staying on course steering ahead - swissco holdings limited · staying on course steering ahead ......

staying on coursesteering ahead

SWISSCO HOLDINGS LIMITED

ANNuAL REpORT 2015

Contents

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Corporate Profile

our Business

Chairman’s statement

operations and Financial Review

Financial summary

Board of Directors

Key Management

Corporate structure

Corporate Information

Financial Contents

1SwiSSco HoldingS limited AnnuAl RePoRt 2015

CoRPoRAte PRoFIle

Swissco Holdings Limited is one of the leading service providers in the oil and gas industry.

swissco Holdings limited and its subsidiaries (”swissco” or the “Group”) is an integrated, international oil and gas service provider. swissco was listed on sGX Catalist in 2004 and transferred to the mainboard in 2013. the Group provides drilling rigs, accommodation jackups and vessel chartering services for the oil and gas industry. swissco offers a ‘one-stop’ solution to major clients with our diverse fleet of assets deployed across southeast Asia, latin America and the Middle east.


2 SwiSSco HoldingS limited AnnuAl RePoRt 2015

ouR BusIness

The businesses of the Group are organized into three broad divisions: Drilling Division, Service Assets Division and Offshore Support Vessels (“OSV”) Division.

Drilling Division

the Drilling Division owns a fleet of efficient and reliable jackup drilling rigs that are chartered to major players in the oil and gas industry. the Group owns a fleet of seven drilling rigs, of which two are wholly owned and five are jointly controlled.

Service Assets Division

the service Assets Division owns accommodation jackups and a liftboat. the division provides efficient and reliable service units to major players in the oil and gas industry. the Group’s fleet of service assets comprises a liftboat that will be delivered in 2016 and two jointly controlled accommodation rigs.

OSV Division

the osV Division owns and operates a fleet of 37 osVs. our diverse fleet provides a wide range of offshore chartering services for the marine, offshore oil and gas and civil construction industries. the Group’s renewal programme enables us to maintain a young and dynamic fleet that can cater to a fluid operating environment and our customers’ ever-evolving needs.


Our Service Assets Division has commenced its operations in the first quarter of 2015. It currently has a liftboat under construction that is due for delivery in 2016. Going forward, this division will progressively be contributing to the diversified earnings base of the Group.

MAKInG HeADwAy


CHAIRMAn’s stAteMent

Dear Valued Shareholders,

on behalf of the Board of Directors (the “Board”) of swissco Holdings limited and its subsidiaries (“swissco” or the “Group”), I am pleased to present our annual report for the financial year ended 31 December 2015 (“Fy2015”).

the year under review had been an extremely difficult one for the offshore and marine sector catering to the oil industry, which had seen a tremendous drop in oil prices since 2014. Many major oil companies have curtailed exploration and production activities, as well as investments. Demand for rigs and offshore support vessels has fallen significantly and the competition for contracts has intensified.

As a fully integrated offshore and marine player, the Group, like everyone else in the industry, felt the indelible impact of the deteriorating operating environment. nevertheless for Fy2015,

the Group continued to put up a strong performance to achieve a net profit of us$31.2 million compared to us$15.9 million for the year 2014. Had there been no impairment loss on the rigs and vessels totaling us$17 million, the Group would have reported a profit after tax of us$48.2 million for the reporting year.

this was achieved on the back of slightly higher revenue of us$69.6 million, up from the previous year’s us$65.5 million. the Group’s Drilling segment contributed us$28.8 million to total revenue, more than double that of us$11.4 million for Fy2014, while the offshore support Vessel (“osV”) segment saw lower revenue at us$40.8 million compared to the us$54.1 million for the previous year.

As at 31 December 2015, the Group maintained a healthy balance sheet with cash and cash equivalents amounting to us$37.6 million. net

“We will further fine-tune our workprocesses and leverage more oninformation technology to increaseefficiency and service delivery toraise customer satisfaction to an even higher level in this time of heightened market competition.”

lim How teck chairman

gearing improved to 0.71 times as at 31 December 2015, compared to 0.82 times as at 31 December 2014.

Strengthening the team

For more than 40 years now we have weathered uncertain times, supported by our enduring cordial and collaborative relationship with major oil and gas players, and a strong professional management and technical services team.

During the year, in order to further reinforce swissco’s knowledge base and expertise, the Group invested substantially in human capital by providing training for our operations personnel and specialized courses for our senior management. this will prepare the team in handling the intense competition and demanding needs of customers in this uncertain and challenging market.


In March 2015, the Group completed the purchase of the leasehold property at no. 21 tuas Road singapore 638489 that has a total land area of approximately 26,248 square metres and a water front of about 107 metres and a 30 metres by 100 metres slipway.

this acquisition reinforces our overall resource support capability, providing relief for our need for an additional water front yard facility and is suitable as a base for the Group to manage and service our expanded fleet as well as to provide repair service to third party vessels. with two slipways and a 3,000 Dwt docking yard, we currently operate ship repair and maintenance yards in singapore catering to the Group’s fleet as well as third party vessels around the region.

Staying the course

the global oil and gas industry continues to face tremendous challenges arising from the current weak oil prices that has led to oil companies reducing their offshore activity and expenditure. we expect the depressed charter market and utilization rates for offshore rigs and support services to persist for the rest of Fy2016.

Global rig utilization declined throughout 2015 and into 2016, with day rates following suit. Floating rigs, in particular drillships and semi-submersibles, took the brunt of the market slowdown as many suffered early contract terminations. the situation is expected to persist for the rest of 2016.

As a result of the protracted downturn, two of our wholly owned rigs and a 50% owned drilling rig are currently off-charter and our team is working hard to procure contracts for them.

the Group’s osV Division will further increase its marketing efforts to secure contracts for its fleet by expanding its market footprint in geographical areas including the Middle east, Africa and India.

Besides stepping up marketing efforts, we will be looking into greater prudence and control in the areas of resource management, costs and the way we do business, especially how to increase innovation and productivity throughout the Group.

we will further fine-tune our work processes and leverage more on information technology to increase efficiency and service delivery to raise customer satisfaction to an even higher level in this time of heightened market competition. where possible, we will continue to utilize available government grants to upskill our workers, upgrade our capabilities and cross new borders to secure more business.

Appreciation

our recent transformation into a fully integrated offshore and marine player with minimal disruption to the ongoing operations has been possible with the dedication and determination of the management team and staff. the business expansion effort has also been made possible by the invaluable

contributions and insights of my fellow board of directors, whose experience and counsel helped tremendously to ensure a successful transition.

we would like to take this opportunity to thank each and every one of them for their unwavering support, commitment and hard work.

we are also grateful for the continued trust and support of our partners, suppliers, customers and business associates and we look forward to more win-win partnerships in the years ahead.

last but not least, swissco would not have come this far without the support of our loyal shareholders over the years. we would like to record our appreciation by proposing a dividend of s$0.001 per ordinary share, subject to shareholders’ approval at the upcoming Annual General Meeting on 29 April 2016.

with all the stakeholders’ belief and trust in us, we will continue to press forward relentlessly in the uncertain and volatile business environment and to further establish swissco’s presence in the international market.

Lim How Teck Chairman

CHAIRMAn’s stAteMent


oPeRAtIons AnD FInAnCIAl ReVIew

OperATIOnS reVIew

the Group’s businesses are organized into three broad divisions: Drilling, service Assets, and offshore support Vessels (“osV”).

In the year under review, the Group’s revenue was mainly derived from outside singapore, with Mexico ranking first to account for 41.3% (Fy2014: 17.4%) and the united Arab emirates second with 27.1% (Fy2014: 51.3%) of the total. singapore came in as the third biggest market with 15.1% (Fy2014: 6.7%). the remaining contributions were from the united Kingdom, Malaysia, Brunei, europe, Australia, Indonesia and others.

Drilling Division

the Group’s Drilling Division contributed us$28.8 million to Group turnover in the year under review. It currently has a fleet of seven drilling rigs – two wholly owned and another five jointly owned rigs.

Service Assets Division

the Group’s service Assets Division began operations in the first quarter of 2015 to provide efficient and reliable support service units to major players in the oil and gas industry. It has two jointly owned accommodation rigs and a liftboat that is under construction which is due for delivery in 2016.

OSV Division

the offshore support Vessels Division contributed us$40.8 million to Group turnover in Fy2015.

the division owns and operates a young fleet of 37 osVs, tugs and barges for chartering to the marine and offshore, oil and gas and civil construction industries.

As our customer needs are constantly evolving, the division reviews its fleet of vessels regularly according to market demand and trends, to ensure it has a sufficient mix of suitable vessels to cater to their requirements. By maintaining a diverse fleet of vessels, the division aims to secure more contracts in the years ahead.


FInAncIAL reVIew

the results for the fourth quarter and full year ended 31 December 2015 comprised contributions from Drilling, osV, and service Assets segments, while the results for the comparative quarter and full year ended 31 December 2014 comprised contributions from Drilling segment and 5 months’ results (August to December 2014) from osV segment.

the Group’s Drilling segment currently wholly owns two rigs and jointly owns another five rigs. the two wholly-owned rigs commenced charter in 3Q2014 and contributed us$28.8 million of charter revenue in Fy2015 and us$1.9 million in 4Q2015. the two wholly-owned rigs were off-charter in 2Q2015 and 4Q2015 respectively.

osV revenue was derived from a total fleet of 37 vessels for the year ended 31 December 2015. Revenue from the osV segment was us$19.9 million for 4Q2015 (4Q2014: us$25.9 million) and us$40.8 million for Fy2015 (Fy2014: us$54.1 million). the decrease in revenue was mainly due to reduction in maritime sales, lower average day rates and utilization rates during the year.

cost of sales for Fy2015 comprised mainly maritime costs, maintenance, crew salaries and fuel costs.

Other (losses)/gains, net comprised mainly net gain on disposal of vessels, and net foreign exchange gain arising mainly from singapore Dollar financial liabilities due to the strengthening of the united states dollar against the singapore dollar.

Gain on disposal of vessels amounted to us$3.0 million in Fy2015 (Fy2014: us$1.0 million).

net foreign exchange gain in Fy2015 amounted to us$7.9 million (Fy2014: us$4.0 million).

Administrative expenses comprised mainly staff costs and other general administrative expenses.

Other expenses for Fy2015 comprised mainly depreciation charges of us$24.9 million (Fy2014: us$7.5 million), impairment loss on rigs and vessels of us$14.0 million (Fy2014: nil), impairment loss on available-for-sale financial assets of us$1.6 million (Fy2014: us$5.3 million) and other operating costs.

Finance costs relate mainly to interest on bank borrowings, interest on bonds and corporate guarantee fees payable to a joint venture partner for the provision of corporate guarantee to the banks. the increase in finance costs from us$4.7 million in Fy2014 to us$11.6 million in Fy2015 was mainly due to financing costs for two rigs acquired in september 2014 and interest on bonds issued in october 2014.

Share of profits of associates and joint ventures - Commencement of charters for the 50% owned drilling rigs and 50% owned accommodation rigs contributed to the share of profits of associates and joint ventures of us$39.4 million in Fy2015 (Fy2014: us$24.1 million).

profit after tax - Had there been no impairment loss on rigs and vessels of us$17.0 million, the Group would have

reported a profit after tax of us$48.2 million for Fy2015. However, as a result of the impairment, the Group reported a profit after tax for Fy2015 of us$31.2 million.

FInAncIAL pOSITIOn

current assets

the Group’s current assets decreased by us$8.4 million from us$74.6 million as at 31 December 2014 to us$66.2 million as at 31 December 2015, mainly due to lower trade and other receivables and available-for-sale financial assets.

non-current assets

the Group’s non-current assets as at 31 December 2015 amounted to us$464.9 million as compared to us$471.1 million as at 31 December 2014, a decrease of us$6.2 million. this was mainly due to positive contributions from associates and joint ventures during the year, offset by impairment loss on rigs and vessels, disposal of four vessels, and the repayment of loan by a joint venture.

Liabilities

the Group’s total liabilities decreased by us$36.0 million from us$291.4 million as at 31 December 2014 to us$255.4 million as at 31 December 2015. the decrease was mainly due to lower trade and other payables, loan repayments and translation gain on singapore Dollar denominated financial liabilities, offset by higher provision for income tax.

As at 31 December 2015, the Group is in a net current liabilities position of us$32.4 million (31 December 2014:



us$37.5 million). the Group manages its working capital requirements using short term borrowings. the Group expects to be able to roll over its short-term borrowings and together with positive cash flows expected from its operations, to meet its obligations as and when they fall due.

STATemenT OF cASH FLOwS reVIew

net cash flows generated from operating activities amounted to us$18.6 million for Fy2015.

net cash inflow from investing activities us$9.8 million for Fy2015.

this was attributable to proceeds on sale of vessels of us$30.1 million, sale of the available-for-sale financial assets of us$0.7 million and loan repayment from a joint venture of us$17.5 million. this was partially offset by cash outflows from the purchase of property, a service rig and four vessels amounting to us$34.7 million and loan to a joint venture of us$3.8 million.

net cash outflow from financing activities amounted to us$34.8 million for Fy2015. this was attributable to proceeds of us$101.1 million from loans drawn down to fund the acquisition of property and vessels, and the repayment of borrowings of

us$110.2 million, interest payments of us$10.2 million, an increase in restricted cash of us$5.5 million and dividend paid to shareholders of approximately us$10.0 million for year 2014.

As a result of the above, there was a net decrease in cash and cash equivalents of us$6.5 million for Fy2015.

net gearing as at 31 December 2015 was 0.71 times (31 December 2014: 0.82 times).



FInAnCIAl suMMARy

the acquisition of scott and english, which was completed on 30 July 2014, was accounted for as a reverse acquisition. As a result, the consolidated financial statements for Fy2014 was prepared as a continuation of scott and english’s financial statements and a direct comparison of the Group’s Fy2014 financial performance with Fy2013 may not be meaningful.

Financial performance (US$’000) FY2015 FY2014 FY2013

Revenue 69,646 65,514 -

Gross Profit Margin 61.3% 43.0% -

earnings Before Interest, tax, Depreciation & Amortisation (eBItDA)

83,142 29,874 16,495

Profit Before tax 32,020 15,458 15,352

Profit After tax 31,169 15,891 15,352

Financial position (US$’000) FY2015 FY2014 FY2013

number of shares in issue (‘000) 672,449 671,431 435,373

total shareholders’ equity 275,702 254,307 42,975

total liabilities (255,367) (291,393) (2,887)

total Assets 531,069 545,700 45,862

Property, Plant and equipment 322,878 354,218 4

net Current Assets/(liabilities) (32,397) (37,548) (768)

Cash & Cash equivalents 37,555 38,633 773

Debt to equity Ratio - Gearing (times) 0.71 0.82 n/A

Financial Indicators FY2015 FY2014 FY2013

Return on shareholders’ equity 11.3% 6.3% 35.7%

Return on total Assets 5.9% 2.9% 33.5%

net Asset Value per share (in us Cents) 35.53 32.40 9.87

Basic earnings per share (in us Cents) 4.64 2.91 3.39

Diluted earnings per share (in us Cents) 4.30 2.85 3.39

BuIlDInG ResIlIenCe


Amidst the uncertain operating conditions, the Group will continue to stay committed to our course to drive our operations while strengthening our capabilities across all divisions.


Mr lim How teck is the Group’s Chairman, a member of the Audit and nominating Committees and he also chairs the Remuneration Committee. Mr lim was appointed to our Board as Independent Director on 27 April 2010. Prior to joining the Company, Mr lim was with neptune orient lines ltd from 1979 to 2005 and its group of companies in various capacities including group deputy chief executive officer, chief operating officer and chief financial officer. Mr lim has extensive experience and an in-depth knowledge of the shipping industry. Mr lim holds a Bachelor of Accountancy Degree from the university of singapore.

Mr lim’s other appointments include being Chairman of nauticAwt limited, Heliconia Capital Management Pte. ltd and ARA-Cwt trust Management (Cache) limited. He is also a director of ARA Asset Management ltd, Mizuho securities (singapore) Pte ltd, Rickmers Maritime trust and PnGsDP (Papua new Guinea sustainable Development Program Company) and Greenship Holdings, among others. He was awarded the Public service Medal (PBM) national Day Award in 1999 and the Public service star (BBM) national Day Award in 2014.

Mr tan Fuh Gih is our executive Director and Chief executive officer and a member of the nominating Committee. From 1985 to April 2009, he was with Kim seng Holdings / Ks energy Group and was instrumental in their expansion into the oil and gas industry in the 1980s. He was also the founder of its Projects Division which handles all the projects based procurement and supply to the oil and gas major players. Mr tan graduated with a Bachelor of Commerce (Honours) degree from nanyang university and he also holds an MBA from the national university of singapore.

mr LIm HOw Teck lead Independent Director and Chairman

mr TAn FUH GIH executive Director and Chief executive officer

BoARD oF DIReCtoRs

Mr Kelvin tang is our executive Director who is responsible for the investments and financing related activities within the Group. He also heads the Drilling Division and is involved in the Group’s strategic planning, corporate management and business development. Mr tang has 16 years of experience in the investment industry.

Mr tang graduated from the nanyang technological university with a Honours degree in Business studies.

mr TAnG kHenG GUAn keLVIn executive Director


Madam Ho Geok Choo is an Independent non-executive Director, the Chairman of the nominating Committee, and a member of the Audit and Remuneration Committees. Madam Ho has close to 40 years of experience in GlCs and the private sector. she has also been involved extensively in both public and community service. Her current appointments include, Ceo of Human Capital singapore; Adjunct Professor, sIM university; Independent Director, ezra Holdings Pte ltd; Independent Director, select Group; member of Board of trustees, national Cancer Centre and member of Board of Governors, Raffles Institution. she holds a Bachelor of Arts in economics and Political science (university of singapore) and a Masters in HRM (national university of singapore).

Mr leslie yeo Choon Hsien is an Independent non-executive Director, the Chairman of the Audit Committee and a member of the nominating and Remuneration Committees. Mr yeo has been in practice as an advocate and solicitor for 23 years. He set up his own firm in 1999 with another partner and presently he is the principal director in sterling law Corporation. His main area of practice is civil and commercial litigation. Presently he serves as the legal Adviser to the Kim Mui Hoey Kuan, the yeo Clan, the singapore Hokkien yeo see Association, the Xiyao Culture Association and the Ang Mo Kio GRC (sengkang south), Citizens’ Consultative Committee. He is also the Chairman of the school Advisory Committee for west spring secondary school. He holds a Bachelor of law degree from the national university of singapore and is a Fellow of the singapore Institute of Arbitration (FsIArb).

mDm HO GeOk cHOO mADeLeIne Independent non-executive Director

mr LeSLIe YeO cHOOn HSIen Independent non-executive Director

Mr lim Ban Hoe is our executive Director and is overseeing the offshore support Vessel Division of the Group and is involved in the charting of the Group’s strategy. From 2011 to 2015, Mr lim was the Group Director for transport & logistics & natural Resources Group at International enterprise (Ie) singapore, where he supervised two divisions that facilitated internationalisation efforts for singapore-based companies. From 2006 to 2011, as Regional Director of Middle east and Africa for Ie singapore, he helped grow Ie singapore’s presence in the Middle east from one to five centres.

Prior to joining Ie singapore, Mr lim served in the singapore Armed Forces for 27 years, last holding the rank of lieutenant Colonel (ltC). Mr lim read economics and Management (B sc., Hons) at the university of london. He also holds a Master of science in transportation and systems Management from the national university of singapore.

mr LIm BAn HOe executive Director

BoARD oF DIReCtoRs


Key MAnAGeMent

mS Lee kAH HOnG JennIFer Group Chief Financial officer

Ms Jennifer lee oversees the financial, accounting, and treasury matters of the Group. Ms lee has more than 25 years of experience in various financial positions and was most recently the Deputy Director, Group Finance of Ks Drilling Pte ltd, a subsidiary of Ks energy limited. she has also been involved in various corporate exercises, including sPV restructuring and M&A due diligence. Ms lee is a Fellow of the Association of Chartered Certified Accountants since 1991 and is also a Fellow Member of the Institute of singapore Chartered Accountants.

mr SAm kwAI HOOnG Group General Manager (appointed on 1 April 2016)

Mr sam Kwai Hoong is responsible for merger and acquisition activities as well as handling financing requirements and special corporate projects for the Group. He brings with him more than 23 years of working experience in accounting, financial and operation management. Mr sam started his career as an auditor in an international accounting firm, where he was responsible for audits of multi-nationals and local listed companies. He left to join a sesDAQ company in 1993 as Finance and Administration Manager and was later promoted to executive Director in 2000, where he was responsible for both financial and operational matters. He joined swissco in 2008 as its Group Chief Financial officer, and he was responsible for accounting and financial management and most recently the Head of osV Division. Mr sam holds a degree in Bachelor of Accountancy from the national university of singapore and is a Fellow Member of the Institute of singapore Chartered Accountants.

mr cOLIn YAnG GUO HUI Chief operating officer (Drilling Division)

Mr Colin yang oversees the operating activities of the Drilling Division. In his 18 years of experience in offshore drilling industry with schlumberger and transocean, Mr yang assumed various key positions and built up vast experience in international operations management, marketing, human resources and corporate planning. Mr yang holds a Masters degree in Reservoir engineering from Petroleum university of China.

mr TAn weI mIn Chief Marketing officer (Drilling Division)

Mr tan wei Min oversees the marketing activities of the Drilling Division. Prior to joining swissco, Mr tan wei Min had been with Kim seng Group since 1994 where he was the Alternate Director to Mr tan Fuh Gih and was also the President for Valves & Project Division of Ks energy Group, a subsidiary of Kim seng Group.

From 1999 to 2008, Mr tan was the executive Director of Ks energy Group. In year 2000, Mr tan secured the master stocking distribution agency from Velan Valves for the south east Asian region. Velan Valves is a world’s leading manufacturer of industrial valves for petrochemical, oil & gas industry. Additionally, Mr tan played a key role in overseeing the projects teams from China and Middle east, handling all project based procurement and supply to major oil and gas industry players. Mr tan wei Min holds a Bachelor of science (Honours) Degree in Information technology from the Kingston university, united Kingdom.

mr Derek kOH BAI YAU Chief operating officer (osV Division)

Mr Derek Koh oversees operations of the offshore support vessel and shipyard repair business. He has more than 20 years of experience in various industries from logistics, management of offshore support vessels and newbuilding programmes. Prior to joining swissco, he was General Manager of Avance tide offshore Marine Pte ltd singapore where he was responsible for chartering operations. He was also Deputy General Manager of newcruz shipbuilding & engineering Pte ltd singapore from 2007 to 2010, where he then led a team of site superintendents and project managers to manage ship building projects. He holds a degree in Bachelor of Business Administration (Marketing) from the la trobe university singapore/Melbourne, and a Diploma in shipbuilding and offshore engineering from the ngee Ann Polytechnic, singapore.


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CoRPoRAte InFoRMAtIon

Board of Directors

lim How teckLead Independent Director and Chairman

tan Fuh GihExecutive Director and Chief Executive Officer

tang Kheng Guan KelvinExecutive Director

lim Ban HoeExecutive Director

leslie yeo Choon HsienIndependent Non-Executive Director

Ho Geok Choo Madeleine Independent Non-Executive Director

Audit committee

leslie yeo Choon Hsien – Chairmanlim How teckHo Geok Choo Madeleine

remuneration committee

lim How teck – Chairmanleslie yeo Choon HsienHo Geok Choo Madeleine

nominating committee

Ho Geok Choo Madeleine – Chairmanlim How teckleslie yeo Choon Hsientan Fuh Gih

registered Office

21 tuas Roadsingapore 638489telephone: (65) 6265 2855 Facsimile: (65) 6264 1661email: [email protected]: www.swissco.net

Auditors

KPMG llP16 Raffles Quay #22-00 Hong leong Buildingsingapore 048581Partner-in-charge: lucas tranyear of appointment: 2015

company Secretaries

tan Ching ChekAnna teo Ah Hiong

Share registrar

Boardroom Corporate & Advisory services Pte ltd50 Raffles Place, #32-01 singapore land towersingapore 048623

principal Bankers

DBs Bank ltdoversea-Chinese Banking Corporation limitedunited overseas Bank limited

FINANCIALCONTENTS

18 Corporate Governance Report

30 Directors’ Statement

35 Independent Auditor’s Report

36 Statements of Financial Position

37 Consolidated Statement of Profi t or Loss and Other Comprehensive Income

38 Consolidated Statement of Changes in Equity

39 Consolidated Statement of Cash Flows

40 Notes to the Financial Statements

99 Statistics of Shareholdings

101 Notice of Annual General Meeting

Proxy Form

CORPORATEGOVERNANCE REPORT

18 SWISSCO HOLDINGS LIMITEDANNUAL REPORT 2015

Swissco Holdings Limited (the “Company”, and together with its subsidiaries, the “Group”) is committed to a high standard of corporate governance to ensure effective self-regulation practices are in place to enhance corporate performance and accountability.

This report sets out the corporate governance practices of the Company during the fi nancial year ended 31 December 2015 with specifi c reference to the principles of the Code of Corporate Governance 2012 (the “Code”). The Code forms part of the continuing obligation of the Singapore Exchange Securities Trading Limited (“SGX-ST”)’s Listing Manual.

THE BOARD’S CONDUCT OF AFFAIRS

Principle 1: Every company should be headed by an effective Board to lead and control the Company. The Board is collectively responsible for the long-term success of the Company. The Board works with Management to achieve this objective and the Management remains accountable to the Board.

Our Board of Directors (the “Board”) comprises the following members, all having the right core competencies and diversity of experience, which enable them to effectively contribute to the Group.

Mr Lim How Teck Lead Independent Director and ChairmanMr Tan Fuh Gih Executive DirectorMr Tang Kheng Guan Kelvin Executive Director Mr Lim Ban Hoe Executive DirectorMr Leslie Yeo Choon Hsien Independent Non-Executive DirectorMdm Ho Geok Choo Madeleine Independent Non-Executive Director

Besides carrying out its statutory responsibilities, the principal functions of the Board are as follows:

overseeing and approving the formulation of the Group’s overall long-term strategic objectives and directions; and

overseeing and reviewing the management of the Group’s business affairs and fi nancial controls, performance and resource allocation.

The approval of the Board is required for matters such as corporate restructuring, mergers and acquisitions, major investments and divestments, material acquisitions and disposals of assets, major corporate policies on key areas of operations, the release of the Group’s quarterly, half-year and full year results and interested person transactions of a material nature.

Prior to their respective appointments to the Board, all directors were given an orientation on the Group’s business strategies and operations. Directors also have the opportunity to visit the Group’s operational facilities and meet with Management to gain a better understanding of the Group’s business operations. The Board as a whole is updated on changing commercial risks and key changes in the relevant legal and regulatory requirements, and accounting standards.

For new appointments to the Board, the Company provides a formal letter to such new director, setting out the director’s duties and obligations.

To assist in the execution of its responsibilities, our Board has established four Board Committees comprising an Audit Committee (the “AC”), a Nominating Committee (the “NC”), a Remuneration Committee (the “RC”) and an Executive Committee (“Exco”). These committees function within clearly defi ned written terms of reference and operating procedures, which are reviewed on a regular basis. The effectiveness of each committee is also constantly monitored.

