PROSPECTUS - Swissco Holdings Limited

PROSPECTUS DATED 3 NOVEMBER 2004
(registered by the Monetary Authority of Singapore on 3 November 2004)
Corporate Profile
This document is important. If you are in any doubt as to the action you should take, you should consult
your stockbroker, bank manager, solicitor, accountant, or other professional adviser.
We have applied to the Singapore Exchange Securities Trading Limited (the "SGX-ST") for permission to deal
in, and for quotation of, all the ordinary shares of $0.08 each (the "Shares") in the capital of Swissco International
Limited (the "Company") already issued (including the Vendor Shares as defined herein) and the new Shares
(the "New Shares") which are the subject of the Invitation (as defined herein). Such permission will be granted
when we have been admitted to the Official List of the SGX-ST Dealing and Automated Quotation System
(the "SGX-SESDAQ"). The dealing in, and quotation of, our Shares will be in Singapore dollars.
Acceptance of applications will be conditional upon, inter alia, permission being granted to deal in, and for
quotation of, all our issued Shares (including the Vendor Shares) and the New Shares. If the Invitation is not
completed because the SGX-ST's permission is not granted or withdrawn or if the Monetary Authority of
Singapore (the "Authority") refuses to register this Prospectus or for any other reasons, moneys paid in respect
of any application accepted will, subject to applicable laws, be returned to you at your own risk, without
interest or any share of revenue or other benefit arising therefrom and you will not have any claim whatsoever
against us, the Vendor, the Manager, the Underwriter or the Placement Agent.
The SGX-ST assumes no responsibility for the correctness of any of the statements made, opinions expressed
or reports contained in this Prospectus. Admission to the Official List of the SGX-SESDAQ is not to be taken
as an indication of the merits of the Invitation, our Company, our subsidiaries, our associated companies, our
Shares (including the Vendor Shares) or the New Shares.
A copy of this Prospectus has been lodged with and registered by the Monetary Authority of Singapore. The
Authority assumes no responsibility for the contents of this Prospectus. Registration of this Prospectus by the
Authority does not imply that the Securities and Futures Act (Chapter 289) of Singapore, or any other legal
or regulatory requirements have been complied with. The Authority has not, in any way, considered the merits
of our Shares (including the Vendor Shares) or the New Shares, as the case may be, being offered or in respect
of which an invitation is made, for investment.
No Shares shall be allotted or allocated on the basis of this Prospectus later than 6 months after the
date of registration of this Prospectus. Investing in our Shares involves risks which are described in the
section entitled "Risk Factors" in this Prospectus.
Swissco International Limited, is a Singaporebased
marine company that provides
marine logistics services, ship repair and
maintenance services for the shipping and
offshore oil and gas industries by owning
and operating Out-Port-Limit (OPL) supply
boats, offshore support vessels, tugboats
and barges.
Our ship repair and maintenance yards in
Singapore, with 2 slipways, waterfront and
a 3,000 DWT dockyard, have the capacity to
carry out both dry docking and afloat repairs
for a clientele base of smaller to mid-sized
capacity support vessels. Besides operating
in South East Asia countries such as
Indonesia, Malaysia, Vietnam and Thailand,
our vessels have been deployed by our
charterers in regions as far as East Africa
and Japan.
Our well-equipped facilities, coupled with
an experienced workforce enable us to
release our customers’ vessels back into
operations faster than our competitors,
thereby reducing vessel downtime.
Swissco International Limited
9, Pandan Road, Singapore 609257
Tel (65) 6265 2855
Fax (65) 6264 1661/6266 0719
Email swissco@singnet.com.sg
www.swissco.net
PROSPECTUS Swissco International Limited
SWISSCO
Swissco International Limited
(Incorporated in the Republic of Singapore on 29 January 2004)
Invitation in respect of 45,000,000 Ordinary Shares of $0.08 each comprising 22,500,000 New shares and 22,500,000 Vendor
Shares as follows:
(1) 2,300,000 Offer Shares by way of public offer at $0.28 for each Offer Share; and
(2) 42,700,000 Placement Shares by way of placement at $0.28 for each Placement Share,
payable in full on application.
Manager, Underwriter and Placement Agent
PHILLIP SECURITIES PTE LTD
Our Customers
Our customers include:
• Companies from the oil and gas, shipping and other marine infrastructure industries,
who charter our offshore support vessels to transport cargo fuel and potable water to
their offshore facilities.
• Local and international ship owners and their local handling agents who charter our
OPL Boats to transport stores, equipment, provisions and crew to vessels passing
Singapore at OPL
• Seismic surveyors, dredging and mining operators who charter our vessels for escort
and to serve as a guard to prevent collision with oncoming vessels during seismic
surveysor dredging operations. Similarly, our vessels are also deemployed to perform
salvage or pollution control operations by the salvors

Financial Strengths
Financial Year ended 31 December
Revenue
FY2001
FY2002
FY2003
S$10.9 million
S$11.6 million
S$12.1 million
Profit After Tax
FY2001
FY2002
FY2003
S$1.7 million
S$2.7 million
S$4.1 million
Prospects
Resilient demand for oil and gas to fuel
industry growth
• With the economic recovery of the
developed countries, the demand for oil
and gas to fuel industry growth and domestic
consumption will increase
• Increase in oil and gas exploration activities
in the region
Competitive Strengths
Young fleet of offshore support vessels
• We have a policy of operating a young and modern fleet of offshore support vessels,
with an average age of about 4 years
• Enables us to enter the higher value added sector of the business
Pioneers in the OPL business
• As one of the pioneers in the OPL business, we have built a good track record
and reputation
• We have the ability to expand our customer base and enter into new businesses as
opportunities arise
Strategic location
• OPL business is expected to be good for
the next few years as long as the
Singapore port continues to be one of
the world’s busiest ports in terms of vessel
and cargo tonnage
Resurgence in maritime traffic and infrastructure
development activities
• Increase in demand for repair and
maintenance of vessels used in expansion
of ports and berths, dredging and land
reclamation activities
Well-established business relationships with our suppliers and customers
• 62.6% of our turnover in FY2003 was from repeat customers
• Oldest customer - Chevron Texaco Shipping Company (since 1978)
Ability to provide competitively-priced, value-added services to customers
• We retain and secure new customers by being competitively-priced and offering valueadded
services such as the use of our private wharf facility, material handling equipment,
machinery and warehouse
• High utilization rates for our dockyard, afloat repair facilities and offshore support vessels
Dedicated, competent and experienced management team
• Executive Chairman, Mr Yeo Chong Lin has been in this business since 1972 and is one
of the pioneers in the marine logistics business in Singapore
• Together with our key executives, Messrs Alex Yeo and E K Lim, they have 64 years of
collective experience and expertise in the industry
Future Plans
Expand and upgrade of fleet
• Build new vessels to increase our existing fleet of support vessels, tugboats and barges for
a wider range of services particularly for the regional offshore oil and gas industry
Penetrate new markets
• Tap potential of the offshore oil and gas industry and marine infrastructure, with delivery of
two new vessels in 2004 and another eight new vessels in 2005
Expansion of ship building capabilities
• Upgrade the capability of our ship repair and maintenance yards to build new smaller to mid
sized capacity support vessels
Form strategic alliances
• Diversify into new businesses or new markets by way of alliances with strategic partners with
local and industry knowledge and expertise

TABLE OF CONTENTS
Page
CORPORATE INFORMATION ............................................... 4
DEFINITIONS ........................................................... 6
GLOSSARY OF TECHNICAL TERMS ......................................... 11
CAUTIONARY NOTE ON FORWARD LOOKING STATEMENTS ..................... 13
DETAILS OF THE INVITATION .............................................. 14
INDICATIVE TIMETABLE FOR LISTING ....................................... 17
PROSPECTUS SUMMARY ................................................. 18
THE INVITATION. ........................................................ 22
PLAN OF DISTRIBUTION .................................................. 23
RISK FACTORS ......................................................... 24
ISSUE STATISTICS. ...................................................... 35
DIVIDENDS. ............................................................ 37
USE OF PROCEEDS ..................................................... 38
SUMMARY OF PROFORMA GROUP FINANCIAL INFORMATION ................... 39
MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION ................................................. 42
Overview ............................................................. 42
Review of Results of Operations. ........................................... 45
Review of Past Financial Position ........................................... 48
Liquidity and Capital Resources ............................................ 49
Capitalisation and Indebtedness ............................................ 50
Capital Expenditures, Divestment and Commitment. ............................. 52
Foreign Exchange Exposure ............................................... 53
Significant Accounting Policy Changes ....................................... 54
State of the Order Books ................................................. 54
Exchange Controls ...................................................... 54
DILUTION .............................................................. 55
INFORMATION ON OUR COMPANY AND GROUP ............................... 56
RESTRUCTURING EXERCISE .............................................. 58
GROUP CORPORATE STRUCTURE. ......................................... 62
HISTORY .............................................................. 64
1

Page
INDUSTRY OVERVIEW .................................................... 66
OUR BUSINESS ......................................................... 67
Principal Activities. ...................................................... 67
Marketing ............................................................. 68
Credit Policy. .......................................................... 68
Operation Process ...................................................... 69
Capacity Utilisation of Facilities and Vessels ................................... 75
Quality Assurance/Repairs and Maintenance. .................................. 75
Research & Development ................................................. 76
Intellectual Property Rights ................................................ 76
Insurance ............................................................. 77
Government Regulations ................................................. 77
Employees ............................................................ 80
Property Plant and Equipment ............................................. 80
StaffTraining.......................................................... 82
Major Suppliers ........................................................ 83
Major Customers ....................................................... 83
Competition ........................................................... 83
Competitive Strengths ................................................... 84
Prospects. ............................................................ 86
Future Plans and Business Strategy ......................................... 87
DIRECTORS, MANAGEMENT AND STAFF. .................................... 89
Directors ............................................................. 89
Independent Directors ................................................... 90
Management Organisation ................................................ 92
Executive Officers ...................................................... 93
Directors’ and Executive Officers’ Remuneration ................................ 94
Service Agreements ..................................................... 95
Profit Sharing .......................................................... 97
Swissco Share Option Scheme. ............................................ 97
CORPORATE GOVERNANCE. .............................................. 104
SHAREHOLDERS ........................................................ 106
INTERESTED PERSON TRANSACTIONS. ..................................... 109
POTENTIAL CONFLICTS OF INTEREST ...................................... 117
TAXATION ............................................................. 118
DESCRIPTION OF ORDINARY SHARES ...................................... 120
2

Page
GENERAL AND STATUTORY INFORMATION ................................... 125
APPENDIX A REPORT ON EXAMINATION OF THE PRO FORMA FINANCIAL
STATEMENTS OF THE GROUP ............................... A-1
APPENDIX B
PRO FORMA FINANCIAL STATEMENTS FOR FY2001, FY2002 AND
FY2003 .................................................. B-1
APPENDIX C RULES OF THE SWISSCO SHARE OPTION SCHEME. ............. C-1
APPENDIX D SUMMARY OF ARTICLES OF ASSOCIATION OF OUR COMPANY .... D-1
APPENDIX E
APPENDIX F
APPENDIX G
APPENDIX H
TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND
ACCEPTANCE ............................................ E-1
AUDITED FINANCIAL STATEMENTS OF SWISSCO OFFSHORE (PTE)
LTD FOR FY2001 .......................................... F-1
AUDITED FINANCIAL STATEMENTS OF SWISSCO OFFSHORE (PTE)
LTD FOR FY2002 .......................................... G-1
AUDITED FINANCIAL STATEMENTS OF SWISSCO OFFSHORE (PTE)
LTD FOR FY2003 .......................................... H-1
3

CORPORATE INFORMATION
BOARD OF DIRECTORS : Mr Yeo Chong Lin
Chairman
Mr Alex Yeo Kian Teong
Chief Executive Officer
Mr Phillip Chan Yee Foo
Independent Director
Dr Chiang Hai Ding
Independent Director
Mr Rohan Kamis
Independent Director
COMPANY SECRETARY : Tan Ching Chek (LLB)(Hons) (ACIS)
Lo Swee Oi (ACIS)
REGISTERED OFFICE : 9 Pandan Road
Singapore 609257
PRINCIPAL PLACE OF BUSINESS : 9 Pandan Road
Singapore 609257
Telephone: (65) 6265 2855
Facsimile: (65) 6264 1661
VENDOR : Yeo Holdings Private Limited
9 Pandan Road
Singapore 609257
SHARE REGISTRAR AND SHARE
TRANSFER OFFICE
MANAGER, UNDERWRITER AND
PLACEMENT AGENT
: B.A.C.S. Private Limited
63 Cantonment Road
Singapore 089758
: Phillip Securities Pte Ltd
250 North Bridge Road
#06-00 Raffles City Tower
Singapore 179101
AUDITORS AND REPORTING ACCOUNTANTS : PricewaterhouseCoopers
Certified Public Accountants
8 Cross Street
#17-00 PWC Building
Singapore 048424
SOLICITORS TO THE INVITATION : ASG Law Corporation
30 Raffles Place
#12-00 Caltex House
Singapore 048622
4

PRINCIPAL BANKERS : United Overseas Bank Limited
80 Raffles Place
UOB Plaza
Singapore 048624
Malayan Banking Berhad
2 Battery Road
Maybank Tower
Singapore 049907
Standard Chartered Bank
6 Battery Road
Singapore 049909
RECEIVING BANKER : United Overseas Bank Limited
80 Raffles Place
UOB Plaza
Singapore 048624
5

DEFINITIONS
In this Prospectus, the accompanying Application Forms and, in relation to the Electronic Applications,
the instructions appearing on the screens of the ATMs of the Participating Banks or the Internet Banking
websites of the relevant Participating Banks, unless the context otherwise requires, the following
definitions apply throughout where the context so admits:
Our Group Companies
“Group” : Our Company and its subsidiaries
“Proforma Group” : Our Company and our subsidiaries following the completion
of the Restructuring Exercise, treated for the purpose of this
Prospectus, as if these entities had been in existence since
1 January 2001 on the basis described in the Pro Forma
Financial Statements
“RMS” : Regional Marine Supply Private Limited
“SML” : Singapore Marine Logistics Pte Ltd
“Swissco International” or
“Company”
: Swissco International Limited
“Swissco Offshore” : Swissco Offshore (Pte) Ltd
“Swissco Seychelles” : Swissco Offshore Ltd, a company registered in the Republic
of Seychelles
Our Associated Companies
“Asia Pacific Marine” : Asia Pacific Marine Limited
“Camvale” : Camvale Pte Ltd
“Swisko Berjaya” : PT Swisko Berjaya
“Swisko Marine (Malaysia)” : Swisko Marine (Malaysia) Sdn. Bhd.
“Swiber Offshore” : Swiber Offshore Pte Ltd (formerly known as AJR Marine Pte
Ltd)
Other Companies and Organisations
“APECS Offshore” : APECS Offshore Pte Ltd
“Swissco Structural Mechanical” : Swissco Structural Mechanical Pte Ltd
“Swissco Marine” : Swissco Marine Pte Ltd
“Yeo Holdings” or “Vendor” : Yeo Holdings Private Limited
General
“Act” : The Companies Act (Cap. 50 of Singapore Statutes), as
amended from time to time
“Application Forms” : The official printed application forms to be used for the
purpose of the Invitation and which form part of this
Prospectus
“Application List” : The list of applications for subscription and/or the purchase
of the Invitation Shares
6

“associate” : (a) in relation to a corporation, means:
(i) a director or controlling shareholder;
(ii) a subsidiary or associated company; or
(iii) a subsidiary or associated company of the
controlling shareholder
of the corporation;
(b) in relation to any Director, Executive Officer or
controlling shareholder of a corporation who is an
individual, means:
(i) his immediate family;
(ii) a trustee, acting in his capacity as such trustees,
of any trust of which the individual or his
immediate family is a beneficiary, or in the case
of a discretionary trust, is a discretionary object;
and
(iii) any corporation in which he and his immediate
family together (directly or indirectly) have an
interest of not less than 30% of the aggregate of
the nominal amount of all the voting shares; and
(c) in relation to a substantial shareholder or controlling
shareholder, which is a corporation, means,
notwithstanding paragraph (a), any corporation which
is its related corporation or associated company.
“associated company” : in relation to a corporation, means:
(a) any corporation in which the corporation or its
subsidiary has, or the corporation and its subsidiary
together have, a direct interest of not less than 20%
but not more than 50% of the aggregate of the nominal
amount of all the voting shares; or
(b) any corporation, other than a subsidiary of the
corporation or a corporation which is an associated
company by virtue of paragraph (a), the policies of
which the corporation or its subsidiary, or the
corporation together with its subsidiary, is able to
control or influence materially
“ATM(s)” : Automated teller machines of the Participating Banks
“Audit Committee” : Audit Committee of our Company
“Board” or Board of Directors” : The Board of Directors of our Company
“CDP” : The Central Depository (Pte) Limited
“controlling shareholder” : in relation to a corporation, means:
(a) a person who has an interest in the voting shares of a
corporation and who exercises control over the
corporation; or
(b) a person who has an interest of 30% or more of the
aggregate of the nominal amount of all the voting
shares in a corporation, unless he does not exercise
control over the corporation
7

“CPF” : The Central Provident Fund
“Directors” : Our directors as at the date of this Prospectus, unless
otherwise stated
“Electronic Applications” : Applications for the Offer Shares made through ATMs of
one of the Participating Banks or through Internet Banking
web-sites of the relevant Participating Banks in accordance
with the terms and conditions of this Prospectus
“Executive Officers” : The executive officers of the Group as at the date of this
Prospectus, unless otherwise stated
“FRS” : Financial Reporting Standards
“FY” : Financial year ended or ending 31 December
“IACS” : International Association of Classification Societies, for the
classification of vessels
“IMO” : International Maritime Organisation an organisation
established to provide the mechanism for cooperation
among various governments in respect of regulations
affecting the safety of shipping, efficiency of navigation and
the prevention and control of maritime pollution from ships
“Invitation” : The invitation by our Company and the Vendor to the public
to subscribe for and/or purchase, as the case may be,
Invitation Shares, subject to and on the terms and
conditions of this Prospectus
“Invitation Shares” : The New Shares and Vendor Shares which are the subject
of the Invitation
“Issue Price” : $0.28 for each Invitation Share
“JTC” : JTC Corporation
“Latest Practicable Date” : 15 September 2004, being the latest practicable date prior
to the printing of this Prospectus
“Manager”, “Underwriter” or
“Placement Agent”
: Phillip Securities Pte Ltd
“Market Day” : A day on which the SGX-ST is open for trading in securities
“MAS” or “Authority” : Monetary Authority of Singapore
“MPA” : Maritime and Port Authority of Singapore
“New Shares” : The 22,500,000 new Shares for which the Company invites
applications to subscribe pursuant to the Invitation, subject
to and on the terms and conditions of this Prospectus
“Nominating Committee” : The Nominating Committee of our Company
“NTA” : Net tangible assets
“Offer” : The offer by the Company and the Vendor to the public in
Singapore to subscribe for and/or purchase the Offer
Shares at the Issue Price, subject to and on the terms and
conditions of this Prospectus
8

“Offer Shares” : The 2,300,000 Invitation Shares which are the subject of the
Offer
“Options” : The options granted or which may be granted pursuant to
the Swissco Share Option Scheme, as the case may be
“Option Shares” : The new Shares which may be allotted and issued upon the
exercise of the Options
“Participating Banks” : DBS Bank Ltd (including POSB) (“DBS Bank”), Oversea-
Chinese Banking Corporation Limited (“OCBC”) and United
Overseas Bank Limited and its subsidiary, Far Eastern
Bank Limited (the “UOB Group”)
“PER” : Price earnings ratio
“Placement” : The placement of the Placement Shares by the Placement
Agent on behalf of the Company and the Vendor at the
Issue Price, subject to and on the terms and conditions of
this Prospectus
“Placement Shares” : The 42,700,000 Invitation Shares which are the subject of
the Placement
“Prospectus” : Prospectus dated 3 November 2004 issued by our
Company in respect of the Invitation
“Remuneration Committee” : Remuneration Committee of our Company
“Restructuring Exercise” : The corporate restructuring exercise of our Group
undertaken in connection with the Invitation, as described
on pages 58 to 61 of this Prospectus
“SAS” : Singapore Statements of Accounting Standard
“SCCS” : Securities Clearing and Computer Services (Pte) Ltd
“Scheme” : Swissco Share Option Scheme set out on pages 97 to 103
and in Appendix C of this Prospectus
“Securities Account” : Securities account maintained by a depositor with CDP
“Service Agreements” : The service agreements entered into between our
Company and Mr Yeo Chong Lin, Mr Alex Yeo Kian Teong
and Mr E K Lim, as described under “Service Agreements”
on pages 95 to 96 of this Prospectus
“SFA” : Securities and Futures Act, Chapter 289 as amended from
time to time
“SGX-ST” : Singapore Exchange Securities Trading Limited
“SGX-SESDAQ” : SGX-ST Dealing and Automated Quotation System
“Shares” : Ordinary shares of $0.08 each in the capital of our
Company
“Share Consolidation” : The consolidation of 4 ordinary shares of $0.02 each (after
the Share Split) into 1 share of $0.08 each as described on
page 56 of this Prospectus
“Share Split” : The sub-division of one ordinary share of $1.00 each into 50
shares of $0.02 each as described on page 56 of this
Prospectus
9

“Vendor Shares” : The 22,500,000 Shares for which the Vendor invites
applications to purchase, subject to and on the terms and
conditions of this Prospectus
Currencies, Units and Others
“S$” or “$” or “Singdollar” and
“cents”
: Singapore Dollar and Singapore cents respectively, the
legal currency of Singapore
“Euro” : The single currency of the European Monetary Union
“Rupiah” or “Rp” : Indonesian Rupiah, the legal currency of Indonesia
“Ringgit” or “RM” : Malaysian Ringgit, the legal currency of Malaysia
“US$” or “US Dollar” : US Dollar, legal currency of the United States of America
“sq ft” : Square feet
“sq m” : Square meter
“%” or “per cent.” : Per centum or percentage
References in this Prospectus to our “Group”, “we”, “our” and “us” refer to our Company and its
subsidiaries.
The terms “depositor”, “depository agent” and “Depository Register” shall have the meanings ascribed
to them respectively in Section 130A of the Act.
Any discrepancies in the figures included in this Prospectus between the amounts listed and the totals,
or in relation to amounts converted to another currency, are due to rounding.
Words importing the singular shall, where applicable, include the plural and vice versa and words
importing the masculine gender shall, where applicable, include the feminine and neuter genders and
vice versa. References to persons shall include corporations.
Any reference in this Prospectus and the Application Forms to any enactment is a reference to that
enactment as for the time being amended or re-enacted. Any word defined under the Act or the SFA
or any statutory modification thereof (as the case may be) and used in this Prospectus and the
Application Forms shall have the meaning assigned to it under the Act or the SFA or statutory
modification thereof, as the case may be.
Any reference in this Prospectus and the Application Forms to Shares being allotted to an applicant
includes allotment to CDP for the account of that applicant.
A reference to time and dates in this Prospectus and the Application Forms shall be a reference to
Singapore time and dates, unless otherwise stated.
10

GLOSSARY OF TECHNICAL TERMS
To facilitate understanding of the business of our Group, the following glossary explains some of the
technical terms and abbreviations used in this Prospectus.
“afloat repairs” : Repairs undertaken while the vessel is afloat and anchored
at a location, typically, a jetty or anchorage and not dry
docked
“barge” : A flat bottomed steel vessel used for the transportation of
cargo
“bhp” or “brake horse power” : A measure of engine power
“BIMCO” : The Baltic and International Maritime Council
“bunker” : Marine fuel for a ship’s engine
“charterer” : A person or firm who hires a vessel for the transportation of
goods or other purposes
“charterparty agreement” : A contract between shipowner and a charterer for the
charter of a vessel
“Chief Engineer” : A person who is overall in charge of the operations and
maintenance of the machinery in a vessel
“classification societies” : Worldwide experienced and reputable societies which
undertake to arrange inspections and advise on the hull and
machinery of vessels. They are responsible to ensure that
the vessels are built or maintained according to the relevant
requirements
“contract of affreightment” : A contract to carry goods in one or more voyages, using one
or more vessels, where the owner bears the cost of crew
and fuel.
“crewboat” or “crew utility boat” : A vessel designed for speed and used for transportation of
passengers and cargo to and from offshore structures
“demurrage” : Compensation paid for the delay or detention of a ship or
cargo beyond its scheduled time of departure
“DWT” : Deadweight tonnage. One DWT equals 1,000 kilogrammes
and is a measure of total load which a ship can carry,
including its cargo, provisions, fuel, stores, bunker, crew
and spare parts
“flag-state” : The country in which vessels are registered. The vessels
are generally required to fly the flags of the countries in
which these vessels are registered
“GRT” or “gross registered
tonnage”
: Gross tonnage. A measure of the overall volume of a vessel
determined in accordance with the Merchant Shipping
(Tonnage) Regulations, a regulation issued under the
Merchant Shipping Act (Chapter 179) of Singapore
“ISM Code” : International Safety Management Code, a code developed
by IMO for implementation by its signatory countries
11

“Master” : A person who commands and is overall in charge of the
operations and maintenance of a vessel
“offshore support vessels” : Vessels which perform the various support functions during
the different phases of offshore oil and natural gas
exploration, development and production
“OPL” : Out Port Limit, which demarcates the seas beyond the port
limit of Singapore
“OPL Boats” : Vessels which principally operate in the OPL
“OPL Business” or “OPL
Service”
“Protection and Indemnity Club”
or “P&I Club”
: The business of providing marine supply services to vessels
in the OPL
: A mutual association formed by shipowners to provide
protection from financial loss to members by contributing
towards that loss by all members, covering liabilities not
otherwise covered by marine hull and machinery insurance
such as cost of defending claims made by cargo owners
and third parties
“tug” or “tugboat” : A vessel designed for towage
12

CAUTIONARY NOTE ON FORWARD LOOKING STATEMENTS
All statements contained in this Prospectus, statements made in the press releases and oral
statements that may be made by our Company or our officers, Directors or employees acting on our
behalf, that are not statements of historical fact, constitute “forward-looking statements”. Some of these
statements can be identified by words that have a bias towards, or are, forward-looking such as
“anticipate”, “believe”, “could”, “estimate”, “expect”, “forecast”, “if”, “intend”, “may”, “plan”, “possible”,
“probable”, “project”, “should”, “will” and “would” or similar words. However, these words are not the
exclusive means of identifying forward-looking statements. All statements regarding our Group’s
expected financial position, business strategy, plans and prospects and future prospects of our Group’s
industry are forward-looking statements. These forward-looking statements, including statements as to
our Group’s revenue and profitability, prospects, future plans and other matters discussed in this
Prospectus regarding matters that are not historic facts, are only predictions. These forward-looking
statements involve known and unknown risks, uncertainties and other factors that may cause our
Group’s actual, future results, performance or achievements to be materially different from any future
results, performance or achievements expected, expressed or implied by such forward-looking
statements.
Given the risks and uncertainties that may cause our Group’s actual future results, performance or
achievements to be materially different from that expected, expressed or implied by the forward-looking
statements in this Prospectus, undue reliance must not be placed on these statements. Our actual
results may differ materially from those anticipated in these forward looking statements. Neither our
Company, the Vendor, the Manager, the Placement Agent, the Underwriter nor any other person
represents or warrants that our Group’s actual future results, performance or achievements will be as
discussed in those statements.
Further, our Company and all the professional advisors including the Manager, the Underwriter and the
Placement Agent disclaim any responsibility to update any of those forward-looking statements or
publicly announce any revisions to those forward-looking statements to reflect future developments,
events or circumstances for any reason, even if new information becomes available or other events
occur in the future. We are, however, required by Section 241 of the SFA to lodge a supplementary or
replacement document in respect of future developments, events or circumstances that are required to
be disclosed pursuant to law. We are also subject to the provisions of the Listing Manual of the SGX-ST
regarding corporate disclosure upon our admission to the Official List of the SGX-SESDAQ.
13

DETAILS OF THE INVITATION
LISTING ON THE SGX-SESDAQ
Application has been made to the SGX-ST for permission to deal in, and for quotation of, all our Shares
already issued (including the Vendor Shares), as well as the New Shares on the SGX-SESDAQ. Such
permission will be granted when the Company has been admitted to the Official List of the
SGX-SESDAQ. Acceptance of applications will be conditional upon the issue of the New Shares and
upon permission being granted to deal in, and for quotation of, all our issued Shares as well as the New
Shares.
The SGX-ST assumes no responsibility for the correctness of any of the statements made, opinions
expressed or reports contained in this Prospectus. Admission to the Official List of the SGX-SESDAQ
is not to be taken as an indication of the merits of the Invitation, our Company, our subsidiaries, our
Shares (including the Vendor Shares) or the New Shares.
A copy of this Prospectus has been lodged with and registered by the Monetary Authority of Singapore
(the “Authority”). The Authority assumes no responsibility for the contents of the prospectus.
Registration of the prospectus by the Authority does not imply that the Securities and Futures Act, or
any other legal or regulatory requirements have been complied with. The Authority has not, in any way,
considered the merits of the shares being offered or in respect of which an invitation is made, for
investment.
This Prospectus has been seen and approved by our Directors and the Vendor and they individually
and collectively accept full responsibility for the accuracy of the information given in this Prospectus and
confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, the facts
stated and the opinions expressed in this Prospectus are fair and accurate in all material respects as
at the date of this Prospectus, and that there are no material facts the omission of which would make
any statements in the Prospectus misleading.
No person is authorised to give any information or to make any representation not contained in this
Prospectus in connection with the Invitation and, if given or made, such information or representation
must not be relied upon as having been authorised by our Company, the Vendors or the Manager, the
Underwriter and the Placement Agent.
Neither the delivery of this Prospectus and the Application Forms nor the Invitation shall, under any
circumstances, constitute a continuing representation or create any suggestion or implication that there
has been no change in the affairs of our Company or the Group or in any statements of fact or
information contained in this Prospectus since the Latest Practicable Date. Where such changes occur,
our Company may make an announcement of the same to the SGX-ST and the public and, if required,
a supplementary prospectus or replacement prospectus pursuant to Section 241 of the SFA will be
lodged and immediate steps will be taken to comply with the requirements of the SFA. All applicants
should take note of any such announcement, supplementary prospectus or replacement prospectus
and, upon release of such an announcement, supplementary prospectus or replacement prospectus,
shall be deemed to have notice of such changes.
In the event that a supplementary or replacement prospectus is lodged with the Authority, our Invitation
shall be kept open for at least 14 days after the lodgement of such supplementary or replacement
prospectus.
Where prior to the lodgement of the supplementary or replacement prospectus, applications have been
made under this Prospectus to subscribe for the Invitation Shares and:
(a) where the Invitation Shares have not been issued and/or sold to the applicants, our Company
shall (as well as on behalf of the Vendor) either:
(i) within 7 days from the date of lodgement of the supplementary or replacement prospectus,
give the applicants the supplementary or replacement prospectus, as the case may be, and
provide the applicants with an option to withdraw their applications; or
14

(b)
(ii) treat the applications as withdrawn and cancelled, in which case the applications shall be
deemed to have been withdrawn and cancelled, and our Company shall (as well as on
behalf of the Vendor), within 7 days from the date of lodgement of the supplementary or
replacement prospectus, return all moneys paid in respect of any application; or
where the Invitation Shares have been issued and/or sold to the applicants, our Company shall
(as well as on behalf of the Vendor) either:
(i) within 7 days from the date of lodgement of the supplementary or replacement prospectus,
give the applicants the supplementary or replacement prospectus, as the case may be, and
provide the applicants with an option to return to our Company and the Vendor the Invitation
Shares, which they do not wish to retain title in; or
(ii) treat the issue and/or sales of the Invitation Shares as void, in which case the issue or sales
shall be deemed void and our Company shall (as well as on behalf of the Vendor), within 7
days from the date of lodgement of the supplementary or replacement prospectus, return all
moneys paid in respect of any application.
An applicant who wishes to exercise his option under paragraph (a)(i) to withdraw his application shall,
within 14 days from the date of lodgement of the supplementary or replacement prospectus, notify our
Company of this, whereupon our Company shall (as well as on behalf of the Vendor), within 7 days from
the receipt of such notification, pay to him all moneys paid by him on account of his application for those
Shares without interest or a share of revenue or benefit arising thereform, at the applicant’s risk.
An applicant who wishes to exercise his option under paragraph (b)(i) to return our Shares issued
and/or sold to him shall, within 14 days from the date of lodgement of the supplementary or replacement
prospectus, notify our Company of this and return all documents, if any, purporting to be evidence of
title to those Shares, to our Company, whereupon our Company shall (as well as on behalf of the
Vendor), within 7 days from the receipt of such notification and documents, if any, pay to him all moneys
paid by him for those shares and the issue of those Shares shall be deemed to be void.
Under the SFA, the Authority may, in certain circumstances issue a stop order (the “Stop Order”) toour
Company, directing that no or no further Shares to which this Prospectus relates, be allotted, issued or
sold. Such circumstances will include a situation where this Prospectus (i) contains a statement or
matter, which in the opinion of the Authority is false or misleading, (ii) omits any information that should
be included in accordance with the SFA or (iii) does not, in the opinion of the Authority, comply with the
requirements of the SFA.
Where applications to subscribe and/or purchase the Invitation Shares to which this Prospectus relates
have been made prior to the Stop Order, and:
(a) where the Invitation Shares have not been issued and/or sold to the applicants, the applications
shall be deemed to have been withdrawn and cancelled and our Company shall (as well as on
behalf of the Vendor), within 14 days from the date of the Stop Order, pay to the applicants all
moneys the applicants have paid on account of their applications for the Invitation Shares;
(b) where the Invitation Shares have been issued to the applicants, the issue of the Invitation Shares
shall be deemed to be void and our Company shall, within 14 days from the date of the Stop
Order, pay to the applicants all moneys paid by them for our Shares; or
(c) where the Invitation Shares have been sold to the applicants, the sale of the Invitation Shares
shall be deemed to be void and if documents purporting to evidence title have been issued to the
applicants, we shall, on behalf of the Vendor, inform the applicants to return such documents to
us within 14 days from that date and within 7 days from the date of receipt of such documents (if
applicable) or the date of the Stop Order, whichever is later, pay to the applicants all moneys paid
by them for the Invitation Shares.
15

If the Invitation is not completed because the permission to deal in, and for quotation of, all our issued
Shares as well as the New Shares is not granted or is withdrawn by the SGX-ST or if the Authority
refuses to register this Prospectus or if the Invitation is deemed cancelled where the Authority issues
a stop order pursuant to Section 242 of the SFA, or for any other reasons, moneys paid in respect of
any application accepted will, subject to applicable laws, be returned to the applicant at his own risk,
without interest or any share of revenue or other benefit arising therefrom and the applicant will not
have any claim whatsoever against us, the Vendor, the Manager, the Underwriter or the Placement
Agent.
Save as expressly stated in this Prospectus, nothing herein is, or may be relied upon as, a promise or
representation as to the future performance or policies of our Company, or the Group.
Neither our Company, the Vendor, the Manager, the Underwriter, the Placement Agent nor any other
parties involved in the Invitation is making any representation to any person regarding the legality of an
investment in the Shares by such person under any investment or any other laws or regulations. No
information in this Prospectus should be considered to be business, legal or tax advice. Each
prospective investor should consult his own professional or other advisers for business, legal or tax
advice regarding an investment in the Shares.
This Prospectus has been prepared solely for the purpose of the Invitation and may not be relied upon
by any persons other than the applicants in connection with their application for the Invitation Shares
or for any other purpose. This Prospectus does not constitute an offer of, invitation or solicitation to
subscribe for the Invitation Shares in any jurisdiction in which such offer or invitation or solicitation is
unauthorised or unlawful nor does it constitute an offer, invitation or solicitation to any person to whom
it is unlawful to make such offer, invitation or solicitation.
Copies of this Prospectus and the Application Forms and envelopes may be obtained on request,
subject to availability, during office hours from:
Phillip Securities Pte Ltd
250 North Bridge Road
#06-00 Raffles City Tower
Singapore 179101
And, where available, from members of the Association of Banks in Singapore, members of the
SGX-ST and merchant banks in Singapore. A copy of this Prospectus is also available on:
(a) the SGX-ST’s website at http://www.sgx.com; and
(b) the Authority’s website at http://www.mas.gov.sg.
The Application List will open at 10.00 a.m. on 10 November 2004 and will remain open until
12.00 noon on the same day or for such further period or periods as our Directors and the
Vendor may, in consultation with the Manager, in their absolute discretion decide, subject to any
limitation under all applicable laws. In the event a supplementary prospectus or replacement
prospectus is lodged, the Application List will remain open for at least 14 days after the
lodgement of the supplementary or replacement prospectus.
Details of the procedures for application to subscribe and/or purchase the Invitation Shares are
set out in Appendix E of this Prospectus.
16

INDICATIVE TIMETABLE FOR LISTING
In accordance with the Singapore Exchange’s News Release of 28 May 1993 on the trading of initial
public offering shares on a “when issued” basis, an indicative timetable is set out below for the
reference of applicants:
Indicative date/time
Event
10 November 2004, 12 noon Close of Application List
12 November 2004 Balloting of applications, if necessary (in the event of an oversubscription
for the Offer Shares)
16 November 2004, 9.00 a.m. Commence trading on a “when issued” basis
22 November 2004 Last day of trading on a “when issued” basis
23 November 2004, 9.00 a.m. Commence trading on a “ready” basis
26 November 2004 Settlement date for all trades done on a “when issued” basis and
for all trades done on a “ready” basis on 23 November 2004
The above timetable is only indicative as it assumes that the closing of the Application List is 10
November 2004, the date of admission of the Company to the Official List of the SGX-SESDAQ is 16
November 2004, the SGX-ST’s shareholding spread requirement will be complied with and the
Invitation Shares will be issued and fully paid up prior to 16 November 2004. The actual date on which
the Shares will commence trading on a “when issued” basis will be announced when it is confirmed by
the SGX-ST.
The above timetable and procedure may be subject to such modifications as the SGX-ST may, in its
absolute discretion decide, including the decision to permit trading on a “when issued” basis, and the
commencement date of such trading. All persons trading in the Shares on a “when issued” basis do so
at their own risk. In particular, persons trading in the Shares before their Securities Accounts with
CDP are credited with the relevant number of Shares do so at the risk of selling Shares which
neither they nor their nominees, if applicable, have been allotted with or are otherwise
beneficially entitled to. Such persons are also exposed to the risk of having to cover their net
sell positions earlier if “when issued” trading ends sooner than the indicative date shown
above. Persons who have a net sell position traded on a “when issued” basis should close their
position on or before the first day of “ready” basis trading.
The Invitation will be open from the date of registration of this Prospectus to 10 November 2004.
In the event of any changes in the closure of the Application List or the time period during which the
Invitation is open, we will publicly announce the same:
(i) through a MASNET announcement to be posted on the internet at the SGX-ST’s web-site
http://www.sgx.com; and
(ii) in a local English newspaper, namely, The Straits Times.
Investors should consult the SGX-ST announcement on the “ready” trading date on the Internet
(at the SGX-ST website http://www.sgx.com), INTV or the newspapers, or check with their
brokers on the date on which trading on a “ready” basis will commence. We will provide details
of the results of the Invitation (including the level of subscription for the Invitation Shares and the basis
of allocation of the Invitation Shares pursuant to the Invitation) as soon as practicable after the closure
of the Application List, through the channels in (i) and (ii) above.
17

PROSPECTUS SUMMARY
The following summary is qualified in its entirety by, and should be read in conjunction with, the more
detailed information and financial statements (including the notes thereto) appearing elsewhere in this
Prospectus. Prospective investors should carefully consider the information presented in this
Prospectus, particularly the matters set out under “Risk Factors” beginning on page 24.
OVERVIEW OF OUR GROUP
Our Company
Our Company was incorporated in Singapore as a public company with limited liability under the name
Swissco International Limited on 29 January 2004.
Our Business
Our Group’s principal business activities are in the provision of marine logistics services and ship repair
and maintenance services.
We provide marine logistics services for the shipping and offshore oil and gas industries through
owning and operating OPL supply boats, offshore support vessels, tugboats and barges. Our Group
own, operate and charter OPL Boats, offshore support vessels, tugboats and barges to provide marine
logistics services to local and international ship owners and their local handling agents who charter our
OPL Boats to transport stores, equipment, provisions and crew to vessels passing Singapore at OPL,
to companies in the oil & gas industry who utilise our vessels for transportation work, and to companies
involved in seismic surveys, dredging and mining operations.
We operate our ship repair and maintenance yards in Singapore and have the capability to carry out
both dry docking and afloat repairs. With 2 slipways, waterfront and a 3,000 DWT docking yard, the
facilities cater to our market niche of smaller to mid-sized capacity support vessels plying this region.
Our customers are generally owners of small tankers, tugboats and barges and other smaller crafts. We
believe our repair facilities coupled with our experienced workforce are able to offer efficient and
competitively priced services. This enables us to release the customers’ vessels back into operations
faster than lower cost yards for the same type of work, thereby reducing the vessel downtime for our
customers. We also build tugboats and barges for our own use and for other customers to complement
our ship repair and maintenance service capabilities.
Please see “Our Business” on page 67 of this Prospectus for more details on our business.
OUR COMPETITIVE STRENGTHS
We believe that the following are our competitive strengths:
We were one of the pioneers in the OPL business
Being one of the pioneers in the OPL business in Singapore, we were able to build a good track record
and reputation. We were also able to establish a level of service that not only enabled us to serve our
customers, but also match the rates and service quality offered by newer players. Over the years we
had upgraded our vessels and provided logistics facilities such as our own warehousing and waterfront
facilities to meet the transportation and related support service needs of our customers. Through
referrals and recommendations of satisfied customers from the OPL business, we were able to expand
our customer base as new needs arose in the offshore oil and gas industry and facilitated our entry into
the offshore support service business.
We have well-established business relationships with our suppliers and customers
We have developed long-standing relationships with our customers over the years and established a
track record of reliable service and good facilities. Through the years we have earned the trust of our
customers as a result of the integrity of our management, our demonstration of reliability of our services
and our ability to support our clients in the provision of key marine support facilities and personalised
18

services. We believe that our business model and well-established interpersonal relationships with
customers may not be easily replicated. With the extensive experience of our key executives, we have
built up a good network of suppliers, contractors and customers in the marine logistics and ship repair
industries.
We are price-competitive and we add value to our customers’ operations
In the OPL sector of our business we have been able to remain competitive despite the increased
competition. We have been able to retain the business of our customers and secure new businesses
as we provide value-added services to our customers, including warehousing and our private wharf
facility fully equipped with material handling equipment and machinery such as lifting cranes. Our ship
repair and maintenance yard is able to compete against similar facilities based in the lower cost
locations, because of our higher work productivity due to our workers’ skills and competence. In
addition we render value-added services such as technical advice to customers on compliance with
certification requirements and extending the seaworthiness of their vessels.
We own a young fleet of offshore support vessels
We have a policy to operate a young and modern fleet of offshore support vessels. The average age
of our fleet of offshore support vessels is just over 4 years old. Under this policy we periodically renew
our fleet in order to offer to our customers newer and a wider range of vessels that meet the changing
needs as well as keep pace with the operational requirements of the offshore oil and gas industry. As
a result of this fleet renewal policy, we are able to enter the higher value-added sector of the business.
We have a dedicated, competent and experienced management team
Our business activities are managed by a dedicated, competent and experienced management team.
Our Executive Chairman Mr Yeo Chong Lin has been in this business since 1972 and was one of the
pioneers in the marine logistics business in Singapore. He has in-depth knowledge of the needs of the
business as it evolved over the years. His ability to anticipate business trends and demands has
enabled us to offer the right type of vessels to customers when they are needed. Our Chief Executive
Officer Mr Alex Yeo Kian Teong has been with the Group since 1992. Together, their abilities, expertise
and commitment have grown the business from a small ship chandler to its current status as a marine
logistics and ship repair and maintenance group with regional operations. Mr EKLim,asManaging
Director of SML, has been in the ship repair business since 1986 and has extensive experience,
business network, knowledge of the industry and management ability.
We have a team of experienced and well-trained seafarers and shore-based personnel
Over the years we have developed a team of seafarers who are well-trained and experienced in the
operation of the vessels and equipment and who understand the requirements of our customers. Our
shore-based personnel are equally experienced to understand the operational requirements and
demands of the industry and are adept in meeting the needs of our customers. By recruiting personnel
from various countries in this region we acquire local knowledge that comes with these personnel and
have a wider pool of skilled human resource to tap from at competitive rates.
We have comprehensive marine and related facilities that are efficiently utilised
We have assets in terms of land-based facilities and a diversified fleet of vessels that enable us to
deploy them cost effectively to optimise their utilisation and to meet customers’ requirements. Our
range of comprehensive operational facilities enhances our customers’ operational efficiency when all
or some of these facilities are available at one location. The nature of the marine industry often requires
those who service it to have on call spare capacity in terms of vessels or land-based support facilities
to meet urgent or unforeseen requirements. Urgency often arises from the need to meet the
predetermined vessel sailing time or port facility bookings. We have the capability and flexibility to
deploy our assets on an urgent or unexpected basis without disrupting our normal business operations.
Please see “Competitive Strengths” on pages 84 to 86 of this Prospectus for more details on our
competitive strengths.
19

Prospects, Future Plans and Business Strategy
The marine industry has been one of the bright spots in the recessionary economic climate in
Singapore in the past few years. The prospects for our OPL business are expected to be good for the
next few years so long as the Singapore port continues to be one of the world’s busiest port in terms
of vessel and cargo tonnage. As more vessels pass through Singapore, many of them will choose to
rendezvous at OPL for crew change and to replenish their supplies and they will require our services.
The prospect of the offshore support services industry depend on the price of oil and natural gas that
directly determines the level of activities in the offshore oil and gas industry in this region. Higher oil and
gas prices have the potential of increasing exploration, development and production as the price
justifies the capital expenditure for such activities. The price of oil and natural gas is affected by demand
and supply for such natural resources globally. With the economic recovery of the developed countries
the demand for oil and gas to fuel industry and for domestic consumption will increase. Supply on the
other hand depends on global political and economic environment, advances in exploration and
development technology and government restrictions placed on exploration and production activities.
Arising from an upturn in the regional economies, there is a resurgence in maritime traffic and marine
infrastructure development activities such as expansion of ports and berths, dredging and land
reclamation. This will lead to an increase in the employment of marine logistics support vessels and in
turn lead to an increase in demand for repairs and maintenance of vessels by their owners to keep them
operational.
We believe that with growth resuming in the global economy, trade will increase and therefore this will
improve the prospects of the marine industry generally. The recent strengthening of shipping freight
rates is a good indicator of the health of the shipping industry that our business supports. We are
cautiously optimistic that our prospects in both the marine logistics and ship repair and maintenance
services sectors that we serve, are likely to be good due to our strong competitive position.
To take advantage of the growth opportunities, we plan to:
Expand and upgrade our fleet
We will continue to build new vessels to replace older ones and to increase our existing fleet of support
vessels and tugboats and barges. The specification of our new support vessels will extend our fleet
capability to support a wider range of services required particularly by the offshore oil and gas industry
in this region. We have accepted delivery of three new barges in February and May this year, of which
two new barges are 500 GRT and above. In addition to these three new vessels, two other new vessels
that will be delivered at the end of this year are specialised vessels for the oil and gas industry and are
expected to attract better charter terms due to the wider range of services they can perform.
Penetrate new markets
Our Group is fully committed to tap the potential of the offshore oil & gas industry and the marine
infrastructure developments within the region. We have been operating in Indonesia and Malaysia
through our associated companies. With the delivery of five new vessels in 2004 and eight new vessels
in 2005, we believe that we are well-positioned to expand further into the marine logistics industry. This
would similarly apply to our repair and maintenance business as it extends its operations to new
centres that have a pool of skilled or easily trainable but lower cost workers to man its yards. We will
be exploring opportunities in the region where there is a demand for quality marine repair and
maintenance facilities.
Expand our ship building capability
We will continue to upgrade our skills and the capability of our ship repair and maintenance yards to
build new smaller to mid-sized capacity support vessels. It is an extension of the yard labour and project
management ability. We have an advantage in that we have an ongoing need for new vessels and it is
only the opportunity cost of utilising our own facilities as compared to the more cost competitive ship
builders in the neighbouring countries that cause us to presently build our new vessels at third party
yards.
20

Form strategic alliances
Our business philosophy is to look for strategic partners to form alliances when diversifying into new
businesses or venturing into new markets. We will continue to look for strategic partners to provide local
and industry knowledge and management expertise that are critical to the success of new businesses.
We will form alliances with these strategic partners whenever opportunities arise to enable our Group
to grow and achieve a stronger presence in the region.
Please see “Prospects” and “Future Plans and Business Strategy” on pages 86 and 87 of this
Prospectus respectively or more details on our prospects, future plans and business strategy.
21

THE INVITATION
Issue Size 45,000,000 Invitation Shares, comprising 22,500,000 New
Shares and 22,500,000 Vendor Shares. The Vendor Shares rank,
and the New Shares will, upon registration in the name of CDP or
its nominee, rank pari passu in all respects with the existing
issued Shares.
Issue Price
Purpose of the Invitation
Use of Proceeds
The Offer
$0.28 for each Invitation Share, payable in full on application.
The purpose of the Invitation is to secure admission of our
Company to the Official List of the SGX-SESDAQ. Our Directors
consider that the listing of the Company and the quotation of the
Shares on SGX-SESDAQ will enhance the Group’s public image
and enable it to tap the capital markets. It will also provide
members of the public, the management, staff and business
associates of the Group an opportunity to participate in the equity
of the Company.
The estimated net cash proceeds of approximately $5.0 million
will be used as follows:
(a) approximately $4.5 million to partially finance the
acquisition of 3 new vessels; and
(b) the balance of approximately $0.5 million will be utilised for
additional working capital purposes.
Please see the section on “Use of Proceeds” at page 38 of this
Prospectus for further details.
The Offer comprises an invitation by the Company and the
Vendor to the public in Singapore to purchase the 2,300,000
Offer Shares at the Issue Price, subject to and on the terms and
conditions of this Prospectus.
In the event of an under-subscription for the Offer Shares, that
number of Offer Shares not subscribed for shall be used to satisfy
excess applications for the Placement Shares to the extent that
there is an over-subscription for the Placement Shares as at the
close of the Application List.
The Placement
The Placement comprises a placement of 42,700,000 Placement
Shares , at the Issue Price, subject to and on the terms and
conditions of this Prospectus. In the event of an undersubscription
for the Placement Shares, that number of Placement
Shares not subscribed for shall be used to satisfy excess
applications for the Offer Shares to the extent that there is an
over-subscription for the Offer Shares as at the close of the
Application List.
300,000 Placement Shares at the Issue Price of $0.28 for each
Placement Share will be offered to the Independent Directors.
Listing Status
Our Shares will be quoted on the SGX-SESDAQ, subject to
admission of our Company to the Official List of the SGX-
SESDAQ and permission for dealing in and quotation of our
Shares being granted by the SGX-ST.
22

PLAN OF DISTRIBUTION
The Issue Price is determined by us and the Vendor, in consultation with the Manager, based on market
conditions and estimated market demand for our Shares. The Issue Price is the same for all Invitation
Shares and is payable in full on application.
Offer Shares
The Offer Shares are made available to members of the public in Singapore for subscription and/or
purchase at the Issue Price. The terms and conditions and procedures for application and acceptance
are described in Appendix E of this Prospectus.
Pursuant to the terms and conditions contained in the Management and Underwriting Agreement
signed between our Company, the Vendor and the Manager and the Underwriter dated 3 November
2004, Phillip Securities Pte Ltd has agreed to underwrite our Offer Shares.
In the event of an under-subscription for the Offer Shares as at the close of the Application List, that
number of Offer Shares not subscribed for and/or purchased shall be made available to satisfy excess
applications for the Placement Shares to the extent there is an over-subscription for the Placement
Shares as at the close of the Application List.
In the event of an over-subscription for the Offer Shares as at the close of the Application List and/or
the Placement Shares are fully subscribed or over-subscribed as at the close of the Application List, the
successful applications for the Offer Shares will be determined by ballot or otherwise as determined by
our Directors and the Vendor and approved by the SGX-ST.
Placement Shares
Application for the Placement Shares may only be made by way of application form. The terms and
conditions and procedures for application and acceptance are described in Appendix E of this
Prospectus.
Pursuant to the terms and conditions in the Placement Agreement signed between our Company, the
Vendor and the Placement Agent dated 3 November 2004, the Placement Agent has agreed to
subscribe for and/or procure subscribers for the Placement Shares at the Issue Price.
In the event of an under-subscription for the Placement Shares as at the close of the Application List,
that number of Placement Shares not subscribed for and/or purchased shall be made available to
satisfy excess applications for the Offer Shares to the extent that there is an over-subscription for the
Offer Shares as at the close of the Application List.
To recognise contributions to our Group, we will offer 300,000 Placement Shares at the Issue Price for
subscription and/or purchase by our Independent Directors. These Placement Shares are not subject
to any moratorium and may be disposed of after the admission of our Company to the Official List of
the SGX-SESDAQ.
Save for the Placement Shares to be offered to our Independent Directors, none of our Shareholders
or Directors intends to subscribe for Shares in the Invitation.
None of the members of our Company’s management or employees intend to subscribe for Shares in
the Invitation amounting to more than 5% of the Invitation Shares. To the best of their knowledge, our
Directors are not aware of any person who intends to subscribe for and purchase more than 5% of the
Invitation Shares. However, in the process of assessing market demand for our Shares, there may be
person(s) who may indicate an interest to subscribe for and/or purchase Shares amounting to more
than 5% of the Invitation Shares.
Further, no Shares shall be allotted or allocated on the basis of this Prospectus later than 6 months after
the date of registration of this Prospectus by the Authority.
23

