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OUR MISSION
To create superior value for our stakeholders through advanced membrane technology.
OUR VALUES
We embody the entrepreneurial spirit, daring to dream with the aim to excel.
We are committed to enhancing the environment and delivering innovative solutions, executed with the
utmost professionalism and integrity.
We value our partnerships with our collaborators and customers; and every employee and
his contribution.
In 2002, the Hyflux Group underwent a strategic corporate rebranding exercise. Armed with a fresh Corporate Identity, Hyflux now
has a new look which encapsulates the leading technology behind the brand. It represents the passion, professionalism and
performance increasingly associated globally with the name of Hyflux. Its So Clear, the new company tagline, is not only pertinent
to the Groups main business of water treatment, but also signals Hyflux as clearly the partner of choice in its industries. Creative
and sophisticated, Hyfluxs new branding is the perfect companion for its rising international stature.
In late 2001, PUB invited tenders for the first two municipal
NEWater plants at Bedok and Kranji. Of these, Hyflux won the tender
for the NEWater plant at Bedok, which also forms part of the
NEWater Visitor Centre. In the third quarter of 2002, PUB invited
tenders for the third NEWater plant at Seletar. Hyflux again won this
contract worth some S$27.8 million. Apart from being the biggest
project that we have secured in 2002, the key significance of this
project is that our own in-house developed UF membrane system
has been accepted by PUB for use in the Seletar NEWater plant.
P.02.
03
The success of our company is a result of the steadfast support we received from you,
our shareholders, customers, suppliers and business partners all these years.
I wish to thank you and I look forward to your continued support in 2003 and beyond.
The sales and profits achieved in 2002 were at an all-time high, yielding
a return on equity (ROE) of 23% and a 58% growth in earnings per
share (EPS). This is despite the continued investment in our business
infrastructure and share issues from private placement through the
Hyflux Employee Share Option Scheme. The year also recorded a
healthy year-end balance sheet with a relatively low debt to equity
ratio of 0.14. This means we have considerable debt capacity that
we can tap on in the future to fund our growing business.
OUTLOOK
BOARD OF DIRECTORS
Ms Lum is the Managing Director, founder, Group CEO and President of the Hyflux Group.
She worked as a chemist for three years with Glaxo Pharmaceuticals Pte Ltd before leaving
to start up Hydrochem (S) Pte Ltd in 1989. Managing the Group for more than ten years now,
she is the main driving force behind the Groups growth and business expansion and decides
on its strategies, policies and corporate direction. A nominated Member of Parliament since
July 2002, Ms Lum also holds several positions in the public service. She is a board member
of SPRING Singapore as well as Singapores representative to the APEC Business Advisory
Council (ABAC) and a member in the SME Get-Up Committee. Ms Lum has a Bachelor of
Science (Hons) degree from NUS.
EXECUTIVE VICE PRESIDENT
DEIRDRE MURUGASU
Dr Murugasu is the Chief Operating Officer and Executive Vice President of the Group.
She worked for nine years with the Ministry of Health before joining Hyflux in 1996. Her last
appointment there was as a specialist in Family Medicine. Her previous appointment in
Hydrochem was as Head of Business Development, for which she was responsible for
development, application and marketing of new products and services of the Group to
relevant market sectors. Her current appointment as the Group COO entails overseeing
the Groups operations, including day to day operations, sales and marketing. Dr Murugasu
is also a director in three other companies in Singapore. She holds a Masters of Medicine
(Family Medicine) from NUS.
EXECUTIVE VICE PRESIDENT
Mr Foo is Executive Director and Executive Vice President for Special Projects. He worked
as a Sales Manager for Multico System Engineers Pte Ltd, a construction equipment and
building materials company, for eight years before joining Hyflux in 1998. Mr Foo is in
charge of the Groups special projects, which require intensive management expertise and
structured planning. With more than 15 years of marketing and sales experience behind
him, he also takes on marketing and sales of the Groups products and services. Mr Foo
holds a Bachelor of Engineering degree from NUS.
P.04.
NON-EXECUTIVE DIRECTOR
Mr Gay was appointed Non-executive Director of the Group on 3rd August 2001. Currently
Deputy Chairman/ CEO of 2G Capital Pte Ltd, he was JIT Groups Group Executive Director
and MD to the various JIT companies in Singapore and overseas during the four years he
was there. Mr Gay holds directorships in a number of companies in Singapore. He holds
honours degrees in Electronic Engineering from Royal Military College of Shrivenham, UK
and in Economics from University of London, as well as a Masters in Business Administration
from NUS. He also attended the Royal Military Academy (RMA) in Sandhurst and was
awarded Best Overseas Student.
INDEPENDENT DIRECTOR
Mr Lee was appointed Independent Director of the Group on 19 December 2000. A CPA
with memberships to ICPAS and Institute of Chartered Accountants in England and Wales,
he is a partner in a public accounting firm in Singapore. He has more than 20 years of
experience in accounting, auditing, taxation and company secretarial work. Mr Lee holds
directorships in a number of other companies in Singapore.
INDEPENDENT DIRECTOR
Mr Teo was appointed Independent Director of the Group on 19 December 2000. A lawyer
with more than 19 years of experience in legal practice, he is currently a senior partner of
Shook Lin & Bok, a firm of advocates and solicitors, heading its corporate finance and
China practice groups. He specialises in corporate finance, international finance and
securities and has advised listed companies extensively on corporate law and compliance
requirements. Mr Teo holds directorships in a number of other companies in Singapore.
05
SENIOR MANAGEMENT
Mr Lim is Executive Vice President, Chief Financial Officer and Company Secretary for the
Group. He is responsible for the Groups financial and corporate secretarial affairs. Mr Lim
has over 20 years of experience in industry and in banking. Prior to joining the Group in
2000, he held senior managerial positions in finance, corporate secretarial functions and
human resources with major American MNCs and a leading local bank. Mr Lim graduated
with a degree in accountancy from the University of Singapore and holds a MBA from
National University of Singapore. He is a non-practising member of the Institute of Certified
Public Accountants.
CHRISTOPHER MURUGASU
Mr Murugasu is Senior Vice President for Corporate Services. He is responsible for the
Groups human resource, procurement, information technology and general administration
functions. Prior to joining Hyflux in August 2001, Mr Murugasu accumulated over 15 years
of experience in the public sector well as with a foreign bank. He holds an honours degree
in Computing Science from Imperial College and a Masters degree from the London School
of Economics.
Mr Hurn is Senior Vice President for Structured Projects. Prior to joining Hyflux, he worked
for more than 10 years in the power industry, initially in the construction of power stations
and later in the development and financing of independent power projects. Mr Hurns current
position with Hyflux is to lead development for the Groups subsidiary, Hyflux Engineering,
which invests in the growing market of privately financed water projects and other process
industries that utilise Hyfluxs membrane technologies. He holds a Masters degree from
Cambridge University, UK.
GRACE GOH
Ms Goh is the Vice President for Finance. She joined the Group in August 2002 and is
responsible for the financial management, internal controls and accounting functions of
the Group. Ms Goh has more than 15 years of experience in external audit, financial
management and control, internal audit and human resource administration with both
MNCs and SMEs. She has worked in Singapore, China, Hong Kong and the United States.
She holds a Degree in Accountancy from the University of Singapore and an MBA from the
University of Wales and Manchester Business School (UK). Ms Goh is also a Certified
Internal Auditor and non-practicing member of the Institute of Certified Public Accountants
of Singapore.
P.06.
Mr Lee is Vice President for Operations. He is responsible for the Groups overall operations.