The Exco was formed during the year, comprising Mr Lim How Teck as Chairman and two Executive Directors as members. The Exco, together with key management, meets regularly to discuss and provide guidance on the business affairs of the Group.


19SWISSCO HOLDINGS LIMITEDANNUAL REPORT 2015

The Board meets regularly on a quarterly basis and ad-hoc Board meetings are convened when they are deemed necessary. The number of Board and Board committee meetings held and attended by each of the directors in the fi nancial year ended 31 December 2015 (“FY2015”) were, as follows:

Board Committees

Board Audit Nominating Remuneration

Number of meetings held 7 4 2 5

Number of meetings attended

Mr Lim How Teck (note 1) 7 4 2 5

Mr Tan Fuh Gih 7 4* 2 5*

Mr Tang Kheng Guan Kelvin 7 4* 1* 5*

Mr Leslie Yeo Choon Hsien 6 3 2 4

Mdm Ho Geok Choo Madeleine 7 4 2 5

Mr Alex Yeo Kian Teong (note 2) 5 2* 2* 2*

Mr Lim Ban Hoe (note 3) 1 1* NA NA

Notes:

(1) Mr Lim How Teck was appointed as the Chairman of the Executive Committee on 12 May 2015.

(2) Mr Alex Yeo Kian Teong retired as an Executive Director on 31 May 2015.

(3) Mr Lim Ban Hoe was appointed as an Executive Director on 12 August 2015.

* attendance by invitation

The Constitution of the Company provides for meetings of the Board to be held by way of telephonic conference.

Subsequent to FY2015, the Board Meeting, AC Meeting, NC Meeting and RC Meeting were held on 24 February 2016 to, among others, evaluate and assess the performance of the Board and the proposed directors’ fees for FY2016.

BOARD COMPOSITION AND GUIDANCE

Principle 2: There should be a strong and independent element on the Board, which is able to exercise objective judgement on corporate affairs independently, in particular, from Management and 10% shareholders. No individual or small group of individuals should be allowed to dominate the Board’s decision making.

The Board comprises six directors of whom three are independent, namely, Messrs Lim How Teck, Leslie Yeo Choon Hsien and Mdm Ho Geok Choo Madeleine. The criterion of independence is based on the defi nition set out in the Code. The Board considers an “independent” director as one who has no relationship with the Company, its related corporations, its 10% shareholders or its offi cers who could interfere, or be reasonably perceived to interfere, with the exercise of the director’s independent business judgment with a view to the best interests of the Company. With three independent directors, the Board is able to exercise independent judgment on corporate affairs and provide Management with a diverse and objective perspective on issues. There is therefore no individual or small group of individuals, who/which dominates the Board’s decision making.

The independence of each director is reviewed annually by the NC in accordance with the Code’s defi nition of independence. Each director is required to complete a “Confi rmation of Independence” form to confi rm his/her independence. The said form, which was drawn up based on the defi nitions and guidelines set forth in Guideline 2.1 in the Code and the Guidebook for Audit Committees in Singapore issued by Audit Committee Guidance Committee (“Guidebook”), requires each Director to assess whether he or she considers himself or herself independent despite not having any of the relationships identifi ed in the Code. The Nominating Committee has reviewed the forms completed by each Director and is satisfi ed that at least one-third of the Board comprises Independent Directors.



The composition of the Board is reviewed on an annual basis by the NC to ensure that the Board has the appropriate mix of expertise and experience, and collectively possesses the necessary core competencies for effective functioning and informed decision-making. The NC is of the view that the current Board size of six members is appropriate taking into account the nature and scope of the Group’s operations.

The Board and the Board Committees have an appropriate balance and diversity of expertise and business experience and collectively possess the necessary core competence to lead and govern the Group effectively. Each director has been appointed on the strength of his or her calibre, experience and stature. Each director is expected to bring valuable range of experience and expertise to contribute to the development of the Group strategy and the performance of its business.

The Board has no dissenting view on the Chairman’s statement for the period in review. The profi les of our directors are set out on pages 12 and 13 of this Annual Report.

Principle 3: Chairman and CEO

Principle 3: There should be a clear division of responsibilities between the leadership of the Board and the executives responsible for managing the Company’s business. No one individual should represent a considerable concentration of power.

The Lead Independent Director and Chairman and the Executive Director and Chief Executive Offi cer of the Group are two separate individuals who are not related to each other.

The Group’s Lead Independent Director and Chairman is Mr Lim How Teck. The Chairman has the responsibilities of setting the meeting agenda of the Board meetings, leading the other Board members, promoting high standards of corporate governance and maintaining effective communication with shareholders of the Company.

The Group’s Executive Director and Chief Executive Offi cer is Mr Tan Fuh Gih. He is responsible for operational and strategic policies of the Group.

The Board collectively ensures the following:

in consultation with Management, the scheduling of meetings to enable the Board to perform its duties responsibly, while not interfering with the fl ow of the Company’s operations;

in consultation with Management, the preparation of the agenda for Board meetings;

in consultation with Management, the exercise of control over the quality, quantity and timeliness of information between Management and the Board; and

in compliance with corporate governance best practices.

BOARD MEMBERSHIP AND BOARD PERFORMANCE

Principle 4: There should be a formal and transparent process for the appointment and re-appointment of directors to the Board.

Principle 5: There should be a formal assessment of the effectiveness of the Board as a whole and its Board Committees and the contribution by each director to the effectiveness of the Board.

The NC comprises the following members:

Mdm Ho Geok Choo Madeleine – Chairman (appointed on 1 May 2015)Mr Lim How Teck Mr Leslie Yeo Choon Hsien Mr Tan Fuh Gih



The NC is governed by its written terms of reference. In accordance with the defi nition in the Code, the Chairman of the NC is not associated with any substantial shareholder of the Company. The NC is responsible for making recommendations on all board appointments and re-nominations having regard to the contribution and performance of the director seeking re-election including the following:

(1) To ensure that all directors submit themselves for re-nomination and re-election at regular intervals and at least once every three years.

(2) To determine the independence of each director in accordance with the paragraph 2.1 of the Code on an annual basis.

(3) To evaluate whether a director is able to and has adequately carried out his duties as a director of the Company, in particular, where the director concerned has multiple board representations.

(4) To assess the effectiveness of the Board as a whole and the contribution by each director to the effectiveness of the Board.

Following its annual review, the NC has confi rmed the independence of Messrs. Lim How Teck, Leslie Yeo Choon Hsien and Mdm Ho Geok Choo Madeleine. The NC is satisfi ed that suffi cient time and attention are being given by the Directors to the affairs of the Group, notwithstanding that some of the Directors have multiple board representations, and there is presently no need to implement internal guidelines to address the competing time commitments. The NC is of the view that whilst it is important for Directors to devote suffi cient time and attention to the affairs of the Group, the issue relating to multiple board representations should be left to the judgment and discretion of each Director.

The Company does not have a formal process for the selection and appointment of new directors to the Board. However, if required, the Company has or is able to procure search services, contacts and recommendation for the purposes of identifying suitably qualifi ed and experienced persons for appointment to the Board.

Board appointments are made by way of a board resolution after the NC has, upon reviewing the resume of the proposed director and conducting appropriate interviews, recommended such appointment to the Board. Pursuant to the Constitution of the Company, each director is required to retire at least once every three years by rotation and all newly appointed directors who are appointed by the Board are required to retire at the next annual general meeting following their appointment. The retiring directors are eligible to offer themselves for re-election. Each member of NC shall abstain from voting on any resolutions in respect of the assessment of his performance, independence or re-nomination as a Director.

The dates of initial appointment and re-election of the directors are set out below:

Director PositionDate of Initial Appointment

Date of Last Re-election

Mr Lim How Teck Lead Independent Director and Chairman 27 April 2010 30 April 2013

Mr Tan Fuh Gih Executive Director 5 May 2011 29 April 2015

Mr Tang Kheng Guan Kelvin Executive Director 1 December 2014 29 April 2015

Mr Leslie Yeo Choon Hsien Independent Non-Executive Director 14 January 2014 29 April 2014

Mdm Ho Geok Choo Madeleine Independent Non-Executive Director 1 August 2014 29 April 2015

Mr Lim Ban Hoe Executive Director 12 August 2015 NA

The key information regarding directors is set out in pages 12 and 13 of the Annual Report.

The NC in determining whether to recommend a director for re-election will take into consideration such director’s performance and contribution to the Group which includes qualitative and quantitative factors such as performance of principal functions and fi duciary duties, level of participation at meetings, guidance provided to Management and attendance record.



The NC has reviewed and recommended the re-election of Messrs Lim How Teck, Leslie Yeo Choon Hsien and Lim Ban Hoe who will be retiring as directors at the forthcoming Annual General Meeting. Mr Lim How Teck and Mr Leslie Yeo Choon Hsien will be retiring via rotation pursuant to Article 107 of the Company’s Constitution. Mr Lim Ban Hoe will be retiring pursuant to Article 117 of the Company’s Constitution. The three directors have offered themselves for re-election. The Board has accepted the recommendations of the NC.

Board performance is linked to the overall performance of the Group. The Board complies with the applicable laws and members of our Board are required to act in good faith, with due diligence and care in the best interests of the Company and its shareholders.

The NC has adopted processes for the evaluation of the Board’s performance and effectiveness as a whole. Each Director was requested to complete evaluation forms to assess the overall effectiveness of the Board as a whole. The appraisal process focused on the evaluation of factors such as the size and composition of the Board, the Board’s access to information, Board processes and accountability, communication with Senior Management and Directors’ standard of conduct. The NC discussed the results of the Board performance evaluation to identify areas where improvements were necessary and made recommendations to the Board for action to be taken.

The Board and the NC have endeavoured to ensure that directors appointed to the Board possess the background, experience, business knowledge, fi nance and management skills critical to the Group’s business. They have also ensured that each director, with his special contributions, brings to the Board an independent and objective perspective to enable balanced and well-considered decisions to be made.

ACCESS TO INFORMATION

Principle 6: In order to fulfi l their responsibilities, directors should be provided with complete, adequate and timely information prior to board meetings and on an on-going basis so as to enable them to make informed decisions to discharge their duties and responsibilities

Directors are furnished with detailed information concerning the Group from time to time to support their decision-making process and to fulfi l their responsibilities. Management accounts of the Group’s performance, position, and prospects are provided to Executive Directors on a monthly basis and to all members of the Board on a quarterly basis.

Prior to each Board meeting, the members of the Board are each provided with the relevant documents and information necessary, including background and explanatory statements, fi nancial statements, budgets, forecasts and progress reports of the Group’s business operations for them to comprehensively understand the issues to be deliberated upon and make informed decisions thereon.

As a general rule, notices are sent to the directors one week in advance of Board meetings, followed by the Board papers, in order for the directors to be adequately prepared for the meetings.

The Board (whether individually or as whole) has separate and independent access to Management and the Company Secretary at all times, and may seek independent professional advice if necessary, at the expense of the Company. The Company Secretary attends all Board meetings and ensures that all Board procedures are followed. The Company Secretary ensures that the Company complies with the requirements of the Companies Act, Cap. 50, and the Listing Manual of the SGX-ST.

The Directors may seek professional advice in the furtherance of their duties and the costs will be borne by the Company.

PROCEDURES FOR DEVELOPING REMUNERATION POLICIES, LEVEL AND MIX OF REMUNERATION AND DISCLOSURE OF REMUNERATION

Principle 7: There should be a formal and transparent procedure for developing policy on executive remuneration and for fi xing the remuneration packages of individual directors. No director should be involved in deciding his own remuneration.

Principle 8: The level and structure of remuneration should be aligned with the long-term interest and risk policies of the Company, and should be appropriate to attract, retain and motivate (a) directors to provide good stewardship of the Company, and (b) key management personnel to successfully manage the Company. However, companies should avoid paying more than is necessary for this purpose.



Principle 9: Each company should provide clear disclosure of its remuneration policies, level and mix of remuneration, and the procedure for setting remuneration in the Company’s Annual Report. It should provide disclosure in relation to its remuneration policies to enable investors to understand the link between remuneration paid to directors and key management personnel, and performance.

The RC comprises the following members:

Mr Lim How Teck – ChairmanMr Leslie Yeo Choon Hsien Mdm Ho Geok Choo Madeleine

The RC makes recommendations to the Board on the framework of remuneration, and the specifi c remuneration package for each director.

The RC is governed by its written terms of reference. The duties and powers of the RC are, inter alia, as follows:

1) To recommend to the Board a framework of remuneration for the directors and senior Management which covers all aspects of remuneration, including but not limited to directors’ fees, salaries, allowances, bonuses, options and benefi ts-in-kind.

2) To determine specifi c remuneration package for each Executive Director.

3) To recommend to the Board the remuneration of non-executive directors, which should be commensurate to the level of their respective contributions, taking into account factors such as effort and time spent, and the responsibilities of our non-executive directors.

4) To determine the targets for any performance-related pay schemes in respect of the executive directors of the Group, and to review and to recommend to the Board the terms of renewal of their service contracts.

5) To administer the Employee Share Option Scheme and the Performance Share Plan of the Company.

The members of the RC are familiar with executive compensation matters as they manage their own businesses and/ or are holding other directorships. The RC has full authority to engage any external professional to advise on matters regarding executive compensation matters, if required.

The RC’s recommendations will be submitted for endorsement by our Board. No director is involved in deciding his own remuneration.

In setting remuneration packages, the Company takes into account pay and employment conditions within the same industry and in comparable companies, as well as the Group’s relative performance and the performance of individual directors.

At the moment, the Company does not use any contractual provisions to reclaim incentive components of remuneration from Executive Directors and key management executives in exceptional circumstances of misstatement of fi nancial results, or of misconduct resulting in fi nancial loss to the Company. The RC, will consider, if required, whether there is a requirement to institute such contractual provisions to allow the Company to reclaim the incentive components of the remuneration of the Executive Directors and key management executives paid in prior years in such exceptional circumstances.

Our Independent Directors receive directors’ fees for their effort and time spent, responsibilities and contribution to the Board, subject to shareholders’ approval at annual general meetings.

The remuneration for our Executive Directors comprises a basic salary component and a variable component, based on the performance of the Group as a whole and their individual performance.

The Board supports and is aware of the need for transparency. However, after deliberation and debate, the Board is of the view that full disclosure of the specifi c remuneration of each individual director and the Group’s key management executives (who are not directors) is not in the best interests of the Company and therefore shareholders. Inter alia, the Board has taken into account the very sensitive nature of the matter, the relative size of the Group, the highly competitive business environment the Group operates in and the irrevocable negative impact such disclosure may have on the Group.



Details of remuneration and benefi ts of directors and key management executives for the fi nancial year ended 31 December 2015 which will provide suffi cient overview of the remuneration of directors and key management personnel are set out below:-

Remuneration Band and Name of Directors

Salary and CPF

Bonus and CPF

Fees # Other Benefi ts ## Total

(%) (%) (%) (%) (%)

Above S$1,000,000

Tan Fuh Gih 66 17 4 13 100

Above S$250,000 to S$500,000

Lim How Teck – – 84 16 100

Tang Kheng Guan Kelvin 67 17 – 16 100

Alex Yeo Kian Teong * 70 - – 30 100

S$250,000 and below

Leslie Yeo Choon Hsien – – 84 16 100

Ho Geok Choo Madeleine – – 89 11 100

Lim Ban Hoe ** 76 21 – 3 100

* Retired as an Executive Director on 31 May 2015.

** Appointed as an Executive Director on 12 August 2015.

# Included additional directors’ fees for FY2014 approved at the FY2014 AGM on 29 April 2015.

## Includes the fair value of performance shares.

Given the highly competitive industry conditions and in the interest of maintaining good morale and a strong spirit of teamwork within the Group, the disclosure relating to the remuneration of the top six key management executives (who are not Directors of the Company) of the Group in bands of S$250,000 is set out below. Their profi les are found on page 14. For the same reason, the Company does not disclose the aggregate remuneration paid to the top six key management executives (who are not directors of the Company) of the Group.

The annual remuneration of the top six key executives of the Group for FY2015 are as follows:

Remuneration BandsNo. of

Executives

Above S$250,000 to S$500,000 5

S$250,000 & below 1

The employee of the Company‘s subsidiary who is an immediate family member of the director whose remuneration exceeded $50,000 during FY2015 is as follows:

Remuneration Band and Name Salary and

CPFBonus and

CPFOther

Benefi ts Total

(%) (%) (%) (%)

Above S$250,000 to S$500,000

Tan Wei Min 83 13 4 100

Mr. Tan Wei Min is the brother of Mr. Tan Fuh Gih, an Executive Director of the Company.



ACCOUNTABILITY

Principle 10: The Board should present a balanced and understandable assessment of the Company’s performance, position and prospects.

In presenting the quarterly, half-year and full year fi nancial statements to shareholders, the Board aims to provide shareholders with a detailed and balanced analysis and explanation of the Group’s fi nancial position and prospects.

Management currently provides the Board with a continual fl ow of relevant information on a timely basis in order to assist the Board in understanding the fi nancial status and performance of the Group, in order for the Board to effectively discharge its duties.

RISK MANAGEMENT AND INTERNAL CONTROLS AND AUDIT COMMITTEE

Principle 11: The Board is responsible for the governance of risk. The Board should ensure that Management maintains a sound system of risk management and internal controls to safeguard shareholders’ interests and the Company’s assets, and should determine the nature and extent of the signifi cant risks which the Board is willing to take in achieving its strategic objectives.

Principle 12: The Board should establish an Audit Committee with written terms of reference which clearly set out its authority and duties.

The Risk Management Committee forms part of the Audit Committee.

The Board, assisted by the AC has oversight of the risk management system in the Group. The practice of risk management is undertaken by the Executive Directors and senior Management under the purview of the AC and the Board. Management regularly reviews the Group’s business and operational activities to identify areas of signifi cant business risks as well as appropriate measures to control and mitigate these risks within the Group’s policies and strategies. Management reviews all signifi cant control policies and procedures and highlights all signifi cant matters to the Board and the AC.

The Board acknowledges that risk is inherent in business and these are commercial risks to be taken in the course of generating a return on business activities. The Board’s policy is that risks should be managed within the Group’s overall risk tolerance.

The system of internal controls and risk management established by the Group provides reasonable, but not absolute, assurance that the Group will not be adversely affected by any event that can be reasonably foreseen as it strives to achieve its business objectives. However, the Board also notes that no system of internal controls and risk management can provide absolute assurance in this regard, or absolute assurance against the occurrence of material errors, poor judgment in decision-making, human errors, losses, frauds or other irregularities.

The AC comprises the following members:

Mr Leslie Yeo Choon Hsien - ChairmanMr Lim How TeckMdm Ho Geok Choo Madeleine

The members of the AC have suffi cient fi nancial management expertise, as interpreted by the Board in its business judgment, to discharge the AC’s functions.

The AC functions within its written terms of reference. The main duties and powers of the AC are inter alia, as follows:

1) To review with the external auditor their audit plan, scope and results of the audit.

2) To ensure co-ordination between the external auditor and Management, review the co-operation and assistance given by Management to the external auditor, and discuss issues and concerns, if any, arising from the audit and any other matters which the external auditor may wish to discuss (in the absence of Management where necessary).



3) To ensure that the internal audit function (if any) is adequate and has appropriate standing within the Company, ensure the adequacy of the internal audit function (if any) at least annually, and review the scope and results of the internal audit procedures (if any).

4) To ensure that a review of the effectiveness of the Company’s material internal controls, including fi nancial, operational and compliance controls, and risk management, is conducted at least annually by the internal auditors.

5) To review the quarterly, half-year and full year fi nancial statements, including the statement of fi nancial position of the Company and the consolidated statement of fi nancial position and consolidated statement of profi t or loss of the Group before submission to the Board for approval, focusing in particular, on changes in accounting policies and practices, major risk areas, signifi cant adjustments resulting from the audit, the going concern statement, compliance with accounting standards as well as compliance with any stock exchange and statutory/regulatory requirements.

6) To commission and review and discuss with the external auditor, if necessary, any suspected fraud or irregularity, or suspected failure of internal controls, or suspected infringement of any relevant laws, rules or regulations, which has or is likely to have a material impact on the Group’s operating results and/or fi nancial position, and Management’s response.

7) To review the scope and results of the audit and its cost effectiveness and the independence and objectivity of the external auditor, and where the external auditor also supply a substantial volume of non-audit services to the Company, to keep the nature and extent of such services under review, with a view towards striking a balance between the maintenance of objectivity and value for money.

8) To review the independence of the external auditor annually, and consider the appointment or re-appointment of the external auditor, the audit fee, and matters relating to the resignation or dismissal of the auditor.

9) To approve internal control procedures and arrangements for all interested person transactions.

10) To review transactions falling within the scope of the Listing Manual Section of the SGX- ST, in particular, matters pertaining to Interested Person Transactions and Acquisitions and Realisations as laid down in Chapters 9 and 10, respectively, thereof.

11) Review whistle-blowing investigations within the Group and ensuring appropriate follow-up action, if required;

12) To undertake such other reviews and projects as may be requested by the Board and report to the Board its fi ndings from time to time on matters arising and requiring the attention of the AC.

The AC has full authority to investigate any matter within its terms of reference, full access to and co-operation from Management and full discretion to invite any director, executive offi cer or other employee of the Group to attend its meetings, and is given reasonable resources to enable it to discharge its functions properly and effectively.

In July 2010, the Singapore Exchange Limited and Accounting and Corporate Regulatory Authority has launched the Guidance to Audit Committees on Evaluation of Quality of Work performed by External Auditors which aims to facilitate the AC in evaluating the external auditors. Accordingly, the AC had evaluated the performance of the external auditors based on the key indicators of audited quality set out in the Guidance.

The AC met the external auditor in February 2016 without the presence of the Company’s Management to review any matters that may be raised privately. In addition, updates on changes in accounting standards and treatment are prepared by external auditor and circulated to members of the AC periodically for information.

The AC has reviewed the nature and extent of non-audit services provided by KPMG LLP (“KPMG”) and its member fi rms (collectively known as the “External Auditors”) and the fees paid for their audit services, non-audit services and the aggregate amount of fees paid in respect of the year ended 31 December 2015. The AC has reviewed the nature and amount of non-audit fees paid to the External Auditors and is of the view that the independence of the External Auditors have not been compromised.

All of the Group’s Singapore-incorporated and foreign-incorporated subsidiaries and associated companies are audited by KPMG or KPMG member fi rms except one non-signifi cant foreign-incorporated associated company which is audited by a non-KPMG member fi rm.



Therefore, the Group has complied with the Rules 715 and 716 of the Listing Manual.

The AC has reviewed the Company’s whistle-blowing policy where the staff of the Company and third parties may, in confi dence, raise concerns about possible improprieties in matters of fi nancial reporting or other matters, with the objective of ensuring that arrangements are in place for the independent investigation of such matters for appropriate follow-up action.

INTERNAL AUDIT

Principle 13: The Company should establish an effective internal audit function that is adequately resourced and independent of the activities it audits.

The Company has outsourced its internal audit function to a professional service fi rm, Baker Tilly Consultancy (Singapore) Pte Ltd since 26 August 2013. The internal auditors report to the AC. To ensure the adequacy of the internal audit function, the AC reviews and approves the internal audit plan on an annual basis. The AC is satisfi ed that the internal auditor is independent and has the appropriate standing to perform its functions effectively.

The AC also assesses the effectiveness of the internal audit, on an annual basis, by examining the scope of the internal audit work and its independence, the internal auditor’s report and its relationship with the external auditors.

The Group’s internal controls and systems are designed to provide reasonable assurance as to the integrity and reliability of the fi nancial information and to safeguard and maintain accountability of assets. Procedures are in place to identify major business risks and evaluate potential fi nancial effects, as well as for the authorisation of capital expenditure and investments.

Based on the aforesaid and the statutory audit conducted by the External Auditor and the Internal Auditors, the Board, with the concurrence of the AC, is of the opinion that the system of internal controls, including fi nancial, operational, compliance and information technology controls and risk management, are adequate to meet the needs of the Group’s existing business objectives, having addressed the critical risk areas as at 31 December 2015. While acknowledging their responsibility for the system of internal controls, the Directors are aware that such a system is designed to manage, rather than eliminate risks, and therefore cannot provide absolute assurance in this regard, or absolute assurance against the occurrence of material errors or mis-statements, poor judgment in decision-making, human error, losses, fraud or other irregularities.

The Executive Director and Group Chief Financial Offi cer at the fi nancial year-end have provided a letter of assurance (a) that the fi nancial records have been properly maintained and the fi nancial statements give true and fair view of the Company’s operations and fi nances and (b) regarding the effectiveness of the Company’s risk management and internal control systems.

COMMUNICATION WITH SHAREHOLDERS AND CONDUCT OF SHAREHOLDERS’ MEETINGS

Principle 14: Companies should treat all shareholders fairly and equitably, and should recognise, protect and facilitate the exercise of shareholders’ rights and continually review and update such governance arrangements.

Principle 15: Companies should actively engage their shareholders and put in place an investor relations policy to promote regular, effective and fair communication with shareholders.

Principle 16: Companies should encourage greater shareholder participation at general meetings of shareholders and allow shareholders the opportunity to communicate their views on various matters affecting the Company.

The Company does not practise selective disclosure. Price sensitive information is always released on SGXNET after trading hours. Results and annual reports are announced or issued within the mandatory periods.

Shareholders are encouraged to attend the AGM to ensure a greater level of shareholder participation and for them to be kept up to date as to the strategies and goals of the Group. All shareholders of the Company receive a copy of the Annual Report, the Notice of AGM and circulars and notices pertaining to any Extraordinary General Meetings of the Company. To facilitate participation by the shareholders, the Constitution of the Company allows the shareholders to attend and vote at general meetings of the Company by proxies. A shareholder may appoint up to two proxies to attend and vote on his behalf at the general meeting through proxy form deposited 48 hours before the meeting. Notices of general meetings are also advertised in newspapers and available on the SGX-ST’s website.



Every matter requiring shareholders’ approval is proposed as a separate resolution. Each item of special business included in the notice of meeting is accompanied, where appropriate, by an explanation for the proposed resolution. As authentication of shareholder identity information and other related security issues still remain a concern, the Company has decided, for the time being, not to implement voting in absentia by mail, facsimile or email. Participation of shareholders is encouraged at the AGM through the open question and answer session. The Directors, Management and the External Auditor are available to address any queries or concerns on matters relating to the Group and its operations.

To promote greater transparency and effective participation, the Company has started to conduct the voting of all its resolutions by poll since last AGM. The detailed voting results, including the total number of votes cast for or against each resolution tabled, are published instantaneously at the AGM and announced via SGXNet after the AGM.

DIVIDEND POLICY

While the Company has not formally instituted a dividend policy, it has a good track record of paying annual dividends to shareholders. In proposing any dividend payout and/or determining the form, frequency and/or the amount of such dividend payout, the Board will take into account, inter alia, the Group’s fi nancial position, retained earnings, results of operation and cash fl ow, the Group’s expected working capital requirements, the Group’s expected capital expenditure and future expansion and investment plans and other funding requirements, general economic conditions and other internal or external factors that may have an impact on the business or fi nancial performance and position of the Group.

