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SAILING THE SEAS OF SUCCESS - Swissco Holdings Limited

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SWISSCO<br />

<strong>SAILING</strong> <strong>THE</strong> <strong>SEAS</strong> <strong>OF</strong> <strong>SUCCESS</strong><br />

<strong>Swissco</strong> International <strong>Limited</strong> 2004 Annual Report


CORPORATE MILESTONES<br />

1970 Founding of Sea Well Industrial and Ship Supply Company with a rented office at Cantonment Road, Singapore<br />

1973 Due to increased sales and for better control of delivery of ship supplies, we acquired our first Out Port Limit (OPL) boat.<br />

1975 Incorporated <strong>Swissco</strong> Offshore (Pte) Ltd to assume the growing operation of OPL marine logistics business. The<br />

company also moved into its own office at International Plaza, Singapore.<br />

1980’s The Company emerged from the recession in the mid 1980’s to become one of the leading operators of OPL boat<br />

and marine logistics services. We had also discontinued our ship supply business in favour of the OPL marine logistics<br />

business.<br />

1990 We acquired our first offshore support vessel to expand our services into the regional oil and gas industry. Soon after<br />

we also acquired our first barge as there was an increasing demand for our services.<br />

1995 We relocated to our own waterfront yard and office at 9 Pandan Road, Singapore. The site provided us with our own<br />

base for our increasing fleet as well as fabrication and warehousing facilities.<br />

1996 Founded PT Swisko Berjaya in Indonesia together with other partners to meet the needs of the oil and gas industry,<br />

marine infrastructure and mining industry within Indonesia.<br />

1997 Acquired 2 additional new tugs to support the operations.<br />

1998 Started our offshore fleet renewal with the delivery of 2 new vessels. We also acquired our repair facility at 60 Penjuru<br />

Lane, Singapore with its 3,000 DWT dry dock to venture into ship repair business. These facilities are operated by<br />

Singapore Marine Logistics Pte Ltd.<br />

2000 Expanded our ship repair and maintenance capability with the acquisition of 58 Penjuru Lane, Singapore, with 2<br />

slipways. This enabled us to operate more efficiently as well as offer our customers more flexibility.<br />

We incorporated <strong>Swissco</strong> Offshore Ltd to hold our foreign-flagged vessels.<br />

2002 Incorporated Regional Marine Services Pte Ltd to engage in business of supplying ships with spares, stores and other<br />

provisions.<br />

2003 Together with other partners, we incorporated Swisko Marine (Malaysia) Sdn Bhd and Asia Pacific Marine Ltd to cater<br />

to Malaysia’s growing oil & gas industry.<br />

2004 On 29 January, we incorporated <strong>Swissco</strong> International <strong>Limited</strong> as a public company limited by shares.<br />

On 16 November, the Company was admitted to the Singapore Exchange Securities Trading <strong>Limited</strong> Dealing in<br />

Automated Quotation System (“SGX-SESDAQ”), bringing the Group onto the next level of growth.<br />

CONTENTS<br />

Group Structure 01<br />

Chairman’s Statement 02<br />

Corporate Profile 04<br />

Our History 06<br />

Board of Directors 08<br />

Key Management 10<br />

Corporate Information 11<br />

Operations Review 13<br />

Our Vessels 14<br />

Financial Review 16<br />

The listing of the shares of <strong>Swissco</strong> International <strong>Limited</strong> on the SGX-SESDAQ was sponsored by Phillip Securities Pte Ltd.


GROUP STRUCTURE<br />

<br />

100% 100%<br />

<strong>Swissco</strong> Offshore<br />

(Pte) Ltd<br />

(“<strong>Swissco</strong> Offshore”)<br />

Singapore Marine<br />

Logistics Pte Ltd<br />

(“SML”)<br />

100% 99.998%<br />

<strong>Swissco</strong> Offshore Ltd<br />

(“<strong>Swissco</strong> Seychelles”)<br />

Regional Marine<br />

Services Pte Ltd (“RMS”)<br />

(ceased operations)<br />

30% 30% 33.33% 33.33%<br />

Swiber Offshore Pte Ltd<br />

(“Swiber Offshore”)<br />

PT Swisko Berjaya<br />

(“Swisko Berjaya”)<br />

Swisko Marine (Malaysia)<br />

Sdn Bhd<br />

(“Swisko Marine Malaysia”)<br />

Asia Pacific Marine Ltd<br />

(“Asia Pacific Marine”)<br />

100%<br />

Camvale Pte Ltd<br />

(“Camvale”)<br />

ANNUAL REPORT 2004_1


CHAIRMAN’S STATEMENT<br />

Dear Fellow Shareholders,<br />

I take great pleasure to present to you the first Annual Report of our Company for the financial year<br />

ended 31 December 2004 (“FY04”) since its incorporation on 29 January 2004. This is also my<br />

first Annual Report that I am presenting to you as Chairman of the <strong>Swissco</strong> Group of Companies<br />

(“the Group”).<br />

Corporate Milestone<br />

Our Group achieved a significant milestone in its corporate history in FY04. On<br />

3 November 2004, we launched our Initial Public Offer (IPO) of 45 million shares. The<br />

response from the public was excellent and we succeeded to raise twelve (12) million<br />

dollars (including the sale of Vendor’s shares). The shares were officially traded on the<br />

Singapore Exchange Securities Trading <strong>Limited</strong> Dealing and Automated Quotation<br />

System (SGX-SESDAQ) on 16 November 2004. As disclosed in the IPO Prospectus,<br />

a significant amount of the proceeds received by the Company would be used to<br />

partially finance the acquisition of vessels in line with our fleet expansion plan and<br />

expected to be delivered to us in FY05.<br />

Personally, it is a gratifying year for me too. After 34 years since I founded the business,<br />

I saw the Group attaining its new status of a listed company and in the process,<br />

transforming itself from being a family run business to a professionally managed<br />

corporation. I am confident that the Group would grow from strength to strength in<br />

the years ahead.<br />

Business Review<br />

I am pleased to report that for FY04, we continue to maintain our profitable<br />

performance albeit on lower turnover and profits. The drop in turnover is attributable<br />

to the lower charter income caused by fewer vessels in operations. Because of the<br />

buoyant marine and oil and gas industries, the demand for our vessels in the used<br />

tonnage market was robust. We therefore took the opportunity to dispose of our older<br />

vessels which are being replaced by new tonnages currently on order.<br />

The Group’s lower turnover and profits came from our marine logistics support<br />

business to the maritime and oil and gas industries. As we had fewer vessels to offer to<br />

our customers, we had to charter in third party vessels which eroded our gross profit<br />

margins. However, the gains made from the disposal of vessels compensated for the<br />

lower gross margins.<br />

I would like to take the opportunity to elaborate on the role of our associated<br />

companies within the Group. Our associated companies engage in ship chartering<br />

and ship engineering services in the oil and gas industry in certain geographical<br />

segment. They utilise third party vessels as well as our vessels in their operations.<br />

Hence, in reviewing the Group’s overall performance, cognizance should be given to<br />

their contribution in complementing the performance of our marine logistics support<br />

business.<br />

SWISSCO INTERNATIONAL LIMITED_2


CHAIRMAN’S STATEMENT<br />

“Our Group expects the marine industry to<br />

remain buoyant in the current year. With oil<br />

prices at current levels, growth in the oil and<br />

gas sector would likely be sustained. “<br />

In our other core business of ship repair and<br />

maintenance, we recorded an increase in both turnover<br />

and profits. As you may be aware, the maritime business<br />

is presently enjoying an uptrend and this, in turn,<br />

translates to more repairs and maintenance being carried<br />

out. Together, with greater cost control efforts and<br />

measures, we were able to improve the efficiencies of<br />

the business. Our Group will continue to strive to achieve<br />

greater operational efficiencies.<br />

Strategic Growth Directions<br />

As a newly listed Company, we are aware of the<br />

challenges facing us. We will focus on laying the<br />

foundation for future expansion in our growing business<br />

sectors and at the same time, generating organic growth.<br />

We believe that the key factors for our success would be<br />

our ability to stay customer-focused and results-oriented<br />

as well as being a niche player in the competitive marine<br />

logistics support business.<br />

During the year, the Group has begun to look in earnest<br />

for opportunities to expand into new markets, seek<br />

strategic alliances and increase the fleet size especially<br />

for more specialised vessels capable to support a wider<br />

range of services required by the offshore oil and gas<br />

industry.<br />

Pursuant to our fleet expansion programme and in line<br />

with our fleet renewal policy, we will continue to build up<br />

our fleet to strive to reach an optimal operating size.<br />

However, considerations would be given to market<br />

conditions in our expansion plan.<br />

expected to cater to clients’ needs and requirements<br />

and thus attract better charter terms due to the<br />

wider range of services they can perform. We can<br />

expect favourable contributions from the new vessels<br />

progressively as and when they join the fleet.<br />

Pivotal to the success of our business would be<br />

operational efficiencies and vessels utilisation. In this<br />

aspect, our Group will continually strive to achieve<br />

greater cost and operational efficiencies and at the<br />

same time, maximise vessels’ utilisation. Towards these<br />

objectives, we have instituted tighter cost and credit<br />

control programmes and introduced rationalisation<br />

and streamlining processes in our operations within<br />

the Group.<br />

Our Group expects the marine industry to remain<br />

buoyant in the current year. With oil prices at current<br />

levels, growth in the oil and gas sector would likely<br />

be sustained. Consequently, we expect demand for<br />

offshore support vessels and barges as well as ship<br />

repairs and maintenance to continue to be robust in<br />

FY05. Hence, our Group is likely to continue to enjoy<br />

this uptrend and can look forward to yet another<br />

profitable year.<br />

Acknowledgement and Appreciation<br />

It remains for me, on behalf of the Board, to thank our<br />

management and staff for their commitment, efforts<br />

and contribution during the year. We would also like<br />

to thank and acknowledge the continuing support<br />

of our customers, shareholders, business partners<br />

and suppliers. We look forward to their ongoing<br />

contribution and support in the coming year as we<br />

progress with the growth of our Group.<br />

Yeo Chong Lin<br />

Chairman<br />

Our Group will also be exploring with our business<br />

partners to restructure our associated companies, which<br />

have been playing a vital role in support and growth<br />

of our business, to optimise the contributions made by<br />

them.<br />

Business Outlook<br />

As part of our fleet expansion programme and in line<br />

with our fleet renewal policy, we will be taking delivery of<br />

14 vessels throughout FY05. The new vessels comprise 5<br />

barges and 4 offshore boats being built in China, 4 work<br />

boats in Singapore and 1 work boat in Malaysia. Upon<br />

delivery of the 14 vessels, they will join our existing fleet<br />

and this will bring our fleet size to over 32 vessels by<br />

year end. The new buildings being specialised vessels are<br />

ANNUAL REPORT 2004_3


CORPORATE PR<strong>OF</strong>ILE<br />

Our Group<br />

<strong>Swissco</strong> International is a Singapore-based marine company that provides marine<br />

services to the shipping and offshore oil and gas industries. Our Group owns, operates<br />

and charters offshore support vessels, OPL boats, tugs and barges in support of our<br />

customers’ marine logistics needs. Together with our waterfront facility, which includes<br />

fabrication and warehousing located in Singapore, we offer our customers with a<br />

complete solution to their marine and shipping requirements.<br />

Our ship repair and maintenance yards in Singapore, with two slipways, a waterfront<br />

and a 3,000 DWT dockyard, have the capacity to carry out both dry docking and afloat<br />

repairs for a clientele base of smaller to mid-sized capacity support vessels.<br />

Our well-equipped facilities, coupled with an experienced workforce enable us to<br />

release our customers’ vessels back into operations faster than our competitors,<br />

thereby reducing vessel downtime.<br />

Besides operating in South East Asian countries such as Indonesia, Malaysia, Vietnam<br />

and Thailand, <strong>Swissco</strong>’s vessels have been deployed by its charterers in regions as far as<br />

East Africa and Japan.<br />

Our Philosophy<br />

To provide clients with the most comprehensive service to meet all their marine<br />

support logistics needs.<br />

Our Customers<br />

• Companies from the oil and gas, shipping and other marine infrastructure<br />

industries, who charter our offshore support vessels to transport cargo fuel and<br />

potable water to their offshore facilities.<br />

• Local and international ship owners and their local handling agents who charter<br />

our OPL Boats to transport stores, equipment, provisions and crew to vessels<br />

passing Singapore at OPL.<br />

• Seismic surveyors, dredging and mining operators who charter our vessels for<br />

escort and to serve as a guard to prevent collision with oncoming vessels during<br />

seismic survey and dredging operations. Similarly, our vessels are also<br />

deployed to perform salvage or pollution control operations.<br />

Our Services<br />

Offshore Support Services<br />

The oil and gas industry is currently seeing a revival in activities which has not<br />

been seen in the last 25 years. The oil and gas industry within this region has seen a<br />

growth of activities. Oil and gas companies utilise offshore support vessels, tugs and<br />

barges for a variety of work. These include seismic work, exploration, production and<br />

maintenance operations. These vessels are chartered from owners and operators<br />

such as our Company. Our offshore support vessels then carry our towages, transport<br />

personnel, cargo, supplies (including spare parts and equipment), carry out standby<br />

duties and anchor handling.<br />

With our own waterfront yard with fabrication and warehousing in Singapore, we<br />

are also able to offer oil and gas companies engineering and storage services due<br />

to Singapore’s strategic location as a logistics center. Not only do we charter out our<br />

offshore support vessels, we are able to provide logistics, engineering and other<br />

marine services to these customers during their mobilization or de-mobilization.<br />

Depending on the nature of the requirements at different stages of development of<br />

the oil and gas industry, vessels of different capacities (e.g. physical size, horsepower or<br />

characteristics) are used.<br />

SWISSCO INTERNATIONAL LIMITED_4


CORPORATE PR<strong>OF</strong>ILE<br />

Out Port Limit (OPL) Shipping Services<br />

With the advantage of being strategically located between the East and West shipping<br />

routes, the Port of Singapore has become one of the world’s busiest ports. Ships calling<br />

at Singapore port to load or unload cargo constantly require marine support services<br />

such as heavylift operations, afloat repairs, supplies and barge services. Ships passing<br />

Singapore on their way to the next port also use Singapore for their re-supply of fuel,<br />

water, provision and crew change at OPL.<br />

Being one of the pioneer operators in this field, we currently have a fleet of OPL Boats<br />

with different characteristics to cater to the different needs of our customers. We<br />

provide ship owners and local shipping agents with services to commercial ships<br />

passing Singapore at OPL. We are also able to facilitate repair works and changing of<br />

anchor and chains with our range of OPL Boats and barges. Coupled with our own<br />

warehousing facilities, forklifts, cranes and land transport vehicles, we are able to add<br />

value to the range of marine logistics services offered to our customers.<br />

Ship Repair and Maintenance<br />

Singapore’s strategic location on the international shipping route as well as being<br />

the leading logistics player in the region ensures a heavy volume of mercantile traffic<br />

passing through Singapore. These vessels involved would require regular repair and<br />

maintenance to ensure their seaworthiness and to meet certification requirements.<br />

Our subsidiary, SML operates our ship repair and maintenance yards at 58 and 60<br />

Penjuru Lane, Singapore.<br />

With 2 slipways, a waterfront and a 3,000 DWT dry dock, our facilities cater to our<br />

market niche of smaller to mid-sized capacity vessels plying this region. Our customers<br />

here are generally owners of tugs, barges, small tankers and other smaller crafts.<br />

Despite competition from yards located in neighbouring countries, we have been able<br />

to remain competitive due to our higher productivity and specialisation in this market<br />

niche. Singapore’s status as a logistics hub also ensures spares and equipment are<br />

competitively priced and available to help reduce vessel downtime for owners while<br />

we carry out repairs. This enables us to release the owners’ vessels back into operations<br />

faster. We also build tugs and barges for our own use and for other customers to<br />

complement our ship repair and maintenance services.<br />

Competitive Strengths<br />

Young fleet of offshore support vessels<br />

• We have a policy of operating a young and modern fleet of offshore support<br />

vessels, with an average age of about 4 years<br />

• It enables us to enter the higher value added sector of the business<br />

Pioneers in the OPL business<br />

• As one of the pioneers in the OPL business, we have built a good track record<br />

and reputation<br />

• We have the ability to expand our customer base and enter into new businesses as<br />

opportunities arise<br />

Well-established business relationships with our suppliers and customers<br />

Ability to provide competitively-priced, value added services to customers<br />

• We retain and secure new customers by being competitively-priced and by offering<br />

value added services such as the use of our private wharf facility, material handling<br />

equipment, machinery and warehouse<br />

• High utilisation rates for our dockyard, afloat repair facilities and offshore support<br />

vessels<br />

Dedicated, competent and experienced management team<br />

• Executive Chairman, Mr Yeo Chong Lin has been in this business since 1972 and is<br />

one of the pioneers in the marine logistics business in Singapore<br />

• Together with our key executives, Chief Executive Officer Mr Alex Yeo Kian<br />

Teong and Managing Director of SML, Mr E K Lim, they have 64 years of collective<br />

experience and expertise in the industry<br />

ANNUAL REPORT 2004_5


OUR HISTORY<br />

Our corporate history began with the establishment<br />

of Sea Well Industrial and Ship Supply Company as a<br />

sole proprietorship in 1970. In 1972, our founder Mr<br />

Yeo Chong Lin took over the helm of Sea Well Industrial<br />

and Ship Supply Company after a 19 year career with<br />

the then Singapore Harbour Board (predecessor<br />

of the Port of Singapore Authority). We started as a<br />

marine supply business or shipchandlers. We supplied<br />

commercial ocean-going ships calling at the Port of<br />

Singapore with items ranging from ship spares, stores,<br />

provisions to other consumable goods. Our first office was a rented shop<br />

house in Cantonment Road.<br />

In our initial years, we hired third party boats to convey our supplies or<br />

officers and/or crew of our customers to their ocean-going ships. We then<br />

decided that for better operational control and efficiency, we should own<br />

and operate our own OPL boats. Thus in 1973 we acquired our first OPL boat.<br />

