TenaciTy againsT adversiTy - Swissco Holdings Limited

SWISSCOH O L D I N G S L I M I T E DProviding comprehensive marine service solutions promptly, reliably and efficientlyAnnual Report 2011Tenacityagainstadversity04SwisscoAt a GlanceHow weGot HereLeadingthe Way01 12 20“This report has been prepared by the Company and its contents have been reviewed by the Company’s Sponsor,Canaccord Genuity Singapore Pte. Ltd. (formerly known as Collins Stewart Pte. Limited) for compliance with the relevantrules of the Singapore Exchange Securities Trading Limited (“SGX-ST”). Canaccord Genuity Singapore Pte. Ltd. has notindependently verified the contents of this report.This report has not been examined or approved by the SGX-ST and the SGX-ST assumes no responsibility for the contentsof this report, including the correctness of any of the statements or opinions made, or reports contained in this report.The contact person for the Sponsor is Mr. Chia Beng Kwan, Director, Canaccord Genuity Singapore Pte. Ltd. at 77Robinson Road #21-02 Singapore 068896, telephone (65) 6854-6160.”annual report2011

Contents01 Swissco at a GlanceCorporate Profile04 Tenacity Against AdversityChairman’s Statement06 Financial Highlights07 Financial Summary08 Key Milestones12 How We Got HereOperations Review20 Leading the WayBoard of Directors22 Key Management23 Corporate Information24 Financial ContentsCorporate PhilosophyTo provide clients with the most comprehensive service to meet all their marine support and logistics needs underthe most equitable terms and guarantee them prompt, reliable and efficient service at all times.

Swissco at a Glance Corporate Profile 01Swissco Holdings Limited (“SWISSCO”) is one of the leadingmarine service providers for the shipping and offshore Oil andGas industries.Listed on the Catalist, SWISSCO owns and operates a young fleetof offshore support vessels (“OSV”), tugs, barges and OPL (“Out-Port-Limit”) boats. With vessels deployment from Indonesia,Malaysia, Vietnam and the Middle East, the Group has earned areputation for providing one of the most comprehensive marineand shipping solutions in a prompt, reliable and efficient manner.The Group enjoys the patronage of a large customer base across awide spectrum of industries – from the shipping to the oil and gasindustry and other marine infrastructure industries.SWISSCO is strategically poised to take advantage of growthopportunities through its plans to expand and upgrade its fleet,penetrate new markets, and form strategic alliances with businesspartners globally.Offshore Support Vessels: SWISSCO operates a young andmodern fleet of OSVs, periodically renewing its vessels to ensurecustomers enjoy newer and a wider range of vessels to keeppace with its customers’ changing operational environment. Asa result, the Group has risen to the higher value-added sectorof the business. Companies in the fast-diversifying oil and gasindustry utilise OSVs for seismic work, exploration, productionand maintenance operations. SWISSCO offers OSVs for charterto carry out towages, transport personnel, cargo and supplies; italso carries out standby duties and anchor handling.Ship-Repair and Maintenance: Small to mid-sized marinevessels which pass through Singapore ports require regularrepair and maintenance to ensure seaworthiness and meetcertification requirements. With its own waterfront yard andship repair facilities, SWISSCO caters to this need. SingaporeMarine Logistics Pte Ltd (“SMLog”), a subsidiary of SWISSCO,manages the Group’s ship repair and maintenance business.OPL & Shipping Services: Ships calling at the Singapore Portconstantly require support services such as heavy lift operations,afloat repairs, warehousing, forklifts, cranes, land transportvehicles, ship’s supplies and barge services. SWISSCO providesthese comprehensively while operating a wide variety of OPLboats for ships which stop to replenish fuel and water and makecrew changes. The company also assists ship owners and agentswith their ships passes at OPL.Maritime Services: SWISSCO assists its customers to sourcefor marine and offshore equipment as well as supplies andconsumables for their offshore projects. It also sources for vesselsfor sale to its customers. Swissco Energy Services Pte Ltd, asubsidiary of SWISSCO manages the maritime services business.SWISSCO HOLDINGS LIMITED • ANNUAL REPORT 2011

02How do we achieveSUSTAINABLEGROWTH?

Stand: 26.07.2010CE-Kennzeichnung von Maschinen Anforderungen und Umsetzung5. Setzen Sie die festgelegten Maßnahmen bei der Konstruktion um,überprüfen und protokollieren Sie diese.6. Erstellen Sie eine technische Dokumentation. Diese enthält dieGefährdungsanalyse, den Gesamtplan der Maschine, Steuerkreispläne, dieBetriebsanleitung sowie weitere relevante Dokumente. Die technischeDokumentation muss in einer der Amtssprachen der EU abgefasst, denzuständigen Behörden auf Anforderung zur Verfügung gestellt und 10 Jahrenach Herstellung der letzten Maschine aufbewahrt werden. Angaben zurErstellung einer technischen Dokumentation finden Sie in Anhang V derMaschinenrichtlinie, in der DIN EN 12100-1, DIN EN 12100-2 und der DINEN 1050.7. Prüfen Sie die Konformität der Maschine mit den relevanten EU-Richtlinien und erstellen Sie eine EG-Konformitätserklärung. Diese beruhtauf der technischen Dokumentation. In vielen Fällen wird dieKonformitätserklärung allein durch den Hersteller ausgestellt. BeiMaschinen mit einer besonderen Gefährdung und bei bestimmtenSicherheitsbauteilen (siehe Anhang IV der Maschinenrichtlinie), muss einebenannte Stelle eine Baumusterprüfung durchführen. Eine EU-weite Listeder benannten Stellen für die Maschinenrichtlinie finden Sie unterhttp://europa.eu.int/comm/enterprise/newapproach/legislation/nb/en98-37-ec.pdf.Die Konformitätserklärung muss in einer der Amtssprachen der EU sowie inder Sprache des Verwendungslandes jeder Maschine beigefügt sein. InAnhang II der Maschinenrichtlinie sind die notwendigen Inhalte derKonformitätserklärung aufgelistet. Ein Muster für eineKonformitätserklärung finden Sie im Anhang 1.Anstelle der Konformitätserklärung müssen Sie eine Herstellererklärungerstellen, wenn eine Maschine in eine andere eingebaut oder wennMaschinen zu „verketteten Anlagen“ zusammengefügt werden, es sei denn,dass sie unabhängig voneinander funktionieren. Bitte beachten Sie: Aucheine Verkettung durch mechanische Formschlüsse stellt eine Verkettung imSinne der Maschinenrichtlinie dar. Ein Muster für eine Herstellererklärung,die in Zukunft Einbauerklärung heißen sollen, finden Sie im Anhang 2.Seite 5 von 10Industrie- und Handelskammer | Mittlerer NiederrheinKrefeld | Nordwall 39, 47798 Krefeld | Telefon 02151 635- 0, Telefax 02151 635-338 | ihk@krefeld.ihk.deMönchengladbach | Bismarckstraße 109, 41061 Mönchengladbach | Telefon 02161 241-0, Telefax 02161 241-105 |ihk@moenchengladbach.ihk.deNeuss | Friedrichstraße 40, 41460 Neuss | Telefon 02131 92 68- 0, Telefax 02131 92 68-529 | ihk@neuss.ihk.dewww.mittlerer-niederrhein.ihk.de

04 Tenacity against Adversity Chairman’s StatementDear Valued Shareholders,On behalf of the Board and Management, I am pleasedto present the Group’s first full-year results followingthe merger with Swissco International Limited on 23September 2010.The Group has grown significantly since it divested itsinfo-communication distribution business in 2009 andfocused on developing its offshore marine logistics andsupport business. The completion of the merger withSwissco International Limited firmly positioned theGroup as a premier integrated offshore support solutionsprovider. The Group now owns and manages 31 offshoresupport vessels and I am confident that we can grow theGroup given the long-term fundamentals of the oil andgas industry.Financial performanceWhile the FY2010’s financial performance included only3 month’s contributions from the acquired subsidiaries,the financial results ended 31 December 2011 reflectedthe full 12-month contributions of the Group’s threebusiness segments, namely, vessel chartering, ship repairand maintenance, and maritime services segments.The full 12-month contributions of the acquiredsubsidiaries resulted in significant improvement in ouroperating results compared to the last financial year.Group revenue increased from $12.0 million in FY2010to $64.9 million in FY2011. Revenue for FY2011comprised vessel chartering revenue of $37.3 million,ship repair and maintenance revenue of $3.2 million andrevenue from the maritime services segment of $24.4million.Gross profit and gross profit margin for the Groupin FY2011 amounted to $15.2 million and 23.4%respectively, compared to $3.0 million and 25.0% inFY2010.The Group continues its focus to renew and maintain ayoung and modern fleet. In line with its renewal program,the Group disposed of 9 vessels during the year whichresulted in a one-off gain of $4.9 million.The resultant net profit before income tax of $10.8 millionfor FY2011 was an improvement over FY2010’s profitbefore income tax of $15.1 million which included a oneoffnegative goodwill of $20.4 million arising from theCompany’s merger with Swissco International Limited.Robert Chua Swee ChongExecutive Director and Executive ChairmanAssociated company and joint ventures - The Group’s 50%owned joint venture Hadi International Marine ServicesPte Ltd generated a net profit of $0.2 million in FY2011compared to a $0.5 million loss in FY2010 due mainly togain on disposal of a vessel.Financial positionProceeds from the disposal of vessels from the Group fleetwere used to repay bank loans as well as fund new vesselbuildings. These resulted in lower total assets and totalliabilities as at 31 December 2011.

05The Group has significant vessel building commitmentscatered for fleet expansion and trading purposes. Themanagement believes that the Company has adequateresources to meet its financial obligations and as theCompany delivers vessels committed for sale, the Group’sfinancial position will be further strengthened.DividendGiven the positive performance this year, the Directorshave recommended a first and final dividend of 0.3 centsper share to be approved at the forthcoming AnnualGeneral Meeting on 30 April 2012.“The Group continues to forge ahead in charting newavenues of growth on the back of its enlarged fleet. Weare well-positioned to capitalise any opportunities in theyears ahead.”Outlook and ProspectsUncertainty in the global economy remains and althoughthe Group experienced an increase in demand for vessels inFY2011, management expects charter rates to stay subdueduntil the industry reaches its long-awaited equilibrium indemand and supply. Recent market reports reinforce thisexpectation of continued improvement in activities in theoil and gas sectors and lower growth in global fleet. Themedium- to long term fundamentals of the offshore marketoutlook in Asia remain intact, supported by explorationand production spending and a resilient oil price.The Group took advantage of the prevailing marketconditions and positioned itself for demand in FY2013and beyond. By periodically reviewing fleet size andcomposition and as part of the Group’s renewal program,the Group disposed of 9 vessels during 2011 to part fundbuildings of vessels with better specifications. However,in so doing, the Group’s fleet has been reduced in FY2012and this is expected to have an impact on FY2012’s charterincome subject to market forces on charter rate.The Group’s maritime services division is expected tocontribute significantly to its earnings in FY2012. TheGroup has delivered 3 vessels during the last quarter of2011 and demand for vessels is expected to continue into2012.As at 31 December 2011, the Group owns 27 millionshares, representing 5.33%, in Swiber Holdings Limited.In February 2012, the Group divested of 2 million Swibershares, reducing its shareholding interest to 4.94%. Theproceeds from the divestment amounting to approximately$1.43 million were used to fund the fleet renewal andexpansion program of its core business. The Group mayfurther divest this investment to provide cash for thebuilding of new vessels when such need and opportunityarises.Acknowledgement and AppreciationIn conclusion, I would like to thank all our customers,business associates, suppliers and shareholders for theirunwavering support and confidence in the Group.The Group’s ship repair and maintenance divisioncontinues to provide repair and maintenance services atthe Group’s present yard facilities. Although activities arelimited by the present facilities, the yard will continue tofocus on higher value-add work and improve productivityto maximise earnings.SWISSCO HOLDINGS LIMITED • ANNUAL REPORT 2011

06 Financial HighlightsRevenue ($’million)Total Profit ($’million)15.564.98.215.012.02.6FY2010(1 Mar 09to28 Feb 10)FY2010(1 Mar 10to31 Dec 10)FY2011(1 Jan 11to31 Dec 11)FY2010(1 Mar 09to28 Feb 10)FY2010(1 Mar 10to31 Dec 10)FY2011(1 Jan 11to31 Dec 11)Revenue By Business Segment ($’million)Ship-Repair andMaintenance Services$0.8millionMaritime Services$0.9millionShip-Repair andMaintenance Services$3.2millionMaritime Services$24.4millionFY2010(1 March 2010 to31 December 2010 )FY2011(1 January 2011 to31 December 2011)Vessel Chartering$10.3millionVessel Chartering$37.3million

Financial Summary07Financial Performance ($’000)FY2010(1 Mar 09 to 28 Feb 10)FY2010(1 Mar 10 to 31 Dec 10)FY2011(1 Jan 11 to 31 Dec 11)Sales14,99512,02364,925Gross Profit Margin13.9%25.0%23.4%Earnings Before Interest, Tax,Depreciation & Amortisation (EBITDA)2,83718,93323,266Net Profit Before Taxation2,77415,11410,823Total Profit2,62515,4898,181Financial Position ($’000)Number of shares in issue (‘000)403,891431,823431,823Total Equity76,967103,23299,094Total Liabilities(2,068)(142,269)(125,234)Total Assets79,035245,501224,328Property, Plant and Equipment13173,074132,431Net Current Assets / (Liabilities)63,437(54,285)(7,168)Cash & Cash Equivalents62,92017,80227,864Debt to Equity Ratio - Gearing (Times)N.A.1.080.68Financial IndicatorsReturn on Shareholders Equity3.4%15.0%8.3%Return on Total Assets3.3%6.3%3.6%Net Asset Value per Share (in Cents)19.0623.9122.95Basic Earnings per Share (in Cents)0.763.761.89Diluted Earnings per Share (in Cents)0.763.761.89SWISSCO HOLDINGS LIMITED • ANNUAL REPORT 2011

08 Key Milestones2004C2O Holdings Limited was incorporated and waslisted on SGX-Sesdaq.2008Venture into offshore vessel chartering andmarine logistics and support services.Joint Venture with Hadi H. Al Hammam and TKRajgopal. Set up joint venture company, HadiInternational Marine Services Pte Ltd (“HIMS”).Set up Valueright International Limited, a BVIcompany 100% owned by HIMS.Valueright International Limited acquired 3offshore support vessels.Set up a new subsidiary, C2O Marine Pte Ltd,now known as Swissco Energy Services Pte Ltd,to provide maritime consultancy and supportservices.2010Expand fleets with USD13 million order for 2new vessels.Completion of acquisition of Swissco InternationalLimited.Change name to Swissco Holdings Limited.Moved to 60 Penjuru Lane.2009Valueright International Limited acquired twoutility cum crew boats.Completion of disposal of distribution business.2011Upgrading fleet composition with new buildingprogram which included AHTS above 5000BHP.Strengthened team for maritime services as wellas ship-repair segments.

09SWISSCO HOLDINGS LIMITED • ANNUAL REPORT 2011

10How do we ACHIEVEHIGHER?

11byTAPPING on ourSTRENGTHSThe Group’s maritime services segment made significant progress,inking deals to sell 6 vessels within the next 12 months. Our focuson vessel trading activity ensures the Group remains robust toexternal challenges such as softening charter rates.

12 How We Got Here Operations Review“Utilisation for the Group’s vessels improved in FY2011and there are encouraging signs of continued improvementin the oil and gas sector in the near term.”IntroductionThe Company was incorporated in Singapore on 20 April2004 and was listed on SGX-Sesdaq (now known as SGX-Catalist) on 1 November 2004. The Group started as adistributor of info-communications products.In 2008, the Group disposed of its distribution businessand focus on offshore vessel chartering and the associatedoffshore marine logistics and support services. The oil andgas and petrochemical industries offered good prospectdue to an increase in oil and gas exploration, drilling,development and production activities globally.The Company entered into a joint venture agreement inApril 2008 with Hadi Hamad Al Hammam Establishment(Hadi), a group based in Saudi Arabia which supports thedrilling operations of Saudi Aramco, one of the world’slargest producers of oil. The joint venture owns andoperates offshore support vessels (“OSVs”) chartered toHadi and are being operated in Saudi Arabian waters.The Company successfully completed its merger withSwissco International Limited on 23 September 2010and firmly positioned the Group as a premier integratedoffshore support solutions provider. The Group now hasthree business segments namely:• Vessel chartering• Ship repair and maintenance• Maritime services

13The organisation of the enlarged group is as follows:Organisation Chart –Swissco Holdings LimitedSWISSCO HOLDINGS LIMITEDSWISSCOINTERNATIONAL PTELTD (100%) (SIPL)SWISSCO ENERGYSERVICES PTE LTD(100%) (SES)HADI INTERNATIONALMARINE SERVICESPTE LTD (50%) (HIMS)SWISSCO OFFSHOREPTE LTD (100%) (SOPL)PT SWISSCOINDONESIA (PTSI)(49%)VALUERIGHTINTERNATIONAL LTD(100%) (BVI)SWISSCO ASIA PTELTD (100%) (SAPL)SW MARINE (M)SDN BHD (49%)SWISSCO MARITIMEPTE LTD (100%) (SMPL)SWISSCOOFFSHORE Limited,SYECHELLES (100%)(Owns 2 OPL vessels)SWISSCO SHIPSERVICES PTE LTD(100%) (SSSPL)SW MARITIME PTE LTD(100%) (SWMPL)SINGAPORE MARINELOGISTICS PTE LTD(100%) (SMLog)SWISSCO HOLDINGS LIMITED • ANNUAL REPORT 2011

14 How We Got Here Operations ReviewBusiness segments• Vessel chartering – SOPL, ship owners and operator, is the main operating company that charters group’s vessels tooutside parties. SAPL, SMPL, SSSPL and SWMPL are ship owners who bareboat charter to SOPL for onward charterto outside parties.• Ship repair and maintenance – SMLog provides ship repair and maintenance services at the Group’s repair yard witha 3,000 dead weight tonnage dry dock and two slipways.• Maritime services – SES provides maritime support services including trading of vessels.Joint ventures• Joint ventures – Middle East – HIMS and Valueright. Valueright owns and operates 6 offshore support vessels oncharter to Hadi H. Al Hammam Est.• Joint ventures – Indonesia – PTSI is currently dormant.• Joint ventures – Malaysia – SW Marine Sdn Bhd is an approved Petronas licensed contractor since October 2010 andis presently working with local partners to expand this operation.Change in financial reporting periodFollowing the merger with Swissco International Pte Ltd (previously known as Swissco International Limited (“SIPL”))on 23 September 2010, the Group aligned the financial reporting period of the Company with that of Swissco InternationalLimited and changed its financial year end from 28 February to 31 December. Due to this change, the comparativespresented for FY2010 covers the 10 months ended 31 December 2010 and included the financial performance of thenewly acquired subsidiaries from 24 September 2010 to 31 December 2010.FY2011 represents the Group’s first full-year of operation since the merger. The revenue and profit after tax of the threesegments are as follows:Revenue by segments($’million)Vessel charteringMaritime servicesShip repairTotal revenueProfit after Tax($’million)Vessel charteringMaritime servicesShip repairOthersTotal profitFY2011(12 months ended 31Dec 2011)$37.3$24.4$3.2$64.9FY2011(12 months ended 31Dec 2011)$13.4$2.8$0.8($8.8)$8.2FY2010(10 months ended 31Dec 2010)$10.3$0.9$0.8$12.0FY2010(10 months ended 31Dec 2010)$21.5 (1)($0.2)$0.4($6.2)$15.5Note:(1) Included in vessel chartering profit was a one-off negative goodwill arising from the merger with SIPL of $20.4 million.

15Vessel charteringThe Group owns and manages 31 offshore support vessels as at 31 December 2011 and its composition is as follows:AnchorHandling TugBargeAccommodationvesselUtility TugsCrewboatsTotalNumber87210431Composition (%)26%23%6%32%13%100%The vessel chartering segment will continue to focus on maintaining a young and modern fleet and will continuouslyrenew its fleet to extend fleet capability to support a wider range of services required by the offshore oil and gas industry.We periodically review our fleet mix relative to market competition and through a process of adding new vessels that aremore sophisticated and extended capabilities and concurrently selling off older vessels and those that are not able to keepup with customers’ demand and requirement.Revenue and profits from the vessel chartering segment which was acquired on 23 September 2010 for FY2011 andFY2010 are as follows:($’million)RevenueNet profitFY2011(12 months ended31 Dec 2011)$37.3$13.0 (1)FY2010(3 months from 24 Sep 2010to 31 Dec 2010)$10.3$1.6 (2)Notes:(1) Includes $4.9 million gain on disposal of property, plant and equipment(2) Excludes share of loss of joint venture amounting to $0.45 millionThe offshore supply vessel market has been affected by the continued supply of vessels that were built in anticipationof increased demand prior to the 2008 financial crisis and coupled with continued weak demand for vessel charter ledto subdued charter rates and utilisation in 2010. Utilisation for the Group’s vessels improved in FY2011 and there areencouraging signs of continued improvement in the oil and gas sector in the near term. As part of the Group’s renewalprogram, 9 vessels were disposed during 2011 to part fund buildings of vessels with better specifications. The disposalreduced our operating fleet from 37 (as at 31 Dec 2010) to 31 (as at 31 Dec 2011) and this is expected to have an impacton FY2012’s charter income subject to market forces on charter rate.The fundamentals of the offshore support vessel market outlook remain intact and the Group will remain fully committedto expansion both in strategic geographic markets and fleet capabilities and size. We will continue to focus on improvingefficiencies and seek strategic alliances to improve vessel utilisation.SWISSCO HOLDINGS LIMITED • ANNUAL REPORT 2011

16 How We Got Here Operations ReviewShip repair and maintenanceOur subsidiary, Singapore Marine Logistics Pte Ltd (SMLog) operates our ship repair and maintenance yards at 58 and60 Penjuru Lane, Singapore and has the capability to carry out both dry docking and afloat repair. With 2 slipways and a3,000 DWT docking yard, the facilities cater to our fleet as well as third party vessels plying this region. The repair worksthat we mainly undertake include retrofitting, renewal works, blasting and painting, electrical and electronic works, andmechanical works.Revenue and profits from the ship repair and maintenance segment, which was acquired on 23 September 2010, forFY2011 and FY2010 are as follows:($’million)RevenueNet profitFY2011(12 months ended 31Dec 2011)$3.2$0.8FY2010(3 months from 24 Sep 2010to 31 Dec 2010)$0.8$0.4The value of average monthly repair jobs remains comparable to last year. Repair works completed by the yard in FY2011remains low during 2011 as vessel owners continues to maintain a low budget for repair and maintenance frequency.Higher operating costs especially in areas of compliance of more stringent safety requirements affected project margins.The Group will continue to train and develop staff to reduce dependency on third party contractors so as to increase valueaddand improve operational efficiency.Maritime servicesThis segment’s services include:• Rendering of services, where we earn agent fees from sourcing for marine and offshore equipment for various offshoreprojects and from the provision of supplies and consumables; and• Sale of vessels business, where it sources for vessels for sale to our customers.Revenue and profits from the maritime services segment for FY2011 and FY2010 are as follows:($’million)RevenueNet profitFY2011(12 months ended 31Dec 2011)$24.4$2.8FY2010(10 months ended31 Dec 2010)$0.9$(0.2)Maritime service segment delivered three vessels during the last quarter of 2011 and demand for vessels is expected tocontinue into 2012.This segment complements the chartering and repair segments as customers are offered vessels for charter and repairsolutions tailored to their needs in addition to just sourcing arrangement. The Group will focus on building this segmentand grow this into a sustainable business.

