PART I - INFORMATION REQUIRED FOR ANNOUNCEMENTS OF QUARTERLY (Q1, Q2 & Q3), HALF-YEAR AND FULL YEAR RESULTS

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1 Full Year Financial Statements And Dividend Announcement For the Financial Year Ended 31 December 2013 PART I - INFORMATION REQUIRED FOR ANNOUNCEMENTS OF QUARTERLY (Q1, Q2 & Q3), HALF-YEAR AND FULL YEAR RESULTS 1(a)(i) An income statement and statement of comprehensive income, or a statement of comprehensive income, (for the group) together with a comparative statement for the corresponding period of the immediately preceding financial year. The Board of Directors of Sinwa Limited is pleased to announce the unaudited results of the Group for the financial year ended 31 December CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2013 GROUP / (-). S$ 000 S$ 000 %. Revenue 139, , Cost of sales (104,955) (90,433) 16.1 Gross profit 34,414 32, Other item of income Financial income Other items of expense Marketing and distribution costs (4,620) (4,178) 10.6 Administrative expenses (20,683) (21,939) (5.7) Other income/ (expenses)-net 585 (7,184) >100 Financial expenses (1,597) (3,302) (51.6) Profit/(loss) before income tax 8,200 (4,314) >100 Income tax expense (739) (796) (7.2) Profit/(loss) from continuing operations 7,461 (5,110) >100 Discontinued operations Loss from discontinued operations (969) (1,166) (16.9) Profit/(loss) for the year 6,492 (6,276) >100 Profit/(loss) attributable to: Owners of the Company 6,791 (5,828) >100 Non-controlling interests (299) (448) (33.3) 6,492 (6,276) >100 Page 1 of 26

2 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2013 The Statement of Comprehensive Income included as part of the results announcement is in compliance with the revised Financial Reporting Standard (FRS) 1. GROUP / (-). S$ 000 S$ 000 %. PROFIT/(LOSS)FOR THE YEAR 6,492 (6,276) >100 Other comprehensive income: Gain on revaluation of property, plant and equipment, net of tax - 13,481 (100) Exchange differences on translating foreign operations 559 (1,163) >100 Other comprehensive income for the year, net of tax ,318 (95.5) TOTAL COMPREHENSIVE INCOME FOR THE YEAR 7,051 6, Total comprehensive income/(loss) attributable to: Owners of the Company 7,350 6, Non-controlling interests (299) (448) (33.3) 7,051 6, Page 2 of 26

3 1(a)(ii) The following items (with appropriate breakdowns and explanations), if significant, must either be included in the income statement or in the notes to the income statement for the current financial period reported on and the corresponding period of the immediately preceding financial year. NOTES TO CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME GROUP S$ 000 S$ 000 Financial income: Interest income cash and cash equivalent Interest income loan and receivables Financial expenses: Interest expense (566) (921) Foreign exchange loss, net (1,031) (2,381) (1,597) (3,302) Other income/(expenses): Allowance for doubtful trade receivables - (363) Write-back of allowance for doubtful trade receivables 42 - Allowance for doubtful other receivables - - Write-back of allowance for doubtful other receivables Bad debts written off (trade) (45) (9) Disposal of scrap material Government Grant income Gain on disposal of subsidiaries Gain on disposal of property, plant and equipment, net 2 63 Handling fee Management fee income Allowance for impairment in assets held for sale - (4,332) Allowance for impairment loss on property, plant and equipment - (2,497) Allowance for obsolete stocks (279) (218) Others (7,184) Profit/(loss) before income tax is stated after charging:- Amortisation of intangible assets (24) (46) Depreciation of property, plant and equipment (2,079) (2,948) Page 3 of 26

4 Results of discontinued operations S$ 000 S$ 000 Revenue 1,823 17,041 Expenses (2,792) (18,207) Results from operating activities (969) (1,166) Results of discontinued operation include the following expenses: S$ 000 S$ 000 Gain/(loss )on disposal of property, plant and equipment 1 (20) Depreciation of property, plant and equipment (14) (285) Impairment loss on goodwill - (2,130) Waiver of purchase consideration - 1,800 Property, plant and equipment written off (8) - Provision for repatriation of foreign workers - (111) Page 4 of 26

