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

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1 TRIYARDS HOLDINGS LIMITED (CO. REG. NO.: 10555Z) Third Quarter Financial Statement And Dividend Announcement For the nine months ended PART I - INFORMATION REQUIRED FOR QUARTERLY (Q1, Q2 & Q3), HALF-YEAR AND FULL YEAR ANNOUNCEMENTS 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. (Amounts expressed in United States dollars) CONSOLIDATED INCOME STATEMENT 3 months ended 9 months ended Incr/ (decr) Incr/ (decr) US$ 000 US$ 000 % US$ 000 US$ 000 % (Consolidated) (Combined) (Consolidated) (Combined) Revenue 65, ,467 (61) 198, ,781 (30) Cost of sales (53,097) (148,214) (64) (163,118) (244,170) (33) Gross profit 12,633 21,253 (41) 35,274 40,611 (13) Other income, net (4) Administrative expenses (4,572) (2,737) 67 (10,765) (6,438) 67 Profit from operations 8,376 18,689 (55) 25,166 34,860 (28) Financial income Financial expenses (395) (815) (52) (1,773) (2,367) (25) Profit before tax 7,997 17,877 (55) 23,415 32,504 (28) Tax (452) (998) (55) (2,286) (1,154) 98 Profit after tax 7,545 16,879 (55) 21,129 31,350 (33) Attributable to: Owners of the parent 7,545 16,879 (55) 21,129 31,350 (33) 7,545 16,879 (55) 21,129 31,350 (33) The Company's admission to and listing on the Singapore Exchange Securities Trading Limited ("SGX-ST") was sponsored by Oversea-Chinese Banking Corporation Limited (the "Issue Manager"). The Issue Manager assume no responsibility for the contents of this announcement. The was formed through a restructuring exercise ("the Restructuring Exercise") in preparation for the Company's listing on the SGX-ST. Pursuant to the Restructuring Exercise Triyards Holdings Limited became the holding company of the. The applied the pooling of interest method of accounting for the business combination of entities and business under common control. The comparative figure reflects the results, financial position and cashflows of the as if the entities or businesses had always been combined since the date the entities or businesses had come under common control. nm not meaningful 1

2 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 3 months ended 9 months ended Incr/ (decr) Incr/ (decr) US$ 000 US$ 000 % US$ 000 US$ 000 % (Consolidated) (Combined) (Consolidated) (Combined) Profit after tax 7,545 16,879 (55) 21,129 31,350 (33) Other comprehensive income Other comprehensive income for the financial period, net of tax TOTAL COMPREHENSIVE INCOME FOR THE FINANCIAL PERIOD 7,545 16,879 (55) 21,129 31,350 (33) Total comprehensive income attributable to: Owners of the parent 7,545 16,879 (55) 21,129 31,350 (33) 7,545 16,879 (55) 21,129 31,350 (33) 2

3 Profit before tax was stated after (charging)/crediting:- 3 months ended 9 months ended Incr/ (decr) Incr/ (decr) US$ 000 US$ 000 % US$ 000 US$ 000 % (Consolidated) (Combined) (Consolidated) (Combined) Depreciation of fixed assets (1,539) (1,353) 14 (4,446) (3,960) 12 Fixed assets written off (44) - nm (44) - nm Interest income Exchange gain/(loss), net 175 (36) (586) nm 3

4 1(b)(i) 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 (Amounts expressed in United States dollars) Company 31 May 31 August 31 May 31 August US$ 000 US$'000 US$'000 US$'000 (Consolidated) (Combined) Non-current assets Fixed assets 94,174 89, Investments in subsidiaries ,968 -* Deferred tax assets 970 1, Current assets Inventories and work-in-progress 43,853 41, Trade receivables 56, , Other receivables 4,143 5, Other current assets 19,790 3, Balances due from - subsidiary , related companies 96,288 26, affiliated companies Cash and cash equivalents 10,832 7, , ,985 20, Current liabilities Trade payables 20,055 9, Other payables 51,345 19, ,358 Balances due to - subsidiary - - 8, ultimate holding company 3,796 2,096 1, related companies 60,373 82, Bills payable to banks 25,977 3, Bank term loans 21,239 49, Provision for tax 4,591 6, , ,526 10,687 1,471 Net current assets / (liabilities) 44,763 28,459 9,481 (1,460) Non-current liabilities Bank term loans (3,000) (13,655) - - NET ASSETS / (LIABILITIES) 136, , ,449 (1,460) EQUITY Share capital 193, ,802 -* Accumulated profits / (losses) 122, ,323 (2,353) (1,460) Capital reserve - 3, Merger reserve (179,347) TOTAL EQUITY / (CAPITAL DEFICIENCY) 136, , ,449 (1,460) *Denote less than US$1,000 1(b)(ii) Aggregate amount of group s borrowings and debt securities 31 August Secured Unsecured Secured Unsecured US$'000 US$'000 US$'000 US$'000 Amount repayable in one year or less, or on demand 21,162 26,054 45,453 7,251 Amount repayable after one year 3,000-13,655 - Details of any collaterals The group's borrowings are secured by way of legal mortgage on the property, plant and machinery and assignment over the benefits arising from shipbuilding contract including the work in progress, first ranking security over the earnings account vessel under construction. 4