During this period we saw the growth of oil drilling activities in this region<br />

and extended our marine supply services to these oil rigs/platforms.<br />

In October 1975, we incorporated <strong>Swissco</strong> Offshore to assume the growing<br />

business of marine logistics in the operation of the OPL Boats. “SWISSCO” is<br />

the acronym of “Sea Well Industrial and Ship Supply Company”. In the same<br />

year, we moved to our own office at International Plaza with warehousing<br />

facility in Pasir Panjang. Due to increasing competition and dwindling profit<br />

margin, we discontinued our business in providing shipchandling services in<br />

the 1980s to focus on the more profitable marine logistics business.<br />

We emerged from the recession in the mid 1980’s to become one of the<br />

leading operators of workboats serving the special niche of OPL marine<br />

logistics, including crew change services.<br />

In 1990, we acquired our first offshore supply tug to expand our services<br />

to the regional oil & gas industry. Soon after, we acquired our first barge<br />

to complement our offshore support capability. The robust growth in this<br />

industry during this time created an increasing demand for offshore support<br />

vessels. Consequently, we decided to expand our fleet of tugboats and barges<br />

with the acquisition of two new tugs in 1997 and two offshore support<br />

vessels in 1998.<br />

In 1995, we relocated to 9 Pandan Road. This site occupies approximately<br />

18,000 m2 of leased land from Jurong Town Corporation with a stretch of<br />

approximately 100m long waterfront. This resulted in our Company gaining<br />

waterfront access to base our growing fleet of tugs and barges as well as<br />

shipbuilding and afloat repair activities. It also afforded ample space for our<br />

Company to provide warehousing facilities as a value added service to our<br />

clients. We built our first barge at a third party yard in the early 1990s, and<br />

completed the construction of our first barge at<br />

our own shipyard sometime in the mid 1990s. We<br />

build our own barges for charter and sale and are<br />

constantly renewing and expanding our fleet of<br />

vessels.<br />

In 1996, Swisko Berjaya was incorporated with<br />

other partners in Indonesia to further the reach of<br />

SWISSCO INTERNATIONAL LIMITED_6


OUR HISTORY<br />

our business to support the marine logistics needs of the fast growing oil and<br />

gas industry, marine infrastructure and mining industries within Indonesia.<br />

Together with Swiber Offshore, Swisko Berjaya presently owns and operates<br />

a fleet of two tugboats, two barges and one offshore support vessel, and also<br />

charters tugs and barges from <strong>Swissco</strong> Offshore and other third parties for<br />

use in its operations.<br />

In 1998, we acquired 60 Penjuru Lane with a 3,000<br />

DWT dry dock to venture into ship repair business.<br />

Subsequently we acquired two slipway facilities at 58<br />

Penjuru Lane in 2000. These facilities are presently<br />

operated by SML. With two slipways and a 3,000 DWT<br />

dry dock we are able to cater to the increasing volume<br />

of ship repair and maintenance work for our own<br />

vessels as well as for other ship owners.<br />

In preparation for the expected continued growth in<br />

this region, we have established a presence in Malaysia<br />

in joint venture companies with local partners in 2003.<br />

Swisko Marine (Malaysia) and Asia Pacific Marine (a company registered in<br />

Labuan) are our associated companies which were incorporated in Malaysia<br />

in 2003 as contractors to provide marine services.<br />

In 2000, we decided to transfer our vessels which were registered in foreign<br />

flag-states to be registered in the Republic of Seychelles, and accordingly we<br />

incorporated <strong>Swissco</strong> Seychelles on 24 May 2000 to hold our foreign-flagged<br />

vessels. This company is a subsidiary of <strong>Swissco</strong> Offshore.<br />

On 2 October 2002, we incorporated RMS as a subsidiary of SML to engage in<br />

business of supplying ships with spares, stores and other provisions. However,<br />

we decided to cease the operations of RMS as of 31 March 2004, and to<br />

liquidate RMS once all outstanding debts owed by debtors to RMS have been<br />

settled.<br />

As at year end, the Group owns and operates a total fleet size of 19 vessels/<br />

barges. We have expanded our business over the years to cater to the<br />

demands of local and international ship owners and their handling agents<br />

and contractors, by providing a range of comprehensive services. Our<br />

customers are now able to charter our OPL Boats to transport their stores,<br />

spare parts, provisions and crew to and from vessels passing Singapore at<br />

OPL.<br />

With ownership of the entire supply chain of boats, land transport, warehouse<br />

and yard storage and material handling facilities, we are able to offer our<br />

customers a one-stop solution to meet their needs for marine logistics<br />

services.<br />

ANNUAL REPORT 2004_7


BOARD <strong>OF</strong> DIRECTORS<br />

Mr Yeo Chong Lin<br />

Chairman<br />

Mr Alex Yeo Kian Teong<br />

Chief Executive Officer<br />

Mr Phillip Chan Yee Foo<br />

Independent Director<br />

Dr Chiang Hai Ding<br />

Independent Director<br />

Mr Rohan Kamis<br />

Independent Director<br />

SWISSCO INTERNATIONAL LIMITED_8


BOARD <strong>OF</strong> DIRECTORS<br />

Mr Yeo Chong Lin is our Executive Chairman. He is responsible<br />

for the Group’s long-term growth and development,<br />

and oversees its management. He is responsible for the<br />

development of the overall business strategy and expansion of<br />

our Group. He was appointed to the Company’s Board upon its<br />

incorporation on 29 January 2004.<br />

Mr Yeo Chong Lin founded <strong>Swissco</strong> Offshore in 1975. He<br />

has been responsible for the overall management, strategic<br />

planning and direction of our Group since 1972 when he<br />

took over the helm of the predecessor of <strong>Swissco</strong> Offshore,<br />

Sea Well Industrial and Supply Company which was a sole<br />

proprietorship. Prior to 1972, Mr Yeo Chong Lin worked<br />

with the then Singapore Harbour Board (predecessor of<br />

the Port of Singapore Authority) for 19 years. He joined the<br />

Singapore Harbour Board after obtaining his secondary school<br />

qualification.<br />

Mr Yeo Chong Lin has played a pivotal role in steering the<br />

growth of our Group with his 33 years of experience in the<br />

marine logistics industry. He has led our Group by exploring its<br />

opportunities in the marine logistics industry by supplying the<br />

needs of shipping lines in this region. He has been instrumental<br />

in building up a good track record and reputation for our<br />

Group. He has also successfully implemented a strategy to<br />

provide a comprehensive range of services to meet all the<br />

customers’ marine support and logistics needs at competitive<br />

terms, with prompt, reliable and efficient service at all times. The<br />

range of services available to the Group’s customers includes<br />

the provision of ship repair and maintenance services.<br />

Mr Alex Yeo Kian Teong is our Chief Executive Officer and<br />

was appointed as a Director on the Company’s incorporation<br />

on 29 January 2004. He is overall responsible for the day-today<br />

management and operations of our Group. He assists the<br />

Executive Chairman in developing and implementing business<br />

strategies. He takes charge of the sales and marketing for key<br />

customer accounts, and the purchasing and procurement<br />

activities of our Group. He is also overall in charge of the<br />

financial, corporate and administration matters of our Group. He<br />

is also responsible for the effective management of the Group’s<br />

regional operations and expansion.<br />

Mr Alex Yeo Kian Teong graduated with a Bachelor of Science<br />

in Business Administration from the University of San Francisco,<br />

and joined <strong>Swissco</strong> Offshore in 1992 after his graduation and<br />

completion of his national service, initially as an Operations<br />

Executive. He assumed the role of Operations Manager in 1994<br />

and oversaw the marketing of our Group’s business. In 1996, he<br />

co-founded Swisko Berjaya to establish our Group’s presence<br />

in Indonesia. He has been with our Group for 12 years and has<br />

been responsible for identifying reliable and capable partners<br />

to team up with them to expand and manage our overseas<br />

operations. He is the son of our Executive Chairman.<br />

Mr Phillip Chan Yee Foo is an Independent Director of the<br />

Company and is the Chairman of our Remuneration Committee.<br />

He was appointed as a Director on 7 June 2004.<br />

He worked for Neptune Orient Lines Ltd (NOL) for over 25 years<br />

from January 1974 to June 1999. His last executive appointment<br />

at NOL was Divisional Head of the Administration Division from<br />

1 January 1988 to 30 June 1999. He was appointed Consultant,<br />

NOL from 1 January 2000 to 31 December 2000 and from 1<br />

February 2001 to 31 July 2001. Presently, he is a Director of<br />

Essen Pte Ltd.<br />

Mr Phillip Chan Yee Foo holds a degree of Bachelor of Law<br />

(Honours) from the University of London and a Diploma in<br />

Management Studies with Distinction from the University of<br />

Chicago Graduate School of Business in association with the<br />

National Productivity Board, Singapore (now known as SPRING<br />

Singapore). He completed the Programme in Management<br />

Development at the Harvard University Graduate School of<br />

Business Administration in Boston, USA.<br />

Dr Chiang Hai Ding is an Independent Director of the<br />

Company and Chairman of our Nominating Committee. He<br />

was appointed as a Director on 7 June 2004. Dr Chiang Hai<br />

Ding worked as an Economic Adviser to the CEO of Neptune<br />

Orient Lines Ltd from 1995 and later as Advisor (part-time) to<br />

Chairman & CEO till 2002. Since 2001 he has been the Director<br />

(part-time) of SAGE Counselling Centre (SAGE stands for<br />

Singapore Action Group of Elders) which is a voluntary welfare<br />

organisation for the elderly.<br />

Dr Chiang Hai Ding was a university lecturer from 1963 to 1971,<br />

an elected Member of Parliament from 1970 to 1984, a banker<br />

from 1973 to 1978, and a Singapore Ambassador to Malaysia<br />

from 1971 to 1973 and to, among others, Germany, European<br />

Union, USSR and Egypt from 1978 to 1994.<br />

Dr Chiang Hai Ding holds a BA from Singapore and Ph.D. from<br />

the Australia National University, Canberra (1963). He holds a<br />

graduate diploma in Gerontology from Simon Fraser University,<br />

Vancouver, BC Canada (2001).<br />

Mr Rohan Kamis is an Independent Director of the Company<br />

and Chairman of our Audit Committee. He was appointed<br />

as a Director on 7 June 2004. Mr Rohan Kamis is a Certified<br />

Public Accountant and the Managing Partner of Rohan. Mah<br />

& Partners. He is also the Founding Chairman of ASNAF Public<br />

Accounting Corporation.<br />

Mr Rohan Kamis graduated in 1975 from the University<br />

of Singapore in Accountancy. He was the PAP Member<br />

of Parliament (“MP”) for Telok Blangah Constituency from<br />

February 1979 to December 1984. Whilst as an MP, he was a<br />

member of the Parliamentary Public Accounts Committee<br />

that was responsible for the statutory and value-for-money<br />

audits for all Government Ministries, Statutory Boards and<br />

Government Companies. He is also a member of several<br />

professional institutions including the British Computer Society.<br />

Mr Rohan Kamis held many important portfolios in several<br />

quasi-government, commercial and professional organisations.<br />

He was on the board and audit committee of several public<br />

companies. In addition, he is on the Inquiry and Disciplinary<br />

panels of the Singapore Medical Council and the Accounting<br />

and Corporate Regulatory Authority as well as on the Singapore<br />

General Hospital Medifund Committee.<br />

ANNUAL REPORT 2004_9


KEY MANAGEMENT<br />

Mr Raju Gnasegaran is our offshore operations/business development manager. He is responsible for the management and<br />

supervision of all marine related services, for example, towage, heavylifts, matters relating to oil pollution and all support operational<br />

and project activities.<br />

Prior to joining us in 2003, Mr Raju Gnasegaran was the operations/business development manager of Briggs Environmental Service<br />

(Asia) Pte Ltd. He assisted in the setting up of the company in Singapore and its operations regionally, and was responsible for the<br />

management and supervision of chemical/oil spill and associated marine services including maintenance of plant and oil spill<br />

machinery. He has more than 10 years of experience in managing oil spill response services, maintenance of machinery, salvage and<br />

ocean towage operations.<br />

He has a supervisory management certificate awarded by the School of Oil Pollution Control, Texas A & M University.<br />

Mr E K Lim is the managing director of SML. He has held this position since 1998, and oversees the day-to-day management and<br />

operations of the ship repair and maintenance business of SML, including facilities and manpower planning and scheduling,<br />

procurement of equipment and raw materials, marketing and coordinating with external agencies such as the classification societies on<br />

compliance with classification requirements.<br />

Mr E K Lim started off as a technical superintendent in Ocean Tankers Pte Ltd from 1989 to 1992. From 1992 to 1994, he was working<br />

as a marine superintendent for Hai Yin Diesel & Trading Pte Ltd. His duties in Ocean Tankers Pte Ltd and Hai Yin Diesel & Trading Pte Ltd<br />

were in the repair and maintenance of vessels and other technical aspects related to vessel operations. Subsequently, he worked for<br />

ASL Shipyard Pte Ltd from 1994 to 1998 as a commercial/marketing manager, being in charge of overseeing and marketing of the ship<br />

repair business of ASL Shipyard Pte Ltd. Mr E K Lim holds a Diploma in Civil Engineering from the Singapore Polytechnic.<br />

Mr Yeo Chong Boon has been working as senior operations manager of <strong>Swissco</strong> Offshore since 1 January 2004. His responsibilities<br />

include coordinating the movement of vessels, updating vessels’ documents, communicating with the crew with regards to instructions<br />

from clients, checking on compliance with the various authorities and coordinating the daily requirements of the vessels and crew<br />

matters.<br />

Mr Yeo Chong Boon joined our Group in 1975 as a shipping executive and his responsibilities then were to co-ordinate the ship supply<br />

section and logistics and freight forwarding. By 1990, the company began branching out into supply vessels and OPL business and<br />

Mr Yeo Chong Boon has since then been in charge of this aspect of the business of <strong>Swissco</strong> Offshore.<br />

Ms Yew Yin Fun is our Finance and Administration Manager and is responsible for the finance, taxation and administrative matters<br />

of our Group. Ms Yew Yin Fun, has more than 18 years of experience in accounting and auditing. Prior to joining our Group in 2003,<br />

Ms Yew Yin Fun was a finance and administration manager for one and a half years with Microcircuit Technology Pte Ltd, which was a<br />

subsidiary of the then-Omni Industries <strong>Limited</strong> (subsequently re-named as Celestica Singapore Pte Ltd). She has experience working<br />

in multi-nationals and local companies, as well as a public accounting firm. She holds a degree in Bachelor of Accountancy from the<br />

National University of Singapore, and is a member of Institute of Certified Public Accountants in Singapore since 1986. She also has an<br />

