haw par corporation limited

Haw Par Corporation Limited2001 Annual Report

Haw

Par Co

rpo

ration

Limited

An

nual R

epo

rt 2001

Contents1 Corporate Profile

2 Chairman’s Statement

4 Board of Directors

5 Corporate Data

6 Group Financial Highlights & Charts

8 Five-Year Group Statistical Record & Charts

10 Financial Calendar

11 Group Companies

12 Operations Review

21 Financial Review

26 Share Price & Trading Volume

27 Corporate Governance

28 Statutory Reports & Financial Statements

74 Information on Shareholdings

75 Management Listing

77 Group Offices

79 Additional Information

81 Notice of Annual General Meeting

83 Proxy Form

1Haw Par Corporation Limited

Corporate Profile �� !

Haw Par Corporation Limited has been listed on the Singapore Exchange Limited since 1969. It is an

associated company of United Overseas Bank Limited.

The Group’s business operations are located in the ASEAN region and China. Its core business of

healthcare and leisure products promotes healthy lifestyles through health products, dietary supplements,

pharmaceuticals, and location-based recreational centres such as oceanariums and bowling centres.

Haw Par’s renowned ointment Tiger Balm and product extensions like Tiger Balm Soft, Tiger Medicated

Plaster, Tiger Muscle Rub and Tiger Mosquito Repellent are manufactured and marketed through

Haw Par Healthcare Limited, a listed subsidiary. These products are used throughout the world

to invigorate the body as well as to soothe away aches and pains.

Besides healthcare and leisure products, the Group has interests in investment properties and manages

its own portfolio of long-term and short-term investments in securities.

The Group’s primary corporate strategy is to expand its core healthcare and leisure businesses in

the growth economies of the world, building where possible synergies between its healthcare and

leisure sectors to cater to healthy lifestyles.

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2 Haw Par Corporation Limited

Group PerformanceGroup earnings for the year rose 24% over those for the previous year to $31.4m while turnover fell 20% to$126.3m as a result of divestment of certain unprofitable subsidiaries.

Healthcare's turnover and earnings increased slightly despite weaker global demand while the profit of the leisureoperation declined marginally. Property income was also lower. Investment income declined with no special dividendreceived for the year as against $16.0m in the previous year but this was partly offset by lower borrowing costs.

Exceptional losses were much lower than those for the previous year when the Group provided for a $13.6mdiminution in value of its long term investment in Camerlin (BVI).

DividendsThe Directors recommend the payment of a second and final dividend of 10 cents (10%) per ordinary shareless Singapore income tax of 24.5% for the financial year ended 31 December 2001.

Together with the first and interim dividend of 5 cents (5%) per ordinary share less tax of 24.5% paid inAugust 2001, the total dividend for financial year 2001 would be 15 cents (2000: 15 cents).

Group Operating HighlightsHaw Par Healthcare widened its product offerings through the launch of several new products, in particularKwan Loong Refresher, Tiger Mosquito Repellent and Tiger Bath Salt, in various markets.

Underwater World Singapore became the first oceanarium in the world to display transgenic fishes, a revolutionin life sciences. It was also the first outside Japan to launch a night aquarium. The Group is currently developinga modern aquarium attraction in Pattaya, Thailand.

The Group sold its wholly-owned subsidiaries dealing in golf-related products in Australia and New Zealand,for $3.0m resulting in an exceptional loss of $1.1m.

ProspectsProspects are affected by continuing weak demand in most markets. Healthcare expects to improve profits slightly withhelp from a wider range of new products. The profit of the leisure operation may show a further decline unless thereis an early turnaround in the current world recession, which has lowered visitorship at Underwater World Singapore.

With further cost reductions and in the absence of a worsening of the current economic slowdown, the Group shouldattain a slight profit improvement this year over last year.

AcknowledgementOn behalf of the Board, I wish to express my appreciation to management and staff for their dedicated effortsin helping to achieve the creditable results for 2001. My appreciation also goes to fellow Directors for theirwise counsel and invaluable guidance during the year.

Wee Cho YawChairman

Chairman’s Statement �� !

Group earnings for the year rose

24% over those for the previous year

to $31.4m while turnover fell 20%

to $126.3m as a result of divestment

of certain unprofitable subsidiaries.


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Board Of Directors

From Left to Right

Lee Suan YewAudit Committee Member

Nominating Committee Member

Chng Hwee HongExecutive Director &

Chief Operating Officer

Hwang Soo JinAudit Committee Chairman

Remuneration Committee Member

Hong HaiPresident & Chief Executive Officer

Wee Cho YawChairman

Wee Ee LimDeputy President

Sat Pal KhattarNominating Committee Chairman

Remuneration Committee Chairman

Lim Kee Ming


Directors

Wee Cho YawChairman


Wee Ee LimDeputy President

Chng Hwee HongExecutive Director & Chief Operating Officer

Hwang Soo Jin

Lee Suan Yew

Lim Kee Ming

Sat Pal Khattar

Audit Committee

Hwang Soo JinChairman

Lee Suan Yew

Hong Hai

Investment Committee

Wee Cho YawChairman

Hong Hai

Wee Ee Lim

Chng Hwee Hong

Nominating Committee

Sat Pal KhattarChairman

Wee Cho Yaw

Lee Suan Yew

Remuneration Committee

Sat Pal KhattarChairman

Wee Cho Yaw

Hwang Soo Jin

Company Secretary

Ong Sian Hin

Corporate Data

Auditors

Ernst & YoungKevin Kwok KhienAudit Partner-in-charge

Bankers

Standard Chartered Bank Limited

The Hong Kong & Shanghai BankingCorporation Limited

United Overseas Bank Limited

Registrar

Lim Associates (Pte) Ltd10 Collyer Quay#19-08 Ocean BuildingSingapore 049315

Registered Office

178 Clemenceau Avenue#08-00 Haw Par Glass TowerSingapore 239926Telephone : 6337 9102Facsimile : 6336 9232


Group Financial Highlights

2001 2000 % Increase/$’000 $’000 (Decrease)

Results ($’000)

Group turnover:

1st half 62,664 81,451 (23.1)

2nd half 63,599 76,669 (17.0)

126,263 158,120 (20.1)

Profit before exceptional items:

1st half 26,460 35,335 (25.1)

2nd half 22,417 19,480 15.1

48,877 54,815 (10.8)

Profit before taxation:

1st half 25,851 35,450 (27.1)

2nd half 21,294 6,541 225.5

47,145 41,991 12.3

Earnings for the year:

1st half 16,003 27,517 (41.8)

2nd half 15,396 (2,148) 816.8

31,399 25,369 23.8

Balance sheet ($’000)

Shareholders’ funds 589,236 561,228 5.0

Borrowings 162,994 209,819 (22.3)

Debt/Equity (%) 27.7 37.4 (25.9)

Per share

Earnings (cents) 15.8 13.4 17.9

Dividend declared, net (cents) 11.3 11.3 –

Dividend cover (times) 1.4 1.2 16.7

Net tangible assets per share ($) 2.85 2.95 (3.4)

Employees

Number of employees 491 577 (14.9)

Group turnover per employee ($’000) 257 274 (6.2)

Pre-tax profit per employee ($’000) 96 73 31.5


Group Financial Highlights

Group Turnover (by Markets)

Europe (4.9%)

Singapore (41.1%)

Australasia (8.3%) America (7.2%)

Africa & Middle East (5.0%)

Asia (33.5%)

Assets Employed (by Business Segment)

Healthcare (13.5%)Investments (53.9%)

Others (1.3%) Property (21.3%)

Leisure (10.0%)

Profit Contribution (by Business Segment)

Healthcare (30.5%)Investments (40.6%)

Property (11.7%) Leisure (17.2%)


Five-Year Group Statistical Record

2001 2000 1999 1998 1997

Results ($’000)

Group turnover 126,263 158,120 168,027 170,854 182,500

Profit from operations after interest 48,971 54,172 56,015 30,986 37,112

Associates’ contribution (94) 643 991 441 8,757

Profit before exceptional items 48,877 54,815 57,006 31,427 45,869

Exceptional items (1,732) (12,824) (10,965) (287) 15,262

Profit before taxation 47,145 41,991 46,041 31,140 61,131

Profit after taxation 33,920 28,348 29,657 18,361 41,544

Earnings for the year 31,399 25,369 26,842 11,292 34,328

Per share

Earnings (cents) 15.8 13.4 14.3 6.0 18.5

Dividend declared, net (cents) 11.3 11.3 11.1 8.1 8.1

Dividend cover (times) 1.4 1.2 1.3 0.7 2.3

Balance sheet ($’000)

Shareholders’ funds 589,236 561,228 540,045 543,885 642,349

Minority interests 28,836 27,511 25,697 54,561 47,916

618,072 588,739 565,742 598,446 690,265

Property, plant and equipment 30,755 31,666 38,676 37,406 42,754

Investment properties 171,348 184,294 170,828 186,622 316,640

Associated companies 5,707 5,794 7,237 7,194 101,325

Long term investments 346,553 329,340 358,453 357,059 307,511

Intangible assets 952 850 1,043 1,275 234

Net current assets 65,886 39,248 87,654 105,957 24,577

Long term liabilities (3,129) (2,453) (98,149) (97,067) (102,776)

618,072 588,739 565,742 598,446 690,265

Statistics

Pre-tax return on shareholders’ funds (%) 8.0 7.5 8.5 5.7 9.5Net tangible assets per share ($) 2.85 2.95 2.85 2.89 3.43Debt/Equity (%) 27.7 37.4 39.6 41.3 48.7Number of shareholders 8,532 8,780 9,405 9,770 9,722

Employees

Number of employees 491 577 691 713 719Group turnover per employee ($’000) 257 274 243 240 254Pre-tax profit per employee ($’000) 96 73 67 44 85

Certain comparative figures have been restated to take into account the requirements of the new/revised Statements of AccountingStandard effective in 2001. The details of the changes in accounting policies are disclosed in page 42 of the financial statements.


Charts

Earnings and Gross Dividends

Net Tangible Assets (“NTA”) per share

Note: NTA per share (market value) includes the market value of the Group’s investments and properties.NTA per share (book value) includes the book value of the Group’s properties, which are revalued annually since 1995.

Earnings($m)

Gross Dividends per share

1996 1997 1998 1999 2000 2001

Earnings

15.0

25.0

5.0

0

10.0

20.0

30.0

35.0

40.0

Gross Dividends per share(cents)

15.0

25.0

5.0

0

10.0

20.0

30.0

35.0

40.0

0

1.00

2.00

3.00

4.00

5.00

6.00

7.00

$

NTA per share (market value)

NTA per share (book value)

1996 1997 1998 1999 2000 2001


Financial Calendar

2002 Financial Calendar

6 March Announcement of 2001 final results

29 April Despatch of 2001 Annual Report

22 May Extraordinary General Meeting/33rd Annual General Meeting

30 May to 31 May Proposed books closure dates (for second and final dividend entitlement)

14 June Proposed payment of second and final dividend

31 July Announcement of 2002 interim results

31 December Financial year-end


Group Companies

Core Operations Property & Investments Others

Healthcare

Haw Par Healthcare Limited

Drug Houses of Australia (Asia)Pte Ltd

Tiger Balm (Malaysia) Sdn. Bhd.

Haw Par Tiger Balm (Philippines), Inc

Tiger Medicals (Taiwan) Ltd

Xiamen Tiger Medicals Co., Ltd

PT Haw Par Healthcare Indonesia

Haw Par Elder (India) Private Limited

Haw Par Tiger Balm (Thailand)Limited

Tiger Balm Kabushiki Kaisha

Leisure

Haw Par Leisure Pte Ltd

Underwater World Singapore Pte Ltd

Underwater World Pattaya Ltd

Haw Par Recreation (Malaysia)Sdn Bhd

Property

Haw Par Properties (Singapore)Private Limited

Haw Par Centre Private Limited

Setron Limited

Haw Par Land (Malaysia) Sdn. Bhd.

Investments

Haw Par Investment HoldingsPrivate Limited

Straits Maritime LeasingPrivate Limited

Pickwick Securities Private Limited

Haw Par Equities Pte Ltd

Haw Par Trading Pte Ltd

M&G Maritime Services Pte. Ltd.

Haw Par Capital Pte Ltd

Haw Par Securities (Private) Limited

Haw Par International Limited

Principal Subsidiaries of Haw Par Corporation

Scott & English Limited

UIC Technologies Pte Ltd(associated company)


Operations Review

Healthcare 13

Leisure 16

Property 18

Investments & Others 19

People & The Community 20


Healthcare �� !

Tiger Brand ProductsIn line with the company’s strategy to widen its product portfolio, three new products were launched in Asia,namely Kwan Loong Refresher, Tiger Mosquito Repellent and Tiger Bath Salt.

Kwan Loong Refresher was launched in Singapore and Hong Kong in September 2001. This product comeswith a roller-ball applicator and a unique blend of essential oil. The product keeps consumers refreshed and istargeted at consumers in a busy environment.

Tiger Mosquito Repellent uses natural ingredients to repel insects as well as relieve itch. It provides a goodalternative for consumers who do not wish to be exposed to synthetic material/substances like DEET. Thisproduct was launched in Singapore in October 2001.

Tiger Bath Salt, launched in China and Taiwan in 2001, contains extracts of Chinese herbal ingredients blendedwith essential oils such as lavender and chamomile for relieving stress and tiredness and helping to induce sleep.

Supported by strong television advertising, Tiger Medicated Plaster received encouraging response fromconsumers in Greece. This product is also popular in Germany. It has been introduced into Switzerland and willbe launched in the United Kingdom in the second half of 2002.

Healthcare �� !

• Tiger Mosquito Repellent • Kwan Loong Refresher • Tiger Bath Salt


Healthcare �� !

In Holland we are finalising plans to launch Tiger Muscle Spray which would appeal to young and outgoingconsumers.

The new Tiger Balm Arthritis Rub, a cream product containing glucosamine, chondroitin and MSM was launchedin the USA market in the first quarter of 2002.

For the Indian market, plans have been finalised to launch Tiger Throat Drops in 2002.

Ethical Pharmaceutical ProductsDrug Houses of Australia (Asia) Pte Ltd (“DHA”), a wholly-owned subsidiary of Haw Par Healthcare, is a leadingname among Singapore’s manufacturers of generic pharmaceutical products. DHA maintains its leadershipposition in the manufacture and distribution of generic pharmaceutical products in Singapore.

Over 30% of DHA’s sales are exported to overseas markets, mainly to Hong Kong and Malaysia. DHA plans toexpand and strengthen its contract manufacturing services and continues to source for good products to supplementits product range.

In 2001, besides launching five new products, we introduced six new packaging presentations for our existingcream products. In addition, our R&D department is planning to submit four to six new items for product registrationby 2002.

DHA conducts regular training for both the Singapore and Malaysia sales teams as well as for its factory personnel.Staff turnover has also been kept to minimum. DHA continues to update its manufacturing standards to meetthe exacting demands of the various markets and health authorities.

• Tablets under the DHA brand


• Tiger Medicated Plaster

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Healthcare �� !

• Computerised checking of product labelling


Leisure ��

Leisure ��

• Up close and personal with our pink dolphins

Haw Par Leisure Pte Ltd (“HPL”) develops and manages location-based entertainment centres and oceanariums.The company’s strategy for growth is to expand its oceanarium business in Asia.

OceanariumsYear 2001 marked another important milestone for Underwater World Singapore (“UWS”) as we celebrated our10th Anniversary. One of the main highlights in 2001 was the launch of the Transgenic Fish and Jellyfish Exhibitionat UWS in May 2001. UWS became the first aquarium in the world to display transgenic fish. The world-firsttransgenic fish represented a revolution in life sciences when a group of researchers at the Department of BiologicalSciences, National University of Singapore, discovered how to transfer special fluorescent genes into the freshwaterZebrafish, thus enabling them to have the ability to glow. This exhibit also featured many types of jellyfish includingthe Moon Jelly, Sea Nettle, Upside-down Jellyfish and the Lion’s Mane.

In November 2001, UWS became the only oceanarium in the world, outside Japan, to launch a night aquarium –Night Ocean. In this exotic night aquarium, visitors were able to explore the wonders of the ocean after the sun setbeneath the horizon, and to appreciate the fascinating fluorescent corals that glow in the dark. On display is theOstracods, also known as Sea Fireflies, that have the ability to give out a luminous blue light to distract their enemies.

As part of UWS’s 10th Anniversary celebrations, local visitors were given an attractive discount off the normaladmission fees to the oceanarium during the year-end school holidays season. A host of activities was also stagedto entertain the young and the old.

UWS has also stepped up its efforts in marine conservation and education. In September 2001, a batch ofHawksbill turtles rescued on Jurong Island was returned to the original place where they were first found.This rehabilitation programme of marine turtles is very crucial in saving the many endangered species of sea turtles.

