Aseana Properties Ltd

CORPORATE 
STRATEGY

KEY FACTS

EXCHANGE
London Stock Exchange Main Market

SYMBOL
ASPL

LOOKUP
Reuters - ASPL.L; Bloomberg - ASPL:LN

DOMICILE
Jersey

SHARES ISSUED
212,025,002

VOTING SHARE CAPITAL
212,025,002

SHARE DENOMINATION
US Dollars

MANAGEMENT FEE
2% of NAV

PERFORMANCE FEE
20% of the out performance NAV over a total return 
hurdle rate of 10%

ADMISSION DATE
5 April 2007

ADVISERS & SERVICE 
PROVIDERS

DEVELOPMENT MANAGER
Ireka Development Management Sdn. Bhd.

CORPORATE BROKER
N+1 Singer

AUDITOR
KPMG LLP

The RuMa Hotel and Residences
Kuala Lumpur

INTRODUCTION
Aseana Properties Limited 
is a property development 
company established as 
an investment gateway 
to Malaysia and Vietnam. 
Product innovation and 
commitment to excellence 
are hallmarks of Aseana 
Properties. With a focus on 
the upmarket segment of 
the property market, Aseana 
Properties aims to be the 
premier investment gateway 
for investors into Malaysia 
and Vietnam.

Aseana Properties Limited 
(“Aseana Properties” 
or “the Company”) is a 
London-listed company 
incorporated in Jersey 
focusing on property 
development opportunities 
in Malaysia and Vietnam.

Ireka Development 
Management Sdn. Bhd. 
(a wholly-owned 
subsidiary of Ireka 
Corporation Berhad), the 
Development Manager 
for Aseana Properties, 
is responsible for the 
day-to-day management 
of its property portfolio as 
well as the introduction 
and facilitation of new 
investment opportunities. 

Aseana Properties’ 
investment objective is 
to provide shareholders 
with an attractive overall 
total return achieved 
primarily through capital 
appreciation by investing 
in properties in Malaysia 
and Vietnam. Aseana 
Properties seeks to 
achieve its investment 
objective through the 
acquisition, development 
and redevelopment of 
upscale residential, 

commercial and hospitality 
projects leveraging on the 
Development Manager’s 
experience in these sectors.

Aseana Properties typically 
invests in development 
projects at the pre-
construction stage. It 
will also selectively 
invest in projects 
under construction and 
completed projects with 
the potential for high 
capital appreciation.

Aseana Properties typically 
makes investments 
both as sole principal 
and, where appropriate, 
in joint arrangements 
with third parties, where 
management control 
resides with Aseana 
Properties. Such joint 
arrangements are only 
undertaken with parties 
who have demonstrable 
relevant experience or 
local knowledge.

Currently approximately 
70% of Aseana 
Properties’ investment 
portfolio is allocated to 
projects in Malaysia and 
approximately 30% to 
projects in Vietnam. 

2 | ASEANA PROPERTIES LIMITED

CHAIRMAN’S STATEMENT

In 2015, global growth was moderate and again largely 
fell short of general expectations, with the growth rate 
decreasing to 2.4% from 2.6% in 2014. The lacklustre 
performance was mainly caused by continued deceleration 
of economic activity in emerging and developing 
economies amid weakening global trade, commodity 
prices and capital flows. While tumbling commodity prices 
took the shine off the big emerging markets such as 
Russia and Brazil, other emerging economies like India 
and Vietnam surprised on the upside. Growth in advanced 
economies remains modest and is expected to continue 
to be uneven. There are currently three key transitions or 
events of uncertainties, which will continue to influence 
the global outlook. These include essentially the gradual 
slowdown and rebalancing of economic activity in China, 
away from investment and manufacturing, towards 
domestic consumption and services. The second transition 
being the steep drop in crude oil and commodities prices 
and the third, being the tightening of monetary policy in 
the United States (“US”), in the context of a resilient US 
recovery, whilst several other major advanced economies 
continue to ease monetary policy to promote growth.  

Meanwhile, Malaysia grappled with severe headwinds on 
the economic front against a backdrop of unanticipated 
global commodity and currency shocks, shrinking 
government revenues and domestic political upheavals 
during the year. The drastic drop in the oil and gas prices 
had a huge impact on Malaysia’s revenue as petroleum 
contributes almost 40.0% of the country’s total revenue. 
Additionally, the Ringgit was battered by declining exports 
and the sudden reversal of capital flows in anticipation of 
the long-awaited increase in the US Federal Funds Rate. 
Being China’s largest trading partner in Southeast Asia, 
the Malaysian economy has also been stirred by the impact 
of a decline in the Chinese economy and stock markets. 
Malaysia’s gross domestic product (“GDP”) growth stood at 
4.5% in the last quarter of 2015 and at 5.0% for the whole 
of 2015. However, as a buffer, the weaker Ringgit should 
provide a boost to the deflating export sector as this will 
translate to a price advantage for Malaysian based exporters. 

In Vietnam, the economy has grown at its fastest pace in 
five years, despite a global trade recession and a slower-
growing China, which adversely impacted economic 
growth in most parts of Southeast Asia. Stronger domestic 
demand, robust export performance, low inflation and 
improved confidence had enabled Vietnam to establish 
firmer foundations for mid-term growth. Vietnam’s surging 
foreign investment and strong exports represent the main 
factors that fueled economic growth, with its GDP soaring to 
6.7% in 2015, surpassing the government’s target of 6.2%. 
During the year, the State Bank of Vietnam devalued the 
Vietnamese Dong on three occasions, a total reduction of 
3.0% over the year, in a bid to remain competitive against 
the Chinese exports, which received a boost from the 
devalued Yuan. Alongside this, several key trade deals were 
signed, including the landmark Trans-Pacific Partnership 
Agreement (“TPPA”), which is expected to favour Vietnam. 
This will set the scene for the country to strengthen bilateral 
ties with regional and international partners. In parallel with 
Vietnam’s improving performance, the National Assembly of 
Vietnam has approved a resolution on the socio-economic 
development plan for 2016, which sets the goal of a 6.7% 
increase in the country’s GDP and aims to maintain annual 
inflation at below 5.0%.

In line with the overall Malaysian economy, the performance 
of the property market in Malaysia was soft during 2015. 
Demand for residential properties has slowed considerably 
and is evidenced by the drop in the number of loans applied 
for such properties in the period from June to December 
2015. The number of loan applications declined 16.0% 
year-on-year and the value of loans applied for residential 
properties were down 25.0% year-on-year to RM17.5 billion 
in December 2015. Similarly, there was a 3.5% drop in 
the number of property transactions during the first half 
of 2015 compared to the same period in 2014. Despite 
this slowdown nationwide, average property prices are still 
on the rise albeit at a slower pace. A number of property 
developers had downsized their launches as well as sales 
targets, and are focusing on the affordable housing market. 
The property market is expected to remain cautious and 
challenging in 2016 as demand continues to be sluggish 
as a result of rising cost of living, slump in crude oil prices, 
the weakened Ringgit as well as depressed consumer 
sentiment. However, as of the date of this report, the Ringgit 
has rebounded against the backdrop of a dovish tone from 

Federal Reserve and better economic data from China. 
The Ringgit closed at RM3.9/US$1.0 on 15 April 2016 
versus RM4.3/US$1.0 on 31 December 2015.

On the other hand, the Vietnamese property market 
has witnessed early signs of recovery, with considerable 
improvement in 2015. Majority of the development activities 
focused around the residential sector in both Hanoi and 
Ho Chi Minh City. One of the key growth drivers is the 
increased availability of housing credit, to both developers 
and homebuyers. More attractive interest rates, longer 
grace periods and higher loan-to-value ratios offered by the 
banks have also helped to facilitate an overall improvement 
in purchasers’ confidence, thus alleviating the property 
market. The office, retail and industrial sectors have all 
reported improved leasing momentum in 2015 too. With the 
relaxation of the foreign ownership rules with effect from 
1 July 2015, volume of transactions has increased as the 
law allows foreign entities and individuals with valid visas 
to own properties in Vietnam. However, there are fears that 
the rapid growth of the housing and credit market will pose 
threats of a property bubble and a rise in bad debts as 
previously experienced. 

As for the performance of the Group, Aseana Properties 
registered a significant decrease in revenue from US$85.1 
million to US$22.1 million, largely due to the lack of sales 
of major assets during the year, coupled with lower sales 
revenue from SENI Mont’ Kiara (“SENI”) and Tiffani due 
to the dampened Malaysian property market. The Group 
recorded a net loss before taxation of US$20.7 million 
compared to a net profit of US$15.4 million in 2014.
The losses are mainly attributed to the operating losses 
and financing cost of US$12.3 million on City International 
Hospital (“CIH”) and US$4.6 million on Four Points by 
Sheraton Sandakan Hotel (“FPSS”) and Harbour Mall 
Sandakan (“HMS”), together with US$4.6 million of 
impairment relating to FPSS. In addition, Aseana Properties 
recorded a loss on foreign currency translation differences 
of US$15.9 million compared to a loss of US$7.4 million in 
2014, as a result of the weakening of Ringgit against US 
Dollars from RM3.5/US$1.0 as at 31 December 2014 to 
RM4.3/US$1.0 as at 31 December 2015. As highlighted in 
the paragraph above, the Ringgit has since strengthened 
to RM3.9/US$1.0, which will result in a gain on foreign 
currency translation differences if this trend continues to 
the next financial reporting period.

PROGRESS OF PROPERTY PORTFOLIO

Reflecting Malaysia’s economic performance and 
sluggish property market, sales of properties at SENI 
and The RuMa Hotel and Residences (“The RuMa”) have 
been progressing at a slower pace, amidst depressed 
consumer and investment sentiments. Sales at SENI to 
date progressed to approximately 96.7%. Meanwhile, 
sales at The RuMa inched marginally to 52.4% to date, 
based on sales and purchase agreements signed. 
In addition, the business environment and tourism in 
Sabah have remained subdued as a result of a series 
of kidnapping incidents and the disastrous earthquake 
which struck Ranau, near the capital of Kota Kinabalu. 
FPSS recorded an occupancy rate of 36.4% for the 
year ended 31 December 2015, and slid further to 
33.9% to date. The tenancy rate of HMS stands at 
63.6% to date. The outlook for HMS is positive with the 
signing of a number of new tenants, including a large 
bookstore chain, a national cinema chain, and more 
recently, a local mid-market chain of supermarkets 
and a household product retailer. The construction of 
the cinema is underway with its opening planned for 
May 2016. In March 2016, following the commendable 
results of the Aloft Kuala Lumpur Sentral Hotel (“Aloft”), 
Aseana Properties agreed to dispose of the Aloft hotel to 
Prosper Group Holdings Limited for a gross transaction 
value of RM418.7 million (approx. US$104.6 million). 
At the current exchange rates, Aseana Properties will 
record a gain of approximately US$35.9 million from the 
disposal and the transaction is expected to complete in 
Q3 2016. This disposal of one of the key investments 
in the Company’s portfolio represents a significant 
milestone in the divestment investment policy approved 
by shareholders on 22 June 2015, pursuant to which the 
Company is seeking to realise the Company’s assets in 
controlled, orderly and timely manner. 

ASEANA PROPERTIES LIMITED  |  3

During the year, Aseana Properties has also divested 
its 55.0% stake in ASPL PLB-Nam Long Ltd Liability Co, 
the developer of the Waterside Estates residential 
project in Vietnam, to Nam Long Investment Corporation 
(“Nam Long”) and Nam Khang Construction Investment 
Development Limited Liability Company (“Nam Khang”) for 
a cash consideration of US$8.2 million and a repayment 
of shareholder’s loan to ASPL PLB Limited of US$1.0 
million. The shareholder’s loan was an interest free 
advance provided by the Group to ASPL PLB-Nam Long Ltd 
Liability Co in previous financial years for working capital 
purposes. The shareholder’s loan was undertaken by the 
buyer as part of the disposal arrangement. Apart from this, 
Aseana Properties has also successfully realised a total of 
VND118.6 billion (US$5.4 million) of its investment in Nam 
Long through a placement of 5.8 million shares of Nam 
Long as at end of 2015. In April 2016, Aseana Properties 
has successfully disposed of a further 2.0 million Nam 
Long shares at VND22,800 per share, raising a further 
US$2.0 million. Following a subsequent entry of another 
strategic investor and the disposals to date, Aseana 
Properties’ stake in Nam Long now stands at 5.5%. On the 
back of its continuous success in the affordable homes 
market, Nam Long shares have been on a gradual upward 
trend closing at VND22,600 per share on 15 April 2016. 
On the operations side, the performance of CIH has seen 
steady improvement over the year, with a 74.7% increase 
in outpatient volumes, and 79.1% increase in inpatient 
volumes compared to 2014. In line with the Manager’s 
long-term strategy to improve cost effectiveness and to 
increase doctors and patients engagement, Parkway 
Pantai Limited ceased to be the operator of CIH with effect 
from the end of 2015 and Dr. Le Quoc Su, an experienced 
Chief Executive Officer with a proven track record in the 
Vietnamese healthcare sector, has been appointed to lead 
the operations team at CIH.

Further information on each of the Company’s properties is 
set out in the Manager’s report on pages 7 to 9.

FIRST DISTRIBUTION UPDATE 

The Company continues to liaise with its lenders in respect 
of the first intended capital distribution of US$10.0 million. 
Following completion of the disposal of the Aloft hotel, 
expected in Q3 2016, the Manager and the Company 
will engage further with the lenders to seek necessary 
consents for the capital distribution.  Consideration will 
then be given to make further capital distributions based 
on the availability of surplus cash within the Company 
and the receipt of consents from the lenders.  A further 
announcement will be made when there is further clarity on 
the progress and timeline of obtaining these consents.

OUTLOOK

2015 has been yet another challenging year for the 
Company. Although we are not spared the unfavourable 
economic and political conditions in Malaysia, we have 
nevertheless continued to improve the performance of 
the operating assets of the Company to prepare them for 
divestment in the near future. 

The Company has achieved a significant milestone in its 
divestment strategy with the recent announcement of 
the sale of the Aloft hotel. This transaction underlines the 
Company’s commitment to divest its remaining assets 
at the right time and in the right manner. Following the 
completion of this divestment, the net gearing position 
of the Company will reduce from 1.3 to 0.5, placing the 
Group in a stronger financial position to better withstand 
any uncertainties in the economic situation going forward. 

On a personal note, I would like to take this opportunity 
to thank my fellow Directors and the Manager for their 
invaluable commitment and support throughout the 
year. I would also like to extend my sincere gratitude to 
the Government authorities, financiers, shareholders 
and business associates for being supportive of our 
business endeavours.

MOHAMMED AZLAN HASHIM
Chairman

26 April 2016

 
DEVELOPMENT 
MANAGER’S REVIEW

BUSINESS OVERVIEW

2015 was another challenging year for Aseana 
Properties. The slowdown of the Malaysian property 
market is evident in the declining volume of transactions, 
amidst poor overall economic conditions and the
lingering political uncertainties. In addition, the
waning demand for commodities during the year which
caused a sharp decline in revenues from key exports, 
particularly the oil and gas along with the weakening 
of the Malaysian Ringgit against the United States 
(“US”) Dollar and other major currencies, have both 
affected Malaysia’s business confidence and investment 
sentiments. Despite these economic headwinds, the 
Board and the Manager of Aseana Properties remain 
strongly committed to working towards realising 
the Group’s assets, in line with the impending cash 
distributions to shareholders in 2016.

During the year, the Aloft Kuala Lumpur Sentral
Hotel (“Aloft”) was awarded the Gold Winner of the 
International Real Estate Federation (“FIABCI”) World Prix 
d’Excellence Awards 2015 in the hotel category. On the
back of strong operating performance for the past three
years since its opening, Aseana Properties had received
numerous offers from prospective buyers. In March 2016, 
Aseana Properties entered into an agreement to dispose
of the Aloft hotel to Prosper Group Holdings Limited. 
The gross transaction value of the sale is RM418.7 
million (approximately US$104.6 million), which includes 
the purchase of the entire issued share capital of ASPL 
M3B Limited and Iringan Flora Sdn. Bhd. (the “Aloft 
Companies”), and assumption of certain debts, assets
and liabilities of the Aloft Companies. At the current 
exchange rate, Aseana Properties will record a gain of 
approximately US$35.9 million on completion of the
disposal. The transaction is expected to complete in Q3
2016. The disposal represents a significant milestone 
in the divestment policy of the Company which was 
approved by Shareholders on 22 June 2015, pursuant to 
which the Company is seeking to realise the Company’s
assets in a controlled, orderly and timely manner.

However, in line with the broader market, the sales of the 
Group’s other development properties were affected by the 
slower paced economy. Sales of properties at SENI Mont’ 
Kiara (“SENI”) progressed to approximately 96.7% to date. 
Meanwhile, sales at The RuMa Hotel and Residences
(“The RuMa”) progressed marginally to 52.4% to date
based on signed sales and purchase agreements.

In Vietnam, Aseana Properties through its 100.0% owned
subsidiary, disposed of its 55.0% stake in ASPL PLB-Nam 
Long Ltd Liability Co to Nam Long Investment Corporation 
(“Nam Long”) and Nam Khang Construction Investment
Development Limited Liability Company (“Nam Khang”), 
for a cash consideration of US$8.2 million and a repayment 
of shareholder’s loan to ASPL PLB Limited of US$1.0
million. The shareholder’s loan was an interest free advance 
provided by the Group to ASPL PLB-Nam Long Ltd Liability 
Co in previous financial years for working capital purposes.
The shareholder’s loan was undertaken by the buyer as 
part of the disposal arrangement. ASPL PLB-Nam Long, a 
55:45 joint venture company between Aseana Properties
and Nam Long, is the developer of the Waterside 
Estates residential project in District 9, Ho Chi Minh City, 
Vietnam. Separately, Aseana Properties has to date, 
successfully realised VND164.2 billion (US$7.5 million) 
of its investment in Nam Long, through the placement of 
7.8 million shares of Nam Long. Aseana Properties’ stake 
in Nam Long has reduced from 6.9% (as at 31 December
2015) to 5.5% (to date), subsequent to the disposal of 2.0 
million shares in April 2016. The disposal reflects Aseana 
Properties’ on-going effort to strategically divest its holding 
in Nam Long at the appropriate time and price. 

Above:
Aloft Kuala Lumpur Sentral Hotel
Kuala Lumpur

Right:
The RuMa Hotel and Residences
Kuala Lumpur

4 | ASEANA PROPERTIES LIMITED

During the year, shareholders of Aseana Properties 
approved the proposals for the continuation of Aseana 
Properties for the next three years to June 2018, 
adoption of a new divestment policy and its intention to 
make capital distributions to shareholders. Shareholders’ 
approval on the compulsory redemption mechanism to 
return cash has also been obtained and the Manager 
has submitted applications for lenders’ consents over 
the first distribution of US$10.0 million. Consents 
from certain lenders for the first distribution remain 
outstanding at the date of this publication as a result of 
the uncertain economic condition and outlook in Malaysia. 
Following the announcement of the disposal of Aloft, the 
Company continues to liaise with its lenders in respect of 
the first intended capital distribution of US$10.0 million. 
Consideration will then be given to make further capital 
distributions depending on the availability of surplus cash 
within the Company and the receipt of consents from 
the lenders. A further announcement will be made when 
there is further clarity on the progress and timeline of 
obtaining these consents.

MALAYSIA ECONOMIC UPDATE

Malaysia had a tumultuous year in 2015 with the 
seemingly bottomless decline in oil prices and also 
the dim global economic outlook.  With contracting 
growth, rising inflation, continuous high levels of capital 
flight, declining currency as well as poor consumer 
and investor’s confidence, the outlook for the year 
ahead does seem to be a gloomy one. The Malaysian 
economy grew at a moderate pace achieving a 4.5% 
gross domestic product (“GDP”) growth for the last 
quarter of 2015 and a 5.0% growth for the whole of 
2015. This is 1.0% lower than the GDP growth of 6.0% 
recorded back in 2014. In this economic environment, 
the Malaysian economy is expected to experience more 

moderate growth in 2016. In tandem with the declining 
GDP growth, the Ringgit has been crippled by contracting 
exports and capital flight in anticipation of the Federal 
Reserve rate hike as well as the slowdown in China. The 
Ringgit experienced its biggest annual drop since 1997, 
falling 19.0% in 2015 to RM4.3/US$1.0. This has further 
been exacerbated by the political headwinds in the 
country due to the widely publicised issues at 1MDB’s 
sovereign investment fund. However, the Ringgit has 
rebounded, closing at RM3.9/US$1.0 on 15 April 2016 
versus RM4.3/US$1.0 on 31 December 2015. On a side 
note, the implementation of the Goods and Services Tax 
(“GST”) in April 2015 and the removal of the fuel subsidy 
system during the year were actually blessings in disguise 
for the country as they provided strong fiscal safeguards 
and acted as built-in stabilisers for the country’s 
economy. On the back of a slower economic growth, 
the Malaysian Government has recently announced a 
revised 2016 Budget in a bid to optimise the country’s 
development and operational expenditures. 

Despite the headwinds faced by the economy, Fitch 
Ratings has affirmed Malaysia’s Long-Term Foreign- and 
Local-Currency Issuer Default Ratings (“IDRs”) at “A-” 
and “A” respectively, with “Stable Outlooks”. Likewise, 
Moody’s Investors Service has also affirmed Malaysia’s 
issuer and senior unsecured bond ratings at “A3”. 
However, Moody’s has cut the outlook on the sovereign 
rating to “stable” from “positive”, due to the negative 
impact of changes in the external environment on the 
growth of the nation’s economy.

Malaysia has recently signed the Trans-Pacific 
Partnership Agreement (“TPPA”) which involves 12 Pacific 
Rim countries. The TPPA is aimed at promoting economic 
integration through liberalisation of trade and investment 
as well as to spur economic growth and social benefits. 
Among other things, the agreement contains measures 

to lower trade barriers such as tariffs and measures 
to establish an investor-state dispute settlement 
mechanism. The TPPA will provide Malaysian-owned 
businesses wider access to international markets and it 
will support the objective of the government of Malaysia 
to attract more foreign direct investment (“FDI”) going 
forward. Malaysia is currently the third largest recipient of 
foreign direct investment in the Association of Southeast 
Asian Nations (“ASEAN”) and in 2015, the net inflow from 
FDI amounted to a total of RM39.5 billion as compared to 
RM35.3 billion last year.  

VIETNAM ECONOMIC UPDATE

In contrast to most of the sub-regional economies, the 
recovery in the Vietnamese economy gained noticeable 
momentum in 2015, with solid GDP growth of 6.7%. 
The robust growth exceeded the target of 6.2% and 
is the highest growth recorded over the past five 
years. This has been supported by the record-high 
foreign investment, buoyant domestic consumption 
and strong exports which rose 8.1% to achieve a 
turnover of US$162.4 billion in 2015. Additionally, 
decisive efforts and remedial measures taken by the 
Vietnamese Government have indeed helped to solidify 
the macroeconomic stability in spite of the turbulence 
in the external environment. In 2015, Vietnam signed 
four significant trade pacts which are expected to bring 
great benefits to the country’s export market. The deals 
include the TPPA with the United States and ten other 
nations in the Pacific Rim, the free trade agreement 
with the Russia-led Eurasian Economic Union and the 
trade accords with the European Union and South 
Korea. The TPPA is expected to bring significant benefits 
to Vietnam once the deal takes effect and will serve as 
a critical anchor for the next phase of structural reforms 
in Vietnam.

ASEANA PROPERTIES LIMITED  |  5

DEVELOPMENT 
MANAGER’S REVIEWcont’d

Vietnam’s consumer price index (“CPI”) posted a year-on-
year rise of 0.6% in 2015, marking the lowest increase in 
14 years, largely as a result of tumbling crude oil prices. 
This also underlines the effectiveness of measures taken 
by the Vietnamese Government to ensure macroeconomic 
stability over the last few years. Benign inflation leads to 
low interest rates and will curb pressures for inflation-linked 
wage increases. These in turn will aid to shape a stable 
economic environment that is appealing to foreign investors. 
Furthermore, the aggressive move by the State Bank of 
Vietnam (“SBV”) to devalue the Dong by 1.0% against the 
US Dollar for the third time in 2015, has been seen as an 
attempt to keep the country’s exports competitive in the 
wake of the surprise devaluation of the Chinese Yuan. 
Despite the devaluations in 2015, the Vietnamese Dong has 
been one of the more resilient emerging market currencies 
in Asia, most of which have been experiencing downward 
trends in recent months.  

Additionally, Vietnam is also getting a lift from its 
record high FDI in 2015, underpinned by the country’s 
burgeoning attractiveness as an investment destination 
in view of its geographic advantage, low labour and 
operating costs as well as Vietnam’s participation in 
the various trade pacts. In 2015, Vietnam successfully 
attracted foreign investments of US$22.8 billion and a 
total disbursed capital of US$14.5 billion. This represents 
a surge of 12.5% and 17.4% respectively compared to 
2014. The manufacturing and processing sector emerged 
as the most attractive sector to foreign investors, taking 
a 67.0% share of the total registered FDI, followed by the 
energy production and distribution sector at 12.4% and 
the real estate sector at 10.5%. 

PORTFOLIO REVIEW

MALAYSIA

Property Market Review
Plagued by domestic and external headwinds, it is 
understandable that the performance of the Malaysian 
property market in almost all regions was lacklustre during 
the year. Despite the falling number of transactions and 
fl at market sales, property prices continued to increase, 
albeit at a slower rate, driven by higher costs and also 
as a result of the implementation of GST in April 2015. 
The country’s property market has been further softened 
by the weak Ringgit and plunging oil and commodity 
prices. The once resilient market has now turned into a 
market fi lled with hesitancy as many potential buyers and 
investors are adopting the “wait and see” approach. As 
a result of various cooling measures, softening demand 
and a slowdown in the economy, market sentiment for 
residential properties remains cautious going forward.

On the fl ip side, the challenging market conditions have 
brought greater levels of creativeness in marketing 
strategies and product innovations with more projects 
offering ‘easy’ or installment payment schemes to 
purchasers to boost sales. The on-going and upcoming 

In March 2016, Aseana Properties 
announced that it agreed to 
dispose of the Aloft hotel to 
Prosper Group Holdings Limited 
for a gross transaction value of 
RM418.7 million (approximately 
US$104.6 million), which included 
the purchase of the entire issued 
share capital of ASPL M3B Limited 
and Iringan Flora Sdn. Bhd.

infrastructure works that include the Light Rail Transit 
(“LRT”) extension lines and Mass Rail Transit (“MRT”) 
lines will aid more transit oriented developments along 
these transportation routes. Furthermore, Kuala Lumpur 
City Hall (“DBKL”) has announced a 50.0% discount 
on development charges for high-density projects 
commencing September 2015. This discount will serve as 
an incentive to encourage developers to continue building 
in the city despite the unfavourable economy and market 
conditions. In order to obtain the discount, developers 
are required to fulfi ll two qualifying criteria which include 
an increase in allowable density, whereby the approved 
development’s density or plot ratio must be more than the 
standard set in the Kuala Lumpur Draft Plan 2020, and an 
upgrade in land use zoning, which involves the change of 
land use to a higher status in the zoning hierarchy.

The retail market was soft in 2015 as consumer sentiment 
weakened following the implementation of the GST in April 
2015, coupled with the weak local currency and road toll 
hikes. Occupancy rates for the last quarter of 2015 fell 
to 82.5% while the market rentals and prices remained 
stable. The majority of retailers are adopting a cautious 
approach in their expansion plans amid poor sales 
performance and reduced profi tability.

Meanwhile, the hospitality sector of Malaysia experienced 
a slump in 2015 due to the slowdown in the global and 
local economies, which resulted in numerous companies 
reducing their business travelling, meetings and seminars. 
In addition, the adverse economic conditions have also 
affected the holiday patterns of Malaysians with a large 
proportion cutting back on travelling budgets. During the 
fi rst ten months of 2015, Malaysia recorded a total of 21.1 
million tourists, representing a decrease of 7.6% compared 
to the same period in 2014. In a bid to boost the country’s 
tourism industry, the Malaysian Government will be 
introducing new measures such as e-visa applications 
and increasing promotional activities in target markets. 
Furthermore, the Government has also launched a 
visa-free entry programme for tourists from China since 
October 2015. With slow demand and a healthy pipeline of 
future supply, in February 2016, the Government decreed 
that DBKL will no longer issue licences for construction 

6  |  ASEANA PROPERTIES LIMITED

(cid:129)  Aloft Kuala Lumpur Sentral Hotel 

 The Aloft Kuala Lumpur Sentral Hotel (“Aloft”) is part 
of the Kuala Lumpur Sentral project which consists of 
two offi ce towers and a business class hotel, centrally 
located in Kuala Lumpur’s urban transportation hub 
and was jointly developed by Aseana Properties and 
Malaysian Resources Corporation Berhad (“MRCB”) on 
a 40:60 basis. The 482-room Aloft hotel is managed 
by Starwood Asia Pacifi c Hotels & Resort Pte Ltd under 
the ‘Aloft’ brand name and operations of the hotel 
commenced on 22 March 2013. 

 During the year, the Aloft hotel bagged several awards 
signifying its notable performance such as the Gold 
Award at the FIABCI World Prix d’Excellence Awards 
2015 in the hotel category, Malaysia’s Expatriate 
Lifestyle Magazine Best Short Stay and Best Hotel 
Experience Excellence Awards 2015, TripAdvisor’s 
Certifi cate of Excellence Winner 2015 and TripAdvisor’s 
Travellers’ Choice Winner 2015. 

 In March 2016, Aseana Properties announced that it 
agreed to dispose of the Aloft hotel to Prosper Group 
Holdings Limited for a gross transaction value of 
RM418.7 million (approximately US$104.6 million), 
which included the purchase of the entire issued 
share capital of ASPL M3B Limited and Iringan Flora 
Sdn. Bhd. (the “Aloft Companies”), and assumption 
of certain debts, assets and liabilities of the Aloft 
Companies. Aseana Properties will be recording a gain 
of approximately US$35.9 million on the completion of 
the disposal and the proceeds from the disposal will 
be used to fully repay the Medium Term Note (“MTN”) 
issued for the Aloft hotel, and to partly repay the MTNs 
issued for Harbour Mall Sandakan (“HMS”) and Four 
Points by Sheraton Sandakan (“FPSS”). The transaction 
is expected to complete in Q3 2016.

(cid:129)  Sandakan Harbour Square

 Sandakan Harbour Square, which is wholly-owned 
by Aseana Properties, is an urban redevelopment 
project in the commercial centre of Sandakan, Sabah. 
Sandakan is a ‘Nature City’ with a population of 
approximately 500,000, with eco-tourism and palm oil 
plantations as the main drivers of the local economy. 
The Sandakan Harbour Square project consisted of 

four phases, whereby Phases one and two comprised 
129 shop lots that are now fully sold, while Phases 
three and four consist of the fi rst retail mall, Harbour 
Mall Sandakan and the fi rst international four-star hotel 
in Sandakan, known as the Four Points by Sheraton 
Sandakan Hotel. 