Mr Lee has over 18 years of experience in the Automation and Control business and held
senior managerial positions with MNCs covering a wide range of industries including
Petrochemicals, Oil and Gas, Power, Water Treatment, Construction Materials, Pulp and
Paper, and Food. He also worked overseas in China, Hong Kong and Thailand for eight
years. Mr Lee holds a Bachelors degree in Electrical and Electronic Engineering from
Nanyang Technological University of Singapore.
Mr Chong is Senior Vice President for Hyfluxs operations in China. He has over ten years
of experience in setting up companies and managing operations overseas. Mr Chong had
established and managed operations in Ho Chi Minh City, Shanghai, Tianjin, Budapest,
Zhuhai, Shenzhen and Hong Kong. Mr Chong holds a Bachelor of Engineering (Civil) from
the Royal Military College (UNSW), Australia. He is also a graduate of the Royal Military
College of Science (Shrivenham), UK and has a GDFM from Singapore Institute of
Management.
GE WEN YUE
Mr Ge is Vice President for Business Development and the General Manager of Hydrochem
Engineering (Shanghai) Co. Ltd. He joined Hydrochem in 1994. Being a pioneer in the
China operations, he is also responsible for overseeing the research, development and
sales of membrane technology in China. He holds a Bachelor of Chemistry degree from
Shanghai Science and Technology University.
GU JIA LONG
Mr Gu is Vice President for Finance and Administration and the Vice General Manager of
Hydrochem Engineering (Shanghai) Co. Ltd. He joined the Group in 1999 and is responsible
for the daily operations, financial jurisdiction and general administration of Hydrochem.
Mr Gu has more than 36 years of experience in a wide range of industries. Having headed
chemical factories and institutions and development companies, he has also covered
portfolios in finance and human resource.
07
CORPORATE MILESTONES
MAY
2002
APRIL
APRIL 2003
OCTOBER 2002
FEBRUARY 2003
SEPTEMBER 2002
2003
DECEMBER 2002
JUNE 2002
Hyfluxs Strategic
Corporate Brand Redevelopment
MAY 2002
NOVEMBER 2002
P.08.
09
FINANCIAL HIGHLIGHTS
$000
1998
1999
2000
2001
2002
Turnover
Profit Before Tax and Minority Interest
Minority Interest
Profit Attributable to Shareholders
6,391
1,058
681
6,929
430
79
20,759
8,631
6,370
27,235
9,447
5
7,355
45,267
11,603
402
12,261
Non-current Assets
Net Current Assets
Non-current Liabilities
Shareholders Equity
Minority Interests
332
1,644
284
1,719
795
(12)
482
310
4,861
4,867
597
9,131
15,066
21,163
1,513
31,366
3,350
18,517
42,784
4,892
53,915
2,494
1.17
0.47
0
0.21
0.05
0
6.3
4.4
0.6
15.6
3.38
0.5
21.3
5.33
1.0
10.7%
39.6%
1.1%
25.5%
30.7%
69.8%
12%
27.0%
23.4%
10%
27.1%
22.7%
10%
S$MILLIONS
S$MILLIONS
50
50
45
45
40
40
35
35
30
30
25
25
20
20
15
15
10
10
Others
98
99
00
01
China
Singapore
98
02
99
00
01
02
S$MILLIONS
12
11
10
9
8
7
6
48%
82%
18%
4
3
02
01
52%
GROUP TURNOVER (%)
BY SEGMENT
Municipal
Industrial
98
99
00
PBT (S$MILLIONS)
01
02
OPERATIONS REVIEW
MARKETING REVIEW
Group sales grew by 66% to $45.3 million in 2002. Both our core markets of Singapore and China posted growth of 113% and 60% to
$23.9 million and $19.8 million respectively.
In Singapore, most of our sales were to the municipal sector where we won two new projects, each with a contract value of $27 million.
As a result, municipal sales accounted for about 48% of total sales in 2002, up from about 18% a year ago while Singapore regained its
position as our largest market with a 53% share of our total sales.
In China, we continued to focus on the industrial market, serving customers particularly in the biotechnology and the pharmaceuticals
sectors. This culminated in our securing our largest industrial project of US$15.4 million to supply the process plant for an organic acid
manufacturing facility. Thus despite the weak industrial market in Singapore, our industrial sales were still up by 5% to $23.5 million.
ORGANISATION REVIEW
Our staff strength rose from 257 at the beginning of the year to 352 at year-end. As a result, personnel expenses were up by 44% to
$6.9 million in 2002. Most of the increase was in our engineering, technical, sales and marketing teams at our Singapore and our Shanghai
operations.
NUMBER OF EMPLOYEES AS AT 31 DECEMBER
2001
2002
Singapore
Shanghai
Hangzhou and Ningbo
82
85
90
169
105
78
Total
257
352
FINANCIAL REVIEW
TURNOVER
Turnover grew by 66% to S$45.3 million compared to FY2001. The increase came primarily from municipal sales in Singapore from the
completion of Bedok NEWater project and the award of two new contracts during the year the raw water treatment plant at Chestnut
and the NEWater plant at Seletar. Municipal sales jumped by 352% to S$21.8 million in FY 2002, compared to S$4.8 million a year ago.
Industrial sector turnover of S$23.5 million was 5% higher than that achieved in FY2001. China registered a 60% increase in industrial
sales to S$19.8 million, boosted by sales growth in the biotechnological and pharmaceutical industries. Partially offsetting these growth
was the fall in Singapore industrial sales resulting from the slow recovery from the industrial sectors.
PROFIT
The group registered profit after tax of S$12.3 million, a year on year increase of 67%. The higher profit after tax was largely due to
strong growth in the groups two main core markets in Singapore and China, which recorded a growth of 113% and 60% respectively.
By geographical segments, net margin from operations for the Singapore and China markets average 21% and 36% as against 31% and
38% respectively in 2001. The lower margins were attributed to the higher municipal sales in Singapore and the expansion of engineering,
technical, sales and marketing functions in both the Singapore and Shanghai offices. In absolute terms, however, group profit from
operations grew by 29% to S$12.1 million. Partially offsetting the increase in business, selling, administrative and financial expenses was
the fall in tax expense of S$2.1 million arising from the tax incentives enjoyed by the Company and its subsidiary in Shanghai, China.
Through prudent fiscal planning, the Group was able to continue to forge ahead in its competitive core markets while maintaining net profit
margin at last years 27%.
P.10.
11
For FY2002, net cash generated from operating activities amounted to S$3.4 million compared to net cash used in operations of
S$4.6 million in FY2001. The substantial increase in cash generated from operating activities came primarily from profits generated
from operations and the reduction in working capital requirements. For the investing and financing activities, the group raised a total of
S$17.6 million from a private equity placement and bank loans. Partially offsetting the cash inflows were the payment of dividends of
S$1.83 million and a total of S$6.1 million in purchases of fixed assets, development of intellectual properties and a long-term investment.
As at 31 December 2002, the groups cash balance stood at S$17.1 million, S$13.5 million higher than that of FY2001.
EARNINGS PER SHARE (EPS)
EPS for FY2002 was 5.33 cents, up 58% from 3.38 cents in FY2001. The higher EPS was a result of a significantly higher profit after tax
in FY2002, which more than offset the increase in issued shares arising from the private share placement and bonus issues.
Shareholders fund ended the year up S$22.5 million to S$53.9 million, enhanced by private shares placement and retained profits.
Debt equity ratio stood at 0.14, up from 0.09 in FY2001.
RISING
TO A
CRESCENDO
P.12.
