You also want an ePaper? Increase the reach of your titles
YUMPU automatically turns print PDFs into web optimized ePapers that Google loves.
<strong>Annual</strong> <strong>Report</strong> <strong>2011</strong>
TABLE OF CONTENTS<br />
1<br />
2<br />
4<br />
5<br />
8<br />
12<br />
15<br />
18<br />
21<br />
30<br />
32<br />
33<br />
Vision & Mission<br />
Group Financial Highlights<br />
Significant Events<br />
Geographical Presence<br />
Message from Executive Chairman & Group CEO<br />
Board of Directors<br />
Key Management<br />
Financial Review<br />
Operating Review<br />
Corporate Social Responsibility<br />
Investor Relations<br />
Financial Statements
OUR VISION<br />
To be the leading company the world<br />
seeks for innovative and effective<br />
environmental solutions.<br />
OUR MISSION<br />
To provide efficient and cost-effective<br />
solutions to meet our clients’ needs<br />
through innovation and technological<br />
advancement.<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
1
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
GROUP FINANCIAL HIGHLIGHTS<br />
KEY FINANCIAL DATA<br />
for year ended 31 December<br />
(S$’000) 2007 2008 2009 2010 <strong>2011</strong><br />
Revenue 192,786 554,224 524,814 569,737 481,975<br />
Profit before tax 38,693 70,375 82,972 100,473 62,043<br />
Profit after tax 36,645 62,218 74,291 88,885 55,725<br />
Profit attributable to shareholders 32,949 59,036 75,036 88,510 53,027<br />
Shareholders’ equity 239,772 297,547 365,244 502,501 920,591<br />
Total assets 549,500 846,555 1,072,563 1,359,702 2,032,465<br />
Net assets 247,067 307,899 393,402 514,507 935,567<br />
Net asset value per share (cents) (1)(2) 30.50 37.80 46.10 58.60 60.60<br />
Earnings per share (cents) (2) 4.21 7.50 9.51 10.52 4.30<br />
Dividend per share (cents) (2) 1.26 2.29 3.33 4.17 2.77<br />
Return on revenue (%) 17.1 10.7 14.3 15.5 11.6<br />
Return on equity (%) 13.7 19.8 20.5 17.6 5.8<br />
(1) Net asset value excludes non-controlling interests and is adjusted for Class A Cumulative Perpetual Preference Shares of S$400 million for FY<strong>2011</strong><br />
(2) FY2007 to 2009 were restated to include the December 2010 issue of one bonus share for every two existing ordinary shares<br />
GROUP REVENUE BY COUNTRY & REGION<br />
(S$ million)<br />
2<br />
600<br />
500<br />
400<br />
300<br />
200<br />
100<br />
0<br />
27.6<br />
8.2<br />
157.0<br />
FY07<br />
16.5<br />
223.0<br />
314.7<br />
FY08<br />
13.0<br />
330.5<br />
181.3<br />
FY09<br />
75.1<br />
343.8<br />
150.8<br />
FY10<br />
226.9<br />
114.4<br />
140.7<br />
FY11<br />
Singapore / Others<br />
MENA<br />
China
GROUP FINANCIAL HIGHLIGHTS<br />
$53.0m 60.6 cents<br />
PROFIT ATTRIBUTABLE TO SHAREHOLDERS<br />
(S$ million)<br />
100<br />
90<br />
80<br />
70<br />
60<br />
50<br />
40<br />
30<br />
20<br />
10<br />
0<br />
32.9<br />
59.0<br />
75.0<br />
88.5<br />
53.0<br />
NET ASSET VALUE PER SHARE<br />
(Singapore cents)<br />
0<br />
FY07 FY08 FY09 FY10 FY11<br />
FY07 FY08 FY09 FY10 FY11<br />
4.30 cents 2.77 cents<br />
EARNINGS PER SHARE (2)<br />
(Singapore cents)<br />
12<br />
10<br />
8<br />
6<br />
4<br />
2<br />
0<br />
0.0<br />
FY07 FY08 FY09 FY10 FY11<br />
FY07 FY08 FY09 FY10 FY11<br />
5.8%<br />
RETURN ON EQUITY<br />
(%)<br />
25<br />
20<br />
15<br />
10<br />
5<br />
0<br />
4.21<br />
13.7<br />
FY07<br />
7.50<br />
19.8<br />
FY08<br />
9.51<br />
20.5<br />
FY09<br />
10.52<br />
17.6<br />
FY10<br />
4.30<br />
5.8<br />
FY11<br />
70<br />
60<br />
50<br />
40<br />
30<br />
20<br />
10<br />
30.5<br />
37.8<br />
46.1<br />
DIVIDEND PER SHARE (2)<br />
(Singapore cents)<br />
(1) Net asset value excludes non-controlling interests and is adjusted for Class A Cumulative Perpetual Preference Shares of S$400 million for FY<strong>2011</strong><br />
(2) FY2007 to 2009 were restated to include the December 2010 issue of one bonus share for every two existing ordinary shares<br />
4.5<br />
4.0<br />
3.5<br />
3.0<br />
2.5<br />
2.0<br />
1.5<br />
1.0<br />
0.5<br />
1.26<br />
2.29<br />
3.33<br />
58.6<br />
4.17<br />
(1) (2)<br />
60.6<br />
2.77<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
3
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
SIGNIFICANT EVENTS<br />
JANUARY<br />
<strong>Hyflux</strong> signed three concession<br />
agreements with the People’s<br />
Government of Chongqing City,<br />
Hechuan District to develop two<br />
20,000 m 3 /day wastewater treatment<br />
plants and a 50,000 m 3 /day potable<br />
water treatment plant at the Hechuan<br />
Industrial Park in Chongqing City,<br />
China.<br />
FEBRUARY<br />
<strong>Hyflux</strong> was awarded a concession by<br />
the People’s Government of Zunyi City<br />
to develop a wastewater treatment<br />
plant to treat up to 150,000 m 3 /day of<br />
domestic wastewater for Zunyi City in<br />
Guizhou province, China.<br />
MARCH<br />
<strong>Hyflux</strong> was named the preferred bidder<br />
for Singapore’s second seawater<br />
desalination plant by PUB, Singapore’s<br />
national water agency. <strong>Hyflux</strong> will<br />
design, build, own and operate the<br />
318,500 m 3 /day plant. This is <strong>Hyflux</strong>’s<br />
largest project by contract value to date.<br />
<strong>Hyflux</strong> and Mizuho Corporate<br />
Bank signed a memorandum of<br />
understanding to collaborate on global<br />
water business development and<br />
explore various financing structures for<br />
water projects.<br />
4<br />
APRIL<br />
<strong>Hyflux</strong> and PUB signed a 25-year<br />
water purchase agreement for<br />
Tuaspring Desalination Plant. Under the<br />
agreement, Tuaspring Pte <strong>Ltd</strong>, a whollyowned<br />
subsidiary of <strong>Hyflux</strong>, will deliver<br />
desalinated water from 2013 to 2038.<br />
<strong>Hyflux</strong> successfully closed an offer<br />
for S$400 million of 6% Cumulative,<br />
Non-Convertible, Non-Voting, Perpetual<br />
Class A Preference Shares. This<br />
was the first non-financial, corporate<br />
perpetual preference share issued in<br />
Singapore.<br />
JUNE<br />
<strong>Hyflux</strong>’s Executive Chairman &<br />
Group CEO Olivia Lum clinched the<br />
prestigious Ernst & Young World<br />
Entrepreneur Award <strong>2011</strong>, beating 48<br />
other leading entrepreneurs around the<br />
world. She was the first woman and<br />
first Singaporean to be named World<br />
Entrepreneur of the Year.<br />
JULY<br />
<strong>Hyflux</strong> held a ground-breaking<br />
ceremony for Tuaspring Desalination<br />
Plant in conjunction with the Singapore<br />
International Water Week. The guest-ofhonour<br />
was Singapore’s Minister for the<br />
Environment and Water Resources, Dr<br />
Vivian Balakrishnan.<br />
OCTOBER<br />
<strong>Hyflux</strong> launched the new NSF 61<br />
certified Kristal tri-bore ultrafiltration<br />
membrane, Kristal 600ET3, at Aquatech<br />
Amsterdam.<br />
The Securities Investors Association<br />
of Singapore (SIAS) named <strong>Hyflux</strong><br />
the Runner-Up (Services/Utilities/<br />
Agriculture category) for the Most<br />
Transparent Company Award <strong>2011</strong>.<br />
<strong>Hyflux</strong> won the Water Technology<br />
Company of the Year at the Frost &<br />
Sullivan Asia Pacific Best Practices<br />
Awards <strong>2011</strong>.<br />
DECEMBER<br />
<strong>Hyflux</strong> injected Shandong Xiajin Water<br />
Treatment Plant and Chongqing Hexin<br />
District Wastewater Treatment Plant<br />
into Galaxy NewSpring, the 50/50 joint<br />
venture with Mitsui & Co that invests,<br />
develops, constructs, operates and<br />
maintains water plants in China, for an<br />
aggregate consideration of US$41.2<br />
million.
GEOGRAPHICAL PRESENCE<br />
LANDMARK PROJECTS<br />
World’s Largest SWRO Desalination Plant<br />
Magtaa Desalination Plant<br />
China’s Largest SWRO Desalination Plant<br />
Tianjin Dagang Desalination Plant<br />
Southeast Asia’s Largest SWRO Desalination Plant<br />
Tuaspring Desalination Plant<br />
Singapore’s First SWRO Desalination Plant<br />
SingSpring Desalination Plant<br />
Singapore’s First NEWater Plant<br />
Bedok NEWater Plant<br />
Singapore’s Largest Membrane Bioreactor Plant<br />
Jurong Membrane Bioreactor<br />
Note: SWRO - Seawater Reverse Osmosis<br />
France<br />
Algeria<br />
India<br />
Malaysia<br />
China<br />
Singapore<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
Our offices<br />
Landmark plants<br />
Membrane installations<br />
5
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
6
INNOVATION AT HYFLUX<br />
Innovation sits at the heart of <strong>Hyflux</strong>, a hallmark of<br />
our Company’s entrepreneurial roots. Innovation<br />
extends beyond our R&D activities and technology<br />
commercialisation. We challenge ourselves to look<br />
at every aspect of our work with a fresh perspective.<br />
We innovate to create value for our Group and for<br />
communities that we work in.<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
7
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
We continue to invest in the future of our Group to<br />
develop new membrane products and capabilities<br />
despite the current slowdown in the global<br />
economy. We see this investment as strategic. We<br />
will be ready when the market picks up, and we<br />
envisage demand for our membrane solutions to<br />
increase with the growing need for good clean<br />
water across the world.<br />
OLIVIA LUM<br />
Executive Chairman & Group CEO<br />
8
MESSAGE FROM EXECUTIVE CHAIRMAN & GROUP CEO<br />
DEAR STAKEHOLDERS<br />
FY<strong>2011</strong> has been a mixed year for <strong>Hyflux</strong>.<br />
We showed our mettle by securing Singapore’s<br />
second seawater desalination project amidst<br />
very tough competition. We also successfully<br />
raised S$400 million through a 6% Cumulative,<br />
Non-Convertible, Non-Voting Perpetual Class A<br />
Preference Shares (CPS) issue, leading the way<br />
as the first corporate in Singapore to launch such<br />
an issue.<br />
After years of record growth, we turned in lower<br />
revenue and profit for FY<strong>2011</strong>. Our revenue for<br />
the financial year ended 31 December <strong>2011</strong> was<br />
S$482.0 million, while profit after tax and noncontrolling<br />
interests came in at S$53.0 million.<br />
This was because we experienced a marked shift<br />
in revenue contributions from the Middle East and<br />
North Africa (MENA) market where we were at<br />
the tail-end of construction works on two mega<br />
desalination projects in Algeria as well as the<br />
impact of Arab Spring on new contracts. A lower<br />
level of divestment activities in FY<strong>2011</strong> compared<br />
to FY2010 also affected revenue and profits.<br />
While FY<strong>2011</strong> was a period of transition for us,<br />
progressing into FY2012, we expect to register<br />
higher revenues from Asia as our projects in the<br />
region gain momentum.<br />
On top of the list is our on-going works on<br />
Tuaspring Desalination Plant in Singapore.<br />
With a designed capacity of 318,500 m 3 /day of<br />
desalinated water, it will be Singapore’s largest<br />
seawater desalination plant when completed in<br />
2013. In China, our portfolio is experiencing strong<br />
organic expansion – we are undertaking expansion<br />
and enhancement works at six wastewater<br />
treatment plants that will raise their capacities by<br />
a total of 100,000 m 3 /day. The estimated project<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
value of these works is S$88.0 million. The plants<br />
are part of the portfolio of Galaxy NewSpring, our<br />
50/50 joint venture with Mitsui & Co.<br />
The upheavals in the world economy will continue<br />
to form the backdrop for the global business<br />
environment in 2012. Amidst the darkening clouds,<br />
<strong>Hyflux</strong> is anchored in safe harbour. First, we have<br />
a solid order book of some S$1.9 billion at the<br />
close of <strong>2011</strong> that we will be executing through the<br />
next two years. Second, fully aware of the looming<br />
challenges, we have built up a strong balance<br />
sheet to buffer against the possibility of credit<br />
tightening and the unpredictability of the financial<br />
markets. Our cash position at the end of FY<strong>2011</strong><br />
stood at S$662.4 million and net gearing ratio was<br />
0.18 times. I believe we are well-placed to capture<br />
opportunities in the global water industry.<br />
Just before this <strong>Annual</strong> <strong>Report</strong> went to print, we<br />
announced that <strong>Hyflux</strong> together with its consortium<br />
partners, Hitachi <strong>Ltd</strong> and Itochu Corporation, have<br />
signed a co-developer agreement with Dahej SEZ<br />
<strong>Ltd</strong> (DSL) to develop a 336,000 m 3 /day capacity<br />
seawater reverse osmosis (SWRO) desalination<br />
plant within the Dahej Special Economic Zone<br />
in the state of Gujarat, India. The design-buildown-operate<br />
project, which is estimated to cost<br />
about US$600 million, is subject to the execution<br />
of a water purchase agreement between DSL<br />
and the consortium, and the project’s financial<br />
close. <strong>Hyflux</strong> will collaborate with Hitachi on the<br />
engineering, procurement and construction works<br />
and operations and maintenance of the plant. This<br />
will be the largest seawater desalination plant in<br />
Asia.<br />
DELIVERING INNOVATIVE SOLUTIONS<br />
Innovation is very much part of the make-up of<br />
<strong>Hyflux</strong>, a reflection of our entrepreneurial roots.<br />
We are constantly reminded of the need to be<br />
9
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
MESSAGE FROM EXECUTIVE CHAIRMAN & GROUP CEO<br />
innovative in our vision and mission statements.<br />
We challenge ourselves to look at processes and<br />
projects with a fresh perspective, and we do not<br />
shy away from taking the untried and untested<br />
route. Take for instance our innovative offering<br />
that clinched for us the project to design, build,<br />
own and operate Singapore’s second SWRO<br />
desalination plant in Tuas.<br />
With energy constituting about half the operating<br />
costs of a desalination plant, we made the<br />
calculated move to incorporate an on-site power<br />
plant to produce electricity for the desalination<br />
plant for our bid. The shared facilities of the<br />
desalination plant and power plant will create<br />
synergies between the two operations and lead<br />
to higher levels of efficiency. We are working<br />
hard together with PUB, Singapore’s national<br />
water agency, to help build up Singapore’s water<br />
resources and to lower the cost of desalination<br />
through technology and innovation.<br />
The integration of a water project with a power<br />
plant is a first for Singapore and for <strong>Hyflux</strong>. This<br />
landmark project will be our springboard into the<br />
growing Independent Water and Power Project<br />
segment.<br />
As highlighted earlier, we were able to raise S$400<br />
million through our CPS issue that was launched<br />
in April <strong>2011</strong>. This issue was over-subscribed by<br />
almost six times, and the enthusiastic response<br />
to our CPS was heartening and spoke well of the<br />
faith that investors have in our brand. We sincerely<br />
thank our investors for their strong support.<br />
We successfully commissioned the 200,000 m 3 /<br />
day SWRO desalination plant at Souk Tleta,<br />
Algeria in mid-<strong>2011</strong>. This plant features the<br />
10<br />
world’s largest ultrafiltration (UF) pre-treatment<br />
installation in any SWRO, although the record<br />
will be surpassed this year when our other mega<br />
500,000 m 3 /day capacity SWRO desalination plant<br />
in Algeria comes on-stream.<br />
<strong>Hyflux</strong> has been a pioneer in the introduction<br />
of UF membranes on a large scale as a highly<br />
cost-efficient pre-treatment solution for seawater<br />
desalination. Today, we are a market leader in UF<br />
membranes with our flagship product, Kristal.<br />
Recognition of our innovation and entrepreneurship<br />
came in the form of the various awards that we<br />
have garnered through the years, including most<br />
recently, the award for Entrepreneurship in the<br />
Financial Times ArcelorMittal Boldness in Business<br />
Awards <strong>2011</strong>.<br />
LEADING THE WAY<br />
We continue to invest in the future of our Group to<br />
develop new membrane products and capabilities<br />
despite the current slowdown in the global<br />
economy. We see this investment as strategic.<br />
We will be ready when the market picks up, and<br />
we envisage demand for our membrane solutions<br />
to increase with the growing need for good clean<br />
water across the world.<br />
We will soon move into our new <strong>Hyflux</strong> Innovation<br />
Centre (HIC) located at the junction of Bendemeer<br />
and Boon Keng Roads. The rapid expansion of our<br />
Group over the last five years has made this move<br />
necessary. HIC adopts “green” and “intelligent”<br />
features and has received a Solar Pioneer Award<br />
from the Energy Innovation Programme Office<br />
and the Energy Market Authority for our efforts to<br />
harvest renewable energy for common areas of<br />
the building. The entire complex and surrounding
MESSAGE FROM EXECUTIVE CHAIRMAN & GROUP CEO<br />
gardens have been designed to stimulate creativity<br />
and innovation – an environment where ideas<br />
germinate into technology breakthroughs for the<br />
water industry.<br />
The manufacturing activities for all our membrane<br />
products and systems will eventually be carried out<br />
at <strong>Hyflux</strong> Production Hub which is being developed<br />
in phases. Some of our key products are already<br />
being produced out of the hub.<br />
GIVING BACK TO THE COMMUNITY<br />
One of the reasons why <strong>Hyflux</strong> has been able to<br />
grow is the support that we have received from the<br />
country and the community. When the opportunity<br />
came for us to give back, we were more than<br />
ready. On 9 August <strong>2011</strong>, <strong>Hyflux</strong> stood tall to salute<br />
the nation’s 46th birthday. It was the first time that<br />
we had a contingent marching at the National Day<br />
Parade.<br />
Our corporate and social responsibility (CSR)<br />
efforts are on four main areas – education,<br />
environment, entrepreneurship and programmes<br />
that benefit the less fortunate in our community.<br />
Apart from corporate philanthropy, we want to raise<br />
staff volunteerism and build sustainability in our<br />
CSR efforts.<br />
THANK YOU<br />
We thank our Board for its advice, encouragement<br />
and support through <strong>2011</strong>. We saw a few changes<br />
in the composition of our Board of Directors in<br />
<strong>2011</strong>. We welcomed Mr Simon Tay and Mr Gary<br />
Kee to the Board on 3 May <strong>2011</strong>. Shareholders<br />
may read the profiles on Mr Tay and Mr Kee in the<br />
following pages of this <strong>Annual</strong> <strong>Report</strong>. We were<br />
saddened by the passing of our Director Prof Tan<br />
Teck Meng on 7 July <strong>2011</strong>. Prof Tan had been on<br />
our Board since April 2007 and was a member of<br />
the Audit Committee.<br />
On 22 February 2012, I was re-designated as<br />
Executive Chairman & Group CEO by the Board.<br />
The Board has also appointed Mr Teo Kiang Kok<br />
as Lead Independent Director of <strong>Hyflux</strong>.<br />
We would also like to thank our shareholders for<br />
holding faith in us. The Board has proposed a final<br />
dividend of 2.10 Singapore cents per ordinary<br />
share. This is in addition to an interim dividend of<br />
0.67 Singapore cents per ordinary share that was<br />
paid out on 7 September <strong>2011</strong>.<br />
Our <strong>Hyflux</strong> employees deserve the recognition<br />
for their hard work, their energy and their spirit of<br />
adventure. The challenges that we face together<br />
push us to dig deeper, to be more resourceful and<br />
to be more innovative in the solutions that we offer<br />
to our customers.<br />
To sum up FY<strong>2011</strong>, we did it our way.<br />
OLIVIA LUM<br />
Executive Chairman & Group CEO<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
11
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
BOARD OF DIRECTORS<br />
Olivia Lum<br />
Executive Chairman & Group CEO<br />
Ms Lum started corporate life as a<br />
chemist with Glaxo Pharmaceutical and<br />
left in 1989 to start up Hydrochem (S)<br />
Pte <strong>Ltd</strong>, the precursor to <strong>Hyflux</strong> <strong>Ltd</strong>.<br />
Managing the Group for more than 20<br />
years now, Ms Lum is the driving force<br />
behind <strong>Hyflux</strong>’s growth and business<br />
expansion, and is responsible for policy<br />
and strategy formulation and corporate<br />
direction.<br />
A former Nominated Member of<br />
the Singapore Parliament, Ms Lum<br />
currently is a member of the Singapore-<br />
Tianjin Economic & Trade Council,<br />
the Singapore-Jiangsu Cooperation<br />
Council, Singapore-Zhejiang Economic<br />
& Trade Council and Singapore<br />
Business Federation Council as well as<br />
the President of the Singapore Compact<br />
for Corporate Social Responsibility.<br />
Among the many accolades Ms Lum<br />
has received for her entrepreneurial<br />
achievements are: the Winner of the<br />
Regional Growth Award by Nihon Keizai<br />
Shimbun at the 11th Nikkei Asia Prize<br />
2006, and most recently the Ernst &<br />
Young World Entrepreneur Of The Year<br />
<strong>2011</strong>.<br />
Ms Lum holds an Honours degree in<br />
Science from the National University of<br />
Singapore.<br />
12<br />
Teo Kiang Kok<br />
Lead Independent Director<br />
Mr Teo has been a Non-Executive<br />
Independent Director of <strong>Hyflux</strong> <strong>Ltd</strong><br />
since December 2000. He is also the<br />
Chairman of the Nominating Committee<br />
and a member of the Remuneration and<br />
Risk Management Committees.<br />
Mr Teo was admitted to the Singapore<br />
bar in 1983. He was a partner of Shook<br />
Lin & Bok LLP (SLB) from 1988 to <strong>2011</strong>.<br />
Prior to joining SLB in 1987, he worked<br />
for brief periods as an associate with<br />
Freshfields, an international law firm,<br />
and as a corporate finance executive<br />
with Wardley Limited, an international<br />
investment bank. He obtained his<br />
Bachelor of Law (Honours) degree from<br />
the University of Hull and is a Barristerat-Law<br />
from Lincoln’s Inn.<br />
Mr Teo was the Head of the Corporate<br />
Finance and China practices of SLB.<br />
In his 29 years of legal practice, he has<br />
advised on a wide range of corporate<br />
finance transactions, particularly<br />
securities offerings, mergers and<br />
acquisitions, joint ventures and strategic<br />
investments. He has significant<br />
experience in equity capital markets<br />
and has advised on many public<br />
offerings of securities by Singapore and<br />
foreign companies. Mr Teo’s regional<br />
practice includes foreign investment<br />
work in and out of Singapore, the<br />
Peoples’ Republic of China, India and<br />
the ASEAN countries.<br />
In the course of his legal practice, Mr<br />
Teo has advised listed companies<br />
extensively on corporate law and<br />
regulatory compliance and in particular,<br />
the listing and compliance requirements<br />
of companies listed on the Singapore<br />
Exchange Securities Trading Limited.<br />
Mr Teo retired as a senior partner of<br />
SLB in May <strong>2011</strong> and is currently a<br />
consultant to SLB.<br />
Lee Joo Hai<br />
Non-Executive Independent Director<br />
Mr Lee has been a Non-Executive<br />
Independent Director of <strong>Hyflux</strong> <strong>Ltd</strong><br />
since December 2000. He is also the<br />
Chairman of the Audit Committee and a<br />
member of the Remuneration and Risk<br />
Management Committees.<br />
Mr Lee is a CPA and a member of<br />
both the Institute of Certified Public<br />
Accountants of Singapore and the<br />
Institute of Chartered Accountants in<br />
England and Wales. He is currently<br />
a partner in a public accounting firm<br />
in Singapore and has more than 20<br />
years of experience in accounting and<br />
auditing.<br />
Mr Lee also sits on the boards of other<br />
listed companies, including Lung Kee<br />
(Bermuda) Holdings <strong>Ltd</strong>.
BOARD OF DIRECTORS<br />
Gay Chee Cheong<br />
Non-Executive Independent Director<br />
Mr Gay has been a Non-Executive<br />
Independent Director of <strong>Hyflux</strong> <strong>Ltd</strong> since<br />
August 2001. He is also the Chairman<br />
of the Remuneration Committee, as well<br />
as a member of the Nominating and<br />
Audit Committees.<br />
He is a member of the Board of<br />
Governors of Temasek Polytechnic,<br />
an Advisory Board member of the<br />
Lee Kong Chian School of Business<br />
at Singapore Management University,<br />
a member of the Entrepreneurship<br />
Committee at National University of<br />
Singapore and a Trustee of the United<br />
World College of South East Asia<br />
Foundation. He sits as a member on<br />
the Board of Heliconia Pte <strong>Ltd</strong> and is<br />
the Chairman of the Investment and<br />
Divestment Committee.<br />
Mr Gay co-founded and was the CEO<br />
of 2G Capital Private Limited, a private<br />
investment company investing in<br />
equities and private companies in the<br />
Asia Pacific economies. The company<br />
was awarded Highest Net Profit in 2006<br />
and Net Profit Excellence in 2007 in the<br />
annual SME 500 ranking.<br />
Mr Gay graduated from the Royal<br />
Military Academy (RMA), Sandhurst<br />
and Royal Military College of Science,<br />
Shrivenham, United Kingdom. He<br />
holds Honours degrees in Electronics<br />
Engineering from the Royal Military<br />
College of Science, Shrivenham and<br />
in Economics from the University of<br />
London, United Kingdom. He also has a<br />
Master of Business Administration from<br />
the National University of Singapore.<br />
Christopher Murugasu<br />
Non-Executive Independent Director<br />
Mr Murugasu has been a director of<br />
<strong>Hyflux</strong> <strong>Ltd</strong> since February 2005. He is<br />
also a member of the Nominating and<br />
Remuneration Committees.<br />
Previously Senior Vice President for<br />
Corporate Services at <strong>Hyflux</strong> <strong>Ltd</strong>, he<br />
was responsible for the Group’s human<br />
resources, procurement and general<br />
administration functions. Prior to joining<br />
<strong>Hyflux</strong>, Mr Murugasu had accumulated<br />
over 15 years of experience in the<br />
public sector as well as with a foreign<br />
bank.<br />
He holds an Honours degree in<br />
Computing Science from Imperial<br />
College, United Kingdom, and a<br />
Master’s degree from the London<br />
School of Economics, United Kingdom.<br />
Rajsekar Kuppuswami Mitta<br />
Non-Executive Independent Director<br />
Mr Mitta has been a Non-Executive<br />
Independent Director of <strong>Hyflux</strong> <strong>Ltd</strong> since<br />
April 2007. He is also the Chairman of<br />
the Risk Management Committee and a<br />
member of the Audit Committee.<br />
Mr Mitta is currently the Chairman of<br />
Essential Value Associates Pte <strong>Ltd</strong>, a<br />
boutique consulting firm that works with<br />
selected Chairmen and CEOs who seek<br />
to create lasting change to develop high<br />
growth sustainable businesses with<br />
quality governance.<br />
Mr Mitta was Chairman of Arthur D Little<br />
Asia and a Senior Member of Booz<br />
Allen Hamilton. He has advised some of<br />
the world’s best consumer goods<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
and customer-intensive companies,<br />
technology-intensive corporations and<br />
regional governments. His client list<br />
includes multinationals like PepsiCo,<br />
Gillette, Kelloggs, and the Governments<br />
of Singapore, Malaysia, Indonesia,<br />
Philippines, Australia and India, as<br />
well as regional conglomerates like<br />
Hutchisons (HK), Jardines (HK),<br />
Bakrie (Indonesia), Reliance (India),<br />
Amex, Citicorp, British Airways and<br />
telecom operators like Optus, Orange,<br />
Singapore Telecom and Deutsche<br />
Telekom.<br />
Prior to his consulting experience of<br />
over 20 years, Mr Mitta worked in senior<br />
marketing roles with Pepsico (US and<br />
Cyprus) and Mars Inc. (UK).<br />
His main focus is in strategy<br />
development and value extraction<br />
through enhancing marketing and<br />
sales effectiveness, the competitive<br />
repositioning of brands/services and<br />
issues relating to managing change<br />
within organisations.<br />
Mr Mitta holds a Bachelor’s degree<br />
in Chemical Engineering from the<br />
University of Bombay, and a Master in<br />
Business Administration from the Indian<br />
Institute of Management, Ahmedabad.<br />
13
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
BOARD OF DIRECTORS<br />
Simon Tay<br />
Non-Executive Independent Director<br />
Mr Tay has been a Non-Executive<br />
Independent Director of <strong>Hyflux</strong> <strong>Ltd</strong> since<br />
May <strong>2011</strong>. He is also a member of the<br />
Risk Management Committee.<br />
Mr Tay holds a Master’s in Law from<br />
Harvard Law School, an LLB Hons from<br />
the National University of Singapore,<br />
and is a qualified advocate and solicitor<br />
of the Supreme Court of Singapore.<br />
He is an Associate Professor and he<br />
teaches international law at the Faculty<br />
of Law of the National University of<br />
Singapore, with a focus on international<br />
environmental law.<br />
He is concurrently Chairman of the<br />
Singapore Institute of International<br />
Affairs, an independent think tank,<br />
and Senior Consultant with the<br />
WongPartnership law firm, giving<br />
special attention to the green economy<br />
practice and to regional businesses.<br />
From 2002 to 2008, Mr Tay chaired the<br />
National Environment Agency and was<br />
previously selected for three terms as<br />
Nominated Member of the Singapore<br />
Parliament (1997-2001).<br />
He has served to lead public<br />
consultations on Singapore in the 21st<br />
century, the national concept plan, and<br />
the Singapore Green Plan 2012. In<br />
2006, he received the Public Service<br />
Medal (Pingat Baki Masyarakat, PBM),<br />
a Singaporean National Day award.<br />
14<br />
Mr Tay was previously an independent<br />
director for <strong>Hyflux</strong> Water Trust. He<br />
serves on the boards for Toyota and for<br />
Far East Organisation.<br />
Gary Kee<br />
Non-Executive Non-Independent<br />
Director<br />
Mr Kee has been a Non-Executive Non-<br />
Independent Director of <strong>Hyflux</strong> <strong>Ltd</strong> since<br />
May <strong>2011</strong>. He is also a member of the<br />
Audit Committee.<br />
Mr Kee was the Chief Executive Officer<br />
of the Trustee-Manager and Non-<br />
Independent Executive Director of<br />
<strong>Hyflux</strong> Water Trust Management Pte<br />
<strong>Ltd</strong>. Prior to that, he held numerous<br />
senior regional management positions<br />
in Finance, Operations and Strategic<br />
Business Development in his 23-year<br />
tenure at Hewlett Packard. He last<br />
served as Director, Head of Strategy<br />
and Corporate Development for Asia<br />
Pacific & Japan.<br />
Before joining Hewlett Packard, Mr<br />
Kee was a Management Consultant<br />
with Arthur Andersen Associates (now<br />
known as Accenture). Mr Kee has also<br />
served as a Board Director of various<br />
companies and JTC Corporation.<br />
Mr Kee holds a Bachelor of Commerce<br />
from McMaster University in<br />
Canada and a Master of Business<br />
Administration from the University of<br />
Texas at Arlington in the USA.
KEY MANAGEMENT<br />
1<br />
5<br />
2<br />
6<br />
1.<br />
2.<br />
3.<br />
4.<br />
3<br />
7<br />
Olivia Lum<br />
Executive Chairman &<br />
Group CEO<br />
Sam Ong<br />
Group EVP &<br />
Group Deputy CEO<br />
Cho Wee Peng<br />
Group EVP & Group CFO<br />
Winnifred Heap<br />
Group EVP, Capital Markets<br />
5.<br />
6.<br />
7.<br />
8.<br />
4<br />
8<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
Oon Jin Teik<br />
Group EVP & CEO, China<br />
Dr Andrew Ngiam<br />
Group EVP & Group COO<br />
Foo Hee Kiang<br />
Group EVP,<br />
Commercial Contracts &<br />
Industry Relations<br />
Peter Wu<br />
Group Senior MD &<br />
CEO, Galaxy NewSpring<br />
15
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
16<br />
INNOVATION AND LEADERSHIP<br />
Leaders are innovators. Leaders are not followers<br />
of trend or convention. At <strong>Hyflux</strong>, we believe that<br />
boundaries should not confine one’s aspirations, and<br />
hurdles exist to be scaled. Our boldness to dream is<br />
matched by our boldness to deliver.
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
17
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
FINANCIAL REVIEW<br />
For year ended 31 December<br />
(S$ million) 2010 <strong>2011</strong> % change<br />
Revenue 569.7 482.0 (15)<br />
Profit before tax 100.5 62.0 (38)<br />
Profit attributable to shareholders 88.5 53.0 (40)<br />
Earnings per share (cents) 10.52 4.30 (59)<br />
GROUP REVENUE BY SEGMENT<br />
(S$ million)<br />
18<br />
511.2<br />
(90%)<br />
3.4<br />
(1%)<br />
FY10<br />
55.1<br />
(9%)<br />
417.8<br />
(87%)<br />
OVERVIEW<br />
5.4<br />
(1%)<br />
FY11<br />
58.8<br />
(12%)<br />
Others<br />
Industrial<br />
Municipal<br />
<strong>Hyflux</strong> as a group achieved revenue of S$482.0 million<br />
and profit attributable to shareholders of S$53.0 million for<br />
FY<strong>2011</strong>. Basic earnings per share decreased by 59% to 4.30<br />
Singapore cents for FY<strong>2011</strong>.<br />
REVENUE<br />
Group revenue for FY<strong>2011</strong> decreased by 15% to S$482.0<br />
million as compared to S$569.7 million for FY2010 due to<br />
the near completion of projects in the MENA region, the<br />
impact of Arab Spring on new contracts as well as a lower<br />
level of divestment activities in FY<strong>2011</strong>. This was partially<br />
offset by contributions from Singapore as <strong>Hyflux</strong> commenced<br />
construction of Tuaspring Desalination Plant in July <strong>2011</strong>.
FINANCIAL REVIEW<br />
GROUP REVENUE BY COUNTRY<br />
(S$ million)<br />
150.8<br />
(26%)<br />
FY10<br />
75.1<br />
(14%)<br />
343.8<br />
(60%)<br />
We saw a shift in the geographical mix of group revenue in<br />
FY<strong>2011</strong> from MENA to Asia. Contributions from the MENA<br />
market decreased from S$343.8 million in FY2010 to<br />
S$114.4 million in FY<strong>2011</strong>, representing a decline from 60%<br />
in FY2010 to 24% in FY<strong>2011</strong> of our total revenue. This was<br />
the result of lower EPC activities, with the completion of<br />
the SWRO desalination plant in Souk Tleta, Algeria and<br />
with the other SWRO projects in Algeria and Oman nearing<br />
completion.<br />
The revenue contribution from Singapore/Others market<br />
rose significantly from S$75.1 million in FY2010 to S$226.9<br />
million in FY<strong>2011</strong> with the start of construction on Tuaspring<br />
Desalination Plant. Consequently, Singapore/Others<br />
contributed 47% of our total revenue in FY<strong>2011</strong> compared to<br />
just 14% in FY2010.<br />
We saw a decrease of S$10.1 million in China’s revenue<br />
contribution from S$150.8 million in FY2010 to S$140.7 million<br />
in FY<strong>2011</strong>. China represented 29% of total revenue in FY<strong>2011</strong><br />
as compared to 26% in FY2010.<br />
140.7<br />
(29%)<br />
114.4<br />
(24%)<br />
FY11<br />
226.9<br />
(47%)<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
Singapore / Others<br />
MENA<br />
China<br />
COSTS AND EXPENSES<br />
Raw materials and consumables used and subcontractors’<br />
costs decreased by 14% from S$303.0 million for FY2010 to<br />
S$259.5 million for FY<strong>2011</strong> due to lower revenue generated.<br />
Staff costs decreased by 8% from S$65.4 million for FY2010<br />
to S$60.0 million for FY<strong>2011</strong>.<br />
Finance costs increased from S$16.8 million for FY2010 to<br />
S$22.6 million for FY<strong>2011</strong> due to higher bank borrowings as<br />
we geared up for the development of Tuaspring Desalination<br />
Plant.<br />
Depreciation, amortisation and impairment increased from<br />
S$27.5 million for FY2010 to S$36.6 million for FY<strong>2011</strong> due<br />
to a change in the useful life of intangible assets from 10-15<br />
years to 8 years in addition to an increase in property, plant<br />
and equipment and intangible assets.<br />
Other expenses decreased from S$68.1 million for FY2010 to<br />
S$50.1 million for FY<strong>2011</strong> as a result of a significant reduction<br />
in foreign exchange loss and gains arising from sales of<br />
machinery and equipment.<br />
19
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
FINANCIAL REVIEW<br />
The effective tax rate for the financial year ended 31<br />
December <strong>2011</strong> was about 10.4% and remained at a level<br />
lower than the Singapore corporate tax rate mainly due to the<br />
tax exemptions and incentives enjoyed by certain entities in<br />
the Group.<br />
EARNINGS PER SHARE<br />
Basic and fully diluted earnings per share, adjusted for<br />
dividends on Class A Cumulative Perpetual Preference<br />
Shares (CPS), for FY<strong>2011</strong> decreased by 59% and 58%<br />
respectively to 4.30 Singapore cents and 4.28 Singapore<br />
cents respectively compared to FY2010.<br />
BALANCE SHEET REVIEW<br />
Shareholders’ equity increased to S$920.6 million as at 31<br />
December <strong>2011</strong> from S$502.5 million as at 31 December<br />
2010. The increase was mainly attributable to the changes<br />
in share capital arising from the CPS issue in April <strong>2011</strong>. Net<br />
profit in FY<strong>2011</strong> further boosted our equity base.<br />
Current assets increased to S$1,099.5 million as at 31<br />
December <strong>2011</strong> from S$693.7 million as at 31 December<br />
2010. This was mainly due to net proceeds from the CPS<br />
issue of S$393 million and trade and other receivables. The<br />
increase was offset by the lower gross amounts due for<br />
contract work.<br />
Non-current assets increased to S$933.0 million as at 31<br />
December <strong>2011</strong> from S$666.0 million as at 31 December<br />
2010, mainly due to increases in financial receivables by<br />
S$192.2 million contributed primarily by the construction of<br />
Tuaspring Desalination Plant and an increase in investments<br />
in associates by S$33.9 million.<br />
Current liabilities increased to S$356.2 million as at 31<br />
December <strong>2011</strong> from S$315.9 million as at 31 December<br />
2010, as a result of an increase in loans and borrowings<br />
during the financial year.<br />
20<br />
Non-current liabilities increased to S$740.7 million as at 31<br />
December <strong>2011</strong> from S$529.2 million as at 31 December<br />
2010, resulting mainly from an increase in bank borrowings<br />
during the financial year to support our upcoming projects.<br />
Included in the loans and borrowings as at 31 December <strong>2011</strong><br />
was S$453.3 million of fixed rate unsecured notes (Notes)<br />
issued under the Group’s Multicurrency Debt Issuance<br />
Programme. These Notes will mature between 2014 and<br />
2019.<br />
Our net gearing ratio remained a low 0.18 times as at 31<br />
December <strong>2011</strong> with the launch of the CPS in April <strong>2011</strong>.<br />
CASHFLOW AND LIQUIDITY<br />
<strong>Hyflux</strong>’s cash position increased to S$662.4 million as at 31<br />
December <strong>2011</strong> from S$222.3 million as at 31 December<br />
2010.<br />
In FY<strong>2011</strong>, net cash of S$56.1 million was used in our<br />
operating activities, mainly towards service concession<br />
arrangement projects. Excluding cash used in these<br />
projects, net cash generated in the operating activities was<br />
S$165.6 million in FY<strong>2011</strong>. Cash used in investing activities<br />
for the financial year was largely contributed by the capital<br />
expenditure incurred for the construction of the <strong>Hyflux</strong>’s new<br />
headquarters and investments in associates. Cash generated<br />
from financing activities for FY<strong>2011</strong> was mainly from the<br />
proceeds from the CPS and borrowings to fund our projects.
