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COSCO Corporation (Singapore) Limited<br />

A<br />

SINGAPORE<br />

New<br />

Dynamic<br />

COSCO Corporation (Singapore) Limited<br />

Annual Report 2004<br />

RCB Reg. No: 196100159G


VISION STATEMENT<br />

Our vision is to become one of the world leaders in<br />

shipping and ship repair. We are committed to building a<br />

value-driven enterprise that maximises quality earnings<br />

for the growth of the company, provides excellent<br />

services that satisfy a global customer base, and<br />

creates sustainable returns for our shareholders.<br />

Contents 01 Corporate Profile<br />

02 Building Scale<br />

04 Increasing Value<br />

06 Growing Opportunities<br />

08 COSCO At A Glance<br />

10 Financial Highlights<br />

12 Significant Events<br />

13 Chairman’s Letter<br />

14 President’s Statement<br />

18 Operations Review &<br />

Geographical Footprint<br />

20 <strong>Shipping</strong><br />

22 Ship Repair and Marine<br />

Engineering<br />

26 <strong>Shipping</strong> Agency<br />

28 Inside COSCO Corporation<br />

32 Board of Directors<br />

34 Board of Directors’ Profile<br />

36 Management Team<br />

37 Corporate Structure<br />

38 Financial Review<br />

41 Corporate Governance/<br />

Investor Relations<br />

49 Financial Statements


01<br />

Corporate Profile<br />

COSCO Corporation (Singapore)<br />

Limited<br />

A New Dynamic<br />

Established in 1993, COSCO Corporation (S) Ltd<br />

(“COSCO Corporation” or the “Group”) is the<br />

Singapore Exchange-listed subsidiary of China<br />

Ocean <strong>Shipping</strong> (Group) Company (“COSCO<br />

Group”), one of the top ten major shipping<br />

conglomerates in the world. COSCO Corporation<br />

has three core businesses, embracing ship repair<br />

and marine engineering, dry bulk shipping and<br />

shipping agency.<br />

Recent restructuring initiatives have seen<br />

the company transformed, and engaged on a<br />

dynamic new growth path. COSCO Corporation<br />

has successfully positioned itself to be a major<br />

shipping and shipping related group and one of the<br />

world leaders in ship repair through its ongoing<br />

dry bulk shipping fleet expansion and recent<br />

investments in seven major shipyards in China.<br />

COSCO Corporation is poised to continue seizing<br />

growth opportunities, and deliver sustainable<br />

shareholder returns. The firm Baltic Dry Bulk<br />

Index (BDI), growth of China trade and expanding<br />

international market in ship repair will fuel further<br />

growth for the Group in the new dynamic.<br />

COSCO Corporation (Singapore) Limited Annual Report 2004


02<br />

Building Scale<br />

COSCO Corporation<br />

(Singapore) Limited<br />

2<br />

1<br />

3<br />

4<br />

5<br />

6<br />

7Shipyards,<br />

no. 1<br />

in China


03<br />

Building Scale<br />

COSCO Corporation<br />

(Singapore) Limited<br />

Building Scale<br />

In a booming market where demand outstrips<br />

supply, scale enables us to capture more growth.<br />

We are expanding the size and the scope of our<br />

operations to provide greater breadth and depth<br />

in our core business offerings, and broaden our<br />

earnings base. In our shipping business, we are<br />

expanding our dry bulk carrier fleet by four ships<br />

over the next two years, which will increase our<br />

total fleet capacity to 1,000,000 dwt.<br />

In ship repair, we will become one of the largest<br />

ship repair and conversion companies in China,<br />

and one of the largest worldwide after our recent<br />

acquisition of 51% of COSCO Shipyard Group<br />

with its 7 shipyards. Our planned expansion in<br />

these yards will add another 1 million dwt to<br />

our capacity and include the largest dry dock<br />

in China. The scale of these facilities will enable<br />

us to attract not only more work but higher<br />

value projects, including oil rigs and<br />

major ship conversions.<br />

COSCO Corporation (Singapore) Limited Annual Report 2004


04<br />

Increasing Value<br />

COSCO Corporation<br />

(Singapore) Limited<br />

Share price<br />

Up<br />

124 %<br />

in one year


05<br />

Increasing Value<br />

COSCO Corporation<br />

(Singapore) Limited<br />

Increasing Value<br />

Our fundamental goal is to build shareholder<br />

value by creating a business which delivers<br />

sustainable, long-term growth. In this<br />

respect, the ultimate evidence of our ability<br />

to create value lies in the performance of our<br />

share price. In large part as a result of our<br />

restructuring initiatives, our share price has<br />

risen an impressive 500% over the last two<br />

years. This performance reflects the increase<br />

in top line growth we have created in all our<br />

core businesses, particularly ship repair and<br />

engineering. It is also due to improving our<br />

bottom line performance, by investing in IT<br />

to create cost efficiencies across the group<br />

and by deploying our capital as efficiently as<br />

possible. We are committed to maintaining<br />

this impressive performance by expanding<br />

our facilities and services to capture more<br />

growth, and by increasing the proportion<br />

of higher-yield contracts in our earnings<br />

base moving forward.<br />

COSCO Corporation (Singapore) Limited Annual Report 2004


06<br />

Growing Opportunities<br />

COSCO Corporation<br />

(Singapore) Limited<br />

China<br />

Imports<br />

Grew40 %


07<br />

Growing Opportunities<br />

COSCO Corporation<br />

(Singapore) Limited<br />

Growing Opportunities<br />

The current health of global trading activity as<br />

evidenced by the increase in the Baltic Dry Bulk<br />

Index (BDI) and the high volume of raw material<br />

imports into China promises a wealth of shipping<br />

and ship repair opportunities for us in the near<br />

future. In shipping, the consolidation of the BDI<br />

at last year’s high average levels combined with<br />

the increased capacity coming on stream in our<br />

dry bulk carrier fleet promises robust earnings<br />

growth through 2005. In ship repair, with the<br />

ageing nature of the global merchant fleet<br />

requiring the regular maintenance and repairs<br />

made mandatory by international shipping<br />

regulations, we are well positioned to capture a<br />

major slice of this growing market. To maximise<br />

our gains, we are augmenting our capacity and<br />

our capabilities in high value-added areas of<br />

repair and conversion that command a price<br />

premium. The growing offshore market,<br />

for one, will give us a niche opportunity in oil<br />

rig repair. Our strategic alliances with partners<br />

such as SembCorp Marine further open up<br />

new opportunities for us, such as skill upgrades<br />

through technology transfer, and access to<br />

new customers.<br />

COSCO Corporation (Singapore) Limited Annual Report 2004


08<br />

At A Glance<br />

COSCO Corporation<br />

(Singapore) Limited<br />

COSCO Corporation (Singapore) Ltd is a major ship repair, shipping and shipping related conglomerate. Headquartered<br />

in Singapore, COSCO Corporation has three main business units namely, ship repair and marine engineering, dry bulk<br />

shipping and shipping agency. COSCO Corporation owns major stakes in 7 leading ship repair yards in China, a marine<br />

engineering yard in Singapore, and an expanding fleet of 13 dry bulk carriers plying their trade between China’s ports and<br />

the rest of the world. COSCO Corporation is 55.07%-owned by the China Ocean <strong>Shipping</strong> (Group) Company, the largest<br />

shipping group and one of the top conglomerates in China.<br />

<strong>Shipping</strong><br />

COSCO Corporation’s dry bulk shipping<br />

business is undertaken by its wholly-owned<br />

subsidiary, COSCO (Singapore) Pte Ltd. COSCO<br />

(Singapore) owns and operates a fleet of 13 dry<br />

bulk carriers with a total combined carrying<br />

capacity of in excess of 700,000 dwt.<br />

The fleet transports dry bulk cargo such as<br />

iron ore, coal, steel, cement and fertiliser<br />

along international routes mostly in a tramping<br />

capacity, usually from China to key ports in<br />

the US, Europe, South America and South<br />

Africa, via Singapore. COSCO (Singapore) also<br />

charters its ships out to charterers or other<br />

ship owners. Its customers are mainly large,<br />

established international shipping companies<br />

based in Germany, Norway, Denmark, Greece,<br />

Switzerland, UK, USA and other countries.<br />

Two 74,000 dwt new dry bulk carriers are slated<br />

for delivery in FY2005, and two 55,000 dwt<br />

vessels are due in FY2006. With these four new<br />

vessels, the total tonnage capacity of COSCO<br />

Corporation’s fleet will jump 42% to almost<br />

1,000,000 dwt.<br />

Ship Repair and<br />

Marine Engineering<br />

COSCO Corporation offers ship repairing and<br />

marine engineering services through COSCO<br />

Nantong and COSCO Dalian and 90%-owned<br />

COSCO Marine Engineering (Singapore) Pte Ltd,<br />

which offers onsite and onboard engineering<br />

and repairs at its shipyard in Jurong, Singapore.<br />

On 1 January 2005, the company completed its<br />

acquisition of COSCO Shipyard Group which<br />

has seven shipyards strategically located in<br />

the most important sites along China’s eastern<br />

seaboard in Nantong, Dalian, Guangzhou,<br />

Shanghai, Tianjin, Xiamen and Zhoushan.<br />

COSCO Shipyard Group has, amongst<br />

others, the two largest cape size floating<br />

docks and four Panamax size docks in China<br />

which provide ship repair, ship conversion<br />

and jumbolisation, new builds, and oil rig<br />

manufacture and repair services.<br />

COSCO Shipyard Group will add substantially to<br />

the future growth of COSCO Corporation. The<br />

ship repair business is currently undergoing<br />

a massive expansion programme designed<br />

to increase COSCO Corporation’s ship repair<br />

capabilities and capacities. With this, the seven<br />

shipyards’ total docking capacity stand at<br />

955,000 dwt.<br />

<strong>Shipping</strong> Agency<br />

70% owned by COSCO Corporation, Costar<br />

<strong>Shipping</strong> Pte Ltd solely represents COSCO<br />

Corporation and the entire COSCO Group<br />

fleet that calls at Singapore.<br />

Costar <strong>Shipping</strong> canvasses for cargo from<br />

existing and potential clients to ensure that<br />

the COSCO Group’s vessels transiting through<br />

Singapore are loaded to maximum tonnage<br />

capacity. In addition, Costar <strong>Shipping</strong> provides<br />

agency services for full container and breakbulks.<br />

These include document preparation, the<br />

collection of freight, cargo operation, vessel<br />

husbanding, customs declaration,<br />

port authority coordination, administration<br />

and settlement of cargo claims, transshipment<br />

management, bunkering services and container<br />

handling. The agency handles virtually all types<br />

of containers and provides services to about<br />

100 to 110 vessels a month. Costar <strong>Shipping</strong><br />

also offers value-added services such as the<br />

recommendation of trucking, freight forwarding,<br />

stuffing, container depot, warehousing and<br />

storage services. Coslink (M) Sdn. Bhd.<br />

functions as the general shipping agent in<br />

Malaysia for the COSCO group’s entire fleet of<br />

ships, and provides the same comprehensive<br />

range of services as Costar in Singapore.


