REPORT OF THE · Wong Kok Siew Chairman Tan Kwi Kin President Chee Keng Soon Giam Chin Toon Er Kwong Wah Masahiro Miyazaki Heng Chiang Gnee (Alternate to Tan Kwi Kin, appointed on

76 Report of the Directors

91 Corporate Governance Statement

92 Statement by Directors

93 Report of the Auditor to the Members

of SembCorp Marine Ltd

94 Profit and Loss Accounts

95 Balance Sheets

96 Statement of Changes in Equity

98 Cash Flow Statement of the Group

101 Notes to the Financial Statements

140 Supplementary Information

141 Statistics of Shareholders

142 Share Prices and Monthly Volumes

143 Major Properties

144 Notice of Annual General Meeting

145 Proxy Form

C O N T E N T S

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DirectorsWong Kok Siew ChairmanTan Kwi Kin PresidentChee Keng SoonGiam Chin ToonEr Kwong WahMasahiro MiyazakiHeng Chiang Gnee (Alternate to Tan Kwi Kin, appointed on 6 April 2001)Tan Pheng Hock (Appointed on 16 April 2001)Ryuhei Nose (Resigned on 30 September 2001)Kiyotaka Matsuzawa (Appointed on 30 September 2001)

SecretaryLim Seh Li (Appointed on 6 August 2001)Lee Cheng (Resigned on 21 June 2001)

RegistrarKon Choon Kooi Pte Ltd47 Hill Street #06-02Chinese Chamber of Commerce & Industry BuildingSingapore 179365

Registered Office29 Tanjong Kling RoadSingapore 628054

AuditorErnst & YoungCertified Public AccountantsSingaporeAudit Partner: Ng Tiak Soon

and Audited Financial Statements

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The Directors present their report to the members together with the audited financial statements of the Company and of theGroup for the year ended 31 December 2001.

Principal activitiesThe principal activities of the Company are provision of management services and investment holding. The principal activitiesof its subsidiary companies are:

a) investment holding;b) ship building and ship owning;c) ship repair and conversion;d) the supply of equipment rental services;e) the trading in copper slag and related materials;f) the cleaning and maintenance of industrial premises;g) the processing and distribution of copper slag for grit blasting and building;h) the provision of marine, general electronic, electrical works and general contracting services;i) the fabrication of metal structures.

There have been no significant changes in the nature of the activities of the Company and its subsidiaries during thefinancial year.

Results for the financial year

Group Company$’000 $’000

Profit after taxation and minority interests 82,745 42,582Revenue reserve brought forward 496,553 394,400

579,298 436,982Dividends paid, less tax (60,356) (60,356)

Revenue reserve carried forward 518,942 376,626

In the opinion of the Directors, the results of the operations of the Company and of the Group during the financial year havenot been substantially affected by any item, transaction or event of a material and unusual nature except as disclosed inNote 6 of the financial statements.

DividendsDuring the financial year the following dividends were paid by the Company:

(a) a final dividend of 1.0 cent per share, less tax of 24.5% and a special dividend of 3.2 cents per share, less tax of24.5%, in respect of the previous financial year and as proposed in the Report of the Directors of that year. Theamounts paid totalled $44,439,000 based on the number of issued shares at the date of payment of the dividend.

(b) an interim dividend of 0.75 cents per share, less tax of 24.5%, amounting to $7,959,000 and a special dividendof 0.75 cents per share, less tax of 24.5%, amounting to $7,958,000, in respect of the financial year underreview.

The Directors propose a final dividend of 1.0 cent per share less tax of 24.5%, amounting to $10,616,364 and a specialdividend of 4.0 cents per share, less tax of 24.5%, amounting to $42,465,458, be paid in respect of the financial year underreview. In accordance with Singapore Statement of Accounting Standard (“SAS”) 10 (Revised 2000) the financial statementsdo not include the proposed dividend for the financial year 2001.

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Transfers to/from reserves and provisionsThe following amounts have been (debited)/credited to :

Group Company$’000 $’000

Foreign currency translation reserveExchange differences arising on consolidation 2,152 -

Share premium and other capital reservesPremium on shares issued upon the exercise of share options 6,510 6,510Share of an associated company’s capital reserves (8) -

ProvisionsWarranty 3,075 -Share of loss in an associated company - 12,000Retirement gratuities 898 -

Acquisition and disposal of subsidiariesThere was no acquisition of subsidiaries during the financial year.

The Company and one of its subsidiaries, JPL Marine Works Pte Ltd, disposed their respective 80% and 10% interests ina subsidiary, Sembawang Jurong Corrosion Control Pte Ltd (“SJCC”) to an associated company, Jurong Clavon Pte Ltd, fora total cash consideration of $1,350,000. The net tangible assets of SJCC at the date of disposal was $1,580,000. TheGroup’s effective interest in SJCC was reduced from 92% to 50%.

The Group, through JPL Corporation Pte Ltd, disposed its entire interest in JPL Marine Works Pte Ltd for a considerationequivalent to its net tangible assets at the date of disposal of $43,447.

Share capital and share options

SembCorp Marine Share Option PlanShare options were granted in 2001 (the “2001 Options”) pursuant to the SembCorp Marine Share Option Plan (the “Plan”)in respect of 14,323,000 unissued ordinary shares of $0.10 each to 1,004 full time executives of the Group, Directors of theCompany and 23 executives of the immediate holding company, SembCorp Industries Ltd, who are not substantialshareholders of the Company. In respect of options granted to executives of the immediate holding company, a total of337,000 options were granted during the financial year, making it a total of 608,000 options granted to those executivesfrom the commencement of the Plan to the end of the financial year. The 2001 Options are exercisable from 28 September2002 to 27 September 2011 (28 September 2002 to 27 September 2006 for non-executive Directors of the Company) andthe exercise price is $0.66 per share for cash.

The details of the Plan (which was started in 1991 as the Jurong Shipyard Limited Executives’ Share Option Scheme) wereset out in the financial statements of that year.

The fair value of each of the 2001 Options at the date of grant is $0.20 which is estimated using the Black-Scholes option-pricing model with the following assumptions: dividend yield of 4.50%, risk free interest rate of 3.42%, expected volatility of37.15% and expected life of 2.5 years.

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The options granted, exercised and cancelled under the Plan during the year and the options outstanding at the end of theyear are as follows: -

1998 1999 2000 2001Options Options Options Options

Date options granted 27 April 1998 10 March 1999 8 September 2000 27 September 2001Option exercise period :-

From 27 April 2000 10 March 2001 8 September 2001 28 September 2002To 26 April 2003 9 March 2004 7 September 2010 27 September 2011

Number of holdersat 31 December 2001 73 29 792 956

Exercise price per option $0.79 $0.65 $0.70 $0.66

Number of options outstanding :-‘000 ‘000 ‘000 ‘000

At 1 January 2001 7,990 8,120 16,344 -Options exercised (3,250) (7,131) (472) (110)Options granted and accepted - - - 14,114Options cancelled (80) (60) (939) (119)

At 31 December 2001 4,660 929 14,933 13,885

The options granted by the Company do not entitle the holders of the options, by virtue of such holdings, to any right toparticipate in any share issue of any other company.

Save as disclosed, there were no other unissued shares of the Company or its subsidiaries under options as at the end ofthe financial year.

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Proforma financial effect under United States Financial Accounting Standard No. SFAS 123

Strictly for information purposes only, the proforma profit after taxation and minority interests and the earnings per sharewould have been as follows had the Company accounted for the fair value of the options granted under United StatesFinancial Accounting Standard No. 123.

2001$’000

Profit after taxation and minority interests, as reported 82,745Proforma profit after taxation and minority interests 80,884

2001cents

Earnings per share, as reported 5.92Proforma earnings per share 5.78

Diluted earnings per share, as reported 5.90Proforma diluted earnings per share 5.76

The estimated fair value of the share options was determined for the first time in respect of grants made for the financial yearended 31 December 1999. The proforma amounts may not be representative of future disclosures since the estimated fairvalue is amortised over the vesting period and additional options may be granted in future years.

Issue of shares by the CompanyDuring the financial year, other than the issue of 10,962,750 new shares of $0.10 each at various exercisable prices underthe Plan, there was no other issue of new shares.

Issue of shares by other companies in the GroupDuring the financial year, JPL Industries Pte Ltd (“JPLI”) a subsidiary of the Company increased its paid up share capital from$6,000,000 to $11,000,000 by issuing 5,000,000 new ordinary shares of par value $1 each at par for cash to provideworking capital. Of these new shares 3,000,000 shares were subscribed by the Company and 2,000,000 by an associatedcompany, thus increasing the Group’s effective interest in JPLI from 35.7% to 63.5%.

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REPORT OF THE

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Directors of the CompanyThe names of the Directors of the Company in office at the date of this report are:

Wong Kok Siew ChairmanTan Kwi Kin PresidentChee Keng SoonGiam Chin ToonEr Kwong WahMasahiro MiyazakiHeng Chiang Gnee (Alternate to Tan Kwi Kin, appointed on 6 April 2001)Tan Pheng Hock (Appointed on 16 April 2001)Kiyotaka Matsuzawa (Appointed on 30 September 2001)

Directors’ interests in shares, share options and debenturesThe following Directors who held office at the end of the financial year had, according to the register required to be keptunder Section 164 of the Companies Act, an interest in shares or debentures of the ultimate holding company, TemasekHoldings (Private) Limited or any other related corporations as stated below:-

Name of Director and Description of interests Shareholdings Other shareholdings inCorporation in which registered in the name which the Director is

interests held of Director deemed tohave an interest

At beginning At end of At beginning At end ofof the year the year of the year the year

Wong Kok SiewSembCorp Marine Ltd 2000 Options to subscribe

for ordinary shares of $0.10each at $0.70 per share 300,000 300,000 - -

2001 Options to subscribefor ordinary shares of $0.10each at $0.66 per share - 250,000 - -

SembCorp Industries Ordinary shares of $0.25Ltd each 236,446 236,446 - -

Options to subscribe forordinary shares of $0.25each at $2.26 per share 500,000 500,000 - -


Options to subscribe forordinary shares of $0.25each at $1.55 per share - 500,000 - -

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Directors’ interests in shares, share options and debentures (cont’d)




Wong Kok SiewSembCorp Logistics Ltd* Options to subscribe for

ordinary shares of $0.25each at $2.50375 per share 80,000 80,000 - -


Singapore Food Ordinary shares of $0.05Industries Limited each 80,000 80,000 - -

Options to subscribe forordinary shares of $0.05 at$0.78 per share 100,000 100,000 - -

Options to subscribe forordinary shares of $0.05 at$0.55 per share 200,000 200,000 - -

Options to subscribe forordinary shares of $0.05 at$0.69 per share - 120,000 - -

Singapore Technologies Ordinary shares of $0.10Engineering Ltd each 5,137 5,137 - -

ST Assembly Test Ordinary shares of $0.25Services Ltd each 2,000 2,000 - -

Raffles Holdings Ltd Ordinary shares of $0.50each 10,000 10,000 - -

Singapore Ordinary shares of $0.15Telecommunications Ltd each 1,620 1,620 1,490 1,490

Pacific Internet Ltd Options to subscribe forordinary shares atUS$32.48 per share 8,000 8,000 - -

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Wong Kok SiewPacific Internet Ltd Options to subscribe for

ordinary shares atUS$25.60 per share 6,000 6,000 - -

Options to subscribe forordinary shares at US$3.60per share - 6,000 - -

Tan Kwi KinSembCorp Marine Ltd Ordinary shares of $0.10

each 100,000 500,000 - -

1998 Options to subscribefor ordinary shares of $0.10each at $0.79 per share 400,000 400,000 - -

1999 Options to subscribefor ordinary shares of $0.10each at $0.65 per share 400,000 - - -

2000 Options to subscribefor ordinary shares of $0.10each at $0.70 per share 1,000,000 1,000,000 - -


SembCorp Industries Ltd Options to subscribe forordinary shares of $0.25each at $1.99 per share 25,000 25,000 - -