17Financial positionThe Company drew down a bridging loan of $105 million to fund the acquisition of Swissco International Limited inSeptember 2010. This loan increased the Group’s borrowing to $129 million as at 31 December 2010.The Group has disposed of nine vessels in FY2011 as of its fleet renewal program and a portion of the proceeds from thesedisposals were used to repay the respective secured bank loans and to fund progress payments of new vessel buildings.These repayments and monthly servicing of term loans with cash generated from operations reduced the Group’s bankborrowings and as at 31 December 2011 the total Group borrowings decreased to $95.5 million.Coupled with lower market price of the financial assets available for sale, the disposals resulted in decreased of theGroup’s total assets to $224.3 million.In February 2012, the Group divested 2 million shares in Swiber Holdings Limited shares and presently holds 25 millionSwiber shares. The proceeds from the divestment amounting to approximately $1.43 million were used to fund the fleetrenewal and expansion program of its core business. The Group may further divest this investment when the need andopportunity arises, and together with cash generated from operations and proceeds from disposal of older vessels, toprovide cash for the Group’s renewal and expansion program.The Group is mindful of its financial obligations as well as its needs for fleet expansion. It is continuously seeking tobalance its long term and short term borrowings to strengthen its working capital position and through planned expansionand growth of its key segments, strengthen the Group’s financial position in the longer term.SWISSCO HOLDINGS LIMITED • ANNUAL REPORT 2011

18leadingtheway

19From Left to RightTan Fuh GihKang Hwee MengRobert Chua Swee ChongAlex Yeo Kian TeongOh Choon GanLim How Teck

20 Leading the Way Board of DirectorsRobert Chua Swee ChongExecutive Director and Executive ChairmanRobert Chua Swee Chong is our Executive Director andExecutive Chairman. He joined our group in April 2008. MrChua has extensive experience, over 30 years, in the salesand marketing of offshore support and vessels to the oil andgas and petrochemical industries. He was the marketingmanager of Far East Levingston Shipbuilding Ltd (nowknown as Keppel FELS Limited) from 1974 to 1978 wherehe was responsible for the sale and marketing of mobileoffshore drilling rigs and support vessels. He was also incharge of negotiating various shipbuilding contracts. In1978, Mr Chua founded International Maritime IndustriesPte Ltd (now known as Dragon Supply Ships Pte Ltd(“DSS”)), a company which is engaged in the marine andoffshore industry. Mr Chua’s primary responsibilities inDSS included structuring relationships with ship owners,operators and builders and overseeing and managing DSS’business activities.Kang Hwee MengExecutive Director and Chief Executive OfficerKang Hwee Meng is our Executive Director and ChiefExecutive Officer. He was appointed to our Board on 16September 2009 and is responsible for overseeing theoverall management and daily operations of our group.From June 1995 to May 1998, Mr Kang served as theHead of Currency Options & Treasury Marketing of ABNAMRO Bank, Singapore. From June 1998 to November2001, he was appointed as the Senior Vice President ofSG Bank Tokyo & Singapore. From December 2001 toDecember 2002, he was the Head of Finance Market ofDEXIA Singapore. From January 2003 to August 2005, MrKang was appointed as the Managing Director of Xin MingHui F & B Limited, Shanghai. Mr Kang was appointed asthe Director of Investment, Private Wealth Management ofMerrill Lynch Singapore from October 2005 to December2008. In January 2009, he was appointed as the Senior VicePresident of EFG Bank Singapore where he served tillSeptember 2009. He holds a bachelor degree in businessadministration from National University of Singapore andmaster of arts in economics from University of Sheffield,England.Alex Yeo Kian TeongExecutive DirectorAlex Yeo was appointed as Executive Director on 15October 2010. He is responsible for the day to daymanagement of the Chartering and Ship Repair andMaintenance business. He assists the Executive Chairmanin developing business strategies of our Group, and leadsin the effective management of our Group’s regionaloperations and expansion. Mr Yeo began his career as anOperations Executive in Swissco Offshore in 1992. Hethen assumed the role of an Operations Manager two yearslater, and oversaw the business marketing for the Group.Mr Yeo was appointed Chief Executive Officer of SwisscoInternational Limited since November 2004. He graduatedfrom the University of San Francisco with a Bachelor ofScience in Business Administration.

21Tan Fuh GihNon-Executive DirectorTan Fuh Gih was appointed as non-executive director on5 May 2011. He is a member of Audit and RemunerationCommittee. From 1978 to April 2008, he was with KSEnergy Group and was instrumental in the Group’sexpansion into the oil & gas industry in the 1980s. He wasalso the founder of the Projects Division which handles allthe projects based procurement & supply to the oil & gasmajor players. Since June 2009, he acts as an advisor toSwissco Holdings Limited. Besides his business interests,Mr Tan is actively involved in grassroots organisationsand is currently the Chairman of Boon Lay Citizens’Consultative Committee. Mr Tan graduated with aBachelor of Commerce (Honours) degree from NanyangUniversity and he also holds a MBA from the NationalUniversity of Singapore.Lim How TeckIndependent Non-Executive DirectorLim How Teck is our Independent Non-ExecutiveDirector. Mr Lim is Chairman of the Audit Committee andmember of the Nominating Committee and RemunerationCommittee. He was appointed to our Board on 27 April2010. Prior to joining the Company, Mr Lim was withNeptune Orient Lines Ltd from 1979 to 2005 and itsgroup of companies in various capacities including groupdeputy chief executive officer, chief operating officer andchief financial officer. Mr Lim has extensive experienceand an in-depth knowledge of the shipping industry. MrLim holds a Bachelor of Accountancy Degree from theNational University of Singapore.Oh Choon GanIndependent Non-Executive DirectorOh Choon Gan is our Independent Non-Executive Director,Chairman of the Nominating and Remuneration Committeeand member of the Audit Committee. He was appointedto our Board on 1 September 2009. From January 1992to December 1997, Mr Oh has served in several positionsin the Haw Par Group such as the Financial Controller,Company Secretary and Acting General Manager ofthe said group. From February to August 1998, he wasappointed as the Vice General Manager of The SMI Group.Mr Oh was appointed the Group Financial Controller ofGoodrich group of companies from September 1998 toSeptember 2000, and the Group Finance Director andCompany Secretary of Goodrich group of companies fromSeptember 2000 to January 2002 respectively. He was theChief Financial Officer of Asia Environment Holdings Ltdfrom January 2002 to February 2005. In February 2005,Mr Oh was appointed as the Chief Executive Officer of EVCapital Pte Ltd. He is a fellow member of the CharteredAssociation of Certified Accountants and a non-practisingmember of the Institute of Certified Public Accountantsof Singapore. He also holds a diploma in business studiesfrom Ngee Ann Polytechnic majoring in accountancy.SWISSCO HOLDINGS LIMITED • ANNUAL REPORT 2011

22 Key ManagementSam Kwai HoongGroup Chief Financial OfficerHe is responsible for the financial matters of the Group. MrSam brings with him 18 years of experience in accountingand financial management. He started his career as anauditor in an international accounting firm, responsible foraudits of multi-nationals and local listed companies. Heleft to join a SESDAQ company in 1993 as Finance andAdministration Manager and was promoted to ExecutiveDirector in 2000, responsible for its financial as well asoperation matters. Mr Sam holds a degree in Bachelor ofAccountancy from the National University of Singaporeand is a Fellow Member of the Institute of Certified PublicAccountants of Singapore.Shadee ToongChief Financial OfficerShe was appointed as our Chief Financial Officer on 1 July2009 to oversee the accounting and finance matters of theCompany. Ms Toong has more than 10 years of accountingand finance experience and she has assumed similar andcomparable roles in the last 10 years of her career. Shewas the Group Finance Manager of KS Energy ServicesLimited from 1998 to 2004, the Financial Controller ofAqua-Terra Supply Co. Limited from 2004 to 2007 and theFinancial Controller of Marinehub Pte Ltd from 2007 to2008. From 2008 to 2009, Ms Toong served as the chieffinancial officer of Wecoy Holdings Pte Ltd. Ms Toonggraduated from the Curtin University of Technology,Western Australia and is a member of CPA Australia.Yeo Chong BoonGeneral Manager (Operations)He is in charge of coordinating the movements of vessels,updating of vessel documentation, and crew management.Mr Yeo joined Swissco Offshore as a Shipping Executivein 1975. His role then was to co-ordinate the ship supplies,logistics and freight forwarding. The company branchedout into supply vessels and OPL business in 1990, whenhe has since been in charge of this business area. Mr Yeo isthe uncle of Executive Director, Mr Alex Yeo Kian Teong.Derek Koh Bai YauGeneral Manager of SM LogHe oversees the repair operations in the shipyard. He hasmore than 18 years of experience in various industriesfrom logistics to ship repair and management of offshoresupport vessels. Prior to joining the Group, he wasGeneral Manager of Avance Tide Offshore Marine Pte LtdSingapore, responsible for the chartering operation. He wasalso Deputy General Manager of Newcruz Shipbuilding &Engineering Pte Ltd Singapore from 2007 to 2010 leadinga team of site superintendents and project managers tomanage ship building projects. He holds a degree inBachelor of Business Administration (Marketing) from theLa Trobe University Singapore / Melbourne as well as aDiploma in Shipbuilding and Offshore Engineering fromthe Ngee Ann Polytechnic, Singapore.

Corporate Information23Board of DirectorsMr Robert Chua Swee ChongExecutive ChairmanMr Kang Hwee MengChief Executive OfficerMr Alex Yeo Kian TeongExecutive DirectorMr Oh Choon GanIndependent DirectorMr Lim How TeckIndependent DirectorMr Tan Fuh GihNon-Executive DirectorCompany SecretariesTan Ching ChekAnna Teo Ah HiongRegistered Office60 Penjuru LaneSingapore 609214Principal Place of Business60 Penjuru Lane Singapore 609214Telephone: (65) 6265 2855Facsimile: (65) 6264 1661 / 6266 8948Email: swissco@singnet.com.sgWebsite: www.swissco.netShare Registrar and Share Transfer OfficeBoardroom Corporate & Advisory Services Pte Ltd50 Raffles Place, #32-01 Singapore Land TowerSingapore 048623AuditorsPricewaterhouseCoopers LLPCertified Public Accountants8 Cross Street#17-00 PWC BuildingSingapore 048424Partner-in-charge: Tan Bee Nah(effective from 1 March 2010)Principal BankersDBS Bank Limited6 Shenton WayDBS Building Tower OneSingapore 068809OCBC Bank63 Chulia StreetOCBC Centre EastSingapore 049514United Overseas Bank Limited80 Raffles PlaceUOB Plaza 1Singapore 048624SponsorCanaccord Genuity Singapore Pte. Ltd.(formerly known as Collins Stewart Pte. Limited)77 Robinson Road#21-02Singapore 068896SWISSCO HOLDINGS LIMITED • ANNUAL REPORT 2011

24Financial Contents:25 Corporate Governance Report36 Directors’ Report40 Statement by Directors41 Independent Auditor’s Report42 Consolidated Statement of Comprehensive Income43 Balance Sheets44 Consolidated Statement of Changes in Equity45 Consolidated Statement of Cash Flows46 Notes to the Financial Statements93 Statistics of Shareholdings95 Notice of Annual General Meeting

CorporateGovernance Report25Swissco Holdings Limited (the “Company”, and together with its subsidiaries, the “Group”) is committed to setting inplace corporate governance practices which are in line with the recommendations of the Singapore Code of CorporateGovernance 2005 (the “Code”) to provide the structure through which protection of the interests of its shareholders,stakeholders and investing public is met. This report sets out the corporate governance practices of the Companyduring the financial year ended 31 December 2011 with specific reference to the principles of the Code.1. THE BOARD’S CONDUCT OF ITS AFFAIRSPrinciple 1:Every company should be headed by an effective Board to lead and control the company. TheBoard is collectively responsible for the success of the company. The Board works with theManagement to achieve this and the Management remains accountable to the Board.Our board of directors (the “Board”) comprises the following members, all having the right core competencies anddiversity of experience, which enable them to effectively contribute to the Group.Robert Chua Swee ChongKang Hwee MengAlex Yeo Kian TeongOh Choon GanLim How TeckTan Fuh GihExecutive Director and Executive ChairmanExecutive Director and Chief Executive OfficerExecutive DirectorIndependent DirectorIndependent DirectorNon-Executive DirectorBesides carrying out its statutory responsibilities, the principal functions of the Board are, as follows:• overseeing and approving the formulation of the Group’s overall long-term strategic objectives and directions;and• overseeing and reviewing the management of the Group’s business affairs and financial controls, performanceand resource allocation.The approval of the Board is required for matters such as corporate restructuring, mergers and acquisitions, majorinvestments and divestments, material acquisitions and disposals of assets, major corporate policies on key areas ofoperations, the release of the Group’s quarterly, half-year and full year results and interested person transactions of amaterial nature.Prior to their respective appointments to the Board, all directors were given an orientation on the Group’s businessstrategies and operations. Directors also have the opportunity to visit the Group’s operational facilities and meet withManagement to gain a better understanding of the Group’s business operations. The Board as a whole is updatedon changing commercial risks and key changes in the relevant legal and regulatory requirements, and accountingstandards.For new appointments to the Board, the Company provides a formal letter to such new director, setting out thedirector’s duties and obligations.To assist in the execution of its responsibilities, our Board has established four Board Committees comprising anAudit Committee (the “AC”), a Nominating Committee (the “NC”), a Remuneration Committee (the “RC”) and a RiskManagement Committee (the “RMC”). These committees function within clearly defined written terms of reference andoperating procedures, which are reviewed on a regular basis. The effectiveness of each committee is also constantlymonitored.SWISSCO HOLDINGS LIMITED • ANNUAL REPORT 2011

26CorporateGovernance ReportThe Board meets regularly on a quarterly basis and ad-hoc Board meetings are convened when they are deemednecessary. The number of Board and Board committee meetings held and attended by each of the directors in thefinancial year ended 31 December 2011 (“FY2011”) were, as follows:Board CommitteesBoardAudit Nominating RemunerationNumber of meetings held 4 4 1 1Number of meetings attendedRobert Chua Swee Chong 4 4* 1 1*Tan Chong Huat (Note 1) – 1 – 1Kang Hwee Meng 4 4* 1* 1*Alex Yeo Kian Teong 4 4* 1* 1*Oh Choon Gan 3 4 1 1Lim How Teck 4 4 1 1Tan Fuh Gih (Note 2) 2 2 – –*Attended the meetings as inviteesNotes:(1) Mr Tan Chong Huat did not seek for re-election at the last AGM on 29 April 2011.(2) Mr Tan Fuh Gih has been appointed as Non-Executive Director and Member of the AC and RC on 5 May 2011.The Articles of Association of the Company provide for meetings of the Board to be held by way of telephonicconference.Subsequent to FY2011, the Board Meeting, AC Meeting, the NC Meeting and the RC Meeting were held on 23February 2012 to, among others, review the External Audit Report for FY2011, evaluate and assess the performance ofthe Board and the proposed directors’ fees for FY2012.2. BOARD COMPOSITION AND GUIDANCEPrinciple 2:There should be a strong and independent element on the Board, which is able to exerciseobjective judgment on corporate affairs independently, in particular, from Management. Noindividual or small group of individuals should be allowed to dominate the Board’s decisionmaking.The Board comprises six directors of whom two are independent, namely, Messrs Oh Choon Gan and Lim How Teck.The criterion of independence is based on the definition set out in the Code. The Board considers an “independent”director as one who has no relationship with the Company, its related companies or its officers who could interfere,or be reasonably perceived to interfere, with the exercise of the director’s independent judgment in the conduct ofthe Group’s affairs. With two independent directors, the Board is able to exercise independent judgment on corporateaffairs and provide Management with a diverse and objective perspective on issues. There is therefore no individual orsmall group of individuals, who/which dominates the Board’s decision making.The independence of each director is reviewed annually by the NC in accordance with the Code’s defi nitionof independence. Each director is required to complete a ‘Conformation of Independence’ form to confi rm hisindependence. The said form, which was drawn up based on the definitions and guidelines set forth in Guideline 2.1in the Code and the Guidebook for Audit Committees in Singapore issued by Audit Committee Guidance Committee(“Guidebook”), requires each Director to assess whether he considers himself independent despite not having anyof the relationships identified in the Code. The Nominating Committee has reviewed the forms completed by eachDirector and is satisfied that at least one-third of the Board comprises Independent Directors.

CorporateGovernance Report27The composition of the Board is reviewed on an annual basis by the NC to ensure that the Board has the appropriatemix of expertise and experience, and collectively possesses the necessary core competencies for effective functioningand informed decision-making. The Board as a group comprises members with core competencies in accountingand fi nance, business and management experience, industry knowledge, strategic planning and customer basedexperience and knowledge and law.The Board has no dissenting view on the Chairman’s statement for the period in review.The profiles of our directors are set out on pages 20 and 21 of this Annual Report.3. CHAIRMAN AND CHIEF EXECUTIVE OFFICER (“CEO”)The Executive Chairman and CEO of the Group are two separate individuals who are not related to each other.The Group’s Executive Chairman is Mr Robert Chua Swee Chong. He plays an instrumental role in developing thebusiness of the Group. The Group’s Executive Chairman also has the responsibilities of setting the meeting agendaof the board meetings, leading the other Board members, promoting high standards of corporate governance andmaintaining effective communication with shareholders of the Company.The Group’s CEO is Mr Kang Hwee Meng. He is responsible for operational and strategic policies of the Group.The Board collectively ensures the following:• in consultation with Management, the scheduling of meetings to enable the Board to perform its dutiesresponsibly, while not interfering with the flow of the Company’s operations;• in consultation with Management, the preparation of the agenda for Board meetings;• in consultation with Management, the exercise of control over the quality, quantity and timeliness of informationbetween Management and the Board; and• in compliance with corporate governance best practices.4. BOARD MEMBERSHIPPrinciple 4:There should be a formal and transparent process for the appointment of new directors to theBoard.The NC comprises Mr Oh Choon Gan, as the Chairman, and Messrs Lim How Teck and Robert Chua Swee Chong, asthe Committee members.The NC is governed by its written terms of reference. In accordance with the definition in the Code, the Chairmanof the NC is not associated with any substantial shareholder of the Company. The NC is responsible for makingrecommendations on all board appointments and re-nominations having regard to the contribution and performance ofthe director seeking re-election including the followings:(1) To ensure that all directors submit themselves for re-nomination and re-election at regular intervals and at leastonce every three years.(2) To determine the independence of each director in accordance with the paragraph 2.1 of the Code on anannual basis.(3) To evaluate whether a director is able to and has adequately carried out his duties as a director of theCompany, in particular, where the director concerned has multiple board representations.(4) To access the effectiveness of the Board as a whole and the contribution by each director to the effectivenessof the Board.SWISSCO HOLDINGS LIMITED • ANNUAL REPORT 2011

28CorporateGovernance ReportFollowing its annual review, the NC has affirmed the independence of the Messrs. Oh Choon Gan and Lim How Teck.The NC is satisfi ed that suffi cient time and attention are being given by the Directors to the affairs of the Group,notwithstanding that some of the Directors have multiple board representations, and there is presently no need toimplement internal guidelines to address the competing time commitments.The Company does not have a formal process for the selection and appointment of new directors to the Board.However, if required, the Company has or is able to procure search services, contacts and recommendation for thepurposes of identifying suitably qualified and experienced persons for appointment to the Board.Board appointments are made by way of a board resolution after the NC has, upon reviewing the resume of theproposed director and conducting appropriate interviews, recommended such appointment to the Board. Pursuantto the Articles of Association of the Company, each director is required to retire at least once every three years byrotation and all newly appointed directors who are appointed by the Board are required to retire at the next annualgeneral meeting following their appointment. The retiring directors are eligible to offer themselves for re-election.Each member of NC shall abstain from voting on any resolutions in respect of the assessment of his performance,independence or re-nomination as a Director.The dates of initial appointment and re-election of the directors are set out below:Date of InitialAppointmentDate of LastRe-electionDirectorPositionExecutive Director and ExecutiveRobert Chua Swee Chong Chairman 1 April 2008 24 June 2010Kang Hwee Meng Executive Director and CEO 16 September 2009 24 June 2010Alex Yeo Kian Teong Executive Director 15 October 2010 29 April 2011Oh Choon Gan Independent Director 1 September 2009 29 April 2011Lim How Teck Independent Director 27 April 2010 24 June 2010Tan Fuh Gih Non-Executive Director 5 May 2011 NilThe key information regarding directors is set out in page 20 and 21 of the Annual ReportThe NC in determining whether to recommend a director for re-appointment will have regard to such director’sperformance and contribution to the Group and whether such director has adequately carried out his or her duties as adirector.The NC has reviewed and recommended the re-election of Messes Robert Chua Swee Chong, Kang Hwee Meng andTan Fuh Gih who will be retiring as directors at the forthcoming annual general meeting. The Board has accepted therecommendations and the retiring directors will be offering themselves for re-election.5. BOARD PERFORMANCEPrinciple 5:There should be a formal assessment of the effectiveness of the Board as a whole and thecontribution by each director to the effectiveness of the Board.Board performance is linked to the overall performance of the Group. The Board complies with the applicable lawsand members of our Board are required to act in good faith, with due diligence and care in the best interests of theCompany and its shareholders.The NC has adopted processes for the evaluation of the Board’s performance and effectiveness as a whole. EachDirector was requested to complete evaluation forms to assess the overall effectiveness of the Board as a whole. Theappraisal process focused on the evaluation of factors such as the size and composition of the Board, the Board’saccess to information, Board processes and accountability, communication with Senior Management and Directors’standard of conduct. The NC discussed the results of the Board performance evaluation to identify areas whereimprovements were necessary and made recommendations to the Board for action to be taken.