OPERATING REVIEW<br />
Tuaspring Desalination Plant, Singapore (Scaled model)<br />
Healthy order book of S$1.9 billion<br />
One of the top five global membrane<br />
desalination plant suppliers<br />
Diversified geographic mix with new<br />
projects and expansion in Singapore<br />
and China<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
ENGINEERING, PROCUREMENT AND<br />
CONSTRUCTION (EPC)<br />
<strong>2011</strong> was a significant year for <strong>Hyflux</strong> in a volatile period<br />
marked by global economic uncertainty and political upheaval<br />
in the MENA region. In March, we secured a contract to<br />
design, build, own and operate Singapore’s second key<br />
desalination project from PUB, the national water agency, for<br />
a concession period of 25 years. With a designed capacity of<br />
318,500 m 3 /day, it is Singapore’s largest desalination plant and<br />
also <strong>Hyflux</strong>’s largest project by contract value to date.<br />
To optimise the operational efficiency of the desalination plant,<br />
<strong>Hyflux</strong> has contracted the Siemens Group to build an on-site<br />
411 MW combined cycle gas turbine power plant which will<br />
provide energy to the desalination plant, and will, in turn, draw<br />
cooling water from the seawater supply to the desalination<br />
plant. This integrated strategy has enabled <strong>Hyflux</strong> to deliver the<br />
world’s lowest first-year tariff of S$0.45/m 3 and is a testament<br />
of our ability to put together an innovative, competitive and<br />
cost-effective solution to serve Singapore’s water needs.<br />
We broke ground for the desalination project in July after the<br />
water purchase agreement was signed with PUB. Construction<br />
commenced in the third quarter and the plant is scheduled for<br />
completion in 2013 under a tight timeline that demonstrates the<br />
competence that <strong>Hyflux</strong> has built up through our experience<br />
21
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
OPERATING REVIEW<br />
developing large-scale plants globally under the public private<br />
partnership scheme.<br />
During the year, we were also awarded four build-owntransfer<br />
(BOT) contracts in China worth a total of<br />
US$76 million by the People’s Government of Chongqing<br />
City, Hechuan District and the People’s Government of Zunyi<br />
City. <strong>Hyflux</strong> will develop a water treatment plant and two<br />
wastewater treatment plants at Hechuan Industrial Park in<br />
Chongqing City:<br />
• Hexin District Wastewater Treatment Plant and Weituo<br />
Wastewater Treatment Plant, each with a treatment<br />
capacity of 20,000 m 3 /day will process wastewater for the<br />
industrial park; and<br />
• Weituo Water Treatment Plant will tap water from<br />
upstream Jialing River to produce up to 50,000 m 3 /day of<br />
potable water for industrial and domestic use.<br />
At Zunyi City, <strong>Hyflux</strong> will develop a wastewater treatment<br />
plant to treat up to 150,000 m 3 /day of domestic wastewater.<br />
These four projects carry concession periods of 30 years.<br />
In addition, we are also undertaking expansion and<br />
enhancement works at six wastewater treatment plants in<br />
China that have reached high utilisation levels. These plants<br />
are part of the portfolio of Galaxy NewSpring, our 50/50 joint<br />
S$ mil<br />
2,000<br />
1,500<br />
1,000<br />
1,117<br />
863<br />
venture with Mitsui & Co. This organic expansion has an<br />
estimated project value of S$88 million and will raise capacity<br />
by a total of 100,000 m 3 /day.<br />
The year also saw the start of the commercial operation<br />
of the first of our two seawater reverse osmosis (SWRO)<br />
desalination projects in Algeria, Souk Tleta Desalination<br />
Plant, which is capable of producing 200,000 m 3 of water<br />
daily. The plant utilises our proprietary Kristal ultrafiltration<br />
(UF) membranes in the pre-treatment process and is one of<br />
the largest UF installations found in seawater desalination<br />
plants around the world.<br />
The startup of the 500,000 m 3 /day Magtaa Desalination Plant,<br />
the world’s largest membrane-based seawater desalination<br />
plant, has been delayed until the second half of 2012 as a<br />
result of a fire that broke out at a warehouse at the project<br />
site. This caused damage to some equipment and supplies<br />
which had to be re-procured. The project is covered by a<br />
comprehensive construction all risks insurance policy.<br />
In Oman, the 68,000 m 3 /day desalination facility that<br />
<strong>Hyflux</strong> is supplying for the Salalah Independent Water and<br />
Power Project (IWPP) has been completed and is currently<br />
undergoing testing and commissioning.<br />
At the end of FY<strong>2011</strong>, our EPC order book was a healthy<br />
S$931 million.<br />
1,480<br />
1,145<br />
1,848<br />
748<br />
1,508*<br />
553<br />
1,874<br />
931<br />
500 465<br />
435<br />
601<br />
435<br />
0<br />
30<br />
166<br />
254<br />
335<br />
Dec 05 Dec 06 Dec 07 Dec 08 Dec 09 Dec 10 Dec 11<br />
Note:<br />
*Includes Tobruk Desalination Plant which has since been removed from FY<strong>2011</strong> order book<br />
O&M order book is a summation of future revenues of our portfolio of plants over the concession periods<br />
22<br />
EPC<br />
O&M<br />
1,100<br />
955<br />
943
OPERATING REVIEW<br />
<strong>Hyflux</strong> Innovation Centre, Singapore (Artist’s impression)<br />
<strong>Hyflux</strong> operates and maintains many<br />
plants worldwide from small water<br />
treatment plants to large-scale<br />
desalination plants. The close links<br />
and feedback between our EPC and<br />
O&M activities not only facilitate an<br />
active transfer of know-how but also<br />
the optimisation of plant design and<br />
operations.<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
OPERATIONS & MAINTENANCE (O&M)<br />
Our order book for O&M was S$943 million in FY<strong>2011</strong>,<br />
accounting for the full impact of the transfer of the O&M<br />
contracts for the portfolio of water and wastewater treatment<br />
plants formerly held by <strong>Hyflux</strong> Water Trust (HWT) to Galaxy<br />
NewSpring.<br />
<strong>Hyflux</strong> operates and maintains many plants worldwide from<br />
small water treatment plants to large-scale desalination<br />
plants. The close links and feedback between our EPC and<br />
O&M activities not only facilitate an active transfer of knowhow<br />
but also the optimisation of plant design and operations.<br />
With the anticipated completion and operation of the largescale<br />
Magtaa Desalination Plant in 2012, we expect our O&M<br />
order book to rise further as we continue to build up a steady,<br />
recurring stream of income. The typical concession period<br />
granted for water projects is about 20 to 30 years.<br />
INNOVATION<br />
As population growth, rapid industrialisation and urbanisation,<br />
and climate change exert stress on natural water resources,<br />
communities and industries are confronted with the critical<br />
challenges of sustainable water supply and management.<br />
23
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
OPERATING REVIEW<br />
Our philosophy is to find ways to create better value and efficiency for<br />
customers from the way we structure project bids, design systems and plants,<br />
to the way we arrange financing for projects. By pushing the boundaries<br />
of what is possible, we can help to make water cleaner, safer and more<br />
accessible and affordable.<br />
Increasingly stringent regulatory and environmental<br />
restrictions on water usage as well as discharge are also<br />
important considerations in water management. <strong>Hyflux</strong>’s<br />
products and integrated water solutions play an integral role<br />
in the water cycle from water treatment and desalination to<br />
wastewater treatment and water reuse.<br />
At the heart of our business is membrane innovation that<br />
is focused on the design and development of membrane<br />
products and membrane-based plants that have high<br />
performance efficiency and reliability to help communities<br />
and industries save energy and reduce lifecycle costs.<br />
The year <strong>2011</strong> was marked by a series of product launches<br />
including Kristal 600ET3, the next generation of <strong>Hyflux</strong>’s<br />
flagship Kristal ultrafiltration membrane. Combining the<br />
characteristics of current Kristal models with a new fibre<br />
design that has three individual hollow bores fused into a<br />
single support structure, Kristal 600ET3 is able to deliver a<br />
robust performance in extremely harsh feed water conditions<br />
such as turbid seawater.<br />
In addition to Kristal 600ET3, we also introduced two new<br />
membrane products for wastewater treatment, PetaFlex<br />
and PoroCep submerged membrane bioreactor (MBR)<br />
membranes. Tailored to meet the tough requirements<br />
of municipal and industrial wastewater treatment and<br />
reclamation, PetaFlex and PoroCep feature compact,<br />
modular designs with high membrane permeability and low<br />
energy consumption.<br />
We continuously seek to improve our design and<br />
manufacturing processes as well as invest in the<br />
development of new technologies that will reduce our<br />
environmental footprint and meet the challenges of<br />
tomorrow. <strong>Hyflux</strong> Innovation Centre, a new design, R&D<br />
and commercialisation centre in Singapore to spearhead<br />
24<br />
the development of membrane technologies for municipal<br />
and industrial applications, and <strong>Hyflux</strong> Production Hub for<br />
membrane manufacturing, which will be ready in the second<br />
half of 2012, are clear examples of the continuing investment<br />
<strong>Hyflux</strong> is making for the future.<br />
But innovation does not stop at research and development.<br />
Our philosophy is to find ways to create better value and<br />
efficiency for customers from the way we structure project<br />
bids, design systems and plants, to the way we arrange<br />
financing for projects. By pushing the boundaries of what is<br />
possible, we can help to make water cleaner, safer and more<br />
accessible and affordable.<br />
KEY GEOGRAPHICAL MARKETS<br />
China<br />
The Chinese market represented 29% or S$140.7 million of<br />
Group revenue in FY<strong>2011</strong>. During the year, we secured four<br />
BOT contracts worth a total of US$76 million to develop four<br />
water and wastewater treatment plants in Chongqing City and<br />
Zunyi City. In December, Shandong Xiajin Water Treatment<br />
Plant and Chongqing Hexin District Wastewater Treatment<br />
Plant were injected into Galaxy NewSpring for an aggregate<br />
consideration of US$41.2 million, bringing the number of<br />
plants in the portfolio to 24 and the total designed capacity to<br />
close to 1,000,000 m 3 /day. This move is part of our asset light<br />
strategy which will allow us to recycle the capital to expand<br />
and develop our business.<br />
While activities picked up as a result of new contract wins and<br />
capacity expansion for some existing plants, slower growth<br />
in China brought on by the weakening global economy, and<br />
the tightening of its monetary policies affected municipal<br />
infrastructure investments.
OPERATING REVIEW<br />
GALAXY NEWSPRING’S PORTFOLIO OF WATER &<br />
WASTEWATER TREATMENT PLANTS IN CHINA<br />
Liaoning Province Hunan Province<br />
Plant name<br />
Liaoyang<br />
Liaoyang<br />
Hebei Province<br />
Plant name<br />
Zunhua<br />
Langfang<br />
Langfang<br />
Anhui Province<br />
Plant name<br />
Mingguang<br />
Mingguang<br />
Chongqing<br />
Plant name<br />
Hechuan<br />
Type<br />
WWTP<br />
WRP<br />
WTP<br />
Type<br />
WTP<br />
WWTP<br />
WRP<br />
Type<br />
WWTP<br />
WTP<br />
Type<br />
WWTP<br />
Capacity<br />
30,000 m3 /day<br />
25,000 m3 /day<br />
40,000 m3 /day<br />
Capacity<br />
40,000 m3 /day<br />
80,000 m3 /day<br />
40,000 m3 /day<br />
Capacity<br />
30,000 m3 /day<br />
35,000 m3 /day<br />
Capacity<br />
20,000 m3 /day<br />
Plant name<br />
Taoyuan<br />
Tianjin<br />
Plant name<br />
Beichen<br />
Beichen<br />
Shandong Province<br />
Plant name<br />
Xiajin<br />
Zhejiang Province<br />
Plant name<br />
Tiantai<br />
Type<br />
WTP<br />
Type<br />
WWTP<br />
WRP<br />
Type<br />
WTP<br />
Type<br />
WWTP<br />
Capacity<br />
60,000 m3 /day<br />
Capacity<br />
50,000 m3 /day<br />
5,000 m3 /day<br />
Capacity<br />
50,000 m3 /day<br />
Capacity<br />
20,000 m3 /day<br />
Note:<br />
WWTP: Wastewater Treatment Plant; WTP: Water Treatment Plant; WRP: Wastewater Recycling Plant<br />
Excludes additional capacities of the six wastewater treatment plants undergoing organic expansion<br />
Jiangxi Province<br />
Plant name<br />
Leping<br />
Jiangsu Province<br />
Plant name<br />
Taizhou<br />
Dafeng<br />
Yangzhou<br />
Wuxi<br />
Wuxi<br />
Yangkou<br />
Yangkou<br />
Changshu<br />
Guanyun<br />
Guanyun<br />
Type<br />
WTP<br />
Type<br />
WWTP<br />
WTP<br />
WWTP<br />
WWTP1<br />
WWTP2<br />
WTP<br />
WWTP<br />
WWTP<br />
WTP1<br />
WTP2<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
Capacity<br />
30,000 m3 /day<br />
Capacity<br />
20,000 m3 /day<br />
20,000 m3 /day<br />
20,000 m3 /day<br />
20,000 m3 /day<br />
10,000 m3 /day<br />
20,000 m3 /day<br />
20,000 m3 /day<br />
30,000 m3 /day<br />
50,000 m3 /day<br />
50,000 m3 /day<br />
25
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
OPERATING REVIEW<br />
Souk Tleta Desalination Plant, Algeria<br />
26<br />
Middle East and North Africa (MENA)<br />
The MENA region accounted for 24% or S$114.4 million of<br />
Group revenue in FY<strong>2011</strong> compared to a contribution of<br />
60% or S$343.8 million of Group revenue in FY2010. The<br />
decrease in revenue contribution followed the completion of<br />
the Souk Tleta Desalination Plant and the progress made<br />
in the Magtaa Desalination Plant as well as the seawater<br />
desalination facility at the Salalah IWPP in Oman which are at<br />
the final stages of EPC.<br />
The Arab Spring has affected prospects in MENA as planned<br />
projects across the region were scaled back. The outlook in<br />
the short term for the region remains uncertain although there<br />
are pockets of opportunities.<br />
Singapore and Others<br />
Singapore and other markets made up 47% or S$226.9<br />
million of Group revenue in FY<strong>2011</strong> with the start of initial<br />
construction works for Tuaspring Desalination Plant in the<br />
second half of the year. In FY2010, Singapore and other<br />
markets contributed 14% or S$75.1 million of Group revenue.<br />
The growth in contributions from Singapore reflects our<br />
strategic intent to diversify our geographic revenue streams.<br />
Singapore will remain a major contributor to Group revenue<br />
for FY2012 as activities are scaled up for the development of<br />
Tuaspring Desalination Plant.
OPERATING REVIEW<br />
INDUSTRY OUTLOOK<br />
Water is a precious resource that is essential for life and<br />
economic prosperity. People are using more of it but its<br />
supply is limited by the natural water cycle. Global water<br />
scarcity is made worse by population growth, urbanisation<br />
and industrialisation in areas with limited water resources.<br />
Climate change, bringing about more frequent and extreme<br />
drought and rainfall, is a new phenomenon affecting water<br />
supply. This means that access to water of adequate quality<br />
and quantity will continue to be one of the major challenges<br />
confronting modern society.<br />
Desalination and water reuse offer possible responses to<br />
mitigate water shortages as communities and industries look<br />
to alternative water sources. Yet the timing of such projects,<br />
particularly desalination projects are dependent on factors<br />
such as the availability of finance and the rate of investment in<br />
infrastructure. As a consequence, desalination projects have<br />
been affected by the combination of political and economic<br />
uncertainty that characterised much of <strong>2011</strong>. Many have<br />
been delayed while others have been cancelled. According<br />
to Global Water Intelligence, the total contracted global<br />
desalination capacity is still expected to reach close to<br />
12 million m 3 /day by 2016, but from a lower base of<br />
5 million m 3 /day in 2012 instead of the initial 8 million m 3 /day<br />
forecasted.<br />
Despite the slowdown and cutback in projects, especially of<br />
those in the MENA region, opportunities are present in Asia.<br />
In China, the government is encouraging the development of<br />
the seawater desalination industry in its bid to alleviate severe<br />
water shortages in coastal and northern regions. According<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
By leveraging on our core capabilities, accumulated experience and culture<br />
of innovation, we have not only succeeded in gradually lowering the overall<br />
costs of desalinated water, but also created a competitive advantage that has<br />
transformed us into one of the world’s top five membrane-based desalination<br />
suppliers by contracted capacity.<br />
to a statement released by China’s General Office of the<br />
State Council, the country aims to quadruple seawater<br />
desalination capacity from the current 660,000 m 3 /day to<br />
2.2 - 2.6 million m 3 /day by 2015. It will also require waterintensive<br />
industries along the coast where freshwater<br />
resources are scarce or in areas where groundwater is<br />
overexploited, to prioritise the use of desalinated water.<br />
Over in India, the desalination market is projected to triple<br />
to US$1.2 billion by 2017 as rising demand from industries<br />
spurs the construction of more seawater desalination<br />
plants particularly in Tamil Nadu and Gujarat where<br />
state government initiatives have attracted investment in<br />
desalination.<br />
In 2005, SingSpring Desalination Plant, our first large-scale<br />
desalination project and Singapore’s first desalination plant,<br />
began producing water for the country. Since then, we have<br />
gone on to build China’s, Southeast Asia’s as well as the<br />
world’s largest SWRO desalination plants. By leveraging on<br />
our core capabilities, accumulated experience and culture<br />
of innovation, we have not only succeeded in gradually<br />
lowering the overall costs of desalinated water, but also<br />
created a competitive advantage that has transformed us<br />
into one of the world’s top five membrane-based desalination<br />
suppliers by contracted capacity according to the International<br />
Desalination Association’s latest Desalination Yearbook.<br />
From desalination and water reuse to water and wastewater<br />
treatment, we are passionate about continually creating<br />
solutions to make water clean, safe, accessible and affordable<br />
for all.<br />
27
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
28
INNOVATORS AT HYFLUX<br />
Our employees are a passionate people who share<br />
a big dream, who are ready to embrace new ideas<br />
and learn new things, who do not shy away from<br />
doing the untried and untested, and who, despite<br />
various challenges, continue to persevere and remain<br />
optimistic, and emerge as winners.<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
29
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
CORPORATE SOCIAL RESPONSIBILITY<br />
The diverse talents, experiences and<br />
perspectives within our Group not<br />
only help us to break barriers and<br />
build stronger relationships at a local<br />
level but also serve as catalysts for<br />
new ideas and innovation.<br />
HUMAN CAPITAL<br />
<strong>Hyflux</strong> employs some 2,300 employees around the world.<br />
The <strong>Hyflux</strong> team is a global, diverse and passionate group.<br />
The diverse talents, experiences and perspectives within our<br />
Group not only help us to break barriers and build stronger<br />
relationships at a local level but also serve as catalysts for<br />
new ideas and innovation. In this way, we will be able to<br />
deploy a core team of leaders each time a new project or a<br />
new geographical market is started.<br />
We believe in creating an inclusive workplace and investing<br />
in our people by giving them unparalleled opportunities to<br />
develop their careers and capabilities. Professional training<br />
and development programmes, job rotation, overseas<br />
postings are designed to equip employees with in-depth<br />
experience and build skills that are crucial to our evergrowing<br />
operations and long-term success. We also run the<br />
<strong>Hyflux</strong> Helping Hands Fund to provide financial assistance,<br />
scholarships and bursaries to employees with financial<br />
difficulties.<br />
Outstanding employees are recognised for the significant<br />
contributions made to the company with the annual CEO<br />
Award which was inaugurated in 2008. Six employees from<br />
our offices in Singapore, China and India received the award<br />
in <strong>2011</strong>.<br />
We make it a priority to engage employees through various<br />
channels such as regular dialogue sessions between senior<br />
management and employees, workshops and work-life<br />
balance programmes. Other platforms include an intranet<br />
portal which shares company news and events as well as<br />
general employee resources.<br />
30<br />
<strong>Hyflux</strong>’s marching contingent celebrates Singapore’s birthday<br />
ENVIRONMENT<br />
<strong>Hyflux</strong> contributes to sustainable development by helping to<br />
meet the world’s growing water needs in environmentally and<br />
socially responsible ways. Our activities are guided by our<br />
goal of making a positive difference and reducing our impact<br />
on the environment.<br />
The new <strong>Hyflux</strong> Innovation Centre which will serve as our<br />
global headquarters as well as R&D and commercialisation<br />
centre has been conceptualised with sustainability in mind<br />
from the design to construction phase. In addition to using<br />
eco-friendly building materials, the building has energy and<br />
water saving features. An overall 30% reduction in energy<br />
consumption each year is expected. In recognition of our<br />
efforts to integrate a solar system into our overall plan for<br />
environmental sustainability, we received the Solar Pioneer<br />
Award from Singapore’s Energy Innovation Programme<br />
Office and the Energy Market Authority. We are also working<br />
towards achieving the Building & Construction Authority’s<br />
Green Mark, a benchmarking scheme incorporating<br />
internationally recognised best practices in environmental<br />
design and performance of buildings.<br />
The water treatment plants, including seawater desalination<br />
plants that we develop help communities and industries<br />
to achieve water security as well as meet the increasingly<br />
stringent treatment and discharge standards and<br />
environmental guidelines set by municipalities, governments<br />
and international bodies like the WHO.<br />
We continuously seek to improve the efficiency of water<br />
treatment methods through innovative design, layout and<br />
processes so that we can limit and/or mitigate the effects<br />
of our activities on the surroundings. By enhancing the<br />
performance of our membrane products and plants, we are
CORPORATE SOCIAL RESPONSIBILITY<br />
<strong>Hyflux</strong> management makes mooncakes for charity event<br />
able to deliver high quality water for domestic and industrial<br />
use at better energy efficiency, smaller plant footprint, lower<br />
chemical requirements, and lower costs.<br />
HEALTH & SAFETY<br />
Safe and reliable operations are fundamental to us. It is our<br />
mission to create an accident-free environment and nurture<br />
a safety culture that keeps our employees and contractors<br />
safe at every <strong>Hyflux</strong> facility and project. With a workforce that<br />
comes from different cultures and countries, it is important<br />
that the concept of safety is easy to understand and follow<br />
and becomes a way of life for everyone. Safety practices are<br />
integrated into our work processes and an emphasis is placed<br />
on personal and collective accountability. Our Environment,<br />
Safety and Health Committee continuously strives to<br />
strengthen our safety culture through rigorous processes,<br />
regular training programmes and rewards for positive safety<br />
performance and behaviour.<br />
COMMUNITY<br />
<strong>Hyflux</strong> seeks to contribute in meaningful ways to the local<br />
communities in which we operate by supporting a variety<br />
of initiatives including social development and community<br />
investment projects.<br />
A 49-strong contingent marched in Singapore’s National Day<br />
Parade on 9 August <strong>2011</strong>, in a proud display of our heritage<br />
and the integral role that we play in ensuring the nation’s<br />
water security. This followed four months of rigorous training<br />
before the event. It was the first time that a <strong>Hyflux</strong> marching<br />
contingent celebrated Singapore’s birthday.<br />
Safe, clean drinking water for Cambodian villages<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
During the year, we took part in many activities in support<br />
of the less fortunate, education and the environment,<br />
amongst others. We also contributed to disaster relief efforts<br />
through supplying our portable and easy-to-use <strong>Hyflux</strong><br />
track membrane water filters to effectively remove particle<br />
contaminants, bacteria and turbidity in water.<br />
Our corporate social responsibility philosophy goes beyond<br />
philanthropic efforts. We encourage staff to reach out to<br />
the communities in which we live and work by serving<br />
with volunteer organisations that help the needy or the<br />
handicapped. We also play an active role in entrepreneurship<br />
development. From time to time, our senior management<br />
speak at entrepreneurship forums or host students from<br />
different parts of the world to share the story of <strong>Hyflux</strong>’s<br />
success and their personal work experiences. In doing so, we<br />
hope to promote the spirit of enterprise and to help aspiring<br />
entrepreneurs channel their creativity toward successful<br />
ventures.<br />
Water is a basic necessity for sustaining life but access to<br />
safe drinking water remains a key global challenge. Such<br />
inadequacies result in considerable social costs, and high<br />
incidences of waterborne diseases which children and the<br />
elderly are particularly vulnerable to. <strong>Hyflux</strong> is committed to<br />
playing a part toward a sustainable and secure water future.<br />
We partner with Social Capital Venture, a nonprofit social<br />
venture, to bring clean, safe and affordable water to rural<br />
villages in Cambodia through a customised water filtration<br />
system that draws on our technical expertise and membrane<br />
technology. Designed in a way that is easy to install,<br />
operate and maintain, the system removes drinking water<br />
contaminants and bacteria.<br />
31
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
INVESTOR RELATIONS<br />
In both good times and bad, our investor relations efforts are guided by<br />
the principle of providing clear, consistent and timely information about<br />
the company’s performance, strategies and business outlook to facilitate<br />
informed investment decisions, nurture continued confidence in the company<br />
and foster strong, enduring relations with the investment community.<br />
<strong>2011</strong> was a challenging time for <strong>Hyflux</strong>. The Arab Spring led<br />
to the cancellation of a contract we won in November 2010<br />
to build a desalination plant in Tobruk, Libya and dampened<br />
the outlook of the global water industry of which the MENA<br />
region is a key market for large-scale municipal desalination.<br />
Coupled with the Eurozone debt crisis, sluggish conditions in<br />
the United States and tightening monetary policies in China,<br />
the weakened market conditions resulted in a significant pullback<br />
in municipal infrastructure investments.<br />
<strong>Hyflux</strong>’s senior management and investor relations team<br />
continued to actively reach out to the investment community<br />
and media throughout the year to engage and keep the<br />
investment community informed of key developments at<br />
<strong>Hyflux</strong>.<br />
A key event during the year was the launch of <strong>Hyflux</strong>’s 6%<br />
Cumulative, Non-Convertible, Non-Voting Perpetual Class A<br />
Preference Shares in April <strong>2011</strong>. This exercise was meant to<br />
raise funds to finance new water and infrastructure projects<br />
around the world including Tuaspring Desalination Plant in<br />
Singapore. Roadshows and advertisements placed in major<br />
newspapers communicated the offer to potential investors.<br />
A telephone hotline was also provided during the entire offer<br />
period for interested parties to obtain information. The issue<br />
attracted strong interest and was over-subscribed by about<br />
six times. We successfully raised S$400 million, leading the<br />
way as the first corporate in Singapore to launch such an<br />
instrument.<br />
In both good times and bad, our investor relations efforts<br />
are guided by the principle of providing clear, consistent<br />
and timely information about the company’s performance,<br />
strategies and business outlook to facilitate informed<br />
32<br />
investment decisions, nurture continued confidence in the<br />
company and foster strong, enduring relations with the<br />
investment community.<br />
We use multiple communication channels such as<br />
shareholder meetings, briefings to analysts, investors and<br />
the media, conference calls, investor conferences and<br />
the investor relations website to achieve this. All financial<br />
information, announcements, briefing materials to analysts<br />
and the media as well as annual reports are made available<br />
on www.hyflux.com.<br />
In recognition of our commitment to high standards of<br />
corporate disclosure and governance, <strong>Hyflux</strong> was awarded<br />
runner-up in the services/utilities/agriculture category of the<br />
Most Transparent Company Award <strong>2011</strong> at the Investors’<br />
Choice Awards presented by the Securities Investors<br />
Association (Singapore).<br />
To show our appreciation to shareholders for their faith in<br />
us, the directors have recommended a final dividend of 2.10<br />
Singapore cents per share. This, together with the interim<br />
dividend of 0.67 Singapore cents paid earlier in the year,<br />
brings the total dividend for FY<strong>2011</strong> to 2.77 Singapore cents<br />
per share.
FINANCIAL STATEMENTS<br />
34<br />
41<br />
42<br />
43<br />
44<br />
45<br />
46<br />
50<br />
52<br />
123<br />
133<br />
135<br />
137<br />
138<br />
139<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
Directors’ <strong>Report</strong><br />
Statement by Directors<br />
Independent Auditors’ <strong>Report</strong><br />
Statement of Financial Position<br />
Consolidated Income Statement<br />
Consolidated Statement of Comprehensive Income<br />
Consolidated Statement of Changes in Equity<br />
Consolidated Cash Flow Statement<br />
Notes to the Financial Statements<br />
Corporate Governance Statement<br />
Supplementary Information<br />
Statistics of Shareholdings<br />
Substantial Ordinary Shareholders<br />
<strong>Hyflux</strong> Group of Companies<br />
Corporate Information<br />
33
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
DIRECTORS’ REPORT<br />
We are pleased to submit this annual report to the members of the Company together with the audited financial statements for the<br />
financial year ended 31 December <strong>2011</strong>.<br />
Directors<br />
The directors in office at the date of this report are as follows:<br />
Olivia Lum Ooi Lin Executive Chairman and Group CEO<br />
Teo Kiang Kok<br />
Lee Joo Hai<br />
Gay Chee Cheong<br />
Christopher Murugasu<br />
Rajsekar Kuppuswami Mitta<br />
Simon Tay Seong Chee (Appointed on 3 May <strong>2011</strong>)<br />
Gary Kee Eng Kwee (Appointed on 3 May <strong>2011</strong>)<br />
Directors’ interests<br />
According to the register kept by the Company for the purposes of Section 164 of the Companies Act, Chapter 50 (the Act), particulars<br />
of interests of directors who held office at the end of the financial year (including those held by their spouses and infant children) in<br />
shares, debentures, warrants and share options in the Company and in related corporations (other than wholly-owned subsidiaries) are<br />
as follows:<br />
name of director and<br />
corporation in which<br />
interests are held<br />
the company<br />
Ordinary shares<br />
At beginning<br />
of the year/<br />
date of<br />
appointment<br />
Direct interest Deemed interest<br />
At end<br />
of the year<br />
At<br />
21/1/2012<br />
At beginning<br />
of the year/<br />
date of<br />
appointment<br />
At end<br />
of the year<br />
At<br />
21/1/2012<br />
Olivia Lum Ooi Lin 252,351,211 252,351,211 252,351,211 15,000,000 15,000,000 15,000,000<br />
Teo Kiang Kok – – – – 375,000 375,000<br />
Gay Chee Cheong 675,000 1,000,000 1,000,000 – – –<br />
Christopher Murugasu 729,843 842,343 842,343 180,000 180,000 180,000<br />
the company<br />
Preference shares<br />
Olivia Lum Ooi Lin – 8,020 8,020 – – –<br />
Teo Kiang Kok – 3,000 3,000 – – –<br />
Gay Chee Cheong – 12,000 12,000 – – –<br />
Christopher Murugasu – 1,000 1,000 – – –<br />
Rajsekar Kuppuswami Mitta – – – – 20,000 20,000<br />
34
DIRECTORS’ REPORT (CONT’D)<br />
Directors’ interests (cont’d)<br />
name of director and<br />
corporation in which<br />
interests are held<br />
Share options (2001 Scheme)<br />
At beginning<br />
of the year/<br />
date of<br />
appointment<br />
Direct interest Deemed interest<br />
At end<br />
of the year<br />
At<br />
21/1/2012<br />
At beginning<br />
of the year/<br />
date of<br />
appointment<br />
At end<br />
of the year<br />
At<br />
21/1/2012<br />
Olivia Lum Ooi Lin 6,750,000 6,750,000 6,750,000 – – –<br />
Teo Kiang Kok 750,000 425,000 425,000 – – –<br />
Lee Joo Hai 750,000 425,000 425,000 – – –<br />
Gay Chee Cheong 675,000 425,000 425,000 – – –<br />
Christopher Murugasu 740,625 678,125 678,125 – – –<br />
Rajsekar Kuppuswami Mitta 375,000 425,000 425,000 – – –<br />
Share options (<strong>2011</strong> Scheme)<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
Olivia Lum Ooi Lin – 8,598,000 8,598,000 – – –<br />
There were no changes in any of the above mentioned interests in the Company between the end of the financial year and 21 January<br />
2012, except as disclosed above.<br />
By virtue of Section 7 of the Act, Olivia Lum Ooi Lin is deemed to have interests in the other subsidiaries of <strong>Hyflux</strong> <strong>Ltd</strong>, at the beginning<br />
and at the end of the financial year.<br />
Except as disclosed in this report, no director who held office at the end of the financial year had interests in shares, debentures,<br />
warrants or share options of the Company, or of related corporations, either at the beginning of the financial year, or date of appointment<br />
if later, or at the end of the financial year.<br />
Except as disclosed under the “Share Options” section of this report, neither at the end of, nor at any time during the financial year,<br />
was the Company a party to any arrangement whose objects are, or one of whose objects is, to enable the directors of the Company to<br />
acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate.<br />
Except for salaries, bonuses and fees and those benefits that are disclosed in this report and in note 34 to the financial statements,<br />
since the end of the last financial year, no director has received or become entitled to receive, a benefit by reason of a contract made<br />
by the Company or a related corporation with the director, or with a firm of which he is a member, or with a company in which he has a<br />
substantial financial interest.<br />
35
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
DIRECTORS’ REPORT (CONT’D)<br />
shAre options<br />
The <strong>Hyflux</strong> Employees’ Share Option Scheme (the 2001 Scheme) of the Company was approved and adopted by its members at an<br />
Extraordinary General Meeting held on 27 September 2001.<br />
On 24 November 2003, the members of the Company approved a modification to the 2001 Scheme which allowed Olivia Lum Ooi Lin,<br />
Executive Chairman and Group CEO, and a substantial shareholder of the Company, to participate in the 2001 Scheme. The maximum<br />
entitlement of Olivia Lum Ooi Lin is 10% of the total number of shares which may be issued by the Company under the 2001 Scheme.<br />
The 2001 Scheme expired on 26 September <strong>2011</strong>.<br />
On 27 April <strong>2011</strong>, the members of the Company have approved the implementation of new share option scheme (the <strong>2011</strong> Scheme) to<br />
replace the 2001 Scheme that expired on 26 September <strong>2011</strong> and allowed Olivia Lum Ooi Lin, Executive Chairman and Group CEO, and<br />
a substantial shareholder of the Company, to participate in the <strong>2011</strong> Scheme. The implementation of the <strong>2011</strong> Scheme and replacement<br />
of expired scheme do not affect the rights of holders of the options under the expired scheme. The maximum entitlement of Olivia Lum<br />
Ooi Lin is 10% of the total number of shares which may be issued by the Company under the <strong>2011</strong> Scheme. The aggregate number of<br />
scheme shares available to Olivia Lum Ooi Lin and her associates (as defined in SGX Listing Manual) shall not exceed 25% of the total<br />
number of scheme shares available under the <strong>2011</strong> Scheme.<br />
The <strong>2011</strong> Scheme is administered by the Company’s Remuneration Committee. It was in force since 27 September <strong>2011</strong> and shall<br />
expire on 26 September 2021.<br />
36
DIRECTORS’ REPORT (CONT’D)<br />
shAre options (cont’d)<br />
At the end of the financial year, details of the options granted under the 2001 and <strong>2011</strong> Schemes on the unissued ordinary shares of the Company, are as follows:<br />
number of<br />
holders as at<br />
31 December<br />
<strong>2011</strong> exercise period<br />
options<br />
outstanding at<br />
31 December<br />
<strong>2011</strong><br />
options<br />
forfeited<br />
options<br />
exercised<br />
options<br />
granted<br />
options<br />
outstanding at<br />
1 January <strong>2011</strong><br />
exercise<br />
price<br />
per share<br />
$<br />
Date of grant<br />
of options<br />
2001 scheme<br />
15/10/2001 0.1792 56,947 – (38,625) (18,322) – – 15/10/2002 – 14/10/<strong>2011</strong><br />
11/01/2002 0.2749 1,125 – (1,000) – 125 1 11/01/2003 – 10/01/2012<br />
28/03/2002 0.3624 7,172 – (6,375) – 797 2 28/03/2003 – 27/03/2012<br />
08/07/2002 0.3776 1,125 – (1,000) – 125 1 08/07/2003 – 07/07/2012<br />
07/01/2003 0.3997 750 – – – 750 2 07/01/2004 – 06/01/2013<br />
07/04/2003 0.4835 113,625 – (95,116) – 18,509 2 07/04/2004 – 06/04/2013<br />
16/10/2003 0.7054 257,625 – (2,000) – 255,625 5 16/10/2004 – 15/10/2013<br />
08/12/2003 0.6798 150,000 – (100,000) – 50,000 1 08/12/2004 – 07/12/2013<br />
29/12/2003 0.7085 54,000 – – – 54,000 5 29/12/2004 – 28/12/2013<br />
14/05/2004 0.6400 180,000 – (180,000) – – – 14/05/2005 – 13/05/2014<br />
07/02/2005 1.2400 1,707,000 – (351,000) (750) 1,355,250 23 07/02/2006 – 06/02/2015<br />
09/05/2005 1.5378 6,750,000 – – – 6,750,000 1 09/05/2006 – 08/05/2015<br />
01/06/2005 1.6995 27,000 – – – 27,000 1 01/06/2006 – 31/05/2015<br />
08/06/2005 1.7671 40,500 – – – 40,500 1 08/06/2006 – 07/06/2015<br />
28/03/2006 1.7747 357,000 – (174,000) (18,000) 165,000 6 28/03/2007 – 27/03/2016<br />
28/03/2006 1.7747 1,050,000 – (1,050,000) – – – 28/03/2007 – 27/03/<strong>2011</strong><br />
18/10/2006 1.5747 1,470,000 – – – 1,470,000 3 18/10/2007 – 16/10/2016<br />
07/12/2006 1.5813 2,160,000 – (339,000) (123,000) 1,698,000 42 07/12/2007 – 06/12/2016<br />
05/04/2007 1.7493 390,000 – – – 390,000 2 05/04/2008 – 04/04/2017<br />
23/05/2007 1.7387 126,000 – (48,000) (48,000) 30,000 1 23/05/2008 – 22/05/2017<br />
25/09/2007 1.8613 2,802,000 – (183,000) (330,000) 2,289,000 26 25/09/2008 – 24/09/2017<br />
26/05/2008 2.4187 3,255,000 – – (1,305,000) 1,950,000 30 26/05/2009 – 25/05/2018<br />
31/10/2008 0.9813 5,983,500 – (733,000) (874,500) 4,376,000 64 31/10/2009 – 30/10/2018<br />
09/01/2009 1.2720 750,000 – – – 750,000 1 09/01/2010 – 08/01/2019<br />
15/05/2009 1.1987 1,185,000 – (135,000) (645,000) 405,000 3 15/05/2010 – 14/05/2019<br />
22/10/2009 2.0733 495,000 – – (270,000) 225,000 2 22/10/2010 – 21/10/2019<br />
26/02/2010 2.3600 1,665,000 – – – 1,665,000 8 26/02/<strong>2011</strong> – 25/02/2020<br />
26/02/2010 2.3600 2,250,000 – – – 2,250,000 6 26/02/<strong>2011</strong> – 25/02/2015<br />
16/11/2010 2.1907 2,355,000 – – (330,000) 2,025,000 27 16/11/<strong>2011</strong> – 15/11/2020<br />
04/03/<strong>2011</strong> 1.8920 – 5,130,000 – (555,000) 4,575,000 68 04/03/2012 – 03/03/2021<br />
04/03/<strong>2011</strong> 1.8920 – 300,000 – – 300,000 6 04/03/2012 – 03/03/2016<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
<strong>2011</strong> scheme<br />
18/10/<strong>2011</strong> 1.4660 – 8,598,000 – – 8,598,000 1 18/10/2012 – 17/10/2021<br />
35,640,369 14,028,000 (3,437,116) (4,517,572) 41,713,681 341<br />
37
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
DIRECTORS’ REPORT (CONT’D)<br />
shAre options (cont’d)<br />
Except as discussed above, there were no unissued shares of the Company or its subsidiaries under options granted by the Company<br />
or its subsidiaries as at the end of the financial year.<br />
Details of options granted to directors of the Company under the 2001 Scheme and <strong>2011</strong> Scheme (collectively as the Schemes) are as<br />
follows:<br />
name of director<br />
options granted<br />
for the financial<br />
year ended<br />
31 December <strong>2011</strong><br />
Aggregate options<br />
granted since<br />
commencement<br />
of schemes to<br />
31 December <strong>2011</strong><br />
Aggregate options<br />
exercised since<br />
commencement<br />
of schemes to<br />
31 December <strong>2011</strong><br />
Aggregate options<br />
outstanding<br />
as at<br />
31 December <strong>2011</strong><br />
2001 scheme<br />
Olivia Lum Ooi Lin – 6,750,000 – 6,750,000<br />
Teo Kiang Kok 50,000 800,000 (375,000) 425,000<br />
Lee Joo Hai 50,000 800,000 (375,000) 425,000<br />
Gay Chee Cheong 50,000 725,000 (300,000) 425,000<br />
Christopher Murugasu 50,000 1,409,375 (731,250) 678,125<br />
Rajsekar Kuppuswami Mitta 50,000 425,000 – 425,000<br />
<strong>2011</strong> scheme<br />
Olivia Lum Ooi Lin 8,598,000 8,598,000 – 8,598,000<br />
Total 8,848,000 19,507,375 (1,781,250) 17,726,125<br />
Except as disclosed in this report, since the commencement of the Schemes to the end of the financial year:<br />
• No options have been granted to the controlling shareholders of the Company or their associates;<br />
• No participant has been granted 5% or more of the total options available under the Schemes;<br />
• No options have been granted to directors and employees of the holding company and its related corporations under the<br />
Schemes;<br />
• No options that entitle the holders of the options to participate, by virtue of such holding, to any share issue of any other<br />
corporation have been granted; and<br />
• The exercise price of the options is set at the market price, as defined in the Schemes, at the time of grant. No options have been<br />
granted at a discount.<br />
38
DIRECTORS’ REPORT (CONT’D)<br />
AuDit committee<br />
The members of the Audit Committee at the date of this report are:<br />
Lee Joo Hai (Chairman), non-executive independent director<br />
Gay Chee Cheong, non-executive independent director<br />
Rajsekar Kuppuswami Mitta, non-executive independent director (Appointed on 5 May <strong>2011</strong>)<br />
Gary Kee Eng Kwee, non-executive non-independent director (Appointed on 5 May <strong>2011</strong>)<br />
The members of the Audit Committee, collectively, have expertise and extensive experience in legal, accounting, financial management<br />
and business, and are qualified to discharge the Audit Committee’s responsibilities.<br />
The primary functions of the Audit Committee are as follows:<br />
1. assists the Board in discharging its statutory responsibilities on financial and accounting matters;<br />
2. reviews the financial and operating results and accounting policies of the Group;<br />
3. reviews significant financial reporting issues and judgements relating to financial statements for each financial year, interim and<br />
annual results announcement before submission to the Board for approval;<br />
4. reviews the adequacy of the Company’s internal control (financial and operational) and risk management policies and systems<br />
established by the Management;<br />
5. reviews the audit plans and reports of the external and internal auditors and considers the effectiveness of the actions taken by<br />
the Management on the auditors’ recommendations;<br />
6. appraises and reports to the Board on the audits undertaken by the external and internal auditors, the adequacy of the disclosure<br />
of information, and the appropriateness and quality of the system of management and internal controls;<br />
7. reviews the independence of external auditors annually and considers the appointment or re-appointment of external auditors,<br />
reviews the level of audit and non-audit fees and matters relating to the resignation or removal of the auditors and approves the<br />
remuneration and terms of engagement of the external auditors; and<br />
8. reviews interested person transactions, as defined in Chapter 9 of the SGX Listing Manual.<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
The Audit Committee has held 4 meetings since the last directors’ report. In fulfilling its responsibilities, the Audit Committee receives<br />
regular reports from the Management. The Audit Committee has full access to and co-operation of the Management and meets with<br />
KPMG LLP in private at least once a year, and more frequently if necessary.<br />
39
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
DIRECTORS’ REPORT (CONT’D)<br />
AuDit committee (Cont’d)<br />
The Audit Committee has explicit authority within the scope of its responsibilities to seek any information it requires or investigate any<br />
matter within its terms of reference. The Audit Committee has adequate resources to enable it to discharge its responsibilities properly.<br />
The Group has put in place a confidential communication programme as endorsed by the Audit Committee. Employees may, in<br />
confidence, raise concerns about possible corporate improprieties in matters of financial reporting or other matters and to ensure that<br />
arrangements are in place for the independent investigations of such matters and for appropriate follow-up actions. The details of the<br />
confidential communication policies and arrangements have been made available to all employees.<br />
The Audit Committee is satisfied with the independence and objectivity of the external auditors and has recommended to the Board of<br />
Directors that the auditors, KPMG LLP, be nominated for re-appointment as auditors at the forthcoming <strong>Annual</strong> General Meeting of the<br />
Company.<br />
In appointing our auditors for the Company, subsidiaries and significant associates, we have complied with Rules 712, 715 and 716 of<br />
the SGX Listing Manual.<br />
AuDitors<br />
The auditors, KPMG LLP, have indicated their willingness to accept re-appointment.<br />
On behalf of the Board of Directors<br />
────────────────────<br />
olivia Lum ooi Lin<br />
Director<br />
────────────────────<br />
teo Kiang Kok<br />
Director<br />
23 March 2012<br />
40
STATEMENT BY DIRECTORS<br />
In our opinion:<br />
(a) the financial statements set out on pages 43 to 122 are drawn up so as to give a true and fair view of the state of affairs of the<br />
Group and of the Company as at 31 December <strong>2011</strong> and the results, changes in equity and cash flows of the Group for the year<br />
ended on that date in accordance with the provisions of the Singapore Companies Act, Chapter 50 and Singapore Financial<br />
<strong>Report</strong>ing Standards; and<br />
(b) at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts as and when<br />
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 />
────────────────────<br />
olivia Lum ooi Lin<br />
Director<br />
────────────────────<br />
teo Kiang Kok<br />
Director<br />
23 March 2012<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
41
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
INDEPENDENT AUDITORS’ REPORT<br />
Members of the Company<br />
<strong>Hyflux</strong> <strong>Ltd</strong><br />
<strong>Report</strong> on the financial statements<br />
We have audited the accompanying financial statements of <strong>Hyflux</strong> <strong>Ltd</strong> (the Company) and its subsidiaries (the Group), which comprise<br />
the statement of financial position of the Group and the Company as at 31 December <strong>2011</strong>, the income statement, statement of<br />
comprehensive income, statement of changes in equity and statement of cash flows of the Group for the year then ended, and a<br />
summary of significant accounting policies and other explanatory information, as set out on pages 43 to 122.<br />
Management’s responsibility for the financial statements<br />
Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the provisions<br />
of the Singapore Companies Act, Chapter 50 (the Act) and Singapore Financial <strong>Report</strong>ing Standards, and for devising and maintaining<br />
a system of internal accounting controls sufficient to provide a reasonable assurance that assets are safeguarded against loss from<br />
unauthorised use or disposition; and transactions are properly authorised and that they are recorded as necessary to permit the<br />
preparation of true and fair profit and loss accounts and balance sheets and to maintain accountability of assets.<br />
Auditors’ responsibility<br />
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with<br />
Singapore Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to<br />
obtain reasonable assurance about whether the financial statements are free from material misstatement.<br />
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.<br />
The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the<br />
financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant<br />
to the entity’s preparation of financial statements that give a true and fair view in order to design audit procedures that are appropriate<br />
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit<br />
also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by<br />
management, 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 opinion.<br />
Opinion<br />
In our opinion, the consolidated financial statements of the Group and the statement of financial position of the Company are properly<br />
drawn up in accordance with the provisions of the Act and Singapore Financial <strong>Report</strong>ing Standards 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>2011</strong> and the results, changes in equity and cash flows of the Group<br />
for the year ended on that date.<br />
report on other legal and regulatory requirements<br />
In our opinion, the accounting and other records required by the Act to be kept by the Company and by those subsidiaries incorporated<br />
in Singapore of which we are the auditors have been properly kept in accordance with the provisions of the Act.<br />
KpmG LLp<br />
Public Accountants and<br />
Certified Public Accountants<br />
singapore<br />
23 March 2012<br />
42
STATEMENT OF FINANCIAL POSITION<br />
AS AT 31 DECEMBER <strong>2011</strong><br />
Group company<br />
note <strong>2011</strong> 2010 <strong>2011</strong> 2010<br />
$’000 $’000 $’000 $’000<br />
non-current assets<br />
Property, plant and equipment 4 188,571 155,826 – –<br />
Intangible assets 5 43,876 62,075 – 1,779<br />
Intangible assets arising from service concession arrangements 6 154,937 129,494 – –<br />
Investments in subsidiaries 7 – – 169,420 119,820<br />
Investments in joint venture 8 – – 3,125 3,125<br />
Investments in associates 9 108,887 75,032 13,704 13,320<br />
Financial receivables 11 418,320 226,149 – –<br />
Trade and other receivables 12 15,552 15,816 445,312 16,924<br />
Deferred tax assets 13 2,829 1,616 – –<br />
total non-current assets 932,972 666,008 631,561 154,968<br />
current assets<br />
Gross amounts due for contract work 14 176,910 254,469 – –<br />
Inventories 15 24,195 26,261 – –<br />
Financial receivables 11 4,937 5,851 – –<br />
Trade and other receivables, including derivatives 12 231,093 182,398 729,141 608,382<br />
Other investments 10 – 2,429 – 2,429<br />
Cash and cash equivalents 16 662,358 222,286 96,407 65,656<br />
total current assets 1,099,493 693,694 825,548 676,467<br />
current liabilities<br />
Trade and other payables, including derivatives 17 227,840 210,038 135,567 73,480<br />
Loans and borrowings 18 118,121 95,660 88,438 52,538<br />
Tax payable 10,262 10,251 2,983 2,893<br />
total current liabilities 356,223 315,949 226,988 128,911<br />
net current assets 743,270 377,745 598,560 547,556<br />
non-current liabilities<br />
Loans and borrowings 18 712,301 503,606 573,811 443,668<br />
Deferred tax liabilities 13 28,374 25,640 – –<br />
total non-current liabilities 740,675 529,246 573,811 443,668<br />
net assets 935,567 514,507 656,310 258,856<br />
equity<br />
Share capital 604,740 207,474 604,740 207,474<br />
Reserve for own shares (4,461) (1,292) (4,461) (1,292)<br />
Capital reserve 6,467 4,752 796 –<br />
Foreign currency translation reserve 3,635 (14,637) – –<br />
Hedging reserve (3,996) (3,560) – –<br />
Employees’ share option reserve 19,647 18,609 19,647 18,609<br />
Retained earnings 294,559 291,155 35,588 34,065<br />
total equity attributable to owners of the company 920,591 502,501 656,310 258,856<br />
non-controlling interests 14,976 12,006 – –<br />
total equity 19 935,567 514,507 656,310 258,856<br />
The accompanying notes form an integral part of these financial statements.<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
43
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
CONSOLIDATED INCOME STATEMENT<br />
YEAR ENDED 31 DECEMBER <strong>2011</strong><br />
note <strong>2011</strong> 2010<br />
$’000 $’000<br />
Revenue 22 481,975 569,737<br />
Other income 8,064 6,855<br />
Changes in inventories of finished goods and work-in-progress (408) 2,641<br />
Raw materials and consumables used and subcontractors’ cost (259,473) (302,961)<br />
Staff costs (60,040) (65,408)<br />
Depreciation, amortisation and impairment (36,637) (27,501)<br />
Other expenses (50,067) (68,089)<br />
Finance costs 23 (22,597) (16,760)<br />
Share of profit of associates, net of income tax 1,226 1,959<br />
Profit before income tax 24 62,043 100,473<br />
Tax expense 25 (6,318) (11,588)<br />
Profit for the year 55,725 88,885<br />
Profit attributable to:<br />
Owners of the Company 53,027 88,510<br />
Non-controlling interests 2,698 375<br />
Profit for the year 55,725 88,885<br />
earnings per share (cents)<br />
Basic earnings per share 26 4.30 10.52<br />
Diluted earnings per share 26 4.28 10.23<br />
The accompanying notes form an integral part of these financial statements.<br />
44
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME<br />
YEAR ENDED 31 DECEMBER <strong>2011</strong><br />
<strong>2011</strong> 2010<br />
$’000 $’000<br />
Profit for the year 55,725 88,885<br />
other comprehensive income<br />
Foreign currency translation differences for foreign operations 18,831 (20,310)<br />
Share of hedging reserve of associates 342 424<br />
Effective portion of changes in fair value of cash flow hedges (778) 2,301<br />
Net change in fair value of cash flow hedges transferred to profit or loss – 431<br />
Share of statutory reserve of associates – (102)<br />
other comprehensive income/(loss) for the year, net of income tax 18,395 (17,256)<br />
total comprehensive income for the year 74,120 71,629<br />
Total comprehensive income attributable to:<br />
Owners of the Company 70,863 72,384<br />
Non-controlling interests 3,257 (755)<br />
total comprehensive income for the year 74,120 71,629<br />