RISK FACTORS
An investment in our Shares involves a degree of risk. Prior to making an investment decision,
prospective subscribers and purchasers of our Shares should carefully read the entire Prospectus.
Subscribers and purchasers should consider, among other things, certain considerations including but
not limited to those set out below with respect to an investment in our Company.
If any of the following considerations and uncertainties develop into actual events, it will have a material
adverse impact on our business, financial conditions or results of operations. In such cases, the trading
price of our shares could decline due to any of these considerations, and you may lose all or part of your
investment.
RISKS RELATING TO OUR INDUSTRIES
We are dependent on the shipping industry which is subject to business fluctuations and
cyclical changes
Our customers to whom we provide marine logistics are in the shipping industry, which has traditionally
been affected by changes in freight and charter rates, capacity utilisation, demand and supply of
vessels and shipping routes. These factors would contribute to volatility in our Group’s financial
performance, as these factors would affect our customers’ continued demand for our marine logistics
services.
The freight and charter rates, capacity utilisation, demand and supply of vessels and shipping routes
would, in turn, be affected by conditions such as trade, changes in seaborne and other transportation
patterns, environmental conditions, port locations, port congestion, availability of transshipment links,
and political situations in the various countries. In the event that there are any developments which
negatively impact any of these conditions such that the markets in which we operate experience
reduced number of voyages from the vessels belonging to our customers, the demand for our Group’s
marine logistics services would decline and this would adversely affect our Group’s financial
performance. In addition, a general economic slowdown may affect business conditions and
international trade in general. This may result in a reduction in shipping activities and hence a decrease
in demand for our marine logistics services.
We are dependent on the offshore oil and gas industry
As we also have customers in the offshore oil and gas industry, our operations are dependent on the
level of activities engaged by our customers in the exploration, development and production of oil and
natural gas. Such activities are affected by factors such as fluctuations in oil and natural gas prices, the
numbers and locations of oil and natural gas fields, the prices of alternative fuels or energy supply, and
changes in capital expenditure by customers in the offshore oil and gas industry. Our customers are
also affected by the laws, regulations, policies and directives relating to energy, investment, taxation
and such other laws and regulations promulgated by the governments from which they will need to
obtain licences to engage in the exploration, development and production of oil and natural gas.
Where our customers reduce their activities for offshore drilling, exploration, development and
production, such decline in the level of activities in the offshore oil and gas industry will result in a
decrease in demand for our offshore support vessels. In the event of a reduction in the level of activities
in the exploration, development and production of oil and natural gas as a result of any change in
capital expenditure by the offshore oil and gas industry, the results of our operations and financial
position will be adversely affected.
We operate in a business which relies on continued demand for our ship repair services
Our ship repair operations are affected by general economic conditions in the regional marine logistics
markets. Any adverse change will have a negative impact on our operations. In weak economic
conditions, shipowners may defer the repair and maintenance of existing vessels. This will have an
impact on our ship repair business and our financial performance will be adversely affected.
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In addition, we face intense competition from competitors locally and in the region. If there is an excess
supply of ship repair capacities, this would depress the rates and prices that we can charge to provide
competitive ship repair services for our customers, and accordingly, our business and financial position
will be adversely affected.
We will be affected if Singapore loses its status as an international maritime centre or if changes
in shipping routes bypass Singapore
By virtue of its strategic location at the crossroads of the international sea lanes, Singapore has
developed into an important international maritime centre. It is one of the world’s busiest ports, a top
bunkering centre and an important transshipment hub to the various regional countries of South East
Asia. Our marine logistics services business relies on ships passing Singapore. Should Singapore lose
its status as a maritime centre, whether because of regional competition, establishment of new shipping
routes (for example the possible construction and opening of the Kra Canal in southern Thailand),
security threats, political instability or other reasons, our marine logistics services business would be
adversely affected.
We operate in business environment which may be affected by political risks
Some of the countries in which we operate have been affected by political upheavals, internal strife, civil
commotions and terrorist attacks. These situations may recur and any recurrence of these political and
social conditions in countries where we currently or may in the future operate, will affect our ability to
provide our services to our customers. Our vessels may also be subject to seizure and arrest as a result
of the political and social conditions, or arising from government actions against us or our customers.
Mandatory government actions or restrictions on vessels calling on the ports of countries in which we
or our customers operate, foreign exchange controls, investment restrictions, national procurement
policies which favour indigenous companies, or such other government actions, will affect our ability to
provide our services to our customers and may also affect the ability of our customers to meet their
payment obligations to us. Insurance premiums for our operations and vessels will increase in the face
of increased political risks in the countries where we or our customers operate. If such risks develop
into actual events, our operations and profitability will be adversely affected.
We are affected by the occurrences of accidents, mishaps and natural disasters affecting our
vessels
Our vessels face the risk of collisions, as we operate in busy sea lanes and oilfields around the region.
We may suffer substantial damage to our vessels arising from the collisions. Our crew may be found
to be responsible for or have negligently contributed to the collisions and we may be liable to
compensate for the damages and losses suffered by other parties. We may also face additional claims
and liabilities arising from oil spills, cargo losses, containment, clean-up and salvage costs, and other
damages that may arise as a result. We may also be liable for substantial fines and penalties imposed
by the authorities of the jurisdictions in which we operate. Any of such events will disrupt our business
and lead to a reduction in revenue and profits and to increased costs of operations.
In addition, our vessels operate under harsh weather and environmental conditions. Adverse changes
in weather and environmental conditions, such as the occurrence of typhoons and earthquakes may
cause damages to our vessels.
In the event that our insurance coverage is insufficient to compensate for the losses suffered as a result
of damages to our vessels resulting in the loss of the use of the vessels, or compensation to third
parties, we may incur substantial losses or be required to make material compensation payments.
Consequently, our business results and financial position would be adversely affected.
We are exposed to potential liability arising from damage to property and injury or death to
personnel
Due to the nature of our operations, our employees or third parties may be involved in accidents on our
or third parties’ premises or vessels. These accidents may occur as a result of fire, explosions or other
incidents which may result in injury or death, or damage to property or vessels.
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We may be liable, whether contractually or under the law, for any or all of such loss or damage or injury
or loss of life. In the event that our insurance policies do not adequately cover our liabilities arising from
an accident, we would be liable for the claims which are in excess of our insurance coverage and this
will adversely affect our financial performance and position.
In addition, we and our charterers, their contractors or sub-contractors have under certain contracts
waived our mutual right of claim or recovery against each other in respect of any loss of or damage to
our vessels, property or equipment, economic loss suffered by us, injuries to or death of any persons
arising out of any act, omission or default on the part of our charterers, their contractors or
sub-contractors. In the event that this occurs and we are unable to claim against our insurers in respect
of any of the aforesaid loss or damages, our financial performance and position will be adversely
affected.
Our vessels are exposed to security threats and piracy
Our vessels operate in regions in which ships may encounter incidences of security threats such as
piracy, terrorist attacks, wars/insurgency and internal strife. If such events affect any of our vessels
such that our vessels are captured, destroyed or damaged, our operations will be affected and this may
adversely impact our financial results.
We are affected by the regulations governing our operations
We are subject to the laws and regulations governing the shipping industry in Singapore, the
flag-states, the ports and territorial waters in which our vessels operate. Please see pages 77 to 80 of
this Prospectus under “Government Regulations” on the regulations which affect our operations in
Singapore.
Our ability, and the ability of our associated companies, to operate our respective vessels may be
impaired in the event that we are unable to comply with the existing regulations or any changes in such
regulations, or any new regulations introduced by local or international bodies. In addition, any change
in or introduction of new regulations which require our compliance may increase our costs of
operations. At present, apart from our associated companies’ operations in Indonesia and Malaysia, we
are not regulated specifically in the countries where our vessels operate. However, regulatory
requirements may change and we may be required in the future to apply for licences or operate under
new regulations that may impose onerous conditions on our conduct of our operations. If we fail to
obtain the relevant licences or to comply with any regulations which may be required under any new
legislation, we may be compelled to cease part of our operations. These may have an adverse impact
on our operating results.
There may be shareholding restrictions in certain countries where we have subsidiaries and associated
companies. In the event there is a change in investment restrictions, our financial results may be
adversely affected as we may be required to divest part or all of our shareholdings in these companies.
The industries we operate in are highly competitive
Both the marine logistics services and ship repair industries are highly competitive. We expect to face
increased competition from existing competitors and any new entrants into the market in the future. We
cannot assure you that we will be able to continue competing successfully with our competitors. As
many of our competitors are larger players in the industry, they may have greater resources to keep
abreast of technological changes, bigger fleets, longer operating histories and greater financial,
technical, marketing and other resources, as well as wider access to capital. They may therefore be
able to compete more successfully over a longer period of time. Should our existing or new competitors
offer services at a lower cost or engage in aggressive pricing in order to increase market share, our
turnover may decline if we are not able to match their lower costs or aggressive pricing. This will have
an adverse effect on our business, financial performance and financial condition. We may have to
provide more competitive pricing in order to retain our existing customers and attract new customers.
A reduction in our pricing without any corresponding cost reduction will adversely affect our profitability.
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We operate in industries which require us to upgrade our fleet of offshore support vessels and
our ship repair capabilities to stay competitive
Our offshore support vessels are used by oil and gas companies to support the exploration,
development and production of oil and natural gas. Some of our customers’ activities in the offshore oil
and gas fields may be located in deep and rough seas, and may operate in inclement weathers. This
may entail the use of offshore vessels with larger capacities and equipped with greater capabilities. In
the event that our fleet of offshore support vessels are unable to meet their requirements, we may not
be able to compete effectively against our competitors.
To maintain our competitive edge, we may need to upgrade our ship repair equipment to match those
offered by our competitors. We have to stay abreast of advances in vessel construction and
maintenance techniques, so that we can compete effectively at least in maintaining our market share
in our existing niche markets of repairing small to medium size vessels. Our failure to stay abreast of
our competitors may adversely affect our business and growth which would lead to adverse impact on
our financial performance.
We are affected by the supply of vessels in the industry
The supply of vessels in the industry is affected by the independent assessment of demand for and
supply of vessels by vessel owners. Any over-estimation of demand for vessels by marine logistics
operators may result in an excess supply of new vessels. This may result in lower charter rates and
depress the values of our vessels. In such an event, our financial performance will be adversely
affected.
RISKS RELATING TO OUR BUSINESS AND OPERATIONS
Reduction in business from our major customers will adversely affect our financial results
Our major customers accounted for approximately 15.4%, 29.7% and 41.9% of our sales for the
FY2001, FY2002 and FY2003 respectively. There is no assurance that we will continue to retain these
customers and that they will maintain or increase their current level of business with our Group. If we
lose any of our major customers, our business, financial condition and results of operations will be
adversely affected. Please see “Major Customers” on page 83 of this Prospectus for more details of our
major customers.
Our business depends on adequate insurance coverage and is susceptible to increase in
insurance premium
Recent years have witnessed a substantial increase in insurance premiums charged by our insurers.
Our insurance expenses accounted for approximately 0.4%, 0.6% and 0.9% of our total operational
expenses for the last three financial years ended 31 December 2001, 31 December 2002 and 31
December 2003 respectively, representing an average increase of 50% in these three years, due
mainly to heightened security threats in the countries and regions where we and our customers
operate.
Any deterioration of the security conditions in the countries or regions where we and our customers
operate may lead to further increases in the insurance premiums charged by our insurers, or withdrawal
by our insurers in providing the insurance coverage. Where we are unable to secure adequate
insurance coverage for our vessels, we cannot operate our vessels and consequently our business will
be disrupted and our revenue and profits may be adversely affected.
Our business is sensitive to rise and fall in fuel costs
Recent years have witnessed sharp rises in the fuel costs for our vessels. For the last three financial
years ended 31 December 2001, 31 December 2002 and 31 December 2003, expenses incurred by us
for the purchase of fuel comprise 19.0%, 14.7%, 11.7% respectively of the cost of sales of the marine
logistics business. There is no assurance that we will be able to fully pass on any increase in the fuel
costs to our customers except for our vessels on time-charter. Thus, we may have to absorb any such
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increase in fuel costs to maintain our competitiveness. In such a case, our operational expenses will
increase and our profitability will be adversely affected.
Our vessels may be subject to arrest arising from events affecting our customers
Our vessels are chartered by our customers who may be operating in other countries and are governed
by the applicable laws of these jurisdictions. Our customers may encounter events such as disputes
with the relevant authorities in these countries or any other event in respect of which the assets of our
customers may be subject to seizure and arrest in these countries. As our customers are in possession
of and in control over our vessels which have been chartered to them, any action taken against our
customers may expose our vessels to arrest or other impounding actions. Unless we take timely actions
to intervene in these proceedings, any loss of use of our vessels will have an adverse impact on our
financial position.
We may not enjoy continued occupation and use of our present premises at 9 Pandan Road
Swissco Offshore currently occupies and uses 9 Pandan Road under a sub-tenancy agreement
(“Sub-tenancy Agreement”) with Swissco Structural Mechanical. Please see page 114 on “Interested
Person Transactions”. The term of the sub-tenancy is three years, commencing on 1 May 2004.
Swissco Offshore has an option to renew the sub-tenancy for an additional three years on the expiry
of the initial three-year term subject to the satisfaction of the terms and conditions as stipulated under
the Sub-tenancy Agreement. The sub-tenancy is based on normal commercial terms and on an arm’s
length basis between the two parties. The sub-tenancy as well as the renewal of the sub-tenancy is
subject to approval by JTC. There is no assurance that Swissco Structural Mechanical would continue
to sublet to Swissco Offshore the said property at the end of the initial or renewed term of the
sub-tenancy or that JTC would grant its approval for any renewal of the subletting term.
In addition, during the term of the sub-tenancy, JTC may withdraw its agreement to the subletting by
giving 3 months’ notice in writing to Swissco Offshore. In the event that JTC withdraws its agreement
before the expiry of the term of the sub-tenancy, the sub-tenancy would be terminated without JTC
being liable for any inconvenience, loss, damages, compensation, costs or expenses whatsoever.
In the event of a premature termination of the sub-tenancy or non-renewal of the sub-tenancy for further
periods, we may be unable to timely find a suitable replacement industrial site and waterfront to conduct
our businesses. We would also have to incur additional expenses on removal and reinstatement of the
premises. This disruption in the continued occupation and use of our present premises and incursion
of additional expenses would adversely affect our business and financial position.
We are dependant on third parties for the supply of material and equipment
In undertaking ship repair projects, we procure materials and equipment for our customers from third
party suppliers. Depending on the specifications of our customers, we are at times required to acquire
specialised materials and equipment. At times, such specialised materials and equipment may only be
sourced from a single or limited number of suppliers. If such suppliers are unable to supply the required
materials and equipment on time and we are unable to source from alternate suppliers, it will cause
delays in our operations and delivery to our customers. This may adversely affect our financial
performance.
We also bear the risk of price increases associated with factors such as potential shortages in the
availability of materials and equipment and increases in operational costs of such materials and
equipment. Should we not be able to pass on any significant price increases to our customers or source
for alternate supplies, our profit margins will be adversely affected.
Our operations will be adversely affected if there is any significant downtime of vessels or
equipment
Any prolonged and significant downtime of our vessels or equipment may cause major disruptions to
our operations. This may be so when we operate at or close to maximum capacity and such vessels
or equipment have to be sent for extensive servicing or repair instead of being utilised for operations.
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In the event we are affected by such prolonged and significant downtime of our vessels or equipment,
our operations and financial performance will be adversely affected.
Further, any major disruption to our operations due to uncontrollable external factors such as fire or
other calamity will adversely affect our financial performance. Please see “Insurance” on page 77 of this
Prospectus.
We may be liable for losses or damages to customers’ property stored in our premises
As part of our service to our customers, we provide warehousing facilities to store the materials,
equipment and provisions for our customers. We are responsible for the safety of these materials,
equipment and provisions. In the event that there are any losses of or damages caused to these
materials, equipment and provisions, we may be liable for these losses or damages. In such event, if
the losses or damages are material and our insurance does not or is inadequate to cover such losses
or damages, we may have to compensate our customers for any such losses or damages.
Consequently our financial position may be adversely affected.
We are dependent on skilled foreign workers
Our business relies on skilled foreign workers who come from our neighbouring countries. Some of
these foreign workers are contracted to work for us on a project basis, and are not on our permanent
payroll. Please see page 80 on “Employees”. In the event that there is a disruption in the supply of
workers from these countries, whether by reason of regulatory changes in these countries, or health
quarantine imposed as a result of disease outbreaks, we may have to seek for alternate sources of
skilled labour, which may result in higher costs sustained by us. In the event that we are not successful
in obtaining alternate supply of labour, our business will be disrupted and our financial performance
may be adversely affected.
We face the risk of increases in labour costs
Labour costs account for a significant portion of our total operational costs. In FY2003, it accounted for
approximately 10.4% of our Group’s total costs.
Any increase in our labour costs will reduce our profit margin and our financial performance will be
adversely affected.
We may face claims for defect in respect of ship repair work
We may face claims by our customers for any defective repairs and poor workmanship, nonconformance
to work specifications or in respect of vessels that are repaired by our Group. In the event
that our customers are successful in their claims against us and we are required to compensate them,
our Group’s financial performance will be adversely affected.
We face the risk of failure to deliver or perform by our suppliers and contractors
In our business, we may depend on suppliers and contractors for timely delivery of materials,
equipment and services. In our ship repair business, we may outsource jobs such as fabrication works,
blasting, painting, electrical and piping works to contractors. In our marine logistics business, we also
outsource jobs such as equipment servicing to contractors. Therefore, we may face the risk of our
suppliers or contractors not being able to deliver on time and/or non-delivery of materials, equipment
and services. In the event we are unable to find an alternative supplier or contractor, this may affect our
obligations to our customers. In addition, should our contractors default on their contractual obligations
and work specifications, we may not be able to perform our services to our customers in accordance
with quality and/or timing specifications. In such circumstances, our financial performance may be
adversely affected.
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We may be exposed to liabilities for accidents occurring to workers hired by our contractors
Our contractors are required to provide insurance coverage for all their workers deployed in our yards
and vessels. However, should a contractor(s) fail and/or neglect to provide such insurance adequately
or at all, we may be liable for any claims arising from accidents occurring to these workers.
Consequently, our financial performance will be adversely affected.
We need to successfully manage our expansion
Our future operating results will depend on our management’s ability to manage our growth, including
recruiting and retaining qualified employees, controlling costs and expanding our fleet of vessels and
facilities, and their capacity utilisation.
We operate in a capital-intensive industry and the further expansion of our business requires significant
additional capital. As part of our future plans, we intend to increase and renew our fleet of vessels and
expand our facilities. Please see pages 86 and 87 on “Prospects” and “Future Plans and Business
Strategy” respectively. Our growth plans are limited by our ability to secure financing which, in turn, may
affect our ability to compete effectively in the industry.
There is no assurance that the increased fleet of vessels and facilities will lead to increase in our profits.
In addition, we expect to incur depreciation expense and other expenses in connection with the
acquisition of new vessels or facilities to expand our capacity. Our expansion will also result in an
increase in the fixed costs of our operations. Our ability to maintain or increase our profitability will
continue to depend, in part, on our ability to generate increasing revenues and to maintain or increase
the utilisation rates of our vessels and facilities. The usage of our expanded fleet of vessels and
facilities, if not effectively managed, may result in the inefficient use of the vessels and facilities and this
may adversely affect our financial performance.
Our future growth may be limited by our vessel capacity
Our growth may be constrained by the capacity of our vessels in terms of engine horsepower, type of
equipment on board the vessels and its ability to perform certain tasks and the physical dimensions of
barges. In the event that our vessel capacity is not able to meet the requirements of our existing and
potential customers, some of them may charter vessels from our competitors with a fleet of vessels
having a wider range of capacities, and this may cause us to lose some customers. If this happens, it
will have an adverse effect on our future growth.
We depend on our key personnel for our business and its continued growth and success
Our continued success is dependent on our ability to retain the services of our key management and
operational personnel. The loss of their services without adequate replacement or our inability to attract
and retain qualified personnel will adversely affect our operations. Any loss of our key executives,
namely Mr Yeo Chong Lin and Mr Alex Yeo Kian Teong and Mr EKLimwilladversely affect our
profitability and growth as they are instrumental in formulating our corporate strategies, managing the
business including marketing and overseeing the daily operations. We have not purchased any keyman
insurance on our key executives.
Our growth plans also require us to hire new and experienced personnel to sustain our growth. In the
event that we are unable to hire and/or retain the services of suitable personnel, our ability to grow will
be limited.
Our business is dependent on our ability to meet appraisal and certification standards issued
by independent certification authorities
We currently are not required to comply with the ISM regulation as all our vessels are below the current
ISM regulation. However, as part of our future plans (please see pages 86 and 87 on “Prospects” and
“Future Plans and Business Strategy”), we intend to build or acquire vessels with higher capacities,
which would require us to meet appraisal and certification standards in accordance with the standards
set by ISM.
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Under the terms of these certification, the relevant authorities have the right to conduct inspections of
our vessels to ensure that we continue to comply with the standards commensurate with the
certifications. Any failure to comply with the standards or any changes in the standards implemented
by the authorities from time to time, may cause our certifications to be withdrawn. In this event, we will
no longer be able to provide vessels which bear the requisite certifications by the relevant authorities
to meet the requirements of our customers, resulting in an adverse impact on our business and financial
performance.
We are exposed to the credit risks of our customers
For marine logistic services, we usually extend to our customers a credit term of 30-90 days. The
charter rates under our current charter contracts with our customers in the oil and gas industry are
payable on credit terms of between 30 and 45 days. Our average debtors aging for the past three
financial years ended 31 December 2001, 31 December 2002 and 31 December 2003 were 151 days,
201 days and 113 days respectively. In the event our customers face cash flow problems, it may impair
their ability to settle promptly trade debts due to us. This will have an adverse impact on our financial
performance and financial position. Please see “Credit Policy” on page 68 of this Prospectus.
We may be affected by foreign exchange fluctuations
A significant portion of our sales is derived from charter income denominated in US dollars. For
FY2003, 29.0% of our turnover was denominated in US dollars, 5.5% in RM and 65.5% in Singapore
dollars. For the same period, 4.0% of our total costs were denominated in US dollars, 93.8% in
Singapore dollars and the remaining 2.2% in other currencies. In the sale and purchase of capital
assets in FY2003, we received US$3.4 million (S$6.0 million equivalent) and paid US$2.2 million
(S$3.8 million equivalent) and Euros 0.5 million (S$0.9 million equivalent).
Our foreign exchange risk arises mainly from the mismatch between the currency of our receipts and
payments. To the extent that our receipts and payments are not matched in the same currency, we may
be susceptible to foreign exchange exposure. For example, any significant depreciation in the foreign
exchange rate of the US$ against the S$ could result in us incurring net foreign exchange losses.
Hence, should there be any significant adverse fluctuations in the exchange rate of the S$ against the
US$, our financial performance will be adversely affected. We currently do not have any formal policy
to hedge our foreign currency exchange exposure although we may enter into foreign currency forward
contracts, where necessary, to hedge our exposure to foreign currency fluctuations. However, there is
no assurance that we will be able to successfully hedge all foreign currency exposures.
As our accounting books and records are recorded in Singapore dollars, any fluctuations in currency
exchange rates will also result in exchange gains or losses arising from transactions carried out in
foreign currencies as well as translations of foreign currency monetary assets and liabilities as at the
balance sheet dates. All resultant exchange differences are dealt with through the profit and loss
account.
Please see “Foreign Exchange Exposure” on page 53 of this Prospectus for more details.
Our charter contracts may be terminated upon the occurrence of certain events
Typical terms for our charter contracts may vary from less than one month to a few years. However,
these charter contracts may be prematurely terminated upon occurrence of certain events. Events of
termination vary for each charter contract and include poor or non-performance by us, events of force
majeure, loss or seizure of the vessel(s), unavailability of the vessel(s) due to any reason whatsoever
for specified periods of time, cessation or abandonment of drilling operations by the charterer or upon
notice of termination being given by the charterer for any reason whatsoever. Further, the charter rates
payable under the charter contracts may be reduced or suspended due to various reasons that vary
with each charter contract. Such reasons include poor or non-performance by us, the lay-up of the
vessel(s) at the charterer’s option, request for suspension by the charterer, loss or seizure of the
vessel(s), events of force majeure or any other reasons which render the vessel(s) unavailable for
deployment for specified periods of time. If any of such events occur, our turnover will be reduced and
our profitability will be adversely affected.
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In addition, if for any reason we are not able to re-deploy our offshore support vessels for a period of
time upon expiry or early termination of the existing charter contracts, or negotiations over the terms
of the charter contracts are protracted, or the charter contracts are renewed at less favourable terms,
or if we are unable to secure any charter contracts for our new vessels, our turnover and profits would
be materially and adversely affected.
We may be affected by any change in the current taxation regulations
Currently, the shipping income derived by us from the operation of our Singapore-flag vessels in
international waters is exempted from Singapore income tax pursuant to Section 13A of the Income Tax
Act, Chapter 134. This exemption applies to income derived from the chartering of our vessels to our
customers. Any change in the current tax and/or the rules and regulations applicable to the taxation of
shipping income may adversely affect our tax-exempt status and correspondingly our financial results.
We may require additional funding for our future growth
We may require additional funding in the event that we acquire new assets or businesses. An issue of
Shares or other securities to raise funds will dilute shareholders’ equity interests and may, in the case
of a rights issue, require additional investments by shareholders. Further, an issue of Shares below the
then prevailing market price will also affect the value of the Shares then held by an investor. Dilution
may occur in shareholdings terms even if the issue of shares is at a premium to the market price. In
addition, any additional debt funding may increase our level of borrowings and contain restrictive
covenants with respect to dividends, future fund raising exercises and other operational and financial
matters. If we are unable to secure additional funds when required to meet our business requirements,
we may not be able to fully implement our future plans.
Our gains from the sale of assets may not recur in every financial year
Gains arising from the sale of assets (primarily vessels) for FY2003 constitute 13.7% of our total
revenue and 48.5% of operating profit. However, these gains may not recur in every financial year as
trading in vessels is not our principal business and there may not be opportunities to do so. We have
a policy of fleet renewal to maintain a modern fleet to meet the needs of our customers. We may even
incur losses in the sale of our vessels if we have to sell off our vessels in a depressed market.
Consequently, our profits may be subject to wide variations where gains and losses of our vessels are
recognised, and there is a risk that in any financial year our financial performance may be adversely
affected due to losses arising from the sale of our vessels.
We may be adversely affected by the possible recurrence of the outbreak of severe acute
respiratory syndrome (“SARS”) and any outbreak of new infectious diseases
We, as well as our customers and suppliers, operate in countries which were affected adversely by
SARS. In the event of an outbreak of SARS or any new infectious diseases in any of the premises of
any of our Group companies, our management and employees may be quarantined and we may be
required by the relevant health authorities to suspend our operations, until further notification. Similarly,
a disruption in the business and operations of our customers and suppliers through quarantines
imposed on their management and employees and suspension of their operations may have an
adverse impact on our business and financial performance.
We are subject to the Foreign Investment Committee (“FIC”) guidelines in Malaysia
The Guidelines for the Regulation of Acquisition of Assets, Mergers and Takeovers (“FIC Guidelines”)
regulate and prescribe guidelines for inter alia, the acquisition of assets or interests, mergers and
takeovers of companies and businesses in Malaysia by any means which will result in ownership and
control passing to foreign interests or the acquisition of 15% or more of the voting power by any one
foreign interest or associated group, or foreign interests in the aggregate of 30% or more of the voting
power of a Malaysian company and business. The FIC Guidelines reflect Malaysia’s national economic
policy.
The FIC Guidelines are administrative in nature and they do not have the force of law. The FIC
Guidelines are enforced by way of administrative actions. Some government departments require a
32

foreign company to have obtained FIC’s approval for its applications to these government departments,
for example applications for employment passes for its foreign employees and issuing of relevant
licences and permits, and tendering for government or government-linked projects or contracts. We
have not sought the approval of the FIC in respect of our shareholdings in our associated companies
in Malaysia, Swisko Marine Malaysia and Asia Pacific Marine.
Notwithstanding that the FIC Guidelines presently do not have the force of law, any future changes in
law may render the shareholdings in Swisko Marine Malaysia and Asia Pacific Marine illegal, and we
may be subject to fines or other punitive actions imposed by the governmental authorities. We and our
Malaysian associated companies Swisko Marine Malaysia and Asia Pacific Marine may be adversely
affected by such events, thereby impairing our financial position and operations in Malaysia.
We are subject to general risks associated with doing businesses outside Singapore
There are risks inherent in doing business overseas. These include unexpected changes in regulatory
requirements, difficulties in staffing and managing foreign operations, social and political instability,
fluctuations in currency exchange rates, potentially adverse tax consequences, legal uncertainties
regarding our liability and enforcement, changes in local laws and controls on the repatriation of capital
or profits. Any of these risks can adversely materially affect our overseas operations and consequently,
our financial performance.
RISKS RELATING TO OWNERSHIP OF OUR SHARES
Our Shares have never been publicly traded
Prior to the Invitation, there has not been a public market for our Shares. We cannot predict the extent
to which a trading market will develop or how liquid the market might become. The initial public offering
price of our Shares will be determined by negotiations between the Underwriter, our Company and the
Vendor. This may not be indicative of prices that will prevail in the trading market. The Issue Price is
determined by us, in consultation with the Manager, based on market conditions and estimated market
demand for our Shares determined through a book-building process. The Issue Price is the same for
all Invitation Shares and is payable in full on application.
Our Share price may be volatile which could result in substantial losses for investors
purchasing Shares in the Invitation
The market price of our Shares may fluctuate significantly and rapidly as a result of the following
factors, among others, some of which are beyond our control:
• variations of our operating results;
• changes in securities analysts’ estimates of our financial performance;
• announcement by us of significant acquisitions, strategic alliances or joint ventures;
• additions or departure of key personnel;
• fluctuations in stock market prices and volume;
• involvement in litigation;
• general economic and stock market conditions; and
• foreign exchange fluctuations and translations.
Substantial future sale of Shares could adversely affect the market price of our Shares
Immediately following the Invitation, our Company will have 146,692,925 issued and paid-up Shares.
Such Shares, except for those under moratorium, may be sold in the public market in Singapore. Any
future sale or availability of our Shares in the public market can have a downward pressure on our
Share price. The sale of a significant amount of Shares in the public market after the Invitation, or the
perception that such sale may occur, could materially and adversely affect the market price of our
Shares.
33

Except as otherwise described under “Moratorium” on pages 107 to 108 of this Prospectus, there will
be no restriction on the ability of our substantial shareholders to sell their Shares either in the public
market or otherwise. If our substantial shareholders sell substantial amounts of our Shares in the public
market following the expiry of the moratorium, the market price of our Shares could fall.
Our controlling shareholder will retain majority control over our Group after the Invitation,
which will allow it to influence the outcome of matters submitted to Shareholders for approval
Upon the completion of the Invitation, our controlling shareholder, Yeo Holdings will beneficially own
approximately 66.9% of our enlarged share capital after the Invitation. As a result, Yeo Holdings will be
able to exercise significant influence over all matters requiring approval by our Shareholders, including
the election of Directors and the approval of significant corporate transactions except where it is
required by the Rules of the SGX-ST’s Listing Manual to abstain from voting. This concentration of
ownership will place Yeo Holdings in a position to affect significantly our corporate actions in a manner
that could conflict with the interest of public Shareholders.
Investors in our Shares are buying our Shares at a price higher than the NTA per Share
Our Issue Price of $0.28 is substantially higher than our Group’s proforma NTA per Share as of 31
December 2003 of 11.42 cents (adjusted for the net proceeds from the Invitation) based on the
post-Invitation issued share capital. If we were liquidated for NTA immediately following the Invitation,
each shareholder subscribing to the Invitation would receive less than the price they paid for their
shares.
In addition, we intend to grant share options to our employees to acquire our Shares under the Swissco
Share Option Scheme. To the extent that such outstanding Options are exercised, there will be dilution
to our Shareholders. Please see “Dilution” on page 55 of this Prospectus for more details.
34

ISSUE STATISTICS
Issue Price for each Invitation Share $0.28
NTA
NTA per Share based on the proforma balance sheet of our Group as at 31
December 2003:
(a)
(b)
before adjusting for the estimated net proceeds from the issue of the New
Shares and based on our Company’s pre-Invitation share capital of
124,192,925 Shares
after adjusting for the estimated net proceeds from the issue of the New
Shares and based on our Company’s post-Invitation share capital of
146,692,925 Shares
9.47 cents
11.42 cents
Premium of Issue Price of $0.28 over the NTA per Share based on the proforma
balance sheet of our Group as at 31 December 2003:
(a)
(b)
before adjusting for the estimated net proceeds from the issue of the New
Shares and based on our Company’s pre-Invitation share capital of
124,192,925 Shares
after adjusting for the estimated net proceeds from the issue of the New
Shares and based on our Company’s post-Invitation share capital of
146,692,925 Shares
195.54%
145.20%
Earnings
Historical net earnings per Share based on the proforma income statements of our
Group for FY2003 and our Company’s pre-Invitation share capital of 124,192,925
Shares
Historical net earnings per Share based on the proforma income statements of our
Group for FY2003 and our Company’s pre-Invitation share capital of 124,192,925
Shares, assuming that the Service Agreements (as set out on pages 95 to 97 of this
Prospectus) had been in place from the beginning of FY2003
3.29 cents
3.00 cents
Price Earnings Ratio
Historical price earnings ratio based on the Issue Price of $0.28 and the historical
net earnings per Share for FY2003
Historical price earnings ratio based on the Issue Price of $0.28 and the historical
net earnings per Share for FY2003, assuming that the Service Agreements (as set
out on pages 95 to 97 of this Prospectus) had been in place from the beginning of
FY2003
8.50 times
9.32 times
Net Operating Cash Flow
Historical net operating cash flow per Share for FY2003, based on our Company’s
pre-Invitation share capital of 124,192,925 Shares
Historical net operating cash flow per Share for FY2003, based on our Company’s
pre-Invitation share capital of 124,192,925 Shares, assuming that the Service
Agreements (as set out on pages 95 to 97 of this Prospectus) had been in place
from the beginning of FY2003)
4.00 cents
3.71 cents
35

Ratio of Issue Price to Historical Net Operating Cash Flow
Issue price to net operating cash flow based on the historical net operating cash
flow per Share for FY2003 and our Company’s pre-Invitation share capital of
124,192,925 Shares
Issue price to net operating cash flow based on the historical net operating cash
flow per Share for FY2003 and our Company’s pre-Invitation share capital of
124,192,925 Shares, assuming the Service Agreements (as set out on pages 95 to
97 of this Prospectus) had been in place in FY2003
7.00 times
7.55 times
Market Capitalisation
Our market capitalisation based on the post-Invitation share capital of 146,692,925
Shares and the Issue Price of $0.28
$41.07
million
36

DIVIDENDS
Our Company has not distributed any cash dividends on our Shares since our incorporation on 29
January 2004. Currently, we do not have a fixed dividend policy. The actual dividend that our Directors
may recommend or declare in respect of any particular financial year or period will be subject to the
factors outlined below as well as any other factors deemed relevant by our Directors.
In considering the form, frequency and amount of future dividends, if any, our Directors will take into
account various factors, including but not limited to:
• the level of our cash and retained earnings;
• our expected financial performance; and
• the projected levels of capital expenditure and other investment plans.
We may declare annual dividends with the approval of our Shareholders in a general meeting, but the
amount of such dividends shall not exceed the amount recommended by our Directors. Our Directors
may also declare an interim dividend without seeking Shareholders’ approval. We must pay all
dividends out of profits. We will pay cash dividends, if any, in Singapore dollars.
37

USE OF PROCEEDS
The Invitation will result in estimated net cash proceeds (after deducting the estimated issue expenses)
of approximately $5.0 million to the Company, through the issue of New Shares.
The estimated net cash proceeds of approximately $5.0 million will be used as follows:
(a) approximately $4.5 million to partially finance the acquisition of 3 new vessels; and
(b) the balance of approximately $0.5 million will be utilised for additional working capital purposes.
Pending the deployment of funds, our net proceeds may be deposited with banks and financial
institutions, or invested in short-term money market instruments, or used as working capital, as our
Directors may in their absolute discretion deem fit.
In the opinion of the Directors, no minimum amount must be raised by the Invitation.
38

SUMMARY OF PROFORMA GROUP FINANCIAL INFORMATION
The following selected financial information should be read in conjunction with the full text of this
Prospectus, including the Proforma Financial Statements for FY2001, FY2002 and FY2003 set out in
Appendix B of this Prospectus.
Proforma Operating Results of the Group (1)
Financial year ended 31 December
$’000 2001 2002 2003
Sales 10,902 11,602 12,129
Cost of sales (6,790) (6,993) (8,039)
Gross profit 4,112 4,609 4,090
Other operating income 21 412 2,138
Administrative expenses (1,709) (2,025) (1,850)
Other operating expenses (932) (24) (340)
Operating profit 1,492 2,972 4,038
Finance costs (498) (373) (266)
Share of results of associated companies 562 269 600
Profit before tax (2) 1,556 2,868 4,372
Income tax credit/(expenses) 131 (193) (281)
Profit after tax (2) 1,687 2,675 4,091
EPS (cents) (2), (3) 1.36 2.15 3.29
Notes:
(1) The financial results of the Proforma Group for the period under review have been prepared on the basis that the Proforma
Group had been in existence throughout the period under review.
(2) Had the Service Agreements been in place in FY2003, the profit before tax, profit after tax and EPS for FY2003 would have
been $3.99 million, $3.73 million and 3.00 cents respectively.
(3) For comparative purposes, the EPS has been computed based on the profit after tax and the pre-Invitation share capital of
124,192,925 Shares.
39

Proforma Financial Position of the Group (1)
$’000
Current assets
As at
31 December
2003
Cash and bank balances 1,025
Trade and other receivables 11,832
Inventories 43
Other current assets 211
Non-current assets
13,111
Property, plant and equipment 11,971
Investment in associated companies 1,319
Other investment 15
13,305
Total assets 26,416
Current liabilities
Trade and other payables 8,309
Current tax liabilities 203
Borrowings 4,165
Non-current liabilities
12,677
Borrowings 1,854
Deferred tax liabilities 119
1,973
Total liabilities 14,650
Net assets 11,766
Shareholders’ equity 11,766
NTA per Share (cents) (2) 9.47
Notes:
(1) The financial position of the Proforma Group has been prepared on the basis that the Proforma Group had been in place
as at 31 December 2003.
(2) The NTA per Share has been calculated based on the pre-Invitation share capital of 124,192,925 Shares.
40

SEGMENTAL BREAKDOWN OF PAST PERFORMANCE
By Activities
A breakdown of our sales and profit before tax by our business activities for the past 3 financial years
ended 31 December 2003 is set out below:
Sales
FY2001 FY2002 FY2003
$’000 % $’000 % $’000 %
Marine Logistics 8,291 76.1 9,072 78.2 8,490 70.0
Ship repair and Maintenance 2,611 23.9 2,530 21.8 2,287 18.9
Trading of marine equipment and shore
supplies (1) — — — — 1,352 11.1
Total 10,902 100.0 11,602 100.0 12,129 100.0
Profit/(Loss) before Tax (2) FY2001 FY2002 FY2003
$’000 % $’000 % $’000 %
Marine Logistics 1,443 92.7 2,694 93.9 4,234 96.8
Ship repair and Maintenance 113 7.3 174 6.1 268 6.1
Trading of marine equipment and
shore supplies (1) — — — — (130) (2.9)
Total 1,556 100.0 2,868 100.0 4,372 100.0
Notes:
(1) The trading of marine equipment and shore supplies business was carried out by RMS, which commenced business in
October 2002. RMS has ceased business activities as of 31 March 2004 and we intend to liquidate RMS once all
outstanding debts owed by creditors to RMS have been settled.
(2) This includes the share of results of associated companies, which have been classified under the marine logistics segment.
By Geographical Region
All of our sales are classified under sales to Singapore as our invoices originate from Singapore and
our assets (except for the assets of our associated companies) are located in Singapore. We generally
do not track which geographical region our customers deploy our vessels to.
41

MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
The following discussion of our results of operations and financial condition should be read in
conjunction with the Proforma Financial Statements and the related notes in Appendix B of this
Prospectus. This discussion contains forward-looking statements that involve risks and uncertainties.
Our actual results may differ significantly from those projected in the forward-looking statements.
Factors that may cause our future results to differ significantly from those projected in the forwardlooking
statements include, but are not limited to, those discussed below and elsewhere in this
Prospectus, particularly in the section entitled “Risk Factors” on pages 24 to 34 of this Prospectus.
OVERVIEW
Sales
Our sales are derived from two main business activities, namely (i) marine logistics and (ii) ship repair
and maintenance. A third business activity, namely the trading of marine equipment and shore supplies
business, was carried out in FY2003. However, we have discontinued this business activities as of 31
March 2004. A discussion of our marine logistics, and ship repair and maintenance businesses is set
out below.
(i)
Marine Logistics Services
Our marine logistics division has been the Group’s major contributor for the past 3 financial years,
accounting for 76.1%, 78.2% and 70.0% of our Group’s total sales in FY2001, FY2002 and
FY2003 respectively. We provide marine logistics services through owning, operating and
chartering offshore support vessels, tugboats and barges, as well as OPL supply boats.
The charter of our offshore support vessels to the regional offshore oil and gas industries typically
attracts better rates than the charter of our OPL vessels. Generally, we provide the necessary
crew and supplies for the operation of our vessels, while fuel is provided by our customers, except
in OPL charters, wherein fuel is also provided by us. Our charter rates are determined based on
the prevailing market conditions, the type, size, bhp of the vessels and other specifications
required by our customers. The duration of our charter contracts are determined by the duration
of the projects for which our vessels are deployed for. The duration of our charter contracts could
be less than the duration of the projects, but it would typically include options to extend. Some of
these contracts are renewed continuously for up to a year in total. Our OPL Boats are typically
chartered on a daily basis. Charter income is recognised on an accrual basis over the charter hire
period.
In addition to our chartering services, we provide complementary services and facilities such as
land transportation, material handling facilities, hire of equipment, engineering services,
warehouse and yard storage, provision of consumables such as fuel and water, as well as agency
and management services, so as to offer our customers a one-stop solution to meet their marine
logistics needs. Sales derived from these complementary services are recognised on completion
of delivery.
Our customers are mainly the offshore oil and gas majors, and local and international ship
owners. Other customers are primarily in the marine infrastructure industry, such as mining and
dredging companies. Our customers are mainly based in Singapore, Indonesia and Malaysia,
although our offshore support vessels have been deployed by our customers to other regions
such as Vietnam, Thailand, Japan and East Africa.
Factors that can affect sales from our marine logistics division mainly include, inter alia:
(a) the level of activities in the offshore oil and gas exploration, development and production
industry, which is in turn mainly dependent on the price of oil and natural gas in international
markets;
42

(b)
(c)
(d)
(e)
the general volume of international maritime trade passing through Singapore or its
out-port-limit, as well as the demand for marine infrastructure projects in the region, which
are in turn affected by general economic conditions globally and in the region;
fluctuations in charter rates, which are determined by the demand and supply of offshore
support vessels and OPL vessels in the industry;
our Group’s fleet size and the utilisation rate of our vessels. The utilisation rate of our vessels
is dependent on our ability to secure charters. This is affected by the level of competition, our
ability to provide vessels that meet the specifications of the customers at competitive rates,
our quality of service, track record and marketing efforts; and
fluctuations in the US dollar exchange rate against the Singapore dollar, as 41.4% of our
marine logistics sales in FY2003 were denominated in US dollars.
(ii)
Ship Repair and Maintenance Services
Our ship repair and maintenance division contributed 23.9%, 21.8% and 18.9% of our Group’s
sales in FY2001, FY2002 and FY2003 respectively. Our ship repair and maintenance yard is
located in Singapore and we have the capability to carry out both dry docking and afloat repairs.
The repair work that we mainly undertake include retrofitting, renewal works, blasting and
painting, electrical and electronic works, and mechanical works. Our customers are generally
owners of small tankers, tugboats, barges and other small support vessels which are used for the
transportation of construction materials such as sand.
Revenue from our ship repair and maintenance services is recognised based on the stage of
completion, determined by reference to the services performed to-date as a percentage of total
services to be performed.
Factors that can affect sales from our ship repair and maintenance division mainly include, inter
alia:
(a) our ability to secure ship repair and maintenance orders, which is in turn dependent on our
ability to remain competitive in a highly competitive environment where a typical repair or
maintenance work on a vessel may receive several competing bids;
(b) the availability of foreign workers. Our ship repair and maintenance business is highly
dependent on foreign workers both for direct employment as skilled workers such as
welders, fitters and electricians and for casual labour through labour subcontractors. If we
face shortages of foreign workers, our ability to bid for larger repair and maintenance jobs
will be affected; and
(c) any delays in the completion of our repair work arising from unforeseen circumstances such
as unfavourable weather conditions or work stoppages due to accidents. We may be unable
to recognise revenue as a result of such delays.
There is no apparent seasonality pattern in our sales.
Cost of Sales
Our cost of sales comprise mainly (i) depreciation and upkeep expenses of our vessels, plant and
machinery and leasehold property, (ii) labour costs, (iii) hire of third party vessels and equipment
expenses, (iv) costs of materials for our ship repair and maintenance work, and (v) fuel costs.
Depreciation and upkeep expenses of our vessels, machinery and property is mainly affected by the
cost of our vessels, and the age and physical condition of our fleet, insurance costs for our vessels.
Steel costs is the major cost component that determines the price of new vessels that we purchase,
thus affecting our depreciation expenses. An ageing fleet may require a higher level of maintenance,
thus affecting our upkeep expenses. Marine insurance costs are affected by international events that
put certain regions at a higher risk and this would increase the cost of insurance premium for our
vessels, leading to an increase in vessel upkeep expenses.
43

Labour costs comprise crew wages, direct and sub-contract casual labour, and meal allowances. Most
of the crew who man our vessels, both officers and men, as well as the direct and sub-contract workers
whom we employ for our ship repair and maintenance business, are foreign workers. The type and
number of crew required by charterers, wage levels, labour market conditions and changes in
government policies and regulations such as Central Provident Fund contribution and foreign workers’
levy and quota will affect our labour costs.
Expenses incurred for the hire of third party vessels and equipment are affected by the utilisation rate
of our Group’s vessels, the market charter rates and the type of vessel and equipment required by our
customers.
Materials for our ship repair and maintenance work include steel, pipes, valves and hardware. Cost of
steel is the major component of our costs of materials for our ship repair and maintenance business.
Steel prices are determined by the international commodities market. As our Group has not entered into
any long-term purchase contracts with our suppliers, any shortage of such materials may result in us
having to pay higher prices for these materials.
Fuel costs are affected by demand and supply of fuel in the international oil market.
Other Operating Income
Other operating income is derived mainly from the gain on disposal of property, plant and equipment,
primarily vessels. In line with our business strategy to offer modern vessels with state-of-the-art
equipment to meet the changing needs of our customers, we have a policy of fleet renewal. These
gains may not recur in every financial year as trading in vessels is not our principal business and there
may not be opportunities to do so.
Administrative Expenses
Administrative expenses comprise mainly staff costs such as directors’ remuneration and salaries,
bonuses and welfare costs of our administrative and support staff. Other administrative expenses
include transport, professional fees, telephone, entertainment, general depreciation and upkeep of
motor vehicles.
Other Operating Expenses
Other operating expenses comprise provision for doubtful debts, bad debt write-offs, exchange loss
and loss on disposal of property, plant and equipment.
Finance Costs
Finance costs are mainly interest expenses on bank overdraft and term loans, and obligations under
finance leases.
Share of Results of Associated Companies
Share of results of associated companies relates to our 30.0% share of results in each of our
associated companies Swiber Offshore in Singapore and Swisko Berjaya in Indonesia, as well as our
33.3% share of results in each of our associated companies Swisko Marine (Malaysia) and Asia Pacific
Marine in Malaysia. All of our associated companies are engaged in the business of chartering of
offshore support vessels to the oil and gas industry and the marine infrastructure industry.
Taxation
Our income derived from the operations of Singapore-flag vessels are exempted from Singapore
income tax pursuant to Section 13A of the Income Tax Act. This exemption applies to income derived
from the carriage in international waters of passengers, mails, livestock or goods, as well as income
derived from ship charter. Our Group would continue to carry on the operations of Singapore-flag
vessels in international waters. Accordingly, the income derived from such operations would continue
to qualify for the tax exemption under Section 13A of the Income Tax Act. As at the Latest Practicable
Date, our fleet comprises 12 Singapore-flag vessels and 10 non-Singapore-flag vessels. Subsequent
to the Latest Practicable Date, one of our Singapore — flag vessels Swissco 53 was disposed off on
28 September 2004. Generally, income from our other businesses are subject to the applicable
corporate tax rate.
44

REVIEW OF RESULTS OF OPERATIONS
FY2001 to FY2002
Sales
Our sales increased by $0.70 million, or 6.4%, from $10.90 million in FY2001 to $11.60 million in
FY2002, which was due to increased sales from the marine logistics division.
Sales from the marine logistics division increased by $0.78 million, or 9.4%, from $8.29 million in
FY2001 to $9.07 million in FY2002. This was mainly due to an increase in chartering income as a result
of an increase in the utilisation rate of our 3 offshore support vessels from 77.0% in FY2001 to 88.1%
in FY2002 on the back of increased business from the offshore oil and gas sector.
Sales from our ship repair and maintenance division decreased by $0.08 million, or 3.1%, from $2.61
million in FY2001 to $2.53 million in FY2002. We lowered our repair and maintenance prices in FY2002
to keep up with competition from yards in neighbouring countries. Our lowered prices coupled with
increased marketing efforts led to an increase in capacity utilisation at our yards. The capacity
utilisation of our dockyard increased from 80.5% in FY2001 to 89.45% in FY2002, while afloat repair
utilisation increased from 77.8% in FY2001 to 88.9% in FY2002. The increased capacity utilisation did
not translate into higher sales due to lower prices.
Gross Profit
Our overall gross profit increased by $0.50 million, or 12.2%, from $4.11 million in FY2001 to $4.61
million in FY2002, which was mainly attributable to our marine logistics division. Our gross profit margin
increased from 37.7% in FY2001 to 39.7% in FY2002.
Gross profit from the marine logistics division increased by $0.28 million, or 9.4%, from $2.97 million
in FY2001 to $3.25 million in FY2002, which was mainly due to the increase in sales. Gross profit
margin increased marginally from 35.7% in FY2001 to 35.8% in FY2002.
Gross profit from the ship repair and maintenance division increased by $0.22 million, or 36.7%, from
$0.60 million in FY2001 to $0.82 million in FY2002. Gross profit margin increased from 21.8% in
FY2001 to 30.1% in FY2002, which was mainly due to a more than proportionate decline in labour costs
and costs of materials as we implemented cost control measures in view of the decline in ship repair
and maintenance revenue. Such cost control measures include the use of subcontract labour instead
of maintaining a permanent workforce resulting in a reduction of $0.09 million in labour costs, and
sourcing for lower material costs resulting in a reduction of $0.07 million in material costs.
Other Operating Income
Other operating income increased by $0.39 million from $0.02 million in FY2001 to $0.41 million in
FY2002. This was mainly due to the gain on disposal of four vessels, three of which were to unrelated
third parties and one to a related party, at market value.
Administrative Expenses
Our administrative expenses increased by $0.32 million, or 18.7%, from $1.71 million in FY2001 to
$2.03 million in FY2002, which was attributable to both our marine logistics division as well as our ship
repair and maintenance division.
The marine logistics division accounted for $0.16 million of the increase in administrative expenses.
This was mainly due to increases in transport expenses, professional fees and staff costs. The ship
repair and maintenance division accounted for $0.16 million of the increase in administrative expenses.
This was mainly due to an increase in office and office equipment rental charges, as well as directors’
fees.
45

Other Operating Expenses
Other operating expenses decreased by $0.91 million, from $0.93 million in FY2001 to $0.02 million in
FY2002 due to the substantially reduced provision for doubtful debt. In FY2001, we made substantial
provision for doubtful debt relating to one customer from the marine logistics division. In FY2002, the
absence of doubtful debt provision for this customer resulted in the fall in other operating expenses.
Finance Costs
Our finance costs decreased by $0.13 million, or 26.0%, from $0.50 million in FY2001 to $0.37 million
in FY2002, as the improved cash flow from operations in FY2002 enabled us to reduce our bank
borrowings and loans from a related party to finance our working capital requirements. The lower
finance costs was also partially due to better financing terms in FY2002.
Share of Results of Associated Companies
Share of results of associated companies decreased by $0.29 million, or 51.8%, from $0.56 million in
FY2001 to $0.27 million in FY2002. This was mainly due to lower contribution from Swisko Berjaya,
which was a result of an increase in foreign exchange losses and administrative expenses in FY2002.
The lower contribution from Swisko Berjaya was partially offset by increased contribution from Swiber
Offshore, which was a result of higher sales.
Profit before Tax
Our profit before tax increased by $1.31 million, or 84.0%, from $1.56 million in FY2001 to $2.87 million
in FY2002. The increased profitability was achieved mainly as a result of a higher gross profit and an
increase in other operating income, as well as a reduction in provision for doubtful debt.
Income Tax Credit/Expenses
We incurred income tax expenses of $0.19 million in FY2002 compared to income tax credit of $0.13
million in FY2001. This was mainly due to the absence of write-back of over provision of deferred tax
in preceding financial years, which we had in FY2001.
FY2002 to FY2003
Sales
Our sales increased by $0.53 million, or 4.6%, from $11.60 million in FY2002 to $12.13 million in
FY2003. This was due to a new business segment involved in the trading of marine equipment and
shore supplies, and partially offset by lower sales from the marine logistics division as well as the ship
repair and maintenance division.
Sales from the marine logistics division decreased by $0.58 million, or 6.4%, from $9.07 million in
FY2002 to $8.49 million in FY2003. This was mainly due to the reduced utilisation rate of our OPL
vessels as a result of the recessionary economic condition brought on by the SARS epidemic and the
Iraq war in early 2003. The utilisation rate of our OPL vessels in FY2003 was 63.9%, compared to
74.3% in FY2002. However, the effect of the general economic slowdown was mitigated by increased
activities in the offshore oil and gas industry in this region. This was propelled by the higher crude oil
prices resulting from the Iraq war. As a result, our offshore support vessels enjoyed a higher utilisation
rate of 98.3% in FY2003 compared to 88.1% in FY2002.
Sales from our ship repair and maintenance division decreased by $0.24 million, or 9.5%, from $2.53
million in FY2002 to $2.29 million in FY2003. The was mainly due to the economic recession in the
region caused by the SARS epidemic and the Iraq war, which resulted in lower utilisation rate of our
customers’ vessels. The reduced utilisation of our customers’ vessels translated into lower
maintenance frequency and repair budgets for their vessels, thus leading to lower repair and
maintenance sales in FY2003. In addition, one of our dockyards had to be shut down for one and a half
months in FY2003 for repair and maintenance work to its facilities. Our dockyards’ capacity utilisation
was thus reduced from 89.5% in FY2002 to 71.7% in FY2003, further contributing to the reduced sales.
46

In FY2003, our subsidiary SML incorporated RMS as its wholly-owned subsidiary. RMS is involved in
the trading of marine equipment and shore supplies, and achieved sales of $1.35 million in FY2003. We
have discontinued this business so as to focus on our core businesses, and we intend to liquidate RMS
after we complete the collection of its trade receivables.
Gross Profit
Our overall gross profit decreased by $0.52 million, or 11.3%, from $4.61 million in FY2002 to $4.09
million in FY2003, which was mainly attributable to the marine logistics division. Gross profit margin
decreased from 39.7% in FY2002 to 33.7% in FY2003.
Gross profit from the marine logistics division decreased by $0.61 million, or 18.8%, from $3.25 million
in FY2002 to $2.64 million in FY003. Gross profit margin decreased from 35.8% in FY2002 to 31.1%
in FY2003, which was mainly due to a decline in profit margins from the provision of OPL services. Due
to increased competition in the OPL business as a result of the recessionary economic conditions, we
provided complimentary value-added services to our OPL customers, leading to a decline in gross profit
margins. The decline in gross profit margin of the marine logistics division was also due to an increase
in insurance premiums for our vessels. Insurance risks for our vessels increased as a result of
international terrorist activities, including those that occurred in the South East Asia region.
In line with the decline in sales, gross profit from the ship repair and maintenance division decreased
by $0.07 million, or 8.5%, from $0.82 million in FY2001 to $0.75 million in FY2002. Gross profit margin
declined marginally from 30.1% in FY2001 to 29.7% in FY2002.
The trading of marine equipment and shore supplies contributed gross profit of $0.15 million in FY2003.
Other Operating Income
Other operating income increased by $1.73 million, or 422.0%, from $0.41 million in FY2002 to $2.14
million in FY2003. This was mainly due to the gain on disposal of three vessels to unrelated third parties
at market value. Income generated from the gain on disposal of vessels and other property, plant and
equipment is expected to be recurrent in the future but may not arise in every financial year as the
Group is unable to predict when such opportunities will arise.
Administrative Expenses
Our administrative expenses decreased by $0.18 million, or 8.9%, from $2.03 million in FY2002 to
$1.85 million in FY2003. This was due to a reduction in expenses in both the ship repair and
maintenance division as well as in the marine logistics division, and partially offset by expenses
incurred in the trading of marine equipment and shore supplies.
Administrative expenses incurred by the ship repair and maintenance division fell by $0.22 million, or
34.4%, from $0.64 million in FY2002 to $0.42 million in FY2003. This was mainly due to the absence
of payment of directors’ fees from SML in FY2003 as a result of an adjustment of the remuneration
package of the Executive Director and the waiver of directors fees by the non-Executive Directors due
to SML not meeting its growth targets.
Other Operating Expenses
Other operating expenses increased by $0.32 million from $0.02 million in FY2002 to $0.34 million in
FY2003. This was mainly due to expenses incurred by RMS. Bad debts write-offs and loss on disposal
of fixed assets from the ship repair and maintenance as well as the marine logistics division also
contributed to the increase in other operating expenses.
Finance Costs
Our finance costs decreased by $0.10 million, or 27.0%, from $0.37 million in FY2002 to $0.27 million
in FY2003. This was mainly due to a decrease in the usage of our bank overdraft and loans from a
related party due to improved cashflow arising from cash inflow from the sale of vessels. In addition,
the outstanding loan amounts fell as a result of normal monthly repayments, although this was partly
offset by the usage of a new loan in August 2003.
47

Share of Results of Associated Companies
Share of results of associated companies increased by $0.33 million, or 122.2%, from $0.27 million in
FY2002 to $0.60 million in FY2003. This was mainly due to increased contribution from Swiber Offshore
due to increased oil and gas activities and projects of its customers in Indonesia. In addition, the
commencement of business in our Malaysian associated companies accounted for a $0.13 million
contribution from Malaysia.
Profit before Tax
Our profit before tax increased by $1.50 million, or 52.3%, from $2.87 million in FY2002 to $4.37 million
in FY2003. This was mainly a result of an increase in other operating income due to gains from the sale
of vessels of the marine logistics division, as well as the increase in share of results of associated
companies, and partially offset by lower gross profit.
Income Tax Expenses
Our income tax expenses increased by $0.09 million, or 47.4%, from $0.19 million in FY2002 to $0.28
million in FY2003. This was mainly due to higher profit before tax in FY2003.
REVIEW OF PAST FINANCIAL POSITION
Current Assets
Our current assets amounted to $13.11 million as at 31 December 2003, and consist of trade and other
receivables, cash and bank balances, inventories and other current assets.
Trade and other receivables amounted to $11.83 million or 90.2% of current assets as at 31 December
2003, of which $3.60 million relates to trade receivables and $8.23 million relates to non-trade amounts
due from related parties arising from payments made on behalf of related parties mainly for the
purchase of vessels and property.
Cash and bank balances amounted to $1.03 million or 7.9% of current assets as at 31 December 2003.
Inventories accounted for $0.04 million or 0.3% of our current assets as at 31 December 2003 and
comprise mainly raw materials for our ship repair and maintenance business.
Other current assets accounted for $0.21 million or 1.6% of total current assets as at 31 December
2003, and comprise prepayments, deposits and other receivables.
Non-current Assets
Our non-current assets amounted to $13.30 million as at 31 December 2003, and comprise property,
plant and equipment, investment in associated companies and other investment.
Property, plant and equipment accounted for $11.97 million or 90.0% of non-current assets as at 31
December 2003 and comprise mainly vessels, leasehold dockyards and buildings at 58 and 60 Penjuru
Lane, plant and equipment such as cranes, as well as motor vehicles.
Investment in associated companies accounted for $1.32 million or 9.9% of our non-current assets as
at 31 December 2003 and relate to our 30.0% shareholdings in Swiber Offshore and Swisko Berjaya
and our 33.3% shareholdings in Swisko Marine (Malaysia) and Asia Pacific Marine.
Other investment accounted for approximately $0.01 million or 0.1% of our non-current assets as at 31
December 2003, and relate to our 15% investment in the unquoted shares of APECS Offshore.
Current Liabilities
Current liabilities amounted to $12.68 million as at 31 December 2003 and comprise trade and other
payables, borrowings and current tax liabilities.
48

Trade and other payables amounted to $8.31 million or 65.5% of current liabilities as at 31 December
2003. Trade payables accounted for $2.35 million, while non-trade payables due to related parties and
shareholders arising from payments made by related parties on our behalf mainly for the purchase of
vessels and property accounted for $5.62 million. Deposits received and accrued operating expenses
amounted to $0.34 million.
Our borrowings amounted to $4.17 million or 32.9% of our current liabilities as at 31 December 2003,
and comprise our bank overdraft and the current portion of our term loans and finance lease liabilities.
Our bank overdraft and term loans were used to finance the acquisition of new vessels to increase our
fleet capacity in line with business growth, and for our working capital purposes.
Current tax liabilities amounted to $0.20 million or 1.6% of current liabilities as at 31 December 2003
and is mainly attributable to the taxable profit which we attained in FY2003.
Non-current Liabilities
Non-current liabilities amounted to $1.97 million as at 31 December 2003 and comprise borrowings of
$1.85 million and deferred tax liabilities of $0.12 million.
Shareholders’ Equity
Shareholders’ equity amounted to $11.77 million as at 31 December 2003.
LIQUIDITY AND CAPITAL RESOURCES
The growth of our Group has been financed through a combination of shareholders’ equity, retained
earnings, bank borrowings and loans from directors and shareholders.
Based on our proforma Group’s shareholders’ equity of $11.77 million and total borrowings of $6.02
million as at 31 December 2003, our gearing stood at 0.51 times. We have been able to service our
interest commitment due to financial institutions and our interest cover ratio was 15.2 times in FY2003.
As at the Latest Practicable Date, we have a $1.50 million trade facility and a $0.10 million overdraft
facility unutilised. Our Directors believe that the cash flows generated from operations, together with
existing cash and cash equivalents, net proceeds from the Invitation and our banking facilities, will be
sufficient to meet our working capital requirements and potential business expansion for the next 12
months. We have not provided any guarantees to any other party and have no material contingent
liabilities.
Our Group’s cash flow summary for FY2003 is as follows:
FY2003
$’000
Net cash inflow from operating activities 4,965
Net cash outflow from investing activities (4,653)
Net cash inflow from financing activities 143
Net increase in cash and cash equivalents 455
Cash and cash equivalents (1) at beginning of financial year (2,739)
Cash and cash equivalents (1) at end of financial year (2,284)
Note:
(1) Cash and cash equivalents comprise cash and bank balances after deducting bank overdrafts.
49

Net cash inflow from operating activities
In FY2003, net cash inflow from operating activities before changes in working capital was $3.14
million. The inflow of cash from changes in working capital amounted to $1.86 million, comprising
mainly a decline in trade and other receivables of $1.43 million and an increase in trade and other
payables amounting to $0.53 million, which were partially offset by an increase in other current assets
of $0.10 million. Income tax paid amounted to $0.03 million. Net cash inflow from operating activities
amounted to $4.97 million in FY2003 after accounting for working capital changes and tax paid.
Net cash outflow from investing activities
In FY2003, net cash outflow from investing activities amounted to $4.65 million, which was used mainly
for payments in relation to the purchase of plant and equipment, mainly vessels and material handling
equipment, amounting to an aggregate of $8.23 million. In addition, loans to related parties and
payment for other investment accounted for $1.87 million and $0.01 million of cash outflow respectively.
This was partially offset by the proceeds from the sale of plant and equipment, mainly vessels,
amounting to an aggregate of $5.46 million. We purchased vessels to replace the vessels that we sold
and to renew our fleet.
Net cash inflow from financing activities
We recorded net cash inflow from financing activities of $0.14 million in FY2003. This was primarily due
to the drawdown of $0.76 million of a loan facility, and partially offset by repayments of finance lease
liabilities amounting to $0.35 million and interest expenses paid amounting to $0.27 million.
Overall, we recorded an increase in cash and cash equivalents amounting to $0.45 million in FY2003.
CAPITALISATION AND INDEBTEDNESS
The following table shows our cash and bank balances, indebtedness and capitalisation as at 31
December 2003:
(i) on a proforma basis; and
(ii) as adjusted to give effect to the issue of 22,500,000 New Shares pursuant to the Invitation and
net proceeds from the Invitation of approximately $5.0 million, after deducting estimated issue
expenses related to the Invitation.
You should read this table in conjunction with the Proforma Financial Statements set out in Appendix
B of this Prospectus and the section in this Prospectus entitled “Management’s Discussion and Analysis
of Results of Operations and Financial Condition”.
$’000
As at
31 December 2003
As adjusted for the
proceeds of the
Invitation
Cash and bank balances 1,025 6,010
Indebtedness
Current
— Bank overdraft, secured and guaranteed 3,310 3,310
— Bank term loans, secured and guaranteed (current portion) 718 718
— Finance lease liabilities (current portion) 137 137
4,165 4,165
50

