Summary of Certain Differences between and SUMMARY OF CERTAIN DIFFERENCES BETWEEN AND The combined financial statements and the pro forma consolidated financial information of our Group included in this offering document have been presented in accordance with, which differs in certain respects from US GAAP. Such differences involve methods for recognizing and measuring the amounts shown in financial statements, as well as different disclosure requirements. No attempt has been made to identify all disclosure, presentation or classification differences that would affect the manner in which transactions and events are presented in our combined financial statements or notes thereto. There has also been no attempt to identify all future relevant differences between and arising from prescribed changes in accounting standards and regulations, transactions or events that may occur in the future. Regulatory bodies that promulgate and have significant projects ongoing that could affect future comparisons such as this one. The effect of such differences may be, individually or in the aggregate, material. In making an investment decision, investors must rely upon their own examination and judgements of our Group, the terms of the Offering and our combined financial statements and must make their own judgements in assessing the financial information included in our combined financial statements. Potential investors should consult their own professional advisors for an understanding of the differences between and, and how these differences might affect the financial information herein. The following is a summary of certain differences between and relevant to our Group s combined financial statement. This summary should not be construed as being exhaustive. Reporting Entity The Securities and Futures (Offer of Investments) (Shares and Debentures) Regulations 2005 requires combined financial statements to be prepared and presented on the basis that any entities under common control transferred to the Group between the beginning of the three most recent completed financial years of the Group and the date of registration of the Prospectus with the Monetary Authority of Singapore, were a part of the Group for each of the relevant financial periods presented, from the time they were held and controlled, whether directly or indirectly, by a person who controls the Group. Under, historical financial statements of the Group are not retrospectively adjusted to take into account any transfer of entities under common control, unless the actual transfer occurs within a period in which the financial statements are being presented, in which case, the transfer would be effected from the beginning of that relevant period presented. Consequently, the entities that comprise the overall reporting entity under may be significantly different than the entities that are presented in the accompanying combined historical financial statements of the Group. Investment Property Prior to January 1, 2007, investment properties, which are not held with the intention of sale in the ordinary course of business, are stated at valuation. Any increase in value is credited to the revaluation reserve unless it offsets a previous decrease in value recognised in the income statement. A decrease in value is recognised in the income statement where it exceeds the increase previously recognised in the revaluation reserve. For financial periods beginning on or after January 1, 2007, investment property is property held to earn rental income or for capital appreciation, or both. Property held by a lessee under an operating lease may be classified as investment property if the definition of investment property otherwise is met and the lessee measures investment property at fair value. Investment property is initially recognized at cost. Subsequent to initial recognition, all investment property is measured using either the fair value model or the cost model. When the fair value model is chosen, changes in fair value are recognized in profit or loss. Disclosure of the fair value of an investment property is required, regardless of the measurement model used. For financial periods beginning on or after January 1, 2009, the definition of investment property also includes property that is being constructed or developed for future use as investment property. If an entity adopts the fair value model to measure its investment properties, but determines that the fair value of an investment property under 208
Summary of Certain Differences between and construction is not reliably determinable but expects the fair value of the property to be reliably determinable when construction is complete, it shall measure that investment property under construction at cost until either its fair value becomes reliably determinable or construction is completed (whichever is earlier). Under, there is no specific definition of investment property. Such property is classified as property, plant and equipment unless it meets the criteria to be classified as held for sale. Property held by a lessee under an operating lease cannot be recognized in the balance sheet. Any development costs incurred in relation to property held under an operating lease is recognized as prepayment in the balance sheet. Investment property is initially recognized at cost. Subsequent to initial recognition, all investment property is measured using the cost model. There is no requirement to disclose the fair value of an investment property. Investment properties, accounted for under, would also be reviewed for potential impairment at each reporting date (see section on Impairment of non-financial assets). Foreign Currency Translation and Transactions of the Group Under, the financial statements of all foreign operations are translated into the presentation currency using period-end, period-average and historical rates, respectively, for assets and liabilities, income and equity accounts. Exchange differences arising on translation are recorded in the currency translation reserve accounts. Under, the functional currency of each entity in the Group is determined. If the books and records are not maintained in the functional currency, all transactions denominated in a currency other than the functional currency are first re-measured into the functional currency before translating the financial statements of that entity into the currency used to present the financial statements ( reporting currency ). In the re-measurement process, monetary assets and liabilities are translated at the period-end exchange rate, non-monetary assets and liabilities are translated at historical exchange rates and income accounts are translated at period-average exchange rates. Exchange differences on re-measurement are recorded in the income statements. If the reporting currency differs from the functional currency, a further translation is required under. The functional currency financial statements are translated into the reporting currency using period-end, period-average and historical exchange rates, respectively, for assets and liabilities, income and equity accounts. Exchange differences arising on translation are recorded in the currency translation adjustment account. Impairment of Non-financial assets An entity shall review a non-financial asset for impairment at each reporting date whenever events or changes in circumstances indicate that the carrying amount may not be recovered. If any such indication exists, the entity shall estimate the recoverable amount of the asset. An asset is impaired when its carrying amount exceeds its recoverable amount. Impairment losses are recognized in profit or loss unless it reverses a previous revaluation that was credited to equity, in which case it is charged to equity. Firstly, such impairment losses recognized in respect of cash-generating units are allocated to reduce the carrying amount of any goodwill allocated to the units and then the remainder, if any are allocated to reduce the carrying amount of the other assets in the unit (group of units) on a pro-rata basis. The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or cash-generating unit. For assets other than goodwill, impairment losses recognized in prior periods are assessed at each reporting date for indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the 209