5 1(b) A statement of financial position (for the issuer and group), together with a comparative statement as at the end of the immediately preceding financial year. STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2013 GROUP COMPANY S$'000 S$'000 S$'000 S$'000 ASSETS Non-current assets Property, plant and equipment 44,485 46, Intangible assets Goodwill Investments in subsidiaries ,763 11,763 Investments in joint ventures ,899 Deferred tax assets Other assets Other receivables 1,268 1, Total non-current assets 46,719 49,725 12,558 45,800 Current assets Inventories 4,918 5, Work-in-progress Trade and other receivables 38,209 35,916 56,482 41,683 Cash and cash equivalents 24,741 13,446 11,172 4,564 67,868 55,462 67,654 46,247 Assets classified as held for sale 26,443 57, Total current assets 94, ,659 67,654 46,247 Total assets 141, ,384 80,212 92,047 Page 5 of 26

6 STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2013 (Continued) GROUP COMPANY S$'000 S$'000 S$'000 S$'000 EQUITY AND LIABILITIES Equity Share capital 39,881 39,881 39,881 39,881 Retained earnings 40,788 45,711 5,644 10,434 Revaluation reserve 13,481 13, Equity compensation reserve Foreign currency translation reserve (2,613) (3,172) - - Equity attributable to owners of the Company 91,831 95,901 45,819 50,315 Non-controlling interests (739) (503) - - Total equity 91,092 95,398 45,819 50,315 Non-current liabilities Deferred tax liabilities 2,794 3, Total non-current liabilities 2,794 3, Current liabilities Income tax payable 1,336 1, Trade and other payables 25,811 26,073 30,999 35,055 Current portion of finance leases Current portion of borrowings 8,670 21,360 3,355 6,642 35,817 48,832 34,393 41,732 Liabilities directly associated with assets held for sale 11,327 14, Total current liabilities 47,144 63,709 34,393 41,732 Total liabilities 49,938 66,986 34,393 41,732 Total equity and liabilities 141, ,384 80,212 92,047 Financial ratios GROUP Inventory turnover (days) Trade receivables turnover (days) Gearing (total borrowings to total equity) Page 6 of 26

7 1(c) Aggregate amount of the group's borrowings and debt securities. Amount repayable in one year or less, or on demand Secured Unsecured Secured Unsecured S$ 000 S$ 000 S$ 000 S$ 000 8, , Amount repayable after one year Secured Unsecured Secured Unsecured S$ 000 S$ 000 S$ 000 S$ Details of any collateral: The following liabilities are secured by corporate guarantees from the Company and relate to: 1) Working capital financing obtained for subsidiaries; 2) Loans obtained to finance the construction of 2 office cum warehouse complexes and 2 residential properties in Australia; and 3) Term loan obtained to finance the acquisition of anchor handling tug in a subsidiary. There are some borrowings that are also jointly and severally guaranteed by the Company and subsidiaries. The following assets in the Group are also provided as securities for the credit facilities: a) 3 commercial properties in Singapore; b) 2 commercial properties in Australia; c) 2 residential properties in Australia; d) All other assets and undertakings of 2 subsidiaries in Australia. Page 7 of 26

8 1(d) A statement of cash flows (for the group), together with a comparative statement for the corresponding period of the immediately preceding financial year. CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2013 GROUP S$ 000 S$ 000 Operating activities (Loss)/profit for the year 6,492 (6,276) Adjustments for: Allowance for doubtful trade receivables Write back of allowance for doubtful trade receivables (42) - Write back of allowance for doubtful other receivables (183) (5) Bad debts written off (trade) 45 9 Amortisation of intangible assets Depreciation of property, plant and equipment 2,093 3,233 Impairment of goodwill - 2,130 Interest income - bank (101) (58) Interest income - other - (15) Interest expense Gain/(loss) on disposal of property, plant and equipment, net (3) (43) Gain on disposal of subsidiaries (133) - Property, plant and equipment written off 8 - Allowance for impairment in assets held for sale - 4,332 Allowance for impairment loss on property, plant and equipment - 2,497 Allowance for obsolete stocks Waiver of purchase consideration - (1,800) Share reward compensation Provision for repatriation of foreign workers Income tax expenses Operating profit before working capital changes 10,078 6,459 Trade and other receivables (1,463) (727) Work in progress 657 (291) Inventories 246 (631) Trade and other payables (262) 849 Cash generated from operations 9,256 5,659 Interest paid (566) (921) Interest received Income tax paid (1,214) (1,339) Net cash from operating activities 7,577 3,472 Page 8 of 26