The accompanying notes form an integral part of these financial statements.<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
45
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY<br />
YEAR ENDED 31 DECEMBER <strong>2011</strong><br />
total equity<br />
Foreign<br />
employees’<br />
attributable<br />
reserve<br />
currency<br />
share<br />
to owners non-<br />
share for own capital translation hedging option retained of the controlling total<br />
capital shares reserve reserve reserve reserve earnings company interests equity<br />
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000<br />
Group<br />
At 1 January <strong>2011</strong> 207,474 (1,292) 4,752 (14,637) (3,560) 18,609 291,155 502,501 12,006 514,507<br />
46<br />
total comprehensive income for<br />
the year<br />
Profit for the year – – – – – – 53,027 53,027 2,698 55,725<br />
Other comprehensive income<br />
Foreign currency translation<br />
differences for foreign operations – – – 18,272 – – – 18,272 559 18,831<br />
Share of hedging reserve of<br />
associates – – – – 342 – – 342 – 342<br />
Effective portion of changes in fair<br />
value of cash flow hedges – – – – (778) – – (778) – (778)<br />
Total comprehensive income/(loss)<br />
for the year – – – 18,272 (436) – 53,027 70,863 3,257 74,120<br />
The accompanying notes form an integral part of these financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONT’D)<br />
YEAR ENDED 31 DECEMBER <strong>2011</strong><br />
total equity<br />
Foreign<br />
employees’<br />
attributable<br />
reserve<br />
currency<br />
share<br />
to owners non-<br />
share for own capital translation hedging option retained of the controlling total<br />
capital shares reserve reserve reserve reserve earnings company interests equity<br />
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000<br />
Group<br />
Transactions with owners,<br />
recognised directly in equity<br />
contributions by and distributions<br />
to owners<br />
Issue of shares for cash under<br />
Employees’ Share Option Scheme 4,697 – – – – – – 4,697 – 4,697<br />
Issue of Class A Cumulative<br />
Perpetual Preference Shares<br />
(CPS) 392,569 – – – – – – 392,569 – 392,569<br />
Own shares acquired – (3,169) – – – – – (3,169) – (3,169)<br />
Value of employee services received<br />
for issue of share options – – – – – 1,038 – 1,038 – 1,038<br />
Transfer to capital reserve – – 1,715 – – – (1,715) – – –<br />
Capital contributions from noncontrolling<br />
interests of a subsidiary – – – – – – – – 50 50<br />
Liquidation of subsidiaries – – – – – – – – (337) (337)<br />
Dividends declared – – – – – – (47,908) (47,908) – (47,908)<br />
total transactions with owners 397,266 (3,169) 1,715 – – 1,038 (49,623) 347,227 (287) 346,940<br />
At 31 December <strong>2011</strong> 604,740 (4,461) 6,467 3,635 (3,996) 19,647 294,559 920,591 14,976 935,567<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
The accompanying notes form an integral part of these financial statements.<br />
47
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONT’D)<br />
YEAR ENDED 31 DECEMBER <strong>2011</strong><br />
48<br />
total equity<br />
Foreign<br />
employees’<br />
attributable<br />
reserve<br />
currency<br />
share<br />
to owners non-<br />
share for own capital translation hedging option retained of the controlling total<br />
capital shares reserve reserve reserve reserve earnings company interests equity<br />
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000<br />
Group<br />
At 1 January 2010 105,114 (1,292) 8,627 4,543 (6,716) 16,780 238,188 365,244 28,158 393,402<br />
total comprehensive income for<br />
the year<br />
Profit for the year – – – – – – 88,510 88,510 375 88,885<br />
Other comprehensive income<br />
Foreign currency translation<br />
differences for foreign operations – – – (19,180) – – – (19,180) (1,130) (20,310)<br />
Share of hedging reserve of<br />
associates – – – – 424 – – 424 – 424<br />
Effective portion of changes in fair<br />
value of cash flow hedges – – – – 2,301 – – 2,301 – 2,301<br />
Net change in fair value of cash flow<br />
hedges transferred to profit or loss – – – – 431 – – 431 – 431<br />
Share of statutory reserve of<br />
associates – – (102) – – – – (102) – (102)<br />
Total comprehensive (loss)/income<br />
for the year – – (102) (19,180) 3,156 – 88,510 72,384 (755) 71,629<br />
The accompanying notes form an integral part of these financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONT’D)<br />
YEAR ENDED 31 DECEMBER <strong>2011</strong><br />
Foreign<br />
employees’<br />
reserve<br />
currency<br />
share<br />
non-<br />
share for own capital translation hedging option retained<br />
controlling<br />
capital shares reserve reserve reserve reserve earnings company interests<br />
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000<br />
total<br />
equity<br />
attributable<br />
to owners<br />
of the<br />
total<br />
equity<br />
Group<br />
Transactions with owners,<br />
recognised directly in equity<br />
contributions by and distributions<br />
to owners<br />
Issue of shares for cash under<br />
Employees’ Share Option Scheme 6,181 – – – – – – 6,181 – 6,181<br />
Issue of shares for cash under<br />
warrant subscription agreements 96,179 – – – – – – 96,179 – 96,179<br />
Value of employee services received<br />
for issue of share options – – – – – 1,829 – 1,829 – 1,829<br />
Transfer to capital reserve – – 1,321 – – – (1,321) – – –<br />
Dividends declared – – – – – – (34,222) (34,222) – (34,222)<br />
total contributions by and<br />
distributions to owners 102,360 – 1,321 – – 1,829 (35,543) 69,967 – 69,967<br />
changes in ownership interests in<br />
subsidiaries<br />
Acquisition of non-controlling<br />
interests without a change in<br />
control – – (5,094) – – – – (5,094) (15,397) (20,491)<br />
total changes in ownership<br />
interests in subsidiaries – – (5,094) – – – – (5,094) (15,397) (20,491)<br />
total transactions with owners 102,360 – (3,773) – – 1,829 (35,543) 64,873 (15,397) 49,476<br />
At 31 December 2010 207,474 (1,292) 4,752 (14,637) (3,560) 18,609 291,155 502,501 12,006 514,507<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
The accompanying notes form an integral part of these financial statements.<br />
49
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
CONSOLIDATED CASH FLOW STATEMENT<br />
YEAR ENDED 31 DECEMBER <strong>2011</strong><br />
note <strong>2011</strong> 2010<br />
$’000 $’000<br />
Cash flows from operating activities<br />
Profit before income tax 62,043 100,473<br />
Adjustments for:<br />
Allowance for inventory obsolescence 15 113 1,412<br />
Depreciation, amortisation and impairment 36,637 27,501<br />
Employees’ share option expense 1,038 1,829<br />
Fair value loss/(gain) on derivative financial instruments 594 (754)<br />
Finance costs 22,597 16,760<br />
Financial receivables written off 3,056 –<br />
Gain on liquidation of subsidiaries (296) –<br />
Gain on sale of investment property – (1,186)<br />
(Gain)/loss on sale of property, plant and equipment (11,899) 380<br />
Impairment of investments – 264<br />
Impairment of trade and other receivables 2,889 1,526<br />
Intangible assets written off 25 –<br />
Interest income (3,041) (3,125)<br />
Remeasurement to fair value of an associate to joint venture – (22,787)<br />
Share of profit of associates, net of income tax (1,226) (1,959)<br />
112,530 120,334<br />
Change in inventories 1,576 4,840<br />
Change in gross amounts due for contract work 75,747 (134,475)<br />
Change in trade and other receivables (49,861) 10,154<br />
Change in trade and other payables 25,595 (53,448)<br />
cash from/(used in) operating activities before service concession arrangement projects 165,587 (52,595)<br />
Change in financial receivables from service concession arrangements (194,308) 7,142<br />
Change in intangible assets arising from service concession arrangements (20,052) 4,291<br />
cash used in operating activities after service concession arrangement projects (48,773) (41,162)<br />
Income tax paid (7,373) (8,305)<br />
net cash used in operating activities (56,146) (49,467)<br />
The accompanying notes form an integral part of these financial statements.<br />
50
CONSOLIDATED CASH FLOW STATEMENT (CONT’D)<br />
YEAR ENDED 31 DECEMBER <strong>2011</strong><br />
note <strong>2011</strong> 2010<br />
$’000 $’000<br />
Cash flows from investing activities<br />
Acquisition of a joint venture, net of cash acquired 28 – (27,212)<br />
Acquisition of intangible assets (5,094) (12,858)<br />
Acquisition of non-controlling interests 28 – (20,491)<br />
Acquisition of property, plant and equipment 4 (53,366) (28,111)<br />
Additional investment in an associate (33,079) (23,691)<br />
Capital contribution from non-controlling interests of a subsidiary 50 –<br />
Change in amounts due from related parties (non-trade) (427) 1,955<br />
Dividends received from associates 1,470 10,179<br />
Interest received 2,657 2,760<br />
Investment in available-for-sale money market instrument – (2,429)<br />
Net cash outflow from liquidation of subsidiaries (178) –<br />
Proceeds from sale of investment property – 3,237<br />
Proceeds from sale of other investments 2,429 –<br />
Proceeds from sale of property, plant and equipment 26,280 937<br />
net cash used in investing activities (59,258) (95,724)<br />
Cash flows from financing activities<br />
Dividends paid to equity holders of the Company (47,908) (34,222)<br />
Decrease/(increase) in deposits pledged 204 (204)<br />
Interest paid (17,702) (16,297)<br />
Net proceeds from CPS issue 392,569 –<br />
Payment of finance lease liabilities – (73)<br />
Proceeds from borrowings 605,085 383,447<br />
Proceeds from exercise of share options and warrants 4,697 102,360<br />
Purchases of treasury shares (3,169) –<br />
Repayment of borrowings (399,125) (221,832)<br />
Net cash from financing activities 534,651 213,179<br />
net increase in cash and cash equivalents 419,247 67,988<br />
Cash and cash equivalents at 1 January 222,082 166,735<br />
Effect of exchange rate fluctuations on cash held 86 (12,641)<br />
cash and cash equivalents at 31 December 16 641,415 222,082<br />
The accompanying notes form an integral part of these financial statements.<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
51
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
NOTES TO THE FINANCIAL STATEMENTS<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 23 March 2012.<br />
1 DomiciLe AnD Activities<br />
<strong>Hyflux</strong> <strong>Ltd</strong> (the Company) is incorporated in the Republic of Singapore. The address of the Company’s registered office is <strong>Hyflux</strong><br />
Building, 202 Kallang Bahru, Singapore 339339.<br />
The financial statements of the Company as at and for the year ended 31 December <strong>2011</strong> comprise the Company and its<br />
subsidiaries (together referred to as the Group and individually as Group entities) and the Group’s interests in associates and<br />
joint ventures.<br />
The principal activities of the Company are those relating to investment holding.<br />
The principal activities of the subsidiaries comprise the following:<br />
Water<br />
- Seawater desalination, raw water purification, wastewater cleaning, water recycling, water reclamation and ultra pure<br />
water production for municipal and industrial clients as well as home consumer filtration and purification products; and<br />
- Design, building and sale of water treatment plants, seawater desalination plants, wastewater treatment plants and water<br />
recycling plants under service concession arrangements.<br />
renewable resources management<br />
- Development of membrane applications in resource recovery, waste recycling and energy reclamation, including<br />
applications such as used oil recovery and recycling;<br />
- Development and commercialisation of specialty materials, such as L-lactic acid from natural renewable resources; and<br />
- Separation, concentration and purification treatments for manufacturing process streams.<br />
2 BAsis oF prepArAtion<br />
2.1 statement of compliance<br />
The financial statements have been prepared in accordance with the Singapore Financial <strong>Report</strong>ing Standards (FRS).<br />
2.2 Basis of measurement<br />
52<br />
The financial statements have been prepared on the historical cost basis except for derivative financial instruments which are<br />
measured at fair value.
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
2 BAsis oF prepArAtion (cont’d)<br />
2.3 Functional and presentation currency<br />
These financial statements are presented in Singapore dollars, which is the Company’s functional currency. Other significant<br />
entities within the Group have Chinese Renminbi, US dollars and Algerian Dinar as their functional currency. All financial<br />
information presented in Singapore dollars has been rounded to the nearest thousand, unless otherwise stated.<br />
2.4 use of estimates and judgements<br />
The preparation of the financial statements in conformity with FRSs requires management to make judgements, estimates<br />
and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and<br />
expenses. Actual results may differ from these estimates.<br />
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in<br />
the period in which the estimates are revised and in any future periods affected.<br />
Information about critical judgements in applying accounting policies that have the most significant effect on the amounts<br />
recognised in the financial statements is included in note 5 on capitalisation of development costs.<br />
Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within<br />
the next financial year are included in the following notes:<br />
• Note 4 – residual values and useful lives of property, plant and equipment;<br />
• Note 5 – useful lives and recoverability of intangible assets;<br />
• Notes 4 and 5 – key assumptions used in discounted cash flow projections;<br />
• Note 21 – recoverability of trade and other receivables; and<br />
• Note 33 – contingencies.<br />
2.5 changes in accounting policies<br />
Overview<br />
On the adoption of new and revised FRSs as of 1 January <strong>2011</strong>, the Group changed its accounting policies in the following areas:<br />
(i) measurement of non-controlling interests in business combinations<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
From 1 January <strong>2011</strong>, the Group has applied the amendments to FRS 103 Business Combinations resulting from the<br />
Improvements to FRSs 2010 in measuring at the acquisition date, non-controlling interests that are not present ownership<br />
interests and do not entitle their holders to a proportionate share of the acquiree’s net assets in the event of liquidation.<br />
Such non-controlling interests are now measured at fair value (see note 3.1).<br />
Previously, the Group has elected on a transaction-by-transaction basis whether to measure non-controlling interests<br />
that are not present ownership interests and do not entitle holders to proportionate share of the acquiree’s net assets<br />
on liquidation at fair value, or at the non-controlling interests’ proportionate share of the recognised amounts of the<br />
acquiree’s identifiable net assets, at the acquisition date.<br />
This change in accounting policy has been applied prospectively to new business combinations occurring on or after 1<br />
January <strong>2011</strong> and has no material impact on earnings per share.<br />
53
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
2 BAsis oF prepArAtion (cont’d)<br />
2.5 changes in accounting policies (cont’d)<br />
Overview (cont’d)<br />
(ii) Identification of related party relationships and related party disclosures<br />
From 1 January <strong>2011</strong>, the Group has applied the revised FRS 24 Related Party Disclosures (2010) to identify parties that<br />
are related to the Group and to determine the disclosures to be made on transactions and outstanding balances, including<br />
commitments, between the Group and its related parties. FRS 24 (2010) improved the definition of a related party in order<br />
to eliminate inconsistencies and ensure symmetrical identification of relationships between two parties.<br />
The adoption of FRS 24 (2010) affects only the disclosures made in the financial statements. There is no financial effect<br />
on the results and financial position of the Group for the current and previous financial years. Accordingly, the adoption<br />
of FRS 24 (2010) has no impact on earnings per share.<br />
3 siGniFicAnt AccountinG poLicies<br />
The accounting policies set out below have been applied consistently to all periods presented in these financial statements,<br />
and have been applied consistently by Group entities, except as explained in note 2.5 which addresses changes in accounting<br />
policies.<br />
3.1 Basis of consolidation<br />
54<br />
Business combinations<br />
Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which<br />
control is transferred to the Group. Control is the power to govern the financial and operating policies of an entity so as to obtain<br />
benefits from its activities. In assessing control, the Group takes into consideration potential voting rights that are currently<br />
exercisable.<br />
The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts<br />
are generally recognised in profit or loss.<br />
Costs related to the acquisition, other than those associated with the issue of debt or equity securities, that the Group incurs in<br />
connection with a business combination are expensed as incurred.<br />
Any contingent consideration payable is recognised at fair value at the acquisition date. If the contingent consideration is<br />
classified as equity, it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent changes to the<br />
fair value of the contingent consideration are recognised in profit or loss.<br />
For non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the<br />
acquiree’s net assets in the event of liquidation, the Group elects on a transaction-by-transaction basis whether to measure them<br />
at fair value, or at the non-controlling interests’ proportionate share of the recognised amounts of the acquiree’s identifiable net<br />
assets, at the acquisition date. All other non-controlling interests are measured at acquisition-date fair value or, when applicable,<br />
on the basis specified in another standard.
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
3 siGniFicAnt AccountinG poLicies (cont’d)<br />
3.1 Basis of consolidation (cont’d)<br />
Business combinations (cont’d)<br />
When share-based payment awards (replacement awards) are exchanged for awards held by the acquiree’s employees<br />
(acquiree’s awards) and relate to past services, then all or a portion of the amount of the acquirer’s replacement awards is<br />
included in measuring the consideration transferred in the business combination. This determination is based on the marketbased<br />
value of the replacement awards compared with the market-based value of the acquiree’s awards and the extent to which<br />
the replacement awards relate to past and/or future service.<br />
Subsidiaries<br />
Subsidiaries are entities controlled by the Group. The financial statements of subsidiaries are included in the consolidated<br />
financial statements from the date that control commences until the date that control ceases.<br />
The accounting policies of subsidiaries have been changed when necessary to align them with the policies adopted by the Group.<br />
Losses applicable to the non-controlling interests in a subsidiary are allocated to the non-controlling interests even if doing so<br />
causes the non-controlling interests to have a deficit balance.<br />
Loss of control<br />
Upon the loss of control, the Group derecognises the assets and liabilities of the subsidiary, any non-controlling interests and the<br />
other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognised in profit<br />
or loss. If the Group retains any interest in the previous subsidiary, then such interest is measured at fair value at the date that<br />
control is lost. Subsequently, it is accounted for as a jointly-controlled entity, an equity-accounted investee or as an available-forsale<br />
financial asset depending on the level of influence retained.<br />
Joint ventures<br />
Joint ventures are those entities over whose activities the Group has joint control, established by contractual agreement<br />
and requiring unanimous consent for strategic financial and operating decisions. Joint ventures are accounted for using<br />
proportionate consolidation. The financial statements of joint ventures are proportionately consolidated from the date that joint<br />
control commences until the date that joint control ceases. The accounting policies of joint ventures have been changed where<br />
necessary to align them with the policies adopted by the Group.<br />
Associates<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
Associates are those entities in which the Group has significant influence, but not control, over the financial and operating policies<br />
of these entities. Significant influence is presumed to exist when the Group holds between 20% and 50% of voting power of<br />
another entity.<br />
Associates are accounted for using the equity method and are recognised initially at cost. The cost of investments includes<br />
transaction costs. The consolidated financial statements include the Group’s share of the profit or loss and other comprehensive<br />
income of associates, after adjustments to align the accounting policies with those of the Group, from the date that significant<br />
influence commences until the date that significant influence ceases.<br />
When the Group’s share of losses exceeds its interest in an associate, the carrying amount of that interest, including any longterm<br />
investments, is reduced to zero, and the recognition of further losses is discontinued except to the extent that the Group has<br />
an obligation or has made payments on behalf of the associate.<br />
55
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
3 siGniFicAnt AccountinG poLicies (cont’d)<br />
3.1 Basis of consolidation (cont’d)<br />
Acquisition of non-controlling interests<br />
Acquisitions of non-controlling interests are accounted for as transactions with owners in their capacity as owners and therefore<br />
the carrying amounts of assets and liabilities are not changed and goodwill is not recognised as a result of such transactions. The<br />
adjustments to non-controlling interests are based on a proportionate amount of the net assets of the subsidiary. Any difference<br />
between the adjustment to non-controlling interests and the fair value of consideration paid is recognised directly in equity and<br />
presented as part of equity attributable to owners of the Company.<br />
Transactions eliminated on consolidation<br />
Intra-group balances and transactions, and any unrealised income and 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 interest in the joint<br />
ventures. Unrealised losses are eliminated in the same way as unrealised gains except that losses are recognised immediately<br />
when they represent a reduction in the net realisable value of assets or an impairment loss. Balances with joint ventures are<br />
eliminated to the extent of the Group’s interest in the joint ventures.<br />
Unrealised gains arising from transactions with associates are eliminated against the investment to the extent of the Group’s<br />
interest in the associates. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there<br />
is no evidence of impairment.<br />
Accounting for subsidiaries, joint ventures and associates by the Company<br />
Investments in subsidiaries, joint ventures and associates are stated in the Company’s statement of financial position at cost less<br />
accumulated impairment losses.<br />
3.2 Foreign currency<br />
56<br />
Foreign currency transactions<br />
Transactions in foreign currencies are translated to the respective functional currencies of Group entities at the exchange rates at<br />
the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the end of the reporting date<br />
are retranslated to the functional currency at the exchange rate at that date. The foreign currency gain or loss on monetary items<br />
is the difference between amortised cost in the functional currency at the beginning of the year, adjusted for effective interest and<br />
payments during the year, and the amortised cost in foreign currency translated at the exchange rate at the end of the year.<br />
Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the<br />
functional currency at the exchange rate at the date that the fair value was determined. Non-monetary items in a foreign currency<br />
that are measured in terms of historical cost are translated using the exchange rate at the date of the transaction. Foreign<br />
currency differences arising on retranslation are recognised in profit or loss, except for differences arising on the retranslation of<br />
available-for-sale equity instruments, or qualifying cash flow hedges, which are recognised in other comprehensive income.
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
3 siGniFicAnt AccountinG poLicies (cont’d)<br />
3.2 Foreign currency (cont’d)<br />
Foreign operations<br />
The assets and liabilities of foreign operations, excluding goodwill and fair value adjustments arising on acquisition, are translated<br />
to Singapore dollars at exchange rates at the end of the reporting date. The income and expenses of foreign operations are<br />
translated to Singapore dollars at exchange rates at the dates of the transactions. Goodwill and fair value adjustments arising on<br />
the acquisition of a foreign operation on or after 1 January 2005 are treated as assets and liabilities of the foreign operation and<br />
translated at the closing rate. For acquisitions prior to 1 January 2005, the exchange rates at the date of acquisition were used.<br />
Foreign currency differences are recognised in other comprehensive income, and presented in the foreign currency translation<br />
reserve (translation reserve) in equity. However, if the foreign operation is a non-wholly-owned subsidiary, then the relevant<br />
proportionate share of the translation difference is allocated to the non-controlling interests. When a foreign operation is disposed<br />
of such that control, significant influence or joint control is lost, the cumulative amount in the translation reserve related to that<br />
foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Group disposes of only part<br />
of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative<br />
amount is reattributed to non-controlling interests. When the Group disposes of only part of its investment in an associate or<br />
joint venture that includes a foreign operation while retaining significant influence or joint control, the relevant proportion of the<br />
cumulative amount is reclassified to profit or loss.<br />
When the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely in the<br />
foreseeable future, foreign exchange gains and losses arising from such a monetary item are considered to form part of a net<br />
investment in a foreign operation. These are recognised in other comprehensive income, and are presented as equity in the<br />
translation reserve.<br />
3.3 Financial instruments<br />
Non-derivative financial assets<br />
The Group initially recognises loans and receivables and deposits on the date that they are originated. All other financial assets<br />
(including assets designated at fair value through profit or loss) are recognised initially on the trade date, which is the date the<br />
Group becomes a party to the contractual provisions of the instrument.<br />
The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the<br />
rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards<br />
of ownership of the financial asset are transferred. Any interest in transferred financial assets that is created or retained by the<br />
Group is recognised as a separate asset or liability.<br />
Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only<br />
when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle<br />
the liability simultaneously.<br />
The Group classifies non-derivative financial assets into the following categories: loans and receivables and available-for-sale<br />
financial assets.<br />
Loans and receivables<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such<br />
assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, loans<br />
and receivables are measured at amortised cost using the effective interest method, less any impairment losses.<br />
57
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
3 siGniFicAnt AccountinG poLicies (cont’d)<br />
3.3 Financial instruments (cont’d)<br />
58<br />
Loans and receivables (cont’d)<br />
Loans and receivables comprise cash and cash equivalents, trade and other receivables, financial receivables arising from<br />
service concession arrangements, and gross amounts due from contract work.<br />
Cash and cash equivalents<br />
Cash and cash equivalents comprise cash balances and bank deposits.<br />
For the purpose of the statement of cash flows, pledged deposits are excluded whilst bank overdrafts that are repayable in<br />
demand and that form an integral part of the Group’s cash management are included in cash and cash equivalents.<br />
Service concession arrangements<br />
The Group recognises a financial asset arising from a service concession arrangement when it has an unconditional contractual<br />
right to receive cash or another financial asset from or at the direction of the grantor for the construction or upgrade services<br />
provided. Such financial assets are measured at fair value upon initial recognition. Subsequent to initial recognition, the financial<br />
assets are measured at amortised cost.<br />
If the Group is paid for the construction services partly by a financial asset and partly by an intangible asset, then each component<br />
of the consideration is accounted for separately and is recognised initially at the fair value of the consideration (see also note 3.5).<br />
Available-for-sale financial assets<br />
Available-for-sale financial assets are non-derivative financial assets that are designated as available-for-sale or are not classified<br />
in any of the above categories of financial assets. The Group’s investments in equity securities are classified as available-forsale<br />
financial assets.<br />
Available-for-sale financial assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent<br />
to initial recognition, they are measured at fair value and changes therein, other than impairment losses (see note 3.9) and foreign<br />
currency differences on available-for-sale debt instruments (see note 3.2), are recognised in other comprehensive income and<br />
presented in the fair value reserve in equity. When an investment is derecognised, the gain or loss accumulated in equity is<br />
reclassified to profit or loss.<br />
Where an investment in equity securities classified as available-for-sale does not have a quoted market price in an active market<br />
and other methods of determining fair value do not result in a reasonable estimate, the investment is measured at cost less<br />
impairment losses.<br />
Non-derivative financial liabilities<br />
All financial liabilities are recognised initially on the trade date, which is the date that the Group becomes a party to the contractual<br />
provisions of the instrument.<br />
The Group derecognises a financial liability when its contractual obligations are discharged, cancelled or expired.<br />
Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only<br />
when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle<br />
the liability simultaneously.
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
3 siGniFicAnt AccountinG poLicies (cont’d)<br />
3.3 Financial instruments (cont’d)<br />
Non-derivative financial liabilities (cont’d)<br />
The Group classifies non-derivative financial liabilities into the other financial liabilities category. Such financial liabilities are<br />
recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, these financial<br />
liabilities are measured at amortised cost using the effective interest method.<br />
Other financial liabilities comprise loans and borrowings, and trade and other payables.<br />
Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are included as a<br />
component of cash and cash equivalents for the purpose of the statement of cash flows.<br />
Intra-group financial guarantees<br />
Financial guarantees are financial instruments issued by the Group that require the issuer to make specified payments to<br />
reimburse the holder for the loss it incurs because a specified debtor fails to meet payment when due in accordance with the<br />
original or modified terms of a debt instrument.<br />
Financial guarantees are recognised initially at fair value and are classified as financial liabilities. Subsequent to initial<br />
measurement, the financial guarantees are stated at the higher of the initial fair value less cumulative amortisation and the<br />
amount that would be recognised if they were accounted for as contingent liabilities. When financial guarantees are terminated<br />
before their original expiry date, the carrying amount of the financial guarantees is transferred to profit or loss.<br />
Share capital<br />
Ordinary shares<br />
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options<br />
are recognised as a deduction from equity, net of any tax effects.<br />
Preference share capital<br />
Preference share capital is classified as equity if it is non-redeemable, or redeemable only at the Company’s option, and any<br />
dividends are discretionary. Dividends thereon are recognised as distributions within equity upon approval by the Board of<br />
Directors.<br />
Repurchase, disposal and reissue of share capital (treasury shares)<br />
When share capital recognised as equity is repurchased, the amount of the consideration paid, which includes directly attributable<br />
costs, net of any tax effects, is recognised as a deduction from equity. Repurchased shares are classified as treasury shares<br />
and are presented in the reserve for own share account. When treasury shares are sold or reissued subsequently, the amount<br />
received is recognised as an increase in equity, and the resulting surplus or deficit on the transaction is transferred to / from<br />
retained earnings.<br />
Derivative financial instruments, including hedge accounting<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
The Group holds derivative financial instruments to hedge its foreign currency risk exposures. Embedded derivatives are<br />
separated from the host contract and accounted for separately if the economic characteristics and risks of the host contract and<br />
the embedded derivative are not closely related, a separate instrument with the same terms as the embedded derivative would<br />
meet the definition of a derivative, and the combined instrument is not measured at fair value through profit or loss.<br />
59
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
3 siGniFicAnt AccountinG poLicies (cont’d)<br />
3.3 Financial instruments (cont’d)<br />
Derivative financial instruments, including hedge accounting (cont’d)<br />
On initial designation of the derivative as the hedging instruments, the Group formally documents the relationship between<br />
the hedging instrument and the hedged item, including the risk management objectives and strategy in undertaking the hedge<br />
transaction and the hedged risk, together with the methods that will be used to assess the effectiveness of the hedging relationship.<br />
The Group makes an assessment, both at the inception of the hedge relationship as well as on an ongoing basis, of whether the<br />
hedging instruments are expected to be “highly effective” in offsetting the changes in the fair value or cash flows of the respective<br />
hedged items attributable to the hedged risk, and whether the actual results of each hedge are within a range of 80% - 125%. For<br />
a cash flow hedge of a forecast transaction, the transaction should be highly probable to occur and should present an exposure<br />
to variations in cash flows that could ultimately affect reported profit or loss.<br />
Derivatives are recognised initially at fair value; attributable transaction costs are recognised in profit or loss as incurred.<br />
Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are accounted for as described<br />
below.<br />
Cash flow hedges<br />
When a derivative is designated as the hedging instrument in a hedge of the variability in cash flows attributable to a particular<br />
risk associated with a recognised asset or liability or a highly probable forecast transaction that could affect profit or loss, the<br />
effective portion of changes in the fair value of the derivative is recognised in other comprehensive income and presented in the<br />
hedging reserve in equity. Any ineffective portion of changes in the fair value of the derivative is recognised immediately in profit<br />
or loss.<br />
When the hedged item is a non-financial asset, the amount accumulated in equity is included in the carrying amount of the asset<br />
when the asset is recognised. In other cases, the amount accumulated in equity is reclassified to profit or loss in the same period<br />
that the hedged item affects profit or loss. If the hedging instrument no longer meets the criteria for hedge accounting, expires<br />
or is sold, terminated or exercised, or the designation is revoked, then hedge accounting is discontinued prospectively. If the<br />
forecast transaction is no longer expected to occur, then the balance in equity is reclassified to profit or loss.<br />
Separable embedded derivatives<br />
Changes in the fair value of separated embedded derivatives are recognised immediately in profit or loss.<br />
Other non-trading derivatives<br />
When a derivative financial instrument is not designated in a hedge relationship that qualifies for hedge accounting, all changes<br />
in its fair value are recognised immediately in profit or loss.<br />
3.4 property, plant and equipment<br />
60<br />
Recognition and measurement<br />
Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses.<br />
Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes<br />
the cost of materials and direct labour, any other costs directly attributable to bringing the assets to a working condition for their<br />
intended use, when the Group has an obligation to move the asset or restore the site, an estimate of the costs of dismantling and<br />
removing the items and restoring the site on which they are located, and capitalised borrowing costs.
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
3 siGniFicAnt AccountinG poLicies (cont’d)<br />
3.4 property, plant and equipment (cont’d)<br />
Cost may also include transfers from equity of any gain or loss on qualifying cash flow hedges of foreign currency purchases of<br />
property, plant and equipment. Purchased software that is integral to the functionality of the related equipment is capitalised as<br />
part of that equipment.<br />
When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items<br />
(major components) of property, plant and equipment.<br />
The gain and loss on disposal of an item of property, plant and equipment is determined by comparing the proceeds from disposal<br />
with the carrying amount of property, plant and equipment, and is recognised net within other expenses in profit or loss.<br />
Subsequent costs<br />
The cost of replacing a component of an item of property, plant and equipment is recognised in the carrying amount of the item if it<br />
is probable that the future economic benefits embodied within the component will flow to the Group, and its cost can be measured<br />
reliably. The carrying amount of the replaced component is derecognised. The costs of the day-to-day servicing of property,<br />
plant and equipment are recognised in profit or loss as incurred.<br />
Depreciation<br />
Depreciation is based on the cost of an asset, less its residual value. Significant components of individual assets are assessed<br />
and if a component has a useful life that is different from the remainder of that asset, that component is depreciated separately.<br />
Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each component of an item<br />
of property, plant and equipment, since this most closely reflects the expected pattern of consumption of the future economic<br />
benefits embodied in the asset. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is<br />
reasonably certain that the Group will obtain ownership by the end of the lease term. Construction-in-progress is not depreciated.<br />
The estimated useful lives for the current and comparative years are as follows:<br />
Plant and machinery - 4 to 10 years<br />
Motor vehicles - 4 to 5 years<br />
Computers - 1 to 5 years<br />
Office equipment - 4 to 5 years<br />
Leasehold properties and improvements - 4 to 5 years or over the lease period ranging from 5 to 36 years<br />
Furniture and fittings - 4 to 5 years<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
Depreciation methods, useful lives and residual values are reviewed at the end of each reporting period and adjusted if<br />
appropriate.<br />
61
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
3 siGniFicAnt AccountinG poLicies (cont’d)<br />
3.5 intangible assets<br />
62<br />
Goodwill<br />
Acquisitions prior to 1 January 2001<br />
Goodwill represents the excess of the cost of the acquisition over the Group’s interest in the net fair value of the identifiable<br />
assets and liabilities of the acquiree.<br />
Goodwill and negative goodwill on acquisitions were written off against retained earnings in the year of acquisition.<br />
Goodwill and negative goodwill that have previously been taken to reserves are not taken to profit or loss when (a) the business<br />
is disposed of or (b) the goodwill is impaired.<br />
Acquisitions occurring between 1 January 2001 and 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 the identifiable<br />
assets and liabilities of the acquiree.<br />
Goodwill arising on the acquisition of subsidiaries and joint ventures is presented in intangible assets. Goodwill arising on the<br />
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 of not more than 20<br />
years. On 1 January 2005, the Group discontinued amortisation of this goodwill. This remaining goodwill balance is subject to<br />
testing for impairment.<br />
Negative goodwill was derecognised by crediting retained earnings on 1 January 2005.<br />
Acquisitions on or after 1 January 2005<br />
Goodwill that arises upon the acquisition of subsidiaries is included in intangible assets and represents the excess of:<br />
• the fair value of the consideration transferred; plus<br />
• the recognised amount of any non-controlling interests in the acquiree; plus<br />
• if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree, over the net<br />
recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed.<br />
When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss.<br />
Subsequent measurement<br />
Goodwill is measured at cost less accumulated impairment losses. In respect of equity-accounted investees, the carrying<br />
amount of goodwill is included in the carrying amount of the investment, and an impairment loss on such an investment is not<br />
allocated to any asset, including goodwill, that forms part of the carrying amount of the equity-accounted investee.
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
3 siGniFicAnt AccountinG poLicies (cont’d)<br />
3.5 intangible assets (cont’d)<br />
Research and development<br />
Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and<br />
understanding, is recognised in profit or loss as incurred.<br />
Development activities involve a plan or design for the production of new or substantially improved products and processes.<br />
Development expenditure is capitalised only if development costs can be measured reliably, the product or process is technically<br />
and commercially feasible, future economic benefits are probable, and the Group intends to and has sufficient resources to<br />
complete development and to use or sell the asset. The expenditure capitalised includes the cost of materials, direct labour,<br />
overhead costs that are directly attributable to preparing the asset for its intended use, and capitalised borrowing costs. Other<br />
development expenditure is recognised in profit or loss as incurred.<br />
Capitalised development expenditure is measured at cost less accumulated amortisation and accumulated impairment losses.<br />
Service concession arrangements<br />
The Group recognises an intangible asset arising from a service concession arrangement when it has a right to charge for usage<br />
of the concession infrastructure. An intangible asset received as consideration for providing construction or upgrade services<br />
in a service concession arrangement is measured at fair value upon initial recognition. Subsequent to initial recognition the<br />
intangible asset is measured at cost, which includes capitalised borrowing costs, less accumulated amortisation and accumulated<br />
impairment losses.<br />
Other intangible assets<br />
Other intangible assets that are acquired by the Group and have finite useful lives are measured at cost less accumulated<br />
amortisation and accumulated impairment losses.<br />
Subsequent expenditure<br />
Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to<br />
which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in profit<br />
or loss as incurred.<br />
Amortisation<br />
Amortisation is calculated based on the cost of the asset, less its residual value.<br />
Amortisation is recognised in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than<br />
goodwill, from the date that they are available for use, since this most closely reflects the expected pattern of consumption of the<br />
future economic benefits embodied in the asset. The estimated useful lives for the current and comparative years are as follows:<br />
Intellectual property rights - 10 years<br />
Capitalised development costs - 8 years<br />
Licensing fees - 10 to 20 years<br />
Service concession arrangements - 10 to 25 years<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
63
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
3 siGniFicAnt AccountinG poLicies (cont’d)<br />
3.5 intangible assets (cont’d)<br />
Amortisation methods, useful lives and residual values are reviewed at the end of each reporting period and adjusted if appropriate.<br />
The estimated useful life of an intangible asset in a service concession arrangement is the period from when the Group is able<br />
to charge the public for the use of the infrastructure to the end of the concession period.<br />
3.6 Leased assets<br />
Leases in which the Group assumes substantially all the risks and rewards of ownership are classified as finance leases. Upon<br />
initial recognition, the leased asset is measured at an amount equal to the lower of its fair value and the present value of the<br />
minimum lease payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy<br />
applicable to that asset.<br />
Other leases are operating leases and are not recognised in the Group’s statement of financial position.<br />
3.7 inventories<br />
Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based on the weighted average<br />
cost principle, and includes expenditure incurred in acquiring the inventories, production or conversion costs and other costs<br />
incurred in bringing them to their existing location and condition. In the case of manufactured inventories and work in progress,<br />
cost includes an appropriate share of production overheads based on normal operating capacity. Cost may also include transfers<br />
from equity of any gain or loss on qualifying cash flow hedges of foreign currency purchases of inventories.<br />
Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and<br />
selling expenses.<br />
3.8 Gross amounts due for contract work<br />
Gross amounts due for contract work represent the gross unbilled amount expected to be collected from customers for contract<br />
work performed to date. It is measured at cost plus profit recognised to date less progress billings and recognised losses. Cost<br />
includes all expenditure related directly to specific projects and an allocation of fixed and variable overheads incurred in the<br />
Group’s contract activities based on normal operating capacity.<br />
Gross amounts due for contract work are presented as part of assets in the statement of financial position for all contracts in<br />
which costs incurred plus recognised profits exceed progress billings. If progress billings exceed costs incurred plus recognised<br />
profits, the difference is presented as part of trade and other payables in the statement of financial position.<br />
3.9 impairment<br />
64<br />
Non-derivative financial assets<br />
A financial asset not carried at fair value through profit or loss is assessed at the end of each reporting period to determine<br />
whether there is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss<br />
event has occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future<br />
cash flows of that asset that can be estimated reliably.<br />
Objective evidence that financial assets are impaired can include default or delinquency by a debtor, restructuring of an amount<br />
due to the Group on terms that the Group would not consider otherwise, and indications that a debtor will enter bankruptcy.
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
3 siGniFicAnt AccountinG poLicies (cont’d)<br />
3.9 impairment (cont’d)<br />
Loans and receivables<br />
The Group considers evidence of impairment for loans and receivables at both a specific asset and collective level. All individually<br />
significant loans and receivables are assessed for specific impairment. All individually significant receivables found not to be<br />
specifically impaired are then collectively assessed for any impairment that has been incurred but not yet identified. Loans<br />
and receivables that are not individually significant are collectively assessed for impairment by grouping together loans and<br />
receivables with similar risk characteristics.<br />
In assessing collective impairment, the Group uses historical trends of the probability of default, the timing of recoveries and the<br />
amount of loss incurred, adjusted for management’s judgement as to whether current economic and credit conditions are such<br />
that the actual losses are likely to be greater or less than suggested by historical trends.<br />
An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying<br />
amount and the present value of the estimated future cash flows, discounted at the asset’s original effective interest rate. Losses<br />
are recognised in profit or loss and reflected in an allowance account against loans and receivables. Interest on the impaired<br />
asset continues to be recognised through the unwinding of the discount. When a subsequent event causes the amount of<br />
impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.<br />
Available-for-sale financial assets<br />
Impairment losses on available-for-sale investment securities are recognised by transferring the cumulative loss that has been<br />
recognised in other comprehensive income, and presented in the fair value reserve in equity, to profit or loss. The cumulative<br />
loss that is removed from other comprehensive income and recognised in profit or loss is the difference between the acquisition<br />
cost, net of any principal repayment and amortisation, and the current fair value, less any impairment loss previously recognised<br />
in profit or loss. Changes in impairment attributable to time value are reflected as a component of interest income.<br />
Any subsequent recovery in the fair value of an impaired available-for-sale equity security is recognised in other comprehensive<br />
income.<br />
Non-financial assets<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
The carrying amounts of the Group’s non-financial assets, other than inventories and deferred tax assets, are reviewed at<br />
each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s<br />
recoverable amount is estimated. For goodwill and intangible assets that have indefinite useful lives or that are not yet available<br />
for use, the recoverable amount is estimated each year at the same time. An impairment loss is recognised if the carrying amount<br />
of an asset or its related cash-generating unit (CGU) exceeds its estimated recoverable amount.<br />
The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. In assessing<br />
value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects<br />
current market assessments of the time value of money and the risks specific to the asset or CGU. For the purpose of impairment<br />
testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash<br />
inflows from continuing use that are largely independent of the cash inflows of other assets or CGU. Subject to an operating<br />
segment ceiling test, for the purposes of goodwill impairment testing, CGUs to which goodwill has been allocated are aggregated<br />
so that the level at which impairment testing is performed reflects the lowest level at which goodwill is monitored for internal<br />
reporting purposes. Goodwill acquired in a business combination is allocated to groups of CGUs that are expected to benefit<br />
from the synergies of the combination.<br />
65
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
3 siGniFicAnt AccountinG poLicies (cont’d)<br />
3.9 impairment (cont’d)<br />
Non-financial assets (cont’d)<br />
The Group’s corporate assets do not generate separate cash inflows and are utilised by more than one CGU. Corporate assets<br />
are allocated to CGUs on a reasonable and consistent basis and tested for impairment as part of the testing of the CGU to which<br />
the corporate asset is allocated.<br />
Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of CGUs are allocated first to reduce<br />
the carrying amount of any goodwill allocated to the CGU (group of CGUs), and then to reduce the carrying amounts of the other<br />
assets in the CGU (group of CGUs) on a pro rata basis.<br />
An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior<br />
periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment<br />
loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss<br />
is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been<br />
determined, net of depreciation or amortisation, if no impairment loss had been recognised.<br />
Goodwill that forms part of the carrying amount of an investment in an associate is not recognised separately, and therefore is<br />
not tested for impairment separately. Instead, the entire amount of the investment in an associate is tested for impairment as a<br />
single asset when there is objective evidence that the investment in an associate may be impaired.<br />
3.10 non-current assets held for sale<br />
Non-current assets, or disposal groups comprising assets and liabilities, that are expected to be recovered primarily through<br />
sale rather than through continuing use, are classified as held for sale. Immediately before classification as held for sale, the<br />
assets, or components of a disposal group, are remeasured in accordance with the Group’s accounting policies. Thereafter,<br />
generally the assets, or disposal group, are generally measured at the lower of their carrying amount and fair value less costs<br />
to sell. Any impairment loss on a disposal group is first allocated to goodwill, and then to remaining assets and liabilities on a<br />
pro rata basis, except that no loss is allocated to inventories, financial assets, deferred tax assets, employee benefit assets, and<br />
investment property, which continue to be measured in accordance with the Group’s accounting policies. Impairment losses on<br />
initial classification as held for sale, and subsequent gains or losses on remeasurement, are recognised in profit or loss. Gains<br />
are not recognised in excess of any cumulative impairment loss.<br />
3.11 Employee benefits<br />
66<br />
Defined contribution plans<br />
A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity<br />
and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution<br />
pension plans are recognised as an employee benefit expense in profit or loss in the periods during which services are rendered<br />
by employees.<br />
Short-term employee benefits<br />
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is<br />
provided.
