AllGreen AR 2010

135
Allgreen Properties Limited Annual Report 2010 STRETCHING OUR HORIZONS

Transcript of AllGreen AR 2010

Page 1: AllGreen AR 2010

A l l g r e e n P r o p e r t i e s L i m i t e d

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

s t r e t C H i n g O U R H o r i Z o n s

A l l g r e e n P r o P e r t i e s l i m i t e d

1 K i m S e n g P r o m e n a d e # 0 5 - 0 2 G r e a t W o r l d C i t y S i n g a p o r e 2 3 7 9 9 4( C o m p a n y R e g i s t r a t i o n N o . : 1 9 8 6 0 1 0 0 9 N )

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C O N T E N T S

1 Corporate Data3 Corporate Profile6 Chairman's Letter to

Shareholders10 Chairman's Letter to

Shareholders (Chinese)12 Board of Directors18 Management Team22 Calendar of Events

26 Operations Review30 Progress Report31 Development Properties32 Overseas Investments33 Investment Properties and Hotel34 Corporate Structure36 Financial Highlights40 Five-Year Financial Summary42 Monthly Share Price

Information

43 Corporate Governance53 Financial Statements124 Statistics of Shareholdings126 Notice of Annual General

Meeting Proxy Form

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C O R P O R A T E D A T A

BOARD Of DiRECTORS

Mr Goh Soo Siah Executive ChairmanMr Khor Thong Meng Executive DirectorMr Michael Chang Teck Chai Executive DirectorMr Ang Keng Lam Non-Executive DirectorMr Andrew Choo HooNon-Executive Director Mdm Kuok Oon KwongNon-Executive DirectorMr Lau Wah MingIndependent DirectorMr Jimmy Seet Keong HuatIndependent DirectorMr Keith Tay Ah KeeIndependent DirectorMr Wan Fook KongIndependent Director

COmPANy SECRETARy

Ms Isoo Tan

REgiSTERED OffiCE

1 Kim Seng Promenade, #05-02 Great World City, Singapore 237994T (+65) 6733 2822F (+65) 6738 3800w www.allgreen.com.sg

AuDiT COmmiTTEE

Mr Jimmy Seet Keong Huat ChairmanMdm Kuok Oon KwongMr Lau Wah Ming Mr Wan Fook Kong

NOmiNATiNg COmmiTTEE

Mr Wan Fook Kong ChairmanMdm Kuok Oon KwongMr Keith Tay Ah Kee

REmuNERATiON COmmiTTEE

Mr Keith Tay Ah KeeChairmanMdm Kuok Oon Kwong Mr Jimmy Seet Keong Huat

mANAgEmENT TEAm

Mr Wong Lin Chye Director (Development)Mr Teo Keng Chiong Director (Development)Ms Lim Geak Keong Director (Development)Mr Yong Voon Chen Director (Sales)Ms Lim Poh HiangFinancial Controller Ms Isoo TanCompany Secretary and Legal CounselMs Henrietta ChongGeneral Manager (Hospitality)Ms Irene Tan Sock EngMarketing Director (Retail)Ms Jenny Ng Cheow NgheeCentre Director

REgiSTRAR AND ShARE TRANSfER OffiCE

Boardroom Corporate & Advisory Services Pte Ltd50 Raffles Place, #32-01Singapore Land TowerSingapore 048623T (+65) 6536 5355

AuDiTORS

Foo Kon Tan Grant ThorntonCertified Public AccountantsMr Henry Lim Shien Ching(Partner-in-charge since 2008)47 Hill Street #05-01Chinese Chamber of Commerce & Industry Building Singapore 179365T (+65) 6336 3355

iNTERNAl AuDiTORS

Ernst & YoungOne Raffles Quay, North Tower, Level 18, Singapore 048583T (+65) 6535 7777

PRiNCiPAl BANkERS

DBS Bank LimitedMalayan Banking BerhadOversea-Chinese Banking

Corporation LimitedStandard Chartered BankThe Bank of Tokyo-Mitsubishi

UFJ, LtdThe Hongkong and Shanghai

Banking Corporation LimitedUnited Overseas Bank Limited

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Suites @ Orchard

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C O R P O R A T E P R O f i l E

llgreen is the Singapore property enterprise of the Kuok Group, a leading

Asian conglomerate with diversified businesses including trading, food industries, manufacturing, real estate, hotels, shipping and the media. Incorporated in 1986 as Allgreen Investments, Allgreen Properties Limited was listed on the Singapore Exchange in May 1999. As at 31 December 2010, the Group has 38 subsidiaries and 12 associated companies.

Allgreen’s core businesses comprise property development, property investment, hospitality, project and property management. As at 31 December 2010, the Group’s assets are mainly in Singapore and the People’s Republic of China (“PRC”). It has entered into various joint ventures to participate in the development of mixed projects in Shanghai, Tianjin, Chengdu, Qinhuangdao, Shenyang and Tangshan in the PRC. Allgreen has also acquired a prime site in District 2, Ho Chi Minh City to develop a condominium project and another site in Vung Tau City for a mixed development.

As one of the largest property groups in Singapore, Allgreen Properties has a balanced quality portfolio of residential and commercial properties.

Allgreen’s current primary focus is on residential property development in Singapore. It has a significant landbank of about 1.3 million square feet of attributable gross floor area of residential development as at 31 December 2010.

The Group has a successful track record of strong take-up rates for its projects. A diverse portfolio of development projects caters to a wide spectrum of homebuyers’ needs and budgets – including apartments, condominiums, terraced and semi-detached units. Currently, the Group has 11 residential projects under construction or planning stage. The Group’s investment property portfolio comprises four properties. The wholly-owned flagship Great World City is one of Singapore’s largest integrated proper ty developments and comprises two 18-storey office towers connected by a 4-storey office podium, a 3-storey with 3 basements retail mall and 304 serviced apartments. Other investment properties are owned through a 55.4 per cent stake in Cuscaden Properties Pte Ltd, which owns the Traders Hotel, a 546-room property near Orchard Road; Tanglin Mall, a niche 3-storey with 4 basements shopping complex located in the prime District 10; and Tanglin Place, a 4-storey with 1 basement commercial complex.

Allgreen is engaged in project management through its wholly-owned subsidiary – Leo Property Management Private Limited.

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We remain in a strong position to continue rolling out projects to meet the current demand for housing,

having acquired a number of good sites in 2007.

In 2010, the property market benefited from the more optimistic global economic outlook. Despite lingering caution

amidst the uncertainty surrounding the debt crisis in parts of Europe and a fear of a double dip recession, price

levels exceeded the historical peak in 1996.

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VIVA

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Singapore’s economy grew by a blistering 14.5% in 2010, recovering

much of the ground it had lost during 2009. It was one of the fastest growing

economies in the world, leading Asia’s rebound.

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C h A i R m A N ’ S l E T T E R T O S h A R E h O l D E R S

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Singapore’s economy grew by a blistering 14.5% in 2010, recovering much of the ground it had lost during 2009. It was one of the fastest growing

economies in the world, leading Asia’s rebound, as it came out of the worst global recession since the Great Depression. The growth was led by the manufacturing sector propelled by an increase in electronics and biomedical manufacturing output. In tandem with the strong economy, the seasonally adjusted unemployment rate fell to 2.2% .

The property market benefited from the more optimistic global economic outlook. Despite lingering caution amidst the uncertainty surrounding the debt crisis in parts of Europe and a fear of a double dip recession, price levels exceeded the historical peak in 1996. This prompted the government to introduce a slew of cooling measures in August 2010, such as changes to stamp duty and loan values for mortgages, to create a more stable and sustainable property market which would reflect economic fundamentals. Nevertheless, in the months after the introduction of these initial measures, the demand for private homes in the market was not dampened. In 2010, a total of 16,292 units were sold directly by private developers, more than the 14,688 units sold in 2009. Prices of private residential properties increased 17.6% according to the Urban Redevelopment Authority’s (URA’s) Property Price Index. Fears of property bubbles building up within the Hong Kong and Chinese markets and consequent fierce government measures to moderate prices there, led to an influx of foreign investment into the local property market. Singapore’s transparent laws, favourable tax policies, stable political environment and expanding economy positioned us well as a safe haven for real estate investment. This coupled with attractive domestic interest rates and rising income among our population lent support to the strong property market in 2010.

Rentals of private residential properties increased by 17.9%, fuelled by expanding businesses activities leading to an influx of expatriates. Office rentals also increased, rising by 12.6% on the back of tightening supply and rising demand, particularly for quality office space. Overall rental increases were registered across all commercial sectors – office, shop and industrial properties.

Singapore’s successful repositioning over the last five years as a vibrant 21st century cosmopolitan city with a thriving business and financial sector, world class tourist attractions and more diverse retail offerings has yielded record tourist arrivals of 11.6 million visitors this past year. Orchard Road’s S$40 million makeover was completed. The opening of the two integrated resorts (IRs), Marina Bay Sands and Resorts World Sentosa, have further boosted tourist arrivals every month since May 2010. They have proved to be such massive hits that it has been forecasted that Singapore could overtake Las Vegas in terms of gaming revenues and visitors by as early as 2011. More significantly, the two IRs have raised the bar on visitor experience with family-styled attractions, dining and retail options and MICE venues which have contributed to an overall boost for the entire hospitality industry. The spillover effect from the IR has been palpably felt and significantly reflected in the increase in average hotel room rates and occupancy. Visitors were also drawn by recurring signature events such as the Formula One Singapore Grand Prix and its accompanying F1 Rocks. This year’s tourism receipts were also helped by the inaugural Youth Olympics.

Against this backdrop of robust economic showing, for the financial year ended 2010, our development and investment properties and hotel segments turned in healthy revenues. Construction of our local developments and overseas projects progressed well while our development launches met with success.

Singapore’s transparent laws, favourable tax policies, stable political environment and expanding economy

positioned us well as a safe haven for real estate investment. This coupled with attractive domestic interest rates and rising

income among our population lent support to the strong property market in 2010.

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C h A i R m A N ’ S l E T T E R T O S h A R E h O l D E R S

BuSiNESS PERfORmANCE

In 2010, we sold 448 number of residential units, a 6.3% decrease over 478 units sold in 2009. The slight decrease in number of units sold was on account of buyers’ cautiousness in response to the Government’s anti-speculative measures to maintain a stable and sustainable property market. We officially launched The Cascadia in Bukit Timah in May, selling 248 out of the 349 units launched. TOP for this development was received in November 2010. Suites@Orchard along Handy Road was soft-launched in October 2010 with strong sales achieved; 90 units out of 118 were sold. We release two more phases of our highly sought-after development, Pavillion Park, in April and June 2010. The 25 units and 40 units under Phase 2E and Phase 2F respectively were completely sold out. On the whole, our developments properties did well throughout the year, with only March and September posting a dip in sales, probably on account of the initial market reaction to the government’s announcement of the measures to rein in property prices.

In terms of the quality of our developments, Cairnhill Residences obtained an exceptional score on the CONQUAS (Construction Quality Assessment Scheme) for 2010 obtaining a score of 89. CONQUAS is a national yardstick for measuring the workmanship quality of building projects and Allgreen properties consistently fare well using this quality assessment scheme.

We did not secure any new sites in 2010 with the very fierce bidding that resulted in exceptionally high bids being placed for sites even in suburban areas. We are continuously monitoring the market and will abide patiently by our strategy of putting in bids for attractive sites at prices that will give us a good return on our investment. We anticipate that the coming year will see more sites put up for sale as the government had indicated that it would release more land to ensure an adequate supply of housing to meet demand. In the meantime, we remain in a strong position to continue rolling out projects to meet the current demand for housing, having acquired a number of good sites in 2007.

In line with increased visitor arrivals and higher average room rates and occupancy rates, which were S$212 and 86% respectively, our investment and hotel properties performed well. Average occupancy for Traders Hotel

was 87%, an increase of 16% while average room rates were about S$200 per apartment night. Great World Serviced Apartments was also positively impacted by the increased business activity. Average occupancy was 90% as compared with 80% the previous year while average room rates were about S$8,900 per apartment per month.

fiNANCiAl PERfORmANCE

We are pleased to announce that the Group’s turnover increased by 42%, to S$883.8 million, up from S$620.8 million in 2009. This was driven largely by the Group’s development properties, although all our business segments performed well. The projects launched in 2010 such as The Cascadia and Suites@Orchard, as well as our earlier launch, Holland Residences launched in January 2010, were well received and sold at good margins. As a result, there was a 30% increase in Group profit after tax attributable to shareholders (excluding fair value adjustment of investment properties) from S$173.6 million in 2009 to S$226.3 million.

The Board is pleased to recommend a tax exempt (one-tier) dividend of 5 cents per share for 2010 on account of our strong financial performance which, subject to shareholder’s approval, will be paid in May 2011.

OvERSEAS iNvESTmENT

Our development properties in China are making good progress. Our Shanghai Pudong Kerry Parkside, comprising a mixed hotel, office, retail and service apartment development will be ready for its soft opening in the first half of 2011. In September 2010 we launched the first phase of our 1,830-unit residential development in Chengdu to resounding success, selling almost all of the 460 units launched by December 2010. In May, we successfully bid for a third site in Tangshan City, Hebei Province together with Kerry Properties Limited and Shangri-La Asia Limited, our sister companies, at a consideration of RMB19,017,000. This site is adjacent to our existing site there, acquired in 2009, and will be integrated with that site for a better configuration of the proposed hotel development. The groundbreaking of the Tangshan site was conducted at the end of 2009 and construction will be commencing soon. Our other developments in Tianjin, Qinhuangdao and Shenyang are at various stages of development but all are progressing according to schedule.

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We are, likewise, making steady headway in Vietnam with our two planned developments there. Both residential projects are targeted at the higher end of the market. The first is in District 2 of Ho Chi Minh City, just off the slated new downtown, Thu Thiem. The second is a beachfront villa development in Vung Tau City which we anticipate will be a busy seaside town serving the port and offshore bunkering activities. We are also exploring the possibility of making headway into the mass market housing segment in Vietnam to cater to the pent-up demand for housing in a rapidly-growing young, middle-class market. Although the Vietnamese Dong is currently undergoing some downward pressures and inflation is rising, we continue to maintain our optimism in Vietnam based on its strong economic showing and potential upside in the property sector.

COmmuNiTy iNvOlvEmENT

In 2010, our significant contributions were to the Asian Women’s Welfare Association, Community Chest and Straits Times School Pocket Money Fund. In total we contributed approximately S$100,000 to various community causes. OuTlOOk

The Singapore economy is projected to grow at a much slower 4% to 6% in 2011 while globally, economic recovery is expected to be uneven. Growth is expected to be stronger in Asia than in Europe and the USA, where unemployment and ongoing balance sheet adjustments will dampen consumer demand. The risk of a contagion from the weaker European economies is still quite significant. China and India are still expected to continue on an upward growth trajectory. Closer to home, the outlook for the property market in Singapore, in the immediate future at least, has been dampened by the imposition, in January this year, of the most severe round of policy changes to date. These changes are aimed at further suppressing property prices which appeared to be remarkably resilient even after the introduction of the first three rounds of cooling measures. The increase in the holding period for the imposition of seller’s stamp duty (“SSD”), significant hike in the rate of SSD and the lowering of the loan-to-value limit for both corporations and individuals have resulted in a noticeable dampening of buyer sentiment and weaker volume of transactions. The government is expected to remain vigilant on property prices and has signaled

its intention to ensure sufficient land is made available for development to keep prices in check. Nevertheless, with interest rates likely to remain low and the economy remaining positive, demand for good quality homes is anticipated to stay strong, especially among first-time home buyers, wealthy individuals and long-term, high net worth investors. Furthermore, private housing will still be sought after among permanent residents and foreign investors. We, therefore, remain cautiously optimistic that healthy prices will persist particularly in the higher-end segment.

Barring unforeseen circumstances, we should remain profitable given the healthy sales in development projects and our portfolio of investment property continuing to be profitable.

ACkNOwlEDgEmENTS

On behalf of the Board, I would like to extend a warm welcome to Mr Lau Wah Ming and Mr Michael Chang, respectively appointed to the Board as an Independent Director on 4 May 2010 and as an Executive Director on 1 October 2010. Mr Lau brings with him over 20 years of experience having served in top positions in the public sector, including Secretary to the Prime Minister and Cabinet from 2004 to 2009 until his retirement in 2009. Mr Chang having worked in the industry for close to 40 years has an extensive network of contacts which the Board can readily draw upon. We look forward to their contributions which will certainly augment the Board’s functions and lead the Group to higher level of performances. I would like to express my most heartfelt appreciation to Mr Andrew Choo, who retired from the Group in September 2010 after 30 years of dedicated and exemplary service. We are pleased that we will not be deprived of his expertise as he continues to serve on the Board as a Non-Executive Director and as a consultant to the Group. It leaves me now to thank our many stakeholders, including our management and staff, our homebuyers, tenants, guests, consultants, contractors, suppliers, business partners and shareholders. Without their loyal support, we would not have achieved the successes of 2010. I am also grateful to members of the Audit Committee and my fellow Directors for their counsel, guidance and commitment. The year ahead holds great promise and I look forward to achieving further success with you.

gOh SOO SiAhExecutive Chairman24 February 2011

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B O A R D o f D i R E C T O R S

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1. 5.2. 4.3.

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1. Mr Goh Soo Siah 2. Mr Michael Chang Teck Chai 3. Mr Andrew Choo Hoo 4. Mr Khor Thong Meng 5. Mdm Kuok Oon Kwong 6. Mr Jimmy Seet Keong Huat 7. Mr Keith Tay Ah Kee

8. Mr Wan Fook Kong 9. Mr Ang Keng Lam 10. Mr Lau Wah Ming

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6. 7. 8. 9. 10.

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Joined Kuok (Singapore) Limited as an Executive Director in 1970 and started its property business in 1986. He was appointed Managing Director of Allgreen in 1990 and, Executive Chairman in January 2000. He has been on the Board of Shangri-La Hotel Limited since 1974. He also served on the Board of Sentosa Cove Pte Ltd from 1996 to 2003. In 1995 and 1996 he served as a Board member of Singapore Tourism Board. He is a graduate in Economics from the University of Singapore, and gained an MBA at the University of British Columbia, Canada. He is also a Chartered Accountant.

Joined the Company in 1981 and was appointed an Executive Director on 1 Oct 2010. He is responsible for the project management of some of the Company’s development projects. From 1972 to 1980, he was employed by the Public Works Department. He is a Member of the Royal Institution of Chartered Surveyors, the Chartered Institute of Arbitrators, Chartered Management Institute and Singapore Institute of Surveyors and Valuers. He holds a Professional Diploma in Quantity Surveying.

mR gOh SOO SiAh Age: 70Executive Chairman

mR miChAEl ChANg TECk ChAiAge: 68Executive Director

Joined Allgreen in 1980 and was appointed an Executive Director on 1 November 2000. Mr Choo retired from the employ of the Company on 30 September 2010 but remains on its Board as a non-Executive Director. Prior to joining the Company, he was involved in project management for eight years, with a large property development company. He is a Professional Engineer and a Fellow of the Institute of Engineers, Singapore. He graduated from the University of Singapore in 1968 with a Bachelor of Engineering Degree. In 1975, he obtained a Master of Business Management Degree from the Asian Institute of Management.

Joined Allgreen in 1982 and was appointed an Executive Director on 1 November 2000. Prior to joining the Company, he had six years’ experience as a building consultant in both private and public sectors. He is currently a Board Member of the National Fire and Civil Emergency Preparedness Council, and an Executive Committee Member of the Real Estate Developers Association of Singapore. He is also a Fellow of the Society of Project Managers. He graduated with a Bachelor of Engineering Degree (First Class Honours) from the University of Singapore in 1974, and holds an MBA from the University of California, Berkeley, USA.

Is an Advocate and Solicitor (Barrister-at-Law) from Gray’s Inn, London. She was in private legal practice in Malaysia from 1974 to 1983. In 1983, she joined Kuok (Singapore) Limited as the Company Secretary and Legal Advisor, and in 1984 she was appointed a Director. In 1986, she became a Director of Allgreen, and she also sits on the Boards of its subsidiary companies, Leo Property Management Pte Ltd, Cuscaden Properties Pte Ltd and Midpoint Properties Limited. In 1986, she was appointed Company Secretary of Shangri-La Hotel, Singapore, and in 1988 she joined its Board, being appointed Executive Chairman in January 2000. In November 1998, she was appointed Managing Director of Shangri-La Hotels (Malaysia) Bhd. She is also a Director of Shangri-La Hotel Public Company Limited (listed in Bangkok).

mR khOR ThONg mENg Age: 60Executive Director

mDm kuOk OON kwONg Age: 64Non-Executive Director

mR ANDREw ChOO hOO Age: 68Non-Executive Director

B O A R D o f D i R E C T O R S

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B e c am e an In d e p e n d e nt Director of Allgreen in April 1999. He began his local career with an international accounting firm in 1969, and subsequently was employed in commerce for six years with a multinational group of companies in Singapore. He commenced professional practice from 1978 to 1986, and thereafter with an international accounting firm, from which he retired in 1996. Since then, he has been appointed a Director of several corporations, including public listed and private companies.

Was appointed as a Director of Allgreen in January 2000. He was Chairman and Managing Partner of KPMG Peat Marwick, from 1984 to 1993. He now serves on the Boards of several public companies. He is currently Chairman of Stirling Coleman Capital Ltd. He is also on the board of the Singapore International Chamber of Commerce, of which he was Chairman from 1995 to 1997.

mR Jimmy SEET kEONg huATAge: 73Independent Director

mR kEiTh TAy Ah kEE Age: 66Independent Director

Joined the Kuok Group in 1976 as a senior executive. In June 2008, he was appointed the Vice-Chairman of Kerry Holdings Limited, the immediate holding company of Kerry Properties Limited (“KPL”), a company listed on the Hong Kong Stock Exchange and in which he was the Chairman from August 2003 to June 2008. Mr Ang is a member of the National Committee of the Chinese People’s Political Consultative Conference. He is the Chairman of Kerry Logistics Network Ltd since July 2000. He is also the Chairman of China World Trade Center Company Limited, which is listed on the Shanghai Stock Exchange and the chairman of a number of companies in the PRC. He has recently been appointed as Executive Director of Beijing Properties (Holdings) Limited in Jan 2011. He has a Bachelor’s degree in Civil Engineering from the University of Western Australia and an MBA from the University of Toronto, and has also completed the International Advanced Management Program at Harvard Business School in November 1998.

Was appointed as an independent Director of Allgreen in May 2010. He retired in December 2009 as the Cabinet Secretary and Secretary to the Prime Minister, after serving 40 years in the public sector. His training is in systems engineering and business administration, and he has broad experience in areas which include public policy administration, economic development, finance, human resource management, transport and communications, education, infrastructure, housing and land planning, and in legal policy development. He is currently Chairman of the Bishan Home for the Intellectually Disabled, and Vice-Chairman and Executive Director on the Board of WaterTech Pte. Ltd. He is a consultant with a law corporation, a Principal Mediator with the Singapore Mediation Centre and also does consultancy work for listed companies.

mR ANg kENg lAm Age: 64Non-Executive Director

mR lAu wAh miNg Age: 65Independent Director

Is a Chartered Surveyor with more than 30 years’ experience in the real estate industry, in both the public and private sectors. Beginning his career in HDB, he next joined a leading real estate developer, before moving into private practice. In private practice, he has been a Proprietary Partner in Jones Lang Wootton, a Director and Shareholder in Colliers Goh and Tan (now known as Colliers International), and ran his own practice. He was Group Executive Director of the Chambers Group of Companies, a real estate consultancy practice. He was a Council member of the Singapore Institute of Surveyors and Valuers, and has also served on the Building Advisory Committee of the Ngee Ann and Singapore Polytechnics. He is also a past President of the Association of Property and Facility Managers. He became an Independent Director of Allgreen in April 1999.

mR wAN fOOk kONg Age: 64Independent Director

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B O A R D o f D i R E C T O R S

NAmE Of DiRECTOR PRESENT PRiNCiPAl DiRECTORShiPS AND mAJOR APPOiNTmENTS

PAST DiRECTORShiPS hElD iN ThE lAST 3 yEARS

Goh Soo Siah Allgreen Properties LimitedShangri-La Hotel LtdKuok (Singapore) LtdMidpoint Properties LimitedShanghai Pudong Kerry City Properties Co., Ltd.Tianjin Kerry Real Estate Development Co., Ltd.

Evergreen Park Pte LtdQueenstown Peak Pte LtdThomson Green Pte Ltd

Andrew Choo Hoo Allgreen Properties Limited Thomson Green Pte Ltd

Khor Thong Meng Allgreen Properties LimitedNational Fire and Civil Emergency Preparedness Council (Board Member)Real Estate Developers Association ofSingapore (Executive Committee Member)Society of Project Managers (Fellow)Tianjin Kerry Real Estate Development Co., Ltd.

Evergreen Park Pte LtdQueenstown Peak Pte LtdThomson Green Pte Ltd

Ang Keng Lam Allgreen Properties Limited Kerry Holdings LimitedChina World Trade Center Company LimitedBeijing Properties (Holdings) Limited

Kerry Properties Limited

Kuok Oon Kwong Allgreen Properties LimitedKuok (Singapore) LtdMidpoint Properties LimitedShangri-La Hotel LtdShangri-La Hotels (Malaysia) BhdDalit Bay Golf & Country Club BhdKuok Brothers Sdn BhdShangri-La Hotel Public Company Ltd (Thailand)

International Hotel Management School Pte LtdFull Grow Group Inc.Shangri-La Asia Limited

Jimmy Seet Allgreen Properties Limited Wincox Trading Pte Ltd

The principal directorships and major appointments of the directors, past and present, are set out below:-

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NAmE Of DiRECTOR PRESENT PRiNCiPAl DiRECTORShiPS AND mAJOR APPOiNTmENTS

PAST DiRECTORShiPS hElD iN ThE lAST 3 yEARS

Keith Tay Allgreen Properties LimitedSingapore Post LimitedRotary Engineering LtdFJ Benjamin Holdings LtdStirling Coleman Capital LimitedSingapore Reinsurance Corporation LtdSingapore Airport Terminal Services LimitedSP PowerAssets LimitedAMVIG Holdings LimitedPowerGas LimitedYTL Starhill Global REIT Management LimitedTFK Corporation (Japan)Singapore Institute of Directors Singapore International Chamber of Commerce

Singapore Power Ltd Pokka Corporation (Singapore) LtdAviva Limited

Wan Fook Kong Allgreen Properties LimitedFK Wan Property Consultants Pte LtdProperty Facility Services Pte LtdFine Grain Property Consortium Pte LtdFG Property No. 1 Pte LtdIbase Technology Pte Ltd AA Traffic Pte LtdAA Vehicle Inspection Centre Pte LtdRotary Club of Sentosa Charity LtdUnited Valuers Pte Ltd

Global Creatif Financial Pte LtdFine Grain Property Pte Ltd

Lau Wah Ming Allgreen Properties LimitedWaterTech Pte. Ltd

Michael Chang Allgreen Properties LimitedWyndham Construction (Pte) LtdLeo Property Management Pte Ltd

Evergreen Park Pte LtdMyanmar Piling Pte Ltd

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m A N A g E m E N T T E A m

1. Mr Wong Lin Chye 2. Ms Jenny Ng Cheow Nghee 3. Mr Teo Keng Chiong4. Ms Lim Geak Keong 5. Mr Yong Voon Chen 6. Ms Irene Tan Sock Eng

1. 5. 6.2. 4.3.

