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REG - Aseana Prop Ltd - Final Results <Origin Href="QuoteRef">ASPL.L</Origin> - Part 3

- Part 3: For the preceding part double click  ID:nRSb4623Lb 

in Jersey in May 2008. The Company has been registered as an International Services
Entity so it does not have to charge or pay local GST. The cost for this registration is £200 per annum. 
 
The Directors intend to conduct the Group's affairs such that the central management and control is not exercised in the
United Kingdom and so that neither the Company nor any of its subsidiaries carries on any trade in the United Kingdom.  The
Company and its subsidiaries will thus not be residents in the United Kingdom for taxation purposes.  On this basis, they
will not be liable for United Kingdom taxation on their income and gains other than income derived from a United Kingdom
source. 
 
12        OTHER COMPRENHENSIVE EXPENSE 
 
 Items that are or may be reclassified subsequently to profit or loss, net of tax  2014US$'000  2013US$'000  
 Foreign currency translation differences for foreign operation                    (7,388)      (6,220)      
 Fair value of available-for-sale investment                                       125          126          
                                                                                   (7,263)      (6,094)      
 
 
13        EARNINGS/ (LOSS) Per Share 
 
Basic and diluted earnings/ (loss) per ordinary share 
 
The calculation of basic and diluted earnings/ (loss) per ordinary share for the year ended 31 December 2014 was based on
the profit/ (loss) attributable to equity holders of the parent and a weighted average number of ordinary shares
outstanding, calculated as below: 
 
                                                              2014US$'000  2013US$'000  
 Profit/ (loss) attributable to equity holders of the parent  9,091        (19,006)     
 Weighted average number of shares                            212,025      212,025      
 Earnings/ (loss) per share (US cents):Basic and diluted      4.29         (8.96)       
 
 
14        Investment in AN Associate 
 
                                    2014     2013     
                                    US$'000  US$'000  
 At cost - unquoted shares          611      611      
 Share of post-acquisition reserve  1,306    1,641    
 Disposal of associate              (1,917)  -        
 At 31 December                     -        2,252    
 
 
The Company, via a wholly-owned subsidiary ASPL M3A Limited, had a 40% equity interest in a company known as Excellent
Bonanza Sdn. Bhd.("EBSB"), a company incorporated in Malaysia, which is a vehicle set up to undertake a commercial
development in Kuala Lumpur, Malaysia. 
 
A summary of the current assets, non-current assets, current liabilities, non-current liabilities, income and expenses of
the associate for the financial year ended 31 December 2013 was as follows: 
 
                                                                                
                                                                   2013       
 Statement of Financial Position                                   US$'000    
 Non-current assets                                                148,041    
 Current assets                                                    5,281      
 Total assets                                                      153,322    
 Non-current liabilities                                           3,239      
 Current liabilities                                               144,452    
 Total liabilities                                                 147,691    
 Equity                                                            5,631      
 Total Equity and Liabilities                                      153,322    
                                                                                
 Statement of Comprehensive Income                                              
 Revenue                                                           218,452      
 Finance income                                                    1,627        
 Cost of sales, expenses including finance costs and taxation      (213,880)    
 Profit                                                            6,199        
                                                                                        
 
 
The Group entered into a Sales and Purchase Agreement on 20 June 2014 to dispose of ASPL M3A Limited's interest in EBSB.
The sale consideration was US$5,306,000. 
 
The condition precedent for the completion of the disposal of EBSB was met on 20 August 2014, when the transfer of share
was effected and payment of the sales proceeds were received. 
 
The Group recognised a gain on disposal of US$5,641,000 from the sales of the associate. The details are as follows: 
 
                                                                                                        2014  
                                                                                                              US$'000  
 Sales consideration                                                                                          5,306    
 Carrying value of associate as at 20 August 2014                                                             (1,917)  
 Realisation of previously unrealised profit in relation to sales of Aloft Kuala Lmpur Sentral Hotel          2,252    
 Gain on disposal                                                                                             5,641    
 
 
The unrealised profit of US$2,252,000 in relation to the sale of Aloft Kuala Lumpur Sentral Hotel to a subsidiary of the
Group was realised as EBSB is no longer an associate of the Group. 
 