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
3 siGniFicAnt AccountinG poLicies (cont’d)<br />
3.11 Employee benefits (cont’d)<br />
Short-term employee benefits (cont’d)<br />
A liability is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a<br />
present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation<br />
can be estimated reliably.<br />
Share-based payment transactions<br />
The grant date fair value of share-based payment awards granted to employees is recognised as an employee expense, with a<br />
corresponding increase in equity, over the period that the employees unconditionally become entitled to the awards. The amount<br />
recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market vesting<br />
conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards<br />
that do meet the related service and non-market performance conditions at the vesting date. For share-based payment awards<br />
with non-vesting conditions, the grant date fair value of the share-based payment is measured to reflect such conditions and<br />
there is no true-up for differences between expected and actual outcomes.<br />
The fair value of the amount payable to employees in respect of share appreciation rights, which are settled in cash, is recognised<br />
as an expense with a corresponding increase in liabilities, over the period that the employees unconditionally become entitled to<br />
payment. The liability is remeasured at each reporting date and at settlement date. Any changes in the fair value of the liability<br />
are recognised as personnel expense in profit or loss.<br />
Share-based payment arrangements in which the Group receives goods or services as consideration for its own equity instruments<br />
are accounted for as equity-settled share-based payment transactions, regardless of how the equity instruments are obtained by<br />
the Group.<br />
3.12 provisions<br />
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be<br />
estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are<br />
determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time<br />
value of money and the risks specific to the liability. The unwinding of the discount is recognised as finance cost.<br />
3.13 revenue<br />
Construction revenue - Construction contracts and sale of plants under service concession arrangements<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
Contract revenue includes the initial amount agreed in the contract plus any variations in contract work, claims and incentive<br />
payments, to the extent that it is probable that they will result in revenue and can be measured reliably. As soon as the outcome<br />
of a construction contract can be estimated reliably, contract revenue is recognised in profit or loss in proportion to the stage of<br />
completion of the contract. Contract expenses are recognised as incurred unless they create an asset related to future contract<br />
activity.<br />
67
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
3 siGniFicAnt AccountinG poLicies (cont’d)<br />
3.13 revenue (cont’d)<br />
68<br />
Construction revenue - Construction contracts and sale of plants under service concession arrangements (cont’d)<br />
The stage of completion is assessed by reference to the proportion that contract costs incurred for work performed to date bear<br />
to the estimated total contract costs. When the outcome of a construction contract cannot be estimated reliably, contract revenue<br />
is recognised only to the extent of contract costs incurred that are likely to be recoverable. An expected loss on a contract is<br />
recognised immediately in profit or loss. Net revenue from the sale of plants under service concession arrangements previously<br />
not recognised as construction revenue under the service concession arrangements is recognised when significant risks and<br />
rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated costs can be<br />
estimated reliably, and the amount of revenue can be measured reliably.<br />
Revenue relating to construction or upgrade services under a service concession arrangement is recognised based on the stage<br />
of completion of the work performed, consistent with the Group’s accounting policy on recognising revenue on construction<br />
contract (see above). Operation or service revenue is recognised in the period in which the services are provided by the Group.<br />
When the Group provides more than one service in a service concession arrangement, the consideration received is allocated<br />
by reference to the relative fair values of the services delivered.<br />
Operating and maintenance income<br />
Revenue from the provision of operating and maintenance services is recognised when the services are rendered.<br />
Goods sold<br />
Revenue from the sale of goods in the course of ordinary activities is measured at the fair value of the consideration received<br />
or receivable, net of returns, trade discounts and volume rebates. Revenue is recognised when persuasive evidence exists,<br />
usually in the form of an executed sales agreement, that the significant risks and rewards of ownership have been transferred to<br />
the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably,<br />
there is no continuing management involvement with the goods, and the amount of revenue can be measured reliably. If it is<br />
probable that discounts will be granted and the amount can be measured reliably, the discount is recognised as a reduction of<br />
revenue as the sales are recognised.<br />
Transfers of risks and rewards occur upon delivery to customers.<br />
Finance income<br />
Finance income represents the interest income on the financial receivable arising from a service concession arrangement, and<br />
is recognised in profit or loss using the effective interest method.<br />
Finance lease income<br />
Finance lease income is recognised on the accrual basis, taking into account the effective yield of the asset.<br />
Others<br />
Rental income from investment property is recognised in profit or loss on a straight-line basis over the term of the lease. Lease<br />
incentives granted are recognised as an integral part of the total rental income, over the term of the lease.<br />
Interest income from funds invested (including available-for-sale financial assets) is recognised as it accrues as other income in<br />
profit or loss, using the effective interest method.
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
3 siGniFicAnt AccountinG poLicies (cont’d)<br />
3.14 Government grants<br />
The government grants are deducted against the carrying amounts of the assets when there is reasonable assurance that<br />
government grants will be received to compensate the Group for the cost of an asset and the Group will comply with the<br />
conditions associated with the grant.<br />
Jobs Credit Scheme<br />
Cash grants received from the Singapore government in relation to the Jobs Credit Scheme are recognised as income upon<br />
receipt.<br />
3.15 Lease payments<br />
Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term of the lease. Lease<br />
incentives received are recognised as an integral part of the total lease expense, over the term of the lease.<br />
Minimum lease payments made under finance leases are apportioned between the finance expense and the reduction of the<br />
outstanding liability. The finance expense is allocated to each period during the lease term so as to produce a constant periodic<br />
rate of interest on the remaining balance of the liability.<br />
Contingent lease payments are accounted for by revising the minimum lease payments over the remaining term of the lease<br />
when the lease adjustment is confirmed.<br />
Determining whether an arrangement contains a lease<br />
At inception of an arrangement, the Group determines whether such an arrangement is or contains a lease. A specific asset is<br />
the subject of a lease if fulfilment of the arrangement is dependent on the use of that specified asset. An arrangement conveys<br />
the right to use the asset if the arrangement conveys to the Group the right to control the use of the underlying asset.<br />
3.16 Finance costs<br />
3.17 tax<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
Finance costs comprise interest expense on borrowings that are recognised in profit or loss. Borrowing costs that are not directly<br />
attributable to the acquisition, construction or production of a qualifying asset are recognised in profit or loss using the effective<br />
interest method.<br />
Tax expense comprises current and deferred tax. Current tax and deferred tax are recognised in profit or loss except to the extent<br />
that it relates to a business combination, or items recognised directly in equity or in other comprehensive income.<br />
Current tax is the expected tax payable or receivable on the taxable income or loss 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 in respect of temporary differences between the carrying amounts of assets and liabilities for financial<br />
reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for:<br />
• temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination<br />
and that affects neither accounting nor taxable profit or loss;<br />
69
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
3 siGniFicAnt AccountinG poLicies (cont’d)<br />
3.17 tax (cont’d)<br />
• temporary differences related to investments in subsidiaries and jointly controlled entities to the extent that it is probable<br />
that they will not reverse in the foreseeable future; and<br />
• taxable temporary differences arising on the initial recognition of goodwill.<br />
Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on<br />
the laws that have been enacted or substantively enacted by the reporting date.<br />
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and<br />
they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend<br />
to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.<br />
A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is<br />
probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each<br />
reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.<br />
In the ordinary course of business, there are many transactions and calculations for which the ultimate tax treatment is uncertain.<br />
Therefore, the Company recognises tax liabilities based on estimates of whether additional taxes and interest will be due. These<br />
tax liabilities are recognised when the Company believes that certain positions may not be fully sustained upon review by tax<br />
authorities, despite the Company’s belief that its tax return positions are supportable. The Company believes that its accruals for<br />
tax liabilities are adequate for all open tax years based on its assessment of many factors including interpretations of tax law and<br />
prior experience. This assessment relies on estimates and assumptions and may involve a series of multifaceted judgements<br />
about future events. New information may become available that causes the Company to change its judgement regarding the<br />
adequacy of existing tax liabilities, such changes to tax liabilities will impact tax expense in the period that such a determination<br />
is made.<br />
3.18 earnings per share<br />
The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing<br />
the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares<br />
outstanding during the year, adjusted for own shares held. Diluted EPS is determined by adjusting the profit or loss attributable<br />
to ordinary shareholders and the weighted average number of ordinary shares outstanding, adjusted for own shares held for the<br />
effects of all dilutive potential ordinary shares, which comprise share options granted to employees. Both basic and diluted EPS<br />
of the Group are adjusted for the effect of any provision for preference shares dividends.<br />
3.19 segment reporting<br />
70<br />
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur<br />
expenses, including revenues and expenses that relate to transactions with any of the Group’s other components. All operating<br />
segments’ operating results are reviewed regularly by the Group’s CEO to make decisions about resources to be allocated to the<br />
segment and assess its performance, and for which discrete financial information is available.<br />
Segment results that are reported to the CEO include items directly attributable to a segment as well as those that can be<br />
allocated on a reasonable basis. Unallocated items comprise mainly corporate assets (primarily the Company’s headquarters),<br />
head office expenses, and tax assets and liabilities.<br />
Segment capital expenditure is the total cost incurred during the year to acquire property, plant and equipment, and intangible<br />
assets other than goodwill.
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
3 siGniFicAnt AccountinG poLicies (cont’d)<br />
3.20 new standards and interpretations not yet adopted<br />
A number of new standards, amendments to standards and interpretations are effective for annual periods beginning after<br />
1 January <strong>2011</strong>, and have not been applied in preparing these financial statements. None of these are expected to have a<br />
significant effect on the financial statements of the Group and the Company.<br />
4 property, pLAnt AnD equipment<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
Leasehold<br />
properties Furniture<br />
plant and motor<br />
Office<br />
and and construction-<br />
note machinery vehicles computers equipment improvements fittings in-progress total<br />
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000<br />
Group<br />
cost<br />
At 1 January 2010<br />
Acquisitions<br />
through business<br />
38,817 3,129 10,630 2,275 46,777 1,715 59,864 163,207<br />
combinations 28 – – – – 6,942 328 – 7,270<br />
Additions 2,195 788 1,103 390 4,688 181 18,766 28,111<br />
Transfers<br />
Transfer from<br />
583 – – (24) 7,712 25 (8,296) –<br />
intangible assets<br />
Transfer from lease<br />
5 3,058 – – – 104 – – 3,162<br />
prepayment – – – – 9,540 – – 9,540<br />
Disposals<br />
Effect of movements<br />
(1,992) (906) (69) (33) (361) (12) – (3,373)<br />
in exchange rates<br />
At 31 December 2010<br />
(2,311) (128) (97) (50) (2,026) (23) (2,922) (7,557)<br />
and 1 January <strong>2011</strong> 40,350 2,883 11,567 2,558 73,376 2,214 67,412 200,360<br />
Additions 4,679 197 735 95 1,712 356 45,592 53,366<br />
Transfers<br />
Transfer from/(to)<br />
10,202 (10) 715 45 4,767 (53) (15,666) –<br />
intangible assets 5 7,057 – – – – – (89) 6,968<br />
Disposals<br />
Effect of movements<br />
(14,399) (434) (157) (212) (4,794) (7) (323) (20,326)<br />
in exchange rates 86 37 (155) 20 3,017 107 2,438 5,550<br />
At 31 December <strong>2011</strong> 47,975 2,673 12,705 2,506 78,078 2,617 99,364 245,918<br />
71
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
4 property, pLAnt AnD equipment (cont’d)<br />
72<br />
note<br />
plant and<br />
machinery<br />
motor<br />
Office<br />
Leasehold<br />
properties<br />
and<br />
vehicles computers equipment improvements and fittings<br />
Furniture construction-<br />
in-progress total<br />
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000<br />
Accumulated<br />
depreciation and<br />
impairment losses<br />
At 1 January 2010<br />
Depreciation for the<br />
12,270 2,029 5,566 1,510 6,059 847 – 28,281<br />
year 3,874 350 2,092 246 3,287 263 – 10,112<br />
Disposals (1,123) (752) (53) (12) (104) (12) – (2,056)<br />
Impairment loss<br />
Transfer from lease<br />
2,901 – – – – – 4,956 7,857<br />
prepayment<br />
Effect of movements<br />
– – – – 1,343 – – 1,343<br />
in exchange rates<br />
At 31 December 2010<br />
(721) (70) 9 (49) (183) 11 – (1,003)<br />
and 1 January <strong>2011</strong><br />
Depreciation for the<br />
17,201 1,557 7,614 1,695 10,402 1,109 4,956 44,534<br />
year 5,453 466 2,354 245 3,505 363 – 12,386<br />
Disposals (4,046) (381) (148) (177) (749) (107) – (5,608)<br />
Impairment loss – – – – – – 3,717 3,717<br />
Transfer<br />
Transfer from<br />
– (4) – (4) – 8 – –<br />
intangible assets<br />
Effect of movements<br />
5 1,157 – – – – – – 1,157<br />
in exchange rates 5 23 (92) 10 1,200 15 – 1,161<br />
At 31 December <strong>2011</strong> 19,770 1,661 9,728 1,769 14,358 1,388 8,673 57,347<br />
carrying amounts<br />
At 1 January 2010 26,547 1,100 5,064 765 40,718 868 59,864 134,926<br />
At 31 December 2010<br />
and 1 January <strong>2011</strong> 23,149 1,326 3,953 863 62,974 1,105 62,456 155,826<br />
At 31 December <strong>2011</strong> 28,205 1,012 2,977 737 63,720 1,229 90,691 188,571
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
4 property, pLAnt AnD equipment (cont’d)<br />
computers<br />
Furniture<br />
and fittings total<br />
$’000 $’000 $’000<br />
company<br />
cost<br />
At 1 January 2010, 31 December 2010, 1 January <strong>2011</strong> and 31 December <strong>2011</strong> 1,018 11 1,029<br />
Accumulated depreciation<br />
At 1 January 2010, 31 December 2010, 1 January <strong>2011</strong> and 31 December <strong>2011</strong> 1,018 11 1,029<br />
carrying amounts<br />
At 1 January 2010, 31 December 2010, 1 January <strong>2011</strong> and 31 December <strong>2011</strong> – – –<br />
Estimation of residual values and useful lives of property, plant and equipment<br />
The Group reviews the useful lives of the property, plant and equipment at the end of each reporting period in order to determine<br />
the amount of depreciation expense to be recorded during any reporting period. The useful lives are based on the Group’s<br />
historical experience with similar assets and taking into account anticipated technological changes. Changes in the expected<br />
level of usage and technological developments could impact the economic useful lives and the residual values of these assets.<br />
Therefore future depreciation charges could be revised.<br />
Impairment loss<br />
In <strong>2011</strong>, due to the unfavourable market conditions, the Group has deferred the production and expected launch date of a new<br />
product in the industrial segment, which was originally expected to be available for sale in 2012. The Group has assessed the<br />
recoverable amount of the related production plant.<br />
The recoverable amount was estimated based on its value in use, assuming that the production line would go live in 2013 using<br />
a pre-tax discount rate of 11% (<strong>2011</strong>: 9%). Based on the assessment, the Group recognised an impairment loss of $3,717,000<br />
(2010: $4,956,000). The production plant is included in the People’s Republic of China Industrial CGU. See note 5 for the key<br />
assumptions used in determining the recoverable amount of the CGU.<br />
Property, plant and equipment under construction<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
During the year, the Group has commenced construction of a new headquarter and research center, with costs capitalised up to<br />
the reporting date totalling $41,787,000 (2010: $4,261,000).<br />
Included in the costs capitalised above is capitalised borrowing costs related to the acquisition of the land and the construction<br />
of the new premises amounting to $652,000 (2010: nil), with a capitalisation rate of 2.09% (2010: not applicable).<br />
73
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
5 intAnGiBLe Assets<br />
74<br />
Group<br />
cost<br />
intellectual<br />
property Development Licensing<br />
note Goodwill rights costs fees total<br />
$’000 $’000 $’000 $’000 $’000<br />
At 1 January 2010 14,188 4,755 50,491 8,716 78,150<br />
Additions – 161 – – 161<br />
Additions – internally developed – – 5,377 – 5,377<br />
Acquisition through business combinations 28 8,118 – – – 8,118<br />
Disposal of subsidiaries to a joint venture 102 – – – 102<br />
Transfer to property, plant and equipment 4 – – (3,162) – (3,162)<br />
Effect of movements in exchange rates – (56) (63) (317) (436)<br />
At 31 December 2010 and 1 January <strong>2011</strong> 22,408 4,860 52,643 8,399 88,310<br />
Additions – 40 – – 40<br />
Disposal of subsidiaries to a joint venture 1,124 – – – 1,124<br />
Additions – internally developed – – 3,930 – 3,930<br />
Transfer to property, plant and equipment 4 – – (6,968) – (6,968)<br />
Disposal – – (147) – (147)<br />
Effect of movements in exchange rates – 2 (1) (18) (17)<br />
At 31 December <strong>2011</strong> 23,532 4,902 49,457 8,381 86,272<br />
Accumulated amortisation<br />
and impairment losses<br />
At 1 January 2010 1,525 890 11,231 2,760 16,406<br />
Amortisation for the year – 118 4,808 438 5,364<br />
Impairment loss 2,402 53 834 1,359 4,648<br />
Effect of movements in exchange rates – (62) (37) (84) (183)<br />
At 31 December 2010 and 1 January <strong>2011</strong> 3,927 999 16,836 4,473 26,235<br />
Amortisation for the year – 59 5,130 324 5,513<br />
Impairment loss 8,484 – 3,326 – 11,810<br />
Disposal – – (89) – (89)<br />
Transfer to property, plant and equipment 4 – – (1,157) – (1,157)<br />
Effect of movements in exchange rates – 2 82 – 84<br />
At 31 December <strong>2011</strong> 12,411 1,060 24,128 4,797 42,396<br />
carrying amounts<br />
At 1 January 2010 12,663 3,865 39,260 5,956 61,744<br />
At 31 December 2010 and 1 January <strong>2011</strong> 18,481 3,861 35,807 3,926 62,075<br />
At 31 December <strong>2011</strong> 11,121 3,842 25,329 3,584 43,876
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
5 intAnGiBLe Assets (cont’d)<br />
intellectual<br />
property Licensing<br />
rights fees total<br />
$’000 $’000 $’000<br />
company<br />
cost<br />
At 1 January 2010, 31 December 2010 and 1 January <strong>2011</strong> 1,779 137 1,916<br />
Disposals (1,779) (137) (1,916)<br />
At 31 December <strong>2011</strong> – – –<br />
Accumulated amortisation<br />
At 1 January 2010 79 27 106<br />
Amortisation for the year 17 14 31<br />
At 31 December 2010 and 1 January <strong>2011</strong> 96 41 137<br />
Amortisation for the year 18 14 32<br />
Disposals (114) (55) (169)<br />
At 31 December <strong>2011</strong> – – –<br />
carrying amounts<br />
At 1 January 2010 1,700 110 1,810<br />
At 31 December 2010 and 1 January <strong>2011</strong> 1,683 96 1,779<br />
At 31 December <strong>2011</strong> – – –<br />
Capitalisation of development costs<br />
Initial capitalisation of costs is based on management’s judgement that technological and economical feasibility is confirmed,<br />
usually when a product development project has reached a defined milestone according to an established project management<br />
model. During the year, $6,968,000 (2010: $3,162,000) of laboratory equipment and leasehold improvement previously classified<br />
as development costs were reclassified to property, plant and equipment to better reflect the nature of the assets.<br />
Recoverability of development costs<br />
The recoverable amounts of the cash-generating units are estimated based on their value in use. When value in use calculations<br />
are undertaken, management estimates the expected future cash flows from the cash-generating unit and chooses a suitable<br />
discount rate in order to calculate the present value of those cash flows. The recoverable amounts were estimated to be higher<br />
than the carrying amounts of the units, and no impairment was required, except for the amounts discussed below.<br />
Impairment loss on development costs<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
<strong>Annual</strong>ly, the management will perform specific review on the development projects to identify projects that no longer meet the<br />
recognition criteria set forth in the FRS.<br />
Accordingly, in <strong>2011</strong>, taking into consideration the changes in the Group’s business plan, an impairment loss of $3,326,000<br />
(2010: $834,000) was recognised in profit or loss although those projects were already into testing phase.<br />
75
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
5 intAnGiBLe Assets (cont’d)<br />
76<br />
Estimation of useful lives of development costs<br />
Significant judgement is required in estimating the useful lives of development projects, which are affected by various factors,<br />
such as technological developments.<br />
Impairment testing for cash-generating units (CGUs) containing goodwill<br />
For the purpose of impairment testing, goodwill is allocated to the Group’s operating divisions which represent the lowest level<br />
within the Group at which the goodwill is monitored for internal management purposes, which is not higher than the Group’s<br />
operating segments as reported in note 27. The aggregate carrying amounts of goodwill allocated to each unit are as follows:<br />
<strong>2011</strong> 2010<br />
$’000 $’000<br />
Singapore<br />
- Others<br />
The Netherlands<br />
192 192<br />
- Industrial<br />
Kingdom of Saudi Arabia<br />
– 2,402<br />
- Industrial<br />
People’s Republic of China<br />
1,585 5,802<br />
- Industrial – 1,865<br />
- Municipal 9,344 8,220<br />
11,121 18,481<br />
In <strong>2011</strong>, following a management review of the business portfolio, impairment losses recognised in profit or loss were as follows:<br />
<strong>2011</strong> 2010<br />
$’000 $’000<br />
The Netherlands<br />
- Industrial<br />
Kingdom of Saudi Arabia<br />
2,402 2,402<br />
- Industrial<br />
People’s Republic of China<br />
4,217 –<br />
- Industrial 1,865 –<br />
8,484 2,402<br />
The Netherlands Industrial CGU<br />
The Netherlands Industrial CGU continues to be loss making in <strong>2011</strong>. Taking into consideration the uncertainties in the European<br />
economic conditions, management has determined that it is unlikely that the CGU would be able to generate any positive cash<br />
flows in the near future. As such, as at 31 December <strong>2011</strong>, management has fully written off the carrying amount of goodwill and<br />
recorded an impairment loss against the remaining goodwill amount from the Netherlands Industrial CGU of $2,402,000 (2010:<br />
$2,402,000).<br />
Kingdom of Saudi Arabia Industrial CGU<br />
The recoverable amount of the Kingdom of Saudi Arabia Industrial CGU was determined based upon the fair value less costs<br />
to sell method. The fair value less costs to sell has been estimated based on indicative quotes obtained from potential buyers.<br />
Based on this basis of estimated recoverable amount, the Group has recorded an impairment loss of $4,217,000 (2010: nil) to<br />
the goodwill arising from Kingdom of Saudi Arabia Industrial CGU.
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
5 intAnGiBLe Assets (cont’d)<br />
People’s Republic of China Industrial and Municipal CGU<br />
The recoverable amounts of the People’s Republic of China Industrial and Municipal CGUs were based on their values in use.<br />
Values in use were determined by discounting the future cash flows generated from the continuing use of the units. Unless<br />
indicated otherwise, values in use in <strong>2011</strong> were determined in a similar manner as in 2010.<br />
People’s Republic of China Industrial CGU<br />
For the People’s Republic of China Industrial CGU, the calculation of the value in use were based on the cash flows that<br />
were projected from financial budgets approved by management covering a five-year period. The key assumptions made are<br />
regarding the commencement period of the production plant, revenue and costs.<br />
The anticipated annual revenue growth included in the cash flow projections was 5% (2010: 2% to 5%) for the years 2013 to<br />
2016 (2010: <strong>2011</strong> to 2015). From 2017 onwards, management has assumed that the revenue would remain constant. The costs<br />
are assumed to increase with the increase in revenue growth adjusted for the trend of the raw material prices based upon the<br />
published market rates of the futures.<br />
People’s Republic of China Municipal CGU<br />
For the People’s Republic of China Municipal CGU, the calculation of value in use is derived from the financial projections<br />
approved by management. The key assumptions made are those regarding forecast period, revenue and costs, growth rates and<br />
discount rates. Cash flows were projected over 20 to 30 years in accordance with the duration of the concession agreements.<br />
The anticipated annual revenue growth included in the cash flow projections was 5.0%. The forecast revenue and costs, and<br />
growth rates are based on past performance of operating plants, expectations of market development as well as industry reports.<br />
A pre-tax discount rate of 10% (2010: 12.5%) was applied in determining the recoverable amounts of the CGUs and reflect<br />
specific risks related to the relevant segments.<br />
The values assigned to the key assumptions represent management’s assessment of future trends in the industries and are<br />
based on both external sources and internal sources (historical data).<br />
sensitivity to changes in assumption<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
Following the impairment in the People’s Republic of China Industrial CGU, the recoverable amount is equal to the carrying<br />
amount. Therefore, any adverse movement in a key assumption would lead to further impairment.<br />
77
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
6 intAnGiBLe Assets ArisinG From service concession ArrAnGements<br />
78<br />
note $’000<br />
Group<br />
cost<br />
At 1 January 2010 28,579<br />
Acquisition through business combinations 28 92,895<br />
Transfer to joint venture (1,329)<br />
Additions 10,628<br />
Effect of movements in exchange rates (839)<br />
At 31 December 2010 and 1 January <strong>2011</strong> 129,934<br />
Additions 22,769<br />
Effect of movements in exchange rates 6,400<br />
At 31 December <strong>2011</strong> 159,103<br />
Accumulated amortisation and impairment losses<br />
At 1 January 2010 708<br />
Amortisation for the year (545)<br />
Transfer to joint venture 2<br />
Effect of movements in exchange rates 275<br />
At 31 December 2010 and 1 January <strong>2011</strong> 440<br />
Amortisation for the year 3,211<br />
Effect of movements in exchange rates 515<br />
At 31 December <strong>2011</strong> 4,166<br />
carrying amounts<br />
At 1 January 2010 27,871<br />
At 31 December 2010 and 1 January <strong>2011</strong> 129,494<br />
At 31 December <strong>2011</strong> 154,937<br />
At 31 December <strong>2011</strong>, the Group owns water plants in China, including water treatment plants (WTPs) and wastewater treatment<br />
plants (WWTPs), through the special project companies (SPCs) incorporated in China. The principal activities of the SPCs are<br />
development and operation of WTPs and WWTPs, as well as sales of treated and recycled water. Each of these SPCs has<br />
entered into service concession arrangements with the respective local municipals (the grantor), via either Transfer-Operate-<br />
Transfer (TOT) or Build-Operate-Transfer (BOT) arrangements.<br />
Under the TOT arrangements, the rights of use of the water plants were transferred to the Group and the Group is responsible<br />
for any upgrading services to bring the water plants into proper working conditions. Under the BOT arrangements, the Group is<br />
responsible for the construction of the water plants. Upon completion of the construction, the Group is responsible for operating<br />
the water plants and sale of the treated and recycled water to the industrial or domestic customers. The concession periods<br />
range from 20 years to 30 years.<br />
During the concession period, the Group received the right to charge the customers for the sale of water. Additionally, some<br />
of the service concession arrangements provide the Group a guaranteed minimum annual payment for the initial years of the<br />
concession period, ranging from 3 years to 30 years. These guaranteed minimum annual payments are recognised as financial<br />
receivables to the extent that the Group has contractual rights under the concession arrangements (see note 11). The financial<br />
receivables are measured on initial recognition at their fair value.<br />
Intangible assets arising from service concession arrangements represent the right to operate the water plants and to sell the<br />
water to the customers.<br />
At the end of the concession period, the water plants will be transferred to the grantor.
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
6 intAnGiBLe Assets ArisinG From service concession ArrAnGements (cont’d)<br />
The service concession agreement does not contain a renewal option. The standard rights of the grantor to terminate the<br />
agreement include poor performance by the Group and in the event of a material breach in the terms of the agreement. The<br />
standard rights of the Group to terminate the agreement include failure of the grantor to make payment under the agreement, a<br />
material breach in the terms of the agreement, and any changes in law that would render it impossible for the Group to fulfill its<br />
requirements under the agreement.<br />
7 investments in suBsiDiAries<br />
company<br />
<strong>2011</strong> 2010<br />
$’000 $’000<br />
Unquoted equity securities, at cost 156,011 109,649<br />
Impairment losses (11,100) (14,338)<br />
144,911 95,311<br />
Loans to subsidiaries 24,509 24,509<br />
169,420 119,820<br />
The loans to subsidiaries are unsecured and interest-free, and settlement is neither planned nor likely to occur in the foreseeable<br />
future. As these balances are, in substance, part of the Company’s net investments in the subsidiaries, they are stated at cost<br />
less impairment losses, if any.<br />
During the year, the Company has assessed the recoverable amount of its investments in subsidiaries that have been lossmaking<br />
since the previous financial years. The recoverable amount was estimated based on value in use.<br />
When value in use calculations are undertaken, management estimates the expected future cash flows from the cash-generating<br />
unit and chooses a suitable discount rate in order to calculate the present value of those cash flows. The recoverable amounts<br />
were estimated to be higher than the carrying amounts of the units, and no impairment was required.<br />
During the year, the liquidation of a subsidiary, Hangzhou Zheda <strong>Hyflux</strong> Hualu Membrane Tech. Co <strong>Ltd</strong> has been completed.<br />
Accordingly, the cost of investment and provision of impairment of $3,238,000 had been written off.<br />
Details of major subsidiaries are as follows:<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
name of subsidiary country of incorporation<br />
ownership<br />
interest<br />
<strong>2011</strong> 2010<br />
% %<br />
held by the company<br />
Hydrochem (S) Pte <strong>Ltd</strong> Singapore 100 100<br />
<strong>Hyflux</strong> Membrane Manufacturing (S) Pte. <strong>Ltd</strong>. Singapore 100 100<br />
SinoSpring Utility <strong>Ltd</strong> British Virgin Islands 100 100<br />
Spring China Utility <strong>Ltd</strong> British Virgin Islands 100 100<br />
TuaSpring Pte <strong>Ltd</strong> Singapore 100 -<br />
<strong>Hyflux</strong> Engineering Pte <strong>Ltd</strong> Singapore 100 100<br />
79
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
7 investments in suBsiDiAries (cont’d)<br />
name of subsidiary country of incorporation<br />
ownership<br />
interest<br />
<strong>2011</strong> 2010<br />
held through subsidiaries % %<br />
Hydrochem Engineering (Shanghai) Co., <strong>Ltd</strong> People’s Republic of China 100 100<br />
<strong>Hyflux</strong> Filtech (Shanghai) Co., <strong>Ltd</strong> People’s Republic of China 71 71<br />
<strong>Hyflux</strong> Unitech (Shanghai) Co., <strong>Ltd</strong> People’s Republic of China 71 71<br />
<strong>Hyflux</strong> Hi-tech Product (Yangzhou) Co., <strong>Ltd</strong> People’s Republic of China 100 100<br />
<strong>Hyflux</strong> NewSpring Construction Engineering (Shanghai) Co., <strong>Ltd</strong> People’s Republic of China 100 100<br />
<strong>Hyflux</strong> Engineering (Shanghai) Co., <strong>Ltd</strong> People’s Republic of China 100 100<br />
<strong>Hyflux</strong>-TJSB Algeria SPA Algeria 51 51<br />
<strong>Hyflux</strong> Engineering Algeria EURL Algeria 100 100<br />
Sinolac (Huludao) Biotech Co., <strong>Ltd</strong> People’s Republic of China 100 100<br />
KPMG LLP, Singapore is the auditor of all significant Singapore-incorporated subsidiaries. The foreign-incorporated subsidiaries<br />
that are considered significant are <strong>Hyflux</strong> NewSpring Construction Engineering (Shanghai) Co., <strong>Ltd</strong>, and <strong>Hyflux</strong> Engineering<br />
Algeria EURL. Their respective statutory auditors are Shanghai HDDY Certified Public Accountants Co., <strong>Ltd</strong>, People’s Republic<br />
of China and Guerza Rafik Expert Comptable G.R.E.C.<br />
8 investments in Joint venture<br />
80<br />
company<br />
<strong>2011</strong> 2010<br />
$’000 $’000<br />
Unquoted equity securities, at cost 3,125 3,125<br />
Details of the joint ventures are as follows:<br />
name of joint venture country of incorporation note<br />
ownership<br />
interest<br />
<strong>2011</strong> 2010<br />
% %<br />
held by the company<br />
<strong>Hyflux</strong> Marmon Development Pte. <strong>Ltd</strong>. Singapore 50 50<br />
held through subsidiaries<br />
Galaxy NewSpring Pte. <strong>Ltd</strong>. Singapore 50 50<br />
H.J. NewSpring Limited Hong Kong 50 50<br />
held through joint ventures<br />
Tianjin Dagang NewSpring Co., <strong>Ltd</strong> People’s Republic of China 50 50<br />
<strong>Hyflux</strong> Water Trust Singapore 28 50 50<br />
<strong>Hyflux</strong> Utility WT (GCL) Limited Hong Kong 50 50<br />
<strong>Hyflux</strong> NewSpring (LiaoYang GongChangLing) Co., <strong>Ltd</strong>. People’s Republic of China 50 50<br />
<strong>Hyflux</strong> Utility WT (MG) Limited Hong Kong 50 50<br />
<strong>Hyflux</strong> NewSpring Water Treatment (Mingguang) Co., <strong>Ltd</strong>. People’s Republic of China 50 50<br />
<strong>Hyflux</strong> Utility (TY) Limited Hong Kong 50 50<br />
<strong>Hyflux</strong> NewSpring (Taoyuan) Co., <strong>Ltd</strong>. People’s Republic of China 50 50<br />
<strong>Hyflux</strong> Utility (LP) Limited Hong Kong 50 50<br />
<strong>Hyflux</strong> NewSpring Water Treatment (Leping) Co., <strong>Ltd</strong>. People’s Republic of China 50 50<br />
<strong>Hyflux</strong> Utility WTP (DZ) Pte <strong>Ltd</strong> Singapore 50 –
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
8 investments in Joint venture (cont’d)<br />
name of joint venture country of incorporation note<br />
ownership<br />
interest<br />
<strong>2011</strong> 2010<br />
% %<br />
held through joint ventures (cont’d)<br />
<strong>Hyflux</strong> NewSpring (Dezhou) Co., <strong>Ltd</strong> People’s Republic of China 50 –<br />
<strong>Hyflux</strong> Utility WWT (HCHX) Pte <strong>Ltd</strong> Singapore 50 –<br />
<strong>Hyflux</strong> GaoYang Sewage Disposal (ChongQing) Co., <strong>Ltd</strong> People’s Republic of China 50 –<br />
KPMG LLP, Singapore is the auditor of the Singapore-incorporated joint ventures. The foreign-incorporated joint venture that is<br />
considered significant is Tianjin Dagang NewSpring Co., <strong>Ltd</strong> and the statutory auditor is KPMG Huazhen, Shanghai, People’s<br />
Republic of China.<br />
The summarised financial information of the joint ventures, which are adjusted for the percentage of ownership held by the<br />
Group, are as follows:<br />
<strong>2011</strong> 2010<br />
$’000 $’000<br />
Assets and liabilities<br />
Non-current assets 405,518 354,263<br />
Current assets 53,603 53,879<br />
Total assets 459,121 408,142<br />
non-current liabilities (131,904) (81,054)<br />
Current liabilities (48,678) (109,159)<br />
Total liabilities (180,582) (190,213)<br />
results<br />
Revenue 38,218 12,677<br />
Expenses (39,264) (15,332)<br />
Loss before income tax (1,046) (2,655)<br />
contingent liabilities in respect of bank guarantees for which the Group is liable (62,652) (59,938)<br />
9 investments in AssociAtes<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
Group company<br />
<strong>2011</strong> 2010 <strong>2011</strong> 2010<br />
$’000 $’000 $’000 $’000<br />
Unquoted equity securities 108,887 75,032 13,704 13,320<br />
Unquoted equity securities of the Group with a carrying amount of $88,195,000 (2010: $55,834,000) have been pledged as<br />
collateral for banking facilities granted to the associates.<br />
81
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
9 investments in AssociAtes (cont’d)<br />
Details of major associates are as follows:<br />
name of associate country of incorporation<br />
ownership<br />
interest<br />
<strong>2011</strong> 2010<br />
% %<br />
held by the company<br />
SingSpring Trust Singapore 30 30<br />
held through subsidiaries<br />
Ningxia Hypow Bio-Technology Co., <strong>Ltd</strong> People’s Republic of China 25 25<br />
Tlemcen Desalination Investment Company SAS France 30 30<br />
Tahlyat Myah Magtaa SPA Algeria 47 47<br />
SingSpring Trust is audited by Ernst & Young Singapore and Tahlyat Myah Magtaa SPA is audited by Cabinet Benmahsour Med<br />
El Bachir. An associated company is considered significant as defined under the Singapore Exchange Limited Listing Manual<br />
if the Group’s share of its net tangible assets represents 20% or more of the Group’s consolidated net tangible assets, or if the<br />
Group’s share of its pre-tax profits accounts for 20% or more of the Group’s consolidated pre-tax profits.<br />
The summarised financial information of the associates, which are adjusted for the percentage of ownership held by the Group,<br />
are as follows:<br />
<strong>2011</strong> 2010<br />
$’000 $’000<br />
Assets and liabilities<br />
Total assets 345,251 251,491<br />
Total liabilities (296,566) (191,549)<br />
results<br />
Revenue 27,227 36,972<br />
Profit after income tax 1,226 1,959<br />
10 other investments<br />
82<br />
Group company<br />
<strong>2011</strong> 2010 <strong>2011</strong> 2010<br />
$’000 $’000 $’000 $’000<br />
Available-for-sale money market instrument – 2,429 – 2,429
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
11 FinAnciAL receivABLes<br />
Group<br />
<strong>2011</strong> 2010<br />
$’000 $’000<br />
non-current<br />
Financial receivables 418,320 226,087<br />
Lease receivables – 62<br />
current<br />
418,320 226,149<br />
Financial receivables 4,874 5,596<br />
Lease receivables 63 255<br />
4,937 5,851<br />
Total 423,257 232,000<br />
The financial receivables represent the unconditional rights to receive cash or other financial asset from or at the direction of the<br />
grantors for the construction or upgrade services provided. See note 6 for the background of the service concession agreements.<br />
The Group has receivables under finance leases as follows:<br />
Group<br />
minimum<br />
lease payment<br />
receivables<br />
unearned<br />
finance income<br />
present value<br />
of minimum<br />
lease payment<br />
receivables<br />
minimum<br />
lease payment<br />
receivables<br />
unearned<br />
finance income<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
present value<br />
of minimum<br />
lease payment<br />
receivables<br />
<strong>2011</strong> <strong>2011</strong> <strong>2011</strong> 2010 2010 2010<br />
$’000 $’000 $’000 $’000 $’000 $’000<br />
Within one year 82 19 63 329 74 255<br />
Between one and<br />
five years – – – 81 19 62<br />
82 19 63 410 93 317<br />
Under the terms of the lease arrangements, no contingent rents are recognised and there are no unguaranteed residual values<br />
accruing to the Group.<br />
The weighted average effective interest rate of the lease receivables at 31 December <strong>2011</strong> is 5.5% (2010: 5.5%) per annum.<br />
83
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
12 trADe AnD other receivABLes<br />
84<br />
Group company<br />
<strong>2011</strong> 2010 <strong>2011</strong> 2010<br />
$’000 $’000 $’000 $’000<br />
non-current<br />
Trade receivables<br />
Amounts due from:<br />
66 261 – –<br />
- subsidiaries (non-trade) – – 445,312 16,924<br />
- associates (non-trade) 15,486 15,555 – –<br />
15,552 15,816 445,312 16,924<br />
current<br />
Trade receivables 90,691 53,976 – –<br />
Prepayments 4,927 1,865 3,276 245<br />
Deposits 2,512 18,441 – 15,712<br />
Advances to suppliers 19,826 11,278 – –<br />
Staff advances 323 312 – –<br />
Other receivables 12,801 13,958 – –<br />
Derivatives 546 754 514 754<br />
Amounts due from:<br />
- subsidiaries (trade) – – 17,548 18,379<br />
- subsidiaries (non-trade) – – 701,871 549,817<br />
- joint ventures (trade) 30,015 30,806 – 16,927<br />
- joint ventures (non-trade) 1,688 2,218 527 1,101<br />
- associates (trade) 64,955 46,905 – –<br />
- associates (non-trade) 2,809 1,885 5,405 5,447<br />
231,093 182,398 729,141 608,382<br />
Total 246,645 198,214 1,174,453 625,306<br />
At 31 December <strong>2011</strong>, trade receivables for the Group included a retention sum of $9,353,000 (2010: $7,090,000) relating to<br />
construction contracts in progress.<br />
Included in current trade receivables of the Group are note receivables of $6,356,000 (2010: $6,531,000) relating to bank<br />
documents secured from customers for settlement of payment within the next six months.<br />
Outstanding balances with subsidiaries, joint ventures and associates are unsecured. There is no allowance for doubtful debts<br />
arising from the outstanding balances.<br />
The non-current non-trade amounts due from subsidiaries are interest-free, have no fixed terms of repayment and are not<br />
expected to be repaid within the next 12 months. As these amounts are in substance, a part of the entity’s net investment in the<br />
subsidiaries, they are stated at cost.<br />
The non-current non-trade amounts due from associates bear interest at rates of 5.94% (2010: 6.84%) per annum and are<br />
repayable between <strong>2011</strong> to 2014.<br />
The current amounts due from subsidiaries, joint ventures and associates are interest-free and are repayable on demand.<br />
The Group’s and the Company’s exposure to credit and currency risks, and impairment losses related to trade and other<br />
receivables, are as set out in note 21.