Summary of Certain Differences between and asset s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation and amortization, if no impairment loss had been recognized. An entity reviews long-lived assets and certain identifiable intangibles for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. Impairment of long-lived asset groups to be held and used are determined by a comparison of the carrying amount to the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset group. If an asset group is considered to be impaired, the impairment loss is measured as the amount by which the carrying amount of the long-lived assets exceeds their fair value which is determined by discounted cash flows or other acceptable valuation techniques. Reversal of impairment is prohibited. Leases A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership. A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards incidental to ownership. Whether a lease is a finance lease or an operating lease depends on the substance of the transaction rather than the form of the contract. Indicators of situations that individually or in combination would normally lead to a lease being classified as a finance lease are: (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) the lease transfers ownership of the asset to the lessee by the end of the lease term; the lessee has the option to purchase the asset at a price that is expected to be sufficiently lower than the fair value at the date the option becomes exercisable for it to be reasonably certain, at inception of the lease, that the option will be exercised; the lease term is for the major part of the economic life of the asset even if title is not transferred; at the inception of the lease, the present value of the minimum lease payments amounts to at least substantially all the fair value of the leased asset; the lease assets are of such a specialized nature that only the lessee can use them without major modifications; if the lessee can cancel the lease, the lessor s losses associated with the cancellation are borne by the lessee; gains or losses from the fluctuation in the fair value of the residual accrue to the lessee; and the lessee has the ability to continue the lease for a secondary period at a rent that is substantially lower than the market rent. At inception of a lease, if it meets one or more of the following criteria, the lease shall be classified as a capital lease by the lessee. Otherwise, it shall be classified as an operating lease. (i) (ii) (iii) (iv) The lease transfers ownership of the property to the lessee by end of the lease term. The lease contains a purchase option allowing the lessee, at his option, to purchase the leased property for a price which is sufficiently lower than the expected fair value of the property and at the date the option becomes exercisable that exercise of the option appears, at inception of the lease, to be reasonably assured. The lease term is equal to 75.0% or more of the estimated economic life of the leased property. The present value at the beginning of the lease term of the minimum lease payments equals or exceeds 90.0% of the excess of the fair value of the leased property to the lessor at the inception of the lease over any related investment tax credit retained by the lessor and expected to be realized. 210
Summary of Certain Differences between and Income Taxes Deferred tax is recognized using the balance sheet method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the following temporary differences: the initial recognition of goodwill, the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit, and differences relating to investments in subsidiaries and associates to the extent that they probably will not reverse in the foreseeable future. A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which temporary differences can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized. Deferred tax is measured based on the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax is classified as non-current in a balance sheet. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amounts of existing assets and liabilities in the financial statements and their respective tax bases, and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded for loss carryforwards and other deferred tax assets where it is more likely than not that such loss carryforwards and deferred tax assets will not be realized. Deferred taxes are classified on the balance sheet as current or non-current based on the classification of underlying asset or liability. Consolidation Under, consolidated financial statements should include all subsidiaries and in determining whether a parent/ subsidiary relationship exists, the focus is on the concept of the power to control. Control is the parent s ability to govern the financial and operating policies of a subsidiary to obtain benefits. Companies acquired (disposed of) are included in (excluded from) consolidation from the date on which control passes. Presently exercisable potential voting rights are also considered in determining whether to consolidate an entity. requires consolidation of special purpose entities, or SPEs, where the substance of the relationship indicates that an entity controls the SPE. Under, a dual consolidation decision model is required since the issuance of FASB Interpretation No. 46, Consolidation of Variable Interest Entities, or FIN 46, in January 2003, as amended by FIN 46-R in December 2003. All consolidation decisions (including the consolidation of Special Purpose Entities (SPEs)) should be evaluated under the variable interest and traditional consolidation models. Variable interest entities ( VIEs ) in which a parent does not have a controlling voting interest but the parent absorbs the majority of the VIE s expected losses or returns also must be consolidated. Since the introduction of FIN 46 more entities are subject to consolidation than under pre-existing consolidation guidance. Specific criteria exist for the transfer of financial assets to an SPE that is not consolidated. 211
