Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

OVERSEAS REGULATORY ANNOUNCEMENT

(This overseas regulatory announcement is issued pursuant to Rule 13.10(B) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.)

Please refer to the attached announcement on the next page.

As at the date of this announcement, the board of directors of Guoco Group Limited comprises Mr. KWEK Leng Hai as Executive Chairman; Mr. TANG Hong Cheong as President & CEO; Mr. KWEK Leng San as Non-executive Director; Mr. Roderic N. A. SAGE, Mr. David Michael NORMAN and Mr. Lester G. HUANG, SBS, JP as Independent Non-executive Directors.

FINANCIAL STATEMENTS AND RELATED ANNOUNCEMENT::FULL YEARLY RESULTS

Issuer & Securities

Issuer/ Manager

GUOCOLAND LIMITED

Securities

GUOCOLAND LIMITED - SG1R95002270 - F17

Stapled Security

No

Announcement Details

Announcement Title

Financial Statements and Related Announcement

Date &Time of Broadcast

24-Aug-2020 20:23:41

Status

New

Announcement Sub Title

Full Yearly Results

Announcement Reference

SG200824OTHRDX01

Submitted By (Co./ Ind. Name)

Mary Goh Swon Ping

Designation

Group Company Secretary

Description (Please provide a detailed description of the event in the box below - Refer to the Online help for the format)

Please refer to the attachments.

Additional Details

For Financial Period Ended

30/06/2020

Attachments

SGX-Jun2020_combined.pdf

SGX-News%20Release-24Aug20.pdf

Total size =2105K MB

HALF AND FULL YEAR FINANCIAL STATEMENT ANNOUNCEMENT FOR THE YEAR ENDED 30 JUNE 2020

1(a) An income statement (for the Group) together with a comparative statement for the corresponding period of the immediately preceding financial year.

Group

Group

Half Year Ended

Increase/

Full Year Ended

Increase/

30/06/2020

30/06/2019

(Decrease)

30/06/2020

30/06/2019

(Decrease)

S$'000

S$'000

%

S$'000

S$'000

%

Revenue

369,756

616,000

(40)

941,841

926,957

2

Cost of sales

(248,320)

(414,544)

(40)

(641,757)

(631,102)

2

Gross profit

121,436

201,456

(40)

300,084

295,855

1

Other income

146,646

220,503

(33)

162,618

238,798

(32)

Administrative expenses

(40,823)

(55,409)

(26)

(88,215)

(93,290)

(5)

Other expenses

(112,899)

(28,188)

N/M

(128,429)

(37,441)

N/M

Finance costs

(56,960)

(54,149)

5

(108,282)

(107,691)

1

Share of profit/(loss) of

associates and joint

ventures (net of tax)

13,888

(9,688)

N/M

20,922

12,789

64

Profit before tax

71,288

274,525

(74)

158,698

309,020

(49)

Tax expense

(50,697)

(23,827)

113

(68,652)

(21,404)

N/M

Profit for the

period/year

20,591

250,698

(92)

90,046

287,616

(69)

Profit attributable to:

Equity holders of the

Company

39,537

218,660

(82)

114,069

255,674

(55)

Non-controlling interests

(18,946)

32,038

N/M

(24,023)

31,942

N/M

20,591

250,698

(92)

90,046

287,616

(69)

N/M : Not meaningful.

Page 1

1(a)(i) Breakdown and explanatory notes to the income statement:-

Group

Group

Half Year Ended

Increase/

Full Year Ended

Increase/

30/06/2020

30/06/2019

(Decrease)

30/06/2020

30/06/2019

(Decrease)

S$'000

S$'000

%

S$'000

S$'000

%

Interest income

7,557

13,721

(45)

18,119

19,877

(9)

Allowance for

foreseeable loss on

development

properties

(4,739)

(1,035)

N/M

(4,725)

(1,035)

N/M

Depreciation of

property, plant and

equipment

(8,409)

(9,348)

(10)

(17,224)

(16,807)

2

Net fair value loss on

derivative financial

instruments

(51,506)

(21,505)

140

(65,475)

(25,988)

152

Net foreign exchange

gain

4,278

5,190

(18)

4,935

12,759

(61)

Net fair value

(loss)/gain on

investment properties

(8,275)

197,413

N/M

(8,275)

197,413

N/M

Gain on disposal of

interests in a

subsidiary

2,798

-

N/M

2,798

-

N/M

Gain/(Loss) on disposal

of property, plant and

equipment

126,221

(1)

N/M

126,157

(1)

N/M

Impairment loss on

investment in a joint

venture

(47,000)

-

N/M

(47,000)

-

N/M

N/M : Not meaningful.

Page 2

1(b)(i) A statement of financial position (for the issuer and Group), together with a comparative statement as at the end of the immediately preceding financial year.

