ANNUAL REPORT 2005 - Singapura Finance Directory 4 SINGAPURA FINANCE | ANNUAL REPORT 2005 Board of...

ANNUAL REPORT 2005

CONTENTS

2 CHAIRMAN’S MESSAGE 4 CORPORATE DIRECTORY 6 BOARD OF DIRECTORS 8 FINANCIAL HIGHLIGHTS 10 CORPORATE GOVERNANCE

18 DIRECTORS’ REPORT 22 STATEMENT BY DIRECTORS 23 REPORT OF THE AUDITORS TO THE MEMBERS 24 BALANCE SHEETS

25 CONSOLIDATED PROFIT & LOSS ACCOUNTS 26 STATEMENT OF CHANGES IN EQUITY 27 CONSOLIDATED STATEMENT OF CASH FLOWS

28 NOTES TO THE FINANCIAL STATEMENTS 47 SHAREHOLDINGS STATISTICS 49 NOTICE OF ANNUAL GENERAL MEETING

52 OUR SERVICES 53 PROXY FORM

We’ve been helping Singaporeans realise

their visions since 1950

FINANCIAL CALENDAR 2004/2005

8 February 2005 Announcement of unaudited Half-Year Results ended 31 December 2004.

30 June 2005 End of Financial Year

25 August 2005 Announcement of Results for the Full Year ended 30 June 2005

16 September 2005 Release of Annual Report 2005

12 October 2005 Annual General Meeting

19 October 2005 Books Closure Date for Dividend Entitlement

27 October 2005 Payment of a First & Final Dividend and a Special Dividend

We’ve been there from the start. And even in these challenging times, we continue to help countless Singaporeans turn their budding visions into fruitful reality.

On behalf of the Board of Directors,

I am pleased to present the Annual

Report and Financial Statements of

the Group and the Company for the

year ended 30 June 2005.

The Singapore economy slowed

to 6.9% in the second half of 2004

after a strong growth of 10.1% in the

first half. The economy continued to

decline in the first half of 2005 which

registered a GDP growth of 4%.

Competition for business and rising

costs had resulted in the erosion of

profit margins.

For the year under review, your

Group’s pre-tax profit attributable

to shareholders was $17.7 million.

The profit figure was arrived at after

making a total loan provision of $1.3

million for the current year plus a total

write-back of general provisions of

$11.5 million from the prior years no

longer required in compliance with

the revised MAS regulations relating

to loan provisions for finance com-

panies. The level of general provision

required was reduced from 3.5% of

the total loans and receivables net of

specific provisions to 1.5% of the total

loans and receivables net of collaterals

and specific provisions.

Our re-engineering strategy of

reaching out to all new and existing

customers through a robust series of

highly focused print advertisements

programme to fully engage our

customers’ needs in helping to bring

their vision to reality had produced

results. For the period under review,

our total assets recorded a growth of

27% to $546 million. Total deposits

and savings of our customers rose

33% to $375 million while total loans

and advances expanded by 24% to

$391 million.

Subject to shareholders’ approval

at the forthcoming Annual General

Meeting, your Board is pleased to

recommend the payment of a first

and final dividend of 6% and a special

dividend of 3% (2004: 6% plus a

special dividend of 3%) less 20% tax

for the current financial year.

The Board of Directors is commit-

ted to achieving and maintaining high

standards of corporate governance

for the protection of the interest of

our shareholders. To this end, we

have engaged a firm of consultants to

review and enhance our Risk Manage-

ment Framework in managing risks

in the light of our current computer

upgrading exercise. The new comput-

er system will provide an enhanced

real-time retail banking service with

quicker response time together with

a fully integrated loan origination

platform which will be operational by

October this year. To coincide with

the system enhancement, extensive

staff training programmes are under

way to further improve work-flow and

efficiency to better serve the needs of

our customers.

The outlook for the Singapore

economy is positive. The GDP growth

for the second half is expected to be

better than the first half of 2005, with

the official revised growth estimates

to be on track at between 3.5%

– 4.5%. Keener competition for busi-

Chairman’s Statement

2 SINGAPURA FINANCE | ANNUAL REPORT 2005

We’ve been there from the start. And even in these challenging times, we continue to help countless Singaporeans turn their budding visions into fruitful reality.

ness and rising costs are expected to

put further pressure on profit margins.

The Company will continue its strategy

of expanding its niche markets with

prudence.

On behalf of the Board, I would

like to take this opportunity to thank

our shareholders and customers for

their continued support and confi-

dence in the Company and manage-

ment and staff for their unwavering

dedication and hard work. Finally, I

would like to thank my colleagues on

the Board for their wise counsel and

contributions.

Teo Chiang Long

Chairman

Singapore, 25 August 2005

Corporate Directory


Board of DirectorsTeo Chiang Long Chairman & Managing Director CEO

Ong Pang Boon

Phua Bah Lee

Teoh Eng Hong

Jamie Teo Miang Yeow Deputy Chief Executive Officer

[appointed on 17 March 2005]

William Ho Ah Seng

Executive Committee Teo Chiang Long

Teoh Eng Hong

Jamie Teo Miang Yeow

William Ho Ah Seng

Nguy Joo Tian [Mrs]

Audit CommitteeOng Pang Boon Chairman

Phua Bah Lee

Teoh Eng Hong

Teo Chiang Long

Nominating Committee Ong Pang Boon Chairman

Teo Chiang Long

Phua Bah Lee

Teoh Eng Hong

Remuneration Committee Teoh Eng Hong Chairman

Ong Pang Boon

Teo Chiang Long

Phua Bah Lee

Jamie Teo Miang Yeow [appointed on 17 March 2005]

Risk Management Committee Teo Chiang Long Chairman


William Ho Ah Seng

Nguy Joo Tian (Mrs)

Company Secretary Nguy Joo Tian (Mrs)

Assistant Company SecretaryBlandina Chia Swee Hoon (Ms)

[appointed on 6 April 2005]

SINGAPURA FINANCE | ANNUAL REPORT 2005 5

Share Registrars & Share Transfer OfficeM & C Services Private Limited

138 Robinson Road #17-00

The Corporate Office

Singapore 068906

Tel: 62276660

Fax: 62251452

AuditorsKPMG

Certified Public Accountants, Singapore

16 Raffles Quay #22-00

Hong Leong Building

Singapore 048581

Audit Partner: Mr Quek Shu Ping

(Since Financial Year 2005)

BankersDBS Bank Ltd

Oversea-Chinese Banking Corporation Ltd

United Overseas Bank Ltd

Registered OfficeSingapura Finance Ltd

150 Cecil Street #01-00

Singapore 069543

Tel: 68800633

Fax: 62258310

www.singapurafinance.com.sg

Key Management Staff

Teo Chiang Long

Chairman of the Board & Managing Director CEO

(Please refer to Profile write-up on page 6)


Executive Director and Deputy Chief Executive Officer


William Ho Ah Seng

Executive Director


Nguy Joo Tian (Mrs)

General Manager

Age: 59. Mrs Nguy Joo Tian joined Singapura Finance Ltd

as the General Manager & Company Secretary in September

1993. She is a member of the Risk Management and

Executive Committees.

Prior to joining the Company, Mrs Nguy was a lawyer in an

insurance brokerage and financial services corporation in New

York. She also has had legal work experience in Singapore.

Mrs Nguy holds a Bachelor of Law (Honours) degree from

the University of Singapore.

Goh Teik Liang

General Manager (Loans)

Age: 53. Mr Goh joined Singapura Finance Ltd in January

2003 as Senior Manager in charge of the marketing of Small

Enterprise Loans. In March 2005, he was promoted to General

Manager responsible for the marketing and administration of

financial products of the Company.

Prior to joining the Company, Mr Goh had worked in

several financial institutions in Singapore. He joined UOB in

1989 as Head of Asset Based Unit and in 1994 he was with

HL Bank (Singapore) as Head of Commercial and Corporate

Banking. He was the Finance Director of a public listed

Company in Australia.

Mr Goh holds a Bachelor of Science Degree (Agribusiness)

from Universiti Pertanian Malaysia.

Board of Directors


Age: 60. Mr Teo Chiang Long joined

the Board of Singapura Finance Ltd

on 10 March 1981. He was appointed

Chairman of the Board on 8 November

2002, and he continues as the Managing

Director and Chief Executive Officer,

which he has held since 1 March 1989.

He was last re-elected as a Director

on 12 October 2004. Mr Teo is a

member of the Audit, Nominating,

Remuneration, Risk Management and

Executive Committees.

Mr Teo is a non-executive Chairman

of Cerebos Pacific Limited, and AXA

Insurance Singapore Pte Ltd. He is a

member of the Ngee Ann Polytechnic

Council and serves on the Singapore

Chinese Chamber of Commerce &

Industry Council in various capacities

since 1987.

Mr Teo graduated with a Bachelor

of Economics degree from the

University of Adelaide, Australia. He is

a Fellow Member of the CPA Australia

and a non-practicing CPA of the

Institute of Certified Public Accountants

of Singapore. He is a fellow member of

the Singapore Institute of Directors.

Mr Teo Chiang Long

Chairman & Managing Director CEO

Age: 76. Mr Ong Pang Boon joined

the Board of Singapura Finance Ltd on

6 March 1985. He was last re-appointed

as a Director on 12 October 2004. Mr

Ong is the Chairman of the Audit and

Nominating Committees and a member

of the Remuneration Committee.

Mr Ong is a Director of City

Developments Limited. He also sits on

the Boards of Hong Leong Holdings

Limited and several companies within

the Hong Leong Group.

Mr Ong holds a Bachelor of Arts

(Honours) degree from the University of

Malaya and has extensive experience in

the real estate and hotel businesses.

Mr Ong Pang Boon

Independent & Non-Executive

Director

Mr Phua Bah Lee


Director

Age: 72. Mr Phua Bah Lee joined

the Board of Singapura Finance Ltd

on 19 October 1988. He was last re-

appointed as a director on 12 October

2004. Mr Phua is a Member of the

Audit, Nominating and Remuneration

Committees.

Mr Phua is a Director of Metro

Holdings Limited, GP Batteries

International Ltd, GP Industries Ltd,

Pan-United Corporation Ltd, QAF Ltd

and Wing Tai Holdings Ltd. He was the

Parliamentary Secretary of the Ministry

of Communications from 1968 to 1971

and Senior Parliamentary Secretary of

the Ministry of Defence from 1972 to

1988. He was a Member of Parliament

for the Tampines Constituency from

1968 to 1988. He graduated from the

Nanyang University of Singapore with

a Bachelor of Commerce degree.


