Full Annual Report 2006 - Singapore Technologies Engineering
Full Annual Report 2006 - Singapore Technologies Engineering
Full Annual Report 2006 - Singapore Technologies Engineering
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THE WINNING<br />
SPIRIT<br />
ANNUAL REPORT <strong>2006</strong>
CONTENTS<br />
01 The Winning Spirit<br />
10 Letter to Shareholders<br />
16 Financial Highlights<br />
22 Board of Directors<br />
26 Senior Management<br />
30 Organisation Chart<br />
32 Corporate Governance<br />
44 Environment, Health and Safety<br />
45 Corporate Social Responsibility<br />
46 Investor Relations<br />
48 Investor Relations Calendar <strong>2006</strong><br />
48 Financial Calendar 2007<br />
49 Share Price Performance<br />
50 Human Resources<br />
54 Awards and Commendations<br />
56 Operating Financial Review<br />
62 ST <strong>Engineering</strong> at a Glance<br />
89 Financial <strong>Report</strong>
1<br />
The winning spirit entails more than<br />
performance. It is an active and<br />
adaptive mindset – one that defies odds,<br />
embraces the courage to be different, and<br />
determination in the face of adversity.<br />
ST <strong>Engineering</strong> empowers its people to<br />
direct positive energy into innovation<br />
and achievement. With the winning<br />
spirit, challenges are transformed into<br />
opportunities, problems into successes.
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 10<br />
Letter to Shareholders<br />
The Group recorded double digit growth for a second straight year in <strong>2006</strong>.<br />
Our net profit rose by 12% to $445.1m on the strength of the Aerospace<br />
and Electronics sectors and higher contributions from our overseas<br />
acquisitions. Group turnover was up 34% to $4.49b, while profit before tax<br />
increased 12% to $564.3m. Our earnings per share were 15.2 cents, an<br />
increase of 11%. Economic Value Added grew 13% to $327.8m. Return<br />
on equity was a very respectable 28.4%, higher than the 26.5% in 2005.<br />
Cash and cash equivalents, including funds under management, remained a<br />
healthy $1.4b.<br />
Dear Shareholders<br />
Global markets continued their upward momentum in <strong>2006</strong>,<br />
with <strong>Singapore</strong>’s growth at a new high compared to recent<br />
years. Higher interest rates and oil prices, however, threatened<br />
to hinder economic activity and exerted pressure on bottom<br />
lines for most industries. While higher oil prices have minimal<br />
direct impact on the Group, they affected the aviation industry,<br />
increasing the cost of operations for airlines already in a difficult<br />
market compounded by heightened competition from low cost<br />
carriers. China appears to have had some success in cooling<br />
its economy and growth continued to be strong, aided in part<br />
by the build up to the 2008 Olympics. India is another growing<br />
market where the Group seeks to increase its presence.<br />
Another area of opportunity is the booming Gulf States.<br />
While various geographies pose different challenges,<br />
they serve as opportunities for the Group as we grow our<br />
presence globally.<br />
Against this backdrop, the ST <strong>Engineering</strong> Group enjoyed<br />
another good year in <strong>2006</strong> with net profit growing by 12%<br />
to $445.1m.<br />
Becoming a Global Entity<br />
The Group today is a global entity operating in five continents,<br />
spanning 20 countries and 35 cities.<br />
With our recent acquisitions, the profile of our business mix<br />
is increasingly global and commercial, due to the nature and<br />
location of these new acquisitions. These new additions have<br />
steadily increased their contributions to the Group, enabling<br />
us to diversify our earnings stream. As a vital part of our total<br />
business mix, the Group’s defence business continues to grow<br />
with new solutions and product offerings. Customers are<br />
increasingly focused on the total cost of ownership and market<br />
best practices. Our flexibility to leverage on the interplay<br />
between our defence and commercial businesses, and tapping<br />
the strengths of each, helps strengthen the Group’s ability to<br />
provide innovative and cost effective systems and solutions.<br />
Group revenues outside of Asia has today grown to 47%<br />
from 28% in 2002, reflecting our geographic spread and<br />
global customer base which covers more than 60 countries.<br />
Globalisation helps to diversify geographic-centric economic<br />
and political factors, thereby hedging the interests of the Group.<br />
Globalisation is the cornerstone of our strategy for growth and<br />
to build leading businesses to add vigour to the Group. We
11<br />
Peter SEAH Lim Huat Chairman (left) TAN Pheng Hock President and CEO (right)<br />
select each new addition carefully to enhance the value of our<br />
existing businesses, expand our technologies and capabilities,<br />
address new markets, enlarge our customer base, and infuse<br />
fresh talent into our cosmopolitan workforce.<br />
In line with our globalisation thrust, this year we acquired two<br />
companies in the US – one in simulation and digital media,<br />
and another in specialty vehicles. In addition, a joint venture<br />
company was formed with Kalyani Group for the research,<br />
development and manufacture of military land-based products<br />
and solutions, specifically large calibre guns and small arms<br />
for India’s defence and security requirements. Our Aerospace<br />
sector is starting an aircraft maintenance facility in Panama in<br />
2Q2007, which enhances our aerospace global network and<br />
complements the existing North American facilities in Mobile,<br />
Alabama, and San Antonio, Texas.<br />
Growing by Double Digit<br />
The Group recorded double digit growth for a second straight<br />
year in <strong>2006</strong>. Our net profit rose by 12% to $445.1m on the<br />
strength of the Aerospace and Electronics sectors and higher<br />
contributions from our overseas acquisitions. Group turnover<br />
was up 34% to $4.49b, while profit before tax increased<br />
12% to $564.3m. Our earnings per share were 15.2 cents,<br />
an increase of 11%. Economic Value Added grew 13% to<br />
$327.8m. Return on equity was a very respectable 28.4%,<br />
higher than the 26.5% in 2005. Cash and cash equivalents,<br />
including funds under management, remained a healthy $1.4b.<br />
ST <strong>Engineering</strong>’s market cap reached $9.07b as at end<br />
December <strong>2006</strong>, compared to $8.33b at the close of 2005.<br />
Recognising our Shareholders<br />
The ST <strong>Engineering</strong> Board of Directors is proposing to pay<br />
100% of <strong>2006</strong> net profit of $445.1m to our loyal shareholders<br />
as dividends. This will translate into a dividend of 15.11 cents<br />
per share, and a dividend yield of 5.1%. The dividends comprise<br />
an ordinary tax exempt (one-tier) dividend of 4 cents per share,<br />
and a special tax exempt (one-tier) dividend of 11.11 cents<br />
per share. The Group plans to start paying half-year interim<br />
ordinary dividends from 2007.<br />
Winning the Trust of Customers<br />
Contracts announced during the year exceeded US$1.3b.<br />
The figure does not include smaller projects nor represent the<br />
Group’s total sales. These contract wins expanded our order<br />
book to an all time high of $7.37b by yearend.
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 12<br />
Letter to Shareholders<br />
We won several significant contracts in <strong>2006</strong>. Among them<br />
were the US$635m Airbus contract for total aviation support<br />
to Skybus, Airlines, a new carrier a new in carrier the US; in the two US; roll-on two roll-off roll-on vessels rolloff<br />
be vessels used by to be Airbus used to by transport Airbus to large transport aircraft large components, aircraft<br />
to<br />
including components, sections including for their sections new A380 for their aircraft; new A380 and two aircraft; and<br />
two shipbuilding contracts contracts from from the US the Navy US Navy amounting amounting to over to over<br />
US$360m, namely the Egyptian Navy fast missile craft project<br />
and a missile range instrumentation ship. The latter project is<br />
significant as it marks the first time we have won a contract<br />
from the US Navy since we acquired VT Halter Marine in 2002.<br />
Our Electronics sector’s foothold in the Chinese rail market<br />
now totals nearly $50m, including three projects in Guangzhou.<br />
It was also strengthened with the development of an integrated<br />
traffic command centre system, the first-of-its-kind aimed at<br />
efficiently managing major rail lines in Beijing. This makes us<br />
the first <strong>Singapore</strong> company to win a major Beijing Olympics<br />
related contract.<br />
Many of the contracts for the Group came from existing<br />
customers. A repeat customer is a happy customer. For an<br />
organisation driven by performance and results, there is no<br />
better validation and recognition than having customers come<br />
back time after time.<br />
Enhancing Capabilities<br />
The <strong>Singapore</strong> Army commissioned into service an enhanced<br />
version of our Bionix armoured vehicle, BXII, in <strong>2006</strong>. This<br />
latest Bionix boosts SAF’s 3rd Generation networked capability.<br />
Featuring innovations from the Electronics and Land Systems<br />
sectors, the BXII is integrated with the rest of the fighting<br />
forces through a battlefield management system and networkcentric<br />
wireless communications systems. In support of<br />
the digitised army programme, this provides an integrated<br />
situation awareness capability, collaborative planning tools and<br />
knowledge-based command and control (C2). This enables<br />
ground commanders to make responsive decisions and exercise<br />
highly effective C2 operations in a fast-moving battlefield – a<br />
prime example of how the Group delivers value to customers<br />
through innovation.<br />
The need for continuous capability improvement is a given,<br />
particularly in an ever-evolving and competitive global market.<br />
This is supported by a corporate culture which encourages<br />
innovation in integrating technologies and collaboration<br />
with like-minded partners to add new solutions to meet our<br />
customers’ needs.<br />
Some of these Group-wide capabilities and technologies were<br />
showcased at Asian Aerospace <strong>2006</strong>. Many of these are<br />
dual-purpose or applicable to both the defence and commercial<br />
businesses, including a slew of homeland security solutions.<br />
With our components companies in Scandinavia and the<br />
UK merged into one, our Aerospace sector has enlarged<br />
its product and services offerings in Europe, and added<br />
Scandinavian Airlines as a major customer. Together with<br />
the existing components repair capabilities, we now have<br />
expanded global coverage, as well as enhanced breadth and<br />
depth of our capabilities.<br />
Living Up to Corporate Citizenry<br />
As the Group expands, so does our Corporate Social<br />
Responsibility (CSR). Every country and every business has<br />
its own matrix of CSR hot buttons, ranging from the way we<br />
do business and preserve the environment to conservation/<br />
recycling practices, staff welfare and community programmes.<br />
Good corporate governance is especially vital as the Group<br />
globalises. Transparent practices need to be applied with<br />
cultural and local sensitivity. ST <strong>Engineering</strong> constantly raises<br />
the bar in best practices, implementing a whistle-blowing<br />
process during the year.
13<br />
In 2007, we will continue to grow our business organically<br />
in new markets, with new products and systems innovation,<br />
as well as develop new capabilities to address changing<br />
customer needs. In addition, the Group will focus on<br />
creating synergies among our businesses and leverage<br />
economies of scale in all four sectors.<br />
Looking Ahead<br />
As the Group spreads its wings globally, we are constantly<br />
mindful of the multitude of risks each new market entry brings,<br />
be they natural, political, economic or socio-cultural. The risk<br />
and business management framework that we have put in<br />
place, which is constantly being refined and reviewed, helps<br />
mitigate such business risks.<br />
Hurricane Katrina remains an important lesson of what could<br />
have been had we been less prepared. It is a reminder for us to<br />
stay vigilant and adaptive to an array of business challenges as<br />
we continue to grow our businesses globally.<br />
Going global also means making tough and painful decisions<br />
when necessary. We closed our UK aircraft maintenance<br />
facility in Bournemouth this year after being unable to turn it<br />
around since its setup in 2001. This was decided together<br />
with our joint venture partner in the long term interests of<br />
both companies and stakeholders.<br />
In 2007, we will continue to grow our business organically in<br />
new markets, with new products and systems innovation, as<br />
well as develop new capabilities to address changing customer<br />
needs. In addition, the Group will focus on creating synergies<br />
among our businesses and leverage economies of scale in all<br />
four sectors.<br />
At the same time, the Group will continue to seek companies<br />
and partners that enhance our core business through<br />
acquisitions, joint ventures, partnerships and collaborations.<br />
We adopt a pragmatic approach when developing new markets,<br />
realistically appraising the key performance indicators and<br />
adopting a flexible strategy for a particular environment which<br />
may require the Group to be a subcontractor, licensor, or<br />
supplier to local players.<br />
As an innovative organisation, we increasingly develop<br />
intellectual property to serve as a defensive measure in our<br />
global thrust and as leverage for market entry strategy where<br />
it makes sense.<br />
For the coming year, the Group expects to achieve a<br />
higher turnover and profit before tax, barring unforeseen<br />
circumstances.<br />
Expressing our Appreciation<br />
We formally express our appreciation to shareholders at the<br />
AGM and in the annual report. In reality, our gratitude for<br />
your support extends throughout the year. In the same light,<br />
we thank our customers for their continuing support through<br />
the years.<br />
Our Board of Directors is the beacon which steers Group<br />
strategy and sets Group directions. The Directors’ experience<br />
and depth of knowledge, willingly shared, have mapped our<br />
course and continue to guide our future.<br />
We would like to record our deep appreciation to our Director,<br />
Lieutenant-General Ng Yat Chung, who will be retiring at our<br />
coming AGM.<br />
Not least of all, our special thanks to our family of over 17,000<br />
members around the world. Your dedication and loyalty have<br />
contributed to our success and winning spirit.<br />
Peter SEAH Lim Huat<br />
Chairman<br />
TAN Pheng Hock<br />
President and CEO<br />
16 March 2007
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 14
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 16<br />
Financial Highlights<br />
Group turnover rose 34% to $4,486m. EBIT, PBT and PATMI were<br />
$457.6m, $564.3m and $445.1m, representing growth rates of 17%, 12%<br />
and 12% respectively. Order book rose to a new high at $7.37b. Return<br />
on equity improved from 26.5% for FY2005 to 28.4% for FY<strong>2006</strong>. The<br />
Board is proposing to pay 100% of net profits as dividends or<br />
15.11 cents per share.<br />
TURNOVER BY SECTOR ($m)<br />
06<br />
05<br />
04<br />
03<br />
02<br />
0 500 1,000 1,500 2,000 2,500 3,000 3,500 4,000 4,500 5,000<br />
PROFIT BEFORE TAX BY SECTOR ($m)<br />
06<br />
05<br />
04<br />
03<br />
02<br />
0 100 200 300 400 500 600<br />
PROFIT AFTER TAX BY SECTOR ($m)<br />
06<br />
05<br />
04<br />
03<br />
02<br />
0 100 200 300 400 500<br />
Aerospace Electronics Land Systems Marine Others
17<br />
Key Financial Data<br />
<strong>2006</strong> 2005 2004 2003 2002<br />
TURNOVER<br />
BY SECTOR ($m) 4,486 100% 3,338 100% 2,948 100% 2,819 100% 2,619 100%<br />
Aerospace 1,673 37% 1,236 37% 1,118 38%<br />
1,092 39%<br />
1,043 40%<br />
Electronics 951 21% 701 21% 626 21%<br />
614 22%<br />
571 22%<br />
Land Systems 1,002 22% 600 18% 591 20%<br />
717 25% 710 27%<br />
Marine 702 16% 660 20% 484 16% 387 14% 280 11%<br />
Others 158 4% 141 4% 129 5%<br />
9 –<br />
15 –<br />
PROFIT BEFORE TAX<br />
BY SECTOR ($m) 564.3 100% 503.2 100% 446.2 100% 412.7 100% 413.0 100%<br />
Aerospace 305.3 54% 255.4 51% 235.4 53%<br />
225.2 55%<br />
213.0 52%<br />
Electronics 104.6 19% 76.0 15% 64.5 14% 61.4 15%<br />
56.7 14%<br />
Land Systems 70.0 12% 65.0 13% 71.5 16% 96.4 23%<br />
96.9 23%<br />
Marine 79.5 14% 87.9 17% 69.8 16%<br />
35.2 9%<br />
41.1 10%<br />
Others 4.9 1% 18.9 4% 5.0 1%<br />
(5.5) (2%)<br />
5.3 1%<br />
PROFIT AFTER TAX<br />
BY SECTOR ($m) 445.1 100% 396.3 100% 354.2 100% 325.6 100% 330.7 100%<br />
Aerospace 255.0 57% 210.3 53% 187.3 53%<br />
176.3 54%<br />
155.6 47%<br />
Electronics 76.3 17% 58.0 15% 51.6 15%<br />
48.0 15%<br />
42.8 13%<br />
Land Systems 51.9 12% 49.0 12% 58.1 16%<br />
76.5 24%<br />
100.6 30%<br />
Marine 67.8 15% 70.3 18% 53.7 15%<br />
30.8 9%<br />
29.2 9%<br />
Others (5.9) (1%) 8.7 2% 3.5 1%<br />
(6.0) (2%)<br />
2.5 1%
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 18<br />
Key Financial Data<br />
<strong>2006</strong> 2005 2004 2003 2002<br />
Shareholders’ funds ($m) 1,565 1,493 1,358 1,324 1,452<br />
Total assets ($m) 5,514 4,566 4,042 4,122 4,351<br />
Net tangible assets ($m) 996.4 1,131 1,296 1,266 1,431<br />
Gross dividend per share (cents) 15.11 13.60 12.39 11.30 18.50<br />
Dividend yield (%) 5.09 5.24 5.67 6.12 9.25<br />
Dividend cover 1.00 1.00 1.00 1.00 0.74<br />
Earnings per share (cents) 15.15 13.64 12.26 11.29 11.47<br />
Return on turnover (%) 10.2 12.3 12.2 11.6 12.7<br />
Return on equity (%) 28.4 26.5 26.1 24.6 22.8<br />
Return on total assets (%) 8.3 9.0 8.9 7.9 7.7<br />
Net tangible assets per share (cents) 33.80 38.80 44.80 43.90 49.60<br />
06<br />
1,565<br />
02<br />
1,452<br />
04<br />
1,358<br />
05<br />
1,493<br />
03<br />
1,324<br />
SHAREHOLDERS’ FUNDS ($m)<br />
06<br />
28.4<br />
04<br />
26.1<br />
05<br />
26.5<br />
02<br />
22.8<br />
03<br />
24.6<br />
RETURN ON EQUITY (%)<br />
02<br />
49.6<br />
04<br />
44.8<br />
03<br />
43.9<br />
05<br />
38.8<br />
NET TANGIBLE ASSETS PER SHARE (CENTS) 06<br />
33.8
19<br />
Productivity Data<br />
<strong>2006</strong> 2005 2004 2003 2002<br />
Average staff strength 15,912 13,099 11,684 11,702 11,413<br />
Sales per employee ($) 281,910 254,821 252,333 240,898 229,492<br />
Profit after tax per employee ($) 27,974 30,255 30,316 27,823 28,977<br />
Employment costs ($m) 1,243.0 899.9 826.9 798.0 759.1<br />
Employment costs per $ of turnover ($) 0.28 0.27 0.28 0.28 0.29<br />
Economic Value Added ($m) 327.8 290.6 234.5 240.9 190.2<br />
Economic Value Added spread (%) 12.3 16.2 13.7 13.9 11.3<br />
Economic Value Added per employee ($) 20,598 22,187 20,075 20,587 16,664<br />
Value added ($m) 1,990.8 1,500.6 1,363.1 1,337.0 1,274.2<br />
Value added per employee ($) 125,112 114,559 116,668 114,253 111,646<br />
Value added per $ of employment costs ($) 1.60 1.67 1.65 1.68 1.68<br />
Value added per $ of gross property,<br />
plant and equipment ($) 0.99 1.02 1.03 1.05 1.03<br />
Value added per $ of turnover ($) 0.44 0.45 0.46 0.47 0.49<br />
04 30.3 05 30.3<br />
02 29.0<br />
06 28.0<br />
03 27.8<br />
PROFIT AFTER TAX PER EMPLOYEE ($’000)<br />
05 22.2<br />
03 20.6<br />
04 20.1<br />
06 20.6<br />
02 16.7<br />
ECONOMIC VALUE ADDED PER EMPLOYEE ($’000)<br />
06 125.1<br />
03 114.3<br />
04 116.7<br />
05 114.6<br />
02 111.6<br />
VALUE ADDED PER EMPLOYEE ($’000)
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 20<br />
Group Economic Value Added Statement<br />
($m) <strong>2006</strong> 2005 2004 2003 2002<br />
Net profit before tax 512.8 457.3 387.8 367.4 370.7<br />
Adjust for:<br />
Share of results of associated companies<br />
and joint ventures 51.5 45.9 58.4 45.3 42.3<br />
Interest expense 45.1 10.4 8.0 3.7 5.0<br />
Others 11.6 2.2 (4.8) 18.4 5.3<br />
Adjusted profit before interest and tax 621.0 515.8 449.4 434.8 423.3<br />
Cash operating taxes (Note 1) (112.8) (99.3) (85.7) (84.7) (76.3)<br />
Net operating profit after tax (NOPAT) – (a) 508.2 416.5 363.7 350.1 347.0<br />
Average capital employed (Note 2) 2,691.9 1,865.4 1,725.0 1,712.1 1,685.8<br />
Weighted average cost of capital (Note 3) (%) 6.6 6.1 7.4 6.5 9.3<br />
Capital charge – (b) (177.7) (113.8) (127.6) (111.3) (156.8)<br />
Economic Value Added (EVA) – [(a) – (b)] 330.5 302.7 236.1 238.8 190.2<br />
Minority share of EVA (2.7) (12.1) (1.6) 2.1 –<br />
EVA attributable to ordinary shareholders 327.8 290.6 234.5 240.9 190.2<br />
Unusual items (UI) gains/(losses) (Note 4) (30.7) (7.0) 6.1 0.7 7.9<br />
EVA attributable to ordinary shareholders<br />
(exclude UI) 297.1 283.6 240.6 241.6 198.1<br />
Note 1:<br />
Note 2:<br />
The reported current tax is adjusted for the statutory tax impact of<br />
interest expense.<br />
Monthly average share capital plus interest bearing liabilities,<br />
timing provision, goodwill impaired/amortised, and present value<br />
of operating leases.<br />
Major Capital Components:<br />
$m<br />
Long term debt 834.1<br />
Short term debt 178.5<br />
Equity 1,438.0<br />
Others 241.3<br />
2,691.9<br />
Note 3:<br />
Note 4:<br />
The Weighted Average Cost of Capital is calculated in accordance to<br />
<strong>Singapore</strong> <strong>Technologies</strong> <strong>Engineering</strong> Group EVA Policy as follows:<br />
i) Cost of Equity using Capital Asset Pricing Model with market risk<br />
premium at 6.0% (2005 @ 6.0%);<br />
ii) Risk-free rate of 3.31% (2005 @ 2.62%) based on yield-tomaturity<br />
of <strong>Singapore</strong> Government 10 years Bonds;<br />
iii) Ungeared beta at 0.65 (2005 @ 0.65) based on <strong>Singapore</strong><br />
<strong>Technologies</strong> <strong>Engineering</strong> risk categorisation; and<br />
iv) Cost of Debt rate at 3.54% (2005 @ 3.03%) using 5-year<br />
<strong>Singapore</strong> dollar Swap Offered Rate plus 25 basis point<br />
(2005 @ 75 basis point).<br />
Unusual Items (UI) refer to divestment of investment properties,<br />
subsidiary and associates, long term investments and disposal of major<br />
property, plant and equipment.<br />
06<br />
05<br />
327.8<br />
290.6<br />
02<br />
03<br />
240.9<br />
04<br />
234.5<br />
EVA ATTRIBUTABLE TO ORDINARY<br />
SHAREHOLDERS ($m)<br />
190.2
21<br />
Group Value Added Statement<br />
($m) <strong>2006</strong> 2005 2004 2003 2002<br />
Value added from:<br />
Revenue earned 4,485.8 3,337.9 2,948.1 2,819.0 2,619.2<br />
Bought in materials and services (2,644.0) (1,959.0) (1,698.6) (1,578.5) (1,452.1)<br />
1,841.8 1,378.9 1,249.5 1,240.5 1,167.1<br />
Income from investments and interest 79.9 49.4 36.2 32.1 49.6<br />
Exchange loss (3.9) (1.8) (2.1) (1.2) (4.2)<br />
Other non-operating income 21.5 28.2 21.1 20.3 19.4<br />
Share of results of associated companies and<br />
joint ventures 51.5 45.9 58.4 47.3 43.8<br />
Amortisation of goodwill on acquisition of<br />
associated companies – – – (2.0) (1.5)<br />
Total value added 1,990.8 1,500.6 1,363.1 1,337.0 1,274.2<br />
Distribution of total value added<br />
To employees in wages, salaries and benefits 1,241.0 898.3 826.2 797.4 758.5<br />
To government in income and other taxes 116.8 99.6 93.8 93.1 83.8<br />
To providers of capital on:<br />
• Interest paid on borrowings 42.3 8.0 4.2 2.2 2.9<br />
• Dividends to shareholders 399.5 359.8 326.5 449.9 247.8<br />
1,799.6 1,365.7 1,250.7 1,342.6 1,093.0<br />
Balance retained in/(applied from) business<br />
Depreciation 130.7 79.1 77.7 86.4 78.6<br />
Impairment of assets 9.3 16.5 1.0 1.1 1.9<br />
Retained profits (15.6) 5.3 (0.6) (149.7) 44.2<br />
124.4 100.9 78.1 (62.2) 124.7<br />
Non-production cost and income<br />
Bad debts (9.2) (13.6) 0.2 25.7 11.1<br />
Income from investments and interest 79.9 49.4 36.2 32.1 49.6<br />
Exchange loss (3.9) (1.8) (2.1) (1.2) (4.2)<br />
66.8 34.0 34.3 56.6 56.5<br />
Total distribution 1,990.8 1,500.6 1,363.1 1,337.0 1,274.2<br />
06 1,990.8<br />
05 1,500.6<br />
02 1,274.2<br />
03 1,337.0<br />
04 1,363.1<br />
TOTAL VALUE ADDED ($m)
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 22<br />
Board of Directors<br />
The names of the directors<br />
holding office at the date of<br />
this report are set out below<br />
together with details of their<br />
academic and professional<br />
qualifications, age, date of first<br />
appointment as director, date<br />
of last re-election as director<br />
as well as directorships in listed<br />
companies.<br />
Mr Peter SEAH Lim Huat,<br />
Chairman<br />
Mr Peter Seah Lim Huat, 60,<br />
was appointed non executive<br />
Chairman on 15 April 2002<br />
and was last re-elected on 31<br />
March <strong>2006</strong>. He is currently<br />
a member of the Temasek<br />
Holdings Advisory Panel. Mr<br />
Seah was a banker for 33<br />
years before retiring as Vice<br />
Chairman and CEO of the<br />
former Overseas Union Bank<br />
in 2001 and joining <strong>Singapore</strong><br />
<strong>Technologies</strong> Pte Ltd as<br />
President and CEO. He held<br />
this position until 31 December<br />
2004. Mr Seah is the Chairman<br />
of SembCorp Industries<br />
Limited* and <strong>Singapore</strong><br />
Computer Systems Limited*.<br />
He also sits on the Boards of<br />
CapitaLand Limited*, Chartered<br />
Semiconductor Manufacturing<br />
Ltd # , STATS ChipPAC Ltd # and<br />
StarHub Ltd*.<br />
Mr Seah is also President<br />
Commissioner of PT Indosat<br />
Tbk, PT Bank Internasional<br />
Indonesia Tbk and Deputy<br />
Chairman of Global Crossing<br />
Limited and ST Telemedia Pte<br />
Ltd. His other appointments<br />
include being a member of the<br />
Board of Siam Commercial<br />
Bank Public Company<br />
Limited and the Government<br />
of <strong>Singapore</strong> Investment<br />
Corporation. He serves as<br />
a member of the Institute<br />
of Defence and Strategic<br />
Studies, Defence Science<br />
Technology Agency (DSTA),<br />
<strong>Singapore</strong> Chinese Chamber<br />
of Commerce and Industry and<br />
<strong>Singapore</strong> Business Federation<br />
Council. Mr Seah was awarded<br />
the Public Service Star (Bintang<br />
Bakti Masyarakat) in 1999<br />
and made a Justice of the<br />
Peace in 2003. He graduated<br />
from the former University<br />
of <strong>Singapore</strong> (NUS) in 1968<br />
with an Honours degree in<br />
Business Administration.<br />
Mr TAN Pheng Hock<br />
Mr Tan Pheng Hock, 49, is<br />
the President and CEO of<br />
ST <strong>Engineering</strong> and an<br />
executive Director. He was<br />
appointed Director on 1 May<br />
2001 and was last re-elected<br />
on 31 March 2005. Mr Tan<br />
sits on the Board of SembCorp<br />
Marine Ltd* and Neptune<br />
Orient Lines Limited*. He is<br />
Chairman of the Nanyang<br />
Polytechnic Board of Governors<br />
and Deputy Chairman of<br />
the <strong>Singapore</strong> Workforce<br />
Development Authority.<br />
Mr Tan began his career with<br />
the Group as an engineer<br />
in ST Marine in 1981. He<br />
was previously Executive<br />
Vice President of ST Marine,<br />
President of ST Kinetics,<br />
President and Chief Operating<br />
Officer of ST <strong>Engineering</strong><br />
and ST <strong>Engineering</strong> Group<br />
President. Mr Tan holds a<br />
Bachelor of Science (First<br />
Class Honours) in Marine<br />
<strong>Engineering</strong> from the University<br />
of Surrey, UK and a Master of<br />
Science in Management from<br />
Stanford University, USA.<br />
Mr KOH Beng Seng<br />
Mr Koh Beng Seng, 56, is the<br />
CEO of Octagon Advisers Pte<br />
Ltd. He was appointed an<br />
independent non executive<br />
Director on 15 September<br />
2003 and will be due for<br />
re-election at this coming<br />
AGM under Article 98 of<br />
the Company’s Articles of<br />
Association. Mr Koh was<br />
Deputy President of United<br />
Overseas Bank Ltd (UOB)<br />
until 31 January 2005. Prior<br />
to UOB, Mr Koh was Senior<br />
Advisor to Asia Pulp & Paper<br />
Co Ltd and Advisor to Bank<br />
of China and the International<br />
Monetary Fund. Mr Koh has<br />
extensive experience in the<br />
financial services sector.<br />
He was with the Monetary<br />
Authority of <strong>Singapore</strong> from<br />
1973 to 1998, where he served<br />
as Deputy Managing Director<br />
from 1988 to 1998. Mr Koh<br />
is a Director of Bank of China<br />
(Hong Kong) Limited^, Fraser<br />
& Neave Ltd* and Sing-Han<br />
International Financial Services<br />
Limited. Mr Koh holds a<br />
Bachelor of Commerce<br />
(First Class Honours) from<br />
the former Nanyang University,<br />
<strong>Singapore</strong>, and a Master of<br />
Business Administration from<br />
Columbia University, USA.
23<br />
PAST DIRECTORSHIPS IN<br />
THE LAST THREE YEARS<br />
Mr Peter SEAH Lim Huat<br />
• Civil Aviation Authority<br />
of <strong>Singapore</strong><br />
• Board of Commissioners<br />
of Currency <strong>Singapore</strong><br />
• AF (Indonesia) Pte Ltd<br />
• EDBV Management Pte Ltd<br />
• EDB Ventures 2 Pte Ltd<br />
• EDB Ventures Pte Ltd<br />
• PSA International Pte Ltd<br />
• <strong>Singapore</strong> <strong>Technologies</strong><br />
Pte Ltd<br />
• <strong>Singapore</strong> <strong>Technologies</strong><br />
Semiconductors Pte Ltd<br />
Lieutenant-General<br />
NG Yat Chung<br />
LG Ng Yat Chung, 45, is the<br />
Chief of the Defence Force 1 .<br />
He was appointed a non<br />
executive Director on 15 June<br />
2003 and will retire at this<br />
coming AGM. He joined the<br />
<strong>Singapore</strong> Armed Forces (SAF)<br />
in 1979 and was awarded the<br />
SAF Overseas Scholarship in<br />
1980. In the course of his<br />
military career, he has held<br />
various key command and<br />
staff positions in the Ministry<br />
of Defence (MINDEF). LG<br />
Ng is the Deputy Chairman<br />
of SRCC Pte Ltd. He is<br />
also a member of the Board<br />
of Trustees of the National<br />
University of <strong>Singapore</strong> and<br />
a Director of DSTA. LG Ng<br />
holds a Bachelor of Arts<br />
(Honours) in <strong>Engineering</strong><br />
Tripos and a Master of Arts<br />
(Mathematics) from the<br />
University of Cambridge, UK,<br />
as well as a Master of Business<br />
Administration from Stanford<br />
University, USA.<br />
Dr TAN Kim Siew<br />
Dr Tan Kim Siew, 52, is<br />
Permanent Secretary (Defence<br />
Development), MINDEF. He<br />
was appointed a non executive<br />
Director on 15 December 2003<br />
and will be due for re-election<br />
at this coming AGM under<br />
Article 98 of the Company’s<br />
Articles of Association. Prior<br />
to his present appointment<br />
with MINDEF, he was the<br />
Deputy Secretary (Policy) with<br />
the Ministry of Finance. He<br />
was formerly the CEO and<br />
Chief Planner of the Urban<br />
Redevelopment Authority<br />
(URA) from 1996 to 2001.<br />
Dr Tan is the Chairman of<br />
DSTA and also a Director<br />
of <strong>Singapore</strong> <strong>Technologies</strong><br />
Holdings Pte Ltd. Dr Tan<br />
holds a Bachelor of Arts in<br />
<strong>Engineering</strong> Tripos and a<br />
PhD in <strong>Engineering</strong> from the<br />
University of Cambridge, UK.<br />
Professor LUI Pao Chuen<br />
Prof Lui Pao Chuen, 64, is<br />
the Chief Defence Scientist in<br />
MINDEF. He was appointed<br />
a non executive Director on<br />
1 October 1997 and was<br />
last re-elected on 31 March<br />
<strong>2006</strong>. Prof Lui sits on the<br />
management boards of<br />
various scientific and research<br />
institutes. He is an Adjunct<br />
Professor in the <strong>Engineering</strong><br />
Faculty of NUS. He is also<br />
the Chairman of SembCorp<br />
Design and Construction Pte<br />
Ltd, a subsidiary of SembCorp<br />
Industries Ltd, and Chairman<br />
of the Management Boards<br />
of Temasek Defence Systems<br />
Institute, NUS, and Temasek<br />
Laboratories, NUS and NTU.<br />
Prof Lui graduated from the<br />
former University of <strong>Singapore</strong><br />
with a Bachelor of Science<br />
(Honours) in Physics and<br />
obtained a Master of Science<br />
degree in Operations Research<br />
& Systems Analysis from<br />
the Naval Postgraduate<br />
School, USA.<br />
Mr TAN Pheng Hock<br />
• TranSys Pte Ltd<br />
• ST Training & Simulation<br />
Pte Ltd<br />
• Unicorn International<br />
Pte Limited<br />
Mr KOH Beng Seng<br />
• Chartered Semiconductor<br />
Manufacturing Ltd<br />
• STATS ChipPAC Ltd.<br />
• Far Eastern Bank Limited<br />
• Industrial & Commercial<br />
Bank Limited<br />
• Overseas Union Bank Limited<br />
• United Overseas Bank Limited<br />
• United Overseas Bank<br />
(Canada)<br />
Lieutenant-General<br />
NG Yat Chung<br />
• <strong>Singapore</strong> <strong>Technologies</strong><br />
Kinetics Ltd<br />
• Trade Development Board<br />
• Public Utilities Board<br />
Dr TAN Kim Siew<br />
• HDB Corporation Pte Ltd<br />
• Keppel Offshore & Marine Ltd<br />
Professor LUI Pao Chuen<br />
• SembCorp Engineers and<br />
Constructors Pte Ltd<br />
1 until 23 March 2007
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 24<br />
Board of Directors<br />
Mr Winston TAN Tien Hin<br />
Mr Winston Tan Tien Hin, 58,<br />
is the Managing Director of<br />
Corporate Brokers International<br />
Pte Ltd. He was appointed<br />
an independent non executive<br />
Director on 1 October 1997<br />
and was last re-elected on 31<br />
March <strong>2006</strong>. Mr Tan is also a<br />
member of the Salvation Army<br />
Advisory Board. He holds a<br />
Bachelor of Science in Physics<br />
from the former University of<br />
<strong>Singapore</strong>.<br />
Mr Lucien WONG Yuen Kuai<br />
Mr Lucien Wong Yuen Kuai,<br />
53, is the Managing Partner<br />
of Allen & Gledhill. He was<br />
appointed an independent<br />
non executive Director on<br />
1 October 1997 and will be<br />
due for re-election at this<br />
coming AGM under Article<br />
98 of the Company’s Articles<br />
of Association. Mr Wong is<br />
a Director of Cerebos Pacific<br />
Limited*. He is also a member<br />
of the Monetary Authority<br />
of <strong>Singapore</strong> and Board of<br />
Trustees of NUS. Mr Wong<br />
graduated from the former<br />
University of <strong>Singapore</strong> with a<br />
Bachelor of Law degree.<br />
Dr Philip PILLAI<br />
Dr Philip Pillai, 59, is the<br />
Senior Partner of Shook Lin<br />
& Bok. He was appointed an<br />
independent non executive<br />
Director on 1 April 2000 and<br />
was last re-elected on 31<br />
March 2005. Dr Pillai is a<br />
Director of <strong>Singapore</strong> Press<br />
Holdings Limited*, Hotung<br />
Investment Holdings Limited*<br />
and International Board of<br />
Trustees of Haggai Institute,<br />
Atlanta. Dr Pillai obtained his<br />
Bachelor of Law (First Class<br />
Honours) from the former<br />
University of <strong>Singapore</strong> and a<br />
Master of Law and SJD from<br />
Harvard University, USA.
25<br />
PAST DIRECTORSHIPS IN<br />
THE LAST THREE YEARS<br />
Mr Winston TAN Tien Hin<br />
• <strong>Singapore</strong> <strong>Technologies</strong><br />
Electronics Limited<br />
• Enersave Holdings Ltd<br />
• Gintic <strong>Technologies</strong> Pte Ltd<br />
• Ascendas Pte Ltd<br />
Mr Lucien WONG<br />
• CapitaLand Limited<br />
• Raffles Hotel (1886) Ltd<br />
• John Hancock International<br />
(Southeast Asia) Pte Ltd<br />
• John Hancock Life Assurance<br />
Company Ltd<br />
• Construction Exchange Pte Ltd<br />
• Raffles Investments (1993)<br />
Pte Ltd<br />
• Raffles Investments<br />
(<strong>Singapore</strong>) Pte. Limited<br />
• Raffles Investments Limited<br />
Mr QUEK Poh Huat<br />
Mr Quek Poh Huat, 60, is<br />
the Group CEO of <strong>Singapore</strong><br />
Power Ltd. He was appointed<br />
a non executive Director on<br />
15 April 2002 and was last<br />
re-elected on 31 March<br />
<strong>2006</strong>. Mr Quek is a Director<br />
of <strong>Singapore</strong> Power Ltd, SP<br />
PowerAssets Limited, SP<br />
AusNet @ and SP Services<br />
Limited. He is also the<br />
Chairman of PowerGas Ltd,<br />
SPI Management Services Pty<br />
Ltd, SP PowerGrid Limited and<br />
Temasek Management Services<br />
Pte Ltd. He is also <strong>Singapore</strong>’s<br />
non resident Ambassador<br />
to Sweden. Mr Quek was<br />
awarded the Public Service Star<br />
award in August 1994. He<br />
obtained a Bachelor of Science<br />
in Chemical <strong>Engineering</strong> from<br />
the University of Leeds, UK,<br />
and a Master of Science in<br />
Management from the Naval<br />
Postgraduate School, USA.<br />
Mr Venkatachalam<br />
KRISHNAKUMAR<br />
Mr Venkatachalam<br />
Krishnakumar, 57, is a Senior<br />
Advisor to Barclays Bank PLC,<br />
Global Retail and Commercial<br />
Banking. Prior to his present<br />
appointment, he was a Senior<br />
Advisor to McKinsey and Co.<br />
He was the Chief Operating<br />
Officer and Chief Financial<br />
Officer for the Asia Pacific<br />
Consumer Bank of Citigroup<br />
until his retirement on 28<br />
February 2005, after a 31-<br />
year career with them. He<br />
was appointed an independent<br />
non executive Director on<br />
15 April 2002 and was last<br />
re-elected on 31 March 2005.<br />
He is a Director of <strong>Singapore</strong><br />
Computer Systems Limited*<br />
and also a member of the<br />
Board of the <strong>Singapore</strong> Land<br />
Authority. He holds a Bachelor<br />
of <strong>Engineering</strong> and a Master<br />
of Business Administration<br />
from the Indian Institute of<br />
Management, India.<br />
Brigadier-General Bernard<br />
TAN Kok Kiang<br />
BG Bernard Tan Kok Kiang,<br />
40, is the Director, Joint<br />
Intelligence Directorate of<br />
MINDEF. He was appointed<br />
Alternate Director to LG Ng<br />
Yat Chung on 1 June 2003.<br />
He has held various positions in<br />
the last 17 years and assumed<br />
his present office in 2002.<br />
He joined the SAF in 1984<br />
and was awarded the President<br />
cum SAF Scholarship in 1985.<br />
He was also awarded the<br />
Lee Kuan Yew Scholarship in<br />
2001. BG Tan is currently the<br />
Director of URA, Chairman<br />
of Sembawang Country Club<br />
and Board member of St<br />
Joseph’s Institution. BG Tan<br />
holds a Bachelor of Social<br />
Science (First Class Honours)<br />
in Economics and Political<br />
Science from the University of<br />
Birmingham, UK, and a Master<br />
of Business Administration<br />
from the Massachusetts<br />
Institute of Technology, USA.<br />
Dr Philip PILLAI<br />
• Lindeteves-Jacoberg Ltd*<br />
• PT Agro Indomas<br />
Mr QUEK Poh Huat<br />
• Shangri-la Asia Ltd<br />
• S I Technology Fund Limited<br />
• PSA Corporation Ltd<br />
• Asia Financial Holdings Pte Ltd<br />
• <strong>Singapore</strong> Power International<br />
(Pte) Ltd<br />
• <strong>Singapore</strong> Telecommunications<br />
Limited<br />
• Other subsidiaries of Temasek<br />
Holdings (Private) Limited<br />
* listed on <strong>Singapore</strong> Exchange Securities Trading Limited<br />
# listed on both <strong>Singapore</strong> Exchange Securities Trading Limited and NASDAQ<br />
^ listed on Stock Exchange of Hong Kong<br />
@ A stapled group comprising SP Australia Networks (Transmission) Ltd, SP Australia Networks (Distribution) Ltd and<br />
SP Australia Networks (Finance) Trust, acting through its responsible entity, SP Australia Networks (RE) Ltd. It is duallisted<br />
on the Australian Stock Exchange and the <strong>Singapore</strong> Exchange Securities Trading Limited.
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 26<br />
Senior Management
Leadership is a team effort, drawing on<br />
individual strengths united by a common goal.<br />
27
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 28<br />
Senior Management<br />
1<br />
Mr TAN Pheng Hock<br />
is President and CEO of<br />
ST <strong>Engineering</strong> and a Director<br />
of the ST <strong>Engineering</strong> Board.<br />
(Mr Tan’s profile is on page 22)<br />
2<br />
Mr WEE Siew Kim<br />
Mr WEE Siew Kim, 46,<br />
was appointed Deputy CEO<br />
in May 2004, overseeing<br />
the Aerospace and Marine<br />
sectors. He is concurrently the<br />
President, Defence Business<br />
of ST <strong>Engineering</strong>, a position<br />
he has held since 1 May<br />
2002. Prior to his current<br />
position, Mr Wee was President<br />
of ST <strong>Engineering</strong>’s Europe<br />
operations from July 2001.<br />
He joined ST Aerospace as<br />
an engineer in 1984. He<br />
was President of ST Aerospace<br />
from December 1997 to<br />
July 2001. Mr Wee is also<br />
a Member of Parliament<br />
for the Ang Mo Kio Group<br />
Representative Constituency.<br />
He has a Bachelor of Science<br />
(First Class Honours) in<br />
Aeronautical <strong>Engineering</strong> from<br />
the Imperial College of Science<br />
& Technology, University of<br />
London, UK, and a Master in<br />
Business Administration from<br />
Stanford University, USA.<br />
3<br />
Mr SEAH Moon Ming<br />
Mr SEAH Moon Ming, 50,<br />
was appointed Deputy CEO<br />
of ST <strong>Engineering</strong>, overseeing<br />
the Electronics and Land<br />
Systems sectors, and President,<br />
International Business in May<br />
2004. He is concurrently<br />
President, ST Electronics,<br />
a position he has held since<br />
8 December 1997, after<br />
serving as Managing Director<br />
from 1 July 1997. Mr Seah<br />
was General Manager of CET<br />
<strong>Technologies</strong>, a subsidiary of<br />
ST Electronics, from July 1994<br />
to July 1997. He is Chairman<br />
of the Board of Governors of<br />
Temasek Polytechnic. Mr Seah<br />
also serves as Vice Chairman<br />
of ECS Holdings Limited and<br />
Trek 2000 Limited. He is a<br />
Fellow of the Institution of<br />
Engineers <strong>Singapore</strong>, a senior<br />
member of IEEE and a member<br />
of Eta Kappa Nu. Mr Seah<br />
holds a Master of Science<br />
(with distinction) in Electrical<br />
<strong>Engineering</strong> from the Naval<br />
Postgraduate School, USA.<br />
4<br />
Mr Raphael CHIN<br />
Mr Raphael Chin, 42, is<br />
currently Acting Chief<br />
Financial Officer of the<br />
ST <strong>Engineering</strong> Group.<br />
He began his career at<br />
ST <strong>Engineering</strong> in 1990 as<br />
an accountant in the Group’s<br />
Aerospace sector. He<br />
subsequently held various<br />
finance positions in its<br />
subsidiaries, including SASCO,<br />
Perth Aerospace <strong>Engineering</strong><br />
and STA Systems. In 1999,<br />
he took up the position of<br />
Financial Controller at<br />
ST Marine. The following year,<br />
he was appointed VP/Financial<br />
Controller of ST <strong>Engineering</strong><br />
and became SVP/Group<br />
Financial Controller in <strong>2006</strong>.<br />
Mr Chin holds a Bachelor<br />
of Economics from Monash<br />
University, Australia, and a<br />
Master of Commerce (Hons)<br />
from the University of Auckland,<br />
New Zealand. He is a Fellow of<br />
the Institute of Certified Public<br />
Accountants of <strong>Singapore</strong>.
29<br />
6<br />
5 4 2 1<br />
3 7 8<br />
5<br />
Mr TAY Kok Khiang<br />
Mr TAY Kok Khiang, 57,<br />
was appointed President<br />
of ST Aerospace on 10<br />
July 2001. Mr Tay joined<br />
ST Aerospace as Vice<br />
President/General Manager<br />
of ST Aerospace <strong>Engineering</strong><br />
Pte Ltd in 1993 and held<br />
many senior management<br />
appointments before becoming<br />
President. He was Deputy<br />
President & Chief Operating<br />
Officer prior to his current<br />
appointment. Mr Tay holds<br />
a Bachelor of <strong>Engineering</strong><br />
(Honours) and a Master<br />
of Science in Industrial<br />
<strong>Engineering</strong> from the National<br />
University of <strong>Singapore</strong>.<br />
6<br />
Mr SEW Chee Jhuen<br />
Mr SEW Chee Jhuen, 43,<br />
was appointed President of<br />
ST Kinetics on 1 September<br />
<strong>2006</strong>. Prior to his current<br />
position, Mr Sew was the<br />
Deputy President (Operations)<br />
and President, Defence<br />
Business, of ST Kinetics.<br />
He joined ST Aerospace as<br />
an aeronautical engineer in<br />
1988 and has held various<br />
management appointments<br />
before becoming Deputy<br />
President (Operations).<br />
Mr Sew holds a Bachelor of<br />
Science (with distinction) in<br />
Aeronautical <strong>Engineering</strong> and<br />
Mechanics from the University<br />
of Minnesota and a Master in<br />
Business Administration from<br />
Stanford University, USA.<br />
7<br />
Mr SEE Leong Teck<br />
Mr SEE Leong Teck, 56,<br />
was appointed President<br />
of ST Marine in December<br />
1997. He began his career<br />
with Vosper Thornycroft<br />
(<strong>Singapore</strong>) and joined<br />
ST Marine as a naval<br />
architect in 1980, rising<br />
through the ranks to become<br />
Deputy General Manager<br />
and eventually President.<br />
Mr See holds a Master of<br />
Science in Naval Architecture<br />
from the University of<br />
London, UK and a Master<br />
of Business Administration<br />
from the Cranfield School of<br />
Management, UK.<br />
8<br />
General (Retired)<br />
John G COBURN<br />
Gen (Ret) John G COBURN,<br />
64, was appointed Chairman<br />
and CEO of ST <strong>Engineering</strong>’s<br />
US subsidiary, VT Systems,<br />
Inc on 1 December 2001.<br />
Gen (Ret) Coburn joined<br />
the Group after an illustrious<br />
39-year career with the<br />
US Department of Defense.<br />
Prior to taking up this position,<br />
he was Commanding General<br />
of the US Army Materiel<br />
Command (AMC), one of the<br />
largest commands in the army<br />
with 50,000 employees and<br />
activities in 42 states and<br />
over a dozen foreign countries.<br />
Gen (Ret) Coburn holds a Juris<br />
Doctor from the University of<br />
Missouri, USA.
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 30<br />
Organisation Chart AS AT 28 FEBRUARY 2007<br />
TAN Pheng Hock<br />
President and CEO<br />
Raphael CHIN<br />
Acting Chief Financial Officer<br />
Members of Executive Office<br />
INTERNAL AUDIT<br />
David EAW<br />
Senior Vice President<br />
(<strong>Report</strong>ing to Audit Committee)<br />
DEFENCE BUSINESS<br />
LOW Yee Kah<br />
Senior Vice President<br />
INTERNATIONAL<br />
MARKETING<br />
Patrick CHOY<br />
Executive Vice President<br />
TECHNOLOGY<br />
FONG Saik Hay<br />
Chief Technology Officer<br />
NEW BUSINESS<br />
Steven CHEONG<br />
Senior Vice President<br />
HUMAN RESOURCE<br />
TAN Nga Kok<br />
Senior Vice President/<br />
Director<br />
LEGAL<br />
LOW Meng Wai<br />
Vice President/Director<br />
INFORMATION<br />
TECHNOLOGY<br />
TEO Chin Seng<br />
Chief Information Officer<br />
STRATEGIC PLANS<br />
Robin THEVATHASAN<br />
Senior Vice President<br />
SPECIAL PROJECTS<br />
CORPORATE<br />
COMMUNICATIONS<br />
WU Tzu Chien<br />
President<br />
CHANG Cheow Teck<br />
President<br />
LIM Beng See<br />
Vice President/Head<br />
BUSINESS<br />
EXCELLENCE<br />
Harnek SINGH<br />
Vice President/Director<br />
RISK MANAGEMENT<br />
ONG Soon Leong<br />
Vice President/Head<br />
PROCUREMENT<br />
GOH Bak Nguan<br />
Chief Procurement Officer/<br />
Vice President
31<br />
SEAH Moon Ming<br />
Deputy CEO<br />
ELECTRONICS and LAND SYSTEMS<br />
President<br />
INTERNATIONAL BUSINESS<br />
WEE Siew Kim<br />
Deputy CEO<br />
AEROSPACE and MARINE<br />
President<br />
DEFENCE BUSINESS<br />
ELECTRONICS<br />
LAND SYSTEMS<br />
AEROSPACE<br />
MARINE<br />
SEAH Moon Ming<br />
President<br />
SEW Chee Jhuen<br />
President<br />
TAY Kok Khiang<br />
President<br />
SEE Leong Teck<br />
President<br />
LEE Fook Sun<br />
Deputy President,<br />
Operations and President,<br />
Defence Business<br />
NG Chong Khim<br />
President,<br />
Communication and Sensor<br />
Systems Group<br />
Deputy President,<br />
Corporate Services and<br />
Marketing<br />
TAY Hun Kiat<br />
President<br />
Asia Pacific Operations<br />
TEO Boon Swee<br />
Executive Vice President,<br />
Specialty Vehicles<br />
& Services<br />
GAN Boon Jin<br />
Senior Vice President,<br />
Land Systems & Solutions/<br />
Defence Business<br />
Alex TEO<br />
Vice President,<br />
Total Support & Services<br />
HO Yuen Sang<br />
Deputy President,<br />
Operations/Chief Operating<br />
Officer<br />
& President,<br />
Defence Business<br />
Jeremy CHAN<br />
Deputy President,<br />
Marketing & Total<br />
Aviation Support<br />
HAN Yew Kwang<br />
Chief Operating Officer,<br />
Defence Business<br />
US OPERATIONS<br />
EUROPE OPERATIONS<br />
John G COBURN<br />
Chairman and CEO<br />
OOI Ling Heong<br />
Executive Vice President<br />
ADVANCED<br />
ENGINEERING CENTRE<br />
INTEGRATED SERVICES<br />
FONG Saik Hay<br />
President<br />
LIM Soon Heng<br />
Vice President/<br />
General Manager
33<br />
Corporate Governance<br />
Board’s Conduct of Its Affairs (Principle 1)<br />
The Board’s corporate objective is the creation of long term<br />
value for shareholders. It strives to achieve this through its<br />
commitment to high standards of corporate governance by<br />
providing the leadership and guidance to management to<br />
develop and drive corporate strategy, business directions,<br />
acquisitions and divestments and risk policy for ST <strong>Engineering</strong>.<br />
There are matters which the Board has reserved for its own<br />
decision making. These include major acquisitions and<br />
investments, shareholder matters, policies relating to corporate<br />
governance, CEO appointment, approval of budgets, board<br />
changes and appointments on board committees. Board<br />
members receive monthly consolidated management reports<br />
on the financial performance of each business sector, capital<br />
commitments and significant operational highlights.<br />
Other matters are delegated to Board committees and the<br />
Executive Office for review and decision making. The Executive<br />
Office comprises the President and CEO; Dy CEO, Electronics<br />
and Land Systems/President, International Business; Dy CEO,<br />
Aerospace and Marine/President, Defence Business; and CFO.<br />
The Board comprises 11 directors and an alternate director.<br />
On appointment, a new director is issued a formal letter of<br />
appointment setting out his duties and responsibilities under the<br />
various regulations. A new director is also given a briefing by<br />
the President and CEO on the strategies and performance of<br />
the Company and its key subsidiaries as well as an introduction<br />
to the senior management team.<br />
The Board consists of members with established track records<br />
in finance, banking, technology, legal and management skills.<br />
Each non executive director brings to the Board an independent<br />
and objective perspective based on his training and expertise to<br />
enable balanced and well considered decisions to be made.<br />
From time to time, the Board is updated on the relevant<br />
laws, continuing listing obligations and standards requiring<br />
compliance, and their implications for the Group as part of<br />
ongoing training for existing directors.<br />
The Board meets at least twice a year and convenes special<br />
board meetings where necessary. The Company’s Articles of<br />
Association allows Board meetings to be conducted by way<br />
of teleconference or video conference. The Chairman has a<br />
second or casting vote.<br />
The Board is supported in its tasks by Board Committees which<br />
have been established to focus on the key areas of corporate<br />
governance oversight.<br />
The number of Board and Board Committee meetings held<br />
during the year is tabulated below:<br />
TYPE OF MEETING<br />
NO. OF<br />
MEETINGS<br />
ATTENDANCE<br />
(AVERAGE %)<br />
Board 2 77%<br />
Audit Committee 5 100%<br />
Business Investment and Divestment<br />
Committee<br />
2 70%<br />
Executive Resource and<br />
Compensation Committee<br />
4 92%<br />
Nominating Committee 1 100%<br />
Senior Human Resource Committee 1 75%<br />
Risk Review Committee 4 85%<br />
Budget and Finance Committee 3 92%<br />
Research, Development and<br />
Technology Committee<br />
3 78%<br />
Minutes of the Board Committee meetings are made available<br />
to all Board members.
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 34<br />
Corporate Governance<br />
Independence of the Board (Principles 2 and 3)<br />
The Chairman of the Board is Mr Peter Seah, a non executive<br />
director. Mr Seah was appointed to the Board on 15 April 2002<br />
as Chairman. He was re-elected at the <strong>2006</strong> AGM.<br />
As a non executive director, Mr Seah is free from any<br />
relationship with the executive management of the Company<br />
that could materially interfere with the exercise of his<br />
independent judgment. However, as he is a Member of the<br />
Temasek Advisory Panel in Temasek Holdings, the Company’s<br />
major shareholder, he is not considered independent within the<br />
definition of the Corporate Governance Code (Code).<br />
The President and CEO is Mr Tan Pheng Hock, who is an<br />
executive director. Save for Mr Tan Pheng Hock, our remaining<br />
10 directors are non executive directors. The Nominating<br />
Committee (NC) has reviewed the provisions in the Code with<br />
regard to relationships and has concluded that five directors<br />
are independent. The independent directors are Mr Koh Beng<br />
Seng, Mr Venkatachalam Krishnakumar, Dr Philip Pillai, Mr<br />
Winston Tan and Mr Lucien Wong. More than one third of the<br />
Board is independent as required under the Code.<br />
The Board held a total of two meetings during the year, in<br />
accordance with its planning cycle, for the approval of the<br />
FY2005 results and release of half year results respectively.<br />
Board Committees (Principles 4, 7 and 11)<br />
Supporting the Board are the following Board Committees:<br />
• Audit Committee<br />
• Business Investment and Divestment Committee<br />
• Executive Resource and Compensation Committee<br />
• Nominating Committee<br />
• Budget and Finance Committee<br />
• Research, Development and Technology Committee<br />
• Senior Human Resource Committee<br />
• Risk Review Committee<br />
• Tenders Committee<br />
The composition of the Board Committees is found on the<br />
next page.<br />
According to the Corporate Governance Code guidelines,<br />
an independent director is one who has no relationship with<br />
the Company, its related companies or its officers that could<br />
interfere, or be reasonably perceived to interfere with the<br />
exercise of the director’s independent business judgment.<br />
Relationship tests aside, it is the quality of the governance that<br />
counts and that distinguishes an independent and effective<br />
board. While not all the non executive directors are considered<br />
independent based on relationship tests, the Board has, at all<br />
times exercised independent judgment in decision making using<br />
its collective wisdom and experience to act in the best interests<br />
of the Company.
35<br />
Corporate Governance<br />
BOARD COMPOSITION AND COMMITTEES AS AT 31 DECEMBER <strong>2006</strong><br />
Audit Committee<br />
(estbd on 5/1/1998)<br />
Business Investment and Divestment<br />
Committee<br />
(estbd on 8/9/1997)<br />
Executive Resource and Compensation<br />
Committee<br />
(estbd on 6/12/1997)<br />
Nominating Committee<br />
(estbd on 4/12/2002)<br />
Budget and Finance Committee<br />
(estbd on 5/1/1998)<br />
Research Development and Technology<br />
Committee<br />
(estbd on 1/8/2003)<br />
Senior Human Resource Committee<br />
(estbd on 16/1/1998)<br />
Risk Review Committee<br />
(estbd on 7/12/1998)<br />
Tenders Committee<br />
(estbd on 5/1/1998)<br />
BOARD MEMBERS<br />
Mr Peter SEAH Lim Huat C C M C<br />
Mr TAN Pheng Hock M M M M M<br />
Mr KOH Beng Seng<br />
C<br />
Lieutenant-General NG Yat Chung M M M<br />
Dr TAN Kim Siew M M<br />
Professor LUI Pao Chuen<br />
Mr Winston TAN Tien Hin M M C<br />
Mr Lucien WONG Yuen Kuai C M<br />
Dr Philip Nalliah PILLAI M M C<br />
Mr QUEK Poh Huat M M<br />
Mr Venkatachalam KRISHNAKUMAR M M M M<br />
Brigadier-General Bernard<br />
TAN Kok Kiang 1<br />
C<br />
Rolling list of any three Board Directors<br />
NON BOARD MEMBER<br />
Mr CHANG See Hiang<br />
CM<br />
Denotes:<br />
C – Chairman<br />
M – Member<br />
CM – Co-opted Member<br />
1 Alternate director to Lieutenant-General NG Yat Chung
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 36<br />
Corporate Governance<br />
Board Selection, Training and Evaluation of Performance<br />
(Principles 4 and 5)<br />
The NC is responsible for reviewing the composition of<br />
the Board regularly and identifying and selecting suitable<br />
candidates to the Board. The Committee also reviews the<br />
retirement and re-election of directors.<br />
Dr Philip Pillai is the Chairman of the NC. The other members<br />
are Mr Peter Seah and Mr Venkatachalam Krishnakumar.<br />
Both Dr Pillai and Mr Krishnakumar are independent non<br />
executive directors.<br />
The NC is charged with the responsibility of ensuring that the<br />
Company’s Board and its subsidiaries comprise individuals who<br />
are able to discharge their responsibilities as directors. The NC<br />
identifies suitable candidates for appointment to the boards<br />
of the Group, in particular, candidates who can value add to<br />
the management through their contributions in the relevant<br />
strategic business.<br />
The NC has the same members as the Executive Resource &<br />
Compensation Committee. This is because both committees<br />
share similar objectives of searching for talent and expertise<br />
for Board renewal and to strengthen management.<br />
During the year, the NC reviewed and affirmed the<br />
independence of the Company’s independent directors and<br />
reviewed the composition of the Board and the profile of Board<br />
members in relation to the needs of the ST <strong>Engineering</strong> Board.<br />
The NC also assessed the current board size and determined<br />
that it is adequate for the effective functioning of the Board.<br />
The NC also reviewed the directors who were due for<br />
retirement and re-election.<br />
At each AGM, one third of the directors with the longest term in<br />
office is required to retire and submit themselves for re-election.<br />
Mr Koh Beng Seng, LG Ng Yat Chung, Dr Tan Kim Siew and Mr<br />
Lucien Wong will retire. LG Ng has confirmed that he will not<br />
be seeking re-election. Save for LG Ng, the retiring directors,<br />
being eligible, have offered themselves for re-election. The<br />
NC has reviewed their contributions and recommended that<br />
each of the retiring Directors be re-elected at the Company’s<br />
forthcoming AGM.<br />
Access to Information (Principle 6)<br />
The Board receives monthly reports providing updates on key<br />
operational activities and financial analysis. The Board also<br />
has unrestricted access to the President and CEO, the CFO,<br />
management and the Company Secretary as well as the<br />
internal and external auditors and the risk management team.<br />
The Board can also seek independent professional advice if<br />
deemed necessary.<br />
Level and Mix of Remuneration<br />
Disclosure on Remuneration (Principles 7, 8 and 9)<br />
The Executive Resource & Compensation Committee (ERCC)<br />
performs the role of the Remuneration Committee. The<br />
Committee comprises Mr Peter Seah as Chairman, Dr Philip<br />
Pillai and Mr Venkatachalam Krishnakumar. The majority of<br />
members of the ERCC have held senior positions in large<br />
organisations and are experienced in the area of executive<br />
remuneration.<br />
All the ERCC members are non executive directors.<br />
Apart from Mr Peter Seah, the other members of the ERCC<br />
are independent directors.<br />
The ERCC has access to professional advice from appropriate<br />
external advisors where necessary. The ERCC may meet with<br />
these external advisors without the presence of management.<br />
All decisions at any meeting of the ERCC shall be decided by<br />
a majority of votes of the ERCC members present and voting<br />
(the decision of the ERCC shall at all times exclude the vote,<br />
approval or recommendation of any member who has a conflict<br />
of interest in the subject matter under consideration).<br />
The ERCC has been authorised by the Board to carry out the<br />
following key duties and responsibilities:<br />
• Review and establish executive remuneration policy<br />
• Approve the remuneration package and service terms<br />
for senior executives<br />
• Set targets for senior executives and approve equity based<br />
incentive share plans and the granting of performance<br />
share awards<br />
• Approve non executive director remuneration structure
37<br />
Corporate Governance<br />
The ERCC met four times in <strong>2006</strong>. Its key activities<br />
were centred on the assessment and development of the<br />
management team, target setting, and the determination of<br />
their compensation and incentive awards. In determining<br />
the overall remuneration package, the ERCC assesses<br />
executives’ contribution to the Group relative to preset targets,<br />
the performance of the Group, and the compensation and<br />
employment conditions of various industries.<br />
During the year, the ERCC reviewed and approved the<br />
granting of share options. In accordance with the rules of<br />
the ST <strong>Engineering</strong> Share Option Plan (ESOP), share options<br />
are priced at market value, on a volume-weighted average for<br />
the shares on the <strong>Singapore</strong> Exchange (SGX) over the three<br />
consecutive trading days immediately preceding the date of<br />
grant. The computation is referenced against the daily official<br />
list of the SGX and verified by Finance. The subscription<br />
price of the share options granted cannot be modified<br />
during the term of the options, except for adjustments<br />
arising from variations to the share capital, as the ERCC<br />
considers appropriate.<br />
As standing procedure, the ERCC, as the Plan Administrator,<br />
has determined that share options shall be granted twice a<br />
year on fixed dates following the release of the audited FY<br />
end results and first half year results, respectively. In the event<br />
that any announcement on any matter of an exceptional nature<br />
involving price-sensitive information is made, the ESOP rules<br />
require that options be granted on or after the fourth market<br />
day following release of the announcement.<br />
During the year, the ERCC decided on conditional performance<br />
share awards under ST <strong>Engineering</strong>’s approved share plans<br />
as well as Economic Value Added-based incentives for<br />
senior executives.<br />
The following information relates to remuneration of directors of ST <strong>Engineering</strong>:<br />
NUMBER OF DIRECTORS IN REMUNERATION BANDS <strong>2006</strong> 2005<br />
Remuneration Bands<br />
$500,000 and above 1 1<br />
$250,000 to $499,999 – –<br />
Below $250,000 10 10<br />
Total 11 11
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 38<br />
Corporate Governance<br />
Summary compensation table for the year ended 31 December <strong>2006</strong> (Group):<br />
STOCK<br />
OPTIONS<br />
DIRECTORS’ GRANTED EXERCISE<br />
NAME OF DIRECTOR SALARY * BONUS * FEES TOTAL IN <strong>2006</strong> PRICE EXERCISABLE PERIOD<br />
$ $ $ $ $<br />
Peter Seah Lim Huat – – 182,000 182,000 44,500 3.01 10.2.2007 to 9.2.2011<br />
44,500 2.84 11.8.2007 to 10.8.2011<br />
Tan Pheng Hock 1,090,275 1,711,991 # 2,802,266 200,000 3.01 10.2.2007 to 9.2.2016<br />
200,000 2.84 11.8.2007 to 10.8.2016<br />
Koh Beng Seng – – 94,000 94,000 27,500 3.01 10.2.2007 to 9.2.2011<br />
27,500 2.84 11.8.2007 to 10.8.2011<br />
LG Ng Yat Chung – – 10,000 ✣ 10,000 – – –<br />
Dr Tan Kim Siew – – 10,000 ✣ 10,000 – – –<br />
Professor Lui Pao Chuen – – 97,500 † 97,500 29,000 3.01 10.2.2007 to 9.2.2011<br />
Winston Tan Tien Hin – – 142,000 † 142,000 37,000 3.01 10.2.2007 to 9.2.2011<br />
37,000 2.84 11.8.2007 to 10.8.2011<br />
Lucien Wong Yuen Kuai – – 86,000 86,000 21,500 3.01 10.2.2007 to 9.2.2011<br />
21,500 2.84 11.8.2007 to 10.8.2011<br />
Dr Philip Nalliah Pillai – – 123,000 † 123,000 33,000 3.01 10.2.2007 to 9.2.2011<br />
33,000 2.84 11.8.2007 to 10.8.2011<br />
Quek Poh Huat – – 128,000 † 128,000 33,000 3.01 10.2.2007 to 9.2.2011<br />
33,000 2.84 11.8.2007 to 10.8.2011<br />
Venkatachalam<br />
Krishnakumar – – 116,000 116,000 25,500 3.01 10.2.2007 to 9.2.2011<br />
25,500 2.84 11.8.2007 to 10.8.2011<br />
BG Bernard Tan Kok<br />
Kiang (Alternate to<br />
LG Ng Yat Chung) – – – – – – –<br />
1,090,275 1,711,991 988,500 3,790,766 873,000<br />
* The salary and bonus amount shown is inclusive of allowances, CPF and performance shares earned.<br />
✣ Fees for public sector Directors are payable to government agencies.<br />
† Includes fees for directorship in subsidiary(ies).<br />
# Fees payable to Mr Tan Pheng Hock of $168,750 includes fees for directorship in subsidiaries and are payable to <strong>Singapore</strong> <strong>Technologies</strong> <strong>Engineering</strong> Ltd.