9 CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2013 (continued) GROUP S$ 000 S$ 000 Investing activities (Advances to)/repayment from PRC licensees Proceeds from disposal of property, plant and equipment Purchase of property, plant and equipment (2,019) (509) Proceeds from disposal of Liftboat 25,419 - Proceeds from disposal of subsidiaries 2,150 - Cash and cash equivalents with Assets held for sale - (149) Effect of foreign currency alignment on investing activities 2,695 3,400 Net cash (used in)/from investing activities 28,856 2,951 Financing activities Repayment of bank loans (10,297) (5,179) Proceeds from bills financing 4,952 15,504 Repayment of bills financing (6,269) (15,542) Repayment of director loan - (118) Advances from non-controlling interests Repayment of finance leases (27) (104) Repayment of non-controlling interests (419) - Dividends paid (11,714) (1,674) Proceeds from restricted bank deposit Effect of foreign currency alignment on financing activities (657) (1,075) Net cash (used in)/from financing activities (24,431) (7,710) Net increase/(decreased) in cash and cash equivalents 12,002 (1,287) Cash and cash equivalents at beginning of year 13,446 15,083 Effect of exchange rate changes on cash and cash equivalents (707) (350) Cash and cash equivalents at end of year 24,741 13,446 Analysis of the cash and cash equivalents Cash and cash equivalents 24,741 13,446 Cash and cash equivalents for the purpose of cash flow statement 24,741 13,446 Page 9 of 26

10 Disposal of subsidiaries Net assets of AMS Group S$ 000 Fixed assets 982 Inventory 222 Work in progress 109 Trade and other receivables 6,145 Cash at bank 149 Trade, other payables and borrowing (7,828) Non controlling interest 63 Net assets (158) Add: shareholder s loan to AMS 2,825 2,667 Consideration 2,800 Gain on disposal of subsidiaries 133 Page 10 of 26

11 1(e) A statement (for the issuer and group) showing either (i) all changes in equity or (ii) changes in equity other than those arising from capitalisation issues and distributions to shareholders, together with a comparative statement for the corresponding period of the immediately preceding financial year. STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2013 GROUP Total equity Noncontrolling interest Equity, attributable to owners of the Company Share capital Treasury shares Capital reserve Equity compensation reserve Revaluation reserve Retained earnings Translation reserve S$ 000 S$ 000 S$ 000 S$ 000 S$ 000 S$ 000 S$ 000 S$ 000 S$ 000 S$ 000 Balance at ,398 (503) 95,901 40,734 (961) ,481 45,711 (3,172) Profit for the year 6,492 (299) 6, ,791 - Other comprehensive income Foreign currency translation differences on foreign operation Total comprehensive income for the year 7,051 (299) 7, , Disposal of subsidiaries Dividend (11,714) - (11,714) (11,714) - Share-based payments Total transactions with owners (11,357) 63 (11,420) (11,714) - Balance at ,092 (739) 91,831 40,734 (961) ,481 40,788 (2,613) GROUP Total equity Noncontrolling interest Equity, attributable to owners of the Company Share capital Treasury shares Capital reserve Equity compensation reserve Revaluation reserve Retained earnings Translation reserve S$ 000 S$ 000 S$ 000 S$ 000 S$ 000 S$ 000 S$ 000 S$ 000 S$ 000 S$ 000 Balance at ,030 (55) 91,085 40,734 (961) ,213 (2,009) Loss for the year (6,276) (448) (5,828) (5,828) - Other comprehensive income 12,318-12, ,481 - (1,163) Foreign currency translation differences on foreign operation (1,163) - (1,163) (1,163) Revaluation of properties, plant and equipment net of tax 13,481-13, , Total comprehensive income 6,042 (448) 6, Dividend/ total transaction with owners (1,674) - (1,674) (1,674) - Balance at ,398 (503) 95,901 40,734 (961) ,481 45,711 (3,172) Page 11 of 26

12 STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2013 (Continued) Equity Total Share Treasury. Compensation Capital Retained. COMPANY equity capital shares. reserve reserve earnings. S$ 000 S$ 000 S$ 000. S$ 000 S$ 000 S$ 000. Balance at 1 January ,315 40,734 (961) ,434 Total comprehensive income for the year 6, ,924 Dividend (11,714) (11,714) Share Based payment Total transactions with owners (11,420) (11,714) Balance at 31 December ,819 40,734 (961) ,644 Balance at 1 January ,593 40,734 (961) ,712 Total comprehensive income for the year 2, ,396 Dividend/ total distributions to owners (1,674) (1,674) Balance at 31 December ,315 40,734 (961) ,434 1(f)(i) Details of any changes in the company's share capital arising from rights issue, bonus issue, share buy-backs, exercise of share options or warrants, conversion of other issues of equity securities, issue of shares for cash or as consideration for acquisition or for any other purpose since the end of the previous period reported on. State also the number of shares that may be issued on conversion of all the outstanding convertibles, as well as the number of shares held as treasury shares, if any, against the total number of issued shares excluding treasury shares of the issuer, as at the end of the current financial period reported on and as at the end of the corresponding period of the immediately preceding financial year. Not applicable. 1(f)(ii) Number of shares held as treasury shares, if any, against the total number of issued shares excluding treasury shares of the issuer No. of Shares No. of Shares Treasury shares 2,177,532 2,177, Number of issued ordinary shares 334,679, ,679,335 (excluding treasury shares) Percentage (%) 0.65% 0.65% Page 12 of 26