15        Available-for-Sale Investments 
 
 The available-for-sale investments represent the investment in shares of Nam Long Investment Corporation ("Nam Long") which the Group acquired over four tranches in 2008 and 2009.  
                                                                                                                                                                                          Quoted shares  
 2014                                                                                                                                                                                     US$'000        
 1 January - fair value                                                                                                                                                                   12,697         
 Recognised in other comprehensive income                                                                                                                                                 125            
 At 31 December - fair value                                                                                                                                                              12,822         
                                                                                                                                                                                          Quoted shares  
 2013                                                                                                                                                                                     US$'000        
 1 January - fair value                                                                                                                                                                   12,571         
 Recognised in other comprehensive income                                                                                                                                                 126            
 At 31 December - fair value                                                                                                                                                              12,697         
                                                                                                                                                                                                                     
 
 
At 31 December 2014, an increase in fair value of US$0.125 million (2013: US$0.126 million) has been recognised in other
comprehensive income. The Directors have considered various prevailing factors at year end, including the economic
conditions and market conditions of the Ho Chi Minh Stock Exchange in assessing the fair value of the investment. 
 
16        Intangible Assets 
 
                                                          Licence Contracts and Related Relationships  Goodwill  Total    
                                                          US$'000                                      US$'000   US$'000  
 Cost                                                                                                                     
 At 1 January 2013 / 31 December 2013 / 31 December 2014  10,695                                       6,479     17,174   
                                                                                                                          
 Accumulated impairment losses                                                                                            
 At 1 January 2013                                        -                                            3,329     3,329    
 Impairment loss                                          -                                            320       320      
 At 31 December 2013 / 1 January 2014                     -                                            3,649     3,649    
 Impairment loss                                          4,276                                        451       4,727    
 At 31 December 2014                                      4,276                                        4,100     8,376    
 
 
 Carrying amounts                            
 At 31 December 2013  10,695  2,830  13,525  
 At 31 December 2014  6,419   2,379  8,798   
 
 
The licence contracts and related relationships represents the rights to develop the International Healthcare Park. Other
than Phase 1 of City International Hospital, the rest of the projects have not commenced development. In 2014, the Group
sold its undeveloped land in International Healthcare Park consisted of Lot D1, PT1, BV5 and BV6 to third party
purchasers. 
 
For the purpose of impairment testing, goodwill and licence contracts and related relationships are allocated to the
Group's operating divisions which represent the lowest level within the Group at which the goodwill and licence contracts
and related relationships are monitored for internal management purposes. 
 
The aggregate carrying amounts of intangible assets allocated to each unit are as follows: 
 
                                                 2014US$'000  2013US$'000  
 Licence, contracts and related relationships                              
 International Healthcare Park                   6,419        10,695       
                                                                           
 Goodwill                                                                  
 SENI Mont' Kiara                                432          883          
 Sandakan Harbour Square                         1,947        1,947        
                                                 2,379        2,830        
 
 
The recoverable amount of licence, contracts and related relationships has been tested based on the fair value less cost to
sell of the Land Use Rights ("LUR") owned by the subsidiaries. The key assumption used is the expected market value of the
LUR. The Group believes that any reasonably possible changes in the above key assumptions applied is not likely to
materially cause the recoverable amount to be lower than its carrying amount. 
 
Impairment losses of US$451,000 (2013: US$320,000) and US$4,276,000 (2013: US$Nil) in relation to the SENI Mont' Kiara and
International Healthcare Park projects have been recognised as the recoverable amount of the cash generating units,
estimated based on fair value less costs to sell is below their carrying amount. 
 