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Page 21: AllGreen AR 2010

1. Mr Goh Soo Siah 2. Ms Isoo Tan 3. Mr Khor Thong Meng4. Ms Henrietta Chong 5. Mr Michael Chang 6. Ms Lim Poh Hiang

1. 2. 3. 4. 6.5.

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Joined the Company in 1983. He is responsible for the project management of some of the Company’s development projects. He is currently the Country Head for Vietnam. Before joining the Company, he worked in property management in both public and private sectors for four years. He graduated from the University of Singapore with a BSc Degree in Estate Management in 1979.

mR wONg liN ChyE Director Of Development

Joined the Company in 1993. She is responsible for the leasing of retail units in Tanglin Place, Tanglin Mall and Great World City. She has more than 27 years’ experience in tenant relations and the leasing of space for retail and commercial centres. Prior to joining the Company, she spent 13 years as Tenant Relations Manager and Leasing Manager for a listed property company.

Joined the Company in November 1999. She is responsible for the overall management of the Company’s serviced apartments. She has more than 27 years in the hospitality industry with about 17 years in sales and marketing, and more than a decade in operations and general management. Currently she is also serving as the Vice-President of the Singapore Serviced Apartments’ Association.

mS hENRiETTA ChONg General Manager (Hospitality)

mS iRENE TAN SOCk ENg Marketing Director (Retail)

Joined the Company from 1995 to 2006 and rejoined the Company in July 2008. She is responsible for overseeing the Allgreen Group’s financial and management accounting payroll and taxation matters. From 2006 to July 2008, she was a Finance Manager of the property division of the F&N group. Prior to joining the Allgreen Group in 1995, she was an auditor with an international public accounting firm. She holds a Bachelor of Accountancy Degree (Honours) from the Nanyang Technological University and is a Certified Public Accountant.

mS lim POh hiANg Financial Controller

m A N A g E m E N T T E A m

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Joined the Company in 1995. She is responsible for operations, centre management and tenant liaison for Tanglin Place, Tanglin Mall and Great World City. She has more than 27 years’ experience in the retail and shopping centre business.

Joined the Company in August 2000. She is responsible for overseeing Allgreen Group’s legal and corporate secretarial matters. Prior to joining the Company, she had over six years’ experience in private practice at major law firms in Singapore, and over three years’ in-house legal experience with a conglomerate having diversified business interests. She holds a Bachelor of Law Degree (Honours) from the National University of Singapore.

mS JENNy Ng ChEOw NghEECentre Director

mS iSOO TANCompany Secretary & Legal Counsel

Joined the Company in 1994. He is in charge of the Marketing Department and responsible for the marketing of the Company’s residential projects, as well as the leasing of office space at Great World City. He has more than 16 years’ experience in real estate marketing and project management. Before joining the Company, he worked with the public housing authority for four years. He holds a Bachelor of Building Degree (Honours) from the National University of Singapore and a Postgraduate Diploma in Financial Management.

Joined the Company in 1990. He is responsible for project management and also heads the Company’s Quality Assurance Department. Before joining the Company, he worked with the Housing and Development Board. He holds the Bachelor of Science (Building), Postgraduate Diploma in Building Science and Masters of Science (Real Estate) degrees from the National University of Singapore. He is a member of the Singapore Institute of Surveyors and Valuers.

Joined the Company in 1987. She is responsible for project management. Before joining the Company, she had 5 years’ experience in private practice at architectural firms in Singapore. She holds the Bachelor of Architecture Degree from the National University of Singapore.

mR TEO kENg ChiONgDirector Of Development

mS lim gEAk kEONg Director Of Development

mR yONg vOON ChEN Director Of Sales

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C A l E N D A R o f E v E N T S

JANuARy 2010

Holland Residences was soft launched on 26 Jan.

fEBRuARy 2010

The Company released its unaudited consolidated results for year ended 31 December 2009 on 25 February which reported a 141% improvement in the Group’s profit attributable to the shareholders from S$67.4 million in 2008 to S$162.7 million in 2009.

APRil 2010

Phase 2E of the Pavilion Park was launched on 20 April.

The Annual General Meeting was held on 28 April at the Traders Hotel.

The Company released its unaudited first quarter 2010 results on 28 April. The Group’s attributable profit improved by 23% from S$33.3 million in 1Q 2009 to S$40.8 million in 1Q 2010.

mAy 2010

Mr Lau Wah Ming was appointed as an Independent Director to the Board of the Company on 4 May and joined the Audit Committee on 12 May.

On 18 May, the Company successful bidded for a third site in Tangshan City, Hebei Province, PRC together with its sister companies, Kerry Properties Limited and Shangri-La Asia Limited at a consideration of RMB19,017,000. The site is adjacent to an existing Tangshan site (acquired in 2009 for a hotel development) and will be integrated with this site for a better configuration of the proposed hotel development.

The Cascadia was officially launched to the public on 22 May with fairly strong sales achieved.

JuNE 2010

Company staff enjoyed a 4-day trip to Hoi An, Vietnam.

Phase 2F of the Pavilion Park was launched on 12 June.

AuguST 2010

The Company released its unaudited second quarter and half year results on 12 August. The Group’s attributable profits improved by 41% from S$52.7 million in 1H2009 to S$74.4 million in 1H2010.

Holland ResidencesVIVA

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SEPTEmBER 2010

Mr Andrew Choo retired from the employ of the Company on 30 September but remains on the Board as a Non-executive Director. He is also engaged as a consultant to the Company after his retirement.

OCTOBER 2010

Mr Michael Chang was appointed as an Executive Director to the Board on 1 October.

Suites at Orchard was soft-launched on 13 October with strong sales achieved.

NOvEmBER 2010

The Company released its unaudited third quarter results on 10 November which saw an improvement of the Group’s profit attributable to shareholders from S$126.7 million in 9 months of 2009 to S$130.3 million in 9 months of 2010.

DECEmBER 2010

The Group entered into a share transfer agreement on 31 December for the transfer of 15% equity interest in Kerry (Shenyong) Real Estate Development Co Ltd (“KSRE”) to Shangri-La Asia Limited. KSRE is a joint venture set up to develop a mixed use development in Shenyang, PRC.

fEBRuARy 2011

The Company released its unaudited consolidated results for the year ended 31 December 2010 on 24 February which reported a significant increase in the Group’s profit attributable to the shareholders from S$162.7 million in 2009 to S$290.7 million in 2010.

Suites @ Orchard One Devonshire

Page 26: AllGreen AR 2010

Holland Residences

Page 27: AllGreen AR 2010

In October 2010, Suites@Orchard, a well-situated 99-year leasehold development along Handy Road

comprising 118 units was launched with strong sales achieved, despite the announcement shortly

before by the Government of measures introduced to cool the property market.

Our development properties turned in a strong performance in 2010, propelled by the buoyant economy.

A total of 448 units (as at 31 December 2010) were sold from our 11 projects.

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DEvElOPmENT PROPERTiES

Our development properties turned in a strong performance in 2010, propelled by the buoyant economy. A total of 448 units (as at 31 December 2010) were sold from our 11 projects.

We launched three new developments during the course of the year. In January 2010, we launched Holland Residences to much success. 78 units out of the 83-unit development have been sold to date. Our high-end 536-unit condominium development along Bukit Timah Road, The Cascadia, was officially launched in May 2010. 248 out of the 349 units released for sale were taken up. TOP was obtained on 19 November 2010. In October 2010, Suites@Orchard, a well-situated 99-year leasehold development along Handy Road comprising 118 units was launched with strong sales achieved, despite the announcement shortly before by the Government of measures introduced to cool the property market. 90 units were sold with 28 units left. Our popular landed development in Bukit Batok, Pavilion Park, continued to attract discerning buyers. We launched two more phases, Phase 2E in April 2010 and Phase 2F in June 2010. Both Phases 2E and 2F were completely sold out. In year 2010, we sold 69 units of this development with only one showflat left from the earlier launches of Phases 1C to 2F.

Work on One Devonshire, our up-market 152-unit condominium is progressing according to schedule. The development is expected to receive TOP next year. Construction of RV Residences along River Valley, a 248-unit residential development of one, two and three-bedroom units with rooftop swimming pool, attic and basement car park is slated to commence next year, with sewerage works already in progress. We have three other launch-ready developments – RiverBay and Riviera 38 at Mar Thoma Road and Sky Suites@Anson at Enggor Street which may be released to the market in 2011.

We did not make any successful bid for land tenders held in 2010, as many of the bids by other developers were much higher than what we would have been prepared to offer in order to get a good return on investment. Nonetheless, we will monitor the market in the coming year as the government has made it clear that it intends to release more sites, particularly in the suburban area, for residential development.

CONSTRuCTiON AND mANAgEmENT

Due to the positive results achieved from the upgrading works to the operational equipment in Great World City Office, among them, the air-conditioning and chiller systems, a similar Energy Audit was conducted for Tanglin Mall in 2010, with plans to proceed with similar upgrading works of the air-conditioning and mechanical ventilation system. Also in the works for 2011 is the replacement of the 22kV High-Tension Switchgears at Great World City. We will be upgrading our EPS Parking System to be CEPAS (Contactless ePurse Application Standard) compliant at both Great World City and Tanglin Mall in 2011.

iNvESTmENT PROPERTiES AND hOTEl

Revenue from our investment properties, namely Great World City Office and Retail, Great World Serviced Apartments, Tanglin Mall and Tanglin Place increased by 7% due to higher rentals achieved by most of the properties given the high demand for commercial and residential space during the year. Traders Hotel also generated higher revenues from increased room rates. Overall, this segment contributed 19.5% of total revenue, a decrease of 4.9% compared with 24.4% of total revenue last year.

Midpoint Properties Limited, which owns Great World City development, made a profit before tax and fair value adjustment of S$61 million. Cuscaden Properties Pte Ltd, the holding company for Tanglin Mall, Tanglin Place and Traders Hotel, posted a profit before tax and fair value adjustment of S$31.1 million.

O P E R A T i O N S R E v i E w

We launched two more phases, Phase 2E in April 2010 and Phase 2F in

June 2010. Both Phases 2E and 2F were completely sold out.

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Holland Residences

VIVA

Skysuites @ Anson

Skysuites @ Anson

One Devonshire

One Devonshire

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O P E R A T i O N S R E v i E w

gREAT wORlD SERviCED APARTmENTS

We achieved an average occupancy of 90% at Great World Serviced Apartments as compared with 80% in 2009.

We will be refurbishing all the soft-furnishings in the living and dining areas of our apartments in 2011.

The outlook for this sector remains good. Singapore and regional economies are expected to remain strong. Demand for our serviced apartments from executives on short-term assignments as well as from business travelers attending the robust pipeline of conferences and conventions in the next two years will ensure our rental and occupancy rates remain at healthy levels.

RETAil

Tanglin Mall and Great World City achieved almost 100% occupancy with renewals ranging between 5 and 15 % higher.

Some minor reconfiguration of retail space was undertaken at Great World City Basement 1 and level 2 with certain tenants choosing not to renew and others requiring a larger retail presence. Basement 1 saw a downsizing in premises by one of our tenants which allowed some new tenants to take up retail space. We now have a mix of retail outlets, comprising Yoguru, Chocolate Factory, Ta-ze and a Singapore Pool’s outlet. On level 2, Motherwork has expanded its retail space and incorporated a delectable cup cake café within its premises. Some tenants have revamped their store fronts, lending a more vibrant and exciting look to the stores. There are now more stores catering to children’s needs, among them Pumpkin Patch and Kidz Story, which ties in well with Great World City’s positioning as a family-oriented suburban mall within the

Orchard/River Valley enclave. Adding to the vibrancy of the retail mix, are also retails outlets selling exotic products such as Mount Sapola which sells unique Thai toiletries.

We did not do any further reconfiguration to Tanglin Mall which has undergone extensive renovation as well as reconfiguration in recent years. The tenant mix remains relatively stable, with almost 80% of tenants renewing their leases.

OffiCES

Since the second quarter of 2010, Singapore’s office market has been performing well. Rising employment and the growing financial and services sectors are just some of the factors which prompted an expansion of business activity here. As such, Great World City achieved 95.9% occupancy as at December 2010 with committed occupancy around 97.2% at year end compared with 95.9% in 2009. Tanglin Place had average occupancy of 92.9% with 95.7% committed occupancy at the end of 2010 compared with 97.4% in 2009. Real estate analysts have predicted that office rentals are set to rise between 15 to 20%, outpacing the residential market which augurs well for our properties.

TRADERS hOTEl

The rebound in tourist arrivals of 11.6 million, a 19.5% increase from the relatively weak 2009 levels of 9.7 million had a positive impact on Traders Hotel. Total occupancy increased by 16% to 87%, up from 71% last year. Average room rates increased by S$18 or 10%, which is in line with increased room rates across the industry.

The tourism sector in Asia and Singapore is powering ahead which will boost inbound travel to Singapore. The successful opening of the two Integrated Resorts (IRs), already touted to overtake Las Vegas in terms of visitors and revenue by 2012, will continue to have a positive spillover effect to the hotel industry in general, boosting average occupancy and room rates overall. Additionally, recurring world-class events such as the

In Chengdu, the first phase of 460 units of our development was launched and as at end

Dec 2010, it was substantially sold out fetching between RMB11,000 to RMB12,000

per square metre.

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Formula One Singapore Grand Prix, FI Rocks and Zouk Out will nudge Singapore into the league of top global destinations.

SuPPORT OPERATiONS

Leo Property Management Private Limited oversees the project management of all Allgreen’s properties and hotel projects. Together with other support operations, they accounted for 0.1% of total revenue for both 2010 and 2009.

OvERSEAS iNvESTmENTS

We are looking ahead to the soft opening of the Shanghai Pudong Kerry Parkside in the first half of 2011. In Chengdu, the first phase of 460 units of our development was launched and as at end Dec 2010, it was substantially sold out, fetching between RMB11,000 to RMB12,000 per square metre. We will be launching the remaining units of this 1,830-unit development in subsequent phases. We were successful in obtaining a third site in Tangshan City, Hebei Province after putting in a bid for RMB19,017,000 with our sister companies, Kerry Properties Limited and Shangri-La Asia Limited. With this additional site, we will now be able to reconfigure our proposed hotel development there. Our other sites in China are at various stages of development. For our sites in Tianjin, basement works are currently in progress, while piling works for phase 1 have commenced at our Shenyang site. For Qinhuangdao, planning approvals are in progress. Our focus in the China market presently is to sell our existing stock. The market in China is holding up well and despite some uncertainty in the market, we have managed our risks well and are optimistic about the continued strength of the market.

On 31 December 2010, we entered into a share transfer agreement with Shangri-La Asia Limited’s subsidiary for the transfer of 15% equity interest held by us in Kerry (Shenyang) Real Estate Development Co., Ltd (“KSRE”). Given the experience of the Shangri-La Group in the hotel industry, it would benefit the project greatly to allow the participation of a hotel operator which would bring better prospects, success and enhanced value for KSRE.

Our planned developments in Vietnam, in Ho Chi Minh City and in Vung Tau City are proceeding steadily. The first, in District 2 of Ho Chi Minh City is just off the planned new downturn area of Thu Thiem which will comprise commercial and residential developments. Thu Thiem is located across the Saigon River from the existing CBD area. With the opening of a tunnel next year which will pass through Thu Thiem and District 2, our project will be only 10 minutes away from the CBD. Piling works of our development have been completed and our showflat is ready for the official launch. Our proposed development in Vung Tau City is still in the planning stages. Vung Tau City is gradually transforming itself into a bunkering hub with off-shore oil exploration and port activities flourishing. It is also a popular destination for weekend getaways from Ho Chi Minh City. As such, we are planning to develop beachfront villas over 23 hectares which will be built in phases. The development will be aimed primarily at wealthy Vietnamese who want a second holiday home or who would like to purchase an investment property for rental to expatriates working in the area. Our outlook for Vietnam is positive. With a burgeoning middle class, there is a pent up demand for housing which is currently often on the basis of shared tenements. We are exploring the possibility of entering the mass market segment, as the Vietnamese government looks into ways to collaborate with private developers to meet the mass market demand for housing.

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P R O g R E S S R E P O R T

ThE CASCADiA435 out of 536 units have been sold to date.

CAiRNhill RESiDENCES97 apartments. All units have been sold. TOP was obtained in November 2009.

PAviliON PARkAll units in Phases 1A and 1B have been fully sold and TOP issued.

Phase 1C was launched in May 2007. To date all 43 units have been sold. TOP was obtained in February 2008 and 2009. Phase 2A was launched in November 2007. To date, 16 out of 17 units have been sold. TOP was obtained in January 2010.

Phase 2B was launched in December 2007. All 30 units have been sold. TOP was obtained in June 2010.

Phase 2C was launched in January 2008. All 40 units have been sold.

Phase 2D was launched in September 2009. All 40 units have been sold.

Phase 2E was launched in June 2010. All 25 units have been sold.

Phase 2F was also launched in June 2010. All 40 units have been sold.

The remaining phases with units of approximately 156 terraces and semi-detached houses have not been launched.

ONE DEvONShiRE 152 condominium units. The project was launched in June 2009. All units have been sold.

hOllAND RESiDENCES83 condominium units. The project was launched in January 2010. 78 units been sold.

vivA235 condominium units. Relaunched on 3 August 2009. All units have been sold.

SuiTES AT ORChARD118 apartment units. Project was launched on October 2010. 90 units have been sold to date.

RivERBAy147 apartment units. Showflats completed.

RiviERA 38102 apartment units. Showflats completed.

Rv RESiDENCES248 apartment units. Showflats completed.

SkySuiTES@ANSON360 condominium units and 5 commercial units. Showflats completed.

wEST COAST ROAD131 apartment units. At planning stage.

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D E v E l O P m E N T P R O P E R T i E SAs at 31 December 2010

NAmE/lOCATiON

TENuRE TyPE Of DEvElOPmENT

STAgE Of CONSTRuCTiON

ACTuAl / ExPECTED yEAR Of TEmPORARy OCCuPATiON PERmiT

EffECTivE EquiTy iNTEREST(%)

SiTE AREA(Sqm)

gROSS flOOR AREA(Sqm)

Pavilion Park at Bukit Batok Road

FH Landed 90

- Phase 1Ca- Phase 1Cb

TOPTOP

Feb 2008Feb 2009 10,990 10,063

- Phase 2A TOP Jan 2010 3,960 3,614- Phase 2B TOP Jun 2010 6,441 6,383- Phase 2C Under Construction 2011 8,968 8,492- Phase 2D Under Construction 2011 8,950 8,498- Phase 2E Under Construction 2013 6,309 5,300- Phase 2F Under Construction 2013 9,018 8,500- Phase 1D/2G-2J Planning Stage N.A. 38,297 33,221

The Cascadia at Bukit Timah Road

FH Condominium TOP Nov 2010 65 27,571 57,072

One Devonshire at Devonshire Road

FH Condominium Construction In Progress

2011 70 7,329 20,522

Holland Residences at Taman Warna

FH Condominium Construction In Progress

2012 100 6,855 10,557

VIVA at Jalan Korma

FH Condominium Construction In Progress

2012 80 11,901 33,324

RV Residences at River Valley Road

999 Apartments Showflats Completed N.A. 92 6,723 18,824

Riviera 38 at Mar Thoma Road

999 Apartments Planning Stage N.A. 100 2,828 7,918

RiverBay at Mar Thoma Road

999 Apartments Planning Stage N.A. 100 3,837 10,744

SkySuites@Anson at Enggor Street

99 Apartments Planning Stage N.A. 90 2,788 23,420

Project at West Coast Road

FH Condominium Planning Stage N.A. 100 7,254 10,156

Suites at Orchard 99 Apartments Showflats Completed N.A. 100 3,586 10,041

173,605 286,649

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O v E R S E A S i N v E S T m E N T SAs at 31 December 2010

COuNTRy/CiTy

TENuRE TyPE hOlDiNg COmPANy

EffECTivE EquiTy

iNTEREST(%)

SiTE AREA(Sqm)

gROSS flOOR AREA (Sqm)

Leasehold up to:

China(Shanghai)

31 Dec 2055 Mixed (Office/Serviced

Apartments/ Retail/Hotel)

Allgreen Properties (Shanghai)

Pte. Ltd.

16 58,900 230,000

China(Tianjin)

23 Jan 2078(for residential)

23 Jan 2058(for non

residential)

Mixed (Residential/

Office/ Serviced Apartments/Retail/Hotel)

Allgreen Properties (Tianjin)Pte. Ltd.

31 86,164 499,000

China(Chengdu)

Site (I):11 Sep 2077

(for residential)11 Sep 2047

(for commercial)

Mixed (Residential/Commercial)

Allgreen Properties(Chengdu)

Pte. Ltd.

Site (II):31 Oct 2077

(for residential)31 Oct 2047

(for commercial)

25 141,661 645,317

Site (III) 28 March 2078(for residential)28 March 2048

(for commercial)

China(Qinhuangdao)

Site (I):31 May 2077

(for residential)31 May 2047

(for commercial)

Mixed (Residential/

Retail)

Allgreen Properties

(Qinhuangdao)Pte. Ltd.

10 194,199 442,200

Site (I) 31 May 2077

(for residential)

China(Shenyang)

4 August 2059(for residential)4 August 2049

(for commercial)

Mixed (Hotel/Office/ Retail/Apartments)

Allgreen Properties(Shenyang)

Pte. Ltd.

30 172,694 1,361,598

China(Tangshan)

14 April 2080(for residential)14 April 2050

(for hotel)

Mixed (Hotel/ Residential)

Jeston Investments

Pte Ltd

25 94,769 277,503

Vietnam(Ho Chi Minh City)

* Residential Allgreen Properties

(Vietnam) Pte. Ltd.

65 15,591 86,460

Vietnam(Vung Tau City)

* Residential Allgreen Properties

(Vietnam) Pte. Ltd.

90 228,786 142,150

992,764 3,684,228

* Land Use Rights Certificate has not been issued.

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i N v E S T m E N T P R O P E R T i E S & h O T E l

NAmE/lOCATiON TENuRE TyPE hOlDiNg COmPANy

EffECTivE EquiTy

iNTEREST(%)

NET lETTABlE AREA (Sqm)/

NO. Of ROOmS

Tanglin Mall163 Tanglin Road

Leasehold to 30 May 2090

Retail Cuscaden Properties Pte

Ltd

55.4 13,592 sqm

Traders Hotel1A Cuscaden Road

Leasehold to 30 May 2090

Hotel Cuscaden Properties

Pte Ltd

55.4 546 rooms

Tanglin Place 91 Tanglin Road

Freehold Retail/Office Tanglin Place Development

Pte Ltd

55.4 3,193 sqm

Great World City Mall1 Kim Seng Promenade

Freehold Retail Midpoint Properties

Limited

100 37,911 sqm

Great World City Offices1 Kim Seng Promenade

Freehold Office Midpoint Properties

Limited

100 29,423 sqm

Great World Serviced Apartments2 Kim Seng Walk

Freehold Serviced Apartments

Midpoint Properties

Limited

100 304 apartments

Page 36: AllGreen AR 2010

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C O R P O R A T E S T R u C T u R E

Boonridge Pte Ltd- The Cascadia at

Bukit Timah Road

Allgreen Properties (Qinhuangdao) Pte. Ltd.

Binjai Crest Pte Ltd- Binjai Crest at

Jalan Kampong Chantek

AllgREEN PROPERTiES limiTED- SuItES At ORCHARD (HANDy ROAD)

- PROjECt At WESt COASt ROAD

Allgreen Properties Management Services

Co., Ltd.

Allgreen - Vuong Thanh Company Limited.

Allgreen - Vuong Thanh - Trung Duong Co., Ltd

Lucky Billion Development (Qinhuangdao) Co., Ltd

Sky Fair Development (Qinhuangdao) Co., Ltd

Shanghai Pudong Kerry City Properties Co. Ltd.

(Investment in Shanghai Expo)Allgreen Properties (Shanghai) Pte. Ltd.

Allgreen Properties (Shenyang) Pte. Ltd.

Bukit Batok Development Pte Ltd

- Pavilion Park at Bukit Batok Road

Allgreen Properties (Tianjin) Pte. Ltd.

Cairnhill Green Pte Ltd- Cairnhill Residences

at Cairnhill Circle

Allgreen Properties (Vietnam) Pte. Ltd.

Devonshire Peak Pte Ltd - One Devonshire at

Killiney Road

Arcadia Development Pte. Ltd.

- SkySuites@Anson

Eastwood Green Pte Ltd- Riviera 38 at

Mar Thoma Road

Asiawide Resources Pte Ltd- RV Residences at River Valley Road

Green Bay Pte Ltd- RiverBay at

Mar Thoma Road

Leo Property Management Private Limited

(Project Management & Estate Agent)

Cuscaden Properties Pte Ltd- Tanglin Mall- Traders Hotel

Holland VillageDevelopment Pte Ltd- Holland Residences

at Taman Warna

Belfin Investments Pte. Ltd.(Dormant)

Hengyun Real Estate (Tangshan) Co., Ltd.

Ruihe Real Estate (Tangshan) Co., Ltd.

Kerry (Shenyang) Real Estate Development Co., Ltd.

Tianjin Kerry Real Estate Development Co., Ltd.

Golden Age Joint Venture Ltd. Co.

Allgreen – Vuong Thanh Properties

Company Limited

Kerry Development (Chengdu) Ltd.

25%

25%

10%

10%

16%

30%

31%

65%

98%

98%

90%

100%

25%100%

100%

100%

55.4%

25%

100%

100%

100%

100%

100%

100%

70%

80%

65%

90%

100%

100%

100%

100%

100%

90%

92%

100%

25%

25%

Million Palace Development

(Chengdu) Co., Ltd

Wealthy Plaza Development

(Chengdu) Ltd.

Allgreen Properties (Chengdu) Pte. Ltd.

- Investment in Chengdu

Benefit Investments Pte. Ltd. (Dormant)

Central LaundryPte Ltd

(LaundryServices)

Tanglin Place Development

Pte Ltd-Tanglin Place

Jeston Investments Pte Ltd

Page 37: AllGreen AR 2010

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100%

100%

100%

43%

100%

100%

85%

100%

75%

100%

100%

80%

Midpoint Properties Limited

- Great World Serviced Apartments

- Great World City (Retail)

- Great World City (Office)

Petals DevelopmentPte. Ltd.