Dolphin LagoonSince opening in March 2000, our pink dolphins at Dolphin Lagoon have been a hit among both overseasand local visitors, charming many a heart with their intelligence and beauty. With four “Meet-the-Dolphins”sessions daily, UWS trainers help visitors make exciting discoveries about dolphin biology and dolphin-humanrelationships. Visitors also get the opportunity to get up close and personal with the dolphins through ourinteraction sessions. The gentle feel of the dolphins’ skin is a sure way to melt one’s heart!

• Young visitors discover the beauty of the ocean life at Underwater World Singapore


Underwater World PattayaA subsidiary of HPL will be developing a modern underwater world/aquarium attraction with a state-of-the-artacrylic tunnel in Pattaya, Thailand. Construction of the attraction will commence shortly and it is scheduledfor completion in early 2003. Featuring exotic marine and freshwater fish displays, the attraction will provideevery visitor the unique experience of viewing the fish displays in their natural habitat at close quarters throughcrystal clear water.

Family Entertainment Bowling CentresHPL’s wholly-owned subsidiary, Haw Par Recreation (Malaysia) Sdn Bhd owns and manages a chain of bowlingcentres in Malaysia under the brand name Golden Bowl. They are located in Malacca, Puchong, Klang and Seremban.These centres provide clean and conducive environments for customers and are equipped with state-of-the-artautomatic scoring systems. The company will continue to identify suitable locations for new centres.

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Leisure ��

• Underwater World Pattaya (forthcoming) • Golden Bowl Family Entertainment Centre


The Group’s property portfolio comprises 75,025 square metres of commercial and industrial space in Singapore,Malaysia and Hong Kong.

SingaporeThe two office buildings, Haw Par Centre and Haw Par Glass Tower, together offer a total net lettable area of13,567 square metres. In spite of the weak office market, both office buildings have been well leased.

The two light industrial buildings, Haw Par Technocentre and Setron Building, account for a total net lettablearea of some 27,485 square metres. Both of the buildings are also well leased.

The Group’s other properties include Haw Par Tiger Balm Building and Scott & English Building, yielding afurther 17,839 square metres of net lettable space.

MalaysiaMenara Haw Par, a 32-storey freehold commercial building in Kuala Lumpur, has a net lettable area of 15,659 squaremetres. Occupancy rates fell due to the office glut situation in Malaysia and continuing efforts would be made tolease out the vacant space. The building is currently undergoing refurbishment which is scheduled to becompleted in the second half of 2002, by which time, the building would be better positioned for the office market.

Hong KongThree office/industrial units at the Westlands Centre with a net lettable area of 475 square metres have been leased.

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Property ��

Property ��

• Haw Par Technocentre is one of Singapore’s most popular office location choices • Haw Par Glass Tower, a landmark on Clemenceau Avenue


Scott & English Limited (“S&E”) is a supplier of diesel generator sets with over 50 years experience in the design,assembly, installation and supply of its own high quality and ISO 9001 certified brands like Cumford-Turbo andStargen power generation equipment/systems to more than 30 countries.

S&E is an authorised Generator Set Original Equipment Manufacturer (“GOEM”) for established engine manufacturersincluding Cummins (USA), Perkins (UK), Volvo-Penta (Sweden), MTU (Germany), Deutz (Germany) and other reputableengines. In 2001, S&E participated in many prestigious projects to supply and install Cumford-Turbo diesel generatorsets and switchgear.

Investments ��

Investments & Others �� !"#$

The Group has substantial investments in various forms of securities and actively manages its surplus funds underthe guidance of the Investment Committee.

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Industrial RelationsIn 2001, negotiations for the Collective Agreements with the Singapore Manual and Mercantile Workers’ Unionand Chemical Industry Employees’ Union were amicably concluded for the next three years. Continuous effortswill be made to ensure that the industrial relations of the Group remain harmonious.

Social ActivitiesThroughout the year, the Group’s Sports Club was active in organising recreational and sports activities to forgecloser ties and establish rapport among staff. The highlights of the year included the Annual Dinner & Dance,a bowling competition and a trip to Kuala Lumpur/Genting Highlands.

Community RelationsThe Group continued to support charitable organisations and the local performing arts. Sponsorships in variousforms were made to the Dover Park Hospice, Eagles Mediation & Counselling Centre, Save the Children Singapore,Singapore Leprosy Association and the Singapore Chinese Orchestra.

In support of the preservation of endangered animals and wildlife, the Group continues to sponsor the Malayan tigerexhibit at the Night Safari and the Persian leopard exhibit at the Singapore Zoological Gardens.

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People & The Community �� !"

People & The Community �� !"

• Fun time at the Annual Dinner & Dance

• “Haw” (tiger) at the Night Safari • “Par” (leopard) at the Singapore Zoological Gardens


Financial Review

Overall Financial Performance 22

Return on Assets Employed 22

Segmental Performance 23

Financial Position 25


Financial Review

0

10.0

20.0

Group Healthcare Leisure Investments

20012000

Property

%

15.0

5.0

7.56.5

15.714.4

10.611.1

5.74.8

6.55.3

0

5.0

10.0

15.0

20.0

25.0

30.0

Healthcare Leisure Property Investments

20012000

$m

16.9 16.4

9.6 9.38.1

6.3

24.021.9

Segment Profits Before Tax Return on Assets Employed

Overall Financial PerformanceGroup earnings for 2001 rose 24% over those for the previous year to $31.4m due to significantly lowerexceptional losses. The higher exceptional losses in the previous year were attributed mainly to a provision for theinvestment in Camerlin amounting to $13.6m. Profit before exceptional items declined 11% to $48.9m due tolower contribution from Group operations and income from investments, but these were partly offset bylower interest expense.

Group turnover fell 20% to $126.3m, mainly due to the divestment of subsidiaries - Asian Computer Servicesin October 2000 and PGF International/PGF New Zealand in November 2001.

Earnings per share rose 18% to 15.8 cents (2000: 13.4 cents). However, net tangible assets per share fell3% to $2.85 (2000: $2.95) due to the dilutive effect from the conversion of 15.8 million Warrants 2001 duringthe year.

Return on Assets EmployedThe Group applies a Return on Assets Employed (“ROA”) measure to evaluate the performance of its businesssegments.

In 2001, overall Group ROA fell to 6.5% from 7.5% in 2000. ROA of Leisure had improved due to betterutilisation of assets while those of Healthcare, Property and Investments declined as a result of lower profits.


0

10.0

20.0

30.0

40.0

50.0

Asia America Europe Others

20012000

Middle East

$m

38.238.9

10.0 9.1

5.1 6.24.5 5.6

0.9 0.90

1.0

2.0

1999 2000 2001

million

1.5

0.5

1.63 1.59

1.42

Healthcare (Sales by Markets)

Financial Review

Underwater World Singapore(Number of Visitors)

Segmental PerformanceHealthcare division recorded a 3% increase in sales to $60.7m, helped by more product offerings. Pre-tax profitfell 3% to $16.4m, but earnings rose 3% to $12.6m due to lower taxation.

Sales of Tiger brand products rose 3% over those for the previous year. Sales in Europe, Middle East andselected Asian markets had shown significant improvements while sales to United States declined, mainlyaffected by the September 11th incident. In line with the company’s strategy to widen its product offering,various new products were introduced in 2001. These included Kwan Loong Refresher, Tiger MosquitoRepellent and Tiger Bath Salt.

Sales of generic pharmaceutical products rose 4% over those for the previous year and performance fromall sectors were generally better.

Leisure division’s pre-tax profit decreased 3% mainly due to the loss of contribution from a former associateMundo Submarino, disposed in November 2000 and start-up costs for the Pattaya aquarium. However,profit improvement from the Bowling centres in Malaysia helped to cushion the decline.

The number of visitors at Underwater World Singapore decreased to 1.42 million from 1.59 million in 2000.Despite the decline in visitorship, revenue was maintained due to an increase in admission charges to reflectthe additional attraction, Dolphin Lagoon. The Bowling business saw increases in revenue and profit over thosefor the previous year attributed to the restructuring of some centres in late 2000.


0

20.0

40.0

60.0

80.0

100.0

Haw ParCentre

Haw ParGlass Tower

Haw ParTechnocentre

MenaraHaw Par

20012000

SetronBuilding

%

92.3 95.6

67.4 65.6

92.099.0 99.5 98.5

41.3 43.8

Property (Building Occupancy Rates) Investments (Market Value vs Book Value)

Financial Review

Property continued to suffer from the weak market conditions in Malaysia. Income declined 22%from the previous year due to lower rental revenue and the absence of a one-off compensation income receivedin 2000. The Group’s properties in Singapore continued to enjoy high occupancy rates but not in Malaysia.However, refurbishment work had already begun to give the Malaysian property a facelift in 2002 to attractnew tenants.

Investment income declined with no special dividend received as against $16.0m in 2000. However thiswas partly offset by lower dealing losses and interest expenses.

The Group’s investment portfolio ended the year with a healthy surplus of about $525.6m in market valueover book value.

Among the other operations of the Group, the power generation business was affected by the economicdownturn in the ASEAN markets. The Group’s 40% associate, UIC Technologies incurred a small loss for the year.

0

200

400

600

800

1,000

1,200

2000 2001

$m

Market ValueBook Value

464.0

1,012.3

490.3

1,015.9


Shareholders’ Funds & Borrowings

Financial Review

Financial PositionShareholders’ funds of the Group increased $28.0m or 5% to $589.2m, contributed mainly by retainedprofit of $9.2m, share capital and premium for new shares issued of $31.1m, offset by a revaluation deficitfor investment properties of $15.0m. The Group had issued 16.5 million new shares during the year, inclusiveof 15.8 million new shares issued from the conversion of Warrants 2001, which expired in July 2001.

Total borrowings of the Group decreased by $46.8m to $163.0m, as reflected by a lower gearing ratio of27.7% (2000: 37.4%) mainly due to the proceeds from the conversion of Warrants 2001. The Group maintainedstrong cash and bank deposits of $76.6m.

The operations continued to contribute a healthy $47.3m to the Group’s cashflow. The surplus was used to fundthe Group’s investing and financing activities.

0

100

200

300

400

500

600

700

2000 2001

$m

Shareholders’ fundsShort-term & Long-term borrowings

209.8

561.2

163.0

589.2

27.7%37.4%


1997 1998 1999 2000 20010

2,000

4,000

6,000

8,000

10,000

12,000

14,000

16,000

18,000

0

0.50

1.00

1.50

2.00

2.50

3.00

3.50

4.00

4.50

Trading Volume (’000) Share Price ($)

Share Price & Trading Volume

Share Price & Trading Volume

1997 1998 1999 2000 2001

Share Price ($)

Last done 2.18 1.85 3.04 3.62 4.06High 3.36 2.25 3.20 3.76 4.48Low 1.97 1.02 1.78 2.00 3.16

Per share

Earnings (cents) 18.5 6.0 14.3 13.4 15.8

Dividend declared, net (cents) 8.1 8.1 11.1 11.3 11.3

Dividend cover (times) 2.3 0.7 1.3 1.2 1.4

Net tangible assets ($) 3.43 2.89 2.85 2.95 2.85

Trading Volume Share Price


Corporate Governance

Haw Par Corporation is committed to high standards of corporate governance to protect the interests of itsshareholders. Currently, the Company is reviewing the Code of Corporate Governance issued by theCorporate Governance Committee and will endeavour to comply with the requirements as soon as practicable.In compliance with the Code, the Company established a Nominating Committee and a Remuneration Committeeon 6 March 2002. The members of the committees are:

Nominating Committee• Mr Sat Pal Khattar (Chairman)• Mr Wee Cho Yaw• Dr Lee Suan Yew

Remuneration Committee• Mr Sat Pal Khattar (Chairman)• Mr Wee Cho Yaw• Mr Hwang Soo Jin

Outlined below are the Company's corporate governance practices that were in place throughout the financialyear just ended.

Board of DirectorsThe Board comprises eight Directors, of whom five are non-executive and three are executive. It meets at leastfour times a year.

The Board oversees the business and affairs of the Group, approves the strategic plans, key operational andfinancial matters and major investments of the Group. Through Board meetings and various committees, theBoard monitors the performance of the Group and safeguards its assets.

Audit CommitteeThe Audit Committee comprises three Directors, of whom two are non-executive and independent of management.

The Committee meets with the management and the external and internal auditors at least twice a year. Thefunctions of the Committee, among other things, include:

1. reviewing the audit plans of the internal and external auditors and the scope of their examination;2. considering the internal and external auditors' reports, including their findings on their evaluation of the system

of internal controls, and to make recommendations if appropriate;3. reviewing the Group's draft interim and annual financial statements as well as announcements prior to submission

to the Board for adoption;4. reviewing interested person transactions; and5. recommending the appointment of external auditors and the fees payable.

Investment CommitteeThe Investment Committee comprises four Directors, of whom three are executive and one is non-executive.The Committee meets monthly to review and approve the Group's investments and funding requirements.

Executive CommitteeThe Executive Committee was dissolved on 6 March 2002 as it no longer performs any useful function.

Administering CommitteeThe Administering Committee comprises three non-executive Directors. It approves the quantum of share optionsto be granted to eligible managerial staff, based on their performance and contribution to the Group.

Following the establishment of the Remuneration Committee, the Administering Committee was dissolved concurrentlyon 6 March 2002 and its functions were taken over by the Remuneration Committee.

Dealings in SecuritiesThe Company prohibits dealings in its securities by officers while in possession of unpublished material price-sensitiveinformation in relation to those securities. It has adopted the Best Practices Guide on Dealings in Securities issuedby the Singapore Exchange Securities Trading Limited, which prohibits officers from dealing in securities of theCompany during the period commencing one month before the announcement of the Company's interim orannual results, as the case may be, and ending on the date of announcement of the relevant results.

Corporate Governance


Report of the Directors

Statutory Reports andFinancial Statements29 Repor t o f the D i rec tor s

35 Sta tement by D i rec tor s

36 Audi tor ’s Report

37 Pro f i t and Loss Accounts

38 Ba lance Sheet s

39 Sta tements o f Recogn i sed Ga ins and Losses

40 Conso l idated Cash F low Sta tement

42 Notes to the F inanc ia l S ta tements



The Directors present their report together with the audited financial statements of the Group and of the Companyfor the financial year ended 31 December 2001.

PRINCIPAL ACTIVITIES

The Company is the owner of the “Tiger” trademarks and the holding company for the Group. Its principal activitiesare licensing of the “Tiger” trademarks, provision of management and support services to members of the Groupand owning investments for long term holding purposes.

The principal activities of the Group are as follows:

(a) manufacturing, marketing and trading healthcare products;

(b) providing leisure-related services;

(c) trading in power generation equipment; and

(d) investing in properties and securities.

There have been no significant changes in the nature of these activities during the financial year.

RESULTS FOR THE FINANCIAL YEAR

(In Singapore dollars) Group Company$’000 $’000

Profit after taxation 33,920 25,012

Minority interests (2,521) –

Earnings for the year 31,399 25,012

Transferred to statutory reserve (64) –

Profit attributable to shareholders 31,335 25,012

In the opinion of the Directors, the results of the Group and of the Company during the financial year have notbeen affected by any item, transaction or event of a material and unusual nature other than the exceptional itemsas disclosed in note 6 to the financial statements.

There were no material transfers to or from reserves during the financial year other than those disclosed in note 8to the financial statements. There were no material transfers to or from provisions during the financial year exceptfor normal amounts set aside for such items as depreciation and amortisation, provisions for doubtful debts, stockobsolescence and taxation as disclosed in the financial statements.

ISSUE OF SHARES AND DEBENTURES

(a) Share capital of the Company

During the financial year, the Company increased its issued ordinary share capital to $206,176,345 by theissue of the following shares of $1.00 each fully paid:

(i) 15,760,819 shares at $1.84 each for cash by virtue of the exercise of Warrants 2001; and

(ii) 728,000 shares for cash at a premium of $1,372,120 by virtue of the exercise of share options, pursuantto The Haw Par Corporation Group Executives’ Share Option Scheme.

(b) Share capital of subsidiary companies

(i) During the financial year, Haw Par Healthcare Limited issued 153,000 ordinary shares for cash at apremium of $203,850 by virtue of the exercise of share options, pursuant to The Haw Par HealthcareGroup Executives’ Share Option Scheme.

(ii) During the financial year, Haw Par Elder (India) Private Limited (“HPEI”) subdivided its issued capital ofRs 2,000,000 consisting of 20,000 ordinary shares of Rs 100 each, into 200,000 ordinary shares ofRs 10 each. Following the subdivision of ordinary shares, HPEI issued an additional 500,000 ordinaryshares of Rs 10 each at par for cash to fund working capital.