39<br />
Corporate Governance<br />
Remuneration Data for Year <strong>2006</strong><br />
Remuneration data for employees earning $100,000 and above per annum (as at 31 Dec <strong>2006</strong>).<br />
TOTAL COMPENSATION BANDS ($) TOTAL NO. OF EMPLOYEES TOTAL DOLLAR VALUES ($)<br />
100,000 to 149,999 843 100,059,481<br />
150,000 to 199,999 252 43,235,882<br />
200,000 to 249,999 81 17,950,249<br />
250,000 to 499,999 91 30,606,716<br />
500,000 to 749,999 10 5,789,157<br />
750,000 to 999,999 5 4,380,433<br />
1,000,000 to 1,249,999 1 1,116,074<br />
1,250,000 to 1,499,999 3 4,086,785<br />
1,500,000 to 1,749,999 1 1,611,420<br />
=> 1,750,000 4 7,934,048<br />
Total 1,291 216,770,245<br />
Note: Total compensation comprises all staff salaries (including CPF for <strong>Singapore</strong> staff), overtime pay, variable bonuses, special bonuses, annual wage supplement<br />
(13th month), dollar contribution by the Group under the Employees’ Share Ownership Scheme, benefi ts-in-kind plus overseas postees’ cost of living allowance.<br />
The Board has delegated authority to the ERCC to determine<br />
the remuneration of the President and CEO and the senior<br />
management. The remuneration package for non executive<br />
directors is reviewed by the Board annually and the fees to<br />
be paid to Board members are subject to approval at the AGM.<br />
A revised directors’ fee policy commensurate with the increased<br />
responsibilities of the Board was endorsed by the Board.<br />
The Group has set out a group-wide cross section of<br />
executives’ remuneration by number of employees from<br />
$100,000 upwards in bands of $50,000 up to $250,000.<br />
The Senior Human Resource Committee, chaired by Mr Peter<br />
Seah, comprises Mr Tan Pheng Hock, LG Ng Yat Chung<br />
and Dr Tan Kim Siew. The Committee reviewed the talent<br />
management and leadership development for the organisation<br />
and its senior staff. Through its support for and direction of<br />
the Group’s talent management and leadership initiatives, the<br />
Committee has helped to enhance the process of identification<br />
and development of talents to be groomed for senior positions.<br />
The Committee has also reviewed the succession plans for<br />
key positions in the Group. Another significant initiative that<br />
has materialised from the Committee’s support and direction<br />
is the establishment of the inaugural ST <strong>Engineering</strong> Overseas<br />
Scholarship and ST <strong>Engineering</strong> Scholarship in China.<br />
Accountability (Principle 10)<br />
In September <strong>2006</strong>, the SGX introduced a new requirement<br />
for directors to issue a Negative Assurance Statement<br />
to accompany its interim financial results announcement,<br />
confirming that nothing has come to the attention of the<br />
Board that may render the interim financial results to be false<br />
or misleading. Certain internal procedures have been put in<br />
place that enable each member of the Board reviewing the<br />
interim financial statements to immediately raise any material<br />
information known to him which would impact the accuracy<br />
of the statements prior to their release to SGX. Should<br />
there be any significant adverse issue(s) raised by the Audit<br />
Committee (AC) or Board member which may affect the<br />
results in a material way, the scheduled date of the results<br />
announcement will be postponed to allow time for investigation<br />
or further review.<br />
The re-appointment of auditors is subject to approval at each<br />
AGM. In making its recommendations to shareholders on the<br />
appointment and re-appointment of auditors, the Board relies<br />
on the review and recommendations of the AC.
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 40<br />
Corporate Governance<br />
During the year, the Board convened an EGM to adopt<br />
new Articles of Association updating changes made to the<br />
Companies Act (Chapter 50).<br />
Directors and key senior executives of the Group are prohibited<br />
from dealing in ST <strong>Engineering</strong> shares two weeks before the<br />
announcement of ST <strong>Engineering</strong>’s first quarter, half year, third<br />
quarter and full year results up to the date of the announcement<br />
of the results. Additionally, all directors of the Group and its<br />
employees are reminded not to trade in situations where the<br />
insider trading laws and rules would prohibit trading.<br />
The directors’ interests in shares of ST <strong>Engineering</strong> and its<br />
related companies during the year are found on pages 91 to 99<br />
of this <strong>Report</strong>.<br />
Audit Committee (Principle 11)<br />
The AC is supported in its work by the audit committees of the<br />
four main business sectors. The respective chairmen of the<br />
audit committees of the four business sectors are invited to<br />
attend the AC meetings of ST <strong>Engineering</strong> so as to have a clear<br />
understanding of policies made at the holding company level<br />
and to give feedback from the sectors’ audit committees.<br />
The AC has full authority to commission and review findings<br />
of internal investigations into matters where it is alerted of any<br />
suspected fraud or irregularity or failure of internal controls or<br />
infringement of any law likely to have a material impact on the<br />
listed Group’s operating results. It can investigate any matter<br />
within its terms of reference and with the full cooperation<br />
of management.<br />
During the year, the Board adopted a Whistle Blowing Policy<br />
with the objective of providing a process for staff to raise,<br />
in confidence and without fear of retaliation, incidents of<br />
possible wrongdoing or breach of applicable laws, regulations<br />
or policies to the respective chairmen of the audit committees<br />
in the Group.<br />
The AC comprises Mr Koh Beng Seng as Chairman, Dr Philip<br />
Pillai and Mr Venkatachalam Krishnakumar. All the members of<br />
the AC are independent directors. The AC held five meetings<br />
during the year, including a January <strong>2006</strong> session with the<br />
external and internal auditors, without management, to review<br />
the FY2005 results.<br />
During the year, the AC reviewed and recommended to the<br />
Board the release of the full year and half year financial<br />
statements, and considered and approved the <strong>2006</strong> Audit<br />
Plan and the <strong>2006</strong> Internal Audit (IA) Plan. It also reviewed<br />
the adequacy of internal control procedures, Interested<br />
Person transactions and the issues raised in IA reports with<br />
IA being given the authority to rate risk issues according to<br />
different risk levels, and to follow up with remedial actions by<br />
the management.<br />
During the year, the AC was briefed on the external auditors’<br />
appointment of a US coordinating partner to coordinate the<br />
audit of the US group of companies with the local office partner<br />
who would be overall in charge of both the local and overseas<br />
companies’ audits.<br />
The AC also focused on the need to bring new acquisitions<br />
into alignment with policies in the ST <strong>Engineering</strong> Group and<br />
to integrate practices and activities with the Group<br />
post acquisition.<br />
The AC reviewed the level of non audit services performed<br />
by its external auditors to satisfy itself that non audit<br />
services performed by the auditors did not compromise<br />
their independence under regulatory requirements.<br />
Having been delegated authority by the Board, the AC approved<br />
the release of the financial results for the first quarter and third<br />
quarter of <strong>2006</strong>.<br />
In February 2007, the AC reviewed the audit observations on<br />
the financial statements for FY<strong>2006</strong> audit with the external<br />
auditors. The AC also met with the external and internal<br />
auditors, without management, to review <strong>2006</strong> results. There<br />
were no major issues highlighted and the auditors confirmed<br />
that they would provide an unqualified report.<br />
The AC also reviewed the performance of the external auditors.<br />
It recommended to the Board the re-appointment of Ernst &<br />
Young as auditors for FY2007, after having been satisfied with<br />
its standard of audit, independence and objectivity.
41<br />
Corporate Governance<br />
Internal Controls (Principle 12)<br />
Internal Audit (Principle 13)<br />
The AC oversees and appraises the quality of the audit effort of<br />
the Company’s IA function.<br />
The Board, through the AC, the President and CEO and the<br />
CFO, considers that the Group’s framework of internal controls<br />
and procedures is adequate to provide reasonable assurance of<br />
the integrity, confidentiality and availability of critical information,<br />
and the effectiveness and efficiency of operations, safeguarding<br />
of assets and compliance with applicable rules and regulations.<br />
It is also satisfied that problems are identified on a timely basis<br />
and there is in place a process for best practices and follow up<br />
actions to be taken promptly to minimise unnecessary lapses<br />
and for the identification and containment of business risks.<br />
The IA supports the AC in reviewing the adequacy of the<br />
Company’s internal control system.<br />
Staffed by qualified auditors, IA has unrestricted direct access<br />
to the AC. The Head of IA’s primary line of reporting is to the<br />
Chairman of the AC, although he reports administratively to the<br />
CFO of the Company.<br />
IA plans its internal audit schedules in consultation with, but<br />
independently of, management and its IA Plan is submitted<br />
to the AC for approval at the beginning of each year. The AC<br />
also meets with IA at least once a year without the presence<br />
of management to gather feedback on management’s level<br />
of cooperation and other matters that warrant AC’s attention.<br />
All audit reports are submitted to the AC for deliberation<br />
with copies of these reports extended to the relevant senior<br />
management, for prompt corrective actions, as recommended.<br />
Furthermore, IA’s summary of findings, recommendations and<br />
updates on management’s actions taken are discussed at the<br />
quarterly AC meetings. There were no significant control issues<br />
highlighted by IA in <strong>2006</strong>.<br />
During the year, IA briefed the AC on its plan to carry out<br />
surprise audits across the Group. The IA continued with its<br />
system of rating a company at the end of an internal audit for<br />
the purpose of differentiating the high risk issues which require<br />
more serious attention.<br />
As part of the Group’s effort to continually improve on its<br />
control framework, IA has also introduced a quarterly Control<br />
Self Assessment Declaration for all auditable entities to sign off<br />
and declare that Management has reviewed and complied with<br />
all the requirements and that there are no material matters or<br />
issues that have not been highlighted.<br />
On an ongoing basis, IA ensures that good practices are shared<br />
within the Group.<br />
Risk Management<br />
The Risk Review Committee, chaired by Mr Winston<br />
Tan, comprises LG Ng Yat Chung, Mr Lucien Wong, Mr<br />
Venkatachalam Krishnakumar, Mr Tan Pheng Hock and<br />
Mr Chang See Hiang, a co-opted member and Board<br />
Director of ST Aerospace. The Committee oversees the risk<br />
management framework and reviews key risk exposures,<br />
including business continuity management.<br />
The Committee met four times during the year to review the<br />
key risks and the measures put in place as well as the key risk<br />
indicators of each sector. Emerging risk perspectives facing the<br />
Group were also discussed.<br />
Budget and Finance<br />
Chaired by Mr Lucien Wong, the Budget and Finance<br />
Committee members include Mr Tan Pheng Hock, Mr Quek Poh<br />
Huat and Dr Tan Kim Siew.<br />
Budgets prepared by the respective subsidiaries are<br />
consolidated at the ST <strong>Engineering</strong> level and presented to the<br />
Budget and Finance Committee for review and recommendation<br />
to the Board for approval.<br />
During the year, the Budget and Finance Committee held<br />
three meetings to review the FY<strong>2006</strong> budget assumptions and<br />
forecast. The Committee also met to review the 2007 Plan and<br />
recommended to the Board for approval.
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 42<br />
Corporate Governance<br />
Business Investment and Divestment Committee<br />
The Business Investment and Divestment Committee comprises<br />
Mr Peter Seah as Chairman, Mr Tan Pheng Hock, LG Ng Yat<br />
Chung, Mr Winston Tan and Mr Quek Poh Huat.<br />
During the year, the Business Investment and Divestment<br />
Committee held two meetings to consider major investments<br />
by the Group.<br />
Communication with Shareholders (Principle 14)<br />
Greater Shareholder Participation (Principle 15)<br />
The Group has a comprehensive investor programme aimed at<br />
providing existing and potential investors with comprehensive<br />
and prompt information to enable them to have a better<br />
understanding of the Group’s businesses, direction and<br />
performance. ST <strong>Engineering</strong> maintains a regularly updated<br />
website which provides a chronology of the latest press<br />
releases and highlights of corporate events of each of<br />
its sectors and their respective capabilities.<br />
Board members attended the AGM and EGM in <strong>2006</strong> where<br />
shareholders present were given an opportunity to seek<br />
clarification or question the Board on issues pertaining to<br />
the resolutions proposed before they were voted on. The<br />
external auditors were also present at the AGM to assist the<br />
directors in answering questions on audit related matters from<br />
shareholders. The Group fully supports the Code’s principle to<br />
encourage active shareholder participation. More on Investor<br />
Relations can be found on pages 46 to 49.<br />
Financial and other information are made available on the<br />
Company’s website at http://www.stengg.com and these are<br />
regularly updated.<br />
In <strong>2006</strong>, ST <strong>Engineering</strong> hosted more than 300 investor<br />
meetings, including participation in 11 international investor<br />
roadshows and conferences in 25 cities. ST <strong>Engineering</strong> is<br />
committed to timely disclosures to ensure that the investing<br />
community receives a balanced and updated view of the<br />
Group’s performance and businesses.
43<br />
Corporate Governance<br />
COMPLIANCE DIRECTORY<br />
CODE PRINCIPLE<br />
REFERENCE<br />
PAGES<br />
CODE PRINCIPLE<br />
REFERENCE<br />
PAGES<br />
1 The Board’s Conduct of its Affairs<br />
Every company should be headed by an<br />
effective Board to lead and control the<br />
company. The Board is collectively responsible<br />
for the success of the company. The Board<br />
works with management to achieve this and the<br />
management remains accountable to the Board.<br />
2 Board Composition and Guidance<br />
There should be a strong and independent<br />
element on the Board, which is able to exercise<br />
objective judgement on corporate affairs<br />
independently, in particular, from management.<br />
No individual or small group of individuals<br />
should be allowed to dominate the Board’s<br />
decision making.<br />
3 Chairman and Chief Executive Officer<br />
There should be a clear division of<br />
responsibilities at the top of the company<br />
– the working of the Board and the executive<br />
responsibility of the company’s business<br />
– which will ensure a balance of power and<br />
authority, such that no one individual represents<br />
a considerable concentration of power.<br />
33<br />
34 and 35<br />
34 and 35<br />
8 Level and Mix of Remuneration<br />
The level of remuneration should be appropriate<br />
to attract, retain and motivate the directors<br />
needed to run the company successfully but<br />
companies should avoid paying more than<br />
is necessary for this purpose. A significant<br />
proportion of executive directors’ remuneration<br />
should be structured so as to link rewards to<br />
corporate and individual performance.<br />
9 Disclosure on Remuneration<br />
Each company should provide clear disclosure<br />
of its remuneration policy, level and mix of<br />
remuneration, and the procedure for setting<br />
remuneration in the company’s annual report.<br />
It should provide disclosure in relation to its<br />
remuneration policies to enable investors to<br />
understand the link between remuneration<br />
paid to directors and key executives, and<br />
performance.<br />
10 Accountability<br />
The Board should present a balanced and<br />
understandable assessment of the company’s<br />
performance, position and prospects.<br />
36 and 39<br />
36 to 39<br />
39 and 40<br />
4 Board Membership<br />
There should be a formal and transparent<br />
process for the appointment of new directors<br />
to the Board.<br />
34 and 35<br />
11 Audit Committee<br />
The Board should establish an Audit Committee<br />
with written terms of reference which clearly<br />
set out its authority and duties.<br />
40<br />
5 Board Performance<br />
There should be a formal assessment of<br />
the effectiveness of the Board as a whole<br />
and the contribution by each director to the<br />
effectiveness of the Board.<br />
36<br />
12 Internal Controls<br />
The Board should ensure that the management<br />
maintains a sound system of internal controls<br />
to safeguard the shareholders’ investments and<br />
the company’s assets.<br />
41 and 42<br />
6 Access to Information<br />
In order to fulfil their responsibilities, Board<br />
members should be provided with complete,<br />
adequate and timely information prior to board<br />
meetings and on an ongoing basis.<br />
7 Procedures for Developing Remuneration<br />
Policies<br />
There should be a formal and transparent<br />
procedure for developing policy on executive<br />
remuneration and for fixing the remuneration<br />
packages of individual directors. No director<br />
should be involved in deciding his own<br />
remuneration.<br />
36<br />
36<br />
13 Internal Audit<br />
The company should establish an internal audit<br />
function that is independent of the activities it<br />
audits.<br />
14 Communication with Shareholders<br />
Companies should engage in regular, effective<br />
and fair communication with shareholders.<br />
15 Communication with Shareholders<br />
Companies should encourage greater<br />
shareholder participation at AGMs, and allow<br />
shareholders the opportunity to communicate<br />
their views on various matters affecting<br />
the company.<br />
41<br />
42<br />
42
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 44<br />
Corporate Social Responsibility<br />
TOUCHING LIVES IN THE COMMUNITY<br />
An integral part of cultivating a winning spirit entails the<br />
inculcation of a passion to contribute to society. As a<br />
responsible corporate citizen, ST <strong>Engineering</strong> proactively<br />
participates in community activities, devoting time and effort<br />
to the less fortunate and promoting arts and education.<br />
For the second successive year, the Safety@Work Creative<br />
Awards inspired tertiary students to spread the message of<br />
safety in a multimedia art competition. Over 200 entries were<br />
received, with increased participation from students of ten out<br />
of 13 key tertiary institutions in <strong>Singapore</strong>. The Group is also a<br />
sponsor of the NUS Yong Siew Toh Conservatory of Music.<br />
In <strong>2006</strong>, the Group’s companies joined hands to launch<br />
various charity drives, which included an auction and a cross<br />
country run, to raise $250,000 for the President’s Challenge<br />
in <strong>Singapore</strong>. This was the third consecutive year that<br />
ST <strong>Engineering</strong> had supported this worthy cause.<br />
The Group continued to be involved in its adopted homes and<br />
charities, through donations, visits and organised activities.<br />
These organisations included the Moral Home for the Disabled<br />
and the Spastic Children’s School.<br />
Advancing the Creation and Transfer of Knowledge<br />
Apart from charity, ST <strong>Engineering</strong> is committed to education<br />
programmes and platforms that spark the exchange of<br />
knowledge and ideas. During the year, the Group supported<br />
prominent conferences such as the IE Forum <strong>2006</strong>, organised<br />
by International Enterprise <strong>Singapore</strong>; the Global Entrepolis<br />
@ <strong>Singapore</strong>, organised by the Economic Development Board;<br />
and the Shangri-La Dialogue, a leading event for defence and<br />
security diplomacy in Asia Pacific by the International Institute<br />
for Strategic Studies.<br />
ST <strong>Engineering</strong> is a pioneer sponsor of the Securities<br />
Investors Association (<strong>Singapore</strong>) and for the past six years,<br />
has supported its seminars and workshops to educate<br />
retail investors, enabling them to make informed investment<br />
decisions. In addition, the Group is a sponsor of the Temasek<br />
Defence Systems Institute – a centre for postgraduate<br />
education in defence technology and systems for <strong>Singapore</strong><br />
and international students; and the Lee Kuan Yew School of<br />
Public Policy – an academic study and research centre in the<br />
areas of public policy and public management.<br />
(from left to right)<br />
Staff of ST Aerospace subsidiary<br />
SASCO and children from the<br />
Moral Home enjoying the games at<br />
the Fiesta by the Sea – SASCO’s<br />
Family Day on 24 June <strong>2006</strong>.<br />
Staff of ST Marine participating in<br />
Clean up the World at Sungei Buloh<br />
Wetland Reserve.
45<br />
Environment, Health and Safety<br />
ADOPTING A HOLISTIC APPROACH<br />
ST <strong>Engineering</strong> maintains a holistic approach in meeting the<br />
diverse needs of its stakeholders – from shareholders and<br />
customers to employees, partners and the community. While<br />
it continues its work on delivering economic value, the Group<br />
considers its corporate responsibility with regards to the<br />
Environment, Health and Safety (EHS) a top priority.<br />
The Group’s efforts on EHS issues are focused on five<br />
areas: a wise and balanced conservation of resources, waste<br />
minimisation, leveraging on environmentally-friendly technology,<br />
the active involvement of all its people, and a focus on<br />
safety first.<br />
In line with its efforts to promote EHS issues within the Group,<br />
ST <strong>Engineering</strong> has, since 2004, organised the annual<br />
ST <strong>Engineering</strong> EHS Awards to laud exemplary contributions.<br />
Today, almost all the Group’s business units are ISO 14001<br />
Environmental Management System and/or OHSAS 18001<br />
Occupational Health and Safety Management System certified.<br />
Across the Group, ST <strong>Engineering</strong> has won industry awards<br />
for its ongoing improvements to health and safety standards<br />
(see chart).<br />
Environment<br />
ST <strong>Engineering</strong> adopts environmentally-friendly practices where<br />
feasible, including the use of green products, throughout its<br />
operations. Efforts to conserve the environment are<br />
evident in its processes – reducing, reusing and recycling<br />
wherever possible.<br />
Some of these practices include reducing electrical<br />
consumption, preventing wastage of electricity through the<br />
use of motion sensors and timers, working towards a ‘paperless’<br />
working environment, employing machines to maximise the<br />
use of raw materials, and minimising wastage from the<br />
production process.<br />
For ease of recycling, reusable items like photocopy paper, print<br />
cartridges, cardboard, aluminium, wooden pallets, crates and<br />
metal containers are collected and segregated according to the<br />
materials recycling process.<br />
Procedures are also in place to ensure proper disposal of<br />
industrial waste.<br />
Health and Safety<br />
ST <strong>Engineering</strong> puts a premium on ensuring a healthy and safe<br />
working environment for its employees. From the onset, each<br />
new employee undergoes a safety induction course as part of<br />
the orientation to the organisation. Regular health checks and<br />
talks are organised to raise awareness and educate staff on<br />
health and safety issues.<br />
The senior management is actively involved in planning,<br />
monitoring and implementing health and safety standards,<br />
which range from monthly inspections, internal and external<br />
audits, to safety seminars and talks conducted both internally<br />
and externally. All health and safety incidents and near misses<br />
are promptly reported, investigated and learning points shared<br />
to prevent similar incidents from recurring.<br />
ST <strong>Engineering</strong> will continue to benchmark itself against<br />
evolving international standards on EHS issues, and inculcate a<br />
corporate culture that constantly seeks to excel in these areas.<br />
SBA / SBU<br />
ISO<br />
9001<br />
ISO<br />
14001<br />
OHSAS<br />
18001<br />
SASCO ✓ ✓<br />
STA <strong>Engineering</strong> ✓ ✓<br />
STA Engines ✓ ✓<br />
STA Systems ✓ ✓<br />
STA Supplies ✓ ✓<br />
ST Electronics ✓ ✓<br />
ST Electronics (Satcom &<br />
Sensor Systems)<br />
✓ ✓<br />
Kinetics Integrated<br />
Manufacturing<br />
✓ ✓ ✓<br />
Kinetics Design &<br />
Development<br />
✓ ✓ ✓<br />
Kinetics Integrated Services ✓ ✓ ✓<br />
Allied Ordnance of <strong>Singapore</strong> ✓ ✓ ✓<br />
Advanced Material<br />
<strong>Engineering</strong><br />
✓ ✓ ✓<br />
STA Inspection ✓<br />
<strong>Singapore</strong> Test Services ✓ ✓<br />
ST Marine<br />
VT Miltope<br />
✓<br />
VT Halter Marine<br />
✓<br />
* International Safety Rating System<br />
OTHERS<br />
ISRS*
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 46<br />
Investor Relations<br />
ENGAGING THE INVESTMENT COMMUNITY<br />
Investor relations at ST <strong>Engineering</strong> is aimed at cultivating<br />
a long term and synergistic relationship with current and<br />
potential investors, and analysts.<br />
By broadening and deepening communication channels,<br />
ST <strong>Engineering</strong> is primed to keep investors and analysts<br />
abreast of the Group’s developments and communicate its<br />
strategic direction and operations, while at the same time,<br />
garner invaluable feedback and insights.<br />
With the Group’s diverse institutional investors largely from key<br />
markets in the US, Europe and Hong Kong as well as Australia,<br />
Japan and the Middle East, the Group’s investor relations<br />
initiatives are planned and customised to suit the varying<br />
investment philosophies and needs of these investors.<br />
In response to investors’ requests for more frequent meetings,<br />
ST <strong>Engineering</strong> stepped up its investors relations efforts.<br />
In <strong>2006</strong>, it hosted more than 300 one-on-one investor<br />
meetings, over 70% of which were with overseas institutions<br />
as part of 11 investor roadshows and conferences in 25 cities<br />
around the world. Several of these were in new financial<br />
markets. This was about three times more than the number<br />
of meetings conducted two years ago.<br />
The Group also hosted visits to its Aerospace, Land Systems<br />
and Marine facilities, a luncheon at its exhibition pavilion at<br />
Asian Aerospace <strong>2006</strong>, four quarterly results briefings and<br />
an AGM.<br />
In March <strong>2006</strong>, the Group launched its Chinese language<br />
website with an investor relations section, thus opening a new<br />
communication channel to its Chinese stakeholders.<br />
Recognising that investors rely on independent sources for<br />
information on the Group, ST <strong>Engineering</strong> is also committed to<br />
maintaining regular communication with analysts from about<br />
20 securities firms who actively provide coverage on the Group,<br />
and helping them better understand the Group’s strategies<br />
and operations.<br />
(from left to right)<br />
ST <strong>Engineering</strong>’s Board of Directors listened and addressed<br />
investors’ issues and feedback at the AGM.<br />
ST Aerospace hosted a facility tour for analysts and fund managers in<br />
June, where management showcased various aerospace operations<br />
including the MD-11 freighter conversion programme.<br />
Analysts and fund managers visited ST Marine in November, and<br />
gained a better understanding of its shipyard operations, including<br />
a close up view of the Republic of <strong>Singapore</strong> Navy’s new stealth<br />
frigates and other commercial vessels under construction.
47<br />
Investor Relations<br />
ST ENGINEERING WEB DIRECTORY<br />
ITEM WEBSITE REMARKS<br />
Homepage www.stengg.com Latest news updates, results and share<br />
price of the Group<br />
Chinese homepage www.stengg.com/cn/home/home.aspx Newly launched in <strong>2006</strong><br />
Share price<br />
performance<br />
Quarterly results and<br />
presentations<br />
Quarterly results<br />
webcasts<br />
www.stengg.com/investorelations/stockperformance.aspx<br />
www.stengg.com/investorelations/webcasts.aspx<br />
www.stengg.com/investorelations/webcasts.aspx<br />
Charts historical share price performance<br />
with daily updates<br />
Files available for downloading, typically<br />
within half an hour of announcement<br />
Broadcast live; archive version available<br />
within four hours of the event<br />
<strong>Annual</strong> reports www.stengg.com/investorelations/annualreports.aspx Electronic versions of current and previous<br />
annual reports dating back to FY2000<br />
Investor relations<br />
calendar<br />
Mailing list<br />
subscription<br />
Frequently Asked<br />
Questions (FAQs)<br />
www.stengg.com/investorelations/ircalendar.aspx<br />
www.stengg.com/mediacentre/mailinglistsubscribe.aspx<br />
www.stengg.com/investorelations/faq.aspx<br />
Calendar of past and upcoming<br />
investor relations events of the Group,<br />
including dividend payment and results<br />
announcement dates<br />
For news and updates of the Group,<br />
disseminated via e-mail to investors<br />
Answers to FAQs<br />
Feedback www.stengg.com/contact/feedback.aspx Accepts feedback online
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 48<br />
Investor Relations<br />
INVESTOR RELATIONS CALENDAR <strong>2006</strong><br />
1st Quarter <strong>2006</strong><br />
• Webcast media and analysts’ briefing of FY2005 results<br />
• Post results investor lunch<br />
• Analyst Lunch @ Asian Aerospace <strong>2006</strong><br />
• Release of <strong>Annual</strong> <strong>Report</strong> 2005<br />
• Macquarie <strong>Singapore</strong> Corporate Day – New York/Boston/<br />
San Francisco<br />
• Europe Investor Roadshow<br />
• CSFB Asian Investment Conference – Hong Kong<br />
• <strong>Annual</strong> and Extraordinary General Meetings<br />
2nd Quarter <strong>2006</strong><br />
• Payment of first and final tax exempt (one-tier) dividend<br />
of 4.0 cents per share and a special tax exempt (one-tier)<br />
dividend of 9.6 cents per share for the year ended 31<br />
December 2005<br />
• Webcast media and analysts’ briefing of 1Q<strong>2006</strong> results<br />
• Post results investor lunch<br />
• Citigroup <strong>Singapore</strong> Conference – Tokyo<br />
• Fund managers and analysts’ visit to ST Aerospace<br />
FINANCIAL CALENDAR 2007<br />
Date*<br />
Event<br />
13 Feburary Announcement of FY<strong>2006</strong> results<br />
May<br />
Announcement of 1Q2007 results<br />
27 April Proposed Ex-Date for dividend entitlement<br />
18 May Proposed payment of first and final tax<br />
exempt (one-tier) dividend of 4.0 cents per<br />
share and a special tax exempt (one-tier)<br />
dividend of 11.11 cents per share for the year<br />
ended 31 December <strong>2006</strong><br />
August<br />
November<br />
Announcement of 2Q2007 results<br />
Announcement of 3Q2007 results<br />
* The dates are indicative and subject to change.<br />
Please refer to ST <strong>Engineering</strong> website, www.stengg.com, for the<br />
latest updates.<br />
3rd Quarter <strong>2006</strong><br />
• Webcast media and analysts’ briefing of 2Q<strong>2006</strong> results<br />
• Post results investor lunch<br />
• CLSA Investors’ Forum – Hong Kong<br />
• JP Morgan Asia Pacific Equity Conference – New York<br />
• US Investor Roadshow<br />
4th Quarter <strong>2006</strong><br />
• Australia Investor Roadshow<br />
• Webcast media and analysts’ briefing of 3Q<strong>2006</strong> results<br />
• Post results investor lunch<br />
• Europe Investor Roadshow<br />
• Fund managers and analysts’ visit to ST Marine<br />
• Morgan Stanley Asia Pacific Summit – <strong>Singapore</strong><br />
• Japan Investor Roadshow
49<br />
Share Price Performance<br />
ST ENGINEERING SHARE PRICE AND TRADING VOLUME IN <strong>2006</strong><br />
Trading volume<br />
(millions)<br />
45<br />
40<br />
35<br />
30<br />
25<br />
20<br />
15<br />
10<br />
5<br />
Share price<br />
($)<br />
3.4<br />
3.3<br />
3.2<br />
3.1<br />
3.0<br />
2.9<br />
2.8<br />
2.7<br />
2.6<br />
2.5<br />
0<br />
Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec<br />
2.4<br />
Share price<br />
Trading volume<br />
Source: Bloomberg<br />
ST ENGINEERING SHARE PRICE COMPARED TO THE STRAITS TIMES INDEX IN <strong>2006</strong><br />
Share price<br />
($)<br />
3.4<br />
3.3<br />
3.2<br />
3.1<br />
3.0<br />
2.9<br />
2.8<br />
2.7<br />
2.6<br />
Ex-Date for the payment of declared<br />
dividends of 13.6 cents per share<br />
Index<br />
3,100<br />
3,000<br />
2,900<br />
2,800<br />
2,700<br />
2,600<br />
2,500<br />
2,400<br />
2,300<br />
2.5<br />
Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec<br />
2,200<br />
ST <strong>Engineering</strong> Straits Times Index Source: Bloomberg<br />
ST ENGINEERING SHARE PRICE HISTORY<br />
YEAR <strong>2006</strong> 2005 2004 2003 2002<br />
High $3.30 $2.86 $2.33 $2.06 $2.56<br />
Low $2.62 $2.33 $1.89 $1.47 $1.55<br />
Average* $2.95 $2.52 $2.09 $1.83 $1.99<br />
* Defi ned as the average closing prices of active trading days for the year.
51<br />
Human Resources<br />
HARNESSING THE POWER OF PEOPLE<br />
Nurturing a Winning Spirit<br />
In an age of globalisation and rapid change, companies<br />
need to remain innovative and adaptable to maintain<br />
their competitiveness.<br />
Given that people are its most valued resource,<br />
ST <strong>Engineering</strong>’s intent is for its employees to internalise the<br />
winning spirit so that the Group can conquer new challenges<br />
and continue to succeed in a business landscape marked by<br />
uncertainty and global competition.<br />
Achieving this requires a clear focus and direction on the<br />
part of management, supported by a cohesive, passionate<br />
and motivated workforce. ST <strong>Engineering</strong>’s five core values<br />
form the compass that guides the organisation and breathes<br />
life and meaning to it. They are the software that drives<br />
ST <strong>Engineering</strong>’s thinking process, which is further expressed<br />
through the Group’s strategic objectives and thrusts.<br />
A critical component of a winning spirit is a “can-do” attitude<br />
among staff. This involves nurturing a mindset which<br />
perseveres against the odds, ventures to take calculated risks<br />
and views setbacks as learning experiences, not failures.<br />
Grooming Leaders through Holistic Development<br />
Developing people and helping them gain the required skill<br />
sets and competencies to succeed in these competitive<br />
times are key areas of focus. In any organisation, leaders<br />
play critical roles. In ST <strong>Engineering</strong>, the development of<br />
leaders and optimising their potential at all levels receive<br />
the utmost attention.<br />
Over the past few years, eight leadership competencies have<br />
been identified, following consultation with and feedback from<br />
key staff. These leadership competencies are aligned with the<br />
Group’s core values and business strategies, and they underpin<br />
the process of identifying and grooming potential leaders for<br />
growth and succession in critical roles.<br />
The competencies are mapped out in a formal framework<br />
which forms the basis for leadership development within<br />
ST <strong>Engineering</strong>. Behavioural indicators for each of the<br />
competencies are tailored to leaders at different levels so<br />
as to guide their growth and development.<br />
The Group continues to cultivate a corporate culture which<br />
empowers and engages its employees. A key initiative is<br />
its interactive online system, the Leadership EnhAncement<br />
Portal (LEAP), which enables staff to take ownership of their<br />
own learning by assessing themselves against the leadership<br />
competencies, discovering their learning styles, selecting<br />
the options for development and formulating a personal<br />
development action plan.<br />
ST <strong>Engineering</strong> adopts an open approach to staff development,<br />
to cater to the varied learning styles and needs of employees.<br />
Apart from structured learning programmes, other avenues for<br />
staff development include on-the-job learning, participation<br />
in special projects, overseas postings and job rotation. Staff<br />
are also encouraged to seek like-minded learning partners for<br />
mutual motivation and encouragement.<br />
At the same time, ST <strong>Engineering</strong> strives to develop a culture<br />
of mentorship and coaching. This is done through its mentoring<br />
scheme which has been introduced to leverage on the wealth<br />
of experience within the organisation, and to provide a channel<br />
for the effective transfer of knowledge, skills and experiences<br />
among staff.
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 52<br />
Human Resources<br />
WORKFORCE ANALYSIS (as at 31 December <strong>2006</strong>) Total: 17,245<br />
SECTOR<br />
ST Aerospace (6,517) 38%<br />
ST Electronics (3,491) 20%<br />
Land Systems (5,508) 32%<br />
ST Marine (1,412) 8%<br />
Others (317) 2%<br />
JOB GROUP<br />
Managerial (819) 5%<br />
<strong>Engineering</strong> (4,592) 27%<br />
Corporate Function/Admin (2,177) 12%<br />
Sales & Marketing (404) 2%<br />
Technical & Others (9,253) 54%<br />
EDUCATIONAL QUALIFICATION<br />
Degree & Equivalent (4,236) 24%<br />
Diploma & Equivalent (4,827) 28%<br />
“O”/“A” Levels & Equivalent (2,687) 16%<br />
Secondary Level & Lower (1,395) 8%<br />
Trade Certificates (4,100) 24%<br />
NATIONALITY<br />
<strong>Singapore</strong>an/PR (9,098) 53%<br />
American (3,015) 17%<br />
British (36) 1%<br />
PRC/Hong Kong (2,769) 16%<br />
Indian (124) 1%<br />
Malaysian (236) 2%<br />
Others (1,967) 10%
53<br />
Human Resources<br />
Motivating Through Rewards & Recognition<br />
ST <strong>Engineering</strong>’s reward and compensation system is<br />
performance based. Every year, Key Performance Indicators<br />
(KPIs) are established for each business area, and staff are<br />
measured and rewarded according to the KPIs, Economic Value<br />
Added achieved and individual performance.<br />
A variety of other reward and recognition schemes is also used.<br />
These include short and long term monetary incentives, such as<br />
salary increments, promotions, special bonuses, cash awards<br />
and share options. This remuneration model lays the ground for<br />
fair, objective and competitive compensation.<br />
awards. Staff are also recognised and rewarded for innovative<br />
excellence and for patents secured. Special acknowledgement<br />
letters are presented to employees for outstanding<br />
contributions or compliments received from the public.<br />
Having a motivated workforce is a pivotal part of nurturing a<br />
winning spirit within the organisation. By developing effective<br />
policies and practices which cultivate a “can-do” attitude,<br />
grooming people to their fullest potential and rewarding them,<br />
ST <strong>Engineering</strong> aims to spur its employees to optimise their<br />
contribution to the organisation.<br />
Acknowledging that motivation at work cannot be purely<br />
attributed to monetary incentives, ST <strong>Engineering</strong> recognises<br />
performance with a holistic range of non monetary incentives.<br />
Awards are conferred for exemplary performance, such as the<br />
model employee, long service, safety, housekeeping and Kaizen
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 54<br />
Awards and Commendations<br />
RECOGNISING EXCEPTIONAL ACHIEVEMENT<br />
Finishing the race first is only second to running the race well.<br />
It is the journey that helps to gel the organisation together.<br />
This is the guiding principle for ST <strong>Engineering</strong> – to inculcate<br />
a winning spirit in its people to not only emerge ahead of the<br />
competition, but also attain personal bests.<br />
In <strong>2006</strong>, ST <strong>Engineering</strong> was recognised for its outstanding<br />
achievement in various spheres, ranging from business<br />
excellence, quality and safety to corporate social responsibility,<br />
employee welfare, people and investor relations.<br />
Business Excellence<br />
ST <strong>Engineering</strong> was among the top 20 companies in the<br />
<strong>Singapore</strong> International 100 Ranking <strong>2006</strong>, organised by<br />
International Enterprise <strong>Singapore</strong>. This ranks <strong>Singapore</strong>’s<br />
top 100 companies by their overseas revenues.<br />
The Group’s Electronics sector was conferred several awards<br />
for its innovation. These included the inaugural Asia Brand<br />
– Ten Most Prospective Brands Award, jointly organised<br />
by government agencies and media in China to recognise<br />
companies which have shown innovation in developing and<br />
marketing quality products, technologies and businesses in Asia.<br />
It was also a recipient of the National Infocomm Award (Merit)<br />
in the Most Innovative Infocomm Product/Service category<br />
by the Infocomm Development Authority of <strong>Singapore</strong>, for<br />
the Intelligent Transport Management System, as well as<br />
the Innovation in <strong>Engineering</strong> Award by the Institution of<br />
<strong>Engineering</strong> and Technology (IET), UK, and the Merit Award of<br />
the Asia Pacific InfoComm Technology Alliance Awards <strong>2006</strong>,<br />
both in the Security category, for its StegMark ImageLite and<br />
Compact Flash products respectively.<br />
The Group’s US satcom operations was awarded the Frost &<br />
Sullivan Product Innovation of the Year, for its GSM capable<br />
VSAT Hub. It also clinched the Marketing Campaign of the<br />
Year award by the American Marketing Association, for its<br />
groundbreaking 2005 campaign, No Constraints.<br />
ST <strong>Engineering</strong>’s Marine and Land Systems sectors were each<br />
awarded the Defence Technology Prize <strong>2006</strong> Team Award by<br />
the <strong>Singapore</strong> Ministry of Defence (MINDEF).<br />
Quality<br />
Subsidiaries of the Aerospace sector – SASCO, STA Engines,<br />
STA Systems – were recognised for their efforts in upholding<br />
high quality standards. They were awarded the Star, Gold<br />
and Silver awards respectively by SPRING <strong>Singapore</strong> at the<br />
National Innovation Quality Circles.<br />
The Group’s Land Systems sector and its subsidiaries,<br />
Ordnance Development & <strong>Engineering</strong> Company and Advanced<br />
Material <strong>Engineering</strong>, received the Meritorious Defence Partner<br />
Award (Employers) from MINDEF. The sector was also<br />
awarded MINDEF’s Meritorious Defence Partner Award<br />
(Civil Resource Owners).<br />
STAR Automotive Centre, a subsidiary of the Land Systems<br />
sector in China, was recognised for its Guangzhou and<br />
Zhejiang operations.<br />
Its Guangzhou operations won the Customers Satisfactory<br />
Brand Award for Automotive Services in China, jointly awarded<br />
by the China Corporations Value Promotion League, the China<br />
Association of Small and Medium Business Enterprises and the<br />
Ren Ming Daily Press; as well as the <strong>2006</strong> Auto Industry Oscar<br />
Award for Outstanding Reliability & Service Excellence, awarded<br />
by the Guangzhou Nan Fang Daily and Xin Jin Press.<br />
Its Zhejiang operations received the Quality Award for Reliability<br />
and Satisfactory Services in Zhejiang Province, which is a joint
55<br />
Awards and Commendations<br />
award by the Zhejiang Industry & Economic Commission, the<br />
Zhejiang Corporation League, the Zhejiang Association of<br />
Enterprises and the Zhejiang Daily Press.<br />
Safety<br />
Subsidiaries of the Group’s Aerospace sector, STA Engines<br />
and STA <strong>Engineering</strong>, achieved the Silver and Bronze<br />
respectively at the I-4-OSH Awards by the <strong>Singapore</strong><br />
Ministry of Manpower (MOM).<br />
STA Engines and Advanced Material <strong>Engineering</strong>, subsidiaries<br />
of the Aerospace and Land Systems sectors respectively, both<br />
received the <strong>Annual</strong> Safety & Health Performance Award <strong>2006</strong><br />
(Silver) from MOM.<br />
The Land Systems sector was a recipient of the Occupational<br />
Safety and Health Best Practices Awards <strong>2006</strong> (Outstanding<br />
Achievement Award – Safety Solutions), also awarded by MOM.<br />
Corporate Social Responsibility<br />
The Aerospace, Electronics and Land Systems sectors, with<br />
their subsidiaries – Advanced Material <strong>Engineering</strong>, SASCO,<br />
STA <strong>Engineering</strong>, STA Engines, STA Systems, STA Supplies and<br />
ST Electronics (Info-Software Systems) – as well as the Marine<br />
sector, received the SHARE Platinum Award by the Community<br />
Chest of <strong>Singapore</strong>.<br />
Subsidiaries of the Group’s Electronics and Land Systems<br />
sectors – Allied Ordnance of <strong>Singapore</strong>, Chartered Pyrotechnics<br />
Industries, Ordnance Development & <strong>Engineering</strong> Company,<br />
<strong>Singapore</strong> Test Services, STA Inspection and ST Electronics<br />
(Training & Simulation Systems) – received the SHARE<br />
Gold Award. Allied Ordnance of <strong>Singapore</strong> and Ordnance<br />
Development & <strong>Engineering</strong> Company were also recipients<br />
of the 5-Year and 15-Year Outstanding SHARE Award<br />
respectively.<br />
Employee Welfare<br />
The Group’s Aerospace subsidiary, STA Systems, received the<br />
SAF Award for Employer – Distinguished Defence Partner<br />
from MINDEF.<br />
ST Electronics (Info-Software Systems), Ordnance<br />
Development & <strong>Engineering</strong> Company, subsidiaries of the<br />
Electronics and Land Systems sectors, received the MHA<br />
Award for NSMen’s Employers (Commendation), conferred by<br />
the <strong>Singapore</strong> Ministry of Home Affairs (MHA). In addition, ST<br />
Electronics (Info-Comm Systems) was one of five recipients of<br />
the Special Award for NSmen’s Employers <strong>2006</strong> from MHA,<br />
in appreciation and recognition of employers’ support and<br />
contributions towards National Service activities.<br />
For promoting a healthy lifestyle at the workplace, the Group’s<br />
Land Systems sector and subsidiaries of the Aerospace sector<br />
– STA <strong>Engineering</strong>, SASCO, STA Engines, STA Systems and<br />
STA Supplies – received the <strong>Singapore</strong> HEALTH Award <strong>2006</strong><br />
(Gold) by the Health Promotion Board, <strong>Singapore</strong> Ministry<br />
of Health, while the Aerospace sector received the Platinum<br />
award. The Aerospace sector was also a recipient of the<br />
Sporting <strong>Singapore</strong> Inspiration Awards <strong>2006</strong> by the <strong>Singapore</strong><br />
Sports Council.<br />
The Group’s Land Systems sector was also one of six winners<br />
of the Lifelong Learners Award <strong>2006</strong> (Corporate Productivity),<br />
which recognised employers who provide a work environment<br />
that encourages learning. This was awarded by SPRING<br />
<strong>Singapore</strong>, <strong>Singapore</strong> Workforce Development Agency, National<br />
Trades Union Congress (NTUC), Mediacorp and Ernst &Young.<br />
People<br />
The Group’s Aerospace subsidiary, STA Systems, received the<br />
NTUC Model Worker Award <strong>2006</strong> and the SLF Educational<br />
Tour Award for Model Workers.<br />
Investor Relations<br />
The Group received the silver award for Best <strong>Annual</strong> <strong>Report</strong><br />
2005 at the <strong>Singapore</strong> Corporate Awards <strong>2006</strong>.<br />
(from left to right)<br />
ST Aerospace and its subsidiaries, STA <strong>Engineering</strong>,<br />
STA Engines, STA Systems and SASCO, were presented<br />
the SHARE Platinum Award by the Community Chest of<br />
<strong>Singapore</strong> at the Istana in October.<br />
ST Electronics’ subsidiary received the Innovation in<br />
<strong>Engineering</strong> Award at the IET award ceremony in October.<br />
The team from ST Kinetics received the Defence Technology<br />
Prize <strong>2006</strong> Team Award.<br />
ST Electronics (Info-Comm Systems) received the National<br />
Infocomm Awards <strong>2006</strong> (Merit) in the Most Innovative<br />
Infocomm Product/Service category for its i-Transport System.
57<br />
Operating Financial Review<br />
GROUP OVERVIEW<br />
Group History and Overview<br />
ST <strong>Engineering</strong> was formed in December 1997 through<br />
the merger of four public listed companies – ST Aerospace,<br />
ST Electronics, ST Automotive and ST Marine – within the<br />
then <strong>Singapore</strong> <strong>Technologies</strong> Group. In early 2000, the Group<br />
acquired the Chartered Industries of <strong>Singapore</strong> group of<br />
companies and merged it with ST Automotive to form<br />
ST Kinetics.<br />
Each of these entities has over 30 years of operating history<br />
and is a leading and established player in its respective industry.<br />
As a Group, ST <strong>Engineering</strong> is a well recognised provider of<br />
integrated defence and engineering systems and solutions,<br />
dedicated to meeting the needs of global customers.<br />
Headquartered in <strong>Singapore</strong>, ST <strong>Engineering</strong> today has a staff<br />
strength of over 17,000, most of whom are located in <strong>Singapore</strong><br />
and the US. It has also established a strong presence in other<br />
parts of the world, offering a comprehensive range of products<br />
and services through its four sectors, namely Aerospace,<br />
Electronics, Land Systems and Marine.<br />
GROUP VISION, MISSION & OBJECTIVES<br />
GROUP VISION<br />
To be a global defence and engineering group<br />
GROUP MISSION<br />
To bring value to its customers and partners by delivering<br />
total integrated quality solutions and support<br />
STRATEGIC OBJECTIVES<br />
• Enlarge Strategic Capabilities<br />
• Expand Global Networks<br />
• Embrace Partnerships<br />
• Enhance Business Excellence<br />
STRATEGIC THRUSTS<br />
• Customer Focus<br />
• Safety & Quality First<br />
• People Excellence<br />
• Technology Edge<br />
• Operational Excellence<br />
• Financial Strength<br />
Key Performance<br />
Indicators<br />
• New products/services<br />
and capabilities introduced<br />
• Sales and profit growth<br />
• Return on equity<br />
• Economic Value Added<br />
• R&D expenditure and<br />
deliverables
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 58<br />
Operating Financial Review<br />
GROWING THE GLOBAL FOOTPRINT<br />
Cementing Presence in the US<br />
The ST <strong>Engineering</strong> Group’s US headquarters, Vision<br />
<strong>Technologies</strong> Systems (VT Systems), has today established<br />
operations in 20 locations throughout the US, Canada and<br />
Central America, with a total workforce of almost 4,000.<br />
For <strong>2006</strong>, VT Systems represented about 28% of the Group’s<br />
revenues compared to 13% in 2001 when it was incorporated.<br />
VT Systems has successfully completed seven acquisitions,<br />
contributing to the overall growth of the Group’s four sectors.<br />
Acquisition of leading businesses has strengthened the Group’s<br />
presence in the Americas through a pioneering range of<br />
solutions by the VT Systems group of companies.<br />
VT Miltope continues to support the US military programme<br />
by delivering various models of its rugged computer notebook,<br />
which can withstand the rigours of field use and extreme<br />
temperatures. iDirect’s ground-based satellite communications<br />
platform was used as a primary means of communications<br />
immediately following Hurricane Katrina in 2005, when<br />
terrestrial communications were disrupted. iDirect’s products<br />
are also used in a tsunami warning system offered by the<br />
Survey of India.<br />
VT Halter Marine’s four fisheries survey vessels built for the<br />
National Oceanic and Atmospheric Administration (NOAA) are<br />
equipped with low acoustic signatures and are able to conduct<br />
multiple types of research in a single deployment – a combined<br />
capability unavailable in the private sector. VT SVC is America’s<br />
leader in emergency response vehicles, combining innovative<br />
body design with integrated advanced communications systems.<br />
VT Systems has also forged various teaming agreements and<br />
alliances aimed at organic growth, facilitating the access of<br />
engineering excellence from affiliates in <strong>Singapore</strong> to the US<br />
market. VT Systems’ aerospace arm is part of a global network<br />
and a leading US third party provider of Maintenance, Repair<br />
and Overhaul (MRO) services for a wide range of commercial<br />
aircraft, bringing value to operators, OEMs and lessors through<br />
its broad range of capabilities. Moving forward, VT Systems<br />
will continue to align operations and leverage complementary<br />
capabilities, not only among its US-based operating companies<br />
but also with the operations in <strong>Singapore</strong> and affiliates in other<br />
parts of the world. Initiatives to bring products to new markets,<br />
such as VT LeeBoy’s specialty vehicles into China, and the<br />
sourcing of raw materials and components through bundling of<br />
demand across business units as well as low cost sources, are<br />
but three initiatives to synergise across platforms and borders.<br />
Through acquisitions, partnerships and collaborations, VT<br />
Systems has grown to be the Group’s largest presence outside<br />
of <strong>Singapore</strong>. VT Systems will continue to pursue profitable<br />
and growing companies with strong management teams that<br />
offer a strategic fit with ST <strong>Engineering</strong>’s core business sectors,<br />
working towards the ultimate aim of spearheading the Group’s<br />
long term business growth in the Americas.<br />
Expanding in China<br />
ST <strong>Engineering</strong> has firm presence in the booming China market,<br />
with representative offices in Beijing, Chengdu, Hong Kong,<br />
Guangzhou, Shanghai, Shenyang, Shenzhen and Yi Chun. With<br />
a China staff strength of almost 3,000, it has invested about<br />
US$100m in the Aerospace, Electronics and Land Systems<br />
sectors there. These include an aircraft MRO facility and<br />
electronics R&D centre in Shanghai, a software development<br />
centre in Shenzhen, commercial automotive maintenance<br />
facilities in Guangzhou and Hangzhou, and production plants<br />
for construction and mining vehicles in Beijing and Guiyang and<br />
electronics systems manufacturing in Beijing and Chengdu.<br />
The Group’s current projects in China include rail and<br />
transportation work in Guangzhou, Suzhou and Beijing.<br />
In Beijing, the Group is installing an integrated traffic command<br />
centre system for the efficient management of major rail lines<br />
in the Chinese capital, making it the first <strong>Singapore</strong> company<br />
to win a major contract related to the 2008 Olympics.<br />
ST <strong>Engineering</strong> is currently looking to expand its current<br />
presence in 16 cities, targeting upcoming second tier cities<br />
such as Nanjing, Ningbo, Suzhou and Wuxi.
59<br />
Operating Financial Review<br />
PERFORMANCE OF THE GROUP<br />
a) Half yearly performance<br />
<strong>2006</strong> 2005<br />
IN $m EXCEPT PER SHARE AMOUNTS 1H 2H FY 1H 2H FY<br />
Turnover 2,070 2,416 4,486 1,530 1,808 3,338<br />
EBITDA 259.5 333.9 593.4 216.0 254.1 470.1<br />
EBIT 205.3 252.3 457.6 176.9 212.6 389.5<br />
Profit before tax 259.4 304.9 564.3 244.5 258.7 503.2<br />
Profit after tax and minority interests 198.3 246.8 445.1 189.4 206.9 396.3<br />
Basic earnings per share (cents) 6.8 8.4 15.2 6.5 7.1 13.6<br />
Net asset value per share (cents) 45.4 53.1 53.1 43.4 51.2 51.2<br />
The Group’s turnover for 2H<strong>2006</strong> increased by 17% or<br />
$346m compared to the first half. All sectors reported<br />
higher turnover in the second half vis-à-vis the first half.<br />
The Group’s Profit Before Tax (PBT) for 2H<strong>2006</strong> increased<br />
by 18% or $45.5m over the first half. All sectors reported<br />
higher PBT in the second half vis-à-vis the first half.<br />
06<br />
2nd half year $2,416m<br />
06<br />
1st half year $2,070m<br />
05<br />
2nd half year $1,808m<br />
05<br />
1st half year $1,530m<br />
HALF YEARLY TURNOVER ($m)<br />
06<br />
2nd half year $304.9m<br />
06<br />
1st half year $259.4m<br />
05 2nd half year $258.7m<br />
05<br />
1st half year $244.5m<br />
HALF YEARLY PROFIT BEFORE TAX ($m)
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 60<br />
Operating Financial Review<br />
b) <strong>Full</strong> year performance<br />
Turnover<br />
The Group’s turnover of $4,486m for FY<strong>2006</strong> was higher<br />
than that of FY2005 by 34% or $1,148m. All sectors<br />
reported higher turnover.<br />
Earnings Per Share (EPS)<br />
The Group’s basic and diluted EPS for FY<strong>2006</strong> were 15.15<br />
cents and 15.00 cents respectively (FY2005: 13.64 cents<br />
and 13.54 cents respectively). The higher EPS was a result<br />
of higher profit after tax for FY<strong>2006</strong>.<br />
15.15<br />
FY<strong>2006</strong><br />
TURNOVER<br />
BY SECTORS<br />
11.47<br />
11.29<br />
12.26<br />
04<br />
13.64<br />
05<br />
06<br />
02<br />
03<br />
Aerospace 37%<br />
Electronics 21%<br />
Land Systems 22%<br />
Marine 16%<br />
Others 4%<br />
EARNINGS PER SHARE (CENTS)<br />
Profit<br />
Group PBT for FY<strong>2006</strong> of $564.3m was higher than<br />
that achieved in FY2005 by 12% or $61.1m. All sectors,<br />
except Marine sector, recorded higher PBT.<br />
Economic Value Added (EVA)<br />
The Group’s EVA for FY<strong>2006</strong> was $327.8m, an increase of<br />
13% or $37.2m over FY2005. The Weighted Average Cost<br />
of Capital was 6.6% for <strong>2006</strong> (2005: 6.1%).<br />
59%<br />
FY<strong>2006</strong><br />
PROFIT BEFORE<br />
TAX BY SECTORS<br />
21%<br />
Aerospace 54%<br />
Electronics 19%<br />
Land Systems 12%<br />
Marine 14%<br />
Others 1%<br />
10%<br />
FY<strong>2006</strong> EVA CONTRIBUTION BY SECTOR (%)<br />
15%<br />
(5%)<br />
Aerospace Electronics Land Systems<br />
Marine Others
61<br />
Operating Financial Review<br />
Capital Expenditure<br />
The Group incurred capital expenditure of $197.1m in FY<strong>2006</strong>. The addition of new hangars and related equipment and<br />
programme-related purchases such as engines for new capability setup and rotables by the Aerospace sector accounted for the<br />
bulk of the capital expenditure for the year. The details are shown in Note 7 to the Financial Statements.<br />
CAPITAL EXPENDITURE BY SECTOR ($m)<br />
06<br />
05<br />
0 20 40 60 80 100 120 140 160 180 200<br />
Aerospace Electronics Land Systems Marine Others<br />
Total Assets<br />
As at end December <strong>2006</strong>, total assets of the Group amounted to $5.51b compared to $4.57b as at end December 2005.<br />
The deployment of assets is as follows:<br />
DEPLOYMENT<br />
OF ASSETS – <strong>2006</strong><br />
DEPLOYMENT<br />
OF ASSETS – 2005<br />
Property, Plant and Equipment 17%<br />
Associated Companies & Investments 6%<br />
Intangible Assets 10%<br />
Deferred Tax Assets 2%<br />
Stocks & WIP 20%<br />
Debtors, Deposits & Prepayments 30%<br />
Funds under Management 4%<br />
Bank Balance & Other Liquid Funds 11%<br />
Property, Plant and Equipment 10%<br />
Associated Companies & Investments 8%<br />
Intangible Assets 7%<br />
Deferred Tax Assets 2%<br />
Stocks & WIP 19%<br />
Debtors, Deposits & Prepayments 40%<br />
Funds under Management 7%<br />
Bank Balance & Other Liquid Funds 7%
AEROSPACE SECTOR<br />
ELECTRONICS SECTOR<br />
CORE CAPABILITIES<br />
• Aircraft Maintenance & Modification<br />
– Line and base maintenance<br />
– Technical services and maintenance planning<br />
– Modifications, conversions and refurbishment<br />
– Design, development and technology integration<br />
• Component & Engine Total Support<br />
– Engine maintenance, repair and overhaul<br />
– Aircraft mechanical and avionics component repair<br />
– Materials and spares support and management<br />
FACTS<br />
• Offers Total Aviation Support in a wide range of services – airframe,<br />
engine and component maintenance; engineering design and technical<br />
services; and aviation materials and management services<br />
• Ranked by Overhaul & Maintenance 2005 as the world’s largest<br />
airframe maintenance provider with 6.7m commercial airframe manhours<br />
in 2004<br />
• Worldwide network of facilities with diverse global customer base that<br />
includes many of the world’s leading airlines, airfreight operators and<br />
military aircraft operators<br />
• 6,517 staff<br />
MAJOR DEVELOPMENTS IN <strong>2006</strong><br />
• Completed acquisition of SAS Component stake and subsequently<br />
merged it with Airline Rotables Ltd, increasing total shareholding<br />
to 71.3%<br />
• Signed lease agreement for new facility in Panama<br />
• Secured contracts with Airbus and other new start-up airlines for Total<br />
Aviation Support programmes<br />
• Redelivered 2,500 th aircraft to long term customer, FedEx Express<br />
• Added capacity to Changi and Seletar facilities in <strong>Singapore</strong><br />
CORE CAPABILITIES<br />
• Large-Scale Systems Group<br />
– Intelligent transportation systems<br />
– Intelligent building management systems<br />
– Combat systems integration<br />
• Communication & Sensor Systems Group<br />
– e-Government communications and infocomm technologies solutions<br />
– Satellite communications systems<br />
– Communications, microwave, radar and sensor systems<br />
– Intelligent traffic and fleet management systems<br />
– Info-security solutions<br />
– Electro-optics systems<br />
• Software Systems Group<br />
– e-Government solutions<br />
– Digital animation and media<br />
– Mobile realtime and homeland security systems<br />
– Training and simulation systems<br />
FACTS<br />
• Specialises in rail transportation systems and solutions with projects in<br />
China, the Philippines, <strong>Singapore</strong>, Taiwan and Thailand<br />
• One of the world’s leading providers of satellite communications systems<br />
and solutions as well as multi-channel multipoint distribution systems<br />
• Provides tracking and management systems for more than 50,000<br />
vehicles in the region<br />
• Provides e-Government systems and solutions for governments<br />
internationally<br />
• Filed 50 patents, of which 25 have been granted since 1998<br />
• 3,491 staff<br />
MAJOR DEVELOPMENTS IN <strong>2006</strong><br />
• Acquired 80% of MÄK <strong>Technologies</strong> – a US specialist in simulation<br />
software and toolkits<br />
• Acquired 70% of PM-B – a mission-critical environment specialist based<br />
in <strong>Singapore</strong><br />
• Expanded operations into new markets in Albania, Qatar, Dubai and new<br />
regions in China<br />
• Won contracts to provide rail solutions in Guangzhou and Beijing, China<br />
• Launched exclusive collaboration agreement with SingTel to provide<br />
high-speed two-way broadband connectivity to the maritime industry<br />
• Partnered Hewlett-Packard in a consortium shortlisted for <strong>Singapore</strong>’s<br />
$2b e-Government project<br />
• Launched battlefield management system commissioned by the<br />
<strong>Singapore</strong> Armed Forces for its 3rd Generation networked fighting force<br />
on the Bionix II platform<br />
REVENUE IN $m<br />
REVENUE IN $m<br />
FY 06<br />
FY 05<br />
1,673<br />
FY 06<br />
FY 05<br />
951<br />
1,236<br />
701<br />
PROFIT BEFORE TAX IN $m<br />
PROFIT BEFORE TAX IN $m<br />
FY 06<br />
FY 05<br />
305<br />
255<br />
FY 06<br />
FY 05<br />
105<br />
76
LAND SYSTEMS SECTOR<br />
MARINE SECTOR<br />
CORE CAPABILITIES<br />
• Integrated Design<br />
– Multi role military platforms<br />
– Weapon systems and advanced munitions<br />
– Surveillance, remote operations, vetronics and fleet<br />
management systems<br />
– Military and homeland security protection solutions<br />
– Emergency response, commercial and specialty vehicles<br />
• Integrated Operations and Support<br />
– Maintenance, repair and overhaul of vehicles, weapons and material<br />
handling equipment<br />
– Accident repair and vehicle inspection<br />
– <strong>Engineering</strong> analysis and industrial test services<br />
– Asset preservation and spares management<br />
– Training and agency representation<br />
• Integrated Production<br />
– Contract manufacturing<br />
– Industrial services<br />
FACTS<br />
• Produces over 120 different types of specialty vehicles, including<br />
construction and mining equipment, multi-temperature trucks, distribution<br />
trailers and bodies<br />
• World’s largest manufacturer of commercial class asphalt pavers and<br />
beverage trucks<br />
• Offers defence products that are geared for network-centricity and<br />
increased connectivity<br />
• One of few manufacturers in the world to offer both 40mm weapon<br />
systems and a wide range of supporting ammunition<br />
• 37 patents granted to date, with 56 patents filed<br />
• 5,508 staff<br />
MAJOR DEVELOPMENTS IN <strong>2006</strong><br />
• Added VT LeeBoy, a leading US manufacturer of road construction and<br />
maintenance equipment, to its stable of specialty vehicles companies<br />
• Formed Advanced Technology Research Centre, a 50-50 joint venture<br />
company with DSO National Laboratories, to undertake research and<br />
technology development in advanced materials for both defence and<br />
commercial applications<br />
• Secured a three-year agreement from the Texas Government permitting<br />
any governmental or non-profit agency in Texas to purchase emergency<br />
vehicles from VT SVC without competitive bids<br />
• The Bionix II infantry fighting vehicle entered into service with the<br />
<strong>Singapore</strong> Armed Forces<br />
CORE CAPABILITIES<br />
• Project Management<br />
– Turnkey shipbuilding<br />
– Ship upgrading and conversion<br />
– Weapon systems integration and installation<br />
• Inhouse Design Expertise<br />
– Custom designed naval and commercial vessels using inhouse<br />
CAD/CAM facilities<br />
– Lightweight ship design<br />
– Stealth technology<br />
• Shipbuilding<br />
– Extensive water jet expertise<br />
– Thin gauge steel and aluminium construction for naval vessels<br />
• Maintenance<br />
– Overhaul and maintenance of high performance marine engines<br />
• Shiprepair<br />
– Upgrading and retrofitting<br />
– Conversion of commercial vessels<br />
FACTS<br />
• Five shipyard facilities – two in <strong>Singapore</strong> and three in the US<br />
• Track record in the design and construction of sophisticated naval and<br />
commercial vessels as well as high engineering content shiprepair<br />
services including ship conversions<br />
• Designs and develops a variety of vessels including landing ship tanks,<br />
patrol vessels, feeder container vessels, platform supply vessels, fisheries<br />
survey vessels, articulated tug barges, and pure car truck carriers<br />
• 1,412 staff<br />
MAJOR DEVELOPMENTS IN <strong>2006</strong><br />
• Delivered two locally built stealth frigates, RSS Intrepid and<br />
RSS Steadfast, and launched the fifth and final stealth frigate,<br />
RSS Supreme, for the Republic of <strong>Singapore</strong> Navy<br />
• US operations secured contracts worth US$649m to build a<br />
fisheries survey vessel, articulated tug barges, a SWATH vessel and<br />
a T-AGM(R) vessel<br />
• <strong>Singapore</strong> operations secured contracts worth $177m to build two<br />
RoRo vessels, two seismic research vessel conversions, a cutter suction<br />
dredger modification and a platform supply vessel conversion<br />
• Launched the first two of four 1030 TEU container vessels<br />
REVENUE IN $m<br />
REVENUE IN $m<br />
FY 06<br />
FY 05<br />
1,002<br />
FY 06<br />
FY 05<br />
702<br />
660<br />
600<br />
PROFIT BEFORE TAX IN $m<br />
PROFIT BEFORE TAX IN $m<br />
FY 06<br />
FY 05<br />
70<br />
65<br />
FY 06<br />
FY 05<br />
80<br />
88
ST <strong>Engineering</strong><br />
at a Glance
67<br />
Aerospace<br />
FLYING HIGH WITH TOTAL SUPPORT<br />
In <strong>2006</strong>, ST Aerospace maintained its leading position<br />
as the world’s largest commercial airframe Maintenance,<br />
Repair and Overhaul (MRO) provider through the global<br />
expansion of existing airframe MRO operations. It also<br />
broadened its spectrum of aircraft components and engines<br />
maintenance capabilities.<br />
To enhance the integration of its operations, ST Aerospace<br />
reorganised its core operations under two business segments<br />
– Aircraft Maintenance & Modification (AMM), which now<br />
includes the engineering and development capabilities; and<br />
Component & Engine Total Support (CETS), which includes<br />
the integration of components and engines MRO with rotables<br />
management and support.<br />
Aircraft Maintenance & Modification (AMM)<br />
In <strong>2006</strong>, ST Aerospace’s AMM business continued to extend<br />
its relationship with its core customers. New customers, both<br />
large and small, were added. It secured more work with key<br />
customers in Asia, Europe and the US, such as All Nippon<br />
Airways, FedEx Express, Japan Airlines, Northwest Airlines,<br />
UPS as well as Asiana Airlines, Copa Airlines, TransAsia<br />
Airways and many others.<br />
During the year, ST Aerospace entered into a three-year<br />
agreement with Airbus that allowed Airbus to directly procure<br />
aircraft MRO services from any of ST Aerospace’s global<br />
network of facilities.<br />
Key milestones were also reached with long term customers as<br />
ST Aerospace celebrated the redelivery of the 2,500th aircraft<br />
to FedEx Express, 330th to Northwest Airlines, 300th to UPS,<br />
and 100th to Japan Airlines.<br />
ST Aerospace’s strategic partnership with the Republic of<br />
<strong>Singapore</strong> Air Force (RSAF) continued to grow through the<br />
extension of its range of support. Following the success of the<br />
Transport Wings Course programme, the RSAF committed to<br />
a 20-year Rotary Wing Course (RWC) with ST Aerospace for<br />
the provision and maintenance of its helicopters. Through this<br />
RWC agreement, ST Aerospace acquired a fleet of six EC120<br />
helicopters, began modifications to the aircraft and received<br />
certification from the Civil Aviation Authority of <strong>Singapore</strong>.<br />
In the engineering and development arena, the group forged<br />
ahead with its engineering expertise in both technical services<br />
as well as design and development activities. Developing<br />
technical services capabilities enables ST Aerospace to<br />
undertake total support requirements for airlines under its<br />
Total Aviation Support. Its repertoire of technical services<br />
competencies includes maintenance planning, maintenance<br />
control, design and reliability engineering. This enhances<br />
civil aircraft operators’ aircraft and equipment performance<br />
and lifecycle supportability, thus reducing customers’ overall<br />
maintenance costs.<br />
On the military engineering front, ST Aerospace continued<br />
to build on its range of proficiencies to undertake major<br />
engineering enhancements to military aircraft. It took to market<br />
its integrated suite of tactical enhancements for fixed and<br />
rotary-winged platforms. Featuring its military aircraft upgrade<br />
capabilities on board the Super Puma at Asian Aerospace<br />
<strong>2006</strong>, the group demonstrated solutions that included<br />
systems and equipment such as a centralised communications,<br />
navigation and sensor management system, a digital moving<br />
map, a door gun system and an aircraft ship integrated secure<br />
and traverse system. The latter two were equipment designed<br />
and installed by ST Aerospace.<br />
ST Aerospace also continued with developments on its<br />
indigenous FanTail and Skyblade unmanned platforms,<br />
which are now expanded into families of scalable mini<br />
Unmanned Aerial Vehicles (UAV) for use in home defence<br />
and other applications.<br />
ST Aerospace, world’s largest commercial<br />
airframe MRO, offers Total Aviation Support<br />
from its spectrum of airframe, components,<br />
engines and engineering capabilities.
