HYFLUX LTD AND SUBSIDIARIES - 联合早报网ir.zaobao.com.sg/hyflux/pages/doc/hyflux_ar2002_finance.pdf · HYFLUX LTD AND SUBSIDIARIES 01 (AMOUNT EXPRESSED IN SINGAPORE DOLLARS UNLESS

DIRECTORS

Olivia Lum Ooi Lin

Deirdre Murugasu

Foo Hee Kiang

Teo Kiang Kok

Lee Joo Hai

Gay Chee Cheong

COMPANY SECRETARY

Lim Kim Seng

REGISTERED OFFICE

40 Changi South Street 1

Singapore 486764

AUDITORS

Ernst & Young

Partner in charge: Max Loh Khum Whai (since 2002)

BANKERS

The Development Bank of Singapore

Oversea-Chinese Banking Corporation

HYFLUX LTD AND SUBSIDIARIES

DIRECTORS’ REPORT AND AUDITED FINANCIAL STATEMENTS

31 DECEMBER 2002

CONTENTS

DIRECTORS’ REPORT 01

STATEMENT BY DIRECTORS 09

AUDITORS’ REPORT 10

BALANCE SHEETS 11

PROFIT AND LOSS ACCOUNTS 13

STATEMENTS OF CHANGES IN EQUITY 14

CONSOLIDATED STATEMENT OF CASH FLOWS 15

NOTES TO THE FINANCIAL STATEMENTS 17

SUPPLEMENTARY INFORMATION 46


01

(AMOUNT EXPRESSED IN SINGAPORE DOLLARS UNLESS OTHERWISE STATED)

The directors are pleased to present their report to the members together with the audited financial statements of the Company and

of the Group for the financial year ended 31 December 2002.

DIRECTORS

The directors of the Company in office at the date of this report are:

Olivia Lum Ooi Lin

Deirdre Murugasu

Foo Hee Kiang

Teo Kiang Kok

Lee Joo Hai

Gay Chee Cheong

PRINCIPAL ACTIVITIES

The principal activities of the Company are those of an investment holding company and manufacturing of membranes. The principal

activities of the subsidiaries are shown in Note 15 to the financial statements.

There have been no significant changes in the nature of these activities during the financial year.

RESULTS FOR THE FINANCIAL YEAR

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

GROUP COMPANY

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

$’000 $’000

Profit after taxation and minority interests 12,261 15,369

Accumulated profit brought forward 9,948 324

22,209 15,693

Dividend (1,834) (1,834)

Accumulated profit carried forward 20,375 13,859

MATERIAL MOVEMENTS IN RESERVES OR PROVISIONS

Except as disclosed in the financial statements, there were no material transfers to or from reserves or provisions during the financial year.

DIRECTORS’ REPORT

DIRECTORS’ REPORT (CONTINUED)

ACQUISITION AND DISPOSAL OF SUBSIDIARIES

During the financial year, the Company incorporated the following subsidiary:

NAME OF SUBSIDIARY COUNTRY OF PRINCIPAL ACTIVITIES EQUITY

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

INCORPORATION INTEREST HELD

Hyflux International Ltd British Virgin Islands Investment holding, selling, distribution, 100%

import and export of products and

component systems in liquid treatment.

Provision of engineering expertise,

maintenance services and technical

know-how.

There were no acquisitions or disposals of subsidiaries during the financial year.

ISSUE OF SHARES OR DEBENTURES

(a) During the financial year, the Company increased its issued and paid up capital as follows:

(i) Issue of 10,000,000 new ordinary shares of $0.05 each at $1.235 per share to BNP Paribas Peregrine as private placement

agent for cash;

(ii) Bonus issue of 1 ordinary share for every 4 existing ordinary shares of $0.05 each; and

(iii) Issue of 983,000 ordinary shares of $0.05 each at $0.504 per share for cash pursuant to the Hyflux Employees’ Share

Option Scheme.

(b) During the financial year, the subsidiaries issued the following shares:

(i) Hyflux International Ltd issued 2 ordinary share of US$1 each at par for cash for the purposes of incorporation;

(ii) Hydrochem (S) Pte Ltd increased its authorised share capital from $800,000, comprising 800,000 ordinary shares of $1 each

to $2,000,000, comprising 2,000,000 ordinary shares of $1 each. It also issued 1,000,000 ordinary shares of $1 each at par

for cash to provide additional working capital.

(iii) Hangzhou Zheda Hyflux Hualu Membrane Technology Co., Ltd increased its paid-in capital from RMB18,034,091 to

RMB24,450,000 for cash.

(c) During the financial year, Hydrochem Engineering (Shanghai) Co., Ltd increased its paid-in capital from US$1,204,423 to

US$1,920,000 for cash.

All new shares issued rank pari passu in all respects with the existing ordinary shares of the respective companies.

Except as disclosed above, the Company and its subsidiaries did not issue any other shares or debentures during the financial year.

ARRANGEMENTS TO ENABLE DIRECTORS TO ACQUIRE SHARES OR DEBENTURES

Except for the Hyflux Employees’ Share Option Scheme granted to certain directors of the Company, 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 or debentures of the Company or any other body corporate.


P.02.03

DIRECTORS’ INTERESTS IN SHARES OR DEBENTURES

The interests of the directors who held office at the end of the financial year in the shares or debentures of the Company and related

corporations, according to the register kept by the Company for the purposes of Section 164 of the Companies Act, were as follows:

OTHER SHAREHOLDINGS IN WHICH

THE DIRECTOR IS DEEMED TO

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

HELD BY DIRECTOR HAVE AN INTEREST

AT 1 AT 31 AT 21 AT 1 AT 31 AT 21

JANUARY DECEMBER JANUARY JANUARY DECEMBER JANUARY

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

2002 2002 2003 2002 2002 2003

THE COMPANY

Ordinary shares of $0.05 each

Olivia Lum Ooi Lin 98,691,576 91,904,056 114,930,070 – – –

Deirdre Murugasu 5,572,446 6,965,562 6,965,562 – – –

Foo Hee Kiang 2,271,016 2,850,020 2,850,020 – – –

Gay Chee Cheong 100,000 125,000 125,000 10,281,280 21,511,000 21,511,000

By virtue of Section 7 of the Companies Act, Cap. 50, Lum Ooi Lin is deemed to have an interest in the shares held by the Company

in all its subsidiaries.

No other director had an interest in any shares or debentures of the Company or related corporations either at the beginning or the

end of the financial year or 21 January 2003.

DIVIDENDS

Dividends paid or proposed since the end of the previous financial year were as follows:

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

$’000

An interim dividend of 1 cent per share, less tax at 22%, in respect of the year ended 31 December 2002,

proposed and paid 1,834

A final dividend of 0.5 cent per share, less tax at 22%, in respect of the year ended 31 December 2002,

proposed by the directors and subject to approval by shareholders at the forthcoming Annual General Meeting of

the Company 921


BAD AND DOUBTFUL DEBTS

Before the profit and loss account and balance sheet of the Company were made out, the directors took reasonable steps to ascertain

that proper action had been taken in relation to the writing off of bad debts and the making of provision for doubtful debts, and have

satisfied themselves that no debts of the Company need to be written off as bad and that no provision for doubtful debts was required.

At the date of this report, the directors are not aware of any circumstances which would render any amount written off or the amount

of provision for doubtful debts in the Group inadequate to any substantial extent.

CURRENT ASSETS

Before the profit and loss account and balance sheet of the Company were made out, the directors took reasonable steps to ascertain

that any current assets which were unlikely to realise their book values in the ordinary course of business have been written down to

their estimated realisable values or adequate provision had been made for the diminution in value of such current assets.

At the date of this report, the directors are not aware of any circumstances which would render the values attributed to current assets

in the consolidated financial statements misleading.

CHARGES ON ASSETS AND CONTINGENT LIABILITIES

Since the end of the financial year, and up to the date of this report, no charge on the assets of the Company or any corporation in the

Group which secures the liabilities of any other person and no contingent liability of the Company or any corporation in the Group

has arisen.

ABILITY TO MEET OBLIGATIONS

No contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve months after the

end of the financial year which, in the opinion of the directors, will or may substantially affect the ability of the Company or of the Group

to meet their obligations as and when they fall due.

OTHER CIRCUMSTANCES AFFECTING THE FINANCIAL STATEMENTS

At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or in the consolidated

financial statements which would render any amount stated in the financial statements of the Company and consolidated financial

statements misleading.

UNUSUAL ITEMS

In the opinion of the directors, the results of the operations of the Company and of the Group during the financial year have not been

substantially affected by any item, transaction or event of a material and unusual nature.


P.04.05

UNUSUAL ITEMS AFTER THE FINANCIAL YEAR

In the opinion of the directors, no item, transaction or event of a material and unusual nature has arisen in the interval between the end

of the financial year and the date of this report which would affect substantially the results of the operations of the Company and of the

Group for the financial year in which this report is made.

DIRECTORS’ CONTRACTUAL BENEFITSExcept as disclosed in the financial statements, since the end of the previous financial year, no director of the Company 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 the director is a member, or with a company in which the director has a substantial financial interest.

SHARE OPTIONSThe Hyflux Employees’ Share Option Scheme (the “Scheme”) was approved by the members of the Company at an Extraordinary

General Meeting held on 27 September 2001. The Scheme provides an opportunity for employees of the Company and its subsidiaries,

other than substantial shareholders of the Company, to participate in the equity of the Company.

The Scheme is administered by a committee comprising directors, namely Ms Olivia Lum Ooi Lin and Mr Gay Chee Cheong who are

not participants of the Scheme. It shall continue to be in force at the discretion of the Committee for a period of 10 years from

27 September 2001. However, the period may be extended with the approval of members at a general meeting of the Company and

of any relevant authorities which may then be required.

The options granted by the Company to directors holding office at the end of the financial year were as follows:

AGGREGATE OPTIONS AGGREGATE OPTIONS

GRANTED SINCE EXERCISED SINCE AGGREGATE OPTIONS

OPTIONS GRANTED COMMENCEMENT OF COMMENCEMENT OF OUTSTANDING AS

DURING THE SCHEME TO END OF SCHEME TO END OF AT END OF

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

FINANCIAL YEAR FINANCIAL YEAR FINANCIAL YEAR FINANCIAL YEAR

Options to subscribe for

ordinary shares of $0.05

each exercisable at

$0.504* per share

between the period

15 October 2002 to

27 September 2011

Deirdre Murugasu 100,000** 500,000 – 500,000

Foo Hee Kiang 100,000** 500,000 (100,000) 400,000

* On 17 June 2002, the Company made a bonus issue of 1 ordinary share for every 4 existing ordinary shares of $0.05 each.

Correspondingly, the quantity and exercise price on the options granted previously on 15 October 2001 were adjusted.

The exercise price was adjusted from $0.63 per share to $0.504 per share.

** These additional options arose due to the bonus issue of shares on 17 June 2002, as described above.

Except for the above, no options have been granted to controlling shareholders or directors of the Company or their associates and no

employee has received 5% or more of the total options available under the Scheme.


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OF OPTIONS

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GRANTED

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AUDIT COMMITTEE

The Audit Committee comprises three independent directors, one of whom is also the Chairman of the Audit Committee and one

Executive Director. The members of the Audit Committee are:

Lee Joo Hai (Chairman)

Olivia Lum Ooi Lin

Teo Kiang Kok

Gay Chee Cheong

The Audit Committee performs its functions in accordance with Section 201B(5) of the Companies Act, Cap 50 and the requirements

of the Singapore Exchange.

The Audit Committee meets periodically to discuss and review the following:

(a) review with the external auditors the audit plan, their evaluation of the system of internal controls, their audit report and their

management letter relating to improvements in internal control;

(b) review the half-year and annual financial statements and balance sheet and profit and loss accounts before submission to the

Board of Directors for approval, focusing in particular, on changes in accounting policies and practices, major risk areas, significant

adjustments resulting from the audit, the going concern statement, compliance with accounting standards as well as compliance

with any stock exchange and statutory/regulatory requirements;

(c) review the internal control and procedures and ensure co-ordination between the external auditors and the management, reviewing

the assistance given by the management to the auditors, and discussing problems and concerns, if any arising from the interim

and final audits, and any matters which the auditors may wish to discuss (in the absence of the management where necessary);

(d) review and discuss with the external auditors any suspected fraud or irregularity, or suspected infringement of any relevant laws,

rules or regulations, which has or is likely to have a material impact on the Group’s operating results or financial position;

(e) consider the appointment or re-appointment of the external auditors and matters relating to resignation or dismissal of the auditors;

(f) review transactions falling within the scope of Chapter 9A and Clause 1006 of the SGX-ST Listing Manual;

(g) undertake such other reviews and projects as may be requested by the Board and will report to the Board of Directors its findings

from time to time on matters arising and requiring the attention of the Audit Committee; and

(h) generally undertake such other functions and duties as may be required by statute or the Listing Manual, and by such amendments

made thereto from time to time.

The Audit Committee has recommended to the Board of Directors the nomination of Ernst & Young for re-appointment as auditors at

the forthcoming Annual General Meeting of the Company.


P.06.07



AUDIT COMMITTEE (CONTINUED)

OTHER INFORMATION REQUIREDBY THE SINGAPORE EXCHANGE SECURITIES TRADING LIMITED

(a) No material contracts to which the Company or any subsidiary is a party and which involve directors’ interests subsisted at the

end of the financial year, or have been entered into since the end of the previous financial year.

