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INTERIM REPORT
中期報告
* for identification purposes only
僅供識別 2009/10
Samling Global Limited is an integrated forest resource and
wood products company • Strategically located operations
in Malaysia (headquarters), the PRC, New Zealand, Australia
and Guyana • Extensive forestry and management expertise
with more than 40 years of track record • More than 12,000
employees across its operations
CORPORATE INFORMATION 2
CHAIRMAN’S STATEMENT 3
MANAGEMENT DISCUSSION AND ANALYSIS 6
OTHER INFORMATION 15
FINANCIAL SECTION 19
PRINCIPAL BANKERS
PLACE OF BUSINESS IN HONG KONG
nd AmBank Berhad
Room 2205, 22 Floor, Harbour Centre
ANZ Investment Bank
25 Harbour Road
CIMB Bank Berhad
Wanchai
Malayan Banking Berhad
Hong Kong
OCBC Bank (Malaysia) Berhad
RHB Bank Berhad
COMPANY SECRETARY The Bank of Tokyo – Mitsubishi UFJ, Ltd.
Navin Kumar Aggarwal
(LL.B. (Hons.) London, P.C.LL (Hong Kong))
STOCK CODE
Hong Kong Stock Exchange 3938
AUDITORS
KPMG
WEBSITE
www.samling.com
BUSINESS REVIEW
The financial year for the Group began with the world continuing to grapple with severe financial crisis which caused great turmoil in the
financial markets and the consideration on how to prevent major economies falling into a deep recession. As the contagion spread from the
financial sector to other sectors of the economy, governments around the world announced various stimulus plans to pump-prime its economy.
These plans have had effect as at the date of this review, the financial crisis had abated, with signs that the major economies globally are pulling
out of recession and returning to a growth path. As a result, the Group’s financial performance for the period under review showed improvement
as compared to the second half of the preceding financial year. For China, which recorded strong growth from large stimulus packages, its
momentum of growth would be dependent on market reaction as funds from the stimulus packages are disbursed. However, the economy of the
Group’s key market of Japan remains stagnant due to buyer’s wary outlook.
For the financial period under review, the Group recorded a turnover of US$269.0 million and gross profit of US$32.5 million. Gross profit
margins achieved were higher at 12.1% compared to 8.6% for the corresponding preceding financial period. The improvement in gross profits
was a result of our business strategy in preserving resources, enhancing operational efficiency and tight monitoring of cash cost of production
and cost control. The Group recorded a profit before taxation of US$30.6 million after accounting for a contribution from the share of profits of
associates of US$7.2 million and unrealised foreign exchange gains of US$5.7 million on US Dollar denominated loans by a foreign subsidiary in
New Zealand. This compared favourably against a loss before taxation of US$24.0 million suffered in the corresponding preceding financial
period. Profit attributable to shareholders of the Company was US$15.9 million.
The log trading segment remained the largest contributor to operating profits recorded at US$11.9 million for the financial period under review.
Total volume of logs sold by the Group was 768,412 m3 which was 14.4% higher than that of the corresponding preceding financial period
which was principally due to higher log extraction in Malaysia with more conducive weather conditions and the ramp up in production of
softwood logs in New Zealand. China and India remain key markets for the financial period under review. Although China’s log demand for the
manufacture of finished wood products targetted at the export market, principally to the recession hit USA market, has been adversely affected,
this was offset by its other timber requirements from its robust construction and housing sectors which were beneficiaries of the economic
stimulus packages. India, as its population becomes more affluent coupled with economic recovery, also increased its demand for the harder
species logs. A significant part of the Group’s log export from Malaysia and Guyana as well as the increased softwood production from New
Zealand are exported to China and India. Due to the difference in mix and species requirement from various markets, average export prices was
US$149.1/m3 for hardwood logs. With the increase in demand from China, our New Zealand softwood logs export prices also improved by
24.5% from second half of the preceding financial year. The Group continues to monitor the timber market and preserving its timber resources
where appropriate and only harvest logs that provide a reasonable return against cash cost of production for both downstream processing and
direct sales.
Despite Japan’s new housing starts falling to record low levels in the last 45 years of less than 800,000 units for 2009, the Group still managed
to achieve a positive margin from its plywood and veneer segment as compared to 13.5% gross loss margin in second half of the preceding
financial year. Export prices for plywood and veneer also showed an improvement of 16.7% and 12.7% respectively from the second half of the
preceding financial year. The Group will continue to operate its plywood and veneer mills efficiently with a focus on cash cost containment and
production of specialty products which can generate better gross profit margin.
In terms of overall production costs per cubic meter of logs, plywood and veneer, there had been some success in the Group’s efforts in cost
containment programmes and negotiation strategies in which our production cost was lower than that of the corresponding preceding financial
period. There is further potential for cost reduction when production increases to higher level. The Group will continue to emphasise tight control
over the cash cost of operations whilst making progress with its productivity and efficiency initiatives.
The Elegant Living companies, based in China, whose principal activities are the manufacture and sale of flooring products recorded an operating
profit of US$6.2 million for the financial period under review. Strategically, Elegant Living companies, being one of the largest engineered flooring
distributor in China, has maintained its stronghold by expanding further to Tier 2 cities in China with additional 98 outlets from 548 outlets in the
preceding financial year. Furthermore, to tap in the domestic wood composite flooring market, which accounts for approximately 70% of the
expected domestic output requirements in China, Elegant Living commissioned a new laminate plant in Chengdu in October 2009.
The Company had on 26 November 2009 acquired an additional 7.54% in Lingui Developments Berhad, increasing its total stake to 67.23%.
This additional investment will contribute positively to shareholders’ return going forward.
CORPORATE GOVERNANCE
The Board is committed to achieving and maintaining high standards of corporate governance in managing the business and affairs of the Group
guided by the principles and best practices of Code on Corporate Governance Practices as set out in Appendix 14 to the Rules Governing the
Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”). These practices are instilled throughout the Group’s
operations.
OUTLOOK
Although there are uncertainties surrounding the sustainability of the global economic recovery, there are some indications that the worst
financial crisis in decades may have abated and major global economies are showing signs of recovery. Faced with this uncertainty, end users still
remain cautious on whether the recovery will be sustained before making commitments on purchases. In Japan, after experiencing a record low
in housing starts for 2009, the government continues its efforts in giving the depressed housing industry a boost. Among the many plans to
encourage house construction, an eco-point system for houses has been established to complement preferential taxation treatment for the
acquisition of houses. Whether this will have its effects is yet to be seen as economic stagnation and anxiety over the future will be important
considerations to end buyers who may delay purchases until the outlook is clearer. Currently, timber stockholding in Japan is relatively low and
once restocking activities take place, it is hoped that there will be a rise in selling price. In China, the property sector, with support from the
economic stimulus initiatives, has been booming with prices moving to un-precedented levels creating the fear that a property bubble may be
forming. To manage this possible overheating in the property market, the Chinese government has taken steps to curb and control lending to this
sector. However, its impact remains uncertain and whether a slowdown in demand from China may happen. India will continue to be a key buyer
for the harder species of logs to meet the increasing demand for improved housing as the population’s standard of living improves. It is hoped
the momentum of the USA government efforts to turn around its economy can achieve the desired results.