Group

Company

As At

As At

30/06/2020

30/06/2019

30/06/2020

30/06/2019

S$'000

S$'000

S$'000

S$'000

Non-current assets

Property, plant and equipment

488,538

592,263

-

-

Investment properties

4,917,019

4,877,319

-

-

Subsidiaries

-

-

2,135,935

2,215,738

Associates and joint ventures

529,648

543,969

-

-

Other receivables, including derivatives

911

891

-

-

Deferred tax assets

24,250

29,795

-

-

5,960,366

6,044,237

2,135,935

2,215,738

Current assets

Inventories

3,922,646

2,982,227

-

-

Contract assets

40,755

35,113

-

-

Trade and other receivables, including

derivatives

202,044

146,154

1

3

Cash and cash equivalents

933,892

823,718

167

214

Assets held for sale

78,852

-

-

-

5,178,189

3,987,212

168

217

Total assets

11,138,555

10,031,449

2,136,103

2,215,955

Equity

Share capital

1,926,053

1,926,053

1,926,053

1,926,053

Reserves

1,925,371

1,899,645

178,665

258,598

Equity attributable to ordinary equity

holders of the Company

3,851,424

3,825,698

2,104,718

2,184,651

Perpetual securities

406,492

405,949

-

-

4,257,916

4,231,647

2,104,718

2,184,651

Non-controlling interests

503,434

410,866

-

-

Total equity

4,761,350

4,642,513

2,104,718

2,184,651

Non-current liabilities

Other payables, including derivatives

746,779

610,771

30,352

30,352

Loans and borrowings

4,541,806

4,204,356

-

-

Deferred tax liabilities

37,517

22,874

-

-

5,326,102

4,838,001

30,352

30,352

Current liabilities

Trade and other payables, including

derivatives

247,114

204,033

1,033

903

Contract liabilities

20,173

21,171

-

-

Loans and borrowings

723,443

285,440

-

-

Current tax liabilities

60,373

40,291

-

49

1,051,103

550,935

1,033

952

Total liabilities

6,377,205

5,388,936

31,385

31,304

Total equity and liabilities

11,138,555

10,031,449

2,136,103

2,215,955

Page 3

(b)(ii) Aggregate amount of Group's borrowings and debt securities.

Amount repayable in one year or less, or on demand

As at 30/06/2020 (S$'000)

As at 30/06/2019 (S$'000)

Secured

Unsecured

Secured

Unsecured

316,021

407,422

45,376

240,064

Amount repayable after one year

As at 30/06/2020 (S$'000)

As at 30/06/2019 (S$'000)

Secured

Unsecured

Secured

Unsecured

3,666,504

875,302

3,326,625

877,731

Details of any collateral

The Group's assets pledged/mortgaged to secure loan facilities granted to the Group are as follows:-

Group

As At

30/06/2020

30/06/2019

S$'000

S$'000

At carrying amounts:-

Property, plant and equipment

470,533

480,671

Investment properties

4,284,596

4,244,548

Inventories

2,955,183

1,799,882

Assets held for sale

78,852

-

Page 4

1(c) A cash flow statement (for the Group), together with a comparative statement for the corresponding period of the immediately preceding financial year.

Group

Group

Half Year Ended

Full Year Ended

30/06/2020

30/06/2019

30/06/2020

30/06/2019

S$'000

S$'000

S$'000

S$'000

Cash flows from operating activities

Profit before tax

71,288

274,525

158,698

309,020

Adjustments for:-

Allowance for foreseeable loss on

development properties

4,739

1,035

4,725

1,035

(Write-back)/Credit loss allowance on trade

and other receivables

(108)

775

223

775

Depreciation of property, plant and

equipment

8,409

9,348

17,224

16,807

Finance costs

56,960

54,149

108,282

107,691

Gain on disposal of interests in a

subsidiary

(2,798)

-

(2,798)

-

(Gain)/Loss on disposal of property, plant

and equipment

(126,221)

1

(126,157)

1

Impairment loss on investment in a joint

venture

47,000

-

47,000

-

Interest income

(7,557)

(13,721)

(18,119)

(19,877)

Net fair value loss on derivative financial

instruments

51,506

21,505

65,475

25,988

Net fair value loss/(gain) from investment

properties

8,275

(197,413)

8,275

(197,413)

Share of (profit)/loss of associates and joint

ventures (net of tax)

(13,888)

9,688

(20,922)

(12,789)

Share-based payments

1,086

1,282

2,387

2,622

Unrealised exchange loss/(gain)

2,888

(446)

(982)

(5,464)

101,579

160,728

243,311

228,396

Changes in:-

Inventories

31,626

(181,722)

(891,273)

(140,096)

Deposits for land

-

28,774

-

-

Contract assets

(36,824)

6,145

(5,886)

155,993

Trade and other receivables

27,163

(11,510)

(82,651)

161,955

Trade and other payables

13,386

(33,538)

40,889

(48,003)

Contract liabilities

935

(3,708)

(965)

(11,987)

Balances with holding companies and

related corporations

(44,617)

3,472

(8,616)

3,203

Cash generated from/(used in) operating

activities

93,248

(31,359)

(705,191)

349,461

Tax paid

(21,250)

(7,673)

(26,677)

(27,993)

Net cash from/(used in) operating

activities

71,998

(39,032)

(731,868)

321,468

Page 5

Cash flows from investing activities Additions to investment properties Additions to property, plant and equipment Balances with associates and joint ventures Capital reduction of a joint venture Dividends received from associates and joint

ventures

Increase in share capital of subsidiaries with non-controlling interests

Interest received

Proceeds from disposal of property, plant and equipment

Net cash from/(used in) investing activities

Cash flows from financing activities Capital reduction of a subsidiary with non-

controlling interests Dividends paid

Dividends paid to non-controlling interests Distribution payment for perpetual securities (Increase)/Decrease in fixed deposits pledged Interest paid

Proceeds from loans and borrowings Proceeds from loans from non-controlling

interests

Repayment of loans and borrowings

Net cash (used in)/from financing activities

Net increase/(decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of the period/year

Exchange differences on translation of balances held in foreign currencies

Cash and cash equivalents at end of the period/year

Group

Group

Half Year Ended

Full Year Ended

30/06/2020

30/06/2019

30/06/2020

30/06/2019

S$'000

S$'000

S$'000

S$'000

(14,293)

(34,028)

(81,466)

(42,017)

(560)

(2,788)

(2,452)

(7,957)

1,164

(90,686)

(3,669)

(112,971)

-

-

-

281,293

250

826

29,268

162,875

13,033

-

68,404

-

5,075

10,594

13,102

16,783

214,766

-

214,777

-

219,435

(116,082)

237,964

298,006

-

-

-

(258)

-

-

(77,684)

(77,684)

(19)

-

(1,492)

(1,749)

(9,275)

(9,276)

(18,400)

(18,299)

(702)

(554)

3,680

(435)

(95,324)

(87,506)

(167,877)

(156,111)

545,271

288,839

1,573,287

1,543,923

9,330

6,207

98,973

17,655

(501,509)

(429,954)

(805,257)

(1,968,820)

(52,228)

(232,244)

605,230

(661,778)

239,205

(387,358)

111,326

(42,304)

679,967

1,200,999

808,874

870,340

3,521

(4,767)

2,493

(19,162)

922,693

808,874

922,693

808,874

For the purpose of the consolidated statement of cash flows, cash and cash equivalents exclude cash collaterals and are presented net of bank overdrafts repayable on demand.

