hyflux ltd and subsidiaries - zaobao.com · hyflux international ltd british virgin islands...
TRANSCRIPT
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
HYFLUX LTD AND SUBSIDIARIES
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.
HYFLUX LTD AND SUBSIDIARIES
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
DIRECTORS’ REPORT (CONTINUED)
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.
HYFLUX LTD AND SUBSIDIARIES
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.
DIRECTORS’ REPORT (CONTINUED)
SHARE OPTIONS (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
AS AT
OPTIONS
BONUS
OPTIONS
OPTIONS
AS AT
AS AT
PRICE
EXERCISABLE
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
○
OF 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–
26,0
006,
500
––
32,5
001
0.77
325
.01.
2003
- 2
7.09
.201
1
25.0
3.20
02–
200,
000
50,0
00–
–25
0,00
01
1.03
225
.03.
2003
- 2
7.09
.201
1
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.
Exc
ept
as d
iscl
osed
ab
ove,
no
othe
r op
tions
to
take
up
uni
ssue
d s
hare
s of
the
Com
pan
y or
any
sub
sid
iary
wer
e gr
ante
d a
nd n
o ot
her
shar
es w
ere
issu
ed b
y vi
rtue
of
the
exer
cise
of
optio
ns
to t
ake
up u
niss
ued
sha
res
of t
he C
omp
any
or a
ny s
ubsi
dia
ry.
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.
HYFLUX LTD AND SUBSIDIARIES
P.06.07
DIRECTORS’ REPORT (CONTINUED)
DIRECTORS’ REPORT (CONTINUED)
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
DIRECTORS’ REPORT (CONTINUED)
HYFLUX LTD AND SUBSIDIARIES
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
SINGAPORE17 MARCH 2003
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
SINGAPORE17 MARCH 2003
AUDITORS’ REPORT TO THE MEMBERS OF HYFLUX LTD
BALANCE SHEETS
AS AT 31 DECEMBER 2002
HYFLUX LTD AND SUBSIDIARIES
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
HYFLUX LTD AND SUBSIDIARIES
P.12.13
PROFIT AND LOSS ACCOUNTS
FOR THE YEAR ENDED 31 DECEMBER 2002
The accounting policies and explanatory notes on pages 17 to 45 form an integral part of the financial statements.
(AMOUNTS EXPRESSED IN SINGAPORE DOLLARS)
○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○
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
FOR THE YEAR ENDED 31 DECEMBER 2002
(AMOUNTS EXPRESSED IN SINGAPORE DOLLARS)
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
The accounting policies and explanatory notes on pages 17 to 45 form an integral part of the financial statements.
HYFLUX LTD AND SUBSIDIARIES
P.14.15
(AMOUNTS EXPRESSED IN SINGAPORE DOLLARS)
○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○
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
FOR THE YEAR ENDED 31 DECEMBER 2002
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2002
○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○
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
The accounting policies and explanatory notes on pages 17 to 45 form an integral part of the financial statements.
HYFLUX LTD AND SUBSIDIARIES
P.16.17
(AMOUNTS EXPRESSED IN SINGAPORE DOLLARS)
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
FOR THE YEAR ENDED 31 DECEMBER 2002
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2002
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.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2002
02. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(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.
HYFLUX LTD AND SUBSIDIARIES
P.18.19
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2002
02. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(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.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2002
02. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(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.
HYFLUX LTD AND SUBSIDIARIES
P.20.21
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2002
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 – –
Arising from acquisition of subsidiaries – 767 – –
Provision for the year 601 300 – –
Provision utilised (300) – – –
Translation difference (43) 43 – –
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 – – –
Arising from acquisition of subsidiaries – 67 – –
Translation difference (4) 4 – –
At end of year 67 71 – –
HYFLUX LTD AND SUBSIDIARIES
P.22.23
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2002
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
Not later than 1 year 56 (7) 49
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.
HYFLUX LTD AND SUBSIDIARIES
P.24.25
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2002
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
Not later than 1 year 15 (1) 14
81 (4) 77
2001
1 year to 5 years 16 (2) 14
Not later than 1 year 7 (2) 5
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
HYFLUX LTD AND SUBSIDIARIES
P.26.27
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2002
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.
HYFLUX LTD AND SUBSIDIARIES
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.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2002
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.