The recoverable amount of goodwill has been tested by reference to underlying profitability of the developments using
discounted cash flow projections. 
 
17        Deferred Tax Assets 
 
                                                                                                      2014US$'000  2013US$'000  
 At 1 January                                                                                         595          -            
 Exchange adjustments                                                                                 (112)        (21)         
 Deferred tax credit relating to origination and reversal of   temporary differences during the year  1,200        616          
 At 31 December                                                                                       1,683        595          
 
 
The deferred tax assets comprise: 
 
                                                                                                                2014US$'000  2013US$'000  
 Taxable temporary differences between accounting profit and taxable profit of property development units sold  1,683        595          
 At 31 December                                                                                                 1,683        595          
 
 
Deferred tax assets have not been recognised in respect of unused tax losses of US$38,821,000 (2013: US$22,983,000) and
other tax benefits which includes temporary differences between net carrying amount and tax written down value of property,
plant and equipment, accrual of construction costs and other deductible temporary differences of US$3,722,000 (2013:
US$29,000) which are available for offset against future taxable profits. Deferred tax assets have not been recognised due
to the uncertainty of the recovery of the losses. 
 
18        INVENTORIES 
 
                                            2014     2013     
                                      Note  US$'000  US$'000  
 Land  held for property development  (a)   40,560   24,403   
 Work-in-progress                     (b)   55,332   73,134   
 Stock of completed units, at cost          285,234  330,475  
 Consumables                                652      597      
 At 31 December                             381,778  428,609  
 
 
(a) Land held for property development 
 
                                                                                          2014      2013     
                                                                                          US$'000   US$'000  
 At 1 January                                                                             24,403    24,912   
 Add:                                                                                                        
 Exchange adjustments                                                                     (849)     (1,036)  
 Additions                                                                                2,710     1,344    
 Transfer from work-in-progress                                                           24,534    -        
 Transfer to stock of completed units                                                     -         (817)    
                                                                                          50,798    24,403   
 Less:                                                                                                       
 Costs recognised as expenses in the statement of comprehensive income during the year    (10,238)  -        
 At 31 December                                                                           40,560    24,403   
 
 
(b) Work-in-progress 
 
                                                   2014      2013       
                                                   US$'000   US$'000    
 At 1 January                                      73,134    116,876    
 Add :                                                                  
 Exchange adjustments                              (3,464)   (4,243)    
 Work-in-progress incurred during the year         10,196    112,390    
 Transfer to land held for property development #  (24,534)  -          
 Transfer to stock of completed units              -         (151,889)  
 At 31 December                                    55,332    73,134     
 
 
The above amounts included borrowing cost capitalised at interest rate ranges from 7.53% to 12.62% per annum (2013: 7.43%
to 13.58% per annum) of US$1,799,000 during the financial year (2013: US$2,446,000). 
 
# The land was reclassified as land held for property development from work-in-progress in line with the Group's intention
to dispose of the land held. 
 
19        held-for-trading financial instrument 
 
The financial asset represents a placement in money market fund ("Fund"), which is held as a trading instrument. The market
value and the market price per unit of the Fund at 31 December 2014 were US$4,041,000 (2013: US$375,000) and US$0.29 (2013:
US$0.31) respectively. During the year, the Group acquired additional held-for-trading financial instrument for a
consideration of US$3,651,000 at a market price per unit of US$0.29. The Group recognised a fair value gain of US$39,000
(2013: fair value loss of US$5,000) in relation to the investment. 
 
The Fund is permitted under the Deed to invest in the following: 
 
(i)   Bank deposits; 
 
(ii) Money market instruments such as treasury bills, bankers acceptance, negotiable  certificates of deposits, Bank Negara
Malaysia bills, Bank Negara Malaysia  negotiable notes, Negotiable Instruments of Deposit and Negotiable Islamic Debt
Certificate with maturities not exceeding one (1) year; and 
 
(iii) Malaysian Government Securities and/or securities guaranteed by the Government of Malaysia and/or notes/securities
issued by Bank Negara Malaysia with maturity not exceeding two (2) years. 
 