OPTIONS ON SHARES IN THE COMPANY

(a) Under The Haw Par Corporation Group Executives’ Share Option Scheme (“the Scheme”), options to subscribefor 588,000 unissued shares of $1.00 each in the Company were outstanding as at 31 December 2001:

Number of shares covered by the options

Balance at1.1.01 or

Date of later date Balance at Exercise Exercisegrant of grant Cancelled Exercised 31.12.01 Price Period

17.5.96 120,000 25,000 95,000 – $3.46 17.5.1997 – 16.2.2001

13.5.97 305,000 3,000 222,000 80,000 $3.22 13.5.1998 – 12.2.2002

19.5.98 34,000 3,000 7,000 24,000 $1.86 19.5.1999 – 18.2.2003

16.4.99 163,000 2,000 104,000 57,000 $2.39 16.4.2000 – 15.1.2004

28.4.00 417,000 18,000 300,000 99,000 $2.65 28.4.2001 – 27.1.2005

03.4.01 369,000 41,000 – 328,000 $3.75 03.4.2002 – 02.1.2006

1,408,000 92,000 728,000 588,000

Details of options granted prior to 2001 have been disclosed in the Directors’ Reports for the respective years.

In 2001, options to subscribe for 369,000 unissued shares in the Company at the price of $3.75 per sharewere granted pursuant to the Scheme. The Directors who were granted such options are disclosed below.

During the financial year, 728,000 shares were issued by virtue of the exercise of options and options tosubscribe for 92,000 unissued shares were cancelled, the details of which are set out above.

The Committee administering the Scheme comprises Mr Wee Cho Yaw, Mr Sat Pal Khattar and Mr Hwang SooJin. No options have been granted to controlling shareholders or their associates or parent group employees.Save as set out below, no employee had received 5 per cent or more of the total number of options availableunder the Scheme.

The information on Directors of the Company participating in the Scheme is as follows:

Hong Hai Wee Ee Lim Chng Hwee Hong

Number of shares comprised in options granted 80,000 42,000 48,000during the financial year

Aggregate number of shares comprised in optionsgranted since commencement of theScheme to the end of the financial year 860,000 276,000 438,000

Aggregate number of shares comprised in optionsexercised since commencement of theScheme to the end of the financial year 625,000 202,000 196,000

Aggregate number of shares comprised in options thathave expired since the commencement of the Scheme 135,000 32,000 40,000

Aggregate number of shares comprised in optionsoutstanding as at the end of the financial year 100,000 42,000 202,000

The Scheme had expired on 17 April 2001, but options already granted under the Scheme remain exercisableuntil the end of the relevant option periods.

(b) During the financial year, 15,760,819 new shares were issued at a subscription price of $1.84 per share byvirtue of the exercise of 15,760,819 Warrants 2001. The remaining 288,405 unexercised warrants expiredon 18 July 2001.


OPTIONS ON SHARES IN SUBSIDIARY COMPANY

Haw Par Healthcare Limited (“HPH”)

Under The Haw Par Healthcare Group Executives’ Share Option Scheme (“the HPH Scheme”), options to subscribefor 255,000 unissued shares of $0.20 each in HPH were outstanding as at 31 December 2001:

Number of shares covered by the options

Balance at1.1.01 or

Date of later date Balance at Exercise Exercisegrant of grant Cancelled Exercised 31.12.01 Price Period

17.5.96 90,000 90,000 – – $2.40 17.5.1997 – 16.2.2001

13.5.97 96,000 – 63,000 33,000 $1.74 13.5.1998 – 12.2.2002

19.5.98 15,000 – 3,000 12,000 $1.01 19.5.1999 – 18.2.2003

16.4.99 27,000 – 3,000 24,000 $1.12 16.4.2000 – 15.1.2004

28.4.00 137,000 12,000 84,000 41,000 $1.41 28.4.2001 – 27.1.2005

03.4.01 145,000 – – 145,000 $1.77 03.4.2002 – 02.1.2006

510,000 102,000 153,000 255,000

In 2001, options to subscribe for 145,000 unissued shares in HPH at the price of $1.77 per share were grantedpursuant to the HPH Scheme.

During the financial year, 153,000 shares were issued by virtue of the exercise of options and options to subscribefor 102,000 unissued shares were cancelled, the details of which are set out above.

The HPH Scheme had expired on 17 April 2001, but options already granted under the HPH Scheme remain exercisableuntil the end of the relevant option periods.

DIVIDENDS

During the financial year, the following dividends were paid by the Company:$’000

(a) Final dividend of 10% less tax of 24.5% in respect of the previous year as proposedin the report of the Directors of that year 14,364

(b) An interim dividend of 5% less tax of 24.5% in respect of the year under review 7,781

22,145

The Directors are recommending a final dividend of 10% less tax of 24.5% in respectof the year ended 31 December 2001 15,566

DIRECTORS

(a) The following Directors are in office at the date of this report:

Wee Cho Yaw (Chairman)

Hong Hai (President & Chief Executive Officer)

Wee Ee Lim (Deputy President)

Chng Hwee Hong (Executive Director & Chief Operating Officer)

Hwang Soo Jin

Lee Suan Yew

Lim Kee Ming

Sat Pal Khattar




DIRECTORS (cont’d)

(b) The Directors holding office at 31 December 2001 had no interests in the shares, warrants, share optionsin or debentures of the Company and/or its subsidiary companies as recorded in the register of Directors’shareholdings kept by the Company under Section 164 of the Companies Act, Cap. 50 except as follows:

Holdings registered in the Holdings in which Directors arenames of Directors as at deemed to have an interest as at

1.1.2001 31.12.2001 21.1.2002 1.1.2001 31.12.2001 21.1.2002

Interest in the Company’s shares of $1.00 each

Wee Cho Yaw 275,000 302,500 302,500 4,815,070 30,512,753 30,512,753

Hong Hai 120,000 250,000 250,000 – – –

Wee Ee Lim 83,200 208,720 208,720 4,615,070 30,312,753 30,312,753

Chng Hwee Hong 52,400 60,400 108,400 – – –

Hwang Soo Jin 30,000 30,000 30,000 – – –

Lim Kee Ming – 15,000 15,000 – – –

Sat Pal Khattar 55,000 60,500 60,500 14,520 15,972 15,972

Warrants 2001 convertible into the Company’s shares of $1.00 each

Wee Cho Yaw 27,500 – – 25,773 – –

Wee Ee Lim 3,520 – – 25,773 – –

Sat Pal Khattar 5,500 – – 1,452 – –

Options to subscribe for the Company’s shares of $1.00 each

Hong Hai 220,000 100,000 100,000 – – –

Wee Ee Lim 122,000 42,000 42,000 – – –

Chng Hwee Hong 182,000 202,000 154,000 – – –

Interest in Haw Par Healthcare Limited’s shares of $0.20 each

Wee Cho Yaw 50,000 50,000 50,000 – – –

Hong Hai 200,000 200,000 200,000 – – –

Wee Ee Lim 23,000 23,000 23,000 – – –

Hwang Soo Jin 33,000 34,000 34,000 – – –

Sat Pal Khattar 50,000 50,000 50,000 – – –

(c) Neither at the end of the financial year, nor at any time during the financial year, did there subsist anyarrangements to which the Company is a party, whereby Directors might acquire benefits by means of theacquisition of shares, warrants, share options in or debentures of the Company or any other body corporate,other than pursuant to The Haw Par Corporation Group Executives’ Share Option Scheme.

(d) Since the end of the previous financial year, no Director has received or has become entitled to receivebenefits required to be disclosed by Section 201(8) of the Companies Act, Cap. 50 by reason of a contractmade by the Company or its subsidiary companies with the Director or with a firm of which he is a member orwith a company in which he has a substantial financial interest except those disclosed in notes 3, 4, 24 and 25to the financial statements.


SUBSIDIARY COMPANIES

During the financial year, a subsidiary company, Haw Par Leisure Pte Ltd, disposed of the following subsidiary companies:

Interest Net tangible Grossdisposed assets consideration

Name of subsidiary company % $’000 $’000

PGF International Pty. Limited 1005,298 2,956*

PGF New Zealand Limited 100

* Equivalent to gross sale consideration of A$3,108,739.

The following subsidiary companies were liquidated during the financial year:

Group’s effective interestName of subsidiary company %

Recreational Investment (1992) Pte Ltd 100

Spa Development Pte Ltd 100

Regina Haw Par Pte Ltd* 37.6

* Regina Haw Par Pte Ltd is considered a subsidiary company as the Group has the power to cast the majority of thevotes at the board meetings.

ASSET VALUES

Before the financial statements of the Group and of the Company were made out, the Directors took reasonable steps:

(a) to ascertain that proper action had been taken in relation to bad and doubtful debts and have satisfiedthemselves that all known bad debts had been written off and that adequate provision had been made fordoubtful debts; and

(b) to ensure that any current assets which were unlikely to realise their book value in the ordinary course ofbusiness had been written down to their estimated realisable values.

At the date of this report, the Directors are not aware of any circumstances which would render the amountswritten off for bad debts or the amounts provided for doubtful debts in the Group inadequate to any substantialextent or the values attributable to current assets in the consolidated financial statements of the Group misleading.

OTHER CIRCUMSTANCES AFFECTING THE FINANCIAL STATEMENTS

At the date of this report, the Directors are not aware of any circumstances not otherwise dealt with in this reportor the financial statements of the Group and of the Company which would render any amount stated in theconsolidated financial statements of the Group and the financial statements of the Company misleading.

UNUSUAL ITEMS AFTER THE FINANCIAL YEAR

In the opinion of the Directors, no item, transaction or event of a material and unusual nature has arisen in the intervalbetween the end of the financial year and the date of this report which is likely to affect substantially the results ofthe Group and of the Company for the financial year in which this report is made.


}



CHARGES AND CONTINGENT LIABILITIES

No contingent or other liability has become enforceable or is likely to become enforceable within the period oftwelve months after the end of the financial year which, in the opinion of the Directors, will or may affect the abilityof the Group and of the Company to meet their obligations as and when they fall due.

As at the date of this report:

(a) there are no material contingent liabilities which have arisen since the end of the financial year in respect ofthe Group and of the Company other than in the normal course of business; and

(b) there are no charges on the assets of the Group and of the Company which have arisen since the end of thefinancial year to secure the liabilities of any other person.

AUDIT COMMITTEE

The Audit Committee carried out its functions in accordance with the Companies Act, Cap. 50, which included areview of the financial statements of the Group and of the Company for the financial year and the auditor’s reportthereon. The Audit Committee has recommended to the Board of Directors the re-appointment of Ernst & Young,Certified Public Accountants, as external auditors of the Company.

AUDITORS

Ernst & Young have expressed their willingness to accept re-appointment as auditors of the Company and aresolution proposing their re-appointment will be submitted at the forthcoming Annual General Meeting.

On behalf of the Board,

Wee Cho YawChairman


Singapore6 March 2002


We, Wee Cho Yaw and Hong Hai, being two of the Directors of Haw Par Corporation Limited, do hereby state that,in the opinion of the Directors:

(i) the accompanying financial statements set out on pages 37 to 73 are drawn up so as to give a true and fairview of the state of affairs of the Group and of the Company as at 31 December 2001, the results of theGroup and of the Company and the cash flows of the Group for the year ended 31 December 2001; and

(ii) at the date of this statement, there are reasonable grounds to believe that the Company will be able to payits debts as and when they fall due.

The Board of Directors authorised these financial statements for issue on 6 March 2002.

On behalf of the Board,

Wee Cho YawChairman



Statement by Directors Pursuant to Sec t ion 201(15)


Auditor ’s Report to the members o f Haw Par Corporat ion L im i ted

We have audited the financial statements of Haw Par Corporation Limited set out on pages 37 to 73. The financialstatements comprise the balance sheets of the Company and of the Group as at 31 December 2001, the profit andloss accounts and the statements of recognised gains and losses of the Company and of the Group and thecash flow statement of the Group for the year then ended 31 December 2001, and the notes thereto. These financialstatements are the responsibility of the Company’s Directors. Our responsibility is to express an opinion on thesefinancial statements based on our audit.

We conducted our audit in accordance with Singapore Standards on Auditing. Those Standards require that weplan and perform the audit to obtain reasonable assurance about whether the financial statements are free ofmaterial misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosuresin the financial statements. An audit also includes assessing the accounting principles used and significant estimatesmade by the Directors, as well as evaluating the overall financial statement presentation. We believe that our auditprovides a reasonable basis for our opinion.

In our opinion,

(a) the financial statements are properly drawn up in accordance with the provisions of the Singapore CompaniesAct (“Act”) and Singapore Statements of Accounting Standard and so as to give a true and fair view of:

(i) the state of affairs of the Company and of the Group as at 31 December 2001, the results of the Companyand of the Group and the cash flows of the Group for the year ended on that date; and

(ii) the other matters required by Section 201 of the Act to be dealt with in the financial statements andconsolidated financial statements;

(b) the accounting and other records, and the registers required by the Act to be kept by the Company and bythose subsidiary companies incorporated in Singapore of which we are the auditors have been properly keptin accordance with the provisions of the Act.

We have considered the financial statements and auditors’ reports of all subsidiary companies of which we havenot acted as auditors, being financial statements included in the consolidated financial statements. The names ofthose subsidiary companies audited by our associated firms and those audited by other firms are stated in Note 33.

We are satisfied that the financial statements of the subsidiary companies that have been consolidated with the financialstatements of the Company are in form and content appropriate and proper for the purposes of the preparation ofthe consolidated financial statements and we have received satisfactory information and explanations as required byus for those purposes.

The auditors’ reports on the financial statements of the subsidiary companies were not subject to any qualificationand in respect of subsidiaries incorporated in Singapore did not include any comment made under Section 207(3)of the Act.

ERNST & YOUNGCertified Public Accountants



Prof i t and Loss Accounts f o r the year ended 31 December 2001

(In Singapore dollars) Group CompanyNotes 2001 2000 2001 2000

$’000 $’000 $’000 $’000

Turnover 2 126,263 158,120 – –

Cost of sales (50,097) (76,106) – –

Gross profit 76,166 82,014 – –

Other income 3 31,130 38,302 45,616 47,283

Sales and marketing expenses (23,613) (27,447) – –

Warehouse and delivery expenses (1,243) (1,403) – –

Manufacturing and operating expenses (4,217) (4,599) – –

General and administrative expenses (22,073) (22,005) (5,814) (5,117)

Profit from operations 4 56,150 64,862 39,802 42,166

Finance costs 5 (7,179) (10,690) (5,757) (8,628)

Share of results of associated companies (94) 643 – –

Profit before exceptional items 48,877 54,815 34,045 33,538

Exceptional items 6 (1,732) (12,824) (62) (1,071)

Profit before taxation 47,145 41,991 33,983 32,467

Taxation 7 (13,225) (13,643) (8,971) (10,634)

Profit after taxation 33,920 28,348 25,012 21,833

Minority interests (2,521) (2,979) – –

Earnings for the year 31,399 25,369 25,012 21,833

Transferred to statutory reserve 8 (64) (23) – –

Profit attributable to shareholders 8 31,335 25,346 25,012 21,833

Earnings per share 10

– Basic 15.8 cts 13.4 cts

– Diluted 15.8 cts 13.0 cts

The accounting policies and explanatory notes on pages 42 to 73 form an integral part of the financial statements.


