SAILING THE SEAS OF SUCCESS - Swissco Holdings Limited
SAILING THE SEAS OF SUCCESS - Swissco Holdings Limited
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