DEALINGS IN SECURITIES

The Company has adopted an internal code which prohibits dealings in the securities of the Company by Directors and officers of the Group while in possession of price-sensitive information. Under this code, the Company, Directors and employees of the Group are not permitted to deal with the securities of the Company during the period beginning two weeks and one month before the announcement of the quarterly and annual results respectively, and ending on the date of the announcement. In addition, Directors and officers are expected to observe insider trading laws at all times even when dealing in securities within the permitted trading period.

Directors and employees are also discouraged from dealing in the Company’s securities on short-term consideration.

DISCLOSURE OF MATERIAL CONTRACTS

Except as disclosed under Interested Person Transactions, there is no material contract entered into by the Company or any of its subsidiaries involving the interests of any Director during FY2015.

INTERESTED PERSON TRANSACTIONS

As a listed company, the Company has taken the following steps to ensure compliance with the requirements of Chapter 9 of the Listing Manual of the SGX-ST on interested person transactions, including ensuring that interested person transactions are properly reviewed, approved, and conducted on an arm’s length basis.

The Board meets quarterly to review if the Group will be entering into any interested person transaction. If the Group is intending to enter into an interested person transaction, the Board will ensure that the Group complies with the requisite rules under Chapter 9.

The AC also meets once every three months to review if the Group will be entering into any interested person transaction, and if so, the AC ensures that the relevant rules under Chapter 9 are complied with.

When a potential confl ict of interest arises, the director concerned does not participate in discussions and refrains from exercising any infl uence over other members of the Board.



During FY2015, the following interested person transactions were conducted with the following interested persons:

Name of Interested Person Aggregate value of all interested person transactions during the

fi nancial year under review (excluding transactions less than

S$100,000 and transactions conducted under shareholders’ mandate pursuant to Rule 920)

Aggregate value of all interested person transactions conducted under shareholders’ mandate

pursuant to Rule 920 (excluding transactions

less than S$100,000)

Kim Seng Holdings Pte Ltd US$110,827 N.A.

Human Capital (Singapore) Pte Ltd US$84,913 N.A.

Kim Seng Holdings Pte Ltd (“KSH”), is a substantial shareholder (5.85%) of Swissco Holdings Limited. KSH is a company in which Mr Tan Fuh Gih, (a director and controlling shareholder of the Company) and his immediate family members are shareholders. Scott and English is renting the premise at No. 4 Tuas Avenue 5 from KSH with effect from 15 April 2014. The rental amount for the full year FY2015 was US$110,827.

Madam Ho Geok Choo Madeleine and Mr. Tan Fuh Gih hold 67.5% and 30% shareholdings respectively in Human Capital (Singapore) Pte Ltd, a national Continuing Education and Training Centre providing executive programmes and human resource consultancy services. The amount incurred for the leadership development programmes for the full year FY2015 was US$84,913.

The Company does not have a general shareholders’ mandate pursuant to Rule 920 of the Listing Manual.

DIRECTORS’STATEMENTYear ended 31 December 2015


We are pleased to submit this annual report to the members of the Company together with the audited fi nancial statements for the fi nancial year ended 31 December 2015.

In our opinion:

(a) the fi nancial statements set out on pages 36 to 98 are drawn up so as to give a true and fair view of the fi nancial position of the Group and of the Company as at 31 December 2015 and the fi nancial performance, changes in equity and cash fl ows of the Group for the year ended on that date in accordance with the provisions of the Singapore Companies Act, Chapter 50 and Singapore Financial Reporting Standards; and

(b) at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due.

The Board of Directors has, on the date of this statement, authorised these fi nancial statements for issue.

Directors

The directors of the Company in offi ce at the date of this statement are as follows:

Lim How TeckTan Fuh GihTang Kheng Guan KelvinLeslie Yeo Choon HsienHo Geok Choo MadeleineLim Ban Hoe (Appointed on 12 August 2015)

Directors’ interests

According to the register kept by the Company for the purposes of Section 164 of the Companies Act, Chapter 50 (the “Act”), particulars of interests of directors who held offi ce at the end of the fi nancial year (including those held by their spouses and infant children) in shares, debentures, warrants and share options in the Company and in related corporations (other than wholly-owned subsidiaries) are as follows:

Holdings registered in name of director

Holdings in which director is deemed to have an interest

At 1.1.2015or date of

appointmentif later

At 31.12.2015

At 21.1.2016

At 1.1.2015or date of

appointmentif later

At 31.12.2015

At 21.1.2016

The Company

Ordinary shares

Lim How Teck 50,000 320,000 320,000 – – –

Tan Fuh Gih 96,320,329 96,520,329 96,520,329 39,457,500 39,557,500 39,557,500

Ho Geok Choo Madeleine – 33,000 33,000 1,117,000 1,150,000 1,150,000

Tang Kheng Guan Kelvin – 149,000 149,000 – – –

Leslie Yeo Choon Hsien – 77,000 77,000 – – –

By virtue of Section 7 of the Act, Tan Fuh Gih is deemed to have an interest in all the related corporations of the Company, at the beginning and at the end of the fi nancial year.

Except as disclosed in this statement, no director who held offi ce at the end of the fi nancial year had interests in shares, debentures, warrants or share options of the Company, or of related corporations, either at the beginning of the fi nancial year, or date of appointment if later, or at the end of the fi nancial year.

Except as disclosed under the “Share options and performance shares” section of this statement, neither at the end of, nor at any time during the fi nancial year, was the Company a party to any arrangement whose objects are, or one of whose objects is, to enable the directors of the Company to acquire benefi ts by means of the acquisition of shares in or debentures of the Company or any other body corporate.



Share options and performance shares

Swissco Holdings Employee Share Option Scheme

The Swissco Holdings Employee Share Option Scheme (the “Scheme”) for employees and directors of the Group was approved by members of the Company at an Extraordinary General Meeting on 1 November 2010. The Scheme is administered by the Company’s Remuneration Committee, comprising three directors, Lim How Teck (Chairman), Leslie Yeo Choon Hsien and Ho Geok Choo Madeleine. The purpose of the Scheme is to attract, retain and give recognition to employees who have contributed to the success and development of the Group.

The exercise price of the options shall be determined by the Remuneration Committee at:

(i) the average of the last dealt prices of the Company’s ordinary shares as quoted on the Singapore Exchange for fi ve consecutive market days immediately preceding the date of the grant (“Market Price”); or

(ii) a discount not exceeding 20% of the Market Price. The quantum of such discount shall be determined by the Remuneration Committee and approved by the shareholders in a general meeting.

Options granted at a discount under the Scheme are subject to a vesting period of 2 years from grant date, while those granted at Market Price are subject to a vesting period of 1 year from grant date. Once the options are vested, they are exercisable for a period of 5 years to 10 years from grant date.

The aggregate number of shares over which options may be granted on any date, when added to the number of shares issued and issuable in respect of all options granted under the Scheme and all the shares awarded under the Swissco Holdings Performance Share Plan, shall not exceed 15% of the issued shares of the Company on the day preceding that date.

The aggregate number of shares over which options may be granted under the Scheme to the controlling shareholders and their associates shall not exceed 25% of the shares available under the Scheme and the number of shares over which options may be granted under the Scheme to a controlling shareholder or an associate of a controlling shareholder shall not exceed 10% of the shares available under the Scheme.

The Company granted options under the Scheme to subscribe for 1,325,000 ordinary shares (adjusted for Share Consolidation) of the Company on 12 May 2014 (“2014 Options”). On 30 July 2014, the Company undertook a consolidation (the “Share Consolidation”) of all its shares on the basis of every two existing shares into one consolidated share. Particulars of these options and the Share Consolidation were set out in the Directors’ Report for the fi nancial year ended 31 December 2014.

Details of the options granted to the directors of the Company are as follows:

Name of director

No. of unissued ordinary shares of the Company under option

Granted in fi nancial year

ended31.12.15

Aggregate granted

since start ofScheme to31.12.15*

Aggregate exercised

since start ofScheme to31.12.15

Aggregate outstanding

as at31.12.15

Lim How Teck – 150,000 (100,000) 50,000

Tan Fuh Gih – 100,000 – 100,000

Leslie Yeo Choon Hsien – 50,000 – 50,000

– 300,000 (100,000) 200,000



The number of unissued ordinary shares of the Company under option in relation to the Scheme outstanding at the end of the fi nancial year are as follows:

Options granted on

Exerciseprice per

share*

No. of unissued ordinary

shares under option at 1.1.15*

Options granted

Options exercised

Options forfeited/ expired

No. of unissued ordinary

shares under option at 31.12.15 Exercise period

11.5.2012 S$0.404 50,000 – – – 50,000 11.5.13 – 10.5.22

11.5.2012 S$0.404 50,000 – – – 50,000 11.5.13 – 10.5.17

13.5.2013 S$0.538 437,000 – – (250,000) 187,000 13.5.14 – 12.5.23

13.5.2013 S$0.538 50,000 – – – 50,000 13.5.14 – 12.5.18

12.5.2014 S$0.834 850,000 – – (325,000) 525,000 12.5.15 – 11.5.24

12.5.2014 S$0.834 100,000 – – – 100,000 12.5.15 – 11.5.19

1,537,000 – – (575,000) 962,000

* Adjusted for Share Consolidation.

Except as disclosed above, there were no unissued shares of the Company or its subsidiaries under options granted by the Company or its subsidiaries as at the end of the fi nancial year.

The options granted by the Company do not entitle the holders of the options, by virtue of such holding, to any rights to participate in any share issue of any other company.

Swissco Holdings Performance Share Plan

The Swissco Holdings Performance Share Plan (the “Plan”) for directors and managers of the Group was approved by members of the Company at an Extraordinary General Meeting on 1 November 2010 and the proposed alterations to the Plan were approved at the Annual General Meeting on 29 April 2015. The purpose of the Plan is to attract, retain and give recognition to the employees who have contributed to the success and development of the Group as well as motivate the employees to contribute towards the Group’s long term prosperity.

Performance shares under the Plan shall be awarded to executive directors and managers of the Group conditional upon the Group meeting or exceeding a prescribed performance target during the performance period. The Plan was altered during the year to include non-executive directors to participate in the Plan. The Remuneration Committee may prescribe a vesting schedule pursuant to which the award shall vest at the end of each performance period, provided the performance target has been met.

The aggregate number of shares that may be awarded on any date, when added to the number of shares issued and issuable in respect of all options granted under the Plan and all shares awarded under the Plan, shall not exceed 15% of the issued shares of the Company on the day preceding that date. The aggregate number of shares that may be awarded under the Plan to the controlling shareholders and their associates shall not exceed 25% of the shares available under the Plan and the number of shares that may be granted under the Plan to a controlling shareholder or an associate of a controlling shareholder shall not exceed l0% of the shares available under the Plan.



On 5 May 2015, 1,018,000 performance shares were granted pursuant to the Plan. There is no vesting period for the shares. Details of the performance shares granted to the directors are as follows:

Name of director

Granted in fi nancial year

ended31.12.15

Aggregate granted since

commencement of the Plan to

31.12.15

Aggregate vested/

issued since commencement of the Plan to

31.12.15

Aggregate outstanding

as at31.12.15

Lim How Teck 120,000 120,000 120,000 –

Tan Fuh Gih 200,000 200,000 200,000 –

Tang Kheng Guan Kelvin 99,000 99,000 99,000 –

Leslie Yeo Choon Hsien 77,000 77,000 77,000 –

Ho Geok Choo Madeleine 33,000 33,000 33,000 –

529,000 529,000 529,000 –

Mr Tan Fuh Gih is a controlling shareholder of the Company.

No participants received 5% or more of the total number of performance shares available under the Scheme.

Audit Committee

The members of the Audit Committee during the year and at the date of this statement are:

Leslie Yeo Choon Hsien - ChairmanLim How TeckHo Geok Choo Madeleine

All members of the Audit Committee were non-executive and independent directors.

The Audit Committee performs the functions specifi ed in Section 201B of the Act, the SGX Listing Manual and the Code of Corporate Governance.

The Audit Committee has held four meetings since the last directors’ statement. In performing its functions, the Audit Committee met with the Company’s external and internal auditors to discuss the scope of their work, the results of their examination and evaluation of the Company’s internal accounting control system.

The Audit Committee also reviewed the following:

• assistance provided by the Company’s offi cers to the internal and external auditors;

• quarterly fi nancial information and annual fi nancial statements of the Group and the Company prior to their submission to the directors of the Company for adoption; and

• interested person transactions (as defi ned in Chapter 9 of the SGX Listing Manual).

The Audit Committee has full access to management and is given the resources required for it to discharge its functions. It has full authority and the discretion to invite any director or executive offi cer to attend its meetings. The Audit Committee also recommends the appointment of the external auditors and reviews the level of audit and non-audit fees.

The Audit Committee is satisfi ed with the independence and objectivity of the external auditors and has recommended to the Board of Directors that the auditors, KPMG LLP, be nominated for re-appointment as auditors at the forthcoming Annual General Meeting of the Company.

In appointing our auditors for the Company, subsidiaries and signifi cant associated companies, we have complied with Rules 712 and 715 of the SGX Listing Manual.



Auditors

At the Annual General Meeting on 29 April 2015, KPMG LLP were appointed as auditors of the Company.

The auditors, KPMG LLP, have indicated their willingness to accept re-appointment.

On behalf of the Board of Directors

Tan Fuh GihDirector

Tang Kheng Guan KelvinDirector

30 March 2016

INDEPENDENTAUDITOR’S REPORTTo the members of the Company Swissco Holdings Limited


Report on the fi nancial statements

We have audited the accompanying fi nancial statements of Swissco Holdings Limited (the “Company”) and its subsidiaries (the “Group”), which comprise the statements of fi nancial position of the Group and the Company as at 31 December 2015, the statement of profi t or loss and other comprehensive income, statement of changes in equity and statement of cash fl ows of the Group for the year then ended, and a summary of signifi cant accounting policies and other explanatory information, as set out on pages 36 to 96.

Management’s responsibility for the fi nancial statements

Management is responsible for the preparation of fi nancial statements that give a true and fair view in accordance with the provisions of the Singapore Companies Act, Chapter 50 (“the Act”) and Singapore Financial Reporting Standards, and for devising and maintaining a system of internal accounting controls suffi cient to provide a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair fi nancial statements and to maintain accountability of assets.

Auditors’ responsibility

Our responsibility is to express an opinion on these fi nancial statements based on our audit. We conducted our audit in accordance with Singapore Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the fi nancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fi nancial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the fi nancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation of fi nancial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the fi nancial statements.

We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated fi nancial statements of the Group and the statement of fi nancial position of the Company are properly drawn up in accordance with the provisions of the Act and Singapore Financial Reporting Standards so as to give a true and fair view of the fi nancial position of the Group and of the Company as at 31 December 2015 and the fi nancial performance, changes in equity and cash fl ows of the Group for the year ended on that date.

Other matter

The fi nancial statements of the Group for the year ended 31 December 2014 were audited by another auditor who expressed an unmodifi ed opinion on those statements on 31 March 2015.

Report on other legal and regulatory requirements

In our opinion, the accounting and other records required by the Act to be kept by the Company and by those subsidiary corporations incorporated in Singapore of which we are the auditors have been properly kept in accordance with the provisions of the Act.

KPMG LLPPublic Accountants andChartered Accountants

Singapore30 March 2016

STATEMENTS OFFINANCIAL POSITIONAs at 31 December 2015


The accompanying notes form an integral part of these fi nancial statements.

Group Company

Note 2015 2014 2015 2014

US$’000 US$’000 US$’000 US$’000

Assets

Current assets

Cash and cash equivalents 5 37,555 38,633 11,461 3,800

Available-for-sale fi nancial assets 6 1,315 3,899 – –

Trade and other receivables 7 17,517 21,505 48,262 75,041

Inventories 8 72 62 – –

Other assets 9 9,704 10,512 68 73

66,163 74,611 59,791 78,914

Non-current assets

Subsidiaries 10 – – 437,144 437,184

Associates 11 38,860 27,600 – –

Joint ventures 12 102,950 88,439 39 39

Property, plant and equipment 13 322,878 354,218 7 –

Intangible assets 14 218 832 – –

464,906 471,089 437,190 437,223

Total assets 531,069 545,700 496,981 516,137

Liabilities

Current liabilities

Trade and other payables 15 19,024 39,993 1,803 49,273

Borrowings 16 78,211 71,792 3,623 5,028

Derivatives 17 – – 4 657

Current tax liabilities 1,325 374 – –

98,560 112,159 5,430 54,958

Non-current liabilities

Borrowings 16 154,628 176,405 71,868 77,843

Deferred tax liabilities 18 2,179 2,829 – –

156,807 179,234 71,868 77,843

Total liabilities 255,367 291,393 77,298 132,801

Net assets 275,702 254,307 419,683 383,336

Equity

Capital and reserves attributable to owners of the Company

Share capital 19 188,518 188,152 371,222 370,856

Redeemable exchangeable preference shares 20 36,750 36,750 – –

Other reserves 21 476 658 259 206

Retained earnings 22 49,958 28,747 48,202 12,274

Total equity 275,702 254,307 419,683 383,336

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOMEYear ended 31 December 2015



Note 2015 2014

US$’000 US$’000

Restated*

Revenue 23 69,646 65,514

Cost of sales 25 (26,934) (37,331)

Gross profi t 42,712 28,183

Other income 1,761 39

Other gains 24 10,838 5,344

Administrative expenses 25 (8,266) (8,847)

Other expenses 25 (45,311) (30,860)

Finance income 26 2,452 2,266

Finance costs 26 (11,596) (4,733)

Share of profi ts of associates (net of tax) 11 11,260 4,937

Share of profi ts of joint ventures (net of tax) 12 28,170 19,129

Profi t before tax 32,020 15,458

Income tax (expense)/credit 28 (851) 433

Profi t for the year, attributable to owners of the Company 31,169 15,891

Other comprehensive income:

Items that are or may be reclassifi ed subsequently to profi t or loss

Foreign currency translation differences (235) 276

Net change in fair value of available-for-sale fi nancial assets – (5,300)

Net change in fair value of available-for-sale fi nancial assets reclassifi ed to profi t or loss – 5,300

Other comprehensive income, net of tax (235) 276

Total comprehensive income for the year, attributable to owners of the Company 30,934 16,167

Earnings per share

- Basic earnings per share (cents) 29(a) 4.64 2.91

- Diluted earnings per share (cents) 29(b) 4.30 2.85

* See Note 37.

CONSOLIDATED STATEMENT OFCHANGES IN EQUITYYear ended 31 December 2015



NoteSharecapital

Redeemable exchangeable

preferenceshares

Otherreserves

Retained earnings

Totalequity

US$’000 US$’000 US$’000 US$’000 US$’000

At 1 January 2015 188,152 36,750 658 28,747 254,307Total comprehensive income for the yearProfi t for the year – – – 31,169 31,169Other comprehensive income Foreign currency translation differences – – (235) – (235)Total other comprehensive income – – (235) – (235)Total comprehensive income for the year – – (235) 31,169 30,934Transactions with owners of the Company, recognised directly in equityContributions by and distributions to owners of the CompanyPerformance share plan – issue of new shares 366 – – – 366Employee share option scheme:- Value of employee services 21(b)(ii) – – 73 – 73- Employee share options forfeited – – (20) – (20)- Dividend paid – – – (9,958) (9,958)Total transactions with owners, recognised directly in equity 366 – 53 (9,958) (9,539)

At 31 December 2015 188,518 36,750 476 49,958 275,702

At 1 January 2014 30,419 – (283) 12,839 42,975Total comprehensive income for the yearProfi t for the year – – – 15,891 15,891Other comprehensive incomeForeign currency translation differences – – 276 – 276Net change in fair value of available-for-sale fi nancial assets – – (5,300) – (5,300)Net change in fair value of available-for-sale fi nancial assets reclassifi ed to profi t or loss – – 5,300 – 5,300Total other comprehensive income – – 276 – 276Total comprehensive income for the year – – 276 15,891 16,167Transactions with owners of the Company, recognised directly in equityContributions by and distributions to owners of the CompanyReverse acquisition of Scott and English Energy Pte. Ltd. 36 158,055 – – – 158,055Issuance of redeemable exchangeable preference shares 20 – 36,750 – – 36,750Employee share option scheme:- Issue of new shares 239 – (15) – 224- Value of employee services 21(b)(ii) – – 136 – 136Total transactions with owners, recognised directly in equity 158,294 36,750 121 – 195,165

Effects of change in functional currency (561) – 544 17 –At 31 December 2014 188,152 36,750 658 28,747 254,307

CONSOLIDATED STATEMENT OFCASH FLOWSYear ended 31 December 2015



Note 2015 2014US$’000 US$’000

Cash fl ows from operating activitiesProfi t before tax 32,020 15,458Adjustments for:- Share of profi ts of associates 11 (11,260) (4,937)- Share of profi ts of joint ventures 12 (28,170) (19,129)- Depreciation of property, plant and equipment 13 24,900 7,529- Impairment loss on property, plant and equipment 13 14,000 –- Impairment of goodwill 14 – 15,414- Amortisation of intangible assets 14 626 2,154- Finance income 26 (2,452) (2,266)- Finance costs 26 11,596 4,733- Share option expense 27 53 136- Impairment loss on available-for-sale fi nancial assets 6 1,580 5,300- Loss on disposal of available-for-sale fi nancial assets 25 98 –- Gain on disposal of property, plant and equipment 24 (2,961) (953)- Performance share expense 27 366 –- Unrealised foreign exchange gain (6,828) –

33,568 23,439Changes in working capital:- Trade and other receivables 6,395 (1,531)- Inventories (10) 130- Other assets 808 18,745- Trade and other payables (21,642) 11,765Cash generated from operating activities 19,119 52,548Income tax paid (530) (605)Net cash from operating activities 18,589 51,943

Cash fl ows from investing activitiesInterest received 45 2,266Loans to joint ventures (3,841) (24,175)Amount due from joint ventures – (3,600)Repayment from a joint venture 17,500 –Amount due from associates – (1,631)Amount due to associates – 428Investments in associates 11 – (22,663)Proceeds from disposal of property, plant and equipment 30,096 4,810Purchases of property, plant and equipment (34,741) (168,656)Purchase of intangible assets (12) –Proceeds from sale of available-for-sale fi nancial assets 708 –Net cash received from reverse acquisition 36 – 9,609Net cash from/(used in) investing activities 9,755 (203,612)

Cash fl ows from fi nancing activitiesNet proceeds from issue of ordinary shares – 224Net proceeds from issue of redeemable exchangeable preference shares 20 – 36,750Interest paid (10,244) (4,733)Proceeds from bank borrowings 101,110 239,463Repayment of bank borrowings (110,237) (81,946)Net increase in restricted cash (5,484) (1,335)Dividend paid to shareholders of the Company (9,958) –Net cash (used in)/from fi nancing activities (34,813) 188,423

Net (decrease)/increase in cash and cash equivalents (6,469) 36,754Cash and cash equivalents at beginning of fi nancial year 37,298 773Effects of currency translation on cash and cash equivalents (93) (229)Cash and cash equivalents at end of the year 5 30,736 37,298

NOTES TO THEFINANCIAL STATEMENTSYear ended 31 December 2015


These notes form an integral part of the fi nancial statements.

The fi nancial statements were authorised for issue by the Board of Directors on 30 March 2016.

1 Domicile and activities

Swissco Holdings Limited (“Swissco” or the “Company”) is listed on the Singapore Exchange and incorporated in the Republic of Singapore. The address of the Company’s registered offi ce is No. 21 Tuas Road, Singapore 638489.

The fi nancial statements of the Company as at and for the year ended 31 December 2015 comprise the Company and its subsidiaries (together referred to as the “Group” and individually as “Group entities”) and the Group’s interest in equity-accounted investees.

The Group is primarily involved in the drilling rig chartering, service rig chartering, vessel chartering, ship repair and maintenance services, and maritime services.

2 Accounting for a very substantial acquisition

On 30 July 2014, the Company completed the following transactions that were proposed in the Circular to Shareholders dated 30 June 2014.

(a) Share consolidation

The Company consolidated every two shares into one consolidated share. The total number of shares in the Company after the share consolidation was 218,649,252.

(b) Acquisition of Scott and English Energy Pte. Ltd.

The Company acquired the entire issued and paid-up share capital of Scott and English Energy Pte. Ltd. (“S&E”), satisfi ed by the allotment and issue of 452,380,952 consideration shares, resulting in the total number of issued shares in the capital of the Company increasing from 218,649,252 shares to 671,030,204 shares.

Pursuant to the acquisition, S&E became a wholly-owned subsidiary of the Company.

In the consolidated fi nancial statements of the Group

The S&E acquisition had been accounted for as a reverse acquisition as the shareholders of S&E became the majority shareholders of the Group. The legal subsidiary (i.e. S&E) was therefore considered the acquirer for accounting purposes. Accordingly, the Group’s consolidated fi nancial statements had been prepared as a continuation of S&E’s fi nancial statements.

Since such consolidated fi nancial statements represent a continuation of the fi nancial statements of S&E,

(a) the assets and liabilities of the legal subsidiary and its subsidiaries, associates and joint ventures prior to the reverse acquisition collectively known as “S&E Group” were recognised and measured at their pre-combination carrying amounts;

(b) the assets and liabilities of the legal parent (i.e. the Company) and its subsidiaries and joint ventures prior to the S&E acquisition (“Swissco Group”) were recognised and measured at fair value in accordance with FRS103 Business Combination;

(c) the retained earnings and other equity balances recognised in the consolidated fi nancial statements at the date of the acquisition were the retained earnings and other equity balances of S&E Group immediately before the business combination;



2 Accounting for a very substantial acquisition (continued)

In the consolidated fi nancial statements of the Group (continued)

(d) the amount recognised as issued equity interests in the consolidated fi nancial statements was determined by adding the issued equity interest of the legal subsidiary (i.e. S&E) outstanding immediately before the business combination to the purchase consideration of the reverse acquisition at fair value at the acquisition date amounting to US$158 million (S$201 million). However, the equity structure (i.e. the number and type of equity interests issued) refl ected the equity structure of the Company, including the ordinary share of the Company issued to effect the combination. Accordingly, the equity structure of the legal subsidiary (i.e. S&E) was restated using the exchange ratio established in the acquisition agreement in the comparative period to refl ect the Company’s equivalent number of shares;

(e) the comparative fi gures presented in these consolidated fi nancial statements are those of S&E group, till the date of acquisition and the results of the Group from the acquisition date onwards; and

(f) earnings per share (EPS) refl ects the results of S&E Group till the date of the acquisition, and the results of the Group from the acquisition date onwards.

Consolidated fi nancial statements prepared following a reverse acquisition shall refl ect the fair values of the assets, liabilities and contingent liabilities of the Swissco Group. Therefore, the purchase consideration at fair value of the reverse acquisition was allocated to the identifi able assets, liabilities and contingent liabilities of Swissco Group at their fair values as at 30 July 2014. The excess of the cost of the reverse acquisition over the net fair value of those items amounting to US$15.4 million was recognised as goodwill in 2014 (Note 36).

At the Company level balance sheet

Reverse acquisition accounting applies only in the consolidated fi nancial statements. Therefore, in the legal parent’s (i.e. the Company) separate fi nancial statements, the investment in the legal subsidiary (i.e. S&E) is accounted for at cost, satisfi ed by the allotment and issuance by the Company of 452,380,952 ordinary shares credited as fully paid-up.