International Diploma of Computer Studies from TMC Computer School.<br />

SWISSCO INTERNATIONAL LIMITED_10


CORPORATE INFORMATION<br />

BOARD <strong>OF</strong> DIRECTORS<br />

Mr Yeo Chong Lin<br />

Chairman<br />

Mr Alex Yeo Kian Teong<br />

Chief Executive Officer<br />

Mr Phillip Chan Yee Foo<br />

Independent Director<br />

Dr Chiang Hai Ding<br />

Independent Director<br />

Mr Rohan Kamis<br />

Independent Director<br />

COMPANY SECRETARY<br />

Tan Ching Chek<br />

Lo Swee Oi<br />

REGISTERED <strong>OF</strong>FICE<br />

9 Pandan Road<br />

Singapore 609257<br />

PRINCIPAL PLACE <strong>OF</strong> BUSINESS<br />

9 Pandan Road<br />

Singapore 609257<br />

Telephone: (65) 6265 2855<br />

Facsimile: (65) 6264 1661<br />

E-mail: swissco@singnet.com.sg<br />

Website: www.swissco.net<br />

SHARE REGISTRAR AND SHARE TRANSFER <strong>OF</strong>FICE<br />

B.A.C.S. Private <strong>Limited</strong><br />

63 Cantonment Road<br />

Singapore 089758<br />

AUDITORS<br />

PricewaterhouseCoopers<br />

Certified Public Accountants<br />

8 Cross Street<br />

#17-00 PWC Building<br />

Singapore 048424<br />

Partner-in-charge: Chey Chor Wai<br />

(effective from 22 March 2004)<br />

PRINCIPAL BANKERS<br />

United Overseas Bank <strong>Limited</strong><br />

80 Raffles Place<br />

UOB Plaza<br />

Singapore 048624<br />

Standard Chartered Bank<br />

6 Battery Road<br />

Singapore 049909<br />

ANNUAL REPORT 2004_11


To provide our clients with the most<br />

comprehensive services to meet all their<br />

marine support and logistics needs.<br />

SWISSCO INTERNATIONAL LIMITED_12


OPERATIONS REVIEW<br />

Our Group’s two core businesses are principally to provide<br />

marine logistics support services and ship repair and<br />

maintenance services. In the marine logistics support business,<br />

we charter out our vessels, boats and tugs to the offshore oil<br />

and gas industries and we offer a total one-stop transportation<br />

and logistics service to the shipping industry. Our ship repair<br />

and maintenance services, which is complementary to our<br />

logistics business caters to small to medium sized vessel<br />

owners as well as attend to our own vessels.<br />

In FY04 our Group registered a net profit of S$3.9m (FY03:<br />

S$4.1m) on a lower turnover of S$8.5m (FY03:S$12.1m). The<br />

lower turnover is attributable to mainly lower charter income<br />

as we operate fewer vessels due to the disposal of our older<br />

vessels. This reduced our gross profits by 50% from S$4.1m in<br />

FY03 to S$2.0m in FY04. Nonetheless, the gains from disposal<br />

of vessels, ship repair business and better contributions from<br />

associated companies helped the group to offset the lower<br />

charter income in FY04.<br />

Our Group’s earnings per share dropped to 3.07 cents in FY04<br />

from 3.29 cents in FY03. However, our net asset backing per<br />

ordinary share increased to 13.27 cents in FY04 from 10.17<br />

cents in FY03.<br />

Our marine logistics support business to the shipping and oil<br />

and gas industries saw a reduced turnover due to fewer vessels<br />

in operation as a result of the disposal of our older vessels. In<br />

FY04 we operated a total number of 19 vessels as compared<br />

to 25 vessels in FY03. Gross profits fell as charter of third party<br />

vessels eroded profit margins. However, gains from other<br />

income of $4.3m in FY04 (S$2.0m in FY03) arising from the<br />

disposal of vessels compensated for the lower gross profits. In<br />

view of the buoyant demand for offshore support vessels and<br />

barges, the Group had taken the opportunity to sell off its older<br />

vessels with good gains. This was part of our Group’s strategic<br />

plans to phase out these older vessels in preparation for the<br />

delivery of 14 new vessels throughout FY05.<br />

Our ship repair and maintenance<br />

business reported an increase in<br />

turnover to S$2.8m in FY04 as<br />

compared to S$2.5m in FY03. This<br />

is attributable to higher demand<br />

for ship repairs and maintenance<br />

services as a result of the buoyant<br />

marine industry.<br />

Our associated companies which offer ship<br />

chartering and engineering services are significant<br />

constituent in the Group’s operations. They perform<br />

similar marine logistics support services to the oil<br />

and gas industry but in different market segments.<br />

Some of our vessels are deployed in their regional<br />

operations. Consequently, their complementary<br />

services boosted our Group’s performance with an<br />

improved contribution of additional $0.5m in FY04.<br />

During the year, we endeavoured to keep business<br />

costs down with tighter cost and credit control<br />

throughout the Group. However, our Administration<br />

and other operating expenses increased significantly<br />

in FY04 due to the Group’s restructuring and IPO<br />

expenses which are non-recurring. On borrowings,<br />

we have made a conscious effort to maintain a low<br />

gearing. As at year end, our Group’s debt to equity<br />

ratio was 0.07. Moving forward we will continue to<br />

push for better operational efficiencies.<br />

Our ship repair and maintenance business reported an<br />

increase in turnover to S$2.8m in FY04 as compared to S$2.5m<br />

in FY03. This is attributable to higher demand for ship repair<br />

and maintenance services as a result of the buoyant marine<br />

industry. The ship repair and maintenance business made<br />

a profit after tax of S$249k in FY04 (S$43k in FY03) due to<br />

improved cost control and no further requirement to provide<br />

for write down of the ship supply business (RMS), that has since<br />

ceased operations.<br />

ANNUAL REPORT 2004_13


<strong>OF</strong>FSHORE SUPPORT FLEET<br />

our vessels<br />

<strong>Swissco</strong> Sky<br />

ky<br />

SWISSCO INTERNATIONAL LIMITED_14<br />

uper<br />

<strong>Swissco</strong> Super


our vessels<br />

OUT PORT LIMIT (OPL) BOATS<br />

<strong>Swissco</strong> 118<br />

<strong>Swissco</strong> 118<br />

<strong>Swissco</strong> Sun<br />

ANNUAL REPORT 2004_15


FINANCIAL REVIEW<br />

Corporate Governance 17<br />

Directors’ Report 20<br />

Statement by Directors 23<br />

Auditors’ Report 24<br />

Consolidated Income Statement 25<br />

Balance Sheets 26<br />

Consolidated Statement of Changes in Equity 27<br />

Consolidated Cash Flow Statement 28<br />

Notes to Financial Statements 29<br />

Statistics of Shareholdings 52<br />

Notice of First Annual General Meeting 54<br />

Proxy Form


CORPORATE GOVERNANCE REPORT<br />

<strong>Swissco</strong> International <strong>Limited</strong> (the “Company”) is committed to uphold a high standard of corporate governance with<br />

the Company and its subsidiaries (the “Group”). The Group strives to protect and enhance value for the shareholders,<br />

customers and employees by observing and practising good corporate governance. The Group’s Corporate Governance<br />

Report for FY04 as follows:<br />

Board of Directors<br />

The Board of Directors (the “Board”) comprises 5 directors, 2 of whom are executive and 3 are independent directors.<br />

The Board’s principal functions include supervising the overall management of the business and affairs of the group<br />

and approving the Group’s corporate and strategic policies and direction. Matters which require the approval of the<br />

Board include inter alia, all material acquisitions and disposals of assets and major undertakings, investment decisions,<br />

corporate policies, corporate restructuring and all equity related matters. The Board held 3 meetings in FY04 and all<br />

directors attended the meetings.<br />

The Group’s Executive Chairman Mr Yeo Chong Lin and Chief Executive Officer Mr Alex Yeo Kian Teong are responsible<br />

for the day-to-day operations and administration of the Company. Major issues are brought up to the Board for<br />

decision with management’s recommendation. As the Board comprises 3 independent directors who are experienced<br />

and knowledgeable in their respective fields, they are well able to exercise objective and independent judgement,<br />

which is beneficial to the growth and advancement of the Company. It is the considered opinion of the Company that<br />

the Board is effective in leading and guiding the Company. In addition, for the purpose of better discharge of their<br />

duties, the Directors and Management have access to independent and professional advice.<br />

Audit Committee<br />

The Audit Committee (the “AC”) was constituted on 7 June 2004 comprising 3 independent directors. The Chairman of<br />

the AC is Mr Rohan Kamis, the Managing Partner of Rohan.Mah & Partners, a public accounting firm.<br />

The role of the AC is to assist the Board of Directors in the execution of its corporate governance responsibilities within<br />

an established term of reference.<br />

The Nominating Committee is of the view that the members of the AC are of necessary expertise and experience to<br />

discharge its functions.<br />

On 14 December 2004, the Chairman held the first audit committee meeting, with all the directors in attendance and<br />

covered the following :<br />

1. reviews the audit plans and the scope of examination of external auditors of the Company and other Group<br />

Companies;<br />

2. reviews findings of the external auditors, the scope and the results of the audit, system of internal controls, their<br />

management letters and management’s response;<br />

3. reports actions and submits minutes of the AC meetings to the Board of Directors with such recommendations as<br />

the AC considers appropriate;<br />

4. reviews the financial statements before submitting them to the Board for approval;<br />

5. considers the appointment of Internal Auditors; and<br />

6. reviews legal and regulatory matters that may have material impact on the financial statements.<br />

The AC reviewed the nature and amount of non-audit services provided by external auditors and is satisfied that<br />

the provision of such services does not affect their independence and objectivity. The AC has recommended the<br />

re-appointment of PricewaterhouseCoopers as auditors for the next ensuing year.<br />

The AC has full access to and the co-operation of Management and full discretion to invite any Director or Executive<br />

Officer to attend its meetings and reasonable resources to enable it to discharge its functions properly.<br />

ANNUAL REPORT 2004_17


CORPORATE GOVERNANCE REPORT<br />

Remuneration Committee<br />

The Remuneration Committee (the “RC”) was constituted on 7 June 2004 and comprises 3 members, two of whom<br />

including the Chairman, are independent. The Chairman of the RC is Mr Phillip Chan Yee Foo, who was a former<br />

group administrator of Neptune Orient Lines, a public listed company engaging in global transportation. He possesses<br />

experience in human resource management and a working knowledge of executive compensation practices and policies.<br />

The RC has adopted a set of terms of reference.<br />

The following were covered during an RC meeting held on 14 December 2004. It was chaired by Mr Phillip Chan Yee<br />

Foo, and attended by all directors:<br />

1) Remuneration structure and compensation packages of executive directors and senior management and also to<br />

adopt the SID guidelines on the payment of directors’ fees for implementation in FY05.<br />

2) Proposal of Directors’ fees to the Board and<br />

3) Employees Share Option Scheme.<br />

Disclosure on Remuneration<br />

The two Executive Directors of the Company have Service Agreements to govern their appointments. The salient points<br />

of the terms are disclosed in the IPO Prospectus dated 3 November 2004. Save for Directors’ fees, which have to be<br />

approved by the Shareholders at every Annual General Meeting (the “AGM”), the Independent Directors do not receive<br />

any remuneration from the Company.<br />

The remuneration of the Executive Directors include, among others, a fixed salary and a performance driven variable<br />

bonus which is designed to align their performance with the interests of the Shareholders.<br />

In FY04, the shareholders had approved an employee share option scheme, known as <strong>Swissco</strong> Share Option Scheme. No<br />

option was granted in FY04, however, it is the intention of the Company to implement the Scheme in FY05.<br />

Based on the existing terms and conditions of employment, there are no onerous compensation commitments on the<br />

part of the Company in the event of termination of the services of the Executive Directors.<br />

Directors Fees<br />

Below $40,000<br />

Band A Band B Band C<br />

Yeo Chong Lin NA <br />

Alex Yeo Kian Teong NA <br />

Phillip Chan Yee Foo<br />

Dr Chiang Hai Ding<br />

Rohan Kamis<br />

Yes<br />

Yes<br />

Yes<br />

Key Executives Band A Band B Band C<br />

E K Lim<br />

Yeo Chong Boon<br />

Raju Gnasegaran<br />

Yew Yin Fun<br />

<br />

<br />

<br />

<br />

Band A refers to remuneration S$249,000 and below<br />

Band B refers to remuneration S$250,000 to S$499,000<br />

Band C refers to remuneration S$500,000 and above<br />

Mr Yeo Chong Boon is the brother of the Executive Chairman Mr Yeo Chong Lin and uncle of the Chief Executive Officer<br />

Mr Alex Yeo Kian Teong. His remuneration does not exceed $150,000 for FY04.<br />

SWISSCO INTERNATIONAL LIMITED_18


CORPORATE GOVERNANCE REPORT<br />

Internal Audit<br />

In FY04 we considered the appointment of Internal Auditors from the list of several candidate firms and finally appointed<br />

one in FY05.<br />

Nominating Committee<br />

The Nominating Committee (the “NC”) was constituted on 7 June 2004. It comprises three directors, two of whom<br />

including the Chairman are independent. The Chairman of the NC is Dr Chiang Hai Ding. Dr Chiang is a current director<br />

of SAGE Counselling Centre (Singapore Action Group of Elders), a voluntary welfare organisation and was also an<br />

ambassador of Singapore to various countries from 1971 – 1994.<br />

The NC has adopted specific written terms of reference and is responsible for, among others, the appointment and<br />

re-nomination of directors having regard to their qualifications, performance and contribution as well as ensuring<br />

that the Board collectively possess the core competencies required by the Code. For FY04 the NC is of the view that all<br />

independent directors as defined in the Code are able to exercise objective judgement on the corporate affairs of the<br />

Group independently from Management.<br />

Greater Shareholders’ Participation<br />

The Board is mindful of the Company’s obligation to provide timely and fair disclosure of any material information in<br />

accordance with the Corporate Disclosure of the SGX-ST and will act promptly as and when required.<br />

All shareholders will be given the Annual Report (full version) and the notice of Annual General Meeting (the “notice<br />

of AGM”). In addition, the notice of AGM will be advertised in the newspapers and announced through SGXNET.<br />

The Company has a website which will also provide Shareholders with current information on the Group’s business and<br />

activities.<br />

The Board welcomes the views of Shareholders on matters pertaining to the Company, whether at shareholders’<br />

meeting or on an ad hoc basis. At AGMs, shareholders will be given the opportunity to ventilate their views and to ask<br />

the Directors and Management any questions regarding the Group, its business and operations.<br />

Dealings in Securities<br />

The Company adopts the SGX-ST Best Practices Guide applicable in relation to dealings in the Company’s securities by its<br />

Directors and Officers (the “D&O”). All Company’s D & O have been informed not to deal in the Company’s shares at all<br />

times whilst in possession of unpublished material price sensitive information and also during the period commencing<br />

one month or two weeks (as the case may be) before the announcement of the Company’s financial report and ending<br />

on the date of the announcement of such financial results. It also discourages dealings on short term considerations.<br />

Directors and employees are required to report security dealings to the Company Secretary who will assist to make the<br />

necessary announcements.<br />

The Company Secretary has been tasked to send frequent reminders on this practice and has attended all Board and<br />

Committee meetings in FY04 and also assisted the Board to ensure that meeting procedures and prevailing laws, rules<br />

and regulations are complied with.<br />

Interested Person Transactions For FY04<br />

Name of Interested Person<br />

<strong>Swissco</strong> Structural Mechanical Pte Ltd<br />

Aggregate value of all interested person transactions during the financial<br />

year under review (excluding transactions less than S$100,000)<br />

Rental expense of S$432,000 paid for the use of the premises at<br />

No 9 Pandan Road Singapore 609257<br />

The Company has no shareholder mandate pursuant to Rule 720 of the Listing Manual.<br />

ANNUAL REPORT 2004_19


DIRECTORS’ REPORT<br />

The directors present their report to the members together with the audited financial statements of the Group for the<br />

financial year ended 31 December 2004 and the balance sheet of the Company at 31 December 2004.<br />

The Company was incorporated in Singapore on 29 January 2004 as a public limited company and was admitted to<br />

the Singapore Exchange Securities Trading <strong>Limited</strong> Dealing in Automated Quotation System (“SGX – SESDAQ”) on 16<br />

November 2004.<br />

Directors<br />

The directors of the Company in office at the date of this report are:<br />

Yeo Chong Lin (appointed 29 January 2004)<br />

Alex Yeo Kian Teong (appointed 29 January 2004)<br />

Phillip Chan Yee Foo (appointed 7 June 2004)<br />

Chiang Hai Ding (appointed 7 June 2004)<br />

Rohan Kamis (appointed 7 June 2004)<br />

Arrangements to enable directors to acquire shares or debentures<br />

Neither at the end of nor at any time during the financial period was the Company a party to any arrangement whose<br />

object was to enable the directors of the Company to acquire benefits by means of the acquisition of shares in, or<br />

debentures of, the Company or any other body corporate.<br />

Directors’ interests in shares or debentures<br />

According to the register of directors’ shareholdings, the interests of the directors holding office at the end of the<br />

financial period in the share capital or debentures of the Company and related corporations were as follows:<br />

<strong>Holdings</strong> registered<br />

in name of director<br />

<strong>Holdings</strong> in which a director<br />

is deemed to have an interest<br />

At<br />

31.12.2004<br />

At 29.1.2004<br />

or date of<br />

appointment,<br />

if later<br />

At<br />

31.12.2004<br />

At 29.1.2004<br />

or date of<br />

appointment,<br />

if later<br />

The Company<br />

(Ordinary shares of $1 each)*<br />

Yeo Chong Lin – 1 – –<br />

Alex Yeo Kian Teong – 1 – –<br />

(Ordinary shares of $0.08 each)*<br />

Yeo Chong Lin – – 98,160,725 –<br />

Alex Yeo Kian Teong – – 98,160,725 –<br />

Phillip Chan Yee Foo 100,000 – – –<br />

Chiang Hai Ding 100,000 – – –<br />

Rohan Kamis 100,000 – – –<br />

* During the financial period, the Company sub-divided each ordinary share of $1 each in its authorised and issued<br />

share capital into 50 ordinary shares of $0.02 each and further consolidated 4 ordinary shares of $0.02 each into<br />

1 ordinary share of $0.08 each.<br />

Yeo Chong Lin and Alex Yeo Kian Teong, who by virtue of their deemed interest of not less than 20% in the issued share<br />

capital of the Company, are deemed to have an interest in the entire share capital of the subsidiaries.<br />

The directors’ interests in the shares of the Company at 21 January 2005 were the same at 31 December 2004.<br />

SWISSCO INTERNATIONAL LIMITED_20


DIRECTORS’ REPORT<br />

Directors’ contractual benefits<br />

Since the date of incorporation, no director has received or become entitled to receive a benefit by reason of a contract made<br />

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<br />

which he has a substantial financial interest except as disclosed in the consolidated financial statements and in this report.<br />

Share options<br />

The <strong>Swissco</strong> Share Option Scheme (the “Scheme”) was approved by the shareholders of the Company at an Extraordinary<br />

General Meeting on 21 October 2004. The purpose of the Scheme is to provide an opportunity for employees, executive<br />

directors and non-executive directors who have contributed to the growth and development of the Group to participate<br />

in the equity of the Company as well as to motivate to optimise their performance.<br />

The aggregate number of shares issuable under the Scheme shall not exceed 15% of the issued shares of the Company.<br />

The number of shares comprised in any options to be offered to a participant in the Scheme shall be determined at<br />

the absolute discretion of the Remuneration Committee, who shall take into account criteria such as the rank, the past<br />

performance, years of service, potential for future development and contribution of the participant.<br />

Offers of options made to grantees, if not accepted by the grantees within 30 days will lapse. The Scheme shall continue<br />

in operation for a maximum of 10 years commencing on the date which the Scheme is adopted by the Company in<br />

general meeting, unless otherwise extended by the shareholders by ordinary resolution in general meeting.<br />

There were no options granted during the financial period to subscribe for unissued shares of the Company, or the subsidiaries.<br />

No shares were issued during the financial period by virtue of the exercise of options to take up unissued shares of the<br />

Company, or its subsidiaries.<br />

There were no unissued shares of the Company and the subsidiaries under the option at the end of the financial period.<br />

Audit Commitee<br />

The Audit Committee (the “AC) carried out its functions in accordance with Section 201B(5) of the Singapore Companies<br />

Act, including the following:<br />

• reviews the audit plans and the scope of examination of external auditors of the Company and other Group<br />

companies;<br />

• reviews findings of the external auditors, the scope and the results of the audit, system of internal controls, their<br />

management letters and management’s response;<br />

• reports actions and submits minutes of the AC meetings to the Board of Directors with such recommendations as<br />

the AC considers appropriate;<br />

• reviews the financial statements before submitting them to the Board for approval and for reporting to SGX-<br />

SESDAQ;<br />

• considers the appointment of Internal Auditors; and<br />

• reviews legal and regulatory matters that may have material impact on the financial statements.<br />

The AC reviewed the nature and amount of non-audit services provided by external auditors and is satisfied that<br />

the provision of such services does not affect their independence and objectivity. The AC has recommended the<br />

re-appointment of PricewaterhouseCoopers as auditors for the next ensuing year.<br />