09<br />

At A Glance<br />

COSCO Corporation<br />

(Singapore) Limited<br />

No. of dry bulk carriers : 13<br />

Total fleet capacity : 700,000 dwt<br />

Services<br />

: The global transport of dry bulk cargo,<br />

typically, iron ore, coal, steel, cement, fertiliser<br />

Strengths<br />

: Extensive global network, high service<br />

standards<br />

Client base<br />

: Over 90% international, established<br />

shipping companies.<br />

Growth plans<br />

: Four large-capacity vessels slated for<br />

delivery in FY2005 and FY2006 to increase<br />

fleet capacity to almost 1,000,000 dwt in<br />

FY2006<br />

No. of shipyards : 2<br />

Total docking capacity : 640,000 dwt<br />

Services<br />

: Ship repair, ship conversion and jumbolisation,<br />

new builds, oil rig manufacture and repair,<br />

marine engineering<br />

Locations<br />

: Nantong and Dalian<br />

Strengths<br />

: Strategic locations, high service standards,<br />

high and increasing capacity and capabilities,<br />

internationally competitive prices<br />

Client base<br />

: Over 90% international, established<br />

shipping companies.<br />

No. of offices : 2<br />

Services<br />

: Document preparation, the collection of<br />

freight, cargo operation, vessel husbanding,<br />

customs declaration, port authority<br />

coordination, administration and settlement<br />

of cargo claims, transshipment management,<br />

bunkering services and container handling,<br />

cargo canvassing, and value-added services<br />

Strengths<br />

: Extensive global network, high service<br />

standards, high and increasing capacity of<br />

COSCO (Singapore)’s fleet<br />

Client base<br />

: Over 90% international, established<br />

shipping companies.<br />

COSCO Corporation (Singapore) Limited Annual Report 2004


10<br />

Financial Highlights<br />

COSCO Corporation<br />

(Singapore) Limited<br />

Profit and Loss Account 2000 2001 2002 2003 2004<br />

S$`m S$`m S$`m S$`m S$`m<br />

Turnover 162 152 102 92 116<br />

Operating Profit before Tax 5 17 2 13 37<br />

Share of Associate companies - - 4 17 36<br />

Taxation 4 3 1 5 6<br />

Profit from Ordinary Activities 10 14 5 25 67<br />

Minority Interest 1 1 1 1 1<br />

Profit for the year 9 13 4 24 66<br />

Profit and Loss Account 2000 2001 2002 2003 2004<br />

Other Data :<br />

Earnings per share (cents) 1.7 2.4 0.6 3.2 6.1<br />

Dividend per share (%) 2.5 3.0 3.5 5.0 10.0<br />

Dividend per share (cents) 0.5 0.6 0.7 1.0 2.0<br />

Dividend cover (times) 4.4 4.5 1.1 3.4 3.0<br />

Net Tangible Assets (cents) 28.5 31.6 28.7 25.17 29.67<br />

Gearing Ratio (Net of Cash) 1.5 1.7 1.6 0.5 0.2


11<br />

Financial Highlights<br />

COSCO Corporation<br />

(Singapore) Limited<br />

Net Assets $’m<br />

After-Tax Profit $’m<br />

323.5<br />

66<br />

162.8<br />

180.7<br />

186.9<br />

273.9<br />

24<br />

00 01 02 03 04<br />

13<br />

9<br />

4<br />

00 01 02 03 04<br />

Dividends Per Share (cents) and<br />

Earnings Per Share (cents)<br />

Turnover $’m<br />

6.1<br />

162<br />

152<br />

3.2<br />

102<br />

92<br />

116<br />

2.4<br />

2.0<br />

1.7<br />

1.0<br />

0.5 0.6 0.6 0.7<br />

00 01 02 03 04<br />

00 01 02 03 04<br />

Dividends Per Share (cents)<br />

Earnings Per Share (cents)<br />

COSCO Corporation (Singapore) Limited Annual Report 2004


12<br />

Significant Events<br />

COSCO Corporation<br />

(Singapore) Limited<br />

December<br />

Acquisition of 51% of COSCO Shipyard Group<br />

Co. Ltd completed.<br />

November<br />

Two Panama-incorporated subsidiaries, COS<br />

Orchid <strong>Shipping</strong> Inc. and COS Prosperity<br />

<strong>Shipping</strong> Inc. were dissolved.<br />

EGM approved acquisition of 51% of COSCO<br />

Shipyard Group Co Ltd.<br />

October<br />

COSCO Corporation awarded the Gold<br />

Award, the top prize among 15 companies, for<br />

entrepreneurship and commitment to good<br />

enterprise values. The competition was organised<br />

by Global Entrepolis Singapore as part of its<br />

inaugural International Brand Summit.<br />

September<br />

Entered conditional agreement to sell M.V.<br />

Sea Swan for US$11,150,000 as part of ongoing<br />

shipping fleet renewal exercise.<br />

Entered conditional agreement to acquire 51% of<br />

COSCO Shipyard Group Co Ltd, owner of 7 major<br />

shipyards in China, at a cost of RMB578m.<br />

May<br />

COSCO Group (China Ocean <strong>Shipping</strong> Group<br />

Companies) became a direct controlling<br />

shareholder of the Company with the transfer<br />

of 55.07% stake from COSCO Holdings<br />

(Singapore) Pte Ltd.<br />

180,757,078 new ordinary shares listed and<br />

quoted on SGX Mainboard pursuant to<br />

1-for-5 Bonus Shares issue.<br />

April<br />

Increased stake in COSCO Marine Engineering<br />

Pte Ltd from 60% to 90%<br />

March<br />

COSCO Corporation won the honour of becoming<br />

a blue chip component stock of the Straits Times<br />

Index (STI), the SGX’s main benchmark index.<br />

COSCO Corporation met stringent criteria to<br />

become a constituent of the London benchmark<br />

FTSE All-World Asia Pacific (Ex-Japan) Index.<br />

2004


13<br />

Chairman’s Letter<br />

COSCO Corporation<br />

(Singapore) Limited<br />

From an offshoot of the COSCO Group 10 years<br />

ago to a growing conglomerate in its own right,<br />

COSCO Corporation is emerging today as a<br />

major player in the international shipping and<br />

ship repair industry.<br />

The company’s overall performance this financial<br />

year was very encouraging. The excellent results<br />

we have achieved to date have demonstrated that<br />

the company is on target with its restructuring<br />

initiatives, and that focusing on shipping and<br />

ship repair is the right strategy to deliver<br />

sustainable profit growth in the years ahead.<br />

While economic cycles may change, I believe the competitive strengths<br />

we possess in both core businesses will enable us to create shareholder<br />

value on an ongoing basis.<br />

With the growth of raw materials imports into China and the positive<br />

global trading environment, the outlook is good, and the investments we<br />

are making to expand both core businesses over the next two years will<br />

position us to capture even more growth in the near future. Assuming that<br />

global economic conditions do not materially change over the next twelve<br />

months, we can look forward to another year of positive results in FY2005.<br />

I wish to express my deep appreciation to our parent, the COSCO Group<br />

for their strong support, and to the management of COSCO Corporation<br />

for their unstinting efforts in leading the company forward. I would also<br />

like to thank our Board members for their invaluable contributions, and<br />

the staff for their hard work over the last year.<br />

Lastly I would like to extend my gratitude to our loyal shareholders<br />

for your strong support over the years. Here’s to charting a successful<br />

future together.<br />

Captain Wei Jia Fu<br />

Chairman<br />

Captain Wei Jia Fu<br />

Chairman<br />

COSCO Corporation (Singapore) Limited Annual Report 2004


14<br />

President’s Statement<br />

COSCO Corporation<br />

(Singapore) Limited<br />

On behalf of the Board of Directors, I am<br />

pleased to present to you the Group’s<br />

annual report for the financial year ended<br />

31 December 2004.<br />

The year in review FY2004 was a rewarding<br />

year for COSCO Corporation in many ways,<br />

and I am proud of the results we have<br />

achieved. Given our vision of becoming one<br />

of the world leaders in ship repair and a major<br />

regional shipping group, and our promise to<br />

deliver sustainable income over the long term,<br />

this year marks the final stage on a journey<br />

of restructuring which began in 2002. The<br />

carefully considered restructuring efforts of<br />

the last two years have finally borne fruit, and<br />

I believe we have built a solid platform for<br />

future growth.<br />

Two milestones in particular, which are connected, stand out.<br />

The first was the acquisition of a 51% stake in our sister company<br />

the COSCO Shipyard Group. This move has literally transformed<br />

the company, pushing us immediately into the premier league of<br />

the world’s ship repairers, a subject I will return to later. The second<br />

related milestone was the boosting of our market capitalisation to<br />

S$1.2 billion, and the consequent inclusion of COSCO Corporation<br />

shares on the Strait Times Index and the London Financial Times<br />

Asia Pacific (excluding Japan) Index. A new dynamic is at work,<br />

and the evidence is plain for all to see.<br />

Overall performance<br />

Overall Group performance was excellent in 2004, exceeding<br />

expectations in several important respects, with profit margins<br />

having expanded across all businesses. Group turnover increased<br />

to S$116.3 million in FY2004, or 27% higher than the S$91.9 million<br />

achieved in 2003.<br />

Ji Hai Sheng<br />

President


15<br />

President’s Statement<br />

COSCO Corporation<br />

(Singapore) Limited<br />

Net profit rose by 173% to S$66.2 million versus S$24.3 million in<br />

2003, and was close to 16 times higher than the profit achieved in<br />

2002 when we embarked on the restructuring exercise. Net profit<br />

would have been even higher if not for a one-off provision we made<br />

for the revaluation of our remaining property interests. Likewise<br />

turnover and profit in all our remaining core businesses continued<br />

to register strong growth, underpinned by strong fundamentals.<br />

Since assuming the leadership of the<br />

company in 2001, my intention has been<br />

to reshape the Group to focus more on its<br />

core business of shipping, and to enhance<br />

its ability to generate what I call “Quality<br />

Income”... This strategy is what has driven our<br />

disposal of non-core assets, and to intensify<br />

our focus on ship repair and dry bulk shipping,<br />

which will become our future growth drivers.<br />

Our dry bulk shipping business posted a sterling performance,<br />

boosted by strong demand and the high freight rates secured on<br />

the renewals of charter hire contracts.<br />

<strong>Shipping</strong> turnover was S$92.2 million or 36.8% up compared to<br />

the S$67.4 million achieved in 2003. Gross profit likewise rose 62%<br />

to S$57.5 million on the back of the excellent margins, versus<br />

S$35.6 million in 2003.<br />

Due to the late-in-the-year finalisation of our investment in COSCO<br />

Shipyard Group in FY2004, turnover contributions from our shipyard<br />

subsidiaries will only be consolidated from the next financial year.<br />

Consequently, this year’s turnover comprises mainly revenue from<br />

our shipping business. However, share of profits from the shipyards<br />

soared 107% to S$36.4 million, exceeding full year forecasts and<br />

dramatically underscoring the potential in our ship repair business<br />

for future turnover and profit growth.<br />

Earnings per share was 6.1 cents compared to 2.7 cents the<br />

previous year. Net asset value per share increased to 29.7 cents,<br />

versus 25.2 cents in 2003.<br />

Dividend and bonus issue<br />

Bearing in mind another year of record performance and the<br />

positive outlook of the company, your board has proposed to<br />

reward shareholders for their support yet again with a first and<br />

final gross (one tier) dividend of 2 cent per share. This represents<br />

a payout ratio of approximately 32% of the profits attributable to<br />

the shareholders.<br />

Our growth strategy<br />

Since assuming the leadership of the company in 2001, my intention<br />

has been to reshape the Group to focus more on its core business<br />

of shipping, and to enhance its ability to generate what I call “Quality<br />

Income”. By this I mean higher value-added income where we have<br />

a niche advantage, and which is less vulnerable to the vagaries<br />

of economic cycles and market forces. This strategy is what has<br />

driven our disposal of non-core assets, and to intensify our focus<br />

on ship repair and dry bulk shipping, which will become our future<br />

growth drivers.<br />

China has become one of the major ship repair centres of the world.<br />

The quality and scope of the work available combined with its low<br />

cost base mean that this competitive advantage will remain for the<br />

foreseeable future. COSCO Shipyard Group is the largest shipyard<br />

company in China, and two out of its seven shipyards are the top<br />

two ship repair yards in China. All of them are strategically located<br />

alongside all the major ports on the eastern seaboard. With the<br />

growth of China trade and the ageing nature of the global merchant<br />

fleet requiring the regular maintenance and repairs made mandatory<br />

by international shipping regulations, we are in pole position to<br />

capture a bigger slice of this market.<br />

Currently more than 90% of the vessels repaired by the COSCO<br />

Shipyard Group are foreign owned, and this trend is increasing.<br />

COSCO Corporation (Singapore) Limited Annual Report 2004


16<br />

President’s Statement<br />

COSCO Corporation<br />

(Singapore) Limited<br />

Of even greater significance, the investments we have planned to<br />

improve the capabilities and scale of these yards will position us for<br />

much higher value added work commanding a price premium, such<br />

as oil rig repairs and ship conversions. In particular, the expansion we<br />

have planned at Dalian and Zhoushan will beef up current capacity<br />

overall from 955,000 dwt to 2.2 million dwt, and will augment the<br />

facilities at Zhoushan with the largest dry dock in China. This<br />

500,000 dwt dry dock, when completed by the second quarter of<br />

FY2006, will enable us to handle two VLCCs (Very Large Crude<br />

Carriers) simultaneously, and oil rigs.<br />

Underpinning our business endeavours are<br />

a commitment to the highest quality in our<br />

products and customer services, the highest<br />

standards of integrity and transparency in our<br />

business practices, and the highest sense of<br />

responsibility to our staff, the community and<br />

the environment...we benchmark ourselves<br />

against the best international standards, and<br />

are building a reputation for delivering on our<br />

commitments and promises.<br />

<strong>Shipping</strong>, our traditional mainstay, will remain a major contributor<br />

to our total revenue. Although this year saw the disposal of one<br />

vessel, “MV Sea Swan” from our fleet of 14 dry bulk carriers, we are<br />

expanding the fleet over the next two years, with two new dry bulk<br />

carriers planned for delivery in 2005 and two in 2006. These will<br />

greatly increase our shipping capacity and the income contributions<br />

from this business unit.<br />

At present, with the Baltic Dry Bulk Index consolidating near last<br />

year’s high due to the accelerating rate of trading activity globally,<br />

and the robust growth in demand for raw materials to support<br />

China’s expanding infrastructure needs and manufacturing sector,<br />

the demand for dry bulk shipping vessels is exceeding the supply.<br />

As most of our dry bulk carriers have been locked into long term<br />

contracts of one year with an option to renew for another year, our<br />

shipping income will remain high and stable over the coming year.<br />

With good market conditions expected to continue, any renewal<br />

of shipping contracts at the newly increased renewal rates will be<br />

beneficial to us.<br />

General financial position<br />

With all the investments described above, including the acquisition<br />

of 51% of the COSCO Shipyard Group, capital commitments are<br />

not expected to increase significantly. In the ship repair arm, the<br />

investments will be self-financing as the shipyards will fund the<br />

expansion of their operations and facilities out of their own cashflow<br />

and bank borrowings. Similarly in the shipping arm, the expansion of<br />

the dry bulk carrier fleet by four new vessels over the next two years<br />

will likewise be funded from the shipping unit’s own cashflow and<br />

bank borrowings.<br />

The overall increase in Group borrowings, and hence the gearing<br />

ratio, will therefore remain within a comfortable range, and<br />

the Group will be able to meet all its obligations. There is no<br />

requirement or need to raise or issue any share capital.<br />

Building to last<br />

We intend to build our growth on foundations that go beyond the<br />

material. Underpinning our business endeavours are a commitment<br />

to the highest quality in our products and customer services, the<br />

highest standards of integrity and transparency in our business<br />

practices, and the highest sense of responsibility towards our staff,<br />

the community and the environment. From the best practices we are<br />

committed to in corporate governance to the stringent operating and<br />

safety procedures we rigorously apply in our ships and shipyards, we<br />

benchmark ourselves against the best international standards, and<br />

are building a reputation for delivering on our commitments<br />

and promises.<br />

In terms of our staff team, I consider our people to be the real growth<br />

drivers of the business. We are therefore putting in place programmes<br />

both to recruit top talent from the industry and to nurture our existing


17<br />

President’s Statement<br />

COSCO Corporation<br />

(Singapore) Limited<br />

talent in both technical and management areas to realise their full<br />

potential with us. Within the parameters of the heavy industry in<br />

which we are now major players, we aim to provide the best career<br />

prospects for their future development, and the safest and healthiest<br />

environment possible to work in.<br />

Likewise in our shipping business, growing raw materials imports into<br />

China will be reflected in firmer freight rates, which will benefit charter<br />