3 Basis of preparation

3.1 Statement of compliance

These fi nancial statements have been prepared in accordance with the Singapore Financial Reporting Standards (“FRS”).

3.2 Basis of measurement

The fi nancial statements have been prepared on the historical cost basis except as otherwise described in the notes below.

3.3 Functional and presentation currency

These fi nancial statements are presented in United States dollars (“USD”), which is the Company’s functional currency with effect from 1 October 2014. Prior to 1 October 2014, the functional currency of the Company and certain subsidiaries were presented in Singapore dollars (“SGD”). The balance sheet of the Company and the consolidated fi nancial statements of the Group were also presented in SGD.

From 1 October 2014, the Company and certain subsidiaries of the Group changed their functional currency to USD as USD better refl ects the current transactions and circumstances involving the drilling rig business of the Group. Consequently, the balance sheet of the Company and consolidated fi nancial statements of the Group were presented in USD.



3 Basis of preparation (continued)

3.3 Functional and presentation currency (continued)

The change in functional currency of the Company and the affected subsidiaries were applied prospectively from the date of change in accordance with FRS 21 The Effect of Changes in Foreign Exchange Rate. On the date of the change of functional currency, all assets, liabilities, issued capital and other components of equity and profi t or loss account items were translated to USD at the exchange rate on that date. As a result, the cumulative currency translation differences which arose up to the date of the change of functional currency were reallocated to other components within equity.

All fi nancial information presented have been rounded to the nearest thousand, unless otherwise stated.

3.4 Use of estimates and judgements

The preparation of fi nancial statements in conformity with FRSs requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.

Information about assumptions and estimation uncertainties that have a signifi cant risk of resulting in a material adjustment within the next fi nancial year are included in the following notes:

Note 6 – impairment of available-for-sale fi nancial assets;

Note 7 – allowance for doubtful debts; and

Note 13 – useful lives, residual values and measurement of recoverable amounts of property, plant and equipment.

Measurement of fair values

A number of the Group’s accounting policies and disclosures require the measurement of fair values, for both fi nancial and non-fi nancial assets and liabilities.

The Group has an established control framework with respect to the measurement of fair values. Management has overall responsibility for all signifi cant fair value measurements, including Level 3 fair values.

Management regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as broker quotes or pricing services, is used to measure fair values, then the management assesses and documents the evidence obtained from the third parties to support the conclusion that such valuations meet the requirements of FRS, including the level in the fair value hierarchy in which such valuations should be classifi ed.

When measuring the fair value of an asset or a liability, the Group uses observable market data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

Level 1 : quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 : inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3 : inputs for the asset or liability that are not based on observable market data (unobservable inputs).



3 Basis of preparation (continued)

3.4 Use of estimates and judgements (continued)

If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is signifi cant to the entire measurement (with Level 3 being the lowest).

The Group recognises transfers between levels of the fair value hierarchy as of the end of the reporting period during which the change has occurred.

Further information about the assumptions made in measuring fair values is included in the following notes:

Note 19 – share-based payment arrangements; and

Note 33 – fi nancial instruments.

3.5 Changes in accounting policies

With effect from 1 January 2015, the Group and the Company have adopted the new and amended FRSs that are mandatory for application from that date. The adoption of the new or revised FRS did not result in substantial changes to the Group’s and the Company’s accounting policies and had no material effect on the fi nancial statements.

4 Signifi cant accounting policies

The accounting policies set out below have been applied consistently to all periods presented in these fi nancial statements, and have been applied consistently by Group entities.

4.1 Basis of consolidation

(i) Business combinations

Business combinations are accounted for using the acquisition method in accordance with FRS 103 Business Combination as at the acquisition date, which is the date on which control is transferred to the Group.

The Group measures goodwill at the acquisition date as:

the fair value of the consideration transferred; plus

the recognised amount of any non-controlling interests (“NCI”) in the acquiree;

over the net recognised amount (generally fair value) of the identifi able assets acquired and liabilities assumed. Any goodwill that arises is tested annually for impairment.

The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognised in profi t or loss.

NCI that are present ownership interests and entitle their holders to a proportionate share of the acquiree’s net assets in the event of liquidation are measured either at fair value or at the NCI’s proportionate share of the recognised amounts of the acquiree’s identifi able net assets, at the acquisition date. The measurement basis taken is elected on a transaction-by-transaction basis. All other NCI are measured at acquisition-date fair value, unless another measurement basis is required by FRSs.

Costs related to the acquisition, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination are expensed as incurred.

Changes in the Group’s interest in a subsidiary that do not result in a loss of control are accounted for as transactions with owners in their capacity as owners and therefore no adjustments are made to goodwill and no gain or loss is recognised in profi t or loss. Adjustments to NCI arising from transactions that do not involve the loss of control are based on a proportionate amount of the net assets of the subsidiary.



4 Signifi cant accounting policies (continued)

4.1 Basis of consolidation (continued)

(ii) Subsidiaries

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The fi nancial statements of subsidiaries are included in the consolidated fi nancial statements from the date that control commences until the date that control ceases.

The accounting policies of subsidiaries have been changed when necessary to align them with the policies adopted by the Group. Losses applicable to the NCI in a subsidiary are allocated to the NCI even if doing so causes the NCI to have a defi cit balance.

(iii) Loss of control

Upon the loss of control, the Group derecognises the assets and liabilities of the subsidiary, any NCI and the other components of equity related to the subsidiary. Any surplus or defi cit arising on the loss of control is recognised in profi t or loss. If the Group retains any interest in the previous subsidiary, then such interest is measured at fair value at the date that control is lost. Subsequently, it is accounted for as an equity-accounted investee or as an available-for-sale fi nancial asset depending on the level of infl uence retained.

(iv) Investments in associates and joint ventures (equity-accounted investees)

Associates are those entities in which the Group has signifi cant infl uence, but not control or joint control, over the fi nancial and operating policies of these entities. Signifi cant infl uence is presumed to exist when the Group holds 20% or more of the voting power of another entity. A joint venture is an arrangement in which the Group has joint control, whereby the Group has rights to the net assets of the arrangement, rather than rights to its assets and obligations for its liabilities.

Investments in associates and joint ventures are accounted for using the equity method. They are recognised initially at cost, which includes transaction costs. Subsequent to initial recognition, the consolidated fi nancial statements include the Group’s share of the profi t or loss and other comprehensive income (“OCI”) of equity-accounted investees, after adjustments to align the accounting policies with those of the Group, from the date that signifi cant infl uence or joint control commences until the date that signifi cant infl uence or joint control ceases.

When the Group’s share of losses exceeds its interest in an equity-accounted investee, the carrying amount of the investment, together with any long-term interests that form part thereof, is reduced to zero, and the recognition of further losses is discontinued except to the extent that the Group has an obligation to fund the investee’s operations or has made payments on behalf of the investee.

(v) Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated fi nancial statements. Unrealised gains arising from transactions with equity-accounted investees are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

(vi) Subsidiaries, associates and joint ventures in the separate fi nancial statements

Investments in subsidiaries, associates and joint ventures are stated in the Company’s statement of fi nancial position at cost less accumulated impairment losses.




4.1 Basis of consolidation (continued)

(vii) Reverse acquisition

Consolidated fi nancial statements prepared following a reverse acquisition in 2014 were issued under the name of the legal parent (accounting acquiree) but described in the notes as a continuation of the fi nancial statements of the legal subsidiary (accounting acquirer), with one adjustment, which was to adjust retroactively the accounting acquirer’s legal capital to refl ect the legal capital of the accounting acquire.

Refer to Note 2 for the impact on the consolidated fi nancial statements.

4.2 Foreign currency

(i) Foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date. The foreign currency gain or loss on monetary items is the difference between amortised cost in the functional currency at the beginning of the year, adjusted for effective interest and payments during the year, and the amortised cost in foreign currency translated at the exchange rate at the end of the year.

Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined. Non-monetary items in a foreign currency that are measured in terms of historical cost are translated using the exchange rate at the date of the transaction. Foreign currency differences arising on retranslation are recognised in profi t or loss, except for the differences which are recognised in OCI arising on the retranslation of available-for-sale equity instruments (except on impairment in which case foreign currency differences that have been recognised in OCI are reclassifi ed to profi t or loss).

(ii) Translation of Group entities’ fi nancial statements

The results and financial position of all Group entities (none of which has the currency of a hyperinfl ationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

(a) assets and liabilities are translated at the exchange rates at the reporting date;

(b) income and expenses are translated at average exchange rates (unless the average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated using the exchange rates at the dates of the transactions); and

(c) all resulting currency translation differences are recognised in OCI, and presented in foreign currency translation reserve in equity.

4.3 Financial instruments

(i) Non-derivative fi nancial assets

The Group initially recognises loans and receivables on the date that they are originated. All other fi nancial assets (including assets designated at fair value through profi t or loss) are recognised initially on the trade date, which is the date that the Group becomes a party to the contractual provisions of the instrument.




4.3 Financial instruments (continued)

(i) Non-derivative fi nancial assets (continued)

The Group derecognises a fi nancial asset when the contractual rights to the cash fl ows from the asset expire, or it transfers the rights to receive the contractual cash fl ows on the fi nancial asset in a transaction in which substantially all the risks and rewards of ownership of the fi nancial asset are transferred, or it neither transfers nor retains substantially all of the risks and rewards of ownership and does not retain control over the transferred asset. Any interest in transferred fi nancial assets that is created or retained by the Group is recognised as a separate asset or liability.

Financial assets and liabilities are offset and the net amount presented in the statement of fi nancial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

The Group classifi es non-derivative fi nancial assets into the following categories: loans and receivables

and available-for-sale fi nancial assets.

Loans and receivables

Loans and receivables are fi nancial assets with fi xed or determinable payments that are not quoted in an active market. Such assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective interest method, less any impairment losses.

Loans and receivables comprise cash and cash equivalents, and trade and other receivables, except for certain loans to joint ventures which have been accounted for in accordance with Note 4.1(vi).

Cash and cash equivalents

Cash and cash equivalents comprise cash balances and short-term deposits with maturities of three months or less from the acquisition date that are subject to an insignifi cant risk of changes in their fair value, and are used by the Group in the management of its short-term commitments. For the purpose of the statement of cash fl ows, pledged deposits are excluded whilst bank overdrafts that are repayable on demand and that form an integral part of the Group’s cash management are included in cash and cash equivalents.

Available-for-sale fi nancial assets

Available-for-sale fi nancial assets are non-derivative fi nancial assets that are designated as available for sale or are not classifi ed in any of the above categories of fi nancial assets. Available-for-sale fi nancial assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, they are measured at fair value and changes therein, other than impairment losses and foreign currency differences on available-for-sale debt instruments, are recognised in OCI and presented in the fair value reserve in equity. When an investment is derecognised, the gain or loss accumulated in equity is reclassifi ed to profi t or loss.

Available-for-sale fi nancial assets comprise equity securities.

(ii) Non-derivative fi nancial liabilities

The Group initially recognises debt securities issued and subordinated liabilities on the date that they are originated. Financial liabilities for contingent consideration payable in a business combination are recognised at the acquisition date. All other fi nancial liabilities (including liabilities designated at fair value through profi t or loss) are recognised initially on the trade date, which is the date that the Group becomes a party to the contractual provisions of the instrument.

The Group derecognises a fi nancial liability when its contractual obligations are discharged, cancelled or expire.




4.3 Financial instruments (continued)

(ii) Non-derivative fi nancial liabilities (continued)

Financial liabilities for contingent consideration payable in a business combination are initially measured at fair value. Subsequent changes in the fair value of the contingent consideration are recognised in profi t or loss.

Financial assets and liabilities are offset and the net amount presented in the statement of fi nancial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

The Group classifi es non-derivative fi nancial liabilities into the other fi nancial liabilities category. Such fi nancial liabilities are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, these fi nancial liabilities are measured at amortised cost using the effective interest method.

Other fi nancial liabilities comprise loans and borrowings and trade and other payables.

(iii) Share capital

Ordinary shares

Ordinary shares are classifi ed as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity, net of any tax effects.

Preference share capital

Preference share capital is classifi ed as equity if it is non-redeemable, or redeemable only at the Company’s option, and any dividends are discretionary. Discretionary dividends thereon are recognised as distributions within equity upon approval by the Company’s shareholders.

(iv) Derivative fi nancial instruments

Derivatives are recognised initially at fair value; any attributable transaction costs are recognised in profi t or loss as incurred. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are accounted for as described below.

Separable embedded derivatives

Changes in the fair value of separated embedded derivatives are recognised immediately in profi t or loss.

(v) Intra-group fi nancial guarantees in the separate fi nancial statements

Financial guarantees are fi nancial instruments issued by the Company that require the issuer to make specifi ed payments to reimburse the holder for the loss it incurs because a specifi ed debtor fails to meet payment when due in accordance with the original or modifi ed terms of a debt instrument.

Financial guarantees are recognised initially at fair value and are classified as financial liabilities. Subsequent to initial measurement, the fi nancial guarantees are stated at the higher of the initial fair value less cumulative amortisation and the amount that would be recognised if they were accounted for as contingent liabilities. When fi nancial guarantees are terminated before their original expiry date, the carrying amount of the fi nancial guarantee is transferred to profi t or loss.




4.4 Property, plant and equipment

(i) Recognition and measurement

Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses.

Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes:

the cost of materials and direct labour;

any other costs directly attributable to bringing the assets to a working condition for their intended use; and

capitalised borrowing costs.

Cost may also include transfers from equity of any gain or loss on qualifying cash fl ow hedges of foreign currency purchases of property, plant and equipment. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment.

When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

The gain or loss on disposal of an item of property, plant and equipment (calculated as the difference between the net proceeds from disposal and the carrying amount of the item) is recognised in profi t or loss.

(ii) Subsequent costs

The cost of replacing a component of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefi ts embodied within the component will fl ow to the Group, and its cost can be measured reliably. The carrying amount of the replaced component is derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in profi t or loss as incurred.

(iii) Depreciation

Depreciation is based on the cost of an asset less its residual value. Signifi cant components of individual assets are assessed and if a component has a useful life that is different from the remainder of that asset, that component is depreciated separately.

Depreciation is recognised as an expense in profi t or loss on a straight-line basis over the estimated useful lives of each component of an item of property, plant and equipment, unless it is included in the carrying amount of another asset. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Group will obtain ownership by the end of the lease term.

Depreciation is recognised from the date that the property, plant and equipment are installed and are ready for use, or in respect of internally constructed assets, from the date that the asset is completed and ready for use.




4.4 Property, plant and equipment (continued)

(iii) Depreciation (continued)

The estimated useful lives for the current and comparative years are as follows:

Vessels/barges 15 - 25 years Rigs 15 years Leasehold buildings 10 - 30 years Leasehold improvements 5 years Motor vehicles 5 years Furniture, fi ttings and computers 3 - 10 years Plant and equipment 5 years

Vessels/barges and rigs are subject to overhauls at regular intervals. Dry docking costs are determined based on the estimated costs of dry docking and are separately capitalised and depreciated over a period of 5 years in order to refl ect the estimated interval to the next dry docking. The costs of the dry dockings subsequently incurred are capitalised as additions and the carrying amounts of replaced components of the vessel are written off to profi t or loss.

Depreciation methods, useful lives and residual values are reviewed at the end of each reporting period and adjusted if appropriate.

(iv) Vessels-under-construction

Vessels-under-construction are stated at cost, which include the progress billings paid in accordance with the construction contracts and other directly attributable costs incurred during the construction period. No depreciation is provided on vessels-under-construction.

4.5 Intangible assets and goodwill

(i) Goodwill

Goodwill that arises upon the acquisition of subsidiaries is included in intangible assets. For the measurement of goodwill at initial recognition, see Note 4.1(i).

Subsequent measurement

Goodwill is measured at cost less accumulated impairment losses. In respect of associates and joint ventures, the carrying amount of goodwill is included in the carrying amount of the investment, and an impairment loss on such an investment is not allocated to any asset, including goodwill, that forms part of the carrying amount of the associates and joint ventures.

(ii) Acquired order backlog and computer software

Order backlogs and computer software acquired are initially recognised at cost and are subsequently carried at cost less accumulated amortisation and accumulated impairment losses.

(iii) Subsequent expenditure

Subsequent expenditure is capitalised only when it increases the future economic benefi ts embodied in the specifi c asset to which it relates. All other expenditure, including expenditure on internally generated goodwill, is recognised in profi t or loss as incurred.




4.5 Intangible assets and goodwill (continued)

(iv) Amortisation

Amortisation is calculated based on the cost of the asset, less its residual value.

Amortisation is recognised in profi t or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use. The estimated useful lives for the current and comparative years are as follows:

Order backlog 1 - 2 years Computer software 3 years

Amortisation methods, useful lives and residual values are reviewed at the end of each reporting period and adjusted if appropriate.

4.6 Inventories

Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based on the fi rst-in fi rst-out principle, and includes expenditure incurred in acquiring the inventories and other costs incurred in bringing them to their existing location and condition.

Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and estimated costs necessary to make the sale.

4.7 Impairment

(i) Non-derivative fi nancial assets

A fi nancial asset not carried at fair value through profi t or loss, including an interest in an associate and jointly controlled entity, is assessed at the end of each reporting period to determine whether there is objective evidence that it is impaired. A fi nancial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the loss event has an impact on the estimated future cash fl ows of that asset that can be estimated reliably.

Objective evidence that fi nancial assets (including equity securities) are impaired can include default or delinquency by a debtor, restructuring of an amount due to the Group on terms that the Group would not consider otherwise, indications that a debtor or issuer will enter bankruptcy, adverse changes in the payment status of borrowers or issuers in the group, economic conditions that correlate with defaults or the disappearance of an active market for a security. In addition, for an investment in an equity security, a signifi cant or prolonged decline in its fair value below its cost is objective evidence of impairment.

Loans and receivables

The Group considers evidence of impairment for loans and receivables at both a specifi c asset and collective level. All individually signifi cant loans and receivables are assessed for specifi c impairment. All individually significant receivables found not to be specifically impaired are then collectively assessed for any impairment that has been incurred but not yet identifi ed. Loans and receivables that are not individually signifi cant are collectively assessed for impairment by grouping together loans and receivables with similar risk characteristics.

In assessing collective impairment, the Group uses historical trends of the probability of default, the timing of recoveries and the amount of loss incurred, adjusted for management’s judgement as to whether current economic and credit conditions are such that the actual losses are likely to be greater or less than suggested by historical trends.




4.7 Impairment (continued)

(i) Non-derivative fi nancial assets (continued)

An impairment loss in respect of a fi nancial asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash fl ows, discounted at the asset’s original effective interest rate. Losses are recognised in profi t or loss and refl ected in an allowance account against loans and receivables. Interest on the impaired asset continues to be recognised. When the Group considers that there are no realistic prospects of recovery of the asset, the relevant amounts are written off. If the amount of impairment loss subsequently decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, then the previously recognised impairment loss is reversed through profi t or loss.


Impairment losses on available-for-sale financial assets are recognised by reclassifying the losses accumulated in the fair value reserve in equity to profi t or loss. The cumulative loss that is reclassifi ed from equity to profi t or loss is the difference between the acquisition cost, net of any principal repayment and amortisation, and the current fair value, less any impairment loss recognised previously in profi t or loss. Changes in cumulative impairment provisions attributable to application of the effective interest method are refl ected as a component of interest income. If, in a subsequent period, the fair value of an impaired available-for-sale debt security increases and the increase can be related objectively to an event occurring after the impairment loss was recognised, then the impairment loss is reversed. The amount of the reversal is recognised in profi t or loss. However, any subsequent recovery in the fair value of an impaired available-for-sale equity security is recognised in OCI.

Associates and joint ventures

An impairment loss in respect of an associate or joint venture is measured by comparing the recoverable amount of the investment with its carrying amount in accordance with Note 4.7(ii). An impairment loss is recognised in profi t or loss. An impairment loss is reversed if there has been a favourable change in the estimates used to determine the recoverable amount.

(ii) Non-fi nancial assets

The carrying amounts of the Group’s non-fi nancial assets, other than inventories, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. For goodwill that have indefi nite useful lives or that are not yet available for use, the recoverable amount is estimated each year at the same time. An impairment loss is recognised if the carrying amount of an asset or its related cash-generating unit (“CGU”) exceeds its estimated recoverable amount.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash fl ows are discounted to their present value using a pre-tax discount rate that refl ects current market assessments of the time value of money and the risks specifi c to the asset or CGU. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash infl ows from continuing use that are largely independent of the cash infl ows of other assets or CGUs. Subject to an operating segment ceiling test, for the purposes of goodwill impairment testing, CGUs to which goodwill has been allocated are aggregated so that the level at which impairment testing is performed refl ects the lowest level at which goodwill is monitored for internal reporting purposes. Goodwill acquired in a business combination is allocated to groups of CGUs that are expected to benefi t from the synergies of the combination.

The Group’s corporate assets do not generate separate cash infl ows and are utilised by more than one CGU. Corporate assets are allocated to CGUs on a reasonable and consistent basis and tested for impairment as part of the testing of the CGU to which the corporate asset is allocated.




4.7 Impairment (continued)

(ii) Non-fi nancial assets (continued)

Impairment losses are recognised in profi t or loss. Impairment losses recognised in respect of CGUs are allocated fi rst to reduce the carrying amount of any goodwill allocated to the CGU (group of CGUs), and then to reduce the carrying amounts of the other assets in the CGU (group of CGUs) on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

4.8 Employee benefi ts

(i) Defi ned contribution plans

A defi ned contribution plan is a post-employment benefi t plan under which an entity pays fi xed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defi ned contribution pension plans are recognised as an employee benefi t expense in profi t or loss in the periods during which related services are rendered by employees.

(ii) Short-term employee benefi ts

Short-term employee benefi t obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount expected to be paid under short-term cash bonus or profi t-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.

(iii) Share-based payment transactions

The grant date fair value of equity-settled share-based payment awards granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period that the employees unconditionally become entitled to the awards. The amount recognised as an expense is adjusted to refl ect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant date fair value of the share-based payment is measured to refl ect such conditions and there is no true-up for differences between expected and actual outcomes.

The fair value of the amount payable to employees in respect of share appreciation rights, which are settled in cash, is recognised as an expense with a corresponding increase in liabilities, over the period that the employees become unconditionally entitled to payment. The liability is remeasured at each reporting date and at settlement date based on the fair value of the share appreciation rights. Any changes in the fair value of the liability are recognised as employee benefi ts expense in profi t or loss.

4.9 Provisions

A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outfl ow of economic benefi ts will be required to settle the obligation.




4.10 Revenue

Revenue is measured at the fair value of consideration received or receivable, net of goods and service tax, rebates and discounts. The Group recognises revenue when the amount of revenue and related cost can be reliably measured, it is probable that the collectability of the related receivables is reasonably assured and when the specifi c criteria for each of the Group’s activities are met:

(i) Chartering income, sale of out-port-limit services and related income

Chartering income of vessels and rigs is recognised in profi t or loss on a straight-line basis over the charter hire period.

Sale of out-port-limit services and related income is recognised when the services are rendered.

(ii) Ship repair and related services

Revenue from rendering of services for short-term ship repair projects is recognised upon completion of the job as certifi ed by the service engineers. Provision is made in full where applicable for anticipated losses on project in progress.

(iii) Sale of vessels

Revenue from the sale of vessels is recognised when signifi cant risks and rewards of ownership have been transferred to the customer, there is neither no continuing management involvement to the degree usually associated with ownership nor effective control over the vessels sold, and the amount of revenue and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

(iv) Sale of equipment and consumables

Sale of bunker fuel and equipment is recognised when the Group delivers the bunker fuel and equipment to its customers.

(v) Dividend income

Dividend income is recognised when the right to receive payment is established.

4.11 Leases

(i) When the Group is the lessee:

Operating leases

The Group leases offi ce premises under operating leases from non-related parties.

Leases where substantially all risks and rewards incidental to ownership are retained by the lessors are classifi ed as operating leases. Payments made under operating leases (net of any incentives received from the lessors) are recognised in profi t or loss on a straight-line basis over the period of the lease.

Contingent rents are recognised as an expense in profi t or loss when incurred.

(ii) When the Group is the lessor:

The Group leases certain property, plant and equipment under operating leases to non-related parties.

Operating leases

Leases of property, plant and equipment where the Group retains substantially all risks and rewards incidental to ownership are classifi ed as operating leases. Rental income from operating leases (net of any incentives given to the lessees) is recognised in profi t or loss on a straight-line basis over the lease term.




4.11 Leases (continued)

(ii) When the Group is the lessor: (continued)

Operating leases (continued)

Initial direct costs incurred by the Group in negotiating and arranging operating leases are added to the carrying amount of the leased assets and recognised as an expense in profi t or loss over the lease term on the same basis as the lease income.

Contingent rents are recognised as income in profi t or loss when earned.

4.12 Finance income and fi nance costs

Finance income comprises interest income on funds invested. Interest income is recognised as it accrues in profi t or loss, using the effective interest method.

Finance costs comprise interest expense on borrowings and medium term notes, amortisation on facility fee and corporate guarantee fees payable to a joint venture.

Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognised in profi t or loss using the effective interest method.

4.13 Tax

Tax expense comprises current and deferred tax. Current tax and deferred tax is recognised in profi t or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in OCI.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and

liabilities for fi nancial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for:

temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profi t or loss;

temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Group is able to control the timing of the reversal of the temporary difference and it is probable that they will not reverse in the foreseeable future; and

taxable temporary differences arising on the initial recognition of goodwill.

The measurement of deferred taxes refl ects the tax consequences that would follow the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.

A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profi ts will be available against which they can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefi t will be realised.




4.13 Tax (continued)

In determining the amount of current and deferred tax, the Group takes into account the impact of uncertain tax positions and whether additional taxes and interest may be due. The Group believes that its accruals for tax liabilities are adequate for all open tax years based on its assessment of many factors, including interpretations of tax law and prior experience. This assessment relies on estimates and assumptions and may involve a series of judgements about future events. New information may become available that causes the Group to change its judgement regarding the adequacy of existing tax liabilities; such changes to tax liabilities will impact tax expense in the period that such a determination is made.

4.14 Earnings per share

The Group presents basic and diluted earnings per share data for its ordinary shares. Basic earnings per share is calculated by dividing the profi t or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the year, adjusted for own shares held. Diluted earnings per share is determined by adjusting the profi t or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding, adjusted for own shares held, for the effects of all dilutive potential ordinary shares, which comprise convertible notes and share options granted to employees.

4.15 Segment reporting

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components. All operating segments’ operating results are reviewed regularly by the Group’s Executive Committee (“Exco”) to make decisions about resources to be allocated to the segment and to assess its performance, and for which discrete fi nancial information is available.

Segment results that are reported to the Group’s Exco include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly corporate assets (primarily the Company’s headquarters), head offi ce expenses, and tax assets and liabilities.

Segment capital expenditure is the total cost incurred during the year to acquire property, plant and equipment, and intangible assets other than goodwill.