5 1(c) A statement of cashflows (for the group), together with a comparative statement for the corresponding period of the immediately preceding financial year (Amounts expressed in United States dollars) 3 months ended 3 months ended 9 months ended 9 months ended US$'000 US$'000 US$'000 US$'000 (Consolidated) (Combined) (Consolidated) (Combined) Cash flows from operating activities Profit before tax 7,997 17,877 23,415 32,504 Adjustments: Depreciation of fixed assets 1,539 1,353 4,446 3,960 Fixed assets written off Unrealised exchange (gain)/loss (92) 33 (119) (195) Interest expense ,773 2,367 Interest income (16) - (3) (22) (11) - Operating profit before working capital changes 9,867 20,075 29,537 38,625 (Increase)/decrease in: Inventories and work-in-progress 4,702 6,861 5,331 1,242 Trade receivables 4,819 23,946 60,033 (1,208) Other receivables and other current assets (9,121) (18,152) (15,103) (18,205) Due from ultimate holding company 149 (36,826) - (36,826) Due from related companies (19,266) (31,612) (69,714) (76,357) Due from affiliated companies 1,528 - (779) 12 Increase/(decrease) in: Trade payables 9, ,937 2,727 Other payables (42,408) 19,749 31,577 15,903 Due to ultimate holding company 281 (1,174) 1,700 (5,804) Due to related companies 4,244 30,576 (11,766) 73,298 Cash (used in)/generated from operations (35,709) 13,523 41,753 (6,593) Interest paid (395) (815) (1,773) (2,367) Interest income received Tax paid (2,604) (2,214) (4,132) (2,897) Net cash (used in)/generated from operating activities (38,692) 10,497 35,870 (11,846) Cash flows from investing activities Purchase of fixed assets (4,662) (2,275) (16,304) (10,303) Net cash used in investing activities (4,662) (2,275) (16,304) (10,303) Cash flows from financing activities Proceeds from bank term loans and bills payable 31,147 11,399 78,832 48,745 Repayment of bank term loans and bills payable (43,919) (16,809) (94,952) (26,536) Net cash (used in)/generated from financing activities (12,772) (5,410) (16,120) 22,209 Net (decrease)/increase in cash and cash equivalents (56,126) 2,812 3, Effects of exchange on cash and cash equivalents 66 (22) Cash and cash equivalents at beginning of financial period 66,892 2,354 7,324 4,884 Cash and cash equivalents at end of financial period 10,832 5,144 10,832 5,144 5

6 1(d)(i) 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 (Amounts expressed in United States dollars) Attributable to owners of the parent (Combined) Share capital Accumulated profits Capital reserve Merger reserve Total equity attributable to owners of the parent US$'000 US$'000 US$'000 US$'000 US$'000 Balance at 1 September ,214 3,672-60,889 Total comprehensive income for the financial period - 31, ,350 Balance at 3 88,564 3,672-92,239 (Consolidated) Balance at 1 September 3 101,323 3, ,998 Total comprehensive income for the financial period - 21, ,129 Adjustment arising from Restructuring Exercise (3) - (3,672) (179,347) (183,022) Issuance of new ordinary shares 193, ,802 Total transactions with owners in their capacity as owners 193,799 - (3,672) (179,347) 10,780 Balance at 193, ,452 - (179,347) 136,907 Company Attributable to owners of the parent Accumulated Share capital losses Total Equity US$'000 US$'000 US$'000 Balance at 1 September Total comprehensive income for the financial period Issuance of new ordinary shares -* - - Balance at Balance at 1 September -* (1,460) (1,460) Total comprehensive income for the financial period - (893) (893) Issuance of new ordinary shares 193, ,802 Balance at 193,802 (2,353) 191,449 *Denote less than US$1,000 6