Mr Teoh Eng Hong


Director

Mr William Ho Ah Seng

Executive Director

Mr Jamie Teo Miang Yeow

Executive Director & Deputy Chief

Executive Officer

Age: 62. Mr Teoh Eng Hong joined the

Board of Singapura Finance Ltd on 18

June 1992. He was last re-elected as a

Director on 12 October 2004. Mr Teoh

is the Chairman of the Remuneration

Committee. He is also a member of

the Audit, Nominating and Executive

Committees.

Mr Teoh was with Shell Eastern

Petroleum Company in Singapore for

over 30 years and had held various

senior management positions including

Director of Sales & Marketing. Mr Teoh

holds a Bachelor of Economics degree

(1st class Honours) from the University

of Adelaide, Australia. He has extensive

experience in many aspects of oil and

chemical related businesses. His other

interest is in the education industry.

Age: 62. Mr William Ho Ah Seng

joined Singapura Finance Ltd as the

General Manager on 2 April 1983

and was appointed to the Board as

Executive Director on 1 March 1989.

He was last re-elected as a Director on

17 October 2003. He is a member of

the Risk Management and Executive

Committees.

Earlier in his career, Mr Ho worked

for the National Giro Bank in the United

Kingdom and the Singapore High

Commission in London. Prior to join-

ing the Company he was the Manager

of Standard Chartered Finance for

over ten years. Mr Ho holds a Bachelor

of Science degree in Sociology from

the University of London. He sits on

the Council of the Association of Hire

Purchase and Finance Companies. A

veteran in the finance industry, Mr Ho

is currently the Chairman of the Finance

Houses Association of Singapore. He is

a member of the Singapore Institute of

Directors.

Age: 32. Mr Jamie Teo Miang Yeow

joined Singapura Finance Ltd on 30

March 2000 and was appointed to

the Board as Executive Director on

8 November 2002. Mr Teo was last

re-elected as a Director on 17 October

2003 and he was appointed Deputy

Chief Executive Officer on 17 March

2005.

Mr Teo is a member of the

Remuneration, Risk Management and

Executive Committees. Prior to joining

the Company, he worked with Ernst

& Young Consultants as a senior

consultant.

Mr Teo holds a Bachelor of Arts

degree and a Master in Business

Administration from the University

of Adelaide, Australia. He also holds

directorships in several private

companies. He is a Council member

at Ngee Ann Kongsi, and a member

of the Singapore Institute of Directors.

Financial Highlights

PROFITS (S$’000,000)

2001 2002 2003 2004 2005

16

0

TOTAL ASSETS (S$’000,000)

2001 2002 2003 2004 2005

600

500

400

300

200

100

0

LOANS (S$’000,000)

2001 2002 2003 2004 2005

400

300

200

100

0

DEPOSITS (S$’000,000)

2001 2002 2003 2004 2005

400

300

200

100

0

14

12

10

8

6

4

2

BEFORE TAX AFTER TAX


2001 2002 2003 2004 2005 $’000 $’000 $’000 $’000 $’000

Capital EmployedTotal assets 371,857 366,819 379,048 431,343 546,102

Net assets 115,909 117,493 118,595 121,050 132,778

Net assets per share 2.14 2.17 2.19 2.23 2.45

Share CapitalAuthorised 200,000 200,000 200,000 200,000 200,000

Issued and fully paid 54,163 54,163 54,163 54,163 54,163

Loans and DepositsLoans 288,556 297,059 290,207 339,982 402,896

Deposits 237,466 231,303 240,300 282,767 375,014

Profits and Retained EarningsProfit before tax 4,849 5,145 4,755 6,646 17,709

Profit after tax 3,591 4,038 3,637 4,990 15,628

Gross dividend 3,250 3,250 3,250 4,875 4,875

Retained earnings 20,941 21,525 21,727 22,946 30,774

Earnings per Share and DividendsEarnings per share (before tax) 9.0 cents 9.5 cents 8.8 cents 12.27 cents 32.7 cents

Gross dividend per share 6.0 cents 6.0 cents 6.0 cents 9.0 cents 9.0 cents

SINGAPURA FINANCE | ANNUAL REPORT 2005 9SINGAPURA FINANCE | ANNUAL REPORT 2005 9

Singapura Finance Ltd is committed to achieving and maintaining high standards of corporate governance in order to protect

the interest of shareholders. It adopts corporate governance practices in conformity with the Code of Corporate Governance

issued by the Singapore Exchange Securities Trading Limited (“SGX-ST”).

THE BOARD OF DIRECTORS The Board comprises of six members of whom three are executive Directors, namely, Mr Teo Chiang Long who is the Chairman

of the Board, Mr Jamie Teo Miang Yeow and Mr William Ho Ah Seng, and the three independent non-executive Directors,

namely, Mr Ong Pang Boon, Mr Phua Bah Lee and Mr Teoh Eng Hong.

Members of the Board are prominent business leaders, and professionals with financial banking and business management

backgrounds. The members as a group provide core competencies to ensure the effectiveness of the Board. Details of the

Directors’ professional qualifications and background can be found on pages 6 to 7.

The Board determines the Group’s overall business strategy and supervises the management of the business and affairs of the

Group.

Apart from its statutory responsibilities, the Board approves the strategic plans, annual budget, key operational issues, loans,

and reviews the financial performance of the Group. Other matters which are referred to the Board for approval include: -

• Quarterly/Half Yearly and Yearly Reports;

• Statutory Financial Statements;

• Major transactions, acquisitions, and loans and funding decisions;

• Interested person transactions; and

• Risk Management Policies and Corporate Governance.

The Board conducts at least two scheduled meetings a year. The Board also holds ad hoc meetings as and when required.

Board meetings are allowed to be held via teleconference and video-conference. Board’s approval for specific proposals may

also be obtained through written resolutions by circulation due to exigencies.

As a principle of good corporate governance, all Directors are subject to re-appointment and re-election at regular intervals as

provided in the Company Articles of Association.

The Directors have multiple board representations, but the Nominating Committee is satisfied that the Directors have been

able to devote adequate time and attention to fulfill their duties as Directors of the Company in addition to their multiple

board representations.

The Board has reviewed its composition and is satisfied that the current size of the board is appropriate and adequate for

effective decision-making having regard to its present scale of operations.

Corporate Governance


ACCESS OF INFORMATIONAll Directors have unrestricted access to the Company’s records and information and receive detailed financial and operational

reports from senior management during the year to enable them to carry out their duties.

In addition, Directors have separate and independent access to the advice and services of the Company Secretary and the

Assistant Company Secretary. The Company Secretaries attend all Board meetings. Each Director has the right to seek

independent legal and other professional advice, at the Company’s expense, concerning any aspect of the Group’s operations

or undertakings in order to fulfil their duties and responsibilities as Directors.

TRAINING OF DIRECTORSAll new Directors will be given briefing sessions on the operations of all the key business and support units. Directors are also

updated regularly on accounting and regulatory changes.

Directors may at any time request further explanations, briefings or informal discussions on any aspect of the Company

operations.

INDEPENDENT MEMBERS OF THE BOARDIndependent Directors shall at all times make up at least one-third of the Board. Currently three of the six members of the

Board are independent non-executive Directors. They are Mr Ong Pang Boon, Mr Phua Bah Lee and Mr Teoh Eng Hong. The

Board considers an “independent” Director as one who has no relationship with the Company, its related companies or its

officers that could interfere, or be reasonably perceived to interfere, with the exercise of the Director’s independent business

judgment.

As non-executive members of the Board, the independent Directors do not have management functions in the Company.

However, all the Directors have equal responsibility and make contributions towards the performance of the Group.

The Board considers its non-executive Directors to be of significant influence and their views to be of sufficient weight that no

individual or small group can dominate the Board’s decision-making processes.

ROLE OF CHAIRMAN & MANAGING DIRECTOR CEOMr Teo Chiang Long is the Chairman of the Board and he is also the Managing Director CEO of the Company. The Chairman

is responsible for the workings of the Board and exercises control over the quality, quantity and timeliness of information flow

between the Board and Management while as Managing Director CEO, Mr Teo is responsible for the operations and manage-

ment of the Group. Mr Teo has played a pivotal role in developing and expanding the business of the Group.

The Board is of the view that it is in the best interests of the Group to adopt a single leadership structure, where the Managing

Director CEO and Chairman of the Board is the same person, so as to ensure that the decision-making process of the Group

would be implemented smoothly and with effectiveness. All major decisions made by the Chairman and Managing Director

CEO are reviewed by the Board.



BOARD COMMITTEES To assist the Board in the execution of its duties, the Board has delegated certain functions to the following committees:

Audit Committee [“AC”]The Audit Committee [“AC”] comprises of four members of whom three are independent non-executive Directors namely

Mr Ong Pang Boon (Chairman), Mr Phua Bah Lee and Mr Teoh Eng Hong and one executive and non-independent Director,

Mr Teo Chiang Long.

The functions of the AC are to assist the Board in fulfilling its responsibilities in providing an independent review of the

effectiveness of the financial reporting process and internal control system.

Specific functions of the AC include :

• The review with Management and the external auditors of financial statements issued by the Group to ensure their

completeness, accuracy and fairness;

• The review with the internal auditors and the external auditors of the effectiveness of the financial reporting process and

material internal control systems of the Group;

• The review of the scope of work of the internal auditors and of the external auditors, the level of assistance provided by

Management to the internal auditors and external auditors and the receipt and consideration of the internal auditors’

and external auditors’ reports;

• The recommendation of the appointment of the external auditors;

• The AC constantly bears in mind the need to maintain a balance between the independence and objectivity of the exter-

nal auditors and the desire to have work that may be best carried out by the external auditors based on value for money

consideration.

• The review of Management’s procedures for ensuring compliance with relevant legislations and regulations issued by the

regulatory bodies such as The Monetary Authority of Singapore and the Singapore Exchange Securities Trading Ltd

[“SGX-ST”], as well as policies, procedures and practices established by the Board;

• The review with Management of the processes and activities to ensure compliance with the Corporate Governance

Guidelines adopted by the Board; and

• The review of Interested Person Transactions.

The Board considers the management of key business risks to be an important and integral part of the Company’s overall

internal control framework. The Company’s risk framework basically covers five key areas, namely strategic risk, credit risk, mar-

ket risk, liquidity risk and operational risks which are currently under review with the appointment of a firm of consultants to

enhance the risk management framework following the current computer upgrading exercise.

