PROSPECTUS - Swissco Holdings Limited

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