For the half year ended 30 June 2020, net cash generated from operating activities was $72.0 million as compared to $39.0 million used in the previous corresponding period. Net cash from investing activities of $219.4 million was mainly from the sale of Guoman Hotel in Shanghai. For financing activities, net cash of $52.2 million was used mainly for repayment of loans and interest payments during the period.

For the financial year ended 30 June 2020, operating activities used cash of $731.9 million mainly for new land acquisitions, as compared to cash generated of $321.5 million in the previous financial year. Net cash from investing activities in the current financial year of $238.0 million was mainly from the sale of Guoman Hotel. Meanwhile, net cash from financing activities of $605.2 million was mainly from loans and borrowings for new land acquisitions during the year.

Page 6

1(d)

Consolidated Statement of Comprehensive Income

Group

Group

Half Year Ended

Increase/

Full Year Ended

Increase/

30/06/2020

30/06/2019

(Decrease)

30/06/2020

30/06/2019

(Decrease)

S$'000

S$'000

%

S$'000

S$'000

%

Profit for the period/year

20,591

250,698

(92)

90,046

287,616

(69)

Other comprehensive

income

Items that are or may be

reclassified subsequently

to profit or loss:

Translation differences

relating to financial

statements of foreign

subsidiaries, associates

and joint ventures

21,530

(28,721)

N/M

6,670

(117,400)

N/M

Translation differences of

subsidiaries reclassified to

profit or loss upon

disposal

(49)

-

N/M

(49)

-

N/M

Effective portion of changes

in fair value of cash flow

hedges

(2,778)

228

N/M

607

2,407

(75)

Effective portion of changes

in fair value of net

investment hedges

(5,788)

1,774

N/M

(1,652)

6,763

N/M

Total other comprehensive income for the period/year, net of tax

Total comprehensive income for the period/year, net of tax

Attributable to:

Equity holders of the

Company

Non-controlling interests

Total comprehensive income for the period/year, net of tax

12,915

(26,719)

N/M

5,576

(108,230)

N/M

33,506

223,979

(85)

95,622

179,386

(47)

49,901

194,904

(74)

119,966

160,969

(25)

(16,395)

29,075

NM

(24,344)

18,417

N/M

33,506

223,979

(85)

95,622

179,386

(47)

N/M: Not meaningful.

Page 7

1(e)(i) A statement (for the issuer and Group) showing either (i) all changes in equity or (ii) changes in equity other than those arising from capitalisation issues and distributions to shareholders, together with a comparative statement for the corresponding period of the immediately preceding financial year.

Statement of Changes in Equity for the Full Year ended 30 June 2020 and 30 June 2019

Attributable to ordinary equity holders

of the Company

Total

Non-

Share

Other

Accumulated

Ordinary

Perpetual

Controlling

Total

Capital

Reserves*

Profits

Equity

Securities

Total

Interests

Equity

S$'000

S$'000

S$'000

S$'000

S$'000

S$'000

S$'000

S$'000

Group

At 1 July 2019

1,926,053

(230,300)

2,129,945

3,825,698

405,949

4,231,647

410,866

4,642,513

Total comprehensive income for the year

Profit for the year

-

-

114,069

114,069

-

114,069

(24,023)

90,046

Other comprehensive income

Items that are or may be reclassified subsequently to

profit or loss:-

Translation differences relating to financial statements of

foreign subsidiaries, associates and joint ventures

-

6,483

-

6,483

-

6,483

187

6,670

Translation differences of subsidiaries reclassified to

profit or loss upon disposal

-

459

-

459

-

459

(508)

(49)

Effective portion of changes in fair value of cash flow

hedges

-

607

-

607

-

607

-

607

Effective portion of changes in fair value of net

investment hedges

-

(1,652)

-

(1,652)

-

(1,652)

-

(1,652)

Total other comprehensive income, net of tax

-

5,897

-

5,897

-

5,897

(321)

5,576

Total comprehensive income for the year, net of tax

Transactions with equity holders, recorded directly in equity

Contributions by and distributions to equity holders Accrued distribution for perpetual securities Distribution payment for perpetual securities Dividends

Capitalisation of shareholder's loan from non-controlling interests

Capital contributions from non-controlling interests Share-based payments

Total contributions by and distributions to equity holders

Total transactions with equity holders At 30 June 2020

-

5,897

114,069

119,966

-

119,966

(24,344)

95,622

-

-

(18,943)

(18,943)

18,943

-

-

-

-

-

-

-

(18,400)

(18,400)

-

(18,400)

-

-

(77,684)

(77,684)

-

(77,684)

(1,492)

(79,176)

-

-

-

-

-

-

50,000

50,000

-

-

-

-

-

-

68,404

68,404

-

2,387

-

2,387

-

2,387

-

2,387

-

2,387

(96,627)

(94,240)

543

(93,697)

116,912

23,215

-

2,387

(96,627)

(94,240)

543

(93,697)

116,912

23,215

1,926,053

(222,016)

2,147,387

3,851,424

406,492

4,257,916

503,434

4,761,350

* Include reserve for own shares, share option reserve, capital reserve, translation reserve, revaluation reserve, merger reserve and hedging reserve.