4.16 New standards and interpretations not adopted

A number of new standards, amendments to standards and interpretations are effective for annual periods beginning after 1 January 2015, and have not been applied in preparing these fi nancial statements. In addition, Singapore-incorporated companies listed on the Singapore Exchange (SGX) will apply a new fi nancial reporting framework identical to the International Financial Reporting Standards (IFRS) for fi nancial year ending 31 December 2018 onwards. Singapore-incorporated companies listed on SGX will have to assess the impact of IFRS 1: First-time adoption of IFRS when transitioning to the new reporting framework. The Group is currently assessing the potential impact of adopting these new standards and interpretations and the new reporting framework on the fi nancial statements of the Group and the Company. The Group does not plan to early adopt these standards.

These new standards include, among others, FRS 115 Revenue from Contracts with Customers and FRS 109 Financial Instruments which are mandatory for adoption by the Group on 1 January 2018.

FRS 115 establishes a comprehensive framework for determining whether, how much and when revenue is recognised. It also introduces new cost guidance which requires certain costs of obtaining and fulfi lling contracts to be recognised as separate assets when specifi ed criteria are met. When effective, FRS 115 replaces existing revenue recognition guidance, including FRS 18 Revenue, FRS 11 Construction Contracts, INT FRS 113 Customer Loyalty Programmes, INT FRS 115 Agreements for the Construction of Real Estate, INT FRS 118 Transfers of Assets from Customers and INT FRS 31 Revenue – Barter Transactions Involving Advertising Services.




4.16 New standards and interpretations not adopted (continued)

FRS 109 replaces most of the existing guidance in FRS 39 Financial Instruments: Recognition and Measurement. It includes revised guidance on classifi cation and measurement of fi nancial instruments, a new expected credit loss model for calculating impairment on fi nancial assets, and new general hedge accounting requirements.

As FRS 115 and FRS 109, when effective, will change the existing accounting standards and guidance applied by the Group and the Company in accounting for revenue and fi nancial instruments, these standards are expected to be relevant to the Group and the Company.

5 Cash and cash equivalents

Group Company

2015 2014 2015 2014

US$’000 US$’000 US$’000 US$’000

Cash at bank and on hand 23,534 38,633 11,461 3,800

Fixed deposits with banks 14,021 – – –

37,555 38,633 11,461 3,800

For the purpose of presenting the consolidated statement of cash fl ows, cash and cash equivalents comprise the following:

Group

2015 2014

US$’000 US$’000

Cash and bank balances (as above) 37,555 38,633

Less: Restricted cash (6,819) (1,335)

Cash and cash equivalents per consolidated statement of cash fl ows 30,736 37,298

Restricted cash as at 31 December 2015 represents bank balances of certain subsidiaries which are restricted for use under certain bank facility agreements (Note 16).

In 2014, restricted cash were pledged as security for a bank guarantee issued to a customer in relation to an advance received for sale of a vessel.

6 Available-for-sale fi nancial assets

Group

2015 2014

US$’000 US$’000

Beginning of fi nancial year 3,899 –

Arising from reverse acquisition (Note 36) – 9,240

Impairment loss recognised in profi t or loss (Note 25) (1,580) (5,300)

Disposal (806) –

Currency translation differences (198) (41)

End of fi nancial year 1,315 3,899



6 Available-for-sale fi nancial assets (continued)

Available-for-sale fi nancial assets are analysed as follows:

Group2015 2014

US$’000 US$’000

Listed security

- Equity security – Singapore 1,315 3,899

In 2014, the Group reclassifi ed the cumulative impairment loss of US$5,300,000 on its listed equity security from the fair value reserve to profi t or loss as there was a signifi cant decline in its fair value. In 2015, the fair value of the listed equity security continues to decline and a further impairment loss of US$1,580,000 has been recognised in profi t or loss by the Group.

Market risks and fair value measurement

Information about the Group’s exposures to market risks and fair value measurement is included in Note 33.

7 Trade and other receivables

Group Company2015 2014 2015 2014

US$’000 US$’000 US$’000 US$’000

Trade receivables

- Non-related parties 9,410 14,763 – –

- Joint ventures – 1,789 – –

9,410 16,552 – –

Less: Allowance for impairment of tradereceivables

- Non-related parties (1,297) (992) – –

8,113 15,560 – –

Other receivables:

- Non-related parties 2,404 1,361 186 –

- Subsidiaries – – 48,076 75,041

- Associates 1,442 1,631 – –

- Joint ventures 6,205 3,600 – –

10,051 6,592 48,262 75,041

Less: Allowance for impairment of otherreceivables

- Non-related parties (647) (647) – –

9,404 5,945 48,262 75,041

Total trade and other receivables 17,517 21,505 48,262 75,041

Included in other receivables from subsidiaries is an amount of US$43,406,000 (2014: US$45,925,000) which is unsecured and repayable on demand, with interest fi xed at 4.0% - 6.0% (2014: 2.2%) per annum. The remaining receivables from subsidiaries, associates and joint ventures are unsecured, interest free and repayable on demand.

Credit and market risks, and impairment losses

The Group and the Company’s exposure to credit and currency risks, and impairment losses for trade and other receivables are disclosed in Note 33.



8 Inventories

Group

2015 2014

US$’000 US$’000

Fuel 71 61

Others 1 1

72 62

The cost of inventories relating to steel plates and fuel recognised as an expense and included in “cost of sales” amounted to US$3,886,000 (2014: US$1,556,000).

The cost of inventories relating to vessels is disclosed in Note 25.

9 Other assets

Group Company

2015 2014 2015 2014

US$’000 US$’000 US$’000 US$’000

Prepayments 365 587 68 73

Advances to shipbuilders 9,274 8,021 – –

Deposits 65 1,751 – –

Others – 153 – –

9,704 10,512 68 73

10 Subsidiaries

Company

2015 2014

US$’000 US$’000

Unquoted equity shares, at cost 437,144 437,184

Details of the subsidiaries are as follows:

Name of companies Principal activities

Country of incorporation/

business

Ownershipinterest/voting

rights held

2015 2014

% %

Held by the Company

Swissco Energy Services Pte Ltd (a) Ship trader and provision of maritime support services

Singapore 100 100

Swissco International Pte Ltd (a) Investment holding Singapore 100 100

Scott and English Energy Pte Ltd (a) Investment holding Singapore 100 100

Seawell Drilling Pte Ltd (b) Liquidated Singapore – 100



10 Subsidiaries (continued)

Details of the subsidiaries are as follows (continued):



business

Ownershipinterest/voting

rights held

2015 2014

% %

Subsidiaries of Swissco International Pte Ltd

Swissco Offshore (Pte) Ltd (a) Owner and operator of offshore support vessels, ship chartering, provision of marine logistics services and related business

Singapore 100 100

Singapore Marine Logistics Pte Ltd (a) Ship repair and maintenance and related services

Singapore 100 100

Swissco Asia Pte Ltd (a) Ship owner and ship operator Singapore 100 100

Swissco Offshore Limited (b) Holding the Seychelles-fl agged vessels in trust for Swissco Offshore Pte Ltd

Republic of Seychelles

100 100

Swissco Maritime Pte Ltd (a) Ship owner and ship operator Singapore 100 100

Swissco Ship Services Pte Ltd (a) Ship owner and ship operator Singapore 100 100

SW Maritime Pte Ltd (a) Ship owner and ship operator Singapore 100 100

Swissco Marine Ltd (d) Ship owner and ship operator Malaysia 100 –

Subsidiaries of Scott and English Energy Pte. Ltd.

S&E Offshore Investments Pte Ltd (a) Investment holding Singapore 100 100

S&E Offshore Investments 2 Pte Ltd(a) Investment holding Singapore 100 100

S&E Services Investments Pte Ltd (a) Investment holding Singapore 100 100

Subsidiaries of S&E Offshore Investments Pte Ltd

Supreme Excellence 2 Pte Ltd (a) Investment holding Singapore 100 100

Supreme Excellence 3 Pte Ltd (a) Investment holding Singapore 100 100

Subsidiary of Supreme Excellence 2 Pte Ltd

Supreme Excellence 2 (HK) Limited (c) Rig owning and chartering Hong Kong 100 100


Supreme Excellence 3 (HK) Limited(c) Rig owning and chartering Hong Kong 100 100

Subsidiary of S&E Services Investments Pte Ltd

Liftboat 1 International Pte Ltd(a) Owner and chartering of liftboat vessel

Singapore 100 –

(a) Audited by KPMG LLP, Singapore.

(b) Not required to be audited under the laws of the country of incorporation.

(c) Audited by other member fi rms of KPMG International.

(d) Auditor has yet to be appointed for the year.



10 Subsidiaries (continued)

At each reporting date, the Group assesses whether the investments are impaired. This assessment takes into account the assumptions about future business outlook, operational and fi nancial cash fl ows of the investee companies. Under the Company’s formal impairment assessment of its investment, the recoverable amount is determined based on the higher of fair value less costs to sell based on valuation reports by independent professional valuers and value-in-use calculations by management, on cash generating unit (CGU) basis.

Management estimated the recoverable amounts for the investments and found them to be higher than their carrying amounts. The fair value less cost to sell is determined based on adjusted net assets value of each CGU, which was determined by taking into account the fair value of underlying assets and liabilities of the individual CGU and/or income approach through the use of discounted cash fl ow method. Both approach are categorised as a Level 3 fair value in the fair value hierarchy based on the inputs in the valuation technique used.

11 Associates

Group

2015 2014

US$’000 US$’000

Ordinary shares, at cost * *

Preference shares, at cost 22,663 22,663

Share of profi ts of associates 16,197 4,937

Interests in associates 38,860 27,600

* Less than US$1,000.

Details of associates are as follows:



business

Effective ownership

interest/votingrights held

2015 2014

% %

Supreme Excellence 1 Pte Ltd (a) Investment holding company Singapore 50 50

Supreme Excellence 4 Pte Ltd (a) Investment holding company Singapore 50 50


Supreme Excellence 1 (HK) Limited (b) Rig owning and chartering Hong Kong 50 50


Supreme Excellence 4 (HK) Limited (b) Rig owning and chartering Hong Kong 50 50


(b) Audited by other member fi rms of KPMG International.

In addition to the above proportion of ordinary shares held, the Group also holds 100% of the preference shares issued by Supreme Excellence 1 Pte Ltd and Supreme Excellence 4 Pte Ltd.



11 Associates (continued)

The following summarises the fi nancial information of each of the Group’s associates based on their respective consolidated fi nancial statements prepared in accordance with FRS, modifi ed for fair value adjustments on acquisition and differences in the Group’s accounting policies.

Supreme Excellence 1 Pte Ltd and

its subsidiary

Supreme Excellence 4 Pte Ltd and

its subsidiary TotalUS$’000 US$’000 US$’000

2015Revenue 16,989 15,406 32,395Profi t from continuing operations and total comprehensive income 10,891 3,266 14,157

Non-current assets 55,069 49,069 104,138Current assets 7,439 4,616 12,055Non-current liabilities (25,225) (25,225) (50,450)Current liabilities (12,209) (9,794) (22,003)Net assets 25,074 18,666 43,740

Group’s interest in the net assets of investee (50%) 12,537 9,333 21,870Add:Preference shares held* 5,666 5,666 11,332Deferred income** 2,136 3,522 5,658Carrying amount of interest in investee at end of the year 20,339 18,521 38,860

Group’s interest in net assets of investee at beginning of the year 13,191 14,409 27,600Group’s share of: Profi t from continuing operations and total comprehensive income (50%) 5,445 1,633 7,078Deferred income during the year** (50%) 1,703 2,479 4,182Share of profi ts of investee during the year 7,148 4,112 11,260Carrying amount of interest in investee at end of the year 20,339 18,521 38,860

2014Revenue 3,599 3,599 7,198Profi t from continuing operations and total comprehensive income 2,852 4,069 6,921

Non-current assets 59,074 59,074 118,148Current assets 4,504 4,504 9,008Non-current liabilities (36,571) (33,800) (70,371)Current liabilities (12,824) (14,377) (27,201)Net assets 14,183 15,401 29,584

Group’s interest in the net assets of investee (50%) 7,092 7,700 14,792Add:Preference shares held* 5,666 5,666 11,332Deferred income** 433 1,043 1,476Carrying amount of interest in investee at end of the year 13,191 14,409 27,600

Group’s interest in net assets of investee at beginning of the year – – –Group’s share of:Ordinary shares and preference shares (50%) 5,666 5,665 11,331Preference shares held* (50%) 5,666 5,666 11,332

11,332 11,331 22,663Profi t from continuing operations and total comprehensive income (50%) 1,426 2,035 3,461Deferred income during the year** (50%) 433 1,043 1,476Share of profi ts of investee during the year 1,859 3,078 4,937Carrying amount of interest in investee at end of the year 13,191 14,409 27,600

* Preference shares which carry no voting right and no entitlement to any dividends were issued solely to the Group. ** Deferred income arising from the amortisation of the lump-sum compensation from the charterer, which the other

investors (except the group) have no claim over the lump-sum compensation.



12 Joint ventures

Group Company2015 2014 2015 2014

US$’000 US$’000 US$’000 US$’000

Equity shares, at cost 30 30 39 39Share of profi ts of joint ventures 64,450 36,280 – –

64,480 36,310 39 39Loans to joint ventures 38,470 52,129 – –Interests in joint ventures 102,950 88,439 39 39

Loans to joint ventures are unsecured and bear interest of 6% to 8% per annum. The amounts are intended to be a long-term source of additional capital for the joint ventures. Settlement of the loans is neither planned nor likely to occur in the foreseeable future. As a result, management considers the loans to be in substance part of the Group’s net interest in the joint ventures, and are stated at cost in accordance with Note 4.1(iv).

Details of joint ventures are as follows:



business

Effective ownership

interest/votingrights held

2015 2014% %

Hadi International Marine Services Pte Ltd (a)

Investment holding Singapore 50 50

Star Excellence Pte Ltd (a) Investment holding Singapore 50 50

Strategic Excellence Limited (e) Rig owning and chartering Bahamas 50 50

Strategic Offshore Limited (b) Investment holding Malta 50 50

SW Marine (M) Sdn Bhd (c) (d) Ship chartering and related logistics services

Malaysia 49 49

Subsidiary of Hadi International Marine Services Pte Ltd

Valueright International Ltd (e) Dormant British Virgin Islands

50 50

Subsidiary of Star Excellence Pte Ltd

Star Excellence (HK) Limited (b) Rig owning and chartering Hong Kong 50 50

Subsidiaries of Strategic Offshore Limited

GSP Atlas Ltd (b) Rig owning and chartering Malta 50 50

GSP Orizont Ltd (b) Rig owning and chartering Malta 50 50

Strategic Fortuna Limited (b) Rig owning and chartering Malta 50 50


(b) Audited by other member fi rms of KPMG International.

(c) Audited by JB Lau & Khoo.

(d) SW Marine (M) Sdn Bhd is deemed to be a joint venture of the Group as the appointment of its directors and the allocation of voting rights for key business decisions require the unanimous approval of its venturers.

(e) Not required to be audited under the laws of the country of incorporation.



12 Joint ventures (continued)

The following table summarises the fi nancial information of the joint ventures of the Group, based on its fi nancial statements prepared in accordance with FRS, modifi ed for fair value adjustments on acquisition and differences in the Group’s accounting policies.

Strategic Offshore Limited and its

subsidiaries

Strategic Excellence

Limited

StarExcellence

Pte Ltd and its

subsidiary

Immaterial joint

ventures Total

US$’000 US$’000 US$’000 US$’000 US$’000

2015

Revenue 61,356 11,523 15,570 1,069 89,518

Profi t from continuing operations1 38,169 6,031 11,427 729 56,356

Total comprehensive income 38,169 6,031 11,427 729 56,356

1 Includes:

- Depreciation and amortisation (16,533) (3,777) (2,546) – (22,856)

- Interest expenses (5,338) (1,598) (1,328) – (8,264)

- Income tax expense (1,860) – – (52) (1,912)

Non-current assets 194,515 46,587 48,636 2,928 292,666

Current assets2 80,019 9,079 13,894 2,714 105,706

Non-current liabilities3 (97,396) (22,403) (39,875) – (159,674)

Current liabilities4 (68,525) (27,271) (11,300) (2,642) (109,738)

Net assets 108,613 5,992 11,355 3,000 128,960

2 Includes cash and cash equivalents 2,084 98 65 521 2,7683 Includes non-current fi nancial liabilities (excluding trade and other payables) (90,668) (22,403) (20,090) – (133,161)4 Includes current fi nancial liabilities (excluding trade and other payables) (42,145) (7,128) (6,963) – (56,236)

Group’s interest in the net assets of investee 54,306 2,996 5,678 1,500 64,480

Loans to joint ventures 19,103 8,476 10,891 – 38,470

Carrying amount of interest in investee at end of the year 73,409 11,472 16,569 1,500 102,950

Group’s interest in net assets of investee at beginning of the year 53,974 8,357 24,965 1,143 88,439

Share of total comprehensive income 19,084 3,016 5,713 357 28,170

Change in loans to joint ventures 351 99 (14,109) – (13,659)




12 Joint ventures (continued)

Strategic Offshore Limited and its

subsidiaries

Strategic Excellence

Limited

StarExcellence

Pte Ltdand its

subsidiary

Immaterial joint

ventures Total

US$’000 US$’000 US$’000 US$’000 US$’000

2014

Revenue 63,884 – – – 63,884

Profi t/(loss) from continuing operations1 38,906 (70) (70) (508) 38,258

Total comprehensive income 38,906 (70) (70) (508) 38,258

1 Includes:

- Depreciation and amortisation (12,933) – – – (12,933)

- Interest expenses (6,687) – – – (6,687)

- Income tax expense (2,396) – – – (2,396)

Non-current assets 208,402 49,854 25,474 2,928 286,658

Current assets2 54,241 302 5 2,172 56,720

Non-current liabilities3 (128,843) (31,786) (7,500) – (168,129)

Current liabilities4 (63,355) (18,410) (18,050) (2,814) (102,629)

Net assets 70,445 (40) (71) 2,286 72,620

2 Includes cash and cash equivalents 12,607 275 – 215 13,0973 Includes non-current fi nancial liabilities (excluding trade and other payables) (124,717) (31,786) – – (156,503)4 Includes current fi nancial liabilities (excluding trade and other payables) (39,889) – (17,959) – (57,848)

Group’s interest in the net assets of investee 35,222 (20) (35) 1,143 36,310

Loans to joint ventures 18,752 8,377 25,000 – 52,129


Group’s interest in net assets of investee at beginning of the year 39,021 4,717 – 1 43,739

Share of total comprehensive income 19,453 (35) (35) (254) 19,129

Arising from reverse acquisition (Note 36) – – – 921 921

Change in loans to joint venture (4,500) 3,675 25,000 – 24,175

Currency translation differences – – – 475 475


The share of capital commitments of joint ventures as at 31 December 2015 is Nil (2014: US$12,500,000). There were no signifi cant contingent liabilities as at 31 December 2014 and 2015.



13 Property, plant and equipment

Vessels/barges Rigs

Leasehold buildings and improvements

Motorvehicles

Furniture,fi ttings and computers

Plant and equipment

Vesselsunder

construction TotalUS$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000

GroupCostAt 1 January 2014 – – – – 5 – – 5Acquired from reverse acquisition (Note 36) 156,326 – 8,002 39 114 82 24,657 189,220Additions 23,036 120,151 18 247 18 3 25,183 168,656Disposals (5,568) – – – – – (14) (5,582)Transfer from vessels under construction 8,780 – – – – – (8,780) –Transfer from other asset – – – – – – 7,754 7,754Currency translation differences (32) (12) – (2) (2) (5) – (53)At 31 December 2014 182,542 120,139 8,020 284 135 80 48,800 360,000

At 1 January 2015 182,542 120,139 8,020 284 135 80 48,800 360,000Additions 1,244 – 12,684 41 393 41 20,338 34,741Disposals (29,100) – – (48) – – – (29,148)Transfer from vessels under construction 41,032 – – – – – (41,032) –Currency translation differences (75) – – (3) (2) (9) – (89)At 31 December 2015 195,643 120,139 20,704 274 526 112 28,106 365,504

Accumulated depreciation and impairment lossesAt 1 January 2014 – – – – 1 – – 1Depreciation for the year 5,462 2,002 17 16 23 9 – 7,529Disposals (1,725) – – – – – – (1,725)Currency translation differences (3) (12) – (2) (1) (5) – (23)At 31 December 2014 3,734 1,990 17 14 23 4 – 5,782

At 1 January 2015 3,734 1,990 17 14 23 4 – 5,782Depreciation for the year 15,519 8,010 1,208 59 76 28 – 24,900Impairment losses 2,000 12,000 – – – – – 14,000Disposals (1,965) – – (48) – – – (2,013)Currency translation differences (31) – – (3) (2) (7) – (43)At 31 December 2015 19,257 22,000 1,225 22 97 25 – 42,626

Carrying amountsAt 1 January 2014 – – – – 4 – – 4At 31 December 2014 178,808 118,149 8,003 270 112 76 48,800 354,218At 31 December 2015 176,386 98,139 19,479 252 429 87 28,106 322,878

The above depreciation charge is included within “Other expenses” in the consolidated statement of profi t or loss and other comprehensive income.

In 2015, the Company recognised additions to computers at cost which amounted to US$9,000 (2014: Nil) and depreciation for the year amounted to US$2,000 (2014: Nil). The net carrying amount as at 31 December 2015 is US$7,000 (2014: Nil).



13 Property, plant and equipment (continued)

The Group has vessels under construction with costs capitalised up to reporting date totalling US$28,106,000 (2014: US$48,800,000). Included in the cost capitalised above is the borrowing costs related to the construction of vessels amounting to US$558,000 (2014: US$86,000). Borrowing costs capitalised during the year amounted to US$472,000 (2014: US$86,000).

The leasehold buildings, rigs and vessels of the Group with a total carrying amount of US$264,314,000 (2014: US$289,741,000) are pledged as securities for bank borrowings (Note 16 (a)) of the Group and Company.

Useful lives and residual values

The Group reviews the useful lives and residual values of its vessels and rigs at each fi nancial year-end and any adjustments are made on a prospective basis. If estimates of the residual values are revised, the amount of depreciation expenses in the future periods will be changed.

The useful lives of the vessels and rigs are assessed periodically based on the condition of the vessels and rigs, market conditions and other regulatory requirements. If the estimates of useful lives for the vessels and rigs are revised or there is a change in useful lives, the amount of depreciation expense recorded in future periods will be changed.

Impairment assessment of vessels/barges, rigs and vessels under construction

At each reporting date, judgement is used to determine whether there is any indication of impairment on the Group’s vessels/barges, rigs and vessels under construction. If any such indication exists, the asset’s recoverable amount is estimated. When considering impairment indicators, the Group considers both internal (e.g. adverse changes in operating and fi nancial performance of vessel, extended periods of idle time and/or inability to contract specifi c assets) and external sources (e.g. adverse changes in the business environment). Based on management assessment, there were indications of possible impairment for the Group’s vessels/barges and rigs.

For the purposes of impairment assessment, each vessel/barge and rig is considered as a separate CGU. The recoverable amounts of the Group’s vessels/barges and rigs were determined based on the higher of fair value less costs to sell which is based on valuation reports by independent professional valuers and value-in-use calculations by management. In 2015, the Group recognised total impairment loss of US$14,000,000 in other expenses (2014: Nil).

Vessels/barges

Vessels/barges were impaired to its fair value less cost of disposal. The fair value was determined by an external, independent valuation company by estimating its open market valuation on a willing buyer willing seller basis, based on the recent selling prices of vessels/barges with similar specifi cation, age and condition. The fair value was categorised as a Level 3 fair value based on the inputs in the valuation technique used. The signifi cant unobservable inputs used in the valuation were the recent selling prices of vessels/barges with similar specifi cation, age and condition. To arrive at the recoverable amount, the estimated fair value has been further adjusted to refl ect the additional costs that would have to be incurred in order to sell the vessels/barges. Based on these estimates, an impairment loss of US$2,000,000 was recognised in “Other expenses”.

Rigs

The recoverable amounts of rigs were based on value-in-use calculations with the following key assumptions:

• Cash fl ows were projected based on past experience and actual operating results for the estimated remaining useful life of the rig;

• Off-hire period in 2016 was applied for rigs without existing secured contracts;

• Effective utilisation rate of 90% after FY2016 was used in the cash fl ow computation (taking into consideration idle period for rig surveys);

• Charter rates for FY2017 to FY2019 were estimated based on actual historical rates, reduced by approximately 20% taking into consideration the current market expectations. Management applied a 5% increase in day rates after every three year period until the end of the rig’s useful life.



13 Property, plant and equipment (continued)

Impairment assessment of vessels/barges, rigs and vessels under construction (continued)

Rigs (continued)

• Residual values of US$500,000 based on scrap value were used in the cash fl ow computation; and

• Discount rate of 10% was estimated based on weighted average cost of capital for similar assets.

Based on the above assessment, management recognised an impairment loss of US$12,000,000 in 2015 in “Other expenses”.

Following the impairment loss recognised for the vessels/barges and rigs, the recoverable amounts are equal to the carrying amount, and any adverse movements in key assumptions can lead to further impairment losses in future periods.

In 2014, the carrying amounts of all of the Group’s CGUs were supported by their recoverable amounts determined based on valuation reports issued by independent professional valuers, and therefore no impairment loss has been recognised.

Vessels under construction

Under the Group’s impairment assessment of its vessels under construction, the recoverable amounts for the Group’s vessels under construction were determined based on the replacement cost approach and/or value-in-use calculations. Based on the management’s assessment, there were no impairment noted for the vessels under construction at the reporting date.

14 Intangible assets

Group2015 2014

US$’000 US$’000

Goodwill on consolidation (Note (a)) – –

Order backlog (Note (b)) 208 832

Computer software (Note (c)) 10 –

218 832

(a) Goodwill on consolidation

Group2015 2014

US$’000 US$’000

Cost




Accumulated impairment


Impairment loss – 15,414


Net book value – –



14 Intangible assets (continued)

(a) Goodwill on consolidation (continued)

Impairment test for goodwill

An impairment assessment was undertaken in respect of the Group’s goodwill which is allocated to the vessel chartering cash-generating unit (“CGU”). The recoverable amount of the CGU was determined based on value-in-use. Cash fl ow projections used in the value-in-use calculations were based on fi nancial budgets approved by management covering a fi ve-year period.

Key assumptions used for value-in-use calculations:

2014Vessel

chartering

Gross margin 45%

Growth rate 4%

Discount rate 11%

Management determined budgeted gross margin based on past performance and its expectations of market developments. The growth rates used were consistent with forecasts included in industry reports. The discount rates used were pre-tax and refl ected specifi c risks relating to the relevant segments.

Based on the assessment, the recoverable amount of the CGU was lower than its carrying amount. Accordingly, an impairment loss of US$15,414,000 was recognised against goodwill and included within “Other expenses” in the consolidated statement of profi t or loss and other comprehensive income in 2014.

(b) Order backlog

An order backlog, arising from vessel chartering and sale contracts, was acquired from the reverse acquisition (Note 36).

Group2015 2014

US$’000 US$’000

Cost




Accumulated amortisation

Beginning of fi nancial year (2,154) –

Amortisation charge (624) (2,154)

End of fi nancial year (2,778) (2,154)

Net book value 208 832

The above amortisation charge is included within “Other expenses” in the consolidated statement of profi t or loss and other comprehensive income.