The AC meets with the external and internal auditors without the presence of management at least once during the year. The

AC has also reviewed the nature and extent of the non-audit services provided to the Group by the external auditors, and is of

the opinion that the provision of such non-audit services would not affect the independence of the external auditors.



Internal ControlsThe Board recognizes the importance of maintaining a sound system of internal controls and processes to safeguard shareholders’

investment and the Company’s assets.

The Board, through the Audit Committee, has reviewed the effectiveness of the Group’s internal controls including financial,

operational and compliance controls and risk management.

The Company has in place a sound internal controls framework. The roles and responsibilities and reporting lines of business

units are clearly defined. Delegation of authority, control processes and operational procedures are documented and dissemi-

nated to staff. While all employees of the Company play a part in observing the system of controls, the Internal Audit and Risk

Management and Compliance personnel provide independent oversight and control.

The Board believes that, in the absence of any evidence to the contrary, the system of internal controls maintained by the

Company’s management throughout the financial year up to the date of this report is adequate to meet the needs of the

Company in the current business environment.

Internal Audit The Group has a well-established internal audit function with formal procedures for internal auditors to report their audit

findings direct to the Chairman of Audit Committee. The Audit Committee reviews the adequacy of the internal audit

function through a review of the internal auditors’ programs periodically and ensures that the internal audit function has

adequate resources and appropriate authority to perform its functions properly.

Nominating Committee [“NC”]The Nominating Committee [“NC”] comprises of four members of whom three are independent non-executive Directors

namely Mr Ong Pang Boon (Chairman), Mr Phua Bah Lee, Mr Teoh Eng Hong and one executive non-independent Director,

Mr Teo Chiang Long.

The NC responsibilities include :

• Making recommendations to the Board on all board appointments and re-appointments;

• Considering and determining on an annual basis, whether or not a Director is independent;

• Assessing the effectiveness of the Board as a whole and the contribution by each individual Director to the effectiveness

of the Board;

• Considering the re-appointment and re-election of any Director, evaluating the effectiveness of the Board and the perfor-

mance of individual Directors.



Remuneration Committee [“RC”]The Remuneration Committee [“RC”] comprises of five members of whom three are independent non-executive Directors

namely Mr Teoh Eng Hong (Chairman), Mr Ong Pang Boon, Mr Phua Bah Lee and the remaining two are executive non-

independent Directors namely, Mr Teo Chiang Long and Mr Jamie Teo Miang Yeow. The main responsibilities of the RC are

to make recommendations to the Board with regard to the remuneration of executive Directors and key executives and to

ascertain that they are fairly remunerated.

The Group’s remuneration policy is to provide compensation packages at market rates which reward successful performance

and attract, motivate and retain quality staff.

The remuneration packages are approved by the Board upon recommendations by the RC.

Details of remuneration paid to the Directors are set out below:

NUMBER OF DIRECTORS

REMUNERATION BAND 2004 2005

$250,000 to below $500,000 2 2

Below $250,000 4 4

6 6

Summary compensation table for the year ended 30 June 2005

BASE SALARY BONUSES/ BOARD/BOARD* ALLOWANCES COMMITTEE FEES % % %

Teo Chiang Long 63.06 28.42 8.52

Ong Pang Boon – – 100.00

Phua Bah Lee – – 100.00

Teoh Eng Hong – – 100.00

Jamie Teo Miang Yeow 53.95 37.22 8.83

William Ho Ah Seng 61.85 30.62 7.53

* These fees comprise Directors’ fees for the financial year ended 30 June 2005 which are subject to approval by shareholders

as a lump sum at the forthcoming AGM.

The Code requires the remuneration of at least the top 5 key executives who are not Directors to be disclosed within bands of

$250,000/-. The Company believes that disclosure of the remuneration of individual executives is disadvantageous to its busi-

ness interests, given the highly competitive industry conditions, whereby poaching of executives has become commonplace in

a liberalised environment.



Executive Committee [“EXCO”]The Executive Committee [“EXCO”] comprises of five members and they are the Board Chairman & Managing Director CEO,

Mr Teo Chiang Long, independent non-executive Director, Mr Teoh Eng Hong, Executive Director & Deputy CEO, Mr Jamie

Teo Miang Yeow, Executive Director, Mr William Ho Ah Seng, and the General Manager, Mrs Nguy Joo Tian. The Committee

acts for the Board in supervising the management of the Company’s business and affairs within the authority limits delegated

by the Board.

Risk Management Committee [“RMC”]The Board is fully committed to the implementation of sound risk management policies and practices, aligned to the Group’s

overall business strategy and objectives. The Board determines the type and level of business risks that the Group undertakes.

The Board appointed a Risk Management Committee (“RMC”) in 2003 to oversee the overall risk management of the Group’s

businesses and operations. The RMC comprises of four members and they are the Board Chairman & Managing Director CEO,

Mr Teo Chiang Long, Executive Director & Deputy CEO, Mr Jamie Teo Miang Yeow, Executive Director, Mr William Ho Ah

Seng, and the General Manager, Mrs Nguy Joo Tian.

The roles and responsibilities of the RMC are to formulate, review and approve the risk management policies and procedures.

The RMC also monitors and manages the risk exposures for the Group. However, all major policy decisions and approval on

risk exposures including loan limits are approved by the Board.

Risk ManagementThe Group is actively looking into the risk management practices and identifying areas for improvement on an on-going basis.

A firm of consultants has been engaged to review the Risk Management framework to further expand and enhance the risk

management policies and processes. The key risks of the Group include strategic risk, credit risk, market risk, liquidity risk and

operational risk.

Strategic RiskFinancial Estimates including business plans are drawn up with the close involvement of Management and all Heads of

Departments. These plans are approved by the Board.

Credit Risk Counter-party and credit risk is defined as potential loss arising from any failure by customers to fulfill their obligations, as and

when they fall due. Exposure in credit risks arises primarily from lending activities.

The risk parameters for accepting credit risk are clearly defined, supported by policies and processes to ensure the Group

maintains a well diversified and high quality loan portfolio.

The credit control functions ensure that credit risks are closely monitored and managed in compliance with the Group’s credit

policies and guidelines.

Credit reviews are carried out regularly to proactively identify and address potential weakness in the credit process and to

pre-empt any unexpected deterioration in credit quality.



Market RiskMarket risk encompasses price and interest rate risk, which are inherent in the ordinary course of the Group’s business. Market

risk is defined as the uncertainty in market value of a given portfolio arising from movements in market factors such as interest

rates and equity prices.

The Group has a comprehensive set of policies and monitoring system in place for the management of market risk.

Liquidity RiskLiquidity risk arises in the general funding of the Group’s activities and in the management of its assets and liabilities. It is the

Group’s policy to maintain adequate liquidity at all times. The Group maintains sufficient liquidity to fund its day-to-day

operations, including customers’ demand for loan drawdown, as well as any unanticipated cash funding needs.

The liquidity policies and procedures and limits are in place to ensure compliance with the regulatory and Group’s

requirements on liquidity management.

Operational RiskOperational risk is the risk of loss resulting from inadequate or failed internal processes, people and systems or from external

events.

The day-to-day management of operational risk exposures is through the maintenance of a comprehensive set of stringent

guidelines and procedures supported by an enhanced system of internal controls following the upgrading of the computer

system to ensure the soundness of the operating environment. The web-based system is using role-based access control, i.e.

within an operational department, there are 3 categories of roles assigned to managerial level, officer level and clerical level.

This feature strengthens the segregation of duties which is a preventive control. Access rights are granted to users on a need-

to relevant job basis, access rights granted are either READ ONLY, or INSERT/UPDATE/DELETE for respective screens. Certain

critical screens require supervisor override before transactions can go through. Another important feature is the audit trails or

logs which allows for real-time monitoring and control of users access system.

COMMUNICATION WITH SHAREHOLDERSThe Company endeavours to communicate regularly and effectively with its shareholders. The Company announces its half-

yearly and full year results within the mandatory period.

The Company does not practise selective disclosure. Price sensitive announcements are released to the public via SGXNET and

such information is simultaneously posted on the Company’s website at www.singapurafinance.com.sg

The Board regards the Annual General Meeting [“AGM”] as an opportunity to communicate directly with the shareholders and

encourages attendance and participation in dialogue. The notice of AGM is dispatched to shareholders, together with explana-

tory notes on items of special business at least 14 days before the meeting. The notice, first disseminated via SGXNET, is also

published in newspapers.

The Articles of Association of the Company allow a shareholder of the Company to appoint one or two proxies to attend and

vote at all general meetings on his behalf.




The Chairman and other Directors attending the AGM are available to answer questions from shareholders who are present.

External auditors are also present to assist directors in addressing relevant queries by shareholders.

INTERESTED PERSON TRANSACTIONSThe Interested Person Transactions and the aggregate value of Interested Person Transactions disclosed as required under Rule

907 of the Listing Manual of the SGX-ST during the financial year ended 30 June 2005 are as follows : -

DEALINGS IN SECURITIESIn line with SGX-ST Best Practices Guide, Directors and employees of the Group are not allowed to deal in the Company’s

shares while in possession of price sensitive information and during the period commencing one month before the announce-

ment of the Company’s results and ending on the date of announcement.

Aggregate value of all interested person

transactions during the financial year under

review (excluding transactions less than

$100,000 and transactions conducted under

shareholders’ mandate pursuant to Rule 920)

$562,800.00

Name of Interested Person

High Luck Pte Ltd

Aggregate value of all interested person

transactions conducted under shareholders’

mandate pursuant to Rule 920 (excluding

transactions less than $100,000)

NIL

DIRECTORS’ ATTENDANCE AT BOARD AND BOARD COMMITTEE MEETINGS FOR THE PERIOD UNDER REVIEW

NAME OF DIRECTORS BOARD AUDIT COMMITTEE NOMINATING REMUNERATION

NO. OF NO. OF NO. OF NO. OF NO. OF NO. OF NO. OF NO. OF MEETINGS MEETINGS MEETINGS MEETINGS MEETINGS MEETINGS MEETINGS MEETINGS HELD ATTENDED HELD ATTENDED HELD ATTENDED HELD ATTENDED

Teo Chiang Long 3 3 2 2 2 2 2 2

Ong Pang Boon 3 3 2 2 2 2 2 2

Phua Bah Lee 3 3 2 2 2 2 2 2

Teoh Eng Hong 3 3 2 2 2 2 2 2

Jamie Teo Miang Yeow 3 2 – – – – – –

William Ho Ah Seng 3 2 – – – – – –


Directors’ ReportYear ended 30 June 2005

We are pleased to submit this annual report to the members of the Company together with the audited financial statements

for the financial year ended 30 June 2005.