Singapore Food Ordinary shares of $0.05Industries Ltd each 18,000 18,000 - -

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Tan Kwi KinSingapore Technologies Ordinary shares of $0.10Enginering Ltd each 17,180 17,180 - -

Raffles Holdings Ltd Ordinary shares of $0.50each 8,000 8,000 - -

Singapore Ordinary shares of $0.15Telecommunications Ltd each 200 200 200 200

Chee Keng SoonSembCorp Marine Ltd 2000 Options to subscribe



SembCorp Industries Ltd Ordinary shares of $0.25each - - 12,951 12,951

SNP Corporation Ltd Ordinary shares of $0.50each - - 5,000 5,000

Singapore Ordinary shares of $0.15Telecommunications Ltd each 1,690 - 6,690 5,000

Singapore Airlines Ltd Ordinary shares of $0.50each 4,000 4,000 4,000 4,000

Giam Chin ToonSembCorp Marine Ltd Ordinary shares of $0.10

each - 32,500 - -


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Giam Chin ToonSembCorp Marine Ltd 2001 Options to subscribe

for ordinary shares of $0.10each at $0.66 per share - 110,000 - -

Er Kwong WahSembCorp Marine Ltd 2000 Options to subscribe



SembCorp Logistics Ltd* Options to subscribe forordinary shares of $0.25each at $2.50375 per share 32,000 32,000 - -


Masahiro MiyazakiSembCorp Marine Ltd 2001 Options to subscribe


At date of At end of At date of At end ofappointment the year appointment the year

Heng Chiang GneeSembCorp Marine Ltd Ordinary shares of $0.10

each - 250,000 - -


1999 Options to subscribefor ordinary shares of $0.10each at $0.65 per share 250,000 - - -

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Heng Chiang GneeSembCorp Marine Ltd 2000 Options to subscribe



SembCorp Industries Ltd Ordinary shares of $0.25each - - 12,715 12,715




Options to subscribe forordinary shares of $0.25each at $2.874 per share 101,724 ** - -

Chartered Semiconductor Ordinary shares of $0.26Manufacturing Ltd each 5,000 5,000 - -


Raffles Holdings Limited Ordinary shares of $0.50each 6,000 6,000 - -

Singapore Computer Ordinary shares of $0.25Systems Limited each 3,000 3,000 - -

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Heng Chiang GneeSingapore Food Ordinary shares of $0.05Industries Limited each 18,000 - - -

Singapore Ordinary shares of $0.15Telecommunications Ltd each 200 200 - -

Vertex Venture Ordinary shares of $0.10Holdings Ltd each 2,074 2,074 - -

Tan Pheng HockSembCorp Marine Ltd 2001 Options to subscribe


Singapore Technologies Ordinary shares of $0.10Engineering Ltd each 13,059 64,864 - -

Options to subscribe forordinary shares of $0.10each at $0.629 per share 171,805 - - -

Options to subscribe forordinary shares of $0.10each at $1.390 per share 300,000 - - -





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Tan Pheng HockSingapore Technologies Options to subscribe forEngineering Ltd ordinary shares of $0.10

each at $2.720 per share 225,000 225,000 - -


CharteredSemiconductor Ordinary shares of $0.26Manufacturing Ltd each 7,000 7,000 - -


Raffles Holdings Limited Ordinary shares of $0.50each 8,000 8,000 - -

Vertex Technology Fund Ordinary shares of(II) Ltd US$1.00 each - - 5 5


* In 2001, SembCorp Logistics Ltd subdivided its ordinary shares of $1 each into 4 ordinary shares of $0.25 each.Accordingly, the number of options and the exercise price have been adjusted for the effect of the sub-division ofshares.

** Options lapsed by 31 December 2001.

There was no change in the Directors’ interests between the end of the financial year and 21 January 2002.

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Directors’ contractual benefitsSave as disclosed in the financial statements, since the end of the previous financial year, no Director of the Company hasreceived or become entitled to receive a benefit by reason of a contract made by the Company or a related corporation withthe Director, or with a firm of which the Director is a member, or with a company in which the Director has a substantialfinancial interest.

Other than the SembCorp Marine Share Option Plan, neither at the end of the financial year, nor at any time during that year,did there subsist any arrangements, to which the Company is a party, whereby Directors might acquire benefits by meansof the acquisition of shares in, or debentures of, the Company or any other body corporate.

Asset valuesBefore the profit and loss account and balance sheet of the Company were made out, the Directors took reasonable stepsto ascertain that:

(a) action had been taken in relation to the writing off of bad debts and the making of provision for doubtful debtsand satisfied themselves that all known bad debts had been written off and that adequate provision for doubtfuldebts had been made; and

(b) any current assets which were unlikely to realise their book value in the ordinary course of business had beenwritten down to their estimated realisable values or adequate provision had been made for the difference betweenthose values.

At the date of this report, the Directors are not aware of any circumstances which would render:(a) any amount written off or provided for bad and doubtful debts in the Group inadequate to any substantial extent;

and

(b) the values attributed to current assets in the consolidated financial statements misleading.

Charges on assets and contingent liabilitiesSince the end of the financial year no charge on the assets of the Company or any company in the Group has arisen whichsecures the liabilities of any other person.

Since the end of the financial year no contingent liability of the Company or any company in the Group has arisen.

Ability to meet obligationsNo contingent or other liability of the Company or any company in the Group has become enforceable or is likely to becomeenforceable within the period of twelve months after the end of the financial year which, in the opinion of the Directors, willor may substantially affect the ability of the Company and of the Group to meet their obligations as and when they fall due.

Other circumstances affecting the financial statementsAt the date of this report, the Directors are not aware of any circumstances not otherwise dealt with in this report or in theconsolidated financial statements which would render any amount stated in the financial statements of the Company andthe consolidated financial statements of the Group misleading.

Unusual items after the financial yearSave as disclosed in Note 35 of the financial statements, in the opinion of the Directors, no item, transaction or event of amaterial and unusual nature has arisen in the interval between the end of the financial year and the date of this report whichwould affect substantially the results of the operations of the Company or of the Group for the financial year in which thisreport is made.

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Audit CommitteeThe Audit Committee’s (the “Committee”) principal functions are to review the audit plans and the scope of examination ofthe external auditor of the company. It also evaluates the findings of the external auditor’s review of the internal accountingcontrols of the Company and the Group. The response of management to these findings is monitored to ensure thatappropriate follow-up measures are taken. The Committee’s activities include a review of the financial statements of theCompany and of the Group for the year ended 31 December 2001 and the report of the external auditor thereon.

For the year ended 31 December 2001, the Committee held six meetings.

The Committee has recommended to the Board that the auditor, Ernst & Young be nominated for re-appointment as auditorat the forthcoming Annual General Meeting of the Company.

AuditorErnst & Young have expressed their willingness to accept reappointment as auditor.

On behalf of the Board,

WONG KOK SIEWChairman

TAN KWI KINPresident

Singapore18 February 2002

REPORT OF THE

DIRECTORS

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The Board of Directors (the “Board”) is pleased to report on its corporate governance activities and processes for thefinancial year ended 31 December 2001. The Company’s corporate governance currently embraces the best practicescontained in the Best Practices Guide issued by the Singapore Exchange Securities Trading Limited.

Report on Corporate Governance Activities and Processes

The Board of DirectorsPresently, the Board comprises nine Directors. The Board meets regularly throughout the year and during the year underreview, the Board met five times.

Audit CommitteeThe Audit Committee consists of three members of which two are independent and is chaired by Mr Chee Keng Soon. TheCommittee met six times during the year under review.

The main responsibility of the Committee is to review with the internal auditors and management, the Company’s generalpolicies and control procedures, as well as interested persons transactions. The Committee also reviews with the externaland internal auditors and management the adequacy of internal accounting controls and financial reporting controls, as wellas the financial statements. The Committee may suggest matters to be included for review by the external and internalauditors and may meet with the external or internal auditors to discuss any matters that the Committee or external orinternal auditors believe should be discussed privately with the Audit Committee without the presence of management.

The Share Option Plan CommitteeThe Share Option Plan Committee currently comprises two directors of the Company. The Committee reviews and determinesthe eligibility of full-time employees of the Company and its subsidiaries and any other eligible persons to participate in theShare Option Plan and the number of options to be offered to each participant, in accordance with the terms and conditionsof the Share Option Plan.

Dealing in securitiesThe Company has adopted a Code of Compliance on Dealing in Securities, whereby there should be no dealings in theCompany’s securities by its officers during the period commencing one month prior to the announcement of the Company’sannual or half-year results. Directors and executives are also expected to observe insider trading laws at all times even whendealing in securities within the permitted trading period.

CORPORATE GOVERNANCE STATEMENT

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We, Wong Kok Siew and Tan Kwi Kin, being two of the Directors of SembCorp Marine Ltd, do hereby state that, in theopinion of the Directors :

(i) the accompanying balance sheets, profit and loss accounts, statement of changes in equity of the Company and ofthe Group and the consolidated cashflow statement, together with the notes thereto, set out on pages 94 to 139 aredrawn 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 December2001, and of the results of the business and the changes in equity of the Company and of the Group and the cashflows of the Group for the year ended on that date; and

(ii) at the date of this statement there are reasonable grounds to believe that the Company will be able to pay its debtsas and when they fall due.

The Board of Directors authorised these financial statements for issue on 18 February 2002.

On behalf of the Board,

WONG KOK SIEWChairman

TAN KWI KINPresident


STATEMENT BY

DIRECTORS Pursuant to Section 201(15)

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We have audited the financial statements of SembCorp Marine Ltd and the consolidated financial statements of the Groupset out on pages 94 to 139. The financial statements comprise the balance sheets of the Company and of the Group as at31 December 2001, the profit and loss accounts and statement of changes in equity of the Company and of the Group andcash flow statement of the Group for the year ended 31 December 2001, and notes thereto. These financial statements arethe responsibility of the Company’s Directors. Our responsibility is to express an opinion on these financial statementsbased on our audit.

We conducted our audit in accordance with Singapore Standards on Auditing. Those Standards require that we plan andperform 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 asevaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion,(a) the financial statements and consolidated financial statements are properly drawn up in accordance with the

provisions of the Companies Act (Act) and Singapore Statements of Accounting Standard and so as to give a trueand fair view of:-

(i) the state of affairs of the Company and of the Group as at 31 December 2001, the results and changes inequity of the Company and of the Group and the 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 financial statements and consolidatedfinancial statements;

(b) the accounting and other records and the registers required by the Act to be kept by the Company and by thesubsidiary companies incorporated in Singapore, of which we are the auditors, have been properly kept in accordancewith the provisions of the Act.

We have considered the financial statements and auditors’ reports of all subsidiaries of which we have not acted as auditors,being financial statements included in the consolidated financial statements. The names of those subsidiaries audited byour associated firms are stated in Note 36.

We are satisfied that the financial statements of the subsidiary companies that have been consolidated with the financialstatements of the Company are in form and content appropriate and proper for the purposes of the preparation of theconsolidated financial statements, and we have received satisfactory information and explanation as required by us forthose purposes.

The auditors’ reports on the financial statements of the subsidiaries were not subject to any qualification, and in respect ofsubsidiaries incorporated in Singapore did not include any comment made under Section 207(3) of the Act.