In terms of supply, the economic crisis has caused many timber mills without strong financial resources to either curtail or shut down their
operations completely. This has helped to balance supply with the reduced demand. With Russia announcing that the proposed increase in export
tax on round logs to 80% has been further postponed to 2011, the timber market will not likely experience an immediate surge of log prices. In
terms of log supply dynamics, a gradual shift in supplying countries is evident as Russia raw log exports has been on the decreasing trend
(replaced by exports in the form of finished and semi-finished products). As a result, sources from New Zealand, Papua New Guinea and Sarawak,
Malaysia are expected to fill this gap. The Group will continue in its plan to ramp up its production volume of softwood logs to meet the expected
increase in demand and higher prices of softwood. China’s plywood exports will continue to pose a threat to other plywood exporting countries
to compete at the current much reduced market.
Faced with the intense competitive environment in which the Group operates and with constant pressure on margins, the Group continues to
work on improving operational efficiency by enhancing the productivity of its workforce and its equipment fleet. When appropriate, it will take
steps to preserve its timber resources and monitor harvest pattern with margin consideration in mind.
APPRECIATION
On behalf of the Board, I would like to express my gratitude to the Directors, our Management and all employees for their strong commitment,
dedication and contribution towards the execution of the Group’s strategies and operations. We also wish to thank all customers, business
partners, bankers, the authorities and shareholders for their invaluable support.
15 March 2010
SEGMENT REVENUE
Six months ended 31 December 2009 Six months ended 31 December 2008
Sales Weighted Sales Weighted
Volume Average Revenue Volume Average Revenue
m3 US$/m3 US$’000 m3 US$/m3 US$’000
Hardwood logs — export sales 392,027 149.13 58,464 304,045 180.70 54,942
Hardwood logs — local sales 166,036 73.94 12,276 167,040 106.20 17,740
Softwood logs — export sales 183,312 68.84 12,620 174,700 67.57 11,804
Softwood logs — local sales 27,037 95.83 2,591 25,714 80.42 2,068
Total external log sales 768,412 111.86 85,951 671,499 128.90 86,554
(i) Internal log sales do not include logs consumed by the downstream mills where the mill and forest concession from which the logs were extracted are held by the same company.
The Group sold 558,063 cubic metres (“m3”) of hardwood logs and 210,349 m3 of softwood logs which was 18.5% and 5.0% higher
respectively than the corresponding preceding financial period. With lower volume of hardwood logs processed by the Group’s plywood mills
which was not running at capacity, the volume of hardwood log exports increased by 28.9% compared to the corresponding preceding financial
period.
The Group continued on its plan to progressively ramp up its softwood log production from its maturing New Zealand tree plantations. Of the
total softwood logs sold during the financial period under review of 210,349 m3, the Group’s exports increased by 4.9%, principally to China and
Korea.
The average hardwood log export prices achieved for the financial period under review was US$149.1 per m3 compared to US$180.7 per m3
achieved for the corresponding preceding financial period. The lower hardwood log price was mainly due to different mix and species of logs
exported during these two financial periods. The average softwood log prices achieved was 4.5% higher at US$72.3 per m3 compared to the
corresponding preceding financial period.
With the impact of the lower volume and prices of hardwood logs sold, gross profit from log trading was lower at US$8.5 million compared to
US$17.5 million achieved in the corresponding preceding financial period. Gross profit margin also decreased to 7.1% from 14.1% in the
corresponding preceding financial period.
Plywood
Six months ended 31 December 2009 Six months ended 31 December 2008
Sales Weighted Sales Weighted
Volume Average Revenue Volume Average Revenue
m3 US$/m3 US$’000 m3 US$/m3 US$’000
Total external plywood sales 168,898 408.83 69,051 233,173 449.60 104,835
Six months ended 31 December 2009 Six months ended 31 December 2008
Sales Weighted Sales Weighted
Volume Average Revenue Volume Average Revenue
m3 US$/m3 US$’000 m3 US$/m3 US$’000
Total external veneer sales 55,970 273.75 15,322 71,988 288.99 20,804
For the financial period under review, the Group sold 168,898 m3 of plywood and 55,970 m3 of veneer to external parties which when compared
to 233,173 m3 of plywood and 71,988 m3 of veneer sold in the corresponding preceding financial period was 27.6% and 22.3% lower
respectively.
The plywood segment was affected by the slowdown in demand from its key markets, notably Japan, which recorded record low housing starts
for 2009 of 800,000 units. This was the lowest level of housing starts for the past 45 years. Although Japan’s demand was relatively low, the
Group still sold 83,098 m3 of plywood to Japan compared to 109,461 m3 in the corresponding preceding financial period. In the USA, after a
sharp downward spiral in housing starts brought about by the financial crisis, there are indicators that the lower housing starts are stabilising
with signs of a gradual upward movement. The Group continues to support its customers in the USA and for the financial period under review,
sales to the USA was 13.3% of total Group’s plywood export sales. Although the Group was able to sell its plywood products to other markets,
including South Korea, which imported 14.3% of the Group’s total plywood exports, it continued on its strategy of preserving its timber resource
by not processing up to capacity when margins realised do not provide the required return. With the slim margins, the Group paid close attention
to the cash cost of production and focused on customers purchasing higher value niche plywood which fetched a better premium. Due to the low
demand, exported plywood prices of US$412.9 per m3 was 9.3% lower compared to the corresponding preceding financial period
Demand for veneer, which has a certain correlation with the plywood, was similarly affected and recorded lower sales when compared to the
corresponding preceding financial period. The Group strived to maximise returns by focusing on producing more face and back veneer which gave
better margins. Veneer prices realised of US$273.8 per m3 was 5.3% marginally lower than that of the corresponding preceding financial period.
Production cost per m3 of plywood and veneer has decreased in the financial period under review by approximately 2.9% and 11.7% respectively
compared to the corresponding preceding financial period. This decrease in cost was mainly due to lower glue and lubricant prices. There is still
room for further reduction in cost per m3 when the production is increased as fixed and semi-fixed costs are now allocated over a lower
production volume. However due to the lower plywood and veneer prices, gross profit realised of US$0.3 million remained slim and as a result,
gross profit margin achieved for plywood and veneer operations was 0.3% compared to 1.3% in the corresponding preceding financial period.
With the current marginal profits from plywood and veneer, the Group continues to work towards maximising its return on its timber resource by
comparing the incremental contribution of processing logs into plywood or veneer versus its sale in its raw form. When appropriate, as noted
above, it will take steps to preserve its timber resource by reducing its downstream production but yet at the same time maintaining its workforce
so that the Group will be ready for a ramp up when recovery takes place. The Group has this flexibility due to its integrated operations supported
by an adequate wood resource.