renewals for the Group’s bulk carriers. The higher renewal rates we<br />

expect combined with the additional capacity coming on-stream over<br />

the next two years will add substantially to Group revenue in 2005.<br />

We also believe in the value of relationships, which is reflected in the<br />

strategic alliances we have established with industry partners and<br />

co-investors such as SembCorp Marine Limited, which has a 30%<br />

stake in COSCO Shipyard Group. It is also evident in the excellent<br />

relationship and support we enjoy with our parent, the COSCO<br />

Group. Both these relationships benefit us in terms of industry<br />

support, technology transfer and networking for enhanced<br />

business opportunities.<br />

Prospects and outlook<br />

With such fundamentals as a springboard, I believe that we are well<br />

poised for robust growth in the future. We will continue to focus on<br />

strengthening our two core businesses in shipping and ship repair<br />

and engineering, through organic growth and strategic acquisitions.<br />

In conclusion, barring unforeseen circumstances, we expect the<br />

current positive growth trend to continue in FY 2005.<br />

Besides strengthening our current<br />

capabilitties, we will expand them so as to<br />

broaden our scope of services for a wider<br />

range of clients. Of key importance is our<br />

building up of value-added services such as<br />

oil rig repair, ship conversions and new builds.<br />

In addition to increasing our opportunities in<br />

existing markets, we will explore new markets<br />

with potential for growth, and thus enhance<br />

value for customers and shareholders alike.<br />

Besides strengthening our current capabilities, we will expand them<br />

so as to broaden our scope of services for a wider range of clients.<br />

Of key importance is our building up of value-added services such<br />

as oil rig repair, ship conversions and new builds. In addition to<br />

increasing our opportunities in existing markets, we will explore<br />

new markets with potential for growth, and thus enhance value for<br />

customers and shareholders alike.<br />

In terms of prospects, we expect shipyard contributions from our<br />

subsidiary companies will remain strong in 2005, and with high<br />

charter rates, the profit momentum in our dry bulk shipping business<br />

will also continue to rise. The ship repair sector in China will continue<br />

to grow owing to the low cost base and the growth of China’s foreign<br />

trade. We expect more vessels will call at China’s ports needing<br />

repairs, and with our planned capacity expansions, we will be able to<br />

capture this growth.<br />

In appreciation<br />

On behalf of the management and Board of Directors, I would<br />

like to record my sincere gratitude to all our stakeholders – our<br />

shareholders, customers, bankers, business associates, and our loyal<br />

staff – for your ongoing support. It has been a very rewarding year,<br />

and it is your commitment that has made our success possible.<br />

I look forward to your continuing support as we progress together<br />

in the years ahead.<br />

Ji Hai Sheng<br />

President<br />

COSCO Corporation (Singapore) Limited Annual Report 2004


18<br />

Operations Review & Geographical Footprint<br />

COSCO Corporation<br />

(Singapore) Limited<br />

In September 2004, the Company announced its proposed<br />

acquisition of seven shipyards in China, all strategically<br />

located along China’s coast in close proximity to the main<br />

shipping routes. Sited in the Nantong, Dalian, Guangzhou,<br />

Shanghai, Tianjin, Xiamen and Zhoushan regions, the<br />

shipyards boost the COSCO Corporation’s leadership<br />

position in China’s ship repair sector.<br />

1. Tianjin<br />

2. Dalian<br />

3. Nantong<br />

4. Shanghai<br />

5. Zhoushan<br />

6. Xiamen<br />

7. Guangzhou


19<br />

Operations Review & Geographical Footprint<br />

COSCO Corporation<br />

(Singapore) Limited<br />

COSCO’s vast shipping network serves an extensive base of<br />

international clients, which make up over 90% of its shipping<br />

customers. Its dry bulk shipping fleet transports dry bulk<br />

cargo in a tramping capacity, often along the main trading<br />

sea routes from China to major ports in the US, Europe,<br />

South America and South Africa via Singapore.<br />

1. Conakry (Guinea)<br />

2. Lagos (Nigeria)<br />

3. Hamburg (Germany)<br />

4. Cape Town (South Africa)<br />

5. Ventspils (Latvia)<br />

6. Odessa (Ukraine)<br />

7. Suez (Canal)<br />

8. Aqaba (Saudi Arabia)<br />

9. Novorossivsk (Russia)<br />

10. Aden (Yemen)<br />

11. Bombay (India)<br />

12. Singapore<br />

13. Bangkok (Thailand)<br />

14. Kuantan (Malaysia)<br />

15. Shanghai (China)<br />

16. Hong Kong<br />

17. Albany (Australia)<br />

18. Lianyungang (China)<br />

19. Taichung (Taiwan)<br />

20. Onahama (Japan)<br />

21. Nagoya (Japan)<br />

22. Tokyo (Japan)<br />

23. Gladstone (Australia)<br />

24. Portland (USA)<br />

25. Los Angeles (USA)<br />

26. New Orleans (USA)<br />

27. Panama Canal<br />

28. Antofagasta (Chile)<br />

29. Seven Island (Canada)<br />

30. Puerto Quetzal (Venezuela)<br />

31. Santos (Brazil)<br />

COSCO Corporation (Singapore) Limited Annual Report 2004


20<br />

Operations Review<br />

COSCO Corporation<br />

(Singapore) Limited<br />

<strong>Shipping</strong><br />

COSCO Corporation’s dry bulk shipping business is undertaken by<br />

COSCO (Singapore) Pte Ltd, a wholly-owned subsidiary of COSCO<br />

Corporation. COSCO (Singapore) currently owns and operates a fleet<br />

of 13 dry bulk carriers with a total combined deadweight tonnage<br />

capacity of 700,000 dwt, and an average age of 10 years.<br />

These vessels transport dry bulk cargo such as iron ore, coal, steel,<br />

cement and fertiliser along international routes for global trade in<br />

a tramping capacity, or along main shipping routes. These are usually<br />

from China to the key ports in the US, Europe, South America and<br />

South Africa, with Singapore as a transshipment stopover.


21<br />

Operations Review<br />

COSCO Corporation<br />

(Singapore) Limited<br />

COSCO (Singapore) also charters ships out<br />

to chartering operators or other ship owners.<br />

The bulk of the company’s customers are<br />

large, established international ship owners<br />

and operators based in Germany, Norway,<br />

Denmark, Greece, Switzerland, the UK,<br />

USA and other countries. With these<br />

customers COSCO (Singapore) enjoys<br />

a good reputation and strong business<br />

relationships forged over many years.<br />

The year in review<br />

COSCO (Singapore) continued to deliver<br />

solid turnover and profit growth in FY2004,<br />

driven by increasing global trading activity,<br />

in particular the rising demand for dry bulk<br />

imports into China such as iron ore, cement,<br />

coal and grain. As a result, the Baltic Dry<br />

Bulk Index (BDI), which hit a historic high in<br />

FY2003, consolidated at around the same<br />

average level throughout FY2004.<br />

FY2004 therefore saw a strong increase<br />

in total revenue at S$92.2 million, or 36.8%<br />

more than FY2003. Profit before tax (PBT)<br />

however more than doubled during<br />

the year, rising to S$51.9 million from<br />

S$26.5 million in FY2003. This outstanding<br />

performance was in part due to an increase<br />

in freight rates during the year in review,<br />

with COSCO (Singapore) able to renew 8<br />

charter contracts at the higher charter rates.<br />

Most of the vessels were locked into one<br />

year contracts, with an option to renew<br />

for another year. Another factor was the<br />

maximum asset utilisation achieved during<br />

the year, with the good market conditions<br />

enabling full employment of the fleet’s total<br />

tonnage capacity.<br />

Overall, the shipping business remained the<br />

main contributor to COSCO Corporation’s<br />

turnover, providing a good and steady flow<br />

of quality income amounting to 79% of<br />

COSCO Corporation’s total turnover, and<br />

70% of profit before tax.<br />

Delivering operational excellence<br />

In order to maintain its competitive edge at<br />

the forefront of the industry, the company<br />

is committed to sustaining the highest<br />

levels of quality in service, operations and<br />

fleet condition. As part of its ongoing fleet<br />

renewal exercise, COSCO (Singapore) sold<br />

an ageing vessel, the “M.V. Sea Swan”,<br />

in December this year. However, the fleet<br />

is being expanded by four new dry bulk<br />

carriers, each with a tonnage capacity<br />

larger than the M.V. Sea Swan. The ships<br />

are currently being constructed and will be<br />

delivered over the next two years. The first<br />

two vessels, each with a capacity of<br />

74,000 dwt, will be delivered in FY2005,<br />

with two more 55,000 dwt vessels expected<br />

in the following year. With their delivery,<br />

the total tonnage capacity of COSCO<br />

Corporation’s dry bulk carrier fleet will be<br />

boosted to a record capacity of almost<br />

1,000,000 dwt.<br />

COSCO (Singapore)’s commitment to<br />

standards of quality are reflected in many<br />

other ways too. Having received ISO9002<br />

certification in 1998, the exceptional<br />

standard of the Company’s operations and<br />

vessels is also evident in the recent awarding<br />

of the highly coveted United States Coast<br />

Guard “Qualship 21: certificate of eligibility”<br />

to three COSCO (Singapore)’s fleet this year.<br />

Awarded to COS Cherry, COS Intrepid and<br />

COS Joy for their high quality practices in<br />

sustaining marine safety and environmental<br />

protection, this certification enables marine<br />

vessels to enter US territorial waters without<br />

the need for US Coastguard clearance.<br />

Outlook and prospects<br />

Given China’s rapid pace of growth and<br />

development and its resultant accelerating<br />

demand for dry bulk imports, the good<br />

market conditions in global trade and<br />

shipping are expected to improve further in<br />

FY2005. While the Baltic Dry Bulk Index is<br />

anticipated to fluctuate a little in the short<br />

term, the average is expected to remain at<br />

the current high levels throughout next year,<br />

which is good news for shipping income.<br />

Charter renewals are therefore expected to<br />

be high, with the majority of vessels locked<br />

into one-plus-one contracts. Furthermore,<br />

with the anticipated increase in cargo<br />

volume globally, the additional capacity<br />

coming on stream over the next two years<br />

will enable COSCO (Singapore) to capture<br />

maximum income from the rising demand<br />

of on-board cargo space.<br />

In addition to rising cargo volume, significant<br />

increases in bulk freight rates secured<br />

on renewals of charter hire contracts are<br />

expected to benefit COSCO (Singapore) in<br />

the coming year.<br />

DRY BULK FLEET<br />

Name of vessel Capacity Age<br />

(years)<br />

Handymax:<br />

M.V. Sea Phoenix 40,473 dwt 19<br />

M.V. Cos Fair 46,689 dwt 5<br />

M.V. Sea Crane 46,040 dwt 19<br />

M.V. Cos Hero 45,547 dwt 5<br />

M.V. Cos Bonny 46,864 dwt 8<br />

M.V. Cos Cherry 46,840 dwt 8<br />

M.V. Cos Knight 52,341 dwt 2<br />

M.V. Cos Lucky 52,341 dwt 1<br />

M.V. Cos Glory 46,680 dwt 5<br />

Panamax:<br />

M.V. Jurong Sea 69,203 dwt 21<br />

M.V. Cos Angel 65,029 dwt 21<br />

M.V. Cos Intrepid 74,061 dwt 3<br />

M.V. Cos Joy 74,073 dwt 3<br />

COSCO Corporation (Singapore) Limited Annual Report 2004


22<br />

Operations Review<br />

COSCO Corporation<br />

(Singapore) Limited<br />

Ship Repair and<br />

Marine Engineering<br />

COSCO Corporation’s ship repair operations began ten years ago with<br />

the foundation of its subsidiary, COSCO Marine Engineering (Singapore)<br />

Pte Ltd, which provides 24-hour marine engineering and ship repair<br />

services in Singapore. COSCO Corporation subsequently increased<br />

its ship repair capabilities with the acquisition of significant stakes in<br />

two of the largest shipyards in the COSCO Shipyard Group, COSCO<br />

(Nantong) Shipyard Co Ltd and COSCO (Dalian) Shipyard Co Ltd in 2002<br />

and 2003 respectively. This expansion culminated in September 2004,<br />

when COSCO Corporation announced its proposed acquisition of a<br />

51% stake in the entire COSCO Shipyard Group.