ERNST & YOUNGCertified Public Accountants


REPORT OF THE AUDITORTO THE MEMBERS OF SEMBCORP MARINE LTD

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Group CompanyNote 2001 2000 2001 2000

$’000 $’000 $’000 $’000

Turnover 3 854,461 763,008 26,355 103,183Cost of sales (744,842) (662,082) (12,367) (64,492)

Gross profit 109,619 100,926 13,988 38,691Other operating income 17,565 19,753 5,390 3,660General & administrative expenses (44,020) (41,520) (4,681) (5,756)

Operating profit 4 83,164 79,159 14,697 36,595Dividend & net interest income 5 19,432 17,230 54,726 58,519Exceptional items 6 1,201 6,477 (15,873) 13,063Share of results of associated companies & joint ventures 7 (405) (6,791) - -

Profit before taxation 103,392 96,075 53,550 108,177Taxation 8 (22,539) (21,117) (10,968) (15,303)

Profit after taxation 80,853 74,958 42,582 92,874Minority interests 1,892 4,820 - -

Profit attributable to Members of the Company 82,745 79,778 42,582 92,874

Group2001 2000

Cents CentsEarnings per share 9Basic 5.92 5.72Diluted 5.90 5.72

The accompanying notes form an integral part of the financial statements.

PROFIT AND LOSS ACCOUNTS for the year ended 31 December 2001

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Group CompanyNote 2001 2000 2001 2000

$’000 $’000 $’000 $’000

NON-CURRENT ASSETSFixed assets 10 429,914 411,997 188,378 192,425Subsidiaries 11 - - 299,858 305,233Associated companies and joint ventures 12 89,977 80,604 51,568 37,544Other long term investments 13 98,152 98,645 75,684 76,261Long term trade debtors 14 167,356 125,696 87,920 109,441Intangibles 15 15,567 403 - -

TOTAL NON-CURRENT ASSETS 800,966 717,345 703,408 720,904

CURRENT ASSETSStocks and work-in-progress 16 189,357 136,408 - -Trade debtors 14 380,226 258,277 54,898 45,583Other debtors 17 59,395 82,714 158,545 59,882Fixed deposits 12,933 149,819 4,703 104,461Bank and cash balances 44,549 49,059 4,943 10,843

TOTAL CURRENT ASSETS 686,460 676,277 223,089 220,769

CURRENT LIABILITIESTrade creditors 18 431,075 392,766 9,309 18,806Other creditors and provisions 19 15,181 11,199 124,451 114,125Borrowings 20 21,256 3,236 27 -Provision for taxation 31,674 27,873 9,451 13,566

TOTAL CURRENT LIABILITIES 499,186 435,074 143,238 146,497

NET CURRENT ASSETS 187,274 241,203 79,851 74,272

TOTAL ASSETS LESS CURRENT LIABILITIES 988,240 958,548 783,259 795,176

NON-CURRENT LIABILITIESBorrowings 20 4,801 4,947 - -Deferred taxation 21 48,608 50,527 35,730 37,479Hire purchase creditors 22 226 528 - -Provision for retirement gratuities 23 1,699 878 - -

TOTAL NON-CURRENT LIABILITIES 55,334 56,880 35,730 37,479

932,906 901,668 747,529 757,697

CAPITAL & RESERVESShare capital 24 140,614 139,518 140,614 139,518Reserves 25 782,274 751,231 606,915 618,179

922,888 890,749 747,529 757,697

MINORITY INTERESTS 10,018 10,919 - -

932,906 901,668 747,529 757,697


BALANCE SHEETS as at 31 December 2001

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Group Company2001 2000 2001 2000$’000 $’000 $’000 $’000

Issued capital- ordinary shares (1)

Balance at 1 January1,395,178,230 shares of $0.10 each

(2000 : 139,517,823 shares of $0.50 each) 139,518 69,759 139,518 69,759Sub-division of 139,517,823 shares of $0.50 each

into 697,589,115 shares of $0.10 each in year 2000 - - - -Bonus issue of 697,589,115 shares of $0.10 each

in year 2000 - 69,759 - 69,759Issue of 10,962,750 shares of $0.10 each upon exercise

of share options (2000 : Nil) 1,096 - 1,096 -

Balance at 31 December1,406,140,980 shares of $0.10 each(2000 : 1,395,178,230 shares of $0.50 each) 140,614 139,518 140,614 139,518

Revenue reserveBalance at 1 January as previously reported 499,469 442,889 394,546 325,045Cumulative effect upon adoption of SAS 10, Note 26 (a) - 38,978 - 38,978Cumulative effect upon adoption of SAS 17 (2,916) (2,536) (146) (133)

As restated 496,553 479,331 394,400 363,890Profit for the year 82,745 79,778 42,582 92,874Dividends on ordinary shares, Note 26 (b) (60,356) (62,364) (60,356) (62,364)Dilution of equity interest in an associated company - (192) - -

Balance at 31 December 518,942 496,553 376,626 394,400

Foreign currency translation reserveBalance at 1 January 3,428 2,557 - -Translation differences for the year 2,152 871 - -

Balance at 31 December 5,580 3,428 - -

Share premium accountBalance at 1 January 222,819 293,244 222,819 292,610Premium on shares issued on exercise of share options 6,510 - 6,510 -Applied for bonus issue of shares - (69,759) - (69,759)Bonus share issue expenses - (32) - (32)Reclassification to other capital reserves - (634) - -


Asset revaluation reserveBalance at 1 January and 31 December 960 960 960 960

STATEMENT OF

CHANGES IN EQUITY for the year ended 31 December 2001

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Group Company2001 2000 2001 2000$’000 $’000 $’000 $’000

Other capital reservesBalance at 1 January as previously reported 27,157 24,857 - -Effect upon adoption of SAS 32 arising from redeemable

convertible loan stock 314 314 - -

As restated 27,471 25,171 - -Share of an associated company’s capital reserves and

capitalisation upon bonus issue (8) 1,666 - -Reclassification from share premium account - 634 - -

Balance at 31 December 27,463 27,471 - -

Total shareholders’ equity 922,888 890,749 747,529 757,697

Net change in equity from non-ownersources excluding net profits 2,144 2,537 - -

(1) The holders of ordinary shares are entitled to receive dividends as and when declared by the Company. All ordinaryshares carry one vote per share without restriction.


STATEMENT OF

CHANGES IN EQUITY for the year ended 31 December 2001

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2001 2000$’000 $’000

CASH FLOW FROM OPERATING ACTIVITIESOperating profit 83,164 79,159Adjustments for :

Gain on disposal of fixed assets (4,516) (6,762)Amortisation of goodwill on consolidation 1,520 -Amortisation of redeemable convertible loan stock discount interest 100 -Depreciation of fixed assets 28,829 27,276Deferred expenditure write-off 403 4Fixed assets write-off 6 16

Operating income before reinvestment in working capital 109,506 99,693Increase in stocks and work-in-progress (52,949) (78,583)(Increase)/decrease in debtors (133,503) 75,121Increase in creditors 42,989 9,818Increase in deferred expenditure - (57)

Cash (used in)/generated from operations (33,957) 105,992Investment and interest income received 19,093 18,214Income taxes paid (20,313) (22,041)Interest paid (262) (1,329)

Net cash (used in)/provided by operating activities (35,439) 100,836

CASH FLOW FROM INVESTING ACTIVITIES:Additional interest in a subsidiary (1,135) -Disposal of subsidiaries, net (225) (363)Investment in associated companies (31,798) (494)Purchase of fixed assets (49,146) (45,463)Purchase of other long term investments (40) (2,000)Capital refund from associated companies 3,387 -Dividends from associated companies and joint ventures 2,135 1,424Partial return of capital by an associated company in voluntary liquidation 327 -Proceeds from disposal of fixed assets 931 49,505Proceeds from sale of associated company 482 -Proceeds from sale of other long term investments 1,962 977

Net cash (used in)/provided by investing activities (73,120) 3,586

CASH FLOWSTATEMENT OF THE GROUP

for the year ended 31 December 2001

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2001 2000$’000 $’000

CASH FLOW FROM FINANCING ACTIVITIES:Dividends paid- by the Company (60,356) (62,364)- by subsidiary to minority shareholders - (473)Proceeds on issue of new shares- by the Company 7,606 -- by subsidiary to an associated company 2,000 -Additional short term bank loan 20,000 -Repayment of borrowings (328) (7,245)Repayment to hire purchase creditors (334) (258)Repayment from associated company 473 376

Net cash used in financing activities (30,939) (69,964)

Net (decrease)/increase in cash and cash equivalents (139,498) 34,458Cash and cash equivalents at beginning of year 195,970 161,512

Cash and cash equivalents at end of year (Note 29) 56,472 195,970

The disposal of subsidiary companies in 2001 and 2000 have been shown as a single item. The effect on the individualassets and liabilities is set out below :-

2001 2000$’000 $’000

Fixed assets - (21,505)Joint venture (1,500) -Stocks and work-in-progress - (7,157)Debtors (9) (27,005)Bank and cash balances (225) (4,719)Bank overdrafts, unsecured - 20Bank loans, unsecured - 1,000Creditors 8 21,796Current taxation 9 3Deferred taxation - 2,852

Net assets disposed (1,717) (34,715)Minority interests 137 13,886Amount taken up as associated company - 12,046Loss/(gain) on disposal 230 (6,083)

Sales proceeds (1,350) (14,866)Amount reflected as non-trade receivables 1,350 10,530

Cash received - (4,336)


for the year ended 31 December 2001

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2001 2000$’000 $’000

The disposal of subsidiaries, net of cash is represented by :Cash received - 4,336Less : Bank and cash balances (225) (4,719)Add : Bank overdrafts, unsecured - 20

Net cash outflow (225) (363)



for the year ended 31 December 2001 (cont’d)

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101

1. GeneralThe financial statements of SembCorp Marine Ltd for the year ended 31 December 2001 were authorised for issue inaccordance with a resolution of the Directors on 18 February 2002.

The Company is a limited liability company incorporated in the Republic of Singapore. Its immediate holding company isSembCorp Industries Ltd and the ultimate holding company is Temasek Holdings (Private) Limited. Both holding companiesare incorporated in the Republic of Singapore.

The registered office and principal place of business of the Company is located at 29 Tanjong Kling Road, Singapore628054.

The principal activities of the Company are provision of management services and investment holding. The principalactivities of subsidiaries and associated companies are stated in Note 36. There have been no significant changes in thenature of these activities of the Company and its subsidiaries during the year.

2. Significant Accounting Policies(a) Basis of preparation of financial statements

The financial statements are expressed in Singapore dollars. The financial statements have been prepared inaccordance with Singapore Statements of Accounting Standard (“SAS”) and applicable requirements of Singaporelaw.

The financial statements have been prepared under the historical cost basis modified by the revaluation of certainfixed assets. The accounting policies have been consistently applied and, except for the changes in accountingpolicies disclosed in paragraphs (b), (c), (e), (o) and (p) below, are consistent with those used in the previous year.

(b) Changes in accounting policiesThe following SASs have been adopted in the financial statements :-SAS 8 (Revised 2000) Net Profit or Loss for the Period, Fundamental Errors and Changes in Accounting PoliciesSAS 10 (Revised 2000) Events Occurring after the Balance Sheet DateSAS 17 Employee BenefitsSAS 22 (Revised 2000) Business CombinationsSAS 31 Provisions, Contingent Liabilities and Contingent AssetsSAS 32 Financial Instruments - Disclosure and PresentationSAS 34 Intangible AssetsSAS 35 Discontinuing OperationsSAS 36 Impairment of Assets

The adoption of the above SASs does not give rise to any prior year adjustments except for SAS 10, SAS 17 andSAS 32. The adjustments to the opening balances of accumulated profits of the prior and current years or to achange in comparatives arising from the adoption of SAS, 10, SAS 17 and SAS 32 are disclosed in the Statement ofChanges in Equity.

(c) Principles of consolidationThe accounting year of the Company and all its subsidiaries ends on 31 December and the consolidated financialstatements incorporate the financial statements of the Company and all its subsidiaries. The results of subsidiariesacquired or disposed of during the year are included in or excluded from the Group results from the respective datesof acquisition or disposal, as applicable.