$’000
Non-current
As at
31 December 2003
As adjusted for the
proceeds of the
Invitation
— Bank term loans, secured and guaranteed (non-current
portion) 1,539 1,539
— Finance lease liabilities (non-current portion) 315 315
1,854 1,854
Total Indebtedness 6,019 6,019
Shareholders’ equity 11,766 16,751
Total capitalisation and indebtedness 17,785 22,770
As at 30 September 2004, we had cash and bank balances of approximately $0.32 million, current
borrowings amounting to approximately $3.12 million and non-current borrowings amounting to
approximately $1.01 million.
As at 30 September 2004, our total borrowings of approximately, $4.13 million consists of overdrafts of
$2.60 million, term loans of $0.89 million and finance leases of $0.64 million. Our overdraft is utilised
for working capital purposes and to finance the purchase of new vessels. Our term loans were utilised
for working capital purposes. Our finance leases relate mainly to the purchase of motor vehicles and
crawler cranes. The interest rates of our credit facilities comprise both fixed and variable rates and
ranges from a fixed rate of 3.75% per annum to variable rates of 0.5% and 1.0% above the bank’s
prevailing prime rate. The remaining tenure for our term loans ranges from 3 to 7 years.
Our bank overdraft and term loans are secured by a mortgage of our leasehold property at 58 and 60
Penjuru Lane, mortgage of certain properties owned by our Director Yeo Chong Lin and some of his
family members, as well as personal guarantees provided by our Directors, namely Yeo Chong Lin and
Alex Yeo Kian Teong, as well as some of their family members. Upon the listing of our Shares on the
SGX-SESDAQ, we intend to procure the discharge of the guarantees and mortgages provided by our
Directors Yeo Chong Lin and Alex Yeo Kian Teong and their family members with respect to the credit
facilities with these financial institutions. Our Directors are of the view that revisions to the terms and
conditions of our banking facilities, if any, are unlikely to be material and would not adversely affect our
operations. However, in the unlikely event that the revisions would adversely affect our operations, or
should the financial institutions not agree to the discharge of the relevant personal guarantees or
mortgages, our Directors Yeo Chong Lin and Alex Yeo Kian Teong and their family members will
continue to provide such guarantees and mortgages to the relevant financial institutions.
Subsequent to 31 December 2003, we have also accepted an offer for a $1.50 million trade facility for
the purchase of new vessels, and an overdraft facility of $0.10 million.
From 31 December 2003 to the Latest Practicable Date, save as disclosed above, there were no
material changes in our total capitalisation and indebtedness, save for changes in our retained earnings
arising from our day-to-day operations in the ordinary course of business.
Contingent Liabilities
As at the Latest Practicable Date, we do not have any outstanding contingent liabilities.
51

CAPITAL EXPENDITURES, DIVESTMENT AND COMMITMENT
Capital Expenditure
Our material capital expenditure comprises mainly additions of vessels, vessels-in-construction, plant,
equipment and cranes as well as motor vehicles by our Singapore operations. The purchase of these
assets were financed mainly through funds generated from operations and through bank borrowings.
In FY2001 and FY2002, the Group incurred capital expenditure for the purchase of vessels amounting
to $1.52 million and $0.61 million respectively.
In FY2003, the Group incurred capital expenditure for the purchase of vessels, vessels-in-construction
and cranes amounting to $5.66 million, $1.82 million and $0.60 million respectively.
From 31 December 2003 up to the Latest Practicable Date, we incurred capital expenditure of $2.90
million for the purchase of vessels and vessels-in-construction.
Divestments
In FY2002 and FY2003, we disposed of vessels with an aggregate net book value of $0.44 million and
$3.28 million respectively.
From 31 December 2003 up to the Latest Practicable Date, we disposed of 5 vessels. One additional
vessel was disposed of subsequent to the Latest Practicable Date on 28 September 2004. 2 of these
vessels were sold to our associated company Swiber Offshore. The aggregate net book value of these
5 vessels amounted to $3.68 million as at the Latest Practicable Date and the net book value of the one
additional vessel amounted to $0.96 million as at the date of sale. The aggregate net gain of these 6
vessels amounted to $1.37 million.
Save as disclosed above, we did not have any material divestments during the past 3 financial years
ended 31 December 2003 and up to the Latest Practicable Date. As at the Latest Practicable Date,
save as disclosed above, we do not have any material capital divestment in progress.
Further details of additions and disposals of property, plant and equipment are set out in the Proforma
Financial Statements in Appendix B of this Prospectus.
Operating Lease Commitments
As at the Latest Practicable Date, we had the following operating lease commitments:
$’000
Within 1 year 191
After 1 year but not more than 5 years 766
After 5 years 813
Total 1,770
Capital Commitments
We plan to expand our fleet capacity to meet the needs of our customers especially from the offshore
oil and natural gas industry in this region. In addition to the 3 vessels which we accepted delivery of in
February and May this year, 2 of which are barges of 500 GRT and above, we have 10 more vessels
on order. The 10 vessels on order comprise of 4 barges (2 of which are 500 GRT and above), 4
specialised vessels for the oil and gas industry and 2 work boats. Of the 10 vessels on order, 2 are
expected to be delivered by the end of 2004 and the remaining 8 in 2005. The outstanding capital
commitment for the 2 vessels that will be delivered this financial year and 1 vessel that is a
work-in-progress in our own yard is approximately $6.58 million as at the Latest Practicable Date. The
capital commitment for the 8 vessels that will be delivered in 2005 is approximately $7.16 million as at
the Latest Practicable Date. $4.5 million from the proceeds of the Invitation will be utilised to finance
52

the expansion of our fleet capacity while the balance of this capital expenditure commitment will be met
from bank borrowings and working capital.
Save as disclosed above, our Group has no other borrowings or indebtedness and liabilities under
acceptances (other than normal trading) or acceptances credits, mortgages, credits, charges,
obligations under finance leases, guarantees or other material contingent liabilities.
FOREIGN EXCHANGE EXPOSURE
Transactional Exposures
Our sales are mainly denominated in S$ and US$, while our costs are mainly denominated in S$. In
addition, the acquisition and sale of plant and equipment such as vessels and equipment are mainly
denominated in US$ and Euro. Purchase costs of plant and equipment will be depreciated over the
estimated useful lives of the plant and equipment in accordance with the Group’s accounting policy, and
gains from the disposal of plant and equipment are recorded as other operating income.
In FY2003, 29.0%, 5.5% and 65.5% of our sales were denominated in US$, RM and S$ respectively,
while 76.4% and 23.6% of our other operating income were denominated in US$ and S$ respectively.
Costs in foreign currency, which is mainly US$, accounted for 6.2% of our Group’s total costs in
FY2003. In addition, the payments for the acquisition of new vessels and equipment which are
denominated in US$ and Euro amounted to S$3.82 million and S$0.93 million respectively in FY2003
To the extent that our sales and costs are not naturally matched in the same currency, our Group will
be exposed to adverse fluctuations in foreign exchange rates. In addition, due to the timing differences
between invoicing and collection or payment, our Group may be exposed to fluctuations in the
exchange rates between the S$ and the US$ and Euro, which may have an adverse impact on our
Group’s results.
Translational Exposures
The proforma financial statements of our Group are prepared in S$ while the financial statements of our
foreign associated companies are prepared in the currencies of their respective country of
incorporation.
For the purpose of equity accounting of our foreign associated companies, the balance sheets of our
foreign associated companies have been translated from the respective currencies in which their
financial statements are prepared based on the prevailing exchange rates on the balance sheet date,
and the profit and loss accounts of our foreign associated companies are translated using the average
exchange rates for the financial year. Exchange differences arising from the above translations are
included in the foreign currency translation reserve.
Presently, we do not have any formal hedging policy with respect to our foreign exchange exposure. In
future, we may hedge our material foreign exchange transactions after considering the foreign currency
amount, exposure period and transaction costs. The impact of foreign exchange fluctuations on our
financial performance over the past 3 financial years was as follows:
FY2001 FY2002 FY2003
Foreign exchange gains ($’000) 18.6 45.4 7.2
As a percentage of profit before tax 1.2% 1.6% 0.2%
53

SIGNIFICANT ACCOUNTING POLICY CHANGES
There were no changes in accounting policy for the relevant financial years that affected the operating
results of the Group resulting from the adoption of the revised or new accounting standards, as the
Group was already following the recognition and measurement principles in those standards.
However, there was a change in accounting estimates adopted by the Group in FY2003. During
FY2003, the Group revised the estimated useful lives of motor launches and barges from 10 years to
15 years to better reflect their estimated useful lives. The revised depreciation rates were applied
prospectively without adjustments to previously reported amounts. This change in accounting
estimates resulted in a reduction in depreciation charges by approximately $312,000 for FY2003.
STATE OF THE ORDER BOOKS
Other than monthly charter contracts for some of our vessels, the nature of our marine logistics and
ship repair and maintenance businesses generally does not enable us to build order books beyond one
to two weeks at any one time. Our experience has been that some of these monthly contracts are
renewed continuously, sometimes for up to a year in total. A description of the state of our order books
is thus not meaningful.
EXCHANGE CONTROLS
There are currently no foreign exchange restrictions in the repatriation of capital and the remittance of
profits into or out of Singapore by or to the Group companies in Singapore.
54

DILUTION
Dilution is the amount by which the Issue Price paid by the subscribers for the New Shares in this
Invitation exceeds the NTA per Share after the Invitation. The NTA per Share of our Group as at 31
December 2003 (after adjusting for the Restructuring Exercise, Share Split and Share Consolidation
but before adjusting for the issue of New Shares pursuant to the Invitation) and based on our
pre-Invitation share capital of 124,192,925 Shares was 9.47 cents.
Based on the issue of 22,500,000 New Shares at the Issue Price of $ 0.28 for each New Share pursuant
to the Invitation and after deducting the estimated issue expenses to be paid by our Company in
relation to the Invitation, the adjusted NTA per Share as at 31 December 2003 would have been 11.42
cents based on the post-Invitation issued and paid-up share capital of 146,692,925 Shares. This
represents an immediate increase in NTA of 1.95 cents per Share to our existing Shareholders and an
immediate dilution in NTA of 16.58 cents per Share to our new public investors pursuant to the
Invitation.
The following table illustrates the dilution per Share:
Per Share
(Cents)
Issue Price 28.00
NTA per Share as at 31 December 2003, after adjusting for the Restructuring Exercise, Share
Split and Share Consolidation but before adjusting for the issue of New Shares pursuant to
the Invitation) 9.47
Increase in NTA per Share attributable to existing Shareholders 1.95
NTA per Share after the Invitation 11.42
Dilution in NTA per Share to new public investors 16.58
The following table summarises as of the Latest Practicable Date, the total number of Shares issued
by us, the total consideration paid and the average price per Share paid by our existing Shareholders
since our incorporation and by the new investors pursuant to this Invitation:
Number of
Shares %
Consideration
($) %
Average
price per
Share
(cents)
Existing Shareholders 124,192,925 84.66 9,935,434 61.20 8.00
New public investors 22,500,000 15.34 6,300,000 38.80 28.00
Total 146,692,925 100.00 16,235,434 100.00
55

INFORMATION ON OUR COMPANY AND GROUP
Share Capital
We were incorporated in Singapore on 29 January 2004 under the Act as a public limited company
under company registration number 200401051D. As at the date of incorporation of our Company, we
had an authorised share capital of $100,000 divided into 100,000 ordinary shares of $1.00 each, of
which 2 ordinary shares of $1.00 each were issued and fully paid up.
At an Extraordinary General Meeting of our Company held on 6 October 2004, the shareholders of our
Company approved, inter alia, the following:
1. the increase of our authorised share capital from $100,000 divided into 100,000 ordinary shares
of $1.00 each to $20,000,000 divided into 20,000,000 ordinary shares of $1.00 each; and
2. the issue and allotment of 9,935,432 ordinary shares of $1.00 each pursuant to the Restructuring
Exercise, the details of which are set out on pages 58 to 61 of this Prospectus.
At an Extraordinary General Meeting of our Company held on 21 October 2004, the shareholders of our
Company approved, inter alia, the following:
1. the subdivision of each ordinary share of $1.00 in our authorised as well as our issued share
capital into 50 ordinary shares of $0.02 each (the “Share Split”);
2. the consolidation of 4 ordinary shares of $0.02 each in the authorised as well as our issued share
capital into 1 ordinary share of $0.08 each (the “Share Consolidation”);
3. the adoption of a new set of Articles of Association which complies with the listing requirements
of the Act for public companies;
4. the issue and allotment of 22,500,000 New Shares pursuant to the Invitation, which, when issued
and fully paid-up, will rank pari passu in all respects with our existing Shares;
5. the adoption of the Swissco Share Option Scheme; and
6. the giving of authority pursuant to Section 161 of the Act to the Directors to allot and issue shares
and/or convertible securities (where the maximum number of shares to be issued upon
conversion is determinable at the time of the issue of such securities) in our Company (whether
by way of rights, bonus, or otherwise) at any time and from time to time thereafter to such persons
and on such terms and conditions and for such purposes as the Directors may in their absolute
discretion deem fit provided that the aggregate number of shares and/or convertible securities to
be issued shall not exceed 50% of our issued share capital, and further provided that the
aggregate number of shares and/or convertible securities to be issued other than on a pro-rata
basis to existing shareholders shall not exceed 20% of our issued share capital, and unless earlier
revoked or varied by ordinary resolution of our shareholders of our Company in general meeting,
such authority shall continue in force only until our next annual general meeting or the date by
which our next annual general meeting is required by law to be held, whichever is earlier.
For the purposes of this resolution and pursuant to Rule 806(3) of the SGX-ST Listing Manual, the
percentage of issued share capital is based on our Company’s post-Invitation issued share capital
after adjusting for new shares arising from the conversion or exercise of any convertible securities
or employee share options on issue at the time when such authority is given and any subsequent
consolidation or subdivision of shares.
As at the date of this Prospectus, there is only one class of ordinary shares of $0.08 each in our share
capital. The rights and privileges attached to the Shares are stated in our Articles of Association. (For
a summary of our Articles of Association, see paragraph 16 of “General and Statutory Information —
Memorandum and Articles of Association” on page 127 and Appendix D). Please see “Description of
Ordinary Shares” of pages 120 to 124 of this Prospectus.
56

At the date of this Prospectus, our authorised share capital is $20,000,000 comprising 250,000,000
ordinary shares of $0.08 each and our issued and paid up share capital is $9,935,434 comprising
124,192,925 Shares of $0.08 each. Upon completion of the Invitation, our issued and paid up share
capital will increase to $11,735,434 comprising 146,692,925 Shares.
The details of the changes in our issued and paid-up share capital since the date of incorporation of our
Company, and the resultant issued and paid up share capital immediately after the Invitation are as
follows:
Par Value
$1.00
No. of Shares
Par Value
$0.08
Issued Share
Capital
($)
Issued and fully paid-up share capital as at 29 January 2004 2 — 2
Issue of shares pursuant to the Restructuring Exercise 9,935,432 — 9,935,432
9,935,434 — 9,935,434
After the Share Split and Share Consolidation — 124,192,925 9,935,434
Pre-Invitation share capital — 124,192,925 9,935,434
New Shares to be issued pursuant to the Invitation — 22,500,000 1,800,000
Post-Invitation share capital — 146,692,925 11,735,434
Our Company’s authorised share capital and shareholder’s funds as at our date of incorporation, before
and after adjustment to reflect the increase in authorised share capital, the Restructuring Exercise, the
Share Split, the Share Consolidation and the issue of the New Shares, are set forth below:
($)
Authorised Share Capital
As at
29 January 2004
After adjusting for the
increase in authorised
share capital,
Restructuring Exercise,
Share Split and Share
Consolidation
After Invitation
Ordinary shares of $1.00 each 100,000 — —
Ordinary Shares of $0.08 each — 20,000,000 20,000,000
Shareholders’ Equity
Share capital 2 9,935,434 11,735,434
Share Premium — — 3,185,375
Total shareholders’ equity 2 9,935,434 14,920,809
57

RESTRUCTURING EXERCISE
To streamline and rationalise our corporate structure and business activities and to eliminate any
conflict of interest in connection with the Invitation, we undertook a Restructuring Exercise in
preparation for our listing on the SGX-SESDAQ. A diagram showing our Group structure after the
Restructuring Exercise as at the date of this Prospectus is set out on page 62 of this Prospectus.
Details of the Restructuring Exercise undertaken are as follows:
1. Acquisition of vessels, vehicle and machinery by Swissco Offshore
On 31 March 2004, Swissco Offshore acquired the following vessels, vehicle and machinery from
Swissco Structural Mechanical and Swissco Marine:
Transferor
Transferee
Name of vessels,
vehicle and machinery
Swissco Structural Mechanical Swissco Offshore (a) Swissco Super
(b) 2 Cranes
Swissco Marine Swissco Offshore (a) Swissco 99
(b) Swissco 88
(c)
Sea Speed
(d) Swissco 188
Amount of
consideration
$3,060,000
$494,500
$3,000,000
$1,700,000
$26,250
$22,500
(e) Van
$14,590
Total $8,317,840
The consideration for the two vessels, namely Sea Speed and Swissco 188, as well as the vehicle
and machinery was based on their respective net book value as at 31 March 2004. The
consideration for the other vessels was based on their respective market value as determined by
independent valuers, namely Ship-Val(IMS) Pte Ltd in respect of Swissco 88 and Swissco Super,
and Altech Maritime Consultants Pte Ltd in respect of Swissco 99. The acquisition consideration
was satisfied by the offsetting of non-trade receivables owing by Swissco Marine and Swissco
Structural Mechanical to Swissco Offshore.
2. Acquisition of 100% interest in Swissco Seychelles by Swissco Offshore
On 19 April 2004, Swissco Offshore acquired 100% of the issued and paid-up share capital of
Swissco Seychelles from Yeo Chong Lin for a nominal cash consideration of $1. Prior to the
acquisition, all assets of Swissco Seychelles had been held on trust for Swissco Offshore.
3. Acquisition of 100% interest in Camvale by Swiber Offshore
On 13 May 2004, Swiber Offshore acquired 100% of the issued and paid-up share capital of
Camvale from the shareholders of Camvale for a consideration of $210,000, taking into account
the audited NTA of Camvale as at 31 December 2003. The acquisition consideration was satisfied
by cash payment of S$210,000 to Minda Macazo Goh and Alex Yeo Kian Teong, being the
shareholders of Camvale.
4. Acquisition of Swissco Offshore
On 6 October 2004, pursuant to a restructuring agreement entered into by our Company, Yeo
Holdings and the shareholders of Swissco Offshore on 30 January 2004 and amended by a
supplemental Letter dated 5 June 2004, Yeo Holdings acquired the entire issued and paid-up
share capital of Swissco Offshore from Yeo Chong Lin, Tay Ang Choo, Alex Yeo Kian Teong,
Catherine Yeo Lee Twan, Margaret Yeo Lee Hiang, Yeoh Ai Tin and Yeo Chong Boon, being the
shareholders of Swissco Offshore for a consideration of $6,743,863, based on the audited NTA
of Swissco Offshore as at 31 December 2003 and taking into consideration the acquisition of
vessels, vehicle and machinery as detailed in paragraph (1) above as well as certain other
accounting adjustments. The acquisition consideration was satisfied by (i) the cash payment of
58

$337,193 each to Yeoh Ai Tin and Yeo Chong Boon and (ii) the allotment and issuance of shares
of S$1 each in the share capital of Yeo Holdings as follows:
Issued to
Number of shares in Yeo Holdings
Yeo Chong Lin 3,371,932
Tay Ang Choo 1,685,966
Alex Yeo Kian Teong 337,193
Catherine Yeo Lee Twan 337,193
Margaret Yeo Lee Hiang 337,193
Immediately following this, our Company acquired the entire issued and paid- up share capital of
Swissco Offshore from Yeo Holdings for a consideration of $6,743,863. The acquisition
consideration was satisfied by the allotment and issuance of 6,743,863 ordinary shares of $1 each
in the share capital of our Company to Yeo Holdings.
5. Acquisition of SML
On 6 October 2004, pursuant to a restructuring agreement entered into by our Company and the
shareholders of SML on 30 January 2004 and amended by a supplemental Letter dated 8 June
2004, our Company acquired the entire issued and paid-up share capital of SML from Yeo Chong
Lin, Alex Yeo Kian Teong, E K Lim and Chiang Tin Tiah, being the shareholders of SML for a
consideration of $941,919, based on the audited NTA of SML and its 99.998% subsidiary, RMS,
as at 31 December 2003 and taking into consideration certain accounting adjustment. The
acquisition consideration was satisfied by (i) the allotment and issuance of 329,671 ordinary
shares of S$1 each in the share capital of our Company to each of Yeo Chong Lin and Alex Yeo
Kian Teong; (ii) the allotment and issuance of 282,576 ordinary shares of $1 each in the share
capital of our Company to EKLimand(iii) a nominal cash payment of $1 to Chiang Tin Tiah, an
unrelated party to whom shares of SML were originally allocated for no consideration.
Immediately following this, Yeo Chong Lin and Alex Yeo Kian Teong transferred their shares in our
Company to Yeo Holdings. The consideration for the transfer of shares to Yeo Holdings was
satisfied by the allotment and issuance of 329,671 shares of $1 each in the share capital of Yeo
Holdings to each of Yeo Chong Lin and Alex Yeo Kian Teong.
6. Acquisition of 30% interest in Swisko Berjaya
On 6 October 2004, our Company acquired 30% of the issued and paid-up share capital of Swisko
Berjaya from Alex Yeo Kian Teong for a consideration of S$1,412,889, based on 30% of the
audited NTA value of Swisko Berjaya as at 31 December 2003 (at an exchange rate of Rp 1:
S$0.0002 ). The acquisition consideration was satisfied by the allotment and issuance of
1,412,889 ordinary shares of $1 each in the share capital of our Company to Alex Yeo Kian Teong.
Immediately following this, Alex Yeo Kian Teong transferred his shares in our Company to Yeo
Holdings. The consideration for the transfer of shares to Yeo Holdings was satisfied by the
allotment and issuance of 1,412,889 shares of S$1 each in the share capital of Yeo Holdings to
Alex Yeo Kian Teong.
59

7. Acquisition of 30% interest in Swiber Offshore
On 6 October 2004, our Company acquired 30% of the issued and paid-up share capital of Swiber
Offshore from Alex Yeo Kian Teong for a consideration of S$656,475, based on 30% of the audited
NTA value of Swiber Offshore as at 31 December 2003 and adjusting for Swiber Offshore’s
acquisition of Camvale. The acquisition consideration was satisfied by the allotment and issuance
of 656,475 ordinary shares of $1 each in the share capital of our Company to Alex Yeo Kian
Teong.
Immediately following this, Alex Yeo Kian Teong transferred his shares in our Company to Yeo
Holdings. The consideration for the transfer of shares to Yeo Holdings was satisfied by the issue
and allotment of 656,475 shares of $1 each in the share capital of Yeo Holdings to Alex Yeo Kian
Teong.
8. Acquisition of 33.33% interest in Swisko Marine (Malaysia)
On 6 October 2004, our Company acquired 33.33% of the issued and paid-up share capital of
Swisko Marine (Malaysia) from Alex Yeo Kian Teong for a consideration of S$50,185, based on
33.33% of the audited NTA value of Swisko Marine (Malaysia) as at 31 December 2003 (at an
exchange rate of RM1: S$0.45893). The acquisition consideration was satisfied by the allotment
and issuance of 50,185 ordinary shares of $1 each in the share capital of our Company to Alex
Yeo Kian Teong.
Immediately following this, Alex Yeo Kian Teong transferred his shares in our Company to Yeo
Holdings. The consideration for the transfer of shares to Yeo Holdings was satisfied by the issue
and allotment of 50,185 shares of $1 each in the share capital of Yeo Holdings to Alex Yeo Kian
Teong.
9. Acquisition of 33.33% interest in Asia Pacific Marine
On 6 October 2004, our Company acquired 33.33% of the issued and paid-up share capital of
Asia Pacific Marine from Alex Yeo Kian Teong for a consideration of S$54,963, based on 33.33%
of the audited NTA value of Asia Pacific Marine as at 31 December 2003 (at an exchange rate of
US$1: S$1.74277). The acquisition consideration was satisfied by the allotment and issuance of
54,963 ordinary shares of $1 each in the share capital of our Company to Alex Yeo Kian Teong.
Immediately following this, Alex Yeo Kian Teong transferred his shares in our Company to Yeo
Holdings. The consideration for the transfer of shares to Yeo Holdings was satisfied by the
allotment and issuance of 54,963 shares of $1 each in the share capital of Yeo Holdings to Alex
Yeo Kian Teong.
10. Acquisition of 15% interest in APECS Offshore
On 6 October 2004, our Company acquired 15% of the issued and paid-up share capital of
APECS Offshore from Alex Yeo Kian Teong for a consideration of $75,139, based on 15% of the
audited NTA value of APECS Offshore as at 31 December 2003. The acquisition consideration
was satisfied by the allotment and issuance of 75,139 ordinary shares of $1.00 each in the capital
of our Company at $1.00 per share, credited as fully paid up, to Alex Yeo Kian Teong.
Immediately following this, Alex Yeo Kian Teong transferred his shares in our Company to Yeo
Holdings. The consideration for the transfer of shares to Yeo Holdings was satisfied by the
allotment and issuance of 75,139 shares of $1 each in the share capital of Yeo Holdings to Alex
Yeo Kian Teong.
11. Transfer of shares by initial shareholders
On 7 June 2004, Yeo Chong Lin and Alex Yeo Kian Teong transferred each of their initial 1 share
of $1 each in the share capital of our Company to Yeo Holdings. The consideration for the transfer
of shares to Yeo Holdings was satisfied by the allotment and issuance of 1 share of S$1 each in
the share capital of Yeo Holdings to each of Yeo Chong Lin and Alex Yeo Kian Teong.
60

12. Transfer of shares in the capital of Yeo Holdings
Immediately after the restructuring steps as detailed in paragraphs (1) to (11) above have been
carried out, the shareholders of Yeo Holdings transferred shares in the capital of Yeo Holdings to
each other as set out below:
No. of shares
held in the
capital of Yeo
Holdings upon
completion of
steps (1) to (11)
No. of shares
acquired/(sold)
No. of shares
held in the
capital of Yeo
Holdings upon
completion of
step (12) %
Yeo Chong Lin 3,901,604 1,690,694 5,592,298 59.0%
Tay Ang Choo 1,885,966 (1,885,966) 0 —
Alex Yeo Kian Teong 3,016,516 (646,898) 2,369,618 25.0%
Catherine Yeo Lee Twan 337,193 421,085 758,278 8.0%
Margaret Yeo Lee Hiang 337,193 421,085 758,278 8.0%
9,478,472 0 9,478,472 100.0%
Following the completion of the Restructuring Exercise, the Share Split and Share Consolidation, our
Company’s shareholding structure immediately before the Invitation was as follows:
Name of Shareholder
Number of ordinary shares
of $0.08 each
Per cent. of our
pre-Invitation issued
and paid-up capital
Yeo Holdings 120,660,725 97.2%
E K Lim 3,532,200 2.8%
124,192,925 100.0%
61

GROUP CORPORATE STRUCTURE
The corporate structure of our Group and its associated companies as at the date of the Prospectus is
set out below:
Swissco International Limited
100% 100%
Swissco
Offshore
SML
100% 99.998%
Swissco
Seychelles
RMS (ceased
operations)
30% 30% 33.33% 33.33%
Swiber
Offshore
Swisko
Berjaya
Swisko Marine
(Malaysia)
Asia Pacific
Marine
100%
Camvale
The details of our Company, subsidiaries and associated companies, as the date of the Prospectus, are
set out as follows:
Name of Company and
its principal place of
business
Company
Swissco International
Limited
9 Pandan Road
Singapore 609257
Date and place of
incorporation
29 January 2004
Singapore
Issued and
paid up/
Registered
capital
Effective
percentage
held by the
Company
Principal activities
$9,935,434 — Investment holding
Subsidiaries
Swissco Offshore (Pte) Ltd
9 Pandan Road
Singapore 609257
Singapore Marine Logistics
Pte Ltd
60 Penjuru Lane
Singapore 609214
Regional Marine Supply
Private Limited
60 Penjuru Lane
Singapore 609214
29 October 1975
Singapore
12 September 1998
Singapore
2 October 2002
Singapore
$1,000,000 100% Owner and operator of
offshore support
vessels, chartering,
and marine logistics
services
$500,000 100% Ship repair and
maintenance
$50,000 99.998% Ceased operations
62

Name of Company and
its principal place of
business
Swissco Offshore Ltd
2nd Flr. Allied Building
Annex, Francis Rachel
Street, Victoria, Mahe,
Republic of Seychelles
Date and place of
incorporation
24 May 2000
Republic of
Seychelles
Issued and
paid up/
Registered
capital
Effective
percentage
held by the
Company
Principal activities
US$5,000 100% Ship owners
Associated companies
PT Swisko Berjaya
Wisma Korindo
9th Floor
JL. M. T. Haryono
Kav. 62, Jakarta 12780,
Indonesia
15 November 1996
Indonesia
250,000,000
Rupiah
30% Ship owners, operators
and charterers
Swiber Offshore Pte Ltd
9 Pandan Road
Singapore 609257
Swisko Marine (Malaysia)
Sdn. Bhd.
106A, Taman Melaka
Raya, 75000 Melaka
Asia Pacific Marine Limited
Unit 3(I) Main Office Tower,
Financial Park Labuan,
Jalan Merdeka, 87000
Labuan, Federal Territory
of Labuan, Malaysia
Camvale Pte Ltd
9 Pandan Road
Singapore 609257
30 November 1996
Singapore
20 May 2003
Malaysia
17 July 2002
Malaysia
17 February 2001
Singapore
$100,000 30% Ship owners, operators
and charterers
3 Ringgit 33.33% Contractor for the
supply of vessels
US$3.00 33.33% Contractor for the
supply of vessels
$100,000 30% Vessel owners,
operators and
charterers
None of our subsidiaries or associated companies is listed on any stock exchange.
The other shareholders of our associated companies are unrelated third parties.
In addition to the above, the Company holds 15,000 ordinary shares or 15% of the issued and paid up
share capital of APECS Offshore Pte Ltd, which is a company incorporated in Singapore. APECS
Offshore is involved in engineering and offshore consultancy and the design of marine structures.
63

HISTORY
Our corporate history began with the establishment of Sea Well Industrial and Ship Supply Company
as a sole proprietorship in 1970. In 1972, our founder Mr Yeo Chong Lin took over the helm of Sea Well
Industrial and Ship Supply Company after a 19 year career with the then Singapore Harbour Board
(predecessor of the Port of Singapore Authority). We started as a marine supply business or
shipchandlers. We supplied commercial ocean-going ships calling at the Port of Singapore with items
ranging from ship spares, stores, provision to other consumable goods. Our first office was a rented
shop house in Cantonment Road.
In our initial years, we hired third party boats to convey our supplies or officers and/or crew of our
customers to their ocean-going ships. We then decided that for better operational control and efficiency,
we should own and operate our own Out Port Limit (“OPL”) boats. Thus in 1973 we acquired our first
OPL boat.
During this period we saw the growth of oil drilling activities in this region and extended our marine
supply services to these oil rigs/platforms.
In October 1975, we incorporated Swissco Offshore to assume the growing business of marine logistics
in the operation of the OPL Boats. “SWISSCO” is the acronym of “Sea Well Industrial and Ship Supply
Company”. In the same year we moved to our own office at International Plaza with warehousing facility
in Pasir Panjang. Due to increasing competition and dwindling profit margin, we discontinued our
business in providing shipchandling services in the 1980s to focus on the more profitable marine
logistics business. Please see page 67 of this Prospectus on “Our Business” for details.
We emerged from the recession in the mid 1980’s to become one of the leading operators of workboats
serving the special niche of OPL marine logistics, including crew change services. Our local and
worldwide customers included several international shipping companies and oil majors such as
Chevron (now known as ChevronTexaco), Mobil and Esso (together, now known as ExxonMobil),
whose vessels call into or pass by Singapore.
In 1990, we acquired our first offshore supply tug to expand our services to the regional oil & gas
industry. Soon after, we acquired our first barge to complement our offshore support capability. The
robust growth in this industry during this time created an increasing demand for offshore support
vessels. Consequently, we decided to expand our fleet of tugboats and barges with the acquisition of
2 new tugs in 1997 and 2 offshore support vessels in 1998.
In 1995, we relocated to 9 Pandan Road. This site occupies approximately 18,000 m 2 of leased land
from Jurong Town Corporation with a stretch of approximately 100m long waterfront. This resulted in
our Company gaining waterfront access to base our growing fleet of tugs and barges as well as
shipbuilding and afloat repair activities. It also afforded ample space for our company to provide
warehousing facilities as a value added service to our clients. We built our first barge at a third party
yard in the early 1990s, and completed the construction of our first barge at our own shipyard sometime
in the mid 1990s. We build our own barges for charter and sale and are constantly renewing and
expanding our fleet of vessels.
In 1996, Swisko Berjaya was incorporated in Indonesia with other partners in Indonesia to further the
reach of our business to support the marine logistics needs of the fast growing oil and gas industry,
marine infrastructure and mining industries within Indonesia. Together with Swiber Offshore, Swisko
Berjaya presently owns and operates a fleet of 2 tugboats, 2 barges and 1 offshore support vessel, and
also charters tugs and barges from Swissco Offshore and other third parties for use in its operations.
In 1998, we acquired 60 Penjuru Lane with a 3,000 DWT dry dock to venture into ship repair business.
Subsequently we acquired two slipways facilities at 58 Penjuru Lane in 2000. These facilities are
presently operated by SML. With 2 slipways and a 3,000 DWT dock we are able to cater to the
increasing volume of ship repair and maintenance work for our own vessels as well as for other ship
owners.
64

In preparation for the expected continued growth in this region, we have established a presence in
Malaysia in joint venture companies with local partners in 2003. Swisko Marine (Malaysia) Sdn Bhd and
Asia Pacific Marine Ltd (a company registered in Labuan) are our associated companies which were
incorporated in Malaysia in 2003 as contractors to provide marine services.
In 2000, we decided to transfer our vessels which are registered in foreign flag-states to be registered
in the Republic of Seychelles, and accordingly we incorporated Swissco Seychelles on 24 May 2000
to own our foreign-flagged vessels. This company is a subsidiary of Swissco Offshore. As at the Latest
Practicable Date, there are 10 vessels under Seychelles flag in our fleet of vessels.
On 2 October 2002, we incorporated RMS as a subsidiary of SML to engage in business of supply ships
with spares, stores and other provisions. However, we decided to cease the operations of RMS as of
31 March 2004, and to liquidate RMS once all outstanding debts owed by creditors to RMS have been
settled.
As at the Latest Practicable Date, our marine logistics division owns and operates a diversified fleet of
5 OPL Boats, 3 tugboats, 3 water boats and 7 barges; and our ship repair and maintenance services
division owns and operates 4 barges. Subsequent to the Latest Practicable Date, one of our barges
owned and operated by our marine logistics division, was disposed of on 28 September 2004. With the
addition of 5 new vessels (2 of which are dedicated oilfield vessels) in 2004 (of which 3 vessels have
been delivered to-date), and 8 new vessels in 2005, we believe that we are well positioned to meet the
growth of the respective industries that we serve. We have expanded our business over the years to
cater to the demands of local and international ship owners and their handling agents and contractors,
by providing a range of comprehensive services. Our customers are now able to charter our OPL Boats
to transport their stores, spare parts, provisions and crew to and from vessels passing Singapore at
OPL. With ownership of the entire supply chain of boats, land transport, warehouse and yard storage
and material handling facilities, we are able to offer our customers a one-stop solution to meet their
needs for marine logistics services.
On 29 January 2004, we incorporated our Company as a public company limited by shares.
Subsequent to the Restructuring Exercise, our Company is now an investment holding company of our
Group. Please see pages 58 to 61 of this Prospectus on the “Restructuring Exercise”.
65

INDUSTRY OVERVIEW
OVERVIEW OF THE SHIPPING SERVICES, OFFSHORE SUPPORT SERVICES AND SHIP REPAIR
AND MAINTENANCE INDUSTRIES
Shipping Services
With the advantage of being strategically located between the East and West shipping route, the Port
of Singapore has become one of the world’s busiest ports. Ships calling at Singapore port to load or
unload cargo constantly require marine support services such as heavylift operations, afloat repairs,
supplies and barge services. Ships passing Singapore on their way to the next port also use Singapore
for their re-supply of fuel, water, provision and crew change at OPL. So long as the Singapore port
continues to be one of the world’s busiest in terms of vessel and cargo tonnage, the local marine
logistics industry will be vibrant as ship owners or their local handling agents and contractors will
require support services to carry out re-supply, cargo handling and repair/maintenance work.
Offshore Support Services
The oil and gas industry operating offshore activities in this region has its unique offshore support
requirements. The oil and gas companies utilise offshore vessels, tugboats and barges for their seismic
work, exploration, production and maintenance operation. These vessels are usually chartered from
local support vessel owners and operators such as our Company. The offshore support vessels are
used to tow, moor and anchor oil rigs, platforms and work barges to designated locations where oil and
natural gas exploration, development and production activates are carried out. These vessels also
transport personnel, cargo, supplies (including provision, spare parts and equipment), carry out
standby duties and anchor handling. Depending on the nature of the requirements at different stages
of development of the oil and gas facilities, support vessels of different capacities (e.g. physical size,
horsepower or characteristics) are used.
The offshore support services industry is directly affected by the level of activities in the offshore oil and
gas industry. These activities are in turn affected by factors such as fluctuations in oil and natural gas
prices, the presence of oil fields, the prices of alternative fuels or energy supply, changes in capital
spending by customers in the offshore oil and gas industry, and worldwide demand for oil and gas. The
oil and gas industry is also affected by the laws, regulations, policies and directives of the oil and gas
producing countries. High oil and gas prices tend to lead to an increase in the level of oil and gas
exploration, development and production as prices are able to support the capital spending for such
activities. With the continuing activities of the oil and gas industry in the region, the demand for offshore
support vessels and services remains strong.
Ship repair and maintenance
Singapore’s strategic location along the international sea lanes ensures a heavy volume of mercantile
traffic passing through Singapore which will require marine logistics support in the form of tugboats and
barges and OPL Boats. The offshore oil and gas industry in this region adds to the demand for offshore
support vessels to supply and support their operations.
These support vessels need to be regularly maintained and repaired to maintain their seaworthiness
and to meet certification requirements. Hence there is demand for ship repair yards in Singapore
catering to various sizes of vessels. Over the years some of the ship repair yards have been relocated
to neighbouring countries while some were converted to be ship or rig builders. However Singapore
yards are still able to maintain their competitiveness due to higher productivity and specialisation in
niche markets. Singapore’s status as an established logistics hub, where vessel spare parts and
equipment are readily available and competitively priced, also contributes to the competitiveness of the
yards. By having vessels repaired in Singapore, repair leadtime for vessels is thus reduced. Together
with the skill level of our workers and the established reputation of Singapore as a ship repair centre,
ship repair business for Singapore-based yards will continue to be a viable industry in the foreseeable
future.
The ship repair yards of our Group cater specifically to marine support vessels up to 3,000 DWT and
our Directors are confident that demand for repair and maintenance for vessels in this niche market will
remain strong.
66

OUR BUSINESS
Principal Activities
Our principal business activities are:
(1) the provision of marine logistics services
(2) the provision of ship repair and maintenance services
Marine Logistics Services
Our Group provides marine logistics services for the shipping and offshore oil and gas industries
through owning and operating OPL supply Boats, offshore support vessels, tugboats and barges to the
following:
(1) local and international ship owners and their local handling agents who charter our OPL Boats to
transport stores, equipment, provisions and crew to vessels passing Singapore at OPL. With
ownership of the entire supply chain of boats, land transport, warehouse and yard storage and
material handling facilities, we are able to offer our customers a one-stop round-the-clock solution.
(2) customers in the oil & gas industry who utilise our vessels for transportation work. This generally
involves the charter of our offshore support vessels to transport cargo, fuel and potable water from
shore to their offshore facilities and vice versa. With our tugboats and barges we are also able to
provide transport solution to our customers to move heavy cargo such as pipes and offshore
structures.
(3) customers in seismic surveys, dredging and mining operations who may charter our vessels for
escort and to serve as a guard to prevent collision with oncoming vessels (known as chase boat
operation within the industry) during seismic surveys or dredging operations. Mining operators
would use our vessels for moving their heavy equipment to the mine site. Our vessels are also
employed to perform salvage or pollution control operations by the salvors.
The duration of charter of our vessels ranges from hourly basis (for OPL services) to longer term
contracts of up to a year. Besides operating in South East Asian countries such as Indonesia, Malaysia,
Vietnam and Thailand, our vessels have been deployed by our charterers in regions as far as East
Africa and Japan.
We operate a young and modern fleet and continually renew our fleet to meet market needs and to
develop our shipbuilding capabilities. We also buy and sell vessels at times to capitalise on market
opportunities. To ensure that the sale of vessels does not impede our ability to service our customers
and to expand our fleet capacity, it is our corporate policy to build two such vessels for every one sold,
taking into consideration other factors such as anticipated market demand.
Ship Repair And Maintenance Services
Our subsidiary SML operates our ship repair and maintenance yards at 58 and 60 Penjuru Lane,
Singapore and has the capability to carry out both dry docking and afloat repairs. With 2 slipways,
waterfront and a 3,000 DWT docking yard, the facilities cater to our market niche of smaller to mid-sized
capacity support vessels plying this region. Our customers are generally owners of small tankers,
tugboats and barges and other smaller crafts. We believe our repair facilities coupled with our
experienced workforce are able to offer efficient and competitively priced services. This enables us to
release the customers’ vessels back into operations faster than lower cost yards for the same type of
work, thereby reducing the vessel downtime for our customers.
We also build tugboats and barges for our own use and for other customers to complement our ship
repair and maintenance service capabilities.
67

Marketing
The marketing of our Group’s marine logistics services in Singapore is handled by our Executive
Chairman Mr Yeo Chong Lin and Chief Executive Officer Mr Alex Yeo Kian Teong while the business
partners in our Indonesian and Malaysian associated companies handle the marketing in their
respective countries. In FY2003, a substantial portion (62.6%) of our sales were repeat business from
long standing customers who value the reliability and competitiveness of our services. As a result of our
presence in the industry for more than three decades, we are well known in the market and customers
would call us whenever they have specific marine transportation or logistics needs. New customers are
the result of both referrals from satisfied customers and the marketing efforts of our management team.
From time to time, we advertise in trade publications and directories to increase our profile.
Going forward, as the Group expands its geographical base of operations, trained and experienced
marketing professionals will be hired to strengthen our marketing resources to meet the growth
objectives of our Group. We will increase the number of marketing personnel in our Group to enhance
our market presence and increase our market share in the region. We will also strengthen our corporate
presence in growth markets such as Malaysia to offer our services to new customers.
The marketing of our ship repair and maintenance business is undertaken by our Executive Chairman
Mr Yeo Chong Lin, Chief Executive Officer Mr Alex Yeo Kian Teong and the Managing Director of SML
MrEKLim.MrEKLimhasbeen with the local ship repair business for 12 years before joining SML
in 1998 and has a good knowledge of the industry. A substantial portion of SML’s annual turnover
comes from repeat business of regular customers. We position our yard as a reliable maintenance
service provider that can satisfy the customers’ vessel licensing and seaworthiness requirement. We
are thus generally able to compete effectively against the repair facilities in lower cost neighbouring
countries.
Where opportunities arise, sale of vessels are usually contracted through brokers or agents who are
paid a sales commission upon successful completion of each sale.
Credit Policy
For short term hire of our vessels we will invoice our customers based on agreed hourly or daily rates
for the duration of use of our vessels. We normally extend credit terms of 30-90 days to our regular
customers or longer terms on a case-by-case basis to those customers who have demonstrated their
creditworthiness. The trade debtors’ turnover days for the financial years ended 31 December 2001 and
31 December 2002 were 151 days and 201 days respectively. The relatively long trade debtors turnover
days was mainly attributable to extended credit terms to associated companies and 2 customers who
were not prompt in their payments, for which provision for doubtful debts has been made. In the
financial year ended 31 December 2003, our trade debtors’ turnover days was 113 days. This relatively
long trade debtors turnover days was mainly attributable to extended credit terms to associated
companies. For new customers a credit limit is imposed according to their assessed creditworthiness
and this may be increased over time in terms of credit limit and credit terms when good payment
records have been established.
For longer term charter of our vessels, a standard maritime charter contract commonly used in the
industry is signed with the customers. Terms and conditions of charter and rates and mode of payment
are stated therein and complied with.
Payments via irrevocable letters of credits and telegraphic transfers are the normal mode of payment
by customers when vessels are sold to them.
Ship repair customers are accorded 30-90 days’ credit terms or longer terms on a case-by-case basis
to pay their bills while new customers are often required to pay their bills when taking possession of
their vessels after the completion of repair or maintenance work at our yards.
68

Operation Process
OPL Services
Our Group provides ship owners and local shipping agents with services to commercial ships passing
Singapore at OPL. With our diverse range of OPL Boats and other support facilities, we are able to load
and unload all types of spare parts and provisions, handle odd size and heavylift cargo, and transport
crew to and from ships. We are also able to facilitate repair works and changing of anchor and chains
with our range of OPL Boats and barges.
Besides being one of the pioneer operators in this field, we currently have a fleet of 5 dedicated OPL
Boats all with different characteristics to cater to the different needs of our customers. With our own
warehouse facilities, forklifts, cranes and land transport vehicles, we are able to add value to support
our OPL services.
A brief description of the operational process of this service is as follows:
Receive and record orders for OPL Boats from customers.
Assign job order to Master of OPL Boat with job details.
Monitor progress of job order.
Coordinate loading schedule with our warehouse personnel
and other contractors and suppliers.
Execute delivery services in accordance with requirements
stated in job order.
Submit report to customers upon completion of services.
Receive and record orders for OPL Boats from customers
We receive orders for our OPL Boats from our customers, which may be the ship owners or their local
agents, by telephone, email or facsimile. These customers would specify their requirements on the
types of OPL Boats or other vessels, the load to be transported by us, the place and time of
load/unload, and other special requirements. Where third parties are assigned to supply the customers
with the required items, the particulars of the third parties and any freight forwarders engaged to
transport the items would be provided by the customers. All the information would be recorded by us
on a job sheet.
69