(b) The net proceeds of the Private Placement were used for the Group’s working capital.

AUDITORS

Ernst & Young have expressed their willingness to accept re-appointment as auditors.

On behalf of the board of directors,

OLIVIA LUM OOI LIN

DIRECTOR

DEIRDRE MURUGASUDIRECTOR

SINGAPORE17 MARCH 2003



P.08.09

We, Olivia Lum Ooi Lin and Deirdre Murugasu, being two of the directors of Hyflux Ltd, do hereby state that, in the opinion of the directors,

(i) the accompanying balance sheets, profit and loss accounts, statements of changes in equity and consolidated cash flow statement

together with notes thereto, set out on pages 11 to 45 are drawn up 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 2002 and of the results and changes in equity of the Company and of the Group

and cash flows of the Group for the year then ended, and

(ii) at the date of this statement there are reasonable grounds to believe that the Company will be able to pay its debts as and when

they fall due.

The board of directors authorised these financial statements for issue on 17 March 2003.

On behalf of the board of directors,

OLIVIA LUM OOI LIN

DIRECTOR

DEIRDRE MURUGASU

DIRECTOR


STATEMENT BY DIRECTORS

We have audited the financial statements of Hyflux Ltd set out on pages 11 to 45. The financial statements comprise the balance

sheets of the Company and of the Group as at 31 December 2002, the profit and loss accounts and the statements of changes in

equity of the Company and of the Group and cash flows statement of the Group for the year ended 31 December 2002, and notes

thereto. 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. The financial statements for the year ended 31 December 2001 were audited by

another auditor, whose report dated 8 April 2002, expressed an unqualified opinion on those financial statements.

We conducted our audit in accordance with Singapore Standards on Auditing. Those Standards require that we plan and perform the

audit to obtain reasonable assurance about 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) the financial statements are properly drawn up in accordance with the provisions of the Singapore Companies Act (Act) and

Singapore Statements of Accounting Standard and so as to give a true and fair view of:

(i) the state of affairs of the Company and of the Group as at 31 December 2002 and of the results and changes in equity of the

Company and of the Group and cash flows of the Group for the year ended on that date; and

(ii) the other matters required by section 201 of the Act to be dealt with in the consolidated financial statements;

(b) 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.

We have considered the financial statements of the subsidiaries of which we have not acted as auditors, being financial statements

included in the consolidated financial statements. The names of these subsidiaries are stated in Note 15.

We are satisfied that the financial statements of the subsidiaries that have been consolidated with the financial statements of the

Company are in form and content appropriate and proper for the purposes of the preparation of the consolidated financial statements

and we have received satisfactory information and explanations as required by us for those purposes.

The auditors’ reports on the financial statements of the subsidiaries were not subject to any qualification and in respect of subsidiaries

incorporated in Singapore did not include any comment made under section 207(3) of the Act.

ERNST & YOUNG

CERTIFIED PUBLIC ACCOUNTANTS


AUDITORS’ REPORT TO THE MEMBERS OF HYFLUX LTD

BALANCE SHEETS

AS AT 31 DECEMBER 2002


P.10.11

(AMOUNTS EXPRESSED IN SINGAPORE DOLLARS)

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

NOTE GROUP COMPANY

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

2002 2001 2002 2001

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

$’000 $’000 $’000 $’000

CURRENT ASSETS

Cash and bank balances 3,770 3,657 132 46

Fixed deposits 3 13,338 899 9,283 –

Stocks 4 5,402 2,880 619 113

Trade debtors 5 12,813 4,819 2,613 –

Work-in-progress 6 16,195 14,342 – –

Other debtors, deposits and prepayments 7 2,379 1,583 1,006 223

Due from subsidiaries (non-trade) 8 – – 26,400 15,135

Due from subsidiaries (trade) – – 4,757 1,435

Total current assets 53,897 28,180 44,810 16,952

CURRENT LIABILITIES

Bank overdrafts (unsecured) 9 – 135 – –

Trade creditors 5,374 1,385 469 161

Other creditors and accruals 10 1,932 1,471 437 182

Provision for income tax 387 2,269 – –

Provision for warranty 11 50 50 – –

Hire purchase creditors, current 12 47 49 – –

Finance lease creditors, current 13 14 5 – –

Short-term loans 9 1,686 1,208 – –

Long-term loans, current 9 1,623 445 1,154 –

Total current liabilities 11,113 7,017 2,060 343

Net current assets 42,784 21,163 42,750 16,609

BALANCE SHEETS (CONTINUED)

AS AT 31 DECEMBER 2002

The accounting policies and explanatory notes on pages 17 to 45 form an integral part of the financial statements.

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

NOTE GROUP COMPANY

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

2002 2001 2002 2001

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

$’000 $’000 $’000 $’000

NON-CURRENT ASSETS

Fixed assets 14 13,021 11,204 1,103 646

Subsidiaries 15 – – 8,039 4,631

Associated company 16 255 306 – –

Long-term investment 17 1,735 – – –

Intangibles 18 3,506 3,556 – –

Total non-current assets 18,517 15,066 9,142 5,277

NON-CURRENT LIABILITIES

Hire purchase creditors, non-current 12 73 119 – –

Finance lease creditors, non-current 13 63 14 – –

Deferred tax liabilities 30 489 489 – –

Long-term loans, non-current 9 4,267 891 3,846 –

Total non-current liabilities 4,892 1,513 3,846 –

Total net assets 56,409 34,716 48,046 21,886

SHARE CAPITAL AND RESERVES

Share capital 19 11,809 8,909 11,809 8,909

Share premium 20 22,378 12,653 22,378 12,653

Translation reserve (647) (144) – –

Revenue reserve 21 20,375 9,948 13,859 324

Share capital and reserves before minority interests 53,915 31,366 48,046 21,886

Minority interests 2,494 3,350 – –

Total capital and reserves attributable to members 56,409 34,716 48,046 21,886


P.12.13

PROFIT AND LOSS ACCOUNTS

FOR THE YEAR ENDED 31 DECEMBER 2002



○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

NOTE GROUP COMPANY

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

2002 2001 2002 2001

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

$’000 $’000 $’000 $’000

TURNOVER 22 45,267 27,235 18,635 2,330

Other operating income 23 1,541 212 1,505 5

Raw materials and consumables used (18,535) (8,714) (293) (371)

Personnel expenses 24 (6,890) (4,798) (456) (158)

Research and development costs 25 – (298) – –

Depreciation and amortisation (2,301) (1,394) (232) (140)

Other operating expenses (6,959) (2,880) (1,216) (533)

PROFIT FROM OPERATIONS 26 12,123 9,363 17,943 1,133

Financial expenses 28 (353) (64) (226) (2)

Financial income 29 83 176 16 128

PROFIT BEFORE SHARE OF RESULTS OF

ASSOCIATED COMPANY 11,853 9,475 17,733 1,259

Share of results of associated company (50) (28) – –

PROFIT BEFORE TAXATION AND MINORITY INTERESTS 11,803 9,447 17,733 1,259

Taxation 30 56 (2,097) (2,364) (229)

PROFIT AFTER TAXATION AND BEFORE

MINORITY INTERESTS 11,859 7,350 15,369 1,030

Minority interests 402 5 – –

NET PROFIT FOR THE YEAR 12,261 7,355 15,369 1,030

EARNINGS PER SHARE (CENTS) 31

– Basic 5.33 3.38

– Fully diluted 5.24 3.38

STATEMENTS OF CHANGES IN EQUITY



SHARE SHARE TRANSLATION REVENUE

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

GROUP CAPITAL PREMIUM RESERVE RESERVE TOTAL

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

$’000 $’000 $’000 $’000 $’000

BALANCE AT 31 DECEMBER 2000 AS

PREVIOUSLY STATED 7,234 – (3) 2,593 9,824

Change in accounting policy (Note 2) – – – 645 645

BALANCE AT 1 JANUARY 2001 AS RESTATED 7,234 – (3) 3,238 10,469Issue of shares for cash 1,675 13,600 – – 15,275Expenses in connection with issuance of shares – (947) – – (947)Foreign currency translation differences – – (141) – (141)Net profit for the year – – – 7,355 7,355Dividend (Note 32) – – – (645) (645)

BALANCE AT 31 DECEMBER 2001 8,909 12,653 (144) 9,948 31,366

Issue of shares for cash 2,900 12,296 – – 15,196Expenses in connection with issuance of shares – (219) – – (219)Bonus issue of 1 ordinary share for every

4 existing ordinary shares of $0.05 each – (2,352) – – (2,352)Foreign currency translation differences – – (503) – (503)Net profit for the year – – – 12,261 12,261Dividend (Note 32) – – – (1,834) (1,834)

BALANCE AT 31 DECEMBER 2002 11,809 22,378 (647) 20,375 53,915

SHARE SHARE REVENUE

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

COMPANY CAPITAL PREMIUM RESERVE TOTAL

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

$’000 $’000 $’000 $’000

BALANCE AT 31 DECEMBER 2000 AS

PREVIOUSLY STATED 7,234 – 2 7,236Change in accounting policy (Note 2) – – (63) (63)

BALANCE AT 1 JANUARY 2001 AS RESTATED 7,234 – (61) 7,173Issue of shares for cash 1,675 13,600 – 15,275Expenses in connection with issuance of shares – (947) – (947)Net profit for the year – – 1,030 1,030Dividend (Note 32) – – (645) (645)

BALANCE AT 31 DECEMBER 2001 8,909 12,653 324 21,886

Issue of shares for cash 2,900 12,296 – 15,196Expenses in connection with issuance of shares – (219) – (219)Bonus issue of 1 ordinary share for

every 4 existing ordinary shares of $0.05 each – (2,352) – (2,352)Net profit for the year – – 15,369 15,369Dividend (Note 32) – – (1,834) (1,834)

BALANCE AT 31 DECEMBER 2002 11,809 22,378 13,859 48,046



P.14.15


○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

NOTE 2002 2001

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

$’000 $’000

CASH FLOWS FROM OPERATING ACTIVITIES

Profit before taxation 11,803 9,447

Adjustments:

Share of results of associated company 50 28

Amortisation of intangibles 998 385

Provision for doubtful trade debts 601 300

Bad debts written off 850 –

Write-back of provision for warranty – (194)

Provision for stock obsolescence 13 –

Depreciation of fixed assets 1,303 1,009

(Gain) loss on disposal of fixed assets (1) 10

Interest expense 353 64

Interest income (83) (176)

Grants (76) (349)

Operating profit before working capital changes 15,811 10,524

Stocks (2,523) (1,066)

Trade debtors (9,488) 908

Work-in-progress (1,853) (12,237)

Other debtors, deposits and prepayments (795) 399

Due from affiliated companies (trade) – 646

Trade creditors 3,988 (806)

Other creditors and accruals 461 (432)

Progress billings in excess of work-in-progress – (261)

Cash generated from (used in) operations 5,601 (2,325)

Interest paid (353) (64)

Income taxes paid (1,826) (2,220)

Net cash generated from (used in) operating activities 3,422 (4,609)

CASH FLOWS FROM INVESTING ACTIVITIES

Acquisition of subsidiaries, net of cash acquired 15 – 9 3 0

Acquisition of intangibles (1,216) (499)

Purchase of fixed assets 14 (3,210) (6,579)

Long-term investment (1,735) –

Proceeds from disposal of fixed assets 15 7

Redemption of short-term notes – 5 0 0

Interest received 83 1 7 6

Grants received 76 349

Net cash used in investing activities (5,987) (5,116)

CONSOLIDATED STATEMENT OF CASH FLOWS


CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)


○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

NOTE 2002 2001

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

$’000 $’000

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issue of new shares, net of expenses 12,625 14,328

Proceeds from minority shareholders of a subsidiary – 4

Proceeds from (payment of) long-term loans, net 4,554 (95)

Proceeds from short-term loan 478 575

Payment of hire purchase creditors (48) (182)

Payment of finance lease creditors, net (26) (5)

Payment of dividends (1,834) (2,344)

Net cash generated from financing activities 15,749 12,281

NET INCREASE IN CASH AND CASH EQUIVALENTS 13,184 2,556

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 4,421 2,040

EFFECT OF EXCHANGE RATE CHANGES (497) (175)

CASH AND CASH EQUIVALENTS AT END OF YEAR A 17,108 4,421

A. CASH AND CASH EQUIVALENTS

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

GROUP

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

2002 2001

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

$’000 $’000

Cash and bank balances 3,770 3,657

Fixed deposits 13,338 899

Bank overdrafts – (135)

17,108 4,421



P.16.17


01. CORPORATE INFORMATION

The financial statements of Hyflux Ltd and the consolidated financial statements of the Group for the year ended 31 December

2002 were authorised for issue in accordance with a directors’ resolution on 17 March 2003.

The Company is a public limited company domiciled and incorporated in Singapore. The address of the Company’s registered

office is 40 Changi South Street 1 Singapore 486764.

The principal activities of the Company are those of an investment holding company and the manufacturing of membranes.

The principal activities of the subsidiaries are shown in Note 15 to the financial statements.

The Company and the Group employed Nil and 352 employees (2001: Nil and 257) as at 31 December 2002, respectively.

