Untitled - Swissco Holdings Limited

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DIRECTORS’ REPORT The directors present their report to the members together with the audited financial statements of the Group for the financial year ended 31 December 2005 and the balance sheet of the Company at 31 December 2005. Directors The directors of the Company in office at the date of this report are: Yeo Chong Lin Alex Yeo Kian Teong Phillip Chan Yee Foo Chiang Hai Ding Rohan Kamis Arrangements to Enable Directors to Acquire Shares or Debentures Neither at the end of nor at any time during the financial year was the Company a party to any arrangement whose object was to enable the directors of the Company to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate, other than as disclosed under “Share Options” on pages 21 to 23. Directors’ Interests in Shares or Debentures (a) According to the register of directors’ shareholdings, the interests of the directors holding office at the end of the financial year in the share capital or debentures of the Company or related corporations were as follows: Holdings registered in Holdings in which a director name of director is deemed to have an interest At At At At 31.12.2005 1.1.2005 31.12.2005 1.1.2005 The Company (Ordinary shares of $0.08 each) Yeo Chong Lin – – 98,160,725 98,160,725 Alex Yeo Kian Teong – – 98,160,725 98,160,725 Phillip Chan Yee Foo 100,000 100,000 – – Chiang Hai Ding 100,000 100,000 – – Rohan Kamis 100,000 100,000 – – Yeo Chong Lin and Alex Yeo Kian Teong, who by virtue of their deemed interest of not less than 20% in the issued share capital of the Company, are deemed to have an interest in the entire share capital of the subsidiaries. 20
DIRECTORS’ REPORT Directors’ Interests in Shares or Debentures (continued) (b) According to the register of directors’ shareholdings, certain of the directors holding office at the end of the financial year had interests in the options to subscribe for ordinary shares of the Company granted pursuant to the Swissco Share Option Scheme as set out below and in the paragraphs on “Share Options”: Number of unissued ordinary shares of $0.08 each under option held by director At At 31.12.2005 1.1.2005 Yeo Chong Lin 300,000 – Alex Yeo Kian Teong 300,000 – Phillip Chan Yee Foo 80,000 – Chiang Hai Ding 80,000 – Rohan Kamis 80,000 – (c) The directors’ interests in the shares and options of the Company at 21 January 2006 were the same at 31 December 2005. Directors’ Contractual Benefits Since the end of the previous financial period, no director has received or become entitled to receive a benefit by reason of a contract made by the Company or a related corporation with the director or with a firm of which he is a member or with a company in which he has a substantial financial interest except as disclosed in the consolidated financial statements and in this report. Share Options (a) Swissco Share Option Scheme The Swissco Share Option Scheme (the “Scheme”) was approved by the members of the Company at an Extraordinary General Meeting on 21 October 2004. The purpose of the Scheme is to provide an opportunity for employees, executive directors and non-executive directors who have contributed to the growth and development of the Group to participate in the equity of the Company as well as to motivate to optimise their performance. The aggregate number of Scheme shares issuable under the Scheme shall not exceed 15% of the issued shares of the Company (“Scheme Limit”). The number of shares comprised in any options to be offered to a participant in the Scheme shall be determined at the absolute discretion of the Remuneration Committee, who shall take into account criteria such as the rank, the past performance, years of service, potential for future development and contribution of the participant. The Scheme does not allow options to be granted at a discount to a subscriber of the Scheme shares. 21
Page 2 and 3: CORPORATE MILESTONES 1970 Sea Well
Page 4 and 5: CHAIRMAN’S STATEMENT Dear Fellow
Page 6 and 7: CORPORATE PROFILE Our Customers •
Page 8 and 9: OUR HISTORY It started back in 1970
Page 10 and 11: BOARD OF DIRECTORS Mr Phillip Chan
Page 12 and 13: KEY MANAGEMENT Mr E K Lim Mr Koh Ba
Page 14 and 15: CORPORATE STRUCTURE Swissco Interna
Page 16 and 17: OUR VESSELS Swissco Star Swissco 48
Page 18 and 19: Corporate Governance Report 17 Dire
Page 20 and 21: Corporate Governance Report Remuner
Page 24 and 25: DIRECTORS’ REPORT Share Options (
Page 26 and 27: DIRECTORS’ REPORT Audit Committee
Page 28 and 29: AUDITORS’ REPORT To The Members o
Page 30 and 31: BALANCE SHEETS As at 31 December 20
Page 32 and 33: CONSOLIDATED CASH FLOW STATEMENT Fo
Page 34 and 35: NOTES TO THE FINANCIAL STATEMENTS F
Page 72 and 73:
NOTES TO THE FINANCIAL STATEMENTS F
Page 74 and 75:
STATISTICS OF SHAREHOLDINGS As at 2
Page 76 and 77:
NOTICE OF SECOND ANNUAL GENERAL MEE
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Page 86 and 87:
NOTES 1. A member entitled to atten
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Untitled - Swissco Holdings Limited

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