As the upstream support services involves a large fleet of machineries and vehicles operating at the forest resource, controlling operating costs
and increasing productivity is of paramount importance. For the financial period under review, the Group had the benefit of lower diesel prices
which decreased to US$0.59 per litre from an average of US$0.89 per litre in the corresponding preceding financial period. Coupled with semi-
fixed and fixed operating costs being allocated over the higher volumes extracted, average operating cost per m3 has decreased. The focus of the
Group for the financial period under review was on increasing productivity and containing costs. For the financial period under review, upstream
support services recorded a gross profit of US$7.8 million as compared to a gross loss of US$6.8 million achieved in the corresponding preceding
financial period.
Flooring Products
On 26 August 2008, the Group successfully completed the acquisition of the business of Elegant Living (Hong Kong) Limited, Elegant Living
International Holdings Limited and New Elegant Living Timber Manufacturing (Zhongshan) Co., Ltd. The new group into which the assets are
injected, of which the Company owns 70% (collective the “Elegant Living group of companies”), manufactures and sells flooring products. It is
the current market leader in China for hand sculptured engineered flooring. As at the end of the financial period under review, the Elegant Living
companies has 646 outlets in China, an increase of 98 outlets from the last financial year end.
In the corresponding preceding financial period, after the completion of the acquisition, the Group consolidated four months results of the
Elegant Living group of companies and recognised an operating profit of US$3.0 million. For the financial period under review, it had the benefit
of an additional two months with the consolidation of six months results coupled with higher sales, operating profits improved to US$6.2 million.
This increase was, however, offset by the start up cost incurred by a new flooring factory operated by another subsidiary in China.
Other Operations
Other operations mainly comprise the operations of housing products, chipboard, wood chip processing and selling and distribution of building
materials. These operations are efforts by the Group to move further downstream into more value added products, using either the Group’s
primary product of plywood or wood waste from the plywood operations as a production input. This segment also includes quarry, rubber retread
compound and property investment operations.
Revenue from other operations increased by US$9.2 million or approximately 21.0%, to US$53.1 million in the financial period under review
from US$43.9 million in the corresponding preceding financial period. This increase was primarily due to the higher sales by the distribution
company in Australia and the housing products division which expanded its product lines into the Japanese market. In terms of gross profit, other
operations achieved US$9.3 million which was 29.8% higher than the corresponding preceding financial period.
Income Tax
An income tax expense of US$4.1 million was accounted for in the financial period under review as compared to US$6.3 million for the
corresponding preceding financial period. The decrease in the tax charge in spite of higher profits was due to effect of higher non taxable income
and the utilisation of tax credits not recognised in prior years.
The gearing ratio was 27.4% and 29.7% as at 31 December 2009 and 30 June 2009, respectively. The gearing ratio is derived by dividing the
total of bank overdrafts, loans and borrowings and finance lease liabilities by total assets. The gearing ratio remained relatively stable in the
financial year under review compared to 30 June 2009.
Available facilities that were not drawndown as at 31 December 2009 amounted to US$51.6 million compared to US$59.9 million as at 30 June
2009. At 31 December 2009, the Group has outstanding indebtedness of US$348.1 million compared to US$369.8 million as at 30 June 2009.
Of the US$348.1 million of indebtedness, US$126.8 million is repayable within one year with the balance of US$221.3 million having a maturity
of more than one year as presented below:
US$ million
Total 348.1
US$ million
Secured 198.6
Unsecured 149.5
Total 348.1
— Ensuring that appropriate funding strategies are adopted to meet the Group’s short term and long term funding requirements taking into
consideration the cost of funding, gearing levels and cash flow projections of each project and that of the Group;
— Ensuring that appropriate strategies are also adopted to manage related interest and currency risk funding; and
— Ensuring that credit risks on sales to customers on deferred terms are properly managed.
Certain of the foreign exchange gains and losses are attributable to foreign exchange transactions on the US Dollars loan above booked on the
accounts of the New Zealand plantation forest subsidiary, Hikurangi Forest Farms Limited (“HFF”) with outstanding principal amount, including
capitalised interest, as of 31 December 2009 of US$54.8 million. As HFF’s functional currency is the New Zealand dollar, exchange differences on
the value of the HFF’s US Dollars loans are recognised as part of the financial income and expense.
CAPITAL COMMITMENTS
The Group’s total commitments as at 31 December 2009 amounted to US$23.7 million. (Authorised and contracted for amounted to US$1.9
million. Authorised but not contracted for amounted to US$21.8 million.)
CHARGE ON ASSETS
As at 31 December 2009, the Group pledged assets with aggregate carrying value of US$328.0 million (30 June 2009: US$287.2 million) to
secure bank loans facilities of the Group.
CONTINGENT LIABILITIES
As at 31 December 2009, the Group had no material contingent liabilities except as disclosed in note 17 of this report.
On 26 November 2009, the Group completed the acquisition of the additional 7.54% stake in Lingui Developments Berhad (“Lingui”) for a
consideration of US$12.2 million. With this additional stake, the Group now holds 67.23% of the ordinary shares in Lingui.
Other than the above, the Group had no material acquisition or disposal of subsidiaries, associates and jointly controlled entities during the six
months ended 31 December 2009.
EMPLOYEES
As at 31 December 2009, the Group employed a total of 11,822 employees. Employees were remunerated on the basis of their performance,
experience and prevailing industry practices. The Group’s remuneration policies and packages were reviewed on a regular basis. As an incentive
for the employees, bonuses and cash awards may also be given to employees based on individual evaluation.
Pursuant to the written resolutions passed by the shareholders of the Company on 2 February 2007 and the directors on 4 February 2007, the
Company has conditionally adopted a share option scheme. As at 31 December 2009, there were no options granted to any employees.
INTERIM DIVIDEND
The Board does not recommend the payment of interim dividend for the six months ended 31 December 2009. Accordingly, no closure of the
Register of Members of the Company is proposed.
Approximate Percentage of
Interests in Company, Number and Class of Shareholding in Such
Name of Director Subsidiary or Associated Corporation Shares/Equity Interest Held Capacity/Nature of the Interest Long/Short Position Class of Shares
(1)
Chan Hua Eng Lingui Developments Berhad 394,623 ordinary shares Beneficial owner/Interest in a Long 0.06%
(“Lingui”) controlled corporation
Glenealy Plantations (Malaya) Berhad 32,000 ordinary shares(2) Interest in a controlled corporation Long 0.03%
(“Glenealy”)
the Company 4,000,000 ordinary shares(3) Interest in a controlled corporation Long 0.09%
Yaw Chee Ming Yaw Holding Sdn. Bhd. 30,937 ordinary shares Beneficial owner Long 39.60%
(“Yaw Holding”) 2,500 preference shares Beneficial owner Long 50%
Samling Strategic Corporation Sdn. Bhd. 75,000,000 Interest in a controlled corporation Long 100%
(“Samling Strategic”) ordinary shares(4)
1,497,021 redeemable Interest in a controlled corporation Long 100%
preference shares(4)
3,122,467 Class A redeemable Interest in a controlled corporation Long 100%
preference shares(5)
4,102,879 Class B redeemable Interest in a controlled corporation Long 100%
preference shares(5)
100,000 Class C redeemable Interest in a controlled corporation Long 100%
preference shares(6)
950,000 Class D redeemable Interest in a controlled corporation Long 100%
preference shares(5)
the Company 2,340,420,260 Interest in a controlled corporation Long 54.41%
ordinary shares(4), (7)
Lingui 449,307,101 ordinary shares(8) Interest in a controlled corporation Long 68.11%
Glenealy 59,068,522 ordinary shares(8) Interest in a controlled corporation Long 51.77%
Strategic Corporation Sdn. Bhd. 17,040,000 ordinary shares(9) Beneficial owner/Interest in a Long 71%
(“Strategic Corporation”) controlled corporation
TSTC Sdn. Bhd. 6,125,000 ordinary shares(10) Interest in a controlled corporation Long 100%
(“TSTC”)
Cheam Dow Toon Lingui 29,030 ordinary shares Beneficial owner Long 0.01%
Glenealy 14,000 ordinary shares Beneficial owner Long 0.01%
the Company 2,104,000 ordinary shares Beneficial owner Long 0.05%
Tan Li Pin, Richard the Company 1,800,000 ordinary shares(11) Interest in a controlled corporation Long 0.04%
Notes:
(1) (i) Chan Hua Eng is directly interested in 58,333 ordinary shares in Lingui.