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
13 DeFerreD tAx Assets AnD LiABiLities<br />
Unrecognised deferred tax assets<br />
Deferred tax assets have not been recognised in respect of the following items:<br />
Group company<br />
<strong>2011</strong> 2010 <strong>2011</strong> 2010<br />
$’000 $’000 $’000 $’000<br />
Tax losses 17,880 25,857 – –<br />
Deductible temporary differences 18 18 – –<br />
17,898 25,875 – –<br />
The tax losses and deductible temporary differences are subject to agreement by the tax authorities and compliance with tax<br />
regulations in the respective countries in which the Company and certain subsidiaries operate. The tax losses and deductible<br />
temporary differences do not expire under current tax legislation. Deferred tax assets have not been recognised in respect of<br />
these items because it is not probable that future taxable profit will be available against which the Group can utilise the benefits<br />
therefrom.<br />
Recognised deferred tax assets and liabilities<br />
Deferred tax assets and liabilities are attributable to the following:<br />
Group<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
Assets Liabilities<br />
<strong>2011</strong> 2010 <strong>2011</strong> 2010<br />
$’000 $’000 $’000 $’000<br />
Property, plant and equipment – – 182 791<br />
Intangible assets – – 4,445 3,732<br />
Intangible assets arising from service concession arrangements (417) (769) 23,747 21,117<br />
Tax loss carry-forwards (2,412) (847) – –<br />
Deferred tax (assets)/liabilities (2,829) (1,616) 28,374 25,640<br />
85
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
13 DeFerreD tAx Assets AnD LiABiLities (cont’d)<br />
86<br />
Movement in temporary differences during the year<br />
From<br />
acquisition<br />
Balance<br />
recognised<br />
Balance<br />
of recognised<br />
Balance<br />
as at Acquired in profit<br />
as at subsidiaries in profit<br />
as at<br />
1 January in business or loss exchange 31 December by a joint or loss exchange 31 December<br />
2010 combination (note 25) differences 2010 venture (note 25) differences <strong>2011</strong><br />
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000<br />
Group<br />
Property, plant and equipment 667 – 124 – 791 – (609) – 182<br />
Intangible assets 5,605 – (1,873) – 3,732 – 713 – 4,445<br />
Intangible assets arising<br />
from service concession<br />
arrangements – 20,348 – – 20,348 2,729 (613) 866 23,330<br />
Tax loss carry-forwards (2,761) – 1,606 308 (847) – (1,536) (29) (2,412)<br />
3,511 20,348 (143) 308 24,024 2,729 (2,045) 837 25,545
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
14 Gross Amounts Due For contrAct WorK<br />
Group<br />
note <strong>2011</strong> 2010<br />
$’000 $’000<br />
Costs incurred and attributable profits 1,127,765 926,508<br />
Progress billings (964,410) (682,011)<br />
163,355 244,497<br />
Comprising of:<br />
Gross amounts due from contract work 176,910 254,469<br />
Advance payments received from customers 17 (13,555) (9,972)<br />
163,355 244,497<br />
15 inventories<br />
Group<br />
<strong>2011</strong> 2010<br />
$’000 $’000<br />
Raw materials and consumables 11,798 13,456<br />
Work in progress 11,010 10,896<br />
Finished goods 1,387 1,909<br />
24,195 26,261<br />
During the year, the write-down of inventories to net realisable value amounted to $113,000 (2010: $1,412,000) for the Group.<br />
The write-down is included as part of other expenses in profit or loss.<br />
16 cAsh AnD cAsh equivALents<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
Group company<br />
note <strong>2011</strong> 2010 <strong>2011</strong> 2010<br />
$’000 $’000 $’000 $’000<br />
Bank balances 198,789 104,464 13,782 3,446<br />
Fixed deposits with financial institutions 463,569 117,822 82,625 62,210<br />
Cash and cash equivalents in the statement of<br />
financial position 662,358 222,286 96,407 65,656<br />
Deposits pledged – (204)<br />
Bank overdrafts used for cash management purposes 18 (20,943) –<br />
Cash and cash equivalents in the statement of cash flows 641,415 222,082<br />
87
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
17 trADe AnD other pAyABLes<br />
Group company<br />
note <strong>2011</strong> 2010 <strong>2011</strong> 2010<br />
$’000 $’000 $’000 $’000<br />
Trade payables 183,335 169,519 – –<br />
Progress payments from customers 14 13,555 9,972 – –<br />
Derivatives 395 – 354 –<br />
Accrued expenses 13,958 19,790 762 747<br />
Other payables 15,412 8,637 8,403 3,826<br />
Amounts due to:<br />
- subsidiaries (trade) – – 41 37<br />
- subsidiaries (non-trade) – – 126,007 68,870<br />
- joint ventures (trade) 1,001 1,834 – –<br />
- joint ventures (non-trade) 184 286 – –<br />
227,840 210,038 135,567 73,480<br />
Amounts due to subsidiaries, joint ventures and associates are unsecured, interest-free and repayable on demand.<br />
The Group’s and the Company’s exposure to currency and liquidity risk related to trade and other payables are described in note<br />
21.<br />
18 LoAns AnD BorroWinGs<br />
88<br />
This note provides information about the contractual terms of the Group’s and the Company’s interest-bearing loans and<br />
borrowings, which are measured at amortised cost. For more information about the Group’s and Company’s exposures to<br />
interest rate, foreign currency and liquidity risks, see note 21.<br />
Group company<br />
note <strong>2011</strong> 2010 <strong>2011</strong> 2010<br />
$’000 $’000 $’000 $’000<br />
non-current liabilities<br />
Secured bank loans 78,096 – – –<br />
Unsecured bank loans 180,950 280,818 120,556 220,880<br />
Unsecured notes 453,255 222,788 453,255 222,788<br />
712,301 503,606 573,811 443,668<br />
current liabilities<br />
Bank overdraft 16 20,943 – – –<br />
Secured bank loans 6,482 43,122 – –<br />
Unsecured bank loans 2,258 52,538 – 52,538<br />
Unsecured notes 88,438 – 88,438 –<br />
118,121 95,660 88,438 52,538<br />
Total 830,422 599,266 662,249 496,206<br />
Secured bank loans of the Group at 31 December <strong>2011</strong> are secured by land and building under construction with carrying amount<br />
of $41,787,000 and a joint venture’s share mortgages of its shares of various subsidiaries. Secured bank loans of the Group at<br />
31 December 2010 are secured by a joint venture’s share mortgages of all its shares of China subsidiaries.
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
18 LoAns AnD BorroWinGs (cont’d)<br />
Unsecured bank loans and overdraft of the Group totalling $256,291,000 (2010: $294,295,000) are guaranteed by the Company<br />
and certain subsidiaries of the Group.<br />
Unsecured bank loans of the Company totalling $120,556,000 (2010: $234,357,000) are guaranteed by certain subsidiaries of<br />
the Group.<br />
At the reporting date, the Group does not consider it is probable that a claim will be made against the Group under the guarantees<br />
as described above.<br />
During the year, the Company has increased the unsecured multi-currency debt which established in 2008 from $300 million to<br />
$800 million, pursuant to which the Company may, issue notes which bear currency, interest and maturity terms that vary with<br />
each series, as may be agreed between the Company and the dealers. As at 31 December <strong>2011</strong>, $544 million (2010: $224<br />
million) of unsecured fixed rate notes were in issue.<br />
Terms and debt repayment schedule<br />
Terms and conditions of outstanding loans and borrowings are as follows:<br />
nominal<br />
interest rate year of maturity<br />
Face<br />
value<br />
<strong>2011</strong> 2010<br />
carrying<br />
amount<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
Face<br />
value<br />
carrying<br />
amount<br />
currency<br />
$’000 $’000 $’000 $’000<br />
Group<br />
Unsecured bank loans SGD SIBOR + 0.93% 2010 - <strong>2011</strong> – – 30,000 30,000<br />
Unsecured bank loans USD LIBOR + 0.93% <strong>2011</strong> – – 139,254 139,254<br />
Unsecured bank loans USD LIBOR + 1.66% 2016 120,556 120,556 – –<br />
Unsecured bank loans USD COF* + 2.25% 2013 – – 65,102 65,102<br />
Unsecured bank loans USD COF* + 1.75% <strong>2011</strong> – – 39,062 39,062<br />
Unsecured bank loans RMB 5.94% - 6.6% 2023 63,281 62,652 60,539 59,938<br />
Secured bank loans USD COF* + 2.5% 2012 - 2017 33,704 33,704 – –<br />
Secured bank loans USD LIBOR + 2.5% 2012 - 2014 51,963 50,874 – –<br />
Secured bank loans SGD SOR + margin <strong>2011</strong> – – 43,159 43,122<br />
Unsecured notes SGD 3.5% - 5.68% 2012 - 2019 543,500 541,693 223,500 222,788<br />
Bank overdraft<br />
Total loans and<br />
DZD 6% - 9% 2012 20,943 20,943 – –<br />
borrowings 833,947 830,422 600,616 599,266<br />
company<br />
Unsecured bank loans SGD SIBOR + 0.93% 2010 - <strong>2011</strong> – – 30,000 30,000<br />
Unsecured bank loans USD LIBOR + 0.93% <strong>2011</strong> – – 139,254 139,254<br />
Unsecured bank loans USD LIBOR + 1.66% 2016 120,556 120,556 – –<br />
Unsecured bank loans USD COF* + 2.25% 2013 – – 65,102 65,102<br />
Unsecured bank loans USD COF* + 1.75% <strong>2011</strong> – – 39,062 39,062<br />
Unsecured notes SGD 3.5% - 5.68% 2012 - 2019 543,500 541,693 223,500 222,788<br />
Total loans and<br />
borrowings 664,056 662,249 496,918 496,206<br />
89
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
18 LoAns AnD BorroWinGs (cont’d)<br />
Terms and debt repayment schedule (cont’d)<br />
COF* : Costs of funds, the rate per annum determined by the bank to be the aggregate of :<br />
i. The rate at which the bank would be able to acquire funds in the Singapore interbank market (or from such<br />
sources as the bank may select for the purpose), and<br />
ii. The rate determined by the bank to represent the bank’s costs of compliance with liquidity, reserve or similar<br />
requirements imposed by any relevant authority (if any).<br />
19 cApitAL AnD reserves<br />
90<br />
Share capital<br />
ordinary<br />
shares cps*<br />
<strong>2011</strong> 2010 <strong>2011</strong> 2010<br />
no. of shares no. of shares<br />
’000 ’000 ’000 ’000<br />
Group and company<br />
On issue at 1 January 857,931 528,365 – –<br />
Issue of bonus shares – 285,977 – –<br />
Issue of CPS – – 4,000 –<br />
Exercise of share options 3,459 3,372 – –<br />
Exercise of warrants – 40,217 – –<br />
Purchase of treasury shares (2,711) – – –<br />
On issue at 31 December 858,679 857,931 4,000 –<br />
* 6% Cumulative Non-convertible Non-voting Perpetual Class A Perpetual Preference Shares.<br />
All shares rank equally with regard to the Company’s residual assets, except that CPS shareholders which rank senior to the<br />
ordinary shareholders participate only to the extent of the face value of the CPS.<br />
All issued shares are fully paid, with no par value.<br />
Ordinary shares<br />
The holders of ordinary shares are entitled to receive dividends as declared from time to time, and are entitled to one vote per<br />
share at meetings of the Company. In respect of the Company’s shares that are held by the Group, the rights are suspended<br />
until these shares are issued.
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
19 cApitAL AnD reserves (cont’d)<br />
Ordinary shares (cont’d)<br />
Issuance of ordinary shares<br />
3,459,000 (2010: 43,589,000) ordinary shares were issued as a result of the exercise of vested options and warrants arising<br />
from the 2001 share option programme granted to key management staff and warrant subscription agreements. Options were<br />
exercised at an average price of $1.364 (2010: $1.218) per option. In 2010, the warrants were exercised at an average price of<br />
$2.392 per warrant.<br />
All issued shares were fully paid.<br />
CPS<br />
Group and<br />
company<br />
<strong>2011</strong><br />
$’000<br />
Proceeds from issue of CPS 400,000<br />
Transaction costs (7,431)<br />
Net proceeds/carrying amount at 31 December 392,569<br />
On 25 April <strong>2011</strong>, the Company issued 4,000,000 CPS listed on the Main Board of the Singapore Exchange Securities Trading<br />
Limited.<br />
The CPS do not carry the right to vote at general meeting except in certain limited circumstances as specified in the Offer<br />
Information Statement dated 13 April <strong>2011</strong> (the OIS) and rank senior to the ordinary shares with regard to the Company’s residual<br />
assets, to the extent of the face value of the CPS. All issued shares are fully paid.<br />
The CPS carry a dividend rate of 6% per annum of their liquidation preference (being $100 per CPS), payable semi-annually<br />
when, as and if declared by the Board, in arrears on 25 April and 25 October of each year, subject to certain conditions specified<br />
in the OIS.<br />
The Company has the right, but not the obligation, to redeem the CPS on or after 25 April 2018, at the liquidation preference for<br />
each CPS plus accrued but unpaid dividends up to (but excluding) the redemption date. If the CPS are not redeemed by the<br />
Company on 25 April 2018, dividends will accrue on the CPS at the rate of 8% per annum of their liquidation preference on and<br />
from 25 April 2018.<br />
The CPS are perpetual securities with no maturity date and are not redeemable at the option of the holders of the CPS. The<br />
Company may at its sole discretion, redeem the CPS for cash, in whole or in part (on a pro rata basis), under certain circumstances,<br />
subject to the terms and conditions of OIS.<br />
Bonus issue<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
On 27 December 2010, 285,977,000 fully paid ordinary shares were issued to existing shareholders as bonus shares, in the<br />
proportion of one share for every two shares held.<br />
91
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
19 cApitAL AnD reserves (cont’d)<br />
92<br />
Warrant<br />
By a warrant subscription agreement dated 23 November 2004 supplemented by a supplemental warrant subscription agreement<br />
dated 25 April 2008 (Agreements) entered into between the Company and Istithmar World PJSC (formerly known as Istithmar<br />
PJSC) (Istithmar), Istithmar was entitled to subscribe for 41,216,863 ordinary shares in the Company, subject to the terms and<br />
conditions of the Agreements and the warrant instrument. The exercise period was from April 2008 to April 2010.<br />
The exercise price was the higher of (a) $1.95 and (b) the lower of 70% of the volume-weighted average price for trades in the<br />
Company’s shares transacted on the Singapore Exchange on the market day immediately preceding the exercise date or in the<br />
30 calendar day period immediately preceding the exercise date. All the outstanding warrants have been exercised in 2010 and<br />
there are no outstanding warrants at 31 December <strong>2011</strong>.<br />
Reserve for own shares<br />
The reserve for the Company’s own shares comprises the cost of the Company’s shares held by the Group. At 31 December<br />
<strong>2011</strong>, the Group held 3,211,000 (2010: 500,000) of the Company’s shares.<br />
Capital reserve<br />
The capital reserve comprises:<br />
(a) Capital gain arising from the payment of the Group’s subscription to the share capital of a subsidiary by a non-controlling<br />
interest; and<br />
(b) Statutory Reserve Fund (SRF)<br />
In accordance with the Foreign Enterprise Law in the People’s Republic of China (PRC), the Group’s subsidiaries in the<br />
PRC are required to appropriate earnings to a SRF. 10% of the statutory profits after tax as determined in accordance<br />
with the applicable PRC accounting standards and regulations are allocated to the SRF annually until the cumulative total<br />
of the SRF reaches 50% of the subsidiaries’ registered capital. Subject to approval from the relevant PRC authorities, the<br />
SRF may be used to offset any accumulated losses or increase the registered capital of the subsidiaries. The SRF is not<br />
available for dividend distribution to shareholders.<br />
(c) Difference between the consideration paid and net assets acquired in acquisition of non-controlling interest.<br />
(d) Accumulated amortisation of transaction costs incurred in the issuance of redeemable preference shares.<br />
Foreign currency translation reserve<br />
The translation reserve comprises foreign currency differences arising from the translation of the financial statements of foreign<br />
operations.<br />
Hedging reserve<br />
The hedging reserve comprises:<br />
(a) The effective portion of the cumulative net change in the fair value of cash flow hedging instruments relating to hedged<br />
transactions that have not yet occurred; and<br />
(b) The Group’s share of the hedging reserve of associates.
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
19 cApitAL AnD reserves (cont’d)<br />
Employees’ share option reserve<br />
The employees’ share option reserve represents the equity-settled share options granted to employees. This reserve is made up<br />
of the cumulative value of services received from employees recorded over the vesting period commencing from the grant date<br />
of equity-settled share options.<br />
Dividends<br />
The following dividends were declared and paid by the Group and the Company:<br />
For the year ended 31 December<br />
Group and company<br />
<strong>2011</strong> 2010<br />
$’000 $’000<br />
Final tax-exempt dividend paid of 3.50 cents (2010: 5.00 cents) per share in respect of<br />
previous financial year 30,108 28,515<br />
Interim tax-exempt dividend paid of 0.67 cent (2010: 1.00 cent) per share in respect of<br />
current financial year 5,767 5,707<br />
$100 per CPS (2010: nil) 12,033 –<br />
47,908 34,222<br />
After the respective reporting dates, the following dividends were proposed by the directors. The dividends have not been<br />
provided for and there are no income tax consequences.<br />
Group and company<br />
<strong>2011</strong> 2010<br />
$’000 $’000<br />
Final proposed tax-exempt dividend of 2.10 cents (2010: 3.50 cents) per share 18,032 30,027<br />
20 shAre-BAseD pAyment<br />
Description of the share-based payment arrangements<br />
At 31 December <strong>2011</strong>, the Group has the following share-based payment arrangements.<br />
Share option scheme (equity-settled)<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
The <strong>Hyflux</strong> Employees’ Share Option Scheme (the 2001 Scheme) of the Company was approved and adopted by its members<br />
at an Extraordinary General Meeting held on 27 September 2001. The 2001 Scheme provides an opportunity for employees and<br />
directors of the Company and its subsidiaries, other than substantial shareholders of the Company, to participate in the equity of<br />
the Company.<br />
On 24 November 2003, the members of the Company approved a modification to the 2001 Scheme which allowed Olivia Lum<br />
Ooi Lin, Executive Chairman and Group CEO, and a substantial shareholder of the Company, to participate in the 2001 Scheme.<br />
The maximum entitlement of Olivia Lum Ooi Lin is 10% of the total number of shares which may be issued by the Company under<br />
the 2001 Scheme.<br />
93
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
20 shAre-BAseD pAyment (cont’d)<br />
94<br />
The 2001 Scheme expired on 26 September <strong>2011</strong>.<br />
On 27 April <strong>2011</strong>, the members of the Company have approved the implementation of new share option scheme (the <strong>2011</strong><br />
Scheme) to replace the 2001 Scheme that expired on 26 September <strong>2011</strong>. The implementation of the <strong>2011</strong> Scheme and<br />
replacement of expired scheme do not affect the rights of holders of the options under the expired scheme. The maximum<br />
entitlement of Olivia Lum Ooi Lin is 10% of the total number of shares which may be issued by the Company under the <strong>2011</strong><br />
Scheme. The aggregate number of scheme shares available to Olivia Lum Ooi Lin and her associates (as defined in SGX Listing<br />
Manual) shall not exceed 25% of the total number of scheme shares available under the <strong>2011</strong> Scheme. It was in force since 27<br />
September <strong>2011</strong> and shall expire on 26 September 2021.<br />
Both the 2001 Scheme and <strong>2011</strong> Scheme (collectively as the Schemes) are administered by the Remuneration Committee.<br />
Once these options have vested, the options are exercisable by an employee during a contractual option term of 10 years (the<br />
options granted for a non-executive director under 2001 Scheme has a validity period of 5 years) from the date of grant of that<br />
option. 20% of the options granted are exercisable after the director or employee completed each year of service from the date<br />
of the grant. All options are to be settled by physical delivery of shares.<br />
The duration of the <strong>2011</strong> Scheme may be extended with the approval of the members of the Company at a general meeting of<br />
the Company and of any relevant authorities which may then be required. The vesting of the options under the Schemes are<br />
conditional upon various factors including the directors and employees completing their years of service to the Group.<br />
Disclosure of share option scheme<br />
The number and weighted average exercise prices of share options are as follows:<br />
Weighted<br />
average<br />
exercise<br />
price<br />
number<br />
of options<br />
Weighted<br />
average<br />
exercise<br />
price<br />
number<br />
of options<br />
<strong>2011</strong> <strong>2011</strong> 2010 2010<br />
$ $<br />
Outstanding at 1 January 1.656 35,640,369 1.492 25,279,093<br />
Forfeited during the year 1.782 (4,517,572) 1.657 (2,338,000)<br />
Exercised during the year 1.364 (3,437,116) 1.218 (3,372,187)<br />
Granted during the year 1.631 14,028,000 2.297 4,200,000<br />
Bonus options – – 1.655 11,871,463<br />
Outstanding at 31 December 1.658 41,713,681 1.656 35,640,369<br />
Exercisable at 31 December 1.564 19,588,481 1.583 18,497,469<br />
The options outstanding at 31 December <strong>2011</strong> have an exercise price in the range of $0.275 to $2.419 (2010: $0.179 to $2.419)<br />
and a weighted average contractual life of 6.66 years (2010: 6.28 years).<br />
The weighted average share price at the date of exercise for share options exercised in <strong>2011</strong> was $1.990 (2010: $1.485) per<br />
share.
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
20 shAre-BAseD pAyment (cont’d)<br />
Inputs for measurement of grant date fair values<br />
The grant date fair value of the share-based payment plans was measured based on the Black-Scholes standard option valuation<br />
model. Expected volatility is estimated by considering historic average share price volatility. The inputs used in the measurement<br />
of the fair values at grant date of the share-based payment plans are the following:<br />
Fair value of share options and assumptions<br />
Date of grant of options 4 march <strong>2011</strong> 18 october <strong>2011</strong><br />
Fair value at grant date $0.383 $0.217<br />
Share price at grant date $1.830 $1.430<br />
Exercise price $1.892 $1.466<br />
Expected volatility (weighted average volatility) 32% 32%<br />
Option life (expected weighted average life) 100 days 100 days<br />
Expected dividends 1.85% 3.95%<br />
Risk-free interest rate (based on government bonds) 0.75% 0.34%<br />
21 FinAnciAL instruments<br />
Credit risk<br />
Exposure to credit risk<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
The carrying amount of financial assets in the statement of financial position represents the Group and the Company’s respective<br />
maximum credit exposure. The maximum exposure to credit risk at the reporting date was:<br />
Group company<br />
note <strong>2011</strong> 2010 <strong>2011</strong> 2010<br />
$’000 $’000 $’000 $’000<br />
Financial receivables 11 423,257 232,000 – –<br />
Trade receivables 12 90,757 54,237 – –<br />
Deposits 12 2,512 18,441 – 15,712<br />
Advances to suppliers 12 19,826 11,278 – –<br />
Staff advances 12 323 312 – –<br />
Other receivables 12 12,801 13,958 – –<br />
Amounts due from:<br />
- subsidiaries (trade) 12 – – 17,548 18,379<br />
- subsidiaries (non-trade) 12 – – 1,147,183 566,741<br />
- joint ventures (trade) 12 30,015 30,806 – 16,927<br />
- joint ventures (non-trade) 12 1,688 2,218 527 1,101<br />
- associates (trade) 12 64,955 46,905 – –<br />
- associates (non-trade) 12 18,295 17,440 5,405 5,447<br />
Cash and cash equivalents 16 662,358 222,286 96,407 65,656<br />
Loans and receivables 1,326,787 649,881 1,267,070 689,963<br />
Available-for-sale money market instrument 10 – 2,429 – 2,429<br />
Derivatives 12 546 754 514 754<br />
Recognised financial assets 1,327,333 653,064 1,267,584 693,146<br />
The Group’s revenue is earned from a wide range of customers for whom there has not been a significant change in their credit<br />
quality.<br />
95
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
21 FinAnciAL instruments (cont’d)<br />
96<br />
Credit risk (cont’d)<br />
Exposure to credit risk (cont’d)<br />
The maximum exposure to credit risk for loans and receivables at the reporting date by type of counterparty was:<br />
Group company<br />
<strong>2011</strong> 2010 <strong>2011</strong> 2010<br />
$’000 $’000 $’000 $’000<br />
Municipal 1,150,088 514,532 – –<br />
Industrial 138,227 128,893 – –<br />
Subsidiaries – – 1,164,731 585,120<br />
Joint ventures – – 527 18,028<br />
Associates – – 5,405 5,447<br />
Others 38,472 6,456 96,407 81,368<br />
1,326,787 649,881 1,267,070 689,963<br />
The credit quality of trade and other receivables is assessed based upon the credit policy in place. At the reporting date, the<br />
Group and the Company believe that the credit quality of trade and other receivables that were not past due or impaired is of<br />
acceptable risk.<br />
The Group does not require collateral in respect of trade and other receivables.<br />
Impairment losses<br />
The ageing of loans and receivables at the reporting date was:<br />
Gross impairment Gross impairment<br />
<strong>2011</strong> <strong>2011</strong> 2010 2010<br />
$’000 $’000 $’000 $’000<br />
Group<br />
Not past due 1,275,441 – 631,684 –<br />
Past due 0 to 60 days 10,271 5 7,007 –<br />
Past due 61 to 120 days 10,249 – 4,501 –<br />
More than 120 days 35,753 4,922 11,969 5,280<br />
company<br />
1,331,714 4,927 655,161 5,280<br />
Not past due 1,267,070 – 689,963 –
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
21 FinAnciAL instruments (cont’d)<br />
Credit risk (cont’d)<br />
Impairment losses (cont’d)<br />
The movement in the allowance for impairment in respect of loans and receivables during the year was as follows:<br />
Group<br />
<strong>2011</strong> 2010<br />
$’000 $’000<br />
At 1 January 5,280 4,875<br />
Impairment loss recognised 1,980 2,411<br />
Impairment loss written off (1,503) (828)<br />
Impairment loss written back (903) (885)<br />
Effect of movements in exchange rates 73 (293)<br />
At 31 December 4,927 5,280<br />
At 31 December <strong>2011</strong>, an impairment loss of the Group of $1,980,000 relates to several customers that have indicated that they<br />
are not expecting to be able to pay their outstanding balances, mainly due to financial difficulties.<br />
The impairment losses recognised and written back during the year are included as part of other expenses in profit or loss.<br />
The Group and the Company believe that the unimpaired amounts that are past due are still collectible, based on historic<br />
payment behaviour and analysis of the customers’ underlying credit ratings.<br />
Based on historic default rates, the Group believes that, apart from the above, no impairment allowance is necessary in respect<br />
of the Group’s loans and receivables that are unimpaired at 31 December <strong>2011</strong> as these loans and receivables are mainly due<br />
from governing bodies or agencies of the People’s Republic of China, or customers that have a good payment record with the<br />
Group. Management believes that no additional impairment allowance is necessary on the Company’s loans and receivables as<br />
at 31 December <strong>2011</strong>.<br />
Cash and cash equivalents<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
The Group held cash and cash equivalents of $662,358,000 at 31 December <strong>2011</strong> (2010: $222,286,000), which represents<br />
its maximum credit exposure on these assets. The cash and cash equivalents are held with bank and financial institution<br />
counterparties, which are rated A+ to AA-, based on rating agency Standard & Poor’s ratings.<br />
97
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
21 FinAnciAL instruments (cont’d)<br />
98<br />
Liquidity risk<br />
The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact<br />
of netting agreements:<br />
carrying<br />
amount<br />
contractual<br />
cash flows<br />
Cash flows<br />
Within<br />
1 year<br />
Between<br />
1 and 5<br />
years<br />
more than<br />
5 years<br />
$’000 $’000 $’000 $’000 $’000<br />
Group<br />
<strong>2011</strong><br />
Non-derivative financial liabilities<br />
Bank overdraft 20,943 (22,427) (22,427) – –<br />
Variable interest rate loans 267,786 (315,818) (20,799) (236,586) (58,433)<br />
Fixed interest rate notes 541,693 (642,636) (110,674) (351,302) (180,660)<br />
Trade and other payables* 213,890 (213,890) (213,890) – –<br />
1,044,312 (1,194,771) (367,790) (587,888) (239,093)<br />
Derivative financial instruments<br />
Forward exchange contracts (gross-settled) (546)<br />
- Outflow (80,961) (80,961) – –<br />
- Inflow 81,611 81,611 – –<br />
Forward exchange contracts (gross-settled) 354<br />
- Outflow (38,955) (38,955) – –<br />
- Inflow 38,640 38,640 – –<br />
Interest rate swaps used for hedging (net-settled) 41 (65) (41) (24) –<br />
(151) 270 294 (24) –<br />
* Excludes derivatives (shown separately) and progress payments from customers.
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
21 FinAnciAL instruments (cont’d)<br />
Liquidity risk (cont’d)<br />
Cash flows<br />
Between<br />
carrying contractual Within 1 and 5 more than<br />
amount cash flows 1 year years 5 years<br />
Group<br />
2010<br />
Non-derivative financial liabilities<br />
$’000 $’000 $’000 $’000 $’000<br />
Variable interest rate loans 376,478 (423,820) (121,189) (102,635) (199,996)<br />
Fixed interest rate notes 222,788 (257,049) (11,051) (245,998) –<br />
Trade and other payables* 200,066 (200,066) (200,066) – –<br />
799,332 (880,935) (332,306) (348,633) (199,996)<br />
Derivative financial instruments<br />
Forward exchange contracts (gross-settled) (754)<br />
- Outflow (39,036) (39,036) – –<br />
- Inflow 39,207 39,207 – –<br />
(754) 171 171 – –<br />
company<br />
<strong>2011</strong><br />
Non-derivative financial liabilities<br />
Variable interest rate loans 120,556 (131,365) (2,358) (129,007) –<br />
Fixed interest rate notes 541,693 (642,636) (110,674) (351,302) (180,660)<br />
Trade and other payables* 135,213 (135,213) (135,213) – –<br />
797,462 (909,214) (248,245) (480,309) (180,660)<br />
Derivative financial instruments<br />
Forward exchange contracts (gross-settled) (514)<br />
- Outflow (77,910) (77,910) – –<br />
- Inflow 78,527 78,527 – –<br />
Forward exchange contracts (gross-settled) 354<br />
- Outflow (38,955) (38,955) – –<br />
- Inflow 38,640 38,640 – –<br />
(160) 302 302 – –<br />
2010<br />
Non-derivative financial liabilities<br />
Variable interest rate loans 273,418 (291,071) (74,366) (76,325) (140,380)<br />
Fixed interest rate notes 222,788 (257,049) (11,051) (245,998) –<br />
Trade and other payables* 73,480 (73,480) (73,480) – –<br />
569,686 (621,600) (158,897) (322,323) (140,380)<br />
Derivative financial instruments<br />
Forward exchange contracts (gross-settled) (754)<br />
- Outflow (39,036) (39,036) – –<br />
- Inflow 39,207 39,207 – –<br />
(754) 171 171 – –<br />
* Excludes derivatives (shown separately) and progress payments from customers.<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
99
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
21 FinAnciAL instruments (cont’d)<br />
100<br />
Liquidity risk (cont’d)<br />
The maturity analysis shows the undiscounted cash flows of the Group and the Company’s financial liabilities on the basis of their<br />
earliest possible contractual maturity.<br />
For derivative financial instruments, the cash inflows/(outflows) represent the contractual undiscounted cash flows relating to<br />
these instruments. Gross inflows and outflows are included for derivatives that are gross-settled on a simultaneous basis.<br />
Except for the cash flow arising from the intragroup financial guarantee, it is not expected that the cash flows included in the<br />
maturity analysis could occur significantly earlier, or at significantly different amounts.<br />
At the reporting date, the Company does not consider it probable that a claim will be made against the Company under the<br />
intragroup financial guarantee.<br />
Currency risk<br />
Exposure to currency risk<br />
The Group’s and Company’s exposure to foreign currency risk is as follows based on notional amounts:<br />
31 December<br />
<strong>2011</strong><br />
us dollars<br />
31 December<br />
2010<br />
us dollars<br />
$’000 $’000<br />
Group<br />
Trade and other receivables 245,732 362,798<br />
Cash and cash equivalents 75,478 82,080<br />
Loans and borrowings (154,260) (243,418)<br />
Trade and other payables (96,952) (132,760)<br />
company<br />
69,998 68,700<br />
Trade and other receivables 302,601 294,960<br />
Cash and cash equivalents 808 40,183<br />
Loans and borrowings (120,556) (243,418)<br />
Trade and other payables (9,912) (49,018)<br />
172,941 42,707<br />
Sensitivity analysis<br />
A 10% strengthening of the Singapore dollar, as indicated below, against the US dollars at 31 December would have decreased<br />
equity and profit before income tax in profit or loss by the amounts shown below. This analysis is based on foreign currency<br />
exchange rate variances that the Group considered to be reasonably possible at the end of the reporting period. The analysis<br />
assumes that all other variables, in particular interest rates, remain constant. The analysis is performed on the same basis for<br />
2010, albeit that the reasonably possible foreign exchange rate variances were different, as indicated below:
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
21 FinAnciAL instruments (cont’d)<br />
Currency risk (cont’d)<br />
Sensitivity analysis (cont’d)<br />
Group company<br />
Profit before<br />
Profit before<br />
income tax equity income tax equity<br />
$’000 $’000 $’000 $’000<br />
31 December <strong>2011</strong><br />
US dollars (10% strengthening) (7,000) – (17,294) –<br />
31 December 2010<br />
US dollars (10% strengthening) (6,870) – (4,271) –<br />
A weakening of the Singapore dollar against the above currency at 31 December would have had the equal but opposite effect<br />
to the amounts shown above, on the basis that all other variables remain constant.<br />
Interest rate risk<br />
Profile<br />
At the reporting date, the interest rate profile of the interest-bearing financial instruments was:<br />
Fixed rate instruments<br />
Group company<br />
carrying amount carrying amount<br />
<strong>2011</strong> 2010 <strong>2011</strong> 2010<br />
$’000 $’000 $’000 $’000<br />
Bank overdraft (20,943) – – –<br />
Unsecured notes (541,693) (222,788) (541,693) (222,788)<br />
(562,636) (222,788) (541,693) (222,788)<br />
variable rate instruments<br />
Variable interest rate loans (267,786) (376,478) (120,556) (273,418)<br />
Fair value sensitivity analysis for fixed rate instruments<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
The Group does not account for any fixed rate financial assets and liabilities at fair value through profit or loss, and the Group does<br />
not designate derivatives (interest rate swaps) as hedging instruments under a fair value hedge accounting model. Therefore a<br />
change in interest rates at the reporting date would not affect profit or loss.<br />
101
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
21 FinAnciAL instruments (cont’d)<br />
102<br />
Interest rate risk (cont’d)<br />
Cash flow sensitivity analysis for variable rate instruments<br />
A change of 75 basis points in interest rates at the reporting date would have increased/(decreased) equity and profit before<br />
income tax in profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign<br />
currency rates, remain constant. The analysis is performed on the same basis for 2010.<br />
75 bp<br />
increase<br />
Profit before<br />
income tax equity<br />
75 bp<br />
decrease<br />
75 bp<br />
increase<br />
75 bp<br />
decrease<br />
Group $’000 $’000 $’000 $’000<br />
31 December <strong>2011</strong><br />
Variable rate instruments (2,008) 2,008 – –<br />
31 December 2010<br />
Variable rate instruments (2,824) 2,824 – –<br />
company<br />
31 December <strong>2011</strong><br />
Variable rate instruments (904) 904 – –<br />
31 December 2010<br />
Variable rate instruments (2,051) 2,051 – –
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
21 FinAnciAL instruments (cont’d)<br />
Accounting classifications and fair values<br />
Fair values versus carrying amounts<br />
The fair values of financial assets and liabilities, together with the carrying amounts shown in the statement of financial position,<br />
are as follows:<br />
Other financial<br />
liabilities within<br />
total<br />
Designated Loans and the scope of carrying<br />
note at fair value receivables<br />
Frs 39 amount Fair value<br />
Group $’000 $’000 $’000 $’000 $’000<br />
31 December <strong>2011</strong><br />
Cash and cash equivalents 16 – 662,358 – 662,358 662,358<br />
Trade and other receivables* 12 – 241,172 – 241,172 241,356<br />
Financial receivables 11 – 423,257 – 423,257 424,527<br />
Gross amounts due from<br />
contract work 14 – 176,910 – 176,910 176,910<br />
Financial assets designated<br />
at fair value through<br />
profit or loss 12 546 – – 546 546<br />
546 1,503,697 – 1,504,243 1,505,697<br />
Secured bank loans 18 – – (84,578) (84,578) (84,578)<br />
Unsecured bank loans 18 – – (183,208) (183,208) (183,208)<br />
Unsecured notes 18 – – (541,693) (541,693) (563,951)<br />
Trade and other payables# 17 – – (213,890) (213,890) (213,890)<br />
Financial liabilities designated<br />
at fair value through<br />
profit or loss 17 (395) – – (395) (395)<br />
Bank overdraft 18 – – (20,943) (20,943) (20,943)<br />
(395) – (1,044,312) (1,044,707) (1,066,965)<br />
* Excluding derivatives (shown separately) and prepayment.<br />
# Excluding progress payments from customers and derivatives (shown separately).<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
103
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
21 FinAnciAL instruments (cont’d)<br />
104<br />
Accounting classifications and fair values (cont’d)<br />
Fair values versus carrying amounts (cont’d)<br />
Designated<br />
other<br />
financial<br />
liabilities<br />
within the total<br />
at fair Loans and Available- scope of carrying<br />
note value receivables for-sale Frs 39 amount Fair value<br />
Group $’000 $’000 $’000 $’000 $’000 $’000<br />
31 December 2010<br />
Cash and cash equivalents 16 – 222,286 – – 222,286 222,286<br />
Trade and other receivables* 12 – 195,595 – – 195,595 195,732<br />
Financial receivables 11 – 232,000 – – 232,000 205,664<br />
Gross amounts due from<br />
contract work 14 – 254,469 – – 254,469 254,469<br />
Available-for-sale money<br />
market instrument 10 – – 2,429 – 2,429 2,429<br />
Financial assets designated<br />
at fair value through profit<br />
or loss 12 754 – – – 754 754<br />
754 904,350 2,429 – 907,533 881,334<br />
Secured bank loans 18 – – – (43,122) (43,122) (43,122)<br />
Unsecured bank loans 18 – – – (333,356) (333,356) (333,356)<br />
Unsecured notes 18 – – – (222,788) (222,788) (232,801)<br />
Trade and other payables# 17 – – – (200,066) (200,066) (200,066)<br />
– – – (799,332) (799,332) (809,345)<br />
* Excluding derivatives (shown separately) and prepayment.<br />
# Excluding progress payments from customers and derivatives (shown separately).
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
21 FinAnciAL instruments (cont’d)<br />
Accounting classifications and fair values (cont’d)<br />
Fair values versus carrying amounts (cont’d)<br />
Other financial<br />
liabilities within<br />
total<br />
Designated Loans and the scope of carrying<br />
note at fair value receivables Frs 39 amount Fair value<br />
company $’000 $’000 $’000 $’000 $’000<br />
31 December <strong>2011</strong><br />
Cash and cash equivalents 16 – 96,407 – 96,407 96,407<br />
Trade and other receivables* 12 – 1,170,663 – 1,170,663 1,170,663<br />
Financial assets designated<br />
at fair value through<br />
profit or loss 12 514 – – 514 514<br />
514 1,267,070 – 1,267,584 1,267,584<br />
Unsecured bank loans 18 – – (120,556) (120,556) (120,556)<br />
Unsecured notes 18 – – (541,693) (541,693) (563,951)<br />
Trade and other payables# 17 – – (135,213) (135,213) (135,213)<br />
Financial liabilities designated<br />
at fair value through<br />
profit or loss 17 (354) – – (354) (354)<br />
(354) – (797,462) (797,816) (820,074)<br />
* Excluding derivatives (shown separately) and prepayment.<br />
# Excluding derivatives (shown separately).<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
105
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
21 FinAnciAL instruments (cont’d)<br />
106<br />
Accounting classifications and fair values (cont’d)<br />
Fair values versus carrying amounts (cont’d)<br />
other<br />
financial<br />
liabilities<br />
within the total<br />
Designated Loans and Available- scope of carrying<br />
note at fair value receivables for-sale Frs 39 amount Fair value<br />
company $’000 $’000 $’000 $’000 $’000 $’000<br />
31 December 2010<br />
Cash and cash equivalents 16 – 65,656 – – 65,656 65,656<br />
Trade and other receivables* 12 – 624,307 – – 624,307 624,307<br />
Available-for-sale money<br />
market instrument 10 – – 2,429 – 2,429 2,429<br />
Financial assets designated<br />
at fair value<br />
through profit or loss 12 754 – – – 754 754<br />
754 689,963 2,429 – 693,146 693,146<br />
Unsecured bank loans 18 – – – (273,418) (273,418) (273,418)<br />
Unsecured notes 18 – – – (222,788) (222,788) (232,801)<br />
Trade and other payables 17 – – – (73,480) (73,480) (73,480)<br />
– – – (569,686) (569,686) (579,699)<br />
* Excluding derivatives (shown separately) and prepayment.<br />
Interest rates used for determining fair value<br />
The interest rates used to discount estimated cash flows, when applicable, are based on the government yield curve at the<br />
reporting date plus an adequate credit spread, and are as follows:<br />
Group<br />
<strong>2011</strong> 2010<br />
Amounts due from associates (non-trade) 6.0% 6.0%<br />
Unsecured notes 3.0% 3.0%<br />
Financial receivables 2.36% - 4.45% 5.24%
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
21 FinAnciAL instruments (cont’d)<br />
Fair value hierarchy<br />
The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined<br />
as follows:<br />
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.<br />
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e.,<br />
as prices) or indirectly (i.e., derived from prices).<br />
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).<br />
Level 1 Level 2 Level 3 total<br />
$’000 $’000 $’000 $’000<br />
Group<br />
31 December <strong>2011</strong><br />
Derivatives – 151 – 151<br />
company<br />
31 December <strong>2011</strong><br />
– 151 – 151<br />
Derivatives – 160 – 160<br />
– 160 – 160<br />
Group and company<br />
31 December 2010<br />
Derivatives – 754 – 754<br />
Available-for-sale money market instrument – 2,429 – 2,429<br />
– 3,183 – 3,183<br />
22 revenue<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
Group<br />
<strong>2011</strong> 2010<br />
$’000 $’000<br />
Construction revenue 418,530 513,127<br />
Operating and maintenance income 39,001 32,816<br />
Sale of goods 15,576 17,780<br />
Finance income 6,755 3,697<br />
Finance lease income 394 378<br />
Others 1,719 1,939<br />
481,975 569,737<br />
107
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
23 FinAnce costs<br />
Group<br />
<strong>2011</strong> 2010<br />
$’000 $’000<br />
Interest expense:<br />
- bank loans 22,597 16,756<br />
- finance lease liabilities – 4<br />
22,597 16,760<br />
24 proFit BeFore income tAx<br />
108<br />
The following items have been included in arriving at profit before income tax:<br />
Group<br />
<strong>2011</strong> 2010<br />
$’000 $’000<br />
Net foreign currency exchange loss 2,123 16,355<br />
Rental income from investment property – (323)<br />
Interest income:<br />
- fixed deposits with financial institutions (775) (325)<br />
- associates (2,266) (2,800)<br />
Fair value loss/(gain) on derivative financial instruments 594 (754)<br />
Gain on sale of investment property – (1,186)<br />
Remeasurement to fair value of an associate to joint venture – (22,787)<br />
(Gain)/loss on sale of property, plant and equipment (11,899) 380<br />
Operating expenses arising from rental of investment property – 88<br />
Impairment of investments – 264<br />
Impairment of trade and other receivables 2,889 1,526<br />
Financial receivables written off 3,056 –<br />
Operating lease expense 8,884 6,023<br />
Professional fees paid to firms in which a director is member 279 3<br />
Contribution to defined contribution plans, included in staff costs 6,531 5,669<br />
Employees’ share option expense, included in staff costs 1,038 1,829<br />
Research expense 1,380 2,166<br />
Government grant under Jobs Credit Scheme – (260)<br />
Audit fees paid to:<br />
- auditors of the Company 579 522<br />
- other member firms of KPMG International 218 194<br />
- other auditors 88 89<br />
Non-audit fees paid to:<br />
- auditors of the Company 28 63<br />
- other member firms of KPMG International 49 37
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
25 tAx expense<br />
Group<br />
<strong>2011</strong> 2010<br />
$’000 $’000<br />
current tax expense<br />
Current year 11,655 11,561<br />
(Over)/under provided in prior years (3,292) 170<br />
Deferred tax expense<br />
8,363 11,731<br />
Origination and reversal of temporary differences (2,006) (314)<br />
(Over)/under provided in prior years (39) 171<br />
(2,045) (143)<br />
Tax expense 6,318 11,588<br />
Reconciliation of effective tax rate<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
Profit before income tax 62,043 100,473<br />
Income tax using Singapore tax rate of 17% 10,547 17,080<br />
Effect of different tax rates in foreign jurisdictions 998 773<br />
Tax exempt income (2,199) (2,650)<br />
Non-deductible expenses 5,558 2,388<br />
Effect of partial tax exemption and tax reliefs (5,255) (6,344)<br />
(Over)/underprovided in prior years (3,331) 341<br />
6,318 11,588<br />
A subsidiary was granted Pioneer Status in Singapore in respect of the production and sale of membrane systems. Accordingly,<br />
the subsidiary enjoys tax exemption on income arising from sale of membrane systems subject to the terms and conditions of the<br />
Pioneer Status.<br />
Another subsidiary was awarded a 7-year Development and Expansion Incentive. Qualifying income earned during this period<br />
is taxed at a concessionary rate of 5%.<br />
In accordance with the “Income Tax Law of the People’s Republic of China for Enterprises with Foreign Investment and Foreign<br />
Enterprises”, certain subsidiaries are entitled to full exemption from Enterprise Income Tax (EIT) for the first two years and a 50%<br />
reduction in EIT for the next three years, commencing from the first profitable year after offsetting all tax losses carried forward<br />
from the previous five years. A new Corporate Income Tax Law which took effect on 1 January 2008 stated that subsidiaries in the<br />
People’s Republic of China which have not utilised their five-year tax concessions under the old tax law were required to utilise<br />
their first year of tax concession commencing from 2008. In addition, one of the subsidiaries has High-Technology Status which<br />
is subject to a tax rate of 15%.<br />
Subsidiaries incorporated in the British Virgin Islands (BVI) are exempt from income taxes in BVI in accordance with local tax<br />
laws.<br />
109
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
26 eArninGs per shAre<br />
110<br />
Basic earnings per share<br />
The calculation of basic earnings per share at 31 December <strong>2011</strong> was based on the profit attributable to ordinary shareholders<br />
of $37,027,000 (2010: $88,510,000), and a weighted average number of ordinary shares outstanding of 860,219,000 (2010:<br />
841,682,000), calculated as follows:<br />
Profit attributable to ordinary shareholders<br />
Group<br />
<strong>2011</strong> 2010<br />
$’000 $’000<br />
Profit for the year 53,027 88,510<br />
Dividends on CPS (16,000) –<br />
Profit attributable to ordinary shareholders 37,027 88,510<br />
Weighted average number of ordinary shares<br />
Group<br />
note <strong>2011</strong> 2010<br />
’000 ’000<br />
Issued ordinary shares at 1 January 19 857,931 528,365<br />
Effect of own shares held (345) –<br />
Effects of share options and warrants exercised 2,633 32,756<br />
Effect of bonus issue – 280,561<br />
Weighted average number of ordinary shares at 31 December 860,219 841,682<br />
Diluted earnings per share<br />
The calculation of diluted earnings per share at 31 December <strong>2011</strong> was based on profit attributable to ordinary shareholders<br />
of $37,027,000 (2010: $88,510,000), and a weighted average number of ordinary shares outstanding after adjustment for the<br />
effects of all dilutive potential ordinary shares of 865,451,000 (2010: 865,351,000), calculated as follows:<br />
Weighted average number of ordinary shares (diluted)<br />
Group<br />
<strong>2011</strong> 2010<br />
’000 ’000<br />
Weighted average number of ordinary shares (basic) 860,219 841,682<br />
Effect of share options on issue 5,232 23,669<br />
Weighted average number of ordinary shares (diluted) at 31 December 865,451 865,351<br />
The average market value of the Company’s shares for purposes of calculating the dilutive effect of share options was based on<br />
quoted market prices for the period during which the options were outstanding.