7 1(d)(ii) Details of any changes in the company's share capital arising from rights issue, bonus issue, share buybacks, 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 Pursuant to the Restructuring Agreements dated 31 August, during the current financial period reported, Triyards Holdings Limited ( Triyards ) has issued 295,008,912 number of shares to Ezra Holdings Limited as an aggregate consideration for the acquisition of the following subsidiaries and the interests in the following companies carrying on the engineering and fabrication business, as follows: (a) The entire issued and paid-up share capital of Triyards Vietnam Limited (including its subsidiaries, Gulfstream Management Limited, Saigon Shipyards Company Limited and Saigon Offshore Fabrication and Engineering Limited), comprising 2,500 ordinary shares in the capital of Triyards Vietnam Limited for a consideration of 192,609,859 number of new shares in Triyards on 1 October ; (b) The entire issued and outstanding membership interest of Triyards Properties LLC comprising a capital contribution of US$1,000 in Triyards Properties LLC for a consideration of 1,216,670 number of new shares in Triyards on 5 October ; and (c) The entire issued and paid-up share capital of Lewek Hercules Pte. Ltd. comprising 1 ordinary shares in the capital of Lewek Hercules Pte. Ltd. for a consideration of 17,434,004 number of new shares in Triyards on 1 October. (d) A wholly-owned subsidiary of Triyards, Triyards Houston LLC, has also acquired certain equipment and assets from Triyards LLC for a consideration 4,608,276 number of new shares in Triyards on 1 October. (e) Triyards has capitalised intercompany amounts owing to Ezra Holdings Limited amounting to US$10.2 million by way of issuance of 79,140,102 number of new shares in the Company to Ezra Holdings Limited on 12 October. The Company was incorporated on 27 April. 1(d)(iii) To show the 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 The Company s total issued shares excluding treasury shares is 295,008,913 ordinary shares as at (31 August : 1 ordinary share). 1(d)(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 have not been audited or reviewed by the auditors. 3. Where the figures have been audited or reviewed, the auditors report (including any qualifications or emphasis of a matter) Not applicable. 7

8 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 has applied the same accounting policies and methods of computation in the preparation of the financial statements for the nine months ended as the most recently audited financial statements for the financial year ended 31 August ( FY12 ). 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 The has adopted the new and revised FRSs and Interpretation of FRS (INT FRS) that are effective for annual periods beginning on or after 1 September. The adoption of these new/revised FRS and INT FRSs did not have material effect on the financial performance or position of the. 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: - 9 months ended 9 months ended Net profit attributable to owners of the parent (US$ 000) 21,129 31,350 (*) Weighted average number of ordinary shares on issue for calculation of ( 000): - Basic earnings per share 259, ,384 (**) - Diluted earnings per share 259, ,384 (**) Earnings per ordinary share ( EPS ) (US cents) of the : (a) Based on the weighted average number of ordinary shares on issue (b) On a fully diluted basis (*) Based on Combined Financial Statement (**) Based on the assumption that shares had been issued as at 7. Net asset value (for the issuer and group) per ordinary share based on 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 Net asset value per ordinary share (US cents) As at 31 May As at 31 August As at 31 May Company As at 31 August (*) n.m.(**) (*) Based on the assumption that the shares, pursuant to the restructuring exercise as disclosed in the Introductory Document dated 31 August, had been issued as at 31 August. The computation of net assets is based on Combined Financial Statements as disclosed in FY12 Annual Report of the Company. (**) Not meaningful to present, as there was only 1 ordinary share on issue as at 31 August. 8