14 Intangible assets (continued)

(c) Computer software

A computer software was acquired to implement new accounting system for certain subsidiaries.

Group2015 2014

US$’000 US$’000

Cost

Beginning of fi nancial year – –

Addition 12 –

End of fi nancial year 12 –

Accumulated amortisation

Beginning of fi nancial year – –

Amortisation charge (2) –

End of fi nancial year (2) –

Net book value 10 –

The above amortisation charge is included within “Other expenses” in the consolidated statement of profi t or loss and other comprehensive income.

15 Trade and other payables

Group Company

2015 2014 2015 2014

US$’000 US$’000 US$’000 US$’000

Trade payables

- Non-related parties 9,231 8,793 – –

Other payables

- Non-related parties 4,281 6,046 44 1

- Joint venture partner 294 94 – –

- Joint ventures – 37 – –

- Associates 428 428 – –

- Subsidiaries – – 524 46,677

5,003 6,605 568 46,678

Accrued operating expenses 3,386 10,970 831 1,670

Accrued interest expenses 1,404 1,051 404 925

Advances received for sale of vessels – 2,670 – –

Deferred revenue – 9,904 – –

19,024 39,993 1,803 49,273

The other payables to joint venture partner, joint ventures, associates and subsidiaries are unsecured, interest-free and repayable on demand.

Market and liquidity risks

The Group and the Company’s exposures to currency risk and to liquidity risk related to trade and other payables are disclosed in Note 33.



16 Borrowings

Group Company

2015 2014 2015 2014

US$’000 US$’000 US$’000 US$’000

Current

Secured bank loans 63,779 61,111 3,623 5,028

Unsecured bank loans 14,415 10,671 – –

Hire purchase 17 10 – –

78,211 71,792 3,623 5,028

Non-current

Secured bank loans 84,857 102,164 2,164 3,663

Medium term notes 69,704 74,180 69,704 74,180

Hire purchase 67 61 – –

154,628 176,405 71,868 77,843

Total borrowings 232,839 248,197 75,491 82,871

(a) Security granted

As at the balance sheet date, bank borrowings of the Group amounting to US$149,477,000 (2014: US$164,412,000) are secured over certain vessels, rigs and leasehold buildings (Note 13) of its subsidiaries. Further in 2015, bank balances of certain subsidiaries amounting to US$6,819,000 (Note 5) are restricted for use under certain bank facility agreements. In 2014, restricted cash amounting to US$1,335,000 (Note 5) were pledged as security for a bank guarantee issued to a customer in relation to an advance received for sale of a vessel.

Bank borrowings of the Company amounting to US$5,787,000 (2014: US$8,691,000) are secured over certain vessels (Note 13) of its subsidiaries.

(b) Borrowing covenants

The Group’s and Company’s borrowings are subject to covenant clauses, both fi nancial and non-fi nancial. The Group and Company were in compliance with externally imposed capital requirements as at 31 December 2015 and 31 December 2014.

Market and liquidity risks Information about the Group’s and the Company’s exposure to interest rate, foreign currency and liquidity risk is

included in Note 33.



16 Borrowings (continued)

Terms and debt repayment schedule

Terms and conditions of outstanding loans and borrowings are as follows:

CurrencyNominal

interest rate Year of maturity

2015 2014Facevalue

Carryingamount

Facevalue

Carryingamount

% US$’000 US$’000 US$’000 US$’000

Group

Bank loans (secured) USD 1.817% - 5% + LIBOR Year 2016 - Year 2020 130,124 129,082 133,684 132,322

Bank loans (secured) SGD 2.246% - 3.705% Year 2016 - Year 2020 19,608 19,554 31,019 30,953

Bank loans (unsecured) USD 1.89% - 2.7% Year 2016 13,000 13,000 3,481 3,481

Bank loans (unsecured) SGD 2.95% Year 2016 1,415 1,415 7,190 7,190

Medium term notes SGD 5.7% Year 2018 70,750 69,704 75,680 74,180

Hire purchase SGD 2.99% - 3.38% Year 2019 - Year 2021 99 84 87 71

Total interest-bearing liabilities 234,996 232,839 251,141 248,197

Company

Medium term notes SGD 5.7% Year 2018 70,750 69,704 75,680 74,180

Bank loans (secured) USD 3% + LIBOR Year 2018 3,664 3,664 8,691 8,691

Bank loans (secured) SGD 2.246% Year 2016 2,123 2,123 – –

Total interest-bearing liabilities 76,537 75,491 84,371 82,871

17 Derivatives

The derivative fi nancial instrument refers to the exchange option written by the Company which allows the option holders to exchange the redeemable exchangeable preference shares of certain subsidiaries (Note 20) into ordinary shares of the Company based on a specifi ed exchange ratio (Note 20). In accordance with an agreement signed with these subsidiaries, all fair value gains and losses on the derivative will be fully borne by them.

18 Deferred tax liabilities

Recognised deferred tax assets and liabilities

Movement in deferred tax balances during the year:

Balanceas at 1 January

2014

Arising from reverse

acquisition (Note 36)

Recognised in profi tor loss

(Note 28)

Balanceas at 31

December 2014

Recognised in profi tor loss

(Note 28)Exchange

differences

Balanceas at 31

December 2015

US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000

Group

Property, plant and equipment – 3,297 (468) 2,829 (645) (5) 2,179

Deferred tax liabilities arise primarily from accelerated tax depreciation and are mainly expected to be settled after one year.

The tax charge to other comprehensive income is Nil (2014: Nil).



19 Share capital

CompanyOrdinary shares

No. of sharesIssued share

capital

AmountIssued share

capital

’000 US$’000

2015

At 1 January 671,431 370,856

Issue of shares – performance shares 1,018 366

At 31 December 672,449 371,222

2014

At 1 January 435,373 75,941

Effects of change in functional currency – (3,126)

Issue of shares – share options 1,925 468

Share consolidation (218,649) –

218,649 73,283

Issuance of new shares pursuant to the reverse acquisition (Note 36) 452,381 297,334

671,030 370,617

Issue of shares – share options 401 239

At 31 December 671,431 370,856

Ordinary shares

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All shares rank equally with regard to the Company’s residual assets. All issued shares are fully paid, with no par value.

The Group’s share capital amount differs from that of the Company as a result of the reverse acquisition accounting in 2014 (Note 2).

Share-based payment arrangements

As at 31 December 2015, the Group has the following share-based payment arrangement:

Share options (equity-settled)

Swissco Holdings Employee Share Option Scheme

The Swissco Holdings Employee Share Option Scheme (the “Scheme”) for employees and directors of the Group was approved by members of the Company at an Extraordinary General Meeting on 1 November 2010. The purpose of the Scheme is to attract, retain and give recognition to employees who have contributed to the success and development of the Group.

The exercise price of the options shall be determined by the Remuneration Committee at:

(i) the average of the last dealt prices of the Company’s ordinary shares as quoted on the Singapore Exchange for fi ve consecutive market days immediately preceding the date of the grant (“Market Price”); or

(ii) a discount not exceeding 20% of the Market Price. The quantum of such discount shall be determined by the Remuneration Committee and approved by the shareholders in a general meeting.

Options granted at a discount under the Scheme are subject to a vesting period of 2 years from grant date, while those granted at Market Price are subject to a vesting period of 1 year from grant date. Once the options are vested, they are exercisable for a period of 5 years to 10 years from grant date.



19 Share capital (continued)

The Company granted options under the Scheme to subscribe for 1,325,000 ordinary shares (adjusted for Share Consolidation) of the Company on 12 May 2014 (“2014 Options”) at an exercise price of $0.834 per share. On 30 July 2014, the Company undertook a consolidation (the “Share Consolidation”) of all its shares on the basis of every two existing shares into one consolidated share. Particulars of these options and the Share Consolidation were set out in the fi nancial statements for the fi nancial year ended 31 December 2014.

Movement in the number of unissued ordinary shares under option and their exercise price are as follows:

Group and Company

Date of grant

No. of ordinary shares under option

Exercise price Exercise period

Beginning of fi nancial

year*

Granted during

fi nancial year

Exercised during

fi nancial year

Forfeited during

fi nancial year

End of fi nancial

year’000 ’000 ’000 ’000 ’000 ’000 ’000

201512.5.2014 850 – – (325) 525 S$0.834 12.5.15 – 11.5.2412.5.2014 100 – – – 100 S$0.834 12.5.15 – 11.5.1913.5.2013 437 – – (250) 187 S$0.538 13.5.14 – 12.5.2313.5.2013 50 – – – 50 S$0.538 13.5.14 – 12.5.1811.5.2012 50 – – – 50 S$0.404 11.5.13 – 10.5.2211.5.2012 50 – – – 50 S$0.404 11.5.13 – 10.5.17

1,537 – – (575) 962

Date of grant

No. of ordinary shares under option

Exercise price* Exercise period

Beginning of fi nancial

year

Granted during

fi nancial year

Exercised during

fi nancial year

Shares consolidation

Exercised during

fi nancial year*

Forfeited during

fi nancial year*

End of fi nancial

year*’000 ’000 ’000 ’000 ’000 ’000 ’000 ’000 ’000

201412.5.2014 – 2,450 – (1,225) (250) (125) 850 S$0.834 12.5.15 – 11.5.24

12.5.2014 – 200 – (100) – – 100 S$0.834 12.5.15 – 11.5.19

13.5.2013 2,300 – (1,200) (550) (113) – 437 S$0.538 13.5.14 – 12.5.23

13.5.2013 200 – (100) (50) – – 50 S$0.538 13.5.14 – 12.5.18

11.5.2012 700 – (525) (87) (38) – 50 S$0.404 11.5.13 – 10.5.22

11.5.2012 200 – (100) (50) – – 50 S$0.404 11.5.13 – 10.5.173,400 2,650 (1,925) (2,062) (401) (125) 1,537

* Adjusted for Share Consolidation in 2014

Out of the unexercised options of 962,000 (2014: 1,537,000) shares, options for 962,000 (2014: 587,000) shares are exercisable at the balance sheet date. For options exercised in 2014, the weighted average share price at the time of exercise was S$0.53 per share. No options were exercised in 2015.

The fair value of options granted on 12 May 2014, determined using the Black Scholes Option Pricing Model, was US$216,691. The signifi cant inputs into the model were the share price of S$0.415 at the grant date, the exercise price of S$0.417, standard deviation of expected share price returns of 46%, the option life shown above and the annual risk-free interest rate of 0.51%. The volatility measured as the standard deviation of expected share price returns was estimated based on statistical analysis of share prices over the last one year. No options was granted in 2015.



19 Share capital (continued)

Swissco Holdings Performance Share Plan The Swissco Holdings Performance Share Plan (the “Plan”) for directors and managers of the Group was

approved by members of the Company at an Extraordinary General Meeting on 1 November 2010 and the proposed alterations to the Plan were approved at the Annual General Meeting on 29 April 2015. The purpose of the Plan is to attract, retain and give recognition to the employees who have contributed to the success and development of the Group as well as motivate the employees to contribute towards the Group’s long term prosperity.

Performance shares under the Plan shall be awarded to executive directors and managers of the Group conditional upon the Group meeting or exceeding a prescribed performance target during the performance period. The Plan was altered during the year to include non-executive directors to participate in the Plan. The Remuneration Committee may prescribe a vesting schedule pursuant to which the award shall vest at the end of each performance period, provided the performance target has been met.

On 5 May 2015, 1,018,000 performance shares were granted pursuant to the Plan. There is no vesting period for the shares. The fair value of the performance shares was determined based on the closing market price at grant date of S$0.485.

Date of grantBeginning

of fi nancial year Granted during

the fi nancial yearIssued during the

fi nancial yearEnd of

fi nancial year

Fair value per share at grant

date

5.5.2015 – 1,018,000 1,018,000 – S$0.485

20 Redeemable exchangeable preference shares (“REPS”)

Group

2015 2014

US$’000 US$’000

At 1 January 36,750 –

Issuance of REPS – 36,750

At 31 December 36,750 36,750

Holders of REPS do not have the right to participate in dividends declared for ordinary shareholders and do not carry the right to vote.

On 10 October 2014 (“Issue Date”), a total of 36,750,000 REPS were issued by certain subsidiaries of the Company. All issued shares are fully paid. The details of the share issuance are as follows:

(a) 18,375,000 First Tranche Class A Preference Shares were issued by S&E Offshore Investments Pte Ltd (“SEOI”) at an issue price of US$1 per share; and

(b) 18,375,000 First Tranche Class A Preference Shares were issued by S&E Offshore Investments 2 Pte Ltd (“SEOI2”) at an issue price of US$1 per share.

The holders of the REPS may also subscribe for additional tranches of preference shares to be issued by SEOI and SEOI2, as set out below:

(i) Second Tranche Class B Preference Shares of up to 4,800,000 REPS at an issue price of US$1 per share at any time beginning from the fi rst anniversary of the Issue Date and up to Maturity Date; and

(ii) Third Tranche Class B Preference Shares of up to 2,400,000 REPS at an issue price of US$1 per share at any time beginning from the second anniversary of the Issue Date and up to Maturity Date.



20 Redeemable exchangeable preference shares (“REPS”) (continued)

The main terms and conditions of the agreements are as follows:

(a) The REPS are convertible into certain number of ordinary shares in the share capital of the Company (“Exchange Shares”) based on exchange ratio of 1.4268 (“Exchange Ratio”). The Exchange Ratio will be subject to the usual anti-dilution adjustments.

(b) The holders of REPS shall have the right to convert:

(i) the fi rst 50% of their holdings of First Tranche Class A Preference Shares into Exchange Shares at the Exchange Ratio at any time beginning from the fi rst anniversary of the Issue Date and up to the third anniversary of the Issue Date (“Maturity Date”);

(ii) all of its holdings of Second Tranche Class B Preference Shares into Exchange Shares at the Exchange Ratio at any time beginning from the fi rst anniversary of the Issue Date and up to Maturity Date;

(iii) the remaining 50% of their holdings of First Tranche Class A Preference Shares into Exchange Shares at the Exchange Ratio at any time beginning from the second anniversary of the Issue Date and up to the Maturity Date; and

(iv) all of its holdings of Third Tranche Class B Preference Shares into Exchange Shares at the Exchange Ratio at any time beginning from the second anniversary of the Issue Date and up to the Maturity Date.

(c) Within fi ve business days immediately after the Maturity Date, the subsidiaries have the option (but not the obligation) to redeem such number of REPS not exchanged into Exchange Shares as at the Maturity Date at a redemption price per REPS equivalent to:

(i) in the case of Class A Preference Shares, 1.8 times of the REPS issue price plus any accrued earnings attributable to the investors, less dividends declared and paid to the investors; and

(ii) in the case of Class B Preference Shares, the REPS issue price.

21 Other reserves

Group Company

2015 2014 2015 2014

US$’000 US$’000 US$’000 US$’000

(a) Composition:

Foreign currency translation reserve 302 537 – –

Share-based payment reserve 174 121 259 206

476 658 259 206

Other reserves are non-distributable.



21 Other reserves (continued)

Group Company2015 2014 2015 2014

US$’000 US$’000 US$’000 US$’000

(b) Movements: (i) Foreign currency translation

reserve Beginning of fi nancial year 537 (283) – (2,817)

Net foreign currency translation (losses)/gains (235) 276 – (493)

Effects of change in functional currency – 544 – 3,310

End of fi nancial year 302 537 – –

(ii) Share-based payment reserve Beginning of fi nancial year 121 – 206 160 Employee share option scheme: - Issue of new shares – (15) – (110) - Value of employee services 73 136 73 167 - Employee share option forfeited (20) – (20) –

Effects of changes in functional currency – – – (11)

End of fi nancial year 174 121 259 206

Foreign currency translation reserve

The foreign currency translation reserve comprises all foreign currency differences arising from the translation of the results and fi nancial position of all Group entities (none of which has the currency of a hyperinfl ationary economy) that have a functional currency different from the presentation currency into the presentation currency.

Share-based payment reserve

The share-based payment reserve comprises the cumulative value of services received from employees recorded on grant of equity settled performance shares and share options. The expense for service received is recognised over the performance period and/or vesting period.

22 Retained earnings

Movement in retained earnings of the Company is as follows:

Company2015 2014

US$’000 US$’000

Beginning of fi nancial year 12,274 8,252Effects of change in functional currency – (173)Net profi t for the fi nancial year 45,886 7,620Dividend paid (Note 30) (9,958) (3,425)End of fi nancial year 48,202 12,274

The retained earnings of the Company are distributable.

Movements in retained earnings for the Group are shown in the consolidated statement of changes in equity.



23 Revenue

Group2015 2014

US$’000 US$’000

Rig chartering income 28,790 11,380Vessel chartering income, sale of out-port-limit services and related income 22,292 16,750Ship repair and related services 1,748 461Sale of vessels, equipment and consumables 16,816 36,923

69,646 65,514

24 Other gains

Group2015 2014

US$’000 US$’000

Gain on disposal of property, plant and equipment 2,961 953Currency exchange gains - net 7,877 4,023Others – 368

10,838 5,344

25 Expenses by nature

Group2015 2014

US$’000 US$’000

Purchase of vessels, equipment and consumables for sale 16,542 32,225Materials and supplies used 3,886 1,556Hire of vessels/barges 314 303Depreciation of property, plant and equipment 24,900 7,529Amortisation of intangible assets 626 2,154Impairment of goodwill – *15,414Impairment loss on available-for-sale fi nancial assets *1,580 *5,300Impairment loss on property, plant and equipment *14,000 –Stacking costs 1,760 –Loss on disposal of available-for-sale fi nancial assets 98 –Employee compensation (Note 27) 8,400 8,041Rental of offi ce premises 419 163Allowance for impairment loss on trade and other receivables 307 247Upkeep of vessels/barges 1,435 789Insurance 1,224 487Professional fees 860 841Audit fees paid/payable to auditors of the Company 174 115Audit fees paid/payable to other auditors 7 67Non-audit fees paid/payable to auditors of the Company 37 20Non-audit fees paid/payable to other auditor – –Others 3,942 1,787Total cost of sales, administrative and other expenses 80,511 77,038

* Included in “Other expenses” in the consolidated statement of profi t or loss and other comprehensive income.



26 Finance income and fi nance costs

Group2015 2014

US$’000 US$’000

Finance income

- Interest income on fi xed and cash deposits with banks 46 8

- Interest income on loans and receivables 2,406 2,258

2,452 2,266

Finance costs

- Interest expense on bank borrowings 5,562 3,448

- Interest expense on medium term notes 4,163 –

- Amortisation of facility fee 905 100

- Corporate guarantee fees payable to a joint venture partner 966 1,185

11,596 4,733

Corporate guarantee fees comprise fees for guarantees given to a bank by a joint venture partner on behalf of the Group relating to outstanding term loans granted to certain joint ventures.

27 Employee compensation

Group2015 2014

US$’000 US$’000

Wages and salaries 7,549 7,389

Employer’s contribution to defi ned contribution plans including Central Provident Fund 245 130

Share option expense (Note 21) 53 136

Performance share expense 366 –

Other staff benefi ts 187 386

8,400 8,041

28 Income tax expense/(credit)

Group2015 2014

US$’000 US$’000

Income tax expense/(credit) attributable to profi t is made up of:

- Current income tax 1,159 (118)

- Deferred tax – (468)

- Withholding tax 151 –

1,310 (586)

Under provision in prior fi nancial years – income tax 186 153

Over provision in prior fi nancial years – deferred tax (645) –

Total 851 (433)



28 Income tax expense/(credit) (continued)

The income tax expense/(credit) on profi t differs from the amount that would arise using the Singapore standard rate of income tax as explained below:

Group2015 2014

US$’000 US$’000

Profi t before tax 32,020 15,458Share of profi ts of associates and joint ventures (39,430) (24,066)Loss before tax and share of profi ts of associates and joint ventures (7,410) (8,608)

Tax calculated at a tax rate of 17% (2014: 17%) (1,260) (1,463)Effects of- Singapore statutory stepped income exemption (58) (40)- Income not subjected to tax (6,522) (2,719)- Expenses not deductible for tax purposes 8,999 3,636- Withholding tax 151 –- Under provision in prior fi nancial years, net (459) 153Income tax expense/(credit) 851 (433)

29 Earnings per share

(a) Basic earnings per share Basic earnings per share is calculated by dividing the profi t attributable to ordinary shareholders of the

Company by the weighted average number of ordinary shares outstanding during the fi nancial year.

Due to the reverse acquisition in 2014, the number of ordinary shares outstanding from the beginning of 2014 to the reverse acquisition date for purpose of calculating the weighted average number of ordinary shares is deemed to be the number of ordinary shares issued by the Company to the owners of S&E, and the number of ordinary shares outstanding from the reverse acquisition date to the end of 2014 is the actual number of ordinary shares of the Company outstanding during 2014.

Group2015 2014

US$’000 US$’000

Profi t attributable to ordinary shareholders of the Company 31,169 15,891

Weighted average number of ordinary shares

Group2015 2014’000 ’000

Ordinary shares at 1 January 671,431 435,374Effect of share options exercised – 1,925Effect of performance shares issued 672 –Effect of reverse acquisition accounting – (251,596)

672,103 185,703Effect of share consolidation – (92,851)Effect of shares issued related to reverse acquisition – 452,381Effect of share options exercised – 153Weighted average number of ordinary shares 672,103 545,386

Basic earnings per share (US cents per share) 4.64 2.91



29 Earnings per share

(b) Diluted earnings per share

For the purpose of calculating diluted earnings per share, profi t attributable to ordinary shareholders of the Company and the weighted average number of ordinary shares outstanding are adjusted for the effects of all dilutive potential ordinary shares. The dilutive potential ordinary shares of the Company are the redeemable exchangeable preference shares (“REPS”) and share options.

REPS are assumed to have been converted into ordinary shares at issuance. For share options, the weighted average number of shares on issue has been adjusted as if all dilutive share options were exercised. The number of shares that could have been issued upon the exercise of all dilutive share options less the number of shares that could have been issued at fair value (determined as the Company’s average share price for the fi nancial year) for the same total proceeds is added to the denominator as the number of shares issued for no consideration. No adjustment is made to the net profi t.

Diluted earnings per share attributable to owners of the Company is calculated as follows:

Group2015 2014

US$’000 US$’000

Profi t attributable to ordinary shareholders of the Company 31,169 15,891

Group2015 2014’000 ’000

Weighted average number of ordinary shares outstanding 672,103 545,386Adjustment for share options granted – 445Adjustment for redeemable exchangeable preference shares 52,435 11,636Weighted average number of ordinary shares (diluted) during the year 724,538 557,467

Diluted earnings per share (US cents per share) 4.30 2.85

30 Dividends

The following exempt (one-tier) dividends were declared and paid by the Company:

Company2015 2014

US$’000 US$’000

Ordinary dividends paidFinal dividend paid in respect of the previous fi nancial year of 1 Singapore cents per share (2014: 0.5 Singapore cents) 4,979 1,712Special dividend paid in respect of the previous fi nancial year of 1 Singapore cents (2014: 0.5 Singapore cents) per share 4,979 1,713

9,958 3,425

After the respective reporting dates, the following exempt (one-tier) dividends were proposed by the directors. These exempt (one-tier) dividends have not been provided for.

Company2015 2014

US$’000 US$’000

0.1 Singapore cents per qualifying ordinary share (2014: 2 Singapore cents) 476 9,958



31 Commitments

(a) Operating lease commitments - where the Group is a lessee

The Group leases offi ce premises under non-cancellable operating lease agreements. The leases have varying terms and renewal rights.

The future minimum lease payables under non-cancellable operating leases contracted for at the balance sheet date but not recognised as liabilities, are as follows:

Group

2015 2014

US$’000 US$’000

Within 1 year 748 317

After 1 year but within 5 years 2,189 844

More than fi ve years 3,573 3,521

6,510 4,682

(b) Operating lease commitments - where the Group is a lessor

The Group has entered into charter hire leases on its fl eet of vessels and rigs. The leases have varying terms, renewal rights and purchase options.

The future minimum lease receivables under non-cancellable operating leases contracted for at the balance sheet date but not recognised as receivables, are as follows:

Group

2015 2014

US$’000 US$’000

Within 1 year 7,974 31,549

After 1 year but within 5 years 3,470 16,962

11,444 48,511

(c) Capital commitments

Capital expenditure contracted for at the balance sheet date but not recognised in the fi nancial statements are as follows:

Group

2015 2014

US$’000 US$’000

Property, plant and equipment 100,649 119,827



32 Contingent liabilities

Corporate guarantees

The maximum exposure of the Company in respect of the intra-group fi nancial guarantee for the facilities drawn down at the reporting date are as follows:

Company

2015 2014

US$’000 US$’000

Corporate guarantees given to banks for borrowings of: 82,660 99,300

- Subsidiaries 94,795 84,750

- Joint venture and associates 177,455 184,050

At the reporting date, the Company does not consider it probable that a claim will be made against the Company under the intra-group fi nancial guarantee.

33 Financial risk management

Financial risk factors The Group’s activities expose it to market risk (including currency risk, interest rate risk and price risk), credit

risk and liquidity risk. The Group’s overall risk management strategy seeks to minimise adverse effects from the unpredictability of fi nancial markets on the Group’s fi nancial performance.

The Board of Directors is responsible for setting the objectives and underlying principles of fi nancial risk management for the Group. The management team then establishes the detailed policies such as authority levels, oversight responsibilities, risk identifi cation and measurement and risk exposure limits such as customer credit limits, in accordance with the objectives and underlying principles approved by the Board of Directors.

Financial risk management is carried out by the Finance Department in accordance with policies set by management team. The Finance Department measures the actual exposures against the limits set and prepares regular reports for review by the management team and the Board of Directors.

Market risk

Market risk is the risk that the changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group’s income or the value of its holdings of fi nancial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

Currency risk

The Group and Company are exposed to foreign exchange risk primarily with respect to Singapore Dollar (“SGD”) as certain transactions are denominated in SGD. The Group does not undertake any foreign exchange contracts to hedge its SGD exposure as the management matches fi nancial assets and liabilities denominated in SGD whenever possible.



33 Financial risk management (continued)

The Group’s exposure to currency risk is as follows:

USD SGD Others Total

US$’000 US$’000 US$’000 US$’000

Group

2015

Financial assets

Cash and cash equivalents 33,985 3,349 221 37,555

Available-for-sale fi nancial assets – 1,315 – 1,315

Trade and other receivables 16,740 740 37 17,517

50,725 5,404 258 56,387

Financial liabilities

Trade and other payables 15,551 3,473 – 19,024

Borrowings 141,036 91,803 – 232,839

156,587 95,276 – 251,863

Net fi nancial (liabilities)/assets (105,862) (89,872) 258 (195,476)

Add: Net fi nancial liabilities denominated in the respective entities’ functional currencies 105,862 450 – 106,312

Net exposure – (89,422) 258 (89,164)

2014

Financial assets

Cash and cash equivalents 26,205 12,424 4 38,633

Available-for-sale fi nancial assets – 3,899 – 3,899

Trade and other receivables 20,317 975 213 21,505

46,522 17,298 217 64,037


Trade and other payables 19,211 8,208 – 27,419

Borrowings 131,288 116,909 – 248,197

150,499 125,117 – 275,616

Net fi nancial (liabilities)/assets (103,977) (107,819) 217 (211,579)

Add: Net fi nancial liabilities denominated in the respective entities’ functional currencies 103,977 – – 103,977

Less: Firm commitments in foreign currency* – (11,034) – (11,034)

Net exposure – (118,853) 217 (118,636)

* Net expenditure contracted for the purchase of property.