 HMS and FPSS commenced business in July and May 
2012 respectively. The occupancy rate at the Harbour 
Mall Sandakan is currently recorded at 63.6%. Notable 
tenants in the mall include Popular Bookstore, Levi’s, 
The Body Shop, Watson’s and McDonald’s amongst 
others. In addition, a national cinema chain, Lotus Five 
Star, is also due to open its fi rst cinema in Sandakan 
at HMS in May 2016. The Manager has also recently 
secured the tenancies of TKS Grocer, a local mid-
market chain of supermarkets and Mr. DIY, a household 
product retailer. Leasing activities at Harbour Mall 
Sandakan to both local and international retailers are 
still ongoing. Meanwhile, FPSS recorded an occupancy 
rate of 33.9% to date, with an ADR of RM222.9. 
The management of FPSS continues to improve the 
effi ciency of its operations and to work with the relevant 
authorities to improve tourist arrivals to Sandakan. 
The business condition in Sabah continues to suffer 
from a number of unfortunate events during the year. 
The disastrous earthquake which struck Ranau, near 
the capital city of Kota Kinabalu and also a number 
of kidnapping incidents have brought on negative 
sentiments to Sabah’s business environment and 
tourism. These events have affected the performance 
of both HMS and FPSS during the past twelve months. 

Left:
E-homes by Nam Long
Ho Chi Minh City

Below:
SENI Mont’ Kiara
Kuala Lumpur

of new hotels in the federal capital until further notice. 
The ruling applies to all types of hotels ranging from the 
6-star establishments to budget hotels. However, hotels 
that have already received planning permission but have 
yet to start construction will not be affected.  

Aseana Properties has six investments in Malaysia, 
ranging from residential properties, hotels, commercial 
offi ces to a retail mall:

(cid:129)  SENI Mont’ Kiara

 Owned 100.0% by Aseana Properties, SENI Mont’ Kiara 
is an upmarket condominium development situated on 
one of the highest points in Mont’ Kiara. Construction 
was completed in 2011. The project consists of two 
12-storey blocks and two 40-storey blocks, comprising 
605 residential units. The majority of units command 
impressive views of the city skyline including the 
88-storey Petronas Twin Towers and the KL Tower. 

 Sales at SENI Mont’ Kiara have progressed to 96.7% 
to date.  

The bridging loan for the project was fully repaid in 2013.   

(cid:129)  Tiffani by i-ZEN

 Tiffani by i-ZEN, wholly-owned by Aseana Properties, 
is a completed luxury condominium project located 
in Mont’ Kiara. To date, 99.7% of the 399 residential 
units have been sold. The debt on the project has 
been fully repaid. 

(cid:129)  The RuMa Hotel and Residences 

 This project is strategically located in the heart of Kuala 
Lumpur City Centre (“KLCC”) on Jalan Kia Peng, near 
neighbouring landmarks such as the Grand Hyatt Kuala 
Lumpur, KLCC Convention Centre, Suria KLCC shopping 
mall, KLCC Park and the world famous Petronas Twin 
Towers. Aseana Properties owns 70.0% of this project 
and 30.0% is owned by Ireka Corporation Berhad. 
The project consists of 199 units of luxury residences, 
The RuMa Residences, and a 253-room luxury 
bespoke hotel, The RuMa Hotel, on the 43,559 sq ft of 
development land. The RuMa Hotel will be managed 
by Urban Resort Concepts, a renowned bespoke hotel 
management company based in Shanghai, which 
created and now operates the award-winning The Puli 
Hotel in Shanghai.

 Construction of the main building is underway and 
completion is expected in Q3 2017. The sales launch for 
The RuMa Hotel and Residences was held on 8 March 
2013. Sales at The RuMa Hotel and Residences have 
been affected by the cooling measures imposed by the 
Government to curb property speculation. To date, 
the total sales at both The RuMa Hotel and Residences 
have increased marginally to approximately 52.4% 
based on the sales and purchase agreements signed. 
A further 3.1% has been booked with deposits paid. 
The Manager has conducted various marketing and 
advertising campaigns during the year to boost sales, 
both locally and internationally and is now planning for 
more similar activities in 2016. 

 The land was part fi nanced by a term-loan facility of 
RM65.3 million (US$15.2 million), which was fully 
drawn down. RM29.4 million (US$6.8 million) of the 
term loan was repaid during 2015 thus reducing the 
outstanding loan to RM35.9 million (US$8.4 million) as 
at 31 December 2015. The development of the project 
is funded by progressive payments from buyers.

ASEANA PROPERTIES LIMITED  |  7

 
 
  
 
 
 
 
 
 
 
 
 
 
 
DEVELOPMENT 
MANAGER’S REVIEWcont’d

Vietnam welcomed 7.9 million international visitors in 
2015, a slight drop of 0.2% as compared to the same 
period last year. The lingering concerns over the anti-
Chinese protests back in 2014 together with a slowing 
Chinese economy have caused a drop in the number 
of visitors from Vietnam’s largest single tourist market, 
China. However, the Vietnamese Government introduced 
its visa exemption policy on 1 July 2015, offering waivers 
to 22 countries in Europe and Asia, including Britain, 
France, Germany, Russia and the nine other ASEAN 
member states, for visits of 15 days or less. Additionally, 
the government will be looking to further relax visa 
regulations via regional cooperation agreements to boost 
tourist arrivals. 

Above:
Four Points by Sheraton Sandakan 
Sabah

Below:
Harbour Mall Sandakan
Sabah

Right:
City International Hospital in 
International Healthcare Park 
Ho Chi Minh City

 The project is funded by guaranteed medium term 
notes of RM245.0 million (US$57.1 million) which is 
part of the RM515.0 million (US$119.9 million) MTN 
programme announced in November 2011. The MTNs were 
fully issued as at 31 December 2011. It is envisaged 
that approximately RM125.0 million (US$29.1 million) 
from the disposal proceeds of Aloft hotel will be used 
to settle a portion of the MTN of Sandakan Harbour 
Square, upon completion of the Aloft hotel sale 
transaction in Q3 2016.

(cid:129)  Kota Kinabalu Seafront resort & residences
 Facing the South China Sea, this project is intended 
to be a resort-themed development consisting of a 
boutique resort hotel, resort villas and resort homes 
at the seaside area in Kota Kinabalu, Sabah. Aseana 
Properties acquired three adjoining plots of land 
amounting in aggregate to approximately 80 acres 
in September 2008 with the intention of developing 
a hotel, villas and resort homes. Marketing efforts to 
dispose of the land are on-going. However, similar to the 
Sandakan Harbour Square properties, the prospects have 
been affected by the subdued business environment 
and tourism in Sabah.

VIETNAM

Property Market Review
The Vietnamese property market has achieved signifi cant 
growth in the last year, as refl ected in the rising number 
of successful transactions, new projects, decreasing 
inventories and availability of credit. Driven largely by 
the strong domestic growth and steady progress in 
restructuring the economy, the recent developments in 
the market are undoubtedly positive. In addition, with the 
implementation of the 2014 Law on Housing and Real 
Estate Business on 1 July 2015, foreign individuals and 
companies are able to buy and own residential property 
in the country as long as they have a valid visa. However, 
due to the rapid growth of real estate loans, the SBV has 
issued a guideline to all banks and credit institutions 

to enforce greater scrutiny on loans given to property 
purchasers to safeguard the quality of credit growth.

The residential market showed remarkable recovery 
in 2015, with numerous property launches, positive 
sales volume and improved prices, particularly for the 
mid-to-high end properties in both Hanoi and Ho Chi 
Minh City (“HCMC”). 2015 saw more than 41,787 units 
of condominium being launched from 78 projects mostly 
in the East (47.0%) and the South (27.0%) of HCMC, an 
increase of 122.0% year-on-year. Meanwhile, in Hanoi, 
more than 28,300 units of apartment were up for sale 
in 2015, an increase of 70.0% compared to 2014. 
The overall market sentiment remained encouragingly 
positive throughout the year. 2015 ended with a record 
high sales volume with an estimated 36,160 units being 
sold in HCMC, up by 98.0% year-on-year, and more than 
21,200 units were sold in Hanoi.  

Likewise, the Vietnamese offi ce market’s average 
occupancy peaked at 94.0% in the last quarter of 2015, 
its best performance in the last fi ve years. In addition, 
total supply of offi ces increased by 4.0% quarter-on-
quarter and 8.0% year-on-year to 1.6 million square 
metres. The increase in demand refl ects growth in the 
country’s GDP and FDI capital which were helped by the 
introduction of the revised real estate law and the signing 
of trade agreements. On the retail front, retail stock in 
HCMC increased by 7.0% quarter-on-quarter as a result 
of the opening of a few shopping centres, namely the 
Pearl Plaza at Binh Thanh District and Vincom MegaMall 
Thao Dien at District 2. In parallel with rising FDI, 
foreign retailing giants are establishing large shopping 
centres and are offering aggressive rents which raised 
the occupancy rate to approximately 94.0%. However, 
average rental rate in the last quarter of 2015 dropped 
by 6.0% quarter-on-quarter due to the entrance of new 
projects offering competitive rents. With the easing tariffs 
under the TPPA, Vietnam’s attractiveness to international 
retailers will be further enhanced.  

8  |  ASEANA PROPERTIES LIMITED

 
 
 The business performance of Nam Long continues 
to be on a positive track with the “E-homes” being its 
main revenue driver. Nam Long is one of the pioneer 
developers of affordable housing in Vietnam and 
“E-homes” is a well recognised brand for affordable 
apartments in Vietnam. Nam Long achieved a year-
on-year net profi t increase of 113.0% and has also 
successfully sold 691 units of affordable housing 
during last quarter of 2015, raking in a total of 1,969 
units of total sales in 2015 which represents an 
increase of 47.0% compared to 2014. On 14 January 
2016, the Board of Directors of Nam Long approved 
the issuance of convertible bonds to strategic 
investors to fund its land bank and project expansion. 
For the year ended 2015, Nam Long reported an 
unaudited revenue of VND1,258.5 billion (US$55.9 
million) and its unaudited net profi t after tax stood at 
VND208.5 billion (US$9.3 million). 

(cid:129)  Waterside Estates 

 The Waterside Estates was initially planned as a low 
density development comprising 37 villas (Phase 1) 
and 460 apartment units (Phase 2) set in a lush green 
landscape, with the river-front view of the Rach Chiec 
River. As part of the realisation plan announced in 
2015, Aseana Properties disposed of its 55.0% stake in 
the project for a cash consideration of US$8.2 million 
and a repayment of shareholder’s loan to ASPL PLB 
Limited of US$1.0 million, with a gain of US$0.7 million. 
The shareholder’s loan was an interest free advance 
provided by the Group to ASPL PLB-Nam Long Ltd 
Liability Co in previous financial years for working capital 
purposes. The shareholder’s loan was undertaken by the 
buyer as part of the disposal arrangement.

OUTLOOK

Despite a tough 2015, the Manager, together with the 
Board of Directors of Aseana Properties, continued to 
remain focused on divesting investments in its portfolio 

and enhancing the value of its operating assets through 
diligent management. The Board of Directors and 
Manager are strongly committed to returning capital to 
shareholders, as iterated earlier, as soon as lenders’ 
consents are received. 

The market conditions in Malaysia are expected to remain 
sluggish due to a number of factors, namely the falling 
Ringgit, political uncertainty as well as reducing oil and 
commodity prices. The pace of the economy in both the 
external and internal markets is affecting all economic 
sectors and the property sector is no exception. In line with 
the lacklustre 2016 Budget and with continuous cautious 
lending practices by local banks, most property developers 
will foresee a somewhat bleak property market this year. 
On the fl ip side, the conditions in Vietnam have been 
recovering well and 2015 has marked a new turning point 
for Vietnam’s economy, hence creating a solid foundation 
for the country towards achieving greater and more 
sustainable growth. This will hopefully benefi t Aseana 
Properties’ investments in Vietnam as we look to divest 
them in a timely and strategic manner. 

In closing, we would like to thank the Board of Aseana 
Properties, our advisers and business associates for their 
support and guidance throughout 2015.

LAI VOON HON
President / Chief Executive Offi cer
Ireka Development Management Sdn. Bhd.
Development Manager

26 April 2016

Aseana Properties currently has three investments in 
Vietnam. The highlights are as follow: 

(cid:129)   International Healthcare Park and

City International Hospital 
 The International Healthcare Park (“IHP”) is a 
planned mixed development over 37.5 hectares of 
land comprising world-class private hospitals, mixed 
commercial, hospitality and residential developments. 
This development is located in the Binh Tan District, 
close to Chinatown and is approximately 11 km from 
District 1, the central business and commercial 
district of HCMC. Aseana Properties has a 71.1% stake 
in this development and its joint venture partner, Hoa 
Lam Group holds a signifi cant minority stake together 
with a consortium of investors from Singapore, 
Malaysia and Vietnam. Approximately 20 hectares 
will be dedicated to the hospital and commercial 
developments and fi ve hectares have been allocated 
for residential developments. Out of a total of 19 plots 
of land, to date three plots have been sold.

 Construction commenced with the fi rst phase of the 
320-bed City International Hospital (“CIH”) in May 
2010 and completed in March 2013. CIH commenced 
business on 24 September 2013 and its offi cial 
opening was subsequently held on 5 January 2014. 
CIH is a modern private care hospital conforming to 
international standards with 320 beds (Phase 1: 168 
beds). Parkway Pantai Limited has ceased to be the 
operator of CIH with effect from 31 December 2015. 
This is in line with the Manager’s long-term strategy to 
localise the management of the hospital to optimise 
operating costs and to improve doctors and patients 
engagement for CIH. The hospital has appointed Dr. Le 
Quoc Su as the Chief Executive Offi cer (“CEO”) to lead 
the operations team. Prior to joining CIH, Dr. Su was the 
Group CEO of Hoan My Medical Corporation, Vietnam’s 
largest healthcare group.

 To part fi nance the payment for the land and working 
capital, the joint venture companies have secured total 
loan facilities of US$24.7 million, of which US$19.4 
million had been drawn down and remains outstanding 
as at 31 December 2015. The development of City 
International Hospital is funded by a syndicated term 
loan of US$43.3 million and a revolving credit facility 
of US$1.0 million, of which US$41.6 million remains 
outstanding as at 31 December 2015. 

(cid:129)  Nam Long Investment Corporation

 In 2008, Aseana Properties acquired a strategic 
minority stake in Nam Long, a private property 
development company in Vietnam with market 
leadership in the low to medium-end segment of the 
market. Nam Long was subsequently listed on the Ho 
Chi Minh Stock Exchange on 8 April 2013. To date, 
Aseana Properties has successfully realised VND164.2 
million (US$7.5 million) of its investment in Nam 
Long, through the placement of 7.8 million shares of 
Nam Long.  Aseana Properties’ stake in Nam Long 
has reduced from 6.9% (as at 31 December 2015) 
to 5.5% (to date), subsequent to the disposal of 
2.0 million shares in April 2016. The other notable 
foreign shareholders in Nam Long are Keppel Land, 
Goldman Sachs, Mekong Capital and International 
Finance Corporation. 

ASEANA PROPERTIES LIMITED  |  9

 
 
 
 
 
 
PROPERTY PORTFOLIO

AS AT 31 DECEMBER 2015

PROJECT 

TYPE 

EFFECTIVE 
OWNERSHIP 

APPROXIMATE 
GROSS FLOOR AREA 
 (SQ M) 

APPROXIMATE 
LAND AREA
(SQ M) 

SCHEDULED COMPLETION

COMPLETED PROJECTS

Tiffani by i-ZEN 
Kuala Lumpur, Malaysia

Luxury condominiums 

100.0% 

81,000 

15,000 

Completed in August 2009

1 Mont’ Kiara by i-ZEN 
Kuala Lumpur, Malaysia 

Offi ce suites, offi ce tower 
and retail mall

100.0% 

96,000 

14,000 

Completed in November 2010

SENI Mont’ Kiara  
Kuala Lumpur, Malaysia 

Luxury condominiums 

100.0% 

225,000 

36,000 

Sandakan Harbour Square 
Sandakan, Sabah, Malaysia 

Retail lots, hotel and 
retail mall 

100.0% 

126,000 

48,000 

Phase 1: Completed in April 2011
Phase 2: Completed in October 2011 

Retail lots: Completed in 2009
Retail mall: Completed in March 2012
Hotel: Completed in May 2012

Aloft Kuala Lumpur Sentral Hotel 
Kuala Lumpur, Malaysia 

Business-class hotel  
(a Starwood Hotel) 

100.0% 

28,000 

5,000 

Completed in January 2013

Private general hospital 

71.1%* 

48,000 

25,000 

Completed in March 2013

Phase 1: City International Hospital,  
International Healthcare Park, 
Ho Chi Minh City, Vietnam

PROJECT UNDER DEVELOPMENT

The RuMa Hotel and Residences 
Kuala Lumpur, Malaysia 

Luxury residential tower 
and boutique hotel

70.0% 

40,000 

4,000 

Third quarter of 2017

LISTED EQUITY INVESTMENT

Listed equity investment in  
Nam Long Investment Corporation, 
an established developer in 
Ho Chi Minh City, Vietnam

UNDEVELOPED PROJECTS

Other developments in  
International Healthcare Park,  
Ho Chi Minh City, Vietnam  
(formerly International Hi-Tech 
Healthcare Park) 

Listed equity investment  

6.9% 

n/a 

n/a 

n/a

Commercial and 
residential development
with healthcare theme

71.1%* 

972,000 

351,000 

n/a

Kota Kinabalu Seafront  
resort & residences  
Kota Kinabalu, Sabah, Malaysia 

i.  Boutique resort hotel 
    and resort villas 
ii. Resort homes 

100.0%

80.0% 

n/a 

327,000 

n/a

DIVESTED PROJECTS

Waterside Estates  
Ho Chi Minh City, Vietnam 

Kuala Lumpur Sentral 
Offi ce Towers & Hotel 
Kuala Lumpur, Malaysia

*Shareholding as at 31 December 2015

n/a: Not available / not applicable

Villa and high-rise 
apartments 

Offi ce towers and 
a business hotel 

55.0% 

94,000 

57,000 

n/a

40.0% 

107,000 

8,000 

Offi ce towers: Completed in December 2012 
Hotel: Completed in January 2013

10  |  ASEANA PROPERTIES LIMITED

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
SHARE PRICE CHART

)
$
S
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(

I

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S

0.60

0.50

0.40

0.30

0.20

600

500

400

300

200

100

0

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’
0
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(

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JAN
15

FEB
15

MAR
15

APR
15

MAY
15

JUN
15

JUL
15

AUG
15

SEP
15

OCT
15

NOV
15

DEC
15

Aseana 

 FTSE All Share 

 FTSE 350 Real Estate 

 Volume 

PERFORMANCE SUMMARY

YEAR ENDED 
31 DECEMBER 2015 

YEAR ENDED
31 DECEMBER 2014

TOTAL RETURNS SINCE LISTING

Ordinary share price 
FTSE All-share index 
FTSE 350 Real Estate Index 

ONE YEAR RETURNS 

Ordinary share price 
FTSE All-share index 
FTSE 350 Real Estate Index 

CAPITAL VALUES 

Total assets less current liabilities (US$ million) 
Net asset value per share (US$) 
Ordinary share price (US$) 
FTSE 350 Real Estate Index 

DEBT-TO-EQUITY RATIO 

Debt-to-equity ratio 1 
Net debt-to-equity ratio 2 

EARNINGS PER SHARE

Earnings per ordinary share  – basic (US cents) 

– diluted (US cents) 

NOTES:
1 Debt-to-equity ratio = (Total Borrowings ÷ Total Equity) x 100%

2 Net debt-to-equity ratio = (Total Borrowings less Cash and Cash Equivalents less Held-For-Trading Financial Instrument ÷ Total Equity) x 100%

ASEANA PROPERTIES LIMITED  |  11

-55.00% 
3.38% 
-37.33% 

0.00% 
-2.50% 
8.22% 

197.75 
0.61 
0.45 
587.81 

142.74% 
125.28% 

(7.44) 
(7.44) 

-55.00%
6.03%
-42.09%

2.27%
-2.13%
15.72%

310.16
0.76
0.45
543.17

127.64%
110.04%

4.29
4.29

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FINANCIAL REVIEW

INTRODUCTION

The Group recorded comprehensive losses for the 
fi nancial year ended 31 December 2015, mainly due 
to losses of its operating assets and foreign currency 
translation differences for foreign operations.

STATEMENT OF COMPREHENSIVE
INCOME

The Group registered a decrease in revenue from 
US$85.1 million in 2014 to US$22.1 million in 2015; 
and a net loss before taxation of US$20.7 million as 
compared to a net profi t before taxation of US$15.4 
million in 2014. The net loss included operating losses 
attributable to City International Hospital of about 
US$12.3 million, Four Points by Sheraton Sandakan 
Hotel and Harbour Mall Sandakan totalling about 
US$4.6 million, together with impairment loss on cost 
of acquisition and goodwill in relation to Four Points by 
Sheraton Sandakan Hotel totalling US$4.6 million.

Net loss attributable to equity holders of the parent 
was US$15.8 million in 2015, compared to a net profi t 
of US$9.1 million in 2014. Tax charge for 2015 was 
lower at US$1.3 million (2014: US$9.4 million) due to 
corresponding lower revenue.

The consolidated comprehensive loss for the year ended 
31 December 2015 was US$35.7 million compared to 
a consolidated comprehensive loss of US$1.2 million in 
2014. The former included losses arising from foreign
currency translation differences for foreign operations 
of US$15.9 million (2014: Loss of US$7.4 million) due
to weakening of Ringgit against US Dollars from 3.4965
as at 31 December 2014 to 4.2937 as at 31 December 
2015; and an increase in the fair value of shares in
Nam Long Investment Corporation (“Nam Long”) of 
US$2.19 million (2014: Increase of US$0.13 million). 
The carrying amount of shares in Nam Long was US$9.9 
million as at 31 December 2015 (2014: US$12.8 million), 
following the disposal of 5,800,000 number of shares for 
a consideration of US$5,359,000, recording a gain on 
disposal of US$806,000.

Basic and diluted loss per share for the year ended 
31 December 2015 were both US cents 7.44 (2014: 
Earnings per share of US cents 4.29).

STATEMENT OF FINANCIAL POSITION

Total assets at 31 December 2015 were US$368.9 
million, compared to US$445.4 million for 2014, 
representing a decrease of US$76.5 million. The 
decrease was mainly due to a decrease in inventories 
following the disposal of completed units of SENI Mont’ 
Kiara and Tiffani, the disposal of the ASPL PLB Limited’s 
55% equity interest in ASPL PLB-Nam Long Ltd Liability 
Co, a subsidiary of the Group owning the Waterside
Estates project, the disposal of some shares in Nam
Long and translation effect due to weaker Ringgit against 
US Dollars. Cash and cash equivalents were lower at
US$23.0 million (2014: US$26.0 million). Included in the 
other receivables at 31 December 2015 is US$6.4 million 
representing the balance of consideration receivable for 
the disposal of the Group’s 55% equity interest in ASPL 
PLB-Nam Long Ltd Liability Co, a subsidiary of the Group.
Other receivables also includes an interest free advance 
of US$1.0 million which was provided by the Group to
ASPL PLB-Nam Long Ltd Liability Co in previous fi nancial 

years in the form of a shareholder’s loan for working 
capital purposes. The shareholder’s loan was undertaken 
by the buyer as part of the disposal arrangement.

DIVIDEND

No dividend was declared or paid in 2015.

PRINCIPAL RISKS AND 
UNCERTAINTIES

A review of the principal risks and uncertainties facing 
the Group is set out in the Directors’ Report.

TREASURY AND FINANCIAL RISK 
MANAGEMENT

The Group undertakes risk assessments and 
identifi es the principal risks that affect its activities. 
The responsibility for the management of each key 
risk has been clearly identifi ed and delegated to the 
senior management of the Development Manager. The 
Development Manager’s senior management team is 
involved in the day-to-day operation of the Group. 

A comprehensive discussion on the Group’s fi nancial 
risk management policies is included in the notes to the 
fi nancial statements.

MONICA LAI VOON HUEY
Chief Financial Offi cer
Ireka Development Management Sdn. Bhd.
Development Manager

26 April 2016

The balance of consideration receivable of US$6.4 
million was subsequently received on 13 January 
2016, while US$0.9 million out of the US$1.0 million 
shareholder’s loan was received on 3 March 2016. 

Total liabilities have decreased from US$274.7 million 
in 2014 to US$237.4 million in 2015, a decrease of 
US$37.3 million. This was mainly due to translation 
differences for the Medium Term Notes (“MTNs”) due 
to weakening of Ringgit against US Dollars during the 
fi nancial year. Net Asset Value per share at 31 December 
2015 was US cents 61.4 (2014: US cents 75.7).

CASH FLOW AND FUNDING

Cash fl ow from operation was negative at US$10.9 
million in 2015, compared to a negative cash fl ow of 
US$3.5 million in 2014. The negative cash fl ow was 
attributable to losses recorded in the year, mainly by City 
International Hospital, Four Points by Sheraton Sandakan 
Hotel and Harbour Mall Sandakan.

During the year, the Group generated net cash fl ow of 
US$8.9 million (2014: US$3.1 million) from investing 
activities, mainly due to disposal of 5,800,000 number of 
shares in Nam Long.

The Group’s subsidiaries borrow to fund property 
development projects. At 31 December 2015, the 
Group had gross borrowings of US$187.8 million (2014: 
US$217.9 million), a decrease of 13.8% over the previous 
year. However, net debt-to-equity ratio increased from 
110.0% in 2014 to 125.0% in 2015 basing on a reduced 
shareholders’ funds due to losses incurred during the year. 

Finance income was US$0.4 million in 2015 compared 
to US$0.6 million in 2014. Finance costs decreased from 
US$13.8 million in 2014 to US$11.0 million in 2015. 
The fi nancing costs were mainly attributable to City 
International Hospital, Aloft Kuala Lumpur Sentral Hotel 
(“Aloft”), Four Points by Sheraton Sandakan Hotel and 
Harbour Mall Sandakan.

EVENT AFTER STATEMENT OF 
FINANCIAL POSITION DATE

Subsequent to year end, the Group entered into a sale 
and purchase agreement to dispose of the Aloft hotel 
to Prosper Group Holdings Limited (“Prosper Group”). 
The gross transaction value is approximately RM418.70 
million (US$104.60 million), which includes the purchase 
of the entire issued share capital of ASPL M3B Limited 
and Iringan Flora Sdn. Bhd. (“Aloft Companies”), and 
assumption of certain debts, assets and liabilities of 
the Aloft Companies. The transaction, which is expected 
to complete in Quarter 3, 2016, is conditional upon 
satisfactory completion of a due diligence review by 
Prosper Group, and certain consents being obtained 
from Starwood Asia Pacifi c Hotels & Resorts Pte Ltd, 
the operator of the Aloft hotel, and consents from the 
Company’s fi nanciers for the Aloft hotel. All proceeds 
received from the sale will be used to repay the MTNs 
issued for the Aloft hotel and to partly repay the MTNs 
issued for the Harbour Mall Sandakan and Four Points 
Sheraton Sandakan Hotel. This will signifi cantly reduce 
the gearing of the Group.

12  |  ASEANA PROPERTIES LIMITED

 
CORPORATE SOCIAL 
RESPONSIBILITY

Aseana Properties believes that 
being socially and environmentally 
responsible is good for people 
and the planet, and essential for 
the long-term sustainability of its 
business. As a company, Aseana 
Properties works hard to take 
account of its economic, social 
and environmental impact in 
the way it conducts its business. 
The following 6 core principles 
define the essence of corporate 
citizenship for the Company. 

Free consultations for war invalids, veteran.

MANAGING CORPORATE 
RESPONSIBILITY

At Aseana Properties, corporate social responsibility 
is part of its essence. It is committed to achieving its 
vision while also doing what is right for the environment, 
the communities it works in, for the staff and business 
partners. Basically, it reviews corporate responsibility 
issues as part of risk management and ensures the 
reputation of Aseana Properties is protected and 
shareholders’ values are enhanced. 

ENVIRONMENTAL MANAGEMENT 

The sustainability challenges faced today are complex and 
requires collaboration with all its suppliers, contractors 
and partners to solve. Aseana Properties is committed 
to environmental protection and can only achieve this in 
partnership and not as a single company. This enables it to 
focus its efforts on making progress in those areas where 
the company sees the most critical needs and where it can 
have the most infl uence. For example, Aseana Properties, 
through its Development Manager, works with local 
authorities and planners to ensure that environmental 
protection and amenity improvements are key criteria 
in the project schemes. It works with architects and 
designers to incorporate natural elements such as water, 
greenery and light into its schemes. 

EMPLOYEES

COMMUNITY

City International Hospital staff visited the 
orphans at Tu Hanh pagoda.

Aseana Properties is about strengthening communities 
and empowering lives. Through its social investments, 
the Company is able to empower the communities it 
works with and addresses their health challenges in 
particular. Whether creating better access to health care 
or helping with fundraising initiatives, it intends to bring 
about positive social change. Throughout the year, City 
International Hospital has offered free health checks for 
children, seniors and war veterans both in the city and 
in villages. They have also organized health seminars 
on breast cancer, respiratory problems in children and 
other topics as part of the healthy living series. City 
International Hospital has also sponsored a charity walk 
for Dioxin victims. 

Aseana Properties wants to attract and keep the best 
people and develop the best team today for tomorrow. It is 
about making the connections between people, processes 
and data. To this end, Aseana Properties works hand-in-
hand with its Development Manager to ensure that all 
employees are treated fairly and with dignity to get the 
best out of them. 

HEALTH AND SAFETY

Aseana Properties recognizes that it is the staff who 
delivers its business goals and so the company attaches 
great importance to ensuring the continued health, safety, 
welfare and development of its workforce. It works hard 
to minimize distress caused by injuries and work related 
illnesses. Therefore, it aims to provide a positive health 
and safety culture by ensuring that:

• 

 Equipment, plant and systems at work to ensure a 
healthy working environment.

•  Safe places of work and safe access to it.

• 

 Suffi cient information, instruction, training and 
supervision to enable all employees to avoid hazards 
and contribute positively to their own health and safety 
at work for safe performance at work. 

STAKEHOLDERS

Aseana Properties works collaboratively with its 
stakeholders to improve services. The Group is committed 
to meaningful dialogue and encourages stakeholder 
participation through stakeholder meetings, roadshows, 
conference calls, briefi ngs, timely release of annual 
reports and publication of its quarterly magazine, CiTi-
ZEN. Aseana Properties also maintains an updated and 
informative website www.aseanaproperties.com that is 
accessible to stakeholders and members of the public.  

ASEANA PROPERTIES LIMITED  |  13

 
CALENDAR OF EVENTS

25

JANUARY

22

MARCH

As part of its Corporate Social Responsibility programme, City International Hospital 
(“CIH”) organised a free health check program to about 300 people in Hoa Dinh 
village, Tien Giang Province. 

Aloft Kuala Lumpur Sentral Hotel (“Aloft”) celebrated its 2nd anniversary with a special 
campaign called “YOTTO” (You Only Turn Two Once). Aloft collaborated with BMW in 
a series of roadshow events with Mini Coopers resplendent in stylish Aloft branding 
throughout the month of March. 

28

APRIL

22

MAY

Aseana Properties announced its 
Audited Full Year Results for the 
fi nancial year ended 31 December 
2014. 

Aseana Properties announced and published a circular putting forward proposals regarding the future of the Company, stating its 
commitment to realising the Company’s assets in a controlled, orderly and timely manner with a view to achieving a balance between 
returning cash to shareholders and maximising the realisation value of the Company’s investments. The proposals would be tabled 
at an Extraordinary General Meeting (“EGM”) of the Company.

30

MAY

Aloft won the World Gold Winner of 
FIABCI World Prix d’Excellence Awards 
2015 under the Hotel Category.  

