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ANNUAL REPORT 2013

WESTMINSTER TRAVEL LIMITED (Company Registration Number 200814792H)

Corporate Profile

OUR BUSINESS

Westminster Travel is a one-stop travel management and services provider offering a wide range

of travel products and services. The Group is principally engaged in the provision of corporate

travel services, wholesale of air tickets, hotel rooms, travel and cruise packages as well as leisure

travel services. The history of the Group can be traced back to 1973 when Westminster-HK was

incorporated. Westminster-HK is now one of the leading travel agencies in Hong Kong. The Group

employs over 700 staff and has offices throughout Hong Kong, Beijing, Guangzhou, Macau,

Singapore and Taiwan.

OUR BUSINESS SEGMENTS

Corporate travel segment comprises corporate business travel, MICE, corporate leisure travel and

the provision of other travel related services and products to corporate travel customers.

Wholesale segment engages in sale of air tickets, hotel rooms, cruise and FIT packages on behalf

of our suppliers to our travel agency customers.

Leisure travel segment offers a wide range of travel products, including FIT packages, air tickets,

hotel rooms and other travel-related products such as travel insurance, amusement parks entrance

tickets, cruises, rail-pass etc. to retail customers.

suppliers to

Leisure travel seg

hotel rooms and ot

tickets, cruises, rail-

WESTMINSTER TRAVEL LIMITED

1

This annual report has been prepared by the Company and its contents have been reviewed by the

Company’s sponsor, PrimePartners Corporate Finance Pte. Ltd. (the “Sponsor”), for compliance with

the relevant rules of the SGX-ST. The Sponsor has not independently verified the contents of this

annual report.

This annual report has not been examined or approved by the SGX-ST and the SGX-ST assumes

no responsibility for the contents of this annual report, including the correctness of any of the

statements or opinions made or reports contained in this annual report.

The contact person for the Sponsor is Mr Mark Liew, Managing Director, Corporate Finance, at 20

Cecil Street, #21-02 Equity Plaza, Singapore 049705, telephone (65) 6229 8088.

Contents

2 Corporate Information

4 Chairman’s Statement

7 Corporate Structure

8 Review of Business, Operating Results

and Financial Position

16 Board of Directors

20 Executive Officers

22 Corporate Governance Report

36 Financial Statements

88 Shareholding Statistics

90 Glossary

92 Notice of Annual General Meeting

95 Proxy Form

ANNUAL REPORT 2013

2

Corporate Information


BOARD OF DIRECTORSExecutive:

LO Fai Wah, Larry(Managing Director)

CHU Tak Shun, Henry(Finance Director)

HUO Ling(Executive Director – China)

YU Chung Hang, Lucian(Executive Director)

Non Executive:

Dato’ WONG Sin Just(Chairman)

LEE Gee Aik(Lead Independent Director)

LAM Kin, Lionel(Independent Director)

Dr LO Wing Yan, William, J.P.(Independent Director)

AUDIT COMMITTEELEE Gee Aik (Chairman)

LAM Kin, LionelDr LO Wing Yan, William, J.P.Dato’ WONG Sin Just

NOMINATING COMMITTEELAM Kin, Lionel (Chairman)

LEE Gee AikDato’ WONG Sin Just

REMUNERATION COMMITTEEDr LO Wing Yan, William, J.P. (Chairman)

LAM Kin, LionelLEE Gee AikDato’ WONG Sin Just

COMPANY SECRETARIESCHIA Luang Chew, Hazel, FCISCHENG Lisa, ACIS

REGISTERED OFFICE36 Robinson Road

#17-01 City House

Singapore 068877

Tel: +65 6311 3233

Fax: +65 6311 3256

PRINCIPAL OFFICE17/F, BEA Tower

Millennium City 5

418 Kwun Tong Road

Kowloon, Hong Kong

Tel: +852 2313 9700

Fax: +852 2723 3746

SPONSORPrimePartners Corporate Finance Pte. Ltd.

20 Cecil Street

#21-02 Equity Plaza

Singapore 049705

SHARE REGISTRARTricor Barbinder Share Registration Services

(A division of Tricor Singapore Pte. Ltd.)

80 Robinson Road

#02-00

Singapore 068898

AUDITORPricewaterhouseCoopers LLP

8 Cross Street

#17-00 PWC Building

Singapore 048424

Partner-in-charge: Rebekah Khan

(since financial year 2009)

PRINCIPAL BANKERSThe Hongkong and Shanghai

Banking Corporation Limited

Standard Chartered Bank

(Hong Kong) Limited

COMPANY WEBSITEwww.westminstertravel.com

ANNUAL REPORT 2013

3

REGIONAL OFFICESHong KongWestminster Travel Limited Jecking Tours & Travel Limited MIA Travel International LimitedHead Office Airport Counter Unit 1703, 17/F, BEA Tower Unit 1702, 17/F, BEA Tower

17/F, BEA Tower 5/F, Arrivals Hall A10 Millennium City 5 Millennium City 5

Millennium City 5 Hong Kong International Airport 418 Kwun Tong Road 418 Kwun Tong Road

418 Kwun Tong Road Hong Kong Kowloon, Hong Kong Kowloon, Hong Kong

Kowloon, Hong Kong

TLX Travel Limited TLX Overseas Education Centre LimitedSuites 1303-05, 13/F., Unit 1702, 17/F, BEA Tower

AXA Tower Millennium City 5

Landmark East 418 Kwun Tong Road

100 How Ming Street Kowloon, Hong Kong

Kowloon, Hong Kong

S Travel LimitedHead Office Aberdeen Branch Causeway Bay MTR Branch Central Branch

Units 502-503, Futura Plaza Shop No. 6, G/F., Site 2 Kiosk No. CAB E9 Room 1109, Crawford House

111-113 How Ming Street Aberdeen Centre Shopping Arcade MTR Causeway Bay Station 70 Queen’s Road Central

Kwun Tong, Kowloon, Hong Kong Aberdeen, Hong Kong Causeway Bay, Hong Kong Central, Hong Kong

Kwai Fong branch Ma On Shan branch Mongkok MTR Branch Shatin Branch

Shop No. 141A1, Level 1 Shop No. 2107, Level 2 Kiosk No. MOK 27 Shop No. 712-713

Metroplaza, Kwai Fong Ma On Shan Plaza MTR Mongkok Station Citylink Plaza, Shatin

New Territories, Hong Kong Ma On Shan, Hong Kong Kowloon, Hong Kong New Territories, Hong Kong

Sheung Shui Branch Taikoo Branch Kowloon Bay Branch Tin Shui Wai Branch

Shop No. 509A, 5/F Shop No. S39D, 2/F Shop No. 602B, 6/F Shop No. 229, 2/F., Phase 1

Landmark North, Sheung Shui Kornhill Plaza, 1 Kornhill Road, Telford Plaza II Kingswood Ginza, Tin Shui Wai

New Territories, Hong Kong Tai Koo, Hong Kong Kowloon Bay, Kowloon, Hong Kong New Territories, Hong Kong

Tseung Kwan O Branch Tsim Sha Tsui Branch Tsuen Wan Branch

Shop No. F98, 1/F Unit No. 127, 1/F Shop No. S18B, 2/F

Popcorn 2, Tseung Kwan O Peninsula Centre, No. 67 Mody Road Luk Yeung Galleria, Tsuen Wan,

New Territories, Hong Kong Tsimshatsui, Kowloon, Hong Kong New Territories, Hong Kong

Wincastle Travel (HK) LimitedHead Office Causeway Bay Branch Central Branch Kowloon Bay Branch

16/F, Oriental Centre Room 3401, 34/F Room 1101, 11/F Shop No. 607, 6/F

67 Chatham Road South ACE Tower, Windsor House Prosperous Building Telford Plaza II

Tsimshatsui 311 Gloucester Road 48-52 Des Voeux Road Central Kowloon Bay, Kowloon

Kowloon, Hong Kong Causeway Bay, Hong Kong Central, Hong Kong Hong Kong

Mongkok Branch Shatin Branch Tsuen Wan Branch Yuen Long Branch

Room 1608, 16/F Shop No. 25J, Level 3 Shop No. S14, 2/F Shop No. 21, G/F, Citimall

Office Tower One, Grand Plaza Shatin Centre Luk Yeung Galleria 1 Kau Yuk Road, Yuen Long

625 & 639 Nathan Road, Mong Kok 2-16 Wang Pok Street, Shatin Tsuen Wan, New Territories New Territories, Hong Kong

Kowloon, Hong Kong New Territories, Hong Kong Hong Kong

Macau Mainland ChinaWestminster Travel Limited Beijing Westminster Air

Service Co., LtdWestminster Travel Consultancy (Guangzhou) Limited

Comercial Infante 2 Andar B Room 601, Unit B Unit 4, 5/F, Westmin Plaza

Rua do Dr. Pedro Jose Lobo 17-A XiaoYun Center 50 Zhongshangqi Road

Macau No. 15 Xia Guang Li Liwan District

Chaoyang District Guangzhou, China

Beijing 100125, China

Singapore TaiwanWestminster Travel (S) Pte. Ltd. Westminster Travel Limited120 Robinson Road 11F-1, No. 77

#08-01 Nan Jing East Road Section 3

Singapore 068913 Taipei 10487, Taiwan

4

Chairman’s Statement


The Group continued to maintain strong growth momentum in all business

segments during the year, evidencing our ability to sustain long term

growth. Our gross sales proceeds and revenue have both recorded

5-year CAGR of 16% from FY2009 to FY2013, whilst CAGR of our profit

attributable to Shareholders for the same period was 21%. Our efforts in

expanding corporate travel and leisure travel segments have paid off with

revenue growth of 33.1% and 32.0% respectively as compared to FY2012,

both of which outperformed the year-on-year revenue growth of 17.6% for

the wholesale segment.

A handful of our large corporate clients continue to adopt a cautious

approach in relation to spending on business travel after the uncertain

economic conditions in past years. Notwithstanding these challenges and

keen industry competition, we managed to achieve a solid growth in this

corporate travel segment through acquisition of new corporate customers,

apart from the contributions from our acquisition of TLX in March 2012.

Our strategy of cooperation with various global travel alliances and

overseas travel management companies grants us more opportunities

to access multinational corporate clients. Our focus on enhancing

business intelligence through the in-house developed operating platform

empowers our travel consultants to offer more value adding solutions to

our customers. Through the system, they can have access to ample real-

time information on comprehensive travel products from different sources

of supply for making comparisons and providing professional advice. The

accreditation of ISO9001 to our corporate travel division in Hong Kong

during the year and the award of TTG – Best Travel Agency in Hong Kong

for the fourth time in the recent six years are all evidence of appreciation

and affirmation from our customers, suppliers and trade partners.

As of the date of this annual report, a total of twenty-two (22) retail outlets

under Wincastle and S Travel in Hong Kong are in operation. Our strategy

to capture a bigger market share in the leisure travel segment evolved

through the set up of small outlets in different locations in Hong Kong

under these two companies with differentiated packaged products. Our

growth of the leisure travel business is pursuant to our attentive service

teams as well as the unique and innovative products which can be derived

from the Group’s strong sourcing power and ample business volume.

Building a new brand in the retail market is currently the major challenge

for S Travel albeit its success in its rapid establishment and recruitment of

operations staff in a short time since its incorporation in December 2011.

We envisage a longer time period for the S Travel brand to penetrate into

the leisure market as we employ a cautious approach in marketing amidst

the acute competition in this sector. The performance of certain S Travel’s

branches was below expectation. Despite our belief in S Travel’s potential,

a prudent approach was adopted in the Group’s financial statements

pertaining S Travel’s loss making position, hence a provision on impairment

loss of non-current assets of HK$1.2 million, relating mainly to leasehold

improvements, was made in FY2013.

Dato’ Wong Sin JustNon Executive Chairman

Dear Shareholders,

I am pleased to report that Westminster Travel

has had another remarkable year with excellent

performance and return to Shareholders. This

result has been underpinned by our commitment

to enhancing our services, innovation on both

information technology and products, and

our persistence in striving for new business

opportunities. The Group reported an increase

in profit attributable to Shareholders of 25.2%

to HK$55.5 million and a growth in revenue of

29.3% to HK$278.5 million for FY2013. Earnings

per Share grew by 25.3% to HK19.8 cents for

FY2013.

ANNUAL REPORT 2013

5

There are positive signs on improvement in global air passenger travel

during 2013, in which a growth of 4.8% in international revenue-

passenger-kilometers (“RPK”) for the first six months of 2013 against the

corresponding period last year was reported by IATA1, while the growth

of RPK in Asia/Pacific was 3.6% for the same period. The Group was

able to take advantage of the organic growth as reflected in our growth

in all segments. Nevertheless, pressure from high fuel costs remains as

one of the key challenges faced by the aviation industry which causes

our suppliers to pass the pressure onto travel agents through setting

challenging sales targets. There is a continuous trend that airlines and

hoteliers are expanding their sales channels by directly offering competitive

products on their websites to travelers. Envisaging these challenges,

we have to uplift our professional service standards, offering one-stop

solutions and custom-made products from a comprehensive database

as well as diversified suppliers. Our indispensible service value is often

recognised by our customers during the onset of crisis and emergency

situations such as typhoon and other natural disasters.

Innovation in technology and persistence in enriching our product mix

are our keys to success. Ongoing product sourcing and development

of a hotel database now enable our travel consultants and wholesale

customers across the region to access over 110,000 hotels worldwide

at competitive rates. The rollout of various new products and features

covering air tickets, overseas transportation and cruises in our business-

to-business platform facilitate our wholesale customers in serving their

customers better, which leads to our improved differentiation in the

market. Our achievement in developing cruise products in recent years

under Wincastle has indicated a robust demand from the leisure travel

market, and this will be the Group’s next focus of development in the

coming years.

1 Air Passenger Market Analysis – June 2013 published by IATA

6


Chairman’s Statement

In April 2013, Westminster-HK entered into a Joint Venture Deed for the purpose of establishing a

60% owned subsidiary, Mia Travel, to engage in tour and travel management services for overseas

tours which target customers in China. Leveraging on the rich experiences and well-established

business networks of our business partners, plus a full team of operating staff and tour guides

referred by our business partners, we were able to commence business shortly after formation of the

company.

In June 2013, we disposed of our entire interest in Westweb, which was a 50/50 joint venture with

Webjet Limited (“Webjet”) which operated an online travel business in Hong Kong and Singapore, to

Webjet following its acquisition of Zuji, an online travel agency in Hong Kong and Singapore, which

would result in direct competition with Westweb. Be that as it may, we retain the same positive view

towards the online travel market and shall continue to explore other ways in tapping into this market.

We recognise the importance of strong corporate governance and have reviewed our risk

management and assessment processes in addition to the scrutiny carried out by our internal and

external auditors. We conducted an identification and assessment of risks across our operations,

including information technology, credit risks and the Group’s strategic risks, which would enable us

to respond effectively to unforeseen circumstances in future.

The Group maintained a sound financial position and liquidity with HK$208.4 million in bank deposits

and cash and cash equivalents, was debt-free and HK$327.2 million of total equity as at 30 June

2013. To reward our Shareholders for their continued support, the Board has proposed a final tax

exempt dividend of 5.4 HK cents per Share for FY2013, subject to the Shareholders’ approval at the

AGM. Adding up this proposed dividend to the interim and special dividends paid during FY2013, the

aggregate sum of dividends would be HK$55.1 million for FY2013, which represented approximately

99% dividend payout ratio for the financial year.

We are delighted to have Mr Lee Gee Aik accepting his new role as our Lead Independent Director

with effect from 1 September 2013 to uphold better corporate governance. To the management

and the staff I would like to express my thanks for their contributions and congratulate them on

their encouraging performance. To our customers, business partners and shareholders, I am most

grateful for their continuous trust and support. Last but not least, I would like to express my deep

appreciation of the valuable advice and contributions accorded to me by my fellow Board members.

Dato’ Wong Sin Just

Non Executive Chairman

7 October 2013

ANNUAL REPORT 2013

7

Corporate Structure

100% 100%

WestminsterTravel Limited(Singapore)

WestminsterTravel Limited

(HK)

Wealthy AimInvestments

Limited(BVI)

60%

100%

100%

Far Extent Investments Limited

(HK)

WestminsterTravel Limited

(Taiwan)

MIA Travel International Limited

(HK)

100%

50%

90%

WestminsterTravel Consultancy

(Guangzhou) Limited(PRC)

WestminsterTravel (Guangzhou)

Limited (HK)

Beijing WestminsterAir Service

Co., Limited#

(PRC)

WestminsterTravel Limited(Macau)

Jecking Tours &Travel Limited*

(HK)

WestminsterTravel (China)

Limited(HK)

100%

100%

100%

50%

10%

S Travel Limited(HK)

100% 100%

100%

100%

70%

S TravelHoldings Limited

(BVI)

Profit Shine Holdings Limited

(BVI)

TLX Travel Limited

(HK)

TLX Overseas Education

Centre Limited(HK)

75%

Wincastle Travel(HK) Limited

(HK)

100%

WestminsterTravel (S) Pte. Ltd.

(Singapore)

49%

Hogg RobinsonWestminster

Hong Kong Limited(HK)

# Pursuant to the terms of cooperation under the contractual joint venture arrangement between the Group and Beijing Chang An Club

Company Limited, Beijing Chang An Club Company Limited is entitled to share 10% of dividends declared by Beijing Westminster Air

Service Co., Limited.

8

Review of Business, Operating Results and Financial Position


FINANCIAL HIGHLIGHTSFY2013 FY2012

HK$’ million HK$’ million Increase

Gross sales proceeds 5,338.3 4,597.0 16.1%

Revenue 278.5 215.5 29.3%

Profit for the year 52.5 44.2 18.8%

Profit attributable to equity holders 55.5 44.3 25.3%

HK cents HK cents

per share per share Increase

Basic and diluted earnings 19.8 15.8 25.3%

Net asset value attributable to equity holders 116.1 112.8 2.9%

Net tangible assets attributable to equity holders 75.6 70.7 6.9%

Other key financial ratios:

Current ratio 1.3 times 1.3 times

Net margin 18.8% 20.5%

Return on net equity 17.1% 14.0%

FY2009

26.3

FY2010

29.6

FY2011

39.1

FY2012

44.3

FY2013

55.5

6,000

5,000

4,000

3,000

2,000

1,000

Gross sales proceeds Profit attributable to shareholders

Revenue (in

HK

$ m

illio

n)

Pro

fit a

ttrib

uta

ble

to

share

hold

ers

(in

HK

$ m

illio

n)

Gro

ss s

ale

s p

roceed

s (in

HK

$ m

illio

n)

Five Years Summary

CAGR of Revenue 16%

CAGR of Gross Sales Proceeds 16%

Revenue

300

250

200

150

100

50

10

20

30

40

50

60CAGR 21%

ANNUAL REPORT 2013

9

BUSINESS REVIEW

The Group continued to deliver an encouraging performance and set a record high in both revenue

and profit attributable to Shareholders for FY2013. Revenue of the Group was up by 29.3% to

HK$278.5 million in FY2013 as compared to HK$215.5 million in FY2012, while gross sales proceeds

for FY2013 increased by 16.1% from FY2012. Our proven record in the past five years demonstrates

our competence to sustain long term growth as indicated by the 16% CAGR of both gross sales

proceeds and revenue and 21% CAGR of profit attributable to Shareholders from FY2009 to FY2013.

All the business segments reported revenue growth, which comprised an increase of 33.1%, 17.6%

and 32.0% in FY2013 for corporate travel, wholesale and leisure travel segments respectively as

compared to FY2012. This was the result from a combination of organic growth, acquisition of TLX

and expansion of leisure business under S Travel in the last financial year.

Corporate Travel Segment

Corporate Travel segment remains the Group’s core business and focus. Notwithstanding the impact

from certain corporate clients which had continued cautious travel spending, the Group managed

to achieve an overall growth in gross sales proceeds and revenue, apart from the contribution from

TLX since it became part of the Group. This was underpinned by our strong sales forces which strive

to continue acquiring new corporate clients. Our strategy of maintaining close cooperation with

overseas travel management companies and global travel alliances offers us more opportunities to

access multinational corporate clients. For the sake of enhancing our operating efficiency, we have

rolled out a new mid-office system during the year. Together with our on-going refinement of the

reservation platform and product database, our professional staff is fully equipped to provide more

than expected travel management and advisory services to our corporate clients.

Leisure travel segment

Wholesale segment

Corporate travel segment

Revenue by Operating Segments(in HK$’million)

FY2013 FY2012 FY2011 FY2010 FY2009

20

40

60

80

160

140

180

120

100

0

Others Taiwan Singapore Hong Kong

Revenue by Geographical Segments(in HK$’million)

FY2013 FY2012 FY2011 FY2010 FY2009

50

100

200

250

150

0

10



Leisure Travel Segment

Leisure Travel segment has achieved growth of 24.9% and 33.1% respectively in gross sales

proceeds and revenue for FY2013 as compared to FY2012. This was attributable to the combined

efforts of our attentive service teams, innovative marketing strategy and unique packaged products

apart from the expansion of S Travel. As at 30 June 2013, fourteen (14) retail outlets under S Travel

have been in operation and together with the eight (8) outlets under Wincastle, we have formed a

solid distribution network in Hong Kong to reach retail customers. This network encourages direct

access and sales to retail customers and maximises our return by leveraging on the efforts put in

developing our technology and products for other segments. Nevertheless, building a new retail

brand is a challenge to the management and we anticipate a longer time for gaining recognition by

retail customers. As such, the result of the leisure travel segment has dropped 70.0% for FY2013

as compared to FY2012 despite the increase in revenue. We shall continue to focus on developing

unique and interesting thematic travel products including cruises and overseas wedding packages.

The encouraging result from the cruises team indicated an accelerating demand for this product,

which shall be another area for further development in the coming years.

Wholesale Segment

Our wholesale business in Hong Kong continued to play an important role in the Group. This is

attributable to our broad distribution network to scattered regional travel agents, huge business

volume and good business relationships with major suppliers including airlines, hoteliers and other

services providers across the region. Despite the continued pressure from these suppliers resulting

from tough market conditions, we managed to achieve year-on-year growth in gross sales proceeds

and revenue by 7.8% and 17.6% respectively for FY2013. As a result, we were able to gain extra

commissions which improved the yield from this segment. We are always looking out for ideas to

move beyond the traditional way in operating this business segment. We recognised the importance

of technology, market intelligence, rapid and responsive decisions and actions towards the ever-

changing market conditions and products. The rollout of the automated system for issue of tickets

during the financial year offers our wholesale clients a seamless option to issue air tickets 24

hours a day and 7 days a week. In view of the increasing demand for low cost carriers and indirect

routings through China at competitive rates, the search engine for domestic flights in China has

been integrated into our business-to-business platform and we foresee more product combinations

being launched in the future. On the other hand, our wholesale business in Singapore has further

contracted in view of low yields and high credit risk.