ANNUAL REPORT 2004_21


DIRECTORS’ REPORT<br />

Auditors<br />

The auditors, PricewaterhouseCoopers, have expressed their willingness to accept re-appointment.<br />

On behalf of the directors<br />

Yeo Chong Lin<br />

Director<br />

Alex Yeo Kian Teong<br />

Director<br />

28 March 2005<br />

SWISSCO INTERNATIONAL LIMITED_22


STATEMENT BY DIRECTORS<br />

In the opinion of the directors,<br />

(a) the balance sheet of the Company and the consolidated financial statements of the Group as set out on pages 25<br />

to 51 are drawn up so as to give a true and fair view of the state of affairs of the Company and of the Group<br />

at 31 December 2004 and of the results of the business, changes in equity and cash flows of the Group for the<br />

financial year ended 31 December 2004; and<br />

(b)<br />

at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its<br />

debts as and when they fall due.<br />

On behalf of the directors<br />

Yeo Chong Lin<br />

Director<br />

Alex Yeo Kian Teong<br />

Director<br />

28 March 2005<br />

ANNUAL REPORT 2004_23


AUDITORS’ REPORT<br />

TO <strong>THE</strong> MEMBERS <strong>OF</strong> SWISSCO INTERNATIONAL LIMITED<br />

We have audited the accompanying financial statements of <strong>Swissco</strong> International <strong>Limited</strong> set out on pages 25 to 51<br />

for the financial year ended 31 December 2004, comprising the balance sheet of the Company and the consolidated<br />

financial statements of the Group. These financial statements are the responsibility of the Company’s directors. Our<br />

responsibility is to express an opinion on these financial statements based on our audit. As set out in note 2(g) to the<br />

financial statements, the consolidated financial statements of the Group for the financial year ended 31 December 2004<br />

and its comparative figures have been prepared and presented as if the Group has been in existence since 1 January<br />

2003 using the “pooling-of-interest” method. These comparative figures have not been audited.<br />

We conducted our audit in accordance with Singapore Standards on Auditing. Those Standards require that we<br />

plan and perform our audit to obtain reasonable assurance whether the financial statements are free of material<br />

misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the<br />

financial statements. An audit also includes assessing the accounting principles used and significant estimates made<br />

by the directors, as well as evaluating the overall financial statement presentation. We believe that our audit provides<br />

a reasonable basis for our opinion.<br />

In our opinion,<br />

(a)<br />

(b)<br />

the accompanying balance sheet of the Company and the consolidated financial statements of the Group are<br />

properly drawn up in accordance with the provisions of the Companies Act, Cap 50 (“the Act”) and Singapore<br />

Financial Reporting Standards so as to give a true and fair view of the state of affairs of the Company and of the<br />

Group as at 31 December 2004, and the results, changes in equity and cash flows of the Group for the financial<br />

year ended on that date; and<br />

the accounting and other records required by the Act to be kept by the Company and by those subsidiaries<br />

incorporated in Singapore of which we are the auditors have been properly kept in accordance with the provisions<br />

of the Act.<br />

PricewaterhouseCoopers<br />

Certified Public Accountants<br />

Singapore, 28 March 2005<br />

SWISSCO INTERNATIONAL LIMITED_24


CONSOLIDATED INCOME STATEMENT<br />

FOR <strong>THE</strong> FINANCIAL YEAR ENDED 31 DECEMBER 2004<br />

Note 2004 2003<br />

$ $<br />

Sales 4 8,529,184 12,129,518<br />

Cost of sales (6,480,504) (8,039,275)<br />

Gross profit 2,048,680 4,090,243<br />

Other operating income 4 4,358,919 2,137,553<br />

Administrative expenses (2,379,206) (1,849,557)<br />

Other operating expenses (756,106) (340,730)<br />

Profit from operations 5 3,272,287 4,037,509<br />

Finance costs 6 (348,318) (266,411)<br />

Share of results of associated companies before tax 1,110,240 600,187<br />

Profit before tax 4,034,209 4,371,285<br />

Income tax expense 8 (161,609) (280,677)<br />

Net profit for the financial year 3,872,600 4,090,608<br />

Earnings per share - basic and diluted (cents) 9 3.07 3.29<br />

The accompanying notes form an integral part of these financial statements. Auditors’ report – Page 24.<br />

ANNUAL REPORT 2004_25


BALANCE SHEETS<br />

AS AT 31 DECEMBER 2004<br />

The Group<br />

The Company<br />

Note 2004 2003 2004<br />

$ $ $<br />

ASSETS<br />

Current assets<br />

Cash and cash equivalents 10 3,733,422 1,025,364 2,047,110<br />

Trade and other receivables 11 2,767,636 11,862,364 2,933,135<br />

Inventories 12 34,633 43,305 –<br />

Other current assets 13 207,440 176,526 24,724<br />

6,743,131 13,107,559 5,004,969<br />

Non-current assets<br />

Investments in subsidiaries 14 – – 7,685,782<br />

Investments in associated companies 15 3,223,143 2,174,512 2,174,512<br />

Other investments 16 19,000 19,000 75,139<br />

Property, plant and equipment 17 15,078,444 11,970,799 –<br />

18,320,587 14,164,311 9,935,433<br />

Total assets 25,063,718 27,271,870 14,940,402<br />

LIABILITIES<br />

Current liabilities<br />

Trade and other payables 18 3,151,820 8,299,900 151,509<br />

Borrowings 19 472,200 4,164,669 –<br />

Current tax liabilities 8 300,843 203,593 –<br />

3,924,863 12,668,162 151,509<br />

Non-current liabilities<br />

Borrowings 19 913,500 1,854,166 –<br />

Deferred tax liabilities 8 118,980 118,980 –<br />

Deferred income 21 642,960 – –<br />

1,675,440 1,973,146 –<br />

Total liabilities 5,600,303 14,641,308 151,509<br />

Net assets 19,463,415 12,630,562 14,788,893<br />

SHAREHOLDERS’ EQUITY<br />

Share capital 23 11,735,434 1,558,716 11,735,436<br />

Share premium 3,915,520 – 3,915,520<br />

Retained earnings 24 3,812,461 11,071,846 (862,063)<br />

Total shareholders’ equity 19,463,415 12,630,562 14,788,893<br />

The accompanying notes form an integral part of these financial statements. Auditors’ report – Page 24.<br />

SWISSCO INTERNATIONAL LIMITED_26


CONSOLIDATED STATEMENT <strong>OF</strong> CHANGES IN EQUITY<br />

FOR <strong>THE</strong> FINANCIAL YEAR ENDED 31 DECEMBER 2004<br />

Note<br />

Share<br />

capital<br />

Share<br />

premium<br />

Merger<br />

reserves**<br />

Retained<br />

earnings<br />

Total<br />

$ $ $ $ $<br />

Balance as at 1 January 2004* 1,558,716 – – 11,071,846 12,630,562<br />

Total recognised gain for the<br />

financial year – net profit – – – 3,872,600 3,872,600<br />

Issue of share capital upon<br />

incorporation 2 – – – 2<br />

Movements arising from<br />

Restructuring Exercise 2<br />

Adjustment arising from<br />

Restructuring Exercise (1,558,716) – (8,376,716) – (9,935,432)<br />

Excess of cash consideration over<br />

assets acquired – – – (2,755,269) (2,755,269)<br />

Transferred from retained<br />

earnings to Merger reserve – – 8,376,716 (8,376,716) –<br />

Issue of share capital pursuant<br />

to Restructuring Exercise 9,935,432 – – – 9,935,432<br />

Sub-total 8,376,716 – – (11,131,985) (2,755,269)<br />

Issue of shares pursuant to Initial<br />

Public Offering 1,800,000 4,500,000 – – 6,300,000<br />

Share issue expenses – (584,480) – – (584,480)<br />

Balance as at 31 December 2004 11,735,434 3,915,520 – 3,812,461 19,463,415<br />

Balance as at 1 January 2003* 1,558,716 – – 6,981,238 8,539,954<br />

Total recognised gain for the<br />

financial year – net profit – – – 4,090,608 4,090,608<br />

Balance as at 31 December 2003 1,558,716 – – 11,071,846 12,630,562<br />

* These balances represent the share capital and retained earnings of the subsidiaries prior to the Restructuring<br />

Exercise (note 2).<br />

** Merger reserves represent the difference between the nominal value of shares issued by the Company and the<br />

nominal value of the shares of the subsidiaries acquired as part of the Restructuring Exercise.<br />

The accompanying notes form an integral part of these financial statements. Auditors’ report – Page 24.<br />

ANNUAL REPORT 2004_27


CONSOLIDATED CASH FLOW STATEMENT<br />

FOR <strong>THE</strong> FINANCIAL YEAR ENDED 31 DECEMBER 2004<br />

Note 2004 2003<br />

$ $<br />

Cash flows from operating activities<br />

Profit before tax 4,034,209 4,371,285<br />

Adjustments for:<br />

Share of results of associated companies (1,110,240) (600,187)<br />

Amortisation of deferred income (14,840) –<br />

Depreciation of property, plant and equipment 1,156,827 1,128,762<br />

Interest expense 348,318 266,411<br />

Initial Public Offering expense 584,480 –<br />

Gain on disposal of property, plant and equipment (4,332,020) (2,028,879)<br />

Operating cash flow before working capital changes 666,734 3,137,392<br />

Changes in operating assets and liabilities:<br />

Trade and other receivables 866,267 1,425,341<br />

Inventories 8,672 8,195<br />

Other current assets (30,914) (96,384)<br />

Trade and other payables (798,699) 526,612<br />

Cash generated from operations 712,060 5,001,156<br />

Income tax paid (2,750) (35,824)<br />

Net cash inflow from operating activities 709,310 4,965,332<br />

Cash flows from investing activities<br />

Proceeds from sale of property, plant and equipment 8,844,522 5,460,348<br />

Purchase of property, plant and equipment (6,624,077) (8,229,318)<br />

Payment for other investment – (15,000)<br />

Loans to related parties – (1,869,123)<br />

Net cash inflow/(outflow) from investing activities 2,220,445 (4,653,093)<br />

Cash flows from financing activities<br />

Proceeds from issue of shares 6,300,002 –<br />

Initial Public Offering expense (1,168,960) –<br />

Interest expense (348,318) (266,411)<br />

Proceeds from borrowings – 758,574<br />

Repayment of finance lease liabilities (233,018) (349,449)<br />

Repayment of short-term bank loans (net) (1,461,960) –<br />

Net cash inflow from financing activities 3,087,746 142,714<br />

Net increase in cash and cash equivalents held 6,017,501 454,953<br />

Cash and cash equivalents at beginning of the financial year (2,284,079) (2,739,032)<br />

Cash and cash equivalents at end of the financial year 10 3,733,422 (2,284,079)<br />

The accompanying notes form an integral part of these financial statements. Auditors’ report – Page 24.<br />

SWISSCO INTERNATIONAL LIMITED_28


NOTES TO <strong>THE</strong> FINANCIAL STATEMENTS<br />

FOR <strong>THE</strong> FINANCIAL YEAR ENDED 31 DECEMBER 2004<br />

These notes form an integral part of and should be read in conjunction with the accompanying financial statements.<br />

1. General<br />

The Company was incorporated in Singapore on 29 January 2004 as a public limited company and was admitted<br />

to the Singapore Exchange Securities Trading <strong>Limited</strong> Dealing in Automated Quotation System (“SGX – SESDAQ”)<br />

on 16 November 2004.<br />

The address of the Company’s registered office is No. 9 Pandan Road, Singapore 609257.<br />

The principal activity of the Company is that of an investment holding company. The principal activities of its<br />

subsidiaries are set out in note 14 to the financial statements.<br />

There are no comparative figures for the Company as this is the first set of financial statements prepared by the<br />

Company since its incorporation.<br />

2. Restructuring Exercise<br />

The Group was formed on 6 October 2004 as a result of the restructuring exercise (“Restructuring Exercise”)<br />

undertaken for the purpose of the Company’s listing on the SGX-SESDAQ.<br />

Prior to the Restructuring Exercise, the entities in the Group were directly held by the controlling shareholders<br />

of the Company. The Restructuring Exercise involved transactions between entities controlled by the controlling<br />

shareholders of the Company as follows :<br />

(a)<br />

(b)<br />

(c)<br />

(d)<br />

On 31 March 2004, <strong>Swissco</strong> Offshore (Pte) Ltd (“<strong>Swissco</strong> Offshore”) acquired vessels, vehicles and machinery<br />

from <strong>Swissco</strong> Structural Mechanical Pte Ltd (“<strong>Swissco</strong> Structural”) and <strong>Swissco</strong> Marine Pte Ltd (“<strong>Swissco</strong><br />

Marine”), for a consideration of $8,317,840, satisfied by the offsetting of non-trade receivables owing by<br />

<strong>Swissco</strong> Structural and <strong>Swissco</strong> Marine to <strong>Swissco</strong> Offshore in exchange of net assets with net book values<br />

amounting to $5,562,571.<br />

On 19 April 2004, <strong>Swissco</strong> Offshore acquired 100% of the issued and paid-up share capital of <strong>Swissco</strong><br />

Offshore Ltd (“<strong>Swissco</strong> Seychelles”) for a nominal cash consideration of $1. Prior to the acquisition, all<br />

assets of <strong>Swissco</strong> Seychelles had been held on trust for <strong>Swissco</strong> Offshore.<br />

On 13 May 2004, Swiber Offshore Pte Ltd (“Swiber Offshore”) acquired 100% of the issued and paid-up<br />

share capital of Camvale Pte Ltd for a cash consideration of $210,000.<br />

On 6 October 2004, the Company acquired the following entities (“Entities”) for total considerations of<br />

$9,935,433, satisfied by the allotment and issuance of 9,935,432 ordinary shares of $1 each at par in the<br />

share capital of the Company and a nominal cash payment of $1:<br />

• the entire issued and paid-up share capital of <strong>Swissco</strong> Offshore.<br />

• the entire issued and paid-up share capital of Singapore Marine Logistics Pte Ltd.<br />

• 30% of the issued and paid-up share capital of PT Swisko Berjaya.<br />

• 30% of the issued and paid-up share capital of Swiber Offshore Pte Ltd.<br />

• 33.33% of the issued and paid-up share capital of Swisko Marine (Malaysia) Sdn. Bhd.<br />

• 33.33% of the issued and paid-up share capital of Asia Pacific Marine <strong>Limited</strong>.<br />

• 15% of the issued and paid-up share capital of APECS Offshore Pte Ltd.<br />

ANNUAL REPORT 2004_29


NOTES TO <strong>THE</strong> FINANCIAL STATEMENTS<br />

FOR <strong>THE</strong> FINANCIAL YEAR ENDED 31 DECEMBER 2004<br />

2. Restructuring Exercise (continued)<br />

(e)<br />

Total assets and liabilities contributed by the Entities to the Group as a result of the Restructuring Exercise<br />

mentioned in 2(a) to 2(d) above are as follows:<br />

At 6 October At 31 December<br />

2004<br />

2003<br />

$ $<br />

Total assets 19,793,298 27,271,870<br />

Total liabilities 4,349,645 14,641,308<br />

The Company does not hold material assets and liabilities prior to the Restructuring Exercise.<br />

(f)<br />

The sales, other operating income and net profits contributed to the Group as a result of the Restructuring<br />

Exercise mentioned in 2(a) to 2(d) above, for the period prior to 6 October 2004 that are included in the<br />

consolidated income statement are as follows:<br />

At 6 October<br />

2004<br />

At 31 December<br />

2003<br />

$ $<br />

Sales revenue 7,424,439 12,129,518<br />

Other operating revenue 3,389,031 2,137,553<br />

Net profit 2,813,082 4,090,608<br />

The Company’s contributions to the above components of the income statement are immaterial.<br />

(g)<br />

The consolidated financial statements of the Group for the financial year ended 31 December 2004 and<br />

31 December 2003 have been prepared using the “pooling-of-interest” method. Under the pooling-ofinterest<br />

method, the financial statements of the Group for the financial year ended 31 December 2004<br />

and the comparatives for 2003 have been presented as if the Group structure immediately after the<br />

Restructuring Exercise has been in existence prior to 6 October 2004 and the assets and liabilities are<br />

brought into the consolidated financial statements at their existing carrying amounts. The comparative<br />

figures of the Group, which have been prepared using audited financial statements of the individual<br />

entities constituting the Group, have not been audited.<br />

3. Significant accounting policies<br />

(a)<br />

Basis of preparation<br />

The financial statements have been prepared in accordance with Singapore Financial Reporting Standards<br />

(“FRS”). These financial statements have been prepared under the historical cost convention.<br />

The preparation of financial statements in conformity with FRS requires the use of estimates and assumptions<br />

that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the<br />

date of the financial statements and the reported amounts of revenues and expenses during the financial year.<br />

Although these estimates are based on management’s best knowledge of current events and actions, actual<br />

results may ultimately differ from those estimates.<br />

(b)<br />

Revenue recognition<br />

Revenue comprises the fair value for the sale of goods and rendering of services, net of goods and services tax,<br />

rebates and discounts, and after eliminating sales within the Group.<br />

Revenue from the sale of goods is recognised on completion of delivery when significant risks and rewards of<br />

ownership of the goods are transferred to the buyer.<br />

SWISSCO INTERNATIONAL LIMITED_30


NOTES TO <strong>THE</strong> FINANCIAL STATEMENTS<br />

FOR <strong>THE</strong> FINANCIAL YEAR ENDED 31 DECEMBER 2004<br />

3. Significant accounting policies (continued)<br />

(b)<br />

Revenue recognition (continued)<br />

Charter hire income is taken to the income statement on a straight line basis over the charter hire period, and<br />

after eliminating sales within the Group companies.<br />

Revenue from rendering of services is based on stage of completion determined by reference to services<br />

performed to date as a percentage of total services to be performed.<br />

Dividends are recognised when the right to receive payment is established.<br />

Interest income is accrued on time apportionment basis using the effective interest method.<br />

Revenue arising from rental is recognised on a straight line basis over the period of the leases.<br />

