Untitled - Swissco Holdings Limited

CORPORATE MILESTONES
1970 Sea Well Industrial and Ship Supply Company was founded and located in a rented office at
Cantonment Road, Singapore.
1973 Acquired our first Out Port Limit (OPL) boat for better control of delivery of ship supplies.
1975 Swissco Offshore (Pte) Ltd was incorporated to assume the growing business in OPL marine logistics.
The company moved to its own office at International Plaza, Singapore.
1980’s The Company emerged as one of the leading operators of OPL boat and marine logistics services.
Discontinued our ship supply business.
1990 Acquired our first offshore support vessel to expand our services into the regional oil and gas industry.
Acquired our first barge to meet increasing demand for our services.
1995 Relocated to our own waterfront yard and office at 9 Pandan Road, Singapore; this served as a base
for our increasing fleet, our fabrication and warehousing facilities.
1996 Founded PT Swisko Berjaya in Indonesia together with partners to serve the country’s oil and gas industry,
marine infrastructure and mining industry.
1997 Acquired 2 new tugs to support our growing operations.
1998 Started our first offshore fleet renewal with the delivery of 2 new vessels.
Ventured into the ship repair business by acquiring our repair facility at 60 Penjuru Lane, Singapore with
its 3,000 DWT dry dock, the facilities being operated by Singapore Marine Logistics Pte Ltd.
2000 Expanded our ship repair and maintenance capability by acquiring 58 Penjuru Lane, Singapore. With
2 slipways, these enabled us to offer more efficient operations and customers’ flexibility.
Swissco Offshore Ltd was incorporated to hold our foreign-flagged vessels.
2002 Regional Marine Supply Pte Ltd was incorporated to engage in the business of supplying ships with
spares, stores and other provisions.
2003 Swisko Marine (Malaysia) Sdn Bhd and Asia Pacific Marine Ltd were incorporated in Malaysia with partners
to cater to its growing Oil and Gas industry.
2004 Swissco International Limited was incorporated; and was admitted to the Singapore Exchange Securities
Trading Limited Dealing in Automated Quotation System (“SGX-SESDAQ”), bringing the Group forward
to the next level of growth.
2005 Signed a S$6.9 million contract with a Chinese shipyard to build one unit of 48m anchor handling tug,
our first biggest offshore vessel todate.

Chairman’s Statement 02
Corporate Profile 04
Our History 06
Board of Directors 08
Key Management 10
Corporate Structure 12
Operations Review 13
Our Vessels 14
Financial Review 16

CHAIRMAN’S STATEMENT
Dear Fellow Shareholders,
I am pleased to present the Annual
Report of our Company for the
financial year ended 31 December
2005 (“FY2005”), the first full
financial year of our Company
as a listed corporation
following our Initial Public
Offering (IPO) and listing on
Singapore Exchange Securities
Trading Limited and
Automated Quotation System
(SGX-SESDAQ) in November
2004.
Business Review
It is gratifying for me to report that for FY2005, we have again been able to maintain our profitable performance with higher
turnover and profit. Fueled by the buoyant marine and Oil and Gas industries, the demand for the charters of our newer offshore
vessels was stronger compared with FY2004. Vessel disposal continued to contribute significantly to our profitability as the Group
capitalized on the robust used tonnage market to dispose some of its vessels and to replace them with newer specialized vessels
in line with our Group’s fleet expansion and realignment plans.
Our Group’s marine logistics support business to the maritime and Oil and Gas industries enjoyed healthy performance. As newer
and higher value offshore vessels joined the operating fleet, our marine logistics support business saw a significant increase in
revenue. As we work towards operating an optimal fleet to meet market demand, our Group will continue to seize the opportunity
to dispose vessels to realign the fleet. With the specialized offshore fleet, the Group will be able to generate higher charter earnings
in the current bullish market.
The Group’s other core business of ship repair and maintenance also posted higher turnover and profit. With a resurgence of
activities in the marine and shipping industry, shipowners are prepared to increase their outlay to repair and maintain their vessels.
Tighter credit and cost control policies set by the Group have helped to improve the financial performance of the ship repair and
maintenance business.
Contributions from our associated companies have continued to play a significant role to the Group’s performance. Our associated
companies have undergone a restructuring exercise last year to streamline their operations. They are principally offering turnkey
engineering services and solutions to the Oil and Gas industry as well as ship chartering. The Group’s vessels are also chartered
to our associated companies and utilized by them to service their clients.
The past year has seen the Group’s commitment on fleet expansion and realignment to meet the growing demand of the Oil and
Gas industry with orders for 8 new offshore vessels. These new buildings are scheduled for deliveries in FY2006 and FY2007.
2

Dividend
In the light of our Group’s exceptional performance for FY2005,
I am pleased to announce that the Board of Directors is
recommending a maiden cash dividend of one cent per share
comprising an ordinary dividend of 0.2 cent per share and a
special dividend of 0.8 cent per share for the full year ended
31 December 2005.
The payment of dividend is intended to reward our loyal
shareholders who have supported the Group over the past year.
Strategic Growth Directions
Our Group will continue to focus on laying the foundation for
future expansion in growing our core businesses and generating
organic growth. We firmly believe that the key factors for our
success would be our ability to stay customer-focused and resultsoriented
as well as being a niche player in the competitive
marine logistics support business.
Being a pioneer in servicing the Out Port Limit (OPL) business,
we will endeavor to widen our market share going forward.
However, our primary focus will be to concentrate and expand
in the offshore support vessels in Oil and Gas industry. With this
industry remaining buoyant, we believe our growth will be
fueled by the industry’s demand. Consequently, we will continue
to build up our offshore support vessel fleet to strive to reach
an optimal operating level in line with our fleet renewal and
realignment policy.
During the past year, the Group has explored opportunities to
expand into new markets, seek strategic alliances and increase
the fleet size especially for more specialised offshore support
vessels capable to offer a wider range of services required by
the Oil and Gas industry. I am pleased to say that we have
achieved some degree of success in this area.
The Group will also be exploring with potential business partners
to offer the Group’s services to the maritime and Oil and Gas
industries in other geographical areas to drive future growth of
our businesses.
Business Outlook
As part of our fleet expansion programme and in line with our
fleet renewal policy, the Group is scheduled to take delivery of
7 vessels in FY2006. The new vessels comprise 2 barges and 5
offshore boats built in China and in our own yard in Singapore.
The new buildings are specialized vessels and are customized
to clients’ special requirements. These vessels are able to command
better charter rates due to the wider and versatile range of
services they can perform. We expect better contributions from
these new vessels progressively as and when they join the fleet.
Pivotal to the success of our business would be operational
efficiencies and vessel utilization. In this aspect, our Group will
continually strive to achieve greater cost and operational
efficiencies and at the same time, maximise vessels’ utilization.
In line with these objectives, we will continue to institute tighter
cost and credit control programmes in the operations of our
Group.
Our Group expects the marine industry to remain buoyant in
the current year. Moreover, with oil prices at current level, growth
in the Oil and Gas sector would likely be sustained. Consequently,
we expect demand for offshore support vessels and barges as
well as ship repairs and maintenance to continue to be robust
in FY2006. Hence, our Group looks forward to yet another
profitable year.
Share Price
It gives me great pleasure to report that our share price had a
credible performance during the year. From the offering price
of 28 cents offered at the Initial Public Offer, it ended the year
at 34.5 cents, an increase of 23.2%. Consequently, the market
capitalization of our Company increased to S$50.6 million at
the end of the financial year.
As at the date of the Annual Report, the share price of the
Company is 46 cents or 64.3% increase from the IPO price. This
translates to a market capitalization of our Company of S$67.5
million.
Share Placement
At last year’s Annual General Meeting, you have given your
Directors the mandate to issue new shares up to a maximum
of 20% of the share capital of the Company.
I am glad to report that your directors have used this mandate
to issue 29 million new shares at 35.5 cents to selected investors.
The placement of new shares has raised a net amount of S$9.9
million which will be used to finance the acquisition of the new
vessels and for working capital.
The placement has also helped to increase the liquidity of our
shares and has improved trading. It has also widened our pool
of shareholders to include several leading institutional investors.
This exercise has generated attention and greater interests in
our shares among the investment community.
Acknowledgement and Appreciation
It remains for me, on behalf of the Board, to thank our
management and staff for their commitment, efforts and
contribution during the year. We would also like to thank and
acknowledge the continuing support of our customers,
shareholders, business partners and suppliers. We look forward
to their ongoing contributions and support in the coming year
as we progress with the growth of our Group.
Yeo Chong Lin
Chairman
3

CORPORATE PROFILE
Our Customers
• Companies in the Oil and Gas, shipping and marine
infrastructure industries. Our offshore support vessels are
chartered to transport cargo fuel and potable water to their
offshore facilities.
• Local and international ship owners and their local handling
agents. Our OPL Boats are chartered to transport stores,
equipment, provisions and crew to vessels passing Singapore
at OPL.
• Seismic surveyors, dredging and mining operators. Our
vessels are chartered for escort and to serve as a guard to
prevent collision with oncoming vessels during seismic survey
and dredging operations. Our vessels are also deployed to
perform salvage or pollution control operations.
Our Services
Our Group
Swissco International is a Singapore-based marine service provider
for the shipping and offshore Oil and Gas industries. Our Group
is renowned for providing our customers with complete solutions
for their marine and shipping requirements. Coupled with our
waterfront facility which includes fabrication and warehousing
in Singapore, we own and operate offshore support vessels,
OPL boats, tugs and barges in support of our customers’ marine
logistics needs.
With two slipways, a waterfront and a 3,000 DWT dockyard,
our ship repair and maintenance yard in Singapore has the
capacity to provide dry docking and afloat repairs for support
vessels ranging from small to mid-sized capacity.
Our well-equipped facilities, together with an experienced
workforce, give us the competitive advantage to release our
customers’ vessels back into operations with minimal vessel
downtime.
Our operations in vessel deployment span from Indonesia,
Malaysia, Vietnam and Thailand to as far as East Africa, Japan
and Russia.
Our Philosophy
To provide clients with the most
comprehensive service to meet all their
needs for marine support logistics.
Offshore Support Services
The Oil and Gas industry is increasingly growing in activities
which were unseen of in the last 26 years. Oil and Gas companies
utilise offshore support vessels, tugs and barges for a variety of
work. These include seismic work, exploration, production and
maintenance operations. Our offshore support vessels are
available for charter to carry our towages, transport personnel,
cargo, supplies including spare parts and equipment, carry out
standby duties and anchor handling.
With our own waterfront yard complete with fabrication and
warehousing facilities and Singapore’s strategic location as a
logistics centre, we offer engineering and storage services to
Oil and Gas companies. Besides chartering out our offshore
support vessels, we also provide logistics, engineering and other
marine services to these customers during their mobilization
and de-mobilization.
Vessels that vary in size, horsepower or characteristics are used,
based on the varying requirements at the particular development
stage of the Oil and Gas industry.
Out Port Limit (OPL) Shipping Services
With its strategic location between the East and West shipping
routes, the Port of Singapore has become one of the world’s
busiest ports. Ships calling at Singapore port to load or unload
cargo constantly require marine support services such as heavylift
operations, afloat repairs, supplies and barge services. Ships
passing Singapore on the way to the next port also use Singapore
for their re-supply of fuel, water, provision and crew change at
OPL.
Being one of the pioneers in this field, we operate a fleet of
OPL Boats with varied characteristics to cater to the different
needs of our customers. We provide ship owners and local
shipping agents with services to commercial ships passing
Singapore at OPL. We also facilitate repair works and changing
of anchor and chains with our range of OPL Boats and barges.
With our own warehousing facilities, forklifts, cranes and land
transport vehicles, we value-add to the marine logistics services
offered to our customers.
4

Ship Repair and Maintenance
Being strategically located on the international shipping route
and the leading logistics player in the region, Singapore receives
heavy volume of mercantile traffic. The vessels that pass through
this route would require regular repair and maintenance to
ensure their seaworthiness and to meet certification requirements.
Our subsidiary, SML operates our ship repair and maintenance
yard at 58 and 60 Penjuru Lane, Singapore.
With 2 slipways, a waterfront and a 3,000 DWT dry dock, our
facilities cater to the niche market of small to mid-sized capacity
vessels plying this region. Our customers are generally owners
of tugs, barges, small tankers and other smaller crafts. Despite
competition from yards located in neighbouring countries, our
higher productivity and specialisation give us the competitive
advantage. Singapore’s stronghold in logistics ensures spares
and equipment are competitively priced and available to reduce
vessel downtime for owners while we carry out repairs. We
release owners’ vessels back into operations faster. To complement
our repair and maintenance services, we also build tugs and
barges for own and customers’ use.
Competitive Strengths
Young fleet of offshore support vessels
• Our policy is to operate a young and modern fleet of offshore
support vessels, with an average age of about 4 years.
• To enable us to serve the higher value-added sector of the
industry
Pioneers in the OPL business
• As one of the pioneers in the OPL business, we are reputable
with a good track record
• We have the capacity to expand our customer base and
seize new business opportunities that arise
Well-established relations with our suppliers and customers
Ability to provide competitively-priced, value-added services to
customers
• We retain and secure new customers by offering
competitively-priced and value-added services such as the
use of our private wharf facility, material handling equipment,
machinery and warehouse
• Our dockyard, afloat repair facilities and offshore support
vessels have high utilisation rates
Dedicated, competent and experienced management team
• Executive Chairman Mr Yeo Chong Lin, one of the pioneers
in Singapore’s marine logistics business, has been in business
since 1972
• Leading our professional team of key executives, Chief
Executive Officer Mr Alex Yeo Kian Teong and Managing
Director of SML, Mr E K Lim have 64 years of collective
experience and expertise in the industry.
5

OUR HISTORY
It started back in 1970 with the establishment of Sea Well
Industrial and Ship Supply Company as a sole proprietor. Our
founder Mr Yeo Chong Lin took over Sea Well Industrial and
Ship Supply Company in 1972, after a 19-year career with the
then Singapore Harbour Board (predecessor of the Port of
Singapore Authority). Our roots began in the marine supply
business as shipchandlers. We offered commercial ocean-going
ships calling at the Port of Singapore with supplies ranging from
ship spares, stores, provisions to other consumable goods. Our
first office was a rented shop house, situated in Cantonment
Road.
In our early years, we hired third-party boats to convey our
supplies or officers and/or crew of our customers to their oceangoing
ships. To achieve better operational control and efficiency,
we acquired our first OPL boat in 1973. We saw the growth of
oil drilling activities in this region then and extended our marine
supply services to oil rigs/platforms.
Swissco Offshore was incorporated in 1975 to assume the
growing business of marine logistics in operating OPL Boats.
“SWISSCO” is the acronym for “Sea Well Industrial and Ship
Supply Company”. In the same year we moved to our own
office at International Plaza with warehousing facility in Pasir
Panjang. With competition pressing down profit margin in the
1980s, we discontinued our shipchandling business to focus
on the profitable marine logistics business.
We emerged from the recession in the mid 1980’s to become
one of the leading operators of workboats serving the niche
market of OPL marine logistics, including crew change services.
In 1990, we acquired our first offshore supply tug to expand
our business to the regional Oil and Gas industry. Soon after,
we acquired our first barge to complement our offshore support
capability. During this time, the robust growth in this industry
increased the demand for offshore support vessels. We decided
to expand our fleet of tugboats and barges with two new tugs
in 1997 and two offshore support vessels in 1998.
In 1995, we relocated to 9 Pandan Road. This site of
approximately 18,000m2 of land with a waterfront of about
100m long was leased from Jurong Town Corporation. Our
Company has since gained waterfront access to base our
growing fleet of tugs and barges as well as shipbuilding and
afloat repair services. The ample space enables our Company
to value add to our clients with warehousing facilities. We built
our first barge in the early 1990s at a third party yard, and
constructed our first barge in the mid 1990s at our own shipyard.
We build our own barges for charter and sale and are constantly
renewing and expanding our fleet of vessels.
In 1996, Swisko Berjaya was incorporated in Indonesia together
with partners to extend our marine logistics business to the fast
growing Indonesian Oil and Gas industry, marine infrastructure
and mining industries. Together with Swiber Offshore, Swisko
Berjaya currently owns and operates a fleet of three tugboats,
seven barges and two offshore support vessels, and also charter
tugs and barges from Swissco Offshore and other third parties
for its operations.
In 1998, we began our ship repair business by acquiring the
premise at 60 Penjuru Lane with a 3,000 DWT dry dock.
Thereafter in 2000, we acquired two slipway facilities at 58
Penjuru Lane. SML currently oversees the operations of these
facilities. With these facilities, we have the capacity to serve the
increasing volume of ship repair and maintenance work for our
own vessels and other ship owners.
To seize the growing opportunities in this region, we established
our presence in Malaysia in joint venture companies with local
partners in 2003. Swisko Marine (Malaysia) and Asia Pacific
Marine Limited (registered in Labuan), our associated companies
were incorporated as contractors to provide marine services.
6

In 2000, we transferred the registration of our foreign-flagged
vessels to the Republic of Seychelles, and therefore incorporated
Swissco Seychelles on 24 May 2000 to hold our vessels. Swissco
Seychelles is a subsidiary of Swissco Offshore.
On 2 October 2002, we established RMS as a subsidiary of SML
to take on the supply business of ship spares, stores and other
provisions. We have thereafter ceased the operations of RMS
on 31 March 2004, and will liquidate RMS once all outstanding
debts owed by debtors to RMS are settled.
7