Page 8

Attributable to ordinary equity holders

of the Company

Total

Non-

Share

Other

Accumulated

Ordinary

Perpetual

Controlling

Total

Capital

Reserves*

Profits

Equity

Securities

Total

Interests

Equity

S$'000

S$'000

S$'000

S$'000

S$'000

S$'000

S$'000

S$'000

Group

At 1 July 2018

1,926,053

(138,217)

1,971,227

3,759,063

404,976

4,164,039

394,456

4,558,495

Total comprehensive income for the year

Profit for the year

-

-

255,674

255,674

-

255,674

31,942

287,616

Other comprehensive income

Items that are or may be reclassified subsequently to

profit or loss:-

Translation differences relating to financial statements of

foreign subsidiaries, associates and joint ventures

-

(103,875)

-

(103,875)

-

(103,875)

(13,525)

(117,400)

Effective portion of changes in fair value of cash flow

hedges

-

2,407

-

2,407

-

2,407

-

2,407

Effective portion of changes in fair value of net

investment hedges

-

6,763

-

6,763

-

6,763

-

6,763

Total other comprehensive income, net of tax

-

(94,705)

-

(94,705)

-

(94,705)

(13,525)

(108,230)

Total comprehensive income for the year, net of tax

-

(94,705)

255,674

160,969

-

160,969

18,417

179,386

Transactions with equity holders, recorded directly in

equity

Contributions by and distributions to equity holders

Accrued distribution for perpetual securities

-

-

(19,272)

(19,272)

19,272

-

-

-

Distribution payment for perpetual securities

-

-

-

-

(18,299)

(18,299)

-

(18,299)

Dividends

-

-

(77,684)

(77,684)

-

(77,684)

(1,749)

(79,433)

Capital reduction of a subsidiary with non-controlling

interests

-

-

-

-

-

-

(258)

(258)

Share-based payments

-

2,622

-

2,622

-

2,622

-

2,622

Total contributions by and distributions to equity

holders

-

2,622

(96,956)

(94,334)

973

(93,361)

(2,007)

(95,368)

Total transactions with equity holders

-

2,622

(96,956)

(94,334)

973

(93,361)

(2,007)

(95,368)

At 30 June 2019

1,926,053

(230,300)

2,129,945

3,825,698

405,949

4,231,647

410,866

4,642,513

* Include reserve for own shares, share option reserve, capital reserve, translation reserve, revaluation reserve, merger reserve and hedging reserve.

Page 9

Share

Other

Accumulated

Total

Capital

Reserves*

Profits

Equity

S$'000

S$'000

S$'000

S$'000

Company

At 1 July 2019

1,926,053

(158,015)

416,613

2,184,651

Loss for the year

-

-

(4,636)

(4,636)

Total comprehensive income for the year

-

-

(4,636)

(4,636)

Transactions with equity holders, recorded directly in equity

Contributions by and distributions to equity holders

Dividends

-

-

(77,684)

(77,684)

Share-based payments

-

2,387

-

2,387

Total contributions by and distributions to equity holders

-

2,387

(77,684)

(75,297)

Total transactions with equity holders

-

2,387

(77,684)

(75,297)

At 30 June 2020

1,926,053

(155,628)

334,293

2,104,718

Company

At 1 July 2018

1,926,053

(160,637)

180,952

1,946,368

Profit for the year

-

-

313,345

313,345

Total comprehensive income for the year

-

-

313,345

313,345

Transactions with equity holders, recorded directly in equity

Contributions by and distributions to equity holders

Dividends

-

-

(77,684)

(77,684)

Share-based payments

-

2,622

-

2,622

Total contributions by and distributions to equity holders

-

2,622

(77,684)

(75,062)

Total transactions with equity holders

-

2,622

(77,684)

(75,062)

At 30 June 2019

1,926,053

(158,015)

416,613

2,184,651

  • Include reserve for own shares, share option reserve and capital reserve.

Page 10

Statement of Changes in Equity for the Half Year ended 30 June 2020 and 30 June 2019

Attributable to ordinary equity holders

of the Company

Total

Non-

Share

Other

Accumulated

Ordinary

Perpetual

Controlling

Total

Capital

Reserves*

Profits

Equity

Securities

Total

Interests

Equity

S$'000

S$'000

S$'000

S$'000

S$'000

S$'000

S$'000

S$'000

Group

At 1 January 2020

1,926,053

(233,466)

2,117,247

3,809,834

406,370

4,216,204

470,997

4,687,201

Total comprehensive income for the period

Profit for the period

-

-

39,537

39,537

-

39,537

(18,946)

20,591

Other comprehensive income

Items that are or may be reclassified subsequently to

profit or loss:-

Translation differences relating to financial statements of

foreign subsidiaries, associates and joint ventures

-

18,471

-

18,471

-

18,471

3,059

21,530

Translation differences of subsidiaries reclassified to

profit or loss upon disposal

-

459

-

459

-

459

(508)

(49)

Effective portion of changes in fair value of cash flow

hedges

-

(2,778)

-

(2,778)

-

(2,778)

-

(2,778)

Effective portion of changes in fair value of net

investment hedges

-

(5,788)

-

(5,788)

-

(5,788)

-

(5,788)

Total other comprehensive income, net of tax

-

10,364

-

10,364

-

10,364

2,551

12,915

Total comprehensive income for the period, net of tax

Transactions with equity holders, recorded directly in equity

Contributions by and distributions to equity holders Accrued distribution for perpetual securities Distribution payment for perpetual securities Dividends

Capitalisation of shareholder's loan from non-controlling interests

Capital contributions from non-controlling interests Share-based payments

Total contributions by and distributions to equity holders

Total transactions with equity holders At 30 June 2020

-

10,364

39,537

49,901

-

49,901

(16,395)

33,506

-

-

(9,397)

(9,397)

9,397

-

-

-

-

-

-

-

(9,275)

(9,275)

-

(9,275)

-

-

-

-

-

-

(19)

(19)

-

-

-

-

-

-

35,818

35,818

-

-

-

-

-

-

13,033

13,033

-

1,086

-

1,086

-

1,086

-

1,086

-

1,086

(9,397)

(8,311)

122

(8,189)

48,832

40,643

-

1,086

(9,397)

(8,311)

122

(8,189)

48,832

40,643

1,926,053

(222,016)

2,147,387

3,851,424

406,492

4,257,916

503,434

4,761,350

* Include reserve for own shares, share option reserve, capital reserve, translation reserve, revaluation reserve, merger reserve and hedging reserve.