20        Amount Due from an Associate 
 
The amount due from an associate was unsecured, interest free and repayable on demand. The amount was repaid during the
financial year. 
 
21        Share Capital 
 
                                     2014Number of Shares'000  2013Number of Shares'000  
 Authorised Share Capital            2,000,000                 2,000,000                 
 Issued Share Capital                
 At 1 January                        212,025                   212,525                   
 Cancellation of shares (Note 27)    -                         (500)                     
 At 31 December                      212,025                   212,025                   
 
 
                                             2014US$'000  2013 US$'000  
 Authorised Share Capital of US$0.05 each    100,000      100,000       
 Issued Share Capital of US$0.05 each        
 At 1 January                                10,601       10,626        
 Cancellation of shares (Note 27)            -            (25)          
 At  31 December                             10,601       10,601        
 
 
22        Share Premium 
 
Share premium represents the excess of proceeds raised on the issuance of shares over the nominal value of those shares. 
The costs incurred in issuing shares were deducted from the share premium. 
 
                             2014US$'000  2013US$'000  
 At 1 January/31 December    218,926      218,926      
 
 
23        CAPITAL REDEMPTION RESERVE 
 
The capital redemption reserve was incurred after the Company cancelled its 37,475,000 and 500,000 ordinary shares of
US$0.05 per share in 2009 and 2013 respectively. 
 
24        AMOUNT DUE TO NON-CONTROLLING INTERESTS 
 
                                                                     2014     2013     
                                                                     US$'000  US$'000  
                                                                                       
 Non-current                                                                           
 Minority Shareholders of Shangri-La Healthcare Investment Pte Ltd:                    
 - Tran Thi Lam                                                      415      533      
 - Econ Medicare Centre Holdings Pte Ltd                             491      632      
 - Value Energy Sdn. Bhd.                                            147      189      
 - Thang Shieu Han                                                   56       72       
 - Nguyen Quang Duc                                                  11       14       
                                                                     1,120    1,440    
                                                                                       
 Current                                                                               
                                                                                       
 Minority Shareholder of Bumiraya Impian Sdn. Bhd.:                                    
 - Global Evergroup Sdn. Bhd.                                        1,418    1,514    
                                                                                       
 Minority Shareholders of Hoa Lam Services Co Ltd:                                     
 - Tran Thi Lam                                                      1,725    1,613    
 - Tri Hanh Consultancy Co Ltd                                       2,510    1,191    
 - Hoa Lam Development Investment Joint Stock Company                188      89       
 - Duong Ngoc Hoa                                                    126      60       
                                                                                       
 Minority Shareholder of Urban DNA Sdn. Bhd.:                                          
 - Ireka Corporation Berhad                                          4,255    4,541    
                                                                     10,222   9,008    
                                                                     11,342   10,448   
 
 
The current amount due to non-controlling interests amounting to US$10,222,000 (2013: US$9,008,000) is unsecured, interest
free and repayable on demand. 
 
The non-current amount due to non-controlling interests amounting to US$1,120,000 (2013: US$1,440,000) is unsecured,
interest free and shall only be repayable to the respective minority shareholders if the minority shareholders cease to be
a shareholder in Shangri-La Healthcare Investment Pte Ltd. 
 
25        Loans AND BORROWINGS 
 
                              2014     2013     
                              US$'000  US$'000  
                                                
 Non-current                                    
 Bank loans                   53,338   49,267   
 Finance lease liabilities    26       42       
                              53,364   49,309   
 Current                                        
 Bank loans                   19,262   25,452   
 Finance lease liabilities    12       14       
                              19,274   25,466   
                              72,638   74,775   
 
 
The effective interest rates on the bank loans and finance lease arrangement for the year ranged from 5.25% to 17.70%
(2013: 5.25% to 17.70%) per annum and 2.50% to 3.50% (2013: 2.50% to 3.50%) per annum respectively. 
 