(c)<br />

Group accounting<br />

(1) Subsidiaries<br />

Subsidiaries are entities over which the Group has power to govern the financial and operating policies,<br />

generally accompanying a shareholding of more than one half of the voting rights. The existence and<br />

effect of potential voting rights that are currently exercisable or presently convertible are considered<br />

when assessing whether the Group controls another entity.<br />

For subsidiaries that are acquired as part of the Restructuring Exercise (note 2), the pooling-of-interest<br />

method has been used (note 2(g)).<br />

In preparing the consolidated financial statements, intercompany transactions, balances and unrealised<br />

gains on transactions between group companies are eliminated; unrealised losses are also eliminated<br />

unless cost cannot be recovered. Where necessary, adjustments are made to the financial statements of<br />

subsidiaries to ensure consistency of accounting policies with those of the Group.<br />

Please refer to note 3(e) for the Company’s accounting policy on investments in subsidiaries.<br />

(2) Associated companies<br />

Associated companies are entities over which the Group has significant influence, but not control, generally<br />

accompanying a shareholding of between and including 20% and 50% of the voting rights.<br />

Investments in associated companies are accounted for in the consolidated financial statements using the<br />

equity method of accounting. Equity accounting involves recording investments in associated companies<br />

initially at cost, and recognising the Group’s share of its associated companies’ results for the year. When<br />

the Group’s share of losses in an associated company equals or exceeds its investment in the associated<br />

company, the Group does not recognise further losses, unless it has incurred obligations or made payments<br />

on behalf of the associated company.<br />

In applying the equity method, unrealised gains on transactions between the Group and its associated<br />

companies are eliminated to the extent of the Group’s interest in the associated companies. Unrealised<br />

losses are also eliminated unless the transaction provides evidence of an impairment of the asset<br />

transferred. Where necessary, adjustments are made to the financial statements of associated companies<br />

to ensure consistency of accounting policies with those of the Group.<br />

Please refer to note 3(e) for the Company’s accounting policy on investments in associated companies.<br />

ANNUAL REPORT 2004_31


NOTES TO <strong>THE</strong> FINANCIAL STATEMENTS<br />

FOR <strong>THE</strong> FINANCIAL YEAR ENDED 31 DECEMBER 2004<br />

3. Significant accounting policies (continued)<br />

(d)<br />

Property, plant and equipment<br />

All property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment<br />

losses.<br />

Depreciation of property, plant and equipment is calculated on a straight-line basis to write off the cost of the<br />

property, plant and equipment over their expected useful lives. The estimated useful lives are as follows:<br />

Vessels/barges<br />

Leasehold buildings<br />

Motor vehicles<br />

Furniture, fittings and computers<br />

Plant and equipment<br />

15 years<br />

the shorter of 50 years or the lease term<br />

5 years<br />

3 – 10 years<br />

5 years<br />

No depreciation is provided on vessels-in-construction.<br />

Subsequent expenditure relating to property, plant and equipment that has already been recognised is added<br />

to the carrying amount of the asset when it is probable that future economic benefits, in excess of the originally<br />

assessed standard of performance of the existing asset, will flow to the Group and the cost can be reliably<br />

measured. Other subsequent expenditure is recognised as an expense during the financial year in which it is<br />

incurred.<br />

Where an indication of impairment exists, the carrying amount of the asset is assessed and written down<br />

immediately to its recoverable amount.<br />

Gains and losses on disposals are determined by comparing proceeds with carrying amounts and are taken to<br />

the income statement.<br />

(e)<br />

Investments<br />

Investments in subsidiaries and associated companies are stated at cost less impairment losses in the Company’s<br />

balance sheet. Where an indication of impairment exists, the carrying amount of the investment is assessed and<br />

written down immediately to its recoverable amount.<br />

Investments in other non-current investments, are stated at cost and an allowance for diminution is made where,<br />

in the opinion of the directors, there is a decline other than temporary in the value of such investments. Where<br />

there has been a decline other than temporary in the value of an investment, such a decline is recognised as an<br />

expense in the period in which the decline is identified.<br />

On disposal of an investment, including subsidiaries and associated companies, the difference between net<br />

disposal proceeds and its carrying amount is taken to the income statement.<br />

(f)<br />

Trade receivables<br />

Trade receivables are stated at original invoice amount less allowance made for doubtful receivables based on<br />

a review of all outstanding amounts at the balance sheet date. An allowance for doubtful receivables is made<br />

when there is objective evidence that the Group will not be able to collect amounts due according to original<br />

terms of receivables. Bad debts are written off when identified.<br />

SWISSCO INTERNATIONAL LIMITED_32


NOTES TO <strong>THE</strong> FINANCIAL STATEMENTS<br />

FOR <strong>THE</strong> FINANCIAL YEAR ENDED 31 DECEMBER 2004<br />

3. Significant accounting policies (continued)<br />

(g)<br />

Accounting for leases<br />

Finance leases<br />

Leases of assets in which the Group assumes substantially the risks and rewards of ownership are classified<br />

as finance leases. Finance leases are capitalised at the inception of the lease at the lower of the fair value<br />

of the leased asset and the present value of the minimum lease payments. Each lease payment is allocated<br />

between the liability and finance charge so as to achieve a constant rate on the finance balance outstanding.<br />

The corresponding rental obligations, net of finance charges, are included in borrowings. The interest element<br />

of the finance cost is taken to the income statement over the lease period so as to produce a constant periodic<br />

rate of interest on the remaining balance of the liability for each period.<br />

Operating leases<br />

Leases of assets in which a significant portion of the risks and rewards of ownership are retained by the lessor<br />

are classified as operating leases. Payments made under operating leases (net of any incentives received from the<br />

lessor) are taken to the income statement on a straight-line basis over the period of the lease.<br />

When an operating lease is terminated before the lease period has expired, any payment required to be made to<br />

the lessor by way of penalty is recognised as an expense in the period in which termination takes place.<br />

(h)<br />

Inventories<br />

Inventories are stated at the lower of cost and net realisable value. Cost is determined by the first-in, first-out<br />

basis. Net realisable value is the estimated selling price in the ordinary course of business, less the costs of<br />

completion and selling expenses.<br />

(i)<br />

Deferred income taxes<br />

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the<br />

tax bases of assets and liabilities and their carrying amounts in the financial statements. However, if the deferred<br />

income tax arises from initial recognition of an asset or liability in a transaction other than a business combination<br />

that at the time of the transaction affects neither accounting nor taxable profit or loss, it is not accounted for.<br />

Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by<br />

the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the<br />

deferred income tax liability is settled.<br />

Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available<br />

against which the temporary differences can be utilised.<br />

Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associated<br />

companies, except where the timing of the reversal of the temporary difference can be controlled and it is<br />

probable that the temporary difference will not reverse in the foreseeable future.<br />

(j)<br />

Provisions<br />

Provisions are recognised when the Group has a legal or constructive obligation as a result of past events that it is<br />

probable an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount<br />

of the obligation can be made.<br />

(k)<br />

Trade and other payables<br />

Trade and other payables are stated in the balance sheet at cost.<br />

(l)<br />

Borrowings<br />

Borrowings are recognised initially at fair value, net of transaction costs incurred.<br />

Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction<br />

costs) and the redemption value is taken to the income statement over the period of the borrowings using the<br />

effective interest method.<br />

ANNUAL REPORT 2004_33


NOTES TO <strong>THE</strong> FINANCIAL STATEMENTS<br />

FOR <strong>THE</strong> FINANCIAL YEAR ENDED 31 DECEMBER 2004<br />

3. Significant accounting policies (continued)<br />

(m)<br />

Employee benefits<br />

(1) Defined contribution plans<br />

Defined contribution plans are post-employment benefit plans under which the Group pays fixed<br />

contributions into separate entities such as Central Provident Fund, and will have no legal or constructive<br />

obligation to pay further contributions if any of the funds does not hold sufficient assets to pay all<br />

employee benefits relating to employee service in the current and preceding financial years. The Group’s<br />

contribution to defined contribution plans are recognised in the financial year to which they relate.<br />

(2) Employee leave entitlement<br />

Employee entitlements to annual leave are recognised when they accrue to employees. A provision is<br />

made for the estimated liability for annual leave as a result of services rendered by employees up to the<br />

balance sheet date.<br />

(n)<br />

Impairment of assets<br />

Non-current assets, including property, plant and equipment and investments in subsidiaries and associated<br />

companies are reviewed for impairment losses whenever events or changes in circumstances indicate that the<br />

carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s<br />

carrying amount exceeds its recoverable amount, which is the higher of an asset’s net selling price and its value<br />

in use.<br />

(o)<br />

Foreign currency translation<br />

(1) Measurement currency<br />

Items included in the financial statements of each entity in the Group are measured using the currency that<br />

best reflects the economic substance of the underlying events and circumstances relevant to that entity (“the<br />

measurement currency”). The consolidated financial statements and balance sheet of the Company are presented<br />

in Singapore Dollars, which is the measurement currency of the Company.<br />

(2) Transactions and balances<br />

Foreign currency transactions are translated into the measurement currency using the exchange rates prevailing<br />

at the date of transactions. Foreign currency monetary assets and liabilities are translated into the measurement<br />

currency at the rates of exchange prevailing at the balance sheet date or at contracted rates where they are<br />

covered by forward exchange contracts. Foreign exchange gains and losses resulting from the settlement of<br />

such transactions and from the translation at financial year-end exchange rates of monetary assets and liabilities<br />

denominated in foreign currencies, are taken to the income statement.<br />

(3) Translation of Group entities’ financial statements<br />

The results and financial position of group entities (none of which has the currency of a hyperinflationary<br />

economy) that are in measurement currencies other than Singapore Dollars are translated into Singapore Dollars<br />

as follows:<br />

(i)<br />

(ii)<br />

(iii)<br />

Assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that<br />

balance sheet;<br />

Income and expenses for each income statement are translated at average exchange rates (unless<br />

this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the<br />

transaction dates, in which case income and expenses are translated at the dates of the transactions);<br />

and<br />

All resulting exchange differences are taken to the foreign currency translation reserve.<br />

SWISSCO INTERNATIONAL LIMITED_34


NOTES TO <strong>THE</strong> FINANCIAL STATEMENTS<br />

FOR <strong>THE</strong> FINANCIAL YEAR ENDED 31 DECEMBER 2004<br />

3. Significant accounting policies (continued)<br />

(p)<br />

Segment reporting<br />

Business segments provide products and services that are subject to risks and returns that are different from those<br />

of other business segments. Geographical segments provide products or services within a particular economic<br />

environment that is subject to risks and returns that are different from those of components operating in other<br />

economic environments.<br />

(q)<br />

Cash and cash equivalents<br />

For the purposes of the consolidated cash flow statement, cash and cash equivalents comprise cash on hand,<br />

deposits held at call with banks and bank overdrafts. Bank overdrafts are included under borrowings in current<br />

liabilities on the balance sheet.<br />

(r)<br />

Share capital<br />

Incremental external costs directly attributable to the issue of new shares, other than on a business combination,<br />

are taken to equity as a deduction, net of tax, from the proceeds. Incremental costs directly attributable to the<br />

issuance of new shares for the acquisition of businesses are included in the cost of acquisition as part of the<br />

purchase consideration.<br />

(s)<br />

Dividend<br />

Dividends are recorded in the Group’s financial statements in the period in which they are approved by the<br />

Company’s shareholders.<br />

4. Revenue<br />

The Group<br />

2004 2003<br />

$ $<br />

Sales<br />

Chartering income, sale of out-port-limit services and related income 5,964,818 8,490,571<br />

Ship repair and related services 2,500,486 2,287,109<br />

Trading of marine equipment 63,880 1,351,838<br />

8,529,184 12,129,518<br />

Other operating income<br />

Gain on disposal of property, plant and equipment 4,332,020 2,060,559<br />

Foreign exchange gain (net) – 7,209<br />

Amortisation of deferred income 14,840 –<br />

Others 12,059 69,785<br />

4,358,919 2,137,553<br />

Total revenue 12,888,103 14,267,071<br />

ANNUAL REPORT 2004_35


NOTES TO <strong>THE</strong> FINANCIAL STATEMENTS<br />

FOR <strong>THE</strong> FINANCIAL YEAR ENDED 31 DECEMBER 2004<br />

5. Profit from operations<br />

The following items have been included in arriving<br />

at profit from operations:<br />

The Group<br />

2004 2003<br />

$ $<br />

Charging:<br />

Auditors’ remuneration paid/payable to:<br />

- Auditors of the Company 115,000 51,500<br />

- Other auditors 4,730 –<br />

Depreciation of property, plant and equipment (note 17)<br />

- Vessels/barges 336,117 398,247<br />

- Leasehold buildings 207,937 207,937<br />

- Motor vehicles 208,648 86,741<br />

- Furniture, fittings and computers 10,686 6,672<br />

- Plant and equipment 393,439 429,165<br />

Rental expense - operating leases 623,407 647,114<br />

Foreign exchange loss - net 61,363 –<br />

Allowance for doubtful trade receivables 124,954 39,398<br />

Initial Public Offering expense (note 23) 584,480 –<br />

6. Finance costs<br />

Interest expense:<br />

The Group<br />

2004 2003<br />

$ $<br />

- Bank loans 153,239 91,554<br />

- Bank overdrafts 162,139 151,344<br />

- Finance leases 32,940 23,513<br />

348,318 266,411<br />

7. Staff costs<br />

The Group<br />

2004 2003<br />

$ $<br />

Wages and salaries 2,626,419 2,234,629<br />

Employer’s contribution to defined contribution<br />

plans including Central Provident Fund 134,131 99,495<br />

Staff benefits 65,644 106,760<br />

2,826,194 2,440,884<br />

Number of full time employees at the end of the financial year 85 109<br />

Key management remuneration is disclosed in note 28(b).<br />

SWISSCO INTERNATIONAL LIMITED_36


NOTES TO <strong>THE</strong> FINANCIAL STATEMENTS<br />

FOR <strong>THE</strong> FINANCIAL YEAR ENDED 31 DECEMBER 2004<br />

8. Tax<br />

(a)<br />

Tax expense<br />

The Group<br />

2004 2003<br />

$ $<br />

Tax expense attributable to profit is made up of:<br />

Current income tax 100,000 166,843<br />

Deferred tax – 103,780<br />

Share of tax of associated companies 61,609 34,484<br />

161,609 305,107<br />

Over provision in preceding financial year<br />

- Current income tax – (24,430)<br />

161,609 280,677<br />

The tax expense on profit differs from the amount that would arise using the Singapore standard rate of income<br />

tax due to the following:<br />

The Group<br />

2004 2003<br />

$ $<br />

Profit before tax 4,034,209 4,371,285<br />

Tax calculated at a tax rate of 20% (2003: 22%) 806,842 961,683<br />

Singapore statutory stepped income exemption (21,000) (23,100)<br />

Income not subject to tax (833,659) (802,107)<br />

Expenses not deductible for tax purposes 209,426 161,675<br />

Others – 6,956<br />

161,609 305,107<br />

(b)<br />

Movements in current tax liabilities<br />

The Group<br />

2004 2003<br />

$ $<br />

At the beginning of financial year 203,593 97,004<br />

Income tax paid (2,750) (35,824)<br />

Current financial year’s income tax expense 100,000 166,843<br />

Over provision for preceding financial year – (24,430)<br />

At the end of financial year 300,843 203,593<br />

ANNUAL REPORT 2004_37


NOTES TO <strong>THE</strong> FINANCIAL STATEMENTS<br />

FOR <strong>THE</strong> FINANCIAL YEAR ENDED 31 DECEMBER 2004<br />

8. Tax (continued)<br />

(c)<br />

Deferred income taxes<br />

The movement in the deferred tax liabilities during the financial year is as follows:<br />

Deferred tax liabilities<br />

The Group<br />

2004 2003<br />

$ $<br />

At the beginning of financial year 118,980 15,200<br />

Charged to income statement – 103,780<br />

At the end of financial year 118,980 118,980<br />

Represented by:<br />

Accelerated tax depreciation 118,980 118,980<br />

9. Earnings per share<br />

Basic earnings per share is calculated by dividing the net profit attributable to members of <strong>Swissco</strong> International<br />

<strong>Limited</strong> by the weighted average number of ordinary shares in issue during the financial year.<br />

The Group<br />

2004 2003<br />

$ $<br />

Net profit for the financial year($) 3,872,600 4,090,608<br />

Weighted average number of ordinary shares in issue for<br />

basic earnings per share 126,067,925 124,192,925<br />

Basic earnings per share (cents) 3.07 3.29<br />

The weighted average number of shares for both 2004 and 2003 has been adjusted to reflect the sub-division<br />

and consolidation of shares in 2004 (note 23).<br />

Diluted earnings per share is the same as basic earnings per share. As at 31 December 2004, the Company does<br />

not have any potential ordinary shares that have a dilutive effect on earnings per share.<br />

10. Cash and cash equivalents<br />

The Group<br />

The Company<br />

2004 2003 2004<br />

$ $ $<br />

Cash at bank and on hand 1,733,422 1,025,364 47,110<br />

Fixed deposits with financial institutions 2,000,000 – 2,000,000<br />

3,733,422 1,025,364 2,047,110<br />

The fixed deposits with financial institutions for the Group and Company mature on varying dates within 3<br />

months from the financial year end. The weighted average effective interest rate of these deposits for the<br />

Group and Company as at 31 December 2004 was 1.24% per annum.<br />

The carrying amounts of cash and cash equivalents approximate their fair value.<br />

SWISSCO INTERNATIONAL LIMITED_38


NOTES TO <strong>THE</strong> FINANCIAL STATEMENTS<br />

FOR <strong>THE</strong> FINANCIAL YEAR ENDED 31 DECEMBER 2004<br />

10. Cash and cash equivalents (continued)<br />

For the purposes of the consolidated cash flow statement, the financial year end consolidated cash and cash<br />

equivalents comprise the following:<br />

The Group<br />

2004 2003<br />

$ $<br />

Cash and bank balances (as above) 3,733,422 1,025,364<br />

Less: Bank overdrafts (note 19) – (3,309,443)<br />

Cash and cash equivalents per consolidated cash flow statement 3,733,422 (2,284,079)<br />