Page 11

Attributable to ordinary equity holders

of the Company

Total

Non-

Share

Other

Accumulated

Ordinary

Perpetual

Controlling

Total

Capital

Reserves*

Profits

Equity

Securities

Total

Interests

Equity

S$'000

S$'000

S$'000

S$'000

S$'000

S$'000

S$'000

S$'000

Group

At 1 January 2019

1,926,053

(207,826)

1,921,102

3,639,329

405,408

4,044,737

381,791

4,426,528

Total comprehensive income for the period

Profit for the period

-

-

218,660

218,660

-

218,660

32,038

250,698

Other comprehensive income

Items that are or may be reclassified subsequently to

profit or loss:-

Translation differences relating to financial statements of

foreign subsidiaries, associates and joint ventures

-

(25,758)

-

(25,758)

-

(25,758)

(2,963)

(28,721)

Effective portion of changes in fair value of cash flow

hedges

-

228

-

228

-

228

-

228

Effective portion of changes in fair value of net

investment hedges

-

1,774

-

1,774

-

1,774

-

1,774

Total other comprehensive income, net of tax

-

(23,756)

-

(23,756)

-

(23,756)

(2,963)

(26,719)

Total comprehensive income for the period, net of tax

-

(23,756)

218,660

194,904

-

194,904

29,075

223,979

Transactions with equity holders, recorded directly in

equity

Contributions by and distributions to equity holders

Accrued distribution for perpetual securities

-

-

(9,817)

(9,817)

9,817

-

-

-

Distribution payment for perpetual securities

-

-

-

-

(9,276)

(9,276)

-

(9,276)

Share-based payments

-

1,282

-

1,282

-

1,282

-

1,282

Total contributions by and distributions to equity

holders

-

1,282

(9,817)

(8,535)

541

(7,994)

-

(7,994)

Total transactions with equity holders

-

1,282

(9,817)

(8,535)

541

(7,994)

-

(7,994)

At 30 June 2019

1,926,053

(230,300)

2,129,945

3,825,698

405,949

4,231,647

410,866

4,642,513

* Include reserve for own shares, share option reserve, capital reserve, translation reserve, revaluation reserve, merger reserve and hedging reserve.

Page 12

Share

Other

Accumulated

Total

Capital

Reserves*

Profits

Equity

S$'000

S$'000

S$'000

S$'000

Company

At 1 January 2020

1,926,053

(156,714)

337,426

2,106,765

Loss for the period

-

-

(3,133)

(3,133)

Total comprehensive income for the period

-

-

(3,133)

(3,133)

Transactions with equity holders, recorded directly in equity

Contributions by and distributions to equity holders

Share-based payments

-

1,086

-

1,086

Total contributions by and distributions to equity holders

-

1,086

-

1,086

Total transactions with equity holders

-

1,086

-

1,086

At 30 June 2020

1,926,053

(155,628)

334,293

2,104,718

Company

At 1 January 2019

1,926,053

(159,297)

252,952

2,019,708

Profit for the period

-

-

163,661

163,661

Total comprehensive income for the period

-

-

163,661

163,661

Transactions with equity holders, recorded directly in equity

Contributions by and distributions to equity holders

Share-based payments

-

1,282

-

1,282

Total contributions by and distribution to equity holders

-

1,282

-

1,282

Total transactions with equity holders

-

1,282

-

1,282

At 30 June 2019

1,926,053

(158,015)

416,613

2,184,651

  • Include reserve for own shares, share option reserve and capital reserve.

Page 13

1(e)(ii) Details of any changes in the Company's share capital arising from rights issue, bonus issue, share buy-backs, exercise of share options or warrants, conversion of other issues of equity securities, issue of shares for cash or as consideration for acquisition or for any other purpose since the end of the previous period reported on. State also the number of shares that may be issued on conversion of all the outstanding convertibles as at the end of the current financial period reported on and as at the end of the corresponding period of the immediately preceding financial year. State the total number of issued shares excluding treasury shares as at the end of the current financial period and as at the end of the immediately preceding year. A statement showing all sales, transfers, disposal, cancellation and/or use of treasury shares as at the end of the current financial period reported on.

  1. Issued and fully paid ordinary shares (S$'000):-

At 1 January and 30 June 2020

1,926,053

  1. GuocoLand Limited Executive Share Scheme 2018 (ESS):-

No. of share options

2020

2019

At 1 January

37,900,000

38,700,000

Lapsed

-

(800,000)

At 30 June

37,900,000

37,900,000

As At

30/06/2020

30/06/2019

(c)

No. of issued ordinary shares

1,183,373,276

1,183,373,276

Less : No. of shares acquired by the Trust for ESS

(73,604,933)

(73,604,933)

1,109,768,343

1,109,768,343

  1. No. of shares acquired by the Trust for ESS:-

At 1 July 2019 and 30 June 2020

73,604,933

Page 14

  1. Whether the figures have been audited or reviewed and in accordance with which auditing standard or practice.
    The figures for the financial year ended 30 June 2020 have been audited by the Company's auditors.
  2. Where the figures have been audited or reviewed, the auditors' report (including any qualifications or emphasis of a matter).
    The auditors' report with respect to the Group's financial statements for the year ended 30 June 2020 is attached.
  3. Whether the same accounting policies and methods of computation as in the issuer's most recently audited annual financial statements have been applied.
    Except as disclosed in Item 5 below, the Group has applied the same accounting policies and methods of computation in the financial statements for the current financial year as those applied in the most recently audited financial statements of the Group for the financial year ended 30 June 2019.
  4. If there are any changes in the accounting policies and methods of computation, including any required by an accounting standard, what has changed, as well as the reasons for, and the effect of, the change.
    The Group has applied the same accounting policies and methods of computation in the financial statements for the current financial year as that of the audited financial statements for the year ended 30 June 2019, except for the adoption of new/revised SFRS(I) applicable for the financial period beginning 1 July 2019 as follows:-
    • SFRS(I) 16 Leases
    • SFRS(I) INT 23 Uncertainty over Income Tax Treatments
    • Long-termInterests in Associates and Joint Ventures (Amendments to SFRS(I) 1-28)
    • Income Tax Consequence of Payments on Financial Instruments Classified as Equity (Amendments to SFRS(I) 1-12)

SFRS(I) 16

SFRS(I) 16 introduces a single, on-balance sheet lease accounting model for lessees. A lessee recognises a right-of-use asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments. There are recognition exemptions for short-term leases and leases of low-value items. Lessor accounting remains similar to the current standard - i.e. lessors continue to classify leases as finance or operating leases.