CorporateGovernance Report29The NC in considering the re-appointment of any Director, had considered the performance of individual directorswhich includes qualitative and quantitative factors such as performance of principal functions and fiduciary duties,level of participation at meetings, guidance provided to Management and attendance record.The Board and the NC have endeavoured to ensure that directors appointed to the Board possess the background,experience, business knowledge, fi nance and management skills critical to the Group’s business. They have alsoensured that each director, with his special contributions, brings to the Board an independent and objectiveperspective to enable balanced and well-considered decisions to be made.6. ACCESS TO INFORMATIONTo enable the Directors to fulfi ll their responsibilities, Directors are furnished with detailed information concerningthe Group from time to time to support their decision-making process. Management accounts of the Group’sperformance, position, and prospects are provided to Executive Directors on a monthly basis and to all members ofthe Board on a quarterly basis.Prior to each Board meeting, the members of the Board are each provided with the relevant documents andinformation necessary, including background and explanatory statements, fi nancial statements, budgets, forecastsand progress reports of the Group’s business operations for them to comprehensively understand the issues to bedeliberated upon and make informed decisions thereon.As a general rule, notices are sent to the directors one week in advance of Board meetings, followed by the Boardpapers, in order for the directors to be adequately prepared for the meetings.The Board (whether individually or as whole) has separate and independent access to Management and the CompanySecretary at all times, and may seek independent professional advice if necessary, at the expense of the Company.The Company Secretary generally attends all Board meetings and ensures that all Board procedures are followed.Where the Company Secretary is unable to attend any Board meeting, he ensures that a suitable replacement is inattendance and that proper minutes of the same are taken and kept. The Company Secretary also ensures that theCompany complies with the requirements of the Companies Act, Cap. 50, and the Listing Manual Section B: Rules ofCatalist of the SGX-ST. The Directors may seek professional advice in the furtherance of their duties and the costs willbe borne by the Company.7. REMUNERATION MATTERSPrinciple 7:There should be a formal and transparent procedure for fixing the remuneration packages ofindividual directors. No director should be involved in deciding his own remuneration.The RC makes recommendations to the Board on the framework of remuneration, and the specifi c remunerationpackages for each director and the CEO.The RC comprises Mr Oh Choon Gan, as the Chairman, and Messrs Lim How Teck and Tan Fuh Gih, as theCommittee members.The RC is governed by its written terms of reference. The duties and powers of the RC are, inter alia, as follows:1) To recommend to the Board a framework of remuneration for the directors and senior Management whichcovers all aspects of remuneration, including but not limited to directors’ fees, salaries, allowances, bonuses,options and benefits-in-kind.2) To determine specific remuneration packages for each executive director.3) To recommend to the Board the remuneration of non-executive directors, which should be appropriate tothe level of their respective contributions, taking into account factors such as effort and time spent, and theresponsibilities of our non-executive directors.SWISSCO HOLDINGS LIMITED • ANNUAL REPORT 2011

30CorporateGovernance Report4) To determine the targets for any performance-related pay schemes in respect of the executive directors of theGroup, and to review and to recommend to the Board the terms of renewal of their service contracts.The members of the RC are familiar with executive compensation matters as they manage their own businesses and/or are holding other directorships. The RC has full authority to engage any external professional to advice on mattersregarding executive compensation matters, if required.The RC’s recommendations will be submitted for endorsement by our Board. No director is involved in deciding hisown remuneration.8. LEVEL AND MIX OF REMUNERATIONPrinciple 8:The level of remuneration should be appropriate to attract, retain and motivate the directorsneeded to the run the company successfully but companies should avoid paying more than isnecessary for this purpose. A significant proportion of executive directors’ remuneration shouldbe structured so as to link rewards to corporate and individual performance.In setting remuneration packages, the Company takes into account pay and employment conditions within the sameindustry and in comparable companies, as well as the Group’s relative performance and the performance of individualdirectors.Our independent directors receive directors’ fees for their effort and time spent, responsibilities and contribution to theBoard, subject to shareholders’ approval at annual general meetings.The remuneration for our Executive Directors comprises a basic salary component and a variable component, basedon the performance of the Group as a whole and their individual performance.In August 2010, the Company engaged an independent external compensation consultant to advice on key executiveremuneration to ensure fair, equitable and competitive compensation to align their performance with the interests of allshareholders. Based on the recommendation of the external consultant, the RC recommended revision to basic salaryas well as performance-related elements of the key Executive Directors’ remuneration packages to the Board. TheBoard has approved the revision to the basic salary and key performance –related elements of their remuneration.In this respect, the Company entered into separate service agreements with each of the Executive Directors for aninitial period of 2 years commencing from 1 January 2011, subject to an automatic renewal on a year-on-year basis onthe same terms and conditions upon expiry thereof.

CorporateGovernance Report319. DISCLOSURE ON REMUNERATIONPrinciple 9:Each Company should provide clear disclosure of its remuneration policy, level and mix ofremuneration, and the procedure for setting remuneration, in the company’s annual report.It should provide disclosure in relation to its remuneration policies to enable investorsto understand the link between remuneration paid to directors and key executives, andperformance.The remuneration paid or payable to the directors and executive offi cers for services rendered during FY2011 bypercentage are, as follows:Name of DirectorS$500,000to belowS$750,000Remuneration Band Breakdown of Directors’ Remuneration (%)S$250,000to belowS$500,000BelowS$250,000SalaryVariableBonusFeesOtherBenefits #Robert Chua SweeChong * – – 30 44 – 26 100Kang Hwee Meng * – – 43 24 – 33 100Alex Yeo Kian Teong * – – 47 41 – 12 100Oh Choon Gan – – * – – 100 – 100Lim How Teck – – * – – 100 – 100Tan Fuh Gih – – * – – 100 – 100TotalName of ExecutiveRemuneration Band Breakdown of Executives’ Remuneration (%)BelowS$500,000BelowS$250,000SalaryVariableBonusOtherBenefitsSam Kwai Hoong * – 50 38 12 100Shadee Toong – * 63 14 23 100Yeo Chong Boon – * 58 9 33 100Derek Koh Bai Yau (1) – * – – – –Tan Hung Peng (2) – * 35 45 20 100#Includes the fair value of performance sharesTotalNotes:(1) He joined the Company on 15 March 2012.(2) He resigned from the Company on 29 April 2011.The breakdown of the remuneration of the directors and executive officers of the Group is not disclosed in this AnnualReport due to confidentiality and avoidance of poaching of the Group’s staff.There were no employees of the Company or its subsidiaries who were immediate family members of any director orthe CEO whose remuneration, exceeded $150,000 during FY2011. “Immediate family member” means the spouse,child, adopted child, stepchild, brother, sister and parent.10. ACCOUNTABILITYPrinciple 10:The Board should present a balanced and understandable assessment of the company’sperformance, position and prospects.In presenting the quarterly, half-year and full year fi nancial statements to shareholders, the Board aims to provideshareholders with a detailed and balanced analysis and explanation of the Group’s financial position and prospects.Management currently provides the Board with a continual fl ow of relevant information on a timely basis in orderto assist the Board in understanding the financial status and performance of the Group, in order for the Board toeffectively discharge its duties.SWISSCO HOLDINGS LIMITED • ANNUAL REPORT 2011

32CorporateGovernance Report11. AUDIT COMMITTEEPrinciple 11:The Board should establish an Audit Committee with written terms of reference, which clearlyset out its authority and duties.The AC comprises Mr Lim How Teck, as the Chairman, and Messrs Oh Choon Gan and Tan Fuh Gih, as theCommittee members. The members of the AC have sufficient financial management expertise, as interpreted by theBoard in its business judgment, to discharge the AC’s functions.The AC functions within its written terms of reference. The main duties and powers of the AC are inter alia, as follows:1) To review with the external auditors their audit plan, scope and results of the audit.2) To ensure co-ordination between the external auditors and Management, review the co-operation andassistance given by Management to the external auditors, and discuss issues and concerns, if any, arising fromthe interim and final audits and any other matters which the auditors may wish to discuss (in the absence ofManagement where necessary).3) To ensure that the internal audit function (if any) is adequate and has appropriate standing within the Company,ensure the adequacy of the internal audit function (if any) at least annually, and review the scope and results ofthe internal audit procedures (if any).4) To ensure that a review of the effectiveness of the Company’s material internal controls, including financial,operational and compliance controls, and risk management, is conducted at least annually by the internalauditors.5) To review the quarterly, half-year and full year financial statements, including the balance sheet of the Companyand the consolidated balance sheet and income statement of the Group before submission to the Board forapproval, focusing in particular, on changes in accounting policies and practices, major risk areas, significantadjustments resulting from the audit, the going concern statement, compliance with accounting standards aswell as compliance with any stock exchange and statutory/regulatory requirements.6) To commission and review and discuss with the external auditors, if necessary, any suspected fraud orirregularity, or suspected failure of internal controls, or suspected infringement of any relevant laws, rules orregulations, which has or is likely to have a material impact on the Group’s operating results and/or financialposition, and Management’s response.7) To review the scope and results of the audit and its cost effectiveness and the independence and objectivity ofthe external auditors, and where the external auditors also supply a substantial volume of non-audit servicesto the Company, to keep the nature and extent of such services under review, with a view towards striking abalance between the maintenance of objectivity and value for money.8) To review the independence of the external auditors annually, and consider the appointment or re-appointmentof the external auditors, the audit fee, and matters relating to the resignation or dismissal of the auditors.9) To approve internal control procedures and arrangements for all interested person transactions.10) To review transactions falling within the scope of the Listing Manual Section B: Rules of Catalist of the SGX-ST, in particular, matters pertaining to Interested Person Transactions and Acquisitions and Realisations as laiddown in Chapters 9 and 10, respectively, thereof.11) To undertake such other reviews and projects as may be requested by the Board and report to the Board itsfindings from time to time on matters arising and requiring the attention of the AC.12) Generally to undertake such other functions and duties as may be required by the relevant laws or the ListingManual Section B: Rules of Catalist of the SGX-ST, and by such amendments made thereto from time to time.

CorporateGovernance Report33The AC has full authority to investigate any matter within its terms of reference, full access to and co-operation fromManagement and full discretion to invite any director, executive officer or other employee of the Group to attend itsmeetings, and is given reasonable resources to enable it to discharge its functions properly and effectively.In July 2010, the Singapore Exchange Limited and Accounting and Corporate Regulatory Authority has launchedthe Guidance to Audit Committees on Evaluation of Quality of Work performed by External Auditors” which aims tofacilitate the AC in evaluating the external auditors. Accordingly, the AC had evaluated the performance of the externalauditors based on the key indicators of audited quality set out in the Guidance.The AC has reviewed the nature of non-audit services rendered by the external auditors and is of the opinion that suchservices would not affect the independence of the external auditors. Having assessed the external auditors basedon factors such as performance and quality of their audit and their independence, the AC has recommended to theBoard, the nomination of the external auditors for re-appointment at the forthcoming AGM.In compliance with Rule 1207(6) of the SGX-ST Listing Manual, the Board of Directors and the Audit Committee,having reviewed the adequacy of the resources and experience of PricewaterhouseCoopers LLP, the audit engagementpartner assigned to the audit, their other audit engagements, the size and complexity of the Group, and the numberand experience of supervisory and professional staff assigned to the audit, were satisfied that the Group had compliedwith Rules 712 and 715 of the SGX-ST Listing Manual.The AC met the external auditors in February 2012 without the presence of the Company’s Management to review anymatters that may be raised privately.The AC has reviewed the Company’s whistle-blowing policy where the staff of the Company may, in confidence, raiseconcerns about possible improprieties in matters of financial reporting or other matters, with the objective of ensuringthat arrangements are in place for the independent investigation of such matters for appropriate follow-up action.12. INTERNAL CONTROLSPrinciple 12:The Board should ensure that Management maintains a sound system of internal controls tosafeguard the shareholders’ investment and the company’s assets.The Group’s internal controls and systems are designed to provide reasonable assurance as to the integrity andreliability of the financial information and to safeguard and maintain accountability of assets. Procedures are in placeto identify major business risks and evaluate potential fi nancial effects, as well as for the authorisation of capitalexpenditure and investments.The Board notes that no system of internal control can provide absolute assurance against the occurrence of materialerrors, poor judgment in decision-making, human error, fraud or other irregularities.The Board believes that, in the absence of any evidence to the contrary, the system of internal controls maintainedby the Group’s Management provides reasonable assurance against material fi nancial misstatements or loss,safeguarding of assets, the maintenance of proper accounting records, reliability of financial information, compliancewith legislation, regulations and best practices and the identification and management of business risks.The Board and the AC is therefore of the view that the Group’s internal control systems including financial, operationaland compliance controls and risk management for the year ended 31 December 2011 is adequate and effective tosafeguard shareholders’ investments and the Group’s assets.13. INTERNAL AUDITPrinciple 13:The Company should establish an internal audit function that is independent of the activities itaudits.The Company has outsourced its internal audit function to a professional service firm, Stone Forest Consulting Pte Ltdon 28 February 2011. The internal auditors will report to the AC. To ensure the adequacy of the internal audit function,the AC will review and approve the internal audit plan on an annual basis. The AC is satisfied that the internal auditoris independent and has the appropriate standing to perform its functions effectively.SWISSCO HOLDINGS LIMITED • ANNUAL REPORT 2011

34CorporateGovernance ReportThe AC will also assess the effectiveness of the internal audit, on an annual basis, by examining the scope of theinternal audit work and its independence, the internal auditor’s report and its relationship with the external auditors.14. COMMUNICATIONS WITH SHAREHOLDERSPrinciple 14:Companies should engage in regular and fair communication with shareholders.The Company recognises that effective communication leads to transparency and enhances accountability. TheCompany regularly conveys pertinent information, gathers views or input, and addresses shareholders’ concerns.In this regard, the Company provides timely information to its shareholders via SGXNET announcements and newsreleases and ensures that price-sensitive information is publicly released, and is announced within the mandatoryperiod. The Company does not practise selective disclosure.Principle 15:Companies should encourage greater shareholder participation at AGMs, and allowshareholders the opportunity to communicate their views on various matters affecting thecompany.All shareholders of the Company receive the Annual Report and the notice of the annual general meeting. The noticewill also be advertised in a local newspaper and made available on SGXNET. The Company encourages shareholders’participation at annual general meetings and all shareholders are given the opportunity to voice their views and todirect queries regarding the Group to directors, including the chairperson of each of our Board Committees. TheCompany’s external auditors are also present to assist the Board in addressing any relevant queries from shareholders.The Company also ensures that there are separate resolutions at general meetings on each distinct issue.The Board supports the Code’s principle to encourage shareholder participation. The Articles of Association of theCompany presently allow a member of the Company to appoint one or two proxies to attend and vote at generalmeetings.15. DEALINGS IN SECURITIESIn compliance with the best practices set out in the SGX Listing Manual on dealings in securities, the Company hasdevised its own internal compliance code to provide guidance to its officers. Directors and employees of the Companyare advised not deal in the Company’s shares on short-term considerations or when they are in the possession ofunpublished price-sensitive information. The Company prohibits dealings in its shares by its officers and employeesduring the period commencing one month before any announcement of the Company’s fi nancial statements andending on the date of the announcement of the results.16. MATERIAL CONTRACTSThere is no material contracts entered into by the Company or any of its subsidiaries involving the interest of anyDirector or controlling shareholder during the period under review.17. RISK MANAGEMENT COMMITTEEThe Company has established a Risk Management Committee on 14 October 2010 comprising Mr Oh Choon Gan, asthe Chairman, and Mr Robert Chua, Mr Kang Hwee Meng, Mr Alex Yeo and Mr Sam Kwai Hoong as members.The Board acknowledges that risk is inherent in business and these are commercial risks to be taken in the courseof generating a return on business activities. The Board’s policy is that risks should be managed within the Group’soverall risk tolerance.The Risk Management Committee met on 15 August 2011 to review the Group’s business and operational activitiesand identified areas of significant business risks as well as appropriate measures to control to bring them to withinacceptable cost and tolerance parameters. The Board also works with the external auditors on their recommendations,and institutes and executes relevant controls with a view to managing business risks.

CorporateGovernance Report3518. INTERESTED PERSON TRANSACTIONSAs a listed company on the SGX-Catalist, the Company has taken the following steps to ensure compliance with therequirements of Chapter 9 of the Listing Manual section B: Rules of Catalist of the SGX-Catalist on interested persontransactions, including ensuring that interested person transactions are properly reviewed, approved, and conductedon an arm’s length basis:the Board meets quarterly to review if the Group will be entering into any interested person transaction. If the Groupis intending to enter into an interested person transaction, the Board will ensure that the Group complies with therequisite rules under Chapter 9.The AC also meets once every three months to review if the Group will be entering into any interested persontransaction, and if so, the AC ensures that the relevant rules under Chapter 9 are complied with.When a potential conflict of interest arises, the director concerned does not participate in discussions and refrainsfrom exercising any influence over other members of the Board.For the period under review, the Group has carried out interested person transactions with the following person:Information required pursuant to Rule 907Name of Interested PersonDragon Supply Ships Pte Ltd(Note 1)Swissco Structural MechanicalPte Ltd (Note 2)Aggregate value of all interestedperson transactions duringthe financial year under review(excluding transactions lessthan $100,000 and transactionsconducted under shareholders’mandate pursuant to Rule 920)$158,392 Not applicable$204,192 Not applicableAggregate value of all interestedperson transactions conductedunder shareholders’ mandatepursuant to Rule 920 (excludingtransactions less than $100,000)Notes:(1) Mr Robert Chua Swee Chong, a director and controlling shareholder of Swissco Holdings Limited, is also a director andshareholder of Dragon Supply Ships Pte Ltd (“DSSPL”). DSSPL had purchased goods on behalf of the joint venture and rechargedthe joint venture on a cost basis.(2) Mr Alex Yeo Kian Teong, a director and substantial shareholder of Swissco Holdings Limited, is a director and shareholder ofSwissco Structural mechanical Pte Ltd (“SSMPL”). Swissco Offshore Pte Ltd, a subsidiary of Swissco International Limited, hadrented the premise at No. 9 Pandan Road from “SSMPL” for storage of goods and wharfage from 1 January 2011 to 30 April2011.SPONSORSHIPThe Company is currently under the SGX-ST Catalist sponsor-supervised regime. The continuing sponsor of theCompany is Canaccord Genuity Singapore Pte. Ltd. (formerly known as Collins Stewart Pte. Limited). CanaccordGenuity Singapore Pte. Ltd. was appointed as the sponsor of the Company on 10 May 2010.Pursuant to Rule 1204(21) of the SGX-ST Listing manual Section B: Rules of the Catalist, the Company’s sponsor,Canaccord Genuity Singapore Pte. Ltd. did not receive any fees other than continuing sponsor fees in FY2011.SWISSCO HOLDINGS LIMITED • ANNUAL REPORT 2011

36Directors’ReportFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011The directors present their report to the members together with the audited financial statements of the Group for thefinancial year ended 31 December 2011 and the balance sheet of the Company as at 31 December 2011.DirectorsThe directors of the Company in office at the date of this report are as follows:Robert Chua Swee ChongKang Hwee MengOh Choon GanLim How TeckAlex Yeo Kian TeongTan Fuh Gih (appointed on 5 May 2011)Arrangements to enable directors to acquire shares and debenturesNeither at the end of nor at any time during the financial year was the Company a party to any arrangement whoseobject was to enable the directors of the Company to acquire benefi ts by means of the acquisition of shares in,or debentures of, the Company or any other body corporate, other than as disclosed under “Share options andperformance shares” in this report.Directors’ interests in shares or debentures(a)According to the register of directors’ shareholdings, none of the directors holding offi ce at the end of thefinancial year had any interest in the shares or debentures of the Company or its related corporations, except asfollows:Holdings registered inname of directorAt31.12.2011At1.1.2011,or date ofappointment,if laterHoldings in which directoris deemed to have an interestAt31.12.2011At1.1.2011,or date ofappointment,if laterThe CompanyOrdinary sharesRobert Chua Swee Chong 70,800,000 70,800,000 – –Kang Hwee Meng 800,000 800,000 – –Alex Yeo Kian Teong 25,293,719 560,000 170,000 24,903,719Tan Fuh Gih (appointed on 5 May 2011) 3,863,000 3,863,000 – –(b)The directors’ interests in the ordinary shares of the Company as at 21 January 2012 were the same as thoseas at 31 December 2011.

Directors’ReportFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 201137Directors’ interests in shares or debentures (continued)(c)According to the register of directors’ shareholdings, the directors holding office at the end of the financial yearwere granted performance share awards for the ordinary shares of the Company pursuant to the PerformanceShare Plan Scheme as set out below:Number of unvestedperformance sharesAt31.12.2011At1.1.2011Robert Chua Swee Chong 844,327 –Kang Hwee Meng 633,245 –Alex Yeo Kian Teong 211,082 –Directors’ contractual benefitsSince the end of the previous financial period, no director has received or become entitled to receive a benefit byreason of a contract made by the Company or a related corporation with the director or with a firm of which he is amember or with a company in which he has a substantial financial interest, except as disclosed in the accompanyingfinancial statements and in this report.Share options and performance sharesSwissco Holdings Employee Share Option SchemeThe Swissco Holdings Employee Share Option Scheme (the “Scheme”) for employees and directors of the Group wasapproved by members of the Company at an Extraordinary General Meeting on 1 November 2010. The purpose of theScheme is to attract, retain and give recognition to employees who have contributed to the success and developmentof the Group.The exercise price of the options shall be determined by the Remuneration Committee at:(i)(ii)the average of the last dealt prices of the Company’s ordinary shares as quoted on the Singapore Exchange forfive consecutive market days immediately preceeding the date of the grant (“Market Price”); ora discount not exceeding 20% of the Market Price. The quantum of such discount shall be determined by theRemuneration Committee and approved by the shareholders in a general meeting.Options granted at a discount under the Scheme are subject to a vesting period of 2 years from grant date, whilethose granted at Market Price are subject to a vesting period of 1 year from grant date. Once the options are vested,they are exercisable for a period of 10 years.The aggregate number of shares over which options may be granted on any date, when added to the number ofshares issued and issuable in respect of all options granted under the Scheme and all the shares awarded under theSwissco Holdings Performance Share Plan, shall not exceed 15% of the issued shares of the Company on the daypreceding that date.The aggregate number of shares over which options may be granted under the Scheme to the controlling shareholdersand their associates shall not exceed 25% of the shares available under the Scheme and the number of sharesover which options may be granted under the Scheme to a controlling shareholder or an associate of a controllingshareholder shall not exceed 10% of the shares available under the Scheme.There were no share options granted under the Scheme during the financial year.SWISSCO HOLDINGS LIMITED • ANNUAL REPORT 2011

38Directors’ReportFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011Share options and performance shares (continued)Swissco Holdings Employee Share Option Scheme (continued)No shares have been issued during the financial year by virtue of the exercise of options to take up unissued shares ofthe Company.There were no unissued shares of the Company under option at the end of the financial year.Swissco Holdings Performance Share PlanThe Swissco Holdings Performance Share Plan (the “Plan”) for executive directors and managers of the Group wasapproved by members of the Company at an Extraordinary General Meeting on 1 November 2010. The purposeof the Plan is to attract, retain and give recognition to the employees who have contributed to the success anddevelopment of the Group as well as motivate the employees to contribute towards the Group’s long term prosperity.Performance shares under the Plan shall be awarded to executive directors and managers of the Group conditionalupon the Group meeting or exceeding a prescribed performance target during the performance period. TheRemuneration Committee may prescribe a vesting schedule pursuant to which the award shall vest at the end of eachperformance period, provided the performance target has been met.The aggregate number of shares that may be awarded on any date, when added to the number of shares issued andissuable in respect of all options granted under the Scheme and all shares awarded under the Plan, shall not exceed15% of the issued shares of the Company on the day preceding that date. The aggregate number of shares that maybe awarded under the Plan to the controlling shareholders and their associates shall not exceed 25% of the sharesavailable under the Plan and the number of shares that may be granted under the Plan to a controlling shareholder oran associate of a controlling shareholder shall not exceed 10% of the shares available under the Plan.On 29 April 2011, 2,150,396 performance shares were granted pursuant to the Plan. 50% of the shares will vest afterthe first anniversary of the grant date and the remaining 50% after the second anniversary of the grant date. Details ofthe performance shares granted to the directors are as follows:Name of directorNo. of performanceshares granted1. Robert Chua Swee Chong 844,3272. Kang Hwee Meng 633,2453. Alex Yeo Kian Teong 211,082Mr Robert Chua Swee Chong is a controlling shareholder of the Company.The above participants received 5% or more of the total number of performance shares available under the Plan.