NOTESTO THE FINANCIAL STATEMENTS

31 December 2001

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31 December 2001

2. Significant Accounting Policies (cont’d)

(c) Principles of consolidation (cont’d)

In accordance with the transitional provisions of SAS 22 (Revised 2000), goodwill arising on acquisition which representsthe excess of the cost of acquisition over the fair value of the Group’s share of the identifiable net assets acquired isamortised on a straight-line basis through the consolidated profit and loss account over a period not exceeding 20years from the date of initial recognition. Prior to 2001, such goodwill was written off immediately to Group reservesin the year in which it arises.

Goodwill is stated at cost less accumulated amortisation and impairment loss.

Assets, liabilities and results of the overseas subsidiary companies are translated into Singapore dollars on the basisoutlined in paragraph (t) below.

(d) SubsidiariesShares in subsidiaries are stated at cost and provision is made for diminution in value which is considered to be otherthan temporary. Dividend income is accrued on the basis of dividends declared.

(e) Associated companies and joint venturesAn associated company is defined as a company, not being a subsidiary, in which the Group has a long term interestof not less than 20% of the equity and in whose financial and operating policy decisions the Group exercisessignificant influence. The accounting year of the associated companies ends on 31 December.

A joint venture, not being a subsidiary or associated company, is one in which the Group has a long term interest andcontractual arrangement whereby parties in the joint venture undertake an economic activity whose operational andfinancial affairs are subject to the joint control of the Group and the contractual parties.

The Group’s share of the results of associated companies and joint ventures are included in the consolidated profitand loss account under the equity method. The Group’s share of post-acquisition reserves of associated companiesand joint ventures are included in the investments in associated companies and joint ventures, respectively, in theconsolidated balance sheet. Where the audited financial statements are not available, the share of results is arrivedat from unaudited management financial statements made up mainly to the end of the accounting year to 31 December.Effective 2001, the Group adopted SAS 22 (Revised 2000), paragraph (c).

Shares in associated companies and joint ventures are stated in the Company’s balance sheet at cost and provisionis made for diminution in value which is considered to be other than temporary.

Dividend income is accrued on the basis of dividends declared.

(f) Revenue recognitionRevenue from the building of new ships, ship repairs and conversions are recognised on the percentage of completionmethod in proportion to the stage of completion, provided the work is at least 20% complete and the outcome of thecontract can be reliably estimated. The percentage of completion is measured by reference to the percentage ofcosts incurred to-date to the estimated total costs for each contract, with due consideration made to include onlythose costs that reflect works performed.

Income on goods sold and other services rendered is recognised on completion of delivery. Charter hire income istaken to the profit and loss account on an accrual basis.

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31 December 2001

(g) Fixed assetsFixed assets are stated at cost or valuation less accumulated depreciation. The cost of an asset comprises itspurchase 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 repairsare charged to the profit and loss account. When assets are sold or retired, their cost and accumulated depreciationare removed from the financial statements and any gain or loss resulting from their disposal is included in the profitand loss account.

Where fixed assets are revalued, any surplus on revaluation is credited to the asset revaluation reserve. A decreasein net carrying amount arising on revaluation of fixed assets is charged to the profit and loss account to the extentthat it exceeds any surplus held in reserve relating to previous revaluation of the same class of assets.

(h) DepreciationDepreciation is calculated on the straight-line method to write off the cost or valuation of fixed assets over theirestimated useful lives. No depreciation is provided on freehold land. The estimated useful lives of fixed assets are asfollows:

Freehold and leasehold buildings 45 years or remaining period of leaseQuays and dry docks 60 years or remaining period of leasePlant and machinery and tools 3 to 10 yearsMotor vessels, launches, cranes and floating docks 3 to 20 yearsMotor vehicles 3 to 5 yearsFurniture and office equipment 3 to 5 yearsUtilities and fittings 30 yearsComputer equipment 1 to 5 years

Fully depreciated assets are retained in the financial statements until they are no longer in use and no further chargefor depreciation is made in respect of these assets.

(i) Deferred expenditureResearch and development costs are expensed as incurred except for development costs which are recognised asan asset to the extent that it is expected that such assets will generate future economic benefits. Such costs areamortised over a period of three to five years commencing from the date of operations or when the relevant productscommence commercial operations.

(j) InvestmentsInvestments held on a long-term basis are stated at average cost. Provision is made for diminution in value which isconsidered to be other than temporary.

Dividend income is recognised in the profit and loss account upon actual receipt. Interest income is accrued on theday-to-day basis.

(k) Stocks and work-in-progressStocks consist mainly of steel and other materials used for shipbuilding, repair and conversion and are stated at thelower of cost and net realisable value. Cost is principally determined on the weighted average method. Provision ismade for all deteriorated, obsolete and slow-moving items.

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31 December 2001


(k) Stocks and work-in-progress (cont’d)

Work-in-progress comprises mainly uncompleted shipbuilding, repair and conversion jobs. It is stated at the lower ofcost and net realisable value. Cost includes materials, direct labour, sub-contractors’ costs and appropriate allocationof fixed and variable production overheads. Provision is made for anticipated losses, if any, on work-in-progresswhen the possibility of loss is ascertained.

(l) Trade and other receivablesTrade and other receivables, including related companies and related parties, are recognised and carried at originalinvoice amount less an allowance for any uncollectible amounts. An estimate for doubtful debts is made whencollection of the full amount is no longer probable. Bad debts are written off as incurred.

(m)Trade and other payablesLiabilities for trade and other amounts payable, including related companies and related parties, are carried at costwhich is the fair value of the consideration to be paid in the future of goods and services received, whether or notbilled to the Group.

(n) Finance leases and hire purchase assetsFinance leases are those leasing agreements including hire purchases that give rights approximating to ownership.Assets financed under such leases are treated as if they had been purchased outright at the present value of theminimum lease payments during the periods of leases and the corresponding leasing commitments are shown asobligations to the lessor. Depreciation of the relevant assets is provided for as in paragraph (h) above. Lease paymentsare treated as consisting of capital and interest elements and the interest is amortised on the reducing balance basisover each lease term and charged to the profit and loss account.

(o) Employee benefitsDefined contribution planThe Group’s companies in Singapore make contributions to the state pension scheme, the Central Provident Fund,as required by Singapore law. Contributions to this fund are recognised as compensation expense in the sameperiod as the employment that gives rise to the contribution.

Employee leave entitlementIn accordance with SAS 17, employee entitlements to annual leave are recognised when they accrue to employees.An accrual is made for the estimated liability for leave as a result of services rendered by employees up to thebalance sheet date. Prior to the adoption of SAS 17, the costs of employee leave entitlement were recognisedwhen paid.

Employee Stock OptionThe Group has an employee share incentive plan for the granting of non-transferable share options. No compensationcost or obligations is recognised. When the options are exercised, equity is increased by the amount of the proceedsreceived.

Retirement gratuityRetirement benefits payable to certain categories of employees upon their retirement are provided for in the financialstatements based on their entitlement under the staff benefit plan or, in respect of unionised employees who joinedon or before 31 December 1998, based on an agreement with the Union.

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105


31 December 2001

The Group’s net obligation in respect of retirement benefit is the amount of future benefits that employees hadearned in return for their service in the current and prior periods. The obligation is calculated using the projectedsalary increase and is discounted to its present value and the fair value of any related assets is deducted.

(p) BorrowingsInterest bearing loansInterest bearing loans are recognised at cost.

Redeemable convertible loan stockThe components of the loan stock are split using the incremental method, where the value of the equity componentis the difference between the total proceeds at the date of issue and the present value of a similar liability instrumentwithout conversion right.

The equity component of the loan is included in the redeemable convertible loan stock reserve. The financial componentis initially recognised at fair value and subsequently at amortised cost. Amortised cost is calculated by taking intoaccount the discounts on settlement. The discount is amortised over the life of the redeemable convertible loanstock and charged directly to the profit and loss account.

(q) ProvisionsA provision is recognised when there is a present obligation (legal or constructive) as a result of a past event and it isprobable that an outflow of resources embodying economic benefits will be required to settle the obligation, and areliable estimate can be made of the amount of the obligation. Provisions are reviewed at each balance sheet dateand adjusted to reflect the current best estimate.

(r) ImpairmentThe carrying amounts of the Group’s assets, other than inventories, are reviewed at each balance sheet date todetermine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amountis estimated.

An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds itsrecoverable amount. All impairment losses are recognised in the profit and loss account.

Calculation of recoverable amountThe recoverable amount is the greater of the asset’s net selling price and value in use. In assessing value in use, theestimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects currentmarket assessments of the time value of money and the risks specific to the asset. For an asset that does notgenerate cash inflows largely independent of those from other assets, the recoverable amount is determined for thecash-generating unit to which the asset belongs.

Reversal of impairment lossAn impairment loss is reversed if there has been a change in the estimates used to determine the recoverableamount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed thecarrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss hadbeen recognised. A reversal of an impairment loss in respect of land and buildings carried at revalued amount isrecognised in the same way as a revaluation increase. All other reversals of impairment are recognised in the profitand loss account.

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31 December 2001


(r) Impairment (cont’d)

An impairment loss in respect of goodwill is not reversed unless the loss was caused by a specific external event ofan exception nature that is not expected to recur, and the increase in recoverable amount relates clearly to thereversal of the effect of that specific event.

(s) Deferred taxationDeferred taxation is accounted for under the liability method, whereby the tax charge for the year is based on thedisclosed book profit after adjusting for all permanent differences. The amount of taxation deferred on account of alltiming differences is reflected in the deferred taxation account. Deferred tax benefits are not recognised unless thereis reasonable expectation of their realisation.

(t) Foreign currenciesForeign currency transactions are recorded in Singapore dollars at rates of exchange approximating those ruling attransaction dates. Foreign currency monetary assets and liabilities are translated at rates ruling at the balance sheetdate. All exchange differences are dealt with in the profit and loss account.

For inclusion in the consolidated financial statements, all assets and liabilities of the foreign subsidiaries, associatedcompanies and joint ventures are translated into Singapore dollars at the exchange rates ruling at the balance sheetdate and the results of foreign subsidiaries, associated companies and joint ventures are translated into Singaporedollars at the average exchange rates. Exchange differences due to such currency translations are included in theforeign currency translation reserve.

(u) Cash and cash equivalentsCash and cash equivalents consist of cash at bank and in hand less bank overdrafts but exclude secured bankoverdrafts which are used for financing activities.

3. TurnoverTurnover represents sales from the various activities described in Note 1 and Note 36, including the revenue recognisedon contracts relating to the building of new ships, ship repairs and conversions which are at least 20% complete.

Group Company2001 2000 2001 2000$’000 $’000 $’000 $’000

Services rendered :Shiprepair, building and conversion 806,609 706,846 6,802 87,946Ship chartering 21,926 1,529 - -Rent - - 15,436 11,957Management fee - - 4,117 3,280Others 12,763 30,724 - -

Sale of goods 13,163 23,909 - -

854,461 763,008 26,355 103,183

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31 December 2001

4. Operating profitOperating profit is stated after charging/(crediting) :-

Group Company2001 2000 2001 2000$’000 $’000 $’000 $’000

Directors’ remuneration -Directors of the Company 1,453 1,265 1,453 1,265Other directors of subsidiaries 713 963 - -

Directors’ fee -Directors of the Company, prior year’s underprovision 136 - 136 -

Depreciation of fixed assets 28,829 27,276 4,500 5,172Provisions/(write-back) -

Deferred repair and maintenance - (2,283) - -External party trade debts 2,093 (1,051) - (2,199)Retirement gratuities 898 158 - -Stock obsolescence 333 411 - -

Rental expenses 17,057 17,473 7,360 7,280Write-off -

Trade debts 360 69 - -Fixed assets 6 16 - -Deferred expenditure 403 - - -

Amortisation -Deferred expenditure - 4 - -Goodwill 1,520 - - -Redeemable convertible loan stock discount 100 - - -

Auditors’ remuneration -Auditor of the Company

Statutory audit 353 343 66 66Prior year’s underprovision - 6 15 -Other services 85 8 65 8

Other auditors of subsidiariesStatutory audit 37 41 - -Other services - 36 - -

At 31 December 2001, the Group and Company had 5,220 and 12 (2000 : 4,455 and 8) employees, respectively. Staffcosts, which include Directors’ remuneration for the year, amounted to $153,198,000 (2000 : $136,521,000) and $2,496,000(2000 : $20,258,000) for the Group and Company, respectively. Central Provident Fund contributions which amounted to$8,410,000 (2000 : $6,524,000) and $62,000 (2000 : $685,000) for the Group and Company, respectively, were includedas part of staff costs for the year.