(Dormant)

Ong Lye DevelopmentPte. Ltd. #

- Cherry Gardens at Lorong Lew Lian

Perfect Bright Pte. Ltd.(Dormant)

Rufiji Pte Ltd- D’Lotus at

Lorong Ampas

Thomson Peak Pte Ltd- VIVA at Jalan Korma

Wyndham Supplies Pte Ltd(Building Materials)

Woodleigh Gardens Pte Ltd-Blossoms@Woodleigh

Wyndham Asia Co Ltd (Building Materials)

(Myanmar)

Yishun Residency Pte Ltd - The Shaughnessy at

Miltonia Close/Yishun Ave 1

Valleypoint Investments Pte. Ltd.

(Dormant)

Wyndham Construction (Pte) Ltd

(Construction)

# In MeMbeRS’ VOLUntARy LIqUIDAtIOn

Page 38: AllGreen AR 2010

2,295(57.6%)

2,295(57.6%)

1,684(42.3%)

1,684(42.3%)

1,300(39.3%)

1,300(39.3%)

As At 31 December 2010

As At 31 December 2009

totAl Assets (in Millions)

Bilateral Bank notes Bilateral Bank notes

MediuM terM notes MediuM terM notes

3(0.1%)

49%

3(0.1%)

39%

1,654(40.8%)

2,295(57.6%)

2,395(59.1%)

51%

1,684(42.3%)

61%

inVestMent ProPerties and Hotel

inVestMent ProPerties and Hotel

deVeloPMent ProPerties

otHers

deVeloPMent ProPerties

otHers

F I N A N c I A l H I G H l I G H t s

As At 31 December 2009

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As At 31 December 2010

source of borrowING

Page 39: AllGreen AR 2010

(2) Return and earnings are based on Group’s attributable profit before fair value adjustments of investment properties

(1) This profit excluded the fair value adjustments of investment properties

returN on sHAreHolDers’ FuND (2)

eArNINGs per sHAre (2)

- bAsIc (in cents)returN on Assets (2)

turNover By busINess seGmeNt(in s$ Million)

1000

900

800

700

600

500

400

300

200

100

0

06 07 08 09 10

development Propertiesinvestment Properties & Hotelothers

proFIt beFore tAx By seGmeNt (1)

(in s$ Million)

450

400

350

300

250

200

150

100

50

0

-50

06 07 08 09 10

Head Office Expenseothersinvestment Properties & Hoteldevelopment Properties

proFIt AttrIbutAble to sHAreHolDers (1)

(in s$ Million)

250

200

150

100

50

0

06 07 08 09 10

06 07 08 09 10

9%

8%

7%

6%

5%

4%

3%

2%

1%

0%06 07 08 09 10

9%

8%

7%

6%

5%

4%

3%

2%

1%

0%06 07 08 09 10

16

14

12

10

8

6

4

2

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f i N A N C i A l h i g h l i g h T S

2010 2009 % change

For The year (S$'000)revenue

1st Quarter 155,936 80,733 93.15%2nd Quarter 177,632 84,628 109.90%3rd Quarter 158,533 293,116 -45.91%4th Quarter 391,723 162,299 141.36%Total 883,824 620,776 42.37%

Profit/(Loss) attributable To Shareholders - before fair value adjustments of investment properties

1st Quarter 34,948 29,231 19.56%2nd Quarter 39,424 23,422 68.32%3rd Quarter 55,907 74,000 -24.45%4th Quarter 96,039 46,991 104.38%Total 226,318 173,644 30.33%

Profit attributable To Shareholders - after fair value adjustments of investment properties 290,654 162,741 78.60%

Proposed Dividends 79,519 63,615 25.00%

aT year enD (S$'000)Share capital 1,177,185 1,177,185 0.00%reserves 72,435 86,668 -16.42%retained profits 1,324,085 1,097,046 20.70%Total Shareholders' Funds 2,573,705 2,360,899 9.01%Minority interests 363,945 292,474 24.44%Total equity 2,937,650 2,653,373 10.71%

Total Borrowings 756,440 1,044,322 -27.57%

Total assets 4,052,003 3,982,227 1.75%

Financial ratiosearnings Per Share (cents)

Basic - before fair value adjustments of investment properties 14.23 10.92 30.31%Basic - after fair value adjustments of investment properies 18.28 10.23 78.69%

Proposed Final DividendsNet dividends (cents per share) 5.00 4.00 25.00%Cover 3.66 2.56 42.97%

net Tangible assets Per Share (S$) 1.62 1.48 9.46%

net Debt To equity and non-Controlling Interests (times) 0.18 0.34 -47.06%

return on assets - before fair value adjustments of investment properties 5.59% 4.36% 28.21% - after fair value adjustments of investment properties 7.17% 4.09% 75.31%

return on Shareholders' Funds - before fair value adjustments of investment properties 8.79% 7.35% 19.59% - after fair value adjustments of investment properties 11.29% 6.89% 63.86%

Page 41: AllGreen AR 2010

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REvENuE AND PROfiT

Revenue for the Group increased by 42% to S$884 million in 2010 from S$621M in 2009. This was mainly due to a significant contribution in revenue from development properties.

Revenue from development properties increased by 52% to S$710 million in 2010 from S$468 million in 2009 mainly due to the units sold during the year and also higher income recognition from previously launched projects. Contributions to revenue for year 2010 were mainly from The Cascadia at Bukit Timah Road, Pavilion Park (Phase 2A to 2F) at Bukit Batok, Cairnhill Residences at Cairnhill Circle, One Devonshire at Devonshire Road, Viva at Jalan Korma and Holland Residences at Taman Warna. The Cascadia at Bukit Timah and Phases 2A and 2B of Pavilion Park obtained their TOP during the year.

Revenue from investment properties of S$118 million in 2010 was higher than 2009 mainly due to higher revenue from all properties, particularly Great World City Retail and Serviced Apartment with both enjoying higher rental rate with high occupancies.

Revenue from Traders Hotel improved by 30% to S$55 million as compared to a year ago due to a higher occupancy and room rates.

Profit before fair value adjustments of investment properties increased by 56% from S$231 million in year 2009 to S$361 million in year 2010, mainly due to the increase in revenue from development properties.

After taxation and non-controlling interests, the group's profit attributable to the shareholders improved to S$290.7 million in year 2010 from S$162.7 million in year 2009. Excluding fair value gain/(loss) stay of investment properties (net of its tax and non-controlling interests) of S$64.3 million in 2010 and S$10.9 million for 2009 respectively, 2010 group's profit attributable to the shareholders was S$226.3 million as compared to S$173.6 million the previous year.

ASSETS

At end of December 2010, the total value of the Group's investment properties was S$1,757 million, as compared with S$1,683.8 million in 2009. This was mainly due to a net increase in values of the investment properties arising from the year end revaluation.

As at 31 December 2010, Associated companies were S$498.6 million, a decrease of S$6.4 million over the previous year, mainly due to revaluation adjustment for the Group's equity contribution to the joint venture companies in the People's Republic of China.

BORROwiNgS

Net borrowings at year end 2010 was S$521.9 million and gearing improved to 0.18x as compared to S$892.4 million with a gearing of 0.34x in 2009.

As at 31 December 2010, out of the total borrowings of S$756.4 million, bilateral bank borrowings accounted for 49% and medium term notes accounted for the balance; 51% of the total borrowings were at fixed rates whilst the rest were at variable rates.

ShAREhOlDERS’ EquiTy

The share capital of the Group remained at $1,177.2 million at 31 December 2010.

The Group ended the year 2010 with profit attributable to the shareholders at S$290.7 million, as compared to S$162.7 million in 2009.

Overall, the shareholders’ funds increased by S$212.8 million to S$2,573.7 million. The net tangible asset backing as at 31 December 2010 was S$1.62 per share.

Page 42: AllGreen AR 2010

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f i v E - y E A R f i N A N C i A l S u m m A R y

2010 2009 2008 2007 2006

GrouP ProFIT anD LoSS aCCounTS (S$'000)revenue

Development properties 710,205 468,494 185,869 421,157 345,744 Investment properties & hotel 172,385 151,648 167,107 146,870 127,703 Others 1,234 634 760 808 3,059 Total 883,824 620,776 353,736 568,835 476,506

Profit & LossDevelopment properties 278,157 160,797 36,814 130,752 52,830 Investment properties & hotel 92,078 86,673 83,078 72,853 58,757 Others 12,179 (2,345) (1,315) 2,772 2,380 Head office expense (15,385) (12,372) (10,114) (12,876) (8,424)

367,029 232,753 108,463 193,501 105,543 Share of results of associated companies (5,545) (1,627) (850) (359) 18 Profit before taxation 361,484 231,126 107,613 193,142 105,561

Profit attributable to shareholders- before fair value adjustments of

investment properties 226,318 173,644 65,327 144,987 75,943 - after fair value adjustments of

investment properties 290,654 162,741 67,411 493,457 75,943

GrouP BaLanCe SheeTS (S$'000)Current assets 1,472,136 1,496,777 1,615,350 1,460,503 1,167,503 Investment properties 1,757,000 1,683,800 1,681,300 1,667,500 1,285,500 Fixed and other assets 324,235 296,579 313,803 342,591 218,637 associated companies 498,632 505,071 432,840 139,085 46,890 Total borrowings (756,440) (1,044,322) (1,263,458) (856,156) (571,313)other liabilities including non-controlling

interests (721,858) (577,006) (533,976) (519,081) (724,406)Total net assets 2,573,705 2,360,899 2,245,859 2,234,442 1,422,811

Share capital 1,177,185 1,177,185 1,177,185 1,177,185 859,356 reserves 72,435 86,668 102,562 79,037 378,545 retained profits 1,324,085 1,097,046 966,112 978,220 184,910 Shareholders' funds 2,573,705 2,360,899 2,245,859 2,234,442 1,422,811

FInanCIaL raTIoSearnings per ordinary share (cents)

Basic - before fair value adjustments of investment properties 14.23 10.92 4.10 9.23 7.20

Basic - after fair value adjustments of investment properties 18.28 10.23 4.23 31.40 7.20

Proposed final dividendsGross dividends (cents per share) - - - - 4.00 Tax exempt (one-tier) dividends (cents per

share) 5.00 4.00 2.00 5.00 - Cover 3.66 2.56 2.12 6.21 1.46

Page 43: AllGreen AR 2010

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2010 2009 2008 2007 2006

Special interim dividendsNet dividends (cents per share) - - - - 0.30

net tangible assets per share (S$) 1.62 1.48 1.41 1.40 1.34

return on assets- before fair value adjustments of

investment properties 5.59% 4.36% 1.62% 4.02% 2.79%- after fair value adjsutments of

investment properties 7.17% 4.09% 1.67% 13.67% 2.79%

return on shareholders' funds- before fair value adjsutments of

investment properties 8.79% 7.35% 2.91% 6.49% 5.34%- after fair value adjustments of

investment properties 11.29% 6.89% 3.00% 22.08% 5.34%

net debt to equity and non-controlling interests (time) 0.18 0.34 0.45 0.30 0.29

Interest Cover

Breakdown of assetsDevelopment property 1,653,945 1,684,111 1,597,284 1,452,519 1,159,008 Investment property & hotel 2,394,650 2,294,774 2,442,533 2,152,746 1,553,174 Others 3,408 3,342 3,476 4,414 6,348 total 4,052,003 3,982,227 4,043,293 3,609,679 2,718,530

Return on sales 32.89% 26.22% 19.06% 86.75% 15.94%

Return on average assets 7.18% 4.06% 1.76% 15.32% 2.74%

Return on average shareholders' funds 12.06% 7.07% 3.01% 25.49% 4.96%

f i v E - y E A R f i N A N C i A l S u m m A R y

Page 44: AllGreen AR 2010

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m O N T h l y S h A R E P R i C E i N f O R m A T i O N

1.13 1.09 1.11 1.20 0.99 1.00 1.01 1.01 1.02 1.15 1.14 1.14LOW

800

600

700

500

Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

1.31 1.17 1.25 1.32 1.27 1.09 1.18 1.19 1.21 1.20 1.22 1.20HIGH

1.17 1.12 1.19 1.27 1.01 1.03 1.17 1.02 1.18 1.19 1.15 1.18CLOSE

1.4

S$ Per Share

1.0

1.2

0.8

0

fiNANCiAl CAlENDAR

Financial Year End 31 DecemberAnnouncement of Unaudited 2010 First Quarter Results 28 April 2010Announcement of Unaudited 2010 Half Year Results 12 August 2010Announcement of Unaudited 2010 Third Quarter Results 10 November 2010Announcement of Unaudited 2010 Full Year Results 24 February 2011Date of Annual General Meeting 28 April 2011Final Dividend Entitlement Date 9 May 20112010 Proposed Final Dividend Payment Date 20 May 2011

CloseLow

High

SES Property Closing Index

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C O R P O R A T E g O v E R N A N C E

The Company is committed to maintaining a high standard of corporate governance, and has always recognised the importance of good governance to ensure continued growth, success and justify investor confidence. In view of this, the Company is pleased to disclose below the manner in which it has applied the principles of good governance.

This Report is presented in a tabular format with the specific Guidelines of the Corporate Governance Code of 2005 complied set out alongside our Report. Any deviation from the Guidelines is disclosed and explained in our Report.

BOARD Of DiRECTORS (PRiNCiPlES 1 AND 10)

The Company is headed by an effective Board of Directors to lead, and control its operations and affairs. The Board is collectively responsible for the success of the Group and works with management, which is accountable to the Board to achieve this.

The Board has delegated specific responsibilities to three committees, namely, the Audit, Nominating and Remuneration Committees which operate within defined Terms of Reference. These committees have the authority to examine particular issues and report to the Board with their recommendations.

Guideline 1.3:Delegation of authority by the board to the board Committees

The Board is scheduled to meet at least four times a year to review and approve the Company’s key strategic and operational matters, financial and funding decisions, to supervise executive management as well as to approve its financial results before public announcement. The Company will present quarterly announcements of its financial results to shareholders so that shareholders are able to have a fair assessment of the Company’s performance and prospects. The Articles of Association of the Company allows the Board to conduct telephonic and other means of electronic conference meetings, if circumstances require. Apart from its statutory responsibilities, the Board also ensures that the principal risks of the Company’s business are identified and properly managed.

Guideline 1.4:board to meet regularly

There is a schedule of matters reserved specifically for Board approval, including amongst others, major investment proposals or divestments, policy or strategic matters affecting the Group, re-organisations or substantial transactions which have a material impact on the Group. The Board takes objective decisions in the interest of the Group.

Guideline 1.5:Matters requiring board approval

There is an orientation exposure programme for new Board members which include visits to development and investment properties, briefing by the CEO, Financial Controller and Company Secretary to facilitate their understanding of the Group. Directors also have to continuously update or train themselves on new laws, regulations and changing commercial risks. New Directors will be provided with a formal letter, setting out the scope of his/her duties and obligations.

Guidelines 1.6 and 1.8:Directors to receive appropriate training

The Board is responsible for the overall strategy and direction of the Group whilst the Executive Chairman and Management Team are responsible for day-to-day operations and administration. To ensure that the Board is able to fulfil its responsibilities, management provides the Board with monthly management accounts of the Group’s and the Company’s performances.

The Board is accountable to the shareholders while Management is accountable to the Board.

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BOARD BAlANCE (PRiNCiPlE 2)

There is a strong and independent element on the Board with Independent Directors forming one-third of the Board.

Guideline 2.1:One-third of directors to be independent

The Board has 10 members, of whom 7 are non-Executive (inclusive of four Independent Directors) and 3 - the Chairman Mr Goh, Mr Khor and Mr Chang - are Executive Directors. In considering the scope and nature of operations of the Group, the Board considers its current size and members whose core competencies, qualifications, skills and experience are extensive and complementary, to be adequate and appropriate. The Board will examine its size and composition whenever circumstances require it. Details of the Directors’ academic and professional qualifications and other appointments are set out on pages 14 to 17 of this Annual Report.

Guideline 2.3:board to determine its appropriate size

Guideline 2.4:board to comprise directors with core competencies

The four non-Executive Independent Directors are professionals drawn from a broad spectrum of expertise who can provide a balance of views in the Board make-up. The Board considers them to be independent having regard to the criteria set out in the Code of Corporate Governance 2005.

ExECuTivE ChAiRmAN (PRiNCiPlE 3)

The Executive Chairman, being the Chief Executive Officer (CEO) of the Group, has overall responsibility for the management and daily operation of the Group, supported by the respective Heads of Departments. The Executive Chairman also provides Board leadership and apart from the four Independent Directors, is supported by 2 Executive Directors and three other non-Executive Directors of the relevant calibre and experience necessary for the balance of authority on the Board. The Executive Chairman sets the agenda for each Board meeting in consultation with the Executive Director and senior managers where relevant.

Guideline 3.2:Chairman’s role

The role of the Executive Chairman is not separate from that of the CEO as the Board, upon its consideration, felt that there is adequate accountability and transparency as reflected by the internal controls established within the Group. As Executive Chairman, Mr Goh Soo Siah plays a pivotal role in assisting the Board in developing policies and strategies, and ensuring that they are implemented effectively. The Board is unanimous in its decision that it would currently not be in the Group’s interest to effect a separation in the role of the Chairman from that of the Chief Executive Officer as this would slow down the Group’s decision-making and implementation process.

C O R P O R A T E g O v E R N A N C E

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RE-ElECTiON Of DiRECTORS (PRiNCiPlE 4)

In accordance with the Company’s Articles of Association, one-third of the Board including the Executive Chairman is subject to re-election annually.

The Directors who are retiring and who, being eligible, will offer themselves for re-election at the next Annual General Meeting are named below:

DATE Of APPOiNTmENT

DATE Of lAST ElECTiON

DiRECTORS DuE fOR RE-ElECTiON*

Mr Goh Soo Siah 1.10.1986 28.4.2008 #Mr Andrew Choo Hoo 1.11.2000 28.4.2009 *Mr Khor Thong Meng 1.11.2000 28.4.2010 -Mr Ang Keng Lam 26.11.2003 28.4.2010 -Mdm Kuok Oon Kwong 1.10.1986 28.4.2009 *Mr Jimmy Seet Keong Huat 12.4.1999 28.4.2010 #Mr Keith Tay Ah Kee 18.1.2000 28.4.2009 *Mr Wan Fook Kong 12.4.1999 28.4.2010 --Mr Lau Wah Ming 4.5.2010 - *Mr Michael Chang Teck Chai 1.10.2010 - *

# Mr Jimmy Seet Keong Huat and Mr Goh Soo Siah, who are both over the age of 70, will on re-appointment continue in office as Directors until the next AGM of the Company.

NOmiNATiNg COmmiTTEE (PRiNCiPlES 4 AND 5)

The Nominating Committee has three members. All are non-Executive Directors, with the Chairman and one member being Independent Directors.

Guideline 4.1:Composition of nominating committee

The Nominating Committee is charged with the responsibility to review and make recommendations and nominations on new board appointments and re-appointments. The Nominating Committee may invite candidates through personal contacts or other Board members or through an independent search at the Singapore Institute of Directors or other professional bodies. In assessing these candidates, the criteria to be employed by the Nominating Committee shall include contribution to the Group’s businesses and development, and the potential Directors’ business contacts. The Nominating Committee is also responsible for evaluating the effectiveness and performance of the Board as a whole in view of the complementary and collective nature of the Directors’ contributions. The evaluation parameters are based on objective performance criteria such as the success of strategic and long term objectives, effectiveness of the Board in monitoring management’s performance against set goals and attendance at meetings. The Nominating Committee is scheduled to meet at least once a year and at such other times as may be necessary.

Guideline 4.5:Process for the selection and appointment of new directors to the board

Guideline 5.1Process for assessing the effectiveness of the board as a whole and the contribution of each individual director to the effectiveness of the board

The Nominating Committee has conducted a review of the Directors based on performance, revenue growth of the Group, attendance record of Directors, experience, skills and prospects and considered the independence criteria of the independent Directors. The Nominating Committee was satisfied that the independent Directors have no existing relationship with the Group which could be seen to interfere with the exercise of independent judgement.

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The number of Nominating Committee meetings held during the financial year ended 31 December 2010 and details of attendance of each committee member are disclosed on page 49.

When a Director serves on multiple boards, that Director is required to ensure that sufficient time and efforts are allocated to the affairs of each company with assistance from management, who provides complete and t imely information on a regular basis for effective discharge of his/her duties as well as a comprehensive schedule of events drawn up in consultation with the relevant Director.

REmuNERATiON COmmiTTEE (PRiNCiPlES 7, 8 AND 9)

The Remuneration Committee has three members, all of whom are non-Executive and a majority, including the Chairman are independent. The members are all respected individuals knowledgeable in the field of executive compensation. The Remuneration Committee reviews the remuneration of Directors and key executives of the Group, and makes recommendation on an appropriate framework of remuneration for the Board and key executives. The Remuneration Committee’s recommendation is submitted to the Board for endorsement. The Remuneration Committee has adopted a set of performance criteria which link a significant portion of the Executive Directors’ remuneration package to corporate and individual performance thus aligning their interests with those of shareholders, and take into account effort and time spent and responsibilities of non-Executive Directors. The Remuneration Committee reviews remuneration through a process which considers Group and individual performance. The remuneration of Executive Directors and key executives comprises 2 components – fixed and variable components, the latter is dependent on the achievement of the Group’s business performance as well as individual performance. The Remuneration Committee also considers employment conditions within the industry to ensure that the package is competitive and sufficient to attract, retain and motivate key executives.

Guideline 9.1:Disclosure of remuneration policy, level and mix of remuneration, procedure for setting remuneration and link between remuneration paid to directors and key executives, and performance

In addition, the Remuneration Committee administers the Allgreen Share Option Scheme established on 17 May 2002, in accordance with the rules as approved by shareholders. Details of the scheme can be found on page 55 of the Directors’ Report.

The number of Directors and top 5 key personnel whose remuneration falls within the following bands for the year ended 31 December 2010 are as follows:

NumBER Of DiRECTORS TOP 5 kEy ExECuTivESRANgE Of REmuNERATiON ExECuTivE NON-ExECuTivE

S$250,000 and below - 6 -S$250,001 to S$500,000 - 1 3 (1)

S$500,001 to S$750,000 1 - 2 (2)

S$1,000,001 to S$1,250,000 1 - -S$4,750,001 to S$5,000,000 1 - -

The top 5 Key Executives are:

(1) Irene Yeo-Tan, Henrietta Chong, Lim Poh Hiang(2) Isoo Tan and Yong Voon Chen

C O R P O R A T E g O v E R N A N C E

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a) Director’s Remuneration and Fees

The breakdown (in percentage terms) of the remuneration of the Directors of the Company for the year ended 31 December 2010 is as follows:

DiRECTORS salary inclusiVe ofeMPloyer’s

cPf

Bonus inclusiVe of eMPloyer’s

cPf

directors’fees(1)

otHerBenefits

total

S$250,000 and belowAng Keng Lam 0% 0% 100% 0% 100%Kuok Oon Kwong 0% 0% 100% 0% 100%Seet Keong Huat Jimmy 0% 0% 100% 0% 100%Keith Tay Ah Kee 0% 0% 100% 0% 100%Wan Fook Kong 0% 0% 100% 0% 100%Lau Wah Ming 0% 0% 100% 0% 100%

Between S$250,001 to S$500,000Andrew Choo Hoo (2) 52% 0% 6% 42% 100%Between S$500,001 to S$750,000

Michael Chang Teck Chai 31% 68% 0% 1% 100%

Between S$1,000,001 to S$1,250,000

Khor Thong Meng 26% 71% 2% 1% 100%

Between S$4,750,001 to S$5,000,000Goh Soo Siah 12% 87% 1% 0% 100%

None of the Directors has entered into a service contract with the Company except for Mr Andrew Choo Hoo who has entered into a consultancy contract with the Company.

The number of Remuneration Committee meetings held during the financial year ended 31 December 2010 and details of attendance of each committee member are disclosed on page 49.

(1) Subject to approval by shareholders as a lump sum at the Annual General Meeting for the financial year ended 31 December 2010. (2) Mr Andrew Choo retired from the Company on 30 September 2010 but remains on the Board as a Non-Executive Director and continues to

serve as a Consultant to the Company. Other benefits comprise mainly retirement benefits and consultant fees.

b) Remuneration of Key Executives

The remuneration of the Group’s top 5 key executives takes into account the pay and employment conditions within the industry and is performance-related. The Board is of the opinion that it is not in the best interest of the Group to disclose the details of their remuneration due to the competitiveness of the industry for key talent.

Guideline 9.2:Remuneration of top 5 key executives

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AuDiT COmmiTTEE (PRiNCiPlE 11)

The Audit Committee has four members. All are non-Executive Directors, with the Chairman and 2 other members being independent Directors. All members have relevant accounting or related financial management expertise, with the Chairman as a qualified accountant.

Guideline 11.8Composition of audit committee and details of the committee’s activities

The members of the Audit Committee are scheduled to meet at least four times a year and perform the following functions:

• Reviewwiththeexternalauditorstheirauditplan,evaluationoftheinternalcontrols(including financial, operating, compliance controls and risk management), audit report and any other matters that the external auditors wish to discuss;

• Reviewofauditmatters,theirscopeandresults,andcosteffectiveness;

• Reviewtheadequacy,standardsandeffectivenessofinternalcontrols,includingfinancial, operating and compliance controls, and risk management policies and systems within the Group, and evaluate the adequacy and effectiveness of such controls, reporting procedures and internal audit functions;

• Reviewof significant financial reporting issues and judgments including thequarterly financial statements before announcement and other announcements to shareholders and the Singapore Exchange, prior to submission to the Board;

• ConductinvestigationsintoanymatterwithintheAuditCommittee’sscopeofresponsibility and review of any significant findings of investigations with full access to Management and discretion to invite any Director or officer to attend its meetings;

• Assesstheindependenceandobjectivityoftheexternalauditors,approvetheremuneration and terms of engagement of the external auditors;

• RecommendtotheBoardontheappointmentorre-appointmentofexternalauditors and in the case of foreign subsidiaries and associated companies under the management control of the Company, but not audited by the Company’s auditors, the Audit Committee would be required to satisfy itself that the appointed auditors would not compromise the standard and effectiveness of the audit of the Company;

• Review and recommend to the Board on the appointment, replacement,reassignment or dismissal of the internal auditors;

• Review the assistance given by the Company’s officers to the external andinternal auditors;

• Reviewinterestedpersontransactions;and

• Implementthe“whistle-blowing”policyestablishedbytheCompanypursuantto which staff may, in confidence, raise concerns about possible improprieties in matters of financial reporting or other matters, conduct independent investigations and appropriate follow-up action.

The number of Audit Committee meetings held during the financial year ended 31 December 2010 and details of attendance of each committee member are disclosed on page 49.