Balance Sheets as a t 31 December 2001



$’000 $’000 $’000 $’000

Non-current assets

Property, plant and equipment 11 30,755 31,666 246 339

Investment properties 12 171,348 184,294 – –

Subsidiary companies 13 – – 376,994 401,712

Associated companies 14 5,707 5,794 4,818 4,818

Long term investments 15 346,553 329,340 42,844 42,022

Intangible assets 16 952 850 – –

555,315 551,944 424,902 448,891

Current assets

Stocks and work-in-progress 17 11,095 16,134 – –

Debtors 18 20,873 32,487 53 243

Tax recoverable 10,721 12,383 8,151 7,671

Short term investments 19 143,732 134,669 – –

Deposits with banks and financial institutions 61,018 79,962 5 5

Cash and bank balances 15,555 16,690 160 873

262,994 292,325 8,369 8,792

Current liabilities

Creditors 20 27,799 31,036 1,804 2,805

Taxation 6,315 12,222 – –

Short term borrowings 21 162,994 209,819 105,362 162,739

197,108 253,077 107,166 165,544

Net current assets/(liabilities) 65,886 39,248 (98,797) (156,752)

Non-current liability

Deferred taxation 22 (3,129) (2,453) – –

Net assets 618,072 588,739 326,105 292,139

Capital and reserves

Share capital 23 206,176 189,688 206,176 189,688

Reserves 8 383,060 371,540 119,929 102,451

Share capital and reserves 589,236 561,228 326,105 292,139

Minority interests 28,836 27,511 – –

618,072 588,739 326,105 292,139


Statements of Recognised Gains and Losses f o r the year ended 31 December 2001


$’000 $’000 $’000 $’000

Recognised in revaluation reserve 8

(Deficit)/surplus on revaluation ofinvestment properties (14,968) 13,832 – –

Exchange adjustments 126 165 – –

Recognised in revenue reserve 8

Goodwill paid on additional investmentin subsidiary companies – (200) – –

Dilution of interest in subsidiary company (117) (75) – –

Recognised in foreign currencytranslation reserve 8

Exchange differences on translation of thefinancial statements of foreign entities (net) 1,824 939 – –

Transferred to profit and loss accounts ondisposal of subsidiary companiesand associated company 645 315 – –

Net (losses)/gains not recognised inthe profit and loss accounts (12,490) 14,976 – –

Earnings for the year 31,399 25,369 25,012 21,833

Total recognised gains 18,909 40,345 25,012 21,833



Consol idated Cash F low Statement f o r the year ended 31 December 2001

(In Singapore dollars) 2001 2000$’000 $’000

Cash flows from operating activities:

Profit from operations 56,150 64,862

Adjustments for:

Depreciation of property, plant and equipment 5,373 5,965

Amortisation of intangible assets 292 297

(Gain)/loss on disposal of property, plant and equipment (122) 435

Investment and interest income (31,782) (40,434)

Loss on sale of short term investments 1,643 3,844

Compensation from settlement of legal case – (834)

Exchange adjustments (24) (909)

Operating profit before working capital changes 31,530 33,226

Decrease in stocks 2,259 334

Decrease/(increase) in debtors 4,843 (708)

Increase/(decrease) in creditors 1,309 (5,795)

Net proceeds received from settlement of legal case – 437

Cash generated from operations 39,941 27,494

Interest paid (5,973) (7,244)

Investment and interest income received 30,239 39,910

Taxation paid (16,871) (19,855)

Net cash provided by operating activities 47,336 40,305

Cash flows from investing activities:

Proceeds from sale of associated company 4,755 3,928

Proceeds from sale of property, plant and equipment 499 2,923

Proceeds from sale of long term investments – 72

Proceeds from sale of short term investments 12,660 224,720

Advances to a corporation (875) (2,121)

Purchase of long term investments (16,486) –

Purchase of property, plant and equipment (4,574) (2,166)

Purchase of trademarks (36) (47)

Purchase of short term investments (40,498) (231,759)

Deferred expenditure incurred (17) (111)

Refurbishment of investment properties (1,351) (3,628)

Proceeds received from maturity of short term investments 17,956 14,567

Purchase of additional stakes in subsidiary companies (3,297) (715)

Redemption of preference shares in long term investment 899 899

Redemption of preference shares in associated company – 958

Cash inflow/(outflow) from disposal of subsidiary companies 68 (747)

Net cash (used in)/provided by investing activities (30,297) 6,773


Consol idated Cash F low Statement f o r the year ended 31 December 2001

(In Singapore dollars) 2001 2000$’000 $’000

Cash flows from financing activities:

Payment of dividends to shareholders of the Company (22,145) (21,117)

Proceeds from issue of share capital 31,099 1,878

Proceeds from issue of share capital to minority shareholders ofsubsidiary companies 3,285 1,084

Net repayment of short term borrowings (46,718) (6,654)

Payment of dividends to minority shareholders of subsidiary companies (1,615) (1,784)

Net cash used in financing activities (36,094) (26,593)

Net (decrease)/increase in cash and cash equivalents (19,055) 20,485

Cash and cash equivalents at beginning of year (note 28) 95,628 75,143

Cash and cash equivalents at end of year (note 28) 76,573 95,628

Summary of effects of subsidiary companies disposed of during the financial year:

Property, plant and equipment 67

Intangible assets 136

Current assets 5,543

Current liabilities (312)

5,434

Exchange adjustments 645

Provision for closure costs of subsidiary companies (2,000)

Loss on disposal of subsidiary companies (1,123)

Sales consideration* 2,956

Less : Liabilities settled by the Group (2,676)

280

Net cash proceeds 280

Cash and cash equivalents disposed (212)

Cash inflow (net) 68

* Equivalent to gross sale consideration of A$3,108,739.



Notes to the F inancia l Statements 31 December 2001

(In Singapore dollars)

Summary of significant accounting policies

Basis of preparation

The financial statements have been prepared in accordance with Singapore Statements of Accounting Standard(“SASs”) and the applicable provisions of the Companies Act. In addition, they have been prepared on a historicalcost basis modified by revaluation of certain investment properties and unquoted shares in subsidiary companies.The financial statements are expressed in Singapore dollars.

Changes in accounting policies

The Group complied with the revised/new SASs which were effective from 1 January 2001 and modified certainaccounting policies. The effects of these changes on the financial statements are:

SAS 8 (2000) Net Profit or Loss for the Period, Fundamental Errors and Changes in Accounting Policies

Under SAS 8 (2000), extraordinary items are now reported as exceptional items. Comparative figures were reclassifiedaccordingly.

SAS 10 (2000) Events Occurring after the Balance Sheet Date

Under SAS 10 (2000), dividends proposed or declared after the balance sheet date are no longer recognised as aliability at the balance sheet date.

SAS 22 (2000) Business Combinations

Goodwill arising on consolidation was previously written off directly to revenue reserves in the year of acquisition.Applying SAS 22 (2000) on a prospective basis, goodwill arising from business combinations on or after 1 January 2001is capitalised and amortised using the straight line method over a period not exceeding 20 years. Goodwill thatwas previously written off directly to revenue reserves will be included in the gain or loss on disposal of the relatedsubsidiary or associated company in the year the investment is disposed, unless impracticable.

SAS 32 (2000) Financial Instruments – Disclosure and Presentation

Under SAS 32 (2000), the value of the Term Loan/Bonds was classified into its component parts, and the initialrecognition of the total consideration of the Term Loan/Bonds was:

$’000

Present value of Term Loan/Bonds 84,508

Value of warrants 15,492

100,000

Accordingly, the amount representing the value of the warrants was accredited to the capital reserve account.As the warrants were exercised, the value of such warrants exercised standing to the credit in the capitalreserve account was transferred to the share premium account.

The discount on the Term Loan/Bonds, which was the difference between the principal amount of the Term Loan/Bonds and its present value on initial recognition, was amortised over the 5-year loan term using the discount method.




Summary of significant accounting policies (cont’d)

Changes in accounting policies (cont’d)

SAS 34 (2000) Intangible Assets

Under SAS 34 (2000), the “Tiger” and “Kwan Loong” trademarks, which were previously stated at cost, are restatednet of amortisation over a period not exceeding 20 years. Production cost of television advertisement and pre-production and preliminary expenses are no longer capitalised but written off in the year they are incurred.

Further information on effects of adopting the above SASs is disclosed in note 8.

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and all its subsidiarycompanies for the year ended 31 December 2001. The accounting year of the Company and all its subsidiarycompanies ends on 31 December except for Haw Par Elder (India) Private Limited (“HPEI”) which has an accountingyear ending 31 March as required by the laws of its country of incorporation. The consolidated financial statementsincorporate HPEI’s audited financial statements as of 31 March and the unaudited management financial statementsto 31 December.

The Group’s subsidiary companies are shown in note 33.

Subsidiary companies comprise those companies in which the Group holds more than one half of the voting powerand/or controls the majority composition of the Board of Directors and/or is in a position to exercise controllinginfluence on their financial and operating policies.

The results of subsidiary companies acquired during the year are included from the respective dates of acquisition;the results of subsidiary companies disposed of are included up to the respective dates of disposal. Where theconsideration for cost of control of a subsidiary company is the allotment of shares of the Company, credited as fullypaid, the difference between the nominal value of the shares so allotted and the value of the consideration lessrelated expenses is credited to the share premium account.

Subsidiary companies

Shares in subsidiary companies are stated at cost unless, in the opinion of the Directors, there has been an impairmentin value, in which event they would be written down to a valuation fixed by the Directors.

Dividend income from subsidiary companies is accrued on the basis of the dates dividends are declared by theinvestee companies.

Associated companies

Associated companies are those companies other than subsidiary companies in which the Group holds not lessthan 20% of the equity as a long term investment, has representation on the Board of Directors and is in a position toexercise significant influence on their management. Investment in associated companies are stated at cost on theCompany’s balance sheet unless, in the opinion of the Directors, there has been impairment in value, in which eventthey would be written down to a valuation fixed by the Directors. The Group’s associated companies are shown innote 33.

The Group’s share of the results of associated companies, based on audited financial statements and/or managementfinancial statements, is included in the consolidated profit and loss account.

The attributable retained post-acquisition reserves of associated companies are added to investments shown on theGroup’s balance sheet. Where the audited financial statements are not co-terminous with those of the Group, theshare of profits is arrived at from the last audited financial statements available and unaudited managementfinancial statements to the end of the Group’s accounting period.

Dividend income from associated companies is accrued on the basis of the dates dividends are declared by theinvestee companies.





Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation. The cost of an asset comprisesits purchase price and any directly attributable costs of bringing the asset to working condition for its intendeduse. Expenditure for additions, improvements and renewals are capitalised and expenditure for maintenance andrepairs are charged to the profit and loss account.

The carrying amounts are reviewed at each balance sheet date to assess whether they are recorded in excess oftheir recoverable amount, and if carrying values exceed this recoverable amount, assets are written down.

Depreciation

Depreciation of property, plant and equipment is calculated on cost on the straight line basis over their estimateduseful lives. No depreciation is provided on project-in-progress costs. The estimated useful lives are:

Leasehold land – Over the term of the lease

Leasehold buildings – 50 years or over the term of the lease,whichever is lower

Lifts, escalators and electrical installations – 10 to 20 years

Plant, machinery and equipment – 10 years

Computer equipment – 4 years

Fixtures and fittings, office equipment and vehicles – 5 years

Marine livestock – 5 years

Fully depreciated assets are retained in the financial statements until they are no longer in use and no further chargefor depreciation is made in respect of these assets.

Investment properties

Investment properties are held for the primary purpose of producing rental income.

Investment properties are revalued annually by the Directors based on periodic independent professional valuationon an open market value basis. The net surplus or deficit on revaluation is taken to the revaluation reserve accountexcept when the total revaluation reserve is insufficient to cover any deficit, then such deficit will be charged tothe profit and loss account. Upon disposal of an investment property, the related remaining revaluation surplus iscredited to the profit and loss account as part of the gain on sale of investment property.

For properties under development, the land component is stated at annual valuation whereas the developmentexpenditure are stated at cost, which includes cost of construction, related overhead expenditure and financingcharges incurred during the period of construction.

Intangible assets

Goodwill

Goodwill represents the excess of the cost of the acquisition over the fair value of the net underlying assetsof the subsidiary or associated company acquired at the date of acquisition. Goodwill arising from businesscombinations on or after 1 January 2001 is capitalised and amortised using the straight line method over aperiod not exceeding 20 years. Goodwill that was previously written off directly to revenue reserves are retained.These amounts will be included in the gain or loss on disposal of the related subsidiary or associated company inthe year the investment is disposed, unless impracticable.





Intangible assets (cont’d)

Trademarks

Trademarks comprise the “Tiger” and “Kwan Loong” trademarks, which are amortised using the straight linemethod over a period not exceeding 20 years.

Deferred expenditure

Deferred expenditure comprises technology fee paid in advance and clinical trial expenses, which are recognisedas assets as they generate future economic benefits. Technology fee expense paid in advance for the use of athird party’s technology is amortised using the straight line method over the contract period which is 5 years.Clinical trial expenses incurred for product registration are amortised using the straight line method over a5-year period.

At each balance sheet date, the Group assesses whether there is any impairment. If any such indication exists,the recoverable amount is estimated, and provision for impairment made, where appropriate.

Long term investments

Long term investments are those investments (other than in associated companies) which are not held for trading.They are stated at cost unless, in the opinion of the Directors, there has been a permanent diminution in value,in which event they would be written down to a valuation fixed by the Directors.

Dividend income from long term investments is accrued on the basis of the dates dividends are declared by theinvestee companies. Interest income from long term investments is accounted for on an accrual basis.

Stocks and work-in-progress

Stocks are valued at the lower of cost and net realisable value. Cost is arrived at on the first-in-first-out and weightedaverage bases. In arriving at the net realisable value, due allowance is made for all deteriorated, damaged, obsoleteand slow moving stocks. Cost of finished stocks and work-in-progress includes direct materials, labour and theappropriate proportion of variable and fixed manufacturing overheads.

Trade and other debtors

Trade debtors, which generally have 30-90 day terms, are recognised and carried at original invoiced amount lessan allowance for any uncollectible amounts. An estimate for doubtful debts is made when collection of the fullamount is no longer probable. Bad debts are written off as incurred.

Amounts due from related parties are recognised and carried at cost less an allowance for any uncollectible amounts.

Short term investments

Short term investments comprise marketable securities. Collectively, the marketable securities are valued atthe lower of cost less amounts written off and net realisable value. Realised profits and losses and unrealisednet losses in respect of marketable securities are taken to the profit and loss account.

Dividend income from short term investments is accounted for on the basis of the dates dividends are paid by theinvestee companies. Interest income on marketable securities is accounted for on an accrual basis.





Trade and other creditors

Liabilities for trade and other creditors, which are normally settled on 30-90 day terms, are carried at cost, which isthe fair value of the consideration to be paid in the future for the goods and services received, whether or not billedto the Group.

Amounts due to related parties are carried at cost.

Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event,it is probable that an outflow of resources embodying economic benefits will be required to settle the obligationand a reliable estimate can be made of the amount of the obligation.

Loans and borrowings

Loans and borrowings are initially recognised at cost net of transaction costs associated with the borrowingor loan.

Revenue recognition

Revenue from the sale of products are recognised upon passage of title to the customer which generally coincideswith their delivery and acceptances. Service revenue is recognised upon rendering of services. Rental income isrecognised on a time-apportionment basis.

Management fee and interest income is taken to the profit and loss account on an accrual basis.

Finance costs

Finance costs are recognised as expenses in the period in which they are incurred.

Foreign currencies

Foreign currency monetary assets and liabilities are converted into Singapore dollars at rates of exchange closelyapproximating those ruling at the balance sheet date. Profit and loss account items, where applicable, are convertedat rates closely approximating those ruling at the transaction dates.

All foreign exchange profits and losses arising from conversion are included in the profit and loss account.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are expressed in Singapore dollarsusing the exchange rate at the date of the transaction.

For inclusion in the consolidated financial statements, all assets and liabilities and results of foreign subsidiaryand associated companies are translated into Singapore dollars at rates of exchange closely approximating thoseruling at the balance sheet date. Exchange differences arising from such currency translations together withunrealised gains and losses on the translation of intercompany loans are dealt with through the Group’s foreigncurrency translation reserve.

Deferred taxation

Deferred tax is accounted for under the liability method whereby the charge for the year is based on the disclosedbook profit after adjusting for all permanent differences. The amount of taxation deferred on account of all timingdifferences net of carried forward losses is reflected in the deferred taxation account. Future income tax benefitsarising from unutilised tax losses and capital allowances are recognised in the financial statements only if thereis reasonable assurance that they will be utilised against future taxable profits.





Leases

Where the Group is the lessee

Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased term,are classified as operating leases. Operating lease payments are recognised as an expense in the profit and lossaccount on a straight line basis over the lease term.

Where the Group is the lessor

The Group owns certain investment properties, which are tenanted on operating lease terms. These are classifiedas investment properties (note 12) on the balance sheet.

Operating lease rental income is recognised in the profit and loss account on a straight line basis over the respectivelease terms.

Employee benefits

Defined contribution plans

As required by law, the Group’s companies in Singapore and certain overseas subsidiary companies make contributionsto the state provident funds of the respective countries. Such contributions are recognised as compensation expensesin the same period as the employment that gives rise to the contribution.

Share options

The Company and a listed subsidiary company have in place Executives’ Share Option Schemes for the granting ofoptions to eligible employees to subscribe for shares in the companies under the respective schemes. There areno charges to the profit and loss account upon the grant or exercise of the options. The exercise price is equivalentto the market value of the shares at the time of grant.

Cash and cash equivalents

Cash and cash equivalents consist of cash at bank and in hand less bank overdrafts and trust receipts but excludesecured bank overdrafts which are used for financing activities.

1. Corporate information

The consolidated financial statements of Haw Par Corporation Limited (“the Company”) for the year ended31 December 2001 were authorised for issue in accordance with a resolution of the Directors on 6 March 2002.

The Company, which is incorporated in Singapore, is the owner of the “Tiger” trademarks and the holdingcompany for the Group.

The registered address of the Company is at 178 Clemenceau Avenue, #08-00, Haw Par Glass Tower,Singapore 239926.

The principal activities of the Company are licensing of the “Tiger” trademarks, provision of managementand support services to members of the Group and owning investments for long term holding purposes.The principal activities of the Group are as follows:

(a) manufacturing, marketing and trading healthcare products;

(b) providing leisure-related services;

(c) trading in power generation equipment; and

(d) investing in properties and securities.

There have been no significant changes in the nature of these activities during the financial year.




2. Turnover

Turnover of the Group represents invoiced sales and services, rental income but excludes dividend, interestincome and intra-group transactions.