The Company’s exposure to currency risk is as follows:

USD SGD Others Total

US$’000 US$’000 US$’000 US$’000

Company

2015

Financial assets

Cash and cash equivalents 10,703 758 – 11,461

Trade and other receivables 48,358 (96) – 48,262

59,061 662 – 59,723


Trade and other payables 470 1,333 – 1,803

Borrowings 2,618 72,873 – 75,491

3,088 74,206 – 77,294

Net fi nancial assets/(liabilities) 55,973 (73,544) – (17,571)

Add: Net fi nancial liabilities denominated in the respective entities’ functional currencies (55,973) – – (55,973)

Net exposure – (73,544) – (73,544)

2014

Financial assets

Cash and cash equivalents 85 3,715 – 3,800

Trade and other receivables 67,293 7,748 – 75,041

67,378 11,463 – 78,841


Trade and other payables 49,273 – – 49,273

Borrowings 7,614 75,257 – 82,871

56,887 75,257 – 132,144

Net fi nancial assets/(liabilities) 10,491 (63,794) – (53,303)

Add: Net fi nancial liabilities denominated in the respective entities’ functional currencies (10,491) – – (10,491)

Net exposure – (63,794) – (63,794)

At 31 December 2015, if the SGD had strengthened/weakened by 5% (2014: 5%) against the USD with all other variable including tax rate being held constant, the Group’s and the Company’s profi t before tax for the fi nancial period would have been US$4,471,000 (2014: US$5,943,000) and US$3,677,000 (2014: US$3,190,000) lower/higher respectively as a result of net currency translation effects on the net fi nancial liability position of the Group denominated in SGD.

Price risk

The Group is exposed to equity securities price risk on investments classifi ed as available-for-sale fi nancial assets. These securities are listed in Singapore. The Group monitors closely the performance of the investee company, including its trading price. The Group is not exposed to commodity price risk.

If prices for the equity securities listed in Singapore had increased by 10% (2014: 10%) with all other variables including tax rate being held constant, the Group’s equity would have been US$132,000 (2014: US$390,000) higher and a 10% decrease in the prices would have decreased the Group’s profi t before tax by US$132,000 (2014: US$390,000).

The Company is not exposed to price risks.




Interest rate risks

Cash fl ow interest rate risk is the risk that the future cash fl ows of a fi nancial instrument will fl uctuate because of changes in market interest rates. Fair value interest rate risk is the risk that the fair value of a fi nancial instrument will fl uctuate due to changes in market interest rates.

At the reporting date, the interest rate profi le of the Group’s interest-bearing fi nancial instruments, as reported to the management are as follows:

Group Company

Nominal amount Nominal amount

2015 2014 2015 2014

US$’000 US$’000 US$’000 US$’000

Fixed rate instruments

Financial assets 14,021 – 43,406 45,925

Financial liabilities (70,750) (75,680) (70,750) (75,680)

(56,729) (75,680) (27,344) (29,755)

Variable rate instruments

Financial assets 23,534 38,633 11,461 3,800

Financial liabilities (164,247) (175,461) (5,787) (8,691)

(140,713) (136,828) 5,674 (4,891)

The Group and Company do not account for any fi xed rate fi nancial assets and liabilities at fair value through profi t or loss. Therefore, in respect of the fi xed rate instrument a change in interest rates at the reporting date would not affect profi t or loss.

The Group and Company are exposed to cash fl ow interest rate risk arising mainly from its variable-rate borrowings. The Group and Company may enter into derivative contracts to hedge its interest rate risks.

If the interest rates had increased/decreased by 1% (2014: 1%) with all other variables being held constant, the profi t before tax of the Group and Company will be lower/higher by US$1,407,000 and US$57,000 respectively (2014: US$1,368,000 and US$49,000 respectively) as a result of higher/lower interest expense on variable rate instruments.

Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in fi nancial loss to the Group. For trade receivables, the Group adopts the policy of dealing only with customers of appropriate credit history, and obtaining suffi cient security where appropriate to mitigate credit risk. For other fi nancial assets, the Group adopts the policy of dealing only with high credit quality counterparties. The Group regularly monitors the counterparty’s payment profi le and credit exposure at the entity level.

As the Group and the Company do not hold any collateral, the maximum exposure to credit risk for each class of fi nancial instruments is the carrying amount of that class of fi nancial instruments presented on the balance sheet, except for the corporate guarantees of the Company disclosed in Note 32.

The Group’s and Company’s major classes of fi nancial assets are cash and cash equivalents, available-for-sale fi nancial assets and trade and other receivables.




The credit risk for trade receivables based on the information provided by key management is as follows:

Group

2015 2014

US$’000 US$’000

By operating segments

Drilling – 464

Offshore support vessels (“OSV”) 8,113 15,096

8,113 15,560

The trade receivables of the Group comprise 5 (2014: 5) debtors that individually represented 5% - 58% (2014: 6% - 14%) of trade receivables.

(i) Financial assets that are neither past due nor impaired

Bank deposits are neither past due nor impaired as these are mainly deposits with reputable banks. Trade receivables that are neither past due nor impaired are substantially companies with a good collection track record with the Group.

(ii) Financial assets that are past due and/or impaired

There is no other class of fi nancial assets that is past due and/or impaired except for trade receivables and available-for-sale fi nancial assets (Note 6).

The ageing of trade and other receivables that were not impaired at the reporting date was:

Group Company

2015 2014 2015 2014

$’000 $’000 $’000 $’000

Past due 0 - 90 days 2,180 8,149 738 35,517

Past due 91 - 180 days 1,774 2,888 762 29,967

Past due over 180 days 3,080 1,575 43,951 666

7,034 12,612 45,451 66,150

The Group and the Company believe that the unimpaired amounts that are past due by more than 30 days are still collectible in full, based on historical payment behaviour and extensive analyses of customer credit risk, including underlying customers’ credit ratings, when available.

The carrying amount of trade and other receivables individually determined to be impaired and the movement in the related allowance for impairment was as follows:

Group Company

2015 2014 2015 2014

US$’000 US$’000 US$’000 US$’000

Past due 0 - 90 days 26 – – –

Past due 91 - 180 days 34 187 – –

Past due over 180 days 1,884 1,452 – –

1,944 1,639 – –

Less: Allowance for impairment (1,944) (1,639) – –

– – – –




Group2015 2014

US$’000 US$’000

Beginning of fi nancial year 1,639 –Arising from reverse acquisition (Note 36) – 1,392Impairment loss recognised (Note 25) 1,091 647Allowance written back (Note 25) (784) (400)Translation differences (2) –End of fi nancial year 1,944 1,639

The individually impaired receivables mainly relate to customers that are in fi nancial diffi culties and whose payments are not forthcoming.

Based on the Group’s monitoring of customer credit risk, the Group believes that, apart from the above, no impairment allowance is necessary in respect of the remaining trade and other receivables.

Guarantees The maximum exposure of the Company in respect of intra-group fi nancial guarantee (see Note 32) at

the reporting date is if the facilities are drawn down by the subsidiaries, joint venture and associates. As at 31 December 2015, the subsidiaries, joint venture and associates have drawn down loans amounting to US$177,455,000 (2014: US$184,050,000). At the reporting date, the Company does not consider it probable that a claim will be made against the Company under the intra-group fi nancial guarantee.

Liquidity risk

Liquidity risk is the risk that the Group will encounter diffi culty in meeting the obligations associated with its fi nancial liabilities that are settled by delivering cash or another fi nancial asset. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have suffi cient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.

The Group and Company manage the liquidity risk by maintaining suffi cient cash and available-for-sale fi nancial assets, and available funding through credit facilities to enable them to meet their normal operating commitments. The Group has revolving credit facilities amounting to US$41.0 million of which US$2.4 million is undrawn as at 31 December 2015. At the reporting date, these facilities are still available and the Group expects to continue to rollover its revolving credit facilities to meet its short-term fi nancial obligations as and when they fall due.

The Group has contractual commitments to complete the construction of vessels of US$100.6 million (Note 31). The Group has secured US$38.0 million term loan facilities available for drawdown to fi nance part of the contracted capital commitments.

The following are the contractual maturities of fi nancial liabilities, including estimated interest payments and excluding the impact of netting agreements:

Carrying amount

Contractual cash fl ows

Within1 year

After 1 year but within

5 yearsUS$’000 US$’000 US$’000 US$’000

Group2015Trade and other payables 19,024 19,024 19,024 –Borrowings 232,839 263,145 88,416 174,729

251,863 282,169 107,440 174,729

2014Trade and other payables 27,419 27,419 27,419 –Borrowings 248,197 266,135 76,464 189,671

275,616 293,554 103,883 189,671




Carrying amount

Contractual cash fl ows

Within1 year

After 1 year but within

5 yearsUS$’000 US$’000 US$’000 US$’000

Company2015Trade and other payables 1,803 1,803 1,803 –Borrowings 75,491 85,961 7,802 78,159Corporate guarantees provided to banks for borrowings of: - Subsidiaries – 87,713 34,468 53,245 - Joint venture and associates – 101,613 27,189 74,424

77,294 277,090 71,262 205,828

2014Trade and other payables 49,273 49,273 49,273 –Borrowings 82,871 88,994 5,200 83,794Corporate guarantees provided to banks for borrowings of: - Subsidiaries – 107,238 34,584 72,654 - Associates – 92,688 20,034 72,654

132,144 338,193 109,091 229,102

The maturity analyses show the contractual undiscounted cash fl ows of the Group and the Company’s fi nancial liabilities on the basis of their earliest possible contractual maturity. The cash outfl ows disclosed relate to those instruments held for risk management purposes and which are usually not closed out prior to contractual maturity.

The interest payments on variable interest rate loans in the table above refl ect market forward interest rates at the period end and these amounts may change as market interest rates changes.

Capital management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern and to maintain an optimal capital structure so as to maximise shareholder value. In order to maintain or achieve an optimal capital structure, the Group may adjust the amount of dividend payment, return capital to shareholders, issue new shares or obtain new borrowings.

Management monitors capital based on a gearing ratio. The gearing ratio is calculated as net borrowings divided by total equity (including redeemable exchangeable preference shares). Net borrowings are calculated as borrowings less cash and cash equivalents (including restricted cash).

Group2015 2014

US$’000 US$’000

Net borrowings 195,284 209,564Total equity 275,702 254,307Gearing ratio 0.71 0.82

The Group and Company were in compliance with externally imposed capital requirements for the fi nancial years ended 31 December 2015 and 31 December 2014.




Fair value measurements

The following table presents fi nancial assets and fi nancial liabilities measured at fair value and classifi ed by level of the following fair value measurement hierarchy:

Level 1 Level 2 Level 3 Total

US$’000 US$’000 US$’000 US$’000

Group

2015

Asset


- Equity securities 1,315 – – 1,315

2014

Asset


- Equity securities 3,899 – – 3,899

Company

2015

Liability

Derivative fi nancial instruments – – 4 4

2014

Liability


The fair value of the available-for-sale fi nancial assets securities is based on quoted market prices at the balance sheet date. The quoted market price used for these fi nancial assets held by the Group is the current bid price. These instruments are included in Level 1.

The fair value of the derivative fi nancial instrument is determined by using valuation techniques that are not based on market observable inputs. The derivative is classifi ed as Level 3.

The carrying value less impairment provision of trade and other receivables, cash and cash equivalents, and trade and other payables are assumed to approximate their fair values. The fair value of borrowings approximates their carrying amount as these borrowings are at variable rates with repricing within 6 months of the balance sheet date and they are classifi ed as Level 2 in the fair value measurement hierarchy.

The fair value of the fi xed interest-bearing medium term notes is US$59.8 million (2014: US$72.1 million) based on discounted expected future principal and interest cash fl ows at the market rate of interest at the reporting date, which is measured at “Level 2” under fair value hierarchy. The fair value of the medium term notes (Note 16) is, however, not the same as the disclosed fair value, as the medium term notes are carried at amortised cost.




(i) Valuation techniques and signifi cant unobservable inputs

The following tables show the valuation techniques used in measuring Level 3 fair values, as well as the signifi cant unobservable inputs used.

Fair value of exchange option

Type Valuation technique Key assumptions

Company

Derivative Binomial option valuation Issue price: US$1

Maturity price: 10 October 2017

Share price of Swissco Holdings Limited : US$0.16 (2014: US$0.39)

Risk-free rate : 1.0%, (2014: 1.0%)

Expected volatility : 53.1% (2014: 46.7%)

Dividend yield rate : 2.9% (2014: 2.6%)

Expected accrued earnings and dividend payout is derived based on forecasted results provided by management.

(ii) Level 3 fair values

The following table shows a reconciliation from the opening balances to the ending balances for Level 3 fair values:

CompanyDerivative

2015 2014US$’000 US$’000

At 1 January 657 –Total unrealised gains and losses for the period included in profi t or loss:- fi nance income (653) 657At 31 December 4 657

Financial instruments by category

The carrying amount of the different categories of fi nancial instruments is as follows:

Group Company

2015 2014 2015 2014

US$’000 US$’000 US$’000 US$’000

Available-for-sale fi nancial assets 1,315 3,899 – –

Loans and receivables 55,072 60,138 59,723 78,841


Financial liabilities at amortised cost 251,863 275,616 77,294 132,144



34 Related parties

In addition to the information disclosed elsewhere in the fi nancial statements, the following related party transactions took place between the Group and related parties at terms agreed between the parties.

Group

2015 2014

US$’000 US$’000

Transactions with joint ventures

Chartering income 542 2,161

Sale of goods 355 1,149

Purchase of goods (64) –

Management fees 204 –

Interest income 2,406 –

Outstanding balances at 31 December 2015, arising from sale/purchase of services, are set out in Notes 7 and 15.

Group and Company

2015 2014

US$’000 US$’000

Transaction with companies which key management personnel and directors of the company have control or signifi cant infl uence

Training cost (85) –

Key management personnel compensation

The key management personnel compensation is as follows:

Group

2015 2014

US$’000 US$’000

Salaries and other short-term employee benefi ts 2,472 3,198

Employer’s contribution to defi ned contribution plans, including Central Provident Fund 72 56

Directors’ fees 468 76

Share-based expense 73 68

Performance share expense 366 –

3,451 3,398

Included in the above is total compensation to directors of the Company amounting to US$2,418,000 (2014: US$2,168,000).



35 Segment information

Management has determined the operating segments based on the organisation of the Group. The results of these operating segments are reviewed by the Executive Committee (“Exco”) to make strategic decisions. The Exco comprises the Chairman and two Executive Directors.

Following the acquisition of Scott and English Energy Pte Ltd and its subsidiaries in July 2014, the Group’s businesses were subsequently reorganised into three broad divisions beginning 2015. The Group commenced its service assets operations during 2015 and reorganised the segment reporting to refl ect the realignment of its organisational structure. As a result, the information that the Group’s chief operating decision makers (“CODMs”) regularly reviewed were changed and the Group reports its fi nancial information based on the three reportable segments described below:

• Drilling (drilling rig chartering);

• Offshore support vessels (“OSV”) (vessel chartering (including sale of out-port-limit services and related income), ship repair and maintenance services, maritime related services (including sale of vessels) and OSV related investment activities);

• Service assets (accommodation and service rig chartering); and

• Others relate to corporate activities.

Following a change in the composition of the Group’s reportable segments in 2015, the Group has correspondingly re-presented segment information for 2014. Previously published 2014 segment information for the Group’s “vessel chartering”, “ship repair and maintenance services”, “maritime services”, and “others” segments has been combined and re-presented under the “OSV” segment as comparative.

The Exco assesses the performance of these operating segments based on profi t after tax. Sales between segments are carried out at arm’s length. The revenue from external parties and total assets reported to the Exco is measured in a manner consistent with that of the fi nancial statements.

The segment information provided to the Exco for the reportable segments for the fi nancial year ended 31 December is as follows:

Drilling OSVServiceAssets Others Total

US$’000 US$’000 US$’000 US$’000 US$’000

Group

2015

Revenue

Segment revenue 28,791 40,855 – 1,772 71,418

Inter-segment revenue – – – (1,772) (1,772)

Revenue from external parties 28,791 40,855 – – 69,646

Profi t/(loss) after tax 40,597 (6,249) (23) (3,156) 31,169

Finance income 2,444 8 – – 2,452

Finance costs (4,198) (2,569) – (4,829) (11,596)

Depreciation (8,081) (16,817) – (2) (24,900)

Impairment loss on property, plant and equipment (12,000) (2,000) – – (14,000)

Amortisation of intangible assets (2) (624) – – (626)

Impairment loss on available-for-sale fi nancial assets – (1,580) – – (1,580)

Income tax expense (1) (850) – – (851)

Share of profi t of associates and joint ventures 30,344 357 8,729 – 39,430



35 Segment information (continued)

Drilling OSVServiceAssets Others Total

US$’000 US$’000 US$’000 US$’000 US$’000

Group2015AssetsReportable segment assets 128,752 233,543 15,204 11,760 389,259Joint ventures 73,409 1,500 28,041 – 102,950Associates 38,860 – – – 38,860Total assets 241,021 235,043 43,245 11,760 531,069

LiabilitiesReportable segment liabilities 80,177 94,627 290 76,769 251,863Current income tax liabilities – 1,325 – – 1,325Deferred tax liabilities – 2,179 – – 2,179Total liabilities 80,177 98,131 290 76,769 255,367

Other segment informationCapital expenditure 72 23,823 10,838 8 34,741

2014RevenueSegment revenue 11,380 54,134 – 1,340 66,854Inter-segment revenue – – – (1,340) (1,340)Revenue from external parties 11,380 54,134 – – 65,514

Profi t/(loss) after tax 28,878 (11,820) – (1,167) 15,891Interest income 1,822 444 – – 2,266 Finance costs (2,279) (1,083) – (1,371) (4,733) Depreciation (2,021) (5,508) – – (7,529) Amortisation of intangibles – (2,154) – – (2,154)Impairment of goodwill – (15,414) – – (15,414)Impairment loss on available-for-sale fi nancial assets – (5,300) – – (5,300)Income tax credit – 433 – – 433Share of profi t of associates and joint ventures 24,390 (254) (70) – 24,066

AssetsReportable segment assets 139,274 286,515 – 3,872 429,661Joint ventures 53,974 1,143 33,322 – 88,439Associates 27,600 – – – 27,600Total assets 220,848 287,658 33,322 3,872 545,700

LiabilitiesReportable segment liabilities 101,292 101,431 – 85,467 288,190Current income tax liabilities – 374 – – 374Deferred tax liabilities – 2,829 – – 2,829Total liabilities 101,292 104,634 – 85,467 291,393

Other segment informationCapital expenditure 120,151 44,900 3,605 – 168,656



35 Segment information (continued)

Revenue

Revenue from external customers are derived primarily from the provision of chartering, ship repair services and maritime services. The breakdown of revenue is disclosed in Note 23.

Geographical information

Revenue from external customers are attributed to countries from which the entity derives revenue. Non-current assets are analysed by the geographical area in which the assets are located. Revenue of approximately US$34,909,000 (2014: US$42,829,000) is derived from 2 (2014: 2) external customers. These revenues are attributable to the provision of services in the drilling and OSV segments.

The following table provides an analysis of revenue and non-current assets by geographical area:

Group

2015 2014

US$’000 US$’000

Revenue

Singapore 10,516 4,360

Malaysia 2,585 3,565

Indonesia 142 5,373

Australia 514 2,371

United Arab Emirates 18,894 33,620

Mexico 28,790 11,380

United Kingdom 3,952 –

Brunei 2,569 –

Europe 1,655 –

Others 29 4,845

Total 69,646 65,514

Non-current assets

Singapore 209,942 236,888

China – 30

Mexico 210,407 233,044

United Arab Emirates 29,161 1,127

Others 15,396 –

Total 464,906 471,089

36 Reverse acquisition

On 30 July 2014, the Company acquired the entire issued and paid-up share capital of S&E, satisfi ed by the allotment and issue of 452,380,952 ordinary shares of the Company. The total number of issued ordinary shares in the Company increased from 218,649,252 shares to 671,030,204 shares.

The S&E acquisition had been accounted for as a reverse acquisition as the shareholders of S&E became the majority shareholders of the Company. The legal subsidiary (i.e. S&E) was therefore considered the acquirer for accounting purposes (Note 2). Accordingly, the cost of the reverse acquisition was allocated to the identifi able assets, liabilities and contingent liabilities of Swissco Holdings Limited Group prior to the reverse acquisition (“acquired group”) at their fair values as at the date of acquisition. The excess of the cost of the reverse acquisition over the net fair value of those items amounting to US$15.4 million was recognised as goodwill on the consolidated balance sheet.



36 Reverse acquisition (continued)

Details of the consideration paid, the assets acquired and liabilities assumed and the effects on the cash fl ows of the Group, at the acquisition date, are as follows:

(a) Purchase consideration

US$’000

Fair value of purchase consideration 158,055

(b) Effect on cash fl ows of the Group

US$’000

Cash paid –

Less: cash and cash equivalents in subsidiary acquired 9,609

Net cash received from reverse acquisition 9,609

(c) Identifi able assets acquired and liabilities assumed of Swissco Holdings Limited and its subsidiaries

At fair value

US$’000

Cash and cash equivalents 9,609

Trade and other receivables (Note (e) below) 13,025

Inventories 192

Other current assets 38,546

Investment in joint ventures (Note 12) 921

Property, plant and equipment (Note 13) 189,220

Available-for-sale fi nancial assets (Note 6) 9,240

Other non-current assets 1,307

Order backlog (included in intangible assets) (Note 14(b)) 2,986

Total assets 265,046

Trade and other payables (23,605)

Income tax liabilities (944)

Borrowings (93,149)

Deferred tax liabilities (Note 18) (3,297)

Other payables (1,410)

Total liabilities (122,405)

Total identifi able net assets 142,641

Add: Goodwill (Note 14(a)) 15,414

Consideration transferred for the business 158,055

Goodwill arose as a result of the increase in share price of the Company between the date of signing of the Sale and Purchase agreement and the completion date of the reverse acquisition.

(d) Acquisition-related costs

Total acquisition-related costs amounted to US$2,275,000. Out of which, US$443,000 were incurred post-acquisition and included in professional fees in the consolidated statement of comprehensive income.



36 Reverse acquisition (continued)

(e) Acquired trade and other receivables

The fair value of trade and other receivables was US$13,025,000 and included trade receivables with a fair value of US$12,670,000. The gross contractual amount for trade receivables due is US$14,062,000, of which US$1,392,000 is expected to be uncollectible.

(f) Revenue and profi t contribution

The acquired group contributed revenue of US$54,134,000 and net profi t of US$10,528,000 to the Group for the period from 1 August 2014 to 31 December 2014.

Had the acquired group been consolidated from 1 January 2014, the consolidated revenue and consolidated profi t after tax for the year ended 31 December 2014 would have been US$89,031,000 and US$20,610,000 respectively.

37 Comparative information

(a) During the current year, the Group changed its classification of depreciation and amortisation expenses from cost of sales to other expenses in the Group’s profi t or loss and other comprehensive income. Management believes that this provides a more relevant presentation of the expenses. This reclassifi cation was applied retrospectively. The reclassifi cation had no impact on earnings per share and fi nancial position, and no net impact on the Group’s profi t or loss and other comprehensive income for the current and comparative period. Further details of the effects of the changes are set out below.

Consolidated profi t or loss and other comprehensive income 31 December 2014

Impact of reclassifi cation

As previously reported Adjustments

As restated

US$’000 US$’000 US$’000

Cost of sales 47,014 (9,683) 37,331

Other expenses 21,177 9,683 30,860

(b) The fi nancial statements of the Group for the year ended 31 December 2014 were audited by another auditor who expressed an unmodifi ed opinion on those statements on 31 March 2015.



38 Other matters

(a) As disclosed in Note 30(c) under “Critical accounting estimates, assumptions and judgements” in the consolidated fi nancial statements of the Group for the fi nancial year ended 31 December 2013 (FY2013), the Group’s available-for-sale fi nancial assets (“AFS”) had a carrying value of S$14,896,000 that was S$9,269,000 below its costs as at 31 December 2013. The decline in fair value of S$9,269,000 was recognised in other comprehensive income and accumulated in the fair value reserve. At the time when the FY2013 consolidated fi nancial statements were issued on 28 March 2014, the Group was of the opinion that the cumulative decline of S$9,269,000 were neither signifi cant nor prolonged and hence, did not reclassify it to profi t and loss during FY2013.

(b) The Group also disclosed that if the decline in fair value below cost was considered signifi cant or prolonged, the Group would record an impairment loss of S$9,296,000 for the fi nancial year ended 31 December 2013, being the reclassifi cation of the fair value loss included in the fair value reserve to profi t or loss.

(c) ACRA has reviewed the Company’s FY2013 Financial Statements under ACRA’s Financial Reporting Surveillance Programme and concluded that the FY2013 Financial Statements had not complied with paragraph 67 of FRS 39 Financial Instruments: Recognition and Measurement because the Group did not reclassify the cumulative fair value loss of S$9,296,000 on its available-for-sale investment from the fair value reserve to the profi t or loss when there was a signifi cant and prolonged decline in the fair value as at 31 December 2013; and

(d) ACRA has agreed to waive the restating and re-fi ling the audited FY2013 Financial Statements and the audited FY2014 Financial Statements, having considered that the Company had acquired the entire issued and paid-up share capital of Scott and English Energy Pte. Ltd. (“S&E”) on 30 July 2014 and accounted for the acquisition as a reverse acquisition. As the FY2014 consolidated fi nancial statements were prepared as a continuation of S&E’s fi nancial statements, the retained earnings and other equity balances at the date of the acquisition were those of S&E. The comparatives of the FY2014 consolidated fi nancial statements were also those of S&E. Accordingly, the non-compliance identifi ed by ACRA in the FY2013 Financial Statements would not have an impact on the FY2014 Financial Statements.

(e) Financial impact on FY2013 and FY2014 fi nancial statements

There is no fi nancial impact on the FY2014 consolidated fi nancial statements due to the reverse acquisition accounting when the Group acquired S&E in 2014, which is in accordance with FRS 103 Business Combination. There is also no fi nancial impact on the balance sheet of the Group as at 31 December 2014.

The fi nancial impact on the FY2013 consolidated fi nancial statements, should the Group reclassify the cumulative fair value loss of S$9,296,000 on its AFS investment from the fair value reserve to the profi t or loss is as follows:



38 Other matters (continued)

(e) Financial impact on FY2013 and FY2014 fi nancial statements (continued)

Consolidated statement of comprehensive income For the fi nancial year ended 31 December 2013


As previously reported Reclassifi cation

Asrestated

S$’000 S$’000 S$’000

Total profi t 23,189 (9,296) 13,893

Other comprehensive income 2,754 9,296 12,050

Total comprehensive income attributable to equity holders of the Company 25,943 – 25,943

Basic earnings per share (cents) 5.34 (2.14) 3.20

Diluted earnings per share (cents) 5.33 (2.13) 3.20

Consolidated balance sheet As at 31 December 2013


As previously reported Reclassifi cation

Asrestated

S$’000 S$’000 S$’000

Other reserves (9,865) 9,296 (569)

Retained earnings 57,019 (9,296) 47,723

Total reserves 47,154 – 47,154

There is no fi nancial impact on the balance sheet of the Company at 31 December 2013.