(ii) Chan Hua Eng is deemed interested in 336,290 ordinary shares of Lingui since he and his spouse are each interested in 25% of the issued share capital of Tysim Holdings Sdn. Bhd., which
in turn holds 336,290 ordinary shares of Lingui.
(2) Chan Hua Eng is deemed interested in 32,000 ordinary shares of Glenealy since he and his spouse are each interested in 25% of the issued share capital of Tysim Holdings Sdn. Bhd., which in turn
holds 32,000 ordinary shares of Glenealy.
(3) Chan Hua Eng is deemed interested in 4,000,000 ordinary shares of the Company since he is interested in 25% of the issued share capital of Tysim Holdings Limited, which in turn holds 4,000,000
ordinary shares of the Company.
(4) Yaw Chee Ming is interested in approximately 39.60% of the issued share capital of Yaw Holding, which in turn is interested in all the ordinary shares and redeemable preference shares of Samling
Strategic. Yaw Chee Ming is therefore deemed interested in all the shares held by Samling Strategic. Samling Strategic in turn holds 2,320,290,260 ordinary shares of the Company.
(5) Samling Strategic and Yaw Holding hold approximately 45.00% and 25.00% of Perdana Parkcity Sdn. Bhd. (“Perdana Parkcity”), respectively. Yaw Holding holds 100% of Truman Holdings Sdn. Bhd.
(“Truman Holdings”). Accordingly, by virtue of note (4) above, Yaw Chee Ming is deemed interested in the 3,122,467 Class A redeemable preference shares of Samling Strategic held by Yaw Holding
Nominee Sdn. Bhd. (“Yaw Holding Nominee”) in favour of Truman Holdings and 4,102,879 Class B redeemable preference shares of Samling Strategic held by Yaw Holding Nominee in favour of
Perdana Parkcity, and the 950,000 Class D redeemable preference shares of Samling Strategic held by Perdana Parkcity.
(6) Yaw Holding holds 100% of Samling Mewah Sdn. Bhd.. Accordingly, by virtue of note (4) above, Yaw Chee Ming is deemed interested in the 100,000 Class C redeemable preference shares of
Samling Strategic held by Samling Mewah Sdn. Bhd..
(7) Yaw Chee Ming is deemed interested in 20,130,000 ordinary shares of the Company since he is interested in 100% of the issued share capital of Growtrade Investments Limited, which in turn holds
20,130,000 ordinary shares of the Company.
(8) (i) The Company holds 100% of Samling Malaysia Inc, which in turn holds 67.23% of Lingui, which, in turn, holds 36.42% of Glenealy. Yaw Chee Ming is therefore deemed interested in all the
ordinary shares of Lingui held by Samling Malaysia Inc and in all the ordinary shares of Glenealy held by Lingui. Yaw Chee Ming is also deemed interested in 0.88% of Lingui by virtue of
Datuk Yaw Teck Seng’s substantial interest in Plieran Sdn. Bhd; and
(ii) Samling Strategic holds 15.35% of Glenealy. By virtue of note (4) above, Yaw Chee Ming is deemed interested in the 7,520,000 ordinary shares of Glenealy held by Samling Strategic, and
the 10,000,000 ordinary shares of Glenealy held by RHB Capital Nominees (Tempatan) Sdn. Bhd., in favour of Samling Strategic which has been pledged as security for bank borrowings by
Eternal Grand Sdn. Bhd., a wholly-owned subsidiary of Yaw Holding. By virtue of note (8)(i) above, Yaw Chee Ming is also deemed interested in 41,548,522 ordinary shares of Glenealy held
by Lingui.
(9) Samling Strategic holds 71.00% of Strategic Corporation. By virtue of note (4) above, Yaw Chee Ming is deemed interested in the 17,039,998 ordinary shares of Strategic Corporation held by Samling
Strategic. Additionally, Yaw Chee Ming is directly interested in 2 ordinary shares of Strategic Corporation.
(10) (i) Strategic Corporation holds 50.61% of TSTC. By virtue of notes (4) and (9) above, Yaw Chee Ming is deemed interested in the 3,100,000 ordinary shares of TSTC held by Strategic
Corporation; and
(ii) Yaw Chee Ming and his spouse are each interested in 50% of Loyal Avenue (M) Sdn. Bhd., which in turn holds 49.39% of TSTC. Yaw Chee Ming is therefore, deemed interested in the 3,025,000
ordinary shares of TSTC held by Loyal Avenue (M) Sdn. Bhd..
(11) Tan Li Pin, Richard is a director of Pacific Millennium Investment Corporation, which in turn is interested in 1,800,000 ordinary shares of the Company. Tan Li Pin, Richard is therefore deemed
interested in all the ordinary shares in the Company held by Pacific Millennium Investment Corporation.
Save as disclosed above, as at 31 December 2009, none of our Directors or chief executive have any interests or short positions in the shares,
underlying shares or debentures of the Company or its subsidiaries or associated corporations (within the meaning of Part XV of the SFO) which
are required to be notified to the Company and SEHK pursuant to Divisions 7 and 8 of Part XV of the SFO, or required to be recorded pursuant to
section 352 of the SFO, or as otherwise required to be notified to the Company and SEHK pursuant to the Model Code.
Long positions of substantial shareholders who were entitled to exercise or control the exercise of 10% or more of the
voting power at any general meeting of the Company
Number of Approximate
Ordinary Shares of Percentage of
Name Capacity/Nature of Interest US$0.10 each Shareholdings
Datuk Yaw Teck Seng(2) Beneficial owner/Interest of a controlled corporation 2,592,291,280 60.26%
Number of Approximate
Ordinary Shares of Percentage of
Name Capacity/Nature of Interest US$0.10 each Shareholdings
Notes:
(1) Yaw Chee Ming is interested in approximately 39.6% of the issued share capital of Yaw Holding, which owns the entire issued ordinary share capital of Samling Strategic and is deemed interested in
all the shares owned by Samling Strategic. Additionally, he is also interested in 20,130,000 ordinary shares of the Company since he is interested in 100% of the issued share capital of Growtrade
Investments Limited, which in turn holds 20,130,000 ordinary shares of the Company.