23<br />

Operations Review<br />

COSCO Corporation<br />

(Singapore) Limited<br />

Established in 1994, COSCO Shipyard<br />

Group is one of the largest ship repairing<br />

groups in China, with approximately 18% of<br />

the China market in 2003. It has seven ship<br />

yards, of which COSCO (Nantong) Shipyard<br />

and COSCO (Dalian) Shipyard are the top<br />

two ship repairing yards in China, in terms<br />

of earnings. With the acquisition, COSCO<br />

Corporation’s stakes in the Nantong and<br />

Dalian shipyards have risen to 75.5% and<br />

70.60% respectively. All seven shipyards<br />

are strategically located along China’s busy<br />

coastline in Nantong, Dalian, Guangzhou,<br />

Shanghai, Tianjin, Xiamen and Zhoushan.<br />

Together, they have a total docking capacity<br />

of 955,000 dwt.<br />

Currently, COSCO Corporation offers ship<br />

repair, marine engineering and related<br />

services, of which ship repair contributes<br />

about 91% of total earnings. Other services<br />

include specialised work such as ship<br />

conversion (including the conversion of<br />

dry bulk carriers to Ro-Ro vessels) and<br />

jumbolisation. They also include high valueadded<br />

services such as oil rig manufacture<br />

and repair, a sector recently identified as<br />

having good potential growth. New-builds<br />

are also undertaken, such as the building of<br />

four 250 dwt river barges for a US company<br />

in 2003.<br />

In addition to the above, through its<br />

subsidiary COSCO Marine Engineering<br />

(Singapore), COSCO Corporation offers<br />

marine engineering services and ship repair<br />

onsite as well as onboard ships at its<br />

6,571sqm waterfront shipyard in Jurong.<br />

Services provided include engine-room<br />

work, steel work, automation and hydraulic<br />

system repair, air-conditioning and<br />

refrigeration work, electrical work, workshop<br />

machining, precision engineering and the<br />

supply of spare parts.<br />

Over the past decade, COSCO Shipyard<br />

Group has repaired or converted thousands<br />

of ships from all over the world. The<br />

shipyards enjoy long-standing relationships<br />

with some of the most established shipping<br />

companies worldwide, the majority of<br />

whom are in the global top ten. International<br />

clients represent 90% of shipyard turnover,<br />

including major shipping companies in<br />

Greece, Germany, Norway, Denmark,<br />

UK, USA and Japan. The loyalty of these<br />

customers is testament to the quality of<br />

service and competitive pricing they receive,<br />

combined with timely delivery.<br />

The year in review<br />

COSCO Corporation’s ship repair business<br />

performed extremely well during the year<br />

in review, as expected. Specifically, total<br />

earnings from the associate ship repair<br />

and engineering companies increased<br />

over FY2003. Profit before tax soared<br />

to S$35.8 million, or 107% higher than<br />

the S$17 million achieved in FY 2003.<br />

The income contributed by the ship<br />

repair and engineering business this year<br />

represented 3% of COSCO Corporation’s<br />

total turnover. However, as earnings from<br />

the newly acquired shipyards will only be<br />

consolidated and reflected in FY2005, the<br />

contribution from ship repair will increase<br />

significantly, as will the turnover of the whole<br />

Group. It is anticipated that ship repair<br />

and engineering will contribute to 70-80%<br />

of COSCO Corporation’s total turnover in<br />

the future, while the shipping business will<br />

contribute about 20%.<br />

In terms of number of ships repaired and<br />

converted, a total of 499 ships were repaired<br />

and converted at COSCO Shipyard Group<br />

shipyards in FY2004. This was an increase<br />

of 8.9% compared to the 458 ships handled<br />

in the previous year. Considering the fact<br />

that the expansion programme is still<br />

underway and not all the shipyards were fully<br />

operational during the period of review, the<br />

total number of ships repaired or converted<br />

next year is expected to rise significantly.<br />

Types of vessels repaired or<br />

converted in FY2004<br />

Number of ships repaired at COSCO<br />

Shipyard Group shipyards in 2003<br />

and 2004<br />

2003 2004<br />

COSCO SHIPYARD GROUP 458 499<br />

COSCO Nantong 141 144<br />

COSCO Dalian 175 180<br />

COSCO Corporation (Singapore) Limited Annual Report 2004


24<br />

Operations Review<br />

COSCO Corporation<br />

(Singapore) Limited<br />

EXPANSION PLAN AND<br />

CAPACITIES OF SHIPYARDS<br />

COSCO Nantong<br />

– 2 floating docks (150,000 dwt, 80,000 dwt),<br />

3 berths (1.1km total)<br />

– Total 230,000 dwt<br />

COSCO Dalian<br />

– 2 floating docks (180,000 dwt,<br />

80,000 dwt), 1 dry dock (150,000 dwt),<br />

6 berths (1.6km total)<br />

– Total 410,000 dwt<br />

COSCO Guangzhou<br />

– 1 floating dock (Panamax size, 80,000 dwt),<br />

1 berth (405m)<br />

– Total 80,000 dwt<br />

COSCO Shanghai<br />

– 1 floating dock (30,000 dwt),<br />

1 berth (235m)<br />

– Total 30,000 dwt<br />

COSCO Xiamen<br />

– 1 floating dock (20,000 dwt)<br />

– 1 dry dock (35,000 dwt)<br />

– Total 55,000dwt<br />

COSCO Tianjin<br />

– 1 workshop<br />

COSCO Zhoushan<br />

– 1 dry dock (150,000 dwt)<br />

– 1 berth (500m)<br />

– Total 150,000 dwt<br />

Expansion initiatives<br />

COSCO Corporation is currently engaged<br />

in an aggressive expansion programme<br />

aimed at propelling its ship repair business<br />

to the top of the industry. The company is<br />

also developing its capabilities in higheryield,<br />

value-added services such as oil rig<br />

manufacture and repair, a promising growth<br />

driver in COSCO Corporation’s future.<br />

At COSCO (Dalian) Shipyard, work on a<br />

300,000 dwt floating dock commenced this<br />

year and is expected to be completed in<br />

October 2005. This new VLCC dock slated<br />

for completion in FY2005 will further boost<br />

the shipyard’s capacity by 31%. At COSCO<br />

(Zhoushan) Shipyard, work began on two<br />

additional berths and a 500,000 dwt dry<br />

dock early this year, which will come on<br />

stream in second quarter of FY2005 and<br />

second quarter of FY2006 respectively.<br />

These will be followed by the building of two<br />

smaller capacity dry docks in FY2006 and<br />

2007. By 2007, there will be a total of<br />

6 berths and four dry docks in Zhoushan.<br />

Upon completion, the Zhoushan shipyard<br />

will be the largest in China. Of even greater<br />

significance, its dry dock capacity will also<br />

be the greatest in China, with the ability<br />

to accommodate two VLCCs (“Very Large<br />

Crude Carriers”) for repair concurrently, and<br />

oil rigs. This increased capacity combined<br />

with the ability to undertake oil manufacture<br />

and repair will propel COSCO Corporation<br />

to the forefront of the still-underdeveloped<br />

offshore repair industry in China. It will<br />

also enable COSCO Corporation to charge<br />

premium prices, as Zhoushan shipyard<br />

will be the only shipyard in mainland China<br />

capable of repairing oil rigs.<br />

In the meantime, COSCO Corporation’s<br />

other shipyards under the COSCO Shipyard<br />

Group are also undergoing upgrading to<br />

enhance their capacities. This includes<br />

COSCO (Shanghai) Shipyard Co., Ltd which<br />

acquired a 30,000 dwt floating dock during<br />

the year in review.<br />

When all expansion works are completed<br />

and the shipyards are fully operational, it is<br />

expected that earnings from ship repair and<br />

engineering will grow by an average double<br />

digit growth per year, and will form the<br />

largest portion of the COSCO Corporation’s<br />

total revenue for the foreseeable future.<br />

Honing operational excellence<br />

COSCO Corporation’s increasing ship repair<br />

capabilities and capacities are paired with<br />

consistently high quality service standards.<br />

These are maintained through rigorous<br />

quality control checks and service training,<br />

as well as the application of the industry’s<br />

best practices in ensuring operational<br />

excellence. Additionally, our shipyards’<br />

staff’s expertise is regularly upgraded to<br />

SembCorp Marine’s standards in terms<br />

of management training and technology<br />

transfer. All the shipyards’ operating units<br />

have ISO9000 series accreditation. COSCO<br />

(Dalian) is the first shipyard in China to have<br />

been awarded ISO9001 certification for<br />

quality management across its operations.


25<br />

Operations Review<br />

COSCO Corporation<br />

(Singapore) Limited<br />

COSCO Corporation’s shipyards are<br />

equipped with top-of-the-line facilities.<br />

Besides being supported by excellent<br />

infrastructure, advanced IT systems and<br />

superb communications networks, the<br />

shipyards have generous sea frontage<br />

conducive to berthing operations. In addition<br />

to the current expansion programme, all<br />

shipyards undergo regular upgrading and<br />

enhancement.<br />

Timing is another attraction factor with<br />

COSCO Corporation. The strategic location<br />

of all its seven shipyards, in particular, the<br />

Zhoushan Shipyard, along China’s bustling<br />

coastline and the international shipping<br />

routes places COSCO Corporation’s<br />

shipyards in prime position to service ships<br />

requiring repairs and fast turnaround times.<br />

This gives it a competitive edge over other<br />

Chinese shipyards.<br />

Outlook and prospects<br />

The expected increase in global trade<br />

and shipping activity over the next few<br />

years as the Chinese economy grows<br />

promises a positive outlook for the ship<br />

repair industry in China. Combined with<br />

the inevitable ageing of the world’s fleet,<br />

and the increasingly stringent seaworthy<br />

standards imposed by insurers and<br />

international maritime industry regulations,<br />

the opportunity this represents for COSCO<br />

Corporation’s shipyards is enormous, and<br />

growing. COSCO Corporation’s increased<br />

ship repair capabilities and capacities will<br />

simply allow it to seize the advantage and<br />

capture more growth.<br />

China’s share of the global ship repair<br />

market is approximately 3.8%, of which the<br />

COSCO Shipyard Group represented 18.5%<br />

in FY2003. With China’s low cost base and<br />

its growing reputation for quality work, all<br />

signs point to a further rise in global market<br />

share in the coming year, with COSCO<br />

Shipyard Group in pole position to capture<br />

an even bigger slice. Beyond organic growth<br />

however, COSCO Corporation will also be<br />

sourcing for M&A opportunities to strengthen<br />

the ship repair business even more.<br />

The oil rig manufacture and repair business<br />

is anticipated to become one of the key<br />

revenue drivers in the future. Three factors<br />

for this inference are a perceived rising need<br />

for such specialised services in the future<br />

with the inevitable deterioration of oil rigs<br />

around the world, COSCO Corporation’s<br />

relative lack of major competitors in this field<br />

in the region, and COSCO Corporation’s<br />

increasing and as yet unrivalled capacity<br />

in oil rig manufacture and repair.<br />

It is therefore anticipated that as the global<br />

demand for ship and oil rig repair increases<br />

and China grows to become one of the<br />

major ship repair hubs of the world, COSCO<br />

Corporation will benefit from this trend, with<br />

another year of significant income and profit<br />

growth expected in FY2005.<br />

COSCO Corporation’s stakes in<br />

shipyards as of 31 Dec 2004<br />

COSCO Nantong 50%<br />

COSCO Dalian 40%<br />

COSCO Corporation (Singapore) Limited Annual Report 2004


26<br />

Operations Review<br />

COSCO Corporation<br />

(Singapore) Limited<br />

<strong>Shipping</strong> Agency<br />

Costar <strong>Shipping</strong> Pte Ltd was established as the sole shipping<br />

agent of COSCO Corporation and its parent, the COSCO Group,<br />

in Singapore. Costar <strong>Shipping</strong> acts on behalf of the entire COSCO<br />

Group fleet, including all vessels owned and operated by the<br />

COSCO Group’s various subsidiaries.