13 1(f)(iii) To show total number of issued shares excluding treasury shares as at the end of the current financial period and as at the end of the immediately preceding year No. of Shares No. of Shares Number of issued ordinary shares 334,679, ,679,335 (excluding treasury shares) (f)(iv) A statement showing all sales, transfers, disposal, cancellation and/or use of treasury shares as at the end of the current financial period reported on. Not applicable. 2. Whether the figures have been audited or reviewed and in accordance with which auditing standard or practice. The figures in this announcement have not been audited or reviewed. 3. Where the figures have been audited or reviewed, the auditors report (including any qualifications or emphasis of a matter). Not applicable. 4. Whether the same accounting policies and methods of computation as in the issuer s most recently audited annual financial statements have been applied. The Group and the Company have applied the same accounting policies and method of computation as in the most recently audited financial statements for the year ended 31 December In the current financial period, the Group and the Company have adopted all the new and revised Financial Reporting Standards (FRSs) and Interpretations of FRSs (INT FRSs) that are relevant to its operations and effective for annual periods beginning on 1 January The adoption of these new/revised FRSs and INT FRSs does not result in substantial changes to the Group s and the Company s accounting policies and has no material effect on the amounts reported for the current or prior periods. 5. If there are any changes in the accounting policies and methods of computation, including any required by an accounting standard, what has changed, as well as the reasons for, and the effect of, the change. Not applicable. Page 13 of 26

14 6. Earnings per ordinary share of the group for the current financial period reported on and the corresponding period of the immediately preceding financial year, after deducting any provision for preference dividends. GROUP FY2013 FY2012 (a) Basic (cents) 2.03 (1.74) (b) Diluted (cents) 1.99 (1.74) The basic earnings per share FY2013 and FY2012 are computed based on the weighted average number of 334,679,335 ordinary shares. As the Company announced a share award scheme of 6,400,000 on 13 December 2013, the diluted earnings per share was calculated based on the weighted average number of ordinary shares 334,679,335 and the effects of all dilutive potential ordinary shares. 7. Net asset value (for the issuer and group) per ordinary share based on the total number of issued shares excluding treasury shares of the issuer at the end of the:- (a) current financial period reported on; and (b) immediately preceding financial year. GROUP COMPANY The total number of issued shares excluding treasury shares at the end of the: (a) current financial period reported on 334,679, ,679,335 (b) immediately preceding financial year 334,679, ,679,335 Net asset value per issued ordinary shares as at (cents) (a) 31 December (b) 31 December A review of the performance of the group, to the extent necessary for a reasonable understanding of the group s business. It must include a discussion of the following:- (a) any significant factors that affected the turnover, costs, and earnings of the group for the current financial period reported on, including (where applicable) seasonal or cyclical factors; and Continuing Operations The Group s revenue for financial year ended 31 December 2013 (FY2013) increased by 13.6% to $139.4 million compared to $122.6 million for year ended 31 December 2012 (FY2012). The increase in the Group s revenue was mainly due to higher revenue contribution from the Marine Supply Division. It recorded a total sales of $133.4 million compared to $116.9 million for FY2012. The increase in sales is mainly due to its increased customer base and average sale per customer. Page 14 of 26