Borrowings are denominated in Ringgit Malaysia, United State Dollars and Vietnam Dong. 
 
Bank loans are repayable by monthly, quarterly or semi-annually instalments. 
 
Bank loans are secured by land held for property development, work-in-progress, operating assets of the Group, pledged
deposits and some by the corporate guarantee of the Company. 
 
Finance lease liabilities are payable as follows: 
 
                                 Future minimum lease payment 2014  Interest 2014  Present value of minimum lease payment 2014  Future minimum lease payment 2013  Interest 2013  Present value of minimum lease payment 2013  
                                 US$'000                            US$'000        US$'000                                      US$'000                            US$'000        US$'000                                      
 Within     one year             15                                 3              12                                           16                                 2              14                                           
 Between   one and   five years  30                                 4              26                                           49                                 7              42                                           
                                 45                                 7              38                                           65                                 9              56                                           
 
 
26        MEDIUM TERM NOTES 
 
                                      2014US$'000  2013US$'000  
 Outstanding medium term notes        147,004      156,924      
 Net transaction costs                (1,774)      (2,308)      
 Less:                                                          
 Repayment due within twelve months*  (60,237)     (13,739)     
 Repayment due after twelve months    84,993       140,877      
 
 
* Includes net transaction costs in relation to medium term notes due within twelve months of US$1.25 million. 
 
The medium term notes ("MTN") were issued pursuant to a programme with a tenure of ten (10) years from the first issue date
of the notes. The MTN were issued by a subsidiary, to fund two development projects known as Sandakan Harbour Square and
Aloft Kuala Lumpur Sentral Hotel in Malaysia. US$70.07 million (RM245.00 million) was drawn down in 2011 for Sandakan
Harbour Square. US$4.29 million (RM15.00 million) was drawn down in 2012 for Aloft Kuala Lumpur Sentral Hotel and the
remaining US$72.64 million (RM254 million) in 2013. The Group secured a rollover of MTN amounting US$12.87 million (RM45
million) which was due for repayment on 8 December 2014 to be repaid on 8 December 2017. No repayments were made in the
current financial year. 
 
The weighted average interest rate of the MTN was 5.56% per annum at the statement of financial position date. The
effective interest rates of the MTN and their outstanding amounts are as follows: 
 
                          Maturity Dates   Interest rate % per annum  US$'000  
 Series 1 Tranche FG 003  8 December 2017  5.90                       7,150    
 Series 1 Tranche BG 003  8 December 2017  5.85                       5,720    
 Series 1 Tranche FG 002  8 December 2015  5.46                       12,870   
 Series 1 Tranche BG 002  8 December 2015  5.41                       8,580    
 Series 2 Tranche FG 001  8 December 2015  5.46                       20,020   
 Series 2 Tranche BG 001  8 December 2015  5.41                       15,730   
 Series 3 Tranche FG 001  1 October 2015   5.40                       2,860    
 Series 3 Tranche BG 001  1 October 2015   5.35                       1,430    
 Series 3 Tranche FG 002  29 January 2016  5.50                       4,290    
 Series 3 Tranche BG 002  29 January 2016  5.45                       2,860    
 Series 3 Tranche FG 003  8 April 2016     5.65                       36,894   
 Series 3 Tranche BG 003  8 April 2016     5.58                       28,600   
                                                                      147,004  
 
 
The medium term notes are secured by way of: 
 
(i)         bank guarantee from two financial institutions in respect of the BG Tranches; 
 
(ii)        financial guarantee insurance policy from Danajamin Nasional Berhad in respect to the FG Tranches; 
 