Directors’ReportFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 201139Audit CommitteeThe members of the Audit Committee at the end of the financial year were as follows:Lim How Teck - ChairmanOh Choon GanTan Fuh GihAll members of the Audit Committee were non-executive directors, the majority of whom, including the Chairman, wereindependent.The Audit Committee carried out its functions in accordance with Section 201B(5) of the Singapore Companies Act. Inperforming those functions, the Committee reviewed:• the adequacy of the internal audit function and considered the appointment and scope of internal auditprocedures;• the audit plan of the Company’s independent auditor and any recommendation on the internal accountingcontrols arising from the statutory audit;• the assistance given by the Company’s management to the independent auditor;• the interested person transactions in accordance with the Listing Rules of the Singapore Exchange SecuritiesTrading Limited; and• the balance sheet of the Company and the consolidated fi nancial statements of the Group for the fi nancialyear ended 31 December 2011 before their submission to the Board of Directors, as well as the independentauditor’s report on the balance sheet of the Company and the consolidated financial statements of the Group.The Audit Committee has recommended to the Board that the independent auditor, PricewaterhouseCoopers LLP, benominated for re-appointment at the forthcoming Annual General Meeting of the Company.Independent auditorThe independent auditor, PricewaterhouseCoopers LLP, has expressed its willingness to accept re-appointment.On behalf of the directorsRobert Chua Swee ChongDirectorKang Hwee MengDirector30 March 2012SWISSCO HOLDINGS LIMITED • ANNUAL REPORT 2011

40Statement byDirectorsFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011In the opinion of the directors,(a)(b)the balance sheet of the Company and the consolidated financial statements of the Group as set out on pages42 to 92 are drawn up so as to give a true and fair view of the state of affairs of the Company and of the Groupas at 31 December 2011 and of the results of the business, changes in equity and cash flows of the Group forthe financial year then ended; andat the date of this statement, there are reasonable grounds to believe that the Company will be able to pay itsdebts as and when they fall due.On behalf of the directorsRobert Chua Swee ChongDirectorKang Hwee MengDirector30 March 2012

IndependentAuditor’s ReportTO THE MEMBERS OF SWISSCO HOLDINGS LIMITED41Report on the Financial StatementsWe have audited the accompanying fi nancial statements of Swissco Holdings Limited (the “Company”) and itssubsidiaries (the “Group”) set out on pages 42 to 92, which comprise the consolidated balance sheet of the Groupand balance sheet of the Company as at 31 December 2011, the consolidated statement of comprehensive income,statement of changes in equity and statement of cash flows of the Group for the year then ended, and a summary ofsignificant accounting policies and other explanatory information.Management’s Responsibility for the Financial StatementsManagement is responsible for the preparation of financial statements that give a true and fair view in accordancewith the provisions of the Singapore Companies Act (the “Act”) and Singapore Financial Reporting Standards, and fordevising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance thatassets are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorisedand that they are recorded as necessary to permit the preparation of true and fair profit and loss accounts and balancesheets and to maintain accountability of assets.Auditor’s ResponsibilityOur responsibility is to express an opinion on these fi nancial statements based on our audit. We conducted ouraudit in accordance with Singapore Standards on Auditing. Those standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether the financial statementsare free from material misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financialstatements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks ofmaterial misstatement of the financial statements, whether due to fraud or error. In making those risk assessments,the auditor considers internal control relevant to the entity’s preparation of financial statements that give a true andfair view in order to design audit procedures that are appropriate in the circumstances, but not for the purposeof expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating theappropriateness of accounting policies used and the reasonableness of accounting estimates made by management,as well as evaluating the overall presentation of the financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our auditopinion.OpinionIn our opinion, the consolidated financial statements of the Group and the balance sheet of the Company are properlydrawn up in accordance with the provisions of the Act and Singapore Financial Reporting Standards so as to give atrue and fair view of the state of affairs of the Group and of the Company as at 31 December 2011, and the results,changes in equity and cash flows of the Group for the financial year ended on that date.Report on other Legal and Regulatory RequirementsIn our opinion, the accounting and other records required by the Act to be kept by the Company and by thosesubsidiaries incorporated in Singapore of which we are the auditors, have been properly kept in accordance with theprovisions of the Act.PricewaterhouseCoopers LLPPublic Accountants and Certified Public AccountantsSingapore, 30 March 2012SWISSCO HOLDINGS LIMITED • ANNUAL REPORT 2011

42Consolidated Statement ofComprehensive IncomeFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011NoteFor thefinancialyear ended31 December2011For thefinancialperiod from1 March 2010 to31 December2010$’000 $’000Sales 3 64,925 12,023Cost of sales 5 (49,684) (9,038)Gross profit 15,241 2,985Other income 3 171 262Other gains/(losses) - net 4 5,761 19,956Expenses- Administrative 5 (6,696) (6,588)- Finance 6 (3,808) (1,047)Share of profit/(loss) of an associated company and joint ventures 17 154 (454)Profit before income tax 10,823 15,114Income tax (expense)/credit 8 (2,642) 375Total profit 8,181 15,489Other comprehensive income/(loss):Currency translation differences arising on consolidation 111 (345)Financial assets, available-for-sale- Fair value loss (12,825) (1,890)Other comprehensive loss, net of tax (12,714) (2,235)Total comprehensive (loss)/income attributable to equity holders ofthe Company (4,533) 13,254Earnings per share for profit attributable to equity holders ofthe Company (cents per share)- Basic and diluted 9 1.9 3.8The accompanying notes form an integral part of these financial statements.

BalanceSheetsAS AT 31 DECEMBER 201143GroupCompanyNote 2011 2010 2011 2010$’000 $’000 $’000 $’000ASSETSCurrent assetsCash and cash equivalents 10 27,864 17,802 978 3,113Financial assets, available-for-sale 11 14,445 27,270 – –Trade and other receivables 12 17,895 12,007 12,838 2,975Inventories 13 162 159 – –Other current assets 14 15,945 1,333 23 68376,311 58,571 13,839 6,771Non-current assetsOther receivables 12 13,132 11,229 13,132 11,229Investments in subsidiaries 15 – – 177,937 177,887Investment in an associated company 16 – 353 – –Investments in joint ventures 17 2,454 2,274 50 50Property, plant and equipment 18 132,431 173,074 – –148,017 186,930 191,119 189,166Total assets 224,328 245,501 204,958 195,937LIABILITIESCurrent liabilitiesTrade and other payables 19 26,194 9,520 78,218 28,570Borrowings 20 55,990 102,927 26,284 60,398Current income tax liabilities 1,295 409 1 983,479 112,856 104,503 88,977Non-current liabilitiesBorrowings 20 39,551 26,429 16,251 26,400Deferred income tax liabilities 8 2,204 1,482 – –Deferred gain 22 – 1,502 – –41,755 29,413 16,251 26,400Total liabilities 125,234 142,269 120,754 115,377NET ASSETS 99,094 103,232 84,204 80,560EQUITYCapital and reserves attributable toequity holders of the CompanyShare capital 23 91,681 91,681 91,681 91,681Other reserves 24 (14,801) (2,482) 395 –Retained earnings/(accumulated losses) 25 22,214 14,033 (7,872) (11,121)Total equity 99,094 103,232 84,204 80,560The accompanying notes form an integral part of these financial statements.SWISSCO HOLDINGS LIMITED • ANNUAL REPORT 2011

44Consolidated Statement ofChanges in EquityFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011NoteAttributable to equity holders of the CompanySharecapitalOtherreservesRetainedearnings/(accumulatedlosses)Totalequity$’000 $’000 $’000 $’0002011Balance at 1 January 2011 91,681 (2,482) 14,033 103,232Total comprehensive (loss)/income forthe year – (12,714) 8,181 (4,533)Performance share plan- Value of employee services 24 – 395 – 395Balance at 31 December 2011 91,681 (14,801) 22,214 99,0942010Balance at 1 March 2010 78,670 (247) (1,456) 76,967Total comprehensive (loss)/income forthe year – (2,235) 15,489 13,254Issue of share capital 23 13,011 – – 13,011Balance at 31 December 2010 91,681 (2,482) 14,033 103,232The accompanying notes form an integral part of these financial statements.

Consolidated Statement ofCash FlowsFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 201145NoteFor thefinancialyear ended31 December2011For thefinancialperiod from1 March 2010 to31 December2010$’000 $’000Cash flows from operating activitiesTotal profit 8,181 15,489Adjustments for:- Negative goodwill – (20,371)- Income tax expense/(credit) 2,642 (375)- Share of (profit)/loss of an associated company and joint ventures (154) 454- Amortisation of deferred gain (462) (22)- Impairment loss on investment in an associated company 353 –- Depreciation of property, plant and equipment 9,153 2,772- Interest expense 3,290 1,047- Interest income (94) (137)- Performance share expense 395 –- (Gain)/loss on disposal of property, plant and equipment (4,925) 9618,379 (1,047)Change in working capital, net of effects from acquisition of subsidiaries- Trade and other receivables (5,888) 5,715- Inventories (3) (148)- Other current assets (14,612) (653)- Restricted cash (5,612) –- Trade and other payables 16,142 (6,435)Net cash flows generated from/(used in) operations 8,406 (2,568)Income tax paid (1,034) (148)Net cash flows generated from/(used in) operating activities 7,372 (2,716)Cash flows from investing activitiesInterest received 94 137Acquisition of subsidiaries, net of cash acquired 32 – (144,068)Loan to joint venture (1,903) (658)Proceeds from disposal of property, plant and equipment 49,470 1,364Purchases and construction of property, plant and equipment (13,563) (4,739)Net cash flows generated from/(used in) investing activities 34,098 (147,964)Cash flows from financing activitiesInterest paid (3,290) (1,047)Proceeds from borrowings 85,044 167,031Repayment of borrowings (118,847) (60,220)Repayment of finance lease liabilities (12) (83)Restricted cash – 60,000Net cash flows (used in)/generated from financing activities (37,105) 165,681Net increase in cash and cash equivalents 4,365 15,001Cash and cash equivalents at beginning of financial year/period 17,802 2,920Effects of currency translation on cash and cash equivalents 85 (119)Cash and cash equivalents at end of financial year/period 10 22,252 17,802The accompanying notes form an integral part of these financial statements.SWISSCO HOLDINGS LIMITED • ANNUAL REPORT 2011

46Notes to theFinancial StatementsFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011These notes form an integral part of and should be read in conjunction with the accompanying financial statements.1. General informationSwissco Holdings Limited (the “Company”) is listed on the Catalist of the Singapore Exchange SecuritiesTrading Limited and incorporated and domiciled in Singapore. Its registered offi ce and principal place ofbusiness is located at No. 60 Penjuru Lane, Singapore 609214.The principal activity of the Company is that of investment holding. The principal activities of its subsidiaries areset out in Note 15 to the financial statements.Change in financial year-endThe Group and Company changed the financial year end from 28 February to 31 December in the previousfinancial period so as to align the financial reporting period of the Group and the Company with that of SwisscoInternational Pte Ltd, a subsidiary acquired on 23 September 2010 (Note 32). Consequently, the currentfinancial period covered by this set of financial statements is for the financial year ended 31 December 2011and may not be comparable with the comparatives, which are presented for the previous financial period from 1March 2010 to 31 December 2010.2. Significant accounting policies2.1 Basis of preparationThese financial statements have been prepared in accordance with Singapore Financial Reporting Standards(“FRS”). The financial statements have been prepared under the historical cost convention, except as disclosedin the accounting policies below.The preparation of financial statements in conformity with FRS requires management to exercise its judgementin the process of applying the Group’s accounting policies. It also requires the use of certain critical accountingestimates and assumptions. The areas involving a higher degree of judgement or complexity, or areas whereassumptions and estimates are significant to the financial statements are disclosed in Note 33.Interpretations and amendments to published standards effective in 2011On 1 January 2011, the Group adopted the new or amended FRS and Interpretations to FRS (“INT FRS”) thatare mandatory for application from that date. Changes to the Group’s accounting policies have been made asrequired, in accordance with the transitional provisions in the respective FRS and INT FRS.The adoption of these new or amended FRS and INT FRS did not result in substantial changes to the Group’sand Company’s accounting policies and had no material effect on the amounts reported for the current or priorfinancial years.2.2 Revenue recognitionSales comprise the fair value of the consideration received or receivable for the rendering of services in theordinary course of the Group’s activities. Sales are presented, net of goods and services tax, rebates anddiscounts, and after eliminating sales within the Group.The Group recognises revenue when the amount of revenue and related cost can be reliably measured, it isprobable that the collectability of the related receivables is reasonably assured and when the specific criteria foreach of the Group’s activities are met as follows:(a)Chartering income, sale of out-port-limit services and related incomeChartering income is recognised in profit or loss on a straight-line basis over the charter hire period.Sale of out-port-limit services and related income is recognised when the services are rendered.

Notes to theFinancial StatementsFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011472. Significant accounting policies (continued)2.2 Revenue recognition (continued)(b)Ship repair and related servicesRevenue from rendering of services for short-term ship repair projects is recognised upon completion ofthe job as certified by the service engineers. Provision is made in full where applicable for anticipatedlosses on project in progress.(c)Sale of vesselsRevenue from the sales of vessels is recognised when signifi cant risks and rewards of ownershipare transferred to the buyer, there is neither continuing managerial involvement to the degree usuallyassociated with ownership nor effective control over the vessels sold, and the amount of revenue andthe costs incurred or to be incurred in respect of the transaction can be measured reliably.(d)Other maritime servicesRevenue from rendering of services that are of short duration is recognised when the services arecompleted. Revenue from rendering of long-term services is recognised using the percentage ofcompletion method based on the actual service provided as a proportion of the total services to beperformed.(e)Interest incomeInterest income is recognised using the effective interest method.(f)Dividend income2.3 Group accountingDividend income is recognised when the right to receive payment is established.(a)Subsidiaries(i)ConsolidationSubsidiaries are entities (including special purpose entities) over which the Group has power togovern the financial and operating policies so as to obtain benefits from its activities, generallyaccompanied by a shareholding giving rise to a majority of the voting rights. The existence andeffect of potential voting rights that are currently exercisable or convertible are considered whenassessing whether the Group controls another entity. Subsidiaries are consolidated from the dateon which control is transferred to the Group. They are de-consolidated from the date on whichcontrol ceases.In preparing the consolidated financial statements, transactions, balances and unrealised gains ontransactions between group entities are eliminated. Unrealised losses are also eliminated but areconsidered an impairment indicator of the asset transferred. Accounting policies of subsidiarieshave been changed where necessary to ensure consistency with the policies adopted by theGroup.Non-controlling interests are that part of the net results of operations and of net assets ofa subsidiary attributable to the interests which are not owned directly or indirectly by theequity holders of the Company. They are shown separately in the consolidated statement ofcomprehensive income, statement of changes in equity and balance sheet. Total comprehensiveincome is attributed to the non-controlling interests based on their respective interests in asubsidiary, even if this results in the non-controlling interests having a deficit balance.SWISSCO HOLDINGS LIMITED • ANNUAL REPORT 2011

48Notes to theFinancial StatementsFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 20112. Significant accounting policies (continued)2.3 Group accounting (continued)(a)Subsidiaries (continued)(ii)AcquisitionsThe acquisition method of accounting is used to account for business combinations by theGroup.The consideration transferred for the acquisition of a subsidiary or business comprises the fairvalue of the assets transferred, the liabilities incurred and the equity interests issued by theGroup. The consideration transferred also includes the fair value of any contingent considerationarrangement and the fair value of any pre-existing equity interest in the subsidiary.Acquisition-related costs are expensed as incurred.Identifi able assets acquired and liabilities and contingent liabilities assumed in a businesscombination are, with limited exceptions, measured initially at their fair values at the acquisitiondate.On an acquisition-by-acquisition basis, the Group recognises any non-controlling interestin the acquiree at the date of acquisition either at fair value or at the non-controlling interest’sproportionate share of the acquiree’s net identifiable assets.The excess of the consideration transferred, the amount of any non-controlling interest in theacquiree and the acquisition-date fair value of any previous equity interest in the acquiree overthe fair value of the net identifiable assets acquired is recorded as goodwill. Please refer to theparagraph “Intangible assets - Goodwill” for the subsequent accounting policy on goodwill.If those amounts are less than the fair value of the net identifi able assets of the subsidiaryacquired and the measurement of all amounts has been reviewed, the difference is recogniseddirectly in profit or loss as negative goodwill.(iii)DisposalsWhen a change in the Group’s ownership interest in a subsidiary results in a loss of control overthe subsidiary, the assets and liabilities of the subsidiary including any goodwill are derecognised.Amounts recognised in other comprehensive income in respect of that entity are also reclassifiedto profit or loss or transferred directly to retained earnings if required by a specific Standard.Any retained interest in the entity is re-measured at fair value. The difference between the carryingamount of the retained interest at the date when control is lost and its fair value is recognised inprofit or loss.Please refer to the paragraph “Investments in subsidiaries, joint ventures and associatedcompanies” for the accounting policy on investments in subsidiaries in the separate fi nancialstatements of the Company.(b)Transactions with non-controlling interestsChanges in the Group’s ownership interest in a subsidiary that do not result in a loss of control over thesubsidiary are accounted for as transactions with equity owners of the Group. Any difference betweenthe change in the carrying amounts of the non-controlling interest and the fair value of the considerationpaid or received is recognised in a separate reserve within equity attributable to the equity holders of theCompany.

Notes to theFinancial StatementsFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011492. Significant accounting policies (continued)2.3 Group accounting (continued)(c)Associated companies and joint venturesAssociated companies are entities over which the Group has signifi cant infl uence, but not control,generally accompanied by a shareholding giving rise to voting rights of 20% and above but notexceeding 50%.Joint ventures are entities over which the Group has contractual arrangements to jointly share the controlover the economic activity of the entities with one or more parties.Investments in associated companies and joint ventures are accounted for in the consolidated financialstatements using the equity method of accounting less impairment losses.(i)AcquisitionsInvestments in associated companies and joint ventures are initially recognised at cost. Thecost of an acquisition is measured at the fair value of the assets given, equity instruments issuedor liabilities incurred or assumed at the date of exchange, plus costs directly attributable to theacquisition. Goodwill on associated companies or joint ventures represents the excess of thecost of acquisition of the associate or joint venture over the Group’s share of the fair value of theidentifiable net assets of the associate or joint venture and is included in the carrying amount ofthe investments.(ii)Equity method of accountingIn applying the equity method of accounting, the Group’s share of its associated companies’and joint ventures’ post-acquisition profits or losses are recognised in profit or loss and its shareof post-acquisition other comprehensive income is recognised in other comprehensive income.These post-acquisition movements and distributions received from the associated companies andjoint ventures are adjusted against the carrying amount of the investments. When the Group’sshare of losses in an associated company or joint venture equals or exceeds its interest in theassociated company or joint venture, including any other unsecured non-current receivables,the Group does not recognise further losses, unless it has obligations or has made payments onbehalf of the associated company or joint venture.Unrealised gains on transactions between the Group and its associated companies and jointventures are eliminated to the extent of the Group’s interest in the associated companies and jointventures. Unrealised losses are also eliminated unless the transaction provides evidence of animpairment of the asset transferred. The accounting policies of associated companies and jointventures have been changed where necessary to ensure consistency with the accounting policiesadopted by the Group.(iii)DisposalsInvestments in associated companies and joint ventures are derecognised when the Group losessignificant influence or joint control. Any retained equity interest in the entity is remeasured at itsfair value. The difference between the carrying amount of the retained interest at the date whensignificant influence or joint control is lost and its fair value is recognised in profit or loss.Gains and losses arising from partial disposals or dilutions in investments in associatedcompanies and joint ventures in which signifi cant infl uence or joint control is retained arerecognised in profit or loss.Please refer to the paragraph “Investments in subsidiaries, joint ventures and associatedcompanies” for the accounting policy on investments in associated companies and joint venturesin the separate financial statements of the Company.SWISSCO HOLDINGS LIMITED • ANNUAL REPORT 2011

50Notes to theFinancial StatementsFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 20112. Significant accounting policies (continued)2.4 Intangible assets - GoodwillGoodwill on acquisitions of subsidiaries and business on or after 1 January 2010 represents the excess of (i) theconsideration transferred, the amount of any non-controlling interest in the acquire and the acquisition-date fairvalue of any previous equity interest in the acquiree over (ii) the fair value of the net identifiable assets acquired.Goodwill on acquisition of subsidiaries and business prior to 1 January 2010 and on acquisition of jointventures and associated companies represents the excess of the cost of the acquisition over the fair value ofthe Group’s share of the net identifiable assets acquired.Goodwill on subsidiaries and joint ventures is recognised separately as intangible assets and carried at costless accumulated impairment losses.Goodwill on associated companies is included in the carrying amount of the investments.Gain and losses on the disposal of subsidiaries, joint ventures and associated companies include the carryingamount of goodwill relating to the entity sold.2.5 Property, plant and equipment(a)MeasurementAll property, plant and equipment are initially recognised at cost and subsequently carried at cost lessaccumulated depreciation and accumulated impairment losses.(b)Components of costsThe cost of an item of property, plant and equipment initially recognised includes its purchase price andany cost that is directly attributable to bringing the asset to the location and condition necessary for itto be capable of operating in the manner intended by management. Cost also includes borrowing coststhat are directly attributable to the acquisition, construction or production of a qualifying asset (Note2.11).(c)DepreciationDepreciation on property, plant and equipment items is calculated using the straight-line method toallocate their depreciable amounts over their estimated useful lives as follows:Vessels/bargesLeasehold buildingLeasehold improvementsMotor vehiclesFurniture, fittings and computersPlant and equipmentUseful lives15 - 25 years30 years5 years5 years3 - 10 years5 yearsThe residual values, estimated useful lives and depreciation method of property, plant and equipmentare reviewed, and adjusted as appropriate, at each balance sheet date. The effects of any revision arerecognised in profit or loss when the changes arise.The vessels/barges are subject to overhauls at regular intervals. The inherent components of the initialdry docking are determined based on the estimated costs of the next dry docking and are separatelydepreciated over a period of 5 years in order to reflect the estimated interval between two dry dockings.The costs of the dry dockings subsequently incurred are capitalised as additions and the carryingamounts of replaced components of the vessel are written off to profit or loss.

