Hanwell Holdings (formerly: PSC Holdings)

Hi Terry, that would be an ideal situation (directors of tat seng who are also directors of hanwell being paid less by hanwell) but these people probably don't see it that way.

It is difficult to control the members and salaries when both the companies have the same executive chairman.

And both the companies have the same people (3 of them) as independent directors on both the nominating committee and remuneration committee.

So you have the same people deciding who should be on the board, and how much board members should get paid, in both companies.

It is not uncommon to have some directors of a parent company also sitting on the board of a subsidiary. Though it is unlikely for such a situation to be seen in larger cap companies. It should also be noted that the tat seng contributes the lion's share of hanwell's profit.

(18-06-2017, 05:26 PM)Terry Wrote: Just curious. is it a norm for a company to like hanwell to buy a subsidiary tat seng , subsequently get fat salary from both side.


My understanding is that the salary for the director in hanwell is suppose to compensate them for managing the portion in consumer business & others.
Since the paycheck is already paid in tat seng.

I took a look at the ARs (i don't have prior knowledge of both companies) but as Tat Seng is 64% owned by Hanwell, Tat Seng's results are consolidated into Hanwell's. So Tat Seng's top/bottom line are already part of Hanwell's. As such, the remuneration published in Tat Seng's AR (subsidiary) is simply a subset of that in Hanwell's (parent) and are overlapping for those who take executive positions in both companies, ie. Chairman Yap and his young wife Dr Tang.

See Hanny & Rosedale listed in HK....I would not invest with Allen Yap...

(19-06-2017, 09:53 AM)weijian Wrote: As such, the remuneration published in Tat Seng's AR (subsidiary) is simply a subset of that in Hanwell's (parent) and are overlapping for those who take executive positions in both companies, ie. Chairman Yap and his young wife Dr Tang.

Where can we verfiy this?

Is what you claimed also true for independent directors?

hi karlmax,
Hoping any accounting-trained VBs to verify what i just mentioned earlier.

For IDs, it is not true as their directorship are not executive in nature and since Hanwell and Tat Seng are separate entities with (technically) different board representatives. I have seen some cases in which a parent co. has a representative on its subsidiary co's board (non executive director), and the director fees are paid as "related party transactions" to the parent co.

(19-06-2017, 05:04 PM)weijian Wrote: hi karlmax,
Hoping any accounting-trained VBs to verify what i just mentioned earlier.

For IDs, it is not true as their directorship are not executive in nature and since Hanwell and Tat Seng are separate entities with (technically) different board representatives. I have seen some cases in which a parent co. has a representative on its subsidiary co's board (non executive director), and the director fees are paid as "related party transactions" to the parent co.

Hi weijian

I concur with your understanding.  The declaration under Tat Seng relate to the company Tat Seng alone, whereas the declaration under Hanwell relates to the Group of Companies under the Holding company Hanwell.  

Extract from Hanwell AR - 
Summary compensation table of the Directors receiving remuneration from the Group for the financial year ended 31 December 2016 is set out below:

Thus, for example, the remuneration for Allan Yap is S$1458k in total from all the companies under the Hanwell Group.

hi Yoyo,
Thanks for confirming my understanding. Appreciate it.

Hanwell finally willing to payout surplus cash back to sh. 3.6cts per share which is ard 20% of market cap

https://links.sgx.com/1.0.0/corporate-an...e46aa9d71c

Allan's wife and Sam goi both increased their stakes in open market to just slightly under 20% each. Something is brewing...

Returns are quite decent actually if one had averaged and held on to the past few years, much thanks to the capital reduction sometime back. Agree that something might be brewing when insiders are buying and the bankrupt Ex Chairman being out of the picture now. Chances are the new chairman cant do any worse. (hopefully). And there are catalysts to unlocking some value if someone is keen to take a fresh/increased stake in it.

But then again it would be foolish to buy and expect quick profit just because the insiders are buying.
The holding period for insiders tend to be very much longer and with much deeper pockets than the average investor and that is important.
Market valuation and business conditions can vary wildly while waiting.