11. Trade and other receivables<br />

The Group<br />

The Company<br />

2004 2003 2004<br />

$ $ $<br />

Trade receivables:<br />

- third parties 2,494,261 2,768,462 –<br />

- associated companies 436,554 868,537 –<br />

- related parties – 105,210 –<br />

2,930,815 3,742,209 –<br />

Less: Allowance for doubtful trade receivables from<br />

third parties (263,351) (138,398) –<br />

2,667,464 3,603,811 –<br />

Other receivables<br />

- third parties 100,172 30,090 48,335<br />

- related parties (non-trade) – 8,228,463 –<br />

- subsidiary (non-trade) – – 2,884,800<br />

2,767,636 11,862,364 2,933,135<br />

The non-trade amounts due by related parties and subsidiary are unsecured, interest-free and with no fixed<br />

terms of repayment. Related parties are companies in which certain directors have financial interests in.<br />

Trade and other receivables are denominated in the following currencies:<br />

The Group<br />

The Company<br />

2004 2003 2004<br />

$ $ $<br />

Singapore Dollar 2,353,435 11,136,533 2,933,135<br />

United States Dollar 414,201 725,831 –<br />

2,767,636 11,862,364 2,933,135<br />

The carrying amounts of current trade and other receivables approximate their fair value.<br />

12. Inventories<br />

The Group<br />

The Company<br />

2004 2003 2004<br />

$ $ $<br />

Materials and supplies, at cost 34,633 43,305 –<br />

ANNUAL REPORT 2004_39


NOTES TO <strong>THE</strong> FINANCIAL STATEMENTS<br />

FOR <strong>THE</strong> FINANCIAL YEAR ENDED 31 DECEMBER 2004<br />

13. Other current assets<br />

The Group<br />

The Company<br />

2004 2003 2004<br />

$ $ $<br />

Prepayments 201,669 153,776 24,493<br />

Other deposits 5,771 22,750 231<br />

207,440 176,526 24,724<br />

The carrying amounts of the above other current assets approximate their fair value.<br />

14. Investments in subsidiaries<br />

The Company<br />

2004<br />

$<br />

Unquoted equity shares, at cost 7,685,782<br />

Details of the subsidiaries are as follows:<br />

Name of subsidiaries held<br />

by the Company<br />

Principal business<br />

Country of<br />

incorporation/<br />

place of<br />

business<br />

Issued and<br />

paid-up<br />

capital<br />

Effective<br />

percentage of<br />

equity held by<br />

the Company<br />

%<br />

<strong>Swissco</strong> Offshore (Pte) Ltd<br />

(a)<br />

Singapore Marine Logistics<br />

Pte Ltd (a)<br />

Name of subsidiaries<br />

held by subsidiaries<br />

Operator of offshore<br />

support vessels, ship<br />

chartering, provision of<br />

marine logistics services<br />

and related business<br />

Ship repair and<br />

maintenance and related<br />

services<br />

Singapore $1,000,000 100<br />

Singapore $500,000 100<br />

<strong>Swissco</strong> Offshore Ltd (b)<br />

Holding the Seychellesflagged<br />

vessels on trust for<br />

<strong>Swissco</strong> Offshore<br />

Republic of<br />

Seychelles<br />

US$5,000 100<br />

Regional Marine Supply<br />

Private <strong>Limited</strong> (c)<br />

Trading of marine<br />

equipment, spare parts and<br />

shore supplies<br />

Singapore $50,000 99.998<br />

(a) Audited by PricewaterhouseCoopers, Singapore<br />

(b) Not required to be audited under the law of the country of incorporation<br />

(c) Audited by R Chan & Co, Singapore<br />

SWISSCO INTERNATIONAL LIMITED_40


NOTES TO <strong>THE</strong> FINANCIAL STATEMENTS<br />

FOR <strong>THE</strong> FINANCIAL YEAR ENDED 31 DECEMBER 2004<br />

15. Investment in associated companies<br />

The Group<br />

The Company<br />

2004 2003 2004<br />

$ $ $<br />

Unquoted equity shares, at cost 2,174,512<br />

At beginning of the financial year 2,174,512 1,608,809<br />

Share of results before tax 1,110,240 600,187<br />

Share of tax (note 8) (61,609) (34,484)<br />

Share of results after tax 1,048,631 565,703<br />

At end of the financial year 3,223,143 2,174,512<br />

Details of associated companies are as follows:<br />

Name of associated<br />

companies held<br />

by the Company<br />

Principal business<br />

Country of<br />

incorporation/<br />

place of business<br />

Issued and<br />

paid-up<br />

capital<br />

Effective<br />

percentage of<br />

equity held by<br />

the Company<br />

%<br />

PT Swisko Berjaya (a)<br />

Swiber Offshore Pte Ltd (b)<br />

Transportation of oil and<br />

gas services<br />

Shipowners, operators and<br />

charterers<br />

Indonesia RP250,000,000 30<br />

Singapore $100,000 30<br />

Swisko Marine (Malaysia)<br />

Sdn. Bhd. (c)<br />

Asia Pacific Marine <strong>Limited</strong><br />

(c)<br />

Chartering of bareboats Malaysia RM100,000 33.33<br />

Supply of bareboats Malaysia US$3 33.33<br />

Name of associated<br />

company held by<br />

Swiber Offshore<br />

Camvale Pte Ltd (b)<br />

Shipowners, operators and<br />

charterers<br />

Singapore $100,000 30<br />

(a) Audited by Prasetio, Sarwoko & Sangjaja, Indonesia<br />

(b) Audited by R Chan & Co, Singapore<br />

(c) Audited by Deloitte and Touche, Malaysia<br />

16. Other investments<br />

The Group<br />

The Company<br />

2004 2003 2004<br />

$ $ $<br />

Unquoted shares, at cost 15,000 15,000 75,139<br />

Club membership, at cost 4,000 4,000 –<br />

19,000 19,000 75,139<br />

Fair value of unquoted shares based on net tangible assets 161,261 75,139 161,261<br />

Fair value of club membership based on market value 4,000 4,000 –<br />

ANNUAL REPORT 2004_41


NOTES TO <strong>THE</strong> FINANCIAL STATEMENTS<br />

FOR <strong>THE</strong> FINANCIAL YEAR ENDED 31 DECEMBER 2004<br />

17. Property, plant and equipment<br />

The Group<br />

Vessels/<br />

barges<br />

Leasehold<br />

buildings<br />

Motor<br />

vehicles<br />

Furniture,<br />

fittings and<br />

computers<br />

Plant and<br />

equipment<br />

Vessels-inconstruction<br />

Total<br />

$ $ $ $ $ $ $<br />

Cost<br />

At beginning of<br />

the year 10,435,424 3,093,195 742,984 74,721 3,635,775 1,821,129 19,803,228<br />

Additions 46,930 – 523,153 24,107 141,817 7,383,167 8,119,174<br />

Disposals (5,708,591) – (112,330) (19,187) (1,298,746) – (7,138,854)<br />

Transfer from<br />

vessels-inconstruction<br />

1,619,599 – – – – (1,619,599) –<br />

At end of the year 6,393,362 3,093,195 1,153,807 79,641 2,478,846 7,584,697 20,783,548<br />

Accumulated<br />

depreciation<br />

At beginning of<br />

the year 4,023,660 1,013,825 192,641 32,198 2,570,105 – 7,832,429<br />

Depreciation 336,117 207,937 208,648 10,686 393,439 – 1,156,827<br />

Disposals (2,047,696) – (59,281) (14,549) (1,162,626) – (3,284,152)<br />

At end of the year 2,312,081 1,221,762 342,008 28,335 1,800,918 – 5,705,104<br />

Net book value<br />

At 31 December<br />

2004 4,081,281 1,871,433 811,799 51,306 677,928 7,584,697 15,078,444<br />

Net book value<br />

At 31 December<br />

2003 6,411,764 2,079,370 550,343 42,523 1,065,670 1,821,129 11,970,799<br />

Motor vehicles costing $458,893 (2003: $241,369) are registered in the name of employees who hold them in<br />

trust for the Group. Leasehold buildings are mortgaged to secure bank loans (note 19).<br />

Additions include $523,153 (2003: $382,469) motor vehicles leased under finance leases. The carrying amounts of<br />

motor vehicles and plant and equipment held under finance leases at 31 December 2004 amounted to $767,011<br />

and $36,600 respectively (2003: $477,048 and $54,900 respectively).<br />

SWISSCO INTERNATIONAL LIMITED_42


NOTES TO <strong>THE</strong> FINANCIAL STATEMENTS<br />

FOR <strong>THE</strong> FINANCIAL YEAR ENDED 31 DECEMBER 2004<br />

18. Trade and other payables<br />

The Group<br />

The Company<br />

2004 2003 2004<br />

$ $ $<br />

Trade payables<br />

- third parties 988,466 2,310,771 –<br />

- associated companies 37,689 37,987 –<br />

1,026,155 2,348,758 –<br />

Other payables<br />

- payable for purchase of<br />

plant and equipment 1,123,811 – –<br />

- due to executive directors (non-trade) 109,545 – –<br />

- due to a related party (non-trade) 28,162 5,557,347 –<br />

- due to shareholders (non-trade) – 49,787 –<br />

- others 20,074 – –<br />

1,281,592 5,607,134 –<br />

Accrued operating expenses 522,823 330,135 151,509<br />

Deposits received 321,250 13,873 –<br />

3,151,820 8,299,900 151,509<br />

The carrying amounts of trade and other payables approximate their fair value.<br />

The non-trade amounts due to a related party, executive directors and shareholders are unsecured, interest-free<br />

and are repayable on demand. The related party is a company in which certain directors have financial interest in.<br />

Trade and other payables are denominated in the following currencies:<br />

The Group<br />

The Company<br />

2004 2003 2004<br />

$ $ $<br />

Singapore Dollar 2,984,998 7,617,558 151,509<br />

United States Dollar 166,822 682,342 –<br />

3,151,820 8,299,900 151,509<br />

19. Borrowings<br />

(a)<br />

Current<br />

The Group<br />

2004 2003<br />

$ $<br />

Bank overdrafts (i) – 3,309,443<br />

Finance lease liabilities (note 20) 220,473 137,315<br />

Bank term loans due within twelve months (ii) 251,727 717,911<br />

472,200 4,164,669<br />

ANNUAL REPORT 2004_43


NOTES TO <strong>THE</strong> FINANCIAL STATEMENTS<br />

FOR <strong>THE</strong> FINANCIAL YEAR ENDED 31 DECEMBER 2004<br />

19. Borrowings (continued)<br />

(b)<br />

Non-current<br />

The Group<br />

2004 2003<br />

$ $<br />

Finance lease liabilities (note 20) 370,286 315,176<br />

Bank term loans (ii) 543,214 1,538,990<br />

913,500 1,854,166<br />

Total borrowings 1,385,700 6,018,835<br />

(i)<br />

(ii)<br />

The bank overdrafts and facilities are secured by the mortgage of the Group’s leasehold buildings, certain<br />

executive directors’ properties and guaranteed jointly and severally by certain executive directors and<br />

their family members. The unutilised banking facilities as at 31 December 2004 amounted to $3 million<br />

(2003: fully utilised).<br />

The bank term loans comprise a 4-year term loan, a 5-year term loan and a 10-year term loan.<br />

The 4-year term loan with a balance of $1,100,000 at 31 December 2003 was secured by one of the Group’s<br />

offshore vessels and guaranteed jointly and severally by certain executive directors. Interest on the loan<br />

is at 3.75% per annum flat and is repayable over 4 years by monthly installments commencing from<br />

1 September 2003. The term loan has been fully settled during the financial year.<br />

The 5-year term loan with a balance of $121,491 (2003: $392,973) at balance sheet date was secured<br />

by the Group’s leasehold buildings, properties owned or co-owned by certain executive directors and<br />

guaranteed jointly and severally by certain executive directors and their family members. Interest on<br />

the loan is at 1% above bank’s prevailing prime rate subject to variation and is repayable over 5 years by<br />

monthly instalments commencing from 25 June 2000.<br />

The 10-year term loan with a balance of $673,450 (2003: $763,928) at balance sheet date was secured<br />

by the Group’s leasehold buildings, properties owned or co-owned by certain executive directors and<br />

guaranteed jointly and severally by certain executive directors and their family members. Interest on the<br />

loan is at 0.5% above the bank’s prevailing prime rate subject to variation and is repayable over 10 years<br />

by monthly instalments commencing from 11 February 2001.<br />

(c)<br />

Interest rate risk<br />

The weighted average effective interest rates at the balance sheet date were as follows:<br />

The Group<br />

2004 2003<br />

$ $<br />

Finance lease liabilities 2.62 3.31<br />

Bank loans 5.58 4.73<br />

Bank overdrafts – 6.25<br />

SWISSCO INTERNATIONAL LIMITED_44


NOTES TO <strong>THE</strong> FINANCIAL STATEMENTS<br />

FOR <strong>THE</strong> FINANCIAL YEAR ENDED 31 DECEMBER 2004<br />

19. Borrowings (continued)<br />

(c)<br />

Interest rate risk (continued)<br />

The exposure of borrowings of the Group to interest rate changes and the periods in which the borrowings<br />

reprice as follows:<br />

The Group<br />

Less than 6<br />

months<br />

6 to 12<br />

months<br />

1 to 5<br />

years<br />

Over<br />

5 years Total<br />

$ $ $ $ $<br />

At 31 December 2004 308,011 164,189 888,526 24,974 1,385,700<br />

At 31 December 2003 4,466,344 19,171 1,244,540 288,780 6,018,835<br />

(d)<br />

Carrying amounts and fair values<br />

The carrying amounts of borrowings approximate their fair values.<br />

20. Finance lease liabilities<br />

The Group<br />

2004 2003<br />

$ $<br />

Minimum lease payments due:<br />

Within 1 year 244,383 154,529<br />

Between 1 and 5 years 418,100 313,639<br />

More than 5 years 3,137 58,930<br />

665,620 527,098<br />

Less:<br />

Finance charges (74,861) (74,607)<br />

590,759 452,491<br />

The present value of finance lease liabilities is as follows:<br />

Within 1 year 220,473 137,315<br />

Between 1 and 5 years 367,582 261,633<br />

More than 5 years 2,704 53,543<br />

590,759 452,491<br />

21. Deferred income<br />

Deferred income, relating to the unrealised gain arising from disposal of vessels to an associated company during<br />

the financial year, is credited to the income statement on a systematic basis over the periods necessary to match<br />

with the depreciation charged on the disposed vessels which is included in the share of associated company’s<br />

result for the financial year. Movements in deferred income are as follows:<br />

The Group<br />

$<br />

Addition during the year 657,800<br />

Credited to income statement (14,840)<br />

Balance as at 31 December 2004 642,960<br />

22. Holding company<br />

The immediate and ultimate holding company is Yeo <strong>Holdings</strong> Private <strong>Limited</strong>, a company incorporated in<br />

Singapore.<br />

ANNUAL REPORT 2004_45


NOTES TO <strong>THE</strong> FINANCIAL STATEMENTS<br />

FOR <strong>THE</strong> FINANCIAL YEAR ENDED 31 DECEMBER 2004<br />

23. Share capital of <strong>Swissco</strong> International <strong>Limited</strong><br />

(a)<br />

Authorised ordinary share capital<br />

The Company was incorporated on 29 January 2004 with an authorised share capital of $100,000 divided into<br />

100,000 ordinary shares of $1 each. During the financial period, the Company increased its authorised share<br />

capital from 100,000 ordinary shares of $1 each to 20,000,000 ordinary shares of $1 each. Each ordinary share in<br />

the authorised share capital was further subdivided into 50 ordinary shares of $0.02 each and consolidated from<br />

4 ordinary shares of $0.02 each into 1 ordinary share of $0.08 each.<br />

As at 31 December 2004, the total authorised number of ordinary shares is 250,000,000 shares with a par value<br />

of $0.08 per share.<br />

(b)<br />

Issued ordinary share capital<br />

The Company<br />

Number of Shares<br />

Par Value Par Value 2004<br />

$1 $0.08 $<br />

At date of incorporation 2 – 2<br />

Issue of shares pursuant to the Restructuring Exercise 9,935,432 – 9,935,432<br />

Sub-division and consolidation of shares (9,935,434) 124,192,925 –<br />

Issue of shares pursuant to the Initial Public Offering – 22,500,000 1,800,000<br />

At end of the financial year – 146,692,925 11,735,434<br />

During the financial period, the Company:<br />

- issued 2 ordinary shares of $1 each upon incorporation.<br />

- issued 9,935,432 ordinary shares of $1 each at par pursuant to the Restructuring Exercise (note 2);<br />

- sub-divided each ordinary share of $1 each in its authorised and issued share capital into 50 ordinary<br />

shares of $0.02 each;<br />

- consolidated 4 ordinary shares of $0.02 each in the authorised as well as the issued share capital into 1<br />

ordinary share of $0.08 each;<br />

- issued 22.5 million ordinary shares of $0.08 each at a premium of $0.20 per share for cash, pursuant to its<br />

Initial Public Offering (“IPO”) on the SGX-SESDAQ<br />

(c)<br />

(d)<br />

The movements in the share premium account are set out in the Consolidated Statement of Changes in Equity.<br />

The Company incurred expenses relating to its IPO amounting to $1,168,960 of which $584,480 was allocated as<br />

share issue expenses and set-off against the share premium account and the balance of $584,480 was allocated<br />

for the selling of vendor shares and taken to the consolidated income statement. Included in the total IPO<br />

expenses are reporting auditors’ fees of $146,500 paid to the auditors of the Company, in relation to the IPO of<br />

the Company.<br />

SWISSCO INTERNATIONAL LIMITED_46


NOTES TO <strong>THE</strong> FINANCIAL STATEMENTS<br />

FOR <strong>THE</strong> FINANCIAL YEAR ENDED 31 DECEMBER 2004<br />

24. Retained earnings<br />

(a)<br />

(b)<br />

The retained earnings of the Group and the Company are distributable, except for accumulated retained earnings<br />

of associated companies amounting to $1,048,631 (2003: $2,174,512) which are included in the Group’s retained<br />

earnings.<br />

Movements in retained earnings for the Company are as follows:<br />

The Company<br />

2004<br />

$<br />

At the beginning of financial period –<br />

Net (loss) for the financial period (862,063)<br />

At the end of financial period (862,063)<br />

Movements in retained earnings for the Group are shown in the Consolidated Statement of Changes in Equity.<br />