15 Revenue from Agency & Logistic Division also recorded an increase 10.7% from $3.6 million for FY2012 to $4.0 million for FY2013. The increase is mainly due to the increase in sales volume. Overall gross profit margin for our continuing operations decrease from 26.3% in FY2012 to 24.7% in FY2013. Lower gross profit margin for FY2013 is mainly due to stiff competitive market condition. Marketing and distribution costs rose by 10.6% in FY2013 compared to FY2012. The increase was mainly due to higher marketing and delivery charges which was in line with higher sale revenue. Administrative expenses decreased by $1.2 million for FY2013 to $20.7 million. The decrease was mainly due to lower depreciation of property, plant and equipment and stacking cost for the year as a result of the disposal of our liftboat KS Titan 2, in March Net other income for FY2013 mainly comprises of gain on disposal of subsidiaries and management fee received from PRC licensee for the services provided. Other expenses of $7.2 million for FY2012 included an allowance for impairment in assets held for sale of $4.3 million.and the allowance for impairment loss of $2.5 million on our Australia properties was due to the change in accounting policy from cost model to revaluation model. Financial expenses decreased to $1.6 million in FY2013 from $3.3 million in FY2012. In FY2013, foreign exchange losses was due entirely to AUD depreciating against S$ but the impact was offset by USD appreciating against S$. In FY2012, foreign exchange losses were caused by both the depreciation of AUD and USD. Interest expense dropped due to decrease in short term borrowings as our business generated positive cashflow. Discontinued operations On 14 December 2012, the Company announced that it would voluntarily windup Sinwa Engineering Pte Ltd and its subsidiaries after rationalisation of our businesses. As at 31 December 2013, the Company is still in the midst of conducting the winding up Sinwa Engineering and its subsidiaries. On 3 May 2013, the Company announced the completion of disposal of the Company s 70% shareholdings in AMSM and AMSE. Both companies result were not consolidated into the Group s result for FY2013 based on the terms and conditions of Sale and Purchase Agreement that the disposal is effective from 1 January Based on the above, the Company presented its income statements into continuing operations and discontinued operations in accordance with the requirement of Singapore Reporting Accounting Standard (SFRS) 105. The revenue from the engineering division for FY2013 was $1.8 million compared to $17.0 million in FY2012. The decrease in revenue for FY2013 was mainly due to the winding up of Sinwa Engineering group of companies and the disposal of AMSM and AMSE during the year. The result of the discontinued operations was a loss of $0.9 million for FY2013 compared to $1.2 million for FY2012. The expenses for FY2013 included the costs of repatriation of foreign workers, commited costs such as dormitory and office rental as well as costs incurred in completing the projects. The Group provided $0.7 million for income tax for FY2013 for its continued operations compared to $0.8 million for FY2012. Higher profit with lower income tax provision is Page 15 of 26

16 mainly due to the reversal of deferred tax of $0.5 million arsing from the disposal of liftboat KS Titan 2 and the additional depreciation of the revalued properties. The Group recorded a profit of $6.5 million for FY2013 compared to a loss of $6.3 million for FY2012. The profit for FY2013 was mainly due to the increase in marine supply, agency and logistic revenue, lower depreciation and stacking costs subsequent to the disposal of liftboat KS Titan 2 and no significant losses on assets imapirment. Whereas for FY2012, the losses were mainly sustained from our chartering business of $7.5 million (which included impairment of $1.9 million of our liftboat and $2.4 million on our joint venture entity NIL), allowance for impairment loss of $2.5 million on our Australia properties, and losses of $1.2 million from our engineering business. Other comprehensive income decreased from $12.3 million for FY2012 to $0.6 million for FY2013 as there was a revaluation gain of $13.5 million recognised in FY2012 as the Company has changed its accounting policy for its properties from costs method to revaluation model. b) any material factors that affected the cash flow, working capital, assets or liabilities of the group during the current financial period reported on. Net cash from the operating activities for FY2013 was an inflow of $7.5 million compared $3.5 million for FY2012. The improvement in operating cash flow for FY2013 was mainly due to higher profit for the year and lower inventory holding. There was a net cash inflow of $29.0 million from investing activities for FY2013 compared to $3.0 million for FY2012 which was mainly due to the proceeds from the sale of the liftboat, KS Titan 2 and divestment of AMS group of companies. Net cash of $24.4 million was used in financing activities in FY2013 which comprise mainly of dividend payment of $11.7 million and net repayment of borrowings amounted to $11.6 million. Non-current assets Total non-current assets decreased from $49.7 million as at 31 December 2012 to $46.6 million as at 31 December Property, plant and equipment decreased from $46.9 million as at 31 December 2012 to $44.4 million as at 31 December The decrease was mainly due to the depreciation charged and lower translation value of proprty, plant and equipment denominated in Australian dollar as a result its depreciation against Singapore dollar. The investment in joint venture at the Company level decreased from $33.9 million as at 31 December 2012 to $0.7 million as at 31 December The decrease was mainly to due to repayment of shareholder s loan of $23.3 million by the joint venture company, Yakki International Pte Ltd (Yakki), and an allowance for impairment of $10.0 million on Yakki. This impairment at the Company level has no impact to the Group in FY2013 as this is the Group s share of losses in Yakki have already been reflected in the Group results prior to FY2013. Page 16 of 26