Notes to theFinancial StatementsFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011512. Significant accounting policies (continued)2.5 Property, plant and equipment (continued)(d)Vessels-under-constructionVessels-under-construction are stated at cost, which include the progress billings paid in accordancewith the construction contracts and other directly attributable costs incurred during the constructionperiod.No depreciation is provided on vessels-under-construction.(e)Subsequent expenditureSubsequent expenditure relating to property, plant and equipment that has already been recognisedis added to the carrying amount of the asset only when it is probable that future economic benefi tsassociated with the item will flow to the Group and the cost of the item can be measured reliably. Allother repair and maintenance expenses are recognised in profit or loss when incurred.(f)DisposalOn disposal of an item of property, plant and equipment, the difference between the disposal proceedsand its carrying amount is recognised in profit or loss within ‘Other gains/(losses) - net’.2.6 Investments in subsidiaries, joint ventures and associated companiesInvestments in subsidiaries, joint ventures and associated companies are carried at cost less accumulatedimpairment losses in the Company’s balance sheet.On disposal of investments in subsidiaries, joint ventures and associated companies, the difference betweenthe disposal proceeds and the carrying amounts of the investments is recognised in profit or loss.2.7 Impairment of non-financial assets(a)GoodwillGoodwill recognised separately as an intangible asset is tested for impairment annually and wheneverthere is indication that the goodwill may be impaired.For the purpose of impairment testing of goodwill, goodwill is allocated to each of the Group’s cashgenerating-units(“CGU”) expected to benefit from synergies arising from the business combination.An impairment loss is recognised when the carrying amount of a CGU, including the goodwill, exceedsthe recoverable amount of the CGU. The recoverable amount of a CHU is the higher of the CGU’s fairvalue less cost to sell and value-in-use.The total impairment loss of a CGU is allocated first to reduce the carrying amount of goodwill allocatedto the CGU and then to the other assets of the CGU pro-rata on the basis of the carrying amount ofeach asset in the CGU.An impairment loss on goodwill is recognised as an expense and is not reversed in a subsequent period.SWISSCO HOLDINGS LIMITED • ANNUAL REPORT 2011

52Notes to theFinancial StatementsFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 20112. Significant accounting policies (continued)2.7 Impairment of non-financial assets (continued)(b)Property, plant and equipmentInvestments in subsidiaries, joint ventures and associated companies2.8 Financial assetsProperty, plant and equipment and investments in subsidiaries, joint ventures and associated companiesare tested for impairment whenever there is any objective evidence or indication that these assets maybe impaired.For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value lesscost to sell and the value-in-use) is determined on an individual asset basis unless the asset does notgenerate cash inflows that are largely independent of those from other assets. If this is the case, therecoverable amount is determined for the cash-generating-unit (“CGU”) to which the asset belongs.If the recoverable amount of the asset (or CGU) is estimated to be less than its carrying amount, thecarrying amount of the asset (or CGU) is reduced to its recoverable amount.The difference between the carrying amount and recoverable amount is recognised as an impairmentloss in profit or loss.An impairment loss for an asset other than goodwill is reversed if, and only if, there has been a changein the estimates used to determine the asset’s recoverable amount since the last impairment loss wasrecognised. The carrying amount of this asset is increased to its revised recoverable amount, providedthat this amount does not exceed the carrying amount that would have been determined (net of anyaccumulated amortisation or depreciation) had no impairment loss been recognised for the asset in prioryears.A reversal of impairment loss for an asset other than goodwill is recognised in profit or loss.(a)ClassificationThe Group classifies its financial assets in the following categories: loans and receivables and financialassets, available-for-sale. The classifi cation depends on the nature of the asset and the purpose forwhich the assets were acquired. Management determines the classification of its financial assets at initialrecognition.(i)Loans and receivablesLoans and receivables are non-derivative financial assets with fixed or determinable paymentsthat are not quoted in an active market. They are presented as current assets, except for thoseexpected to be realised later than 12 months after the balance sheet date which are presentedas non-current assets. Loans and receivables are presented as “trade and other receivables” and“cash and cash equivalents” on the balance sheet.(ii)Financial assets, available-for-saleFinancial assets, available-for-sale, are non-derivatives that are either designated in this categoryor not classified in any of the other categories. They are presented as non-current assets unlessthe investment matures or management intends to dispose of the assets within 12 months afterthe balance sheet date.

Notes to theFinancial StatementsFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011532. Significant accounting policies (continued)2.8 Financial assets (continued)(b)Recognition and de-recognitionRegular way purchases and sales of financial assets are recognised on trade-date – the date on whichthe Group commits to purchase or sell the asset.Financial assets are derecognised when the rights to receive cash flows from the financial assets haveexpired or have been transferred and the Group has transferred substantially all risks and rewards ofownership. On disposal of a financial asset, the difference between the carrying amount and the saleproceeds is recognised in profi t or loss. Any amount in other comprehensive income relating to thatasset is reclassified to profit or loss.(c)Initial measurementFinancial assets are initially recognised at fair value plus transaction costs.(d)Subsequent measurementFinancial assets, available-for-sale are subsequently carried at fair value. Loans and receivables aresubsequently carried at amortised cost using the effective interest method.Dividend income on financial assets, available-for-sale are recognised separately in income. Changesin fair values of available-for-sale equity securities (i.e. non-monetary items) are recognised in othercomprehensive income and accumulated in the fair value reserve, together with the related currencytranslation differences.(e)ImpairmentThe Group assesses at each balance sheet date whether there is objective evidence that a fi nancialasset or a group of financial assets is impaired and recognises an allowance for impairment when suchevidence exists.(i)Loans and receivablesSignifi cant fi nancial diffi culties of the debtor, probability that the debtor will enter bankruptcy,and default or significant delay in payments are objective evidence that these financial assets areimpaired.The carrying amount of these assets is reduced through the use of an impairment allowanceaccount which is calculated as the difference between the carrying amount and the present valueof estimated future cash flows, discounted at the original effective interest rate. When the assetbecomes uncollectible, it is written off against the allowance account. Subsequent recoveries ofamounts previously written off are recognised against the same line item in profit or loss.The impairment allowance is reduced through profi t or loss in a subsequent period when theamount of impairment loss decreases and the related decrease can be objectively measured. Thecarrying amount of the asset previously impaired is increased to the extent that the new carryingamount does not exceed the amortised cost had no impairment been recognised in prior periods.SWISSCO HOLDINGS LIMITED • ANNUAL REPORT 2011

54Notes to theFinancial StatementsFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 20112. Significant accounting policies (continued)2.8 Financial assets (continued)(e)Impairment (continued)(ii)Financial assets, available-for-saleIn addition to the objective evidence of impairment described in Note 2.8(e)(i), a signifi cantor prolonged decline in the fair value of an equity security below its cost is considered as anindicator that the financial asset, available-for-sale is impaired.If any evidence of impairment exists, the cumulative loss that was previously recognised inother comprehensive income is reclassified to profit or loss. The cumulative loss is measured asthe difference between the acquisition cost (net of any principal repayments and amortisation)and the current fair value, less any impairment loss previously recognised as an expense. Theimpairment losses recognised as an expense on equity securities are not reversed through profitor loss.2.9 BorrowingsBorrowings are presented as current liabilities unless the Group has an unconditional right to defer settlementfor at least 12 months after the balance sheet date, in which case they are presented as non-current liabilities.Borrowings are initially recognised at fair value (net of transaction costs) and subsequently carried at amortisedcost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised inprofit or loss over the period of the borrowings using the effective interest method.2.10 Trade and other payablesTrade and other payables represent liabilities for goods and services provided to the Group prior to the end offinancial year which are unpaid. They are classified as current liabilities if payment is due within one year or less(or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.Trade and other payables are initially measured at fair value, and subsequently carried at amortised cost usingthe effective interest method.2.11 Borrowing costsBorrowing costs are recognised in profi t or loss using the effective interest method except for those coststhat are directly attributable to the acquisition, construction or production of a qualifying asset. This includesthose costs on borrowings acquired specifically for the construction of property, plant and equipment, as wellas those in relation to general borrowings used to finance the construction of property, plant and equipment.Borrowing costs on general borrowings are capitalised by applying a capitalisation rate to constructionexpenditures that are financed by general borrowings.2.12 Fair value estimation of financial assets and liabilitiesThe fair values of financial instruments traded in active markets (such as exchange-traded and over-the-countersecurities and derivatives) are based on quoted market prices at the balance sheet date. The quoted marketprices used for financial assets are the current bid prices; the appropriate quoted market prices for financialliabilities are the current asking prices.The fair values of current financial assets and liabilities carried at amortised cost approximate their carryingamounts.

Notes to theFinancial StatementsFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011552. Significant accounting policies (continued)2.13 Leases(a)When the Group is the lessee:The Group leases motor vehicles under finance leases and office premises under operating leases fromnon-related parties.Finance leasesLeases where the Group assumes substantially all risks and rewards incidental to ownership of theleased assets are classified as finance leases.The leased assets and the corresponding lease liabilities (net of finance charges) under finance leasesare recognised on the balance sheet as property, plant and equipment and borrowings respectively, atthe inception of the leases based on the lower of the fair value of the leased assets and the presentvalue of the minimum lease payments.Each lease payment is apportioned between the finance expense and the reduction of the outstandinglease liability. The fi nance expense is recognised in profi t or loss on a basis that refl ects a constantperiodic rate of interest on the finance lease liability.Operating leasesLeases where substantially all risks and rewards incidental to ownership are retained by the lessors areclassified as operating leases. Payments made under operating leases (net of any incentives receivedfrom the lessors) are recognised in profit or loss on a straight-line basis over the period of the lease.Contingent rents are recognised as an expense in profit or loss when incurred.(b)When the Group is the lessor:2.14 InventoriesThe Group leases certain property, plant and equipment under operating leases to non-related parties.Operating leasesLeases of property, plant and equipment where the Group retains substantially all risks and rewardsincidental to ownership are classified as operating leases. Rental income from operating leases (net ofany incentives given to the lessees) is recognised in profit or loss on a straight-line basis over the leaseterm.Initial direct costs incurred by the Group in negotiating and arranging operating leases are added to thecarrying amount of the leased assets and recognised as an expense in profit or loss over the lease termon the same basis as the lease income.Contingent rents are recognised as income in profit or loss when earned.Inventories are carried at the lower of cost and net realisable value. Cost is determined using the fi rst-in,fi rst-out method. Net realisable value is the estimated selling price in the ordinary course of business, lessapplicable variable selling expenses.SWISSCO HOLDINGS LIMITED • ANNUAL REPORT 2011

56Notes to theFinancial StatementsFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 20112. Significant accounting policies (continued)2.15 Income taxesCurrent income tax for current and prior periods is recognised at the amount expected to be paid to orrecovered from the tax authorities, using the tax rates and tax laws that have been enacted or substantivelyenacted by the balance sheet date.Deferred income tax is recognised for all temporary differences arising between the tax bases of assets andliabilities and their carrying amounts in the financial statements except when the deferred income tax arisesfrom the initial recognition of goodwill or an asset or liability in a transaction that is not a business combinationand affects neither accounting nor taxable profit or loss at the time of the transaction.A deferred income tax liability is recognised on temporary differences arising on investments in subsidiaries,joint ventures and associated companies, except where the Group is able to control the timing of the reversalof the temporary difference and it is probable that the temporary difference will not reverse in the foreseeablefuture.A deferred income tax asset is recognised to the extent that it is probable that future taxable profi t will beavailable against which the deductible temporary differences and tax losses can be utilised.Deferred income tax is measured:(i)(ii)at the tax rates that are expected to apply when the related deferred income tax asset is realised orthe deferred income tax liability is settled, based on tax rates and tax laws that have been enacted orsubstantively enacted by the balance sheet date; andbased on the tax consequence that will follow from the manner in which the Group expects, at thebalance sheet date, to recover or settle the carrying amounts of its assets and liabilities.Current and deferred income taxes are recognised as income or expense in profit or loss, except to the extentthat the tax arises from a business combination or a transaction which is recognised directly in equity. Deferredtax arising from a business combination is adjusted against goodwill on acquisition.2.16 Employee compensationEmployee benefits are recognised as an expense, unless the cost qualifies to be capitalised as an asset.(a)Defined contribution plansDefi ned contribution plans are post-employment benefi t plans under which the Group pays fi xedcontributions into separate entities such as the Central Provident Fund on a mandatory, contractual orvoluntary basis. The Group has no further payment obligations once the contributions have been paid.(b)Share-based compensationThe Group operates equity-settled, share-based compensation plans. The fair value of the employeeservices received in exchange for the grant of options and performance shares is recognised as anexpense with a corresponding increase in reserves over the vesting period. The total amount to berecognised over the vesting period is determined by reference to the fair values of the options andperformance shares granted on the respective dates of grant.At each balance sheet date, the Group revises its estimates of the number of options that are expectedto become excisable and performance share plan awards that are expected to vest on the vestingdates, and recognises the impact of the revision of the estimates in profit and loss, with a correspondingadjustment to reserves over the remaining vesting period.

Notes to theFinancial StatementsFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011572. Significant accounting policies (continued)2.16 Employee compensation (continued)(b)Share-based compensation (continued)The proceeds received from the exercise of options are credited to share capital when the options areexercised. When performance share plan awards are released, the corresponding reserve is transferredto share capital if new shares are issued.2.17 Currency translation(a)Functional and presentation currencyItems included in the financial statements of each entity in the Group are measured using the currencyof the primary economic environment in which the entity operates (“functional currency”). The financialstatements are presented in Singapore Dollar, which is the functional currency of the Company.(b)Transactions and balancesTransactions in a currency other than the functional currency (“foreign currency”) are translated intothe functional currency using the exchange rates at the dates of the transactions. Currency translationdifferences resulting from the settlement of such transactions and from the translation of monetaryassets and liabilities denominated in foreign currencies at the closing rates at the balance sheet date arerecognised in profit or loss.(c)Translation of Group entities’ financial statementsThe results and fi nancial position of all the Group entities (none of which has the currency of ahyperinflationary economy) that have a functional currency different from the presentation currency aretranslated into the presentation currency as follows:(i)(ii)(iii)Assets and liabilities are translated at the closing exchange rates at the reporting date;Income and expenses are translated at average exchange rates (unless the average is not areasonable approximation of the cumulative effect of the rates prevailing on the transaction dates,in which case income and expenses are translated using the exchange rates at the dates of thetransactions); andAll resulting currency translation differences are recognised in other comprehensive income.2.18 Segment reportingOperating segments are reported in a manner consistent with the internal reporting provided to the executivecommittee whose members are responsible for allocating resources and assessing performance of theoperating segments.2.19 Cash and cash equivalentsFor the purpose of presentation in the consolidated statement of cash flows, cash and cash equivalents includecash on hand, deposits with financial institutions which are subject to an insignificant risk of change in value,net of bank overdrafts and bank balances pledged with banks. Bank overdrafts are presented as currentborrowings on the balance sheet.SWISSCO HOLDINGS LIMITED • ANNUAL REPORT 2011

58Notes to theFinancial StatementsFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 20112. Significant accounting policies (continued)2.20 Share capitalOrdinary shares are classified as equity. Incremental costs directly attributable to the issuance of new ordinaryshares are deducted against the share capital account.2.21 Dividends to Company’s shareholdersDividends to Company’s shareholders are recognised when the dividends are approved for payment.2.22 Financial guaranteesThe Company has issued corporate guarantees to banks for borrowings of its subsidiaries and an associatecompany. These guarantees are financial guarantees as they require the Company to reimburse the banks if theborrowing entities fail to make principal or interest payments when due in accordance with the terms of theirborrowings.Financial guarantees are initially recognised at their fair values (if material) plus transaction costs in theCompany’s balance sheet.Financial guarantees are subsequently amortised to profit or loss over the period of the borrowings, unless it isprobable that the Company will reimburse the bank for an amount higher than the unamortised amount. In thiscase, the financial guarantees shall be carried at the expected amount payable to the bank in the Company’sbalance sheet.Intragroup transactions are eliminated on consolidation.2.23 Government grantsGrants from the government are recognised as a receivable at their fair value when there is reasonableassurance that the grant will be received and the Group will comply with all the attached conditions.Government grants receivable are recognised as income over the periods necessary to match them with therelated costs which they are intended to compensate, on a systematic basis. Government grants relating toexpenses are shown separately as other income.2.24 ProvisionsProvisions are recognised when the Group has a present legal or constructive obligation as a result of pastevents, it is more likely than not that an outflow of resources will be required to settle the obligation and theamount has been reliably estimated.

Notes to theFinancial StatementsFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011593. Revenue and other incomeFor thefinancialyear ended31 December2011GroupFor thefinancialperiod from1 March 2010 to31 December2010$’000 $’000Rendering of servicesChartering income, sale of out-port-limit services and related income 37,276 10,329Ship repair and related services 3,191 752Sale of vessels 24,458 –Other maritime services – 942Sales 64,925 12,023Other incomeInterest income - Banks 94 137Government grant - Jobs Credit Scheme – 5Others 77 120171 2624. Other gains/(losses) - netFor thefinancialyear ended31 December2011GroupFor thefinancialperiod from1 March 2010 to31 December2010$’000 $’000- Negative goodwill (Note 32) – 20,371- Gain/(loss) on disposal of property, plant and equipment 4,925 (96)- Amortisation of deferred gain (Note 22) 462 22- Currency translation gains/(losses) - net 727 (341)- Impairment loss on investment in an associated company (Note 16) (353) –5,761 19,956SWISSCO HOLDINGS LIMITED • ANNUAL REPORT 2011

60Notes to theFinancial StatementsFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 20115. Expenses by natureFor thefinancialyear ended31 December2011GroupFor thefinancialperiod from1 March 2010 to31 December2010$’000 $’000Purchase of vessels for sale* 21,550 –Materials and supplies used 8,669 3,814Hire of vessels/barges 174 896Depreciation of property, plant and equipment (Note 18) 9,153 2,772Employee compensation (Note 7) 8,227 3,370Rental expense of office premises 519 233Allowance for /(write back of) impairment on trade and other receivables 434 (410)Upkeep of vessels/barges 3,261 608Vessel insurance 949 301Professional fees 405 171Acquisition related costs [Note 32(d)] – 2,957Fees on audit services paid/payable to auditors of the Company 220 220Fees on non-audit services paid/payable to auditors of the Company 74 13Other expenses 2,745 681Total cost of sales and administrative expenses 56,380 15,626* This also represents the cost of vessels for sale sold during the financial year.6. Finance expensesFor thefinancialyear ended31 December2011GroupFor thefinancialperiod from1 March 2010 to31 December2010$’000 $’000Interest expense- Bank borrowings 3,288 1,044- Finance lease liabilities 2 33,290 1,047Loan structuring fees 518 –3,808 1,047

Notes to theFinancial StatementsFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011617. Employee compensationFor thefinancialyear ended31 December2011GroupFor thefinancialperiod from1 March 2010 to31 December2010$’000 $’000Wages and salaries 7,379 3,243Employer’s contribution to defined contribution plans includingCentral Provident Fund 219 72Performance share expense [Note 24(b)(iii)] 395 –Other staff benefits 234 558,227 3,3708. Income taxes(a)Income tax expense/(credit)For thefinancialyear ended31 December2011GroupFor thefinancialperiod from1 March 2010 to31 December2010$’000 $’000Tax expense attributable to profit is made up of:- Current income tax 1,148 50- Deferred income tax 401 –1,549 50Under/(over) provision in prior financial years- Current income tax 772 (425)- Deferred income tax 321 –Total 2,642 (375)SWISSCO HOLDINGS LIMITED • ANNUAL REPORT 2011

62Notes to theFinancial StatementsFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 20118. Income taxes (continued)(b)The tax expense on profit differs from the amount that would arise using the Singapore standard rate ofincome tax as explained below:For thefinancialyear ended31 December2011GroupFor thefinancialperiod from1 March 2010 to31 December2010$’000 $’000Profit before tax 10,823 15,114Share of (profit)/loss of associated company and joint ventures (154) 454Profit before tax and share of (profit)/loss of associate and jointventures 10,669 15,568Tax calculated at a tax rate of 17% (2010: 17%) 1,814 2,647Effects of- Singapore statutory stepped income exemption (78) –- Income not subjected to tax (1,556) (3,463)- Expenses not deductible for tax purposes 368 515- Tax losses for which no deferred income tax asset was recognised 1,001 351Tax charge 1,549 50Deferred income tax assets are recognised for tax losses carried forward to the extent that realisation ofthe related tax benefits through future taxable profits is probable. The Group has unrecognised unutilisedtax losses of $7,950,000 (31 December 2010: $2,062,000) at the balance sheet date which can becarried forward and used to offset against future taxable income subject to meeting certain statutoryrequirements. These tax losses have no expiry date.(c)Deferred income taxesMovement in deferred income tax liabilities is as follows:Group2011 2010$’000 $’000Beginning of financial year/period 1,482 –Acquisition of subsidiary – 1,482Tax charge to profit or loss– in respect of current financial year 401 –– in respect of prior financial years 321 –End of financial year/period 2,204 1,482Represented by:Accelerated tax depreciation 2,204 1,482Deferred tax liabilities are expected to be settled after one year.

Notes to theFinancial StatementsFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011639. Earnings per share(a)Basic earnings per shareBasic earnings per share is calculated by dividing the net profi t attributable to equity holders of theCompany by the weighted average number of ordinary shares outstanding during the financial year.For thefinancialyear ended31 December2011GroupFor thefinancialperiod from1 March 2010 to31 December2010Net profit attributable to equity holders of the Company ($’000) 8,181 15,489Weighted average number of ordinary shares outstanding (‘000) 431,823 411,697Basic earnings per share (cents per share) 1.9 3.8(b)Diluted earnings per shareFor the purpose of calculating diluted earnings per share, profi t attributable to equity holders of theCompany and the weighted average number of ordinary shares outstanding are adjusted for the effectsof all dilutive potential ordinary shares. The dilutive potential ordinary shares of the Company areperformance shares. The adjustment made represents the number of shares expected to vest.Diluted earnings per share attributable to equity holders of the Company are calculated as follows:For thefinancialyear ended31 December2011GroupFor thefinancialperiod from1 March 2010 to31 December2010Net profit attributable to equity holders of the Company ($’000) 8,181 15,489Weighted average number of ordinary shares outstanding (’000) 431,823 411,697Adjustment for performance shares granted (’000) 2,150 –433,973 411,697Diluted earnings per share (cents per share) 1.9 3.8SWISSCO HOLDINGS LIMITED • ANNUAL REPORT 2011

64Notes to theFinancial StatementsFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 201110. Cash and cash equivalentsGroupCompany2011 2010 2011 2010$’000 $’000 $’000 $’000Cash at bank and on hand 27,864 17,802 978 3,113For the purpose of presenting the consolidated statement of cash flow, cash and cash equivalents comprise thefollowing:Group2011 2010$’000 $’000Cash and bank balances (as above) 27,864 17,802Less: Bank deposits pledged (5,612) –Cash and cash equivalents per consolidated statement of cash flows 22,252 17,802Bank deposits were pledged as security to a bank for issuance of performance guarantees to a customer.11. Financial assets, available-for-saleGroup2011 2010$’000 $’000Beginning of financial year/period 27,270 –Acquisition of subsidiary (Note 32) – 29,160Fair value loss recognised in other comprehensive loss [Note 24(b)(ii)] (12,825) (1,890)End of financial year/period 14,445 27,270Financial assets, available-for-sale are analysed as follows:Group2011 2010$’000 $’000Listed security- Equity security – Singapore 14,445 27,270Financial assets, available-for-sale with a carrying amount of $13,375,000 are pledged as securities for bankborrowings (Note 20).