27<br />

Operations Review<br />

COSCO Corporation<br />

(Singapore) Limited<br />

Costar <strong>Shipping</strong> canvasses for cargo from<br />

both existing and potential clients to ensure<br />

that the COSCO Group’s vessels transiting<br />

through Singapore are loaded to maximum<br />

tonnage capacity. On average, about<br />

80 percent of the total shipments handled<br />

by Costar <strong>Shipping</strong> are transshipment<br />

consignments.<br />

In addition to its key role in cargo brokerage<br />

on behalf of COSCO Group’s vessels, Costar<br />

<strong>Shipping</strong> provides a full suite of agency<br />

services for full container and break-bulks.<br />

Costar <strong>Shipping</strong>’s comprehensive range<br />

of services covers document preparation<br />

including bills of lading and delivery orders,<br />

collection of freight, cargo operation, vessel<br />

husbanding, customs declaration, port<br />

authority coordination, administration and<br />

settlement of cargo claims, transshipment<br />

management, bunkering services and<br />

container handling.<br />

The bulk of Costar <strong>Shipping</strong>’s business is<br />

the provision of containerisation services<br />

to COSCO Container Lines’ customers.<br />

The agency handles virtually any type<br />

of containers from OOG (out-of-gauge)<br />

containers and GP or general purpose<br />

units also called dry containers, to reefer<br />

containers and hazardous containers (for<br />

dangerous cargo). Together with COSCO’s<br />

partner vessels from other carrier<br />

companies, Costar <strong>Shipping</strong> provides<br />

containerisation services of about 100<br />

to 110 vessels a month.<br />

In addition, Costar <strong>Shipping</strong> provides<br />

value-added services such as trucking,<br />

freight forwarding, stuffing, container<br />

depots, warehousing and storage.<br />

The year in review<br />

FY2004 was certainly a good year for Costar<br />

<strong>Shipping</strong>, with cargo demand outstripping<br />

supply globally, leading to rising freight<br />

rates. As a result, Costar <strong>Shipping</strong> achieved<br />

a 9% increase in profit to S$2.5 million<br />

in FY2004 from S$2.3 million in FY2003.<br />

Revenue remained steady at S$15.7 million<br />

in FY2004, compared to S$15.8 million<br />

in FY2003.<br />

Enhancing competitiveness with IT<br />

Costar <strong>Shipping</strong> always seeks to maintain<br />

its edge in a competitive market through the<br />

combined offering of attractive costs and<br />

high-quality, value-added services. In order<br />

to enhance its customer services, Costar<br />

<strong>Shipping</strong> launched a new e-commerce<br />

online platform during the year. This platform<br />

enables customers to track their cargo and<br />

access other customer-specific information<br />

online, at any time of the day, anywhere in<br />

the world.<br />

Outlook and prospects<br />

Costar <strong>Shipping</strong>’s business objectives are<br />

aligned with COSCO Corporation’s business<br />

strategies and corporate vision, and that of<br />

the parent COSCO Group. Bearing in mind<br />

that COSCO Group capacity in FY2004 was<br />

not enough to meet demand, revenue would<br />

have been even higher if the capacity was<br />

available. In order to capture this revenue<br />

growth, in addition to the planned expansion<br />

of COSCO Corporation’s dry bulk carrier<br />

fleet over the next two years, COSCO Group<br />

has also been gradually expanding its fleet<br />

of container ships by eight more 5,500 TEU<br />

vessels during the current year. These<br />

container ships will be phased in by<br />

second quarter 2005.<br />

Costar <strong>Shipping</strong> will therefore be ramping<br />

up its marketing efforts in FY2005 to<br />

canvass for more cargo to fill the new<br />

capacity. Currently, Costar <strong>Shipping</strong><br />

maintains long-term and mutually beneficial<br />

business relationships with a stable of clients<br />

consisting of large, international corporations<br />

in key industries worldwide. The company<br />

will expand this client base through<br />

marketing and promotion efforts, and by<br />

leveraging its network of agents and<br />

industry partners worldwide.<br />

With demand for containerised and dry bulk<br />

cargo in the international shipping industry<br />

still on the rise, the prospects for FY2005<br />

look very promising. Global demand for<br />

capacity is likely to outstrip supply for the<br />

foreseeable future, which means that the<br />

current strong freight rates are likely to<br />

remain firm. Combined with the scheduled<br />

capacity expansions by COSCO Corporation<br />

and COSCO Group, and the growing volume<br />

of trade with China, we expect another year<br />

of revenue and profit growth for Costar<br />

<strong>Shipping</strong> in 2005.<br />

Coslink (M) Sdn. Bhd. functions as the<br />

general shipping agent in Malaysia for the<br />

COSCO Group’s entire fleet of ships, and<br />

provides the same comprehensive range<br />

of services as Costar in Singapore.<br />

COSCO Corporation (Singapore) Limited Annual Report 2004


28<br />

Inside COSCO Corporation<br />

COSCO Corporation<br />

(Singapore) Limited<br />

Inside COSCO<br />

Corporation


29<br />

Inside COSCO Corporation<br />

COSCO Corporation<br />

(Singapore) Limited<br />

HUMAN RESOURCES<br />

Developing our people<br />

COSCO Corporation firmly believes that<br />

in order to realise its aspiration to become<br />

a world-class shipping and ship repair<br />

company, it has to attract, nurture and<br />

retain highly talented and committed<br />

people. COSCO Corporation seeks to<br />

continually build up its human capital in four<br />

fundamental ways – recruitment, training,<br />

succession planning and motivation.<br />

The first way is through the recruitment of<br />

quality staff, and in this respect COSCO<br />

Corporation seeks to source the kind of<br />

human talent that will propel the organisation<br />

forward in the future. Every year, COSCO<br />

Corporation carries out recruitment drives<br />

at the top universities in China to source<br />

for excellent graduates from a range of<br />

disciplines. In this way the business is<br />

enriched by the fresh perspectives and<br />

dynamism of young minds.<br />

The second is through training and skills<br />

development, which is imparted through<br />

a mix of in-house courses, professional<br />

courses in institutions of technical or higher<br />

learning, and training from international<br />

industry partners.<br />

Internally, regular in-house training courses<br />

are conducted for all levels of staff, to<br />

upgrade their skills and knowledge base.<br />

Prior to their commencement of work<br />

in shipping and ship repair operations,<br />

technical workers receive one to three<br />

months of prerequisite training in their<br />

areas of specialisation to equip them with<br />

the required technical skills. To maintain<br />

a rigorous quality standard across the<br />

organization, all technical workers are<br />

required to pass technical examinations<br />

in order to qualify for a permit that allows<br />

them to work on the ships. Their skills are<br />

then upgraded and honed on an ongoing<br />

basis through further in-house training<br />

for two weeks to one month each year. In<br />

addition, appraisals of all staff members<br />

are conducted every year to facilitate the<br />

evaluation of individual work performance.<br />

All staff receive regular upgrading of their<br />

information technology skills through<br />

in-house training or system training<br />

conducted by our vendors. When COSCO<br />

Group adopted the universal SAP system<br />

Group-wide this year, we sent several staff<br />

members to China for a month to learn<br />

about the new system so that they could<br />

help both in the implementation of the SAP<br />

system within COSCO Corporation and in<br />

the training of its use by all staff. Similarly,<br />

during the year, management level and<br />

key operational staff underwent training in<br />

the use of the IRIS-2 system which was<br />

introduced recently to better manage our<br />

electronic data. Likewise our financial staff<br />

received training from certified accounting<br />

firm Price Waterhouse Coopers.<br />

COSCO Corporation also leverages the<br />

international expertise of its partners to<br />

introduce new capabilities or train staff in<br />

a number of areas including engineering,<br />

management and safety. A prime example<br />

is COSCO Corporation’s strategic<br />

collaboration with Singapore’s SembCorp<br />

Marine to train and nurture key personnel<br />

in the management of the ship repair and<br />

engineering business.<br />

Middle management members are offered<br />

opportunities to further their knowledge and<br />

skills in institutions of higher learning such<br />

as the Nanyang Technological University<br />

in Singapore. Key senior management<br />

members are sent to countries with a strong<br />

maritime tradition such as Norway, in order<br />

to learn from the best in the industry.<br />

COSCO Corporation recognizes that the<br />

future success of the enterprise depends<br />

largely on the quality of the leadership,<br />

which in turn is dependent on effective<br />

succession planning. The individuals at the<br />

helm of COSCO Corporation are specially<br />

identified and selected in an ongoing<br />

succession planning programme. Potential<br />

leaders are then specifically groomed for top<br />

management roles via training programmes<br />

with strategic partners, as well as<br />

institutions of higher learning.<br />

Motivating our workforce<br />

The final way in which COSCO Corporation<br />

seeks to build the kind of committed<br />

workforce that will project its future growth,<br />

is through motivation. A motivated workforce<br />

is a productive workforce. Thus, besides<br />

financial incentives, COSCO Corporation has<br />

several programmes that aim to enhance<br />

staff loyalty and boost the productivity of<br />

the workforce.<br />

One such programme is the “Model<br />

Employee of the Company” award, open to<br />

all employees. Every year, model employees<br />

are selected to receive this award, based on<br />

their work performances for the year. Among<br />

other incentives, the selected employees<br />

are each given a week-long visit to China<br />

comprising of a visit to the COSCO Group’s<br />

Beijing headquarters.<br />

Another incentive is the Employee Share<br />

Options Plan (ESOP). Introduced in 1994,<br />

the ESOP is offered to key staff members<br />

such as senior management members<br />

and senior staff members as a tool for<br />

motivation. During the year in review, most<br />

of the options were exercised, demonstrating<br />

the high level of commitment there is to the<br />

company’s well-being.<br />

Ensuring staff welfare<br />

COSCO Corporation places the highest<br />

importance on staff well-being and several<br />

policies have been put in place to ensure<br />

that its staff keep in the best of health,<br />

and safe.<br />

Health benefits include yearly health checks<br />

and comprehensive medical insurance<br />

covering incidentals like dental charges and<br />

flu vaccinations. All COSCO Corporation’s<br />

ships carry medical personnel, and the<br />

shipyards have medical facilities on site.<br />

In terms of safety, COSCO Corporation<br />

has a reputation for maintaining the highest<br />

possible levels of safety throughout its three<br />

core business units. Safety standards are<br />

aligned with the industry’s best practices<br />

such as the International Safety Programme,<br />

and rigorously applied with stringent checks,<br />

as our ISO9002 accreditations demonstrate.<br />

In the ship repair unit, an internal safety<br />

audit team regularly conducts random spot<br />

checks at COSCO Corporation’s seven<br />

shipyards in China to ensure that safety<br />

standards are kept at high levels at all times.<br />

In the shipping business, COSCO<br />

Corporation’s high standards of safety<br />

recently received recognition through both<br />

ISO9002 certification and the United States<br />

Coastguards’ “Qualship 21: certificate of<br />

eligibility”. Widely considered the most<br />

rigorous and prestigious award in the<br />

international shipping industry, the latter was<br />

awarded to three of COSCO (Singapore)’s<br />

COSCO Corporation (Singapore) Limited Annual Report 2004


30<br />

Inside COSCO Corporation<br />

COSCO Corporation<br />

(Singapore) Limited<br />

fleet this year – COS Cherry, COS Intrepid<br />

and COS Joy – for their high quality<br />

practices in sustaining marine safety and<br />

environmental protection. This certification<br />

enables marine vessels to enter US waters<br />

without the need for US Coastguard<br />

clearance, for up to two years.<br />

INFORMATION TECHNOLOGY<br />

Along with its parent, the COSCO Group,<br />

COSCO Corporation is constantly looking<br />

at ways to leverage modern technology<br />

to enhance its services and business<br />

processes. Within the international<br />

shipping industry, more and more shipping<br />

transactions are being handled online, as are<br />

internal administrative functions. COSCO<br />

Corporation is therefore committed to<br />

keeping ahead in the new economy through<br />

the regular upgrading and enhancement of<br />

its information technology infrastructural<br />

and support systems.<br />

In order to enhance and streamline<br />

Group-wide communication and business<br />

processes, COSCO Group initiated a<br />

programme two years ago to introduce<br />

SAP software systems across the Group.<br />

This system creates a single integrated<br />

platform for management information,<br />

business analysis, financial management,<br />

human capital management, operations<br />

and corporate services.<br />

As part of this Group-wide technology<br />

enablement process, in FY2004 COSCO<br />

Corporation upgraded its corporate finance<br />

management system by integrating it with<br />

the Group SAP system. During the year,<br />

it also expanded its communications<br />

capabilities and business networking<br />

opportunities through the creation and<br />

implementation of new and improved<br />

e-commerce platforms.<br />

The advanced network now created<br />

enables seamless information integration,<br />

management and delivery, a critical<br />

component in the enabling of smooth<br />

transportation and logistics operational<br />

processes for COSCO Corporation and<br />

the COSCO Group. A main network<br />

links COSCO Group and its subsidiaries,<br />

delivering secure digital information across<br />

the Group.<br />

Our e-commerce platforms open up a world<br />

of business opportunities to us, bringing<br />

us closer to the customer and enabling<br />

us to conduct business electronically. In<br />

our shipping agency business unit, Costar<br />

<strong>Shipping</strong> introduced IRIS, a user-friendly<br />

information system enabling our customers<br />

to obtain real-time tracking information<br />

about their cargo at their own convenience.<br />

These information technology systems are<br />

developed by the COSCO Group’s in-house<br />

IT department. Staffed by IT professionals,<br />

the IT department is responsible for the<br />

maintenance and regular upgrading of all<br />

IT systems in the COSCO Group and its<br />

subsidiaries, as well as for the development<br />

of new, advanced IT support systems and<br />

functions. COSCO Corporation also has a<br />

dedicated IT department, responsible for<br />

the integration, maintenance and ongoing<br />

upgrading of the Group systems in order to<br />

improve work productivity internally and<br />

to provide increasing convenience<br />

to customers.<br />

CORPORATE SOCIAL RESPONSIBILITY<br />

At COSCO Corporation, a sense of<br />

responsibility to society as a whole is<br />

enshrined as a core value. We are committed<br />

to enhancing the welfare of the community<br />

at large, as well as adopting practices in<br />

our operations that cause the least possible<br />

damage to the natural environment.<br />

Caring for the less fortunate<br />

In FY2004, as part of our annual charity<br />

donations, COSCO Corporation donated<br />

more than S$50,000 in total to a variety of<br />

charity organisations. These included cash<br />

donations, fundraising and the sponsorship<br />

of charity events, and participation in<br />

charity fundraisers.<br />

Specifically, during the year, COSCO<br />

Corporation sponsored and participated<br />

in the SGX Bull Run. COSCO Corporation<br />

donated S$25,000 in total in order to support<br />

the running of the event. A management<br />

member from COSCO Corporation took part<br />

in the event, which involved a run to raise a<br />

donations for ten charity organisations.<br />

COSCO Corporation also donated money to<br />

the Community Chest through the Singapore<br />

Police Force’s charity drive as well as the<br />

Community Chest in FY2004.<br />

Protecting the environment<br />

In order to minimise the environmental<br />

impact of its shipping and ship repair<br />

and engineering businesses, COSCO<br />

Corporation applies rigorous standards<br />

of environmental safety in its operational<br />

processes. The US Coastguard “Qualship<br />

21: certificate of eligibility” and ISO9002<br />

certification mentioned above in the HR<br />

section include stringent environmental<br />

standards as part of the evaluation<br />

criteria. Above and beyond conformity to<br />

international environmental standards, the<br />

award of these certifications demonstrates<br />

the consistently high standards of pollution<br />

control and environmental safety achieved<br />

by COSCO Corporation.<br />

Nurturing the business community<br />

Above and beyond its commitment to<br />

the best international practices of its<br />

own industry, COSCO Corporation has<br />

a sense of responsibility to encourage<br />

and share best practice with the Chinese<br />

business community in Singapore as a<br />

whole. Its President, Mr Ji, in his recent<br />

appointment as the acting Chairman of the<br />

Chinese Enterprises Association (CEA),<br />

has undertaken the task of providing<br />

courses in corporate governance to<br />

publicly-listed Chinese firms in Singapore.<br />

Through these courses, Mr Ji hopes to<br />

encourage greater transparency and good<br />

corporate governance practices among<br />

Chinese enterprises so that the interests of<br />

shareholders would be better protected.<br />

As a board member of the Singapore<br />

International Chamber of Commerce,<br />

Mr Ji also seeks to promote good<br />

commercial practices by enterprises across<br />

industries, including COSCO Corporation.


31<br />

Inside COSCO Corporation<br />

COSCO Corporation<br />

(Singapore) Limited<br />

HUMAN RESOURCES<br />

Staff profile by age group<br />

Below 25 yrs 24 (12%)<br />

26-35 yrs 61 (32%)<br />

36-50 yrs 82 (43%)<br />

Above 50 yrs 25 (13%)<br />

Total 192 (100%)<br />

Staff profile by qualification<br />

Master’s degree 10 (5%)<br />

Degree 43 (22%)<br />

A levels (high school) 95 (50%)<br />

O levels (middle school) 34 (18%)<br />

Primary schl (below middle) 10 (5%)<br />

Total 192 (100%)<br />

COSCO Corporation (Singapore) Limited Annual Report 2004


32<br />

Board of Directors<br />

COSCO Corporation<br />

(Singapore) Limited<br />

Capt. Wei Jia Fu<br />

Chairman &<br />

Non-Executive Director<br />

Ji Hai Sheng<br />

President &<br />

Executive Director<br />

Yao Hong<br />

Vice President &<br />

Executive Director<br />

Li Jian Hong<br />

Non-Executive<br />

Director


33<br />

Board of Directors<br />

COSCO Corporation<br />

(Singapore) Limited<br />

Sun Yue Ying<br />

Non-Executive<br />

Director<br />

Zhou Lian Cheng<br />

Non-Executive Director<br />

Tom Yee Lat Shing<br />

Non-Executive &<br />

Independent Director<br />

Wang Kai Yuen<br />

Non-Executive &<br />

Independent Director<br />

Er Kwong Wah<br />

Non-Executive &<br />

Independent Director<br />

irector<br />

COSCO Corporation (Singapore) Limited Annual Report 2004


34<br />

Board of Directors’ Profile<br />

COSCO Corporation<br />

(Singapore) Limited<br />

Capt. Wei Jiafu<br />

Chairman and Non-Executive Director<br />

Capt. Wei Jiafu, President and CEO of<br />

COSCO, has headed the China Ocean<br />

<strong>Shipping</strong> (Group) Company (COSCO) since<br />

November 1998. Prior to that, he was in<br />

charge of COSCO’s asset operations and<br />

management as a senior executive in<br />

many COSCO subsidiaries in China and<br />

abroad. During his tenure as the President<br />

of COSCO (Singapore) Ltd, he turned it into<br />

a public listed company in 1993, marking<br />

COSCO’s entrance into the international<br />

capital market.<br />

With over ten years of seafaring experience<br />

as a captain and a PhD in ship and ocean<br />

structural design and manufacture and<br />

a master’s in shipping, Capt. Wei has<br />

a wealth of knowledge in international<br />

shipping management and operations.<br />

Capt. Wei has won awards for his<br />

contributions to the international shipping<br />

industry such as the ‘Economic Booster<br />

Award’ by the Massachusetts Alliance<br />

for Economic Development (MAED) in<br />

November 2004, and ‘Port Pilot Award’ by<br />

the Port Authority of Long Beach in March<br />

2004. Capt Wei is also a member of the<br />

Panama Canal Authority Advisory Board,<br />

the International Advisory Council of PSA<br />

Corporation and the China Shipowners’<br />

Association, as well as a chairman for<br />

the China Shipowners Mutual Assurance<br />

Association, the China Federation of<br />

Industrial Economics and China Group<br />

Companies Promotion Association,<br />

among others.<br />

Mr Ji Hai Sheng<br />

President and Executive Director<br />

Mr Ji has been the President of both<br />

COSCO Corporation (S) Ltd and COSCO<br />

Holdings (S) Pte Ltd since November 2000.<br />

A graduate from the Sichuan Institute of<br />

Foreign Languages, Mr Ji was employed at<br />

China Ocean <strong>Shipping</strong> Company in 1975,<br />

specialising in Container Operation and<br />

Management. From 1983 to 1988, he was<br />

appointed the Company Representative<br />

in the United States. Subsequently,<br />

Mr Ji was posted to COSCO Beijing as<br />

Director of Sino-European (Container<br />

Service) and Deputy General Manager<br />

(Freight Service Department). In 1992,<br />

Mr Ji became the Managing Director of<br />

COSCO-HIT Terminals (Hong Kong) Ltd<br />

and Assistant President of COSCO (Hong<br />

Kong) Group Company. He proceeded to<br />

become the Deputy Managing Director<br />

of COSCO Container Lines in Beijing four<br />

years later. From 1998 to 2000, Mr Ji was<br />

appointed Managing Director of the Asia<br />

Pacific Regional Headquarters of COSCO<br />

Container Lines.<br />

Mdm Yao Hong<br />

Vice President and Executive Director<br />

Mdm Yao has been the Vice President<br />

of COSCO Holdings (S) Pte Ltd and<br />

COSCO Corporation since November<br />

2000. Born in Beijing, Mdm Yao Hong<br />

graduated from Qingdao Marine College<br />

with a Bachelor in <strong>Shipping</strong> Management.<br />

She additionally holds a Certificate for<br />

professional and technical competence in<br />

Business Management from the Ministry of<br />

Communications. In 1984, Mdm Yao joined<br />

the COSCO Group as the Section Head<br />

in the Management Division. Nine years<br />

later, she became the Section Head of the<br />

Executive Division in COSCO Group and<br />

in 1998, was promoted to Assistant<br />

Division Head.<br />

Mr Li Jian Hong<br />

Non-Executive Director<br />

Mr Li was appointed the Executive Vice<br />

President of COSCO Group in 2000.<br />

Before that, he was the General Manager<br />

of Nantong Shipyard, Nantong Steel<br />

Company, and Nantong <strong>Shipping</strong> Company,<br />

and the Chairman of China International<br />

Marine Containers Co., Ltd.<br />

In 1995, Mr. Li took charge of the<br />

establishment of COSCO Industry<br />

Company and became its General<br />

Manager. He was also assistant to<br />

COSCO’s (COSCO Group) President<br />

and the company’s chief economist.<br />

Mr. Li has years of expertise in corporate<br />

operations and management, particularly<br />

in newbuilding, ship repairing and assets<br />

operating and management. Mr. Li has<br />

an MBA from University of East London,<br />

England, and a Master’s in Economic<br />

Management from Jilin University, China.