DirectorsThe directors in office at the date of this report are as follows:

Teo Chiang Long

Ong Pang Boon

Phua Bah Lee

William Ho Ah Seng

Teoh Eng Hong


Directors’ InterestsAccording to the register kept by the Company for the purposes of Section 164 of the Companies Act, Chapter 50 (the “Act”),

particulars of interests of directors who held office at the end of the financial year (including those held by their spouses and

infant children) in shares or debentures in the Company are as follows:

SHAREHOLDINGS REGISTERED OTHER SHAREHOLDINGS IN WHICH THE IN THE NAME OF DIRECTORS DIRECTORS ARE DEEMED TO HAVE AN INTEREST

AT BEGINNING AT END AT BEGINNING AT END OF THE YEAR OF THE YEAR OF THE YEAR OF THE YEAR

Singapura Finance Ltd

Ordinary shares of $1 each fully paid

Teo Chiang Long 1,875 1,875 27,644,500 27,644,500

Phua Bah Lee 53,750 53,750 5,020 5,020

William Ho Ah Seng 2,375 2,375 – –



Directors’ Interests (cont’d)By virtue of Section 7 of the Act, Mr Teo Chiang Long is deemed to have an interest in all the other wholly-owned subsidiaries

of Singapura Finance Ltd, at the beginning or at the end of the financial year.

Except as disclosed in this report, no director who held office at the end of the financial year had interests in shares or deben-

tures of the Company or of related corporations, either at the beginning or at the end of the financial year.

There was no change in any of the above-mentioned interests in the Company between the end of the financial year and 21

July 2005.

Neither at the end of nor at any time during the financial year was the Company a party to any arrangement whose objects

are, or one of whose objects is, to enable the directors of the Company to acquire benefits by means of the acquisition of

shares in or debentures of the Company or any other body corporate.

Except as disclosed in Note 16 to the financial statements, since the end of the last financial year, no director has received or

become entitled to receive a benefit by reason of a contract made by the Company and/or its related corporations with the

director or with a firm of which he is a member or with a company in which he has a substantial financial interest.

Share OptionsDuring the financial year, there were:

(i) no options granted by the Company or its subsidiaries to any person to take up unissued shares in the Company or its

subsidiaries; and

(ii) no shares issued by virtue of any exercise of option to take up unissued shares of the Company or its subsidiaries.

As at the end of the financial year, there were no unissued shares of the Company or its subsidiaries under option.



Audit CommitteeThe members of the Audit Committee during the financial year and at the date of this report are:

Ong Pang Boon (Chairman), independent, non-executive director

Phua Bah Lee, independent, non-executive director

Teoh Eng Hong, independent, non-executive director

Teo Chiang Long, Board Chairman & Managing Director/CEO & non-independent director

The financial statements, accounting policies and system of internal accounting controls are the responsibility of the Board

of Directors acting through the Audit Committee. The Audit Committee met to review the scope of work of the internal and

external auditors, and the results arising therefrom, including their evaluation of the system of internal controls. The Audit

Committee also reviewed the assistance given by the Company’s officers to the internal and external auditors. The financial

statements of the Company and the consolidated financial statements of the Group were reviewed by the Audit Committee

prior to their submission to the directors of the Company for adoption.

In addition, the Audit Committee has, in accordance with Chapter 9A of the Singapore Exchange Listing Manual, reviewed

the requirements for approval and disclosure of interested person transactions, reviewed the internal procedures set up by the

Company to identify and report and where necessary, seek approval for interested person transactions and reviewed interested

person transactions.

The Audit Committee has full access to management and is given the resources required for it to discharge its functions. It has

full authority and discretion to invite any director or executive officer to attend its meetings. The Audit Committee also recom-

mends the appointment of the external auditors and reviews the level of audit and non-audit fees.

The Audit Committee is satisfied with the independence and objectivity of the external auditors and has recommended to the

Board of Directors that the auditors, KPMG, be nominated for re-appointment as auditors at the forthcoming Annual General

Meeting of the Company.



AuditorsThe auditors, KPMG, have indicated their willingness to accept re-appointment.

On behalf of the Board of Directors

.............................................................. ..............................................................

TEO CHIANG LONG ONG PANG BOONDirector Director

Singapore

25 August 2005


Statement by DirectorsYear ended 30 June 2005

In our opinion:-

(a) the financial statements set out on pages 24 to 46 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 30 June 2005 and of the results, changes in equity and cash flows of the Group

and of the changes in equity of the Company for the 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.

The Board of Directors has, on the date of this statement, authorised these financial statements for issue.

On behalf of the Board of Directors

.............................................................. ..............................................................

TEO CHIANG LONG ONG PANG BOONDirector Director

Singapore

25 August 2005


Report of the Auditors to the Members of Singapura Finance Ltd

We have audited the accompanying financial statements of Singapura Finance Ltd for the year ended 30 June 2005 as set out

on pages 24 to 46. These financial statements are the responsibility of the Company’s directors. 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 plan and

perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An

audit also includes assessing the accounting principles used and significant estimates made by the directors, as well as evaluat-

ing the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion:

(a) the consolidated financial statements of the Group and the balance sheet and statement of changes in equity of the

Company are properly drawn up in accordance with the provisions of the Companies Act, Chapter 50 (the “Act”) and

Singapore Financial Reporting Standards to give a true and fair view of the state of affairs of the Group and of the

Company as at 30 June 2005 and of the results, changes in equity and cash flows of the Group and of the changes in

equity of the Company for the year ended on that date; and

(b) the accounting and other records required by the Act to be kept by the Company and by the subsidiaries incorporated

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

KPMG

Certified Public Accountants

Singapore

25 August 2005


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

GROUP COMPANY

NOTE 2005 2004 2005 2004 $’000 $’000 $’000 $’000

Non-Current AssetsProperty, plant and equipment 3 5,488 5,372 5,488 5,372

Interests in subsidiaries 4 - - 125 125

Loans and advances due after

12 months 5 179,680 151,832 179,680 151,832

Deferred taxation 7 3,496 2,804 3,496 2,804

188,664 160,008 188,789 160,133

Current AssetsStatutory deposit with the

Monetary Authority of Singapore 8,303 6,947 8,303 6,947

Loans and advances due

within 12 months 5 211,128 164,596 211,128 164,596

Investments 8 42,879 34,785 42,879 34,785

Other receivables, deposits

and prepayments 9 3,963 3,407 3,960 3,405

Cash and cash equivalents 10 91,165 61,600 90,875 61,269

357,438 271,335 357,145 271,002

546,102 431,343 545,934 431,135

Representing:-

Share Capital 11 54,163 54,163 54,163 54,163

Reserves 12 78,615 66,887 77,537 65,835

Total Shareholders’ Fund 132,778 121,050 131,700 119,998

Current LiabilitiesDeposits and savings accounts

of customers 13 375,014 282,767 375,750 283,499

Trade and other payables 14 7,238 6,327 7,421 6,446

Current tax payable 4,288 2,666 4,279 2,659

386,540 291,760 387,450 292,604

Non-Current LiabilitiesTrade and other payables 14 25,747 17,534 25,747 17,534

Staff retirement gratuities 15 1,037 999 1,037 999

26,784 18,533 26,784 18,533

546,102 431,343 545,934 431,135

Balance Sheetsas at 30 June 2005


GROUP

NOTE 2005 2004 $’000 $’000

Revenue

Interest income and hiring charges 17,885 17,156

Interest expense (3,668) (2,348)

Net interest and hiring charges 14,217 14,808

Fee and commission income 131 131

Dividend income 50 56

Other operating income 716 506

Income before operating expenses 15,114 15,501

Staff costs (4,272) (4,292)

Depreciation of property, plant and equipment 3 (805) (659)

Other operating expenses (2,478) (2,322)

Profit from operations before allowances 16 7,559 8,228

Allowances for loan losses and diminution in value of investments 17 10,150 (1,582)

Profit from ordinary activities before taxation 17,709 6,646

Income tax expense 18 (2,081) (1,656)

Net profit for the year 15,628 4,990

Basic and diluted earnings per share (cents) 19 28.85 9.21

Consolidated Profit & Loss AccountYear ended 30 June 2005



SHARE SHARE CAPITAL STATUTORY GENERAL ACCUMULATED CAPITAL PREMIUM RESERVE RESERVE RESERVE PROFITS TOTAL $’000 $’000 $’000 $’000 $’000 $’000 $’000

GroupAt 1 July 2003 54,163 7,657 1,353 32,965 730 21,727 118,595

Net profit for the year - - - - - 4,990 4,990

Transfer from accumulated

profits to statutory reserve - - - 1,236 - (1,236) -

Final dividend paid of 6 cents per

share less tax at 22% in respect

of year 2003 - - - - - (2,535) (2,535)

At 30 June 2004 54,163 7,657 1,353 34,201 730 22,946 121,050


Transfer from accumulated profits

to statutory reserve - - - 3,900 - (3,900) -



of year 2004 - - - - - (2,600) (2,600)

Special dividend paid of 3 cents

per share less tax at 20% in

respect of year 2004 - - - - - (1,300) (1,300)

At 30 June 2005 54,163 7,657 1,353 38,101 730 30,774 132,778

CompanyAt 1 July 2003 54,163 7,657 1,353 32,965 730 20,721 117,589






of year 2003 - - - - - (2,535) (2,535)

At 30 June 2004 54,163 7,657 1,353 34,201 730 21,894 119,998






of year 2004 - - - - - (2,600) (2,600)

Special dividend paid of 3 cents

per share less tax at 20% in

respect of year 2004 - - - - - (1,300) (1,300)

At 30 June 2005 54,163 7,657 1,353 38,101 730 29,696 131,700

Statement of Changes in EquityYear ended 30 June 2005



Consolidated Statement of Cash FlowsYear ended 30 June 2005

NOTE 2005 2004 $’000 $’000

Operating activitiesProfit from ordinary activities before taxation 17,709 6,646

Adjustments for:

Depreciation of property, plant and equipment 805 659

Property, plant and equipment written off 1 -

Allowance for loan losses (net) (10,207) 1,791

Allowance for diminution in value of investments (net) 57 (209)

Gain on sale of investments (96) (85)

Amortisation of premium and accretion of discount

on Singapore Government Securities 2 10

Staff retirement gratuities 38 72

Operating profit before working capital changes 8,309 8,884

Changes in working capital:

Statutory deposit with the Monetary Authority of Singapore (1,356) (2,068)

Loan and advances (64,173) (50,427)

Other receivables, deposits and prepayments (556) (720)

Deposits and savings accounts of customers 92,247 42,467

Trade and other payables 9,124 6,947

Cash generated from operations 43,595 5,083

Income taxes paid (1,153) (1,535)

Cash flows from operating activities 42,442 3,548

Investing activities Purchase of property, plant and equipment (922) (923)

Purchase of investments (81,718) (60,954)

Proceeds from sale and maturity of investments 73,663 52,016

Cash flows from investing activities (8,977) (9,861)

Financing activity Dividends paid (3,900) (2,535)

Cash flows from financing activity (3,900) (2,535)

Net increase/(decrease) in cash and cash equivalents 29,565 (8,848)

Cash and cash equivalents at beginning of year 61,600 70,448

Cash and cash equivalents at end of year 10 91,165 61,600



These notes form an integral part of the financial statements.