Notes to theFinancial StatementsFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 20116512. Trade and other receivablesGroupCompany2011 2010 2011 2010$’000 $’000 $’000 $’000CurrentTrade receivables:- Non-related parties 18,070 12,129 – –- Associated company 1,047 461 – –- Joint venturer 699 887 – –- Subsidiary – – 3,292 2,56119,816 13,477 3,292 2,561Less: Allowance for impairment of tradereceivables (1,949) (1,515) – –17,867 11,962 3,292 2,561Other receivables:- Non-related parties – 45 – –- Subsidiaries – – 9,546 414- Associated company 28 – – –28 45 9,546 414Current trade and other receivables 17,895 12,007 12,838 2,975Non-currentOther receivable:- Joint venture 13,132 11,229 13,132 11,229Total trade and other receivables 31,027 23,236 25,970 14,204The other receivables from subsidiaries and associated company are unsecured, interest-free and are repayableon demand.The non-current other receivable from a joint venture is unsecured and interest-free. The amount is intendedto be a long-term source of additional capital for the joint venture. Settlement of the receivable is neitherplanned nor likely to occur in the foreseeable future. As a result, management considers the receivable to bein substance part of the Company’s net investment in the joint venture, and has stated the receivable at cost inaccordance with Note 2.6.13. InventoriesGroup2011 2010$’000 $’000Steel plates for repair works 162 159The cost of inventories recognised as an expense and included in “cost of sales” amounted to $125,076 (31December 2010: $24,082).SWISSCO HOLDINGS LIMITED • ANNUAL REPORT 2011

66Notes to theFinancial StatementsFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 201114. Other current assetsGroupCompany2011 2010 2011 2010$’000 $’000 $’000 $’000Prepayments 338 852 23 683Advances to shipbuilders 15,218 – – –Deposits 70 285 – –Others 319 196 – –15,945 1,333 23 68315. Investments in subsidiariesCompany2011 2010$’000 $’000Unquoted equity shares, at cost 177,937 177,887At 31 December 2010, the Company’s equity shares in Swissco International Pte Ltd with a carrying amountof $177,887,000 were pledged as security for bank borrowings. These bank borrowings were repaid and thepledge was discharged in 2011.Details of subsidiaries are as follows:Name of companiesPrincipal activitiesCountry ofincorporation/businessEquity holding2011 2010$’000 $’000% %Held by the CompanySwissco Energy Services Pte Ltd (a)Ship trader and provisionof maritime supportservicesSingapore 100 100Swissco International Pte Ltd (a) Investment holding Singapore 100 100

Notes to theFinancial StatementsFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 20116715. Investments in subsidiaries (continued)Details of subsidiaries are as follows: (continued)Name of companiesPrincipal activitiesCountry ofincorporation/businessEquity holding2011 2010$’000 $’000% %Subsidiaries of Swissco International Pte Ltd:Swissco Offshore Pte Ltd (a)Singapore Marine Logistics Pte Ltd (a)Swissco Asia Pte Ltd (a)Operator of offshoresupport vessels, shipchartering, provision ofmarine logistics servicesand related businessShip repair andmaintenance and relatedservicesShip owner and shipoperatorSingapore 100 100Singapore 100 100Singapore 100 100Swissco Offshore Limited (b)Holding the Seychellesflaggedvessels in trustfor Swissco OffshorePte LtdRepublic ofSeychelles100 100Swissco Maritime Pte Ltd (a)Swissco Ship Services Pte Ltd (a)SW Maritime Pte Ltd(a) (c)ShipShip owner and shipoperatorShip owner and shipoperatorowner and shipoperatorSingapore 100 100Singapore 100 100Singapore 100 –(a) Audited by PricewaterhouseCoopers LLP, Singapore.(b) Not required to be audited under the laws of the country of incorporation.(c) Incorporated on 8 July 2011.SWISSCO HOLDINGS LIMITED • ANNUAL REPORT 2011

68Notes to theFinancial StatementsFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 201116. Investment in an associated companyGroup2011 2010$’000 $’000Beginning of financial year/period 353 –Acquisition of subsidiary (Note 32) – 353Share of profits – *Provision for impairment loss (Note 4) (353) –End of financial year/period – 353* Less than $1,000The summarised financial information of the associated company, not adjusted for the proportion of ownershipinterest held by the Group, is as follows:Group2011 2010$’000 $’000- Assets 4,534 8,649- Liabilities 4,303 7,929- Revenue 216 368- Net (loss)/profit (371) 1Details of the associated company are as follows:Name of companyPrincipal activitiesCountry ofincorporation/businessEquity holding2011 2010$’000 $’000% %PT Swissco Indonesia (a)Ship owner and shipoperatorIndonesia 49 49(a)No audit was performed for the current financial year as the associated company is in the process of voluntary liquidation.Previously audited by Johan Malonda Astika & Rekan.

Notes to theFinancial StatementsFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 20116917. Investment in joint venturesGroupCompany2011 2010 2011 2010$’000 $’000 $’000 $’000Equity Investment at cost 50 50Beginning of financial year/period 2,274 2,946Currency translation differences 26 (239)Acquisition of subsidiary (Note 32) – 21Share of profits/(losses) 154 (454)End of financial year/period 2,454 2,274The following amounts represent the Group’s share of the assets and liabilities and income and expenses of thejoint ventures:Group2011 2010$’000 $’000- Assets 33,862 18,724- Liabilities (31,408) (16,450)Net assets 2,454 2,274- Revenue 7,681 1,911- Expenses (7,527) (2,365)Net profit/(loss) 154 (454)Proportionate interest in joint venture’s capital commitments 6,674 5,258Details of the joint ventures are as follows:Name of companiesPrincipal activitiesCountry ofincorporation/businessGroup’seffective interest2011 2010$’000 $’000% %Hadi International Marine Services Investment holding Singapore 50 50Pte Ltd (a)Valueright International Ltd (b)Shipowners, managers,charterersBritish VirginIslands50 50SW Marine (M) Sdn Bhd (c)Ship chartering andrelated logistics servicesMalaysia 49 (d) 49 (d)(a)(b)(c)(d)Audited by PricewaterhouseCoopers LLP, Singapore.Not required to be audited under the laws of the country of incorporation.Audited by JB Lau & Khoo.SW Marine Sdn Bhd is deemed to be a joint venture of the Group as the appointment of its directors and the allocation ofvoting rights for key business decisions require the unanimous approval of its venturers.SWISSCO HOLDINGS LIMITED • ANNUAL REPORT 2011

70Notes to theFinancial StatementsFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 201118. Property, plant and equipmentGroupVessels/bargesLeaseholdbuilding andimprovementsMotorvehiclesFurniture,fittings andcomputersPlant andequipmentVesselsunderconstructionTotal$’000 $’000 $’000 $’000 $’000 $’000 $’000CostAt 1 January 2011 161,477 4,151 168 204 479 9,370 175,849Additions 705 63 – 25 9 12,253 13,055Disposals (52,931) – (9) (4) (167) (2,552) (55,663)Transfer from vesselsunder construction 11,073 – – – – (11,073) –At 31 December 2011 120,324 4,214 159 225 321 7,998 133,241AccumulateddepreciationAt 1 January 2011 2,659 8 17 10 81 – 2,775Depreciation 8,832 32 57 37 195 – 9,153Disposals (10,949) – (5) – (164) – (11,118)At 31 December 2011 542 40 69 47 112 – 810Net book valueAt 31 December 2011 119,782 4,174 90 178 209 7,998 132,431CostAt 1 March 2010 – – – – 16 – 16Acquisition ofsubsidiary (Note 32) 159,620 4,000 252 174 751 7,046 171,843Additions 2,945 151 – 30 – 2,324 5,450Disposals (1,088) – (84) – (288) – (1,460)At 31 December 2010 161,477 4,151 168 204 479 9,370 175,849AccumulateddepreciationAt 1 March 2010 – – – – 3 – 3Depreciation 2,659 8 17 10 78 – 2,772At 31 December 2010 2,659 8 17 10 81 – 2,775Net book valueAt 31 December 2010 158,818 4,143 151 194 398 9,370 173,074A motor vehicle with carrying amount of $8,960 at 31 December 2011 (31 December 2010: $9,000) is registeredin the name of an employee who holds it in trust for the Group.The leasehold building and vessels of the Group with a total carrying amount of $108,726,000 (31 December2010: $105,298,000) are pledged as securities for bank borrowings (Note 20).The carrying amount of motor vehicles held under finance leases is $19,692 (31 December 2010: $61,000) atthe balance sheet date.

Notes to theFinancial StatementsFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 20117119. Trade and other payablesGroupCompany2011 2010 2011 2010$’000 $’000 $’000 $’000Trade payables- Non-related parties 6,174 4,534 – –Other payables- Non-related parties 88 281 81 192- Joint venturer 523 523 523 523- Subsidiaries – – 76,640 27,078611 804 77,244 27,793Payables for purchase of property, plant andequipment 203 711 – –Other accruals for operating expenses 3,244 3,281 974 777Advances received for sale of vessels 10,357 – – –Advances received for charter of vessels 5,605 – – –Deposits received – 190 – –Total trade and other payables 26,194 9,520 78,218 28,570The other payables to a joint venturer and subsidiaries are unsecured, interest-free and are repayable ondemand.20. BorrowingsGroupCompany2011 2010 2011 2010$’000 $’000 $’000 $’000CurrentBank borrowings 55,981 102,915 26,284 60,398Finance lease liabilities (Note 21) 9 12 – –55,990 102,927 26,284 60,398Non-currentBank borrowings 39,531 26,400 16,251 26,400Finance lease liabilities (Note 21) 20 29 – –39,551 26,429 16,251 26,400Bank borrowings are variable rate borrowings with repricing within 1 month to 6 months (31 December 2010: 1month to 6 months) of the balance sheet date.SWISSCO HOLDINGS LIMITED • ANNUAL REPORT 2011

72Notes to theFinancial StatementsFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 201120. Borrowings (continued)(a)Security grantedTotal borrowings include secured liabilities of the Group and Company of $81,261,000 (2010:$112,193,000) and $39,190,000 (2010: $82,265,000) respectively as at balance sheet date, as follows:(i)(ii)(iii)(iv)Bank borrowings of the Group and Company of $74,231,000 (2010: $59,914,000) and$32,189,000 (2010: $30,027,000) respectively are secured over certain vessels and leaseholdbuilding (Note 18).Bank borrowings of the Group and Company of $7,001,000 (2010: Nil) and $7,001,000 (2010: Nil)respectively are secured over the financial assets, available-for-sale (Note 11).Finance lease liabilities of the Group of $29,000 (2010: $41,000) are effectively secured over theleased motor vehicles (Note 18), as the legal title is retained by the lessor and will be transferredto the Group upon full settlement of the finance lease liabilities.Bank borrowings of the Group and Company of $52,238,000 as at 31 December 2010 weresecured over the equity shares of a subsidiary (Note 15).(b)Fair value of non-current borrowingsGroupCompany2011 2010 2011 2010$’000 $’000 $’000 $’000Bank borrowings 39,531 26,400 16,251 26,400Finance lease liabilities (Note 21) 20 29 – –The carrying amounts of non-current borrowings approximate their fair values as these are variable rateborrowings.(c)Borrowing covenantsThe Company’s borrowings are subject to covenant clauses, both financial and non-financial. The Groupand Company were in compliance with externally imposed capital requirements for the financial yearended 31 December 2011.In previous financial year, the Group and the Company did not fulfill certain financial covenants relatingto current bank borrowings of the Group and Company of $52,238,000 which was drawn down topartially fi nance the acquisition of Swissco International Pte Ltd (“Bridging Loan”). Accordingly, theaffected bank was contractually entitled to request for immediate repayment of the outstandingborrowings. In that same year, the Company completed its negotiations with the same bank to refinancethe affected current bank borrowings into a combination of long-term and short-term loans.

Notes to theFinancial StatementsFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 20117321. Finance lease liabilitiesGroup2011 2010$’000 $’000Minimum lease payments due- Not later than one year 11 14- Between one and five years 25 3636 50Less: Future finance charges (7) (9)Present value of finance lease liabilities 29 41The present values of finance lease liabilities are analysed as follows:Not later than one year (Note 20) 9 12Later than one but not later than five years (Note 20) 20 2929 4122. Deferred gainDeferred gain, which relates to the Group’s share of the unrealised gains arising from the disposal of vesselsto an associated company, is credited to profit or loss on a straight-line basis over the period to match thedepreciation of the disposed vessels, which is included in the share of associated company’s results for thefinancial period. Movements in deferred gain are as follows:Group2011 2010$’000 $’000Beginning of financial year/period 1,502 –Acquisition of subsidiary (Note 32) – 1,524Reversal of deferred gain* (1,040) –Amortisation of deferred gain (Note 4) (462) (22)End of financial year/period – 1,502* During the financial year, the Group re-purchased a vessel previously sold to the associated company. Accordingly, thecorresponding deferred gain was reversed.SWISSCO HOLDINGS LIMITED • ANNUAL REPORT 2011

74Notes to theFinancial StatementsFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 201123. Share capitalNo. ofordinarysharesIssuedsharecapital‘000AmountSharecapital$’000Group and CompanyAt 1 January 2011 and 31 December 2011 431,823 91,681At 1 March 2010 403,891 78,670Issue of shares 27,932 13,011At 31 December 2010 431,823 91,681All issued ordinary shares are fully paid. There is no par value for these ordinary shares.On 21 September 2010, the Company issued 27,932,169 ordinary shares as part of the purchase considerationfor the acquisition of Swissco International Pte Ltd (Note 32). The newly issued shares rank pari passu in allrespects with the previously issued shares.Share optionsThe Swissco Holdings Employee Share Option Scheme (the “Scheme”) for employees and directors of theGroup was approved by members of the Company at an Extraordinary General Meeting on 1 November 2010.The purpose of the Scheme is to attract, retain and give recognition to employees who have contributed to thesuccess and development of the Group.The exercise price of the options shall be determined by the Remuneration Committee at:(i)(ii)the average of the last dealt prices of the Company’s ordinary shares as quoted on the SingaporeExchange for five consecutive market days immediately preceding the date of the grant (“Market Price”);ora discount not exceeding 20% of the Market Price. The quantum of such discount shall be determinedby the Remuneration Committee and approved by the shareholders in a general meeting.Options granted at a discount under the Scheme are subject to a vesting period of 2 years from grant date,while those granted at Market Price are subject to a vesting period of 1 year from grant date. Once the optionsare vested, they are exercisable for a period of 10 years.There were no share options granted under the Scheme in 2011 and 2010.Performance sharesThe Swissco Holdings Performance Share Plan (the “Plan”) for executive directors and managers of the Groupwas approved by members of the Company at an Extraordinary General Meeting on 1 November 2010. Thepurpose of the Plan is to attract, retain and give recognition to the employees who have contributed to thesuccess and development of the Group as well as motivate the employees to contribute towards the Group’slong term prosperity.

Notes to theFinancial StatementsFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 20117523. Share capital (continued)Performance shares (continued)Performance shares under the Plan shall be awarded to executive directors and managers of the Groupconditional upon the Group meeting or exceeding a prescribed performance target during the performanceperiod. The Remuneration Committee may prescribe a vesting schedule pursuant to which the award shall vestat the end of each performance period, provided the performance target has been met.On 29 April 2011, 2,150,396 performance shares were granted pursuant to the Plan. 50% of the shares will vestafter the first anniversary of the grant date and the remaining 50% after the second anniversary of the grantdate. The fair value of the performance shares was determined based on the closing market price at grant dateof $0.295 discounted by the expected future dividend yield of 0.015% over the vesting period.The movements in the number of performance shares during the financial year were as follows:Group and CompanyDate of grantBeginning offinancial yearGranted duringfinancial yearEnd offinancial yearEstimated fair valueper shareat grant date29 April 2011 – 2,150,396 2,150,396 $0.295No shares have vested or were issued during the year.24. Other reservesGroupCompany2011 2010 2011 2010$’000 $’000 $’000 $’000(a)Composition:Currency translation reserve (481) (592) – –Fair value reserve (14,715) (1,890) – –Performance share reserve 395 – 395 –(14,801) (2,482) 395 –Other reserves are non-distributable.SWISSCO HOLDINGS LIMITED • ANNUAL REPORT 2011

76Notes to theFinancial StatementsFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 201124. Other reserves (continued)GroupCompany2011 2010 2011 2010$’000 $’000 $’000 $’000(b)Movements:(i)Currency translation reserveBeginning of financial year/period (592) (247) – –Net currency translation differencesarising on consolidation 111 (345) – –End of financial year/period (481) (592) – –(ii)Fair value reserveBeginning of financial year/period (1,890) – – –Financial assets, available-for- sale:- Fair value losses (Note 11) (12,825) (1,890) – –End of financial year/period (14,715) (1,890) – –(iii)Performance share reserveBeginning of financial year/period – – – –Performance share plan- Value of employee service (Note 7) 395 – 395 –End of financial year/period 395 – 395 –25. Retained earnings/(accumulated losses)(a)(b)The retained earnings of the Group are distributable except for accumulated retained profi ts ofassociated company and joint ventures amounting to $2,383,248 (31 December 2010: $2,126,663).Retained earnings of the Company are distributable.Movement in accumulated losses for the Company is as follows:Company2011 2010$’000 $’000Beginning of financial year/period (11,121) (6,261)Total comprehensive income/(loss) 3,249 (4,860)End of financial year/period (7,872) (11,121)Movements in retained earnings for the Group are shown in the Consolidated Statement of Changes inEquity.

Notes to theFinancial StatementsFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 20117726. DividendsAt the Annual General Meeting on 30 April 2012, a final dividend of 0.3 cents per share amounting to a totalof $1,295,000 will be recommended. These fi nancial statements do not refl ect this dividend, which will beaccounted for in shareholders’ equity as an appropriation of retained profits in the financial year ending 31December 2012.27. Commitments(a)Operating lease commitments - where the Group is a lesseeThe Group leases office premises under non-cancellable operating lease agreements. The leases havevarying terms and renewal rights.The future minimum lease payables under non-cancellable operating leases contracted for at thebalance sheet date but not recognised as liabilities, are as follows:Group2011 2010$’000 $’000Not later than one year 235 401Between one and five years 838 748More than five years 4,168 4,1355,241 5,284(b)Operating lease commitments - where the Group is a lessorThe Group has entered into charter hire leases on its fleet of vessels. The leases have varying terms,renewal rights and purchase options.The future minimum lease receivables under non-cancellable operating leases contracted for at thebalance sheet date but not recognised as receivables, are as follows:Group2011 2010$’000 $’000Not later than one year 13,805 5,840Between one and five years 12,810 –26,615 5,840(c)Capital commitmentsCapital expenditure contracted for at the balance sheet date but not recognised in the fi nancialstatements excluding those relating to investment in joint ventures (Note 17), are as follows:Group2011 2010$’000 $’000Property, plant and equipment 43,571 21,205SWISSCO HOLDINGS LIMITED • ANNUAL REPORT 2011

78Notes to theFinancial StatementsFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 201128. Contingent liabilitiesCorporate guaranteesGroupCompany2011 2010 2011 2010$’000 $’000 $’000 $’000Unsecured corporate guarantees given tobanks for borrowings of subsidiaries andan associated company – 2,965 34,321 2,00029. Financial risk managementFinancial risk factorsThe Group’s activities expose it to market risk (including currency risk, interest rate risk and price risk), creditrisk and liquidity risk. The Group’s overall risk management strategy seeks to minimise adverse effects from theunpredictability of financial markets on the Group’s financial performance.The Board of Directors is responsible for setting the objectives and underlying principles of fi nancial riskmanagement for the Group. The management team then establishes the detailed policies such as authoritylevels, oversight responsibilities, risk identification and measurement and risk exposure limits such as customercredit limits, in accordance with the objectives and underlying principles approved by the Board of Directors.Financial risk management is carried out by the Finance Department in accordance with policies set bymanagement team. The Finance Department measures the actual exposures against the limits set and preparesregular reports for review by the management team and the Board of Directors.(a)Market risk(i)Currency riskThe Group is exposed to foreign exchange risk primarily with respect to United States Dollar(“USD”) as signifi cant sales and purchases are denominated in USD. The Group does notundertake any foreign exchange contracts to hedge its USD exposure as the managementmatches financial assets and liabilities denominated in USD whenever possible.The Company’s transactions are predominantly denominated in the Singapore Dollar (“SGD”) andthere is no significant exposure to foreign currency risk.

Notes to theFinancial StatementsFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 20117929. Financial risk management (continued)(a)Market risk (continued)(i)Currency risk (continued)The Group’s currency exposure based on the information provided to key management is asfollows:SGD USD Total$’000 $’000 $’000At 31 December 2011Financial assetsCash and cash equivalents 5,814 22,050 27,864Financial assets, available-for-sale 14,445 – 14,445Trade and other receivables 2,134 15,761 17,89522,393 37,811 60,204Financial liabilitiesTrade and other payables 3,988 22,206 26,194Borrowings 72,995 22,546 95,54176,983 44,752 121,735Net financial liabilities (54,590) (6,941) (61,531)Add: Net financial liabilities denominated in therespective entities’ functional currencies 54,590 –Less: Firm commitments in foreign currency* – (65,390)Currency exposure on financial liabilities – (72,331)* Net expenditure contracted for the purchase and sale of vessels/bargesSGD USD Total$’000 $’000 $’000At 31 December 2010Financial assetsCash and cash equivalents 12,954 4,848 17,802Financial assets, available-for-sale 27,270 – 27,270Trade and other receivables 2,139 9,868 12,07742,363 14,716 57,079Financial liabilitiesTrade and other payables 5,562 3,958 9,520Borrowings 106,212 23,144 129,356111,774 27,102 138,876Net financial liabilities (69,411) (12,386) (81,797)Add: Net financial liabilities denominated in therespective entities’ functional currencies 69,411 –Less: Firm commitments in foreign currency* – (20,425)Currency exposure on financial liabilities – (32,811)* Expenditure contracted for the purchase of vessels/bargesSWISSCO HOLDINGS LIMITED • ANNUAL REPORT 2011

80Notes to theFinancial StatementsFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 201129. Financial risk management (continued)(a)Market risk (continued)(i)Currency risk (continued)At 31 December 2011, if the USD had strengthened/weakened by 5% (2010: 5%) against theSGD with all other variable including tax rate being held constant, the Group’s profi t after taxfor the financial period would have been $347,050 (2010: $619,300) lower/higher as a result ofnet currency translation effects on the net financial liability position of the Group denominated inUSD.(ii)Price riskThe Group is exposed to equity securities price risk on investments classified as financial assets,available-for-sale. These securities are listed in Singapore. The Group monitors closely theperformance of the investee company, including its trading price. The Group is not exposed tocommodity price risk.If prices for the equity securities listed in Singapore had changed by 10% (2010: 8%) respectivelywith all other variables including tax rate being held constant, the Group’s equity would have been$1,444,500 (31 December 2010: $2,181,600) higher/lower.The Company is not exposed to equity securities and commodity price risks.(iii)Cash flow interest rate risksCash fl ow interest rate risk is the risk that the future cash fl ows of a fi nancial instrument willfluctuate because of changes in market interest rates. Fair value interest rate risk is the risk thatthe fair value of a financial instrument will fluctuate due to changes in market interest rates. As theGroup has no significant interest-bearing assets, the Group’s income and operating cash flowsare substantially independent of changes in market interest rates.The Group is exposed to cash fl ow interest rate risk arising mainly from its variable-rateborrowings. The Group may enter into derivative contracts to hedge its interest rate risks.If the interest rates had increased/decreased by 1% (31 December 2010: 1%) with all othervariables including tax rate being held constant, the profi t after tax will be lower/higher by$955,000 (31 December 2010: $1,294,000) as a result of higher/lower interest expense on theseborrowings.(b)Credit riskCredit risk refers to the risk that a counterparty will default on its contractual obligations resulting infi nancial loss to the Group. For trade receivables, the Group adopts the policy of dealing only withcustomers of appropriate credit history, and obtaining sufficient security where appropriate to mitigatecredit risk. For other financial assets, the Group adopts the policy of dealing only with high credit qualitycounterparties. The Group regularly monitors the counterparty’s payment profile and credit exposure atthe entity level.As the Group and the Company do not hold any collateral, the maximum exposure to credit risk for eachclass of financial instruments is the carrying amount of that class of financial instruments presented onthe balance sheet, except for the corporate guarantees of the Group and Company disclosed in Note 28.The Group’s and Company’s major classes of financial assets are cash and cash equivalents, financialassets, available-for-sale and trade and other receivables.