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 68<br />
Aerospace<br />
Component & Engine Total Support (CETS)<br />
In <strong>2006</strong>, the CETS segment continued to add to its spectrum<br />
of repair and overhaul capabilities for both engines<br />
and components.<br />
It completed the acquisition of SAS Component in March<br />
as part of its strategy to provide a spectrum of components<br />
support, particularly in Europe. This enabled CETS to develop a<br />
more holistic Total Aviation Support proposition and components<br />
track record.<br />
The group made strides in maintenance capabilities for<br />
the CFM56-3 and CFM56-7B engines and completed the<br />
capability setup for the CFM56-7B. It also started developing<br />
the CFM56-5B MRO capability, including the construction of a<br />
new engine test cell. Its subsidiary, STA Engines, secured long<br />
term contracts from operators of the Boeing 737NG and<br />
Airbus A320, as well as military customers from as far as<br />
South America.<br />
During the year, CETS added some 402 new repair capabilities,<br />
primarily on pneumatic, hydraulic, electrical and avionics<br />
components for commercial and military aircraft. To further<br />
add value to its components MRO activities, its subsidiary, STA<br />
Systems, embarked on an initiative to build its own designated<br />
engineering representative library.<br />
The group maintained the confidence of major customers<br />
such as FedEx Express, Japan Airlines, UPS and many other<br />
air forces and airlines. Customers added include Adam Sky<br />
Connection Airlines (Adam Air), Aloha Airlines, Bangladesh<br />
Air Force, Peru Air Force, Shanghai Airlines, Xiamen Airlines<br />
and other airlines from China. ST Arospace has also set up<br />
service centres through collaborations with Original Equipment<br />
Manufacturers (OEM) such as Parker Aerospace, Eaton and<br />
Hamilton Sundstrand.<br />
The newly formed CETS offers Maintenance-By-the-Hour<br />
(MBH) and Free2Fly services to customers. MBH TM is a<br />
trademarked service through STA Systems and STA Supplies<br />
in <strong>Singapore</strong> while Free2Fly is a trademarked material supply<br />
programme by SAS Component, the group’s newly acquired<br />
European components business. Customers around the world<br />
can draw on capabilities within both groups, depending on<br />
their needs.<br />
PERFORMANCE OF THE AEROSPACE SECTOR<br />
Half Yearly Performance<br />
Turnover of the Aerospace sector in 2H<strong>2006</strong> of $854m<br />
was $35m higher compared to 1H<strong>2006</strong>. The increase<br />
in turnover came from the three business groups namely,<br />
AMM, Component/Engine Repair & Overhaul (CERO) and<br />
<strong>Engineering</strong> & Materials Services (EMS). The higher turnover<br />
in AMM was contributed by higher redeliveries in ST Aviation<br />
Services Co (SASCO). In CERO, higher sales were due to six<br />
months of sales from the newly acquired SAS Component in<br />
2H<strong>2006</strong> versus four months of sales included in 1H<strong>2006</strong>.<br />
In EMS, the turnover increase was due mainly to project<br />
milestone completions.<br />
Compared to 1H<strong>2006</strong>, PBT for 2H<strong>2006</strong> at $168.9m was<br />
$32.6m higher. AMM and EMS registered higher profits.<br />
The higher PBT in AMM was due to higher turnover and<br />
improved profitability, while the increased profit in EMS was<br />
due to maturity of funds under management as well as higher<br />
dividend income. The profit increase in these two business<br />
groups was partially offset by lower contributions from CERO<br />
as a result of post-acquisition business alignment initiatives and<br />
closure of the Stavanger facility at SAS Component.<br />
(from left to right)<br />
In <strong>2006</strong>, ST Aerospace inducted a new wide-body hangar<br />
at SASCO’s Changi location.<br />
ST Aerospace advanced on its engineering expertise to<br />
enhance customers’ aircraft and equipment performance<br />
and life cycle supportability.<br />
ST Aerospace made strides in maintenance capabilities<br />
for the B737 with the completed setup of its CFM56-7B<br />
MRO capability.<br />
Newly acquired SAS Component merged with ARL for a<br />
more holistic Total Aviation Support proposition.
69<br />
Aerospace<br />
<strong>Full</strong> Year Performance<br />
Aerospace sector’s FY<strong>2006</strong> turnover at $1,673m was higher<br />
than that of FY2005 by 35% or $437m. The higher turnover<br />
was due to higher redeliveries in AMM as well as the inclusion<br />
of sales from SAS Component in CERO, but these were<br />
partially offset by fewer project milestone completions and<br />
lower material sales in EMS.<br />
Compared to FY2005, the Aerospace sector’s FY<strong>2006</strong> PBT of<br />
$305.3m was higher by 20% or $49.9m. The higher PBT was<br />
mainly attributable to improved profitability and higher turnover<br />
in AMM, but this was partially offset by lower contribution from<br />
CERO due to post-acquisition business alignment initiatives and<br />
closure of the Stavanger facility at SAS Component.<br />
Major Acquisitions<br />
<strong>2006</strong> saw the integration of Airline Rotables Limited (ARL)<br />
with the newly acquired SAS Component, when ST Aerospace<br />
transferred its stake in Airline Rotables (UK Holdings) to SAS<br />
Component for US$22.5m (about $35.5m). The transaction<br />
raised ST Aerospace’s shareholding in SAS Component from<br />
67% to 71.3%.<br />
Major Projects<br />
ST Aerospace maintained a healthy order book in <strong>2006</strong> that<br />
included Passenger-To-Freighter (PTF) aircraft conversions,<br />
maintenance activities and engineering programmes.<br />
Conversions for the MD-11 progressed steadily in <strong>2006</strong> for<br />
customers including FedEx Express and UPS. To date, the<br />
Aerospace sector has redelivered 42 converted MD-11 aircraft,<br />
with 12 completed in <strong>2006</strong>.<br />
<strong>Engineering</strong> achievements in <strong>2006</strong> included the initiation of<br />
engineering development efforts for the Boeing 757-200 PTF<br />
conversion programme for the Royal New Zealand Air Force.<br />
Designs for the required multi mission platform were reviewed<br />
and approved in <strong>2006</strong> for work to commence in 2007.<br />
Maintaining its leadership in MRO services among Low Cost<br />
Carriers (LCC) and start-up airlines, ST Aerospace clinched<br />
contracts from five of six emerging airlines in China and added<br />
programmes by other major LCCs. Of notable mention was<br />
the award of a US$635m (about $1b) agreement with Airbus<br />
to provide Total Aviation Support (including aircraft line and<br />
light maintenance, components management and support,<br />
engineering and technical services) for Skybus Airlines’ fleet<br />
of 65 Airbus A320 family of aircraft over a period of 12 years.<br />
Skybus Airlines is a new LCC in the US.<br />
Expanding into new markets, ST Aerospace signed a<br />
Memorandum of Understanding (MOU) to set up an airframe<br />
MRO centre in Panama. A lease agreement with the Agencia<br />
del Área Económica Especial Panamá-Pacífico was signed<br />
for a new facility to commence operations in 2007. This latest<br />
addition of Panama Aerospace <strong>Engineering</strong> (PAE) would<br />
complement the sector’s MRO centres in Mobile and San<br />
Antonio, as well as enhance the group’s global network in<br />
the US, Europe and Asia Pacific. PAE would initially perform<br />
commercial aircraft maintenance and modification works on<br />
narrow-body aircraft and aim to progressively build a capacity<br />
of more than 1.2m manhours and a workforce of 1,000 skilled<br />
engineers and technicians.<br />
Its China facility, STARCO, has been operational for two<br />
years and has successfully completed major works on over<br />
120 aircraft for China Eastern Airlines, and other Chinese<br />
and international carriers. Within its first year of operations,<br />
STARCO was the first non Chinese MRO company to attain a<br />
certification from the US Federal Aviation Administration for<br />
the A310, A319/A320 and A330. In <strong>2006</strong>, STARCO gained<br />
more approvals from the European Aviation Safety Agency<br />
and the Australian Civil Aviation Safety Authority, in addition to<br />
certification from the Chinese airworthiness authorities.
71<br />
Electronics<br />
TRANSFORMING THE WORLD WITH<br />
INTELLIGENT SOLUTIONS<br />
Established in 1969, ST Electronics is a leading electronics and<br />
Information Communications Technology (ICT) systems house<br />
in the region. Currently marketing to more than 60 countries,<br />
the sector identified growth areas in e-Government and ICT,<br />
satellite communications and digital media.<br />
Its Homeland Security (HLS) solutions, digital animation<br />
capability, intelligent building management and intelligent<br />
transportation solutions for infrastructure build up have become<br />
internationally accepted. In <strong>2006</strong>, ST Electronics continued<br />
to extend its market reach into Qatar, Dubai, Albania and new<br />
regions in China.<br />
Leveraging on China’s growth, ST Electronics has set up<br />
operations in more than eight cities in China, including Beijing,<br />
Chengdu, Guangzhou, Yichun, Hong Kong, Shanghai, Shenyang<br />
and Shenzhen. It now targets second tier cities such as<br />
Nanjing, Ningbo, Suzhou and Wuxi. A production plant was set<br />
up by its Chengdu office and it is seeking new opportunities<br />
in the central-western region. ST Electronics also continued<br />
to tap on infrastructural opportunities in Dongbei, Huadong,<br />
Huanan and Huabei, as cities in these areas start to develop.<br />
ST Electronics is part of a consortium with Hewlett-Packard,<br />
Cisco Systems, Microsoft and Accenture, that was shortlisted by<br />
the Infocomm Development Authority of <strong>Singapore</strong> for its $2b<br />
IT outsourcing Standard ICT Operating Environment project for<br />
60,000 civil servants, expected to be awarded in 2007.<br />
ST Electronics’ core business activities are organised into three<br />
key business groups.<br />
Large-Scale Systems Group (LSG)<br />
Over the years, ST Electronics has won rail transportation<br />
projects in China, the Philippines, <strong>Singapore</strong>, Taiwan and<br />
Thailand. This year, it further strengthened its foothold in China<br />
with new rail projects.<br />
In the area of intelligent building management and security<br />
systems, ST Electronics won international contracts for the<br />
Grand Indonesia Jakarta, Thai Airways Building in Bangkok<br />
and a parking guidance system in Sydney. Recent awards for<br />
building security systems were for CCTV, fire protection and<br />
camera surveillance systems for Doha’s old Souq for the <strong>2006</strong><br />
Asian Games.<br />
On the homefront, ST Electronics secured contracts for various<br />
combat systems for the <strong>Singapore</strong> Navy’s frigates programme.<br />
Communication & Sensor Systems Group (CSG)<br />
ST Electronics continued to lend its transport management<br />
expertise in international events. Its cetrac ® fleet telematics<br />
solution was used by buses to ferry delegates during <strong>Singapore</strong><br />
<strong>2006</strong> in September. The highlight of this event was the annual<br />
meetings of the Boards of Governors of the International<br />
Monetary Fund and World Bank Group.<br />
Together with iDirect, ST Electronics will support SingTel in its<br />
newly launched maritime satcom solutions for the Asian market.<br />
iDirect was selected to provide a communications platform for<br />
600 sites in Mexico for Farmacias Similares’ pharmacy chain.<br />
The <strong>Full</strong> Mission Ship Handling<br />
Simulator can be confi gured to<br />
handle all types of vessels.
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 72<br />
Electronics<br />
VT Miltope received a contract for the F/A-22 integrated<br />
maintenance information system portable maintenance aid for<br />
the US Air Force.<br />
Software Systems Group (SSG)<br />
ST Electronics’ e-Government and ICT solutions surged ahead<br />
during the year. It will be providing an information network<br />
system to the 16-member Regional Cooperation Agreement<br />
On Combating Piracy And Armed Robbery Against Ships In<br />
Asia (ReCAAP) – the first regional government-to-government<br />
agreement to combat piracy in Asia.<br />
Together with CrimsonLogic, ST Electronics will be<br />
implementing the TradeXchange – a neutral and secure<br />
trade platform facilitating the exchange of information within<br />
<strong>Singapore</strong>’s trade and logistics community.<br />
The state-owned Qatar Security Services Company appointed<br />
ST Electronics to provide HLS consultancy.<br />
The Electronics sector’s digital animation focus has earned<br />
recognition from renowned names like Nelvana, Promenade<br />
Pictures and Weta. The Ten Commandments, its jointly<br />
produced digital animation movie with Promenade Pictures, will<br />
be launched in the US in 2007.<br />
PERFORMANCE OF THE ELECTRONICS SECTOR<br />
Half Yearly Performance<br />
The turnover of $527m recorded in 2H<strong>2006</strong> was higher than<br />
that of 1H<strong>2006</strong> by 24% or $103m. All three business groups,<br />
namely LSG, CSG and SSG, contributed to the increased<br />
turnover.<br />
The PBT of $59.7m for 2H<strong>2006</strong> was higher than that of<br />
1H<strong>2006</strong> by 33% or $14.8m. At the business group level, the<br />
increase in profit was contributed by LSG due mainly to higher<br />
sales and better overall performance of overseas subsidiaries.<br />
CSG’s profit was higher due mainly to higher sales, but this<br />
was partially offset by lower investment income. The increased<br />
profit for SSG was in line with its higher sales.<br />
<strong>Full</strong> Year Performance<br />
FY<strong>2006</strong> turnover of $951m for the Electronics sector was<br />
higher than that of FY2005 by 36% or $250m. All three<br />
business groups contributed to the higher turnover with major<br />
contribution from CSG for the sales of satellite communication<br />
products and electro-optics equipment. Turnover for SSG<br />
was higher with the delivery and installation of educational<br />
multimedia laboratory systems in Kazakhstan and the milestone<br />
completions of a command and control system project, while<br />
milestone completions of the Land Transport Authority’s (LTA)<br />
Circle Line project and Taipei and Kaohsiung MRT projects<br />
accounted for the higher turnover in LSG.<br />
The Electronics sector’s PBT for FY<strong>2006</strong> at $104.6m was<br />
38% or $28.6m higher than that of FY2005. Both CSG and<br />
SSG recorded higher PBT, while LSG had a lower PBT in<br />
FY<strong>2006</strong> vis-à-vis FY2005. The higher PBT in CSG was due<br />
to increased turnover and investment income, while the higher<br />
PBT in SSG was in line with its higher turnover. LSG’s lower<br />
PBT was due to higher loss incurred by an overseas subsidiary.<br />
Overall, the sector recorded higher investment and interest<br />
income in FY<strong>2006</strong> vis-à-vis FY2005.<br />
Major Acquisitions<br />
ST Electronics acquired 80% of US-based MÄK <strong>Technologies</strong>,<br />
Inc in a bid to strengthen its simulation and digital media<br />
capability. MÄK’s tools and toolkit will allow ST Electronics to<br />
market its simulation solutions for desktop training and digital<br />
animation games.
73<br />
Electronics<br />
ST Electronics acquired the remaining stake in TranSys to<br />
widen its transportation system capability. STELCOMMS<br />
was set up with the objective of growing its HLS business for<br />
communications systems in Asia Pacific. Fifty-one percent<br />
owned Brightspot Interactive Learning will provide an avenue<br />
for online e-training business in China and the region, while<br />
70% owned PM-B will offer mission-critical and command<br />
and control capabilities for command/data centres, business<br />
continuity and disaster recovery sites.<br />
Major Projects<br />
ST Electronics continued to secure projects in new markets.<br />
These include an integrated tower information system and<br />
navigational aids for Kukes Airport of Albania, in addition to<br />
security systems in Qatar and China.<br />
Its foothold in the Chinese rail market has expanded with two<br />
new contracts. A first-of-its-kind integrated traffic command<br />
centre system will enable the efficient management of major<br />
rail lines in Beijing, making ST Electronics the first <strong>Singapore</strong><br />
company to win a major Beijing Olympics related contract.<br />
In December, it won a contract to provide automatic fare<br />
collection systems for Guangzhou MRT Lines 2 and 8 and<br />
Line 4 North extensions.<br />
In <strong>Singapore</strong>, Comfort Transportation Pte Ltd appointed<br />
ST Electronics to provide a new wireless GPRS-based<br />
telematics system for its fleet of 15,300 taxis. This new system<br />
will be integrated into an existing system used by its CityCab<br />
fleet, implemented by ST Electronics in 2003.<br />
The <strong>Singapore</strong> Prison Service will realise its long term goal of<br />
centralising all prison institutions network infrastructure for its<br />
new Changi Prison Complex Cluster B by 2008 with a system<br />
to be provided by ST Electronics. It will also be providing the<br />
Ministry of Home Affairs with electro-optics payloads for its<br />
Police Coast Guard vessels to aid in the surveillance of waters<br />
around <strong>Singapore</strong>.<br />
The <strong>Singapore</strong> Civil Defence Force appointed ST Electronics<br />
to develop a HazMat incident management system, which will<br />
facilitate secured communications between fixed sites, mobile<br />
command posts, commanders and first responders on scenes to<br />
ensure comprehensive response to chemical threats.<br />
ST Electronics was awarded a contract to deliver a 360-degree<br />
virtual aerodrome control simulator to the <strong>Singapore</strong> Aviation<br />
Academy, the training arm of the Civil Aviation Authority<br />
of <strong>Singapore</strong>.<br />
In defence, the Electronics sector was instrumental in<br />
transforming the <strong>Singapore</strong> Armed Forces into a 3rd Generation<br />
networked fighting force. Its pioneering, multi role advanced<br />
combat simulator system was commissioned by the Republic of<br />
<strong>Singapore</strong> Air Force, enabling its pilots to train as an integrated<br />
force. ST Electronics’ Battle Management System (BMS),<br />
which has been deployed on the BXII platform, was also<br />
commissioned this year. The BMS networks the fighting forces,<br />
providing a network-centric wireless communications systems<br />
for a truly 3rd Generation networked force.<br />
(from left to right)<br />
HazMat management systems facilitate vital and secured<br />
communications for comprehensive response to chemical threats.<br />
ST Electronics provides electronics systems and solutions for<br />
major rail systems in China, the Philippines, <strong>Singapore</strong>, Taiwan and<br />
Thailand.<br />
iDirect’s solutions augment the group’s end-to-end satcom offerings.<br />
The Battlefield Management System deployed in the BXII provides<br />
better situational awareness for engagement.
75<br />
Land Systems<br />
BREAKING NEW GROUND IN SPECIALTY VEHICLES<br />
AND TECHNOLOGIES<br />
ST Kinetics is one of South East Asia’s largest defence<br />
companies, with a growing portfolio of products and services for<br />
the defence, homeland security and commercial markets.<br />
The year saw the Land Systems sector expanding its markets<br />
and range of products, and actively aligning business operations<br />
to consolidate its commercial specialty vehicles business.<br />
It continued to serve the evolving needs of the defence and<br />
homeland security markets.<br />
ST Kinetics is in two strategic business segments.<br />
Integrated Systems and Services<br />
ST Kinetics achieved several milestones in <strong>2006</strong>, chief of<br />
which was the commissioning of its Bionix II (BXII) infantry<br />
fighting vehicle by the <strong>Singapore</strong> Armed Forces (SAF). The<br />
BXII was designed with greater lethality, survivability and<br />
enhanced connectivity, enabling better response in today’s fastmoving<br />
battlefield. ST Kinetics also showcased its integrated<br />
system of systems solutions at two major exhibitions, namely<br />
Asian Aerospace in <strong>Singapore</strong> and Eurosatory in France. Its<br />
joint participation with the Defence Science and Technology<br />
Agency, DSO National Laboratories (DSO) and the SAF at<br />
such events, under the banner of “Task Force <strong>Singapore</strong>”,<br />
demonstrated how the <strong>Singapore</strong> defence ecosystem can<br />
come together to leverage emerging technologies in support<br />
of a 3rd Generation SAF.<br />
Internationally, ST Kinetics forged further alliances with major<br />
Original Equipment Manufacturers (OEM) to establish a<br />
foothold in key markets around the world. These included<br />
partnership agreements with Cornell University of the US and<br />
Metal Storm of Australia, and a joint venture with Kalyani Group<br />
in India. Through such collaborations, ST Kinetics expanded<br />
its product range and strengthened its capabilities in areas<br />
like unmanned technologies and advanced 40mm ammunition<br />
products, reinforcing its position as one of the few OEMs in the<br />
world to offer a comprehensive suite of 40mm weapon systems<br />
and their supporting ammunition.<br />
Responding to the growing needs for homefront security,<br />
ST Kinetics engaged with civil and law enforcement agencies,<br />
both locally and in the region, to offer solutions for window<br />
and wall protection, emergency response vehicles as well as<br />
perimeter defence. Through partnerships, it imported unique<br />
technologies and commercialised them for the security market.<br />
An example is the People Portal, which uses a patented non<br />
intrusive detection capability belonging to EMIT <strong>Technologies</strong>,<br />
a partner from the US.<br />
Specialty Vehicles and Services<br />
The Land Systems sector is harnessing its engineering<br />
expertise and growing network in China and the US to realise<br />
its vision of becoming a major specialty vehicles player. It is<br />
tapping on its value engineering inputs, and ability to aggregate<br />
resources and seek cheaper sources of supply, to enhance<br />
its efficiency and competitive edge. In <strong>2006</strong>, an international<br />
procurement centre was formed to tap on China’s global subcomponents<br />
supplier status to reduce product costs for ST<br />
Kinetics worldwide. The formation of a sales and distribution<br />
group enabled ST Kinetics to promote and market itself globally.<br />
ST Kinetics stayed focused in China and the US, given their<br />
market size and growth potential. In China, ST Kinetics’ joint<br />
venture companies, Beijing Zhonghuan Kinetics (BZK) and<br />
Guizhou Jonyang Kinetics (GJK), launched new dump trucks<br />
and excavator products to meet the rising demand for higher<br />
grade specialty construction vehicles.<br />
The newly commissioned BXII<br />
infantry fi ghting vehicle demonstrates<br />
enhanced lethality, survivability and<br />
operational performance for today’s<br />
fast-moving battlefield.
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 76<br />
Land Systems<br />
The newly acquired US-based VT LeeBoy, with its leadership<br />
position in commercial class asphalt pavers, brooms and related<br />
road construction and maintenance equipment, has significantly<br />
boosted the Land Systems sector’s product range and strategic<br />
position in the construction market. The opening of its new<br />
and expanded production facility in Lincolnton, North Carolina,<br />
will provide ST Kinetics the capacity to meet its domestic and<br />
international growth needs in the years to come. Another<br />
US-based wholly-owned subsidiary, VT Specialized Vehicles<br />
Corporation (VT SVC), secured several contracts in <strong>2006</strong>. It is<br />
the preferred or exclusive supplier to 15 of the top 20 US food<br />
service distributors with its range of multi-temperature trucks<br />
and trailer bodies. VT SVC expanded its homeland security<br />
offerings by selling a record number of emergency rescue<br />
bodies and trailers for municipal rescue departments.<br />
In the automotive repairs business, ST Kinetics’ STAR<br />
automotive centres in Guangzhou and Zhejiang responded<br />
well to the increased demand for quality after-sales service<br />
coupled with a growing car population in China. Both<br />
centres achieved authorised quality repair workshop status<br />
for the top five insurance companies in China and serve as<br />
independent damage assessment centres. In addition, STAR<br />
Automotive Centre (Zhejiang) secured a licence to import and<br />
export automotive spare parts in China for trading and repair,<br />
giving it an advantage over its competitors. In Guangzhou,<br />
STAR secured a major fleet maintenance contract from the<br />
Construction Bank of China.<br />
PERFORMANCE OF THE LAND SYSTEMS SECTOR<br />
Half Yearly Performance<br />
Compared to 1H<strong>2006</strong>, 2H<strong>2006</strong> turnover increased by 48% or<br />
$194m to $598m. This was largely due to higher delivery of<br />
Bronco and BXII as well as higher weapon export and specialty<br />
vehicles sales.<br />
Compared to 1H<strong>2006</strong>, 2H<strong>2006</strong> PBT increased by 53% or<br />
$14.6m to $42.3m. This was attributable mainly to higher<br />
turnover, but this was partially offset by higher operating<br />
expenses.<br />
<strong>Full</strong> Year Performance<br />
The Land Systems sector’s FY<strong>2006</strong> turnover of $1,002m was<br />
higher than that of FY2005 by 67% or $402m. The higher<br />
turnover was largely contributed by Automotive (Auto) and<br />
Munitions & Weapon (M&W). The higher turnover in Auto<br />
was the result of higher specialty vehicles sales, while higher<br />
weapon export and munitions sales accounted for the higher<br />
turnover in M&W.<br />
Compared to FY2005, the Land Systems sector’s PBT of $70m<br />
for FY<strong>2006</strong> was higher by 8% or $5m. This was mainly due to<br />
higher PBT in M&W, but this was partially offset by lower PBT<br />
in Auto and Services, Trading and Others (S&T). M&W’s higher<br />
profit was in line with higher turnover, while the lower PBT in<br />
Auto was due to product mix and lower investment income,<br />
but this was partially offset by contribution from its specialty<br />
vehicles business. For S&T, the lower profit was due to the<br />
share of lower profits from an associated company, CityCab,<br />
but this was partially offset by increased contribution from<br />
higher turnover.
77<br />
Land Systems<br />
Major Acquisitions<br />
Through VT Land Systems, ST Kinetics acquired B. R. Lee<br />
Industries at an enterprise value of US$135m ($212m).<br />
The acquired entity, renamed VT LeeBoy, is a leader in the<br />
road construction and maintenance equipment market and the<br />
number one OEM in the US by unit volume for commercial<br />
class asphalt pavers and brooms.<br />
The joint venture with Kalyani Group to collaborate in research,<br />
development and manufacture of military land-based products<br />
and solutions, specifically in the area of large calibre guns and<br />
small arms, marked ST Kinetics’ entry into the Indian defence<br />
market. ST Kinetics holds a 26% stake while Kalyani’s unit,<br />
BF Utilities, holds the remaining 74% stake.<br />
ST Kinetics also established Advanced Technology Research<br />
Centre, a 50-50 joint venture company with DSO, for further<br />
research and technology development in advanced materials<br />
for defence and commercial applications.<br />
In addition, ST Kinetics enlarged its stake in its STAR<br />
automotive centre in Zhejiang to 86.24%, increasing the total<br />
capital injection to RMB13m (about $2.6m), in line with the<br />
business growth in China.<br />
Another defence milestone was ST Kinetics’ successful<br />
demonstration of a range of low velocity 40mm electrically<br />
ignited munitions jointly developed with Metal Storm. It also<br />
unveiled an array of products and competencies during Asian<br />
Aerospace that included a light armoured multi role vehicle, all<br />
terrain vehicle, multi role unmanned ground vehicle, new 40mm<br />
ammunition products and the People Portal, among others.<br />
On the commercial front, specialised truck bodies and trailers,<br />
off-road dump trucks and excavators, road construction<br />
and maintenance equipment were successfully delivered to<br />
international customers.<br />
ST Kinetics showcased its range of specialty vehicles<br />
at BAUMA, one of the world’s largest exhibitions for the<br />
construction industry, held in Shanghai. It launched new dump<br />
trucks and excavators from BZK and GJK respectively, and<br />
introduced VT LeeBoy to the Chinese market. ST Kinetics<br />
also developed a new commercial articulated vehicle catered<br />
to search and rescue, mining, forestry as well as oil and gas<br />
industries around the world.<br />
Major Projects<br />
<strong>2006</strong> saw the contractual delivery of major projects such as<br />
Bronco, BXII, SAR 21, Primus, Pegasus and munition products<br />
to the SAF. ST Kinetics also secured and delivered various<br />
munition and weapon contracts from overseas customers,<br />
penetrating new markets in the African continent and<br />
Latin America.<br />
(from left to right)<br />
ST Kinetics’ commercial articulated vehicle made its<br />
debut to potential customers in the mining, oil, gas,<br />
forestry, and search and rescue industries around<br />
the world.<br />
International partnerships with major OEMs like<br />
the Kalyani Group of India enable ST Kinetics to<br />
establish a foothold in key overseas markets and<br />
expand its product range.<br />
The acquisition of VT LeeBoy, with its leadership<br />
position in commercial class asphalt pavers and<br />
brooms, enhanced ST Kinetics’ range of specialty<br />
vehicle products for the construction industry.
79<br />
Marine<br />
RAISING THE BAR ON SHIPBUILDING<br />
AND SHIPREPAIR<br />
ST Marine has been providing turnkey shipbuilding, ship<br />
conversion and shiprepair services to a worldwide customer<br />
base in the naval and commercial markets for over three<br />
decades. It has operations in <strong>Singapore</strong> and the US, under<br />
VT Halter Marine.<br />
The year for the Marine sector was highlighted by new products,<br />
expanding business from existing customers, and shiprepair<br />
projects requiring more engineering expertise. Collectively,<br />
these included customers like the Republic of <strong>Singapore</strong> Navy,<br />
US Army, National Oceanic and Atmospheric Administration,<br />
Crowley Maritime, Baggermaatschappij Boskalis BV, and China<br />
National Petroleum Corporation.<br />
The wide ranging nature of the Marine sector’s shipbuilding<br />
and shiprepair competencies allows it to attract quality projects,<br />
leveraging on its design and engineering expertise to customise<br />
ship design to meet the specific needs of customers. Some key<br />
new customers that have placed shipbuilding orders are the US<br />
Navy, Shreyas World Navigation, Louis Dreyfus Armateurs SAS<br />
and Hoegh Autoliners.<br />
Shipbuilding<br />
The sector continued its efforts to secure high value added<br />
contracts, capitalising on its knowledge and skills in designing<br />
and building sophisticated vessels, as well as project<br />
management skills acquired through highly complex and tightly<br />
scheduled projects such as the frigates programme.<br />
In September <strong>2006</strong> alone, there were repeat orders for its<br />
US operations from existing customers amounting to about<br />
US$450m ($735m), attesting to the level of confidence and<br />
trust that customers have in VT Halter Marine.<br />
Shiprepair<br />
During the year, ST Marine’s shiprepair business was<br />
highlighted by projects which required higher engineering<br />
expertise in both repairs and conversions, reflecting its<br />
reputation for customisation and design capabilities.<br />
It also saw expanding business from blue chip maritime<br />
customers all over the world, particularly established European<br />
shipowners from the Netherlands, Belgium and Germany and<br />
customers from the US and Asia. The sector maintained its<br />
presence as a key player in the <strong>Singapore</strong> shiprepair market,<br />
especially for tankers, containers and dredgers.<br />
PERFORMANCE OF THE MARINE SECTOR<br />
Half Yearly Performance<br />
The Marine sector’s turnover for 2H<strong>2006</strong> at $365m increased<br />
by 8% or $28m over 1H<strong>2006</strong> turnover of $337m due mainly to<br />
higher Shipbuilding turnover.<br />
PBT for 2H<strong>2006</strong> at $41.9m increased by 11% or $4.3m over<br />
1H<strong>2006</strong> due mainly to the higher turnover and other income.<br />
<strong>Full</strong> Year Performance<br />
FY<strong>2006</strong> turnover of $702m for the Marine sector increased<br />
by 6% or $42m compared to FY2005, largely contributed by<br />
Shipbuilding and Shiprepair. The higher Shipbuilding turnover<br />
was mainly contributed by the US operations, VT Halter Marine,<br />
while the higher Shiprepair turnover was the result of a more<br />
active shiprepair market.<br />
The Marine sector’s PBT of $79.5m in FY<strong>2006</strong> was lower<br />
than that of FY2005 by 10% or $8.4m. The lower PBT was<br />
due mainly to lower gross margins as a result of a different<br />
sales mix.<br />
The fi rst of the four feeder container<br />
vessels for the Transworld Group,<br />
OEL <strong>Singapore</strong>, was launched in<br />
June <strong>2006</strong>.
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 80<br />
Marine<br />
Major Projects<br />
In <strong>2006</strong>, ST Marine delivered two of the five locally built<br />
frigates, RSS Intrepid and RSS Steadfast, to the Republic of<br />
<strong>Singapore</strong> Navy and launched the last frigate in the series,<br />
RSS Supreme.<br />
ST Marine was awarded a $120m contract for two high<br />
end RoRo vessels to transport Airbus A380 sections and<br />
components for assembly in Toulouse, France. The customers<br />
are Seaplane One and Seaplane Two SAS, a joint venture<br />
company of Louis Dreyfus Armateurs SAS of France and Leif<br />
Hoegh & Co AS (LH) of Norway.<br />
Its US operations won a US$199m (about $315m) contract<br />
from the US Navy to construct a missile range instrumentation<br />
ship T-AGM(R). This is the first US Navy contract awarded to<br />
VT Halter Marine after it joined the ST <strong>Engineering</strong> Group.<br />
The shipyard was commissioned to build a fourth fisheries<br />
survey vessel, worth US$30m (about $50m), for the National<br />
Oceanic and Atmospheric Administration. It has delivered two<br />
vessels so far. This customer also awarded VT Halter Marine a<br />
US$15m (about $23.7m) contract for a small waterplane area<br />
twin hull coastal mapping vessel.<br />
It was also contracted to build four additional articulated tug<br />
barge units for Crowley Maritime worth about US$240m<br />
($378m), bringing the total order from Crowley Maritime to ten<br />
vessels, two of which were delivered this year.<br />
In November <strong>2006</strong>, VT Halter Marine was awarded a US$165m<br />
(about $262.7m) contract by the US Navy to procure long<br />
lead time materials and equipment for the Egyptian Navy’s fast<br />
missile craft project. This is in addition to an earlier contract of<br />
US$28.8m (approximately $49m) for ship design and brings<br />
the amount awarded for this project to date to US$194m. The<br />
total amount for this project, for which VT Halter Marine is the<br />
prime contractor, could exceed US$450m after Phase II is<br />
added to the contract.<br />
In shiprepair, the Marine sector clinched two contracts to<br />
convert existing vessels to seismic research vessels. One was<br />
a $17m contract to convert a fishing trawler for China National<br />
Petroleum Corporation‘s BGP, one of the world’s leading<br />
onshore geophysical service contractors in China, and the other<br />
was a $8m contract to convert a platform supply vessel for<br />
Seabird Exploration Norway AS.<br />
It also won a $32m contract for the modification and upgrading<br />
of a cutter suction dredger from its existing customer,<br />
Baggermaatschappij Boskalis BV, and launched the first<br />
two of the four feeder container vessels for Transworld Group.<br />
The last of the series of fi ve locally<br />
built frigates, RSS Supreme, was<br />
launched by Dr Ivy Ng (wife of Dr Ng<br />
Eng Hen, Minister for Manpower &<br />
2nd Minister for Defence).
81<br />
Operating Financial Review<br />
DYNAMICS AND RISK FACTORS OF THE BUSINESS<br />
INDUSTRY REVIEW<br />
As the ST <strong>Engineering</strong> Group expands its global presence,<br />
more influencers come into play and with varying impact.<br />
A negative development in one country may open doors in<br />
another. This off-setting of influencers lends stability to the<br />
Group and diversifies its earnings base, while the spread of<br />
businesses buffers each other, moderating extreme gyrations.<br />
Oil Prices<br />
Although oil prices eased to below US$60 level in late <strong>2006</strong>,<br />
they remained high relative to previous years and continued<br />
to exert pressure on bottom lines, particularly in the aviation<br />
industry. Many major airlines, some still recovering from<br />
9/11, also face a proliferation of Low Cost Carriers (LCC),<br />
which intensifies the competitive landscape. As a result,<br />
they may increase outsourcing as part of cost containment<br />
measures. This, together with the rise of LCCs, which generally<br />
do not have inhouse resources, benefits third party aircraft<br />
Maintenance, Repair and Overhaul (MRO) operators like<br />
ST Aerospace. Business from the low cost segment could<br />
augment work from the major airlines; the longer term concern<br />
is how the latter could further cap overheads.<br />
For the specialty vehicles business, high oil prices could<br />
similarly have a dampening effect. While there are no<br />
immediate pressures on profit margins, should this trend<br />
continue, there could be a cutback on infrastructural<br />
development, such as the construction of roads. In addition,<br />
oil is one of the components of asphalt, which is used in road<br />
paving, and this could lead to higher raw material costs, further<br />
exacerbating potential for reduced demand.<br />
Any slowdown in the US economy, combined with higher<br />
interest rates and oil prices, may have far reaching implications<br />
across industries, ranging from reduced infrastructure and<br />
property development to a shrinking of the aviation industry.<br />
High oil prices, however, do benefit oil producers who would<br />
have greater need for offshore support vessels and tankers,<br />
and this may benefit the Marine sector.<br />
Interest Rates<br />
The effect of interest rates on ST <strong>Engineering</strong>’s business is<br />
similar to that of oil. The Fed rates have been hovering at the<br />
5.25% level since the second half of <strong>2006</strong>, and any further<br />
hike would add to the cost of doing business. As the cost of<br />
doing business goes up, there could be cutbacks in investments<br />
or less appetite for business expansion. These could affect<br />
the demand for some of the Group’s products, such as road<br />
construction vehicles, and food and beverage vehicles.<br />
Given the Group’s net cash position, the negative impact of the<br />
higher borrowing interest rates is largely mitigated by the higher<br />
bank deposit rates.<br />
Raw Materials<br />
Like oil, the cost of steel eased in <strong>2006</strong>. The prices of steel<br />
and related materials, such as aluminium, could impact the<br />
Marine and specialty vehicles businesses. Locking in prices<br />
ahead of schedule, as well as capping our price offers based<br />
on a range of commodity prices, helps to mitigate the impact.<br />
Currency Fluctuations<br />
Fluctuations in the currencies of USD and Euro will be most felt<br />
as these are the Group’s export currencies.<br />
For USD denominated exports, weakness in USD relative to<br />
SGD could result in lower revenue. This negative impact would<br />
be partially cushioned by the lower SGD cost for materials and<br />
parts imports denominated in USD. Overall, this would have a<br />
negative impact on the bottom line. The currency fluctuation<br />
risk of the Group is mitigated by the Group’s diversified portfolio<br />
of operating units located in different countries with different<br />
functional currencies. It follows that losses from movements<br />
in one currency could be offset by gains from movements in<br />
another currency and vice versa.<br />
The Group’s newly acquired components business in Denmark<br />
and Norway, SAS Component, conducts business in Euros.<br />
The strength of the Euro could have a negative impact on<br />
the demand of components which SAS Component supplies,<br />
however, a stronger Euro could contribute to higher Group<br />
earnings when translated into SGD.
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 82<br />
Operating Financial Review<br />
Labour Supply<br />
Skilled labour is a concern in the Aerospace sector as there is<br />
a high demand for skilled technicians both in the US and in the<br />
growing China aviation industries. Training, manpower retention<br />
incentives and alternative sources of supply are some ways in<br />
which the Group overcomes this skilled labour shortage.<br />
Defence Spending<br />
Defence spending in <strong>Singapore</strong> has generally been increasing<br />
year on year. However, this does not necessarily translate into<br />
more orders from the <strong>Singapore</strong> Armed Forces (SAF). Like<br />
the armed forces of other countries, the SAF is purchasing in<br />
smaller quantities to keep pace with technological change.<br />
Technological advances also mean that new equipment, such<br />
as fighter jets and the ever more efficient commercial aircraft,<br />
require less maintenance in their early years.<br />
The <strong>Singapore</strong> government has introduced private-public<br />
partnerships, where public projects and services are<br />
outsourced to the private sector. This development brings new<br />
opportunities for the Group, particularly with its strong record in<br />
defence, government and public projects, ranging from transport<br />
and subway systems to homeland security and defence<br />
solutions. With emphasis on lowering total cost of ownership,<br />
the Group’s commercial business helps to bring commercially<br />
available technologies and practices into the defence business.<br />
In the US, the defence budget has also grown, in view of global<br />
geo-political unrest and the war on terror, including expenditure<br />
on homeland security. The US Navy has proposed increasing its<br />
current fleet to over 300 vessels, with US$8.9b requested for<br />
building seven new ships*, and the US Coast Guard‘s budget for<br />
2007 has allocated US$1.06b to the 25-year long Deepwater<br />
programme to upgrade its fleet.**<br />
Training in the defence sector is also employing simulation<br />
techniques and programmes, in addition to ground combat<br />
exercises.<br />
* source: American Shipbuilders dated March <strong>2006</strong><br />
** source: Defence News dated 9 October <strong>2006</strong><br />
Homeland Security<br />
As terrorism continues to be the scourge of world communities,<br />
governments are increasingly aware of the need for homeland<br />
protection technologies. This awareness will take time to be<br />
translated into budgets and implementation and, in the longer<br />
term, presents opportunities for sensor, biometrics, surveillance<br />
and monitoring technologies, as well as patrol vessels and fast<br />
interceptors to guard coastal waters.<br />
Similarly, some of the Group’s defence and homeland security<br />
products and technologies can be used in disaster recovery.<br />
Emerging Markets<br />
The Group’s continued global expansion and inroad into new<br />
markets – South America, Africa, the Middle East, Central<br />
Asia – will further diversify its business, making the Group less<br />
dependent on traditional markets. The new markets can also<br />
serve as lower cost manufacturing or procurement bases for the<br />
Group. They are also potential new businesses for the Group<br />
in terms of infrastructure, such as transportation networks and<br />
intelligent buildings.<br />
Free Trade Agreements, like the one between the Panama<br />
and <strong>Singapore</strong> governments, will further widen the scope of<br />
collaboration and economic exchange at various levels<br />
between nations.<br />
Disasters<br />
Being in new markets also exposes the Group to other risks,<br />
such as natural disasters and terrorism. For example, the<br />
Group’s Aerospace and Marine’s operations located along the<br />
Gulf Coast of the US are on hurricane watch each year from<br />
June to November, requiring preparedness and robust business<br />
continuity planning.<br />
In the aftermath of a disaster, recovery operations often field<br />
emergency response equipment and vehicles. Post disaster<br />
operations see the rebuilding of infrastructure as people’s<br />
lives slowly return to normal. New buildings, such as housing<br />
and schools, roads and other transportation systems benefit<br />
providers of expertise and equipment in these areas.<br />
RISK MANAGEMENT<br />
As the Group drives towards globalisation to expand its market,<br />
much effort has also been focused on the Group’s aim to build<br />
a robust risk management practice. Such practice allows the<br />
Group to align its risk appetite and strategy; to identify, manage<br />
and monitor key risks; and to allocate resources more efficiently.<br />
A clearer understanding of risks also enables risks to be taken<br />
knowingly and optimally. This would not only minimise surprises<br />
and losses, but also enhance the Group’s performance and<br />
competitiveness when faced with opportunities. The Group will
83<br />
Operating Financial Review<br />
continue to build a strong risk management culture as well as<br />
strengthen its existing risk management practices.<br />
• Risk Management Governance: The Group’s Risk Review<br />
Committee works with the management to ensure that the<br />
Group has adequately prioritised and addressed the risk<br />
management issues within the Group.<br />
• Risk <strong>Report</strong>ing Dashboard: A structured dashboard<br />
that provides an overview of risk profile as well as key<br />
risk indicators and risk incidents to management and the<br />
Risk Review Committee. It enables the monitoring of key<br />
risks and appropriate mitigating actions being taken on a<br />
timely basis.<br />
• Risk Management Infrastructure: Various enabling<br />
policies, methodologies, guides, checklists and IT<br />
applications are constantly being developed and improved<br />
in order to support the practice of risk management at both<br />
Group and business unit level.<br />
a) Strategic and Operational Risk<br />
The Group operates in 20 countries spread across the Asia<br />
Pacific, Europe, and North and South America. As part of the<br />
Group’s plan to grow its business internationally, it will continue<br />
to focus on increasing its operating activities and presence<br />
in Europe, Greater China and the US. In <strong>2006</strong>, 23% of the<br />
Group’s assets were in the US (2001: 5%). Revenue from<br />
customers located outside Asia increased from 26% of Group<br />
revenue in 2001 to 47% in <strong>2006</strong>.<br />
As part of its business strategy, the Group seeks to increase the<br />
proportion of its international business and customers, thereby<br />
achieving greater geographical diversification. Likewise, the<br />
Group also plans to raise the proportion of its commercial<br />
business while maintaining strong support towards the local<br />
defence business. The commercial business helps to bring<br />
commercially available technology and practices into the<br />
defence business, thereby allowing for more cost effective<br />
systems and solutions. A more diversified base of commercial<br />
and military customers will reduce the risk of customer<br />
concentration.<br />
b) Investment Risk<br />
The Group seeks to grow its businesses on three fronts:<br />
through organic growth of its existing capabilities and<br />
capacities; through development of new capabilities; and<br />
through acquisition or joint ventures of business entities or<br />
operating assets.<br />
Investment activities, ranging from the identification of targets<br />
to conducting due diligence, are supported by a dedicated<br />
team of investment professionals and augmented by external<br />
professionals for specialised services. The business proposals<br />
are guided by a given set of internal investment criteria,<br />
evaluated by senior management and endorsed by a Business<br />
Investment and Divestment Committee before seeking final<br />
Board approval.<br />
c) Interest Rate Risk<br />
The Group’s cash balances are placed with reputable banks,<br />
financial institutions and a related corporation. The Group<br />
manages its interest rate risk on its interest income by placing<br />
the cash balances in varying maturities and interest rate terms.<br />
For loans taken by the Group, long term interest rate swaps are<br />
taken to mitigate short term interest rate risk.<br />
06 47%<br />
01 26%<br />
06 23%<br />
01 5%<br />
Assets located in US<br />
Revenue from customers located outside Asia
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 84<br />
Operating Financial Review<br />
d) Foreign Exchange (FX) Risk<br />
The Group’s FX risk arises both from its subsidiaries operating<br />
in foreign countries, which generate revenue and incur costs<br />
denominated in foreign currencies, and from operations of its<br />
local subsidiaries which are transacted in foreign currencies.<br />
The Group enters into forward FX contracts to hedge against<br />
its FX risk resulting from anticipated sale and purchase<br />
transactions denominated in foreign currencies, primarily in<br />
Euro and USD.<br />
FOREIGN EXCHANGE<br />
1.90<br />
1.85<br />
1.80<br />
1.75<br />
1.70<br />
1.65<br />
1.60<br />
1.55<br />
1.50<br />
Jan 02<br />
Mar 02<br />
May 02<br />
Jul 02<br />
Sep 02<br />
Nov 02<br />
Jan 03<br />
Mar 03<br />
May 03<br />
Jul 03<br />
Sep 03<br />
Nov 03<br />
Jan 04<br />
Mar 04<br />
USD/SGD<br />
May 04<br />
Jul 04<br />
Sep 04<br />
Nov 04<br />
Jan 05<br />
Mar 05<br />
May 05<br />
Jul 05<br />
Sep 05<br />
Nov 05<br />
Jan 06<br />
Mar 06<br />
May 06<br />
Jul 06<br />
Sep 06<br />
Source: Bloomberg<br />
e) Derivative Financial Instrument Risk<br />
The Group uses forward FX and options to hedge its net<br />
foreign currency exposures in the management of FX risk.<br />
These derivative instruments are used for hedging and not for<br />
speculative transactions in foreign exchange.<br />
f) Market Risk<br />
The Group has investments in quoted equity shares and placed<br />
funds with fund management companies, with investments<br />
in quoted equity shares and bonds. The market value of<br />
these investments will fluctuate with market conditions. To<br />
mitigate market risk, the Group’s funds with fund managers are<br />
guaranteed 95% to 100% of their principal values at the end of<br />
the fund management period. Also, before a fund manager is<br />
allocated funds for management, its management capability and<br />
financial strength are carefully considered.<br />
Nov 06<br />
g) Liquidity Risk<br />
To manage liquidity risk, the Group monitors its net operating<br />
cash flow and maintains an adequate level of cash and cash<br />
equivalents and has secured committed funding facilities from<br />
financial institutions. In assessing the adequacy of these<br />
facilities, management reviews its working capital requirements.<br />
h) Credit Risk<br />
Credit risk, or the risk of counterparties defaulting, is managed<br />
through the application of credit approvals, credit limits and<br />
monitoring procedures. Where appropriate, the Company or its<br />
subsidiaries obtain collateral from customers or arrange master<br />
netting agreements. Cash terms, advance payments and letters<br />
of credit or bank guarantees are required for customers of<br />
lower credit standing.<br />
i) Acts of God and/or War Risk<br />
The Group manages this risk through the development of<br />
business continuity plans so as to ensure quick recovery and<br />
resumption of critical business functions after a disruption.<br />
These plans have been communicated and the management<br />
has gone through simulated exercise of these plans. Regular<br />
reviews of these plans are performed to ensure that they stay<br />
relevant. Most contracts signed also include force majeure<br />
clauses to mitigate risk from Acts of God.<br />
j) Legal and/or Political Risk<br />
Legal risk is managed through standardised contracts with<br />
terms and conditions that are pre-approved. Any deviation<br />
will be vetted and approved by appropriate party level of<br />
management. The management also vigilantly monitors the<br />
respective country’s business practices, environmental issues,<br />
political impact on the projects and overall business.<br />
k) Reputation Risk<br />
Recognising the importance of providing timely and key<br />
information to our stakeholders, the Group put in place a<br />
communications programme to ensure effective communication<br />
with our stakeholders at all times.
85<br />
Operating Financial Review<br />
SENSITIVITY ANALYSIS<br />
a) Interest Rate<br />
The Group’s cash and cash equivalents as well as funds under<br />
management are largely invested in fixed deposits and fixed<br />
income securities. Movements in interest rates will therefore<br />
have an impact on the interest and investment income for the<br />
Group. Based on the Group’s cash and cash equivalents of<br />
$1.2b as at end <strong>2006</strong>, a one percentage point movement in<br />
effective fixed deposit rates is estimated to result in an annual<br />
$12m change in interest income for the Group. Likewise, a<br />
one percentage point movement in effective borrowing rate<br />
is estimated to result in an annual $8.9m change in interest<br />
expense, based on the Group’s borrowings of $890m as at<br />
end <strong>2006</strong>.<br />
SHAREHOLDER RETURN<br />
Return On Equity<br />
The Return On Equity (ROE) improved 1.9 percentage points<br />
to 28.4% in <strong>2006</strong>, as a result of higher profit after tax and<br />
minority interests.<br />
02<br />
04 26.1%<br />
03 24.6%<br />
22.8%<br />
05<br />
06<br />
26.5%<br />
28.4%<br />
6<br />
INTEREST RATE (%)<br />
5<br />
RETURN ON EQUITY<br />
4<br />
3<br />
2<br />
1<br />
0<br />
Jan 02<br />
Apr 02<br />
Jul 02<br />
Oct 02<br />
Jan 03<br />
Apr 03<br />
Jul 03<br />
Oct 03<br />
Jan 04<br />
USD SIBOR (3 months)<br />
SGD SIBOR (3 months)<br />
Apr 04<br />
Jul 04<br />
Oct 04<br />
Jan 05<br />
Apr 05<br />
Jul 05<br />
Oct 05<br />
Jan 06<br />
Apr 06<br />
Jul 06<br />
Oct 06<br />
Source: Bloomberg<br />
Dividend Per Share (DPS) and Earnings Per Share (EPS)<br />
The proposed dividend for <strong>2006</strong> of $445.1m is higher than<br />
the 2005 dividend of $399.5m paid in April <strong>2006</strong>. The<br />
recommended <strong>2006</strong> dividend took into consideration the<br />
Group’s present cash position, positive cash flow generated<br />
from operations, and projected capital requirements. Payment<br />
of the dividends is subject to the approval of the shareholders<br />
of the Company at the coming AGM. The proposed <strong>2006</strong><br />
dividend of $445.1m represents 100% of the earnings<br />
for FY<strong>2006</strong>.<br />
b) Gross Profit Margin<br />
At the <strong>2006</strong> turnover of $4.49b, a one percentage point<br />
movement in the gross profit margin of the Group will lead<br />
to a $44.9m change in gross profit for the Group. The many<br />
different programmes undertaken across the Group, with their<br />
accompanying variations in margin, have the effect of reducing<br />
the Group-wide impact of specific project fluctuations.<br />
c) Others<br />
Other risk factors that have an impact on turnover and net<br />
profits tend to be sector or project specific. Hence, it is not<br />
practical to perform a sensitivity analysis in such instances.<br />
DIVIDEND/EARNINGS PER SHARE<br />
20 18.50<br />
15.11<br />
16<br />
11.30 12.39<br />
13.60<br />
12<br />
15.15<br />
12.26<br />
13.64<br />
11.47 11.29<br />
8<br />
4<br />
0<br />
02 03 04 05 06<br />
DPS EPS
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 86<br />
Operating Financial Review<br />
Total Shareholder Return for ST <strong>Engineering</strong> Shares<br />
In <strong>2006</strong>, ST <strong>Engineering</strong> shares generated a total shareholder<br />
return of 12.8% for its shareholders. This consists of 5.1% of<br />
dividend yield and 7.7% of capital gain for the period. Over the<br />
last four years, ST <strong>Engineering</strong> has been able to consistently<br />
generate good total shareholder returns for its shareholders<br />
with more than 5% of dividend yield and healthy appreciation<br />
in its share price.<br />
In 2007, the ST <strong>Engineering</strong> Board will adopt a dividend policy,<br />
which is based on a half yearly ordinary dividend payout, and<br />
plans to declare a first interim ordinary dividend payout<br />
starting from the announcement of the half year results<br />
ending 30 June 2007.<br />
To maximise shareholder value, management will continue<br />
its policy of paying a high level of dividends to return excess<br />
cash generated from the operations, provided the cash is not<br />
required for major investments in the future. These investments<br />
may include potential mergers and acquisitions and the<br />
building of new facilities and capabilities to expand the<br />
existing operations.<br />
Share Purchase Mandate<br />
In the coming EGM, the Company will again seek shareholders’<br />
approval to renew the Share Purchase Mandate for the<br />
purchase of up to 10% of the number of ordinary shares in<br />
the capital of the Company. The share purchase can be<br />
effected either through market purchases or off market<br />
purchases. The financial impact of various share purchase<br />
scenarios will be presented in a circular to members.<br />
The purpose of the Share Purchase Plan is to give the<br />
Company the flexibility to undertake the share purchase<br />
exercise expeditiously. The Share Purchase Plan provides the<br />
Company an alternate avenue to reward shareholders apart<br />
from the traditional dividend payment route.<br />
FINANCIAL REVIEW<br />
Treasury Policy and Capital Structure<br />
The Group’s Treasury Unit seeks to minimise the Group’s<br />
financial risk, to ensure sufficient liquidity to meet day-to-day<br />
operational needs and to invest the cash and cash equivalents<br />
within the guidelines approved by the Board of Directors.<br />
%<br />
30<br />
5.2%<br />
25<br />
22.7%<br />
20<br />
15<br />
5.7%<br />
14.2%<br />
10<br />
5<br />
0<br />
04 05 06<br />
Capital Gain Dividend Yield<br />
5.1%<br />
7.7%<br />
Cash and Foreign Exchange Management<br />
The Group adopts the strategy of centralised cash<br />
management, where the excess cash of its business entities<br />
are swept to the Treasury Unit, which centrally manages the<br />
investment of the funds. Similarly, the FX requirements of the<br />
business entities are managed centrally. The business entities<br />
hedge their material FX exposures arising from sales and/or<br />
purchases in currencies other than the functional currencies.<br />
Their FX requirements are matched internally by the Treasury<br />
Unit where feasible and this procedure enables the Group to<br />
offset and minimise FX risk within the Group. The Treasury<br />
Unit then hedges unmatched FX requirements with external<br />
counterparties.<br />
The aim of the Treasury Unit’s cash management and FX<br />
management strategies is to maximise the returns of the<br />
Group’s cash resources and to minimise FX exposures and<br />
associated costs. The most common financial instruments used<br />
to manage the FX exposures are forward FX contracts and<br />
currency options.
87<br />
Operating Financial Review<br />
Insurance<br />
Where appropriate, the Group manages its insurance risks<br />
on a Group basis to leverage its position with the general<br />
insurance market.<br />
The Group reviews its insurable risk profile continually<br />
and makes the necessary adjustments on risk retention to<br />
optimise the coverage and cost. This is done with advice<br />
and support from selected insurance brokers. Major group<br />
insurance policies include Industrial Special Risk, Liabilities<br />
and Workmen Compensation, designed to protect the Group<br />
against properties risk, liabilities for its products and services,<br />
and workplace accidents respectively. The aviation and marine<br />
businesses have specialised insurance programmes.<br />
The Group adopts a proactive strategy with advice and<br />
recommendations from insurance brokers to manage the<br />
insurance risk with specific risk management programmes<br />
covering the prevention of fire and the adoption of behaviour<br />
based safety practices, among others.<br />
Funding and Borrowings<br />
The Group funds its investments and operations through<br />
a mixture of shareholders’ funds, advance payments from<br />
customers, and some borrowings. Its borrowings amounted to<br />
$890m, about 57% of its shareholders’ funds.<br />
Long term borrowings amounted to $282m and the balance<br />
is of a short term nature. The long term borrowings comprise<br />
mainly terms loans taken by SAS Component and an Industrial<br />
Revenue Bond, issued by ST Mobile Aerospace <strong>Engineering</strong>,<br />
to fund the initial purchase of plant and machinery for the<br />
facilities located at Mobile, Alabama in 1990; both entities are<br />
subsidiaries of the Aerospace sector. The short term loans are<br />
denominated in USD at a floating rate that commensurates with<br />
the Group’s Aaa credit rating from Moody’s. The rationale of<br />
borrowing in USD is to create a natural currency hedge position<br />
for the Group’s investments denominated in the currency.<br />
The Group’s interest cover stays at a healthy 13 times, with a<br />
gross debt-to-equity ratio of 0.57.<br />
BORROWINGS ($m)<br />
608<br />
340<br />
282<br />
16<br />
06 05 06 05 06 05<br />
CASH FLOWS AND LIQUIDITY<br />
890<br />
356<br />
ST Borrowings LT Borrowings Total Borrowings<br />
Operating Activities<br />
In <strong>2006</strong>, the net cash generated from operating activities<br />
amounted to $460m. In 2005, the net cash generated from<br />
operating activities amounted to $303m. The improvement of<br />
$158m in FY<strong>2006</strong> in net cash from operating activities was<br />
largely due to higher operating profits and favourable working<br />
capital movements, with positive variances in trade debtors,<br />
advance payments to suppliers and other creditors, accruals<br />
and provisions, but these were partially offset by the negative<br />
variance in stocks and work-in-progress.<br />
Investing Activities<br />
The $369m net cash used in investing activities in FY<strong>2006</strong><br />
was lower by $66m compared to FY2005. This was mainly<br />
the result of much higher proceeds from the sale and maturity<br />
of investments, but these were partially offset by a higher cash<br />
outflow for the purchase of property, plant and equipment.<br />
Financing Activities<br />
The $143m net cash used in financing activities in FY<strong>2006</strong><br />
was lower than that of $184m in FY2005 by $41m. This was<br />
largely due to a higher cash inflow from bank loans, but this<br />
was partially offset by a higher cash outflow for the payment<br />
of dividend to shareholders and interest expense.
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 88<br />
Operating Financial Review<br />
CASH FLOW ($m)<br />
460<br />
303<br />
06 05 06 05<br />
East remain and the high oil prices are likely to persist and<br />
continue to be volatile. The risk of economic slowdown in the<br />
US and the re-emerged threat of a bird-flu pandemic continue<br />
to cause uncertainties in the global economy. As the Group<br />
continues its expansion into the global market, the impact<br />
of external risks on overall performance remains. Barring<br />
unforeseen circumstances, the Group expects to achieve a<br />
higher turnover and PBT in 2007.<br />
06 05<br />
Operating<br />
Activities<br />
Cash and Cash Equivalents<br />
As at 31 December <strong>2006</strong>, the Group’s cash and cash<br />
equivalents stood at $1.2b, comparable to that of FY2005.<br />
The cash and cash equivalents are centrally managed by the<br />
Treasury Unit and the majority of the funds were invested<br />
in liquid assets such as fixed deposits and placements with<br />
a related corporation. The cash and cash equivalents as at<br />
yearend is adequate to fund the committed and planned capital<br />
expenditure, as well as to service the Group’s borrowings.<br />
Notwithstanding the Group’s current positive cash and cash<br />
equivalents position, it has established short term financing<br />
facilities with various financial institutions for bridging finance.<br />
Such liquidity facilities can be tapped when requirements<br />
arise, in particular, for financing significant merger and<br />
acquisition deals.<br />
ACCOUNTING POLICIES<br />
The Group’s significant accounting policies are presented in<br />
Notes to the Financial Statements, Note 2 (pg 112 to 126).<br />
The Group has applied the same accounting policies and<br />
methods of computation in the preparation of the financial<br />
statements for the current reporting period compared with the<br />
audited financial statements as at 31 December 2005.<br />
PROSPECT FOR 2007<br />
(369) (435)<br />
(143) (184)<br />
Investing<br />
Activities<br />
Financing<br />
Activities<br />
The global economy in <strong>2006</strong> was shrouded with uncertainties<br />
caused by the high and volatile oil prices and the risk of a US<br />
economic slowdown. Fortunately, the economy ended the<br />
year relatively unscathed. Financial markets around the world<br />
started positively in 2007, with many stock market indices<br />
reaching record highs. The geo-political tensions in the Middle<br />
In the Aerospace sector, high fuel prices and intense<br />
competition, especially from LCCs, will continue to exert<br />
pressure on the cost structure of the aviation industry. This<br />
could facilitate MRO outsourcing trend, as legacy airlines are<br />
compelled to improve operating cost efficiency. The sector will<br />
focus on airframe heavy maintenance and modification work,<br />
Total Aviation Support and implementing the recently secured<br />
seven-year FedEx Express Passenger-to-Freighter conversion<br />
contract. It will set up the required capabilities to support<br />
the operation of Skybus Airlines in the US. Through SAS<br />
Component in Europe and the expanding component support<br />
operations, the sector will continue its efforts to increase<br />
its presence in the global components and material<br />
services market.<br />
With the enhanced simulation and digital media capabilities<br />
following the acquisition of MÄK <strong>Technologies</strong>, the Electronics<br />
sector will strengthen its market position and further broaden<br />
its customer base in 2007. iDirect will continue to extend the<br />
sector’s presence in the US and enable the sector to offer a full<br />
suite of satellite communications services globally.<br />
The Land Systems sector will continue its strategy of growing<br />
its international businesses by expanding its sales and<br />
distribution network, developing niche products and fostering<br />
local partnerships in the global market. The sector will<br />
continue to apply its engineering capabilities to its commercial<br />
automotive businesses, and create synergies and operating<br />
efficiencies from its specialty vehicles companies in the US<br />
and China.<br />
The Marine sector succeeded in securing a few large contracts<br />
last year. Coupled with ongoing projects, these will keep the<br />
yards in <strong>Singapore</strong> and the US well utilised in 2007. The US<br />
yards had resumed full operations in <strong>2006</strong> after the disruption<br />
caused by Hurricane Katrina in August 2005. Apart from<br />
seeking new contracts and developing new products, the<br />
sector will concentrate on delivering its commitments to the<br />
customers and continue to pursue business opportunities in the<br />
naval and government industries, and niche segments of the<br />
commercial market.