Summary of Certain Differences between and Provision and Contingencies Provisions and contingencies are accrued when all the following conditions apply: (i) there is a present obligation (legal or constructive) as a result of a past event which occurred by balance sheet date; (ii) the expenditure is probable; and (iii) a reliable estimate of the expenditure can be made. The amount of the liability is measured as: (a) the best estimate of expenditure required to settle the obligation; and (b) the present value where the effect of time value of the future cash flows required to settle the obligation is material. When making the best estimate of the expenditure required to settle the obligation, where there is a continuous range of possibility outcomes, and each point in that range is as likely as any other, the midpoint of the range is used. An estimated loss from a loss contingency shall be accrued by a charge to income if both of the following conditions are met: (i) information available prior to issuance of the financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements. It is implicit in this condition that it must be probable that one or more future events will occur confirming the fact of the loss; and (ii) the amount of loss can be reasonably estimated. The amount of liability is measured as: (a) (b) amount best estimate of the possible loss or range of loss; and minimum in the range of loss if no best estimate can be made. Financial Instruments Financial instruments are classified in one of the following categories on initial recognition: at fair value through profit or loss; held-to-maturity investments; loans and receivables; available-for-sale financial assets; or other liabilities. Reclassifications of financial assets between the different categories are permitted only if certain criteria are met, and may not be allowed at all without tainting implications. A financial instrument may be designated upon initial recognition at fair value through profit or loss only if certain criteria are met. This designation is irrevocable and may be made only upon initial recognition. An entity can choose which, if any, of its financial assets and liabilities are to be designated into this category. Designation after initial recognition is prohibited. All financial instruments are measured initially at fair value plus directly attributable transaction costs, except when the instrument is classified as of fair value through profit or loss. Financial instruments at fair value through profit or loss are measured at fair value and all changes therein are recognised immediately in profit or loss. Changes in the fair value of available-for-sale financial assets are recognised in other comprehensive income, except that foreign exchange gains and losses on available-for-sale monetary items and impairment losses on all available-for-sale financial assets are recognised in profit or loss. has financial asset categories. However, these categories are only available for debt and marketable equity securities: held-for-trading; held-to-maturity investments; or available-for-sale. Similar to, reclassifications of financial assets between the different categories are permitted/required only if certain 212
Summary of Certain Differences between and criteria are met, and may not be allowed at all without tainting implications. However, the detailed requirements differ in certain respects from. Available-for-sale securities are measured at fair value although, unlike, this category applies only to investments in securities. Other financial assets generally are measured subsequent to initial recognition, at cost. Initial amount recognised for all financial instruments measured at fair value excludes transaction costs. Under, changes in the fair value of available-for-sale securities are recognised in other comprehensive income, however, the amount recognised in other comprehensive income includes foreign exchange gains and losses on available-for-sale securities that are monetary items. Impairment of Available-for-sale Investment A financial asset is reviewed for impairment if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flow of that asset. An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount, and the present value of the estimated future cash flows discounted at the original effective interest rate. An impairment loss in respect of an available-for-sale financial asset is calculated by reference to its current fair value. All impairment losses are recognized in the income statement. Any cumulative in respect of an available-for-sale financial asset recognized previously in equity is transferred to the income statement. An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognized. For financial assets measured at amortised cost and available-for-sale financial assets that are debt securities, the reversal is recognized in the income statement. Any available-for-sale financial asset that are equity securities, any subsequent increase in fair value is recognized directly in equity. Foreign exchange differences on available for sale monetary items, such as debt securities denominated in foreign currency, are recognized in net income to the extent that they relate to the translation of the amortized cost of security. A decline in fair value below the cost of an available for sale security is treated as a realized loss and included in earnings if it is considered other than temporary. The reduced fair value is then treated as the cost basis for the security. A decline in fair value is generally considered other than temporary when management does not intend or expect to hold the investment for sufficient time to enable the fair value to rise back to the original cost of the investment. Foreign exchange differences on available for sale securities denominated in foreign currency are excluded from earnings and recorded as part of the unrealized gain or loss included as a separate component of equity. Revenue Recognition Rental income receivable under operating leases is recognized in the income statement on a straight-line basis over the term of the lease, except where an alternative basis is more representative of the pattern of benefits to be derived from the leased asset. Revenue from service contracts is recognised in the income statement as and when services are rendered. Revenue from property development projects are recognised when the significant risks and rewards of ownership have been transferred to the buyer through either the transfer of legal title or an equitable interest in a property. Under, in cases where the Company is obliged to perform any significant acts after the transfer of legal title or an equitable interest, revenue is allowed to be recognised as the acts are performed based on a percentage of completion method. When the outcome of a property development project cannot be estimated reliably, contract revenue is recognized to the extent of contract costs incurred that are expected to be recovered. When it is probable 213
Summary of Certain Differences between and that total contract costs will exceed total contract revenue, the expected loss is recognized as an expense immediately. In, there is extensive guidance on revenue recognition specific to the industry and type of contract. Revenue from service contracts is recognised in the period that the service is rendered. However, revenue from services generally is recognised using the proportional performance or straight-line method rather than the percentage-of completion method. There is detailed guidance on accounting for sale of real estate. However, application of this guidance may result in revenue being recognised under any of the full accrual method, the installment method, the cost recovery method, percentage-of-completion method, or the deposit method, which is a broader range of possibilities than. 214