A subsidiary, Hydrochem (S) Pte Ltd, provides operational and administrative support to the Company.

02. SIGNIFICANT ACCOUNTING POLICIES

(A) BASIS OF PREPARATION

The financial statements of the Company and of the Group which are expressed in Singapore dollars, are prepared in

accordance with Singapore Statements of Accounting Standard (SAS) and under the historical cost convention.

(B) PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the financial statements of the Company and its subsidiaries.

The results of subsidiaries acquired or sold during the year are consolidated for the periods from or to the date of

acquisition or disposal. All intercompany balances, transactions and any unrealised profit or loss on intercompany

transactions are eliminated on consolidation.

When a subsidiary or associated company is acquired, any difference between the consideration paid and the fair

values of the net assets acquired is amortised on a straight-line basis to the consolidated profit and loss account over

the period of expected benefit not exceeding 5 years.

Investment in associated company is accounted for in the consolidated financial statements using the equity method.

The Group’s share of the post-acquisition results of associated companies is included in the consolidated profit and

loss account. The Group’s share of the post-acquisition accumulated profits and reserves of associated companies is

included in the carrying value of the investment in the consolidated balance sheet.

Goodwill and fair value adjustments arising on the acquisition of a foreign subsidiary are treated as assets or liabilities

of the foreign subsidiary and translated at exchange rates ruling at the balance sheet date.

In the preparation of the consolidated financial statements, the balance sheets of foreign subsidiaries and associated

companies are translated into Singapore dollars at rates of exchange ruling at the balance sheet date except for share

capital and reserves which are translated at historical rates of exchange. Operating results are translated at average

rates of exchange for the year. Translation differences are taken to translation reserve.

NOTES TO THE FINANCIAL STATEMENTS


NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)


02. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(C) SUBSIDIARIES AND ASSOCIATED COMPANIES

Investments in subsidiaries and associated companies are stated in the financial statements of the Company at cost.

Provision is made where there is a decline in value that is other than temporary.

A subsidiary is a company in which the Group, directly or indirectly, holds more than half of the issued share capital,

or controls more than half of the voting power, or controls the composition of the board of directors.

An associated company is a company, not being a subsidiary, in which the Group has an interest of not less than 20%

of the equity and in whose financial and operating policy decisions the Group exercises significant influence.

(D) LONG-TERM INVESTMENTS

Investments held for long-term purposes are stated at cost. Provision for impairment for long-term investments is

made when there is a decline, other than temporary, in value of the investments.

(E) FIXED ASSETS

Fixed assets are stated at cost, net of depreciation and any impairment loss. The cost of an asset comprises its

purchase price and any directly attributable costs of bringing the asset to working condition for its intended use.

Expenditure for additions, improvements and renewals are capitalised and expenditure for maintenance and repairs

are charged to the profit and loss account. When assets are sold or retired, their cost and accumulated depreciation

are removed from the financial statements and any gain or loss resulting from their disposal is included in the profit and

loss account.

Depreciation is provided on all fixed assets at the following rates to write off the cost, less estimated residual value of

each asset on a straight-line basis over their estimated useful lives:

Plant and machinery 4 - 5 years

Motor vehicles 4 - 5 years

Computers 1 - 4 years

Office equipment 4 - 5 years

Leasehold properties and improvements Over the lease period

Furniture and fittings 4 - 10 years

Renovation 4 - 5 years

Construction-in-progress represents buildings and plants under construction and is stated at cost. This includes cost

of construction, plant and equipment and other direct costs. Construction-in-progress is not depreciated until such

time as the relevant assets are completed and put into operational use.

(F) INTANGIBLES(I) INTELLECTUAL PROPERTY RIGHTS

The initial cost of acquiring intellectual property rights is capitalised and amortised on a straight-line basis

over the period of their expected benefits, which normally does not exceed 5 years.

(II) RESEARCH AND DEVELOPMENT EXPENDITURE

Research and development costs are charged against income in the period incurred except for development

costs that are expected to have future benefits. Development costs that have been capitalised are amortised

on a straight-line basis over the period of their expected benefits, which normally does not exceed 5 years.

(III) LICENSING FEES

The initial cost of acquiring licenses is capitalised and amortised on a straight-line basis over the period of

the licensing agreement.




(G) STOCKS

Stocks are valued at the lower of cost and net realisable value. Costs include materials, all direct expenditure and all

costs in bringing the stocks to their present location and condition, determined on a first-in, first-out basis.

Net realisable value represents the estimated selling price in the ordinary course of business, less estimated costs of

completion and the estimated costs necessary to make the sale.

Provision is made for deteriorated, damaged, obsolete and slow-moving stocks.

(H) WORK-IN-PROGRESS

Work-in-progress is stated at cost plus attributable profit net of progress billings and provision for foreseeable losses.

(I) TRADE AND OTHER DEBTORS

Trade and other debtors which generally have 30 - 90 day terms, are recognised and carried at original invoice amount

less an allowance for any uncollectible amounts. An estimate for doubtful debts is made when collection of the full

amount is no longer probable. Bad debts are written off as incurred.

Receivables from related parties are recognised and carried at cost less provision for doubtful debts.

(J) CASH AND CASH EQUIVALENTS

Cash and cash equivalents are defined as cash on hand and cash with banks, including bank overdrafts, demand

deposits and short-term, highly liquid investments readily convertible to known amounts of cash and subject to

insignificant risk of changes in values.

(K) IMPAIRMENT OF ASSETS

Fixed assets, intangibles and investments are reviewed for impairment whenever events or changes in circumstances

indicate that the carrying amount of the asset may not be recoverable. Whenever the carrying amount of an asset

exceeds its recoverable amount, an impairment loss is recognised in the profit and loss account for items of fixed

assets, intangibles and investments carried at cost. The recoverable amount is the higher of an asset’s net selling price

and value in use. The net selling price is the amount obtainable from the sale of an asset in an arm’s length transaction.

Value in use is the present value of estimated future cash flows expected to arise from the continuing use of an asset

and from its disposal at the end of its useful life. Recoverable amounts are estimated for individual assets or, if it is not

possible, for the cash-generating unit.

Reversal of an impairment loss recognised in prior years is recorded when there is an indication that the impairment

loss recognised for an asset no longer exists or has decreased. The reversal is recorded in the profit and loss account

or as a revaluation increase.

(L) TRADE AND OTHER CREDITORS

Trade and other creditors which are normally settled on 30 - 90 day terms, are carried at cost which is the fair value of

the consideration to be paid in the future for goods and services received.

Payables to related parties are carried at cost.

(M) PROVISION FOR WARRANTY

Provision for warranty claims is made on the basis of estimated cost to fulfil warranty obligations. The provision represents

the best estimate of the Group’s liability to repair or replace products still under warranty at the balance sheet date.


P.18.19




(N) HIRE PURCHASE AND LEASES

Fixed assets acquired under hire purchase or finance lease are capitalised and depreciated over their estimated useful

lives. The capital elements of hire purchase or finance lease obligations are recorded as liabilities, while the interest

elements are charged to the profit and loss account over the period of the lease to produce a constant rate of charge

on the balance of capital repayments outstanding.

Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased assets are

classified as operating leases. Operating lease payments are recognised as an expense in the profit and loss account

on a straight-line basis over the lease term.

(O) BORROWINGS

Borrowings are carried at cost net of transaction costs.

(P) REVENUE RECOGNITION

When the outcome of a contract can be estimated reliably, revenue from a fixed price contract is recognised using the

percentage-of-completion method, measured by the value of work performed to date to estimated total contract value.

When the outcome of a contract cannot be estimated reliably, revenue is recognised only to the extent of contract

costs incurred that is probable to be recoverable.

Dividend income is recognised when the shareholder’s rights to receive payment is established.

Group turnover excludes intercompany transactions and turnover of associated companies.

(Q) GRANTS

These relate to grants received from the National Science and Technology Board (“NSTB”) and Economic Development

Board (“EDB”) for certain projects undertaken by the Company. Such grants received are taken to the profit and loss

account and matched against related costs incurred during the year which they are intended to compensate.

(R) EMPLOYEE BENEFITS(I) DEFINED CONTRIBUTION PLANS

As required by law, the Company makes contribution to the Central Provident Fund (CPF). CPF contributions

are recognised as compensation expense in the same period as the employment that gives rise to the

contribution.

(II) EQUITY COMPENSATION BENEFITS

Pursuant to the Hyflux Employees’ Share Option Scheme, certain directors and employees have been granted

non-transferable options to purchase the Company’s shares. There are no charges to the profit and loss

account upon the grant or exercise of options. When the options are exercised, shareholders’ equity is

increased by the amount of the proceeds received.

(S) DEFERRED TAXATION

Deferred income tax is provided, using the liability method, on all temporary differences at the balance sheet date

between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax

assets and liabilities are measured using the tax rates expected to apply to taxable income in the years in which those

temporary differences are expected to be recovered or settled based on tax rates enacted or substantively enacted at

the balance sheet date.

Deferred tax liabilities are recognised for all taxable temporary differences associated with investments in subsidiaries

and associates 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.




(S) DEFERRED TAXATION (CONTINUED)

Deferred tax assets are recognised for all deductible temporary differences and carry-forward of unused tax losses,

to the extent that it is probable that taxable profit will be available against which the deductible temporary differences

and carry-forward of unused tax losses can be utilised.

At each balance sheet date, the Group re-assesses unrecognised deferred tax assets and the carrying amount of

deferred tax assets. The Group recognises a previously unrecognised deferred tax asset to the extent that it has

become probable that future taxable profit will allow the deferred tax asset to be recovered. The Group conversely

reduces the carrying amount of a deferred tax asset to the extent that it is no longer probable that sufficient taxable

profit will be available to allow the benefit of part or all of the deferred tax asset to be utilised.

(T) FOREIGN CURRENCIES

Foreign currency transactions are translated into Singapore dollars at exchange rates closely approximating those

ruling at the transaction dates. Foreign currency monetary assets and liabilities at the balance sheet date are translated

into Singapore dollars at exchange rates approximating those ruling at that date. All resulting exchange differences are

recognised in the profit and loss account.

(U) FINANCIAL INSTRUMENTS

Financial assets and financial liabilities carried on the balance sheet include cash and cash equivalents, trade and

other accounts receivables and payable, loans and borrowings. The accounting policies on recognition and measurement

of these items are disclosed in the respective accounting policies found in this Note.

(V) SEGMENTS

For management purposes, the Group is organised into 2 major geographical segments. The divisions are the basis on

which the Group reports its primary segment information.

Segment revenue, expenses and results include transfers between geographical segments and between business

segments. Such transfers are accounted for on an arm’s length basis.

(W) CHANGES IN ACCOUNTING POLICIES

SAS 12 (2001): Income Taxes

During the financial year, the Group applied SAS 12 (2001), Income Taxes, which became effective for financial years

beginning on or after 1 April 2001.

SAS 12 (2001) requires deferred tax to be calculated using the balance sheet liability method, for all temporary differences

at the balance sheet date between the carrying amounts of assets and liabilities and the amounts used for income tax

purposes. Deferred tax assets should be recognised when it is probable that sufficient taxable profit will be available

against which the deferred tax assets can be utilised. Previously tax was deferred on account of differences only to the

extent that a tax liability was expected to materialise in the foreseeable future.

There is no significant impact on the current financial statements as a result of this change in accounting policy.

During the financial year ended 31 December 2001, the Group retroactively changed its policy from recognising dividends

proposed or declared after balance sheet date as a liability to disclosing such dividends as a subsequent event in

accordance with SAS 10, Events after the Balance Sheet Date. As a result, as at 1 January 2001, the accumulated

profits of the Company decreased by $62,665 while that of the Group’s increased by $644,362.


P.20.21



03. FIXED DEPOSITS

These fixed deposits bear interest at rates ranging from 0.4375% to 1.6600% (2001: 0.93% to 6.04%) per annum with maturities

within one year.

04. STOCKS

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

GROUP COMPANY

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

2002 2001 2002 2001

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

$’000 $’000 $’000 $’000

AT COST

Raw materials 3,562 2,587 198 113

Work-in-progress 528 36 – –

Finished goods 1,019 459 421 –

Goods-in-transit 497 – – –

5,606 3,082 619 113

Provision for stock obsolescence (204) (202) – –

5,402 2,880 619 113

Movements in provision for stock obsolescence during the

financial year:

At beginning of year 202 – – –

Arising from acquisition of subsidiaries – 191 – –

Provision for the year 13 – – –

Translation difference (11) 11 – –

At end of year 204 202 – –

Raw materials carried at net realisable value amounted to approximately $3,358,000 (2001: $2,385,000).