Group Company2001 2000 2001 2000$’000 $’000 $’000 $’000

Sales of goods 93,794 118,718 – –

Sales of services 18,858 25,607 – –

Rental income 13,611 13,795 – –

126,263 158,120 – –

3. Other income

Investment income from:

Gross dividends:

Quoted equity investments 27,357 35,477 – –

Subsidiary companies:

Quoted – – 7,389 7,144

Unquoted – – 30,957 32,339

Net loss on sale of short term investments (1,643) (3,844) – –

Interest income from:

Deposits 1,449 1,518 5 7

Quoted debentures 2,551 2,847 – –

Subsidiary companies – – 3,487 4,034

Others 425 592 422 421

Compensation from settlement of legal case – 834 – –

Service, licence and rental fee 694 779 – –

Miscellaneous income 297 99 – –

Management fee from subsidiary companies – – 2,587 2,541

Royalty income from subsidiary company – – 769 797

31,130 38,302 45,616 47,283

4. Profit from operations

Profit from operations is stated aftercharging/(crediting):

Depreciation of property, plant and equipment 5,373 5,965 124 186

Net exchange loss/(gain) 86 (15) 496 295

Net (gain)/loss on disposal of property,plant and equipment (122) 435 (31) (8)

Amortisation of intangible assets 292 297 – –

Net provision for stock obsolescence 19 66 – –




4. Profit from operations (cont’d)

Group Company2001 2000 2001 2000$’000 $’000 $’000 $’000

Auditors’ remuneration:

Auditors of the Company

fees 409 433 130 130

(over)/underprovision in respect of prior years (3) 2 6 10

non audit fees 91 178 24 30

Other auditors

fees 57 60 – –

Remuneration of the Directors of the Company 1,543 1,317 1,505 1,279

underprovision in prior year 60 – 60 –

Pursuant to the requirements of the Singapore Exchange Listing Manual, the remuneration of Directors ofthe Company is as follows:

Number of Directors in remuneration bands

Executive Non-ExecutiveDirectors Directors Total

2001 2000 2001 2000 2001 2000

$500,000 and above 1 1 – – 1 1

$250,000 to $499,999 2 2 – – 2 2

$0 to $249,999 – – 6 6 6 6

Total 3 3 6 6 9 9

5. Finance costs

Group Company2001 2000 2001 2000$’000 $’000 $’000 $’000

Interest on advances from subsidiary companies – – 61 236

Interest on bank overdrafts 8 26 8 6

Interest on other bank borrowings 5,213 7,348 3,730 5,070

Amortisation of discount on bonds 1,958 3,316 1,958 3,316

7,179 10,690 5,757 8,628

6. Exceptional items

The following have been credited/(debited) to theprofit and loss account as exceptional items:

Gain on disposal of associated company – 2,641 – –

Loss on disposal/liquidation of subsidiary companies (1,123) (216) (62) (1,071)

Writeback of carrying value of property,plant and equipment previously written down – 239 – –

Gain on sale of long term investments – 72 – –

Provision for closure costs of associated company (609) – – –

Provision for closure costs of subsidiary companies – (2,000) – –

Provision for diminution in value of long terminvestments – (13,560) – –

(1,732) (12,824) (62) (1,071)




7. Taxation

Group Company2001 2000 2001 2000$’000 $’000 $’000 $’000

Current taxation

Current year

Singapore 11,744 12,660 8,971 11,134

Overseas 963 968 – –

12,707 13,628 8,971 11,134

Prior years (over)/under provision

Singapore (83) (535) – (500)

Overseas 1 17 – –

(82) (518) – (500)

Deferred taxation

Current year

Singapore 500 672 – –

Overseas 107 (387) – –

607 285 – –

Associated companies (7) 248 – –

13,225 13,643 8,971 10,634

The current year tax charge for the Group was higher than that derived by applying the corporate rate ofSingapore tax because of losses in certain subsidiary companies and non-deductible expenses. The 2000 taxcharge for the Group was lower than that derived by applying the corporate rate of Singapore tax because ofspecial tax-exempt dividend income received in 2000, offset by losses in certain subsidiary companies andnon-deductible expenses.

The tax charge for the Company was higher than that derived by applying the corporate rate of Singapore taxbecause of non-deductible expenses.

The Group and the Company have not made any provision for Singapore income tax on income earnedoutside Singapore and not received therein. If all income earned by the Group and the Company in 2001 andprior years were to be received in Singapore, the tax that would become payable thereon at the prevailing taxrate will be approximately $8.8 million for both the Group and the Company (2000: $9.1 million for boththe Group and the Company).

Prior years’ tax losses realised by certain subsidiary companies during the year amounted to approximately$82,000 (2000: $2.7 million).

As at 31 December 2001, there were estimated unutilised tax losses amounting to $36.4 million (2000:$35.1 million) available for set-off against future taxable profits of certain subsidiary companies. No credithad been recognised in the financial statements for these unutilised losses.




8. Reserves

Group Company2001 2000 2001 2000$’000 $’000 $’000 $’000

Non-distributable reserves

Statutory reserve

Balance at 1 January 173 150 – –

Transferred from profit and loss accounts 64 23 – –

Additional investment in subsidiary company 5 – – –

Balance at 31 December 242 173 – –

Share premium

Balance at 1 January

As previously reported 8,372 7,371 8,372 7,371

Effect of adopting SAS 32 1,714 1,329 1,714 1,329

As restated 10,086 8,700 10,086 8,700

Premium on exercise of share options 1,372 624 1,372 624

Premium on exercise of warrants 26,770 762 26,770 762

Balance at 31 December 38,228 10,086 38,228 10,086

Capital reserve


As previously reported 16,556 16,492 38 38


As restated 30,335 30,656 13,817 14,202

Share premium of subsidiary company 140 64 – –

Exercise of warrants (13,531) (385) (13,531) (385)

Transferred to revenue reserve onexpiry of unexercised warrants (248) – (248) –

Balance at 31 December 16,696 30,335 38 13,817

Revaluation reserve

Balance at 1 January 78,032 64,149 – –

Exchange adjustments 126 165 – –

(Deficit)/surplus on revaluation ofinvestment properties (14,968) 13,832 – –

Transferred to revenue reserve ondisposal of associated company – (114) – –

Balance at 31 December 63,190 78,032 – –

Total non-distributable reserves 118,356 118,626 38,266 23,903

The statutory reserve is legally required to be set aside in the countries of incorporation of certain subsidiarycompanies. Those laws restrict the distributability and use of the reserve.

The capital reserve relates to non-distributable profits arising from sale of properties and long term investmentsaccording to the respective subsidiary companies’ Articles of Association and share premium arising fromissue of shares by certain subsidiary companies.




8. Reserves (cont’d)

Group Company2001 2000 2001 2000$’000 $’000 $’000 $’000

Distributable reserves

Revenue reserve


As previously reported 257,342 249,988 83,870 80,040


Effect of adopting SAS 32 (13,535) (10,219) (13,535) (10,219)

Effect of adopting SAS 34 (3,475) (3,249) (2,000) (2,000)

As restated 254,654 250,586 78,548 77,832

Goodwill paid on additionalinvestment in subsidiary companies – (200) – –

Dilution of interest in subsidiary company (117) (75) – –

Transferred from capital reserve onexpiry of unexercised warrants 248 – 248 –

Transferred from asset revaluationreserve on disposal of associated company – 114 – –

Profit attributable to shareholders 31,335 25,346 25,012 21,833

Dividends, paid (note 9) (22,145) (21,117) (22,145) (21,117)

Balance at 31 December 263,975 254,654 81,663 78,548

Foreign currency translation reserve

Balance at 1 January (1,740) (2,994) – –

Net movement 1,824 939 – –

Transferred to profit and loss accountson disposal of subsidiary companiesand associated company 645 315 – –

Balance at 31 December 729 (1,740) – –

Total distributable reserves 264,704 252,914 81,663 78,548

Total reserves 383,060 371,540 119,929 102,451

9. Dividends paid

Group and Company2001 2000$’000 $’000

Final 2000 dividend of 10% (2000: 10%) less tax of 24.5% (2000: 25.5%) 14,364 14,076

Interim 2001 dividend of 5% (2000: 5%) less tax of 24.5% (2000: 25.5%) 7,781 7,041

22,145 21,117

Dividend per share (net) 11.3 cts 11.2 cts

The Directors propose that a final dividend of 10% per ordinary share less tax, amounting to $15,566,000be paid for the financial year ended 31 December 2001.




10. Earnings per share

Group2001 2000$’000 $’000

Earnings for the year 31,399 25,369

’000 ’000

Weighted average number of ordinary shares for calculation of

basic earnings per share 198,205 189,063

Dilution adjustment for share options 255 152

Dilution adjustment for Warrants 2001 – 6,115

Adjusted weighted average number of shares for calculation ofdiluted earnings per share 198,460 195,330

Earnings per share

Basic 15.8 cts 13.4 cts

Diluted 15.8 cts 13.0 cts

11. Property, plant and equipment

Plant,Leasehold equipment,

land furniture Marine Project-in& buildings & vehicles livestock progress Total

$’000 $’000 $’000 $’000 $’000

Group

Cost

At 1 January 2001 23,973 60,426 1,866 728 86,993

Exchange adjustments – 771 – – 771

Additions 413 2,085 55 2,021 4,574

Disposals/write-offs – (1,648) (1,189) – (2,837)

Disposal of subsidiary companies (11) (1,176) – – (1,187)

At 31 December 2001 24,375 60,458 732 2,749 88,314

Depreciation

At 1 January 2001 10,381 43,737 1,209 – 55,327

Exchange adjustments – 439 – – 439

Charge for 2001 1,463 3,718 192 – 5,373

Disposals/write-offs – (1,422) (1,038) – (2,460)

Disposal of subsidiary companies (10) (1,110) – – (1,120)

At 31 December 2001 11,834 45,362 363 – 57,559

Charge for 2000 1,527 4,229 209 – 5,965

Net book value

At 31 December 2001 12,541 15,096 369 2,749 30,755

At 31 December 2000 13,592 16,689 657 728 31,666




11. Property, plant and equipment (cont’d)

Equipment,furniture & vehicles

$’000

Company

Cost

At 1 January 2001 2,092

Additions 148

Disposals/write-offs (320)

At 31 December 2001 1,920

Depreciation

At 1 January 2001 1,753

Charge for 2001 124

Disposals/write-offs (203)

At 31 December 2001 1,674

Charge for 2000 186

Net book value

At 31 December 2001 246

At 31 December 2000 339

12. Investment properties

Group2001 2000$’000 $’000

At valuation:

Freehold properties 16,768 17,198

Leasehold properties 154,580 167,096

171,348 184,294

All investment properties of the Group were stated at Directors’ valuation based on open market valuationat 31 December 2001 carried out by independent professional valuers.

The details of the Group’s investment properties are as follows:

Investment Tenure Independent Valuationproperties Description of land valuer date

Haw Par Glass Tower 8-storey office 99-year lease DTZ 31 December 2001178 Clemenceau building on a land from 2 June DebenhamAvenue area of 899 square 1970 Tie Leung (SEA)Singapore 239926 metres. The lettable Pte Ltd

area is 3,316 squaremetres.

Haw Par Centre 6-storey office 99-year lease DTZ 31 December 2001180 Clemenceau building on a land from 1 September DebenhamAvenue area of 2,464 square 1952 Tie Leung (SEA)Singapore 239922 metres. The lettable Pte Ltd

area is 10,251square metres.




12. Investment properties (cont’d)

Investment Tenure Independent Valuationproperties Description of land valuer date

Setron Building 8-storey industrial 60-year lease DTZ 31 December 200110 Dundee Road building on a land from 1 November DebenhamSingapore 149455 area of 6,567 square 1972 Tie Leung (SEA)

metres. The lettable Pte Ltdarea is 11,763square metres.

Haw Par Technocentre 7-storey industrial 99-year lease from DTZ 31 December 2001401 Commonwealth building on a land 1 March 1963 DebenhamDrive area of 8,131 square Tie Leung (SEA)Singapore 149598 metres. The lettable Pte Ltd

area is 15,722square metres.

Menara Haw Par 32-storey office Freehold M Nawawi 31 December 2001Lot 242, Jalan Sultan building on a land & CompanyIsmail, 50250 area of 2,321 squareKuala Lumpur metres. The lettableMalaysia area is 15,659

square metres.

Westlands Centre 3 units of office/ 999-year lease DTZ 31 December 2001Units 1405-1407 industrial space DebenhamWestlands Centre with a lettable Tie Leung Limited20 Westlands Road area of 475Quarry Bay square metres.Hong Kong

13. Subsidiary companies

Company2001 2000$’000 $’000

Ordinary shares:

Quoted, at cost 14,979 11,682

Unquoted, at cost 271,612 271,675

Unquoted, at Directors’ valuation

– 1977 3 3

– 1986 1,249 1,249

287,843 284,609

Provision for impairment (1,842) (1,842)

286,001 282,767

Advances to subsidiary companies 203,160 206,603

Advances from subsidiary companies (112,167) (87,658)

90,993 118,945

Total 376,994 401,712

Market value of quoted shares 113,252 88,449

Advances to or from subsidiary companies are unsecured and are not expected to be repaid within the next12 months. Certain advances to or from subsidiary companies bear interest at a range of 1.85% to 2.86%(2000: 2.00% to 2.92%) per annum.




14. Associated companies

Group Company2001 2000 2001 2000$’000 $’000 $’000 $’000

Unquoted, at cost:

Ordinary shares 4,898 4,898 4,818 4,818

Preference shares 11,199 11,199 – –

16,097 16,097 4,818 4,818

Share of post acquisition losses (10,390) (10,303) – –

5,707 5,794 4,818 4,818

15. Long term investments

Quoted, at cost:

Shares in corporations 277,932 274,711 – –

Non-equity investments 25,030 11,410 – –

302,962 286,121 – –

Unquoted, at cost:

Shares in corporations 26,538 27,437 12,371 12,821

Others 627 643 487 502

Provision for diminution in valueof shares in corporations (13,560) (13,560) – –

13,605 14,520 12,858 13,323

Long term loan 29,986 28,699 29,986 28,699

Total long term investments 346,553 329,340 42,844 42,022

Market value:

Shares in corporations 655,828 673,134 – –

Non-equity investments 26,725 11,943 – –

682,553 685,077 – –

Long term loan relates to a shareholder’s loan to a corporation in which the Group has a long term equityinterest. It bears interest at 1.5% (2000: 1.5%) per annum, is unsecured and is not expected to be repaidwithin the next 12 months.




16. Intangible assets

Goodwill on Deferredconsolidation Trademarks expenditure Total

$’000 $’000 $’000 $’000

Group

Balance at 1 January 2001, net ofaccumulated amortisation – 134 716 850

Exchange adjustments – (1) – (1)

Additions 478 36 17 531

Amortisation (19) (33) (240) (292)

Disposal of subsidiary company – (136) – (136)

Balance at 31 December 2001, net ofaccumulated amortisation 459 – 493 952

At 31 December 2001:

Cost 478 3,239 1,293 5,010

Less: Accumulated amortisation (19) (3,239) (800) (4,058)

Net book value 459 – 493 952

Company

Balance at 1 January and 31 December 2001,net of accumulated amortisation – – – –

At 31 December 2001:

Cost – 2,000 – 2,000

Less: Accumulated amortisation – (2,000) – (2,000)

Net book value – – – –

The Company and its wholly-owned subsidiary, Haw Par Brothers International (HK) Ltd (“HPBIHK”) own the“Tiger” (Cost: $2.0 million) and “Kwan Loong” (“Double Lion”) (Cost: HK$5.58 million) trademarks respectively.The Company and HPBIHK (together “the Licensors”), licensed to Haw Par Healthcare Limited (“HPH”), anothersubsidiary, the exclusive right to manufacture, distribute, market and sell “Tiger” and “Kwan Loong” productsworldwide until 31 December 2012. These licensing arrangements are renewable upon expiry for a furtherperiod of 25 years on terms to be mutually agreed between the Licensors and HPH.