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31 December 2001

4. Operating profit (cont’d)

Operating profit is stated after crediting :-

Group Company2001 2000 2001 2000$’000 $’000 $’000 $’000

Foreign currency exchange gains 5,221 1,521 1,333 612Gain on disposal of fixed assets 4,516 6,762 4,122 -

5. Dividend and net interest income

Group Company2001 2000 2001 2000$’000 $’000 $’000 $’000

Gross dividend :Unquoted subsidiaries - - 36,905 42,216Unquoted associated company - - 821 10Quoted equity shares 96 673 1,952 671

96 673 39,678 42,897

Interest income :Subsidiary companies - - 4,174 3,903Associated company 3,718 5,106 3,212 4,558Unquoted bonds 4,350 4,360 4,350 4,360Trade debtors 6,562 3,376 2,770 1,251Fixed deposits 2,023 2,729 1,272 1,647Loan to immediate holding company 678 998 - -Others 2,296 1,317 816 1,259

19,627 17,886 16,594 16,978

Interest expense :Redeemable convertible loan stock - (1,000) - -Subsidiaries - - (1,524) (1,343)Bank borrowings (291) (329) (22) (13)

(291) (1,329) (1,546) (1,356)

19,432 17,230 54,726 58,519

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31 December 2001

6. Exceptional items

Group Company2001 2000 2001 2000$’000 $’000 $’000 $’000

Gain/(loss) on :Partial divestment of subsidiaries - 6,083 - 12,669Sale of long term equity investments 1,370 394 1,370 394Sale of a subsidiary company (230) - 397 -Sale of an associated company 61 - 360 -

1,201 6,477 2,127 13,063

Provision for share of loss in an associated company - - (12,000) -

Provision for diminution in value of :Subsidiary company - - (5,385) -Associated company - - (615) -

- - (18,000) -

1,201 6,477 (15,873) 13,063

7. Share of results of associated companies and joint venture

Group2001 2000$’000 $’000

Share of net losses for the year (405) (6,791)Taxation (335) (330)

(740) (7,121)

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31 December 2001

8. Taxation

Group Company2001 2000 2001 2000$’000 $’000 $’000 $’000

In respect of profit for the year :Current taxation 24,212 24,441 13,179 19,486Deferred taxation 154 1,020 (279) 812

24,366 25,461 12,900 20,298

Overprovision in respect of prior years :Current taxation (89) (3,832) (462) (3,904)Deferred taxation (2,073) (842) (1,470) (1,091)

(2,162) (4,674) (1,932) (4,995)

Share of taxation of associated companies and joint ventures 335 330 - -

22,539 21,117 10,968 15,303

The Group and the Company have exempt profits amounting to approximately $114,000,000 (2000: $114,000,000) and$25,000,000 (2000: $16,000,000), respectively. Of this amount, $113,000,000 (2000: $108,000,000) for the Group hasbeen agreed with the Comptroller of Income Tax.

As at 31 December 2001, certain subsidiary companies have unutilised tax losses of $2,464,000 (2000 : $2,181,000) andcapital allowances of $6,678,000 (2000 : $5,916,000) available for set-off against future taxable income subject to theprovisions of the Income Tax Act and agreement by the Comptroller of Income Tax.

The amounts of tax losses and capital allowances previously carried forward at the beginning of the year and which havebeen utilised in the year to arrive at the computation of tax liabilities for the year are not significant.

A reconciliation of the statutory tax rate to the effective tax rate applicable to profit from continuing operations for the yearsended 31 December was as follows:

Group Company2001 2000 2001 2000

% % % %

Domestic statutory tax rate 24.5 25.5 24.5 25.5Exempt income and capital gains (1.3) (3.5) (7.0) (6.5)Loss making companies 2.5 3.4 - -Provision for share of loss in an associated company - - 8.2 -Tax rebate (1.2) - (0.6) -Others (0.6) 1.4 (1.0) (0.2)

Effective tax rate 23.9 26.8 24.1 18.8

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31 December 2001

9. Earnings per share(a) Basic earnings per share (“EPS”) is calculated by dividing the profit attributable to shareholders after deducting

minority interests of $82,745,000 (2000: $79,778,000) by the weighted average number of ordinary shares in issueduring the year of 1,398,765,833 (2000: 1,395,178,230).

(b) Fully diluted EPS is calculated after adjusting for those shares not yet exercised under the SembCorp Marine ShareOption Plan as follows: -

Group2001 2000

Weighted average number of ordinary shares in issue during the year 1,398,765,833 1,395,178,230Weighted average increase in number of ordinary shares assuming the exercise of all outstanding options 4,420,000 471,000

Weighted average number of ordinary shares outstanding used in the calculation of fully diluted EPS 1,403,185,833 1,395,649,230

(c) The basic and fully diluted EPS are as follows:

Group2001 2000

Cents Cents

Basic EPS 5.92 5.72Fully diluted EPS 5.90 5.72

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31 December 2001

10. FIXED ASSETS

Land & buildings Docks, quays, PlantShort term Construction- launches, machinery

Freehold leasehold in-progress cranes & & tools Others Totalmarine vessels

$’000 $’000 $’000 $’000 $’000 $’000 $’000

GroupCost or valuation

Cost at 1.1.2001 4,562 81,545 2,746 389,848 117,999 18,393 615,093Valuation - - - 25,152 - - 25,152

4,562 81,545 2,746 415,000 117,999 18,393 640,245Currency re-alignment 168 - - - 15 10 193Additions 1,821 613 6,853 29,437 7,072 3,350 49,146Disposals (2,106) - - (25) (496) (487) (3,114)Write-off - - - - (60) (208) (268)

At 31.12.2001 4,445 82,158 9,599 444,412 124,530 21,058 686,202

Representing :Valuation - - - 25,152 - - 25,152Cost 4,445 82,158 9,599 419,260 124,530 21,058 661,050

4,445 82,158 9,599 444,412 124,530 21,058 686,202

Accumulated depreciation

At 1.1.2001 769 31,958 - 103,986 75,114 16,421 228,248Currency re-alignment 11 - - - 13 10 34Charge for the year 60 1,604 - 15,105 9,103 2,957 28,829Disposals (88) (217) (256) (561)Write-off - - - - (57) (205) (262)

At 31.12.2001 752 33,562 - 119,091 83,956 18,927 256,288

Charge for 2000 83 1,604 - 12,517 10,641 2,431 27,276

Net book valueAt 31.12.2001 3,693 48,596 9,599 325,321 40,574 2,131 429,914

At 31.12.2000 3,793 49,587 2,746 311,014 42,885 1,972 411,997

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31 December 2001

Land & buildings Docks, quays, PlantShort term Construction- launches, machinery

Freehold leasehold in-progress cranes & & tools Others Totalmarine vessels

$’000 $’000 $’000 $’000 $’000 $’000 $’000

CompanyCost or valuation

At 1.1.2001 1,729 43,984 650 203,039 4,023 755 254,180Additions 1,821 - 650 - - - 2,471Disposals (2,106) - - - - (159) (2,265)

At 31.12.2001 1,444 43,984 1,300 203,039 4,023 596 254,386

Representing :Valuation - - - 25,152 - - 25,152Cost 1,444 43,984 1,300 177,887 4,023 596 229,234

1,444 43,984 1,300 203,039 4,023 596 254,386Accumulated depreciation

At 1.1.2001 553 14,841 - 43,647 1,959 755 61,755Charge for the year 19 964 - 3,383 134 - 4,500Disposals (88) - - - - (159) (247)

At 31.12.2001 484 15,805 - 47,030 2,093 596 66,008

Charge for 2000 24 964 - 3,671 335 178 5,172

Net book valueAt 31.12.2001 960 28,179 1,300 156,009 1,930 - 188,378

At 31.12.2000 1,176 29,143 650 159,392 2,064 - 192,425

(a) Docks and quays are stated at Directors’ valuation of 1973 of $25,152,000 with subsequent additions stated atcost. If the following revalued assets of the Group and Company have been included in the financial statements atcost less accumulated depreciation, the net written down value would have been:

Group and Comapny2001 2000$’000 $’000

Docks and quays 7,237 7,485

The revalued net book value of docks and quays is $12,230,000 (2000: $12,649,000).

(b) Net book value of plant and equipment of a subsidiary company amounting to $841,000 (2000: $916,000) is pledgedas security for a term loan granted to that subsidiary.

Net book value of fixed assets acquired under hire purchase agreements as at balance sheet date amounted to$982,000 (2000: $1,187,000) in respect of the Group only.

(c) Others comprise motor vehicles, furniture and office equipment, utilities and fittings and computer equipment.

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31 December 2001

11. Subsidiaries

Company2001 2000$’000 $’000

Unquoted shares, at cost 211,744 209,525Provision for diminution in value (5,385) -

206,359 209,525Loan to a subsidiary 90,999 93,208Redeemable convertible loan stock, unsecured (Note 20) 2,500 2,500

299,858 305,233Provision for diminution in value in a subsidiaryCharge for the year and balance at 31 December 5,385 -

The loan to a subsidiary is unsecured, bears interest at 3.5% (2000: 5%) per annum and is not expected to be repaidwithin the next twelve months.

The Company’s subsidiaries are set out in Note 36.

12. Associated companies and joint ventures

Group Company2001 2000 2001 2000$’000 $’000 $’000 $’000

Associated companiesUnquoted shares, at cost 39,293 27,268 34,960 19,789Provision for diminution in value - - (615) -

39,293 27,268 34,345 19,789Quoted shares, at cost 11,811 12,046 2,983 3,042Share of net post-acquisition losses (5,446) (3,493) - -

45,658 35,821 37,328 22,831Loans and advances to associated companies 14,240 14,713 14,240 14,713

59,898 50,534 51,568 37,544

Joint venturesUnquoted shares, at cost 24,337 25,252 - -Share of net post-acquisition reserves 5,742 4,818 - -

30,079 30,070 - -

89,977 80,604 51,568 37,544

Market value of quoted shares in associated company 23,582 24,052 23,582 24,052

Provision for diminution in value of an associated companyCharge for the year and balance at 31 December - - 615 -

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31 December 2001

The loans and advances to associated companies are unsecured, interest free and is not expected to be repaid withinthe next twelve months. In 2000, an amount of $473,000 bears interest at 4% per annum.

The Company’s associated companies are set out in Note 36.

Percentage of equity heldby the Group

Name of joint venture Principal activities 2001 2000% %

Bohai Sembawang Shipyard Repair and conversion of all types of marine(Tianjin) vessels, production of quayside and container

cranes and installation and repair ofmechanical and electronic equipment 50 50

The Group’s share of results and balance sheets of the joint ventures is as follows :-

Group2001 2000$’000 $’000

Results of the joint ventures :Revenue 7,411 7,720

(Loss)/profit before taxation (30) 371

Balance sheets of the joint ventures :Non-current assets 24,143 25,043Current assets 9,615 8,145Current liabilities (3,679) (2,402)Non-current liabilities - (716)

30,079 30,070

The Group’s 50% interest in Jiangyin Huaixin Corrosion Control Co. Ltd was disposed off during the year.