9 8. 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 (b) any material factors that affected the cash flow, working capital, assets or liabilities of the group during the current financial period reported on REVIEW OF PERFORMANCE: Revenue 9 months ended ( 9M13 ) The 's revenue decreased by US$86.4 million (30%) for 9M13 when compared to the corresponding period for the nine months ended ( 9M12 ), mainly due to lower revenue recognised for the construction of subsea construction vessel, Lewek Constellation. The decrease was partially offset by the revenue recognised for three self-elevating unit ( SEU ) projects which started construction during the first half of the financial year. Revenue recognised is based on percentage of completion. 3 months ended ( 3Q13 ) The s revenue decreased by US$103.7 million (61%) for 3Q13 when compared to the corresponding period for the three months ended ( 3Q12 ), mainly due to lower revenue recognised for the construction of subsea construction vessel, Lewek Constellation. Construction progress of Lewek Constellation was peaked during the second half of FY12. At end of 3Q13, Lewek Constellation was in her final stage of construction. The decrease was partially offset by the revenue recognised for three SEU projects which started construction during the first half of the financial year, the progress of which has accelerated during the 3Q13. Gross profit 9 months ended ( 9M13 ) The s gross profit decreased from US$40.6 million in 9M12 to US$35.3 million in 9M13, mainly due to decrease in revenue during the financial period. Gross profit margin increased from 14% in 9M12 to 18% in 9M13, mainly due to: (i) Certain SEU projects which commenced production during the year achieved profit margin, higher than budgeted as a result of certain cost saving achieved from fabrication as well as procurement of material and equipment; (ii) The additional work performed on one of the OSV projects; (iii) Completion of two ship repair projects; and (iv) Completion of one of the offshore fabrication projects during the 9M13. 3 months ended ( 3Q13 ) The s gross profit decreased from US$21.3 million in 3Q12 to US$12.6 million in 3Q13, mainly due to decrease in revenue during the financial period. Gross profit margin increased from 13% in 3Q12 to 19% in 3Q13, mainly due to: (i) Certain SEU projects which commenced production during the year achieved profit margin, higher than budgeted as a result of certain cost saving achieved from fabrication as well as procurement of material and equipmentthe additional work performed on one of the OSV projects; (ii) Completion of two ship repair projects; and (iii) Completion of one of the offshore fabrication projects during the 3Q13. 9

10 REVIEW OF PERFORMANCE (CONT D): Other income, net 3 months ended ( 3Q13 ) Other income marginally increased from US$0.2 million in 3Q12 to US$0.3 million in 3Q13, mainly due to increase in sale of scrap during 3Q13, generated largely from fabrication and repair of SEUs and OSVs.. Administrative expenses The administrative expenses increased by US$4.3 million and US$1.8 million in 9M13 and 3Q13 respectively, mainly due to the following: (i) (ii) (iii) Increase in personnel expenses as a result of transfer of certain engineering personnel from certain subsidiaries of Ezra Holdings Limited in accordance with the restructuring exercise stated in the Introductory Document dated 31 August ; Listing-related and continuing listing expenses; and Management fee charged by the ultimate holding company and IT services fee charged by one of the related companies. Financial expenses The decrease in financial expenses in both periods was in line with the repayment of bank term loans used to finance capital expenditure as well as working capital for the projects performed during the financial period. Profit before tax Profit before tax for 9M13 and 3Q13 decreased by US$9.1 million (28%) and US$9.9 million (55%) respectively, compared to 9M12 and 3Q12, mainly due to the following factors: (i) Decrease in gross profit which was mainly due to lesser amount of revenue recognised on Lewek Constellation Project compared to corresponding periods of FY12; and (ii) Increase in administrative expenses which was mainly due to higher personnel expenses as a result of restructuring exercise, listing-related and continuing listing expenses, management fees, and IT services fee. This was partially offset by decrease in financial expenses in line with repayment of bank loans and higher gross profit achieved by certain SEU projects under construction during the period of FY13. Tax Tax expense in 9M13 and 3Q13, amounting to US$2.3 million and US$0.5 million respectively, mainly relates to the corporate tax expense of the Company and its subsidiaries and withholding tax expense incurred in relation to the consultancy services procured by Vietnam entities from overseas. The lower tax expense of 9M12 was due to one-off tax rebate in 9M12. One of the s subsidiaries in Vietnam is entitled to tax incentive under Vietnam s investment scheme which entitles to exemptions from income tax for a period up to 15 years from the first year of operation, at varying concessionary tax rates. 10

11 REVIEW OF STATEMENT OF FINANCIAL POSITION AND CASH FLOWS: Non-current assets The increase in non-current assets was mainly due to the following capital expenditure incurred in 9M13: (i) Improvement to shoreline and jetty at one of the shipyards in Vietnam which was completed in 3Q13; (ii) Conversion and refit of load out barge to floating dock; and (iii) Purchase of operating equipment for the two yards in Vietnam. This was partly offset by depreciation charges as well as reclassification of certain assets under construction to work in progress. Current assets The increase in current assets was mainly due to:- (i) (ii) (iii) Increase in inventories and work-in-progress resulted from the commencement of construction of the SEU projects during the current financial period; Increase in other current assets, which mainly relates to advance payments made to certain suppliers and contractors with regards to construction of assets as well as for vessel construction projects; and Increase in receivable from related companies, which mainly relates to Lewek Constellation project. The above increases were partially offset by decrease in trade receivables due to receipt from customers. Current liabilities The increase in current liabilities was mainly due to:- (i) (ii) (iii) Increase in trade payables which mainly relates to purchases of materials and equipment used for new SEU projects which commenced construction during the financial period; Increase in other payables, mainly relating to advance billing in respective of Lewek Constellation project; and Increase in bills payable which mainly relates to financing the working capital for new SEU projects which commenced construction during the financial period. The above increases were partially offset by decrease in balance due to related companies, repayment of bank term loans and lower provision for income tax. Non-current liabilities The decrease in non-current liabilities was due to reclassification from non-current liabilities to current liabilities. The non-current liabilities relates to bank loan to finance the acquisition and construction of the assets. Equity The increase in shareholders' equity was due to profit generated during the financial period and increase in share capital by issuance of 295,008,912 number of shares to Ezra Holdings Limited in October, as an aggregate consideration for the acquisition of certain subsidiaries and the interests in certain companies of Ezra Holdings Limited. This was offset by merger reserve, resulting from the restructuring exercise. 11