The Group applied SFRS(I) 16 on 1 July 2019, using the modified retrospective approach. Therefore, the cumulative effect of adopting SFRS(I) 16 will be recognised as an adjustment to the opening balance of retained earnings at 1 July 2019, with no restatement of comparative information. The Group applied the practical expedient to grandfather the definition of a lease on transition and accordingly SFRS(I) 16 will be applied to these lease contracts.

The adoption of SFRS(I) 16 did not have a material effect on the financial statements of the Group.

Page 15

6. Earnings per ordinary share of the Group for the current financial period reported on and the corresponding period of the immediately preceding financial year, after deducting any provision for preference dividends.

Group

Group

Half Year Ended

Full Year Ended

30/06/2020

30/06/2019

30/06/2020

30/06/2019

Earnings per ordinary share for the period/year based on the Group's profit attributable to equity holders of the Company*:-

  1. Based on weighted average number

of ordinary shares in issue after

adjusting for the shares held by the

Trust for ESS (cents)

2.72

18.82

8.57

21.30

Weighted average number of

ordinary shares ('000)

1,109,768

1,109,768

1,109,768

1,109,768

(b) On a fully diluted basis (cents)

2.72

18.82

8.57

21.30

Weighted average number of

ordinary shares ('000)

1,109,768

1,109,768

1,109,768

1,109,768

  • After deducting accrued distribution for perpetual securities for the half and full year ended 30 June 2020 of $9,397,000 (2019: $9,817,000) and $18,943,000 (2019: $19,272,000) respectively.

7. Net asset value (for the issuer and Group) per ordinary share based on issued share capital of the issuer at the end of the:-

  1. current financial period reported on; and
  2. immediately preceding financial year.

Group

Company

As At

As At

30/06/2020

30/06/2019

30/06/2020

30/06/2019

S$

S$

S$

S$

Net asset value per ordinary share based

on existing issued share capital after

adjusting for the shares held by the Trust

for ESS

3.47

3.45

1.90

1.97

Page 16

8. A review of the performance of the Group, to the extent necessary for a reasonable understanding of the Group's business. It must include a discussion of the following:-

  1. any significant factors that affected the turnover, costs and earnings of the Group for the current financial period reported on, including (where applicable) seasonal or cyclical factors; and
  2. any material factors that affected the cash flow, working capital, assets or liabilities of the Group during the current financial period reported on.
  1. Income statement
    Half Year Ended 30 June 2020
    For the half year ended 30 June 2020, revenue and gross profit for the Group decreased by 40% to $369.8 million and $121.4 million respectively, as compared to the previous corresponding period. The Coronavirus Disease 2019 ("COVID-19") pandemic has impacted the sales momentum and construction progress of the Group's development projects in the second half of the financial year. The decrease in performance was mainly due to lower contribution from the residential projects in Singapore. Whilst revenue from the Group's investment properties decreased by approximately 4%, revenue from the hotel business fell by more than 65% as compared to the previous corresponding period. Gross profit margin for the Group remained stable at approximately 33%.
    In line with the lower sales activities, administrative expenses fell by 26% to $40.8 million. Meanwhile, other income decreased by 33% to $146.6 million. In 2019, a net fair value gain on investment properties of $197.4 million was recorded. In the current period, it was a net fair value loss on investment properties of $8.3 million. The independent valuation reports have highlighted estimation uncertainty arising from the COVID-19 pandemic, a higher degree of caution should be exercised when relying upon the valuation. The valuations are based on the information available as at the date of valuation and values may change significantly and unexpectedly over a short period of time. The drop in the fair value gain was partially offset by the gain from the sale of Guoman Hotel in Shanghai in the current period; which was also the main reason for the increase in tax expense. Tax expenses for the half year included tax on disposal gain in China at 25% as well as adjustment for non-deductible items relating to unrealised impairment and fair value losses.
    Other expenses increased by $84.7 million to $112.9 million for the half year ended 30 June 2020, partly due to the higher fair value losses on the interest rate swaps to hedge floating interest rate. In addition, in view of the economic uncertainties ahead, the Group recorded an impairment loss of $47 million on its joint venture investment in EcoWorld International Berhad ("EWI") during the period due to the uncertain market conditions in the United Kingdom and Australia.
    Overall, the Group's profit attributable to equity holders of the Company decreased by 82% to $39.5 million for the half year ended 30 June 2020.
    Full Year Ended 30 June 2020
    For the full year ended 30 June 2020, the Group's revenue and gross profit increased marginally to $941.8 million and $300.1 million respectively, as compared to the last financial year. Whilst revenue from the Group's property development business has increased by approximately 5%, revenue from investment properties decreased marginally and revenue from hotels fell by close to 30%.
    Other income decreased by 32% to $162.6 million due to the absence of fair value gain on investment properties in the current year, but the drop was partially offset by the gain from the sale of Guoman Hotel in Shanghai. Mainly due to the gain on disposal of Guoman Hotel, tax expense increased by $47.2 million to $68.7 million for the financial year. Meanwhile, other expenses increased by $91.0 million to $128.4 million mainly due to the impairment loss provided on the
    Group's joint venture investment and the higher fair value losses on the interest rate swaps. Current year's taxes included tax on disposal gain in China at 25% as well as adjustment for non-deductible items relating to unrealised impairment and fair value losses.
    Consequently, profit attributable to equity holders of the Company decreased by 55% to $114.1 million for the full year ended 30 June 2020.