In April 2013, Westminster-HK entered into a Joint Venture Deed with three individuals to establish

Mia Travel, a 60% owned subsidiary company, to engage in tour and travel management services

for overseas tours which target customers in China. With the aim to motivate our business partners

to establish the business swiftly, a sign-on bonus equivalent to a total sum of RMB5.4 million

(equivalent to approximately HK$6.4 million) was paid to the business partners in exchange for their

guarantee of aggregated net profits before tax of not less than RMB2.3 million for each financial year

for 3 years starting from 1 July 2013. Accordingly, this sign-on bonus will be amortised in the next

three financial years. In the event that the business partners cannot meet the requirement, each of

the business partners shall refund the sign-on bonus or part thereof based on the shortfall in the

aggregated net profits before tax of each of the respective financial years.

ANNUAL REPORT 2013

11

FINANCIAL RESULTS OF THE GROUP

Revenue of the Group increased by HK$63.0 million to HK$278.5 million in FY2013, which

represented an increase of 29.3% from HK$215.5 million of FY2012. The Group’s revenue from

corporate travel, wholesale and leisure travel segments recorded an increase of 33.1%, 17.6% and

32.0% respectively as compared to FY2012. The substantial revenue growth in both corporate and

leisure travel segments were mainly contributed by the expansion of the Group’s business through

the acquisition of TLX in March 2012 and the establishment of 9 new retail branches during FY2013

(“Business Expansion”) respectively. The growth in wholesale segment was contributed by organic

growth in Hong Kong.

Other income of the Group increased to HK$29.3 million in FY2013, which represented an increase

of 27.4% from HK$23.0 million in FY2012. The increase was mainly attributed to the increase

in segment fee income arising from the increase in sale of air tickets as a result of the Business

Expansion and organic growth in Hong Kong.

Selling expenses of the Group increased to HK$149.6 million in FY2013, which represented an

increase of 27.0% from HK$117.8 million in FY2012. Apart from Business Expansion, the increase

in selling expenses was also due to higher spending on advertisements, promotions and human

resources in particular for the leisure travel segment.

Administrative expenses of the Group amounted to HK$93.0 million in FY2013, which was

equivalent to 35.8% increase from HK$68.5 million in FY2012. The increase in administrative

expenses was mainly due to the increase in employee benefit expenses, depreciation, operating

lease rentals on land and buildings as well as leased office equipments pursuant to new retail

branches established in FY2013. Amortisation of intangible assets which increased by HK$1.7 million

from HK$2.7 million in FY2012 to HK$4.4 million in FY2013 was attributable to the amortisation

charge recognised in relation to TLX for the full year in FY2013 as compared to 3 months’

recognition of the same in FY2012 after the acquisition of TLX.

Profit from operations of the Group increased to HK$65.2 million for FY2013, which represented

a growth of 24.8% from HK$52.2 million in FY2012. The increase in profit from operations was

attributable to both organic growth in all business segments and recognition of full year financial

results of the newly acquired subsidiary, TLX in FY2013.

Share of net loss/profit of jointly controlled entities recorded a share of net loss of HK$0.8

million in FY2013 as compared to a share of net profit of HK$1.6 million in FY2012. The loss was

attributable to the operating loss of Westweb. The Group had disposed of its entire 50% equity

interest in Westweb on 30 June 2013.

Net gain on disposals of jointly controlled entities was mainly represented by the gain on disposal

of the Group’s interests in Westweb.

Income tax expense increased by 28.2% to HK$12.2 million in FY2013, which was consistent with

the Group’s increase in profit from operations. The effective tax rate for FY2013 was 18.8%, which

was fairly stable as compared to 18.3% in FY2012.

12



Profit attributable to equity holders of the Company grew by 25.2% to HK$55.5 million in FY2013

as compared to HK$44.3 million in FY2012. The increase was mainly due to the contribution from

the organic growth of the Group’s business and the acquisition of TLX in FY2012.

REVIEW OF FINANCIAL POSITION

Non-current assets as at 30 June 2013 amounted to HK$141.6 million, which represented an

increase of HK$4.8 million as compared to HK$136.8 million as at 30 June 2012. The increase

was due to the non-current deposit and prepayment of HK$9.5 million and purchase of property,

plant and equipment of HK$5.9 million made in relation to the Business Expansion. Such increase,

however, was partly offset by the amortisation charge on intangible assets, and the share of losses of

jointly controlled entities. Included in non-current and current portions of prepayments amounting to

HK$4.3 million and HK$2.1 million respectively were amounts paid to non-controlling shareholders of

a subsidiary in respect of their services to be rendered for the development of the Group’s business.

Trade receivables and trade payables as at 30 June 2013 increased by HK$14.7 million and

HK$35.8 million to HK$384.8 million and HK$444.1 million respectively as compared to HK$370.1

million and HK$408.3 million as at 30 June 2012. The increases in trade receivables and trade

payables were due to the increase in sales of the Group.

Deposits, prepayments and other receivables increased by HK$54.8 million to HK$240.4 million

as at 30 June 2013 as compared to HK$185.6 million as at 30 June 2012. The increase was

mainly due to higher amounts of deposits paid to airlines and product suppliers, and the increase

in receivables from trade partners and airlines as a result of the Group’s growth in business as

compared to FY2012.

Accruals and other payables grew by HK$21.4 million to HK$135.0 million as at 30 June 2013

as compared to HK$113.6 million as at 30 June 2012. The increase was due to higher accruals on

office and staff expenses and higher amount of deposits received in advance from customers.

Provisions for other liabilities and charges increased by HK$3.6 million to HK$49.2 million as at

30 June 2013 compared to HK$45.6 million as at 30 June 2012. The increase was mainly due to the

increase in advances and refund payables to customers in line with the increase in sales in FY2013.

Deferred income tax liabilities decreased by HK$1.1 million to HK$4.9 million as at 30 June 2013

as compared to HK$6.0 million as at 30 June 2012. The decrease was due to the deferred tax effect

of amortisation charge on intangible assets.

The Group recorded a positive working capital of HK$190.5 million as at 30 June 2013 as compared

to HK$187.1 million as at 30 June 2012.

ANNUAL REPORT 2013

13

REVIEW OF CASH FLOW STATEMENT

Cash and cash equivalents of the Group decreased by HK$4.9 million to HK$208.4 million as

at 30 June 2013 as compared to HK$213.3 million as at 30 June 2012. The decrease was mainly

due to the HK$46.4 million dividends paid during FY2013 despite positive net cash generated from

operating activities amounting to HK$43.3 million.

Net cash generated from operating activities decreased by HK$114.0 million to HK$43.3 million

in FY2013 as compared to HK$157.3 million in FY2012. The substantially high net cash generated

from operations in FY2012 was mainly due to the increase in trade payables as at 30 June 2012 as

compared to 30 June 2011. This was pursuant to the purchases of air tickets in the first half of June

2012 which amounted to HK$149.5 million were due and paid subsequent to the balance sheet date

of 30 June 2012. On the other hand, similar purchases of air tickets in June 2013 were due and paid

subsequent to the balance sheet date of 30 June 2013. Therefore, it did not result in a substantial

increase in trade payables at the balance sheet date of FY2013 as compared to FY2012.

Net cash used in investing activities in FY2013 amounted to HK$4.8 million, which represented

a decrease of HK$41.5 million net cash outflow as compared to that of HK$46.3 million recorded

in FY2012. The majority of cash used in investing activities by the Group in FY2012 was for the

acquisition of a subsidiary of HK$62.4 million after taking into account the cash acquired, and capital

investment in a jointly controlled entity of HK$4.0 million. These cash outflow were partly offset by

HK$8.3 million dividend received from a jointly controlled entity and the release of HK$15.0 million

bank deposits with maturity over three (3) months placed in FY2011. No such investing activities

occurred in FY2013. Net cash used in investing activities in FY2013 was mainly for the purchase of

property, plant and equipment of HK$5.9 million (FY2012: HK$4.0 million) for its Business Expansion

as explained above.

Net cash used in financing activities was HK$43.4 million in FY2013 as compared to HK$0.4

million in FY2012. The substantial increase in net cash outflow was attributable to dividends paid to

the shareholders and to a non-controlling interest amounting to HK$46.4 million (FY2012: nil) and

HK$0.6 million (FY2012: HK$1.3 million) respectively. Such increase in cash outflow was partly offset

by the increase in capital contributions by non-controlling interests amounting to HK$2.8 million

during FY2013 as compared to FY2012.

FINANCIAL RATIOS

The Group has a sound financial position and liquidity. As at 30 June 2013, the Group had total bank

deposits and cash and cash equivalents of HK$208.4 million (30 June 2012: HK$213.4 million), of

which approximately 90.8% (30 June 2012: 93.1%) were kept at banks with Moody’s credit rating of

Aa3 to Aa1. The Group had no borrowings from financial institutions for FY2013.

Current ratio of the Group was 1.3 times as at 30 June 2012 and 30 June 2013, which indicated a

stable liquidity.

As at 30 June 2013, the total banking facilities available to the Group was approximately HK$210.8

million, of which HK$46.9 million remained unutilised.

14



AWARDS

During the year Westminster-HK was awarded the Best Travel Agency－Hong Kong of TTG Travel

Awards for the fourth time in recent six years.

Our faithfulness to our philosophy of excellence is recognised by our business partners, the airlines

and hotels, which are evidenced by the following awards and accolades received during FY2013

from the key airlines in the region where the Group operates:

Awarded by Awards Year

Air China 香港地區散客銷售貢獻獎(1) 2012

Air France/ Top 10 Agents Award(1) 2012

KLM Royal Dutch Airlines

Cathay Pacific Airways Top Agent Award(1),(2),(4) 2012

China Airlines Million Dollar Sales Award(1),

一佰萬美元代理商(3)

2012

China Eastern Airlines/

Shanghai Airlines

Top Agent Award－FIT(1) 2012

China Southern Airlines 香港地區散客銷售優秀獎(1) 2012

Club Med Top selling Agent Award(1) 2012

Dragonair Top Agent Award(1),(2),(4) 2012

Emirates Airlines Supporting Agent Award(1) 2011/12

Korean Air Citation of Excellent(1) 2012

Malaysia Airlines 傑出貢獻獎(1),(2) 2012

Singapore Airlines Top Agent Award(1) 2012/13

Swiss International Air Lines/

Lufthansa

Top Agent Award(1) 2012

Notes:

The above awards were awarded to the relevant subsidiaries as set out below:

(1) Westminster-HK

(2) Wincastle

(3) Westminster-TW

(4) TLX

ANNUAL REPORT 2013

15

CONTRIBUTION TO THE COMMUNITY

Westminster Travel continued to support The Community Chest and took part in its charitable events

during the year, including the Community Chest New Territories Walk in March 2013, Sing for the

Chest in May 2013, and visiting the Harmony House Limited in September 2012.

Recognising our influence as one of the leaders in the industry, Westminster Travel has been active

in both supporting environmental protection and youth development. We continued to support World

Wide Fund’s annual event, Earth Hour Hong Kong 2013, through promoting an internal “Dress Black

Day” photo taking activity in March 2013. In October 2012 and May 2013,

Westminster Travel welcomed groups of students from the City University of

Hong Kong and the Chiu Lut Sau Memorial Secondary School respectively to

introduce them to our operations and to interact with our key executives.

In August 2013, Westminster Travel sponsored Miss Yang Pei, a young

lady from Shanxi, the PRC, and her partner for a four-day tour to Hong

Kong. Miss Yang, who lost both of her arms in a high-voltage electrical

shock accident when she was nine, produces marvellous embroideries

by just using her feet and showed the world that no disabilities can

deter her from pursuing her dream to establish her

very own embroidery shop and her courage is an

inspiration for all. Miss Yang was invited to give a

motivational speech at the 56th Merdeka Day Ball

and demonstrated live on-stage how her embroideries

were done.

This year we have introduced a new community-

caring activity that is blood donation at the Red Cross

by our staff periodically throughout the year.

16

Board of Directors


Dato’ WONG Sin Just was appointed as the Non Executive Chairman of the Company on 27

November 2008 and was last re-elected on 27 October 2010. He is the founder of SBI E2-Capital

Limited and possesses over 20 years of experience in investment banking and venture capital. SBI

E2-Capital Limited and its group of companies are a private investment group providing financial

services in both Hong Kong and Singapore. Dato’ Wong is also an Independent Non Executive

Director of CSI Properties Limited and China Zenith Chemical Group Limited, which are listed on

HKEx. Dato’ Wong began his career as a computer engineer with Hewlett-Packard in Singapore

before joining an international accounting firm at its London office. In 1992, he was an executive

in Standard Chartered Asia Limited’s corporate finance team. He was a manager in the Corporate

Finance team in ABN AMRO Asia Corporate Finance Limited from 1993 to 1994 and was with

Nomura International (Hong Kong) Limited as an Associate Director of the Equity Capital Markets/

Equity Syndicate department from 1994 to 1996. From 1996 to 1998, he joined ABN AMRO Asia

Corporate Finance Limited as Director of Asian Equity Capital Markets. In 1998, he joined BNP

Prime Peregrine Securities Limited as Managing Director of the Asia Equity Capital Markets. From

2001 to 2008, he was Vice Chairman of China Renji Medical Group Limited. Dato’ Wong was also

the founder and co-Chairman of E2-Capital (Holdings) Limited from February 2000 to May 2008, a

company listed on the main board of HKEx which focus on property development and private equity.

During the preceding three years, Dato’ Wong has served as a director in other listed companies,

namely China Renji Medical Group Limited, China.com Inc and Suncorp Technologies Limited which

are listed on HKEx and CDC Software Corporation which is listed on NASDAQ. Dato’ Wong holds

a Bachelor of Engineering (First Class Honours) from the Imperial College of Science, Technology

and Medicine, University of London and was qualified with the Institute of Chartered Accountants,

England and Wales in 1992 as a Chartered Accountant. He is the spouse of Ms Huo Ling, the

Company’s Executive Director – China.

LO Fai Wah, Larry was appointed as the Managing Director of the Company on 23 December 2008.

He joined the Group in March 2008 and has over 23 years of experience in the travel industry, having

worked with established players in the travel industry in Hong Kong and Canada. He is responsible

for the Company’s local and regional sales and operations, including the overall management and

continued development of strategic partners and supplier relationships. He started his career in 1988

with Patterson Travel Service Co. Ltd. as a Travel Consultant. From 1990 to 1995, he worked with

JBC Travel Co. Ltd. in Hong Kong as Assistant Sales Manager, and moved on to Henry International

Travel Co. Ltd. in 1995. In 1996, he joined JBC Travel Co. Ltd. in Vancouver, Canada, and returned

to Henry International Travel Co. Ltd. from 1997 to 1999. From 1999 to 2003, he joined Jardine

Travel Ltd, first as Assistant Manager of the Wholesale department and rising up to Sales Manager.

From 2003 to 2008, he served as the General Manager with Skal Travel Service Ltd. Larry holds a

Bachelor Degree in Business Management from the Royal Melbourne Institute of Technology. He was

a director of the Travel Industry Council of Hong Kong (TIC) from August 2010 to December 2012

and currently serves as a Vice Chairman in the Society of International Air Transport Association

Passenger Agents (SIPA).

ANNUAL REPORT 2013

17

CHU Tak Shun, Henry joined our Group in December 2007 and was appointed as the Finance

Director of the Company on 28 October 2008. He was last re-elected on 30 October 2012. His

experience spans over 18 years in the areas of financial management, merger and acquisition,

investor relations, corporate governance and compliance and he has worked with several listed

companies and an international accounting firm in Hong Kong. He started his career with Ernst

& Young Certified Public Accountants and later joined Kerry Properties Limited as Internal Audit

Supervisor. From 2002 to 2004, he was the Chief Financial Officer of Wanji Pharmaceutical Holdings

Limited and prior to joining the Group, he was Head of Investor Relations and Compliance and the

Company Secretary of Huabao International Holdings Limited, a company listed on the main board

of HKEx engaging in flavour and fragrances business in the PRC. Henry holds a Bachelor of Arts

(Hon) Degree in Accountancy from Hong Kong Polytechnic University, and is a fellow member of the

Association of Chartered Certified Accountants and an associate member of Hong Kong Institute of

Certified Public Accountants.

HUO Ling was appointed as a Non Executive Director of the Company on 1 February 2011 and

was last re-elected on 31 October 2011. She was re-designated as Executive Director – China on 1

March 2012. She has around 5 years of experience in the field of financial services. Prior to joining

our Group in 2011, Ms. Huo started her career as an intern at Deutsche Bank Global Banking

Division in 2004. Ms. Huo was a management trainee at Hutchison Whampoa Property Group from

2005 to 2007. Following that, she was the Assistant Vice President of Institutional Sales at SBI E2-

Capital Securities Limited from 2007 to 2008 and was a Private Wealth Manager of Global Wealth

Management of Merrill Lynch (Asia Pacific) Limited from 2008 to 2010. She holds a Bachelor Degree

in Finance and Insurance in 2003 and a Masters Degree in Finance in 2005, both from Tsinghua

University. She is the spouse of Dato’ Wong Sin Just, the Company’s Non Executive Chairman.

YU Chung Hang, Lucian was appointed as a Non Executive Director of the Company on 23

December 2008 and was last re-elected on 31 October 2011. He was re-designated as Executive

Director on 1 March 2012. He has more than 11 years of experience in the field of venture capital,

private equity, corporate finance and software development. He started his career in 1999 as an

engineer in Hong Kong Dragages Hong Kong Bouygues Construction Group. In 2000, he joined

Softbank China Venture Investments Limited as an Assistant Investment Manager. From 2002 to

2003, he was an Associate at SBI E2 Capital China Holdings Ltd. Following that, from 2003 to 2004,

he worked with Softbank Investment Corporation in Tokyo, Japan as an Assistant Manager. In 2006

to 2007, he served as the Executive Director in Softbank Investment International (Strategic) Ltd.

From 2010 to 2012, he was the Chief Executive Officer of Sun-Tech International Group Limited.

During the preceding three years, Mr Yu also served as a director of China Renji Medical Group

Limited which is listed on the HKEx. He holds a Masters Degree in Engineering from the Imperial

College of Science, Technology and Medicine, University of London. He is the son of the Company’s

substantial Shareholder, Mr Yu Kam Kee, BBS MBE, J.P..

18

Board of Directors


LAM Kin, Lionel was appointed as an Independent Non Executive Director of the Company on 23

December 2008 and was last re-elected on 30 October 2012. He spent most of his career, beginning

in 1965, with the Hong Kong Police Force, holding the post of Assistant Commissioner of Police

(Support), prior to his retirement in March 2001. During his police career, Mr. Lam served in a wide

variety of duties on the operations as well as the management side. He also completed a number

of professional as well as management courses in the United Kingdom notably the Senior Division

Command Course, The Scottish Police College; the General Management Course, Henley The

Management College; and the Senior Command Course, The Police Staff College. He was awarded

the Police Distinguished Service Medal in 1999. After retirement from the Police Force, he has held a

number of positions such as Chief Management Officer of Sino Media Group Ltd.; Managing Director

of Locus Group Ltd.; Executive Director of Vigers Asia Pacific Limited as well as Chairman & Chief

Executive Officer of Perfect Balance (HK) Limited. He has also been actively engaged in charity work,

being a Board Member of The Hong Kong Community Chest; a Director of Dr. Stanley Ho Medical

Development Foundation; and a Trustee of the SBI E2-Capital Charitable Foundation.

LEE Gee Aik was appointed as an Independent Non Executive Director of the Company on 23

December 2008 and was last re-elected on 31 October 2011. He is a practising accountant with

R Chan & Associates PAC. He has many years of extensive and varied experience in accounting,

tax and financial matters. Mr Lee is a Fellow of the Association of Chartered Certified Accountants,

United Kingdom, and a Chartered Accountant, Singapore with the Institute of Singapore Chartered

Accountants. He also obtained a Masters degree in Business Administration from The Henley

Management College, United Kingdom. He has been appointed by the Minister of Health to serve

as Lay Person member of the Complaints Panel of the Singapore Pharmacy Council and is currently

also an Independent Director on the board of three other SGX-ST listed companies, namely Anchun

International Holdings Ltd, Leader Environmental Technologies Limited and Lee Choon Group

Holdings Limited. During the preceding three years, Mr Lee had served as an Independent Director

of Sinostar PEC Holdings Limited which is listed on the SGX-ST.

Dr LO Wing Yan, William, J.P. was appointed as an Independent Non Executive Director of

the Company on 1 June 2009 and was last re-elected on 30 October 2012. Dr Lo is the Vice

Chairman of South China Media Group (“SCM”), a leading magazine publisher in Hong Kong and

Mainland. SCM has the largest and balanced portfolio of titles, meeting the needs of every reader

whilst providing a wide range of platforms for advertisers. From 2006 to 2009, Dr Lo was the Vice

Chairman and Managing Director of I.T Limited, a well recognized trend-setter in the fashion apparel

retail market in Hong Kong, the Greater China and Asia Pacific region, which is listed on the Main

Board of HKEx. Prior to joining, Dr Lo was the Executive Director and Vice-President of China

Unicom Ltd., an integrated telecommunications services provider in China and the world’s second

largest cellular operator and a company listed in both the HKEx and the New York Stock Exchange.

From 2000 to 2004, Dr Lo was the Non Executive Chairman of WPP Greater China. Prior to that, Dr

Lo was the Chief Executive Officer of Citibank’s Global Consumer Banking business for Hong Kong,

Macau and China in the late 90’s. His executive management portfolio in Citibank includes retail

banking, credit card, insurance and investment services. Prior to his appointment at Citibank, Dr Lo

was the founding Managing Director of Hongkong Telecom’s wholly-owned interactive multimedia

subsidiary, the Hongkong Telecom IMS Limited. Dr Lo started his business career as a management

consultant with McKinsey and Company.