35<br />

Board of Directors’ Profile<br />

COSCO Corporation<br />

(Singapore) Limited<br />

Mdm Sun Yue Ying<br />

Non-Executive Director<br />

Mdm Sun joined COSCO Group in 1982,<br />

and became its Chief Financial Officer in<br />

December 2000 and a Party Committee<br />

Member of COSCO Group in April 2004.<br />

Prior to that, she was the Deputy Director<br />

of the Financial Department of COSCO<br />

Tianjin, the Financial Director of COSCO<br />

Japan ,the General Manager of the<br />

Finance & Capital Division of the COSCO<br />

Group, and the Deputy Chief Financial<br />

Officer of COSCO Group. A 1982 maritime<br />

accounting graduate from the Shanghai<br />

Maritime University, Mdm Sun has years<br />

of professional experience in accounting,<br />

assets-operating and financing.<br />

Mr Zhou Lian Cheng<br />

Non-Executive Director<br />

Mr Zhou has been a Non-Executive<br />

Director of COSCO Corporation since<br />

April 2001. He is also a Director and<br />

Vice President of COSCO (Hong Kong)<br />

Group Limited, a Director of COSCO<br />

Pacific Limited and a Director of COSCO<br />

International Holdings Limited. Prior to that,<br />

Mr Zhou was the General Manager of China<br />

Ocean <strong>Shipping</strong> Agency, Nanjing, and<br />

the Deputy General Manager of COSCO<br />

Asia Development Limited and COSCO<br />

(H.K.) Industry & Trade Holdings Limited.<br />

A graduate from Dalian Maritime University,<br />

Mr Zhou has extensive experience in<br />

corporate management.<br />

Mr Tom Yee Lat Shing<br />

Non-Executive & Independent Director<br />

Mr Yee was appointed to the Board on<br />

15 December 1993. He is a Non-Executive<br />

and Independent Director and was last<br />

re-elected as Director on 24 February 2003.<br />

He is Chairman of the Company’s Audit<br />

Committee and member of the Nominating<br />

and Remuneration Committees. Mr Yee<br />

is a Certified Public Accountant and<br />

was a partner of an international public<br />

accounting firm from 1974 to 1989. He<br />

has more than 35 years of experience in<br />

the field of accounting and auditing and<br />

extensive experience in handling major<br />

audit assignments of public listed and<br />

private companies in various industries,<br />

including insurance, manufacturing and<br />

retailing. He is currently a consultant.<br />

Mr Yee also sits on the boards of several<br />

listed companies, and is a fellow member<br />

of the Institute of Chartered Accountants in<br />

Australia, CPA (Australia), CPA (Singapore),<br />

associate member of the Institute of<br />

Chartered Secretaries and Administrators,<br />

and Council Member of CPA (Australia)<br />

– Singapore Division and the Institute of<br />

Certified Public Accountants of Singapore.<br />

Dr Wang Kai Yuen<br />

Non-Executive & Independent Director<br />

Dr Wang was appointed a Non-Executive<br />

Independent Director in 2001. Dr Wang<br />

has been a Member of Parliament for the<br />

Bukit Timah Constituency since 1984.<br />

Dr Wang was previously the Assistant<br />

Director for Research at the Institute of<br />

Systems Science at the National University<br />

of Singapore which he joined in 1982.<br />

Subsequently, he was the Director of Xerox<br />

Singapore Software Centre and Managing<br />

Director of Fuji Xerox Asia Pacific. In his<br />

latter capacity, Dr Wang was built up<br />

the software centre and assisted in the<br />

establishment of similar software centres<br />

in UK, India, China, Brazil and Ireland.<br />

Dr Wang’s directorships include<br />

ComfortDelgro Group Ltd, Asian Micro<br />

Holdings Ltd, Nylect Technologies,<br />

SuperBowl Holdings and Hiap Hoe Ltd.<br />

Mr Er Kwong Wah<br />

Non-Executive & Independent Director<br />

Mr Er is an Independent Director of five<br />

public listed companies, including COSCO<br />

Corporation (Singapore) Ltd. A Colombo<br />

Plan and Bank of Tokyo Scholar, he<br />

obtained a first class honours degree in<br />

Electrical Engineering at the University<br />

of Toronto, Canada, in 1970 and an MBA<br />

from the Manchester Business School,<br />

University of Manchester in 1978. He<br />

is a Board Member of the National<br />

Environment Agency, and Chairman of<br />

its Audit Committee. A former Permanent<br />

Secretary in the Singapore Civil Service, he<br />

had served in various ministries before his<br />

retirement. He is currently the Chairman<br />

of the Toa Payoh Central Citizens<br />

Consultative Committee and a member<br />

of the Bishan-Toa Payoh Town Council.<br />

COSCO Corporation (Singapore) Limited Annual Report 2004


36<br />

Management Team<br />

COSCO Corporation<br />

(Singapore) Limited<br />

Yao Hong<br />

Li Jian Xiong<br />

Ji Hai Sheng<br />

Ye Bin Lin<br />

Teo Chuan Teck<br />

Vice President<br />

Vice President<br />

President<br />

Finance Director<br />

Financial Controller<br />

Finance Controller


37<br />

Corporate Structure<br />

COSCO Corporation<br />

(Singapore) Limited<br />

COSCO Corporation<br />

(Singapore) Ltd<br />

COSCO (Singapore) Pte Ltd<br />

( 100% )<br />

Serene Sky <strong>Shipping</strong> Inc.<br />

Greenery <strong>Shipping</strong> Corporation S.A.<br />

Dynamism <strong>Shipping</strong> Corporation S.A.<br />

Cos Glory <strong>Shipping</strong> Inc.<br />

Hanbo <strong>Shipping</strong> Limited<br />

Sanbo <strong>Shipping</strong> Limited<br />

Cos Knight <strong>Shipping</strong> Inc.<br />

Cos Lucky <strong>Shipping</strong> Inc.<br />

Cos Orchid <strong>Shipping</strong> Pte Ltd<br />

Cos Prosperity <strong>Shipping</strong> Pte Ltd<br />

COSCO (Nantong) Shipyard<br />

Co., Ltd ( 50% )<br />

COSCO (Dalian) Shipyard Co.,<br />

Ltd<br />

( 40% )<br />

COSCO Marine Engineering<br />

(Singapore) Pte Ltd ( 90% )<br />

COSCO Engineering Pte Ltd<br />

COSTAR <strong>Shipping</strong> Pte Ltd ( 70% )<br />

Costar Agencies (M) Sdn. Bhd.<br />

CNF <strong>Shipping</strong> Agencies Pte Ltd<br />

CNF <strong>Shipping</strong> (M) Sdn. Bhd.<br />

COSLINK (M) Sdn. Bhd. ( 82.6% )<br />

Harington Property Pte Ltd<br />

( 100% )<br />

COSEM Pte Ltd<br />

( 50% )<br />

COSCO Container Depot Pte Ltd<br />

Marlene International Ltd<br />

( 100% )<br />

COSCO Corporation (Singapore) Limited Annual Report 2004


38<br />

Financial Review<br />

COSCO Corporation<br />

(Singapore) Limited<br />

Overview<br />

In FY2004, COSCO Corporation underwent further expansion to<br />

extend its focus beyond its traditional shipping business to ship<br />

repair as another major growth driver for the Company. At the same<br />

time, the Company continued building up its shipping business in<br />

order to keep at the forefront of the international shipping industry.<br />

Overall, FY2004 was an excellent year for bulk shipping, producing<br />

the best results attained since the Company’s inception. With the<br />

Baltic Dry Index reaching a historic high and averaging above 4,000<br />

points throughout the year, COSCO Corporation’s shipping arm<br />

reaped excellent profits. These will be sustained in the long-term<br />

by the Company’s adherence to its strategy of locking in profits by<br />

chartering its dry bulk carrier fleet on a long term basis. This mitigates<br />

the risk of the Company being adversely affected by the wide swing<br />

in the conventional shipping cycle.<br />

Long term stability and growth were additionally ensured by the<br />

Company’s strengthening of its stake in the ship repair business<br />

in China, a thriving industry with tremendous potential for growth.<br />

Previously, the Company owned 50% of the COSCO Nantong<br />

shipyard and 40% of COSCO Dalian, acquired on 1 February 2002<br />

and 15 August 2003 respectively.<br />

In September 2004, the Company signed a sale and purchase<br />

agreement to acquire 51% of the COSCO Shipyard Group Co Ltd<br />

to further develop this core business and bring the Company closer<br />

to realising its aspiration of being the largest ship repair company<br />

in China and one of the biggest in the world.<br />

Turnover<br />

The Company recorded a turnover of S$116.3 million for FY2004.<br />

This was an increase of 27% or S$24.4 million compared to FY2003<br />

which recorded S$91.9. This was due to better charter rates.<br />

Specifically, in the shipping business arm, turnover grew by 36.0%<br />

from S$67.4 million in FY2003 to S$92.2 million in FY2004 due to<br />

better charter rates.<br />

Cash flow from operating activities<br />

The cash flow generated from the Company’s operating activities<br />

exceeded that of the previous year. While S$62.8 million was<br />

generated in FY2003, the cash flow generated in FY2004 was higher<br />

at S$70.1 million. This was due to the extraordinary cash surplus<br />

that was derived from the firmer charter hire contracts.<br />

Cash flow from investing activities<br />

Both COSCO Nantong and COSCO Dalian shipyards continued to<br />

do well in FY2004. An increase in the number of ships requiring repair<br />

as well as the shipyards’ provision of higher value, high-tech repairs<br />

which enabled them to generate increased revenue resulted in better<br />

dividends from the two associated companies.<br />

Dividends<br />

A dividend of 1 cent per share was approved at the Company’s AGM<br />

and EGM on 20 April 2004. A special one-time bonus issue of 1 for<br />

every 5 held was also approved. This was a significant improvement<br />

in dividend payouts, and reflected the Company’s expansion of its<br />

capital base to enhance the liquidity of the company’s shares.<br />

For FY2004, the directors are recommending a first and final dividend<br />

of 2 cents per share. This represents a payout ratio of approximately<br />

32% of the profits attributable to the shareholders.<br />

Net borrowings<br />

The Company enjoyed a cash surplus as a result of a strong cash<br />

flow from its shipping business and the dividends income derived<br />

from its two ship repair associates, COSCO Nantong and COSCO<br />

Dalian. The Company’s periodic shipping loans were paid down<br />

according to the repayment schedules in order to trim the Company’s<br />

borrowings. The sale of an aged dry bulk carrier in the third quarter<br />

of FY2004 additionally enabled the Company to reduce its<br />

bank borrowings.<br />

Issued capital<br />

The capital issued in the year under review was S$217 million, an<br />

increase of S$38 million from S$179.6 million employed in FY2003.<br />

The return on issued capital was 30.5% as compared to 13.5%


39<br />

Financial Review<br />

COSCO Corporation<br />

(Singapore) Limited<br />

attained in FY2003. This improvement in return on capital employed<br />

is reflective of the Company’s ability to sustain its yield despite its<br />

expansion in the capital base during the year under review.<br />

Financial resources<br />

Besides good financial health, the Company has established good<br />

relations with both local and global financial institutions. As such,<br />

the Company enjoys both a good borrowing ability and secured<br />

credit facilities, available to the Company for the funding of new<br />

investments and other capital requirements. The Company is<br />

rigorous in its meeting of payments and honouring of obligations.<br />

Corporation tax<br />

In August 2003, the Company was awarded another ten years of tax<br />

exemption by the International Enterprise Singapore (iE Singapore)<br />

for its shipping profits under the “Approved International <strong>Shipping</strong>”<br />

scheme. Together with the concessionary tax rates enjoyed by<br />

COSCO Nantong and COSCO Dalian, this has enabled the Company<br />

to enjoy an effective rate much lower than the statutory corporate<br />

tax rate of 20%. The Company anticipates that these tax incentives<br />

will be sustained in the future.<br />

Redeemable convertible cumulative preference<br />

shares (RCCPS)<br />

The Company issued 33 million Redeemable Convertible Cumulative<br />

Preference Shares (RCCPS) in November 1999. These RCCPS<br />

were redeemable at the end of the fifth year. By the end of the tenor<br />

in November 2004, all the RCCPS had been either converted or<br />

redeemed. During 2004, a total of 256,548 RCCPS were converted<br />

to 1,282,740 Ordinary Shares at the approved conversion ratio of<br />

1 RCCPS to 5 Ordinary Shares of 20 cents each.<br />

Basic earnings per share (EPS)<br />

FY2004 recorded an EPS of S$6.1 cents. This was a significant<br />

increase of 125% as compared to S$2.7 in FY2003. This was the<br />

result of healthy profits from both the chartering of the dry bulk carrier<br />

fleet and sustainable profits from the ship repair business operated<br />

by the Company’s associated shipyard companies. The Company<br />

will continue to strive in the generation of quality earnings from its<br />

shipping and ship repair businesses in order to deliver strong EPS by<br />

developing its ship repair business strategically located along China’s<br />

trading coast.<br />

Net asset value per share<br />

In May 2004, the Company also issued a bonus issue of 1 share<br />

for every 5 held, resulting in an expansion of capital base from<br />

S$179.6 million to S$217 million The net asset value per share was<br />

29.67 cents on 1,085,471,000 shares. This was a 17.9% increase<br />

over a NAV of 25.17 cents per share in 2003. This increase was<br />

due to the retained profits the Company had built up over the year<br />

FY2004.<br />

Gross dividends and dividend cover<br />

Over the years, from FY2000 to FY2004, the Company’s paid<br />

dividends has progressively increased from 2.5% to 5% with the<br />

par value of twenty cent each.<br />

Despite a higher dividend payout in the last five years, the Company<br />

also improved on its dividend cover over the last three years from<br />

1.1 to 3.0 times. This indicates that the Company is able to deliver<br />

quality earnings and distribute more dividends to the shareholders.<br />

Although there is no stated dividend payout policy, the Company<br />

endeavours to pay out as much as it can after taking into account<br />

the cash flow needed to fund its expansion plans.<br />

Bonus issue<br />

In the EGM held on 18 May 2004, the Company’s shareholders<br />

approved a bonus issue for 1 share for every 5 held. This rewarded<br />

loyal shareholders and compensated them for the low dividend<br />

payouts over the past years.<br />

Shareholders’ funds and net assets<br />

At the start of FY2004, shareholders’ funds were S$271.2 million.<br />

This grew to S$321.9 million by the end of FY2004. Similarly, over the<br />

year under review, the net assets of the Company consolidating from<br />

S$273.9 million to S$323.6 million. The increase in shareholders’<br />

funds and total assets are indicators of the Company’s growth.<br />

Return on shareholders’ funds<br />

The Company fared well, yielding a healthy return of 20.56% on<br />

shareholders’ funds in FY2004. This was a remarkable increase<br />

as compared to the yield of 8.9% registered in FY2003.<br />

COSCO Corporation (Singapore) Limited Annual Report 2004


40<br />

Financial Review<br />

COSCO Corporation<br />

(Singapore) Limited<br />

Simplified group financial position<br />

The financial position of the company during the year under review<br />

was stronger than in the previous year. This reflects the Company’s<br />

effort to divest itself of its non-core businesses and concentrate in<br />

its shipping and ship repair activities.<br />

Borrowings<br />

The total amount of debts owed by the Company as of 31 December<br />

2004 consisted mainly of long term borrowings of S$135.8 million<br />

and short term borrowings of S$26.6 million. After deducting cash<br />

and near cash equivalents of S$94 million, the Company has a net<br />

debt of S$68.4 million.<br />

Gearing<br />

With the strong cash flow and a net cash balance of S$68.4 million,<br />

the gearing ratio stands at 0.2 times over the shareholders’ fund.<br />

This is lower than 0.5 times in FY2003.<br />

Financial resources<br />

The Group maintained sufficient cash and cash equivalent, internal<br />

generated cash flow and access to funding resources through<br />

committed banking facilities. The Company maintained flexibility<br />

in funding by ensuring that sufficient working capital lines were<br />

available for its use as and when needed.<br />

Financial<br />

Risk management is carried out under policies approved by the<br />

Board of Directors. The Board approve guidelines for overall risk<br />

management, including policies covering these areas:<br />

Foreign currencies rate risk<br />

The Company monitors its foreign currency exchange risks closely<br />

and will use derivative financial instruments to hedge their exposure<br />

when the exposure is significant.<br />

Interest rate risk<br />

The Company monitors the interest rates on borrowings closely to<br />

ensure that the borrowings are maintained at favourable rates, and<br />

will use derivative financial instruments to hedge the exposure when<br />

the exposure is significant.<br />

Credit risk<br />

The Company has policies in place to ensure that customers are<br />

of adequate financial standing and have appropriate credit history.<br />

Prudent liquidity risk management involves maintaining sufficient<br />

cash and funding through adequate and available credit facilities.<br />

Due to the dynamic nature of the Company’s businesses, the<br />

Company maintains flexibility in funding by keeping adequate<br />

credit facilities secured with established financial institutions.<br />

RISK MANAGEMENT OPERATION<br />

The Company takes its operations’ safety measures very seriously.<br />

The Company ensures that all safety measures are always in<br />

compliance with ISO standards and audits. Spot checks and<br />

dialogues at all workplaces are conducted on a regular basis to<br />

help maintain high standards of safety.