13
CARRIED ON A CREST
After a year buoyed by success, Hyflux took a giant step into the
big league by landing Singapores first seawater desalination project
awarded by PUB, worth S$250 million. This landmark deal aims to
supply 136,000 cubic metres of desalinated water a day when
completed in 2005. The plant will have the capacity to meet some
10% of the islands water needs.
The consortium Singspring will build, own and operate the plant,
with Hyflux owning a 70% stake in the consortium and partnering
Ondeo. Singspring has the strength and stability of an internationally
recognised company, and the flexibility and local knowledge
afforded by a home-grown specialist. The Hyflux Group expects to
secure contracts worth at least S$100 million in engineering,
construction and procurement activities largely from the supply
of Hyfluxs proprietary membrane systems. Recurring income is also
expected from operations and maintenance activities until 2025.
MAKING WAVES
IN THE REGION
P.14.
15
GATHERING MOMENTUM
W ith continual growth in the scope and complexity of its
projects and operations, Hyflux is fast becoming a major player in
Asia Pacifics water industry.
Of the four major water treatment contracts awarded in Singapore
between December 2001 and January 2003, Hyflux was successful
in tendering for and clinching three of them the two NEWater
plants at Bedok and Seletar, and Chestnut Avenue Waterworks,
a raw water treatment plant.
With the Singapore government singling out four national taps
direct import of water, local water sources, NEWater and desalination
to ensure long term supply of water for the country, Hyflux is now
playing a pivotal role in the development of the latter three. This is
testament to the capabilities and direct competitiveness of the
Group. It also highlights Hyfluxs technical competence and
management strength to take on large scale municipal projects.
For a project as significant as the Bedok plant, one involving the
production of NEWater and bearing implications for Singapores
future water sufficiency, it was an impressive feat for Hyflux, a homegrown company, to deliver the project in record time.
The Bedok NEWater plant is now fully equipped with an advanced
dual membrane and UV disinfection system built by Hyflux to
rigorous specifications, and showcased to the public by a gleaming
Bedok NEWater Visitors Centre which provides a clear view of the
plants design and operations .
Securing Singapores first seawater desalination project will prove to
have even broader implications for Hyflux. Not only a deal of landmark
size, this project will position Hyflux as a strategic player in Singapore,
showing the way to large municipal projects in the future, and put the
Group on firm footing to expand into Asia and beyond.
Despite highly competitive tenders for the project from global players,
Singspring was selected as it was able to offer the lowest price for
desalinated water over a 20-year period, while fully meeting the
comprehensive technical and performance standards. As the
designer, builder, operator and investor for the project, the Group is
able to offer the most reliable and optimised Build-Own-Operate
(BOO) solution. In fact, this venture is Asias very first project-financed
30MGD water deal. Indeed, Singspring is proud to be able to transform
the promise of desalination into a sustainable reality in Singapore.
Previously mostly out of bounds due to the limited capital of the young
company, this award will provide the Group with the critical mass to
compete against international heavyweights for foreign projects in
the future a market estimated to be worth US$400 billion annually.
SIMPLY KRISTAL CLEAR
CLEARLY A
P.16.
1.
17
2.
WAVES OF INNOVATION
At present, Singapores water supply is collected through three main
sources, also known as the three taps. They are namely: (a) water
catchment areas like the local reservoirs, (b) importation of water
and (c) new alternative sources like NEWater. In 2005, the nations
very first desalination plant will become the fourth tap to meet the
increasing demand of water consumption.
The Group is always searching for new and cutting edge technologies
to meet modern, escalating water needs, through the spirit of
entrepreneurial endeavour.
P.18.
19
Since 1989, Hyflux has successfully partnered with more than 200
clients from Asia Pacific and Africa. International players have singled
out Hyflux as a preferred partner for their flagship projects due to
the Groups outstanding professionalism and world wide recognition
of its capabilities and values.
CORE BUSINESS
The Group seeks to grow the core business and increase market
share in the industrial and municipal sectors by offering outright
sales or BOT programs, at the same time leveraging proprietary
technology to secure larger value projects and developing new
applications and new markets.
INVEST IN SYNERGISTIC BUSINESSES
ISO 9001:2000
2002 has laid the foundation for strong future success. The Hyflux
Group has embarked on an infrastructure-building exercise to
prepare for the realisation of big league projects. Recent acquisitions
have increased the number of membrane production lines, expanded
fabrication workshops and upgraded R & D facilities. Hyflux looks
to the future with optimism borne of entrepreneurial spirit and
innovation, a commitment to improve the environment and total
professionalism.
The Groups clients have been a source of constant strength and
support for Hyfluxs growth, both in Singapore and abroad. Hyflux
values its partnerships with its clients and embarks on every project
with the understanding to provide the best value proposition in
terms of experience, innovation, speed and cost-efficiency.
In the past year, the Hyflux Group won several milestone water
treatment projects. This has placed Hyflux on the regional map as
a major water treatment company capable of competing on equal
footing with internationally recognised water treatment firms.
The continued success of the Hyflux Group is largely due to the
sound business fundamentals and the entrepreneurial spirit that
exists in our company.
Hyfluxs strength lies in the common vision shared by all in the Hyflux
group of companies. We have witnessed the passion and drive of
the staff at all levels within Hyflux and together, Hyflux will continue
to play a major role in Singapore as well as in the region to meet the
need for advanced membrane filtration, and above all, clean water
for tomorrows needs, today.
CORPORATE STRUCTURE
HYFLUX LTD
SINGSPRING
PTE LTD
(70%)
HYFLUX
AQUOSUS
(SINGAPORE)
PTE LTD
(75%)
HYFLUX
AQUOSUS
(SHANGHAI)
CO. LTD.
(100%)
HYFLUX
INTERNATIONAL
LTD
(100%)
HYFLUX
ENGINEERING
PTE LTD
(100%)
HYDROCHEM
(S) PTE LTD
(100%)
HYDROCHEM
ENGINEERING
(S) PTE LTD
(100%)
HANGZHOU
ZHEDA HUALU
MEMBRANE
ENGINEERING
CO. LTD.
(55%)
HYDROCHEM
ENGINEERING
(SHANGHAI)
CO. LTD.
(100%)
NINGBO HUALU
MEMBRANE
TECHNOLOGY
CO. LTD.
(75%)
DIRECTORS
CONTENTS
DIRECTORS REPORT 01
STATEMENT BY DIRECTORS 09
AUDITORS REPORT 10
BALANCE SHEETS 11
PROFIT AND LOSS ACCOUNTS 13
STATEMENTS OF CHANGES IN EQUITY 14
CONSOLIDATED STATEMENT OF CASH FLOWS 15
NOTES TO THE FINANCIAL STATEMENTS 17
SUPPLEMENTARY INFORMATION 46
01
DIRECTORS REPORT
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.
COMPANY
$000
$000
12,261
9,948
15,369
324
Dividend
22,209
(1,834)
15,693
(1,834)
20,375
13,859
DIRECTORS REPORT
(CONTINUED)
COUNTRY OF
INCORPORATION
PRINCIPAL ACTIVITIES
EQUITY
INTEREST HELD
100%
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.
P.02.
03
HELD BY DIRECTOR
AT 1
JANUARY
2002
AT 31
DECEMBER
2002
AT 21
JANUARY
2003
AT 1
JANUARY
2002
AT 31
DECEMBER
2002
AT 21
JANUARY
2003
THE COMPANY
98,691,576
5,572,446
2,271,016
100,000
91,904,056
6,965,562
2,850,020
125,000
114,930,070
6,965,562
2,850,020
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
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
1,834
921
DIRECTORS REPORT
(CONTINUED)
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.
UNUSUAL ITEMS
In the opinion of the directors, the results of the operations of the Company and of the Group during the financial year have not been
substantially affected by any item, transaction or event of a material and unusual nature.