ANNUAL REPORT 2013

19

Dr Lo has held numerous government appointments during his career. He was a founding member

of the HKEx’s Growth Enterprise Market (GEM) Listing Committee from 1999 to 2003. During 1995

and 1996, Dr Lo participated as a part-time member of the Government’s Think Tank – the Central

Policy Unit. He was also a board member of the Hong Kong Broadcasting Authority, the HK Applied

Science and Technology Research Institute, the HK Jockey Club Institute of Chinese Medicine Ltd.,

the HK Science Park Company Limited, HK Committee of the Pacific Economic Council, Information

Infrastructure Advisory Committee, and the Industry & Technology Development Council.

In the education sector, Dr Lo was the Chairman of the Advisory Committee on Quality Assurance

Inspection for the Education Department as well as a council member of the Open University during

the early 2000’s. He was a Council Member of College of Professional and Continuing Education,

Hong Kong Polytechnic University from 2008 to 2012. He is also a Governor of an independent

school the ISF Academy as well as the Chairman of Junior Achievement Hong Kong. Dr Lo is also a

Founding Governor of Charles K. Kao Foundation for Alzheimer’s Disease Limited.

Dr Lo serves as an Independent Non Executive Director on the board of a number of public listed

companies in New York, London, Singapore and Hong Kong, namely Varitronix International Limited,

LZYE Group Limited, Nam Tai Electronics and SITC International Holding Co Ltd. He is also a Non

Executive Director of the HKEx listed South China Land Limited.

20

Executive Officers


CHANG Mei Po, Helen is a shareholder and the Managing Director of S Travel, a subsidiary of the

Company since December 2011 when she has collaborated with the Company for the establishment

of S Travel. She has over 31 years of experience in the travel industry. She involves in the overall

management, and oversight of sales and operations, marketing and strategic planning and business

development of S Travel. She started her career as Sales Executive at Four Seasons Travel in 1982

and was then promoted to the position of Branch Manager in 1985. Following that, she joined Travel

Expert Ltd as Sales Director in 1989 and became a shareholder of Travel Expert Ltd in 1990 until

2009 when she left the company. During the 20 years in Travel Expert Ltd, she served as Sales

Director and Human Resources & Training Director.

KOK Kiu Ngor, Sharon was appointed as the Financial Controller of Westminster-HK in October

2007. She has over 19 years of experience in financial and management accounting, auditing,

corporate finance, travel and hospitality, transportation and property development industries. She is

responsible for managing the finance and accounts of the Group, including its cashflow and working

capital requirements, preparing the financial analysis and is involved in the business strategy and

development plans. From 1994 to 1999, she worked with PricewaterhouseCoopers in Hong Kong

as an Senior Associate. From 1999 to 2007, she was with Shun Tak Holdings Limited, a company

listed on the main board of HKEx, rising through the ranks from Financial Analyst of the corporate

finance department and corporate affairs and development department, to Financial Controller of

the then established Shun Tak Travel Services Limited. Sharon holds a Bachelor of Arts Degree

in Accountancy (Honours) from The City University of Hong Kong, and is a fellow member of the

Association of Chartered Certified Accountants and an associate member of the Hong Kong Institute

of Certified Public Accountants.

LEUNG Tai Leung, William is the founder and the Managing Director of WTL-Wincastle, a subsidiary

of the Company since 1986. He has over 40 years of experience in the travel industry and has

worked with several large players in the industry in Hong Kong prior to the establishment of WTL-

Wincastle. He is involved in the management and oversight of the business, financial and operational

resources and activities of WTL-Wincastle. From 1973 to 1986, he worked at various travel agencies,

namely Aik Khiaw Travel, Golden Flower Travel, Super Travel, Ga Ga Tours, Travel Advisor, Choices

Holiday, United Tours, Package Tours and Maywood Travel.

LIOW Yoke Ching, Lena was appointed as General Manager of Westminster-SG in January 2008.

She has more than 30 years of experience in corporate sales, marketing and management in the

travel industry. She is responsible for the strategic development and management of Westminster-

SG and oversees Westminster-SG’s business, financial and operational resources and activities.

In 1979, she worked with Anglo French Travel Pte Ltd. starting off as sales and marketing officer

and was subsequently promoted to General Manager of the business travel. She then worked as

a freelance consultant with Westminster-SG from 2003. In 2006, she joined Westminster-SG full-

time as its General Manager of business travel. Lena has obtained a Diploma from the International

Air Transport Association and Universal Federation of Travel Agents Associations Joint Passenger

Agents’ Professional Training Programme. She is an active member of the Air Transportation

Committee in the National Association of Travel Agents Singapore and an agents’ representative

member in the IATA-Agency Programme Joint Council.

ANNUAL REPORT 2013

21

MA Wai Ling, Eliza is currently a Director and General Manager of TLX, a wholly owned subsidiary

of the Company, which was acquired in March 2012. She joined TLX in 2001 and served as General

Manager before the acquisition. She has over 33 years of experience in the travel industry. She is

responsible for the oversight of the day-to-day operations, including marketing, strategic planning

and business development of TLX. From 1980 to 1986, she served as Senior Travel Consultant

of Citizens Travel Agency Ltd. During the period of 1986 to 1989, she was Assistant Manager –

Passenger Sales at Miramar Hotel & Investment (Express) Ltd. Following that, she was Deputy

General Manager of Karison Travel Limited from 1989 to 1997 and was re-designated to General

Manager from 1998 to 2001. Currently, Eliza is an Executive Committee Member of Hong Kong

Association of Travel Agents (HATA).

TONG Elaine was appointed as Head of Human Resource, Administration and Communications

of Westminster-HK in October 2008. She joined the Group in October 2007 and has over 24 years

of experience in international companies covering investment holding, property management, fast

moving consumer goods, and power generation. She is responsible for the formulation of human

resource strategies, the management of human resource functions and also advises on human

resource issues for the Group. From 1990 to 1992, she served as Executive Secretary to a Director

of NEI (HK) Limited, Rolls-Royce Industrial Power Group. During the period of 1993 to 1999, she

was Executive Secretary to a Director of Customer Business, Asia Pacific of Procter & Gamble. From

1999 to 2000, she was Executive Secretary to the Managing Director of Colliers Jardine (Hong Kong)

Limited. From 2000 to 2007, she was the Head of Human Resource of E2-Capital (Holdings) Limited,

a company listed on the main board of HKEx. Elaine holds a Master of Science degree in Strategic

Human Resource Management from the Hong Kong Baptist University and is an Associate Certified

Coach with the International Coach Federation.

22

Corporate Governance Report


The Board and the management of Westminster Travel recognise the importance of corporate governance in the Group’s long-

term development and sustainability. The Group is committed to upholding high standards of corporate governance to enhance

corporate performance and protect the interests of the Shareholders.

This report sets out the Group’s main corporate governance practices with reference to the CG Code 2005. The Board

is pleased to report the compliance with the principles of the CG Code 2005 except where otherwise stated and such

compliance is regularly reviewed to ensure transparency and accountability.

In addition to its adherence and compliance with the CG Code 2005, the Board have taken steps to gradually align the

Company’s governance framework with the recommendations of the CG Code 2012, notwithstanding that the CG Code 2012

will only be applicable to the Company from FY2014.

BOARD MATTERS

The Board’s Conduct of Affairs

The Board provides strategic guidance and entrepreneurial leadership for the Group and ensures that the Group has adequate

financial and human resources to achieve its objectives and long-term success of the business.

Roles and Duties of the Board

The Board’s principal functions include providing entrepreneurial leadership and approving strategic business plans, annual

budget plan, major acquisition and disposal of assets and businesses, and financial results of the Group. It also establishes

a framework of prudent and effective controls which enable risk to be assessed and managed and sets corporate values and

standards for the Group to ensure that the obligation to shareholders and other stakeholders are met. In addition, the Board

reviews the management’s performance, the Group’s corporate policies and financial performance.

Delegations of Authority to Board Committees

The Board has established a number of committees to assist the Board in discharging its responsibilities efficiently and

effectively. These committees include the AC, the RC and the NC. A majority of the members of each of these Board

Committees are Independent Non Executive Directors and each committee is chaired by an Independent Non Executive

Director. Each of the committees’ functions, roles and authorities are clearly set out in its terms of reference.

ANNUAL REPORT 2013

23

The Board’s Conduct of Affairs (Continued)

Meeting of Board and Board Committees

The Board and the Board Committees hold physical meetings on a regular basis and when circumstances dictate. The Articles

allows meetings to be conducted by way of telephone conferencing or any other electronic means of communication. The

number of Board and Board Committee meetings held in FY2013 and the attendance of each Director are set out as follows:

Name of Director Board

Audit

Committee

Remuneration

Committee

Nominating

Committee

Meetings

Attended/

Meetings Held

Meetings

Attended/

Meetings Held

Meetings

Attended/

Meetings Held

Meetings

Attended/

Meetings Held

Dato’ WONG Sin Just Non Executive Chairman 4/4 4/4 2/2 1/1

LO Fai Wah, Larry Managing Director 4/4 N/A N/A N/A

CHU Tak Shun, Henry Finance Director 4/4 N/A N/A N/A

HUO Ling Executive Director – China 4/4 N/A N/A N/A

YU Chung Hang, Lucian Executive Director 4/4 N/A N/A N/A

LEE Gee Aik Lead Independent Director 4/4 4/4 2/2 1/1

LAM Kin, Lionel Independent Director 4/4 4/4 2/2 1/1

Dr LO Wing Yan, William, J.P. Independent Director 4/4 4/4 1/2(1) N/A

Note:

(1) Dr Lo Wing Yan, William, J.P. was appointed Chairman of the RC in place of Lee Gee Aik with effect from 1 September 2012.

Matters Reserved for Board’s Decision

The Group has established approval limits for operating and capital expenditure, procurement of goods and services as well

as operational and financial authorisation on daily and ad hoc operation decision-making. Apart from matters that specifically

require the Board’s approval, such as major acquisitions and realisations, issue of Shares, dividend distributions and other

returns to Shareholders, the Board approves transactions exceeding certain threshold limits, while delegating authority for

transactions below those limits to the Board Committees, the management and key executives so as to optimise operation

efficiency.

Appointment and Training for Directors

New Directors appointed to the Board are briefed on the Group’s business activities and its strategic directions, as well as

statutory and other responsibilities as a Director. The Directors have the obligation to act in good faith and in the interests of

the Group. The Group recognises the importance of appropriate training for the Directors, apart from the initial orientation.

The Directors are updated on amendments/requirements of the Catalist Rules and other statutory and regulatory requirements

from time to time, to enable them to discharge their duties effectively. Continuing training particularly on relevant new laws,

regulations and changing commercial risks will be provided to the Directors from time to time. Newly appointed Directors will

also be provided a formal letter setting out their duties and obligations.

24



Board Composition and Guidance

Composition of the Board

The Board comprises four (4) Executive Directors, one (1) Non Executive Director and three (3) Independent Directors, of which

the number of Independent Directors accounts for more than one-third (1/3) of the Board. The requirement of the CG Code

2005 that at least one-third (1/3) of the Board comprises Independent Directors is satisfied.

Independence of Directors

The Independent Directors have confirmed that they do not have any relationship with the Company or its related companies

or its officers that could interfere, or be reasonably perceived to interfere, with the exercise of the Director’s independent

business judgement with a view to the best interest of the Company. The Board considers an Independent Director as one who

has no relationship with the Company, its related corporations, its 10% shareholders or its officers that could interfere, or be

reasonably perceived to interfere, with the exercise of the Directors’ independent business judgment of the Group’s affairs with

a view to the best interest of the Company.

The Board has taken into account the views of the NC on whether a Director is independent in character and judgement and

whether there are relationships or circumstances which are likely to affect or could appear to affect, the Director’s judgement.

In assessing the independence of each Director, the NC had examined different relationships identified by the CG Code 2012

that might impair the Directors’ independence and objectivity. The NC had reviewed and determined that the said Directors are

independent.

Size, Composition and Competency of the Board

The NC, taking into account the nature of operations of the Group, reviews the size and composition of the Board from time

to time, to ensure that the size of the Board is conducive for effective discussion and decision-making with an appropriate

number of Independent Directors. The Board carried out a board performance evaluation for FY2013 and concluded that the

current size of the Board and the combined experience, skills, knowledge and expertise of the Directors could provide effective

decision-making and leadership to the Group. Therefore, the NC seeks to maintain an appropriate balance of expertise and

attributes among the Directors, including relevant core competencies in areas such as travel industry knowledge, accounting

and finance, business and management, strategic planning and regional business expertise. The NC is of the view that the

current Board comprises persons who as a group provide capabilities required for the Board to be effective.

Check and Balance Provided by Non Executive Directors

Non Executive Directors constructively challenge and help develop proposals on strategy and review the performance of

management in meeting agreed goals and objectives and monitor the reporting of performance.

The Non Executive Directors communicate with each other without the presence of management as and when the need arises.

The Company also benefited from the management’s ready access to its Directors for guidance and exchange of views within

the formal environment of the Board and Board committees meetings or informal meetings.

Key information of the Directors is set out on pages 16 to 19 of this annual report.

ANNUAL REPORT 2013

25

Chairman and Managing Director

Clear Division of Responsibilities and Authorities

Dato’ Wong Sin Just is the Non Executive Chairman of the Board, and Mr Lo Fai Wah, Larry is the Managing Director of the

Group. Dato’ Wong Sin Just and Mr Lo Fai Wah, Larry are not related to each other. There is a clear division of roles and

responsibilities between the Chairman and the Group’s Managing Director to ensure an appropriate balance of power and

authority, thus no individual represents a considerable concentration of power.

The Non Executive Chairman is responsible to exercise control over quality, quantity and timeliness of the flow of information

between the management and the Board, while not interfering with the flow of the Group’s operations. The Group’s Managing

Director is responsible for implementing the Group’s strategies and policies, and conducting the Group’s businesses.

In line with the recommendation under Guideline 3.3 of the CG Code 2012, Mr Lee Gee Aik has been appointed as the Lead

Independent Director of the Company with effect from 1 September 2013, who is available to address shareholders’ concerns

on issues that has not been satisfactory resolved or cannot be appropriately dealt with by the Chairman, Managing Director or

the Finance Director.

Board Membership

Composition of Nominating Committee

The NC comprises two (2) Independent Directors, namely Mr Lam Kin, Lionel and Mr Lee Gee Aik and one (1) Non Executive

Director, namely Dato’ Wong Sin Just, majority of whom, including the NC Chairman are independent. The NC is chaired by Mr

Lam Kin, Lionel and he is not associated with any substantial Shareholders or officers of the Company.

Roles and Responsibilities of Nominating Committee

The NC carries out its duties in accordance with the written terms of reference of the NC, which include establishing and

reviewing the profile required of the Board members, and making recommendations to the Board on matters relating to the

succession plans for directors, the development of a process for evaluation of the performance of the Board and its Board

Committees, reviewing the training and professional development programs for the Board as well as the appointment, re-

appointment and retirement of Directors. The NC also reviews the composition of the Board from time to time, and to search

and identify suitable candidates with appropriate qualifications, expertise and experience.

Commitments of Directors

The NC assesses each Director’s competencies, commitment, contribution and performance, as well as independence on an

annual basis or when necessary to decide whether a Director is able to, and has been adequately carrying out his duties as a

Director.

All Directors had declared to the Company the number of listed company board representations and other principal

commitments they had, as defined in CG Code 2012, which assisted the NC in determining whether Directors who are on

multiple board representations have adequately carried out their duties as a director of the Company with sufficient time and

attention given towards the Company’s affairs. As a guideline to address the competing time commitments faced by Directors,

the Board has determined that any Director should not hold more than eight (8) listed company board representations.

Although some of the Board members have multiple board representations and hold other principal commitments, the

NC, having reviewed each Director’s outside directorships, where applicable, as well as each Director’s attendance and

contributions to the Board, is satisfied that sufficient time and attention has been given by the Directors to the Group in

carrying out their responsibilities.

26



Board Membership (Continued)

Process for Selection, Appointment and Re-appointment of Directors

The Company has in place a search and nomination process for the appointment of new Directors. Potential candidates are

sourced from the Board’s and management’s network of contacts and are identified based on the needs of, and the relevant

expertise required by the Company. The Company may appoint professional search firms and recruitment consultants to assist

in the selection and evaluation process if the appointment requires a specific skill set or industry specialisation. The NC, having

assessed each candidate based on the essential and desirable competencies for a particular appointment, will nominate the

most suitable candidate for appointment to the Board.

To ensure the independence of the Director’s appointment, re-nomination and retirement, each member of the NC abstains

from voting on any resolution and making any recommendation and/or participating in respect of matters in which he has an

interest.

All Directors are subjected to the provisions of the Articles whereby one-third (1/3) of the Directors, other than the Managing

Director, are required to retire by rotation and be nominated for re-election by the Shareholders at the AGM. Accordingly, the

Directors, other than the Managing Director, will submit themselves for re-nomination and re-election at regular intervals and at

least once every three (3) years. In addition, any Director appointed during the year, shall hold office until the next AGM.

In considering the nomination, the NC took into account, the contribution of the Directors with reference to their attendance

and participation in the Board and Board Committees as well as the proficiency with which they have discharged their

responsibilities.

The NC recommended to the Board that Dato’ Wong Sin Just, Mr Lee Gee Aik and Ms Huo Ling be nominated for re-election

at the forthcoming AGM. Dato’ Wong will, upon re-election as a Director of the Company, remain as a member of the AC,

the NC and the RC. Mr Lee will, upon re-election as a Director of the Company, remain as the Lead Independent Director,

the Chairman of the AC and a member of the NC and the RC. In making the recommendations, the NC had considered the

Directors’ overall contribution and performance. Dato’ Wong and Mr Lee have abstained from making any recommendation

and/or participating in any deliberation of the NC in respect of the assessment of their re-election as Directors.

A record of the NC members’ attendance at the NC meetings during FY2013 is set out on page 23 of this annual report. Key

information of the Directors is set out on pages 16 to 19 of this annual report.

ANNUAL REPORT 2013

27

Board Performance

Assessment of the Effectiveness of the Board and Board Committees

The Board and NC strive to ensure that the Directors on the Board possess the experience, knowledge and skills critical to

the Group’s business so as to enable the Board to make sound and well-considered strategic decisions. The NC assesses the

independence of each Director according to the guidance given under the CG Code 2012. The NC also reviews the Directors’

attendance, preparedness, participation and candour in the meetings.

In compliance with the recommendations of the CG Code 2012, performance evaluation was conducted for the Board as

a whole and each of the Board Committee (namely the AC, NC and RC) in FY2013 for assessing the contribution by the

Chairman and each of the Board Committees’ members to the effectiveness of the Board. This evaluation exercise reviews

the effectiveness of the Board as a whole and of its Board Committees and provides an opportunity to obtain constructive

feedback from each Director and Board Committee member on whether procedures and processes had allowed him or her to

discharge his or her duties effectively. They were also encouraged to propose changes which may be made to enhance the

effectiveness of the Board and Board Committees.

The performance evaluation for FY2013 was conducted by having all Directors complete a questionnaire, which included

questions on the Board and Board Committees’ composition and effectiveness as well as process and contribution, timeliness

of Board information and accountability. The NC discussed the results of the performance evaluation and appropriate actions

to be taken with the Chairman of the Board and of each Board Committee.

The Board considers the current process to assess the Board’s performance as a whole is adequate to measure the

effectiveness of the Board’s performance. Moreover, the NC has assessed the current Board’s performance to-date and is of

the view that the performance of the Board as a whole and the Board Committees was satisfactory and there is no necessity

to carry out an evaluation of each individual director.

Access to Information

Provision of Information to the Board

Prior to each Board meeting and when the need arise, the Board is provided with timely and adequate information, thus

allowing them to deliberate on issues which will require consideration. The management also provides the Board with periodic

management reports pertaining to the operational and financial performance of the Group to enable the Board to be fully

cognisant of the decisions and actions of the management. Directors are entitled to request from management and be

provided with additional information as needed to make informed decisions to discharge their duties and responsibilities.

Board’s Access to Senior Management and Company Secretary

The Directors have separate and independent access to the senior management and Company Secretary at all times. They

also have unrestricted access to the Group’s records and information. The Company Secretary administers, attends and

prepares minutes of all Board and Board Committees meetings for circulation and approval. The appointment and the removal

of Company Secretary rest with the Board as a whole.

Roles and Responsibilities of Company Secretary

The Company Secretary is responsible for, amongst other things, ensuring that Board procedures are observed and that

applicable rules and regulations are complied with. Under the direction of the Chairman, the Company Secretary is also

responsible for ensuring good information flows within the Board and Board Committees, and between management and

Non Executive Directors, advising the Board on all governance matters, as well as facilitating orientation and assisting with

professional development as required. The Company Secretary and/or her representative attended all Board and Board

Committees’ meetings held in FY2013.

28



Access to Information (Continued)

Board’s Access to Independent Professional Advice

Procedures are in place for the Directors and Board Committees, where necessary, to seek independent professional advice in

the furtherance of their duties and on matters affecting the Group, at the Company’s expense.

REMUNERATION MATTERS

Procedures for Developing Remuneration Policies

Composition of Remuneration Committee

The RC was established with written terms of reference, which sets out the role and authority delegated to it by the Board.

The RC comprises three (3) Independent Directors, namely Dr Lo Wing Yan, William who is the Chairman of the RC, Mr Lee

Gee Aik and Mr Lam Kin, Lionel, and one (1) Non Executive Director, namely Dato’ Wong Sin Just. Dr Lo was appointed as RC

Chairman in place of Mr Lee with effect from 1 September 2012.

All the members of the RC are Non Executive Directors and the majority of them (including the RC Chairman) are independent

of the management and free from any business or other relationship which may materially interfere with the exercise of their

independent judgement. This is to minimise the risk of any potential conflict of interest. No Director is involved in deciding his

own remuneration.

A record of the RC members’ attendance at the RC meetings during FY2013 is set out on page 23 of this annual report.

Remuneration Committee

The RC was established to review and recommend to the Board:

(i) a general framework of remuneration for the Board members, key management personnel and employees related to

Directors or controlling Shareholders,

(ii) the specific remuneration package for each Executive Director and key management personnel,

(iii) Directors’ fees and relevant package for Non Executive Directors, which are subject to Shareholders’ approval at the

AGM; and

(iv) the terms and renewal of service contracts of the Executive Directors.

The RC aims to be fair and avoid rewarding poor performance. It reviews the Company’s obligations arising in the event of

termination of the Executive Directors and key management personnel’s contract of service, to ensure that such contracts of

service contain fair and reasonable termination clauses which are not overly generous.

Remuneration Committee’s Access to Advice on Remuneration Matters

The RC has access to professional advice regarding compensation matters, if required.