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
27 seGment reportinG<br />
(a) operating segments<br />
The Group has two reportable segments, as described below, which are the Group’s strategic business units. The<br />
strategic business units offer different products and services, and are managed separately because they require different<br />
technology and marketing strategies. For each of the strategic business units, the Group’s CEO (the chief operating<br />
decision maker) reviews internal management reports on at least a quarterly basis. The following summary describes the<br />
operations in each of the Group’s reportable segments:<br />
• Municipal. Supplier of comprehensive range of innovative water and fluid treatment solutions to municipalities<br />
and governments, including commissioning, operation and maintenance of a wide range of water treatment and<br />
liquid separation plants on a turnkey or Design-Build-Own-Operate-Transfer arrangements.<br />
• Industrial. Liquid separation applications for the manufacturing sector such as the pharmaceutical, biotechnology,<br />
food processing and petrochemical oil-related industries.<br />
Other operations include emerging segments such as the renewable resources management business. None of these<br />
segments meets any of the quantitative thresholds for determining reportable segments in <strong>2011</strong> or 2010.<br />
Information regarding the results of each reportable segment is included below. Performance is measured based on<br />
segment profit before income tax, as included in the internal management reports that are reviewed by the Group’s CEO.<br />
Segment profit is used to measure performance as management believes that such information is the most relevant in<br />
evaluating the results of certain segments relative to other entities that operate within these industries. Inter-segment<br />
pricing is determined on an arm’s length basis.<br />
(b) Geographical segments<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
The Group operates in 3 principal geographical areas: Singapore & Others, China and Middle East & North Africa. In<br />
presenting information on the basis of geographical segments, segment revenue is based on the geographical location of<br />
customers. Segment assets are based on the geographical location of the assets.<br />
111
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
27 seGment reportinG (cont’d)<br />
112<br />
Information about reportable segments<br />
municipal industrial All other segments total<br />
<strong>2011</strong> 2010 <strong>2011</strong> 2010 <strong>2011</strong> 2010 <strong>2011</strong> 2010<br />
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000<br />
External revenues 417,816 511,180 58,784 55,144 5,375 3,413 481,975 569,737<br />
Inter-segment revenue 115,225 25,593 2,839 (3,906) 703 (938) 118,767 20,749<br />
Interest income 203 – 1,322 1,203 8 175 1,533 1,378<br />
Interest expense (11,734) (3,783) (3) (16) (3) 115 (11,740) (3,684)<br />
Depreciation, amortisation<br />
and impairment (7,778) (3,378) (16,315) (14,967) (387) (2,593) (24,480) (20,938)<br />
<strong>Report</strong>able segment profit/<br />
(loss) before income tax 93,972 132,687 (12,800) (11,355) 2,660 (3,178) 83,832 118,154<br />
Share of profit/(loss) of<br />
associates, net of income tax 287 1,774 (1,145) (1,103) 2,084 1,288 1,226 1,959<br />
Tax (expenses)/income (6,160) (6,107) (450) (2,493) 292 (2,988) (6,318) (11,588)<br />
Operating lease expenses (6,713) (5,293) (493) (649) (1,678) (81) (8,884) (6,023)<br />
Contribution to defined<br />
contribution plan, included in<br />
staff cost (5,099) (4,251) (1,316) (1,318) (116) (100) (6,531) (5,669)<br />
<strong>Report</strong>able segment assets 1,418,559 900,623 214,036 249,208 86,088 14,015 1,718,683 1,163,846<br />
Investments in associates 99,111 66,549 2,550 3,445 7,226 5,038 108,887 75,032<br />
Capital expenditure 12,419 125,171 601 2,673 260 318 13,280 128,162<br />
<strong>Report</strong>able segment liabilities 353,344 261,439 25,683 23,778 55,623 63,771 434,650 348,988
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
27 seGment reportinG (cont’d)<br />
Reconciliations of reportable segment revenues, profit or loss, assets and liabilities and other material items<br />
<strong>2011</strong> 2010<br />
$’000 $’000<br />
revenues<br />
Total revenue for reportable segments 476,600 566,324<br />
Other revenue 5,375 3,413<br />
Consolidated revenue 481,975 569,737<br />
Profit or loss<br />
Total profit or loss for reportable segments 81,172 121,332<br />
Other profit or loss 2,660 (3,178)<br />
83,832 118,154<br />
Unallocated amounts:<br />
- Other corporate expenses (23,015) (19,640)<br />
Share of profit of associates, net of income tax 1,226 1,959<br />
Consolidated profit before income tax 62,043 100,473<br />
Assets<br />
Total assets for reportable segments 1,632,595 1,149,831<br />
Other assets 86,088 14,015<br />
Investments in associates 108,887 75,032<br />
Other unallocated amounts 204,895 120,824<br />
Consolidated total assets 2,032,465 1,359,702<br />
Liabilities<br />
Total liabilities for reportable segments 379,027 285,217<br />
Other liabilities 55,623 63,771<br />
Other unallocated amounts 662,248 496,207<br />
Consolidated total liabilities 1,096,898 845,195<br />
Other material items in <strong>2011</strong><br />
reportable<br />
segment<br />
totals Adjustments<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
consolidated<br />
totals<br />
$’000 $’000 $’000<br />
Interest income 1,525 1,516 * 3,041<br />
Interest expense (11,737) (10,860) * (22,597)<br />
Capital expenditure 13,020 45,440 ^ 58,460<br />
Depreciation, amortisation and impairment (24,093) (12,544) ^ (36,637)<br />
113
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
27 seGment reportinG (cont’d)<br />
114<br />
Other material items in 2010<br />
reportable<br />
segment<br />
totals Adjustments<br />
consolidated<br />
totals<br />
$’000 $’000 $’000<br />
Interest income 1,203 1,922 * 3,125<br />
Interest expense (3,799) (12,961) * (16,760)<br />
Capital expenditure 127,844 21,408 ^ 149,252<br />
Depreciation, amortisation and impairment (18,345) (9,156) ^ (27,501)<br />
* This represents interest income and interest expense that are not allocated to segments, as this activity is driven by<br />
Group Treasury, which manages the cash position of the Group.<br />
^ This represents capital expenditure and its related depreciation, amortisation and impairment incurred as a result of the<br />
overall business strategy adopted by the Group. The allocation of these resources to the various reportable segments<br />
cannot be determined.<br />
Geographical information<br />
31 December <strong>2011</strong><br />
revenues<br />
non-current<br />
assets<br />
$’000 $’000<br />
Middle East & North Africa 114,410 99,504<br />
People’s Republic of China 140,716 529,612<br />
Singapore & Others 226,849 303,856<br />
481,975 932,972<br />
31 December 2010<br />
revenues<br />
non-current<br />
assets<br />
$’000 $’000<br />
Middle East & North Africa 343,810 60,247<br />
People’s Republic of China 150,797 488,263<br />
Singapore & Others 75,130 117,498<br />
569,737 666,008
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
28 Acquisitions oF A Joint venture AnD non-controLLinG interests<br />
Business combination for the year ended 31 December 2010<br />
In December 2010, the Group acquired additional 18.3% interest in <strong>Hyflux</strong> Water Trust (HWT), increasing its ownership from<br />
31.7% to 50%. The investment was reclassified from an associate to a joint venture subsequent to the additional investment.<br />
The acquisition had the following effect on the Group’s assets and liabilities on acquisition date:<br />
preacquisition<br />
carrying<br />
amounts<br />
Fair value<br />
adjustments<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
recognised<br />
values on<br />
acquisition<br />
$’000 $’000 $’000<br />
Property, plant and equipment 7,270 – 7,270<br />
Intangible assets 69,602 23,293 92,895<br />
Financial receivables 78,895 – 78,895<br />
Deferred tax assets 445 324 769<br />
Cash and cash equivalents 15,582 – 15,582<br />
Trade and other receivables 8,921 – 8,921<br />
Trade and other payables (24,918) – (24,918)<br />
Tax payable (366) – (366)<br />
Loans and borrowings (43,122) – (43,122)<br />
Deferred tax liabilities (9,522) (8,534) (18,056)<br />
102,787 15,083 117,870<br />
Fair value of the Group’s existing interest of 31.7% on acquisition date (74,701)<br />
Goodwill on acquisition 8,118<br />
Cash consideration not yet paid (8,493)<br />
Consideration paid, satisfied in cash 42,794<br />
Cash acquired (15,582)<br />
Net cash outflow 27,212<br />
Pre-acquisition carrying amounts were determined based on applicable FRS immediately before the acquisition. The values of<br />
assets and liabilities recognised on acquisition are their estimated fair values.<br />
The gain arising from the remeasurement to fair value of the Group’s existing interest in the associate represents the realisation<br />
of revenue from previous sales of plants under service concession arrangements previously not recognised as construction<br />
revenue under the service concession arrangements. As such, the gain had been recorded as part of revenue, consistent with<br />
the Group’s accounting policy at note 3.13.<br />
The goodwill recognised on the acquisition is attributable mainly to the future profitability and synergies related to customers’<br />
contracts portfolio.<br />
115
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
28 Acquisitions oF A Joint venture AnD non-controLLinG interests (cont’d)<br />
If the acquisition had occurred on 1 January 2010, management estimates that consolidated revenue would have been<br />
$587,237,000 and consolidated profit for the year would have been $89,580,000. In determining these amounts, management<br />
has assumed that the fair value adjustments that arose on the date of acquisition would have been the same if the acquisition<br />
had occurred on 1 January 2010.<br />
Acquisition of non-controlling interest<br />
In February 2010, the Group acquired an additional 12% interest in Lube Oil Re-refining Co., LLC (Lubrec), increasing its<br />
ownership from 83% to 95%.<br />
In October 2010, the Group acquired an additional 49% interest in Sinolac (Singapore) Pte. <strong>Ltd</strong>. (Sinolac), increasing its ownership<br />
from 51% to 100%.<br />
The following summarises the effect of changes in the Company’s ownership interests in Lubrec and Sinolac:<br />
Lubrec sinolac<br />
$’000 $’000<br />
Company’s ownership at beginning of the year 12,520 15,318<br />
Effect of increase in Company’s ownership interest 1,735 13,662<br />
Share of comprehensive income (4,025) (1,646)<br />
Company’s ownership at the end of the year 10,230 27,334<br />
29 DeterminAtion oF FAir vALues<br />
116<br />
A number of the Group’s accounting policies and disclosures require the determination of fair value, for both financial and<br />
non-financial assets and liabilities. Fair values have been determined for measurement and disclosure purposes based on the<br />
following methods. When applicable, further information about the assumptions made in determining fair values is disclosed in<br />
the notes specific to that asset or liability.<br />
Property, plant and equipment<br />
The fair value of property, plant and equipment recognised as a result of a business combination is based on market values.<br />
The market value of property is the estimated amount for which a property could be exchanged on the date of valuation between<br />
a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted<br />
knowledgeably and willingly.<br />
Intangible assets<br />
The fair value of intangible assets received as consideration for providing construction services in a service concession<br />
arrangement is estimated by reference to the fair value of the construction services provided. The fair value of the construction<br />
services provided is calculated as the estimated total cost plus a profit margin which the Group considers as a reasonable<br />
margin. When the Group receives an intangible asset and a financial asset as consideration for providing construction services<br />
in a service concession arrangement, the Group estimates the fair value of intangible assets as the difference between the fair<br />
value of the construction services provided and the fair value of the financial asset received.<br />
The fair value of other intangible assets is based on the discounted cash flows expected to be derived from the use and eventual<br />
sale of the assets.
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
29 DeterminAtion oF FAir vALues (cont’d)<br />
Trade and other receivables<br />
The fair value of trade and other receivables, including service concession receivables, is estimated as the present value of future<br />
cash flows, discounted at the market rate of interest at the reporting date.<br />
Non-derivative financial liabilities<br />
Fair value, which is determined for disclosure purposes, is calculated based on the present value of future principal and interest<br />
cash flows, discounted at the market rate of interest at the reporting date. For finance leases, the market rate of interest is<br />
determined by reference to similar lease agreements.<br />
Derivatives<br />
The fair value of forward exchange contracts is based on their quoted price, if available. If a quoted price is not available, then<br />
fair value is estimated by discounting the difference between the contractual forward price and the current forward price for the<br />
residual maturity of the contract using a credit-adjusted risk-free interest rate (based on government bonds).<br />
Intra-group financial guarantees<br />
The value of financial guarantees provided by the Company to its subsidiaries is determined by reference to the difference in the<br />
interest rates, by comparing the actual rates charged by the bank with these guarantees made available, with the estimated rates<br />
that the banks would have charged had these guarantees not been made available.<br />
Share-based payment transactions<br />
The fair value of the employees’ share options is measured using the Black-Scholes standard option valuation model.<br />
Measurement inputs include share price on measurement date, exercise price of the instrument, expected volatility (based<br />
on weighted average historic volatility adjusted for changes expected due to publicly available information), weighted average<br />
expected life of the instruments (based on historical experience and general option holder behaviour), expected dividends, and<br />
the risk-free interest rate (based on government bonds). Service and non-market performance conditions attached to the grants<br />
are not taken into account in determining the fair value of the options.<br />
30 FinAnciAL risK mAnAGement<br />
The Group has exposure to the following risks from its use of financial instruments:<br />
• credit risk<br />
• liquidity risk<br />
• market risk<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
This note presents information about the Group’s exposure to each of the above risks, the Group’s objectives, policies and<br />
processes for measuring and managing risk, and the Group’s management of capital. Further quantitative disclosures are<br />
included throughout these financial statements.<br />
117
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
30 FinAnciAL risK mAnAGement (cont’d)<br />
118<br />
Risk management framework<br />
The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework.<br />
The Board has established the Risk Management Committee, which is responsible for developing and monitoring the Group’s<br />
risk management policies. The committee reports regularly to the Board of Directors on its activities.<br />
The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk<br />
limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly<br />
to reflect changes in market conditions and the Group’s activities.<br />
The Group Audit Committee oversees how management monitors compliance with the Group’s risk management policies and<br />
procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The Group<br />
Audit Committee is assisted in its oversight role by Internal Audit. Internal Audit undertakes regular reviews of risk management<br />
controls and procedures, the results of which are reported to the Audit Committee.<br />
Credit risk<br />
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its<br />
contractual obligations, and arises principally from the Group’s receivables from customers.<br />
Loan and other receivables<br />
The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management<br />
also considers the demographics of the Group’s customer base, including the default risk of the industry and country in which<br />
customers operate, as these factors may have an influence on credit risk.<br />
The Group has a credit policy in place which establishes credit limits for all customers and monitors their balances on an ongoing<br />
basis.<br />
The Group establishes an allowance for impairment that represents its estimate of incurred losses in respect of loan and other<br />
receivables. The main components of this allowance are a specific loss component that relates to individually significant<br />
exposures, and a collective loss component established for groups of similar assets in respect of losses that have been incurred<br />
but not yet identified. The collective loss allowance is determined based on historical data of payment statistics for similar<br />
financial assets.<br />
Guarantees<br />
The Group’s policy is to provide financial guarantees only to subsidiaries and joint ventures.<br />
Liquidity risk<br />
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities<br />
that are settled by delivering cash or another financial asset. The Group’s approach to managing liquidity is to ensure, as far as<br />
possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions,<br />
without incurring unacceptable losses or risking damage to the Group’s reputation.
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
30 FinAnciAL risK mAnAGement (cont’d)<br />
Typically the Group ensures that it has sufficient cash on demand to meet expected operational expenses, including the servicing<br />
of financial obligations; this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as<br />
natural disasters. In addition, the Group maintains lines of credit that can be drawn down to meet short-term financing needs.<br />
Market risk<br />
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect<br />
the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage<br />
and control market risk exposures within acceptable parameters, while optimising the return.<br />
The Group buys and sells derivatives, and also incurs financial liabilities, in order to manage market risks. All such transactions<br />
are carried out within the guidelines set by the Risk Management Committee. Generally the Group seeks to apply hedge<br />
accounting in order to manage volatility in profit or loss.<br />
Capital management<br />
The primary objective of the Group’s capital management is to support the Group’s growth strategy and maximise shareholder<br />
value with the optimal capital structure.<br />
The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or<br />
adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue<br />
new shares.<br />
The Group monitors capital using a gearing ratio, which is net debt divided by total capital. The Group includes within net debt,<br />
loans and borrowings, less cash and cash equivalents. Total equity of the Group represents capital for the Group.<br />
Group<br />
<strong>2011</strong> 2010<br />
$’000 $’000<br />
Loans and borrowings 830,422 599,266<br />
Less: Cash and cash equivalents (662,358) (222,286)<br />
Net debt 168,064 376,980<br />
Total equity 935,567 514,507<br />
Gearing ratio 18% 73%<br />
From time to time, the Group purchases its own shares on the market pursuant to the Shares Purchase Mandate (the Mandate)<br />
obtained at the <strong>Annual</strong> General Meeting on 27 April <strong>2011</strong>. The Mandate is subject to renewal annually by Shareholders at the<br />
<strong>Annual</strong> General Meeting.<br />
There were no changes in the Group’s approach to capital management during the year.<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
119
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
30 FinAnciAL risK mAnAGement (cont’d)<br />
The Group and its subsidiaries are not subject to externally imposed capital requirements other than the following:<br />
(i) Certain subsidiaries of the Group are required by the Foreign Enterprise Law of the People’s Republic of China (PRC) to<br />
contribute to and maintain a non-distributable Statutory Reserve Fund (SRF) whose utilisation is subject to approval by<br />
the relevant PRC authorities (see note 19).<br />
(ii) The Company is required under a financial covenant clause to maintain a consolidated total tangible net worth for the<br />
Group of not less than $160 million.<br />
These externally imposed capital requirements have been complied with by the Company and the relevant subsidiaries for the<br />
financial year ended 31 December <strong>2011</strong>.<br />
31 operAtinG LeAses<br />
Leases as lessee<br />
Non-cancellable operating lease rentals are payable as follows:<br />
Group<br />
<strong>2011</strong> 2010<br />
$’000 $’000<br />
Within one year 9,984 4,340<br />
Between one and five years 38,635 16,579<br />
More than five years 49,474 59,677<br />
98,093 80,596<br />
The Group has various operating lease agreements for site equipment, membrane production facilities, office equipment, offices<br />
and rental of land. Most leases contain renewable options and some leases contain escalation clauses. The lease terms<br />
typically do not contain restrictions on the Group’s activities concerning dividends, additional debt or further leasing.<br />
32 cApitAL commitments<br />
(i) At 31 December <strong>2011</strong>, the Group has outstanding commitments in respect of uncalled capital of approximately<br />
US$5,100,000 (2010: US$33,300,000) in an associate.<br />
(ii) At 31 December <strong>2011</strong>, the Group has outstanding capital commitments of $23,988,000 (2010: $49,462,000).<br />
33 continGencies<br />
120<br />
On 28 July <strong>2011</strong>, a fire broke out at the Magtaa desalination plant in Algeria which destroyed the warehouse which contained<br />
certain equipment to be installed for the project. As these equipment have to be re-purchased, the project completion is expected<br />
to be delayed till September 2012 and the Group has claimed for an extension of the contractual completion date with the project<br />
owners. Foul play has been ruled out by the local Algerian authorities. Taking into consideration the circumstances which caused<br />
the delay and the project is covered by a comprehensive construction all risk insurance policy, the Group is confident that an<br />
extension of time for the completion of the project will be obtained and no contingent liabilities have been recognised.
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
33 continGencies (cont’D)<br />
In another project which was completed and handed over in <strong>2011</strong>, the Group has potential contingencies arising from the delayed<br />
completion of the construction of a plant in its capacity as the Engineering, Procurement and Construction (EPC) contractor.<br />
However, the Group in its capacity as the EPC contractor has claimed for an extension of time as it had been prevented by the<br />
project owner from commencing testing and commissioning works sooner than it was eventually allowed to do so. Furthermore,<br />
the Group, in its capacity as the Operation and Maintenance contractor, has a claim against the project owner for unpaid<br />
mobilisation fees that it is contractually entitled to. As at 31 December <strong>2011</strong>, the Group is still in negotiation with the project owner<br />
and currently, no contingent liabilities or assets have been recognised.<br />
In a separate design and supply of a seawater desalination facility, the customer has claimed for delay liquidated damages.<br />
However, the Group, in its capacity as the water technology provider for the project, has, in turn, claimed for an extension of the<br />
completion deadline as well as prolongation costs on the basis that the customer, who is responsible for the civil and structural<br />
works for the project, was late in its deliverables thereby obstructing the timely completion of project. As at 31 December <strong>2011</strong>,<br />
the Group is still in negotiation with the customer and currently, no contingent liabilities or assets have been recognised.<br />
The Company has given formal undertakings to provide financial support to certain subsidiaries with deficit in shareholders’<br />
equity for at least the next twelve months from the end of the reporting period.<br />
34 reLAteD pArties<br />
Transactions with key management personnel<br />
Key management personnel<br />
Key management personnel of the Group are those persons having the authority and responsibility for planning, directing and<br />
controlling the activities of the Group. The directors and management committee of the Company and the Group are considered<br />
as key management personnel of the Company and the Group.<br />
Key management personnel compensation comprised:<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
Group<br />
<strong>2011</strong> 2010<br />
$’000 $’000<br />
Directors’ fees 541 490<br />
Short-term employee benefits 4,589 4,678<br />
Share-based payments 692 761<br />
5,822 5,929<br />
Comprise amounts paid/payable to:<br />
- Directors of the Company 2,324 2,277<br />
- Other key management personnel 3,498 3,652<br />
5,822 5,929<br />
The directors of the Company also participate in the <strong>Hyflux</strong> Employees’ Share Option Scheme. Details of options granted to the<br />
directors under the Scheme are described in note 20.<br />
121
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
34 reLAteD pArties (cont’d)<br />
Other related party transactions<br />
Other than as disclosed elsewhere in the financial statements, transactions carried out in the normal course of business on terms<br />
agreed with related parties are as follows:<br />
Group<br />
transaction value for<br />
the year ended<br />
31 December<br />
Balance outstanding<br />
as at 31 December<br />
<strong>2011</strong> 2010 <strong>2011</strong> 2010<br />
$’000 $’000 $’000 $’000<br />
Director<br />
Acquisition of non-controlling interest – 774 – –<br />
Joint venture<br />
Revenue from construction contracts 50,168 9,185 25,470 133<br />
Revenue from maintenance contracts 4,919 504 3,458 652<br />
Rental income 170 36 155 48<br />
Associates<br />
Revenue from construction contracts 74,751 293,754 84,391 60,962<br />
Revenue from maintenance contracts 18,991 30,594 2,159 11,631<br />
Management fee income – 883 – 366<br />
35 suBsequent events<br />
122<br />
On 28 February 2012, the Company announced that it has been served with an Arbitration Notice (the Notice) by the China<br />
International Economic and Trade Arbitration Commission. The Notice relates to an arbitration (Arbitration) commenced by an<br />
associate, Ningxia Hypow Bio-Technology Co., <strong>Ltd</strong> (the Claimant) claiming for an amount up to RMB436 million for certain nonwater<br />
industrial project works carried out by the subsidiaries of the Group for the Claimant.<br />
The Company has provided a corporate guarantee for such works done by its subsidiaries. The Group believes the allegations<br />
made by the Claimant are without merit and will defend all claims vigorously. The Company also intends to file substantive<br />
counterclaims against the Claimant and the PRC shareholders of the Claimant. The outcome of the arbitration is uncertain.<br />
On 5 March 2012, the Company granted 7,305,000 share options pursuant to the <strong>Hyflux</strong> Employees’ Share Option Scheme <strong>2011</strong><br />
at an exercise price of $1.469 per share. The validity period of options granted is from 5 March 2012 to 4 March 2022.<br />
On 22 March 2012, the Company announced that it has through its wholly-owned subsidiary, <strong>Hyflux</strong> Utility (India) Pte <strong>Ltd</strong>,<br />
together with its Japanese partners, Hitachi <strong>Ltd</strong> and Itochu Corporation signed a co-developer agreement for the development of<br />
a seawater desalination plant with a designed capacity of 336,000m 3 per day to be located in the Dahej Special Economic Zone<br />
in the State of Gujarat, India.<br />
As at the date of this report and subsequent to year-end, pursuant to the Shares Purchase Mandate obtained at the <strong>Annual</strong><br />
General Meeting on 27 April <strong>2011</strong>, the Company had purchased by way of market acquisition an aggregate of 11,094,000<br />
ordinary shares in the capital of the Company, which are held as treasury shares. The total consideration inclusive of brokerage<br />
and clearing fees paid for the purchases was S$16 million. The highest price paid for the purchases was S$1.50 per share and<br />
the lowest price paid was S$1.19 per share.
CORPORATE GOVERNANCE STATEMENT<br />
introDuction<br />
<strong>Hyflux</strong> continues to place great importance on the governance of the Company and its subsidiaries, which it believes is vital to its<br />
well being and success. <strong>Hyflux</strong> is committed to best practice corporate governance and processes that will enhance the Group’s<br />
effectiveness, ensure the appropriate degree of accountability and transparency and an increase in long term value and return to<br />
shareholders.<br />
The Group subscribes to the Code of Corporate Governance 2005 (“code”) and believes that this forms a sound platform for supporting<br />
good corporate governance practices.<br />
This statement outlines the main corporate governance practices of the Group with specific reference made to the principles and<br />
guidelines of the Code, forming part of the Continuing Obligations set out in the Singapore Exchange Securities Trading Limited’s Listing<br />
Manual.<br />
<strong>Hyflux</strong> will continue to review and refine its practices especially in light of the Audit Committee Guidance Committee guidebook, and<br />
other standards of best practice that develop in the market, consistent with the needs and the circumstances of the Group.<br />
In developing the appropriate corporate governance practices, the Group takes into account all applicable legislation and recognised<br />
standards. <strong>Hyflux</strong> is committed to instilling and maintaining good corporate governance at all times.<br />
The Board is pleased to report that throughout the reporting period for the financial year ended 31 December <strong>2011</strong>, <strong>Hyflux</strong> complied with<br />
the Code’s principles and guidelines.<br />
BoArD mAtters<br />
BOARD’S CONDUCT OF ITS AFFAIRS:<br />
Principle 1: Effective Board to lead and control the Company<br />
role of the Board<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
The primary role of the Board is to protect and enhance long-term shareholders value and on ensuring that the Company is run in<br />
accordance with best international management and corporate governance practices, appropriate to the needs and development of the<br />
Company.<br />
The Board is responsible for general oversight of the Company’s activities and performance and for setting the Company’s overall<br />
strategic direction. It provides leadership and guidance on corporate strategy, business directions, risk policy and implementation of<br />
corporate objectives, thereby taking responsibility for the overall corporate governance of the Group.<br />
In delegating responsibility for the day-to-day operation and leadership of the Company to the Executive Director and Chief Executive<br />
Officer and the Management team, the Board has processes and systems in place to ensure that significant issues, risks and major<br />
strategic decisions are monitored and considered at Board level.<br />
To assist in the execution of its responsibilities, the Board has established several Board Committees namely; Audit Committee,<br />
Nominating Committee, Remuneration Committee and Risk Management Committee. These Committees function within clearly defined<br />
terms of reference, which are reviewed on a regular basis.<br />
Matters which are specifically reserved to the full Board for decision are those involving material acquisitions, disposal of assets,<br />
corporate or financial restructuring, share issuances, dividends and other returns to shareholders, conflict of interest for substantial<br />
shareholder or Director, as well as interested person transactions.<br />
The schedules of all the Board and Board Committee meetings for the calendar year are given to all directors well in advance. The Board<br />
may convene additional meetings to address any specific significant matters that may arise from time to time.<br />
The Articles of Association of the Company provide for directors to conduct meeting by teleconferencing or videoconferencing. The<br />
Board and Board Committees may also make decisions by way of circulating resolutions.<br />
123
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
CORPORATE GOVERNANCE STATEMENT (CONT’D)<br />
The Board held five meetings in the <strong>2011</strong> financial year. A summary of attendance by Directors at Board and Committee Meetings for<br />
the financial year ended 31 December <strong>2011</strong> is as follows:<br />
Board of<br />
Audit<br />
nominating<br />
remuneration risk management<br />
Directors<br />
committee<br />
committee<br />
committee<br />
committee<br />
no. of no. of no. of no. of no. of no. of no. of no. of no. of no. of<br />
meetings meetings meetings meetings meetings meetings meetings meetings meetings meetings<br />
Name<br />
held Attended held Attended held Attended held Attended held Attended<br />
Olivia Lum Ooi Lin 5 5 4 4* 2 2 2 2* 5 5*<br />
Teo Kiang Kok 5 5 2 2 2 2 1 1 5 4<br />
Lee Joo Hai 5 5 4 4 NA NA 2 2 5 4<br />
Gay Chee Cheong<br />
Christopher<br />
5 5 4 4 2 2 2 2 NA NA<br />
Murugasu<br />
Rajsekar<br />
5 5 NA NA 1 1 2 2 3 3<br />
Kuppuswami Mitta 5 4 2 1 NA NA NA NA 5 5<br />
Simon Tay¹ 4 3 NA NA NA NA NA NA 3 3<br />
Gary Kee Eng Kwee¹ 4 4 2 2 NA NA NA NA NA NA<br />
Legend:<br />
¹ Mr Simon Tay and Mr Gary Kee Eng Kwee were appointed to the Board on 3 May <strong>2011</strong>.<br />
* Attendance by invitation<br />
NA Not Applicable<br />
The Company has adopted a set of Policy on Signing Limits, setting out the level of authorization required for specific transactions,<br />
including those that require Board approval.<br />
Newly appointed Directors are provided with a training and induction programme, so as to familiarise them with the Company’s business<br />
activities, strategic directions, policies and key new projects. In addition, newly appointed directors are also introduced to the senior<br />
management team.<br />
Directors are updated from time to time on changes in relevant laws and regulations; industry developments and business initiatives;<br />
and analyst and media commentaries on matters related to the Company and water industry.<br />
BoArD composition AnD GuiDAnce<br />
Principle 2: Strong and independent element on the Board<br />
The eight members’ board of the Company in office as at the date of this report is set out as follows:<br />
Audit nominating remuneration risk management<br />
name Board<br />
committee committee committee committee<br />
Olivia Lum Ooi Lin Executive Chairman Member<br />
Teo Kiang Kok Lead<br />
Independent Director<br />
Chairman Member Member<br />
Lee Joo Hai Non-Executive<br />
Independent Director<br />
Chairman Member Member<br />
Gay Chee Cheong Non-Executive<br />
Independent Director<br />
Member Member Chairman<br />
Christopher Murugasu Non-Executive<br />
Independent Director<br />
Member Member<br />
Rajsekar Kuppuswami Mitta Non-Executive<br />
Independent Director<br />
Member Chairman<br />
Simon Tay Non-Executive<br />
Independent Director<br />
Member<br />
Gary Kee Eng Kwee Non-Executive<br />
Non-Independent Director<br />
Member<br />
124
CORPORATE GOVERNANCE STATEMENT (CONT’D)<br />
The Board considers an independent Director as one who has no relationship with the Company, its related companies or its officers<br />
that could interfere or be reasonably perceived to interfere, with the exercise of the Director’s independent business judgment acting in<br />
the interest of the Company.<br />
While all the Directors have equal responsibilities for the performance of the Group, Non-Executive members of the Board exercise<br />
no management function in the Company or any of its subsidiaries. The role of Non-Executive Directors is primarily to ensure that the<br />
strategies proposed by the Management are fully discussed, vigorously examined, taking into consideration the long term interest of the<br />
shareholders, employees, customers, suppliers and the communities in which the Group conducts its business.<br />
The Board believes the composition of the Board requires consideration of a number of factors, including the mix in skills, abilities and<br />
expertise, the mix in the length of time Directors have had on the Board, as well as experience on other boards. The general policy of<br />
the Company is to seek to have the Board comprised of at least half independent Directors.<br />
The Board is of the view that there is a strong and independent element on the Board in that all Directors, other than Ms Olivia Lum Ooi<br />
Lin and Mr Gary Kee Eng Kwee, are Independent Directors. The present Board size and number of Board Committees facilitate effective<br />
decision making and is appropriate for the nature and scope of the Group’s business and operations.<br />
The Board consists of respected business leaders and professionals whose collective core competencies and experience are extensive,<br />
diverse and relevant to the Group. The names, qualifications and relevant skills, experience and expertise of the Directors can be found<br />
on pages 12 to 14 of this report. As evidenced by this information, the Directors bring to the Board a broad range of experience and<br />
expertise.<br />
Where necessary, the Company arranges informal meeting sessions for independent directors to meet without the presence of the<br />
Management.<br />
chAirmAn AnD chieF executive oFFicer<br />
Principle 3: Clear division of responsibilities at the top of the Company<br />
Responsibilities for various functions and departments in the Group are well defined. The Board is of the opinion that the process of<br />
decision making by the Board has been independent, based on collective decisions without any individual exercising any considerable<br />
concentration of power or influence.<br />
On 22 February 2012, Ms Olivia Lum was re-designated as Executive Chairman and Mr Teo Kiang Kok was appointed as Lead<br />
Independent Director. Following the appointment of Mr Teo, the independence of the Board has now been further ensured and<br />
strengthened.<br />
BoArD memBership<br />
Principle 4: Formal and transparent process for appointment of new directors to the Board<br />
The Nominating Committee (“nc”) has been tasked by the Board to identify, select and recommend individuals with the appropriate<br />
skills, expertise and experience for appointment, thereby ensuring a balanced and effective Board at all times.<br />
The NC comprises of four Directors:<br />
Mr Teo Kiang Kok (Chairman)<br />
Mr Gay Chee Cheong<br />
Ms Olivia Lum Ooi Lin<br />
Mr Christopher Murugasu<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
125
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
CORPORATE GOVERNANCE STATEMENT (CONT’D)<br />
The primary function and duties of the NC are outlined as follows:<br />
1. to make recommendations to the Board on all Board appointments and re-nomination having regard to the Director’s contribution<br />
and performance (e.g. attendance, preparedness, participation, candour, and any other salient factors);<br />
2. to ensure that all Directors would be required to submit themselves for re-nomination and re-election at regular intervals and at<br />
least once in every three years;<br />
3. to determine annually whether a Director is independent, in accordance with the independence guidelines in the Code;<br />
4. to review whether a Director is able to and has adequately carried out his duties as a Director of the Company in particular where<br />
the Director concerned has multiple board representations; and<br />
5. to consider how the Board’s performance may be evaluated and to propose objective performance criteria.<br />
The NC conducts an annual review of Directors’ independence and based on the Code’s criteria for independence, the NC is of the<br />
view in respect of the financial year ended 31 December <strong>2011</strong>, Mr Teo Kiang Kok, Mr Lee Joo Hai, Mr Gay Chee Cheong, Mr. Rajsekar<br />
Kuppuswami Mitta, Mr Christopher Murugasu and Mr Simon Tay are deemed independent.<br />
The NC has recommended the nomination of Directors retiring by rotation under the Company’s Articles of Association:<br />
1. pursuant to Article 88 : Mr Simon Tay and Mr Gary Kee Eng Kwee<br />
2. pursuant to Articles 89 : Mr Teo Kiang Kok and Mr Christopher Murugasu<br />
In reviewing the nomination of the retiring directors, the NC considered the performance and contribution of each of the retiring directors,<br />
having regards not only to their attendance and participation at Board and Board Committee meetings but also the time and efforts<br />
devoted to the Group’s business and affairs.<br />
BoArD perFormAnce<br />
Principle 5: Formal assessment of the effectiveness of the Board and contributions by each Director.<br />
The Code recommends that the NC be responsible for assessing the Board as a whole and the individual Directors’ contribution. The<br />
NC believes that it is more appropriate and effective to assess the Board as a whole, bearing in mind that each member of the Board<br />
contributes in different ways to the success of the Group.<br />
The NC in conducting the evaluation and appraisal process focuses on a set of performance criteria which includes the evaluation of<br />
the size and composition of the Board, the Board’s access to information, Board processes and accountability, Board performance in<br />
relation to discharging its principal responsibilities and the Directors’ standards of conduct.<br />
The Board is of the view that the financial indicators, as set out in the Code as a guide for the evaluation of the Board and its Directors,<br />
may not be appropriate as they are more relevant as a form of measurement of the Management’s performance. The NC conducted a<br />
Board performance evaluation to assess the effectiveness of the Board throughout the financial year ended 31 December <strong>2011</strong> and is<br />
satisfied that sufficient effort, time and attention has been given by the Directors to the affairs of the Group.<br />
Access to inFormAtion<br />
Principle 6: Board members to have complete, adequate and timely information<br />
The Board has separate and independent access to senior Management of the Group, the Company Secretary and the external auditors<br />
at all times. The Directors also have unrestricted access to the Company’s records and information, all minutes of meetings held by the<br />
Board and Board Committees, and management accounts to enable them to carry out their duties.<br />
126
CORPORATE GOVERNANCE STATEMENT (CONT’D)<br />
The Company Secretary attends all Board and Board Committee meetings. The Company Secretary administers, attends and prepares<br />
minutes of the Board and Board Committee meetings, and assists in ensuring that Board procedures are followed and reviewed in<br />
accordance with the Company’s Articles of Association so that the Board functions effectively and the relevant rules and regulations<br />
applicable to the Company are complied with. The Company Secretary’s role is to advise the Board on all governance matters, ensuring<br />
that legal and regulatory requirements as well as board policies and procedures are complied with. The appointment and the removal of<br />
the Company Secretary are subject to the Board’s approval.<br />
Should Directors whether as a group or individually require professional advice, the Company shall upon the direction of the Board,<br />
appoint a professional advisor selected by the Group or the individual, approved by Management, to render the service. The costs of<br />
such service shall be borne by the Company.<br />
proceDures For DeveLopinG remunerAtion poLicies<br />
Principle 7: Formal and transparent procedure for fixing remuneration packages of Directors and senior management<br />
The Remuneration Committee (“rc”) comprises of four Directors:<br />
Mr Gay Chee Cheong (Chairman)<br />
Mr Teo Kiang Kok<br />
Mr Christopher Murugasu<br />
Mr Lee Joo Hai<br />
The RC is committed to the principles of accountability and transparency; and to ensuring that remuneration arrangements demonstrate<br />
a clear link between reward and performance.<br />
The RC is responsible for ensuring a formal and transparent procedure for developing policy on executive remuneration, and for fixing<br />
the remuneration packages of individual Directors and senior Management employees.<br />
The RC’s review covers all aspects of remuneration including but not limited to, Directors’ fees, salaries, allowances, bonus, employees<br />
share options and benefits in kind and specific remuneration package for each Director.<br />
In structuring a compensation framework for Executive Director and senior Management employees, the RC seeks to link a proportion<br />
of the compensation to the Group’s performance. Its recommendations are made in consultation with the Executive Committee and<br />
submitted for endorsement by the Board. No Director is involved in deciding his own remuneration. The RC, when deemed necessary,<br />
may obtain expert advice with regard to remuneration matters.<br />
LeveL AnD mix oF remunerAtion<br />
Principle 8: The level of remuneration for Directors should be adequate, not excessive, and linked to performance.<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
The remuneration policy of the Company is to provide compensation packages at market rates, reward performance and attract, retain<br />
and motivate Directors and members of the senior Management team.<br />
The Executive Director does not receive Directors’ fees. The Executive Director and senior Management employees’ remuneration<br />
packages are based on service contracts and their remuneration is determined having due regard to the performance of the individuals,<br />
the Group as well as market trends.<br />
Non-Executive Directors are paid yearly Directors’ fees of an agreed amount based on their contributions, taking into account factors<br />
such as effort and time spent, responsibilities of the Directors and the need to pay competitive fees to attract, motivate and retain the<br />
Directors.<br />
127
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
CORPORATE GOVERNANCE STATEMENT (CONT’D)<br />
DiscLosure on remunerAtion<br />
Principle 9: Clear disclosure of remuneration policy, level and mix of remuneration, and the procedure for setting the remuneration<br />
An appropriate and attractive level of remuneration has been set to attract, retain and motivate Directors and employees. The remuneration<br />
package for executive director and employees consists of both fixed and variable components. The variable component is determined<br />
based on the performance of the individual employee and the Group’s performance in the relevant financial year. <strong>Annual</strong> increments<br />
and adjustments to remuneration are reviewed and approved taking into account the outcome of the annual appraisal of the employees.<br />
Non-Executive Directors are paid Directors’ fees that are subject to shareholders’ approval at the Company’s <strong>Annual</strong> General Meeting<br />
(“AGm”). The RC recommends a total Directors’ fees of S$540,795 be paid to Non-Executive Directors for the financial year ended 31<br />
December <strong>2011</strong>. This will be tabled for the shareholders’ approval at the forthcoming AGM.<br />
The following table sets out the summary compensation table for Directors and top five key executives for the financial year ended 31<br />
December <strong>2011</strong>:<br />
salary Bonus Fees<br />
employees’<br />
share option<br />
scheme<br />
Allowances<br />
and other<br />
benefits total<br />
Directors<br />
Between s$1,500,000 to s$1,750,000<br />