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 90<br />
Directors’ <strong>Report</strong> AS AT 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
We, the undersigned directors, on behalf of all the directors of the Company, submit this annual report to the members together with<br />
the audited financial statements of the Group and of the Company for the financial year ended 31 December <strong>2006</strong>.<br />
DIRECTORS<br />
The directors of the Company in office at the date of this report are as follows:<br />
Peter Seah Lim Huat<br />
Tan Pheng Hock<br />
Koh Beng Seng<br />
LG Ng Yat Chung<br />
Dr Tan Kim Siew<br />
Professor Lui Pao Chuen<br />
Winston Tan Tien Hin<br />
Lucien Wong Yuen Kuai<br />
Dr Philip Nalliah Pillai<br />
Quek Poh Huat<br />
Venkatachalam Krishnakumar<br />
BG Bernard Tan Kok Kiang<br />
(Chairman)<br />
(President and Chief Executive Officer)<br />
(Alternate Director to LG Ng Yat Chung)<br />
ARRANGEMENTS TO ENABLE DIRECTORS TO ACQUIRE SHARES OR DEBENTURES<br />
Except for the <strong>Singapore</strong> <strong>Technologies</strong> <strong>Engineering</strong> Executives’ Share Option Scheme, <strong>Singapore</strong> <strong>Technologies</strong> <strong>Engineering</strong> Share<br />
Option Plan and <strong>Singapore</strong> <strong>Technologies</strong> <strong>Engineering</strong> Performance Share Plan (collectively the “ST <strong>Engineering</strong> Share Plans”),<br />
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<br />
one of whose objects is, to enable the directors of the Company to acquire benefits by means of the acquisition of shares in or<br />
debentures of the Company or any other body corporate.<br />
DIRECTORS’ INTERESTS IN SHARES OR DEBENTURES<br />
Except as disclosed in this report, no director who held office at the end of the financial year had interests in shares or debentures<br />
of the Company or of related corporations either at the beginning (or date of appointment, if later) or at the end of the financial year.<br />
There were no changes in any of the directors’ interests in the Company between the end of the financial year and on 21 January<br />
2007.
91<br />
Directors’ <strong>Report</strong> AS AT 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
DIRECTORS’ INTERESTS IN SHARES OR DEBENTURES (continued)<br />
According to the register kept by the Company for the purposes of Section 164 of the <strong>Singapore</strong> Companies Act, Chapter 50,<br />
particulars of interests of directors who held office at the end of the financial year in shares or debentures in the Company and its<br />
related corporations were as follows:<br />
HOLDINGS IN THE NAME OF THE DIRECTOR,<br />
SPOUSE OR INFANT CHILDREN<br />
1 JANUARY <strong>2006</strong> OR DATE OF<br />
APPOINTMENT IF LATER 31 DECEMBER <strong>2006</strong><br />
The Company<br />
Ordinary Shares<br />
Tan Pheng Hock 85,864 173,364<br />
Professor Lui Pao Chuen 181,444 181,444<br />
Winston Tan Tien Hin 200,000 *1 315,000 *1<br />
Lucien Wong Yuen Kuai – 75,000<br />
Dr Philip Nalliah Pillai – 75,000<br />
Quek Poh Huat 763,228 813,728<br />
BG Bernard Tan Kok Kiang 9,164 9,164<br />
Related Corporations<br />
CEI Electronics Pte Ltd<br />
Ordinary Shares<br />
Winston Tan Tien Hin 47,520 47,520<br />
Chartered Semiconductor Manufacturing Ltd<br />
Ordinary Shares<br />
Tan Pheng Hock 7,000 7,000<br />
Koh Beng Seng 44,074 44,074<br />
Dr Tan Kim Siew 25,000 –<br />
Winston Tan Tien Hin – 20,000<br />
Global Crossing Limited<br />
Common Stock of US$0.01 each<br />
Peter Seah Lim Huat 750 1,785<br />
SembCorp Industries Ltd<br />
Ordinary Shares<br />
Peter Seah Lim Huat 140,000 N.A. *2<br />
Professor Lui Pao Chuen 66,189 N.A. *2<br />
Quek Poh Huat 34,676 N.A. *2<br />
BG Bernard Tan Kok Kiang 3,951 N.A. *2<br />
SembCorp Logistics Ltd<br />
Ordinary Shares<br />
Professor Lui Pao Chuen 105,070 N.A. *2<br />
SembCorp Marine Ltd<br />
Ordinary Shares<br />
Professor Lui Pao Chuen 60,000 N.A. *2
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 92<br />
Directors’ <strong>Report</strong> AS AT 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
DIRECTORS’ INTERESTS IN SHARES OR DEBENTURES (continued)<br />
HOLDINGS IN THE NAME OF THE DIRECTOR,<br />
SPOUSE OR INFANT CHILDREN<br />
1 JANUARY <strong>2006</strong> OR DATE OF<br />
APPOINTMENT IF LATER 31 DECEMBER <strong>2006</strong><br />
SIA <strong>Engineering</strong> Company Limited<br />
Ordinary Shares<br />
Professor Lui Pao Chuen 40,000 40,000<br />
<strong>Singapore</strong> Airlines Limited<br />
Ordinary Shares<br />
Professor Lui Pao Chuen 8,000 8,000<br />
Winston Tan Tien Hin 4,000 –<br />
Venkatachalam Krishnakumar 4,000 4,000<br />
BG Bernard Tan Kok Kiang 1,000 1,000<br />
<strong>Singapore</strong> Airport Terminal Services Ltd<br />
Ordinary Shares<br />
Professor Lui Pao Chuen 50,000 90,000<br />
<strong>Singapore</strong> Computer Systems Limited<br />
Ordinary Shares<br />
Quek Poh Huat 15,000 15,000<br />
BG Bernard Tan Kok Kiang 1,000 1,000<br />
<strong>Singapore</strong> Food Industries Limited<br />
Ordinary Shares<br />
Professor Lui Pao Chuen 20,000 20,000<br />
<strong>Singapore</strong> Telecommunications Limited<br />
Ordinary Shares<br />
Peter Seah Lim Huat 3,180 3,040<br />
Tan Pheng Hock 3,500 3,350<br />
Koh Beng Seng 1,600 1,520<br />
LG Ng Yat Chung 1,430 1,360<br />
Dr Tan Kim Siew 2,990 2,850<br />
Professor Lui Pao Chuen 3,370 3,210<br />
Winston Tan Tien Hin 105,223 *3 137,980 *4<br />
Lucien Wong Yuen Kuai 4,800 4,580<br />
Dr Philip Nalliah Pillai 49,800 47,320<br />
Quek Poh Huat 3,370 5,210<br />
BG Bernard Tan Kok Kiang 380 380<br />
SMRT Corporation Ltd<br />
Ordinary Shares<br />
Quek Poh Huat 8,000 8,000
93<br />
Directors’ <strong>Report</strong> AS AT 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
DIRECTORS’ INTERESTS IN SHARES OR DEBENTURES (continued)<br />
HOLDINGS IN THE NAME OF THE DIRECTOR,<br />
SPOUSE OR INFANT CHILDREN<br />
1 JANUARY <strong>2006</strong> OR DATE OF<br />
APPOINTMENT IF LATER 31 DECEMBER <strong>2006</strong><br />
SP AusNet<br />
Stapled Securities<br />
Quek Poh Huat 206,000 206,000<br />
SNP Corporation Ltd<br />
Ordinary Shares<br />
Winston Tan Tien Hin 54,494 *5 54,494 *5<br />
StarHub Ltd<br />
Ordinary Shares<br />
Peter Seah Lim Huat 60,000 133,720<br />
Tan Pheng Hock 32,000 27,430<br />
Venkatachalam Krishnakumar 20,000 17,144<br />
TeleChoice International Limited<br />
Ordinary Shares<br />
Peter Seah Lim Huat 50,000 50,000<br />
Tan Pheng Hock 30,000 30,000<br />
Vertex Technology Fund Ltd<br />
Ordinary Shares<br />
Winston Tan Tien Hin 10 10<br />
Vertex Technology Fund (II) Ltd<br />
Ordinary Shares<br />
Tan Pheng Hock 5 † 5 †<br />
Koh Beng Seng 15 15<br />
Winston Tan Tien Hin 20 20<br />
Redeemable Preference Shares<br />
Koh Beng Seng 15 15<br />
Winston Tan Tien Hin 20 20<br />
Vertex Investment (II) Ltd<br />
Ordinary Shares<br />
Professor Lui Pao Chuen 20 20
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 94<br />
Directors’ <strong>Report</strong> AS AT 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
DIRECTORS’ INTERESTS IN SHARES OR DEBENTURES (continued)<br />
1 JANUARY <strong>2006</strong><br />
OR DATE OF<br />
APPOINTMENT 31 DECEMBER EXERCISE<br />
IF LATER <strong>2006</strong> PRICE EXERCISABLE PERIOD<br />
$<br />
The Company<br />
Options to Subscribe for Ordinary Shares<br />
Peter Seah Lim Huat 89,000 89,000 1.92 13.8.2003 to 12.8.2007<br />
44,500 44,500 1.79 7.2.2004 to 6.2.2008<br />
40,500 40,500 1.86 12.8.2004 to 11.8.2008<br />
44,500 44,500 2.09 10.2.2005 to 9.2.2009<br />
44,500 44,500 2.12 11.8.2005 to 10.8.2009<br />
44,500 44,500 2.37 8.2.<strong>2006</strong> to 7.2.2010<br />
44,500 44,500 2.57 11.8.<strong>2006</strong> to 10.8.2010<br />
– 44,500 3.01 10.2.2007 to 09.2.2011<br />
– 44,500 2.84 11.8.2007 to 10.8.2011<br />
Tan Pheng Hock 5,000 5,000 1.29 8.8.2000 to 7.8.2008<br />
400,000 400,000 1.418 10.2.2001 to 9.2.2009<br />
5,000 5,000 2.00 11.8.2001 to 10.8.2009<br />
400,000 400,000 2.26 10.2.2002 to 9.2.2010<br />
225,000 225,000 2.72 20.2.2002 to 19.2.2011<br />
227,500 227,500 2.68 11.8.2002 to 10.8.2011<br />
175,000 175,000 2.29 8.2.2003 to 7.2.2012<br />
175,000 175,000 1.92 13.8.2003 to 12.8.2012<br />
200,000 200,000 1.79 7.2.2004 to 6.2.2013<br />
200,000 200,000 1.86 12.8.2004 to 11.8.2013<br />
200,000 200,000 2.09 10.2.2005 to 9.2.2014<br />
200,000 200,000 2.12 11.8.2005 to 10.8.2014<br />
200,000 200,000 2.37 8.2.<strong>2006</strong> to 7.2.2015<br />
200,000 200,000 2.57 11.8.<strong>2006</strong> to 10.8.2015<br />
– 200,000 3.01 10.2.2007 to 9.2.2016<br />
– 200,000 2.84 11.8.2007 to 10.8.2016<br />
Koh Beng Seng 19,500 19,500 2.09 10.2.2005 to 9.2.2009<br />
19,500 19,500 2.12 11.8.2005 to 10.8.2009<br />
27,500 27,500 2.37 8.2.<strong>2006</strong> to 7.2.2010<br />
27,500 27,500 2.57 11.8.<strong>2006</strong> to 10.8.2010<br />
– 27,500 3.01 10.2.2007 to 9.2.2011<br />
– 27,500 2.84 11.8.2007 to 10.8.2011<br />
Professor Lui Pao Chuen 21,500 21,500 1.79 7.2.2004 to 6.2.2008<br />
21,500 21,500 1.86 12.8.2004 to 11.8.2008<br />
21,500 21,500 2.09 10.2.2005 to 9.2.2009<br />
25,250 25,250 2.12 11.8.2005 to 10.8.2009<br />
29,000 29,000 2.37 8.2.<strong>2006</strong> to 7.2.2010<br />
– 29,000 3.01 10.2.2007 to 9.2.2011
95<br />
Directors’ <strong>Report</strong> AS AT 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
DIRECTORS’ INTERESTS IN SHARES OR DEBENTURES (continued)<br />
1 JANUARY <strong>2006</strong><br />
OR DATE OF<br />
APPOINTMENT 31 DECEMBER EXERCISE<br />
IF LATER <strong>2006</strong> PRICE EXERCISABLE PERIOD<br />
$<br />
The Company<br />
Options to Subscribe for Ordinary Shares<br />
Winston Tan Tien Hin 115,000 – 2.72 20.2.2002 to 19.2.<strong>2006</strong><br />
105,000 105,000 2.29 8.2.2003 to 7.2.2007<br />
56,500 56,500 1.79 7.2.2004 to 6.2.2008<br />
46,500 46,500 1.86 12.8.2004 to 11.8.2008<br />
48,500 48,500 2.09 10.2.2005 to 9.2.2009<br />
37,000 37,000 2.37 8.2.<strong>2006</strong> to 7.2.2010<br />
37,000 37,000 2.57 11.8.<strong>2006</strong> to 10.8.2010<br />
– 37,000 3.01 10.2.2007 to 9.2.2011<br />
– 37,000 2.84 11.8.2007 to 10.8.2011<br />
Lucien Wong Yuen Kuai 75,000 – 2.72 20.2.2002 to 19.2.<strong>2006</strong><br />
59,000 59,000 2.29 8.2.2003 to 7.2.2007<br />
23,500 23,500 1.79 7.2.2004 to 6.2.2008<br />
19,500 19,500 1.86 12.8.2004 to 11.8.2008<br />
19,500 19,500 2.09 10.2.2005 to 9.2.2009<br />
19,500 19,500 2.12 11.8.2005 to 10.8.2009<br />
19,500 19,500 2.37 8.2.<strong>2006</strong> to 7.2.2010<br />
19,500 19,500 2.57 11.8.<strong>2006</strong> to 10.8.2010<br />
– 21,500 3.01 10.2.2007 to 9.2.2011<br />
– 21,500 2.84 11.8.2007 to 10.8.2011<br />
Dr Philip Nalliah Pillai 75,000 – 2.72 20.2.2002 to 19.2.<strong>2006</strong><br />
62,000 62,000 2.29 8.2.2003 to 7.2.2007<br />
31,000 31,000 1.79 7.2.2004 to 6.2.2008<br />
29,000 29,000 1.86 12.8.2004 to 11.8.2008<br />
31,000 31,000 2.09 10.2.2005 to 9.2.2009<br />
31,000 31,000 2.12 11.8.2005 to 10.8.2009<br />
31,000 31,000 2.37 8.2.<strong>2006</strong> to 7.2.2010<br />
31,000 31,000 2.57 11.8.<strong>2006</strong> to 10.8.2010<br />
– 33,000 3.01 10.2.2007 to 9.2.2011<br />
– 33,000 2.84 11.8.2007 to 10.8.2011<br />
Quek Poh Huat 43,000 12,750 1.92 13.8.2003 to 12.8.2007<br />
35,000 14,750 1.79 7.2.2004 to 6.2.2008<br />
33,000 33,000 1.86 12.8.2004 to 11.8.2008<br />
33,000 33,000 2.09 10.2.2005 to 9.2.2009<br />
33,000 33,000 2.12 11.8.2005 to 10.8.2009<br />
33,000 33,000 2.37 8.2.<strong>2006</strong> to 7.2.2010<br />
33,000 33,000 2.57 11.8.<strong>2006</strong> to 10.8.2010<br />
– 33,000 3.01 10.2.2007 to 9.2.2011<br />
– 33,000 2.84 11.8.2007 to 10.8.2011
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 96<br />
Directors’ <strong>Report</strong> AS AT 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
DIRECTORS’ INTERESTS IN SHARES OR DEBENTURES (continued)<br />
1 JANUARY <strong>2006</strong><br />
OR DATE OF<br />
APPOINTMENT 31 DECEMBER EXERCISE<br />
IF LATER <strong>2006</strong> PRICE EXERCISABLE PERIOD<br />
$<br />
Venkatachalam Krishnakumar 25,250 25,250 2.37 8.2.<strong>2006</strong> to 7.2.2010<br />
25,250 25,250 2.57 11.8.<strong>2006</strong> to 10.8.2010<br />
– 25,500 3.01 10.2.2007 to 9.2.2011<br />
– 25,500 2.84 11.8.2007 to 10.8.2011<br />
Related Corporations<br />
Chartered Semiconductor Manufacturing Ltd<br />
Options to Subscribe for Ordinary Shares<br />
Peter Seah Lim Huat 23,443 23,443 3.46 22.2.2003 to 22.2.2007<br />
46,887 46,887 1.86 30.8.2003 to 30.8.2007<br />
40,000 40,000 0.72 28.2.2004 to 28.2.2008<br />
45,000 45,000 1.10 29.8.2004 to 29.8.2008<br />
85,000 85,000 1.70 27.2.2005 to 27.2.2009<br />
85,000 85,000 1.16 26.8.<strong>2006</strong> to 26.8.2010<br />
– 95,000 1.21 25.8.2007 to 25.8.2011<br />
Koh Beng Seng 5,860 – 4.05 28.3.2002 to 28.3.<strong>2006</strong><br />
11,721 – 4.26 15.8.2002 to 15.8.<strong>2006</strong><br />
29,304 29,304 1.86 30.8.2003 to 30.8.2007<br />
Global Crossing Limited<br />
Options to Purchase Common Shares of US$0.01 each<br />
Peter Seah Lim Huat 40,000 40,000 10.16 12.1.2005 to 11.1.2014<br />
PT Indosat Tbk<br />
Options to Subscribe for Ordinary Shares of Rp100 each<br />
Peter Seah Lim Huat 150,000 – 3702.6 1.8.2005 to 31.7.<strong>2006</strong><br />
SembCorp Industries Ltd<br />
Options to Subscribe for Ordinary Shares<br />
Peter Seah Lim Huat 140,000 N.A. *2 1.50 20.4.2002 to 19.4.<strong>2006</strong><br />
70,000 N.A. *2 1.54 8.5.2003 to 7.5.2007<br />
70,000 N.A. *2 0.93 18.10.2003 to 17.10.2007<br />
70,000 N.A. *2 1.09 3.6.2004 to 2.6.2008<br />
70,000 N.A. *2 1.24 19.11.2004 to 18.11.2008<br />
70,000 N.A. *2 1.30 18.5.2005 to 17.5.2009<br />
70,000 N.A. *2 1.47 23.11.2005 to 22.11.2009<br />
70,000 N.A. *2 2.68 2.7.<strong>2006</strong> to 1.7.2010<br />
70,000 N.A. *2 2.67 22.11.<strong>2006</strong> to 21.11.2010
97<br />
Directors’ <strong>Report</strong> AS AT 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
DIRECTORS’ INTERESTS IN SHARES OR DEBENTURES (continued)<br />
1 JANUARY <strong>2006</strong><br />
OR DATE OF<br />
APPOINTMENT 31 DECEMBER EXERCISE<br />
IF LATER <strong>2006</strong> PRICE EXERCISABLE PERIOD<br />
$<br />
SembCorp Marine Ltd<br />
Options to Subscribe for Ordinary Shares<br />
Tan Pheng Hock 20,000 N.A. *2 0.66 28.9.2002 to 27.9.<strong>2006</strong><br />
40,000 N.A. *2 0.90 8.11.2003 to 7.11.2007<br />
50,000 N.A. *2 0.99 9.8.2004 to 8.8.2008<br />
50,000 N.A. *2 1.04 11.8.2005 to 10.8.2009<br />
35,000 N.A. *2 2.96 12.8.<strong>2006</strong> to 11.8.2010<br />
StarHub Ltd<br />
Options to Subscribe for Ordinary Shares<br />
Peter Seah Lim Huat 37,500 – 0.88 30.11.2003 to 29.11.2007<br />
18,750 – 0.88 31.5.2004 to 30.5.2008<br />
18,750 6,250 0.88 29.11.2004 to 28.11.2008<br />
18,750 6,250 0.96 3.4.2005 to 2.4.2009<br />
18,750 12,500 0.985 27.11.2005 to 26.11.2009<br />
25,500 17,000 1.52 31.5.<strong>2006</strong> to 30.5.2010<br />
STT Communications Ltd<br />
Options to Subscribe for Ordinary Shares<br />
Peter Seah Lim Huat 2,000 – 0.50 29.6.2003 to 28.6.2012<br />
19,500 9,750 0.57 30.7.2004 to 29.7.2013<br />
130,000 65,000 1.08 29.7.2005 to 28.7.2014<br />
<strong>Singapore</strong> Telecommunications Limited<br />
Options to Subscribe for Ordinary Shares<br />
Quek Poh Huat 60,000 – 1.42 9.9.2003 to 9.9.2007<br />
1 JANUARY <strong>2006</strong><br />
OR DATE OF<br />
APPOINTMENT<br />
31 DECEMBER<br />
IF LATER <strong>2006</strong> VESTING PERIOD<br />
Global Crossing Limited<br />
Restricted Stock Units of US$0.01 each<br />
Peter Seah Lim Huat 6,750 5,625 8.3.2005 to 8.3.2009<br />
– 3,294 15.8.2007
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 98<br />
Directors’ <strong>Report</strong> AS AT 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
DIRECTORS’ INTERESTS IN SHARES OR DEBENTURES (continued)<br />
HOLDINGS IN THE NAME OF THE DIRECTOR,<br />
SPOUSE OR INFANT CHILDREN<br />
1 JANUARY <strong>2006</strong> OR DATE OF<br />
APPOINTMENT IF LATER 31 DECEMBER <strong>2006</strong><br />
The Company<br />
Conditional Award of 250,000 performance<br />
shares to be delivered after 2005<br />
Tan Pheng Hock 0 to 500,000 #1 –<br />
Conditional Award of 250,000 performance<br />
shares to be delivered after <strong>2006</strong><br />
Tan Pheng Hock 0 to 500,000 #2 0 to 500,000 #2<br />
Conditional Award of 250,000 performance<br />
shares to be delivered after 2007<br />
Tan Pheng Hock 0 to 375,000 #3 0 to 375,000 #3<br />
Conditional Award of 250,000 performance<br />
shares to be delivered after 2008<br />
Tan Pheng Hock – 0 to 375,000 #4<br />
*1 Includes deemed interest in 200,000 shares held in the name of Winmark Investments Pte Ltd, a company in which Winston<br />
Tan Tien Hin has a 50% interest.<br />
*2 SembCorp Industries Ltd, SembCorp Logistics Ltd and SembCorp Marine Ltd ceased to be related corporations of Temasek<br />
Holdings (Private) Limited during the financial year.<br />
*3 Includes deemed interest in 100,000 shares in <strong>Singapore</strong> Telecommunications Limited, held by Winmark Investments Pte Ltd,<br />
a company in which Winston Tan Tien Hin has a 50% interest.<br />
*4 Includes deemed interest in 133,000 shares in <strong>Singapore</strong> Telecommunications Limited, held by Winmark Investments Pte Ltd,<br />
a company in which Winston Tan Tien Hin has a 50% interest.<br />
*5 Includes deemed interest in 366 shares in SNP Corporation Ltd, held by Winmark Investments Pte Ltd, a company in which<br />
Winston Tan Tien Hin has a 50% interest.<br />
† Held in trust by a trustee company on behalf of a director.<br />
#1 The actual number of shares to be delivered will depend on the achievement of set targets over a three-year period from 2003<br />
to 2005. Achievement of targets below 80% target level will mean no performance shares will be delivered, while achievement<br />
up to 200% will mean up to twice the number of performance shares can be delivered. For this period, Mr Tan Pheng Hock<br />
was awarded 87,500 new shares on 20 February <strong>2006</strong> upon partial achievement of targets set. The balance of the conditional<br />
performance shares award covering the period from 2003 to 2005 has thus lapsed.<br />
#2 The actual number delivered will depend on the achievement of set targets over a three-year period from 2004 to <strong>2006</strong>.<br />
Achievement of targets below 80% target level will mean no performance shares will be delivered, while achievement up to<br />
200% will mean up to twice the number of performance shares can be delivered.
99<br />
Directors’ <strong>Report</strong> AS AT 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
DIRECTORS’ INTERESTS IN SHARES OR DEBENTURES (continued)<br />
#3 A minimum threshold performance over a three-year period from 2005 to 2007 is required for any performance shares to be<br />
released and the actual number of performance shares to be released is capped at 150% of the conditional award.<br />
#4 A minimum threshold performance over a three-year period from <strong>2006</strong> to 2008 is required for any performance shares to be<br />
released and the actual number of performance shares to be released is capped at 150% of the conditional award.<br />
DIRECTORS’ INTERESTS IN CONTRACTS<br />
Since the end of the previous financial year, no director has received or become entitled to receive a benefit (other than a benefit<br />
or any fixed salary of a full-time employee of the Company included in the aggregate amount of emoluments shown in the financial<br />
statements, or any emoluments received from related corporations and share options granted pursuant to the ST <strong>Engineering</strong> Share<br />
Plans) by reason of a contract made by the Company or a related corporation with the director or with a firm of which the director is<br />
a member, or with a company in which the director has a substantial financial interest, except for professional fees paid to a firm of<br />
which a director is a member as shown in the financial statements.<br />
SHARE PLANS<br />
The Executive Resource and Compensation Committee (“ERCC”) is responsible for administering the <strong>Singapore</strong> <strong>Technologies</strong><br />
<strong>Engineering</strong> Share Option Plan (“ESOP”), the <strong>Singapore</strong> <strong>Technologies</strong> <strong>Engineering</strong> Performance Share Plan (“PSP”) and the<br />
<strong>Singapore</strong> <strong>Technologies</strong> <strong>Engineering</strong> Restricted Stock Plan (collectively “Share Plans”).<br />
The Committee members are Mr Peter Seah Lim Huat (Chairman), Mr Venkatachalam Krishnakumar and Dr Philip Nalliah Pillai.<br />
Following approval of the new Share Plans by shareholders at the Extraordinary General Meeting held on 23 November 2000, the<br />
<strong>Singapore</strong> <strong>Technologies</strong> <strong>Engineering</strong> Executives’ Share Option Scheme (“ESOS”) was terminated.<br />
As at 31 December <strong>2006</strong>, no options have been granted to controlling shareholders of the Company or associates of the Company<br />
and no employees have received 5% or more of the total options available under the Share Plans.<br />
The number of options granted and accepted under the ESOP and the number of conditional awards under the PSP is within the<br />
15% limit allowed under the Share Plans.<br />
During the financial year, except as disclosed below, there were no options granted by the Company to any person to take up<br />
unissued shares of the Company:<br />
(a)<br />
Options granted under the ESOS/ESOP<br />
(i) During the financial year, the following options were granted under the ESOP:<br />
NO. OF SHARES<br />
GRANTED UNDER<br />
DATE OF GRANT EXERCISABLE PERIOD OPTIONS EXERCISE PRICE<br />
$<br />
9.2.<strong>2006</strong> 10.2.2007 to 9.2.2016 15,148,936 3.01<br />
9.2.<strong>2006</strong> 10.2.2007 to 9.2.2011 504,250 3.01<br />
10.8.<strong>2006</strong> 11.8.2007 to 10.8.2016 16,313,523 2.84<br />
10.8.<strong>2006</strong> 11.8.2007 to 10.8.2011 402,000 2.84
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 100<br />
Directors’ <strong>Report</strong> AS AT 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
SHARE PLANS (continued)<br />
(a) Options granted under the ESOS/ESOP (continued)<br />
(ii) The options granted to directors under the ESOS/ESOP are as follows:<br />
AGGREGATE OPTIONS<br />
GRANTED AND AGGREGATE OPTIONS<br />
OPTIONS GRANTED ACCEPTED SINCE EXERCISED SINCE AGGREGATE OPTIONS<br />
AND ACCEPTED DURING COMMENCEMENT OF COMMENCEMENT OF OUTSTANDING AS<br />
THE FINANCIAL YEAR ESOS/ESOP TO END ESOS/ESOP TO END AT END OF<br />
NAME OF PARTICIPANT UNDER REVIEW OF FINANCIAL YEAR OF FINANCIAL YEAR FINANCIAL YEAR<br />
Director of the Company<br />
ESOS<br />
Tan Pheng Hock – 1,699,864 889,864 810,000<br />
ESOP<br />
Peter Seah Lim Huat 89,000 441,000 – 441,000<br />
Tan Pheng Hock 400,000 2,402,500 – 2,402,500<br />
Koh Beng Seng 55,000 149,000 – 149,000<br />
Professor Lui Pao Chuen 29,000 147,750 – 147,750<br />
Winston Tan Tien Hin 74,000 519,500 115,000 404,500<br />
Lucien Wong Yuen Kuai 43,000 298,000 75,000 223,000<br />
Dr Philip Nalliah Pillai 66,000 387,000 75,000 312,000<br />
Quek Poh Huat 66,000 309,000 50,500 258,500<br />
Venkatachalam Krishnakumar 51,000 101,500 – 101,500<br />
(iii) In respect of options granted to employees of related corporations, no options were granted during the financial year.<br />
The total options granted from the commencement of the ESOS/ESOP to the end of the financial year is 631,479.<br />
(iv) The options granted by the Company do not entitle the holders of the options, by virtue of such holdings, to any right to<br />
participate in any share issue of any other company.<br />
(v) No share options had been offered at a discount during the financial year ended 31 December <strong>2006</strong>.<br />
(b)<br />
(c)<br />
Issue of shares under option<br />
During the financial year, 30,953,004 ordinary shares in the Company were issued pursuant to the exercise of options to take<br />
up unissued shares of the Company.<br />
PSP<br />
The PSP is established with the objective of motivating senior executives to strive for sustained long-term growth and<br />
performance in ST <strong>Engineering</strong> and its subsidiaries (“the ST <strong>Engineering</strong> Group”). Awards of performance shares are granted<br />
conditional on performance targets set based on the ST <strong>Engineering</strong> Group corporate objectives.<br />
Pursuant to the PSP, the ERCC has decided to grant awards on an annual basis, conditional on targets set for a performance<br />
period, currently prescribed to be a three-year performance period. The performance shares will only be released to the<br />
recipient at the end of the performance qualifying period. A specified number of performance shares shall be released by the<br />
ERCC to the recipient and the actual number of performance shares will depend on the achievement of set targets over the<br />
respective performance period. For achievements that are below 80% of these targets, no performance shares will be given<br />
while for achievements that exceed targets by more than 100%, more performance shares than the original award will be<br />
delivered up to a maximum of 200% of the conditional award.
101<br />
Directors’ <strong>Report</strong> AS AT 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
SHARE PLANS (continued)<br />
(c) PSP (continued)<br />
The medium-term stretched targets measured over a three-year performance period are set based on ST <strong>Engineering</strong> Group<br />
corporate objectives. The performance measures used in PSP grant up to financial year 2004 are ST <strong>Engineering</strong> Group Total<br />
Shareholders’ Return (“TSR”) against the MSCI Asia Pacific ex Japan Industrial Index, Value Added per Employment Cost and<br />
EVA Spread.<br />
Pursuant to the PSP for the financial year <strong>2006</strong>, conditional awards aggregating 2,450,000 performance shares were<br />
made to 40 key executives of the ST <strong>Engineering</strong> Group, as part of the incentives plan to motivate key executives of the ST<br />
<strong>Engineering</strong> Group. The key executives include Mr Tan Pheng Hock, an executive Director of the Board, who was conditionally<br />
awarded 250,000 performance shares. This conditional award is for the performance qualifying period of <strong>2006</strong> to 2008.<br />
With effect from financial year 2005, the performance measures are ST <strong>Engineering</strong> Group TSR against the MSCI Asia Pacific<br />
ex Japan Industrial Index, EVA Spread and EPS Growth.<br />
A minimum threshold performance is required for any performance share to be released and the actual number of<br />
performance shares to be released is capped at 150% of the conditional award.<br />
On 20 February <strong>2006</strong>, 805,000 new shares were awarded upon the partial achievement of one of the three targets set for<br />
a grant of conditional award relating to the performance cycle from 2003 to 2005. The balance of the conditional award<br />
covering the period from 2003 to 2005 has thus lapsed.<br />
The total number of shares in the remaining awards which are granted conditionally for the performance periods 2004 to<br />
<strong>2006</strong>, 2005 to 2007 and <strong>2006</strong> to 2008 respectively, not due to be released yet, total 6,740,000. Depending on the actual<br />
performance, the total release of awards will range from zero to a maximum of 11,175,000 shares.<br />
AUDIT COMMITTEE<br />
The Audit Committee comprises three independent non-executive directors, one of whom is also the Chairman of the Committee.<br />
The members of the Audit Committee at the date of this report are as follows:<br />
Koh Beng Seng<br />
Dr Philip Nalliah Pillai<br />
Venkatachalam Krishnakumar<br />
(Chairman)<br />
The financial statements, accounting policies and system of internal accounting controls are the responsibility of the Board of<br />
Directors acting through the Audit Committee. The Audit Committee met during the year to review the scope of the internal<br />
audit functions and the scope of work of the statutory auditors, and the results arising therefrom, including their evaluation of the<br />
system of internal controls. The Audit Committee also reviewed the assistance given by the Company’s officers to the auditors.<br />
The consolidated financial statements of the Group and the financial statements of the Company were reviewed by the Audit<br />
Committee prior to their submission to the directors of the Company for adoption.<br />
In addition, the Audit Committee has reviewed the requirements for approval and disclosure of interested person transactions,<br />
reviewed the procedures set up by the Group and the Company to identify and report and where necessary, seek approval for<br />
interested person transactions and, with the assistance of the internal auditors, reviewed interested person transactions.<br />
The Audit Committee has recommended to the Board of Directors that the auditors, Ernst & Young, be nominated for<br />
re-appointment as auditors at the forthcoming <strong>Annual</strong> General Meeting of the Company.
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 102<br />
Directors’ <strong>Report</strong> AS AT 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
AUDITORS<br />
Ernst & Young have expressed their willingness to accept re-appointment as auditors of the Company.<br />
On behalf of the Board of Directors<br />
Peter Seah Lim Huat<br />
Director<br />
Tan Pheng Hock<br />
Director<br />
<strong>Singapore</strong><br />
13 February 2007
103<br />
Statement by Directors<br />
We, Peter Seah Lim Huat and Tan Pheng Hock, being directors of <strong>Singapore</strong> <strong>Technologies</strong> <strong>Engineering</strong> Ltd, do hereby state that,<br />
in the opinion of the Directors:<br />
(a)<br />
(b)<br />
the financial statements set out on pages 105 to 195 are drawn up so as to give a true and fair view of the state of affairs of<br />
the Company and of the Group as at 31 December <strong>2006</strong>, and changes in equity of the Company and of the Group, the results<br />
of the business and cash flows of the Group for the year ended on that date; and<br />
at the date of this statement there are reasonable grounds to believe that the Company will be able to pay its debts as and<br />
when they fall due.<br />
On behalf of the Board of Directors<br />
Peter Seah Lim Huat<br />
Director<br />
Tan Pheng Hock<br />
Director<br />
<strong>Singapore</strong><br />
13 February 2007
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 104<br />
Independent Auditors’ <strong>Report</strong><br />
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF SINGAPORE TECHNOLOGIES ENGINEERING LTD<br />
We have audited the accompanying financial statements of <strong>Singapore</strong> <strong>Technologies</strong> <strong>Engineering</strong> Ltd (the “Company”) and its<br />
subsidiary companies (collectively the “Group”) set out on pages 105 to 195, which comprise the balance sheets of the Group and the<br />
Company as at 31 December <strong>2006</strong>, the statements of changes in equity of the Group and the Company, and the statement of profit<br />
and loss and cash flow statement of the Group for the year then ended, and a summary of significant accounting policies and other<br />
explanatory notes.<br />
Directors’ responsibility for the financial statements<br />
The Company’s directors are responsible for the preparation and fair presentation of these financial statements in accordance with<br />
<strong>Singapore</strong> Financial <strong>Report</strong>ing Standards. This responsibility includes: designing, implementing and maintaining internal control<br />
relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to<br />
fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in<br />
the circumstances.<br />
Auditors’ responsibility<br />
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance<br />
with <strong>Singapore</strong> Standards on Auditing. Those Standards require that we comply with ethical requirements and plan and perform the<br />
audit to obtain reasonable assurance whether the financial statements are free of material misstatement.<br />
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.<br />
The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the<br />
financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant<br />
to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate<br />
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit<br />
also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by<br />
directors, as well as evaluating the overall presentation of the financial statements.<br />
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.<br />
Opinion<br />
In our opinion,<br />
(a)<br />
(b)<br />
the consolidated financial statements of the Group and the balance sheet and statement of changes in equity of the Company<br />
are properly drawn up in accordance with the provisions of the <strong>Singapore</strong> Companies Act, Chapter 50 (the “Act”) and <strong>Singapore</strong><br />
Financial <strong>Report</strong>ing Standards so as to give a true and fair view of the state of affairs of the Group and of the Company as at<br />
31 December <strong>2006</strong> and changes in equity of the Group and of the Company, the results and cash flows of the Group for the<br />
financial year ended on that date; and<br />
the accounting and other records required by the Act to be kept by the Company and by those subsidiary companies<br />
incorporated in <strong>Singapore</strong> of which we are the auditors have been properly kept in accordance with the provisions of the Act.<br />
ERNST & YOUNG<br />
Certified Public Accountants<br />
<strong>Singapore</strong><br />
13 February 2007
105<br />
Balance Sheets AS AT 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars)<br />
GROUP<br />
COMPANY<br />
NOTE <strong>2006</strong> 2005 <strong>2006</strong> 2005<br />
$’000 $’000 $’000 $’000<br />
(Restated)<br />
Share capital and reserves<br />
Share capital 3 474,926 291,450 474,926 291,450<br />
Share premium – 117,197 – 117,197<br />
Capital reserve 4 115,948 115,948 – –<br />
Other reserves 5 13,973 52,957 11,917 1,974<br />
Unappropriated profit 6 960,654 915,246 530,676 396,815<br />
1,565,501 1,492,798 1,017,519 807,436<br />
Minority interests 142,883 49,058 – –<br />
1,708,384 1,541,856 1,017,519 807,436<br />
Property, plant and equipment 7 952,209 475,197 657 741<br />
Subsidiaries 8 – – 544,209 406,692<br />
Associated companies and joint ventures 9 294,145 281,963 50 50<br />
Investments 10 27,858 101,347 – –<br />
Intangible assets 11 556,711 344,682 – –<br />
Long-term receivables 12 5,203 15,329 – –<br />
Deferred tax assets 13 117,637 110,872 – –<br />
Current assets<br />
Stocks and work-in-progress 14 1,103,417 812,186 – –<br />
Trade debtors 15 858,211 665,466 – –<br />
Due from related corporations 16 516,440 898,703 238,783 275,133<br />
Advances and other debtors 17 229,039 242,562 199,172 122,530<br />
Long-term receivables, current 12 476 698 – 1<br />
Amounts under fund management 18 228,173 311,062 – –<br />
Bank balances and other liquid funds 19 624,723 306,328 145,655 47,406<br />
3,560,479 3,237,005 583,610 445,070<br />
Current liabilities<br />
Advance payments from customers, current 582,234 460,623 – –<br />
Creditors and accruals 22 1,338,928 1,142,937 50,078 38,023<br />
Provisions 23 184,911 177,064 – –<br />
Progress billings in excess of work-in-progress 14 298,938 291,304 – –<br />
Provision for taxation 213,931 208,764 6,644 6,904<br />
Short-term bank loans (unsecured) 24 595,850 323,594 – –<br />
Lease obligations, current 25 2,137 2,391 – –<br />
Long-term bank loans, current 29 6,859 9,430 – –<br />
Other loans, current 30 1,217 3,512 – –<br />
Bank overdrafts 1,737 731 – –<br />
3,226,742 2,620,350 56,722 44,927<br />
Net current assets 333,737 616,655 526,888 400,143<br />
Non-current liabilities<br />
Advance payments from customers, non-current 277,764 377,918 – –<br />
Deferred income 27 4,101 2,303 – –<br />
Deferred tax liabilities 28 15,190 7,751 285 190<br />
Lease obligations, non-current 25 9,113 12,201 – –<br />
Long-term bank loans, non-current 29 270,525 1,138 – –<br />
Other loans, non-current 30 2,423 2,878 – –<br />
Due to a subsidiary 31 – – 54,000 –<br />
1,708,384 1,541,856 1,017,519 807,436<br />
The accompanying notes are an integral part of the fi nancial statements.
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 106<br />
Statement of Profit and Loss FOR THE YEAR ENDED 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars)<br />
GROUP<br />
NOTE <strong>2006</strong> 2005<br />
$’000 $’000<br />
Turnover 32 4,485,758 3,337,895<br />
Cost of sales (3,453,961) (2,621,679)<br />
Gross profit 1,031,797 716,216<br />
Other operating income 33 88,134 54,847<br />
Distribution and selling expenses (116,635) (54,399)<br />
Administrative expenses (383,034) (226,546)<br />
Other operating expenses (74,501) (45,775)<br />
Profit from continuing operations before taxation,<br />
other income and financial expenses 34 545,761 444,343<br />
Other income, net 37 9,340 20,921<br />
Financial expenses 38 (42,252) (7,952)<br />
512,849 457,312<br />
Share of results of associated companies and joint ventures 51,490 45,933<br />
Profit from continuing operations before taxation 564,339 503,245<br />
Taxation 39 (108,895) (91,993)<br />
Profit from continuing operations after taxation 455,444 411,252<br />
Attributable to:<br />
Shareholders of the Company 445,127 396,308<br />
Minority interests 10,317 14,944<br />
455,444 411,252<br />
Earnings per share (cents) 41<br />
Basic 15.15 13.64<br />
Diluted 15.00 13.54<br />
The accompanying notes are an integral part of the fi nancial statements.
107<br />
Statements of Changes in Equity FOR THE YEAR ENDED 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars)<br />
SHARE SHARE CAPITAL OTHER RETAINED MINORITY TOTAL<br />
CAPITAL PREMIUM RESERVE RESERVES EARNINGS TOTAL INTERESTS EQUITY<br />
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000<br />
The Group<br />
At 1.1.2005 289,217 76,602 115,948 47,545 878,840 1,408,152 37,936 1,446,088<br />
Net fair value changes on<br />
available-for-sale financial assets – – – (1,931) – (1,931) – (1,931)<br />
Net fair value changes on<br />
cash flow hedges – – – (2,550) – (2,550) – (2,550)<br />
Foreign currency translation<br />
differences – – – 1,223 – 1,223 (61) 1,162<br />
Net income recognised directly<br />
in equity – – – (3,258) – (3,258) (61) (3,319)<br />
Net profit for the year – – – – 396,308 396,308 14,590 410,898<br />
Total recognised net income<br />
for the year – – – (3,258) 396,308 393,050 14,529 407,579<br />
Issue of shares 2,233 40,595 – – – 42,828 – 42,828<br />
Dilution of interest in a subsidiary – – – – – – (3,440) (3,440)<br />
Acquisition of subsidiaries – – – – – – 1,016 1,016<br />
Capital contribution – – – – – – 10,703 10,703<br />
Cost of share-based payment – – – 8,537 – 8,537 3 8,540<br />
Dividends (Note 40) – – – – (359,769) (359,769) (11,689) (371,458)<br />
Transfer from unappropriated<br />
profit to statutory reserve – – – 133 (133) – – –<br />
At 31.12.2005 291,450 117,197 115,948 52,957 915,246 1,492,798 49,058 1,541,856<br />
At 1.1.<strong>2006</strong> 291,450 117,197 115,948 52,957 915,246 1,492,798 49,058 1,541,856<br />
Transfer from share premium<br />
account to share capital upon<br />
implementation of the<br />
Companies (Amendment)<br />
Act 2005 117,197 (117,197) – – – – – –<br />
Net fair value changes on<br />
available-for-sale financial assets – – – (14,542) – (14,542) – (14,542)<br />
Net fair value changes on<br />
cash flow hedges – – – (879) – (879) – (879)<br />
Foreign currency translation<br />
differences – – – (33,321) – (33,321) 4,196 (29,125)<br />
Net income recognised directly<br />
in equity – – – (48,742) – (48,742) 4,196 (44,546)<br />
Net profit for the year – – – – 445,127 445,127 10,038 455,165<br />
Total recognised net income<br />
for the year – – – (48,742) 445,127 396,385 14,234 410,619<br />
Issue of shares 66,279 – – – – 66,279 – 66,279<br />
Acquisition of subsidiaries – – – – – – 89,616 89,616<br />
Acquisition of additional interest<br />
in a subsidiary – – – – – – 80 80<br />
Capital contribution – – – – – – 4,971 4,971<br />
Cost of share-based payment – – – 9,431 – 9,431 80 9,511<br />
Dividends (Note 40) – – – – (399,473) (399,473) (15,191) (414,664)<br />
Revaluation surplus – – – 81 – 81 35 116<br />
Transfer from unappropriated profit<br />
to statutory reserve – – – 246 (246) – – –<br />
At 31.12.<strong>2006</strong> 474,926 – 115,948 13,973 960,654 1,565,501 142,883 1,708,384
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 108<br />
Statements of Changes in Equity FOR THE YEAR ENDED 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars)<br />
SHARE-BASED<br />
SHARE SHARE PAYMENT RETAINED<br />
CAPITAL PREMIUM RESERVE EARNINGS TOTAL<br />
$’000 $’000 $’000 $’000 $’000<br />
The Company<br />
At 1.1.2005 289,217 76,602 526 358,914 725,259<br />
Net profit for the year – – – 397,670 397,670<br />
Total recognised net income for the year – – – 397,670 397,670<br />
Issue of shares 2,233 40,595 – – 42,828<br />
Cost of share-based payment – – 1,448 – 1,448<br />
Dividends (Note 40) – – – (359,769) (359,769)<br />
At 31.12.2005 291,450 117,197 1,974 396,815 807,436<br />
At 1.1.<strong>2006</strong> 291,450 117,197 1,974 396,815 807,436<br />
Transfer from share premium account to share<br />
capital upon implementation of the<br />
Companies (Amendment) Act 2005 117,197 (117,197) – – –<br />
Net profit for the year – – – 533,334 533,334<br />
Total recognised net income for the year – – – 533,334 533,334<br />
Issue of shares 66,279 – – – 66,279<br />
Cost of share-based payment – – 9,943 – 9,943<br />
Dividends (Note 40) – – – (399,473) (399,473)<br />
At 31.12.<strong>2006</strong> 474,926 – 11,917 530,676 1,017,519<br />
The accompanying notes are an integral part of the fi nancial statements.
109<br />
Consolidated Statement of Cash Flows FOR THE YEAR ENDED 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars)<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Cash flows from operating activities<br />
Profit before taxation including share of results of associated companies and joint ventures 564,339 503,245<br />
Adjustments:<br />
Share of results of associated companies and joint ventures (51,490) (45,933)<br />
Depreciation of property, plant and equipment 130,676 79,092<br />
Provision for impairment in value of investments 8,428 3,905<br />
Provision for impairment in value of associated companies and joint ventures 4,865 700<br />
Property, plant and equipment written off 10,942 372<br />
Impairment of property, plant and equipment 297 12,213<br />
Gain on disposal of property, plant and equipment (11) (1,241)<br />
Gain on dilution of interest in an associated company (571) –<br />
Gain on disposal of investments (35,701) (13,199)<br />
Short-term loans from minority shareholders forgiven (2,766) –<br />
Profit on maturity of amounts under fund management (6,491) (6,947)<br />
Negative goodwill written off (615) –<br />
Write-back of provision for loan to an investee company – (821)<br />
Share-based payment expense 9,885 8,540<br />
Changes in fair value of financial instruments and hedged items 155 (657)<br />
Interest expense 42,252 7,952<br />
Interest income (40,151) (30,610)<br />
Dividends from investments (10,291) (3,012)<br />
Impairment of goodwill 8,135 4,483<br />
Amortisation of other intangible assets 5,135 1,522<br />
Impairment/(write-back of impairment) of other intangible assets 818 (234)<br />
Operating profit before working capital changes 637,840 519,370<br />
(Increase)/decrease in:<br />
Stocks and work-in-progress (172,836) (82,942)<br />
Progress billings in excess of work-in-progress 7,634 49,502<br />
Assets held for disposal – 17,374<br />
Trade debtors (78,653) (123,228)<br />
Advance payments to suppliers 26,613 (5,181)<br />
Other debtors, deposits and prepayments (427) (24,263)<br />
Holding company and related corporations balances 1,150 2,430<br />
Associated companies (185) (5,537)<br />
Joint ventures 18,912 (3,567)<br />
Trade creditors 4,287 (4,648)<br />
Advance payments from customers 17,309 10,624<br />
Other creditors, accruals and provisions 47,461 3,095<br />
Loans to staff and third parties, net of repayments 97 5,792<br />
Cash generated from operations 509,202 358,821<br />
Interest received 40,905 29,491<br />
Income tax paid (95,193) (83,416)<br />
Deferred income 1,798 243<br />
Exchange difference on operating activities 3,690 (1,626)<br />
Net cash from operating activities 460,402 303,513
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 110<br />
Consolidated Statement of Cash Flows FOR THE YEAR ENDED 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars)<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Cash flows from investing activities<br />
Proceeds from sale of property, plant and equipment 1,709 1,614<br />
Dividends from associated companies 48,237 45,262<br />
Dividends from investments 10,291 3,012<br />
Proceeds from sale and maturity of investments 166,545 15,714<br />
Proceeds from convertible loan/promissory note redemption – 4,872<br />
Purchase of property, plant and equipment (197,143) (117,535)<br />
Purchase of investments (880) (73,695)<br />
Proceeds from capital redemption of investments 170 238<br />
Loan to an investee company (140) (1,136)<br />
Additional investment/acquisition of associated companies and joint ventures (34,258) (12,293)<br />
Acquisition of other intangible assets (3,466) (10)<br />
Acquisition of subsidiaries (363,534) (298,471)<br />
Acquisition of additional interest in subsidiaries (1,669) –<br />
Dilution of interest in subsidiaries – (963)<br />
Loans to associated companies and joint ventures (1,235) (185)<br />
Exchange difference on investing activities 6,600 (1,542)<br />
Net cash used in investing activities (368,773) (435,118)<br />
Cash flows from financing activities<br />
Capital contribution from minority shareholders of subsidiaries 233 2,231<br />
Proceeds from issue of shares 65,905 42,781<br />
Loan from minority shareholders 43 1,549<br />
Repayment of other loans (923) (79)<br />
Repayment of lease obligations, net (2,245) (476)<br />
Proceeds from bank loans, net 261,082 147,208<br />
Dividend paid to shareholders of the Company (399,473) (359,769)<br />
Dividend paid to minority shareholders of subsidiaries (15,191) (11,689)<br />
Interest paid (36,979) (7,556)<br />
Exchange difference on financing activities (15,102) 1,762<br />
Net cash used in financing activities (142,650) (184,038)<br />
Net decrease in cash and cash equivalents (51,021) (315,643)<br />
Cash and cash equivalents at beginning of year 1,198,248 1,515,661<br />
Exchange difference on cash and cash equivalents at beginning of year (12,757) (1,770)<br />
Cash and cash equivalents at end of year (Note 43) 1,134,470 1,198,248
111<br />
Consolidated Statement of Cash Flows FOR THE YEAR ENDED 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars)<br />
Summary of Effect on Acquisition of Interest in Subsidiaries:<br />
In <strong>2006</strong>, the fair value of the identifiable assets and liabilities of the subsidiaries acquired (as disclosed in Note 8(b)) and the effect<br />
thereof as at the date of acquisition were as follows:<br />
CARRYING<br />
RECOGNISED ON AMOUNT BEFORE<br />
ACQUISITION COMBINATION<br />
$’000 $’000<br />
Property, plant and equipment 406,526 406,526<br />
Deferred tax assets 18,783 16,675<br />
Intangible assets 46,572 18,585<br />
Stocks and work-in-progress 115,970 115,849<br />
Debtors, deposits and prepayment 136,863 136,539<br />
Cash and cash equivalents 64,132 64,132<br />
Other non-current assets 312 312<br />
789,158 758,618<br />
Creditors and accruals (197,635) (195,494)<br />
Provisions (2,369) (2,369)<br />
Provision for taxation (973) (973)<br />
Deferred tax liabilities (10,771) (136)<br />
Other non-current liabilities (259,580) (259,580)<br />
(471,328) (458,552)<br />
Net identifiable assets 317,830 300,066<br />
Goodwill arising on consolidation 207,479<br />
Negative goodwill written off (615)<br />
524,694<br />
Minority interests (89,616)<br />
Total purchase consideration 435,078<br />
Cost of acquisitions:<br />
Cash paid in prior year 912<br />
Reclassification from investment in a joint venture 6,500<br />
Cash paid in current year 427,666<br />
435,078<br />
Cash outflow on acquisitions:<br />
Cost of acquisitions (427,666)<br />
Net cash acquired with the subsidiaries 64,132<br />
Net cash outflow on acquisition (363,534)<br />
Included in the carrying amount before combination are the assets and liabilities of SAS Component Group A/S, VT LeeBoy,<br />
Inc., MÄK <strong>Technologies</strong>, Inc. and the group of companies under Brightspot Interactive Learning Pte. Ltd. and PM-B Pte Ltd. The<br />
purchase price allocation of these subsidiaries to goodwill, intangible assets (excluding goodwill) and other assets is currently being<br />
assessed and is expected to be finalised within 12 months from the date of acquisition in Note 8(b).<br />
From the dates of acquisitions, the acquired subsidiaries have contributed $3.5 million in losses to the net profit of the Group. If the<br />
acquisitions had taken place at the beginning of the year, the turnover and net profit of the Group would have been $4.6 billion and<br />
$447.4 million respectively.<br />
The accompanying notes are an integral part of the fi nancial statements.
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 112<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
These notes form an integral part of and should be read in conjunction with the accompanying financial statements.<br />
1. GENERAL<br />
The Company is a public limited company domiciled and incorporated in <strong>Singapore</strong>. The address of the Company’s registered<br />
office and principal place of business is 51 Cuppage Road #09-08, StarHub Centre, <strong>Singapore</strong> 229469.<br />
The Company’s immediate and ultimate holding company is Temasek Holdings (Private) Limited, a company incorporated in<br />
<strong>Singapore</strong>.<br />
The principal activities of the Company, are those of an investment holding company and the provision of engineering and<br />
related services. The principal activities of the subsidiaries are set out in Note 8 to the financial statements.<br />
The financial statements of <strong>Singapore</strong> <strong>Technologies</strong> <strong>Engineering</strong> Ltd and the consolidated financial statements of <strong>Singapore</strong><br />
<strong>Technologies</strong> <strong>Engineering</strong> Ltd and its subsidiaries as at 31 December <strong>2006</strong> and for the year then ended were authorised and<br />
approved by the Board of Directors for issuance on 13 February 2007.<br />
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES<br />
(a) Basis of financial statements preparation<br />
The financial statements are prepared in accordance with <strong>Singapore</strong> Financial <strong>Report</strong>ing Standards (“FRS”) as required by<br />
the <strong>Singapore</strong> Companies Act, Chapter 50.<br />
The financial statements have been prepared on the historical cost convention, except for derivative financial instruments<br />
and held for trading and available-for-sale financial assets that have been measured at their fair values.<br />
The carrying values of recognised assets and liabilities that are designated as hedged items in a fair value hedge are<br />
adjusted to record the gain or loss on the hedged items attributable to the hedged risks.<br />
The financial statements are presented in <strong>Singapore</strong> dollars and all values are rounded to the nearest thousand ($’000)<br />
except when otherwise indicated.<br />
The accounting policies have been consistently applied by the Company and the Group and except for changes in<br />
accounting policies discussed in Note 2(z), are consistent with those used in the previous year.<br />
(b) Basis of consolidation<br />
(i) Subsidiaries<br />
A subsidiary is an entity over which the Group has the power to govern the financial and operating policies so as to<br />
obtain benefits from its activities. The Group generally has such power when it, directly or indirectly, holds more than<br />
50% of the issued share capital, or controls more than half of the voting power, or controls the composition of the<br />
board of the directors.<br />
In the Company’s separate financial statements, investments in subsidiaries are accounted for at cost less impairment<br />
losses.<br />
(ii) The consolidated financial statements include the financial statements of the Company and its subsidiaries made up to<br />
the end of the financial year. The results of subsidiaries acquired or disposed of during the financial year are included<br />
from the effective date of acquisition or up to the effective date of disposal. All significant inter-company balances and<br />
transactions are eliminated on consolidation.<br />
In the consolidated financial statements, subsidiaries are accounted for using the purchase method, except for<br />
the Company’s interests in <strong>Singapore</strong> <strong>Technologies</strong> Aerospace Ltd, <strong>Singapore</strong> <strong>Technologies</strong> Electronics Limited,<br />
<strong>Singapore</strong> <strong>Technologies</strong> Kinetics Ltd, and <strong>Singapore</strong> <strong>Technologies</strong> Marine Ltd [collectively referred to as the “Scheme<br />
Companies”] which resulted from the amalgamation of the Scheme Companies pursuant to a scheme of arrangement<br />
under Section 210 of the Companies Act, Chapter 50 in 1997.
113<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)<br />
(b) Basis of consolidation (continued)<br />
As the amalgamation of the Scheme Companies constitutes a uniting of interests, the pooling of interests method has<br />
been adopted in the preparation of the consolidated financial statements in connection with the amalgamation.<br />
Under the pooling of interests method, the combined assets, liabilities and reserves of the pooled enterprises are<br />
recorded at their existing carrying amounts at the date of amalgamation. The excess or deficiency of amount recorded<br />
as share capital issued (plus any additional consideration in the form of cash or other assets) over the amount<br />
recorded for the share capital acquired is recorded as merger reserve. The merger reserve had been utilised in prior<br />
years to partially write off the goodwill on acquisition of Founders Industries Pte Ltd and its subsidiaries.<br />
Minority interests represent the portion of profit or loss and net assets in subsidiaries not held by the Group. They are<br />
presented in the consolidated balance sheet within equity, separately from the parent shareholders’ equity, and are<br />
separately disclosed in the consolidated statement of profit and loss.<br />
(iii) The Group adopts the equity method to account for its interests in associated companies and joint ventures.<br />
The Group’s share of the post-acquisition results of associated companies and joint ventures is included in the<br />
consolidated statement of profit and loss. The Group’s share of the post-acquisition accumulated profits and reserves<br />
of associated companies and joint ventures is included in the carrying value of the investments in the consolidated<br />
balance sheet.<br />
For this purpose, the audited financial statements of the associated companies and joint ventures are used. Where<br />
audited financial statements are not available, the share of results is arrived at from the last audited financial<br />
statements available and unaudited management financial statements to the end of the accounting period.<br />
(iv) Goodwill or reserve on consolidation represents the excess or deficiency of the purchase consideration over the fair<br />
value (assigned by the directors) of the underlying net assets of the subsidiaries, associated companies and joint<br />
ventures at the date of acquisition. Following initial recognition, goodwill is measured at cost less any accumulated<br />
impairment losses. Goodwill is reviewed for impairment, annually or more frequently if events or changes in<br />
circumstances indicate that the carrying value may be impaired.<br />
For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date,<br />
allocated to each of the Group’s cash-generating units, or groups of cash-generating units, that are expected to<br />
benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the Group are<br />
assigned to those units or groups of units. Each unit or group of units to which the goodwill is so allocated:<br />
• represents the lowest level within the Group at which the goodwill is monitored for internal management purposes;<br />
and<br />
• is not larger than a segment based on the Group’s reporting format determined in accordance with FRS 14<br />
Segment <strong>Report</strong>ing.<br />
Impairment is determined by assessing the recoverable amount of the cash-generating unit (group of cash-generating<br />
units), to which the goodwill relates. Where the recoverable amount of the cash-generating unit (group of cashgenerating<br />
units) is less than the carrying amount, an impairment loss is recognised. Impairment losses recognised<br />
in respect of cash-generating unit (group of cash-generating units) are allocated first to reduce the carrying amount<br />
of any goodwill allocated to cash-generating unit (group of cash-generating units) and then, to reduce the carrying<br />
amount of the other assets in the cash-generating unit (group of cash-generating units) on a pro-rata basis.
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 114<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)<br />
(b) Basis of consolidation (continued)<br />
Where goodwill forms part of a cash-generating unit (group of cash-generating units) and part of the operation<br />
within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying<br />
amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this<br />
circumstance is measured based on the relative values of the operation disposed of and the portion of the cashgenerating<br />
unit retained.<br />
Any excess of the Group’s interest in the net fair value of identifiable assets, liabilities and contingent liabilities over<br />
the cost of business combination is recognised in the statement of profit and loss on the date of acquisition.<br />
(v) In the preparation of the consolidated financial statements, the balance sheets of foreign subsidiaries, associated<br />
companies and joint ventures are translated into <strong>Singapore</strong> dollars at rates of exchange ruling at the balance sheet<br />
date except for share capital and reserves which are translated at historical rates of exchange. Operating results<br />
are translated at average rates of exchange for the year. Translation differences are taken to the Foreign Currency<br />
Translation Reserve.<br />
Goodwill and fair value adjustments arising from the acquisition of a foreign subsidiary are treated as assets or<br />
liabilities and translated at exchange rates ruling at the balance sheet date.<br />
(c) Investments in associated companies and joint ventures<br />
The Group’s investment in its associated companies and joint ventures is accounted for under the equity method of<br />
accounting.<br />
An associated company is a company not being a subsidiary or joint venture, in which the Group has a substantial interest<br />
of not less than 20 percent of the equity and in whose financial and operating policy decisions the Group exercises<br />
significant influence.<br />
A joint venture is a company, not being a subsidiary or associated company, in which the Group has a long-term interest of<br />
not more than 50 percent of the equity and has joint control over the investee company’s financial and operating policies.<br />
Under the equity method, the investment in the associated company/joint venture is carried in the balance sheet at cost<br />
plus post-acquisition changes in the Group’s share of net assets of the associated company/joint venture. Goodwill<br />
relating to an associated company is included in the carrying amount of the investment and is not amortised. After<br />
application of the equity method, the Group determines whether it is necessary to recognise any additional impairment<br />
loss with respect to the Group’s net investment in the associated company/joint venture. The statement of profit and loss<br />
reflects the share of the results of operations of the associated company/joint venture. Where there has been a change<br />
recognised directly in the equity of the associated company/joint venture, the Group recognises its share of any changes<br />
and discloses this, where applicable, in the statement of changes in equity.<br />
The reporting dates of the associated company/joint venture and the Group are identical and the accounting policies<br />
conform to those used by the Group for like transactions and events in similar circumstances.
115<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)<br />
(d) Impairment of non-financial assets<br />
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such<br />
indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset’s<br />
recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s fair value less<br />
costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash<br />
inflows that are largely independent of those from other assets or groups of assets. When the carrying amount of an<br />
asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In<br />
assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate<br />
that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses<br />
of continuing operations are recognised in the statement of profit and loss in those expense categories consistent with the<br />
function of the impaired asset.<br />
An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment<br />
losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A<br />
previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the<br />
asset’s recoverable amount since the last impairment loss was recognised. If that is the case the carrying amount of the<br />
asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have<br />
been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal<br />
is recognised in profit or loss unless the asset is carried at revalued amount, in which case the reversal is treated as a<br />
revaluation increase. After such a reversal the depreciation charged is adjusted in future periods to allocate the asset’s<br />
revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.<br />
The Group does not reverse in a subsequent period any impairment loss recognised for goodwill.<br />
(e) Investments and other financial assets<br />
Financial assets within the scope of FRS 39 are classified as either financial assets at fair value through profit or loss,<br />
loans and receivables, or available-for-sale financial assets, as appropriate. When financial assets are recognised initially,<br />
they are measured at fair value, plus, in the case of investments not at fair value through profit or loss, directly attributable<br />
transaction costs. The Group determines the classification of its financial assets after initial recognition and, where allowed<br />
and appropriate, re-evaluates this designation at each financial year-end.<br />
All regular way purchases and sales of financial assets are recognised on the trade date i.e., the date that the Group<br />
commits to purchase or sell the asset. Regular way purchases or sales are purchases or sales of financial assets that<br />
require delivery of assets within the period generally established by regulation or convention in the marketplace.<br />
(i) Financial assets at fair value through profit or loss<br />
Financial assets classified as held for trading are included in the category ‘financial assets at fair value through profit<br />
or loss’. Financial assets are classified as held for trading if they are acquired for the purpose of selling in the near<br />
term. Derivatives are also classified as held for trading unless they are designated as effective hedging instruments.<br />
Gains or losses on investments held for trading are recognised in income.<br />
(ii) Loans and receivables<br />
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted<br />
in an active market. Such assets are carried at amortised cost using the effective interest method. Gains and losses<br />
are recognised in income when the loans and receivables are derecognised or impaired, as well as through the<br />
amortisation process.
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 116<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)<br />
(e) Investments and other financial assets (continued)<br />
(iii) Available-for-sale financial assets<br />
Available-for-sale financial assets are those non-derivative financial assets that are designated as available-for-sale or<br />
are not classified in any of the two preceding categories. After initial recognition, available-for-sale financial assets are<br />
measured at fair value with gains or losses being recognised as a separate component of equity until the investment is<br />
derecognised or until the investment is determined to be impaired at which time the cumulative gain or loss previously<br />
reported in equity is included in the statement of profit and loss.<br />
The fair value of investments that are actively traded in organised financial markets is determined by reference to<br />
quoted market prices at the close of business on the balance sheet date. For investments where there is no active<br />
market, fair value is determined using valuation techniques. Such techniques include using recent arm’s length market<br />
transactions; reference to the current market value of another instrument, which is substantially the same; discounted<br />
cash flow analysis and option pricing models.<br />
For investments where there is no active market and where fair value cannot be reliably measured, they are measured<br />
at cost.<br />
(f) Amounts under fund management<br />
Amounts under fund management are classified as available-for-sale investments and the recognition criteria is as stated<br />
in Note 2(e)(iii) above, except for the impairment assessment.<br />
Provision for impairment in value is made up to the non-guaranteed returns of the principal sums by the fund managers<br />
when the market value of the fund is below cost.<br />
(g) Property, plant and equipment and depreciation<br />
Property, plant and equipment are stated at cost or valuation, net of depreciation and any impairment loss. Depreciation is<br />
provided on the straight-line basis so as to write off the cost of these assets over their estimated useful lives as follows:<br />
Freehold land and buildings – 15 to 30 years<br />
Leasehold land and buildings – Over the period of the lease of between 5 to 60 years<br />
Buildings on rented properties – 30 years<br />
Improvements to premises – 3 to 30 years<br />
Wharves and slipways – 10 to 16 years<br />
Syncrolift and floating docks – 5 to 10 years<br />
Boats and barges – 5 years<br />
Plant and machinery – 2 to 20 years<br />
Production tools and equipment – 3 to 10 years<br />
Furniture, fittings, office equipment and computers – 1 to 5 years<br />
Transportation equipment and vehicles – 4 to 5 years<br />
Aircraft and aircraft engines – 5 to 15 years<br />
Construction-in-progress is not depreciated until each stage of development is completed and becomes operational.<br />
Assets purchased specifically for projects are depreciated over the useful life of the class of assets or the duration of the<br />
project, whichever is shorter.<br />
The residual value, useful life and depreciation method are reviewed at each financial year-end to ensure that the amount,<br />
method and period of depreciation are consistent with previous estimates and the expected pattern of consumption of the<br />
future economic benefits embodied in the items of property, plant and equipment.<br />
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are<br />
expected from its use or disposal. Any gain or loss arising on derecognition of the asset is included in the statement of<br />
profit and loss in the year the asset is derecognised.