The financial statements were authorised for issue by the directors on 25 August 2005.

1 Domicile and ActivitiesSingapura Finance Ltd (the Company) is incorporated in the Republic of Singapore and has its registered office at 150 Cecil St,

#01-00 Singapore 069543.

The principal activities of the Company are those relating to finance companies operating under the Finance Companies Act,

Chapter 108. The principal activities of the subsidiaries are set out in note 4 to the financial statements.

The consolidated financial statements relate to the Company and its subsidiaries (referred to as the Group).

2 Summary of Significant Accounting Policies2.1 Basis of Preparation

The financial statements are prepared in accordance with Singapore Financial Reporting Standards including related

Interpretations promulgated by the Council on Corporate Disclosure and Governance.

The historical cost basis is used. Amounts are expressed in Singapore dollars unless stated otherwise.

2.2 Basis of Consolidation

Subsidiaries

Subsidiaries are those companies controlled by the Company. Control exists when the Company has the power, directly

or indirectly, to govern the financial and operating policies of a company so as to obtain benefits from its activities. In

assessing control, potential voting rights that presently are exercisable or convertible are taken into account.

The financial statements of subsidiaries are included in the consolidated financial statements from the date that control

commences until the date that control ceases. In the Company’s balance sheet, investments in subsidiaries are stated at

cost less impairment losses.

Transactions Eliminated on Consolidation

All significant intercompany transactions and balances are eliminated on consolidation.

2.3 Property, Plant and Equipment

Owned Assets

Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses.

Notes to the Financial StatementsYear ended 30 June 2005


2 Summary of Significant Accounting Policies (cont’d) Depreciation

No depreciation is provided in respect of freehold land. Depreciation is provided on a straight line basis so as to write

off all other items of property, plant and equipment over their estimated useful lives as follows:

Freehold buildings – 40 years

Leasehold land and buildings – 40 years

Furniture and office equipment – Between 5 and 8 years

Motor vehicles – 4 years

Computers – 5 years

2.4 Investments

Singapore Government Securities

Investments in Singapore Government Securities are stated at cost plus accretion of discount or net of amortisation of

premium. Allowance for diminution in value is made where the book value exceeds the market value of such invest-

ments determined on a portfolio basis.

Quoted Equity investments

Quoted equity investments are stated at the lower of cost or market value, determined on a portfolio basis.

2.5 Loans, Advances and Receivables

Loans, advances and receivables are stated at their cost less allowance for loan losses.

2.6 Allowances for Loan Losses

All known bad debts are written off and specific allowance is made for accounts which are considered doubtful. In addi-

tion, an amount is set aside as a general allowance for loan losses to cover losses which, although not separately identi-

fied, can be present in any portfolio.

2.7 Cash and Cash Equivalents

Cash and cash equivalents comprise cash balances and bank deposits.

2.8 Impairment

The carrying amounts of the Group’s assets are reviewed at each balance sheet date to determine whether there is any

indication of impairment. If any such indication exists, the recoverable amount of the asset is estimated.

An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recov-

erable amount. Impairment losses are recognised in the profit and loss account.

2.9 Deposits and Savings Accounts of Customers

Deposits and savings accounts of customers are stated at cost.

2.10 Trade and Other Payables

Trade and other payables are stated at cost.



2.11 Employee Benefits

Defined Contribution Plans

Contributions to defined contribution plans are recognised as an expense in the profit and loss account as incurred.

Staff Retirement Gratuities

Provision is made for staff retirement gratuities annually at a specified rate based on salaries paid during the year.

2.12 Deferred Tax

Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of

assets and liabilities and their carrying amounts in the financial statements. Temporary differences are not recognised

for the initial recognition of assets or liabilities that affect neither accounting nor taxable profit. The amount of deferred

tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities,

using tax rates enacted or substantively enacted at the balance sheet date.

A deferred tax asset is recognised to the extent that it is probable that future taxable profit will be available against

which the temporary differences can be utilised.

2.13 Revenue Recognition

Interest income on Loans and Advances

In general, the basis adopted for crediting income from loans to the profit and loss account is to spread the interest over

the period in which the repayments are due.

Specifically, interest on mortgaged loans is charged on the annual/monthly/daily rest basis while interest on hire pur-

chase and leasing transactions is spread over the period of the agreement using the sum-of-digits method.

Interest relating to non-performing loans and advances is not recognised as income until it is received.

Interest Income from Singapore Governments Securities

Interest income which includes the amortisation and accretion of premium and discount on Singapore Government

Securities is recognised as it accrues.

Interest Income from Bank Deposits

Interest income from bank deposits is accrued on a time-apportioned basis.

Dividend Income

Dividend income is recognised in the profit and loss account when the shareholder’s right to receive payment is established




3. Property, Plant and Equipment

FREEHOLD LEASEHOLD FURNITURE MOTOR COMPUTERS TOTAL LAND AND LAND AND AND OFFICE VEHICLES BUILDINGS BUILDINGS EQUIPMENT $’000 $’000 $’000 $’000 $’000 $’000

Group and Company

CostAt 1 July 2004 2,263 3,397 2,416 385 2,841 11,302

Additions - - 101 - 821 922

Disposals - - (47) - (60) (107)

At 30 June 2005 2,263 3,397 2,470 385 3,602 12,117

Accumulated depreciationAt 1 July 2004 733 1,007 1,867 196 2,127 5,930

Depreciation for the year 57 84 222 77 365 805

Disposals - - (47) - (59) (106)

At 30 June 2005 790 1,091 2,042 273 2,433 6,629

Carrying Amount

At 30 June 2005 1,473 2,306 428 112 1,169 5,488

At 30 June 2004 1,530 2,390 549 189 714 5,372


3. Property, Plant and Equipment (cont’d)Properties held by the Group and the Company are as follows:-

LOCATION DESCRIPTION TENURE CARRYING AMOUNT

2005 2004 $’000 $’000

212 East Coast Road 2-storey shophouse used as Freehold 1,172 1,215

Singapore 428911 branch premises

203 Henderson Road Warehouse Freehold 301 315

#02-07 Singapore 159546

Total freehold properties 1,473 1,530

Blk 202 Bedok North Street 1 4 units of office space used 86-year lease 1,495 1,550

#01-471/473/475/477 as branch premises commencing

Singapore 460202 July 1992

Blk 101 Towner Road 1st storey used as branch 89-year lease 448 464

#01-230 Singapore 322101 premises and 2nd storey commencing

used as staff quarters January 1993

Blk 711 Ang Mo Kio 1 unit of office space used 86-year lease 363 376

Avenue 8 #01-3501D as branch premises commencing

Singapore 560711 July 1993

Total leasehold properties 2,306 2,390

3,779 3,920

4. Interests in Subsidiaries

COMPANY

2005 2004 $’000 $’000

Unquoted shares, at cost 125 125




4. Interests in Subsidiaries (cont’d) Details of the subsidiaries are as follows:-

NAME OF SUBSIDIARY PRINCIPAL PLACE OF EFFECTIVE EQUITY COST OF ACTIVITIES INCORPORATION HELD BY THE GROUP INVESTMENT AND BUSINESS

2005 2004 2005 2004 % % $’000 $’000

* SBS Nominees Private Limited Provision of Singapore 100 100 25 25 nominee services

* SBS Realty Services (Private) Provision of Singapore 100 100 100 100 Limited estate agency and

management services

125 125* Audited by KPMG Singapore.

5. Loans and Advances NOTE GROUP AND COMPANY

2005 2004 $’000 $’000

Mortgage loans 222,269 207,648Hire purchase and leasing receivables 6 48,348 45,881Other secured loans 154,608 104,684

425,225 358,213

Unearned interest (3,783) (3,842)Suspended interest (18,546) (14,389)

402,896 339,982

Allowance for loan losses: At 1 July 23,554 22,415 Allowance (reversed)/made during the year (net) 17 (10,207) 1,791 Amount written off against allowance (1,259) (652)

At 30 June 12,088 23,554 390,808 316,428

These comprise balances: Due within 12 months 211,128 164,596 Due after 12 months 179,680 151,832 390,808 316,428

As at 30 June 2005, secured loans to directors of the Company amounted to $493,000 (2004: $608,000).

In line with finance company regulatory requirements, the general allowance for loans and advances are made based on 1.5% of loans receivable, net of collaterals and specific allowances. In prior years, general provision was made based on 3.5% of loans receivable, net of specific allowances. The reduction of general allowances for loans and advances resulting from the change in regulatory requirements has been recognised in the profit and loss account.