Aseana Properties announced its Board’s recommendation to shareholders to vote against the Discontinuation Resolution to 
be proposed at the Company’s Annual General Meeting (as required under the Company’s Articles of Association) (“AGM”), held 
immediately after the EGM, to allow a policy of orderly realisation of the Company’s assets over a period of up to three years in 
order to maximise the value of the Company’s assets and returns to shareholders, both up to and upon the eventual liquidation of 
the Company.

14  |  ASEANA PROPERTIES LIMITED

08

JUNE

06

AUGUST

09

AUGUST

Aseana Properties realised VND40 
billion (approximately US$1.83 
million) on the sale of 2.0 million 
shares in Nam Long Investment 
Corporation (“Nam Long”), a real 
estate developer in Vietnam listed 
on the Ho Chi Minh Stock Exchange, 
at VND20,000 (approximately 
US$0.917) per share. Following the 
sale, Aseana Properties’ effective 
stake in Nam Long is reduced from 
11.63% to 10.14%.

22

JUNE

Aseana Properties convened an EGM 
and followed by its 9th AGM at its 
registered offi ce in Jersey, Channel 
Islands. All the resolutions tabled 
were passed at the meetings except 
for the Discontinuation Resolution, 
in which the shareholders supported 
the Board’s recommendation to vote 
against it.

Aseana Properties announced 
the appointment of two additional 
directors namely Nicholas John 
Paris (a representative of LIM 
Advisors) and Ferheen Mahomed (a 
representative of Legacy Essence 
Limited) as non-independent, non-
executive directors of the Company.

18

SEPTEMBER

A signing ceremony between 
CIH and Vinh Long Provincial 
General Hospital of a collaboration 
agreement for mutual technical 
assistance and referral of patients 
to CIH. CIH also provided free 
health consultation and distributed 
medicine and commodities to the 
underprivileged community in Vinh 
Long City. 

CIH staff participated and sponsored a charity walk for victim of dioxin (Agent 
Orange) to raise awareness about helping people with disabilities caused by Agent 
Orange in the community. 

Aseana Properties’ investee company, 
Nam Long issued 7.1 million shares, 
representing 5% of its paid up capital, 
to its strategic partner, Ibeworth 
Pte. Ltd., a member of Keppel Land 
(Singapore) via private placement at 
VND19,800 per share.

07

AUGUST

Aseana Properties announced 
and published a circular putting 
forward recommended proposals 
regarding the introduction of a 
compulsory redemption mechanism 
to return cash to shareholders, to be 
considered at an EGM.

27

AUGUST

28

AUGUST

Aseana Properties convened an EGM at its registered offi ce in Jersey, 
Channel Islands. All the resolutions tabled were passed at the meeting.

Aseana Properties announced its Half-Year Results for 
the 6-month period ended 30 June 2015. 

24

SEPTEMBER

Aseana Properties’ wholly-owned subsidiary, ASPL PLB Limited, has entered into an 
agreement with Nam Long and Nam Khang Construction Investment Development 
Limited Liability Company to dispose of its 55 per cent stake in ASPL PLB-Nam 
Long Limited Liability Company (“ASPL PLB-Nam Long”) for a cash consideration of 
US$8.2 million and a repayment of shareholder’s loan to ASPL PLB Limited of US$1.0 
million. The shareholder’s loan was an interest free advance provided by the Group 
to ASPL PLB-Nam Long in previous financial years for working capital purposes. The 
shareholder’s loan was undertaken by the buyer as part of the disposal arrangement. 
The joint venture company was formed to develop the Waterside Estates residential 
project in District 9 in Ho Chi Minh City (“HCMC”), Vietnam.

CIH, a modern private care hospital of international standards with 320 beds in 
HCMC, marked its 2nd anniversary of commencement of business.

17

OCTOBER

24

OCTOBER

25

SEPTEMBER

City International Clinic (“CIC”) 
Grand Opening and Primary Care 
Card Launching, the opening of 
CIC provides easier access to 
international-standard healthcare 
services of CIH to people in the 
central business district with the 
added convenience of the prepaid 
Primary Care Card. 

CIH sponsored the campaign 
‘Screening for breast cancer when 
turning 40 years old’ organised 
by the Ministry of Health and The 
Supportive Fund for Cancer Patients 
– Bright Future, by providing free 
breast cancer screenings to about 
700 women at CIH and CIC. 

As part of Healthy Living Series for the community awareness, CIH organised a 
seminar on Early Detection & Prevention of Cancers which presented by Dr Sue Lo 
from Singapore. 

ASEANA PROPERTIES LIMITED  |  15

BOARD OF DIRECTORS

MOHAMMED AZLAN HASHIM
Non-Executive Chairman

CHRISTOPHER HENRY LOVELL
Non-Executive Director

Mohammed Azlan Hashim was appointed 
as Chairman (Non-Executive) of Aseana 
Properties in March 2007.

In Malaysia, Azlan serves as Chairman of 
several public entities, listed on the Bursa 
Malaysia Securities Berhad, including D&O 
Green Technologies Berhad, SILK Holdings 
Berhad, Scomi Group Berhad and Deputy 
Chairman of IHH Healthcare Berhad. 

He has extensive experience working in 
the corporate sector including fi nancial 
services and investments. Among others, he 
has served as Chief Executive, Bumiputra 
Merchant Bankers Berhad, Group Managing 
Director, Amanah Capital Malaysia Berhad 
and Executive Chairman, Bursa Malaysia 
Berhad Group.

Azlan also serves as a Board Member of 
various government related organisations 
including Khazanah Nasional Berhad, 
Labuan Financial Services Authority and 
is a member of Employees Provident Fund 
and the Government Retirement Fund Inc. 
Investment Panels.

Azlan holds a Bachelor of Economics from 
Monash University, Melbourne and qualifi ed 
as a Chartered Accountant in 1981. He 
is a Fellow Member of the Institute of 
Chartered Accountants, Australia, Malaysian 
Institute of Directors, Institute of Chartered 
Secretaries and Administrators, Hon. 
Member of the Institute of Internal Auditors, 
Malaysia and Member of the Malaysian 
Institute of Accountants.

Christopher Henry Lovell was appointed 
as Director (Non-Executive) of Aseana 
Properties in March 2007. He was a 
partner in Theodore Goddard between 
1983 and 1993 before setting up his 
own legal practice in Jersey. In 2000, 
he was one of the founding principals 
of Channel House Trustees Limited, a 
Jersey regulated trust company, which 
was acquired by Capita Group plc in 2005, 
when he became a director of Capita’s 
Jersey regulated trust company until his 
retirement from Capita in 2010.

Christopher was a director of BFS Equity 
Income & Bond plc between 1998 and 
2004, BFS Managed Properties plc 
between 2001 and 2005 and Yatra 
Capital Limited between 2005 and 2010. 
Currently he is also a non-executive 
director of Public Service Properties 
Investment Limited, listed on AIM market 
of the London Stock Exchange.

Christopher holds a LI.B (Hons) degree 
from the London School of Economics 
and is a member of the Law Society of 
England & Wales.

DAVID HARRIS
Non-Executive Director

ISMAIL SHAHUDIN
Non-Executive Director

David Harris was appointed as Director 
(Non-Executive) of Aseana Properties 
in March 2007. David is currently Chief 
Executive of InvaTrust Consultancy Ltd, a 
company that specialises in the provision 
of investment marketing services to 
the Financial Services Industry in both 
the UK and Europe. He was formerly 
Managing Director of Chantrey Financial 
Management Ltd, a successful investment 
and fund management company linked 
to Chartered Accountants, Chantrey 
Vellacott. Additionally, he also served as 
Director of the Association of Investment 
Companies overseeing marketing and 
technical training. 

He is currently a non-executive director 
of a number of quoted companies in 
the UK including Character Group plc, 
Small Companies Dividend Trust plc, 
F&C Managed Portfolio Trust plc and 
Manchester & London Investment Trust 
plc. He writes regularly for both the 
national and trade press and appears 
regularly on TV and Radio as an 
investment commentator. He is a previous 
winner of the award “Best Investment 
Adviser” in the UK.

Ismail Shahudin was appointed as Director 
(Non-Executive) of Aseana Properties 
in March 2007. Ismail is chairman of 
Maybank Islamic Berhad, Opus Group 
Berhad, UEM Edgenta Berhad and also 
serves as Independent Non-Executive 
board member of several Malaysia public 
listed entities, among others, Malayan 
Banking Berhad which is Malaysia’s largest 
bank, EP Manufacturing Berhad, UEM 
Group Berhad which is a non-listed wholly-
owned subsidiary of Khazanah Nasional 
Berhad, one of the Malaysia government’s 
investment arms. He is also a Non-
Independent Non-Executive Director of 
Opus International Consultants Limited, a 
company listed on the New Zealand Stock 
Exchange and a director of MCB Bank 
Limited, Pakistan, a company listed on the 
Karachi Stock Exchange. 

Ismail started his career in ESSO Malaysia 
in 1974 before joining Citibank Malaysia 
in 1979. He was subsequently posted to 
Citibank’s headquarters in New York in 
1984, returning to Malaysia in 1986 as 
the Vice President & Group Head of Public 
Sector and Financial Institutions Group. 
Subsequently, he served as the Deputy 
General Manager for the then United Asian 
Bank Berhad before joining Maybank 
in 1992 and was appointed Executive 
Director in 1997. Ismail subsequently 
assumed the position of Group CEO of 
MMC Corporation Berhad in 2002, until his 
retirement in 2007.

Ismail holds a Bachelor of Economics 
(Hons) degree from University of Malaya.

16  |  ASEANA PROPERTIES LIMITED

JOHN LYNTON JONES
Non-Executive Director

GERALD ONG CHONG KENG
Non-Executive Director

Gerald has been granted the Financial 
Industry Certifi ed Professional status and 
is an alumnus of the National University of 
Singapore, University of British Columbia 
and Harvard Business School.

John Lynton Jones was appointed as 
Director (Non-Executive) of Aseana 
Properties in March 2007.  Lynton is 
Chairman Emeritus of Bourse Consult, 
a consultancy that advises clients on 
initiatives relating to exchange trading, 
regulation, clearing and settlement. He 
has an extensive background as a chief 
executive of several exchanges in London, 
including the International Petroleum 
Exchange, the OM London Exchange and 
Nasdaq International (whose operations he 
set up in Europe in the late 1980s). He was 
chairman of the Morgan Stanley/OMX joint 
venture Jiway in 2000 and 2001.

He spent the fi rst 15 years of his career 
in the British Diplomatic Service where he 
became private secretary to a minister of 
state and Financial Services Attaché at the 
British Embassy in Paris.

He has been a board member of London’s 
Futures and Options Association, of the 
London Clearing House and of Kenetics 
Group Limited. He was the founding 
chairman of the Dubai International 
Financial Exchange (now known as 
Nasdaq Dubai) from 2003 until 2006. 
He is chairman of Digiservex plc, an 
adviser to the City of London Corporation 
and a Fellow of the Chartered Institute 
for Securities and Investments. He was 
a Trustee of the Horniman Museum in 
London for 8 years until 2013. He studied 
at the University of Aberystwyth, where he 
took a fi rst class honours in International 
Politics. He is now chairman of the 
University’s Development Advisory Board.

Gerald Ong was appointed as Director 
(Non-Executive) of Aseana Properties in 
September 2009. Gerald is Chief Executive 
Offi cer of PrimePartners Corporate 
Finance Group, has over 20 years of 
corporate fi nance related experience at 
various fi nancial institutions providing a 
wide variety of services from advisory, 
M&A activities and fund raising exercises 
incorporating various structures such 
as equity, equity-linked and derivative-
enhanced issues. In June 2007, he was 
appointed a Director of Metro Holdings 
Limited which is listed on the Singapore 
Exchange Securities Trading Limited.

NICHOLAS JOHN PARIS
Non-Executive Director

FERHEEN MAHOMED
Non-Executive Director

Ferheen is heavily involved in the 
fi nancial community and is a member of 
the product advisory committee of the 
Securities and Futures Commission of 
Hong Kong, member of the Asia Pacifi c 
legal and regulatory Committee of ISDA 
and vice chairman of the banking and 
fi nance committee of the French chamber 
of commerce.

Nicholas John Paris was appointed 
as Director (Non-Executive) of Aseana 
Properties in June 2015. Nicholas is 
a portfolio manager for LIM Advisors 
(“LIM”), an Asian-focused investment 
management fi rm, headquartered in Hong 
Kong, and he specialises in investing in 
closed ended investment funds. He is 
based in London and graduated from 
Newcastle University with a Bachelor 
of Science degree with Honours in 
Agricultural Economics. He is also a 
Chartered Accountant and a Chartered 
Alternative Investment Analyst. He worked 
with Rothschild Asset Management from 
1986 until 1994, launching specialist 
investment products before becoming a 
corporate adviser and broker in closed 
ended investment funds with a particular 
focus on those investing in emerging 
markets. In this role, he worked between 
1994 and 2001 at Baring Securities, 

Peregrine Securities and then Credit 
Lyonnais Asia Securities. He then joined 
the hedge fund industry in a series of 
sales roles before founding Purbeck 
Advisers in 2006, which is his own 
advisory and sales business. He has 
been advising LIM on investing in Asian 
closed end funds for fi ve years and is a 
director of their London-based investment 
management subsidiary.

He has been a non-executive director of 
Global Resources Investment Trust plc 
(listed on the main market of the London 
Stock Exchange), TAU Capital plc (listed 
on the AIM market of the London Stock 
Exchange) and The India IT Fund Limited 
(previously listed on the Channel Islands 
Stock Exchange).

Ferheen Mahomed was appointed 
as Director (Non-Executive) of Aseana 
Properties in June 2015. Ferheen is 
currently Executive Vice President - Business 
Development for Pacifi c Century Group. 
She was group general counsel for CLSA 
Asia Pacifi c Markets for four years after 
spending 14 years as Asia Pacifi c General 
Counsel for Societe Generale. Ferheen is 
both a UK and Hong Kong qualifi ed lawyer 
having previously worked at Slaughter and 
May in Hong Kong and London. She is a law 
graduate from the University of Hong Kong 
and Rhodes Scholar to St. John’s College 
Oxford, holding Bachelor of Civil Law Degree 
from Oxford.

ASEANA PROPERTIES LIMITED  |  17

DIRECTORS’ REPORT

For The Year Ended 31 December 2015

The Directors present their report together with the audited fi nancial statements of the 

Group for the year ended 31 December 2015.

PRINCIPAL ACTIVITIES

REGULATORY

 Breach of regulatory rules could lead to suspension 
of the Company’s Stock Exchange listing and 
financial penalties.

The principal activities of the Group are acquisition, development and redevelopment of 

upscale residential, commercial, hospitality and healthcare projects in the major cities of 

LAW AND REGULATIONS 

Malaysia and Vietnam.

BUSINESS REVIEW AND FUTURE DEVELOPMENTS

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.

The statement of comprehensive income for the year is set out on pages 27 to 28. A review 

of the development and performance of the business has been set out in the Chairman’s

TAX REGIMES

Statement, the Development Manager’s Review and the Financial Review reports.

Changes in the tax regimes could affect the tax 
treatment of the Company and/or its subsidiaries 
in these jurisdictions.

OBJECTIVES AND STRATEGY

The Company’s investment objective is to provide shareholders with an attractive overall 

total return achieved primarily through capital appreciation by investing in properties 

in Malaysia and Vietnam. The Company intends to achieve its investment objective 

through acquisition, development and redevelopment of upscale residential, commercial, 

hospitality and healthcare projects leveraging on the Development Manager’s experience 

in these sectors. The Company will typically invest in development projects at the pre-

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.

construction stage. It will also selectively invest in projects under construction and newly 

OPERATIONAL

completed projects with the potential for high capital appreciation. 

The Company will only invest in projects where, at the time the investment is made, 

both the Company and the Development Manager reasonably believe that there will 

be a minimum 30% annualised Return on Equity (“ROE”) where the Company makes 

investments in Vietnam and a minimum of 20% ROE where the Company makes 

investments in Malaysia.

On 22 June 2015, the shareholders of the Company approved the proposals for the 

continuation of the Company for the next three years to June 2018, adoption of a new 

divestment policy, pursuant to which the Company is seeking to realise the Company’s 

assets in a controlled, orderly and timely manner and its intention to make capital 

distributions to shareholders.

FINANCIAL

PRINCIPAL RISKS AND UNCERTAINTIES

GOING CONCERN

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 

Note 4 to the fi nancial statements.

Other risks faced by the Group in Malaysia and Vietnam include the following:

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.

Inadequate controls by the Development Manager 
or third party service providers could lead to a 
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.

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 on page 24.

ECONOMIC

STRATEGIC

Inflation, economic recessions and movements in 
interest rates could affect property development 
activities.

RESULTS AND DIVIDENDS

Incorrect strategy, including sector and 
geographical allocations and use of gearing, could 
lead to poor returns for shareholders.

The results for the year ended 31 December 2015 are set out in the attached fi nancial 
statements. 

No dividends were declared nor paid during the fi nancial year under review. 

18  |  ASEANA PROPERTIES LIMITED

 
 
PURCHASE OF OWN SHARES

The authority to purchase its own shares up to a total aggregate value of 14.99% of the 
issued ordinary shares capital of the Company has expired on 25 June 2015. The Company 
did not purchase its own shares during the year ended 31 December 2015. 

the Development Manager will be principally responsible for, inter alia, implementing the 
real estate strategy for the Company, engaging, managing and coordinating third parties 
in relation to the development and management of properties to be acquired and lead 
the negotiation for the acquisition or disposal of assets and the fi nancing of such assets. 

SHARE CAPITAL

On 27 August 2015, the Company increased its authorised share capital from 
US$100,000,000 to US$100,000,000.50 by the creation of an additional 10 
management shares of US$0.05 each. 

The Company also increased its issued and paid-up share capital from US$10,601,250 
to US$10,601,250.10 by way of an allotment of 2 new management shares of US$0.05 
each at par via cash consideration. Further details on share capital are stated in Note 27 
to the fi nancial statements. 

DIRECTORS

The following were directors of Aseana who held offi ce throughout the fi nancial year and 
up to the date of this report:
•  Mohammed Azlan Hashim – Chairman 
•  Christopher Henry Lovell 
•  David Harris 
•  Ismail Shahudin 
•  John Lynton Jones 
•  Gerald Ong Chong Keng 
•  Nicholas John Paris (Appointed on 22 June 2015)
•  Ferheen Mahomed (Appointed on 22 June 2015)

DIRECTORS’ INTERESTS

The interests of the directors in the Company’s shares at 31 December 2015 and at the 
date of this report were as follows:

SUBSTANTIAL SHAREHOLDERS

The Board was aware of the following direct and indirect interests comprising a 
signifi cant amount of more than 3% issued share capital of the Company at the latest 

practicable date before the publication of this Report at 11 April 2016:

NUMBER OF 
ORDINARY SHARES 
HELD

PERCENTAGE OF 
ISSUED SHARE 
CAPITAL

IREKA CORPORATION BERHAD

48,913,623

LIM ADVISORS

SIX SIS

39,114,026

38,649,662

LEGACY ESSENCE LIMITED

31,269,102

DR. THONG KOK CHEONG

12,775,532

RELATED PARTIES OF IREKA 
CORPORATION BERHAD

7,817,275

KROHNE CAPITAL 

6,650,708

23.07%

18.45%

18.23%

14.75%

6.03%

3.69%

3.14%

EMPLOYEES

The Company has no executive directors or employees. The subsidiaries of the Group 

have a total of 856 employees at 31 December 2015. A management agreement 

exists between the Company and its Development Manager which sets out the role 

of the Development Manager in managing the operating units of the Company. The 

Development Manager had 66 managerial and technical staff under its employment in 

Malaysia and Vietnam at 31 December 2015. 

Number of Shares held:

GOING CONCERN

DIRECTOR

ORDINARY SHARES OF US$0.05 EACH

CHRISTOPHER HENRY LOVELL

JOHN LYNTON JONES 

DAVID HARRIS 

48,000

20,000

165,000

GERALD ONG CHONG KENG

2,250,000

Nicholas John Paris, appointed to the Board on 22 June 2015, is the managing director of 
LIM Advisors, one of the substantial shareholders of the Company and is deemed interested 
in the Company by virtue of his directorship in the substantial shareholder.

Ferheen Mahomed, appointed to the Board on 22 June 2015, is connected to the 
shareholder of Legacy Essence Limited, one of the substantial shareholders of the Company 
and is deemed interested in the Company by virtue of her indirect interests in the 
substantial shareholder.

None of the other directors in offi ce at the end of the fi nancial year had any interest in 
shares in the Company during the fi nancial year.

MANAGEMENT

The Board has contractually delegated the development management of the property 
development portfolio to Ireka Development Management Sdn. Bhd. (the “Development 
Manager”). The Development Manager is a wholly-owned subsidiary of Ireka Corporation 
Berhad, a company listed on Bursa Malaysia since 1993 which has over 45 years of 
experience in construction and property development. Under the management contract, 

 The Group has prepared and considered prospective fi nancial information based 

on assumptions and events that may occur for at least 12 months from the date of 

approval of the fi nancial statements and the possible actions to be taken by the Group. 

Prospective fi nancial information includes the Group’s profi t and cash fl ow forecasts for 

the ongoing projects. In preparing the cash fl ow forecasts, the Directors have considered 

the availability of cash, along with the adequacy of bank loans and medium term notes 

and refi nancing of these medium term notes (as described in Notes 35 and 36). 

 Subsequent to year end, the Group entered into a sale and purchase agreement in 

relation to the sale of a completed inventory for a consideration of approximately 

US$104.60 million (RM418.70 million). The consideration receivable from the sale of 

the completed inventory will be used to repay a signifi cant portion of medium term notes 

of the Group.

 The Directors expect to “roll-over” the remaining medium term notes which are due 

to expire in the next 12 months, as the notes are rated AAA (a highly sought after 

investment in Malaysia) and are backed by two remaining completed inventories of the 

Group with carrying amount of US$78.24 million as at 31 December 2015. Included in 

the terms of the medium term notes programme is an option for the Group to refi nance 

the notes as provided on the onset of the programme. The option is available until 2021. 

The forecasts also incorporate current payables, committed expenditure and other future 

expected expenditure, along with substantial sales of completed inventories, in addition 

to the disposal of certain land held for property development and available-for-sale 

investments. In the event that the Group disposes any of the two remaining completed 

inventories that guaranteed the medium term notes, the proceeds from the disposal will 

be used to expire the notes.

ASEANA PROPERTIES LIMITED  |  19

DIRECTORS’ REPORTcont’d

For The Year Ended 31 December 2015

 Based on these forecasts, cash resources and existing credit facilities, the Directors 

The Directors of the Company confi rm that to the best of their knowledge that:

consider that the Group and the Company have adequate resources to continue in 

business for the foreseeable future. For this reason, the Directors continue to adopt the 

•   the consolidated fi nancial statements have been prepared in accordance with 

going concern basis in preparing the fi nancial statements.

International Financial Reporting Standards, including International Accounting 

CREDITORS PAYMENT POLICY

Standards and Interpretations adopted by the International Accounting Standards 

Board; and

•   the sections of this Report, including the Chairman’s Statement, Development 

The Group’s operating companies are responsible for agreeing on the terms and 

Manager’s Review, Financial Review and Principal Risks and Uncertainties, which 

conditions under which business transactions with their suppliers are conducted. It is 

constitute the management report include a fair review of all information required to 

the Group’s policy that payments to suppliers are made in accordance with all relevant 

be disclosed by the Disclosure and Transparency Rules 4.1.8 to 4.1.11 issued by the 

terms and conditions. Trade creditors at 31 December 2015 amounted to 67 days 

Financial Services Authority of the United Kingdom.

(2014: 73 days) of property development cost incurred during the year.

FINANCIAL INSTRUMENTS

The Group’s principal fi nancial instruments comprise cash balances, balances with 

there is no relevant audit information, being information needed by the auditor in 

related parties, other payables, receivables and loans and borrowings that arise in 

connection with preparing its report, of which the auditor is unaware. Having made 

the normal course of business. The Group’s Financial and Capital Risk Management 

enquiries of fellow directors and the Group’s auditors, each director has taken all the 

Objectives and Policies are set out in Note 4 to the fi nancial statements.

steps that he is obliged to take as a director in order to have made himself aware of any 

relevant audit information and to establish that the auditor is aware of that information.

So far as each person who was a director at the date of approving this report is aware, 

DISCLOSURE OF INFORMATION TO AUDITOR

DIRECTORS’ LIABILITIES

Subject to the conditions set out in the Companies (Jersey) Law 1991 (as amended), 

the Company has arranged appropriate Directors’ and Offi cers’ liability insurance to 

The auditor, KPMG LLP, has expressed their willingness to continue in offi ce. A resolution 

indemnify the directors against liability in respect of proceedings brought by third 

proposing their re-appointment will be tabled at the forthcoming Annual General Meeting. 

parties. Such provisions remain in force at the date of this report.

RE-APPOINTMENT OF AUDITOR

STATEMENT OF DIRECTORS’ RESPONSIBILITIES

BOARD COMMITTEES

The directors are responsible for preparing the annual report and the fi nancial 

Management Engagement Committee is included in the Corporate Governance section of the 

statements in accordance with International Financial Reporting Standards (“IFRS”), 

Annual Report on pages 22 to 24.

Information on the Audit Committee, Nomination Committee, Remuneration Committee and 

interpretations from the International Financial Reporting Interpretations Committee 

(“IFRIC”) and Companies (Jersey) Law 1991 (as amended).

ANNUAL GENERAL MEETING 

Jersey Law requires the directors to prepare fi nancial statements for each fi nancial year, 

which give a true and fair view of the state of affairs of the Company and of the Group 

The tabling of the 2015 Annual Report and Financial Statements to shareholders will be 

and of the profi t or loss of the Company and of the Group for that year. In preparing the 

at an Annual General Meeting (“AGM”) to be held in June 2016. 

fi nancial statements, the directors are required to:

•  select suitable accounting policies and then apply them consistently;

During the AGM, investors will be given the opportunity to question the board and to 

•   make judgements and estimates that are reasonable, comparable, understandable 

meet with them thereafter. They will be encouraged to participate in the meeting.

and prudent;

•  ensure that the fi nancial statements comply with IFRS; and

On behalf of the Board

•   prepare the fi nancial statements on the going concern basis, unless it is inappropriate 

to presume that the Group will continue in business.

The directors are responsible for maintaining proper accounting records that disclose 

with reasonable accuracy at any time the fi nancial position of the Company and of the 

Group and to enable them to ensure that the fi nancial statements comply with the Jersey 

Law. The directors are also responsible for safeguarding the assets of the Group and 

hence for taking reasonable steps for the prevention and detection of fraud and other 

irregularities.

MOHAMMED AZLAN HASHIM
Director

The directors are also responsible for the maintenance and integrity of the Group’s 

website on the internet. However, information is accessible in many different countries 

where legislation governing the preparation and dissemination of fi nancial statements 

CHRISTOPHER HENRY LOVELL
Director

may differ from that applicable in the United Kingdom and Jersey. 

26 April 2016

20  |  ASEANA PROPERTIES LIMITED

REPORT OF
DIRECTORS’ REMUNERATION

DIRECTORS’ EMOLUMENTS

The Company has no executive Directors or employees. Since all the Directors are non-executive, the provisions of The UK 
Corporate Governance Code in respect of the Directors’ remuneration are not relevant except in so far as they relate 
specifically to non-executive Directors.

The Remuneration Committee of the Board of Directors is responsible for setting the framework and reviewing 
compensation arrangements for all non-executive Directors before recommending the same to the Board for approval. 
The Remuneration Committee assesses the appropriateness of the emoluments on an annual basis by reference to 
comparable market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a 
high calibre Board.

During the year, the Directors received the following emoluments in the form of fees from the Company:

DIRECTORS

YEAR ENDED 31 
DECEMBER 2015 (US$)

YEAR ENDED 31 
DECEMBER 2014 (US$)

Mohammed Azlan Hashim (Chairman of the Board)

Christopher Henry Lovell (Chairman of the Audit Committee)

David Harris

Ismail Shahudin

John Lynton Jones

Gerald Ong Chong Keng

Nicholas John Paris

Ferheen Mahomed

TOTAL

SHARE OPTIONS

70,000

55,000

48,000

48,000

48,000

48,000

–

–

70,000

55,000

48,000

48,000

48,000

48,000

–

–

317,000

317,000

The Company did not operate any share option schemes during the year ended 31 December 2015.

SHARE PRICE INFORMATION

• High for the year 
• Low for the year 
• Close for the year 

-  US$0.5900
-  US$0.4387
-  US$0.4538

PENSION SCHEMES

In view of the non-executive nature of the directorships, no pension schemes exist in the Company.

SERVICE CONTRACTS

In view of the non-executive nature of the directorships, there are no service contracts in existence between the Company 
and any of the Directors. Each Director was appointed by a letter of appointment that states his appointment subject to the 
Articles of Association of the Company which set out the main terms of his appointment.

JOHN LYNTON JONES
Chairman of the Remuneration Committee

26 April 2016

ASEANA PROPERTIES LIMITED  |  21

CORPORATE GOVERNANCE 
STATEMENT

The Financial Conduct Authority requires all companies with a Premium Listing to comply 
with The UK Corporate Governance Code (the “Code”). Aseana Properties is a Jersey 
incorporated company with a Standard Listing on the UK Listing Authority’s Offi cial List
and is therefore not subject to the Code. However, the Board recognises the importance
and value of good corporate governance and voluntarily seeks to apply the principles
of the Code where practical and relevant for a company of Aseana Properties’ size and
nature. The following explains how the relevant principles of governance are applied to 
the Company.

THE BOARD

The Company currently has a Board of eight non-executive directors, including the non-
executive Chairman. The brief biographies of the following directors appear on pages 16 to 
17 of the Annual Report 2015:

•  Mohammed Azlan Hashim (Non-Executive Chairman)
•  Christopher Henry Lovell
•  David Harris
Ismail Shahudin
• 
•  John Lynton Jones
•  Gerald Ong Chong Keng
•  Nicholas John Paris (appointed on 22 June 2015)
•  Ferheen Mahomed (appointed on 22 June 2015)

The Board did not appoint a Chief Executive or a Senior Independent Director as it did
not consider it appropriate given the nature of the Company’s business and that the 
Company’s property portfolio is externally managed by Ireka Development Management 
Sdn Bhd (the “Development Manager”).

ROLE OF THE BOARD OF DIRECTORS

The Board’s role is to provide entrepreneurial leadership to the Company, within a 
framework of prudent and effective controls, enabling risks to be assessed and managed. 
The Board sets the Company’s strategic objectives, monitors and reviews the Company’s
operational and fi nancial performance, ensures the Company has suffi cient funding, and 
examines and approves all major potential investment, acquisitions and disposals.
The Board also sets the Company’s values and standards and ensures that its obligations
to its shareholders and other stakeholders are met. The implementation of the Company’s
strategy is delegated to the Development Manager and its performance is assessed by the
Board regularly.

Appropriate level of directors’ and offi cers’ liability insurance is maintained by the Company.