Assign job order to Master of OPL Boat with job details
The job order for the customer would be assigned to a Master of our OPL Boat, in accordance with the
customer’s requirements (for example, tugboats and barges required to carry out any repair works or
the changing of anchors or chains). The responsibility of the Master is to ensure the proper and timely
delivery of the items as required under the job order. We have established standard procedures for the
implementation of the job order.
Monitor progress of job order
To ensure proper and timely execution of the job order, the Master will provide periodically, updates to
our Operation Managers. Where the Master anticipates any potential problems that may arise from the
execution job order, this would be raised with the management at the earliest opportunity. Where there
are changes to the order by the customer, these changes would be communicated to the Master and,
to the extent practicable, appropriate actions would be taken by the Master and our staff to
accommodate the customer.
Coordinate loading schedule with our warehouse personnel and other contractors and suppliers
To effectively manage our risk in respect of losses or damages to the items delivered by third party
contractors and suppliers as required by our customers, we have adopted a “just-in-time” delivery
policy such that the third party contractors and suppliers are expected to deliver their items to us
generally within an hour before the scheduled time for uploading to our OPL Boat for delivery to the
customer. Prior to the uploading to our OPL Boats, the items delivered by the third party contractors or
suppliers could also be stored in our warehouse under the custody of our warehouse personnel.
It is a term of our contract with our customer that we would not be liable for any losses or damages to
the spare parts, cargo, provisions and other items delivered by the third party contractors or suppliers
to our customer, once they are loaded on board on our vessel, except for such losses or damages
arising from our wilful defaults or negligence.
Execute delivery services in accordance with requirements stated in job order
After the items required by our customers are loaded onto our OPL Boat, the Master will conduct a
pre-operation check to ensure the sea-worthiness of the OPL Boat, and if the OPL Boat passes the
pre-operation check the Master would give the approval for the OPL Boat to set off to deliver the items
to the customer at the scheduled time and place. The Master will be overall in command and in charge
of the operation of the OPL Boat for the trip to deliver the items to the customer. He will have to comply
with all safety regulations with regard to the safe operation of the OPL Boat at all times, regardless of
whether the delivery is done during the daytime or night-time, or the weather conditions.
Once the OPL Boat reaches the vicinity of the customer’s ship, the Master will make contact with the
ship’s Master to arrange for the loading or unloading of the items to the customer’s ship. Where the job
order requires it, we would also assist in repair works and the changing of anchor and chains.
Submit report to customers upon completion of services.
Upon completion of these services for customers, we would submit a report to our customers. Based
on the report, we would present our invoice, together with other support documents if required, to our
customers.
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Offshore Support services
Customers who charter our offshore support vessels are mainly from the oil and gas industry, others
include those in the dredging, mining and salvage industries. Our offshore support vessels are typically
chartered on contracts for periods of a few days up to a year on time charters or contracts of
affreightment. We also offer other value added services such as warehouse and fabrication facilities to
these customers. If necessary, we charter third party vessels to service our customers. The operational
process for our offshore support vessels varies with different types of contracts and job requirements
for the different stages of oil & gas production. Generally the operational process is as follows:
Receive request from customer to quote or to submit tender.
Submit quotation or tender documents.
Coordinate with third party surveyor appointed by customer to
conduct suitability inspection (if required).
Receive letter of intent from customer subject to compliance with
third party surveyor’s recommendation list (if any).
Attend to surveyor’s recommendation (if any) and notify customer
of readiness upon completion of rectification.
Final survey by third party surveyor, and formalise charterparty
agreement.
Complete “on-hire” survey and commence charter.
Submit daily report of vessel to customer during the charter period.
Receive request from customer to quote or to submit tender
Our customer may, when it embarks on a new offshore exploration project, request that we submit a
quote or tender for the provision of offshore support vessels. Where it is a tender, our customer will set
out its requirements and the terms and conditions of the tender. The tenders that we are invited to
participate in are usually private tenders from companies in the oil and gas industry.
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Submit quotation or tender documents
Where we are able to meet customer’s requirements, we would proceed with the preparation of the
quotation or the tender documents. In the process, it may be necessary for us to seek clarification with
our customer on technical and commercial requirements of charter. Once the quotation or tender
document has been finalised by our Directors, we would submit the quotation or tender document to our
customer.
Coordinate with third party surveyor appointed by customer to conduct suitability inspection (if required)
Our customer may appoint a third party surveyor to inspect the suitability of our offshore support
vessels for its requirements, and we would have to coordinate and work with the third party surveyor
for the inspection of our vessels.
Receive letter of intent from customer subject to compliance with third party surveyor’s
recommendation list (if any)
Prior to the award of the contract to us, it is industry practice that the customer would issue a letter of
intent on our engagement to provide the offshore support vessel. The letter of intent would usually
impose a condition that we have to comply with the recommendations of the third party surveyor
appointed by our customer.
Attend to surveyor’s recommendation (if any) and notify customer of readiness upon completion of
rectification
We would work closely with our customer and the surveyor to rectify any inadequacies or shortcomings
as identified by the surveyor in its survey. Upon completion of the rectification, we would notify the
customer of our readiness for a final survey by the surveyor.
Final survey by third party surveyor, and formalise charterparty agreement
The surveyor will make a final survey of our offshore support vessels and give a final report to our
customer. In the meantime, we would prepare the charterparty agreement for approval by our customer.
The charterparty agreement that we enter into with our customer is typically based on standard form
agreement issued by BIMCO.
Complete “on-hire” survey and commence charter
Once the “on-hire” survey is completed by the surveyor, the charter would commence. “On-hire” survey
is an inspection of the vessel to ascertain its condition done either by an appointed third party or jointly
by our customers and us.
Submit daily report of vessel to customer during the charter period
During the charter period, the Master of the vessel would report to us on the status of the charter and
condition of the vessel and crew. Accordingly, we would submit the daily report of the vessel to our
customer.
Ship Repair and Maintenance Services
Vessels need to be regularly maintained and repaired to maintain their seaworthiness and to meet
certification requirements. The ship repair yards of our Group cater specifically to marine support
vessels up to 3,000 DWT.
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Generally the operational process is as follows:
Receive enquiry and review repair and/or maintenance work
requirements of the vessel.
Prepare cost estimates and submit quotation to customer, and if
accepted by customer, receive confirmation from customer to
proceed with repair and/or maintenance work.
Issue work order to repair manager and/or dock master.
Receive and dock/anchor vessel and execute repair and/or
maintenance work.
Coordinate inspection by classification society surveyor upon
completion of repairs to ensure compliance with classification
requirement.
Undock and redeliver the vessel to customer upon their acceptance
of work done.
Receive enquiry and review repair and/or maintenance work requirements of the vessel.
Our customer would make enquiry of the availability of our dock and repair facilities. Where our facilities
are available to support the repair work required by our customer, we would obtain the repair and/or
maintenance work requirements of the vessel from our customer and review these requirements in
preparation for the repair work to be done.
Prepare cost estimates and submit quotation to customer, and if accepted by customer, receive
confirmation from customer to proceed with repair and/or maintenance work
Our managing director and the yard manager would prepare the cost estimates and submit our
quotation for the repair and/or maintenance work to our customer. If our quotation is accepted by our
customer, we would receive confirmation from our customer to proceed with the repair and/or
maintenance work.
Issue work order to repair manager and/or dock master
Once confirmation of work order is received from our customer, we would assign the work order to our
repair manager and/or dock master. The repair manager is overall in charge of the repair work to be
done to our customer’s vessel. The dock master is in charge of scheduling and receiving our
customer’s vessel and docking it in our dockyard. The repair manager would coordinate with our
customer for the delivery of the vessel in accordance with docking and repairs schedule.
The repair manager will also plan and decide on the equipment and/or materials and manpower
requirements for the execution of the repair works. He will make arrangements for the supply of the
equipment, parts and materials. We will appoint the necessary contractors and deploy our employees
to undertake the repair works.
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Prior to executing the repair woks, the sections of the vessel that requires repair will be inspected by
our shipyard safety officer who will issue a permit-to-work clearance certifying that the repair works may
proceed.
Receive and dock/anchor vessel and execute repair and/or maintenance work
The repair manager and docking manager would coordinate with our customer for the delivery of the
vessel to our ship repair facilities. Vessels which require afloat repairs are anchored at our berth space
and those which require dry-docked repairs are accordingly docked at our dry dock.
After the vessel is berthed or docked, the required repair works are undertaken at our shipyard. Some
of the types of repair works undertaken by our Group are:
• Retrofitting
This involves the fitting of structures or equipment onto a vessel or upgrading of the vessel for
additional uses or functionality, such as the installation of fire-fighting systems, fabrication and
installation of a deckhouse, or the fitting of a crane onto a barge.
• Renewal works
This involves the replacement of damaged or worn-out sections of the hull, machinery, electrical
and/or piping system of a vessel.
• Blasting and painting
We use high-pressure blasting equipment to remove old coatings of paint from the hull, and apply
a fresh coating of marine paint over the surface of the hull.
• Electrical and electronic works
This includes the servicing and calibration of electrical equipment, repairing of wiring and cabling
systems and navigational aids such as radars, as well as communication equipment such as
radios and phones.
• Mechanical works
We perform mechanical works such as withdrawal of tail shafts, removal of propellers and rudders
for servicing and repair. In addition, we overhaul main and auxiliary engines, pumps, valves,
winches and windlass.
The repair manager monitors progress of work to ensure compliance with scope of work and time
schedule.
Coordinate inspection by classification society surveyor upon completion of repairs to ensure
compliance with classification requirement
Upon the completion of the repair and/or maintenance works, we arrange for the classification society
surveyor to inspect the vessel to ensure compliance of the vessel with the relevant classification
requirement.
Undock and redeliver the vessel to customer upon their acceptance of work done
Once the vessel has been inspected by the classification society surveyor and is confirmed that the
vessel conforms with the requirements of the classification society and our customer has accepted the
repairs work done, we would undock and redeliver the vessel to our customer.
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Capacity Utilisation of Facilities and Vessels
Ship repair and maintenance
Our ship repair and maintenance facilities comprise a 3,000 DWT drydock, 2 slipways and waterfront
facility where afloat repair and maintenance work can be carried out on vessels sent to our subsidiary
SML.
Dockyard capacity — each dockyard can be used 335 days a financial year with the remaining 30 days
set aside for repair and maintenance work to the dockyard itself. In FY2001, FY2002 and FY2003, our
dockyards were utilised at 80.5%, 89.5% and 71.7% of their maximum capacity respectively.
Afloat repair capacity — SML operates one 8 hour shift per day on a 6 day work week. Excluding public
holidays, afloat repairs would be carried out 302 days each year. Depending on the size of the vessels
sent to SML for repair, our afloat repair capacity range from 6 to 9 vessels berthing at any one time. In
FY2001, FY2002 and FY2003, an average of 7, 8 and 7 vessels respectively, were berthed at our afloat
repair facilities at any one time. This represents an average utilisation rate of 77.8%, 88.9% and 77.8%
of our maximum capacity in the last three financial years.
Offshore support vessels
The following table sets out the aggregate number of days in which our offshore support vessels are
available for charter or operations and the aggregate number of days the vessels are used:
FY 2001 FY 2002 FY2003
No. of days available for charter or operations 930 930 930
No. of days used for charter or operations 716 819 914
Utilisation (%) 77.0 88.1 98.3
OPL Boats
The following table sets out the aggregate number of days in which our OPL Boats are available for
charter or operations and the aggregate number of days the vessels are used:
FY 2001 FY 2002 FY2003
No. of days available for charter or operations 1,520 1,675 1,675
No. of days used for charter or operations 1,146 1,245 1,070
Utilisation (%) 75.4 74.3 63.9
Quality Assurance/Repairs and Maintenance
The quality of our services is determined by the efficiency with which our vessels are made available
to customers, whether the specification and condition of our vessels are suitable to meet their
operational requirements and the training of our service personnel to successfully execute the tasks
required by the customers when they charter our vessels.
The maintenance of our vessels to ensure their seaworthiness and that they meet standards required
by customers, classification societies and the Flag States is undertaken by SML. As a business, SML
provides such maintenance and repair services to owners of sea going vessels who are similarly
obliged to ensure and meet the operating and safety standards set by the appropriate authorities in the
different countries whose waters their vessels operate in.
Generally these maintenance programmes would ensure that:
(1) the physical seaworthiness of the vessels meets the standards prescribed by the relevant
authorities of Flag States and for certification purposes;
(2) the equipment installed in our vessels are well maintained and calibrated to function accurately for
the purposes for which they were installed;
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(3) the vessels are equipped with appropriate spare parts to cope with any emergency when at sea;
(4) operating manuals for the vessel, equipment and spares are available at all times and any
modification, repair or additions are properly documented for reference; and
(5) the required safety equipment are installed and maintained to ensure their effectiveness.
In addition, the overall maintenance of our fleet of vessels is done onboard the vessels by our crew in
accordance with our Group’s planned and scheduled maintenance programmes. All spare parts,
equipment and materials required for maintenance are controlled through our own in-house
management system.
Senior ship officers supervise all maintenance and repair works, with the vessel’s Master or Chief
Engineer signing off the work done.
As our crew is tasked with carrying out preventive maintenance, our vessel’s Master and Chief
Engineer have the responsibility to ensure that vessel is in operational readiness at all times. Any
equipment or item that requires attention must be attended to immediately. In addition, our Marine/
Technical Superintendent conducts regular inspection on our vessels to ensure their operational
readiness.
Physical inspections are carried out prior to commencement of each new charter as well as at the end
of charter to determine if any repair is required.
In addition to our Group’s own repair and maintenance programmes, our vessels are also required to
comply with annual or special surveys carried out by statutory authorities such as those of the flag
states and the vessel classification societies. These classification societies include Bureau Veritas and
Germanischer Lloyd. These surveys are carried out in accordance with strict rules and regulations
covering all aspects of the vessel’s deck and engine including navigational, safety, lifesaving and fire
fighting systems and equipment.
Unforeseen damages, non-conformities and breakdowns that occur during operations must be reported
to management for appropriate action to be taken, including the prevention of future similar
occurrences.
Currently, our vessels do not require ISM certification. As our Group expands our fleet to operate
vessels above 500 GRT, we are now working towards attaining the ISM certification for all our offshore
vessels. Please see pages 86 and 87 on “Prospects” and “Future Plans and Business Strategy”.
Our good record of repeat marine logistics business constituting 62.6% of our marine logistics sales in
FY2003 attest to the quality and reliability of our services over the past 33 years in this business. The
success of SML in securing business against lower cost ship repair facilities located in neighbouring
countries attests to the quality of its vessel maintenance programme provided to our own vessels and
that of our customers.
Research & Development
We do not conduct research and development as it is not in the nature of our business to engage in
research and development activities.
Intellectual Property Rights
Our businesses are not materially dependent on any patent, patent rights, licences, processes or other
intellectual property. We do not own any trade mark or patent and have not paid or received any
royalties for any licences or use of any intellectual property.
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Insurance
Our vessels are covered under hull and machinery insurance in respect of any loss or damage to their
hull and machinery. In addition, our offshore support vessels are covered under insurance provided by
the Protection and Indemnity Club for losses or damages not covered by the hull and machinery
insurance, for example in respect of claims for crew casualties, oil-spills and damages to other third
parties’ properties. Our workers are covered under workmen compensation insurance as required by
law. In addition, we also maintain insurance for public liability, and insurances for our vehicles as
required by law.
Government Regulations
Our Group companies are subject to the laws and regulations which are of general application in the
jurisdictions in which the Group companies carry on business and operations. Apart from these laws
and regulations, Swissco Offshore and SML are subject to the specific laws and regulations of
Singapore, and international conventions, standards, protocols and codes applicable to the maritime
industry, as set out in the following paragraphs.
(a)
Merchant Shipping Act (Chapter 179) of Singapore
Our OPL Boats and offshore support vessels are subject to the provisions of the Merchant
Shipping Act (Chapter 179) of Singapore (“MSA”). The MSA provides for the regulation of vessels
in respect of, amongst others, the following matters:
• Registration of vessels in Singapore
• Manning of ships, and training and certification of qualified officers and seamen
• Crew matters, including crew agreements, seamen’s wages, provisions and water to be
provided to seamen, medical stores, disciplinary offences and engagement and discharge of
seamen
• Survey and inspection of vessels
• Safe operation of vessels
• Standards and construction of and equipment of vessels
• Collision regulations
Our offshore support vessels which are registered under the Singapore flag have been issued
with certificates of registration by the MPA. These certificates are only issued to vessels which
have met the requirements specified in the MSA.
(b)
Prevention of Pollution at Sea Act (Chapter 243) of Singapore
Our vessels are subject to the provisions of the Prevention of Pollution at Sea Act (Chapter 243)
of Singapore (“PPSA”). The PPSA Act gives effect to the International Convention for the
Prevention of Pollution from Ships 1973 (“MARPOL”) and to other international agreements
relating to the prevention, reduction and control of pollution of the sea and pollution from ships.
The PPSA seeks to prevent pollution from vessels through the discharge of oil, refuse, garbage,
waste matter, trade effluent, plastics or marine pollutants. The PPSA prescribes the preventive
measures to be taken against pollution of the sea. These include imposition of fines on the
discharge of pollutants into the sea, keeping of oil record books and duty to report any discharge
of harmful substances. The PPSA also vests in MPA the power to recover any damages and costs
from the shipowners in respect of any measures reasonably taken by MPA to remove, prevent or
reduce any damage or contamination resulting from the discharge of the pollutants by the ships.
(c)
Merchant Shipping (Civil Liability and Compensation for Oil Pollution) Act (Chapter 180) of
Singapore
Our vessels are subject to the provisions of the Merchant Shipping (Civil Liability and
Compensation for Oil Pollution) Act (Chapter 180) of Singapore (“CLCA”). The CLCA gives effect
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to the International Convention on Civil Liability for Oil Pollution Damage 1992 (“CLC”) and to the
International Convention on the Establishment of an International Fund for Compensation for Oil
Pollution Damage 1992 (“FUND”). The CLC and FUND set out the international rules and
procedure for dealing with liability and compensation for oil pollution damage.
Under the CLCA, compensation for oil pollution damage is initially paid by the shipowner.
However, the CLCA provides for limitation of shipowner’s liability. Additional compensation is
available, if needed, from the International Oil Pollution Compensation Fund, which is contributed
by importers and receivers of oil.
(d)
Conventions under the International Maritime Organisation
The International Maritime Organisation (“IMO”) is an agency of the United Nations which is
responsible for the adoption of measures to improve the safety of international shipping and to
prevent marine pollution from ships. Singapore is a member of the IMO.
Through regular conferences, IMO adopts conventions. The majority of conventions adopted
under the auspices of IMO or for which IMO is responsible fall into three main categories. The first
category is concerned with maritime safety, the second with the prevention of marine pollution and
the third with liability and compensation, especially in relation to damage caused by pollution.
Singapore has implemented the various conventions adopted by IMO, through legislation enacted
and regulations promulgated by the Singapore Government. Besides MARPOL, CLC and FUND,
the other conventions with their regulations and codes which materially affect our Group’s
business and operations are set out below:
(i)
International Convention for the Safety of Life at Sea 1974 (“SOLAS”)
The Merchant Shipping (Safety Convention) Regulations (the “Safety Regulations”) issued
under the MSA gives effect to the SOLAS. The Safety Regulations specifies the standards
for inspection and surveys, the construction, structure and design of vessels, the installation
of equipment, machinery, fire protection, detection and extinction systems, life-saving
appliances and radio-communications systems on board a vessel. Safety standards on
navigation, carriage of cargoes, carriage of dangerous goods and management for the safe
operation of ships are also set out in the Safety Regulations.
(ii)
International Safety Management Code (“ISM Code”)
The International Safety Management Code (“ISM Code”) adopted by IMO was made
mandatory under the Safety Regulations. The ISM Code sets out the measures to ensure
safety at sea, prevent human injury or loss of life, and avoid damage to the marine
environment and property. The ISM Code is applicable to all vessels above 500 GRT.
As at the Latest Practicable Date, our vessels are not required to comply with the ISM Code.
However, we intend to build or acquire vessels with 500 GRT and above, and accordingly,
these vessels would be subject to the ISM Code. Please see pages 86 and 87 on
“Prospects” and “Future Plans and Business Strategy”.
The ISM Code requires a safety management system (“SMS”) to be established by the
shipowner. The SMS sets out the procedures by which the safety and pollution prevention
aspects of a ship are managed, both ashore and on board.
(iii)
International Ship and Port Facility Security Code (“ISPS Code”)
The ISPS Code came into effect on 1 July 2004, and introduces special measures to
enhance maritime security. These measures are incorporated into the SOLAS. These
maritime security measures are necessary to safeguard world maritime trade from the
threats of terrorist attacks. The shipping community and port facilities are to adopt and
implement maritime security measures, processes and documentation required under the
ISPS Code by 1 July 2004.
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In implementing the maritime security measures and requirements, it is the shipowners’
responsibility to ensure that:
(1) the ship’s crew and shore personnel who are in positions responsible for implementing
maritime security have a good knowledge of the requirements of the ISPS Code;
(2) there is a framework established within the company and ship to facilitate the efficient
and effective implementation of the measures on board and at the port facilities as part
of the ship’s operation; and
(3) full management support is provided at all levels with the organisation structure and
system given their due priority in emphasing maritime security.
The MPA has issued a circular stating that from 1 July 2004, ships not found in compliance
with the maritime security requirements will be subject to control and compliance measures.
These measures include delay of the ship from entering the ports, detention of the ship at
the ports and explusion of the ship from the ports.
As at the Latest Practicable Date, our vessels are not required to comply with the ISPS
Code. However, we intend to build or acquire vessels with 500 GRT and above, and
accordingly, these vessels would be subject to the ISPS Code. Please see page 87 on
“Future Plans and Business Strategy”.
(iv)
Seafarers’ Training, Certification and Watchkeeping Code (“STCW Code”)
The International Convention on Standards of Training, Certification and Watchkeeping for
Seafarers, 1978 (“STCW Convention”) prescribes the minimum standards relating to
training, certification and watchkeeping. The STCW Code expands upon the STCW
Convention and contains provisions on certification of marine, engineering and radio
officers, training requirements, and matters on navigational watch, engineering watch, and
radio watchkeeping.
As a prerequisite of employment, our officers are required to have valid STCW certificates
issued by the certification authorities of their respective domiciles.
(e)
Factories Act (Chapter 104) of Singapore
Any premises in Singapore which are to be used as factories are required to be registered under
the Factories Act. The application for registration should be submitted not less than one month
before the operation of the factory. A factory is defined under the Factories Act to include any yard
in which ships are constructed, reconstructed, repaired, refitted, finished or broken up. The Chief
Inspector who is responsible for the registration of factories will issue a certificate of registration
to the occupier on being satisfied that the premises are suitable for use as a factory. The certificate
of registration is valid for one year and may be renewed on payment of the renewal fee. If the
premises become unfit for occupation as a factory, the Chief Inspector would issue a notice to the
occupier to comply with such requirements as may be specified in the notice. If the occupier fails
to comply with the requirements in the notice, the registration of the factory may be revoked.
The Factories Act also prescribes the minimum standards on occupational safety, health and
welfare of persons employed in a factory. Failure to comply with these standards may subject the
owner of the factory to penalties. The Factories (Shipbuilding and Ship-repairing) Regulations
further provide for safety regulations to be observed by the occupier, contractor or employer in
respect of work carried out in a shipyard or on board a ship in a harbour. In particular, the Factories
(Shipbuilding and Ship-repairing) Regulations provide for the appointment of a ship repair
manager to take charge of and coordinate all activities relating to the construction or repair of the
ship.
Our premises at 9 Pandan Road, and 58 and 60 Penjuru Lane are registered under the Factories
Act.
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Save as disclosed above, all our fixed assets are not subject to any regulatory requirement that may
affect the Group’s utilisation of the fixed asset.
Employees
The numbers of our full-time employees as at 31 December for each of the last three financial years
are as follows:
2001 2002 2003
Number of full-time employees 108 108 109
The functional distribution of our employees as at 31 December for each of the last three financial years
are as follows:
Function 2001 2002 2003
Management 6 6 8
Administration and Finance 5 7 6
Operations — Shore 20 21 22
Operations — Vessels 77 74 73
Total 108 108 109
The relationship and cooperation between the management and staff, which are non-unionised, have
been good and this is expected to continue in the future. There were no incidence of work stoppages
or labour disputes which affected our operations.
Property Plant and Equipment
Immovable Property
As at the Latest Practicable Date, the Group owns the following properties:
Location
58 and 60 Penjuru Lane,
Singapore
Land Area
(sq m)
Tenure
8,687 30 years from 1 July 1984
for 58 Penjuru Lane
30 years from 1 June
1984 for 60 Penjuru Lane
Net Book Value
as at
31 December 2003 Use
$2.1 million Shipyard and
office
The properties at 58 and 60 Penjuru Lane are mortgaged to UOB under a credit facility granted by UOB
to Swissco Offshore. Please see the section on “Capitalisation and Indebtedness” on pages 50 to 51
of this Prospectus.
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The Group currently sub-leases the following property from Swissco Structural Mechanical:
Location
Land Area
(sq m) Tenure Use
9 Pandan Road, Singapore 739.05 3 years Handling charter of vessels, warehousing
and steel work fabrication
Please see the section on “Interested Person Transactions” on page 114 of this Prospectus for the
terms of the sub-tenancy.
Vessels
As at the Latest Practicable Date, we own the following vessels:
Name of Vessels Type Year Bought/Built Flag Bhp
Swissco 38 Tug 1997 Seychelles 730
Swissco 88
Swissco Super
Offshore
support
vessel/Tug
Offshore
support
vessel/Tug
1998 Singapore 1700
2000 Singapore 2400
Seatrade 2 Crew boat 1989 Seychelles 730
Swissco 89 Crew boat 1989 Seychelles 730
Swissco 108 Crew boat 1990 Seychelles 650
Swissco Sun Crew boat 1993 Seychelles 730
Swissco 118 Crew boat 1998 Seychelles 1100
Sea Success Water boat 1988 Seychelles 325
Swissco Star Water boat 1992 Seychelles 1060
Swissco Supply Water boat 1996 Seychelles 730
Swissco 12 Work barge 1999 Seychelles N A
Swissco 95 Dumb barge 1993 Singapore N A
Swissco 35 Dumb barge 2003 Singapore N A
Swissco 48 Dumb barge 2003 Singapore N A
Swissco 53 (1) Dumb barge 2003 Singapore N A
Swissco Perth Dumb barge 2004 Singapore N A
SMLOG 1 Work barge 1989 Singapore N A
SMLOG 2 Work barge 1990 Singapore N A
SMLOG 3 Work barge 1991 Singapore N A
SMLOG 6 Work barge 1980 Singapore N A
SMLOG 8 Work barge 1989 Singapore N A
Notes:
(1) As at the Latest Practicable Date, Swissco 53 was mortgaged to Maybank as part of the terms and conditions of a loan
facility under which up to $1.0 million was made available to Swissco Offshore. Please see page 51 on “Capitalisation and
Indebtedness”. As at the date of the Prospectus, subsequent to the Latest Practicable Date, Swissco 53 has been disposed
of and the mortgage over the vessel has been discharged. The other vessels are unencumbered.
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Other Property, Plant and Equipment
Apart from the immovable property and the vessels set out above, our other assets comprise
vessels-in-construction, assets on board vessels, motor vehicles, plant and machinery, renovation,
furniture and fittings, office equipment and computers. The aggregate net book value of these other
fixed assets as at 31 December 2003 amounted to approximately $3.47 million.
Staff Training
We believe that employees at all levels of appointments should be provided with sufficient instructions
and guidance to enable them to perform their present job efficiently and to prepare themselves for
future jobs within the Company. Our training policy aims to fully develop the potential of each and every
employee through the provision of adequate opportunities and facilities within and without the company
to improve the employee’s knowledge and skill.
Our recruitment policy is to hire those who have been trained institutionally or on the job to be placed
in jobs most suited to their ability. This also applies to foreign workers especially vessel crew who
received training in basic seamanship from or are qualified by their local training institutions that are
recognised by their local certification authority. We hire as officers of our vessels, experienced seamen
who undergo cadet and officer training to attain their officer certificates.
In addition crews manning our vessels receive shipboard, shore based, shipmaster and senior officer
training as appropriate.
Shipboard training — Every crew is required to attend familiarisation training on board our vessels prior
to joining them. The training includes the operation of the fast rescue boats, knowledge of the vessel
operation manual and briefing on company guidelines in compliance with maritime regulations. The
Master of the vessel will verify that the crew has satisfactorily completed the familiarisation training prior
to the departure of the vessel.
Shore based training — Should a crew require any form of training that cannot be conducted on board
a vessel, he would be trained in the company while he is on shore. This applies to computer training,
operation and maintenance of equipment or administrative issues such as updating themselves on
rules and regulations of the various maritime authorities, for example the MPA. Our Operations
Manager will also update our crew on any change in regulations and guidelines that may be applicable
to their vessel or charter operations. Crew are also required to attend courses conducted by the issuing
authorities that govern their crew certificates to keep them current within their local system.
Training of masters and senior officers of vessels — These personnel are required to attend
familiarisation training at our head office on the company’s operational and administrative procedures
prior to joining our vessels.
Other staff of our Group attend external courses as part of their training prior to their being promoted
to assume higher responsibilities. Such training includes courses in information technology, shipyard
safety, quality control, supervisory skills, marketing and other specialist skills such as crane operation,
that are related to their jobs.
The amount of expenditure incurred in relation to training of staff externally for the last three financial
years has not been significant relative to our turnover.
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Major Suppliers
The suppliers accounting for 5% or more of the Group’s purchases during each of the past three
financial years are as follows:
Supplier Product Percentage of Total Purchases (%)
FY2001 FY2002 FY2003
Hock Woon Shipbuilding and Repair labour 9.7 3.0 —
PSY Marine Pte Ltd fuel oil 8.8 7.1 4.6
Hong Fatt Oil Industry Trading Co fuel oil 8.7 7.9 2.9
Ho Ah Lam Ferrocement (Pte) Ltd fresh water — — 7.7
None of the Directors or substantial shareholders have any interest, direct or indirect, in the above
suppliers.
Major Customers
Over the years, we have established good working relationships with our diversified base of customers
from different industries. We do not rely on any major customers, due to the project-based nature of the
marine logistics business. The customers who accounted for 5% or more of our sales in each of the
past three financial years are as follows:
Customer Percentage of Sales (%)
FY2001 FY2002 FY2003
PT Swisko Berjaya 2.4 21.1 12.9
Geocean S.A.S — 7.9 5.2
Swiber Offshore Pte Ltd — (1) 0.7 11.4
Huang Procurement Pte Ltd — — 6.7
Kea Group of Companies — — 5.7
Petroleum Geo-Service Asia Pacific Pte Ltd 5.6 — —
United Subsea Services Ltd 7.4 — —
Note:
(1) Less than 0.1%.
PT Swisko Berjaya and Swiber Offshore Pte Ltd are our Group’s associated companies. PT Swisko
Berjaya is a ship owner, operator and charterer, providing marine logistics services to customers based
mainly in Indonesia. Swiber Offshore Pte Ltd is also a ship owner, operator and charterer, providing
marine logistics services to customers. Please see page 63 of the Prospectus for details of these
associated companies. None of the Group’s directors or substantial shareholders have any interest,
direct or indirect, in any of the above customers.
Competition
The principal competitive factors in the OPL and offshore support services industry are the specification
and availability of vessels, charter rates, comprehensiveness of the other value adding services that
operators provide to their customers and quality of service rendered by the crew. The specification of
the vessel would determine the type of support services that customers may use the vessel for during
the period of charter.
As the Group’s business is capital intensive in nature there are a few companies in this region that
operate a range of vessels as our Group in providing support to both the OPL and offshore support
service sectors. Although there are a handful of operators with very large fleets there are also many
operators with smaller number of vessels that compete with us in either the OPL or offshore support
service sectors. We consider Jaya Offshore Pte Ltd, Labroy Shipping Pte Ltd, Maritime (2002) Pte Ltd
and CH Offshore Ltd to be our competitors in offshore support services. We consider one of our
competitors in OPL services to be Searching Offshore Pte Ltd.
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Our ship repair and maintenance business competes with both Singapore and Batam based yards that
cater to vessels of the same size. There are not many of such yards in Singapore as they have been
relocated elsewhere. We consider, amongst others, ASL Shipyard Pte Ltd, Goldai Pte Ltd, North
Shipyard Pte Ltd, Otto Industries Pte Ltd and PM Coast Pte Ltd which are Singapore based yards
offering similar ship repair capabilities, as being in competition with SML.
SML is able to compete effectively because of our work productivity resulting from our workers’ skills
and competency. We are therefore able to complete the repair and maintenance work in a shorter time
thus reducing the vessels’ downtime for the ship owners. This effectively compensates for the higher
repair rates charged by SML as compared to those offered by yards elsewhere. In addition SML renders
technical advice to customers on compliance with certification requirements and extending the
seaworthiness of their vessels whilst minimising repair and operational costs. These add value to SML’s
services and enhance our competitiveness.
Our directors are not aware of any published statistics on the respective industries that would enable
us to compute our market share in the OPL, offshore support, and the ship repair businesses.
We believe that the barriers to entry into our business are relatively high in terms of capital required to
acquire the substantial assets (such as established marine logistics infrastructure, vessels and
slipways and dry docks) as well as market accessibility to be in either the marine logistics or repair and
maintenance business. The fact that there are many players in the industry with only one or two vessels
available for charter illustrates the difficulty in securing capital to expand their fleet. This is exacerbated
by the competitive charter rates that discourage the addition of costly new vessels to their fleet. With
respect to our ship repair and maintenance business, the limited availability of waterfront facilities in
Singapore and the presence of lower cost facilities elsewhere tend to discourage new entrants into this
business.
Our directors also believe that the long standing business relationship developed between our
customers and us, as well as the experience and expertise of our management and staff in meeting the
needs of both the marine logistics and ship repair and maintenance industries are not easily replicated.
New players in these industries will need to depend heavily on building up a good network of customers
and suppliers to gain entry into a market where customers often rely on established service providers
with a proven track record of reliability and efficiency.
Competitive Strengths
We believe that the following are our competitive strengths:
We were one of the pioneers in the OPL business
When our Executive Chairman Mr Yeo Chong Lin established this business, we were one of the
pioneers in the OPL business in Singapore. Having the first mover advantage to meet the then growing
need for marine logistics for shipping lines, we were able to build a good track record and reputation.
We were also able to establish a level of service that not only enabled us to serve our customers, but
also match the rates and service quality offered by newer players vying for a share of the business.
Over the years we had upgraded our vessels and provided logistics facilities such as our own
warehousing and waterfront facilities to meet the transportation and related support service needs of
our customers. As their businesses in this region grew, we were able to renew and expand our fleet and
other logistics services thereby retaining their custom and growing in tandem with them. Through
referrals and recommendations of satisfied customers from the OPL business, we were able to expand
our customer base as new needs arose in the offshore oil and gas industry and facilitated our entry into
the offshore support service business. Moving forward, we are confident that our long-standing
relationship with our customers and experience in the marine logistics business will stand us in good
stead to further expand our customer base as well as to enter into new businesses as the opportunities
arise.
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We have well-established business relationships with our suppliers and customers
With the advantage of being amongst the first and few when we started our OPL business 33 years ago,
we developed long-standing relationships with our customers over the years and established a track
record of reliable service and good facilities. The fact that 62.6% of our turnover is repeat business and
that our oldest customer, Chevron Texaco Shipping Company, has been with us since 1978 is testimony
to the close and well established business relationships we have developed and maintained with our
customers. Through the years we have earned the trust of our customers as a result of the integrity of
our management, our demonstration of reliability of our services and our ability to support our clients
in the provision of key marine support facilities and personalised services. We believe that our business
model and well-established interpersonal relationships with our customers may not be easily replicated.
Our key executives, Messrs Yeo Chong Lin, Alex Yeo Kian Teong and EKLimhave between them 64
years of experience and expertise in our industry. They have built up a good network of suppliers,
contractors and customers in the marine logistics and ship repair industries. We believe this business
partnership will help the Group to achieve the growth potential of our business in the years ahead.
Coupled with our continuous effort to be cost efficient in our operations and our personalised service
mindset, we are well poised to tap the potential of not only the oil & gas industry, but also the buoyant
marine sector and marine related infrastructure developments within the region.
We are price-competitive and we add value to our customers’ operations
A major element of competition in our industry is the rate of charter offered by various players in the
business. In the OPL sector of our business we have been able to remain competitive despite the
increased competition. We have been able to retain the business of our customers and secure new
businesses as we provide value-added services to our customers. This includes warehousing,
increased operational efficiency through use of our private wharf facility fully equipped with material
handling equipment and machinery such as lifting cranes which would have to be paid for by the
customers if third party equipment and machinery were used.
Our ship repair and maintenance yard competes against similar facilities based in the lower cost
locations. Despite the lower rate of repair offered by these yards, the business of SML which is our ship
repair and maintenance subsidiary has an average of 72% to 89% annual capacity utilisation of its
dockyard and afloat repair facilities (please see page 75 on “Capacity Utilisation of Facilities and
Vessels”) and it has maintained a stable business over the past three financial years. SML has also
been successful in developing its business and retaining its customers because of our higher work
productivity due to our workers’ skills and competence. We are therefore able to complete the repair
and maintenance work in a shorter time thus reducing the vessels’ downtime for the ship owners. This
effectively compensates for the higher repair rates charged by SML as compared to those offered by
yards elsewhere. In addition, SML renders technical advice to customers on compliance with
certification requirements and extending the seaworthiness of their vessels whilst minimising repair and
operational costs. These add value to SML’s services and enhance our competitiveness.
We own a young fleet of varied offshore support vessels
We have been in business for 33 years. We have a policy to operate a young and modern fleet of
offshore support vessels. The average age of our fleet of offshore support vessels is just over 4 years
old. Under this policy we periodically renew our fleet in order to offer to our customers newer and a
wider range of vessels that meet the changing needs as well as keep pace with the operational
requirements of the offshore oil and gas industry. As a result of this fleet renewal policy, sale and
acquisition of vessels is an ongoing activity of our Group. It also enables our Group to enter the higher
value added sector of the business that was previously limited by the specification of the existing fleet.
We have a dedicated, competent and experienced management team
Our business activities are managed by a dedicated, competent and experienced management team
at the company and subsidiary level. Our Executive Chairman Mr Yeo Chong Lin has been in this
business since 1972 and was one of the pioneers in the marine logistics business in Singapore. He has
in-depth knowledge of the needs of the business as it evolved over the years. His ability to anticipate
business trends and demands has enabled us to offer the right type of vessels to customers when they
85

are needed. In particular, this is important to the offshore support industry as under its present market
practice, marine logistics providers must have the right type of offshore support vessels available
before they are qualified to tender for a charter or supply contract.
Our Chief Executive Officer Mr Alex Yeo Kian Teong has been with the Group since 1992. Together,
their abilities, expertise and commitment have grown the business from a small ship chandler to its
current status as a marine logistics and ship repair and maintenance group with regional operations in
a competitive and demanding environment. They have been able to identify reliable and capable
partners to team up with them to manage the overseas operations. Their experience in the respective
industries also enables them to identify the growth opportunities available in the region and to team up
with like-minded business partners to jointly capitalise on these opportunities.
MrEKLim,asManaging Director of SML, is one such person identified by our Chairman and our Chief
Executive Officer to manage the Group’s ship repair and maintenance business. Mr E K Lim has been
in the ship repair business since 1986 before joining our ship repair and maintenance subsidiary SML
in 1998. With his extensive experience, business network, knowledge of the industry and management
ability, Mr E K Lim has been instrumental in the success of SML to-date.
We have a team of experienced and well-trained seafarers and shore-based personnel
Providing efficient and reliable marine logistics services requires a high level of skill and expertise in the
workforce. Over the years we have developed a team of seafarers who are well-trained and
experienced in the operation of the vessels and equipment and who understand the requirements of our
customers. Our shore-based personnel are equally experienced to understand the operational
requirements and demands of the industry and are adept in meeting the needs of our customers. By
recruiting personnel from various countries in this region we acquire local knowledge that comes with
these personnel and have a wider pool of skilled human resource to tap from at competitive rates.
We have comprehensive marine and related facilities that are efficiently utilised
We have assets in terms of land-based facilities and a diversified fleet of vessels that enable us to
deploy them cost effectively to optimise their utilisation. Hence we are able to generate regular income
as well as support clients operations when they are required most. For example, our repair and
maintenance yards may receive prior bookings for regular maintenance of vessels that at times take up
all three available docking facilities. Yet when there are urgent or unforeseen repair requirements of
other customers, we are able to adjust the regular repair schedules without compromising our
customers’ interests to accommodate unexpected critical situations.
Our range of comprehensive operational facilities enhances our customers’ operational efficiency when
all or some of these facilities are available at one location. The nature of the marine industry often
requires those who service it to have on call spare capacity in terms of vessels or land-based support
facilities to meet urgent or unforeseen requirements. Urgency often arises from the need to meet the
predetermined vessel sailing time or port facility bookings. We have the capability and flexibility to
deploy our assets on an urgent or unexpected basis without disrupting our normal business operation.
Prospects
The marine industry has been one of the bright spots in the recessionary economic climate in
Singapore in the past few years. The prospects for our OPL business are expected to be good for the
next few years so long as the Singapore port continues to be one of the world’s busiest port in terms
of vessel and cargo tonnage. As more vessels pass through Singapore, many of them will choose to
rendezvous at OPL for crew change and to replenish their supplies and they will require our services.
The prospect of the offshore support services industry depend on the price of oil and natural gas that
directly determines the level of activities in the offshore oil and gas industry in this region. Higher oil and
gas prices have the potential of increasing exploration, development and production as the price
justifies the capital expenditure for such activities. The price of oil and natural gas is affected by demand
and supply for such natural resources globally. With the economic recovery of the developed countries
the demand for oil and gas to fuel industry and for domestic consumption will increase. Supply on the
86

other hand depends on global political and economic environment, advances in exploration and
development technology and government restrictions placed on exploration and production activities.
Arising from an upturn in the regional economies, there is a resurgence in maritime traffic and marine
infrastructure development activities such as expansion of ports and berths, dredging and land
reclamation. This will lead to an increase in the employment of marine logistics support vessels and in
turn lead to an increase in demand for repairs and maintenance of vessels by their owners to keep them
operational.
We believe that with growth resuming in the global economy, trade will increase and therefore this will
improve the prospects of the marine industry generally. Further, we believe that the recent
strengthening of shipping freight rates is a good indicator of the health of the shipping industry that our
business supports. We are cautiously optimistic that our prospects in both the marine logistics and ship
repair and maintenance services sectors that we serve, are likely to be good due to our strong
competitive position.
Future Plans and Business Strategy
Our corporate vision is to be the leading provider of marine logistics services and facilities to the
maritime and offshore oil and gas industries in this region.
Our business strategy to achieve this vision is to capitalise on our pioneering status in this business and
to build upon the knowledge and experience we have acquired over the years. We will continue to
provide our customers with a comprehensive range of services to meet all their marine support and
logistic needs at competitive terms and with our commitment of prompt, reliable and efficient service at
all times. The range of services includes the provision of ship repair and ship maintenance and
assisting our customers to achieve the certification that is mandatory for these vessels. This strategy
demands that our Group be able to anticipate the needs of the industry and to ensure that our range
of vessels and service personnel are readily available even at short notice. Having served the industry
for the past 33 years since our Chairman Mr Yeo Chong Lin established the business, the repeat
business from long standing customers is a testimony to the validity and successful execution of this
strategy. We have now also identified and established our presence in new geographical markets
beyond Singapore to service existing and new customers in keeping with this strategy.
In line with our stated strategy we have drawn up the following plans to achieve our corporate vision:
Expand and upgrade our fleet
We will continue to build new vessels to replace older ones and to increase our existing fleet of support
vessels and tugboats and barges. The specification of our new support vessels will extend our fleet
capability to support a wider range of services required particularly by the offshore oil and gas industry
in this region. We have accepted delivery of three new barges in February and May this year, of which
two new barges are 500 GRT and above. In addition to these three new vessels, two other new vessels
that will be delivered at the end of this year are specialised vessels for the oil and gas industry and are
expected to attract better charter terms due to the wider range of services they can perform.
Penetrate new markets
Our Group is fully committed to tap the potential of the offshore oil & gas industry and the marine
infrastructure developments within the region. We have been operating in Indonesia and Malaysia
through our associated companies. With the delivery of five new vessels in 2004 and eight new vessels
in 2005, we believe that we are well-positioned to expand further into the marine logistics industry. The
extension of our business reach into new geographical markets would enable us to serve our existing
customers in their overseas operations as well as secure new clients to widen our customer base. This
would similarly apply to our repair and maintenance business as it extends its operations to new
centres that have a pool of skilled or easily trainable but lower cost workers to man its yards. We will
be exploring opportunities in the region where there is a demand for quality marine repair and
maintenance facilities.
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Expand our ship building capability
We will continue to upgrade our skills and the capability of our ship repair and maintenance yards to
build new smaller to mid-sized capacity support vessels. It is an extension of the yard labour and project
management ability. We have an advantage in that we have an ongoing need for new vessels and it is
only the opportunity cost of utilising our own facilities as compared to the more cost competitive ship
builders in the neighbouring countries that cause us to presently build our new vessels at third party
yards. We currently have the basic elements to be successful in this business and we will continue to
develop this capability to take advantage of any opportunity when it arises.
Form strategic alliances
Our business philosophy is to look for strategic partners to form alliances when diversifying into new
businesses or venturing into new markets. We will continue to look for strategic partners to provide local
and industry knowledge and management expertise that are critical to the success of new businesses.
We will form alliances with these strategic partners whenever opportunities arise to enable our Group
to grow and achieve a stronger presence and in the region.
88

DIRECTORS, MANAGEMENT AND STAFF
Directors
Our Board of Directors is responsible for the overall management and direction of the Company. There
are currently 5 directors on our Board.
The particulars of our Directors are as follows:
Name Age Address Current Occupation
Yeo Chong Lin 70 14 Lornie Road,
Singapore 298700
Alex Yeo Kian Teong 36 35 Dyson Road,
Singapore 309384
Executive Chairman and Director
Chief Executive Officer and Director
Phillip Chan Yee
Foo
57 109 Sennett Avenue,
Singapore 467108
Director of Essen Pte Ltd
Dr Chiang Hai Ding 66 1 Pearl Bank #37-07
Singapore 169016
Rohan Kamis 55 5000C Marine Parade Road,
#19-11, Laguna Park,
Singapore 449286
Director of Sage Counselling Centre
Public Accountant
The appointment of our Directors is not restricted as to the period in which they serve. Under our
Articles of Association, at each annual general meeting of the Company one-third of the Directors or if
their number is not three or multiples of three, then the number nearest one-third, shall retire from office
at least once every three years by rotation from the date of appointment or last re-election. A retiring
Director shall be eligible for re-election. The Directors to retire in every year shall be those who have
been longest in the office.
Notwithstanding the Articles of Association, the Act requires the office of a director of a public company
or of a subsidiary of a public company to become vacant at the conclusion of the annual general
meeting commencing next after the director attains the age of 70 years. The Company may, however,
by an ordinary resolution passed at an annual general meeting of the company, appoint or re-appoint
him as a director or authorise him to continue in office as a director of the Company until the next annual
general meeting.
Our Executive Chairman Mr Yeo Chong Lin is the father of our Chief Executive Officer Mr Alex Yeo Kian
Teong. Both Mr Yeo Chong Lin and Mr Alex Yeo Kian Teong are directors and controlling shareholders
of Yeo Holdings, which is our controlling shareholder and substantial shareholder. Please see page 106
on the shareholding interests of Mr Yeo Chong Lin and Mr Alex Yeo Kian Teong in our Company. Mr Yeo
Chong Lin and Mr Alex Yeo Kian Teong are appointed as Directors of the Company on the
understanding that they would also be representing the interests of Yeo Holdings.
Save as disclosed above, none of our directors are related to one another or to the substantial
shareholder.
The business and working experience of our Directors are as follows:
Mr Yeo Chong Lin is our Executive Chairman. He is responsible for the Company’s long-term growth
and development, and oversees the management of our Group. He is responsible for the development
of the overall business strategy and expansion of our Group. He was appointed to our Company’s
Board upon its incorporation on 29 January 2004.
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Mr Yeo Chong Lin founded Swissco Offshore in 1975. He has been responsible for the overall
management, strategic planning and direction of our Group since 1972 when he took over the helm of
the predecessor of Swissco Offshore, Sea Well Industrial and Supply Company which was a sole
proprietorship. Prior to 1972, Mr Yeo Chong Lin worked with the then Singapore Harbour Board
(predecessor of the Port of Singapore Authority) for 19 years. He joined the Singapore Harbour Board
after obtaining his secondary school qualification.
Mr Yeo Chong Lin has played a pivotal role in steering the growth of our Group with his 33 years of
experience in the marine logistics industry. He has led our Group by exploiting its opportunities in the
marine logistics industry by supplying the needs of shipping lines in this region. He has been
instrumental in building up a good track record and reputation for our Company. Mr Yeo Chong Lin also
successfully implemented a strategy to provide a comprehensive range of services to meet all the
customers’ marine support and logistic needs at competitive terms, with prompt, reliable and efficient
service at all times. The range of services available to the Group’s customers includes the provision of
ship repair and ship maintenance services.
Mr Alex Yeo Kian Teong is our Chief Executive Officer and was appointed as a Director of our
Company on its incorporation on 29 January 2004. He is overall responsible for the day-to-day
management and operations of our Group. He assists the Executive Chairman in developing and
implementing business strategies. He takes charge of the sales and marketing for key customer
accounts, and the purchasing and procurement activities of our Group. He is also overall in charge of
the financial, corporate and administration matters of our Group. He is also responsible for the effective
management of the Group’s regional operations and expansion.
Mr Alex Yeo Kian Teong graduated with a Bachelor of Science in Business Administration from the
University of San Francisco, and joined Swissco Offshore in 1992 after his graduation and completion
of his national service, initially as an Operations Executive. He assumed the role of Operations
Manager in 1994 and oversaw the marketing of our Group’s business. In 1996, he co-founded Swisko
Berjaya to establish our Group’s presence in Indonesia. He has been with our Group for 12 years and
has been responsible for identifying reliable and capable partners to team up with them to expand and
manage our overseas operations.
Independent Directors
Mr Phillip Chan Yee Foo is an independent Director of our Company and is the chairman of our
Remuneration Committee. He was appointed as a Director of the Company on 7 June 2004. Mr Phillip
Chan Yee Foo worked for Neptune Orient Lines Ltd (NOL) for over 25 years from January 1974 to June
1999. His last executive appointment at NOL was Divisional Head of the Administration Division from
1 January 1988 to 30 June 1999. He was appointed Consultant, NOL from 1 January 2000 to 31
December 2000 and from 1 February 2001 to 31 July 2001. Presently, he is a Director of Essen Pte Ltd.
Mr Phillip Chan Yee Foo holds a degree of Bachelor of Law (Honours) from the University of London
and a Diploma in Management Studies with Distinction from the University of Chicago Graduate School
of Business in association with the National Productivity Board, Singapore (now known as SPRING
Singapore). He completed the Programme in Management Development at the Harvard University
Graduate School of Business Administration in Boston, USA.
Dr Chiang Hai Ding is an independent Director of our Company and Chairman of our Nomination
Committee. He was appointed as a Director of the Company on 7 June 2004.
Dr Chiang Hai Ding worked as an Economic Adviser to the CEO of Neptune Orient Lines Ltd from 1995
and later as Advisor (part-time) to Chairman & CEO till 2002. Since 2001 he has been the Director
(part-time) of SAGE Counselling Centre (SAGE stands for Singapore Action Group of Elders) which is
a voluntary welfare organisation for the elderly.
Dr Chiang Hai Ding was a university lecturer from 1963 to 1971, an elected Member of Parliament from
1970 to 1984, a banker from 1973 to 1978, and a Singapore Ambassador to Malaysia from 1971 to
1973 and to, among others, Germany, European Union, USSR and Egypt from 1978 to 1994.
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Dr Chiang Hai Ding holds a BA from Singapore and Ph.D. from the Australia National University,
Canberra (1963). He holds a graduate diploma in Gerontology from Simon Fraser University,
Vancouver, BC Canada (2001).
Mr Rohan Kamis is an independent Director of our Company and Chairman of our Audit Committee.
He was appointed as a Director of the Company on 7 June 2004. Mr Rohan Kamis is a Certified Public
Accountant and the Managing Partner of Rohan • Mah & Partners. He is also the Founding Chairman
of ASNAF Public Accounting Corporation.
He graduated in 1975 from the University of Singapore in Accountancy. He was the PAP Member of
Parliament (“MP”) for Telok Blangah Constituency from February 1979 to December 1984. Whilst as an
MP, he was a member of the Parliamentary Public Accounts Committee that was responsible for the
statutory and value-for-money audits for all Government Ministries, Statutory Boards and Government
Companies. He is also a member of several professional institutions including the British Computer
Society.
Mr Rohan Kamis held many important portfolios in several quasi-government, commercial and
professional organisations. He was on the board and audit committee of several public companies. In
addition, he is on the Inquiry and Disciplinary panels of the Singapore Medical Council and the
Accounting and Corporate Regulatory Authority as well as on the Singapore General Hospital Medifund
Committee.
The present and past directorships (held in the last five years preceding the date of this Prospectus)
of the Directors (other than those held in our Company) are as follows:
Name of Director Present Directorships Previous Directorships
Yeo Chong Lin
Group companies
Regional Marine Supply Private
Limited
Singapore Marine Logistics Pte Ltd
Swissco Offshore (Pte) Ltd
Swissco Offshore Ltd
Swissco Engineering Pte Ltd
(struck off)
Swissco Cassin Pte Ltd (struck off)
Other companies
Swissco Structural Mechanical
Pte Ltd
Swissco Marine Pte Ltd
Yeo Holdings Private Limited
Alex Yeo Kian Teong
Group companies
Swissco Offshore (Pte) Ltd
Singapore Marine Logistics Pte Ltd
(Alternate director to Mr Yeo
Chong Lin)
Associated companies
APECS Offshore Pte Ltd
Asia Pacific Marine Limited
Camvale Pte Ltd
PT Swisko Berjaya (as President
Commissioner)
Swiber Offshore Pte Ltd
Swisko Marine (Malaysia)
Sdn. Bhd.
Other companies
Swissco Structural Mechanical
Pte Ltd
Swissco Marine Pte Ltd
Yeo Holdings Private Limited
Swissco Cassin Pte Ltd
(struck off)
Ideal Dynamic Management
Pte Ltd
91

Name of Director Present Directorships Previous Directorships
Phillip Chan Yee Foo Essen Pte Ltd J & N Cruise Pte Ltd (voluntary
liquidation)
Jurong Technologies Industrial
Corporation Ltd
NTS Pte Ltd (formerly known as
Neptune Travel Services Pte Ltd)
Trek Travel Ltd (formerly known as
Trident Travels Ltd)
Trident Infotech Pte Ltd (voluntary
liquidation )
EPL Ltd
Dr Chiang Hai Ding
Rohan Kamis
Craft Print International Ltd
NTUC Eldercare Cooperative Ltd
ASNAF Public Accounting
Corporation
Rohan • Mah Management
Consultants Pte Ltd
Rohan + Siew Management
Consultants Pte Ltd
Damai Trading (Singapore) Pte Ltd
Baywalk Pte Ltd
Jurong Technologies Industrial
Corporation Ltd
OCF Limited
Orient Marine Pte Ltd
Pacific Can Investment Holdings
Ltd
Management Organisation
Our Board is responsible for the overall management of the Company. It is assisted by an experienced
and qualified team of Executive Officers. Our management organisation chart is set out below:
Board of Directors
Executive Chairman
Yeo Chong Lin
Chief Executive Officer
Alex Yeo Kian Teong
Finance and
Administration
Department
Technical Department
Managing Director
(SML)
E K Lim
Operations
Department
Business
Development
Alex Yeo Kian Teong
Manager
Yew Yin Fun
Repair Superintendent
Senior Manager
(OPL Operations)
Yeo Chong Boon
Manager
(Offshore
Operations)
Raju Gnasegaran
92

Executive Officers
The particulars of our Executive Officers of our Group are as follows:
Name Age Address Position/Current Occupation
E K Lim 48 2D Hong San Walk #09-06
Palm Gardens, Singapore 689050
Managing Director of SML
Yeo Chong Boon 51 30 Grove Drive, Singapore 279070 Senior Operations Manager
Raju Gnasegaran 50 Blk 752, Jurong West St 74,
#08-22, Singapore 640752
Yew Yin Fun 42 Blk 555, Choa Chu Kang North 6,
#08-20, Singapore 680555
Offshore Operations/
Business Development Manager
Finance and Administration
Manager
Mr Yeo Chong Boon is the brother of our Executive Chairman Yeo Chong Lin and uncle of our Chief
Executive Officer Alex Yeo Kian Teong. Save as disclosed, none of the Executive Officers are related
to one another or any Director or any substantial shareholder. There is no arrangement or
understanding with any substantial shareholder, customer or supplier of the Group or other person
pursuant to which any Executive Officer is employed by the Company.
The business and working experience of our Executive Officers are as follows:
MrEKLimis the managing director of SML. He has held this position since 1998, and oversees the
day-to-day management and operations of the ship repair and maintenance business of SML, including
facilities and manpower planning and scheduling, procurement of equipment and raw materials,
marketing and coordinating with external agencies such as the classification societies on compliance
with classification requirements.
Mr E K Lim started off as a technical superintendent in Ocean Tankers Pte Ltd from 1989 to 1992. From
1992 to 1994, he was working as a marine superintendent for Hai Yin Diesel & Trading Pte Ltd. His
duties in Ocean Tankers Pte Ltd and Hai Yin Diesel & Trading Pte Ltd were in the maintenance and
repair of vessels and other technical aspects related to vessel operations. Subsequently, he worked for
ASL Shipyard Pte Ltd from 1994 to 1998 as a commercial/marketing manager, being in charge of
overseeing and marketing of the ship repair business of ASL Shipyard Pte Ltd. Mr E K Lim holds a
Diploma in Civil Engineering from the Singapore Polytechnic.
Mr Yeo Chong Boon has been working as senior operations manager of Swissco Offshore since 1
January 2004. His responsibilities include coordinating the movement of vessels, updating vessels’
documents, communicating with the crew with regards to instructions from clients, checking on
compliance with the various authorities and coordinating the daily requirements of the vessels and crew
matters.
Mr Yeo Chong Boon joined our Group in 1975 as a shipping executive and his responsibilities then were
to co-ordinate the ship supply section and logistics and freight forwarding. By 1990, the company began
branching out into supply vessels and OPL business and Mr Yeo Chong Boon has since then been in
charge of this aspect of the business of Swissco Offshore.
Mr Raju Gnasegaran is our offshore operations/business development manager. He is responsible for
the management and supervision of all marine related services, for example, towage, heavy lifts,
matters relating to oil pollution and all support operational and project activities.
Prior to joining us in 2003, Mr Raju Gnasegaran was the operations manager/business development
manager of Briggs Environmental Service (Asia) Pte Ltd. He assisted in the setting up of the company
in Singapore and its operations regionally, and was responsible for the management and supervision
of chemical/oil spill and associated marine services including maintenance of plant and oil spill
machinery. He has more than 10 years of experience in managing oil spill response services,
maintenance of machinery, salvage and ocean towage operations.
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He has a supervisory management certificate awarded by the School of Oil Pollution Control, Texas
A & M University.
Ms Yew Yin Fun is our Finance and Administration Manager and is responsible for the finance, taxation
and administrative matters of our Group. Ms Yew Yin Fun, has more than 18 years of experience in
accounting and auditing. Prior to joining our Group in 2003, Ms Yew Yin Fun was a finance and
administration manager for one and a half years with Microcircuit Technology Pte Ltd, which was a
subsidiary of the then-Omni Industries Limited (subsequently re-named as Celestica Singapore Pte
Ltd). She has experience working in multi-nationals and local companies, as well as a public accounting
firm. She holds a degree in Bachelor of Accountancy from the National University of Singapore, and is
a member of Institute of Certified Public Accountants in Singapore since 1986. She also has an
International Diploma of Computer Studies from TMC Computer School.
The present and past directorships (held in the last five years preceding the date of this Prospectus)
of our Executive Officers are as follows:
Name of Executive Officer Present Directorships Previous Directorships
E K Lim Singapore Marine Logistics Pte Ltd —
Yeo Chong Boon — Swissco Offshore (Pte) Ltd
Raju Gnasegaran — —
Yew Yin Fun — —
Directors’ and Executive Officers’ Remuneration
The remuneration of the Directors and the Executive Officers in remuneration bands for FY2002 and
FY2003, and their estimated remuneration for FY2004, are as follows:
Number of Directors and Executive Officers in Each Remuneration Bands
FY2002 FY2003 FY2004 (estimated)
Band A (1) Band B (1) Band C (1) Band A (1) Band B (1) Band C (1) Band A (1) Band B (1) Band C (1)
Directors
Yeo Chong Lin — — — — — —
Alex Yeo Kian Teong — — — — — —
Phillip Chan Yee Foo — — — — — — — —
Dr Chiang Hai Ding — — — — — — — —
Rohan Kamis — — — — — — — —
Executive Officers
EKLim — — — — — —
Yeo Chong Boon — — — — — —
Raju Gnasegaran — — — — — — — —
Yew Yin Fun — — — — — — —
Note:
(1) Band A refers to remuneration $249,999 and below.
Band B refers to remuneration from $250,000 to $499,999.
Band C refers to remuneration $500,000 and above.
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For the purpose of estimating the remuneration to be paid to the Directors and Executive Officers, any
directors’ fees, bonuses and any profit sharing in the form of the Annual Bonus (please see page 97 on
“Profit Sharing”) that may be paid to these Directors and Executive Officers for the current FY2004 are
excluded from the calculation of the estimated amounts of remuneration.
No amount is set aside or accrued by the Company or its subsidiaries to provide pension, retirement
or similar benefits.
Mr Yeo Chong Boon is the brother of our Executive Chairman Yeo Chong Lin and uncle of our Chief
Executive Officer Alex Yeo Kian Teong. The remuneration of our Directors and any of our employees
who are related to our Directors or substantial shareholders (including Mr Yeo Chong Boon) will be
reviewed annually by our Remuneration Committee to ensure that their remuneration packages are in
line with our staff remuneration guidelines and commensurate with their respective job scopes and level
of responsibilities. In the event that a member of our Remuneration Committee is related to the
employee under review, he will abstain from the review.
Service Agreements
Mr Yeo Chong Lin, Mr Alex Yeo Kian Teong and Mr EKLim(collectively, the “Appointees” for the
purpose of this section) are bound by separate services agreements (the “Service Agreements”)
entered into with us. The Service Agreements are effective from 1 November 2004. Pursuant to the
terms of their respective Service Agreements, Mr Yeo Chong Lin is appointed as the Executive
Chairman and Mr Alex Yeo Kian Teong as Chief Executive Officer of our Company and Mr E K Lim as
Managing Director of SML. The initial term of the Service Agreement for Mr Yeo Chong Lin is two years
and the initial terms of the Service Agreements for Mr Alex Yeo Kian Teong and Mr EKLimarethree
years commencing from the effective dates of their respective Service Agreements. The Service
Agreements shall terminate upon the expiry of the initial term under the respective Service Agreements
of the Appointees, unless three months’ prior to the expiry of the initial term, either the Appointees or
us shall have served notice to the other party to negotiate the renewal of the Services Agreement. Any
agreement to renew the Services Agreement shall be reached by the parties at least one month prior
to the expiry of the initial term.
Pursuant to their Service Agreements, the monthly salaries of Mr Yeo Chong Lin, Mr Alex Yeo Kian
Teong and Mr EKLimare$25,000, $15,000 and $8,000 respectively. The monthly salary of Mr Alex
Yeo Kian Teong would be increased to $25,000 when our current Executive Chairman Mr Yeo Chong
Lin retires and the responsibilities of the Executive Chairman in the development and formulation of the
overall business strategy and expansion of the Company and the Group, are incorporated into the
responsibilities of the Chief Executive Officer. There is no immediate plan for Mr Yeo Chong Lin to retire.
The salaries of the Appointees are subject to review annually by the Remuneration Committee. The
Appointees are entitled to annual bonus (“Annual Bonus”) in the form of profit sharing with our
Company for Mr Yeo Chong Lin and Mr Alex Yeo Kian Teong and with SML for Mr EKLim.Please see
“Profit Sharing” on page 97 of this Prospectus.
The Appointees are also entitled to participate in the Swissco Share Option Scheme, as determined by
the Remuneration Committee in accordance with the Rules of the Swissco Share Option Scheme.
Please see the description on “Swissco Share Option Scheme” on pages 97 to 103 of this Prospectus.
Our Company would provide and maintain for the use of each of the Appointees a car of an age and
model which shall commensurate with their respective responsibilities and duties, to be recommended
by the Remuneration Committee and decided by the Board. We would pay for all expenses in
connection with the use of the car. Where the car is not registered in our Company’s name, the
Appointees would hold their respective cars on trust for our Company. Mr Yeo Chong Lin shall be
entitled to full ownership of the car, which would be transferred to him by our Company, upon
completing the initial two years of service under his Service Agreement. Mr Alex Yeo Kian Teong and
MrEKLimmayreplace their cars, subject to the approval of the Remuneration Committee, after the
5th year of registration of their cars with the Land Transport Authority. Any request for a replacement
of the cars prior to the 5th year of registration shall require the unanimous approval of the Board.
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Mr Yeo Chong Lin and Mr Alex Yeo Kian Teong are each entitled to one club membership to be provided
by our Company, which shall pay all mandatory expenses, including but not limited to registration fees,
transfer fees, monthly subscriptions and incidental charges in connection with the club membership.
Where club memberships are not registered in our Company’s name, Mr Yeo Chong Lin and Mr Alex
Yeo Kian Teong would hold their respective club memberships on trust for our Company. In the case
of Mr Alex Yeo Kian Teong, upon expiry of 5 years continuous employment with our Company from the
date of purchase of his club membership by our Company and provided that Mr Alex Yeo Kian Teong
is still in the employ of our Company, we would transfer ownership of the club membership to Mr Alex
Yeo Kian Teong.
We would purchase a keyman insurance policy for Mr Alex Yeo Kian Teong in respect of which the
insurance coverage shall be determined by the Remuneration Committee. In the event of a claim under
the keyman insurance policy, our Company would pay over 50% of the insurance compensation to Mr
Alex Yeo Kian Teong or his beneficiaries. In addition, we would maintain personal accident insurance
policies to cover personal accidents occurring on Mr Yeo Chong Lin and Mr EKLiminrespect of which
the insurance coverage under their respective policies shall be S$1 million. The insurance
compensation would be paid to Mr Yeo Chong Lin or Mr E K Lim or their respective nominees or
beneficiaries upon claims being made under the policies. Mr E K Lim is also entitled to a life insurance
policy to be purchased by our Company, in respect of which the insurance coverage shall be equivalent
to 12 months’ basic salary of the Appointee, to be paid to Mr E K Lim or his nominees or beneficiaries.
The Appointees are entitled to be reimbursed for all overseas travelling, hotel, entertainment and other
expenses properly and reasonably incurred by him in the performance of his duties. In addition, the
Appointees are entitled to other benefits including insurance coverage, health and medical benefits and
such other benefits as we may implement from time to time.
The Service Agreements may be terminated by us without prior notice to the Appointee if the Appointee
commits any serious or persistent breach of any of the provisions of the Service Agreement, is
disqualified or is prohibited by law from holding his appointment under the Service Agreement, is guilty
of dishonesty or misconduct or commits any act which in the opinion of the Company is likely to bring
the Company into disrepute, or becomes permanently incapacitated by accident or ill-health from
performing his duties under this Agreement.
We or the Appointee may terminate the Service Agreement by giving to the other party prior notice of
termination or by paying to the other party an amount in lieu of any shortfall in the notice period. The
notice period of termination required for the termination of the Service Agreement of Mr Yeo Chong Lin
andMrEKLimisthree months, while the notice period of termination required for the termination of
the Service Agreement of Mr Alex Yeo Kian Teong is six months.
Where the termination of the Service Agreement of Mr Alex Yeo Kian Teong arises from a take-over of
our Company, Mr Alex Yeo Kian Teong will be entitled, in addition to the notice period required for the
termination of his employment, to receive a severance pay equal to the aggregate of 6 months of his
basic salary and the Annual Bonus pro-rated to the period served by him in that year of termination.
MrEKLimhasundertaken to us not to dispose or transfer more than one-third of the 3,532,200 Shares
held by him as at the date of this Prospectus, in each 12 month period of service under the Service
Agreement.
The Appointees are subject to restrictive covenants on non-competition with our business and
non-solicitation of our employees and our customers for a period of one year after the termination of
their employment under their respective Service Agreements.
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Profit Sharing
Our Executive Chairman Mr Yeo Chong Lin is entitled to Annual Bonus under his Service Agreement
with our Company in the form of profit sharing, as detailed below:
Profit Before Tax (PBT) as determined by the audited
consolidated financial statements of the Group for the
relevant financial year
Annual Bonus
Below $3 million
Between $3 million and $5 million
Nil
6% of PBT in excess of S$3 million
$5 million and above $120,000 plus 7.5% of PBT in excess of $5
million
Our Chief Executive Officer Mr Alex Yeo Kian Teong is entitled to Annual Bonus under his Service
Agreement with our Company in the form of profit sharing, as detailed below:
Profit Before Tax (PBT) as determined by the audited
consolidated financial statements of the Group for the
relevant financial year
Annual Bonus
Below $3 million
Between $3 million and $5 million
Nil
5% of PBT in excess of S$3 million
$5 million and above $100,000 plus 7.5% of PBT in excess of $5
million
Our Managing Director of SML, Mr EKLimisentitled to Annual Bonus under his Service Agreement
with SML in the form of profit sharing, as detailed below:
Profit Before Tax (PBT) as determined by the audited
consolidated financial statements of SML of which he
is in charge for the relevant financial year
Annual Bonus
Below $100,000
Between $100,000 and $500,000 12% of PBT in excess of $100,000
$500,000 and above $48,000 plus 15% of PBT in excess of
$500,000
Nil
Swissco Share Option Scheme
We have implemented a share option scheme that will be in place after the Invitation known as the
Swissco Share Option Scheme (the “Scheme”). The Scheme was approved by the Shareholders of our
Company at the Extraordinary General Meeting held on 21 October 2004. The terms and the rules of
the Scheme are more particularly set out in Appendix C of this Prospectus (the “Rules”), and are in
compliance with Part VIII of Chapter 8 of the Listing Manual of the SGX-ST.
The SGX-ST has granted its in-principle approval for the listing and quotation of the Option Shares
arising from the exercise of the Options to be granted under the Scheme. The SGX-ST’s in-principle
approval for the listing and quotation of the Option Shares is not an indication of the merits of the
Scheme, the Options or the Option Shares. The Authority has also not, in any way considered the
merits of the Scheme, the Options or the Option Shares.
For the purpose of this section, any reference to “Controlling Shareholder”, “associates” and their
cognate expressions shall have the same meaning as defined in the Rules.
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1. Purpose of the Scheme
The Scheme, will provide an opportunity for employees, executive and non-executive Directors of
our Company as well as our subsidiaries who meet the eligibility criteria and who have contributed
to the growth and development of our Group to participate in the equity of our Company as well
as to motivate these participants (the “Participants”) to optimise their performance.
The Scheme is a share incentive scheme. The Scheme is proposed on the basis that it is
important to acknowledge the contributions made by the Participants, who are essential to the
growth and development of our Group, and to give recognition to such Participants. Our
Company, by adopting the Scheme, will give the Participants an opportunity to have a personal
stake in the shareholdings of our Company, thereby aligning the interests of the Participants with
those of our other Shareholders. The Scheme will also help to achieve the following objectives:
(i) attract and retain key employees including our executive Directors whose contributions are
important to the long-term growth and profitability of our Group;
(ii) motivate the staff to optimise their performance, efficiency and productivity;
(iii) instill loyalty among our employees including our executive Directors and motivate them to
work towards the growth and prosperity of our Group and enhancing shareholder value of
our Group; and
(iv) foster an ownership culture within our Group which aligns the interests of the Participants
with the interests of other Shareholders.
Certain employees who do not hold the rank of executives may also contribute to the success of
our Group by contributing their experience, knowledge and expertise to the development of our
Group. Allowing them to participate in the Scheme is an effective way of providing such motivation
by ensuring that the interest of such persons are aligned with the interests of our Group which
includes, inter alia, maintaining a sustainable increase in shareholder value over time.
2. Size of the Scheme
The size of the Scheme (the “Scheme Size”) is 15 per cent. of our issued share capital on the
relevant date of grant of Options. We believe this Scheme Size to be reasonable, taking into
account the size of our share capital, the nature of our business, and the need to reward and
retain our key employees and Directors.
Our Company believes that the Scheme should be of a sufficient size to enable us to have the
flexibility to structure remuneration and incentive packages and to offer Options over a significant
number of Shares to new and existing employees. Such number of Shares ought to be significant
enough to serve as a meaningful incentive in the recruitment of new employees as well as a
reward to existing employees for their contribution to our Group. If the number of Shares available
under the Scheme is too small, the number of Options available may not be sufficiently attractive
to achieve the objectives of the Scheme. Taking into account the current issued share capital of
our Company, the current number of employees and the possible increase in headcount should
the business activities of our Company increase in the future during the duration of the Scheme,
our Directors estimate that 15 per cent. of the issued share capital would be required to provide
sufficient Shares over which Options may be granted to achieve the objectives of the Scheme.
Subject to paragraph (3) below on eligibility, the aggregate number of Shares in respect of which
Options may be offered to a participant under the Scheme shall be subsequently determined at
the discretion of the Committee, who shall take into account criteria such as the rank and
responsibilities within our Group, performance, years of service and potential for future
development of that participant, and the general performance of our Group, provided that:
(i) the aggregate number of Shares in respect of which Options may be offered to Controlling
Shareholders and their associates must not exceed 25% of the Shares available under the
Scheme; and
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(ii)
the number of Shares in respect of which Options may be offered to each Controlling
Shareholder or his associate must not exceed 10% of the Shares available under the
Scheme.
3. Eligibility
The following persons shall be eligible to participate in the Scheme:
(a) all Directors of our Group (including any person duly appointed and acting for the time being
as an alternate director);
(b) all confirmed full-time managers (or employees holding an equivalent or more senior
position or appointment) of our Group who are not less than 21 years old;
and who, in the opinion of the Committee, have contributed to the success and the development
of the Group.
Persons who qualify under (a) or (b) above and who are Controlling Shareholders of our Company
or their associates shall participate in the Scheme provided that:
(i) written justification have been provided to Shareholders for their participation at the
introduction of the Scheme or prior to the first grant of Options offered to them;
(ii) their participation and the actual number and terms of any Option to be granted to them have
been specifically approved by shareholders of the Company who are not beneficiaries of the
grant in a general meeting in separate resolutions for each such Controlling Shareholder or
its associates; and
(iii) all conditions for their participation in the Scheme as may be required by the regulation of
the SGX-ST from time to time are satisfied.
4. Rationale for participation of Controlling Shareholders and their associates and nonexecutive
Directors
Participation of Controlling Shareholders and their associates
An employee who is a Controlling Shareholder of our Company or an associate of a Controlling
Shareholder shall be eligible to participate in the Scheme if (a) his participation in the Scheme and
(b) the actual number and terms of the Options to be granted to him have been approved by
independent Shareholders of our Company in separate resolutions for each such person. The
relevant Employee is required to abstain from voting on, and (in the case of employees who are
Directors) refrain from making any recommendation on, the resolutions in relation to the Scheme.
It is the intention of our Company that employees who are Controlling Shareholders or associates
of Controlling Shareholders should be remunerated for their contribution to the Group on the same
basis as other employees who are not Controlling Shareholders or their associates. Although the
Controlling Shareholders and their associates already have shareholding interests in our
Company, the extension of the Scheme to allow the Controlling Shareholders and their associates
to participate in the Scheme, will ensure that they are equally entitled, with the other employees
who are not Controlling Shareholders or their associates, to take part and benefit from this system
of remuneration. The Scheme is intended to be part of a system of remuneration for employees
and our Company is of the view that employees who are Controlling Shareholders or associates
of Controlling Shareholders should not be unduly discriminated against by virtue only of their
shareholding in our Company. Our Company is also of the view that the extension of the Scheme
to Controlling Shareholders and their associates will enhance the long-term commitment of the
Controlling Shareholders and associates to our Company as it will ensure that such Controlling
Shareholders and associates will continue to have a stake in our Company even if they sell down
their Shares in our Company in the future to take their capital gains.
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The participation by the Controlling Shareholders and their associates in the Scheme gives our
Company an additional tool at its disposal to craft a more balanced and innovative overall
remuneration package and more flexibility in determining the best method of remuneration which
would link the employees’ total remuneration to the results of our Company, which would in turn
increase shareholder value of our Company. For example, our Company may include the Options
(taking into account their intrinsic value) within the fee-based remuneration, or as an additional
form of compensation in lieu of increasing the cash remuneration of the Controlling Shareholders
or their associates. The grant of Options to Controlling Shareholders and their associates will act
as an incentive for the Controlling Shareholders and associates, who are employees of our Group,
to better their performance as the value of the Options will be best realised when the result of their
performance correlate directly with higher values of our Shares.
Our Directors are of the view that the participation in the Scheme by the Controlling Shareholders
and their associates is in the best interests of our Company as such Controlling Shareholders and
their associates are able to set the direction of our Company, define objectives and roles of
management and influence decisions made by our Company and thus stand in a unique position
to contribute to the growth and prosperity of our Group.
It is proposed that Mr Yeo Chong Lin and Mr Alex Yeo Kian Teong who are Executive Directors and
Controlling Shareholders of our Company, be entitled to participate in the Scheme. The
shareholding interests of Mr Yeo Chong Lin and Mr Alex Yeo Kian Teong in the issued share
capital of our Company as at the Latest Practicable Date are set out on page 106 of this
Prospectus.
Rationale for participation of Mr Yeo Chong Lin
Mr Yeo Chong Lin is the Executive Chairman of our Company and has been responsible for the
overall management, strategic planning and direction of our Group since taking over the helm of
the then sole proprietorship in 1972. Mr Yeo Chong Lin has been with our Group ever since, and
has played a pivotal role in steering the growth of our Group with his 33 years of experience in the
marine logistics industry. He has ably led our Group by exploiting its first mover advantage in
meeting the growing need for marine logistics by shipping lines in this region and building up a
good track record and reputation for our Company.
Mr Yeo Chong Lin was one of the pioneers in the marine logistics business. He has in-depth
knowledge of the needs of the business as it evolved over the years. His ability to anticipate
business trends and demand has enabled us to offer the right type of vessels to customers when
they are needed. In particular, this is important to the offshore support industry as under its
present market practice, marine logistics providers must have the right type of offshore support
vessels available before they are qualified to tender for a charter or supply contract.
Mr Yeo Chong Lin also successfully implemented a strategy to provide a comprehensive range of
services to meet all the customers’ marine support and logistic needs at competitive terms, with
prompt, reliable and efficient service at all times. The range of services available to the Group’s
customers includes the provision of ship repair and ship maintenance services.
Mr Yeo Chong Lin was responsible for the establishment of the business and has been the face
of our Company to its customers and suppliers and is synonymous with the name Swissco in the
industry. Mr Yeo Chong Lin continues to play an instrumental role in charting our Group’s
expansion and business development plans.
Rationale for participation of Mr Alex Yeo Kian Teong
Mr Alex Yeo Kian Teong joined the Company in 1992 after he completed his undergraduate study
for a Bachelor of Science in Business Administration from the University of San Francisco and his
national service. He has been with our Group for 12 years and has been responsible for identifying
reliable and capable partners to team up with them to manage the overseas operations. Together
with Executive Chairman Mr Yeo Chong Lin, their experience in this industry enables them to
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identify the growth opportunities available in the region and to team up with like-minded business
partners to jointly capitalise on these opportunities.
His in-depth knowledge of market trends and conditions was instrumental in expanding our
Group’s market coverage beyond the Singapore market to include Malaysia, Brunei, Indonesia,
Vietnam and Philippines.
In his role as Chief Executive Officer, Mr Alex Yeo Kian Teong is responsible for business growth
and corporate development of our Group. He is also responsible for the effective management of
the Group’s regional operations, business relations with our suppliers and shipbuilders,
networking with major industry players such as ship owners, oil and gas offshore operators, and
other marine logistics providers. Through his contacts, he will also be on the lookout for new
innovative services and facilities to incorporate into our Group’s activities.
The participation in the Scheme by Mr Yeo Chong Lin and Mr Alex Yeo Kian Teong will take place
only after the listing of our Company on the SGX-SESDAQ. Under the SGX-ST Listing Manual,
the specific grant of Options to each of Mr Yeo Chong Lin and Mr Alex Yeo Kian Teong and any
other Controlling Shareholders or their associates will have to be approved by independent
shareholders of our Company in general meetings.
The Remuneration Committee of our Company will administer the Scheme. The Remuneration
Committee is made up of a majority of independent Directors. The Remuneration Committee is of
the opinion that the participation in the Scheme by the Controlling Shareholders and their
associates gives our Company more flexibility in determining the best remuneration package. A
remuneration package comprising Options will promote shareholder value as it will link the
Controlling Shareholders’ and their associates’ remuneration directly to the performance of our
Company.
Participation of Non-Executive Directors
Under the SGX-ST Listing Rules, our Group has some flexibility in formulating a Scheme that
recognises and benefits not only persons who are in the direct employment of our Group but also
persons who are not employed but nevertheless work closely with our Group and/or are in the
position to contribute their experience, knowledge and expertise to the development and success
of our Group.
The Scheme is extended to the non-executive Directors (including our independent Directors) of
our Group.
Although the non-executive Directors are not involved in the day-to-day running of our Group, they
also play an invaluable role in our success by applying their experience, drawing on their
knowledge and utilising their expertise for the benefit of our Group. It is desirable that our
non-executive Directors be allowed to participate in the Scheme to give recognition to their
services and contribution and to further align their interests with that of our Group.
As the services and contribution of our non-executive Directors cannot be measured in the same
way as those of full-time employees of our Group, while it is desired that participation in the
Scheme be made open to non-executive Directors, Options that may be offered and granted to
any such Director would be intended as a token of our Company’s appreciation. It is envisaged
that the bulk of the Option that are granted pursuant to the Scheme will be granted to the
employees of our Group and Executive Directors, as they will comprise the bulk of participants of
the Scheme. Options will be granted to the non-executive Directors at the discretion of our
Remuneration Committee, which will be exercised judiciously.
In order to minimise any possible conflicts of interest, and so as not to compromise the objectivity
of independent members of our Board who may, in the future, be selected to participate in the
Scheme, our non-executive Directors would largely continue to be remunerated for their services
by way of directors’ fees. As such, while the Scheme does not specify any limitation as to the
amount of Shares to be comprised in options that may be granted to any participant in a financial
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year or to any category of participants for the duration of the Scheme, it is envisaged that options
that may be granted to non-executive Directors will be of token amounts and will not comprise
(whether on an individual or collective basis) a significant portion of the Shares available under
the Scheme. Rather, it is intended that the bulk of options that are granted pursuant to the Scheme
will be to our employees, as they will comprise the core group of participants of the Scheme.
Our Remuneration Committee when deciding on the selection of non-executive Directors to
participate in the Scheme and the number of Shares to be offered (in accordance with the
Scheme) will take into consideration the nature and extent of their input, assistance and extent of
their input, assistance and expertise render to the boards on which they sit and the impact thereof
on the growth, success and development of our Company and our Group, as well as their
involvement and commitment to the board on which they sit. Non-executive Directors will abstain
from making any recommendation as a Director and abstain from voting as a member of our
Company when the grant of Options to him is being considered. All Directors who are eligible to
participate in the Scheme will abstain from voting and recommending any resolution relating to the
Scheme.
5. Scheme Duration
The Scheme shall continue to be in force at the discretion of the Remuneration Committee,
subject to a maximum period of ten (10) years commencing on the date on which the Scheme
takes effect, provided always that the Scheme may continue beyond the above stipulated period
with the approval of the Company’s shareholders by ordinary resolution in general meeting and
of any relevant authorities which may then be required.
6. Subscription Price
The Subscription Price for each Share shall be the average of the last dealt prices of the Shares
on the SGX-SESDAQ for the five (5) consecutive market days immediately preceding the date of
grant of the Options, provided that in the case of Options proposed to be granted to a Controlling
Shareholder or an associate of a Controlling Shareholder, the Subscription Price for each Share
shall be equal to the average of the last dealt prices for a Share, for the 5 consecutive market days
immediately preceding the latest practicable date prior to the date of any circular, letter or notice
to the Shareholders proposing to seek their approval of the grant of Options to such Controlling
Shareholder or, as the case may be, such associate.
7. Exercise Period
The period of the exercise of an Option granted under the Scheme shall be the period
commencing after the first anniversary of the relevant date of grant of the Option but before the
tenth anniversary of such relevant date of grant of the Option or date of expiry of the Scheme
whichever is earlier.
8. Vesting Period
The holder of such an Option is entitled to exercise the Option to subscribe for the Shares
comprised in such Option in the following proportions:
After the first anniversary of date of grant of the
Option:
After the second anniversary of date of grant of
the Option:
After the third anniversary of date of grant of the
Option:
Maximum of 40% of Shares comprised in
such Option
Maximum of 70% Shares comprised in such
Option
100% of Shares comprised in such Option
102