P.04.
05
SHARE OPTIONS
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.
The options granted by the Company to directors holding office at the end of the financial year were as follows:
AGGREGATE OPTIONS
GRANTED SINCE
COMMENCEMENT OF
SCHEME TO END OF
FINANCIAL YEAR
OPTIONS GRANTED
DURING THE
FINANCIAL YEAR
AGGREGATE OPTIONS
EXERCISED SINCE
COMMENCEMENT OF
SCHEME TO END OF
FINANCIAL YEAR
AGGREGATE OPTIONS
OUTSTANDING AS
AT END OF
FINANCIAL YEAR
**
100,000**
100,000**
500,000
500,000
(100,000)
500,000
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.
(1,186,000)
(983,000)
9,543,500
625,000
655,000
25,000
250,000
800,000
32,500
250,000
181,250
56,250
96
1
7
1
1
3
1
1
4
76
PRICE
1.104
0.913
1.013
1.032
1.062
0.773
1.032
1.019
0.773
0.504
PERIOD
EXERCISABLE
15.10.2002 - 27.09.2011
11.01.2003 - 27.09.2011
25.01.2003 - 27.09.2011
25.03.2003 - 27.09.2011
28.03.2003 - 27.09.2011
8.04.2003 - 27.09.2011
3.05.2003 - 27.09.2011
8.07.2003 - 27.09.2011
1.08.2003 - 27.09.2011
16.09.2003 - 27.09.2011
Except as disclosed above, no other options to take up unissued shares of the Company or any subsidiary were granted and no other shares were issued by virtue of the exercise of options
to take up unissued shares of the Company or any subsidiary.
These additional options arose due to the bonus issue of shares on 17 June 2002.
1,926,500
2,736,000
7,050,000
625,000
655,000
1.08.2002
16.09.2002
5,000
50,000
20,000
200,000
800,000
3.05.2002
8.07.2002
8.04.2002
(25,000)
6,500
50,000
41,250
26,000
200,000
165,000
25.03.2002
28.03.2002
25.01.2002
6,668,500
(983,000)
(1,161,000)
11,250
1,762,500
45,000
7,050,000
15.10.2001
11.01.2002
EXERCISED
LAPSED
OPTIONS*
GRANTED
1.1.2002
OF OPTIONS
EXERCISE
AS AT
31.12.2002
AS AT
31.12.2002
OPTIONS
OPTIONS
BONUS
OPTIONS
AS AT
NO.OF
HOLDERS
BALANCE
BALANCE
DATE OF
GRANT
At the end of the financial year, details of the options granted under the Scheme on the unissued ordinary shares of $0.05 each of the Company were as follows:
(CONTINUED)
SHARE OPTIONS
(CONTINUED)
DIRECTORS REPORT
P.06.
DIRECTORS REPORT
07
(CONTINUED)
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 Groups 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.
DIRECTORS
DIRECTORS REPORT
REPORT
AUDIT COMMITTEE
(CONTINUED)
(CONTINUED)
(CONTINUED)
AUDITORS
Ernst & Young have expressed their willingness to accept re-appointment as auditors.
DEIRDRE MURUGASU
DIRECTOR
SINGAPORE
17 MARCH 2003
P.08.
09
STATEMENT BY DIRECTORS
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.
DEIRDRE MURUGASU
DIRECTOR
SINGAPORE
17 MARCH 2003
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 Companys 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.
SINGAPORE
17 MARCH 2003
P.10.
11
BALANCE SHEETS
AS AT 31 DECEMBER 2002
NOTE
GROUP
2002
$000
COMPANY
2001
$000
2002
$000
3,770
13,338
5,402
12,813
16,195
2,379
3,657
899
2,880
4,819
14,342
1,583
132
9,283
619
2,613
1,006
26,400
4,757
46
113
223
15,135
1,435
53,897
28,180
44,810
16,952
5,374
1,932
387
50
47
14
1,686
1,623
135
1,385
1,471
2,269
50
49
5
1,208
445
469
437
1,154
161
182
11,113
7,017
2,060
343
42,784
21,163
42,750
16,609
3
4
5
6
7
8
9
10
11
12
13
9
9
$000
CURRENT ASSETS
2001
BALANCE SHEETS
(CONTINUED)
AS AT 31 DECEMBER 2002
NOTE
GROUP
2002
$000
COMPANY
2001
$000
2002
$000
2001
$000
NON-CURRENT ASSETS
Fixed assets
Subsidiaries
Associated company
Long-term investment
Intangibles
14
15
16
17
18
13,021
255
1,735
3,506
11,204
306
3,556
1,103
8,039
646
4,631
18,517
15,066
9,142
5,277
73
63
489
4,267
119
14
489
891
3,846
4,892
1,513
3,846
56,409
34,716
48,046
21,886
11,809
22,378
(647)
20,375
8,909
12,653
(144)
9,948
11,809
22,378
13,859
8,909
12,653
324
53,915
2,494
31,366
3,350
48,046
21,886
56,409
34,716
48,046
21,886
12
13
30
9
Share capital
Share premium
Translation reserve
Revenue reserve
19
20
21
The accounting policies and explanatory notes on pages 17 to 45 form an integral part of the financial statements.
P.12.
13
NOTE
GROUP
2002
$000
COMPANY
2001
$000
2002
$000
2001
$000
TURNOVER
22
45,267
27,235
18,635
23
24
25
1,541
(18,535)
(6,890)
(2,301)
(6,959)
212
(8,714)
(4,798)
(298)
(1,394)
(2,880)
1,505
(293)
(456)
(232)
(1,216)
5
(371)
(158)
(140)
(533)
26
28
29
12,123
(353)
83
9,363
(64)
176
17,943
(226)
16
1,133
(2)
128
11,853
(50)
9,475
(28)
17,733
1,259
11,803
56
9,447
(2,097)
17,733
(2,364)
1,259
(229)
Minority interests
11,859
402
7,350
5
15,369
1,030
12,261
7,355
15,369
1,030
5.33
5.24
3.38
3.38
Financial expenses
Financial income
2,330
Taxation
30
Basic
Fully diluted
31
The accounting policies and explanatory notes on pages 17 to 45 form an integral part of the financial statements.
GROUP
SHARE
PREMIUM
$000
TRANSLATION
RESERVE
$000
REVENUE
RESERVE
$000
TOTAL
$000
$000
7,234
(3)
2,593
645
9,824
645
7,234
1,675
13,600
(947)
(3)
(141)
3,238
7,355
(645)
10,469
15,275
(947)
(141)
7,355
(645)
8,909
12,653
(144)
9,948
31,366
2,900
12,296
(219)
15,196
(219)
(2,352)
(503)
12,261
(1,834)
(2,352)
(503)
12,261
(1,834)
11,809
22,378
(647)
20,375
53,915
PREVIOUSLY STATED
SHARE
CAPITAL
COMPANY
SHARE
PREMIUM
$000
REVENUE
RESERVE
$000
TOTAL
$000
$000
7,234
2
(63)
7,236
(63)
7,234
1,675
13,600
(947)
(61)
1,030
(645)
7,173
15,275
(947)
1,030
(645)
8,909
12,653
324
21,886
2,900
12,296
(219)
15,196
(219)
(2,352)
15,369
(1,834)
(2,352)
15,369
(1,834)
11,809
22,378
13,859
48,046
PREVIOUSLY STATED
The accounting policies and explanatory notes on pages 17 to 45 form an integral part of the financial statements.
P.14.