05. TRADE DEBTORS

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

GROUP COMPANY

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

2002 2001 2002 2001

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

$’000 $’000 $’000 $’000

Trade debtors 14,351 6,099 2,613 –

Provision for doubtful debt (1,538) (1,280) – –

12,813 4,819 2,613 –

05. TRADE DEBTORS (CONTINUED)

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

GROUP COMPANY

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

2002 2001 2002 2001

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

$’000 $’000 $’000 $’000

Movements in provision for doubtful debts during the

financial year:

At beginning of year 1,280 170 – –


Provision for the year 601 300 – –

Provision utilised (300) – – –


At end of year 1,538 1,280 – –

06. WORK-IN-PROGRESS

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

GROUP

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

2002 2001

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

$’000 $’000

Project costs and attributable profits 16,195 14,342

Less: progress billings – –

16,195 14,342

07. OTHER DEBTORS, DEPOSITS AND PREPAYMENTS

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

GROUP COMPANY

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

2002 2001 2002 2001

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

$’000 $’000 $’000 $’000

Deposits 39 145 – –

Prepayments 136 299 – 177

Sundry debtors 2,271 1,210 1,006 46

2,446 1,654 1,006 223

Provision for doubtful debts (67) (71) – –

2,379 1,583 1,006 223

Movements in provision for doubtful debts during the

financial year:

At beginning of year 71 – – –



At end of year 67 71 – –


P.22.23



08. DUE FROM SUBSIDIARIES (NON-TRADE)

These non-trade balances are unsecured, interest-free and expected to be repaid within 12 months.

09. BANK OVERDRAFTS/SHORT-TERM LOANS/LONG-TERM LOANS

(a) For the previous financial year ended 31 December 2001, the bank overdrafts were unsecured and guaranteed by joint

and several personal guarantees from certain directors. Interest was charged at the prevailing prime lending rate of

the banks.

(b) The short-term bank loans are unsecured and interest rates range from 4.8675% to 6.4170% (2001: 5.35% to 5.85%)

per annum.

(c)

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

GROUP COMPANY

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

2002 2001 2002 2001

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

$’000 $’000 $’000 $’000

Long-term bank loans

Not later than 1 year 1,623 445 1,154 –

1 year to 5 years 4,267 891 3,846 –

5,890 1,336 5,000 –

The long-term bank loans are unsecured. One of the long-term bank loans has interest charged at Swap Offer Rate plus 1.5%

per annum, which is hedged using an interest rate swap. The remaining loans have interest charged at 5.49% to 5.94%

(2001: 5.94%) per annum.

10. OTHER CREDITORS AND ACCRUALS

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

GROUP COMPANY

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

2002 2001 2002 2001

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

$’000 $’000 $’000 $’000

Other creditors 917 535 226 19

Accrued operating expenses 574 379 211 163

Advance payments from customers 107 223 – –

Deferred revenue 334 334 – –

1,932 1,471 437 182

11. PROVISION FOR WARRANTY

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

GROUP

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

2002 2001

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

$’000 $’000

At beginning of year 50 244

Write-back of provision – (194)

At end of year 50 50

12. HIRE PURCHASE CREDITORS

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

GROUP

MINIMUM PRESENT

LEASE VALUE OF

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

PAYMENTS INTEREST PAYMENTS

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

$’000 $’000 $’000

2002

1 year to 5 years 85 (12) 73

Not later than 1 year 54 (7) 47

139 (19) 120

2001

1 year to 5 years 139 (20) 119


195 (27) 168

Hire purchase terms range from 5 to 7 years. Hire purchase terms do not contain restrictions concerning dividends, additional

debt or further hire purchase. The effective interest rate is 5.19% (2001: 5.19%) per annum.


P.24.25



13. FINANCE LEASE CREDITORS

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

GROUP

MINIMUM PRESENT

LEASE VALUE OF

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

PAYMENTS INTEREST PAYMENTS

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

$’000 $’000 $’000

2002

1 year to 5 years 66 (3) 63


81 (4) 77

2001

1 year to 5 years 16 (2) 14


23 (4) 19

Lease terms are 5 years with options to purchase at the end of the lease terms. Lease terms do not contain restrictions

concerning dividends, additional debt or further leasing. The effective interest rate is 7.86% (2001: 9.05%) per annum.

14.FIXED ASSETS

LEASEHOLD

PROPERTIES

FURNITURE

PLANT AND

MOTOR

OFFICE

AND

AND

CONSTRUCTION-

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

MACHINERY

VEHICLES

COMPUTERS

EQUIPMENT

IMPROVEMENTS

FITTINGS

RENOVATION

IN-PROGRESS

TOTAL

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

$’000

$’000

$’000

$’000

$’000

$’000

$’000

$’000

$’000

GROUP

COST A

t 1.

1.20

022,

628

1,62

431

833

97,

101

283

271

1,17

913

,743

Ad

diti

ons

889

360

136

426

124

123

211,

215

3,29

4

Dis

pos

als

(4)

(18)

–(4

2)–

(9)

(17)

–(9

0)

Tran

slat

ion

diff

eren

ce(6

6)(2

7)–

(9)

–(1

2)(3

)(9

6)(2

13)

At

31.1

2.20

023,

447

1,93

945

471

47,

225

385

272

2,29

816

,734

ACCUMULATED DEPRECIATION

At

1.1.

2002

769

810

274

183

218

141

144

–2,

539

Cha

rge

for

the

year

465

333

102

9720

160

45–

1,30

3

Dis

pos

als

–(3

6)–

(31)

–(7

)(2

)–

(76

)

Tran

slat

ion

diff

eren

ce(2

3)(1

8)–

(2)

–(7

)(3

)–

(53)

At

31.1

2.20

021,

211

1,08

937

624

741

918

718

4–

3,71

3

Cha

rge

for

2001

320

259

176

5014

420

40–

1,00

9

NET BOOK VALUE

At

31.1

2.20

022,

236

850

7846

76,

806

198

882,

298

13,0

21

At

31.1

2.20

011,

859

814

4415

66,

883

142

127

1,17

911

,204


P.26.27



14. FIXED ASSETS (CONTINUED)

PLANT AND MOTOR

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

MACHINERY VEHICLES TOTAL

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

$’000 $’000 $’000

COMPANY

COST

At 1.1.2002 641 150 791

Additions 689 – 689

At 31.12.2002 1,330 150 1,480

ACCUMULATED DEPRECIATION

At 1.1.2002 110 35 145

Charge for the year 202 30 232

At 31.12.2002 312 65 377

Charge for 2001 110 30 140

NET BOOK VALUE

At 31.12.2002 1,018 85 1,103

At 31.12.2001 531 115 646

The Group had motor vehicles and office equipment under hire purchase and finance leases with net book values of approximately

$163,000 and $76,000 (2001: $292,000 and $20,000) respectively.

During the financial year, the Group acquired fixed assets with an aggregate cost of $3,294,883 (2001: $6,592,486) which $84,410

(2001: $13,602) was acquired by means of finance lease. Cash payments of $3,210,473 (2001: $6,578,884) were made to

purchase fixed assets.


P.28.29

15. SUBSIDIARIES

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

COMPANY

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

2002 2001

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

$’000 $’000

Unquoted equity shares, at cost 8,039 4,631

EFFECTIVE

COUNTRY OF EQUITY

INCORPORATION INTEREST

PRINCIPAL AND PLACE HELD BY COST OF

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

NAME OF COMPANY ACTIVITIES OF BUSINESS THE GROUP INVESTMENT

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

2002 2001 2002 2001

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

% % $’000 $’000

HELD BY THE COMPANY

Hydrochem (S) Manufacturing and Singapore 100 100 1,800 800

Pte Ltd processing of water

treatment equipment.

Provision of turnkey

engineering services

and installation of

industrial equipment.

Hydrochem Provision of Singapore 100 100 2,280 2,280

Engineering (S) consultancy and design

Pte Ltd services in the installation

of industrial equipment

and in the application of

chemicals for industrial use.

Wholesale of chemical

and fabricated parts.

Hyflux Operation of water and Singapore 100 100 * *

Engineering liquid treatment plants

Pte Ltd and sale of treated water.

Hyflux Investment holding, British 100 – * –

International selling, distribution, Virgin

Ltd (1) import and export of Islands

products and component

systems in liquid treatment.

Provision of engineering

expertise, maintenance

services and technical

know-how.



15. SUBSIDIARIES (CONTINUED)

EFFECTIVE

COUNTRY OF EQUITY

INCORPORATION INTEREST

PRINCIPAL AND PLACE HELD BY COST OF

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

NAME OF COMPANY ACTIVITIES OF BUSINESS THE GROUP INVESTMENT

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

2002 2001 2002 2001

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

% % $’000 $’000

HELD BY THE COMPANY(CONTINUED)

Hangzhou Zheda Hyflux Production People’s 55 55 3,959 1,551

Hualu Membrane of materials, Republic

Technology Co., Ltd (2) machinery and of China

equipment for

membrane

separation

8,039 4,631

HELD BY SUBSIDIARIES

Hydrochem Engineering Development, People’s 100 100 – –

(Shanghai) Co., Ltd (2) manufacture Republic

and sale of of China

manufactured

equipment and

parts for membrane

filtration technology.

Provision of technical

and consultancy

services, installation

and commissioning

of liquid separation

and treatment

systems.

Ningbo Hualu Development and People’s 75 75 – –

Membrane manufacture of Republic

Technology equipment and of China

Co., Ltd (3) parts for membrane

filtration technology

* Denotes amounts less than $1,000(1) Not required to be audited by the law of the country of incorporation.(2) Audited by Shu Lun Pan Certified Public Accountants Co., Ltd., PRC.(3) Audited by Ningbo Hai Cheng Certified Public Accountants Co., Ltd., PRC.


P.30.31

15. SUBSIDIARIES (CONTINUED)

There was no acquisition of subsidiaries during the financial year.

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

GROUP

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

2002 2001

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

$’000 $’000

Stocks – 1,167

Trade debtors – 623

Due from holding company (non-trade) – 4,215

Other debtors, deposits and prepayments – 1,060

Cash and bank balances – 930

Trade creditors – (1,014)

Other creditors and accruals – (1,286)

Short-term loan – (632)

Fixed assets, net – 685

Intangibles – 2,407

Associated company – 334

Term loan – (1,265)

Minority interests – (3,350)

Goodwill on consolidation – 341

Net assets acquired – 4,215

Less: Purchase consideration satisfied via share issue – (4,215)

Less: Cash and bank balances – (930)

Net cash inflow from acquisition of subsidiaries – (930)

16. ASSOCIATED COMPANY

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

GROUP

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

2002 2001

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

$’000 $’000

Unquoted equity shares, at cost 334 334

Share of post acquisition reserves (78) (28)

Translation difference (1) –

255 306



16. ASSOCIATED COMPANY (CONTINUED)

COUNTRY OF

INCORPORATION EFFECTIVE EQUITY

AND PLACE OF INTEREST HELD

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

NAME PRINCIPAL ACTIVITIES BUSINESS BY THE GROUP

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

2002 2001

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

% %

Xiamen Zheda Development, manufacture of People’s 30 30

Huatong equipment and parts primarily for Republic

Membrane membrane filtration technology, of China

Technology sale of manufactured equipment

Co., Ltd and ancillary parts, provision of

installation and commissioning of

relevant projects and provision of

technical services and consultation

17. LONG-TERM INVESTMENT

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

GROUP

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

2002 2001

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

$’000 $’000

Unquoted equity shares, at cost 1,735 –

18. INTANGIBLES

INTELLECTUAL

GOODWILL ON PROPERTY DEVELOPMENT LICENSING

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

GROUP CONSOLIDATION RIGHTS COSTS FEES TOTAL

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

$’000 $’000 $’000 $’000 $’000

COST

At beginning of year 1,158 2,407 499 – 4,064

Adjustment (185) – – – (185)

Additions – – 657 559 1,216

At end of year 973 2,407 1,156 559 5,095

ACCUMULATED AMORTISATION

At beginning of year 297 161 50 – 508

Amortisation for the year 195 459 158 186 998

Translation difference – 83 – – 83

At end of year 492 703 208 186 1,589


P.32.33

18. INTANGIBLES (CONTINUED)

INTELLECTUAL

GOODWILL ON PROPERTY DEVELOPMENT LICENSING

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

GROUP CONSOLIDATION RIGHTS COSTS FEES TOTAL

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

$’000 $’000 $’000 $’000 $’000

NET BOOK VALUE

At 31.12.2002 481 1,704 948 373 3,506

At 31.12.2001 861 2,246 449 – 3,556

19. SHARE CAPITAL

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

GROUP AND COMPANY

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

2002 2001

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

$’000 $’000

Authorised:

– 1,000,000,000 ordinary shares of $0.05 each 50,000 50,000

Issued and fully paid

At beginning of year

– 178,172,394 (2001: 144,687,992) ordinary shares of $0.05 each 8,909 7,234

Issued during the year


At end of year


During the financial year, the Company increased its issued and paid up capital as follows:

(i) Issue of 10,000,000 new ordinary shares of $0.05 each at $1.235 per share to BNP Paribas Peregrine as private placement

agent for cash;

(ii) Bonus issue of 1 ordinary share for every 4 existing ordinary shares of $0.05 each; and

(iii) Issue of 983,000 ordinary shares of $0.05 each at $0.504 per share for cash pursuant to the Hyflux Employees’ Share

Option Scheme.

All new shares issued rank pari passu in all respects with the existing ordinary shares of the Company.

The Hyflux Employees’ Share Option Scheme (“the Scheme”) was approved by the members of the Company at an Extraordinary

General Meeting held on 27 September 2001. The Scheme provides an opportunity for employees of the Company and its

subsidiaries, other than substantial shareholders of the Company, to participate in the equity of the Company.

The Scheme is administered by a committee comprising directors, namely Ms Olivia Lum Ooi Lin and Mr Gay Chee Cheong

who are not participants of the Scheme. It shall continue to be in force at the discretion of the Committee for a period of

10 years from 27 September 2001. However, the period may be extended with the approval of members at a general meeting

of the Company and of any relevant authorities which may then be required.