Page 17

    1. Statement of financial position
      The Group's total equity, excluding non-controlling interests, was $4.3 billion as at 30 June 2020. This was a slight increase of 1% as compared to 30 June 2019 as profit recorded for the year was partially offset by dividends payment of $77.7 million during the year.
      As at 30 June 2020, property, plant and equipment fell by 18% to $488.5 million mainly due to the sale of Guoman Hotel in Shanghai during the year. Meanwhile, a conditional sale and purchase agreement was entered to dispose an office building known as Menara Guoco in Malaysia for a consideration of RM242.1 million in March 2020. Accordingly, this building has been reclassified from investment properties to assets held for sale as at 30 June 2020.
      Inventories increased by 32% to $3.9 billion mainly due to the acquisition of a site at Tan Quee Lan Street ("Tan Quee Lan Site") in Singapore during the year. Meanwhile, non-current other payables increased by 22% to $746.8 million mainly due to contributions by the Group's joint venture partners for their equity interests in the Tan Quee Lan Site, as represented by amounts due to non-controlling interests.
      Total loans and borrowings increased by 17% as compared to 30 June 2020 mainly due to the financing of new land acquisitions. As at 30 June 2020, the Group's gearing is at approximately one time.
  1. Where a forecast, or a prospect statement, has been previously disclosed to shareholders, any variance between it and the actual results.
    No forecast has been previously disclosed to shareholders.
  2. A commentary at the date of the announcement of the significant trends and competitive conditions of the industry in which the Group operates and any known factors or events that may affect the Group in the next reporting period and the next 12 months.
    Latest real estate statistics released by the Urban Redevelopment Authority in Singapore showed that overall private residential price index increased by 0.3% quarter-on-quarter in the 2nd quarter of 2020, compared with the 1.0% decrease in the previous quarter. Prices of non-landed residential properties in the Core Central Region and Outside Central Region increased by 2.7% and 0.1% respectively, while prices in the Rest of Central Region decreased by 1.7%, from the previous quarter. As part of the circuit breaker measures to curb the spread of COVID-19, showflats were closed and property viewings disallowed from 7 April to 18 June.
    According to official data from the National Bureau of Statistics of China, new home prices across the 70 biggest cities in China rose 0.5% month-on-month and 4.8% year-on-year in July 2020. In Chongqing, prices increased by 0.5% month-on-month and 4.6% year-on-year in July 2020.
    The Group is paying close attention to the COVID-19 situation and its impact on the Group's property development and investment activities. Construction of the Group's ongoing development projects in
    Singapore, China and Malaysia have resumed. We will proactively manage our business to build a resilient and sustainable business for the long term. This includes provision of a safe business and work environment for our clients, business partners and employees, greater use of technology to ensure business continuity and diversification of our supply chains. Additional measures adopted include active containment of costs, management of cashflow, further streamlining of processes and reconfiguring our sales and marketing approach.

Page 18

11. Dividend

  1. Current Financial Period Reported On

Name of Dividend

Proposed First and Final One-Tier Exempt Ordinary Dividend

Dividend Type

Cash

Dividend Amount Per

6 cents

Share (in cents)

  1. Corresponding Period of the Immediately Preceding Financial Year

Name of Dividend

Proposed First and Final One-Tier Exempt Ordinary Dividend

Dividend Type

Cash

Dividend Amount Per

7 cents

Share (in cents)

  1. Date payable
    The proposed first and final one-tier exempt ordinary dividend of 6 cents per share in respect of the financial year ended 30 June 2020, if approved at the Annual General Meeting to be held on 23 October 2020, will be paid on 19 November 2020.
  2. Books closure date
    Notice is hereby given that subject to shareholders approving the declaration of a first and final one-tier exempt ordinary dividend, the Transfer Books and Register of Members of the Company will be closed on 2 November 2020, for the preparation of dividend warrants. Duly completed transfers should reach the office of the Company's Registrar, B.A.C.S. Private Limited, at 8
    Robinson Road #03-00 ASO Building, Singapore 048544, not later than 5.00 p.m. on 30 October 2020. In respect of shares in securities accounts with The Central Depository (Pte) Limited
    ("CDP"), the said dividends will be paid by the Company to CDP which will in turn distribute the dividend entitlements to holders of ordinary shares in accordance with its practice.

Page 19

12. Segmented revenue and results for business or geographical segments (of the Group) in the form presented in the issuer's most recently audited annual financial statements, with comparative information for the immediately preceding year.

Business Segment

GuocoLand

GuocoLand

GuocoLand

GuocoLand

Singapore

China

Malaysia

Vietnam

Others

Sub-Total

Unallocated

Total

S$'000

S$'000

S$'000

S$'000

S$'000

S$'000

S$'000

S$'000

2020

Revenue

External revenue

756,027

3,399

123,864

7,039

51,482

941,811

30

941,841

Results

Segment profit/(loss) before tax

Share of profit of associates and joint ventures (net of tax)

Impairment loss

Interest income

Finance costs

Profit/(loss) before tax

Tax (expense)/credit

Profit/(loss) for the year

2019 Revenue

External revenue

Results

Segment profit/(loss) before tax

Share of profit/(loss) of associates and joint ventures (net of tax)

Interest income

Finance costs

Profit/(loss) before tax

Tax (expense)/credit

Profit/(loss) for the year

183,149

(21,802)

18,093

1,760

105,237

286,437

(11,498)

274,939

-

1,673

286

-

18,963

20,922

-

20,922

-

-

-

-

(47,000)

(47,000)

-

(47,000)

4,498

3,080

1,281

860

750

10,469

7,650

18,119

(70,558)

-

(10,457)

-

(10,365)

(91,380)

(16,902)

(108,282)

117,089

(17,049)

9,203

2,620

67,585

179,448

(20,750)