17. Stocks and work-in-progress

Group2001 2000$’000 $’000

Manufacturing stocks 6,363 7,203

Finished stocks 3,213 5,176

Trading stocks 1,222 3,517

Stocks-in-transit 297 238

11,095 16,134

Stocks are stated after deducting provision for slow moving and obsolete stocks of 525 1,055

Analysis of provision for slow moving and obsolete stocks:

Balance at 1 January 1,055 1,315

Exchange adjustments (2) (61)

Amounts utilised (79) (67)

Amounts written back (24) (33)

Disposal of subsidiary companies (468) (198)

Charge to profit and loss accounts 43 99

Balance at 31 December 525 1,055




18. Debtors

Group Company2001 2000 2001 2000$’000 $’000 $’000 $’000

Trade debtors 19,562 24,969 – –

Provision for doubtful debts (i) (850) (1,031) – –

Net trade debtors 18,712 23,938 – –

Other debtors 2,173 8,561 53 243

Provision for doubtful debts (i) (12) (12) – –

Net other debtors (ii) 2,161 8,549 53 243

Total debtors 20,873 32,487 53 243

GroupTrade Others Trade Others2001 2001 2000 2000$’000 $’000 $’000 $’000

(i) Analysis of provision for doubtful debts:

Balance at 1 January 1,031 12 1,220 11

Exchange adjustments 30 – (7) –

Amounts utilised – – (43) –

Amounts written back (41) – (15) –

Charge to profit and loss accounts 91 – 155 1

Disposal of subsidiary companies (261) – (279) –

Balance at 31 December 850 12 1,031 12

Bad debts written off directlyto profit and loss accounts – – 4 –

Group Company2001 2000 2001 2000$’000 $’000 $’000 $’000

(ii) Net other debtors are further

analysed as follows:

Sundry debtors, prepayments and deposits 1,090 7,508 53 116

Interest receivable 1,040 721 – –

Amounts due from associated companies 31 320 – 127

2,161 8,549 53 243

Amounts due from associated companies are unsecured, interest-free and have no fixed terms of repayment.

19. Short term investments

Group2001 2000$’000 $’000

Quoted, at cost:

Shares in corporations 100,087 88,713

Non-equity investments 43,645 45,956

143,732 134,669




19. Short term investments (cont’d)

Group2001 2000$’000 $’000

Market value:

Shares in corporations 245,021 238,247

Non-equity investments 44,749 45,761

289,770 284,008

20. Creditors

Group Company2001 2000 2001 2000$’000 $’000 $’000 $’000

Trade creditors 6,319 6,450 60 60

Bills payable 1,421 1,005 – –

Accrued advertisement and promotion expenses 4,730 4,223 – –

Accrued interest expenses 743 1,495 532 1,327

Accrued construction costs 786 1,643 – –

Sundry accruals 6,547 7,352 1,130 1,134

Other creditors 4,814 4,528 82 284

Rental deposits 2,439 2,340 – –

Provision for closure costs of subsidiary companies – 2,000 – –

27,799 31,036 1,804 2,805

21. Short term borrowings

Unsecured:

2% Term Loan/Bonds 2001 – 98,042 – 98,042

Term loans 162,994 110,753 105,362 64,697

Trust receipts – 1,024 – –

162,994 209,819 105,362 162,739

The $95.0 million 2% Term Loan and $5.0 million Bonds 2001 together with 18,045,499 warrants wereissued pursuant to a Transferable Term Loan Facility and Subscription Agreement dated 18 April 1996 andmatured on 24 July 2001.

Interest on bank overdrafts and loans is payable at the prevailing bank prime and base lending rates andmoney market rates.

22. Deferred taxation

Group2001 2000$’000 $’000

Excess of net book value over tax written downvalue of property, plant and equipment 2,292 2,153

Unabsorbed tax losses – (333)

Others 837 633

3,129 2,453




23. Share capital

Group and Company2001 2000$’000 $’000

(a) Authorised:

300,000,000 ordinary shares of $1.00 each 300,000 300,000

(b) Issued and fully paid:

206,176,345 ordinary shares of $1.00 each

Balance at 1 January 189,688 188,811

Issued 15,760,819 (2000: 448,758) sharesby virtue of exercise of Warrants 2001 15,760 449

Issued 728,000 (2000: 427,500) shares by virtue of exercise of share options 728 428

Balance at 31 December 206,176 189,688

24. Professional fees

Professional fees of $nil (2000: $2,293) were paid by the Company and $36,038 (2000: $5,186) by theGroup to a firm of which one Director is a member.

25. Related party transactions

(a) The following were the significant intercompany transactions entered with subsidiary companies:

Company2001 2000$’000 $’000

Rental of premises paid (318) (318)

Management fees received/receivable 2,587 2,541

Royalty income received/receivable 769 797

(b) The Company is regarded by United Overseas Bank Limited (“UOB”) as an associated company. The UOBGroup of companies provides banking, fund management and other related services to the Company andits subsidiary companies. The following were the significant transactions between the Group and UOBGroup of companies during the financial year on normal commercial terms agreed by the parties concerned:

Group Company2001 2000 2001 2000$’000 $’000 $’000 $’000

Interest income earned from fixed deposits 1,946 2,211 5 7

Interest expenses paid on bank loans and overdrafts (4,899) (7,052) (3,415) (4,758)

Fund management fees (55) (86) – –

(c) Other transactions entered into by the Company with related parties are disclosed in notes 3, 4 and 24.




26. Contingent liabilities

Unsecured contingent liabilities relating to guarantees, claims and bills of exchange comprise:

Group Company2001 2000 2001 2000$’000 $’000 $’000 $’000

In respect of guarantees given to banksin connection with facilities granted to:

– subsidiary companies – – 57,829 46,694

– a corporation in which the Group hasa long term equity interest 7,160 8,660 7,160 8,660

In respect of other guarantees, claims andbills of exchange 628 841 – –

7,788 9,501 64,989 55,354

27. Commitments

Capital commitments authorisedand contracted but not provided for in the financial statements 544 200 – –

Capital commitment authorised butnot contracted and not provided forin the financial statements 146 214 – –

690 414 – –

Operating lease commitments

As a lessee

The Group leases certain offices, warehouses, and other premises under non-cancellable lease arrangements.Certain premises are further sub-leased to third parties under non-cancellable sub-lease agreements.

Group2001 2000$’000 $’000

Lease rental expense 2,090 2,125

Sub-lease rental income recognised in profit and loss accounts 482 494

Future minimum sub-lease income receivable 376 381

Future minimum rentals payable under non-cancellable leases

as of 31 December were as follows:

– Within one year 1,343 1,267

– Between one year and five years 2,169 2,599

– After five years 2,849 3,206

6,361 7,072




28. Cash and cash equivalents

Cash and cash equivalents included in the consolidated statement of cash flows comprised the followingbalance sheet amounts:

Group2001 2000$’000 $’000

Cash and bank balances 15,555 16,690

Deposits with banks and financial institutions 61,018 79,962

Trust receipts - unsecured – (1,024)

76,573 95,628

29. Employee benefits

Group Company2001 2000 2001 2000

(a) Number of employees at 31 December 491 577 33 38

Group Company2001 2000 2001 2000$’000 $’000 $’000 $’000

(b) Staff costs (including Executive Directors):

– salaries, bonuses and other costs 18,262 22,162 3,194 3,224

– Central Provident Fund and otherdefined contribution plans 1,981 1,846 304 243

(c) The Haw Par Corporation Group Executives’ Share Option Scheme (“the Scheme”) grants non-transferable options to selected employees. Options are granted for terms of 5 years to purchase theshares of the Company at an exercise price equivalent to the market price at the time of grant. Theoptions are exercisable beginning on the first anniversary from the date when the options are granted.

Information with respect to the number of options granted under the Scheme is as follows:

Company2001 2000

Outstanding at 1 January 1,039,000 1,099,500

Granted 369,000 457,000

Exercised (728,000) (427,500)

Cancelled (92,000) (90,000)

Outstanding at 31 December 588,000 1,039,000

Exercisable at 31 December 260,000 622,000

Details of share options granted during the financial year:

Expiry date 02.1.2006 27.1.2005

Exercise price $3.75 $2.65

Aggregate proceeds if shares are issued ($) 1,383,750 1,211,050




29. Employee benefits (cont’d)

Details of share options exercised during the financial year:

Number exercised

Exercise period Exercise price 2001 2000

17.4.1996 - 16.1.2000 $ 2.83 – 22,500

17.5.1997 - 16.2.2001 $ 3.46 95,000 100,000

13.5.1998 - 12.2.2002 $ 3.22 222,000 –

19.5.1999 - 18.2.2003 $ 1.86 7,000 164,000

16.4.2000 - 15.1.2004 $ 2.39 104,000 141,000

28.4.2001 - 27.1.2005 $ 2.65 300,000 –

Total number of shares issued 728,000 427,500

Aggregate proceeds of shares issued ($) 2,100,120 1,051,705

Terms of share options outstanding as at 31 December 2001:

Number NumberExercise period Exercise price outstanding exercisable

13.5.1998 - 12.2.2002 $ 3.22 80,000 80,000

19.5.1999 - 18.2.2003 $ 1.86 24,000 24,000

16.4.2000 - 15.1.2004 $ 2.39 57,000 57,000

28.4.2001 - 27.1.2005 $ 2.65 99,000 99,000

03.4.2002 - 02.1.2006 $ 3.75 328,000 –

Total number of shares 588,000 260,000

(d) Haw Par Healthcare Limited (“HPH”), a subsidiary of the Company, operates The Haw Par HealthcareGroup Executives’ Share Option Scheme (“the HPH Scheme”) which grants non-transferrable options toselected employees of the HPH Group. Options are granted for terms of 5 years to purchase the shares ofHPH at an exercise price equivalent to the market price at the time of grant. The options are exercisablebeginning on the first anniversary from the date when the options are granted.

Information with respect to the number of options granted under the HPH Scheme is as follows :

HPH2001 2000

Outstanding at 1 January 365,000 398,000

Granted 145,000 149,000

Exercised (153,000) (129,000)

Cancelled (102,000) (53,000)

Outstanding at 31 December 255,000 365,000

Exercisable at 31 December 110,000 228,000

Details of share options granted during the financial year:

Expiry date 02.1.2006 27.1.2005

Exercise price $ 1.77 $ 1.41

Aggregate proceeds if shares are issued ($) 256,650 210,090




29. Employee benefits (cont’d)

Details of share options exercised during the financial year:

Number exercised

Exercise period Exercise price 2001 2000

13.5.1998 - 12.2.2002 $1.74 63,000 –

19.5.1999 - 18.2.2003 $1.01 3,000 24,000

16.4.2000 - 15.1.2004 $1.12 3,000 105,000

28.4.2001 - 27.1.2005 $1.41 84,000 –

Total number of shares issued 153,000 129,000

Aggregate proceeds of shares issued ($) 234,450 141,840

Terms of share options outstanding as at 31 December 2001:

Number NumberExercise period Exercise price outstanding exercisable

13.5.1998 - 12.2.2002 $1.74 33,000 33,000

19.5.1999 - 18.2.2003 $1.01 12,000 12,000

16.4.2000 - 15.1.2004 $1.12 24,000 24,000

28.4.2001 - 27.1.2005 $1.41 41,000 41,000

03.4.2002 - 02.1.2006 $1.77 145,000 –

Total number of shares 255,000 110,000

30. Financial instruments

Financial risk management objectives and policies

The Group is exposed to price risk, including primarily changes in interest rates, currency exchange rates andmarket prices of securities, and uses certain derivatives and other measures to manage such risks.

Interest rate risk

Group operations are financed by a mixture of retained profits and bank borrowings. Cash surpluses arisingfrom operations, which are not redeployed as working capital, are invested in bank deposits and/orinvestments managed by professional fund managers.

The Group’s earnings are affected by changes in interest rates due to the impact those changes have on itsinterest income from bank deposits and interest-bearing non-equity investments, and its interest expensefrom bank borrowings.

The borrowing costs are managed by using a mixture of variable rate borrowings.

Foreign currency risk

The Group has transactional currency exposures, which arise from sales or purchases by subsidiary companiesin those other than their functional currency. Besides, the Group is also exposed to translational risks arisingfrom its foreign currency denominated assets. The principal currencies which the Group has exposure to areUS and Hong Kong dollars.

The Group manages its transactional exposure by a policy of matching, as far as possible, by receipts andpayments in each individual currency. The surplus of convertible currencies are either further matched withfuture foreign currency requirements or exchanged for Singapore dollars. The Group also uses short termforward contracts to hedge a portion of its future foreign exchange exposure.




30. Financial instruments (cont’d)

Foreign currency risk (cont’d)

The foreign currency exposure of the Group’s net investment in overseas subsidiary companies are managedunder the guidance of the Investment Committee. Certain assets are hedged through foreign currency loansto mitigate the exposure risk.

Market price risk

The Group has substantial investments of $490.3 million (2000: $464.0 million) held in various forms ofsecurities as of 31 December 2001. At end of 2001, the unrealised valuation stood at a healthy surplus ofapproximately $525.6 million (2000: $548.3 million).

The market risk associated with these investments is the potential loss in fair value resulting from the decreasein market prices of securities.

The Group’s investments are managed under the guidance of the Investment Committee.

Liquidity risk

As at 31 December 2001, the Group had available cash and short term deposits totalling to $76.6 million(2000: $96.7 million). In addition, the Group has available credit facilities of about $122.9 million.

The cash and deposits, together with the available credit facilities are expected to be sufficient to meet thefunding requirements of Group operations.

Credit risk

The Group’s maximum exposure to credit risk in the event that the counterparties fail to perform theirobligations as of 31 December 2001 in relation to each class of recognised financial assets, other thanderivatives, is the carrying amount of those assets as indicated in the balance sheet.

It is the Group’s policy to transact with creditworthy counterparties. In addition, the granting of materialcredit limits to counterparties is reviewed and approved by senior management. The Group does not expectto incur material credit losses on its financial assets or other financial instruments.

Concentrations of credit risk exist when changes in economic, industry or geographical factors similarlyaffect the group of counterparties whose aggregate credit exposure is significant in relation to the Group’stotal credit exposure. The Group’s portfolio of financial instruments is broadly diversified along industry,product and geographic lines, and transactions are entered into with diverse creditworthy counterparties,thereby mitigating any significant concentration of credit risk.

Fair values

The aggregate net fair values of financial assets and financial liabilities of the Group, which are not carried atfair value in the balance sheet, are presented in the following table as of 31 December.

Total carrying Aggregate netamount fair value

2001 2000 2001 2000$’000 $’000 $’000 $’000

Financial assets

Long term investments excludingunquoted equity shares* 333,595 315,483 683,556 687,684

Short term investments 143,732 134,669 289,770 284,008

* The carrying values of the unquoted equity investments held as long term investments are stated at cost of $12,958,000(2000: $13,857,000). The fair values of these investments are expected to be above their carrying values.

The carrying amounts of trade and other debtors, cash, deposits, trade and other creditors, short term borrowingsapproximate their fair values due to their short term nature.




31. Segmental reporting

(a) Business segments

Leisure CorporateHealthcare products Power Property and

products and services generation rental investments Eliminations Consolidated$’000 $’000 $’000 $’000 $’000 $’000 $’000

Revenue and expenses2001

Sales to externalcustomers 60,657 35,732 16,263 13,611 – – 126,263

Inter-segmentsales – – – 346 – (346) –

Other income 2,996 488 229 449 42,233 (15,265) 31,130

Total revenue 63,653 36,220 16,492 14,406 42,233 (15,611) 157,393

Segment results 16,422 9,452 21 8,573 41,003 (14,339) 61,132

Unallocated expenses (4,982)

Profit from operations 56,150

Finance costs (7,179)

Share of results of associated companies (94)

Exceptional items (1,732)

Taxation (13,225)

Minority interests (2,521)

Earnings for the year 31,399

Leisure Power CorporateHealthcare products generation Property and

products and services and IT rental investments Eliminations Consolidated$’000 $’000 $’000 $’000 $’000 $’000 $’000

Revenue and expenses2000

Sales to externalcustomers 58,635 37,420 48,270 13,795 – – 158,120

Inter-segmentsales – – 64 558 – (622) –

Other income 3,312 610 238 1,296 59,061 (26,215) 38,302

Total revenue 61,947 38,030 48,572 15,649 59,061 (26,837) 196,422

Segment results 16,863 9,275 604 10,225 52,041 (19,887) 69,121

Unallocated expenses (4,259)

Profit from operations 64,862

Finance costs (10,690)

Share of results of associated companies 643

Exceptional items (12,824)

Taxation (13,643)

Minority interests (2,979)

Earnings for the year 25,369




31. Segmental reporting (cont’d)

(a) Business segments (cont’d)



Assets and liabilities2001

Segment assets 132,063 31,466 5,604 175,616 623,355 (166,223) 801,881

Investment inassociatedcompanies – 1,039 – – 4,668 – 5,707

Total assets 132,063 32,505 5,604 175,616 628,023 (166,223) 807,588

Tax recoverable 10,721

Total assets per balance sheet 818,309

Segment liabilities 15,758 4,146 1,733 5,660 163,496 – 190,793

Taxation 6,315

Deferred taxation 3,129

Total liabilities per balance sheet 200,237

Assets and liabilities2000

Segment assets 125,287 48,817 11,938 192,347 558,716 (111,013) 826,092

Investment inassociatedcompanies – 1,039 – – 4,755 – 5,794

Total assets 125,287 49,856 11,938 192,347 563,471 (111,013) 831,886

Tax recoverable 12,383

Total assets per balance sheet 844,269

Segment liabilities 13,677 8,851 3,225 4,502 210,600 – 240,855

Taxation 12,222

Deferred taxation 2,453

Total liabilities per balance sheet 255,530




31. Segmental reporting (cont’d)

(a) Business segments (cont’d)