15
NOTE
2002
2001
$000
$000
11,803
50
998
601
850
13
1,303
(1)
353
(83)
(76)
28
385
300
(194)
1,009
10
64
(176)
(349)
15,811
(2,523)
(9,488)
(1,853)
(795)
3,988
461
10,524
(1,066)
908
(12,237)
399
646
(806)
(432)
(261)
5,601
(353)
(2,325)
(64)
(1,826)
(2,220)
3,422
(4,609)
(1,216)
(3,210)
(1,735)
15
83
76
930
(499)
(6,579)
7
500
176
349
(5,987)
(5,116)
9,447
15
14
(CONTINUED)
NOTE
2002
2001
$000
$000
12,625
4,554
478
(48)
(26)
(1,834)
14,328
4
(95)
575
(182)
(5)
(2,344)
15,749
12,281
13,184
4,421
(497)
2,556
2,040
(175)
17,108
4,421
GROUP
2002
$000
The accounting policies and explanatory notes on pages 17 to 45 form an integral part of the financial statements.
2001
$000
3,770
13,338
3,657
899
(135)
17,108
4,421
P.16.
17
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 Groups share of the post-acquisition results of associated companies is included in the consolidated profit and
loss account. The Groups 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.
(CONTINUED)
(CONTINUED)
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
Motor vehicles
Computers
Office equipment
Leasehold properties and improvements
Furniture and fittings
Renovation
4 - 5 years
4 - 5 years
1 - 4 years
4 - 5 years
Over the lease period
4 - 10 years
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 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.
P.18.
02.
19
(CONTINUED)
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 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 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 assets net selling price
and value in use. The net selling price is the amount obtainable from the sale of an asset in an arms 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 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 claims is made on the basis of estimated cost to fulfil warranty obligations. The provision represents
the best estimate of the Groups liability to repair or replace products still under warranty at the balance sheet date.
(CONTINUED)
02.
(CONTINUED)
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
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 shareholders 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)
Pursuant to the Hyflux Employees Share Option Scheme, certain directors and employees have been granted
non-transferable options to purchase the Companys 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.
P.20.
02.
DEFERRED TAXATION
21
(CONTINUED)
(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 arms length basis.
(W)
(CONTINUED)
04. STOCKS
GROUP
2002
COMPANY
2001
$000
2002
$000
$000
2001
$000
AT COST
Raw materials
Work-in-progress
Finished goods
Goods-in-transit
3,562
528
1,019
497
2,587
36
459
198
421
113
5,606
(204)
3,082
(202)
619
113
5,402
2,880
619
113
202
13
(11)
191
11
At end of year
204
202
Raw materials carried at net realisable value amounted to approximately $3,358,000 (2001: $2,385,000).
2002
Trade debtors
Provision for doubtful debt
COMPANY
2001
$000
2002
$000
$000
2001
$000
14,351
(1,538)
6,099
(1,280)
2,613
12,813
4,819
2,613
P.22.
(CONTINUED)
GROUP
2002
COMPANY
2001
$000
23
1,280
601
(300)
(43)
At end of year
1,538
2002
$000
$000
2001
$000
170
767
300
43
1,280
06. WORK-IN-PROGRESS
GROUP
2002
$000
2001
$000
16,195
14,342
16,195
14,342
2002
COMPANY
2001
$000
$000
2002
$000
2001
$000
Deposits
Prepayments
Sundry debtors
39
136
2,271
145
299
1,210
1,006
177
46
2,446
(67)
1,654
(71)
1,006
223
2,379
1,583
1,006
223
71
(4)
67
4
At end of year
67
71
(CONTINUED)
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
2002
COMPANY
2001
$000
2002
$000
$000
2001
$000
1,623
4,267
445
891
1,154
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.
2002
Other creditors
Accrued operating expenses
Advance payments from customers
Deferred revenue
COMPANY
2001
$000
2002
$000
$000
2001
$000
917
574
107
334
535
379
223
334
226
211
19
163
1,932
1,471
437
182
P.24.
25
2002
$000
2001
$000
At beginning of year
Write-back of provision
50
244
(194)
At end of year
50
50
MINIMUM
LEASE
PAYMENTS
$000
PRESENT
VALUE OF
PAYMENTS
INTEREST
$000
$000
2002
1 year to 5 years
Not later than 1 year
85
54
(12)
(7)
73
47
139
(19)
120
139
56
(20)
(7)
119
49
195
(27)
168
2001
1 year to 5 years
Not later than 1 year
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.
(CONTINUED)
MINIMUM
LEASE
PAYMENTS
$000
PRESENT
VALUE OF
PAYMENTS
INTEREST
$000
$000
2002
1 year to 5 years
Not later than 1 year
66
15
(3)
(1)
63
14
81
(4)
77
16
7
(2)
(2)
14
5
23
(4)
19
2001
1 year to 5 years
Not later than 1 year
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.
1,211
320
At 31.12.2002
2,236
1,859
At 31.12.2002
At 31.12.2001
Translation difference
814
850
259
1,089
(18)
(36)
(23)
44
78
176
376
102
274
333
810
465
769
At 1.1.2002
Charge for the year
Disposals
ACCUMULATED DEPRECIATION
454
1,939
3,447
156
467
50
247
(2)
97
(31)
183
714
At 31.12.2002
(9)
(27)
Translation difference
(42)
(18)
6,883
6,806
144
419
201
218
7,225
(4)
(66)
124
7,101
426
339
136
142
198
20
187
(7)
(7)
60
141
385
(9)
(12)
123
283
318
360
1,624
889
2,628
At 1.1.2002
Additions
Disposals
COST
GROUP
$000
127
88
40
184
(3)
(2)
45
144
272
(3)
21
(17)
271
$000
$000
$000
$000
$000
$000
IN-PROGRESS
CONSTRUCTION-
$000
1,179
2,298
2,298
(96)
1,179
1,215
RENOVATION
AND
FITTINGS
EQUIPMENT
TOTAL
$000
11,204
13,021
1,009
3,713
(53)
(76)
1,303
2,539
16,734
(90)
(213)
3,294
13,743
COMPUTERS
VEHICLES
MACHINERY
FURNITURE
AND
IMPROVEMENTS
OFFICE
MOTOR
PLANT AND
LEASEHOLD
PROPERTIES
P.26.
27
(CONTINUED)
(CONTINUED)
PLANT AND
MACHINERY
MOTOR
VEHICLES
$000
TOTAL
$000
$000
COMPANY
COST
At 1.1.2002
Additions
641
689
150
791
689
1,330
150
1,480
110
202
35
30
145
232
At 31.12.2002
312
65
377
110
30
140
At 31.12.2002
1,018
85
1,103
At 31.12.2001
531
115
646
At 31.12.2002
ACCUMULATED DEPRECIATION
At 1.1.2002
Charge for the year
The Group had motor vehicles and office equipment under hire purchase and finance leases with net book values of approximately
$163,000 and $76,000 (2001: $292,000 and $20,000) respectively.
During the financial year, the Group acquired fixed assets with an aggregate cost of $3,294,883 (2001: $6,592,486) which $84,410
(2001: $13,602) was acquired by means of finance lease. Cash payments of $3,210,473 (2001: $6,578,884) were made to
purchase fixed assets.
P.28.
29
15. SUBSIDIARIES
COMPANY
2002
$000
$000
8,039
NAME OF COMPANY
2001
4,631
PRINCIPAL
COUNTRY OF
INCORPORATION
AND PLACE
EFFECTIVE
EQUITY
INTEREST
HELD BY
COST OF
ACTIVITIES
OF BUSINESS
THE GROUP
INVESTMENT
2002
2001
2002
$000
2001
$000
Hydrochem (S)
Pte Ltd
Manufacturing and
processing of water
treatment equipment.