9. Termination of options
If the holder of an Option ceases to be employed by or ceases to be a Director of the Group, he
may exercise his Option within (i) the period of 12 months after the date of such cessation of
employment or directorship or (ii) the period in which the Option is exercisable, whichever is
earlier, and upon expiry of such period, the Option shall lapse.
Special provisions in the Rules deal with the lapse or earlier exercise of Options in circumstances
which include the bankruptcy of the participant, the misconduct of the participant, the death of the
participant, a take-over of our Company; and the winding-up of our Company.
10. Acceptance of options
Offers of Options made to grantees, if not accepted by the grantees within 30 days from the date
of the offer, will lapse. Upon acceptance of the offer, the grantee must pay us a consideration of
$1.00.
11. Rights of Shares arising
Shares arising from the exercise of Options are subject to all the provisions of the Articles of
Association of the Company, and shall rank in full for all entitlements including dividends or other
distributions declared or recommended in respect of the then existing issued Shares, the record
date (“Record Date”) for which is on or after the date upon which such exercise occurred, and
shall in all other respects rank pari passu with other Shares then in issue. “Record Date” means
the date on which, at the close of business, shareholders must be registered in order to participate
in any dividends, rights, allotments or other distributions.
Cost of the Scheme to our Company
The cost to us of granting options is that the issue of new Shares upon the exercise of options on
our NTA per Share is accretive if the subscription price is above the NTA, but dilutive otherwise.
Any options granted for Shares in our Company would have a fair value at the time of grant. The
fair value of an option is an estimate of the amount that a willing buyer would pay a willing seller
for the option on the grant date. Options are granted under the Scheme at nominal value of $1.00.
Insofar as options are granted at a consideration which is less than their fair value, there will be
a cost to us.
The grant of options under the Scheme would not have an immediate direct financial impact on
our profitability based on Financial Reporting Standards (FRS) currently applied as no cash outlay
would be expended by us at the time of grant of such options. However, share options have value
because the option to buy a company’s shares for a fixed price during an extended future time
period is a valuable right, even if there are restrictions attached to such an option. Furthermore,
when share options are exercised, our share capital base will increase.
In-principle approval has been obtained from the SGX-ST for the listing and quotation of the
Option Shares. Admission to the Official List of the SGX-SESDAQ is not to be taken as an
indication of the merits of the Option Shares. The rules of the Swissco Share Option Scheme are
set out in Appendix C to this Prospectus. Details of the number of Options granted, the number
of Options exercised and the subscription price (as well as any discount involved) will be disclosed
in our annual report. The Remuneration Committee currently appointed to administer the Scheme
are Mr Phillip Chan Yee Foo and Mr Rohan Kamis, who are our Independent Directors and Mr
Alex Yeo Kian Teong, who is our Chief Executive Officer.
No option to subscribe for Shares or debentures of our Company has been granted to or
exercised by any Director or Executive Officer of our Company over the last 3 financial years.
103

CORPORATE GOVERNANCE
Our Directors recognise the importance of corporate governance and the offering of high standards of
accountability to the shareholders of our Company. Our Board of Directors has three committees: (i) the
Audit Committee; (ii) the Remuneration Committee; and (iii) the Nominating Committee.
Audit Committee
Our Audit Committee comprises Mr Rohan Kamis who is our Chairman of the Audit Committee, Mr
Phillip Chan Yee Foo and Dr Chiang Hai Ding.
After the listing, our Directors and the Executive Directors and Executive Officers of our subsidiaries will
continue to manage the business and operations of the Group while the Audit Committee will assist the
Board with regard to discharging its responsibility to safeguard the Company’s assets, maintain
adequate accounting records, and develop and maintain effective systems of internal control, with an
overall objective to ensure that the management has created and maintained an effective control
environment in the Company, and that the management demonstrates and stimulates the necessary
aspect of the Group’s internal control structure among all parties. Each member of the Audit Committee
shall abstain from voting on any resolutions and making any recommendations and/or participating in
any deliberations of the Audit Committee in respect of matters in which he is interested.
The Audit Committee will meet at least four times per year or more frequently as circumstances require,
to perform the following functions:
(a) review with the external auditors the audit plan, their evaluation of the system of internal controls,
their audit report, their management letter and the management’s response;
(b) review the quarterly and annual financial statements before submission to the Board for approval,
focusing in particular, on changes in accounting policies and practices, major risk areas,
significant adjustments resulting from the audit, the going concern statement, compliance with
accounting standards as well as compliance with the SGX-ST Listing Manual and any statutory or
regulatory requirements;
(c) review the internal control and procedures and ensure co-ordination between the external
auditors and the management, reviewing the assistance given by the management to the
auditors, and discuss problems and concerns, if any arising from the interim and final audits, and
any matters which the auditors may wish to discuss (in the absence of the management where
necessary);
(d) review and discuss with the external auditors any suspected fraud or irregularity, or suspected
infringement of any relevant laws, rules or regulations, which has or is likely to have a material
impact on the Group’s operating results or financial position, and the management’s response;
(e) consider the appointment or re-appointment of the external auditors and matters relating to
resignation or dismissal of the auditors;
(f) review transactions falling within the scope of Chapter 9 of the SGX-ST Listing Manual and to
review the compliance of interested person transactions with the procedures as disclosed in
“Review Procedure For Interested Person Transactions” on page 116 of this Prospectus;
(g) undertake such other reviews and projects as may be requested by the Board and will report to
the Board its findings from time to time on matters arising and requiring the attention of the Audit
Committee; and
(h) generally undertake such other functions and duties as may be required by statute or the Listing
Rules of SGX-ST, and by such amendments made thereto from time to time.
104

Remuneration Committee
Our Remuneration Committee comprises Mr Phillip Chan Yee Foo, Mr Rohan Kamis and Mr Alex Yeo
Kian Teong. The Chairman of the Remuneration Committee is Mr Phillip Chan Yee Foo. The
Remuneration Committee is entrusted with the administration of our compensation schemes for the
Group from time to time, determining remuneration of our executive directors and senior management.
No member of the Remuneration Committee will be allowed to participate in any deliberation of the
Committee on any matter in which he is an interested person, including on issues pertaining to any
payment or the offer or grant of any other incentives or benefits to such member.
Nominating Committee
Our Nominating Committee comprises Dr Chiang Hai Ding, Mr Phillip Chan Yee Foo and Mr Alex Yeo
Kian Teong. The Chairman of the Nominating Committee is Dr Chiang Hai Ding.
Our Nominating Committee will be responsible for:
(a) re-nomination of our Directors having regard to the Director’s contribution and performance;
(b) determining annually whether or not a Director is independent;
(c) deciding whether or not a Director is able to and has been adequately carrying out his duties as
a Director; and
(d) provide assistance to our Board in the adoption, implementation and observance of good
corporate governance.
The Nominating Committee will decide how the Board’s performance is to be evaluated and propose
objective performance criteria, subject to the approval of the Board, which address how the Board has
enhanced long-term shareholders’ value. The Board will also implement a process to be carried out by
the Nominating Committee for assessing the effectiveness of the Board as a whole and for assessing
the contribution by each individual Director to the effectiveness of the Board. Each member of the
Nominating Committee shall abstain from voting on any resolutions and making any recommendations
and/or participating in any deliberations of the Nominating Committee in respect of the assessment of
his performance or re-nomination as Director.
105

SHAREHOLDERS
Interests of our Directors and Shareholders
The direct and deemed interests of our Directors and substantial shareholders immediately before and
after the Invitation are set out below. We have only a single class of ordinary shares with equal voting
rights.
Directors
Direct Interest
Deemed Interest
Before Invitation After Invitation Before Invitation After Invitation
Number of
Shares %
Number of
Shares %
Number of
Shares %
Number of
Shares %
Yeo Chong Lin (1) — — — — 120,660,725 97.2 98,160,725 66.9
Alex Yeo Kian Teong (2) — — — — 120,660,725 97.2 98,160,725 66.9
Phillip Chan Yee Foo (3) — — — — — — — —
Dr Chiang Hai Ding (3) — — — — — — — —
Rohan Kamis (3) — — — — — — — —
Substantial
Shareholder
Yeo Holdings (4) 120,660,725 97.2 98,160,725 66.9 — — — —
Shareholders of less
than 5%
E K Lim 3,532,200 2.8 3,532,200 2.4 — — — —
Public (including
Placement Shares
offeredtothe
Directors) — — 45,000,000 30.7 — — — —
Total 124,192,925 100.0 146,692,925 100.0
Notes:
(1) Mr Yeo Chong Lin holds 5,592,298 ordinary shares of par value $1.00 in Yeo Holdings, representing 59% of the ordinary
shareholding of Yeo Holdings. His son and our Chief Executive Officer Mr Alex Yeo Kian Teong, holds 2,369,618 ordinary
shares in Yeo Holdings, representing 25% of the ordinary shareholding of Yeo Holdings. His daughters, Ms Catherine Yeo
Lee Twan and Ms Margaret Yeo Lee Hiang each holds 758,278 ordinary shares in Yeo Holdings, representing 8% of the
ordinary shareholding of Yeo Holdings. Mr Yeo Chong Lin is deemed to be interested in the shares held by Yeo Holdings
in our Company, before and after the Invitation, by virtue of Section 4 of the SFA.
(2) Mr Alex Yeo Kian Teong holds 2,369,618 ordinary shares of par value $1.00 in Yeo Holdings, representing 25% of the
ordinary shareholding of Yeo Holdings. His father and our Executive Chairman Mr Yeo Chong Lin holds 5,592,298 ordinary
shares in Yeo Holdings, representing 59% of the ordinary shareholding of Yeo Holding. His sisters, Ms Catherine Yeo Lee
Twan and Ms Margaret Yeo Lee Hiang each holds 758,278 ordinary shares in Yeo Holdings, representing 8% of the ordinary
shareholding of Yeo Holdings. Mr Alex Yeo Kian Teong is deemed to be interested in the shares held by Yeo Holdings in our
Company, before and after the Invitation, by virtue of Section 4 of the SFA.
(3) 100,000 Placement Shares will be offered for allocation to each of the independent Directors under the Invitation.
(4) Yeo Holdings is our majority shareholder immediately before and after the Invitation. Please see page 107 on “Vendor” on
Yeo Holdings.
106

Significant Changes in Ownership
The significant changes in the percentage of ownership of our Company held by our shareholders in
the last three years prior to the Latest Practicable Date are as follows:
As at date of
incorporation of the
Company
Number of
shares of
$1.00 each
Percentage
(%)
After the Restructuring
Exercise
Number of
shares of
$1.00 each
Percentage
(%)
As at the Latest
Practicable Date
Number of
Shares of
$0.08 each
Percentage
(%)
Yeo Chong Lin 1 50 — — —
Alex Yeo Kian Teong 1 50 — — —
Yeo Holdings — — 9,652,858 97.2 120,660,725 97.2
EKLim — — 282,576 2.8 3,532,200 2.8
Shares offered to Independent Directors
300,000 Placement Shares will be offered for application to our independent Directors under the
Invitation, as follows:
(a) Phillip Chan Yee Foo 100,000 Placement Shares
(b) Dr Chiang Hai Ding 100,000 Placement Shares
(c) Rohan Kamis 100,000 Placement Shares
The Placement Shares allotted to the Directors are not subject to moratorium and they may dispose of
or transfer all or part of their respective shareholdings in the Company after the admission of the
Company to the Official List of the SGX-SESDAQ.
Vendor
Yeo Holdings is an investment holding company incorporated under the laws of Singapore and having
its registered office at 9 Pandan Road, Singapore 609257. Yeo Holdings is a controlling shareholder
and substantial shareholder of our Company. Yeo Holdings will offer 22,500,000 Shares as Vendor
Shares pursuant to the Invitation, representing 18.1% of the pre-Invitation issued ordinary share capital
of the Company. Immediately after the Invitation, Yeo Holdings will hold 66.9% of the post-Invitation
issued ordinary share capital of the Company.
The shareholders of Yeo Holdings with their respective shareholdings are set out below:
Shareholders of Yeo Holdings
Number of shares
held
Percentage
shareholding (%)
Yeo Chong Lin 5,592,298 59.0
Alex Yeo Kian Teong 2,369,618 25.0
Catherine Yeo Lee Twan 758,278 8.0
Margaret Yeo Lee Hiang 758,278 8.0
Total 9,478,472 100.0
Moratorium On Shareholders
To demonstrate its commitment to the Group, Yeo Holdings who will own 66.9% of the Company’s
issued share capital after the Invitation, has undertaken not to dispose of, realise or transfer any part
of its existing interests in the Company for a period of six months commencing from the date of
107

admission of the Company to the Official List of the SGX-SESDAQ and in the six months thereafter, not
to reduce their shareholdings to below 50% of its shareholding held in the Company immediately after
the Invitation.
Each of the shareholders of Yeo Holdings, who are Yeo Chong Lin, Alex Yeo Kian Teong, Catherine Yeo
Lee Twan and Margaret Yeo Lee Hiang have undertaken not to dispose of, realise or transfer any part
of its shareholding in Yeo Holdings for a period of twelve months commencing from the date of
admission of our Company to the Official List of the SGX-SESDAQ.
Mr E K Lim has undertaken to the Group not to dispose of, realise or transfer more than one-third of
the 3,532,200 Shares held by him as at the date of this Prospectus, in each 12 month period of service
under his Service Agreement.
108

INTERESTED PERSON TRANSACTIONS
Chapter 9 of the Listing Manual
Under Chapter 9 of the Listing Manual, where a listed company or any of its subsidiaries or associated
companies over which the listed group, or the listed group and its interested person(s) has control over
(other than a subsidiary or associated company that is listed on the SGX-SESDAQ or an approved
exchange) proposes to enter into a transaction with the listed company’s interested persons, immediate
announcement and/or shareholders’ approval is required in respect of the transaction if the value of the
transaction is equal to or exceeds financial thresholds which are as follows:
(1) Immediate announcement is required where the value of such transaction is not below $100,000
and is:
(a) equal to or more than 3 per cent. of the latest audited NTA of the listed company; or
(b) equal to or more than 3 per cent. of the latest audited NTA of the listed company, when
aggregated with other transactions entered into with the same interested person during the
same financial year. The listed company must make immediate announcement of the latest
transaction and all future transactions entered into with that same interested person during
that financial year; and
(2) Shareholders’ approval is required where the value of such transaction is not below $100,000 and
is:
(a) equal to or more than 5 per cent. of the latest audited NTA of the listed company; or
(b) equal to or more than 5 per cent. of the latest audited NTA, when aggregated with other
transactions entered into with the same interested person during the same financial year.
Definitions under the Listing Manual
Under the Listing Manual:
(a) the term “interested person” is defined to mean a director, chief executive officer, or controlling
shareholder, of the listed company or an associate of any such director, chief executive officer or
controlling shareholder; and
(b) the term “associate” is defined to mean:
(i) in relation to any director, chief executive officer, substantial shareholder or controlling
shareholder (being an individual) means:
(aa) his immediate family;
(bb) the trustees of any trust of which he or his immediate family is a beneficiary or, in the
case of a discretionary trust, is a discretionary object; and
(cc) any company in which he and his immediate family together (directly or indirectly) have
an interest of 30% or more.
(ii) in relation to a substantial shareholder or a controlling shareholder (being a company)
means any other company which is its subsidiary or holding company or is a subsidiary of
any such holding company or one in the equity of which it and/or such other company or
companies taken together (directly or indirectly) have an interest of 30% or more.
(c) the term “approved exchange” is defined as a stock exchange that has rules which safeguard the
interests of the shareholders against interested person transactions according to similar principles
to Chapter 9 of the Listing Manual.
Save as disclosed below, none of our Directors, Executive Officers or substantial shareholder has any
interest in any material transaction undertaken by us in the past three years and up to the Latest
Practicable Date.
109

Past Interested Person Transactions
In addition to the Restructuring Exercise disclosed on pages 58 to 61 of this Prospectus, the
transactions between our Group and interested persons and their associates for the past 3 financial
years FY2001, FY2002 and FY2003 and for the period up to the Latest Practicable Date, are set out
below.
Transactions between Swissco Structural Mechanical and our Group
Swissco Structural Mechanical is a subsidiary of Swissco Marine. 60% of the shares in Swissco Marine
are owned by our Executive Chairman Yeo Chong Lin, 20% of the shares in Swissco Marine are owned
by Mdm Tay Ang Choo who is the wife of Mr Yeo Chong Lin and 20% of the shares in Swissco Marine
are owned by our Chief Executive Officer Alex Yeo Kian Teong. Mr Yeo Chong Lin and Mr Alex Yeo Kian
Teong are directors of Swissco Structural Mechanical and Swissco Marine.
Sale of vessels and machinery
In the past 3 financial years FY2001, FY2002 and FY2003 and for the period up to the Latest
Practicable Date, there have been no sale or purchase transactions between Swissco Structural
Mechanical and our Group, except for the sale of vessels and machinery as stated below:
FY 2001 FY2002 FY2003
Period between
1 January 2004
and the Latest
Practicable Date
Purchases of vessels from Swissco Structural
Mechanical Nil Nil Nil $3,060,000 (1)
Purchases of machinery from Swissco Structural
Mechanical Nil Nil Nil $ 519,225 (1)
Note:
(1) Purchases of vessels and machinery by us from Swissco Structural Mechanical form part of the Restructuring Exercise as
described on page 58, paragraph 1 of the “Restructuring Exercise”. The sum of $3,579,225, being the total amount of
consideration (inclusive of GST) arising from the sale of vessels and machinery on 31 March 2004, was applied by Swissco
Structural Mechanical to partially set off the loans amounting to $5,492,450 owing by Swissco Structural Mechanical to us
on 31 March 2004.
The sales and purchases of the vessels and machinery between Swissco Structural Mechanical and
our Group were on normal commercial terms and carried out on an arm’s length basis, taking into
account the prevailing market prices of the vessels and machinery at the time of the sales and
purchases.
As at the Latest Practicable Date, Swissco Structural Mechanical does not own or operate any vessels,
vehicles or machinery. After the Invitation, Swissco Structural Mechanical would solely be a real estate
holding company and would not be involved in any business related to holding, operation and transfers
of vessels, vehicles and machinery. Swissco Structural Mechanical has given a letter of undertaking
that for so long as any shareholder, director, executive officer or any person connected with the
Company has a direct or indirect interest in the shares of Swissco Structural Mechanical, it will not be
involved in any business that is similar to the business of, or services provided by the Company and
its subsidiaries.
Loans owing by Swissco Structural Mechanical to our Group
We have provided loans to Swissco Structural Mechanical in the past three financial years and for the
period up to the Latest Practicable Date to finance its purchases of 9 Pandan Road and for its working
capital requirements. The largest amounts of the loans outstanding in the past three financial years and
in the period between 1 January 2004 and the Latest Practicable Date are:
110

FY 2001 FY2002 FY2003
Period between
1 January 2004
and the Latest
Practicable Date
Largest amount outstanding $3,644,888 $4,173,592 $6,175,404 $5,605,850
The loans were interest free, unsecured and without fixed terms of repayment. All the loans have been
fully settled by Swissco Structural Mechanical partly from the sale proceeds of $3,579,225 arising from
the sale of its vessels and machinery to us as part of the Restructuring Exercise (please see page 58
on paragraph 1 of the section on “Restructuring Exercise”), and partly from an amount of $1,795,725
(the “Swissco Structural Mechanical Assigned Amount”) which is part of the sale proceeds owed by us
to Swissco Marine arising from the sale of its vessels and vehicle to us. Under the assignment, Swissco
Structural Mechanical was entitled to be paid the Swissco Structural Mechanical Assigned Amount by
us (please see pages 112 to 113 on “Transactions between Swissco Marine and our Group” in respect
of “Sale of vessels and vehicles”).
The remainder of the loans owed by Swissco Structural Mechanical to us were settled through the
setting off of the rental payable by us to Swissco Structural Mechanical arising from our sub-lease of
9 Pandan Road from Swissco Structural Mechanical (please see “Sub-lease of 9 Pandan Road” below),
from 1 June 2004 to 31 October 2004 rendered to us by Swissco Structural Mechanical.
As at the Latest Practicable Date, there are no outstanding loans owing by Swissco Structural
Mechanical to us.
Sub-lease of 9 Pandan Road
We rented our office space, warehouse and fabrication yard at 9 Pandan Road, Singapore 609257 (the
“Property”) from Swissco Structural Mechanical. The rentals paid by us for use of the office, warehouse
and fabrication yards at the Property for the past 3 financial years from FY2001 to FY2003 and in the
period between 1 January 2004 and the Latest Practicable Date are as follows:
FY 2001 FY2002 FY2003
Period between
1 January 2004
and the Latest
Practicable Date
Rental of 9 Pandan Road Nil $360,000 $360,000 $432,000
The rental amount paid by us in FY 2002 and FY2003 to Swissco Structural Mechanical was the
aggregate of the rent paid by Swissco Structural Mechanical to JTC plus an amount which represented
the estimated depreciation of the Property in the relevant year. In respect of the period on and after 1
January 2004, the rental is based on the current market rate.
We have an arrangement with Swissco Structural Mechanical whereby we would set off the remainder
of the loans owing by Swissco Structural Mechanical to us (please see the section on “Transactions
between Swissco Structural Mechanical and our Group” in respect of “Loans owing by Swissco
Structural Mechanical to our Group”), from the rental payable by us to Swissco Structural Mechanical.
The rentals paid by us for the period between 1 January 2004 and the Latest Practicable Date
amounting to $432,000 includes an advance payment for rental for the period from 1 October 2004 to
31 December 2004, for a total amount of $108,000.
This rental arrangement between us and Swissco Structural Mechanical was replaced by the
Sub-tenancy Agreement entered into between Swissco Structural Mechanical and Swissco Offshore.
Please see “Ongoing Interested Person Transaction” on pages 114 to 115 of this Prospectus.
As at the Latest Practicable Date, the amount outstanding owing to Swissco Structural Mechanical is
$600.
111

Transactions between Swissco Marine and our Group
60% of the shares in Swissco Marine are owned by our Executive Chairman Yeo Chong Lin, 20% of
the shares in Swissco Marine are owned by Mdm Tay Ang Choo who is the wife of Mr Yeo Chong Lin
and 20% of the shares in Swissco Marine are owned by our Chief Executive Officer Alex Yeo Kian
Teong. Mr Yeo Chong Lin and Mr Alex Yeo Kian Teong are directors of Swissco Marine.
Sale of vessels and vehicle
In the past 3 financial years FY2001, FY2002 and FY2003 and for the period up to the Latest
Practicable Date, there have been no sale or purchase transactions between Swissco Marine and our
Group, except for the sale of vessels and vehicle as stated below:
FY 2001 FY2002 FY2003
Period between
1 January 2004
and the Latest
Practicable Date
Purchases of vessels from Swissco Marine $700,000 Nil Nil $4,748,750 (1)
Purchase of vehicle from Swissco Marine Nil Nil Nil $ 15,319 (1)
Note:
(1) Purchases of vessels and machinery by us from Swissco Marine form part of the Restructuring Exercise as described on
page 58, paragraph 1 of the “Restructuring Exercise”. The sum of $4,764,069, being the total amount of consideration
(inclusive of GST) arising from the sale of vessels and vehicle on 31 March 2004, was applied by Swissco Marine as follows:
(a) set off the loans amounting to $1,159,311 owing by Swissco Marine to us on 31 March 2004;
(b) an amount of $1,809,033 (the “Yeo Holdings Assigned Amount”) was assigned to Yeo Holdings to set off the loans
amounting to $1,809,033 as at 31 May 2004 owing by Yeo Holdings to our Group as at 31 May 2004; Please see page
113 on “Loans Between our Group and Yeo Holdings”; and
(c) an amount of $1,795,725 (the “Swissco Structural Mechanical Assigned Amount”) was assigned to Swissco Structural
Mechanical to partially set off the loans owing by Swissco Structural Mechanical to our Group as at 31 May 2004. Please
see pages 110 to 111 on “Loans owing by Swissco Structural Mechanical to our Group” of this section.
The sales and purchases of the vessels and vehicle between Swissco Marine and our Group were on
normal commercial terms and carried out on an arm’s length basis, taking into account the prevailing
market prices of the vessels and vehicle at the time of the sales and purchases.
As at the Latest Practicable Date, Swissco Marine does not own or operate any vessels, vehicles or
machinery. After the Invitation, Swissco Marine would be inactive but would remain as the parent
company of Swissco Structural Mechanical. Swissco Marine has given a letter of undertaking that for
so long as any shareholder, director, executive officer or any person connected with the Company has
a direct or indirect interest in the shares of Swissco Marine, it will not be involved in any business that
is similar to the business of, or services provided by the Company and its subsidiaries.
Loans owing by Swissco Marine to our Group
We have provided loans to Swissco Marine in the past three financial years and for the period up to the
Latest Practicable Date to finance its acquisitions of fixed assets and for its working capital
requirements. The largest amounts of the loans outstanding in the past three financial years and in the
period between 1 January 2004 and the Latest Practicable Date are:
FY 2001 FY2002 FY2003
Period between
1 January 2004
and the Latest
Practicable Date
Largest amount outstanding $2,380,313 $1,158,999 $1,985,818 $1,159,311
112

The loans were interest free, unsecured and without fixed terms of repayment. All the loans have been
fully repaid by Swissco Marine on 31 March 2004 from the sale proceeds received by Swissco Marine
from the sale of its vessels and vehicle to us as part of the Restructuring Exercise. Please see page
58 on paragraph 1 of the section on “Restructuring Exercise”. As at the Latest Practicable Date, there
are no outstanding loans between Swissco Marine and our Group.
Transactions between Yeo Holdings and our Group
Yeo Holdings is our immediate holding company holding about 66.9% of the post-Invitation
shareholding in our Company. 59% of the shares in Yeo Holdings are owned by our Executive
Chairman Yeo Chong Lin, 25% owned by our Chief Executive Officer Alex Yeo Kian Teong and the
remaining shares owned by the family members of Yeo Chong Lin and Alex Yeo Kian Teong. Please see
page 107 on “Vendor”.
Loans between our Group and Yeo Holdings
There were inter-company loans between Yeo Holdings and our Group in the past three financial years.
The largest amounts of the loans outstanding in the past three financial years and in the period between
1 January 2004 and the Latest Practicable Date are:
FY 2001 FY2002 FY2003
Period between
1 January 2004
and the Latest
Practicable Date
Largest amount of loan outstanding granted
by Yeo Holdings to our Group $1,819,507 Nil Nil Nil
Largest amount of loan outstanding granted
by our Group to Yeo Holdings Nil $577,733 $1,579,448 $1,809,033
The loans granted by Yeo Holdings to our Group in FY2001 were unsecured and without fixed terms
of repayment. We reimbursed Yeo Holdings in FY2001 for interests paid by Yeo Holdings to its banks
which provided the credit facilities to Yeo Holdings to extend the loans to us.
The loans granted by our Group to Yeo Holdings in FY2002 and FY2003, and for the period from 1
January 2004 to the Latest Practicable Date, were interest free, unsecured and without fixed terms of
repayment. From the sale proceeds received by Swissco Marine arising from the sale of its vessels,
machinery and vehicle to us as part of the Restructuring Exercise (please see page 58 on paragraph
1 of the section on “Restructuring Exercise”), Swissco Marine assigned the right to receive an
aggregate amount of $1,809,033 (the “Yeo Holdings Assigned Amount”) to Yeo Holdings on 31 May
2004, such that Yeo Holdings was entitled to be paid the Yeo Holdings Assigned Amount by us. The Yeo
Holdings Assigned Amount fully set off the loan amount owed by Yeo Holdings to us. Consequently all
the loans owed by the Yeo Holdings to us have been fully repaid by Yeo Holdings as at 31 May 2004.
As at the Latest Practicable Date, there are no outstanding loans between Yeo Holdings and our Group.
Amounts paid to Yeo Holdings for accommodation provided to Mr Yeo Chong Lin
Our subsidiary, Swissco Offshore, paid an annual amount of $36,000 to Yeo Holdings in FY2001,
FY2002 and FY2003 to provide for the accommodation of our Executive Chairman Mr Yeo Chong Lin
at 14 Lornie Road, Singapore 298700. The payments were made as an informal arrangement to
remunerate Mr Yeo Chong Lin for his contributions to our Group. We are, however, unable to confirm
whether the amounts paid to him were on an arm’s length basis as we did not make any valuation of
his contributions at the relevant time of payments. With effect from 1 January 2004, we terminated this
informal arrangement of payments to Yeo Holdings.
113

Purchase of investment properties by Yeo Chong Lin and his family members
On 25 October 1996, our subsidiary Swissco Offshore purchased the apartment units of Nos. 5, 6, 7
and 8 “Belle Verde” located at 17–19 Markeri Street, Mermaid Beach in Australia (collectively, the
“Units”) for investment purposes. On 21 February 2001, Swissco Offshore sold these units to our
Executive Chairman Yeo Chong Lin, his sister Yeoh Ai Tin, his brother Yeo Chong Boon and his nephew
Tan Keng Lek, William, at an aggregate price equal to the net book value of the Units of $756,077.
Transactions between our Group and Yeo Chong Lin
In June 2004, the Company took over ownership of Mr Yeo Chong Lin’s personal car, for a
consideration of $100,000 being the remaining hire purchase loan. Mr Yeo Chong Lin currently holds
the car on trust for the Company.
In July 2004, the Company took over ownership of another car from Mr Yeo Chong Lin for a
consideration of $50,000 being the then prevailing market value. The car has since been sold.
As at the Latest Practicable Date, the amount outstanding owing to Mr Yeo Chong Lin is $28,000.
Transactions between our Group and Alex Yeo Kian Teong
In August 2004, the Company took over ownership of Mr Alex Yeo Kian Teong’s personal car for a
consideration of $260,000 being the then prevailing market value. The consideration would be satisfied
by the payment of $109,000 by the Company to Mr Alex Yeo Kian Teong and the Company taking on
the remaining hire-purchase loan of $151,000. Mr Alex Yeo Kian Teong currently holds the car on trust
for the Company.
As at the Latest Practicable Date, the amount outstanding owing to Mr Alex Yeo Kian Teong is
$109,000.
Ongoing Interested Person Transactions
Subleasing of 9 Pandan Road by Swissco Structural Mechanical to Swissco Offshore
Swissco Structural Mechanical, a subsidiary of Swissco Marine, is the owner of the property at 9
Pandan Road, Singapore 609257. 60% of the shares in Swissco Marine are owned by our Executive
Chairman Yeo Chong Lin, 20% of the shares in Swissco Marine are owned by Mdm Tay Ang Choo who
is the wife of Mr Yeo Chong Lin and 20% of the shares in Swissco Marine are owned by our Chief
Executive Officer Alex Yeo Kian Teong. Mr Yeo Chong Lin and Mr Alex Yeo Kian Teong are directors of
Swissco Structural Mechanical and Swissco Marine.
By a sub-tenancy agreement (“Sub-tenancy Agreement”) entered into between Swissco Structural
Mechanical and Swissco Offshore on 23 September 2004, Swissco Structural Mechanical has sub-let
its property at 9 Pandan Road to Swissco Offshore at a monthly rental of $36,000, for an initial term of
3 years commencing from 1 May 2004. The payment of the rental under the Sub-tenancy Agreement
shall commence with effect from 1 May 2004. On the expiry of the initial term, either party shall have
the right to renew the sub-tenancy for another 3 years on terms to be agreed by the parties at the
relevant time. Under the Sub-tenancy Agreement, Swissco Offshore has exclusive occupation of
739.05 sq m of the area for handling charter of vessels, warehousing and steel work fabrication. The
sub-tenancy has been approved by JTC.
The terms of the Sub-tenancy Agreement were entered into on an arms’ length basis and
commensurate with prevailing market rates, taking into consideration the rental of similar premises at
the vicinity of the property. Any renewal of the Sub-tenancy Agreement will be subject to the review of
our Audit Committee. In accordance with the procedures described in the section on “Review
Procedures for Future Interested Person Transactions” on page 116 of this Prospectus.
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Guarantees and mortgages provided by Yeo Chong Lin, Alex Yeo Kian Teong and their family
members
As at the Latest Practicable Date, the guarantees and mortgages provided by our Executive Chairman
Yeo Chong Lin and our Chief Executive Officer Alex Yeo Kian Teong and their family members are as
set out below. Yeo Chong Lin and Alex Yeo Kian Teong are Directors and substantial shareholders of
our Company through their shareholding in Yeo Holdings.
Financial Institution
Malayan Banking Berhad
Standard Chartered Bank
United Overseas Bank
Limited
Type of Securities
Type of Credit
Facilities
Amount Secured
under the Credit
Facilities
Vessel loan $1.0 million
Joint and several guarantee by:
(e) Yeoh Ai Tin (3)
(a) Yeo Chong Lin
(b) Alex Yeo Kian Teong
(c) Yeo Chong Boon (1)
(d) Tay Ang Choo (2)
Joint and several guarantee by:
(a) Yeo Chong Lin
(b) Alex Yeo Kian Teong
Letter of Credit
facility
Overdraft facility
Performance
(1) Mortgage of 30 Grove Drive by:
(e) Yeoh Ai Tin (3)
(a) Yeo Chong Boon (1) guarantee facility,
overdraft facility
(b) Yeoh Ai Tin (3)
and term loan
(c) Yeo Aye Hwa (4)
facility
(2) Mortgage of 35 Jalan Pelepah
Amount secured
by:
under the joint
(a) Yeo Chong Boon (1)
and several
(b) Yeoh Ai Tin (3)
guarantee is
(c) Yeo Aye Hwa (4)
$5.369 million
(3) Joint and several continuing
guarantee for S$5.369 million
by:
(a) Yeo Chong Lin
(b) Alex Yeo Kian Teong
(c) Yeo Chong Boon (1)
(d) Tay Ang Choo (2)
$1.5 million
$100,000
$4.856 million
Notes:
(1) Yeo Chong Boon is our senior operations manager of Swissco Offshore and the brother of Yeo Chong Lin and uncle of Alex
Yeo Kian Teong.
(2) Tay Ang Choo is the wife of Yeo Chong Lin and mother of Alex Yeo Kian Teong.
(3) Yeoh Ai Tin is the sister of Yeo Chong Lin and aunt of Alex Yeo Kian Teong.
(4) Yeoh Aye Hwa is the sister of Yeo Chong Lin and aunt of Alex Yeo Kian Teong.
The nature of the facilities covered by the above guarantees and mortgages are set out under “Liquidity
and Capital Resources” on pages 49 to 50 of this Prospectus. Upon the listing of our Shares on
SGX-SESDAQ, we intend to procure the discharge of the guarantees and mortgages provided by our
Executive Chairman Yeo Chong Lin and our Chief Executive Officer Alex Yeo Kian Teong and their
family members with respect to the credit facilities with these financial institutions. In the event that we
are unable to procure the release and discharge of the above guarantees or mortgages, Yeo Chong Lin
and Alex Yeo Kian Teong and their family members as stated above will continue to provide such
guarantees and mortgages to the relevant financial institutions.
115

Review Procedure for Interested Person Transactions
The Audit Committee will review and, if deemed appropriate by the Audit Committee, approve
interested person transactions, to ensure that they are undertaken on normal commercial terms and
that the Group has not been prejudiced in any way.
The Audit Committee will also review interested person transactions to ensure that the prevailing rules
and regulations of the SGX-ST (in particular Chapter 9 of the Listing Manual) are complied with. We will
also endeavour to comply with the principles of the Code of Corporate Governance issued by the
Committee of Corporate Governance on 4 April 2001 (as amended, modified or supplemented from
time to time).
116

POTENTIAL CONFLICTS OF INTEREST
Pursuant to the Restructuring Exercise, Swissco Structural Mechanical and Swissco Marine divested
to us all their assets which had been used to carry on businesses which were similar to those of our
Group. After the Restructuring Exercise, Swissco Structural Mechanical and Swissco Marine would not
be involved in carrying out any activities that involve similar businesses, dealing with similar products
or providing similar services as our Group. Please see pages 109 to 116 on “Interested Person
Transactions”.
Save as disclosed above, and in the section on “Restructuring Exercise” on pages 58 to 61 of this
Prospectus and in the section on “Interested Person Transactions on pages 109 to 116 of this
Prospectus:
(a) no Director, substantial shareholders or Executive Officer of the Group has any interest, direct or
indirect, in any material transactions to which the Group was or is to be a party;
(b) no Director, substantial shareholders or Executive Officer of the Group has any interest, direct or
indirect, in any company carrying on the same business or carrying on a similar trade as the
Group; and
(c) no Director, substantial shareholders or Executive Officer of the Group has any interest, direct or
indirect, in any enterprise or company that is the Company’s customer or supplier of goods or
services.
117

TAXATION
The following is a discussion of certain tax matters arising under the current tax laws in Singapore and
is not intended to be and does not constitute legal or tax advice. While this discussion is considered to
be a correct interpretation of existing laws in force as at the date of this Prospectus, no assurance can
be given that courts or fiscal authorities responsible for the administration of such laws will agree with
this interpretation or that changes in such laws will not occur. The discussion is limited to a general
description of certain tax consequences in Singapore with respect to ownership of the Shares by
Singapore investors, and does not purport to be a comprehensive nor exhaustive description of all of
the tax considerations that may be relevant to a decision to purchase the Shares. Prospective investors
should consult their tax advisers regarding Singapore tax and other tax consequences of owning and
disposing the Shares. It is emphasised that neither our Company, the Directors nor any other persons
involved in the Invitation accepts responsibility for any tax effects or liabilities resulting from the
subscription for, purchase, holding or disposal of the Shares. Any dividend payable by our Company on
the Shares will be declared and paid to shareholders in Singapore currency.
SINGAPORE INCOME TAX
Individual income tax
On 27 February 2004, the Minister for Finance announced that the following income received by
resident individuals with effect from year of assessment 2005 i.e calendar year 2004 would be exempt
from Singapore income tax:
1. all foreign sourced income received in Singapore; and
2. Singapore-sourced investment income derived directly by individuals from financial instruments.
Thus an individual taxpayer is only subject to Singapore income tax on income (other than certain
investment income and one-tier dividends which are exempt from tax) accrued in or derived from
Singapore irrespective of whether he is a resident or non-resident of Singapore.
Tax rate for a resident individual varies according to the individual’s circumstances but is subject to
current maximum rate of 22% with effect from the year of assessment 2003 i.e. calendar year 2002. A
non-resident individual is normally taxed at corporate tax rate, except that Singapore employment
income is taxed at a flat rate of 15% or at resident rates, whichever yield a higher tax.
An individual is a tax resident in Singapore in a year of assessment if, in the preceding year, he was
physically present in Singapore or exercised an employment in Singapore (other than as a director of
a company) for 183 days or more, or if he resides in Singapore.
Corporate income tax
A Singapore corporate taxpayer is subject to Singapore income tax on income accrued in or derived
from Singapore, and on foreign income received in Singapore. However foreign dividends, branch
profits and foreign service income received in Singapore on or after 1 June 2003 by a Singapore
resident company are exempt from Singapore tax if certain conditions are met. In addition, one-tier
dividends received by a resident company are also exempt from Singapore income tax.
A non-resident corporate taxpayer, with certain exceptions, is subject to income tax only on income that
is accrued in or derived from Singapore, and on foreign income received in Singapore, subject to some
exceptions. One-tier dividends received by a non-resident Singapore company are also exempt from
Singapore income tax.
A corporate taxpayer is regarded as resident for Singapore tax purposes if its business is controlled and
managed in Singapore.
In the Budget Statement 2004 announced on 27 February 2004, the Minister for Finance confirmed the
reduction of corporate tax rate from 22% to 20% with effect from the year of assessment 2005. In
calculating the taxable income, three-quarters (75%) of up to the first S$10,000 of chargeable income
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and one-half (50%) of up to the next S$90,000 are exempt from corporate tax with effect from the year
of assessment 2002. The remaining chargeable income will be fully taxable at the corporate tax rate of
20%. The tax exemptions referred to above do not apply to Singapore dividend income.
The Minister for Finances also announced in the Budget Statement 2004 that the first $100,000 of
normal chargeable income (excluding Singapore dividends) earned by new companies for each of their
first three years of assessment that fall within the period from the year of assessment 2005 to the year
of assessment 2009, would be exempt from income tax.
Dividend Distributions
Singapore currently adopts one-tier corporate taxation system. The tax on corporate profits is final and
any dividends (whether in cash of in kind) paid by a Singapore resident company are tax exempt in the
hands of the shareholders, regardless of their legal form and tax residence status. Such dividends are
unfranked with no tax credit attached.
Capital Gains
Singapore does not impose tax on capital gains. There are no specific laws or regulations, which deal
with the characterisation of capital gains. Gains derived from activities which are regarded as the
carrying on of a trade or business in Singapore are income in nature and are therefore subject to
income tax.
Profits arising from the disposal of the Shares should not be taxable in Singapore unless the investor
is dealing or trading in shares in Singapore, in which case, the disposal profits would be taxable as
trading profits and not treated as non-taxable capital gains.
SINGAPORE STAMP DUTY
There is no stamp duty on the allotment or holding of shares.
Stamp duty is payable on the instrument of transfer of the Shares at the rate of S$0.20 for every S$100
or any part thereof, computed on the consideration or market value of the Shares.
The purchaser is liable for stamp duty, unless there is an agreement to the contrary. There is exemption
from stamp duty in respect of electronic transfers of the Shares through The Central Depository system.
SINGAPORE ESTATE DUTIES
Singapore estate duty is imposed on the value of most immovable property situated in Singapore
owned by an individual who was at the time of death not domiciled in Singapore, subject to specific
exemption limits. Movable assets of an individual who at the time of death was not domiciled in
Singapore are exempt from estate duty with respect to death occurring on or after 1 January 2002.
Singapore estate duty is imposed on the value of most immovable property situated in Singapore and
on most movable property, wherever it may be situated, owned by an individual who was at the time
of death domiciled in Singapore, subject to specific exemption limits.
The Shares are considered to be movable property situated in Singapore as our Company’s share
register is maintained in Singapore.
Singapore estate duty is payable to the extent that the value of dutiable property exceeds S$600,000.
Unless other exemptions apply to other assets, for example, the separate exemption limit for residential
properties, any excess beyond S$600,000 will be taxed at 5% on the first S$12,000,000 of the
individual’s Singapore chargeable assets and thereafter at 10%.
Prospective purchasers of the Shares who are individuals, whether or not domiciled in Singapore,
should consult their own tax advisers regarding Singapore estate duty consequences of their
investment.
119