MEETINGS OF THE BOARD OF DIRECTORS

The Board meets at least four times a year and at such other times as the Chairman shall 
require. The Board met eight times during the year ended 31 December 2015. Except for 
Mohammed Azlan Hashim, Christopher Henry Lovell, David Harris and Gerald Ong Chong 
Keng, who were absent once, and Ismail Shahudin, who was absent twice, the meetings 
were attended by all the Directors. Nicholas John Paris and Ferheen Mahomed, who were 
appointed during the year, attended all meetings following their respective appointments. 
To enable the Board to discharge its duties effectively, all Directors receive accurate, 
timely and clear information, in an appropriate form and quality, including Board papers
distributed in advance of Board meetings. The Board periodically will receive presentations 
at Board meetings relating to the Company’s business and operations, signifi cant
fi nancial, accounting and risk management issues. All Directors have access to the advice 
and services of the Development Manager, Company Secretary and advisers, who are 
responsible to the Board on matters of corporate governance, board procedures and 
regulatory compliance. 

The Chairman is responsible for leadership of the Board, ensuring effectiveness in all 
aspects of its role and setting its agenda. Matters referred to the Board are considered 
by the Board as a whole and no individual has unrestricted powers of decision. 
Together, the Directors bring a wide range of experience and expertise in business, 
law, fi nance and accountancy, which are required to successfully direct and supervise 
the business activities of the Company. 

PERFORMANCE APPRAISAL

The Board undertakes an annual evaluation of its own performance and that of its 
Committees and individual Directors. In November 2015, the evaluation concluded that 
the performance of the Board, its Committees and each individual Director was and 
remains effective and that all Directors demonstrate full commitment in their respective 
roles. The Directors are encouraged to continually attend training courses at the 
Company’s expense to enhance their skills and knowledge in matters that are relevant to 
their role on the Board. The Directors also receive updates on developments of corporate 
governance, the state of economy, management strategies and practices, laws and 
regulations, to enable effective functioning of their roles as Directors. The two directors 
appointed during the year received an induction on joining the Board.

RE-ELECTION OF DIRECTORS

The Company’s Articles of Association states that all Directors shall submit themselves 
for election at the fi rst opportunity after their appointment, and shall not remain in offi ce 
for longer than three years since their last election or re-election without submitting 
themselves for re-election. At the Annual General Meeting held on 22 June 2015, David 
Harris and Ismail Shahudin, who retired by rotation as Directors, were re-elected to the 
Board. The remainder of the Board recommended their re-election following an evaluation 
which concluded that their performance continued to be effective and they demonstrated 
commitment to their roles.

BOARD COMMITTEES

The Board has established Audit, Nomination, Remuneration and Management Engagement 
Committees which deal with specifi c aspects of the Company’s affairs, each of which has 
written terms of reference which are reviewed annually. Necessary recommendations are 
then made to the Board for its consideration and decision-making. No one, other than the 
committee chairman and members of the relevant committee, is entitled to be present 
at a meeting of board committees, but others may attend at the invitation of the board 
committees for presenting information concerning their areas of responsibility. Copies of the 
terms of reference are kept by the Company Secretary and are available on request at the 
Company’s registered offi ce at 12 Castle Street, St. Helier, Jersey, JE2 3RT, Channel Islands. 

AUDIT COMMITTEE

The Audit Committee consists of three members and is chaired by Christopher Henry Lovell. 
Its other members are Mohammed Azlan Hashim and Ismail Shahudin. The Committee 
members have no links with the Company’s external auditor and are independent of the 
Company’s management. The Board considers that collectively the Audit Committee 
has suffi cient recent and relevant fi nancial experience with the ability to discharge 
its duties properly, through extensive service on the Boards and Audit Committees of 
other listed companies.

The Committee meets at least twice a year and at such other times as the Chairman of 
the Audit Committee shall require. Any member of the Audit Committee or the auditor 
may request a meeting if they consider that one is necessary. The Committee met three 
times during the year ended 31 December 2015. The meetings were attended by all the 
committee members. Representatives of the auditor, the Chief Financial Offi cer and Chief 
Executive Offi cer of the Development Manager may attend by invitation. 

BOARD BALANCE AND INDEPENDENCE

The Committee is responsible for:

Being an externally-managed company, the Board consists solely of non-executive 
directors of which Mohammed Azlan Hashim is the non-executive Chairman. 
Notwithstanding the appointment of Nicholas John Paris and Ferheen Mahomed as 
the non-independent non-executive directors in June 2015, the representatives of LIM 
Advisors and Legacy Essence Limited respectively, the Board considers the Directors 
to be independent, being independent of management and also having no business 
relationships which could interfere materially with the exercise of their judgement.

• 

 monitoring, in discussion with the auditor, the integrity of the fi nancial statements of the 
Company, any formal announcements relating to the Company’s fi nancial performance 
and reviewing signifi cant fi nancial reporting judgements contained in them;

• 

 reviewing the Company’s internal fi nancial controls and risk management systems 
operated by the Development Manager;

22  |  ASEANA PROPERTIES LIMITED

• 

 making recommendations to the Board in relation to the appointment, re-appointment 
and removal of the external auditor and approving the remuneration and terms of 
engagement of the external auditor to be put to the shareholders for their approval in 
general meetings;

• 

 determining and agreeing with the Board the framework for the remuneration of 
the Directors;

•  setting the remuneration for all Directors; and

• 

 reviewing and monitoring the external auditor’s independence and objectivity and 
effectiveness of the audit process, taking into consideration relevant UK professional 
and regulatory requirements; 

• 

 ensuring that provisions regarding disclosure of remuneration as set out in the 
Directors’ Remuneration Report Regulations 2002, are fulfi lled.

• 

 developing and implementing policy on engagement of the external auditor to supply 
non-audit services; and

MANAGEMENT ENGAGEMENT COMMITTEE

• 

 reporting to the Board any matters in respect of which it considers that action or 
improvement is needed and making recommendations as to the steps to be taken.

Since the start of the fi nancial year ended 31 December 2015, the Audit Committee 
performed its duties as set out in the terms of reference. The main activities carried out by 
the Audit Committee encompassed the following:

•  reviewing the audit plan with the Group’s Auditor;

The Management Engagement Committee is chaired by Mohammed Azlan Hashim. Other 
committee members are David Harris, John Lynton Jones and Gerald Ong Chong Keng. 
The Committee meets at least once a year and at any such times as the Chairman of the 
Management Engagement Committee shall require. The Committee met once during the 
year ended 31 December 2015. The meeting was attended by all committee members and 
other Board members at the invitation of the Management Engagement Committee.

During the year ended 31 December 2015, the Management Engagement Committee 
carried out its duties as set out in its terms of reference which are summarised below:

•  reviewing and discussing the Audit Committee Report with the Group’s Auditor;

• 

 monitoring compliance by the Development Manager with the terms of the 
Management Agreement;

• 

 reviewing the draft Audited Financial Statements as contained in the draft Annual 
Report together with the Group’s Auditor before tabling to the Board for consideration 
and approval;

• 

 reviewing other published fi nancial information including the half year results and 
results announcements before tabling to the Board for consideration and approval;

•  considering the independence of the auditor; and

• 

 reviewing the auditor’s performance and made a recommendation for the 
reappointment of the Group’s auditor by shareholders.

NOMINATION COMMITTEE

The Nomination Committee is chaired by Mohammed Azlan Hashim. Other committee 
members are David Harris, John Lynton Jones and Gerald Ong Chong Keng. The Committee 
meets annually and at any such times as the Chairman of the Nomination Committee 
shall require. The Committee met twice during the year ended 31 December 2015 and 
the meetings were attended by all committee members and other Board members at the 
invitation of the Nomination Committee.

During the year ended 31 December 2015, the Nomination Committee carried out its 
functions as set out in its terms of reference which are summarised below:

• 

 reviewing the terms of the Management Agreement from time to time to ensure that 
the terms thereof conform with market and industry practice and remain in the best 
interest of shareholders;

• 

 from time to time monitoring compliance by providers of other services to the Company 
with the terms of their respective agreements; and 

• 

 reviewing and considering the appointment and remuneration of providers of services 
to the Company.

FINANCIAL REPORTING

The Board aims to present a fair, balanced and understandable assessment of the 
Company’s position and prospects in all reports to shareholders, investors and regulatory 
authorities. This assessment is primarily provided in the half-yearly report and the Annual 
Report through the Chairman’s Statement, Development Manager’s Review Statement, 
Financial Review Statement and Directors’ Report.

The Audit Committee has reviewed the signifi cant reporting issues and judgements made 
in connection with the preparation of the Company’s fi nancial statements including 
signifi cant accounting policies, signifi cant estimates and judgements. The Audit Committee 
has also reviewed the clarity, appropriateness and completeness of disclosures in the 
fi nancial statements.

• 

 regularly reviewing the structure, size and composition (including skills, knowledge 
and experience) of the Board and making recommendations to the Board with regard 
to any change;

INTERNAL AUDIT

• 

 considering the re-appointment or re-election of any Directors at the conclusion of their 
specifi ed term of offi ce or retiring in accordance with the Company’s Articles of Association;

• 

 identifying and nominating for the approval of the Board, candidates to fi ll Board 
vacancies as and when they arise; and

•  considering any matter relating to the continuation in offi ce of any Director at any time.

The Board has confi rmed that the systems and procedures employed by the Development 
Manager, including the work carried out by the internal auditor of the Development 
Manager, provide suffi cient assurance that a sound system of risk management and 
internal control is maintained. An internal audit function specifi c to the Company is 
therefore considered not necessary. However, the directors will continue to monitor if such 
need is required. 

REMUNERATION COMMITTEE

The Remuneration Committee is chaired by John Lynton Jones. Other committee members 
are David Harris and Ismail Shahudin. 

The Committee meets at least once a year and at any such times as the Chairman of the 
Remuneration Committee shall require. The Committee met once during the year ended
31 December 2015. The meeting was attended by all committee members and other 
Board members at the invitation of the Remuneration Committee.

During the year ended 31 December 2015, the Remuneration Committee carried out its 
duties as set out in its terms of reference which are summarised below:

ASEANA PROPERTIES LIMITED  |  23

AUDITOR

The Audit Committee’s responsibilities include monitoring and reviewing the performance 
and independence of the Company’s Auditor, KPMG LLP. 

Pursuant to audit and ethical standards, the auditor is required to assess and confi rm to 
the Board their independence, integrity and objectivity. The auditor has carried out this 
assessment and considers themselves to be independent, objective and in compliance 
with the APB (Auditing Practices Board) Ethical Standards.

CORPORATE GOVERNANCE 
STATEMENTcont’d

RISK MANAGEMENT AND INTERNAL CONTROL

The Board is responsible for the effectiveness of the Company’s risk management and 
internal control systems and is supplied with information to enable it to discharge its 
duties. Such systems are designed to meet the particular needs of the Company and 
to manage rather than eliminate the risk of failure to meet business objectives and can 
only provide reasonable, and not absolute, assurance against material misstatement or 
loss. The process is based principally on the Development Manager’s existing risk-based 
approach to risk management and internal control. 

During the year, the Board discharged its responsibility for risk management and internal 
control through the following key procedures:

• 

 clearly defi ned delegation of responsibilities to the committees of the Board and to the 
Development Manager, including authorisation levels for all aspects of the business;

• 

 regular and comprehensive information provided to the Board covering fi nancial 
performance and key business indicators;

• 

 a detailed system of budgeting, planning and reporting which is approved by the Board 
and monitoring of results against budget with variances being followed up and action 
taken, where necessary; and

•  regular visits to operating units and projects by the Board.

In compliance with the Bribery Act 2010 (the “Act”), the Board has established a 
framework to comply with the requirement of the Act. The Development Manager had set 
up a legal and compliance function for the purposes of implementing the anti-corruption 
and anti-bribery policy. Training and briefi ng sessions were conducted for the Development 
Manager’s senior management and employees. Compliance review will be carried out as 
and when required to ensure the effectiveness of the policy.

RELATIONSHIP WITH SHAREHOLDERS

The Board is committed to maintaining good communications with shareholders and has 
designated the Development Manager’s Chief Executive Offi cer, Chief Financial Offi cer 
and designated members of its senior management as the principal spokepersons 
with investors, analysts, fund managers, the press and other interested parties. The 
Board is informed of material information provided to shareholders and is advised on 
their feedback. The Board has also developed an understanding of the views of major 
shareholders about the Company through meetings and teleconferences conducted by 
the fi nancial adviser and the Development Manager. In addition, the Company seeks to 
regularly update shareholders through stock exchange announcements, press releases 
and participation in roadshows. 

To promote effective communication, the Company has a website, www.aseanaproperties.com 
through which shareholders and investors can access relevant information. 

ANNUAL GENERAL MEETING (“AGM”)

The AGM is the principal forum for dialogue with shareholders. At and after the AGM, 
investors are given the opportunity to question the Board and seek clarifi cation on the 
business and affairs of the Group. All Directors attended the 2015 AGM, held on 22 June 
2015 at the Company’s registered offi ce.

Notices of the AGM and related papers are sent out to shareholders in good time to 
allow for full consideration prior to the AGM. Each item of special business included is 
accompanied by an explanation of the purpose and effect of a proposed resolution. The 
Chairman declares the number of votes received for, against and withheld in respect of 
each resolution after the shareholders and proxies present have voted on each resolution. 
An announcement confi rming whether all the resolutions have been passed at the AGM is 
made through the London Stock Exchange. 

On behalf of the Board 

MOHAMMED AZLAN HASHIM 
Director  

CHRISTOPHER HENRY LOVELL
Director

26 April 2016

24  |  ASEANA PROPERTIES LIMITED

 
 
 
INDEPENDENT
AUDITOR’S REPORT 

INDEPENDENT AUDITOR’S REPORT 
TO THE MEMBERS
OF ASEANA PROPERTIES LIMITED

OPINION ON FINANCIAL STATEMENTS

In our opinion the fi nancial statements: 

We have audited the group and parent company 
fi nancial statements of Aseana Properties Limited for 
the year ended 31 December 2015 which comprise the 
Consolidated and Company Statements of Comprehensive 
Income, the Consolidated and Company Statements 
of Financial Position, the Consolidated and Company 
Statements of Changes in Equity, the Consolidated and 
Company Statements of Cash Flows and the related notes. 
The fi nancial reporting framework that has been applied 
in their preparation is applicable law and International 
Financial Reporting Standards.

This report is made solely to the company’s members, as 
a body, in accordance with Article 113A of the Companies 
(Jersey) Law 1991. Our audit work has been undertaken 
so that we might state to the company’s members 
those matters we are required to state to them in an 
auditor’s report and for no other purpose. To the fullest 
extent permitted by law, we do not accept or assume 
responsibility to anyone other than the company and the 
company’s members as a body, for our audit work, for this 
report, or for the opinions we have formed. 

RESPECTIVE RESPONSIBILITIES OF
DIRECTORS AND AUDITORS

As explained more fully in the Statement of Directors’ 
Responsibilities set out on page 20, the directors are 
responsible for the preparation of fi nancial statements 
which give a true and fair view. Our responsibility is to 
audit, and express an opinion on, the fi nancial statements 
in accordance with applicable law and International 
Standards on Auditing (UK and Ireland). Those standards 
require us to comply with the Auditing Practices Board’s 
Ethical Standards for Auditors.

SCOPE OF THE AUDIT OF THE 
FINANCIAL STATEMENTS

An audit involves obtaining evidence about the amounts 
and disclosures in the fi nancial statements suffi cient to 
give reasonable assurance that the fi nancial statements 
are free from material misstatement, whether caused by 
fraud or error. This includes an assessment of: whether 
the accounting policies are appropriate to the group’s 
and parent company’s circumstances and have been 
consistently applied and adequately disclosed; the 
reasonableness of signifi cant accounting estimates 
made by the directors; and the overall presentation of 
the fi nancial statements. In addition, we read all the 
fi nancial and non-fi nancial information in the Annual 
Report to identify material inconsistencies with the audited 
fi nancial statements and to identify any information that 
is apparently materially incorrect based on, or materially 
inconsistent with, the knowledge acquired by us in the 
course of performing the audit. If we become aware of any 
apparent material misstatements or inconsistencies we 
consider the implications for our report. 

• 

  give a true and fair view, in accordance with 
International Financial Reporting Standards of the 
state of the group’s and parent company’s affairs as at 
31 December 2015 and of the group’s and the parent 
company’s loss for the year then ended; and

• 

 have been properly prepared in accordance with the 
Companies (Jersey) Law 1991.

Matters on which we are required to report by 
exception

We have nothing to report in respect of the following 
matters where the Companies (Jersey) Law 1991 requires 
us to report to you if, in our opinion:

• 

 proper accounting records have not been kept by the 
company; or

• 

 proper returns adequate for our audit have not been 
received from branches not visited by us; or

• 

 the company fi nancial statements are not in agreement 
with the accounting records and returns; or

•  

 we have not received all the information and 
explanations we require for our audit.

RICHARD KELLY
for and on behalf of KPMG LLP
Chartered Accountants and Recognised Auditor
15 Canada Square
London E14 5GL 

26 April 2016

Notes:
• 

 The maintenance and integrity of Aseana’s website 
is the responsibility of the directors; the work carried 
out by auditors does not involve consideration of 
these matters and accordingly, KPMG LLP accepts no 
responsibility for any changes that may have occurred 
to the fi nancial statements or our audit report since 26 
April 2016. KPMG LLP has carried out no procedures of 
any nature subsequent to 26 April 2016 which in any 
way extends this date.

• 

 Legislation in Jersey governing the preparation and 
dissemination of fi nancial statements may differ from 
legislation in other jurisdictions. The directors shall 
remain responsible for establishing and controlling the 
process for doing so, and for ensuring that the fi nancial 
statements are complete and unaltered in any way.

ASEANA PROPERTIES LIMITED  |  25

FINANCIAL 
STATEMENTS

INVESTMENT 
GATEWAY
TO
MALAYSIA 
AND
VIETNAM

CONTENTS

27
Consolidated Statement of Comprehensive 
Income

28
Company Statement of Comprehensive 
Income

29
Consolidated Statement of Financial Position

30

Company Statement of Financial Position

31
Statements of Changes In Equity

32
Consolidated Statement of Cash Flows

33

Company Statement of Cash Flows

34 
Notes to the Financial Statements

26  |  ASEANA PROPERTIES LIMITED

CONSOLIDATED STATEMENT OF 
COMPREHENSIVE INCOME

For The Year Ended 31 December 2015

CONTINUING ACTIVITIES 

Revenue 

Cost of sales 

Gross profit 

Other income 

Administrative expenses 

Foreign exchange (loss)/ gain  

Management fees 

Marketing expenses 

Other operating expenses 

Operating (loss)/ profit 

Finance income 

Finance costs 

Net finance costs 

Gain on disposal of investment in associate 

Share of loss of equity-accounted associate, net of tax 

Net (loss)/ profit before taxation 

Taxation 

(Loss)/ profit for the year 

Other comprehensive income/ (expense), net of tax

Items that are or may be reclassified subsequently to profit or loss

Foreign currency translation differences for foreign operations 

Increase in fair value of available-for-sale investments 

Total other comprehensive expense for the year 

Total comprehensive loss for the year 

(Loss)/ profit attributable to:

Equity holders of the parent 

Non-controlling interests 

Total 

Total comprehensive loss attributable to:

Equity holders of the parent 

Non-controlling interests 

Total 

(Loss)/ earnings per share
Basic and diluted (US cents)   

The notes to the financial statements form an integral part of the financial statements.

ASEANA PROPERTIES LIMITED  |  27

Notes 

2015 
US$’000 

2014
US$’000

5 

6 

7 

8 

9 

11 

17 

17 

12 

13 

19 

14 

18 

22,096 

(21,612) 

484 

29,561 

(1,787) 

(2,915) 

(3,115) 

(288) 

85,102

(51,821)

33,281

27,369

(1,193)

716

(3,344)

(823)

(31,916) 

(32,715)

(9,976) 

355 

(11,031) 

(10,676) 

– 

– 

(20,652) 

(1,278) 

23,291

577

(13,760)

(13,183)

5,641

(335)

15,414

(9,387)

(21,930) 

6,027

(15,920) 

2,190 

(7,388)

125

(13,730) 

(7,263)

(35,660) 

(1,236)

(15,784) 

(6,146) 

9,091

(3,064)

(21,930) 

6,027

(29,748) 

(5,912) 

2,074

(3,310)

(35,660) 

(1,236)

15 

(7.44) 

4.29

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
COMPANY STATEMENT OF 
COMPREHENSIVE INCOME 

For The Year Ended 31 December 2015

CONTINUING ACTIVITIES 

Revenue 

Cost of sales 

Gross profit 

Administrative expenses 

Foreign exchange gain 

Management fees 

Impairment of investment in subsidiaries 

Impairment of amount due from subsidiaries 

Other operating expenses 

Operating loss 

Finance income 

Net loss before taxation 

Taxation  

Loss for the year/ Total comprehensive loss for the year 

Loss per share

Basic and diluted (US cents)   

Notes 

2015 
US$’000 

2014
US$’000

– 

– 

– 

(519) 

4,118 

(1,257) 

(6,284) 

(8,223) 

(878) 

–

–

–

(533)

979

(1,180)

(124)

(15,103)

(499)

(13,043) 

(16,460)

17 

21

(13,026) 

(16,439)

– 

–

(13,026) 

(16,439)

8 

9 

18 

25 

11 

12 

15 

(6.14) 

(7.75)

The notes to the financial statements form an integral part of the financial statements.

28  |  ASEANA PROPERTIES LIMITED

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CONSOLIDATED STATEMENT OF 
FINANCIAL POSITION

At 31 December 2015

Non-current assets
Property, plant and equipment 
Investment in an associate 
Available-for-sale investments  
Intangible assets 
Deferred tax assets 

Total non-current assets 

Current assets
Inventories 
Held-for-trading financial instrument 
Trade and other receivables 
Prepayments 
Current tax assets 
Cash and cash equivalents  

Total current assets 

TOTAL ASSETS 

Equity
Share capital 
Share premium  
Capital redemption reserve 
Translation reserve 
Fair value reserve 
Accumulated losses 

Shareholders’ equity 
Non-controlling interests 

Total equity 

Non-current liabilities
Amount due to non-controlling interests 
Loans and borrowings 
Medium term notes 

Total non-current liabilities   

Current liabilities
Trade and other payables 
Amount due to non-controlling interests 
Loans and borrowings 
Medium term notes 
Current tax liabilities 

Total current liabilities 

Total liabilities 

TOTAL EQUITY AND LIABILITIES 

Notes 

2015 
US$’000 

2014
US$’000

16 
17 
19 
20 
21 

22 
23 
24 

26 

27 
28 
29 
30 
31 
32 

18 

34 
35 
36 

33 
34 
35 
36 

861 
– 
9,917 
7,233 
1,337 

1,018
–
12,822
8,798
1,683

19,348 

24,321

307,328 
– 
17,741 
218 
1,360 
22,978 

381,778
4,041
8,359
337
513
26,011

349,625 

421,039

368,973 

445,360

10,601 
218,926 
1,899 
(26,401) 
2,441 
(77,301) 

130,165 
1,433 

10,601
218,926
1,899
(10,247)
251
(60,932)

160,498
10,187

131,598 

170,685

– 
55,823 
10,330 

1,120
53,364
84,993

66,153 

139,477

37,336 
10,014 
13,500 
108,190 
2,182 

40,510
10,222
19,274
60,237
4,955

171,222 

135,198

237,375 

274,675

368,973 

445,360

Included in the other receivables at 31 December 2015 is US$6,400,000 representing the balance of consideration receivable for the disposal of the Group’s 55% equity interest in ASPL PLB-
Nam Long Ltd Liability Co, a subsidiary of the Group. Other receivables also includes an interest free advance of US$1,000,000 which was provided by the Group to ASPL PLB-Nam Long Ltd 
Liability Co in previous financial years in the form of a shareholder’s loan for working capital purposes. The shareholder’s loan was undertaken by the buyer as part of the disposal arrangement.

The balance of consideration receivable of US$6,400,000 was subsequently received on 13 January 2016, while US$880,000 out of the US$1,000,000 shareholder’s loan was received on 3 
March 2016. 

The financial statements were approved on 26 April 2016 and authorised for issue by the Board and were signed on its behalf by

MOHAMMED AZLAN HASHIM  
Director 

CHRISTOPHER HENRY LOVELL
Director

The notes to the financial statements form an integral part of the financial statements.

ASEANA PROPERTIES LIMITED  |  29

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
COMPANY STATEMENT OF 
FINANCIAL POSITION 

At 31 December 2015

Non-current asset

Investment in subsidiaries 

Total non-current asset 

Current assets

Trade and other receivables 

Amounts due from subsidiaries 

Cash and cash equivalents  

Total current assets 

TOTAL ASSETS 

Equity

Share capital 

Share premium  

Capital redemption reserve 

Accumulated losses 

Total equity 

Current liabilities

Trade and other payables 

Amounts due to subsidiaries   

Total current liabilities 

Total liabilities 

TOTAL EQUITY AND LIABILITIES 

The financial statements were approved on 26 April 2016 and authorised for issue by the Board and were signed on its behalf by

MOHAMMED AZLAN HASHIM  
Director 

CHRISTOPHER HENRY LOVELL
Director

Notes 

2015 
US$’000 

2014
US$’000

18 

68,233 

74,517

68,233 

74,517

24 

25 

26 

27 

28 

29 

32 

33 

25 

– 

157,566 

9,094 

18

161,255

6,454

166,660 

167,727

234,893 

242,244

10,601 

218,926 

1,899 

10,601

218,926

1,899

(72,747) 

(59,721)

158,679 

171,705

185 

76,029 

146

70,393

76,214 

70,539

76,214 

70,539

234,893 

242,244

The notes to the financial statements form an integral part of the financial statements.

30  |  ASEANA PROPERTIES LIMITED

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENTS OF
CHANGES IN EQUITY

For The Year Ended 31 December 2015

Consolidated 

1 January 2014 

Changes in ownership interests 

 in subsidiaries (Note 39) 

Non-controlling interests contribution 

Profit for the year 

Total other comprehensive expense 

Total comprehensive loss 

Redeemable 

Ordinary  Management 
Shares  
US$’000 

Shares 
US$’000 

Capital 
Share  Redemption 
Reserve 
US$’000 

Premium 
US$’000 

Translation 
Reserve 
US$’000 

Fair Value  Accumulated 
Losses 
US$’000 

Reserve 
US$’000 

Non- 
Holders of  Controlling 
Interests 
the Parent 
US$’000 
US$’000 

Total
Equity
US$’000

  Total Equity
  Attributable
to Equity 

10,601 

– 

218,926 

1,899 

(3,105) 

126 

(69,876) 

158,571 

11,429 

170,000

– 

– 

– 

– 

– 

– 

– 

– 

– 

– 

– 

– 

– 

– 

– 

– 

– 

– 

– 

– 

– 

– 

– 

(7,142) 

(7,142) 

– 

– 

– 

125 

125 

(147) 

– 

(147) 

– 

147 

1,921 

9,091 

9,091 

(3,064) 

– 

(7,017) 

(246) 

9,091 

2,074 

(3,310) 

–

1,921

6,027

(7,263)

(1,236)

At 31 December 2014/ 1 January 2015 

10,601 

– 

218,926 

1,899 

(10,247) 

251 

(60,932)  160,498 

10,187 

170,685

Issuance of management shares (Note 27) 

Changes in ownership interests 

 in subsidiaries (Note 39) 

Non-controlling interests contribution 

Loss for the year 

Total other comprehensive expense 

Total comprehensive loss 

– 

– 

– 

– 

– 

– 

–* 

– 

– 

– 

– 

– 

– 

– 

– 

– 

– 

– 

– 

– 

– 

– 

– 

– 

– 

– 

– 

– 

– 

– 

– 

– 

(16,154) 

(16,154) 

2,190 

2,190 

– 

– 

– 

–*

(585) 

(585) 

(5,340) 

(5,925)

– 

– 

2,498 

2,498

(15,784) 

(15,784) 

(6,146) 

(21,930)

– 

(13,964) 

234 

(13,730)

(15,784) 

(29,748) 

(5,912) 

(35,660)

Shareholders’ equity at 31 December 2015 

10,601 

–*  218,926 

1,899 

(26,401) 

2,441 

(77,301)  130,165 

1,433 

131,598

Company 

1 January 2014 

Loss for the year/ Total comprehensive loss 

At 31 December 2014/ 1 January 2015 

Issuance of management shares (Note 27) 

Loss for the year/ Total comprehensive loss 

  Redeemable 

Ordinary  Management 
Shares 
US$’000 

Shares 
US$’000 

Capital
Share  Redemption  Accumulated 
Losses 
US$’000 

Reserve 
US$’000 

Premium 
US$’000 

Total
Equity
US$’000

10,601 

– 

– 

– 

218,926 

1,899 

(43,282) 

188,144

– 

– 

(16,439) 

(16,439)

10,601 

– 

218,926 

1,899 

(59,721)  171,705

– 

– 

–* 

– 

– 

– 

– 

– 

– 

–*

(13,026) 

(13,026)

Shareholders’ equity at 31 December 2015 

10,601 

–*  218,926 

1,899 

(72,747)  158,679

* represents 2 management shares at US$0.05 each

The notes to the financial statements form an integral part of the financial statements.

ASEANA PROPERTIES LIMITED  |  31

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CONSOLIDATED STATEMENT
OF CASH FLOWS 

For The Year Ended 31 December 2015

Cash Flows from Operating Activities
Net (loss)/ profit before taxation 
Finance income 
Finance costs 
Unrealised foreign exchange loss/ (gain) 
Impairment of goodwill 
Depreciation of property, plant and equipment 
Gain on disposal of available-for-sale investments 
Gain on disposal of investment in an associate 
Gain on disposal of property, plant and equipment 
Gain on disposal of a subsidiary 
Share of loss of equity-accounted associate, net of tax 
Fair value loss/ (gain) on amount due to non-controlling interests 
Fair value gain on held-for-trading financial instrument 

Operating (loss)/ profit before changes in working capital 
Changes in working capital:
Decrease in inventories 
(Increase)/ Decrease in trade and other receivables and prepayments 
Increase/ (Decrease) in trade and other payables 

Cash generated from operations 
Interest paid 
Tax paid 

Net cash used in operating activities 

Cash Flows from Investing Activities
Repayment from associate 
Proceeds from disposal of available-for-sale investments 
Net cash outflow from disposal of a subsidiary 
Proceeds from disposal of investment in an associate 
Proceeds from disposal of property, plant and equipment 
Disposal/ (purchase) of held-for-trading financial instrument 
Purchase of property, plant and equipment 
Finance income received 

Net cash generated from investing activities 

Cash Flows from Financing Activities
Advances from non-controlling interests  
Issuance of ordinary shares of subsidiaries to non-controlling interests (ii) 
Issuance of management shares 
Repayment of loans and borrowings 
Drawdown of loans and borrowings 
Increase in pledged deposits placed in licensed banks 

Net cash generated from financing activities 

Net changes in cash and cash equivalents during the year 
Effect of changes in exchange rates 
Cash and cash equivalents at the beginning of the year (i) 

Cash and cash equivalents at the end of the year (i) 

Notes 

2015 
US$’000 

2014
US$’000

(20,652) 
(355) 
11,031 
2,544 
1,565 
105 
(806) 
– 
– 
(675) 
– 
320 
– 

15,414
(577)
13,760
(291)
4,727
122
–
(5,641)
(3)
–
335
(320)
(39)

(6,923) 

27,487

8,245 
(4,105) 
7,249 

4,466 
(11,031) 
(4,321) 

29,437
647
(40,615)

16,956
(13,760)
(6,679)

(10,886) 

(3,483)

– 
5,359 
(146) 
– 
– 
3,291 
– 
355 

853
–
–
5,306
12
(3,651)
(20)
577

8,859 

3,077

1,067 
1,058 

–* 
(15,854) 
16,046 
(1,537) 

1,635
1,921
–
(16,858)
17,108
–

780 

3,806

(1,247) 
(1,632) 
16,211 

3,400
(1,355)
14,166

13,332 

16,211

39 

(i) Cash and Cash Equivalents

Cash and cash equivalents included in the consolidated statement of cash flows comprise the following
consolidated statement of financial position amounts:

Cash and bank balances       
Short term bank deposits       

Less: Deposits pledged 

  Cash and cash equivalents 

26 
26 

26 

9,143 
13,835 

22,978 
(9,646) 

13,332 

12,057
13,954

26,011
(9,800)

16,211

(ii)   During the financial year, US$2,498,000 (2014: US$1,921,000) of ordinary shares of subsidiaries were issued to non-controlling shareholders, of which US$1,058,000 (2014: US$1,921,000) 

was satisfied via cash consideration. The remaining amount of US$1,440,000 was satisfied via capitalisation of amount due to non-controlling interests.