HYFLUX LTD AND SUBSIDIARIES
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
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2002
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
HYFLUX LTD AND SUBSIDIARIES
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
– 58,026,098 (2001: 33,484,402) ordinary shares of $0.05 each 2,900 1,675
At end of year
– 236,198,492 (2001: 178,172,394) ordinary shares of $0.05 each 11,809 8,909
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.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2002
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.
HYFLUX LTD AND SUBSIDIARIES
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
FOR THE YEAR ENDED 31 DECEMBER 2002
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
HYFLUX LTD AND SUBSIDIARIES
P.36.37
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2002
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
HYFLUX LTD AND SUBSIDIARIES
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 – –
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2002
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 $’000
INCOME
Service fee income from an investee company 1,329 –
Contract revenue from an investee company 5,146 –
Contract revenue from affiliated companies – 3,337
HYFLUX LTD AND SUBSIDIARIES
P.40.41
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2002
36. FINANCIAL INSTRUMENTS
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The main risks arising from the Group’s financial instruments are interest rate, liquidity, foreign exchange and credit risks.
The management reviews, manages and monitors each of these risks and will recommend necessary actions to the Board
as appropriate.
INTEREST RATE RISK
The Group obtains additional financing through bank borrowings and leasing arrangements. The Group’s policy is to obtain
the most favourable interest rates available without increasing its foreign currency exposure.
Surplus funds are placed with reputable banks.
Information relating to the Group’s interest rate exposure is also disclosed in the notes on the Group’s borrowings, including
leasing obligations.
LIQUIDITY RISK
The Group’s main exposure to liquidity risk is in respect of funding of its project costs and other operating expense.
The Group monitors and maintains cash and cash equivalents deemed adequate by the management to finance the Group’s
operations. Short-term credit facilities are available for contingency purposes.
FOREIGN EXCHANGE RISK
The Group’s income is mainly in Singapore Dollar (S$), 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.
HYFLUX LTD AND SUBSIDIARIES
P.42.43
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2002
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.
HYFLUX LTD AND SUBSIDIARIES
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
HYFLUX LTD AND SUBSIDIARIES
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
SUPPLEMENTARY INFORMATION- SGX-ST LISTING MANUAL REQUIREMENTS (CONTINUED)
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.
HYFLUX LTD AND SUBSIDIARIES
P.48.49
BOARD OF DIRECTORS (PRINCIPLES 1, 2, 3 AND 4) (CONTINUED)
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;
SUPPLEMENTARY INFORMATION- SGX-ST LISTING MANUAL REQUIREMENTS (CONTINUED)
CORPORATE GOVERNANCE STATEMENT (CONTINUED)
BOARD OF DIRECTORS (PRINCIPLES 1, 2, 3 AND 4) (CONTINUED)
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.
HYFLUX LTD AND SUBSIDIARIES
P.50.51
BOARD OF DIRECTORS (PRINCIPLES 1, 2, 3 AND 4) (CONTINUED)
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.
SUPPLEMENTARY INFORMATION- SGX-ST LISTING MANUAL REQUIREMENTS (CONTINUED)
CORPORATE GOVERNANCE STATEMENT (CONTINUED)
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
BOARD OF DIRECTORS (PRINCIPLES 1, 2, 3 AND 4) (CONTINUED)
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:
HYFLUX LTD AND SUBSIDIARIES
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.
SUPPLEMENTARY INFORMATION- SGX-ST LISTING MANUAL REQUIREMENTS (CONTINUED)
CORPORATE GOVERNANCE STATEMENT (CONTINUED)
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 –
SUPPLEMENTARY INFORMATION- SGX-ST LISTING MANUAL REQUIREMENTS (CONTINUED)
STATISTICS OF SHAREHOLDINGS
AS AT 14 APRIL 2003
HYFLUX LTD AND SUBSIDIARIES
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)]
SUPPLEMENTARY INFORMATION- SGX-ST LISTING MANUAL REQUIREMENTS (CONTINUED)
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)
HYFLUX LTD AND SUBSIDIARIES
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
40 Changi South Street 1
Singapore 486764
Tel 65.6214 0777
Fax 65.6214 1211
www.hyflux.comA RAINDANCE DESIGN & PRODUCTION
HYFLUX LTD
40 Changi South Street 1
Singapore 486764
Tel 65. 6214 0777
Fax 65. 6214 1211
www.hyflux.com