DESCRIPTION OF ORDINARY SHARES
The following statements are brief summaries of the capital structure and of the more important rights
and privileges of the shareholders as conferred by the laws of Singapore and the Articles of Association
(the “Articles”) of the Company. These statements summarise the material provisions of the Articles but
are qualified in entirety by reference to the Articles, a copy of which will be available for inspection at
the Company during normal business hours for a period of six months from the date of this Prospectus.
Ordinary Shares
The authorised capital of the Company is $20 million consisting of 250 million ordinary shares of par
value $0.08 each. There is only one class of shares, namely, the ordinary shares, which have identical
rights in all respects and rank equally with one another. The Articles of the Company provide that it may
issue shares of a different class with such preferred, deferred or other special rights, privileges or
conditions as our Board of Directors may think fit and may issue preference shares which are, or at the
Company’s option are, redeemable, subject to certain limitations. Our Board of Directors may issue
shares at a premium. If shares are issued at a premium, a sum equal to the aggregate amount or value
of the premium will, subject to certain exceptions, be transferred to a share premium account.
As at 21 October 2004, 124,192,925 ordinary shares have been issued and fully paid. Fully paid
ordinary shares are not subject to any further capital calls by the Company. All the ordinary shares are
in registered form. The Company may, subject to the provisions of the Act and the rules of the SGX-ST,
purchase its own ordinary shares. However, it may not, except in circumstances permitted by the Act,
grant any financial assistance for the acquisition or proposed acquisition of its own ordinary shares.
New Shares
The Company may only issue new shares with the prior approval of our shareholders in a general
meeting. Our shareholders have given us general authority to allot and issue shares and/or convertible
securities (where the maximum number of shares to be issued upon conversion is determinable at the
time of the issue of such securities) in our Company (whether by way of rights, bonus, or otherwise) at
any time and from time to time thereafter to such persons and on such terms and conditions and for
such purposes as the Directors may in their absolute discretion deem fit.
The aggregate number of shares and/or convertible securities to be issued pursuant to such general
authority shall not exceed 50% of our issued share capital, of which the aggregate number of shares
and/or convertible securities to be issued other than on a pro-rata basis to existing shareholders shall
not exceed 20% of our issued share capital, and unless earlier revoked or varied by ordinary resolution
of our shareholders of our Company in general meeting, such authority shall continue in force only until
our next annual general meeting or the date by which our next annual general meeting is required by
law to be held, whichever is earlier. For this purpose, the percentage of issued share capital is based
on our Company’s issued share capital at the time such authority is given after adjusting for new shares
arising from the conversion of convertible securities or employee share options on issue at the time
when such authority is given and any subsequent consolidation or subdivision of shares.
Subject to the foregoing, the provisions of the Act and any special rights attached to any class of shares
currently issued, all new ordinary shares are under the control of our Board of Directors who may allot
and issue the same with such rights and restrictions as it may think fit.
Under our Articles, subject to any direction to the contrary that may be given by our Company in general
meeting or except as permitted under the listing rules of the SGX-ST, all new shares shall, before issue,
be offered to our shareholders in proportion, as nearly as circumstances admit, to the amount of the
existing shares to which they are entitled.
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Shareholders
Only persons who are registered on the register of shareholders and, in cases in which the person so
registered is CDP, the persons named as the depositors in the depository register maintained by CDP
for the ordinary shares, are recognised as the shareholders of the Company. The Company will not,
except as required by law, recognise any equitable, contingent, future or partial interest in any ordinary
share or other rights for any ordinary share other than the absolute right thereto of the registered holder
of that ordinary share or of the person whose name is entered in the depository register for that ordinary
share. The Company may close its register of shareholders for any time or times so long as it provides
the Registry of Companies and Businesses of Singapore with at least 14 days’ notice and the SGX-ST
at least 10 clear market days’ notice. However, the register may not be closed for more than 30 days
in aggregate in any calendar year. The Company typically closes the register to determine its
shareholders’ entitlement to receive dividends and other distributions.
Transfer of Shares
There is no restriction on the transfer of fully paid Shares except where required by law or the listing
rules or the rules or by-laws of any stock exchange on which the Company is listed. Our Board of
Directors may decline to register any transfer of Shares which are not fully paid or on which the
Company has a lien. Our Shares may be transferred by a duly signed instrument of transfer in a form
approved by any stock exchange on which the Company is listed. Our Board of Directors may also
exercise their discretion to decline to register any instrument of transfer unless, among other things, it
has been duly stamped and is presented for registration together with the share certificate and such
other evidence of title as it may require. Replacement for lost or destroyed share certificates will be
made by the Company if it is properly notified and the applicant pays a fee, which will not exceed $2
and furnishes any evidence and indemnity that our Board of Directors may require.
General Meetings of Shareholders
An annual general meeting is to be held by the Company every year. Our Board of Directors may
convene an extraordinary general meeting whenever it thinks fit and must do so if shareholders
representing not less than 10 per cent. of the total voting rights of all the shareholders request in writing
that such a meeting be held. In addition, two or more of the shareholders holding not less than 10 per
cent. of the Company’s issued capital may call for an extraordinary general meeting. Unless otherwise
required by law or by the Articles, voting at general meetings is by ordinary resolution, requiring an
affirmative vote of a simple majority of 50 per cent. of the votes cast at that meeting. An ordinary
resolution suffices, for example, for the appointment of Directors. A special resolution, requiring the
affirmative vote of at least 75 per cent. of the vote cast at the meeting, is necessary for certain matters
under Singapore law, including voluntary winding up, amendments of the Memorandum of Association
and the Articles of Association, a change of the corporate name and a reduction in the Company’s share
capital, share premium account or capital redemption reserve fund. The Company must give at least
21 days’ notice in writing for every general meeting convened for the purpose of passing a special
resolution. Ordinary resolutions generally require at least 14 days’ notice in writing. The notice must be
given to each of the shareholders who have supplied the Company with an address in Singapore for
the giving of notices and must set forth the place, the day and the hour of the meeting and, in the case
of special business, the general nature of that business.
Voting Rights
A holder of the ordinary shares is entitled to attend, speak and vote at any general meeting, in person
or by proxy. A proxy need not be a shareholder. A person who holds Shares through the SGX-ST
book-entry settlement system will only be entitled to vote at a general meeting as a shareholder if his
or her name appears on the depository register maintained by CDP 48 hours before the general
meeting. Except as otherwise provided in the Articles of Association, two or more shareholders must be
present in person or by proxy to constitute a quorum at any general meeting. Under the Articles of the
Company, on a show of hands, every shareholder present in person or by proxy shall have one vote
(provided that in the case of a shareholder who is represented by two proxies, only one of the two
proxies as determined by that shareholder or, failing such determination, by the Chairman of the
meeting in his or her sole discretion, shall be entitled-to vote on a show of hands), and on a poll, every
shareholder present in person or by proxy shall have one vote for each ordinary share which he or she
121

holds or represents. A poll may be demanded in certain circumstances, including by the Chairman of
the meeting or by any shareholder present in person or by proxy and representing not less than 10 per
cent. of the total voting rights of all shareholders having the rights to attend and vote at the meeting or
by any two shareholders present in person or by proxy and entitled to vote. In the case of a tie vote,
whether on a show of hands or a poll, the Chairman of the meeting shall be entitled to a casting vote.
Dividends
The Company may, by ordinary resolution of the shareholders, declare dividends at a general meeting,
but it may not pay dividends in excess of the amount recommended by our Board of Directors. The
Company must pay all dividends out of its profits or pursuant to section 69 of the Act. Our Directors may
also declare an interim dividend. All dividends are paid pro rata amongst the shareholders in proportion
to the amount paid up on each shareholder’s ordinary shares, unless the rights attaching to an issue
of any ordinary share provide otherwise. Unless otherwise directed, dividends are paid by cheque or
warrant sent through the post to each shareholder at his registered address. Notwithstanding the
foregoing, the payment by the Company to CDP of any dividend payable to a shareholder whose name
is entered in the depository register shall, to the extent of the payment made to CDP, discharge the
Company from any liability to that shareholder in respect of that payment.
Bonus and Rights Issue
Our Board of Directors may, with the approval of the shareholders at a general meeting capitalise any
reserves or profits (including profits or moneys carried and standing to any reserve or to the share
premium account) and distribute the same as bonus shares credited as paid-up to the shareholders in
proportion to their shareholdings. Our Board of Directors may also issue rights to take up additional
ordinary shares to other shareholders in proportion to their shareholdings. Such rights are subject to
any conditions attached to such issue and the regulations of any stock exchange on which the
Company is listed.
Takeovers
The Securities and Futures Act and the Singapore Code on Take-overs and Mergers regulate the
acquisition of ordinary shares of public companies and contain certain provisions that may delay, deter
or prevent a future takeover or change in control of the Company. Any person acquiring an interest,
either on his or her own or together with parties acting in concert with him or her, in 30 per cent. or more
of the voting shares of the Company must extend a takeover offer for the remaining voting shares in
accordance with the provisions of the Singapore Code on Take-overs and Mergers. A mandatory
takeover offer is also required to be made if a person holding, either on his own or together with parties
acting in concert with him or her, between 30 per cent. and 50 per cent. of the voting shares acquires
additional voting shares representing more than one per cent. of the voting shares in any six-month
period.
“Parties acting in concert” comprise individuals or companies who, pursuant to an agreement or
understanding (whether formal or informal), cooperate, through the acquisition by any of them of shares
in a company, to obtain or consolidate effective control of that company. The following individuals and
companies will be presumed to be persons acting in concert with each other unless the contrary is
established:
• a company and its related and associated companies and companies whose associated
companies include any of these companies;
• a company with any of its directors (together with their close relatives, related trusts and
companies controlled by any of the directors, their close relatives and related trusts);
• a company with any of its pension funds and employee share schemes;
• a person with any investment company, unit trust or other fund whose investment such person
manages on a discretionary basis, but only in respect of the investment account which such
person manages;
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• a financial or other professional adviser, including a stockbroker, with its client in respect of the
shareholdings of the adviser and persons controlling, controlled by or under the same control as
the adviser and all the funds which the adviser manages on a discretionary basis, where the
shareholdings of the adviser and any of those funds in the client total 10% or more of the client’s
equity share capital;
• directors of a company (together with their close relatives, related trusts and companies controlled
by any of such directors, their close relatives and related trusts) which is subject to an offer or
where the directors have reason to believe a bona fide offer for their company may be imminent;
• partners; and
• an individual, his close relatives, his related trusts, any person who is accustomed to act in
accordance with his instructions and companies controlled by the individual, his close relatives,
his related trusts, any person who is accustomed to act in accordance with his instructions.
Liquidation or Other Return of Capital
If the Company liquidates, or in the event of any other return of capital, holders of the ordinary shares
will be entitled to participate in any surplus assets in proportion to their shareholdings, subject to any
special rights attaching to any other class of shares.
Indemnity
As permitted by Singapore law, the Articles provide that, subject to the Act, our Board of Directors and
officers shall be entitled to be indemnified by the Company against any liability incurred in defending
any proceedings, whether civil or criminal, which relate to anything done or omitted to have been done
as an officer, director or employee and in which judgement is given in their favour or in which they are
acquitted or in connection with any application under any statute for relief from liability in respect thereof
in which relief is granted by the court. The Company may not indemnify its Directors and officers against
any liability which by law would otherwise attach to them in respect of any negligence, default, breach
of duty or breach of trust of which they may be guilty in relation to the Company.
Limitations on Rights to Hold or Vote Shares
Except as described in “Voting Rights” and “Takeovers” above, there are no limitations imposed by
Singapore law or by our Articles of Association on the rights of shareholders to hold or exercise the
votes of ordinary shares, including limitations on the right of non-resident or foreign shareholders to
hold or exercise the voting rights on the shares.
Substantial Shareholdings
Under the Act, a person has a substantial shareholding in a company if he or she has an interest (or
interests) in one or more voting shares in such company and the nominal amount of that share (or the
aggregate of the nominal amounts of those shares) is not less that five per cent. of the aggregate of the
nominal amount of all voting shares in such company.
The Act and the SFA require our substantial shareholders to give notice to the Company and the
SGX-ST, including particulars of their interest and the circumstances by which they have such interest,
within two business days of their becoming our substantial shareholders and of any change in their
interest.
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Minority Rights
The rights of minority shareholders of Singapore-incorporated companies are protected under Section
216 of the Act, which gives the Singapore courts a general power to make any order, upon application
by any shareholder of the Company, as they think fit to remedy any of the following situations:
• the affairs of the Company are being conducted or the powers of our Board of Directors are being
exercised in a manner oppressive to, or in disregard of the interests of, one or more of the
shareholder; or
• the Company takes an action, or threatens to take an action, or the shareholders pass a
resolution, or propose to pass a resolution, which unfairly discriminates against, or is otherwise
prejudicial to, one or more of our shareholders, including the applicant.
Singapore courts have a wide discretion as to the reliefs they may grant and those reliefs are in no way
limited to those listed in the Act itself. Without prejudice to the foregoing, Singapore courts may:
• direct or prohibit any act or cancel or vary any transaction or resolution;
• regulate the conduct of the affairs of the Company in the future;
• authorise civil proceedings to be brought in the name, or on behalf of, the Company by a person
or persons and on such terms as the court may direct;
• provide for the purchase of a minority shareholder’s shares by the other shareholders or by the
Company and, in the case of a purchase of shares by the Company, a corresponding reduction
of its share capital;
• provide that the Memorandum of Association or the Articles be amended; or
• provide that the Company be wound up.
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GENERAL AND STATUTORY INFORMATION
INFORMATION ON OUR DIRECTORS AND EXECUTIVE OFFICERS
1. The particulars of our Directors and Executive Officers are set out on pages 89 and 93 of this
Prospectus respectively. Information on the business and working experience of our Directors and
Executive Officers is set out on pages 89 to 92 and pages 93 to 94, respectively, of this
Prospectus.
2. None of our Directors or Executive Officers is or was involved in any of the following events:
(a) petition under any bankruptcy laws in any jurisdiction filed against him in the last 10 years;
(b) petition under any bankruptcy laws in any jurisdiction filed against a partnership while he
was such a partner in the last 10 years;
(c) petition under any bankruptcy laws in any jurisdiction filed against any corporation of which
he was a director or executive officer in the last 10 years;
(d) unsatisfied judgments outstanding against him;
(e) conviction of any offence, in Singapore or elsewhere, involving fraud or dishonesty
punishable with imprisonment for 3 months or more, or a charge for violation of any
securities laws, or being the subject of any such pending criminal proceeding;
(f) conviction of any offence, in Singapore or elsewhere, involving a breach of any law or
regulatory requirement that relates to the securities or futures industry in Singapore or
elsewhere, or been the subject of any criminal proceedings (including any pending criminal
proceedings which you are aware of) for such breach;
(g) conviction of any offence, in Singapore or elsewhere, involving a breach of any securities or
financial market laws, rules or regulations;
(h) judgment against him in any civil proceeding in Singapore or elsewhere in the last 10 years
involving fraud, misrepresentation or dishonesty, or being the subject of any such pending
civil proceeding;
(i) judgment entered against him in any civil proceedings in Singapore or elsewhere in the last
10 years involving a breach of any law or regulatory requirement that relates to the securities
or futures industry in Singapore or elsewhere;
(j) conviction in Singapore or elsewhere for any offence in connection with the formation or
management of any corporation;
(k) disqualification from acting as a director of any company, or from taking part in any way
directly or indirectly in the management of any company;
(l) being the subject of any order, judgment or ruling of any court of competent jurisdiction,
tribunal or governmental body permanently or temporarily enjoining him from engaging in
any type of business practice or activity;
(m) been concerned, in Singapore or elsewhere, with the management or conduct of affairs of
any company or partnership which has been investigated by an inspector appointed under
the provisions of the Companies Act, or other securities enactments or by any other
regulatory body in connection with any matter involving the company or partnership
occurring or arising during the period when he was so concerned with the company or
partnership; and
(n) been concerned with the management or conduct, in Singapore or elsewhere, of the affairs
of any corporation or partnership which has been investigated for a breach of any law or
regulatory requirement that relates to the securities or futures industry in Singapore or
elsewhere, in connection with any matter occurring or arising during the period when he was
so concerned with the corporation or partnership.
3. Save as disclosed on pages 94 to 95 of this Prospectus, no emoluments were paid to the existing
Directors for services rendered in any capacity to the Company in FY2003.
125

4. Save as disclosed on pages 95 to 96 of this Prospectus, there are no existing or proposed service
contracts between our Directors and our Company or its subsidiaries.
5. Save as disclosed on pages 89, 93 and 106 of this Prospectus, none of our Directors and
Executive Officers are related by blood or marriage to one another nor are they so related to any
substantial shareholder of the Company.
6. Save as disclosed in the sections on “Restructuring Exercise” and on “Interested Person
Transactions”, no Director or expert is interested, directly or indirectly, in the promotion of, or in
any material assets acquired or disposed of by, or leased to, the Company or its subsidiaries
within the two years preceding the date of this Prospectus, or in any proposal for such acquisition
or disposal or lease as aforesaid.
7. No Director has any interest in any existing contract or arrangement that is significant in relation
to the business of the Group taken as a whole.
8. Save as disclosed on page 117 of this Prospectus, none of our Directors or substantial
shareholder or Executive Officers has any interest, direct or indirect, in any business carrying on
a similar trade as the Company or its subsidiaries.
9. There is no shareholding qualification for Directors in the Articles of Association of the Company.
10. In respect of the interests of the Directors and substantial shareholder in the Company at the date
of this Prospectus, please see page 106 on “Shareholders”. Save as disclosed, no Director has
any interest in the Shares, including the New Shares, which are the subject of the Invitation.
11. Save as disclosed under the section “Interested Person Transactions” on pages 109 to 116, no
sum has been paid or has been agreed to be paid, and no benefit has been given or agreed to
be given, to any Director or expert, or to any firm in which a Director or expert is a partner, or a
corporation in which such Director or expert holds shares or debentures, in cash or in shares or
otherwise, by any person to induce him to become a Director, or otherwise for services rendered
by him or by such firm or corporation in connection with the promotion or formation of the
Company.
SHARE CAPITAL
12. As at the date of this Prospectus, there is only one class of shares in the capital of the Company.
The rights and privileges attached to the Shares are stated in the Articles of Association of the
Company. There are no founder, management or deferred shares. Please see pages 120 to 124
on the “Description of Ordinary Shares” and Appendix D on a summary of our Articles of
Association.
13. The changes in the issued and paid-up share capital of our Company and our subsidiaries during
the past three years prior to the date of lodgement of this Prospectus are as follows:
Date
Our Company
Number of
shares
issued
Par
Value
($)
Issue
Price
($)
Resultant
issued
Share
capital
($) Purpose
29 January 2004 2 1.00 1.00 2 Shares issued on
incorporation
6 October 2004 9,935,432 1.00 1.00 9,935,434 Restructuring Exercise
RMS
2 October 2002 50,000 1.00 1.00 50,000 Shares issued on
incorporation
126

Save as disclosed above, there have been no changes in the amount of the issued and paid-up
share capital or the number and classes of shares of our Company and subsidiaries prior to the
date of lodgement of this Prospectus.
14. Save as disclosed in the section on “Restructuring Exercise” on pages 58 to 61 and paragraph 13
above, no shares or debentures were issued or were agreed to be issued by the Company or its
subsidiaries for cash or for a consideration other than cash during the last three years preceding
the date of this Prospectus.
15. Save as disclosed in the section on “Swissco Share Option Scheme” on pages 97 to 103, no
person has been or is entitled to be granted an option, whether conditional or unconditional, to
subscribe for shares in or debentures of the Company or any of its subsidiaries.
MEMORANDUM AND ARTICLES OF ASSOCIATION
16. Memorandum of Association
Our Memorandum of Association states, among other things, that the liability of our members is
limited. The Memorandum of Association of the Company states that the principal object of the
Company is, amongst others, to carry on the business of an investment company.
Clause 3 of our Memorandum of Association sets out in full the objects of the Company. The
Memorandum of Association is available for inspection at our registered office as stated in
paragraph 35 below under “Documents for Inspection”.
Articles of Association
A summary of selected provisions in our Articles is set out in Appendix D.
BANK BORROWINGS AND WORKING CAPITAL
17. Save as disclosed on pages 50 to 51 of this Prospectus, the Company and its subsidiaries had,
as at the Latest Practicable Date, no other borrowings or indebtedness in the nature of borrowings
including bank overdrafts and liabilities under acceptances (other than normal trading bills) or
acceptances credits, mortgages, charges, hire purchase commitments, guarantees or other
material contingent liabilities.
MATERIAL CONTRACTS
18. The following contracts (not being contracts entered into in the ordinary course of business of the
Company or its subsidiaries (as the case may be)) have been entered into by the Company or its
subsidiaries, within the two years preceding the date of this Prospectus and are or may be
material:
(a) Restructuring Agreement dated 30 January 2004 between our Company, Yeo Holdings,
Yeo Chong Lin, Tay Ang Choo, Yeoh Ai Tin, Yeo Chong Boon, Alex Yeo Kian Teong,
Catherine Yeo Lee Twan and Margaret Yeo Lee Hiang pursuant to which our Company
acquired all the shares of Swissco Offshore, as amended by a Supplemental Letter signed
by the parties on 5 June 2004. Please see the section on “Restructuring Exercise” on pages
58 to 59 of this Prospectus;
(b) Restructuring Agreement dated 30 January 2004 between our Company, Yeo Chong Lin,
Alex Yeo Kian Teong, E K Lim and Chiang Tin Tiah pursuant to which our Company acquired
all the shares of SML, as amended by a Supplemental Letter signed by the parties on 8 June
2004. Please see the section on “Restructuring Exercise” on page 59 of this Prospectus;
(c) Management and Underwriting Agreement dated 3 November 2004 between the
Company, the Vendor and Phillip Securities Pte Ltd as the Manager and Underwriter, further
particulars of which are set out in paragraph 20 on pages 128 to 129 below; and
(d) Placement Agreement dated 3 November 2004 between the Company, the Vendor and
Phillip Securities Pte Ltd as the Placement Agent, further particulars of which are set out in
paragraph 20 on pages 128 to 129 below.
127

LITIGATION
19. There have been no legal or arbitration proceedings pending or threatened against the Company
or any of its subsidiaries which may have or have had during the previous 12 months, a material
effect on the Group’s financial position. Neither the Company nor any of its subsidiaries is
engaged in any litigation or arbitration either as plaintiff or defendant in respect of any amounts
or claims which are material in the context of the Invitation. The Directors have no knowledge nor
are they aware of any proceedings which are pending or threatened against the Company or any
of its subsidiaries or of any facts likely to give rise to any such proceedings which might materially
and adversely affect the financial position of the Group.
MANAGEMENT, UNDERWRITING AND PLACEMENT ARRANGEMENTS
20. (a) Pursuant to the Management and Underwriting Agreement dated 3 November 2004 made
between our Company, the Vendor and Phillip Securities Pte Ltd (“Phillip Securities”), our
Company and the Vendor appointed Phillip Securities as the Manager to manage the
Invitation and the Underwriter to subscribe or procure subscribers, and to purchase or
procure purchasers, for any Offer Shares not subscribed for or purchased by pursuant to the
Invitation and to pay or procure payment to our Company for such Offer Shares. Phillip
Securities will receive a management fee payable by our Company and the Vendor for its
services rendered in connection with the Invitation. The Underwriter will also receive an
underwriting commission of 2.25 per cent. of the Offer Price for the Offer Shares, payable by
our Company and the Vendor in the proportion in which the number of Offer Shares offered
by each of them pursuant to the Invitation bears to the total number of Invitation Shares, for
subscribing for or procuring subscribers for, and for purchasing or procuring purchasers for,
any Offer Shares not subscribed for or purchased by the public pursuant to the Invitation and
will pay or procure payment to our Company and the Vendor for such Offer Shares.
(b) Pursuant to the Placement Agreement dated 3 November 2004 made between our
Company, the Vendor and Phillip Securities, Phillip Securities agreed to subscribe for or
procure subscribers and to purchase or procure purchasers for the Placement Shares for a
placement commission of 1.5 per cent. of the Issue Price for the Placement Shares, to be
paid by our Company and the Vendor in the proportion in which the number of Placement
Shares offered by each of them pursuant to the Invitation bears to the total number of
Placement Shares.
(c) Brokerage will be paid by our Company and the Vendor on the Offer Shares in the proportion
in which the number of Offer Shares offered by each of them pursuant to the Invitation bears
to the total number of Offer Shares at the rate of 0.25 per cent. of the Issue Price for each
Offer Share. The brokerage will be paid to members of the SGX-ST, merchant banks and
members of the Association of Banks in Singapore in respect of successful applications
made on Application Forms bearing their respective stamps, or to Participating Banks in
respect of successful applications made through Electronic Applications at their respective
ATMs. Brokerage will also be paid by our Company and the Vendor on the Placement
Shares in the proportion in which the number of Placement Shares offered by each of them
pursuant to the Invitation bears to the total number of Placement Shares at the rate of 1.0
per cent. of the Issue Price for each Placement Share. The brokerage will be paid to the
Placement Agent. Subscribers of Placement Shares may be required to pay a commission
to the Placement Agent (and if so required, such brokerage will be up to 1.0% of the Issue
Price).
(d) The Management and Underwriting Agreement may be terminated by the Manager at any
time on or before the close of the Application List on the occurrence of certain events
including,
(A) there shall come to the knowledge of the Manager or the Underwriter any breach of the
warranties or undertakings in Clause 6 of the Management and Underwriting
Agreement or that any of the warranties by the Company in Clause 6 of the
Management and Underwriting Agreement is untrue or incorrect; or
(B) any event or circumstance occurring after the date of the Management and
Underwriting Agreement and prior to 12.00 noon on the close of the Application List,
128

(C)
which if it had occurred before the date of the Management and Underwriting
Agreement, would have rendered any of the warranties in the Management and
Underwriting Agreement untrue or incorrect in any material respect comes to the
knowledge of the Manager or the Underwriter; or
if there shall have been, since the date of the Management and Underwriting
Agreement:
(i) any adverse change, or any development involving a prospective adverse
change, in the condition (financial or otherwise) of the Company and/or its
subsidiaries; or
(ii) any introduction or prospective introduction of or any change or prospective
change in any legislation, regulation, order, policy, rule, guideline or directive in
Singapore or elsewhere (whether or not having the force of law) and including,
without limitation, any directive or request issued by the MAS, the Securities
Industry Council of Singapore or the SGX-ST in the interpretation or application
thereof by any governmental authorities, court or, other competent authority; or
(iii) any change, or any development involving a prospective change, in local,
national or international financial (including stock market, foreign exchange
market, inter-bank market or interest rates or money market), political, industrial,
economic, legal or monetary conditions, taxation or exchange controls, including
without limitation, the imposition of any moratorium, suspension or material
restriction on trading in securities generally on the SGX-ST due to exceptional
financial circumstances or otherwise; or
(iv) any imminent threat or occurrence of any local, national or international outbreak
or escalation of hostilities, insurrection or armed conflict (whether or not involving
financial markets); or
(v) any other occurrence of any nature whatsoever,
which event or events shall in the opinion of the Manager (1) result or be likely to result
in a material adverse fluctuation or adverse conditions in the stock market in Singapore
or overseas, or (2) be likely to prejudice the success of the subscription, purchase or
offer of the Invitation Shares (whether in the primary market or in respect of dealings
in the secondary market), or (3) make it impracticable, inadvisable, inexpedient or
uncommercial to proceed with any of the transactions contemplated in the
Management and Underwriting Agreement, or (4) be likely to have an adverse effect on
the business, trading position, operations or prospects of the Company or of the Group
as a whole, or (5) be such that no reasonable underwriter would have entered into the
Management and Underwriting Agreement, or (6) result or be likely to result in the
issue of a stop order, by the MAS pursuant to the SFA, or (7) makes it uncommercial
or otherwise contrary to or outside the usual commercial practices of underwriters in
Singapore for the Underwriter to observe or perform or be obliged to observe or
perform the terms of the Management and Underwriting Agreement.
(e) The Placement Agreement is conditional upon the Management and Underwriting
Agreement not having been terminated or rescinded pursuant to the provisions of the
Management and Underwriting Agreement.
(f) In the event that the Management and Underwriting Agreement is terminated, we reserve
the right, at our absolute discretion, to cancel the Invitation.
21. Save as disclosed in the preceding paragraph 20 above, we do not have any material relationship
with any of the Manager, Underwriters or Placement Agents.
129

MISCELLANEOUS
22. The nature of the business of the Company is stated on pages 67 to 88 of this Prospectus. As at
the date of this Prospectus, besides the subsidiaries of the Company which are listed on pages
62 to 63 on “Group Corporate Structure”, the company which, by virtue of Section 6 of the Act, is
related to the Company is listed below:
Name of company
Parent company
Date and place of
incorporation
Yeo Holdings 26 January 1979
Singapore
Issued and
paid-up capital
Principal activities
$9,478,472 Investment holding
23. The time of opening of the Application List is set out on page 16 of this Prospectus.
24. The amount payable in full on application is $0.28 for each Invitation Share. There has been no
previous listing of the Shares by the Company or offer for sale of its Shares to the public within
the two years preceding the date of this Prospectus.
25. Application monies received by the Company in respect of successful applications (including
successful balloted applications which are subsequently rejected) will be placed in a separate
non-interest bearing account with United Overseas Bank (the “Receiving Bank”). In the ordinary
course of business, the Receiving Bank will deploy these monies in the inter-bank money market.
All profits declared from the deployment of such monies will accrue to the Receiving Bank. Any
refund of all or part of the application monies to unsuccessful or partially successful applicants will
be made without any interest or share of revenue or other benefit arising therefrom.
26. The estimated expenses in connection with the Invitation, including underwriting commission,
placement commission, brokerage, management fee, listing fee and any other expenses in
relation to the Invitation, is approximately $1.48 million, which can be broken down as follows:
$’000
Professional fees 685
Listing fees 11
Underwriting and placement commission and brokerage 331
Miscellaneous expenses 453
Total estimated expenses of the Invitation 1,480
The underwriting commission, placement commission and brokerage of approximately $331,000
will be borne by our Company and the Vendor in the proportion in which the number of Invitation
Shares offered by each of them pursuant to the Invitation bears to the total number of Invitation
Shares. All other issue expenses will be borne by our Company.
27. No amount of benefit, cash or securities has been paid or given to any promoter within the two
years preceding the date of this Prospectus or is proposed or intended to be paid or given to any
promoter at any time.
28. The Directors are not aware of any relevant material information, including trading factors or risks,
which are not mentioned elsewhere in this Prospectus and which are unlikely to be known or
anticipated by the general public and which could materially affect the profits of the Company or
the Group.
130

29. Save as disclosed in this Prospectus, the financial condition and operations of the Group are not
likely to be affected by any of the following:
(a) known trends, demands, commitments, events or uncertainties that will result in or that are
reasonably likely to result in the Group’s liquidity increasing or decreasing in any material
way;
(b) material commitments for capital expenditure;
(c) unusual or infrequent events or transactions or significant economic changes that will
materially affect the amount of reported income from operations; or
(d) known trends or uncertainties that have had or that the Group reasonably expects to have
a material favourable or unfavourable impact on revenues or operating income.
30. Save as disclosed in the sections “Information on our Company and the Group” on pages 56 to
57 and “Subsequent Events” on page B-33, our Directors are not aware of any events that have
occurred since 31 December 2003 that would have a material effect on the financial position and
results of the Group in the Pro Forma Financial Statements as of 31 December 2003 set out as
Appendix B of this Prospectus.
31. No Shares will be allotted on the basis of this Prospectus later than six months after the date of
this Prospectus.
CONSENTS
32. (a) The Auditors and Reporting Accountants have given and have not withdrawn their written
consent to the issue of this Prospectus with the inclusion in this Prospectus of the “Report
on Examination of the Proforma Financial Statements of the Group” and the Auditors’ Report
in relation to the audited financial statements of Swissco Offshore (Pte) Ltd for the financial
years ended 31 December 2002 and 31 December 2003 in the form and context in which
they are included in this Prospectus and references to their name in the form and context in
which it appears in this Prospectus and to act in such capacity in relation to this Prospectus.
(b) Wong Mun Piaw & Co have given and have not withdrawn their written consent to the issue
of this Prospectus with the inclusion in this Prospectus of the Auditors’ Report in relation to
the audited financial statements of Swissco Offshore (Pte) Ltd for the financial year ended
31 December 2001 in the form and context in which it appears in this Propsectus and
references to their name in the form and context in which it appears in this Prospectus.
(c) The Manager, the Underwriter, the Placement Agent, the Solicitors to the Invitation, the
Principal Bankers, the Share Registrar, the independant valuers, Ship-Val(IMS) Pte Ltd and
Altech Maritime Consultants Pte Ltd and other professional advisers or experts have each
given and have not withdrawn their respective written consents to the issue of this
Prospectus with the inclusion herein of and references to their respective names in the form
and context in which they, respectively, appear in this Prospectus and to act in such
respective capacities in relation to this Prospectus.
33. We currently have no intention to change our Auditors after the listing of our Company on
SGX-SESDAQ.
Details, including the names, addresses and professional qualifications (including membership in
a professional body) of the auditors of our Group for the last three financial years are as follows:
Group Company/Period
Name/Address
Partner-in-charge/
Qualifications
Membership in
Professional
Body
Swissco Offshore/
FY2003 and FY2002
PricewaterhouseCoopers
Certified Public Accountants
8 Cross Street
#17-00 PWC Building
Singapore 048424
Chey Chor Wai
Certified Public
Accountant
Institute of
Certified Public
Accountants of
Singapore
131

Group Company/Period
Name/Address
Partner-in-charge/
Qualifications
Membership in
Professional
Body
Swissco Offshore/
FY2001
Wong Mun Piaw & Co
Certified Public Accountants
No 6 Jalan Ampas #02-04
Singapore 329507
Wong Mun Piaw
Certified Public
Accountant
Institute of
Certified Public
Accountants of
Singapore
SML/
FY2003
PricewaterhouseCoopers
Certified Public Accountants
8 Cross Street
#17-00 PWC Building
Singapore 048424
Chey Chor Wai
Certified Public
Accountant
Institute of
Certified Public
Accountants of
Singapore
SML/
FY2002 and FY2001
CSTan&Co
Certified Public Accountants
6001 Beach Road
#11-07/08 Golden Mile Tower
Singapore 199589
Tan Ching Siew
Certified Public
Accountant
Institute of
Certified Public
Accountants of
Singapore
RMS/
From 2 October 2002
(date of incorporation) to
31 December 2003
RChan&Co
Certified Public Accountants
100 Beach Road
#25-06 Shaw Towers
Singapore 189702
Chan Kum Onn
Roger
Certified Public
Accountant
Institute of
Certified Public
Accountants of
Singapore
RESPONSIBILITY STATEMENT BY THE DIRECTORS AND THE VENDOR
34. This Prospectus has been seen and approved by the Directors of the Company and the Vendor
and they individually and collectively accept full responsibility for the accuracy of the information
given in this Prospectus and confirm, having made all reasonable enquiries, that to the best of
their knowledge and belief, the facts stated and the opinions expressed in this Prospectus are fair
and accurate in all material respects as at the date of this Prospectus, and that there are no
material facts the omission of which would make any statement herein misleading.
DOCUMENTS FOR INSPECTION
35. Copies of the following documents may be inspected at the registered office of the Company at
9 Pandan Road, Singapore 609257 during normal business hours for a period of six months from
the date of this Prospectus:
(a) the Memorandum and Articles of Association of the Company;
(b) the Report on the Examination of the Proforma Financial Statements of the Group for
FY2001, FY2002 and FY2003 set out as Appendix A of this Prospectus;
(c) the Proforma financial statements of the Group for FY2001, FY2002 and FY2003 set out as
Appendix B of this Prospectus;
(d) the material contracts referred to in paragraph 18 on page 127 of this Prospectus;
(e) the Service Agreements referred to on pages 95 to 96 of this Prospectus;
(f) the letters of consent referred to in paragraph 32 on page 131 of this Prospectus;
(g) the audited financial statements of Swissco Offshore for FY2001, FY2002 and FY2003;
(h) the audited financial statements of SML for FY2001, FY2002 and FY2003; and
(i) the audited financial statements of RMS for the financial period from 2 October 2002 (date
of incorporation) to 31 December 2003.
132

APPENDIX A
REPORT ON EXAMINATION OF THE PRO FORMA FINANCIAL STATEMENTS OF
THE GROUP
The Board of Directors
Swissco International Limited
9 Pandan Road
Singapore 609257
3 November 2004
Dear Sirs
This Report has been prepared for inclusion in the Prospectus dated 3 November 2004 (the
“Prospectus”) in connection with the invitation in respect of shares in the capital of Swissco
International Limited (the “Company”).
We report on the pro forma financial statements of the Company and its subsidiaries (referred to
collectively as the “Group”) set out on pages B-1 to B-33 of the Prospectus. The pro forma financial
statements of the Group, which have been prepared for illustrative purposes only and based on certain
assumptions and after making certain adjustments to show what:
(a)
(b)
(c)
the financial results of the Group for the financial years ended 31 December 2001, 31 December
2002 and 31 December 2003 would have been if the group structure (as described in Note 2(a)
to the pro forma financial statements of the Group) as of the date of the registration of the
Prospectus had been in place since 1 January 2001;
the financial position of the Group as at 31 December 2003 would have been if the group structure
as of the date of the registration of the Prospectus had been in place since 1 January 2001; and
the changes in equity and the cash flows of the Group for the financial year ended 31 December
2003 would have been if the group structure as of the date of the registration of the Prospectus
had been in place since 1 January 2001.
The pro forma financial statements of the Group, because of their nature, may not give a true picture
of the actual financial results, financial position, changes in equity and cash flows of the Group.
The pro forma financial statements of the Group are the responsibility of the directors of the Company.
Our responsibility is to express an opinion on the pro forma financial statements based on our work.
We carried out procedures in accordance with Singapore Statement of Auditing Practice SAP 24:
“Auditors and Public Offering Documents”. Our work, which involved no independent examination of the
underlying pro forma financial statements, consisted primarily of comparing the pro forma financial
statements of the Group to the financial statements of the Company and its subsidiaries, or where
information is not available in the financial statements or unaudited management accounts, to
accounting records, considering the evidence supporting the adjustments and discussing the pro forma
financial statements of the Group with the directors of the Company.
A-1

In our opinion,
(a) the pro forma financial statements have been properly prepared:
(i) in a manner consistent with both the format of the financial statements and the accounting
policies of the Group ; and
(ii) on the basis set out in Note 2(b) to the pro forma financial statements of the Group; and
(b) each material adjustment made to the information used in the preparation of the pro forma
financial statements of the Group is appropriate for the purpose of preparing such pro forma
financial statements.
Yours faithfully
PricewaterhouseCoopers
Certified Public Accountants
Singapore
Partner-in-charge: Chey Chor Wai
A-2

APPENDIX B
PRO FORMA FINANCIAL STATEMENTS FOR FY2001, FY2002 AND FY2003
SWISSCO INTERNATIONAL LIMITED
PRO FORMA INCOME STATEMENTS OF THE GROUP
Financial years ended 31 December
Notes 2001 2002 2003
$ $ $
Sales 5 10,902,349 11,601,921 12,129,518
Cost of sales (6,789,777) (6,992,960) (8,039,275)
Gross profit 4,112,572 4,608,961 4,090,243
Other operating income 5 20,589 412,145 2,137,553
Administrative expenses (1,709,407) (2,025,458) (1,849,557)
Other operating expenses (931,490) (23,527) (340,730)
Operating profit 6 1,492,264 2,972,121 4,037,509
Finance costs 8 (498,138) (373,615) (266,411)
Share of results of associated companies before
tax 562,176 269,350 600,187
Profit before tax 1,556,302 2,867,856 4,371,285
Income tax credit/(expenses) 9 130,500 (192,768) (280,677)
Profit after tax attributable to the members of
the Company 1,686,802 2,675,088 4,090,608
Earnings per share — cents
(basic and diluted) 10 1.36 2.15 3.29
B-1

SWISSCO INTERNATIONAL LIMITED
PRO FORMA BALANCE SHEET OF THE GROUP
Assets
Current assets
Notes
31 December
2003
$
Cash and bank balances 11 1,025,364
Trade and other receivables 12 11,832,274
Inventories 13 43,305
Other current assets 14 210,616
Non-current assets
13,111,559
Property, plant and equipment 15 11,970,799
Investment in associated companies 16 1,318,745
Other investment 17 15,000
13,304,544
Total assets 26,416,103
Liabilities
Current liabilities
Trade and other payables 18 8,308,614
Current tax liabilities 9 203,593
Borrowings 19 4,164,669
Non-current liabilities
12,676,876
Borrowings 19 1,854,166
Deferred tax liabilities 20 118,980
1,973,146
Total liabilities 14,650,022
Net assets 11,766,081
Represented by:
Shareholders’ equity 11,766,081
B-2

SWISSCO INTERNATIONAL LIMITED
PRO FORMA STATEMENT OF CHANGES IN EQUITY OF THE GROUP
Financial year ended
31 December 2003
Balance at the beginning of the financial year 7,675,473
Net profit and total recognised gain for the financial year 4,090,608
Balance at the end of the financial year 11,766,081
$
B-3

SWISSCO INTERNATIONAL LIMITED
PRO FORMA CASH FLOW STATEMENT OF THE GROUP
Note
Financial year ended
31 December 2003
$
Cash flows from operating activities
Profit before tax and after share of profits of associated companies 4,371,285
Adjustments for:
Depreciation of property, plant and equipment 1,128,762
Interest expense 266,411
Net gain on disposal of property, plant and equipment (2,028,879)
Share of results of associated companies before tax (600,187)
Operating cash flow before working capital change 3,137,392
Change in operating assets and liabilities
Trade and other receivables 1,425,341
Other current assets (96,384)
Inventories 8,195
Trade and other payables 526,612
Cash generated from operations 5,001,156
Income tax paid (35,824)
Net cash inflow from operating activities 4,965,332
Cash flows from investing activities
Payments for property, plant and equipment (8,229,318)
Proceeds from sale of plant and equipment 5,460,348
Payment for other investment (15,000)
Loans to related parties (1,869,123)
Net cash outflow from investing activities (4,653,093)
Cash flows from financing activities
Proceeds from borrowings 758,574
Repayments of finance lease liabilities (349,449)
Interest expenses paid (266,411)
Net cash inflow from financing activities 142,714
Net increase in cash and cash equivalents held 454,953
Cash and cash equivalents at the beginning of the financial year (2,739,032)
Cash and cash equivalents at the end of the financial year 11 (2,284,079)
B-4

SWISSCO INTERNATIONAL LIMITED
NOTES TO THE PRO FORMA FINANCIAL STATEMENTS
These notes form an integral part of and should be read in conjunction with the accompanying pro
forma financial statements of the Group.
1. General
The Company was incorporated in Singapore on 29 January 2004 as a public limited company
with an authorised share capital of $100,000 comprising 100,000 ordinary shares of $1.00 each
and an initial paid up capital of $2.00 comprising 2 ordinary shares of $1.00 each at par.
The Company was incorporated for the purpose of acquiring the shares in the existing companies
of the Group (as defined in Note 2(a)), which is primarily in the business of provision of marine
logistics business, ship repair and maintenance and related services.
The address of its principal place of business is 9 Pandan Road, Singapore 609257.
At an Extraordinary General Meeting held on 6 October 2004, the shareholders of the Company
approved, inter alia, the following:
(a) the increase in the authorised share capital of the Company from $100,000 divided into
100,000 ordinary shares of $1.00 each to $20,000,000 divided into 20,000,000 ordinary
shares of $1.00 each; and
(b) the issue and allotment of 9,935,432 ordinary shares of $1.00 each in the share capital of
the Company pursuant to the Restructuring Exercise, further details of which are set out on
pages 58 to 61 of the Prospectus.
At an Extraordinary General Meeting held on 21 October 2004, the shareholders of the Company
approved, inter alia, the following:
(a) the subdivision of each ordinary share of $1.00 in the authorised and issued share capital
of the Company into 50 ordinary shares of $0.02 each;
(b) the consolidation of 4 ordinary shares of $0.02 each in the authorised and issued share
capital into 1 ordinary share of $0.08 each;
(c) the adoption of a new set of Articles of Association which complies with the listing
requirements of the Act for public companies;
(d) the issue and allotment of 22,500,000 new shares pursuant to the Invitation, which, when
issued and fully paid-up, will rank pari passu in all respects with the existing shares;
(e) the adoption of the Swissco Share Option Scheme; and
B-5

SWISSCO INTERNATIONAL LIMITED
NOTES TO THE PRO FORMA FINANCIAL STATEMENTS
1. General (continued)
(f) that authority be given to the Directors to allot and issue shares and/or convertible securities
in the Company (whether by way of rights, bonus, or otherwise) at any time and from time
to time thereafter to such persons and on such terms and conditions and for such purposes
as the Directors may in their absolute discretion deem fit provided that the aggregate
number of shares and/or convertible securities to be issued shall not exceed 50% of the
issued share capital, and further provided that the aggregate number of shares and/or
convertible securities to be issued other than on a pro-rata basis to existing shareholders
shall not exceed 20% of the issued share capital, and unless earlier revoked or varied by
ordinary resolution of the shareholders of the Company in general meeting, such authority
shall continue in force only until the next annual general meeting or the date by which the
next annual general meeting is required by law to be held, whichever is earlier.
For the purpose of this resolution and pursuant to Rule 806(3) of the SGX-ST Listing
Manual, the percentage of issued share capital is based on the Company’s post-invitation
issued share capital after adjusting for new shares arising from the conversion or exercise
of any convertible securities or employee share options on issue at the time when such
authority is given and any subsequent consolidation or subdivision of shares.
2. Basis of preparation of the pro forma financial statements of the Group
(a) Restructuring exercise
The pro forma financial statements of the Group were compiled based on the group structure
pursuant to the Restructuring Exercise (“the Exercise”) as set out on pages 58 to 61 of the
Prospectus.
The Company and its subsidiaries acquired pursuant to the Exercise are collectively referred
to as the Group.
Upon the completion of the Exercise, the Company has the following subsidiaries and
associated companies:
Effective
percentage
Date and
place of
incorporation Principal Business
Principal
place of
business
Issued and
paid up
capital
of equity
held by
the Group
%
Name of
subsidiaries held
by the Company
Swissco Offshore
(Pte) Ltd
Singapore Marine
Logistics Pte Ltd
29/10/1975
Singapore
12/09/1998
Singapore
Operator of off-shore
support vessels, ship
chartering, provision
of marine logistics
services and related
business
Ship repair and
maintenance and
related services
Singapore $1,000,000 100
Singapore $500,000 100
B-6

SWISSCO INTERNATIONAL LIMITED
NOTES TO THE PRO FORMA FINANCIAL STATEMENTS
2. Basis of preparation of the pro forma financial statements of the Group (continued)
(a)
Restructuring exercise (continued)
Name of
subsidiaries held
by subsidiaries
Swissco Offshore
Ltd
Regional Marine
Supply Private
Limited
Name of
associated
companies held
by the Group
PT Swisko
Berjaya
Swiber Offshore
Pte Ltd (formerly
known as AJR
Marine Pte Ltd)
Swisko Marine
(Malaysia) Sdn.
Bhd.
Asia Pacific
Marine Ltd
Date and
place of
incorporation
24/05/2000
Republic of
Seychelles
02/10/2002
Singapore
15/11/1996
Indonesia
30/11/1996
Singapore
20/05/2003
Malaysia
17/07/2002
Malaysia
Camvale Pte Ltd 17/02/2001
Singapore
Principal Business
Holding the
Seychelles-flagged
vessels
Trading of marine
equipment, spare
parts and shore
supplies
Transportation of oil
and gas services
Shipowners,
operators and
charterers
Chartering of
bareboats
Principal
place of
business
Republic of
Seychelles
Issued and
paid up
capital
Effective
percentage
of equity
held by
the Group
%
US$5,000 100
Singapore $50,000 99.998
Indonesia RP250,000,000 30
Singapore $100,000 30
Malaysia RM3 33
Supply of bareboats Malaysia US$3 33
Shipowners,
operators and
charterers
Singapore $100,000 30
B-7

SWISSCO INTERNATIONAL LIMITED
NOTES TO THE PRO FORMA FINANCIAL STATEMENTS
(b)
Basis of preparation
The objective of the pro forma financial statements of the Group is to show what the
historical information might have been had the Group mentioned in Note 2(a) to the pro
forma financial statements existed since 1 January 2001.
To reflect the group structure pursuant to the Group Restructuring Exercise as described in
Note 2 (a) above, the pro forma financial statements of the Group for the financial year
ended 31 December 2003 have been prepared using the pooling of interest method of
accounting. Accordingly, the results of the Group for the financial year ended 31 December
2003, and the comparatives for the financial year ended 31 December 2002 and 31
December 2001, have been presented as if the group structure as at the date of the
registration of the Prospectus has been in place since 1 January 2001, and assets and
liabilities are brought into the pro forma financial statements at their existing carrying
amounts. Consequently, there is no goodwill or discount arising from the Group
restructuring.
The pro forma financial statements of the Group, because of their nature, may not give a true
picture of the Group’s financial position or results. The pro forma financial statements of the
Group are not necessarily indicative of results of the operations or related effects on the
financial position that would have been attained had the Group actually existed earlier.
The financial information set out in this report is expressed in Singapore Dollars. The pro
forma financial statements of the Group are prepared for illustrative purposes only and are
based on the assumption and after making adjustments to show what the financial results
of the Group for the financial years ended 31 December 2001, 2002 and 2003, the financial
position as at 31 December 2003 and changes in equity and cash flows of the Group for the
year ended 31 December 2003, would have been if the group structure had been in
existence since 1 January 2001.
All significant intercompany transactions and balances have been eliminated in the
preparation of the pro forma income statements and the pro forma balance sheet of the
Group.
The pro forma financial statements of the Group are compiled based on the following:
The Company
(i) no audited financial statements and management accounts of the Company were
prepared since the Company was newly incorporated on 29 January 2004. The
Company was incorporated for the purpose of acquiring the shares in the existing
companies of the Group (as defined in Note 2(a)), which is primarily in the business
of provision of marine logistics business, ship repair and maintenance and related
services and has remained inactive since incorporation.
B-8

SWISSCO INTERNATIONAL LIMITED
NOTES TO THE PRO FORMA FINANCIAL STATEMENTS
2. Basis of preparation of the pro forma financial statements of the Group (continued)
(b) Basis of preparation (continued)
The Subsidiaries
Swissco Offshore (Pte) Ltd
(ii) audited financial statements of Swissco Offshore (Pte) Ltd for the financial year
ended 31 December 2001 prepared in accordance with Singapore Statements of
Accounting Standard (“SAS”) and audited by Wong Mun Piaw & Co., Singapore, a
member of the Institute of Certified Public Accountants of Singapore. The auditors’
report on these financial statements was unqualified.
(iii)
(iv)
audited financial statements of Swissco Offshore (Pte) Ltd for the financial year
ended 31 December 2002 prepared in accordance with SAS and audited by
PricewaterhouseCoopers, Singapore, a member of the Institute of Certified Public
Accountants of Singapore. The auditors’ report on these financial statements was
unqualified.
audited financial statements of Swissco Offshore (Pte) Ltd for the financial year
ended 31 December 2003 prepared in accordance with Singapore Financial
Reporting Standards and audited by PricewaterhouseCoopers, Singapore, a
member of the Institute of Certified Public Accountants of Singapore. The auditors’
report on these financial statements was unqualified.
Singapore Marine Logistics Pte Ltd
(v) audited financial statements of Singapore Marine Logistics Pte Ltd for the financial
year ended 31 December 2001 and 2002 prepared in accordance with Singapore
Statements of Accounting Standard and audited by C.S Tan & Co., Singapore, a
member of the Institute of Certified Public Accountants of Singapore. The auditors’
reports on these financial statements were unqualified.
(vi)
audited financial statements of Singapore Marine Logistics Pte Ltd for the financial
year ended 31 December 2003 prepared in accordance with Singapore Financial
Reporting Standards and audited by PricewaterhouseCoopers, Singapore, a
member of the Institute of Certified Public Accountants of Singapore. The auditors’
report on these financial statements was unqualified.
Swissco Offshore Ltd
(vii) no audited financial statements and management accounts were prepared for
Swissco Offshore Ltd for the financial year ended 31 December 2001, 2002 and
2003. It has not commenced operations as at 31 December 2001, 2002 and 2003.
B-9

SWISSCO INTERNATIONAL LIMITED
NOTES TO THE PRO FORMA FINANCIAL STATEMENTS
2. Basis of preparation of the pro forma financial statements of the Group (continued)
(b) Basis of preparation (continued)
Regional Marine Supply Private Limited
(viii) audited financial statements of Regional Marine Supply Private Limited for the
financial period from 2 October 2002 (date of incorporation) to 31 December 2003
prepared in accordance with Singapore Financial Reporting Standards and audited
by R Chan & Co., Singapore, a member of the Institute of Certified Public
Accountants of Singapore. The auditors’ report on these financial statements was
unqualified.
The Associated Companies
PT Swisko Berjaya
(ix) audited financial statements of PT Swisko Berjaya for the financial year ended 31
December 2001 prepared in accordance with accounting standards established by
the Indonesian Institute of Accountants and audited by Arthur Anderson, a member
of the Indonesian Institute of Accountants, who has ceased operations. The auditors’
report on these financial statements was unqualified.
(x) audited financial statements of PT Swisko Berjaya for the financial year ended 31
December 2002 and 2003 prepared in accordance with accounting standards
established by the Indonesian Institute of Accountants and audited by Ernst & Young,
Indonesia, a member of the Indonesian Institute of Accountants. The auditors’
reports on these financial statements were unqualified.
(xi)
no material adjustments are necessary to restate these sets of financial statements
for them to conform with Singapore Financial Reporting Standards as there are no
significant differences in accounting treatment between Singapore Financial
Reporting Standards and the approved accounting standards in Indonesia adopted
by PT Swisko Berjaya.
Swiber Offshore Pte Ltd (formerly known as AJR Marine Pte Ltd)
(xii) audited financial statements of Swiber Offshore Pte Ltd for the financial year ended
30 November 2001 and 2002 prepared in accordance with Singapore Statements of
Accounting Standard and audited by R Chan & Co., Singapore, a member of the
Institute of Certified Public Accountants of Singapore. The auditors’ reports on these
financial statements were unqualified.
(xiii) audited financial statements of Swiber Offshore Pte Ltd for the financial period 1
December 2002 to 31 December 2003 prepared in accordance with Singapore
Financial Reporting Standards and audited by R Chan & Co., Singapore, a member
of the Institute of Certified Public Accountants of Singapore. The auditors’ report on
these financial statements was unqualified.
B-10

SWISSCO INTERNATIONAL LIMITED
NOTES TO THE PRO FORMA FINANCIAL STATEMENTS
2. Basis of preparation of the pro forma financial statements of the Group (continued)
(b) Basis of preparation (continued)
Swisko Marine (Malaysia) Sdn. Bhd.
(xiv) audited financial statements of Swisko Marine (Malaysia) Sdn Bhd for the financial
period from 20 May 2003 (date of incorporation) to 31 December 2003 prepared in
accordance with the provisions of the Malaysian Companies Act, 1965 and the
applicable approved accounting standards in Malaysia and audited by Deloitte
Kassim Chan, Malaysia, a member of the Malaysia Institute of Accountants. The
auditors’ report on these financial statements was unqualified.
(xv)
no material adjustments are necessary to restate this set of financial statements for
it to conform with Singapore Financial Reporting Standards as there are no
significant differences in accounting treatment between Singapore Financial
Reporting Standards and the approved accounting standards in Malaysia adopted by
Swisko Marine (Malaysia) Sdn. Bhd.
Asia Pacific Marine Ltd
(xvi) audited financial statements of Asia Pacific Marine Ltd for the financial period from
17 July 2002 (date of incorporation) to 31 December 2003 prepared in accordance
with the provisions of the Malaysian Companies Act, 1965 and the applicable
approved accounting standards in Malaysia and audited by Deloitte Kassim Chan,
Malaysia, a member of the Malaysia Institute of Accountants. The auditors’ report on
these financial statements was unqualified.
(xvii)
no material adjustments are necessary to restate this set of financial statements for
it to conform with Singapore Financial Reporting Standards as there are no
significant differences in accounting treatment between Singapore Financial
Reporting Standards and the approved accounting standards in Malaysia adopted by
Asia Pacific Marine Ltd.
Camvale Pte Ltd
(xviii) audited financial statements of Camvale Pte Ltd for the financial period from 17
February 2001 (date of incorporation) to 30 June 2002 and financial year ended 30
June 2003 prepared in accordance with Singapore Statements of Accounting
Standard and audited by R Chan & Co., Singapore, a member of the Institute of
Certified Public Accountants of Singapore. The auditors’ reports on these financial
statements were unqualified.
(xix) audited financial statements of Camvale Pte Ltd for the financial period from 1 July
2003 to 31 December 2003 prepared in accordance with Singapore Financial
Reporting Standards and audited by R Chan & Co., Singapore, a member of the
Institute of Certified Public Accountants of Singapore. The auditors’ report on these
financial statements was unqualified.
B-11

SWISSCO INTERNATIONAL LIMITED
NOTES TO THE PRO FORMA FINANCIAL STATEMENTS
2. Basis of preparation of the pro forma financial statements of the Group (continued)
(c) Acquisition of vessels, vehicle and cranes
Subsequent to 31 December 2003, the following vessels, vehicle and cranes owned by
related parties were transferred to a subsidiary, Swissco Offshore (Pte) Ltd, at valuation or
net book value. Although owned by related parties, these vessels, vehicle and cranes have
been used by the Group companies since their acquisition. Hence the historical costs are
included in the pro forma financial statements as if the vessels, vehicle and cranes had been
transferred to the Group on the dates of their acquisition as they were under common
control:
Name
Transferor
Historical
Cost(#)
Amount of
consideration
$ $
Swissco 88 Swissco Marine Pte Ltd 766,485 1,700,000(^)
Swissco 99 Swissco Marine Pte Ltd 1,735,900 3,000,000(^)
Swissco 188 Swissco Marine Pte Ltd 300,000 22,500(*)
Sea Speed Swissco Marine Pte Ltd 350,000 26,250(*)
Swissco
Super Swissco Structural Mechanical Pte Ltd 1,710,000 3,060,000(^)
Van Swissco Marine Pte Ltd 41,685 14,590(*)
Cranes Swissco Structural Mechanical Pte Ltd 600,000 494,500(*)
$5,504,070 $8,317,840
The depreciation charge for the vessels, vehicle and cranes are calculated based on
historical costs and from the date of acquisition. Hence, the shareholders’ equity and
accumulated depreciation as at 1 January 2001 have been adjusted to reflect the
depreciation charge incurred by some of the vessels and cranes acquired before 1 January
2001.
(#) historical cost at the date of acquisition by the transferor
(^) valuation at the date of acquisition by the Group subsequent to year end (see Note 26).
(*) net book value as at 31 March 2004
3. Significant accounting policies
(a) Effect of changes in Singapore Companies Legislation
Pursuant to the Singapore Companies (Amendment) Act 2002, with effect from financial
year commencing on or after 1 January 2003, Singapore-incorporated companies are
required to prepare and present their statutory accounts in accordance with the Singapore
Financial Reporting Standards (“FRS”). Hence, these pro forma financial statements,
including the comparative figures, have been prepared in accordance with FRS.
Previously, certain companies in the Group prepared their audited financial statements in
accordance with SAS. The adoption of FRS does not have a material impact on the
accounting policies and figures previously presented in those audited financial statements.
B-12

SWISSCO INTERNATIONAL LIMITED
NOTES TO THE PRO FORMA FINANCIAL STATEMENTS
3. Significant accounting policies (continued)
(b) Basis of accounting
The pro forma financial statements of the Group have been prepared under the historical
cost convention. The preparation of pro forma financial statements in conformity with FRS
requires the use of estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the date of the pro forma
financial statements and the reported amounts of revenues and expenses during the
financial year. Although these estimates are based on management’s best knowledge of
current event and actions, actual results may ultimately differ from those estimates.
The Group’s principal operations are conducted in Singapore. The financial information set
out in this report has been prepared in Singapore Dollars, being the measurement currency
of the Company.
(c)
Revenue recognition
Income on goods sold is recognised on completion of delivery when significant risks and
rewards of ownership of the goods are transferred to the buyer. Charter hire income is taken
to the income statement on an accrual basis over the charter hire period, and after
eliminating sales within the Group companies.
Revenue from rendering of services is based on stage of completion determined by
reference to services performed to date as a percentage of total services to be performed.
Rental income is recognised on an accrual basis in accordance with the substance of the
relevant agreement.
(d)
Group accounting
Associated Companies
Associated companies are entities over which the Group generally has between 20% and
50% of the voting rights, and over which the Group has significant influence, but which it
does not control. Investments in associated companies are accounted for in the pro forma
financial statements using the equity method of accounting.
Equity accounting involves recognising the Group’s share of the results of associated
companies in the pro forma income statement and the Group’s share of post-acquisition
movements in reserves in consolidated reserves. The cumulative post-acquisition
movements are adjusted against the cost of investment. Unrealised gains on transactions
between the Group and its associated companies are eliminated to the extent of the Group’s
interest in the associated companies; unrealised losses are also eliminated unless the
transaction provides evidence of an impairment of the asset transferred. Where necessary,
in applying the equity method, adjustments are made to the financial statements of
associated companies to ensure consistency of accounting policies with those of the Group.
The Group’s investments in associated companies are stated in the pro forma balance sheet
at an amount that reflects its share of the net assets of the associated companies and
includes goodwill (net of accumulated amortisation) on acquisition. Equity accounting is
discontinued when the carrying amount of the investment in an associated company
reaches zero, unless the Group has incurred obligations or guaranteed obligations in
respect of the associated company.
B-13