Notes to theFinancial StatementsFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 20118129. Financial risk management (continued)(b)Credit risk (continued)The credit risk for trade receivables based on the information provided by key management is as follows:Group2011 2010$’000 $’000By operating segmentsVessel chartering 13,527 11,852Ship repair and maintenance services 935 738Other maritime services 5,354 88719,816 13,477The trade receivables of the Group comprise 3 (2010: 5) debtors that individually represented 5 to 10%of trade receivables.(i)Financial assets that are neither past due nor impairedBank deposits are neither past due nor impaired as these are mainly deposits with reputablebanks. Financial assets, available-for-sale which refers to an investment in a Singapore listedsecurity, is neither past due or impaired as there is an active trading market for the security andthere is no significant or prolonged decline in its fair value. Trade receivables that are neither pastdue nor impaired are substantially companies with a good collection track record with the Group.(ii)Financial assets that are past due and/or impairedThere is no other class of fi nancial assets that is past due and/or impaired except for tradereceivables.The age analysis of trade receivables past due but not impaired is as follows:Group2011 2010$’000 $’000Past due 0 to 3 months 10,538 6,483Past due 3 to 6 months 2,315 1,577Past due over 6 months 1,443 1,11114,296 9,171SWISSCO HOLDINGS LIMITED • ANNUAL REPORT 2011

82Notes to theFinancial StatementsFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 201129. Financial risk management (continued)(b)Credit risk (continued)(ii)Financial assets that are past due and/or impaired (continued)The carrying amount of trade receivables individually determined to be impaired and themovement in the related allowance for impairment is as follows:Group2011 2010$’000 $’000Past due 0 to 3 months 126 8Past due 3 to 6 months 25 22Past due over 6 months 1,798 1,4851,949 1,515Less: Allowance for impairment (1,949) (1,515)– –Beginning of financial year/period 1,515 –Acquisition of subsidiary – 1,925Allowance made/(written back) 434 (410)End of financial year/period 1,949 1,515The individually impaired receivables mainly relate to customers that are in financial difficultiesand whose payments are not forthcoming.(c)Liquidity riskThe table below analyses the maturity profile of the Group’s and Company’s financial liabilities based oncontractual undiscounted cash flows.Less than1 yearBetween1 and 2yearsBetween2 and 5years$’000 $’000 $’000GroupAt 31 December 2011Trade and other payables 26,194 – –Borrowings 58,104 12,345 31,99684,298 12,345 31,996At 31 December 2010Trade and other payables 9,520 – –Borrowings 105,239 4,193 24,501Corporate guarantees provided to banks for borrowingsof an associated company 2,965 – –117,724 4,193 24,501

Notes to theFinancial StatementsFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 20118329. Financial risk management (continued)(c)Liquidity risk (continued)Less than1 yearBetween1 and 2yearsBetween2 and 5years$’000 $’000 $’000CompanyAt 31 December 2011Trade and other payables 78,218 – –Borrowings 26,530 9,062 7,530Corporate guarantees provided to banks for borrowingsof subsidiaries 12,716 – 21,605117,464 9,062 29,135At 31 December 2010Trade and other payables 28,570 – –Borrowings 62,238 4,171 24,487Corporate guarantees provided to banks for borrowingsof subsidiaries 2,000 – –92,808 4,171 24,487The Group and Company manage the liquidity risk by maintaining sufficient cash and available-for-salefinancial assets, and available funding through an adequate amount of credit facilities to enable them tomeet their normal operating commitments.As at 31 December 2011, the Group’s current liabilities exceed its current assets by $7,168,000. Thedirectors expect that the Group will be able to meet its liabilities as and when they fall due on thebasis of the expected cash flows from its operations, available-for-sale financial assets and undrawncommitted credit facilities.(d)Capital riskThe Group’s objectives when managing capital are to safeguard the Group’s ability to continue as agoing concern and to maintain an optimal capital structure so as to maximise shareholder value. Inorder to maintain or achieve an optimal capital structure, the Group may adjust the amount of dividendpayment, return capital to shareholders, issue new shares or obtain new borrowings.Management monitors capital based on a gearing ratio. The gearing ratio is calculated as net borrowingsdivided by total equity. Net borrowings are calculated as borrowings less cash and cash equivalents.Group2011 2010$’000 $’000Net borrowings 67,677 111,554Total equity 99,094 103,232Gearing ratio 0.68 1.08SWISSCO HOLDINGS LIMITED • ANNUAL REPORT 2011

84Notes to theFinancial StatementsFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 201129. Financial risk management (continued)(d)Capital risk (continued)The Group and Company were in compliance with externally imposed capital requirements for thefinancial year ended 31 December 2011.In previous financial year, the Group and Company were in compliance with external imposed capitalrequirements except as disclosed in Note 20(c).(e)Fair value measurementsThe following table presents assets and liabilities measured at fair value and classified by level of thefollowing fair value measurement hierarchy:(a) quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);(b)(c)inputs other than quoted prices included within Level 1 that are observable for the asset orliability, either directly (i.e. as prices) or indirectly (i.e. derived from prices) (Level 2); andinputs for the asset or liability that are not based on observable market data (unobservable inputs)(Level 3).Level 1 Level 2 Level 3 Total$’000 $’000 $’000 $’000Group and Company31 December 2011AssetFinancial assets, available-for-sale- Equity securities 14,445 – – 14,44531 December 2010AssetFinancial assets, available-for-sale- Equity securities 27,270 – – 27,270There are no liabilities measured at fair value at 31 December 2011 and at 31 December 2010.The fair value of the available-for-sale securities is based on quoted market prices at the balance sheetdate. The quoted market price used for these financial assets held by the Group is the current bid price.These instruments are included in Level 1.The carrying value less impairment provision of trade receivables and payables are assumed toapproximate their fair values. The fair value of borrowings approximates their carrying amount as theseborrowings are at variable rates with repricing within 1 month to 6 months of the balance sheet date.

Notes to theFinancial StatementsFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 20118529. Financial risk management (continued)(f)Financial instruments by categoryThe carrying amount of the different categories of financial instruments is as follows:GroupCompany2011 2010 2011 2010$’000 $’000 $’000 $’000Financial assets, available-for-sale 14,445 27,270 – –Loans and receivables 45,759 29,809 13,816 6,088Financial liabilities at amortised cost 121,735 138,876 120,753 115,36830. Related party transactionsIn addition to the information disclosed elsewhere in the fi nancial statements, the following related partytransactions took place between the Group and related parties at terms agreed between the parties:(a)Sales and purchases of goods and servicesFor thefinancialyear ended31 December2011GroupFor thefinancialperiod from1 March 2010 to31 December2010$’000 $’000Rental expenses paid to a company in which a director is ashareholder and director 204 185Consultancy fees paid to a director 40 –Professional fees paid to a company in which a director is a partner – 93Revenue earned from rendering of services to a joint venturer – 941Payment made on behalf by a joint venturer – 523Chartering fees paid to an associated company – 320Chartering income earned from the associated company 1,107 –Outstanding balances at 31 December 2011, arising from sale/purchase of services, are set out in Notes12 and 19.Guarantees were provided by the Group to an associated company in 2010, as set out in Note 28.SWISSCO HOLDINGS LIMITED • ANNUAL REPORT 2011

86Notes to theFinancial StatementsFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 201130. Related party transactions (continued)(b)Key management personnel compensationThe key management personnel compensation is as follows:For thefinancialyear ended31 December2011GroupFor thefinancialperiod from1 March 2010 to31 December2010$’000 $’000Salaries and other short-term employee benefits 2,463 956Employer’s contribution to defined contribution plans, includingCentral Provident Fund 82 31Directors’ fees 192 426Share based expense 395 –3,132 1,413Included in the above is total compensation to directors of the Company amounting to $2,084,000 (31December 2010: $747,000).31. Segment informationManagement has determined the operating segments based on the organisation of the Group. The results ofthese operating segments are reviewed by the Executive Committee (“Exco”) to make strategic decisions. TheExco comprises the Executive Chairman, Chief Executive Officer, Executive Director and Chief Financial Officer.The Group is organised into three main operating segments:• Vessel chartering (including sale of out-port-limit services and related income)••Ship repair and maintenance servicesMaritime related services (including sales of vessel)Others include investment holding activities.The Exco assesses the performance of these operating segments based on profi t after tax. Sales betweensegments are carried out at arm’s length. The revenue from external parties and total assets reported to theExco is measured in a manner consistent with that of the financial statements.

Notes to theFinancial StatementsFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 20118731. Segment information (continued)The segment information provided to the Exco for the reportable segments for the fi nancial period ended31 December 2011 is as follows:VesselcharteringShiprepair andmaintenanceservicesMaritimeservices Others Total$’000 $’000 $’000 $’000 $’000GroupRevenueSegment revenue 52,359 3,754 24,458 1,637 82,208Inter-segment revenue (15,083) (563) – (1,637) (17,283)Revenue from external parties 37,276 3,191 24,458 – 64,925Profit after tax 13,380 748 2,840 (8,787) 8,181Interest income 92 – 2 – 94Interest expense (1,608) – – (1,682) (3,290)Depreciation (9,057) (91) (5) – (9,153)Amortisation of deferred gain 462 – – – 462Income tax (expense)/credit (2,361) (90) (211) 20 (2,642)Share of profit of an associatedcompany and joint ventures 154 – – – 154Segment assets 176,991 1,653 30,174 15,510 224,328Segment assets include:Investment in joint ventures 2,454 – – – 2,454Additions to property, plant andequipment 13,048 7 – – 13,055SWISSCO HOLDINGS LIMITED • ANNUAL REPORT 2011

88Notes to theFinancial StatementsFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 201131. Segment information (continued)The segment information provided to the Exco for the reportable segments for the year ended 31 December2010 is as follows:VesselcharteringShiprepair andmaintenanceservicesMaritimeservices Others Total$’000 $’000 $’000 $’000 $’000GroupRevenueSegment revenue 16,254 835 942 1,405 19,436Inter-segment revenue (5,925) (83) – (1,405) (7,413)Revenue from external parties 10,329 752 942 – 12,023Profit after tax 21,510 366 (188) (6,199) 15,489Interest income 35 – 2 100 137Interest expense (159) (2) – (886) (1,047)Depreciation (2,742) (26) (4) – (2,772)Amortisation of deferred gain 22 – – – 22Income tax credit/(expense) 432 (32) (17) (8) 375Share of loss of an associatedcompany and joint ventures (454) – – – (454)Segment assets 210,146 1,511 2,249 31,595 245,501Segment assets include:Investment in an associated company 353 – – – 353Investment in joint ventures 2,274 – – – 2,274Additions to property, plant andequipment 5,450 – – – 5,450Revenue from major servicesRevenue from external customers are derived primarily from the provision of chartering, ship repair services andother maritime services. The breakdown of revenue by services is disclosed in Note 3.Geographical informationRevenue from external customers are attributed to countries from which the entity derives revenue. Noncurrentassets are analysed by the geographical area in which the assets are located. Revenue of approximately$24,394,000 (2010: $4,805,000) is derived from 3 (2010: 6) external customers. These revenues are attributableto the provision of vessel chartering services and maritime services segments.

Notes to theFinancial StatementsFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 20118931. Segment information (continued)The following table provides an analysis of revenue and non-current assets by geographical area:RevenueFor thefinancialyear ended31 December2011GroupFor thefinancialperiod from1 March 2010 to31 December2010$’000 $’000Singapore 17,405 11,081Malaysia 10,345 –Indonesia 3,306 –Australia 4,733 –Saudi Arabia 24,674 942Others 4,462 –64,925 12,023Non-current assets (excluding financial instruments)Group2011 2010$’000 $’000Singapore 132,431 173,074Indonesia – 353Saudi Arabia 2,454 2,274134,885 175,70132. Business combinationIn the previous financial period, on 23 September 2010, the Group acquired 100% equity interest in SwisscoInternational Pte Ltd (“SIL”), formerly known as Swissco International Limited which is listed on the SingaporeExchange. SIL was subsequently delisted from the Singapore Exchange on 24 September 2010. The principalactivities of SIL and its subsidiaries (“SIL group”) consist mainly of ship owning and operating activities.Management believed that the acquisition was synergistic as it would allow the Company and SIL group toleverage on each other’s strength in the offshore and marine sector. As a result of the acquisition, the Group isexpected to increase its presence in South-East Asia.The purchase consideration was satisfi ed by the issuance of 27,932,169 new ordinary shares (“ShareConsideration”) and a cash consideration of $164,155,091 (“Cash Consideration”).The Company also paid the holders of SIL options (“Optionholders”) an amount in cash (the “OptionConsideration”) for all the outstanding and unexercised options granted to and held by the Optionholders,vested or otherwise and in consideration thereof, the Optionholders waived all rights to exercise such optionsinto new shares and surrendered their options for cancellation.SWISSCO HOLDINGS LIMITED • ANNUAL REPORT 2011

90Notes to theFinancial StatementsFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 201132. Business combination (continued)Financial information relating to the acquisition in the previous financial period is as follows:2010$’000(a)Purchase considerationCash consideration 164,155Option consideration 721Total cash paid 164,876Share consideration 13,011Consideration transferred for the business 177,887(b)Effect on cash flows of the GroupCash paid (as above) 164,876Less: cash and cash equivalents in subsidiary acquired (20,808)Cash outflow on acquisition 144,068Atfair value$’000(c)Identifiable assets acquired and liabilities assumedCash and cash equivalents 20,808Property, plant and equipment (Note 18) 171,843Investment in an associated company (Note 16) 353Investment in a joint venture (Note 17) 21Financial assets, available-for-sale (Note 11) 29,160Inventories 11Trade and other receivables (Note (e) below) 15,817Total assets 238,013Trade and other payables 13,319Deferred gain (Note 22) 1,524Borrowings 22,628Current tax liabilities 802Deferred tax liabilities [Note 8(c)] 1,482Total liabilities 39,755Total identifiable net assets 198,258Less: Consideration transferred for the business (177,887)Excess of identifiable net assets over consideration 20,371

Notes to theFinancial StatementsFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 20119132. Business combination (continued)(d)Acquisition-related costsAcquisition-related costs of $2,957,000 were included in administrative expenses in the consolidatedstatement of comprehensive income and in operating cash flows in the consolidated statement of cashflows for the financial period from 1 March 2010 to 31 December 2010.(e)Acquired receivablesThe fair value of trade and other receivables was $15,817,000 as at 31 December 2010. The grosscontractual amount for trade and other receivables was $17,742,000, of which $1,925,000 was expectedto be uncollectible.(f)Negative goodwillThe Company negotiated for a favourable purchase consideration for the business, resulting in anegative goodwill of $20,371,000, which was included in “Other gains/losses - net” in the consolidatedstatement of comprehensive income for the financial period from 1 March 2010 to 31 December 2010.(g)Revenue and profit contributionThe acquired business contributed revenue of $11,081,000 and net profit of $1,998,000 to the Group forthe period from 23 September 2010 to 31 December 2010.Had SIL group been consolidated from 1 March 2010, consolidated revenue and consolidated profit forthe ten months ended 31 December 2010 would have been $37,723,000 and $24,077,000 respectively.33. Critical accounting estimates, assumptions and judgementsEstimates, assumptions and judgments are continually evaluated and are based on historical experienceand other factors, including expectations of future events that are believed to be reasonable under thecircumstances. The critical areas for the Group are as follows:(a)Useful lives and residual valuesThe Group reviews the useful lives and residual values of its vessels and barges at each financial yearendand any adjustments are made on a prospective basis. If estimates of the residual values arerevised, the amount of depreciation expenses in the future periods will be changed.The useful lives of the vessels and barges are assessed periodically based on the condition of thevessels and barges, market conditions and other regulatory requirements. If the estimates of useful livesfor the vessels and barges are revised or there is a change in useful lives, the amount of depreciationexpense recorded in future periods will be changed. The net book value of property, plant andequipment at 31 December 2011 is $132,431,000 (2010: $173,074,000) and the depreciation charge forthe year ended 31 December 2011 is $9,153,000 (2010: $2,772,000) (Note 18).(b)Income taxesThe Group has exposure to incomes taxes primarily in Singapore. In determining the income taxliabilities, management is required to estimate the amount of taxable income and capital allowances andthe deductibility of certain expenses.For certain entities within the Group, there are open years of assessment that have yet been agreed withthe tax authority. Significant judgement is required in determining the income tax liabilities for theseopen years arising from taxability of income (including gains arising on disposal of vessels) and capitalallowances (“uncertain tax positions”).SWISSCO HOLDINGS LIMITED • ANNUAL REPORT 2011

92Notes to theFinancial StatementsFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 201133. Critical accounting estimates, assumptions and judgements (continued)(b)Income taxes (continued)In 2010, the tax authority raised an amended assessment to a subsidiary for the financial year ended31 December 2003 amounting to S$600,000. The additional tax assessed by the tax authority relatessubstantially to the taxability of gains on disposal of vessels in that year. A provision for the additionaltax assessed has been made as at 31 December 2011. However, the management believes that the taxposition taken by the Group that the gains on disposal of vessels are capital in nature, is sustainable.Consequently, no additional tax provisions have been made by the Group for the uncertain tax positionsof the remaining open years.Where the final tax outcome of these matters is different from the amounts that were initially recognised,such differences will impact the current and deferred income tax balances in the period in which suchdetermination is made.(c)Impairment of available-for sale financial assetsAt the balance sheet date, the fair values of certain equity securities classifi ed as available-for-salefinancial assets amounting to $14,445,000 have declined below cost by $14,715,000. The Group hasmade a judgment that this decline is not significant or prolonged. In making this judgment, the Grouphas considered, among other factors, the short-term duration of the decline, the magnitude by whichthe fair value of the investment is below cost; and the positive financial health and short-term businessoutlook of the investee.If the decline in fair value below cost was considered significant or prolonged, the Group would suffer anadditional loss of $14,715,000 in its 2011 financial statements, being the reclassification of the fair valueloss included in the fair value reserve to profit or loss.34. New or revised standards and interpretationsBelow are the mandatory standards, amendments and interpretations to existing standards that have beenpublished, and are relevant for the Group’s accounting periods beginning on or after 1 January 2012 or laterperiods and which the Group has not early adopted:•Amendments to IAS1 Presentation of Financial Statements (effective for annual periods beginning on orafter 1 July 2012)• FRS 19 (revised 2011) Employee Benefits (effective for annual periods beginning on or after 1 January2013)• FRS 27 (revised 2011) Separate Financial Statements (effective for annual periods beginning on or after1 January 2013)• FRS 28 (revised 2011) Investments in Associates and Joint Ventures (effective for annual periodsbeginning on or after 1 January 2013)• FRS 110 Consolidated Financial Statements (effective for annual periods beginning on or after 1 January2013)The management anticipates that the adoption of the above FRSs, INT FRSs and amendments to FRS in thefuture periods will not have a material impact on the financial statements of the Group and of the Company inthe period of their initial adoption.35. Authorisation of financial statementsThese financial statements were authorised for issue in accordance with a resolution of the Board of directors ofSwissco Holdings Limited on 30 March 2012.

Statistics ofShareholdingsAS AT 19 MARCH 201293Shareholders’ InformationNumber of issued shares: 431,823,169Class of shares:OrdinaryVoting Rights:One vote per shareTreasury Shares:NilDistribution of ShareholdingsSize of ShareholdingsNo. ofShareholders % No. of Shares %1 - 999 10 0.42 5,322 0.001,000 - 10,000 732 30.67 5,885,950 1.3610,001 - 1,000,000 1,612 67.53 125,216,969 29.001,000,001 and above 33 1.38 300,714,928 69.64Total 2,387 100.00 431,823,169 100.00Twenty Largest ShareholdersNo. Name No. of Shares %1. Tan Dah Ching 78,715,000 18.232. Robert Chua Swee Chong 70,800,000 16.403. Yeo Kian Teong Alex 25,293,719 5.864. Yeo Chong Lin 18,951,000 4.395. OCBC Securities Private Ltd 13,233,943 3.066. DBS Vickers Securities (Singapore) Pte Ltd 10,483,583 2.437. Skyven Growth Opportunities Fund Pte Ltd 8,050,000 1.868. Maybank Kim Eng Securities Pte Ltd 7,672,000 1.789. Alhammam Hadi Hamad H 7,000,000 1.6210. DBS Nominees Pte Ltd 6,391,836 1.4811. United Overseas Bank Nominees Pte Ltd 5,784,498 1.3412. Hong Leong Finance Nominees Pte Ltd 4,891,000 1.1313. Tan Fuh Gih 3,863,000 0.8914. CIMB Securities (Singapore) Pte Ltd 3,724,000 0.8615. Phillip Securities Pte Ltd 3,342,854 0.7716. Tirunillayi Kalyanaram Rajgopal 3,000,000 0.6917. Chua Hoe Beng 2,500,000 0.5818. Goh Yew Gee 2,500,000 0.5819. DBSN Services Pte Ltd 2,342,433 0.5420. Lim Chwee Kim 2,100,000 0.49Total : 280,638,866 64.98SWISSCO HOLDINGS LIMITED • ANNUAL REPORT 2011

94Statistics ofShareholdingsAS AT 19 MARCH 2012Substantial Shareholders(As recorded in the Register of Substantial Shareholders as at 19 March 2012)Direct InterestDeemed InterestDirector No. of Shares % (1) No. of Shares % (1)Robert Chua Swee Chong 70,800,000 16.40 – –Yeo Kian Teong Alex 25,293,719 5.86 170,000 (2) 0.04Substantial Shareholder (other than Director)Tan Dah Ching 78,715,000 18.23 – –Notes:1. Based on the total issued and paid-up ordinary share capital of 431,823,169 Shares as the Latest Practicable Date.2. Yeo Kian Teong Alex, is deemed interested in the 170,000 shares held by Madam Teo Soo Swan, his spouse, by virtue ofSection 7 of the Companies Act.Shareholdings held in the hands of publicBased on the information available to the Company as at 19 March 2012, approximately 58.40% of the Company’sshares listed on the Singapore Exchange Securities Trading Limited were held in the hands of the public. Accordingly,the Company has complied with Rule 723 of the Listing Manual Section B: Rules of Catalist.