STATISTICS OFSHAREHOLDINGSAs at 18 March 2016


Number of issued shares: 672,448,704Class of shares: Ordinary Voting rights: One vote per shareTreasury Shares: Nil

Distribution of Shareholdings

Size of ShareholdingsNo. of

Shareholders % No. of Shares %

1 - 99 7 0.29 274 0.00

100 - 1,000 83 3.48 59,169 0.01

1,001 - 10,000 985 41.28 6,342,430 0.94

10,001 - 1,000,000 1,276 53.48 85,764,592 12.76

1,000,001 and above 35 1.47 580,282,239 86.29

TOTAL 2,386 100.00 672,448,704 100.00

Twenty Largest Shareholders

No. Name No. of Shares %

1 Tan Fuh Gih 96,520,329 14.35

2 Citibank Nominees Singapore Pte Ltd 88,399,600 13.15

3 Tan Wei Min 83,238,146 12.38

4 Raffl es Nominees (Pte) Limited 50,265,547 7.48

5 Kim Seng Holdings Pte Ltd 39,357,500 5.85

6 Robert Chua Swee Chong 36,572,163 5.44

7 Tan Da Peng (Chen Dapeng) 30,203,880 4.49

8 Quek Swee Choo 24,519,147 3.65

9 Loh Sok Beng 20,809,603 3.09

10 Tan Ah Ling 20,809,603 3.09

11 DBS Vickers Securities (Singapore) Pte Ltd 10,804,791 1.61

12 UOB Kay Hian Private Limited 9,862,668 1.47

13 Tan Ah Moy 8,323,948 1.24

14 CIMB Securities (Singapore) Pte. Ltd. 7,041,396 1.05

15 Cheong Choong Kong 5,753,469 0.86

16 DBS Nominees (Private) Limited 5,608,037 0.83

17 OCBC Securities Private Limited 4,710,771 0.70

18 Maybank Kim Eng Securities Pte. Ltd. 4,557,072 0.68

19 Hong Leong Finance Nominees Pte Ltd 4,172,900 0.62

20 Skyven Growth Opportunities Fund Pte Ltd 4,025,000 0.60

Total 555,555,570 82.63

STATISTICS OFSHAREHOLDINGSAs at 18 March 2016


Substantial Shareholders (As recorded in the Register of Substantial Shareholders as at 18 March 2016)

Name Direct Interest %(1) Deemed Interest %

Director

Tan Fuh Gih(2)(i)(ii) 96,520,329 14.35 39,557,500 5.88

Substantial Shareholders (other than Directors)

Kim Seng Holdings Pte Ltd 39,357,500 5.85 – –

Tan Kim Seng(2)(i) – – 39,357,500 5.85

Tan Hoo Lang(2)(i)(iii) – – 135,319,329 20.12

Tan Wei Min 83,238,146 12.38 – –

Robert Chua Swee Chong 36,322,163 5.40 – –

Notes:

(1) The percentage of issued share capital of the Company is calculated based on 672,448,704 ordinary shares (excluding treasury shares) as at 18 March 2016.

(2) (i) By virtue of Section 4 of the Securities and Futures Act, each of Tan Fuh Gih, Tan Kim Seng and Tan Hoo Lang holds more than 20% of the shares of Kim Seng Holdings Pte Ltd and they are deemed to be interested in the 39,357,500 shares of Swissco Holdings Limited held by Kim Seng Holdings Pte. Ltd.

(ii) Tan Fuh Gih is deemed to be interested in the 200,000 shares of Swissco Holdings Limited held through DBS Nominees Pte. Ltd.

(iii) Tan Hoo Lang is deemed to be interested in the shares of Swissco Holdings Limited held through the following nominee accounts:

(a) 80,000,000 shares held through UBS AG (Citibank Nominee) Pte. Ltd.; and

(b) 15,961,829 shares held through Credit Suisse (Singapore) Nominees Pte. Ltd.

Shareholdings held in the hands of Public

Based on the information available to the Company as at 18 March 2016, approximately 40.03% of the Company’s shares listed on the Singapore Exchange Securities Trading Limited was held in the hands of the public. Accordingly, the Company had complied with Rule 723 of the Listing Manual.

NOTICE OFANNUAL GENERAL MEETING


NOTCE IS HEREBY GIVEN that the Annual General Meeting of SWISSCO HOLDINGS LIMITED (the “Company”) will be held on Friday, 29 April 2016 at 10.00 a.m. at Republic of Singapore Yacht Club, 52 West Coast Ferry Road, Singapore 126887 for the purpose of transacting the following business:

ORDINARY BUSINESS

1. To receive and adopt the Directors’ Statement and Audited Financial Statements for the fi nancial year ended 31 December 2015 and the Independent Auditor’s Report thereon.

Resolution 1

2. To declare a fi rst & fi nal tax exempt (one-tier) dividend of 0.1 Singapore cent per ordinary share for the fi nancial year ended 31 December 2015.

Resolution 2

3. To approve the payment of Directors’ fees of S$438,000 for the financial year ending 31 December 2016, to be paid quarterly in arrears (2015: S$460,000).

Resolution 3

4. To re-elect Mr. Lim How Teck, a Director retiring pursuant to Article 107 of the Constitution of the Company. [See explanatory Note (i)]

Resolution 4

5. To re-elect Mr. Leslie Yeo Choon Hsien, a Director retiring pursuant to Article 107 of the Constitution of the Company. [See explanatory Note (ii)]

Resolution 5

6. To re-elect Mr. Lim Ban Hoe, a Director retiring pursuant to Article 117 of the Constitution of the Company.

Resolution 6

7. To re-appoint KPMG LLP as the Independent Auditor of the Company and to authorise the Directors of the Company to fi x their remuneration.

Resolution 7

SPECIAL BUSINESS

To consider and if thought fit, to pass the following resolutions as Ordinary Resolutions, with or without any modifi cations:

8. Authority to issue shares in the capital of the Company pursuant to Section 161 of the Companies Act, Cap. 50 of Singapore

Resolution 8

That pursuant to Section 161 of the Companies Act, Cap. 50 of Singapore, the Directors of the Company be authorised and empowered to:

(a) (i) issue shares in the Company (“Shares”) whether by way of rights, bonus or otherwise; and/or

(ii) make or grant offers, agreements or options (collectively, “Instruments”) that might or would require shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures or other Instruments convertible into shares,

at any time and upon such terms and conditions and for such purposes and to such persons as the Directors of the Company may in their absolute discretion deem fi t; and

(b) (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue shares in pursuance of any Instrument made or granted by the Directors of the Company while this Resolution was in force,

(the “Share Issue Mandate”)



provided that :

(1) the aggregate number of shares (including shares to be issued in pursuance of the Instruments, made or granted pursuant to this Resolution) to be issued pursuant to this Resolution shall not exceed 50% of the total number of issued shares (excluding treasury shares) in the capital of the Company (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of shares to be issued other than on a pro rata basis to existing shareholders of the Company (including shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) shall not exceed 20% of the total number of issued shares (excluding treasury shares) in the capital of the Company (as calculated in accordance with sub-paragraph (2) below);

(2) (subject to such calculation as may be prescribed by the Singapore Exchange Securities Trading Limited (the “SGX-ST”)) for the purpose of determining the aggregate number of shares that may be issued under sub-paragraph (1) above, the percentage of issued shares shall be based on the number of issued shares (excluding treasury shares) in the capital of the Company at the time of the passing of this Resolution, after adjusting for:

(a) new shares arising from the conversion or exercise of any convertible securities;

(b) new shares arising from exercising share options or vesting of share awards outstanding and subsisting at the time of the passing of this Resolution; and

(c) any subsequent bonus issue, consolidation or subdivision of shares

(3) in exercising the Share Issue Mandate conferred by this Resolution, the Company shall comply with the provisions of the Listing Manual of the SGX-ST for time being in force (unless such compliance has been waived by the SGX-ST) and the Constitution of the Company; and

(4) unless revoked or varied by the Company in a general meeting, the Share Issue Mandate shall continue in force until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is earlier.[See Explanatory Note (iii)]

9. The Proposed Renewal of The Share Buy Back Mandate Resolution 9

That:

(1) for the purposes of Sections 76C and 76E of the Companies Act, the exercise by the Directors of all the powers of the Company to purchase or otherwise acquire shares not exceeding in aggregate the Prescribed Limit (as defi ned hereinafter), at such price(s) as may be determined by the Directors from time to time up to the Maximum Price (as defi ned hereinafter), whether by way of:

(a) on-market purchases (“Market Purchases”), transacted on the SGX-ST through the ready market or, as the case may be, any other stock exchange on which the shares may for the time being be listed and quoted, through one or more duly licensed stockbrokers appointed by the Company for the purpose; and/or

(b) off-market purchases (“Off-Market Purchases”) (if effected otherwise than on the SGX-ST) in accordance with any equal access scheme as may be determined or formulated by the Directors as they may consider fi t, which scheme shall satisfy all the conditions prescribed by the Companies Act and the Listing Manual of the SGX-ST (the “Listing Rules”);

and otherwise in accordance with all other laws and regulations and the Listing Rules as may for the time being be applicable, be and is hereby authorised and approved generally and unconditionally (the “Share Buy Back Mandate”);



(2) any share that is purchased or otherwise acquired by the Company pursuant to the proposed renewal of the Share Buy Back Mandate shall, at the discretion of the Directors, either be cancelled or held in treasury and dealt with in accordance with the Companies Act;

(3) unless varied or revoked by the Company in general meeting, the authority conferred on the Directors pursuant to the proposed renewal of the Share Buy Back Mandate may be exercised by the Directors at any time and from time to time during the period commencing from the date of the passing of this Resolution and expiring on the earlier of:

(a) the date on which the next annual general meeting of the Company is held or required by law to be held;

(b) the date on which the share buy backs are carried out to the full extent mandated; and

(c) the date on which the authority contained in the Share Buy Back Mandate is varied or revoked by the Company in a general meeting; and

(4) the Directors be and are hereby authorised to complete and do all such acts and things (including executing such documents as may be required) as they may consider expedient or necessary to give effect to the transactions contemplated by this Resolution.

In this resolution:

“Prescribed Limit” means not more than 10% of the issued ordinary share capital (excluding treasury shares) of the Company as at the date of passing of this resolution (unless the Company has effected a reduction of the share capital of the Company in accordance with the applicable provisions of the Companies Act, at any time during the Relevant Period, in which event the issued ordinary share capital of the Company shall be taken to be the amount of the issued ordinary share capital of the Company as altered (excluding treasury shares that may be held by the Company from time to time));

“Relevant Period” means the period commencing from the date on which the last annual general meeting was held and expiring on the date the next annual general meeting is held or is required to be held, whichever is the earlier, after the date of this resolution; and

“Maximum Price”, in relation to a share to be purchased or acquired, means the purchase price (excluding brokerage, stamp duties, applicable goods and services tax and other related expenses) which shall not exceed;

(a) in the case of a Market Purchase, 105% of the Average Closing Price (as defi ned below) of the Shares; and

(b) in the case of an Off-Market Purchase pursuant to an equal access scheme, 120% of the Highest Last Dealt Price (as defi ned below); where

“Average Closing Price” means the average of the closing market prices of a Share over the last fi ve (5) market days, on which transactions in the shares were recorded, immediately preceding the date of the Market Purchase and deemed to be adjusted for any corporate action that occurs after the relevant fi ve-day period;

“Highest Last Dealt Price” means the highest price transacted for a Share as recorded on the market day on which there were trades in the shares immediately preceding the day of the making of the offer pursuant to the Off-Market Purchase; and



“day of the making of the offer” means the day on which the Company announces its intention to make an offer for the purchase of shares from Shareholders, stating the purchase price (which shall not be more than the Maximum Price calculated on the foregoing basis) for each share and the relevant terms of the equal access scheme for effecting the Off-Market Purchase. (Please refer to the Appendix to this Notice for details)

10. The Proposed Grant of an Award under the Plan to Mr. Tan Fuh Gih, a Controlling Shareholder and an Executive Director of the Company

Resolution 10

That, approval be and is hereby given for the grant of an Award of 656,100 Shares under the Plan to Mr. Tan Fuh Gih, a Controlling Shareholder and Executive Director of the Company. (Please refer to the Appendix to this Notice for details)

11. The Proposed Participation of Mr. Tan Wei Min, an Associate of a Controlling Shareholder, Mr. Tan Fuh Gih, and an Executive Offi cer of a subsidiary of the Company, in the Plan

Resolution 11

That approval be and is hereby given for the participation in the Plan by Mr. Tan Wei Min, an Associate (as defi ned below) of a Controlling Shareholder, Mr. Tan Fuh Gih, and an Executive Offi cer of a subsidiary of the Company.

In this notice, “Associate” in relation to any director, chief executive offi cer, substantial shareholder or controlling shareholder means (a) his immediate family; (b) the trustees of any trust of which he or his immediate family is a benefi ciary or, in the case of a discretionary trust, is a discretionary object; and (c) any company in which he and his immediate family together (directly or indirectly) have an interest of 30% or more.

12. The Proposed Grant of an Award under the Plan to Mr. Tan Wei Min, an Associate of a Controlling Shareholder, Mr. Tan Fuh Gih, and an Executive Offi cer of a subsidiary of the Company

Resolution 12

That, approval be and is hereby given for the grant of an Award of 112,000 Shares under the Plan to Mr. Tan Wei Min, an Associate of a Controlling Shareholder, Mr. Tan Fuh Gih, and an Executive Offi cer of a subsidiary of the Company.(Please refer to the Appendix to this Notice for details)



NOTICE IS HEREBY GIVEN that the Share Transfer Books and Register of Members of the Company will be closed on 11 May 2016 for the purpose of determining members’ entitlements to the proposed fi rst & fi nal tax exempt (one-tier) dividend for the fi nancial year ended 31 December 2015 (the “Proposed Dividend”). Duly completed transfers received by the Company’s Share Registrar, Boardroom Corporate & Advisory Services Pte. Ltd., 50 Raffl es Place, #32-01 Singapore Land Tower, Singapore 048623, up to 5.00 p.m. on 10 May 2016 will be registered to determine the Proposed Dividend entitlements. Members (being depositors) whose securities accounts with The Central Depository (Pte) Limited are credited with ordinary shares as at 5.00 p.m. on 10 May 2016 will rank for the Proposed Dividend.

The Proposed Dividend, if approved at the Annual General Meeting of the Company to be held on 29 April 2016, will be paid on 18 May 2016.

By Order of the BoardTan Ching Chek Company SecretarySingapore, 14 April 2016

Explanatory Notes:

(i) Mr. Lim How Teck, upon re-election as a Director of the Company, remains as the Chairman of the Board of Directors and the Remuneration Committee and a member of the Audit Committee and the Nominating Committee. Mr. Lim is considered an Independent Director pursuant to Rule 704(8) of the Listing Manual of the SGX-ST.

(ii) Mr. Leslie Yeo Choon Hsien, upon re-election as a Director of the Company, remains as the Chairman of the Audit Committee and a member of the Remuneration Committee and the Nominating Committee. Mr. Yeo is considered an Independent Director pursuant to Rule 704(8) of the Listing Manual of the SGX-ST.

(iii) (a) The Resolution 8, if passed, will empower the Directors of the Company from the date of this Annual General Meeting until the date of the next Annual General Meeting of the Company, or the date by which the next Annual General Meeting of the Company is required by law to be held or such authority is varied or revoked by the Company in general meeting, whichever is the earlier, to issue shares, make or grant instruments convertible into shares and to issue shares pursuant to such instruments, up to a number not exceeding, in total, 50% of the total number of issued shares (excluding treasury shares) in the capital of the Company, of which up to 20% may be issued other than on a pro rata basis to existing members of the Company.

(b) For determining the aggregate number of shares that may be issued, the percentage of issued shares in the capital of the Company will be calculated based on the total number of issued shares (excluding treasury shares) in the capital of the Company at the time this Resolution is passed after adjusting for new shares arising from the conversion or exercise of the Instruments or any convertible securities, the exercise of share option or the vesting of share awards outstanding or subsisting at the time when this Resolution is passed and any subsequent consolidation or subdivision of shares.

(iv) (a) The Resolution 9, if passed, will give the Company the fl exibility to undertake buy backs of the Shares at any time, subject to market conditions, during the period when the Share Buy Back Mandate is in force. A Share buy back at the appropriate price level is one of the ways through which the return on equity of the Group may be enhanced. Further, amongst others, a Share buy back provides the Company with a mechanism to facilitate the return of surplus cash over and above its ordinary capital requirements in an expedient and cost-effi cient manner. The Directors also expect that Share buy backs may also help mitigate against short term volatility of share price, offset the effects of short term speculation and bolster Shareholders’ confi dence. Share buy backs will also allow the Directors greater control over the Company’s share capital structure, dividend payout and cash reserves.

The buy back of Shares may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the EPS and/or NTA per Share of the Company and the Group, and will only be made when the Directors believe that such buy back would benefi t the Company and its Shareholders.

Shareholders should note that purchases or acquisitions of Shares pursuant to the Share Buy Back Mandate via market purchases or off-market purchases will only be made when the Directors believe that such purchases or acquisitions would be made in circumstances which would not have a material adverse effect on the fi nancial position of the Company. (Please refer to the Appendix to this Notice for details)

For the foregoing reasons, the Directors seek to renew the Share Buy Back Mandate, which was approved by Shareholders at the annual general meeting held on 29 April 2015.



Notes:

1. A member entitled to attend and vote at the Annual General Meeting is entitled to appoint not more than two (2) proxies to attend and vote on his/her behalf. A member of the Company which is a corporation is entitled to appoint its authorised representative or proxy to vote on its behalf. A proxy need not be a member of the Company.

2. Where a member appoints two proxies, he/she should specify the proportion of his/her shareholding to be represented by each proxy, failing which the appointments shall be invalid.

3. A member who is a relevant intermediary entitled to attend the meeting and vote is entitled to appoint more than two (2) proxies to attend and vote instead of the member, but each proxy must be appointed to exercise the rights attached to a different share or shares held by each member. Where such member appoints more than two (2) proxies, the appointments shall be invalid unless the member specifi es the number of shares in relation to which each proxy has been appointed.

“Relevant intermediary” means:

(a) a banking corporation licensed under the Banking Act, Cap. 19 of Singapore, or a wholly-owned subsidiary of such a banking corporation, whose business includes the provision of nominee services and who holds shares in that capacity;

(b) a person holding a capital markets services licence to provide custodial services for securities under the Securities and Futures Act, Cap. 289 of Singapore, and who holds shares in that capacity; or

(c) the Central Provident Fund Board established by the Central Provident Fund Act, Cap. 36 of Singapore, in respect of shares purchased under the subsidiary legislation made under that Act providing for the making of investments from the contributions and interest standing to the credit of members of the Central Provident Fund, if the Board holds those shares in the capacity of an intermediary pursuant to or in accordance with that subsidiary legislation.

4. A corporation which is a member of the Company may authorise by resolution of its directors or other governing body, such persons as it thinks fi t to act as its representative at the meeting.

5. The Proxy Form must be deposited at the Company’s registered offi ce at 21 Tuas Road Singapore 638489, not less than 48 hours before the time fi xed for holding the Annual General Meeting in order to be entitled to attend and to vote at the Annual General Meeting. The sending of a Proxy Form by a member does not preclude him from attending and voting in person if he fi nds that he is able to do so. In such event, the relevant Proxy Forms will be deemed to be revoked.

6. A Depositor’s name must appear on the Depository Register maintained by CDP as at 72 hours before the time fi xed for holding the Annual General Meeting in order to be entitled to attend and vote at the Annual General Meeting.

7. The instrument appointing a proxy or proxies must be signed by the appointor or his attorney duly authorised in writing. Where the instruction appointing a proxy is executed by a corporation, it must be executed either under its seal or under the hand of any offi cer or attorney duly authorised.

Personal Data Privacy:

By attending the Annual General Meeting and/or any adjournment thereof or submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the Annual General Meeting and/or any adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of the member’s personal data by the Company (or its agents) for the purpose of the processing and administration by the Company (or its agents) of proxies and representatives appointed for the Annual General Meeting (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the Annual General Meeting (including any adjournment thereof), and in order for the Company (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the “Purposes”), (ii) warrants that where the member discloses the personal data of the member’s proxy(ies) and/or representative(s) to the Company (or its agents), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member’s breach of warranty.

SWISSCO HOLDINGS LIMITEDCompany Registration Number: 200404711D(Incorporated in the Republic of Singapore)

ANNUAL GENERAL MEETING

PROXY FORM

IMPORTANT1. Pursuant to Section 181(1C) of the Companies Act, Cap. 50 of Singapore (the “Act”),

Relevant Intermediaries may appoint more than two (2) proxies to attend, speak and vote at the Annual General Meeting.

2. For investors who have used their CPF monies to buy Shares in the Company (“CPF Investors”), this proxy form is not valid for use and shall be ineffective for all intents and purposes if used or purported to be used by them.

3. CPF Investors are requested to contact their respective Agent Banks for any queries they may have with regard to their appointment as proxies or the appointment of their Agent Banks as proxies for the Annual General Meeting.

PERSONAL DATA PRIVACYBy submitting an instrument appointing a proxy(ies) and/or representative(s), the member accepts and agrees to the personal data privacy terms set out in the Notice of Annual General Meeting dated 14 April 2016.

I/We (Name), (NRIC/Passport No./Co. Regn. No.)

of (Address)

being a member/members of Swissco Holdings Limited (the “Company”) hereby appoint:

Name NRIC/Passport No. Proportion of shareholdings

No. of Shares %

Address

and/or (delete as appropriate)

Name NRIC/Passport No. Proportion of shareholdings

No. of Shares %

Address

or failing the person, or either or both of the persons, referred to above, the Chairman of the Meeting, as my/our proxy/proxies to attend and to vote for me/us on my/our behalf at the Annual General Meeting of the Company (the “Meeting”) to be held on Friday, 29 April 2016 at 10.00 a.m. at Republic of Singapore Yacht Club, 52 West Coast Ferry Road, Singapore 126887 and at any adjournment thereof. I/We direct my/our proxy/proxies to vote for or against the resolutions to be proposed at the Meeting as indicated hereunder. If no specifi c direction as to voting is given, the proxy/proxies will vote or abstain from voting at his/their discretion, as he/they will on any other matter arising at the Meeting.

No. ORDINARY RESOLUTIONS For AgainstORDINARY BUSINESS

1. Adoption of the Directors’ Statement, Audited Financial Statements and Report.2. Declaration of a First & Final Dividend.3. Approval of Directors’ Fees for the fi nancial year ending 31 December 2016.4. Re-election of Mr. Lim How Teck pursuant to Article 107.5. Re-election of Mr. Leslie Yeo Choon Hsien pursuant to Article 107.6. Re-election of Mr. Lim Ban Hoe pursuant to Article 117.7. Re-appointment of KPMG LLP as Independent Auditor

SPECIAL BUSINESS 8. Authority to issue shares under Section 161 of the Companies Act.9. The Proposed Renewal of Share Buy Back Mandate. 10. The Proposed Grant of an Award under the Plan to Mr. Tan Fuh Gih, a Controlling

Shareholder and Executive Director of the Company.11. The Proposed Participation of Mr. Tan Wei Min, an Associate of a Controlling

Shareholder, Mr. Tan Fuh Gih, and an Executive Offi cer of a subsidiary of the Company, in the Plan

12. The Proposed Grant of Award under the Plan to Mr. Tan Wei Min, an Associate of a Controlling Shareholder, Mr. Tan Fuh Gih, and an Executive Offi cer of a subsidiary of the Company.

Dated this day of 2016.

Total No. of Shares Held

Signature(s) of Member(s)/Common Seal

IMPORTANT: PLEASE READ NOTES OVERLEAF

Notes:

1. Except for a member who is a Relevant Intermediary as defi ned under Section 181(6) of the Act, a member is entitled to appoint not more than two (2) proxies to attend, speak and vote at the meeting. Where a member appoints more than one (1) proxy, the proportion of his concerned shareholding to be represented by each proxy shall be specifi ed in the proxy form.

2. Pursuant to Section 181(1C) of the Act, a member who is a Relevant Intermediary is entitled to appoint more than two (2) proxies to attend, speak and vote at the meeting, but each proxy must be appointed to exercise the rights attached to a different Share or Shares held by such member. Where such member appoints more than two (2) proxies, the number and class of Shares in relation to which each proxy has been appointed shall be specifi ed in the proxy form.

3. A proxy need not be a member of the Company.

4. If no name is inserted in the space for the name of your proxy on the form of proxy, the Chairman of the Meeting will act as your proxy.

5. Please insert the total number of Shares held by you. If you have Shares entered against your name in the Depository Register (as defi ned in Section 81SF of the Securities and Futures Act (Chapter 289) of Singapore), you should insert that number. If you have Shares registered in your name in the Register of Members of the Company, you should insert that number. If you have Shares entered against your name in the Depository Register and registered in your name in the Register of Members, you should insert the aggregate number of Shares. If no number is inserted, this form of proxy will be deemed to relate to all the Shares held by you.

6. The instrument appointing a proxy or proxies, duly executed, must be deposited at the registered offi ce of the Company at 21 Tuas Road Singapore 638489, not less than 48 hours before the time appointed for the Meeting.

7. The instrument appointing a proxy or proxies must be under the hand of the appointor or his attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed under its common seal or under the hand of its attorney or a duly authorised offi cer.

8. Where an instrument appointing a proxy or proxies is signed on behalf of the appointor by an attorney, the letter or power of attorney or a duly certifi ed copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy, failing which the instrument may be treated as invalid.

9. A corporation which is a shareholder may authorise by resolution of its directors or other governing body such person as it thinks fi t to act as its representative at the Meeting, in accordance with Section 179 of the Act.

10. The submission of an instrument or form appointing a proxy by a shareholder does not preclude him from attending and voting in person at the Meeting if he so wishes.

11. The Company shall be entitled to reject an instrument of proxy which is incomplete, improperly completed, illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specifi ed on the instrument of proxy. In addition, in the case of Shares entered in the Depository Register, the Company may reject an instrument of proxy if the shareholder, being the appointor, is not shown to have Shares entered against his name in the Depository Register as at 72 hours before the time appointed for holding the meeting, as certifi ed by The Central Depository (Pte) Limited to the Company.

12. CPF Investors who buy Shares in the Company may attend and cast their vote at the meeting in person. CPF Investors who are unable to attend the meeting but would like to vote, may inform CPF Approved Nominees to appoint Chairman of the Meeting to act as their proxy, in which case, the CPF Investor shall be precluded from attending the meeting.

SWISSCO HOLDINGS LIMITED(Company Registration No.: 200404711D)

21 Tuas Road Singapore 638489Telephone: (65) 6265 2855Facsimile: (65) 6264 1661

E-mail: [email protected]: www.swissco.net

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