BOARD OF DIRECTORS
Mr Phillip Chan Yee Foo
Independent Director
Mr Rohan Kamis
Independent Director
Dr Chiang Hai Ding
Independent Director
Mr Alex Yeo Kian Teong
Chief Executive Officer
Mr Yeo Chong Lin
Chairman
Mr Yeo Chong Lin
Our Executive Chairman spearheads the Group’s long-term growth and development and oversees its management.
He is responsible for the Group’s overall business strategy and expansion. He was appointed to the Company’s
Board upon its incorporation on 29 January 2004.
Mr Yeo founded Swissco Offshore in 1975. Since he took over the helm of the predecessor of Swissco Offshore,
Sea Well Industrial and Supply Company in 1972, he has been driving the overall management, strategic planning
and direction of the Group. Prior to 1972, Mr Yeo has worked with the then Singapore Harbour Front (predecessor
of the Port of Singapore Authority) for 19 years.
With his 34 years of experience in the marine logistics industry, Mr Yeo’s role is pivotal in steering the growth of
our Group. He has led our Group in seizing opportunities in the marine logistics industry by serving the needs of
shipping lines in this region. He has been instrumental in building up a good track record and reputation for our
Group. Under his leadership, our Group succeeded in its service strategy to provide comprehensive solutions to
our customers’ marine support and logistics needs at competitive terms; complete with prompt, reliable and efficient
service anytime. The services available to the Group’s customers include ship repair and maintenance.
8

Mr Alex Yeo Kian Teong
Our Chief Executive Officer was appointed as a Director on
the Company’s incorporation on 29 January 2004. Mr Alex
Yeo oversees the day-to-day management and operations
of our Group. He assists the Executive Chairman in
developing and implementing business strategies. Besides
being responsible for the sales and marketing for key
accounts, Mr Alex Yeo overseas the financial, corporate and
administration matters of our Group. He also leads in the
effective management of our Group’s regional operations
and expansion.
Mr Alex Yeo joined Swissco Offshore in 1992 after graduating
from the University of San Francisco with a Bachelor of
Science in Business Administration. He began his career as
an Operations Executive and assumed the role of Operations
Manager in 1994, and oversaw the business marketing of
our Group. In 1996, he co-founded Swisko Berjaya to
establish our presence in Indonesia. With more than 12
years of experience with the Group, Mr Alex Yeo has been
responsible for identifying and teaming up with reliable and
competent partners in our overseas expansion. He is the
son to our Executive Chairman.
Mr Phillip Chan Yee Foo
An Independent Director of the Company and the Chairman
of our Remuneration Committee, Mr Phillip Chan was
appointed as a Director on 7 June 2004.
Mr Phillip Chan worked for Neptune Orient Lines (NOL) for
over 25 years from January 1974 to June 1999. His last
executive appointment at NOL was Divisional Head of the
Administration Division from January 1988 to June 1999.
He was appointed Consultant, NOL from January 2000 to
December 2000, and from February 2001 to July 2001.
Presently, he is a director of Essen Pte Ltd.
Mr Phillip Chan graduated from the University of London
with a degree of Bachelor of Law (Honours). He holds a
Diploma in Management Studies with Distinction from the
University of Chicago Graduate School of Business, in
association with the National Productivity Board, Singapore
(now known as SPRING Singapore). He has also completed
the Programme in Management Development at the Harvard
University Graduate School of Business Administration in
Boston, USA.
Dr Chiang Hai Ding
An Independent Director of the Company and Chairman of
our Nominating Committee, Dr Chiang was appointed as
a Director on 7 June 2004. He was an Economic Adviser
to the CEO of Neptune Orient Lines Ltd from 1995 and later
an Advisor (part-time) to Chairman & CEO till 2002. Since
2001, he has been the Director (part-time) of SAGE
Counselling Centre (SAGE is Singapore Action Group of
Elders) which is a voluntary welfare organisation for the
elderly.
Dr Chiang was a university lecturer (1963 – 1971), an
elected Member of Parliament (1970 – 1984), a banker
(1973 – 1978), and a Singapore Ambassador to Malaysia
(1971 – 1973) and to among others, Germany, European
Union, USSR and Egypt (spanning 1978 – 1994).
Dr Chiang holds a BA from Singapore and Ph.D. from the
Australia National University, Canberra (1963). He holds a
graduate diploma in Gerontology from Simon Fraser
University, Vancouver, BC Canada (2001).
Mr Rohan Kamis
An Independent Director of the Company and Chairman of
our Audit Committee, Mr Rohan Kamis was appointed as a
Director on 7 June 2004. He is a Certified Public Accountant
and the Managing Partner of Rohan. Mah & Partners. He
is also the Founding Chairman of ASNAF Public Accounting
Corporation.
Mr Rohan Kamis graduated in 1975 from the University of
Singapore in Accountancy. He was the PAP Member of
Parliament (”MP”) for Telok Blangah Constituency
(1979 – 1984). Whilst as an MP, he was a member of the
Parliamentary Public Accounts Committee that was
responsible for the statutory and value-for-money audits for
all Government Ministries, Statutory Boards and Government
Companies. He is also a member of several professional
institutions including the British Computer Society.
Mr Rohan Kamis held many important portfolios in several
quasi-government, commercial and professional
organisations. He was on the board and audit committee
of several public companies. Besides, he is on the Inquiry
and Disciplinary panels of the Singapore Medical Council
and the Accounting and Corporate Regulatory Authority as
well as on the Singapore General Hospital MediFund
Committee.
9

KEY MANAGEMENT
Mr E K Lim
Mr Koh Bai Yau
Mr Fazil Bin Salleh
Mr Raju Gnasegaran
Ms Yew Yin Fun
Mr Yeo Chong Boon
10

Mr E K Lim, Managing Director of SML since 1998. Mr Lim
oversees the day-to-day management and operations of the
ship repair and maintenance business of SML, including facilities
and manpower planning and scheduling, procurement of
equipment and raw materials, marketing and coordinating with
external agencies such as the classification societies on compliance
with classification requirements.
Mr Lim began his career with Ocean Tankers Pte Ltd as a
Technical Superintendent (1989 – 1992). He then worked with
Hai Yin Diesel and Trading Pte Ltd as a Marine Superintendent
(1992 – 1994). Mr Lim made his mark in both companies in the
repair and maintenance of vessels and other technical aspects
related to vessel operations. Thereafter, he was with ASL Shipyard
Pte Ltd as a Commercial/Marketing Manager (1994 – 1998),
responsible for overseeing and marketing of the company’s ship
repair business. Mr Lim graduated from the Singapore Polytechnic
with a Diploma in Civil Engineering.
Mr Koh Bai Yau, Project Manager responsible for overseeing
the construction of our new shipbuildings, in relation to the
technical and statutory aspects. He is also taking charge of the
maintenance of the fleet of vessels.
Mr Koh was with the Group as an Operations Manager (1996
– 1999) where his role was to co-ordinate the vessel movements,
update vessel documentation and to manage the crew. His
other experiences include sea freight, forwarding and project
logistics whilst he was working for CWT Distribution Limited
and Sindo Damai Marine Pte Ltd. Mr Koh re-joined the Group
in May 2005.
Mr Koh graduated from Ngee Ann Polytechnic with a Diploma
in Shipbuilding and Offshore Engineering. He also holds a
degree in Bachelor of Business Administration, majoring in
Marketing.
Ms Yew Yin Fun, Finance and Administration Manager
responsible for the finance, taxation and administrative matters
of our Group. Ms Yew has more than 18 years of experience
in accounting and auditing. Prior to joining our Group in 2003,
she was a Finance and Administration Manager for a year and
a half with Microcircuit Technology Pte Ltd, a subsidiary of the
then Omni Industries Limited (subsequently re-named as Celestica
Singapore Pte Ltd). She has strong working experience with
multi-nationals and local companies, as well as a public
accounting firm. She graduated from the National University of
Singapore with a degree in Bachelor of Accountancy, and is a
member of the Institute of Certified Public Accountants in
Singapore since 1986. She also holds an International Diploma
in Computer Studies from TMC Computer School.
Mr Fazil Bin Salleh, Yard Manager since January 2004. He
has been working for Swissco Offshore as a Yard and Safety
Supervisor for more than 14 years.
Fazil Bin Salleh is responsible to provide land and sea logistics
support to the Operations Manager. He supervises a team of
workforce in ensuring smooth loading and unloading of ship
spares, stores, heavy equipment, and also manages crew change.
He assists in co-ordinating with the sub-contractor for construction
of new shipbuildings at our yard. He is responsible for
maintenance of the fleet of vessels, plant and equipment of the
company. Fazil Bin Salleh is trained and equipped to take charge
of hot works and ensure safety in the workplace.
Mr Raju Gnasegaran, Offshore Operations/Business
Development Manager. He oversees the management and
supervision of all marine related services including towage,
heavylifts, and matters relating to oil pollution and all support
operational and project activities.
Prior to joining us, Mr Raju Gnasegaran was with Briggs
Environmental Service (Asia) Pte Ltd as an Operations/Business
Development Manager. He assisted in setting up the company
in Singapore and its operations regionally, and was responsible
for the management and supervision of chemical/oil spill and
associated marine services including maintenance of plant and
oil spill machinery. In his portfolio of achievements, he has more
than 10 years of experience in managing oil spill response
services, maintenance of machinery, salvage and ocean towage
operations.
He holds a supervisory management certificate awarded by the
School of Oil Pollution Control, Texas A & M University.
Mr Yeo Chong Boon, Senior Operations Manager with the
Group since 1 January 2004. He is responsible for co-ordinating
the movement of vessels, updating vessels’ documents,
communicating with the crew pertaining to clients’ instructions,
checking on compliance with the various authorities and
coordinating the daily requirements of the vessels and crew
matters.
Mr Yeo joined Swissco Offshore as a Shipping Executive in 1975
when his role was to co-ordinate the ship supply section and
logistics and freight forwarding. The company began branching
out into supply vessels and OPL business in 1990 when he has
since been in charge of this business area.
11

CORPORATE STRUCTURE
Swissco International Limited
100%
Swissco Offshore
(Pte) Ltd
(“Swissco Offshore”)
100%
Swissco Offshore Ltd
(“Swissco Seychelles”)
100%
Singapore Marine
Logistics Pte Ltd (“SML”)
99.998%
Regional Marine
Supply Pte Ltd (“RMS”) 1
22.0%
Swiber Holdings Pte Ltd
(“Swiber Holdings”)
100% 80% 100% 100% 100%
Swiber Offshore
Pte Ltd
(“Swiber Offshore”)
PT Swisko
Berjaya
(”Swisko Berjaya”)
Swisko Marine (Malaysia)
Sdn Bhd (“Swisko
Marine Malaysia”)
Apecs Engineering
Limited
(“Apecs
Engineering”) 2
APECS Offshore Pte
Ltd
(“APECS”)
100%
Camvale Pte Ltd
(”Camvale”)
1 Ceased operations
2 Formerly known as Asia Pacific Marine Limited

OPERATIONS REVIEW
Our ship repair and maintenance business reported an increase
in turnover to S$4.1m in FY2005 as compared to S$2.8m in
FY2004. This is attributed to higher demand for ship repair and
maintenance services as a result of the buoyant marine industry.
The ship repair and maintenance business made a profit after
tax of S$657k in FY2005 (S$249K in FY2004). The higher profit
was partly due to tighter credit and cost control.
Gains from other income of S$10.3m in FY2005 (S$4.4m in
FY2004) came mainly from vessel disposals. On the back of a
bullish used tonnage market for offshore support vessels and
barges, the Group capitalized on the situation to dispose,
upgrade and reconfigure its fleet. The increase in demand for
offshore support vessels and other type of vessels has enabled
the Group to dispose of its older and non-core vessels and
replace them with newer and more specialized
support vessels. This is in line with the Group’s fleet
renewal and reconfiguration policies to strategically
focus on such vessels for Oil and Gas industry.
Our associated companies which offer engineering
services and solutions as well as ship chartering
services continue to contribute favourably to the
Group’s performance. They perform similar marine
logistics support services to the Oil and Gas industry
but in different market segments. Some of our
vessels are deployed in their regional operations.
Consequently, their complementary services
boosted our Group’s performance with an
improved contribution of additional S$0.9m in
FY2005 compared to FY2004
For the year in review, our Group’s two core businesses of
providing marine logistics support services to the shipping and
Oil & Gas industries and ship repair and maintenance services
turned in good results. Our Group’s overall performance was
significantly boosted by disposal of vessels as well as healthy
contributions from associated companies.
In FY2005, our Group registered a higher turnover of S$13.9m
(FY2004: S$8.5m). The higher turnover is attributed to the
increase in revenue from offshore vessel chartering and ship
repair services. The Group’s net profit for FY2005 was a record
of S$12.5m (FY2004: S$3.9m) Our gross profit increased from
S$2.0m in FY2004 to S$4.2m in FY2005. The Group made hefty
gains of S$9.4m from vessel disposals and a favourable
contribution of S$2.0m from associated companies.
Our Group’s earnings per share rose to 8.51 cents in FY2005
from 3.07 cents in FY2004. Correspondingly, our net asset
backing per ordinary share increased from 13.27 cents in FY2004
to 21.75 cents in FY2005.
Our Group’s marine logistics support services to the shipping
and Oil & Gas industries saw an increase in turnover as our
new offshore vessels joined the Group’s fleet throughout the
year. The Group experienced a higher demand for our newer
and higher value vessels which contributed to the increased
turnover and gross profit. During the year, the Group took
delivery of 14 vessels and operated a fleet of 19 vessels
(FY2004:19 vessels were operated)
In August 2005, the Company entered into a
restructuring agreement to restructure the
associated companies. Under the agreement, our Company
acquired 27.5% shares of Swiber Holdings Pte Ltd (Swiber
Holdings) in exchange for the Company’s shares in associates
and APECS, The exercise has resulted in a gain from restructuring
of associated companies of S$1.2m.
In October 2005, our associated company, Swiber Holdings,
increased its share capital from S$12m to S$15m by an allotment
of an additional three million ordinary shares at S$2.34 per
share to an independent and unrelated investor. As a result of
the issue of new shares, our Company’s shareholding in Swiber
Holdings is diluted from 27.5% to 22.0% of the total enlarged
share capital of Swiber Holdings. Our Company made a gain
of S$196K from deemed disposal.
Administrative expenses rose from S$2.4m in FY2004 to S$4.6m
in FY2005 primarily due to the recognition of the service
agreements of its key executives and the resultant performance
bonus plan. However, financial and other expenses decreased
from S$1.1m in FY2004 to S$336K in FY2005.
As at year end FY2005 our Company’s debt to equity ratio was
0.17 (FY2004: 0.07). In consequence of our plans to work
towards an optimal fleet size with emphasis on specialized
offshore vessels, we expect our borrowings to increase in FY2006.
Nevertheless, going forward, we will continue to strive to make
every effort to contain our cost and improve our operational
effectiveness and efficiencies.
13

OUR VESSELS
Swissco Star
Swissco 48
Swissco Swift
14

Swissco Success
Swissco Samson
Swissco Sky
15

Corporate Governance Report 17
Directors’ Report 20
Statement by Directors 25
Auditors’ Report 26
Consolidated Income Statement 27
Balance Sheets 28
Consolidated Statement of Changes in Equity 29
Consolidated Cash Flow Statement 30
Notes to Financial Statements 31
Statistics of Shareholdings 71
Notice of Second Annual General Meeting 73
Proxy Form
12

Corporate Governance Report
Swissco International Limited (the “Company”) is committed to uphold a high standard of corporate governance with the Company and its subsidiaries
(The “Group”). The Group strives to protect and enhance value for the shareholders, customers and employees by observing and practising good
corporate governance. The Group’s Corporate Governance Report for FY05 as follows:
Board of Directors
The Board of Directors (the “Board”) comprises 5 directors, 2 of whom are executive and 3 are independent directors. The Board’s principal functions
include supervising the overall management of the business and affairs of the group and approving the Groups’s corporate and strategic policies
and direction. Matters which require the approval of the Board include inter alia, all material acquisitions and disposals of assets and major
undertakings, investment decisions, corporate policies, corporate restructuring and all equity related matters. The Board held three official meetings
in FY05 and all directors attended the meetings. Besides the scheduled meetings, the board do meet informally for discussions concerning Company
matters.
The Group’s Executive Chairman Mr Yeo Chong Lin and Chief Executive Officer (the “CEO”) Alex Yeo Kian Teong are responsible for the day-to-day
operations and administration of the Company. Major issues are brought to the Board for decision with management’s recommendation. As the
Board comprises 3 independent directors who are experienced and knowledgeable in their respective fields, they are well able to exercise objective
and independent judgement, which is beneficial to the growth and advancement of the Company. It is the considered opinion of the Company that
the Board is effective in leading and guiding the Company. In addition, for the purpose of better discharge of their duties, the Directors and Management
have access to independent and professional advice.
To assist in the execution of its responsibilities, the Board has established a number of Board Committees including an Audit Committee, a Remuneration
Committee and a Nominating Committee.
Each director attended the following meetings during the financial year ended 31 December 2005, while a member of the Board:
Type of
Meeting
Held in FY2005
Annual
General
Meeting
1
Board
Meeting
3
Audit
Committee
4
Remuneration
Committee
3
Nominating
Committee
1
Attendance
Yeo Chong Lin
Alex Yeo Kian Teong
Phillip Chan Yee Foo
Dr Chiang Hai Ding
Rohan Kamis
1
1
1
1
1
3
3
3
3
3
NA
4*
4
3
4
NA
3
3
NA
3
NA
1
1
1
NA
* attendance by invitation
Audit Committee
The Audit Committee (the “AC”) comprises 3 independent directors namely Mr Rohan Kamis as Chairman, Phillip Chan and Dr Chiang.
AC Chairman, Mr Rohan Kamis is a certified public accountant and managing partner of Rohan.Mah & Partners, a public accounting firm.
The role of the AC is to assist the Board of Directors in the execution of its corporate governance responsibilities within an established term of
reference. In discharging its duties, the AC covered the following functions:
1. reviews with external auditors the scope and results of the audit, system of internal control, their management letter and management’s response;
2. reviews the financial statements before submission to the Board for approval;
3. reviews the findings of the Internal Auditors to ensure all possible precautions are taken to ensure no irregularities;
4. reviews the interested person transactions in accordance with the Listing Rules of the Singapore Exchange Securities Trading Limited
(“SGX-ST”);
5. reviews all non-audit services provided by external auditors so as to ensure that any provision of such services would not affect the independence
and objectivity of external auditors;
6. considers and recommends the appointment or re-appointment of the external auditors;
7. reports actions and minutes of the AC meetings to the Board of Directors with recommendations as AC considers appropriate;
The AC has full access to and the co-operation of Management and full discretion to invite any Director or Executive Officer to attend its meetings
and reasonable resources to enable it to discharge properly its function.
The Nominating Committee is of the view that the members of the AC are of necessary expertise and experience to discharge its functions.
17