*   represents 2 management shares of US$0.05 each

The notes to the financial statements form an integral part of the financial statements.

32  |  ASEANA PROPERTIES LIMITED

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
COMPANY STATEMENT
OF CASH FLOWS 

For The Year Ended 31 December 2015

Cash Flows from Operating Activities

Net loss before taxation  

Impairment of investment in subsidiaries 

Impairment of amount due from subsidiaries 

Finance income 

Unrealised foreign exchange gain 

Operating loss before changes in working capital 

Changes in working capital:

Decrease/ (Increase) in receivables 

Increase/ (Decrease) in payables 

Net cash used in operating activities 

Cash Flows from Investing Activities

Advances to subsidiaries 

Finance income received 

Net cash used in investing activities 

Cash Flows from Financing Activities

Advances from subsidiaries 

Issuance of management shares 

Net cash generated from financing activities 

Net changes in cash and cash equivalents during the year 

Effect of changes in exchange rates 

Cash and cash equivalents at the beginning of the year 

Notes 

2015 
US$’000 

2014
US$’000

(13,026) 

(16,439)

6,284 

8,223 

(17) 

(4,345) 

124

15,103

(21)

(1,175)

(2,881) 

(2,408)

18 

39 

(18)

(1,107)

(2,824) 

(3,533)

(15,266) 

(17,933)

17 

21

(15,249) 

(17,912)

20,679 

–* 

26,205

–

20,679 

26,205

2,606 

34 

6,454 

4,760

(9)

1,703

Cash and cash equivalents at the end of the year    

26 

9,094 

6,454

*   represents 2 management shares of US$0.05 each

The notes to the financial statements form an integral part of the financial statements.

ASEANA PROPERTIES LIMITED  |  33

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE
FINANCIAL STATEMENTS 

1  GENERAL INFORMATION

New/Revised International Financial Reporting Standards

 The principal activities of the Group and the Company are the acquisition, development 
and redevelopment of upscale residential, commercial, hospitality and healthcare projects 
in the major cities of Malaysia and Vietnam. The Group typically invests in development 
projects  at  the  pre-construction  stage  and  may  also  selectively  invest  in  projects  in 
construction and newly completed projects with potential capital appreciation.

2  BASIS OF PREPARATION

2.1 Statement of compliance and going concern

 The  Group  and  the  Company  financial  statements  have  been  prepared  in 
accordance  with  International  Financial  Reporting  Standards  (“IFRS”),  and  IFRIC 
interpretations issued, and effective, or issued and early adopted, at the date of 
these financial statements. 

 The  preparation  of  financial  statements  in  conformity  with  IFRS  requires  the 
use  of  estimates  and  assumptions  that  affect  the  reported  amounts  of  assets 
and liabilities at the date of the financial  statements and  the  reported  amounts 
of expenses during the reporting period. Although these estimates are based on 
management’s  best  knowledge  of  the  amount,  event  or  actions,  actual  results 
ultimately may differ from those estimates. The Board has reviewed the accounting 
policies set out below and considers them to be the most appropriate to the Group’s 
business activities. 

 The financial statements have been prepared on the historical cost basis except for 
available-for-sale investments and held-for-trading financial instruments which are 
measured at fair value and on the assumption that the Group and the Company are 
going concerns.

 The Group has prepared and considered prospective financial information based 
on assumptions and events that may occur for at least 12 months from the date 
of  approval  of  the  financial  statements  and  the  possible  actions  to  be  taken  by 
the Group. Prospective financial information includes the Group’s profit and cash 
flow forecasts for the ongoing projects. In preparing the cash flow forecasts, the 
Directors have considered the availability of cash, along with the adequacy of bank 
loans  and  medium  term  notes  and  refinancing  of  these  medium  term  notes  (as 
described in Notes 35 and 36). 

 Subsequent to year end, the Group entered into a sale and purchase agreement in 
relation to the sale of a completed inventory for a consideration of approximately 
US$104.60 million (RM418.70 million). The consideration receivable from the sale 
of the completed inventory will be used to repay a significant portion of medium 
term notes of the Group.

 The Directors expect to “roll-over” the remaining medium term notes which are due 
to expire in the next 12 months, as the notes are rated AAA (a highly sought after 
investment in Malaysia) and are backed by two remaining completed inventories 
of the Group with carrying amount of US$78.24 million as at 31 December 2015. 
Included in the terms of the medium term notes programme is an option for the 
Group  to  refinance  the  notes  as  provided  on  the  onset  of  the  programme.  The 
option is available until 2021. The forecasts also incorporate current payables, 
committed  expenditure  and  other  future  expected  expenditure,  along  with 
substantial sales of completed inventories, in addition to the disposal of certain 
land  held  for  property  development  and  available-for-sale  investments.  In  the 
event that the Group disposes any of the two remaining completed inventories 
that guaranteed the medium term notes, the proceeds from the disposal will be 
used to expire the notes.

 Based on these forecasts, cash resources and existing credit facilities, the Directors 
consider that the Group and the Company have adequate resources to continue 
in business for the foreseeable future. For this reason, the Directors continue to 
adopt the going concern basis in preparing the financial statements.

 The Group and the Company have not applied the following new/revised accounting 
standards that have been issued by International Accounting Standards Board but 
are not yet effective.

New/Revised International Financial Reporting Standards

Amendments resulting from 
September 2014 Annual 
Improvements to IFRSs

IFRS 5 
Non-current 
Assets Held 
for Sale and 
Discontinued 
Operations

Issued/ 
Revised

September 
2014

Effective Date

Annual periods 
beginning on or 
after 1 January 
2016

34  |  ASEANA PROPERTIES LIMITED

Issued/ 
Revised

September 
2014

July 2014

Amendments resulting from 
September 2014 Annual 
Improvements to IFRSs

Finalised version, incorporating 
requirements for classification and 
measurement, impairment, general 
hedge accounting and 
derecognition

Amendments regarding applying 
the consolidation exception

December 
2014

Amendments regarding the sale or 
contribution of assets between an 
investor and its associate or joint 
venture

December 
2015

Deferred 
indefinitely

Amendments regarding the 
accounting for acquisitions of an 
interest in a joint operation

May 2014

Amendments regarding applying 
the consolidation exception

December 
2014

Original Issue

IASB defers effective date to 
annual periods beginning on or 
after 1 January 2018

January 
2014

April 2016

IFRS 7 
Financial 
Instruments: 
Disclosures

IFRS 9 
Financial 
Instruments

IFRS 10 
Consolidated 
Financial 
Statements

IFRS 10 
Consolidated 
Financial 
Statements

IFRS 11 Joint 
Arrangements

IFRS 12 
Disclosure of 
Interests in 
Other Entities

IFRS 14 
Regulatory 
Deferral 
Accounts

IFRS 15 
Revenue from 
Contracts with 
Customers

IFRS 16 
Leases

Original Issue

January 
2016

IAS 1 
Presentation 
of Financial 
Statements

IAS 7 
Statement of 
Cash Flows

Amendments resulting from the 
disclosure initiative

December 
2014

Amendments resulting from the 
disclosure initiative

January 
2016

IAS 12 Income 
Taxes

Amendments regarding the 
recognition of deferred tax assets 
for unrealised losses

January 
2016

IAS 19 
Employee 
Benefits

Amendments resulting from 
September 2014 Annual 
Improvements to IFRSs

Amendments regarding the 
clarification of acceptable methods 
of depreciation and amortisation

May 2014

Amendments bringing agriculture 
bearer plants from the scope of IAS 
41 into the scope of IAS 16 so that 
they are accounted for in the same 
way as property, plant and 
equipment

June 2014

September 
2014

August 
2014

Amendments reinstating the equity 
method as an accounting option for 
investments in subsidiaries, joint 
ventures and associates in an 
entity’s separate financial 
statements

Amendments regarding the 
application of the consolidation 
exception

December 
2014

IAS 16 
Property, 
Plant and 
Equipment

IAS 16 
Property, 
Plant and 
Equipment

IAS 27 
Separate 
Financial 
Statements 
(as amended 
in 2011)

IAS 28 
Investments 
in Associates 
and Joint 
Ventures

IAS 28 
Investments 
in Associates 
and Joint 
Ventures

Amendments regarding the sale or 
contribution of assets between an 
investor and its associate or joint 
venture

December 
2015

Deferred 
indefinitely

Effective Date

Annual periods 
beginning on or 
after 1 January 
2016

Effective for 
annual periods 
beginning on or 
after 1 January 
2018

Annual periods 
beginning on or 
after 1 January 
2016

Annual periods 
beginning on or 
after 1 January 
2016

Annual periods 
beginning on or 
after 1 January 
2016

Annual periods 
beginning on or 
after 1 January 
2016

Applies to an 
entity’s first 
annual IFRS 
financial 
statements for a 
period beginning 
on or after 1 
January 2018

Annual periods 
beginning on or 
after 1 January 
2019

Annual periods 
beginning on or 
after 1 January 
2016

Annual periods 
beginning on or 
after 1 January 
2017

Annual periods 
beginning on or 
after 1 January 
2017

Annual periods 
beginning on or 
after 1 January 
2016

Annual periods 
beginning on or 
after 1 January 
2016

Annual periods 
beginning on or 
after 1 January 
2016

Annual periods 
beginning on or 
after 1 January 
2016

Annual periods 
beginning on or 
after 1 January 
2016

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2  BASIS OF PREPARATION cont’d

2.1 Statement of compliance and going concern cont’d

New/Revised International Financial Reporting Standards

IAS 38 
Intangible 
Assets

Amendments regarding the 
clarification of acceptable methods 
of depreciation and amortisation

IAS 41 
Agriculture

Amendments bringing agriculture 
bearer plants from the scope of IAS 
41 into the scope of IAS 16 so that 
they are accounted for in the same 
way as property, plant and 
equipment

Issued/ 
Revised

May 2014

June 2014

Effective Date

Annual periods 
beginning on or 
after 1 January 
2016

Annual periods 
beginning on or 
after 1 January 
2016

 The Directors anticipate that the adoption of the above standards, amendments 
and interpretations in future periods will have no material impact on the financial 
information of the Group or Company except as mentioned below. 

a. 

IFRS 9, Financial instruments

 IFRS 9, which becomes mandatory for the Group’s 2018 Consolidation Financial 
Statements,  could  change  the  classification  and  measurement  of  financial 
assets. The Directors are currently determining the impact of IFRS 9.

b. 

IFRS 15, Revenue from contracts with customers 

 IFRS  15  replaces  the  guidance  in  IFRS  11,  Construction  Contracts,  IFRS  18, 
Revenue, IC Interpretation 13, Customer Loyalty Programmes, IC Interpretation 
15, Agreements for Construction of Real Estate, IC Interpretation 18, Transfer of 
Assets from Customers and IC Interpretation 131, Revenue – Barter Transactions 
Involving  Advertising  Services.  The  Directors  are  currently  determining  the 
impact of IFRS 15.

2.2 Functional and presentation currency

 These  financial  statements  are  presented  in  US  Dollar  (US$),  which  is  the 
Company’s functional currency and the Group’s presentation currency. All financial 
information is presented in US$ and has been rounded to the nearest thousand, 
unless otherwise stated.

2.3 Use of estimates and judgements

 The preparation of the consolidated financial statements in conformity with IFRSs 
requires  management  to  make  judgements,  estimates  and  assumptions  that 
affect the application of accounting policies and the reported amounts of assets, 
liabilities, income and expenses. Actual results may differ from these estimates.

 Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions 
to accounting estimates are recognised in the period in which the estimates are 
revised and in any future periods affected.

 Information about critical judgements in applying accounting policies that have the 
most  significant  effect  on  the  amounts  recognised  in  the  consolidated  financial 
statements are discussed below:

a.  Net realisable value of inventories

 The Group assesses the net realisable value of inventories under development, 
land held for development and completed properties held for sale according 
to  their  recoverable  amounts  based  on  the  realisability  of  these  properties, 
taking into account estimated costs to completion based on past experience 
and committed contracts and estimated net sales based on prevailing market 
conditions.  Provision  is  made  when  events  or  changes  in  circumstances 
indicate that the carrying amounts at completion of development may exceed 
net  realisable  value.  The  assessment  requires  the  use  of  judgement  and 
estimates  in  relation  to  factors  such  as  sales  prices,  comparable  market 
transactions, occupancy levels, projected growth rates, and discount rates.

licence contracts and related relationship is attached (refer Note 2.3(a)). The 
assessment requires the use of judgement and estimates in relation to factors 
such as sales prices and comparable market transactions.

 The  Group  deregconises  licence  contracts  and  related  relationships  when  a 
component of the venture is disposed of.

c. 

Impairment of goodwill

 The Group assesses the recoverable amount of goodwill by reference to the 
realisability of the properties of which the goodwill is attached to (refer Note 
2.3(a)). 

d.  Classification of assets as inventory

 The  Group  continues  to  classify  its  completed  developments,  namely  the 
hotels,  mall  and  hospital  as  inventories  not  investment  properties,  as  the 
Group’s intention is to dispose these assets rather than hold them for rentals 
or capital appreciation. The Group operates these inventories temporarily to 
stabilise its operation while seeking for a potential buyer.

3  SIGNIFICANT ACCOUNTING POLICIES

3.1 Basis of Consolidation

a.  Business combinations

 Business combinations are accounted for using the acquisition method as at the 
acquisition date, which is the date on which control is transferred to the Group. 

 For new acquisitions, the Group measures the cost of goodwill at the acquisition 
date as:

• 
• 
• 

• 

the fair value of the consideration transferred; plus
 the recognised amount of any non-controlling interests in the acquiree; plus
 if  the  business  combination  is  achieved  in  stages,  the  fair  value  of  the 
existing equity interest in the acquiree; less
 the net recognised amount (generally fair value) of the identifiable assets 
acquired and liabilities assumed.

 When the excess is negative, a bargain purchase gain is recognised immediately 
in profit or loss.

 The consideration transferred does not include amounts related to the settlement 
of pre-existing relationships. Such amounts generally are recognised in profit or 
loss.

 Transaction costs related to the acquisition, other than those associated with 
the issue of debt or equity securities, that the Group incurs in connection with a 
business combination are expensed as incurred.

 Any contingent consideration payable is measured at fair value at the acquisition 
date.  If  the  contingent  consideration  is  classified  as  equity,  then  it  is  not 
remeasured and settlement is accounted for within equity. 

 Otherwise, subsequent changes in the fair value of the contingent consideration 
are recognised in profit or loss.

Acquisitions prior to 1 January 2010

 For  acquisitions  prior  to  1  January  2010,  goodwill  represents  the  excess  of 
the cost of the acquisition over the Group’s interest in the recognised amount 
(generally fair value) of the identifiable assets, liabilities and contingent liabilities 
of the acquiree. When the excess was negative, a bargain purchase gain was 
recognised immediately in profit or loss.

 Transaction costs, other than those associated with the issue of debt or equity 
securities,  that  the  Group  incurred  in  connection  with  business  combinations 
were capitalised as part of the cost of the acquisition.

b. 

Impairment of licence contracts and related relationships 

b.  Acquisition of non-controlling interests

 Licence contracts and related relationships represent the rights to develop the 
International Healthcare Park venture with the operation period ending on 9 
July 2077.

 The Group assesses the recoverable amount of licence contracts and related 
relationships  by  reference  to  the  realisability  of  the  properties  of  which  the 

 Acquisitions of non-controlling interests are accounted for as transactions 
with  owners  in  their  capacity  as  owners  and  therefore  no  goodwill  is 
recognised  as  a  result.  Adjustments  to  non-controlling  interests  arising 
from  transactions  that  do  not  involve  the  loss  of  control  are  based  on  a 
proportionate amount of the net assets of the subsidiary.

ASEANA PROPERTIES LIMITED  |  35

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
NOTES TO THE
FINANCIAL STATEMENTS cont’d

3  SIGNIFICANT ACCOUNTING POLICIES cont’d

3.1  Basis of Consolidation cont’d

c.  Subsidiaries

 Subsidiaries are entities controlled by the Group. The financial statements of 
subsidiaries are included in the consolidated financial statements from the 
date that control commences until the date that control ceases.

 The accounting policies of subsidiaries have been changed when necessary 
to align them with the policies adopted by the Group. 

 The Group controls an entity when it is exposed, or has rights, to variable returns 
from  its  involvement  with  the  entity  and  has  the  ability  to  affect  those  returns 
through  its  power  over  the  entity.  Potential  voting  rights  are  considered  when 
assessing control only when such rights are substantive. The Group also considers 
it has de facto power over an investee when, despite not having the majority of 
voting rights, it has the current ability to direct the activities of the investee that 
significantly affect the investee’s return.

 Investments  in  subsidiaries  are  stated  in  the  Company’s  statement  of 
financial position at cost less any impairment losses, unless the investment 
is held for sale.

d. 

Loss of control

 On the loss of control, the Group derecognises the assets and liabilities of 
the  subsidiary,  any  non-controlling  interests  and  the  other  components  of 
equity related to the subsidiary. Any surplus or deficit arising on the loss of 
control is recognised in profit or loss. If the Group retains any interest in the 
previous subsidiary, then such interest is measured at fair value at the date 
that control is lost. Subsequently it is accounted for as an equity-accounted 
investee or as an available-for-sale financial asset depending on the level of 
influence retained.

e.  Associates

 Associates  are  those  entities  in  which  the  Group  exercises  significant 
influence, but not control over the financial and operating policies. Significant 
influence is presumed to exist when the Group holds between 20% to 50% of 
the voting power of another entity.

 Investments  in  associated  entities  are  accounted  for  using  the  equity 
method and are recognised initially at cost. The cost of investment includes 
transaction costs.

 The consolidated financial statements include the Group’s share of the profit 
or loss and other comprehensive income of equity-accounted investees, after 
adjustments  to  align  the  accounting  policies  with  those  of  the  Group,  from 
the date that significant influence commences until the date that significant 
influence ceases.

 When  the  Group’s  share  of  losses  exceeds  its  interest  in  an  associate,  the 
carrying  amount  of  that  investment,  including  any  long-term  interests  that 
form  part  thereof,  is  reduced  to  zero,  and  the  recognition  of  further  losses 
is discontinued except to the extent that the Group has an obligation or has 
made payments on behalf of the associate.

 Non-monetary  assets  and  liabilities  denominated  in  foreign  currencies  that 
are measured at fair value are retranslated to the functional currency at the 
exchange rate at the date that the fair value was determined. Non-monetary 
items in a foreign currency that are measured in terms of historical cost are 
translated  using  the  exchange  rate  at  the  date  of  the  transaction.  Foreign 
currency differences arising on retranslation are recognised in profit or loss, 
except for differences arising on the retranslation of available-for-sale equity 
investments, which are recognised in other comprehensive income.

b.  Foreign operations

 The  assets  and  liabilities  of  foreign  operations,  including  goodwill  and  fair 
value adjustments arising on acquisition, are translated to US$ at exchange 
rates at the reporting date. The income and expenses of foreign operations, 
are translated to US$ at exchange rates at the dates of the transactions.

 Foreign currency differences are recognised in other comprehensive income, 
and  presented  in  the  foreign  currency  translation  reserve  (“translation 
reserve”)  in  equity.  However,  if  the  foreign  operation  is  a  non-wholly  owned 
subsidiary, then the relevant proportionate share of the translation difference 
is  allocated  to  the  non-controlling  interest.  When  a  foreign  operation  is 
disposed of such that control, significant influence or joint control is lost, the 
cumulative amount in the translation reserve related to that foreign operation 
is reclassified to profit or loss as part of the gain or loss on disposal. When 
the Group disposes of only part of its interest in a subsidiary that includes 
a  foreign  operation  while  retaining  control,  the  relevant  proportion  of  the 
cumulative amount is reattributed to non-controlling interest. When the Group 
disposes of only part of its investment in an associate that includes a foreign 
operation  while  retaining  significant  influence  or  joint  control,  the  relevant 
proportion of the cumulative amount is reclassified to profit or loss.

 When  the  settlement  of  a  monetary  item  receivable  from  or  payable  to  a 
foreign operation is neither planned nor likely in the foreseeable future, foreign 
exchange gains and losses arising from such a monetary item are considered 
to form part of a net investment in a foreign operation and are recognised 
in other comprehensive income, and presented in the translation reserve in 
equity. 

3.3  Revenue Recognition and Other Income

 Revenue is recognised to the extent that it is probable that the economic benefits 
will  flow  to  the  Group  and  the  revenue  can  be  reliably  measured.  The  following 
specific recognition criteria must also be met before revenue is recognised:

a.  Sale of development properties

 Revenue  from  sales  of  properties  is  recognised  when  effective  control  of 
ownership of the properties is transferred to the purchasers which is when 
the completion certificate or occupancy permit has been issued as described 
in Note 5.

b. 

Interest income 

 Interest  income  is  recognised  as  it  accrues  using  the  effective  interest 
method in profit or loss except for interest income arising from temporary 
investment of borrowings taken specifically for the purpose of obtaining a 
qualifying asset which is accounted for in accordance with the accounting 
policy on borrowing costs.

f. 

Transactions eliminated on consolidation

c.  Rental income

 Intra-group  balances  and  transactions,  and  any  unrealised  income  and 
expenses arising from intra-group transactions, are eliminated in preparing the 
consolidated financial statements. Unrealised gains arising from transactions 
with equity-accounted investees are eliminated against the investment to the 
extent of the Group’s interest in the investee. Unrealised losses are eliminated 
in the same way as unrealised gains, but to the extent that there is no evidence 
of impairment.

3.2  Foreign Currencies

a.  Foreign currency transactions

 The Group financial statements are presented in United States Dollar (“US$”), 
which  is  the  Company’s  functional  and  the  Group’s  presentation  currency. 
Each  entity  in  the  Group  determines  its  own  functional  currency  and  items 
included in the financial statements of each entity are measured using that 
functional currency. Transactions in foreign currencies are translated to the 
respective  functional  currencies  of  the  Group  entities  at  exchange  rates  at 
the  dates  of  the  transactions.  Monetary  assets  and  liabilities  denominated 
in foreign currencies at the reporting date are retranslated to the functional 
currency at the exchange rate at that date. 

36  |  ASEANA PROPERTIES LIMITED

 Rental income is recognised in profit or loss on a straight-line basis over the 
lease term. Lease incentives granted are recognised as an integral part of the 
total rental income, over the term of the lease. Rental income is recognised as 
other income.

d.  Revenue from hotel, hospital and mall operations

 Revenue from hospital operations which include healthcare support services 
and medicine and medical services is recognised in the profit or loss net of 
service tax and discounts as and when services are rendered. Revenue from 
hospital operations is recognised as other income.

 Revenue  from  the  hotel  operations,  which  include  provision  of  rooms, 
food and beverage, other departments sales and laundry service fees are 
recognised when services are rendered. Revenue from hotel operations is 
recognised as other income.

 Revenue from mall operations is recognised in profit or loss on a straight-line 
basis over the term of the lease. Lease incentives granted are recognised 
as an integral part of the total rental income, over the term of the lease. 

 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3  SIGNIFICANT ACCOUNTING POLICIES cont’d 

3.3  Revenue Recognition and Other Income cont’d

d.  Revenue from hotel, hospital and mall operations cont’d

 Where a rent free period is included in a lease, the rental income foregone is 
allocated evenly over the period from the date the lease commencement to 
the earliest termination date. Revenue from mall operations is recognised as 
other income.

3.4  Property, Plant and Equipment

 All  property,  plant  and  equipment  are  stated  at  cost  less  depreciation  unless 
otherwise  stated.  Cost  includes  all  relevant  external  expenditure  incurred  in 
acquiring the asset. 

 The  Group  selects  its  depreciation  rates  carefully  and  reviews  them  regularly  to 
take  account  of  any  changes  in  circumstances.  When  determining  expected 
economic 
lives,  the  Group  considers  the  expected  rate  of  technological 
developments  and  the  intensity  at  which  the  assets  are  expected  to  be  used.
All assets are subject to annual review and where necessary, further write-downs 
are made for any impairment in value.

 Property,  plant  and  equipment  are  recorded  at  cost,  excluding  the  costs  of
day-to-day servicing, less accumulated depreciation and accumulated impairment 
in  value.  Such  cost  includes  the  cost  of  replacing  parts  of  such  plant  and 
equipment  when  that  cost  is  incurred  if  the  recognition  criterias  are  met. 
Property,  plant  and  equipment  under  construction  are  not  depreciated  until  the 
assets are ready for their intended use. Depreciation is provided at rates calculated 
to write off the cost, less estimated residual value, of each asset on a straight-line 
basis over its expected useful life:

Furniture, fittings and equipment 
Motor vehicles   
Leasehold building 

4 - 10 years
5 years
6 - 25 years

 The  initial  cost  of  equipment  comprises  its  purchase  price,  including  import 
duties  and  non-refundable  purchase  taxes  and  any  directly  attributable  costs 
of bringing the asset to its working condition and location for its intended use. 
Expenditure  incurred  after  the  equipment  has  been  placed  into  operation, 
such  as  repairs  and  maintenance  and  overhaul  costs,  are  normally  charged  to 
profit or loss in the year in which the costs are incurred. In situations where it 
can  be  clearly  demonstrated  that  the  expenditure  has  resulted  in  an  increase 
in  the  future  economic  benefits  expected  to  be  obtained  from  the  use  of  an 
item  of  equipment  beyond  its  original  assessed  standard  of  performance,  the 
expenditures are capitalised as an additional cost of equipment. The useful life 
and  depreciation  method  are  reviewed  periodically  to  ensure  that  the  method 
and period of depreciation are consistent with the expected pattern of economic 
benefits from items of equipment.

 When significant parts of an item of property, plant and equipment have different 
useful  lives,  they  are  accounted  for  as  separate  items  (major  components)  of 
property, plant and equipment.

 The  cost  of  property,  plant  and  equipment  recognised  as  a  result  of  a  business 
combination is based on fair value at acquisition date. The fair value of property 
is  the  estimates  amount  for  which  a  property  could  be  exchanged  between 
knowledgeable willing parties in an arm’s length transaction after proper marketing 
wherein  the  parties  had  each  acted  knowledgeably,  prudently  and  without 
compulsion. The fair value of other items of plant and equipment is based on the 
quoted market prices for similar items when available and replacement cost when 
appropriate.

 An item of equipment is derecognised upon disposal or when no future economic 
benefits are expected from its use or disposal. Any gain or loss on derecognition of 
the asset (calculated as the difference between the net disposal proceeds and the 
carrying amount of the asset) is included in the profit or loss in the period the asset 
is derecognised.

3.5  Leased Assets

Finance leases

 Leases where the Group or the Company assumes substantially all the risks and 
rewards of ownership are classified as finance leases. Upon initial recognition, the 
leased asset is measured at an amount equal to the lower of its fair value and the 
present value of the minimum lease payments. Subsequent to initial recognition, 
the asset is accounted for in accordance with the accounting policy applicable to 
that asset.

 Minimum lease payments made under finance leases are apportioned between the 
finance expense and the reduction of the outstanding liability. The finance expense 
is  allocated  to  each  period  during  the  lease  term  so  as  to  produce  a  constant 
periodic rate of interest of the remaining balance of the liability. Contingent lease 
payments  are  accounted  for  by  revising  the  minimum  lease  payments  over  the 
remaining term of the lease when the lease adjustment is confirmed. 

3.6  Income Tax

 Income  tax  expense  comprises  current  tax  and  deferred  tax.  Current  tax  and 
deferred  tax  are  recognised  in  profit  or  loss  except  to  the  extent  that  it  relates 
to  a  business  combination,  or  items  recognised  directly  in  equity  or  in  other 
comprehensive income. 

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

 Deferred  tax  is  recognised  using  the  liability  method,  providing  for  temporary 
differences between the carrying amounts of assets and liabilities in the statement of 
financial position and their tax bases. Deferred tax is not recognised for the following 
temporary differences: the initial recognition of goodwill, and the initial recognition 
of assets or liabilities in a transaction that is not a business combination and that 
affects neither accounting nor taxable profit or loss. Deferred tax is measured at the 
tax rates that are expected to be applied to the temporary differences when they 
reverse, based on the laws that have been enacted or substantively enacted by the 
end of the reporting period.

 Deferred tax assets and liabilities are offset if there is a legally enforceable right to 
offset current tax liabilities and assets, and they relate to taxes levied by the same 
tax authority on the same taxable entity, or on different tax entities, but they intend 
to  settle  current  tax  liabilities  and  assets  on  a  net  basis  or  their  tax  assets  and 
liabilities will be realised simultaneously.

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

3.7  Financial Instruments

a.  Non-derivative financial assets

 The  Group  initially  recognises  loans  and  receivables  and  deposits  on  the 
date that they are originated. All other financial assets are recognised initially 
on the trade date, which is the date that the Group becomes a party to the 
contractual provisions of the instrument.

 Financial assets and liabilities are offset and the net amount presented in the 
statement of financial position when, and only when, the Group has a legal 
right to offset the amounts and intends either to settle on a net basis or to 
realise the asset and settle the liability simultaneously.

 The  Group  classifies  non-derivative  financial  assets  into  the  following 
categories:  financial  assets  at  fair  value  through  profit  or  loss,  loans  and 
receivables, and available-for-sale investments.

i. 

Financial assets at fair value through profit or loss

 A financial asset is classified as at fair value through profit or loss if it 
is classified as held-for-trading or is designated as at fair value through 
profit  or  loss  if  the  Group  manages  such  investments  and  makes 
purchase  and  sale  decisions  based  on  their  fair  value  in  accordance 
with the Group’s documented risk management or investment strategy. 
Attributable transaction costs are recognised in profit or loss as incurred. 
Financial  assets  at  fair  value  through  profit  or  loss  are  measured  at 
fair value and changes therein, which takes into account any dividend 
income, are recognised in profit or loss.

ii. 

Loans and receivables 

 Loans and receivables are non-derivative financial assets with fixed or 
determinable payments that are not quoted in an active market. Such 
assets are recognised initially at fair value plus any directly attributable 
transaction  costs.  Subsequent  to 
loans  and 
receivables are measured at amortised cost using the effective interest 
method, less any impairment losses.

initial  recognition, 

 Loans and receivables comprise cash and cash equivalents, trade and 
other receivables.

ASEANA PROPERTIES LIMITED  |  37

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE
FINANCIAL STATEMENTS cont’d

3  SIGNIFICANT ACCOUNTING POLICIES cont’d 

a. 