41<br />

Corporate Governance<br />

COSCO Corporation<br />

(Singapore) Limited<br />

CORPORATE GOVERNANCE STATEMENT<br />

This statement describes the corporate governance policies<br />

and practices of Cosco Corporation (Singapore) Limited (the<br />

“Company”) during the financial year under review. This is in line<br />

with the Singapore Exchange Securities Trading Limited (“SGX-<br />

ST”) requirement that issuers describe their corporate governance<br />

practices with specific reference to the Code of Corporate<br />

Governance (the “Code”) in their annual reports.<br />

Cosco Corporation (Singapore) Limited (the “Company”) is<br />

committed to practising good standards of corporate governance<br />

within the Company and its subsidiaries (the “Group”). The Group’s<br />

policies and practices are developed in full compliance with<br />

statutory and regulatory requirements to enhance transparency and<br />

accountability as well as to protect the interests of stakeholders. This<br />

is ensured by various self-regulatory and monitoring mechanisms<br />

implemented within the Group.<br />

BOARD MATTERS<br />

Principle 1: The Board’s conduct of its affairs<br />

The principal functions of the Board are to guide the corporate<br />

strategy and direction of the Company; to ensure effective<br />

management and safeguard the quality and integrity of the<br />

leadership, and to provide oversight in the proper conduct of the<br />

Company’s business.<br />

The Board comprises nine directors of whom two are executive<br />

directors, four are non-executive and three are non-executive<br />

independent directors. It also has four alternate directors to represent<br />

directors who are stationed overseas. The profile of the Directors are<br />

found on pages 34 and 35 of this Annual Report.<br />

The roles of Chairman and the President are undertaken by separate<br />

persons so as to create a clear division of responsibilities and<br />

maintain an effective oversight.<br />

The Board meets regularly to review the business strategies of the<br />

Group, and deliberate upon the tactical decisions of the Company<br />

and its subsidiaries including acquisitions and disposals. It also<br />

meets to review and approve the annual budget, the performance of<br />

the business, and the release of the quarterly and year-end results. .<br />

Where necessary, additional board meetings are also held on an ad<br />

hoc basis to address significant issues and transactions. The Board<br />

also meets to review the internal controls of the company and its<br />

subsidiaries, the internal and external audit reports, and executive<br />

directors’ remuneration. The Board members’ attendance at Board<br />

meetings and Board Committee meetings is shown on page 42.<br />

Besides attendance at formal meetings, a director’s contribution<br />

includes the guidance he provides the Management with, as well<br />

as the strategic relationships he brings to the Group. Changes to<br />

regulations and accounting standards are monitored closely by<br />

Management. Directors receive regular updates on relevant new<br />

laws and regulations, and evolving commercial risks and business<br />

conditions from the Company’s relevant advisors.<br />

Newly appointed directors are provided with background information<br />

about the Company and the Group, and are invited to visit the<br />

Group’s operations to enrich their understanding of its business<br />

operations. The Company’s Articles of Association also provide for at<br />

least one third of the Directors to retire from office by rotation at each<br />

Annual General Meeting (“AGM”). Retiring directors are eligible for<br />

re-election at the AGM.<br />

BOARD COMPOSITION AND BALANCE<br />

Principle 2: Strong and independent element on the Board<br />

The Board comprises the following members:<br />

1. Capt. Wei Jia Fu (Non-Executive)<br />

2. Mr Ji Hai Sheng (Executive)<br />

3. Mdm Yao Hong (Executive)<br />

4. Mr Li Jian Hong (Non-Executive)<br />

5. Mdm Sun Yue Ying (Non-Executive)<br />

6. Mr Zhou Lian Cheng (Non-Executive)<br />

7. Mr Tom Yee Lat Shing (Non-Executive/Independent)<br />

8. Dr Wang Kai Yuen (Non-Executive/Independent)<br />

9. Mr Er Kwong Wah (Non-Executive/Independent)<br />

10. Mr Gu Qi Chang (Alternate to Mr Wei Jia Fu)<br />

Resigned on 31/12/2004<br />

11. Mr Li Jian Xiong (Alternate to Mr Li Jian Hong)<br />

12. Mr Ye Bin Lin (Alternate to Ms Sun Yue Ying)<br />

13. Mr Liu De Tian (Alternate to Mr Zhou Lian Cheng)<br />

The majority of the directors are non-executive and independent of<br />

management. Together with a clear distinction between the roles of<br />

the Chairman and the President, this ensures an appropriate balance<br />

of power and authority at the top of the Group.<br />

The current size of the Board is appropriate for the facilitation of<br />

decision making. The Board will continue to review the size of the<br />

Board on an ongoing basis.<br />

The Board has three board committees, namely an Audit Committee,<br />

a Nominating Committee and a Remuneration Committee to assist<br />

in the effective discharge of specific functions in the Company. All<br />

Committees are chaired by an independent Director and consist<br />

mainly of independent directors.<br />

COSCO Corporation (Singapore) Limited Annual Report 2004


42<br />

Corporate Governance<br />

COSCO Corporation<br />

(Singapore) Limited<br />

As a team, the Board collectively provides core competencies in the areas of accounting, finance, business and management, as well as<br />

industry knowledge. The Directors’ academic and professional qualifications are shown on pages 34 and 35.<br />

During the year, the Board met, formally, a total of nine times, and also as warranted by particular circumstances or deemed appropriate by<br />

the Board members.<br />

Directors’ attendance at meetings of the Board and other Committees during the year is as follows:<br />

Name Board Audit Nominating Remuneration<br />

Committee Committee Committee<br />

Number of Meetings held: 9 Number of Meetings held: 5 Number of Meetings held: 1 Number of Meetings held: 2<br />

Number of Meetings attended Number of Meetings attended Number of Meetings attended Number of Meetings attended<br />

Wei Jia Fu – NA NA NA<br />

Sun Yue Ying – NA NA NA<br />

Ji Hai Sheng 9 NA 1 2<br />

Yao Hong 8 NA NA NA<br />

Zhou Lian Cheng – NA NA NA<br />

Li Jian Hong – NA NA NA<br />

Tom Yee Lat Shing 8 5 1 2<br />

Dr Wang Kai Yuen 8 5 1 2<br />

Er Kwong Wah 7 5 1 2<br />

Gu Qi Chang<br />

(Alternate to Wei Jia Fu) 4 NA NA NA<br />

Ye Bin Lin<br />

(Alternate to Sun Yue Ying) 9 4 NA NA<br />

Liu De Tian<br />

(Alternate to Zhou Lian Cheng) 9 NA NA NA<br />

Li Jian Xiong<br />

(Alternate to Li Jian Hong) 8 NA NA NA<br />

NA: Not Applicable<br />

CHAIRMAN AND CHIEF EXECUTIVE OFFICER<br />

Principle 3: Clear division of responsibilities at the top of the Company<br />

There is a clear division of responsibility between the Chairman and the President.<br />

The Chairman is responsible for the workings of the Board, ensuring the integrity and effectiveness of its governance process. In his absence,<br />

his appointed alternate and/or the President would act on his behalf.<br />

The President is the most senior executive in the Company and has full executive responsibilities over the business directions and operational<br />

decisions of the Group. He works closely with the Board to implement the policies set by the Board to realise the Group’s vision.


43<br />

Corporate Governance<br />

COSCO Corporation<br />

(Singapore) Limited<br />

BOARD MEMBERSHIP<br />

Principle 4: Formal and transparent process for appointment<br />

of new directors<br />

To create a formal and transparent process for the appointment of<br />

new directors, the Board has formed a Nominating Committee. This<br />

comprises the following members, a majority of whom, including the<br />

Chairman, are independent:<br />

Dr Wang Kai Yuen (Chairman) (Non-executive/Independent)<br />

Mr Ji Hai Sheng<br />

(Executive/Non-Independent)<br />

Mr Tom Yee Lat Shing (Non-executive/Independent)<br />

Mr Er Kwong Wah<br />

(Non-executive/Independent)<br />

The role of the Nominating Committee is to make recommendations<br />

to the Board on all Board appointments. The Nominating Committee<br />

is responsible for re-nominating directors after reviewing their<br />

performance and contribution to the effectiveness of the Board.<br />

In addition, the Nominating Committee reviews and determines<br />

annually whether or not a director is independent, and makes the<br />

appropriate disclosures.<br />

In accordance with the Company’s Articles of Association,<br />

one-third of our directors retire by rotation and subject themselves<br />

to re-election at every AGM. The President who is a member of<br />

the Board must also subject himself to retirement by rotation and<br />

re-election by shareholders. This is to ensure that no director stays<br />

in office for more than three years without being re-elected by<br />

shareholders, and to enable shareholders to exercise their right to<br />

scrutinise and select all Board members.<br />

The Nominating Committee held one meeting during the year<br />

under review.<br />

BOARD PERFORMANCE<br />

Principle 5: Formal assessment of the effectiveness of the Board<br />

and contributions of each director<br />

The Board’s performance is ultimately reflected in the performance of<br />

the Company. In addition to its fiduciary duties, the Board is charged<br />

with setting the strategic direction of the Company, and ensuring that<br />

the Company is ably managed.<br />

The Nominating Committee uses objective and appropriate<br />

quantitative and qualitative criteria to assess the performance<br />

of individual directors, and the Board as a whole. Assessment<br />

parameters include the attendance records of the directors<br />

at Board or Committee meetings, the level of participation at<br />

such meetings,the quality of Board processes and the business<br />

performance of the Group.<br />

ACCESS TO INFORMATION<br />

Principle 6: Provision of Board members with complete,<br />

adequate and timely information<br />

Board members are provided with management information<br />

pertaining to such areas as detailed divisional performance, variance<br />

analysis, budgets, forecasts, the funding positions and cashflow<br />

projections of the Group, to help them carry out their responsibilities<br />

effectively. In addition, all relevant information on material events and<br />

transactions are circulated to directors as and when they arise.<br />

All Board members have separate and independent access to the<br />

advice and services of the Company Secretary, who is responsible to<br />

the Board for ensuring that board procedures are followed and that<br />

applicable rules and regulations are complied with. The Company<br />

Secretary is present at all Board meetings. All Board members also<br />

have separate and independent access to the senior management of<br />

the Company and the Group.<br />

Board members are aware that they, whether as a group or<br />

individually, in the furtherance of their duties, can take independent<br />

professional advice, if necessary, at the Company’s expense.<br />

REMUNERATION MATTERS<br />

Principle 7: Procedures for developing remuneration policies<br />

Principle 8: Level and mix of remuneration<br />

Principle 9: Disclosure on remuneration<br />

The Board has formed a Remuneration Committee comprising<br />

the following members, a majority of whom are independent of<br />

management and free from any business or other relationship:<br />

Mr Er Kwong Wah (Chairman) (Non-executive/Independent)<br />

Mr Ji Hai Sheng<br />

(Executive/Non-Independent)<br />

Mr Tom Yee Lat Shing (Non-executive/Independent)<br />

Dr Wang Kai Yuen<br />

(Non-executive/Independent)<br />

The Remuneration Committee held two meetings during the year<br />

under review.<br />

The Remuneration Committee is also responsible for the<br />

administration of the Cosco Group Employees’ Share Option<br />

Schemes of the Company.<br />

Details of the Cosco Group Employees’ Share Option Schemes<br />

are found in the Directors’ Report.<br />

The role of the Remuneration Committee is to recommend to the<br />

Board, in consultation with the Chairman of the Board, a framework<br />

of remuneration for the Board and key executives, and to determine<br />

specific remuneration packages for each executive director.<br />

COSCO Corporation (Singapore) Limited Annual Report 2004


44<br />

Corporate Governance<br />

COSCO Corporation<br />

(Singapore) Limited<br />

In its review, the Remuneration Committee’s objective is to establish and maintain a level of remuneration that would be appropriate to attract,<br />

retain and motivate the directors and key executives to run the Company successfully.<br />

The Company currently adopts a remuneration policy for staff consisting of a fixed component and a variable component. The fixed<br />

component is in the form of a base salary. The variable component is in the form of a variable bonus that is linked to the Company and<br />

individual performance. Another element of the variable component is the grant of share options under the Cosco Group Employees’ Share<br />

Option Schemes.<br />

The remuneration of non-executive directors is determined by the Chairman together with the other executive directors, and is based on the<br />

effort and time spent and the responsibilities of the non-executive directors.<br />

Non-executive directors are paid a basic fee and additional fees for serving on any of the Board Committees. The Chairman of each of these<br />

committees is compensated for his additional responsibilities. Such fees are approved by the shareholders of the Company as a lump sum<br />

payment at the AGM of the Company.<br />

The details of the remuneration of the Directors and key executives are as follows:<br />

DIRECTORS’ REMUNERATION<br />

Benefits<br />

Other from Stock<br />

Fees Salary Bonus Benefits Option Total Remark<br />

Executive Director above the Band of S$750,000 Note 2<br />

Ji Hai Sheng 16.75% 22.91% 12.08% 16.94% 31.32% 100%<br />

Executive Directors in the Band of S$500,000 to S$750,000<br />

Li Jian Xiong 8.97% 25.04% 13.55% 16.79% 35.65% 100%<br />

Ye Bin Lin 14.36% 25.34% 13.00% 11.23% 36.07% 100%<br />

Yao Hong 1.88% 27.05% 13.89% 18.67% 38.51% 100%<br />

Executive Director above the Band of S$250,000<br />

Liu De Tian – 29.00% 17.50% 15.00% 38.50% 100%<br />

Non Executive Director in the Band of S$250,000 to S$500,000<br />

Zhou Lian Cheng NA NA NA NA 100% 100% 500,000 shares were exercised in 2004<br />

Non Executive Directors below the Band of S$250,000<br />

Wei Jia Fu NA NA NA NA Note 1 NA Has not exercised the share options<br />

Sun Yue Ying NA NA NA NA Note 1 NA Has not exercised the share options<br />

Li Jian Hong NA NA NA NA Note 1 NA Has not exercised the share options<br />

Independent Directors in the Band Below S$250,000<br />

Tom Yee Lat Shing 100% NA NA NA Note 1 100% Has not exercised the share options<br />

Dr Wang Kai Yuen 100% NA NA NA Note 1 100% Has not exercised the share options<br />

Er Kwong Wah 100% NA NA NA Note 1 100% Has not exercised the share options<br />

Executive in the Band of S$250,000 – S$500,000<br />

Teo Chuan Teck – 39.10% 15.30% 2.60% 43.00% 100%<br />

Note 1<br />

No benefits have been received as the stock options were not exercised in the year.<br />

Note 2<br />

Share options granted and accepted in 2004 are not reflected as they exercisable after 2004.