6. Hire Purchase and Leasing Receivables

GROUP AND COMPANY

GROSS INTEREST PRINCIPAL $’000 $’000 $’000

2005Within 1 year 18,325 1,757 16,568

After 1 year but within 5 years 27,935 1,665 26,270

After 5 years 2,088 353 1,735

48,348 3,775 44,573

2004Within 1 year 17,499 1,924 15,575

After 1 year but within 5 years 27,116 1,870 25,246

After 5 years 1,266 68 1,198

45,881 3,862 42,019

7. Deferred TaxMovements in deferred tax assets and liabilities during the year are as follows:

AT 1 JULY (CREDITED)/ AT 30 JUNE $’000 CHARGED $’000 TO PROFIT AND LOSS ACCOUNT (NOTE 18) $’000

Group and Company Deferred tax liabilities/(assets)

Property, plant and equipment 207 114 321

Allowance for diminution in value of quoted equity investments (39) 32 (7)

Interest in suspense (2,772) (831) (3,603)

Staff retirement gratuities (200) (7) (207)

Total (2,804) (692) (3,496)



8. Investments

NOTE GROUP AND COMPANY

2005 2004 $’000 $’000

Singapore Government Securities, at cost 40,746 33,301

Quoted equity investments, at cost 2,225 1,519

42,971 34,820

Allowance made for diminution in value:

At 1 July 35 404

Allowance made/(reversed) during the year (net) 17 57 (209)

Amount written off against allowance - (160)

At 30 June 92 35

42,879 34,785

Market value:

Singapore Government Securities 41,120 33,283

Quoted equity investments 2,133 1,514

43,253 34,797

9. Other Receivables, Deposits and Prepayments

GROUP COMPANY

2005 2004 2005 2004 $’000 $’000 $’000 $’000

Interest receivable 232 121 232 121

Deposits 268 268 267 268

Prepayments 251 222 251 222

Other receivables 3,212 2,796 3,210 2,794

3,963 3,407 3,960 3,405

Other receivables relate to repayments made by customers using electronic payment and not yet received by the Company

at the balance sheet dates.

10. Cash and Cash Equivalents

GROUP COMPANY

2005 2004 2005 2004 $’000 $’000 $’000 $’000

Cash at banks and in hand 1,879 7,977 1,589 7,646

Fixed deposits with banks 89,286 53,623 89,286 53,623

91,165 61,600 90,875 61,269



11. Share Capital

COMPANY

2005 2004 $’000 $’000

Authorised:

200,000,000 ordinary shares of $1 each 200,000 200,000

Issued and fully paid:

54,163,397 ordinary shares of $1 each 54,163 54,163

12. Reserves

GROUP COMPANY

2005 2004 2005 2004 $’000 $’000 $’000 $’000

Share premium 7,657 7,657 7,657 7,657

Capital reserve 1,353 1,353 1,353 1,353

Statutory reserve 38,101 34,201 38,101 34,201

Revenue reserve:

General 730 730 730 730

Accumulated profits 30,774 22,946 29,696 21,894

78,615 66,887 77,537 65,835

The application of the share premium account is governed by Section 69 of the Companies Act, Chapter 50.

The capital reserve comprises gain on disposal of property, plant and equipment.

The statutory reserve is maintained in compliance with Section 18 of the Finance Companies Act, Chapter 108.

13. Deposits and Savings Accounts of CustomersThese include deposits placed by subsidiaries amounting to $735,000 (2004: $732,000) for the Company, accepted in the

ordinary course of business.



14. Trade and Other Payables

GROUP COMPANY

2005 2004 2005 2004 $’000 $’000 $’000 $’000

Accrued interest payable 1,890 955 1,890 955

Accrued operating expenses 1,152 1,071 1,147 1,069

Amount due to SPRING Singapore (unsecured) 27,878 20,639 27,878 20,639

Deposits for safe deposit boxes and rental deposits 235 232 235 232

Factoring current accounts 833 204 833 204

Unclaimed dividends 464 509 245 224

Amount owing to subsidiaries (trade) - - 407 407

Others 533 251 533 250

32,985 23,861 33,168 23,980

These comprise balances:

Due within 12 months 7,238 6,327 7,421 6,446

Due after 12 months 25,747 17,534 25,747 17,534

32,985 23,861 33,168 23,980

Amount due to SPRING Singapore represents unsecured advances from the Standards, Productivity and Innovations Board

under the Local Enterprise Finance Scheme (“LEFS”) and Extended Local Enterprise Finance Scheme (“ELEFS”) to finance LEFS

and ELEFS borrowers. The interest rates and repayment periods vary in accordance with the type, purpose and security of the

facilities granted under the above schemes.

15. Staff Retirement Gratuities

GROUP AND COMPANY

2005 2004 $’000 $’000

At 1 July 999 927

Provision made during the year 38 72

At 30 June 1,037 999



16. Profit from Operations Before AllowancesThe following items have been included in arriving at profit from operations before allowances:-

GROUP

2005 2004 $’000 $’000

Interest income and hiring charges

Interest income on:

- loans and advances to other persons 16,465 16,226

- bank deposits 833 292

- Singapore Government Securities 572 619

Accretion of discount on Singapore Government Securities 15 19

17,885 17,156

Interest expense

Interest expense on deposits 3,651 2,319

Amortisation of premium on Singapore Government Securities 17 29

3,668 2,348

Dividend income

Quoted equity investments 50 56

Other operating income

Gain on sale of investments 96 85

Others 620 421

716 506

Staff costs

Salaries and other benefits 3,884 3,842

Contributions to defined contribution plans 388 450

4,272 4,292

Other operating expenses

Non-audit fees paid to auditors of the Company 10 14

Property, plant and equipment written off 1 -

Operating lease expense paid to:

- companies in which directors own a controlling interest 568 620

- other persons 78 78

Others 1,821 1,610

2,478 2,322

Remuneration of key management personnel included in:

- staff costs 1,161 1,059

- other operating expenses 161 161

Number of employees as at 30 June 86 81




16. Profit from Operations Before Allowances (cont’d)

Directors’ Remuneration

Directors’ remuneration is recognised in the following line items in the profit and loss accounts:-

GROUP

2005 2004 $’000 $’000

Staff costs: - directors of the Company 843 834Other operating expenses: - directors’ fees 161 161

1,004 995

17. Allowances for Loan Losses and Diminution in Value of Investments

NOTE GROUP

2005 2004 $’000 $’000

Net allowance made/(reversed) for:- Loan losses 5 (10,207) 1,791- Diminution in value of investments 8 57 (209)

(10,150) 1,582



18. Income Taxes

GROUP

2005 2004 $’000 $’000

Current tax expenseCurrent year 2,773 1,905Over provided in prior years - (15)

2,773 1,890

Deferred tax expense Movements in temporary differences (725) (468)Reduction in tax rate - 234Under provided in prior years 33 -

(692) (234)

Income tax expense 2,081 1,656

GROUP

2005 2004 $’000 $’000

Reconciliation of effective tax rate

Group Net profit before tax 17,709 6,646

Income tax using Singapore tax rate at 20% 3,542 1,329Tax exempt revenue (1,613) (13)Effect of reduction in tax rate on deferred tax recognised - 234Non-deductible expenses 119 121Under/(Over) provision in prior years 33 (15)

2,081 1,656

19. Earnings Per Share – The GroupThe basic and diluted earnings per share are calculated based on profit after taxation of $15,628,000 (2004: $4,990,000) and

the number of ordinary shares in issue during the year of 54,163,397 (2004: 54,163,397).



20. Directors’ Fees and RemunerationNumber of Directors in the respective remuneration bands:-

GROUP AND COMPANY

EXECUTIVE NON-EXECUTIVE TOTAL DIRECTORS DIRECTORS

2005 $250,000 to $499,999 2 – 2

Below $250,000 1 3 4

Total 3 3 6

2004$250,000 to $499,999 2 – 2

Below $250,000 1 3 4

Total 3 3 6

21. Related Party TransactionsFor the purposes of these financial statements, parties are considered to be related to the Group if the Group has the ability,

directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating

decisions, or vice versa, or where the Group and the party are subject to common control or common significant influence.

Related parties may be individuals or other entities.

In addition to the related party information disclosed elsewhere in the financial statements, the following related party transac-

tion was carried out in the normal course of business on terms agreed between the parties during the financial year:

GROUP COMPANY

2005 2004 2005 2004 $’000 $’000 $’000 $’000

Interest on deposits paid to subsidiaries – – 3 2

22. DividendsAfter the balance sheet date, the directors proposed the following dividends which have not been provided for in the financial

statements.

2005 2004 $’000 $’000

Final dividend proposed of 6 cents (2004: 6 cents) per share less tax at 20% 2,600 2,600Special dividend proposed of 3 cents (2004: 3 cents) per share less tax at 20% 1,300 1,300

3,900 3,900


23. Contingent LiabilitiesAs at the balance sheet date, letters of credit and guarantees issued on behalf of customers amounted to $15,991,000 (2004:

$7,082,000).

The contingent liabilities are not secured on any of the Group’s assets.

24. Commitments

GROUP AND COMPANY

2005 2004 $’000 $’000

Capital Commitments Capital commitments contracted but not provided for 471 1,182 Operating Lease CommitmentsAt the balance sheet dates, the Group and the Company have commitments for future

minimum lease payments under non-cancellable operating leases as follows:Payable: Within 1 year 524 641 After 1 year but within 5 years 331 465

855 1,106

25. Financial Instruments Financial Risk Management Objectives and Policies

The Company has in place policies and procedural guidelines for its business operations. The management meets

regularly to help identify, evaluate and monitor financial risks on a continuous basis. In addition, internal audits are

conducted on an on-going basis to confirm that these policies and procedures are functioning effectively and any

deviations are duly highlighted for special attention.

The inherent financial risks in the normal course of the Company’s business comprise principally of credit risk, interest

rate risk and liquidity risk.

Credit Risk

The Company has established policies and guidelines to evaluate, monitor and control credit risk on a continuous basis.

All loans are subject to the stringent process of credit evaluation and these loans are secured by collaterals. Credit

reviews are conducted periodically to monitor the health of these accounts and to detect early signs of weaknesses and

deviations.

At the balance sheet date, there is no significant concentration of credit risk. The maximum exposure to credit risk is

represented by the carrying amount of each financial asset in the balance sheets.




25. Financial Instruments (cont’d) Interest Rate Risk

The Company’s inherent exposure to market risk arises from differences in the repricing of its loans and deposits portfoli-

os. The Company manages the risk through the diversification of its loans and deposits portfolios to avoid concentration

in any one particular area of business. A tracking system is in place to closely monitor the movements of interest rates

and to respond to changes on a timely basis.

Liquidity Risk

The Company’s loans are currently funded from shareholders’ funds and deposits liabilities while there are other avenues

available including the raising of funds by issuing bonds or accessing short-term funds from the inter-bank market. The

objective of liquidity management is to ensure that there are sufficient funds to meet contractual and regulatory financial

obligations as they become due.

Effective Interest Rates and Repricing Analysis

In respect of interest-earning financial assets and interest-bearing financial liabilities, the following table indicates their

effective interest rates at balance sheet date and the periods in which they mature or reprice.