Provision of turnkey
engineering services
and installation of
industrial equipment.
Singapore
100
100
1,800
800
Hydrochem
Provision of
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.
Singapore
100
100
2,280
2,280
Hyflux
Engineering
Pte Ltd
Singapore
100
100
Hyflux
International
Ltd (1)
Investment holding,
selling, distribution,
import and export of
products and component
systems in liquid treatment.
Provision of engineering
expertise, maintenance
services and technical
know-how.
British
Virgin
Islands
100
(CONTINUED)
15. SUBSIDIARIES
(CONTINUED)
PRINCIPAL
ACTIVITIES
NAME OF COMPANY
EFFECTIVE
EQUITY
INTEREST
HELD BY
THE GROUP
COUNTRY OF
INCORPORATION
AND PLACE
OF BUSINESS
2002
COST OF
INVESTMENT
2001
2002
$000
2001
$000
Production
of materials,
machinery and
equipment for
membrane
separation
Peoples
Republic
of China
55
55
3,959
1,551
8,039
4,631
HELD BY SUBSIDIARIES
Hydrochem Engineering
(Shanghai) Co., Ltd (2)
Ningbo Hualu
Membrane
Technology
Co., Ltd (3)
*
(1)
(2)
(3)
Development,
manufacture
and sale of
manufactured
equipment and
parts for membrane
filtration technology.
Provision of technical
and consultancy
services, installation
and commissioning
of liquid separation
and treatment
systems.
Peoples
Republic
of China
100
100
Development and
manufacture of
equipment and
parts for membrane
filtration technology
Peoples
Republic
of China
75
75
P.30.
15. SUBSIDIARIES
31
(CONTINUED)
2002
$000
2001
$000
Stocks
Trade debtors
Due from holding company (non-trade)
Other debtors, deposits and prepayments
Cash and bank balances
Trade creditors
Other creditors and accruals
Short-term loan
Fixed assets, net
Intangibles
Associated company
Term loan
Minority interests
Goodwill on consolidation
1,167
623
4,215
1,060
930
(1,014)
(1,286)
(632)
685
2,407
334
(1,265)
(3,350)
341
4,215
(4,215)
(930)
(930)
2002
$000
2001
$000
334
(78)
(1)
334
(28)
255
306
(CONTINUED)
(CONTINUED)
NAME
COUNTRY OF
INCORPORATION
AND PLACE OF
BUSINESS
PRINCIPAL ACTIVITIES
EFFECTIVE EQUITY
INTEREST HELD
BY THE GROUP
2002
Xiamen Zheda
Huatong
Membrane
Technology
Co., Ltd
Development, manufacture of
equipment and parts primarily for
membrane filtration technology,
sale of manufactured equipment
and ancillary parts, provision of
installation and commissioning of
relevant projects and provision of
technical services and consultation
Peoples
Republic
of China
2001
30
30
2002
$000
2001
$000
1,735
18. INTANGIBLES
INTELLECTUAL
PROPERTY
RIGHTS
GOODWILL ON
CONSOLIDATION
GROUP
$000
DEVELOPMENT
COSTS
$000
LICENSING
FEES
$000
TOTAL
$000
$000
COST
At beginning of year
Adjustment
Additions
1,158
(185)
2,407
499
657
559
4,064
(185)
1,216
973
2,407
1,156
559
5,095
At beginning of year
Amortisation for the year
Translation difference
297
195
161
459
83
50
158
186
508
998
83
At end of year
492
703
208
186
1,589
At end of year
ACCUMULATED AMORTISATION
P.32.
18. INTANGIBLES
(CONTINUED)
INTELLECTUAL
PROPERTY
RIGHTS
GOODWILL ON
CONSOLIDATION
GROUP
$000
33
DEVELOPMENT
COSTS
$000
LICENSING
FEES
$000
TOTAL
$000
$000
At 31.12.2002
481
1,704
948
373
3,506
At 31.12.2001
861
2,246
449
3,556
2002
$000
Authorised:
1,000,000,000 ordinary shares of $0.05 each
$000
50,000
50,000
8,909
7,234
2,900
1,675
11,809
8,909
At end of year
236,198,492 (2001: 178,172,394) ordinary shares of $0.05 each
2001
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.
(1,186,000)
(983,000)
These additional options arose due to the bonus issue of shares on 17 June 2002.
1,926,500
2,736,000
7,050,000
625,000
655,000
1.08.2002
16.09.2002
5,000
50,000
20,000
200,000
800,000
3.05.2002
8.07.2002
8.04.2002
28.03.2002
(25,000)
6,500
50,000
41,250
25.01.2002
25.03.2002
9,543,500
625,000
655,000
25,000
250,000
800,000
32,500
250,000
181,250
56,250
6,668,500
(983,000)
(1,161,000)
11,250
1,762,500
45,000
200,000
26,000
165,000
7,050,000
15.10.2001
11.01.2002
EXERCISED
96
1
7
1
1
3
1
1
4
76
LAPSED
OPTIONS*
GRANTED
1.1.2002
OPTIONS
PRICE
1.104
0.913
1.013
1.032
1.062
0.773
1.032
1.019
0.773
0.504
EXERCISE
AS AT
31.12.2002
AS AT
31.12.2002
OPTIONS
OPTIONS
BONUS
OPTIONS
PERIOD
EXERCISABLE
15.10.2002 - 27.09.2011
11.01.2003 - 27.09.2011
25.01.2003 - 27.09.2011
25.03.2003 - 27.09.2011
28.03.2003 - 27.09.2011
8.04.2003 - 27.09.2011
3.05.2003 - 27.09.2011
8.07.2003 - 27.09.2011
1.08.2003 - 27.09.2011
16.09.2003 - 27.09.2011
AS AT
NO. OF
HOLDERS
BALANCE
BALANCE
DATE OF
GRANT OF
At the end of the financial year, details of the options granted under the Scheme on the unissued ordinary shares of $0.05 each of the Company were as follows:
(CONTINUED)
(CONTINUED)
P.34.
35
2002
$000
Retained by:
the Company
subsidiaries
associated company
2001
$000
13,859
6,594
(78)
324
9,652
(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
2002
Contract revenue
Sale of membranes
Dividend income from unquoted subsidiaries
COMPANY
2001
$000
2002
$000
$000
2001
$000
45,267
27,235
6,631
1,263
10,741
1,394
936
45,267
27,235
18,635
2,330
2002
COMPANY
2001
$000
$000
2002
$000
2001
$000
1,329
212
212
1,329
176
1,541
212
1,505
2002
COMPANY
2001
$000
2002
$000
$000
2001
$000
5,536
403
951
3,853
426
519
429
5
22
125
10
23
6,890
4,798
456
158
16
326
6,906
5,124
456
158
2002
$000
Material costs
Wages and salaries
Grants received
2001
$000
60
16
321
326
76
(76)
647
(349)
298
P.36.
37
GROUP
2002
Amortisation of intangibles
Auditors remuneration
auditors of the Company
other auditors
Bad trade debts written off
Non-audit fees
auditors of the Company
other auditors
Directors fees
Directors remuneration
Foreign exchange loss (gain), net
(Gain) loss on disposal of fixed assets
Operating lease expenses
Preliminary expenses written off
Provision for doubtful trade debts
Provision for stock obsolescence
Professional fees paid to a firm of which a director is a member
Write-back of provision for warranty
Depreciation of fixed assets
COMPANY
2001
$000
2002
$000
$000
2001
$000
998
385
67
11
850
67
6
29
29
17
2
132
609
(169)
10
103
68
300
(194)
1,009
180
232
132
140
18
180
613
406
(1)
189
601
13
5
1,303
2001
1
5
1
5
(CONTINUED)
2002
Interest expense
bank overdrafts
finance lease
hire purchase
bills payable
term loan
COMPANY
2001
$000
2002
$000
$000
2001
$000
4
1
8
340
2
12
4
46
225
353
64
226
2002
Interest income
bank deposits
fixed deposits
commercial papers
COMPANY
2001
$000
$000
2002
$000
2001
$000
7
76
8
81
87
16
41
87
83
176
16
128
GROUP
2002
Current tax
current year
over provision in respect of prior year
Deferred tax
current year
(56)
(56)
COMPANY
2001
$000
2002
$000
$000
2001
$000
2,058
(33)
2,364
229
72
2,097
2,364
229
P.38.