C O R P O R A T E g O v E R N A N C E

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The Audit Committee has reviewed the value of non-audit services by the external auditors to the Group and is satisfied that the nature and extent of such services will not prejudice the independence and objectivity of the external auditors.

The Board and the Audit Committee are further satisfied that the appointment of the auditors of its subsidiary and associated companies, which are different from the Company’s auditors, would not compromise the standard and effectiveness of the audit of the Group. In addition, the subsidiary and associated companies that do not engage the Company’s auditors, are not considered as significant as the Company’s share of their net tangible assets do not represent 20% or more of the Company’s consolidated net tangible assets, nor do their pre-tax profits account for 20% or more of the Company’s consolidated pre-tax profits.

The Audit Committee would meet with the external and internal auditors at least once a year, without the presence of the Company’s management.

The number of Directors’ and other committees’ meetings and the record of attendance of each Director during the financial year ended 31 December 2010 is set out below:

NAmE Of DiRECTOR

BOARD Of DiRECTORS mEETiNgS

AuDiT COmmiTTEE NOmiNATiNg COmmiTTEE

REmuNERATiON COmmiTTEE

mEmBER-ShiP mEETiNgS mEmBER-

ShiP mEETiNgS mEmBER-ShiP mEETiNgS

no. Held

no. attended

no. Held

no. attended

no. Held

no. attended

no. Held

no. attended

Mr Goh Soo Siah(Executive Chairman)

4 4 no -- -- no -- -- no -- --

Mr Khor Thong Meng(Executive Director)

4 4 no -- -- no -- -- no -- --

Mr Michael Chang Teck Chai*(Executive Director)

4 1 no -- -- no -- -- no -- --

Mr Andrew Choo Hoo(Non-Executive Director)

4 4 no -- -- no -- -- no -- --

Mr Ang Keng Lam(Non-Executive Director)

4 3 no -- -- no -- -- no -- --

Mdm Kuok Oon Kwong(Non-Executive Director)

4 4 yes 4 4 yes 2 2 yes 1 1

Mr Jimmy Seet Keong Huat(Independent Director)

4 4 yesChairman

4 4 no -- -- yes 1 1

Mr Keith Tay Ah Kee(Independent Director)

4 4 no -- -- yes 2 2 yesChairman

1 1

Mr Wan Fook Kong(Independent Director)

4 4 yes 4 4 yesChairman

2 2 no -- --

Mr Lau Wah Ming**(Independent Director)

4 2 yes 4 2 no -- -- no -- --

* Mr Michael Chang Teck Chai was appointed to the Board on 1 October 2010.** Mr Lau Wah Ming was appointed to the Board on 4 May 2010 and joined the Audit Committee on 12 May 2010.

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SuPPly Of iNfORmATiON (PRiNCiPlE 6)

All Directors are provided with complete, adequate and timely information prior to meetings and on a regular basis to enable them to fulfil their duties properly. Management is also prepared to provide further information and explanation on materials given to Directors and shall meet to discuss any issue prior to a Board meeting, if required.

Guideline 6.1:Management to provide board with adequate and timely information

In exercising their duties, the Directors have independent access to senior management and the Company Secretary (who is responsible to the Board for ensuring that Board procedures are followed, and that applicable laws and regulations are complied with). If necessary, the Directors can seek professional advice and services on areas which they deem necessary, at the expense of the Company.

board should have separate independent access to senior management

whiSTlE-BlOwiNg POliCy (PRiNCiPlE 11)

The Company has put in place a whistle-blowing policy and procedures which provide employees with channels for reporting any wrong-doing, illegal, unethical, improper or fraudulent conduct etc. The aim of this policy is to encourage and enable employees to report any wrong-doing in good faith, and ensure that employees making such reports will be treated fairly and justly.

Guideline 11.7:Audit Committee to review arrangements for staff to raise concerns/possible improprieties to Audit Committee

iNTERNAl CONTROlS (PRiNCiPlE 12)

The Board acknowledges its responsibility for the Group’s system of internal control. Key systems within management have been established to provide the Board with assurance that problems are identified and dealt with on a timely basis, including an effective management structure.

Guideline 12.2Adequacy of internal controls, including financial, operational and compliance controls, and risk management systems

The Group has a system for reporting and monitoring the performance of each department at regular management meetings. Internal financial controls are in existence which provide reasonable assurance of the maintenance of proper accounting records, reliability of financial information, and compliance with applicable laws and regulations. Results of operating companies are reported on a monthly/bi-monthly basis. There is in existence a tendering system in respect of purchasing and sub-contracting commitments or arrangements for key operating companies.

These systems can however, only provide reasonable but not absolute assurance against material misstatement, loss or fraud.

The internal control mechanism is further strengthened with the existence of periodic audit checks by independent internal auditors.

C O R P O R A T E g O v E R N A N C E

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iNTERNAl AuDiT fuNCTiON (PRiNCiPlE 13)

The internal audit function is currently outsourced to Ernst & Young, who reports directly to the Audit Committee which is tasked to oversee and review the adequacy of the overall systems of internal controls within the Group. The internal auditors have identified the Group’s main business processes, the activities in each of the Group’s key business segments and the Group companies responsible for these business activities and processes. Based on this information, they have proposed an audit plan, which will cover the main operating companies over a two-year audit cycle.

Guideline 13.1:Internal auditor to report to audit committee

Having an internal audit function assures the Board of Directors of the maintenance of proper accounting records and the reliability of the information used within or published by the Company. The internal auditors work closely with the external auditors to ensure effective use of resources and to avoid duplication of efforts. The internal auditors, Ernst & Young is a corporate member of the Institute of Internal Auditors (“IIA”) and its approach is consistent with the standards for the Professional Practice of Internal Auditing promulgated by the IIA.

Guideline 13.2:Internal auditor should meet standards set by internationally recognised professional bodies

DiSSEmiNATiON Of PuBliC iNfORmATiON (PRiNCiPlES 14 AND 15)

The Company takes a serious view of maintaining full and adequate disclosure, in a timely manner, of material events and matters concerning its businesses. Consequently it has adopted a policy of making all necessary disclosures in public announcements, press releases, circulars to shareholders and annual reports. Where there is inadvertent disclosure made to a selected group of people, the Company will make the same disclosure publicly as soon as practicable.

Guideline 14.1:Company to regularly convey pertinent information

In addition to the timely release of financial results through the Stock Exchange, summaries of financial results are advertised in daily newspapers at least twice a year. The Company has also established a website at www.allgreen.com.sg for shareholders and the public to obtain up-to-date information on the Group’s developments, announcements and annual reports.

The Annual General Meeting (AGM) of the Company provides a principal forum for dialogue and interaction with shareholders. Notice of the AGM and annual report are sent to shareholders at least 21 days before the date of meeting. The Articles of Association of the Company allow a member to appoint one or two proxies to attend and vote at the AGM in absence of the member. Each item of special business included in the notice of meeting is accompanied, where appropriate, by an explanation for the proposed resolution. Separate resolutions are proposed for separate issues at the meeting.

Guideline 15.1:Shareholders should be allowed to vote in absentia

At each AGM, the Board encourages shareholders to participate in the question and answer session. Members of the Board, chairmen of the Audit, Nominating and Remuneration Committees, and the auditors of the Company are present to answer queries raised at the meeting.

Guideline 15.3:Committee chairmen and external auditors to be present at AGMs

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iNTERESTED PERSON TRANSACTiONS (“iPT”)

The Company has established a procedure for recording and reporting interested person transactions. Details of significant interested person transactions for the year ended 31 December 2010 are set out below:

NAmE Of iNTERESTED PERSON AggREgATE vAluE Of All iPT DuRiNg ThE fiNANCiAl yEAR

ENDED 31 DEC 2010 (ExCluDiNg TRANSACTiONS BElOw S$100,000)

AggREgATE vAluE Of All iPT CONDuCTED uNDER

ShAREhOlDERS’ mANDATE PuRSuANT TO RulE 920

(ExCluDiNg TRANSACTiONS BElOw S$100,000)

Kerry Group Limited and its associates- Lease rental- Laundry services- Project management- Royalties, management, marketing and

administration fees-Divestment of interest in Shenyang

joint venture

Kuok (Singapore) Limited and its associates-Lease rental-Professional services

S$’000

1,452482

1,600

92,730

3,030300

NA

All the above interested person transactions were made under normal commercial terms.

C O R P O R A T E g O v E R N A N C E

Save as disclosed, there are no other material contracts entered into by the Company and its subsidiaries involving the interest of the Chief Executive Officer, Director or controlling shareholder, which are either subsisting at the end of the financial year or, if not then subsisting, entered into since the end of the previous financial year.

DEAliNgS iN SECuRiTiES

The Company has adopted an internal code on dealings in securities to govern dealings in its shares by officers and key employees of the Group. This internal code is modelled on the Best Practices Guide and has been disseminated to officers and key employees of the Group.

RiSk mANAgEmENT

Risk management practices are in place in the Group. To provide further assurance to the Board and Audit Committee, an Executive Risk Management Committee was formed in February 2003. The Committee comprises key members of top management from the project management, financial, legal, operational and marketing departments. The Committee oversees matters relating to the management of risks so as to protect the Group’s business, assets and employees.

The Committee seeks to identify areas of significant risks and appropriate measures to control and mitigate these risks. It also monitors the implementation and compliance of risk management policies.

ExTERNAl AuDiTORS The Audit Committee has recommended to the Board that Foo Kon Tan Grant Thornton, Certified Public Accountants, be re-appointed as auditors for the Company at the Annual General Meeting to be held on 28 April 2011. Foo Kon Tan Grant Thornton has indicated its willingness to accept the re-appointment.

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F I N A N C I A L S T A T E M E N T S

54 Directors' Report58 Statement By Directors59 Independent Auditor's Report61 Statements Of

Financial Position

62 Consolidated Income Statement

63 Consolidated Statement Of Comprehensive Income

64 Consolidated Statement Of Changes In Equity

66 Consolidated Statement Of Cash Flows

68 Notes To The Financial Statements

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The directors submit this annual report to the members together with the audited consolidated financial statements of the Group and statement of financial position of the Company for the financial year ended 31 December 2010.

Directors

The directors of the Company in office at the date of this report are:

Goh Soo Siah - Executive ChairmanAndrew Choo HooKhor Thong MengMichael Chang Teck ChaiAng Keng LamKuok Oon Kwong (Mdm)Jimmy Seet Keong HuatKeith Tay Ah KeeWan Fook KongLau Wah Ming

In accordance with Article 94 of the Company’s Articles of Association, Mr Andrew Choo Hoo, Mdm Kuok Oon Kwong and Mr Keith Tay Ah Kee retire from the Board at the Annual General Meeting (“AGM”) and being eligible, offer themselves for re-election.

In accordance with Article 95 of the Company’s Articles of Association, Mr Lau Wah Ming and Mr Michael Chang Teck Chai retire from the Board at the AGM and being eligible, offer themselves for re-election.

In accordance with Section 153(6) of the Companies Act (Cap. 50), Mr Jimmy Seet Keong Huat and Mr Goh Soo Siah, who are over the age of 70, will seek re-appointment at the AGM to continue in office as a director of the Company until the next AGM of the Company.

ArrAngements to enAble Directors to Acquire shAres or Debentures

During and at the end of the financial year, neither the Company nor any of its subsidiary companies was a party to any arrangement the object of which was to enable the directors to acquire benefits through the acquisition of shares in or debentures of the Company or of any other corporate body other than as disclosed in this report.

D I r E C T o r S ’ r E p o r T

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Directors’ interest in shAres or Debentures

According to the Register of Directors’ Shareholdings kept by the Company under Section 164 of the Singapore Companies Act, Cap. 50, the following directors who held office at the end of the financial year were interested in shares of the Company as follows:

Number of ordinary sharesShares in which

Shares registered director is deemedin the name of director to have an interest

As at As at As at As atDirectors 1.1.2010 31.12.2010 1.1.2010 31.12.2010

Goh Soo Siah 2,952,307 2,952,307 1,473,601 1,473,601Andrew Choo Hoo 870,000 870,000 - -Michael Chang Teck Chai 100,500 130,500 - -Khor Thong Meng 2,000,901 2,000,901 - -Ang Keng Lam - - 309,441 309,441Kuok Oon Kwong (Mdm) 2,550,000 2,550,000 237,000 237,000Keith Tay Ah Kee 372,000 372,000 - -Jimmy Seet Keong Huat 300,000 300,000 - -Wan Fook Kong 300,000 300,000 - -

Directors’ contrActuAl benefits

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

shAre options

At an Extraordinary General Meeting of the Company held on 17 May 2002, shareholders approved the Allgreen Share Option Scheme (the “Scheme”) pursuant to which options may be granted at market price. Under the Scheme, the Company may grant options to eligible employees and directors of the Company, its subsidiaries and associated companies to subscribe for ordinary shares in the Company provided that the aggregate number of shares over which options may be granted pursuant to the Scheme, when added to the number of shares issued and issuable in respect of all options granted under the Scheme shall not exceed 15% of the issued ordinary share capital of the Company on the date preceding the grant of an option.

The Scheme presently does not extend to a person who is a controlling shareholder of the Company or who is an associate (as defined in the Listing Manual) of a controlling shareholder.

The Scheme is administered by the Remuneration Committee comprising Mr Keith Tay Ah Kee (Chairman), Mr Jimmy Seet Keong Huat and Mdm Kuok Oon Kwong.

D I r E C T o r S ’ r E p o r T

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shAre options grAnteD

Allgreen Share Option Scheme 2002 (“Allgreen Scheme 2002”)

During the financial year 2002, the Company implemented the Allgreen Scheme 2002 in accordance with the Scheme approved by the shareholders.

The Allgreen Scheme 2002 is a share incentive scheme which is applied widely across the Group.

On 26 September 2002, the Company offered 11,626,000 share options at an exercise price $0.95 per share which is the average of the last dealt prices of the Company’s ordinary shares for the three consecutive market days immediately preceding the date of grant.

The options may be exercised in full or in respect of 1,000 shares or a multiple thereof, on payment of the exercise price at any time one year after the date of the grant, but before the tenth anniversary for Executive Directors and employees of the Company and its subsidiary companies. Options granted to Non-Executive Directors and employees of an associated company will cease to be exercisable after the fifth anniversary of the date of grant.

There are no options granted to any director or employee of the controlling shareholders or their associates. No director or employee of the Group receives 5% or more of the total number of options available under the Scheme.

The options granted under the Allgreen Scheme 2002 were not valued as they were granted before 22 November 2002 and were therefore not required to be valued under the Singapore Financial Reporting Standards. In addition, in the opinion of the directors, there would be no significant impact on the Group’s income statement had the options been valued.

The share options granted to directors of the Company were fully exercised by the end of the financial year 2006.

shAre options exerciseD

During the financial year, no shares were issued pursuant to the exercise of options under the Allgreen Scheme 2002.

There were no options granted by the Company or its subsidiary companies to any person to take up unissued shares in the Company or its subsidiary companies during the financial year.

unissueD shAres unDer option

The unissued shares under option at the end of the financial year are as follows:

Allgreen Properties LimitedShare Option Scheme 2002

Date Number Options Rights Exerciseoptions at date not issue Options Options Balance at price Periodgranted of grant accepted adjustment exercised cancelled 31.12.2010 per share exercisable

26.9.2002 9,786,000 (60,000) 31,350 (8,903,300) (847,675) 6,375 $0.7451 - $0.95 26.9.2003 - 25.9.201226.9.2002 1,840,000 (125,000) 27,775 (1,435,775) (307,000) - $0.7451 - $0.95 26.9.2003 - 25.9.2009

11,626,000 (185,000) 59,125 (10,339,075) (1,154,675) 6,375

There were no unissued shares of subsidiary companies under option as at 31 December 2010.

D I r E C T o r S ’ r E p o r T

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AuDit committee

The Audit Committee comprises the following members, three of whom are independent directors:

Jimmy Seet Keong Huat (Chairman)Kuok Oon Kwong (Mdm)Wan Fook KongLau Wah Ming

The Audit Committee performs the functions set out in Section 201B(5) of the Singapore Companies Act, Cap. 50. In performing its functions, the Audit Committee reviewed the overall scope of both the internal and external audits and the assistance given by the Company’s officers to the auditors. It met with the Company’s internal and external auditors to discuss the results of their respective examinations and their evaluation of the Company’s system of internal accounting controls. The Audit Committee also reviewed the statement of financial position of the Company and the consolidated financial statements of the Group for the financial year ended 31 December 2010 as well as the auditor’s report thereon.

The Audit Committee has conducted a review of the fees paid or payable to the auditor for non-audit services for financial year ended 31 December 2010. Pursuant to Section 206(1A) of the Singapore Companies Act, Cap. 50, and based on the review by the Audit Committee and its recommendation, the Board is also satisfied that the level of non-audit fees paid or payable to the auditor did not affect the independence of the auditor.

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

inDepenDent AuDitor

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

On behalf of the Directors

GOH SOO SIAHExecutive Chairman

KHOR THONG MENGExecutive Director

Dated: 24 February 2011

D I r E C T o r S ’ r E p o r T

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In the opinion of the directors,

(a) the accompanying statements of financial position, consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity and the consolidated statement of cash flows, together with the notes thereon, are drawn up so as to give a true and fair view of the state of affairs of the Group and of the Company as at 31 December 2010 and of the results of the business, changes in equity and cash flows of the Group for the financial year ended on that date; and

(b) at the date of this statement there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due.

On behalf of the Directors

GOH SOO SIAHExecutive Chairman

KHOR THONG MENGExecutive Director

Dated: 24 February 2011

S T A T E M E N T b y D I r E C T o r S

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We have audited the accompanying financial statements of Allgreen Properties Limited (“the Company”) and its subsidiary companies (“the Group”), which comprise the statements of financial position of the Group and the Company as at 31 December 2010, the consolidated income statement, the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows of the Group for the year then ended, and a summary of significant accounting policies and other explanatory notes.

mAnAgement’s responsibility for the finAnciAl stAtements

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

AuDitor’s responsibility

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

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

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

I N D E p E N D E N T A u D I T o r ’ S r E p o r TTo the members of Allgreen Properties Limited

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opinion

In our opinion, the consolidated financial statements of the Group and the statement of financial position of the Company are properly drawn up in accordance with the provisions of the Act and Singapore Financial Reporting Standards so as to give a true and fair view of the state of affairs of the Group and of the Company as at 31 December 2010, and the results, changes in equity and cash flows of the Group for the financial year ended on that date.

report on other legAl AnD regulAtory requirement

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

Foo Kon Tan Grant Thornton LLPPublic Accountants andCertified Public Accountants

Lim Shien Ching, HenryPartner

Singapore, 24 February 2011

I N D E p E N D E N T A u D I T o r ’ S r E p o r TTo the members of Allgreen Properties Limited

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The Group The Company31 December 31 December 31 December 31 December

2010 2009 2010 2009Note $’000 $’000 $’000 $’000

ASSETSNon-Current Property, plant and equipment 4 324,235 296,579 444 208Investment properties 5 1,757,000 1,683,800 - -Subsidiary companies 6 - - 1,810,664 1,845,171Associated companies 7 498,632 505,071 - -

2,579,867 2,485,450 1,811,108 1,845,379

Current Stocks 8 259 327 - -Development properties 9 1,025,374 1,210,493 91,839 114,244Derivative financial asset 3,916 - 3,916 -Trade receivables 10 194,203 111,171 1,389 1Other receivables 11 13,829 22,847 509 390Cash and cash equivalents 12 234,555 151,939 30,932 843

1,472,136 1,496,777 128,585 115,478Total assets 4,052,003 3,982,227 1,939,693 1,960,857

EQUITY AND LIABILITIESEquity attributable to shareholdersShare capital 13 1,177,185 1,177,185 1,177,185 1,177,185Reserves 14 72,435 86,668 - -Retained profits 1,324,085 1,097,046 251,924 236,962

2,573,705 2,360,899 1,429,109 1,414,147Non-controlling interests 15 363,945 292,474 - -Total equity 2,937,650 2,653,373 1,429,109 1,414,147

LiabilitiesNon-Current Loans from non-controlling interests of

subsidiary companies 15 69,828 102,505 - -Long-term borrowings 16 350,875 763,978 30,000 50,000Rental deposits 17 12,647 12,818 - -Deferred taxation 18 84,197 84,578 7,827 7,645

517,547 963,879 37,827 57,645

Current Trade payables 19 112,120 51,629 12,469 7,773Rental deposits 17 9,873 9,406 85 80Other payables 20 2,221 2,023 23 -Advances from subsidiary companies 21 - - 277,471 335,639Current tax payable 67,027 21,573 - 69Borrowings 22 405,565 280,344 182,709 145,504

596,806 364,975 472,757 489,065Total equity and liabilities 4,052,003 3,982,227 1,939,693 1,960,857

S T A T E M E N T S o F F I N A N C I A L p o S I T I o NFinancial statements for the year ended 31 December 2010

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

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Year ended Year ended31 December 31 December

2010 2009Note $’000 $’000

Revenue 3 883,824 620,776Cost of sales (434,273) (331,763)Gross profit 449,551 289,013Other income 23 19,634 10,610Distribution and selling expenses (17,640) (8,046)Administrative expenses (38,989) (25,248)Other expenses 23 (28,221) (17,420)Finance costs (17,306) (16,156)Share of results of associated companies, net of tax (5,545) (1,627)Profit before fair value gain/(loss) of investment properties 361,484 231,126Fair value gain/(loss) on investment properties 5 71,808 (6,091)Profit before taxation 24 433,292 225,035Taxation 25 (59,995) (26,051)Profit after taxation for the year 373,297 198,984

Attributable to:- shareholders 290,654 162,741- non-controlling interests 82,643 36,243

373,297 198,984

Basic earnings per share (cents) - before fair value gain/(loss) on investment properties 26 14.23 10.92- after fair value gain/(loss) on investment properties 26 18.28 10.23

C o N S o L I D A T E D I N C o M E S T A T E M E N TFinancial statements for the year ended 31 December 2010

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

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Year ended Year ended31 December 31 December

2010 2009$’000 $’000

Profit for the year 373,297 198,984

Other comprehensive income:

Gain/(deficit) on revaluation of property, plant and equipment 33,316 (7,306)Deferred tax (liabilities)/assets on revaluation gain/(deficit) (5,664) 1,242Translation differences (29,896) (12,584)Other comprehensive income for the year, net of tax (2,244) (18,648)Total comprehensive income for the year 371,053 180,336

Attributable to:- shareholders 276,421 146,847- non-controlling interests 94,632 33,489

371,053 180,336

CoNSoLIDATED STATEMENT oF CoMprEhENSIvE INCoMEFinancial statements for the year ended 31 December 2010

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

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Attributable to shareholders Currency Non-

Share Revaluation translation Retained controlling TotalNote capital reserve reserve profits Total interests equity

$’000 $’000 $’000 $’000 $’000 $’000 $’000

Balance at 1 January 2009 1,177,185 69,392 33,170 966,112 2,245,859 272,266 2,518,125

Deficit on revaluation of property, plant and equipment 14(i) - (4,047) - - (4,047) (3,259) (7,306)

Deferred tax assets on revaluation deficit 14(i) - 688 - - 688 554 1,242

Translation differences 14(ii) - - (12,535) - (12,535) (49) (12,584)Other comprehensive income for

the year - (3,359) (12,535) - (15,894) (2,754) (18,648)

Net profit for the year - - - 162,741 162,741 36,243 198,984Total comprehensive income for

the year - (3,359) (12,535) 162,741 146,847 33,489 180,336

Dividends paid 27 - - - (31,807) (31,807) - (31,807)Liquidation of subsidiary

companies - - - - - (13,096) (13,096)Capital contribution by non-

controlling interests of subsidiary companies - - - - - 455 455

Repayment of quasi-equity loans to non-controlling interests - - - - - (10) (10)

Dividends paid to non-controlling interests - - - - - (630) (630)

Balance at 31 December 2009 1,177,185 66,033 20,635 1,097,046 2,360,899 292,474 2,653,373

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

CoNSoLIDATED STATEMENT oF ChANgES IN EquITyFinancial statements for the year ended 31 December 2010

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Attributable to shareholders Currency Non-

Share Revaluation translation Retained controlling TotalNote capital reserve reserve profits Total interests equity

$’000 $’000 $’000 $’000 $’000 $’000 $’000

Balance at 1 January 2010 1,177,185 66,033 20,635 1,097,046 2,360,899 292,474 2,653,373

Gain on revaluation of property, plant and equipment 14(i) - 18,457 - - 18,457 14,859 33,316

Deferred tax liabilities on revaluation deficit 14(i) - (3,138) - - (3,138) (2,526) (5,664)

Translation differences 14(ii) - - (29,552) - (29,552) (344) (29,896)Other comprehensive income for

the year - 15,319 (29,552) - (14,233) 11,989 (2,244)

Net profit for the year - - - 290,654 290,654 82,643 373,297Total comprehensive income for

the year - 15,319 (29,552) 290,654 276,421 94,632 371,053

Dividends paid 27 - - - (63,615) (63,615) - (63,615)Liquidation of subsidiary

companies - - - - - (734) (734)Capital contribution by non-

controlling interests of subsidiary companies - - - - - 699 699

Repayment of quasi-equity loans to non-controlling interests - - - - - (23,126) (23,126)

Balance at 31 December 2010 1,177,185 81,352 (8,917) 1,324,085 2,573,705 363,945 2,937,650

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

CoNSoLIDATED STATEMENT oF ChANgES IN EquITyFinancial statements for the year ended 31 December 2010

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Year ended Year ended31 December 31 December

2010 2009$’000 $’000

Cash Flows from Operating ActivitiesProfit before taxation 433,292 225,035Adjustments for: Depreciation of property, plant and equipment 8,961 9,575 Fair value (gain)/ loss on investment properties (71,808) 6,091 Loss on disposal of property, plant and equipment 2 1,683 Loss on liquidation of associated companies 24 - Interest income (398) (347) Interest expense 17,172 16,012 Provision for diminution in value of development properties 8,507 - Share of results of associated companies 5,545 1,627 Write back of provision for diminution in value of development properties (59,983) (66,318)Operating profit before working capital changes 341,314 193,358Decrease in stocks and contract work-in-progress 68 77Decrease in development properties 241,237 190,845(Increase)/decrease in trade and other receivables (78,661) 32,954Increase in trade and other payables 60,684 2,086Increase in rental deposits 296 456Cash generated from operations 564,938 419,776Interest paid (22,756) (30,952)Income tax paid (20,586) (12,354)Net cash generated from operating activities 521,596 376,470

Cash Flows from Investing ActivitiesProceeds from disposal of property, plant and equipment 31 156Additions to investment properties (1,392) (8,591)Additions to property, plant and equipment (3,333) (1,497)Investments in associated companies (26,775) (85,969)Dividends from associated companies 125 261Interest received 400 357Net cash used in investing activities (30,944) (95,283)

Cash Flows from Financing ActivitiesCapital contributions from non-controlling interests 699 455Funds to non-controlling interests (55,803) (5,281)Dividends paid - by Company (63,615) (31,807) - to non-controlling interests of subsidiary companies - (630)Borrowings obtained 66,136 484,430Repayment of borrowings (353,076) (701,562)Net cash used in financing activities (405,659) (254,395)

Net increase in cash and cash equivalents 84,993 26,792Foreign exchange adjustments (2,377) (733)Cash and cash equivalents as at the beginning of the year 151,939 125,880Cash and cash equivalents as at the end of the year (Note 12) 234,555 151,939

C o N S o L I D A T E D S T A T E M E N T o F C A S h F L o w SFinancial statements for the year ended 31 December 2010

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

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C o N S o L I D A T E D S T A T E M E N T o F C A S h F L o w SFinancial statements for the year ended 31 December 2010

Liquidation of subsidiary companies

During the year, three (2009: three) subsidiary companies were wound up. The carrying values of identifiable net assets disposed were as follows:

Year ended Year ended31 December 31 December

2010 2009$’000 $’000

Other receivables (739) (13,071)Cash and cash equivalents (51) (13)Other payables 5 2Non-controlling interests 734 13,069Identifiable net assets disposed (51) (13)

Cash and cash equivalents of subsidiary companies disposed 51 13Cash outflow on liquidation of subsidiary companies - -

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

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N o T E S T o T h E F I N A N C I A L S T A T E M E N T SFinancial statements for the year ended 31 December 2010

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

1 generAl informAtion

The financial statements of the Group and of the Company for the financial year ended 31 December 2010 were authorised for issue in accordance with a resolution of the directors on the date of the Statement By Directors.