ANNUAL REPORT 2013

29

Level and Mix of Remuneration

Determining the Remuneration of Executive Directors and Key Management Personnel

The RC makes recommendations on an appropriate framework of remuneration taking into account employment conditions

within the industry and the Group’s performance to ensure that the package is competitive and sufficient to attract, retain

and motivate the Directors and key management personnel. On the other hand, the Company avoids paying more than it is

necessary for this purpose. Elements of the Group’s relative performance and the performance of individual Directors form part

of the Executive Directors’ remuneration packages so as to align their interests with those of Shareholders and promote long-

term success of the Company.

Determining the Remuneration of Non Executive Directors

In setting remuneration packages of Non Executive Directors, effort and time spent, and responsibilities of the Non Executive

Directors are taken into account. No retirement benefit schemes are in place for Non Executive Directors. No Director decides

his own remuneration. Directors’ fees are recommended by the RC and are submitted for endorsement by the Board.

Directors’ fees and allowances to be paid to Non Executive Directors are subject to the approval of Shareholders at the AGM.

Disclosure on Remuneration

(A) Remuneration of Directors

A breakdown, showing the level and mix of each Director’s remuneration for FY2013 is as follows:

Remuneration Band/

Name of Directors Fee Salary Bonus Other benefits

% % % %

S$500,000 and above

CHU Tak Shun, Henry – 38% 62% –

LO Fai Wah, Larry – 33% 67% –

Below S$250,000

Dato’ WONG Sin Just 41% – – 59%

YU Chung Hang, Lucian – 84% 14% 2%

HUO Ling – 86% 11% 3%

LAM Kin, Lionel 50% – – 50%

LEE Gee Aik 45% – – 55%

Dr LO Wing Yan, William, J.P. 58% – – 42%

The Group has entered into separate service agreements with each of the Executive Directors.

30



Disclosure on Remuneration (Continued)

(B) Remuneration of Executive officers Who Are Not Directors

A breakdown, showing the level and mix of each of the top six (6) executive officer’s remuneration for FY2013 is as

follows:

Remuneration Band/

Name of Executive Officer Fee Salary Bonus Other benefits

% % % %

Below S$250,000

CHANG Mei Po, Helen – 91% 7% 2%

KOK Kiu Ngor, Sharon – 72% 27% 1%

LEUNG Tai Leung, William – 91% 8% 1%

LIOW Yoke Ching, Lena – 88% 7% 5%

MA Wai Ling, Eliza – 74% 24% 2%

TONG Elaine – 84% 14% 2%

(C) Remuneration of Immediate Family Member of Directors or the Managing Director

For FY2013, there was no employee who is an immediate family member of the Directors or the Managing Director and

whose remuneration exceeded S$150,000.

Share Option Scheme

The Company has implemented a share option scheme (the “Scheme”) on 23 December 2008. Details of the Scheme were

set out in an Offer Document of the Company dated 16 January 2009. During FY2013, no share option was granted by the

Company.

ACCOUNTABILITY AND AUDITAccountability

Accountability on Information Provided to Investors

It is the aim of the Board to provide Shareholders with a balanced and understandable assessment of the Group’s

performance, position and prospects. This responsibility extends to the interim and other price-sensitive public reports, and

reports to regulators (if required). The Board is responsible to take adequate steps to ensure compliance with legislative and

regulatory requirements.

Management Accounts and Information Provided to Directors

The management currently provides the Board with management accounts of the Group’s performance and position on a

monthly basis, upon request, or as and when deemed necessary. The management updates members of the Board regularly

on the Group’s business activities and financial performance by providing verbal update on operational and financial related

matters on a quarterly basis and when deemed necessary. The management also highlights key business indicators and major

issues that are relevant to the Group’s performance for the Board to review and discuss.

Prior to the release of half-year and full year results to the public, the management presents the Group’s financial performance

together with notes explaining in detail the operations and the prospects of the Group to the AC, who will review and

recommend the same to the Board for approval and for the release of the results.

These enable the Board to make a balanced and informed assessment of the Group’s performance, position and prospects.

ANNUAL REPORT 2013

31

Risk Management and Internal Controls

Risk Management and Monitoring

The Board recognises the importance of maintaining a sound system of risk management and internal controls to safeguard

Shareholders’ interests and the Group’s assets and determines the nature and extent of the significant risks which the Board is

willing to take in achieving its strategic objectives. The Board approves the Group’s level of risk tolerance and risk management

policies, and oversees management in the design, implementation and monitoring of risk management and internal control

systems. Effective internal controls not only refer to financial controls but include, amongst others, business risk assessment

and response, operational, compliance and information technology controls.

The Group recognises that risk management is a collective effort beginning with departmental operation and operating

segment, followed by individual business units and ultimately the management and the Board, working together as a team.

A self-assessment process on risk identification and analysis was introduced in FY2013 to ensure that the potential risks in

different aspects that may adversely affect the Group’s operations and business objectives were identified, monitored and be

brought to within acceptable cost and tolerance parameters.

The management frequently reviews the Company’s business and operational activities to identify areas of significant business

risks as well as establishing appropriate measures to control and mitigate these risks within the Company’s policies and

strategies. The significant financial risk management policies are disclosed in the accompanying audited financial statements.

Adequacy and Effectiveness of Internal Control System

The Board is aware that no cost effective internal controls system can preclude all errors and irregularities, as a system is

designed to manage rather than to eliminate all the risks of failure to achieve business objectives. The Board considered that

there was no significant weakness or breakdown in the Group’s existing system of internal controls and that they provided

reasonable but not absolute assurance which precluded the Group from being adversely affected by any event that could be

reasonably foreseen as it strived to achieve its strategic objectives.

Based on the Group’s policies and procedures, the Group’s risk assessment framework, regular review of compliance

checklists covering various legal, regulatory and compliance areas by the management, AC and the Board, the regular audits

monitoring and reviews performed by the internal and external auditors and assurance from the Executive Directors, the Board,

with the concurrence of the AC, is of the opinion that the system of internal controls that has been maintained by the Group

throughout FY2013 is adequate to address the financial, operational, compliance and information technology risks which the

Group considers relevant and material to its operations.

32



Audit Committee

Composition of Audit Committee

The AC was established with written terms of reference, setting out the role and authority delegated to it by the Board.

The Audit Committee comprises four (4) members namely, Mr Lee Gee Aik, Mr Lam Kin, Lionel, Dato’ Wong Sin Just and Dr.

Lo Wing Yan, William, J.P., the majority of whom, including the AC Chairman, are independent. All of the members of the AC

are non executive. The AC is chaired by Mr Lee Gee Aik, who is an Independent Director with solid accounting and auditing

experience, and relevant professional qualifications. He is a partner of a certified public accounting firm in Singapore. Another

member of the AC, Dato’ Wong Sin Just also possesses sound financial management background, and solid experience in

auditing and corporate finance.

Authorities, and Roles and Responsibilities of the Audit Committee

The Board recognises the importance of good corporate governance and the offering of a high standard of accountability to

the Shareholders. The AC is authorised by the Board to investigate all matters within its term of reference. The AC has full

access to, and the co-operation of the management, as well as full discretion to invite any Director or executive officer to

attend its meetings, and is provided with reasonable resources for it to discharge its functions properly.

The main responsibilities of the AC are to assist the Board in discharging its statutory and other responsibilities relating to

internal controls, financial and accounting matters, compliance, as well as business and financial risk management. The AC

reports to the Board on the audits undertaken by the external and internal auditors, the adequacy of disclosure of information,

and the appropriateness and quality of the system of risk management and internal controls. It reviews the interim and annual

financial statements with the management and the external auditors, reviews with the external auditors the audit plan, their

evaluation of the Group’s system of internal accounting controls, their letter to the management and the management’s

response.

The AC is responsible for evaluating the cost-effectiveness of audits, the independence and objectivity of the external auditors,

and the nature and extent of the non-audit services provided by external auditors. In addition, the AC reviews and approves

the Group’s charter of internal audit to ensure the adequacy and effectiveness of the internal audit function. At the same time,

it ensures that the internal audit function is adequately resourced and has appropriate standing within the Group.

The AC met with the external and internal auditors without the presence of management in respect of the FY2013 audit to

review matters that might be raised privately and also review the independence of the external an internal auditors annually.

The AC has reasonable resources to enable it to discharge its function properly.

The auditors of the Company’s subsidiaries and jointly controlled entities are disclosed in note 32 to the financial statements

in this annual report. The Board and AC have considered and confirmed that the appointments of different auditors would not

compromise the standard and effectiveness of the audit of the Company. Accordingly, Rules 712 and 715 of the Catalist Rules

have been complied with.

The AC has reviewed the fee of non-audit services to the Group by the external auditors (see details on page 35 of this annual

report), and being satisfied that the nature and extent of such services will not prejudice the independence and objectivity of

the external auditors, is pleased to recommend the re-appointment of PricewaterhouseCoopers LLP as external auditors of the

Company at the forthcoming AGM.

A record of the AC members’ attendance at the AC meetings during FY2013 is set out on page 23 of this annual report.

ANNUAL REPORT 2013

33

Audit Committee (Continued)

Whistle-blowing Policy

The Group is committed to a high standard of ethical conduct and adopts a zero tolerance approach to fraud. The Group

undertakes to investigate complaints of suspected fraud in an objective manner, and has put in place a whistle-blowing system

which provides employees and any other person with well-defined and accessible channels, including direct approach to the

Chairman of the AC, internal auditor and Head of Human Resources.

The system is intended to encourage the reporting of such matters in good faith, with confidence that employees and any

other person making such reports will be treated fairly and, as far as possible, be protected from possible reprisal. The AC is in

charge of overseeing the functions and handling of matters being reported through the whistle-blowing system.

Internal Audit

Reporting Line of Internal Auditor

To promote sound risk management and good corporate governance, an internal audit function has been established.

The internal auditor’s primary line of reporting is to the Chairman of the AC and also reports to the Executive Directors

administratively.

The charter of internal audit is established to govern the scope, independence, responsibility and authority of the internal

auditor. The AC approves the hiring, removal and compensation of the head of internal audit function. The internal auditor has

unfettered access to all the Group’s documents, records, properties and personnel, including access to the AC.

The internal auditor carries out internal controls review on the operations and activities that are independent to the internal

auditor on a continuous basis. The internal auditor adopts a risk-based approach in formulating the audit plan which aligns

its activities to the key risks across the Group. This plan is reviewed and approved by the AC on an annual basis and as and

when there is any change to the approved plan.

Internal Audit Function

The AC reviews the Group’s levels of risk tolerances and risk policies, and oversees management in the design, implementation

and monitoring of the risk management and internal controls systems. The reviews performed by the internal auditor aims

at assisting the AC in discharging their duties in risk and internal controls management through assessing the design and

operating effectiveness of controls that govern key business processes and risks identified in the overall risk framework of

the Group. The internal auditor reports its audit findings to the AC and the management on a quarterly basis to provide an

objective opinion and assurance on the adequacy of the internal processes and controls. Financial and operational risks are

identified and recommendations on policies and plans for effective operational and compliance controls are provided.

Effectiveness and Adequacy of Internal Audit Function

To ensure that the internal audits are conducted effectively, the Group recruits and employs suitable professional staff with

the requisite skill-sets and experience. During FY2013, the AC reviewed the adequacy and effectiveness of the internal audit

function through reviewing the internal audit activities and reports on a quarterly basis. AC also performed a formal review

on annual basis concerning the efficiency, effectiveness, independence and adequacy of the internal audit function and

was satisfied that the function had adequate resources and appropriate standing within the Group to perform its functions

effectively.

34



SHAREHOLDER RIGHTS AND RESPONSIBILITIES

Shareholder Rights

The Company recognises the importance of treating all Shareholders fairly and equitably, as well as the responsibility to

facilitate the exercise of Shareholders’ right. All registered Shareholders are given the opportunity to participate in and vote at

the AGM. Shareholders are informed of shareholders’ meetings through notices published in newspaper(s) and the SGXNET.

The annual reports or circulars are despatched to all Shareholders in a timely manner. Notice of the AGM is set out on pages

92 to 94 of this report.

Communication with Shareholders

The Group adopts an open and non-discriminatory communication program to promote regular, effective and fair

communication with Shareholders. An investor relations policy has been established to ensure that Shareholders are provided

with ready, equal and timely access to balanced and understandable information about the Company, in order to enable

Shareholders, to exercise their rights in an informed manner, and to allow Shareholders to engage actively with the Company.

The Group is committed to keeping Shareholders apprised of the Group’s performance and prospects. In line with continuous

disclosure obligations of the Group pursuant to the Catalist Rules, the Board’s policy is that all Shareholders should be equally

and timely informed of all major developments that impact the Group. Information will first be disseminated through SGXNET

and, where relevant, followed by publication on the Company’s website.

Financial results are announced in a timely manner. Results announcements contain detailed disclosures as required by the

SGX-ST and voluntary disclosure for higher level of transparency to which the Company is committed. The Company’s main

website serves as an important resource of information for investors. It contains the Group’s public presentations, Board’s,

Board Committees’ and key executives’ information, financial highlights, financial results and reports, announcements, circulars

and notices, press releases as well as investor relation’s contact.

Conduct of Shareholder Meetings

Shareholders’ Participation and Proxies

The AGM is a principal forum for dialogue and interaction with all Shareholders. The Company’s forthcoming AGM will be held

on 29 October 2013. Notice of the AGM is set out on pages 92 to 94 of this annual report. The Company encourages active

participation from the Shareholders at its AGMs. To facilitate voting by the Shareholders, the Articles allow the Shareholders to

vote by proxies. Proxy forms can be sent to the Company by mail. Each distinct issue will be tabled for Shareholders’ approval

via separate resolutions at AGMs and the Board will provide reasons and material implications whenever resolutions are

interlinked. The Chairmen of the AC, the RC and the NC as well as the external auditors will be present and available to assist

the Board in addressing any queries from the Shareholders.

Minutes of Annual General Meetings

The Company Secretary prepares minutes of AGM that include substantial and relevant comments or queries from shareholders

relating to the agenda of the meeting, and responses from the Board, management and external auditors. Minutes of AGM are

available to shareholders upon their request.

ANNUAL REPORT 2013

35

INTERESTED PERSON TRANSACTIONS

The Company adopts a set of procedures governing all interested person transactions to ensure that they are carried out

on arms’ length basis, on normal commercial terms and will not be prejudicial to the interests of the Company and its

Shareholders.

The Company does not have a general mandate from its Shareholders for recurring interested person transactions. There was

no interested person transactions of S$100,000 or more entered into during the financial year under review.

DEALING IN SECURITIES

In line with Rule 1204(19) of the Catalist Rules, the Group has adopted an internal code of practice with respect to dealing in

securities by the Directors and its employees. The Directors, the management and employees of the Group who have access

to price-sensitive, financial or confidential information are not permitted to deal in the Company’s shares during the period

commencing one (1) month before the announcement of the Group’s half-yearly and annual financial results and ending on the

date of the announcement of the financial results, or when they are in possession of unpublished price-sensitive information

of the Group. In addition, the Directors and employees are expected to observe insider trading laws at all times even when

dealing in securities within permitted trading periods. The Directors and employees are also discouraged from dealing in the

Company’s shares on short-term considerations.

MATERIAL CONTRACTS

There were no material contracts entered into by the Group that involved the interests of the Directors or controlling

Shareholders which are still subsisting as at the end of FY2013, or if not then subsisting, entered into since the end of the

previous financial year.

NON-SPONSOR FEES

There were no non-sponsor fees paid to the Company’s sponsor, PrimePartners Corporate Finance Pte. Ltd., for FY2013.

AUDIT AND NON-AUDIT FEES

The aggregate amount of fees paid by the Group to the external auditor, PricewaterhouseCoopers LLP, amounted to HK$1.45

million for audit services and HK$0.32 million for non-audit services. The nature of these non-audit services rendered to the

Group and their related fees for FY2013 are as follows:

HK$’000

Interim review 300

Others 22

Having reviewed all non-audit services provided by the external auditor, the AC is satisfied that the nature and extent of such

services would not affect the independence and objectivity of the external auditor.

36

Financial Statements


37 Directors’ Report

40 Statement by Directors

41 Independent Auditor’s Report

42 Consolidated Income Statement

43 Consolidated Statement of Comprehensive Income

44 Balance Sheets

45 Consolidated Statement of Changes in Equity

46 Consolidated Cash Flow Statement

47 Notes to the Financial Statements

For the Financial Year Ended 30 June 2013

Directors’ Report

37

ANNUAL REPORT 2013

The Directors are pleased to present their report to the members together with the audited consolidated financial statements of

the Group for the financial year ended 30 June 2013 and the balance sheet of the Company as at 30 June 2013.

1. DIRECTORS

The Directors of the Company in office at the date of this report are:

Dato’ WONG Sin Just

LO Fai Wah, Larry

CHU Tak Shun, Henry

HUO Ling

YU Chung Hang, Lucian

LAM Kin, Lionel

LEE Gee Aik

Dr LO Wing Yan, William, J.P.

2. ARRANGEMENTS TO ENABLE DIRECTORS TO ACQUIRE SHARES AND DEBENTURES

Neither at the end of nor at any time during the financial year was the Company a party to any arrangement whose

object is to enable the Directors of the Company to acquire benefits by means of the acquisition of shares in, or

debentures of, the Company or any other body corporate.

3. DIRECTORS’ INTERESTS IN SHARES OR DEBENTURES

According to the register of Directors’ shareholdings kept by the Company for the purposes of Section 164 of the

Companies Act, Chapter 50 of Singapore (the “Act”), none of the Directors of the Company who held office at the end

of the financial year had any interest in the shares or debentures of the Company or its related corporations except as

detailed below:

Shareholdings registered

in the name of Directors

Shareholdings in which

Directors are deemed

to have an interest

Number of ordinary shares

Balance

at 1.7.2012

Balance

at 30.6.2013

Balance

at 1.7.2012

Balance

at 30.6.2013

The Company

Dato’ WONG Sin Just – – 176,103,000 176,103,000 (1)

Note:

(1) As at 30 June 2013, 176,103,000 Shares of the Company were held in trust by DMG & Partners Securities Private Limited on

behalf of e2-Capital Inc. Dato’ Wong Sin Just was deemed interested in the Shares held by e2-Capital Inc. by virtue of him

being the sole shareholder of e2-Capital Inc. as at 20 September 2013.

The Director’s interest in the ordinary shares of the Company as at 21 July 2013 was the same as those as at 30 June

2013.


Directors’ Report

38


4. DIRECTORS’ CONTRACTUAL BENEFITS

Since the end of the previous financial year, no Director of the Company has received or become entitled to receive a

benefit which is disclosed under Section 201(8) of the Act, by reason of a contract made by the Company or a related

corporation with the Director, or with a firm of which the Director is a member, or with a company in which the Director

has a substantial financial interest, except for salaries, bonuses and other benefits as disclosed, in the accompanying

financial statements and in this report. Certain Directors received remuneration from related corporations in their

capacity as Directors and/or Executives of those related corporations.

5. SHARE OPTIONS

During the financial year, there were:

(i) no options granted by the Company or its subsidiaries to any person to take up unissued shares in the

Company or its subsidiaries; and

(ii) no shares issued by virtue of any exercise of option to take up unissued shares of the Company or its

subsidiaries.

There were no unissued shares of the Company or of its subsidiaries under options as at the end of the financial year.

6. AUDIT COMMITTEE

The members of the AC during the financial year and at the date of this report are:

LEE Gee Aik (Chairman)

LAM Kin, Lionel

Dr LO Wing Yan, William, J.P.

Dato’ WONG Sin Just

All of them are non executive and three of them including the Chairman are independent.

The AC performs the functions specified in Section 201B(5) of the Act. The AC has held four (4) meetings during the

year. In performing its functions, the AC met with the Company’s internal and external auditors to discuss the scope of

their work, the results of their examination and evaluation of the Company’s internal accounting control system.

The AC has reviewed the assistance provided by the Company’s officers to the auditors and the consolidated financial

statements of the Group and the balance sheet of the Company prior to their submission to the Directors of the

Company for adoption and reviewed the interested person transactions as defined in Chapter 9 of the Catalist Rules.

The AC has full access to management and is given the resources required for it to discharge its functions. It has full

discretion to invite any Director or executive officer to attend its meetings.

The AC is satisfied with the independence and objectivity of the auditors and has recommended to the Board

of Directors that, PricewaterhouseCoopers LLP, be nominated for re-appointment as independent auditor at the

forthcoming Annual General Meeting.

39

ANNUAL REPORT 2013

7. INDEPENDENT AUDITOR

The independent auditor, PricewaterhouseCoopers LLP, has expressed its willingness to accept re-appointment.

On behalf of the Board of Directors

Dato’ Wong Sin Just Chu Tak Shun, Henry

Director Director

7 October 2013


Statement by Directors

40


In the opinion of the Board of Directors,

(a) the balance sheet of the Company and the consolidated financial statements of the Group as set out on pages 42 to

87 are drawn up so as to give a true and fair view of the state of affairs of the Company and of the Group as at 30

June 2013 and of the results of the business, changes in equity and cash flows of the Group for the financial year then

ended; and

(b) at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts as

and when they fall due.

On behalf of the Board of Directors

Dato’ Wong Sin Just Chu Tak Shun, Henry

Director Director

7 October 2013

Independent Auditor’s Report

41

ANNUAL REPORT 2013

TO THE MEMBERS OF WESTMINSTER TRAVEL LIMITED(incorporated in Singapore with limited liability)

We have audited the accompanying financial statements of Westminster Travel Limited (the “Company”) and its subsidiaries

(together, the “Group”) set out on pages 42 to 87, which comprise the consolidated balance sheet of the Group and

balance sheet of the Company as at 30 June 2013, and the consolidated income statement, the consolidated statement of

comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flow of the

Group for the financial year then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTSManagement is responsible for the preparation of financial statements that give a true and fair view in accordance with the

provisions of the Singapore Companies Act (the “Act”) and Singapore Financial Reporting Standards, and for devising and

maintaining a system of internal accounting controls sufficient to provide a reasonable assurance that assets are safeguarded

against loss from unauthorised use or disposition; and transactions are properly authorised and that they are recorded as

necessary to permit the preparation of true and fair profit and loss accounts and balance sheets and to maintain accountability

of assets.