Licence Contracts and Related Relationships

3.7  Financial Instruments cont’d

a.  Non-derivative financial assets cont’d

iii.  Available-for-sale investments 

 Available-for-sale  investments  are  non-derivative  financial  assets  that 
are designated as available for sale or are not classified in any of the 
other  categories  of  financial  assets.  Available-for-sale  financial  assets 
are  recognised  initially  at  fair  value  plus  any  directly  attributable 
transaction costs. Subsequent to initial recognition, they are measured 
at  fair  value  and  changes  therein,  other  than  impairment  losses,  are 
recognised  in  other  comprehensive  income  and  presented  in  the  fair 
value reserve in equity. When an investment is derecognised, the gain or 
loss accumulated in equity is reclassified to profit or loss. 

 On  acquisition,  value  is  attributable  to  non-contractual  relationships  and 
other contracts of long-standing to the extent that future economic benefits 
are expected to flow from the relationships. Acquired licence contracts and 
related relationships have finite useful lives.

Subsequent measurement
 When a component of the project to which the licence contracts and related 
relationships  is  disposed  of,  the  part  of  the  carrying  amount  of  the  licence 
contracts and related relationships that has been allocated to the component 
is recognised in profit or loss.

b.  Goodwill

 Goodwill  that  arises  upon  the  acquisition  of  subsidiaries  is  included  in 
intangible assets. For the measurement of goodwill at initial recognition, see 
note 3.1(a).

b.  Non-derivative financial liabilities

3.10 Inventories

 All financial liabilities are recognised initially on the trade date, which is the date 
that the Group becomes a party to the contractual provisions of the instrument.

 The Group derecognises a financial liability when the contractual obligations 
are discharged, cancelled or expire.

 Financial assets and liabilities are offset and the net amount presented in the 
statement of financial position when, and only when, the Group has a legal 
right to offset the amounts and intends either to settle on a net basis or to 
realise the asset and settle the liability simultaneously.

 The  Group  classifies  non-derivative  financial  liabilities  into  other  financial 
liability category. Such financial liabilities are recognised initially at fair value 
plus any directly attributable transaction costs. 

 Inventories  comprise  land  held  for  property  development,  work-in-progress  and 
stock of completed units.

 Inventories are stated at the lower of cost and net realisable value. Net realisable 
value represents the estimated net selling price in the ordinary course of business, 
less  estimated  total  costs  of  completion  and  the  estimated  costs  necessary  to 
make the sale.

 Land  held  for  property  development  consists  of  reclaimed  land,  freehold  land, 
leasehold  land  and  land  use  rights  on  which  development  work  has  not  been 
commenced along with related costs on activities that are necessary to prepare 
the land for its intended use. Land held for property development is transferred to 
work-in-progress when development activities have commenced.

 Subsequent to initial recognition, these financial liabilities are measured at 
amortised cost using the effective interest method. 

 Work-in-progress comprises all costs directly attributable to property development 
activities or that can be allocated on a reasonable basis to these activities.

 Other financial liabilities comprise loans and borrowings, bank overdrafts, and 
trade and other payables.

 Upon completion of development, unsold completed development properties are 
transferred to stock of completed units.

 Accounting for interest income and finance cost is discussed in Note 3.3 (b) 
and 3.13.

3.11 Impairment

a.  Non-derivative financial assets 

c.  Derecognition

 A  financial  asset  or  part  of  it  is  derecognised  when,  and  only  when  the 
contractual  rights  to  the  cash  flows  from  the  financial  asset  expire  or  the 
financial  asset  is  transferred  to  another  party  without  retaining  control  or 
substantially all risks and rewards of the asset. On derecognition of a financial 
asset,  the  difference  between  the  carrying  amount  and  the  sum  of  the 
consideration received (including any new asset obtained less any new liability 
assumed) and any cumulative gain or loss that had been recognised in equity 
is recognised in profit or loss.

 A financial liability or a part of it is derecognised when, and only when, the 
obligation specified in the contract is discharged or cancelled or expire. On 
derecognition  of  a  financial  liability,  the  difference  between  the  carrying 
amount of the financial liability extinguished or transferred to another party 
and  the  consideration  paid,  including  any  non-cash  assets  transferred  or 
liabilities assumed, is recognised in profit or loss.

 A financial asset not classified as fair value through profit or loss is assessed 
at each reporting date to determine whether there is objective evidence that 
it is impaired. A financial asset is impaired if objective evidence of impairment 
as a result of one or more events that occurred after the initial recognition of 
the asset, and that the loss event had an impact on the estimated future cash 
flows of that asset that can be estimated reliably.

 Objective  evidence  that  financial  assets  (including  equity  securities)  are 
impaired  can  include  default  or  delinquency  by  a  debtor,  restructuring  of 
an  amount  due  to  the  Group  on  terms  that  the  Group  would  not  consider 
otherwise, indications that a debtor or issuer will enter bankruptcy, adverse 
changes in the payment status of borrowers or issuers in the Group, economic 
conditions  that  correlate  with  defaults  or  the  disappearance  of  an  active 
market for a security. In addition, for an investment in an equity security, a 
significant  or  prolonged  decline  in  its  fair  value  below  its  cost  is  objective 
evidence of impairment.

3.8  Cash and Cash Equivalents

b. 

Loans and receivables

 Cash and cash equivalents comprise cash on hand and at bank, deposits held at call 
and short term highly liquid investments that are subject to an insignificant risk of 
changes in value and are used by the Group and the Company in the management 
of their short term commitments. Bank overdrafts are included within borrowings in 
the current liabilities section on the statement of financial position. For the purpose 
of the statement of cash flows, cash and cash equivalents are presented net of 
bank overdrafts and pledged deposits.

3.9  Intangible Assets 

 Intangible assets comprise licence contracts and related relationships and goodwill.

 The Group considers evidence of impairment for loans and receivables at a 
specific  asset  level.  All  individually  significant  receivables  are  assessed  for 
specific impairment. 

 An  impairment  loss  in  respect  of  loans  and  receivables  is  recognised  in 
profit or loss and is measured as the difference between the asset’s carrying 
amount  and  the  present  value  of  estimated  future  cash  flows  discounted 
at  the  asset’s  original  effective  interest  rate.  The  carrying  amount  of  the 
asset is reduced through the use of an allowance account, and the loss is 
recognised in the statement of comprehensive income within administrative 
expenses.  When  a  receivable  is  uncollectible,  it  is  written  off  against  the 
allowance  account  for  receivables.  Subsequent  recoveries  of  amounts 
previously written off are credited against administrative expenses in profit 
or loss.

38  |  ASEANA PROPERTIES LIMITED

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3  SIGNIFICANT ACCOUNTING POLICIES cont’d

iv. 

 Repurchase, 
(“treasury shares”)

disposal 

and 

reissue 

of 

share 

capital 

3.11 Impairment cont’d

b. 

Loans and receivables cont’d

 When a subsequent event (e.g. repayment by a debtor) causes the amount 
of impairment loss to decrease, the decrease in impairment loss is reversed 
through  profit  or  loss.  The  impairment  loss  is  reversed,  to  the  extent  that 
the  debtor’s  carrying  amount  does  not  exceed  what  the  carrying  amount 
would  have  been  had  the  impairment  not  been  recognised  at  the  date  the 
impairment is reversed.

c. 

Impairment of available-for-sale investment

 An  impairment  loss  in  respect  of  available-for-sale  financial  assets  is 
recognised in profit or loss and is measured as the difference between the 
asset’s acquisition cost (net of any principal repayment and amortisation) and 
the asset’s current fair value, less any impairment loss previously recognised. 
Where a decline in the fair value of an available-for-sale financial asset has 
been recognised in other comprehensive income, the cumulative loss in other 
comprehensive income is reclassified from equity and recognised in profit or 
loss.

 Impairment  losses  recognised  in  profit  or  loss  for  an  investment  in  an  equity 
instrument are classified as available-for-sale not reversed through profit or loss.

 When  share  capital  recognised  as  equity  is  repurchased,  the  amount 
of  the  consideration  paid,  including  directly  attributable  costs,  net  of 
any tax effects, is recognised as a deduction from equity. Repurchased 
shares  that  are  not  subsequently  cancelled  are  classified  as  treasury 
shares in the statement of changes in equity.

 Where  treasury  shares  are  sold  or  reissued  subsequently,  the 
difference between the sales consideration net of directly attributable 
costs and the carrying amount of the treasury shares is recognised in 
equity.

 Where treasury shares are distributed as share dividends, the cost of 
the  treasury  shares  is  applied  in  the  reduction  of  the  share  premium 
account or distributable reserves, or both. 

 Where treasury shares are reissued by re-sale in the open market, the 
sales consideration is recognised in equity. 

 Where treasury shares are cancelled, the equivalent will be credited to 
capital redemption reserves. 

d.  Non-financial assets

3.12 Employee Benefits

 The  carrying  amounts  of  non-financial  assets  (except  for  inventories  and 
deferred tax asset) are reviewed at the end of each reporting date to determine 
whether there is any indication of impairment.

 If any such indication exists, then the asset’s recoverable amount is estimated. 
For  the  purpose  of  impairment  testing,  assets  are  grouped  together  into  the 
smallest group of assets that generates cash inflows from continuing use that 
are largely independent of the cash inflows of other assets or groups of assets 
(the “cash-generating unit”). The goodwill acquired in a business combination, 
for  the  purpose  of  impairment  testing,  is  allocated  to  cash-generating  units 
that are expected to benefit from the synergies of the combination. Goodwill is 
tested for impairment on an annual basis. 

 The recoverable amount of an asset or cash-generating unit is the greater of 
its value in use and its fair value less costs to sell. In assessing value in use, 
the estimated future cash flows are discounted to their present value using 
a pre-tax discount rate that reflects current market assessments of the time 
value of money and the risks specific to the asset.

 An  impairment  loss  is  recognised  if  the  carrying  amount  of  an  asset  or  its 
cash-generating unit exceeds its recoverable amount.

 Impairment  losses  are  recognised  in  profit  or  loss.  Impairment  losses 
recognised  in  respect  of  cash-generating  units  are  allocated  first  to  reduce 
the carrying amount of any goodwill allocated to the units and then to reduce 
the  carrying  amount  of  the  other  assets  in  the  unit  (groups  of  units)  on  a 
pro rata basis.

 An impairment loss in respect of goodwill is not reversed. For other assets, 
impairment  losses  recognised  in  prior  periods  are  assessed  at  the  end  of 
each reporting period for any indications that the loss has decreased or no 
longer  exists.  An  impairment  loss  is  reversed  if  there  has  been  a  change 
in  the  estimates  used  to  determine  the  recoverable  amount  since  the  last 
impairment loss was recognised. An impairment loss is reversed only to the 
extent that the asset’s carrying amount does not exceed the carrying amount 
that would have been determined, net of depreciation or amortisation, if no 
impairment  loss  had  been  recognised.  Reversals  of  impairment  losses  are 
credited to profit or loss in the year in which the reversals are recognised.

a.  Short-term employee benefits

 Short-term  employee  benefit  obligations  in  respect  of  salaries,  annual 
bonuses, paid annual leave and sick leave are measured on an undiscounted 
basis and are expensed as the related service is provided.

 A  liability  is  recognised  for  the  amount  expected  to  be  paid  under  short-
term cash bonus or profit-sharing plans if the Group has a present legal or 
constructive obligation to pay this amount as a result of past service provided 
by the employee and the obligation can be estimated reliably.

b.  State plans

 Certain  companies  in  the  Group  maintain  a  defined  contribution  plan  in 
Malaysia and Vietnam for providing employee benefits, which is required by 
laws  in  Malaysia  and  Vietnam  respectively.  The  retirement  benefit  plan  is 
funded by contributions from both the employees and the companies to the 
employees’ provident fund. The Group’s contributions to employees’ provident 
fund are charged to profit or loss in the year to which they relate.

3.13 Finance Costs

 Finance costs directly attributable to the acquisition, construction or production of 
qualifying assets, which are assets that take a substantial period of time to get ready 
for their intended use or sale, are capitalised to the cost of those assets, until such 
time as the assets are substantially ready for their intended use or sale. Investment 
income earned on the temporary investment of specific borrowings pending their 
expenditure on qualifying assets is deducted from the borrowing costs eligible for 
capitalisation.

 All other finance costs are recognised in profit or loss in the period in which they are 
incurred using the effective interest method.

e.  Equity instruments

3.14 Separately Disclosable Items

 Instruments classified as equity are measured at cost on initial recognition 
and are not remeasured subsequently.

i. 

Ordinary shares

 Ordinary shares are redeemable only at the Company’s options and are 
classified as equity. Distributions thereon are recognised as distributions 
within equity.

ii.  Management shares

Management shares are classified as equity and are non-redeemable.

iii. 

Issue expenses

 Costs directly attributable to the issue of instruments classified as equity 
are recognised as a deduction from equity.

 Items  that  are  both  material  in  size  and  unusual  and  infrequent  in  nature  are 
presented  as  separately  disclosable  items  in  the  statement  of  comprehensive 
income  or  separately  disclosed  in  the  notes  to  the  financial  statements.  The 
Directors  are  of  the  opinion  that  the  separate  recording  of  these  items  provides 
helpful information about the Group’s underlying business performance.

3.15 Earnings per Ordinary Share

 The  Group  presents  basic  and  diluted  earnings  per  share  data  for  its  ordinary 
shares (“EPS”). 

 Basic  EPS  is  calculated  by  dividing  the  profit  or  loss  attributable  to  ordinary 
shareholders of the Company by the weighted average number of ordinary shares 
outstanding during the period.

ASEANA PROPERTIES LIMITED  |  39

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE
FINANCIAL STATEMENTS cont’d

3  SIGNIFICANT ACCOUNTING POLICIES cont’d

3.16 Provisions

 Provisions  are  recognised  if,  as  a  result  of  past  event,  the  Group  has  a  present 
legal  or  constructive  obligation  that  can  be  estimated  reliably  and  it  is  probable 
that an outflow of economic benefits will be required to settle the obligation. Where 
the Group expects some or all of a provision to be reimbursed, the reimbursement 
is  recognised  as  a  separate  asset  but  only  when  the  reimbursement  is  virtually 
certain. The expense relating to any provision is presented in profit or loss net of any 
reimbursement. If the effect of the time value of money is material, provisions are 
discounted using a current pre-tax rate that reflects, where appropriate, the risks 
specific to the liability. Where discounting is used, the increase in the provision due 
to the passage of time is recognised as a borrowing cost. 

3.17 Commitments and Contingencies

 Commitments and contingent liabilities are disclosed in the financial statements 
and described in Note 41. They are disclosed unless the possibility of an outflow 
of  resources  embodying  economic  benefits  is  remote.  A  contingent  asset  is  not 
recognised in the financial statements but disclosed when an inflow of economic 
benefits is probable.

3.18 Segment Reporting

 An  operating  segment  is  a  component  of  the  Group  that  engages  in  business 
activities from which it may earn revenues and incur expenses, including revenues 
and expenses that relate to transactions with any of the Group’s other components. 
An  operating  segment’s  operating  results  are  reviewed  regularly  by  the  chief 
operating decision maker, which in this case is the Executive Management of Ireka 
Development Management Sdn. Bhd. (“IDM”), to make decisions about resources 
to be allocated to the segment and assess its performance, and for which discrete 
financial information is available.

 Segment results that are reported to the Executive Management of IDM include 
items directly attributable to a segment as well as those that can be allocated on a 
reasonable basis. Unallocated items comprise mainly the Group’s administrative 
functions.

 Segment capital expenditure is the total cost incurred during the year to acquire 
property, plant and equipment, and intangible assets other than goodwill.

3.19 Fair Value Measurements

 Fair  value  of  an  asset  or  a  liability,  except  for  lease  transactions,  is  determined 
as the price that would be received to sell an asset or paid to transfer a liability in 
an orderly transaction between market participants at the measurement date. The 
measurement assumes that the transaction to sell the asset or transfer the liability 
takes place either in the principal market or in the absence of a principal market, in 
the most advantageous market. 

 For non-financial assets, the fair value measurement takes into account a market 
participant’s ability to generate economic benefits by using the asset in its highest 
and best use or by selling it to another market participant that would use the asset 
in its highest and best use.

 When measuring the fair value of an asset or a liability, the Group uses observable 
market data as far as possible. Fair value are categorised into different levels in a 
fair value hierarchy based on the input used in the valuation technique as follows:

Level 1: 

Level 2: 

 quoted prices (unadjusted) in active markets for identical assets or 
liabilities that the Group can access at the measurement date.
 inputs  other  than  quoted  prices  included  within  Level  1  that  are 
observable for the asset or liability, either directly or indirectly.

Level 3:  unobservable inputs for the asset or liability.

 The Group recognises transfers between levels of the fair value hierarchy as of the 
date of the event or change in circumstances that caused the transfers.

4  FINANCIAL RISK MANAGEMENT

4.1  Financial Risk Management Objectives and Policies

 The Group’s international operations and debt financing arrangements expose it 
to a variety of financial risks: credit risk, liquidity risk and market risk (including 
foreign exchange risk, interest rate risk and price risk). The Group’s financial risk 
management policies and their implementation on a group-wide basis are under 
the direction of the Board of Aseana Properties Limited. 

 The  Group’s  treasury  policies  are  formulated  to  manage  the  financial  impact  of 

40  |  ASEANA PROPERTIES LIMITED

fluctuations in interest rates and foreign exchange rates to minimise the Group’s 
financial risks. The Group has not used derivative financial instruments, principally 
interest rate swaps and forward foreign exchange contracts for hedging transactions. 
The  Group  does  not  envisage  using  these  derivative  hedging  instruments  in  the 
short term as it is the Group’s policy to borrow in the currency to match the revenue 
stream to give it a natural hedge against foreign currency fluctuation. The derivative 
financial  instruments  will  only  be  used  under  the  strict  direction  of  the  Board.  It 
is also the Group’s policy not to enter into derivative transactions for speculative 
purposes.

4.2  Credit Risk

 The Group’s credit risk is primarily attributable to deposits with banks and credit 
exposures to customers. The Group has credit policies in place and the exposures 
to these credit risks are monitored on an ongoing basis. The Group manages its 
deposits  with  banks  and  financial  institutions  by  monitoring  credit  ratings  and 
limiting the aggregate risk to any individual counterparty. At 31 December 2015, 
99.00% (2014: 99.80%) of deposits and cash balances were placed at banks and 
financial institutions with credit ratings of no less than A (Moody’s/ Rating Agency 
Malaysia)  and  1.00%  (2014:  0.20%)  with  local  banks,  in  the  case  of  Vietnam. 
Management does not expect any counterparty to fail to meet its obligations.

 In respect of credit exposures to customers, the Group receives progress payments 
from sales of commercial and residential properties to individual customers prior 
to the completion of transactions. In the event of default by customers, the Group 
companies undertake legal proceedings to recover the properties. The Group has 
limited its credit exposure to customers due to secured bank loans taken by the 
purchasers. At 31 December 2015, there was no significant concentration of credit 
risk within the Group.

 The Group’s exposure to credit risk arising from total debtors was set out in Note 24 
and totals US$17.7 million (2014: US$8.4 million). The Group’s exposure to credit 
risk arising from deposits and balances with banks is set out in Note 26 and totals 
US$23.0 million (2014: US$26.0 million).

Financial guarantees

 The  Company  provides  unsecured  financial  guarantee  to  banks  in  respect  of 
banking facilities granted to certain subsidiaries. 

 At  the  end  of  the  reporting  period,  the  maximum  exposure  to  credit  risk  as 
represented by the outstanding banking and credit facilities of the subsidiaries is 
as follows:

Company 

Financial institutions for bank facilities 
 granted to its subsidiaries

2015 
US$’000 

2014
US$’000

161,286 

195,305

 At the end of the reporting period there was no indication that any subsidiary would 
default on repayment.

 The financial guarantees have not been recognised in the Statement of Financial 
Position since the fair value on initial recognition was not material.

4.3   Liquidity Risk

 The  Group  raises  funds  as  required  on  the  basis  of  budgeted  expenditure  and 
inflows for the next twelve months with the objective of ensuring adequate funds to 
meet commitments associated with its financial liabilities. When funds are sought, 
the Group balances the costs and benefits of equity and debt financing against the 
developments to be undertaken. At 31 December 2015, the Group’s borrowings to 
fund the developments had terms of less than ten years. 

 Cash flows are monitored on an on-going basis. The Group manages its liquidity 
needs by monitoring scheduled debt servicing payments for long-term and short-term 
financial liabilities as well as cash out flows due in its day-to-day operations while 
ensuring  sufficient  headroom  on  its  undrawn  committed  borrowing  facilities 
at  all  times  so  that  borrowing  limits  and  covenants  are  not  breached.  Capital 
investments  are  committed  only  after  confirming  the  source  of  funds,  e.g. 
securing financial liabilities.

 Management is of the opinion that most of the bank borrowings can be renewed or re-
financed based on the strength of the Group’s earnings, cash flow and asset base.

 It is not expected that the cash flows included in the maturity analysis could occur 
significantly earlier, or at a significantly different amount.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4  FINANCIAL RISK MANAGEMENT cont’d

4.3   Liquidity Risk cont’d

 The maturity profile of the Group’s and the Company’s financial liabilities at the statement of financial position date, based on the contracted undiscounted payments, were as follows:

Carrying 
amount 
US$’000 

Contractual 
interest rate 

Contractual 
cash flows 
US$’000 

Under 
1 year 
US$’000 

1–2 years 
US$’000 

2–5 years 
US$’000 

More than
5 years
US$’000

21 

2.50% - 3.50% 
187,822  5.25% - 12.50% 
– 
– 

37,336 
10,014 

24 
206,661 
37,336 
10,014 

12 
130,776 
37,336 
10,014 

11 
24,349 
– 
– 

1 
51,536 
– 
– 

235,193 

– 

254,035 

178,138 

24,360 

51,537 

–
–
–
–

–

38 
217,830 
40,510 
11,342 

2.50% - 3.50% 
5.25% - 17.70% 
– 
– 

45 
241,610 
40,510 
11,662 

15 
92,649 
40,510 
10,222 

15 
93,344 
– 
– 

15 
33,742 
– 
1,440 

–
21,875
–
–

269,720 

– 

293,827 

143,396 

93,359 

35,197 

21,875

Carrying 
amount 
US$’000 

Contractual 
interest rate 

Contractual 
cash flows 
US$’000 

Under 1 
year 
US$’000 

1–2 years 
US$’000 

2–5 years 
US$’000 

More than
5 years
US$’000

161,286 
185 

161,471 

195,305 
146 

195,451 

– 
– 

– 

– 
– 

– 

161,286 
185 

161,286 
185 

161,471 

161,471 

195,305 
146 

195,305 
146 

195,451 

195,451 

– 
– 

– 

– 
– 

– 

– 
– 

– 

– 
– 

– 

–
–

–

–
–

–

Group 

At 31 December 2015 
Finance lease liabilities 
Interest bearing loans and borrowings 
Trade and other payables   
Amount due to non-controlling interests 

At 31 December 2014 
Finance lease liabilities 
Interest bearing loans and borrowings 
Trade and other payables   
Amount due to non-controlling interests 

Company 

At 31 December 2015 
Financial guarantees  
Trade and other payables   

At 31 December 2014 
Financial guarantees  
Trade and other payables   

The above table excludes current tax liabilities.

4.4   Market Risk

a.  Foreign Exchange Risk

 Entities within the Group are exposed to foreign exchange risk from future commercial transactions and net monetary assets and liabilities that are denominated in a currency 
that is not the entity’s functional currency. The foreign currency exposure is not hedged.

 The Group maintains a natural hedge, whenever possible, by borrowing in the currency of the country in which the property or investment is located or by borrowing in 
currencies that match the future revenue stream to be generated from its investments. 

Management monitors the foreign currency exposure closely and takes necessary actions in consultation with the bankers to avoid unfavourable exposure.

 The Group is exposed to foreign currency risk on cash and cash equivalents which are denominated in currencies other than the functional currency of the relevant Group entity.

ASEANA PROPERTIES LIMITED  |  41

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE
FINANCIAL STATEMENTS cont’d

4  FINANCIAL RISK MANAGEMENT cont’d

4.4   Market Risk cont’d

The Group’s exposure to foreign currency risk on cash and cash equivalents at year end is as follows: 

Group 

Ringgit Malaysia 
Sterling Pound   
Others 

2015 
US$’000 

2014
US$’000

144 
1 
30 

175 

490
571
90

1,151

 At 31 December 2015, if cash and cash equivalents denominated in a currency other than the functional currency of the Group entity strengthened/ (weakened) by 10% and 
all other variables were held constant, the effects on the Group profit or loss and equity expressed in US$ would have been US$17,500/ (US$17,500) (2014: US$115,100/ 
(US$115,100)).

 Currency risks as defined by IFRS 7 arise on account of monetary assets and liabilities being denominated in a currency that is not the functional currency. Differences resulting 
from the translation of financial statements into the Group’s presentation currency are not taken into consideration.

Subsequent to year end, there are no significant monetary balances held by group companies that are denominated in a non-functional currency.

b. 

Interest Rate Risk 

 The Group’s policy is to minimise interest rate risk on bank loans and borrowings using a mix of fixed and variable rate debts that represent market rates. The Group prefers 
to maintain flexibility on the desired mix of fixed and variable interest rates as this will depend on the economic environment, the type of borrowings available and the funding 
requirements of the project when a decision is to be made. 

The interest rate profile of the Group’s and the Company’s significant interest-bearing financial instrument, based on carrying amounts at the end of the reporting period was:

Fixed rate instruments:   
Financial assets 
Financial liabilities 

Floating rate instruments: 
Financial liabilities 

Group 

Company

2015 
US$’000 

2014 
US$’000 

2015 
US$’000 

2014
US$’000

13,835 
119,329 

13,954 
146,260 

3,005 
– 

68,514 

71,608 

– 

–
–

–

 The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s liabilities with a floating interest rate. The fixed and floating interest 
rates were not hedged and would therefore expose the Group to cash flow interest rate risk. Borrowings at fixed rate represent 64% (2014: 67%) of the Group’s borrowings 
at 31 December 2015. 

 Interest rate risk is reported internally to key management personnel via a sensitivity analysis, which is prepared based on the exposure to variable interest rates for non-derivative 
instruments at the statement of financial position date. For variable rate borrowings, the analysis is prepared assuming that the amount of liabilities outstanding at the statement 
of financial position date will be outstanding for the whole year. A 100 basis point increase or decrease is used and represents the management’s assessment of the reasonable 
possible change in interest rate.

Sensitivity analysis for floating rate instrument
 At 31 December 2015, if the interest rate had been 100 basis point lower/ higher and all other variables were held constant, this would (decrease)/ increase the Group loss for 
the year by approximately (US$685,000)/US$685,000 (2014: increase/ (decrease) the Group profit for the year by US$716,000/ (US$716,000)).

c.  Price Risk 

 Equity price risk arises from the Group’s investments in quoted shares on the Ho Chi Minh Stock Exchange (“HOSE”) which are available-for-sale and held by the Group at fair 
value at reporting date. Gains and losses arising from changes in the fair value of available-for-sale investments are recognised in other comprehensive income/(expense).

Equity price risk sensitivity analysis
This analysis assumes that all other variables remain constant and the Group’s equity investment moved in correlation with HOSE.

 A 10% (2014: 10%) strengthening of the HOSE at the end of the reporting period would have increased equity by US$992,200 (2014: US$1,282,200) for investment classified 
as available-for-sale. A 10% (2014:10%) weakening of the HOSE would have had equal but opposite effect on equity.

42  |  ASEANA PROPERTIES LIMITED

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4  FINANCIAL RISK MANAGEMENT cont’d

4.5   Fair Values 

 The carrying amount of trade and other receivables, deposits, cash and cash equivalents, trade and other payables and accruals of the Group and Company approximate their fair 
values in the current and prior years due to relatively short term nature of these financial instruments.

 The table below analyses financial instruments carried at fair value and those not carried at fair value, along with their carrying amounts shown in the statement of 
financial position:

2015  
Group 
US$’000 

Fair value of financial instruments 
carried at fair value 
Level 2 

Level 3 

Level 1 

Total 

Level 1 

 Fair value of financial instruments
 not carried at fair value  
Level 3 
Level 2 

Total 

Total 
fair value 

Carrying
amount

Financial assets 
Available-for-sale investments 

  9,917 

  9,917 

Financial liabilities    
Amount due to non-controlling 
 interests   
Bank loans and borrowings 
Finance lease liabilities 
Medium term notes 

– 
– 
– 
– 

– 

– 

– 

– 
– 
– 
– 

– 

– 

– 

– 
– 
– 
– 

– 

9,917 

9,917 

– 
– 
– 
– 

– 

– 

– 

– 
– 
– 
– 

– 

– 

– 

– 
– 
– 
– 

– 

– 

– 

– 

– 

9,917 

9,917

9,917 

9,917

(10,014) 
(69,302) 
(21) 
(114,452) 

(10,014) 
(69,302) 
(21) 
(114,452) 

(10,014) 
(69,302) 
(21) 
(114,452) 

(10,014)
(69,302)
(21)
(118,520)

(193,789) 

(193,789) 

(193,789) 

(197,857)

2014  
Group 
US$’000 

Fair value of financial instruments 
carried at fair value 
Level 2 

Level 3 

Level 1 

Total 

Level 1 

 Fair value of financial instruments
 not carried at fair value  
Level 3 
Level 2 

Total 

Total 
fair value 

Carrying
amount

Financial assets 
Held-for-trading financial instrument 
Available-for-sale investments 

Financial liabilities    
Amount due to non-controlling 
 interests   
Bank loans and borrowings 
Finance lease liabilities 
Medium term notes 

– 
– 

– 

– 
 –  
–  
 –  

 –  

 4,041 
12,822 

–  
  –  

4,041 
12,822 

16,863 

– 

16,863 

– 
  –  
  –  
  –  

  –  

– 
 –  
 –  
  –  

  –  

– 
  –  
  –  
 –  

 –  

  –  
  –  

– 

– 
  –  
  –  
  –  

  –  

  –  
  –  

– 

– 
– 
– 
– 

– 

  –  
  –  

– 

  –  
  –  

4,041 
 12,822 

4,041
 12,822

– 

16,863 

16,863

(11,342) 
  (72,600)  
  (38)  
  (139,746)  

(11,342) 
(72,600) 
(38) 
(139,746) 

(11,342) 
(72,600) 
(38) 
(139,746) 

(11,342)
(72,600)
(38)
(145,230)

(223,726) 

(223,726) 

(223,726) 

(229,210)

Policy on transfer between levels
The fair value on an asset to be transferred between levels is determined as of the date of the event or change in circumstances that caused the transfer.

Level 1 fair value
Level 1 fair value is derived from quoted price (unadjusted) in an active market for identical financial assets or liabilities that the entity can access at the measurement date.

Level 2 fair value
Level 2 fair value is estimated using inputs other than quoted prices included within Level 1 that are observable for the financial assets or liabilities, either directly or indirectly.

Level 3 fair value
Level 3 fair value is estimated using unobservable inputs for the financial assets and liabilities.

Transfers between Level 1 and Level 2 fair values
 During the financial year, the available-for-sale financial assets representing the Group’s investment in shares of Nam Long Investment Corporation (“Nam Long”) with a carrying 
amount of US$9,917,000 were transferred from Level 2 to Level 1 because the shares in Nam Long were actively traded in the Ho Chi Minh Stock Exchange (“HOSE”) as compared to 
the previous financial year. In order to determine the fair value of the available-for-sale financial assets, the Group relied on the share price of Nam Long which was actively traded in 
the HOSE.  