The Company is incorporated as a limited liability company and domiciled in the Republic of Singapore.

The registered office of the Company is located at:

1 Kim Seng Promenade#05-02 Great World CitySingapore 237994

2 summAry of significAnt Accounting policies

2.1 Basis of preparation and presentation

The financial statements are prepared in accordance with Singapore Financial Reporting Standards (“FRS”) including related Interpretations to FRS (“INT FRS”) promulgated by the Accounting Standards Council. The financial statements have been prepared under the historical cost convention, unless otherwise stated.

Significant accounting estimates and judgements

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

The critical accounting estimates and assumptions used and areas involving a high degree of judgement are described below:

Profit from development properties

The Group recognises revenue from development properties based on the percentage of completion method. The cost of sales charged to the income statement is measured by reference to the stage of completion as certified by the architects or quantity surveyors and estimated total development costs. Significant judgement is required in determining the estimated total development costs which includes an estimation of the variation works from the main contractor. The Group estimates the total project costs based on contracts awarded, if any, and the experience of qualified project managers.

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N o T E S T o T h E F I N A N C I A L S T A T E M E N T SFinancial statements for the year ended 31 December 2010

2 summAry of significAnt Accounting policies (cont’D)

2.1 Basis of preparation and presentation (cont’d)

Significant accounting estimates and judgements (cont’d)

Carrying value of development properties

Significant judgement is required in assessing the recoverability of the carrying value of development properties. Analysis has been carried out based on assumptions regarding the selling price and costs of residential properties. Barring unforeseen circumstances, the carrying amount of the development properties as reflected in the statement of financial position will be recoverable. The Group will closely monitor the property price index and market sentiment, and adjustments will be made if future market activity indicates that such adjustments are appropriate.

Profit from general construction and interior works

The Group recognises contract revenue based on the percentage of completion method. The stage of completion is measured by reference to the value of work done as certified by the architects or quantity surveyors to the contract sum awarded for each project.

Significant judgement is required in determining the stage of completion, the extent of the contract cost incurred, the estimated total contract revenue and contract cost, as well as the recoverability of the carrying value of contract work-in-progress. Total contract revenue also includes an estimation of the variation works that are recoverable from the customers. In making judgement, the Group evaluates by relying on past experience of qualified project managers.

Income tax

Significant judgement is required in determining the capital allowances and deductibility of certain expenses during the estimation of the provision for income tax. There are also claims for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for expected tax issues based on estimates of whether additional taxes will be due. When the final tax outcome of these matters is different from the amounts that were initially recognised, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made. Construction-in-progress

Significant judgement is required in determining the estimated total construction costs which includes an estimation of the variation works from the contractor. The Group estimates the total construction costs based on contracts awarded and the experience of qualified project managers.

Fair value of investment properties

Significant judgement is required in ascertaining the fair value of investment properties. The management appoints independent valuers that have appropriate recognised professional qualifications and recent experience in the location and category of the investment properties being valued.

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N o T E S T o T h E F I N A N C I A L S T A T E M E N T SFinancial statements for the year ended 31 December 2010

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2 summAry of significAnt Accounting policies (cont’D)

2.1 Basis of preparation and presentation (cont’d)

Significant accounting estimates and judgements (cont’d)

Allowance for bad and doubtful debts

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

Determining whether investment in subsidiaries is impaired requires an estimation of the value-in-use of that investment. The value-in-use calculation requires the Group to estimate the future cash flows expected from the subsidiaries and an appropriate discount rate in order to calculate the present value of the future cash flows. Management has evaluated the recoverability of the investments based on such estimates.

Interpretations and amendments to published standards effective in 2010

On 1 January 2010, the Group adopted the new or amended FRS and Interpretations to FRS (“’INT FRS”) that are mandatory for application from that date. This includes the following FRS and INT FRS, which are relevant to the Group:

reference Description

FRS 27FRS 101FRS 103INT FRS 117INT FRS 118Improvement to FRSs 2009

Consolidated and separate financial statementsFirst-Time adoption of financial reporting standardsBusiness combinationsDistributions of non-cash assets to ownersTransfer of assets from customers

The adoption of these new/revised FRS and INT FRS did not result in substantial changes to the Group’s accounting policies nor any significant impact on these financial statements except for the following:-

FRS 27 (revised) Consolidated and Separate Financial Statements

The revised FRS 27 requires the effects of all transactions with non-controlling interests to be accounted for as equity transactions if there is no change in control. Such a change will have no impact on goodwill, nor will it give rise to a gain or loss recognized in profit or loss.

When control over a subsidiary is lost, any interest retained is re-measured to fair value and the resulting gain or loss is recognized in profit or loss.

Losses incurred by a subsidiary are allocated to the non-controlling interests even if these result in the non-controlling interests having deficit balances.

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N o T E S T o T h E F I N A N C I A L S T A T E M E N T SFinancial statements for the year ended 31 December 2010

2 summAry of significAnt Accounting policies (cont’D)

2.1 Basis of preparation and presentation (cont’d)

Significant accounting estimates and judgements (cont’d)

FRS 27 (revised) Consolidated and Separate Financial Statements (cont’d)

According to its transitional provisions, the revised FRS 27 has been applied prospectively, and does not impact the Group’s consolidated financial statements in respect of transactions with non-controlling interests, attribution of losses to non-controlling interests and disposal of subsidiaries before 1 January 2010. The changes will affect future transactions with non-controlling interests.

FRS 103 (revised) Business Combinations

The revised standard introduces a number of changes in the accounting for business combinations occurring after 1 July 2009. It retains the major features of purchase method of accounting, now referred to as the acquisition method. The most significant changes in FRS103 (revised) are as follows:

• Acquisition-relatedcostsof thecombinationarerecordedasanexpense intheprofitor loss.Previously, these costs would have been accounted for as part of the cost of the acquisition.

• Theasstsacquiredandliabilitiesassumedaregenerallymeasuredattheiracquisition-datefairvaluesunless an exception and specific measurement rules are provided in the standard.

• Anycontingentconsiderationismeasuredatfairvalueattheacquisitiondate.Ifthecontingentconsideration arrangement gives rise to a financial liability, any subsequent changes are generally recognised in profit or loss. Previously, contingent consideration was recognised at the acquisition date only if its payment was probable.

• Anyindemnificationassetpromisedbythesellerinanacquisitionisrecognizedatthedateofacquisition. Previously, this possible compensation would not have been recognized as an asset and would have been adjusted against goodwill upon receipt from the seller.

FRS 103 (revised) is applied prospectively to business combinations for which the acquisition date is on or after 1 January 2010. There is no impact to the Group’s consolidated financial statements as there is no business combination during the year.

INT FRS 117 Distributions of Non-cash Assets to Owners

INT FRS 117 applies to non-reciprocal distributions of non-cash assets to owners acting in their capacity as owners, in which all owners of the same class of equity instruments are treated equally. This interpretation also applies to distributions that give owners a choice of receiving either the non-cash assets or a cash alternative. The Group accounts all non-cash dividends at fair value. Any change in the fair value is recognised directly in equity. The liability for non-cash dividend is recognised when the dividend has been authorised and is no longer at the discretion of the Group.

The INT FRS 117 is applied prospectively and therefore there is no impact on prior periods in the Group’s 2010 consolidated financial statements. The application of the standard has no impact on the Group’s consolidated financial statements as there is no such transaction during the year.

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2.1 Basis of preparation and presentation (cont’d)

Significant accounting estimates and judgements (cont’d)

Improvements to FRSs Issued in 2009

The improvements to FRSs issued in 2009 comprise amendments to the FRS and INT FRS that are effective for annual periods beginning on or after 1 January 2010.

Amendments to FRS 7 Cash Flow Statement

Under the amendment, expenditures that do not result in a recognised asset in the statement of financial position cannot be classified as investing activities in the statement of cash flows. Previously, such expenditure could be classified as investing activities in the statement of cash flows.

Amendments to FRS 102 Share-based Payment – Vesting Conditions and Cancellations

The amendments to FRS 102 clarify that vesting conditions consist of service conditions and performance conditions. Other conditions are considered non-vesting conditions and are taken into account in the estimate of the fair value of the equity instruments.

On adoption of the amendments to FRS 102, the requirement to make monthly contributions is treated as a non-vesting condition that reduces the grant date fair value of the equity award. The failure by a participating employee to make monthly contributions is accounted for as a cancellation. As the Group does not value its share-based payments, the application of this standard has no impact on the Group’s financial statements.

2.2 Consolidation

The financial statements of the Group include the financial statements of the Company and the subsidiary companies, all of which prepare financial statements at 31st December. Details of its subsidiary companies are listed in Note 31. All significant inter-company balances and significant inter-company transactions are eliminated on consolidation. The results of subsidiary companies acquired or disposed of during the financial year are included or excluded from the consolidated income statement from the effective date of in which control is transferred to the Group or in which control ceases, respectively.

Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the identifiable net assets and contingent liabilities of the acquired subsidiary or associated company at the date of acquisition. Goodwill on subsidiary companies is carried at cost less accumulated impairment losses, if any. Goodwill on associated companies is included in the carrying amount of the investments. Goodwill is reviewed for impairment, annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired.

2.3 Property, plant and equipment and depreciation

Hotel property which includes interests in land and building and its integral fixed plant and machinery and fittings, is stated at valuation, less subsequent depreciation. It is stated at directors’ valuation based upon the advice of professional valuers on the open market value at the end of the reporting period.

Other property, plant and equipment are stated at cost less accumulated depreciation and impairment losses, if any.

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

Depreciation is computed utilising the straight-line method to write off the cost less residual value or revalued amount of these assets over their estimated useful lives as follows:

Leasehold land 95 yearsLeasehold building and integral fixed plant and machinery and fittings of hotel 5 - 50 yearsPlant, machinery, furniture, fittings, equipment and computers 3 - 10 yearsMotor vehicles 3 - 5 yearsOperating supplies 5 - 20 years

Construction in progress comprises materials and contractors’ costs based on architects’ or consultants’ certification in relation to the refurbishment of the hotel property. No depreciation is provided for construction in progress.

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

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

When an asset is revalued, any increase in the carrying amount is credited directly to a revaluation surplus unless it reverses a previous revaluation decrease relating to the same asset which was previously recognised as an expense. In such circumstances, the increase is recognised as income to the extent of the previous write down.

When an asset’s carrying amount is decreased as a result of a revaluation, the decrease is recognised as an expense unless it reverses a previous increment relating to that asset, in which case it is charged against any related revaluation surplus, to the extent that the decrease does not exceed the amount held in the revaluation surplus of that same asset. Any balance remaining in the revaluation surplus in respect of an asset is transferred directly to retained earnings when the asset is de-recognised.

For acquisitions and disposals during the financial year, depreciation is provided from the month of acquisition and to the month before disposal respectively.

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

Fully depreciated assets are retained in the books of accounts until they are no longer in use.

The carrying amounts of property, plant and equipment are reviewed yearly in order to assess whether their carrying amounts need to be written down to recoverable amounts. Recoverable amount is defined as the higher of value in use and net selling price.

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2.4 Investment properties

Investment properties are properties held for the primary purpose of producing rental and related income and are not held for resale in the ordinary course of the business. They are initially recognised at cost and subsequently carried at fair value, determined by the directors based upon the advice of professional valuers on the open market value at the end of each reporting period. Changes in fair value of investment properties are recognised in the income statement. Investment properties are subject to renovations or improvements at regular intervals. The cost of major renovations and improvements is capitalised as additions and the carrying amounts of the replaced components are written off to the income statement. The cost of maintenance, repairs and minor improvement is charged to profit or loss when incurred.

On disposal of an investment property, the difference between the disposal proceeds and the carrying amount is recognised in profit or loss.

2.5 Subsidiary companies

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

Shares in subsidiary companies are stated at cost less allowance for any impairment losses on an individual subsidiary company basis. The purchase method of accounting is used to account for the acquisition of subsidiary companies. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued or liabilities incurred or assumed at the date of exchange. The consideration transferred also includes the fair value of any contingent consideration arrangement and the fair value of any pre-existing equity interest in the subsidiary. Costs attributable to the acquisition are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values on the date of acquisition.

Any excess of the consideration transferred, the amount of any non-controlling interests in the acquiree and the acquisition date fair value of previous equity interest in the acquiree over the fair value of the net identifiable assets acquired represents goodwill. The goodwill is accounted for in accordance with the accounting policy for goodwill stated above. In instances where the latter amount exceeds the former, the excess is recognised as a gain from bargain purchase in the profit or loss on the date of acquisition.

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

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

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

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N o T E S T o T h E F I N A N C I A L S T A T E M E N T SFinancial statements for the year ended 31 December 2010

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2.5 Subsidiary companies (cont’d)

Changes in the Company owners’ ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. In such circumstances, the carrying amounts of the controlling and non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiary. Any difference between the amount by which the non-controlling interest is adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the parent.

2.6 Associated companies

An associated company is defined as a company, not being a subsidiary, in which the Group has significant influence, but not control, over its financial and operating policies. Significant influence is presumed to exist when the Group holds between 20% and 50% of the voting power of another entity.

Significant influence also exists when the Group has a long-term equity interest of less than 20% if there is representation on the Board of Directors and participation in policy making processes, including participation in decisions about dividends or other distributions.

Investments in associated companies at company level are stated at cost. Provision is made for any impairment losses on an individual company basis.

The Group’s share of profits less losses of associated companies is included in the Group’s results. If the Group’s share of losses of an associated company equals or exceeds the carrying amount of the investment, the Group discontinues including its share of further losses. The investment is reported at nil balance. Additional losses are provided for to the extent that the Group has incurred obligations or made payments on behalf of the associated companies to satisfy obligations of the associated companies that the Group has guaranteed or otherwise committed, for example, in the forms of loans.

The Group’s share of the post-acquisition reserves is added to the amount of the investment in associated companies in the consolidated statement of financial position. These amounts are based on the latest audited financial statements or management accounts of the companies concerned made up to the end of the Company’s financial year. Where the accounting policies of the associated companies do not conform with those of the Group, adjustments are made on consolidation where the amounts involved are significant to the Group.

2.7 Stocks and contract work-in-progress

Stocks, other than contract work-in-progress, are stated at the lower of cost and net realisable value. Cost is primarily determined on a first-in first-out basis and includes all costs in bringing the stocks to their present location and condition. Provision is made where necessary for obsolete, slow-moving and defective stocks.

Work-in-progress on long-term contracts are valued at cost plus attributable profits less progress billings. Cost comprises direct materials and labour costs. Provision is made for all losses expected to arise on completion of contracts entered into at the end of the reporting period.

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N o T E S T o T h E F I N A N C I A L S T A T E M E N T SFinancial statements for the year ended 31 December 2010

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2.8 Development properties

Development properties are properties held for sale in the ordinary course of business. These include completed properties and those pending or in the course of development. They are stated at the lower of cost plus, where appropriate, attributable profits net of progress billings and estimated net realisable value. Cost of development properties includes property taxes, interest on borrowings to finance the development projects and other direct and related expenditures incurred to get the assets ready for their intended use. Provision is made for foreseeable losses in arriving at estimated net realisable value.

2.9 Financial assets

(i) Classification

The Group classifies its financial assets in the following categories: at fair value through profit or loss, loans and receivables, held-to-maturity, and available-for-sale, where applicable. The classification depends on the nature of the asset and the purpose for which the assets were acquired. Management determines the classification of its financial assets at initial recognition and re-evaluates this designation at every end of the reporting period, with the exception that the designation of financial assets at fair value through profit or loss is not revocable.

(1) Financial assets at fair value through profit or loss This category has two sub-categories: financial assets held for trading, and those designated

at fair value through profit or loss at inception. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term or if so designated by management. Derivatives are also categorised as held for trading unless they are designated as hedges. Assets in this category are classified as current assets if they are either held for trading or are expected to be realised within 12 months after the end of the reporting period. As at 31 December 2010, the Group’s only financial assets at fair value through profit or loss is the forward exchange contracts that it holds.

(2) Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are presented as current assets, except for those maturing more than 12 months after the end of the reporting period which are presented as non-current assets. Loans and receivables include trade and other receivables (except for deposits and prepayments), interest-bearing loans to subsidiary companies and cash and cash equivalents.

(3) Held-to-maturity financial assets

Held-to-maturity financial assets are non-derivative financial assets with fixed or determinable payments and fixed maturities that the Group’s management has the positive intention and ability to hold to maturity. If the Group were to sell other than an insignificant amount of held-to-maturity financial assets, the whole category would be tainted and reclassified as available-for-sale. They are presented as non-current assets, except for those maturing within 12 months after the end of the reporting period which are presented as current assets. As at 31 December 2010, the Group has no held-to-maturity investments.

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N o T E S T o T h E F I N A N C I A L S T A T E M E N T SFinancial statements for the year ended 31 December 2010

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2.9 Financial assets (cont’d)

(i) Classification (cont’d)

(4) Available-for-sale financial assets

Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories. They are presented as non-current assets unless management intends to dispose of the assets within 12 months after the end of the reporting period. As at 31 December 2010, the Group has no available-for-sale financial assets.

(ii) Recognition and derecognition

Regular way purchases and sales of financial assets are recognised on trade-date - the date on which the Group commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership. On disposal of a financial asset, the difference between the carrying amount and the sale proceeds is recognised in the income statement. Any amount in the fair value reserve relating to that asset is transferred to the income statement.

(iii) Initial measurement

Financial assets are initially recognised at fair value plus transaction costs except for financial assets at fair value through profit or loss, which are recognised at fair value. Transaction costs for financial assets at fair value through profit or loss are recognised immediately as expenses.

(iv) Subsequent measurement

Available-for-sale financial assets and financial assets at fair value through profit or loss are subsequently carried at fair value. Loans and receivables and financial assets held-to-maturity are subsequently carried at amortised cost using the effective interest method.

Realised and unrealised gains and losses arising from changes in the fair value of the ‘financial assets at fair value through profit or loss’ are included in the income statement in the period in which they arise. Unrealised gains and losses arising from changes in the fair value of financial assets classified as available-for-sale are recognised in the fair value reserve within equity. When financial assets classified as available-for-sale are sold or impaired, the accumulated fair value adjustments in the fair value reserve within equity are included in the income statement.

(v) Determination of fair value

The fair values of quoted financial assets are based on current bid prices. If the market for a financial asset is not active, the Group establishes fair value by using valuation techniques. These include the use of recent arm’s length transactions, reference to other instruments that are substantially the same, discounted cash flow analysis, and option pricing models refined to reflect the issuer’s specific circumstances.

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N o T E S T o T h E F I N A N C I A L S T A T E M E N T SFinancial statements for the year ended 31 December 2010

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2.10 Trade and other receivables, other than deposits and prepayments

Receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for impairment of receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. The amount of the provision is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. Receivables with a short duration are not discounted. The amount of the provision is recognised in the income statement.

Bad debts are written off when known and specific provisions are made for those debts considered to be doubtful.

2.11 Cash and cash equivalents

Cash and cash equivalents comprise cash and bank balances, and bank deposits.

2.12 Derivative financial Instruments

When a derivative financial instrument is not held for trading, and is not designated in a qualifying hedge relationship, all changes in its fair value are recognised immediately in the profit and loss account.

2.13 Share capital

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

2.14 Dividends

Final dividends proposed by the directors are not accounted for in shareholders’ equity as an appropriation of retained profits, until they have been approved by the shareholders in a general meeting. When these dividends have been approved by the shareholders and declared, they are recognised as a liability.

Interim dividends are simultaneously proposed and declared, because the Articles of Association of the Company grant the directors the authority to declare interim dividends. Consequently, interim dividends are recognised directly as a liability when they are proposed and declared.

2.15 Financial liabilities

Financial liabilities include borrowings, rental deposits, trade and other payables, advances from subsidiary companies and interest bearing loans from non-controlling interests of subsidiary companies as reflected in the statement of financial position.

Financial liabilities are recognised when the Group or the Company becomes a party to the contractual agreements of the instruments. All interest-related charges are recognised as an expense in “finance cost” in the income statement. Financial liabilities are derecognised if the Group’s or the Company’s obligations specified in the contract expire or are discharged or cancelled.

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N o T E S T o T h E F I N A N C I A L S T A T E M E N T SFinancial statements for the year ended 31 December 2010

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2.16 Advances and borrowings

All interest bearing advances and borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-bearing liabilities are stated at amortised cost.

Borrowing costs directly attributable to the development of properties are capitalised in the period in which they are incurred till Temporary Occupation Permits are obtained, after which borrowing costs are charged to the income statement. Other borrowing costs are charged to the income statement in the period in which they are incurred, except to the extent that they are capitalised as being directly attributable to the acquisition, construction or production of an asset which necessarily take a substantial period of time to be prepared for its intended use or sale.

Borrowings which are due to be settled within twelve months after the reporting period are included in current borrowings in the statement of financial position even though the original terms were for a period longer than twelve months and an agreement to refinance, or to reschedule payments, on a long-term basis is completed after the reporting period. Borrowings due to be settled more than twelve months after the reporting period are included in non-current borrowings in the statement of financial position.

2.17 Payables

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

2.18 Provisions

Provisions are recognised when the Group and the Company have a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimates.

2.19 Financial guarantees

The Company has issued corporate guarantees to banks for bank borrowings of its subsidiary companies. These guarantees are financial guarantees as they require the Company to reimburse the banks if the subsidiary companies fail to make principal or interest payments when due in accordance with the terms of their borrowings.

Financial guarantees are initially recognised at their fair value plus transaction costs in the Company’s statement of financial position.

Financial guarantees are subsequently amortised to the income statement over the period of the subsidiary companies’ borrowings, unless it is probable that the Company will reimburse the bank for an amount higher than the unamortised amount. In this case, the financial guarantees shall be carried at the expected amount payable to the bank in the Company’s statement of financial position.

Intragroup transactions are eliminated on consolidation.

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N o T E S T o T h E F I N A N C I A L S T A T E M E N T SFinancial statements for the year ended 31 December 2010

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2.20 Income taxes

Income tax expense comprises current and deferred tax. Income tax expense is recognised in the income statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the end of the reporting period, and any adjustment to tax payable in respect of previous years.

Deferred tax is provided using the liability method on temporary differences at the end of the reporting period between the tax bases of assets and liabilities and their carrying amounts in the financial statements.

A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised. Deferred tax assets are reviewed at the end of each reporting period and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

The statutory tax rates enacted or substantively enacted at the end of the reporting period are used in the determination of deferred income tax.

2.21 Employee benefits (i) Central Provident Fund contributions

The Group and the Company contribute to the Central Provident Fund (“CPF”), a defined contribution plan regulated and managed by the Government of Singapore, which applies to the majority of the employees. The Group’s and the Company’s contributions to CPF are charged to profit or loss in the period to which the contributions relate.

(ii) Employee leave entitlements

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

(iii) Employee Share Option Scheme

The Company has in place an employee share incentive scheme, known as the Allgreen Share Option Scheme (“the Scheme”), for the granting of options to eligible employees and directors of the Company, its subsidiary and associated companies to subscribe for ordinary shares in the Company. Details of the Scheme and the reason for not valuing the options are disclosed in the Directors’ Report.

2.22 Impairment of non-financial assets

The carrying amounts of the Group’s and the Company’s non-financial assets subject to impairment are reviewed at the end of each reporting period to determine whether there is any indication of impairment. If any such indication exists, these assets’ recoverable amounts are estimated. An impairment loss is recognised whenever the carrying amounts of these assets exceed their recoverable amounts. Recoverable amount is defined as the higher of the fair value less cost to sell and value in use.

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N o T E S T o T h E F I N A N C I A L S T A T E M E N T SFinancial statements for the year ended 31 December 2010

2 summAry of significAnt Accounting policies (cont’D)

2.22 Impairment of non-financial assets (cont’d)

For the purpose of impairment testing of these assets, recoverable amount is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such case, recoverable amount is determined for the cash-generating-units to which the asset belongs.

An impairment loss is recognised for the amount by which the asset’s or cash-generating unit’s carrying amount exceeds its recoverable amount. Impairment losses are charged to profit or loss unless it reverses a previous revaluation in which case it will be charged to equity under the heading revaluation reserve.

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

An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined if no impairment loss had been recognised. A reversal of an impairment loss on a revalued asset is credited directly to equity under the heading revaluation reserve. However, to the extent that an impairment loss on the same revalued asset was previously recognised as an expense in profit or loss, a reversal of that impairment loss is recognised as income in profit or loss.

2.23 Operating leases

Rental income on operating leases is credited to the income statement on a straight-line basis over the lease term. Penalty payments on early termination, if any, are recognised in profit or loss when earned.

Contingent rents are mainly determined as a percentage of turnover and are recognised when determined with the tenants. The leases are mainly on three-year terms with options to renew at mutually agreed rates.

2.24 Revenue recognition

(i) Income from sale of development properties is recognised based on the percentage of completion method. The percentage recognised is based on amounts due from purchasers upon signing of the Sale and Purchase Agreements and the stages of completion certified by the architects or quantity surveyors.