117<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)<br />
(h) Stocks and work-in-progress<br />
Stocks are stated at the lower of cost (principally on the first-in, first-out basis) and net realisable value. Allowance is made<br />
for deteriorated, damaged, obsolete and slow-moving stocks.<br />
Work-in-progress is valued at cost less progress payments received and receivable. Cost includes all direct material<br />
and labour costs, equipment and sub-contracting services, together with appropriate overhead expenses. Provision for<br />
foreseeable losses on uncompleted contracts is made in the year in which such losses are determined.<br />
(i) Trade and other debtors<br />
Trade and other debtors are classified as loans and receivables under FRS 39. The accounting policy for this category of<br />
financial assets is stated in Note 2(e).<br />
An allowance is made for uncollectible amounts when there is objective evidence that the Group will not be able to collect<br />
the debt. Known bad debts are written off. Further details on the accounting policy for impairment of financial assets are<br />
stated in Note 2(k).<br />
(j) Cash and cash equivalents<br />
Cash consists of cash on hand and cash with banks or financial institutions, including fixed deposits. Cash equivalents<br />
are short-term, highly liquid investments and short-term loans to related corporations that are readily convertible to known<br />
amounts of cash and that are subject to insignificant risk of changes in value.<br />
For the purposes of the statement of cash flows, cash and cash equivalents are shown net of outstanding bank overdrafts.<br />
Cash and cash equivalents carried in the balance sheets are classified as loans and receivables under FRS 39. The<br />
accounting policy for this category of financial assets is stated in Note 2(e).<br />
(k) Impairment of financial assets<br />
The Group assesses at each balance sheet date whether a financial asset or group of financial assets is impaired.<br />
(i) Assets carried at amortised costs<br />
If there is objective evidence that an impairment loss on loans and receivables carried at amortised cost has been<br />
incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present<br />
value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the<br />
financial asset’s original effective interest rate (i.e., the effective interest rate computed at initial recognition). The<br />
carrying amount of the asset shall be reduced either directly or through use of an amortisation account. The amount of<br />
the loss shall be recognised in profit or loss.<br />
The Group first assesses whether objective evidence of impairment exists individually for financial assets that are<br />
individually significant, and individually or collectively for financial assets that are not individually significant. If it is<br />
determined that no objective evidence of impairment exists for an individually assessed financial asset, whether<br />
significant or not, the assets is included in a group of financial assets with similar credit risk characteristics and that<br />
group of financial assets is collectively assessed for impairment. Assets that are individually assessed for impairment<br />
and for which an impairment loss is or continues to be recognised are not included in a collective assessment of<br />
impairment.<br />
If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively<br />
to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed.<br />
Any subsequent reversal of an impairment loss is recognised in the statement of profit and loss, to the extent that the<br />
carrying value of the asset does not exceed its amortised cost at the reversal date.
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 118<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)<br />
(k) Impairment of financial assets (continued)<br />
(ii) Assets carried at costs<br />
If there is objective evidence that an impairment loss on an unquoted equity instrument that is not carried at fair<br />
value because its fair value cannot be reliably measured, or on a derivative asset that is linked to and must be settled<br />
by delivery of such an unquoted equity instrument has been incurred, the amount of the loss is measured as the<br />
difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at<br />
the current market rate of return for a similar financial asset. The loss recognised is not reversed in future periods.<br />
(iii) Available-for-sale financial assets<br />
If an available-for-sale asset is impaired, an amount comprising the difference between its cost (net of any principal<br />
payment and amortisation) and its current fair value, less any impairment loss previously recognised in profit or loss,<br />
is transferred from equity to the statement of profit and loss. Reversals in respect of equity instruments classified as<br />
available-for-sale are not recognised in profit or loss. Reversals of impairment losses on debt instruments are reversed<br />
through profit or loss, if the increase in fair value of the instrument can be objectively related to an event occurring<br />
after the impairment loss was recognised in profit or loss.<br />
(l) Trade and other creditors<br />
Trade and other creditors are initially recognised at fair value and subsequently measured at amortised cost using the<br />
effective interest method.<br />
Gains and losses are recognised in the statement of profit and loss when the liabilities are derecognised as well as<br />
through the amortisation process.<br />
(m) Borrowings<br />
Borrowings are initially recognised at the fair value of the consideration received less directly attributable transaction costs.<br />
After initial recognition, borrowings are subsequently measured at amortised cost using the effective interest method.<br />
Gains and losses are recognised in the statement of profit and loss when the liabilities are derecognised as well through<br />
the amortisation process.<br />
Borrowing costs are recognised as expenses in the period in which they are incurred.<br />
(n) Provisions<br />
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of past events, it is<br />
probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable<br />
estimate can be made of the amount of the obligation.<br />
(i) Warranties<br />
The warranty provision represents the best estimate of the Group’s contractual obligations at the balance sheet date.<br />
The provision is based on past experience and industry averages for defective products. The majority of the costs is<br />
expected to be incurred over the applicable warranty periods.<br />
(ii) Liquidated damages<br />
Provision for liquidated damages is made in respect of anticipated claims from customers on contracts of which<br />
deadlines are overdue or not expected to be completed on time in accordance with contractual obligations. The<br />
utilisation of provisions is dependent on the timing of claims.<br />
(o) Income taxes<br />
(i) Current tax<br />
Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be<br />
recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those<br />
that are enacted or substantively enacted by the balance sheet date.
119<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)<br />
(o) Income taxes (continued)<br />
(ii) Deferred taxation<br />
Deferred taxation is provided, using the liability method, on all temporary differences at the balance sheet date<br />
between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred<br />
tax assets and liabilities are measured using the tax rates expected to apply to taxable income in the years in which<br />
those temporary differences are expected to be recovered or settled based on tax rates enacted or substantively<br />
enacted at the balance sheet date.<br />
Deferred tax liabilities are recognised for all taxable temporary differences associated with investments in subsidiaries,<br />
associated companies and interests in joint ventures, except where the timing of the reversal of the temporary<br />
difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.<br />
Deferred tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and<br />
unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible<br />
temporary differences, carry-forward of unused tax assets and unused tax losses can be utilised.<br />
At each balance sheet date, the Group re-assesses unrecognised deferred tax assets and the carrying amount of<br />
deferred tax assets. The Group recognises a previously unrecognised deferred tax asset to the extent that it has<br />
become probable that future taxable profit will allow the deferred tax asset to be recovered. The Group conversely<br />
reduces the carrying amount of a deferred tax asset to the extent that it is no longer probable that sufficient taxable<br />
profit will be available to allow the benefit of part or all of the deferred tax asset to be utilised.<br />
(p) Employee benefits<br />
(i) Employee equity compensation benefits<br />
Pursuant to the ST <strong>Engineering</strong> Share Option Plan, certain directors and employees are granted non-transferable<br />
options to purchase the Company’s shares. The fair value of options granted is determined using a binomial model<br />
and is recognised as an employee expense with a corresponding increase in equity. The fair value is measured at<br />
grant date and spread over the period during which the employees become unconditionally entitled to the options. In<br />
valuing the share option, no account is taken of any performance condition, other than market conditions, if any. The<br />
cumulative expense recognised for share options at each reporting date until the vesting date reflects the extent to<br />
which the vesting period has expired and the Group’s best estimate of the number of share options that will ultimately<br />
vest. The charge or credit to the statement of profit and loss for a period represents the movement in cumulative<br />
expense recognised as at the beginning and end of that period.<br />
The proceeds received are credited to share capital when the options are exercised.<br />
The dilutive effect of outstanding options is reflected as additional share dilution in the computation of earnings per<br />
share.<br />
Pursuant to the ST <strong>Engineering</strong> Performance Share Plan, the Company’s shares can be awarded to certain employees<br />
and directors of the Group. The details of the Performance Share Plan are described in Note 3.<br />
The performance shares cost is amortised and recognised in the statement of profit and loss on a straight-line<br />
basis over the three-year performance period. The fair value of the performance shares is determined at conditional<br />
grant date using the Monte Carlo simulation model which takes into account the market conditions and non-market<br />
conditions.<br />
(ii) Pensions<br />
The Group participates in the national pension schemes as defined by the laws of the countries in which it has<br />
operations. In particular, the <strong>Singapore</strong> companies in the Group make contributions to the Central Provident Fund<br />
scheme in <strong>Singapore</strong>, a defined contribution pension scheme. Contributions to national pension schemes are<br />
recognised as an expense in the period in which the related service is performed.
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 120<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)<br />
(q) Income recognition<br />
Income is recognised using the following methods:<br />
(i) Income from sale of goods and services rendered is recognised upon delivery of goods/services and acceptance by<br />
customers.<br />
(ii) Income from long-term contracts is recognised by reference to stage of completion which is measured by either:<br />
(a) the percentage of costs incurred to estimated total costs to complete the contracts; or<br />
(b) when goods and services, representing part of a contract, are delivered; or<br />
(c) upon completion of designated phases of a contract.<br />
Provision for foreseeable losses on uncompleted contracts is made as soon as such losses are determinable.<br />
(iii) Dividend income is recognised when the shareholder’s rights to receive payment is established.<br />
(iv) Management fee income is recognised on an accrual basis upon which management services are rendered.<br />
(v) For certain subsidiaries, the first 15 percent of the total commission receivable for each contract is treated as<br />
downpayment and is deferred and taken up in the statement of profit and loss only upon the discharge of specified<br />
contractual obligations. Commission income in respect of each contract in excess of the first 15 percent of the total<br />
amount receivable is taken up in the statement of profit and loss as and when it is billed. For certain back to back<br />
contracts, commission income is recognised upon delivery of goods and services.<br />
(vi) Any surplus arising from amounts under fund management can only be determined at the end of the relevant fund<br />
management period. Such surplus, if any, will be recognised as income then.<br />
(vii) Finance charges from hire purchase financing is recognised based on the sum of digits method over the finance<br />
period.<br />
(viii) Interest income is recognised on an accrual basis.<br />
(r) Foreign currency transactions/translation<br />
(i) Foreign currency transactions<br />
Transactions in foreign currencies are measured in the respective functional currencies of the Company and<br />
its subsidiary companies and are recorded on initial recognition in the functional currencies at exchange rates<br />
approximating those ruling at the transaction dates. Monetary assets and liabilities denominated in foreign currencies<br />
are translated at the closing rate of exchange ruling at the balance sheet date. Non-monetary items that are measured<br />
in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial<br />
transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates<br />
at the date when the fair value was determined.<br />
Exchange differences arising on the settlement of monetary items or on translating monetary items at the balance<br />
sheet date are recognised in the statement of profit and loss except for exchange differences arising on monetary<br />
items that form part of the Group’s net investment in foreign subsidiary companies, which are recognised initially<br />
in a separate component of equity as foreign currency translation reserve in the consolidated balance sheet and<br />
recognised in the consolidated statement of profit and loss on disposal of the subsidiary. In the Company’s separate<br />
financial statements, such exchange differences are recognised in the statement of profit and loss.<br />
Differences on foreign currency borrowings that provide a hedge against a net investment in a foreign operation are<br />
also taken directly to the foreign currency translation reserve until the disposal of the net investment, at which time<br />
they are recognised in the statement of profit and loss. Tax charges and credits attributable to exchange differences<br />
on those borrowings are also dealt with in the foreign currency translation reserve.
121<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)<br />
(r) Foreign currency transactions/translation (continued)<br />
(ii) Foreign currency translation<br />
The results and financial position of foreign subsidiaries are translated into <strong>Singapore</strong> dollars using the following<br />
procedures:<br />
• Assets and liabilities for each balance sheet presented are translated at the closing rate ruling at that balance sheet<br />
date; and<br />
• Income and expenses for each income statement are translated at average exchange rates for the year, which<br />
approximates the exchange rates at the dates of the transactions.<br />
All resulting exchange differences are recognised in a separate component of equity as foreign currency translation<br />
reserve.<br />
Goodwill and fair value adjustments arising on the acquisition of foreign subsidiaries on or after 1 January 2005 are<br />
treated as assets and liabilities of the foreign subsidiaries and are recorded in the functional currency of the foreign<br />
subsidiaries and translated at the closing rate at the balance sheet date.<br />
On disposal of a foreign subsidiary, the cumulative amount of exchange differences deferred in equity relating to that<br />
foreign subsidiary is recognised in the statement of profit and loss as a component of the gain or loss on disposal.<br />
(s) Intangible assets<br />
Intangible assets acquired separately are measured on initial recognition at costs. The cost of intangible assets acquired<br />
in a business combination is its fair value as at the date of acquisition. Following initial recognition, intangible assets are<br />
carried at cost less any accumulated amortisation and any accumulated impairment losses. Internally generated intangible<br />
assets are not capitalised and the expenditure is charged against profits in the year in which the expenditure is incurred.<br />
The useful lives of intangible assets are assessed to be either finite or indefinite. Intangible assets with finite lives are<br />
amortised over the economic useful life and assessed for impairment whenever there is an indication that the intangible<br />
asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life<br />
is reviewed at least at each financial year-end. Changes in the expected useful life or the expected pattern of consumption<br />
of future economic benefits embodied in the asset is accounted for by changing the amortisation period or method, as<br />
appropriate, and treated as changes in accounting estimates. The amortisation expense on intangible asset with finite lives<br />
is recognised in the statement of profit and loss in the expense category consistent with the function of the intangible<br />
asset.<br />
Intangible assets with indefinite useful lives are tested for impairment annually either individually or at the cash-generating<br />
unit level. Such intangibles are not amortised. The useful life of an intangible asset with an indefinite life is reviewed<br />
annually to determine whether indefinite life assessment continues to be supportable. If not, the change in the useful life<br />
assessment from indefinite to finite is made on a prospective basis.<br />
(i) Research and development expenditure<br />
Research and development expenditure is charged to the statement of profit and loss as and when incurred.<br />
(ii) Commercial and intellectual property rights<br />
Costs relating to intellectual property rights, which are acquired are capitalised and amortised on a straight-line basis<br />
over its estimated economic useful lives.<br />
(iii) Other intangible assets<br />
Costs relating to dealer network, which are acquired are capitalised and amortised on a straight-line basis over its<br />
estimated economic useful lives.
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 122<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)<br />
(t) Hire purchase and finance leases<br />
(i) Assets acquired on hire purchase arrangements are capitalised in the financial statements and the corresponding<br />
obligations treated as a liability. The total interest, being the difference between the total instalments payable and the<br />
capitalised amount, is charged to the statement of profit and loss over the period of such hire purchase arrangements<br />
in equal monthly instalments to produce a constant rate of charge on the balance of capital repayments outstanding.<br />
(ii) Finance leases are those leasing agreements which effectively transfer to the Group substantially all the risks and<br />
benefits incidental to ownership of the lease items. Assets financed under such leases are treated as if they had been<br />
purchased outright at the present value of the minimum lease payments and the corresponding leasing commitments<br />
are shown as obligations to the lessors. Lease payments are treated as consisting of capital and interest elements and<br />
interest is charged to the statement of profit and loss over the period of the lease to produce a constant rate of charge<br />
on the balance of capital repayments outstanding.<br />
(iii) Assets acquired on hire purchase and finance lease arrangements are depreciated in accordance with the policy set<br />
out in Note 2(g) above.<br />
(u) Operating leases<br />
Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased asset, are<br />
classified as operating leases. Operating lease payments are recognised as an expense in the statement of profit and loss<br />
on a straight-line basis over the lease term.<br />
The aggregate benefit of incentives provided by the lessor is recognised as a reduction of rental expense over the lease<br />
term on a straight-line basis.<br />
(v) Government grants<br />
Grants in recognition of specific expenses are taken to income in the same year as the relevant expenses. Grants related<br />
to depreciable assets are deferred and allocated to income over the period in which such assets are depreciated and used<br />
in the projects subsidised by the grants.<br />
(w) Derivative financial instruments and hedging<br />
The Group uses derivative financial instruments such as forward currency contracts and interest rate swaps to hedge<br />
its risks associated with foreign currency and interest rate fluctuations. Such derivative financial instruments are initially<br />
recognised at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair<br />
value. Derivatives are carried as assets when the fair value is positive and as liabilities when the fair value is negative.<br />
Any gains or losses arising from changes in fair value on derivatives that do not qualify for hedge accounting are taken<br />
directly to profit or loss for the year.<br />
The fair value of forward currency contracts is calculated by reference to current forward exchange rates for contracts<br />
with similar maturity profiles. The fair value of interest rate swap contracts is determined by reference to market values for<br />
similar instruments.<br />
The Group uses cash from time to time as a hedging instrument to hedge its risk associated with foreign currency<br />
fluctuations.<br />
For the purpose of hedge accounting, hedges are classified either as fair value hedge or cash flow hedge.
123<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)<br />
(w) Derivative financial instruments and hedging (continued)<br />
At the inception of a hedge relationship, the Group formally designates and documents the hedge relationship to which the<br />
Group wishes to apply hedge accounting and the risk management objective and strategy for undertaking the hedge. The<br />
documentation includes identification of the hedging instrument, the hedge item or transaction, the nature of the risk being<br />
hedged and how the entity will assess the hedging instrument’s effectiveness in offsetting the exposure to changes in the<br />
hedged item’s fair value or cash flows attributable to the hedged risk. Such hedges are expected to be highly effective<br />
in achieving offsetting changes in fair value or cash flows and are assessed on an ongoing basis to determine that they<br />
actually have been highly effective throughout the financial reporting periods for which they were designated.<br />
Hedges which meet the strict criteria for hedge accounting are accounted for as follows:<br />
(i) Fair value hedges<br />
For fair value hedges, the carrying amount of the hedged item is adjusted for gains and losses attributable to the risk<br />
being hedged, the hedging instrument is remeasured at fair value and gains and losses from both are taken to profit or<br />
loss.<br />
For fair value hedges relating to items carried at amortised cost, the adjustment to carrying value is amortised through<br />
profit or loss over the remaining term to maturity. Any adjustment to the carrying amount of a hedging instrument for<br />
which the effective interest method is used is amortised to profit or loss.<br />
Amortisation may begin as soon as an adjustment exists and shall begin no later than when the hedged item ceases to<br />
be adjusted for changes in its fair value attributable to the risk being hedged.<br />
When an unrecognised firm commitment is designated as a hedged item, the subsequent cumulative change in the fair<br />
value of the firm commitment attributable to the hedged risk is recognised as an asset or liability with a corresponding<br />
gain or loss recognised in profit or loss. The changes in the fair value of the hedging instrument are also recognised in<br />
profit or loss.<br />
The Group discontinues fair value hedge accounting if the hedging instrument expires or is sold, terminated or<br />
exercised, the hedge no longer meets the criteria for hedge accounting or the Group revokes the designation. Any<br />
adjustment to the carrying amount of a hedging instrument for which the effective interest method is used is amortised<br />
to profit or loss. Amortisation may begin as soon as an adjustment exists and shall begin no later than when the<br />
hedged item ceases to be adjusted for changes in its fair value attributable to the risk being hedged.<br />
(ii) Cash flow hedges<br />
For cash flow hedges the effective portion of the gain or loss on the hedging instrument is recognised directly in<br />
equity, while the ineffective portion is recognised in profit or loss.<br />
Amounts taken to equity are transferred to the statement of profit and loss when the hedged transaction affects<br />
profit or loss, such as when hedged financial income or financial expense is recognised or when a forecast sale or<br />
purchase occurs. When the hedged item is the cost of a non-financial asset or liability, the amounts taken to equity are<br />
transferred to the initial carrying amount of the non-financial asset or liability.<br />
If the forecast transaction is no longer expected to occur, amounts previously recognised in equity are transferred to<br />
profit or loss. If the hedging instrument expires or is sold, terminated, or exercised without replacement or rollover, or<br />
if its designation as a hedge is revoked, amounts previously recognised in equity remain in equity until the forecast<br />
transaction occurs. If the related transaction is not expected to occur, the amount is taken to profit or loss.
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 124<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)<br />
(x) Segments<br />
For management purposes, the Group is organised on a worldwide basis into four major operating businesses which is the<br />
basis on which the Group reports its primary segment information.<br />
Segment revenue, expenses and results include transfers between business segments and between geographical<br />
segments. Such transfers are accounted for on an arm’s length basis.<br />
(y) Derecognition of financial assets and liabilities<br />
(i) Financial assets<br />
A financial asset (or, where applicable a part of a financial asset or part of a group of similar financial assets) is<br />
derecognised where:<br />
• The contractual rights to receive cash flows from the asset have expired;<br />
• The Group retains the contractual rights to receive cash flows from the assets, but has assumed an obligation to<br />
pay them in full without material delay to a third party under a “pass-through” arrangement; or<br />
• The Group has transferred its rights to receive cash flows from the asset and either (a) has transferred substantially<br />
all the risks and rewards of the asset, or (b) has neither transferred nor retained substantially all the risks and<br />
rewards of the asset, but has transferred control of the asset.<br />
When the Group has transferred its rights to receive cash flows from an asset and has neither transferred nor retained<br />
substantially all the risks and rewards of the asset nor transferred control of the asset, the asset is recognised to the<br />
extent of the Group’s continuing involvement in the asset. Continuing involvement that takes the form of a guarantee<br />
over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum<br />
amount of consideration that the Group could be required to repay.<br />
Where continuing involvement takes the form of a written and/or purchased option on the transferred asset, the<br />
extent of the Group’s continuing involvement is the amount of the transferred asset that the Group may repurchase,<br />
except that in the case of a written put option on an asset measured at fair value, the extent of the Group’s continuing<br />
involvement is limited to the lower of the fair value of the transferred asset and the option exercise price.<br />
On derecognition of a financial asset in its entirety, the difference between the carrying amount and the sum of (a) the<br />
consideration received (including any new asset obtained less any new liability assumed) and (b) any cumulative gain<br />
or loss that has been recognised directly in equity is recognised in the statement of profit and loss.<br />
(ii) Financial liabilities<br />
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.<br />
When an existing financial liability is replaced by another from the same lender on substantially different terms, or the<br />
terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition<br />
of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is<br />
recognised in the statement of profit and loss.<br />
(z) Changes in accounting policies<br />
(i) Adoption of new and revised FRS<br />
With effect from 1 January <strong>2006</strong>, the Group has adopted all the new and revised FRS that are mandatory for financial<br />
years beginning on or after 1 January <strong>2006</strong>. The adoption of these FRS has no significant impact to the Group.
125<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)<br />
(z) Changes in accounting policies (continued)<br />
(ii) FRS and INT FRS not yet effective<br />
The Group has not applied the following FRS and INT FRS that have been issued but not yet effective:<br />
EFFECTIVE DATE<br />
(ANNUAL PERIODS<br />
BEGINNING ON OR<br />
AFTER)<br />
FRS 1 : Amendment to FRS 1 (revised), 1 January 2007<br />
Presentation of financial statements<br />
(Capital Disclosures)<br />
FRS 40 : Investment Property 1 January 2007<br />
FRS 107 : Financial Instruments: Disclosures 1 January 2007<br />
INT FRS 107 : Applying the Restatement Approach 1 March <strong>2006</strong><br />
under FRS 29, Financial <strong>Report</strong>ing in<br />
Hyperinflationary Economics<br />
INT FRS 108 : Scope of FRS 102, Share-based Payment 1 May <strong>2006</strong><br />
INT FRS 109 : Reassessment of Embedded Derivatives 1 June <strong>2006</strong><br />
INT FRS 110 : Interim Financial <strong>Report</strong>ing and Impairment 1 November <strong>2006</strong><br />
The Group expects that the adoption of the above pronouncements will not have a significant impact on the financial<br />
statements in the period of initial application.<br />
(aa) Significant accounting estimates and judgements<br />
Estimates and assumptions concerning the future are made in the preparation of the financial statements. They affect<br />
the application of the Group’s accounting policies, reported amounts of assets, liabilities, income and expenses, and<br />
disclosures made. They are assessed on an ongoing basis and are based on experience and relevant factors, including<br />
expectations of future events that are believed to be reasonable under the circumstances.<br />
(i) Key sources of estimation uncertainty<br />
The key assumptions concerning the future and other key sources of estimation uncertainty at the balance sheet date,<br />
that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the<br />
next financial year are discussed below.<br />
• Impairment of goodwill<br />
The Group determines whether goodwill is impaired at least on an annual basis. This requires an estimation of the<br />
value-in-use of the cash-generating units to which the goodwill is allocated. Estimating the value-in-use requires<br />
the Group to make an estimate of the expected future cash flows from the cash-generating unit and also to<br />
choose a suitable discount rate in order to calculate the present value of those cash flows. The carrying amount of<br />
the Group’s goodwill at 31 December <strong>2006</strong> was $494,818,000 (2005: $307,821,000). More details are provided<br />
in Note 11.<br />
• Depreciation of property, plant and equipment<br />
Property, plant and equipment are depreciated on a straight-line basis over their estimated useful lives.<br />
Management estimates the useful lives of these property, plant and equipment to be within 1 to 60 years. The<br />
carrying amount of the Group’s property, plant and equipment at 31 December <strong>2006</strong> was $952,209,000 (2005:<br />
$475,197,000). Changes in the expected level of usage and technological developments could impact the<br />
economic useful lives and the residual values of these property, plant and equipment, therefore future depreciation<br />
charges could be revised.
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 126<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)<br />
(aa) Significant accounting estimates and judgements (continued)<br />
• Income taxes<br />
The Group has exposure to income taxes in numerous jurisdictions. Significant judgement is involved in<br />
determining the group-wide provision for income taxes. There are certain transactions and computations for which<br />
the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities<br />
for expected tax issues based on estimates of whether additional taxes will be due. Where the final tax outcome of<br />
these matters is different from the amounts that were initially recognised, such differences will impact the income<br />
tax and deferred tax provisions in the period in which such determination is made. The carrying amount of the<br />
Group’s tax payables at 31 December <strong>2006</strong> was $213,931,000 (2005: $208,764,000).<br />
(ii) Critical judgements made in applying accounting policies<br />
In the process of applying the Group’s accounting policies, management has made certain judgements, apart from<br />
those involving estimations, which have significant effect on the amounts recognised in the financial statements.<br />
3. SHARE CAPITAL<br />
• Impairment of investments and financial assets<br />
The Group follows the guidance of FRS 39 on determining when an investment or financial asset is other-thantemporarily<br />
impaired. This determination requires significant judgement, the Group evaluates, among other factors,<br />
the duration and extent to which the fair value of an investment or financial asset is less than its cost; and the<br />
financial health of and near-term business outlook for the investment or financial asset, including factors such as<br />
industry and sector performance, changes in technology and operational and financing cash flow.<br />
GROUP AND COMPANY<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Issued and fully paid:<br />
At beginning of the year<br />
2,914,495,627 (2005: 2,892,164,909) ordinary shares 291,450 289,217<br />
Transfer from share premium account 117,197 –<br />
Issued during the year<br />
31,758,004 (2005: 22,330,718) ordinary shares 66,279 2,233<br />
At end of the year<br />
2,946,253,631 (2005: 2,914,495,627) ordinary shares 474,926 291,450<br />
Included in share capital is a special share issued to the Minister for Finance (Incorporated). The special share enjoys all the<br />
rights attached to the ordinary shares. In addition, the special share carries the right to approve any resolution to be passed by<br />
the Company, either in general meeting or by its Board of Directors, on certain matters specified in the Company’s Articles of<br />
Association. The special share may be converted at any time into an ordinary share.<br />
The holders of ordinary shares are entitled to receive dividends as and when declared by the Company. All ordinary shares<br />
carry one vote per share without restriction.<br />
On 30 January <strong>2006</strong>, in accordance with the Companies (Amendment) Act 2005, the concepts of “par value” and “authorised<br />
capital” were abolished and on that date, the shares of the company ceased to have a par value. The amount standing to the<br />
credit of the Company’s share premium account became part of the Company’s share capital.<br />
The <strong>Singapore</strong> <strong>Technologies</strong> <strong>Engineering</strong> Share Option Plan (“ESOP”) and the <strong>Singapore</strong> <strong>Technologies</strong> <strong>Engineering</strong><br />
Performance Share Plan (“PSP”) of the Company were approved by its members at an Extraordinary General Meeting held<br />
on 23 November 2000. The ESOP and PSP are administered by the Executive Resource and Compensation Committee<br />
(“ERCC”) comprising three directors, Mr Peter Seah Lim Huat, Mr Venkatachalam Krishnakumar and Dr Philip Nalliah Pillai.
127<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
3. SHARE CAPITAL (continued)<br />
<strong>Singapore</strong> <strong>Technologies</strong> <strong>Engineering</strong> Share Option Plan (“ESOP”)<br />
Information regarding ESOP is as follows:<br />
(a) The exercise price of the options is equal to volume-weighted average price for the shares on the <strong>Singapore</strong> Exchange<br />
over the three consecutive trading days immediately preceding the date of grant.<br />
(b) The options are exercisable at the end of the first year after date of grant, in accordance with a vesting schedule to be<br />
determined by ERCC and are settled in cash.<br />
(c) The options granted expire after five years for non-executive directors, and 10 years for the employees of the Company<br />
and its subsidiaries.<br />
During the financial year, the Company issued 30,953,004 (2005: 22,230,518) ordinary shares for cash at the respective<br />
price per share upon the exercise of options granted by the Company under ESOS and ESOP:<br />
GRANT NO. NO. OF ORDINARY SHARES ISSUED PRICE PER ORDINARY SHARE<br />
$<br />
96R1 43,138 0.905<br />
96R5 257,698 0.373<br />
96R6 174,668 0.465<br />
97R1 35,000 0.422<br />
97R2 8 0.629<br />
98R1 574,250 1.390<br />
98R3 50,000 1.290<br />
99R1 1,718,730 1.418<br />
9902 803,100 2.000<br />
2001 6,203,973 2.260<br />
2002 529,740 1.808<br />
2003 771,371 2.390<br />
0102N 2,021,490 2.720<br />
0102ND 745,000 2.720<br />
0108N 2,818,209 2.680<br />
0202N 2,121,876 2.290<br />
0202ND 97,750 2.290<br />
0208N 2,380,149 1.920<br />
0208ND 30,250 1.920<br />
0302N 2,664,988 1.790<br />
0302ND 30,250 1.790<br />
0302P 10,000 1.790<br />
0308N 2,273,621 1.860<br />
0308ND 10,436 1.860<br />
0402N 1,847,610 2.090<br />
0402ND 11,225 2.090<br />
0408N 1,407,637 2.120<br />
0408ND 8,850 2.120<br />
0502N 959,798 2.370<br />
0502ND 7,125 2.370<br />
0508N 342,189 2.570<br />
0508ND 2,875 2.570
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 128<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
3. SHARE CAPITAL (continued)<br />
At the end of the financial year, unissued ordinary shares of the Company under options granted to eligible employees and<br />
directors of the Company are as follows:<br />
(i) Options outstanding under the ESOS/ESOP<br />
NUMBER OF SHARES<br />
<strong>2006</strong> 2005<br />
ESOS<br />
At beginning of the year 40,533,204 53,425,717<br />
Exercised (11,161,676) (12,490,195)<br />
Lapsed (95,400) (402,318)<br />
At end of the year 29,276,128 40,533,204<br />
Exercisable at end of year 29,276,128 40,533,204<br />
ESOP<br />
At beginning of the year 117,256,385 99,799,055<br />
Granted and accepted 31,361,732 30,691,575<br />
Exercised (19,791,328) (9,740,323)<br />
Lapsed (3,734,148) (3,493,922)<br />
At end of the year 125,092,641 117,256,385<br />
Exercisable at end of year 45,687,091 48,001,526<br />
(ii) Details of share options<br />
<strong>2006</strong><br />
Details of share options to subscribe for ordinary shares pursuant to ESOS are as follows:<br />
BALANCE<br />
AS AT<br />
1.1.<strong>2006</strong> NO. OF<br />
OR DATE BALANCE HOLDERS<br />
DATE OF OF GRANT OPTIONS OPTIONS AS AT AT EXERCISE<br />
GRANT IF LATER LAPSED EXERCISED 31.12.<strong>2006</strong> 31.12.<strong>2006</strong> PRICE EXERCISABLE PERIOD<br />
$<br />
6.12.1997 43,138 – 43,138 – – 0.905 18.5.1999 to 3.4.<strong>2006</strong><br />
6.12.1997 257,698 – 257,698 – – 0.373 18.5.1999 to 30.8.<strong>2006</strong><br />
6.12.1997 174,668 – 174,668 – – 0.465 18.5.1999 to 16.10.<strong>2006</strong><br />
6.12.1997 367,981 – 35,000 332,981 3 0.422 18.5.1999 to 2.4.2007<br />
6.12.1997 8 – 8 – – 0.629 18.5.1999 to 7.4.2007<br />
6.12.1997 262,002 – – 262,002 2 0.492 18.5.1999 to 24.4.2007<br />
6.12.1997 92,471 – – 92,471 2 0.720 11.9.1999 to 9.9.2007<br />
29.4.1998 2,155,000 – 574,250 1,580,750 33 1.390 30.4.2000 to 29.4.2008<br />
7.8.1998 265,000 – 50,000 215,000 40** 1.290 8.8.2000 to 7.8.2008<br />
9.2.1999 6,383,590 – 1,718,730 4,664,860 88** 1.418 10.2.2001 to 9.2.2009<br />
10.8.1999 1,894,500 5,000 803,100 1,086,400 169* 2.000 11.8.2001 to 10.8.2009<br />
9.2.2000 24,986,953 51,400 6,203,973 18,731,580 336** 2.260 10.2.2002 to 9.2.2010<br />
9.2.2000 1,779,865 15,000 529,740 1,235,125 39 1.808 10.2.2002 to 9.2.2010<br />
6.9.2000 1,870,330 24,000 771,371 1,074,959 35 2.390 7.9.2002 to 6.9.2010<br />
Total 40,533,204 95,400 11,161,676 29,276,128
129<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
3. SHARE CAPITAL (continued)<br />
<strong>2006</strong><br />
Details of share options to subscribe for ordinary shares pursuant to ESOP are as follows:<br />
BALANCE<br />
AS AT<br />
1.1.<strong>2006</strong> NO. OF<br />
OR DATE BALANCE HOLDERS<br />
DATE OF OF GRANT OPTIONS OPTIONS AS AT AT EXERCISE<br />
GRANT IF LATER LAPSED EXERCISED 31.12.<strong>2006</strong> 31.12.<strong>2006</strong> PRICE EXERCISABLE PERIOD<br />
$<br />
19.2.2001 9,297,650 69,099 1,796,490 7,432,061 633** 2.720 20.2.2002 to 19.2.2011<br />
19.2.2001 225,000 – 225,000 – – 2.720 20.2.2002 to 19.2.<strong>2006</strong><br />
19.2.2001 745,000 – 745,000 – – 2.720 20.2.2002 to 19.2.<strong>2006</strong><br />
10.8.2001 452,500 452,500 – – – 2.680 11.8.2002 to 10.8.<strong>2006</strong><br />
10.8.2001 12,498,029 92,201 2,818,209 9,587,619 657** 2.680 11.8.2002 to 10.8.2011<br />
7.2.2002 9,408,471 32,127 2,121,876 7,254,468 616** 2.290 8.2.2003 to 7.2.2012<br />
7.2.2002 593,750 – 97,750 496,000 11 # 2.290 8.2.2003 to 7.2.2007<br />
12.8.2002 8,055,308 94,893 2,380,149 5,580,266 718** 1.920 13.8.2003 to 12.8.2012<br />
12.8.2002 132,000 – 30,250 101,750 2 # 1.920 13.8.2003 to 12.8.2007<br />
6.2.2003 9,247,254 148,476 2,664,988 6,433,790 969** 1.790 7.2.2004 to 6.2.2013<br />
6.2.2003 348,750 – 30,250 318,500 16 # 1.790 7.2.2004 to 6.2.2008<br />
6.2.2003 24,972 – 10,000 14,972 2 1.790 7.2.2004 to 6.2.2013<br />
11.8.2003 10,446,835 226,885 2,273,621 7,946,329 1,016** 1.860 12.8.2004 to 11.8.2013<br />
11.8.2003 330,500 – 10,436 320,064 17 # 1.860 12.8.2004 to 11.8.2008<br />
11.8.2003 28,754 – – 28,754 2 1.860 12.8.2004 to 11.8.2013<br />
9.2.2004 11,554,310 270,907 1,847,610 9,435,793 995** 2.090 10.2.2005 to 9.2.2014<br />
9.2.2004 325,325 – 11,225 314,100 16 # 2.090 10.2.2005 to 9.2.2009<br />
9.2.2004 31,426 – – 31,426 2 2.090 10.2.2005 to 9.2.2014<br />
21.6.2004 100,000 – – 100,000 1 2.000 22.6.2005 to 21.6.2014<br />
10.8.2004 12,988,412 454,008 1,407,637 11,126,767 1,129** 2.120 11.8.2005 to 10.8.2014<br />
10.8.2004 286,325 – 8,850 277,475 16 # 2.120 11.8.2005 to 10.8.2009<br />
10.8.2004 31,426 – – 31,426 2 2.120 11.8.2005 to 10.8.2014<br />
7.2.2005 14,035,878 589,074 959,798 12,487,006 1,171** 2.370 8.2.<strong>2006</strong> to 7.2.2015<br />
7.2.2005 355,750 – 7,125 348,625 17 # 2.370 8.2.<strong>2006</strong> to 7.2.2010<br />
7.2.2005 31,426 – – 31,426 2 2.370 8.2.<strong>2006</strong> to 7.2.2015<br />
10.8.2005 15,312,742 721,566 342,189 14,248,987 1,313** 2.570 11.8.<strong>2006</strong> to 10.8.2015<br />
10.8.2005 337,166 – 2,875 334,291 17 # 2.570 11.8.<strong>2006</strong> to 10.8.2010<br />
10.8.2005 31,426 – – 31,426 2 2.570 11.8.<strong>2006</strong> to 10.8.2015<br />
9.2.<strong>2006</strong> 14,802,585 ## 510,627 – 14,291,958 1,417** 3.010 10.2.2007 to 9.2.2016<br />
9.2.<strong>2006</strong> 377,500 ## – – 377,500 18 # 3.010 10.2.2007 to 9.2.2011<br />
10.8.<strong>2006</strong> 15,810,147 ## 71,785 – 15,738,362 1,550** 2.840 11.8.2007 to 10.8.2016<br />
10.8.<strong>2006</strong> 371,500 ## – – 371,500 18 # 2.840 11.8.2007 to 10.8.2011<br />
Total 148,618,117 3,734,148 19,791,328 125,092,641<br />
* Includes 1 executive Director and 1 past Director of the Company<br />
** Includes 1 executive Director of the Company<br />
#<br />
Includes Directors of the Company and its subsidiaries<br />
##<br />
These numbers relate to options granted and accepted in <strong>2006</strong>
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 130<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
3. SHARE CAPITAL (continued)<br />
2005<br />
Details of share options to subscribe for ordinary shares pursuant to ESOS are as follows:<br />
BALANCE<br />
AS AT<br />
1.1.2005 NO. OF<br />
OR DATE OPTIONS BALANCE HOLDERS<br />
DATE OF OF GRANT LAPSED OPTIONS AS AT AT EXERCISE<br />
GRANT IF LATER ADJUSTMENTS EXERCISED 31.12.2005 31.12.2005 PRICE EXERCISABLE PERIOD<br />
$<br />
6.12.1997 34,723 1 34,722 – – 0.905 18.5.1999 to 2.6.2005<br />
6.12.1997 90,113 – 90,113 – – 0.422 18.5.1999 to 17.6.2005<br />
6.12.1997 72,056 – 72,056 – – 0.357 18.5.1999 to 6.12.2005<br />
6.12.1997 54,089 (15,000) 25,951 43,138 2 0.905 18.5.1999 to 3.4.<strong>2006</strong><br />
6.12.1997 315,396 – 57,698 257,698 2 0.373 18.5.1999 to 30.8.<strong>2006</strong><br />
6.12.1997 174,668 – – 174,668 3 0.465 18.5.1999 to 16.10.<strong>2006</strong><br />
6.12.1997 407,981 – 40,000 367,981 3 0.422 18.5.1999 to 2.4.2007<br />
6.12.1997 16 – 8 8 2 0.629 18.5.1999 to 7.4.2007<br />
6.12.1997 262,002 – – 262,002 2 0.492 18.5.1999 to 24.4.2007<br />
6.12.1997 169,530 – 77,059 92,471 2 0.720 11.9.1999 to 9.9.2007<br />
29.4.1998 2,899,750 – 744,750 2,155,000 43 1.390 30.4.2000 to 29.4.2008<br />
7.8.1998 355,000 5,000 85,000 265,000 86** 1.290 8.8.2000 to 7.8.2008<br />
9.2.1999 8,653,160 – 2,269,570 6,383,590 104** 1.418 10.2.2001 to 9.2.2009<br />
10.8.1999 2,652,236 15,000 742,736 1,894,500 290* 2.000 11.8.2001 to 10.8.2009<br />
9.2.2000 29,667,132 317,107 4,363,072 24,986,953 393** 2.260 10.2.2002 to 9.2.2010<br />
9.2.2000 1,250,000 – 1,250,000 – – 2.260 10.2.2002 to 9.2.2005<br />
9.2.2000 4,143,865 – 2,364,000 1,779,865 50 1.808 10.2.2002 to 9.2.2010<br />
6.9.2000 2,224,000 80,210 273,460 1,870,330 63 2.390 7.9.2002 to 6.9.2010<br />
Total 53,425,717 402,318 12,490,195 40,533,204
131<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
3. SHARE CAPITAL (continued)<br />
2005<br />
Details of share options to subscribe for ordinary shares pursuant to ESOP are as follows:<br />
BALANCE<br />
AS AT<br />
1.1.2005 NO. OF<br />
OR DATE BALANCE HOLDERS<br />
DATE OF OF GRANT OPTIONS OPTIONS AS AT AT EXERCISE<br />
GRANT IF LATER LAPSED EXERCISED 31.12.2005 31.12.2005 PRICE EXERCISABLE PERIOD<br />
$<br />
19.2.2001 9,644,703 333,646 13,407 9,297,650 859** 2.720 20.2.2002 to 19.2.2011<br />
19.2.2001 225,000 – – 225,000 1*** 2.720 20.2.2002 to 19.2.<strong>2006</strong><br />
19.2.2001 745,000 – – 745,000 14 # 2.720 20.2.2002 to 19.2.<strong>2006</strong><br />
10.8.2001 452,500 – – 452,500 1*** 2.680 11.8.2002 to 10.8.<strong>2006</strong><br />
10.8.2001 13,064,234 497,912 68,293 12,498,029 922** 2.680 11.8.2002 to 10.8.2011<br />
7.2.2002 10,995,574 235,578 1,351,525 9,408,471 985** 2.290 8.2.2003 to 7.2.2012<br />
7.2.2002 611,000 – 17,250 593,750 15 # 2.290 8.2.2003 to 7.2.2007<br />
12.8.2002 10,757,119 218,423 2,483,388 8,055,308 1,007** 1.920 13.8.2003 to 12.8.2012<br />
12.8.2002 132,000 – – 132,000 2 # 1.920 13.8.2003 to 12.8.2007<br />
6.2.2003 11,888,051 258,037 2,382,760 9,247,254 1,026** 1.790 7.2.2004 to 6.2.2013<br />
6.2.2003 351,625 – 2,875 348,750 16 # 1.790 7.2.2004 to 6.2.2008<br />
6.2.2003 27,944 – 2,972 24,972 2 1.790 7.2.2004 to 6.2.2013<br />
11.8.2003 12,776,927 374,750 1,955,342 10,446,835 1,077** 1.860 12.8.2004 to 11.8.2013<br />
11.8.2003 333,375 – 2,875 330,500 17 # 1.860 12.8.2004 to 11.8.2008<br />
11.8.2003 31,672 – 2,918 28,754 2 1.860 12.8.2004 to 11.8.2013<br />
9.2.2004 12,879,933 443,892 881,731 11,554,310 1,064** 2.090 10.2.2005 to 9.2.2014<br />
9.2.2004 328,200 – 2,875 325,325 16 # 2.090 10.2.2005 to 9.2.2009<br />
9.2.2004 31,426 – – 31,426 2 2.090 10.2.2005 to 9.2.2014<br />
21.6.2004 100,000 – – 100,000 1 2.000 22.6.2005 to 21.6.2014<br />
10.8.2004 14,102,146 544,497 569,237 12,988,412 1,215** 2.120 11.8.2005 to 10.8.2014<br />
10.8.2004 289,200 – 2,875 286,325 16 # 2.120 11.8.2005 to 10.8.2009<br />
10.8.2004 31,426 – – 31,426 2 2.120 11.8.2005 to 10.8.2014<br />
7.2.2005 14,505,761 ## 469,883 – 14,035,878 1,272** 2.370 8.2.<strong>2006</strong> to 7.2.2015<br />
7.2.2005 355,750 ## – – 355,750 17 # 2.370 8.2.<strong>2006</strong> to 7.2.2010<br />
7.2.2005 31,426 ## – – 31,426 2 2.370 8.2.<strong>2006</strong> to 7.2.2015<br />
10.8.2005 15,430,046 ## 117,304 – 15,312,742 1,420** 2.570 11.8.<strong>2006</strong> to 10.8.2015<br />
10.8.2005 337,166 ## – – 337,166 17 # 2.570 11.8.<strong>2006</strong> to 10.8.2010<br />
10.8.2005 31,426 ## – – 31,426 2 2.570 11.8.<strong>2006</strong> to 10.8.2015<br />
Total 130,490,630 3,493,922 9,740,323 117,256,385<br />
* Includes 1 executive Director and 1 past Director of the Company<br />
** Includes 1 executive Director of the Company<br />
*** Includes 1 past Director of the Company<br />
#<br />
Includes Directors of the Company and its subsidiaries<br />
##<br />
These numbers relate to options granted and accepted in 2005
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 132<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
3. SHARE CAPITAL (continued)<br />
(iii) Details of share options exercised<br />
PROCEEDS<br />
EXERCISE FROM SHARE SHARE<br />
NO. OF SHARES PRICE ISSUE PRICE<br />
$ $’000 $<br />
<strong>2006</strong><br />
January to March 21,715,361 0.373 – 2.720 46,736 2.88 – 3.12<br />
April to June 3,454,019 1.390 – 2.720 7,417 2.63 – 3.30<br />
July to September 2,403,556 0.373 – 2.720 4,580 2.66 – 2.98<br />
October to December 3,380,068 1.290 – 2.720 7,172 2.94 – 3.20<br />
30,953,004<br />
2005<br />
January to March 11,128,494 0.357 – 2.680 21,126 2.35 – 2.59<br />
April to June 2,824,879 0.422 – 2.680 5,261 2.40 – 2.57<br />
July to September 4,315,761 1.290 – 2.680 8,622 2.48 – 2.63<br />
October to December 3,961,384 0.357 – 2.720 7,772 2.46 – 2.86<br />
22,230,518<br />
The fair value of services received in return for share options granted are measured by reference to the fair value of share<br />
options granted. The estimate of the fair value of the services received is measured based on a binomial model, taking into<br />
account the terms and conditions upon which the options were granted. The following table lists the inputs to the model used<br />
for the years ended 31 December <strong>2006</strong> and 2005.<br />
<strong>2006</strong> 2005<br />
Expected dividend yield (%) (-- Management’s forecast in line with dividend policy --)<br />
Expected volatility (%) 17.02 – 23.31 18.66 –19.20<br />
Risk-free interest rate (%) 2.71 – 3.19 1.90 – 2.38<br />
Expected life of option (years) 2.49 – 5.25 2.50 – 5.25<br />
Exercise price ($) 2.84 – 3.01 2.37 – 2.57<br />
Weighted average share price ($) 2.80 – 3.01 2.37 – 2.57<br />
The expected life of the options is based on historical data and therefore not necessarily indicative of exercise patterns that<br />
may occur. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may<br />
also not necessarily be the actual outcome.<br />
No other features of options were incorporated into the measurement of fair value.
133<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
3. SHARE CAPITAL (continued)<br />
<strong>Singapore</strong> <strong>Technologies</strong> <strong>Engineering</strong> Performance Share Plan (“PSP”)<br />
Performance shares are granted on an annual basis, conditional on targets set for a performance period, currently prescribed<br />
to be a three-year performance period. The performance shares will only be released to the recipient at the end of the<br />
performance qualifying period. The final number of performance shares given will depend on the level of achievement of those<br />
targets over the three-year performance period. A specified number of performance shares shall be released by the ERCC to<br />
the recipient at the end of the performance period, provided a minimum threshold performance is achieved.<br />
DATE OF GRANT<br />
26 JANUARY <strong>2006</strong> 5 AUGUST 2005 8 JULY 2004 TOTAL<br />
Number of performance shares<br />
At grant date 2,450,000 2,160,000 2,130,000 6,740,000<br />
Lapsed – – – –<br />
Outstanding as at 31.12.<strong>2006</strong> 2,450,000 2,160,000 2,130,000 6,740,000<br />
During the year, performance shares amounting to 805,000 ordinary shares were awarded in respect of grants made in 2003.<br />
The fair value of the performance shares is determined at conditional grant date using the Monte Carlo simulation<br />
methodology.<br />
The significant inputs to the model used for the conditional grants in 2004 to <strong>2006</strong> are as follows.<br />
DATE OF GRANT<br />
26 JANUARY <strong>2006</strong> 5 AUGUST 2005 8 JULY 2004<br />
Market conditions<br />
Volatility of MSCI Index (%) 14.69 13.80 20.14<br />
Volatility of the Company’s shares (%) 15.22 17.44 22.84<br />
Correlation of volatility of MSCI vs the Company (%) 26.46 31.62 39.60<br />
Risk-free rate (%) 3.09 2.20 1.66<br />
Share price ($) 2.93 2.56 2.10<br />
Dividend yield (-- Management’s forecast in line with dividend policy --)<br />
Non-market conditions<br />
(Best estimate* of number of shares expected to vest at end of three-year performance period)<br />
– EVA Spread (%) 61 79 –<br />
– EPS Growth 63 64 –<br />
* Subject to revision when new information is available<br />
4. CAPITAL RESERVE<br />
This amount relates to share premium of the respective pooled enterprises, namely <strong>Singapore</strong> <strong>Technologies</strong> Aerospace Ltd,<br />
<strong>Singapore</strong> <strong>Technologies</strong> Electronics Limited, <strong>Singapore</strong> <strong>Technologies</strong> Kinetics Ltd and <strong>Singapore</strong> <strong>Technologies</strong> Marine Ltd<br />
classified as capital reserve upon the pooling of interests during the financial year ended 31 December 1997.
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 134<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
5. OTHER RESERVES<br />
FOREIGN<br />
CURRENCY FAIR SHARE-BASED ASSET<br />
TRANSLATION STATUTORY VALUE PAYMENT REVALUATION<br />
RESERVE RESERVE RESERVE RESERVE RESERVE TOTAL<br />
$’000 $’000 $’000 $’000 $’000 $’000<br />
The Group<br />
At 1.1.2005 (7,594) 333 49,221 5,585 – 47,545<br />
Foreign currency translation<br />
differences 1,223 – – – – 1,223<br />
Net fair value changes on<br />
available-for-sale financial assets – – (1,931) – – (1,931)<br />
Net fair value changes on<br />
cash flow hedges – – (2,550) – – (2,550)<br />
Total net income recognised directly<br />
in equity and for the year 1,223 – (4,481) – – (3,258)<br />
Cost of share-based payment – – – 8,537 – 8,537<br />
Transfer from unappropriated<br />
profit to statutory reserve – 133 – – – 133<br />
At 31.12.2005 (6,371) 466 44,740 14,122 – 52,957<br />
At 1.1.<strong>2006</strong> (6,371) 466 44,740 14,122 – 52,957<br />
Foreign currency translation<br />
differences (33,321) – – – – (33,321)<br />
Net fair value changes on<br />
available-for-sale financial assets – – (14,542) – – (14,542)<br />
Net fair value changes on<br />
cash flow hedges – – (879) – – (879)<br />
Total net income recognised directly<br />
in equity and for the year (33,321) – (15,421) – – (48,742)<br />
Cost of share-based payment – – – 9,431 – 9,431<br />
Revaluation surplus – – – – 81 81<br />
Transfer from unappropriated<br />
profit to statutory reserve – 246 – – – 246<br />
At 31.12.<strong>2006</strong> (39,692) 712 29,319 23,553 81 13,973<br />
GROUP<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Net fair value changes on available-for-sale financial assets arises from:<br />
– Net gain on fair value changes during the year 9,795 5,016<br />
– Recognised in the statement of profit and loss (24,337) (6,947)<br />
(14,542) (1,931)<br />
Foreign currency translation reserve<br />
The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial<br />
statements of foreign subsidiaries whose functional currencies are different from that of the Group’s presentation currency.
135<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
5. OTHER RESERVES (continued)<br />
Statutory reserve<br />
Subsidiaries in the People’s Republic of China follow the accounting principles and relevant financial regulations of the<br />
People’s Republic of China (“PRC GAAP”) applicable to wholly foreign-owned enterprises and Sino-foreign equity joint venture<br />
enterprises in the preparation of the accounting records and statutory financial statements, and the appropriation of the profit<br />
arrived at under PRC GAAP for each year to a statutory reserve.<br />
Fair value reserve<br />
Fair value reserve records the cumulative fair value changes of available-for-sale financial assets until they are derecognised<br />
or impaired as well as the portion of the fair value changes on the derivative financial instruments designated as hedging<br />
instruments in cash flow hedges that is determined to be an effective hedge.<br />
Share-based payment reserve<br />
Share-based payment reserve represents the equity-settled share options and performance shares granted to employees. The<br />
reserve is made up of the cumulative value of services received from employees recorded on grant of equity-settled share<br />
options and performance shares. The expense for services received will be recognised over the vesting period.<br />
Asset revaluation reserve<br />
The asset revaluation reserve records increases in the fair value of freehold land and buildings and decreases to the extent<br />
that such decrease relates to an increase on the same asset previously recognised in equity.<br />
6. UNAPPROPRIATED PROFIT<br />
GROUP<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Retained by:<br />
The Company 530,676 396,815<br />
Subsidiaries 335,670 422,686<br />
Associated companies and joint ventures 94,308 95,745<br />
960,654 915,246
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 136<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
7. PROPERTY, PLANT AND EQUIPMENT<br />
VALUATION/COST<br />
ARISING ARISING<br />
FROM<br />
FROM<br />
ACQUISITION OF DILUTION OF<br />
AS AT INTEREST IN INTEREST IN RECLASSI- TRANSLATION AS AT<br />
1.1.2005 ADDITIONS* DISPOSALS SUBSIDIARIES SUBSIDIARIES FICATIONS DIFFERENCE 31.12.2005<br />
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000<br />
The Group<br />
At 1972 Valuation<br />
Leasehold land and buildings 1,919 – – – – – – 1,919<br />
Wharves and slipways 1,490 – – – – – – 1,490<br />
Syncrolift and floating docks 4,603 – – – – – – 4,603<br />
Plant and machinery 1,694 – – – – – – 1,694<br />
Furniture, fittings, office<br />
equipment and<br />
computers 279 – – – – – – 279<br />
At Cost<br />
Freehold land and buildings 50,366 – – 14,294 – – 614 65,274<br />
Leasehold land and<br />
buildings 416,344 7,278 (35) – – – 532 424,119<br />
Buildings on rented<br />
properties 50,248 6,502 – – – 4,128 – 60,878<br />
Improvements to premises 29,360 1,365 (72) 504 (107) 31 129 31,210<br />
Wharves and slipways 19,825 – – – – – 1 19,826<br />
Syncrolift and floating docks 68,781 75 (75) – – – 1 68,782<br />
Boats and barges 5,458 5 – – – (30) 22 5,455<br />
Plant and machinery 344,853 43,049 (6,798) 3,450 (138) 50 832 385,298<br />
Production tools and<br />
equipment 135,670 15,288 (1,129) 524 – – 126 150,479<br />
Furniture, fittings, office<br />
equipment and<br />
computers 131,444 12,923 (7,732) 4,416 (155) (31) (55) 140,810<br />
Transportation equipment<br />
and vehicles 10,886 1,727 (521) 196 – (20) 19 12,287<br />
Aircraft and aircraft engines 40,339 22,427 – – – – – 62,766<br />
Construction-in-progress 4,645 16,753 – 21 – (4,128) (311) 16,980<br />
1,318,204 127,392 (16,362) 23,405 (400) – 1,910 1,454,149
137<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
7. PROPERTY, PLANT AND EQUIPMENT (continued)<br />
VALUATION/COST<br />
ARISING<br />
ELIMINATION OF<br />
FROM<br />
ACCUMULATED<br />
ACQUISITION OF<br />
DEPRECIATION<br />
AS AT INTEREST IN RECLASSI- ON TRANSLATION AS AT<br />
1.1.<strong>2006</strong> ADDITIONS* DISPOSALS SUBSIDIARIES REVALUATION FICATIONS REVALUATION DIFFERENCE 31.12.<strong>2006</strong><br />
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000<br />
The Group<br />
At Valuation<br />
Freehold land<br />
and buildings – – – 1,874 116 – (40) – 1,950<br />
Leasehold land<br />
and buildings 1,919 – – – – – – – 1,919<br />
Wharves and<br />
slipways 1,490 – – – – – – – 1,490<br />
Syncrolift and<br />
floating docks 4,603 – – – – – – – 4,603<br />
Plant and machinery 1,694 – – – – – – – 1,694<br />
Furniture, fittings,<br />
office equipment<br />
and computers 279 – – – – – – – 279<br />
At Cost<br />
Freehold land<br />
and buildings 65,274 407 (117) – – 630 – (4,830) 61,364<br />
Leasehold land<br />
and buildings 424,119 22,446 (50) 1,412 – 4,179 – (4,501) 447,605<br />
Buildings on<br />
rented<br />
properties 60,878 10,165 – – – – – – 71,043<br />
Improvements to<br />
premises 31,210 3,698 (2,520) 7,712 – 4,573 – (1,462) 43,211<br />
Wharves and<br />
slipways 19,826 5,310 – – – 3,592 – (15) 28,713<br />
Syncrolift and<br />
floating docks 68,782 – – – – – – – 68,782<br />
Boats and barges 5,455 – – – – – – (167) 5,288<br />
Plant and<br />
machinery 385,298 99,608 (30,121) 378,464 – 4,888 – 17,150 855,287<br />
Production tools<br />
and equipment 150,479 19,787 (1,992) 9,399 – (101) – (1,834) 175,738<br />
Furniture, fittings,<br />
office equipment<br />
and computers 140,810 16,698 (7,483) 3,350 – 1,506 – (1,928) 152,953<br />
Transportation<br />
equipment<br />
and vehicles 12,287 1,612 (903) 1,193 – – – (153) 14,036<br />
Aircraft and<br />
aircraft engines 62,766 – – – – – – – 62,766<br />
Construction-inprogress<br />
16,980 22,415 (273) 3,122 – (19,267) – (1,203) 21,774<br />
1,454,149 202,146 (43,459) 406,526 116 – (40) 1,057 2,020,495<br />
* Additions during the year included property, plant and equipment of:<br />
(i) $5,003,339 (2005: $4,062,000) contributed by minority shareholders as part of capital injection; and<br />
(ii) $nil (2005: $5,795,000) offset against the net investment in a joint venture.
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 138<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
7. PROPERTY, PLANT AND EQUIPMENT (continued)<br />
ACCUMULATED DEPRECIATION<br />
ARISING<br />
FROM<br />
DEPRECIATION<br />
DILUTION OF<br />
AS AT CHARGE FOR IMPAIRMENT INTEREST IN RECLASSI- TRANSLATION AS AT<br />
1.1.2005 THE YEAR LOSS SUBSIDIARIES DISPOSALS FICATIONS DIFFERENCE 31.12.2005<br />
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000<br />
The Group<br />
At 1972 Valuation<br />
Leasehold land and buildings 1,919 – – – – – – 1,919<br />
Wharves and slipways 1,490 – – – – – – 1,490<br />
Syncrolift and floating docks 4,603 – – – – – – 4,603<br />
Plant and machinery 1,694 – – – – – – 1,694<br />
Furniture, fittings, office<br />
equipment and computers 279 – – – – – – 279<br />
At Cost<br />
Freehold land and buildings 7,070 1,537 11,890 – – – 75 20,572<br />
Leasehold land and<br />
buildings 221,199 16,958 – – (35) – 145 238,267<br />
Buildings on rented<br />
properties 19,416 2,227 – – – – – 21,643<br />
Improvements to premises 12,474 3,761 – (16) (72) – (4) 16,143<br />
Wharves and slipways 14,512 1,063 – – – – – 15,575<br />
Syncrolift and floating<br />
docks 57,482 3,644 – – (10) – (65) 61,051<br />
Boats and barges 4,619 470 352 – – – 14 5,455<br />
Plant and machinery 292,612 20,736 (29) (22) (6,267) (73) 382 307,339<br />
Production tools and<br />
equipment 114,938 11,199 – – (1,106) 73 75 125,179<br />
Furniture, fittings, office<br />
equipment and<br />
computers 116,346 10,857 – (49) (7,632) – (12) 119,510<br />
Transportation equipment<br />
and vehicles 8,385 1,010 – – (495) – 27 8,927<br />
Aircraft and aircraft engines 23,676 5,630 – – – – – 29,306<br />
902,714 79,092 12,213 (87) (15,617) – 637 978,952
139<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
7. PROPERTY, PLANT AND EQUIPMENT (continued)<br />
ACCUMULATED DEPRECIATION<br />
ELIMINATION<br />
OF<br />
DEPRECIATION<br />
ACCUMULATED<br />
CHARGE<br />
DEPRECIATION<br />
AS AT FOR IMPAIRMENT RECLASSI- ON TRANSLATION AS AT<br />
1.1.<strong>2006</strong> THE YEAR LOSS DISPOSALS FICATIONS REVALUATION DIFFERENCE 31.12.<strong>2006</strong><br />
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000<br />
The Group<br />
At Valuation<br />
Freehold land and buildings – 40 – – – (40) – –<br />
Leasehold land and buildings 1,919 – – – – – – 1,919<br />
Wharves and slipways 1,490 – – – – – – 1,490<br />
Syncrolift and floating docks 4,603 – – – – – – 4,603<br />
Plant and machinery 1,694 – – – – – – 1,694<br />
Furniture, fittings, office<br />
equipment and computers 279 – – – – – – 279<br />
At Cost<br />
Freehold land and buildings 20,572 1,096 – (54) – – (1,523) 20,091<br />
Leasehold land and<br />
buildings 238,267 18,276 33 (22) – – (1,885) 254,669<br />
Buildings on rented<br />
properties 21,643 1,941 – – – – – 23,584<br />
Improvements to premises 16,143 5,308 – (2,452) – – (630) 18,369<br />
Wharves and slipways 15,575 1,495 – – – – (8) 17,062<br />
Syncrolift and floating docks 61,051 3,648 – – – – – 64,699<br />
Boats and barges 5,455 124 – – (280) – (170) 5,129<br />
Plant and machinery 307,339 59,386 264 (19,048) 353 – (4,026) 344,268<br />
Production tools and<br />
equipment 125,179 15,943 – (1,420) (101) – (1,084) 138,517<br />
Furniture, fittings, office<br />
equipment and<br />
computers 119,510 15,744 – (7,096) 28 – (1,557) 126,629<br />
Transportation equipment<br />
and vehicles 8,927 1,357 – (531) – – (93) 9,660<br />
Aircraft and aircraft engines 29,306 6,318 – – – – – 35,624<br />
978,952 130,676 297 (30,623) – (40) (10,976) 1,068,286
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 140<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
7. PROPERTY, PLANT AND EQUIPMENT (continued)<br />
NET BOOK VALUE<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
The Group<br />
At Valuation<br />
Freehold land and buildings 1,950 –<br />
Leasehold land and buildings – –<br />
Wharves and slipways – –<br />
Syncrolift and floating docks – –<br />
Plant and machinery – –<br />
Furniture, fittings, office equipment and computers – –<br />
At Cost<br />
Freehold land and buildings 41,273 44,702<br />
Leasehold land and buildings 192,936 185,852<br />
Buildings on rented properties 47,459 39,235<br />
Improvements to premises 24,842 15,067<br />
Wharves and slipways 11,651 4,251<br />
Syncrolift and floating docks 4,083 7,731<br />
Boats and barges 159 –<br />
Plant and machinery 511,019 77,959<br />
Production tools and equipment 37,221 25,300<br />
Furniture, fittings, office equipment and computers 26,324 21,300<br />
Transportation equipment and vehicles 4,376 3,360<br />
Aircraft and aircraft engines 27,142 33,460<br />
Construction-in-progress 21,774 16,980<br />
952,209 475,197<br />
The Company<br />
AT COST<br />
AS AT 1.1.2005 ADDITIONS AS AT 31.12.2005<br />
$’000 $’000 $’000<br />
Furniture, fittings, office equipment and computers 871 499 1,370<br />
Transportation equipment and vehicles 298 – 298<br />
1,169 499 1,668<br />
ACCUMULATED DEPRECIATION<br />
DEPRECIATION<br />
CHARGE FOR<br />
AS AT 1.1.2005 THE YEAR AS AT 31.12.2005<br />
$’000 $’000 $’000<br />
Furniture, fittings, office equipment and computers 712 150 862<br />
Transportation equipment and vehicles 5 60 65<br />
717 210 927
141<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
7. PROPERTY, PLANT AND EQUIPMENT (continued)<br />
The Company<br />
AT COST<br />
AS AT 1.1.<strong>2006</strong> ADDITIONS AS AT 31.12.<strong>2006</strong><br />
$’000 $’000 $’000<br />
Furniture, fittings, office equipment and computers 1,370 251 1,621<br />
Transportation equipment and vehicles 298 – 298<br />
1,668 251 1,919<br />
ACCUMULATED DEPRECIATION<br />
DEPRECIATION<br />
CHARGE FOR<br />
AS AT 1.1.<strong>2006</strong> THE YEAR AS AT 31.12.<strong>2006</strong><br />
$’000 $’000 $’000<br />
Furniture, fittings, office equipment and computers 862 276 1,138<br />
Transportation equipment and vehicles 65 59 124<br />
927 335 1,262<br />
NET BOOK VALUE<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Furniture, fittings, office equipment and computers 483 508<br />
Transportation equipment and vehicles 174 233<br />
657 741<br />
The Group<br />
(a) Property, plant and equipment at valuation<br />
As at 1 January <strong>2006</strong>, property, plant and equipment which are shown at valuation are stated at values arrived at by an<br />
independent firm of professional valuers on 30 November 1972, on the basis of open market value for existing use. There<br />
is no fixed frequency of revaluation. Revaluation will be performed as and when deemed appropriate by the Directors.<br />
These property, plant and equipment are fully depreciated as at 31 December <strong>2006</strong> and 2005.<br />
During the year, a freehold building was valued by an independent firm of professional valuers on 8 January 2007 on the<br />
basis of open market value for existing use. The net book value of the building as at 31 December <strong>2006</strong> is $1,950,000.<br />
(b) Property, plant and equipment pledged as security<br />
(i) Freehold land and buildings and leasehold buildings of subsidiaries with a carrying amount of $7,442,000 (2005:<br />
$4,854,000) are pledged as security for long-term loans.<br />
(ii) Plant and machinery of a subsidiary with carrying value of $223,358,000 (2005: $nil) are subject to a floating charge<br />
of Euro 210 million to secure two of the subsidiary’s bank loans.