(iii)       a first fixed and floating charge over the present and future assets and properties of Silver Sparrow Berhad,
ICSD Ventures Sdn. Bhd. and Iringan Flora Sdn. Bhd. by way of a debenture; 
 
(iv)       a third party first legal fixed charge over ICSD Ventures Sdn. Bhd.'s assets and land; 
 
(v)        assignment of all Iringan Flora Sdn. Bhd.'s present and future rights, title, interest and benefits in and under
the Sales and Purchase Agreement to purchase the Aloft Kuala Lumpur Sentral Hotel from Excellent Bonanza Sdn. Bhd.; 
 
(vi)       first fixed land charge over the Aloft Kuala Lumpur Sentral Hotel and the Aloft Kuala Lumpur Sentral Hotel's
Land (to be executed upon construction completion); 
 
(vii)      a corporate guarantee by Aseana Properties Limited; 
 
(viii)      letter of undertaking from Aseana Properties Limited to provide financial and other forms of support to ICSD
Ventures Sdn. Bhd. to finance any cost overruns associated with the development of the Sandakan Harbour Square; 
 
(ix)       assignment of all its present and future rights, interest and benefits under the ICSD Ventures Sdn. Bhd.'s and
Iringan Flora Sdn. Bhd.'s Put Option Agreements and the proceeds from the Harbour Mall Sandakan, Four Points by Sheraton
Sandakan Hotel and Aloft Kuala Lumpur Sentral Hotel; 
 
(x)        assignment over the disbursement account, revenue account, operating account, sale proceed account, debt service
reserve account and sinking fund account of Silver Sparrow Berhad; revenue account of ICSD Venture Sdn. Bhd. and escrow
account of Ireka Land Sdn. Bhd.; 
 
(xi)       assignment of all ICSD Ventures Sdn. Bhd.'s and Iringan Flora Sdn. Bhd.'s present and future rights, title,
interest and benefits in and under the insurance policies; and 
 
(xii)      a first legal charge over all the shares of Silver Sparrow Berhad, ICSD Ventures Sdn. Bhd. and Iringan Flora
Sdn. Bhd. and any dividends, distributions and entitlements. 
 
27        PURCHASE OF OWN SHARES AND CANCELLATION OF SHARES 
 
The shareholders of the Company, by a special resolution passed in a general meeting held on 25 June 2014, approved the
Company's plan to repurchase its own shares. 
 
There was no repurchase of issued share capital in the current financial year. 
 
Cancellation of treasury shares 
 
The shares repurchased in the prior year were cancelled and an amount equivalent to their nominal value was transferred to
the capital redemption reserve in accordance with the requirement of Section 61 of the Companies (Jersey) Law 1991. The
transfer to capital redemption reserve and the premium paid on the shares repurchased were made out of the share premium. 
 
28        Related Party Transactions 
 
Transactions between the Group and the Company with Ireka Corporation Berhad ("ICB") and its group of companies are
classified as related party transactions based on ICB's 23.07% shareholding in the Company. 
 
Related parties also include key management personnel defined as those persons having authority and responsibility for
planning, directing and controlling the activities of the Group either directly or indirectly. The key management personnel
includes all the Directors of the Group, and certain members of senior management of the Group. 
 
 Group                                                                           2014US$'000  2013US$'000  
 ICB Group of Companies                                                                                    
 Group                                                                           2014US$'000  2013US$'000  
 ICB Group of Companies                                                                                    
 Accounting and financial reporting services fee charged by an ICB subsidiary    53           53           
 Construction progress claims charged by an ICB subsidiary                       13,912       11,035       
 Management fees charged by an ICB subsidiary                                    3,344        3,762        
 Marketing commission charged by an ICB subsidiary                               1,226        330          
 Project management fee for interior fit out works charged by an ICB subsidiary  -            90           
 Project staff costs reimbursed to an ICB subsidiary                             544          682          
 Rental expenses charged by an ICB subsidiary                                    31           -            
 Sales and administrative fee charged by an ICB subsidiary                       -            50           
 Secretarial and administrative services fee charged by an ICB subsidiary        53           53           
                                                                                                           