19. SHARE CAPITAL (CONTINUED)

At

the

end

of

the

finan

cial

yea

r, d

etai

ls o

f th

e op

tions

gra

nted

und

er t

he S

chem

e on

the

uni

ssue

d o

rdin

ary

shar

es o

f $0

.05

each

of

the

Com

pan

y w

ere

as f

ollo

ws:

NO. OF

DATE OF

BALANCE

BALANCE

HOLDERS

EXERCISE

GRANT OF

AS AT

OPTIONS

BONUS

OPTIONS

OPTIONS

AS AT

AS AT

PRICE

EXERCISABLE

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

OPTIONS

1.1.2002

GRANTED

OPTIONS*

LAPSED

EXERCISED

31.12.2002

31.12.2002

$PERIOD

15.1

0.20

017,

050,

000

–1,

762,

500

(1,1

61,0

00)

(983

,000

)6,

668,

500

760.

504

15.1

0.20

02 -

27.

09.2

011

11.0

1.20

02–

45,0

0011

,250

––

56,2

501

0.77

311

.01.

2003

- 2

7.09

.201

1

25.0

1.20

02–

200,

000

6,50

0–

–32

,500

10.

773

25.0

1.20

03 -

27.

09.2

011

25.0

3.20

02–

26,0

0050

,000

––

250,

000

11.

032

25.0

3.20

03 -

27.

09.2

011

28.0

3.20

02–

165,

000

41,2

50(2

5,00

0)–

181,

250

41.

019

28.0

3.20

03 -

27.

09.2

011

8.04

.200

2–

20,0

005,

000

––

25,0

001

1.01

38.

04.2

003

- 27

.09.

2011

3.05

.200

2–

200,

000

50,0

00–

–25

0,00

01

1.03

23.

05.2

003

- 27

.09.

2011

8.07

.200

2–

800,

000

––

–80

0,00

03

1.06

28.

07.2

003

- 27

.09.

2011

1.08

.200

2–

625,

000

––

–62

5,00

01

1.10

41.

08.2

003

- 27

.09.

2011

16.0

9.20

02–

655,

000

––

–65

5,00

07

0.91

316

.09.

2003

- 2

7.09

.201

1

7,05

0,00

02,

736,

000

1,92

6,50

0(1

,186

,000

)(9

83,0

00)

9,54

3,50

096

*Th

ese

add

ition

al o

ptio

ns a

rose

due

to

the

bon

us is

sue

of s

hare

s on

17

June

200

2.


P.34.35

20. SHARE PREMIUM

The share premium account may be applied only for the purposes specified in the Companies Act. The balance is not available for

distribution of dividends except in the form of shares.

21. REVENUE RESERVE

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

GROUP

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

2002 2001

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

$’000 $’000

Retained by:

– the Company 13,859 324

– subsidiaries 6,594 9,652

– associated company (78) (28)

20,375 9,948

22. TURNOVER

Turnover represents contract revenue recognised using the percentage-of-completion method, dividend income from unquoted

subsidiaries and sale of membranes. Intra-group transactions have been excluded from Group turnover.

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

GROUP COMPANY

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

2002 2001 2002 2001

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

$’000 $’000 $’000 $’000

Contract revenue 45,267 27,235 6,631 –

Sale of membranes – – 1,263 1,394

Dividend income from unquoted subsidiaries – – 10,741 936

45,267 27,235 18,635 2,330

23. OTHER OPERATING INCOME

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

GROUP COMPANY

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

2002 2001 2002 2001

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

$’000 $’000 $’000 $’000

Service fee income from an investee company 1,329 – 1,329 –

Sundry income 212 212 176 5

1,541 212 1,505 5

24. PERSONNEL EXPENSES

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

GROUP COMPANY

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

2002 2001 2002 2001

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

$’000 $’000 $’000 $’000

Wages, salaries and bonuses 5,536 3,853 429 125

Pension contributions 403 426 5 10

Other personnel expenses 951 519 22 23

6,890 4,798 456 158

Wages and salaries included in research and

development costs (Note 25) 16 326 – –

6,906 5,124 456 158

25. RESEARCH AND DEVELOPMENT COSTS

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

GROUP

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

2002 2001

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

$’000 $’000

Material costs 60 321

Wages and salaries 16 326

76 647

Grants received (76) (349)

– 298

NOTES TO THE FINANCIAL STATEMENTS


26. PROFIT FROM OPERATIONS

This is determined after charging (crediting) the following:

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

GROUP COMPANY

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

2002 2001 2002 2001

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

$’000 $’000 $’000 $’000

Amortisation of intangibles 998 385 – –

Auditors’ remuneration

– auditors of the Company 67 67 29 29

– other auditors 11 6 – –

Bad trade debts written off 850 – – –

Non-audit fees

– auditors of the Company 18 17 – –

– other auditors – 2 – –

Directors’ fees 180 132 180 132

Directors’ remuneration 613 609 – –

Foreign exchange loss (gain), net 406 (169) – –

(Gain) loss on disposal of fixed assets (1) 10 – –

Operating lease expenses 189 103 – –

Preliminary expenses written off – 68 – –

Provision for doubtful trade debts 601 300 – –

Provision for stock obsolescence 13 – – –

Professional fees paid to a firm of which a director is a member 5 – – –

Write-back of provision for warranty – (194) – –

Depreciation of fixed assets 1,303 1,009 232 140

27. DIRECTORS’ REMUNERATION

Number of directors of the Company in remuneration bands.

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

2002 2001

$500,000 and above – –

$250,000 to $499,000 1 1

Below $250,000 5 5

6 6


P.36.37



28. FINANCIAL EXPENSES

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

GROUP COMPANY

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

2002 2001 2002 2001

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

$’000 $’000 $’000 $’000

Interest expense

– bank overdrafts 4 – 1 –

– finance lease 1 2 – –

– hire purchase 8 12 – 2

– bills payable – 4 – –

– term loan 340 46 225 –

353 64 226 2

29. FINANCIAL INCOME

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

GROUP COMPANY

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

2002 2001 2002 2001

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

$’000 $’000 $’000 $’000

Interest income

– bank deposits 7 8 – –

– fixed deposits 76 81 16 41

– commercial papers – 87 – 87

83 176 16 128

30. TAXATION/DEFERRED TAX LIABILITIES

Major components of income tax expense for the year ended 31 December were:

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

GROUP COMPANY

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

2002 2001 2002 2001

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

$’000 $’000 $’000 $’000

Current tax

– current year – 2,058 2,364 229

– over provision in respect of prior year (56) (33) – –

Deferred tax

– current year – 72 – –

(56) 2,097 2,364 229


P.38.39

30. TAXATION/DEFERRED TAX LIABILITIES (CONTINUED)

The reconciliation of the tax expense and the product of accounting profit multiplied by the applicable tax rate is as follows:

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

GROUP COMPANY

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

2002 2001 2002 2001

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

$’000 $’000 $’000 $’000

Accounting profit 11,803 9,447 17,733 1,259

Tax at the applicable rate of 22% (2001: 24.5%) 2,597 2,314 3,901 308

Tax effect of:

– expenses not deductible for tax purposes 123 170 – –

– application of group relief – – (289) –

– income not subject to tax (2,972) (358) (1,248) (79)

– deferred tax assets not recognised 252 4 – –

– overprovision in respect of prior year (56) (33) – –

Tax (credit)/expense (56) 2,097 2,364 229

GROUP

In accordance with the “Income Tax Law of the People’s Republic of China for Enterprises with Foreign Investment and Foreign

Enterprises”, the subsidiary, Hydrochem Engineering (Shanghai) Co., Ltd, is entitled to full exemption from Enterprise Income

Tax (“EIT”) for the first two years and a 50% reduction in EIT for the next three years, commencing from the first profitable year

after offsetting all tax losses carried forward from the previous five years. The subsidiary is in its second profitable year after

offsetting all accumulated losses. Accordingly, no EIT is payable.

In accordance with the tax laws of the British Virgin Islands (“BVI”), the subsidiary, Hyflux International Ltd, is exempt from all

income taxes in the BVI.

COMPANY

The Company has been granted Pioneer Status in respect of production and sale of membranes. Accordingly, the Company

will enjoy for a period of 7 years, commencing from 1 September 2001, tax exemption on income arising from sale of membranes

subject to the terms and conditions of the Pioneer Status.

Deferred taxation as at 31 December relate to the following:

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

GROUP COMPANY

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

2002 2001 2002 2001

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

$’000 $’000 $’000 $’000

Deferred tax liabilities

– excess of net book value over tax written down

value of fixed assets 489 489 – –



31. EARNINGS PER SHARE

Earnings per share is calculated by dividing the Group’s profit after taxation and minority interests by the weighted average

number of shares in issue during the financial year of 230,241,909 (2001: 217,412,743) shares.

For fully diluted earnings per share, the weighted average number of shares in issue is adjusted for the effect of all dilutive

potential ordinary shares. Earnings per share is calculated by dividing the Group’s profit after taxation and minority interests by

234,127,416 (2001: 217,412,743) shares, being the weighted average number of shares adjusted for dilution in respect of

unissued shares of the Company pursuant to the Hyflux Employees’ Share Option Scheme.

32. DIVIDEND

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

GROUP AND COMPANY

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

2002 2001

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

$’000 $’000

Interim (2001: final) dividend of 1 cent (2001: 0.503 cent)

per share, less tax at 22% (2001: 24.5%) 1,834 645

The directors propose a final dividend of 0.5 cent per share, less tax at 22%, amounting to $921,174, in respect of the financial year

ended 31 December 2002, subject to approval by shareholders at the Annual General Meeting of the Company. The proposed final

dividend has not been recognised as a liability as at year end in accordance with SAS 10, Events after the Balance Sheet Date.

33. COMMITMENTS AND CONTINGENCIES

(I) NON-CANCELLABLE OPERATING LEASE COMMITMENTS

The Group has various operating lease agreements for offices and rental of land. Most leases contain renewable

options. Some of the leases contain escalation clauses. Lease terms do not contain restrictions on the Group’s activities

concerning dividends, additional debt or further leasing.

Future minimum rentals under non-cancellable leases are as follows as at 31 December:

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

GROUP

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

2002 2001

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

$’000 $’000

Within one year 192 200

After one year but not more than five years 714 714

More than five years 6,885 7,183

7,791 8,097

(II) CAPITAL COMMITMENTS

The Group is committed to increase the registered/paid-in capital of a subsidiary and a long-term investment by

US$160,000 and US$700,000, respectively.

34. SUBSEQUENT EVENTS

Subsequent to the financial year end,

(I) PRIVATE PLACEMENT TO SELETAR INVESTMENTS PRIVATE LIMITED

On 9 January 2003, 11,811,000 new ordinary shares of $0.05 each were issued at $1.00 per share for cash pursuant

to a private placement to Seletar Investments Private Limited, a wholly-owned subsidiary of Temasek Holdings

(Private) Limited.

(II) AWARD OF DESALINATION PLANT PROJECT BY PUBLIC UTILITIES BOARD OF SINGAPORE (“PUB”)

PUB announced the award of the tender for the supply of 136,000 cubic metres of desalinated water a day through a

build-own-operate project to Singspring Pte Ltd, a subsidiary of the Company.

(III) STRATEGIC ALLIANCE AGREEMENT WITH AIR 2 WATER INC.

The Company signed a Strategic Alliance Agreement to take an initial 2% equity stake for US$1,000,000 and up to

a 10% equity stake in Air 2 Water Inc (“A2W”) of California, USA. A2W will own 100% of Worldwide Water Inc. (“WWI”),

the owner of various patents, granted and pending, in USA and in several other countries in Europe and in Asia.

These patents cover claims for a technology that is able to produce potable water from ambient atmospheric

water vapour.

The Company will be forming two joint venture companies (“JV”) with A2W in Singapore to commercialise the Product.

The JVs will have exclusive manufacturing and marketing rights covering almost all of Asia, including ASEAN, the

People’s Republic of China, the Indian subcontinent and Australia. The Company is committed to invest US$3,750,000

in total for a 75% equity stake in each of the two JVs.

35. RELATED PARTY INFORMATION

In addition to the related party information disclosed elsewhere in the financial statements, significant transactions with related

parties, on terms agreed between the parties, are as follows:

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

GROUP

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

2002 2001

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

$’000 $’000

INCOME

Service fee income from an investee company 1,329 –

Contract revenue from an investee company 5,146 –

Contract revenue from affiliated companies – 3,337


P.40.41



36. FINANCIAL INSTRUMENTS

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The main risks arising from the Group’s financial instruments are interest rate, liquidity, foreign exchange and credit risks.

The management reviews, manages and monitors each of these risks and will recommend necessary actions to the Board

as appropriate.

INTEREST RATE RISK

The Group obtains additional financing through bank borrowings and leasing arrangements. The Group’s policy is to obtain

the most favourable interest rates available without increasing its foreign currency exposure.

Surplus funds are placed with reputable banks.

Information relating to the Group’s interest rate exposure is also disclosed in the notes on the Group’s borrowings, including

leasing obligations.

LIQUIDITY RISK

The Group’s main exposure to liquidity risk is in respect of funding of its project costs and other operating expense.