Had income from sale of development properties been recognised based on the completion of contract method, the effects on the Group’s current year financial statements are as follows:

Increase/(decrease)2010 2009

$’000 $’000

(a) Retained profits as at beginning of the year (172,641) (83,091)(b) Revenue for the year 54,492 (213,657)(c) Profit for the year 94,961 (65,444)(d) Development properties as at beginning of the year (111,786) (45,221)(e) Development properties as at end of the year 73,758 (120,838)(f) Accrued receivables as at beginning of the year (83,536) (75,551)(g) Accrued receivables as at end of the year (159,490) (83,536)

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N o T E S T o T h E F I N A N C I A L S T A T E M E N T SFinancial statements for the year ended 31 December 2010

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2 summAry of significAnt Accounting policies (cont’D)

2.24 Revenue recognition (cont’d)

(ii) Dividend income from investments is recognised gross on the date it is declared payable.

(iii) Rental and related income from investment properties are recognised on a straight-line basis over the lease term.

(iv) Income from project management is recognised on time basis over the years taken to complete the project.

(v) Revenue from trading in building materials and general construction and interior works is recognised based upon the delivery of goods and on the percentage of completion method based on architects’ certification of work completed, respectively.

(vi) Revenue from the rendering of services, provision of maintenance and housekeeping services is recognised when the services are rendered.

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

2.25 Segment reporting

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

2.26 Functional currency

Items included in the financial statements of each entity in the Group are measured using the currency that best reflects the economic substance of the underlying events and circumstances relevant to that entity (“the functional currency”). The consolidated financial statements of the Group and the statement of financial position of the Company are presented in Singapore dollars, which is also the functional currency of the Company, to the nearest thousand.

2.27 Conversion of foreign currencies

(i) Transactions and balances

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

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N o T E S T o T h E F I N A N C I A L S T A T E M E N T SFinancial statements for the year ended 31 December 2010

2 summAry of significAnt Accounting policies (cont’D)

2.27 Conversion of foreign currencies (cont’d)

(i) Transactions and balances (cont’d)

Non-monetary items measured at fair values in foreign currencies are translated using the exchange rates at the date when the fair values are determined. Exchange difference arising on the retranslation of non-monetary items carried at fair value are included in the income statement, except for differences arising on the translation of non-monetary items in respect of which gains or losses are recognised directly in equity. For such non-monetary items, any exchange component of that gain or loss is also recognised directly in equity.

(ii) Translation of Group entities’ financial statements

The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

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

(b) Income and expenses are translated at average exchange rates (unless the average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated using the exchange rates at the dates of the transactions); and

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

2.28 Financial instruments

Financial instruments include cash and cash equivalents, all financial assets and financial liabilities. The particular recognition methods adopted are disclosed in the individual policy statements associated with each item. These instruments are recognised when contracted for.

It is the Group’s policy not to trade in derivative financial instruments. Details of the Group’s financial risk management are set out in Note 33.

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N o T E S T o T h E F I N A N C I A L S T A T E M E N T SFinancial statements for the year ended 31 December 2010

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3 principAl Activities AnD revenue

The principal activities of the Company are that of an investment holding company and to develop properties for sale.

The principal activities of the subsidiary companies are:

(1) developing properties for sale;

(2) investment holding and investment in properties for rental and related income;

(3) hotel owner and operator;

(4) project and property management and estate agent; and

(5) general construction and interior works, supply of building and construction materials.

Revenue of the Group includes revenue from sale of development properties, hotel operations, project and property management fees, marketing fees, estate agency fees, income from construction contracts, interior works and building supplies, rental and related income from investment properties, but excludes applicable goods and services tax and significant inter-company transactions.

Revenue by significant categories are as follows:

The Group 2010 2009$’000 $’000

Sale of development properties 710,205 468,494Rental and related income from investment properties 117,738 109,738Revenue from hotel operations 54,647 41,910Others 1,234 634

883,824 620,776

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N o T E S T o T h E F I N A N C I A L S T A T E M E N T SFinancial statements for the year ended 31 December 2010

4 property, plAnt AnD equipment

Plant,The Group machinery,

furniture,fittings,

equipmentHotel and Motor Operating Construction

property computers vehicles supplies in progress Total$’000 $’000 $’000 $’000 $’000 $’000

Valuation Cost Cost Cost Cost

At 1 January 2009 303,000 33,650 1,196 2,569 1,661 342,076Additions 147 850 134 10 356 1,497Reclassification - 2,017 - - (2,017) -Disposals - (2,545) (174) (1) - (2,720)Translation difference - - (2) - - (2)Adjustment on revaluation (13,147) - - - - (13,147)At 31 December 2009 290,000 33,972 1,154 2,578 - 327,704Additions 415 2,778 63 77 - 3,333Disposals/ write offs - (697) (84) (3) - (784)Adjustment on revaluation 27,585 - - - - 27,585At 31 December 2010 318,000 36,053 1,133 2,652 - 357,838

Accumulated depreciation

At 1 January 2009 - 25,967 687 1,619 - 28,273Depreciation for the year

[Note23(b) & 24] 5,841 3,475 125 134 - 9,575Disposals/ write off - (754) (126) (1) - (881)Translation difference - - (1) - - (1)Adjustment on revaluation (5,841) - - - - (5,841)At 31 December 2009 - 28,688 685 1,752 - 31,125Depreciation for the year

[Note23(b) & 24] 5,732 3,005 122 102 - 8,961Disposals/write offs - (676) (73) (2) - (751)Adjustment on revaluation (5,732) - - - - (5,732)At 31 December 2010 - 31,017 734 1,852 - 33,603

Net book value

At 31 December 2010 318,000 5,036 399 800 - 324,235

At 31 December 2009 290,000 5,284 469 826 - 296,579

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N o t e s t o t h e f i N a N c i a l s t a t e m e N t sFinancial statements for the year ended 31 December 2010

4 ProPerty, Plant and equiPment (Cont’d)

Furniture,The Company fittings,

equipment Motorand computers vehicles Total

$’000 $’000 $’000

Cost

At 1 January 2009 1,100 263 1,363Additions 73 - 73Disposals and write off (17) - (17)At 31 December 2009 1,156 263 1,419Additions 324 - 324Disposals and write off (22) - (22)At 31 December 2010 1,458 263 1,721

Accumulated depreciation

At 1 January 2009 974 167 1,141Depreciation for the year 60 26 86Disposals and write off (16) - (16)At 31 December 2009 1,018 193 1,211Depreciation for the year 88 - 88Disposals and write off (22) - (22)At 31 December 2010 1,084 193 1,277

Net book value

At 31 December 2010 374 70 444

At 31 December 2009 138 70 208

The Group

(i) At 31 December 2010, the directors revalued the hotel property based on the valuation as at that date carried out by Colliers International Consultancy & Valuation (Singapore) Pte Ltd, an independent firm of professional valuers. The hotel property was valued on the basis of open market value for its existing use.

The carrying amount of the hotel property that would have been included in the financial statements as at 31 December 2010 had it been carried at cost less accumulated depreciation is $157,248,000 (2009 - $159,530,000).

(ii) Property, plant and equipment with net book value of $322,361,000 (2009 - $293,425,000) are mortgaged to secure borrowings (Note 16).

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N o t e s t o t h e f i N a N c i a l s t a t e m e N t sFinancial statements for the year ended 31 December 2010

5 investment ProPerties

2010 2009The Group $’000 $’000

Freehold properties 1,524,600 1,461,800Leasehold property 232,400 222,000 1,757,000 1,683,800

The movements in investment properties are as follows:

2010 2009The Group $’000 $’000

Balance as at beginning of the year 1,683,800 1,681,300Additions through subsequent expenditure 1,392 8,591Group’s share of fair value gain/(loss) 65,351 (10,064)Non-controlling interests’ share of fair value gain/ (loss) 6,457 3,973Fair value gain/(loss) recognised in the income statement (Note 24) 71,808 (6,091)Balance as at end of the year 1,757,000 1,683,800

Notes:

(i) Investment properties are properties held for the primary purpose of producing rental and related income and are not held for resale in the ordinary course of the business.

(ii) The investment properties, including integral fixed plant and machinery and fittings, are valued by directors as at the end of the reporting period based on the valuation at open market value carried out by a firm of independent professional valuers, Colliers International Consultancy & Valuation (Singapore) Pte Ltd, that has appropriate recognised professional qualifications and recent experience in the location and category of the investment properties being valued.

(iii) Investment properties amounting to $1,718,300,000 (2009 - $1,228,000,000) are mortgaged to secure borrowings (Note 16).

(iv) The following amounts are recognised in the income statement:

2010 2009The Group $’000 $’000

Rental income 109,343 101,903Direct operating expenses arising from investment properties that

generated rental income 17,346 15,128Other direct operating expenses arising from investment properties

that did not generate rental income 9,311 8,116

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N o T E S T o T h E F I N A N C I A L S T A T E M E N T SFinancial statements for the year ended 31 December 2010

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6 subsiDiAry compAnies

2010 2009The Company $’000 $’000

Unquoted equity investments, at cost 785,048 801,848Provision for impairment [see (a)] (5,930) (25,825)

779,118 776,023

Loans to subsidiary companies - Quasi-equity * 760,751 810,415 - Interest bearing** 270,839 287,504

1,031,590 1,097,919Provision for loan losses [see (b)] (44) (28,771)

1,031,546 1,069,148Amounts receivable within one year - -Amounts receivable after one year 1,031,546 1,069,148

1,810,664 1,845,171

(a) Movements in provision for impairment are as follows:

2010 2009$’000 $’000

Balance as at beginning of the year 25,825 47,058Current year provision 155 -Provision written back (20,050) (21,233)Balance as at end of the year 5,930 25,825

(b) Movements in provision for loan losses are as follows:

2010 2009$’000 $’000

Balance as at beginning of the year 28,771 191,372Current year provision 34 10Provision written back (28,761) (162,611)Balance as at end of the year 44 28,771

Included in loans to subsidiary companies are subordinated loans of $139,974,000 (2009 - $308,134,000).

* These loans are unsecured and form part of the Company’s net investment in subsidiary companies. Settlements are neither planned nor likely to occur in the foreseeable future.

** These loans are unsecured and have no fixed term of repayments. The carrying values of these loans approximate their fair values as they bear interest at variable rates which approximate the borrowing rates for similar types of borrowing arrangement. The effective interest rate is disclosed in Note 33.3.

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N o T E S T o T h E F I N A N C I A L S T A T E M E N T SFinancial statements for the year ended 31 December 2010

7 AssociAteD compAnies

2010 2009The Group $’000 $’000

Unquoted equity investments, at cost 507,668 481,035Loan to an associated company 5,078 5,531Share of post-acquisition loss, net of tax (8,936) (3,384)Share of foreign currency translation reserve (5,178) 21,889

498,632 505,071

Interest-free advances to associated companies 823 823Provision for impairment loss (823) (823)

- -498,632 505,071

(i) Details of the associated companies are listed in Note 31(b).

(ii) The loan to an associated company comprises a foreign currency loan amounting to US$3,932,000 (equivalent to S$5,078,000) (2009 - US$3,932,000 equivalent to S$5,531,000) which forms part of the Group’s net investment in the associated company. The loan is unsecured and interest-free, and settlement is neither planned nor likely to occur in the foreseeable future. As the amount is, in substance, a part of the Group’s net investment in the entity, it is stated at cost less provision for impairment, if any.

(iii) On 31 December 2010, the Group entered into a Share Transfer Agreement with Shangri-La China Limited (“SACL”), a wholly-owned subsidiary of Shangri-La Asia Limited (“SA”) for the transfer of 15% of the equity interest held by it in Kerry (Shenyang) Real Estate Development Co., Ltd (“KSRE”) to SACL. Kerry Holdings Limited (“KHL”) will also transfer 10% of the equity interest held by it (through its subsidiary known as Good Thinker Limited (“GTL”)) in KSRE to SACL under the Share Transfer Agreement. On completion of the proposed transfer, KSRE will be held by the Company and the subsidiaries of KPL and SA in the respective equity proportion of 15% : 60% : 25%.

(iv) The summarised financial information of associated companies, not adjusted for the proportion of ownership interest held by the Group, is as follows:

2010 2009The Group $’000 $’000

- Assets 2,801,072 2,428,774- Liabilities 728,699 316,238- Revenue 8,392 8,177- Net loss for the year (26,226) (7,913)

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N o T E S T o T h E F I N A N C I A L S T A T E M E N T SFinancial statements for the year ended 31 December 2010

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7 AssociAteD compAnies (cont’D)

(v) The Group has not recognised its share of losses of the following associated company because the Group’s cumulative share of losses exceeds its interest in this entity and the Group has no obligation in respect of those losses:

Share of losses Current year’s unrecognised

lossCumulative unrecognised

losses2010 2009 2010 2009$’000 $’000 $’000 $’000

Wyndham Asia Co. Ltd - - 71 71

8 stocks At cost

2010 2009The Group $’000 $’000

Food and beverage 83 93Operating supplies 176 234

259 327

9 Development properties

The Group The Company2010 2009 2010 2009$’000 $’000 $’000 $’000

Costs and attributable profits 2,543,053 2,417,880 127,743 122,574Progress billings (1,310,170) (948,402) (27,574) -

1,232,883 1,469,478 100,169 122,574

Less: Provision for diminution in value of

development properties Balance as at beginning of the year 258,985 326,481 8,330 8,330 Current year provision

[Notes 23(b) & 24] 8,507 - - - Provision written back (Note 24) (59,983) (66,318) - - Provision utilised - (1,178) - - Balance as at end of the year 207,509 258,985 8,330 8,330

1,025,374 1,210,493 91,839 114,244

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N o T E S T o T h E F I N A N C I A L S T A T E M E N T SFinancial statements for the year ended 31 December 2010

9 Development properties (cont’D)

The Group The Company2010 2009 2010 2009$’000 $’000 $’000 $’000

(i) Interest capitalised during the financial year were paid/payable to:

- financial institutions 6,041 12,936 1,405 774 - non-controlling shareholders 1,332 1,811 - -

(ii) Project management fee paid/ payable to a subsidiary during the year - - 480 704

(iii) Provision written back during the year relates to projects launched where the estimated project costs are not expected to exceed estimated project revenue. The provision written back is included in cost of sales in the consolidated income statement.

10 trADe receivAbles

The Group The Company2010 2009 2010 2009$’000 $’000 $’000 $’000

External parties 34,948 27,866 1,389 -Accrued receivables* 159,489 83,536 - -Amount due from an associated company 115 115 - -Amount due from subsidiary companies - - - 1

194,552 111,517 1,389 1

Provision for impairment [Note 33.1(iii)] (349) (346) - -194,203 111,171 1,389 1

* These represent amounts receivable from purchasers who have not been served the Notice of Vacant Possession as at end of the reporting period after Temporary Occupation Permit of the project has been obtained as well as accrued sales for development properties under the deferred payment schemes.

Trade receivables, excluding accrued receivables, generally have credit term of 7 to 14 (2009 - 7 to 14) days.

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N o T E S T o T h E F I N A N C I A L S T A T E M E N T SFinancial statements for the year ended 31 December 2010

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11 other receivAbles

The Group The Company2010 2009 2010 2009$’000 $’000 $’000 $’000

Deposit with a subsidiary company - - 95 111Deposits for purchase of properties(i) 2,244 2,450 - -Other deposits 578 504 99 42Prepayments 1,397 1,123 138 143Advances to non-controlling interests of

subsidiary companies (ii) 1,320 1,804 - -Loans to joint venture partner (iii) 14,005 15,290 - -Non-trade amount due from subsidiary

companies - - 7 7Non-trade amount due from associated

companies of subsidiary companies 189 177 - -Recoverable expenses 726 409 - 45Property tax recoverable 77 93 - -Others 2,706 1,163 170 42

23,242 23,013 509 390Provision for impairment [Note 33.1(iii)] (9,413) (166) - -

13,829 22,847 509 390

The Group

(i) Deposits represents 5% of a land value amounted to US$1,745,312 (2009 - US$1,745,312) paid for a site at Dong Nai Riverfront in Vietnam. As the Group has the intention not to proceed with the project and the counterparty has indicated that they faced difficulty in refunding the deposit, a full provision for impairment loss has been made during the year.

(ii) These advances arise from surplus funds of subsidiary companies. They are advanced in proportion to their respective shareholding structure and are unsecured, interest-free and are repayable on demand.

(iii) Loans to joint venture partner of a subsidiary company comprise foreign currency loans totalling US$10,890,113 (2009 - US$10,890,113). A provision of impairment loss of US$5,445,056 has been made as the joint venture partner has indicated that they are not able to repay the loan amount if the Group demand for immediate repayment. These loans are secured and non-interest bearing. The securities provided by the joint venture partner for these loans include the original land use rights certificates of pieces of land as detailed below:

- approximately 9,000m2 of land at Binh Chanh District, Ho Chi Minh City, Vietnam; - 466m2 of land at Binh Trieu, Ho Chi Minh City, Vietnam; and - approximately 4,000m2 of land in Dalat, Vietnam.

Pursuant to an appendix offshore loan agreement entered into between the subsidiary company and the joint venture partner on 1 January 2010, the settlement date of these loans was extended from 31 December 2010 to 31 December 2011.

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N o T E S T o T h E F I N A N C I A L S T A T E M E N T SFinancial statements for the year ended 31 December 2010

12 cAsh AnD cAsh equivAlents

The Group The Company2010 2009 2010 2009$’000 $’000 $’000 $’000

Project accounts 208,672 137,533 14,520 -Fixed deposits 15,185 6,405 15,185 5Cash and current accounts 10,698 8,001 1,227 838

234,555 151,939 30,932 843

The Group

The project accounts are maintained in accordance with the rules of the Housing Developers (Control & Licensing) Act.

A total amount of $196,900,000 (2009 - $112,200,000) from the project accounts of the Group have been placed in fixed deposits.

The fixed deposits have an average maturity of 16 days (2009 - 11 days) and are repriced within one month from the end of the financial year with average interest rate at 0.21% (2009 - 0.128%) per annum.

The Company

The project accounts of the Company amounting to $14,000,000 (2009- Nil) have been placed in fixed deposits.

The fixed deposits have an average maturity of 11 days (2009 - 6 days) and are repriced within one month from the end of the financial year with average interest rate at 0.11% (2009 - 0.10%) per annum.

13 shAre cApitAl

The Group and The Company 2010 2009$’000 $’000

Issued and fully paid, with no par value1,590,381,075 (2009: 1,590,381,075) ordinary shares 1,177,185 1,177,185

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at shareholders meetings. All shares rank equally with regard to the Company’s residual assets.

At the end of the financial year, the Company has 6,375 (2009 - 6,375) outstanding employee share options to subscribe for ordinary shares at an exercise price of $0.7451 (2009 - $0.7451) per ordinary share. Details of the Scheme are disclosed in the Directors’ Report. The dilutive effect of these options on the share capital and earnings per share are not material.

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14 reserves (non-DistributAble)

The Group 2010 2009$’000 $’000

(i) Revaluation reserve Balance at beginning of year 66,033 69,392 Gain/(deficit) on revaluation of property, plant and equipment 18,457 (4,047) Deferred tax (liabilities)/assets on revaluation (gain)/deficit (3,138) 688 Balance at end of the year 81,352 66,033

(ii) Currency translation reserve Balance at beginning of the year 20,635 33,170 Net currency translation differences of financial statements

of foreign subsidiary and associated companies (29,100) (12,395) Translation difference relating to monetary item forming part of net investment in a foreign associated company (452) (140)

(29,552) (12,535) Balance at end of the year (8,917) 20,635

72,435 86,668

15 non-controlling interests

The Group

Included in non-controlling interests are quasi-equity (net investments) loans of $88,011,000 (2009 - $111,135,000). These loans, together with interest-bearing loans of $69,828,000 (2009 - $102,505,000) from non-controlling interests of subsidiary companies, are granted in proportion to their respective shareholdings.

Loans totalling $30,330,000 (2009 - $62,170,000) are subordinated to the bank borrowings of the subsidiary companies.

The quasi-equity loans are unsecured and repayments are neither planned nor likely to occur in the foreseeable future, whilst interest-bearing loans are repayable after one year.

The carrying values of these loans approximate their fair values. The effective interest rate is disclosed in Note 33.3.

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N o T E S T o T h E F I N A N C I A L S T A T E M E N T SFinancial statements for the year ended 31 December 2010

16 long-term borrowings

The Group The Company2010 2009 2010 2009$’000 $’000 $’000 $’000

Amounts repayable later than one year but not later than two years 190,875 410,200 - 50,000Amounts repayable later than two years but not later than five years 160,000 353,778 30,000 -

350,875 763,978 30,000 50,000

The Group The Company2010 2009 2010 2009$’000 $’000 $’000 $’000

Made up of:Fixed Rate Notes due 2011, unsecured - 50,000 - 50,000Fixed Rate Notes due 2011, secured - 150,000 - -Fixed Rate Notes due 2013, unsecured 30,000 - 30,000 -Fixed Rate Notes due 2014, secured 130,000 130,000 - -Bank loans payable in full in 2012 (2009 - 2011 to 2012), secured 190,875 433,978 - -

350,875 763,978 30,000 50,000

The carrying amounts and fair values of non-current borrowings are as follows:

The Group

Carrying Amounts Fair Values2010 2009 2010 2009$’000 $’000 $’000 $’000

Fixed Rate Notes 160,000 330,000 164,571 330,450Bank loans 190,875 433,978 195,769 450,991

350,875 763,978 360,340 781,441

The Company

Carrying Amounts Fair Values2010 2009 2010 2009$’000 $’000 $’000 $’000

Fixed Rate Notes 30,000 50,000 30,331 49,980

The Group and The Company

The fair values above are determined from the cash flow analysis, discounted at market borrowing rates of an equivalent instrument at the end of the reporting period.

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N o T E S T o T h E F I N A N C I A L S T A T E M E N T SFinancial statements for the year ended 31 December 2010

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16 long-term borrowings (cont’D)

The Company

The Company has established a $500 million unsecured Medium Term Note Programme (the “Unsecured Programme”) under which the Company may from time to time issue Notes in series or tranches in Singapore dollars or any other currency as may be agreed between the relevant dealer(s) of the Unsecured Programme and the Company. The Notes constitute direct, unconditional, unsecured and unsubordinated obligations of the Company and rank pari passu and without any preference among themselves and with all other present and future unsecured and unsubordinated obligations (other than subordinated obligations as disclosed in Note 15) of the Company. As long as any Notes remain outstanding, the Company cannot pledge any of its assets or revenue to secure future borrowings, except for security over the development and investment properties and the resulting revenue whereby such security is created for the sole purpose of financing that acquisition or development.

Pursuant to the Unsecured Programme, the following Notes were issued (excluding Notes that were repaid prior to year 2010) by the Company:

Series 9 : $40 million 3-year Fixed Rate Notes issued on 17 October 2007 at a fixed interest rate of 3.25% per annum. These Notes were repaid on 18 October 2010.

Series 16 : $50 million 2-year Fixed Rate Notes issued on 28 December 2009 at a fixed interest rate of 2.60% per annum.

Series 17 : $30 million 3-year Fixed Rate Notes issued on 15 April 2010 at a fixed interest rate of 2.66% per annum.

Series 18 : $20 million 1-year Fixed Rate Notes issued on 25 October 2010 at a fixed interest rate of 1.3% per annum.

The following financial covenants apply to the above Unsecured Programme:

(i) Consolidated tangible net worth (including issued capital and reserves, but excluding non-controlling interests) shall not be less than $900 million;

(ii) Ratio of consolidated total outstanding borrowings (including debt issues) to consolidated tangible net worth (excluding non-controlling interests) shall not exceed 2.25 times; and

(iii) Ratio of consolidated total liabilities (including contingent liabilities) to consolidated tangible net worth (excluding non-controlling interests) shall not exceed 3.50 times.

The Group

In 2001, a subsidiary company established a $500 million secured Medium Term Note Programme (the “Secured Programme”) under which, the subsidiary company may from time to time issue Notes in series or tranches in Singapore dollars, or any other currency as may be agreed between the relevant dealer(s) of the Secured Programme and the subsidiary company. Unless previously purchased and cancelled, the Notes will be redeemed at their redemption price on their maturity dates.

Pursuant to the Secured Programme, the following Notes were issued (excluding Notes that were repaid prior to year 2010) by the subsidiary company:

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N o T E S T o T h E F I N A N C I A L S T A T E M E N T SFinancial statements for the year ended 31 December 2010

16 long-term borrowings (cont’D)

The Group (cont’d)

Series 11 : $100 million 5-year Fixed Rate Notes issued on 17 January 2006 at a fixed interest rate of 3.88% per annum.

Series 14 : $30 million 1-year Fixed Rate Notes issued on 2 April 2009 at a fixed interest rate of 3.33% per annum. These Notes were repaid on 1 April 2010.

Series 15 : $65 million 5-years Fixed Rate Notes issued on 21 May 2009 at a fixed interest rate of 5.10% per annum.

Series 16 : $65 million 5-years Fixed Rate Notes issued on 1 June 2009 at a fixed interest rate of 5.10% per annum.

Series 17 : $50 million 2-years Fixed Rate Notes issued on 2 July 2009 at a fixed interest rate of 3.75% per annum.

The following financial covenants apply to the above Secured Programme:

(i) To maintain a net worth of $500 million; and

(ii) Interest coverage ratio shall not be less than 1.5.

Borrowings and other financial facilities granted to the Group are secured by the following:

(a) a deed of debenture creating fixed and floating charges on certain subsidiary companies’ assets;

(b) a deed of assignment of rental proceeds and all monies standing to the credit of the project accounts, rental and sales proceeds accounts of certain subsidiary companies;

(c) first legal mortgages on certain subsidiary companies’ investment and development properties and assignment of all rights, titles and interests on all sale and tenancy agreements, building agreements, construction contracts, guarantees, performance bonds, insurance policies and any other contracts in respect of the investment and development properties of certain subsidiary companies; and

(d) corporate guarantees given by the Company and the non-controlling interest shareholders of certain subsidiary companies.

Corporate guarantees given by the Company to financial institutions for loan facilities utilised by subsidiary companies and associated companies amounted to $287,794,000 (2009 - $491,535,000).

17 rentAl Deposits

The Group

Included in rental deposits are amounts totalling $771,000 (2009 - $784,000) received from corporate shareholders and their subsidiary companies.

The carrying values of rental deposits approximate their fair values.