 Key management personnel                                                                                  
 Remuneration of key management personnel - Directors' fees                      317          317          
 Remuneration of key management personnel - Salaries                             49           40           
 
 
Transactions between the Group with other significant related parties are as follows: 
 
                                                                             2014     2013     
                                                                             US$'000  US$'000  
 Non-controlling interests                                                                     
 Advances - non-interest bearing (Note 24)                                   1,635    1,081    
 Associate - Excellent Bonanza Sdn. Bhd.                                                       
 Advances - non-interest bearing                                             -        630      
 Settlement of purchase consideration of Aloft Kuala Lumpur Sentral Hotel    -        63,867   
 
 
The above transactions have been entered into in the normal course of business and have been established under negotiated
terms. 
 
The outstanding amounts due from/ (to) ICB and its group of companies as at 31 December 2014 and 31 December 2013 are as
follows: 
 
                                                                                                                         2014US$'000  2013US$'000  
 Amount due to an ICB subsidiary for accounting and financial reporting services fee                                     -            53           
 Amount due to an ICB subsidiary for construction progress claims charged (2013: Net of LAD's recoverable US$6,046,000)  891          965          
 Amount due to an ICB subsidiary for management fees                                                                     -            2,343        
 Amount due to an ICB subsidiary for marketing commissions                                                               34           151          
 Amount due to an ICB subsidiary for reimbursement of project staff costs                                                60           488          
 Amount due to an ICB subsidiary for rental expenses                                                                     2            -            
 Amount due to an ICB subsidiary for secretarial and administrative services fee                                         -            80           
 
 
The outstanding amounts due from/ (to) the other significant related parties as at 31 December 2014 and 31 December 2013
are as follows: 
 
                                              2014      2013      
                                              US$'000   US$'000   
 Non-controlling interests                                        
 Advances - non-interest bearing (Note 24)    (11,342)  (10,448)  
 Associate - Excellent Bonanza Sdn. Bhd.                          
 Advances - non-interest bearing              -         853       
 
 
Transactions between the parent company and its subsidiaries are eliminated in these consolidated financial statements. 
 
29        Business COMBINATION 
 
During the financial year, the Group increased its equity interest in Shangri-La Healthcare Investment Pte Ltd ("SHIPL")
from 74.11% to 75.38% (2013: 73.50% to 74.11%) resulting from an issue of new shares in the subsidiary. Consequently, the
Company's effective equity interest in Hoa Lam-Shangri-La Healthcare Ltd Liability Co, City International Hospital Co Ltd,
Hoa Lam-Shangri-La 3 Ltd Liability Co and Hoa Lam - Shangri-La 4 Ltd Liability Co, subsidiaries of SHIPL, increased to
68.07% (2013: 67.20%). 
 
The Group recognised an increase in non-controlling interests of US$147,000 (2013: US$42,000) and an increase in
accumulated losses of US$147,000 (2013: US$42,000) resulting from the increase in equity interest in the above
subsidiaries. The transaction was accounted for using the purchase method of accounting. 
 
During the financial year, the Group disposed of its entire interest in Hoa Lam-Shangri-La 2 Ltd Liability Co, a subsidiary
of the Group for a consideration of US$500,000 (VND10.50 billion). The disposal of Hoa Lam-Shangri-La 2 Ltd Liability Co.
has no significant impact on the results of the Group. 
 
30        DIVIDEND 
 
The Company has not paid or declared any dividends during the financial year ended 31 December 2014. 
 