39
(CONTINUED)
The reconciliation of the tax expense and the product of accounting profit multiplied by the applicable tax rate is as follows:
GROUP
2002
Accounting profit
Tax at the applicable rate of 22% (2001: 24.5%)
Tax effect of:
expenses not deductible for tax purposes
application of group relief
income not subject to tax
deferred tax assets not recognised
overprovision in respect of prior year
COMPANY
2001
$000
2002
$000
$000
2001
$000
11,803
9,447
17,733
1,259
2,597
2,314
3,901
308
(289)
(1,248)
(79)
2,364
229
123
(2,972)
252
(56)
170
(358)
4
(33)
(56)
2,097
Tax (credit)/expense
GROUP
In accordance with the Income Tax Law of the Peoples 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
2002
489
COMPANY
2001
$000
$000
489
2002
$000
$000
2001
(CONTINUED)
32. DIVIDEND
GROUP AND COMPANY
2002
$000
2001
$000
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.
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 Groups activities
concerning dividends, additional debt or further leasing.
Future minimum rentals under non-cancellable leases are as follows as at 31 December:
GROUP
2002
$000
(II)
2001
$000
192
714
6,885
200
714
7,183
7,791
8,097
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.
P.40.
41
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)
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
Peoples 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.
2002
$000
1,329
5,146
$000
INCOME
2001
3,337
(CONTINUED)
The main risks arising from the Groups financial instruments are interest rate, liquidity, foreign exchange and credit risks.
The management reviews, manages and monitors each of these risks and will recommend necessary actions to the Board
as appropriate.
INTEREST RATE RISK
The Group obtains additional financing through bank borrowings and leasing arrangements. The Groups policy is to obtain
the most favourable interest rates available without increasing its foreign currency exposure.
Surplus funds are placed with reputable banks.
Information relating to the Groups interest rate exposure is also disclosed in the notes on the Groups borrowings, including
leasing obligations.
LIQUIDITY RISK
The Groups main exposure to liquidity risk is in respect of funding of its project costs and other operating expense.
The Group monitors and maintains cash and cash equivalents deemed adequate by the management to finance the Groups
operations. Short-term credit facilities are available for contingency purposes.
FOREIGN EXCHANGE RISK
The Groups income is mainly in Singapore Dollar (S$), United States Dollar (US$) and China Renminbi (RMB). Any significant
fluctuation in US$ and RMB against the Groups base currency, S$, will result in fluctuation in the Groups 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 Groups 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
Groups 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 Groups significant financial assets as at 31 December 2002 are as follows:
PEOPLES
REPUBLIC
OF CHINA
SINGAPORE
$000
Trade debtors
Fixed deposits
Cash and bank balances
Sundry debtors
6,559
13,338
929
1,095
OTHERS
$000
6,233
2,839
1,284
GROUP
$000
21
$000
12,813
13,338
3,770
2,379
P.42.
43
(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:
UNDERLYING
PRINCIPAL
NOTE
$000
12
13
5,000
2002
ESTIMATED
FAIR VALUE
CARRYING
AMOUNT
$000
120
77
$000
128
67
(27)
2001
ESTIMATED
FAIR VALUE
CARRYING
AMOUNT
168
19
GEOGRAPHICAL SEGMENTS
The Group is organised into 2 main geographical segments, based on the location of the customers, namely:
Singapore
Peoples Republic of China
$000
Others include revenue from projects in Malaysia and other countries and dividend income.
$000
176
20
(CONTINUED)
(CONTINUED)
(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.
2002
PEOPLES
REPUBLIC
OF CHINA
SINGAPORE
$000
OTHERS
$000
ELIMINATIONS
$000
GROUP
$000
$000
TURNOVER
External sales
Inter-segment sales
Dividend income
23,902
1,485
19,820
323
1,545
10,741
(1,808)
(10,741)
45,267
Total turnover
25,387
20,143
12,286
(12,549)
45,267
4,991
7,048
84
SEGMENT RESULTS
12,123
Financial expenses
Financial income
Share of results of
associated company
Taxation
(353)
83
(50)
56
11,859
OTHER INFORMATION
Assets
Unallocated assets
44,272
27,406
Total assets
Liabilities
Unallocated liabilities
72,414
10,034
4,761
Total liabilities
Capital expenditure
Depreciation
Amortisation of intangibles
Other non-cash expenses
71,678
736
14,795
1,210
16,005
3,333
1,036
344
1,367
1,697
267
459
97
195
5,030
1,303
998
1,464
P.44.
(CONTINUED)
(CONTINUED)
2001
PEOPLES
REPUBLIC
OF CHINA
SINGAPORE
$000
45
OTHERS
$000
ELIMINATIONS
$000
GROUP
$000
$000
TURNOVER
External sales
Inter-segment sales
Dividend income
11,219
1,399
12,364
308
3,652
936
(1,707)
(936)
27,235
Total turnover
12,618
12,672
4,588
(2,643)
27,235
3,486
4,742
1,135
SEGMENT RESULTS
9,363
Financial expenses
Financial income
Share of results of associated company
Taxation
(64)
176
(28)
(2,097)
7,350
OTHER INFORMATION
Assets
Unallocated assets
19,601
16,001
6,478
42,080
1,166
Total assets
43,246
Liabilities
Unallocated liabilities
2,229
2,375
834
5,438
3,092
Total liabilities
8,530
Capital expenditure
Depreciation
Amortisation of intangibles
Other non-cash expenses
4,447
709
50
268
1,504
161
160
(162)
641
139
175
6,592
1,009
385
106
BUSINESS SEGMENTS
2002
$000
Industrial
Municipal
2001
$000
23,455
21,812
22,404
4,831
45,267
27,235
Segmentation by assets and capital expenditure is not meaningful as the assets are applied interchangeably amongst the
business segments.
SUPPLEMENTARY INFORMATION
- SGX-ST LISTING MANUAL REQUIREMENTS
APPROXIMATE
SITE AREA
EXISTING
TOTAL
LETTABLE
GROUPS
EFFECTIVE
DESCRIPTION
LOCATION
(SQ M)
USE
AREA (SQ M)
INTEREST (%)
TENURE
Office and
Factory
5, Changi South
Street 1,
Singapore
486764
10,472
Office and
Factory
5,630
100
60 years
commencing
from
1 March 1997
Office
2,426
Office
1,328
100
60 years
commencing
from
1 Dec 1996
Factory
Building
5,633
Office and
Factory
3,241
100
50 Years
commencing
from
26 April 2001
Apartment
Jinqiao Garden
Service
Apartment,
Block A, Floor 9,
Unit 2,
Shanghai, China
32
Staff quarters
59
100
70 years
commencing
from
15 Feb 1994
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.
P.46.
SUPPLEMENTARY INFORMATION
- SGX-ST LISTING MANUAL REQUIREMENTS
47
(CONTINUED)
The Company is committed to maintaining a high standard of corporate governance to ensure better protection of shareholders
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).