17 Current Assets The inventories decreased from $5.4 million as at 31 December 2012 to $4.9 million as at 31 December The decrease in inventory was in line with higher ineventory turnover which was in line with higher sales volume for the year ended 31 December Work in progress relates to the engineering works which have yet to be completed at the date of this report. The decrease in work in progress was due to the winding up of Sinwa Engineering group and the sale of the AMS group. Trade and other receivables have increased from $35.9 million as at 31 December 2012 to $38.3 million as at 31 December This is in line with the increase in the Group s revenue. The increase in cash and cash equivalents from $13.4 million as at 31 December 2012 to $24.7 million as at 31 December 2013 was mainly due to the proceeds of $25.4 million from the disposal of the liftboat KS Titan 2, $2.2 million from the disposal of AMS Group and profits of the Group, offset by the payment of dividends of $11.7 million and repayment of term loans and bills financing of $11.6 million. Assets classified as held for sale/liabilities associated with assets classified as held for sale The breakdown of assets held for sale and liabilities directly associated with assets held for sale are as follow: Assets classified as held for sale Entities Note $ 000 $ 000 Nordic International Limited 26,443 27,504 i AMS Group 4,274 ii - Lift Boat- KS Titan 2-25,419 iii 26,443 57,197 Liabilities directly associated with assets held for sale Entities Note $ 000 $ 000 Nordic International Limited 11,327 13,654 i AMS Group - 1,223 ii 11,327 14,877 Note i On 10 February 2012, the Company announced that our joint venture partner, Morten Innhaug ( Morten ) served a notice of arbitration on or about 4 January 2012 claiming that a deadlock pursuant to Clause 11 of the Shareholders Agreement in our joint venture company, Nordic International Limited ( NIL ) had arisen. NIL owns a seismic vessel. In the said notice of arbitration, Morten seeked, inter alia, an order that independent auditors be appointed for the determination and certification of the fair value of the shares in NIL. Page 17 of 26

18 The Company s solicitors responded on 30 January 2012, stating, inter alia, that the contemplated arbitration proceedings were premature, and that the same ought to be done only after Suit No. 875 of 2010/T ( S875 ). S875 is the ongoing suit, filed by the Company on behalf of NIL, claiming damages against Morten for his breach of fiduciary duties. In light of the foregoing, the Company reclassified its investment in NIL as Assets classified as held for sale. On 1 October 2013, the Tribunal in SIAC Arbitration No. 4/2012 found that a deadlock pursuant to Clause 11 of the Shareholders Agreement in NIL had arisen. Consequently, the Company s shares in NIL are to be sold to Morten at a fair value to be determined and certified by a mutually agreed auditor. The fair value of the shares is to be based on the net asset value of NIL as at 2 December The valuation is to be carried out on the basis of Terms of Reference that are to be mutually agreed. On 27 November 2013, the Tribunal released Procedural Directions in which the Terms of References were set out. In the said Procedural Directions, the independent auditors that were to be appointed was mutually agreed to be Baker Tilly Consultancy (Singapore) Pte Ltd ( Baker Tilly ). Parties are in the process of negotiating the terms of engagement with Baker Tilly. In view of the above, the trial for S875, originally scheduled for January 2014 has been vacated by the High Court to a date to be fixed. Parties shall return to the High Court for a pre-trial conference on 10 April 2014 to update the courts on the progress with the independent auditors and/or take hearing dates for S875. Nevertheless, the Company remains of the view that the final valuation of the shares in NIL cannot be completed until and after the full and final determination of the issues in S875. The Company s solicitors have since filed an amended statement of claim in S875. The Company will make further announcement(s) as and when there are material developments on this matter. ii iii On 3 May 2013, the Company announced the completion of disposal of the Company s 70% shareholding in AMSM and AMSE. Both companies results were not consolidated into the Group s result for financial year 2013 based on the terms and condition of the Sale and Purchase Agreement that the disposal is effective from 1 January The Company announced on 26 February 2013 that its joint venture company with KS Energy Services Limited, Yakki International Pte Ltd entered into an agreement with Hercules Oilfield Services Ltd on 25 February 2013 for the sale of the liftboat, KS Titan 2, for the purchase price of US$42 million. Our share of the consideration will be 50% or US$21 million. Hence the Company has classified its jointly held liftboat, KS Titan 2, as assets classified as held for sale. The liftboat has been impaired by $1.9 million to approximate to its fair value in FY2012. The Company obtained the shareholders approval for the disposal of liftboat, KS Titan 2, at an Extraordinary General Meeting on 25 March Page 18 of 26