(2) Datuk Yaw Teck Seng is interested in approximately 39.6% of the issued share capital of Yaw Holding, which owns the entire issued ordinary share capital of Samling Strategic and is deemed
interested in all the shares owned by Samling Strategic. Datuk Yaw Teck Seng also owns 99.9% of the issued share capital of Samling International Limited (“SIL”) and is deemed interested in
203,764,310 ordinary shares in the Company, representing approximately 4.74% of the Company’s issued share capital, owned by SIL. The 203,764,310 ordinary shares in the Company owned by
SIL have been pledged as security for a term loan facility of US$11,240,000 granted by Maybank International (L) Ltd to Yaw Chee Ming. Datuk Yaw Teck Seng is also directly beneficially interested in
68,236,710 shares in the Company, representing approximately 1.59% of the Company’s issued share capital and such number of shares have been pledged as security for a term loan facility of
US$11,240,000 granted by Maybank International (L) Ltd to Yaw Chee Ming.
(3) Yaw Holding is interested in the entire issued ordinary share capital of Samling Strategic and is deemed interested in all the shares owned by Samling Strategic.
(4) Ahmad Bin Su’ut is interested in 99.998% of the issued share capital of Tapah and is deemed interested in all the shares owned by Tapah.
Save as disclosed above, as at 31 December 2009, no other person has any interests or short positions in the shares and underlying shares of the
Company which are required to be recorded pursuant to section 336 of the SFO.
The Board is pleased to report that the Company has been in full compliance with the code provisions and most of the recommended best
practices in the CG Code throughout the six months period ended 31 December 2009 except for Code Provision A.4.1 in respect of the specific
term of non-executive directors. The Code Provision A.4.1 has been met by the bye-laws requiring that in each annual general meeting of the
Company, one-third of the directors retire from office by rotation so that every director shall be subject to retirement of at least once in every
three years. The detailed biography of such Directors eligible for re-election will be stated in the notice of the general meeting.
The Board recognises the importance of a sound system of internal control and risk management practices, and acknowledges its overall
responsibility for maintaining and reviewing the adequacy and effectiveness of the Group’s system of internal control. Procedures have been
designed for safeguarding shareholders’ investment and assets against unauthorised use or disposition. The Board noted that such a system is
designed to manage rather than eliminate the risk of failure to achieve business objectives and can only provide reasonable, but not absolute
assurance against material misstatement or loss. The Board had received assurance from the Audit Committee that the system of internal control
and internal audit function has been operating effectively during the period. On 15 March 2010, the Audit Committee reviewed the Group’s
unaudited interim financial statements for the six months period ended 31 December 2009 and resolved to submit the interim financial report to
the Board for approval.
The Audit Committee, Remuneration Committee, Nomination Committee and Independent Non-Executive Directors (“INED”) Committee
continued to discharge their duties and responsibilities in accordance with the authorities specified in its terms of reference, which are made
available on the Company’s website at http://www.samling.com.
The Committee have further reviewed the relevant information up to or as at 2 March 2010 and have decided not to exercise any of the
remaining call options granted to the Company under the Call Option Agreements.
NON-COMPETITION AGREEMENT
The INED Committee reviews on a quarterly basis whether or not to pursue or decline any investment or other commercial opportunity relating to
certain defined businesses namely, timber and timber product-related businesses or acquisitions and holdings or dealings in shares of, or interests
in, any company, investment, trust, joint venture or other entity which engages in timber and timber product-related businesses, referred to the
Company by the Controlling Shareholders under the non-competition agreement.
The INED Committee confirms that, having made specific enquiries, the Controlling Shareholders of the Company, confirmed their compliance
with the non-competition agreement entered into between the Company and the Controlling Shareholders.
Our responsibility is to form a conclusion, based on our review, on the interim financial report and to report our conclusion solely to you, as a
body, in accordance with our agreed terms of engagement, and for no other purpose. We do not assume responsibility towards or accept liability
to any other person for the contents of this report.
SCOPE OF REVIEW
We conducted our review in accordance with Hong Kong Standard on Review Engagements 2410, Review of interim financial information
performed by the independent auditor of the entity issued by the Hong Kong Institute of Certified Public Accountants. A review of the interim
financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and
other review procedures. A review is substantially less in scope than an audit conducted in accordance with Hong Kong Standards on Auditing
and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an
audit. Accordingly we do not express an audit opinion.
CONCLUSION
Based on our review, nothing has come to our attention that causes us to believe that the interim financial report as at 31 December 2009 is not
prepared, in all material respects, in accordance with IAS 34.
KPMG
Certified Public Accountants
8th Floor, Prince’s Building
10 Chater Road
Central, Hong Kong
15 March 2010
2009 2008
Note $’000 $’000
Attributable to:
Equity shareholders of the Company 15,885 (22,171)
Minority interests 10,584 (8,082)
2009 2008
$’000 $’000
Attributable to:
Equity shareholders of the Company 30,289 (56,866)
Minority interests 19,094 (28,632)
At At
31 December 30 June
2009 2009
Note $’000 $’000
Non-current assets
Fixed assets, net 10
— Investment properties 15,450 7,525
— Other property, plant and equipment 360,204 370,430
Construction in progress 16,544 15,401
Interest in leasehold land held under operating leases 34,309 34,216
Intangible assets 47,054 50,107
Plantation assets 11 241,775 213,396
Interest in associates 76,862 68,497
Interest in jointly controlled entities 12,162 10,828
Other investment 32 31
Deferred tax assets 2,973 2,789
Current assets
Inventories 12 152,333 135,457
Trade and other receivables 13 108,876 74,105
Current tax recoverable 20,429 20,378
Cash and cash equivalents 14 179,789 240,876
At At
31 December 30 June
2009 2009
Note $’000 $’000
Current liabilities
Bank loans and overdrafts 15 103,456 101,084
Obligations under finance leases 23,296 28,047
Trade and other payables 16 133,665 124,176
Current tax payable 3,263 1,787
Non-current liabilities
Bank loans and overdrafts 15 195,400 206,398
Obligations under finance leases 25,950 34,292
Deferred tax liabilities 56,836 53,008
Currency
Share Share translation Revaluation Other Retained Minority
capital premium reserve reserve reserve profits Total interests Total equity
Note $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000
Balance at 1 July 2008 430,174 261,920 51,616 6,673 (301,079) 148,586 597,890 181,736 779,626
Changes in equity for the six months
ended 31 December 2008:
Consideration for business combination
under merger accounting — — — — (8,600) — (8,600) — (8,600)
Acquisition of subsidiary — — — — — — — 23,335 23,335
Total comprehensive loss for the period — — (34,695) — — (22,171) (56,866) (28,632) (85,498)
Dividends in respect of previous financial year,
approved and paid during the period 8 — — — — — (3,441) (3,441) (1,155) (4,596)
Balance at 31 December 2008 430,174 261,920 16,921 6,673 (309,679) 122,974 528,983 175,284 704,267
Balance at 1 July 2009 430,174 261,920 21,740 6,673 (309,679) 107,698 518,526 176,718 695,244
Changes in equity for the six months
ended 31 December 2009:
Additional investment in a subsidiary — — — — 19,542 — 19,542 (31,727) (12,185)
Total comprehensive income for the period — — 14,404 — — 15,885 30,289 19,094 49,383
Dividends in respect of previous financial year,
approved and paid during the period 8 — — — — — (3,441) (3,441) (2,075) (5,516)
Balance at 31 December 2009 430,174 261,920 36,144 6,673 (290,137) 120,142 564,916 162,010 726,926
2009 2008
Note $’000 $’000
1. BASIS OF PREPARATION
The interim financial report has been prepared in accordance with the applicable disclosure provisions of the Rules Governing the Listing of
Securities on The Stock Exchange of Hong Kong Limited, including compliance with International Accounting Standard (“IAS”) 34, Interim
financial reporting , promulgated the International Accounting Standards Board (“IASB”). It was authorised for issuance on 15 March 2010.