158,698

(21,684)

3,563

(11,941)

(1,975)

(31,425)

(63,462)

(5,190)

(68,652)

95,405

(13,486)

(2,738)

645

36,160

115,986

(25,940)

90,046

716,542

3,721

114,530

19,178

72,956

926,927

30

926,957

383,974

2,226

12,063

7,127

(9,643)

395,747

(11,702)

384,045

(1,600)

7,933

2,393

-

4,063

12,789

-

12,789

4,886

2,712

1,909

449

857

10,813

9,064

19,877

(63,258)

(1,151)

(16,684)

-

(6,322)

(87,415)

(20,276)

(107,691)

324,002

11,720

(319)

7,576

(11,045)

331,934

(22,914)

309,020

(18,833)

7,153

(2,687)

(1,861)

(1,647)

(17,875)

(3,529)

(21,404)

305,169

18,873

(3,006)

5,715

(12,692)

314,059

(26,443)

287,616

Page 20

  1. In the review of performance, the factors leading to any material changes in contributions to turnover and earnings by the business or geographical segments.
    For the current financial year ended 30 June 2020, GuocoLand Singapore segment continues to be the key contributor of the Group's revenue, with contribution of approximately 80%. Comparing with the previous financial year, revenue increased by 6% to $756.0 million. Due to the absence of fair value gain on investment properties in current financial year, profit for the year decreased by 69% to $95.4 million.
    GuocoLand China segment recorded a loss for the year of $13.5 million as compared to a profit of $18.9 million in the previous financial year. This was mainly because completed projects in China were substantially sold in prior years and new projects are under construction and not launched in the year.
    GuocoLand Malaysia segment's revenue increased by 8% to $123.9 million in the current financial year mainly due to the disposal of a land parcel located in the Mukim and District of Jasin, Melaka. However, the segment recorded a loss for the year of $2.7 million, although it was an improvement of close to 10% as compared to the previous financial year. The loss for the year was mainly due to additional tax provided during the year in relation to prior years. Meanwhile, as GuocoLand Vietnam segment has substantially brought down its inventory in last financial year, revenue and profit for the current financial year decreased to $7.0 million and $0.6 million respectively.
    Included in the Others segment are the performance of the hotels and EWI. Revenue from hotels fell by close to 30% to $51.5 million for the year. Profit for the year for the Others segment was $36.2 million as compared to a loss of $12.7 million in the previous financial year. This was mainly due to the gain from the sale of Guoman Hotel in Shanghai, but partially offset by the impairment loss provided for the investment in EWI in view of the economic uncertainties.
  2. A breakdown of sales.

Group

Full Year Ended

Increase/

30/06/2020

30/06/2019

(Decrease)

S$'000

S$'000

%

(a)

Revenue for first half year

572,085

310,957

84

(b)

Profit after tax but before deducting non-controlling

interests for first half year

69,455

36,918

88

(c)

Revenue for second half year

369,756

616,000

(40)

  1. Profit after tax but before deducting non-controlling

interests for second half year

20,591

250,698

(92)

15. A breakdown of the total annual dividend (in dollar value) for the issuer's latest full year and its previous full year.

Group

Full Year Ended 30/06/2020 30/06/2019

S$'000 S$'000

Ordinary dividends paid in respect of previous financial years

77,684

77,684

16. Interested Person Transactions

The Company does not have a shareholders' mandate for interested person transactions.

Page 21

  1. Confirmation Pursuant to Rule 720(1) of the Listing Manual
    GuocoLand Limited confirms that undertakings under Rule 720(1) have been obtained from all its directors and executive officers in the format set out in Appendix 7.7.
  2. Disclosure of person occupying a managerial position in the issuer or any of its principal subsidiaries who is a relative of a director or chief executive officer or substantial shareholder of the issuer.
    Pursuant to Rule 704(13) of the Listing Manual of the Singapore Exchange Securities Trading Limited,
    GuocoLand Limited (the "Company") confirms that there is no person occupying a managerial position in the Company or in any of its principal subsidiaries who is a relative of the director, chief executive officer or substantial shareholder of the Company.
  3. Disclosure on Acquisitions and Realisations Pursuant to Rule 706A
    Pursuant to Rule 706A of the Listing Manual of the Singapore Exchange Securities Trading Limited, the Company had made the following announcements relating to acquisitions and realisations made by the Group during the financial year ended 30 June 2020:
    Acquisitions
    1. 26 July 2019 The incorporation of a wholly-owned subsidiary, GuocoLand China Holding Pte. Ltd.
    2. 18 Sept 2019 The incorporation of indirect subsidiaries, MTG Apartments Pte. Ltd. and MTG Retail Pte. Ltd.
    3. 12 March 2020 The establishment of a new subsidiary, Chongqing Xin Hao Ren Real Estate
      Development Co., Ltd in the People's Republic of China.

Realisations

  1. 6 August 2019 The commencement of members' voluntary liquidation of Waterline
    Development Pte. Ltd.
  2. 4 December 2019 The cessation of Beijing Ming Hua Property Co. Ltd. ("BJMH") as a

subsidiary upon the completion of the transfer of 75% equity interest in BJMH by GuocoLand (China) Limited, the Company's wholly-owned subsidiary, to Beijng Huarong Comprehensive Co., Ltd.

  1. 9 December 2019 The striking-off of joint venture company, Chengdu Yi Xin Lake Development Pte. Ltd.
  2. 2 March 2020 The dissolution of a dormant indirect wholly-owned subsidiary, Elliot Development Pte. Ltd. under member's voluntary liquidation.
  3. 26 June 2020 The commencement of members' voluntary liquidation of Goodwood Residences Development Pte. Ltd.

The details relating to the aforesaid acquisitions and realisations may be found in the relevant announcements as per the dates stated above.

BY ORDER OF THE BOARD

Mary Goh Swon Ping

Group Company Secretary

24 August 2020

Page 22

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Guoco Group Limited published this content on 24 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 August 2020 13:14:01 UTC