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N o T E S T o T h E F I N A N C I A L S T A T E M E N T SFinancial statements for the year ended 31 December 2010

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18 DeferreD tAxAtion

The Group The Company2010 2009 2010 2009$’000 $’000 $’000 $’000

Balance as at beginning of the year 84,578 72,997 7,645 5,350Transfer (to)/from income statement

(Note 25)- current year (3,287) 17,527 182 2,592- change in Singapore tax rate - (4,476) - (297)

(3,287) 13,051 182 2,295Overprovision in respect of prior year

(Note 25) (2,758) (228) - -Gain/(deficit) on revaluation of property,

plant and equipment 5,664 (1,242) - -Balance as at end of the year 84,197 84,578 7,827 7,645

The balance represents tax on the following temporary differences:

The Group The Company2010 2009 2010 2009$’000 $’000 $’000 $’000

Excess of net book value over tax written down value of qualifying property, plant and equipment 15,921 15,823 - -Income recognition of development properties 15,837 24,726 - -Utilisation of tax losses of subsidiary companies arising from group relief 11,320 10,406 7,827 7,645Revaluation surplus of hotel property 31,917 26,253 - -Fair value gain on leasehold investment property 9,202 7,370 - -

84,197 84,578 7,827 7,645

19 trADe pAyAbles

The Group The Company2010 2009 2010 2009

$’000 $’000 $’000 $’000

Third parties 111,552 51,429 12,145 7,738Amount due to subsidiary companies - - 316 -Amount due to companies in which

certain directors have indirect financial interest 436 31 - -

Amount due to a corporate shareholder 8 36 8 35Retentions 124 133 - -

112,120 51,629 12,469 7,773

Trade payables generally have average credit term of 30 (2009 - 30) days.

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N o T E S T o T h E F I N A N C I A L S T A T E M E N T SFinancial statements for the year ended 31 December 2010

20 other pAyAbles

The Group The Company2010 2009 2010 2009$’000 $’000 $’000 $’000

Deposits received 534 384 23 -Amount payable for purchase of property,

plant and equipment 50 1,057 - -Advances from an associated company of

a subsidiary company* 22 24 - -Retentions 125 262 - -Others 1,490 296 - -

2,221 2,023 23 -

* These advances are unsecured, interest-free and repayable on demand.

21 ADvAnces from subsiDiAry compAnies

2010 2009The Company $’000 $’000

Interest free 40,277 47,432Interest bearing 237,194 288,207

277,471 335,639

Advances from subsidiary companies are unsecured and repayable on demand. Interest bearing advances bear interest at average rate of 4.13% (2009 - 2.99%) per annum.

The carrying values approximate the fair values of these advances.

22 borrowings

The Group The Company2010 2009 2010 2009

$’000 $’000 $’000 $’000

Bank borrowings - secured 68,955 100,000 - - - unsecured 112,323 105,115 112,323 105,115Fixed Rate Notes - secured 150,000 30,000 - -- unsecured 70,000 40,000 70,000 40,000Interest payable- secured 3,901 4,840 - -- unsecured 386 389 386 389

405,565 280,344 182,709 145,504

Details of Fixed Rate Notes and the securities for borrowings are stated in Note 16.

The carrying amounts of current borrowings approximate their fair values.

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N o t e s t o t h e f i N a N c i a l s t a t e m e N t sFinancial statements for the year ended 31 December 2010

23 other inCome and other exPenses

2010 2009The Group $’000 $’000

(a) Other income

Recovery income - electricity 6,090 5,638Interest income 398 347Advertising and promotion collections 943 887Guest service revenue 325 362Foreign exchange gain 4,654 549Fair value changes in derivative forward exchange contracts 3,916 -Forfeiture income 978 280Government grant - Jobs Credit Scheme 86 517Others 2,244 2,030

19,634 10,610

The Jobs Credit Scheme is a cash grant introduced in the Singapore Budget 2009 to help businesses preserve jobs in the economic downturn. The jobs credit were paid to eligible employers in 2009 and 2010 in four and two payments respectively and the amount an employer can receive would depend on the fulfilment of the conditions as stated in the scheme.

(b) Other expenses

Depreciation of property, plant and equipment (Note 4) 8,961 9,575Utilities 6,019 5,560Foreign exchange loss 2,353 806Tenancy works 898 222Provision for diminution in value of development properties (Note 9) 8,507 -Incidental expenses 1,483 1,257

28,221 17,420

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N o t e s t o t h e f i N a N c i a l s t a t e m e N t sFinancial statements for the year ended 31 December 2010

24 Profit before taxation

2010 2009The Group Note $’000 $’000

This is arrived at after charging:

Non-audit fees paid to auditors of the Company* 93 92Cost of development properties included in cost of sales 439,838 348,647Directors’ remuneration and fees- salaries, bonus and fees 7,694 5,391- Central Provident Fund contributions 17 13

7,711 5,404Interest expense- bank loans 2,503 3,024- fixed, hybrid and variable rate notes 14,284 12,399- non-controlling shareholders 385 589

17,172 16,012

Loss in foreign exchange (net) - 257Loss on disposal of property, plant and equipment 2 1,683Loss on liquidation of associated companies 24 -Depreciation of property, plant and equipment 4 8,961 9,575Fair value loss of investment properties 5 - 6,091Staff costs (excluding directors’ remuneration and fees)- salaries, bonus and other benefits 24,678 21,685- Central Provident Fund contributions 1,688 1,630

26,366 23,315

Provision for diminution in value of development properties 9 8,507 -Provision for impairment of trade receivables 33.1(iii) 9,284 324

and crediting:

Contingent rents from operating leases 1,228 1,212Fair value gain of investment properties 5 71,808 -Gain in foreign exchange (net) 2,301 -Interest income- financial institutions 208 205- others 190 142

398 347Write back of provision for diminution in value of development properties 9 59,983 66,318Write back of provision for impairment of trade receivables 33.1(iii) 34 119

* relates to tax compliance works

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N o T E S T o T h E F I N A N C I A L S T A T E M E N T SFinancial statements for the year ended 31 December 2010

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25 tAxAtion

2010 2009The Group $’000 $’000

Current taxation 67,443 16,837Utilisation of deferred tax assets on temporary differences not recognised in prior years (920) (1,657)Deferred taxation (Note 18) (3,287) 13,051Income tax expense 63,236 28,231Over provision in respect of prior years- current taxation (483) (1,952)- deferred taxation (Note 18) (2,758) (228)

59,995 26,051

The tax expense on the results of the financial year varies from the amount of income tax determined by applying the Singapore statutory rate of income tax on Group’s profits as a result of the following:

2010 2009The Group $’000 $’000

Profit before taxation 433,292 225,035Share of results of associated companies, net of tax 5,545 1,627

438,837 226,662

Tax at statutory rate of 17% (2009 - 17%) 74,602 38,533Change of tax rate from Nil (2009 - 18% to 17%) - (4,476)Tax effect on non-deductible expenses 12,638 6,283Tax effect on non-taxable income (29,089) (13,385)Singapore statutory stepped income exemption (173) (185)Utilisation of deferred tax assets on temporary differences not recognised in prior years (920) (1,657)Deferred tax assets on temporary differences not recognised 6,178 3,118

63,236 28,231

The Group has unutilised tax losses amounting to approximately $81,781,000 (2009 - $85,788,000) which are subject to agreement with the Tax Authorities. These unutilised tax losses can be carried forward for offsetting against future taxable profits of these subsidiary companies provided that the provisions of Section 37 of the Singapore Income Tax Act, Cap. 134 are complied with. No credit has been taken for the deferred tax benefits of approximately $13,903,000 (2009 - $14,584,000).

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N o T E S T o T h E F I N A N C I A L S T A T E M E N T SFinancial statements for the year ended 31 December 2010

26 eArnings per shAre

(a) The calculation of basic earnings per share is based on the following:

The Group 2010 2009

Profit attributable to shareholders of the Company ($’000)- before fair value gain/(loss) of investment properties 226,318 173,644- after fair value gain/(loss) of investment properties 290,654 162,741

Weighted average number of shares (‘000) 1,590,381 1,590,381

(b) The diluted earnings per share is not calculated as the outstanding number of unissued shares under option is only 6,375 and therefore the dilution on earnings per share is minimal.

27 DiviDenDs

2010 2009The Group and The Company $’000 $’000

Ordinary dividends paidFirst and final tax exempt (one-tier) dividend, paid in respect of the previous

financial year of 4 cents (2009 - 2 cents) per share 63,615 31,807

After the end of the reporting period, the directors proposed a first and final tax exempt (one-tier) dividend of 5 cents per ordinary share. Based on the share capital as at 31 December 2010, the proposed final dividend is estimated at $79,519,000 which will be subject to the approval of shareholders at the next Annual General Meeting of the Company. The actual amount can only be determined on the book closure date.

The financial statements do not reflect these dividends payable, which will be accounted for as a reduction in equity as a distribution of retained profits in the financial year the shareholders approve the dividends.

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N o T E S T o T h E F I N A N C I A L S T A T E M E N T SFinancial statements for the year ended 31 December 2010

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28 commitments

(a) Capital commitments approved by directors but not contracted for are as follows:

The Group The Company2010 2009 2010 2009

$’000 $’000 $’000 $’000

Renovation works 290 196 - -

(b) Capital commitments contracted but not provided for in the financial statements are as follows:

The Group The Company2010 2009 2010 2009

$’000 $’000 $’000 $’000

(i) Development expenditure 447,832 486,554 79,075 9,537

(ii) Uncalled capital contributions in joint ventures in:

The PRC - Tianjin 60,766 - - - - Chengdu - 2,133 - - - Tangshan 9,935 5,342 - -

Vietnam - Ho Chi Minh City 13,839 73,293 - -

84,540 80,768 - -

(c) Operating lease commitments

The Group The Company2010 2009 2010 2009

$’000 $’000 $’000 $’000

Not later than one year 65,574 68,063 - -Later than one year but not later than five years 49,776 58,385 - -Later than five years 13,611 1,167 - -

The leases on the Group’s investment properties on which rentals are received are mainly on a three-year term with options to renew at market rates.

The Group The Company2010 2009 2010 2009

$’000 $’000 $’000 $’000

(d) Indemnities given to financial institutions for performance guarantees granted 81,411 78,592 81,411 78,592

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N o T E S T o T h E F I N A N C I A L S T A T E M E N T SFinancial statements for the year ended 31 December 2010

29 contingent liAbilities (unsecureD)

The Group

In 2010, two subsidiaries of the Group received legal claims from the Management Corporation Strata Title Plan of two developments totalling approximately $2.1 million plus costs, for defect rectifications to be borne by the respective subsidiaries. The subsidiaries are disputing the claims on the basis that the claims were made after the defect liability period. The legal case is currently still in progress. Based on the advice from the external lawyers, the directors are of the opinion that the provision made in the financial statements amounting to $890,000 is adequate.

The Company

The Company has given letters of financial support in proportion to its shareholdings for certain subsidiary companies to continue to operate as going concern and to meet their respective obligations as and when they fall due.

30 significAnt relAteD pArty trAnsActions Other than the related party information disclosed elsewhere in the financial statements, the following are significant transactions with related parties at negotiated rates:

The Group The Company2010 2009 2010 2009

$’000 $’000 $’000 $’000

With subsidiary companies

Accounting and secretarial fee received - - 899 984 Management fee received - - 552 552 Project management fee received - - 2,428 2,428 Interest income - - 5,177 7,314 Interest expense - - 9,121 5,674 Office rental and related charges - - 609 584 Marketing and administration fees paid - - 2,045 -

With corporate shareholders and their subsidiary and associated companies

Lease rental received 4,762 4,179 - - Treasury services paid 300 300 300 300

With associated company

Laundry services paid 1,568 1,388 - -

With companies in which certain directors have indirect financial interest

Hotel management fees and royalties paid 2,087 1,483 - -

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N o T E S T o T h E F I N A N C I A L S T A T E M E N T SFinancial statements for the year ended 31 December 2010

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30 significAnt relAteD pArty trAnsActions (cont’D)

The Group The Company2010 2009 2010 2009

$’000 $’000 $’000 $’000

*With key management personnel (including executive directors)

Salaries, directors’ fees and other short-term employee benefits 12,496 9,781 10,337 7,879 CPF 191 175 91 76 Total short-term benefits 12,687 9,956 10,428 7,955

With a director of the Company

Sale of a residential unit - 2,913 - -

* Key management personnel are those persons who have the authority and responsibility for planning, directing and controlling the activities of the Group.

31 subsiDiAry AnD AssociAteD compAnies

(a) The subsidiary companies of Allgreen Properties Limited are as follows:

Country ofincorporation/ Effectiveprincipal place percentage

Name of business of equity held Principal activities2010 2009

% %

Allgreen Properties (Chengdu) Singapore 100 100 Investment holdingPte. Ltd.

Allgreen Properties Singapore 100 100 Investment holding(Qinhuangdao) Pte. Ltd.

Allgreen Properties Singapore 100 100 Investment holding(Shanghai) Pte. Ltd.

Allgreen Properties (Shenyang) Singapore 100 100 Investment holdingPte. Ltd.

Allgreen Properties (Tianjin) Singapore 100 100 Investment holdingPte. Ltd.

Allgreen Properties Singapore 100 100 Investment holding(Vietnam) Pte. Ltd.

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N o T E S T o T h E F I N A N C I A L S T A T E M E N T SFinancial statements for the year ended 31 December 2010

31 subsiDiAry AnD AssociAteD compAnies (cont’D)

(a) The subsidiary companies of Allgreen Properties Limited are as follows: (cont’d)

Country ofincorporation/ Effectiveprincipal place percentage

Name of business of equity held Principal activities2010 2009

% %

Arcadia Development Pte. Ltd. Singapore 90 90 Property developerand owner

Asiawide Resources Pte Ltd Singapore 92 92 Property developerand owner

Beatty Holdings Pte Ltd # Singapore - 80 Property developerand owner

Bedok Properties Pte Ltd # Singapore - 85 Property developerand owner

Belfin Investments Pte Ltd Singapore 100 100 Investment holding

Benefit Investments Pte Ltd *** Singapore 100 100 Dormant

Binjai Crest Pte Ltd Singapore 80 80 Property developerand owner

Boonridge Pte Ltd Singapore 65 65 Property developerand owner

Bukit Batok Singapore 90 90 Property developerDevelopment Pte Ltd and owner

Cairnhill Green Pte Ltd Singapore 100 100 Property developerand owner

Cuscaden Properties Singapore 55.4 55.4 Owner and operatorPte Ltd of a hotel cum shopping

complex

Devonshire Peak Pte Ltd Singapore 70 70 Property developerand owner

Eastwood Green Pte Ltd Singapore 100 100 Property developerand owner

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31 subsiDiAry AnD AssociAteD compAnies (cont’D)

(a) The subsidiary companies of Allgreen Properties Limited are as follows: (cont’d)

Country ofincorporation/ Effectiveprincipal place percentage

Name of business of equity held Principal activities2010 2009

% %

Green Bay Pte Ltd Singapore 100 100 Property developerand owner

Holland Village Singapore 100 100 Property developerDevelopment Pte Ltd and owner

Jeston Investments Pte Ltd Singapore 100 100 Investment holding

Leo Property Singapore 100 100 Project and propertyManagement management, and estatePrivate Limited agent

Midpoint Properties Singapore 100 100 Property developer andLimited owner and operator of

a mixed developmentcomprising servicedapartments, offices and shops

Ong Lye Development Singapore 75 75 Property developer Pte Ltd ## and owner

Perfect Bright Pte Ltd.*** Singapore 100 100 Dormant

Petals Development Pte Ltd Singapore 100 100 Investment holding

Rufiji Pte Ltd Singapore 100 100 Property developerand owner

Tanglin Place Singapore 55.4 55.4 Owner and operatorDevelopment Pte Ltd (1) of an office cum

shopping complex

Thomson Peak Pte Ltd Singapore 80 80 Property developerand owner

Thomson Vale Pte Ltd # Singapore - 100 Property developer

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N o T E S T o T h E F I N A N C I A L S T A T E M E N T SFinancial statements for the year ended 31 December 2010

31 subsiDiAry AnD AssociAteD compAnies (cont’D)

(a) The subsidiary companies of Allgreen Properties Limited are as follows: (cont’d)

Country ofincorporation/ Effectiveprincipal place percentage

Name of business of equity held Principal activities2010 2009

% %

ValleyPoint Investments Singapore 100 100 DormantPte. Ltd.***

Woodleigh Gardens Singapore 100 100 Property developerPte Ltd and owner

Wyndham Construction Singapore 100 100 General construction(Pte) Ltd and interior works, and

trading in building materials

Wyndham Supplies Singapore 100 100 Trading in buildingPte Ltd materials

Yishun Residency Pte Ltd Singapore 85 85 Property developer andowner

Golden Age Joint-Venture Vietnam 65 65 Property developer Ltd Co.(2) * and owner

Allgreen Properties Management Vietnam 100 100 Real Estate ManagementServices Co., Ltd (2) * and consultancy services

Allgreen-Vuong Thanh Vietnam 98 98 Real Estate ManagementCompany Limited (2) * and consultancy services

Allgreen-Vuong Thanh Vietnam 98 98 Property developer Properties Company Limited (2) * and owner

Allgreen-Vuong Thanh-Trung Vietnam 88.2 88.2 Property developer Duong Co., Ltd (3) * and owner

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N o T E S T o T h E F I N A N C I A L S T A T E M E N T SFinancial statements for the year ended 31 December 2010

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31 subsiDiAry AnD AssociAteD compAnies (cont’D)

(b) The associated companies of Allgreen Properties Limited are as follows:

Country ofincorporation/ Effectiveprincipal place percentage

Name of business of equity held Principal activities2010 2009

% %

Central Laundry Singapore 13.8 13.8 Provision of laundryPte Ltd (4)** services

Hengyun Real Estate China 25 25 Property developer of a(Tangshan) Co., Ltd (5)** mainly residential

apartments development

Kerry Development China 25 25 Property developer of a(Chengdu) Ltd. (6) ** mainly residential

apartments development

Kerry (Shenyang) Real Estate China 30 30 Property developer and Development Co., Ltd. (7) ** owner and operator of a

mixed development comprising hotel, offices,residences, retail and ancillary facilities

Lucky Billion Development China 10 10 Property developer of a(Qinhuangdao) Co., Ltd. (8)** @ mainly residential complex

Million Palace Development China 25 25 Property developer of a(Chengdu) Co., Ltd (6) ** mainly residential

apartments development

Ruihe Estate (Tangshan) China 25 25 Property developer of aCo., Ltd (5) ** mainly hotel development

Shanghai Pudong Kerry China 16 16 Property developer andCity Properties Co., Ltd. (9) ** @ owner and operator of a

mixed developmentcomprising offices,serviced apartments,retail and hotel

Sky Fair Development China 10 10 Property developer of a(Qinhuangdao) Co., Ltd. (8) ** @ mainly residential complex

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N o T E S T o T h E F I N A N C I A L S T A T E M E N T SFinancial statements for the year ended 31 December 2010

31 subsiDiAry AnD AssociAteD compAnies (cont’D)

(b) The associated companies of Allgreen Properties Limited are as follows: (cont’d)

Country ofincorporation/ Effectiveprincipal place percentage

Name of business of equity held Principal activities2010 2009

% %

Tianjin Kerry Real Estate China 31 31 Property developer andDevelopment Co., Ltd (10) ** owner and operator of a

mixed developmentcomprising residential,offices, serviced apartments,retail and hotel

Wealthy Plaza Development China 25 25 Property developer of a(Chengdu) Ltd. (6) ** mainly residential

apartments development

Wyndham Asia Myanmar 43 43 Trading in buildingCo. Ltd (11)** materials

Wyndham Sdn. Bhd. (11)**# Malaysia - 33.37 Importer anddistributor of sawntimber and floor board

* Audited by KPMG Limited, Vietnam

** Associated companies audited by auditors other than Foo Kon Tan Grant Thornton LLP

*** Exempted from audit under Section 205B of the Act

@ Deemed to be associated companies as the Group has significant influence over the financial and operating policies of these entities

# Wound up in 2010

## In members’ voluntary liquidation

(1) Subsidiary company of Cuscaden Properties Pte Ltd

(2) Subsidiary company of Allgreen Properties (Vietnam) Pte. Ltd.

(3) Subsidiary company of Allgreen-Vuong Thanh Company Limited

(4) Associated company of Cuscaden Properties Pte Ltd

(5) Associated companies of Jeston Investments Pte Ltd

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N o T E S T o T h E F I N A N C I A L S T A T E M E N T SFinancial statements for the year ended 31 December 2010

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31 subsiDiAry AnD AssociAteD compAnies (cont’D)

(6) Associated companies of Allgreen Properties (Chengdu) Pte. Ltd.

(7) Associated company of Allgreen Properties (Shenyang) Pte. Ltd.

(8) Associated companies of Allgreen Properties (Qinhuangdao) Pte. Ltd.

(9) Associated company of Allgreen Properties (Shanghai) Pte. Ltd.

(10) Associated company of Allgreen Properties (Tianjin) Pte. Ltd.

(11) Associated companies of Wyndham Construction (Pte) Ltd

All companies operate in their respective country of incorporation.

32 stAtement of operAtions by segments

Segment information is provided as follows:

By business Principal activities

Development properties Development of properties for sale

Investment properties Long-term holding of properties for capital appreciation, rental and related income

Hotel Owner and operator of a hotel

Others Project and property management, estate agent, general construction and interior works, supply of building and construction materials

Segment accounting policies are the same as the policies included in “Summary of significant accounting policies”. The Group generally accounts for inter-segment sales and transfers as if the sales or transfers were to third parties at current market prices.

Unallocated items comprise mainly, corporate borrowings, head office expenses, and income tax assets and liabilities.

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N o T E S T o T h E F I N A N C I A L S T A T E M E N T SFinancial statements for the year ended 31 December 2010

32 stAtement of operAtions by segments (cont’D)

(a) By business

Development properties

Investment properties Hotel Others The Group

2010 2009 2010 2009 2010 2009 2010 2009 2010 2009REVENUE $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

Total revenue 710,205 468,494 118,563 110,520 54,647 41,910 16,921 14,767 900,336 635,691 Inter-segment sales - - (825) (782) - - (15,687) (14,133) (16,512) (14,915) External sales 710,205 468,494 117,738 109,738 54,647 41,910 1,234 634 883,824 620,776

PROFIT Segment results 281,531 163,827 88,131 89,598 17,347 9,710 12,179 (2,345) 399,188 260,790

Unallocated corporate expenses (15,385) (12,372)

Operating profit 383,803 248,418 Interest income 288 232 108 112 2 3 - - 398 347 Interest expense (3,662) (3,354) (13,301) (12,298) (209) (360) - - (17,172) (16,012) Share of results of associated companies (2,644) (305) (3,074) (1,556) - - 173 234 (5,545) (1,627) Profit before fair value gain/(loss) of

investment properties 275,513 160,400 71,864 75,855 17,140 9,354 (3,033) (14,483) 361,484 231,126 Fair value gain/(loss) of investment properties - - 71,808 (6,091) - - - - 71,808 (6,091) Profit before taxation 275,513 160,400 143,672 69,764 17,140 9,354 (3,033) (14,483) 433,292 225,035 Taxation (39,191) (14,117) (14,237) (13,394) (5,692) (805) (875) 2,265 (59,995) (26,051) Profit after taxation but before non-

controlling interests 236,322 146,283 129,435 56,370 11,448 8,549 (3,908) (12,218) 373,297 198,984 Non-controlling

interests (66,891) (23,838) (10,685) (8,693) (4,990) (3,608) (77) (104) (82,643) (36,243) Profit attributable to

shareholders 169,431 122,445 118,750 47,677 6,458 4,941 (3,985) (12,322) 290,654 162,741

OTHER INFORMATION Segment assets 1,459,337 1,483,232 1,765,612 1,682,991 326,525 309,079 1,897 1,854 3,553,371 3,477,156 Associated companies 194,608 200,879 302,513 302,704 - - 1,511 1,488 498,632 505,071 Consolidated total assets 1,653,945 1,684,111 2,068,125 1,985,695 326,525 309,079 3,408 3,342 4,052,003 3,982,227

Segment liabilities 344,435 520,993 385,639 497,456 16,406 6,028 3,940 2,722 750,420 1,027,199 Unallocated corporate

liabilities (i) - - - - - - - - 363,933 301,655 Consolidated total

liabilities 344,435 520,993 385,639 497,456 16,406 6,028 3,940 2,722 1,114,353 1,328,854

Capital expenditure 8 2 2,503 9,862 457 147 365 77 3,333 10,088 Depreciation 10 10 1,809 3,562 6,979 5,829 163 174 8,961 9,575 Non-cash expenses other than

depreciation 8,507 - - 7,771 - 3 - - 8,507 7,774

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32 stAtement of operAtions by segments (cont’D)

(i) Unallocated corporate liabilities 2010 2009$’000 $’000

Deferred taxation 84,197 84,578Current tax payables 67,027 21,573Borrowings 212,709 195,504

363,933 301,655

33 finAnciAl risk mAnAgement

The Group is exposed to credit risk, foreign currency risk, interest rate risk, liquidity risk and other market risks arising in the normal course of business. The management continually monitors the Group’s risk management process to ensure the appropriate balance between risk and control is achieved. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities.

33.1 Credit risk

Credit risk is the risk of a financial loss that may arise on outstanding financial instruments should a counter-party default on its obligation.

For trade and other receivables, the Group’s policy is to deal with creditworthy counterparties and/or obtaining sufficient rental deposits or bankers’ guarantees, where appropriate, to mitigate credit risk. In addition, these receivables are monitored closely on an ongoing basis. The Group is not exposed to any significant concentration of credit risk.

Cash and fixed deposits are placed with financial institutions which are regulated and reputable.

The maximum exposure to credit risk is represented by the carrying amount of each class of financial assets in the statement of financial position, except as follows:

The Company2010 2009$’000 $’000

Corporate guarantees provided to financial institutions on subsidiary and associated companies’ utilised credit facilities 365,805 566,727

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

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

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N o T E S T o T h E F I N A N C I A L S T A T E M E N T SFinancial statements for the year ended 31 December 2010

33 finAnciAl risk mAnAgement (cont’D)

33.1 Credit risk (cont’d)

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

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

2010 2009The Group $’000 $’000

Trade receivables past due:One month or less 3,768 7,152More than one but less than two months 340 116More than two but less than three months 44 95More than three months 517 639

Trade receivables which are more than three months past due relate mainly to receivables from construction activities which usually take a longer period before repayment are made.

The Company

There are no trade receivables past due.

(iii) Financial assets that are past due and impaired

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

2010 2009The Group $’000 $’000

Gross amount 16,764 512Provision for impairment (9,762) (512)

7,002 -

Movement in provision for impairment:At beginning of the year 512 307Current year provision (Note 24) 9,284 324Provision written back (Note 24) (34) (119)At end of the year 9,762 512

33.2 Foreign currency risk

Currency risk arises on financial instruments that are denominated in a currency other than the functional currency in which they are measured.

The Group is exposed to foreign currency risk on cash and cash equivalents and receivables denominated in currencies other than Singapore dollars.

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N o t e s t o t h e f i N a N c i a l s t a t e m e N t sFinancial statements for the year ended 31 December 2010

33 finanCial risk management (Cont’d)

33.2 Foreign currency risk (cont’d)

The Group is also exposed to currency translation risk arising from its net investments in foreign operations in the PRC and Vietnam. The Group’s net investments in the PRC and Vietnam is not hedged as currency positions in RMB and USD are considered long term in nature.