Notice ofAnnual General Meeting95NOTCE IS HEREBY GIVEN that the Annual General Meeting of SWISSCO HOLDINGS LIMITED (“the Company”)will be held on Monday, 30 April 2012 at 10.00 a.m. at Republic of Singapore Yacht Club, 52 West Coast Ferry Road,Singapore 126887 for the purpose of transacting the following business:ORDINARY BUSINESS1. To receive and adopt the Directors’ Report and Audited Financial Statements of theCompany and of the Group for the fi nancial year ended 31 December 2011 and theIndependent Auditors’ Report thereon.2. To declare a first and final tax exempt (one-tier) dividend of S$0.003 per ordinary share forthe financial year ended 31 December 2011.3. To approve the payment of additional Directors’ fees of S$60,000 for the fi nancial yearended 31 December 2011.[See explanatory Note (i)]4. To approve the payment of Directors’ fees of S$207,500 for the financial year ending 31December 2012, to be paid quarterly in arrears. (2011: S$172,917).Resolution 1Resolution 2Resolution 3Resolution 45. To re-elect the following Directors of the Company retiring pursuant to Article 107 of theArticles of Association of the Company:-(i) Mr Robert Chua Swee Chong Resolution 5(ii) Mr Kang Hwee Meng Resolution 66. To re-elect Mr Tan Fuh Gih, Director of the Company retiring pursuant to Article 117 of theArticles of Association of the Company.[See explanatory Note (ii)]7. To re-appoint PricewaterhouseCoopers LLP as the Auditors of the Company and toauthorize the Directors of the Company to fix their remuneration.Resolution 7Resolution 88. To transact any other business of the Company which may properly be transacted at anAnnual General Meeting.SPECIAL BUSINESSTo consider and if thought fi t, to pass the following resolutions as Ordinary Resolutions, with or without anymodifications:9. Authority to issue shares in the capital of the Company pursuant to Section 161 ofthe Companies Act, Cap. 50Resolution 9That pursuant to Section 161 of the Companies Act, Cap. 50, the Directors of theCompany be authorised and empowered to:(a) (i) issue shares in the Company (“shares”) whether by way of rights, bonus orotherwise; and/or(ii)make or grant offers, agreements or options (collectively, “Instruments”)that might or would require shares to be issued, including but not limitedto the creation and issue of (as well as adjustments to) options, warrants,debentures or other instruments convertible into shares,at any time and upon such terms and conditions and for such purposes and tosuch persons as the Directors of the Company may in their absolute discretiondeem fit; andSWISSCO HOLDINGS LIMITED • ANNUAL REPORT 2011

96Notice ofAnnual General Meeting(b)(notwithstanding the authority conferred by this Resolution may have ceased tobe in force) issue shares in pursuance of any Instrument made or granted by theDirectors of the Company while this Resolution was in force,(the “Share Issue Mandate”)Provided that :(1) the aggregate number of shares (including shares to be issued in pursuanceof the Instruments, made or granted pursuant to this Resolution) to be issuedpursuant to this Resolution shall not exceed 50% of the total number of issuedshares (excluding treasury shares) in the capital of the Company (as calculatedin accordance with sub-paragraph (2) below), of which the aggregate number ofshares and Instruments to be issued other than on a pro rata basis to existingshareholders of the Company shall not exceed 20% of the total number of issuedshares (excluding treasury shares) in the capital of the Company (as calculated inaccordance with sub-paragraph (2) below;(2) (subject to such calculation as may be prescribed by the SGX-ST) for the purposeof determining the aggregate number of shares and Instruments that may be issuedunder sub-paragraph (1) above, the percentage of issued shares and Instrumentsshall be based on the number of issued shares (excluding treasury shares) in thecapital of the Company at the time of the passing of this Resolution, after adjustingfor:(a)(b)(c)new shares arising from the conversion or exercise of the Instruments or anyconvertible securities;new shares arising from exercising share options or vesting of share awardsoutstanding and subsisting at the time of the passing of this Resolution; andany subsequent bonus issue, consolidation or subdivision of shares(3) in exercising the Share Issue Mandate conferred by this Resolution, the Companyshall comply with the provisions of the Listing Manual of the SGX-ST – Section B:Rules of Catalist for time being in force (unless such compliance has been waivedby the SGX-ST) and the Articles of Association of the Company; and(4) unless revoked or varied by the Company in a general meeting, the Share IssueMandate shall continue in force (i) until the conclusion of the next Annual GeneralMeeting of the Company or the date by which the next Annual General Meeting ofthe Company is required by law to be held, whichever is earlier or (ii) in the case ofshare to be issued in pursuance of the Instruments, made or granted pursuant tothis Resolution, until the issuance of such shares in accordance with the terms ofthe Instruments.[See Explanatory Note (iii)]10. Authority to Issue Shares under the Swissco Holdings Employee Share OptionScheme (the “Scheme”)Resolution 10That the Directors of the Company be authorized and empowered to allot and issuefrom time to time such number of ordinary shares in the capital of the Company as maybe required to be issued pursuant to the exercise of options granted by the Companyunder the Scheme, whether granted during the subsistence of this authority or otherwise,provided always that the aggregate number of additional ordinary shares to be issued and/or issuable in respect of all options granted under the Scheme and all shares awardedunder the Swissco Holdings Performance Share Plan shall not exceed 15% of the totalnumber of issued shares (excluding treasury shares) in the capital of the Company fromtime to time and that such authority shall, unless revoked or varied by the Company in ageneral meeting, continue in force until the conclusion of the next Annual General Meetingof the Company or the date by which the next Annual General Meeting of the Company isrequired by law to be held, whichever is earlier.[See explanatory Note (iv)]

Notice ofAnnual General Meeting9711. Authority to Grant Awards under the Swissco Holdings Performance Share Plan (the“Plan”)Resolution 11That the Directors of the Company be authorized and empowered to offer and grantawards under the Plan and to issue from time to time such number of shares in the capitalof the Company as may be required to be issued pursuant to the vesting of awards underthe Plan, whether granted during the subsistence of this authority or otherwise, providedalways that all shares awarded under the Plan and the aggregate number of additionalordinary shares to be issued and/or issuable in respect of all options granted under theScheme shall not exceed 15% of the total number of issued shares (excluding treasuryshares) in the capital of the Company from time to time and that such authority shall,unless revoked or varied by the Company in a general meeting, continue in force until theconclusion of the next Annual General Meeting of the Company or the date by which thenext Annual General Meeting of the Company is required by law to be held, whichever isearlier.[See explanatory Note (iv)]12. The Proposed Grant of Options to Mr Robert Chua Swee Chong, a ControllingShareholder of the Company under the SchemeResolution 12That the proposed grant of options to Mr Robert Chua Swee Chong, a ControllingShareholder (as defined in the SGXST Listing Manual – Section B: Rules of Catalist) ofthe Company, on the terms of and pursuant to the Rules of the Scheme to subscribe for500,000 ordinary shares in the capital of the Company (“Shares”) at a subscription priceequal to the average of the last dealt prices for a share for the five (5) consecutive marketdays immediately prior to the date of the grant be and is hereby approved.[See explanatory Note (v)]13. The Proposed Participation of Mr Tan Dah Ching, a Controlling Shareholder of theCompany, in the SchemeResolution 13That approval be and is hereby given for the participation of Mr Tan Dah Ching, aControlling Shareholder of the Company, in the Scheme.[See explanatory Note (vi)]14. The Proposed Grant of Options to Mr Tan Dah Ching, a Controlling Shareholder ofthe Company under the SchemeResolution 14That subject to and contingent upon the passing of Resolution 13, the proposed grant ofoptions to Mr Tan Dah Ching, a Controlling Shareholder (as defined in the SGXST ListingManual – Section B: Rules of Catalist) of the Company, on the terms of and pursuant tothe Rules of the Scheme to subscribe for 100,000 ordinary shares in the capital of theCompany at a subscription price equal to the average of the last dealt prices for a sharefor the five (5) consecutive market days immediately prior to the date of the grant be and ishereby approved.[See explanatory Note (vi)]SWISSCO HOLDINGS LIMITED • ANNUAL REPORT 2011

98Notice ofAnnual General MeetingNOTICE IS HEREBY GIVEN that the Share Transfer Books and Register of Members of the Company will be closedon 10 May 2012 for the purpose of determining members’ entitlements to the proposed First and Final Dividend forthe financial year ended 31 December 2011 (the “Dividend”). Duly completed transfers received by the Company’sShare Registrar, Boardroom Corporate & Advisory Services Pte. Ltd., 50 Raffles Place, #32-01 Singapore Land Tower,Singapore 048623, up to 5.00 p.m. on 9 May 2012 will be registered to determine the Dividend entitlements.Members (being depositors) whose securities accounts with The Central Depository (Pte) Limited are credited withordinary shares as at 5.00 p.m. on 9 May 2012 will rank for the proposed Dividend.The proposed Dividend, if approved at the Annual General Meeting of the Company to be held on 30 April 2012, willbe paid on 21 May 2012.By Order of the BoardTan Ching ChekCompany SecretarySingapore, 13 April 2012Explanatory Notes:(i)(ii)The proposed Directors’ fees of S$60,000 for the financial year ended 31 December 2011 relate to the additional directors’duties and responsibilities arising from post-acquisition of the entire share capital of Swissco International Limited by way ofScheme of Arrangement under Section 210 of the Companies Act, Cap. 50.Mr Tan Fuh Gih, upon re-election as a Director of the Company, remains as a member of the Audit Committee. Mr Tan is notconsidered an independent Director pursuant to Rule 704(7) of the Listing Manual of the SGX-ST – Section B: Rules of Catalist.(iii) (a) The Resolution 9, if passed, will empower the Directors of the Company from the date of this Annual General Meetinguntil the date of the next Annual General Meeting of the Company, or the date by which the next Annual General Meetingof the Company is required by law to be held or such authority is varied or revoked by the Company in general meeting,whichever is the earlier, to issue shares, make or grant instruments convertible into shares and to issue shares pursuantto such instruments, up to a number not exceeding, in total, 50% of the total number of issued shares (excludingtreasury shares) in the capital of the Company, of which up to 20% may be issued other than on a pro rata basis toexisting members of the Company(b)For determining the aggregate number of shares that may be issued, the percentage of issued shares in the capital ofthe Company will be calculated based on the total number of issued shares (excluding treasury shares) in the capital ofthe Company at the time this Resolution is passed after adjusting for new shares arising from the conversion or exerciseof the Instruments or any convertible securities, the exercise of share option or the vesting of share awards outstandingor subsisting at the time when this Resolution is passed and any subsequent consolidation or subdivision of shares.(iv) (a) The Resolutions 10 and 11, if passed, will empower the Directors of the Company, from the date of this Annual GeneralMeeting until the next Annual General Meeting of the Company, or the date by which the next Annual General Meeting ofthe Company is required by law to be held or such authority is varied or revoked by the Company in a general meeting,whichever is the earlier, to issue shares in the Company pursuant to the exercise of options granted under the Scheme,to grant awards pursuant to the Plan and to issue shares pursuant to the Plan, provided that the aggregate number ofnew ordinary shares to be issued pursuant to the Scheme and the Plan shall not exceed 15% of the total number ofissued ordinary shares (excluding treasury shares) in the capital of the Company from time to time. The Scheme and thePlan were approved by the shareholders at the Extraordinary General Meeting held on 1 November 2010.(b)Shareholders who are eligible to participate in the Scheme and the Plan will also abstain from voting on these tworesolutions and shall decline any appointment as proxies for shareholders to vote on these two resolutions unless theshareholders concerned have given specific instructions in their respective proxy forms as to the manner in which theirvotes are to be cast in respect of these two resolutions.(v) (a) The Resolution 12, if passed, will authorise and empower the Directors of the Company to grant options to Mr RobertChua Swee Chong, an Executive Chairman and a Controlling Shareholder (as defined in the SGXST Listing Manual –Section B: Rules of Catalist) of the Company, on the terms of and pursuant to the Rules of the Scheme to subscribe for500,000 ordinary shares in the capital of the Company at a subscription price equal to the average of the last dealt pricesfor a share for the five (5) consecutive market days immediately prior to the date of the grant (the five consecutive marketdays will start 2 market days after the date of the Annual General Meeting).

Notice ofAnnual General Meeting99(b)The participation of Mr Robert Chua Swee Chong under the Scheme has been approved in principle by members of theCompany at the Extraordinary General Meeting held on 1 November 2010.(c) Mr Robert Chua Swee Chong is the Group’s Executive Director and Executive Chairman. He joined the Group in 2008and is responsible for spearheading the Group’s diversifi cation into offshore marine logistics and support services.He has over 20 years’ experience in the sales and marketing of offshore support and vessels to the oil and gas andpetrochemical industries.(d)(e)(f)Mr Robert Chua Swee Chong’s leadership has been instrumental in the development and expansion of the Group.The continued contribution and participation of Mr. Robert Chua Swee Chong in general management and strategicexpansion of the Group remain vital in ensuring the continued growth and expansion of the Group’s business. TheCompany recognizes that Mr Robert Chua Swee Chong will continue to play an integral role in driving the strategicdevelopment and success of the Group.The Company has established a system of remuneration, including granting of options, to its senior management toensure that they are adequately remunerated while enhancing their long-term commitment to the Company. Thedirectors are of the view that Mr Robert Chua Swee Chong should be equally entitled, with other employees who are notControlling Shareholder, to take part in and benefit from this system of remuneration. For the reasons set out above, theCompany is proposing the grant of options to Mr Robert Chua Swee Chong to subscribe for 500,000 ordinary shares inthe capital of the Company in accordance with the Scheme.As the proposed Resolution 12 relates to the grant of options to Mr Robert Chua Swee Chong, Mr Robert Chua SweeChong and his associates will abstain from voting on this resolution at the AGM and shall decline any appointment asproxies for shareholders to vote on the resolution unless the shareholders concerned have given specific instructionsin their respective proxy forms as to the manner in which their votes are to be cast in respect of the resolution.Shareholders who are eligible to participate in the Scheme will also abstain from voting on this resolutions and shalldecline any appointment as proxies for shareholders to vote on this resolution unless the shareholders concerned havegiven specific instructions in their respective proxy forms as to the manner in which their votes are to be cast in respectof this resolution.(vi) (a) The Resolutions 13 and 14, if passed, will allow Mr Tan Dah Ching to participate in the Scheme and empower theDirectors to grant options to Mr Tan Dah Ching, on the terms of and pursuant to the Rules of the Share Option Schemeto subscribe for 100,000 ordinary shares at a subscription price equal to the average of the last dealt prices for a sharefor the five (5) consecutive market days immediately prior to the date of the grant (the five consecutive market days willstart 2 market days after the date of the Annual General Meeting).(b)The basis for the participation of Mr Tan Dah Ching in the Scheme as well as justification on the grant of options to MrTan Dah Ching are as follows:Mr Tan Dah Ching joined the Group in 2008 as a business development manager and is responsible for identifying newbusiness opportunities, new markets and attracting new clients. Mr Tan has been instrumental in the successful mergerwith Swissco International Limited and participates actively in the Group’s fund raising and strategic planning.(c) In recognition of his efforts and contribution in ensuring a healthy profit for the Group for the financial year ended 31December 2011, and to motivate him to continue to make contributions to the Group in the future, the Company isproposing to grant an option to Mr Tan Dah Ching to subscribe for 100,000 ordinary shares at a subscription price equalto the average of the last dealt prices for a share for the five (5) consecutive market days prior to the date of the grant.(d)As the proposed Resolutions 13 and 14 relate to Mr Tan Dah Ching’s participation in the Scheme and the authorisationfor the Company to grant options to Mr Tan Dah Ching, the latter and his associates will abstain from voting on theseresolutions at the AGM and shall decline any appointment as proxies for shareholders to vote on these resolutionsunless the shareholders concerned have given specific instructions in their respective proxy forms as to the manner inwhich their votes are to be cast in respect of the relevant resolutions. Shareholders who are eligible to participate in theScheme will also abstain from voting on these resolutions and shall decline any appointment as proxies for shareholdersto vote on this resolution unless the shareholders concerned have given specific instructions in their respective proxyforms as to the manner in which their votes are to be cast in respect of these resolution.Notes:1. A member entitled to attend and vote at the Annual General Meeting is entitled to appoint up to two proxies to attend and votein his/her stead. A proxy need not be a member of the Company.2. The instrument appointing a proxy or proxies must be deposited at the Registered Office of the Company at 60, Penjuru Lane,Singapore 609214, not less than 48 hours before the time appointed for holding of the Annual General Meeting.SWISSCO HOLDINGS LIMITED • ANNUAL REPORT 2011

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Swissco Holdings LimitedCompany Registration Number: 200404711D(Incorporated in the Republic of Singapore)ANNUAL GENERAL MEETINGPROXY FORMImportant1. For investors who have used their CPF monies to buy Swissco HoldingsLimited’s shares, this Annual Report is sent to them at the request of their CPFAgent Banks and is sent solely FOR INFORMATION ONLY.2. This Proxy Form is not valid for use by CPF investors, and shall be ineffective forall intents and purposes if used or purported to be used by them.3. CPF investors who wish to attend the Annual General Meeting as OBSERVERSmust submit their requests through their respective Agent Banks so that theirAgent Banks may register, in the required format with the Company Secretary, bythe time frame specified. (Agent Banks: Please see Note 9 on required format)Any voting instructions must also be submitted to their Agent Banks within thetime frame specified to enable them to vote on the CPF investor’s behalf.I/We (Name), (NRIC/Passport No./Co. Regn. No.)of(Address)being a member/members of Swissco Holdings Limited (the “Company”) hereby appoint:NameAddressNRIC/PassportNumberProportion ofShareholdings (%)and/or (delete as appropriate)NameAddressNRIC/PassportNumberProportion ofShareholdings (%)or failing the person, or either or both of the persons, referred to above, the Chairman of the Meeting, as my/our proxy/proxies to attend and to vote for me/us on my/our behalf and, if necessary, to demand a poll, at the Annual GeneralMeeting of the Company (the “Meeting”) to be held on Monday, 30 April 2012 at 10.00 a.m. at Republic of SingaporeYacht Club, 52 West Coast Ferry Road, Singapore 126887 and at any adjournment thereof. I/We direct my/our proxy/proxies to vote for or against the resolutions to be proposed at the Meeting as indicated hereunder. If no specifi cdirection as to voting is given, the proxy/proxies will vote or abstain from voting at his/their discretion, as he/they will onany other matter arising at the Meeting.No. ORDINARY RESOLUTIONS For AgainstORDINARY BUSINESS1. Adoption of Reports and Audited Financial Statements.2. Declaration of a First and Final Dividend.3. Approval of Additional Directors’ Fees for the fi nancial year ended 31 December2011.4. Approval of Directors’ Fees for the financial year ending 31 December 2012.5. Re-election of Mr Robert Chua Swee Chong6. Re-election of Mr Kang Hwee Meng7. Re-election of Mr Tan Fuh Gih8. Re-appointment of Auditors.SPECIAL BUSINESS9. Authority to issue shares under Section 161 of the Companies Act10. Authority to allot and issue shares under the Scheme11. Authority to Grant Awards under the Plan12. Approval of Grant Options to Mr Robert Chua Swee Chong under the Scheme13. Approval of Participation of Mr Tan Dah Ching in the Scheme14. Approval of Grant Options to Mr Tan Dah Ching under the SchemeDated this day of 2012.Signature(s) of Member(s)/Common SealIMPORTANT: PLEASE READ NOTES OVERLEAFTotal No. of Shares Held

NOTES1. A member should insert the total number of shares held. If the member has shares entered against his name in the DepositoryRegister (as defined in Section 130A of the Companies Act, Cap. 50 of Singapore), he should insert that number of shares. If themember has shares registered in his name in the Register of Members of the Company, he should insert that number of shares.If the member has shares entered against his name in the Depository Register and registered in his name in the Register ofMembers, he should insert the aggregate number of shares. If no number is inserted, this instrument appointing a proxy or proxieswill be deemed to relate to all shares held by the member.2. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint one or two proxies to attend and votein his stead. A proxy need not be a member of the Company.3. Where a member appoints two proxies, the appointments shall be invalid unless he specifies the proportion of his shareholding(expressed as a percentage of the whole) to be represented by each proxy.4. Completion and return of this instrument appointing a proxy shall not preclude a member from attending and voting at theMeeting. Any appointment of a proxy or proxies shall be deemed to be revoked if a member attends the Meeting in person, and insuch event, the Company reserves the right to refuse to admit any person or persons appointed under the instrument of proxy, tothe Meeting.5. The instrument appointing a proxy or proxies must be deposited at the Company’s registered office at 60 Penjuru Lane, Singapore609214 not less than 48 hours before the time appointed for the Meeting.6. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised in writing.Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its commonseal or under the hand of its attorney or a duly authorised officer.7 Where an instrument appointing a proxy is signed on behalf of the appointor by an attorney, the letter or power of attorney or aduly certified copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy, failingwhich the instrument may be treated as invalid.8. A corporation which is a member may authorise by resolution of its directors or other governing body such person as it thinks fitto act as its representative at the Meeting, in accordance with section 179 of the Companies Act, Chapter 50 of Singapore.9. Agent Banks acting on the request of CPF Investors who wish to attend the Meeting as observers are requested to submit inwriting, a list of details of the Investors’ names, NRIC/Passport numbers, addresses and numbers of shares held. The list, signedby an authorised signatory of the Agent Bank, should reach the Company Secretary, at the registered office of the Company notlater than 48 hours before the time appointed for the Meeting.GENERALThe Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed, illegibleor where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrumentappointing a proxy or proxies. In addition, in the case of shares entered in the Depository Register, the Company may reject anyinstrument appointing a proxy or proxies lodged if the member, being the appointor, is not shown to have shares entered against hisname in the Depository Register as at 48 hours before the time appointed for holding the Meeting, as certified by The Central Depository(Pte) Limited to the Company.

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www.swissco.netSWISSCO HOLDINGS LIMITED60 Penjuru Lane Singapore 609214Telephone: (65) 6265 2855Facsimile: (65) 6264 1661 / 6266 8948E-mail: swissco@singnet.com.sg