19 Equity The foreign currency translation reserve has decreased from $3.2 milliion as at 31 December 2012 to $2.6 million as at 31 December The improvement in foreign currency translation reserve was mainly due to the strengthening of US dollar against the Singapore dollar and the realisation of foreign exchange differences resulting from the disposal of liftboat, KS Titan 2, in March Non Current laibilities Total non-current liabilities decreased from $3.3 million as at 31 December 2012 to $2.8 million as at 31 December The decrease was mainly due to reversal of deferred tax provided for the liftboat, KS Titan 2 which was disposed in March Current liabilties Current liabilities (exclude liabilities directly associated with assets held for sale) decreased from $48.8 million as at 31 December 2012 to $36.1 million as at 31 December 2013 was mainly due to the repayment of borrowings. 9. Where a forecast, or a prospect statement, has been previously disclosed to shareholders, any variance between it and the actual results. Not applicable. 10. A commentary at the date of the announcement of the significant trends and competitive conditions of the industry in which the group operates and any known factors or events that may affect the group in the next reporting period and the next 12 months. While the offshore market is relatively stable, the general shipping industry is still plagued by overcapacity and volatile freight rates. Last year, the Group divested most of its interest in the chartering and engineering businesses. This year, we shall continue to divest our non-core business whenever suitable opportunities arise. We will concentrate on our core marine, offshore supply and logistics business and look for further opportunities throughout the Asia Pacific region. We shall continue to review our business operations so as to deliver quality products and efficient services to our customers, in a timely and cost effective manner, even in the current challenging market conditions. Page 19 of 26

20 11. Dividend (a) Current Financial Period Reported On Subject to the approval by the shareholders in the coming Annual General Meeting, the Board of Director proposed the following dividend: Name of Dividend: Final Dividend Type: Cash Dividend Amount per Share (in cents): $0.01 per ordinary share Tax Rate: One tier tax exempt (b) Corresponding Period of the Immediately Preceding Financial Year Any dividend declared for the corresponding period of the immediately preceding financial year? No dividend declared for the corresponding period of the immediate preceding financial year. (c) Date payable To be announced. (d) Books closure date To be announced 12. If no dividend has been declared/recommended, a statement to that effect. Not applicable. 13. If the Group has obtained a general mandate from shareholders for interested person transactions ( IPT ), the aggregate value of such transactions as required under Rule 920(1)(a)(ii). If no IPT mandate has been obtained, a statement to that effect The Group does not have a shareholders' general mandate for interested person transactions. Page 20 of 26

21 PART II - ADDITIONAL INFORMATION REQUIRED FOR FULL YEAR ANNOUNCEMENT (This part is not applicable to Q1, Q2, Q3 or Half Year Results) 14. Segmented revenue and results for business or geographical segments (of the group) in the form presented in the issuer s most recently audited annual financial statements, with comparative information for the immediately preceding year. BUSINESS SEGMENTS FY2013 Agency & Property Continuing Engineering Supply Logistics Charter Holding Elimination operation Discontinued Total S$ 000 S$ 000 S$ 000 S$ 000 S$ 000 S$ 000 S$ 000 S$ 000 Group revenue Total revenue from external customers 133,390 3,983 1, ,369 1, ,192 Inter-segment revenue 1, ,066 (4,678) Total revenue 135,211 4,774 1,519 2,543 (4,678) 139,369 1, ,192 Agency & Property Continuing Engineering Supply Logistics Charter Holding Unallocated operations Discontinued Totsl S$ 000 S$ 000 S$ 000 S$ 000 S$ 000 S$ 000 S$ 000 S$ 000 Group profit & (loss) Profit/(Loss) before interest, income tax, depreciation and amortisation 8, ,438 1,537 (1,323) 10,873 (1,060) 9,813 Interest income Interest expense (72) - - (415) (79) (566) - (566) Depreciation (690) (20) (288) (1,042) (39) (2,079) (14) (2,093) Amortisation (24) (24) - (24) Profit/(Loss) before income tax 7, , (1,361) 8,305 (1,074) 7,231 Income tax expense (1,165) (44) (39) (739) - (739) Profit/(Loss) for the year 6, , (1,400) 7,566 (1,074) 6,492 Page 21 of 26

22 BUSINESS SEGMENTS (Continued) FY2013 Agency/ Property Engineering Supply Logistics Charter Holding Discontinued Unallocated Consolidated S$ 000 S$ 000 S$ 000 S$ 000 S$ 000 S$ 000 S$ 000 Group assets and liabilities Segment assets 59,912 1,462 32,365 34, ,912 Unallocated corporate assets 12,118 12,118 Total assets 141,030 Segment liabilities 24, ,351 7,245 1,752-45,357 Unallocated corporate liabilities 4,581 4,581 Total liabilities 49,938 Other segment information Capital expenditures 2, ,019 Material non-cash items Trade receivables written off (36) (9) (45) Write back of allowance for doubtful trade receivables Write back of allowance for doubtful other receivables Gain on disposal of subsidiaries Allowamce for slow moving stock (279) (279) Page 22 of 26