The Group monitors and maintains cash and cash equivalents deemed adequate by the management to finance the Group’s

operations. Short-term credit facilities are available for contingency purposes.

FOREIGN EXCHANGE RISK

The Group’s income is mainly in Singapore Dollar (S$), United States Dollar (US$) and China Renminbi (RMB). Any significant

fluctuation in US$ and RMB against the Group’s base currency, S$, will result in fluctuation in the Group’s income.

Currently, the Group does not have a foreign currency hedging policy. However, the management monitors foreign exchange

exposure and will consider hedging material foreign exposure should the need arise. It is the Group’s policy not to trade in

derivative contracts.

CREDIT RISK

For project contracts, management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis.

The carrying amount of cash and cash equivalents, trade debtors, other debtors and intercompany balances represent the

Group’s maximum exposure to credit risk in relation to financial assets. No other financial asset carries a significant exposure

to credit risk.

Geographical concentrations of the Group’s significant financial assets as at 31 December 2002 are as follows:

PEOPLE’S

REPUBLIC

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

SINGAPORE OF CHINA OTHERS GROUP

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

$’000 $’000 $’000 $’000

Trade debtors 6,559 6,233 21 12,813

Fixed deposits 13,338 – – 13,338

Cash and bank balances 929 2,839 2 3,770

Sundry debtors 1,095 1,284 – 2,379

36. FINANCIAL INSTRUMENTS (CONTINUED)

FAIR VALUES

The following methods and assumptions are used to estimate the fair value of each class of financial instrument for which it is

practicable to estimate fair value.

Cash and cash equivalents

The carrying amounts approximate fair values due to their nature and liquidity.

Long-term investments

It is not practicable to determining the fair values of unquoted investments because of the lack of quoted market prices and

the assumptions used in valuation models to value these investments cannot be reasonably determined.

Trade debtors, other debtors and deposits and trade creditors and intercompany balances

The carrying amounts approximate fair values because these assets and liabilities are of short-term maturity.

Short-term loans and bank overdrafts

The carrying amounts approximate fair values as they are short term in nature.

Long-term loans

The carrying amounts approximate fair values as these instruments bear interest at variable rates.

Hire purchase creditors

The fair value is determined by discounting the relevant cash flow using current interest rates for similar instruments at balance

sheet date.

Off-balance sheet financial instruments

The fair value of interest rate swaps are calculated based on the present value of the estimated future cash flows.

As at 31 December, the fair values of financial assets and financial liabilities which do not approximate the carrying amounts in

the balance sheet are presented in the following table:

2002 2001

UNDERLYING CARRYING ESTIMATED CARRYING ESTIMATED

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

NOTE PRINCIPAL AMOUNT FAIR VALUE AMOUNT FAIR VALUE

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

$’000 $’000 $’000 $’000 $’000

Hire purchase creditors 12 – 120 128 168 176

Finance lease creditors 13 – 77 67 19 20

Interest rate swap 5,000 – (27) – –

37. SEGMENT INFORMATION

GEOGRAPHICAL SEGMENTS

The Group is organised into 2 main geographical segments, based on the location of the customers, namely:

– Singapore

– People’s Republic of China

Others include revenue from projects in Malaysia and other countries and dividend income.

Inter-segment pricing is on an arm’s length basis.


P.42.43



37. SEGMENT INFORMATION (CONTINUED)

GEOGRAPHICAL SEGMENTS (CONTINUED)

The financial effect of the change in accounting policy disclosed in Note 2 is reflected in the Others segment for the financial

year ended 31 December 2001.

PEOPLE’S

REPUBLIC

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

2002 SINGAPORE OF CHINA OTHERS ELIMINATIONS GROUP

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

$’000 $’000 $’000 $’000 $’000

TURNOVER

External sales 23,902 19,820 1,545 – 45,267

Inter-segment sales 1,485 323 – (1,808) –

Dividend income – – 10,741 (10,741) –

Total turnover 25,387 20,143 12,286 (12,549) 45,267

SEGMENT RESULTS 4,991 7,048 84 12,123

Financial expenses (353)

Financial income 83

Share of results of

associated company (50)

Taxation 56

Profit after taxation 11,859

OTHER INFORMATION

Assets 44,272 27,406 – – 71,678

Unallocated assets 736

Total assets 72,414

Liabilities 10,034 4,761 – – 14,795

Unallocated liabilities 1,210

Total liabilities 16,005

Capital expenditure 3,333 1,697 – – 5,030

Depreciation 1,036 267 – – 1,303

Amortisation of intangibles 344 459 – 195 998

Other non-cash expenses 1,367 97 – – 1,464

37. SEGMENT INFORMATION (CONTINUED)

GEOGRAPHICAL SEGMENTS (CONTINUED)

PEOPLE’S

REPUBLIC

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

2001 SINGAPORE OF CHINA OTHERS ELIMINATIONS GROUP

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

$’000 $’000 $’000 $’000 $’000

TURNOVER

External sales 11,219 12,364 3,652 – 27,235Inter-segment sales 1,399 308 – (1,707) –Dividend income – – 936 (936) –

Total turnover 12,618 12,672 4,588 (2,643) 27,235

SEGMENT RESULTS 3,486 4,742 1,135 9,363

Financial expenses (64)Financial income 176Share of results of associated company (28)Taxation (2,097)

Profit after taxation 7,350

OTHER INFORMATION

Assets 19,601 16,001 6,478 – 42,080Unallocated assets 1,166

Total assets 43,246

Liabilities 2,229 2,375 834 – 5,438Unallocated liabilities 3,092

Total liabilities 8,530

Capital expenditure 4,447 1,504 641 – 6,592Depreciation 709 161 139 – 1,009Amortisation of intangibles 50 160 – 175 385Other non-cash expenses 268 (162) – – 106

BUSINESS SEGMENTS

Turnover is reported according to business segments as follows:

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

TURNOVER

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

2002 2001

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

$’000 $’000

Industrial 23,455 22,404Municipal 21,812 4,831

45,267 27,235

Segmentation by assets and capital expenditure is not meaningful as the assets are applied interchangeably amongst thebusiness segments.

38. COMPARATIVE FIGURES

Comparative figures were audited by a firm of certified public accountants other than Ernst and Young.


P.44.45

APPROXIMATE

TOTAL GROUP’S

SITE AREA EXISTING LETTABLE EFFECTIVE

DESCRIPTION LOCATION (SQ M) USE AREA (SQ M) INTEREST (%) TENURE

Office and 5, Changi South 10,472 Office and 5,630 100 60 yearsFactory Street 1, Factory commencing

Singapore from486764 1 March 1997

Office 40, Changi South 2,426 Office 1,328 100 60 yearsStreet 1, commencingSingapore from486764 1 Dec 1996

Factory No.99 JuLi Road 5,633 Office and 3,241 100 50 YearsBuilding Zhangjiang Factory commencing

High Tech, fromPudong 26 April 2001Shanghai,China 01204

Apartment Jinqiao Garden 32 Staff quarters 59 100 70 yearsService commencingApartment, fromBlock A, Floor 9, 15 Feb 1994Unit 2,Shanghai, China

SUPPLEMENTARY INFORMATION- SGX-ST LISTING MANUAL REQUIREMENTS

INTERESTED PERSON TRANSACTIONS

There were no interested person transactions during the financial year.

MATERIAL CONTRACTS

There were no material contracts of the Company or its subsidiaries involving the interests of the Chief Executive Officer (as defined in

the SGX-ST Listing Manual), each director or controlling shareholder, either still subsisting at the end of the financial year or if not then

subsisting, entered into since the end of the previous financial year.

SUMMARY OF MAJOR PROPERTIES

SUPPLEMENTARY INFORMATION- SGX-ST LISTING MANUAL REQUIREMENTS (CONTINUED)

CORPORATE GOVERNANCE STATEMENT


P.46.47

The Company is committed to maintaining a high standard of corporate governance to ensure better protection of shareholder’s

interest and value. As part of this commitment, the Group subscribes to the Code of Corporate Governance issued by the Corporate

Governance Committee in March 2001. This statement outlines the main corporate governance practices of the Company with specific

reference to the Code of Corporate Governance (the “Code”).

BOARD OF DIRECTORS (PRINCIPLES 1, 2, 3 AND 4)

ROLE OF THE BOARD

The primary role of the board of directors of the Company (the “Board”) is to protect and enhance long-term shareholders’ value. It is

responsible for setting the strategic direction of the Group. It also supervises the management of the Group (the “Management”),

including establishing goals for Management and monitoring the achievement of these goals. Other matters within the purview of the

Board include the appointment of directors, review of the Group’s financial performance and major funding or investment proposals

and other material transactions.

The Board holds regular meetings each year and has held two meetings during the financial year. The Board may convene additional

meetings to address any specific significant matters that may arise from time to time.

The Directors’ attendance at the Board and Committee Meetings for the financial year ended 31 December 2002 is as follows:

TRAINING FOR DIRECTORS

The Board has in place programmes for each newly appointed director to receive appropriate training, including an orientation programme

to familiarize him with the Group’s structure and its business. In addition, the Executive Directors have regularly participated in seminars

and/or conferences to keep abreast of the latest developments which are relevant to the Group.

BOARD COMPOSITION AND BALANCE

The directors of the Company in office as at the date of this report are set out in the Directors’ Report. The Nominating Committee has

reviewed the size and composition of the Board. It is satisfied that the current Board size is appropriate and effective, and that the

Board comprises professionals who are suitably qualified to meet the Company’s objectives. The Board comprises 6 members who

have business or management experience or professionals with a financial or legal background

NOMINATING REMUNERATION

BOARD OF DIRECTORS AUDIT COMMITTEE COMMITTEE# COMMITTEE*

NAME NO. OF NO. OF NO. OF NO. OF NO. OF NO. OF NO. OF NO. OF

MEETINGS MEETINGS MEETINGS MEETINGS MEETINGS MEETINGS MEETINGS MEETINGS

HELD ATTENDED HELD ATTENDED HELD ATTENDED HELD ATTENDED

Olivia Lum Ooi Lin 2 2 2 2 1 1 1 1

Foo Hee Kiang 2 2 NA NA NA NA NA NA

Deirdre Murugasu 2 2 NA NA NA NA NA NA

Gay Chee Cheong 2 2 2 2 1 1 1 1

Teo Kiang Kok 2 2 2 2 1 1 1 1

Lee Joo Hai 2 2 2 2 1 1 1 1

# Nominating Committee was formed on 3 September 2002

* Remuneration Committee was formed on 3 September 2002


CORPORATE GOVERNANCE STATEMENT (CONTINUED)

BOARD OF DIRECTORS (PRINCIPLES 1, 2, 3 AND 4) (CONTINUED)

THE BOARD

OLIVIA LUM OOI LIN

Ms Lum is the founder of the Group and was appointed as the Managing Director on 31 March 2000. She is overall responsible for the

Group’s business operations.

She is also an Independent Director of Yeo Hiap Seng Ltd. Ms Lum holds a Bachelor of Science (Hons) degree from the National

University of Singapore.

DEIRDRE MURUGASU

Dr Murugasu was appointed as an Executive Director on 31 March 2000. She is primarily responsible for the development, application

and marketing of new products and services of the Group to relevant market sectors. Dr Murugasu holds a Masters of Medicine

(Family Medicine) from the National University of Singapore. Prior to her appointment as an Executive Director, she was a Registrar

with the Ministry of Health. She was last re-elected to the Board on 25 May 2001.

FOO HEE KIANG

Mr Foo was appointed as an Executive Director on 8 September 2000. He is primarily responsible for the marketing and sales of the

products and services of the Group. Mr Foo holds a Bachelor of Engineering degree from the National University of Singapore. He was

last re-elected on 17 May 2002.

GAY CHEE CHEONG

Mr Gay was appointed as a Non-Executive Non-Independent Director on 3 August 2001. He is also a member of the Audit, Remuneration

and Nominating Committees. Mr Gay holds Bachelor of Science (Hons) in Engineering from the Royal Military College of Shrivenham,

UK and an Economics degree from the University of London, as well as a Masters of Business Administration from the National

University of Singapore.

He serves on the board of a number of other companies, including Pentex-Schweizer Circuits Ltd, Avaplas Ltd and Raffles Lasalle Ltd.

Mr Gay’s last re-election was on 17 May 2002.

LEE JOO HAI

Mr Lee was appointed as a Non-Executive Independent Director on 19 December 2000. He is also the Chairman of the Audit Committee

and members of the Remuneration and Nominating Committee. He is a Certified Public Accountant of Singapore and is a member of

the Institute of Chartered Accountants in England and Wales. Mr Lee is currently a partner in a public accounting firm in Singapore.

He serves on the board of a number of other companies, including IPC Corporation Ltd and Unisteel Technology Limited.

Mr Lee’s last re-election was on 17 May 2002.

TEO KIANG KOK

Mr Teo was appointed as a Non-Executive Independent Director on 19 December 2000. He is also the Chairman of the Remuneration

and Nominating Committee and a member of the Audit Committee. Mr Teo is a senior partner of Shook Lin & Bok, a firm of advocates

and solicitors. He holds a LLB (Hons) Barrister-at-Law (Lincolns Inn) from the Singapore University and is an Advocate and Solicitor

under the Legal Profession Act of Singapore.