Olivia Lum Ooi Lin 37% 53% 0% 8% 2% 100%<br />
Below s$250,000<br />
Gay Chee Cheong 0% 0% 68% 32% 0% 100%<br />
Lee Joo Hai 0% 0% 70% 30% 0% 100%<br />
Teo Kiang Kok 0% 0% 68% 32% 0% 100%<br />
Christopher Murugasu 0% 0% 63% 37% 0% 100%<br />
Rajsekar Kuppuswami Mitta 0% 0% 66% 34% 0% 100%<br />
Simon Tay 0% 0% 100% 0% 0% 100%<br />
Gary Kee Eng Kwee 0% 0% 100% 0% 0% 100%<br />
top Five Key executives<br />
Between s$1,500,000 to s$1,750,000<br />
Olivia Lum Ooi Lin 37% 53% 0% 8% 2% 100%<br />
s$750,000 to s$1,000,000<br />
Sam Ong 50% 30% 0% 14% 7% 100%<br />
Cho Wee Peng 47% 44% 0% 8% 2% 100%<br />
Winnifred Heap 52% 35% 0% 11% 2% 100%<br />
Below s$750,000<br />
Oon Jin Teik 82% 7% 0% 9% 3% 100%<br />
Andrew Ngiam 77% 14% 0% 8% 1% 100%<br />
immediate Family members of Directors<br />
There are no immediate family members of Directors or controlling shareholders in employment with the Group and whose remuneration<br />
exceeds S$150,000 during financial year ended 31 December <strong>2011</strong>.<br />
128
CORPORATE GOVERNANCE STATEMENT (CONT’D)<br />
AccountABiLity<br />
Principle 10: Board should present a balanced and understandable assessment of the Company’s performance, position and prospects.<br />
The Board promotes timely and balanced disclosure of all material matters concerning the Group. It updates shareholders on the<br />
operations and financial position of the Group through quarterly, half yearly and full year results announcements as well as timely<br />
announcements of other matters as prescribed by the SGX-ST’s Listing Manual requirements and other relevant rules and regulations.<br />
The Board is accountable to shareholders for the management of the Group and the Management is accountable to the Board by<br />
providing the Board with the necessary financial information for the discharge of its duties.<br />
AuDit committee<br />
Principle 11: Establishment of Audit Committee with written terms of reference<br />
The Audit Committee (“Ac”) comprises the following members:<br />
Mr Lee Joo Hai (Chairman)<br />
Mr Gay Chee Cheong<br />
Mr Rajsekar Kuppuswami Mitta<br />
Mr Gary Kee Eng Kwee<br />
In accordance with the principles in the Code, the AC comprises of all Non-Executive Directors. The members of AC, collectively, have<br />
expertise and extensive experience in accounting, financial management and business, and are qualified to fulfill the AC’s responsibilities.<br />
The primary functions of the AC are as follows:<br />
1. assists the Board in discharging its statutory responsibilities on financial and accounting matters;<br />
2. reviews the financial and operating results and accounting policies of the Group;<br />
3. reviews significant financial reporting issues and judgments relating to financial statements for each financial year, interim and<br />
annual results announcement before submission to the Board for approval;<br />
4. reviews the adequacy of the Company’s internal control (financial and operational) and risk management policies and systems<br />
established by the Management;<br />
5. reviews the audit plans and reports of the external and internal auditors and consider the effectiveness of the actions taken by<br />
Management on the auditors’ recommendations;<br />
6. appraises and reports to the Board on the audits undertaken by the external and internal auditors, the adequacy of the disclosure<br />
of information, and the appropriateness and quality of the system of management and internal controls;<br />
7. reviews the independence of external auditors annually and consider the appointment or re-appointment of external auditors<br />
and matters relating to the resignation or removal of the auditors and approve the remuneration and terms of engagement of the<br />
external auditors; and<br />
8. reviews interested person transactions, as defined in the Listing Manual of the SGX-ST.<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
In fulfilling its responsibilities, the AC receives regular reports from the Management and the external auditors, KPMG LLP. The AC has<br />
full access to and co-operation of the Management and meets with KPMG LLP in private at least once a year, and more frequently if<br />
necessary.<br />
129
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
CORPORATE GOVERNANCE STATEMENT (CONT’D)<br />
The AC reviewed all the non-audit services provided by the external auditors and the aggregate amount of audit fees paid to them.<br />
The Audit Committee is satisfied that the nature and extent of such services will not prejudice the independence and objectivity of the<br />
external auditors; hence has recommended the re-appointment of KPMG as external auditors of the Company at the coming AGM of<br />
the Company.<br />
The AC has explicit authority within the scope of its responsibilities to seek any information it requires or investigate any matter within its<br />
terms of reference. The AC has adequate resources to enable it to discharge its responsibilities properly.<br />
The Board has put in place a confidential communication programme as endorsed by the AC. Employees may, in confidence, raise<br />
concerns about possible corporate improprieties in matters of financial reporting or other matters and to ensure that arrangements<br />
are in place for the independent investigations of such matters and for appropriate follow up actions. The details of the confidential<br />
communication programme and arrangements have been made available to all employees.<br />
internAL controLs<br />
Principle 12: The Board to ensure that the Management maintains a sound system of internal controls to safeguard the shareholders’<br />
investments and the Company’s assets<br />
The AC is fully aware of the need to put in place a system of internal controls within the Group to safeguard the shareholders’ interests<br />
and the Group’s assets, and to manage risks. The system is intended to provide reasonable but not absolute assurance against material<br />
misstatements or loss, and to safeguard assets and ensure maintenance of proper accounting records, reliability of financial information,<br />
compliance with appropriate legislation, regulation and best practice, and the identification and containment of business risks.<br />
The Board regularly reviews and improves its business and operational activities to identify areas of significant business risks as well<br />
as taking appropriate measures to control and mitigate these risks. The Board reviews all significant control policies and procedures<br />
and highlights all significant matters to the AC and the Board. The financial risk management objectives and policies are outlined in the<br />
financial statements. Risk Management alone does not guarantee that business undertakings will not fail. However, by identifying and<br />
managing risks that may arise, the Board is in a position to make more informed decisions and will benefit from a better balance between<br />
risk and reward. This will assist in protecting and creating shareholders’ value.<br />
The AC, together with the Board have reviewed the effectiveness of the Group’s system of internal controls put in place to address the<br />
key financial, operational and compliance risk affecting the operations.<br />
Based on the reports submitted by internal and external auditors and the various management controls put in place, the Board with the<br />
concurrence of the AC are satisfied that the internal control systems put in place to address the key financial, operational and compliance<br />
risk affecting the operations are adequate to provide reasonable assurance that shareholders’ interest and the Group’s business and<br />
assets are safeguarded and the proper accounting records are maintained and financial statement are reliable.<br />
internAL AuDit<br />
Principle 13: Setting up independent internal audit function<br />
The Board has put in place a dedicated team of internal auditors. The internal audit function includes reviewing the effectiveness of the<br />
material internal controls of the Group. The Internal Audit Director reports directly to the Chairman of the AC and has an appropriate<br />
standing within the Group. The AC meets with the Internal Auditor in private at least once a year. The AC also ensures that the internal<br />
audit function is adequately resourced, and reviews annually the adequacy of the internal audit function. The internal audit team meets<br />
the standards set by nationally and internationally recognized professional bodies including the Standards for the Professional Practice<br />
of Internal Auditing set by The Institute of Internal Auditors.<br />
Within this framework, the internal audit function provides reasonable assurance that the risks incurred by the Group in each major<br />
activity will be identified, analysed and managed by Management. The Internal Auditor will also make recommendations to enhance the<br />
effectiveness and security of the Group’s operations.<br />
130
CORPORATE GOVERNANCE STATEMENT (CONT’D)<br />
communicAtion With shArehoLDers<br />
Principle 14: Regular, effective and fair communication with shareholders<br />
Principle 15: Shareholders’ participation at AGM<br />
The Company is committed to regular and proactive communication with its shareholders. It aims to provide shareholders with clear,<br />
balanced useful and material information on a timely basis to ensure that shareholders receive a balanced and up-to-date view of the<br />
Group’s performance and business.<br />
Communication is made through:<br />
1. an annual report that is prepared and issued to all Shareholders. The Board makes every effort to ensure that the annual report<br />
includes all relevant information about the Group, including future development and other disclosures required by the Companies’<br />
Act, Chapter 50, and Singapore Statements of Accounting Standards;<br />
2. quarterly and full-year financial statements comprising a summary of the financial information and affairs of the Group for the<br />
relevant period;<br />
3. explanatory memoranda for AGM and extraordinary general meetings;<br />
4. press releases on major developments of the Group;<br />
5. disclosures to the SGX-ST via SGXNET; and<br />
6. the Group’s website at http://www.hyflux.com at which shareholders can access information on the Group at all times.<br />
In addition, shareholders are encouraged to attend the Company’s AGM to ensure a high level of accountability and to stay informed of<br />
the Group’s strategies and growth.<br />
In accordance with the principles in the Code, the full Board of Directors and the external auditor in office are required to attend the<br />
Company’s AGM and will address any question raised at the meeting. The Group fully supports the Code’s principle to encourage active<br />
shareholder participation.<br />
risK mAnAGement committee<br />
The Risk Management Committee (“rmc”) comprises the following members:-<br />
Mr Rajsekar Kuppuswami Mitta (Chairman)<br />
Mr Lee Joo Hai<br />
Mr Teo Kiang Kok<br />
Mr Simon Tay<br />
The functions of the RMC are as follows:<br />
1. to review with Management, and, where needed, with external consultants on areas of risk that may affect the viability and<br />
smooth operations of the Company, as well as Management’s risk mitigation efforts, with the view of safeguarding shareholder’s<br />
interest and Group assets;<br />
2. to direct and work with Management to develop and review policies and processes to address and manage identified areas of<br />
risk in a systematic and structured manner;<br />
3. to make recommendations to the Board in relation to business risks that may affect the Company, as and when these may arise;<br />
4. to review new investments; and<br />
5. to perform any other functions as may be agreed by the Board.<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
131
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
CORPORATE GOVERNANCE STATEMENT (CONT’D)<br />
management committee<br />
The members of the Management Committee for the financial year ending 31 December <strong>2011</strong> are:<br />
Ms Olivia Lum Ooi Lin (Chairman)<br />
Mr Sam Ong<br />
Mr Cho Wee Peng<br />
Ms Winnifred Heap<br />
Mr Oon Jin Teik<br />
Dr Andrew Ngiam<br />
Mr Foo Hee Kiang<br />
Mr Peter Wu<br />
DeALinG in securities<br />
The Company has adopted its own internal compliance code pursuant to the SGX-ST’s best practices on dealings in securities and<br />
these are applicable to all its officers in relation to their dealings in the Company’s securities. Its officers are advised not to deal in the<br />
Company’s shares during the period commencing two weeks or one month before the announcement of the Company’s quarterly or full<br />
year results respectively, or if they are in possession of unpublished price-sensitive information of the Company. In addition, its directors<br />
and officers are expected to observe insider trading laws at all times even when dealing in securities within the permitted trading period.<br />
The Group has complied with the Best Practices Guide on Securities Transactions issued by the Singapore Exchange.<br />
mAteriAL contrActs<br />
There are no material contracts of the Company or its subsidiaries involving the interests of the Group CEO, each Director or controlling<br />
shareholders, either still subsisting at the end of the financial year or entered into since the end of the previous financial year.<br />
interesteD pArty trAnsAction<br />
The Company has established procedures to ensure that all transactions with interested persons are reported on a timely manner to<br />
the AC and that the transactions are at arm’s length basis. All interested person transactions are subject to review by the AC to ensure<br />
compliance with established procedures.<br />
132
SUPPLEMENTARY INFORMATION<br />
interesteD pArty trAnsAction<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
The Group has established procedures to ensure that all transactions with interested persons are reported on a timely manner to the<br />
AC and that the transactions are at arm’s length basis. All interested person transactions are subject to review by the AC to ensure<br />
compliance with the established procedures. For the year ended 31 December <strong>2011</strong>, <strong>Hyflux</strong> <strong>Ltd</strong> and its subsidiaries did not enter into<br />
any transaction that would be regarded as interested person transaction pursuant to SGX-ST’s Listing Manual.<br />
133
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
SUPPLEMENTARY INFORMATION (CONT’D)<br />
mAJor properties heLD For DeveLopment<br />
Description Location<br />
Factory and warehouse<br />
building<br />
Office and factory<br />
building<br />
other mAJor properties<br />
Description Location<br />
8 Tuas South Lane<br />
Singapore 637302<br />
80 Bendemeer Road<br />
Singapore 339949<br />
Factory building No. 99 Juli Road<br />
Zhangjiang<br />
High-Tech Park<br />
Pudong Shanghai<br />
China 201203<br />
Office building 1307-1309 Centre<br />
Plaza 188,<br />
Jiefangbei HePing,<br />
District Tianjin,<br />
China 300042<br />
Office building 1310-1312 Centre<br />
Plaza 188,<br />
Jiefangbei HePing,<br />
District Tianjin,<br />
China 300042<br />
Office and factory<br />
building<br />
Office and factory<br />
building<br />
Office and factory<br />
building<br />
134<br />
8# Factory in FTZ,<br />
9# Yang Zi Jiang<br />
South Road, Yangzhou<br />
Jiangsu Province,<br />
China 225131<br />
site area<br />
(sqm)<br />
No 99 Tai Zhen Road,<br />
Bin Jiang Industrial Park,<br />
Taizhou Economic Development Zone,<br />
Taizhou City, Jiangsu Province<br />
China 225300<br />
Long Gang District,<br />
Beigang Industrial Park,<br />
Long Cheng Road,<br />
Huludao City,<br />
Liaoning Province,<br />
China 125003<br />
intended<br />
use<br />
estimated<br />
total lettable<br />
area (sqm)<br />
stage of<br />
completion<br />
expected<br />
date of<br />
completion<br />
77,172 Industrial 22,262 29% 2nd quarter<br />
of 2014<br />
17,374 Industrial 33,362 80% 2nd quarter<br />
of 2012<br />
site area<br />
(sqm)<br />
existing<br />
use<br />
Approximate<br />
total lettable<br />
area (sqm) tenure<br />
5,633 Commercial 7,647 50 years<br />
commencing<br />
from<br />
1 January 2002<br />
384 Commercial 232 50 years<br />
commencing<br />
from<br />
12 June 1994<br />
428 Commercial 257 50 years<br />
commencing<br />
from<br />
12 June 1994<br />
18,040 Commercial 23,115 50 years<br />
commencing<br />
from 2007<br />
25,959 Commercial 12,980 50 years<br />
commencing<br />
from<br />
12 June 1994<br />
112,556 Commercial 93,565 50 years<br />
commencing<br />
from<br />
31 October 2006<br />
Group’s<br />
effective<br />
interest (%)<br />
100<br />
100<br />
Group’s<br />
effective<br />
interest (%)<br />
100<br />
100<br />
100<br />
100<br />
100<br />
100
STATISTICS OF SHAREHOLDINGS<br />
AS AT 22 MARCH 2012<br />
orDinAry shAres<br />
Class of shares : Ordinary shares<br />
Voting rights : One vote per ordinary share<br />
Total number of issued ordinary shares : 862,017,864<br />
No. of issued ordinary shares (excluding Treasury Shares) : 847,820,864<br />
No. of Treasury Shares and percentage : 14,197,000 (1.67%)<br />
DistriBution oF orDinAry shArehoLDinGs<br />
size of shareholdings<br />
no. of<br />
ordinary<br />
shareholders %<br />
no. of ordinary<br />
shares (excluding<br />
treasury shares) %<br />
1 - 999 329 2.00 162,424 0.02<br />
1,000 - 10,000 12,797 77.81 57,395,193 6.77<br />
10,001 - 1,000,000 3,289 20.00 105,502,737 12.44<br />
1,000,001 and above 31 0.19 684,760,510 80.77<br />
Total : 16,446 100.00 847,820,864 100.00<br />
tWenty LArGest orDinAry shArehoLDers<br />
s/no. name<br />
no. of<br />
ordinary shares %<br />
1. Olivia Lum Ooi Lin 267,351,211 31.53<br />
2. DBS Nominees Pte <strong>Ltd</strong> 145,878,333 17.21<br />
3. HSBC (Singapore) Nominees Pte <strong>Ltd</strong> 63,725,374 7.52<br />
4. Citibank Nominees Singapore Pte <strong>Ltd</strong> 59,283,862 6.99<br />
5. Raffles Nominees (Pte) <strong>Ltd</strong> 25,417,063 3.00<br />
6. Nomura Securities Singapore Pte <strong>Ltd</strong> 16,285,819 1.92<br />
7. DBSN Services Pte <strong>Ltd</strong> 12,813,773 1.51<br />
8. Murugasu Deirdre 12,306,267 1.45<br />
9. United Overseas Bank Nominees Pte <strong>Ltd</strong> 11,200,090 1.32<br />
10. DB Nominees (S) Pte <strong>Ltd</strong> 9,998,792 1.18<br />
11. BNP Paribas Securities Services Singapore Pte <strong>Ltd</strong> 5,991,641 0.71<br />
12. Merrill Lynch (Singapore) Pte <strong>Ltd</strong> 5,654,211 0.67<br />
13. UOB Kay Hian Pte <strong>Ltd</strong> 5,010,905 0.59<br />
14. Yang Chyan Yeow Aylwin 4,420,000 0.52<br />
15. OCBC Securities Private <strong>Ltd</strong> 4,238,521 0.50<br />
16. Foo Hee Kiang 3,976,368 0.47<br />
17. Yong Siew Yoon 3,750,000 0.44<br />
18. OCBC Nominees Singapore Private Limited 3,527,473 0.42<br />
19. Phillip Securities Pte <strong>Ltd</strong> 3,389,902 0.40<br />
20. Bank of Singapore Nominees Pte <strong>Ltd</strong> 2,784,719 0.33<br />
Total : 667,004,324 78.68<br />
Approximately 57.64% of the Company’s ordinary shares are held in the hands of the public.<br />
Accordingly, the Company has complied with Rule 723 of the Listing Manual of SGX-ST.<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
135
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
STATISTICS OF SHAREHOLDINGS (CONT’D)<br />
AS AT 22 MARCH 2012<br />
6% cumuLAtive non-convertiBLe non-votinG perpetuAL cLAss A preFerence shAres<br />
DistriBution oF preFerence shArehoLDinGs<br />
size of shareholdings<br />
no. of<br />
preference<br />
shareholders %<br />
no. of<br />
preference<br />
shares %<br />
1 - 999 22,309 98.57 1,932,800 48.32<br />
1,000 - 10,000 311 1.37 588,740 14.72<br />
10,001 - 1,000,000 14 0.06 1,478,460 36.96<br />
Total : 22,634 100.00 4,000,000 100.00<br />
tWenty LArGest preFerence shArehoLDers<br />
s/no. name<br />
no. of<br />
preference<br />
shares %<br />
1. DBS Nominees Pte <strong>Ltd</strong> 598,240 14.96<br />
2. Citibank Nominees Singapore Pte <strong>Ltd</strong> 247,420 6.19<br />
3. HSBC (Singapore) Nominees Pte <strong>Ltd</strong> 144,770 3.62<br />
4. Bank of Singapore Nominees Pte <strong>Ltd</strong> 136,250 3.41<br />
5. Raffles Nominees (Pte) <strong>Ltd</strong> 92,830 2.32<br />
6. United Overseas Bank Nominees Pte <strong>Ltd</strong> 71,590 1.79<br />
7. BNP Paribas Nominees Singapore Pte <strong>Ltd</strong> 56,860 1.42<br />
8. BNP Paribas Securities Services Singapore Pte <strong>Ltd</strong> 41,700 1.04<br />
9. Tay Lee Lee 20,000 0.50<br />
10. E M Services Pte <strong>Ltd</strong> 17,000 0.43<br />
11. Wee Hian Ann 16,590 0.41<br />
12. Morgan Stanley Asia (Singapore) Securities Pte <strong>Ltd</strong> 12,000 0.30<br />
13. OCBC Nominees Singapore Private Limited 11,610 0.29<br />
14. Committee of The Person and Estate of Lee Henrietta 11,600 0.29<br />
15. China Taiping Insurance (Singapore) Pte <strong>Ltd</strong> 10,000 0.25<br />
16. DB Nominees (S) Pte <strong>Ltd</strong> 9,910 0.25<br />
17. Ronny Sim 8,610 0.22<br />
18. ABN AMRO Nominees Singapore Pte <strong>Ltd</strong> 8,500 0.21<br />
19. Olivia Lum Ooi Lin 8,020 0.20<br />
20. Foo Hee Kiang 8,000 0.20<br />
136<br />
Total : 1,531,500 38.30
SUBSTANTIAL ORDINARY SHAREHOLDERS<br />
AS AT 22 MARCH 2012<br />
name of shareholder Direct interest Deemed interest %<br />
Olivia Lum Ooi Lin 267,351,211 - 31.53<br />
Mondrian Investment Partners Limited - 43,463,248¹ 5.13<br />
Matthews International Capital Management, LLC - 43,140,030² 5.09<br />
Matthews International Funds - 43,190,280³ 5.09<br />
Note:<br />
¹ Mondrian Investment Partners Limited (“Mondrian”) is a London-based discretionary investment manager. In respect of assets<br />
managed under investment management agreement between Mondrian and its clients, various clients (in this regard) are the<br />
beneficial owners of holdings which are held in custody by the client’s own appointed custodian.<br />
² Shares held for the benefit of accounts managed by Matthews International Capital Management, LLC.<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
³ The amounts reported includes shares reported by Matthews International Capital Management, LLC which acts as Investment<br />
Advisor to the Matthews International Funds and its other clients.<br />
137
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
HYFLUX GROUP OF COMPANIES<br />
singapore<br />
AcquaSpring Utility (Benghazi) Pte <strong>Ltd</strong><br />
AcquaSpring Utility (S) Pte <strong>Ltd</strong><br />
AcquaSpring Utility (Tobruk) Pte <strong>Ltd</strong><br />
AcquaSpring Utility (Tripoli East) Pte <strong>Ltd</strong><br />
Eflux Singapore Pte <strong>Ltd</strong><br />
Eflux SK Pte <strong>Ltd</strong> (in Members’ Voluntary<br />
liquidation)<br />
Eflux Vietnam Pte <strong>Ltd</strong><br />
Energy Life Pte <strong>Ltd</strong><br />
Galaxy NewSpring Capital Pte <strong>Ltd</strong><br />
Galaxy NewSpring Pte <strong>Ltd</strong><br />
Galaxy Operation and Management Pte <strong>Ltd</strong><br />
HIH DahejSpring Desalination Pte <strong>Ltd</strong><br />
H.J. Technical Consultant Pte <strong>Ltd</strong><br />
Hydrochem (S) Pte <strong>Ltd</strong><br />
Hydrochem Engineering (S) Pte <strong>Ltd</strong><br />
<strong>Hyflux</strong> Academy Pte <strong>Ltd</strong><br />
<strong>Hyflux</strong> Aquosus (Singapore) Pte <strong>Ltd</strong><br />
<strong>Hyflux</strong> Asset Management Pte <strong>Ltd</strong><br />
<strong>Hyflux</strong> Capital (Singapore) Pte <strong>Ltd</strong><br />
<strong>Hyflux</strong> Cleantech Pte <strong>Ltd</strong><br />
<strong>Hyflux</strong> Consumer Products Pte <strong>Ltd</strong><br />
<strong>Hyflux</strong> Energy Pte <strong>Ltd</strong><br />
<strong>Hyflux</strong> Engineering Pte <strong>Ltd</strong><br />
<strong>Hyflux</strong> EPC Pte <strong>Ltd</strong><br />
<strong>Hyflux</strong> Filtech (Singapore) Pte <strong>Ltd</strong><br />
<strong>Hyflux</strong> Filtration (S) Pte <strong>Ltd</strong><br />
<strong>Hyflux</strong> Innovation Centre Pte <strong>Ltd</strong><br />
<strong>Hyflux</strong> International Engineering Pte <strong>Ltd</strong><br />
<strong>Hyflux</strong> IP Resources Pte <strong>Ltd</strong><br />
<strong>Hyflux</strong> Lifestyle Products (S) Pte <strong>Ltd</strong><br />
<strong>Hyflux</strong> Management and Consultancy Pte <strong>Ltd</strong><br />
<strong>Hyflux</strong> Marmon Development Pte <strong>Ltd</strong><br />
<strong>Hyflux</strong> Membrane Manufacturing (S) Pte <strong>Ltd</strong><br />
<strong>Hyflux</strong> SIP Pte <strong>Ltd</strong><br />
<strong>Hyflux</strong> Utility (India) Pte <strong>Ltd</strong><br />
<strong>Hyflux</strong> Utility (Indonesia) Pte <strong>Ltd</strong><br />
<strong>Hyflux</strong> Utility (HCCJ) Pte <strong>Ltd</strong><br />
<strong>Hyflux</strong> Utility WT (HCWT) Pte <strong>Ltd</strong><br />
<strong>Hyflux</strong> Utility WTP (DZ) Pte <strong>Ltd</strong><br />
<strong>Hyflux</strong> Utility WTP (FN) Pte <strong>Ltd</strong><br />
<strong>Hyflux</strong> Utility WTP (NNWT) Pte <strong>Ltd</strong><br />
<strong>Hyflux</strong> Utility WWT (HCHX) Pte <strong>Ltd</strong><br />
<strong>Hyflux</strong> Utility WWT (HCWT) Pte <strong>Ltd</strong><br />
<strong>Hyflux</strong> Utility WWT (ZY) Pte <strong>Ltd</strong><br />
<strong>Hyflux</strong> Utility WWTP (LP) Pte <strong>Ltd</strong><br />
<strong>Hyflux</strong> Water Trust<br />
<strong>Hyflux</strong> Water Trust Management Pte <strong>Ltd</strong><br />
<strong>Hyflux</strong>Shop Pte <strong>Ltd</strong><br />
Marmon <strong>Hyflux</strong> Investments Pte <strong>Ltd</strong><br />
MenaSpring Utility (S) Pte <strong>Ltd</strong><br />
MenaSpring Utility (Tlemcen) Pte <strong>Ltd</strong><br />
NewSpring Utility Pte <strong>Ltd</strong><br />
Sinolac (Singapore) Pte <strong>Ltd</strong><br />
TuaSpring Pte <strong>Ltd</strong><br />
china<br />
Beijing Shouren Water Engineering Co., <strong>Ltd</strong><br />
Eflux Resources (Taizhou) Co., <strong>Ltd</strong><br />
Galaxy Operation and Management<br />
(Shanghai) Co., <strong>Ltd</strong><br />
Hydrochem Engineering (Shanghai) Co., <strong>Ltd</strong><br />
<strong>Hyflux</strong> (Tianjin) Sewage Disposal Co., <strong>Ltd</strong><br />
<strong>Hyflux</strong> (Zunyi) Sewage Disposal Co., <strong>Ltd</strong><br />
<strong>Hyflux</strong> Caojie Sewage Disposal (Chongqing)<br />
Co., <strong>Ltd</strong><br />
<strong>Hyflux</strong> Design Engineering (Shanghai) Co.,<br />
<strong>Ltd</strong><br />
<strong>Hyflux</strong> Engineering (Shanghai) Co., <strong>Ltd</strong><br />
<strong>Hyflux</strong> Filtech (Shanghai) Co., <strong>Ltd</strong><br />
<strong>Hyflux</strong> GaoYang Sewage Disposal<br />
138<br />
(ChongQing) Co., <strong>Ltd</strong><br />
<strong>Hyflux</strong> Hi-tech Product (Yangzhou) Co., <strong>Ltd</strong><br />
<strong>Hyflux</strong> Investment Consultancy and<br />
Management Service (Tianjin) Co., <strong>Ltd</strong><br />
<strong>Hyflux</strong> NewSpring (Changshu) Co., <strong>Ltd</strong><br />
<strong>Hyflux</strong> NewSpring WT (Dafeng) Co., <strong>Ltd</strong><br />
<strong>Hyflux</strong> NewSpring (Dafeng) Co., <strong>Ltd</strong><br />
<strong>Hyflux</strong> NewSpring (Dezhou) Co., <strong>Ltd</strong><br />
<strong>Hyflux</strong> NewSpring (Funing) Co., <strong>Ltd</strong><br />
<strong>Hyflux</strong> NewSpring (Guanyun) Co., <strong>Ltd</strong><br />
<strong>Hyflux</strong> NewSpring Water Treatment (Leping)<br />
Co., <strong>Ltd</strong><br />
<strong>Hyflux</strong> NewSpring (Liaoyang) Co., <strong>Ltd</strong><br />
<strong>Hyflux</strong> NewSpring<br />
(LiaoYangGongChangLing) Co., <strong>Ltd</strong><br />
<strong>Hyflux</strong> NewSpring (Nantong) Co., <strong>Ltd</strong><br />
<strong>Hyflux</strong> NewSpring (Nantong) WT Co., <strong>Ltd</strong><br />
<strong>Hyflux</strong> NewSpring (Nantong) WWT Co., <strong>Ltd</strong><br />
<strong>Hyflux</strong> NewSpring (Taizhou) Co., <strong>Ltd</strong><br />
<strong>Hyflux</strong> NewSpring (Taoyuan) Co., <strong>Ltd</strong><br />
<strong>Hyflux</strong> NewSpring (Tianjin) Co., <strong>Ltd</strong><br />
<strong>Hyflux</strong> NewSpring (Tiantai) Co., <strong>Ltd</strong><br />
<strong>Hyflux</strong> NewSpring (Wuxi) Co., <strong>Ltd</strong><br />
<strong>Hyflux</strong> NewSpring (Yangzhou) Co., <strong>Ltd</strong><br />
<strong>Hyflux</strong> NewSpring (Zunhua) Co., <strong>Ltd</strong><br />
<strong>Hyflux</strong> NewSpring Construction Engineering<br />
(Shanghai) Co., <strong>Ltd</strong><br />
<strong>Hyflux</strong> NewSpring Sewage Disposal<br />
(Guanyun) Co., <strong>Ltd</strong><br />
<strong>Hyflux</strong> NewSpring Sewage Disposal<br />
(Rudong) Co., <strong>Ltd</strong><br />
<strong>Hyflux</strong> NewSpring Waste Water Treatment<br />
(Funing) Co., <strong>Ltd</strong><br />
<strong>Hyflux</strong> NewSpring Waste Water Treatment<br />
(Leping) Co., <strong>Ltd</strong><br />
<strong>Hyflux</strong> NewSpring Waste Water Treatment<br />
(Mingguang) Co., <strong>Ltd</strong><br />
<strong>Hyflux</strong> NewSpring Water Treatment<br />
(Mingguang) Co., <strong>Ltd</strong><br />
<strong>Hyflux</strong> Salt Industry Technology Development<br />
(Tianjin) Co., <strong>Ltd</strong><br />
<strong>Hyflux</strong> Unitech (Shanghai) Co., <strong>Ltd</strong><br />
<strong>Hyflux</strong> Weituo Sewage Disposal (Chonqing)<br />
Co., <strong>Ltd</strong><br />
<strong>Hyflux</strong>shop (Shanghai) Co., <strong>Ltd</strong><br />
Kunshan Eco Water Systems Co., <strong>Ltd</strong><br />
Langfang <strong>Hyflux</strong> NewSpring Co., <strong>Ltd</strong><br />
Ningxia Hypow Bio-Technology Co., <strong>Ltd</strong><br />
Sinolac (Huludao) Biotech Co., <strong>Ltd</strong><br />
Tianjin Dagang NewSpring Co., <strong>Ltd</strong><br />
Wuxi <strong>Hyflux</strong> NewSpring Sewage Disposal<br />
Co., <strong>Ltd</strong><br />
hong Kong<br />
H.J. NewSpring Limited<br />
<strong>Hyflux</strong> Utility Water Limited<br />
<strong>Hyflux</strong> Utility (DF) Limited<br />
<strong>Hyflux</strong> Utility (HLD) Limited<br />
<strong>Hyflux</strong> Utility (LP) Limited<br />
<strong>Hyflux</strong> Utility (PJ) Limited<br />
<strong>Hyflux</strong> Utility (TJ) Limited<br />
<strong>Hyflux</strong> Utility (TY) Limited<br />
<strong>Hyflux</strong> Utility (WX) Limited<br />
<strong>Hyflux</strong> Utility (YK) Limited<br />
<strong>Hyflux</strong> Utility (YL) Limited<br />
<strong>Hyflux</strong> Utility WT (GCL) Limited<br />
<strong>Hyflux</strong> Utility WT (LY) Limited<br />
<strong>Hyflux</strong> Utility WT (MG) Limited<br />
<strong>Hyflux</strong> Utility WT (XC) Limited<br />
<strong>Hyflux</strong> Utility WT (YL) Limited<br />
<strong>Hyflux</strong> Utility WT (YKG) Limited<br />
<strong>Hyflux</strong> Utility WTP (GY) Limited<br />
<strong>Hyflux</strong> Utility WWT (BC) Limited<br />
<strong>Hyflux</strong> Utility WWT (GY) Limited<br />
<strong>Hyflux</strong> Utility WWT (MG) Limited<br />
<strong>Hyflux</strong> Utility WWT (XC) Limited<br />
<strong>Hyflux</strong> Utility WWT (YL) Limited<br />
<strong>Hyflux</strong> Utility WWT (YKG) Limited<br />
<strong>Hyflux</strong> Utility WWTP (GY) Limited<br />
British virgin islands<br />
<strong>Hyflux</strong> Advanced Technology <strong>Ltd</strong><br />
<strong>Hyflux</strong> International <strong>Ltd</strong><br />
<strong>Hyflux</strong> Utility <strong>Ltd</strong><br />
<strong>Hyflux</strong> Water Projects <strong>Ltd</strong><br />
IndoSpring Utility <strong>Ltd</strong><br />
SinoSpring Utility <strong>Ltd</strong><br />
Spring China Utility <strong>Ltd</strong><br />
Spring Environment <strong>Ltd</strong><br />
Spring Utility <strong>Ltd</strong><br />
europe<br />
France<br />
Tlemcen Desalination Investment Company<br />
SAS<br />
<strong>Hyflux</strong> France SAS<br />
Netherlands<br />
<strong>Hyflux</strong> CEPAration B.V.<br />
<strong>Hyflux</strong> CEPAration Technologies (Europe)<br />
B.V.<br />
Netherlands Antilles<br />
<strong>Hyflux</strong> CEPAration N.V.<br />
india<br />
Eflux Oil India Private Limited<br />
<strong>Hyflux</strong> Engineering (India) Private Limited<br />
<strong>Hyflux</strong> Lifestyle Products (India) Private<br />
Limited<br />
Swarnim DahejSpring Desalination Private<br />
Limited<br />
malaysia<br />
<strong>Hyflux</strong> (Malaysia) Sdn Bhd<br />
menA<br />
Algeria<br />
Almiyah Attilemcania SPA<br />
<strong>Hyflux</strong> Engineering Algeria EURL<br />
<strong>Hyflux</strong> Operation & Maintenance Algeria<br />
EURL<br />
<strong>Hyflux</strong>-TJSB Algeria SPA<br />
Tahlyat Myah Magtaa SPA<br />
Saudi Arabia<br />
Lube Oil Re-refining Company<br />
cayman islands<br />
<strong>Hyflux</strong> Asset Investment (CWF) <strong>Ltd</strong><br />
<strong>Hyflux</strong> Asset Management (CWF) <strong>Ltd</strong>
CORPORATE INFORMATION<br />
Board of Directors<br />
Olivia Lum Ooi Lin (Executive Chairman and Group CEO)<br />
Teo Kiang Kok (Lead Independent Director)<br />
Lee Joo Hai (Non-Executive Independent Director)<br />
Gay Chee Cheong (Non-Executive Independent Director)<br />
Christopher Murugasu (Non-Executive Independent Director)<br />
Rajsekar Kuppuswami Mitta (Non-Executive Independent Director)<br />
Simon Tay (Non-Executive Independent Director)<br />
Gary Kee Eng Kwee (Non-Executive Non-Independent Director)<br />
management committee<br />
Olivia Lum Ooi Lin (Chairman)<br />
Sam Ong<br />
Cho Wee Peng<br />
Winnifred Heap<br />
Oon Jin Teik<br />
Dr Andrew Ngiam<br />
Foo Hee Kiang<br />
Peter Wu<br />
company secretary<br />
Lim Poh Fong<br />
Registered Office<br />
<strong>Hyflux</strong> Building<br />
202 Kallang Bahru<br />
Singapore 339339<br />
Tel: 65 6214 0777<br />
Fax: 65 6214 1211<br />
Auditors<br />
KPMG LLP<br />
16 Raffles Quay #22-00<br />
Hong Leong Building<br />
Singapore 048581<br />
Partner-in-charge (since 2010):<br />
Lau Kam Yuen<br />
registrar<br />
Boardroom Corporate & Advisory Services Pte <strong>Ltd</strong><br />
50 Raffles Place<br />
#32-01 Singapore Land Tower<br />
Singapore 048623<br />
Board Committees:<br />
Audit committee<br />
Lee Joo Hai (Chairman)<br />
Rajsekar Kuppuswami Mitta<br />
Gay Chee Cheong<br />
Gary Kee Eng Kwee<br />
nominating committee<br />
Teo Kiang Kok (Chairman)<br />
Olivia Lum Ooi Lin<br />
Gay Chee Cheong<br />
Christopher Murugasu<br />
remuneration committee<br />
Gay Chee Cheong (Chairman)<br />
Teo Kiang Kok<br />
Lee Joo Hai<br />
Christopher Murugasu<br />
risk management committee<br />
Rajsekar Kuppuswami Mitta (Chairman)<br />
Teo Kiang Kok<br />
Lee Joo Hai<br />
Simon Tay<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
139
DELIVERING INNOVATIVE SOLUTIONS<br />
LEADING THE WAY<br />
CORPORATE INFORMATION (CONT’D)<br />
Bankers<br />
Agricultural Bank of China Limited,<br />
Singapore Branch<br />
7 Temasek Boulevard<br />
#30-01/02/03 Suntec Tower 1<br />
Singapore 038987<br />
Arab Bank Plc, Singapore<br />
80 Raffles Place<br />
#32-20 UOB Plaza 2<br />
Singapore 048624<br />
Arab Banking Corporation (B.S.C)<br />
9 Raffles Place<br />
#60-03 Republic Plaza<br />
Singapore 048619<br />
Australia and New Zealand<br />
Banking Group Limited, Singapore Branch<br />
1 Raffles Place<br />
#32-00 One Raffles Place<br />
Singapore 048616<br />
Bangkok Bank Public Company Limited<br />
180 Cecil Street<br />
Bangkok Bank Building<br />
Singapore 069546<br />
Bank of China Limited, Singapore Branch<br />
4 Battery Road, 15th Floor<br />
Bank of China Building<br />
Singapore 049908<br />
Bank of Communications Co., <strong>Ltd</strong>,<br />
Singapore Branch<br />
50 Raffles Place<br />
#18-01 Singapore Tower<br />
Singapore 048623<br />
Bank of Taiwan, Singapore Branch<br />
80 Raffles Place<br />
#28-20 UOB Plaza 2<br />
Singapore 048624<br />
BNP Paribas, Singapore Branch<br />
20 Collyer Quay<br />
Tung Centre<br />
Singapore 049319<br />
Chang Hwa Commercial Bank <strong>Ltd</strong>,<br />
Singapore Branch<br />
No. 1 Finlayson Green, #08-00<br />
Singapore 049246<br />
Chinatrust Commercial Bank Co., <strong>Ltd</strong>,<br />
Singapore Branch<br />
1 Raffles Place #29-02/03<br />
One Raffles Place<br />
Singapore 048616<br />
140<br />
CIMB Bank Berhad, Singapore Branch<br />
50 Raffles Place<br />
#09-01 Singapore Land Tower<br />
Singapore 048623<br />
Citibank N.A.<br />
8 Marina View<br />
Asia Square Tower 1<br />
Singapore 018960<br />
Credit Agricole Corporate & Investment<br />
Bank,Singapore Branch<br />
168 Robinson Road<br />
#22-01 Capital Tower<br />
Singapore 068912<br />
DBS Bank <strong>Ltd</strong><br />
6 Shenton Way<br />
DBS Building Tower One<br />
Singapore 068809<br />
First Commercial Bank, Singapore Branch<br />
77 Robinson Road #01-01<br />
Singapore 068896<br />
ING Bank N.V., Singapore Branch<br />
9 Raffles Place, #19-02 Republic Plaza,<br />
Singapore 048619<br />
The Hongkong and Shanghai Banking<br />
Corporation Limited<br />
21 Collyer Quay Level 4<br />
HSBC Building<br />
Singapore 049320<br />
Land Bank of Taiwan, Singapore Branch<br />
80 Raffles Place<br />
#34-01 UOB Plaza 1<br />
Singapore 048624<br />
Maybank<br />
2 Battery Road<br />
Maybank Tower #15-01<br />
Singapore 049907<br />
Mega International Commercial Bank<br />
Co.,<strong>Ltd</strong>., Singapore Branch<br />
80 Raffles Place<br />
#23-20 UOB Plaza II<br />
Singapore 048624<br />
Mizuho Corporate Bank, <strong>Ltd</strong>.,<br />
Singapore Branch<br />
168 Robinson Road<br />
Capital Tower #11-00<br />
Singapore 068912<br />
Natixis, Singapore Branch<br />
50 Raffles Place<br />
#41-01 Singapore Land Tower<br />
Singapore 048623<br />
Norddeutsche Landesbank Girozentrale,<br />
Singapore Branch<br />
6 Shenton Way #16-00<br />
DBS Building Tower 2<br />
Singapore 068809<br />
Oversea-Chinese Banking Corporation<br />
Limited<br />
65 Chulia Street<br />
OCBC Centre<br />
Singapore 049513<br />
RHB Bank Berhad<br />
90 Cecil Street #03-00<br />
RHB Bank Building<br />
Singapore 069531<br />
Standard Chartered Bank<br />
Marina Bay Financial Centre (Tower 1)<br />
8 Marina Boulevard<br />
Singapore 018981<br />
State Bank of India<br />
6 Shenton Way<br />
#22-08 DBS Building Tower 2<br />
Singapore 068809<br />
Sumitomo Mitsui Banking Corporation,<br />
Singapore Branch<br />
3 Temasek Avenue #06-01<br />
Centennial Tower<br />
Singapore 039190<br />
The Bank of East Asia Limited,<br />
Singapore Branch<br />
137 Market Street<br />
BEA Building<br />
Singapore 048943<br />
The Royal Bank of Scotland Plc<br />
Level 23, One Raffles Quay<br />
South Tower<br />
Singapore 048583<br />
United Overseas Bank Limited<br />
1 Raffles Place<br />
OUB Centre<br />
Singapore 048616
NOTICE OF AGM, BOOK CLOSURE<br />
AND APPENDICES<br />
142<br />
148<br />
149<br />
158<br />
Notice of <strong>Annual</strong> General Meeting<br />
Notice of Book Closure<br />
Appendix 1<br />
Appendix 2<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
141
NOTICE OF ANNUAL GENERAL MEETING<br />
NOTICE IS HEREBY GIVEN that the <strong>Annual</strong> General Meeting of <strong>Hyflux</strong> <strong>Ltd</strong> (“Company”) will<br />
be held at 202 Kallang Bahru, <strong>Hyflux</strong> Building, Singapore 339339 on 26 April 2012 at 2.00p.m<br />
for the following purposes:<br />
AS ORDINARY BUSINESS<br />
Resolution 1<br />
To receive and adopt the Directors’ <strong>Report</strong> and the Audited Accounts for the year ended 31<br />
December <strong>2011</strong> together with the Auditors’ <strong>Report</strong> thereon.<br />
Resolution 2<br />
To declare a final dividend of 2.1 Singapore cents per ordinary share (one-tier tax exempt) for<br />
the year ended 31 December <strong>2011</strong> (previous year: 3.5 Singapore cents per ordinary share).<br />
Resolution 3<br />
To re-elect Mr. Teo Kiang Kok who retires in accordance with Article 89 of the Company’s<br />
Articles of Association and who, being eligible, offers himself for re-election.<br />
Resolution 4<br />
To re-elect Mr. Christopher Murugasu who retires in accordance with Article 89 of the<br />
Company’s Articles of Association and who, being eligible, offers himself for re-election.<br />
Resolution 5<br />
To re-elect Mr. Gary Kee Eng Kwee who retires in accordance with Article 88 of the Company’s<br />
Articles of Association and who, being eligible offers himself for re-election.<br />
Resolution 6<br />
To re-elect Mr. Simon Tay who retires in accordance with Article 88 of the Company’s Articles<br />
of Association and who, being eligible offers himself for re-election.<br />
Resolution 7<br />
To approve the payment of Directors’ fees of S$540,795 for the year ended 31 December <strong>2011</strong><br />
(previous year: S$490,000).<br />
Resolution 8<br />
To re-appoint Messrs KPMG LLP as external auditors and to authorise the Directors to fix their<br />
remuneration.<br />
142
NOTICE OF ANNUAL GENERAL MEETING (CONT’D)<br />
AS SPECIAL BUSINESS<br />
To consider and if thought fit, to pass the following resolutions as Ordinary Resolutions, with<br />
or without any modifications:<br />
Resolution 9<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
That pursuant to Section 161 of the Companies Act, Cap. 50 and Rule 806 of the Listing<br />
Manual of the Singapore Exchange Securities Trading Limited, (the “Listing Manual”) the<br />
Directors be authorised and empowered to:<br />
(a) (i) issue ordinary shares in the Company (“Ordinary Shares”) whether by way of<br />
rights, bonus or otherwise; and/or<br />
(ii) make or grant offers, agreements or options (collectively, “Instruments”) that<br />
might or would require shares to be issued, including but not limited to the<br />
creation and issue of (as well as adjustments to) options, warrants, debentures<br />
or other instruments convertible into Ordinary Shares,<br />
at any time and upon such terms and conditions and for such purposes and to such<br />
persons as the Directors may in their absolute discretion deem fit; and<br />
(b) issue Ordinary Shares in pursuance of any Instruments made or granted by the<br />
Directors while this Resolution was in force (notwithstanding the authority conferred by<br />
this Resolution may have ceased to be in force), provided that:<br />
(1) the aggregate number of Ordinary Shares (including Ordinary Shares to be<br />
issued in pursuance of the Instruments, made or granted pursuant to this<br />
Resolution) and Instruments to be issued pursuant to this Resolution shall not<br />
exceed fifty per centum (50%) of the issued Ordinary Shares in the capital of<br />
the Company (as calculated in accordance with sub-paragraph (2) below), of<br />
which the aggregate number of Ordinary Shares and Instruments to be issued<br />
other than on a pro rata basis to existing shareholders of the Company shall not<br />
exceed twenty per centum (20%) of the issued Ordinary Shares in the capital of<br />
the Company (as calculated in accordance with sub-paragraph (2) below);<br />
(2) (subject to such calculation as may be prescribed by the Singapore Exchange<br />
Securities Trading Limited) for the purpose of determining the aggregate number<br />
of Ordinary Shares and Instruments that may be issued under sub-paragraph<br />
(1) above, the percentage of issued Ordinary Shares and Instruments shall be<br />
based on the number of issued Ordinary Shares in the capital of the Company<br />
(excluding treasury shares) at the time of the passing of this Resolution, after<br />
adjusting for:<br />
(a) new Ordinary Shares arising from the conversion or exercise of the<br />
Instruments or any convertible securities;<br />
(b) new Ordinary Shares arising from the exercising of share options or<br />
vesting of share awards outstanding and subsisting at the time of the<br />
passing of this Resolution; and<br />
143
NOTICE OF ANNUAL GENERAL MEETING (CONT’D)<br />
144<br />
(c) any subsequent bonus issue consolidation or subdivision of Ordinary<br />
Shares.<br />
(3) in exercising the authority conferred by this Resolution, the Company shall comply<br />
with the provisions of the Listing Manual for the time being in force (unless such<br />
compliance has been waived by the Singapore Exchange Securities Trading<br />
Limited) and the Articles of Association of the Company; and<br />
(4) unless revoked or varied by the Company in a general meeting, such authority<br />
shall continue in force (i) until the conclusion of the next <strong>Annual</strong> General Meeting<br />
of the Company or the date by which the next <strong>Annual</strong> General Meeting of the<br />
Company is required by law to be held, whichever is earlier or (ii) in the case<br />
of Ordinary Shares to be issued in pursuance of the Instruments, made or<br />
granted pursuant to this Resolution, until the issuance of such Ordinary Shares<br />
in accordance with the terms of the Instruments.<br />
Resolution 10<br />
That:<br />
(1) authority be and is hereby given to the Directors to:<br />
(a) allot and issue preference shares referred to in Articles 8C and 8E of the Articles<br />
of Association of the Company in the capital of the Company whether by way of<br />
rights, bonus or otherwise; and/or<br />
(b) make or grant offers, agreements or options that might or would require<br />
preference shares referred to in sub-paragraph (a) above to be issued, not being<br />
ordinary shares to which the authority referred to in Resolution 9 above relates,<br />
at any time and upon such terms and conditions and for such purposes and to such<br />
persons as the Directors may in their absolute discretion deem fit, and (notwithstanding<br />
the authority conferred by this Resolution may have ceased to be in force) issue<br />
preference shares referred to in sub-paragraph (a) above in pursuance of any offers,<br />
agreements or options made or granted by the Directors while this Resolution was in<br />
force; and<br />
(2) (unless revoked or varied by the Company in a general meeting) the authority conferred<br />
by this Resolution shall continue in force until the conclusion of the next <strong>Annual</strong> General<br />
Meeting of the Company or the date by which the next <strong>Annual</strong> General Meeting of the<br />
Company is required by law to be held, whichever is the earlier.<br />
Resolution 11<br />
That pursuant to Section 161 of the Companies Act, Cap. 50, the Directors be authorised and<br />
empowered to:<br />
(a) offer, grant, allot and issue options in accordance with the provisions of the <strong>Hyflux</strong><br />
Employees’ Share Option Scheme <strong>2011</strong> (“<strong>2011</strong> Scheme”); and
NOTICE OF ANNUAL GENERAL MEETING (CONT’D)<br />
(b) continue to allot and issue from time to time such number of Ordinary Shares in the<br />
capital of the Company when such options are validly exercised pursuant to the terms<br />
and conditions of the <strong>Hyflux</strong> Employees’ Share Option Scheme 2001 (“2001 Scheme”),<br />
and (notwithstanding the authority conferred by this Resolution may have ceased to be in<br />
force) to issue from time to time such number of Ordinary Shares in the capital of the Company<br />
as may be required to be issued pursuant to the exercise of options granted by the Company<br />
under the <strong>2011</strong> Scheme and 2001 Scheme respectively, provided always that the aggregate<br />
number of additional Ordinary Shares to be allotted and issued respectively shall not exceed<br />
10% of the issued Ordinary Shares in the capital of the Company from time to time under the<br />
<strong>2011</strong> Scheme and shall not exceed 15% of the issued shares in the capital of the Company<br />
from time to time under 2001 Scheme and that such authority shall, unless revoked or varied<br />
by the Company in a general meeting, continue in force until the conclusion of the next <strong>Annual</strong><br />
General Meeting of the Company or the date by which the next <strong>Annual</strong> General Meeting of the<br />
Company is required by law to be held, whichever is the earlier.<br />
Resolution 12<br />
That the Directors of the Company be and are hereby authorised to make purchases of issued<br />
and fully-paid Ordinary Shares in the capital of the Company from time to time (whether by<br />
way of market purchases or off-market purchases on an equal access scheme) of up to ten<br />
per centum (10%) of the issued Ordinary Shares in the capital of the Company (ascertained<br />
as at the date of the last <strong>Annual</strong> General Meeting of the Company or at the date of the EGM,<br />
whichever is the higher, but excluding any shares held as treasury shares) at the price of up to<br />
but not exceeding the Maximum Price as defined in the Company’s Circular dated 4 April 2008<br />
and in accordance with the Guidelines on Share Purchase set out in Appendix 1 of the said<br />
Circular and this mandate shall, unless revoked or varied by the Company in general meeting,<br />
continue in force until the conclusion of the next <strong>Annual</strong> General Meeting of the Company is<br />
held or is required by law to be held, whichever is the earlier.<br />