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 142<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
7. PROPERTY, PLANT AND EQUIPMENT (continued)<br />
(c) Property, plant and equipment under lease obligations<br />
Included in the above are property, plant and equipment acquired under lease obligations with a net book value of:<br />
GROUP<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Leasehold land and buildings 2,927 3,680<br />
(d) The major properties of the Group comprise:<br />
(i) Freehold land and buildings<br />
NET BOOK VALUE<br />
LOCATION DESCRIPTION LAND AREA <strong>2006</strong> 2005<br />
(SQ. M.) $’000 $’000<br />
Malaysia<br />
Awana Chalet 8th mile, Genting Highlands, Staff recreation and 58 2 98<br />
69000 Genting Highlands, Pahang apartment unit<br />
USA<br />
47889 South K Street Tulare, California Industrial buildings 88,949 2,801 3,100<br />
13442 Emerson Road Kidron, Ohio Industrial buildings 68,351 1,441 1,606<br />
300 Hackney Ave, Independence, Kansas Industrial buildings 117,358 2,071 2,318<br />
400 Hackney Ave, Washington, North Carolina Industrial buildings 39,942 2,248 2,517<br />
914 Saegers Station Drive, Montgomery,<br />
Pennsylvania Industrial buildings 122,659 4,389 4,854<br />
7801 Trinity Drive, Escatawpa, Mississippi Shipyard and buildings 839,564 4,896 5,102<br />
5801 Elder Ferry Rd, Moss Point, Mississippi Shipyard and buildings 227,151 4,497 4,703<br />
900 Bayou Casotte Parkway, Pascagoula,<br />
Mississippi Shipyard and buildings 331,803 13,258 14,304<br />
3800 Richardson Road South, Hope Hull,<br />
Alabama Production facility 8,361 4,197 4,717<br />
<strong>Singapore</strong><br />
159 Sin Ming Road Amtech Building #04-05 Warehouse and office building 575 1,950 –
143<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
7. PROPERTY, PLANT AND EQUIPMENT (continued)<br />
(ii) Leasehold land, buildings and improvements<br />
NET BOOK VALUE<br />
LOCATION DESCRIPTION TENURE LAND AREA <strong>2006</strong> 2005<br />
(SQ. M.) $’000 $’000<br />
<strong>Singapore</strong><br />
501 Airport Road Factory and office 20 years from 1.6.1993 23,899 3,158 3,664<br />
building<br />
503 Airport Road Factory and office 20 years from 1.6.1993 7,175 890 1,023<br />
building<br />
540 Airport Road Warehouse and office 30 years from 15.8.1985 5,850 1,354 1,508<br />
building<br />
Hangar and office 30 years from 1.1.1984 18,918 3,936 4,443<br />
building<br />
8 Changi North Way Hangar and office 30 years from 1.1.1992 75,713 37,292 39,778<br />
building<br />
Hangar and office 22.5 years from 16.6.1999 14,860 3,605 3,845<br />
building<br />
Hangar and office 16.3 years from 20.8.2005 9,764 15,012 –<br />
building<br />
24 Ang Mo Kio Industrial and 30 years from 1.12.1982, 23,970 11,384 12,028<br />
Street 65 commercial buildings renewable to 2042<br />
100 Jurong East Industrial and 30 years from 1.11.1988, 11,232 9,227 9,563<br />
Street 21 commercial buildings renewable to 2048<br />
70 Ubi Crescent Factory 60 years from 5.7.1997 730 1,103 –<br />
Ubi Techpark #01-12<br />
5 Portsdown Road Industrial and 3 years from 1.12.2005, 88,400 472 827<br />
commercial buildings renewable to 2010<br />
5 Ubi Close Car showroom cum 30 years from 1.8.1994 6,274 15,491 16,761<br />
workshop<br />
33 Tuas Avenue 2 Factory and office 30 years from 1.4.1996 6,669 2,820 2,967<br />
building<br />
16 Benoi Crescent Industrial and 30 years from 16.7.1989 6,981 3,388 3,662<br />
commercial buildings<br />
249 Jalan Boon Lay Industrial and 27 years from 1.10.2001 120,000 6,851 7,678<br />
commercial buildings to 31.12.2028<br />
(renewable to 10.10.2065)
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 144<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
7. PROPERTY, PLANT AND EQUIPMENT (continued)<br />
(ii) Leasehold land, buildings and improvements (continued)<br />
NET BOOK VALUE<br />
LOCATION DESCRIPTION TENURE LAND AREA <strong>2006</strong> 2005<br />
(SQ. M.) $’000 $’000<br />
<strong>Singapore</strong><br />
2D Ayer Rajah Crescent Industrial and 3 years from 1.4.2004 29,904 – –<br />
commercial buildings to 31.3.2007<br />
16 Tuas Avenue 7 Industrial buildings 30 years from 16.8.1983 12,029 1,294 1,479<br />
601 Rifle Range Road Industrial buildings Renewable every year * 1,380,983 1,724 2,584<br />
15 Chin Bee Drive Industrial buildings 60 years from 1.8.1973 39,640 4,101 4,534<br />
7 Benoi Road Buildings, foreshore 56 years from 1.6.1969 103,802 17,961 19,557<br />
and workshops<br />
60 Tuas Road Buildings, foreshore 30 years from 1.12.1992 125,262 6,265 6,927<br />
and workshops<br />
16 Benoi Road Administrative offices 56 years from 1.6.1969 20,244 – –<br />
30/36 Kian Teck Workers’ dormitory 30 years from 1.9.1995 3,908 5,454 5,746<br />
Avenue<br />
USA<br />
2100 9th Street Hangar and 22 years from 1.1.1991 103,825 22,294 23,382<br />
Brookley Complex, office building<br />
Mobile, Alabama<br />
9800 John Saunders Hangar and 16 7 / 12 years from 195,663 8,848 10,622<br />
Road, San Antonio, office building 1.6.2002<br />
Texas<br />
People’s Republic of China<br />
555 Kanghua Road, Industrial buildings 50 years from 12.6.2003 15,890 3,538 3,987<br />
Kangqiao Industrial to 27.7.2052<br />
Zone, Shanghai<br />
97 Zhong Cao Road Industrial and 41 years from 1.10.2005 276,633 6,094 –<br />
Guiyang, Guizhou commercial buildings to 30.9.2045<br />
Europe<br />
405, Blazer Court, Residential apartment 130 years from 1.1.1998 74 395 –<br />
St John’s Wood Road,<br />
London NW 8<br />
* This relates to buildings constructed by a subsidiary on properties rented from the Ministry of Defence on leases which<br />
are renewable every year. In view of the relationship between the landlord and the subsidiary, the cost of the buildings is<br />
depreciated over 30 years.
145<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
7. PROPERTY, PLANT AND EQUIPMENT (continued)<br />
(iii) Buildings on rented properties<br />
NET BOOK VALUE<br />
LOCATION DESCRIPTION TENURE LAND AREA <strong>2006</strong> 2005<br />
(SQ. M.) $’000 $’000<br />
<strong>Singapore</strong><br />
540 Airport Road Hangars and 3 years lease from 1.7.<strong>2006</strong> 48,882 28,891 30,239<br />
office building<br />
540 Airport Road Hangars and 3 years lease from 5.10.2004 10,956 8,850 8,996<br />
office building<br />
Seletar West Camp Hangars and 3 years lease from 12.9.<strong>2006</strong> 4,714 9,718 –<br />
office building<br />
The buildings on rented properties relate to buildings constructed by one of the subsidiaries on properties rented from the<br />
Ministry of Defence on leases which are renewable every three years. In view of the relationship between the landlord and<br />
the subsidiary, the cost of the buildings on rented properties, except for the hangar in Seletar West Camp, is depreciated<br />
over 30 years. The hangar in Seletar West Camp is depreciated over 10 years.<br />
8. SUBSIDIARIES<br />
COMPANY<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Unquoted shares, at cost:<br />
<strong>Singapore</strong> <strong>Technologies</strong> Aerospace Ltd 90,114 90,114<br />
<strong>Singapore</strong> <strong>Technologies</strong> Electronics Limited 26,982 26,982<br />
<strong>Singapore</strong> <strong>Technologies</strong> Kinetics Ltd 61,938 61,938<br />
<strong>Singapore</strong> <strong>Technologies</strong> Marine Ltd 56,000 56,000<br />
Vision <strong>Technologies</strong> Systems, Inc. 297,494 168,166<br />
<strong>Singapore</strong> <strong>Technologies</strong> Dynamics Pte Ltd 6,000 6,000<br />
ST Synthesis Pte Ltd 2,156 2,156<br />
FusionTech Pte. Ltd. 1,000 1,000<br />
Kaz-ST <strong>Engineering</strong> Bastau Limited Liability Partnership 578 336<br />
542,262 412,692<br />
Provision for impairment (7,000) (6,000)<br />
Carrying amount after provision for impairment 535,262 406,692<br />
Capital contribution in form of share options and<br />
performance shares issued to employees of subsidiaries 8,947 –<br />
544,209 406,692
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 146<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
8. SUBSIDIARIES (continued)<br />
Details of the subsidiaries are as follows:<br />
EFFECTIVE EQUITY<br />
INTEREST HELD<br />
BY THE GROUP<br />
<strong>2006</strong> 2005<br />
% %<br />
(a) <strong>Singapore</strong> <strong>Technologies</strong> Aerospace Ltd and its subsidiaries 100 100<br />
ST Aerospace <strong>Engineering</strong> Pte Ltd and its subsidiaries: 100 100<br />
ST PAE Holdings Pty Ltd 100 100<br />
Pacific Flight Services Pte Ltd 100 100<br />
ST Aerospace Engines Pte Ltd 100 100<br />
ST Aerospace Systems Pte Ltd 100 100<br />
ST Aerospace Supplies Pte Ltd and its subsidiary: 100 100<br />
iShopAero Pte Ltd 100 100<br />
ST Aerospace International Structures Pte Ltd 100 100<br />
ST Aviation Resources Pte Ltd and its subsidiary: 100 100<br />
ST Aviation Resources 1 Limited 100 100<br />
ST Aviation Services Co Pte Ltd 80 80<br />
Visiontech Investment Pte Ltd 100 100<br />
<strong>Singapore</strong> <strong>Technologies</strong> <strong>Engineering</strong> (Europe) Ltd 100 100<br />
<strong>Singapore</strong> Aerospace Kabushiki Kaisha 100 100<br />
Visiontech <strong>Engineering</strong> Pte Ltd 51 51<br />
ST Airport Ground Services Pte Ltd 100 100<br />
Bournemouth Aviation Services Company Limited 81 81<br />
<strong>Singapore</strong> British <strong>Engineering</strong> Pte Ltd 51 51<br />
SAS Component Group A/S and its subsidiary: 71.3 –<br />
Airline Rotables (UK Holdings) Limited (formerly<br />
known as ST Aerospace (UK) Limited) and its subsidiary: 71.3 100<br />
Airline Rotables Limited 71.3 100<br />
Panama Aerospace <strong>Engineering</strong> Inc. 100 –<br />
(b) <strong>Singapore</strong> <strong>Technologies</strong> Electronics Limited and its subsidiaries 100 100<br />
SEEL Electronic & <strong>Engineering</strong> Sdn Bhd 100 100<br />
ST Electronics (Info-Software Systems) Pte. Ltd. and its subsidiaries: 100 100<br />
INFA Systems Limited 70 70<br />
ST Electronics (Software Services) Limited<br />
(formerly known as Xinke Information Systems Ltd) 100 100<br />
PM-B Pte Ltd and its subsidiaries: 70 –<br />
PMB Project Management Business Sdn Bhd 70 –<br />
PT PM-B Indonesia 70 –<br />
Beijing Tong Fang Shi Cheng Ki Ji Pte Ltd 70 –<br />
ST Electronics (Training & Simulation Systems) Pte. Ltd. and its subsidiaries: 100 100<br />
ST Electronics (Digital Media) Pte. Ltd.<br />
(formerly known as Interactive Visual Laboratory Pte. Ltd.) 100 100<br />
ST Education & Training Private Limited and its subsidiaries: 70 70<br />
STET Maritime Education Pte. Ltd. 70 70<br />
STET Maritime Bureau Pte. Ltd. 70 70<br />
Brightspot Interactive Learning Pte. Ltd. and its subsidiary: 51 16<br />
Brightspot Interactive Learning Inc. 51 16
147<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
8. SUBSIDIARIES (continued)<br />
EFFECTIVE EQUITY<br />
INTEREST HELD<br />
BY THE GROUP<br />
<strong>2006</strong> 2005<br />
% %<br />
(b) <strong>Singapore</strong> <strong>Technologies</strong> Electronics Limited and its subsidiaries (continued)<br />
ST Electronics (Info-Comm Systems) Pte. Ltd. and its subsidiaries: 100 100<br />
ST Electronics (Info-Security) Pte. Ltd.<br />
(formerly known as DigiSAFE Pte Ltd) and its subsidiary: 100 100<br />
DataMark <strong>Technologies</strong> Pte Ltd 61.12 61.12<br />
STELCOMMS Pte. Ltd. 100 –<br />
ST Electronics (Satcom & Sensor Systems) Pte. Ltd. and its subsidiary: 100 100<br />
ST Electronics (Sichuan) Co., Ltd 100 100<br />
ST Electronics (Shanghai) Co., Ltd and its subsidiary: 100 100<br />
ST Electronics-PCI Co., Ltd 51 51<br />
iTS <strong>Technologies</strong> Pte Ltd 100 100<br />
ST Electronics (Taiwan) Limited 100 100<br />
Intelect <strong>Technologies</strong>, Incorporated 78.57 78.57<br />
Ripple Systems Pty Ltd 70 70<br />
STELOP Pte. Ltd. (formerly known as Chartered Electro-Optics Pte Ltd) 50.05 50.05<br />
TranSys Pte Ltd 100 @ 50<br />
(c) <strong>Singapore</strong> <strong>Technologies</strong> Kinetics Ltd and its subsidiaries 100 100<br />
<strong>Singapore</strong> Ordnance <strong>Engineering</strong> Pte. Ltd. 100 100<br />
Mobility Systems Pte Ltd and its subsidiaries: 100 100<br />
Silvatech Global Systems Limited 100 50**<br />
Silvatech Systems Corporation Pte Ltd and its subsidiaries: 100 50**<br />
Kinetics Drive Solutions Inc. (formerly known as Int. Silvatech Industries Inc.) 100^^ 50**<br />
Silvatech Systems Marketing Inc. –^^ 50**<br />
STA Inspection Pte Ltd and its subsidiary: 100 100<br />
JuzclickCar.com Pte Ltd 90 90<br />
<strong>Singapore</strong> Commuter Private Limited 100 100<br />
ST Automotive Industrial Pte Ltd 100 100<br />
STA Investment Pte Ltd 100 100<br />
ST Automotive (Vietnam) Pte Ltd 100 100<br />
STA Detroit Diesel-Allison (<strong>Singapore</strong>) Pte Ltd 100 100<br />
Shanghai Elite Electric Vehicles Co., Ltd 100 100<br />
Expert Systems Pte Ltd 100 100<br />
<strong>Singapore</strong> Test Services Private Limited and its subsidiary: 100 100<br />
SAO Industrial Services Pte Ltd 100 100<br />
Advanced Material <strong>Engineering</strong> Pte. Ltd. and its subsidiary: 100 100<br />
Advanced Pyrotechnic Materials Private Limited<br />
(formerly known as Chartered Pyrotechnic Industries Private Limited) 51 51<br />
Unicorn International Pte Limited 100 100<br />
Allied Ordnance of <strong>Singapore</strong> (Pte) Limited 100 100<br />
Ordnance Development and <strong>Engineering</strong> Company of <strong>Singapore</strong> (1996) Private Limited 100 100<br />
Autonomous Technology Pte Ltd and its subsidiary: 100 100<br />
Guizhou Jonyang Kinetics Co., Ltd. 60 60<br />
Kinetics Systems (Shanghai) Co., Ltd. 100 100<br />
Founders Industries Pte Ltd and its subsidiary: 100 100<br />
Ordnance Development and <strong>Engineering</strong> Company of <strong>Singapore</strong> (Private) Limited – 100<br />
STAR Automotive Center (Zhejiang) Co., Ltd. 86.24 70
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 148<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
8. SUBSIDIARIES (continued)<br />
EFFECTIVE EQUITY<br />
INTEREST HELD<br />
BY THE GROUP<br />
<strong>2006</strong> 2005<br />
% %<br />
(d) <strong>Singapore</strong> <strong>Technologies</strong> Marine Ltd and its subsidiary 100 100<br />
STSE <strong>Engineering</strong> Services Pte Ltd 100 100<br />
(e) Vision <strong>Technologies</strong> Systems, Inc. and its subsidiaries 100 100<br />
<strong>Singapore</strong> <strong>Technologies</strong> <strong>Engineering</strong> (USA) Inc. 100 100<br />
SA Supplies (USA) Inc. 100 100<br />
VT Systems, Inc. 100 100<br />
Vision <strong>Technologies</strong> Aerospace, Incorporated and its subsidiaries: 100 100<br />
ST Mobile Aerospace <strong>Engineering</strong>, Inc. 100 100<br />
DalFort Aerospace GP, Inc. 100 100<br />
DalFort Aerospace, L.P. 100 100<br />
San Antonio Aerospace GP, LLC 100 100<br />
San Antonio Aerospace LP 100 100<br />
Vision <strong>Technologies</strong> Electronics, Inc. and its subsidiary: 100 100<br />
iDirect, Inc. and its subsidiaries: 100 100<br />
iDirect Hong Kong Limited 100 100<br />
iDirect UK Limited 100 100<br />
iDirect Italy srl 100 100<br />
iDirect International Corporation and its subsidiary: 100 100<br />
iDirect <strong>Singapore</strong> Pte. Ltd. 100 –<br />
Vision <strong>Technologies</strong> Kinetics, Inc. and its subsidiaries: 100 100<br />
Miltope Corporation 100 100<br />
MÄK <strong>Technologies</strong>, Inc. 80 –<br />
Vision <strong>Technologies</strong> Land Systems, Inc. and its subsidiaries: 100 100<br />
VT Dimensions, Inc. 100 100<br />
VT LeeBoy, Inc. 100 –<br />
VT Specialized Vehicles Corporation (formerly known as Specialized Vehicles Corporation) 100 100<br />
Vision <strong>Technologies</strong> Marine, Inc. and its subsidiary: 100 100<br />
VT Halter Marine, Inc. 100 100<br />
(f) <strong>Singapore</strong> <strong>Technologies</strong> Dynamics Pte Ltd 100 100<br />
(g) ST Synthesis Pte Ltd 100 100<br />
(h) FusionTech Pte. Ltd. 100 100<br />
(i) Kaz-ST <strong>Engineering</strong> Bastau Limited Liability Partnership 51 51<br />
@<br />
During the year, following an additional acquisition of interest, TranSys Pte Ltd had become a subsidiary of the Group.<br />
** The Group owns 50% plus one share in these companies.<br />
^^ These entities were amalgamated as one company under the name Kinetics Drive Solutions Inc. during the year.
149<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
8. SUBSIDIARIES (continued)<br />
Further details of the subsidiaries are as follows:<br />
COUNTRY OF<br />
INCORPORATION/<br />
PLACE OF<br />
NAME OF SUBSIDIARY PRINCIPAL ACTIVITIES BUSINESS<br />
<strong>Singapore</strong> <strong>Technologies</strong> Aerospace Ltd Investment holding and provision of engineering, <strong>Singapore</strong><br />
marketing and engineering support services<br />
ST Aerospace <strong>Engineering</strong> Pte Ltd Repair, maintenance and servicing of aircraft <strong>Singapore</strong><br />
ST PAE Holdings Pty Ltd Investment holding Australia<br />
Pacific Flight Services Pte Ltd Providing air transport services <strong>Singapore</strong><br />
ST Aerospace Engines Pte Ltd Repair and overhaul of aircraft engines <strong>Singapore</strong><br />
ST Aerospace Systems Pte Ltd Service, repair and overhaul of aircraft components <strong>Singapore</strong><br />
ST Aerospace Supplies Pte Ltd Trading, Maintenance-By-The-Hour services for <strong>Singapore</strong><br />
component and repair management and warehousing<br />
services for aircraft equipment, parts and components<br />
iShopAero Pte Ltd Trading, e-commerce and information technology <strong>Singapore</strong><br />
related services for the aerospace industry<br />
ST Aerospace International Designing, developing and manufacturing aircraft, <strong>Singapore</strong><br />
Structures Pte Ltd<br />
engines, equipment, accessories, components and<br />
such other parts<br />
ST Aviation Resources Pte Ltd Investment holding <strong>Singapore</strong><br />
ST Aviation Resources 1 Limited # Investment holding and aircraft leasing business British Virgin<br />
Islands<br />
ST Aviation Services Co Pte Ltd Repair, maintenance, modification and servicing of <strong>Singapore</strong><br />
commercial aircraft<br />
Visiontech Investment Pte Ltd Investment holding and dealing <strong>Singapore</strong><br />
<strong>Singapore</strong> <strong>Technologies</strong> <strong>Engineering</strong> Providing marketing and investment services UK<br />
(Europe) Ltd<br />
to the Group<br />
<strong>Singapore</strong> Aerospace Kabushiki Kaisha # Providing marketing services to the Group Japan<br />
Visiontech <strong>Engineering</strong> Pte Ltd Provision of engineering services for the repair, <strong>Singapore</strong><br />
maintenance and modification of aircraft, aircraft<br />
equipment and components<br />
ST Airport Ground Services Pte Ltd Investment holding and provision of airport ground <strong>Singapore</strong><br />
cargo and passenger handling services
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 150<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
8. SUBSIDIARIES (continued)<br />
COUNTRY OF<br />
INCORPORATION/<br />
PLACE OF<br />
NAME OF SUBSIDIARY PRINCIPAL ACTIVITIES BUSINESS<br />
Bournemouth Aviation Services Repair and maintenance of aircraft UK<br />
Company Limited +<br />
<strong>Singapore</strong> British <strong>Engineering</strong> Pte Ltd Marketing and sale of a range of defence products and <strong>Singapore</strong><br />
associated equipment and participating in the<br />
development of new products and systems<br />
SAS Component Group A/S Supply aircraft components, including purchase, Denmark<br />
maintenance and logistics services<br />
Airline Rotables (UK Holdings) Limited Investment holding UK<br />
(formerly known as ST Aerospace<br />
(UK) Limited)<br />
Airline Rotables Limited Providing component management and support UK<br />
services for aircraft<br />
Panama Aerospace <strong>Engineering</strong> Inc.^ Repair and maintenance of aircraft Republic of<br />
Panama<br />
<strong>Singapore</strong> <strong>Technologies</strong> Electronics Limited Design, development, supply, installation, integration <strong>Singapore</strong><br />
and maintenance of transportation, intelligent building,<br />
defence electronic and communication systems<br />
SEEL Electronic & <strong>Engineering</strong> Sdn Bhd Sales of electronic instruments and equipment, Malaysia<br />
electronic engineering and systems integration services<br />
for infrastructure projects as well as maintenance and<br />
calibration of electronic equipment<br />
ST Electronics (Info-Software Systems) Design, development and supply of real-time/mission <strong>Singapore</strong><br />
Pte. Ltd.<br />
critical systems and provision of related maintenance<br />
services<br />
INFA Systems Limited Provision for services in consulting, designing and Hong Kong<br />
developing systems integration, the maintenance and<br />
support of operational and computer systems and sales<br />
and distribution of system equipment<br />
ST Electronics (Software Services) Limited Providing IT outsourcing services, software applications People’s Republic<br />
(formerly known as Xinke Information development and turnkey solutions of China<br />
Systems Ltd)<br />
PM-B Pte Ltd Relate to mechanical, electrical and engineering works <strong>Singapore</strong><br />
to design, build and provide facility management services<br />
for mission critical environments such as data centres,<br />
disaster recovery and business continuity sites
151<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
8. SUBSIDIARIES (continued)<br />
COUNTRY OF<br />
INCORPORATION/<br />
PLACE OF<br />
NAME OF SUBSIDIARY PRINCIPAL ACTIVITIES BUSINESS<br />
PMB Project Management Business Relate to mechanical, electrical and engineering works Malaysia<br />
Sdn Bhd<br />
to design, build and provide facility management services<br />
for mission critical environments such as data centres,<br />
disaster recovery and business continuity sites<br />
PT PM-B Indonesia Relate to mechanical, electrical and engineering works Indonesia<br />
to design, build and provide facility management services<br />
for mission critical environments such as data centres,<br />
disaster recovery and business continuity sites<br />
Beijing Tong Fang Shi Cheng Ki Ji Pte Ltd Relate to mechanical, electrical and engineering works People’s Republic<br />
to design, build and provide facility management services of China<br />
for mission critical environments such as data centres,<br />
disaster recovery and business continuity sites<br />
ST Electronics (Training & Simulation Design, development, supply, integration and <strong>Singapore</strong><br />
Systems) Pte. Ltd.<br />
maintenance of training and simulation systems<br />
ST Electronics (Digital Media) Pte. Ltd. Design, development and manufacture of computers <strong>Singapore</strong><br />
(formerly known as Interactive Visual and data processing systems, as well as provision of<br />
Laboratory Pte. Ltd.)<br />
services for the processing and maintenance of data<br />
and information<br />
ST Education & Training Private Limited Provision of education and training, management and <strong>Singapore</strong><br />
consultancy services for operational and technical domains<br />
of maritime, aerospace and land services and industries<br />
STET Maritime Education Pte. Ltd. Provision of education and training for operational and <strong>Singapore</strong><br />
technical domains of the maritime industry<br />
STET Maritime Bureau Pte. Ltd.<br />
Provision of marine audit, survey and consultancy services <strong>Singapore</strong><br />
Brightspot Interactive Learning Pte. Ltd. Investment holding and provision of training services <strong>Singapore</strong><br />
such as soft skills and management skills to corporations,<br />
and other courses to individuals through satellites<br />
broadcast<br />
Brightspot Interactive Learning Inc Provision of training services such as soft skills and People’s Republic<br />
management skills to corporations, and other courses of China<br />
to individuals through satellites broadcast<br />
ST Electronics (Info-Comm Systems) Design, development, systems integration, manufacturing <strong>Singapore</strong><br />
Pte. Ltd.<br />
and sale of communication equipment, GPS-based fleet<br />
management system, traffic management system,<br />
info appliances and defence electronics
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 152<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
8. SUBSIDIARIES (continued)<br />
COUNTRY OF<br />
INCORPORATION/<br />
PLACE OF<br />
NAME OF SUBSIDIARY PRINCIPAL ACTIVITIES BUSINESS<br />
ST Electronics (Info-Security) Pte. Ltd. Design, development, sale and provision of technical <strong>Singapore</strong><br />
(formerly known as DigiSAFE Pte Ltd) support for information security products, solutions<br />
and services<br />
DataMark <strong>Technologies</strong> Pte Ltd Develop and provide digital water marking and <strong>Singapore</strong><br />
related solutions<br />
STELCOMMS Pte. Ltd. Design, development and sale of communication <strong>Singapore</strong><br />
related products and subsystems<br />
ST Electronics (Satcom & Sensor Manufacture of microwave components and <strong>Singapore</strong><br />
Systems) Pte. Ltd.<br />
sub-systems, system integration and provision of<br />
related repairs and maintenance for the<br />
telecommunications and defence electronics industries<br />
ST Electronics (Sichuan) Co., Ltd Maintenance of communication and other related People’s Republic<br />
apparatus and consultant service of telecommunication of China<br />
technology<br />
ST Electronics (Shanghai) Co., Ltd Development and manufacturing of computer control People’s Republic<br />
and management systems, microwave control systems, of China<br />
simulation and training systems, security systems,<br />
MRT passenger information systems, MRT autofare<br />
collection system, MRT platform screen door system<br />
and related software. Provision of related technical<br />
consultation and aftersales services and sale of<br />
in-house products.<br />
ST Electronics-PCI Co., Ltd Computer software and hardware R&D and manufacture, People’s Republic<br />
computer supervise and control management system, of China<br />
microwave system, simulation and training system,<br />
security management system and peripheral devices,<br />
selling in-house products, and offering relevant system<br />
integration and skill consultation and after-sales service.<br />
Electronic technologies, industry automatic equipment<br />
R&D, electronic consulting service, system integration<br />
and network engineering installation.<br />
iTS <strong>Technologies</strong> Pte Ltd Development, marketing and maintenance of advance <strong>Singapore</strong><br />
simulation and training systems for the aircraft and<br />
other industries<br />
ST Electronics (Taiwan) Limited # Provide integration for large-scale system projects in Taiwan<br />
rail, expressway and intelligent building<br />
management solutions
153<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
8. SUBSIDIARIES (continued)<br />
COUNTRY OF<br />
INCORPORATION/<br />
PLACE OF<br />
NAME OF SUBSIDIARY PRINCIPAL ACTIVITIES BUSINESS<br />
Intelect <strong>Technologies</strong>, Incorporated # Development and supply of a family of multi-access USA<br />
optical networking equipment<br />
Ripple Systems Pty Ltd Design, develop and implement innovative software Australia<br />
systems for technically challenging integration<br />
applications. Key markets for these applications are<br />
rail command and control (ISCS) and intelligent<br />
transport systems (ITS) for road infrastructure.<br />
STELOP Pte. Ltd. (formerly known as Design, development, manufacture and sale of electro- <strong>Singapore</strong><br />
Chartered Electro-Optics Pte Ltd)<br />
optical and electronic products and systems and the<br />
provision of related services<br />
TranSys Pte Ltd Design, development, distribution, maintenance and <strong>Singapore</strong><br />
marketing of railway related products<br />
<strong>Singapore</strong> <strong>Technologies</strong> Kinetics Ltd Provision of design and engineering services, <strong>Singapore</strong><br />
manufacture, sales and knowhow transfer of military<br />
and commercial vehicles, automotive subsystems,<br />
armament, weapons, weapon systems, ammunition and<br />
explosives and the provision of engineering services<br />
for assembly, upgrading/modifications, maintenance,<br />
repair and overhaul of vehicles and weapon systems,<br />
and trading in motor vehicles, equipment, vehicle<br />
spares and related accessories<br />
<strong>Singapore</strong> Ordnance <strong>Engineering</strong> Pte. Ltd. Workshop and provision of engineering services <strong>Singapore</strong><br />
Mobility Systems Pte Ltd Investment holding <strong>Singapore</strong><br />
Silvatech Global Systems Limited # Owns the intellectual property rights to electro-hydraulic British Virgin<br />
drive, hydro-mechanical and electro-mechanical<br />
Islands<br />
continuously variable transmissions technologies, and<br />
equipment powered by such drives<br />
Silvatech Systems Corporation Pte Ltd Designing, manufacturing, marketing and managing <strong>Singapore</strong><br />
licencees of technologies and products using electrohydraulic<br />
drive, hydro-mechanical and electro-mechanical<br />
continuously variable transmissions, and equipment<br />
powered by such drives, globally<br />
Kinetics Drive Solutions Inc. # Research and development, manufacturing and sales of Canada<br />
(formerly known as Int. Silvatech<br />
electro-hydraulic drive, hydro-mechanical and electro-<br />
Industries Inc.)<br />
mechanical continuously variable transmissions<br />
technologies, and equipment powered by such drives
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 154<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
8. SUBSIDIARIES (continued)<br />
COUNTRY OF<br />
INCORPORATION/<br />
PLACE OF<br />
NAME OF SUBSIDIARY PRINCIPAL ACTIVITIES BUSINESS<br />
STA Inspection Pte Ltd Inspection of heavy goods vehicles, light vehicles, <strong>Singapore</strong><br />
motor cars, buses and motorcycles, provision of vehicle<br />
inspection project management, provision of independent<br />
damage assessment services as well as to act as the<br />
commission agent for the sale and purchase of motor<br />
vehicle spare parts mainly conducted online via<br />
the internet<br />
JuzclickCar.com Pte Ltd # Dormant <strong>Singapore</strong><br />
<strong>Singapore</strong> Commuter Private Limited Dormant <strong>Singapore</strong><br />
ST Automotive Industrial Pte Ltd Dormant <strong>Singapore</strong><br />
STA Investment Pte Ltd Investment dealing <strong>Singapore</strong><br />
ST Automotive (Vietnam) Pte Ltd # Dormant <strong>Singapore</strong><br />
STA Detroit Diesel-Allison (<strong>Singapore</strong>) Assembling and marketing of diesel engines and <strong>Singapore</strong><br />
Pte Ltd<br />
related products and the provision of technical services,<br />
field services, repair and maintenance services<br />
Shanghai Elite Electric Vehicles Co., Ltd Manufacture and sale of electric bicycles and provision People’s Republic<br />
of vehicle repairs and consultancy services<br />
of China<br />
Expert Systems Pte Ltd # Dormant <strong>Singapore</strong><br />
<strong>Singapore</strong> Test Services Private Limited Provision of professional engineering consultancy, tests, <strong>Singapore</strong><br />
inspection, certification and related services<br />
SAO Industrial Services Pte Ltd Dormant <strong>Singapore</strong><br />
Advanced Material <strong>Engineering</strong> Pte. Ltd. Provision of design and engineering services, <strong>Singapore</strong><br />
manufacture, sales, disposal and knowhow transfer<br />
of precision munitions, ammunition, armament, weapon<br />
systems, military equipment, explosives, hand-grenades,<br />
thunder-flashes, pyrotechnic products and gunpowder<br />
and the provision of engineering services for assembly,<br />
upgrading/modifications, maintenance, repair and<br />
overhaul of ammunition and weapon systems, and<br />
related services<br />
Advanced Pyrotechnic Materials Manufacture and sale of pyrotechnic products <strong>Singapore</strong><br />
Private Limited (formerly known as<br />
Chartered Pyrotechnic Industries<br />
Private Limited)<br />
Unicorn International Pte Limited Trading and Marketing <strong>Singapore</strong>
155<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
8. SUBSIDIARIES (continued)<br />
COUNTRY OF<br />
INCORPORATION/<br />
PLACE OF<br />
NAME OF SUBSIDIARY PRINCIPAL ACTIVITIES BUSINESS<br />
Allied Ordnance of <strong>Singapore</strong> (Pte) Limited Provision of design and engineering services, <strong>Singapore</strong><br />
manufacture, sales and knowhow transfer of armament,<br />
weapons, weapon systems, ammunition, explosives,<br />
weapon magazines, military equipment, machines, tools,<br />
spares and components and the provision of engineering<br />
services for assembly, upgrading/modification,<br />
maintenance, repair and overhaul of guns and<br />
weapons systems, and related services<br />
Ordnance Development and <strong>Engineering</strong> Provision of design and engineering services, <strong>Singapore</strong><br />
Company of <strong>Singapore</strong> (1996)<br />
manufacture, sales and knowhow transfer of armament,<br />
Private Limited<br />
weapons, weapon systems, ammunition, explosives,<br />
weapon magazines, military equipment, machines, tools,<br />
spares and components and the provision of engineering<br />
services for assembly, upgrading/modification,<br />
maintenance, repair and overhaul of guns and<br />
weapons systems, and related services<br />
Autonomous Technology Pte Ltd Investment holding <strong>Singapore</strong><br />
Guizhou Jonyang Kinetics Co., Ltd. Design, manufacture, sales and services support of People’s Republic<br />
construction, engineering and industrial-related<br />
of China<br />
machinery and accessories, provide engineering<br />
consultancy services to engineering and manufacturing<br />
companies, be a contract manufacturer of construction,<br />
engineering and industrial-related machinery and<br />
accessories, as well as supplying of casting and forging<br />
parts for all industries, represent and sell other<br />
manufacturer’s construction, engineering, energy and<br />
industrial-related machinery and accessories in the<br />
domestic and international market.<br />
Kinetics Systems (Shanghai) Co. Ltd. Manufacture of vehicle drive systems, industrial drive People’s Republic<br />
motors, small external combustion engines, and sale of of China<br />
self manufactured products<br />
Founders Industries Pte Ltd* Dormant <strong>Singapore</strong><br />
Ordnance Development and <strong>Engineering</strong> Dormant <strong>Singapore</strong><br />
Company of <strong>Singapore</strong> (Private) Limited **<br />
STAR Automotive Center (Zhejiang) Provide automotive services, including automotive fixing, People’s Republic<br />
Co., Ltd. maintaining, service, automotive examination and of China<br />
maintenance, damage fixing, automotive beautifying<br />
and decorating, trading and supplying of automotive spare<br />
parts, training, technology consultation, tow truck service<br />
and after sales technical support, etc.
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 156<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
8. SUBSIDIARIES (continued)<br />
COUNTRY OF<br />
INCORPORATION/<br />
PLACE OF<br />
NAME OF SUBSIDIARY PRINCIPAL ACTIVITIES BUSINESS<br />
<strong>Singapore</strong> <strong>Technologies</strong> Marine Ltd Construction and repair of naval and commercial vessels, <strong>Singapore</strong><br />
design, integration, fabrication, installation of military and<br />
commercial engineering equipment and the provision of<br />
engineering consultancy and technical management<br />
services<br />
STSE <strong>Engineering</strong> Services Pte Ltd Contractor, developer and sub-contractor of engineering <strong>Singapore</strong><br />
and engineering related works and provider of turnkey<br />
engineering solutions<br />
Vision <strong>Technologies</strong> Systems, Inc. # Investment holding USA<br />
<strong>Singapore</strong> <strong>Technologies</strong> <strong>Engineering</strong><br />
(USA) Inc. # Dormant USA<br />
SA Supplies (USA) Inc. # Dormant USA<br />
VT Systems, Inc. #<br />
Investment holding and providing investment services<br />
to the Group<br />
USA<br />
Vision <strong>Technologies</strong> Aerospace, Investment holding and providing investment services USA<br />
Incorporated #<br />
ST Mobile Aerospace <strong>Engineering</strong>, Inc. Repair and maintenance of aircraft USA<br />
DalFort Aerospace GP, Inc. # Dormant USA<br />
DalFort Aerospace, L.P. + +# Dormant USA<br />
San Antonio Aerospace GP, LLC # Investment holding USA<br />
San Antonio Aerospace LP Repair and maintenance of aircraft USA<br />
Vision <strong>Technologies</strong> Electronics, Inc. # Investment holding USA<br />
iDirect, Inc. Design, develop and market two-way internet USA<br />
protocol - (IP) based broadband satellite networking<br />
solutions that deliver voice, data and video services<br />
to enterprise and government customer locations<br />
worldwide<br />
iDirect Hong Kong Limited Markets two-way internet protocol – (IP) based Hong Kong<br />
broadband satellite networking solutions<br />
iDirect UK Limited Markets two-way internet protocol – (IP) based UK<br />
broadband satellite networking solutions
157<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
8. SUBSIDIARIES (continued)<br />
COUNTRY OF<br />
INCORPORATION/<br />
PLACE OF<br />
NAME OF SUBSIDIARY PRINCIPAL ACTIVITIES BUSINESS<br />
iDirect Italy srl Markets two-way internet protocol – (IP) based Italy<br />
broadband satellite networking solutions<br />
iDirect International Corporation Markets two-way internet protocol – (IP) based USA<br />
broadband satellite networking solutions<br />
iDirect <strong>Singapore</strong> Pte. Ltd. Markets two-way internet protocol- (IP) based <strong>Singapore</strong><br />
broadband satellite networking solutions<br />
Vision <strong>Technologies</strong> Kinetics, Inc. # Investment holding USA<br />
Miltope Corporation # Manufacturer of militarised and rugged computer USA<br />
equipment for military applications and commercial<br />
computer related products for the commercial<br />
aerospace market including in-flight entertainment<br />
systems and wireless local area network equipment<br />
MÄK <strong>Technologies</strong>, Inc. #<br />
Develop and supply software products and services<br />
for Networked Synthetic Environments<br />
USA<br />
Vision <strong>Technologies</strong> Land Systems, Inc. # Investment holding USA<br />
VT Dimensions, Inc. # Investment holding and licensing of intellectual USA<br />
properties<br />
VT LeeBoy, Inc. # Manufacture of asphalt paving and road maintenance USA<br />
equipment including LeeBoy branded asphalt pavers,<br />
motor graders, compactors, force feed loaders, asphalt<br />
maintainers/patchers, tack distributors, and Rosco<br />
branded asphalt distributors, street flushers, brooms<br />
and asphalt spray patchers<br />
VT Specialized Vehicles Corporation Manufacture and marketing of specialised aluminium USA<br />
(formerly known as Specialized<br />
drop-frame truck bodies, trailers, refrigerated truck<br />
Vehicles Corporation) #<br />
bodies and trailers and speciality vehicle cabs<br />
Vision <strong>Technologies</strong> Marine, Inc. # Investment holding and providing investment services USA<br />
to the Marine sector<br />
VT Halter Marine, Inc. # Construction and repair of naval and commercial USA<br />
vessels, design, integration, fabrication, installation<br />
of engineering equipment and provision of<br />
engineering services<br />
<strong>Singapore</strong> <strong>Technologies</strong> Dynamics Pte Ltd Technology development, advanced concept design <strong>Singapore</strong><br />
and development and technology acquisition
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 158<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
8. SUBSIDIARIES (continued)<br />
COUNTRY OF<br />
INCORPORATION/<br />
PLACE OF<br />
NAME OF SUBSIDIARY PRINCIPAL ACTIVITIES BUSINESS<br />
ST Synthesis Pte Ltd Provision of one-stop total integrated logistic <strong>Singapore</strong><br />
support services<br />
FusionTech Pte. Ltd. Investment holding <strong>Singapore</strong><br />
Kaz-ST <strong>Engineering</strong> Bastau Limited Provision of IT, engineering defence and Kazakhstan<br />
Liability Partnership<br />
related services<br />
#<br />
Not required to be audited under the law in the country of incorporation.<br />
+<br />
This entity ceased operations in December <strong>2006</strong>.<br />
^<br />
Newly incorporated during the year and not required to be audited.<br />
* This entity was under members’ voluntary liquidation in the prior year and has completed its liquidation in January 2007.<br />
** This entity was under members’ voluntary liquidation in the prior year and has completed its liquidation during the year.<br />
++<br />
This entity ceased operations in October 2003.<br />
All subsidiaries that are required to be audited under the law in the country of incorporation are audited by Ernst & Young,<br />
<strong>Singapore</strong> except for the following:<br />
NAME OF SUBSIDIARY<br />
ST PAE Holdings Pty Ltd<br />
Airline Rotables (UK Holdings) Limited<br />
<strong>Singapore</strong> <strong>Technologies</strong> <strong>Engineering</strong> (Europe) Ltd<br />
Airline Rotables Limited<br />
Bournemouth Aviation Services Company Limited<br />
ST Mobile Aerospace <strong>Engineering</strong>, Inc<br />
SAS Component Group A/S<br />
San Antonio Aerospace LP<br />
SEEL Electronic & <strong>Engineering</strong> Sdn Bhd<br />
INFA Systems Limited<br />
ST Electronics (Sichuan) Co., Ltd<br />
ST Electronics (Shanghai) Co., Ltd<br />
ST Electronics-PCI Co., Ltd<br />
Ripple Systems Pty Ltd<br />
PMB Project Management Business Sdn Bhd<br />
PT PM-B Indonesia<br />
Beijing Tong Fang Shi Cheng Ki Ji Pte Ltd<br />
Brightspot Interactive Learning Inc.<br />
Shanghai Elite Electric Vehicles Co., Ltd<br />
Kinetics Systems (Shanghai) Co., Ltd.<br />
STAR Automotive Center (Zhejiang) Co., Ltd.<br />
Guizhou Jonyang Kinetics Co., Ltd<br />
Kaz-ST <strong>Engineering</strong> Bastau Limited Liability Partnership<br />
NAME OF ACCOUNTING FIRM<br />
Ernst & Young, Perth<br />
Ernst & Young, Cambridge<br />
Ernst & Young, Cambridge<br />
Ernst & Young, Cambridge<br />
Ernst & Young, Cambridge<br />
Ernst & Young, Birmingham<br />
Ernst & Young, Denmark<br />
Ernst & Young, San Antonio<br />
Ernst & Young, Kuala Lumpur<br />
Ernst & Young, Hong Kong<br />
Ernst & Young, Shanghai<br />
Ernst & Young, Shanghai<br />
Ernst & Young, Guangzhou<br />
Ernst & Young, Perth<br />
Ernst & Young, Kuala Lumpur<br />
Ernst & Young, Jakarta<br />
Ernst & Young, Beijing<br />
Ernst & Young, Beijing<br />
Ernst & Young, Shanghai<br />
Ernst & Young, Shanghai<br />
Ernst & Young, Shanghai<br />
Ernst & Young, Guangzhou<br />
Ernst & Young, Kazakhstan
159<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
8. SUBSIDIARIES (continued)<br />
(a) During the financial year, the Group incorporated the following subsidiaries:<br />
COUNTRY OF INCORPORATION<br />
DATE OF<br />
NAME OF COMPANY AND PLACE OF BUSINESS EQUITY INTEREST HELD INCORPORATION<br />
%<br />
Panama Aerospace <strong>Engineering</strong> Inc. Republic of Panama 100 27 May <strong>2006</strong><br />
iDirect <strong>Singapore</strong> Pte. Ltd. <strong>Singapore</strong> 100 31 July <strong>2006</strong><br />
(b) During the financial year, the Group acquired the following companies:<br />
NET TANGIBLE<br />
INTEREST ASSETS DATE OF<br />
NAME OF COMPANY ACQUIRED CONSIDERATION ACQUIRED ACQUISITION<br />
% $’000 $’000<br />
SAS Component Group A/S 71.3 155,926 244,441 15 March <strong>2006</strong><br />
PM-B Pte Ltd (and its subsidiaries) 70 20,160 7,184 20 January <strong>2006</strong><br />
STELCOMMS Pte. Ltd 100 1,020 1,015 3 January <strong>2006</strong><br />
Brightspot Interactive Learning 51 3,428 1,135 14 March <strong>2006</strong><br />
Pte. Ltd. (and its subsidiary)<br />
MÄK <strong>Technologies</strong>, Inc. 80 31,881 7,186 21 December <strong>2006</strong><br />
VT LeeBoy, Inc. 100 212,205 40,476 9 June <strong>2006</strong><br />
(c) During the financial year, the Group acquired additional equity interests in the following companies:<br />
NET TANGIBLE<br />
INTEREST INTEREST AFTER ASSETS<br />
NAME OF COMPANY ACQUIRED ACQUISITION CONSIDERATION ACQUIRED<br />
% % $’000 $’000<br />
TranSys Pte Ltd 50 100 – 615<br />
STAR Automotive Center (Zhejiang) Co., Ltd. 16.24 86.24 2,566 2,344<br />
Silvatech Systems Corporation Pte Ltd 50 100 – –<br />
(and its subsidiaries)
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 160<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
9. ASSOCIATED COMPANIES AND JOINT VENTURES<br />
GROUP<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Quoted shares, at cost 24,800 43,650<br />
Unquoted shares, at adjusted cost 200,165 155,240<br />
Preference shares, at cost 238 238<br />
Goodwill on acquisition written off (1,737) (1,737)<br />
Share of net assets acquired 223,466 197,391<br />
Provision for impairment in value of investments (9,845) (4,973)<br />
Share of post-acquisition:<br />
Profits 94,308 95,745<br />
Reserves (13,784) (6,200)<br />
294,145 281,963<br />
The investment in associated company of $50,000 in the Company represents the cost of investment in <strong>2006</strong> JV Pte. Ltd.<br />
(formerly known as Asian Aerospace <strong>2006</strong> Pte. Ltd.).<br />
The Group has a call option to acquire up to 51% of one of the associated companies subject to certain terms and conditions.<br />
Provision for impairment in value of investments<br />
Movements in provision for impairment in value of investments during the year are as follows:<br />
At beginning of the year 4,973 5,271<br />
Charge to statement of profit and loss 4,865 442<br />
Impairment written off against provision – (742)<br />
Translation difference 7 2<br />
At end of the year 9,845 4,973<br />
During the year, the Group made an impairment provision of $4.4 million for one of its associated companies as it had been<br />
delisted from the Hong Kong Stock Exchange. The impairment provision was made based on its estimated recoverable<br />
amount at the end of the current year.<br />
Provision for impairment in value of a joint venture<br />
Movements in provision for impairment in value of a joint venture during the year are as follows:<br />
At beginning of the year – 2,999<br />
Charge to statement of profit and loss – 258<br />
Transfer to offset against the acquisition of property, plant and equipment – (3,257)<br />
At end of the year – –<br />
On 1 November 2005, a joint venture transferred its property, plant and equipment to its joint venture partners due to a<br />
restructuring of a loan agreement. The cost of the property, plant and equipment that was transferred to the Group amounted<br />
to $5,795,000 and was offset against the net investment in the joint venture.
161<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
9. ASSOCIATED COMPANIES AND JOINT VENTURES (continued)<br />
The summarised financial information of the associated companies is as follows:<br />
GROUP<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Results<br />
Turnover 2,892,730 2,523,005<br />
Net profit for the year 108,545 103,243<br />
Assets and liabilities<br />
Non-current assets 423,305 449,853<br />
Current assets 1,150,366 1,131,390<br />
Current liabilities (290,195) (715,258)<br />
Non-current liabilities (458,824) (102,693)<br />
824,652 763,292<br />
As at 31 December <strong>2006</strong>, cumulative and current year’s unrecognised share of losses in associated companies amounted to<br />
$828,492 (2005: $696,146) and $448,049 (2005: $459,270) respectively.<br />
The Group’s share of the joint ventures’ results, assets and liabilities are as follows:<br />
Results<br />
Turnover 22,516 23,186<br />
Net profit for the year 228 1,993<br />
Assets and liabilities<br />
Non-current assets 5,362 4,241<br />
Current assets 34,500 27,945<br />
Current liabilities (21,253) (13,308)<br />
Non-current liabilities (172) (24)<br />
18,437 18,854
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 162<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
9. ASSOCIATED COMPANIES AND JOINT VENTURES (continued)<br />
(a) Details of the associated companies are as follows:<br />
COUNTRY OF EFFECTIVE EQUITY<br />
INCORPORATION/ INTEREST HELD<br />
NAME OF ASSOCIATED COMPANY PRINCIPAL ACTIVITIES PLACE OF BUSINESS BY THE GROUP<br />
<strong>2006</strong> 2005<br />
% %<br />
Aerospace <strong>Engineering</strong> Services Pty Ltd Maintenance and servicing Australia 50 50<br />
of aircraft<br />
Aerospace <strong>Engineering</strong> Services Pty Ltd Trustee of unit trust fund Australia 50 50<br />
Unit Trust<br />
1988 JV Pte. Ltd. Promoting and organising <strong>Singapore</strong> 50 50<br />
trade exhibitions in <strong>Singapore</strong><br />
for systems, equipment, products<br />
and services in aerospace and<br />
defence-related applications on<br />
a biennial basis<br />
Composite Technology International Pte Ltd Repairing and rebuilding <strong>Singapore</strong> 33.33 33.33<br />
helicopter rotor blades<br />
Eurocopter South East Asia Private Limited Selling, maintaining and <strong>Singapore</strong> 25 25<br />
overhauling of helicopters<br />
Shanghai <strong>Technologies</strong> Aerospace Aircraft and component People’s Republic 49 49<br />
Company Limited maintenance, repair, overhaul of China<br />
and other related maintenance<br />
business<br />
<strong>Singapore</strong> Precision Repair and Overhaul Repair and overhaul of aircraft <strong>Singapore</strong> 50 50<br />
Pte Ltd<br />
and helicopter landing gears<br />
and its related components<br />
Turbine Coating Services Pte Ltd Repair, refurbishment and <strong>Singapore</strong> 24.5 24.5<br />
upgrading of aircraft jet engine<br />
turbine blades and vanes<br />
Turbine Overhaul Services Pte Ltd Repair and service of gas and <strong>Singapore</strong> 49 49<br />
steam turbine components<br />
Autoscan Technology Pte Ltd Computer consultancy, trading <strong>Singapore</strong> 25.8 25.8<br />
in computerised information<br />
retrieval equipment and related,<br />
rendering of technical support<br />
services and printing and trading<br />
of labels and book binding
163<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
9. ASSOCIATED COMPANIES AND JOINT VENTURES (continued)<br />
COUNTRY OF EFFECTIVE EQUITY<br />
INCORPORATION/ INTEREST HELD<br />
NAME OF ASSOCIATED COMPANY PRINCIPAL ACTIVITIES PLACE OF BUSINESS BY THE GROUP<br />
<strong>2006</strong> 2005<br />
% %<br />
COMAT Training Services Pte Ltd Operating of a computer <strong>Singapore</strong> 45.47 45.47<br />
training school, providing training<br />
in computer software and<br />
applications<br />
ECS Holdings Limited Relating to investment holding <strong>Singapore</strong> 20.86 20.86<br />
and the distribution of information<br />
technology products<br />
Green Dot Internet Services Pte Ltd Web hosting services and <strong>Singapore</strong> 22.66 23.8<br />
development of e-commerce<br />
applications<br />
Infowave Pte Ltd Design, development and <strong>Singapore</strong> 43 43<br />
supply of mobile computing and<br />
wireless communications<br />
products and solutions<br />
iWOW Technology Pte Ltd To carry out research and <strong>Singapore</strong> 21.74 26.6<br />
development, consultancy<br />
services in telecommunication,<br />
electrical and related fields<br />
Knowledge Alive Pte. Ltd. Offer technologically-driven <strong>Singapore</strong> 45.47 45.47<br />
learning and knowledge solutions,<br />
products and services to corporate,<br />
tertiary and workforce markets<br />
Mobile Solutions and Payment Mobile-commerce and mobile- <strong>Singapore</strong> 21.57 21.57<br />
Services Pte Ltd @<br />
commerce related activities<br />
mPayment Pte Ltd To provide internet and <strong>Singapore</strong> 31.78 31.78<br />
telecommunication related services<br />
and consultancy services in<br />
information technologies<br />
PM-B Project Management Business Relate to mechanical, electrical Thailand 34.3 –<br />
(Thailand) Ltd<br />
and engineering works to design,<br />
build and provide facility<br />
management services for mission<br />
critical environments such as data<br />
centres, disaster recovery and<br />
business continuity sites
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 164<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
9. ASSOCIATED COMPANIES AND JOINT VENTURES (continued)<br />
COUNTRY OF EFFECTIVE EQUITY<br />
INCORPORATION/ INTEREST HELD<br />
NAME OF ASSOCIATED COMPANY PRINCIPAL ACTIVITIES PLACE OF BUSINESS BY THE GROUP<br />
<strong>2006</strong> 2005<br />
% %<br />
PolarSat Inc ß Development, manufacturing and Canada 38.98 38.98<br />
marketing of multimedia VSAT<br />
(Very Small Aperture Terminals)<br />
and Satcom satellite networks<br />
Prescient Systems & <strong>Technologies</strong> Pte. Ltd. Business of developing, producing <strong>Singapore</strong> 47.84 47.84<br />
and marketing non-real time and<br />
real time instrumentation systems<br />
for defence and commercial<br />
applications<br />
RF Korea Inc. ß Manufacture and sell wireless Korea 22 22<br />
communication devices and<br />
related equipments<br />
Sandz Solutions (<strong>Singapore</strong>) Pte Ltd Providing enterprise computing <strong>Singapore</strong> 25 25<br />
solutions and trading in computer<br />
and peripherals<br />
Sandz Solutions (HK) Pte Ltd Provider of enterprise business Hong Kong 25 25<br />
IT solutions<br />
Sentry <strong>Technologies</strong> Pte Ltd * Design, development and sale <strong>Singapore</strong> 35 35<br />
of computer security products<br />
Sino Stride Technology (Holdings) Limited Development and provision of Cayman Islands 28.01 28.01<br />
system integration solutions<br />
ST LogiTrack Pte Ltd Development and sales of radio <strong>Singapore</strong> 39.06 50<br />
frequency identification<br />
applications in the logistics and<br />
related industries<br />
Trusted Hub Ltd Provision of an integrated <strong>Singapore</strong> 21.8 21.8<br />
trusted environment for secured<br />
transactions and e-commerce<br />
WizVision Pte. Ltd. Providing information technology <strong>Singapore</strong> 22.8 22.8<br />
services and trading of computer<br />
accessories<br />
WizVision (HK) Pte Limited Investment holding Hong Kong 22.8 22.8
165<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
9. ASSOCIATED COMPANIES AND JOINT VENTURES (continued)<br />
COUNTRY OF EFFECTIVE EQUITY<br />
INCORPORATION/ INTEREST HELD<br />
NAME OF ASSOCIATED COMPANY PRINCIPAL ACTIVITIES PLACE OF BUSINESS BY THE GROUP<br />
<strong>2006</strong> 2005<br />
% %<br />
1699590 Ontario Inc ß Research and development Canada 49 –<br />
CIS-Oerlikon Pte Ltd ** Dormant <strong>Singapore</strong> – 50<br />
CityCab Pte Ltd Rental of taxis and provision <strong>Singapore</strong> 46.5 46.5<br />
of premier bus service, charge<br />
card facilities and travel related<br />
services<br />
Defence Electronics of <strong>Singapore</strong> Pte Ltd Manufacture of fuses <strong>Singapore</strong> 49 49<br />
Nusantara <strong>Technologies</strong> Sdn. Bhd. Provision of non-destructive Malaysia 49 49<br />
testing services, ultrasonic flaw<br />
detection and gauging survey<br />
and pressure gauge calibration<br />
Timoney Holdings Limited Design and prototyping services Republic of Ireland 25 25<br />
and component supply for the<br />
automotive and aerospace<br />
engineering sectors<br />
Anchorville Pte Ltd ## Dormant <strong>Singapore</strong> 30 30<br />
AquaGen International Pte Ltd ## Dormant <strong>Singapore</strong> 25 25<br />
PT SSE-Van der Horst Indonesia Provision of precision Indonesia 24 24<br />
engineering services<br />
<strong>2006</strong> JV Pte. Ltd. (formerly known as Promoting and organising trade <strong>Singapore</strong> 50 50<br />
Asian Aerospace <strong>2006</strong> Pte. Ltd.)<br />
exhibitions in <strong>Singapore</strong> for<br />
systems, equipment, products<br />
and services in aerospace and<br />
defence-related applications on<br />
a biennial basis<br />
NanoScience Innovation Pte Ltd Research and development, <strong>Singapore</strong> 27.06 38.33<br />
manufacturing, distributing and<br />
trading of ultra fine structure,<br />
especially nano-scale, materials,<br />
devices, equipment and<br />
intellectual properties<br />
* During the year, this entity has made an application to the Accounting and Corporate Regulatory Authority (“ACRA”) for<br />
strike off from the Registrar.<br />
** During the year, this entity was struck off from the Registrar with ACRA.<br />
##<br />
These associated companies are under compulsory winding up by the Court.<br />
@<br />
The company is under the process of members’ voluntary liquidation.
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 166<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
9. ASSOCIATED COMPANIES AND JOINT VENTURES (continued)<br />
(b) Details of joint ventures are as follows:<br />
COUNTRY OF EFFECTIVE EQUITY<br />
INCORPORATION/ INTEREST HELD<br />
NAME OF JOINT VENTURE PRINCIPAL ACTIVITIES PLACE OF BUSINESS BY THE GROUP<br />
<strong>2006</strong> 2005<br />
% %<br />
GFM Electronics S.A. de C.V. Distribution and sales of high Mexico 50 50<br />
technology systems, services and<br />
products in the communications<br />
area, as well as electronics<br />
systems, principally closed<br />
circuits and alarms for airports,<br />
malls, stadiums and highways<br />
ATREC Pte. Ltd. Research and technology <strong>Singapore</strong> 50 –<br />
development in advanced<br />
materials for both defence<br />
and commercial applications<br />
Beijing Zhonghuan Kinetics Develop, manufacture and sale People’s Republic 50 50<br />
Heavy Vehicles Co. Ltd. of specialised heavy-duty of China<br />
vehicles and sale of related<br />
spare parts and provision of<br />
relevant technical consultancy<br />
and after sale technical<br />
support services<br />
SMART Systems Pte Ltd Life systems integration of <strong>Singapore</strong> 50 50<br />
weapon system<br />
STAR Automotive Center (Guangzhou) Provide automotive services, People’s Republic 50 50<br />
Co., Ltd. including automotive fixing, of China<br />
maintaining, service, automotive<br />
examination and maintenance,<br />
damage fixing, automotive<br />
beautifying and decorating,<br />
trading and supplying of<br />
automotive spare parts, training,<br />
technology consultation, tow truck<br />
service and after sales technical<br />
support, etc.<br />
Takata CPI <strong>Singapore</strong> Pte Ltd Manufacture of pyrotechnic <strong>Singapore</strong> 49 49<br />
components for seatbelts and<br />
air bags used in motor vehicles<br />
Halter-Bollinger Joint Venture LLC To bid and secure US boat USA 50 50<br />
fabrication contracts for its<br />
shareholders
167<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
9. ASSOCIATED COMPANIES AND JOINT VENTURES (continued)<br />
COUNTRY OF EFFECTIVE EQUITY<br />
INCORPORATION/ INTEREST HELD<br />
NAME OF JOINT VENTURE PRINCIPAL ACTIVITIES PLACE OF BUSINESS BY THE GROUP<br />
<strong>2006</strong> 2005<br />
% %<br />
Joint Shipyard Management Services Construction and managing <strong>Singapore</strong> 30 30<br />
Pte Ltd<br />
workers’ dormitories<br />
ß<br />
Not required to be audited under the law in the country of incorporation.<br />
All associated companies and joint ventures that are required to be audited under the law in the country of incorporation, are<br />
audited by Ernst & Young, <strong>Singapore</strong>, except for the following:<br />
NAME OF ASSOCIATED COMPANY/JOINT VENTURE<br />
NAME OF ACCOUNTING FIRM<br />
1988 JV Pte. Ltd. KPMG, <strong>Singapore</strong><br />
Composite Technology International Pte Ltd<br />
Deloitte and Touche, <strong>Singapore</strong><br />
Eurocopter South East Asia Private Limited<br />
KPMG, <strong>Singapore</strong><br />
Shanghai <strong>Technologies</strong> Aerospace Company Limited Ernst & Young, Shanghai<br />
Turbine Coating Services Pte Ltd<br />
PricewaterhouseCoopers, <strong>Singapore</strong><br />
Turbine Overhaul Services Pte Ltd<br />
PricewaterhouseCoopers, <strong>Singapore</strong><br />
Autoscan Technology Pte Ltd<br />
Lee Seng Chan & Co<br />
COMAT Training Services Pte Ltd<br />
BDO Raffles<br />
ECS Holdings Limited<br />
KPMG, <strong>Singapore</strong><br />
GFM Electronics S.A. de C.V.<br />
PricewaterhouseCoopers, Mexico<br />
Green Dot Internet Services Pte Ltd<br />
KPMG, <strong>Singapore</strong><br />
Infowave Pte Ltd<br />
Lee Seng Chan & Co<br />
iWOW Technology Pte Ltd<br />
LW Ong & Co<br />
Knowledge Alive Pte. Ltd.<br />
BDO Raffles<br />
Mobile Solutions and Payment Services Pte Ltd<br />
KPMG, <strong>Singapore</strong><br />
mPayment Pte Ltd<br />
Thong & Lim<br />
PM-B Project Management Business (Thailand) Ltd SCI Audit Plus Limited<br />
Sandz Solutions (<strong>Singapore</strong>) Pte Ltd<br />
Jee Ah Chian & Co<br />
Sandz Solutions (HK) Pte Ltd<br />
Ting Ho Kwan & Chan<br />
Sino Stride Technology (Holdings) Limited<br />
Ernst & Young, Hong Kong<br />
ST LogiTrack Pte Ltd<br />
KPMG, <strong>Singapore</strong><br />
Trusted Hub Ltd<br />
KPMG, <strong>Singapore</strong><br />
WizVision Pte. Ltd.<br />
B H Gan & Co<br />
WizVision (HK) Pte Limited<br />
W.M Yuen & Co<br />
Beijing Zhonghuan Kinetics Heavy Vehicles Co. Ltd. Ernst & Young, Beijing<br />
CityCab Pte Ltd<br />
Deloitte and Touche, <strong>Singapore</strong><br />
Nusantara <strong>Technologies</strong> Sdn. Bhd.<br />
Deloitte Kassimchan, Malaysia<br />
STAR Automotive Center (Guangzhou) Co., Ltd.<br />
Ernst & Young, Guangzhou<br />
Timoney Holdings Limited<br />
KPMG, Ireland<br />
PT SSE-Van der Horst Indonesia<br />
Kap Fitradewata Teramihardja, Bap, Indonesia<br />
<strong>2006</strong> JV Pte. Ltd. KPMG, <strong>Singapore</strong><br />
NanoScience Innovation Pte Ltd<br />
Wong Mun Piaw & Co
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 168<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
10. INVESTMENTS<br />
GROUP<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Quoted investments (Available-for-sale)<br />
Equity shares, at fair value:<br />
Related corporations – 710<br />
Non-related corporations 19,044 51,925<br />
Total quoted investments 19,044 52,635<br />
Unquoted investments<br />
Equity shares<br />
Related corporations, at cost 955 956<br />
Non-related corporations, at cost 33,519 42,781<br />
Non-related corporations, at fair value 1,321 2,401<br />
35,795 46,138<br />
Venture capital funds and limited partnership, at fair value 4,079 5,539<br />
Convertible loans to non-related corporations # 1,258 882<br />
Short-term interest rate fund, at fair value – 20,109<br />
Loan to a related corporation 4,405 4,424<br />
Unit trust 42 –<br />
45,579 77,092<br />
Impairment in value of unquoted investments:<br />
Unquoted investments, stated at cost (36,765) (28,380)<br />
Total unquoted investments 8,814 48,712<br />
Total investments 27,858 101,347<br />
#<br />
During the current financial year, a subsidiary extended an interest-free convertible loan to an investee company at a<br />
nominal value of US$300,000. The subsidiary is entitled, at any time during the following five years from the date of<br />
disbursement of the loan, to convert from time to time into share equity of the investee company for the entire amount or<br />
such portion thereof on the basis of one ordinary share for every $1 of the loan amount.<br />
Included in the convertible loans is an amount of $700,000 (2005: $700,000) extended by a subsidiary to an investee<br />
company at an interest rate of 1% (2005: 1%) above bank prime rate per annum. This loan is convertible to shares in the<br />
investee company.<br />
The short-term interest rate fund in 2005 was the <strong>Full</strong>erton Short-Term Interest Rate (“FSTIR”) Fund, an open end fund. FSTIR<br />
Fund is a pooled fund organised as a unit trust managed by <strong>Full</strong>erton Fund Management Company Ltd, an indirect wholly<br />
owned subsidiary of Temasek Holdings (Private) Limited. Returns on FSTIR are benchmarked at 3-month <strong>Singapore</strong> Interbank<br />
bid (SIBID) rate. As at 31 December <strong>2006</strong>, the investment has been fully redeemed.