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 Groups 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:
NAME
NOMINATING
REMUNERATION
BOARD OF DIRECTORS
AUDIT COMMITTEE
COMMITTEE#
COMMITTEE*
NO. OF
MEETINGS
NO. OF
MEETINGS
NO. OF
MEETINGS
NO. OF
MEETINGS
NO. OF
MEETINGS
NO. OF
MEETINGS
NO. OF
MEETINGS
NO. OF
MEETINGS
HELD
ATTENDED
HELD
ATTENDED
HELD
ATTENDED
HELD
ATTENDED
2
2
2
2
2
2
2
2
2
2
2
2
2
NA
NA
2
2
2
2
NA
NA
2
2
2
1
NA
NA
1
1
1
1
NA
NA
1
1
1
1
NA
NA
1
1
1
1
NA
NA
1
1
1
The Board has in place programmes for each newly appointed director to receive appropriate training, including an orientation programme
to familiarize him with the Groups 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 Companys objectives. The Board comprises 6 members who
have business or management experience or professionals with a financial or legal background
SUPPLEMENTARY INFORMATION
- SGX-ST LISTING MANUAL REQUIREMENTS
CORPORATE GOVERNANCE STATEMENT
(CONTINUED)
(CONTINUED)
(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
Groups 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 Gays 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 Lees 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 Teos last re-election was on 25 May 2001.
P.48.
49
(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 decisionmaking 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 directors 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)
appointed
appointed
appointed
appointed
on
on
on
on
17
17
17
23
January 2001
January 2001
January 2001
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
managements 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
CORPORATE GOVERNANCE STATEMENT
(CONTINUED)
(CONTINUED)
(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.
P.50.
51
(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 Lums 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)
(b)
(c)
(d)
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;
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;
assess the contribution by each Director in the Board Committees where the Director is a member; and
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 Companys Articles of Association provide that one-third of the Board is to retire annually, by rotation at the Companys 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
CORPORATE GOVERNANCE STATEMENT
(CONTINUED)
(CONTINUED)
(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 Groups 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:
Companys Directors receiving remuneration from the Group for the year ended 31 December 2002 and 2001:
REMUNERATION BAND
NUMBER OF DIRECTORS
2002
2001
0
1
5
0
1
5
P.52.
REMUNERATION MATTERS
53
(CONTINUED)
Summary compensation table for the year ended 31 December 2002 (Group):
SALARY
BONUS
ALLOWANCES
AND OTHER
BENEFITS
FEES
TOTAL
74%
6%
7%
13%
100%
70%
67%
0%
0%
0%
6%
6%
0%
0%
0%
10%
13%
100%
100%
100%
13%
14%
0%
0%
0%
100%
100%
100%
100%
100%
84%
78%
48%
75%
79%
7%
8%
4%
6%
7%
0%
0%
0%
0%
0%
9%
14%
48%
19%
15%
100%
100%
100%
100%
100%
BELOW S$250,000
Deirdre Murugasu
Foo Hee Kiang
Gay Chee Cheong
Lee Joo Hai
Teo Kiang Kok
BELOW S$250,000
KEY EXECUTIVES OF THE GROUP
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)
(b)
(c)
(d)
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;
ensure that a review of effectiveness of the Groups 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;
ensure that the internal control recommendations made by the external auditors have been addressed or implemented by
the Management;
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
CORPORATE GOVERNANCE STATEMENT
(CONTINUED)
(CONTINUED)
(CONTINUED)
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 Groups operations.
(b)
(c)
(d)
(e)
(f)
(g)
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;
half-year and full-year financial statements comprising a summary of the financial information and affairs of the Group for the
relevant period;
explanatory memoranda for annual general meetings (AGM) and extraordinary general meetings;
media and analyst meetings for the Groups interim and annual financial results, as well as other briefings, as appropriate;
press releases on major developments of the Group;
disclosures to the SGX-ST via MASNET; and
the Groups 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 Groups 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.
P.54.
SUPPLEMENTARY INFORMATION
- SGX-ST LISTING MANUAL REQUIREMENTS
55
(CONTINUED)
STATISTICS OF SHAREHOLDINGS
AS AT 14 APRIL 2003
DISTRIBUTION OF SHAREHOLDINGS
SIZE OF HOLDINGS
NO. OF SHAREHOLDERS
NO. OF SHARES
1 999
1,000 10,000
10,001 1,000,000
1,000,001 and above
78
1,488
434
15
3.87
73.85
21.54
0.74
33,655
6,583,750
22,508,060
219,148,527
0.01
2.65
9.07
88.27
Total
2,015
100.00
248,273,992
100.00
NO. OF SHARES
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
99,930,070
21,977,750
19,511,000
18,665,750
18,092,000
11,811,000
6,965,562
6,570,000
5,694,500
2,820,020
2,340,000
1,370,125
1,180,750
1,120,000
1,100,000
930,221
872,000
782,500
754,250
724,500
40.25
8.85
7.86
7.52
7.29
4.76
2.81
2.65
2.29
1.14
0.94
0.55
0.48
0.45
0.44
0.37
0.35
0.32
0.30
0.29
223,211,998
89.91
47.94% of the Companys 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
99,930,070
19,511,000
DEEMED INTEREST
SUPPLEMENTARY INFORMATION
- SGX-ST LISTING MANUAL REQUIREMENTS
(CONTINUED)
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.
(RESOLUTION 1)
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.
(RESOLUTION 2)
3.
To re-elect the following Directors retiring pursuant to Article 89 of the Companys Articles of
Association :
Deirdre Murugasu
(Retiring under Article 89)
Teo Kiang Kok
(Retiring under Article 89)
(RESOLUTION 3)
(RESOLUTION 4)
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).
(RESOLUTION 5)
5.
To re-appoint Ernst & Young as the Companys Auditors and to authorise the Directors to fix their
remuneration.
(RESOLUTION 6)
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 Companys 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)]
(RESOLUTION 7)
P.56.
AS SPECIAL BUSINESS
8.
57
(CONTINUED)
Authority to allot and issue shares under the Hyflux Employees Share Option Scheme
(RESOLUTION 8)
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)]
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 Companys 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 proxy
need 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 than
48 hours before the time appointed for holding the Meeting.
SUPPLEMENTARY INFORMATION
- SGX LISTING MANUAL REQUIREMENTS
(CONTINUED)
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 Companys 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.
PROXY FORM
(PLEASE SEE NOTES OVERLEAF BEFORE COMPLETING THIS FORM)
HYFLUX LTD
(INCORPORATED IN SINGAPORE WITH LIMITED LIABILITY)
I/We,
of
NAME
NRIC/PASSPORT NO.
PROPORTION OF SHAREHOLDINGS
NO. OF SHARES
ADDRESS
NRIC/PASSPORT NO.
PROPORTION OF SHAREHOLDINGS
NO. OF SHARES
ADDRESS
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.)
NO.
Directors Report and Audited Accounts for the year ended 31 December 2002
Authority to allot and issue shares under the Hyflux Employees Share Option Scheme
Dated this
day of
FOR
AGAINST
2003
NO. OF SHARES
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 the
Companies 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, you
should 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 Register
of Members, you should insert the aggregate number of Shares entered against your name in the Depository Register and registered in your name in the Register
of 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 less
than 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 instrument
appointing 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 copy
thereof 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 at
the 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 the
appointor 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 entered
in 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 Shares
entered against his name in the Depository Register as at 48 hours before the time appointed for holding the Meeting, as certified by The Central Depository (Pte) Limited
to the Company.
HYFLUX LTD
& PRODUCTION
HYFLUX LTD