25. Contingent liabilities<br />

Corporate guarantees given are as follows:<br />

The Company<br />

2004<br />

$<br />

Unsecured corporate guarantees given to banks in connection with banking facilities<br />

provided to a subsidiary 5,753,000<br />

26. Commitments<br />

(a)<br />

Operating lease commitments<br />

The Group has future minimum lease payments under non-cancellable operating leases payable as follows:<br />

The Group<br />

2004 2003<br />

$ $<br />

Within one year 623,407 191,407<br />

Between 1 and 5 years 1,341,629 765,628<br />

More than 5 years 669,925 861,331<br />

2,634,961 1,818,366<br />

(b)<br />

Capital commitments<br />

Capital expenditure contracted for at the balance sheet date but not recognised in the financial statements is<br />

as follows:<br />

The Group<br />

2004 2003<br />

$ $<br />

Expenditure contracted for purchase of vessels/barges 14,679,545 9,520,866<br />

ANNUAL REPORT 2004_47


NOTES TO <strong>THE</strong> FINANCIAL STATEMENTS<br />

FOR <strong>THE</strong> FINANCIAL YEAR ENDED 31 DECEMBER 2004<br />

27. Financial risk management<br />

Risk management is carried out under policies approved by the Board of directors.<br />

Financial risk factors<br />

The Group’s activities are exposed to a variety of financial risks, including credit, liquidity, foreign currency<br />

exchange rates and interest rates. The management of these risks is discussed below:<br />

Credit risk<br />

The Group has no significant concentrations of credit risk. Management monitors the exposure to credit risks<br />

regularly. The maximum exposure to credit risk is represented by the carrying amount of each financial asset at<br />

the balance sheet date.<br />

Liquidity risk<br />

The Group monitors and maintains a level of cash and cash equivalents deemed adequate by the management to<br />

finance the Group’s operations and mitigate the effects of fluctuations in cash flows. Given the dynamic nature<br />

of the business, the Group endeavours to maintain flexibility in funding by keeping committed credit facilities<br />

available.<br />

Interest rate risk<br />

The Group is exposed to significant market risk for changes in interest rates on interest bearing assets and<br />

liabilities. The Group’s policy is to obtain the most favourable interest rates available.<br />

Foreign currency exchange risk<br />

The Group operates regionally and is exposed to foreign exchange risk due to its trading transactions in foreign<br />

currencies. The exposure to this risk is however minimum.<br />

The Group has a number of investments in foreign associated companies, whose net assets are exposed to<br />

currency translation risk. Currency exposure to the net assets of the Group’s associated companies is mainly in<br />

Indonesia and Malaysia. However, the exposure to this risk in the current financial year is not significant.<br />

28. Related party transactions<br />

The following related party transactions took place between the Group and related parties during the financial<br />

year on terms agreed by the parties concerned:<br />

(a)<br />

Sales and purchases of goods and services<br />

The Group<br />

2004 2003<br />

$ $<br />

Rental expense paid to a company in which certain directors have equity<br />

interest and directorship 432,000 360,000<br />

Director’s accommodation paid to a company in which certain directors<br />

have equity interest – 36,000<br />

Sales to associated companies 1,082,999 2,972,420<br />

Sales of vessels/barges to an associated company 2,677,200 –<br />

Purchases from associated companies 117,347 254,170<br />

SWISSCO INTERNATIONAL LIMITED_48


NOTES TO <strong>THE</strong> FINANCIAL STATEMENTS<br />

FOR <strong>THE</strong> FINANCIAL YEAR ENDED 31 DECEMBER 2004<br />

28. Related party transactions (continued)<br />

(b)<br />

Key management’s remuneration<br />

The key management’s remuneration included fees, salary, bonus, commission and other emoluments (including<br />

benefits-in-kind) computed based on the cost incurred by the Group and the Company, and where the Group or<br />

Company did not incur any costs, the value of the benefit is included. The total key management’s remuneration<br />

is as follows:<br />

The Group<br />

2004 2003<br />

$ $<br />

Key management’s remuneration:<br />

- directors of the Company 182,741 –<br />

- directors of subsidiaries 428,804 550,323<br />

29. Segment information<br />

Primary reporting format – business segments<br />

At 31 December 2004, the Group is organised into three main business segments:<br />

• Chartering (including sale of out-port-limit services and related income)<br />

• Ship repair and related services<br />

• Trading of marine equipment<br />

Inter-segment transactions are determined on an arm’s length basis. Unallocated costs represent corporate<br />

expenses. Segment assets consist primarily of property, plant and equipment, cash and cash equivalents, trade<br />

and other receivables, inventories and other current assets. Segment liabilities comprise operating liabilities and<br />

exclude items such as tax liabilities and bank borrowings. Capital expenditure comprises additions to property,<br />

plant and equipment.<br />

ANNUAL REPORT 2004_49


NOTES TO <strong>THE</strong> FINANCIAL STATEMENTS<br />

FOR <strong>THE</strong> FINANCIAL YEAR ENDED 31 DECEMBER 2004<br />

29. Segment information (continued)<br />

Primary reporting format - business segments (continued)<br />

Financial year ended<br />

31 December 2004<br />

Trading<br />

Chartering<br />

Ship repair and<br />

related services<br />

of marine<br />

equipment Elimination Group<br />

$’000 $’000 $’000 $’000 $’000<br />

Sales : 5,965 2,778 64 (278) 8,529<br />

Segment result 3,820 371 (57) 4,134<br />

Unallocated costs (862)<br />

Profit from operations 3,272<br />

Finance costs (348)<br />

Share of associate results 1,110<br />

Profit before tax 4,034<br />

Income tax expense (162)<br />

Net profit 3,872<br />

Segment assets 17,755 2,722 56 (827) 19,706<br />

Associated companies 3,223<br />

Unallocated assets 2,135<br />

Consolidated total assets 25,064<br />

Segment liabilities 5,628 1,011 193 (3,712) 3,120<br />

Deferred income 643<br />

Unallocated liabilities 1,838<br />

Consolidated total<br />

liabilities 5,601<br />

Other segment items<br />

Capital expenditure 8,075 44 – 8,119<br />

Depreciation 1,006 150 1 1,157<br />

SWISSCO INTERNATIONAL LIMITED_50


NOTES TO <strong>THE</strong> FINANCIAL STATEMENTS<br />

FOR <strong>THE</strong> FINANCIAL YEAR ENDED 31 DECEMBER 2004<br />

29. Segment information (continued)<br />

Primary reporting format - business segments (continued)<br />

Financial year ended<br />

31 December 2003<br />

Trading<br />

Chartering<br />

Ship repair and<br />

related services<br />

of marine<br />

equipment Elimination Group<br />

$’000 $’000 $’000 $’000 $’000<br />

Sales: 8,492 2,545 1,352 (260) 12,129<br />

Segment result 3,885 279 (127) 4,037<br />

Profit from operations 4,037<br />

Finance costs (266)<br />

Share of associate results 600<br />

Profit before tax 4,371<br />

Income tax expense (280)<br />

Net profit 4,091<br />

Segment assets 23,150 2,870 305 (1,227) 25,098<br />

Associated companies 2,174<br />

Consolidated total assets 27,272<br />

Segment liabilities 11,841 1,781 385 (1,227) 12,780<br />

Unallocated liabilities 1,861<br />

Consolidated total<br />

liabilities 14,641<br />

Other segment items<br />

Capital expenditure 8,326 285 – 8,611<br />

Depreciation 996 125 8 1,129<br />

Secondary reporting format - geographical segments<br />

No geographical segment information is presented as all of the Group’s assets are located in Singapore, which is<br />

considered as one geographical location with similar risks and returns.<br />

30. Authorisation of financial statements<br />

These financial statements were authorised for issue in accordance with a resolution of the Board of directors of<br />

<strong>Swissco</strong> International <strong>Limited</strong> on 28 March 2005.<br />

Auditors’ report – Page 24.<br />

ANNUAL REPORT 2004_51


STATISTICS <strong>OF</strong> SHAREHOLDINGS<br />

AS AT 17 MARCH 2005<br />

AUTHORISED SHARE CAPITAL : $20,000,000<br />

ISSUED AND FULLY PAID-UP CAPITAL : $11,735,434<br />

CLASS <strong>OF</strong> SHARES : Ordinary shares of S$0.08 each with equal voting rights<br />

Analysis of Shareholdings<br />

Size of Shareholdings No. of Shareholders % No. of Shares %<br />

1,000 - 10,000 342 46.59 2,369,000 1.62<br />

10,001 - 1,000,000 386 52.59 24,738,000 16.86<br />

1,000,001 & Above 6 0.82 119,585,925 81.52<br />

Total 734 100.00 146,692,925 100.00<br />

List of Top Twenty Shareholders as at 17 March 2005<br />

No. Shareholder’s Name No. of Shares %<br />

1 Yeo <strong>Holdings</strong> Private <strong>Limited</strong> 98,160,725 66.92<br />

2 Chong Thim Pheng 10,200,000 6.95<br />

3 Morgan Stanley Asia (S’pore) Pte Ltd 3,806,000 2.59<br />

4 E K Lim 3,532,200 2.41<br />

5 Phillip Securities Pte Ltd 2,143,000 1.46<br />

6 Singapore Enterprises Pte Ltd 1,744,000 1.19<br />

7 Asia Mechanical (F.E.) Pte Ltd 1,000,000 0.68<br />

8 Kim Eng Securities Pte Ltd 837,000 0.57<br />

9 Benety Chang 625,000 0.43<br />

10 Kwok Sin Kin Joseph 600,000 0.41<br />

11 Ong Lian Choon 494,000 0.34<br />

12 OCBC Securities Private Ltd 460,000 0.31<br />

13 DBS Nominees Pte Ltd 405,000 0.28<br />

14 Lek Soo Ngoh 405,000 0.28<br />

15 Goh Wai Sin 400,000 0.27<br />

16 United Overseas Bank Nominees Pte Ltd 360,000 0.25<br />

17 Singapore Nominees Pte Ltd 320,000 0.22<br />

18 Tay Chor Chua 320,000 0.22<br />

19 Wee Eng Keh 300,000 0.20<br />

20 Lim Ah Yock 280,000 0.19<br />

Total 126,391,925 86.16<br />

SWISSCO INTERNATIONAL LIMITED_52


STATISTICS <strong>OF</strong> SHAREHOLDINGS<br />

AS AT 17 MARCH 2005<br />

Substantial Shareholders<br />

No of shares of $0.08 each<br />

Name Direct Interest Deemed Interest<br />

Yeo <strong>Holdings</strong> Private <strong>Limited</strong> 98,160,725 Nil<br />

Yeo Chong Lin (Note 1) Nil 98,160,725<br />

Alex Yeo Kian Teong (Note 2) Nil 98,160,725<br />

Chong Thim Pheng 10,200,000 Nil<br />

Note 1 - Mr Yeo Chong Lin is deemed to be interested in the shares held by Yeo <strong>Holdings</strong> Private <strong>Limited</strong> by virtue of<br />

Section 7 of the Companies Act, Chapter 50.<br />

Note 2 - Mr Alex Yeo Kian Teong is deemed to be interested in the shares held by Yeo <strong>Holdings</strong> Private <strong>Limited</strong> by<br />

virtue of Section 7 of the Companies Act, Chapter 50.<br />

Based on the Register of Shareholders, and to the best knowledge of the Company, the percentage of shareholding held<br />

in the hands of public is approximately 23.5%. Accordingly, Company complies with Rule 723 of the Listing Manual.<br />

ANNUAL REPORT 2004_53


NOTICE <strong>OF</strong> FIRST ANNUAL GENERAL MEETING<br />

NOTICE IS HEREBY GIVEN THAT the First Annual General Meeting of the Company will be held at 9 Pandan Road,<br />

Singapore 609257 on 29 April 2005 at 9.00 a.m. for the purpose of transacting the following businesses:-<br />

ORDINARY BUSINESS<br />

1. To receive and adopt the Directors’ Report and the Audited Accounts for the period from 29<br />

January 2004 to 31 December 2004 together with the Auditors’ Report thereon.<br />

2. To consider and if thought fit, to pass the following resolution:<br />

(a) That pursuant to Section 153(6) of the Companies Act, Chapter 50, Mr Yeo Chong Lin be<br />

and is hereby re-appointed as a Director of the Company to hold such office until the<br />

next Annual General Meeting.<br />

3. To re-elect Mr Alex Yeo Kian Teong, a Director retiring pursuant to Article 87 of the Company’s<br />

Articles of Association. [(See explanatory note (a)]<br />

Resolution 1<br />

Resolution 2<br />

Resolution 3<br />

4. To re-elect the following directors retiring pursuant to Article 94 of the Company’s Articles of<br />

Association:<br />

(i)<br />

(ii)<br />

(iii)<br />

Mr Rohan Kamis [(See explanatory note (b)]<br />

Dr Chiang Hai Ding [(See explanatory note (c)])<br />

Mr Phillip Chan Yee Foo [(See explanatory note (d)])<br />

Resolution 4<br />

Resolution 5<br />

Resolution 6<br />

5. To re-appoint Messrs PricewaterhouseCoopers as Auditors and to authorise the Directors to fix<br />

their remuneration.<br />

Resolution 7<br />

6. To transact any other business of the Company which may properly be transacted at an Annual<br />

General Meeting.<br />

SPECIAL BUSINESS<br />

To consider and, if thought fit, to pass, with or without modifications, the following Ordinary Resolutions:<br />

7. “To approve Directors’ fees of S$98,000 for the period from 29 January 2004 to 31 December<br />

2004.”[see explanatory note (e)]<br />

8. “That pursuant to Section 161 of the Companies Act, Chapter 50 and the listing rules of the<br />

Singapore Exchange Securities Trading <strong>Limited</strong>, the Directors be and are hereby authorised<br />

to allot and issue shares and/or convertible securities in the Company (whether by way of<br />

bonus issue, rights issue or otherwise) at any time and upon such terms and conditions and for<br />

such purposes and to such persons as the Directors may, in their absolute discretion, deem fit<br />

provided that:<br />

Resolution 8<br />

Resolution 9<br />

(i)<br />

(ii)<br />

the aggregate number of shares and/or convertible securities to be issued pursuant to<br />

this Resolution does not exceed 50% of the issued share capital of the Company, of<br />

which the aggregate number of shares and/or convertible securities to be issued other<br />

than on a pro-rata basis to existing shareholders of the Company does not exceed 20%<br />

of the Company’s issued share capital;<br />

for the purpose of determining the aggregate number of shares and/or convertible<br />

securities that may be issued under (i) above, the percentage of issued share capital<br />

shall be based on the issued share capital of the Company at the time this Resolution is<br />

passed, after adjusting for<br />

a) new shares arising from the conversion or exercise of any convertible securities<br />

or employee share options or vesting of share awards that are outstanding or<br />

subsisting at the time this Resolution is passed; and<br />

(b) any subsequent consolidation or subdivision of shares; and<br />

SWISSCO INTERNATIONAL LIMITED_54


NOTICE <strong>OF</strong> FIRST ANNUAL GENERAL MEETING<br />

(iii)<br />

unless revoked or varied by the Company in general meeting, such authority conferred<br />

by this Resolution shall continue in force until the conclusion of the next Annual General<br />

Meeting of the Company or the date by which the next Annual General Meeting of<br />

the Company is required by law to be held, whichever is the earlier.” [[see Explanatory<br />

Note (f)]<br />

9. “That the participation in the <strong>Swissco</strong> Share Option Scheme (the “Share Option Scheme”) by Mr<br />

Yeo Chong Lin, who is a Controlling Shareholder of the Company (as defined in the Share Option<br />

Scheme), be and is hereby approved.”[[see Explanatory Note(g) and (h)]<br />

10. “That contingent upon the passing of Ordinary Resolution 10 above, that approval be and<br />

is hereby given to the Directors and any committee appointed by them to offer and grant,<br />

on the terms of and pursuant to the Rules of the Share Option Scheme to Mr Yeo Chong Lin,<br />

options under the Share Option Scheme to subscribe for 300,000 ordinary shares of $0.08 each<br />

in the capital of the Company (“Shares”) at a subscription price equal to the average of the last<br />

dealt prices for a share for the five (5) consecutive market days immediately preceding the latest<br />

practicable date prior to the date of the notice of this Annual General Meeting”. [see Explanatory<br />

Note (g)and (h)]<br />

11. “That the participation in the <strong>Swissco</strong> Share Option Scheme (the “Share Option Scheme”) by Mr<br />

Alex Yeo Kian Teong, who is a Controlling Shareholder of the Company (as defined in the Share<br />

Option Scheme), be and is hereby approved.”[[see Explanatory Note(g) and (i)]<br />

12. “That contingent upon the passing of Ordinary Resolution 12 above, that approval be and is<br />

hereby given to the Directors and any committee appointed by them to offer and grant, on<br />

the terms of and pursuant to the Rules of the Share Option Scheme to Mr Alex Yeo Kian Teong,<br />

options under the Share Option Scheme to subscribe for 300,000 ordinary shares of $0.08 each<br />

in the capital of the Company (“Shares”) at a subscription price equal to the average of the last<br />

dealt prices for a share for the five (5) consecutive market days immediately preceding the latest<br />

practicable date prior to the date of the notice of this Annual General Meeting.” [(see Explanatory<br />

Note (g) and (i)]<br />

13. “That the directors be and are hereby authorised to allot and issue from time to time such<br />

number of shares in the capital of the Company as may be required to be issued pursuant to the<br />

exercise of the options under the <strong>Swissco</strong> Share Option Scheme (the “Share Option Scheme”),<br />

provided always that the aggregate number of shares to be issued pursuant to the Share Option<br />