He serves on the board of a number of other companies, including Giant Wireless Technology Limited, Jadason Enterprises Ltd,

SM Summit Holdings Limited, Tat Seng Packaging Group Ltd and Unisteel Technology Ltd.

Mr Teo’s last re-election was on 25 May 2001.


P.48.49


CHAIRMAN

The Company currently does not have a Chairman to preside over the Board. The Board is of the opinion that the process of decision-

making by the Board has been independent and had been based on collective decisions without any individual exercising any

considerable concentration of power or influence.

INDEPENDENT AND NON-EXECUTIVE MEMBERS OF THE BOARD OF DIRECTORS

The Board has 2 Non-Executive Independent members, representing one-third of the Board. They are Mr Teo Kiang Kok and

Mr Lee Joo Hai. The Board has one Non-Executive Non-Independent Director, namely, Mr Gay Chee Cheong. The Board considers an

‘independent’ director as one who has no relationship with the Company, its related Companies or its officers that could interfere or be

reasonably perceived to interfere, with the exercise of the director’s independent business judgement.

Independent and Non-Executive members of the Board exercise no management function in the Company or any of its subsidiaries.

Although all the directors have equal responsibilities for the performance of the Group, the role of Non-Executive Directors is primarily

to ensure that the strategies proposed by the executive management are fully discussed, vigorously examined, taking into consideration

the long-term interest of the shareholders, employees, customers, suppliers and the communities in which the Group conducts

its business.

COMMITTEES

To assist in the execution of its responsibilities, the Board has established the following specialised committees:

- the Audit Committee

- the Remuneration Committee

- the Nominating Committee

Each of the above Committees has its respective written terms of reference and operating procedures, which will be reviewed on a

regular basis.

AUDIT COMMITTEE (PRINCIPLE 11)

The Audit Committee comprises the following members:

Lee Joo Hai (Chairman) appointed on 17 January 2001

Teo Kiang Kok appointed on 17 January 2001

Olivia Lum Ooi Lin appointed on 17 January 2001

Gay Chee Cheong appointed on 23 August 2001

with legal, accounting, financial management expertise or experience and is chaired by a Non-Executive Independent Director.

The primary functions of the Audit Committee are as follows:

a) review with the external auditors the scope and results of the audit, system of internal controls, their management letter and

management’s response;

b) review the half-year and annual results before submission to the Board for approval including financial processes, risk management,

audit processes and compliance with the accounting standards and other regulatory requirements;

c) review the internal control and procedures and risk management;

d) review and discuss with the external auditors any suspected fraud or irregularity;

e) review the interested person transactions in accordance with the Listing Rules of the Singapore Exchange Securities Trading

Limited (“SGX-ST”);

f) review all non-audit services provided by the external auditors so as to ensure that any provision of such services would not affect

the independence of external auditors;

g) consider and recommend the appointment or re-appointment of the external auditors;




h) undertake such other reviews and projects as may be requested by the Board;

i) review the scope and results of the audit and its cost effectiveness and the independence and objectivity of the external

auditors annually;

j) to investigate any matter within its terms of reference, having full access to and co-operation by Management and full discretion to

invite any director or executive officer to attend its meetings, and reasonable resources to enable it to discharge its functions

properly;

k) generally undertake such other functions and duties as may be required by statute or the Listing Rule.

A majority of the current members are Non-Executive Directors. The Managing Director, Ms Olivia Lum Ooi Lin, has remained in the

Committee as the Committee is of the opinion that she plays an important role in contributing in-depth information on the business

aspects of the Group, as well as knowledge and understanding of the industry. The Committee has established a set of guidelines

such that any decision made by the Audit Committee requires the votes of all the Non-Executive Independent Directors.

The Committee held two meetings during the year. Amongst other things, it reviewed and recommended to the Board the release of

year-end and half-yearly financial statements, and considered and reviewed the Audit Plan for 2002.

The Audit Committee had reviewed the non-audit services provided by the external auditors which comprised tax services and is

satisfied that the provision of such services did not affect their independence. Save for fees paid for tax services rendered, no other

non-audit fees were paid.

The Audit Committee has full access to the external auditors and will hold meetings with them at least once a year without the

presence of Management. The Audit Committee has authority to access all personnel, records and other information to enable it to

properly discharge its function.

REMUNERATION COMMITTEE (PRINCIPLES 7 AND 8)

The Remuneration Committee was established on 3 September 2002 and comprises the following members:

Teo Kiang Kok (Chairman)

Lee Joo Hai

Gay Chee Cheong

Olivia Lum Ooi Lin

The Remuneration Committee is governed by written terms of reference and is chaired by a Non-Executive Independent Director.

A majority of the current members are Non-Executive Directors. Ms Lum plays an important role in appraising the performance of the

top executives and senior management and is therefore, a Committee member.

The Remuneration Committee undertakes the following responsibilities:

a) review the remuneration packages and procedures for fixing the remuneration packages of individual directors and key executive

personnel;

b) review the remuneration packages of employees who are related to the director or substantial shareholder.

Each member of the Remuneration Committee is not allowed to set his or her own remuneration.

The Non-Executive Directors are paid fees annually, taking into consideration individual contribution, attendance at various meetings

and responsibilities held at the Committee level. Such remuneration is subject to the approval of shareholders at the annual general

meeting every year.


P.50.51


The Committee has full authority to engage any external professional advice on matters relating to remuneration as and when the

need arises.

The Company has existing service agreements entered into with the Executive Directors, namely, Ms Olivia Lum Ooi Lin,

Dr Deirdre Murugasu and Mr Foo Hee Kiang, which are renewable every three years. Each service agreement includes an incentive

component that is linked to the profits of the Group. The profit sharing scheme has been terminated by mutual agreement with effect

from 1 January 2002.

The Committee and the Board are of the view that the remuneration of the Directors is adequate and not excessive.

NOMINATING COMMITTEE (PRINCIPLES 4 AND 5)

The Nominating Committee was established on 3 September 2002 and comprises two Non-Executive Independent Directors, one of

whom is appointed as Chairman, one Non-Executive Director and one Executive Director:

Teo Kiang Kok (Chairman)

Lee Joo Hai

Gay Chee Cheong

Olivia Lum Ooi Lin

A majority of the current members are Non-Executive Directors. The Committee is of the opinion that Ms Lum’s business and technical

knowledge in this industry will assist the Committee in assessing the re-appointment of Directors, as well as in identifying suitable

candidates for appointment as members of the Board.

The role of the Nominating Committee is to:

(a) make recommendations to the Board on the appointment of members to the Board and the Board Committees, including

recommending the appointment of Chairman of the Board as and when the need arises, having regard to the size and composition

of the Board;

(b) assess the effectiveness of the Board as a whole and the contribution by each individual Director to the effectiveness of the

Board, particularly where a Director serves on multiple Boards;

(c) assess the contribution by each Director in the Board Committees where the Director is a member; and

(d) determine the independence of each director on annual basis.

The Nominating Committee will also review and recommend to the Board on the appointment of key executives, including the Managing

Director.

The Company’s Articles of Association provide that one-third of the Board is to retire annually, by rotation at the Company’s annual

general meeting, with each director retiring at least once in every three years and newly appointed directors to retire at the next annual

general meeting following their appointment. The retiring directors are eligible to offer themselves for re-election. The Committee has

recommended the re-election of Dr Deirdre Murugasu and Mr Teo Kiang Kok who are retiring at this forthcoming Annual General

Meeting to be held on 22 May 2003. The Board has accepted the recommendation and the retiring directors would be offering

themselves for re-election.

ACCESS TO INFORMATION (PRINCIPLE 6)

The Company fully recognises that the continual flow of relevant information on an accurate and timely basis is critical for the Board to

be effective in the discharge of its duties.



REMUNERATION BAND NUMBER OF DIRECTORS

2002 2001

S$500,000 and above 0 0

S$250,000 to below S$500,000 1 1

Below S$250,000 5 5


Accordingly, Directors receive regular and timely information from Management about the Group so that they are fully equipped for

Board meetings. Detailed Board papers are prepared for each meeting and disseminated to the members before the Board meetings.

The Board papers include sufficient information from Management on financial, business and corporate matters of the Company to

enable the Directors to be properly briefed on issues to be considered at Board meetings. The Board has separate and independent

access to the Management of the Group.

Furthermore, the Board seeks independent professionals’ advice, whenever necessary for the furtherance of their duties.

The Board has full and independent access to the Company Secretary. Apart from ensuring that the Group complies with the Companies

Act, Chapter 50 and the Listing Rules of the SGX-ST, the Company Secretary is responsible for ensuring that Board procedures are

followed. The Company Secretary is required to attend all Board meetings, including the meetings of the various committees.

REMUNERATION MATTERS

DISCLOSURE ON REMUNERATION (PRINCIPLES 8 AND 9)

The Group’s remuneration policy is to provide compensation packages at market rates which will reward successful performance and

attract, retain and motivate talent at all levels, including Managers and Directors.

Details of remuneration to the Directors are set out below:

Company’s Directors receiving remuneration from the Group for the year ended 31 December 2002 and 2001:


P.52.53

REMUNERATION MATTERS (CONTINUED)

Summary compensation table for the year ended 31 December 2002 (Group):

ALLOWANCES

AND OTHER

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

SALARY BONUS FEES BENEFITS TOTAL

BETWEEN S$250,000 TO S$500,000

Olivia Lum Ooi Lin 74% 6% 7% 13% 100%

BELOW S$250,000

Deirdre Murugasu 70% 6% 10% 13% 100%

Foo Hee Kiang 67% 6% 13% 14% 100%

Gay Chee Cheong 0% 0% 100% 0% 100%

Lee Joo Hai 0% 0% 100% 0% 100%

Teo Kiang Kok 0% 0% 100% 0% 100%

BELOW S$250,000KEY EXECUTIVES OF THE GROUP

Lim Kim Seng 84% 7% 0% 9% 100%

Christopher Murugasu 78% 8% 0% 14% 100%

Stephen Chong 48% 4% 0% 48% 100%

David Hurn 75% 6% 0% 19% 100%

Grace Goh 79% 7% 0% 15% 100%

ACCOUNTABILITY AND AUDIT (PRINCIPLE 10)

In presenting the annual financial statements and quarterly announcements to shareholders, it is the aim of the Board to provide

shareholders with a balanced and comprehensible assessment of the Group’s position and prospects on a quarterly basis. Management

provides the Board with appropriately detailed management accounts of the Group’s performance, position and prospects on a

periodic basis.

INTERNAL CONTROLS (PRINCIPLE 12)

The Board acknowledges that it is responsible for the overall internal control framework but recognises that no cost effective internal

control systems will preclude all errors or irregularities, as a system is designed to manage rather than to eliminate the risk of failure to

achieve business objectives, and can provide only reasonable but not absolute assurance against material misstatement or loss.

Nevertheless, the Audit Committee will:

(a) satisfy itself by such means as it shall consider appropriate counter measures (that is mechanisms and processes, such as

sound internal control systems) are in place to identify and mitigate any material business risks associated with the group;

(b) ensure that a review of effectiveness of the Group’s material internal controls, including financial, operating and compliance

controls and risk management is conducted at least annually. Such review can be carried out by external auditors;

(c) ensure that the internal control recommendations made by the external auditors have been addressed or implemented by

the Management;

(d) ensure that the Board is in the position to comment on the adequacy of the internal controls of the group.



ACCOUNTABILITY AND AUDIT (PRINCIPLE 10) (CONTINUED)

INTERNAL AUDIT (PRINCIPLE 13)

The Group is in the process of forming an in-house internal audit function that is independent of the activities it audits. The internal

audit unit will review the effectiveness of the material internal controls of the Group and report to the Audit Committee. The internal

auditors are expected to meet or exceed the standards set by nationally or internationally recognised professional bodies, including

the Standards for the Professional Practice of Internal Auditing set by The Institute of Internal Auditors.

Within this framework, the internal audit function will provide reasonable assurance that the risk incurred by the Group in each major

activity will be identified, analysed and managed by the Management. Internal Audit will also make recommendations to enhance the

effectiveness and security of the Group’s operations.

COMMUNICATION WITH SHAREHOLDERS (PRINCIPLES 14 AND 15)

In line with the continuous disclosure obligations of the Company, pursuant to the listing rules of SGX-ST and the Companies’ Act,

Chapter 50, the Board’s policy is to keep shareholders adequately informed of major developments of the Group.

Information will be communicated to shareholders on a timely basis. Where there is inadvertent disclosure made to a select group, the

Company will make the same disclosure publicly as soon as practicable. Communication is made through:

(a) annual reports that are prepared and issued to all shareholders. The Board makes every effort to ensure that the annual report

includes all relevant information about the group, including future development and other disclosures required by the Companies’

Act, Chapter 50, and Singapore Statements of Accounting Standards;

(b) half-year and full-year financial statements comprising a summary of the financial information and affairs of the Group for the

relevant period;

(c) explanatory memoranda for annual general meetings (“AGM”) and extraordinary general meetings;

(d) media and analyst meetings for the Group’s interim and annual financial results, as well as other briefings, as appropriate;

(e) press releases on major developments of the Group;

(f) disclosures to the SGX-ST via MASNET; and

(g) the Group’s website at http://www.hyflux.com at which shareholders can access information on the Group.