Corporate Governance Report
Remuneration Committee
The Remuneration Committee (the “RC”) comprises Phillip Chan as Chairman, independent director Rohan Kamis and CEO Alex Yeo.
RC Chairman, Phillip Chan, was a former group administrator of Neptune Orient Lines, a public listed company engaging in global transportation.
He was responsible for the group’s human resources management including executive compensation practices and policies. All other members of
the RC are familiar with the sphere of executive compensation.
The RC has been authorised by the Board to carry out the following key duties and responsibilities:
• review and establish executive remuneration policy;
• approve the remuneration packages and service terms of key executives;
• administer the Employee Share Option Scheme;
• recommend directors fees to the Board.
During the year, the RC met three times with full attendance of its members to focus on the following:
1) formalisation of a remuneration and compensation policy for executives; and the introduction of staff grades, salary structure and staff benefits;
2) application and implementation of the guidelines on the payment of director’s fees;
3) administration of the Employee Share Option Scheme including a review of the terms of the Scheme;
In preparation of the adoption of the revised Code of Corporate Governance 2005 (the revised Code”), which will take effect from 1 January 2007
and which require that the members of RC to be entirely non-executive directors, CEO Alex Yeo stepped down as a member of RC on 4 November
2005.
Disclosure on Remuneration
The two Executive Directors of the Company have Service Agreements to govern their appointments. The salient points of the terms are disclosed
in the IPO Prospectus dated 3 November 2004. Save for Directors’ fees, which have to be approved by the Shareholders at every Annual General
Meeting (the “AGM”), the independent Directors do not receive any remuneration from the Company.
The remuneration of the Executive Directors include, among others, a fixed salary and a performance driven variable bonus which is designed to
align their performance with the interests of the Shareholders.
In FY04, the shareholders had approved an employee share option scheme, known as Swissco Share Option Scheme (the “Scheme”). The Company
has implemented the Scheme and granted 300,000 share options to each of the executive directors at an exercise price of S$0.244.
Based on the existing terms and conditions of employment, there are no onerous compensation commitments on the part of the Company in the
event of termination of the services of the Executive Directors.
Name of Directors Directors’ Fees Band A Band B Band C
below S$50,000
Yeo Chong Lin NA ̌
Alex Yeo Kian Teong NA ̌
Phillip Chan Yee Foo
Yes
Dr Chiang Hai Ding
Yes
Rohan Kamis
Yes
Key Executives
E K Lim
Fazil Bin Salleh
Koh Bai Yau
Raju Gnasegaran
Yeo Chong Boon
Yew Yin Fun
̌
̌
̌
̌
̌
̌
Band A refers to remuneration S$249,000 and below
Band B refers to remuneration S$250,000 to S$499,000
Band C refers to remuneration S$500,000 and above
Mr Yeo Chong Boon is the brother of the Executive Chairman Mr Yeo Chong Lin and uncle of the Chief Executive Officer Mr Alex Yeo Kian Teong.
His remuneration does not exceed S$150,000 for FY05.
18

Corporate Governance Report
Internal Audit
The Group outsourced its internal audit function to a professional service firm, C.C. Yang & Associates on 10 May 2005. The internal auditor plans
its internal audit schedules in consultation with the Management and its plan is submitted to the AC for approval. The AC reviews and approves
the annual internal audit plans and resources to ensure that C.C. Yang & Associates has the necessary resources to adequately perform its functions.
The AC has also reviewed and they believed that the internal auditor is independent and have the appropriate standing to perform its function
effectively.
Nominating Committee
The Nominating Committee (the “NC”) comprises independent director Dr Chiang as Chairman, independent director Phillip Chan and CEO
Alex Yeo.
NC Chairman, Dr Chiang is the current Executive Director of SAGE Counselling Centre (Singapore Action Group of Elders), a voluntary welfare
organization. He has been a University lecturer, an elected Member of Parliament, a banker, an Ambassador of Singapore to various countries, and
Economic Adviser Chairman, of Neptune Orient Lines.
The NC has written terms of reference and is responsible for, among others, the appointment, nomination and re-nomination of directors having
regard to their qualifications, performance, contributions and time availability, as well as ensuring that the Board collectively possesses the core
competencies required by the Code. For FY05, the Committee had met and concluded that all current Directors are able to discharge their duties
in the manner that is expected of them, and that the Independent Directors are independent.
The NC discussed the subject of multiple Board directorships and was of the view that its Directors should not hold more than five concurrent
directorships of publicly-listed companies.
The NC also discussed the subject of Board renewal which it held was important to enable the Company to remain dynamic.
The Company’s Articles of Association provide that one-third of the Board is to retire by rotation at the Company’s Annual General Meeting annually.
The NC has recommended the re-election of Mr Phillip Chan, who is retiring at this forthcoming Annual General Meeting. The Board has accepted
the recommendation and the retiring director would be offering himself for re-election.
Greater Shareholders’ Participation
The Board is mindful of the Company’s obligation to provide timely and fair disclosure of any material information in accordance with the Corporate
Disclosure of the SGX-ST and will act promptly as and when required.
All shareholders will be given the Annual Report (full version) and the notice of Annual General Meeting (the “notice of AGM”). In addition, the notice
of AGM will be advertised in the newspapers and announced through SGXNET.
The Company has a website which will also provide Shareholders with current information on the Group’s business and activities.
The Board welcomes the views of Shareholders on matters pertaining to the Company, whether at shareholders’ meeting or on an ad hoc basis.
At AGMs, shareholders will be given the opportunity to ventilate their views and to ask the Directors and Management any questions regarding
the Group, its business and operations.
Dealings in Securities
The Company adopts the SGX-ST Best Practices Guide applicable in relation to dealings in the Company’s securities by its Directors and Officers
(the “D&O”). All Company’s D & O have been informed not to deal in the Company’s shares at all times whilst in possession of unpublished material
price sensitive information and also during the period commencing one month or two weeks (as the case may be) before the announcement of the
Company’s financial report and ending on the date of the announcement of such financial results. It also discourages dealings on short term
considerations. Directors and employees are required to report security dealings to the Company Secretary who will assist to make the necessary
announcements.
The Company Secretary has been tasked to send frequent reminders on this practice and has attended all Board and Committee meetings in FY05
and also assisted the Board to ensure meeting procedures and prevailing laws, rules and regulations are complied with.
Interested Person Transations for FY05
Name of Interested Person
Swissco Structural Mechanical Pte Ltd
Aggregate value of all interested person transactions during
the financial year under review (excluding transactions less
than S$100,000)
Rental expense of S$432,000 paid for the use of the premises
at No 9 Pandan Road Singapore 609257
The Company has no shareholder mandate pursuant to Rule 720 of the Listing Manual.
19

DIRECTORS’ REPORT
The directors present their report to the members together with the audited financial statements of the
Group for the financial year ended 31 December 2005 and the balance sheet of the Company at 31
December 2005.
Directors
The directors of the Company in office at the date of this report are:
Yeo Chong Lin
Alex Yeo Kian Teong
Phillip Chan Yee Foo
Chiang Hai Ding
Rohan Kamis
Arrangements to Enable Directors to Acquire Shares or Debentures
Neither at the end of nor at any time during the financial year was the Company a party to any arrangement
whose object was to enable the directors of the Company to acquire benefits by means of the acquisition
of shares in, or debentures of, the Company or any other body corporate, other than as disclosed under
“Share Options” on pages 21 to 23.
Directors’ Interests in Shares or Debentures
(a)
According to the register of directors’ shareholdings, the interests of the directors holding office
at the end of the financial year in the share capital or debentures of the Company or related
corporations were as follows:
Holdings registered in
Holdings in which a director
name of director
is deemed to have an interest
At At At At
31.12.2005 1.1.2005 31.12.2005 1.1.2005
The Company
(Ordinary shares of $0.08 each)
Yeo Chong Lin – – 98,160,725 98,160,725
Alex Yeo Kian Teong – – 98,160,725 98,160,725
Phillip Chan Yee Foo 100,000 100,000 – –
Chiang Hai Ding 100,000 100,000 – –
Rohan Kamis 100,000 100,000 – –
Yeo Chong Lin and Alex Yeo Kian Teong, who by virtue of their deemed interest of not less than
20% in the issued share capital of the Company, are deemed to have an interest in the entire share
capital of the subsidiaries.
20

DIRECTORS’ REPORT
Directors’ Interests in Shares or Debentures (continued)
(b)
According to the register of directors’ shareholdings, certain of the directors holding office at the
end of the financial year had interests in the options to subscribe for ordinary shares of the Company
granted pursuant to the Swissco Share Option Scheme as set out below and in the paragraphs on
“Share Options”:
Number of unissued ordinary
shares of $0.08 each under
option held by director
At
At
31.12.2005 1.1.2005
Yeo Chong Lin 300,000 –
Alex Yeo Kian Teong 300,000 –
Phillip Chan Yee Foo 80,000 –
Chiang Hai Ding 80,000 –
Rohan Kamis 80,000 –
(c)
The directors’ interests in the shares and options of the Company at 21 January 2006 were the
same at 31 December 2005.
Directors’ Contractual Benefits
Since the end of the previous financial period, no director has received or become entitled to receive a
benefit by reason of a contract made by the Company or a related corporation with the director or with
a firm of which he is a member or with a company in which he has a substantial financial interest except
as disclosed in the consolidated financial statements and in this report.
Share Options
(a)
Swissco Share Option Scheme
The Swissco Share Option Scheme (the “Scheme”) was approved by the members of the Company
at an Extraordinary General Meeting on 21 October 2004. The purpose of the Scheme is to provide
an opportunity for employees, executive directors and non-executive directors who have
contributed to the growth and development of the Group to participate in the equity of the Company
as well as to motivate to optimise their performance.
The aggregate number of Scheme shares issuable under the Scheme shall not exceed 15% of the
issued shares of the Company (“Scheme Limit”). The number of shares comprised in any options
to be offered to a participant in the Scheme shall be determined at the absolute discretion of the
Remuneration Committee, who shall take into account criteria such as the rank, the past
performance, years of service, potential for future development and contribution of the participant.
The Scheme does not allow options to be granted at a discount to a subscriber of the Scheme
shares.
21

DIRECTORS’ REPORT
Share Options (continued)
(a)
Swissco Share Option Scheme (continued)
An employee who is a controlling shareholder of the Company or an associate of a controlling
shareholder shall be eligible to participate in the Scheme if (a) his participation in the Scheme and
(b) the actual number and terms of the options to be granted to him have been approved by the
independent shareholders of the Company in separate resolutions for each such person. The total
number of Scheme shares to be offered to the controlling shareholders and their associates shall
not during the entire operation of the Scheme exceed 25 per cent of the Scheme Limit and the
total number of shares to be offered to a participant who is a controlling shareholder or an associate
of a controlling shareholder shall not during the entire operation of the Scheme exceed 10% of the
Scheme Limit.
The subscription price for each Scheme share shall be the average of the last dealt prices of the
shares on the SGX-SESDAQ for the 5 consecutive market days immediately preceding the Date of
Grant in relation to an option granted to an employee or a director of the Group who is not a
controlling shareholder or an associate of a controlling shareholder.
In relation to an option granted to a person who is a controlling shareholder or an associate of a
controlling shareholder, the subscription price for each Scheme share shall be equal to the average
of the last dealt prices for the Company’s share for the 5 consecutive market days immediately
preceding the latest practicable date prior to the date of any circular, letter or notice to the
shareholders proposing to seek their approval of the grant of such options to such controlling
shareholder or, as the case may be, such associate.
Offers of options made to grantees, if not accepted by the grantees within 30 days will lapse. The
Scheme shall continue in operation for a maximum of 10 years commencing on the date which
the Scheme is adopted by the Company in general meeting, unless otherwise extended by the
shareholders by ordinary resolution in general meeting.
On 15 March 2005 and 29 April 2005, options on 565,000 and 600,000 shares with an exercise price
of $0.256 and $0.244 per ordinary share respectively were granted pursuant to the Scheme (“2005
Options”). The 2005 Options are exercisable from 15 March 2006 and 29 April 2006 and expire on
15 March 2015 and 29 April 2015 respectively. They include the options granted to the directors of
the Company for the number of shares as set out below:
Options granted for financial
Name of director year ended 31.12.2005
Yeo Chong Lin 300,000
Alex Yeo Kian Teong 300,000
Phillip Chan Yee Foo 80,000
Chiang Hai Ding 80,000
Rohan Kamis 80,000
Yeo Chong Lin and Alex Yeo Kian Teong are controlling shareholders of the Company.
22

DIRECTORS’ REPORT
Share Options (continued)
(a)
Swissco Share Option Scheme (continued)
No shares were issued during the financial year by virtue of the exercise of options to take up
unissued shares of the Company, or its subsidiaries.
No employee or director of the Group has received 5 per cent or more of the total number of
options available under the Scheme.
The Remuneration Committee administering the Scheme comprises the following directors:
Phillip Chan Yee Foo – Chairman
Rohan Kamis – member
Alex Yeo Kian Teong (stepped down as a member on 4 November 2005)
Chiang Hai Ding (appointed as a member on 27 February 2006)
(b)
Share Options outstanding
The number of unissued ordinary shares of the Company under option outstanding as at the end
of the financial year is as follows:
Swissco Share Option Scheme:
Number
outstanding at
Option granted on 31.12.2005 Exercise price Exercise Period
15.3.2005 565,000 $0.256 15.3.2006 – 15.3.2015
29.4.2005 600,000 $0.244 29.4.2006 – 29.4.2015
23

DIRECTORS’ REPORT
Audit Committee
The Audit Committee (“AC”) carried out its functions in accordance with Section 201B(5) of the Singapore
Companies Act, including the following:
• reviews the audit plans and the scope of examination of external auditors of the Group;
• reviews findings of the external auditors, the scope and the results of the audit, system of internal
controls, their management letters and management’s response;
• reviews the audit plan and reports of internal auditors.
• reports actions and submits minutes of the AC meetings to the Board of Directors with such
recommendations as the AC considers appropriate;
• reviews interested person transactions in accordance with the Listing Rules of the Singapore
Exchange Securities Trading Limited (“SGX-ST”).
• reviews the financial statements before submitting them to the Board for approval and for reporting
to SGX-SESDAQ;
• reviews legal and regulatory matters that may have material impact on the financial statements;
The AC reviewed the nature and amount of non-audit services provided by external auditors and is satisfied
that the provision of such services does not affect their independence and objectivity. The AC has
recommended the re-appointment of PricewaterhouseCoopers as auditors for the next ensuing year.
The AC has full access to and the co-operation of management and full discretion to invite any Director
or Executive Officer to attend its meetings and reasonable resources to enable it to discharge its function
properly.
Auditors
The auditors, PricewaterhouseCoopers, have expressed their willingness to accept re-appointment.
On behalf of the directors
Yeo Chong Lin
Director
Alex Yeo Kian Teong
Director
3 April 2006
24

STATEMENT BY DIRECTORS
In the opinion of the directors,
(a)
the balance sheet of the Company and the consolidated financial statements of the Group as set
out on pages 27 to 70 are drawn up so as to give a true and fair view of the state of affairs of the
Company and of the Group at 31 December 2005 and of the results of the business, changes in
equity and cash flows of the Group for the financial year then ended; and
(b)
at the date of this statement, there are reasonable grounds to believe that the Company will be
able to pay its debts as and when they fall due.
On behalf of the directors
Yeo Chong Lin
Director
Alex Yeo Kian Teong
Director
3 April 2006
25

AUDITORS’ REPORT
To The Members of Swissco International Limited
We have audited the accompanying financial statements of Swissco International Limited for the financial
year ended 31 December 2005 set out on pages 27 to 70, comprising the balance sheet of the Company
and the consolidated financial statements of the Group. These financial statements are the responsibility
of the Company’s directors. Our responsibility is to express an opinion on these financial statements
based on our audit.
We conducted our audit in accordance with Singapore Standards on Auditing. Those Standards require
that we plan and perform our audit to obtain reasonable assurance whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by the directors, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion,
(a)
(b)
the accompanying balance sheet of the Company and the consolidated financial statements of
the Group are properly drawn up in accordance with the provisions of the Companies Act, Cap 50
(“the Act”) and Singapore Financial Reporting Standards so as to give a true and fair view of the
state of affairs of the Company and of the Group as at 31 December 2005, and the results, changes
in equity and cash flows of the Group for the financial year ended on that date; and
the accounting and other records required by the Act to be kept by the Company and by those
subsidiaries incorporated in Singapore of which we are the auditors have been properly kept in
accordance with the provisions of the Act.
PricewaterhouseCoopers
Certified Public Accountants
Singapore, 3 April 2006
26

CONSOLIDATED INCOME STATEMENT
For the financial year ended 31 December 2005
Note 2005 2004
$ $
Sales 5 13,890,015 8,529,184
Cost of sales (9,646,989) (6,480,504)
Gross profit 4,243,026 2,048,680
Other gains
– Miscellaneous 5 10,339,548 4,358,919
– Exceptional gains 6 1,397,000 –
Expenses
– Administrative (4,642,383) (2,379,206)
– Other operating (199,793) (756,106)
– Finance 8 (135,965) (348,318)
Share of profit of associated companies 1,938,755 1,048,631
Profit before tax 12,940,188 3,972,600
Income tax expense 10 (459,864) (100,000)
Net profit for the financial year 12,480,324 3,872,600
Earnings per share (cents) 11
– Basic 8.51 3.07
– Diluted 8.50 3.07
The accompanying notes form an integral part of these financial statements.
Auditors’ report – Page 26
27