Scheme shall not exceed fifteen percent (15%) of the total issued share capital of the Company<br />

from time to time.”[[see Explanatory Note(j)]<br />

Resolution 10<br />

Resolution 11<br />

Resolution 12<br />

Resolution 13<br />

Resolution 14<br />

By Order of the Board<br />

Tan Ching Chek<br />

Company Secretary<br />

Dated: 13 April 2005<br />

Explanatory Notes to Ordinary and Special Business to be transacted: -<br />

(a)<br />

(b)<br />

Mr Alex Yeo Kian Teong will continue to be a member of the Remuneration Committee and Nominating<br />

Committee upon his re-election as a Director of the Company.<br />

Mr Rohan Kamis, the Chairman of the Audit Committee and a member of the Remuneration Committee will<br />

continue in office as Chairman of the Audit Committee and a member of the Remuneration Committee upon his<br />

ANNUAL REPORT 2004_55


NOTICE <strong>OF</strong> FIRST ANNUAL GENERAL MEETING<br />

re-election as a Director of the Company and will be considered independent for the purposes of Rule 704(8) of<br />

the Listing Manual of The Singapore Exchange Securities Trading <strong>Limited</strong>.<br />

(c)<br />

(d)<br />

(e)<br />

(f)<br />

(g)<br />

Dr Chiang Hai Ding, the Chairman of the Nominating Committee and a member of the Audit Committee will<br />

continue in office as Chairman of the Nominating Committee and a member of the Audit Committee upon his<br />

re-election as a Director of the Company and will be considered independent for the purposes of Rule 704(8) of<br />

the Listing Manual of The Singapore Exchange Securities Trading <strong>Limited</strong>.<br />

Mr Phillip Chan Yee Foo, the Chairman of the Remuneration Committee and a member of the Audit Committee<br />

and Nominating Committee will continue in office as Chairman of the Remuneration Committee and a member<br />

of the Audit Committee and Nominating Committee upon his re-election as a Director of the Company and will<br />

be considered independent for the purposes of Rule 704(8) of the Listing Manual of The Singapore Exchange<br />

Securities Trading <strong>Limited</strong>.<br />

Ordinary Resolution 8 will empower the Company to pay the Directors’ Fees to the Directors of the Company for<br />

the period from 29 January 2004 to 31 December 2004.<br />

The Ordinary Resolution No 9 if passed, will empower the Directors of the Company to issue shares in the capital<br />

of the Company up to an amount not exceeding in aggregate fifty percent (50%) of the issued share capital of<br />

the Company at the time of the passing of this resolution, of which the aggregate number of shares to be issued<br />

other than on a pro-rata basis to shareholders of the Company does not exceed twenty percent (20%) of the<br />

issued share capital of the Company.<br />

Under the Rules of the Share Option Scheme, persons who are Controlling Shareholders of the Company or their<br />

associates shall participate in the Scheme provided that:<br />

(i)<br />

(ii)<br />

(iii)<br />

written justification have been provided to the shareholders for their participation at the introduction of<br />

the Scheme or prior to the first grant of options offered to them;<br />

their participation and the actual number and terms of any option to be granted to them have been<br />

specifically approved by shareholders of the Company who are not beneficiaries of the grant in a general<br />

meeting in separate resolutions for each such Controlling Shareholder or its associates; and<br />

All conditions for their participation in the Scheme as may be required by the regulation of the SGX-ST<br />

from time to time are satisfied.<br />

The total number of Scheme Shares to be offered to Controlling Shareholders and their associates shall not<br />

during the entire operation of the Scheme exceed twenty-five (25%) per cent of the Scheme Limit and the total<br />

number of shares to be offered to a participant who is a Controlling Shareholder or associate shall not during<br />

the entire operation of the Scheme exceed ten (10) per cent of the Scheme Limit.<br />

(h) (i) The ordinary resolutions 10 and 11, if passed, will allow Mr Yeo Chong Lin to participate in the Share<br />

Option Scheme and empower the Directors to grant options to Mr Yeo Chong Lin, on the terms of and<br />

pursuant to the Rules of the Share Option Scheme to subscribe for 300,000 ordinary shares of $0.08 each<br />

in the capital of the Company. The basis for the participation of Mr Yeo Chong Lin in the <strong>Swissco</strong> Share<br />

Option Scheme has been provided in the Prospectus dated 3 November 2004 (“the Prospectus”). A copy of the<br />

Prospectus may be inspected at the registered office of the Company at 9 Pandan Road Singapore 609257<br />

during normal business hours from the date hereof up to and including the date of the Annual General<br />

Meeting (“AGM”). The relevant extract from the Prospectus is reproduced below for convenience of<br />

reference.<br />

(ii)<br />

Mr Yeo Chong Lin is the Executive Chairman of the Company and has been responsible for the overall<br />

management, strategic planning and direction of the Group since taking over the helm of the then sole<br />

proprietorship in 1972. Mr Yeo Chong Lin has been with the Group ever since, and has played a pivotal<br />

role in steering the growth of the Group with his 33 years of experience in the marine logistics industry.<br />

He has ably led the Group by exploiting its first mover advantage in meeting the growing need for<br />

marine logistics by shipping lines in this region and building up a good track record and reputation of the<br />

Company.<br />

SWISSCO INTERNATIONAL LIMITED_56


NOTICE <strong>OF</strong> FIRST ANNUAL GENERAL MEETING<br />

(iii)<br />

(iv)<br />

(v)<br />

(vi)<br />

(vii)<br />

Mr Yeo Chong Lin was one of the pioneers in the marine logistics business. He has in-depth knowledge<br />

of the needs of the business as it evolved over the years. His ability to anticipate business trends and<br />

demand has enabled the Group to offer the right type of vessels to customers when they are needed. In<br />

particular, this is important to the offshore support industry as under its present market practice, marine<br />

logistics providers must have the right type of offshore support vessels available before they are qualified<br />

to tender for a charter or supply contract.<br />

Mr Yeo Chong Lin has also successfully implemented a strategy to provide a comprehensive range of<br />

services to meet all the customers’ marine support and logistics needs at competitive terms, with prompt,<br />

reliable and efficient service at all times. The range of services available to the Group’s customers includes<br />

the provision of ship repair and ship maintenance services.<br />

Mr Yeo Chong Lin was responsible for the establishment of the business and has been the face of the<br />

Company to its customers and suppliers and is synonymous with the name of <strong>Swissco</strong> in the industry. Mr<br />

Yeo Chong Lin continues to play an instrumental role in charting the Group’s expansion and business<br />

development plans.<br />

In recognition of his efforts and contribution in steering the Group to another year of profits for the<br />

financial year ended 31 December 2004 and to further motivate him to create value for shareholders, the<br />

Company is proposing to grant an option to Mr Yeo Chong Lin to subscribe for 300,000 ordinary shares<br />

of $0.08 each in the capital of the Company (“Shares”) at a subscription price equal to the average of the<br />

last dealt prices for a share for the five (5) consecutive market days immediately preceding latest practicable<br />

date prior to the date of the notice of this AGM.<br />

As the proposed resolutions 10 and 11 relate to Mr Yeo Chong Lin’s participation in the <strong>Swissco</strong> Share<br />

Option Scheme and the authorisation for the Company to grant options to Mr Yeo Chong Lin, the<br />

latter and his associates will abstain from voting on these resolutions at the AGM and shall decline any<br />

appointment as proxies for shareholders to vote on these resolutions unless the shareholders concerned<br />

have given specific instructions in their respective proxy forms as to the manner in which their votes are<br />

to be cast in respect of the relevant resolutions.<br />

(i) (i) The ordinary resolutions 12 and 13, if passed, will allow Mr Alex Yeo Kian Teong to participate in the Share<br />

Option Scheme and empower the Directors to grant options to Mr Alex Yeo Kian Teong, on the terms of<br />

and pursuant to the Rules of the Share Option Scheme to subscribe for 300,000 ordinary shares of $0.08<br />

each in the capital of the Company. The basis for the participation of Mr Alex Yeo Kian Teong in the <strong>Swissco</strong><br />

Share Option Scheme has been provided in the Prospectus. A copy of the Prospectus may be inspected at the<br />

registered office of the Company at 9 Pandan Road, Singapore 609257 during normal business hours from<br />

the date hereof up to and including the date of the AGM. The relevant extract from the Prospectus is<br />

reproduced below for convenience of reference.<br />

(ii)<br />

(iii)<br />

(iv)<br />

Mr Alex Yeo Kian Teong is the Chief Executive Officer of the Company. Mr Alex Yeo Kian Teong joined<br />

the Company in 1992 after he completed his undergraduate study for a Bachelor of Science in Business<br />

Administration from the University of San Francisco and his national service. He has been with the Group<br />

for 12 years and has been responsible for identifying reliable and capable partners to team up with<br />

them to manage the overseas operations. Together with the Executive Chairman Mr Yeo Chong Lin, their<br />

experience in this industry enables them to identify the growth opportunities available in the region and<br />

to team up with like-minded business partners to jointly capitalise on these opportunities.<br />

His in-depth knowledge of market trends and conditions was instrumental in expanding the Group’s<br />

market coverage beyond the Singapore market to include Malaysia and Indonesia.<br />

In his role as Chief Executive Officer, Mr Alex Yeo Kian Teong is responsible for business growth and<br />

corporate development of the Group. He is also responsible for the effective management of the Group’s<br />

regional operations, business relations with the suppliers and shipbuilders, networking with major industry<br />

players such as ship owners, oil and gas offshore operators, and other marine logistics providers. Through<br />

his contacts, he will also be on the lookout for new innovative services and facilities to incorporate into<br />

the Group’s activities.<br />

ANNUAL REPORT 2004_57


NOTICE <strong>OF</strong> FIRST ANNUAL GENERAL MEETING<br />

(v)<br />

(vi)<br />

In recognition of his efforts and contribution in leading the Group to another year of profits for the<br />

financial year ended 31 December 2004 and to further motivate him to create value for shareholders, the<br />

Company is proposing to grant an option to Mr Alex Yeo Kian Teong to subscribe for 300,000 ordinary<br />

shares of $0.08 each in the capital of the Company (“Shares”) at a subscription price equal to the average<br />

of the last dealt prices for a share for the five (5) consecutive market days immediately preceding the latest<br />

practicable date prior to the date of the notice of this AGM.<br />

As the proposed resolutions 12 and 13 relate to the Mr Alex Yeo Kian Teong’s participation in the <strong>Swissco</strong><br />

Share Option Scheme and the authorisation for the Company to grant options to Mr Alex Yeo Kian Teong,<br />

the latter and his associates will abstain from voting on these resolutions at the AGM and shall decline any<br />

appointment as proxies for shareholders to vote on these resolutions unless the shareholders concerned<br />

have given specific instructions in their respective proxy forms as to the manner in which their votes are<br />

to be cast in respect of the relevant resolutions<br />

The Directors collectively and individually accept full responsibility for the accuracy of the information given and<br />

confirm that, having made all reasonable enquiries, to the best of their knowledge and belief, the facts stated<br />

and opinions expressed herein are fair and accurate and there are no material facts the omission of which would<br />

make any statement misleading.<br />

(j)<br />

The Ordinary Resolution No 14 if passed, will empower the Directors of the Company to issue shares in the<br />

Company pursuant to the exercise of the options under the <strong>Swissco</strong> Share Option Scheme provided that the<br />

aggregate number of shares to be issued does not exceed fifteen percent (15%) of the issued share capital of the<br />

Company at any time.<br />

Notes to Proxy Form:<br />

(i)<br />

(ii)<br />

(iii)<br />

(iv)<br />

A member entitled to attend and vote at this meeting is entitled to appoint one or two proxies to attend and<br />

vote in his stead. A proxy need not be a member of the Company.<br />

If a proxy is to be appointed, the form must be deposited at the registered office of the Company at 9 Pandan<br />

Road Singapore 609257 not less than 48 hours before the time set for the meeting.<br />

The form of proxy must be signed by the appointor or his attorney duly authorised in writing.<br />

In the case of joint shareholders, all holders must sign the form of proxy.<br />

SWISSCO INTERNATIONAL LIMITED_58


SWISSCO INTERNATIONAL LIMITED<br />

(Incorporated in Singapore)<br />

ANNUAL GENERAL MEETING<br />

PROXY FORM<br />

Important<br />

1. For investors who have used their CPF monies to buy <strong>Swissco</strong><br />

International <strong>Limited</strong> shares, this Annual Report is sent to them<br />

at the request of their CPF Approved Nominees and is sent solely<br />

FOR INFORMATION ONLY.<br />

2. This Proxy Form is FOR USE ONLY BY MEMBERS whose shares in<br />

<strong>Swissco</strong> International <strong>Limited</strong> are registered in their names. It is<br />

not valid for use by CPF investors and persons whose shares are<br />

not registered in their own names, and shall be ineffective for all<br />

intents and purposes if used or purported to be used by them.<br />

I/We _____________________________________________________________________________________________________ (Name)<br />

of ______________________________________________________________________________________________________ (Address)<br />

being a member/members of SWISSCO INTERNATIONAL LIMITED hereby appoint:-<br />

Name<br />

Address<br />

NRIC/Passport<br />

Number<br />

Proportion of<br />

Shareholdings (%)<br />

and/or (delete as appropriate)<br />

Name<br />

Address<br />

NRIC/Passport<br />

Number<br />

Proportion of<br />

Shareholdings (%)<br />

or failing whom, the Chairman of the meeting, as my/our proxy/proxies to vote for me/us on my/our behalf, at the Annual<br />

General Meeting of the Company to be held on 29 April 2005 and at any adjournment thereof in the following manner:<br />

Resolution No For Against<br />

1. Adoption of Reports and Accounts<br />

2. Re-appointment of Mr Yeo Chong Lin pursuant to Section 153(6) of the Companies Act,<br />

Chapter 50<br />

3. Re-election of Mr Alex Yeo Kian Teong, a director retiring under Article 87<br />

4. Re-election of Mr Rohan Kamis, a director retiring under Article 94<br />

5. Re-election of Dr Chiang Hai Ding, a director retiring under Article 94<br />

6. Re-election of Mr Phillip Chan Yee Foo, a director retiring under Article 94<br />

7. Re-appointment of Auditors and authorisation of directors to fix their remuneration<br />

8. To approve Directors’ Fees<br />

9. Authority to issue and allot shares pursuant to Section 161 of the Companies Act, Cap 50<br />

10. To approve the participation in the <strong>Swissco</strong> Share Option Scheme by Mr Yeo Chong Lin.<br />

11. To approve the grant of options under the <strong>Swissco</strong> Share Option Scheme to Mr Yeo Chong Lin.<br />

12. To approve the participation in the <strong>Swissco</strong> Share Option Scheme by Mr Alex Yeo Kian Teong.<br />

13. To approve the grant of options under the <strong>Swissco</strong> Share Option Scheme to Mr Alex Yeo Kian Teong.<br />

14. To authorise the Directors to issue and allot shares in accordance with the provisions of the<br />

<strong>Swissco</strong> Share Option Plan<br />

If you wish to exercise all your votes For or Against, please tick with ‘’. Alternatively, please indicate the number of votes<br />

For or Against each resolution.<br />

If this form of proxy contains no indication as to how the proxy should vote in relation to each resolution, the proxy shall,<br />

as in the case of Any Other Business raised at the meeting, vote as the proxy deems fit.<br />

Dated this _______ day of __________________ 2005.<br />

________________________________________<br />

Signature(s) of Member(s)/Common Seal<br />

IMPORTANT: PLEASE READ NOTES OVERLEAF<br />

Total Number of shares in<br />

(a) CDP Register<br />

(b) Register of Members<br />

No of Shares


NOTES<br />

1. A member entitled to attend and vote at the Meeting is entitled to appoint one or two proxies to attend and vote<br />

in his stead.<br />

2. Where a member appoints more than one proxy, the appointments shall be invalid unless he specifies the proportion<br />

of his holding (expressed as a percentage of the whole) to be represented by each proxy.<br />

3. A proxy need not be a member of the Company.<br />

4. A member should insert the total number of shares held. If the member has shares entered against his name in the<br />

Depository Register (as defined in Section 130A of the Companies Act, Cap. 50 of Singapore), he should insert that<br />

number of shares. If the member has shares registered in his name in the Register of Members of the Company, he<br />

should insert that number of shares. If the member has shares entered against his name in the Depository Register<br />

and registered in his name in the Register of Members, he should insert the aggregate number of shares. If no<br />

number is inserted, this form of proxy will be deemed to relate to all shares held by the member.<br />

5. The instrument appointing a proxy or proxies must be deposited at the Company’s registered office at 9 Pandan<br />

Road Singapore 609257 not less than 48 hours before the time set for the Meeting.<br />

6. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly<br />

authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be<br />

executed either under its common seal or under the hand of its attorney or a duly authorised officer.<br />

7. Where an instrument appointing a proxy is signed on behalf of the appointor by an attorney, the letter or power of<br />

attorney or a duly certified copy thereof must (failing previous registration with the Company) be lodged with the<br />

instrument of proxy, failing which the instrument may be treated as invalid.<br />

GENERAL<br />

The Company shall be entitled to reject a Proxy Form which is incomplete, improperly completed, illegible or where the<br />

true intentions of the appointor are not ascertainable from the instructions of the appointor specified on the Proxy Form.<br />

In addition, in the case of shares entered in the Depository Register, the Company may reject a Proxy Form if the member,<br />

being the appointor, is not shown to have shares entered against his name in the Depository Register as at 48 hours before<br />

the time appointed for holding the Meeting, as certified by The Central Depository (Pte) <strong>Limited</strong> to the Company.


SWISSCO<br />

<strong>Swissco</strong> International <strong>Limited</strong><br />

Company Registration Number: 200401051D<br />

9 Pandan Road, Singapore 609257<br />

Tel: (65) 6265 2855<br />

Fax: (65) 6264 1661/6266 0719<br />

E-mail: swissco@singnet.com.sg<br />

Website: www.swissco.net

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