AUDITOR’S RESPONSIBILITYOur responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in

accordance with Singapore Standards on Auditing. Those standards require that we comply with ethical requirements and

plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material

misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial

statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material

misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor

considers internal control relevant to the entity’s preparation of financial statements that give a true and fair view in order to

design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the

effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used

and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the

financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OPINIONIn our opinion, the consolidated financial statements of the Group and the balance sheet of the Company are properly drawn

up in accordance with the provisions of the Act and Singapore Financial Reporting Standards so as to give a true and fair view

of the state of affairs of the Group and of the Company as at 30 June 2013, and of the results, changes in equity and cash

flows of the Group for the financial year then ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTSIn our opinion, the accounting and other records required by the Act to be kept by the Company and by those subsidiaries

incorporated in Singapore, of which we are the auditors, have been properly kept in accordance with the provisions of the Act.

PricewaterhouseCoopers LLPPublic Accountants and Chartered Accountants

Singapore, 7 October 2013


Consolidated Income Statement

42


2013 2012

Note HK$’000 HK$’000

Revenue 4 278,498 215,472

Other income 4 29,324 23,021

Expenses

– Selling (149,643) (117,820)

– Administrative (93,021) (68,479)

Profit from operations 5 65,158 52,194

Share of net (loss)/profit of jointly controlled entities 14 (798) 1,565

Net gain on disposal of jointly controlled entities 14 318 –

Profit before income tax 64,678 53,759

Income tax expense 6 (12,224) (9,532)

Profit for the year 52,454 44,227

Attributable to:

Equity holders of the Company 55,472 44,293

Non-controlling interests (3,018) (66)

52,454 44,227

Earnings per share for profit attributable to equity holders of the Company

(HK cents per share)

– Basic and diluted 8 19.8 15.8

The accompanying notes form an integral part of these financial statements.


Consolidated Statement of Comprehensive Income

43

ANNUAL REPORT 2013

2013 2012

HK$’000 HK$’000

Profit for the year 52,454 44,227

Other comprehensive income/(loss)

Exchange differences arising on translation of foreign operations 230 (669)

Total comprehensive income for the year 52,684 43,558

Total comprehensive income/(loss) attributable to:

Equity holders of the Company 55,702 43,624

Non-controlling interests (3,018) (66)

Total comprehensive income for the year 52,684 43,558


As at 30 June 2013

Balance Sheets

44


Group Company2013 2012 2013 2012

Note HK$’000 HK$’000 HK$’000 HK$’000

ASSETSCurrent assetsBank deposits and cash and cash equivalents 11 208,422 213,369 512 821

Trade receivables 12 384,842 370,076 – –

Deposits, prepayments and other receivables 12 240,391 185,649 216 295

Amounts due from a shareholder and directors 13 114 363 – –

Amounts due from subsidiaries 13 – – 59,695 58,066

Amounts due from jointly controlled entities 14 19 1,738 – –

833,788 771,195 60,423 59,182

Non-current assetsDeposits and prepayments 12 9,517 – – –

Interests in jointly controlled entities 14 10,113 10,264 – –

Property, plant and equipment 15 8,074 8,525 – –

Intangible assets 16 113,340 117,764 – –

Investments in subsidiaries 17 – – 195,225 195,225

Deferred income tax assets 20 561 290 – –

141,605 136,843 195,225 195,225

Total assets 975,393 908,038 255,648 254,407

LIABILITIESCurrent liabilitiesTrade payables 18 444,075 408,259 – –

Accruals and other payables 18 135,006 113,643 392 38

Provisions for other liabilities and charges 19 49,183 45,613 – –

Amounts due to jointly controlled entities 14 2,456 3,365 – –

Amounts due to non-controlling interests 13 505 – – –

Current income tax payable 12,076 13,239 – –

643,301 584,119 392 38

Non-current liabilitiesDeferred income tax liabilities 20 4,917 5,983 – –

Total liabilities 648,218 590,102 392 38

Net assets 327,175 317,936 255,256 254,369

EQUITYCapital and reserves attributable to the

Company’s equity holdersShare capital 21 231,885 231,885 231,885 231,885

Capital reserve 22 5,962 5,962 2,547 2,547

Currency translation reserve 22 3,341 3,111 2,224 2,224

Merger reserve 22 (35,225) (35,225) – –

Retained earnings 23, 24 119,162 110,114 18,600 17,713

325,125 315,847 255,256 254,369

Non-controlling interests 2,050 2,089 – –

Total equity 327,175 317,936 255,256 254,369



Consolidated Statement of Changes in Equity

45

ANNUAL REPORT 2013

Attributable to equity holders of the Company

Share

capital

Capital

reserve

Currency

translation

reserve

Merger

reserve

Retained

earnings Sub-total

Non-

controlling

Interests Total

HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000

At 1 July 2012 231,885 5,962 3,111 (35,225) 110,114 315,847 2,089 317,936

Comprehensive income/(loss)

– Profit/(loss) for the year – – – – 55,472 55,472 (3,018) 52,454

Other comprehensive income

– Exchange differences arising

on translation of foreign

operations – – 230 – – 230 – 230

Total comprehensive income/(loss)

for the year – – 230 – 55,472 55,702 (3,018) 52,684

Capital contributions by

non-controlling interests – – – – – – 3,604 3,604

Dividend paid (note 7) – – – – (46,424) (46,424) (625) (47,049)

At 30 June 2013 231,885 5,962 3,341 (35,225) 119,162 325,125 2,050 327,175

Attributable to equity holders of the Company

Share

capital

Capital

reserve

Currency

translation

reserve

Merger

reserve

Retained

earnings Sub-total

Non-

controlling

Interests Total

HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000

At 1 July 2011 231,885 5,962 3,780 (35,225) 65,821 272,223 2,580 274,803

Comprehensive income/(loss)

– Profit/(loss) for the year – – – – 44,293 44,293 (66) 44,227

Other comprehensive loss

– Exchange differences arising

on translation of foreign

operations – – (669) – – (669) – (669)

Total comprehensive (loss)/income

for the year – – (669) – 44,293 43,624 (66) 43,558

Capital contributions by a

non-controlling interest – – – – – – 825 825

Dividend paid – – – – – – (1,250) (1,250)

At 30 June 2012 231,885 5,962 3,111 (35,225) 110,114 315,847 2,089 317,936



Consolidated Cash Flow Statement

46


2013 2012

Note HK$’000 HK$’000

Cash flows from operating activitiesProfit for the year 52,454 44,227

Adjustments for

– Income tax expense 12,224 9,532

– Exchange differences 214 (644)

– Amortisation of intangible assets 4,424 2,663

– Depreciation of property, plant and equipment 4,945 3,562

– Loss/(gain) on disposals of property, plant and equipment 249 (69)

– Provision for impairment of property, plant and equipment 1,202 –

– Interest income (29) (115)

– Share of loss/(profit) of jointly controlled entities 798 (1,565)

– Net gain on disposals of jointly controlled entities (318) –

76,163 57,591

Changes in working capital– Increase in trade receivables, deposits, prepayments and other receivables (79,025) (21,441)

– Increase in trade payables, accruals and other payables 57,179 134,855

– Increase/(decrease) in provisions for other liabilities and charges 3,570 (2,041)

– Changes in balances with jointly controlled entities (590) (2,548)

– Decrease in amounts due from a shareholder and directors 249 204

– Increase in amounts due to non-controlling interests 505 –

Net cash generated from operations 58,051 166,620

Income tax paid (14,724) (9,359)

Net cash generated from operating activities 43,327 157,261

Cash flows from investing activitiesPurchase of property, plant and equipment (5,933) (3,988)

Proceeds from disposals of jointly controlled entities 1,071 –

Interest received 29 115

Proceeds from disposals of property, plant and equipment 4 721

Acquisition of a subsidiary, net of cash acquired 26 – (62,444)

Investment in a jointly controlled entity – (4,000)

Dividend received from a jointly controlled entity – 8,330

Decrease in bank deposits with maturity over three months – 15,000

Net cash used in investing activities (4,829) (46,266)

Cash flows from financing activitiesCapital contributions by non-controlling interests 3,604 825

Dividend paid 7 (46,424) –

Dividend paid to a non-controlling interest (625) (1,250)

Net cash used in financing activities (43,445) (425)

Net (decrease)/increase in cash and cash equivalents (4,947) 110,570

Cash and cash equivalents at beginning of the financial year 213,369 102,799

Cash and cash equivalents at end of the financial year 11 208,422 213,369



Notes to the Financial Statements

47

ANNUAL REPORT 2013

1 GENERAL INFORMATION

Westminster Travel Limited (the “Company”), a company incorporated in Singapore on 28 July 2008, was listed on

the Catalist of the Singapore Exchange Securities Trading Limited on 23 January 2009. The Company is domiciled

in Singapore and the address of its registered office is located at 36 Robinson Road, #17-01, City House, Singapore

068877.

The Company is principally engaged in investment holding. The principal activities of the subsidiaries are described in

note 32.

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these consolidated financial statements are set out

below. These policies have been consistently applied to all the years presented, unless otherwise stated.

(a) Basis of preparation

The consolidated financial statements of the Group have been prepared in accordance with Singapore Financial

Reporting Standards (“FRS”). The consolidated financial statements have been prepared under the historical

costs convention, except as disclosed in the accounting policies below.

The preparation of consolidated financial statements in conformity with FRS requires the use of certain critical

accounting estimates and assumptions. It also requires management to exercise its judgment in the process of

applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or

areas where assumptions and estimates are significant to the consolidated financial statements, are disclosed in

note 3.

On 1 July 2012, the Group adopted the following amendment to existing standard which is relevant to its

operations.

FRS 1 (Amendment) Presentation of Items of Other Comprehensive Income

The Group has assessed the impact of the adoption of this amendment to standard and considered that there

was no significant impact on the Group’s results and financial position nor any substantial changes in the

Group’s accounting policies and presentation of the financial statements.



48


2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(b) Group accounting

(i) Consolidation

Subsidiaries are entities (including special purpose entities) over which the Group has power to govern

the financial and operating policies so as to obtain benefits from its activities, generally accompanied by

a shareholding giving rise to a majority of the voting rights. The existence and effect of potential voting

rights that are currently exercisable or convertible are considered when assessing whether the Group

controls another entity.

Subsidiaries are consolidated from the date on which control is transferred to the Group. They are

de-consolidated from the date on which control ceases.

Inter-company transactions, balances and unrealised gains on transactions between group entities are

eliminated on consolidation. Unrealised losses are also eliminated but are considered an impairment

indicator of the asset transferred. Accounting policies of subsidiaries have been changed where

necessary to ensure consistency with the policies adopted by the Group.

Changes in the Group’s ownership interest in a subsidiary that do not result in a loss of control over the

subsidiary are accounted for as transactions with equity owners of the Company. Any difference between

the change in the carrying amounts of the non-controlling interests and the fair value of the consideration

paid or received is recognised in a separate reserve within equity attributable to the equity holders of the

Company.

Non-controlling interests are that part of the net results of operations and of net assets of subsidiaries

attributable to the interests which are not owned directly or indirectly by the equity holders of the

Company. They are shown separately in the consolidated statement of comprehensive income,

consolidated statement of changes in equity and balance sheet. Total comprehensive income is attributed

to the non-controlling interests based on their respective interests in subsidiaries, even if this results in

the non-controlling interests having a deficit balance.

In the Company’s balance sheet, the investment in a subsidiary is carried at cost less accumulated

impairment loss.

49

ANNUAL REPORT 2013


(b) Group accounting (Continued)

(ii) Acquisitions

The acquisition method of accounting is used to account for business combinations by the Group.

The consideration transferred for the acquisition of a subsidiary comprises the fair value of the assets

transferred, the liabilities incurred and the equity interests issued by the Group. The consideration

transferred also includes the fair value of any contingent consideration arrangement and the fair value

of any pre-existing equity interest in the subsidiary. Acquisition-related costs are expensed as incurred.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination

are, with limited exceptions, measured initially at their fair values at the acquisition date. On an

acquisition-by-acquisition basis, the Group recognises any non-controlling interests in the acquiree at

the date of acquisition either at fair value or at the non-controlling interests’ proportionate share of the

acquiree’s net identifiable assets.

(iii) Disposals of subsidiaries

When a change in the Group’s ownership interest in a subsidiary results in a loss of control over the

subsidiary, the assets and liabilities of the subsidiary including any goodwill are derecognised. Amounts

recognised in other comprehensive income in respect of that entity are also reclassified to profit or loss.

Any retained interest in the entity is remeasured at fair value. The difference between the carrying amount

of the retained investment at the date when control is lost and its fair value is recognised in profit or loss.

(c) Jointly controlled entities

A jointly controlled entity is a joint venture in respect of which a contractual arrangement is established between

the participating venturers and whereby the Group together with the venturer undertake an economic activity

which is subject to joint control and none of the venturers has unilateral control over the economic activity.

Jointly controlled entities are accounted for under the equity method whereby the Group’s share of its jointly

controlled entities’ post-acquisition profits or losses is recognised in the consolidated income statement and its

shares of post-acquisition movements are adjusted against the carrying amount of the investment. When the

Group’s share of loss in a jointly controlled entity equals or exceeds its interest in the jointly controlled entity,

including any other unsecured non-current receivables, the Group does not recognise further losses, unless it

has obligations or has made payments on behalf of the jointly controlled entity.

Unrealised gains on transaction between the Group and its jointly controlled entities are eliminated to the

extent of the Group’s interest in the jointly controlled entities. Unrealised losses are also eliminated unless the

transaction provides evidence of an impairment of the asset transferred. Accounting policies of jointly controlled

entities have been changed where necessary to ensure consistency with the policies adopted by the Group.

Dilution gains and losses in jointly controlled entities are recognised in the consolidated income statement.



50



(d) Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the board of

directors. The board of directors makes strategic decisions and is responsible for allocating resources and

assessing performance of the operating segments.

(e) Foreign currency translation

(i) Functional and presentation currency

Items included in the financial statements of each of the Group’s entities are measured using the

currency of the primary economic environment in which the entity operates (the “functional currency”).

The financial statements are presented in Hong Kong dollars (HK$), which is the Company’s functional

and the Group’s presentation currency.

(ii) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates

prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the

settlement of such transactions and from the translation at year-end exchange rates of monetary assets

and liabilities denominated in foreign currencies are recognised in profit or loss.

(iii) Group companies

The results and financial position of all the group entities that have a functional currency different from

the presentation currency are translated into the presentation currency as follows:

(a) assets and liabilities for each balance sheet presented are translated at the closing rate at the

date of that balance sheet;

(b) income and expenses for each income statement are translated at average exchange rates; and

(c) all resulting exchange differences are recognised in the currency translation reserve.

51

ANNUAL REPORT 2013


(e) Foreign currency translation (Continued)

(iii) Group companies (Continued)

On consolidation, exchange differences arising from the translation of the net investment in foreign operations

are taken to shareholders’ equity. On the disposal of a foreign operation (that is, a disposal of the Group’s entire

interest in a foreign operation, or a disposal involving loss of control over a subsidiary that includes a foreign

operation, or a disposal involving loss of joint control over a jointly controlled entity that includes a foreign

operation), all of the exchange differences accumulated in equity in respect of that operation attributable to the

equity holders of the Company are reclassified to profit or loss.

In the case of a partial disposal that does not result in the Group losing control over a subsidiary that includes

a foreign operation, the proportionate share of accumulated exchange differences are re-attributed to

non-controlling interests and are not recognised in profit or loss. For all other partial disposals (that is, reductions

in the Group’s ownership interest in jointly controlled entities that do not result in the Group losing joint control),

the proportionate share of the accumulated exchange difference is reclassified to profit or loss.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and

liabilities of the foreign entity and translated at the closing rate. Exchange difference arising are recognised in

other comprehensive income.

(f) Property, plant and equipment

Property, plant and equipment are stated at historical cost less accumulated depreciation. Historical cost

includes expenditure that is directly attributable to the acquisition of the items.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate,

only when it is probable that future economic benefits associated with the item will flow to the Group and the

cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other

repairs and maintenance are charged in the consolidated income statement during the financial period in which

they are incurred.

Depreciation of property, plant and equipment is calculated using the straight-line method to allocate cost to

their residual values over their estimated useful lives as follows:

Leasehold improvements Over the remaining period of the lease

Furniture, fixture and equipment 5 years

Computer equipment 3 years

Motor vehicles 5 years



52



(f) Property, plant and equipment (Continued)

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet

date. The effects of any revision are recognised in the income statements when changes arise.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount

is greater than its estimated recoverable amount (note 2(h)).

Gains or losses on disposals are determined by comparing the proceeds with the carrying amount and are

recognised in the consolidated income statement.

(g) Intangible assets

(i) Goodwill on acquisitions

Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share

of the identifiable assets, liabilities and contingent liabilities of the acquired subsidiaries at the date of

acquisition.

Goodwill on subsidiaries is recognised separately as intangible assets, tested for impairment annually and

carried at cost less accumulated impairment losses, if any.

Gains and losses on the disposals of subsidiaries include the carrying amount of goodwill relating to the

entity sold.

(ii) Acquired licenses

Licenses acquired as part of business combination are initially recognised at their fair values at the

acquisition date and are subsequently carried at cost (i.e. the fair value at initial recognition) less

accumulated amortisation and accumulated impairment losses. These costs are amortised to the

consolidated income statement using the straight-line method over 19 years, which are the shorter of

their estimated useful lives and periods of contractual rights.

(iii) Customer relationships

Customer relationships acquired as part of business combination are initially recognised at their fair

values at the acquisition date and are subsequently carried at cost (i.e. the fair value at initial recognition)

less accumulated amortisation and accumulated impairment losses.

These costs are amortised to the consolidated income statement using the straight-line method over

their estimated useful lives of 10 years.

The amortisation period and amortisation method of intangible assets other than goodwill are reviewed at

least at each balance sheet date. The effects of any revision are recognised in the consolidated income

statement when the changes arise.

53

ANNUAL REPORT 2013


(h) Impairment of non-financial assets

(i) Goodwill

Goodwill is tested for impairment annually and whenever there is indication that the goodwill may be

impaired.

For the purpose of impairment testing of goodwill, goodwill is allocated to each of the Group’s

cash-generating-units (“CGU”) expected to benefit from synergies arising from the business combination.

An impairment loss is recognised when the carrying amount of a CGU, including the goodwill, exceeds

the recoverable amount of the CGU. The recoverable amount of a CGU is the higher of the CGU’s fair

value less cost to sell and value-in-use.

The total impairment loss of a CGU is allocated first to reduce the carrying amount of goodwill allocated

to the CGU and then to the other assets of the CGU pro-rata on the basis of the carrying amount of

each asset in the CGU.

An impairment loss on goodwill is recognised in the consolidated income statement and is not reversed

in a subsequent period.

(ii) Intangible assets, property, plant and equipment, investments in jointly controlled entities

Intangible assets, property, plant and equipment and investments in jointly controlled entities are tested

for impairment whenever there is any objective evidence or indication that these assets may be impaired.

For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less

cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not

generate cash flows that are largely independent of those from other assets. If this is the case, the

recoverable amount is determined for the CGU to which the asset belongs.

If the recoverable amount of the asset (or CGU) is estimated to be less than its carrying amount, the

carrying amount of the asset (or CGU) is reduced to its recoverable amount.

The difference between the carrying amount and recoverable amount is recognised as an impairment loss

in the consolidated income statement.

An impairment loss for an asset other than goodwill is reversed if, and only if, there has been a change

in the estimates used to determine the asset’s recoverable amount since the last impairment loss was

recognised. The carrying amount of this asset is increased to its revised recoverable amount, provided

that this amount does not exceed the carrying amount that would have been determined (net of any

accumulated amortisation or depreciation) had no impairment loss been recognised for the asset in prior

years.

A reversal of impairment loss for an asset other than goodwill is recognised in the consolidated income

statement.



54



(i) Financial assets – loans and receivables

The Group classifies its financial assets at initial recognition as loans and receivables.

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not

quoted in an active market. They are included in current assets. Loans and receivables are classified “trade

receivables”, “deposits, prepayments and other receivables”, “amounts due from subsidiaries”, “amounts due

from a shareholder and directors”, “amounts due from jointly controlled entities” and “bank deposits and cash

and cash equivalents” in the consolidated balance sheet.

Loans and receivables are initially recognised at fair value plus transaction costs and subsequently measured at

amortised cost using the effective interest method, less provision for impairment.

An allowance for impairment is recognised when there is objective evidence that the Group will not be able

to collect all amounts due according to the original terms of the receivables. Significant financial difficulties

of the debtor, the probability that the debtor will enter bankruptcy or financial reorganisation, and default

or delinquency in payments are considered as indicators that the receivable is impaired. The amount of the

allowance is the difference between the asset’s carrying amount and the present value of estimated future cash

flows, discounted at the original effective interest rate. The carrying amount of the assets is reduced through the

use of an allowance account, and the amount of the loss is recognised in the consolidated income statement

within “selling expenses”. When a receivable is uncollectible, it is written off against the allowance account for

loans and receivables. Subsequent recoveries of amounts previously written off are credited to other income in

the consolidated income statement.

(j) Cash and cash equivalents

Cash and cash equivalents in the consolidated cash flow statement include cash in hand, deposits held at call

with banks, other short-term highly liquid investments with original maturities of three months or less, and bank

overdrafts.

55

ANNUAL REPORT 2013


(k) Trade and other payables

Trade and other payables are obligations to pay for goods or services that have been acquired in the ordinary

course of business from suppliers. They are classified as current liabilities if payment is due within one year

or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current

liabilities.

Trade and other payables are initially recognised at fair value, and subsequently measured at amortised cost

using effective interest method.

(l) Current and deferred income tax

Current income tax for current and prior periods is recognised at the amount expected to be paid to or

recovered from the tax authorities, using the tax rates and tax laws that have been enacted or substantively

enacted by the balance sheet date.

Deferred income tax is recognised for all temporary differences arising between the tax bases of assets and

liabilities and their carrying amounts in the financial statements except when the deferred income tax arises from

the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and

affects neither accounting nor taxable profit or loss at the time of the transaction.

A deferred income tax liability is recognised on temporary differences arising on investments in subsidiaries and

jointly controlled entities, except where the Group is able to control the timing of the reversal of the temporary

difference and it is probable that the temporary difference will not reverse in the foreseeable future.

A deferred income tax asset is recognised to the extent that it is probable that future taxable profit will be

available against which the deductible temporary differences and tax losses can be utilised.

Deferred income tax is measured:

(i) at the tax rates that are expected to apply when the related deferred income tax asset is realised or

the deferred income tax liability is settled, based on tax rates and tax laws that have been enacted or

substantively enacted by the balance sheet date; and

(ii) based on the tax consequence that will follow from the manner in which the Group expects, at the

balance sheet date, to recover or settle the carrying amounts of its assets and liabilities.