31        cOMMITMENTS AND Contingencies 
 
The Group and Company do not have any contingencies at the statement of financial position date except as follows: 
 
Debt service reserve account 
 
Under the medium term notes programme of up to US$147 million, Silver Sparrow Berhad ("SSB") had opened a Ringgit Malaysia
debt service reserve account ("DSRA") and shall ensure that an amount equivalent to RM30.0 million (US$8.58 million)  (the
"Minimum Deposit") be maintained in the DSRA at all times.  In the event the funds in the DSRA falls below the Minimum
Deposit, SSB shall within five (5) Business Days from the date of receipt of written notice from the facility agent or upon
SSB becoming aware of the shortfall, whichever is earlier, deposit such sums of money into the DSRA to ensure the Minimum
Deposit is maintained. 
 
32        REPORT CIRCULATION 
 
Copies of the Annual Report and Financial Statements will be sent to shareholders for approval at the Annual General
Meeting ("AGM") to be held in June 2015. 
 
Principal Risks and Uncertainties 
 
The Group's business is property development in Malaysia and Vietnam. Its principal risks are therefore related to the
property market in these countries in general, and also the particular circumstances of the property development projects
it is undertaking. More detailed explanations of these risks and the way they are managed are contained under the heading
of Financial and Capital Risk Management Objectives and Policies in the Annual Report. 
 
Other risks faced by the Group in Malaysia and Vietnam include the following: 
 
 Economic                Inflation, economic recessions and movements in interest rates could affect property development activities.                                                                                                                                                                                   
 Strategic               Incorrect strategy, including sector and geographical allocations and use of gearing, could lead to poor returns for shareholders.                                                                                                                                                             
 Regulatory              Breach of regulatory rules could lead to suspension of the Company's Stock Exchange listing and financial penalties.                                                                                                                                                                           
 Law and regulations     Changes in laws and regulations relating to planning, land use, development standards and ownership of land could have adverse effects on the business and returns for the shareholders.                                                                                                       
 Tax regimes             Changes in the tax regimes could affect the tax treatment of the Company and/or its subsidiaries in these jurisdictions.                                                                                                                                                                       
 Management and control  Changes that cause the management and control of the Company to be exercised in the United Kingdom could lead to the Company becoming liable to United Kingdom taxation on income and capital gains.                                                                                           
 Operational             Failure of the Development Manager's accounting system and disruption to the Development Manager's business, or that of a third party service providers, could lead to an inability to provide accurate reporting and monitoring leading to a loss of shareholders' confidence.                
 Financial               Inadequate controls by the Development Manager or third party service providers could lead to misappropriation of assets. Inappropriate accounting policies or failure to comply with accounting standards could lead to misreporting or breaches of regulations or a qualified audit report.  
 Going Concern           Failure of property development projects due to poor sales and collection, construction delay, inability to secure financing from banks may result in inadequate financial resources to continue operational existence and to meet financial liabilities and commitments.                      
 
 
The Board seeks to mitigate and manage these risks through continual review, policy setting and enforcement of contractual
rights and obligations. It also regularly monitors the economic and investment environment in countries that it operates in
and the management of the Group's property development portfolio. Details of the Group's internal controls are described in
the Annual Report. 
 
RESPONSIBILITY STATEMENT 
 
The Directors of the Group and the Company confirm that to the best of their knowledge that: 
 
(a)        the consolidated financial statement have been prepared in accordance with International Financial Reporting
Standards, including International Accounting Standards and Interpretations adopted by the International Accounting
Standards Board; and 
 
(b)        the sections of this Report, including the Chairman's Statement, Development Manager's Review, Financial Review
and Principal Risks and Uncertainties, which constitute the management report include a fair review of all information
required to be disclosed by the Disclosure and Transparency Rules 4.1.8 to 4.1.11 issued by the Financial Services
Authority of the United Kingdom. 
 
On behalf of the Board 
 
Mohammed Azlan Hashim                                            Christopher Henry Lovell 
 
Director                                                                        Director 
 
27 April 2015 
 
This information is provided by RNS
The company news service from the London Stock Exchange

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