BALANCE SHEETS
As at 31 December 2005
The Group
The Company
Note 2005 2004 2005 2004
$ $ $ $
ASSETS
Current assets
Cash and cash equivalents 12 4,205,800 3,733,422 18,962 2,047,110
Trade and other receivables 13 5,224,519 2,767,636 7,803,820 2,933,135
Inventories 14 63,652 34,633 – –
Other current assets 15 605,131 207,440 27,986 24,724
10,099,102 6,743,131 7,850,768 5,004,969
Non-current assets
Club membership, at fair value 4,000 4,000 – –
Available-for-sale financial assets 16 – 15,000 – 75,139
Investments in subsidiaries 17 – – 7,685,782 7,685,782
Investments in associated companies 18 6,063,898 3,223,143 3,450,647 2,174,512
Property, plant and equipment 19 30,302,926 15,078,444 – –
36,370,824 18,320,587 11,136,429 9,935,433
Total assets 46,469,926 25,063,718 18,987,197 14,940,402
LIABILITIES
Current liabilities
Trade and other payables 20 7,957,690 3,151,820 1,697,311 151,511
Borrowings 21 3,753,556 472,200 – –
Current tax liabilities 10 674,630 300,843 – –
12,385,876 3,924,863 1,697,311 151,511
Non-current liabilities
Borrowings 21 1,626,278 913,500 – –
Deferred tax liabilities 10 101,530 118,980 – –
Deferred income 23 452,503 642,960 – –
2,180,311 1,675,440 – –
Total liabilities 14,566,187 5,600,303 1,697,311 151,511
Net assets 31,903,739 19,463,415 17,289,886 14,788,891
SHAREHOLDERS’ EQUITY
Share capital 25 11,735,434 11,735,434 11,735,434 11,735,434
Share premium 3,915,520 3,915,520 3,915,520 3,915,520
Other reserves 26 (40,000) – 30,000 –
Retained earnings 27 16,292,785 3,812,461 1,608,932 (862,063)
Total shareholders’ equity 31,903,739 19,463,415 17,289,886 14,788,891
The accompanying notes form an integral part of these financial statements.
Auditors’ report – Page 26
28

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the financial year ended 31 December 2005
Share Share Merger Other Retained
Note capital premium reserves** reserves earnings Total
$ $ $ $ $ $
Balance as at
1 January 2005
– As previously reported 11,735,434 3,915,520 – – 3,812,461 19,463,415
– Effect of changes in
accounting policies 16 – – – 1,791,000 – 1,791,000
– As restated 11,735,434 3,915,520 – 1,791,000 3,812,461 21,254,415
Net profit – – – – 12,480,324 12,480,324
Reversal on restructuring of
associated companies 26(b) – – – (1,791,000) – (1,791,000)
Employee share option scheme – – – 30,000 – 30,000
Currency translation differences – – – (70,000) – (70,000)
Balance as at
31 December 2005 11,735,434 3,915,520 – (40,000) 16,292,785 31,903,739
Balance as at
1 January 2004* 1,558,716 – – – 11,071,846 12,630,562
Total recognised gain for
the financial year – net profit – – – – 3,872,600 3,872,600
Issue of share capital
upon incorporation 2 – – – – 2
Movements arising from
Restructuring Exercise
Adjustment arising from
Restructuring Exercise (1,558,716) – (8,376,716) – – (9,935,432)
Excess of cash consideration
over assets acquired – – – – (2,755,269) (2,755,269)
Transferred from retained
earnings to Merger reserve – – 8,376,716 – (8,376,716) –
Issue of share capital pursuant
to Restructuring Exercise 9,935,432 – – – – 9,935,432
Sub-total 8,376,716 – – – (11,131,985) (2,755,269)
Issue of shares pursuant to
Initial Public Offering 1,800,000 4,500,000 – – – 6,300,000
Share issue expenses – (584,480) – – – (584,480)
Balance as at
31 December 2004 11,735,434 3,915,520 – – 3,812,461 19,463,415
* These balances represent the share capital and retained earnings of the subsidiaries prior to the Restructuring Exercise which
was undertaken for the purpose of the Company’s listing on the SGX-SESDAQ in 2004 (note 25(b)).
** Merger reserves represent the difference between the nominal value of shares issued by the Company and the nominal value
of the shares of the subsidiaries acquired as part of the Restructuring Exercise.
The accompanying notes form an integral part of these financial statements.
Auditors’ report – Page 26
29

CONSOLIDATED CASH FLOW STATEMENT
For the financial year ended 31 December 2005
Note 2005 2004
$ $
Cash flows from operating activities
Profit before tax 12,940,188 3,972,600
Adjustments for:
Share of results of associated companies (1,938,755) (1,048,631)
Employee share option benefit 30,000 –
Amortisation of deferred income (190,457) (14,840)
Depreciation of property, plant and equipment 1,083,950 1,156,827
Interest expense 135,965 348,318
Interest income (62,415) –
Property, plant and equipment written off 14,568 –
Initial Public Offering expense – 584,480
Gain on disposal of property, plant and equipment (9,456,010) (4,332,020)
Gain arising from restructuring of associates (1,201,000) –
Gain arising from the deemed disposal of associate (196,000) –
Operating cash flow before working capital changes 1,160,034 666,734
Changes in operating assets and liabilities:
Trade and other receivables (2,016,883) 866,267
Inventories (29,019) 8,672
Other current assets (397,691) (30,914)
Trade and other payables 2,662,906 (798,699)
Cash generated from operations 1,379,347 712,060
Income tax paid (103,527) (2,750)
Net cash inflow from operating activities 1,275,820 709,310
Cash flows from investing activities
Interest received 62,415 –
Proceeds from sale of property, plant and equipment 22,028,674 8,844,522
Purchase of property, plant and equipment (26,457,700) (6,624,077)
Net cash (outflow)/inflow from investing activities (4,366,611) 2,220,445
Cash flows from financing activities
Proceeds from issue of shares – 6,300,002
Initial Public Offering expense – (1,168,960)
Interest expense (135,965) (348,318)
Proceeds from borrowings 9,775,654 –
Repayment of finance lease liabilities (402,980) (233,018)
Repayment of short-term bank loans (5,673,540) (1,461,960)
Net cash inflow from financing activities 3,563,169 3,087,746
Net increase in cash and cash equivalents held 472,378 6,017,501
Cash and cash equivalents at beginning of the financial year 3,733,422 (2,284,079)
Cash and cash equivalents at end of the financial year 12 4,205,800 3,733,422
The accompanying notes form an integral part of these financial statements.
Auditors’ report – Page 26
30

NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2005
These notes form an integral part of and should be read in conjunction with the accompanying financial
statements.
1. General
Swissco International Limited (“the Company”) is a public limited company which is domiciled
and incorporated in Singapore. The Company is listed on the SESDAQ of the Singapore Exchange
Securities Trading Limited. Its registered office and principal place of business is located at No. 9
Pandan Road, Singapore 609257.
The principal activity of the Company is that of an investment holding company. The principal
activities of its subsidiaries are set out in note 17 to the financial statements.
There have been no significant changes in the nature of these activities during the financial year.
2. Significant Accounting Policies
(a)
Basis of preparation
The financial statements have been prepared in accordance with Singapore Financial
Reporting Standards (“FRS”). The financial statements have been prepared under the
historical cost convention, except as disclosed in the accounting policies below.
The preparation of financial statements in conformity with FRS requires management to
exercise its judgement in the process of applying the Group’s accounting policies. It also
requires the use of accounting estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities at the date of the
financial statements, and the reported amounts of revenues and expenses during the financial
year. Although these estimates are based on management’s best knowledge of current events
and actions, actual results may ultimately differ from those estimates. Critical accounting
estimates and assumptions used that are significant to the financial statements, and areas
involving a higher degree of judgement or complexity, are disclosed in the Note 4 to the
financial statements.
In 2005, the Group and the Company adopted the new or revised FRS that are applicable in
the current financial year. The 2004 financial statements have been amended as required, in
accordance with the relevant transitional provisions in the respective FRS. The following
are the FRS that are relevant to the Group:
FRS 1 (revised 2004)
FRS 2 (revised 2004)
FRS 8 (revised 2004)
FRS 10 (revised 2004)
Presentation of Financial Statements
Inventories
Accounting Policies, Changes in Accounting Estimates
and Errors
Events after the Balance Sheet Date
31

NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2005
2. Significant Accounting Policies (continued)
(a)
Basis of preparation (continued)
FRS 16 (revised 2004)
FRS 17 (revised 2004)
FRS 21 (revised 2004)
FRS 24 (revised 2004)
FRS 27 (revised 2004)
FRS 28 (revised 2004)
FRS 32 (revised 2004)
FRS 33 (revised 2004)
FRS 36 (revised 2004)
FRS 38 (revised 2004)
FRS 39 (revised 2004)
FRS 102
FRS 103
Property, plant and equipment
Leases
The Effects of Changes in Foreign Exchange Rates
Related Party Disclosures
Consolidated and Separate Financial Statements
Investments in Associates
Financial instruments: Disclosure and Presentation
Earnings per Share
Impairment of Assets
Intangible Assets
Financial Instruments: Recognition and Measurement
Share-based Payments
Business Combinations
The adoption of the above FRS did not result in substantial changes to the Group’s accounting
policies except as disclosed in Note 3.
(b)
Revenue recognition
Revenue for the Group comprises the fair value of the consideration received or receivables
for the sale of goods and rendering of services, net of goods and services tax, rebates and
discounts, and after eliminating sales within the Group.
Charter hire income is taken to the income statement on a straight line basis over the charter
hire period, and after eliminating sales within the Group companies.
Revenue from the sale of goods is recognised on completion of delivery when significant
risks and rewards of ownership of the goods are transferred to the buyer.
Revenue from rendering of services for short-term project is recognised upon completion
of the job as certified by the service engineers. For long-term project, revenue is recognised
over the period in which the services are rendered, by reference to completion of the specific
transaction assessed on the basis of the actual service provided as a proportion of the total
services to be performed. Provision is made in full where applicable for anticipated losses
on project in progress.
Interest income is accrued on time apportionment basis using the effective interest method.
Dividends are recognised when the right to receive payment is established.
Revenue arising from rental is recognised on a straight line basis over the period of the
leases.
32

NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2005
2. Significant Accounting Policies (continued)
(c)
Group accounting
(i)
Subsidiaries
Subsidiaries are entities (including special purpose entities) over which the Group
has power to govern the financial and operating policies, generally accompanying a
shareholding of more than one half of the voting rights. The existence and effect of
potential voting rights that are currently exercisable or convertible are considered
when assessing whether the Group controls another entity.
The purchase method of accounting is used to account for the acquisition of
subsidiaries by the Group. The cost of an acquisition is measured as the fair value of
the assets given, equity instruments issued or liabilities incurred or assumed at the
date of exchange, plus costs directly attributable to the acquisition. Identifiable assets
acquired and liabilities and contingent liabilities assumed in a business combination
are measured initially at their fair values on the date of acquisition date, irrespective
of the extent of any minority interest. The excess of the cost of acquisition over the
fair value of the Group’s share of the identifiable net assets acquired is recorded as
goodwill. If the cost of acquisition is less than fair value of the net assets of the
subsidiary acquired, the difference is recognised directly in the income statement.
Subsidiaries are consolidated from the date on which control is transferred to the
Group. They are de-consolidated from the date that control ceases.
In preparing the consolidated financial statements, intercompany transactions,
balances, unrealised gains on transactions between group companies are eliminated.
Unrealised losses are also eliminated unless transaction provides evidence of an
impairment of the asset transferred. Where necessary, adjustments are made to the
financial statements of subsidiaries to ensure consistency of accounting policies with
those of the Group.
Minority interest is that part of the net results of operations and of net assets of a
subsidiary attributable to interests which are not owned directly or indirectly by the
Group. It is measured at the minorities’ share of the fair values of the subsidiaries’
identifiable assets and liabilities at the date of acquisition by the Group and the
minorities’ share of changes in equity since the date of acquisition, except when the
losses applicable to the minority in a subsidiary exceed the minority interest in the
equity of that subsidiary. In such cases, the excess and further losses applicable to the
minority are attributed to the equity holders of the Company, unless the minority has
a binding obligation to, and is able to, make good the losses. When that subsidiary
subsequently reports profits, the profits applicable to the minority are attributed to
the equity holders of the Company until the minority’s share of losses previously
absorbed by the equity holders of the Company has been recovered.
Please refer to note 2(f) for the Company’s accounting policy on investments in
subsidiaries.
33

NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2005
2. Significant Accounting Policies (continued)
(c)
Group accounting (continued)
(ii)
Associated companies
Associated companies are entities over which the Group has significant influence,
but not control, generally accompanying a shareholding of between and including
20% and 50% of the voting rights. Investments in associated companies are accounted
for in the consolidated financial statements using the equity method of accounting.
Investments in associated companies in the consolidated balance sheet include
goodwill (net of accumulated amortisation) identified on acquisition, where applicable.
Please refer to Note 2(d) for the Group’s accounting policy on goodwill.
Equity accounting involves recording investments in associated companies initially
at cost, and recognising the Group’s share of associated companies’ post-acquisition
results and its share of post-acquisition movements in reserves against the carrying
amount of the investments. When the Group’s share of losses in an associated company
equals or exceeds its interest in the associated company, including any other unsecured
receivables, the Group does not recognise further losses, unless it has incurred
obligations or made payments on behalf of the associated company.
In applying the equity method of accounting, unrealised gains on transactions between
the Group and its associated companies are eliminated to the extent of the Group’s
interest in the associated companies. Unrealised losses are also eliminated unless
the transaction provides evidence of an impairment of the asset transferred. Where
necessary, adjustments are made to the financial statements of associated companies
to ensure consistency of accounting policies with those of the Group.
Please refer to Note 2(f) for the Company’s accounting policy on investments in
associated companies.
(iii)
Transaction costs
Costs directly attributable to an acquisition are included as part of the cost of
acquisition.
(d)
Goodwill
Goodwill represents the excess of the cost of an acquisition of subsidiaries or associated
companies over the fair value at the date of acquisition of the Group’s share of their
identifiable net assets. Goodwill recognised as intangible assets is tested at least annually
for impairment and carried at cost less accumulated impairment losses.
34

NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2005
2. Significant Accounting Policies (continued)
(e)
Property, plant and equipment
All property, plant and equipment are stated at cost less accumulated depreciation and
accumulated impairment losses.
Depreciation of property, plant and equipment is calculated using the straight-line method
to allocate their depreciable amounts over their estimated useful lives. The estimated useful
lives are as follows:
Useful lives
Vessels/barges
Leasehold buildings
Motor vehicles
Furniture, fittings and computers
Plant and equipment
15 years
the shorter of 50 years or
the lease term
5 years
3 – 10 years
5 years
No depreciation is provided on vessels-in-construction.
The useful lives of property, plant and equipment are reviewed, and adjusted as appropriate,
at each balance sheet date.
Subsequent expenditure relating to property, plant and equipment that has already been
recognised is added to the carrying amount of the asset when it is probable that future
economic benefits, in excess of the originally assessed standard of performance of the asset
between the expenditure was made, will flow to the Group and the cost can be reliably
measured. Other subsequent expenditure is recognised as an expense during the financial
year in which it is incurred.
Where an indication of impairment exists, the carrying amount of the asset is assessed and
written down immediately to its recoverable amount.
On disposal of an item of property, plant and equipment, the difference between the net
disposal proceeds and its carrying amounts are taken to the income statement.
(f)
Investments in subsidiaries and associated companies
Investments in subsidiaries and associated companies are stated at cost less accumulated
impairment losses in the Company’s balance sheet.
On disposal of investments in subsidiaries and associated companies, the difference between
net disposal proceeds and its carrying amount is taken to the income statement.
35

NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2005
2. Significant Accounting Policies (continued)
(g)
Impairment of assets
(i)
Goodwill
Goodwill is tested annually for impairment, as well as when there is any indication
that the goodwill may be impaired.
For the purpose of impairment testing of goodwill, goodwill is allocated to the cashgenerating-units
(CGU) expected to benefit from synergies of the business combination.
An impairment loss is recognised in the income statement when the carrying amount
of CGU, including the goodwill, exceeds the recoverable amount of the CGU.
Recoverable amount of the CGU is the higher of the CGU’s fair value less cost to sell
and value in use.
Impairment loss on goodwill is not reversed in the subsequent period.
(ii)
Property, plant and equipment
Investments in subsidiaries and associated companies
Property, plant and equipment and investments in subsidiaries and associated
companies are reviewed for impairment whenever there is any indication that these
assets may be impaired. If any such indication exists, the recoverable amount (i.e. the
higher of the fair value less cost to sell and value in use) of the asset is estimated to
determine the amount of impairment loss.
For the purpose of impairment testing of these assets, recoverable amount is
determined on an individual asset basis unless the asset does not generate cash flows
that are largely independent of those from other assets. If this is the case, recoverable
amount is determined for the CGU to which the asset belongs to.
If the recoverable amount of the asset (or CGU) is estimated to be less than its carrying
amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount.
The impairment loss is recognised in the income statement unless the asset is carried at
revalued amount, in which case, such impairment loss is treated as a revaluation decrease.
An impairment loss for an asset other than goodwill is reversed if, and only if, there
has been a change in the estimates used to determine the assets’ recoverable amount
since the last impairment loss was recognised. The carrying amount of an asset other
than goodwill is increased to its revised recoverable amount, provided that this amount
does not exceed the carrying amount that would have been determined (net of
amortisation or depreciation) had no impairment loss been recognised for the asset
in prior years. A reversal of impairment loss for an asset other than goodwill is
recognised in the income statement, unless the asset is carried at revalued amount,
in which case, such reversal is treated as a revaluation increase.
36

NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2005
2. Significant Accounting Policies (continued)
(h)
Investments in financial assets
(I)
Classification
The Group classifies its investments in financial assets in the following categories:
loans and receivables and available-for-sale financial assets. The classification depends
on the purpose for which the assets were acquired. Management determines the
classification of its financial assets at initial recognition and re-evaluates this
designation at every reporting date.
(i)
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or
determinable payments that are not quoted in an active market. They arise when
the Group provides money, goods or services directly to a debtor with no
intention of trading the receivable. They are included in current assets, except
those maturing more than 12 months after the balance sheet date. These are
classified as non-current assets. Loans and receivables are included in trade
and other receivables on the balance sheet (Note 2(i)).
(ii)
Available-for-sale financial assets
Available-for-sale financial assets are non-derivatives that are either designated
in this category or not classified in any of the other categories. They are included
in non-current assets unless management intends to dispose of the assets within
12 months after the balance sheet date.
(II)
Recognition and derecognition
Purchases and sales of available-for-sale financial assets are recognised on tradedate
– the date on which the Group commits to purchase or sell the asset. Financial
assets are derecognised when the rights to receive cash flows from the financial assets
have expired or have been transferred and the Group has transferred substantially all
risks and rewards of ownership.
(III)
Initial measurement
Financial assets are initially recognised at fair value plus transaction costs.
37

NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2005
2. Significant Accounting Policies (continued)
(h)
Investments in financial assets (continued)
(IV)
Subsequent measurement
Available-for-sale financial assets are subsequently carried at fair value. Loans and
receivables are carried at amortised cost using the effective interest method.
Unrealised gains and losses arising from changes in the fair value of investments
classified as available-for-sale are recognised in the fair value reserve within equity.
When investments classified as available-for-sale are sold or impaired, the
accumulated fair value adjustments in the fair value reserve within equity are included
in the income statement.
(V)
Determination of fair value
The fair values of quoted financial assets are based on current bid prices. If the market
for a financial asset is not active, the Group establishes fair value by using valuation
techniques. These include the use of recent arm’s length transactions, reference to
other instruments that are substantially the same, discounted cash flow analysis, and
option pricing models refined to reflect the issuer’s specific circumstances.
(VI)
Impairment
The Group assesses at each balance sheet date whether there is objective evidence
that a financial asset or a group of financial assets is impaired. In the case of equity
investments classified as available for sale, a significant or prolonged decline in the
fair value of the investment below its cost is considered in determining whether the
investments are impaired. If any such evidence exists for available-for-sale financial
assets, the cumulative loss – measured as the difference between the acquisition cost
and the current fair value, less any impairment loss on that financial asset previously
recognised in profit or loss – is removed from the fair value reserve within equity and
recognised in the income statement. Impairment losses recognised in the income
statement on equity investments are not reversed through the income statement,
until the equity investments are disposed of.
(i)
Trade receivables
Trade receivables are recognised initially at fair value and subsequently measured at
amortised cost using the effective interest method, less allowance for impairment. An
allowance for impairment of trade receivables is established when there is objective evidence
that the Group will not be able to collect all amounts due according to the original terms of
the receivables. The amount of the allowance is the difference between the asset’s carrying
amount and the present value of estimated future cash flows, discounted at the original
effective interest rate. The amount of the allowance is recognised in the income statement.
38

NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2005
2. Significant Accounting Policies (continued)
(j)
Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred.
Borrowings are subsequently stated at amortised cost. Any difference between the proceeds
(net of transaction costs) and the redemption value is taken to the income statement over
the period of the borrowings using the effective interest method.
(k)
Trade payables
Trade payables are initially measured at fair value, and subsequently measured at amortised
cost, using the effective interest method.
(l)
Fair value estimation
The fair value of financial instruments that are not traded in an active market is determined
by using valuation techniques. The Group uses a variety of methods and makes assumptions
that are based on market conditions existing at each balance sheet date. Quoted market
prices or dealer quotes for similar instruments are used for long-term debt. Other techniques,
such as estimated discounted cash flows, are used to determine fair value for the remaining
financial instruments.
The carrying amount of current receivables and payables are assumed to approximate their
fair values. The fair value of financial liabilities for disclosure purposes is estimated by
discounting the future contractual cash flows at the current market interest rate that is
available to the Group for similar financial instruments.
(m)
Accounting for leases
Finance leases
Leases of assets in which the Group assumes substantially the risks and rewards of ownership
are classified as finance leases. Finance leases are capitalised at the inception of the lease at
the lower of the fair value of the leased asset and the present value of the minimum lease
payments. Each lease payment is allocated between the liability and finance charge so as to
achieve a constant rate on the finance balance outstanding. The corresponding rental
obligations, net of finance charges, are included in borrowings. The interest element of the
finance cost is taken to the income statement over the lease period so as to produce a
constant periodic rate of interest on the remaining balance of the liability for each period.
39

NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2005
2. Significant Accounting Policies (continued)
(m)
Accounting for leases (continued)
Operating leases
Leases of assets in which a significant portion of the risks and rewards of ownership are
retained by the lessor are classified as operating leases. Payments made under operating
leases (net of any incentives received from the lessor) are taken to the income statement on
a straight-line basis over the period of the lease.
When an operating lease is terminated before the lease period has expired, any payment
required to be made to the lessor by way of penalty is recognised as an expense in the
period in which termination takes place.
(n)
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined on a
first-in, first-out basis. Net realisable value is the estimated selling price in the ordinary
course of business, less the costs of completion and selling expenses.
(o)
Deferred income taxes
Deferred income tax is provided in full, using the liability method, on temporary differences
arising between the tax bases of assets and liabilities and their carrying amounts in the
financial statements. However, if the deferred income tax arises from initial recognition of
an asset or liability in a transaction other than a business combination that at the time of the
transaction affects neither accounting nor taxable profit or loss, it is not accounted for.
Deferred income tax is determined using tax rates (and laws) that have been enacted or
substantially enacted by the balance sheet date and are expected to apply when the related
deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred income tax assets are recognised to the extent that it is probable that future taxable
profit will be available against which the temporary differences can be utilised.
Deferred income tax is provided on temporary differences arising on investments in
subsidiaries and associated companies, except where the timing of the reversal of the
temporary difference can be controlled and it is probable that the temporary difference will
not reverse in the foreseeable future.
40

NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2005
2. Significant Accounting Policies (continued)
(p)
Employee benefits
(1) Defined contribution plans
Defined contribution plans are post-employment benefit plans under which the Group
pays fixed contributions into separate entities such as Central Provident Fund, and
will have no legal or constructive obligation to pay further contributions if any of the
funds does not hold sufficient assets to pay all employee benefits relating to employee
service in the current and preceding financial years. The Group’s contribution to defined
contribution plans are recognised in the financial year to which they relate.
(2) Employee leave entitlement
Employee entitlements to annual leave are recognised when they accrue to employees.
A provision is made for the estimated liability for annual leave as a result of services
rendered by employees up to the balance sheet date.
(3) Shared-based compensation
The Group operates an equity-settled, share-based compensation plan. The fair value
of the employee services received in exchange for the grant of the options is recognised
as an expense in the income statement with a corresponding increase in the share
option reserve over the vesting period. The total amount to be recognised over the
vesting period is determined by reference to the fair value of the options granted,
excluding the impact of any non-market vesting conditions (for example, profitability
and sales growth targets), on the date of grant. Non-market vesting conditions are
included in assumptions about the number of options that are expected to become
exercisable on vesting date. At each balance sheet date, the entity revises its estimates
of the number of options that are expected to become exercisable on vesting date. It
recognises the impact of the revision of original estimates, if any, in the income statement,
and a corresponding adjustment to equity over the remaining vesting period.
The proceeds received net of any directly attributable transaction costs are credited
to share capital when the options are exercised.
(q)
Currency translation
(1) Functional and presentation currency
Items included in the financial statements of each entity in the Group are measured
using the currency of the primary economic environment in which the entity operates
(“the functional currency”). The consolidated financial statements are presented in
Singapore Dollars, which is the Company’s functional and presentation currency.
41

NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2005
2. Significant Accounting Policies (continued)
(q)
Currency translation (continued)
(2) Transactions and balances
Transactions in a currency other than the functional currency (“foreign currency”) are
translated into the functional currency using the exchange rates prevailing at the dates
of the transactions. Currency translation gains and losses resulting from the settlement
of such transactions and from the translation at year-end exchange rates of monetary
assets and liabilities denominated in foreign currencies are recognised in the income
statement, except for currency translation differences on net investment in foreign
entities and borrowings and other currency instruments qualifying as net investment
hedges for foreign operations in the consolidated financial statements.
Currency translation differences on non-monetary items, such as equity investments
classified as available-for-sale financial assets, are included in the fair value reserve
within equity.
(3) Translation of Group entities’ financial statements
The results and financial position of group entities (none of which has the currency of
a hyperinflationary economy) that have a functional currency different from the
presentation currency are translated into the presentation currency as follows:
(i)
(ii)
(iii)
Assets and liabilities for each balance sheet presented are translated at the
closing rate at the date of the balance sheet;
Income and expenses for each income statement are translated at average
exchange rates (unless this average is not a reasonable approximation of the
cumulative effect of the rates prevailing on the transaction dates, in which case
income and expenses are translated using the exchange rates at the dates of
the transactions); and
All resulting exchange differences are taken to the foreign currency translation
reserve.
(r)
Segment reporting
A business segment is a group of assets and operations engaged in providing products and
services that are subject to risks and returns that are different from those of other business
segments. A geographical segment is engaged in providing products or services within a
particular economic environment that is subject to risks and returns that are different from
those of segments operating in other economic environments.
42

NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2005
2. Significant Accounting Policies (continued)
(s)
Cash and cash equivalents
For the purposes of the consolidated cash flow statement, cash and cash equivalents
comprise cash on hand and deposits held at call with banks.
(t)
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue
of new shares are taken to equity as a deduction, net of tax, from the proceeds.
(u)
Dividend
Final dividends are recorded in the financial year in which the dividends are approved by
the shareholders. Interim dividends are recorded in the financial year in which they are
declared payable.
3. Effects on Financial Statements on Adoption of New or Revised FRS
The effects on adoption of the following FRS in 2005 are set out below:
(a) FRS 39 (revised 2004) Financial Instruments: Recognition and Measurement and FRS 32
(revised 2004) Financial Instruments: Disclosure and Presentation
(i)
Under FRS 39 (revised 2004), the investments in equity interests of other companies
are classified as “available-for-sale financial assets” and are initially recognised at
fair value and subsequently measured at fair value at the balance sheet date with all
gains and losses other than impairment loss taken to equity. Impairment loss is taken
to the income statement in the period it arises. On disposal, gains and losses previously
taken to equity are included in the income statement (Note 2(h)).
This change was effected prospectively from 1 January 2005 and consequently affected
the following balance sheet items as at 1 January 2005.
The Group The Company
$ $
Increase/(decrease) in:
Available-for-sale financial assets (note 16) 1,791,000 1,730,861
Fair value reserve 1,791,000 1,730,861
This change did not materially affect the financial statements for the year ended
31 December 2005.
43

NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2005
3. Effects on Financial Statements on Adoption of New or Revised FRS (continued)
(a) FRS 39 (revised 2004) Financial Instruments: Recognition and Measurement and FRS 32
(revised 2004) Financial Instruments: Disclosure and Presentation (continued)
(ii)
Previously, the Group’s trade and other payables and bank borrowings were stated at
cost. Bank borrowings were stated at the proceeds received and transaction costs on
borrowings were classified as deferred charges and amortised on a straight-line basis
over the period of the borrowings. These financial liabilities are not held for trading
and have not been designated as fair value through profit or loss at inception on
adoption of FRS 39 (revised 2004). In accordance with FRS 39 (revised 2004), they are
initially recognised at fair value less transaction costs and subsequently accounted
for at amortised cost using the effective interest method (note 2(j) and note 2(k)).
This change did not materially affect the financial statements for the year ended
31 December 2005.
(b)
FRS 102 Share-based Payments
On adoption of FRS 102, an expense is recognised in the income statement for share
options issued with a corresponding increase in the share option reserve (Note 2(p)(3)).
The Group recognised a share option expense of $30,000 in the income statement with a
corresponding increase in the share option reserve in the balance sheet for the financial
year ended 31 December 2005.
4. Critical Accounting Estimates and Judgements
Estimates and judgements are continually evaluated and are based on historical experience and
other factors, including expectations of future events that are believed to be reasonable under
the circumstances.
The Group makes estimates and assumptions concerning the future. The resulting accounting
estimates will, by definition, seldom equal the related actual results. The estimates and assumptions
that have a significant risk of causing a material adjustment to the carrying amounts of assets and
liabilities within the next financial year are discussed below:
(i)
Estimated impairment of goodwill included in investments in associated companies
The Group tests whether goodwill has suffered any impairment, in accordance with the
accounting policy stated in Note 2(g). The recoverable amounts of cash-generating units
have been determined based on value-in-use calculations. These calculations use cash flow
projections based on financial budgets approved by management of the associated company
covering a five-year period.
The key assumptions used for value-in-use calculations for the five-year cash flow projection
are as follows:
Growth rate 10%
Discount rate 5%
If the management’s estimated growth rate had been lower by 10% and the discount rate
applied to discounted cash flows had been raised by 1% from management estimation, the
carrying amount of the goodwill will still not impair.
44

NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2005
5. Revenue
The Group
2005 2004
$ $
Sales
Chartering income, sale of out-port-limit services and related income 9,892,620 5,964,818
Ship repair and related services 3,997,395 2,500,486
Trading of marine equipment – 63,880
13,890,015 8,529,184
Other gains – Miscellaneous
Gain on disposal of property, plant and equipment 9,456,010 4,332,020
Foreign exchange gain (net) 166,597 –
Amortisation of deferred income (Note 23) 190,457 14,840
Income from shipbuilding service 366,475 –
Others 97,594 12,059
Interest income 62,415 –
10,339,548 4,358,919
24,229,563 12,888,103
6. Other Gains – Exceptional Gains
The Group
2005 2004
$ $
Gain arising from restructuring of associates (i) 1,201,000 –
Gain arising from deemed disposal of associate (ii) 196,000 –
1,397,000 –
(i)
On 25 August 2005, the Company entered into a restructuring agreement to restructure the
associated companies, namely Swiber Offshore Pte Ltd, PT Swisko Berjaya, Swisko Marine
(Malaysia) Sdn Bhd, Asia Pacific Marine Limited (collectively the “Restructured Associates”),
and APECS Offshore Pte Ltd (“APECS”), a company in which the Company has a 15% equity
interest (“the Restructuring”).
The Restructuring is achieved by the Company acquiring 27.5% of Swiber Holdings Pte Ltd,
a newly formed holding company which acquired all the shares of the Restructured Associates
and APECS, the consideration of which is to give up the Company’s shares in Restructured
Associates and APECS. The restructuring has resulted in a gain of $1,201,000.
45

NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2005
6. Other Gains – Exceptional Gains (continued)
(ii)
On 17 October 2005, Swiber Holdings Pte Ltd, the associated company of the Group increased
its issued and fully paid up share capital from $12million to $15million by an allotment of an
additional three million ordinary shares of $1 par value each at $2.34 per share to a new
shareholder. Consequently, the Company’s shareholding in Swiber Holdings Pte Ltd has been
diluted from 27.5% to 22% and has given rise to a gain from deemed disposal of $196,000.
7. Expenses by Nature
The Group
2005 2004
$ $
Raw materials, finished goods and consumables 2,395,649 1,539,225
Hire of vessels/barges 3,508,286 1,263,163
Depreciation of property, plant and equipment 1,083,950 1,156,827
Employee benefits expense (note 9) 4,795,897 2,826,194
Other expenses 1,139,333 716,141
Rental expense – operating leases 591,093 623,653
Foreign exchange loss – net – 61,363
Provision for impairment of receivables 199,793 124,954
Initial Public Offering expense – 584,480
Upkeep of launches 667,481 594,506
Transportation expense 107,683 125,310
Total cost of sales, administrative and other operating expenses 14,489,165 9,615,816
8. Finance Expense
The Group
2005 2004
$ $
Interest expense:
– Bank loans 93,593 153,239
– Bank overdrafts 16,086 162,139
– Finance leases 26,286 32,940
135,965 348,318
46

NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2005
9. Employee Benefits
The Group
2005 2004
$ $
Wages and salaries 4,447,283 2,626,419
Employer’s contribution to defined contribution
plans including Central Provident Fund 226,818 134,131
Staff benefits 91,796 65,644
Share options granted to directors and employees 30,000 –
4,795,897 2,826,194
Key management remuneration is disclosed in note 31(b).
10. Tax
(a)
Income tax expense
Tax expense attributable to profit is made up of:
The Group
2005 2004
$ $
Current income tax 488,125 100,000
Deferred tax (17,450) –
470,675 100,000
Over provision in preceding financial year
– Current income tax (10,811) –
459,864 100,000
The tax expense on profit differs from the amount that would arise using the Singapore
standard rate of income tax due to the following:
The Group
2005 2004
$ $
Profit before tax 12,940,188 3,972,600
Tax calculated at a tax rate of 20% (2004: 20%) 2,588,038 794,520
Effect of:
– Singapore statutory stepped income exemption (21,000) (21,000)
– Income not subject to tax (2,148,183) (821,337)
– Expenses not deductible for tax purposes 157,475 209,426
– Share of tax of associated companies (105,655) (61,609)
Tax charge 470,675 100,000
47

NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2005
10. Tax (continued)
(b)
Movements in current income tax liabilities
The Group
2005 2004
$ $
At the beginning of financial year 300,843 203,593
Income tax paid (103,527) (2,750)
Current financial year’s income tax expense 488,125 100,000
Over provision for preceding financial year (10,811) –
At the end of financial year 674,630 300,843
(c)
Deferred income taxes
The movement in the deferred tax liabilities during the financial year is as follows:
Deferred tax liabilities
The Group
2005 2004
$ $
At the beginning of financial year 118,980 118,980
Charged to income statement (17,450) –
At the end of financial year 101,530 118,980
Represented by:
Accelerated tax depreciation 101,530 118,980
11. Earnings Per Share
(a)
Basic earnings per share
Basic earnings per share is calculated by dividing the net profit attributable to members of
Swissco International Limited by the weighted average number of ordinary shares in issue
during the financial year.
The Group
2005 2004
Net profit for the financial year ($) 12,480,324 3,872,600
Weighted average number of ordinary shares
in issue for basic earnings per share 146,692,925 126,067,925
Basic earnings per share (cents) 8.51 3.07
48

NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2005
11. Earnings Per Share (continued)
(b)
Diluted earnings per share
For the purpose of calculating diluted earnings per share, profit attributable to members of
the Company and the weighted average number of ordinary shares outstanding are adjusted
for the effects of all dilutive potential ordinary shares.
For the share options, a calculation is done to determine the number of shares that could
have been acquired at fair value (determined as the average annual market share price of
the Company’s shares) based on the monetary value of the subscription rights attached to
outstanding share options. The number of shares calculated as above is compared with the
number of shares that would have been issued assuming the exercise of the share options.
The differences are added to the denominator as an issuance of ordinary shares for no
consideration. No adjustment is made to earnings (numerator).
The Group
2005 2004
Net profit for the financial year ($) 12,480,324 3,872,600
Weighted average number of ordinary shares
in issue for basic earnings per share 146,692,925 126,067,925
Adjustments for share options 134,816 –
Adjusted weighted average number of ordinary shares
in the Company 146,827,741 126,067,925
Diluted earning per share (cents) 8.50 3.07
12. Cash and Cash Equivalents
The Group
The Company
2005 2004 2005 2004
$ $ $ $
Cash at bank and on hand 849,912 1,733,422 18,962 47,110
Fixed deposits with financial institutions 3,355,888 2,000,000 – 2,000,000
4,205,800 3,733,422 18,962 2,047,110
The carrying amounts of cash and cash equivalents approximate their fair value. The fixed deposits
with financial institutions for the Group mature on varying dates within 3 months (2004: 3 months)
from the financial year end. The weighted average effective interest rate of these deposits for the
Group as at 31 December 2005 was 3.94% (2004: 1.24%) per annum.
49

NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2005
12. Cash and Cash Equivalents (continued)
Cash and cash equivalents are denominated in the following currencies:
The Group
The Company
2005 2004 2005 2004
$ $ $ $
Singapore Dollar 679,967 3,056,440 18,962 2,047,110
United States Dollar 3,525,833 676,982 – –
4,205,800 3,733,422 18,962 2,047,110
13. Trade and Other Receivables
The Group
The Company
2005 2004 2005 2004
$ $ $ $
Trade receivables:
– third parties 3,392,406 2,494,261 – –
– associated companies 1,403,982 436,554 – –
4,796,388 2,930,815 – –
Less: Provision for
impairment of receivables (11,869) (263,351) – –
4,784,519 2,667,464 – –
Other receivables (non-trade)
– third parties – 100,172 – 48,335
– subsidiaries – – 5,863,820 2,884,800
Dividend receivable from
– associated company 440,000 – 440,000 –
– subsidiary – – 1,500,000 –
5,224,519 2,767,636 7,803,820 2,933,135
The non-trade receivables are unsecured, interest-free and with no fixed terms of repayment.
The carrying amounts of current trade and other receivables approximate their fair value.
Trade and other receivables are denominated in the following currencies:
The Group
The Company
2005 2004 2005 2004
$ $ $ $
Singapore Dollar 3,540,006 2,353,435 7,803,820 2,933,135
United States Dollar 1,684,513 414,201 – –
5,224,519 2,767,636 7,803,820 2,933,135
50

NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2005
14. Inventories
The Group
The Company
2005 2004 2005 2004
$ $ $ $
Materials and supplies 63,652 34,633 – –
The cost of inventories recognised as expense and included in “cost of sales” amounted to $296,691
(2004: $93,413).
15. Other Current Assets
The Group
The Company
2005 2004 2005 2004
$ $ $ $
Prepayments 586,511 201,669 27,755 24,493
Other deposits 18,620 5,771 231 231
605,131 207,440 27,986 24,724
The carrying amounts of the above other current assets approximate their fair value.
16. Available-for-sale Financial Assets
The Group
The Company
2005 2004 2005 2004
$ $ $ $
Balance at beginning of financial year
– At cost 15,000 15,000 75,139 75,139
– Effect of adoption of FRS 39
on 1 January 2005 1,791,000 – 1,730,861 –
As restated 1,806,000 15,000 1,806,000 75,139
Transferred from fair value reserve
upon the Restructuring (i) (1,791,000) – (1,730,861) –
Reclassified to investment in
associated companies upon
the Restructuring (i) (15,000) – (75,139) –
Balance at end of financial year – 15,000 – 75,139
51

NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2005
16. Available-for-sale Financial Assets (continued)
Available-for-sale financial assets comprise the following:
The Group
The Company
2005 2004 2005 2004
$ $ $ $
Unquoted equity (i) – 15,000 – 75,139
(i)
The unquoted equity represents 15% equity interest in APECS Offshore Pte Ltd (“APECS”).
With the adoption of FRS 39 (revised 2004), this was reclassified to Available-for-sale financial
assets prospectively from 1 January 2005 (see Note 3(a)(i)). During the year, the Company
increased its effective interest in APECS to 27.5% as part of the Restructuring Exercise of
associated companies (see Note 6(i)). Consequently, the fair value reserve with respect to
the 15% equity interest in APECS has been reversed to restate the investment at cost and
the cost of the 15% equity interest in APECS has been transferred to investment in associated
companies accordingly.
17. Investments in Subsidiaries
The Company
2005 2004
$ $
Unquoted equity shares, at cost 7,685,782 7,685,782
52

NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2005
17. Investments in Subsidiaries (continued)
Details of the subsidiaries are as follows:
Country of Issued and
Name of subsidiaries incorporation/ paid up Effective percentage of equity
held by the Company Principal business place of business capital held by the Company
2005 2004
% %
Swissco Offshore Operator of offshore support Singapore $1,000,000 100 100
(Pte) Ltd (a)
vessels, ship chartering,
provision of marine
logistics services and
related business
Singapore Marine Ship repair and maintenance Singapore $500,000 100 100
Logistics Pte Ltd (a) and related services
Name of subsidiaries
held by subsidiaries
Swissco Offshore Holding the Seychelles- Republic of US$5,000 100 100
Ltd (b) flagged vessels in trust Seychelles
for Swissco Offshore
Regional Marine Trading of marine Singapore $50,000 99.998 99.998
Supply Private
equipment, spare
Limited (c)
parts and shore supplies
(a)
(b)
(c)
Audited by PricewaterhouseCoopers, Singapore
Not required to be audited under the law of the country of incorporation
Audited by R Chan & Co, Singapore
53

NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2005
18. Investments in Associated Companies
The Group
The Company
2005 2004 2005 2004
$ $ $ $
Unquoted equity shares, at cost 3,450,647 2,174,512
Balance at beginning of the
financial year 3,223,143 2,174,512
Share of profits 1,938,755 1,048,631
Effect on the Restructuring of
associated companies (note 6(i)) 1,201,000 –
Deemed disposals (note 6(ii)) 196,000 –
Transfer from available-for-sale
financial assets (note 16) 15,000 –
Currency translation difference (70,000) –
Dividend declared (440,000) –
Balance at end of the financial year 6,063,898 3,223,143
The summarised financial information of associated companies is as follows:
The Group
2005 2004
$ $
Assets 49,097,275 26,797,386
Liabilities 21,786,405 19,617,769
Revenues 30,645,260 24,756,837
Net profit 10,289,459 3,434,909
Investments in associated companies at 31 December 2005 include goodwill of $780,000. (2004: Nil).
54

NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2005
18. Investments in Associated Companies (continued)
Details of associated companies as at 31 December 2005 are as follows:
Effective
Country of Issued and percentage of
Name of associated company incorporation/ paid up equity held by
held by the Company Principal business place of business capital the Company
%
Swiber Holdings Pte Ltd (a) Investment holding Singapore $15,000,000 22
Subsidiaries of
Swiber Holdings Pte Ltd
Apecs Engineering Limited (c) Supply of bareboats Malaysia US$3 –
(formerly known as
Asia Pacific Marine Limited)
PT Swisko Berjaya (b) Transportation of oil and Indonesia RP250,000,000 –
gas services
Swiber Offshore Pte Ltd (a) Shipowners, operators and Singapore $100,000 –
charterers
Swisko Marine (Malaysia) Chartering of bareboats Malaysia RM100,000 –
Sdn. Bhd. (c )
Apecs Offshore Pte Ltd (a) Operators and charterers and Singapore $100,000 –
engineering services
Camvale Pte Ltd (a) Shipowners, operators and Singapore $100,000 –
charterers
(a)
(b)
(c)
Audited by Deloitte and Touche, Singapore
Audited by Ernst & Young, Indonesia
Audited by Deloitte and Touche, Malaysia
55

NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2005
19. Property, Plant and Equipment
Furniture,
Vessels/ Leasehold Motor fittings and Plant and Vessels-in-
The Group barges buildings vehicles computers equipment construction Total
$ $ $ $ $ $ $
Cost
At 1 January 2005 6,393,362 3,093,195 1,153,807 79,641 2,478,846 7,584,697 20,783,548
Additions 497,550 – 298,402 13,309 664,672 27,421,731 28,895,664
Disposals (13,398,826) – (103,604) (15,321) (420,000) (218,400) (14,156,151)
Transfer from
vessels-inconstruction
21,883,638 – – – – (21,883,638) –
At 31 December
2005 15,375,724 3,093,195 1,348,605 77,629 2,723,518 12,904,390 35,523,061
Accumulated depreciation
At 1 January 2005 2,312,081 1,221,762 342,008 28,335 1,800,918 – 5,705,104
Depreciation 406,397 207,935 245,785 13,253 210,580 – 1,083,950
Disposals (1,113,771) – (26,936) (8,212) (420,000) – (1,568,919)
At 31 December
2005 1,604,707 1,429,697 560,857 33,376 1,591,498 – 5,220,135
Net book value
At 31 December
2005 13,771,017 1,663,498 787,748 44,253 1,132,020 12,904,390 30,302,926
Furniture,
Vessels/ Leasehold Motor fittings and Plant and Vessels-in-
The Group barges buildings vehicles computers equipment construction Total
$ $ $ $ $ $ $
Cost
At 1 January 2004 10,435,424 3,093,195 742,984 74,721 3,635,775 1,821,129 19,803,228
Additions 46,930 – 523,153 24,107 141,817 7,383,167 8,119,174
Disposals (5,708,591) – (112,330) (19,187) (1,298,746) – (7,138,854)
Transfer from
vessels-inconstruction
1,619,599 – – – – (1,619,599) –
At 31 December
2004 6,393,362 3,093,195 1,153,807 79,641 2,478,846 7,584,697 20,783,548
Accumulated depreciation
At 1 January 2004 4,023,660 1,013,825 192,641 32,198 2,570,105 – 7,832,429
Depreciation 336,117 207,937 208,648 10,686 393,439 – 1,156,827
Disposals (2,047,696) – (59,281) (14,549) (1,162,626) – (3,284,152)
At 31 December
2004 2,312,081 1,221,762 342,008 28,335 1,800,918 – 5,705,104
Net book value
At 31 December
2004 4,081,281 1,871,433 811,799 51,306 677,928 7,584,697 15,078,444
56

NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2005
19. Property, Plant and Equipment (continued)
Motor vehicles costing $653,889 (2004: $458,893) are registered in the name of employees who
hold them in trust for the Group. Leasehold buildings and a vessel with a total carrying amount of
$3,516,747 are mortgaged to secure bank loans (note 21).
Additions for the year include motor vehicles of $295,000 (2004: $523,153) financed under finance
leases. The carrying amounts of motor vehicles and plant and equipment held under finance
leases at 31 December 2005 amounted to $732,616 and NIL respectively (2004: $767,011 and
$36,600 respectively).
20. Trade and Other Payables
The Group
The Company
2005 2004 2005 2004
$ $ $ $
Trade payables
– third parties 1,771,812 988,466 – –
– associated companies 18,580 37,689 – –
1,790,392 1,026,155 – –
Other payables
– payable for purchase of property,
plant and equipment 3,266,775 1,123,811 – –
– due to executive directors
(non-trade) – 109,545 – –
– due to a related party (non-trade) 28,162 28,162 – –
– others 34,638 20,074 34,638 –
3,329,575 1,281,592 34,638 –
Accrued operating expenses 2,485,356 522,823 1,662,673 151,511
Advance billings 335,600 – – –
Deposits received 16,767 321,250 – –
7,957,690 3,151,820 1,697,311 151,511
The carrying amounts of trade and other payables approximate their fair value. The non-trade
amounts due to a related party and executive directors are unsecured, interest-free and repayable
on demand. The related party is a company in which certain directors have financial interest in.
57

NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2005
20. Trade and Other Payables (continued)
Trade and other payables are denominated in the following currencies:
The Group
The Company
2005 2004 2005 2004
$ $ $ $
Singapore Dollar 5,392,948 2,984,998 1,697,311 151,511
United States Dollar 2,564,742 166,822 – –
7,957,690 3,151,820 1,697,311 151,511
21. Borrowings
(a)
Current
The Group
2005 2004
$ $
Short-term advances (ii) 3,200,000 –
Finance lease liabilities (note 22) 172,218 220,473
Bank term loans due within twelve months (iii) 381,338 251,727
3,753,556 472,200
(b)
Non-current
The Group
2005 2004
$ $
Finance lease liabilities (note 22) 310,561 370,286
Bank term loans (iii) 1,315,717 543,214
1,626,278 913,500
Total borrowings 5,379,834 1,385,700
(i)
The current borrowings excluding finance leases (note 22) have an average maturity
of 8 months (2004: 9 months) from the end of the financial year.
58

NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2005
21. Borrowings (continued)
(b)
Non-current (continued)
The non-current borrowings excluding finance leases (note 22) have the following maturity:
The Group
2005 2004
$ $
Later than one year and not later than five years 1,315,717 412,632
Later than five years – 130,582
1,315,717 543,214
(ii) The short-term advances of $3,200,000 (2004: Nil) is unsecured. Interest is at 1.75%
per annum above the bank’s prevailing prime rate.
(iii)
The bank term loans comprise a 4-year term loan, a 5-year term loan and a 10-year
term loan.
The 4-year term loan with a balance of S$1,119,187 at 31 December 2005 (2004: Nil) is
secured by one of the Group’s vessels. Interest on the loan is at 1.5% per annum
above the bank’s cost of funds and is repayable over 4 years by monthly instalments
commencing from 16 December 2005.
The 5-year term loan with a balance of Nil (2004: $121,491) at balance sheet date was
secured by the Group’s leasehold buildings, properties owned or co-owned by certain
executive directors and guaranteed jointly and severally by certain executive directors
and their family members. Interest on the loan was 1% above the bank’s prevailing
prime rate subject to variation and was repayable over 5 years by monthly instalments
commencing from 25 June 2000. It was fully repaid during the year.
The 10-year term loan with a balance of $577,868 (2004: $673,450) at balance sheet
date is secured by the Group’s leasehold buildings. Interest on the loan is at 0.5%
above the bank’s prevailing prime rate and is repayable over 10 years by monthly
instalments commencing from 11 February 2001.
59

NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2005
21. Borrowings (continued)
(c)
Interest rate risk
The weighted average effective interest rates at the balance sheet date are as follows:
The Group
2005 2004
% %
Short term advances 5.50 –
Finance lease liabilities 2.76 2.62
Bank loans 5.00 5.58
The exposure of borrowings of the Group to interest rate changes and the periods in which
the borrowings reprice are as follows:
Less than 6 6 to 12 1 to 5 Over 5
The Group months months years years Total
$ $ $ $ $
At 31 December 2005 3,479,448 274,108 1,626,278 – 5,379,834
At 31 December 2004 308,011 164,189 888,526 24,974 1,385,700
(d)
Carrying amounts and fair values
The carrying amounts of borrowings approximate their fair values.
(e)
Undrawn borrowing facilities
The Group has the following undrawn borrowing facilities:
The Group
2005 2004
$ $
Floating rates
– Expiring within one year 10,512,750 –
10,512,750 –
(f)
All the borrowings are denominated in Singapore dollar.
60

NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2005
22. Finance Lease Liabilities
The Group
2005 2004
$ $
Minimum lease payments due:
Within 1 year 191,832 244,383
Between 1 and 5 years 349,595 418,100
More than 5 years – 3,137
541,427 665,620
Less:
Future finance charges (58,648) (74,861)
482,779 590,759
The present value of finance lease liabilities is as follows:
Within 1 year 172,218 220,473
Between 1 and 5 years 310,561 367,582
More than 5 years – 2,704
482,779 590,759
23. Deferred Income
Deferred income, relating to the unrealised gain arising from disposal of vessels to an associated
company in the previous financial year, is credited to the income statement on a systematic basis
over the periods necessary to match with the depreciation charged on the disposed vessels which
is included in the share of associated company’s results for the financial year. Movements in
deferred income are as follows:
The Group
2005 2004
$ $
Balance at beginning of the financial year 642,960 –
Addition during the year – 657,800
Credited to income statement (note 5) (190,457) (14,840)
Balance at the end of the financial year 452,503 642,960
24. Holding Company
The immediate and ultimate holding company is Yeo Holdings Private Limited, a company
incorporated in Singapore.
61

NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2005
25. Share Capital of Swissco International Limited
(a)
Authorised ordinary share capital
As at 31 December 2005, the total authorised number of ordinary shares is 250,000,000
shares (2004: 250,000,000 shares) with a par value of $0.08 (2004: $0.08) per share.
(b)
Issued ordinary share capital
The Company
Number of Shares
Par Value Amount
2005 $0.08 $
At beginning and end of the financial year 146,692,925 11,735,434
The Company
Number of Shares
Par Value Par Value Amount
2004 $1 $0.08 $
At date of incorporation 2 – 2
Issue of shares pursuant to the
Restructuring Exercise # 9,935,432 – 9,935,432
Sub-division and consolidation of shares (9,935,434) 124,192,925 –
Issue of shares pursuant to the Initial
Public Offering – 22,500,000 1,800,000
At end of the financial year – 146,692,925 11,735,434
#
For the purpose of the Company’s listing on the SGX-SESDAQ, the Group undertook a restructuring exercise
which involved transactions between entities controlled by the controlling shareholders of the Company
(“Restructuring Exercise”). The Group was formed on 6 October 2004 following the completion of the Restructuring
Exercise.
(c)
Share options
Share options are granted to employees, executive directors and non-executive directors
who have contributed to the growth and development of the Group under the Swissco
Share Option Scheme (“Scheme”), which became operative on 21 October 2004.
The exercise price of the granted options is equal to the average of the last dealt price of the
Company’s ordinary shares on the SESDAQ of the Singapore Exchange Securities Trading
Limited for the five consecutive market days immediately preceding the date of grant. The
period of the exercise of an option granted under the Scheme shall be the period commencing
after the first anniversary of the relevant date of grant of the Option but before the tenth
anniversary of such relevant date of grant of the Option or date of expiry of the Scheme
whichever is earlier.
62

NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2005
25. Share Capital of Swissco International Limited (continued)
(c)
Share options (continued)
In relation to an option granted to a person who is a controlling shareholder or an associate
of a controlling shareholder, the subscription price for each Scheme share shall be equal to
the average of the last dealt prices for the Company’s share for the 5 consecutive market
days immediately preceding the latest practicable date prior to the date of any circular,
letter or notice to the shareholders proposing to seek their approval of the grant of such
options to such controlling shareholder or, as the case may be, such associate.
The option can be exercised to subscribe for the ordinary shares of the Company in the
following proportions after the vesting period:
After the first anniversary of date of grant
of the Option
After the second anniversary of date of
grant of the Option
After the third anniversary of date of grant
of the Option
Maximum of 40% of Shares comprised
in such Option
Maximum of 70% Shares comprised
in such Option
100% of Shares comprised in such Option
Movement in the number of ordinary shares outstanding under option at the end of the
financial year and their exercise prices are as follows:
Number of ordinary shares
under option outstanding
Granted during At Exercise
Date of grant financial year 31.12.2005 price Exercise period
15.3.2005 565,000 565,000 $ 0.256 15.3.2006 to
15.3.2015
29.4.2005 600,000 600,000 $ 0.244 29.4.2006 to
29.4.2015
The fair value of options granted during the financial year determined using the Black-
Scholes valuation model was $76,000. The significant inputs into the model were share
price of $0.25 and $0.26 at the grant date, exercise price shown above, standard deviation of
expected share price returns of 33% and 32%, dividend yield of 0%, option life disclosed
above, and annual risk free rate of 1.88% to 2.27% which most closely approximate the
corresponding expected lives of the options. The volatility measured at the standard deviation
of expected share price returns is based on the historical share prices data of the two closest
comparable listed companies to the Company as the Company does not have sufficient
information on historical volatility.
63

NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2005
26. Other Reserves
The Group
The Company
2005 2004 2005 2004
$ $ $ $
(a)
(b)
Composition:
Share option reserve 30,000 – 30,000 –
Foreign currency reserve (70,000) – – –
Movements:
(40,000) – 30,000 –
(i)
Share option reserve
Value of employee services
(Note 9) 30,000 – 30,000 –
Balance at end of
financial year 30,000 – 30,000 –
(ii)
Fair value reserve
Balance at beginning of
financial year
– As previously reported – – – –
– Effects of adoption of
FRS 39 adjusted
prospectively (Note 3) 1,791,000 – 1,791,000 –
– As restated 1,791,000 – 1,791,000 –
Reversal on restructuring
of associated companies (1,791,000) – (1,791,000) –
Balance at end of
financial year – – – –
(iii)
Currency translation reserve
Charged during the
financial year (70,000) – – –
Balance at end of
financial year (70,000) – – –
64

NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2005
27. Retained Earnings
(a)
(b)
The retained earnings of the Group and the Company are distributable, except
for accumulated retained earnings of associated companies amounting to $2,987,386
(2004: $1,048,631) which are included in the Group’s retained earnings.
Movements in retained earnings for the Company are as follows:
The Company
2005 2004
$ $
At the beginning of financial year/period (862,063) –
Net profit/(loss) for the financial year/period 2,470,995 (862,063)
At the end of financial period 1,608,932 (862,063)
Movements in retained earnings for the Group are shown in the Consolidated Statement of
Changes in Equity.
28. Dividends
At the Annual General Meeting on 28 April 2006, a final tax exempt (one-tier) dividend of 1 cent
per share amounting to a total of $1,466,930 will be recommended. These financial statements do
not reflect this dividend, which will be accounted for in shareholders’ equity as an appropriation
of retained earnings in the financial year ending 31 December 2006.
29. Commitments
(a)
Operating lease commitments
The Group has future minimum lease payments under non-cancellable operating leases
payable as follows:
The Group
2005 2004
$ $
Within one year 587,308 623,407
Between 1 and 5 years 764,133 1,341,629
More than 5 years 371,771 669,925
1,723,212 2,634,961
65

NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2005
29. Commitments (continued)
(b)
Capital commitments
Capital expenditure contracted for at the balance sheet date but not recognised in the financial
statements is as follows:
The Group
2005 2004
$ $
Expenditure contracted for purchase of vessels/barges 19,321,605 14,679,545
(c)
Corporate guarantees
Corporate guarantees given are as follows:
The Company
2005 2004
$ $
Unsecured corporate guarantees given to banks in connection
with banking facilities provided to a subsidiary 14,744,000 5,753,000
Unsecured corporate guarantee given to a bank in connection
with banking facility provided to an associated company 1,692,300 –
30. Financial Risk Management
Risk management is carried out under policies approved by the Board of directors.
Financial risk factors
The Group’s activities are exposed to a variety of financial risks, including credit, liquidity, foreign
currency exchange rates and interest rates. The management of these risks is discussed below:
Credit risk
The Group has no significant concentrations of credit risk. Management monitors the exposure to
credit risks regularly. The maximum exposure to credit risk is represented by the carrying amount
of each financial asset at the balance sheet date.
66

NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2005
30. Financial Risk Management (continued)
Liquidity risk
The Group monitors and maintains a level of cash and cash equivalents deemed adequate by the
management to finance the Group’s operations and mitigate the effects of fluctuations of cash
flows. Given the dynamic nature of the business, the Group endeavours to maintain flexibility in
funding by keeping committed credit facilities available.
Interest rate risk
The Group is exposed to significant market risk for changes in interest rates on interest bearing
assets and liabilities. The Group’s policy is to obtain the most favourable interest rates available.
Foreign currency exchange risk
The Group operates regionally and is exposed to foreign exchange risk due to its trading
transactions in foreign currencies. The exposure to this risk is however minimum.
The Group has investment in an associated company, whose functional currency is denominated
in foreign currency and net assets are exposed to currency translation risk. However, the exposure
to this risk in the current financial year is not significant.
31. Related Party Transactions
The following related party transactions took place between the Group and related parties during
the financial year on terms agreed by the parties concerned:
(a)
Sales and purchases of goods and services
The Group
2005 2004
$ $
Rental expense paid to a company in which certain directors
have equity interest and directorship 432,000 432,000
Sales to associated companies 2,403,214 1,082,999
Sales of vessels/barges to an associated company – 2,677,200
Purchases from associated companies 29,769 117,347
67

NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2005
31. Related Party Transactions (continued)
(b)
Key management’s remuneration
The key management’s remuneration included fees, salary, bonus, commission and other
emoluments (including benefits-in-kind) computed based on the cost incurred by the Group
and the Company, and where the Group or Company did not incur any costs, the value of
the benefit is included. The total key management’s remuneration is as follows:
The Group
2005 2004
$ $
Salaries and other short-term employee benefits 2,366,593 578,252
Post-employment benefits-contribution to CPF 140,987 33,293
Share options granted 30,000 –
2,537,580 611,545
Including in above, total compensation to directors of the Company amounted to $2,249,308
(2004: $182,741).
32. Segment Information
Primary reporting format – business segments
At 31 December 2005, the Group is organised into two main business segments:
• Chartering (including sale of out-port-limit services and related income)
• Ship repair and related services
Inter-segment transactions are determined on an arm’s length basis. Unallocated costs represent
corporate expenses. Segment assets consist primarily of property, plant and equipment, cash and
cash equivalents, trade and other receivables, inventories and other current assets. Segment
liabilities comprise operating liabilities and exclude items such as tax liabilities and bank
borrowings. Capital expenditure comprises additions to property, plant and equipment.
68

NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2005
32. Segment Information (continued)
Primary reporting format – business segments (continued)
Ship repair
and related
Chartering services Elimination Group
$’000 $’000 $’000 $’000
Financial year ended
31 December 2005
Sales : 9,901 4,132 (143) 13,890
Segment result 9,697 861 (148) 10,410
Unallocated costs (670)
Exceptional gains 1,397
Finance costs (136)
Share of associate results 1,939
Profit before tax 12,940
Income tax expense (460)
Net profit 12,480
Segment assets 36,787 3,367 (239) 39,915
Associated companies 6,064
Unallocated assets 491
Consolidated total assets 46,470
Segment liabilities 12,745 1,117 (7,597) 6,265
Deferred income 452
Unallocated liabilities 7,849
Consolidated total liabilities 14,566
Other segment items
Capital expenditure 28,896 – 28,896
Depreciation 964 120 1,084
69

NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2005
32. Segment Information (continued)
Primary reporting format – business segments (continued)
Financial year ended
31 December 2004
Ship repair
and related
Chartering services Elimination Group
$’000 $’000 $’000 $’000
Sales : 6,029 2,778 (278) 8,529
Segment result 3,763 371 4,134
Unallocated costs (862)
Profit from operations 3,272
Finance costs (348)
Share of associate results 1,048
3,972
Income tax expense (100)
Net profit 3,872
Segment assets 17,811 2,722 (827) 19,706
Associated companies 3,223
Unallocated assets 2,135
Consolidated total assets 25,064
Segment liabilities 5,821 1,011 (3,712) 3,120
Deferred income 643
Unallocated liabilities 1,838
Consolidated total liabilities 5,601
Other segment items
Capital expenditure 8,075 44 8,119
Depreciation 1,007 150 1,157
Secondary reporting format – geographical segments
No geographical segment information is presented as all of the Group’s assets are located in
Singapore, which is considered as one geographical location with similar risks and returns.
33. Authorisation of Financial Statements
These financial statements were authorised for issue in accordance with a resolution of the Board
of directors of Swissco International Limited on 3 April 2006.
Auditors’ report – Page 26
70

STATISTICS OF SHAREHOLDINGS
As at 20 March 2006
Number of Issued and Fully Paid-up Shares : 146,692,925
Class of Shares : Ordinary Shares
Voting Rights : 1 vote per share
Analysis of Shareholdings
Size of Shareholdings No of Shareholders % No of Shares %
1,000 – 10,000 246 40.73 1,643,000 1.12
10,001 – 1,000,000 351 58.11 22,812,000 15.55
1,000,001 & Above 7 1.16 122,237,925 83.33
TOTAL 604 100.00 146,692,925 100.00
List of Top Twenty Shareholders as at 20 March 2006
No. Shareholder’s Name No. of Shares %
1 Yeo Holdings Private Limited 98,160,725 66.92
2 Chong Thim Pheng 16,700,000 11.38
3 E K Lim 3,174,200 2.16
4 Phillip Securities Pte Ltd 1,665,000 1.13
5 OCBC Securities Private Ltd 1,423,000 0.97
6 DBS Vickers Securities (S) Pte Ltd 1,115,000 0.76
7 Lim & Tan Securities Pte Ltd 860,000 0.59
8 Kim Eng Securities Pte. Ltd. 850,000 0.58
9 United Overseas Bank Nominees Pte Ltd 763,000 0.52
10 Asia Mechanical (F.E.) Pte Ltd 700,000 0.48
11 DBS Nominees Pte Ltd 675,000 0.46
12 Lance Tay Choong Peng 580,000 0.40
13 OCBC Nominees Singapore Pte Ltd 465,000 0.32
14 Tan Ka Kiow 445,000 0.30
15 Chan Kum Chee 436,000 0.30
16 Goh Wai Sin 430,000 0.29
17 Goenarto Waluyo Ng 428,000 0.29
18 Lek Soo Ngoh 422,000 0.29
19 Citibank Nominees Singapore Pte Ltd 389,000 0.27
20 Yim Choi Wah 300,000 0.20
TOTAL 129,980,925 88.61
71

STATISTICS OF SHAREHOLDINGS
As at 20 March 2006
Substantial Shareholders
Number of Issued and
Fully Paid-up Shares
Name Direct Interest Deemed Interest
Yeo Holdings Private Limited 98,160,725 Nil
Chong Thim Pheng 16,700,000 Nil
Yeo Chong Lin (Note 1) Nil 98,160,725
Alex Yeo Kian Teong (Note 2) Nil 98,160,725
Note 1 – Mr Yeo Chong Lin is deemed to be interested in the shares held by Yeo Holdings Private Limited
by virtue of Section 7 of the Companies Act, Chapter 50.
Note 2 – Mr Alex Yeo Kian Teong is deemed to be interested in the shares held by Yeo Holdings Private
Limited by virtue of Section 7 of the Companies Act, Chapter 50.
Based on the Register of Shareholders, and to the best knowledge of the Company, the percentage of
shareholdings held in the hands of the public is approximately 30.7%. Accordingly, Company complies
with Rule 723 of the Listing Manual.
72

NOTICE OF SECOND ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the Second Annual General Meeting of the Company will be held at
9 Pandan Road, Singapore 609257 on 28 April 2006 at 9.30 a.m. for the purpose of transacting the
following businesses:-
Ordinary Business
1. To receive and adopt the Directors’ Report and the Audited Accounts for the
year ended 31 December 2005 together with the Auditors’ Report thereon.
2. To consider and if thought fit, to pass the following resolution:
Resolution 1
Resolution 2
“That pursuant to Section 153(6) of the Companies Act, Chapter 50,
Mr Yeo Chong Lin be and is hereby re-appointed as a Director of the Company
to hold such office until the next Annual General Meeting.”
3. To re-elect Mr Phillip Chan Yee Foo, a Director retiring pursuant to Article 87 of
the Company’s Articles of Association. [(See explanatory note (a)]
4 To approve the proposed payment of the first and final dividend of 0.2 cent per
ordinary share (tax exempt 1-tier) for the year ended 31 December 2005.
5. To approve the proposed payment of a special dividend of 0.8 cent per ordinary
share (tax exempt 1-tier) for the year ended 31 December 2005.
6. To re-appoint Messrs PricewaterhouseCoopers as Auditors and to authorise the
Directors to fix their remuneration.
Resolution 3
Resolution 4
Resolution 5
Resolution 6
7. To transact any other business of the Company which may properly be transacted
at an Annual General Meeting.
SPECIAL BUSINESS
To consider and, if thought fit, to pass, with or without modifications, the following
Ordinary Resolutions:
8. “To approve Directors’ fees of S$124,100 for the year ended 31 December 2005.”
(2004: $98,000)[see explanatory note (b)]
9. “That pursuant to Section 161 of the Companies Act, Chapter 50 and the listing
rules of the Singapore Exchange Securities Trading Limited, the Directors be and
are hereby authorised to allot and issue shares and/or convertible securities in
the Company (whether by way of bonus issue, rights issue or otherwise) at any
time and upon such terms and conditions and for such purposes and to such
persons as the Directors may, in their absolute discretion, deem fit provided that:
Resolution 7
Resolution 8
73

NOTICE OF SECOND ANNUAL GENERAL MEETING
(i)
the aggregate number of shares and/or convertible securities to be issued
pursuant to this Resolution does not exceed 50% of the total number of
shares issued by the Company, of which the aggregate number of shares
and/or convertible securities to be issued other than on a pro-rata basis
to existing shareholders of the Company does not exceed 20% of the
total number of shares issued by the Company;
(ii) for the purpose of determining the aggregate number of shares and/or
convertible securities that may be issued under (i) above, the percentage
of the number of shares to be issued shall be based on the total number
of shares issued by the Company at the time this Resolution is passed,
after adjusting for
a) new shares arising from the conversion or exercise of any
convertible securities or employee share options or vesting of share
awards that are outstanding or subsisting at the time this Resolution
is passed; and
(b)
any subsequent consolidation or subdivision of shares; and
(iii)
unless revoked or varied by the Company in general meeting, such
authority conferred by this Resolution shall continue in force until the
conclusion of the next Annual General Meeting of the Company or the
date by which the next Annual General Meeting of the Company is required
by law to be held, whichever is the earlier.” [[see Explanatory Note (c)]
10. “That approval be and is hereby given to the Directors and any committee
appointed by them to offer and grant, on the terms of and pursuant to the Rules
of the Swissco Share Option Scheme (the “Share Option Scheme”) to Mr Yeo
Chong Lin, options under the Share Option Scheme to subscribe for 500,000
ordinary shares in the capital of the Company (“Shares”) at a subscription price
equal to the average of the last dealt prices for a share for the five (5) consecutive
market days immediately preceding the latest practicable date prior to the date
of the notice of this Annual General Meeting”. [see Explanatory Note (d)and (e)]
11. “That approval be and is hereby given to the Directors and any committee
appointed by them to offer and grant, on the terms of and pursuant to the Rules
of the Share Option Scheme to Mr Alex Yeo Kian Teong, options under the
Share Option Scheme to subscribe for 500,000 ordinary shares in the capital of
the Company (“Shares”) at a subscription price equal to the average of the last
dealt prices for a share for the five (5) consecutive market days immediately
preceding the latest practicable date prior to the date of the notice of this Annual
General Meeting.” [(see Explanatory Note (d) and (f)]
Resolution 9
Resolution 10
74

NOTICE OF SECOND ANNUAL GENERAL MEETING
12. “That the directors be and are hereby authorised to allot and issue from time to
time such number of shares in the capital of the Company as may be required
to be issued pursuant to the exercise of the options under the Swissco Share
Option Scheme (the “Share Option Scheme”), provided always that the
aggregate number of shares to be issued pursuant to the Share Option Scheme
shall not exceed fifteen percent (15%) of the total number of shares issued by
the Company from time to time.”[[see Explanatory Note (g)]
Resolution 11
By Order of the Board
Tan Ching Chek and Lo Swee Oi
Joint Company Secretaries
Dated: 12 April 2006
75