56



(l) Current and deferred income tax (Continued)

Current and deferred income taxes are recognised as income or expense in the consolidated income statement,

except to the extent that the tax arises from a business combination or a transaction which is recognised

directly in equity. Deferred tax arising from a business combination is adjusted against goodwill on acquisition.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current

tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income

taxes levied by the same taxation authority on either the taxable entity or different taxable entities where there is

an intention to settle the balances on a net basis.

(m) Share capital

Ordinary shares are classified as equity.

(n) Employee benefits

(i) Employee leave entitlements

Employee entitlements to annual leave and long service payment are recognised when they accrue to

employees. A provision is made for the estimated liability for annual leave and long service payment as a

result of services rendered by employees up to the balance sheet date.

Employee entitlements to sick leave and maternity leave are not recognised until the time of leave.

(ii) Bonus plans

The expected cost of bonus payments is recognised as a liability when the Group has a present legal

or constructive obligation as a result of services rendered by employees and a reliable estimate of the

obligation can be made.

Liabilities for bonus plans are expected to be settled within twelve months and are measured at the

amounts expected to be paid when they are settled.

(iii) Pension obligations

Hong Kong

The Group operates two defined contribution retirement schemes registered under the Mandatory

Provident Fund Ordinance (the “MPFO”). The Mandatory Provident Fund (the “MPF”) was introduced by

The Government of the Hong Kong Special Administrative Region in December 2000, which requires all

employers to set up an approved MPF scheme for all eligible employees.

The Group has chosen to set up an MPF scheme, in which the HSBC MPF was selected as the service

provider, and to continue with its Occupational Retirement Schemes Ordinance (the “ORSO”) scheme,

which have obtained MPF exemption, hereunder referred as the “MPF-exempted ORSO Scheme”.

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ANNUAL REPORT 2013


(n) Employee benefits (Continued)

(iii) Pension obligations (Continued)

Hong Kong (Continued)

Employees and their employers who participate in the MPF scheme contribute amounts which represent

a fixed percentage of 5% of the employees’ relevant income and are subject to a maximum contribution

of HK$1,000 per month per employee for periods prior to 30 May 2012 and HK$1,250 per month per

employee for periods thereafter. “Relevant income” refers to all payments in monetary terms given to

employees, including wages, salary, leave pay, fee, commission, bonus, gratuity, perquisite or allowance

(including housing allowance or other housing benefit), but excluding severance payments and long

service payments.

The Group’s contributions to the MPF scheme are expensed as incurred and are vested fully.

Employees who participate in the MPF-exempted ORSO Scheme contribute amounts which represent a

fixed percentage of 5% of the employees’ relevant income while depending on their years of service, their

employers contribute a progressive percentage as follows:

Years of Service Employers’ Contribution

Less than 5 5.0%

5 to less than 10 7.5%

10 and over 10.0%

The assets of the MPF-exempted ORSO Scheme are held separately from those of the Group in

independently administered trusts. The Group’s contributions to these schemes are expensed as incurred

and may be reduced by contributions forfeited by those employees who leave the scheme prior to

vesting fully in the contributions.

Singapore

Defined contribution plans are post-employment benefit plans under which the Group pays fixed

contributions into separate entities such as the Central Provident Fund on a mandatory, contractual or

voluntary basis. The Group has no further payment obligations once the contributions have been paid.

The Group’s contributions are recognised as employee compensation expense when they are due.



58



(o) Revenue recognition

Revenue comprises the fair value of the consideration received or receivable for the sale of services in the

ordinary course of the Group’s activities. Revenue is presented net of value-added tax, returns, rebates and

discounts and after eliminating sales within the Group.

The Group recognises revenue when the amount of revenue can be reliably measured, it is probable that the

collectability of the related receivables is reasonably assured and when specific criteria have been met for each

of the Group’s activities as described below. The Group bases its estimates on historical results, taking into

consideration the type of customer, the type of transaction and the specifics of each arrangement.

Commission income from travel agency business and incentive commissions from airlines are recognised when

the related services are rendered.

Interest income is recognised on a time proportion basis, using the effective interest method, taking into account

the principal amounts outstanding and the interest rates applicable.

Dividend income is recognised when the right to receive payment is established.

Management fee is recognised when the related services are rendered.

Development fund and segment fee represents cash incentive from the network provider for the usage of

booking network in accordance with relevant service agreement. They are recognised based on the usage of

air-ticket, hotel and other travel products booking network.

Provisions for customer and supplier claims are written back to the consolidated income statement if the

amounts are not claimed by customers and suppliers after a period of three years.

(p) Leases

Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are

classified as operating leases. Payments made under operating leases net of any incentives received from the

lessor are charged in the consolidated income statement on a straight-line basis over the period of the lease.

(q) Dividend distribution

Dividend distribution to the Company’s shareholders is recognised as a liability in the Company’s financial

statements in the period in which the dividends are approved by the Company’s shareholders.

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ANNUAL REPORT 2013


(r) Provisions

Provisions for customer and supplier claims, restructuring costs and legal claims are recognised when the

Group has a present legal or constructive obligation as a result of past events; it is probable that an outflow of

resources will be required to settle the obligation; and the amount has been reliably estimated. Provisions are

not recognised for future operating losses.

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is

determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of

an outflow with respect to any one item included in the same class of obligations may be small.

Provisions are measured at the present value of the expenditures expected to be required to settle the obligation

using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific

to the obligation. The increase in the provision due to passage of time is recognised as interest expense.

(s) Contributions from equity participants

Contributions from equity participants are recognised in the capital reserve.

(t) Insurance contracts

The Group regards its financial guarantee contracts in respect of banking facilities provided to a jointly controlled

entity as insurance contracts.

The Group assesses at each balance sheet date the liabilities under its insurance contracts using current

estimates of future cash flows. Changes in the carrying amounts of these insurance liabilities are recognised in

the consolidated income statement.

3 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including

expectations of future events that are believed to be reasonable under the circumstances.

The Group makes estimates and assumptions concerning the future. The estimates and assumptions that could have a

material impact on the carrying amounts of assets and liabilities within the next financial year are addressed below.

(a) Impairment of goodwill

The Group tests annually whether goodwill has suffered any impairment, in accordance with the accounting

policy stated in note 2(h)(i). The recoverable amounts of CGU have been determined based on value-in-use

calculations. These calculations require the use of estimate, such as discount rate, future profitability and growth

rates.

These calculations use pre-tax cash flow projections based on financial budgets prepared by management

covering a five-year period. Cash flows beyond the five-year period are extrapolated using the estimated growth

rates stated below.



60


3 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (Continued)

(a) Impairment of goodwill (Continued)

The key assumptions used for value-in-use calculations for CGU are the revenue growth rate of 5% (FY2012:

5%), the gross margins ranged from 2.2% to 9.6% (FY2012: 2.0% to 9.5%), pre-tax discount rate of 13.7%

(FY2012: 13.4%) and terminal growth rate of 5% (FY2012: 5%). Management determined budgets based on

past performance and its expectations for the market development.

No impairment charge would have been recognised had the growth rate used for value-in-use calculations been

1% lower nor had the estimated pre-tax discount rate been 1% higher than the management’s estimate.

(b) Customer relationships

Customer relationships were acquired on the acquisitions of Westminster Travel Limited (incorporated in Hong

Kong) and its subsidiaries and TLX Travel Limited (“TLX”) and are amortised on a straight-line basis over its

estimated useful life of 10 years.

When there is indication of impairment, the Group tests whether the customer relationship has suffered any

impairment based on value-in-use calculations. The methodologies are based upon estimates of future results,

assumptions as to income and expenses of the underlying business, future economic conditions on growth rates

and estimation of the future returns.

(c) Provision for customer and supplier claims

The Group recognises the amount received from the airlines and unclaimed supplier costs as a provision for

customer and supplier claims after taking into account the validity period of these claims. Using the available

historical data and experience, management considers that in general the possibility of claim by customers and

suppliers is remote after a period of three years from the recognition of the provision. Accordingly, provision for

customer and supplier claims are written back to the consolidated income statement if the amounts are not

claimed by customers and suppliers after a period of three years.

The Group has written back HK$9,359,000 (FY2012: HK$7,864,000) to the consolidated income statement as

other income during the year ended 30 June 2013. Details of the movement are set out in note 19.

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ANNUAL REPORT 2013

3 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (Continued)

(d) Provision for impairment of receivables

The policy of provision for impairment of receivables of the Group is based on the evaluation of collectability

and ageing analysis of receivables and on management’s judgement. Judgement is required in assessing the

ultimate realisation of these receivables, including the current creditworthiness and the past collection history of

counterparty. The amount of provision made as at 30 June 2013 was HK$2,699,000 (FY2012: HK$2,653,000). If

the financial condition of counterparty of the Group were to deteriorate, resulting in an impairment of their ability

to make payments, additional provisions may be required.

(e) Provision for impairment of property, plant and equipment

Property, plant and equipment are tested for impairment whenever there is any objective evidence or indication

that these assets may be impaired. The recoverable amounts of these assets have been determined based

on value-in-use calculations. The calculations require the use of estimates, such as discount rate, future

profitability and growth rates. The Group has recognised provision for impairment on property, plant and

equipment amounting to HK$1,202,000 (FY2012: Nil) during the year ended 30 June 2013. Any changes in the

assumptions in determining the recoverable amounts may result in further impairment to be made or reversal of

previously recognised impairment charges.

4 REVENUE AND OTHER INCOME

The Group is engaged in the travel agency business. Revenue comprises the commission income from the sales of

air-tickets and the provision of other travel related services. Revenue and other income recognised during the financial

year ended 30 June 2013 and 30 June 2012 are as follows:

Group

2013 2012

HK$’000 HK$’000

Gross proceeds from the sale of air-tickets and the provision of

other travel related services (Note) 5,338,335 4,596,963

Revenue

Commission income from travel agency business and airlines

incentive income 278,498 215,472

Other income

Development fund and segment fee 18,426 13,195

Interest income from bank deposits 29 115

Write-back of provision for customer and supplier claims (note 19) 9,359 7,864

Others 1,510 1,847

29,324 23,021



62


4 REVENUE AND OTHER INCOME (Continued)Note:

Gross proceeds from the sale of air-tickets and the provision of other travel related services (“Gross Sales Proceeds”) does not

represent revenue in accordance with FRS. In the majority of transactions, the Group acts as an agent. In such cases, Gross Sales

Proceeds represents the price at which products or services have been sold inclusive of any service fees but excluding commissions

paid to third party distributors.

In the majority of cases, the Group does not take ownership of the products or services being sold and act as an agent, adding a

margin or receiving commission from the supplier of the product or services being sold. In these cases, revenue represents added

margin, service fees rendered or commission earned. Revenue is recognised when an air-ticket is issued, or products are sold, or

service is rendered to the customer.

5 PROFIT FROM OPERATIONS

Profit from operations is stated after charging/(crediting) the following:

Group

2013 2012

HK$’000 HK$’000

Amortisation of intangible assets (note 16) 4,424 2,663

Depreciation (note 15) 4,945 3,562

Employee benefit expense (note 9) 163,330 129,111

Loss/(gain) on disposals of property, plant and equipment 249 (69)

Provision for impairment of property, plant and equipment (note 15) 1,202 –

Under-provision for settlement of claim from a former customer – 5,661

Write-back of provision for impairment of trade receivables (31) (24)

Operating lease rentals on land and buildings

– a related company (note 27) 150 294

– third parties 23,553 14,646

Provision for impairment of trade receivables 76 –

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ANNUAL REPORT 2013

6 INCOME TAX EXPENSE

The amount of income tax charged to the consolidated income statement represents:

Group

2013 2012

HK$’000 HK$’000

Current income tax

– Current year provision 13,789 10,240

– Over-provision in prior years (230) (140)

Deferred income tax (note 20) (1,335) (568)

12,224 9,532

The tax on Group’s profit before income tax differs from the theoretical amount that would arise using the tax rate of

Hong Kong as follows:

Group

2013 2012

HK$’000 HK$’000

Profit before income tax 64,678 53,759

Less: Share of loss/(profit) of jointly controlled entities 798 (1,565)

65,476 52,194

Calculated at a tax rate of 16.5% (FY2012: 16.5%) 10,804 8,612

Effect of different tax rates in other countries (125) (21)

Income not subject to tax (819) (508)

Expenses not deductible for tax purposes 727 1,096

Other temporary difference and tax losses not recognised 2,378 493

Utilisation of previously unrecognised tax losses (59) –

Over-provision in prior years (230) (140)

Others (452) –

Income tax expense 12,224 9,532

For the purpose of presenting a more meaningful reconciliation, the profits tax rate of Hong Kong, where the Group’s

taxable income is mainly derived from, is used.



64


7 DIVIDENDS

Group

2013 2012

HK$’000 HK$’000

Interim dividend paid of HK$0.0928 per ordinary share (FY2012: Nil) 25,984 –

Special dividend paid of HK$0.0500 per ordinary share (FY2012: Nil) 14,000 –

Proposed final dividend of HK$0.0540 per ordinary share

(FY2012: HK$0.0230) 15,120 6,440

55,104 6,440

The directors recommend the payment of a final dividend of HK$0.0540 (FY2012: HK$0.0230) per ordinary share,

totalling HK$15,120,000 (FY2012: HK$6,440,000). Such dividend is to be approved by the shareholders at the Annual

General Meeting on 29 October 2013. These consolidated financial statements do not reflect this dividend payable,

which will be accounted for in the reserve attributable to the equity holders as an appropriation of earnings in the

financial year ending 30 June 2014. During the financial year ended 30 June 2012, no dividends which related to the

final dividend for the financial year ended 30 June 2011 were declared or paid.

During the year, the Company’s Board of Directors declared an interim dividend of HK$0.0928 per ordinary share

(FY2012: Nil) and a special dividend of HK$0.0500 per ordinary share (FY2012: Nil), for the six-month period ended 31

December 2012. The amounts were paid on 12 March 2013 and 8 May 2013 respectively.

8 EARNINGS PER SHARE

(a) Basic earnings per share

Basic earnings per share for the financial years ended 30 June 2013 and 30 June 2012 are calculated based

on the profit attributable to equity holders of the Company and the weighted average number of 280,000,000

ordinary shares in issue during the relevant years.

2013 2012

Profit attributable to equity holders of the Company (HK$’000) 55,472 44,293

Weighted average number of ordinary shares outstanding for basic earnings

per share 280,000,000 280,000,000

Basic earnings per share (HK cents) 19.8 15.8

(b) Diluted earnings per share

The basic earnings per share for the financial years ended 30 June 2013 and 30 June 2012 are the same as the

respective diluted earnings per share, as there were no potential dilutive ordinary shares in existence during the

financial years ended 30 June 2013 and 30 June 2012.

65

ANNUAL REPORT 2013

9 EMPLOYEE BENEFIT EXPENSE (EXCLUDING DIRECTORS’ EMOLUMENTS)

Group

2013 2012

HK$’000 HK$’000

Salaries, wages and allowances 153,736 121,301

Employer’s contribution to defined contribution retirement plans 8,674 7,127

Provision charged for long service payments 920 683

163,330 129,111

10 KEY MANAGEMENT COMPENSATION

Group

2013 2012

HK$’000 HK$’000

Directors’ fee 1,564 1,611

Wages and salaries 14,823 6,770

Employer’s contribution to defined contribution plans 198 130

16,585 8,511

Key management includes directors (executive and non executive) and executive officers of the Group. The amount

of key management compensation disclosed represents the amount of compensation received or due and receivable

during the financial years ended 30 June 2013 and 30 June 2012.

Included in the above is the amount of directors’ emoluments and incentive bonus paid to directors of the Company

amounting to HK$10,464,000 (FY2012: HK$4,290,000). The directors’ incentive bonus is discretionary and subject to

the approval of the remuneration committee of the Company.



66


11 BANK DEPOSITS AND CASH AND CASH EQUIVALENTS

The credit quality of bank deposits and cash and cash equivalents of the Group and the Company can be assessed by

reference to external credit rating (if available) as follows:

Group Company

2013 2012 2013 2012

HK$’000 HK$’000 HK$’000 HK$’000

Cash at banks

Counterparties with external credit rating (Moody’s)

Aa3 to Aa1 189,280 198,588 512 821

A3 to A1 5,072 7,324 – –

Ba3 to Baa1 13,512 6,982 – –

Cash on hand and unrated 558 475 – –

208,422 213,369 512 821

The carrying amounts of bank deposits and cash and cash equivalents of the Group are denominated in the following

currencies:

Group

2013 2012

HK$’000 HK$’000

HK dollar 165,743 182,168

Singapore dollar 20,462 14,165

Taiwan dollar 4,502 6,173

Renminbi 3,454 3,193

Others 14,261 7,670

Total 208,422 213,369

67

ANNUAL REPORT 2013

12 TRADE RECEIVABLES, DEPOSITS, PREPAYMENTS AND OTHER RECEIVABLES

Group Company

2013 2012 2013 2012

HK$’000 HK$’000 HK$’000 HK$’000

Trade receivables 385,003 370,191 – –

Less: Provision for impairment (161) (115) – –

Trade receivables – net 384,842 370,076 – –

Deposits 105,401 89,903 – –

Prepayments 10,988 4,093 216 295

Other receivables 136,057 94,191 – –

252,446 188,187 216 295

Less: Provision for impairment (2,538) (2,538) – –

Deposits, prepayments and other receivables – net 249,908 185,649 216 295

Total 634,750 555,725 216 295

Less: Non-current portion of deposits and prepayments (9,517) – – –

Current portion 625,233 555,725 216 295

Included in non-current and current portion of prepayments amounting to HK$4,269,000 and HK$2,133,000

respectively represents amounts paid in FY2013 to non-controlling shareholders of a subsidiary which is a sign-on

bonus to non-controlling shareholders in exchange for their guarantee of aggregated net profits before tax of not less

than RMB2.3 million for each financial year for three years starting from 1 July 2013. Accordingly, this sign-on bonus

will be amortised in the next three financial years. In the event that the non-controlling shareholders cannot meet the

requirement, the sign-on bonus or part thereof based on the shortfall in the aggregated net profit before tax of each of

the respective financial years shall be refunded.

The carrying amounts of trade receivables, deposits, prepayments and other receivables of the Group are denominated

in the following currencies:

Group

2013 2012

HK$’000 HK$’000

HK dollar 589,796 517,799




Others 7,890 1,765

Total 634,750 555,725



68


13 BALANCES WITH GROUP COMPANIES, A SHAREHOLDER AND DIRECTORS AND NON-CONTROLLING INTERESTSThe balances with group companies, a shareholder and directors and non-controlling interests are unsecured, interest

free and repayment on demand.

14 INTERESTS IN AND BALANCES WITH JOINTLY CONTROLLED ENTITIES

Group

2013 2012

HK$’000 HK$’000

Share of net assets 10,113 10,264

(a) During the financial years ended 30 June 2013 and 30 June 2012, balances with jointly controlled entities were

unsecured, interest free and repayable on demand.

During year ended 30 June 2012, the Group had injected HK$4,000,000 to its jointly controlled entity, Westweb

Holdings Limited.

(b) During the financial year ended 30 June 2012, a jointly controlled entity declared a dividend of HK$17,000,000,

of which HK$8,330,000 was attributable to the Group.

(c) During the financial year ended 30 June 2013, the Group disposed of its entire equity interests in two jointly

controlled entities, namely, Marsman-Westminster Travel, Inc. and Westweb Holdings Limited at considerations

of HK$695,000 and HK$376,000 respectively.

In the consolidated cash flow statement, proceeds from disposals of jointly controlled entities comprise:

HK$’000

Share of assets and liabilities at disposal date 753

Net gain on disposals of jointly controlled entities 318

Proceeds from disposals of jointly controlled entities 1,071

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ANNUAL REPORT 2013

14 INTERESTS IN AND BALANCES WITH JOINTLY CONTROLLED ENTITIES (Continued)

(d) Details of jointly controlled entities are included in note 32.

The following represents the Group’s share of assets and liabilities and income and expenses of the jointly

controlled entities. The Group’s interests in the jointly controlled entities are accounted for in the consolidated

financial statements using the equity method of accounting. The summarised financial information of jointly

controlled entities attributable to the Group is as follows:

Group

2013 2012

HK$’000 HK$’000

Assets

– Current assets 37,978 35,803

– Non-current assets 1,181 1,217

39,159 37,020

Liabilities

– Current liabilities (29,046) (26,756)

Net assets 10,113 10,264

Revenue and other income 21,760 27,902

Expenses (22,387) (25,306)

(Loss)/profit before income tax (627) 2,596

Income tax expenses (171) (1,031)

(Loss)/profit for the year (798) 1,565



70


15 PROPERTY, PLANT AND EQUIPMENT

Group

Leasehold

improvements

Furniture,

fixture and

equipment

Computer

equipment

Motor

vehicles Total

HK$’000 HK$’000 HK$’000 HK$’000 HK$’000

Cost

At 1 July 2011 6,207 8,152 1,852 287 16,498

Additions 2,449 261 736 542 3,988

Acquisition of a subsidiary (note 26) 169 201 219 – 589

Disposals – (947) (15) (287) (1,249)

Translation differences (33) (90) (27) – (150)

At 30 June 2012 8,792 7,577 2,765 542 19,676

Additions 4,111 566 1,256 – 5,933

Disposals (833) (309) (5) – (1,147)

Translation differences 13 10 7 – 30

At 30 June 2013 12,083 7,844 4,023 542 24,492

Accumulated depreciation and impairment

At 1 July 2011 2,043 4,876 1,193 200 8,312

Charge for the year (note 5) 2,104 891 480 87 3,562

Disposals – (358) (15) (224) (597)

Translation differences (10) (89) (27) – (126)

At 30 June 2012 4,137 5,320 1,631 63 11,151

Charge for the year (note 5) 3,135 884 818 108 4,945

Disposals (702) (187) (5) – (894)

Impairment (note 5) 1,202 – – – 1,202

Translation differences 7 9 (2) – 14

At 30 June 2013 7,779 6,026 2,442 171 16,418

Net book value

At 30 June 2012 4,655 2,257 1,134 479 8,525

At 30 June 2013 4,304 1,818 1,581 371 8,074

71

ANNUAL REPORT 2013

16 INTANGIBLE ASSETSGroup

Goodwill LicensesCustomer

relationships TotalHK$’000 HK$’000 HK$’000 HK$’000

Cost

At 1 July 2011 52,750 1,158 20,148 74,056

Acquisition of a subsidiary (note 26) 30,666 – 23,494 54,160

At 30 June 2013 and 2012 83,416 1,158 43,642 128,216

Accumulated amortisation

At 1 July 2011 – 226 7,563 7,789

Charge for the year (note 5) – 60 2,603 2,663

At 30 June and 1 July 2012 – 286 10,166 10,452

Charge for the year (note 5) – 60 4,364 4,424

At 30 June 2013 – 346 14,530 14,876

Net book value

At 30 June 2012 83,416 872 33,476 117,764

At 30 June 2013 83,416 812 29,112 113,340

Amortisation of HK$4,424,000 (FY2012: HK$2,663,000) is included in the administrative expenses.