To transact any other ordinary business which may properly be transacted at an <strong>Annual</strong><br />
General Meeting.<br />
By Order of the Board<br />
Lim Poh Fong<br />
Company Secretary<br />
Singapore, 10 April 2012<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
145
NOTICE OF ANNUAL GENERAL MEETING (CONT’D)<br />
Explanatory Notes:<br />
(1) A Member entitled to attend and vote at the <strong>Annual</strong> General Meeting (the “Meeting”) is<br />
entitled to appoint a proxy to attend and vote in his/her stead. A proxy need not be a<br />
Member of the Company. The instrument appointing a proxy must be deposited at the<br />
Registered Office of the Company at 202 Kallang Bahru, <strong>Hyflux</strong> Building, Singapore<br />
339339 not less than 48 hours before the time appointed for holding the Meeting.<br />
(2) In relation to Resolution 3, Mr. Teo Kiang Kok, will upon re-election as a Director of the<br />
Company, remain as Lead Independent Director, Chairman of the Nominating Committee<br />
and a member of the Remuneration Committee and Risk Management Committee. Mr<br />
Teo is considered a non-executive and independent director.<br />
(3) In relation to Resolution 4, Mr. Christopher Murugasu, will upon re-election as a Director<br />
of the Company, remain as a member of the Nominating Committee and Remuneration<br />
Committee. Mr Murugasu is considered a non-executive and independent director.<br />
(4) In relation to Resolution 5, Mr. Gary Kee Eng Kwee, will upon re-election as a Director of<br />
the Company, remain as a member of the Audit Committee. Mr Kee is considered a nonexecutive<br />
and non-independent director.<br />
(5) In relation to Resolution 6, Mr. Simon Tay, will upon re-election as a Director of the<br />
Company, remain as a member of Risk Management Committee. Mr Tay is considered a<br />
non-executive and independent director.<br />
(6) Ordinary Resolution 9 has been proposed for voting annually at the Company’s AGM<br />
since 2002. Pursuant to Section 161 of the Companies Act, Cap. 50 and Rule 806 of the<br />
Listing Manual of the Singapore Exchange Securities Trading Limited, and upon passing<br />
of this Ordinary Resolution, the Directors will be empowered from the date of this Meeting<br />
until the date of the next AGM, or the date by which the next AGM is required by law to<br />
be held or such authority is varied or revoked by the Company in a general meeting,<br />
whichever is the earliest, to issue Ordinary Shares, make or grant instruments convertible<br />
into Ordinary Shares and to issue Ordinary Shares pursuant to such instruments, up<br />
to a number not exceeding, in total, 50% of the issued Ordinary Shares in the capital<br />
of the Company, of which up to 20% may be issued other than on a pro rata basis to<br />
existing shareholders. In determining the aggregate number of Ordinary Shares that may<br />
be issued, the percentage of issued Ordinary Shares in the capital of the Company will be<br />
calculated based on the issued Ordinary Shares in the capital of the Company at the time<br />
this Ordinary Resolution is passed after adjusting for new Ordinary Shares arising from<br />
the conversion or exercise of the Instruments or any convertible securities, the exercise<br />
of share options or the vesting of share awards outstanding or subsisting at the time when<br />
this Ordinary Resolution is passed and any subsequent consolidation or subdivision of<br />
Ordinary Shares.<br />
146
NOTICE OF ANNUAL GENERAL MEETING (CONT’D)<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
(7) Ordinary Resolution 10 relates to the renewal of the preference share issue mandate,<br />
which was originally approved by the shareholders at the Extraordinary General Meeting<br />
held on 31 March <strong>2011</strong>. Upon passing of this Ordinary Resolution, the Directors will be<br />
empowered from the date of this Meeting until the date of the next AGM, or the date by<br />
which the next AGM is required by law to be held or such authority is varied or revoked<br />
by the Company in a general meeting, whichever is the earliest, to issue new preference<br />
shares and/or make or grant offers, agreements or options that might or would require<br />
such preference shares to be issued, provided that the aggregate number of preference<br />
shares does not exceed 20% of the total number of issued shares (excluding treasury<br />
shares) in the capital of the Company at the time of passing of this Ordinary Resolutions<br />
and such issue be on such other terms and condition as the Directors may deem fit.<br />
(8) Ordinary Resolution 11 has been proposed for voting and passed annually since 2002. The<br />
2001 Scheme has expired on 26 September <strong>2011</strong> and the <strong>2011</strong> Scheme was approved<br />
by the shareholders at the Extraordinary General Meeting held on 27 April <strong>2011</strong>. The<br />
Directors believe that an appropriate remuneration package is required to recruit, retain<br />
and reward talent for performance. Pursuant to Section 161 of the Companies Act, Cap.<br />
50 and upon passing of the Ordinary Resolutions, the Director will be empowered, from<br />
the date of this Meeting until the next AGM, or the date by which the next AGM is required<br />
by law to be held or such authority is varied or revoked by the Company in a general<br />
meeting, whichever is the earlier, to issue Ordinary Shares in the Company pursuant<br />
to the exercise of options granted or to be granted under the <strong>2011</strong> Scheme and 2001<br />
Scheme, provided always that the aggregate number of additional Ordinary Shares to be<br />
allotted and issued respectively shall not exceed 10% of the issued Ordinary Shares in<br />
the capital of the Company from time to time under the <strong>2011</strong> Scheme and shall not exceed<br />
15% of the issued shares in the capital of the Company from time to time under 2001<br />
Scheme.<br />
(9) Ordinary Resolution 12 relates to the renewal of the share purchase mandate, which was<br />
originally approved by the shareholders at the Extraordinary General Meeting held on 25<br />
April 2008. Ordinary Resolution 12, if passed, will empower the Directors of the Company<br />
from the date of this Meeting until the next AGM, or the date by which the next AGM is<br />
required by law to be held, whichever is the earlier, to purchase Ordinary Shares of the<br />
Company by way of market purchases or off-market purchases of up to 10% of the total<br />
number of issued Ordinary Shares in the capital of the Company at the Maximum Price as<br />
defined in the Company’s Circular dated 4 April 2008. Please refer to Appendix 1 of this<br />
Notice of AGM for details.<br />
147
NOTICE OF BOOKS CLOSURE<br />
NOTICE OF BOOKS CLOSURE<br />
NOTICE IS HEREBY GIVEN that the Share Transfer Books and Register of Members of<br />
<strong>Hyflux</strong> <strong>Ltd</strong> (the “Company”) will be closed at 5.00 p.m. on 4 May 2012 for the preparation of<br />
dividend warrants.<br />
Duly completed registrable transfers of ordinary shares received by the Company’s Share<br />
Registrar, Boardroom Corporate & Advisory Services Pte. <strong>Ltd</strong>., 50 Raffles Place, #32-01,<br />
Singapore Land Tower, Singapore 048623 up to 5.00 p.m. on 4 May 2012 will be registered to<br />
determine ordinary shareholders’ entitlements to the said dividend. Members whose Securities<br />
Accounts with The Central Depository (Pte) Limited are credited with the company’s ordinary<br />
shares at 5.00 p.m. on 4 May 2012 will be entitled to the proposed dividend.<br />
Payment of the dividend, if approved by the members at the <strong>Annual</strong> General Meeting to be<br />
held on 26 April 2012, will be made on 17 May 2012.<br />
148
APPENDIX 1<br />
SUMMARY SHEET FOR RENEWAL OF SHARES PURCHASE MANDATE<br />
The SGX-ST assumes no responsibility for the correctness of any of the statements made,<br />
reports contained or opinions expressed in this Appendix. If you are in doubt as to the action<br />
that you should take, you should consult your stockbroker or other professional adviser<br />
immediately.<br />
(A) SHARES PURCHASED IN THE PREVIOUS TWELVE MONTHS<br />
Pursuant to the Shares Purchase Mandate obtained at the <strong>Annual</strong> General Meeting on<br />
27 April <strong>2011</strong>, as at 15 March 2012 (the “Latest Practicable Date”), the Company had<br />
purchased by way of market acquisition an aggregate of 13,697,000 ordinary shares<br />
in the capital of the Company (the “Shares”), which are held in treasury. The total<br />
consideration paid for the purchases was S$19,283,859.01 (inclusive of brokerage and<br />
clearing fees of S$40,665.81). The highest price paid for the purchases was S$1.50 per<br />
Share and the lowest price paid was S$1.05 per Share.<br />
(B) RENEWAL OF THE SHARES PURCHASE MANDATE<br />
The Ordinary Resolution No. 12, if passed at the <strong>Annual</strong> General Meeting, will renew<br />
the Shares Purchase Mandate approved by the shareholders of the Company from the<br />
date of the <strong>Annual</strong> General Meeting until the date that the next <strong>Annual</strong> General Meeting<br />
of the Company is held or is required by law to be held, whichever is the earlier.<br />
(C) RATIONALE FOR THE SHARES PURCHASE MANDATE<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
Short-term speculation may at times cause the market price of the Company’s Shares<br />
to be depressed below the true value of the Company and the Group. The proposed<br />
Shares Purchase Mandate will provide the Directors with the means to restore<br />
investors’ confidence and to protect existing shareholders’ investments in the Company<br />
in a depressed share-price situation through judicious Shares purchases to enhance<br />
the earnings per Share and/or the net asset value per Share. The Shares purchases<br />
will enhance the net asset value per Share if the Shares purchases are made at a price<br />
below the net asset value per Share.<br />
The proposed Shares Purchase Mandate will also provide the Company with an<br />
expedient and cost-effective mechanism to facilitate the return of surplus cash reserves<br />
to the shareholders.<br />
The Directors will only make a Shares purchase as and when the circumstances permit<br />
and only if the Directors are of the view that such purchases are in the best interests<br />
of the Company and the shareholders. The Directors will decide whether to purchase<br />
Shares only after taking into account, among other things, the market conditions at<br />
such time and the Company’s financial condition. Shares purchases will only be made<br />
if the Directors believe that such purchases are likely to benefit the Company and<br />
increase economic value for shareholders.<br />
149
APPENDIX 1 (CONT’D)<br />
150<br />
The Directors will ensure that the Shares purchases will not have any effect on the listing<br />
of the Company’s securities including the Shares listed on the Singapore Exchange<br />
Securities Trading Limited (the “SGX-ST”). Rule 723 of the Listing Manual of the SGX-<br />
ST requires at least ten per cent (10%) of any class of a company’s listed securities<br />
to be held by the public at all times. The Directors shall safeguard the interests of<br />
public shareholders before undertaking any Shares purchases. Before exercising the<br />
Shares Purchase Mandate, the Directors shall at all times take due cognisance of (a)<br />
the then shareholding spread of the Company in respect of the number of Shares held<br />
by substantial shareholders and by non-substantial shareholders and (b) the volume of<br />
trading on the SGX-ST in respect of the Shares immediately before the exercise of any<br />
Shares purchase.<br />
As at the Latest Practicable Date, 488,699,052 Shares (57.65%) of a total of<br />
847,755,864 Shares issued by the Company are held by 16,527 public shareholders.<br />
The Company is of the view that there is a sufficient number of Shares in issue held by<br />
public shareholders which would permit the Company to undertake Shares purchases<br />
of up to ten per cent (10%) of its issued ordinary share capital without affecting the<br />
listing status of the Shares on the SGX-ST. The Company will ensure that the Shares<br />
purchases will not cause market illiquidity or affect orderly trade.<br />
(D) FINANCIAL IMPACT OF THE PROPOSED SHARES PURCHASES<br />
1. The purchased Shares shall be cancelled immediately on purchase or acquisition<br />
unless held in treasury in accordance with Section 76H of the Companies Act (Cap. 50)<br />
(the “Act”). Section 76H of the Act allows purchased Shares to be:<br />
(i) held by the Company; or<br />
(ii) dealt with, at any time, in accordance with Section 76K of the Act, as Treasury<br />
Shares.<br />
Section 76K of the Act allows the Company to:<br />
(i) sell the Shares (or any of them) for cash;<br />
(ii) transfer the Shares (or any of them) for the purposes of or pursuant to an<br />
employees’ share scheme;<br />
(iii) transfer the Shares (or any of them) as consideration for the acquisition of<br />
shares in or assets of another company or assets of a person; or<br />
(iv) cancel the Shares (or any of them).<br />
The aggregate number of Shares held as Treasury Shares shall not at any time exceed<br />
ten per cent (10%) of the total number of Shares at that time. Any Shares in excess of<br />
this limit shall be disposed of or cancelled in accordance with Section 76K of the Act<br />
within six (6) months.<br />
Any Shares purchases will:<br />
(i) reduce the amount of the Company’s share capital where the Shares were<br />
purchased or acquired out of the capital of the Company;<br />
(ii) reduce the amount of the Company’s profits where the Shares were purchased<br />
or acquired out of the profits of the Company; or
APPENDIX 1 (CONT’D)<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
(iii) reduce the amount of the Company’s share capital and profits proportionately<br />
where the Shares were purchased or acquired out of both the capital and the<br />
profits of the Company;<br />
by the total amount of the purchase price paid by the Company for the Shares cancelled.<br />
The Company cannot exercise any right in respect of Treasury Shares. In particular, the<br />
Company cannot exercise any right to attend or vote at meetings and for the purposes<br />
of the Act, the Company shall be treated as having no right to vote and the Treasury<br />
Shares will be treated as having no voting rights.<br />
2. The financial effects on the Company and the Group arising from the proposed<br />
purchases of the Company’s Shares which may be made pursuant to the proposed<br />
Shares Purchase Mandate will depend on, inter alia, the aggregate number of Shares<br />
purchased and the consideration paid at the relevant time.<br />
3. Based on the existing issued and paid-up share capital of the Company as at the Latest<br />
Practicable Date, the proposed purchases by the Company of up to a maximum of ten<br />
per cent (10%) of its issued share capital under the Shares Purchase Mandate will<br />
result in the purchase of 84,775,586 Shares.<br />
4. An illustration of the impact of Shares purchases by the Company pursuant to the<br />
Shares Purchase Mandate on the Group’s and the Company’s financial position is set<br />
out below based on the following assumptions:<br />
(a) audited accounts of the Group and the Company as at 31 December <strong>2011</strong>;<br />
(b) in full exercise of the Shares Purchase Mandate, 84,775,586 Shares were<br />
purchased;<br />
(c) the maximum price for the market purchases is $1.5593 per Share, which is five<br />
per cent (5%) above the average closing prices of the Shares over the last five<br />
market days preceding the Latest Practicable Date on which the transactions in<br />
Shares were recorded on the SGX-ST; and<br />
(d) the maximum amount of funds required for the Shares purchases in the<br />
aggregate is $132,190,571.<br />
151
APPENDIX 1 (CONT’D)<br />
152<br />
Group<br />
before<br />
Shares<br />
purchase<br />
($’000)<br />
Group<br />
after<br />
Shares<br />
purchase<br />
($’000)<br />
Company<br />
before<br />
Shares<br />
purchase<br />
($’000)<br />
Company<br />
after<br />
Shares<br />
purchase<br />
($’000)<br />
As at 31 December <strong>2011</strong><br />
Shareholders’ funds 920,591 788,400 656,310 524,119<br />
Net assets value 935,567 803,376 656,310 524,119<br />
Current assets 1,099,493 967,302 825,548 693,357<br />
Current liabilities 356,223 356,223 226,988 226,988<br />
Cash and cash equivalents /<br />
(overdraft) 662,358 530,167 96,407 (35,784)<br />
Number of shares (’000) 858,679 773,903 858,679 773,903<br />
Financial Ratios<br />
Net assets value per share<br />
(cents) 60.6 50.2 29.8 16.0<br />
Earnings per share (cents) 4.30 4.77 3.98 4.41<br />
Gearing (times) 0.18 0.38 0.86 1.33<br />
Current Ratio 3.09 2.72 3.64 3.05<br />
5. Shareholders should note that the financial effects set out above are based on the<br />
audited financial accounts of the Group and the Company for the financial year ended<br />
31 December <strong>2011</strong> and are for illustration only. The results of the Group and the<br />
Company for the financial year ended 31 December <strong>2011</strong> may not be representative of<br />
future performance.<br />
6. The Company intends to use its internal sources of funds to finance its purchases of the<br />
Shares. The Company does not intend to obtain or incur any borrowings to finance its<br />
purchases of the Shares. The Directors do not propose to exercise the Shares Purchase<br />
Mandate in a manner and to such extent that the working capital requirements of the<br />
Group would be materially affected.<br />
7. The Company will take into account both financial and non-financial factors, among<br />
other things, the market conditions at such time, the Company’s financial condition,<br />
the performance of the Shares and whether such Shares purchases would represent<br />
the most efficient and cost-effective approach to enhance the Share value. Shares<br />
purchases will only be made if the Board believes that such purchases are likely to<br />
benefit the Company and increase economic value for shareholders.<br />
(E) CONSEQUENCES OF SHARES PURCHASES UNDER THE SINGAPORE CODE ON<br />
TAKE-OVERS AND MERGERS<br />
1. In accordance with The Singapore Code on Take-overs and Mergers (the “Take-over<br />
Code”), a person will be required to make a general offer for a public company if:<br />
(a) he acquires 30 per cent (30%) or more of the voting rights of the company; or
APPENDIX 1 (CONT’D)<br />
(b) he already holds between 30 per cent (30%) and 50 per cent (50%) of the voting<br />
rights of the company, and he increases his voting rights in the company by<br />
more than one per cent (1%) in any six-month period.<br />
2. As at the Latest Practicable Date and before the proposed Shares Purchase Mandate,<br />
the substantial shareholders’ and Directors’ interests are as follows:<br />
Ordinary Shareholdings<br />
Directors<br />
Direct Interest Deemed Interest Total Interest<br />
Number of Number of<br />
Shares % Shares %<br />
Number of<br />
Shares %<br />
Olivia Lum Ooi Lin 267,351,211 31.54 - - 267,351,211 31.54<br />
Teo Kiang Kok - - 375,000 0.04 375,000 0.04<br />
Lee Joo Hai - - - - - -<br />
Gay Chee Cheong 1,000,000 0.12 - - 1,000,000 0.12<br />
Christopher Murugasu 842,343 0.10 180,000 0.02 1,022,343 0.12<br />
Rajsekar Kuppuswami Mitta - - - - - -<br />
Simon Tay - - - - - -<br />
Gary Kee Eng Kwee - - - - - -<br />
NOTES:<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
(1) Teo Kiang Kok is deemed interested in the Shares held by Citibank Nominees<br />
Singapore Pte <strong>Ltd</strong><br />
(2) Christopher Murugasu is deemed interested in the Shares held by his spouse,<br />
Bernadette Oei Lian Hua<br />
153
APPENDIX 1 (CONT’D)<br />
154<br />
Class A Preference Shareholdings 1<br />
Directors<br />
Direct Interest Deemed Interest Total Interest<br />
Number of<br />
Shares %<br />
Number of<br />
Shares %<br />
Number of<br />
Shares %<br />
Olivia Lum Ooi Lin 8,020 0.2 - - 8,020 0.2<br />
Teo Kiang Kok 3,000 0.075 - - 3,000 0.075<br />
Lee Joo Hai - - - - - -<br />
Gay Chee Cheong 12,000 0.3 - - 12,000 0.3<br />
Christopher Murugasu 1,000 0.025 - - 1,000 0.025<br />
Rajsekar Kuppuswami Mitta 20,000 0.5 - - 20,000 0.5<br />
Simon Tay - - - - - -<br />
Gary Kee Eng Kwee - - - - - -<br />
NOTES:<br />
Rajsekar Kuppuswami Mitta is deemed interested in the preference shares held by<br />
Bank of Singapore Nominees Pte <strong>Ltd</strong>.<br />
In the event the Company undertakes Shares purchases of up to ten per cent (10%) of<br />
the issued share capital of the Company as permitted by the Shares Purchase Mandate,<br />
the shareholdings and voting rights of Ms Olivia Lum Ooi Lin may be increased from<br />
31.54% to 35.04%. Ms Olivia Lum Ooi Lin’s shareholdings and voting rights may thus<br />
be increased by more than one per cent (1%) within a six-month period. Accordingly, Ms<br />
Olivia Lum Ooi Lin may be required to make a general offer to the other shareholders<br />
under Rule 14.1(b) of the Take-over Code.<br />
3. The Securities Industry Council has granted approval in-principle to exempt Ms Olivia<br />
Lum Ooi Lin from the requirement to make a general offer under Rule 14.1(b) of the<br />
Take-over Code after any Shares purchase subject to the following conditions:<br />
(a) the Circular contains advice to the effect that by voting for the Shares Purchase<br />
Mandate, shareholders are waiving their rights to a general offer at the required<br />
price from Ms Olivia Lum Ooi Lin and parties acting in concert with her, if any;<br />
the names of Ms Olivia Lum Ooi Lin and her concert parties, if any, and the<br />
voting rights of such persons at the time of resolution and after the proposed<br />
Shares Purchases are disclosed in the Circular;<br />
(b) the resolution to approve the Shares Purchase Mandate is approved by a<br />
majority of those shareholders present and voting at the meeting on a poll who<br />
could not become obliged to make an offer for the Company as a result of the<br />
Shares Purchase;<br />
(c) Ms Olivia Lum Ooi Lin and her concert parties, if any, do not vote for and/or<br />
recommend shareholders to vote in favour of the resolution to approve the<br />
Shares Purchase Mandate; and<br />
1 Pursuant to a preference share issue mandate obtained at an extraordinary general meeting of<br />
the Company held on 31 March <strong>2011</strong>, the Company had also issued 4,000,000 6% cumulative<br />
non-convertible non-voting perpetual Class A Preference Shares of up to S$400,000,000 in<br />
aggregate liquidation preference.
APPENDIX 1 (CONT’D)<br />
(d) Ms Olivia Lum Ooi Lin and her concert parties, if any, have not acquired and<br />
will not acquire any Shares between the date on which they know that the<br />
announcement of the approval of the Shares Purchase Mandate is imminent<br />
and the earlier of:<br />
(i) the date on which the Shares Purchase Mandate expires; and<br />
(ii) the date the Company announces that it has bought back such number<br />
of Shares as authorised under the Shares Purchase Mandate or the date<br />
the Company decides to cease buying back its Shares, as the case may<br />
be,<br />
if such acquisitions, taken together with shares bought by the Company under<br />
the Shares Purchase Mandate, would cause their aggregate voting rights in the<br />
Company to increase by more than 1% in the any six–month period.<br />
If the Company ceases to buy back its Shares and the increase in the voting<br />
rights held by Ms Olivia Lum Ooi Lin and her concert parties, if any, as a result<br />
of the Shares Purchase at the time of such cessation is less than 1% in any<br />
six-month period, Ms Olivia Lum Ooi Lin and her concert parties, if any, will be<br />
allowed to acquire Shares. However, any increase in Ms Olivia Lum Ooi Lin<br />
and her concert parties’ percentage of voting rights as a result of the Shares<br />
Purchase will be taken into account together with any Shares acquired by Ms<br />
Olivia Lum Ooi Lin and her concert parties, if any, (by whatever means) in<br />
determining whether Ms Olivia Lum Ooi Lin and her concert parties, if any, have<br />
increased their aggregate voting rights in the Company by more than 1% in any<br />
six-month period.<br />
The Directors hereby confirm that the substantial shareholders are not acting in concert<br />
with any other person to assist any shareholder (or his concert party or parties) to<br />
obtain or consolidate control of the Company and that the proposed Shares Purchases<br />
are not for any such purpose.<br />
It should be noted that approving the Shares Purchase Mandate will constitute<br />
a waiver by the shareholders in respect of their right to a general offer by the<br />
substantial shareholders at the Required Price.<br />
(F) MISCELLANEOUS<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
1. Any Shares purchases undertaken by the Company shall be at a price of up to but not<br />
exceeding the Maximum Price. The Maximum Price is a sum which shall not exceed<br />
the sum constituting five per cent (5%) above the average closing price of the Shares<br />
over the period of five (5) trading days in which transactions in the Shares on the SGX-<br />
ST were recorded, in the case of a Market Purchase, before the day on which such<br />
purchase is made, and, in the case of an Off-Market Purchase, immediately preceding<br />
the date of offer by the Company, as the case may be, and adjusted for any corporate<br />
action that occurs after the relevant five (5) day period.<br />
2. In making Shares purchases, the Company will comply with the requirements of the<br />
SGX-ST Listing Manual, in particular, Rule 886 with respect to notification to the SGX-<br />
ST of any Shares purchases. Rule 886 is reproduced below:<br />
155
APPENDIX 1 (CONT’D)<br />
156<br />
“(1) An issuer must notify the Exchange of any share buy-back as follows:<br />
(a) In the case of a market acquisition, by 9.00 am on the market day<br />
following the day on which it purchased shares,<br />
(b) In the case of an off market acquisition under an equal access scheme,<br />
by 9.00 am on the second market day after the close of acceptances of<br />
the offer.<br />
(2) Notification must be in the form of Appendix 8.3.1 (or 8.3.2 for an issuer with a<br />
dual listing on another stock exchange).”<br />
3. Shares purchases will be made in accordance with the “Guidelines on Shares<br />
Purchases” as set out in Appendix 2 of the Company’s Circular to shareholders dated<br />
4 April 2008, a copy of which is annexed. All information required under the Act relating<br />
to the Shares Purchase Mandate is contained in the said Guidelines. With reference to:<br />
(a) Paragraph 1(b) of the aforementioned Appendix, the Shares Purchase Mandate<br />
will expire on the earlier of any of the circumstances set out in sub-paragraphs<br />
(i) to (iii) unless prior thereto, Shares purchases are carried out to the full extent<br />
mandated; and<br />
(b) Paragraph 6(a) of the aforementioned Appendix, the offer document to be<br />
issued to all Shareholders in the case of an Off-Market Purchase shall also<br />
contain information on whether the Shares purchased by the Company will be<br />
cancelled or kept as treasury shares.<br />
4. The SGX-ST Listing Manual does not expressly prohibit any purchase of shares by<br />
a listed company during any particular time or times. However, as a listed company<br />
would be considered an “insider” in relation to any proposed purchase or acquisition of<br />
its shares, the Company will undertake not to purchase or acquire Shares pursuant to<br />
the proposed Share Purchase Mandate at any time after a price sensitive development<br />
has occurred or has been the subject of a decision until the price sensitive information<br />
has been publicly announced. In particular, the Company will not purchase or acquire<br />
any Shares during the period commencing one month immediately preceding<br />
the announcement of the Company’s full-year results and the period of two weeks<br />
immediately preceding the announcement of its quarterly results.<br />
(G) DIRECTORS’ RESPONSIBILITY STATEMENT<br />
The Directors of the Company collectively and individually accept full responsibility<br />
for the accuracy of the information given in this Appendix and confirm after making<br />
all reasonable enquiries that, to the best of their knowledge and belief, this Appendix<br />
constitutes full and true disclosure of all material facts about the Shares Purchase<br />
Mandate, the Company and its subsidiaries, and the Directors of the Company are not<br />
aware of any facts the omission of which would make any statement in this Appendix<br />
misleading. Where information in the Appendix has been extracted from published<br />
or otherwise publicly available sources or obtained from a named source, the sole<br />
responsibility of the Directors of the Company has been to ensure that such information<br />
has been accurately and correctly extracted from those sources and/or reproduced in<br />
this Appendix in its proper form and context.
APPENDIX 1 (CONT’D)<br />
(H) SHAREHOLDERS WHO WILL ABSTAIN FROM VOTING<br />
Ms Olivia Lum Ooi Lin and her concert parties will abstain from voting at the <strong>Annual</strong><br />
General Meeting in respect of Ordinary Resolution 12 relating to the Shares Purchase<br />
Mandate.<br />
(I) DIRECTORS’ RECOMMENDATION<br />
The Directors of the Company, other than Ms Olivia Lum Ooi Lin who has abstained<br />
from making any recommendation, are of the opinion that the renewal of the proposed<br />
Shares Purchase Mandate is in the best interests of the Company. Accordingly, the<br />
Directors of the Company recommend that shareholders vote in favour of Ordinary<br />
Resolution 12.<br />
(J) TAXATION<br />
Shareholders who are in doubt as to their respective tax positions or any tax implications,<br />
or who may be subject to tax in a jurisdiction outside Singapore, should consult their<br />
own professional tax advisers.<br />
(K) DOCUMENTS FOR INSPECTION<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
Copies of the following documents may be inspected at the registered office of the<br />
Company at 202 Kallang Bahru, <strong>Hyflux</strong> Building, Singapore 339339 during normal<br />
business hours up to and including the date of the <strong>Annual</strong> General Meeting:<br />
(a) the Memorandum and Articles of Association of the Company; and<br />
(b) the audited financial statements of the Company for the financial year ended 31<br />
December <strong>2011</strong>.<br />
157
APPENDIX 2<br />
GUIDELINES ON SHARES PURCHASES<br />
1. SHAREHOLDERS’ APPROVAL<br />
158<br />
(a) Purchases of Shares by the Company must be approved in advance by the<br />
Shareholders at a general meeting of the Company, by way of a general<br />
mandate.<br />
(b) A general mandate authorising the purchase of Shares by the Company<br />
representing up to ten per cent (10%) of the issued ordinary shares in the capital<br />
of the Company (excluding any Shares held as Treasury Shares) will expire on<br />
the earlier of:<br />
(i) the conclusion of the next <strong>Annual</strong> General Meeting of the Company;<br />
(ii) the expiration of the period within which the next <strong>Annual</strong> General Meeting<br />
of the Company is required by law to be held; or<br />
(iii) the time when such mandate is revoked or varied by an ordinary resolution<br />
of the Shareholders of the Company in general meeting.<br />
(c) The authority conferred on the Directors by the Shares Purchase Mandate to<br />
purchase Shares shall be renewed at the next <strong>Annual</strong> General Meeting of the<br />
Company.<br />
(d) When seeking Shareholders’ approval for the renewal of the Shares Purchase<br />
Mandate, the Company shall disclose details pertaining to the purchases of<br />
Shares made during the previous 12 months, including the total number of<br />
Shares purchased, the purchase price per Share or the highest and lowest price<br />
for such purchases of Shares, where relevant, and the total consideration paid<br />
for such purchases.<br />
2. MODE OF PURCHASE<br />
Shares Purchases can be effected by the Company in either one of the following two<br />
ways or both:<br />
(a) by way of market purchases of Shares on the Official List of SGX-ST, which<br />
means a purchase transacted through the ready market; or<br />
(b) by way of off-market acquisitions on an equal access scheme in accordance<br />
with Section 76C of the Act.<br />
3. FUNDING OF SHARES PURCHASES<br />
(a) In purchasing the Shares, the Company may only apply funds legally permitted<br />
for such purchase in accordance with its Articles of Association, and the relevant<br />
laws and regulations enacted or prescribed by the relevant competent authorities<br />
in Singapore.<br />
(b) Any purchase by the Company may be made out of capital or profits that are<br />
available for distribution as dividends, so long as the Company is solvent (as<br />
defined by Section 76F(4) of the Act) .
APPENDIX 2 (CONT’D)<br />
(c) The Company may not purchase its Shares on the Official List of SGX-ST for<br />
a consideration other than cash or for settlement otherwise than in accordance<br />
with the trading rules of SGX-ST.<br />
4. TRADING RESTRICTIONS<br />
The number of Shares which can be purchased pursuant to the Shares Purchase<br />
Mandate is such number of Shares which represents up to a maximum of ten per cent<br />
(10%) of the issued ordinary shares in the capital of the Company (excluding Treasury<br />
Shares) as at date of the last <strong>Annual</strong> General Meeting of the Company.<br />
5. PRICE RESTRICTIONS<br />
Any Shares Purchase undertaken by the Company shall be at the price of up to but not<br />
exceeding the Maximum Price.<br />
“Maximum Price” means the maximum price at which the Shares can be purchased<br />
pursuant to the Shares Purchase Mandate, which shall not exceed the sum constituting<br />
five per cent (5%) above the average closing price of the Shares over the period of<br />
five (5) trading days in which transactions in the Shares on SGX-ST were recorded, in<br />
the case of a Market Purchase, before the day on which such purchase is made, and,<br />
in the case of an Off-Market Purchase, immediately preceding the date of offer by the<br />
Company, as the case may be, and adjusted for any corporate action that occurs after<br />
the relevant five (5) day period.<br />
6. OFF-MARKET PURCHASES<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
(a) For purchases of Shares made by way of an Off-Market Purchase, the Company<br />
shall issue an offer document to all Shareholders. The offer document shall<br />
contain, inter alia, the following information:<br />
(i) the terms and conditions of the offer;<br />
(ii) the period and procedures for acceptances;<br />
(iii) the reasons for the proposed Shares Purchase;<br />
(iv) the consequences, if any, of Shares purchased by the Company that will<br />
arise under the Take-overs and Mergers or any other applicable takeover<br />
rules;<br />
(v) whether the purchase of Shares, if made, would have any effect on the<br />
listing of the Company’s securities on the Official List of SGX-ST; and<br />
(vi) details of any purchase of Shares made by the Company in the previous<br />
12 months whether through Market Purchases or Off-Market Purchases,<br />
including the total number of Shares purchased, the purchase price per<br />
Share or the highest and lowest prices paid for such purchases of Shares,<br />
where relevant, and the total consideration paid for such purchases.<br />
(b) All Offeree Shareholders shall be given a reasonable opportunity to accept<br />
any offer made by the Company to purchase their Shares under the Shares<br />
Purchase Mandate.<br />
159
APPENDIX 2 (CONT’D)<br />
160<br />
(c) The Company may offer to purchase Shares from time to time under the Shares<br />
Purchase Mandate subject to the requirement that the terms of any offer to<br />
purchase Shares by the Company shall be pari passu in respect of all Offeree<br />
Shareholders save under the following circumstances:<br />
(i) where there are differences in consideration attributable to the fact that<br />
an offer relates to Shares with different dividend entitlements;<br />
(ii) where there are differences in consideration attributable to the fact that<br />
an offer relates to Shares with different amounts remaining unpaid; and<br />
(iii) where there are differences in an offer introduced solely to ensure that<br />
every Shareholder is left with a whole number of Shares in board lots of<br />
1,000 Shares after the Shares Purchases, in the event there are Offeree<br />
Shareholders holding odd numbers of Shares.<br />
7. STATUS OF PURCHASED SHARES<br />
The purchased Shares shall be cancelled immediately on purchase or acquisition<br />
unless held in treasury in accordance with Section 76H of the Act. Section 76H of the<br />
Act allows purchased Shares to be:<br />
(i) held by the Company; or<br />
(ii) dealt with, at any time, in accordance with Section 76K of the Act, as Treasury<br />
Shares.<br />
Section 76K of the Act allows the Company to:<br />
(i) sell the Shares (or any of them) for cash;<br />
(ii) transfer the Shares (or any of them) for the purposes of or pursuant to an<br />
employees’ share scheme;<br />
(iii) transfer the Shares (or any of them) as consideration for the acquisition of<br />
shares in or assets of another company or assets of a person; or<br />
(iv) cancel the Shares (or any of them).<br />
The aggregate number of Shares held as Treasury Shares shall not at any time exceed<br />
ten per cent (10%) of the total number of Shares at that time. Any Shares in excess of<br />
this limit shall be disposed of or cancelled in accordance with Section 76K of the Act<br />
within six (6) months.<br />
Any Shares Purchase will:<br />
(i) reduce the amount of the issued shares in the capital of the Company where the<br />
Shares were purchased or acquired out of the capital of the Company;<br />
(ii) reduce the amount of the Company’s profits where the Shares were purchased<br />
or acquired out of the profits of the Company; or<br />
(iii) reduce the amount of the Company’s share capital and profits proportionately<br />
where the Shares were purchased or acquired out of both the capital and the<br />
profits of the Company;
APPENDIX 2 (CONT’D)<br />
by the total amount of the purchase price paid by the Company for the Shares cancelled.<br />
The Company cannot exercise any right in respect of Treasury Shares. In particular, the<br />
Company cannot exercise any right to attend or vote at meetings and for the purposes<br />
of the Act, the Company shall be treated as having no right to vote and the Treasury<br />
Shares will be treated as having no voting rights.<br />
8. NOTIFICATION TO ACCOUNTING AND CORPORATE REGULATORY AUTHORITY<br />
(“ACRA”)<br />
(a) Within thirty (30) days of the passing of a Shareholders’ resolution to approve<br />
any purchase of Shares, the Company shall lodge a copy of such resolution with<br />
ACRA.<br />
(b) The Company shall notify ACRA within thirty (30) days of a purchase of Shares.<br />
Such notification shall include details of the date of the purchase, the total<br />
number and nominal value of Shares purchased by the Company, the issued<br />
shares in the capital of the Company as at the date of the Shareholders’<br />
resolution approving the purchase, the Company’s issued shares in the capital<br />
after the purchase and the amount of consideration paid by the Company for the<br />
purchase.<br />
9. NOTIFICATION TO THE SGX-ST<br />
(a) For purchases of Shares made by way of an Off-Market Purchase, the Company<br />
shall notify the SGX-ST in respect of any acquisition or purchase of Shares in<br />
the relevant form prescribed by the SGX-ST from time to time, not later than<br />
9.00 a.m. on the second trading day after the close of acceptance of an offer, or<br />
within such time period that may be prescribed by the SGX-ST from time to time.<br />
(b) For purchases of Shares made by way of a Market Purchase, the Company<br />
shall notify the SGX-ST in respect of any acquisition or purchase of Shares in<br />
the relevant form prescribed by the SGX-ST from time to time, not later than<br />
9.00 a.m. on the trading day following the date of market acquisition by the<br />
Company, or within such time period that may be prescribed by the SGX-ST<br />
from time to time.<br />
10. SUSPENSION OF PURCHASE<br />
HYFLUX LTD<br />
ANNUAL REPORT <strong>2011</strong><br />
(a) The Company may not undertake any Shares Purchase prior to the<br />
announcement of any price-sensitive information by the Company, until<br />
such time as the price sensitive information has been publicly announced or<br />
disseminated in accordance with the requirements of the Listing Manual.<br />
(b) The Company may not effect any repurchases of Shares on the SGX-ST during<br />
the period commencing two weeks before the announcement of the Company’s<br />
financial statements for each of the first three quarters of its financial year, or<br />
one month before half year or financial year, as the case may be, and ending on<br />
the date of announcement of the relevant results.<br />
161
HYFLUX LTD<br />
Company Registration No. 200002722Z<br />
(Incorporated in the Republic of Singapore with limited liability)<br />
PROXY FORM<br />
(Please see notes overleaf before completing this Form)<br />
I/We, (Name and NRIC No.)<br />
of (Address)<br />
being a member/members of <strong>Hyflux</strong> <strong>Ltd</strong> (the “Company”), hereby appoint:-<br />
Name NRIC/Passport No. Proportion of Shareholdings<br />
Address<br />
and/or (delete as appropriate)<br />
No of Shares %<br />
Name NRIC/Passport No. Proportion of Shareholdings<br />
Address<br />
No of Shares %<br />
or failing the person, or either or both of the persons, referred to above, the Chairman of the Meeting as my/our proxy/proxies to vote<br />
for me/us on my/our behalf at the <strong>Annual</strong> General Meeting (the “Meeting”) of the Company to be held on 26 April 2012 at 2.00pm and at<br />
any adjournment thereof. I/We direct my/our proxy/proxies to vote for or against the Resolutions proposed at the Meeting as indicated<br />
hereunder. If no specific direction as to voting is given or in the event of any other matter arising at the Meeting and at any adjournment<br />
thereof, the proxy/proxies will vote or abstain from voting at his/her discretion. The authority herein includes the right to demand or to join<br />
in demanding a poll and to vote on a poll.<br />
No. Resolutions To be used on a<br />
show of hands<br />
Ordinary Business<br />
1 Adoption of Directors’ <strong>Report</strong> and Audited Accounts<br />
2 Declaration of Dividends<br />
3 Re-election of Teo Kiang Kok as Director<br />
4 Re-election of Christopher Murugasu as Director<br />
5 Re-election of Gary Kee Eng Kwee as Director<br />
6 Re-election of Simon Tay as Director<br />
7 Approval of Directors’ fees<br />
8 Re-appointment of Auditors<br />
Special Business<br />
9 Authority to issue shares up to 50 per centum (50%) of<br />
the issued ordinary shares in the capital of the Company<br />
10 Renewal of Preference Share Mandate<br />
11 Authority to issue shares under <strong>Hyflux</strong> Employees’ Share<br />
Option Scheme 2001 and <strong>Hyflux</strong> Employee’s Share<br />
Option Scheme <strong>2011</strong><br />
12 Renewal of Share Purchase Mandate<br />
For* Against* No. of<br />
Votes For**<br />
To be used in the<br />
event of a poll<br />
No. of<br />
Votes Against**<br />
* Please indicate your vote “For” or “Against”, with an “X” within the box provided.<br />
** If you wish to exercise all your votes “For” or “Against”, please indicate with an “X” within the box provided. Alternatively, please<br />
indicate the number of votes as appropriate.<br />
Dated this ___________ day of ____________________ 2012<br />
Signature(s) of Shareholder(s), Common Seal of Corporate Shareholder<br />
IMPORTANT:<br />
1. For investors who have used their CPF monies to buy <strong>Hyflux</strong> <strong>Ltd</strong>’s shares, this<br />
<strong>Report</strong> is forwarded to them at the request of the CPF Approved Nominees and<br />
is sent solely FOR INFORMATION ONLY.<br />
2. This Proxy Form is not valid for use by CPF investors and shall be ineffective<br />
for all intents and purposes if used or purported to be used by them.<br />
3. CPF investors who wish to attend the Meeting as an observer must submit<br />
their requests through their CPF Approved Nominees within the time frame<br />
specified. If they also wish to vote, they must submit their voting instructions to<br />
the CPF Approved Nominees within the time frame specified to enable them to<br />
vote on their behalf.<br />
Total Number of<br />
Shares held
NOTES:<br />
1. Please insert the total number of shares held by you. If you have Shares entered against your name in the Depository Register (as defined in<br />
Section 130A of the Companies Act, Chapter 50 of Singapore), you should insert that number of Shares. If you only have Shares registered in<br />
your name in the Register of Members, you should insert that number of Shares. However, if you have Shares entered against your name in<br />
the Depository Register and Shares registered in your name in the Register of Members, you should insert the aggregate number of Shares<br />
entered against your name in the Depository Register and registered in your name in the Register of Members. If no number is inserted, the<br />
instrument appointing a proxy or proxies shall be deemed to relate to all the Shares held by you.<br />
2. A Shareholder of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint one or two proxies to attend and<br />
vote instead of him. A proxy need not to be a Shareholder of the Company. Where a Shareholder appoints two proxies, the proportion of the<br />
shareholding concerned to be represented by each proxy shall be specified in the proxy form. If no percentage is specified, the first named<br />
proxy shall be deemed to represent 100 percent of the shareholding and the second named proxy shall be deemed to be an alternate to the<br />
first named proxy.<br />
3. The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at <strong>Hyflux</strong> Building, 202 Kallang<br />
Bahru, Singapore 339339 not less than 48 hours before the time appointed for the Meeting.<br />
fold along this line (1)<br />
fold along this line (2)<br />
The Company Secretary<br />
HYFLUX LTD<br />
<strong>Hyflux</strong> Building<br />
202 Kallang Bahru<br />
Singapore 339339<br />
Affix<br />
Postage<br />
Stamp<br />
4. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised in writing. Where<br />
the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its seal or under the hand of an<br />
officer or attorney duly authorised. Where an instrument appointing a proxy is signed on behalf of the appointor by an attorney, the letter<br />
or power of attorney or a duly certified copy thereof must (unless previously registered with the Company) be lodged with the instrument of<br />
proxy, failing which, the instrument may be treated as invalid.<br />
5. A corporation which is a Shareholder may authorise, by resolution of its directors or other governing body, such person as it thinks fit to act<br />
as its representative at the <strong>Annual</strong> General Meeting, in accordance with Section 179 of the Companies Act, Chapter 50 of Singapore.<br />
6. The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or illegible or<br />
where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument appointing<br />
a proxy or proxies. In addition, in the case of Shareholders whose Shares are entered in the Depository Register, the Company may reject<br />
any instrument appointing a proxy or proxies lodged if such Shareholders are not shown to have Shares entered against their name in the<br />
Depository Register 48 hours before the time appointed for the holding of the <strong>Annual</strong> General Meeting, as certified by The Central Depository<br />
(Pte) Limited to the Company.<br />
7. Completion and return of this instrument appointing a proxy shall preclude a member from attending and voting at the Meeting. Any<br />
appointment of a proxy or proxies shall be deemed to be revoked if a member attends the meeting in person, and in such an event, the<br />
Company reserves the right to refuse to admit any person or persons appointed under the instrument of proxy to the Meeting.
<strong>Hyflux</strong> <strong>Ltd</strong><br />
<strong>Hyflux</strong> Building<br />
202 Kallang Bahru<br />
Singapore 339339<br />
www.hyflux.com<br />
Company reg. no.: 200002722Z