169<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
10. INVESTMENTS (continued)<br />
Impairment in value of unquoted investments<br />
Movements in impairment in value of unquoted investments during the year are as follows:<br />
GROUP<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
At beginning of the year 28,380 24,531<br />
Charge to statement of profit and loss 8,428 3,905<br />
Translation difference (43) (2)<br />
Utilised – (54)<br />
At end of the year 36,765 28,380<br />
11. INTANGIBLE ASSETS<br />
(a) Goodwill<br />
GROUP<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
(Restated)<br />
Cost<br />
At beginning of the year 318,165 59,569<br />
Acquisition of subsidiaries in prior year, as previously reported – 305,763<br />
Finalisation of purchase price allocation – (49,647)<br />
Acquisition of subsidiaries in prior year, as restated – 256,116<br />
Acquisition of subsidiaries in current year 224,886 –<br />
Acquisition of additional interest in a subsidiary 222 –<br />
Adjustment of goodwill – 3,114<br />
Translation difference (29,952) (634)<br />
At end of the year 513,321 318,165<br />
Impairment<br />
At beginning of the year 10,344 5,877<br />
Impairment for the year 8,135 4,483<br />
Translation difference 24 (16)<br />
At end of the year 18,503 10,344<br />
Net book value 494,818 307,821
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 170<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
11. INTANGIBLE ASSETS (continued)<br />
(b) Other intangible assets<br />
COMMERCIAL<br />
AND<br />
INTELLECTUAL CORPORATE OTHER<br />
DEFERRED PROPERTY CLUB INTANGIBLE<br />
EXPENDITURE* RIGHTS MEMBERSHIP ASSETS TOTAL<br />
$’000 $’000 $’000 $’000 $’000<br />
The Group<br />
Cost<br />
At 1.1.2005 – 5,101 – – 5,101<br />
Additions – 10 – – 10<br />
Acquisition of subsidiaries 1,076 – – – 1,076<br />
Translation difference – 46 – – 46<br />
Reclassified from investments – – 1,345 – 1,345<br />
As at 31.12.2005, as previously reported 1,076 5,157 1,345 – 7,578<br />
Finalisation of purchase price allocation # – 34,124 – – 34,124<br />
At 31.12.2005, as restated and at 1.1.<strong>2006</strong> 1,076 39,281 1,345 – 41,702<br />
Additions 4,742 520 – – 5,262<br />
Acquisition of subsidiaries 811 18,098 – 10,256 29,165<br />
Translation difference – (3,498) – (270) (3,768)<br />
At 31.12.<strong>2006</strong> 6,629 54,401 1,345 9,986 72,361<br />
Accumulated amortisation<br />
At 1.1.2005 – 2,589 – – 2,589<br />
Amortisation for the year 413 796 313 – 1,522<br />
Translation difference – 32 – – 32<br />
Impairment loss reclassified from investments – – 932 – 932<br />
Write-back of impairment loss – – (234) – (234)<br />
At 31.12.2005 and 1.1.<strong>2006</strong> 413 3,417 1,011 – 4,841<br />
Amortisation for the year 424 3,823 28 860 5,135<br />
Translation difference (1) (299) – (26) (326)<br />
Impairment loss + – 818 – – 818<br />
At 31.12.<strong>2006</strong> 836 7,759 1,039 834 10,468<br />
Net book value<br />
At 31.12.<strong>2006</strong> 5,793 46,642 306 9,152 61,893<br />
At 31.12.2005 663 35,864 334 – 36,861<br />
* Deferred expenditure includes a carrying amount of $4.6 million, of which amortisation has not commenced as the<br />
intangible asset has not begun to generate revenue.<br />
#<br />
These adjustments relate to the purchase price allocation to goodwill, intangible assets (excluding goodwill) and other<br />
assets for iDirect Inc., which was finalised during the current year.<br />
+<br />
During the year, an impairment of $818,000 was recognised in respect of the commercial and intellectual property rights<br />
of a product for which sales prospects have become uncertain.
171<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
11. INTANGIBLE ASSETS (continued)<br />
(c) Total intangible assets<br />
GROUP<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
(Restated)<br />
Net book value<br />
– Related to subsidiaries 556,711 344,682<br />
Impairment testing of goodwill<br />
Goodwill acquired through business combinations has been allocated to the Group’s cash-generating units (“CGU”) identified<br />
according to each individual business unit, for impairment testing. Goodwill in relation to SAS Component Group A/S, the<br />
group of companies under Brightspot Interactive Learning Pte. Ltd. and PM-B Pte Ltd, MÄK <strong>Technologies</strong>, Inc. and VT LeeBoy,<br />
Inc. has been determined provisionally and has not been allocated for impairment testing.<br />
Carrying amount of goodwill allocated to each of the CGU:<br />
Bournemouth Aviation Services Company Limited – 1,389<br />
SAS Component Group A/S *^ 16,069 –<br />
ST Aviation Resources Pte Ltd – 615<br />
Brightspot Interactive Learning Pte. Ltd. and its subsidiary * 2,293 –<br />
DataMark <strong>Technologies</strong> Pte Ltd 124 124<br />
iDirect, Inc. 187,532 204,966<br />
MÄK <strong>Technologies</strong>, Inc. * 24,695 –<br />
PM-B Pte Ltd and its subsidiaries * 12,976 –<br />
Ripple Systems Pty Ltd – 2,375<br />
STELCOMMS Pte. Ltd. 5 –<br />
STELOP Pte. Ltd. 1,732 1,732<br />
Silvatech Group – 3,821<br />
VT Specialized Vehicles Corporation 42,565 48,841<br />
STAR Automotive Center (Zhejiang) Co., Ltd. 222 –<br />
VT LeeBoy, Inc. * 166,956 –<br />
Miltope Corporation 39,649 43,958<br />
494,818 307,821<br />
^ Included in the carrying amount is purchased goodwill of $19,045,000 and negative goodwill arising on consolidation of<br />
$2,976,000.<br />
* The purchase price allocation to goodwill, intangible assets (excluding goodwill) and other assets is currently being<br />
assessed and is expected to be finalised within 12 months from the date of acquisition as disclosed in Note 8(b).<br />
The recoverable amounts of the CGUs are determined based on value-in-use calculations, except for SAS Component Group<br />
A/S, the group of companies under Brightspot Interactive Learning Pte. Ltd. and PM-B Pte Ltd, MÄK <strong>Technologies</strong>, Inc. and<br />
VT LeeBoy, Inc. as described above.<br />
The value-in-use calculations use cash flow projections based on financial budgets approved by management. Management<br />
have considered and determined the factors applied in these financial budgets which include budgeted gross margins and<br />
average growth rates. The budgeted gross margins are based on past performance and its expectation of market development.<br />
Average growth rates used are consistent with forecasts included in industry reports. The discount rate applied is assumed at<br />
6.6% (2005: 6.1%) for value-in-use calculations, which is also the Group’s weighted average cost of capital.
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 172<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
11. INTANGIBLE ASSETS (continued)<br />
During the year, the carrying goodwill relating to:<br />
– Bournemouth Aviation Services Company Limited was fully impaired as the company had gone under voluntary liquidation<br />
– ST Aviation Resources Pte Ltd was fully impaired due to the uncertainty in its future business developments<br />
– Ripple Systems Pty Ltd was fully impaired based on an assessment of its projected future cash flow<br />
– Silvatech Group was fully impaired due to the continued uncertainty in its business and operating environment<br />
12. LONG-TERM RECEIVABLES<br />
(a) Long-term receivables comprise:<br />
GROUP<br />
COMPANY<br />
<strong>2006</strong> 2005 <strong>2006</strong> 2005<br />
$’000 $’000 $’000 $’000<br />
Housing and car loans and advances to staff 975 1,171 – 1<br />
Trade debtors * 2,657 6,600 – –<br />
Other debtors 99 – – –<br />
Loans to:<br />
Associated company # 140 – – –<br />
Joint venture^ 1,808 8,256 – –<br />
Loans to third parties 11,090 12,097 – –<br />
Allowance for doubtful loans to third parties (11,090) (12,097) – –<br />
– – – –<br />
5,679 16,027 – 1<br />
Receivable:<br />
Within 1 year 476 698 – 1<br />
After 1 year 5,203 15,329 – –<br />
5,679 16,027 – 1<br />
* Long-term trade debtors are unsecured and charged with half-yearly interest rate at LIBOR plus 0.5% per annum (2005:<br />
LIBOR plus 0.5% per annum)<br />
#<br />
Loan to an associated company is unsecured and charged at an interest rate of 3% (2005: nil) per annum<br />
^ Loan to joint venture bears interest of 4% (2005: nil) per annum, is unsecured and is repayable by 31 August 2008.<br />
Movements in allowance for doubtful loans to third parties are as follows:<br />
GROUP<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
At beginning of the year 12,097 13,855<br />
Write-back to statement of profit and loss (944) (1,702)<br />
Translation difference (63) (56)<br />
At end of the year 11,090 12,097<br />
Loans and receivables are carried at amortised cost and are subjected to impairment.
173<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
12. LONG-TERM RECEIVABLES (continued)<br />
(b) Included in the loans to third parties are:<br />
(i) an amount of $2,010,000 (2005: $2,954,000) which is secured by the third party’s investment in a unit trust and<br />
the loan is repayable over a period of 12 years commencing from 1996. Interest is chargeable at 15% per annum<br />
calculated on the reducing balance basis.<br />
(ii) an amount of approximately $8,312,000 (2005: $8,312,000) secured by intellectual property rights of that entity<br />
and is not expected to be repaid within the next 12 months. Interest is repriced every month and chargeable at the<br />
US dollar prime rate plus 2% (2005: 2%) per annum, which is also the effective interest rate. The loan is convertible<br />
to shares of that entity, subject to certain terms and conditions. In the prior year, a notice was given to that entity to<br />
convert the loan to shares of that entity but the conversion has not been effected as at the end of the year.<br />
No interest income has been accrued for this financial year for the loans stated due to the uncertainty over the<br />
collectibility of the interest income.<br />
(iii) a bridging loan of $768,150 (US$500,000) (2005: $830,650 (US$500,000)) extended to a third party. The bridging<br />
loan is secured by way of a Deed of Debenture which creates a floating charge over the assets of the third party.<br />
This loan is treated as a net investment in the third party and is not expected to be repaid and is fully provided since<br />
financial year 2005. The loan is stated at cost and has been fully provided for due to uncertainty of collectibility.<br />
Therefore, it is not practicable to determine its fair value.<br />
13. DEFERRED TAX ASSETS<br />
GROUP<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
(Restated)<br />
At beginning of the year 110,872 84,843<br />
(Write-back of provision)/provision during the financial year (4,613) 631<br />
Acquisition of subsidiaries in prior year, as previously reported – 4,905<br />
Finalisation of purchase price allocation – 15,523<br />
Acquisition of subsidiaries in prior year, as restated – 20,428<br />
Acquisition of subsidiaries in current year 18,783 –<br />
Translation differences (3,158) (219)<br />
Transfer (to)/from provision for taxation (3,190) 4,804<br />
Changes in fair value of available-for-sale financial assets (1,218) –<br />
Changes in fair value of derivative financial instruments designated in cash flow hedges 161 385<br />
At end of the year 117,637 110,872<br />
The deferred tax assets arise as a result of:<br />
Unabsorbed capital allowances and unutilised tax losses 39,257 23,698<br />
Allowance for doubtful debts and stock obsolescence 24,585 23,955<br />
Provision for warranties 32,561 29,982<br />
Provision for liquidated damages 1,879 1,579<br />
Provision for foreseeable losses 7,804 9,834<br />
Intangible assets (19,109) –<br />
Other temporary differences 30,257 21,368<br />
Changes in fair value of derivative financial instruments designated in cash flow hedges 403 456<br />
117,637 110,872
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 174<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
14. STOCKS AND WORK-IN-PROGRESS<br />
GROUP<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Stocks of equipment and spares 504,940 294,584<br />
Work-in-progress in excess of progress billings<br />
Work-in-progress, including profits recognised 1,887,083 1,828,880<br />
Progress billings (1,288,606) (1,311,278)<br />
598,477 517,602<br />
Total stocks and work-in-progress at lower of cost and net realisable value 1,103,417 812,186<br />
Progress billings in excess of work-in-progress<br />
Work-in-progress, including profits recognised 1,499,763 1,294,527<br />
Progress billings (1,798,701) (1,585,831)<br />
(298,938) (291,304)<br />
Stocks are stated after allowance for stock obsolescence of $106,230,000 (2005: $102,654,000) and work-in-progress in<br />
excess of progress billings are stated after provision for foreseeable losses of $26,311,000 (2005: $29,907,000).<br />
15. TRADE DEBTORS<br />
Trade debtors 872,270 660,539<br />
Allowance for doubtful debts (65,980) (75,091)<br />
806,290 585,448<br />
Unbilled receivables 51,921 80,018<br />
858,211 665,466<br />
Trade debtors denominated in currencies other than the functional currencies as at 31 December <strong>2006</strong> are as follows:<br />
• $222,880,000 (2005: $189,236,000) denominated in US dollars<br />
• $34,277,000 (2005: $63,447,000) denominated in Euro<br />
Movements in allowance for doubtful debts during the year are as follows:<br />
At beginning of the year 75,091 87,128<br />
Write-back to statement of profit and loss (7,378) (12,426)<br />
Bad debts written off against allowance (2,401) (2,829)<br />
Arising from acquisition of subsidiaries 1,920 3,061<br />
Translation difference (1,252) 157<br />
At end of the year 65,980 75,091
175<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
16. DUE FROM RELATED CORPORATIONS<br />
GROUP<br />
COMPANY<br />
<strong>2006</strong> 2005 <strong>2006</strong> 2005<br />
$’000 $’000 $’000 $’000<br />
Due from:<br />
Related corporations 516,440 898,703 238,783 275,133<br />
Included in the amount due from related corporations are loans amounting to $511,484,000 (2005: $892,651,000) and<br />
$238,757,000 (2005: $275,107,000) from the Group and the Company respectively.<br />
These loans are guaranteed by <strong>Full</strong>erton Management Pte Ltd (“<strong>Full</strong>erton”), a wholly owned subsidiary of Temasek Holdings<br />
(Private) Limited and mature on varying periods within 3 months (2005: 2 months) from the financial year end. Interest rates<br />
range from 2.45% to 5.40% (2005: 1.37% to 4.37%) per annum, which are also the effective interest rates.<br />
17. ADVANCES AND OTHER DEBTORS<br />
GROUP<br />
COMPANY<br />
NOTE <strong>2006</strong> 2005 <strong>2006</strong> 2005<br />
$’000 $’000 $’000 $’000<br />
Advance payments to suppliers 114,215 140,828 – –<br />
Other debtors, deposits and prepayments 20 91,890 67,887 1,413 3,782<br />
Due from:<br />
Subsidiaries – – 197,759 118,748<br />
Associated companies 21 7,416 9,796 – –<br />
Joint ventures 13,455 23,623 – –<br />
Derivative financial instruments 2,063 428 – –<br />
229,039 242,562 199,172 122,530<br />
Amount due from joint ventures is stated after deducting allowance for doubtful debts of $nil (2005: $1,330,000).<br />
18. AMOUNTS UNDER FUND MANAGEMENT<br />
GROUP<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Principal sum of amounts under fund management, at market value 228,173 311,062<br />
Amounts under fund management are classified as available-for-sale financial assets with the fair value movements taken to<br />
equity. However, any deficiency in fair value below principal amount is recognised to the extent of the guaranteed amount. This<br />
applies to impairment assessment as well.<br />
The terms of the fund management agreements, which are for periods ranging from 2 to 3 years (2005: 2 to 3 years), provide<br />
for the following:<br />
(a) the guarantee of the return of the principal sums from 95% to 100% (2005: 95% to 100%) by the fund managers at the<br />
end of the relevant fund management period;<br />
(b) the fees payable to the fund manager include a share, in specified proportions, of any surplus (determined at the end of<br />
the relevant fund management period) arising from the management of the fund; and
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 176<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
18. AMOUNTS UNDER FUND MANAGEMENT (continued)<br />
(c) the Group can, pursuant to the terms, terminate the agreement by giving one month prior notice in writing to the fund<br />
managers. In the event of early termination, the guarantee of the return of the principal sum will not be applicable.<br />
Value of assets under fund management can be analysed as follows:<br />
GROUP<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Quoted equity investments at market value 55,481 60,402<br />
Quoted bond investments at market value 167,220 223,283<br />
Cash 5,472 27,377<br />
228,173 311,062<br />
19. BANK BALANCES AND OTHER LIQUID FUNDS<br />
GROUP<br />
COMPANY<br />
<strong>2006</strong> 2005 <strong>2006</strong> 2005<br />
$’000 $’000 $’000 $’000<br />
Fixed deposits with financial institutions 333,695 148,187 90,645 25,743<br />
Cash and bank balances 291,028 158,141 55,010 21,663<br />
624,723 306,328 145,655 47,406<br />
Fixed deposits with financial institutions mature on varying periods within 12 months (2005: 12 months) from the financial<br />
year end. Interest rates range from 1.71% to 5.55% (2005: 0.08% to 5.1%) per annum, which are also the effective interest<br />
rates.<br />
Cash and bank balances of $1,633,000 (2005: $nil) have been placed with banks as security for letters of credit issued to<br />
third party.<br />
20. OTHER DEBTORS, DEPOSITS AND PREPAYMENTS<br />
Deposits 6,875 8,259 168 167<br />
Prepayments 33,314 5,650 193 233<br />
Interest receivable 3,318 4,088 717 658<br />
Other recoverables 23,876 11,519 14 2,381<br />
Non-trade debtors 24,507 38,371 321 343<br />
91,890 67,887 1,413 3,782<br />
21. DUE FROM ASSOCIATED COMPANIES<br />
GROUP<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Trade balances 7,566 9,750<br />
Non-trade balances 243 241<br />
Allowance for doubtful debts – trade (393) (195)<br />
7,416 9,796
177<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
22. CREDITORS AND ACCRUALS<br />
NOTE <strong>2006</strong> 2005 <strong>2006</strong> 2005<br />
$’000 $’000 $’000 $’000<br />
Trade creditors 545,766 495,229 – –<br />
Other creditors and accruals 26 787,469 641,189 49,458 37,189<br />
Due to:<br />
Subsidiaries – – 620 769<br />
Related corporations 2,670 3,263 – 65<br />
Associated companies 841 2,171 – –<br />
Joint ventures 2,114 722 – –<br />
Derivative financial instruments 68 363 – –<br />
1,338,928 1,142,937 50,078 38,023<br />
Trade creditors denominated in currencies other than the functional currencies as at 31 December <strong>2006</strong> are as follows:<br />
• $31,440,000 (2005: $31,572,000) denominated in US dollars<br />
• $32,210,000 (2005: $85,191,000) denominated in Euro<br />
23. PROVISIONS<br />
GROUP<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Provision for:<br />
Warranties 162,806 149,910<br />
Liquidated damages 9,396 7,893<br />
Foreseeable losses 12,709 19,261<br />
184,911 177,064<br />
(a) Movements in provision for warranties during the year are as follows:<br />
At beginning of the year 149,910 139,512<br />
Charge to statement of profit and loss 23,855 14,569<br />
Provision utilised (11,639) (8,593)<br />
Translation difference (1,689) 122<br />
Acquisition of subsidiaries 2,369 4,300<br />
At end of the year 162,806 149,910<br />
(b) Movements in provision for liquidated damages during the year are as follows:<br />
At beginning of the year 7,893 7,984<br />
Charge to statement of profit and loss 2,020 67<br />
Provision utilised (496) (193)<br />
Translation difference (21) (8)<br />
Acquisition of subsidiaries – 43<br />
At end of the year 9,396 7,893
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 178<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
23. PROVISIONS (continued)<br />
(c) Movements in provision for foreseeable losses during the year are as follows:<br />
GROUP<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
At beginning of the year 19,261 22,833<br />
Write-back to statement of profit and loss (448) (873)<br />
Provision utilised (6,104) (2,701)<br />
Translation difference – 2<br />
At end of the year 12,709 19,261<br />
24. SHORT-TERM BANK LOANS (UNSECURED)<br />
EFFECTIVE<br />
GROUP<br />
INTEREST RATE MATURITY <strong>2006</strong> 2005<br />
% $’000 $’000<br />
Bank loans 4.65% to 5.85% Within 1 year 595,850 323,594<br />
The bank loans are denominated in US dollars, Sterling pounds, Euro and Australian dollars.<br />
25. LEASE OBLIGATIONS<br />
A subsidiary leases certain land, buildings, and equipment from a foreign Airport Authority (the “Authority”) under a capital<br />
lease related to industrial revenue bonds issued by the Authority. Assets being leased are pledged as collateral against the<br />
bonds. The bonds have staggered maturity dates and the lease payments have been structured to coincide with the staggered<br />
maturities of the bonds with the final payment due on 1 November 2012, the expiration date of the lease.<br />
In connection with the bond issue, the subsidiary entered into a letter of credit agreement for approximately US$10,610,000,<br />
which is used to guarantee payments on the bonds in the event that the subsidiary is unable to make required lease payments.<br />
The letter of credit expires on 3 April 2007.<br />
The subsidiary also leases certain land, buildings, and equipment from the Authority under an operating lease. The lease term<br />
coincides with the term of the capital lease.<br />
The obligations under the finance lease to be paid by the subsidiary are as follows:<br />
MINIMUM<br />
PRESENT<br />
LEASE<br />
VALUE OF<br />
PAYMENT INTEREST PAYMENTS<br />
$’000 $’000 $’000<br />
<strong>2006</strong><br />
1 to 5 years 11,109 (1,943) 9,166<br />
After 5 years 2,195 (96) 2,099<br />
Total 13,304 (2,039) 11,265<br />
Discount (15) – (15)<br />
13,289 (2,039) 11,250<br />
Repayable:<br />
Within 1 year 2,137<br />
After 1 year 9,113<br />
11,250
179<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
25. LEASE OBLIGATIONS (continued)<br />
MINIMUM<br />
PRESENT<br />
LEASE<br />
VALUE OF<br />
PAYMENT INTEREST PAYMENTS<br />
$’000 $’000 $’000<br />
2005<br />
1 to 5 years 12,657 (2,366) 10,291<br />
After 5 years 4,647 (315) 4,332<br />
Total 17,304 (2,681) 14,623<br />
Discount (31) – (31)<br />
17,273 (2,681) 14,592<br />
Repayable:<br />
Within 1 year 2,391<br />
After 1 year 12,201<br />
14,592<br />
Lease terms do not contain restrictions concerning dividends, additional debt or further leasing.<br />
26. OTHER CREDITORS AND ACCRUALS<br />
GROUP<br />
COMPANY<br />
<strong>2006</strong> 2005 <strong>2006</strong> 2005<br />
$’000 $’000 $’000 $’000<br />
Non-trade creditors 14,372 24,720 3,342 2,197<br />
Purchase of property, plant and equipment 1,209 45 – –<br />
Accrued operating expenses 755,170 615,288 46,116 34,992<br />
Accrued interest payable 6,375 1,136 – –<br />
Employee benefit liabilities 10,343 – – –<br />
787,469 641,189 49,458 37,189<br />
27. DEFERRED INCOME<br />
GROUP<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
At beginning of the year 6,222 5,711<br />
Additions 1,975 3<br />
Acquisition of subsidiary – 508<br />
8,197 6,222<br />
Less: deferred income recognised to-date (4,096) (3,919)<br />
At end of the year 4,101 2,303<br />
Movements in deferred income recognised to-date are as follows:<br />
At beginning of the year 3,919 3,656<br />
Recognised in statement of profit and loss 132 268<br />
Translation difference 45 (5)<br />
At end of the year 4,096 3,919
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 180<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
28. DEFERRED TAX LIABILITIES<br />
GROUP<br />
COMPANY<br />
<strong>2006</strong> 2005 <strong>2006</strong> 2005<br />
$’000 $’000 $’000 $’000<br />
At beginning of the year 7,751 8,554 190 161<br />
(Write-back of provision)/provision during the financial year (5,025) (2,563) 95 29<br />
Translation difference (433) 15 – –<br />
Acquisition of subsidiaries 10,771 2,791 – –<br />
Changes in fair value of available-for-sale financial assets 2,126 (1,046) – –<br />
At end of the year 15,190 7,751 285 190<br />
The deferred tax liabilities arise as a result of:<br />
Excess of net book value over tax written down value of<br />
property, plant and equipment 913 1,495 75 59<br />
Allowance for doubtful debts and stock obsolescence (271) (129) – –<br />
Unremitted offshore interest income – 10 – –<br />
Other temporary differences (48) 737 210 131<br />
Property, plant and equipment fair value adjustment arising<br />
from acquisition of subsidiaries 2,589 2,784 – –<br />
Changes in fair value of available-for-sale financial assets 2,126 2,854 – –<br />
Intangible assets 9,881 – – –<br />
15,190 7,751 285 190<br />
29. LONG-TERM BANK LOANS<br />
EFFECTIVE<br />
GROUP<br />
INTEREST RATE MATURITY <strong>2006</strong> 2005<br />
% $’000 $’000<br />
Bank loans 3.955 – 8.25 Up to 2012 277,384 10,568<br />
Repayable:<br />
Within 1 year 6,859 9,430<br />
After 1 year 270,525 1,138<br />
277,384 10,568<br />
The bank loans are denominated in US dollars and Euro and secured by assets of subsidiaries.<br />
Loans amounting to $271,461,000 are at EURIBOR with margin ranging from 0.5% to 1.1% and secured by a floating<br />
charge over a subsidiary’s plant and machinery.
181<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
30. OTHER LOANS<br />
Included in other loans are:<br />
(a) US dollar denominated term notes of $1.5 million (US$1.0 million) (2005: $1.7 million (US$1.0 million)) and $0.3 million<br />
(US$0.2 million) (2005: $0.4 million (US$0.2 million)) owing to the Pennsylvania Industrial Development Authority and<br />
the Industrial Properties Corporation, respectively, by a US entity of the Group. These notes are secured by assets of the<br />
entity and bear interest, respectively, at 2.75% and 4.0% (2005: 2.75% and 4.0%) per annum, which are also the effective<br />
interest rates, and are payable through 1 July 2019 and 28 June 2019, respectively.<br />
Another US dollar denominated term note of $0.6 million (US$0.4 million) (2005: $0.6 million (US$0.4 million)) is owed<br />
by the same entity to the Pennsylvania Department of Community and Economic Development. This note is unsecured,<br />
bears interest of 2.75% (2005: 2.75%) per annum, which is also the effective interest rate, and is payable through<br />
1 February 2012.<br />
(b) an amount of $194,000 (2005: $194,000) relating to a long-term loan from a minority shareholder of a subsidiary. The<br />
loan is unsecured, interest-free and the shareholder has indicated that they will not request for the repayment of the loan<br />
within the next 12 months.<br />
(c) Included in other loans in the prior year are the following:<br />
– an amount of $669,000 relating to a loan of an overseas subsidiary. The loan has been repaid during the year.<br />
– an amount of $2,843,000 relating to short-term loans from minority shareholders of a subsidiary. The loans were<br />
unsecured, bore interest at 7% per annum, which was also the effective interest rate. The loans were forgiven during<br />
the year.<br />
31. DUE TO A SUBSIDIARY<br />
Amount due to a subsidiary in the Company is unsecured, interest-free and is not repayable in the foreseeable future.<br />
32. TURNOVER<br />
Turnover represents invoiced value of sales/services less returns and discounts given and billings recognised on contracts as<br />
follows:<br />
GROUP<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Sale of goods 2,495,426 1,330,439<br />
Service income 1,990,332 2,007,456<br />
4,485,758 3,337,895
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 182<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
33. OTHER OPERATING INCOME<br />
GROUP<br />
NOTE <strong>2006</strong> 2005<br />
$’000 $’000<br />
Commission income 1,326 470<br />
Dividend income<br />
– quoted equity investments 506 2,136<br />
– unquoted equity investments 9,785 876<br />
Interest income<br />
– related corporations 24,287 19,483<br />
– bank deposits 14,638 10,212<br />
– staff loans 28 30<br />
– others 1,198 885<br />
Impairment in value of investments<br />
– unquoted investments 10 (8,428) (3,905)<br />
– associated companies 9 (4,865) (442)<br />
Gain on disposal of investments 35,701 13,199<br />
Profit on maturity of amounts under fund management 6,491 6,947<br />
Fair value changes of financial instruments<br />
– gain on forward currency contract designated as<br />
hedging instrument in a fair value hedge 1,256 20<br />
Fair value of hedged items (1,411) 637<br />
Gain on dilution of interest in an associated company 571 –<br />
Others 7,051 4,299<br />
88,134 54,847
183<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
34. PROFIT FROM CONTINUING OPERATIONS<br />
Profit from continuing operations is arrived at:<br />
GROUP<br />
NOTE <strong>2006</strong> 2005<br />
$’000 $’000<br />
After charging<br />
Auditors’ remuneration:<br />
– auditors of the Company 1,555 1,406<br />
– other auditors 2,929 1,477<br />
Non-audit fees:<br />
– auditors of the Company 330 190<br />
– other auditors 1,000 309<br />
Fees and remuneration of directors 3,960 3,085<br />
Fees paid to a firm of which a director is a member 193 194<br />
Personnel expenses 35 1,245,704 901,682<br />
Depreciation of property, plant and equipment 7 130,676 79,092<br />
Allowance/(write-back of allowance) for:<br />
Stock obsolescence 9,330 5,169<br />
Doubtful debts – trade 15 (7,378) (12,426)<br />
Loans receivable 12 (944) (1,702)<br />
Provision/(write-back of provision) for:<br />
Foreseeable losses 23 (448) (873)<br />
Liquidated damages 23 2,020 67<br />
Warranties 23 23,855 14,569<br />
Provision for impairment in value of investment in a joint venture 9 – 258<br />
Property, plant and equipment written off 10,942 372<br />
Research, design and development expenses incurred 58,435 37,480<br />
Operating lease expenses 22,412 30,016<br />
Amortisation of other intangible assets 11 5,135 1,522<br />
Impairment of goodwill 11 8,135 4,483<br />
Impairment loss – property, plant and equipment 7 297 12,213<br />
Impairment of commercial and intellectual property rights 11 818 –<br />
And crediting<br />
Grants and subsidies received 1,204 1,464<br />
Write-back of impairment in value of other intangible assets 11 – 234<br />
Deferred income recognised 27 132 268
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 184<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
35. PERSONNEL EXPENSES<br />
GROUP<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Wages and salaries* 1,042,644 745,377<br />
Pension contributions 61,850 54,526<br />
Share-based payments 9,885 8,587<br />
Other personnel expenses 131,325 93,192<br />
* Includes directors’ remuneration of $2,802,266 (2005: $2,207,748).<br />
1,245,704 901,682<br />
36. KEY MANAGEMENT PERSONNEL COMPENSATION<br />
The key management personnel compensation are as follows:<br />
Short-term employee benefits 30,608 25,754<br />
Other long-term benefits 7 2<br />
Share-based payments 7,020 2,207<br />
37,635 27,963<br />
37. OTHER INCOME, NET<br />
Gain on disposal of property, plant and equipment 11 1,241<br />
Losses arising from the impact of Hurricane Katrina (41,908) (26,716)<br />
Proceeds received/receivable from insurers (Hurricane Katrina) 41,118 18,734<br />
Exchange loss, net (3,914) (1,806)<br />
Rental income 3,798 4,043<br />
Income from settlement of a legal suit – 12,452<br />
Gain on sale of other assets – 8,032<br />
Short-term loans from minority shareholders forgiven 2,766 –<br />
Service fee 2,201 –<br />
Others 5,268 4,941<br />
9,340 20,921<br />
38. FINANCIAL EXPENSES<br />
Interest expense:<br />
Bank loans and overdrafts 41,182 7,063<br />
Finance lease 711 680<br />
Loans from minority shareholders of a subsidiary – 84<br />
Others 359 125<br />
42,252 7,952
185<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
39. TAXATION<br />
GROUP<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Current income tax<br />
Current year 115,321 95,554<br />
Overprovision in respect of prior years (13,762) (9,095)<br />
Associated companies 7,748 8,728<br />
109,307 95,187<br />
Deferred income tax<br />
Current year 894 (2,151)<br />
Overprovision in respect of prior years (1,306) (1,043)<br />
108,895 91,993<br />
Deferred income tax related to items charged or credited directly to equity:<br />
Net change in fair value of available-for-sale financial assets 3,344 (1,046)<br />
Net change in fair value of derivative financial instruments designated in cash flow hedges (161) (385)<br />
3,183 (1,431)<br />
The Group<br />
As at 31 December <strong>2006</strong>, subsidiaries of the Group have potential tax benefits of approximately $40,125,000 (2005:<br />
$36,885,000) arising from unutilised tax losses, unabsorbed wear and tear allowances and other temporary differences, which<br />
are available for set-off against future taxable profits. These tax benefits have not been recognised in the financial statements<br />
due to the uncertainty of its recoverability. The use of these potential tax benefits is subject to the agreement of the tax<br />
authorities and compliance with certain provisions of the tax legislation of the respective countries in which the subsidiaries<br />
operate.<br />
A reconciliation between tax expense and the product of accounting profit multiplied by the applicable corporate tax rate for<br />
the years ended 31 December is as follows:<br />
Profit from continuing operations before taxation 564,339 503,245<br />
Taxation at statutory tax rate of 20% 112,868 100,649<br />
Adjustments :<br />
Income not subject to tax (21,892) (7,022)<br />
Expenses not deductible for tax purposes 20,264 6,608<br />
Higher effective tax rates of other countries 15,523 4,057<br />
Overprovision in prior years, net (15,068) (10,138)<br />
Income subject to concessionary tax rates (4,444) (3,010)<br />
Deferred tax assets not recognised 6,403 10,468<br />
Deferred tax assets previously not recognised now recognised (3,432) (6,304)<br />
Others (1,327) (3,315)<br />
Current financial year’s taxation charge 108,895 91,993
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 186<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
40. DIVIDENDS<br />
GROUP<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Final tax exempt dividend paid in respect of the previous financial year<br />
of 4.0 cents (2005: 4.0 cents) per share 116,580 115,686<br />
Special tax exempt (one-tier) dividend paid in respect of the previous<br />
financial year of 9.6 cents (2005: 8.39 cents) per share 279,792 242,653<br />
396,372 358,339<br />
Additional final dividend paid in respect of the previous year due to issue<br />
of shares under ESOS/ESOP before books closure date 3,101 1,430<br />
399,473 359,769<br />
The directors propose a final tax exempt (one-tier) dividend of 4.0 cents per share (2005: 4.0 cents) amounting to $117,850,000<br />
(2005: $116,580,000) and a special tax exempt (one-tier) dividend of 11.11 cents per share (2005: 9.6 cents) amounting to<br />
$327,277,000 (2005: $279,792,000), in respect of the year ended 31 December <strong>2006</strong>. The dividends have not been recognised<br />
as a liability as at year end as it is subject to approval at the <strong>Annual</strong> General Meeting of the Company.<br />
41. EARNINGS PER SHARE<br />
Basic earnings per share<br />
The calculation for basic earnings per share is based on:<br />
Consolidated profit after taxation and minority interests 445,127 396,308<br />
GROUP<br />
<strong>2006</strong> 2005<br />
Number of shares (’000)<br />
The weighted average number of ordinary shares is arrived at as follows:<br />
Issued ordinary shares at beginning of the year 2,914,496 2,892,165<br />
Weighted average number of ordinary shares issued during the year 23,234 13,701<br />
Weighted average number of ordinary shares 2,937,730 2,905,866<br />
Diluted earnings per share<br />
When calculating diluted earnings per share, the weighted average number of shares is adjusted for the effect of all dilutive<br />
potential ordinary shares. The number of unissued shares under option granted under the ESOS/ESOP and their exercise<br />
prices are set out in Note 3. The average fair value of one ordinary share during the financial year ended 31 December <strong>2006</strong><br />
was $2.97 (2005: $2.54) per share. The weighted average number of ordinary shares adjusted for the unissued shares under<br />
option is as follows:<br />
Number of shares (’000)<br />
Weighted average number of ordinary shares (used in the calculation of 2,937,730 2,905,866<br />
basic earnings per share)<br />
Weighted average number of unissued shares under option 134,206 114,494<br />
Number of shares that would have been issued at fair value (104,474) (93,972)<br />
Weighted average number of ordinary shares (diluted) 2,967,462 2,926,388
187<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
42. RELATED PARTY INFORMATION<br />
In addition to related party information disclosed elsewhere in the financial statements, the Group has significant transactions<br />
with fellow subsidiaries within Temasek Group on terms agreed between the parties as follows:<br />
GROUP<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Sales and services rendered 7,978 32,984<br />
Purchases and services received 41,398 76,381<br />
Property, plant and equipment purchases 3,145 294<br />
Interest income 24,287 19,483<br />
Dividend income 525 826<br />
Loan – 1,085<br />
Rental income 3,239 –<br />
43. CASH AND CASH EQUIVALENTS<br />
Cash and cash equivalents comprise the following:<br />
Fixed deposits with financial institutions 333,695 148,187<br />
Cash and bank balances 291,028 158,141<br />
Short-term loans to related corporation 511,484 892,651<br />
Bank overdrafts (1,737) (731)<br />
1,134,470 1,198,248<br />
Cash and cash equivalents denominated in currencies other than the functional currencies as at 31 December are as follows:<br />
US dollars 115,699 158,429<br />
Euro 75,157 96,757<br />
44. COMMITMENTS<br />
(a) Capital commitments<br />
Capital expenditure contracted but not provided for in the financial statements 60,625 34,312<br />
Share of associate’s capital commitments in respect of property, plant and equipment 2,443 4,451<br />
(b) Leases<br />
Future minimum lease payments under non-cancellable operating leases are as follows:<br />
Within 1 year 25,188 164,620<br />
Within 2 to 5 years 66,190 108,619<br />
After 5 years 129,041 133,583<br />
220,419 406,822<br />
The Group has several operating lease agreements for leasehold land and buildings, office premises and computers. The<br />
lease for the leasehold land and buildings and office premises contain renewal options but not purchase options. Certain<br />
leases contain escalation clauses but do not provide for contingent rents. Lease terms do not contain restrictions on the<br />
Group activities concerning dividends, additional debt or further leasing.
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 188<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
44. COMMITMENTS (continued)<br />
(c) Operating lease commitments – As lessor<br />
The Group has entered into a commercial lease on two of its engines. The non-cancellable lease has an average lease<br />
team of about 3 to 10 years.<br />
Future lease payment receivable under non-cancellable operating lease as at 31 December <strong>2006</strong> is as follows:<br />
GROUP<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Not later than one year 807 561<br />
Later than one year but not later than 5 years 1,206 981<br />
Later than 5 years 769 –<br />
2,782 1,542<br />
(d) Investments<br />
(i) As at 31 December <strong>2006</strong>, the Group has outstanding commitments in respect of uncalled capital to the extent of $0.2<br />
million (2005: $7.8 million) in a subsidiary.<br />
(ii) As at 31 December <strong>2006</strong>, the Group has outstanding commitments in respect of uncalled capital to the extent of<br />
$18.2 million (US$11.8 million) (2005: $47.1 million (US$28.2 million)) in an associated company.<br />
(iii) As at 31 December <strong>2006</strong>, in respect of investments in unquoted equity shares of venture capital fund companies,<br />
there is uncalled capital contribution amounting to $0.6 million (2005: $0.7 million) for the Group.<br />
(iv) As at 31 December <strong>2006</strong>, the Group has outstanding commitments in respect of uncalled capital to the extent of $2.4<br />
million (2005: $nil) in a joint venture.<br />
On 2 November <strong>2006</strong>, an agreement was signed between <strong>Singapore</strong> <strong>Technologies</strong> Kinetics Ltd and BF Utilities<br />
Limited to form an Equity Joint Venture Company in Pune, India. The joint venture company will have a registered<br />
capital of US$6 million to be contributed by each party in the proportion of 26% and 74% respectively, which is to be<br />
contributed over three years.<br />
45. CONTINGENT LIABILITIES (UNSECURED)<br />
(a) Corporate guarantees given by the Company to banks in respect of loan facilities extended to certain US subsidiaries<br />
amounted to $753 million (US$490 million) (2005: $481.8 million (US$290 million)).<br />
(b) Guarantee given by subsidiaries in respect of banking facilities granted to subsidiaries as at 31 December <strong>2006</strong><br />
amounted to $59.5 million (2005: $41.9 million).<br />
(c) A subsidiary in the Aerospace sector has commenced arbitration proceedings against one of its suppliers for unpaid<br />
invoices of approximately $9.3 million to $13.6 million including interest (Euro 4.6 million to Euro 6.8 million including<br />
interest). The subsidiary received counter claims of estimated value of $8.4 million (Euro 4.2 million) from this supplier for<br />
damages based on non-performance. Arbitration proceedings are in progress. No provision against this claim has been<br />
made as the subsidiary is of the opinion that the likelihood of a loss is unlikely.
189<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
45. CONTINGENT LIABILITIES (UNSECURED) (continued)<br />
(d) In April 2005, the Company entered into a Letter of Intent with ASA Management Aps (“ASA”) and a financial partner to<br />
form a consortium to explore an acquisition of SAS Component Group A/S.<br />
After the withdrawal of the financial partner sometime in end August 2005, the consortium broke up. ASA alleged that<br />
the Company had, in breach of the contract with ASA, concluded its acquisition of SAS Component Group A/S without<br />
involving ASA.<br />
ASA commenced arbitration in late November <strong>2006</strong>, which arbitration will be heard in Paris, claiming for (i) Euro<br />
5,600,000 as compensation plus interest and (ii) future exit fee. The Company is disputing these claims. The Company is<br />
of the opinion that the claim will not have a material financial impact on the Group.<br />
46. SEGMENT INFORMATION<br />
(a) Analysis by business segments<br />
The Group is organised on a worldwide basis into four main operating segments, namely:<br />
(i) Aerospace<br />
Provides a spectrum of aerospace maintenance and engineering services for a wide range of military and commercial<br />
aircraft through its three operational divisions; Aircraft Maintenance & Modification, Component/Engine Repair &<br />
Overhaul, and <strong>Engineering</strong> & Materials Services.<br />
(ii) Electronics<br />
A leading provider of electronics and information communications technologies solutions in the region. Its core<br />
capabilities lie in its innovative design, development and integration of advanced electronics systems for commercial,<br />
industrial, defence and public services applications worldwide.<br />
(iii) Land Systems<br />
Provides integrated systems, specialty vehicles and their related services for defence, government and commercial<br />
applications. This includes design and development, systems integration, production, operations & support and life<br />
cycle management.<br />
(iv) Marine<br />
Provides turnkey shipbuilding, shipconversion and shiprepair services. The shipyard’s design capabilities give it the<br />
edge in providing sophisticated, highly customised solutions for a wide spectrum of naval and commercial vessels.<br />
Other operations include research and development, treasury, investment holding and provision of management,<br />
consultancy, warehousing and other support services.<br />
Inter-segment pricing is on an arm’s length basis.
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 190<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
46. SEGMENT INFORMATION (continued)<br />
LAND<br />
AEROSPACE ELECTRONICS SYSTEMS MARINE OTHERS ELIMINATION GROUP<br />
$’000 $’000 $’000 $’000 $’000 $’000 $’000<br />
<strong>2006</strong><br />
Turnover<br />
External sales 1,673,209 951,336 1,001,847 701,520 157,846 – 4,485,758<br />
Inter-segment sales 2,284 14,421 12,052 1,348 580,253 (610,358) –<br />
1,675,493 965,757 1,013,899 702,868 738,099 (610,358) 4,485,758<br />
Segment results 241,983 91,818 63,940 72,823 538,661 (534,036) 475,189<br />
Investment income, net 28,271 11,930 388 733 (3,254) 1,693 39,761<br />
Interest income 9,805 5,107 7,952 9,123 31,500 (23,336) 40,151<br />
Operating profit 280,059 108,855 72,280 82,679 566,907 (555,679) 555,101<br />
Financial expenses (11,962) (8,879) (6,579) (3,519) (27,954) 16,641 (42,252)<br />
Share of results of associated companies<br />
and joint ventures 37,183 4,674 4,270 340 – 5,023 51,490<br />
Profit from continuing operations<br />
before taxation 305,280 104,650 69,971 79,500 538,953 (534,015) 564,339<br />
Taxation (43,621) (26,515) (16,360) (11,677) (8,299) (2,423) (108,895)<br />
Minority interests (6,623) (1,817) (1,685) – – (192) (10,317)<br />
Net profit attributable to shareholders 255,036 76,318 51,926 67,823 530,654 (536,630) 445,127<br />
Assets 1,795,720 1,113,178 1,087,739 632,310 2,219,861 (1,783,104) 5,065,704<br />
Associated companies and joint ventures 111,781 61,573 114,667 290 1,670 4,164 294,145<br />
Unallocated assets 154,393<br />
Total assets 5,514,242<br />
Liabilities 1,308,067 1,047,341 1,053,419 526,140 815,520 (1,193,121) 3,557,366<br />
Unallocated liabilities 248,492<br />
Total liabilities 3,805,858<br />
Capital expenditure 172,804 58,078 181,980 11,845 2,806 – 427,513<br />
Depreciation and amortisation 84,384 15,520 17,236 16,391 2,280 – 135,811<br />
Impairment loss 621 15,187 5,174 – 1,561 – 22,543<br />
Other non-cash expenses 10,826 2 114 – – – 10,942
191<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
46. SEGMENT INFORMATION (continued)<br />
LAND<br />
AEROSPACE ELECTRONICS SYSTEMS MARINE OTHERS ELIMINATION GROUP<br />
$’000 $’000 $’000 $’000 $’000 $’000 $’000<br />
2005<br />
Turnover<br />
External sales 1,235,641 701,368 599,722 659,671 141,493 – 3,337,895<br />
Inter-segment sales 270 10,855 4,925 176 450,424 (466,650) –<br />
1,235,911 712,223 604,647 659,847 591,917 (466,650) 3,337,895<br />
Segment results 195,425 73,455 46,388 83,406 430,878 (413,709) 415,843<br />
Investment income, net 12,347 3,154 3,073 1,322 (1,085) – 18,811<br />
Interest income 10,420 2,506 6,531 5,676 12,318 (6,841) 30,610<br />
Operating profit 218,192 79,115 55,992 90,404 442,111 (420,550) 465,264<br />
Financial expenses (919) (1,495) (702) (2,472) (6,915) 4,551 (7,952)<br />
Share of results of associated companies<br />
and joint ventures 38,170 (1,598) 9,720 – (359) – 45,933<br />
Profit from continuing operations<br />
before taxation 255,443 76,022 65,010 87,932 434,837 (415,999) 503,245<br />
Taxation (32,239) (16,110) (16,093) (17,665) (30,810) 20,924 (91,993)<br />
Minority interests (12,910) (1,904) 80 – – (210) (14,944)<br />
Net profit attributable to shareholders 210,294 58,008 48,997 70,267 404,027 (395,285) 396,308<br />
Assets 1,262,941 980,168 871,969 657,295 1,653,131 (1,266,088) 4,159,416<br />
Associated companies and joint ventures 100,530 63,727 115,883 – 2,363 (540) 281,963<br />
Unallocated assets 125,016<br />
Total assets 4,566,395<br />
Liabilities 801,935 892,039 784,302 548,791 587,852 (810,527) 2,804,392<br />
Unallocated liabilities 220,147<br />
Total liabilities 3,024,539<br />
Capital expenditure 86,973 213,822 57,227 18,473 6,075 – 382,570<br />
Depreciation and amortisation 39,092 8,781 11,461 19,123 2,157 – 80,614<br />
Impairment (gain)/loss (431) 966 6,737 12,710 1,085 – 21,067<br />
Other non-cash expenses 54 29 9 280 – – 372
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 192<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
46. SEGMENT INFORMATION (continued)<br />
(b) Analysis by country of incorporation<br />
Turnover is based on the country of incorporation regardless of where the goods are produced or services rendered.<br />
Assets and additions to property, plant and equipment and intangibles are based on the location of those assets.<br />
CAPITAL<br />
TURNOVER ASSETS EXPENDITURE<br />
<strong>2006</strong> 2005 <strong>2006</strong> 2005 <strong>2006</strong> 2005<br />
$’000 $’000 $’000 $’000 $’000 $’000<br />
(Restated)<br />
Asia 2,836,921 2,644,277 3,498,380 3,644,028 138,785 90,497<br />
USA 1,240,985 616,218 1,263,959 845,464 210,507 289,939<br />
Europe 406,770 68,626 732,691 45,683 78,106 1,928<br />
Others 1,082 8,774 19,212 31,220 115 206<br />
4,485,758 3,337,895 5,514,242 4,566,395 427,513 382,570<br />
(c) Analysis by geographical areas<br />
Turnover is based on the location of customers regardless of where the goods are produced or services rendered.<br />
TURNOVER<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Asia 2,365,334 2,216,400<br />
USA 1,478,907 836,683<br />
Europe 481,292 135,918<br />
Others 160,225 148,894<br />
4,485,758 3,337,895<br />
47. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES<br />
The Group’s principal financial instruments, other than derivatives, comprise bankers’ guarantees, performance bonds, bank<br />
loans and overdrafts, finance leases and hire purchase contracts, investments, funds under management, and cash and shortterm<br />
deposits. The Group has various other financial assets and liabilities such as trade receivables and trade payables, which<br />
arise directly from its operations.<br />
The Group also enters into derivative transactions, including principally interest rate swaps and forward currency contracts. The<br />
purpose is to manage the interest rate and currency risks arising from the Group’s operations and its sources of finance.<br />
The main risks arising from the Group’s financial instruments are interest rate, foreign exchange, market, liquidity and credit<br />
risks. The policies for managing each of these risks are summarised below.<br />
The Group’s accounting policies in relation to derivatives are set out in Note 2. It is the Group’s policy not to trade in derivative<br />
contracts for profit.
193<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
47. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)<br />
Interest rate risk<br />
The Group has cash balances placed with reputable banks, financial institutions and a related corporation. The Group manages<br />
its interest rate risks on its interest income by placing the cash balances in varying maturities and interest rate terms.<br />
The Group’s debt includes bank borrowings and lease commitments. The Group seeks to minimise its interest exposure<br />
through options to refinance the debt instruments and/or enter into interest rate swaps, where appropriate, over the duration<br />
of its borrowings.<br />
Information relating to the Group’s interest rate exposure is also disclosed in the notes on the Group’s borrowings, investments<br />
and loan receivables, where applicable.<br />
Foreign exchange risk<br />
The Group’s foreign exchange risk arises both from its subsidiaries operating in foreign countries, which generate revenue<br />
and incur costs denominated in foreign currencies and from those operations of its local subsidiaries which are in foreign<br />
currencies.<br />
The Group enters into forward currency contracts to hedge against its foreign exchange risk resulting from anticipated sale<br />
and purchase transactions denominated in foreign currencies, primarily in US dollars and Euro.<br />
Market risk<br />
The Group has investments in quoted equity shares and bonds, and has placed funds with fund management companies. The<br />
market value of these investments will fluctuate with market conditions. To mitigate market risk, the Group’s funds placed with<br />
fund managers are guaranteed 95% to 100% of their principal values at the end of the fund management period. Also, before<br />
a fund manager is given funds for management, its financial strength is carefully considered.<br />
Liquidity risk<br />
To manage liquidity risk, the Group monitors its net operating cash flows and maintains an adequate level of cash and cash<br />
equivalents and secured committed funding facilities from financial institutions. In assessing the adequacy of these facilities,<br />
management reviews its working capital requirements.<br />
Credit risk<br />
Credit risk, or the risk of counterparties defaulting, is managed through the application of credit approvals, credit limits and<br />
monitoring procedures. Where appropriate, the Company or its subsidiaries obtain collaterals from customers or arrange<br />
master netting agreements. Cash terms, advance payments, and letters of credit or bank guarantees are required for<br />
customers of lower credit standing.<br />
Counterparties to financial instruments consist of prime financial institutions and related corporations, as disclosed in Notes<br />
10 and 16.<br />
As at 31 December <strong>2006</strong>, there were no significant concentrations of credit risk, except for 37% (2005: 43%) of trade debts<br />
relating to three major customers of the respective subsidiaries.<br />
48. FAIR VALUE OF FINANCIAL INSTRUMENTS<br />
Fair value is defined as the amount at which the instrument could be exchanged in a current transaction between<br />
knowledgeable willing parties in an arm’s length transaction, other than in a forced or liquidation sale. Fair values are obtained<br />
from quoted market prices, discounted cash flow models and option pricing models as appropriate.
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 194<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
48. FAIR VALUE OF FINANCIAL INSTRUMENTS (continued)<br />
The following methods and assumptions are used to estimate the fair value of each class of financial instruments:<br />
Bank balances, other liquid funds and short-term receivables<br />
The carrying amounts approximate fair values due to the relatively short-term maturity of these instruments.<br />
Quoted and unquoted investments<br />
The fair values of quoted investments are estimated based on quoted market prices for these investments. For unquoted<br />
investments, it is not practicable to determine the fair values because of the lack of quoted market prices and the assumptions<br />
used in valuation models to value these investments cannot be reasonably determined. However, for unquoted investment in<br />
related and non-related corporations as stated in Note 10, the fair value is determined by reference to valuation provided by<br />
related and non-related corporations and fund managers.<br />
Loans receivable<br />
The fair values of loans receivable are estimated based on the expected cash flows discounted to present value, except as<br />
disclosed in Note 12.<br />
Short-term borrowings and other current payables<br />
The carrying amounts approximate fair values because of the short period to maturity of these instruments.<br />
Forward currency contracts<br />
As at 31 December <strong>2006</strong>, the Group has the following forward currency contracts amounting to $135,485,000 (2005:<br />
$100,000,000) designated as hedges of confirmed sales in foreign currencies, firm purchase commitments in foreign<br />
currencies and accounts receivable in foreign currencies.<br />
<strong>2006</strong> 2005<br />
CONTRACTUAL/<br />
CONTRACTUAL/<br />
NOTIONAL ESTIMATED NOTIONAL ESTIMATED<br />
NOTE AMOUNT FAIR VALUE AMOUNT FAIR VALUE<br />
$’000 $’000 $’000 $’000<br />
Cash flow hedges<br />
Forward currency contracts:<br />
– to hedge confirmed sales in foreign currencies (i) 4,918 15 2,419 149<br />
– to hedge firm purchase commitments in<br />
foreign currencies (i) 18,081 143 17,043 (319)<br />
Fair value hedges<br />
Forward currency contracts:<br />
– to hedge confirmed sales in foreign currencies (i) 98,571 1,599 60,263 465<br />
– to hedge accounts receivable in foreign currencies (i) 13,915 153 20,275 (146)<br />
(i) The maturity dates of the forward currency contracts approximate the timing of the expected cash flow of their respective<br />
hedged items, which are on varying periods up to 13 months from the financial year end.<br />
As at 31 December <strong>2006</strong>, the Group has the following outstanding forward currency contracts amounting to $5,834,000<br />
(2005: $11,962,000) which are not designated as hedges of confirmed sales in foreign currencies and firm purchase<br />
commitments in foreign currencies.<br />
Forward currency contracts<br />
– purchase 1,489 28 9,792 (108)<br />
– sale 4,345 57 2,170 24
195<br />
Notes to the Financial Statements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars unless otherwise stated)<br />
49. COMPARATIVE FIGURES<br />
Comparatives in the financial statements have been changed from the previous year due to finalisation of the purchase price<br />
allocation to goodwill, intangible assets (excluding goodwill) and other assets for iDirect, Inc. during the current year.<br />
PREVIOUSLY<br />
RESTATED REPORTED<br />
2005 2005<br />
$’000 $’000<br />
Presented in the Balance Sheet<br />
Intangible assets 344,682 360,205<br />
Deferred tax assets 110,872 95,349<br />
Presented in the Notes to the Financial Statements<br />
Note 11:<br />
Goodwill 307,821 357,468<br />
Other intangible assets 36,861 2,737<br />
Note 13:<br />
Deferred tax assets 110,872 95,349<br />
50. SUBSEQUENT EVENT<br />
Increase in equity share of joint venture<br />
The Group has increased its interest in its joint venture company, STAR Automotive Center (Guangzhou) Co., Ltd. (“STAR GZ”)<br />
from 50% to 100% for a purchase consideration of RMB7.36 million ($1,470,000). Additionally, the Group has injected RMB4<br />
million ($800,000) to increase the registered capital of STAR GZ.
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 196<br />
SGX Listing Manual Requirements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars)<br />
1. INTERESTED PERSON TRANSACTIONS<br />
Interested person transactions carried out during the financial year pursuant to the Shareholders’ Mandate obtained under<br />
Chapter 9 of the Listing Manual of the <strong>Singapore</strong> Exchange Securities Trading Limited (“SGX”) by the Group are as follows:<br />
AGGREGATE VALUE<br />
OF ALL TRANSACTIONS<br />
EXCLUDING TRANSACTIONS<br />
CONDUCTED UNDER A<br />
SHAREHOLDERS’ MANDATE<br />
PURSUANT TO RULE 920 OF THE<br />
SGX LISTING MANUAL<br />
AGGREGATE VALUE<br />
OF ALL TRANSACTIONS<br />
CONDUCTED UNDER A<br />
SHAREHOLDERS’<br />
MANDATE PURSUANT<br />
TO RULE 920 OF THE<br />
SGX LISTING MANUAL<br />
Transactions for the Sale of Goods and Services<br />
<strong>2006</strong> 2005 <strong>2006</strong> 2005<br />
$’000 $’000 $’000 $’000<br />
Keppel Corporation Ltd and its Associates – – – 1,297<br />
SembCorp Industries Ltd and its Associates – – 770 7,299<br />
SembCorp Logistics Ltd and its Associates – – – 952<br />
<strong>Singapore</strong> Airport Terminal Services Ltd<br />
and its Associates – – 252 –<br />
<strong>Singapore</strong> Computer Systems Limited<br />
and its Associates – – 475 103<br />
<strong>Singapore</strong> Telecommunications Limited and<br />
its Associates – – 3,604 –<br />
StarHub Ltd and its Associates – – – 446<br />
Temasek Holdings (Private) Limited<br />
and its Associates – – 7,787 546<br />
– – 12,888 10,643<br />
Transactions for the Purchase of Goods and Services<br />
SembCorp Industries Ltd and its Associates – – – 19,386<br />
SembCorp Logistics Ltd and its Associates – – 101 748<br />
SembCorp Marine Ltd and its Associates – – 1,914 2,914<br />
<strong>Singapore</strong> Computer Systems Limited<br />
and its Associates – – 2,389 3,203<br />
<strong>Singapore</strong> Telecommunications Limited<br />
and its Associates – – 168 –<br />
StarHub Ltd and its Associates – – 130 –<br />
Temasek Holdings (Private) Limited<br />
and its Associates – – 14,317 6,291<br />
– – 19,019 32,542
197<br />
SGX Listing Manual Requirements 31 DECEMBER <strong>2006</strong><br />
(Currency – <strong>Singapore</strong> dollars)<br />
1. INTERESTED PERSON TRANSACTIONS (continued)<br />
AGGREGATE VALUE<br />
OF ALL TRANSACTIONS<br />
EXCLUDING TRANSACTIONS<br />
CONDUCTED UNDER A<br />
SHAREHOLDERS’ MANDATE<br />
PURSUANT TO RULE 920 OF THE<br />
SGX LISTING MANUAL<br />
AGGREGATE VALUE<br />
OF ALL TRANSACTIONS<br />
CONDUCTED UNDER A<br />
SHAREHOLDERS’<br />
MANDATE PURSUANT<br />
TO RULE 920 OF THE<br />
SGX LISTING MANUAL<br />
Investment/Divestment/Leasing Transactions<br />
<strong>2006</strong> 2005 <strong>2006</strong> 2005<br />
$’000 $’000 $’000 $’000<br />
<strong>Singapore</strong> Computer Systems Limited<br />
and its Associates 238 238 – –<br />
SMRT Corporation Ltd and its Associates 6,500 – – –<br />
Temasek Holdings (Private) Limited<br />
and its Associates – 3,109 – 660<br />
6,738 3,347 – 660<br />
Treasury Transactions<br />
Temasek Holdings (Private) Limited<br />
and its Associates – – 889,681 959,680<br />
Total Interested Person Transactions 6,738 3,347 921,588 1,003,525
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 198<br />
Shareholding Statistics AS AT 5 MARCH 2007<br />
SHARE CAPITAL<br />
Paid-Up Capital : $498,190,192.411<br />
Class of Shares : Ordinary Shares<br />
One Special Share held by the Minister for Finance (Incorporated)<br />
Voting Rights : One vote per ordinary share<br />
SHAREHOLDING HELD IN HANDS OF PUBLIC<br />
Based on the information available to the Company as at 5 March 2007, 31.3962% of the issued ordinary shares of the Company is<br />
held by the public and therefore, Rule 723 of the Listing Manual issued by SGX-ST is complied with.<br />
ANALYSIS OF SHAREHOLDINGS<br />
NO. OF<br />
NO. OF<br />
RANGE OF SHAREHOLDINGS SHAREHOLDERS % SHARES %<br />
1 – 999 1,732 6.76 521,305 0.02<br />
1,000 – 10,000 19,713 76.98 83,073,519 2.81<br />
10,001 – 1,000,000 4,131 16.13 156,211,320 5.28<br />
1,000,001 and above 34 0.13 2,717,758,687 91.89<br />
25,610 100.00 2,957,564,831 100.00<br />
NUMBER OF SHARES<br />
DIRECT DEEMED TOTAL<br />
SUBSTANTIAL SHAREHOLDERS INTEREST INTEREST INTEREST %<br />
Temasek Holdings (Private) Limited 1,474,168,719 122,509,855 (1) 1,596,678,574 53.99<br />
The Capital Group Companies, Inc. – 199,958,000 (2) 199,958,000 6.7609<br />
Aberdeen Asset Management PLC and its subsidiaries – 253,658,100 (3) 253,658,100 8.5766<br />
Notes:<br />
(1) Temasek Holdings (Private) Limited is deemed to have an interest in the following shares held by:<br />
Name of Company<br />
No. of Shares<br />
Temasek a/c with DBS custodian 107,410,855<br />
DBS Group Holdings Ltd 10,829,000<br />
Keppel Corporation Limited 4,032,000<br />
The Rohatyn Group Asia Opportunity Master Fund, Ltd. 238,000<br />
(2) The Capital Group Companies, Inc. is deemed to have an interest in the following shares held by:<br />
Name of Company<br />
No. of Shares<br />
Raffl es Nominees Pte. Ltd. 195,977,000<br />
Bank of Tokyo (<strong>Singapore</strong>) 278,000<br />
BBH Dublin 182,000<br />
Chase Manhattan Bank (Hong Kong) 80,000<br />
DBS Nominees Pte. Ltd. 1,992,000<br />
HongKong & Shanghai Banking Corp 439,000<br />
HSBC 129,000<br />
HSBC (<strong>Singapore</strong>) Nominees Pte. Ltd. 487,000<br />
Standard Chartered Bank (Hong Kong) 141,000<br />
State Street Australia Limited 46,000<br />
United Overseas Bank Nominees Pte. Ltd. 207,000<br />
(3) Details of their deemed interest are not available.