There has been no other transfer between Level 1 and 2 fair values during the financial year (2014: no transfer in either direction).

Transfers between Level 2 and Level 3 fair values
There has been no transfer in either direction during the financial year (2014: no transfer in either direction).

Non-derivative financial liabilities
 Fair value, which is determined for disclosure purposes, is calculated based on the present value of future principal and interest cash flows, discounted at the market rate of interest 
at the end of the reporting period. At 31 December 2015, the interest rate used to discount estimated cash flows of the medium term notes is 7.94% (2014: 7.51%). At 31 December 
2014, the interest rate used to discount estimated cash flows of the amount due to non-controlling interests is 6.5%.

ASEANA PROPERTIES LIMITED  |  43

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
  
  
  
  
  
  
  
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
  
  
  
  
  
  
  
  
 
 
 
  
  
  
  
  
  
  
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
  
  
  
  
  
  
  
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
  
  
  
  
  
  
  
  
 
 
 
  
  
  
  
  
  
  
  
 
 
 
 
 
 
 
 
 
 
 
  
 
 
  
  
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE
FINANCIAL STATEMENTS cont’d

4  FINANCIAL RISK MANAGEMENT cont’d

4.6   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.

4.7  Capital Management

 The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns to shareholders and benefits to other 
stakeholders and to maintain an optimal capital structure to reduce cost of capital.

 The capital structure of the Group consisted of held-for-trading financial instrument, cash and cash equivalents, loans and borrowings, medium term notes and equity attributable 
to equity holders of the parent, comprising issued share capital and reserves, were as follows:

Group 

Capital structure analysis: 
Held-for-trading financial instrument 
Cash and cash equivalents 
Loans and borrowings and finance lease liabilities 
Medium term notes 
Equity attributable to equity holders of the parent 

Total capital 

2015 
US$’000 

2014
US$’000

– 
22,978 
(69,323) 
(118,520) 
(130,165) 

4,041
26,011
(72,638)
(145,230)
(160,498)

(295,030) 

(348,314)

 In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets 
to reduce debts. 

Consistent with others in the industry, the Group monitors capital on the basis of net debt-to-equity ratio.

Net debt-to-equity ratio is calculated as a total of interest-bearing borrowings less held-for-trading financial instrument and cash and cash equivalents to the total equity. 

The net debt-to-equity ratios at 31 December 2015 and 31 December 2014 were as follows:

Group 

Total borrowings and finance lease liabilities 
Less: Held-for-trading financial instrument (Note 23) 
Less: Cash and cash equivalents (Note 26) 

Net debt 

Total equity  

Net debt-to-equity ratio 

2015 
US$’000 

2014
US$’000

187,843 
– 
(22,978) 

217,868

(4,041) 
(26,011)

164,865 

187,816

131,598 

170,685

1.25 

1.10

5  REVENUE AND SEGMENTAL INFORMATION

 The gross revenue represents the sales value of development properties where the effective control of ownership of the properties is transferred to the purchasers when the completion 
certificate or occupancy permit has been issued.

 The Company is an investment holding company and has no operating revenue. The Group’s operating revenue for the year was mainly attributable to the sale of completed units in Malaysia.

5.1  Revenue recognised during the year as follows:

Sale of completed units 
Sale of land held for property development  

Group 

  Company

2015 
US$’000 

2014 
US$’000 

2015 
US$’000 

2014
US$’000

22,096 
– 

55,762 
29,340 

22,096 

85,102 

– 
– 

– 

–
–

–

44  |  ASEANA PROPERTIES LIMITED

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5  REVENUE AND SEGMENTAL INFORMATION cont’d

5.2   Segmental Information

 The Group’s assets and business activities are managed by Ireka Development Management Sdn. Bhd. (“IDM”) as the Development Manager under a management agreement 
dated 27 March 2007.

 Segmental  information  represents  the  level  at  which  financial  information  is  reported  to  the  Executive  Management  of  IDM,  being  the  chief  operating  decision  maker  as 
defined in IFRS 8. The Executive Management consists of the Chief Executive Officer, the Chief Financial Officer, Chief Operating Officer and Chief Investment Officer of IDM.
The management determines the operating segments based on reports reviewed and used by the Executive Management for strategic decision making and resource allocation. 
For management purposes, the Group is organised into project units.

The Group’s reportable operating segments are as follows:
Investment Holding Companies – investing activities;
i. 
Ireka Land Sdn. Bhd. – develops Tiffani by i-ZEN;
ii. 
iii. 
ICSD Ventures Sdn. Bhd. – owns and operates Harbour Mall Sandakan and Four Points by Sheraton Sandakan Hotel; 
iv.  Amatir Resources Sdn. Bhd. – develops SENI Mont’ Kiara; 
v. 
vi.  Urban DNA Sdn. Bhd. – develops The RuMa Hotel and Residences; and
vii.  Hoa Lam-Shangri-La Healthcare Group – master developer of International Healthcare Park; owns and operates City International Hospital.

Iringan Flora Sdn. Bhd. – owns and operates Aloft Kuala Lumpur Sentral Hotel; 

 Other non-reportable segments comprise the Group’s development projects. None of these segments meets any of the quantitative thresholds for determining reportable segments 
in 2015 and 2014.

 Information regarding the operations of each reportable segment is included below. The Executive Management monitors the operating results of each segment for the purpose 
of  performance  assessments  and  making  decisions  on  resource  allocation.  Performance  is  based  on  segment  gross  profit/(loss)  and  profit/(loss)  before  taxation,  which  the 
Executive Management believes are the most relevant in evaluating the results relative to other entities in the industry. Segment assets and liabilities are presented inclusive of 
inter-segment balances and inter-segment pricing is determined on an arm’s length basis. 

The Group’s revenue generating development projects are in Malaysia and Vietnam.

5.3  Analysis of the group’s reportable operating segments are as follows:

Operating Segments – ended 31 December 2015

Investment 
Holding 
Companies  
US$’000 

Ireka Land 
Sdn. Bhd. 
US$’000 

ICSD 
Ventures 
Sdn. Bhd. 
US$’000 

Amatir 
Resources 
Sdn. Bhd. 
US$’000 

Iringan 
Flora 
Sdn. Bhd. 
US$’000 

Urban DNA 
Sdn. Bhd. 
US$’000 

Hoa Lam-
Shangri-La 
Healthcare
Group 
US$’000 

Total
US$’000

Segment profit/ (loss) before taxation    

  (297) 

79 

(9,168) 

4,156 

1,621 

(863) 

(16,090) 

(20,562)

Included in the measure of segment profit/ (loss) are: 
Revenue 
Revenue from hotel operations   
Revenue from mall operations 
Revenue from hospital operations 
Cost of acquisition written down # 
Impairment of goodwill 
Marketing expenses   
Expenses from hotel operations  
Expenses from mall operations   
Expenses from hospital operations 
Depreciation of property, plant and equipment 
Finance costs 
Finance income  

Segment assets 
Included in the measure of segment assets are: 
Addition to non-current assets other than 
 financial instruments and deferred tax assets 

– 
– 
– 
– 
– 
– 
– 
– 
– 
– 
– 
– 
19 

1,322 
– 
– 
– 
(103) 
– 
– 
– 
– 
– 
– 
– 
2 

– 
3,701 
1,033 
– 
(3,199) 
(1,397) 
– 
(4,256) 
(1,401) 
– 
(7) 
(3,635) 
268 

20,774 
– 
– 
– 
(3,089) 
(168) 
(57) 
– 
– 
– 
– 
– 
19 

– 
18,314 
– 
– 
– 
– 
– 
(12,351) 
– 
– 
(7) 
(4,133) 
4 

– 
– 
– 
– 
– 
– 
(231) 
– 
– 
– 
– 
– 
7 

– 
– 
– 
4,244 
– 
– 
– 
– 
– 
(11,110) 
(90) 
(3,263) 
34 

22,096
22,015
1,033
4,244
(6,391)
(1,565)
(288)
(16,607)
(1,401)
(11,110)
(104)
(11,031)
353

 26,589 

3,903 

80,392 

22,271 

62,112 

56,776 

98,362 

 350,405

– 

– 

– 

– 

– 

– 

– 

–

#  Cost of acquisition relates to the fair value adjustment in relation to the inventories upon the acquisition of certain subsidiaries of the Group. The cost of acquisition written down is 

charged to profit or loss as part of cost of sales upon the sales of these inventories.

Reconciliation of reportable segment revenues, profit or loss, assets and liabilities and other material items

Profit or loss 

Total loss for reportable segments 
Other non-reportable segments  
Depreciation 
Finance cost 
Finance income  

Consolidated loss before taxation   

ASEANA PROPERTIES LIMITED  |  45

US$’000

(20,562)
(91)
(1)
–
2

(20,652)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
  
 
 
 
 
 
 
  
 
 
 
 
 
  
 
 
 
 
 
  
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
  
 
 
 
 
 
  
 
 
 
 
 
  
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE
FINANCIAL STATEMENTS cont’d

5  REVENUE AND SEGMENTAL INFORMATION cont’d

5.3  Analysis of the group’s reportable operating segments are as follows: cont’d

Operating Segments – ended 31 December 2014

Investment 
Holding 
Companies  
US$’000 

Ireka Land 
Sdn. Bhd. 
US$’000 

ICSD 
Ventures 
Sdn. Bhd. 
US$’000 

Amatir 
Resources 
Sdn. Bhd. 
US$’000 

Iringan 
Flora 
Sdn. Bhd. 
US$’000 

Urban DNA 
Sdn. Bhd. 
US$’000 

Hoa Lam-
Shangri-La 
Healthcare
Group 
US$’000 

Total
US$’000

Segment profit/ (loss) before taxation    

  3,100 

99 

(5,436) 

16,607 

569 

(1,474) 

1,366 

14,831

Included in the measure of segment profit/ (loss) are: 
Revenue 
Revenue from hotel operations   
Revenue from mall operations 
Revenue from hospital operations 
Cost of acquisition written down # 
Impairment of goodwill  
Marketing expenses   
Expenses from hotel operations  
Expenses from mall operations   
Expenses from hospital operations 
Depreciation of property, plant and equipment 
Finance costs 
Finance income  

Segment assets 
Included in the measure of segment assets are: 
Addition to non-current assets other than 
 financial instruments and deferred tax assets 

– 
– 
– 
– 
– 
– 
– 
– 
– 
– 
– 
– 
24 

4,839 
– 
– 
– 
(150) 
– 
– 
– 
– 
– 
– 
– 
11 

– 
4,323 
1,027 
– 
 – 
– 
– 
(4,507) 
(1,789) 
– 
(10) 
(4,328) 
312 

50,923 
– 
– 
– 
 (8,329) 
(451) 
(266) 
– 
– 
– 
– 
– 
115 

– 
18,171 
– 
– 
– 
– 
– 
(12,499) 
– 
– 
(9) 
(4,906) 
20 

– 
– 
– 
– 
– 
– 
(557) 
– 
– 
– 
– 
– 
14 

29,340 
– 
– 
2,525 
– 
(4,276) 
– 
– 
– 
(9,702) 
(99) 
(4,526) 
81 

85,102
22,494
1,027
2,525
(8,479)
(4,727)
(823)
(17,006)
(1,789)
(9,702)
(118)
(13,760)
577

 19,471 

5,150 

100,570 

45,938 

76,447 

58,587 

101,643 

407,806

– 

– 

– 

– 

– 

1 

19 

20

#  Cost of acquisition relates to the fair value adjustment in relation to the inventories upon the acquisition of certain subsidiaries of the Group. The cost of acquisition written down is 

charged to profit or loss as part of cost of sales upon the sales of these inventories.

Reconciliation of reportable segment revenues, profit or loss, assets and liabilities and other material items

Profit or loss 

Total profit for reportable segments 
Other non-reportable segments  
Depreciation 

Consolidated profit before taxation  

2015  
US$’000 

Total reportable segment   
Other non-reportable segments  

Consolidated total 

2014  
US$’000 

Total reportable segment   
Other non-reportable segments  

Consolidated total 

Geographical Information – ended 31 December 2015

Revenue   
Non-current assets   

In 2015, no single customer exceeded 10% of the Group’s total revenue.

46  |  ASEANA PROPERTIES LIMITED

US$’000

14,831
587
(4)

15,414

Addition to
non-current
assets

–
–

–

Addition to
non-current
assets

20
–

20

Revenue  Depreciation 

Finance 
costs 

Finance 
income 

Segment 
assets 

22,096 
– 

(104) 
(1) 

(11,031) 
– 

353 
2 

350,405 
18,568 

22,096 

(105) 

(11,031) 

355 

368,973 

Revenue  Depreciation 

Finance 
costs 

Finance 
income 

Segment 
assets 

85,102 
– 

(118) 
(4) 

(13,760) 
– 

577 
– 

407,806 
37,554 

85,102 

(122) 

(13,760) 

577 

445,360 

Malaysia 
US$’000 

Vietnam  Consolidated
US$’000
US$’000 

22,096 
2,172 

– 
17,176 

22,096
19,348

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
  
 
 
 
 
 
 
  
 
 
 
 
 
  
 
 
 
 
 
  
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
  
 
 
 
 
 
  
 
 
 
 
 
  
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
5  REVENUE AND SEGMENTAL INFORMATION cont’d

5.3  Analysis of the group’s reportable operating segments are as follows: cont’d

Geographical Information – ended 31 December 2014

Revenue    
Non-current assets 

For the year ended 31 December 2014, one customer exceeded 10% of the Group’s total revenue as follows:

AEON Vietnam Co. Ltd. 

6  COST OF SALES

Direct costs attributable to: 
Completed units 
Land held for property development   
Impairment of intangible assets (Note 20)   

7  OTHER INCOME

Group 

Dividend income 
Fair value gain on amount due to non-controlling interests 
Fair value gain on held-for-trading financial instrument 
Gain on disposal of available-for-sale investments 
Gain on disposal of property, plant and equipment 
Gain on disposal of subsidiary (a) 
Late payment interest income 
Rental income   
Revenue from hotel operations (b) 
Revenue from mall operations (c) 
Revenue from hospital operations (d)  
Sundry income   

Malaysia 
US$’000 

Vietnam  Consolidated
US$’000
US$’000 

55,762 
4,104 

29,340 
20,217 

85,102
24,321

US$’000 

 Segments

Hoa Lam- 
Shangri-La 
Healthcare
Group

22,991 

Group 

  Company

2015 
US$’000 

2014 
US$’000 

2015 
US$’000 

2014
US$’000

20,047 
– 
1,565 

36,856 
10,238 
4,727 

21,612 

51,821 

 –  
– 
– 

– 

–
–
–

–

2015 
US$’000 

2014
US$’000

293 
– 
– 
806 
– 
675 
5 
115 
22,015 
1,033 
4,244 
375 

409
320
39
–
3
–
52
196
22,494
1,027
2,525
304

29,561 

27,369

(a)  Gain on disposal of a subsidiary

 The Group entered into an agreement with Nam Long Investment Corporation and Nam Khang Construction Investment Development One Member Ltd Liability Co on 10 September 
2015 to dispose of ASPL PLB Limited’s 55% equity interest in ASPL PLB-Nam Long Ltd Liability Co, a subsidiary of the Group for a consideration of US$8,227,000 (VND185,165,679,414). 
A gain on disposal of US$675,000 was recognised from the disposal of the subsidiary (see Note 39).

(b)   Revenue from hotel operations

 The revenue relates to the operations of two hotels – Four Points by Sheraton Sandakan Hotel and Aloft Kuala Lumpur Sentral Hotel, which are owned by subsidiaries of the Company, 
ICSD Ventures Sdn. Bhd. and Iringan Flora Sdn. Bhd. respectively. The revenue earned from hotel operations is included in other income in line with management’s intention to dispose 
of the hotels.

(c)  Revenue from mall operations

 The revenue relates to the operation of Harbour Mall Sandakan which is owned by a subsidiary of the Company, ICSD Ventures Sdn. Bhd.. The revenue earned from mall operations is 
included in other income in line with management’s intention to dispose of the mall.

(d)  Revenue from hospital operations

 The revenue relates to the operation of City International Hospital which is owned by a subsidiary of the Company, City International Hospital Company Limited. The revenue earned 
from hospital operations is included in other income in line with management’s intention to dispose of the hospital.

ASEANA PROPERTIES LIMITED  |  47

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE
FINANCIAL STATEMENTS cont’d

8  FOREIGN EXCHANGE (LOSS)/ GAIN 

Foreign exchange (loss)/ gain comprises: 

Realised foreign exchange (loss)/ gain 
Unrealised foreign exchange (loss)/ gain 

9  MANAGEMENT FEES

Group 

  Company

2015 
US$’000 

2014 
US$’000 

2015 
US$’000 

2014
US$’000

(371) 
(2,544) 

(2,915) 

425 
291 

716 

(227) 
4,345 

4,118 

(196)
1,175

979

Group 

  Company

2015 
US$’000 

2014 
US$’000 

2015 
US$’000 

2014
US$’000

Management fees 

3,115 

3,344 

1,257 

1,180

 The management fees payable to the Development Manager are based on 2% per annum of the Group’s net asset value calculated on the last business day of June and December of each 
calendar year and payable quarterly in advance. The management fees were allocated to the subsidiaries and Company based on where the service was provided.

 In addition to the annual management fee, the Development Manager is entitled to a performance fee calculated at 20% of the out performance net asset value over a total compounded 
return hurdle rate of 10% per annum. No performance fee has been paid or accrued during the year (2014: US$ Nil). 

10 STAFF COSTS

Group 

Wages, salaries and others 
Employees’ provident fund, social security and other pension costs 

2015 
US$’000 

2014
US$’000

11,774 
626 

12,090
548

12,400 

12,638

The Company has no executive directors or employees under its employment. The subsidiaries of the Group have a total of 856 (2014: 941) employees.

11 FINANCE (COSTS)/ INCOME

Interest income from banks 
Agency fees 
Annual trustees monitoring fee   
Bank guarantee commission 
Interest on bank loans  
Interest on financial liabilities at amortised cost   
Interest on medium term notes   

Group 

  Company

2015 
US$’000 

2014 
US$’000 

2015 
US$’000 

2014
US$’000

355 
(83) 
– 
(49) 
(3,214) 
(2) 
(7,683) 

577 
(104) 
(5) 
– 
(4,526) 
(2) 
(9,123) 

(10,676) 

(13,183) 

17 
– 
– 
– 
– 
– 
– 

17 

21
–
–
–
–
–
–

21

48  |  ASEANA PROPERTIES LIMITED

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
12 NET (LOSS)/ PROFIT BEFORE TAXATION

Net (loss)/ profit before taxation is stated after charging/(crediting):

• 

• 
• 
• 
• 
• 
• 
• 
• 
• 
• 
• 
• 
• 
• 
• 
• 

Auditor’s remuneration 
– current year 
Directors’ fees   
Depreciation of property, plant and equipment 
Expenses of hotel operations 
Expenses of mall operations 
Expenses of hospital operations  
Fair value loss/ (gain) on amount due to non-controlling interests 
Fair value gain on held-for-trading financial instrument 
Impairment of amount due from subsidiary 
Impairment of investment in subsidiary 
Unrealised foreign exchange loss/ (gain) 
Realised foreign exchange loss/ (gain) 
Impairment of goodwill 
Gain disposal of available-for-sale investments 
Gain on disposal of property, plant and equipment 
Gain on disposal of a subsidiary  
Tax services 

13 TAXATION

Group 

Current tax expense   

– Current year   
– Prior year 

Deferred tax expense/ (credit)  – Current Year   

– Prior year 

Total tax expense for the year  

Group 

  Company

2015 
US$’000 

2014 
US$’000 

2015 
US$’000 

2014
US$’000

226 
317 
105 
16,607 
1,401 
11,110 
320 
– 
– 
– 
2,544 
371 
1,565 
(806) 
– 
(675) 
15 

244 
317 
122 
17,006 
1,789 
9,702 
(320) 
(39) 
– 
– 
(291) 
(425) 
4,727 
– 
(3) 
– 
25 

119 
317 
– 
– 
– 
– 
– 
– 
8,223 
6,284 
(4,345) 
227 
– 
– 
– 
– 
– 

122
317
–
–
–
–
–
–
15,103
124
(1,175)
196
–
–
–
–
–

2015 
US$’000 

2014
US$’000

1,468 
(227) 
678 
(641) 

9,008
1,579
654
(1,854)

1,278 

9,387

The numerical reconciliation between the income tax expenses and the product of accounting results multiplied by the applicable tax rate is computed as follows:

Group 

Net (loss)/ profit before taxation  

Income tax at a rate of 25% 
Add : 
Tax effect of expenses not deductible in determining taxable profit 
Curent year losses and other tax benefits for which no deferred tax asset was recognised   
Tax effect of different tax rates in subsidiaries 
Less : 
Tax effect of income not taxable in determining taxable profit 
(Over)/ under provision in respect of prior years   

Total tax expense for the year  

The applicable corporate tax rate in Malaysia is 25%.

2015 
US$’000 

2014
US$’000

(20,652) 

15,414

(5,163) 

3,689 
2,449 
2,703 

(1,532) 
(868) 

3,853

2,819
2,621
1,784

(1,415)
(275)

1,278 

9,387

The Company is treated as a tax resident of Jersey for the purpose of Jersey tax laws and is subject to a tax rate of 0%. 

The applicable corporate tax rates in Singapore and Vietnam are 17% and 22% respectively.

 A subsidiary of the Group, City International Hospital Co Ltd is granted preferential corporate tax rate of 10% for the results of the hospital operations. The preferential income tax is given 
by the government of Vietnam due to the subsidiary’s involvement in the healthcare industry.

 A Goods and Services Tax was introduced 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.

ASEANA PROPERTIES LIMITED  |  49

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE
FINANCIAL STATEMENTS cont’d

14 OTHER COMPRENHENSIVE EXPENSE

Group 
Items that are or may be reclassified subsequently to profit or loss, net of tax 

Foreign currency translation differences for foreign operation 
Loss arising during the year 
Reclassification to profit or loss on disposal of subsidiary 

Fair value of available-for-sale investment   
Gain arising during the year 
Reclassification adjustments for gain on disposal included in profit or loss 

2015 
US$’000 

2014
US$’000

(15,374) 
(546) 
(15,920) 

2,680 
(490) 
2,190 

(7,388)
–
(7,388)

125
–
125

(13,730) 

(7,263)

15 (LOSS)/ EARNINGS PER SHARE 

Basic and diluted (loss)/ earnings per ordinary share
 The calculation of basic and diluted (loss)/ earnings per ordinary share for the year ended 31 December 2015 was based on the (loss)/ profit attributable to equity holders of the parent and 
a weighted average number of ordinary shares outstanding, calculated as below:

Group 

(Loss)/ profit attributable to equity holders of the parent 
Weighted average number of shares   

(Loss)/ earnings per share
Basic and diluted (US cents)   

Company 

Loss for the year 
Weighted average number of shares   

Loss per share
Basic and diluted (US cents)   

16 PROPERTY, PLANT AND EQUIPMENT

Group 

Cost  
At 1 January 2015 
Exchange adjustments 

At 31 December 2015 

Accumulated Depreciation 
At 1 January 2015 
Exchange adjustments 
Charge for the year 

At 31 December 2015 

Net carrying amount at 31 December 2015 

Cost  
At 1 January 2014 
Exchange adjustments 
Additions   
Disposal 
Written off  

At 31 December 2014 

Accumulated Depreciation 
At 1 January 2014 
Exchange adjustments 
Charge for the year 
Disposal 
Written off  

At 31 December 2014 

Net carrying amount at 31 December 2014 

2015 
US$’000 

2014
US$’000

(15,784) 
212,025 

9,091
212,025

(7.44) 

4.29

2015 
US$’000 

2014
US$’000

(13,026) 
212,025 

(16,439)
212,025

(6.14) 

(7.75)

Furniture,
Fittings &  
Equipment 
US$’000 

Motor 
Vehicles 
US$’000 

Leasehold
Building 
US$’000 

Total
US$’000

366 
(18) 

348 

187 
(10) 
36 

213 

135 

392 
(5) 
1 
– 
(22) 

366 

166 
(2) 
45 
– 
(22) 

187 

179 

299 
(29) 

270 

115 
(16) 
32 

131 

139 

326 
(10) 
5 
(22) 
– 

299 

94 
(5) 
39 
(13) 
– 

115 

184 

846 
(42) 

804 

191 
(11) 
37 

217 

587 

843 
(11) 
14 
– 
– 

846 

155 
(2) 
38 
– 
– 

191 

655 

1,511
(89)

1,422

493
(37)
105

561

861

1,561
(26)
 20
(22)
(22)

1,511

415
(9)
122
(13)
(22)

493

1,018

Motor vehicles of the Group with net carrying amount of US$20,000 (2014: US$40,000) is held under finance lease arrangement at year end.

50  |  ASEANA PROPERTIES LIMITED

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
17 INVESTMENT IN AN ASSOCIATE

Group 

At cost – unquoted shares  
Share of post-acquisition reserve  
Disposal of associate  

At 31 December  

2015 
US$’000 

2014
US$’000

– 
– 
– 

– 

611
1,306
(1,917)

–

 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. 

 In the previous financial year, the Group entered into a Sale 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 shares was effected and payment of the sale proceeds were received.

The Group recognised a gain on disposal of US$5,641,000 from the sale of the associate. The details are as follows:

Sales consideration   
Carrying value of associate as at 20 August 2014 
Realisation of previously unrealised profit in relation to sale of Aloft Kuala Lumpur Sentral Hotel 

Gain on disposal 

2014
US$’000

5,306
(1,917)
2,252

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.

18 INVESTMENT IN SUBSIDIARIES

Company 

Unquoted shares, at cost 
Discount on loans to subsidiaries 
Less: Impairment loss 

A list of the main operating subsidiaries is provided in Note 40.

Non-controlling interests in subsidiaries
The Group’s subsidiaries that have material non-controlling interests (“NCI”) are as follows:

2015  

NCI percentage of ownership interest and voting interest 
Carrying amount of NCI 
Loss allocated to NCI  

Summarised financial information before intra-group elimination 
As at 31 December  
Non-current assets 
Current assets   
Non-current liabilities  
Current liabilities 

Net assets/ (liabilities) 

Year ended 31 December 
Revenue    
Loss for the year 
Total comprehensive loss   

Cash flows used in operating activities 
Cash flows used in investing activities 
Cash flows from financing activities 

2015 
US$’000 

2014
US$’000

66,428 
14,518 
(12,713) 

68,233 

66,428
14,518
(6,429)

74,517

Hoa Lam 
Services 
Co Ltd 
US$’000 

49% 
(1,524) 
(3,028) 

Shangri-La 
Healthcare 
Investment 
Pte Ltd 
US$’000 

Urban 
DNA 
Sdn. Bhd. 
US$’000 

Other 
individually
immaterial
subsidiaries 
US$’000 

Total
US$’000

20.24% 
4,009 
(2,851) 

30%
(1,026) 
(259) 

(26) 
(8) 

1,433
(6,146)

36,487 
31,035 
(16,744) 
(25,322) 

82,824 
74,229 
(39,069) 
(32,184) 

1,023
55,752
–
(60,196)

25,456 

85,800 

(3,421)

– 
(6,180) 
(5,741) 

(4,509) 
(6,743) 
11,018 

– 
(14,085) 
(13,431) 

(10,612) 
(16,363) 
26,445 

–
(863)
(191)

(4,221)
–
3,879

(342)

Net decrease in cash and cash equivalents 

(234) 

(530) 

 During the financial year, the Group disposed of its entire equity interest in ASPL PLB-Nam Long Ltd Liability Co, a subsidiary of the Group, resulting in the derecognition of non-controlling 
interests of ASPL PLB – Nam Long Ltd Liability Co.

ASEANA PROPERTIES LIMITED  |  51

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE
FINANCIAL STATEMENTS cont’d

18 INVESTMENT IN SUBSIDIARIES cont’d

Non-controlling interests in subsidiaries cont’d
The Group’s subsidiaries that have material non-controlling interests (“NCI”) are as follows :

2014  

NCI percentage of ownership interest and voting interest 
Carrying amount of NCI 
Loss allocated to NCI  

Summarised financial information before intra-group elimination 
As at 31 December  
Non-current assets 
Current assets   
Non-current liabilities  
Current liabilities 

Hoa Lam 
Services 
Co Ltd 
US$’000 

49% 
1,391 
(849) 

Shangri-La 
Healthcare 
Investment 
Pte Ltd 
US$’000 

ASPL PLB- 
 Nam Long Ltd 
 Liability Co 
US$’000 

Urban 
DNA 
Sdn. Bhd. 
US$’000 

Other 
individually
immaterial
subsidiaries 
US$’000 

Total
US$’000

24.62% 
4,102 
(1,737) 

45% 
6,265 
(24) 

30%
(969) 
(442) 

(602) 
(12) 

10,187
(3,064)

28,911 
35,081 
(13,198) 
(27,106) 

65,380 
82,283 
(30,796) 
(52,377) 

15,056 
62 
– 
(1,195) 

833
57,752
(9,344)
(52,472)

Net assets/ (liabilities) 

23,688 

64,490 

13,923 

(3,231)

Year ended 31 December 
Revenue    
Loss for the year 
Total comprehensive loss   

Cash flows used in operating activities 
Cash flows (used in)/from investing activities 
Cash flows from financing activities 

8,802 
(1,733) 
(1,942) 

(10,883) 
(17) 
10,546 

20,538 
(7,056) 
(7,639) 

(27,692) 
8,226 
18,628 

– 
(53) 
(193) 

(26,617) 
52 
36,557 

–
(1,474)
(1,259)

(5,181)
–
4,942

Net (decrease)/increase in cash and cash equivalents 

(354) 

(838) 

9,992 

(239)

19 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.

Group 
2015  

1 January – fair value 
Disposal 
Exchange adjustments 
Recognised in other comprehensive income 

At 31 December – fair value 

Group 
2014  

1 January – fair value 
Recognised in other comprehensive income 

At 31 December – fair value 

Quoted Shares
US$’000

12,822
(4,553)
(542)
2,190

9,917

Quoted Shares
US$’000

12,697
125

12,822

 During the financial year, the Group disposed of 5,800,000 number of shares in Nam Long for a consideration of US$5,359,000 at a market price of US$0.92 per share. The Group 
recognised a gain on disposal of US$806,000.   

 At 31 December 2015, an increase in fair value of US$2.19 million (2014: US$0.125 million) has been recognised in other comprehensive income. The Directors have considered various 
prevailing factors at year end, including the economic and market conditions of Vietnam in assessing the fair value of the investment. 

52  |  ASEANA PROPERTIES LIMITED

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
20 INTANGIBLE ASSETS

Group 

Cost  
At 1 January 2014 / 31 December 2014 / 31 December 2015 

Accumulated impairment losses 
At 1 January 2014 
Impairment loss 

At 31 December 2014 / 1 January 2015 
Impairment loss 

At 31 December 2015 

Carrying amounts 
At 31 December 2014 

At 31 December 2015 

  Licence Contracts
and Related
Relationships 
US$’000 

Goodwill 
US$’000 

Total
US$’000

10,695 

6,479 

17,174

– 
4,276 

4,276 
– 

4,276 

6,419 

6,419 

3,649 
451 

4,100 
1,565 

5,665 

2,379 

814 

3,649
4,727

8,376
1,565

9,941

8,798

7,233

 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:

Group 

Licence contracts and related relationships 
International Healthcare Park 

Goodwill 
SENI Mont’ Kiara 
Sandakan Harbour Square  

2015 
US$’000 

2014
US$’000

6,419 

6,419

264 
550 

814 

432
1,947

2,379

 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 amounts.