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31 December 2001

13. Other long term investments

Group Company2001 2000 2001 2000$’000 $’000 $’000 $’000

Quoted equity security, note (a) 29,886 31,287 9,007 9,007Quoted equity securities, at cost 5,718 4,504 4,174 4,504Quoted warrant, at cost 225 225 225 225

35,829 36,016 13,406 13,736

Unquoted bonds, at cost, note (b) 60,000 60,000 60,000 60,000Unquoted equity securities, at cost 323 629 278 525Unquoted non-equity securities, at cost, note (c) 2,000 2,000 2,000 2,000

62,323 62,629 62,278 62,525

98,152 98,645 75,684 76,261

Market value of quoted securities and warrant 15,000 15,300 13,300 15,300

(a) The Directors consider that they do not have significant influence over the financial and operating policy decisionsof Jurong Engineering Ltd (“JEL”). Accordingly, JEL ceased to be an associated company of the Group. As at 31December 2000, it was classified as a long term quoted equity investment.

The carrying value of JEL to the Group is based on the Group’s share of JEL’s net tangible assets value as at 31December 1999 less dividends received since that date. At the Company level, this long term investment is carriedat cost.

(b) The unquoted bonds expire in 2009. Their effective interest rate is 7.25% per annum up to February 2004, andfrom March 2004 to 2009, it is 7.50% per annum.

The indicative fair value of unquoted bonds at 31 December 2001 was $63,600,000 (2000 : $64,800,000).

(c) The indicative fair value of the unquoted non-equity securities at 31 December 2001 was $511,000(2000 : $1,148,000).

14. Trade debtors

Group Company2001 2000 2001 2000$’000 $’000 $’000 $’000

Trade debtors under “Current assets”, note (a) 394,135 271,724 61,948 52,633Less : Provision for doubtful debts (13,909) (13,447) (7,050) (7,050)

380,226 258,277 54,898 45,583Long term trade debtors, note (b) 167,356 125,696 87,920 109,441

547,582 383,973 142,818 155,024

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31 December 2001

Group Company2001 2000 2001 2000$’000 $’000 $’000 $’000

(a) Current assetsAssociated companies 24,455 18,794 267 7,373Related companies 12,965 6,572 - 885Subsidiary companies - - 33,659 11,185Joint venture company 580 463 - -External parties 348,797 243,532 24,261 33,190Lease receivables, note (c) 7,338 2,363 3,761 -

394,135 271,724 61,948 52,633

Provision for external party doubtful debts

Group Company2001 2000 2001 2000$’000 $’000 $’000 $’000

Balance at 1 January 13,447 15,074 7,050 9,249Charge/(write-back) to profit and loss account 2,093 (1,051) - (2,199)Bad debts written off (1,631) (181) - -Subsidiaries disposed - (395) - -


Bad debts written off directly to profit and loss account 360 69 - -

The provision for doubtful debts is for external party trade debts which were repayable on demand.

Group Company2001 2000 2001 2000$’000 $’000 $’000 $’000

(b) Long term trade debtorsAssociated company, note (d) - 92,389 - 83,227External parties 98,681 29,004 29,570 26,214Lease receivables, note (c) 68,675 4,303 58,350 -

167,356 125,696 87,920 109,441

With the exception of $9,659,000 for the Group and $8,534,000 for the Company, all of the debts due from externalparties are interest-bearing with interest rates ranging from 4.375% to 6% per annum. In 2000, all such debts wereinterest-bearing with interest ranging from 4.375% to 6% per annum.

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31 December 2001

14. Trade Debtors (cont’d)

Group Company2001 2000 2001 2000$’000 $’000 $’000 $’000

(c) Lease receivablesAssociated company, note (d) 993 - - -Related party, note (d) 3,761 - 3,761 -External parties 2,584 2,363 - -

Total under “Current assets”, note (a) 7,338 2,363 3,761 -

Associated company, note (d) 8,605 - - -Related party, note (d) 58,350 - 58,350 -External parties 1,720 4,303 - -

Total under “Long term trade debtors”, note (b) 68,675 4,303 58,350 -

Under the terms of the lease agreements, no contingent rents are recognised. Interest rates ranged from 4% to 18%(2000 : 16% to 18%) per annum. Additional information on lease receivables are set out in paragraph (e).

(d) With the intended disposal of the associated company to the related party which is completed in 2002 as disclosedin Note 35(a), the long term amount owing by this associated company has been restructured to lease receivables.

(e) Additional information on lease receivables :-

PresentTotal value of

Minimum Estimated gross Unearned minimumlease residual investment interest lease

payment value in lease income payment$’000 $’000 $’000 $’000 $’000

Group2001

Receivable within 1 year 10,851 - 10,851 (3,513) 7,338Receivable after 1 year but within 5 years 32,677 - 32,677 (9,817) 22,860Receivable after 5 years 45,657 7,500 53,157 (7,342) 45,815

89,185 7,500 96,685 (20,672) 76,013

2000Receivable within 1 year 3,339 - 3,339 (976) 2,363Receivable after 1 year but within 5 years 5,092 - 5,092 (789) 4,303

8,431 - 8,431 (1,765) 6,666

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31 December 2001

PresentTotal value of

Minimum Estimated gross Unearned minimumlease residual investment interest lease

payment value in lease income payment$’000 $’000 $’000 $’000 $’000

Company2001

Receivable within 1 year 6,328 - 6,328 (2,567) 3,761Receivable after 1 year but within 5 years 25,314 - 25,314 (8,566) 16,748Receivable after 5 years 44,298 4,500 48,798 (7,196) 41,602

75,940 4,500 80,440 (18,329) 62,111

2000The Company had no lease receivables in 2000.

15. Intangibles

Deferred Goodwill onGroup expenditure consolidation Total

$’000 $’000 $’000

CostAt 1 January 2001 416 - 416Additions - 17,087 17,087Write-off (416) - (416)

At 31 December 2001 - 17,087 17,087

Accumulated amortisationAt 1 January 2001 13 - 13Charge for the year - 1,520 1,520Write-off (13) - (13)

At 31 December 2001 - 1,520 1,520

Charge for 2000 4 - 4

Net book valueAt 31 December 2001 - 15,567 15,567

At 31 December 2000 403 - 403

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31 December 2001

16. Stocks and work-in-progress

Group2001 2000$’000 $’000

Materials, note (a) 24,331 19,995Finished goods, note (a) 1,255 1,104Work-in-progress, note (b) 163,771 115,309

189,357 136,408

Stocks are stated after deducting provision for stock obsolescence of :-

Materials 933 795Finished goods 197 173

1,130 968

(a) Analysis of provision for obsolete stocks :-Balance at 1 January 968 680Charge to profit and loss account 333 411Subsidiaries disposed - (113)Stocks written off (171) (10)

Balance at 31 December 1,130 968

(b) Work-in-progressCosts and attributable profits less losses 236,067 130,748Less : Progress billings (72,296) (15,439)

163,771 115,309

17. Other debtors

Group Company2001 2000 2001 2000$’000 $’000 $’000 $’000

Cost of club memberships 840 840 590 590Deposits and recoverables, note (a) 18,342 12,640 3,709 2,557Non-trade receivables, note (b) 28,023 57,166 153,975 56,584Prepayments 2,324 3,131 211 -Staff loans, note (c) 9,866 8,937 60 151

59,395 82,714 158,545 59,882

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31 December 2001

Group Company2001 2000 2001 2000$’000 $’000 $’000 $’000

(a) Deposits and recoverablesGST refundable 6,636 5,242 - 461Interest receivable 1,354 724 679 618Recoverable amounts 4,248 3,705 1,842 352Sundry deposits 5,986 2,851 1,188 1,126Tax recoverable 118 118 - -

18,342 12,640 3,709 2,557

(b) Non-trade receivablesAssociated companies 5,438 2,027 1,971 2,000Related company 7,917 44,609 - -Subsidiary companies - - 137,336 44,054External parties

- sale of fixed assets 6,138 - 6,138 -- sale of subsidiaries 8,530 10,530 8,530 10,530

28,023 57,166 153,975 56,584

All amounts are repayable on demand.

All amounts due from associated companies are unsecured and interest-free and comprise mainly advances andpayments on behalf. The related company balance is an unsecured loan which bears interest ranging from 0.4% to2.8175% (2000 : 1.625% to 2.8%) per annum. Advances to and payments on behalf of subsidiary companies areunsecured and also interest-free except for a loan owing by a subsidiary of $56,695,000 (2000 : $37,229,000) whichbears interest at 2.5% (2000 : 2.5%) per annum.

The external party balances are interest-free except for $8,530,000 (2000 : $10,530,000) for the Group and Companywhich bears interest at 6% (2000 : 6%) per annum.

(c) Staff loans bear interest at 3% (2000 : 3%) per annum.

18. Trade creditors

Group Company2001 2000 2001 2000$’000 $’000 $’000 $’000

Associated companies 39,102 11,107 520 3,687Immediate holding company 1,800 1,500 1,800 1,500Related companies 8,099 7,636 145 145Subsidiary companies - - 341 5,066External parties 382,074 372,523 6,503 8,408

431,075 392,766 9,309 18,806

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31 December 2001

19. Other creditors and provisions

Group Company2001 2000 2001 2000$’000 $’000 $’000 $’000

Accrual for unconsumed leave 4,338 2,916 162 146Deposits received 446 575 402 154GST payables 618 2,105 211 -Hire purchase creditors (Note 22) 302 334 - -Non-trade payables, note (a) 6,402 5,269 111,676 113,825Provisions, note (b) 3,075 - 12,000 -

15,181 11,199 124,451 114,125

(a) Non-trade payablesAssociated companies 527 2,000 33 -Subsidiary companies - - 111,151 113,179External parties 5,875 3,269 492 646

6,402 5,269 111,676 113,825

With the exception of an unsecured amount owing to a subsidiary company of $73,796,000 (2000 : $49,206,000),which comprises of interest bearing fixed deposits with interest ranging from 0.88% to 2.57% (2000 : 1.625% to2.800%) per annum, the other non-trade amounts payable to the associated and subsidiary companies are unsecuredand interest free. All amounts are payable on demand.

Group Company2001 2000 2001 2000$’000 $’000 $’000 $’000

(b) ProvisionsWarranty, note (i) 3,075 - - -Share of loss in an associated company, note (ii) - - 12,000 -

3,075 - 12,000 -

Group2001 2000$’000 $’000

(i) WarrantyCharge for the year and balance at 31 December 2001 3,075 -

Company2001 2000$’000 $’000

(ii) Share of loss in an associated companyCharge for the year and balance at 31 December 2001 12,000 -

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31 December 2001

20. Borrowings

Group Company2001 2000 2001 2000$’000 $’000 $’000 $’000

Bank loans- secured, note (a) 246 574 - -- unsecured, note (b) 20,000 - - -

Bank overdrafts - unsecured 1,010 2,908 27 -Redeemable convertible loan stock - unsecured, note (c) 4,801 4,701 - -

26,057 8,183 27 -

Shown as :Current liabilities 21,256 3,236 27 -Non-current liabilities 4,801 4,947 - -

26,057 8,183 27 -

(a) The bank loan is secured on plant and equipment of a subsidiary company with a net book value of $841,000(2000: $916,000) under a deed of debenture dated 5 June 1998. This term loan is repayable in 16 equal quarterlyinstalments and bears interest of 3.5% (2000: 3.5%) per annum, which is based on the rate set out in the EconomicDevelopment Board’s Resource Productivity Scheme.

b) The unsecured bank loans of a subsidiary comprise two loans of $10,000,000 each which are repayable on 10January 2002 and 28 January 2002. The loans bear interest of 1.6000% and 1.6875%, respectively.

(c) The redeemable convertible loan stock is interest-free and redeemable on 31 October 2003 or can be convertedinto ordinary shares of that subsidiary at the option of the loan stockholders.