Goodwill is allocated to the Group’s CGU identified according to operating segments.

A segment-level summary of the goodwill allocation is as follows:

Group2013 2012

HK$’000 HK$’000

Corporate 55,629 55,629

Wholesales 25,717 25,717

Leisure 2,070 2,070

83,416 83,416

Management has performed an impairment assessment of the carrying amount of goodwill at 30 June 2013 and has

concluded that no impairment provision is required.

17 INVESTMENTS IN SUBSIDIARIESCompany

2013 2012

HK$’000 HK$’000

Equity investments at cost 195,225 195,225

Details of significant subsidiaries are set out in note 32.



72


18 TRADE PAYABLES, ACCRUALS AND OTHER PAYABLES

Group Company

2013 2012 2013 2012

HK$’000 HK$’000 HK$’000 HK$’000

Trade payables 444,075 408,259 – –

Accruals 27,995 28,095 392 38

Deposit received 75,357 61,492 – –

Other payables 31,654 24,056 – –

579,081 521,902 392 38

The carrying amounts of trade payables, accruals and other payables of the Group are denominated in the following

currencies:

Group

2013 2012

HK$’000 HK$’000

HK dollar 550,175 504,168




Others 865 351

Total 579,081 521,902

19 PROVISIONS FOR OTHER LIABILITIES AND CHARGES

Group

2013 2012

HK$’000 HK$’000

Balance at beginning of the financial year 45,613 43,103

Exchange difference 23 469

Acquisition of a subsidiary (note 26) – 4,551

Provisions made 112,106 86,645

Claimed by customers (99,200) (81,291)

Write-back of provision for customer and supplier claims (note 4) (9,359) (7,864)

Balance at end of the financial year 49,183 45,613

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ANNUAL REPORT 2013

20 DEFERRED INCOME TAXDeferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets

against current tax liabilities and when the deferred income taxes related to the same taxation authority. The amount

determined after appropriate offsetting are included in the balance sheet as follows:

Group2013 2012

HK$’000 HK$’000

Deferred income tax assets

– to be recovered after one year 561 290

Deferred income tax liabilities

– to be recovered after one year 4,917 5,983

Deferred income tax assets are recognised for tax losses carried forward to the extent that realisation of the related

tax benefit through the future taxable profits is probable. The Group has unrecognised tax loss of approximately

HK$18,282,000 (FY2012: HK$5,958,000) to carry forward against future taxable income. The tax losses have no expiry

date except for an amount of HK$3,899,000 (FY2012: HK$3,517,000) will expire between three to five years. The

movements in deferred income tax assets and liabilities during the financial year ended 30 June 2013 are as follows:

GroupDecelerated

tax depreciation

HK$’000

Deferred income tax assets:

At 1 July 2011 119

Acquisition of a subsidiary (note 26) 32

Credited to consolidated income statement 139

At 30 June and 1 July 2012 290

Credited to consolidated income statement 271

At 30 June 2013 561

Group

Accelerated tax

depreciation

Fair value adjustments

on acquisition TotalHK$’000 HK$’000 HK$’000

Deferred income tax liabilities:

At 1 July 2011 (7) (2,529) (2,536)

Acquisition of a subsidiary (note 26) – (3,876) (3,876)

Credited to consolidated income statement – 429 429

At 30 June and 1 July 2012 (7) (5,976) (5,983)

(Charged)/credited to consolidated income statement (108) 1,172 1,064

Exchange difference 2 – 2

At 30 June 2013 (113) (4,804) (4,917)



74


21 SHARE CAPITAL

No. of issued

ordinary shares

Amount of

issued share

capital

HK$’000

Balance as at 30 June 2013 and 30 June 2012 280,000,000 231,885

22 RESERVES

(a) Capital reserves

In relation to the Listing of the Company on 23 January 2009, the issue of shares to PrimePartners Corporate

Finance Pte. Ltd. and the listing expenses borne by the shareholders were deemed to be capital contribution by

the shareholders and were recognised as capital reserve.

(b) Currency translation reserve

Currency translation reserve is non-distributable.

(c) Merger reserve

Merger reserve of the Group represents the difference between the share capital of Wealthy Aim Investments

Limited and the Company’s share capital issued in exchange for the issued share capital of Wealthy Aim

Investments Limited pursuant to the restructuring which was completed in December 2008.

23 RETAINED EARNINGS

Retained earnings of the Group are distributable except for retained earnings of jointly controlled entities amounting to

HK$9,868,000 as at 30 June 2013 (FY2012: HK$8,926,000).

24 RESERVES OF THE COMPANY

Capital

reserve

Currency

translation

reserve

Retained

earnings Total

HK$’000 HK$’000 HK$’000 HK$’000

At 1 July 2012 2,547 2,224 17,713 22,484

Comprehensive income

– Profit for the year – – 47,311 47,311

Dividend paid – – (46,424) (46,424)

At 30 June 2013 2,547 2,224 18,600 23,371

At 1 July 2011 2,547 2,224 21,601 26,372

Comprehensive loss

– Loss for the year – – (3,888) (3,888)

At 30 June 2012 2,547 2,224 17,713 22,484

75

ANNUAL REPORT 2013

25 COMMITMENTS UNDER OPERATING LEASESThe Group leases land and buildings under non-cancellable operating lease agreements. The future minimum lease

payables under non-cancellable operating leases contracted for at the balance sheet date but not recorded as liabilities

are as follows:

Group2013 2012

HK$’000 HK$’000

Not later than one year 23,223 16,478

Later than one year and not later than five years 24,989 18,692

48,212 35,170

26 BUSINESS COMBINATION(a) During the financial year ended 30 June 2012, the Group acquired TLX Travel Limited (“TLX”), formerly known as

Travelex Hong Kong Limited.

On 30 March 2012, Profit Shine Holdings Limited, a wholly-owned subsidiary of the Group, acquired the entire

equity interests in TLX. TLX is incorporated in Hong Kong and principally engaged in the provision of travel

services and products in Hong Kong. The consideration for the acquisition was HK$79,075,000.

The net assets acquired in the transaction and the relevant goodwill arisen were as follows:

HK$’000

Purchase consideration 79,075

Fair value of net identifiable assets acquired (see below) (48,409)

Goodwill (note 16) 30,666

Acquiree’s carrying amounts Fair valueHK$’000 HK$’000

Property, plant and equipment (note 15) 589 589

Intangible assets (note 16) – 23,494

Cash and cash equivalents 16,631 16,631

Trade receivables 51,906 51,906

Deposits, prepayments and other receivables 9,340 9,340

Deferred tax assets/(liabilities) 32 (3,844)

Trade payables (29,201) (29,201)

Accruals and other payables (15,440) (15,440)

Provisions for other liabilities and charges (4,551) (4,551)

Current income tax payable (515) (515)

Net identifiable assets acquired 28,791 48,409

TLX’s business contributed revenue of HK$11,573,000 and profit of HK$3,164,000 to the Group for the financial

year ended 30 June 2012 since acquisition.

Had TLX been consolidated from 1 July 2011, the consolidated income statement for the year ended 30 June

2012 would have shown revenue of HK$245,617,000 and profit of HK$56,058,000.



76


26 BUSINESS COMBINATION (Continued)

(b) In the consolidated cash flow statement, payment for acquisition of TLX comprises:

HK$’000

Purchase consideration 79,075

Cash and cash equivalents acquired (16,631)

Net cash outflow for acquisition 62,444

27 RELATED PARTY TRANSACTIONS

(a) During the financial years ended 30 June 2013 and 2012, the Group entered into transactions with its related

companies and jointly controlled entities, a shareholder and directors, which the directors considered were

conducted in the ordinary course of the Group’s business. The outstanding balances with these companies and

parties resulting from these transactions have been included in amounts due from a shareholder and directors

(note 13) and jointly controlled entities (note 14).

(b) Significant related party transactions, which in the opinion of the directors were carried out in the normal course

of the Group’s business, in addition to those disclosed elsewhere in the financial statements are as follows:

Group

2013 2012

HK$’000 HK$’000

Business development fee paid to a jointly controlled entity (note i) 6,322 8,180

Operating lease rentals on land and buildings paid to

a related company (note ii) 150 294

Revenue received from provision of travel related services to (note iii)

– a related company – 5

– jointly controlled entities 459 426

– a shareholder and directors 43 62

Expenses paid to a related company for car rental services (note iv) 79 77

Notes:

(i) Business development fee paid to a jointly controlled entity was charged at a fixed rate according to the Support and

Services Agreement.

(ii) The Group entered into a lease agreement with a related company controlled by the Group’s substantial shareholder,

Mr. Yu Kam Kee, to lease office space from 1 November 2009 to 31 October 2011 and from 1 November 2011 to 30

November 2012 at a monthly rental fee of HK$23,500 and HK$25,000 respectively.

(iii) Revenue received from provision of travel related services to a related company, jointly controlled entities, a shareholder

and directors are conducted in the normal course of business at prices and terms mutually agreed between the parties.

(iv) Expenses paid to a related company on providing car rental services are conducted in the normal course of business

at prices and terms mutually agreed between the parties.

77

ANNUAL REPORT 2013

27 RELATED PARTY TRANSACTIONS (Continued)

(c) Key management compensation

The key management compensation represents compensation paid to Directors and executive officers of the

Group. Details of key management compensation are disclosed in note 10.

(d) Banking facilities

At 30 June 2013, the Group has provided a bank guarantee of HK$17,150,000 (FY2012: HK$17,150,000) in

respect of a banking facility granted to a jointly controlled entity.

28 FINANCIAL INSTRUMENTS

Financial assets of the Group include mainly trade receivables, deposits, prepayments and other receivables, and bank

deposits and cash and cash equivalents. The carrying amounts of the financial assets and liabilities approximate to their

fair value because of short term maturity of these instruments.

29 FINANCIAL RISK MANAGEMENT

(a) Financial risk factors

The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk and

interest rate risk), credit risk and liquidity risk. The Group continually monitors its position and does not consider

that it has a significant exposure to risks from any individual counter party or group of counterparties. The

Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks

to minimise potential adverse effects on the Group’s financial performance. The Group does not hold or issue

financial instruments for trading purposes.

Risk management is carried out under direction by the Board of Directors. The directors and management

identify, evaluate and hedge financial risk in close co-operation with the Group’s operating units. The Group has

principles for overall risk management such as foreign exchange risk, interest rate risk and credit risk.

(i) Market risk

(a) Foreign exchange risk

The Group operates in Hong Kong, Singapore, Taiwan, Macau and the People’s Republic of

China (“PRC”) and is exposed to foreign exchange risk arising from various currencies, primarily

with respect to Singapore dollars, New Taiwan dollars, Macau patacas and Renminbi. Foreign

exchange risk arises from future commercial transactions, recognised assets and liabilities and net

investments in foreign operations. The management has assessed that the Group’s exposure to

foreign exchange risk is insignificant as all material transactions are transacted in their respective

functional currencies. Accordingly, the Group currently does not have a foreign currency hedging

policy. However, management monitors foreign exchange exposure and will consider hedging

significant foreign currency exposure should the need arise.

(b) Interest rate risk

The Group has no significant interest-bearing assets and liabilities. As a result, the Group’s

income and operating cash flows are substantially independent of changes in market interest

rates.



78


29 FINANCIAL RISK MANAGEMENT (Continued)

(a) Financial risk factors (Continued)

(ii) Credit risk

Credit risk arises from deposits with banks and trade and other receivables. The carrying amounts of

these balances represent the Group’s maximum exposure to credit risk as at 30 June 2013.

Cash at banks are deposited with banks with sound credit ratings, details of which are set out in note 11.

The Group has no significant concentrations of credit risk with any single counterparty. The Group also

has policies in place to ensure that services are rendered to customers with an appropriate credit history.

The normal credit terms with customers are 30 days. Besides, management of the Group monitors its

credit risk at the geographical level on an ongoing basis by reviewing the debtors’ aging to minimise its

exposure to credit risk.

The credit risk for trade receivables, after provision for impairment, based on the information provided to

key management is as follows:

Group

2013 2012

HK$’000 HK$’000

By geographical areas

Hong Kong 345,245 336,970

Singapore 22,625 25,269

Others 16,972 7,837

384,842 370,076

There is no other class of financial assets that is past due and/or impaired except for trade receivables

and deposits, prepayments and other receivables.

Group Company

2013 2012 2013 2012

HK$’000 HK$’000 HK$’000 HK$’000

Trade receivables, deposits, prepayments

and other receivables

– Neither past due nor impaired 531,599 475,168 216 295

– Past due but not impaired 103,151 80,557 – –

– Impaired and provided for 2,699 2,653 – –

Total 637,449 558,378 216 295

Less: Provision for impairment (2,699) (2,653) – –

Trade receivables, deposits, prepayments

and other receivables – net 634,750 555,725 216 295

79

ANNUAL REPORT 2013


(a) Financial risk factors (Continued)

(ii) Credit risk (Continued)

The majority of trade receivables that are past due but not impaired are related to a number of

independent clients for whom there is no recent history of default. The ageing analysis of these trade

receivables prepared in accordance with the due date of invoices is as follows:

Group

2013 2012

HK$’000 HK$’000

Past due less than one month 70,153 62,435

Past due one to three months 21,651 13,978

Past due three to six months 8,640 2,768

Past due over six months 2,707 1,376

103,151 80,557

Movements in the provision for impairment of trade receivables, deposits, prepayments and other

receivables are as follows:

Group

2013 2012

HK$’000 HK$’000

Beginning of the financial year 2,653 2,681

Translation difference 1 (4)

Charge for the year 76 –

Write-back (31) (24)

Balance at end of the financial year 2,699 2,653

The charge and write-back on provision for impairment has been included in “selling expenses” in the

consolidated income statement.

(iii) Liquidity risk

The Group has on-going cash flow monitoring mechanism to ensure sufficient funding is maintained in

meeting all operating costs. The Group’s financial liabilities, trade and other payables, are due within 12

months from the balance sheet date according to their contractual maturity dates.



80



(b) Capital risk management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going

concern to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal

capital structure to reduce the cost of capital.

Total capital is regarded as “total equity”, as shown in the consolidated balance sheet, plus net debt. The Group

has total equity of HK$327,175,000 (FY2012: HK$317,936,000) as at 30 June 2013. Net debt is calculated as

borrowings less bank deposits and cash and cash equivalents. The Group has no borrowings (FY2012: Nil) and

net cash position of HK$208,422,000 as at 30 June 2013 (FY2012: HK$213,369,000).

To maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders,

return capital to shareholders, issue new shares or sell assets to reduce debt.

30 SEGMENT INFORMATION

(a) Operating segments

Operating segments are reported in a manner consistent with the internal reporting provided to the Board of

Directors. The Board of Directors is responsible for allocating resources and assessing performance of the

operating segments. The operating segments were determined based on the reports reviewed by management.

The following operating segments were identified in accordance with the Group’s businesses:

(i) Corporate Travel

(ii) Wholesale

(iii) Leisure Travel

Unallocated costs represent corporate expenses. Segment assets consist of trade receivables, bank deposits

and cash and cash equivalents, deposits, prepayments and other receivables and exclude intangible assets,

property, plant and equipment, deferred income tax assets, amounts due from a shareholder, directors and

jointly controlled entities and other unallocated receivables. Segment liabilities comprise trade payables, accruals

and other payables and provisions for other liabilities and charges and exclude current income tax payable,

deferred income tax liabilities and amounts due to jointly controlled entities and non-controlling interests.

Capital expenditure comprises additions to property, plant and equipment and intangible assets including

additions resulting from acquisitions through business combinations.

81

ANNUAL REPORT 2013

30 SEGMENT INFORMATION (Continued)

(a) Operating segments (Continued)

For the financial year ended 30 June 2013

Group

Corporate

Travel Wholesale

Leisure

Travel Total

HK$’000 HK$’000 HK$’000 HK$’000

Gross proceeds from the sale of air-tickets and

the provision of other travel related services 2,178,822 2,572,758 586,755 5,338,335

Revenue 161,849 59,072 57,577 278,498

Segment result 45,768 16,579 1,539 63,886

Other income 29,324

Unallocated costs (28,052)

Share of net loss of jointly controlled entities (798)

Net gain on disposals of jointly controlled entities 318

Profit before income tax 64,678

Income tax expense (12,224)

Profit for the year 52,454

Other segment items

Capital expenditure

– Property, plant and equipment 5,933

Depreciation 4,945

Amortisation 4,424

Provision for impairment of property, plant and

equipment 1,202

Other non-cash expenses 76

As at 30 June 2013

Segment assets 341,029 341,933 91,618 774,580

Interest in a jointly controlled entity 10,113 – – 10,113

Unallocated assets 190,700

Total assets 975,393

Segment liabilities 213,977 321,120 92,270 627,367

Unallocated liabilities 20,851

Total liabilities 648,218



82



(a) Operating segments (Continued)

For the financial year ended 30 June 2012

Group

Corporate

Travel Wholesale

Leisure

Travel Total

HK$’000 HK$’000 HK$’000 HK$’000

Gross proceeds from the sale of air-tickets and

the provision of other travel related services 1,743,803 2,387,373 465,787 4,596,963

Revenue 121,617 50,225 43,630 215,472

Segment result 36,876 15,269 5,135 57,280

Other income 23,021

Unallocated costs (28,107)

Share of net profit of jointly controlled entities 1,565

Profit before income tax 53,759

Income tax expense (9,532)

Profit for the year 44,227

Other segment items

Capital expenditure

– Property, plant and equipment 4,577

– Intangible assets 54,160

Depreciation 3,562

Amortisation 2,663

As at 30 June 2012

Segment assets 314,402 325,834 75,240 715,476

Interests in jointly controlled entities 10,264 – – 10,264

Unallocated assets 182,298

Total assets 908,038

Segment liabilities 201,371 284,758 81,339 567,468

Unallocated liabilities 22,634

Total liabilities 590,102

83

ANNUAL REPORT 2013


(b) Geographical information

The Group’s revenue, total assets and capital expenditure, are attributable to geographical areas including Hong

Kong, Singapore, Taiwan and others as follows:

Revenue

2013 2012

HK$’000 HK$’000

Hong Kong 243,445 180,751

Singapore 21,853 23,462

Taiwan 7,939 7,421

Others 5,261 3,838

278,498 215,472

Total assets

2013 2012

HK$’000 HK$’000

Hong Kong 897,905 841,854

Singapore 44,638 41,675

Taiwan 15,018 13,789

Others 17,832 10,720

975,393 908,038

Capital expenditure

2013 2012

HK$’000 HK$’000

Hong Kong 5,744 58,643

Singapore 24 80

Others 165 14

5,933 58,737

31 HOLDING CORPORATION

The Company’s ultimate and immediate holding company is e2-Capital Inc., a company incorporated in the British

Virgin Islands.



84


32 LIST OF SIGNIFICANT COMPANIES IN THE GROUP

Name

Place of

establishment/

incorporation Principal activity

Particulars of

issued share capital/

registered capital

Equity interest

held as at

30 June

2013 2012

Subsidiaries

(e) Wealthy Aim

Investments Limited

British Virgin

Islands

Investment holding 1,000 ordinary shares of

US$1 each

100% 100%

(e)3 Westminster Travel

Limited

Cayman Islands Inactive 1 ordinary share of HK$0.1

each

– 100%

(a)^ Westminster Travel

Limited

Hong Kong Provision of travel

services and

products

40,000 ordinary shares of

HK$100 each

100% 100%

(a)^ Jecking Tours & Travel

Limited


services and

products


HK$100 each

100% 100%

(a)^ Wincastle Travel (HK)

Limited


services and

products

4,800,000 ordinary shares

of HK$1 each

75% 75%


(China) Limited

Hong Kong Investment holding 2 ordinary shares of HK$1

each

100% 100%

(a)^ Far Extent Investments

Limited

Hong Kong Leasing of properties 1 ordinary share of HK$1

each

100% 100%

(e)^ Profit Shine Holdings

Limited

British Virgin

Islands

Investment holding 1 ordinary share of US$1

each

100% 100%

(a)1 ^ TLX Travel Limited

(formerly known as

Travelex Hong Kong

Limited)


services and

products


of HK$10 each

100% 100%

(f)^ S Travel Holdings

Limited

British Virgin

Islands

Investment holding 9,750,010 ordinary share of

HK$1 each

70% 70%

(a)^ S Travel Limited Hong Kong Provision of travel

services and

products

9,750,010 ordinary share of

HK$1 each

70% 70%

85

ANNUAL REPORT 2013

Name

Place of

establishment/


Particulars of


registered capital

Equity interest

held as at

30 June

2013 2012

Subsidiaries (Continued)

(b)^ Westminster Travel (S)

Pte. Limited

Singapore Provision of travel

services and

products


SGD1 each

100% 100%

(i)^ Westminster Travel

Limited

Taiwan Provision of travel

services and

products

Registered share capital of

NTD6,000,000

100% 100%

(g)^ Westminster Travel

Limited

Macau Provision of travel

services and

products

MOP2,200,000 with 2

quota holders

100% 100%

(c)(f) ^ Beijing Westminster Air

Service Co., Limited

The PRC Sale of air tickets Registered share capital of

US$200,000

100% 100%


(Guangzhou) Limited

Hong Kong Investment holding 1 ordinary share of HK$1

each

100% 100%

(d)^ Westminster Travel

Consultancy

(Guangzhou) Limited

The PRC Provision of travel

consultancy services

Registered share capital of

RMB500,000

100% 100%

(a)2 ^ Mia Travel International

Limited

Hong Kong Provision of tour and

travel management

services

100 ordinary shares of

HK$100 each

60% –

(a)2 ^ TLX Overseas

Education Centre

Limited

Hong Kong Provision of overseas

educational

consultancy services

1 ordinary share of HK$1

each

100% –

32 LIST OF SIGNIFICANT COMPANIES IN THE GROUP (Continued)



86


Name

Place of

establishment/


Particulars of


registered capital

Equity interest

held as at

30 June

2013 2012

Jointly controlled entities

(h)^ Hogg Robinson

Westminster Hong

Kong Limited

Hong Kong Corporation travel

management services


of HK$1 each

49% 49%

(j)^ Marsman-Westminster

Travel, Inc.