 Impairment losses of US$1,397,000 (2014: US$Nil), US$168,000 (2014: US$451,000) and US$Nil (2014: US$4,276,000) in relation to the Four Points by Sheraton Sandakan Hotel, 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 amounts. 

The recoverable amount of goodwill has been tested by reference to underlying profitability of the developments using discounted cash flow projections. 

Impairment losses - Four Points by Sheraton Sandakan Hotel (“FPSS”)

 The recoverable amount of FPSS was based on the valuation by an external, independent valuer with appropriate recognised professional qualification. The carrying amount of FPSS 
including the attached goodwill was determined to be higher than its recoverable amount of US$40,949,000 and impairment losses of US$1,397,000 and US$3,200,000 in relation to the 
goodwill and inventory amounts were recognised. The impairment losses were included in cost of sales.

 The  valuation  of  FPSS  was  determined  by  discounting  the  future  cash  flows  expected  to  be  generated  from  the  continuing  operations  of  FPSS  and  was  based  on  the  following  key 
assumptions:

1.  Cash flows were projected based on past experience, actual operating results in 2015 and the 10 years budget of FPSS adjusted by the valuer;

2.  Cash flows for a further 76 years were based on an optimum occupancy level of 78% in 2026 onwards;

3. 

Projected gross margin reflects the average historical gross margin, adjusted for projected market and economic conditions and internal resources efficiency; and

4. 

Pre-tax discount rate of 9% was applied in discounting the cash flows. The discount rate takes into the prevailing trend of the hotel industry in Malaysia.

Sensitivity analysis

 The above estimates are particularly sensitive in an increase/(decrease) of the discount rate used. A 1% point increase/(decrease) in the discount rate used would have (decreased)/ 
increased the recoverable amount by approximately (US$5,598,000)/US$5,598,000.

ASEANA PROPERTIES LIMITED  |  53

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE
FINANCIAL STATEMENTS cont’d

21 DEFERRED TAX ASSETS

Group 

At 1 January 
Exchange adjustments 
Deferred tax credit relating to origination and reversal of temporary differences during the year 

At 31 December 

The deferred tax assets comprise:

Group 

Taxable temporary differences between accounting profit and taxable profit of property development units sold 

At 31 December 

2015 
US$’000 

2014
US$’000

1,683 
(309) 
(37) 

1,337 

595
(112)
1,200

1,683

2015 
US$’000 

2014
US$’000

1,337 

1,337 

1,683

1,683

 Deferred tax assets have not been recognised in respect of unused tax losses of US$55,000,000 (2014: US$35,288,000) 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$3,100,000 
(2014: US$3,462,000) 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.

22 INVENTORIES

Group 

Land held for property development   
Work-in-progress 
Stock of completed units, at cost 
Consumables 

 At 31 December 

a. 

Land held for property development

Group 

At 1 January 
Add :  
Exchange adjustments 
Additions   
Transfer from work-in-progress 
Disposal of subsidiary (Note 39)  

Less:
Costs recognised as expenses in the statement of comprehensive income during the year 

 At 31 December 

b.  Work-in-progress

Group 

At 1 January 
Add :  
Exchange adjustments 
Work-in-progress incurred during the year    
Transfer to land held for property development # 

At 31 December 

Note 

(a) 
(b) 

2015 
US$’000 

2014
US$’000

23,223 
53,182 
230,436 
487 

40,560
55,332
285,234
652

307,328 

381,778

2015 
US$’000 

2014
US$’000

40,560 

(3,466) 
451 
– 
(14,322) 

23,223 

24,403

(849)
2,710
24,534
–

50,798

– 

(10,238)

23,223 

40,560

2015 
US$’000 

2014
US$’000

55,332 

73,134

(10,273) 
8,123 
– 

(3,464)
10,196
(24,534)

53,182 

55,332

 The above amounts included borrowing cost capitalised at interest rate ranging from 5.50% to 10.00% per annum (2014: 7.53% to 12.62% per annum) of US$1,670,000 during the 
financial year (2014: US$1,799,000).

# 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.

54  |  ASEANA PROPERTIES LIMITED

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
23 HELD-FOR-TRADING FINANCIAL INSTRUMENT

 In the previous financial year, the financial asset represents a placement in money market fund (“Fund”), which was 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 and US$0.29 respectively.

The Fund is permitted under the Deed to invest in the following:

i.  
ii. 

iii. 

Bank deposits;
 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
 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.

24 TRADE AND OTHER RECEIVABLES

Group 

Trade receivables 
Other receivables 
Sundry deposits 

Company 

Other receivables 

2015 
US$’000 

2014
US$’000

2,901 
14,489 
351 

17,741 

2,977
5,030
352

8,359

2015 
US$’000 

2014
US$’000

– 

18

 Trade receivables represent progress billings receivable from the sale of completed units and land held for property development. Progress billings receivable from the sale of completed 
units are generally due for settlement within 21 days from the date of invoice and are recognised and carried at the original invoice amount less allowance for any uncollectible amounts. 
They are recognised at their original invoice amounts which represent their fair values on initial recognition less provision for impairment where it is required.

The ageing analysis of trade receivables past due are set out below. These relate to a number of independent customers for whom there is no recent history of default.

Group 
2015  

Within credit terms 
Stakeholder sums 
Past due   
0 – 60 days 
61 –120 days 
More than 120 days   

Group 
2014  

Within credit terms 
Stakeholder sums 
Past due   
0 – 60 days 
61 –120 days 
More than 120 days   

Gross 
US$’000 

Individual
Impairment 
US$’000 

Net
US$’000

602 
404 

1 
1 
1,893 

2,901 

– 
– 

– 
– 
– 

– 

602
404

1 
1 
1,893

2,901

Gross 
US$’000 

Individual
Impairment 
US$’000 

Net
US$’000

715 
2,127 

– 
1 
134 

2,977 

– 
– 

– 
– 
– 

– 

715
2,127

–
1
134

2,977

 Included in trade receivables is an amount of US$1,840,000 (2014: US$Nil) due from a subsidiary of Ireka Corporation Berhad in relation to the acquisition of three units of 
SENI Mont’ Kiara. As at 31 December 2015, these receivables are aged more than 120 days (2014: Nil). 

 As at 31 December 2015, the stakeholder sums represent an amount receivable from AEON Vietnam Co Ltd of US$0.4 million (2014: US$2.13 million). 

 As at 31 December 2015, approximate 63% (2014: 71%) of the Group’s trade receivables are from a customer with sound financial standing. Other than the abovementioned customer, the 
Group has a large number of customers whose property purchases are mainly secured by personal bank financing.

 Included in other receivables are sums of US$1,997,000 (2014: US$1,430,000) and US$1,415,000 (2014: US$1,162,000), due from a subsidiary of Ireka Corporation Berhad for advance 
payment to its contractors and due from Ireka Corporation Berhad for rental expenses paid on behalf.

 Included in the other receivables at 31 December 2015 is US$6,400,000 representing the balance of consideration receivable for the disposal of the Group’s 55% equity interest in ASPL 
PLB-Nam Long Ltd Liability Co, a subsidiary of the Group. Other receivables also includes an interest free advance of US$1,000,000 which was provided by the Group to ASPL PLB-Nam 
Long Ltd Liability Co in previous financial years in the form of a shareholder’s loan for working capital purposes. The shareholder’s loan was undertaken by the buyer as part of the disposal 
arrangement.

 The balance of consideration receivable of US$6,400,000 was subsequently received on 13 January 2016, while US$880,000 out of the US$1,000,000 shareholder’s loan was received 
on 3 March 2016. 

 The maximum exposure to credit risk is represented by the carrying amount in the statement of financial position. No allowance for impairment loss of trade receivables has 
been made for the remaining past due receivables as the Group monitors the repayment of the customers regularly and are confident of the ability of the customers to repay 
the balance outstanding.

ASEANA PROPERTIES LIMITED  |  55

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE
FINANCIAL STATEMENTS cont’d

25 AMOUNTS DUE FROM/ (TO) SUBSIDIARIES

Company 

Due from subsidiaries (Current portion) 
Less: Impairment loss 

Due to subsidiaries (Current portion)   

2015 
US$’000 

2014
US$’000

211,318 
(53,752) 

206,784
(45,529)

157,566 

161,255

(76,029) 

(70,393)

The amounts due from/ (to) subsidiaries are current, unsecured and repayable on demand. 

As at the end of the reporting period, inter-company balances that were assessed to be irrecoverable were impaired by US$8,223,000 (2014: US$15,103,000).

26 CASH AND CASH EQUIVALENTS

Group 

Cash and bank balances 
Short term bank deposits   

Less: Deposits pledged 

Included in short term bank deposits is US$9,646,000 (2014: US$9,800,000) pledged for banking facilities granted to its subsidiaries.

Company 

Cash and bank balances 
Short term bank deposits   

2015 
US$’000 

2014
US$’000

9,143 
13,835 

22,978 
(9,646) 

13,332 

12,057
13,954

26,011
(9,800)

16,211

2015 
US$’000 

2014
US$’000

6,089 
3,005 

9,094 

6,454
–

6,454

 The interest rate on cash and cash equivalents, excluding deposit pledged with licensed bank of US$9,646,000 (2014: US$9,800,000) pledged for banking facilities granted to subsidiaries, 
ranges from 0.20% to 2.80% per annum (2014: 2.65% to 2.80% per annum) and the maturity period is on daily basis (2014: 1 day to 7 days). 

 The interest rate on short term bank deposits pledged for banking facilities granted to subsidiaries ranges from 3.15% to 4.70% per annum (2014: 0.20% to 4.70% per annum) and the 
maturity period ranges from 1 month to 1 year (2014: 3 months to 1 year).

27 SHARE CAPITAL

Group and Company 

Authorised Share Capital  
Ordinary shares of US$0.05 each 
Management shares of US$0.05 each 

Issued Share Capital 
Ordinary shares of US$0.05 each 
Management shares of US$0.05 each 

* represents 10 management shares at US$0.05 each

# represents 2 management shares at US$0.05 each

Number of 
shares 
2015 
’000 

Amount 
2015 
US$’000 

Number of
shares 
2014 
’000 

Amount
2014 
US$’000

2,000,000 

100,000 

–* 

–* 

2,000,000 
– 

100,000
–

2,000,000 

100,000 

2,000,000 

100,000

212,025 
–# 

10,601 
–# 

212,025 
– 

212,025 

10,601 

212,025 

10,601
–

10,601

 On 27 August 2015, the shareholders of the Company approved the creation and issuance of management shares by the Company as well as a compulsory redemption mechanism that 
was proposed by the Board.

The Company increased its authorised share capital from US$100,000,000 to US$100,000,000.50 by the creation of 10 management shares of US$0.05 each for cash. 

 The Company also increased its issued and paid-up share capital from US$10,601,250 to US$10,601,250.10 by way of an allotment of 2 new management shares of US$0.05 each at par 
via cash consideration. 

In accordance with the compulsory redemption scheme, the Company’s ordinary shares were converted into redeemable ordinary shares.

56  |  ASEANA PROPERTIES LIMITED

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
27 SHARE CAPITAL cont’d

The ordinary shares and the management shares shall have attached thereto the rights and privileges, and shall be subjected to the limitations and restrictions, as are set out below:

a.  Distribution of dividend:

i. 

 The ordinary shares carry the right to receive all the profits of the Company available for distribution by way of interim or final dividend at such times as the directors may determine 
from time to time; and

ii. 

The management shares carry no right to receive dividends out of any profits of the Company.

b.  Winding-up or return of capital:

i. 

The holders of the management shares shall be paid an amount equal to the paid-up capital on such management shares; and 

ii. 

Subsequent to the payment to holders of the management shares, the holders of the ordinary shares shall be repaid the surplus assets of the Company available for distribution.

c 

Voting rights:

i 

ii 

The holders of the ordinary shares and management shares shall have the right to receive notice of and to attend and vote at general meetings of the Company; and

 Each holder of ordinary shares and management shares being present in person or by a duly authorised representative (if a corporation) at a meeting shall upon a show of hands 
have one vote and upon a poll each such holder present in person or by proxy or by a duly authorised representative (if a corporation) shall have one vote in respect of every full 
paid share held by him. 

28 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.

Group & Company 

At 1 January/31 December 

29 CAPITAL REDEMPTION RESERVE

2015 
US$’000 

2014
US$’000

218,926 

218,926

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.

30 TRANSLATION RESERVE

The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations.

31 FAIR VALUE RESERVE

The fair value reserve comprises the cumulative change in the fair value of available-for-sale investments until the investments are derecognised or impaired.

32 ACCUMULATED LOSSES

Group 

At 1 January 
(Loss)/ profit attributable to equity holders of the parent 
Changes in ownership interests in subsidiaries 

At 31 December 

Company 

At 1 January 
Loss for the year 

At 31 December 

2015 
US$’000 

2014
US$’000

(60,932) 
(15,784) 
(585) 

(69,876)
9,091
(147)

(77,301) 

(60,932)

2015 
US$’000 

2014
US$’000

(59,721) 
(13,026) 

(43,282)
(16,439)

(72,747) 

(59,721)

ASEANA PROPERTIES LIMITED  |  57

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE
FINANCIAL STATEMENTS cont’d

33 TRADE AND OTHER PAYABLES

Group 

Trade payables   
Other payables   
Progress billings 
Deposits refundable   
Accruals 

Company 

Other payables   
Accruals 

2015 
US$’000 

2014
US$’000

2,094 
6,526 
23,199 
1,337 
4,180 

37,336 

3,083
8,278
22,514
1,193
5,442

40,510

2015 
US$’000 

2014
US$’000

62 
123 

185 

4
142

146

 Trade payables represent trade purchases and services rendered by suppliers as part of the normal business transactions of the Group. The credit terms granted by trade suppliers range 
from 30 to 90 days.

 Progress billings represent the proceeds received from purchasers for development properties i.e. SENI Mont’ Kiara and The RuMa Hotel and Residences which are pending for transfer of 
vacant possession.

Deposits and accruals are from normal business transactions of the Group.

34 AMOUNT DUE TO NON-CONTROLLING INTERESTS

Group 

Non-current 
Minority Shareholders of Shangri-La Healthcare Investment Pte Ltd: 
- Tran Thi Lam 
- Econ Medicare Centre Holdings Pte Ltd 
- Value Energy Sdn. Bhd. 
- Thang Shieu Han 
- Nguyen Quang Duc   

Current 
Minority Shareholder of Bumiraya Impian Sdn. Bhd.: 
- Global Evergroup Sdn. Bhd. 

Minority Shareholders of Hoa Lam Services Co Ltd: 
- Tran Thi Lam 
- Tri Hanh Consultancy Co Ltd 
- Hoa Lam Development Investment Joint Stock Company 
- Duong Ngoc Hoa 

Minority Shareholder of The RuMa Hotel KL Sdn. Bhd.: 
- Ireka Corporation Berhad  

Minority Shareholder of Urban DNA Sdn. Bhd.: 
- Ireka Corporation Berhad  

2015 
US$’000 

2014
US$’000

– 
– 
– 
– 
– 

– 

1,155 

1,727 
3,257 
244 
163 

1 

3,467 

10,014 

10,014 

415
491
147
56
11

1,120

1,418

1,725
2,510
188
126

–

4,255

10,222

11,342

The current amount due to non-controlling interests amounting to US$10,014,000 (2014: US$10,222,000) is unsecured, interest free and repayable on demand. 

During the financial year, amount due to non-controlling interests amounting to US$1,440,000 was capitalised as share capital of Shangri-La Healthcare Investment Pte Ltd.

 In 2014, the non-current amount due to non-controlling interests amounting to US$1,120,000 was 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.

35 LOANS AND BORROWINGS

Group 

Non-current 
Bank loans 
Finance lease liabilities 

Current 
Bank loans 
Finance lease liabilities 

58  |  ASEANA PROPERTIES LIMITED

2015 
US$’000 

2014
US$’000

55,813 
10 

55,823 

13,489 
11 

13,500 

69,323 

53,338
26

53,364

19,262
12

19,274

72,638

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
35 LOANS AND BORROWINGS cont’d

 The effective interest rates on the bank loans and finance lease arrangement for the year ranged from 5.25% to 12.50% (2014: 5.25% to 17.70%) per annum and 2.50% to 3.50% (2014: 
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:

Group 

Within one year  
Between one and five years 

36 MEDIUM TERM NOTES

Group 

Outstanding medium term notes 
Net transaction costs  
Less:  
Repayment due within twelve months * 

Repayment due after twelve months 

Future 
minimum 
lease 
payment 
2015 
US$’000 

12 
12 

24 

Interest 
2015 
US$’000 

1 
2 

3 

Present 
value of 
minimum 
lease 
payment 
2015 
US$’000 

11 
10 

21 

Future 
minimum 
lease 
payment 
2014 
US$’000 

15 
30 

45 

Present
value of
minimum
lease
payment
2014
US$’000

12
26

38

Interest 
2014 
US$’000 

3 
4 

7 

2015 
US$’000 

2014
US$’000

119,711 
(1,191) 

147,004
(1,774)

(108,190) 

(60,237)

10,330 

84,993

* Includes net transaction costs in relation to medium term notes due within twelve months of US$1.04 million (2014: 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$57.06 million (RM245.00 million) was drawn down in 2011 for Sandakan 
Harbour Square. US$3.49 million (RM15.00 million) was drawn down in 2012 for Aloft Kuala Lumpur Sentral Hotel and the remaining US$59.16 million (RM254 million) in 2013. The Group 
secured a rollover of MTN amounting US$3.49 million (RM15 million) and US$46.58 million (RM200 million) which were due for repayment on 1 October 2015 and 8 December 2015 
to be repaid on 30 September 2016 and 7 December 2016 respectively. Subsequent to year end, the Group secured a rollover of MTN amounting to US$5.82 million (RM25 million) and 
US$53.33 million (RM229 million) which were due for repayment on 29 January 2016 and 8 April 2016 to be repaid on 31 January 2017 and 10 April 2017 respectively. 

No repayments were made in the current financial year.

 The weighted average interest rate of the MTN was 5.88% per annum at the statement of financial position date. The effective interest rates of the MTN and their outstanding amounts are 
as follows:

Series 1 Tranche FG 003 
Series 1 Tranche BG 003   
Series 1 Tranche FG 004 
Series 1 Tranche BG 004   
Series 2 Tranche FG 002 
Series 2 Tranche BG 002   
Series 3 Tranche FG 004 
Series 3 Tranche BG 004   
Series 3 Tranche FG 002 
Series 3 Tranche BG 002   
Series 3 Tranche FG 003 
Series 3 Tranche BG 003   

Maturity Dates 

Interest rate 
% per annum 

8 December 2017 
8 December 2017 
7 December 2016 
7 December 2016 
7 December 2016 
7 December 2016 
30 September 2016 
30 September 2016 
29 January 2016 
29 January 2016 
8 April 2016 
8 April 2016 

5.90 
5.85 
6.25 
6.15 
6.25 
6.15 
6.03 
6.00 
5.50 
5.45 
5.65 
5.58 

US$’000

5,823
4,658
10,480
6,987
16,303
12,809
2,329
1,165
3,494
2,329
30,044
23,290

119,711

The medium term notes are secured by way of:

i. 

ii. 

bank guarantee from two financial institutions in respect of the BG Tranches;

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 Sale 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;

ASEANA PROPERTIES LIMITED  |  59

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE
FINANCIAL STATEMENTS cont’d

36 MEDIUM TERM NOTES cont’d

The medium term notes are secured by way of: (cont’d)

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. 

x. 

 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;

 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.

37 PURCHASE OF OWN SHARES AND CANCELLATION OF SHARES

There was no repurchase of issued share capital in the current financial year. 

Cancellation of treasury shares

 The shares repurchased in the prior years 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.

38 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. ICB’s relationship with the Group is also mentioned on page 19 of the Directors’ Report under the headings of ‘Management’.

 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 

ICB Group of Companies
Accounting and financial reporting services fee charged by an ICB subsidiary 
Advance payment to the contractors of an ICB subsidiariy 
Construction progress claims charged by an ICB subsidiary 
Acquisition of SENI Mont’ Kiara units by an ICB subsidiary 
Management fees charged by an ICB subsidiary  
Marketing commission charged by an ICB subsidiary 
Project staff costs reimbursed to an ICB subsidiary 
Rental expenses charged by an ICB subsidiary 
Rental expenses paid on behalf of ICB 
Secretarial and administrative services fee charged by an ICB subsidiary 

Key management personnel 
Remuneration of key management personnel - Directors’ fees 
Remuneration of key management personnel - Salaries  

Company 

ICB Group of Companies  
Accounting and financial reporting services fee charged by an ICB subsidiary  
Management fees charged by an ICB subsidiary  
Secretarial and administrative services fee charged by an ICB subsidiary 

Key management personnel 
Remuneration of key management personnel - Directors’ fees 

Transactions between the Group with other significant related parties are as follows: 

Group 

Non-controlling interests  
Advances – non-interest bearing (Note 34)  
Capitalisation of amount due to non-controlling interests as share capital 

The above transactions have been entered into in the normal course of business and have been established under negotiated terms. 

60  |  ASEANA PROPERTIES LIMITED

2015 
US$’000 

2014
US$’000

50 
833 
6,423 
2,008 
3,115 
281 
289 
4 
512 
50 

317 
49 

53
1,430
13,912
–
3,344
1,226
544
31
588
53

317
49

2015 
US$’000 

2014
US$’000

50 
1,257 
50 

53
1,180
53

317 

317

2015 
US$’000 

2014
US$’000

1,067 
1,440 

1,635
–

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
38 RELATED PARTY TRANSACTIONS cont’d

The outstanding amounts due from/ (to) ICB and its group of companies as at 31 December 2015 and 31 December 2014 are as follows:

Group 

Amount due from an ICB subsidiary for advance payment to its contractors 
Amount due to an ICB subsidiary for construction progress claims charged  
Amount due from an ICB subsidiary for acquisition of SENI Mont’ Kiara units 
Amount due from an ICB subsidiary for management fees  
Amount due to an ICB subsidiary for marketing commissions  
Amount due to an ICB subsidiary for reimbursement of project staff costs 
Amount due to an ICB subsidiary for rental expenses 
Amount due from ICB for rental expenses paid on behalf 

Company 

Amount due to an ICB subsidiary for management fees  

(i)   These amounts are trade in nature and subject to normal trade terms.

(ii)  These amounts are non-trade in nature and are unsecured, interest-free and repayable on demand. 

The outstanding amounts due from/ (to) the other significant related parties as at 31 December 2015 and 31 December 2014 are as follows:

Group 

Non-controlling interests  
Advances – non-interest bearing (Note 34)  

Note 

2015 
US$’000 

2014
US$’000

(ii) 
(i) 
(i) 
(ii) 
(ii) 
(ii) 
(ii) 
(ii) 

Note 

(ii) 

1,997 
(38) 
1,840 
25 
(43) 
(24) 
(3) 
1,415 

1,430
(891)
–
–
(34)
(60)
(2)
1,162

2015 
US$’000 

2014
US$’000

(52) 

(10)

2015 
US$’000 

2014
US$’000

(10,014) 

(11,342)

Transactions between the parent company and its subsidiaries are eliminated in these consolidated financial statements. A list of the main operating subsidiaries is provided in Note 40.

39 BUSINESS COMBINATION

Change in equity interest in subsidiaries

 During the financial year, the Group increased its equity interest in Shangri-La Healthcare Investment Pte Ltd (“SHIPL”) from 75.38% to 79.76% (2014: 74.11% to 75.38%) arising from an 
issue of new shares in the subsidiary for cash consideration of US$5.3 million and capitalisation of loan from ASPL V7 Limited amounting to US$9.6 million. Consequently, the Group’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 Morningstar International 
Preschool Ltd Liability Co (Formerly known as Hoa Lam – Shangri-La 4 Ltd Liability Co), subsidiaries of SHIPL, increased to 71.13% (2014: 68.07%). 

 The Group recognised an increase in non-controlling interests of US$585,000 (2014: US$147,000) and an increase in accumulated losses of US$585,000 (2014: US$147,000) resulting 
from the increase in equity interest in the above subsidiaries. The transaction was accounted for using the purchase method of accounting.

Disposal of a subsidiary

 The Group entered into an agreement with Nam Long Investment Corporation and Nam Khang Construction Investment Development One Member Ltd Liability Co on 10 September 2015 
to dispose of ASPL PLB Limited’s 55% equity interest in ASPL PLB-Nam Long Ltd Liability Co, a subsidiary of the Group for a consideration of US$8,227,000 (VND185,165,679,414) and  
repayment of the shareholder’s loan of US$1,000,000 (VND20,732,443,120). The shareholder’s loan was an interest free advance provided by the Group to ASPL PLB-Nam Long Ltd 
Liability Co in previous financial years for working capital purposes. The shareholder’s loan was undertaken by the buyer as part of the disposal arrangement.

 The condition precedent for the completion of the disposal of ASPL PLB-Nam Long Ltd Liability Co was met on 10 December 2015 when the transfer of shares was effected.

The disposal of ASPL PLB-Nam Long Ltd Liability Co has no significant impact on the results of the Group other than the gain on disposal of US$675,000 recognised during the year.

The details of the gain/ (loss) are as follows:

Analysis of assets and liabilities over which control was lost:

Current assets  
Inventories - Land held for property development 
Trade and other receivables 
Cash and cash equivalents  

Current liabilities 
Trade and other payables   

Net assets disposed of 

Gain on disposal of a subsidiary 
Consideration receivable 
Incidental expenses   

Net consideration receivable 
Net assets disposed of 
Non-controlling interests 

Gain on disposal 

Net cash outflow on disposal of a subsidiary   
Consideration received* 
Cash and cash equivalent disposed of 

ASEANA PROPERTIES LIMITED  |  61

Notes 

22 

2015
US$’000

14,322
38
1,663

(2,856)

13,167

8,227
(310)

7,917
(13,167)
5,925

675

1,517
(1,663)

(146)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE
FINANCIAL STATEMENTS cont’d

39 BUSINESS COMBINATION cont’d

Analysis of assets and liabilities over which control was lost: (cont’d)

*  Out  of  the  total  consideration  receivable  of  US$7,917,000,  US$1,517,000  has  been  received  as  at  the  financial  year  end.  The  remaining  outstanding  consideration  receivable  of 

US$6,400,000 was received on 13 January 2016.

 In the previous financial year, the Group disposed of its entire interests 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 had no significant impact on the results of the Group.

40 INVESTMENT IN PRINCIPAL SUBSIDIARIES 

Name 

Principal Subsidiaries 
Ireka Land Sdn. Bhd.  
Bumijaya Mawar Sdn. Bhd. 
Bumijaya Mahligai Sdn. Bhd. 
Amatir Resources Sdn. Bhd. 
ICSD Ventures Sdn. Bhd. 
Priority Elite Sdn. Bhd. 
Iringan Flora Sdn. Bhd. 
Silver Sparrow Berhad 

Bumiraya Impian Sdn. Bhd. 
The RuMa Hotel KL Sdn. Bhd. 
Urban DNA Sdn. Bhd.  
Aseana-BDC Co Ltd 
ASPL PLB-Nam Long Ltd Liability Co*  
Hoa Lam Services Co Ltd   
Shangri-La Healthcare Investment Pte Ltd and its subsidiaries 
Hoa Lam-Shangri-La Healthcare Ltd Liability Co   
City International Hospital Co Ltd 
Hoa Lam-Shangri-La 3 Ltd Liability Co  
Morningstar International Preschool Ltd Liability Co  
(Formerly known as Hoa Lam-Shangri-La 4 Ltd Liability Co)

Country of 
incorporation 

Principal activities 

Effective ownership interest
2014

2015 

Malaysia 
Malaysia 
Malaysia 
Malaysia 
Malaysia 
Malaysia 
Malaysia 
Malaysia 

Malaysia 
Malaysia 
Malaysia 
Vietnam 
Vietnam 
Vietnam 
Singapore 
Vietnam 
Vietnam 
Vietnam 
Vietnam 

Property development 
Property development 
Property development 
Property development 
Hotel and mall ownership and operation 
Project management services 
Hotel ownership and operation 
Participating in the transactions  
contemplated under the 
Guaranteed MTN Programme 
Property development 
Investment holding 
Property development 
Investment holding 
Property development 
Investment holding 
Investment holding 
Property development 
Hospital ownership and operation 
Property development 
Property development 

100% 
100% 
100% 
100% 
100% 
100% 
100% 
100% 

80% 
70% 
70% 
65% 
– 
51% 
80% 
71% 
71% 
71% 
71% 

100%
100%
100%
100%
100%
100%
100%
100%

80%
70%
70%
65%
55%
51%
75%
68%
68%
68%
68%

* The entire shareholding was disposed of in 2015

Principal subsidiaries are those which materially affect the results or assets of the Group.

The shareholdings of the principal subsidiaries are held through subsidiaries.

41 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$119.71 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$6.99 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.

42 EVENT AFTER STATEMENT OF FINANCIAL POSITION DATE

 Subsequent to year end, the Group entered into a sale and purchase agreement to dispose of the Aloft Kuala Lumpur Sentral Hotel (“Aloft”) to Prosper Group Holdings Limited 
(“Prosper  Group”).  The  gross  transaction  value  for  the  purchase  of  the  entire  issued  share  capital  of  ASPL  M3B  Limited  and  Iringan  Flora  Sdn.  Bhd.  (the  “Aloft  Companies”)  is 
approximately US$104.60 million (RM418.70 million).

 The transaction, which is expected to be completed in Quarter 3, 2016, is conditional upon satisfactory completion of a due diligence review by Prosper Group, and certain consents being 
obtained from Starwood Asia Pacific Hotels & Resorts Pte Ltd, the operator of the Aloft hotel, and consents from the Company’s financiers for the Aloft hotel.

Copies of the Annual Report

 Copies of the annual report will be available on the Company’s website at www.aseanaproperties.com and from the Company’s registered office, 12 Castle Street, St. Helier, Jersey, 
JE2 3RT, Channel Islands.

62 | ASEANA PROPERTIES LIMITED

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CORPORATE INFORMATION

The RuMa Hotel and Residences
Kuala Lumpur

NON-EXECUTIVE CHAIRMAN
Mohammed Azlan Hashim

NON-EXECUTIVE DIRECTORS
Christopher Henry Lovell
David Harris
Ismail Shahudin
John Lynton Jones
Gerald Ong Chong Keng 
Nicholas John Paris (appointed on 22 June 2015)
Ferheen Mahomed (appointed on 22 June 2015) 

COMPANY SECRETARY 
AND REGISTERED OFFICE
Capita Secretaries Limited
12 Castle Street, St. Helier
Jersey JE2 3RT
Channel Islands

WEBSITE
www.aseanaproperties.com

LISTING DETAILS
Main Market of the London Stock Exchange under the 
ticker symbol ASPL

AUDITOR 
KPMG LLP
15 Canada Square
London E14 5GL 
United Kingdom

CORPORATE BROKER
N+1 Singer
One Bartholomew Lane
London EC2N 2AX
United Kingdom

PUBLIC RELATIONS
Tavistock Communications
131 Finsbury Pavement
London EC2A 1NT
United Kingdom

REGISTRAR
Computershare Investor Services (Jersey) Limited
Queensway House
Hilgrove Street, St. Helier
Jersey JE1 1ES
Channel Islands
T +44(0) 370 707 4040
F +44(0) 370 873 5851

ASEANA PROPERTIES LIMITED | 63