23 BUSINESS SEGMENTS (Continued) FY2012 Agency & Property Continuing Engineering Supply Logistics Charter Holding Elimination operation Discontinued Total S$ 000 S$ 000 S$ 000 S$ 000 S$ 000 S$ 000 S$ 000 S$ 000 Group revenue Total revenue from external customers 116,898 3,598 1, ,649 17, ,690 Inter-segment revenue ,152 (2,730) Total revenue 116,971 4,103 1,546 2,759 (2,730) 122,649 17, ,690 Agency & Property Continuing Engineering Supply Logistics Charter Holding Unallocated operations Discontinued Total S$ 000 S$ 000 S$ 000 S$ 000 S$ 000 S$ 000 S$ 000 S$ 000 Group profit & (loss) Profit/(Loss) before interest, income tax, depreciation and amortisation 7, (6,151) (566) (1,732) (472) (881) (1,353) Interest income Interest expense (146) (2) (42) (609) (122) (921) - (921) Depreciation (680) (30) (1,610) (589) (39) (2,948) (285) (3,233) Amortisation (46) (46) - (46) Profit/(Loss) before income tax 6, (7,803) (1,764) (1,863) (4,314) (1,166) (5,480) Income tax expense (1,115) (84) (31) (796) - (796) Profit/(Loss) for the year 5, (7,450) (1,683) (1,894) (5,110) (1,166) (6,276) Page 23 of 26

24 BUSINESS SEGMENTS (Continued) FY2012 Agency/ Property Engineering Supply Logistics Charter Holding Discontinued Unallocated Consolidated S$ 000 S$ 000 S$ 000 S$ 000 S$ 000 S$ 000 S$ 000 Group assets and liabilities Segment assets 49,424 1,431 58,315 37,562 10, ,267 Unallocated corporate assets 5,117 5,117 Total assets 162,384 Segment liabilities 24, ,669 13,379 5,872-59,785 Unallocated corporate liabilities 7,201 7,201 Total liabilities 66,986 Other segment information Capital expenditures Material non-cash items Allowance for doubtful trade receivables (313) (50) (363) Allowance for doubtful other receivables Gain /(loss)on disposal of property, plant and equipment (20) - 43 Inventory written off (218) (218) Impairment loss on goodwill (2,130) - (2,130) Allowance for impairment in assets held for sale - - (4,332) (4,332) Allowance for impairment loss on property, plant and equipment (2,497) - - (2,497) GEOGRAPHICAL SEGMENTS Revenue Non-current assets FY2013 FY2012 FY2013 FY2012 GROUP S$ 000 S$ 000 S$ 000 S$ 000 Singapore 107,443 91,812 26,465 27,866 Australia 31,926 30,837 20,254 21,854 Others Continuing operations 139, ,649 46,719 49,725 Singapore- discontinued operations 1,823 17, , ,690 46,719 49,725 Page 24 of 26

25 15. In the review of performance, the factors leading to any material changes in contributions to turnover and earnings by the business or geographical segments. Please refer to item A breakdown of sales Continuing operations Discontinued operations* Continuing operations Discontinued operations* S$ 000 S$ 000 S$ 000 S$ 000 Sales reported for the first half 70,620 1,866 62,426 7,228 Operating profit/(loss) after tax before deducting non controlling interests reported for the first half 5,440 (828) 2,126 (349) Sales reported for the second half 68,749 60,223 9,813 Operating profit after tax before deducting non controlling interests reported for the second half 2,025 (141) (7,236) (817) * The Company is in the process of winding up its engineering division, therefore the Company has represented the income statement to show the discontinued operations separately from continuing operations. 17. A breakdown of the total annual dividend (in dollar value) for the issuer s latest full year and its previous full year. Dividend paid during the year: GROUP FY2013 S$ 000 FY2012 S$ 000 Special dividend to ordinary shares 5,020 - Interim dividend to ordinary shares 6,694 - Final dividend to ordinary shares - 1, ,714 1, Page 25 of 26

26 18. Disclosure of person occupying a managerial position in the issuer or any of its principal subsidiaries who is a relative of a director or chief executive officer or substantial shareholder of the issuer pursuant to Rule 704(13) in the format below. If there are no such persons, the issuer must make an appropriate negative statement. Name Age Tan Leh Hong 58 Family relationship with any director and/or substantial shareholder Sister of Executive Chairman, Tan Lay Ling Current position Details of changes in and duties, and the duties and position year the position held, if any, during was first held the year Director of a subsidiary; Year 1994 Not Applicable BY ORDER OF THE BOARD Bruce William Rann Executive Director/Chief Executive Officer 25 February 2014 Page 26 of 26