Group2001 2000$’000 $’000

At cost 5,000 5,000Less : Loan discount (199) (299)

Amortised cost/fair value 4,801 4,701

Analysis of loan discount :Balance at 1 January

As previously reported - -Effect upon adoption of SAS 32 (299) -

As restated (299) -Loan discount for the year - (299)Charge for the year 100 -

Balance at 31 December (199) (299)

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31 December 2001

21. Deferred taxation

Group Company2001 2000 2001 2000$’000 $’000 $’000 $’000

Balance at 1 January 50,527 53,200 37,479 40,806Amount transferred to a subsidiary - - - (3,048)Subsidiaries disposed - (2,851) - -(Write-back)/charge for the year (1,919) 178 (1,749) (279)


Deferred taxation arose substantially from the excess of net book value of fixed assets over the tax written down valueof the same assets.

22. Hire purchase creditors

Minimum Unearned Present valuelease interest of minimum

payment income lease paymentGroup $’000 $’000 $’000

2001Payable after 1 year but within 5 years 253 (37) 216Payable after 5 years 13 (3) 10

Payable under “Non-current liabilities” 266 (40) 226Payable within 1 year, under “Other creditors and provisions” (Note 19) 345 (43) 302

611 (83) 528

2000Payable after 1 year but within 5 years 578 (76) 502Payable after 5 years 33 (7) 26

Payable under “Non-current liabilities” 611 (83) 528Payable within 1 year, under “Other creditors and provisions” (Note 19) 382 (48) 334

993 (131) 862

Under the terms of the lease agreements, no contingent rents are recognised. Interest rates ranges from 3.5% to3.875% (2000 : 3.5% to 3.875%) per annum.

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31 December 2001

23. Provision for retirement gratuities

Group2001 2000$’000 $’000

Balance at 1 January 878 758Charge for the year 898 158Payments made (77) (38)

Balance at 31 December 1,699 878

24. Share capital

Group and Company2001 2000$’000 $’000

Authorised :-5,000,000,000 ordinary shares of $0.10 each 500,000 500,000

Issued and fully paid up ordinary shares :-Balance at 1 January

1,395,178,230 shares of $0.10 each (2000 : 139,517,823 shares of $0.50 each) 139,518 69,759

Issued during the yearNil shares (2000 : 5 for 1 share split of 558,071,292 shares of $0.10 each) - -Nil shares (2000 : 1 for 1 bonus issue of 697,589,115 shares of $0.10 each) - 69,759Exercise of share options of 10,962,750 shares of $0.10 each (2000 : Nil) 1,096 -

Balance at 31 December1,406,140,980 (2000 : 1,395,178,230) shares of $0.10 each 140,614 139,518

During the year, other than the issue of new shares upon the exercise of share options under the SembCorp MarineShare Option Plan (the “Plan”) there was no other issue of new shares.

Share options were granted in 2001 (the “2001 Options”) pursuant to the Plan in respect of a total of 14,323,000unissued ordinary shares of $0.10 each to 1,004 full-time executives of the Group, Directors of the Company and 23executives of the immediate holding company, who are not substantial shareholders of the Company. The 2001 optionsare exercisable from 28 September 2002 to 27 September 2011 (28 September 2002 to 27 September 2006 for non-executive Directors of the Company) and the exercise price is $0.66 per share for cash.

The details of the Plan (which was started in 1991 as the Jurong Shipyard Limited Executives’ Share Option Scheme)were set out in the financial statements of that year.

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31 December 2001

24. Share capital (cont’d)

The options granted, exercised and cancelled under the Plan during the year and the options outstanding at the endof the year are as follows: -

1998 1999 2000 2001Options Options Options Options

Date options granted 27 April 1998 10 March 1999 8 September 2000 27 September 2001Option exercise period :-

From 27 April 2000 10 March 2001 8 September 2001 28 September 2002To 26 April 2003 9 March 2004 7 September 2010 27 September 2011

Exercise price per option $0.79 $0.65 $0.70 $0.66

Number of options outstanding :-

‘000 ‘000 ‘000 ‘000

At 1 January 2001 7,990 8,120 16,344 -Options exercised (3,250) (7,131) (472) (110)Options granted and accepted - - - 14,114Options cancelled (80) (60) (939) (119)

At 31 December 2001 4,660 929 14,933 13,885

In 2000, the Company:(i) sub-divided its ordinary shares of $0.50 each into ordinary shares of $0.10 each; and

(ii) increased its authorised share capital from $120,000,000 comprising 240,000,000 ordinary shares of $0.50 eachto $500,000,000 comprising 5,000,000,000 ordinary shares of $0.10 each, by the creation of 3,800,000,000ordinary shares of $0.10 each.

Thereafter, during 2000 there was a bonus issue of ordinary shares in the ratio of 1:1 by the capitalisation of$69,758,912 from the share premium account.

25. Reserves

Group Company2001 2000 2001 2000$’000 $’000 $’000 $’000

Revenue reserves 518,942 496,553 376,626 394,400Share premium account 229,329 222,819 229,329 222,819Foreign currency translation reserves 5,580 3,428 - -Asset revaluation reserves 960 960 960 960Other capital reserves 27,463 27,471 - -

782,274 751,231 606,915 618,179

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31 December 2001

Group Company2001 2000 2001 2000$’000 $’000 $’000 $’000

Made up of :Distributable 518,942 496,553 376,626 394,400Non-distributable 263,332 254,678 230,289 223,779

782,274 751,231 606,915 618,179

26. Dividends(a) During the year the Company changed its accounting policy from recognising dividends proposed or declared after

the balance sheet date as a liability as at the balance sheet date to disclosing such dividends as a subsequentevent in accordance with SAS 10 (Revised 2000).

Accordingly, those financial statements have not included the proposed net dividend of $53,082,000 and the 2000comparative figures have been restated for the proposed net dividend of $44,175,000 for that year so as to becomparable on the same basis.

The proposed net dividend of $53,082,000 for 2001 (2000 : $44,175,000) comprises:-

Group and Company2001 2000$’000 $’000

A final dividend of 1.0 cents per share less tax of 24.5% (2000 : 1.0 cents per share less tax of 24.5%) 10,616 10,394

A special dividend of 4.0 cents per share less tax of 24.5% (2000 : 3.2 cents per share less tax of 24.5%) 42,466 33,781

53,082 44,175

(b) Interim dividend of 0.75 cents per share less tax of 24.5% (2000 : 0.75 cents per share less tax of 25.5%) 7,959 7,795

Interim special dividend of 0.75 cents per share less tax of 24.5% (2000 : 1.5 cents per share less tax of 25.5%) 7,958 15,591

2000 Final dividend of 1.0 cents per share less tax of 24.5% (2000 : 1999 Final dividend of 2.0 cents per share less tax of 25.5%) 10,394 10,394

2000 Special dividend of 3.2 cents per share less tax of 24.5% (2000 : 1999 Special dividend of 3.2 cents per share less tax of 25.5%) 33,781 28,584

Underprovision in respect of 2000 final and special dividends 264 -

60,356 62,364

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27. Contingent liabilities

Group Company2001 2000 2001 2000$’000 $’000 $’000 $’000

Performance guarantees, unsecured 580,839 12,589 694 7,074Unsecured guarantees given to others in respect of :-

- associated companies * 63,683 28,389 63,683 28,389

- a subsidiary company - - 546,927 -

* The bank facilities of an associated company amounting to $28,431,000 (2000: $28,389,000) is secured on four vessels of thatassociated company. In connection with the disposal of this associated company as disclosed in Note 35(a), arrangements havebeen made to discharge the Company from the corporate guarantee that it had given to the bank in respect of the facilities grantedto the associated company.

28. CommitmentsAt year end, there are commitments not provided for in the financial statements as follows:-

Group Company2001 2000 2001 2000$’000 $’000 $’000 $’000

(a) Approved capital expenditure :Amounts approved by Directors but not committed 6,200 71,988 6,200 49,638Amounts approved and committed 15,813 3,148 15,333 300

22,013 75,136 21,533 49,938

(b) Foreign currency exchange contracts :Bought contracts 23,308 35,338 23,308 35,338Sold contracts 36,670 - 36,670 -

The net fair value of the foreign currency exchange contracts is not significantly different from the notional amounts.

(c) Minimum lease rental payable to JTC Corporation and the immediate holding company in respect of land andbuildings :-

Group Company2001 2000 2001 2000$’000 $’000 $’000 $’000

Within 1 year 13,735 18,280 7,413 8,362After 1 year but within 5 years 54,926 59,437 49,938 49,492After 5 years 52,941 66,815 47,953 60,728

121,602 144,532 105,304 118,582

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29. Cash and cash equivalentsCash and cash equivalents included in the consolidated statement of cash flows comprise :-

Group2001 2000$’000 $’000

Fixed deposits, bank and cash balances 57,482 198,878Bank overdrafts, unsecured (1,010) (2,908)

56,472 195,970

30. Significant related party transactionsSignificant transactions during the year between the Group and its related parties on terms as agreed between therespective parties and which are not otherwise disclosed in these financial statements consist of:

Group Company2001 2000 2001 2000$’000 $’000 $’000 $’000

Subsidiary companiesCommission to a subsidiary company - - - 1,184Purchases from subsidiary companies - - - 22,031

Immediate holding companyManagement fee payable 1,800 1,500 1,800 1,500Rental payable 8,700 8,706 - -

Related companiesSales 9,290 8,119 - -Purchases 2,565 7,460 - -

Associated companiesSales 19,916 90,151 - -Purchases 24,555 30,636 - -

31. Information by segment on Group operationsBusiness segmentsThe Group has 3 main business segments that are organized and managed separately according to their respectivebusiness activities. The 3 business segments are ship repairing, building and conversion, ship chartering and electronicsand others. The activities of these business segments are described in Note 1 and Note 36.

Segment accounting policies are the same as the policies described in Note 2 with inter-segment sales and transferscarried out on an arms’ length basis. Segment assets consist primarily of fixed assets, current assets and excludeinterest-bearing assets and inter-segment balances. Segment liabilities comprise mainly of operating liabilities andexclude interest-bearing liabilities, inter-segment balances and taxation liabilities.

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31. Information by Segment on Group operations (cont’d)

Shiprepairing,

building and Shipconversion chartering Others Eliminations Total

$’000 $’000 $’000 $’000 $’000

(a) By business segment : 2001RevenueSales to external parties 806,609 21,926 25,926 - 854,461Inter-segment sales 117,533 513 49,998 (168,044) -

Consolidated sales 924,142 22,439 75,924 (168,044) 854,461

ResultsSegment results 78,575 3,354 1,235 - 83,164Gain on sale of long term investments 1,201 - - - 1,201Investment and interest income 18,018 1,552 153 - 19,723Interest expenses (222) - (69) - (291)Share of results of associated companies & joint ventures 561 (2,455) 1,489 - (405)

Profit before taxation 98,133 2,451 2,808 - 103,392Taxation (21,617) (429) (493) - (22,539)

Profit after taxation 76,516 2,022 2,315 - 80,853

Other informationCapital additions 25,579 23,015 552 - 49,146Depreciation 24,369 2,867 1,593 - 28,829Amortisation 1,332 - 188 - 1,520

Segment assets 1,012,157 60,072 59,181 - 1,131,410Interest bearing assets 261,096 13,902 5,281 - 280,279Investment in associated companies & joint ventures 59,225 (5,863) 22,375 - 75,737

Consolidated total assets 1,332,478 68,111 86,837 - 1,487,426

Segment liabilities 426,386 2,173 19,094 - 447,653Interest bearing liabilities 20,116 - 6,469 - 26,585Deferred taxation 48,324 227 57 - 48,608Provision for taxation 30,500 579 595 - 31,674

Consolidated total liabilities 525,326 2,979 26,215 - 554,520

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31 December 2001

Shiprepairing,

building and Shipconversion chartering Others Eliminations Total

$’000 $’000 $’000 $’000 $’000

(a) By business segment : 2000RevenueSales to external parties 706,846 1,529 54,633 - 763,008Inter-segment sales 109,651 845 33,545 (144,041) -

Consolidated sales 816,497 2,374 88,178 (144,041) 763,008

ResultsSegment results 74,032 7,165 (2,038) - 79,159Gain on sale of long term investments 6,477 - - - 6,477Investment and interest income 16,181 2,162 216 - 18,559Interest expenses (79) - (1,250) - (1,329)Share of results of associated companies & joint ventures (3,854) (4,359) 1,422 - (6,791)

Profit before taxation 92,757 4,968 (1,650) - 96,075Taxation (20,344) (492) (281) - (21,117)

Profit after taxation 72,413 4,476 (1,931) - 74,958

Other informationCapital additions 10,369 31,735 3,358 - 45,462Depreciation 20,308 710 6,258 - 27,276Amortisation 4 - - - 4

Segment assets 817,954 34,882 74,536 - 927,372Interest bearing assets 377,130 17,053 6,176 - 400,359Investments in associated companies & joint ventures 44,344 (303) 21,850 - 65,891

Consolidated total assets 1,239,428 51,632 102,562 - 1,393,622

Segment liabilities 373,534 992 29,684 - 404,210Interest bearing liabilities 862 - 8,482 - 9,344Deferred taxation 50,166 361 - - 50,527Provision for taxation 26,755 579 539 - 27,873

Consolidated total liabilities 451,317 1,932 38,705 - 491,954

(b) By geographical areaThe Group operates in 8 (2000 : 7) countries and principally in the Republic of Singapore. Pricing of inter-segmentsales and transfers are carried out on an arm’s length basis.