Other segment information2001

Capital expenditure 839 3,372 38 1,078 148 – 5,475

Depreciation 1,173 2,635 347 1,155 63 – 5,373

Amortisation 240 33 – – 19 – 292

Leisure Power CorporateHealthcare products generation Property and

products and services and IT rental investments Eliminations Consolidated$’000 $’000 $’000 $’000 $’000 $’000 $’000

Other segment information2000

Capital expenditure 822 1,140 154 1,264 217 (237) 3,360

Depreciation 1,260 2,745 706 1,130 124 – 5,965

Amortisation 240 57 – – – – 297

(b) Geographical segments

Other Asia OtherSingapore countries countries Eliminations Consolidated

$’000 $’000 $’000 $’000 $’000

2001

Sales to external customers 51,852 42,272 32,139 – 126,263

Other income 30,831 278 21 – 31,130

Total revenue 82,683 42,550 32,160 – 157,393

Segment assets 795,559 85,648 3 (73,622) 807,588

Capital expenditure 3,119 2,356 – – 5,475

2000

Sales to external customers 78,747 47,093 32,280 – 158,120

Other income/(losses) 41,444 (3,165) 23 – 38,302

Total revenue 120,191 43,928 32,303 – 196,422

Segment assets 809,191 91,445 6,875 (75,625) 831,886

Capital expenditure 3,268 92 – – 3,360




32. Statutory information required by paragraph 7 of the Ninth Schedule of the Companies Act, Cap. 50

Liabilities payable Debts payableby the Company to the Company

2001 2000 2001 2000$’000 $’000 $’000 $’000

Not later than 2 years 110,955 183,536 8,398 36,091

Later than 2 years and not later than 5 years 108,379 83,988 232,952 207,125

Later than 5 years – – – –

33. Subsidiary and associated companies

EffectiveCost to equity interest

Company held by GroupSubsidiary Country of Principal 2001 2000 2001 2000companies incorporation activities $’000 $’000 % %

Leisure products and services

Haw Par Leisure Singapore Investment 58,391 7,576 100.0 100.0Pte Ltd holding

Recreational Investment Singapore Liquidated in – 50,878 – 100.0(1992) Pte Ltd 2001

* Sports Services Ltd Singapore Investment holding – – 100.0 100.0

* Sovereign Marketing Singapore Investment holding – – 100.0 100.0Pte Ltd

* Jubedan Pte Ltd Singapore Investment holding – – 100.0 100.0

* South River Singapore Investment holding – – 100.0 100.0Development Pte Ltd

* Underwater World Singapore Investment holding – – 100.0 100.0International Pte Ltd

* Underwater World Singapore Owning & operating – – 100.0 100.0Singapore Pte Ltd oceanariums

* PGF International Pty. Australia Importation, assembly – – – 100.0Limited + and merchandising of(Disposed in 2001) golf clubs & accessories

* PGF New Zealand New Assembly & wholesale – – – 100.0Limited + Zealand marketing of golf clubs,(Disposed in 2001) bags, balls & accessories

* Haw Par Recreation Malaysia Management & – – 100.0 100.0(Malaysia) Sdn Bhd + operation of recreation

centres

* Lifestyle Sports Sdn Malaysia Dormant – – 100.0 100.0Bhd +

* S.M. Sports Sdn. Malaysia Dormant – – 100.0 100.0Bhd. +

* P.G.F. Golf Equipment Singapore Dormant – – 100.0 100.0(S.E.A.) Pte Ltd




33. Subsidiary and associated companies (cont’d)



Leisure products and services (cont’d)

* Haw Par Eng Aun Tong Singapore Dormant – – 100.0 100.0(Singapore) Pte Ltd

Underwater World Singapore Investment holding 200 200 100.0 100.0Attractions Pte Ltd

* Underwater World Thailand Investment holding – – 49.0** 49.0**(Thailand) Ltd +

* Underwater World Thailand Owning & – – 46.6** 46.6**Pattaya Ltd + operating oceanariums

* Spa Development Singapore Liquidated in 2001 – – – 100.0Pte Ltd

Healthcare products

Haw Par Healthcare Singapore Manufacturing, 14,979 11,682 77.6 75.1Limited marketing &

distributinghealthcare productsunder licence

* Drug Houses of Singapore Manufacturing, – – 77.6 75.1Australia (Asia) marketing &Pte Ltd distributing

pharmaceuticalproducts

* Tiger Balm (Malaysia) Malaysia Manufacturing, – – 77.6 75.1Sdn. Bhd. + marketing &

distributingpharmaceuticalproducts

* Haw Par Tiger Balm Thailand Marketing & – – 38.0** 36.8**(Thailand) Limited + distributing


* Haw Par Tiger Balm Philippines Marketing & – – 77.6 75.1(Philippines), Inc + distributing


* HPH Property Malaysia Dormant – – 77.6 75.1Sdn Bhd +

* Tiger Medicals Taiwan Marketing & – – 77.6 75.1(Taiwan) Ltd ++ distributing








Healthcare products (cont’d)

* Xiamen Tiger Medicals The People’s Manufacturing, – – 77.6 75.1Co., Ltd ++ Republic of marketing

China & distributingpharmaceuticalproducts

* PT Haw Par Healthcare Indonesia Manufacturing, – – 77.6 75.1Indonesia + marketing &


* Tiger Balm Kabushiki Japan Manufacturing, – – 46.6 45.1Kaisha # marketing &


* Haw Par Elder India Marketing & – – 46.6 45.1(India) Private Limited distributing pharma-(formerly known as ceutical productsHaw Par Medicals(India) Private Limited) +

* Drug Houses of Malaysia Dormant – – 77.6 75.1Australia, Far EastSdn. Bhd. +

* Regina Haw Par Singapore Liquidated – – – 37.6**Pte Ltd in 2001

* Kwan Loong Industries Malaysia Dormant – – 100.0 100.0Sdn. Bhd. +

* Kwan Loong Oils (HK) Hong Kong Dormant – – 100.0 100.0Ltd. +

Industrial products

Scott & English Limited Singapore Assembly of 1,249 1,249 100.0 100.0diesel engines &generator sets

* Haw Par Industries Singapore Assembly of – – 100.0 100.0Private Limited diesel engines &

generator sets

* Cumford Turbo Sales Singapore Assembly of – – 100.0 100.0& Service Pte Ltd diesel engines &

generator sets







Property

Haw Par Properties Singapore Property development 2,561 2,561 100.0 100.0(Singapore) Private including owningLimited & letting properties

Haw Par Centre Singapore Owning & letting – – 100.0 100.0Private Limited properties

* Sovereign Sports Hong Kong Owning & letting – – 100.0 100.0Limited + properties

Haw Par Land Malaysia Owning & letting 217 217 100.0 100.0(Malaysia) propertiesSdn. Bhd. +

Setron Limited Singapore Property development, 40,746 40,746 100.0 100.0including owning& letting properties

Haw Par Realty Singapore Dormant 2,827 2,827 100.0 100.0Private Limited

Head office/Investments

Haw Par Equities Singapore Investment & 10,000 10,000 100.0 100.0Pte Ltd dealing in securities

Haw Par Securities Singapore Investment & 4,449 4,449 100.0 100.0(Private) Limited dealing in securities

Pickwick Securities Singapore Investment 21,000 21,000 100.0 100.0Private Limited holding

Haw Par Investment Singapore Investment 25,000 25,000 100.0 100.0Holdings Private holdingLimited

* Haw Par International Hong Kong Investment & – – 100.0 100.0Limited + dealing in securities

* Haw Par Brothers Hong Kong Investment – – 100.0 100.0International (H.K.) holdingLimited +

Haw Par Hong Kong Hong Kong Investment – – 100.0 100.0Limited + holding

* Haw Par (Channel Channel Investment – – 100.0 100.0Islands) Limited + Islands holding

* Haw Par Tiger Balm Hong Kong Dormant – – 100.0 100.0(Hong Kong)Limited +

Haw Par Capital Singapore Investment 20,000 20,000 100.0 100.0Pte Ltd holding

Straits Maritime Singapore Investment & 80,000 80,000 100.0 100.0Leasing Private dealing in securitiesLimited & investment holding






Head office/Investments (cont’d)

Edco Equity Pte Ltd Singapore Dormant – – 100.0 100.0

M & G Maritime Singapore Investment & – – 100.0 100.0Services Pte. Ltd. dealing in securities

& investment holding

U S E Enterprises Singapore Investment holding 5,691 5,691 100.0 100.0Pte Ltd

Haw Par Trading Singapore Investment & – – 100.0 100.0Pte Ltd dealing in securities

& investment holding

Haw Par Countertrade Singapore Dormant 500 500 100.0 100.0Pte Ltd

Haw Par Management Philippines Dormant 2 2 100.0 100.0(Phil.), Inc. +

Haw Par (Australia) Australia Dormant 31 31 100.0 100.0Pty Limited +

287,843 284,609

Associated companies

* Brunswick Haw Par Singapore Dormant – – 50.0 50.0Holdings Pte Ltd

UIC Technologies Singapore Investment holding 4,818 4,818 40.0 40.0Pte Ltd

4,818 4,818

Notes

(i) Companies indicated with a (*) are indirectly held by Haw Par Corporation Limited.

(ii) Companies indicated with a (+) are audited by associated firms of Ernst & Young, Singapore.

(iii) Companies indicated with a (++) are audited by other firms.

(iv) The Group considers companies indicated with a (**) as subsidiary companies as the Group has thepower to cast the majority of the votes at the board meetings.

(v) All the above subsidiary companies operate in their respective countries of incorporation with theexception of Haw Par (Channel Islands) Limited which operates in Hong Kong.

(vi) Company indicated with a (#) is not required to be audited under the laws of its country of incorporation.

34. Comparative figures

Certain comparative figures have been restated so as to provide a proper comparison with currentyear’s presentation.

The comparative figures have been extended to take into account the requirements of the new/revisedSASs effective this financial year.



Information on Shareholdings as a t 2 Apr i l 2002

Analysis of Shareholdings

Authorised share capital : 300,000,000 ordinary shares of $1.00 eachIssued and fully paid : 206,276,345 ordinary shares of $1.00 each

No. of No. ofRange of Shareholdings Shareholders % Shares %

1 - 1,000 4,025 47.91 1,374,567 0.671,001 - 10,000 3,824 45.51 11,630,775 5.6410,001 - 1,000,000 542 6.45 19,854,037 9.621,000,001 and above 11 0.13 173,416,966 84.07

Total: 8,402 100.00 206,276,345 100.00

Twenty Largest Shareholders

No. Name No. of Shares %

1 Tye Hua Nominees (Pte) Ltd 88,882,691 43.092 Wee Investments Private Limited 19,325,843 9.373 HSBC (Singapore) Nominees Pte Ltd 15,561,745 7.544 DBS Nominees Pte Ltd 12,411,109 6.025 UOB Kay Hian Pte Ltd 11,274,291 5.476 Raffles Nominees Pte Ltd 8,364,214 4.057 DB Nominees (S) Pte Ltd 5,403,630 2.628 Citibank Nominees Singapore Pte Ltd 4,854,569 2.359 United Overseas Bank Nominees Pte Ltd 4,661,965 2.2610 Oversea - Chinese Bank Nominees Pte Ltd 1,374,660 0.6611 Kheng Ho Huat Company (Private) Ltd 1,300,137 0.6312 Overseas Union Bank Nominees Pte Ltd 769,571 0.3713 Phillip Securities Pte Ltd 746,457 0.3614 Lie Tjoei Tjoe 672,000 0.3315 NTUC Income Insurance Co-operative Limited 463,000 0.2216 Wang Jung Hsin 331,000 0.1617 Morgan Stanley Asia (Singapore) Securities Pte Ltd 330,300 0.1618 Singapore Warehouse Co Pte Ltd 300,000 0.1519 Tan Proprietary (Pte) Ltd 300,000 0.1520 Son Fong Meng 281,200 0.14

Total: 177,608,382 86.10

Substantial Shareholders

Name No. of Shares %

United Overseas Bank Limited 89,151,691 43.22Peter Cundill & Associates (Bermuda) Ltd 21,694,000 * 10.52Wee Cho Yaw 30,815,253 ** 14.94Wee Ee Lim 30,521,473 ** 14.80Wee Ee Cheong 30,312,753 ** 14.70Wee Ee Chao 30,312,753 ** 14.70Wee Investments Private Limited 19,325,843 9.37Universal Select Managers Fund 12,291,000 5.96Supreme Island Corporation 10,986,910 5.33

Notes

* Peter Cundill & Associates (Bermuda) Ltd (“PC&A”) is deemed to have an interest in the 12,291,000 shares held byUniversal Select Managers Fund (“Universal”). PC&A acts as investment counsel to Universal.

** Messrs Wee Cho Yaw, Wee Ee Cheong, Wee Ee Chao and Wee Ee Lim are deemed to have an interest in the19,325,843 shares held by Wee Investments Private Limited and 10,986,910 shares held by Supreme Island Corporation.


Management L ist ing

Corporate Office

• Hong HaiPresident &Chief Executive Officer

• Wee Ee LimDeputy President

• Chng Hwee HongExecutive Director &Chief Operating Officer

• Ong Sian HinGroup Financial Controller &Group Company Secretary

• Tarn Sien HaoDeputy General Manager(Corporate Development)

• Teo Thin YienGroup Internal Audit Manager

• Theresa YeoGroup Human Resource Manager

• Law Lan HuaGroup Finance Manager

• Soon Seow YenFinance Manager(Management Accounting)

Healthcare

• Han Ah KuanDirector & General Manager,Haw Par Healthcare Limited

• Ling Ming ChuanDirector & General Manager,Haw Par Healthcare Limited

• Danny Y K LowFinancial Controller,Haw Par Healthcare Limited

• Goh Bee LeongGeneral Manager,Drug Houses of Australia (Asia) Pte Ltd

• Tan Mui MuiDeputy General Manager(Product Development &Material Management),Haw Par Healthcare Limited

• Govindasamy AnnamalaiGeneral Manager,Haw Par Elder (India) Private Limited

• Adrian LeeManager,Tiger Balm (Malaysia) Sdn Bhd

• Tham Yuen HoiManager,Xiamen Tiger Medicals Co Ltd

Leisure

• Chng Hwee HongExecutive Director,Haw Par Leisure Pte Ltd

• Bruce MackayCuratorial Director,Underwater World International Pte Ltd

• Kwek Meng TiamOperations Director,Underwater World Singapore Pte Ltd

• Katherine Yuen Chi KwanFinancial Controller,Underwater World Singapore Pte Ltd

• David HongSenior Projects Manager,Underwater World Singapore Pte Ltd

• Ho Lee ChinGeneral Manager,Haw Par Recreation (M) Sdn Bhd

• Lim Li ChooAssistant Manager(Finance & Administration),Haw Par Leisure Pte Ltd


Management L ist ing

Power Generation

• Charles WeeActing General Manager/Financial Controller,Scott & English Limited

• Tan Kay LimAssistant General Manager,Scott & English Limited

• David LoiGeneral Sales Manager,Scott & English Limited

Property

• Wong Fook YuenProperty Manager,Haw Par Properties (Singapore)Private Limited

Investments

• Paul ChowSenior Investment Officer,Haw Par Securities(Private) Limited


Group Off ices

• Haw Par Tiger Balm(Thailand) Limited280 New RoadSamphanthawongBangkok 10100Thailand

• Haw Par Tiger Balm(Philippines), Incorported3rd Floor IDC BuildingE Rodriguez Jr AvenueBo. Ugong NorteLibis, Quezon CityPhilippines

• Haw Par Elder (India)Private LimitedC-9, Dalia Industrial EstateOff New Link RoadAndheri (W)Mumbai 400058India

• Tiger Medicals (Taiwan) Ltd5F, No. 167 Fu Hsing N. RoadTaipeiTaiwan, ROC

• Tiger Balm Kabushiki Kaisha5-12 Higashi-Kanda2-ChomeChiyoda-ku, TokyoJapan

Healthcare

• Haw Par Healthcare LimitedDrug Houses of Australia(Asia) Pte Ltd2 Chia Ping Road #09-00Haw Par Tiger Balm BuildingSingapore 619968Tel : 6265 2777Fax : 6265 4703

• Tiger Balm (Malaysia) Sdn BhdPLO 95 No.6Jalan Firma 1/1Tebrau Industrial Estate81100 Johor BahruMalaysiaTel : 07 354 9616Fax : 07 354 9630

• Xiamen Tiger Medicals Co., Ltd2/F No 17 Building,Yi Bin Road,Taiwan Industrial Estate,Huli District, Zipcode 361006,Xiamen, ChinaTel : 86 592 562 0201Fax : 86 592 562 0202

• PT Haw Par Healthcare IndonesiaJl. Pulogadung Raya No. 29Kawasan Industri PulogadungJakarta Timur 13920Indonesia