12 REVIEW OF STATEMENT OF FINANCIAL POSITION AND CASH FLOWS (CONT D): Cash flows 9 months ended ( 9M13 ) The increase in cash and cash equivalents during the period of 9M13, as compared to the corresponding period of 9M12, was mainly due to receipts from customers, for certain OSV projects delivered and certain SEU projects which commenced construction during the financial period. This was partially offset by:- (i) (ii) Repayment of bank loans which was used for financing of acquisition and construction of assets as well as for working capital financing for projects undertaken; and Payment of capital expenditure incurred, mainly relating to improvement to shoreline and jetty at one of the shipyards in Vietnam, conversion of load out barge into floating dock and purchase of certain equipment for both yards in Vietnam. The net cash flow from operating activities improved by US$47.7 million in 9M13 compared to 9M12, mainly due to receipts from customers, for certain OSV projects delivered and certain SEU projects which commenced construction during the financial period. 3 months ended ( 3Q13 ) The decrease in cash and cash equivalents during the period of 3Q13, as compared to the corresponding period of 3Q12, was mainly due to:- (i) (ii) (iii) Cash used in operations mainly for Lewek Constellation project and certain SEU projects which commenced construction during the financial period; Repayment of bank loans which was used for financing of acquisition and construction of assets as well as for working capital financing for projects undertaken; and Payment of capital expenditure incurred, mainly relating to improvement to shoreline and jetty at one of the shipyards in Vietnam, conversion of load out barge into floating dock and purchase of certain equipment for both yards in Vietnam. Financial ratios The 's net debt to equity ratio (defined as ratio of total external indebtedness (net of cash and cash equivalents) owing to bank and financial institutions to shareholders' equity) decreased from 0.6 to 0.3, in 3Q13 compared to FY12. Approximately 64% of the borrowings as at relates to working capital financing. 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 The is cautiously optimistic that the outlook on the oil and gas industries will be positive in the next 12 months, barring any unforeseen circumstance that may arise to destabilise the current financial market and global economy. Demands for medium to large sized offshore support vessels and self-elevating units are expected to continue to be good. The remains committed to its strategy of constructing advanced OSVs and SEUs. 12

13 11. Dividend (a) Current Financial Period Reported On Any dividend declared for the current financial period reported on? No. (b) Corresponding Period of the Immediately Preceding Financial Year Any dividend declared for the corresponding period of the immediately preceding financial year? No. (c) Date payable Not applicable. (d) Books closure date Not applicable. 12. If no dividend has been declared/recommended, a statement to that effect No dividend has been declared or recommended for the current financial period reported on. 13. If the has obtained a general mandate from shareholders for IPTS, 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. Aggregate value of interested person transactions, pursuant to the IPT mandate obtained on 20 September and renewed on 31 December, is as follows. Name of interested person Revenue (Recognised) Aggregate value of all interested person transactions during nine months of FY (excluding transactions less than US$100,000 and transactions conducted under shareholders mandate pursuant to Rule 920 of the SGX-ST Listing Manual) US$ 000 Aggregate value of all interested person transactions conducted under shareholders mandate pursuant to Rule 920 of the SGX-ST Listing Manual during nine months of FY (excluding transactions less than US$100,000) US$ 000 Lewek Constellation Pte Ltd 76,716 Lewek Victory Shipping Pte Ltd 7,700 Emas Offshore Services Pte Ltd 4,226 Emas Offshore Construction & Production Pte Ltd 3,643 EMAS-AMC Pte Ltd 773 Purchase of Goods and Services Triyards LLC 126 Ezra Holdings Ltd 673 Ezra Marine Services Pte Ltd 37,593 EMAS IT Solutions Pte Ltd

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