In addition, shareholders are encouraged to attend the annual general meetings to ensure a high level of accountability and to stay

informed of the Group’s strategies and growth. As the annual general meeting is the principal forum for dialogue with shareholders, the

presence of the chairpersons of the audit, nominating and remuneration committees are required so as to address any question raised

at the annual general meeting.

SECURITIES TRANSACTIONS

The Company has issued a policy on dealings in the securities of the Company to its Directors and Management, setting out the

implications of insider trading and guidance on such dealings. It has adopted the Best Practices Guide on Dealings in Securities

issued by SGX-ST.

DISTRIBUTION OF SHAREHOLDINGS

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

SIZE OF HOLDINGS NO. OF SHAREHOLDERS % NO. OF SHARES %

1 – 999 78 3.87 33,655 0.01

1,000 – 10,000 1,488 73.85 6,583,750 2.65

10,001 – 1,000,000 434 21.54 22,508,060 9.07

1,000,001 and above 15 0.74 219,148,527 88.27

Total 2,015 100.00 248,273,992 100.00

TWENTY LARGEST SHAREHOLDERS

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

NAME NO. OF SHARES %

1. Olivia Lum Ooi Lin 99,930,070 40.25

2. Citibank Nominees Singapore Pte Ltd 21,977,750 8.85

3. 2G Capital Pte Ltd 19,511,000 7.86

4. Raffles Nominees Pte Ltd 18,665,750 7.52

5. DBS Nominees Pte Ltd 18,092,000 7.29

6. Seletar Investments Pte Ltd 11,811,000 4.76

7. Deirdre Murugasu 6,965,562 2.81

8. Ma Wong Ching 6,570,000 2.65

9. HSBC (Singapore) Nominees Pte Ltd 5,694,500 2.29

10. Foo Hee Kiang 2,820,020 1.14

11. Wu Tzu Ho @ Jimmy Wu 2,340,000 0.94

12. Oversea-Chinese Bank Nominees Pte Ltd 1,370,125 0.55

13. United Overseas Bank Nominees Pte Ltd 1,180,750 0.48

14. HL Bank Nominees (S) Pte Ltd 1,120,000 0.45

15. Amy Chung 1,100,000 0.44

16. Koh Lip Lin 930,221 0.37

17. Ho Soo Min 872,000 0.35

18. DB Nominees (S) Pte Ltd 782,500 0.32

19. UOB Kay Hian Pte Ltd 754,250 0.30

20. Morgan Stanley Asia (Singapore) Securities Pte Ltd 724,500 0.29

Total 223,211,998 89.91

47.94% of the Company’s shares are held in the hands of the public. Accordingly, the Company has complied with Rule 723 of the

Listing Manual of SGX-ST.

SUBSTANTIAL SHAREHOLDERS

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

NAME OF SHAREHOLDER DIRECT DEEMED INTEREST

Olivia Lum Ooi Lin 99,930,070 –

2G Capital Pte Ltd 19,511,000 –


STATISTICS OF SHAREHOLDINGS

AS AT 14 APRIL 2003


P.54.55

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Hyflux Ltd (“the Company”) will be held at 40 Changi South Street 1,

Singapore 486764 on 22 May 2003 at 2.30pm for the following purposes:

AS ORDINARY BUSINESS

1. To receive and adopt the Directors’ Report and the Audited Accounts of the Company for the year

ended 31 December 2002 together with the Auditors’ Report thereon.

2. To declare a first and final dividend of 0.5 cents per ordinary share less income tax of 22% for the

year ended 31 December 2002.

3. To re-elect the following Directors retiring pursuant to Article 89 of the Company’s Articles of

Association :

Deirdre Murugasu (Retiring under Article 89)

Teo Kiang Kok (Retiring under Article 89)

Mr Teo will, upon re-election as Director of the Company, remain as member of the Audit Committee

and will be considered independent for the purposes of Rule 704(8) of Listing Manual of the Singapore

Exchange Securities Trading Limited.

4. To approve the payment of Directors’ fees of S$180,000.00 for the year ended 31 December 2002

(previous year: S$132,000.00).

5. To re-appoint Ernst & Young as the Company’s Auditors and to authorise the Directors to fix their

remuneration.

6. To transact any other ordinary business which may properly be transacted at an Annual General

Meeting.

AS SPECIAL BUSINESS

To consider and if thought fit, to pass the following resolutions as Ordinary Resolutions, with or without

any modifications:

7. Authority to allot and issue shares up to 50 per centum (50%) of issued capital

That pursuant to Section 161 of the Companies Act, Cap. 50 and Rule 806(2) of the Listing Manual

of the Singapore Exchange Securities Trading Limited, the Directors be empowered to allot and

issue shares in the capital of the Company at any time and upon such terms and conditions and for

such purposes as the Directors may, in their absolute discretion, deem fit provided that the aggregate

number of shares to be allotted and issued pursuant to this Resolution shall not exceed fifty per

centum (50%) of the issued share capital of 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 all

shareholders of the Company shall not exceed twenty per centum (20%) of the issued capital of

the Company and that such authority shall, unless revoked or varied by the Company in general

meeting, continue in force until the conclusion of the Company’s next Annual General Meeting or

the date by which the next Annual General Meeting of the Company is required by law to be held,

swhichever is earlier.

[See Explanatory Note (i)]


NOTICE OF ANNUAL GENERAL MEETING

HYFLUX LTD

(INCORPORATED IN SINGAPORE WITH LIMITED LIABILITY)

(RESOLUTION 1)

(RESOLUTION 2)

(RESOLUTION 3)

(RESOLUTION 4)

(RESOLUTION 5)

(RESOLUTION 6)

(RESOLUTION 7)

AS SPECIAL BUSINESS (CONTINUED)

8. Authority to allot and issue shares under the Hyflux Employees’ Share Option Scheme

That pursuant to Section 161 of the Companies Act, Cap. 50, the Directors be authorised and

empowered to allot and issue shares in the capital of the Company to all the holders of options

granted by the Company, whether granted during the subsistence of this authority or otherwise,

under the Hyflux Employees’ Share Option Scheme (“the Scheme”) upon the exercise of such

options and in accordance with the terms and conditions of the Scheme, provided always that the

aggregate number of additional ordinary shares to be allotted and issued pursuant to the Scheme

shall not exceed fifteen per centum (15%) of the issued share capital of the Company from time to time.

[See Explanatory Note (ii)]

By Order of the Board

LIM KIM SENG

SECRETARY

SINGAPORE

7 MAY 2003

EXPLANATORY NOTES:

(i) The Ordinary Resolution proposed in item 7 above, if passed, will empowered the Directors from the date of the above

meeting until the date of the next Annual General Meeting, to allot and issue shares in the Company. The number of shares

that the Directors may allot and issue under this Resolution would not exceed fifty per centum (50%) of the issued capital of

the Company at the time of passing this resolution. For issue of shares other than on a pro rata basis to all shareholders, the

aggregate number of shares to be issued shall not exceed twenty per centum (20%) of the issued capital of the Company. The

percentage of issued capital is based on the Company’s issued capital after adjusting for new shares arising from the exercise

of employee share options in issue at the time the proposed Ordinary Resolution is passed and any subsequent consolidation

or subdivision of shares.

(ii) The Ordinary Resolution proposed in item 8 above, if passed, will empower the Directors of the Company, from the date of the

above Meeting until the next Annual General Meeting, to allot and issue shares in the Company of up to a number not exceeding

in total fifteen per centum (15%) of the issued share capital of the Company from time to time pursuant to the exercise of the

options under the Scheme.

Notes:

1. A Member entitled to attend and vote at the Annual General Meeting (the “Meeting”) is entitled to appoint a proxy to attend and vote in his/her stead. A proxyneed not be a Member of the Company.

2. The instrument appointing a proxy must be deposited at the Registered Office of the Company at 40 Changi South Street 1, Singapore 486764 not less than48 hours before the time appointed for holding the Meeting.

(RESOLUTION 8)


P.56.57

NOTICE IS HEREBY GIVEN that the Share Transfer Books and Register of Members Of Hyflux Ltd (the “Company”) will be closed on

31 May 2003 for the preparation of dividend warrants.

Duly completed registrable transfers received by the Company’s Share Registrar, Lim Associates (Pte) Ltd, 10 Collyer Quay #19-08

Ocean Building, Singapore 049315 up to 5.00 p.m. on 30 May 2003 will be registered to determine shareholders’ entitlements to the

said dividend. Members whose Securities Accounts with The Central Depository (Pte) Limited are credited with shares at 5.00 p.m. on

30 May 2003 will be entitled to the proposed dividend.

Payment of the dividend, if approved by the members at the Annual General Meeting to be held on 22 May 2003 will be made on

10 June 2003.

SUPPLEMENTARY INFORMATION- SGX LISTING MANUAL REQUIREMENTS (CONTINUED)

NOTICE OF BOOKS CLOSURE

HYFLUX LTD

I/We, of

being a member/members of Hyflux Ltd (the “Company”), hereby appoint:

and/or (delete as appropriate)

or failing him/her, the Chairman of the Meeting as my/our proxy/proxies to vote for me/us on my/our behalf at the Annual General

Meeting (the “Meeting”) of the Company to be held on 22 May 2003 at 2.30 p.m. and at any adjournment thereof. I/We direct my/our

proxy/proxies to vote for or against the Resolutions proposed at the Meeting as indicated hereunder. If no specific direction as to

voting is given or in the event of any other matter arising at the Meeting and at any adjournment thereof, the proxy/proxies will vote or

abstain from voting at his/her discretion.

(Please indicate your vote “For” or “Against” with a tick [✔ ] within the box provided.)

PROXY FORM(PLEASE SEE NOTES OVERLEAF BEFORE COMPLETING THIS FORM)

HYFLUX LTD

(INCORPORATED IN SINGAPORE WITH LIMITED LIABILITY)

NAME NRIC/PASSPORT NO. PROPORTION OF SHAREHOLDINGS

NO. OF SHARES %

ADDRESS

NAME NRIC/PASSPORT NO. PROPORTION OF SHAREHOLDINGS

NO. OF SHARES %

ADDRESS

NO. RESOLUTIONS RELATING TO: FOR AGAINST

1 Directors’ Report and Audited Accounts for the year ended 31 December 2002

2 Payment of proposed first & final dividend

3 Re-election of Dr Deirdre Murugasu

4 Re-election of Mr Teo Kiang Kok

5 Approval of Directors’ fees amounting to S$180,000.00

6 Re-appointment of Ernst & Young as Auditors

7 Authority to allot and issue new shares

8 Authority to allot and issue shares under the Hyflux Employees’ Share Option Scheme

Signature of Shareholder (s)

or, Common Seal of Corporate Shareholder

* Delete where inapplicable

Dated this day of 2003

TOTAL NUMBER OF SHARES IN NO. OF SHARES

(a) CDP Register

(b) Register of Members

✄

NOTES:

1. Please insert the total number of Shares held by you. If you have Shares entered against your name in the Depository Register (as defined in Section 130A of theCompanies Act, Chapter 50 of Singapore), you should insert that number of Shares. If you have Shares registered in your name in the Register of Members, youshould insert that number of Shares. If you have Shares entered against your name in the Depository Register and Shares registered in your name in the Registerof Members, you should insert the aggregate number of Shares entered against your name in the Depository Register and registered in your name in the Registerof Members. If no number is inserted, the instrument appointing a proxy or proxies shall be deemed to relate to all the Shares held by you.

2. A member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint one or two proxies to attend and vote in his/her stead.A proxy need not be a member of the Company.

3. Where a member appoints two proxies, the appointments shall be deemed to be alternative unless he/she specifies the proportion of his/her shareholding(expressed as a percentage of the whole) to be represented by each proxy.

4. The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 40 Changi South Street 1, Singapore 486764 not lessthan 48 hours before the time appointed for the Meeting.

5. 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 instrumentappointing a proxy or proxies is executed by a corporation, it must be executed either under its seal or under the hand of an officer or attorney duly authorised.Where the instrument appointing a proxy or proxies is executed by an attorney on behalf of the appointor, the letter or power of attorney or a duly certified copythereof must be lodged with the instrument, failing which the instrument may be treated as invalid.

6. A corporation which is a member may authorise by resolution of its directors or other governing body such person as it thinks fit to act as its representative atthe Meeting, in accordance with Section 179 of the Companies Act, Chapter 50 of Singapore.

GENERAL:

The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or illegible or where the true intentions of theappointor are not ascertainable from the instructions of the appointor specified in the instrument appointing a proxy or proxies. In addition, in the case of Shares enteredin the Depository Register, the Company may reject any instrument appointing a proxy or proxies lodged if the member, being the appointor, is not shown to have Sharesentered 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) Limitedto the Company.

HYFLUX LTD


Singapore 486764

Tel 65.6214 0777

Fax 65.6214 1211

www.hyflux.comA RAINDANCE DESIGN & PRODUCTION

HYFLUX LTD


Singapore 486764

Tel 65. 6214 0777

Fax 65. 6214 1211

www.hyflux.com

Documents

HYFLUX LTD AND SUBSIDIARIES - 联合早报网ir.zaobao.com.sg/hyflux/pages/doc/hyflux_ar2002_finance.pdf · HYFLUX LTD AND SUBSIDIARIES 01 (AMOUNT EXPRESSED IN SINGAPORE DOLLARS UNLESS