Corporate Office

• Haw Par Corporation Limited178 Clemenceau Avenue#08-00 Haw Par Glass TowerSingapore 239926Tel : 6337 9102Fax : 6336 9232


Group Off ices

Leisure

• Haw Par Leisure Pte Ltd178 Clemenceau Avenue#08-00 Haw Par Glass TowerSingapore 239926Tel : 6337 9102Fax : 6338 0543

• Underwater World SingaporePte Ltd80 Siloso Road, Sentosa,Singapore 098969Tel : 6275 0030Fax : 6275 0036Email : uwspl@underwaterworld.

com.sgURL : http://www.

underwaterworld.com.sg

• Haw Par Recreation (M) Sdn Bhd9th Floor, Menara Haw Par,Lot 242 Jalan Sultan Ismail,50250 Kuala Lumpur,MalaysiaTel : 03-2070 4799Fax : 03-2070 2788

Power Generation

• Scott & English Limited2 Sixth Lok Yang Road,Scott & English BuildingSingapore 628100Tel : 6265 5388Fax : 6264 1511Tlx : CDSNS RS 25559Email : [email protected]

• Scott & English Limited(Shanghai Representative Office)Room 2208 Jin Mao TowerNo 88 Century BoulevardPu Dong New AreaShanghai 200121People’s Republic of ChinaTel : 86-21-5047 0994Fax : 86-21-3878 0084Email : [email protected]

Property & Investments

• Haw Par Properties(Singapore) Private Limited

• Haw Par Securities(Private) Limited

178 Clemenceau Avenue#08-00 Haw Par Glass TowerSingapore 239926Tel : 6337 9102Fax : 6338 2573

• Haw Par Land (Malaysia) Sdn Bhd9th Floor, Menara Haw Par,Lot 242, Jalan Sultan Ismail50250, Kuala LumpurMalaysiaTel : 03-2070 1855Fax : 03-2070 6078

• Haw Par International LimitedUnited Overseas Bank Bldg,54-58 Des Voeux RoadCentral, Hong KongTel : 852-2842 5662Fax : 852-2810 5773


Addit ional Information on Majo r P roduc t s and Se rv i ces

Healthcare Products

• Tiger Brand ProductsTiger Balm,Tiger Balm Soft,Tiger Medicated Plaster,Tiger Indomethacin Plaster,Tiger Muscle Rub,Tiger Liniment,Balashin Sai,Tiger Headache Cure,Tiger Bath Salt,Tiger Mosquito Repellent

• Kwan Loong Brand ProductsKwan Loong Medicated OilKwan Loong Refresher

Ethical Products

• Analgesics/AntipyreticsBifen, Dhamol, Pacofen, Picapan

• Antacids & AntiulcerantsCementin, Dhalumag,Famotin, Magsil, Ulcertec, Zendhin

• AntiasthmaticsDhatalin, Dhatifen, Zenmolin

• AntibioticsAroxin, Cloxcin, Dhacillin,Dhatracin, Dhatrin, Erythro,Trizine, Wanmycin

• AntiplateletTipidin

• AntispasmodicsDhacopan

• AntidiarrhoealsDhamotil, Kaolin & Pectin,Loperamil

• AntifungalsGrisuvin, Ketozole

• Antihistamines/AntiallergicsChlormine, Chlorpheniramine,Rhiniramine

• AntiparkinsonismCardopar

• Antirheumatics &Anti-inflammatory AnalgesicsDifenac, Napan, Soden

• AntiviralsZoral

• AntihypertensivesCardium, Hypernol, Inpanol

• Corticosteroid Creams/Oral PreparationBetasone, Dermacort, Dhabesol,Dhacort, Dhasolone

• Cough & Cold PreparationsColinctus, Decofam, Dhacodine,Dhasedyl, Dhasedyl DM, Fedac,Fedac Compound, Procodin,Phenexpect, Phenexpect CD,Promethazine, Vasican,Dhacold, Paradrine

• DermatologicalsRegro (hair growth lotion),Dhalgesic Rub

• DiureticsFrusemide, Hydrochlorothiazide

• Anti-infectives withCorticosteroidsConazole

• LaxativesDhactulose, Liquid ParaffinCompound Emulsion

• Mouth/Throat PreparationsDequalinium, Pharynx,Glycerin Thymol Gargle

• AntidiabeticsGlibenclamide, Glipizide,Metformin, Tolbutamide

• Vitamins & MineralsCalcium Lactate, Energyn-T,Ferrous Fumarate, Folic Acid,Vitamin B Complex, Vitamin BForte, Vorange, Vitamin C

• Rehydration SaltsOral Rehydration Salts, Repalyte

• AntiemeticsDhaperazine, Dimenate, Doridone,Metoclopramide

• AntithyroidsPropylthiouracil

• Gout PreparationsAllopurinol

• Dietary SupplementGlucosamine Sulphate


Power Generation/General Engineering Products

• Cumford-Turbo (Singapore)Diesel Generator Sets

• Cummins (USA)Diesel Engines & Parts

• Perkins (UK)Diesel Engines & Parts

• Detroit (USA)Diesel Engines & Parts

• Deutz (Germany)Diesel Engines & Parts

• MTU (Germany)Diesel Engines & Parts

• MAN (Germany)Diesel Engines & Parts

• Fleetguard (USA)Filters

• Hospower (Singapore)Automotive & Diesel EngineAdditive

• Volvo Penta (Sweden)Diesel Engines &Parts Industrial & Marine

• Iveco (Italy)Diesel Engines & Parts

• John Deere (USA)Diesel Engines & Parts

• Marathon (USA)Alternators

• Leroy-Somer (France)Alternators

• Newage Stamford (UK)Alternators

• Mecc Alte (Italy)Alternators

• Stargen (Singapore)Diesel Generator Sets

• Minigen (Singapore)Diesel Generator Sets

Consumer Products

• Heatrae Sadia (UK)Instant Water Heaters &Hot Water Dispensers

• Crystal 118 (Malaysia)Instant Water Heaters

Leisure Facilities

• Family Entertainment BowlingCentres (Malaysia)Golden Bowl MelakaGolden Bowl PuchongGolden Bowl KlangGolden Bowl Seremban

• OceanariumsUnderwater World SingaporeDolphin LagoonUnderwater World Pattaya

Property

• Haw Par Centre180 Clemenceau AvenueSingapore 239922– commercial buildingsix-storey leasehold

• Haw Par Glass Tower178 Clemenceau AvenueSingapore 239926– commercial buildingeight-storey leasehold

• Haw Par Technocentre401 Commonwealth DriveSingapore 149598– industrial buildingseven-storey leasehold

Addit ional Information on Majo r P roduc t s and Se r v i ces

• Haw Par Tiger Balm Building*2 Chia Ping RoadSingapore 619968– industrial buildingnine-storey leasehold

• Scott & English Building*2 Sixth Lok Yang RoadSingapore 628100– industrial buildingthree-storey leasehold

• Setron Building10 Dundee RoadSingapore 149455– industrial buildingeight-storey leasehold

• Underwater World Singapore*80 Siloso Road,SentosaSingapore 098969– aquarium building leasehold

• Menara Haw ParLot 242, Jalan Sultan Ismail50250 Kuala Lumpur,Malaysia– commercial buildingthirty-two storey freehold

• Westlands CentreUnit 1405-1407Westlands Centre20 Westlands RoadQuarry Bay, Hong Kong– office & industrial units999-year lease

* Properties used by the operationsincluded in Fixed Assets.


Notice of Annual General Meet ing

Notice is hereby given that the Thirty-Third Annual General Meeting of the Company will be held at80 Raffles Place, 61st Storey, UOB Plaza 1, Singapore 048624 on 22 May 2002 at 2.15 p.m. (or immediatelyafter the conclusion of the Extraordinary General Meeting of the Company to be held at 2.00 p.m.on the same day and at the same place) for the purpose of considering and, if thought fit, passing thefollowing resolutions:

As Ordinary Business

Resolution 1 To receive and adopt the Directors’ Report and Audited Financial Statements for the financial yearended 31 December 2001 and the Auditor’s Report thereon.

Resolution 2 To declare a Second and Final Dividend of 10% less income tax for the financial year ended31 December 2001.

To re-appoint the following persons, who are retiring pursuant to Section 153(6) of the Companies Act, Cap. 50,as Directors of the Company to hold office until the next Annual General Meeting of the Company:

Resolution 3 Mr Lim Kee Ming

Resolution 4 Mr Wee Cho Yaw

To re-elect the following persons, who are retiring pursuant to Article 98 of the Company’s Articles of Association,as Directors of the Company:

Resolution 5 Mr Sat Pal Khattar

Resolution 6 Mr Wee Ee Lim

Resolution 7 To approve Directors’ fees of $144,800 for the financial year ended 31 December 2001 (2000:$160,000).

Resolution 8 To re-appoint Messrs Ernst & Young as Auditors of the Company for the ensuing year andauthorise the Directors to fix their remuneration.

As Special Business

Resolution 9 “That subject to and contingent upon the passing of Resolution 2 at the Extraordinary General Meetingof the Company to be held on 22 May 2002 at 2.00 p.m. at the same place as this meeting, pursuantto Section 161 of the Companies Act, Cap. 50 and the listing rules of the Singapore Exchange SecuritiesTrading Limited, approval be and is hereby given to the Directors to issue shares in the Company(whether by way of rights, bonus or otherwise) at any time and upon such terms and conditions andfor such purposes and to such persons as the Directors may in their absolute discretion deem fitprovided that the aggregate number of shares to be issued pursuant to this resolution shall notexceed 50 per cent of the issued share capital of the Company for the time being, of which theaggregate number of shares to be issued other than on a pro-rata basis to members of the Companyshall not exceed 20 per cent of the issued share capital of the Company for the time being.”

Resolution 10 “That pursuant to Section 161 of the Companies Act, Cap. 50, approval be and is hereby given to theDirectors to allot and issue from time to time such number of shares in the Company as may be requiredto be issued pursuant to the exercise of options under the Haw Par Corporation Group Executives’Share Option Scheme, provided that the aggregate number of shares to be issued pursuant to thisresolution shall not exceed 5 per cent of the issued share capital of the Company from time to time.”

Resolution 11 “That subject to and contingent upon the passing of Resolution 3 at the Extraordinary GeneralMeeting of the Company to be held on 22 May 2002 at 2.00 p.m. at the same place as thismeeting, pursuant to Section 161 of the Companies Act, Cap. 50, approval be and is hereby givento the Directors to allot and issue from time to time such number of shares in the Company as maybe required to be issued pursuant to the exercise of options under the Haw Par Corporation Group2002 Share Option Scheme (“the 2002 Scheme”), provided that the aggregate number of sharesto be issued pursuant to the 2002 Scheme shall not exceed 15 per cent of the issued share capitalof the Company from time to time.”


Closure of Books

Notice is hereby given that the Share Transfer Books and Register of Members of the Company will be closed from30 May 2002 to 31 May 2002, both dates inclusive. Duly completed transfers received by the Company’s ShareRegistrar up to 5.00 pm on 29 May 2002 will be registered to determine members’ entitlement to the proposedSecond and Final Dividend. The Second and Final Dividend, if approved, will be payable on 14 June 2002.

By Order of the Board

Ong Sian HinCompany Secretary

Singapore29 April 2002

Notes to Resolutions 2, 9, 10 and 11

Resolution 2 Together with the interim dividend of 5% less income tax paid on 30 August 2001, the total dividendfor the financial year ended 31 December 2001 would be 15% less income tax (2000: 15%).

Resolution 9 is to empower the Directors to issue shares in the Company, subject to the limits contained inthe resolution. This approval will expire at the conclusion of the next Annual General Meeting.The Directors would only issue shares under this resolution where they consider it appropriate andin the interest of the Company to do so.

Resolution 10 is to empower the Directors to allot and issue shares pursuant to the Haw Par Corporation GroupExecutives’ Share Option Scheme, which was approved at the Extraordinary General Meeting ofthe Company held on 15 August 1990. A copy of the Regulations of the Scheme is available forinspection by members during normal business hours at the registered office of the Companyat 178 Clemenceau Avenue, #08-00, Haw Par Glass Tower, Singapore 239926.

Resolution 11 is to empower the Directors to allot and issue shares pursuant to the 2002 Scheme, subject to andcontingent upon the passing of Resolution 3 at the Extraordinary General Meeting of the Companyto be held on 22 May 2002 at 2.00 p.m. at the same place as this meeting. A copy of theRegulations of the 2002 Scheme is available for inspection by members during normal businesshours at the registered office of the Company at 178 Clemenceau Avenue, #08-00, Haw Par GlassTower, Singapore 239926.

Notes

1. A member entitled to attend and vote at the meeting is entitled to appoint one or two proxies to attend and votein his/her stead. A proxy need not be a member of the Company.

2. To be effective, the Proxy Form must be deposited at the registered office of the Company at 178 Clemenceau Avenue,#08-00, Haw Par Glass Tower, Singapore 239926, not less than 48 hours before the time set for holding the meeting.

Notice of Annual General Meet ing


Important

1. For investors who have used their CPF monies to buyshares of Haw Par Corporation Limited, the annual reportis forwarded to them at the request of their CPF ApprovedNominees and is sent solely FOR INFORMATION ONLY.

2. This Proxy Form is not valid for use by CPF investorsand shall be ineffective for all intents and purposesif used or purported to be used by them.

Proxy Form

Number of shares heldScrip-basedScripless

HAW PAR CORPORATION LIMITED(Incorporated in the Republic of Singapore)

THIRTY-THIRD ANNUAL GENERAL MEETING(Before completing this form, please read the notes behind.)

I/We, (Name)

of (Address)

being a member/members of the Company, hereby appoint:

NAME ADDRESS NRIC/PASSPORT PROPORTION OFNO. SHAREHOLDINGS (%)

(a)

And/or (delete as appropriate)

(b)

as my/our proxy/proxies to attend and vote for me/us and on my/our behalf at the Thirty-Third Annual General Meetingof the Company to be held on 22 May 2002 at 2.15 p.m. (or immediately after the conclusion of the ExtraordinaryGeneral Meeting of the Company to be held at 2.00 p.m. on the same day and at the same place) and at anyadjournment thereof.

(Please indicate with a “X” in the spaces provided whether you wish your votes to be cast for or againstthe Resolutions. In the absence of specific directions, your proxy/proxies may vote or abstain as he/theymay think fit and as he/they will on any other matter arising at the Annual General Meeting.)

NO. RESOLUTION FOR AGAINST

Ordinary Business

1 Adoption of Financial Statements and Reports of theDirectors and Auditors

2 Declaration of Second and Final Dividend

3 Re-appointment – Mr Lim Kee Ming

4 Re-appointment – Mr Wee Cho Yaw

5 Re-election – Mr Sat Pal Khattar

6 Re-election – Mr Wee Ee Lim

7 Approval of Directors’ fees

8 Re-appointment of Ernst & Young as Auditors

Special Business

9 Authority to issue shares – Section 161 of the Companies Act, Cap. 50

10 Authority to issue shares – Haw Par Corporation Group Executives’ Share Option Scheme

11 Authority to issue shares – Haw Par Corporation Group 2002 Share Option Scheme

Dated this ________________day of _____________________________2002

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


Notes

1. Please insert at the top right hand corner of this Proxy Form the number of scrip-based shares in theCompany registered in your name in the Register of Members and the number of scripless shares in theCompany entered against your name in the Depository Register maintained by The Central Depository (Pte)Limited (“CDP”) in respect of the shares in your securities account with CDP. If no number is inserted,this Proxy Form shall be deemed to relate to all the shares held by you.

2. A member entitled to attend and vote at the meeting is entitled to appoint one or two proxy/proxiesto attend and vote in his/her stead. A proxy need not be a member of the Company.

3. A member is not entitled to appoint more than two proxies to attend and vote on his/her behalf. Wherea member appoints two proxies, the appointments shall be invalid unless he/she specifies the proportionof his/her shareholding (expressed as a percentage of the whole) to be represented by each proxy.

4. To be effective, this Proxy Form must be deposited at the registered office of the Company at 178 ClemenceauAvenue, #08-00, Haw Par Glass Tower, Singapore 239926, not less than 48 hours before the time set forholding the meeting.

5. This Proxy Form must be signed by the appointor or by his/her attorney. In the case of a corporation, this formmust be executed under its common seal or signed by its duly authorised attorney or officer. In the case ofjoint holders, all holders must sign this form.

6. Any alteration made in this Proxy Form should be initialled by the person who signs it.

7. The Company shall be entitled to reject this Proxy Form if it is incomplete, improperly completed orillegible or where the true intentions of the appointor is not ascertainable from the instructions of theappointor specified in the form. In the case of members whose shares are entered against their names in theDepository Register, the Company may reject any proxy form lodged if such members are not shown to havethe corresponding number of shares in the Company entered against their names in the Depository Registeras at 48 hours before the time set for holding the meeting or the adjourned meeting, as appropriate.

Proxy Form

haw par corporation limited

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