SWISSCO INTERNATIONAL LIMITED
NOTES TO THE PRO FORMA FINANCIAL STATEMENTS
3. Significant accounting policies (continued)
(e) Other investment
Investment in unquoted shares is held on a long term basis for their investment potential and
income, and is stated at cost. Provision is made for any impairment in value.
(f)
Property, plant and equipment
All property, plant and equipment are stated at historical cost less accumulated depreciation.
Depreciation is calculated on a straight line basis to write off the cost of property, plant and
equipment over their expected useful lives. The estimated useful lives are as follows:
Motor launches/barges
15 years
Leasehold buildings
the shorter of 50 years or the lease term
Motor vehicles
5 -10 years
Renovation
10 years
Furniture, fittings and computers
3–10 years
Barges and containers
3–20 years
Plant and equipment
3–5 years
No depreciation is provided on vessels-in-construction.
Repairs and maintenance are taken to the pro forma income statement during the financial
period in which they are incurred. The cost of major renovations and restorations is included
in the carrying amount of the asset when it is probable that future economic benefits in
excess of the originally assessed standard of performance of the existing asset will flow to
the Group, and depreciated over the remaining useful life of the asset.
Where an indication of impairment exists, the carrying amount of the asset is assessed and
written down immediately to its recoverable amount.
(g)
(h)
Impairment of long lived assets
Property, plant and equipment are reviewed for impairment losses whenever events or
changes in circumstances indicate that the carrying amount may not be recoverable. An
impairment loss is recognised for the amount by which the carrying amount of the asset
exceeds its recoverable amount which is the higher of an asset’s net selling price and value
in use. For the purposes of assessing impairment, assets are grouped at the lowest level for
which there is separately identifiable cash flows.
Foreign currency translation
(1) Measurement currency
Items included in the pro forma financial statements of each entity in the Group are
measured using the currency that best reflects the economic substance of the underlying
events and circumstances relevant to that entity (“the measurement currency”). The pro
forma financial statements of the Group are presented in Singapore Dollars, which is the
measurement currency of the Company.
B-14

SWISSCO INTERNATIONAL LIMITED
NOTES TO THE PRO FORMA FINANCIAL STATEMENTS
3. Significant accounting policies (continued)
(h)
Foreign currency translation (continued)
(2) Transactions and balances
Foreign currency transactions are translated into the measurement currency using the
exchange rates prevailing at the date of transactions. Foreign exchange gains and losses
resulting from the settlement of such transactions and from the translation of monetary
assets and liabilities denominated in foreign currencies are recognised in the pro forma
income statement.
Foreign currency monetary assets and liabilities are translated into Singapore Dollars at the
rates of exchange prevailing at the balance sheet date or at contracted rates where they are
covered by forward exchange contracts. Exchange differences arising are taken to the pro
forma income statement.
(i)
(j)
(k)
(3) Group companies
In respect of associated companies and subsidiaries whose operations are not an integral
part of the Group’s operations, the pro forma balance sheets are translated into Singapore
Dollars at the exchange rates prevailing at the balance sheet date, and the results are
translated using the average monthly exchange rates for the financial year. The Group’s
share of exchange differences arising from the translation of foreign associated companies
are taken directly to the foreign currency translation reserve. On disposal, accumulated
translation differences are recognised in the pro forma income statement as part of the gain
or loss on sale.
Provisions
Provisions are recognised when the Group has a 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 a reliable estimate of the amount can be made.
Trade receivables
Trade receivables are stated at original invoice amount less allowance made for doubtful
receivables based on a review of all outstanding amounts at the year end. An allowance for
doubtful receivables is made when there is objective evidence that the Group will not be able
to collect all amounts due according to original terms of receivables. Bad debts are written
off when identified.
Leases
(1) When a group company is the lessee:
Finance leases
Leases of plant and equipment where the Group assumes substantially all the risks and
rewards of ownership are classified as finance leases. Finance leases are capitalised at the
inception of the lease at the lower of the fair value of the leased property or the present value
of the minimum lease payments. Each lease payment is allocated between the liability and
finance charges so as to achieve a constant rate on the finance balance outstanding. The
corresponding rental obligations, net of finance charges, are included in borrowings. The
interest element of the finance cost is taken to the pro forma income statement over the
lease period so as to produce a constant periodic rate of interest on the remaining balance
of the liability for each period.
B-15

SWISSCO INTERNATIONAL LIMITED
NOTES TO THE PRO FORMA FINANCIAL STATEMENTS
3. Significant accounting policies (continued)
(k) Leases (continued)
Operating leases
Leases where 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 taken to the pro forma income statement on a
straight-line basis over the period of the lease.
When an operating lease is terminated before the lease period has expired, any payment
required to be made to the lessor by way of penalty is recognised as an expense in the
period in which termination takes place.
(2) When a group company is the lessor:
Operating leases
Assets leased out under operating lease are included in property, plant and equipment and
are stated at cost and are depreciated over the useful lives. Rental income is recognised on
an accrual basis in accordance with the substance of the relevant agreement. Charter hire
income is taken to the income statement on an accrual basis over the charter hire period.
(l)
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined by the
first-in, first-out basis. Net realisable value is the estimated selling price in the ordinary
course of business, less the costs of completion and selling expenses.
Allowance is made where necessary for obsolete, slow-moving and defective inventories.
(m)
Deferred income taxes
Deferred income tax is provided in full, using the liability method, on temporary differences
arising between the tax bases of assets and liabilities and their carrying amounts in the pro
forma financial statements. Currently enacted tax rates are used in the determination of
deferred income tax.
Deferred tax assets are recognised to the extent that it is probable that future taxable profit
will be available against which the temporary differences can be utilised.
Deferred income tax is provided on temporary differences arising on investments in
subsidiaries and associated companies, except where the timing of the reversal of the
temporary difference can be controlled and it is probable that the temporary difference will
not reverse in the foreseeable future.
(n)
Employee benefits
Employee entitlements to annual leave are recognised when they accrue to employees. An
accrual is made for the estimated liability for annual leave as a result of services rendered
by the employee up to the balance sheet date.
B-16

SWISSCO INTERNATIONAL LIMITED
NOTES TO THE PRO FORMA FINANCIAL STATEMENTS
3. Significant accounting policies (continued)
(o) Segment reporting
Business segments provide products and services that are subject to risks and returns that
are different from those of other business segments. Geographical segments provide
products or services within a particular economic environment that is subject to risks and
returns that are different from those components operating in other economic environments.
(p)
(q)
Cash and cash equivalents
Cash and cash equivalents are carried in the pro forma balance sheet at cost. For the
purposes of the pro forma cash flow statement, cash and cash equivalents comprise of cash
in hand, deposits held at call with banks and bank overdrafts. Bank overdrafts are included
under borrowings in current liabilities on the pro forma balance sheet.
Dividends
Dividends are recorded in the Group’s pro forma financial statements in the period in which
they are approved by the Company’s shareholders.
4. Summary of adjustments
The following adjustments have been made to the pro forma financial statements of the
companies in the Group for the respective financial years in arriving at the pro forma financial
statements of the Group:
(a) Pro Forma Income Statement
Financial years ended 31 December
2001 2002 2003
Sales
Per aggregation of financial statements of
individual subsidiaries
$
11,085,480
$
11,794,192
$
12,390,000
Less: elimination of sales within the
Proforma Group (183,131) (192,271) (260,482)
Per pro forma financial statements of the
Group 10,902,349 11,601,921 12,129,518
Financial years ended 31 December
2001 2002 2003
Cost of Sales
Per aggregation of financial statements of
individual subsidiaries
$
6,810,395
$
7,022,718
$
8,295,305
Add: depreciation of plant and equipment
transferred to the Proforma Group 494,576 494,576 336,515
Add: depreciation of investment properties
used by the Proforma Group 207,937 207,937 207,937
Less: elimination of cost of sales within the
Proforma Group (723,131) (732,271) (800,482)
Per pro forma financial statements of the
Group 6,789,777 6,992,960 8,039,275
B-17

SWISSCO INTERNATIONAL LIMITED
NOTES TO THE PRO FORMA FINANCIAL STATEMENTS
4. Summary of adjustments (continued)
(a) Pro Forma Income Statement (continued)
Financial years ended 31 December
2001 2002 2003
$ $ $
Other operating income
Per aggregation of financial statements of
individual subsidiaries 560,589 952,145 2,677,553
Less: elimination of rental income within the
Proforma Group (540,000) (540,000) (540,000)
Per pro forma financial statements of the
Group 20,589 412,145 2,137,553
Other operating expenses
Financial years ended 31 December
2001 2002 2003
$ $ $
Per aggregation of financial statements of
individual subsidiaries 931,490 23,527 521,795
Less: reversal of provision for diminution in a
subsidiary in the Proforma Group — — (50,000)
Less: reversal of provision for doubtful debts
in a subsidiary in the Proforma Group — — (131,065)
Per pro forma financial statements of the
Group 931,490 23,527 340,730
Share of results of associated companies
before tax
Financial years ended 31 December
2001 2002 2003
$ $ $
Per aggregation of financial statements of
individual subsidiaries — — —
Add: share of associated companies’ results 562,176 269,350 600,187
Per pro forma financial statements of the
Group 562,176 269,350 600,187
B-18

SWISSCO INTERNATIONAL LIMITED
NOTES TO THE PRO FORMA FINANCIAL STATEMENTS
4. Summary of adjustments (continued)
(a) Pro Forma Income Statement (continued)
Financial years ended 31 December
2001 2002 2003
$ $ $
Profit before tax
Per aggregation of financial statements of
individual subsidiaries 1,696,639 3,301,019 4,134,485
Less: depreciation of plant and equipment
transferred to Proforma Group (494,576) (494,576) (336,515)
Less: depreciation of investment properties
used by the Proforma Group (207,937) (207,937) (207,937)
Add: reversal of provision for doubtful debts
in a subsidiary within Proforma Group — — 131,065
Add: reversal of provision for diminution in a
subsidiary within Proforma Group — — 50,000
Add: share of results’ of associated
companies in the Proforma Group 562,176 269,350 600,187
Per pro forma financial statements of the
Group 1,556,302 2,867,856 4,371,285
Tax
Financial years ended 31 December
2001 2002 2003
$ $ $
Per aggregation of financial statements of
individual subsidiaries (149,668) 89,950 246,193
Add: share of associated companies’ tax in
the Proforma Group 19,168 102,818 34,484
Per pro forma financial statements of the
Group (130,500) 192,768 280,677
B-19

SWISSCO INTERNATIONAL LIMITED
NOTES TO THE PRO FORMA FINANCIAL STATEMENTS
4. Summary of adjustments (continued)
(b) Pro Forma Balance Sheet
31 December
2003
$
Total assets
Per aggregation of financial statements of individual subsidiaries 24,136,632
Less: elimination of intercompany balances within the Group (1,226,615)
Add: transfer of plant and equipment from related parties to the Proforma
Group 5,504,070
Less: accumulated depreciation of plant and equipment transferred to the
Proforma Group (2,448,969)
Less: accumulated depreciation of investment properties used by the
Proforma Group (1,013,825)
Add: share of reserves of associates in the Proforma Group 1,318,745
Add: reversal of provision for doubtful debts in a subsidiary within Proforma
Group 131,065
Add: investment in unquoted shares within the Proforma Group 15,000
Per pro forma financial statements of the Group 26,416,103
Total liabilities
31 December
2003
$
Per aggregation of financial statements of individual subsidiaries 10,314,065
Less: elimination of intercompany balances within the Proforma Group (1,226,615)
Add: amount owing to related parties due to the transfer of plant and
equipment to the Proforma Group 5,504,070
Add: amount owing to shareholders due to the transfer of associates and
investment to the Proforma Group 58,502
Per pro forma financial statements of the Group 14,650,022
B-20

SWISSCO INTERNATIONAL LIMITED
NOTES TO THE PRO FORMA FINANCIAL STATEMENTS
5. Revenue Financial years ended 31 December
2001 2002 2003
Sales
Chartering income, sale of out-port-limit services
and related income
$
8,099,453
$
8,823,414
$
8,362,585
Ship repair and related services 2,611,717 2,529,401 2,287,109
Storage and rental income 191,179 249,106 127,986
Sale of goods — — 1,351,838
10,902,349 11,601,921 12,129,518
Other operating income
Foreign exchange gain (net) 18,589 45,350 7,209
Gain on disposal of plant and equipment 2,000 346,102 2,060,559
Others — 20,693 69,785
20,589 412,145 2,137,553
10,922,938 12,014,066 14,267,071
6. Operating profit
Financial years ended 31 December
2001 2002 2003
Operating profit is arrived at after:
Charging:
Auditors’ remuneration
— Company’s auditor
$
—
$
25,000
$
51,500
— Others 9,400 6,600 —
Other fees payable to auditors of the Company — 10,000 —
Provision for doubtful trade receivables (net) 931,490 23,527 39,398
Depreciation of property, plant and equipment:
— motor launches/barges 775,238 788,511 398,247(*)
— leasehold buildings 207,937 207,937 207,937
— motor vehicles 67,277 65,590 86,741
— renovation 9,000 — 147
— furniture, fittings and computers 8,204 5,321 6,525
— barges and containers 18,897 12,064 12,231
— plant and equipment 364,418 344,433 416,934
Property, plant and equipment written off — 50,400 —
Directors’ remuneration 596,905 650,836 550,323
Loss on disposal of property, plant and equipment 81 — 31,680
Rental expense — operating lease 327,377 587,947 647,114
And crediting:
Net foreign exchange gain 18,589 45,350 7,209
Gain on disposal of property, plant and equipment 2,000 346,102 2,060,559
(*) The useful life of motor launches/barges was changed from 10 years to 15 years in the year ended 31 December 2003.
The impact of this change is to reduce the depreciation charge for the year ended 31 December 2003 by $312,077.
B-21

SWISSCO INTERNATIONAL LIMITED
NOTES TO THE PRO FORMA FINANCIAL STATEMENTS
7. Staff costs
Financial years ended 31 December
2001 2002 2003
$ $ $
Wages and salaries (see note below) 1,094,825 1,215,510 1,169,296
Crew wages 1,004,227 964,011 836,035
Casual labour — 1,550 229,298
Employer’s contribution to Central Provident Fund 94,138 106,323 99,495
Other staff costs and benefits 87,650 98,081 106,760
2,280,840 2,385,475 2,440,884
Note: Includes remuneration paid to the directors.
The number of persons employed at the end of the financial years:
Financial years ended 31 December
2001 2002 2003
Full time 108 108 109
8. Finance cost
Interest expense
Financial years ended 31 December
2001 2002 2003
$ $ $
— bank overdrafts 188,745 185,505 151,344
— term loans 167,532 108,949 91,554
— finance lease 18,334 23,849 23,513
— paid to a related party 123,527 55,312 —
498,138 373,615 266,411
B-22

SWISSCO INTERNATIONAL LIMITED
NOTES TO THE PRO FORMA FINANCIAL STATEMENTS
9. Tax
(a)
Tax expense
Financial years ended 31 December
2001 2002 2003
$ $ $
Tax expense attributable to profits is made
up of:
Current income tax 30,332 55,250 166,843
Deferred tax — — 103,780
Share of associated companies 19,168 102,818 34,484
Under/(over) provision in preceding financial
years
49,500 158,068 305,107
— current income tax — 19,500 (24,430)
— deferred tax (180,000) 15,200 —
(130,500) 192,768 280,677
The tax expense on profit differs from the amount that would arise using the Singapore
standard rate of income tax due to the following:
Financial years ended 31 December
2001 2002 2003
$ $ $
Profit before tax 1,556,302 2,867,856 4,371,285
Tax calculated at a tax rate of 22.0%
(2001: 24.5%, 2002: 22%) 381,294 630,928 961,683
Expenses not deductible for tax purposes 2,510 6,537 13,285
Singapore stepped income exemption — (23,100) (23,100)
Income not subject to tax (506,420) (615,671) (802,107)
Reversal of deferred tax liabilities previously
not recognised — 4,821 6,956
Deferred tax assets not recognised 172,116 154,553 148,390
49,500 158,068 305,107
B-23

SWISSCO INTERNATIONAL LIMITED
NOTES TO THE PRO FORMA FINANCIAL STATEMENTS
9. Tax (continued)
(b) Movements in current tax liabilities
31 December
2003
$
At the beginning of the financial year 97,004
Income tax paid (35,824)
Current financial year’s tax expense on profit 166,843
Over provision for preceding financial year (24,430)
At the end of financial year 203,593
10. Earnings per share
Earnings per share is calculated by dividing the profit after tax attributable to shareholders by the
pre-invitation share capital of 124,192,925 shares of $0.08 each.
11. Cash and cash equivalents
31 December
2003
$
Cash and bank balances 1,025,364
For the purpose of the pro forma cash flow statement, the financial year-end’s cash and cash
equivalents comprise the following:
31 December 31 December
2002
2003
$ $
Cash and bank balances 161,042 1,025,364
Less: Bank overdrafts (Note 19) (2,900,074) (3,309,443)
Cash and cash equivalents per cash flow statement (2,739,032) (2,284,079)
B-24

SWISSCO INTERNATIONAL LIMITED
NOTES TO THE PRO FORMA FINANCIAL STATEMENTS
12. Trade and other receivables
31 December
2003
$
Trade receivables
— third parties 2,768,462
— associated companies 868,537
— related parties 105,210
3,742,209
Less: Allowance for doubtful receivables (138,398)
Trade receivables — net 3,603,811
Other receivables
— related parties (non-trade) 8,228,463
Total receivables 11,832,274
The non-trade amounts due by related parties are unsecured, interest-free and with no fixed terms
of repayment.
13. Inventories
31 December
2003
$
Raw materials, at cost 43,305
14. Other current assets
31 December
2003
$
Prepayments 157,776
Deposits 22,750
Other receivables 30,090
210,616
Prepayments include an amount of $94,200 relating to expenses in connection with the listing of
shares, of which $40,500 relates to fees paid to the auditors of the Company as reporting
accountants.
B-25

SWISSCO INTERNATIONAL LIMITED
NOTES TO THE PRO FORMA FINANCIAL STATEMENTS
15. Property, plant and equipment
Motor
launches/
barges
Leasehold
Buildings
Motor
vehicles
Renovation
Furniture,
Fittings
and
Computers
Barges
and
containers
Plant and
equipment
and
Cranes
Vessels-inconstruction
Total
B-26
$ $ $ $ $ $ $ $ $
Cost
Balance at beginning of the year 8,029,416 3,093,195 596,341 — 31,798 77,692 2,848,154 73,794 14,750,390
Additions during the year 5,655,337 — 382,469 2,930 39,993 — 709,929 1,821,129 8,611,787
Disposals during the year (3,323,123) — (235,826) — — — — — (3,558,949)
Transfer from vessel-in-construction 73,794 — — — — — — (73,794) —
Balance at the end of the year 10,435,424 3,093,195 742,984 2,930 71,791 77,692 3,558,083 1,821,129 19,803,228
Accumulated depreciation
Balance at beginning of the year 3,664,145 805,888 194,648 — 25,526 58,461 2,082,479 — 6,831,147
Depreciation for the year 398,247 207,937 86,741 147 6,525 12,231 416,934 — 1,128,762
Disposals during the year (38,732) — (88,748) — — — — — (127,480)
Balance at the end of the year 4,023,660 1,013,825 192,641 147 32,051 70,692 2,499,413 — 7,832,429
Net book value
At 31 December 2003 6,411,764 2,079,370 550,343 2,783 39,740 7,000 1,058,670 1,821,129 11,970,799
Net book value
At 31 December 2002 4,365,271 2,287,307 401,693 — 6,272 19,231 765,675 73,794 7,919,243
Motor vehicles costing $241,369 are registered in the name of employees who hold in trust for the Group.
Additions include $382,469 motor vehicles and $nil plant and equipment leased under finance leases. The carrying amount of motor vehicles and plant and
equipment held under finance leases at 31 December 2003 amounted to $ 572,899.
Included in the motor launches/barges is a supply tug “Swissco 99” with a carrying value of $1,066,880 which is secured by the Group’s borrowings (see
Note 19).

SWISSCO INTERNATIONAL LIMITED
NOTES TO THE PRO FORMA FINANCIAL STATEMENTS
16. Investment in associated companies
31 December
2003
$
At beginning of financial year 753,042
Share of results before tax 600,187
Share of tax (Note 9) (34,484)
Share of results after tax 565,703
At end of financial year 1,318,745
Details of associated companies are included in Note 2 (a).
17. Other investment
31 December
2003
$
Unquoted shares, at cost 15,000
18. Trade and other payables
Trade payables
31 December
2003
$
— third parties 2,310,771
— associated companies 37,987
Other payables (non-trade)
2,348,758
— related parties 5,557,347
— shareholders 58,502
5,615,849
Deposits received 13,872
Accrued operating expenses 330,135
344,007
8,308,614
The non-trade amounts due to related parties and shareholders are unsecured, interest-free and
repayable on demand.
B-27

SWISSCO INTERNATIONAL LIMITED
NOTES TO THE PRO FORMA FINANCIAL STATEMENTS
19. Borrowings
31 December
2003
$
Current
Bank overdraft (a) 3,309,443
Bank term loans (b) 717,911
Finance lease liabilities (Note 21) 137,315
4,164,669
Non-Current
Bank term loans (b) 1,538,990
Finance lease liabilities (Note 21) 315,176
1,854,166
Total borrowings 6,018,835
(a)
(b)
The bank overdraft and facilities are secured by the mortgage of the Group’s leasehold
buildings, directors’ properties and guaranteed jointly and severally by the directors.
The bank term loans comprise a 4-year term loan, 5-year term loan and a 10-year term loan.
The 4-year term loan with a balance of $1,100,000 at 31 December 2003 was secured by
the Group’s supply tug “Swissco 99” and guaranteed jointly and severally by the directors.
Interest on the loan is at 3.75% per annum flat and is repayable over 4 years by monthly
instalments commencing from 1 September 2003. Interest outstanding at year end is
$165,000.
The 5-year term loan with a balance of $392,973 at 31 December 2003 was secured by the
Group’s leasehold buildings, properties owned or co-owned by certain directors and
guaranteed jointly and severally by the directors. Interest on the loan is at 1% above the
bank’s prevailing prime rate subject to variation and is repayable by monthly instalments
commencing from 1 July 2002.
The 10-year term loan with a balance of $763,928 at 31 December 2003 was secured by the
Group’s leasehold buildings, properties owned or co-owned by certain directors and
guaranteed jointly and severally by the directors. Interest on the loan is at 0.5% above the
bank’s prevailing prime rate subject to variation and is repayable over 10 years by monthly
instalments commencing from 11 February 2001.
B-28

SWISSCO INTERNATIONAL LIMITED
NOTES TO THE PRO FORMA FINANCIAL STATEMENTS
19. Borrowings (continued)
(c) Interest rate
The weighted average effective interest rates at the balance sheet date are as follows:
31 December
2003
%
Bank overdraft 6.2
Bank term loans 4.7
Finance lease liabilities 3.3
The exposure of borrowings of the Group to interest rate changes and the periods in which
the borrowings reprice are as follows:
Less than 6
months
6to12
months
1to5
years
Over 5
years
Total
$ $ $ $ $
The Group
At 31 December 2003
Total borrowings 4,466,344 19,171 1,244,540 288,780 6,018,835
4,466,344 19,171 1,244,540 288,780 6,018,835
20. Deferred tax liabilities
31 December
2003
$
At the beginning of financial year 15,200
Charged to Income Statement 103,780
At the end of financial year 118,980
Represented by:
Accelerated tax depreciation 118,980
B-29

SWISSCO INTERNATIONAL LIMITED
NOTES TO THE PRO FORMA FINANCIAL STATEMENTS
21. Finance lease liabilities
31 December
2003
$
Minimum lease payments due:
— not later than 1 year 154,529
— later than 1 year but not later than 5 years 313,639
— later than 5 years 58,930
527,098
Less: Future finance charges (74,607)
Present value of finance lease liabilities 452,491
The present value of finance lease liabilities is as follows:
Present value of finance lease liabilities:
31 December
2003
$
— not later than 1 year (Note 19) 137,315
— later than 1 year but not later than 5 years 261,633
— later than 5 years 53,543
Total non-current liability (Note 19) 315,176
452,491
22. Commitments
(a) Capital commitments
Capital expenditure contracted for at the balance sheet date but not recognised in the
financial statements is as follows:
31 December
2003
$
Property, plant and equipment 9,520,866
B-30

SWISSCO INTERNATIONAL LIMITED
NOTES TO THE PRO FORMA FINANCIAL STATEMENTS
22. Commitments (continued)
(b) Operating lease commitments — where a group company is a lessee
Commitments in relation to non-cancellable operating leases contracted for at the reporting
date but not recognised as liabilities, are payable as follows:
31 December
2003
$
Not later than one financial year 191,407
Later than one financial year but not later
than five financial years 765,628
More than five financial years 861,331
1,818,366
23. Related party transactions
Related parties are those companies in which shareholders or directors of the Company hold
substantial financial interest and have a significant influence over those companies.
Besides those disclosed elsewhere in the pro forma financial statements, the following related
party transactions took place between the Group and related parties during the financial years on
terms agreed between the parties concerned:
Financial years ended 31 December
2001 2002 2003
$ $ $
Rental expenses paid to a company in which
certain directors have an interest and
directorship —(*) 360,000 360,000
Director’s accommodation paid to a company
in which certain directors have an interest 36,000 36,000 36,000
Sale of investment properties to certain
directors 569,497 — —
Purchase of a plant and equipment from a
company in which certain directors have an
interest 700,000 — —
(*) The related party did not charge rental expense in financial year 2001.
B-31

SWISSCO INTERNATIONAL LIMITED
NOTES TO THE PRO FORMA FINANCIAL STATEMENTS
23. Related party transactions (continued)
The following related party transactions took place between the Group and associated companies
during the financial years on terms agreed between the parties concerned:
Financial years ended 31 December
2001 2002 2003
$ $ $
Sales to associated companies 268,488 2,537,532 2,972,420
Purchases from associated companies 52,705 51,288 254,170
24. Financial risk management
Risk management is carried out under policies approved by the Board of Directors.
Financial risk factors
The Group’s activities expose it to a variety of financial risks, including credit, liquidity, foreign
currency exchange rates and interest rates. The management of these risks is discussed below:
Credit risk
The Group has no significant concentrations of credit risk. Management monitors the exposure to
credit risks regularly. The maximum exposure to credit risk is represented by the carrying amount
of each financial asset at the balance sheet.
Liquidity risk
The Group maintains sufficient cash balances to meet its working capital requirements and
operational needs and where necessary, funds are provided by the shareholders and credit
facilities. Liquidity risk arises if such financial support is abruptly withdrawn.
Foreign currency exchange risk
The Group operates regionally and is exposed to foreign exchange risk due to its trading
transactions in foreign currencies. The exposure to this risk is however minimum.
The Group has a number of investments in foreign associated companies, whose net assets are
exposed to currency translation risk. Currency exposure to the net assets of the Group’s
associated companies is mainly in Indonesia and Malaysia.
Interest rate risk
The Group is exposed to significant market risk for changes in interest rates as the majority of its
loans and borrowings are on floating rate basis. The Company’s policy is to obtain the most
favourable interest rates available.
B-32

SWISSCO INTERNATIONAL LIMITED
NOTES TO THE PRO FORMA FINANCIAL STATEMENTS
25. Fair values
The carrying amounts of the following financial assets and financial liabilities approximate to their
fair values: trade and other receivables, trade and other payables, other current assets, other
investment, cash and bank and borrowings.
26. Subsequent events
Regional Marine Supply Private Limited
Regional Marine Supply Private Limited has ceased carrying on its business and is in the process
of liquidation. This company contributed sales of $1,351,838, operating loss of $130,050 and net
liabilities of $80,050 to the Pro forma Group since incorporation on 2 October 2002.
Swissco Offshore (Pte) Ltd
Subsequent to year end, vessels, vehicle and cranes owned by related parties were transferred
to the company at a total sale consideration of $8,317,840 (see Note 2(c)).
27. Audited financial statements
No audited financial statements of the Company and of the Group have been prepared for any
period subsequent to 31 December 2003.
B-33

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APPENDIX C
RULES OF THE SWISSCO SHARE OPTION SCHEME
1. DEFINITIONS
In this Scheme, unless the context otherwise requires, the following words and expressions shall
have the following meanings:–
“Act” : The Companies Act, Chapter 50 of Singapore as amended or
modified from time to time
“Aggregate
Subscription Cost”
: The total amount payable for the Scheme Shares which may be
subscribed on the exercise of an Option
“associates” : Has the same meaning ascribed to it under the SGX-ST Listing
Manual
“Auditors” : The auditors of the Company for the time being
“CDP” : The Central Depository (Pte) Limited
“Committee” : The Remuneration Committee of the Board of Directors of the
Company duly authorised and appointed by the Board of
Directors to administer the Scheme
“Company” : Swissco International Limited
“control” : The capacity to dominate decision-making, directly or indirectly,
in relation to the financial and operating policies of the Company
“Controlling
Shareholder”
: A person who:–
(a) holds directly or indirectly 15% or more of the nominal
amount of all voting shares in the Company, unless
determined by SGX-ST that such person is not a controlling
shareholder; or
(b) in fact exercises control over the Company
“Date of Grant” : The date on which an Option is granted
“Effective Date” : The date on which this Scheme takes effect
“Group” : The Company and its subsidiaries
“Group Employee “ : Any confirmed full-time employee of the Group who is not less
than 21 years old
“Group Director” : A director of the Group (including any person duly appointed and
acting for the time being as an alternate director)
“Listing Manual” : The Listing Manual of the SGX-ST as amended from time to time.
“market day” : A day on which Shares are traded on the SGX-ST
“Market Price” : The price per Share equivalent to the average of the last dealt
prices of the Shares as shown in the daily financial news
published by the SGX-ST for the five (5) consecutive market days
immediately preceding the Date of Grant
C-1

“Option” : The right to subscribe for Shares granted or to be granted
pursuant to this Scheme for the time being subsisting
“Option Holder” : The holder of an Option
“Option Period” : A period commencing after the first anniversary of the Date of
Grant but before the tenth anniversary of such Date of Grant or
date of expiry of the scheme whichever is earlier
“Participant” : Any person eligible and selected by the Committee to participate
in the Scheme
“Record Date” : The date on which, at the close of business, shareholders must
be registered in order to participate in any dividends, rights,
allotments or other distributions
“Scheme” : This Swissco Share Option Scheme, as amended from time to
time
“Scheme Limit” : The maximum number of Scheme Shares over which the
Committee may grant Options to Participants under the Scheme
as set out in Rule 3 (including any Shares which may be issued
pursuant to adjustments, if any under Rule 12)
“Scheme Shares” : New Shares issued under the Scheme
“Shares” : Fully-paid ordinary shares of $0.08 each in the capital of the
Company
“SGX-ST” : The Singapore Exchange Securities Trading Limited
“SGX-SESDAQ” : The SGX-ST Dealing and Automated Quotation System
“Subscription Price” : The price at which an Option Holder shall subscribe for each
Scheme Share upon the exercise of an Option being a price as
determined in accordance with Rule 5(a) below
“$” : Singapore dollars
Words importing the singular shall, where applicable, include the plural and vice versa and words
importing the masculine gender shall, where applicable, include the feminine and neuter gender.
Any reference in this Scheme to any enactment is a reference to that enactment as for the time
being amended or re-enacted. Any word defined under the Act or any statutory modification
thereof and used in this Scheme shall have the meaning assigned to it under the Act.
2. ELIGIBILITY
(a) The following persons shall be eligible to participate in the Scheme at the absolute discretion
of the Committee in relation to the Group:–
(i) all Group Directors; and
(ii) all confirmed full-time managers (or employees holding an equivalent or more senior
position or appointment) of the Group who are not less than 21 years old,
who, in the opinion of the Committee, have contributed to the success and the development
of the Group.
C-2

(b)
(c)
Persons who are Controlling Shareholders or their associates shall not participate in the
Scheme unless:–
(i) written justification have been provided to Shareholders for their participation at the
introduction of the Scheme or prior to the first grant of Options offered to them;
(ii) their participation and the actual number and terms of any Option to be granted to them
have been specifically approved by shareholders of the Company who are not
beneficiaries of the Grant in a general meeting in separate resolutions for each such
Controlling Shareholder or its associates; and
(iii) all conditions for their participation in the Scheme as may be required by the regulation
of the SGX-ST from time to time are satisfied.
The Committee shall have absolute discretion to decide whether a person who is
participating in this Scheme shall be eligible to participate in any other share option scheme
implemented by the Company or any other company within the Group.
3. LIMITATIONS ON THE SIZE OF THE SCHEME
The aggregate number of Scheme Shares over which the Committee may grant Options on any
date, when added to the number of Shares issued and issuable in respect of all Options granted
under this Scheme, shall not exceed fifteen (15) per cent. of the issued share capital of the
Company on the day preceding that date.
4. MAXIMUM LIMITS ON OPTIONS
(a) The number of Scheme Shares to be offered at each Date of Grant to a Participant in
accordance with the Scheme shall be determined by the Committee at its absolute discretion
after taking into account the performance of the Participant and such other general criteria
as the Committee may consider appropriate, subject to any adjustments which may be made
under Rule 12, the following limits as well as other limitations set forth under the rules of
SGX-ST and the Rules of the Scheme:
Participant
Executive Chairman
Chief Executive Officer/President
Executive Directors
Senior Vice Presidents
Vice Presidents
Managers
Non Executive Directors
Maximum number of Scheme Shares
per year
up to 500,000 Scheme Shares each
up to 500,000 Scheme Shares each
up to 400,000 Scheme Shares each
up to 300,000 Scheme Shares each
up to 250,000 Scheme Shares each
up to 100,000 Scheme Shares each
up to 100,000 Scheme Shares each
(b)
The total number of Scheme Shares to be offered to Controlling Shareholders and their
associates shall not during the entire operation of the Scheme exceed twenty-five (25) per
cent. of the Scheme Limit and the total number of Shares to be offered to a Participant who
is a Controlling Shareholder or associate shall not during the entire operation of the Scheme
exceed ten (10) per cent. of the Scheme Limit.
C-3

5. SUBSCRIPTION PRICE
(a) Subject to any adjustment pursuant to Rule 12 and subject to Rule 5(b) below, the
Subscription Price for each Scheme Share shall be the average of the last dealt prices of the
Shares on the SGX-SESDAQ for the five (5) consecutive market days immediately
preceding the Date of Grant, rounded up to the nearest whole cent, provided that in the case
of Options proposed to be granted to a Controlling Shareholder or an associate of a
Controlling Shareholder, the Subscription Price for each Scheme Share shall be equal to the
average of the last dealt prices for a Share, as determined by reference to the Financial
News published by the SGX-ST, for the 5 consecutive market days immediately preceding
the latest practicable date prior to the date of any circular, letter or notice to the Shareholders
proposing to seek their approval of the grant of such Options to such Controlling
Shareholder or, as the case may be, such associate.
(b) The Subscription Price for each Share in respect of any Option shall, in no event, be less
than the nominal value of the Share. Where the Subscription Price as determined in
accordance with Rule 5 (a) above is less than the nominal value of a Share, the Subscription
Price shall be the nominal value.
6. GRANT OF OPTIONS
(a) The Committee may, subject as provided in Rule 12, grant Options at any time, provided that
in the event that an announcement on any matter involving unpublished price sensitive
information is made, Options may only be granted after the second market day following the
aforesaid announcement. Where the Grant of Options to any Participant is subject to
approval of specific resolution at a general meeting, the Committee shall grant such
approved Options within 30 days from the conclusion of the general meeting that approved
the resolution.
(b) The Letter of Offer to grant the Option shall be in or substantially in the form set out in Annex
A. The offer of the Option shall be personal to the Participant to whom it is granted and any
Option granted and accepted by a Participant under the Scheme shall not be transferred,
charged, assigned, pledged or otherwise disposed of or encumbered in whole or in part
unless approved by the Committee, but may be exercised by the Participant’s duly
appointed personal representative as provided in Rule 9(c) in the event of the death of the
Participant.
7. ACCEPTANCE OF OFFER
(a) The grant of an Option to a Participant shall be accepted by the Participant within thirty (30)
days from the Date of Grant by completing, signing and returning the Acceptance Form in
or substantially in the form set out in Annex B, accompanied by payment of $1.00 as
consideration. The Participant may accept or refuse the whole and not part of the offer.
(b) The Committee shall within fifteen (15) market days of receipt of the Acceptance Form and
consideration acknowledge receipt thereof.
(c) If the grant of an Option is not accepted in the manner as provided in Rule 7(a), such offer
shall upon the expiry of the thirty (30) day period automatically lapse and shall be null and
void.
8. EXERCISE OF OPTIONS
(a) Subject as provided in Rules 8(b) and 9, an Option shall be exercisable, during the Option
Period applicable to it, in accordance with any conditions that the Committee may, in its
absolute discretion specify in the Letter of Offer subject to the following proportions:
After the first anniversary of Date of Grant: Maximum of 40% of Scheme Shares
granted
After the second anniversary of Date of Maximum of 70% Scheme Shares granted
Grant:
After the third anniversary of Date of 100% of Scheme Shares granted
Grant:
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(b)
An Option may be exercised, in whole or in part (provided that an Option may be exercised
in part only in respect of 1,000 Scheme Shares (or such board lot of the Shares as traded
on the SGX-SESDAQ from time to time) or any multiple thereto) by an Option Holder giving
notice in writing to the Company, in or substantially in the form set out in Annex C subject
to such modification as the Committee may from time to time determine. Such notice must
be accompanied by a remittance for the Aggregate Subscription Cost and any other
documentation the Committee may require. All payments pursuant to this Clause shall be
made by cheque, cashier’s order, bank draft or postal order made out in favour of the
Company. An Option shall be deemed to be exercised upon the receipt by the Company of
the said notice duly completed and the Aggregate Subscription Cost.
9. LAPSE OF RIGHT TO EXERCISE OPTIONS
(a) Unless otherwise determined by the Committee, an Option shall, to the extent unexercised,
immediately lapse without any claim against the Company:–
(i) upon the bankruptcy of the Option Holder or the happening of any other event which
results in his being deprived of the legal or beneficial ownership of such Option, or
(ii) in the event of misconduct on the part of the Participant as determined by the
Committee in its discretion.
(b) If an Option Holder ceases to be employed by or ceases to be a Director of the Group, he
may exercise his Option within (i) the period of 12 months after the date of such cessation
of employment or directorship or (ii) the Option Period relating thereto, whichever is earlier,
and upon expiry of such period, the Option shall lapse.
(c) If an Option Holder dies and at the date of his death holds any unexercised Option, such
Option may be exercised by the duly appointed personal representative(s) of the Option
Holder, as determined by the Committee at its sole discretion, within (i) the period of 12
months after the date of his death or (ii) the Option Period relating thereto, whichever is
earlier, and upon the expiry of such period, the Option shall lapse.
(d) If any of the events set out in Rules 9(a), (b) and (c) above should occur, and notwithstanding
the provisions in Rules 9(a), (b) and (c) above, the Committee may, in its absolute discretion,
determine that Options may continue to be exercisable and in exercising such discretion, the
Committee may also determine the period during which such Options may be exercisable,
provided that such period may not in any event exceed the Option Period in relation thereto.
(e) For the purpose of this Rule 9, the Participant shall be deemed to have ceased to be
employed by the Group, as the case may be, as of the date that notice of termination of
employment is tendered by or is given to him, unless such notice is withdrawn prior to its
effective date.
10. TAKE-OVER AND WINDING UP OF THE COMPANY
(a) In the event of a take-over offer being made for the Shares of the Company, Option Holders
(including Option Holders holding Options which are as yet not exercised pursuant to the
provisions of Rule 8(a)) holding Options as yet unexercised shall, subject to Rule 10(e) be
entitled to exercise such Options in full or in part in the period commencing on the date on
which such take-over offer is made or, if such take-over offer is conditional, the date on
which the take-over offer becomes or is declared unconditional, as the case may be, and
ending on the earlier of:–
(i) the expiry of 6 calendar months thereafter (unless prior to the expiry of such 6-month
period, at the recommendation of the offeror and with the approvals of the Committee
and the SGX-ST, such expiry date is extended to a later date (being a date falling not
later than the date of expiry of the Option Period relating thereto)); or
(ii) the date of the expiry of the Option Period relating thereto, whereupon any Option then
remaining unexercised shall lapse and be null and void.
Provided always that if during such period the offeror becomes entitled or bound to exercise
the rights of compulsory acquisition of the Shares and being entitled to do so, gives notice
C-5

to the Option Holders that it intends to exercise such rights on a specified date, the Option
shall remain exercisable until the said specified date or the expiry of the Option Period
relating thereto, whichever is earlier. Any Option not so exercised by the said specified date
shall lapse provided that the rights of acquisition or obligations to acquire stated in the
aforesaid notice shall have been exercised or performed, as the case may be.
(b) If a scheme of arrangement or compromise between the Company and its Shareholders is
sanctioned by a Court of competent jurisdiction, Option Holders shall, subject to Rule 10(e),
be entitled to exercise any Options then held during the period commencing on the date
upon which the arrangement or compromise is sanctioned by the Court and ending either on
the expiry of 60 days thereafter or the date upon which the compromise or arrangement
becomes effective, whichever is the later (but not after the date of expiry of the Option Period
relating thereto), whereupon any unexercised Options shall lapse and become null and void.
(c) In the event a notice is given by the Company to its members to convene a general meeting
for the purposes of considering, and if thought fit, approving a resolution to voluntarily
wind-up the Company, the Company shall on the same date as or as soon after it
despatches such notice to each member of the Company give notice thereof to all Option
Holders and thereupon, each Option Holder (or his or her legal personal representatives)
shall be entitled to exercise all or any of his Options (to the extent not already exercised) at
any time within 60 days of the proposed general meeting of the Company referred to above
by giving notice in writing to the Company, accompanied by a remittance for the full amount
of the Aggregate Subscription Cost for the Scheme Shares in respect of which the notice is
given whereupon the Company shall as soon as possible and, in any event, no later than the
business day immediately prior to the date of the proposed general meeting, allot the
relevant Shares to the Option Holder credited as fully paid.
(d) If an order or an effective resolution is passed for the winding-up of the Company on the
basis of its insolvency, all Options, to the extent unexercised, shall lapse and become null
and void within 60 days of the date of the order or effective resolution.
(e) If in connection with the making of a general offer referred to in paragraph (a) above or the
scheme referred to in paragraph (b) above or the winding-up referred to in paragraph (c)
above, arrangements are made (which are confirmed in writing by the Auditors, acting only
as experts and not as arbitrators, to be fair and reasonable) for the compensation of Option
Holders, whether by the continuation of their Options or the payment of cash or the grant of
other options or otherwise, an Option Holder holding an Option, which is not then
exercisable, may not, at the discretion of the Committee, be permitted to exercise that
Option as provided for in this Rule 10.
(f) To the extent that an Option is not exercised within the periods referred to in this Rule 10,
it shall lapse and become null and void.
11. ALLOTMENT AND LISTING OF SHARES
(a) The Company shall, as soon as practicable after the exercise of an Option, allot and issue
the relevant Scheme Shares to the Option Holder, apply to the SGX-ST and any other stock
exchange on which the Company’s Shares are quoted, for permission to deal in and for
quotation of such Scheme Shares. Subject to such consents or other required action of any
competent authority under regulations or enactments for the time being in force as may be
necessary and subject to compliance with the Rules of the Scheme, Scheme Shares shall
be allotted and issued to an Option Holder not more than ten (10) market days after the
exercise of an Option and within five (5) market days from the date of such allotment, the
Company shall despatch to CDP for the account of the Option Holder share certificates in
respect thereof by ordinary post or such other mode as the Committee may deem fit.
(b) Scheme Shares which are allotted on the exercise of an Option by an Option Holder shall
be issued in the name of CDP to be credited to the Option Holder’s securities account with
CDP.
(c) The Scheme Shares shall be subject to all the provisions of the Articles of Association of the
Company, and shall rank in full for all entitlements including dividends or other distributions
declared or recommended in respect of the then existing issued Shares, the Record Date for
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(d)
which is on or after the date upon which such exercise occurred, and shall in all other
respects rank pari passu with other Shares then in issue.
The Company shall keep available sufficient unissued Shares to satisfy the exercise in full
of all Options for the time being remaining capable of being exercised.
12. ADJUSTMENTS
(a) If a variation in the issued ordinary share capital of the Company (whether by way of a
capitalisation of profits or reserves or rights issue, reduction, subdivision, consolidation, or
distribution, or otherwise howsoever) shall take place, then the Committee may determine
whether:–
(i) the Subscription Price for the Scheme Shares, the nominal amount, or number of
Scheme Shares comprised in an Option to the extent unexercised; and/or
(ii) the nominal amount, class and/or the maximum number of Shares over which Options
may be granted under the Scheme in any one financial year,
(iii) shall be adjusted and, if so, the manner in which such adjustment should be made.
(b) Notwithstanding the provisions of rule 12(a) no adjustment shall be made if, as a result,:–
(i) the subscription price shall fall below the nominal amount of a share, and if such
adjustment would, but for this sub-paragraph (i), result in the subscription price being
less than the nominal amount of a share, the subscription price payable shall be the
nominal amount of a share; or
(ii) the participant receives a benefit that a shareholder does not receive, and
(c)
(d)
(e)
any adjustment (except in relation to a capitalisation issue) must be confirmed in writing by
the auditors (acting only as experts and not as arbitrators) to be in their opinion, fair and
reasonable.
The issue of securities as consideration for a private placement of Shares or as
consideration for or in connection with an acquisition of any assets or upon the exercise of
any options or conversion of any loan stock or any other securities convertible into shares
or subscription rights of any warrants will not be regarded as a circumstance requiring
adjustment.
The cancellation of issued Shares purchased by the Company shall not normally be
regarded as a circumstance requiring adjustment, unless the Committee determines that an
adjustment should be made, having regard to purchases of Shares undertaken by the
Company from time to time.
When any adjustment has to be made pursuant to this Rule 12, the Company shall notify the
Participant (or his duly appointed personal representatives where applicable) in writing and
deliver to him (or his duly appointed personal representatives where applicable) a statement
setting forth the Subscription Price thereafter in effect and the nominal value or number of
Shares thereafter to be issued on the exercise of the Option. Any adjustment shall take effect
upon such written notification being given.
13. ADMINISTRATION OF THE SCHEME
(a) This Scheme shall be administered by the Committee with such discretion, powers and
duties as are conferred on it by the Board of Directors. A member of the Committee shall not
be involved in the deliberations of the Committee in respect of the grant of Options to him.
In exercising its discretion, the Committee must act in accordance with any guidelines that
may be provided by the Board of Directors. The Committee shall refer any matter not falling
within the scope of its terms of reference to the Board of Directors.
(b) The Committee shall have the power, from time to time, to make and vary such regulations
(not being inconsistent with this Scheme) for the implementation and administration of this
Scheme as it thinks fit.
C-7

(c)
(d)
Any decision of the Committee, made pursuant to any provision of this Scheme (other than
a matter to be certified by the Auditors), shall be final and binding (including any decisions
pertaining to disputes as to the interpretation of the Scheme or any rule, regulation, or
procedure thereunder or as to any rights under the Scheme).
The Company shall make the following disclosures in its annual report:–
(i) the names of the members of the Committee;
(ii) the information in the table below for the following Participants:–
(aa) directors of the Company;
(bb) Participants who are Controlling Shareholders and their associates; and
(cc) Participants other than those in (aa) and (bb) above, who receive 5% or more of
the total number of Options available under the Scheme.
Name of
Participant
Options
granted during
the financial
year under
review
(including
terms)
Aggregate
options
granted since
commencement
of Scheme to
end of
financial year
under review
Aggregate
options
exercised
since
commencement
of Scheme to
end of
financial year
under review
Aggregate
options
outstanding as
at end of
financial year
under review
(iii)
statements that:–
(aa) the Scheme does not extend to the grant of Options to the directors or employees
of the Parent Company and its subsidiaries;
(bb) the Scheme does not provide for Scheme Shares to be allotted and issued by the
Company at a discount from the Subscription Price determined in accordance
with Rule 5; and
(cc) the requirements in Rule 852(1)(c)(i) and (ii) of the Listing Rules (as may be
amended from time to time by SGX-ST) are not applicable.
14. NOTICES
(a) Any notice required to be given by a Participant to the Company shall be sent or made to the
registered office of the Company or such other address as may be notified by the Company
to him in writing.
(b) Any notice or other communication sent by post:–
(i) by the Company shall be deemed to have been received 24 hours after the same was
put in the post properly addressed and stamped; and
(ii) by the Participant shall be deemed to have been received when the same is delivered
to the Company at its registered office.
C-8

15. ALTERATION OF THE SCHEME
(a) Any or all of the provisions of the Scheme may be modified and/or altered at any time and
from time to time by resolution of the Committee, save that:–
(i) any modification or alteration which materially and adversely alters the rights attaching
to any Option granted prior to such modification or alteration may only be made with
the consent in writing of such number of Option Holders who would together hold not
less than three-quarters (3/4) in nominal amount of the Scheme Shares which would
fall to be allotted upon exercise in full of the Options held by all Participants who
respond to the Company’s request for such consent within twenty-one (21) days of the
Company’s despatch of the request; and
(ii) any modification or alteration which would be to the advantage of the Option Holders
under the Scheme shall be subject to the prior approval of the Company’s shareholders
in general meeting.
For the purposes of Rule 15(a), the opinion of the Committee as to whether any modification
or alteration would materially and adversely alter the rights attaching to any Option or be to
the advantage of the Participants, shall be final and conclusive.
(b) Notwithstanding anything to the contrary contained in Rule 15(a), the Committee may at any
time by resolution (and without other formality or approval of the Option Holders, save for the
prior approval of the SGX-ST) amend or alter the Scheme in any way to the extent
necessary to cause the Scheme to comply with any statutory provision or the provision of the
regulations of any regulatory or other relevant authority or body (including the SGX-ST).
(c) Written notice of any modification or alteration made in accordance with this Rule 15 shall
be given to all Participants.
16. TERMS OF EMPLOYMENT UNAFFECTED
The terms of employment of an Option Holder shall not be affected by his participation in this
Scheme and shall not entitle him to take into account such participation in calculating any
compensation or damages on the termination of his employment for any reason.
17. DURATION OF THE SCHEME
This Scheme shall continue to be in force at the discretion of the Committee, subject to a
maximum period of ten (10) years commencing on the Effective Date, provided always that the
Scheme may continue beyond the above stipulated period with the approval of the Company’s
shareholders by ordinary resolution in general meeting and of any relevant authorities which may
then be required.
The expiry of the Scheme shall not affect Options which have been granted and accepted as
provided in Rule 7(a) whether such Options have been exercised (whether fully or partially) or not.
18. TAXES
All taxes (including income tax) arising from the exercise of any Option under the Scheme shall
be borne by the Option Holders.
19. COSTS AND EXPENSES OF SCHEME
(a) The Participant shall be responsible for all fees of CDP relating to or in connection with the
allotment and issue of any Scheme Shares in CDP’s name, the deposit of share certificate(s)
with CDP, the Participant’s securities account with CDP, or the Participant’s securities
sub-account with a CDP Depository Agent.
C-9

(b)
Save for the taxes referred to in Rule 18 and the fees referred to in this Rule 19(a) above,
all fees, costs and expenses incurred by the Company in relation to the Scheme including
but not limited to the fees, costs and expenses relating to the allotment and issue of the
Scheme Shares of the Company pursuant to the exercise of any Option shall be borne by
the Company.
20. DISCLAIMER OF LIABILITY
Notwithstanding any provisions contained herein and subject to the Act, the Committee and the
Company shall not under any circumstances be held liable for any costs, losses, expenses and
damages whatsoever and howsoever arising in any event, including but not limited to the
Company’s delay in allotting and issuing the Scheme Shares or procuring the listing of the
Scheme Shares on the SGX-SESDAQ and any other stock exchange on which the Company’s
shares are quoted or listed.
21. GOVERNING LAW
This Scheme shall be governed by and construed in accordance with the laws of the Republic of
Singapore and the parties agree to submit to the jurisdiction of the courts of Singapore.
C-10

ANNEX A
THE SWISSCO SHARE OPTION SCHEME
LETTER OF OFFER
PRIVATE & CONFIDENTIAL
Serial No:
[Date of Grant]
To:
Name
Designation
Address
Dear Sir/Madam
We have the pleasure of informing you that you have been nominated by the Board of Directors of the
Company to participate in the Swissco Share Option Scheme (“Scheme”).
Accordingly, an offer is hereby made to grant you an option, in consideration of the payment of a sum
of $1.00, to subscribe for and be allotted
ordinary shares of $0.08 each in the
capital of the Company at the price of $
per share (“Option”). The Option shall be subject
to the terms of this letter and of the Scheme (as the same may be amended from time to time).
The Option is personal to you and shall not be transferred, charged, pledged, assigned or otherwise
disposed of to any other person except as provided for in the Scheme.
If you wish to accept the offer, please sign and return the enclosed Acceptance Form with a sum of
$1.00 (or its equivalent) not later than (a.m./p.m.) on the day
of 20 , failing which this offer will lapse.
Yours faithfully
[Name]
for and on behalf of
the Board of Directors of
Swissco International Limited
Encl
Note:
Words and expressions used in this Letter of Offer shall, unless the context otherwise requires, have the same meanings
assigned to them in the Rules of the Swissco Share Option Scheme.
C-11

ANNEX B
THE SWISSCO SHARE OPTION SCHEME
ACCEPTANCE FORM
PRIVATE & CONFIDENTIAL
Serial No:
[Date]
To:
The Company Secretary
Swissco International Limited
Address
Closing Date for Acceptance of Offer :
Number of Scheme Shares offered :
Subscription Price per share : $
Total Amount Payable : $
I have read your Letter of Offer dated (Date of Grant) and agree to be bound by the terms of the
Swissco Share Option Scheme and the Letter of Offer. I hereby accept the Option to subscribe for
ordinary shares of $0.08 each in the share capital of Swissco International Limited
at $
per ordinary share and enclose *a cheque /cash for $1.00 in payment for the
purchase of the Option.
I understand that I am not obliged to exercise my Option to subscribe for shares in the Company.
I confirm that as at the date hereof I am not less than 21 years old nor an undischarged bankrupt.
I acknowledge that you have not made any representation or warranty or given me any expectation of
employment or continued employment to induce me to participate in the Scheme or accept the offer and
that the terms of the Letter of Offer and this Acceptance Form together with the Rules of the Swissco
Share Option Scheme constitute the entire agreement between us relating to the offer.
C-12

Please print in block letters
Name in full :
Designation :
Address :
Nationality :
* NRIC/Passport No. :
CDP Direct Securities Account No. :
OR
Name of Depository
Agent in full (if applicable)
Sub-account No. with
Depository Agent
:
:
Signature :
Date :
*Delete accordingly.
Note:
Shares must be accepted in full or in multiples of 1,000.
C-13

ANNEX C
THE SWISSCO SHARE OPTION SCHEME
EXERCISE NOTICE
PRIVATE & CONFIDENTIAL
Serial No:
[Date]
To:
The Company Secretary
Swissco International Limited
Total number of Shares of $0.08 each offered
at $
per ordinary share
under the Scheme on
Number of Shares previously allotted and
issued thereunder
Outstanding balance of Shares to be allotted
and issued thereunder
:
:
:
Number of Shares now to be subscribed :
1. Pursuant to the Company’s Letter of Offer dated (Date of Grant) and my acceptance thereof,
I hereby exercise the Option to subscribe for
ordinary shares of $0.08 each (in
multiples of 1,000) in the capital of Swissco International Limited at $
per
Share.
2. I request the Company to allot and issue the Shares in the name of The Central Depository (Pte)
Limited (“CDP”) for credit to my Securities Account with CDP/*Sub-account with the Depository
Agent specified below and I hereby agree to bear such fees or other charges as may be imposed
by CDP in respect thereof.
3. I enclose a *cheque/cashier’s order/bank draft/postal order (No. ) for
$ by way of subscription for the total number of the said Shares.
4. I agree to subscribe for the said Shares subject to the terms of the Letter of Offer, the Swissco
Share Option Scheme and the Memorandum and Articles of Association of Swissco International
Limited.
C-14

Please print in block letters
Name in full :
Designation :
Address :
Nationality :
*NRIC/Passport No. :
CDP Direct Securities Account No. :
OR
Name of Depository
Agent in full (if applicable)
Sub-account No. with
Depository Agent
:
:
Signature :
Date :
* Delete accordingly
C-15

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SUMMARY OF ARTICLES OF ASSOCIATION OF OUR COMPANY
APPENDIX D
1. Article relating to the Director’s power to vote on a proposal, arrangement or contract in which he
is interested is:–
Article 85(2) — Prohibition against voting
A Director shall not vote in respect of any transaction or proposed transaction or arrangement in
which he has directly or indirectly a personal material interest and if he shall do so his vote shall
not be counted. Notwithstanding his interest, a Director may be counted in the quorum present at
any meeting of the Directors.
2. There are no specific provisions in our Articles of Association relating to a Director’s
power to vote on remuneration (including pension or other benefits) for himself or for any
other director, and whether the quorum at a meeting of the board of directors to vote on
directors’ remuneration may include the director whose remuneration is the subject of the
vote.
3. Articles relating to the remuneration of our Directors are:–
Article 81 — Remuneration of Directors
The remuneration of the Directors shall from time to time be determined by the Company in
general meeting. Such remuneration shall not be increased except pursuant to an ordinary
resolution passed at a general meeting where notice of the proposed increase shall have been
given in the notice convening the meeting. Such remuneration shall be divided among the
Directors in such proportions and in such manner as they may agree and in default of agreement,
equally, except that in the latter event any Director who shall hold office for part only of the period
in respect of which such remuneration is payable shall be entitled to rank in such division for the
proportion of remuneration related to the period during which he has held office.
Article 83 — Expenses
The Directors may be paid all travelling, hotel and other expenses properly incurred by them in
attending and returning from meetings of the Directors or any committee of the Directors or
general meetings of our Company or in connection with the business of our Company.
Article 84 — Extra Remuneration
Any Director who is appointed to any executive office or serves on any committee or who
otherwise performs or renders services, which in the opinion of the Directors, are outside his
ordinary duties as a Director, may be paid such extra remuneration as the Directors may
determine but such remuneration shall not include a commission on or a percentage of turnover.
Fees payable to a non-executive Director shall be by a fixed sum and not by a commission on or
percentage of profits or turnover. No Director shall be remunerated by a commission on or
percentage of turnover.
Article 117 — Remuneration of Managing Director
A Managing Director shall, subject to the terms of any agreement entered into in any particular
case, receive such remuneration (whether by way of salary, commission, or participation in profits,
or partly in one way and partly in another) as the Directors may determine but he shall not be
remunerated by a commission on or a percentage of turnover.
D-1