EFFECTIVE 0 TO 3 3 TO 12 OVER NON-INTEREST TOTAL INTEREST MONTHS MONTHS 1 YEAR BEARING $’000 RATE $’000 $’000 $’000 $’000 %

Group 2005

Financial Assets

Singapore Government Securities 1.5 – 4.4 29,373 2,977 8,396 - 40,746

Loans and advances 3.1 – 7.0 332,130 2,238 68,528 - 402,896

Cash and cash equivalents 1.7 – 2.0 89,285 - - 1,880 91,165

450,788 5,215 76,924 1,880 534,807

Financial Liabilities

Deposits and savings accounts

of customers 0.3 – 1.7 137,945 202,136 26,334 8,599 375,014

2004Financial Assets

Singapore Government Securities 0.6 - 4.4 10,985 12,916 9,400 - 33,301

Loans and advances 4.0 - 7.3 279,755 3,379 56,848 - 339,982

Cash and cash equivalents 0.4 - 0.7 53,623 - - 7,977 61,600

344,363 16,295 66,248 7,977 434,883



of customers 0.3 - 1.1 129,430 132,396 18,342 2,599 282,767


25. Financial Instruments (cont’d)(e) Effective Interest Rates and Repricing Analysis (cont’d)

EFFECTIVE 0 TO 3 3 TO 12 OVER NON-INTEREST TOTAL INTEREST MONTHS MONTHS 1 YEAR BEARING $’000 RATE $’000 $’000 $’000 $’000 %

Company 2005

Financial Assets




450,788 5,215 76,924 1,590 534,517



of customers 0.3 – 1.7 138,681 202,136 26,334 8,599 375,750

2004Financial Assets




344,363 16,295 66,248 7,646 434,552



of customers 0.3 – 1.1 130,162 132,396 18,342 2,599 283,499



26. Fair Values of Financial InstrumentsIn assessing the fair value of financial instruments, the Group uses a variety of methods and make assumptions that are based

on market conditions existing at each balance sheet date.

Although the directors have employed their best judgement in the estimation of fair values, there is inevitably a significant ele-

ment of subjectivity involved in the calculations. Therefore, the fair value estimates presented below are not necessarily indica-

tive of the amounts the Company could have realised in a sales transaction at balance sheet date.

Methodologies

The methodologies and assumptions used depend on the terms and risk characteristics of the various instruments and include

the following:

Liquid Assets and Liabilities

The carrying values of statutory deposit with the Monetary Authority of Singapore, other receivables and deposits, cash and

cash equivalents, trade and other payables approximate their fair values as these balances are short-term in nature or are

receivable or payable on demand.

Investment Securities

The fair values of investment securities are based on quoted market prices at balance sheet date.

Loans and Advances

The fair value of loans and advances that mature or reprice within six months of balance sheet date is assumed to equate to

the carrying value. The fair value of all other loans and advances was calculated using discounted cash flow models based on

the maturity of the loans. The discount rates applied in this exercise were based on the current interest rates of similar types of

loans.

Deposits and Savings Accounts of Customers

The fair value of deposits and savings accounts of customers which mature or reprice within six months is estimated to be the

carrying value at balance sheet date. The fair value of other term deposits was calculated using discounted cash flow models,

based on the deposit type and its related maturity. The discount rates applied in this exercise were based on the current inter-

est rates of similar types of deposits.




26. Fair Values of Financial Instruments (cont’d)Summary

The following table provides comparison of carrying and fair values for each item discussed above, where applicable:-

2005 2004

CARRYING FAIR VALUE CARRYING FAIR VALUE AMOUNT AMOUNT $’000 $’000 $’000 $’000

GroupFinancial Assets

Statutory deposit with the Monetary Authority

of Singapore 8,303 8,303 6,947 6,947

Loans and advances 390,808 391,946 316,428 328,729

Investments 42,879 43,253 34,785 34,797

Other receivables and deposits 3,712 3,712 3,185 3,185

Cash and cash equivalents 91,165 91,165 61,600 61,600

536,867 538,379 422,945 435,258


Deposits and savings accounts of customers 375,014 377,121 282,767 284,685

Trade and other payables 32,985 32,985 23,861 23,861

Staff retirement gratuities 1,037 1,037 999 999

409,036 411,143 307,627 309,545

CompanyFinancial Assets

Statutory deposit with the Monetary Authority

of Singapore 8,303 8,303 6,947 6,947

Loans and advances 390,808 391,946 316,428 328,729

Investments 42,879 43,253 34,785 34,797

Other receivables and deposits 3,709 3,709 3,183 3,183

Cash and cash equivalents 90,875 90,875 61,269 61,269

536,574 538,086 422,612 434,925


Deposits and savings accounts of

customers 375,750 377,857 283,499 285,418

Trade and other payables 33,168 33,168 23,980 23,980

Staff retirement gratuities 1,037 1,037 999 999

409,955 412,062 308,478 310,397

27. Segment ReportingSegment reporting is not required for the Group and the Company as majority of the income is from the same business

segment, which is credit and lending. All activities are carried out in the Republic of Singapore.


Authorised Share Capital – $200,000,000

Issued & Fully Paid-up Capital – $54,163,397

Class of Shares – Ordinary Shares of $1.00 each fully paid

Voting Rights – On a show of hands – each member present in person or by proxy shall have one vote

On a poll – every member present in person or by proxy shall have one vote

for every share he holds or represents

Breakdown of shareholdings by range as at 23 August 2005

SIZE OF SHAREHOLDINGS NO. OF % OF NO. OF % OF ISSUED SHAREHOLDERS SHAREHOLDERS SHARES SHARE CAPITAL

1 to 999 329 14.09 137,042 0.25

1,000 to 10,000 1,646 70.49 6,218,874 11.48

10,001 to 1,000,000 353 15.12 13,686,598 25.27

1,000,001 AND ABOVE 7 0.30 34,120,883 63.00

TOTAL 2,335 100.00 54,163,397 100.00

Twenty largest Shareholders as at 23 August 2005(As shown in the Register of Members)

NO. NAME OF SHAREHOLDERS NO. OF SHARES % OF ISSUED SHARE CAPITAL

1 See Hoy Chan (1988) Private Limited 24,814,000 45.81

2 Teo Hang Sam Realty Sdn Berhad 2,793,000 5.16

3 United Overseas Bank Nominees Pte Ltd 1,498,128 2.77

4 DBS Nominees Pte Ltd 1,450,005 2.68

5 Morph Investments Ltd 1,279,000 2.36

6 See Hoy Chan International Pte Ltd 1,235,000 2.28

7 Teo Soo Meng 1,060,750 1.96

8 Peh Chin Chiong 582,800 1.08

9 OCBC Nominees Singapore Pte Ltd 580,075 1.07

10 Ou Yang Yan Te 250,494 0.46

11 Malayan International Corporation

Private Limited 250,000 0.46

12 Citibank Nominees Singapore Pte Ltd 248,625 0.46

13 Chuah Bee Jiat 245,000 0.45

14 Ang Chian Poh 240,000 0.44

15 Tan Soon Lin 233,000 0.43

16 See Beng Lian Janice 231,000 0.43

17 Lee Chee Khuen 216,300 0.40

18 Overseas Union Bank Nominees Pte Ltd 184,499 0.34

19 Ooi Thean Seng Douglas 152,000 0.28

20 Tan Khay Sin 147,000 0.27

Total 37,690,676 69.59

On the basis of the information available to the Company, approximately 48.67% of the equity securities of the Company are

held in the hands of the public. This is in compliance with Rule 723 of the Listing manual of the SGX-ST, which requires at

least 10% of a listed issuer’s equity securities to be held by the public.

Shareholdings StatisticsAs at 23 August 2005


Substantial Shareholders as at 23 August 2005(As shown in the Company’s Register of Substantial Shareholders)

NAME NUMBER OF SHARES

DIRECT INTEREST % DEEMED INTEREST %

See Hoy Chan (1988) Pte Ltd 24,814,000 45.813 - -

Teo Soo Chuan Pte Ltd 35,625 0.066 24,814,000 1 45.813

Teo Hang Sam Realty Sdn Bhd 2,793,000 5.157 - -

Teo Soo Chuan 47,500 0.088 27,690,125 2 51.123

Teo Chiang Long 1,875 0.003 27,644,500 3 51.039

1 Teo Soo Chuan Pte Ltd is deemed to be interested in the 24, 814,000 Shares held by See Hoy Chan (1988) Pte Ltd

2 Of the 27,690,125 Shares in which Teo Soo Chuan is deemed to be interested:

(a) 24,814,000 Shares are held by See Hoy Chan (1988) Pte Ltd;

(b) 2,793,000 Shares are held by Teo Hang Sam Realty Sdn Bhd;

(c) 35,625 Shares are held by Teo Soo Chuan Pte Ltd; and

(d) 47,500 Shares are held by his spouse, Goh Siok Cheng

3 Of the 27,644,500 Shares in which Teo Chiang Long is deemed to be interested:

(a) 24,814,000 Shares are held by See Hoy Chan (1988) Pte Ltd;

(b) 2,793,000 Shares are held by Teo Hang Sam Realty Sdn Bhd;

(c) 35,625 Shares are held by Teo Soo Chuan Pte Ltd; and

(d) 1,875 Shares are held by his spouse, Lo Pia Leng

Shareholdings StatisticsAs at 23 August 2005


NOTICE IS HEREBY GIVEN THAT THE THIRTY-SIXTH ANNUAL GENERAL MEETING of the Company will be held at 391A

Orchard Road, Tower A, #26-00, Ngee Ann City, Singapore 238873, on Wednesday, 12 October 2005 at 11.00 a.m. for the

purpose of transacting the following business:-

As Ordinary Business

1. To receive and adopt the Audited Accounts for the financial year ended 30 June 2005 and the Directors’ Report and the

Auditors’ Report thereon.

2. To declare a first and final dividend of 6 per cent less tax and a special dividend of 3 per cent less tax in respect of the

financial year ended 30 June 2005.

3. To approve Directors’ fees of $161,000/-. [2004: $161,000/-]

4. To consider and, if thought fit, to pass the following resolutions: -

(i) “That pursuant to Section 153(6) of the Companies Act, Chapter 50, Mr Ong Pang Boon be and is hereby

reappointed a Director of the Company to hold such office from the date of this Annual General Meeting until the

next Annual General Meeting of the Company.”

(ii) “That pursuant to Section 153(6) of the Companies Act, Chapter 50, Mr Phua Bah Lee be and is hereby

reappointed a Director of the Company to hold such office from the date of this Annual General Meeting until the

next Annual General Meeting of the Company.”