The interim financial report has been prepared in accordance with the same accounting policies adopted in the 2009 annual financial
statements, except for the accounting policy changes that are expected to be reflected in the 2010 annual financial statements. Details of
these changes in accounting policies are set out in note 2.
The preparation of an interim financial report in conformity with IAS 34 requires management to make judgements, estimates and
assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses on a year to date
basis. Actual results may differ from these estimates.
This interim financial report contains condensed consolidated financial statements and selected explanatory notes. The notes include an
explanation of events and transactions that are significant to an understanding of the changes in financial position and performance of the
Group since the 2009 annual financial statements. The condensed consolidated interim financial statements and notes thereon do not
include all of the information required for full set of financial statements prepared in accordance with International Financial Reporting
Standards (“IFRSs”) promulgated by the IASB. IFRSs include all applicable IFRS, IAS and related interpretations.
The interim financial report is unaudited, but has been reviewed by KPMG in accordance with Hong Kong Standard on Review
Engagements 2410, Review of interim financial information performed by the independent auditor of the entity , issued by the Hong Kong
Institute of Certified Public Accountants. KPMG’s independent review report to the Board of Directors is included on page 20.
The amendments to IAS 23 and IFRS 3 have had no material impact on the Group’s financial statements as the amendments were
consistent with policies already adopted by the Group. The impact of the remainder of these developments on the interim financial report is
as follows:
• IFRS 8 requires segment disclosure to be based on the way that the group’s chief operating decision maker regards and manages
the group, with the amounts reported for each reportable segment being the measures reported to the group’s chief operating
decision maker for the purposes of assessing segment performance and making decisions about operating matters. This contrasts
with the presentation of segment information in prior years which was based on a disaggregation of the group’s financial statements
into segments based on related products and services and on geographical areas. The adoption of IFRS 8 has resulted in the
presentation of segment information in a manner that is more consistent with internal reporting provided to the Group’s most senior
executive management. Corresponding amounts have been provided on a basis consistent with the revised segment information.
• The amendments to IAS 27 dealt with how to measure and recognise all further acquisitions of interest (i.e. transactions which
reduce the minority interests) after control is obtained. Such acquisitions should be accounted for as equity transactions and hence
no gain or loss from these changes should be recognised in the consolidated income statement and no change in the carrying
amounts of the subsidiary‘s assets (including goodwill) or liabilities should be recognised.
3. SEGMENT REPORTING
The Group manages its business by divisions, which are organised by business line. On first time adoption of IFRS 8, Operating segments
and in a manner consistent with the way in which information is reported internally to the Group’s most senior executive management for
the purposes of resource allocation and performance assessment, the Group has identified the following six reportable segments.
Logs Hardwood This segment primarily derives its revenue from the sale of timber logs to external customers and Group companies.
Hardwood logs are either harvested from the Group’s forest concessions or tree plantations areas primarily located
in Malaysia, Guyana and the People’s Republic of China (“PRC”).
Softwood This segment primarily derives its revenue from the sale of timber logs to external customers. Softwood logs are
harvested from the Group’s tree plantation areas located in New Zealand.
Plywood and veneer This segment derives its revenue from the sale of plywood and veneer. These products are manufactured by the
Group’s manufacturing facilities primarily located near its forest concessions or tree plantation areas in Malaysia
and Guyana.
Flooring products This segment manufactured flooring products through the Group’s manufacturing facilities primarily located in the
PRC for sale primarily to external customers.
Upstream support This segment provides supporting services such as tree-felling, barging, repairs and re-conditioning of equipment
and machineries primarily to Group companies.
Other operations This segment derives its revenue from the sale of timber related products (i.e. chipboard, door facings, doors,
housing product and sawn timber), granite aggregates, rubber compound, glue, oil palm products, provision of
logistic services, provision of electricity supply and leasing of properties.
Segment assets include all tangible, intangible assets and current assets with the exception of interests in associates and jointly
controlled entities, current tax recoverable, deferred tax assets and other corporate assets. Segment liabilities include provision for
product warranties, trade creditors, accruals and bills payable attributable to the manufacturing and sales activities of the individual
segments.
Information regarding the Group’s reportable segments as provided to the Group’s most senior executive management for the
purposes of resource allocation and assessment of segment performance for the period is set out below.
Revenue from external customers 70,740 15,211 85,951 84,373 20,661 24,894 53,107 268,986
Inter-segment revenue 32,991 68 33,059 11,633 82,350 1,278 3,197 131,517
Reportable segment
revenue 103,731 15,279 119,010 96,006 103,011 26,172 56,304 400,503
Reportable segment profit 8,806 3,058 11,864 (4,483) 5,434 4,889 (2,482) 15,222
Reportable segment assets 84,812 268,880 353,692 314,303 136,416 90,216 117,422 1,012,049
Investment in associates and
jointly controlled entities — — — — — — 89,024 89,024
Additions to non-current
segment assets during the
period 4,684 7,085 11,769 5,820 776 1,191 9,295 28,851
Reportable segment
liabilities 9,827 6,535 16,362 29,150 60,043 4,571 23,539 133,665
Revenue from external customers 72,682 13,872 86,554 125,639 3,672 15,859 43,877 275,601
Inter-segment revenue 37,525 — 37,525 10,469 79,819 — 2,933 130,746
Reportable segment
revenue 110,207 13,872 124,079 136,108 83,491 15,859 46,810 406,347
Reportable segment profit 18,634 2,743 21,377 (5,700) (10,593) 2,974 (3,608) 4,450
Reportable segment assets 77,848 242,034 319,882 285,635 144,313 88,854 106,882 945,566
Investment in associates and
jointly controlled entities — — — — — — 79,325 79,325
Additions to non-current
segment assets during the
period 3,662 7,972 11,634 3,507 7,807 1,016 2,366 26,330
Reportable segment
liabilities 9,757 8,446 18,203 26,491 47,124 2,368 29,990 124,176
(b) Reconciliations of reportable segment revenue, profit or loss, assets and liabilities
2009 2008
Revenue $’000 $’000
Profit
Reportable segment profit 15,222 4,450
Share of profits less losses of associates 7,154 (8,574)
Share of profits less losses of jointly controlled entities 1,027 (286)
Net financing income/(costs) 7,176 (19,565)
At 31 December At 30 June
2009 2009
$’000 $’000
Assets
Reportable segment assets 1,012,049 945,566
Interest in associates and jointly controlled entities 89,024 79,325
Current tax recoverable 20,429 20,378
Deferred tax assets 2,973 2,789
Unallocated head office and corporate assets 144,317 195,978
Liabilities
Reportable segment liabilities 133,665 124,176
Current tax payable 3,263 1,787
Deferred tax liabilities 56,836 53,008
Borrowings 348,102 369,821
4. TURNOVER
Turnover mainly represents the sales value of goods supplied to customers less returns and discounts and income from provision of timber
extraction, river transportation and repairs and re-conditioning of equipment and machinery services. The amount of each significant
category of revenue recognised in turnover during the period is as follows:
2009 2008
$’000 $’000
268,986 275,601
2009 2008
$’000 $’000
(10,528) (11,601)
Less: Borrowing costs capitalised into plantation assets (note 11) 3,490 4,135
7,176 (19,565)
Borrowing costs have been capitalised at a rate of 3.67% to 7.31% (2008: 5.29% to 7.31%) per annum.