The Philippines Inactive 80,000 ordinary shares of

PHP100 each

– 50%

(a)^ Westweb Holdings

Limited

British Virgin

Islands

Investment holding 6 ordinary shares of US$1

each

– 50%

(a)^ Webjet Hong Kong

Limited

Hong Kong Provision of online

travel agency

services


HK$1 each

– 50%

(b)^ Webjet Singapore Pte.

Ltd.

Singapore Provision of online

travel agency

services


SGD1 each

– 50%

Notes:

1 Acquired in 2012

2 Setup in 2013

3 Deregistered in 2012

^ Indirectly held by the Company

(a) Audited by PricewaterhouseCoopers Hong Kong

(b) Audited by PricewaterhouseCoopers LLP Singapore

(c) Audited by Beijing ZhongHuiRen C.P.A. Co., Ltd., PRC (北京中會仁會計師事務所有限責任公司)

(d) Audited by Guangzhou Wanlong Kangzheng Certified Public Accountants Co., Ltd., PRC (廣州萬隆康正會計師事務所有限公司)

(e) No audit is required in the place of incorporation

(f) Pursuant to the terms of cooperation under the contractual joint venture arrangement between the Group and Beijing Chang An

Club Company Limited, Beijing Chang An Club Company Limited is entitled to share 10% of the dividend of Beijing Westminster

Air Service Co., Limited

(g) Audited by Keng Ou CPAs Macao

(h) Audited by Crowe Horwath (HK) CPA Limited

(i) No audit is required for company with registered share capital below NTD30,000,000

(j) Inactive since 2005

32 LIST OF SIGNIFICANT COMPANIES IN THE GROUP

87

ANNUAL REPORT 2013

33 NEW OR REVISED ACCOUNTING STANDARDS AND INTERPRETATIONS

Below are the mandatory standards, amendments and interpretations to existing standards that have been published,

and are relevant for the Group’s accounting periods beginning on or after 1 July 2013 or later periods and which the

Group has not early adopted:

• FRS 110 Consolidated Financial Statements (effective for annual periods beginning on or after 1 January 2014)

FRS 110 replaces all of the guidance on control and consolidation in IAS 27 “Consolidated and Separate

Financial Statements” and SIC 12 “Consolidation – Special Purpose Entities”. The same criteria are now applied

to all entities to determine control. Additional guidance is also provided to assist in the determination of control

where this is difficult to assess. The Group has yet to assess the full impact of FRS 110 and intends to adopt

the standard from 1 July 2014.

• FRS 111 Joint Arrangements (effective for annual periods beginning on or after 1 January 2014)

FRS 111 introduces a number of changes. The “types” of joint arrangements have been reduced to two: joint

operations and joint ventures. The existing policy choice of proportionate consolidation for jointly controlled

entities has been eliminated and equity accounting is mandatory for participants in joint ventures. Entities that

participate in joint operations will follow accounting much like that for joint assets or joint operations currently.

The Group has yet to assess the full impact of FRS 111 and intends to adopt the standard from 1 July 2014.

• FRS 112 Disclosure of Interests in Other Entities (effective for annual periods beginning on or after 1 January 2014)

FRS 112 requires disclosure of information that helps financial statement readers to evaluate the nature, risks

and financial effects associated with the entity’s interests in (1) subsidiaries, (2) associates, (3) joint arrangements

and (4) unconsolidated structured entities. The Group has yet to assess the full impact of FRS 112 and intends

to adopt the standard from 1 July 2014.

• FRS 113 Fair Value Measurement (effective for annual periods beginning on or after 1 January 2013)

FRS 113 provides consistent guidance across IFRSs on how fair value should be determined and which

disclosures should be made in the financial statements. The Group has yet to assess the full impact of FRS 113

and intends to adopt the standard from 1 July 2013.

34 AUTHORISATION OF FINANCIAL STATEMENTS

The financial statements were authorised for issue in accordance with a resolution of the Board of Directors of

Westminster Travel Limited on 7 October 2013.

Shareholding Statistics

88


SHAREHOLDING STATISTICS AS AT 20 SEPTEMBER 2013

Number of shares in issue : 280,000,000

Issued and paid-up share capital : S$44,419,964

Class of Shares : Ordinary share

Voting rights : One vote per Share

STATISTICS OF SHAREHOLDINGS

Size of Shareholding

Number of

Shareholders %

Number of

Shares %

1 – 999 0 0.00 0 0.00

1,000 – 10,000 17 28.33 58,000 0.02

10,001 – 1,000,000 41 68.34 5,631,000 2.01

1,000,001 and above 2 3.33 274,311,000 97.97

Total 60 100.00 280,000,000 100.00

SUBSTANTIAL SHAREHOLDERS

(As recorded in the Register of Substantial Shareholders)

Direct

Interest %

Deemed

Interest %

e2-Capital Inc. (1) 176,103,000 62.89% – –

Yu Kam Kee 70,500,000 25.18% – –

Dato’ Wong Sin Just (2) – – 176,103,000 62.89%

Notes:

(1) 176,103,000 Shares held in trust by DMG & Partners Securities Private Limited (“DMG”) on behalf of e2-Capital Inc.

(2) Dato’ Wong Sin Just was deemed interested in the Shares held by e2-Capital Inc. by virtue of him being the sole shareholder of

e2-Capital Inc. as at 20 September 2013.

TREASURY SHARES

The Company does not hold any treasury shares as at 20 September 2013.

89

ANNUAL REPORT 2013

SHAREHOLDING STATISTICS AS AT 20 SEPTEMBER 2013 (Continued)

TWENTY LARGEST SHAREHOLDERS

No. Name of Shareholders Number of Shares %

1 DMG & Partners Securities Private Limited 203,811,000 (1) 72.79

2 Yu Kam Kee 70,500,000 25.18

3 Yu Kam Yuen Lincoln 783,000 0.28

4 Ang Hao Yao (Hong Haoyao) 515,000 0.18

5 Maybank Nominees (S) Pte Ltd 500,000 0.18

6 Huang Baojia 425,000 0.15

7 Vivek Mohan Dixit 309,000 0.11

8 Loo Wai Hoong Mrs Ang Wai Hoong 305,000 0.11

9 Kung Meng 260,000 0.09

10 Maybank Kim Eng Securities Pte Ltd 236,000 0.08

11 Phillip Securities Pte Ltd 200,000 0.07

12 Lee Chin Choo @ Lee Chin Wah 160,000 0.06

13 David Lim Hee Boon 150,000 0.05

14 Lai Weng Kay 147,000 0.05

15 Tan Seh Mia 146,000 0.05

16 HSBC (Singapore) Nominees Pte Ltd 127,000 0.05

17 Leow Siak Fah 110,000 0.04

18 Chen Foo Yan 100,000 0.04

19 Chen Li Hsia 100,000 0.04

20 Poon Yu Ming Agnes (Mrs Tan-Poon Yu Ming Agnes) 100,000 0.04

Total 278,984,000 99.64

Note:

(1) e2-Capital Inc. is the beneficiary of the 176,103,000 Shares held in trust by DMG.

PERCENTAGE OF SHAREHOLDING IN PUBLIC’S HANDS

Based on the information available to the Company as at 20 September 2013, approximately 11.93% of the issued ordinary

shares of the Company were held by the public. Accordingly, the Company has complied with Rule 723 of the Catalist Rules.

Glossary

90


“AC” or “Audit Committee” Audit Committee of the Company

“AGM” Annual general meeting of the Company to be held at 120 Robinson Road #08-

01, Singapore 068913 on Tuesday, 29 October 2013 at 2:30 p.m., notice of

which was set out in this annual report

“Articles” The Company’s Articles of Association

“Board” or “Board of Directors” Board of Directors of the Company

“Board Committees” Committees established by the Board, which include Audit Committee,

Remuneration Committee and Nominating Committee

“BVI” British Virgin Islands

“CAGR” Compound annual growth rate

“Catalist” The sponsor-supervised listing platform of the SGX-ST

“Catalist Rules” The rules in Section B of the Listing Manual of the SGX-ST

“CG Code 2005” Code of Corporate Governance 2005 issued by the Ministry of Finance on 14

July 2005

“CG Code 2012” The revised Code of Corporate Governance issued on 2 May 2012 by the

Monetary Authority of Singapore

“Company” or “Westminster Travel” Westminster Travel Limited, a company incorporated in Singapore and is listed

on the Catalist

“Company Secretary” Company secretary of the Company

“Director(s)” Director(s) of the Company

“Executive Director(s)” Executive Director(s) of the Company

“FIT” Free and independent travellers or free and easy travellers

“FY” Financial year ended or, as the case may be, ending 30 June

“Gross Sales Proceeds” Gross proceeds from the sale of air-tickets and the provision of other travel

related services

“Group” The Company and its subsidiaries

“HKEx” Hong Kong Exchanges and Clearing Limited

“Hong Kong” or “HK” Hong Kong Special Administrative Region of the PRC

“HK$” Hong Kong dollars

“IATA” The International Air Transport Association

91

ANNUAL REPORT 2013

“Independent Director(s)” Independent non executive Director(s) of the Company

“Macau” Macau Special Administrative Region of the PRC

“MIA Travel” Mia Travel International Limited, a company incorporated in Hong Kong

“MICE” Meetings, Incentives, Conferences, and Exhibitions, which refers to a particular

type of tourism in which large groups, usually planned in advance, are brought

together for some particular purpose. MICE tourism usually includes a well-

planned agenda centered around a particular theme, such as a hobby, a

profession, or an educational topic.

“NC” or “Nominating Committee” Nominating Committee of the Company

“Non Executive Director(s)” Non executive Director(s) of the Company

“PRC” or “China” or “Mainland China” The People’s Republic of China, but for geographical reference only (unless

otherwise indicated) excludes Macau, Hong Kong and Taiwan

“RC” or “Remuneration Committee” Remuneration Committee of the Company

“Shares” Ordinary shares of the Company

“Shareholder(s)” or “Equity Holder(s)” Holder(s) of Shares

“SGX-ST” Singapore Exchange Securities Trading Limited

“SGXNET” SGXNET Corporate Announcement System, an internet-based submission

system of SGX-ST that allows users to submit corporate announcements to the

market

“S$” Singapore dollars

“S Travel” S Travel Limited, a company incorporated in Hong Kong

“Taiwan” or “ROC” The Republic of China

“TLX” TLX Travel Limited (formerly known as Travelex Hong Kong Limited), a company

incorporated in Hong Kong

“Westweb” Westweb Holdings Limited, a company incorporated in BVI

“Westminster-HK” Westminster Travel Limited, a company incorporated in Hong Kong

“Westminster-SG” Westminster Travel (S) Pte. Ltd., a company incorporated in Singapore

“Westminster-TW” Westminster Travel Limited, a company incorporated in Taiwan

“Wincastle” Wincastle Travel (HK) Limited, a company incorporated in Hong Kong

Notice of Annual General Meeting

92


NOTICE IS HEREBY GIVEN that the Annual General Meeting (the “Meeting”) of WESTMINSTER TRAVEL LIMITED (the

“Company”) will be held at 120 Robinson Road, #08-01, Singapore 068913 on Tuesday, 29 October 2013 at 2:30 p.m. for the

following purposes:

AS ORDINARY BUSINESS

1. To receive and adopt the Directors’ Report and the Audited Financial Statements of the Company for the financial year

ended 30 June 2013 together with the Auditors’ Report thereon.

(Resolution 1)

2. To declare a Final Tax Exempt (One-Tier) dividend of 5.4 Hong Kong cents per ordinary share for the financial year

ended 30 June 2013 (FY2012: 2.3 Hong Kong cents per ordinary share).

(Resolution 2)

3. To re-elect the following Directors retiring pursuant to Article 89 of the Company’s Articles of Association:

Dato’ Wong Sin Just (Resolution 3)

Huo Ling (Resolution 4)

Lee Gee Aik (Resolution 5)

Dato’ Wong Sin Just will, upon re-election as a Director of the Company, remain as a member of the Audit Committee

and will be considered non-independent for the purpose of Rule 704(7) of Listing Manual (Section B: Rules of Catalist)

of the Singapore Exchange Securities Trading Limited (“Catalist Rules”). Dato’ Wong will also continue to be a member

of the Nominating Committee and the Remuneration Committee.

Lee Gee Aik will, upon re-election as a Director of the Company, remain as Chairman of the Audit Committee and will

be considered independent for the purpose of Rule 704(7) of the Catalist Rules. Mr Lee will also continue to be the

Lead Independent Director and a member of the Nominating Committee and the Remuneration Committee.

4. To approve the payment of Directors’ fees and allowances of S$253,200 for the financial year ending 30 June 2014, to

be paid monthly in arrears (FY2013: S$252,200).

See Explanatory Note (i) (Resolution 6)

5. To re-appoint PricewaterhouseCoopers LLP as the Company’s auditors and to authorise the Directors to fix their

remuneration.

(Resolution 7)

6. To transact any other ordinary business which may properly be transacted at the Meeting.

93

ANNUAL REPORT 2013

AS SPECIAL BUSINESS

To consider and if thought fit, to pass the following resolutions as Ordinary Resolutions, with or without any modifications:

7. Authority to allot and issue shares

That pursuant to Section 161 of the Companies Act, Chapter 50 of Singapore and Rule 806 of the Catalist Rules,

authority be given to the Directors of the Company to issue shares (“Shares”) whether by way of rights, bonus or

otherwise, and/or make or grant offers, agreements or options (collectively, “Instruments”) that might or would require

Shares to be allotted and issued, including but not limited to the creation and issue of (as well as adjustments to)

warrants, debentures or other instruments convertible into Shares at any time and upon such terms and conditions and

to such persons as the Directors may, in their absolute discretion, deem fit provided that:

(a) the aggregate number of Shares (including Shares to be issued in pursuance of Instruments made or granted

pursuant to this Resolution) does not exceed one hundred per centum (100%) of the total number of issued

shares (excluding treasury shares) at the time of the passing of this Ordinary Resolution, of which the aggregate

number of Shares and convertible securities to be issued other than on a pro rata basis to all shareholders of

the Company shall not exceed fifty per centum (50%) of the total number of issued Shares (excluding treasury

shares);

(b) for the purpose of determining the aggregate number of Shares that may be issued under sub-paragraph

(a) above, the total number of issued Shares (excluding treasury shares) shall be based on the total number

of issued Shares (excluding treasury shares) of the Company as at the date of the passing of this Ordinary

Resolution, after adjusting for:

(i) new Shares arising from the conversion or exercise of convertible securities;

(ii) new Shares arising from exercising share options or vesting of share awards outstanding or subsisting at

the time this Ordinary Resolution is passed; and

(iii) any subsequent bonus issue, consolidation or subdivision of Shares;

(c) and that such authority shall, unless revoked or varied by the Company in a general meeting, continue in force

until the conclusion of the Company’s next annual general meeting or the date by which the next annual general

meeting of the Company is required by law to be held, whichever is earlier.

See Explanatory Note (ii) (Resolution 8)

Notice of Annual General Meeting

94


AS SPECIAL BUSINESS (Continued)

8. Authority to allot and issue shares under the Westminster Share Option Scheme

That pursuant to Section 161 of the Companies Act, Chapter 50 of Singapore, the Directors of the Company be

authorised and empowered to allot and issue shares in the capital of the Company to all the holders of options granted

by the Company, whether granted during the subsistence of this authority or otherwise, under the Westminster Share

Option Scheme (the “Scheme”) upon the exercise of such options and in accordance with the terms and conditions

of the Scheme, provided always that the aggregate number of additional ordinary shares to be allotted and issued

pursuant to the Scheme shall not exceed fifteen per centum (15%) of the total number of issued shares (excluding

treasury shares) in the capital of the Company from time to time.

See Explanatory Note (iii) (Resolution 9)

By Order of the Board

Chia Luang Chew, Hazel

Cheng Lisa

Secretaries

Singapore, 14 October 2013

Explanatory Notes on Ordinary Resolutions to be passed:

(i) The Directors’ fees and allowances of S$253,200 for the financial year ending 30 June 2014 comprise Directors’ fees of

S$120,000 and allowances of S$133,200, payable to all Non Executive Directors.

(ii) The Ordinary Resolution 8 proposed in item 7 above, if passed, will empower the Directors of the Company from the

date of the above Meeting until the date of the next annual general meeting, to allot and issue Shares and convertible

securities in the Company up to an amount not exceeding one hundred per centum (100%) of the total number of

issued Shares (excluding treasury shares), of which up to fifty per centum (50%) may be issued other than on a pro rata

basis.

(iii) The Ordinary Resolution 9 proposed in item 8 above, if passed, will empower the Directors of the Company, to allot and

issue shares in the Company of up to a number not exceeding in total fifteen per centum (15%) of the total number of

issued shares (excluding treasury shares) in the capital of the Company from time to time pursuant to the exercise of

the options under the Scheme.

Notes:

1. A Member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote in his/her stead. A proxy need not

be a Member of the Company.

2. If the appointor is a corporation, the instrument appointing a proxy must be executed under seal or the hand of its duly authorised

officer or attorney.

3. The instrument appointing a proxy must be deposited at the registered office of the Company at 36 Robinson Road #17-01, City

House, Singapore 068877 not less than forty-eight (48) hours before the time appointed for holding the Meeting.

WESTMINSTER TRAVEL LIMITED(Incorporated in Singapore with limited liability)

(Company Registration No: 200814792H)

PROXY FORM(Please see notes overleaf before completing this Form)

IMPORTANT:1. For investors who have used their CPF monies to buy Westminster

Travel Limited’s shares, this Report is forwarded to them at the

request of the CPF Approved Nominees and is sent solely FOR

INFORMATION ONLY.

2. This Proxy Form is not valid for use by CPF investors and shall be

ineffective for all intents and purposes if used or purported to be

used by them.

3. CPF investors who wish to vote should contact their CPF Approved

Nominees.

*I/We,

of being a member/members of Westminster Travel Limited (the “Company”), hereby appoint:

Name NRIC/Passport No. Proportion of ShareholdingsNo. of Shares %

Address

and/or (delete as appropriate)

Name NRIC/Passport No. Proportion of ShareholdingsNo. of Shares %

Address

or failing *him/her, the Chairman of the Meeting as *my/our *proxy/proxies to vote for *me/us on *my/our behalf

at the Annual General Meeting (the “Meeting”) of the Company to be held at 120 Robinson Road, #08-01,

Singapore 068913 on Tuesday, 29 October 2013 at 2:30 pm and at any adjournment thereof. *I/We direct *my/

our *proxy/proxies to vote for or against the Resolutions to be proposed at the Meeting as indicated hereunder.

If no specific direction as to voting is given or in the event of any other matter arising at the Meeting and at any

adjournment thereof, the *proxy/proxies will vote or abstain from voting at *his/her discretion. The authority herein

includes the right to demand or to join in demanding a poll and to vote on a poll.

(Please indicate your vote “For” or “Against” with a tick ✓ within the box provided.)

No. Resolutions relating to: For Against1 Directors’ Report and Audited Financial Statements for the year ended 30

June 2013

2 Payment of proposed final dividend

3 Re-election of Dato’ Wong Sin Just as a Director of the Company

4 Re-election of Huo Ling as a Director of the Company

5 Re-election of Lee Gee Aik as a Director of the Company

6 Approval of Directors’ fees and allowances amounting to S$253,200 for the financial year ending 30 June 2014, to be paid monthly in arrears

7 Re-appointment of PricewaterhouseCoopers LLP as Auditors of the Company and to authorise Directors to fix their remuneration

8 Authority to allot and issue new shares pursuant to Section 161 of the Companies Act, Chapter 50 of Singapore

9 Authority to allot and issue new shares under the Westminster Share Option Scheme

* Delete where inapplicable

Dated this day of 2013

Signature of Shareholder(s)/

and, Common Seal of Corporate ShareholderTotal number of Shares in: No. of Shares

(a) CDP Register

(b) Register of Members

Notes:

1. Please insert the total number of Shares held by you. If you have Shares entered against your name in the Depository

Register (as defined in Section 130A of the Companies Act, Chapter 50 of Singapore), you should insert that number

of Shares. If you have Shares registered in your name in the Register of Members, you should insert that number of

Shares. If you have Shares entered against your name in the Depository Register and Shares registered in your name

in the Register of Members, you should insert the aggregate number of Shares entered against your name in the

Depository Register and registered in your name in the Register of Members. If no number is inserted, the instrument

appointing a proxy or proxies shall be deemed to relate to all the Shares held by you.

2. A member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint one or two

proxies to attend and vote in his/her stead. A proxy need not be a member of the Company.

3. Where a member appoints two proxies, the appointments shall be invalid unless he/she specifies the proportion of his/

her shareholding (expressed as a percentage of the whole) to be represented by each proxy.

4. The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 36

Robinson Road #17-01, City House, Singapore 068877 not less than forty-eight (48) hours before the time appointed

for the Meeting.

5. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised

in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either

under its seal or under the hand of an officer or attorney duly authorised. Where the instrument appointing a proxy or

proxies is executed by an attorney on behalf of the appointor, the letter or power of attorney or a duly certified copy

thereof must be lodged with the instrument.

6. A corporation which is a member may authorise by resolution of its directors or other governing body such person as

it thinks fit to act as its representative at the Meeting, in accordance with its Articles of Association and Section 179 of

the Companies Act, Chapter 50 of Singapore.

General:

The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed

or illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified

in the instrument appointing a proxy or proxies. In addition, in the case of Shares entered in the Depository Register, the

Company may reject any instrument appointing a proxy or proxies lodged if the member, being the appointor, is not shown

to have Shares entered against his name in the Depository Register as at forty eight (48) hours before the time appointed for

holding the Meeting, as certified by The Central Depository (Pte) Limited to the Company.

AFFIX

STAMP

The Company SecretaryWESTMINSTER TRAVEL LIMITED

36 Robinson Road

#17-01 City House

Singapore 068877

Hong Kong Head Office 17/F, BEA Tower, Millennium City 5, 418 Kwun Tong Road, Kwun Tong, Kowloon, Hong Kong Tel.: +852 2313 9700 Fax: +852 2723 3746


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