5. To re-elect :

(i) Mr Jamie Teo Miang Yeow, a Director who will retire by rotation in accordance with Article 85 of the Articles of

Association of the Company and who, being eligible, will offer himself for re-election.

(ii) Mr William Ho Ah Seng, a Director who will retire by rotation in accordance with Article 85 of the Articles of

Association of the Company and who, being eligible will offer himself for re-election.

6. To re-appoint Messrs KPMG as Auditors of the Company and to authorise the Directors to fix their remuneration.

7. To transact any other business which may properly be transacted at an Annual General Meeting of the Company.

As Special Business

8. To consider, if thought fit, to pass with or without modifications, the following resolution which will be proposed as an

Ordinary Resolution : -

“That authority be and is hereby given to the Directors of the Company to:

(a) (i) issue shares in the capital of the Company (“shares”) whether by way of rights, bonus or otherwise; and or

(ii) make or grant offers, agreements or options (collectively, “Instruments”) that might or would require shares

to be issued, including but not limited to the creation and issue of (as well as adjustments to) warrants,

debentures or other instruments convertible into shares,

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; and

Notice of Annual General Meeting


(b) (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue shares in

pursuance of any instrument made or granted by the Directors while this Resolution was in force,

provided that:

(1) the aggregate number of shares to be issued pursuant to this Resolution (including shares to be issued in pursu-

ance of Instruments made or granted pursuant to this Resolution) does not exceed 50 per cent of the issued shares

in the capital of the Company (as calculated in accordance with sub-paragraph (2) below), of which the aggregate

number of shares to be issued other than on a pro rata basis to shareholders of the Company (including shares to

be issued in pursuance of instruments made or granted pursuant to this Resolution) does not exceed 20 per cent

of the issued shares in the capital of the Company (as calculated in accordance with sub-paragraph (2) below);

(2) (subject to such manner of calculation and adjustments as may be prescribed by the Singapore Exchange

Securities Trading Limited (“SGX-ST”)) for the purpose of determining the aggregate number of shares that may

be issued under sub-paragraph (1) above, the percentage of issued shares shall be based on the number of issued

shares in the capital of the Company at the time of this Resolution is passed, after adjusting for :

(i) new shares arising from the conversion or exercise of any convertible securities or share options or vesting of

share awards which are outstanding or subsisting at the time this Resolution is passed; and

(ii) any subsequent consolidation or subdivision of shares;

(3) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the

Listing Manual of the SGX-ST for the time being in force (unless such compliance has been waived by the SGX-ST)

and the Articles of Association for the time being of the Company; and

(4) (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.

BY ORDER OF THE BOARD

Nguy Joo Tian (Mrs)

Company Secretary

Singapore

16 September 2005



NOTICE OF BOOKS CLOSURE /DIVIDEND PAYMENT DATE

NOTICE IS ALSO HEREBY GIVEN that the Share Transfer Books and Register of Members of the Company will be closed on

Wednesday, 19 October 2005 for the preparation of dividend warrants. Duly completed transfers received by the Company’s

Share Registrar, M & C Services Private Limited, 138 Robinson Road #17-00, The Corporate Office, Singapore 068906, up

to 5.00 p.m. on Tuesday, 18 October 2005 will be registered before entitlements to the proposed dividend are determined.

Payment of the dividends, if approved by shareholders at the Annual General Meeting will be paid on Thursday, 27 October

2005.

BY ORDER OF THE BOARD

Nguy Joo Tian (Mrs)

Company Secretary

Singapore

16 September 2005

Note:

1. A Shareholder of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy

to attend and vote in his stead. A proxy need not be a Shareholder of the Company.

2. The instrument appointing a proxy must be lodged at the registered office of the Company at 150 Cecil Street #01-00,

Singapore 069543 not less than 48 hours before the time appointed for the Annual General Meeting.

Effect of Special Business to be Transacted

Ordinary Resolution 8 is to empower the Directors to issue shares in the capital of the Company and to make or grant

Instruments (such as warrants or debentures) convertible into shares, and to issue shares in pursuance of such Instruments,

up to a number not exceeding 50 per cent of the issued shares in the capital of the Company with a sub-limit of 20 per cent

for issues other than on a pro rata basis to shareholders. For the purpose of determining the aggregate number of shares that

may be issued, the percentage of issued shares shall be based on the number of issued shares in the capital of the Company at

the time that Resolution 8 is passed, after adjusting for (a) new shares arising from the conversion or exercise of any convert-

ible securities or share options or vesting of share awards which are outstanding or subsisting at the time that Resolution 8 is

passed, and (b) any subsequent consolidation or subdivision of shares.



Our Services

Financing• Block Discounting

• Car

• Commercial & Industrial Property

• Commercial Vehicle

• Dealership

• Domestic Factoring

• Equipment

• Housing

• Local Enterprise Finance Scheme

(LEFS) for Small Medium

Enterprises

• Property Development

• Share

• Structured Financing customised

to the needs of the customer

• Vessel

Customer CentresCity HQ

150 Cecil Street, #01-00

Singapore 069543

Tel: 6880 0633

Ang Mo Kio

Blk 711 Ang Mo Kio Ave 8, #01-3501D

Singapore 560711

Tel: 6458 4222

Bedok

Blk 202 Bedok North St 1, #01-473

Singapore 460202

Tel: 6445 8011

Bugis

108 Middle Road,

#05-01 Bright Chambers

Singapore 188967

Tel: 6292 1459

East Coast

212 East Coast Road

Singapore 428911

Tel: 6348 8262

Jurong West

Blk 501 Jurong West St 51, #01-273

Singapore 640501

Tel: 6467 1918

Serangoon

Blk 101 Towner Road, #01-230

Singapore 322101

Tel: 6299 8855

Savings and Fixed Deposits• Safe Deposit Boxes

• Fixed Deposits

• Savings Accounts



I/We,

of

being a member/members of the abovenamed Company hereby appoint

of

or failing him

or

as my/our proxy, to vote for me/us and on my/our behalf, at the Annual General Meeting of the Company to be held at 391A

Orchard Road, Tower A, #26-00, Ngee Ann City, Singapore 238873, on Wednesday, 12 October 2005 at 11:00am and at any

adjournment thereof.

Singapura Finance LtdProxy Form

I/We direct my/our proxy to vote for or against the Resolutions to be proposed at the Meeting as hereunder indicated.

NO RESOLUTIONS FOR AGAINST

1. Adoption of Directors and Auditors Reports, Statement by Directors and Accounts.

2. Declaration of Dividends.

3. Approval of Directors Fees of $161,000.

4. Re-appointment of Directors under Section 153(6) of the Companies Act, Cap. 50

(i) Mr Ong Pang Boon

(ii) Mr Phua Bah Lee

5. Re-election of Directors retiring under Article 85 of the Articles of Association of the

Company.

(i) Mr Jamie Teo Miang Yeow

(ii) Mr William Ho Ah Seng

6. Re-appointment of Messrs KPMG as Auditors and to authorise the Directors

to fix their remuneration.

7. Any Other Business.

8. Approval of the Ordinary Resolution pursuant to Section 161 of the Companies Act,

Cap. 50.

C

ut o

ut a

long

thi

s lin

e an

d fo

llow

fold

ing

and

mai

ling

inst

ruct

ions

ove

rleaf

AS WITNESS my/our hand(s)/seal this . . . . . . . . day of . . . . . . . . . . . . . . . . . . . . . . . . 2005

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Signature(s) of Shareholder(s) or Common Seal

IMPORTANT: Please read notes overleaf

IMPORTANT:1. For investors who have used their CPF monies to buy Singapura Finance Ltd

shares, this Annual 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.

3. CPF Investors who wish to attend the Annual General Meeting as an observer must submit their requests through their CPF Approved Nominees in accor-dance with their instructions within the timeframe specified.

4. CPF investors who wish to vote must submit their voting instructions to their CPF Approved Nominees to enable them to vote on their behalf.

NO. OF SHARES HELD

1. C

ut a

way

all

shad

ed a

reas

. 2

. Fol

d al

ong

dott

ed li

nes.

3

. Glu

e do

wn

flaps

.1. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint one or two proxies to attend and vote on his

behalf. A proxy need not be a member of the Company.

2. Where a member appoints two proxies, he shall specify the percentage of his shares to be represented by each proxy and if no percentage

is specified, the first named proxy shall be deemed to represent 100 percent of the shareholding and the second named proxy shall be

deemed to be an alternate to his first named.

3. Please insert the total number of shares held by you. If you have shares registered in your name in the Register of Members of the Company,

you should insert that number of shares. If you have shares entered against your name in the Depository Register and also in the Register of

Members, you should insert the aggregate number of shares. If no number is inserted, the instrument appointing a proxy or proxies will be

deemed to relate to all the shares held by you.

4. The instrument appointing a proxy or proxies must be deposited at the Company’s Registered Office at 150 Cecil Street #01-00, Singapore

069543 not less than 48 hours before the time set for the Annual General Meeting.

5. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney, the letter or under its common

seal or under the hand of its attorney or duly authorized officer.

6. Where an instrument appointing a proxy or proxies is signed on behalf of the appointer by an attorney, the letter of power of attorney or a

duly certified copy thereof must be lodged with the instrument of proxy, failing which the instrument may be deemed invalid.

7. The Company shall be entitled to reject any instrument appointing a proxy or proxies which is incomplete, improperly completed, illegible

or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument. In

addition, in the case of shares entered in the Depository Register, the Company may reject any instrument appointing a proxy or proxies if

the member, being the appointor, is now shown to have shares entered against his name in the Depository Register as at 48 hours before

the time appointed for holding the Meeting, as certified by The Central Depository (Pte) Limited to the Company.

The Company Secretary

Singapura Finance Ltd150 Cecil Street #01-00

Singapore 069543

Affix Postage Stamp

HEAD OFFICE: 150 CECIL STREET, #01-00, SINGAPORE 069543

TEL: 6880 0633 www.singapurafinance.com.sg

AP

NO

: 045

3.

CO

. REG

N. N

O.:

1969

0034

0N.

ANNUAL REPORT 2005 - Singapura Finance Directory 4 SINGAPURA FINANCE | ANNUAL REPORT 2005 Board of...

Documents

Transcript of ANNUAL REPORT 2005 - Singapura Finance Directory 4 SINGAPURA FINANCE | ANNUAL REPORT 2005 Board of...