The carrying amounts of foreign currency denominated monetary assets at end of the reporting period are as follows:

2010 2009Denominated in: US$ HK$ Total US$ HK$ Total$ equivalent $’000 $’000 $’000 $’000 $’000 $’000

The Group

Cash and cash equivalents 180 - 180 215 - 215Other receivables 16,249 49 16,298 17,740 53 17,793

16,429 49 16,478 17,955 53 18,008

For illustrative purposes, the following table demonstrates the sensitivity to a reasonable possible change in the US$ and HK$, RMB and VND (against $), with all other variables held constant, of the Group’s profit before tax and equity:

2010 2009Profit before

taxation EquityProfit before

taxation EquityThe Group $’000 $’000 $’000 $’000

US$- strengthened by 5% (2009 - 5%) 359 359 898 898- weakened by 5% (2009 - 5%) (359) (359) (898) (898)

HK$- strengthened by 5% (2009 - 5%) 2 2 3 3- weakened by 5% (2009 - 5%) (2) (2) (3) (3)

RMB- strengthened by 5% (2009 - 5%) - 23,469 - 23,416- weakened by 5% (2009 - 5%) - (23,469) - (23,416)

VND- strengthened by 5% (2009 - 5%) - 793 - 709- weakened by 5% (2009 - 5%) - (793) - (709)

The Company has minimal exposure to foreign currency risks as there are no assets, liabilities or transactions in foreign currency except for petty cash balances.

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N o t e s t o t h e f i N a N c i a l s t a t e m e N t sFinancial statements for the year ended 31 December 2010

33 finanCial risk management (Cont’d)

33.3 Interest rate risk

Interest rate risk is the risk that the fair value of a financial instrument will fluctuate due to changes in market interest rates.

The Group’s policy is to minimize interest rate risk exposures while obtaining sufficient funds for business expansion and working capital needs. To achieve this, the Group regularly assesses and monitors its cash with reference to its business plans and day-to-day operations.

The Group’s exposure to interest rate risk arises primarily from its interest-bearing deposits and borrowings from financial institutions.

The Group manages its interest cost by using a mix of fixed and variable rate borrowings, and medium term notes.

In respect of interest-bearing financial assets and financial liabilities, the following table indicates their effective interest rates at end of the reporting period and the periods in which they reprice or mature, whichever is earlier:

The Group

2010 NoteEffective

interest rate TotalLess than

1 year1 to 5 years

% $’000 $’000 $’000

Financial assetsFixed deposits 12 0.21 212,085 212,085 -

Financial liabilitiesLoans from non-controlling interests of subsidiary companies 15 1.54 69,828 69,828 - Secured borrowings- Fixed Rate Notes 16 & 22 4.42 280,000 150,000 130,000- Bank loans - Non-current 16 1.10 190,875 190,875 - - Current 22 1.06 68,955 68,955 -

Unsecured borrowings- Fixed Rate Notes 16 & 22 2.36 100,000 70,000 30,000- Bank loans - Current 22 1.92 112,323 112,323 -

821,981 661,981 160,000

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N o t e s t o t h e f i N a N c i a l s t a t e m e N t sFinancial statements for the year ended 31 December 2010

33 finanCial risk management (Cont’d)

33.3 Interest rate risk (cont’d)

The Group (cont’d)

2009 NoteEffective

interest rate TotalLess than

1 year1 to 5 years

% $’000 $’000 $’000

Financial assetsFixed deposits 12 0.13 118,605 118,605 -

Financial liabilitiesLoans from non-controlling interests of subsidiary companies 15 1.77 102,505 102,505 - Secured borrowings- Fixed Rate Notes 16 & 22 4.32 310,000 30,000 280,000- Bank loans - Non-current 16 1.48 433,978 433,978 - - Current 22 0.9 100,000 100,000 -

Unsecured borrowings- Fixed Rate Notes 16 & 22 2.89 90,000 40,000 50,000- Bank loans - Current 22 1.79 105,115 105,115 -

1,141,598 811,598 330,000

The Company

2010 NoteEffective

interest rate TotalLess than

1 year1 to 5 years

% $’000 $’000 $’000

Financial assetsLoans to subsidiary companies 6 1.86 270,839 270,839 -Fixed deposits 12 0.11 29,185 29,185 -

300,024 300,024 -

Financial liabilitiesAdvances from subsidiary companies 21 4.13 237,194 237,194 -Unsecured borrowings- Fixed Rate Notes 16 & 22 2.36 100,000 70,000 30,000- Bank loans - Current 22 1.92 112,323 112,323 -

449,517 419,517 30,000

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N o t e s t o t h e f i N a N c i a l s t a t e m e N t sFinancial statements for the year ended 31 December 2010

33 finanCial risk management (Cont’d)

33.3 Interest rate risk (cont’d)

The Company (cont’d)

2009 NoteEffective

interest rate TotalLess than

1 year1 to 5 years

% $’000 $’000 $’000

Financial assetsLoans to subsidiary companies 6 1.88 287,504 287,504 -Fixed deposits 12 0.10 5 5 -

287,509 287,509 -

Financial liabilitiesAdvances from subsidiary companies 21 2.99 288,207 288,207 -Unsecured borrowings- Fixed Rate Notes 16 & 22 1.79 90,000 40,000 50,000- Bank loans - Current 22 1.79 105,115 105,115 -

483,322 433,322 50,000

For illustrative purpose, the sensitivity analysis performed below is based on the exposure to interest rates for financial instruments at the end of the reporting period and the stipulated change taking place at the beginning of the financial year with all other variables held constant throughout the financial year ended 31 December 2010.

2010 2009Profit before

taxation EquityProfit before

taxation EquityThe Group $’000 $’000 $’000 $’000

Interest rate- decreased by 0.5% per annum 49 49 1,508 1,508- increased by 0.5% per annum (34) (34) (1,246) (1,246)

2010 2009Profit before

taxation EquityProfit before

taxation EquityThe Company $’000 $’000 $’000 $’000

Interest rate- decreased by 0.5% per annum (54) (54) 370 370- increased by 0.5% per annum 54 54 (368) (368)

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33 finAnciAl risk mAnAgement (cont’D)

33.4 Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting financial obligations due to shortage of funds.

The Group monitors its liquidity needs by closely monitoring scheduled debt servicing payments for financial liabilities and its cash outflows due to day-to-day operations, as well as ensuring the availability of funding through an adequate amount of credit facilities, both committed and uncommitted.

The Group also monitors its gearing closely. Details of its gearing are set out in Note 34.

The table below summarises the maturity profile of the Group’s and the Company’s financial liabilities at the end of the reporting period based on contractual undiscounted payments:

The Group 2010 2009Less than

1 year1 to 5 years

Less than 1 year

1 to 5 years

$’000 $’000 $’000 $’000

Trade and other payables 114,341 - 53,652 -Advances, loans and borrowings 405,565 420,703 280,344 866,483

519,906 420,703 333,996 866,483

The Company 2010 2009Less than

1 year1 to 5 years

Less than 1 year

1 to 5 years

$’000 $’000 $’000 $’000

Trade and other payables 12,492 - 7,773 -Advances, loans and borrowings 460,180 30,000 481,143 50,000

472,672 30,000 488,916 50,000

33.5 Project development risk

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

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N o T E S T o T h E F I N A N C I A L S T A T E M E N T SFinancial statements for the year ended 31 December 2010

34 cApitAl mAnAgement

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern and to maintain an optimal capital structure so as to maximise shareholder value. In order to maintain or achieve an optimal capital structure, the Group may issue new shares, adjust the amount of dividend payment, obtain new borrowings or sell assets to reduce borrowings.

The Group monitors capital using a gearing ratio, which is net debt divided by total equity. The Group’s current strategy is to maintain the gearing ratio below 1.2 times.

2010 2009The Group $’000 $’000

Borrowings 756,440 1,044,322Less: Cash and cash equivalents 234,555 151,939

521,885 892,383

Total equity 2,937,650 2,653,373

Gearing 0.18 times 0.34 times

The Group and the Company have complied with the financial ratios imposed by the banks.

35 finAnciAl instruments

Fair values

Other than as disclosed elsewhere in the financial statements, the carrying amounts of the financial assets and financial liabilities as reflected in the statements of financial position approximate their fair values.

Fair value measurements recognised in the statement of financial position

The following table presents financial assets and liabilities measured at fair value in the statement of financial position in accordance with the fair value hierarchy. The hierarchy groups financial assets and liabilities into three levels based on the relative reliability of significant inputs used in measuring the fair value of these financial assets and liabilities. The fair value hierarchy has the following levels:

• Level1:quotedprices(unadjusted)inactivemarketsforidenticalassetsandliabilities;

• Level2:inputsotherthanquotedpricesincludedwithinLevel1thatareobservablefortheassetorliability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

• Level3:inputsfortheassetorliabilitythatarenotbasedonobservablemarketdata(unobservableinputs).

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35 finAnciAl instruments (cont’D)

Fair values (cont’d)

The financial assets at fair value in the statement of financial position are grouped into fair value hierarchy as follows:

Level 1 Level 2 Level 3 TotalThe Company and The Group $’000 $’000 $’000 $’000

As 31 December 2010

Derivative financial asset - 3,916 - 3,916

Derivative foreign exchange contracts

The fair value of forward exchange contracts is based on their listed market price, if applicable. If a listed market price is not available, then fair value is estimated by discounting the difference between the contractual forward price and the current forward price for the residual maturity of the contract.

36 new or reviseD Accounting stAnDArDs AnD interpretAtions not yet effective

At the date of authorisation of these financial statements, the following FRS and INT FRS were issued but not yet effective:

Reference Description

Effective date(annual periods

beginning on or after)

FRS 24 (revised) Related Party Disclosure 01.01.2011Amendments to FRS 32 Classification of Rights Issues 01.02.2010Amendments to FRS 101 Limited Exemption from Comparative 01.07.2010

FRS 107 Disclosure for First-time AdoptersAmendments to INT FRS 114 Prepayments of a Minimum Funding Requirement 01.01.2011INT FRS 115 Agreements for Construction of Real Estate 01.01.2011INT FRS 119 Extinguishing Financial Liabilities with Equity 01.07.2010

InstrumentsImprovements to FRSs 2010 01.07.2010/

01.01.2011

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N o T E S T o T h E F I N A N C I A L S T A T E M E N T SFinancial statements for the year ended 31 December 2010

36 new or reviseD Accounting stAnDArDs AnD interpretAtions not yet effective (cont’D)

The Group’s assessment of the impact of adopting those standards, amendments and interpretations that are relevant to the Group is set out below:

FRS 24 (revised) Related Party Disclosures

The amendment removes the requirement for government-related entities to disclose details of all transactions with the government and other government-related entities. It also clarifies and simplifies the definition of a related party. However, the revised definition of a related party will also mean that some entities will have more related parties and will be required to make additional disclosures.

Management is currently considering the revised definition to determine whether any additional disclosures will be required. As this is a disclosure standard, it will have no impact on the financial position or financial performance of the Group when implemented in 2011.

Amendment to INT FRS 115 Agreements for Construction of Real Estate

INT FRS 115 provides guidance on the accounting for agreements for the construction of real estate with regard to the accounting standard to be applied (FRS 11 Construction Contracts or FRS 18 Revenue) and the timing of revenue recognition. Revenue arising from agreements for the construction of real estate is recognised by reference to the stage of completion of the contract activity if the agreements meet the definition of construction contracts in accordance with FRS 11 or the revenue recognition criteria of FRS 18 is met continuously as construction progresses.

Management is currently considering the criteria set out in FRS 11 to assess if there is any impact arising from the revenue recognition of the overseas construction contracts. However, management does not anticipate that the adoption of the new or amended INT FRS will result in any material impact to the financial statements when implemented in 2011.

Improvements to FRSs 2010

Improvements to FRSs 2010 will become effective for the Group’s financial statements for the year ending 31 December 2011. These improvements contain amendments to various accounting standards that result in accounting changes for presentation, recognition or measurement purposes and terminology or editorial amendments. The Group is in the process of assessing the impact of these amendments.

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S T A T I S T I C S o F S h A r E h o L D I N g SAs at 10 March 2011

Distribution of shAreholDings

No. ofSize of Shareholdings Shareholders % No. of Shares %

1 - 999 329 1.87 134,671 0.011,000 - 10,000 13,413 76.22 60,312,918 3.7910,001 - 1,000,000 3,813 21.67 159,618,774 10.041,000,001 and above 43 0.24 1,370,314,712 86.16

Total : 17,598 100.00 1,590,381,075 100.00

twenty lArgest shAreholDers

No. Name No. of Shares %

1 Kuok (S'pore) Ltd 542,310,066 34.102 Jaytech Limited 232,356,662 14.613 Citibank Nominees S'pore Pte Ltd 163,208,311 10.264 HSBC (Singapore) Nominees Pte Ltd 80,687,976 5.075 Kerry Holdings Limited 64,526,517 4.066 DBS Nominees Pte Ltd 53,699,016 3.387 DBSN Services Pte Ltd 35,544,900 2.238 Noblespirit Corporation 31,000,000 1.959 UOB Kay Hian Pte Ltd 22,622,943 1.42

10 United Overseas Bank Nominees Pte Ltd 20,955,970 1.3211 Raffles Nominees Pte Ltd 19,864,676 1.2512 Comfort Assets Limited 11,367,993 0.7113 Mellford Pte Ltd 7,723,000 0.4914 DB Nominees (S) Pte Ltd 6,825,489 0.4315 BNP Paribas Securities Services Singapore 5,899,209 0.3716 Morgan Stanley Asia (S’pore) Securities Pte Ltd 5,431,286 0.3417 Kim Eng Securities Pte. Ltd 4,752,000 0.3018 Balkane Investment Pte Ltd 3,948,000 0.2519 OCBC Nominees Singapore Pte Ltd 3,940,500 0.2520 DBS Vickers Securities (S) Pte Ltd 3,836,500 0.24

Total : 1,320,501,014 83.03

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S u b S T A N T I A L S h A r E h o L D I N g SAs at 10 March 2011

Name

Shareholdings registered in the

name of substantial shareholders

Shareholdings in which the substantial

shareholders are deemed to have an

interestTotal

shareholdings %

1 Jaytech Limited 232,356,662 - 232,356,662 14.612 Kerry Group Limited * - 343,942,172 343,942,172 21.62 3 Kerry Holdings Limited ** 64,526,517 248,415,655 312,942,172 19.67 4 Kuok (Singapore) Limited 542,310,066 - 542,310,066 34.10

* Kerry Group Limited is deemed to have interests in: 11,367,993 shares held by Comfort Assets Limited 232,356,662 shares held by Jaytech Limited 64,526,517 shares held by Kerry Holdings Limited 1,641,000 shares held by Natalon Company Limited 750,000 shares held by Dalex Investments Limited 31,000,000 shares held by Noblespirit Corporation 2,300,000 shares held by Kerry Asset Management Limited (1,800,000 shares through Raffles Nominees Pte Ltd and 500,000 shares through UOB Kay Hian (HK) Ltd) ** Kerry Holdings Limited is deemed to have interests in: 232,356,662 shares held by Jaytech Limited 11,367,993 shares held by Comfort Assets Limited 1,641,000 shares held by Natalon Company Limited 750,000 shares held by Dalex Investments Limited 2,300,000 shares held by Kerry Asset Management Limited (1,800,000 shares through Raffles Nominees Pte Ltd and 500,000 shares through UOB Kay Hian (HK) Ltd)

public shAreholDing As At 10 mArch 2011

Based on the registers of shareholders and to the best knowledge of the Company, the percentage of shareholding held in the hands of the public is approximately 43.56%. The Company is therefore in compliance with Rule 723 of the SGX-ST Listing Manual.

Directors’ shAreholDings As At 21 JAnuAry 2011

No. of ordinary shares fully paid

Name of DirectorDirect Interest

Held by DirectorsDeemed Interest

No. of SharesTotal interestNo. of Shares

1 Mr Goh Soo Siah 2,952,307 1,473,601 4,425,9082 Mr Andrew Choo Hoo 870,000 - 870,0003 Mr Khor Thong Meng 2,000,901 - 2,000,9014 Mr Ang Keng Lam - 309,441 309,4415 Mdm Kuok Oon Kwong 2,550,000 237,000 2,787,0006 Mr Jimmy Seet Keong Huat 300,000 - 300,0007 Mr Keith Tay Ah Kee 372,000 - 372,0008 Mr Wan Fook Kong 300,000 - 300,0009 Mr Michael Chang Teck Chai 130,500 - 130,500

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N o t i c e o f a N N U a l G e N e R a l m e e t i N G

NOTICE IS HEREBY GIVEN that the 25th Annual General Meeting of Allgreen Properties Limited will be held at The Gallery, Level 2, Traders Hotel, 1A Cuscaden Road, Singapore 249716 on 28 April 2011 at 10:30 am to transact the following ordinary and special business:

as ordinary business

1. To receive and adopt the Audited Accounts of the Company for the year ended 31 December 2010 and the Reports of Directors and Auditors thereon.

(Resolution No. 1)

2. To declare a Final Tax Exempt (One-Tier) Dividend of 5 cents per share for the year ended 31 December 2010.

(Resolution No. 2)

3. To approve the payment of S$ 692,500 as Directors’ Fees for the year ended 31 December 2010 (2009 : S$490,400)

(Resolution No. 3)

4. To elect the following Directors retiring pursuant to Article 94 of the Articles of Association of the Company and who, being eligible, offer themselves for re-election:

(i) Mr Andrew Choo Hoo(ii) Mdm Kuok Oon Kwong(iii) Mr Keith Tay Ah Kee

(Resolution No. 4)(Resolution No. 5)(Resolution No. 6)

5. To elect the following Directors retiring pursuant to Article 95 of the Articles of Association of the Company and who, being eligible, offer themselves for re-election:

(i) Mr Lau Wah Ming(ii) Mr Michael Chang

(Resolution No. 7) (Resolution No. 8)

6. To re-appoint the following Directors pursuant to Section 153(6) of the Companies Act (Chapter 50) who will hold office until the next Annual General Meeting:

(i) Mr Jimmy Seet Keong Huat(ii) Mr Goh Soo Siah

(Resolution No. 9) (Resolution No. 10)

7 To re-appoint Messrs Foo Kon Tan Grant Thornton as the Company’s Auditors and to authorise the Directors to fix their remuneration.

(Resolution No. 11)

as sPeCial business8 To consider and if thought fit, to pass the following resolutions as Ordinary

Resolutions :-

“RESOLVED THAT pursuant to Section 161 of the Companies Act (Cap.50) and the Listing Manual of the Singapore Exchange Securities Trading Limited, authority be and is hereby given to the Directors of the Company to allot and issue shares of the Company (“shares”), whether by way of rights, bonus or otherwise, at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may in their absolute discretion deem fit provided that:

(Resolution No. 12)

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N o t i c e o f a N N U a l G e N e R a l m e e t i N G

(i) the aggregate number of shares to be issued pursuant to this Resolution does not exceed 50 per cent of the number of issued shares of the Company, of which the aggregate number of shares to be issued other than on a pro rata basis to shareholders of the Company does not exceed 20 per cent of the number of issued shares of the Company (to be calculated in such manner as may be prescribed by the Singapore Exchange Securities Trading Limited from time to time); and

(ii) (unless revoked or varied by the Company in general meeting) the authority conferred by this Resolution shall continue in force until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier.”

9. “RESOLVED THAT pursuant to Section 161 of the Companies Act (Cap. 50), the Directors of the Company be authorised to allot and issue shares in the Company to the holders of options granted by the Company under the Allgreen Share Option Scheme (the “Scheme”) upon the exercise of such options and in accordance with the rules of the Scheme provided always that the aggregate number of shares to be allotted and issued pursuant to the Scheme shall not exceed 15% of the total number of issued shares of the Company for the time being.”

(Resolution No. 13)

10. To transact any other business that may be transacted at an Annual General Meeting.

BY ORDER OF THE BOARDMS ISOO TANCOMPANY SECRETARYSINGAPORE, 5 April 2011

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notes:

1. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint not more than two proxies to attend and vote in his stead. A proxy need not be a member of the Company. Where a member appoints two proxies, he shall specify on each instrument of proxy the number of shares in respect of which the appointment is made, failing which the appointment shall be deemed to be in the alternative.

2. A member of the Company which is a corporation is entitled to appoint its authorised representative or proxy to vote on its behalf.

3. The instrument appointing a proxy must be deposited at the registered office of the Company at 1 Kim Seng Promenade #05-02, Great World City, Singapore 237994 not less than 48 hours before the time appointed for the Meeting.

explAnAtory notes:

1. The proposed Resolutions 9 and 10 above, if passed, will authorise Mr Jimmy Seet Keong Huat and Mr Goh Soo Siah, who are both over the age of 70, to continue in office as Directors of the Company until the next Annual General Meeting of the Company.

2. Ordinary Resolution No. 12 is to empower the Directors of the Company to issue shares in the Company up to a number not exceeding 50% of the number of issued shares of the Company, with a sub-limit of 20% for shares issued other than on a pro rata basis to shareholders. Subject to such manner of calculation as may be prescribed by the Singapore Exchange Securities Trading Limited for the purpose of determining the aggregate number of shares that may be issued, the percentage of issued shares is based on the number of the Company’s issued shares at the date of the passing of the Resolution approving the mandate after adjusting for any new shares arising from the conversion or exercise of convertible securities, new shares arising from exercising share options or vesting of share awards outstanding or subsisting at the time of the passing of the Resolution approving the mandate, and any subsequent consolidation or subdivision of shares.

3. Ordinary Resolution No. 13 is to empower the Directors of the Company to issue shares of the Company to option holders upon the exercise of options granted under the Allgreen Share Option Scheme provided that the aggregate number of shares to be issued does not exceed 15% of the total number of issued shares of the Company for the time being.

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Page 133: AllGreen AR 2010

p r o X y F o r M

I/We ofbeing a *member/members of Allgreen Properties Limited (“the Company”) hereby appoint

nAme ADDress nric/pAssport no. proportion of shAreholDings (%)

and/or (delete as appropriate)

or failing *him/her, the Chairman of the 25th Annual General Meeting (“AGM”) of the Company, as *my/our *proxy/proxies to attend and vote for *me/us on *my/our behalf at the AGM to be held on 28 April 2011 at 10.30 am and at any adjournment thereof. *I/We direct *my/our *proxy/proxies to vote for or against the Resolutions to be proposed at the AGM as indicated hereunder. If no specific direction as to voting is given, the *proxy/proxies will vote or abstain from voting at *his/their discretion, as *he/they will on any other matter arising at the AGM.

no. resolutions for AgAinst1. To receive and adopt the Audited Accounts for the year ended 31

December 2010 and the Reports of the Directors and Auditors thereon.2. To declare a Final Tax Exempt (One-Tier) Dividend of 5 cents per share

for the year ended 31 December 2010.3. To approve payment of Directors’ Fees for the year ended 31 December 2010.

4.5.6.

To re-elect the following Directors pursuant to Article 94 of the Articles of Association of the Company:

(i) Mr Andrew Choo Hoo (ii) Mdm Kuok Oon Kwong (iii) Mr Keith Tay Ah Kee

7.8.

To elect the following Directors retiring pursuant to Article 95 of the Articles of Association of the Company and who, being eligible, offer themselves for re-election:

(i) Mr Lau Wah Ming (ii) Mr Michael Chang

9.10.

To re-appoint the following Directors pursuant to Section 153(6) of the Companies Act (Chapter 50) who will hold office until the next Annual General Meeting:

(i) Mr Jimmy Seet Keong Huat (ii) Mr Goh Soo Siah

11. To re-appoint Messrs Foo Kon Tan Grant Thornton as Auditors and to authorise the Directors to fix their remuneration.

12. To authorise the Directors to issue new shares pursuant to Section 161 of the Companies Act (Cap. 50) and the Listing Manual of SGX-ST.

13. To authorise the Directors to issue shares to option holders upon the exercise of options granted under the Allgreen Share Option Scheme.

Dated this day of 2011

Signature(s) of Member(s)/Common Seal

* Delete accordingly

IMPORTANT: PLEASE READ NOTES ON THE REVERSE

no. of shAres helD

1. For investors who have used their CPF moneys to buy Allgreen Shares, this report is forwarded to them at the request of their CPF Approved Nominees and is sent solely FOR INFORMATION ONLY.

2. This Proxy Form is not valid for use by CPF Investors and shall be ineffective for all intents and purposes if used or purported to be used by them.

Page 134: AllGreen AR 2010

notes:

1. Please insert the total number of shares held by you. If you have shares entered against your name in the Depository Register (as defined in Section 130A of the Companies Act, Chapter 50), you should insert that number of shares. If you have shares registered in your name in the Register of Members, you should insert that number of shares. If you have shares entered against your name in the Depository Register and shares registered in your name in the Register of Members, you should insert the aggregate number of shares entered against your name in the Depository Register and registered in your name in the Register of Members. If no number is inserted, the instrument appointing a proxy or proxies shall be deemed to relate to all the shares held by you.

2. A member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint one or two proxies to attend and vote in his stead. A proxy need not be a member of the Company.

3. Where a member appoints two proxies, the appointments shall be invalid unless he specifies the proportion of his shareholding (expressed as a percentage of the whole) to be represented by each proxy.

4. The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 1 Kim Seng Promenade #05-02, Great World City, Singapore 237994 not later than 48 hours before the time appointed for AGM.

5. The instrument appointing a proxy or proxies must be signed by the appointor or his attorney, duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a body corporate, it must be executed either under its seal or under the hand of an officer or attorney duly authorised. Where an instrument appointing a proxy or proxies is signed on behalf of the appointor by an attorney, the letter of power of attorney or a duly certified copy thereof must be lodged with the instrument, failing which the instrument may be treated as invalid.

6. A corporation which is a member may authorise by resolution of its directors or other governing body such person as it thinks fit to act as its representative at the AGM in accordance with its Articles of Association and Section 179 of the Companies Act, Chapter 50.

7. The Company shall be entitled to reject the instrument of proxy or proxies if it is incomplete, improperly completed or illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument appointing a proxy or proxies. In addition, in the case of shares entered in the Depository Register, the Company may reject any instrument of proxy or proxies lodged if the member, being the appointor, is not shown to have shares entered against his name in the Depository Register as at 48 hours before the time appointed for holding the AGM, as certified by The Central Depository (Pte) Limited to the Company.

3rd fold here

2nd fold here

1st fold here

Please Affix Postage Stamp

Here

the compAny secretAryALLGREEN PROPERTIES LIMITED1 KIM SENG PROMENADE #05-02

GREAT WORLD CITYSINGAPORE 237994

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A l l g r e e n P r o P e r t i e s l i m i t e d

1 K i m S e n g P r o m e n a d e # 0 5 - 0 2 G r e a t W o r l d C i t y S i n g a p o r e 2 3 7 9 9 4( C o m p a n y R e g i s t r a t i o n N o . : 1 9 8 6 0 1 0 0 9 N )