2009 2008
$’000 $’000
30,840 31,481
Amortisation of leasehold land held under operating leases 555 479
Amortisation of intangible assets 3,789 2,527
Impairment loss on fixed assets — 2,896
Write-down of inventories 259 1,596
7. INCOME TAX
2009 2008
$’000 $’000
Current tax
Provision for the year 3,233 4,853
Under/(over)-provision in respect of prior years 534 (83)
3,767 4,770
Deferred tax
Origination and reversal of temporary differences 343 1,508
4,110 6,278
Notes:
(a) Pursuant to the rules and regulations of Bermuda and the British Virgin Islands (“BVI”), the Group is not subject to any income tax in Bermuda and the BVI.
(b) No provision for Hong Kong Profits Tax has been made as the Group did not earn any income subject to Hong Kong Profits Tax during the six months ended 31
December 2008 and 2009.
(c) The subsidiaries in Malaysia are liable to Malaysian income tax at a rate of 25%.
(d) The subsidiaries in Guyana are liable to Guyana income tax at a rate of 45%. One of the subsidiaries of the Group in Guyana was granted a tax holiday period for five
years by the Ministry of Finance of Guyana from March 2005. No provision for Guyana income tax has been made as the subsidiaries either sustained a loss for tax
purposes or were exempted from income tax during the six months ended 31 December 2008 and 2009.
(e) The subsidiaries in New Zealand are liable to New Zealand income tax at a rate of 30%.
(f) The subsidiary in Australia is liable to Australian income tax at a rate of 30%.
(g) According to the Corporate Income Tax Law (“New Tax Law”) of the People’s Republic of China (“PRC”) which took effect on 1 January 2008, the standard PRC
income tax rate was changed from 33% to 25%.
Foothill LVL & Plywood (Cangshan) Co., Ltd. and Riverside Plywood Corporation are subject to the standard PRC income tax rate of 25%.
Baroque Timber (Zhongshan) Co., Ltd. (“Baroque ZS”) and Baroque Timber Industry (Tianjin) Co., Ltd. (“Baroque TJ”) were fully exempted from PRC enterprise income
tax from 1 January 2008 to 31 December 2009 and subject to a preferential tax rate of 11%, 12% and 12.5% for each of the years ending 31 December 2010, 2011
and 2012 respectively. From 1 January 2013 onwards, Baroque ZS and Baroque TJ are subject to the standard PRC income tax rate of 25%.
Pursuant to section 86(4) of the New Tax Law, Anhui Tongling Anlin Wood Plantation Co., Ltd. is fully exempted from PRC enterprise income tax.
8. DIVIDENDS
The Directors do not recommend the payment of any interim dividend for the six months ended 31 December 2009 (six months ended 31
December 2008 : $NIL).
Dividends payable to equity shareholders attributable to the previous financial year, approved and paid during the
interim period:
2009 2008
$’000 $’000
Final dividend in respect of the previous financial year, approved and paid during
the following interim period of 0.080 US cents per share (six months ended
31 December 2008: 0.080 US cents) 3,441 3,441
There were no dilutive potential ordinary shares during the six months ended 31 December 2008 and 2009. Diluted earnings per share is
the same as the basic earnings per share.
(b) Certain interests in leasehold land held under operating leases, buildings, plant and machinery and equipment are pledged to banks
for certain banking facilities granted to the Group as disclosed in note 15.
A significant portion of trees in New Zealand are planted on freehold forest and a small portion on leasehold forest with 79 years term,
expiring in 2060. The Group has been granted 7 (2008: 7) forest plantation licences for a gross area of approximately 458,000 (2008:
458,000) hectares in Malaysia. The licences are for 60 years, the earliest of which expires in December 2058. The Group was granted the
plantation rights to a total land area of 3,079 hectares in PRC.
The Group’s plantation assets in Malaysia and the PRC were independently valued by Pöyry Forest Industry Pte Ltd (“Pöyry”) while the
plantation assets in New Zealand were independently valued by Chandler Fraser Keating Limited (“CFK”). In view of the non-availability of
market value for trees plantation in New Zealand, Malaysia and the PRC, both Pöyry and CFK have applied the net present value approach
whereby projected future net cash flows, based on their assessments of current timber log prices, were discounted at the rate of 10.2%
(2008: 10.2%) for plantation assets in Malaysia, 10% (2008: 10%) for plantation assets in the PRC and 7.25% (2008: 7.25%) for
plantation assets in New Zealand for the year applied to pre-tax cash flows to provide a current market value of the plantation assets.
The discount rate used in the valuation of the plantation assets in New Zealand as at each balance sheet date was determined by reference
to published discount rates, weighted average cost of capital analysis, internal rate of return analysis, surveyed opinion of forest valuers
practice and the implied discount rate of forest sales transactions mainly in New Zealand over a period of time, with more weight given to
the implied discount rate. In the absence of forest sales transactions in Malaysia, the discount rate used in Malaysia was based on the
weighted average cost of capital which recognises the weighted average cost of debt funded capital and equity capital. The discount rate
used in the valuation of the plantation assets in the PRC was based on an average discount rate used by plantation assets in Asia-Pacific
region.
— A stand-based approach was employed whereby stands are scheduled to be harvested at or near their optimum economic rotation
age.
— The cash flows are those arising from the current rotation of trees only. No account was taken of revenues or costs from re-
establishment following harvest, or of land not yet planted.
— The cash flows do not take into account income tax and finance costs.
— The cash flows have been prepared in real terms and have not therefore included inflationary effects.
— The impact of any planned future activity of the business that may impact the pricing of the logs harvested from the forest is not
taken into account.
— Costs are current average costs. No allowance has been made for costs improvements in future operations.