45<br />

Corporate Governance<br />

COSCO Corporation<br />

(Singapore) Limited<br />

ACCOUNTABILITY AND AUDIT<br />

Principle 10: Accountability of the Board and management<br />

The Company has adopted quarterly results reporting since the first<br />

quarter of 2003. The Company holds a media and analysts briefing of<br />

its quarterly, half-year and full-year results. The results are published<br />

through MASNET/SGXNET and news releases. All information on the<br />

Company’s new initiatives is first disseminated via MASNET/SGXNET,<br />

and subsequently via press releases.<br />

The Company communicates with its investors on a regular basis<br />

through press releases. All shareholders of the Company receive the<br />

annual report and notice of AGM. Notices for shareholders meetings<br />

are advertised in newspapers and made available on MASNET/<br />

SGXNET.<br />

At General Meetings, shareholders are given the opportunity to<br />

express their views and ask Directors or the Management questions<br />

regarding the Company and the Group.<br />

AUDIT COMMITTEE<br />

Principle 11: Establishment of Audit Committee with written<br />

terms of reference<br />

The Audit Committee comprises the following members:<br />

Mr Tom Yee Lat Shing<br />

(Chairman)<br />

Dr Wang Kai Yuen<br />

Mr Er Kwong Wah<br />

Mdm Sun Yue Ying<br />

(Alternate: Ye Bin Lin)<br />

(Non-executive/Independent)<br />

(Non-executive/Independent)<br />

(Non-executive/Independent)<br />

(Non-executive)<br />

The role of the Audit Committee is to assist the Board of Directors in<br />

the execution of its corporate governance responsibilities within the<br />

established Board references and requirements.<br />

The financial statements, accounting policies and system of internal<br />

accounting controls are the responsibilities of the Board of Directors<br />

acting through the Audit Committee. In performing its functions<br />

during the year under review, the Audit Committee reviewed the<br />

sope of work of both internal and external auditors and the<br />

assistance given by the Company’s officers to the audits. It met<br />

with the Company’s internal and external auditors, without the<br />

presence of the Management, to review their audit plans and discuss<br />

the results of their respective examinations and their evaluation<br />

of the Group’s system of internal accounting controls. The Audit<br />

Committee also reviewed the financial statements of the Group for<br />

the financial year ended 31 December 2004 as well as the auditors’<br />

report thereon and the first quarter, half-yearly, third quarter and<br />

annual results announcements, before they were submitted to the<br />

Board for approval. The Audit Committee also, on a quarterly basis,<br />

reviewed the recurrent interested persons transactions of the Group.<br />

This was to ensure that the methods or procedure for determining<br />

the transaction prices have not changed since the last shareholder<br />

approval and that the methods or procedures are sufficient to ensure<br />

that the transactions are carried out on normal commercial terms<br />

and will not be prejudicial to the interests of the Company and<br />

its shareholders.<br />

The Audit Committee has full access to, and cooperation from the<br />

Management including internal and external auditors, and has full<br />

discretion to invite any director and executive officer to attend its<br />

meetings. The Audit Committee has also express power to<br />

investigate any matter brought to its attention, within its terms<br />

of reference, with the power to retain professional advice at the<br />

Company’s expense. The Audit Committee met a total of five times<br />

during the year under review. All members were present during<br />

these meetings.<br />

The Audit Committee, having reviewed the amount of non-audit<br />

services to the Group by the external auditors, is satisfied with<br />

the independence and objectivity of the external auditors and<br />

recommends to the Board of Directors, the nomination of the<br />

external auditors for re-appointment.<br />

INTERNAL CONTROLS<br />

Principle 12: Sound system of internal controls<br />

The Group maintains a system of internal controls for all companies<br />

within the Group, but recognises that no internal control system<br />

will preclude all errors and irregularities. The system is designed<br />

to manage rather than to eliminate the risk of failure to achieve<br />

business objectives. The controls are to provide reasonable, but not<br />

absolute, assurance to safeguard shareholders’ investments and<br />

the Group’s assets.<br />

With the assistance of Internal Audit, the Audit Committee and<br />

the Board of Directors review the effectiveness of the key internal<br />

controls, including financial, operational and compliance controls,<br />

and risk management on an on-going basis. There are formal<br />

procedures in place for both the internal and external auditors to<br />

report independently their findings and recommendations to the<br />

Audit Committee.<br />

The Board is satisfied that there are adequate internal controls<br />

in the Group.<br />

COSCO Corporation (Singapore) Limited Annual Report 2004


46<br />

Corporate Governance<br />

COSCO Corporation<br />

(Singapore) Limited<br />

INTERNAL AUDIT<br />

Principle 13: Internal Audit<br />

The Group recognises the importance of the internal audit function<br />

which, being independent of Management, is one of the principal<br />

means by which the Audit Committee is able to carry out its<br />

responsibilities effectively.<br />

The Group outsources its internal audit functions to the firm<br />

Foo, Kon & Tan Consultants Pte Ltd. Based on its review, the Audit<br />

Committee believes that the internal auditor is independent and has<br />

the appropriate standing to perform its function effectively.<br />

The internal auditor plans its internal audit schedules in consultation<br />

with Management and submits its plan to the Audit Committee<br />

for approval.<br />

The Audit Committee meets with the internal auditor at least once<br />

a year without the presence of Management.<br />

The Internal Auditors report directly to the Audit Committee.<br />

COMMUNICATION WITH SHAREHOLDERS<br />

Principle 14: Regular, effective and fair communication<br />

with shareholders<br />

Principle 15: Shareholder participation at General Meetings<br />

The Group strives for timeliness and transparency in its disclosures<br />

to the shareholders and the public. In addition to the regular<br />

dissemination of information through MASNET/SGXNET, the<br />

Company also responds to enquiries from investors, analysts, fund<br />

managers and the press. Price-sensitive information is always<br />

released on MASNET/SGXNET after the trading hours of the<br />

Singapore Exchange Securities Trading Limited.<br />

At General Meetings, shareholders are given the opportunity to<br />

express their views and ask the Board questions regarding the<br />

operations of the Group.<br />

Securities transactions and compliance with the<br />

Best Practices Guide<br />

In line with SGX Best Practices Guide on dealings in securities, the<br />

Company has adopted an internal compliance code which mirrors<br />

substantially the provisions of the Best Practices Guide in the Listing<br />

Manual to provide guidance to its directors and officers in relation<br />

to dealings in its securities.<br />

The Company issues circulars to its Directors, principal officers<br />

and relevant officers who have access to unpublished material<br />

price-sensitive information to remind them that they are required<br />

to report on their dealings in shares of the Company. They are also<br />

reminded of the prohibition in dealings in shares of the Company the<br />

month before the release of the quarterly, half yearly and year-end<br />

financial results and ending on the date of the announcement of the<br />

relevant results, and if they are in possession of unpublished material<br />

price-sensitive information.<br />

The Board of Directors confirms that for the financial year ended<br />

31 December 2004, the Company complied with the principal<br />

corporate governance recommendations set out in the Best<br />

Practices Guide issued by SGX.<br />

Interested Person Transactions (IPT)<br />

The Audit Committee having considered, amongst others, the scope<br />

guidelines, review procedures and benefits of the IPT Mandate, is<br />

satisfied that the procedure for determining the transactions prices<br />

have not changed since the last shareholders’ approval on 20 April<br />

2004, and are also adequate in ensuring that the IPTs will be carried<br />

out on normal commercial terms and will not be prejudicial to the<br />

interests of the Company and its minority shareholders.<br />

The Committee reviewed the IPT Mandate which is subject to<br />

renewal, and is satisfied that the review procedures for IPTs and the<br />

reviews to be made periodically by the Audit Committee in relation<br />

thereto are adequate to ensure that the IPTs will be transacted<br />

on normal terms and will not be prejudicial to the interests of the<br />

Company and its minority shareholders.


47<br />

Corporate Governance<br />

COSCO Corporation<br />

(Singapore) Limited<br />

Interested person transactions for FY2004 are as follows:<br />

Name of Interested Person<br />

Aggregate value of all interested<br />

person transactions conducted<br />

under shareholders’ mandate<br />

pursuant to Rule 920 (excluding<br />

transactions less than $100,000)<br />

S$’000<br />

FY2004<br />

Between Subsidiaries and:<br />

Cosco Container Lines 13,674<br />

Cosco Bulk Carrier Co. 208<br />

Cosco Chartering and Shipbroking (UK) Ltd 9,007<br />

Guangzhou Ocean Crew Co. 1,759<br />

Nantong Cosco KHI Engineering Co., Ltd 9,390<br />

Qingdao Ocean Crew Co. 1,289<br />

Shanghai Ocean Crew Co. 2,199<br />

Chimbusco (S) Pte Ltd 113<br />

37,639<br />

Between Associated companies of the Group and:<br />

Cosco Shipyard Group Co., Ltd 3,635<br />

Cosco Nantong Steel Co., Ltd 470<br />

Cosco Bulk Carrier Co. 2,980<br />

Cosco Dalian 1,850<br />

Cosco Hongkong 1,367<br />

Cosco Container Lines 1,029<br />

Rikky Ocean Governor Nantong Co. Ltd 258<br />

Diesel Marine Nantong Ltd 114<br />

Nantong Cosco Clavon 852<br />

Antisepsis Engineering Ltd<br />

12,555<br />

Risk Management<br />

The Group regularly reviews and improves its business and<br />

operational activities to identify areas of significant business risk as<br />

well as take appropriate measures to control and mitigate these risks.<br />

The Group reviews all significant control policies and procedures<br />

and highlights all significant matters to the Audit Committee and the<br />

Board. The financial risk management objectives and policies are<br />

outlined in Note 32 of the notes to the financial statements.<br />

COSCO CORPORATION (SINGAPORE) LIMITIED REPORT<br />

OF CORPORATE GOVERNANCE ACTIVITIES IN 2004<br />

The Board of Directors of the Company held a total of nine board<br />

meetings during the year. These meetings were held to approve the<br />

release of the full year and the quarterly results, to review interested<br />

person transactions as well as to consider major acquisitions.<br />

The Audit Committee, chaired by Mr Tom Yee Lat Shing, held five<br />

meetings during the year. It reviewed and recommended to the<br />

Board the release of the year-end and quarterly financial results,<br />

considered and approved the 2004 External and Internal Audit Plans<br />

and reviewed, on a quarterly basis, the details of Interested Persons<br />

Transactions and ensured that the relevant rules under Chapter 9<br />

of the Listing Manual of the Singapore Exchange Securities Trading<br />

Limited were complied with.<br />

The Audit Committee met with the external and internal auditors in<br />

the absence of Management to discuss issues relating to the audit<br />

of the 2004 accounts.<br />

The Audit Committee reviewed the non-audit services provided by<br />

the external auditors which comprises tax services and is satisfied<br />

with the independence of the external auditors.<br />

The Nominating Committee, chaired by Dr Wang Kai Yuen, held<br />

one meeting during the year to consider the form and guidelines<br />

to evaluate the performance of the Board as a whole as well as the<br />

performance of the individual Directors, to recommend to the Board<br />

the re-nomination of Directors who are retiring by rotation and to<br />

recommend the re-appointment of Mr Tom Yee Lat Shing, pursuant<br />

to Section 153 (6) of the Companies Act, Cap. 50 for shareholders<br />

approval at the AGM.<br />

The Remuneration Committee, chaired by Mr Er Kwong Wah, held<br />

two meetings during the year to consider, determine and recommend<br />

to the Board the matrix for Directors’ fees and the compensation<br />

packages and incentive plans for key executive positions. As part<br />

of the incentive package, the Committee also granted share options<br />

under the Cosco Group Employees’ Share Option Scheme 2002.<br />

COSCO Corporation (Singapore) Limited Annual Report 2004


48<br />

Corporate Governance<br />

COSCO Corporation<br />

(Singapore) Limited<br />

INVESTOR RELATIONS<br />

COSCO Corporation is committed to providing timely, accurate and clear information to investors, analysts and fund managers. This is to<br />

enable them to effectively evaluate the investment merits of the Company. The Company is focused on achieving the highest standards<br />

in corporate governance and transparency.<br />

COSCO Corporation’s senior management takes an active interest in investor relations and communicates regularly with investors,<br />

analysts and fund managers through a variety of means. These include frequently updated corporate brochures, corporate and financial<br />

results announcements and news releases distributed by fax and mail. These are also made available on the COSCO Corporation website<br />

for convenient access and downloading. The media, fund managers and analysts are invited to our quarterly results presentations.<br />

At these meetings, our senior management provides updates on the Company’s plans, financial and operational performance, and<br />

business environment.<br />

AGMs and EGMs additionally provide an opportunity to gather feedback from investors through question-and-answer sessions that facilitate<br />

discussions between the directors and management of COSCO Corporation and the investment community.<br />

The Company’s annual report aims to give investors a deeper understanding of the Company’s business, growth strategies and financial and<br />

operational performance. To ensure the timely reception of the annual report by our overseas investors, the annual report is posted online<br />

on our corporate website in tandem with its distribution in Singapore.<br />

During the year under review, COSCO Corporation participated in 82 investor meetings. The Company also participated in investor<br />

conferences in New York, Boston, Chicago, Washington DC, Arlington, San Francisco, Frankfurt, Luxembourg, Amsterdam, London,<br />

Hong Kong, Beijing and Singapore. Analysts and fund managers also visited our shipyards in China for a better understanding of<br />

our operations.<br />

In addition, COSCO Corporation’s President was frequently interviewed on television news and business programmes on Bloomberg TV<br />

and MediaCorp’s Channel News Asia, as well as newspapers and magazines such as The Edge, The Straits Times, Business Times and<br />

Lianhe Zaobao, and newswire services, Reuters and Dow Jones.<br />

Looking ahead, COSCO Corporation will continue to maintain clear dialogue with its investors, analysts and fund managers so as to<br />

sustain high standards of corporate governance and transparency, and to ensure that the Company consistently acts in the best interests<br />

of its shareholders.

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