199<br />
Shareholding Statistics AS AT 5 MARCH 2007<br />
MAJOR SHAREHOLDERS LIST – TOP 20<br />
NO. NAME NO. OF SHARES HELD %<br />
1 Temasek Holdings (Private) Limited 1,474,168,719 49.84<br />
2 DBS Nominees Pte Ltd 382,838,815 12.95<br />
3 DBSN Services Pte Ltd 282,587,801 9.56<br />
4 HSBC (<strong>Singapore</strong>) Nominees Pte Ltd 243,744,891 8.24<br />
5 Raffles Nominees Pte Ltd 112,183,036 3.79<br />
6 Citibank Nominees <strong>Singapore</strong> Pte Ltd 105,668,858 3.57<br />
7 United Overseas Bank Nominees Pte Ltd 49,957,834 1.69<br />
8 UOB Kay Hian Pte Ltd 8,762,372 0.30<br />
9 OCBC Nominees <strong>Singapore</strong> Pte Ltd 4,955,960 0.17<br />
10 DB Nominees (S) Pte Ltd 4,797,964 0.16<br />
11 OCBC Securities Private Ltd 4,068,585 0.14<br />
12 KI Investments (HK) Limited 4,032,000 0.14<br />
13 Selected Holdings Pte Ltd 3,025,000 0.10<br />
14 Raffles Investments Limited 3,000,000 0.10<br />
15 Merrill Lynch (S’pore) Pte Ltd 2,885,196 0.10<br />
16 Phillip Securities Pte Ltd 2,666,634 0.09<br />
17 The Asia Life Assurance Society Ltd - Par Fund 2,401,809 0.08<br />
18 BNP Paribas Nominees S’pore Pte Ltd 2,378,528 0.08<br />
19 DBS Vickers Securities (S) Pte Ltd 2,143,956 0.07<br />
20 Shanwood Development Pte Ltd 2,077,000 0.07<br />
2,698,344,958 91.24
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 200<br />
SECTORAL FINANCIAL REVIEW – AEROSPACE<br />
STATEMENT OF PROFIT AND LOSS<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Turnover 1,675,493 1,235,911<br />
Cost of sales (1,287,577) (962,407)<br />
Gross profit 387,916 273,504<br />
Other operating income 41,433 24,562<br />
Distribution and selling expenses 5,489 946<br />
Administrative expenses (137,116) (63,101)<br />
Other operating expenses (19,209) (16,859)<br />
Profit from continuing operations before taxation,<br />
other income and financial expenses 278,513 219,052<br />
Other income/(expenses), net 1,546 (860)<br />
Financial expenses (11,962) (919)<br />
268,097 217,273<br />
Share of results of associated companies and joint ventures 37,183 38,170<br />
Profit from continuing operations before taxation 305,280 255,443<br />
Taxation (43,621) (32,239)<br />
Profit from continuing operations after taxation 261,659 223,204<br />
Attributable to:<br />
Shareholders of the company 255,036 210,294<br />
Minority interests 6,623 12,910<br />
261,659 223,204
201<br />
SECTORAL FINANCIAL REVIEW – AEROSPACE<br />
BALANCE SHEET<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Share capital and reserves 417,680 463,025<br />
Minority interests 115,574 34,958<br />
533,254 497,983<br />
Property, plant and equipment 722,359 244,620<br />
Associated companies and joint ventures 111,781 100,530<br />
Investments 4,173 32,153<br />
Intangible assets 16,204 2,157<br />
Long-term receivables 275 417<br />
Deferred tax assets 57,011 37,104<br />
Current assets<br />
Stocks and work-in-progress 271,466 163,561<br />
Debtors, deposits and prepayments 441,372 485,382<br />
Long-term receivables, current 367 373<br />
Amounts under fund management 170,700 259,680<br />
Bank balances and other liquid funds 169,451 75,389<br />
1,053,356 984,385<br />
Current liabilities<br />
Advance payments from customers, current 152,324 113,940<br />
Creditors and accruals 642,160 460,825<br />
Provisions 53,106 47,372<br />
Progress billing in excess of work-in-progress 52,674 45,412<br />
Provision for taxation 103,212 96,004<br />
Short-term bank loans (unsecured) 24,223 2,845<br />
Long-term bank loans, current 5,571 –<br />
Lease obligations, current 1,567 1,628<br />
1,034,837 768,026<br />
Net current assets 18,519 216,359<br />
Non-current liabilities<br />
Advance payments from customers, non-current 63,936 66,066<br />
Deferred income 478 606<br />
Deferred tax liabilities 4,696 4,554<br />
Lease obligations, non-current 9,019 11,415<br />
Long-term bank loans, non-current 265,890 –<br />
Loans from related corporation 53,049 52,716<br />
397,068 135,357<br />
533,254 497,983
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 202<br />
SECTORAL FINANCIAL REVIEW – AEROSPACE<br />
STATEMENT OF CASH FLOWS<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Net cash from operating activities 291,335 183,811<br />
Net cash used in investing activities (136,545) (110,741)<br />
Proceeds from sale of property, plant and equipment 406 954<br />
Dividends from associated companies 42,630 36,260<br />
Dividends from investments 9,637 187<br />
Proceeds from sale and maturity of investments 136,435 12,656<br />
Purchase of investments (155) (70,051)<br />
Purchase of property, plant and equipment (158,373) (86,973)<br />
Acquisition of a subsidiary (119,538) –<br />
Acquisition of additional interest in subsidiaries (1,520) –<br />
Additional investment in an associated company (27,647) (3,588)<br />
Exchange difference on investment activities (18,420) (186)<br />
Net cash used in financing activities (218,708) (275,214)<br />
Capital contribution from minority shareholders of a subsidiary – 880<br />
Loans from/(to) related corporations 92,270 (48,090)<br />
Repayment of lease obligations (1,477) (1,505)<br />
Dividends paid to shareholders (299,699) (215,321)<br />
Dividends paid to minority shareholders of subsidiaries (14,204) (10,614)<br />
Interest paid (11,876) (908)<br />
Proceeds from short-term bank loans 3,243 –<br />
Exchange difference on financing activities 13,035 344<br />
Net decrease in cash and cash equivalents (63,918) (202,144)<br />
Cash and cash equivalents at beginning of year 291,149 493,120<br />
Exchange difference on cash and cash equivalents at beginning of year (2,366) 173<br />
Cash and cash equivalents at end of year 224,865 291,149
203<br />
SECTORAL FINANCIAL REVIEW – AEROSPACE<br />
VALUE ADDED STATEMENT<br />
<strong>2006</strong> 2005 2004 2003 2002<br />
$’000 $’000 $’000 $’000 $’000<br />
Value added from:<br />
Revenue earned 1,675,493 1,235,911 1,118,309 1,092,173 1,044,110<br />
Bought in materials and services (774,346) (567,862) (507,429) (473,460) (485,544)<br />
901,147 668,049 610,880 618,713 558,566<br />
Income from investments and interest 29,789 22,767 23,370 7,599 11,435<br />
Exchange gain/(loss) 935 (864) (770) (906) (2,606)<br />
Other non-operating income 12,255 1,799 8,235 7,490 9,884<br />
Share of results of associated companies<br />
and joint ventures 37,183 38,170 37,475 34,047 39,333<br />
Total value added 981,309 729,921 679,190 666,943 616,612<br />
Distribution of total value added<br />
To employees in wages, salaries and benefits 588,048 437,014 404,562 375,946 342,724<br />
To government in income and other taxes 47,123 35,294 42,609 46,611 54,807<br />
To providers of capital on:<br />
• Interest paid on borrowings 11,962 919 965 972 2,307<br />
• Dividends to shareholder 299,699 215,321 183,719 174,912 156,774<br />
946,832 688,548 631,855 598,441 556,612<br />
Balance retained in/(applied from) business<br />
Depreciation 84,366 39,092 34,117 39,604 38,734<br />
Impairment of assets 1,784 (431) 852 1,112 1,882<br />
Retained profits (68,764) (14,020) (10,961) (759) (5,116)<br />
17,386 24,641 24,008 39,957 35,500<br />
Non-production cost and income<br />
Bad debts (13,633) (5,171) 727 21,852 15,671<br />
Income from investments and interest 29,789 22,767 23,370 7,599 11,435<br />
Exchange gain/(loss) 935 (864) (770) (906) (2,606)<br />
17,091 16,732 23,327 28,545 24,500<br />
Total distribution 981,309 729,921 679,190 666,943 616,612
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 204<br />
SECTORAL FINANCIAL REVIEW – AEROSPACE<br />
FINANCIAL HIGHLIGHTS<br />
<strong>2006</strong> 2005 2004 2003 2002<br />
$’000 $’000 $’000 $’000 $’000<br />
Turnover 1,675,493 1,235,911 1,118,309 1,092,173 1,044,110<br />
Profit before tax 305,280 255,443 235,400 225,189 212,993<br />
Profit after tax (before extraordinary items) 255,036 210,294 187,275 176,297 155,580<br />
Shareholders’ funds 417,680 463,025 452,329 456,130 458,962<br />
Total assets 1,965,159 1,401,366 1,373,110 1,431,936 1,434,821<br />
Net tangible assets 401,476 460,868 450,325 456,074 458,870<br />
Return on turnover (%) 15.6 18.1 17.5 16.6 15.4<br />
Earnings per share (¢) 127.52 105.15 93.64 88.15 77.79<br />
Return on equity (%) 54.2 40.8 37.1 34.6 30.4<br />
Return on total assets (%) 13.3 15.9 14.2 12.6 11.2<br />
Net tangible assets per share (¢) 200.7 230.4 225.2 228.0 229.4<br />
Productivity data<br />
Average staff strength (number) 5,880 5,057 4,869 4,877 4,716<br />
Sales per employee ($) 284,948 244,396 229,679 223,944 221,397<br />
Profit after tax per employee ($) 43,373 41,585 38,463 36,149 32,990<br />
Employment costs 589,440 438,163 405,125 376,390 343,194<br />
Employment costs per $ of turnover ($) 0.35 0.35 0.36 0.34 0.33<br />
Economic Value Added 194,390 175,200 136,694 149,843 118,054<br />
Economic Value Added spread (%) 19.5 25.8 20.3 22.7 17.9<br />
Economic Value Added per employee ($) 33,060 34,645 28,074 30,724 25,033<br />
Value added 981,309 729,921 679,190 666,943 616,612<br />
Value added per employee ($) 166,889 144,339 139,493 136,753 130,749<br />
Value added per $ of employment costs ($) 1.66 1.67 1.68 1.77 1.80<br />
Value added per $ of gross property, plant<br />
and equipment ($) 0.81 1.09 1.16 1.24 1.14<br />
Value added per $ of turnover ($) 0.59 0.59 0.61 0.61 0.59
205<br />
SECTORAL FINANCIAL REVIEW – ELECTRONICS<br />
STATEMENT OF PROFIT AND LOSS<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Turnover 965,757 712,223<br />
Cost of sales (664,529) (553,354)<br />
Gross profit 301,228 158,869<br />
Other operating income 17,674 5,522<br />
Distribution and selling expenses (69,034) (28,592)<br />
Administrative expenses (103,265) (40,986)<br />
Other operating expenses (37,847) (16,908)<br />
Profit from continuing operations before taxation, other income and financial expenses 108,756 77,905<br />
Other income, net 99 1,210<br />
Financial expenses (8,879) (1,495)<br />
99,976 77,620<br />
Share of results of associated companies and joint ventures 4,674 (1,598)<br />
Profit from continuing operations before taxation 104,650 76,022<br />
Taxation (26,515) (16,110)<br />
Profit from continuing operations after taxation 78,135 59,912<br />
Attributable to:<br />
Shareholders of the company 76,318 58,008<br />
Minority interests 1,817 1,904<br />
78,135 59,912
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 206<br />
SECTORAL FINANCIAL REVIEW – ELECTRONICS<br />
BALANCE SHEET<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
(Restated)<br />
Share capital and reserves 103,619 137,282<br />
Minority interests 10,555 3,743<br />
114,174 141,025<br />
Property, plant and equipment 39,365 35,754<br />
Associated companies and joint ventures 61,573 63,727<br />
Investments 8,299 45,663<br />
Intangible assets 278,407 243,984<br />
Long-term receivables 2,872 14,285<br />
Deferred tax assets 25,487 28,771<br />
Current assets<br />
Stocks and work-in-progress 313,867 234,838<br />
Trade debtors 267,009 196,101<br />
Due from related corporations 66,201 99,705<br />
Debtors, deposits and prepayments 23,910 31,991<br />
Advance payments to suppliers 21,642 15,481<br />
Long-term receivables, current 43 54<br />
Bank balances and other liquid funds 92,300 47,172<br />
784,972 625,342<br />
Current liabilities<br />
Advance payments from customers, current 89,568 81,819<br />
Creditors and accruals 336,773 219,681<br />
Provisions 27,983 25,683<br />
Progress billings in excess of work-in-progress 210,692 230,961<br />
Provision for taxation 33,969 24,270<br />
Short-term bank loans (unsecured) 19,868 5,355<br />
Long-term bank loans, current 231 –<br />
Lease obligations, current 51 45<br />
Other loan, current 980 –<br />
Bank overdrafts 800 731<br />
720,915 588,545<br />
Net current assets 64,057 36,797<br />
Non-current liabilities<br />
Advance payments from customers, non-current 60,490 47,367<br />
Loans from a related corporation 298,325 279,791<br />
Deferred income 76 142<br />
Deferred rent 736 508<br />
Deferred tax liabilities 5,351 2<br />
Lease obligations, non-current 89 146<br />
Long-term bank loans, non current 819 –<br />
365,886 327,956<br />
114,174 141,025
207<br />
SECTORAL FINANCIAL REVIEW – ELECTRONICS<br />
STATEMENT OF CASH FLOWS<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Net cash from operating activities 34,760 3,042<br />
Net cash used in investing activities (19,998) (269,921)<br />
Proceeds from sale of property, plant and equipment 262 9<br />
Dividends from associated companies 2,025 732<br />
Dividends from investments 378 1,999<br />
Proceeds from sale of investments 29,264 1,813<br />
Proceed from convertible loan/promissory note redemption – 4,872<br />
Proceed from capital redemption of an associated company 170 238<br />
Purchase of property, plant and equipment (12,006) (7,125)<br />
Purchase of investments/convertible loan (725) (3,644)<br />
Investment in associated companies/joint venture (6,611) (6,654)<br />
Acquisition of subsidiaries (32,615) (261,143)<br />
Dilution of interest in subsidiary – (963)<br />
Loan to an investee company – (55)<br />
Loan to an associated company (140) -<br />
Net cash from financing activities 19,242 273,106<br />
Capital contribution from minority shareholders of a subsidiary – 133<br />
Repayment of lease obligations (51) (9)<br />
Proceeds from inter-company loans, net of repayment 98,040 327,437<br />
Proceeds from bank loans, net of repayment 2,591 5,355<br />
Dividends paid to shareholder (76,000) (58,300)<br />
Dividend paid to minority shareholders of a subsidiary (889) (1,075)<br />
Interest paid (4,449) (435)<br />
Net increase in cash and cash equivalents 34,004 6,227<br />
Cash and cash equivalents at beginning of year 106,809 101,400<br />
Exchange difference on cash and cash equivalents at beginning of year (3,307) (818)<br />
Cash and cash equivalents at end of year 137,506 106,809
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 208<br />
SECTORAL FINANCIAL REVIEW – ELECTRONICS<br />
VALUE ADDED STATEMENT<br />
<strong>2006</strong> 2005 2004 2003 2002<br />
$’000 $’000 $’000 $’000 $’000<br />
Value added from:<br />
Revenue earned 965,757 712,223 636,681 621,100 579,376<br />
Bought in materials and services (580,970) (443,918) (396,458) (389,430) (351,621)<br />
384,787 268,305 240,223 231,670 227,755<br />
Income from investments and interest 17,037 5,660 1,953 84 4,288<br />
Exchange gain/(loss) (726) 321 (263) 385 (76)<br />
Other operating income/(expenses) 637 (138) 209 22 –<br />
Other non-operating income 825 889 1,484 1,494 1,398<br />
Share of results of associated companies<br />
and joint ventures 4,674 (1,598) 345 (269) (840)<br />
Amortisation of goodwill on acquisition of<br />
associated companies – – – (258) (73)<br />
Total value added 407,234 273,439 243,951 233,128 232,452<br />
Distribution of total value added<br />
To employees in wages, salaries and benefits 270,816 187,600 167,821 161,920 167,955<br />
To government in income and other taxes 27,170 16,731 14,821 15,686 15,363<br />
To providers of capital on:<br />
• Interest paid on borrowings 8,879 1,495 113 48 5<br />
• Dividends to shareholder 76,000 58,300 52,800 45,600 40,260<br />
382,865 264,126 235,555 223,254 223,583<br />
Balance retained in/(applied from) business<br />
Depreciation 15,520 8,781 8,750 7,884 8,332<br />
Retained profits (12,481) (4,059) (4,097) 969 (2,497)<br />
3,039 4,722 4,653 8,853 5,835<br />
Non-production cost and income<br />
Bad debts 5,019 (1,390) 2,053 552 (1,178)<br />
Income from investments and interest 17,037 5,660 1,953 84 4,288<br />
Exchange gain/(loss) (726) 321 (263) 385 (76)<br />
21,330 4,591 3,743 1,021 3,034<br />
Total distribution 407,234 273,439 243,951 233,128 232,452
209<br />
SECTORAL FINANCIAL REVIEW – ELECTRONICS<br />
FINANCIAL HIGHLIGHTS<br />
<strong>2006</strong> 2005 2004 2003 2002<br />
$’000 $’000 $’000 $’000 $’000<br />
Turnover 965,757 712,223 636,681 621,100 579,376<br />
Profit before tax 104,650 76,022 64,506 61,390 56,699<br />
Profit after tax (before extraordinary items) 76,318 58,008 51,592 48,018 42,800<br />
Shareholders’ funds 103,619 137,282 108,095 107,882 105,121<br />
Total assets 1,200,975 1,057,526 568,990 592,583 697,544<br />
Net tangible assets (182,493) (118,966) 103,297 99,894 99,968<br />
Return on turnover (%) 8.1 8.4 7.9 7.4 7.2<br />
Earnings per share (¢) 72.65 55.22 49.11 45.71 40.74<br />
Return on equity (%) 32.8 23.3 47.7 44.5 40.7<br />
Return on total assets (%) 6.4 5.5 9.1 8.1 6.1<br />
Net tangible assets per share (¢) (173.7) (113.3) 98.3 95.1 95.2<br />
Productivity data<br />
Average staff strength (number) 3,256 2,828 2,649 2,662 2,586<br />
Sales per employee ($) 296,608 251,847 240,348 233,321 224,043<br />
Profit after tax per employee ($) 23,439 20,512 19,476 18,038 16,551<br />
Employment costs 270,901 187,664 167,845 161,965 167,976<br />
Employment costs per $ of turnover ($) 0.28 0.26 0.26 0.26 0.29<br />
Economic Value Added 67,295 47,378 44,681 39,299 20,157<br />
Economic Value Added Spread (%) 12.5 25.6 28.7 27.0 13.8<br />
Economic Value Added per employee ($) 20,668 16,753 16,867 14,763 7,795<br />
Value added 407,234 273,439 243,951 233,128 232,452<br />
Value added per employee ($) 125,072 96,690 92,092 87,576 89,889<br />
Value added per $ of employment costs ($) 1.50 1.46 1.45 1.44 1.38<br />
Value added per $ of gross property, plant<br />
and equipment ($) 3.00 2.00 2.10 2.22 2.31<br />
Value added per $ of turnover ($) 0.42 0.38 0.38 0.38 0.40
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 210<br />
SECTORAL FINANCIAL REVIEW – LAND SYSTEMS<br />
STATEMENT OF PROFIT AND LOSS<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Turnover 1,013,899 604,647<br />
Cost of sales (808,188) (465,261)<br />
Gross profit 205,711 139,386<br />
Other operating income 8,573 11,051<br />
Distribution and selling expenses (39,459) (13,861)<br />
Administrative expenses (71,544) (56,051)<br />
Other operating expenses (36,897) (30,361)<br />
Profit from continuing operations before taxation, other income and financial expenses 66,384 50,164<br />
Other income, net 5,896 5,828<br />
Financial expenses (6,579) (702)<br />
65,701 55,290<br />
Share of results of associated companies and joint ventures 4,270 9,720<br />
Profit from continuing operations before taxation 69,971 65,010<br />
Taxation (16,360) (16,093)<br />
Profit from continuing operations after taxation 53,611 48,917<br />
Attributable to:<br />
Shareholders of the company 51,926 48,997<br />
Minority interests 1,685 (80)<br />
53,611 48,917
211<br />
SECTORAL FINANCIAL REVIEW – LAND SYSTEMS<br />
BALANCE SHEET<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Share capital and reserves 110,954 173,597<br />
Minority interests 15,825 9,834<br />
126,779 183,431<br />
Property, plant and equipment 87,098 82,706<br />
Associated companies and joint ventures 114,667 115,883<br />
Investments 14,048 19,450<br />
Intangible assets 222,185 54,221<br />
Long-term receivables 58,042 573<br />
Deferred tax assets 17,085 16,187<br />
Current assets<br />
Stocks and work-in-progress 376,814 298,477<br />
Trade debtors 158,285 137,038<br />
Debtors, deposits and prepayments 48,886 37,530<br />
Long-term receivables, current 9 63<br />
Bank balances and other liquid funds 86,475 90,157<br />
Due from related corporations 35,807 151,754<br />
Forward currency contracts 90 –<br />
706,366 715,019<br />
Current liabilities<br />
Advance payments from customers, current 223,916 138,266<br />
Creditors and accruals 310,786 215,953<br />
Provisions 54,140 59,971<br />
Provision for taxation 34,450 33,301<br />
Forward currency contract 24 208<br />
Long-term loans, current 237 925<br />
Short-term bank loan 2,458 –<br />
Bank overdrafts 937 –<br />
Short-term loans from minority shareholders of a subsidiary – 2,843<br />
626,948 451,467<br />
Net current assets 79,418 263,552<br />
Non-current liabilities<br />
Advance payments from customers, non-current 153,338 264,485<br />
Forward currency contract 39 –<br />
Loans from related corporation 302,310 97,395<br />
Due to a joint venture – 331<br />
Long-term loans 2,229 2,684<br />
Long-term loan from minority shareholder of a subsidiary 194 194<br />
Deferred income 2,811 1,047<br />
Deferred tax liabilities 4,843 3,005<br />
465,764 369,141<br />
126,779 183,431
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 212<br />
SECTORAL FINANCIAL REVIEW – LAND SYSTEMS<br />
STATEMENT OF CASH FLOWS<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Net cash from operating activities 12,872 7,202<br />
Net cash used in investing activities (220,486) (37,128)<br />
Proceeds from disposal of property, plant and equipment 919 1,102<br />
Distribution from unquoted long-term investment 250 –<br />
Dividends from unquoted long-term investments 138 414<br />
Dividends from associated companies 3,606 8,270<br />
Purchase of property, plant and equipment (12,116) (7,808)<br />
Purchase of commercial and intellectual property rights (517) –<br />
Investment in an associated company and a joint venture – (2,051)<br />
Acquisition of additional interest in a subsidiary (150) –<br />
Acquisition of a subsidiary (211,381) (37,328)<br />
Contribution from minority shareholders – 895<br />
Deconsolidation of a subsidiary – (92)<br />
Long-term loan to a joint venture (1,235) (573)<br />
Exchange difference on investing activities – 43<br />
Net cash from financing activities 94,036 1,583<br />
Interest paid (3,752) (102)<br />
Proceeds from loans from minority shareholders 43 1,549<br />
Proceeds from long-term loans from related corporation 211,798 91,658<br />
Proceeds from short-term loans from related corporation 21,631 –<br />
Proceeds from short-term bank loan 2,510 –<br />
Proceeds from short-term loan from immediate holding company 20,000 –<br />
Long-term loan to immediate holding company (54,000) –<br />
Repayment of long-term bank loan – (30,861)<br />
Repayment of short-term loan – (11,914)<br />
Repayment of long-term loans (923) (43)<br />
Dividends paid to shareholder of the Company (103,173) (48,316)<br />
Dividends paid to minority shareholders of a subsidiary (98) –<br />
Exchange difference on financing activities – (388)<br />
Net decrease in cash and cash equivalents (113,578) (28,343)<br />
Cash and cash equivalents at beginning of year 234,752 264,335<br />
Exchange difference on cash and cash equivalents at beginning of year (5,256) (1,240)<br />
Cash and cash equivalents at end of year 115,918 234,752
213<br />
SECTORAL FINANCIAL REVIEW – LAND SYSTEMS<br />
VALUE ADDED STATEMENT<br />
<strong>2006</strong> 2005 2004 2003 2002<br />
$’000 $’000 $’000 $’000 $’000<br />
Value added from:<br />
Revenue earned 1,013,899 604,647 594,300 717,711 711,160<br />
Bought in materials and services (707,581) (428,872) (423,482) (487,411) (443,416)<br />
306,318 175,775 170,818 230,300 267,744<br />
Income from investments and interest 8,340 9,604 2,068 9,911 11,166<br />
Exchange gain/(loss) (3,121) (329) (796) (806) (1,568)<br />
Other non-operating income 9,250 7,604 4,638 6,652 3,385<br />
Share of results of associated companies<br />
and joint ventures 4,270 9,720 20,576 11,970 3,123<br />
Total value added 325,057 202,374 197,304 258,027 283,850<br />
Distribution of total value added<br />
To employees in wages, salaries and benefits 224,622 124,881 117,191 135,401 169,147<br />
To government in income and other taxes 18,378 17,668 16,294 23,401 (2,243)<br />
To providers of capital on:<br />
• Interest paid on borrowings 6,579 702 85 29 110<br />
• Dividends to shareholder 103,173 48,316 78,000 105,000 40,000<br />
352,752 191,567 211,570 263,831 207,014<br />
Balance retained in/(applied from) business<br />
Depreciation 15,489 10,740 10,594 15,560 17,603<br />
Retained profits (47,860) (3,780) (22,270) (35,588) 53,702<br />
(32,371) 6,960 (11,676) (20,028) 71,305<br />
Non-production cost and income<br />
Bad debts (543) (5,428) (3,862) 5,119 (4,067)<br />
Income from investments and interest 8,340 9,604 2,068 9,911 11,166<br />
Exchange gain/(loss) (3,121) (329) (796) (806) (1,568)<br />
4,676 3,847 (2,590) 14,224 5,531<br />
Total distribution 325,057 202,374 197,304 258,027 283,850
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 214<br />
SECTORAL FINANCIAL REVIEW – LAND SYSTEMS<br />
FINANCIAL HIGHLIGHTS<br />
<strong>2006</strong> 2005 2004 2003 2002<br />
$’000 $’000 $’000 $’000 $’000<br />
Turnover 1,013,899 604,647 594,300 717,711 711,160<br />
Profit before tax 69,971 65,010 71,549 96,458 96,877<br />
Profit after tax (before extraordinary items) 51,926 48,997 58,066 76,538 100,602<br />
Shareholders’ funds 110,954 173,597 164,471 183,807 213,373<br />
Total assets 1,219,491 1,004,039 883,498 1,014,346 1,169,273<br />
Net tangible assets (115,549) 115,058 149,890 168,841 198,040<br />
Return on turnover (%) 5.3 8.1 9.5 10.4 13.9<br />
Earnings per share (¢) 43.07 40.64 48.16 63.48 83.44<br />
Return on equity (%) 20.2 22.9 34.9 41.3 47.1<br />
Return on total assets (%) 4.4 4.9 6.4 7.3 8.5<br />
Net tangible assets per share (¢) (95.8) 95.4 124.3 140.0 164.3<br />
Productivity data<br />
Average staff strength (number) 4,961 3,417 2,389 2,483 2,738<br />
Sales per employee ($) 204,374 176,953 248,765 289,050 259,737<br />
Profit after tax per employee ($) 10,467 14,339 24,306 30,825 36,743<br />
Employment costs 224,828 125,030 117,116 135,417 169,111<br />
Employment costs per $ of turnover ($) 0.22 0.21 0.20 0.19 0.24<br />
Economic Value Added 32,994 34,087 34,821 62,799 81,320<br />
Economic Value Added spread (%) 6.8 12.0 11.3 18.2 29.4<br />
Economic Value Added per employee ($) 6,651 9,976 14,576 25,292 29,701<br />
Value added 325,057 202,374 197,304 258,027 283,850<br />
Value added per employee ($) 65,522 59,226 82,589 103,917 103,671<br />
Value added per $ of employment costs ($) 1.45 1.62 1.68 1.91 1.68<br />
Value added per $ of gross property, plant<br />
and equipment ($) 0.96 0.62 0.66 0.84 0.91<br />
Value added per $ of turnover ($) 0.32 0.33 0.33 0.36 0.40
215<br />
SECTORAL FINANCIAL REVIEW – MARINE<br />
STATEMENT OF PROFIT AND LOSS<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Turnover 702,868 659,847<br />
Cost of sales (602,581) (551,530)<br />
Gross profit 100,287 108,317<br />
Other operating income 13,851 9,320<br />
Distribution and selling expenses (5,532) (3,970)<br />
Administrative expenses (20,067) (19,218)<br />
Other operating expenses (6,341) (6,689)<br />
Profit from continuing operations before taxation, other income and financial expenses 82,198 87,760<br />
Other income, net 481 2,644<br />
Financial expenses (3,519) (2,472)<br />
79,160 87,932<br />
Share of results of associated companies and joint ventures 340 –<br />
Profit from continuing operations before taxation 79,500 87,932<br />
Taxation (11,677) (17,665)<br />
Profit from continuing operations after taxation 67,823 70,267<br />
Attributable to:<br />
Shareholders of the company 67,823 70,267<br />
Minority interests – –<br />
67,823 70,267
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 216<br />
SECTORAL FINANCIAL REVIEW – MARINE<br />
BALANCE SHEET<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Share capital and reserves 124,345 111,992<br />
Property, plant and equipment 92,807 100,697<br />
Associated companies and joint ventures 290 –<br />
Investments 1,321 2,402<br />
Intangible assets 171 181<br />
Long-term receivables 198 54<br />
Deferred tax assets 15,612 15,412<br />
Current assets<br />
Stocks and work-in-progress 104,549 70,152<br />
Trade debtors 89,214 116,566<br />
Due from related corporations 132,134 173,834<br />
Debtors, deposits and prepayments 9,191 24,530<br />
Advance payments to suppliers 56,749 93,248<br />
Long-term receivables, current 20 180<br />
Amounts under fund management 57,473 51,382<br />
Bank balances and other liquid funds 123,138 54,137<br />
572,468 584,029<br />
Current liabilities<br />
Advance payments from customers, current 115,974 138,807<br />
Creditors and accruals 228,251 250,007<br />
Provisions 48,450 42,258<br />
Progress billings in excess of work-in-progress 37,072 14,291<br />
Provision for taxation 29,155 39,440<br />
Lease obligations, current – 12<br />
458,902 484,815<br />
Net current assets 113,566 99,214<br />
Non-current liabilities<br />
Loans from a related corporation 97,013 102,763<br />
Accrued staff benefits 2,607 3,205<br />
99,620 105,968<br />
124,345 111,992
217<br />
SECTORAL FINANCIAL REVIEW – MARINE<br />
STATEMENT OF CASH FLOWS<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Net cash from operating activities 101,610 89,458<br />
Net cash used in investing activities (7,635) (11,829)<br />
Dividends from investments 138 412<br />
Proceeds from sale and maturity of investments 596 952<br />
Proceeds from sale of property, plant and equipment 122 20<br />
Purchase of property, plant and equipment (11,845) (12,678)<br />
Exchange difference on investing activities 3,354 (535)<br />
Net cash used in financing activities (68,261) (72,407)<br />
Dividends paid to shareholder of the Company (60,079) (70,249)<br />
Interest paid (3,519) (2,472)<br />
Proceeds from/(repayment of) loans from related corporation, net 1,648 (837)<br />
Repayment of lease obligations (12) (64)<br />
Repayment of loan by a joint venture – 388<br />
Exchange difference on financing activities (6,299) 827<br />
Net increase in cash and cash equivalents 25,714 5,222<br />
Cash and cash equivalents at beginning of year 221,663 216,436<br />
Exchange difference on cash and cash equivalents at beginning of year (463) 5<br />
Cash and cash equivalents at end of year 246,914 221,663
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 218<br />
SECTORAL FINANCIAL REVIEW – MARINE<br />
VALUE ADDED STATEMENT<br />
<strong>2006</strong> 2005 2004 2003 2002<br />
$’000 $’000 $’000 $’000 $’000<br />
Value added from:<br />
Revenue earned 702,868 659,847 484,364 387,323 281,231<br />
Bought in materials and services (510,787) (444,879) (298,043) (249,406) (190,567)<br />
192,081 214,968 186,321 137,917 90,664<br />
Income from investments and interest 9,856 6,998 7,944 14,520 18,023<br />
Exchange (loss)/gain (59) (334) (231) 47 4<br />
Other non-operating income 4,535 5,300 6,152 4,401 3,324<br />
Share of results of associated companies<br />
and joint ventures 340 – – – –<br />
Total value added 206,753 226,932 200,186 156,885 112,015<br />
Distribution of total value added<br />
To employees in wages, salaries and benefits 105,791 104,216 104,072 97,909 54,676<br />
To government in income and other taxes 13,432 19,986 18,506 6,595 13,079<br />
To providers of capital on:<br />
• Interest paid on borrowings 3,519 2,472 1,253 1,184 556<br />
• Dividends to shareholder 60,079 70,249 55,133 – 70,000<br />
182,821 196,923 178,964 105,688 138,311<br />
Balance retained in/(applied from) business<br />
Depreciation 16,381 18,974 22,241 22,811 13,338<br />
Retained profits (2,043) 5,913 (9,105) 16,241 (58,826)<br />
14,338 24,887 13,136 39,052 (45,488)<br />
Non-production cost and income<br />
Bad debts (203) (1,542) 373 (2,422) 1,165<br />
Income from investments and interest 9,856 6,998 7,944 14,520 18,023<br />
Exchange (loss)/gain (59) (334) (231) 47 4<br />
9,594 5,122 8,086 12,145 19,192<br />
Total distribution 206,753 226,932 200,186 156,885 112,015
219<br />
SECTORAL FINANCIAL REVIEW – MARINE<br />
FINANCIAL HIGHLIGHTS<br />
<strong>2006</strong> 2005 2004 2003 2002<br />
$’000 $’000 $’000 $’000 $’000<br />
Turnover 702,868 659,847 484,364 387,323 281,231<br />
Profit before tax 79,500 87,932 69,786 35,172 41,132<br />
Profit after tax 67,823 70,267 53,741 30,808 29,201<br />
Shareholders’ funds 124,345 111,992 107,779 109,316 78,808<br />
Total assets 682,867 702,775 664,556 594,272 530,419<br />
Net tangible assets 124,174 111,811 107,449 109,316 78,808<br />
Return on turnover (%) 9.6 10.6 11.1 8.0 10.4<br />
Earnings per share (¢) 34.68 35.93 27.48 15.75 14.93<br />
Return on equity (%) 45.0 50.8 40.1 22.7 27.8<br />
Return on total assets (%) 9.9 10.0 8.1 5.2 5.5<br />
Net tangible assets per share (¢) 63.5 57.2 54.9 55.9 40.3<br />
Productivity Data<br />
Average staff strength (number) 1,404 1,416 1,514 1,490 1,168<br />
Sales per employee ($) 500,618 465,994 319,923 259,948 240,780<br />
Profit after tax per employee ($) 48,307 49,624 35,496 20,677 25,001<br />
Employment costs 106,086 104,448 104,238 98,028 54,809<br />
Employment costs per $ of turnover ($) 0.15 0.16 0.22 0.25 0.19<br />
Economic Value Added 49,903 49,061 32,501 10,363 5,056<br />
Economic Value Added spread (%) 18.7 18.0 11.7 3.9 2.4<br />
Economic Value Added per employee ($) 35,543 34,648 21,467 6,955 4,329<br />
Value added 206,753 226,932 200,186 156,885 112,015<br />
Value added per employee ($) 147,260 160,263 132,223 105,292 95,903<br />
Value added per $ of employment costs ($) 1.95 2.17 1.92 1.60 2.04<br />
Value added per $ of gross property, plant<br />
and equipment ($) 0.67 0.75 0.70 0.54 0.39<br />
Value added per $ of turnover ($) 0.29 0.34 0.41 0.41 0.40
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 220<br />
Group Structure – <strong>Singapore</strong> <strong>Technologies</strong> <strong>Engineering</strong> Ltd<br />
SUBSIDIARIES AND ASSOCIATED COMPANIES (AS AT 28 FEBRUARY 2007)<br />
<strong>Singapore</strong> <strong>Technologies</strong> Aerospace Ltd<br />
(100%)<br />
<strong>Singapore</strong> <strong>Technologies</strong> Electronics Limited<br />
(100%)<br />
<strong>Singapore</strong> <strong>Technologies</strong> Kinetics Ltd<br />
(100%)<br />
<strong>Singapore</strong> <strong>Technologies</strong> Marine Ltd<br />
(100%)<br />
<strong>Singapore</strong> <strong>Technologies</strong> Dynamics Pte Ltd<br />
(100%)<br />
ST Synthesis Pte Ltd<br />
(100%)<br />
FusionTech Pte. Ltd.<br />
(100%)<br />
<strong>2006</strong> JV Pte. Ltd. (formerly known as Asian<br />
Aerospace <strong>2006</strong> Pte. Ltd.)<br />
(50%)<br />
KAZ-ST <strong>Engineering</strong> Bastau Limited<br />
Liability Partnership<br />
(51%)<br />
Vision <strong>Technologies</strong> Systems, Inc.<br />
(100%)<br />
NanoScience Innovation Pte Ltd<br />
(38.33%)<br />
SA Supplies (USA) Inc.<br />
(100%)<br />
<strong>Singapore</strong> <strong>Technologies</strong> <strong>Engineering</strong> (USA) Inc.<br />
(100%)<br />
Vision <strong>Technologies</strong> Aerospace, Incorporated<br />
(100%)<br />
San Antonio Aerospace GP, LLC<br />
(100%)<br />
Vision <strong>Technologies</strong> Electronics, Inc<br />
(100%)<br />
Vision <strong>Technologies</strong> Kinetics, Inc.<br />
(100%)<br />
Vision <strong>Technologies</strong> Marine, Inc.<br />
(100%)<br />
VT Systems, Inc.<br />
(100%)<br />
Vision <strong>Technologies</strong> Land Systems, Inc.<br />
(100%)<br />
+ Ceased operations in 2003<br />
* Balance 1% held by DalFort Aerospace GP, Inc.<br />
** Balance 1% held by San Antonio Aerospace GP, LLC<br />
Italics Indicates Associated Companies. Others are Subsidiaries<br />
(both directly and indirectly held)<br />
San Antonio Aerospace LP<br />
(99%)**<br />
ST Mobile Aerospace <strong>Engineering</strong>, Inc.<br />
(100%)<br />
DalFort Aerospace GP, Inc. +<br />
(100%)<br />
DalFort Aerospace, L.P. +<br />
(99%)*<br />
iDirect, Inc.<br />
(100%)<br />
Miltope Corporation<br />
(100%)<br />
MÄK <strong>Technologies</strong>, Inc.<br />
(80%)<br />
VT Halter Marine, Inc.<br />
(100%)<br />
Halter-Bollinger Joint Venture LLC<br />
(50%)<br />
VT Dimensions, Inc.<br />
(100%)<br />
VT Specialized Vehicles Corporation<br />
(100%)<br />
Lee Holding Company<br />
(100%)<br />
iDirect UK Limited<br />
(100%)<br />
iDirect Italy srl<br />
(100%)<br />
iDirect Hong Kong Limited<br />
(100%)<br />
iDirect Canada, Inc<br />
(49%)<br />
iDirect International Corporation<br />
(100%)<br />
iDirect <strong>Singapore</strong> Pte. Ltd.<br />
(100%)<br />
VT LeeBoy, Inc<br />
(100%)<br />
LeeBoy Rents, Inc<br />
(100%)<br />
Rosco Manufacturing Company<br />
(100%)<br />
Force Feed Loader Parts, Inc.<br />
(100%)
221<br />
Group Structure – <strong>Singapore</strong> <strong>Technologies</strong> Aerospace Ltd<br />
SUBSIDIARIES AND ASSOCIATED COMPANIES (AS AT 28 FEBRUARY 2007)<br />
ST Aerospace <strong>Engineering</strong> Pte Ltd<br />
(100%)<br />
Pacifi c Flight Services Pte Ltd<br />
(100%)<br />
ST PAE Holdings Pty Ltd<br />
(100%)<br />
Composite Technology International Pte Ltd<br />
(33.33%)<br />
Aerospace <strong>Engineering</strong> Services Pty Ltd Unit Trust<br />
(50%)<br />
Aerospace <strong>Engineering</strong> Services Pty Ltd<br />
(50%)<br />
Eurocopter South East Asia Private Limited<br />
(25%)<br />
ST Aerospace Engines Pte Ltd<br />
(100%)<br />
ST Aerospace International Structures Pte Ltd<br />
(100%)<br />
ST Aerospace Systems Pte Ltd<br />
(100%)<br />
ST Aerospace Supplies Pte Ltd<br />
(100%)<br />
<strong>Singapore</strong> Precision Repair and Overhaul Pte Ltd<br />
(50%)<br />
iShopAero Pte Ltd<br />
(100%)<br />
ST Airport Ground Services Pte Ltd<br />
(100%)<br />
ST Aviation Resources Pte Ltd<br />
(100%)<br />
ST Aviation Resources 1 Limited<br />
(100%)<br />
Visiontech Investment Pte Ltd<br />
(100%)<br />
Panama Aerospace <strong>Engineering</strong> Inc.<br />
(100%)<br />
<strong>Singapore</strong> Aerospace Kabushiki Kaisha<br />
(100%)<br />
<strong>Singapore</strong> <strong>Technologies</strong> <strong>Engineering</strong> (Europe) Ltd<br />
(100%)<br />
SAS Component Group A/S<br />
(71.3%)<br />
Bournemouth Aviation Services Company Limited +<br />
(81%)<br />
ST Aviation Services Co Pte Ltd<br />
(80%)<br />
Airline Rotables (UK Holdings) Limited<br />
(formerly known as ST Aerospace (UK) Limited)<br />
(100%)<br />
Airline Rotables Limited<br />
(100%)<br />
<strong>Singapore</strong> British <strong>Engineering</strong> Pte Ltd<br />
(51%)<br />
Visiontech <strong>Engineering</strong> Pte Ltd<br />
(51%)<br />
1988 JV Pte. Ltd.<br />
(50%)<br />
Shanghai <strong>Technologies</strong> Aerospace<br />
Company Limited<br />
(49%)<br />
Turbine Overhaul Services Pte Ltd<br />
(49%)<br />
Turbine Coating Services Pte Ltd<br />
(24.5%)<br />
+ Ceased operations in <strong>2006</strong><br />
Italics Indicates Associated Companies. Others are Subsidiaries<br />
(both directly and indirectly held)
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 222<br />
Group Structure – <strong>Singapore</strong> <strong>Technologies</strong> Electronics Limited<br />
SUBSIDIARIES AND ASSOCIATED COMPANIES (AS AT 28 FEBRUARY 2007)<br />
ST Electronics (Satcom & Sensor Systems)<br />
Pte. Ltd.<br />
(100%)<br />
ST Electronics (Info-Comm Systems) Pte. Ltd.<br />
(100%)<br />
ST Electronics (Sichuan) Co., Ltd<br />
(100%)<br />
Polarsat Holdings Inc.<br />
(formerly known as PolarSat Inc)<br />
(38.98%)<br />
ST Electronics (Info-Security) Pte. Ltd.<br />
(formerly known as DigiSAFE Pte Ltd)<br />
(100%)<br />
STELCOMMS Pte. Ltd.<br />
(100%)<br />
Infowave Pte Ltd<br />
(43%)<br />
Sentry <strong>Technologies</strong> Pte Ltd<br />
(35%)*<br />
DataMark <strong>Technologies</strong> Pte Ltd<br />
(61.12%)<br />
Autoscan Technology Pte Ltd<br />
(60%)<br />
mPayment Pte Ltd<br />
(31.78%)<br />
ST Electronics (Shanghai) Co., Ltd<br />
(100%)<br />
iTS <strong>Technologies</strong> Pte Ltd<br />
(100%)<br />
ST Electronics (Training & Simulation Systems)<br />
Pte. Ltd.<br />
(100%)<br />
ST Electronics (Taiwan) Limited<br />
(100%)<br />
SEEL Electronic & <strong>Engineering</strong> Sdn Bhd<br />
(100%)<br />
TranSys Pte Ltd<br />
(100%)<br />
ST Electronics (Info-Software Systems) Pte. Ltd.<br />
(100%)<br />
Intelect <strong>Technologies</strong>, Incorporated<br />
(78.57%)<br />
Ripple Systems Pty Ltd<br />
(70%)<br />
STELOP Pte. Ltd.<br />
(50.05%)<br />
ST LogiTrack Pte Ltd<br />
(39.06%)<br />
GFM Electronics S.A. de C.V.<br />
(50%)<br />
Sino Stride Technology (Holdings) Limited<br />
(28%)<br />
RF Korea Inc.<br />
(22%)<br />
Trusted Hub Ltd<br />
(21.8%)<br />
iWOW Technology Pte Ltd<br />
(21.74%)<br />
ST Electronics-PCI Co., Ltd<br />
(51%)<br />
Prescient Systems & <strong>Technologies</strong> Pte. Ltd.<br />
(47.84%)<br />
ST Electronics (Digital Media) Pte. Ltd. (formerly<br />
known as Interactive Visual Laboratory Pte. Ltd.)<br />
(100%)<br />
ST Education & Training Private Limited<br />
(70%)<br />
Brightspot Interactive Learning Pte. Ltd.<br />
(51%)<br />
Knowledge Alive Pte. Ltd.<br />
(45.47%)<br />
ST Electronics (Software Services) Limited<br />
(formerly known as Xinke Information Systems Ltd)<br />
(100%)<br />
ST Electronics (e-Services) Pte. Ltd.<br />
(100%)<br />
PM-B Pte Ltd<br />
(70%)<br />
INFA Systems Limited<br />
(70%)<br />
Sandz Solutions (<strong>Singapore</strong>) Pte Ltd<br />
(25%)<br />
WizVision Pte. Ltd.<br />
(22.8%)<br />
ECS Holdings Limited<br />
(20.86%)<br />
STET Maritime Bureau Pte. Ltd.<br />
(100%)<br />
STET Maritime Education Pte. Ltd.<br />
(100%)<br />
Comat Training Services Pte Ltd<br />
(100%)<br />
Sandz Solutions (HK) Pte Ltd<br />
(100%)<br />
WizVision (HK) Pte Limited<br />
(100%)<br />
Mobile Solutions and Payment Services Pte Ltd<br />
(21.57%)<br />
* In the process of striking-off<br />
Italics Indicates Associated Companies. Others are Subsidiaries<br />
(both directly and indirectly held)
223<br />
Group Structure – <strong>Singapore</strong> <strong>Technologies</strong> Kinetics Ltd<br />
SUBSIDIARIES AND ASSOCIATED COMPANIES (AS AT 28 FEBRUARY 2007)<br />
Advanced Material <strong>Engineering</strong> Pte. Ltd.<br />
(100%)<br />
Advanced Pyrotechnic Materials Private Limited<br />
(formerly known as Chartered Pyrotechnic<br />
Industries Private Limited)<br />
(51%)<br />
SMART Systems Pte Ltd<br />
(50%)<br />
Takata CPI <strong>Singapore</strong> Pte Ltd<br />
(49%)<br />
Autonomous Technology Pte Ltd<br />
(100%)<br />
Allied Ordnance of <strong>Singapore</strong> (Pte) Limited<br />
(100%)<br />
Guizhou Jonyang Kinetics Co., Ltd.<br />
(60%)<br />
Defence Electronics of <strong>Singapore</strong> Pte Ltd<br />
(49%)<br />
Expert Systems Pte Ltd<br />
(100%)<br />
Kinetics Systems (Shanghai) Co. Ltd.<br />
(100%)<br />
Mobility Systems Pte Ltd<br />
(100%)<br />
Ordnance Development and <strong>Engineering</strong> Company<br />
of <strong>Singapore</strong> (1996) Private Limited<br />
(100%)<br />
Shanghai Elite Electric Vehicles Co., Ltd<br />
(100%)<br />
<strong>Singapore</strong> Commuter Private Limited<br />
(100%)<br />
Silvatech Systems Corporation Pte Ltd<br />
(100%)<br />
Silvatech Global Systems Limited<br />
(100%)<br />
Timoney Holdings Limited<br />
(25%)<br />
Kinetics Drive Solutions Inc.<br />
(100%)<br />
<strong>Singapore</strong> Ordnance <strong>Engineering</strong> Pte. Ltd.<br />
(100%)<br />
<strong>Singapore</strong> Test Services Private Limited<br />
(100%)<br />
ST Automotive Industrial Pte Ltd<br />
(100%)<br />
ST Automotive (Vietnam) Pte Ltd<br />
(100%)<br />
SAO Industrial Services Pte Ltd<br />
(100%)<br />
Nusantara <strong>Technologies</strong> Sdn. Bhd.<br />
(49%)<br />
STA Detroit Diesel-Allison (<strong>Singapore</strong>) Pte Ltd<br />
(100%)<br />
STA Inspection Pte Ltd<br />
(100%)<br />
STA Investment Pte Ltd<br />
(100%)<br />
JuzclickCar.com Pte Ltd<br />
(90%)<br />
Unicorn International Pte Limited<br />
(100%)<br />
STAR Automotive Center (Guang Zhou) Co., Ltd.<br />
(100%)<br />
STAR Automotive Center (Zhejiang) Co., Ltd.<br />
(86.24%)<br />
ATREC Pte. Ltd.<br />
(50%)<br />
Beijing Zhonghuan Kinetics Heavy Vehicles<br />
Co. Ltd.<br />
(50%)<br />
CityCab Pte Ltd<br />
(46.5%)<br />
Italics<br />
Indicates Associated Companies. Others are Subsidiaries<br />
(both directly and indirectly held)
THE WINNING SPIRIT ST <strong>Engineering</strong> AR <strong>2006</strong> 224<br />
Group Structure – <strong>Singapore</strong> <strong>Technologies</strong> Marine Ltd<br />
SUBSIDIARIES AND ASSOCIATED COMPANIES (AS AT 28 FEBRUARY 2007)<br />
STSE <strong>Engineering</strong> Services Pte Ltd<br />
(100%)<br />
PT SSE-Van der Horst Indonesia<br />
(24.4%)<br />
Anchorville Pte Ltd*<br />
(30%)<br />
AquaGen International Pte Ltd*<br />
(25%)<br />
Joint Shipyard Management Services Pte Ltd<br />
(30%)<br />
* In Compulsory Winding Up by the Court<br />
Italics Indicates Associated Companies. Others are subsidiaries<br />
(both directly and indirectly held)
225<br />
CORPORATE INFORMATION<br />
BOARD OF DIRECTORS<br />
Mr Peter SEAH Lim Huat (Chairman)<br />
Mr TAN Pheng Hock (President and CEO)<br />
Mr KOH Beng Seng (Director)<br />
Lieutenant-General NG Yat Chung (Director)<br />
Dr TAN Kim Siew (Director)<br />
Professor LUI Pao Chuen (Director)<br />
Mr Winston TAN Tien Hin (Director)<br />
Mr Lucien WONG Yuen Kuai (Director)<br />
Dr Philip Nalliah PILLAI (Director)<br />
Mr QUEK Poh Huat (Director)<br />
Mr Venkatachalam KRISHNAKUMAR (Director)<br />
Brigadier-General Bernard TAN Kok Kiang (Alternate Director<br />
to Lieutenant-General NG Yat Chung)<br />
COMPANY SECRETARY<br />
Mrs CHUA Su Li<br />
REGISTERED OFFICE<br />
51 Cuppage Road #09-08<br />
StarHub Centre<br />
<strong>Singapore</strong> 229469<br />
Tel : (65) 6722 1818<br />
Fax : (65) 6720 2293<br />
http : //www.stengg.com<br />
SHARE REGISTRAR<br />
M & C Services Private Limited<br />
138 Robinson Road #17-00<br />
The Corporate Office<br />
<strong>Singapore</strong> 068906<br />
AUDITORS<br />
Ernst & Young<br />
One Raffles Quay<br />
North Tower, Level 18<br />
<strong>Singapore</strong> 048583<br />
Mr TAN Wee Khim (Partner-in-charge)<br />
(Date of Appointment: 01/07/2005)<br />
PRINCIPAL BANKERS<br />
Calyon<br />
168 Robinson Road<br />
#22-01 Capital Tower<br />
<strong>Singapore</strong> 068912<br />
Citibank N.A.<br />
3 Temasek Avenue<br />
#17-00 Centennial Towers<br />
<strong>Singapore</strong> 039190<br />
The Development Bank of <strong>Singapore</strong> Ltd<br />
6 Shenton Way<br />
DBS Building Tower One<br />
<strong>Singapore</strong> 068809<br />
Oversea-Chinese Banking Corporation Limited<br />
65 Chulia Street<br />
#10-00 OCBC Centre<br />
<strong>Singapore</strong> 049513<br />
United Overseas Bank Limited<br />
80 Raffles Place<br />
UOB Plaza 1<br />
<strong>Singapore</strong> 048624
SINGAPORE TECHNOLOGIES ENGINEERING LTD<br />
(INCORPORATED IN THE REPUBLIC OF SINGAPORE)<br />
(Regn No: 199706274H)<br />
235<br />
Notice of Tenth <strong>Annual</strong> General Meeting<br />
NOTICE IS HEREBY GIVEN THAT the Tenth <strong>Annual</strong> General<br />
Meeting of the Company will be held at Crystal Suite, Level 2,<br />
Holiday Inn Park View <strong>Singapore</strong>, 11 Cavenagh Road, <strong>Singapore</strong><br />
229616 on Wednesday, 25 April 2007 at 2.30 p.m. to transact the<br />
following business:<br />
AS ORDINARY BUSINESS<br />
Resolution 1<br />
To receive and adopt the Directors’ <strong>Report</strong> and Audited Accounts<br />
for the year ended 31 December <strong>2006</strong> and the Auditors’ <strong>Report</strong><br />
thereon.<br />
Resolution 2<br />
To declare a first and final tax exempt (one-tier) dividend of 4.0<br />
cents per share and a special tax exempt (one-tier) dividend of<br />
11.11 cents per share for the year ended 31 December <strong>2006</strong>.<br />
Resolution 3<br />
(a) To re-elect the following Directors, each of whom will retire by<br />
rotation pursuant to Article 98 of the Articles of Association<br />
of the Company and who, being eligible, will offer themselves<br />
for re-election.<br />
(b)<br />
(i) Mr Koh Beng Seng*<br />
(ii) Dr Tan Kim Siew<br />
(iii) Mr Lucien Wong Yuen Kuai<br />
* Mr Koh Beng Seng will, upon re-election as a Director of the<br />
Company, continue as Chairman of the Audit Committee. Mr Koh is<br />
considered an independent director for the purpose of Rule 704(8)<br />
of the <strong>Singapore</strong> Exchange Securities Trading Limited (“SGX-ST”)<br />
Listing Manual.<br />
To record the retirement of LG Ng Yat Chung, a Director<br />
retiring by rotation pursuant to Article 98 of the Articles<br />
of Association of the Company, who has decided not to<br />
seek re-election.<br />
Resolution 4<br />
To approve the sum of $866,000 as Directors’ fees for the year<br />
ended 31 December <strong>2006</strong>. (2005: $630,111)<br />
Resolution 5<br />
To re-appoint Ernst & Young as Auditors of the Company and to<br />
authorise the Directors to fix their remuneration.<br />
AS SPECIAL BUSINESS<br />
To consider and, if thought fit, to pass with or without modifications,<br />
the following resolutions which will be proposed as Ordinary<br />
Resolutions:<br />
Resolution 6<br />
That authority be and is hereby given to the Directors to:<br />
(a)<br />
(b)<br />
(i) issue shares in the capital of the Company (“shares”)<br />
whether by way of rights, bonus or otherwise; and/or<br />
(ii) make or grant offers, agreements or options (collectively,<br />
“Instruments”) that might or would require shares to be<br />
issued, including but not limited to the creation and issue<br />
of (as well as adjustments to) warrants, debentures or<br />
other instruments convertible into shares, at any time and<br />
upon such terms and conditions and for such purposes<br />
and to such persons as the Directors may, in their<br />
absolute discretion, deem fit; and<br />
(notwithstanding the authority conferred by this Resolution<br />
may have ceased to be in force) issue shares in pursuance<br />
of any Instrument made or granted by the Directors while this<br />
Resolution was in force,<br />
provided that:<br />
(1) the aggregate number of shares to be issued pursuant to<br />
this Resolution (including shares to be issued in pursuance<br />
of Instruments made or granted pursuant to this Resolution)<br />
does not exceed 50 per cent. of the issued shares in the<br />
capital of the Company (as calculated in accordance with<br />
paragraph (2) below), of which the aggregate number<br />
of shares to be issued other than on a pro rata basis to<br />
shareholders of the Company (including shares to be issued<br />
in pursuance of Instruments made or granted pursuant to<br />
this Resolution) does not exceed 20 per cent. of the issued<br />
shares in the capital of the Company (as calculated in<br />
accordance with paragraph (2) below);<br />
(2) (subject to such manner of calculation as may be prescribed<br />
by the SGX-ST) for the purpose of determining the aggregate<br />
number of shares that may be issued under paragraph (1)<br />
above, the percentage of issued shares shall be based on the<br />
number of issued shares in the capital of the Company at the<br />
time this Resolution is passed, after adjusting for:<br />
(i) new shares arising from the conversion or exercise of any<br />
convertible securities or share options or vesting of share<br />
awards which are outstanding or subsisting at the time<br />
this Resolution is passed; and<br />
(ii) any subsequent consolidation or subdivision of shares;<br />
(3) in exercising the authority conferred by this Resolution,<br />
the Company shall comply with the provisions of the Listing<br />
Manual of the SGX-ST for the time being in force (unless<br />
such compliance has been waived by the SGX-ST) and<br />
the Articles of Association for the time being of the<br />
Company; and
SINGAPORE TECHNOLOGIES ENGINEERING LTD<br />
(INCORPORATED IN THE REPUBLIC OF SINGAPORE)<br />
(Regn No: 199706274H)<br />
236<br />
Notice of Tenth <strong>Annual</strong> General Meeting<br />
(4) (unless revoked or varied by the Company in General<br />
Meeting) the authority conferred by this Resolution shall<br />
continue in force until the conclusion of the next <strong>Annual</strong><br />
General Meeting of the Company or the date by which the<br />
next <strong>Annual</strong> General Meeting of the Company is required by<br />
law to be held, whichever is the earlier.<br />
Resolution 7<br />
THAT approval be and is hereby given to the Directors to:<br />
(a)<br />
(b)<br />
offer and grant options in accordance with the provisions<br />
of the <strong>Singapore</strong> <strong>Technologies</strong> <strong>Engineering</strong> Share Option<br />
Plan (“Share Option Plan”) and/or to grant awards in<br />
accordance with the provisions of the <strong>Singapore</strong> <strong>Technologies</strong><br />
<strong>Engineering</strong> Performance Share Plan (“Performance Share<br />
Plan”) and/or the <strong>Singapore</strong> <strong>Technologies</strong> <strong>Engineering</strong><br />
Restricted Stock Plan (“Restricted Stock Plan”) (the Share<br />
Option Plan, the Performance Share Plan and the Restricted<br />
Stock Plan, together the “Share Plans”); and<br />
allot and issue from time to time such number of ordinary<br />
shares in the capital of the Company as may be required to<br />
be issued pursuant to the exercise of options under the Share<br />
Option Plan and/or such number of fully paid shares as may<br />
be required to be issued pursuant to the vesting of awards<br />
under the Performance Share Plan and/or the Restricted<br />
Stock Plan,<br />
provided that the aggregate number of ordinary shares to be issued<br />
pursuant to the Share Plans shall not exceed fifteen per cent.<br />
(15%) of the total number of issued shares in the capital of the<br />
Company from time to time.<br />
STATEMENT PURSUANT TO ARTICLE 60 OF THE ARTICLES<br />
OF ASSOCIATION OF THE COMPANY<br />
Resolution No. 6 is to empower the Directors to issue shares in<br />
the capital of the Company and to make or grant instruments<br />
(such as warrants or debentures) convertible into shares, and to<br />
issue shares in pursuance of such instruments, up to a number not<br />
exceeding in total fifty per cent. (50%) of the issued shares in the<br />
capital of the Company, with a sub-limit of twenty per cent. (20%)<br />
for issues other than on a pro rata basis to shareholders. For the<br />
purpose of determining the aggregate number of shares that may<br />
be issued, the percentage of issued shares shall be based on the<br />
number of issued shares in the capital of the Company at the time<br />
that Resolution No. 6 is passed, after adjusting for (a) new shares<br />
arising from the conversion or exercise of any convertible securities<br />
or share options or vesting of share awards which are outstanding<br />
or subsisting at the time that Resolution No. 6 is passed, and (b)<br />
any subsequent consolidation or subdivision of shares.<br />
<strong>Engineering</strong> Performance Share Plan and <strong>Singapore</strong> <strong>Technologies</strong><br />
<strong>Engineering</strong> Restricted Stock Plan (collectively the “Share Plans”).<br />
Approval for the adoption of the Share Plans was given by<br />
shareholders at an Extraordinary General Meeting of the Company<br />
held on 23 November 2000. The grant of options and awards<br />
under the respective Share Plans will be made in accordance with<br />
their respective provisions. The aggregate number of ordinary<br />
shares which may be issued pursuant to the Share Plans is limited<br />
to fifteen per cent. (15%) of the total number of issued shares in<br />
the capital of the Company over the 10-year duration of the<br />
Share Plans.<br />
BY ORDER OF THE BOARD<br />
CHUA SU LI (Mrs)<br />
Company Secretary<br />
<strong>Singapore</strong>, 2 April 2007<br />
NOTES:<br />
1. A member of the Company entitled to attend and vote at the<br />
<strong>Annual</strong> General Meeting is entitled to appoint not more than<br />
two proxies to attend and vote in his stead. A proxy need not<br />
be a member of the Company.<br />
2. The instrument appointing a proxy must be lodged at the<br />
registered office of the Company at 51 Cuppage Road,<br />
#09-08, StarHub Centre, <strong>Singapore</strong> 229469 not less<br />
than 48 hours before the time appointed for the <strong>Annual</strong><br />
General Meeting.<br />
BOOKS CLOSURE AND DIVIDEND PAYMENT DATES<br />
Duly completed transfers in respect of ordinary shares in the<br />
capital of the Company together with all relevant documents of<br />
title received by the Company’s share registrar, M & C Services<br />
Private Limited, 138 Robinson Road, #17-00, The Corporate<br />
Office, <strong>Singapore</strong> 068906 up to the close of business at 5.00<br />
p.m. on 2 May 2007 (the “Books Closure Date”) will be registered<br />
to determine members’ entitlements to the proposed dividends,<br />
subject to approval of members to the proposed dividends at the<br />
Tenth <strong>Annual</strong> General Meeting to be convened on 25 April 2007.<br />
Subject as aforesaid, members whose Securities Accounts with The<br />
Central Depository (Pte) Limited are credited with ordinary shares<br />
in the capital of the Company as at 5.00 p.m. on the Books Closure<br />
Date will be entitled to the dividends. The Register of Members and<br />
Share Transfer Books will be closed on 3 May 2007 for the purpose<br />
of determining members’ entitlements to the proposed dividends.<br />
The proposed dividends, if so approved by members, will be paid on<br />
18 May 2007.<br />
Resolution No. 7 is to empower the Directors to offer and grant<br />
options and/or grant awards and to issue ordinary shares in the<br />
capital of the Company pursuant to the <strong>Singapore</strong> <strong>Technologies</strong><br />
<strong>Engineering</strong> Share Option Plan, <strong>Singapore</strong> <strong>Technologies</strong>
SINGAPORE TECHNOLOGIES<br />
ENGINEERING LTD<br />
(INCORPORATED IN THE REPUBLIC OF SINGAPORE)<br />
(Regn No: 199706274H)<br />
PROXY FORM<br />
IMPORTANT<br />
1. For investors who have used their CPF moneys<br />
to buy ordinary shares in the capital of <strong>Singapore</strong><br />
<strong>Technologies</strong> <strong>Engineering</strong> Ltd, the <strong>2006</strong> <strong>Annual</strong> <strong>Report</strong> is<br />
forwarded to them at the request of their CPF Approved<br />
Nominees and is sent solely FOR INFORMATION ONLY.<br />
2. This Proxy Form is not valid for use by CPF investors<br />
and shall be ineffective for all intents and purposes if<br />
used or purported to be used by them.<br />
I I/We, NRIC/Passport Number<br />
of<br />
II<br />
(a)<br />
being a member/members of the abovenamed Company, hereby appoint<br />
Name Address NRIC/Passport Number<br />
Proportion of<br />
Shareholdings (%)<br />
(b)<br />
and/or (delete as appropriate)<br />
as my/our proxy/proxies to attend and to vote for me/us on my/our behalf and, if necessary, to demand a poll, at the Tenth <strong>Annual</strong><br />
General Meeting of the Company to be held at Crystal Suite, Level 2, Holiday Inn Park View <strong>Singapore</strong>, 11 Cavenagh Road,<br />
<strong>Singapore</strong> 229616 on Wednesday, 25 April 2007 at 2.30 p.m. and at any adjournment thereof.<br />
(Please indicate with an “X” in the spaces provided whether you wish your vote(s) to be cast for or against the Ordinary<br />
Resolutions as set out in the Notice of the <strong>Annual</strong> General Meeting. In the absence of specific directions, the proxy/proxies will<br />
vote or abstain as he/they may think fit, as he/they will on any other matter arising at the <strong>Annual</strong> General Meeting.)<br />
III No Ordinary Resolutions For Against<br />
Ordinary Business<br />
1 Adoption of Accounts and <strong>Report</strong>s<br />
2<br />
3 (a)<br />
Declaration of First and Final Tax Exempt (one-tier) Dividend and Special Tax Exempt<br />
(one-tier) Dividend<br />
Re-election of Directors retiring by rotation pursuant to Article 98 of the Articles of<br />
Association of the Company<br />
(i)<br />
(ii)<br />
(iii)<br />
Mr Koh Beng Seng<br />
Dr Tan Kim Siew<br />
Mr Lucien Wong Yuen Kuai<br />
4 Approval of Directors’ Fees<br />
5 Re-appointment of Ernst & Young as Auditors<br />
Special Business<br />
6 Authority for Directors to issue shares<br />
7<br />
Authority for Directors to offer and grant options and/or grant awards and allot shares,<br />
pursuant to the <strong>Singapore</strong> <strong>Technologies</strong> <strong>Engineering</strong> Share Option Plan, <strong>Singapore</strong><br />
<strong>Technologies</strong> <strong>Engineering</strong> Performance Share Plan and <strong>Singapore</strong> <strong>Technologies</strong> <strong>Engineering</strong><br />
Restricted Stock Plan<br />
Dated this day of 2007<br />
Total Number of Shares held<br />
Signature(s) of Member(s) or Common Seal<br />
IMPORTANT<br />
PLEASE READ NOTES OVERLEAF
2 fold this dotted line ><br />
Postage will be<br />
paid by<br />
addressee.<br />
For posting in<br />
<strong>Singapore</strong> only.<br />
BUSINESS REPLY SERVICE<br />
PERMIT NO. 07705<br />
(077055)<br />
<strong>Singapore</strong> <strong>Technologies</strong> <strong>Engineering</strong> Ltd<br />
51 Cuppage Road<br />
#09-08 StarHub Centre<br />
<strong>Singapore</strong> 229469<br />
(Regn No: 199706274H)<br />
< 1 fold this dotted line ><br />
Notes:<br />
1 Please insert the total number of shares held by you. If you have<br />
shares entered against your name in the Depository Register<br />
(as defi ned in Section 130A of the Companies Act, Chapter 50<br />
of <strong>Singapore</strong>), you should insert that number of shares. If you<br />
have shares registered in your name in the Register of Members,<br />
you should insert that number of shares. If you have shares<br />
entered against your name in the Depository Register and shares<br />
registered in your name in the Register of Members, you should<br />
insert the aggregate number of shares entered against your name<br />
in the Depository Register and registered in your name in the<br />
Register of Members. If no number is inserted, the instrument<br />
appointing a proxy or proxies shall be deemed to relate to all the<br />
shares held by you.<br />
2 A member of the Company entitled to attend and vote at a meeting<br />
of the Company is entitled to appoint one or two proxies to attend<br />
and vote instead of him. Such proxy need not be a member of the<br />
Company.<br />
3 Where a member appoints two proxies, the appointments shall<br />
be invalid unless he specifi es the proportion of his shareholding<br />
(expressed as a percentage of the whole) to be represented by<br />
each proxy.<br />
4 The instrument appointing a proxy or proxies must be deposited at<br />
the registered offi ce of the Company at 51 Cuppage Road, #09-<br />
08, StarHub Centre, <strong>Singapore</strong> 229469, not less than 48 hours<br />
before the time appointed for the Tenth <strong>Annual</strong> General Meeting.<br />
5 The instrument appointing a proxy or proxies must be under the<br />
hand of the appointor or of his attorney duly authorised in writing.<br />
Where the instrument appointing a proxy or proxies is executed by<br />
a corporation, it must be executed either under its seal or under<br />
the hand of an offi cer or attorney duly authorised.<br />
6 A corporation which is a member may authorise by a resolution of<br />
its directors or other governing body such person as it thinks fi t to<br />
act as its representative at the Tenth <strong>Annual</strong> General Meeting, in<br />
accordance with Section 179 of the Companies Act, Chapter 50<br />
of <strong>Singapore</strong>.<br />
General:<br />
The Company shall be entitled to reject the instrument appointing a<br />
proxy or proxies if it is incomplete, improperly completed or illegible<br />
or where the true intentions of the appointor are not ascertainable<br />
from the instructions of the appointor specifi ed in the instrument<br />
appointing a proxy or proxies. In addition, in the case of shares<br />
entered in the Depository Register, the Company may reject any<br />
instrument appointing a proxy or proxies lodged if the member, being<br />
the appointor, is not shown to have shares entered against his name in<br />
the Depository Register as at 48 hours before the time appointed for<br />
holding the Tenth <strong>Annual</strong> General Meeting, as certifi ed by The Central<br />
Depository (Pte) Limited to the Company.
ST <strong>Engineering</strong> Group<br />
The winning spirit in an organisation begins with the will of<br />
its management and is realised in the collective mindset of<br />
its employees.<br />
An integrated engineering group, ST <strong>Engineering</strong> delivers<br />
innovative solutions and services in the Aerospace, Electronics,<br />
Land Systems and Marine sectors. The Group leverages on its<br />
multi-sector capabilities to be a one-stop solutions provider for<br />
its customers in over 60 countries.<br />
The Group’s internationalisation efforts have spawned over 100<br />
subsidiaries and associated companies in 20 countries and 35<br />
cities, spanning the US, Europe, Middle East, Central Asia and<br />
Australasia. In the Americas, ST <strong>Engineering</strong> has established a<br />
significant presence, with operations in 20 locations across the<br />
US, Canada and Central America. In China, the Group has grown<br />
its reach considerably, with operations in 16 cities, including<br />
Beijing, Shanghai and Guangzhou.<br />
One of the largest companies listed on The <strong>Singapore</strong> Exchange<br />
with a market capitalisation of more than $9b (about US$6b) as<br />
at end December <strong>2006</strong>, ST <strong>Engineering</strong> achieved revenues of<br />
$4.49b and net earnings of S$445.1m in FY<strong>2006</strong>.<br />
ST <strong>Engineering</strong>’s solutions add value, build capabilities, as well<br />
as facilitate transformational outcomes for customers. It fulfils<br />
this through strategies and practices that promote the winning<br />
spirit among its 17,000 staff worldwide.<br />
SINGAPORE TECHNOLOGIES ENGINEERING LTD<br />
51 Cuppage Road #09-08<br />
StarHub Centre<br />
<strong>Singapore</strong> 229469<br />
Tel: (65) 6722 1818<br />
Fax: (65) 6720 2293<br />
http://www.stengg.com<br />
(Regn. No.: 199706274H)