Article 85(4) — Holding of office of profit and contracting with Company
A Director may hold any other office or place of profit under the Company (other than the office
of auditor) in conjunction with his office of Director and for such period and on such terms (as to
remuneration and otherwise) as the Directors may determine. No Director or intending Director
shall be disqualified by his office from contracting with the Company either with regard to his
tenure of any such other office or place of profit or as a vendor, purchaser or otherwise. No such
transaction and no transaction or arrangement entered into by or on behalf of the Company in
which any Director is in any way interested shall be liable to be avoided nor shall any Director so
contracting or being so interested be liable to account to the Company for any profit realised by
any such contract or arrangement by reason of such Director holding that office or of the fiduciary
relationship thereby established.
Article 85(5) — Holding of office in other companies
A Director of the Company may with the consent of the Board be or become a Director or other
officer of or otherwise interested in any company promoted by the Company or in which the
Company may be interested as a shareholder or otherwise and no such Director shall be
accountable to the Company for any remuneration or other benefits received by him as a Director
or officer of or from his interests in such other company unless the Company otherwise directs.
4. Article relating to the borrowing powers exercisable by the Directors and how such
borrowing powers may be varied is:–
Article 99 — Directors’ borrowing powers
The Directors may exercise all the powers of the Company to borrow money and to mortgage or
charge its undertaking, property and uncalled capital, or any part thereof, and to issue debentures
and other securities whether outright or as security for any debt, liability or obligation of the
Company or of any third party.
5. There are no specific provisions in our Articles of Association relating to the retirement or
non-retirement of a Director under an age limit requirement.
6. Articles relating to the shareholding qualification of a director are:–
Article 82 — Director’s Qualification
Unless otherwise determined by the Company in general meeting, a Director shall not be required
to hold any share qualification in the Company.
Article 80 — Director need not be member of Company
A Director need not be a member of the Company, but shall be entitled to receive notice of and
to attend all general meetings of the Company.
7. Articles relating to the duties of a Director to declare his interest in any dealing with the
Company are:–
Article 85(1) — Declaration of Director’ interest in contract with Company
A Director who is in any way whether directly or indirectly interested in a transaction or proposed
transaction with the Company shall declare the nature of his interest at a meeting of the Directors
in accordance with the Act.
Article 85(3) — Declaration of Directors’ conflict of interest
A Director who holds any office or possesses any property whereby whether directly or indirectly
duties or interests might be created in conflict with his duties or interests as Director shall declare
the fact and the nature, character and extent of the conflict at a meeting of the Directors of the
Company in accordance with the Act.
D-2

8. Articles relating to rights, preferences and restrictions attaching to each class of shares
are:–
Article 5 — Issue of shares
Subject to the prior approval of the Company in general meeting, shares in the Company may be
issued by the Directors. Without prejudice to any special rights previously conferred on the
holders of any existing shares or class of shares but subject to the Act, any such shares may be
issued with such preferred, deferred, or other special rights or such restrictions, whether in regard
to dividend, voting, return of capital, redemption or otherwise, as the Directors, subject to any
ordinary resolution of the Company may determine;
Provided always that:–
(i) no shares shall be issued at a discount, except in accordance with the Act; and
(ii) the total nominal value of issued preference shares shall not exceed the total nominal value
of the issued ordinary shares at any time.
Article 6 — Variation of rights
If at any time the share capital is divided into different classes of shares, the rights attached to any
class (unless otherwise provided by the terms of issue of the shares of that class) may, whether
or not the Company is being wound up, be varied with the consent in writing of the holders of
three-fourths of the issued shares of that class, or with the sanction of a special resolution passed
at a separate general meeting of the holders of the shares of the class. To every such separate
general meeting the provisions of these Articles relating to general meetings shall mutatis
mutandis apply, but so that the necessary quorum shall be two persons at least holding or
representing by proxy one-third of the issued shares of the class and that any holder of shares of
the class present in person or by proxy may demand a poll. Provided always that where the
necessary majority for such a special resolution is not obtained at the meeting, consent in writing
if obtained from the holders of three-fourths of the issued shares of the class concerned within two
months of the meeting shall be as valid and effectual as a special resolution carried at the
meeting.
Article 7 — Creation or issue of further shares with special rights
The rights conferred upon the holders of the shares of any class issued with preferred or other
rights shall, unless otherwise expressly provided by the terms of issue of the shares of that class,
be deemed to be varied by the creation or issue of further shares ranking equally with, or in priority
to such shares.
Article 8 — Rights of preference shareholders
Preference shareholders shall have the same rights as ordinary shareholders as regards
receiving notices, reports and balance sheets, and attending general meetings of the Company.
Preference shareholders shall also have the right to vote at any meeting convened for the purpose
of reducing the capital, or winding up, or sanctioning a sale of the undertaking of the Company,
or where the proposition to be submitted to the meeting directly affects their rights and privileges,
or when the dividend on the preference shares is in arrears for more than six months.
Article 64 — Method of voting
At any general meeting a resolution put to the vote of the meeting shall be decided on a show of
hands unless before or on the declaration of the result of the show of hands a poll is demanded:–
(a) by the Chairman, being a person entitled to vote;
(b) by at least two members present in person or by proxy and entitled to vote;
(c) by any member present in person or by proxy, or any number or combination of such
members or proxies, holding or representing as the case may be, not less than 10% of the
total voting rights of all the members having the right to vote at the meeting; or
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(d)
by any member present in person or by proxy, or any number or combination of such
members or proxies, holding or representing as the case may be, shares in the Company
conferring a right to vote at the meeting being shares on which an aggregate sum has been
paid up equal to not less than 10% of the total sum paid up on all the shares conferring that
right.
Unless a poll is so demanded a declaration by the Chairman that a resolution has on a show of
hands been carried or carried unanimously, or by a particular majority, or lost, and an entry to that
effect in the book containing the minutes of the proceedings of the Company shall be conclusive
evidence of the fact without proof of the number or proportion of the votes recorded in favour of
or against the resolution. The demand for a poll may be withdrawn. In case of any dispute as to
the admission or rejection of a vote the Chairman shall determine the same and such
determination made in good faith shall be final and conclusive.
Article 66 — Chairman’s casting vote
In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the
meeting at which the show of hands takes place or at which the poll is demanded shall be entitled
to a second or casting vote.
Article 70 — Right to vote
Every member shall be entitled to be present and to vote at any general meeting either personally
or by proxy in respect of any shares upon which all calls due to the Company have been paid.
Article 71 — Voting rights of members
Subject to any rights or restrictions as to voting for the time being attached to any class or classes
of shares:–
(a) at a meeting of members or classes of members, each member entitled to vote may vote in
person or by proxy;
(b) on a show of hands, every member present in person or by proxy, shall have one vote,
provided that if a member is represented by two proxies, only one of the two proxies, as the
Chairman shall determine, shall be entitled to vote; and
(c) on a poll every member present in person or by proxy shall have one vote for each share he
holds or represents.
For the purpose of determining the number of votes which a member, being a Depositor, or his
proxy may cast at any general meeting on a poll, the reference to shares held or represented
shall, in relation to shares of that Depositor, be the number of shares entered against his name
in the Depository Register as at 48 hours before the time of the relevant general meeting as
supplied by the Depository to the Company.
Article 72 — Voting rights of joint holders
In the case of joint holders any one of such persons may vote, but if more than one of such
persons shall be present at a meeting, the vote of the senior who tenders a vote, whether in
person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders; and
for this purpose seniority shall be determined by the order in which the names stand in the
Register of Members or (as the case may be) the Depository Register in respect of the share.
Article 73 — Corporations acting by representatives
Any corporation which is a member of the Company may by resolution of its directors or other
governing body authorise any person to act as its representative at any general meeting of the
Company or of any class of members of the Company and the person so authorised shall be
entitled to exercise the same powers on behalf of the corporation as a corporation would exercise
if it were personally present at the meeting.
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Article 74 — Objections
No objection shall be raised to the qualification of any voter except at the meeting or adjourned
meeting at which the vote objected to is given or tendered, and every vote not disallowed at such
meeting shall be valid for all purposes. Any such objection made in due time shall be referred to
the Chairman of the meeting, whose decision shall be final and conclusive.
Article 75(1) — Appointment of proxies
(1) A member may appoint not more than two proxies to attend at the same general meeting,
provided that-
(a) if the member is a Depositor, the Company shall be entitled and bound:–
(i) to reject any instrument of proxy lodged if the Depositor is not shown to have any
shares entered against his name in the Depository Register as at 48 hours before
the time of the relevant general meeting as supplied by the Depository to the
Company; and
(ii) to accept as the maximum number of votes which in aggregate the proxy or
proxies appointed by the Depositor is or are able to cast on a poll a number which
is the number of shares entered against the name of that Depositor in the
Depository Register as at 48 hours before the time of the relevant general
meeting as supplied by the Depository to the Company, whether that number is
greater or smaller than the number specified in any instrument of proxy executed
by or on behalf of that Depositor.
(b) the Company shall be entitled and bound, in determining rights to vote and other
matters in respect of a completed instrument of proxy submitted to it, to have regard
to the instructions (if any) given by and the notes (if any) set out in the instrument of
proxy.
(c) if the Chairman is appointed as proxy, he may designate such other person to act as
proxy in his stead.
(2) Where a member appoints more than one proxy, he shall specify the proportion of his
shareholding to be represented by each proxy.
(3) A proxy or representative need not be a member.
(4) The instrument appointing a proxy shall be deemed to confer authority to demand or join in
demanding a poll, to move any resolution or amendment thereto and to speak at the
meeting.
(5) The instrument appointing a proxy or representative for any member shall be in writing and
shall (in the case of an individual appointor) be signed by the appointor or his attorney or, (if
the appointor is a corporation) be under its seal or signed by its attorney.
(6) The signatures on an instrument of proxy need not be witnessed.
Article 76 — Deposit of instrument appointing a Proxy
The instrument appointing a proxy and the power of attorney or other authority, if any, under which
it is signed or a notarially certified copy of that power or authority shall be deposited at the
registered office of the Company, or at such other place in Singapore as is specified for that
purpose in the notice convening the meeting, not less than 48 hours before the time for holding
the meeting or adjourned meeting at which the person named in the instrument proposes to vote,
or, in the case of a poll, not less than 24 hours before the time appointed for the taking of the poll,
and in default the instrument of proxy shall not be treated as valid.
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Article 77 — Intervening death or insanity of principal not to revoke proxy
A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding
the previous death or unsoundness of mind of the principal or revocation of the instrument or of
the authority under which the instrument was executed or the transfer of the share in respect of
which the instrument is given, if no intimation in writing of such death, unsoundness of mind,
revocation or transfer as aforesaid has been received by the Company at the registered office
before the commencement of the meeting or adjourned meeting at which the instrument is used.
Article 129 — Dividends
The Company in general meeting may declare dividends, but no dividend shall exceed the
amount recommended by the Directors.
Article 130 — Interim Dividend
The Directors may from time to time pay to the members such interim dividends as appear to the
Directors to be justified by the profits of the Company.
Article 131 — Payment of dividends
(1) The dividends, interest and bonuses and any other benefits and advantages in the nature of
income receivable in respect of the Company’s investments, and any commissions,
trusteeship, agency, transfer and other fees and current receipts of the Company shall,
subject to the payment thereout of the expenses of management, interest upon borrowed
money and other expenses which in the opinion of the Directors are of a revenue nature,
constitute the profits of the Company available for dividend.
(2) Appreciations of capital assets, investments and realised profits resulting on a sale of capital
assets or investments (except so far as representing interest or dividend accrued and
unpaid) shall either be carried to the credit of capital reserve or shall be applied in providing
for depreciation or contingencies or for writing down the value of the assets. It is expressly
declared that in ascertaining the profits of the Company available for dividend it shall not be
necessary to make good any losses or depreciation in value of any of the Company’s
investments or any other assets of the Company except circulating capital.
Article 132 — Power to carry profit to reserve
The Directors may from time to time set aside out of the profits of the Company and carry to
reserve such sums as they think proper. Such reserves shall, at the discretion of the Directors, be
applicable for any purposes to which the profits of the Company may properly be applied. The
Directors may divide the reserve into such special funds as they think fit and may consolidate into
one fund any special funds or any part of any special funds into which the reserve may have been
divided. The Directors may also, without placing the same to reserve, carry forward any profits.
In carrying sums to reserve and in applying the same, the Directors shall comply with the
provisions of the Statutes.
Article 133 — Apportionment of dividends
Subject to the rights of persons, if any, entitled to shares with special rights as to dividend, all
dividends shall be declared and paid according to the amounts paid or credited as paid on the
shares in respect of which the dividend is paid, but no amount paid or credited as paid on a share
in advance of calls shall be treated for the purposes of this Article as paid on the share. All
dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid
on the shares during any portion or portions of the period in respect of which the dividend is paid;
but if any share is issued on terms providing that it shall rank for dividend as from a particular date
that share shall rank for dividend accordingly.
Article 134 — Deduction of debts due to Company
The Directors may deduct from any dividend payable to any member all sums of money, if any,
presently payable by him to the Company on account of calls or otherwise in relation to the shares
of the Company.
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Article 135 — Payment of dividend in specie
Any general meeting declaring a dividend or bonus may direct payment of such dividend or bonus
wholly or partly by the distribution of specific assets and in particular of paid-up shares,
debentures or debenture stock of any other Company or in any one or more of such ways and the
Directors shall give effect to such resolution. Where any difficulty arises in regard to such
distribution, the Directors may settle the same as they think expedient, and fix the value for
distribution of such specific assets or any part thereof and may determine that cash payments
shall be made to any members upon the footing of the value so fixed in order to adjust the rights
of all parties, and may vest any such specific assets in trustees as may seem expedient to the
Directors.
Article 136 — Dividends payable in cash
Any dividend, interest, or other money payable in cash in respect of shares may be paid by
cheque or payable by warrant sent through the post directed to the registered address of the
holder or, in the case of joint holders, to the registered address of that one of the joint holders who
is first named on the Register of Members or (as the case may be) the Depository Register or to
such person and to such address as that holder or joint holders may in writing direct or by
electronic transmission to such account of the holder or joint holders as that holder or joint holders
may have in writing notified to the Company. Every such payment shall be sent at the risk of the
person entitled to the money represented thereby. Every cheque or warrant shall be made
payable to the order of the person to whom it is sent. Any one of two or more joint holders may
give effectual receipts for any dividends, bonuses or other money payable in respect of the shares
held by them as joint holders. Notwithstanding the provisions of these Articles, the payment by the
Company to the Depository of any dividend payable to a Depositor shall (in accordance with the
provisions of the Act), to the extent of the payment made to the Depository, discharge the
Company from any liability to the Depositor in respect of that payment.
Article 138 — Power to capitalise profits
The Company in general meeting may upon the recommendation of the Directors, by ordinary
resolution resolve that it is desirable to capitalise any part of the amount for the time being
standing to the credit of any of the Company’s reserve accounts or to the credit of the profit and
loss account or otherwise available for distribution, and accordingly that such sum be set free for
distribution amongst the members who would have been entitled thereto if distributed by way of
dividend and in the same proportions on condition that the same be not paid in cash but be applied
either in or toward paying up any amounts for the time being unpaid on any shares held by such
members respectively or paying up in full unissued shares or debentures of the Company to be
allotted, distributed and credited as fully paid up to and amongst such members in the proportion
aforesaid, or partly in the one way and partly in the other, and the Directors shall give effect to
such resolution. A share premium account and a capital redemption reserve may, for the purposes
of this Article, be applied only in the paying up of unissued shares to be issued to members of the
Company as fully paid bonus shares.
Article 144 — Distribution of surplus assets
If the Company shall be wound up, subject to due provision being made satisfying the claims of
any holders of shares having attached thereto any special rights in regard to the repayment of
capital, the surplus assets shall be applied in repayment of the capital paid up or credited as paid
up on the ordinary shares at the commencement of the winding up in proportion to the capital paid
up or credited as paid up on such shares.
Article 145 — Distribution of assets in specie
If the Company shall be wound up, the liquidators may, with the sanction of a special resolution,
divide among the members in specie any part of the assets of the Company and any such division
may be otherwise than in accordance with the existing rights of the members, but so that if any
division is resolved or otherwise than in accordance with such rights, the members shall have the
same right of dissent and consequential rights as if such resolution were a special resolution
passed pursuant to the Act. A special resolution sanctioning a transfer or sale to another company
duly passed pursuant to the Act may in like manner authorise the distribution of any shares or
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other consideration receivable by the liquidators amongst the members otherwise than in
accordance with their existing rights; and any such determination shall be binding upon all the
members subject to the right of dissent and consequential rights conferred by the Act.
9. Articles relating to change in capital are:–
Article 51 — Power to increase share capital, consolidate, cancel and subdivide shares
The Company may from time to time by ordinary resolution:–
(a) increase the share capital by such sum to be divided into shares of such amount as the
resolution shall prescribe;
(b) consolidate and divide all or any of its share capital into shares of larger amount than its
existing shares;
(c) subdivide its shares or any of them into shares of smaller amount than is fixed by the
Memorandum; so however that in the subdivision the proportion between the amount paid
and the amount (if any) unpaid on each reduced share shall be the same as it was in the
case of the share from which the reduced share is derived;
(d) cancel shares which at the date of the passing of the resolution in that behalf have not been
taken or agreed to be taken by any person or which have been forfeited and diminish the
amount of its share capital by the amount of the shares so cancelled.
Article 52(1) — Offer of new shares
Subject to any direction to the contrary that may be given by the Company in general meeting or
except as permitted under the listing rules of the Stock Exchange, all new shares shall, before
issue, be offered to such persons as at the date of the offer are entitled to receive notices from
the Company of general meetings in proportion, as nearly as the circumstances admit, to the
amount of the existing shares to which they are entitled. The offer shall be made by notice
specifying the number of shares offered, and limiting a time within which the offer, if not accepted,
will be deemed to be declined, and, after the expiration of that time, or on the receipt of an
intimation from the person to whom the offer is made that he declines to accept the shares offered,
the Directors may dispose of those shares in such manner as they think most beneficial to the
Company. The Directors may likewise so dispose of any new shares which (by reason of the ratio
which the new shares bear to shares held by persons entitled to an offer of new shares) cannot,
in the opinion of the Directors, be conveniently offered in accordance with this Article.
Article 52(2) — Exception to pre-emption
Notwithstanding Article 52(1) above, the Company may by ordinary resolution in a general
meeting, give to the Directors a general mandate, either conditionally or unconditionally to issue:–
(a) shares in the capital of the Company (whether by way of bonus, rights or otherwise); or
(b) convertible securities;
(c) additional convertible securities arising from adjustments made to the number of convertible
securities previously issued in the event of rights, bonus or capitalisation issues; or
(d) shares arising from the conversion of convertible securities,
at any time and upon such terms and conditions and for such purposes as the Directors may in
their absolute discretion deem fit provided that:–
(i) the aggregate number of shares and convertible securities that may be issued shall be not
more than 50% of the issued share capital of the Company as at the date the general
mandate is passed or such other limit as may be prescribed by the Stock Exchange;
(ii) the aggregate number of shares and convertible securities to be issued other than on a
pro-rata basis to existing shareholders shall be not more than 20% of the issued share
capital of the Company as at the date the general mandate is passed or such other limit as
may be prescribed by the Stock Exchange;
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(iii)
(iv)
for the purpose of determining the aggregate number of shares that may be issued under
sub-paragraphs (i) and (ii) above, the percentage of issued share capital shall be calculated
based on the issued share capital of the Company as at the date the general mandate is
passed after adjusting for new shares arising from the conversion of any convertible
securities or exercise of any employee options in issue as at the date the general mandate
is passed and any subsequent consolidation or subdivision of the Company’s shares; and
unless earlier revoked or varied by the Company in general meeting, such authority shall
continue in force only until the next Annual General Meeting or the date by which the next
Annual General Meeting is required by law to be held, whichever is earlier.
Article 53 — Power to reduce share capital
The Company may by special resolution reduce its share capital, any capital redemption reserve
fund or any share premium account in any manner and with, and subject to, any incident
authorised, and consent required by law.
Article 9 — Company may purchase its own shares
Subject to and in accordance with the provisions of the Act, the Company may purchase or
otherwise acquire ordinary shares issued by it on such terms as the Company may think fit and
in the manner prescribed by the Act. All shares repurchased by the Company shall be cancelled.
10. Article relating to change in the respective rights of the various cases of shares including
the action necessary to change the rights, indicating where the conditions are different
from those required by the applicable law, is:–
Article 6 — Variation of rights
If at any time the share capital is divided into different classes of shares, the rights attached to any
class (unless otherwise provided by the terms of issue of the shares of that class) may, whether
or not the Company is being wound up, be varied with the consent in writing of the holders of
three-fourths of the issued shares of that class, or with the sanction of a special resolution passed
at a separate general meeting of the holders of the shares of the class. To every such separate
general meeting the provisions of these Articles relating to general meetings shall mutatis
mutandis apply, but so that the necessary quorum shall be two persons at least holding or
representing by proxy one-third of the issued shares of the class and that any holder of shares of
the class present in person or by proxy may demand a poll. Provided always that where the
necessary majority for such a special resolution is not obtained at the meeting, consent in writing
if obtained from the holders of three-fourths of the issued shares of the class concerned within two
months of the meeting shall be as valid and effectual as a special resolution carried at the
meeting.
11. There are no specific provisions in our Articles of Association relating to a time limit after
which a dividend entitlement will lapse and an indication of the party in whose favour this
entitlement then operates.
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TERMS AND CONDITIONS AND PROCEDURES FOR APPLICATION
APPENDIX E
You are invited to apply and subscribe for the 45,000,000 Invitation Shares at the Issue Price for each
Offer Share and each Placement Share subject to the following terms and conditions:
1. Your application must be made in lots of 1,000 Invitation Shares or higher integral
multiples thereof. Your application for any other number of Shares will be rejected.
2. Your application for Offer Shares may be made by way of Offer Shares Application Forms or by
way of electronic applications through ATMs of the Participating Banks (“ATM Electronic
Applications’”) or through Internet Banking (“IB”) websites of the relevant Participating Banks
(“Internet Electronic Applications” which, together with ATM Electronic Applications, shall be
referred to as “Electronic Applications”). Your application for Placement Shares may only be made
by way of Placement Shares Application Forms. YOU MAY NOT USE CPF FUNDS TO APPLY
FOR THE INVITATION SHARES.
3. You are allowed to submit only one application in your own name for either the Offer
Shares or the Placement Shares. If you submit an application for Offer Shares by way of a
printed Application Form, you MAY NOT submit another application for Offer Shares by
way of an ATM Electronic Application and vice versa. If you submit an application for Offer
Shares by way of an ATM Electronic Application, you MAY NOT submit another application
for Offer Shares by way of an Internet Electronic Application and vice versa. Such separate
applications shall be deemed to be multiple applications and shall be rejected.
If you (being other than an approved nominee company) have submitted an application for
Offer Shares in your own name, you shall not submit any other applications for Offer
Shares, whether by way of a printed Application Form or by way of an Electronic
Application, for any other person. Such separate applications shall be deemed to be
multiple applications and shall be rejected.
If you have made an application for Placement Shares, you shall not make any application
for Offer Shares either by way of an Electronic Application or by way of a printed
Application Form and vice versa. Such separate applications shall be deemed to be
multiple applications and shall be rejected.
Conversely, if you have made an application for Offer Shares either by way of an Electronic
Application or by way of a printed Application Form, you shall not make or procure to make
another separate application for Placement Shares. Such separate applications shall be
deemed to be multiple applications and shall be rejected.
Joint applications shall be rejected. Multiple applications for New Shares shall be rejected.
If you submit or procure submissions of multiple share applications (whether for Offer
Shares, Placement Shares or both Offer Shares and Placement Shares), you may be
deemed to have committed an offence under the Penal Code (Chapter 224) of Singapore
and the Securities and Futures Act (Cap. 289) of Singapore, and your applications may be
referred to the relevant authorities for investigation. Multiple applications or those
appearing to be or suspected of being multiple applications are liable to be rejected at the
discretion of our Company.
4. We will not accept applications from any person under the age of 21, undischarged bankrupts,
sole-proprietorships, partnerships, chops or non-corporate bodies, joint Securities Account
holders of CDP or applicants whose addresses (furnished in your printed Application Forms or, in
the case of Electronic Applications, contained in the records of the relevant Participating Banks)
bear post office box numbers.
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5. We will not recognise the existence of a trust. An application by a trustee or trustees must be
made in his/their own name(s) and without qualification or, where the application is made by way
of a printed Application Form, in the name(s) of an approved nominee company or companies
after complying with paragraph 6 below.
6. WE WILL NOT ACCEPT APPLICATIONS FROM NOMINEES EXCEPT THOSE MADE BY
APPROVED NOMINEE COMPANIES ONLY. Approved nominee companies are defined as
banks, merchant banks, finance companies, insurance companies, licensed securities dealers in
Singapore and nominee companies controlled by them. Applications made by persons acting as
nominees other than approved nominee companies shall be rejected.
7. IF YOU ARE NOT A NOMINEE COMPANY, YOU MUST MAINTAIN A SECURITIES ACCOUNT
WITH CDP IN YOUR OWN NAME AT THE TIME OF YOUR APPLICATION. If you do not have
an existing Securities Account with CDP in your own name at the time of your application, your
application will be rejected (in the case of an application by way of a printed Application Form), or
you will not be able to complete your Electronic Application (in the case of an Electronic
Application). If you have an existing Securities Account with CDP but fail to provide your Securities
Account number or provide an incorrect Securities Account number in Section B of the printed
Application Form or in your Electronic Application, as the case may be, your application is liable
to be rejected. Subject to paragraph 8 below, your application shall be rejected if your particulars
such as name, NRIC/passport number, nationality and permanent residence status provided in
your Application Form or in the records of the relevant Participating Bank at the time of your
Electronic Application, as the case may be, differ from those particulars in your Securities Account
as maintained with CDP. If you possess more than one individual direct Securities Account with
CDP, your application shall be rejected.
8. IF YOUR ADDRESS AS STATED ON THE APPLICATION FORM OR, IN THE CASE OF AN
ELECTRONIC APPLICATION, CONTAINED IN THE RECORDS OF THE RELEVANT
PARTICIPATING BANK, AS THE CASE MAY BE, IS DIFFERENT FROM THE ADDRESS
REGISTERED WITH CDP, YOU MUST INFORM CDP OF YOUR UPDATED ADDRESS
PROMPTLY, FAILING WHICH THE NOTIFICATION LETTER ON SUCCESSFUL ALLOTMENT
AND OTHER CORRESPONDENCE FROM CDP WILL BE SENT TO YOUR ADDRESS LAST
REGISTERED WITH CDP.
9. Our Company reserves the right to reject or to accept, in whole or in part, or to scale down or to
ballot any application, without assigning any reason therefor, and no enquiry and/or
correspondence on the decision of our Company will be entertained. This right applies to
applications made by way of printed Application Forms and by way of Electronic Applications. In
deciding the basis of allotment which shall be at the discretion of our Company, due consideration
will be given to the desirability of allotting the New Shares to a reasonable number of applicants
with a view to establishing an adequate market for the Shares.
10. Our Company reserves the right to reject any application which does not conform strictly to the
instructions set out in the printed Application Forms and in this Prospectus or which does not
comply with the instructions for Electronic Applications or with the terms and conditions of this
Prospectus or, in the case of an application by way of a printed Application Form, which is illegible,
incomplete, incorrectly completed or which is accompanied by improperly drawn up or improper
form of remittance or remittances which are not honoured upon the first presentation. Our
Company further reserves the right to treat as valid any applications not completed or submitted
or effected in all respects in accordance with the terms and conditions of this Prospectus, the
instructions set out in the printed Application Forms and this Prospectus or instructions for
Electronic Applications and also to present for payment or other processes all remittances at any
time after receipt and to have full access to all information relating to, or deriving from, such
remittances or the processing thereof.
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11. Share certificates will be registered in the name of CDP and will be forwarded only to CDP. It is
expected that CDP will send to you, at your own risk, within 15 Market Days after the close of the
Application List, a statement showing that your Securities Account has been credited with the
number of Invitation Shares allotted to you if your application is successful. This will be the only
acknowledgement of application moneys received and is not an acknowledgement by our
Company.
12. You irrevocably authorise CDP to complete and sign on your behalf as transferee or renouncee
any instrument of transfer and/or other documents required for the issue or transfer of the
Invitation Shares allotted to you. This authorisation applies to applications made by way of printed
Application Forms and by way of Electronic Applications.
13. In the event of an over-subscription for the Offer Shares as at the close of the Application List and
the number of Placement Shares are fully subscribed or over-subscribed as at the close of the
Application List, the successful applications for the Offer Shares will be determined by ballot or
otherwise determined by our Directors and approved by the SGX-ST, if required.
In the event of an under-subscription for the Offer Shares as at the close of the Application List,
that number of Offer Shares under-subscribed shall be made available to satisfy applications for
the Placement Shares to the extent there is an over-subscription for the Placement Shares as at
the close of the Application List.
In the event of under-subscription for the Placement Shares as at the close of the Application List,
that number of Placement Shares under-subscribed shall be made available to satisfy
applications for the Offer Shares to the extent there is an oversubscription for the Offer Shares as
at the close of the Application List.
14. You irrevocably authorise CDP to disclose the outcome of your application, including the number
of Invitation Shares allotted to you pursuant to your application, to authorised operators.
15. Any reference to “you” in this section shall include a person applying for the Offer Shares by way
of an Electronic Application or by way of a printed Application Form and a person applying for the
Placement Shares through any of the Placement Agents.
16. By completing and delivering an Application Form or by making and completing an Electronic
Application by (in the case of an ATM Electronic Application) pressing the “Enter” or “OK” or
“Confirm” or “Yes” or any other relevant key on the ATM (as the case may be) or by (in the case
of an Internet Electronic Application) clicking “Submit” or “Continue” or “Yes” or “Confirm” or any
other relevant button on the IB website screen (as the case may be) in accordance with the
provisions herein, you:
(a) irrevocably offer to subscribe for the number of Invitation Shares specified in your application
(or such smaller number for which the application is accepted) at the Issue Price and agree
that you will accept such Invitation Shares as may be allotted to you, in each case in
accordance with, and subject to, the terms and conditions set out in this Prospectus and the
Memorandum and Articles of Association of our Company; and
(b)
warrant the truth and accuracy of the information in your application.
17. Our acceptance of applications will be conditional upon, inter alia, our Company being satisfied
that:
(a) permission has been granted by the SGX-ST to deal in, and for quotation for, all our existing
Shares and the New Shares on a “when-issued” basis on the Official List of the
SGX-SESDAQ;
(b)
(c)
no stop order has been issued by the Authority under the Securities and Futures Act of
Singapore; and
the Management and Underwriting Agreement and the Placement Agreement referred to on
pages 128 to 129 of this Prospectus have become unconditional and have not been
terminated or cancelled prior to such date as our Company may determine.
E-3

18. We will not hold any applications in reserve.
19. We will not allot Shares on the basis of this Prospectus later than six months after the date of
registration of this Prospectus.
20. Additional terms and conditions for applications by way of printed Application Forms are set out
on pages E-5 to E-7 of this Prospectus.
21. Additional terms and conditions for applications by way of Electronic Applications are set out on
pages E-8 to E-14 of this Prospectus.
E-4

ADDITIONAL TERMS AND CONDITIONS FOR APPLICATIONS USING PRINTED APPLICATION
FORMS
You shall make an application by way of printed Application Forms, and subject to the terms and
conditions of this Prospectus, including but not limited to the terms and conditions appearing below as
well as those set out under the section “Terms and Conditions and Procedures for Application” found
on pages E-1 to E-4 of this Prospectus, as well as the Memorandum and Articles of Association of our
Company.
1. Your application must be made using the WHITE Application Forms and official envelopes “A” and
“B” for Offer Shares or the BLUE Application Forms for Placement Shares accompanying and
forming part of this Prospectus.
We draw your attention to the detailed instructions set out in the respective Application Forms and
this Prospectus for the completion of the Application Forms which must be carefully followed. Our
Company reserves the right to reject applications which do not conform strictly to the
instructions set out in the Application Forms and this Prospectus or to the terms and
conditions of this Prospectus or which are illegible, incomplete, incorrectly completed or
which are accompanied by improperly drawn up or improper form of remittances which are
not honoured upon the first presentation.
2. Your Application Forms must be completed in English. Please type or write clearly in ink using
BLOCK LETTERS. All spaces in the Application Forms, except those under the heading “FOR
OFFICIAL USE ONLY”, must be completed and the words “NOT APPLICABLE” or “N.A.” should
be written in any space that is not applicable.
3. Individuals, corporations and approved nominee companies must give their names in full. You
must make your application, in the case of individuals, in your full names appearing in your identity
cards (if you have such identification documents) or in your passports and, in the case of
corporations, in your full names as registered with a competent authority. An applicant, other than
an individual, completing the Application Forms under the hand of an official, must state the name
and capacity in which that official signs. If you are a corporation completing the Application Form,
you are required to affix your Common Seal (if any) in accordance with your Memorandum and
Articles of Association or the equivalent constitutive document(s) of the corporation. If you are a
corporate applicant and your application is successful, a copy of your Memorandum and Articles
of Association or the equivalent constitutive document(s) must be lodged with our Company’s
Share Registrar and Share Transfer Office. Our Company reserves the right to require you to
produce documentary proof of identification for verification purposes.
4. (a) You must complete sections A and B and sign page 1 of the Application Form.
(b) You are required to delete either paragraph 7(a) or 7(b) on page 1 of the Application Form.
Where paragraph 7(a) is deleted, you must also complete Section C of the Application Form
with particulars of the beneficial owner(s).
(c) If you fail to make the required declaration in paragraph 7(a) or 7(b) (as the case may be)
on page 1 of the Application Form, your application is liable to be rejected.
5. You may apply for the Invitation Shares using cash only. Each application for the Invitation Shares
must be accompanied by a remittance in Singapore currency for the full amount payable, in
respect of the number of Invitation Shares applied for, in the form of a BANKER’S DRAFT or
CASHIER’S ORDER drawn on a bank in Singapore, made out in favour of “SWISSCO SHARE
ISSUE ACCOUNT” and crossed “A/C PAYEE ONLY”, and with your name and address written
clearly on the reverse side. Applications not accompanied by any payment or accompanied by
ANY OTHER FORM OF PAYMENT WILL NOT BE ACCEPTED. We will reject remittances
bearing “Not Transferable” or “Non Transferable” crossings.
No acknowledgement of receipts will be issued by our Company or the Manager for applications
and application moneys received.
E-5

6. You (whether you are an individual or corporate applicant, whether incorporated or
unincorporated and wherever incorporated or constituted) will be required to declare whether you
are a citizen or permanent resident of Singapore or a corporation in which citizens or permanent
residents of Singapore or any body corporate constituted under any statute of Singapore have an
interest in the aggregate of more than 50 per cent. of the issued share capital of or interests in
such corporations. If you are an approved nominee company, you are required to declare whether
the beneficial owner of the Invitation Shares is a citizen or permanent resident of Singapore or a
corporation, whether incorporated or unincorporated and wherever incorporated or constituted, in
which citizens or permanent residents of Singapore or any body corporate incorporated or
constituted under any statute of Singapore have an interest in the aggregate of more than 50 per
cent. of the issued share capital of or interests in such corporations.
7. Moneys paid in respect of unsuccessful applications are expected to be returned to you (without
interest or any share of revenue or other benefit arising therefrom) by ordinary post within 24
hours of the balloting at your own risk. Where your application is rejected or accepted in part only,
the full amount or the balance of the application moneys, as the case may be, will be refunded
(without interest or any share of revenue or other benefit arising therefrom) by ordinary post within
14 Market Days after the close of the Application List, provided that the remittance accompanying
such application which has been presented for payment or other processes has been honoured
and the application moneys received in the designated share issue account.
8. Capitalised terms used in the Application Forms and defined in this Prospectus shall bear the
meanings assigned to them in this Prospectus.
9. By completing and delivering the Application Form, you agree that:
(a) In consideration of our Company having distributed the Application Form to you and
agreeing to close the Application List at 12.00 noon on 10 November 2004 or such other time
and date as our Company may, in consultation with the Manager, decide and by completing
and delivering the Application Form, you agree that:
(i) your application is irrevocable; and
(ii) your remittance will be honoured on first presentation
(b)
(c)
(d)
(e)
and that any moneys returnable may be held pending clearance of your payment and you
will not be entitled to any interest or any share of other benefit arising therefrom;
all applications, acceptances and contracts resulting therefrom pursuant to the Invitation
shall be governed by and construed in accordance with the laws of Singapore and that you
irrevocably submit to the non-exclusive jurisdiction of the Singapore courts;
in respect of Invitation Shares for which your application has been received and not rejected,
acceptance of your application shall be constituted by written notification by or on behalf of
our Company and not otherwise, notwithstanding any remittance being presented for
payment by or on behalf of our Company;
you will not be entitled to exercise any remedy of rescission for misrepresentation at any
time after acceptance of your application; and
reliance is placed solely on the information contained in this Prospectus and that none of our
Company, the Manager, the Underwriter, the Placement Agents or any other person involved
in the Invitation shall have any liability for any information not so contained.
10. Application for Offer Shares
(a) Your application for Offer Shares MUST be made using the WHITE Offer Shares Application
Forms and the WHITE official envelopes “A” and “B”. ONLY ONE APPLICATION should be
enclosed in each envelope.
E-6

(b) You must:
(i) enclose the WHITE Offer Shares Application Form, duly completed and signed,
together with the correct remittance (with your name and address clearly written on the
reverse side) in accordance with the terms and conditions of this Prospectus, in the
WHITE official envelope “A” which is provided;
(ii) in the appropriate spaces on the WHITE official envelope “A”:
• write your name and address;
• state the number of Offer Shares applied for;
• tick the relevant box to indicate the form of payment; and
• affix adequate Singapore postage;
(iii) SEAL THE WHITE OFFICAL ENVELOPE “A”;
(iv) Write, in the special box provided on the larger official WHITE envelope “B” addressed
to B.A.C.S Private Limited, 63 Cantonment Road, Singapore 089758, the number of
Offer Shares you have applied for; and
(v) Insert WHITE official envelope “A” into WHITE official envelope “B”. You must seal the
WHITE official envelope “B”, affix adequate Singapore postage on envelope “B” (if
despatching by ordinary post) and thereafter DESPATCH BY ORDINARY POST OR
DELIVER BY HAND at your own risk to B.A.C.S Private Limited, 63 Cantonment Road,
Singapore 089758, so as to arrive by 12.00 NOON ON 10 November 2004 or such
other time or date as our Company may, in consultation with the Manager, decide.
Local Urgent Mail or Registered Post must NOT be used.
(c) ONLY ONE APPLICATION should be enclosed in each envelope. No receipt or
acknowledgement will be issued for any application or remittance received.
11. Application for Placement Shares
Your application for Placement Shares MUST be made using the BLUE Placement Shares
Application Forms.
The completed and signed BLUE Placement Shares Application Form, together with the correct
remittance (with your name and address clearly written on the reverse side) in accordance with
the terms and conditions of this Prospectus, must be enclosed and sealed in any envelope to be
provided by you. You must affix adequate postage (if despatching by ordinary post) and thereafter
the sealed envelope must be DESPATCHED BY ORDINARY POST OR DELIVERED BY HAND
at your own risk to Phillip Securities Pte Ltd, 250 North Bridge Road, #06-00 Raffles City Tower,
Singapore 179101, so as to arrive by 12.00 NOON ON 10 November 2004 or such other time or
date as our Company may, in consultation with the Manager, decide. Local Urgent Mail or
Registered Post MUST NOT be used.
ONLY ONE APPLICATION should be enclosed in each envelope. No receipt or
acknowledgement will be issued for any application or remittance received.
Alternatively, you may remit your application moneys by electronic transfer to the account of
United Overseas Bank Limited, Main Branch, account number 101-350-199-3, in favour of
“SWISSCO SHARE ISSUE ACCOUNT” for the number of Placement Shares applied for, so as
to arrive by 12.00 NOON on 10 November 2004 or such other time as our Company may, in
consultation with the Manager, decide. If you remit your application moneys via electronic transfer,
you should send a copy of the remittance advice to Phillip Securities Pte Ltd, 250 North Bridge
Road, #06-00 Raffles City Tower, Singapore 179101 or to fax number 6535 7269, to arrive by
12.00 noon on 10 November 2004. No receipt or acknowledgement will be issued for any
application or remittance received.
E-7

ADDITIONAL TERMS AND CONDITIONS FOR ELECTRONIC APPLICATIONS
The procedures for Electronic Applications at ATMs are set out on the ATM screens (in the case of ATM
Electronic Applications) and the IB website screens (in the case of Internet Electronic Applications) of
the relevant Participating Banks. Currently, DBS Bank and the UOB are the only Participating Banks
through which Internet Electronic Applications can be made. For illustration purposes, the procedures
for Electronic Applications through ATMs of DBS Bank and the IB website of DBS Bank are set out
respectively in the “Steps for Electronic Applications through ATMs” and the “Steps for Internet
Electronic Applications through Internet Banking websites” (the “Steps”) appearing on page E-14 of this
Prospectus.
The Steps set out the actions that you must take at an ATM or IB website of DBS Bank to complete an
Electronic Application. The actions that you must take at ATMs or the IB websites of other Participating
Banks are set out on the ATM screens or the IB website screens of the relevant Participating Banks.
Please read carefully the terms of this Prospectus, the Steps and the terms and conditions for
Electronic Applications set out below before making an Electronic Application. Any reference to “you”
in the additional terms and conditions for Electronic Applications and the Steps shall refer to you making
an application for Offer Shares through an ATM or the IB website of a relevant Participating Bank.
You must have an existing bank account with and be an ATM cardholder of one of the Participating
Banks before you can make an Electronic Application at the ATMs. An ATM card issued by one
Participating Bank cannot be used to apply for Offer Shares at an ATM belonging to other Participating
Banks. Upon the completion of your Electronic Application transaction, you will receive an ATM
transaction slip (“Transaction Record”), confirming the details of your Electronic Application. Upon
completion of your Internet Electronic Application, there will be an on-screen confirmation
(“Confirmation Screen”) of the application which you can print out for your record. The Transaction
Record or your printed record of the Confirmation Screen is for your retention and should not be
submitted with any Application Form.
You must ensure that you enter your own Securities Account number when using the ATM card
issued to you in your own name. If you operate a joint bank account with any of the Participating
Banks, you must ensure that you enter your own Securities Account number when using the
ATM card issued to you in your own name. Using your own Securities Account number with an
ATM card which is not issued to you in your own name will render your Electronic Application
liable to be rejected.
For an Internet Electronic Application, you must have a bank account with and a User Identification
(“User ID”) and a Personal Identification Number (“PIN”) given by the relevant Participating Banks.
Upon completion of your Internet Electronic Application through the IB website of DBS Bank, there will
be an on-screen confirmation (“Confirmation Screen”) of the application which can be printed out by
you for your record. This printed record of the Confirmation Screen is for your retention and should not
be submitted with any printed Application Form.
You must ensure, when making an Internet Electronic Application, that your mailing address is in
Singapore and the application is being made in Singapore and you will be asked to declare accordingly.
Otherwise, your application is liable to be rejected. You shall make an Electronic Application on the
terms and subject to the conditions of this Prospectus including but not limited to the terms and
conditions appearing below and those set out under the section on “TERMS AND CONDITIONS AND
PROCEDURES FOR APPLICATION” on pages E-1 to E-14 of this Prospectus as well as the
Memorandum and Articles of Association of our Company.
1. In connection with your Electronic Application for Offer Shares, you are required to confirm
statements to the following effect in the course of activating the ATM for your Electronic
Application:
(a)
that you have received a copy of this Prospectus and have read, understood and
agreed to all the terms and conditions of application for Offer Shares and this
Prospectus prior to effecting the Electronic Application and agree to be bound by the
same;
E-8

(b)
(c)
that you consent to the disclosure of your name, NRIC/passport number, address,
nationality, permanent resident status, CDP Securities Account number, and share
application amount (the “Relevant Particulars”) from your account with that
Participating Bank to the Share Registrar, CDP, SCCS, our Company and the Manager
(the “Relevant Parties”); and
that this is your only application and it is made in your own name and at your own
risk.
Your application will not be successfully completed and cannot be recorded as a completed
transaction in the ATM unless you press the “Enter” or “OK” or “Confirm” or “Yes” key. By
doing so, you shall be treated as signifying your confirmation of each of the above three
statements. In respect of statement 1(b) above, your confirmation, by pressing the “Enter”
or “OK” or “Confirm” or “Yes” key, shall signify and shall be treated as your written
permission, given in accordance with the relevant laws of Singapore including Section 47(4)
of the Banking Act (Chapter 19) of Singapore to the disclosure by that Participating Bank of
the Relevant Particulars to the Relevant Parties.
2. BY MAKING AN ELECTRONIC APPLICATION, YOU CONFIRM THAT YOU ARE NOT
APPLYING FOR OFFER SHARES AS NOMINEE OF ANY OTHER PERSON AND THAT ANY
ELECTRONIC APPLICATION THAT YOU MAKE IS THE ONLY APPLICATION MADE BY YOU
AS BENEFICIAL OWNER.
YOU SHOULD MAKE ONLY ONE ELECTRONIC APPLICATION FOR OFFER SHARES AND
SHOULD NOT MAKE ANY OTHER APPLICATION FOR OFFER SHARES, WHETHER AT THE
ATM OR THE IB WEBSITES OF ANY PARTICIPATING BANK OR ON THE APPLICATION
FORMS. IF YOU HAVE MADE AN APPLICATION FOR OFFER SHARES ON AN APPLICATION
FORM, YOU SHALL NOT MAKE AN ELECTRONIC APPLICATION FOR OFFER SHARES AND
VICE VERSA.
3. You must have sufficient funds in your bank account with your Participating Bank at the time you
make your Electronic Application, failing which your Electronic Application will not be completed.
Any Electronic Application which does not conform strictly to the instructions set out on
the screens of the ATM or IB website through which your Electronic Application is being
made shall be rejected.
You may make an ATM Electronic Application at the ATM of any Participating Bank or an
Internet Electronic Application at the IB websites of the relevant Participating Banks for
Offer Shares, using only cash by authorising such Participating Bank to deduct the full
amount payable from your account with such Participating Bank.
4. You irrevocably agree and undertake to subscribe for and to accept the number of Offer Shares
applied for as stated on the Transaction Record or any lesser number of Offer Shares that may
be allotted to you in respect of your Electronic Application. In the event that we decide to allot any
lesser number of such Offer Shares or not to allot any Offer Shares to you, you agree to accept
such decision as final. If your Electronic Application is successful, your confirmation (by your
action of pressing the “Enter” or “OK” or “Confirm” or “Yes” key on the ATM or clicking “Confirm”
or “OK” on the IB website screen) of the number of Offer Shares applied for shall signify and shall
be treated as your acceptance of the number of Offer Shares that may be allotted to you and your
agreement to be bound by the Memorandum and Articles of Association of our Company.
5. We will not keep any applications in reserve. Where your Electronic Application is
unsuccessful, the full amount of the application moneys will be refunded (without interest or any
share of revenue or other benefit arising therefrom) to you by being automatically credited to your
account with your Participating Bank within 24 hours after balloting. Trading on a ”WHEN
ISSUED” basis, if applicable, is expected to commence after such refund has been made.
E-9

Where your Electronic Application is rejected or accepted in part only, the full amount or
the balance of the application moneys, as the case may be, will be refunded (without
interest or any share of revenue or other benefit arising therefrom) to you by being
automatically credited to your account with your Participating Bank within 14 days after
the close of the Application List.
Responsibility for timely refund of application moneys arising from unsuccessful or partially
successful Electronic Applications lies solely with the respective Participating Banks. Therefore,
you are strongly advised to consult your Participating Bank as to the status of your Electronic
Application and/or the refund of any moneys to you from unsuccessful or partially successful
Electronic Application, to determine the exact number of Offer Shares allotted to you before
trading the Offer Shares on the SGX-SESDAQ. Neither the SGX-ST, the CDP, the SCCS, the
Participating Banks, ourselves or the Manager assume any responsibility for any loss that may be
incurred as a result of you having to cover any net sell positions or from buy-in procedures
activated by the SGX-ST.
6. If your Internet Electronic Application made through the IB websites of DBS Bank or UOB
Group is unsuccessful, no notification will be sent by such Participating Bank.
If you make Electronic Applications through the following banks, you may check the provisional
results of your Electronic Applications as follows:
Bank Telephone Other Channels Operating Hours
Service
expected from
DBS Bank 1800 339 6666
(for POSB account
holders)
Internet Banking
24 hours a day Evening of the
www.dbs.com (1) balloting day
1800 111 1111
(for DBS account
holders)
OCBC 1800 363 3333 ATM ATM/Phone Banking —
24 hours a day
ATM/Phone Banking —
UOB Group 1800 222 2121 ATM
www.uobgroup.com (1) (2) 24 hours a day
(Other Transactions —
“IPO Enquiry”)
24 hours a day
Internet Banking —
Evening of the
balloting day
Evening of the
balloting day
Notes:
(1) If you make your Internet Electronic Applications through the IB website of DBS Bank or UOB Group, you may check
the result through the same channels listed in the table above in relation to ATM Electronic Applications made at
ATMs of DBS Bank or UOB Group.
(2) If you make your Electronic Application through the ATMs or IB website of UOB Group, you may check the results
of your application through UOB Personal Internet Banking, UOB Group ATMs or UOB PhoneBanking Services.
7. Electronic Applications shall close at 12.00 noon on 10 November 2004 or such other time
as we may, in consultation with the Manager, decide. All Internet Electronic Applications
must be received by 12:00 noon on 10 November 2004. Subject to the paragraph 9 below, an
Internet Electronic Application is deemed to be received when it enters the designated information
system of the relevant Participating Bank.
8. You are deemed to have requested and authorised us to:
(a) register the Offer Shares allotted to you in the name of CDP for deposit into your Securities
Account;
(b) send the relevant Share certificate(s) to CDP;
(c) return or refund (without interest or any share of revenue earned or other benefit arising
therefrom) the application moneys, should your Electronic Application be rejected, by
automatically crediting your bank account with your Participating Bank with the relevant
amount within 24 hours after the balloting; and
E-10

(d)
return or refund (without interest or any share of revenue or other benefit arising therefrom)
the balance of the application moneys, should your Electronic Application be accepted in
part only, by automatically crediting your bank account with your Participating Bank with the
relevant amount within 14 days after the close of the Application List.
9. You irrevocably agree and acknowledge that your Electronic Application is subject to risks of
electrical, electronic, technical and computer-related faults and breakdowns, fires, acts of God
and other events beyond the control of the Participating Banks and if, in any such event, we, the
Manager and/or the relevant Participating Bank do not receive your Electronic Application, or data
relating to your Electronic Application is lost, corrupted or not otherwise accessible, whether
wholly or partially for whatever reason, you shall be deemed not to have made an Electronic
Application and you shall have no claim whatsoever against us, the Manager and/or the relevant
Participating Bank for Offer Shares applied for or for any compensation, loss or damage.
10. We do not recognise the existence of a trust. Any Electronic Application by a trustee must be
made in his own name and without qualification. We will reject any application by any person
acting as nominee.
11. All your particulars in the records of your Participating Bank at the time you make your Electronic
Application shall be deemed to be true and correct and your Participating Bank and the Relevant
Parties shall be entitled to rely on the accuracy thereof. If there has been any change in your
particulars after making your Electronic Application, you shall promptly notify your Participating
Bank.
12. You should ensure that your personal particulars as recorded by both CDP and the
relevant Participating Bank are correct and identical, otherwise, your Electronic
Application is liable to be rejected. You should promptly inform CDP of any change in address,
failing which the notification letter on successful allotment and or/allocation will be sent to your
address last registered with CDP.
13. By making and completing an Electronic Application, you are deemed to have agreed that:
(a) in consideration of us making available the Electronic Application facility, through the
Participating Banks acting as our agents, at the ATMs and the IB websites (if any):
(i) your Electronic Application is irrevocable; and
(ii) your Electronic Application, our acceptance and the contract resulting therefrom under
the Invitation shall be governed by and construed in accordance with the laws of
Singapore and you irrevocably submit to the non-exclusive jurisdiction of the
Singapore courts;
(b) none of us, the Manager or the Participating Banks shall be liable for any delays, failures or
inaccuracies in the recording, storage or in the transmission or delivery of data relating to
your Electronic Application to us or CDP due to breakdowns or failure of transmission,
delivery or communication facilities or any risks referred to in paragraph 9 above or to any
cause beyond their respective controls;
(c) in respect of Offer Shares for which your Electronic Application has been successfully
completed and not rejected, acceptance of your Electronic Application shall be constituted
by written notification by or on our behalf and not otherwise, notwithstanding any payment
received by or on our behalf;
(d) you will not be entitled to exercise any remedy of rescission for misrepresentation at any
time after acceptance of your application; and
(e) reliance is placed solely on information contained in this Prospectus and that none of our
Company, the Manager, the Underwriter, the Placement Agent nor any other person involved
in the Invitation shall have any liability for any information not so contained.
The instructions for Electronic Applications will appear on the ATM screens and the IB website screens.
For illustration purposes, the steps for making an Electronic Application through an ATM belonging to
DBS Bank or through the IB website of DBS Bank are shown below. Instructions for Electronic
Applications on the ATM screens and the IB websites screens (if any) of the Participating Banks, other
than DBS Bank, may differ from those represented below.
E-11

Steps for Electronic Applications through ATMs
Instructions for ATM Electronic Applications will appear on the ATM screens of the Participating Banks.
For illustration purposes, the steps for making an ATM Electronic Application through a DBS Bank or
POSB ATM are shown below. Certain words appearing on the screen are in abbreviated form (“A/c”,
“amt”, “appln”, “&”, “I/C”, “SGX” and “No.” refer to “Account”, “amount”, “application”, “and”, “NRIC”,
“SGX-ST” and “Number” respectively. Instructions for ATM Electronic Applications on the ATM screens
of Participating Banks (other than DBS Bank (including POSB ATMs)), may differ slightly from those
represented below.
Step
1. Insert your personal DBS or POSB ATM Card.
2. Enter your Personal Identification Number.
3. Select “CASHCARD & MORE SERVICES”.
4. Select “ESA-IPO SHARE/INVESTMENTS”.
5. Select “ELECTRONIC SECURITY APPLN (IPOS/BOND/ST-NOTES)” to “Swissco”.
6. Read and understand the following statements which will appear on the screen:
• THE OFFER OF SECURITIES (OR UNITS OF SECURITIES) WILL BE MADE IN, OR
ACCOMPANIED BY, A COPY OF THE PROSPECTUS/DOCUMENT OR PROFILE
STATEMENT (AND IF APPLICABLE, A COPY OF THE REPLACEMENT OR
SUPPLEMENTARY PROSPECTUS/DOCUMENT OR PROFILE STATEMENT) WHICH
CAN BE OBTAINED FROM ANY DBS BANK/POSB BRANCH IN SINGAPORE AND,
WHERE APPLICABLE, THE VARIOUS PARTICIPATING BANKS DURING BANKING
HOURS, SUBJECT TO AVAILABILITY.
• ANYONE WISHING TO ACQUIRE THESE SECURITIES (OR UNITS OF SECURITIES)
SHOULD READ THE PROSPECTUS/DOCUMENT OR PROFILE STATEMENT (AS
SUPPLEMENTED OR REPLACED, IF APPLICABLE) BEFORE SUBMITTING HIS
APPLICATION WHICH WILL NEED TO BE MADE IN THE MANNER SET OUT IN THE
PROSPECTUS/DOCUMENT OR PROFILE STATEMENT (AS SUPPLEMENTED OR
REPLACED, IF APPLICABLE). A COPY OF THE PROSPECTUS/DOCUMENT OR
PROFILE STATEMENT, AND IF APPLICABLE, A COPY OF THE REPLACEMENT OR
SUPPLEMENTARY PROSPECTUS/DOCUMENT OR PROFILE STATEMENT HAS BEEN
LODGED WITH AND REGISTERED BY THE MONETARY AUTHORITY OF SINGAPORE
WHO ASSUMES NO RESPONSIBILITY FOR ITS OR THEIR CONTENTS.
• Press the “ENTER” key to confirm that you have read and understood.
7. Press the “ENTER” key to acknowledge:
• YOU HAVE READ, UNDERSTOOD AND AGREED TO ALL TERMS OF THE APPLICATION
AND PROSPECTUS/DOCUMENT OR PROFILE STATEMENT, AND IF APPLICABLE, THE
REPLACEMENT OR SUPPLEMENTARY PROSPECTUS/DOCUMENT OR PROFILE
STATEMENT.
• YOU CONSENT TO DISCLOSE YOUR NAME, NRIC/PASSPORT NO., ADDRESS,
NATIONALITY, CDP SECURITIES A/C NO., CPF INVESTMENT A/C NO. AND SECURITY
APPLN AMOUNT FROM YOUR BANK A/C(S) TO SHARE REGISTRARS, SGX, SCCS,
CDP, CPF AND THE ISSUER/VENDOR(S).
• FOR FIXED AND MAX PRICE SECURITY APPLICATION, THIS IS YOUR ONLY
APPLICATION AND IT IS MADE IN YOUR OWN NAME AND AT YOUR OWN RISK.
• THE MAXIMUM PRICE FOR EACH SHARE IS PAYABLE IN FULL ON APPLICATION AND
SUBJECT TO REFUND IF THE FINAL PRICE IS LOWER.
E-12

• FOR TENDER SECURITY APPLICATIONS, THIS IS YOUR ONLY APPLICATION AT THE
SELECTED TENDER PRICE AND IT IS MADE IN YOUR OWN NAME AND AT YOUR OWN
RISK.
• YOU ARE NOT A US PERSON AS REFERRED TO IN THE PROSPECTUS/DOCUMENT
OR PROFILE STATEMENT AND IF APPLICABLE, THE REPLACEMENT OR
SUPPLEMENTARY PROSPECTUS/DOCUMENT OR PROFILE STATEMENT.
8. Select your nationality.
9. Select the DBS Bank account (Autosave/Current/Savings/Savings Plus) or the POSB account
(current/savings) from which to debit your application moneys.
10. Enter the number of securities you wish to apply for using cash.
11. Enter your own 12-digit CDP Securities Account number. (Note: This step will be omitted
automatically if your CDP Securities Account Number has already been stored in DBS Bank’s
records).
12. Check the details of your securities application, your NRIC or passport number and CDP
Securities Account number and number of securities on the screen and press the “ENTER” key
to confirm your application.
13. Remove the Transaction Record for your reference and retention only.
E-13

Steps for Internet Electronic Applications through Internet Banking Websites
For illustrative purposes, the steps for making an Internet Electronic Application through the DBS Bank
IB website is shown below. Certain words appearing on the screen are in abbreviated form (“A/c”, “amt”,
“&”, “I/C”, “SGX” and “No.” refer to “Account”, “amount”, “and”, “NRIC”, “SGX-ST” and “Number”
respectively).
Step
1. Click on to DBS Bank website (www.dbs.com).
2. Login to Internet Banking.
3. Enter your User ID and PIN.
4. Select “Electronic Security Application (ESA)”.
5. Click “Yes” to proceed and to warrant that you have observed and complied with all applicable
laws and regulations.
6. Select your country of residence.
7. Click on “Swissco” and click the “Submit” button.
8. Click “Confirm” to confirm:
(a) You have read, understood and agreed to all terms of this application and the Prospectus/
Document or Profile Statement and if applicable, the Supplementary or Replacement
Prospectus/Document or Profile Statement.
(b) You consent to disclose your name, I/C or Passport number, address, nationality, CDP
Securities Account number, CPF Investment account number (if applicable) and securities
application amount from your DBS Bank/POSB Account(s) to registrars of securities, SGX,
SCCS, CDP, CPF Board and issuer/vendor(s).
(c) You are not a US Person (as such term is defined in Regulation S under the United States
Securities Act of 1933, as amended).
(d) This application is made in your own name and at your own risk.
(e) For FIXED/MAX price securities application, this is your only application. For TENDER price
securities application, this is your only application at the selected tender price.
9. Fill in details for share application and click “Submit”.
10. Check details of your securities application, your NRIC or passport number and click “OK” to
confirm your application.
11. Print Confirmation Screen (optional) for your reference & retention only.
E-14

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APPENDIX F

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APPENDIX G

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APPENDIX H

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