Certain plantation assets are pledged to banks for certain banking facilities granted to the Group as disclosed in note 15.
12. INVENTORIES
(a) Inventories in the balance sheet comprise:
At 31 December At 30 June
2009 2009
$’000 $’000
152,333 135,457
2009 2008
$’000 $’000
236,503 251,925
At 31 December At 30 June
2009 2009
$’000 $’000
108,876 74,105
Included in the Group’s trade receivables are amounts due from related parties of $6,759,000 and $7,799,000 as at 31 December 2009
and 30 June 2009 respectively.
The Group normally allows a credit period ranging from 30 days to 90 days to its customers.
At 31 December At 30 June
2009 2009
$’000 $’000
58,917 44,561
At 31 December 2009, the Group’s trade receivables of $2,354,000 (30 June 2009: $13,540,000) were individually determined to be
impaired. The individually impaired receivables related to customers that were in financial difficulties and management assessed that only a
portion of the receivables is expected to be recovered. Consequently, specific allowances for doubtful debts of $1,961,000 (30 June 2009:
$12,561,000) were recognised. The Group does not hold any collateral over these balances.
At 31 December At 30 June
2009 2009
$’000 $’000
58,524 43,582
Receivables that were neither past due nor impaired relate to a wide range of customers for whom there was no recent history of default.
Receivables that were past due but not impaired relate to a number of independent customers that have a good track record with the
Group. Based on past experience, management believes that no impairment allowance is necessary in respect of these balances as there
has not been a significant change in credit quality and the balances are still considered fully recoverable. The Group does not hold any
collateral over these balances.
At 31 December At 30 June
2009 2009
$’000 $’000
Cash and cash equivalents in the cash flow statement 128,134 191,250
At 31 December At 30 June
2009 2009
$’000 $’000
195,400 206,398
298,856 307,482
At 31 December At 30 June
2009 2009
$’000 $’000
13,131 19,990
Bank loans
— unsecured 142,825 139,227
— secured 142,900 148,265
285,725 287,492
298,856 307,482
At 31 December At 30 June
2009 2009
$’000 $’000
327,975 287,193
A bank loan amounting to $50,000,000 as at 31 December 2009 (30 June 2009: $50,000,000) of the Group was secured by the Group‘s
investment in Lingui Developments Berhad.
133,665 124,176
Included in the Group‘s trade payables are amounts due to related parties of $6,784,000 and $6,694,000 as at 31 December 2009 and
30 June 2009 respectively.
At 31 December At 30 June
2009 2009
$’000 $’000
71,831 57,204
(b) Two of the Company’s subsidiaries, Samling Plywood (Lawas) Sdn. Bhd. (“Samling Plywood”) and Samling Reforestation
(Bintulu) Sdn. Bhd. (“Samling Reforestation”) have been served with the following two writs of summons on 15 December
2009:
• Samling Plywood and Samling Reforestation together with the Director of Forests, Sarawak and State of Government of
Sarawak are jointly named as defendants by certain families of the village communities of Long Pakan and Long Lilim
and all residents proprietors, occupiers, holders and claimants of native customary rights land at and around Long
Pakan and Long Lilim, Baram, Sarawak as the plaintiffs (collectively, “Plaintiff A”). Plaintiff A are claiming for various
orders, reliefs and damages including declarations that issuance of the timber licence and licence for planted forests by
the Director of Forests, Sarawak to Samling Plywood and Samling Reforestation respectively which overlap Plaintiff A’s
claimed areas are unlawful, unconstitutional, null and void.
• Samling Plywood together with the Director of Forests, Sarawak and State of Government of Sarawak are jointly named
as defendants by certain families of the village communities of Ba Abang, Long Item and Long Kawi and all residents
proprietors, occupiers, holders and claimants of native customary rights land at and around Kampung Ba Abang, Long
Item and Long Kawi, Baram, Sarawak as the plaintiffs (collectively, “Plaintiff B”). Plaintiff B are claiming for various
orders, reliefs and damages including declarations that issuance of the timber licence by the Director of Forests, Sarawak
to Samling Plywood which overlap Plaintiff B’s claimed areas are unlawful, unconstitutional, null and void.
The timber licence and the licence for planted forest held by Samling Plywood and Samling Reforestation respectively have
been issued by governmental authorities in Sarawak. The Company will contest the legal suits brought against Samling
Plywood and Samling Reforestation.
At 31 December At 30 June
2009 2009
$’000 $’000
Yaw Holding Sdn. Bhd. (“Yaw Holding”), its subsidiaries and Yaw Holding is the ultimate controlling party of the Company
associates (“Yaw Holding Group”)
Glenealy Plantations (Malaya) Berhad (“Glenealy”) and Glenealy is an associate of the Group
its subsidiaries (“Glenealy Group”)
Sepangar Chemical Industry Sdn. Bhd. (“Sepangar”) Sepangar is an associate of the Group
Magna-Foremost Sdn. Bhd. (“Magna-Foremost”) Magna-Foremost is a jointly controlled entity of the Group
Foremost Crest Sdn. Bhd. (“Foremost Crest”) Foremost Crest is a jointly controlled entity of the Group
Samling International Limited (“SIL”) and SIL is controlled by the father of Mr. Yaw Chee Ming,
its subsidiaries (“SIL Group”) a controlling shareholder and director of the Company
Perkapalan Damai Timur Sdn. Bhd. (“PDT”) PDT is a major shareholder of the Company, and is controlled by
Tuan Haji Wan Morshidi bin Tuanku Abdul Rahman
Arif Hemat Sdn. Bhd. (“Arif Hemat”) Arif Hemat is controlled by Tuan Haji Wan Morshidi bin
Tuanku Abdul Rahman
3D Networks Sdn. Bhd. (“3D Networks”) 3D Networks is controlled by Mr. Yaw Chee Ming
Hap Seng Auto Sdn. Bhd. (“Hap Seng Auto”) Hap Seng Auto is controlled by the father-in-law of Mr. Yaw Chee Ming
Sojitz Building Material Corporation (“Sojitz Building”) Sojitz Building is a subsidiary of Sojitz Corporation, a major shareholder
of Samling Housing Products Sdn. Bhd., a subsidiary of the Group
Pi Zhou Yanglin Woodware Co., Ltd. (“Pi Zhou Yanglin”) and Pi Zhou Yanglin and Pacific Plywood are controlled by Mr. Chia Ti Lin,
Pacific Plywood Co., Ltd. (“Pacific Plywood”) Colin, a senior management of the Group
Particulars of significant transactions between the Group and the above related parties during the six months ended 31 December 2009
and 2008 are as follows:
2009 2008
$’000 $’000
14,544 14,399
316 275
2009 2008
$’000 $’000
135 152
8,638 13,460
146 3,967
The Directors of the Company are of the opinion that the above related party transactions were conducted on normal terms and were
priced with reference to prevailing market prices, and in the ordinary course of business.
STAYING
AHEAD
WITH FOCUS AND OPTIMISM
以專注及積極態度
維持領先優勢
INTERIM REPORT
中期報告
* for identification purposes only
僅供識別 2009/10