NOTICE OF SECOND ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Transfer Books and Register of Members of the Company will be
closed on 22 June 2006 and 23 June 2006, both dates inclusive, for the preparation of dividend warrants.
Duly completed transfers received by the Company’s Registrar, B.A.C.S Private Limited, 63 Cantonment
Road Singapore 089758 up to the close of business at 5:00 p.m. on 21 June 2006 will be registered to
determine shareholders’ entitlement to the proposed dividend. The dividend, if approved, will be paid
on 6 July 2006 to shareholders registered in the books of the Company on 21 June 2006
In respect of shares in securities accounts with the Central Depository (Pte) Limited (“CDP”), the said
dividend will be paid by the Company to CDP which will in turn distribute the dividend entitlements to
holders of shares in accordance with its practice.
Explanatory Notes to Ordinary and Special Business to be transacted:-
(a)
(b)
(c)
(d)
Mr Phillip Chan Yee Foo, the Chairman of the Remuneration Committee and a member of the
Audit Committee and Nominating Committee will continue in office as Chairman of the
Remuneration Committee and a member of the Audit Committee and Nominating Committee
upon his re-election as a Director of the Company and will be considered independent for the
purposes of Rule 704(8) of the Listing Manual of The Singapore Exchange Securities Trading
Limited.
Ordinary Resolution 7 will empower the Company to pay the Directors’ Fees to the Directors of
the Company for the year ended 31 December 2005.
The Ordinary Resolution No 8 if passed, will empower the Directors of the Company to issue
shares in the capital of the Company up to an amount not exceeding in aggregate fifty percent
(50%) of the total number of shares issued by the Company at the time of the passing of this
resolution, of which the aggregate number of shares to be issued other than on a pro-rata basis to
shareholders of the Company does not exceed twenty percent (20%) of the total number of shares
issued by the Company.
Under the Rules of the Share Option Scheme, persons who are Controlling Shareholders of the
Company or their associates shall participate in the Scheme provided that:
(i)
(ii)
(iii)
written justification have been provided to the shareholders for their participation at the
introduction of the Scheme or prior to the first grant of options offered to them;
their participation and the actual number and terms of any option to be granted to them
have been specifically approved by shareholders of the Company who are not beneficiaries
of the grant in a general meeting in separate resolutions for each such Controlling
Shareholder or its associates; and
All conditions for their participation in the Scheme as may be required by the regulation of
the SGX-ST from time to time are satisfied.
76

NOTICE OF SECOND ANNUAL GENERAL MEETING
The total number of Scheme Shares to be offered to Controlling Shareholders and their associates
shall not during the entire operation of the Scheme exceed twenty-five (25%) per cent of the
Scheme Limit and the total number of shares to be offered to a participant who is a Controlling
Shareholder or associate shall not during the entire operation of the Scheme exceed ten (10) per
cent of the Scheme Limit.
Details of the options granted to the controlling shareholders, namely, Mr Yeo Chong Lin and Mr
Alex Yeo Kian Teong, to subscribe for ordinary shares in the Company pursuant to the Share
Option Scheme as at 31 December 2005 are as follows:
Aggregate Aggregate
options
options
granted since exercised since Aggregate
commencement commencement options
Name of Options of Scheme of Scheme outstanding as
Controlling granted during to end of to end of at end of Exercise
Shareholders financial year financial year financial year financial year price
Yeo Chong Lin 300,000 300,000 Nil 300,000 S$0.244
Alex Yeo Kian Teong 300,000 300,000 Nil 300,000 S$0.244
Details of the options granted to the directors (excluding the above two controlling shareholders)
of the Group to subscribe for ordinary shares in the Company pursuant to the Share Option Scheme
as 31 December 2005 are as follows:
Aggregate Aggregate
options
options
granted since exercised since Aggregate
commencement commencement options
Options of Scheme of Scheme outstanding as
granted during to end of to end of at end of Exercise
Name of Directors financial year financial year financial year financial year price
Phillip Chan Yee Foo 80,000 80,000 Nil 80,000 S$0.256
Dr Chiang Hai Ding 80,000 80,000 Nil 80,000 S$0.256
Rohan Kamis 80,000 80,000 Nil 80,000 S$0.256
EK Lim 125,000 125,000 Nil 125,000 S$0.256
77

NOTICE OF SECOND ANNUAL GENERAL MEETING
Details of the options granted to subscribe for ordinary shares in the Company pursuant to the
Share Option Scheme as at 31 December 2005 are as follows:
Aggregate Aggregate
options
options
granted since exercised since Aggregate
commencement commencement options
Options of Scheme of Scheme outstanding as
granted during to end of to end of at end of Exercise
Date of Grant financial year financial year financial year financial year price
15.03.05 565,000 565,000 Nil 565,000 S$0.256
29.04.05 600,000 600,000 Nil 600,000 S$0.244
(e) (i) The participation of Mr Yeo Chong Lin in the Share Option Scheme has been approved
by the shareholders at the Annual General Meeting held on 29 April 2005. The ordinary
resolution 9, if passed, will empower the Directors to grant options to Mr Yeo Chong
Lin, on the terms of and pursuant to the Rules of the Share Option Scheme to subscribe
for 500,000 ordinary shares in the capital of the Company. The basis for the participation
and the grant of options to Mr Yeo Chong Lin under the Share Option Scheme has
been provided in the Prospectus dated 3 November 2004 (“the Prospectus”). A copy
of the Prospectus may be inspected at the registered office of the Company at 9 Pandan
Road Singapore 609257 during normal business hours from the date hereof up to and
including the date of the Annual General Meeting (“AGM”). The relevant extract from
the Prospectus is reproduced below for convenience of reference.
(ii)
(iii)
Mr Yeo Chong Lin is the Executive Chairman of the Company and has been responsible
for the overall management, strategic planning and direction of the Group since taking
over the helm of the then sole proprietorship in 1972. Mr Yeo Chong Lin has been with
the Group ever since, and has played a pivotal role in steering the growth of the
Group with his 34 years of experience in the marine logistics industry. He has ably led
the Group by exploiting its first mover advantage in meeting the growing need for
marine logistics by shipping lines in this region and building up a good track record
and reputation of the Company.
Mr Yeo Chong Lin was one of the pioneers in the marine logistics business. He has indepth
knowledge of the needs of the business as it evolved over the years. His ability
to anticipate business trends and demand has enabled the Group to offer the right
type of vessels to customers when they are needed. In particular, this is important to
the offshore support industry as under its present market practice, marine logistics
providers must have the right type of offshore support vessels available before they
are qualified to tender for a charter or supply contract.
78

NOTICE OF SECOND ANNUAL GENERAL MEETING
(iv)
(v)
(vi)
(vii)
Mr Yeo Chong Lin also successfully implemented a strategy to provide a comprehensive
range of services to meet all the customers’ marine support and logistic needs at
competitive terms, with prompt, reliable and efficient service at all times. The range
of services available to the Group’s customers includes the provision of ship repair
and ship maintenance services.
Mr Yeo Chong Lin was responsible for the establishment of the business and has
been the face of the Company to its customers and suppliers and is synonymous with
the name of Swissco in the industry. Mr Yeo Chong Lin continues to play an
instrumental role in charting the Group’s expansion and business development plans.
In recognition of his efforts and contribution in steering the Group to another year of
good profits (whereby the Group’s net profit increases by 222% from S$3.9 million in
FY2004 to S$12.5 million in FY2005) and to further motivate him to create value for
shareholders, the Company is proposing to grant an option to Mr Yeo Chong Lin to
subscribe for 500,000 ordinary shares in the capital of the Company (“Shares”) at a
subscription price equal to the average of the last dealt prices for a share for the five
(5) consecutive market days immediately preceding the latest practicable date prior
to the date of the notice of this AGM.
As the proposed resolution 9 relates to the authorisation for the Company to grant
option to Mr Yeo Chong Lin, the latter and his associates will abstain from voting on
this resolution at the AGM and shall decline any appointment as proxies for
shareholders to vote on this resolution unless the shareholders concerned have given
specific instructions in their respective proxy forms as to the manner in which their
votes are to be cast in respect of this resolution. Shareholders who are employees
and directors of the Group and who are eligible to participate in the Share Option
Scheme will abstain from voting on this resolution.
(f) (i) The participation of Mr Alex Yeo Kian Teong in the Share Option Scheme has been
approved by the shareholders at the Annual General Meeting held on 29 April 2005.
The ordinary resolution 10, if passed, will empower the Directors to grant options to
Mr Alex Yeo Kian Teong, on the terms of and pursuant to the Rules of the Share
Option Scheme to subscribe for 500,000 ordinary shares in the capital of the Company.
The basis for the participation and grant of options to Mr Alex Yeo Kian Teong under
the Share Option Scheme has been provided in the Prospectus. A copy of the
Prospectus may be inspected at the registered office of the Company at 9 Pandan
Road, Singapore 609257 during normal business hours from the date hereof up to
and including the date of the AGM. The relevant extract from the Prospectus is
reproduced below for convenience of reference.
79

NOTICE OF SECOND ANNUAL GENERAL MEETING
(ii)
(iii)
(iv)
Mr Alex Yeo Kian Teong is the Chief Executive Officer of the Company. Mr Alex Yeo
Kian Teong joined the Company in 1992 after he completed his undergraduate study
for a Bachelor of Science in Business Administration from the University of San
Francisco and his national service. He has been with the Group for 14 years and has
been responsible for identifying reliable and capable partners to team up with them
to manage the overseas operations. Together with the Executive Chairman Mr Yeo
Chong Lin, their experience in this industry enables them to identify the growth
opportunities available in the region and to team up with like-minded business partners
to jointly capitalise on these opportunities.
His in-depth knowledge of market trends and conditions was instrumental in
expanding the Group’s market coverage beyond the Singapore market to include
Malaysia and Indonesia.
In his role as Chief Executive Officer, Mr Alex Yeo Kian Teong is responsible for business
growth and corporate development of the Group. He is also responsible for the effective
management of the Group’s regional operations, business relations with the suppliers
and shipbuilders, networking with major industry players such as ship owners, oil
and gas offshore operators, and other marine logistics providers. Through his contacts,
he will also be on the lookout for new innovative services and facilities to incorporate
into the Group’s activities.
(v) In recognition of his efforts, performance and contribution in leading the Group to another
year of record profits (whereby the Group’s net profit increases by 222% from S$3.9
million in FY2004 to S$12.5 million in FY2005) and to further motivate him to maintain
high level of performance with a view to achieving long term growth for the Group,
the Company is proposing to grant an option to Mr Alex Yeo Kian Teong to subscribe
for 500,000 ordinary shares in the capital of the Company (“Shares”) at a subscription
price equal to the average of the last dealt prices for a share for the five (5) consecutive
market days immediately preceding the latest practicable date prior to the date of the
notice of this AGM.
(vi)
As the proposed resolution 10 relates to the authorisation for the Company to grant
options to Mr Alex Yeo Kian Teong, the latter and his associates will abstain from
voting on this resolution at the AGM and shall decline any appointment as proxies for
shareholders to vote on this resolution unless the shareholders concerned have given
specific instructions in their respective proxy forms as to the manner in which their
votes are to be cast in respect of this resolution. Shareholders who are employees
and directors of the Group and who are eligible to participate in the Share Option
Scheme will abstain from voting on this resolution.
80

NOTICE OF SECOND ANNUAL GENERAL MEETING
The Directors collectively and individually accept full responsibility for the accuracy of
the information given and confirm that, having made all reasonable enquiries, to the
best of their knowledge and belief, the facts stated and opinions expressed herein are
fair and accurate and there are no material facts the omission of which would make any
statement misleading.
(g)
The Ordinary Resolution No 11 if passed, will empower the Directors of the Company to
issue shares in the Company pursuant to the exercise of the options under the Swissco
Share Option Scheme provided that the aggregate number of shares to be issued does not
exceed fifteen percent (15%) of the total number of shares issued by the Company at any
time. Shareholders who are employees and directors of the Group and who are eligible to
participate in the Swissco Share Option Scheme will abstain from voting on this resolution.
Notes to Proxy Form:
(i)
(ii)
(iii)
(iv)
A member entitled to attend and vote at this meeting is entitled to appoint one or two proxies to
attend and vote in his stead. A proxy need not be a member of the Company.
If a proxy is to be appointed, the form must be deposited at the registered office of the Company
at 9 Pandan Road Singapore 609257 not less than 48 hours before the time set for the meeting.
The form of proxy must be signed by the appointor or his attorney duly authorised in writing.
In the case of joint shareholders, all holders must sign the form of proxy.
81

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82

SWISSCO INTERNATIONAL LIMITED
(Incorporated in Singapore)
ANNUAL GENERAL MEETING
PROXY FORM
IMPORTANT
1. For investors who have used their CPF monies to buy Swissco
International Limited shares, this Annual Report is sent to them at
the request of their CPF Approved Nominees and is sent solely
FOR INFORMATION ONLY.
2. This Proxy Form is FOR USE ONLY BY MEMBERS whose shares in
Swissco International Limited are registered in their names. It is
not valid for use by CPF investors and persons whose shares are
not registered in their own names, and shall be ineffective for all
intents and purposes if used or purported to be used by them.
I/We
of
(Name)
(Address)
being a member/members of SWISSCO INTERNATIONAL LIMITED hereby appoint:-
Name
Address
NRIC/Passport
Number
Proportion of
Shareholdings (%)
and/or (delete as appropriate)
Name
Address
NRIC/Passport
Number
Proportion of
Shareholdings (%)
or failing whom, the Chairman of the meeting, as my/our proxy/proxies to vote for me/us on my/our behalf, at the Annual
General Meeting of the Company to be held on 28 April 2006 and at any adjournment thereof in the following manner:
Resolution No For Against
1. Adoption of Reports and Accounts
2. Re-appointment of Mr Yeo Chong Lin pursuant to Section 153(6) of
the Companies Act, Chapter 50
3. Re-election of Mr Phillip Chan Yee Foo, a director retiring under
Article 87
4. To approve first and final dividend.
5. To approve special dividend.
6. Re-appointment of Auditors and authorisation of directors to fix
their remuneration
7. To approve Directors’ Fees
8 Authority to issue and allot shares pursuant to Section 161 of
the Companies Act, Cap 50
9. To approve the grant of options under the Swissco Share Option
Scheme to Mr Yeo Chong Lin.
10. To approve the grant of options under the Swissco Share Option
Scheme to Mr Alex Yeo Kian Teong.
11. To authorise the Directors to issue and allot shares in accordance
with the provisions of the Swissco Share Option Scheme
If you wish to exercise all your votes For or Against, please tick with ‘✓’. Alternatively, please indicate the number
of votes For or Against each resolution.
If this form of proxy contains no indication as to how the proxy should vote in relation to each resolution, the proxy
shall, as in the case of Any Other Business raised at the meeting, vote as the proxy deems fit.
Dated this day of 2006.
Total Number of shares in
No of Shares
(a) CDP Register
(b) Register of Members
Signature(s) of Member(s)/Common Seal
IMPORTANT: PLEASE READ NOTES OVERLEAF
83

NOTES
1. A member entitled to attend and vote at the Meeting is entitled to appoint one or two proxies to attend and
vote in his stead.
2. Where a member appoints more than one proxy, the appointments shall be invalid unless he specifies the
proportion of his holding (expressed as a percentage of the whole) to be represented by each proxy.
3. A proxy need not be a member of the Company.
4. A member should insert the total number of shares held. If the member has shares entered against his name
in the Depository Register (as defined in Section 130A of the Companies Act, Cap. 50 of Singapore), he
should insert that number of shares. If the member has shares registered in his name in the Register of
Members of the Company, he should insert that number of shares. If the member has shares entered against
his name in the Depository Register and registered in his name in the Register of Members, he should insert
the aggregate number of shares. If no number is inserted, this form of proxy will be deemed to relate to all
shares held by the member.
5. The instrument appointing a proxy or proxies must be deposited at the Company’s registered office at 9
Pandan Road Singapore 609257 not less than 48 hours before the time set for the Meeting.
6. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly
authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it
must be executed either under its common seal or under the hand of its attorney or a duly authorised officer.
7. Where an instrument appointing a proxy is signed on behalf of the appointor by an attorney, the letter or
power of attorney or a duly certified copy thereof must (failing previous registration with the Company) be
lodged with the instrument of proxy, failing which the instrument may be treated as invalid.
GENERAL
The Company shall be entitled to reject a Proxy Form which is incomplete, improperly completed, illegible or where
the true intentions of the appointor are not ascertainable from the instructions of the appointor specified on the
Proxy Form. In addition, in the case of shares entered in the Depository Register, the Company may reject a Proxy
Form if the member, being the appointor, is not shown to have shares entered against his name in the Depository
Register as at 48 hours before the time appointed for holding the Meeting, as certified by The Central Depository
(Pte) Limited to the Company.
84

CORPORATE INFORMATION
BOARD OF DIRECTORS
Mr Yeo Chong Lin
Chairman
Mr Alex Yeo Kian Teong
Chief Executive Officer
Mr Phillip Chan Yee Foo
Independent Director
Dr Chiang Hai Ding
Independent Director
Mr Rohan Kamis
Independent Director
COMPANY SECRETARIES
Tan Ching Chek
Lo Swee Oi
REGISTERED OFFICE
9 Pandan Road
Singapore 609257
PRINCIPAL PLACE OF BUSINESS
9 Pandan Road
Singapore 609257
Telephone: (65) 6265 2855
Facsimile: (65) 6264 1661
E-Mail: swissco@singnet.com.sg
Website: www.swissco.net
SHARE REGISTRAR AND SHARE
TRANSFER OFFICE
B.A.C.S. Private Limited
63 Cantonment Road
Singapore 089758
AUDITORS
PricewaterhouseCoopers
Certified Public Accountants
8 Cross Street
#17-00 PWC Building
Singapore 048424
Partner-in-charge: Chey Chor Wai
(effective from 22 March 2004)
PRINCIPAL BANKER
United Overseas Bank Limited
80 Raffles Place
UOB Plaza
Singapore 048624