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31 December 2001

32. Directors’ remunerationThe remuneration of Directors of the Company fell within the following ranges:

2001 2000

$500,000 and above 1 1$250,000 to $499,000 1 -Below $250,000 8 6

10 7

33. Financial risk management objectives and policiesThe main risks arising from the Group’s financial instruments are interest rate risk, foreign currency risks, liquidity risksand credit risks. The Board of Directors reviews and agrees policies for managing each of these risks and they aresummarised below :-

Credit risksThe Group has no significant concentration of credit risks with any single counter party and monitors its exposure tocredit risks arising from sales to customers on an on-going basis where credit evaluations are done on customers thatrequire credit. The Group only deals with pre-approved counterparties with good credit rating and imposes a cap onthe amount to be transacted with any counterparty so as to reduce its concentration of risks.

The carrying amounts of investments, trade and other receivables and cash represent the Group’s maximum exposureto credit risk.

Foreign currency risksThe Group incurs foreign currency risks on purchases that are denominated in a currency other than Singapore dollars,primarily the US dollar. To minimize exposure on foreign currency risks, the Group usually settles such transactionswithin 30 days terms.

Interest rate risksThe Group’s policy is to maintain an efficient optimal interest cost structure using a mix of fixed and variable rate debtswhere working capital is finance by variable rate loans while long term investments are financed by fixed rate loans.Surplus funds, if any, are placed with reputable banks and/or investment in bonds.

The Group obtains additional financing through bank borrowings and leasing arrangements. The Group’s policy is toobtain the most favourable interest rates available without increasing its foreign currency exposure.

Liquidity risksShort-term funding is obtained from overdraft facilities and bank loans.

34. Fair value of financial instrumentsThe following methods and assumptions are used to estimate the fair value of each class of financial instruments forwhich it is practicable to estimate that value :-

Cash and cash equivalents, debtors and creditorsThe carrying amounts of cash and cash equivalents and those debtors and creditors (including related party balanceswhich are expected to be repaid in accordance with normal credit terms) approximate their fair values due to the shortterm nature of these balances.

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Related party balancesNo disclosure of fair value is made for related party balances (including associated, related and subsidiary companiesand any other related parties) which are in the nature of loans as it is not practicable to determine their fair values withsufficient reliability since these balances have no fixed terms of repayment although these are not expected to besettled within twelve months from the balance sheet date.

Lease receivables, hire purchase creditors and redeemable convertible loan stockThe fair values of lease receivables, hire purchase creditors and redeemable convertible loan stock are estimated usingdiscounted cash flow analysis, based on current incremental lending rates for similar types of lending and borrowingarrangements.

Unquoted equity investments and long term trade receivablesOther than the disclosures made in Note 13 and Note 14, it is not practicable to determine the fair values of theremaining unquoted equity investments held as long term investments and the long term trade receivables carried atcost. In the opinion of the Directors, the expected cash flows from these receivables are believed to be in excess oftheir carrying amounts.

Unrecognised financial instrumentsThe valuation of financial instruments not recognised in the balance sheet reflects amounts which the Group expectsto pay or receive to terminate the contracts or replace the contracts at their current market rates at the balance sheetdates.

Other than the disclosure made in Note 28, there are no other unrecognised financial instruments.

35. Subsequent eventsAs part of the Group’s efforts to divest its non-core activities and to remain focused on its marine activities of shiprepairing, building and conversion and offshore businesses, certain changes in Group structure were completedsubsequent to the year end and these transactions would be recorded in 2002.

(a) The Company disposed of its entire 50% equity interest in Neptune Associated Lines (“NAL”) to Neptune OrientLines Limited (“NOL”). The consideration received was a nominal amount of $1 in cash based on NAL’s nettangible assets value of $1 as at 30 December 2001.

Simultaneously, the Company acquired from NOL a further 50% equity interest in Atlantis Shipyard Pte Ltd (“ASPL”)making ASPL a 85% owned subsidiary of the Company. The acquisition of 20 million ordinary shares of par value$1 each was purchased at a consideration of $11 million in cash based on ASPL’s net tangible assets value of $22million as at 30 September 2001.

NOL is an associated company of the Company’s ultimate holding company and is also a shareholder of NAL.

(b) The Company also disposed of its entire 25.49% equity interest in Jurong Technologies Industrial Corpn. Limitedfor cash of $27,980,000 to external parties outside of the Group.

The gain on this disposal is approximately $11,000,000 to the Group and $25,000,000 to the Company.

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36. Group companiesSubsidiary and associated companies are as follows :-

Cost Percentage of equityheld by the Group

Name of Companies Principal Activities 2001 2000 2001 2000(Country of Incorporation) (Place of Business) $’000 $’000 % %

Subsidiary CompaniesJurong Shipbuilders Investment holding 30,000 30,000 100 100Private Limited (Singapore) company (Singapore)

Jurong Marine Contractors Provision of contract 25 25 100 100Private Limited (Singapore) services (Singapore)

Dolphin Shipping Company Ship owning and charter 500 500 100 100Private Limited (Singapore) (Singapore)

JPL Corporation Pte Ltd Investment holding 5,100 5,100 70 70(Singapore) company (Singapore)

Sembawang Shipyard Shiprepairing and related 54,230 54,230 100 100Pte Ltd (Singapore) services (Singapore)

Sembawang Shipyard (S) Investment holding 25,560 25,560 100 100Pte Ltd (Singapore) company (Singapore)

Karimun Shiprepair and Investment holding 22,565 22,565 100 100Engineering Pte Ltd company (Singapore)(Singapore)

Bulk Trade Pte Ltd Bulk trading of marine 1,764 1,764 100 100(Singapore) products (Singapore)

** Sembawang Jurong Investment holding - 781 (a) 92Corrosion Control Pte Ltd company (Singapore)(Singapore)

Jurong Machinery and Marine and general 2,000 2,000 100 100Automation Pte Ltd electronic and electrical(Singapore) works (Singapore)

SML Shipyard Pte Ltd Shiprepairing and related 12,000 12,000 100 100(Singapore) services (Singapore)

Jurong Shipyard Pte Ltd Shiprepairing and related 50,000 50,000 100 100(Singapore) services (Singapore)

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31 December 2001



Subsidiary CompaniesJurong Integrated Services Steel fabrication work 5,000 5,000 100 100Pte Ltd (Singapore) (Singapore)

JPL Industries Pte Ltd Processing and distribution 3,000 - 63.5 35.7(Singapore) of copper slag (Singapore) (b)

211,744 209,525

Associated CompaniesAtlantis Shipyard Pte Ltd Shipbuilding, ship repairing 14,005 14,005 35 35(Singapore) and civil engineering works (Note 35)

(Singapore)

** Neptune Associated Shipowners 615 615 50 50Lines Private Limited (Singapore) (Note 35)(Singapore)

** Jurong Clavon Pte Ltd Engineering works 200 200 50 50(Singapore) (Singapore)

** Jurong Marine Services Provision of tugging 1,050 1,050 50 50Pte Ltd (Singapore) and sea transportation

services (Singapore)

** Toei Engineering Pte Ltd Mechanical engineering - 78 (c) 26(Singapore) works (Singapore)

** Joint Shipyard Investment holding 2,120 2,120 50 50Investment Pte Ltd company(Singapore) (Singapore)

Joint Shipyard Technologies Research and development 200 200 28.6 28.6Pte Ltd (Singapore) of new technologies (d)

(Singapore)

Joint Shipyard Management Proprietors of dormitories, - - 25 25Services Pte Ltd (Singapore) manage and let (Singapore)

Jurong Technologies Industrial Marine and general 2,983 3,042 25.49 26Corpn. Limited (Singapore) electronic and electrical (Note 35)

works (Singapore)

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31 December 2001

36. Group companies (cont’d)



Associated Companies

PPL Shipyard Pte Ltd Shiprepairing and related 15,576 - 50 -(Singapore) services (Singapore)

** Irano Singapore Shipyard In voluntary liquidation 1,194 1,521 26 26Company (Sadra Jurong) (Bandar Abbas, Iran)(Bandar Abbas, Iran)

37,943 22,831

Subsidiary and associated companies of Sembawang Shipyard Pte Ltd

Percentage of equityheld by the Group

Name of Companies Principal Activities 2001 2000(Country of Incorporation) (Place of Business) % %

SES Marine Services (Pte) Ltd (Singapore) Marine services (Singapore) 100 100

* SES Engineering (M) Sdn Bhd Fabrication of metal structures 100 100(Malaysia) (Malaysia)

Sembawang Shipyard Services (Pte) Ltd Marine services 100 100(Singapore) (Singapore)

OmixAsia.com Pte Ltd E-commence & bulk procurement 30 30(Singapore) (Singapore)

* MR Tech (M) Sdn Bhd Fabrication of metal structures 30 30(Malaysia) (Malaysia)

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31 December 2001

Subsidiary companies of Karimun Shiprepair and Engineering Pte Ltd



* P.T. Karimun Sembawang Shipyard Shiprepairing and related services 65 65(Indonesia) (Indonesia)

Sinna Services Pte Ltd Shiprepairing and related services 65 65(Singapore) (Singapore)

Subsidiary and associated companies of Jurong Shipbuilders Private Limited



Jurong Shipping Company Dormant 100 100Private Limited (Singapore) (Singapore)

Jurong Shipping Company Dormant 100 100Beta Pte Ltd (Singapore) (Singapore)

Jurong Shipping Company Dormant 100 100Gamma Pte Ltd (Singapore) (Singapore)

*** Tridex Investment Inc Investment holding company 100 100(British Virgin Islands) (British Virgin Islands)

*** Oslo Gas I LP (Republic of Liberia) Ship owning and charter (Norway) 33 1/3 33 1/3

*** Oslo Gas II LP (Republic of Liberia) Ship owning and charter (Norway) 33 1/3 33 1/3

Jurong Brazil-Singapore Pte Ltd, Investment holding company 100 (e)formerly known as SMLazar Asia (Singapore)Pacific Pte Ltd (Singapore)

*** Jurong Shipyard Inc (Bahamas) Investment holding (Bahamas) 35 -

*** Maua Jurong S.A. (Brazil) Shipbuilding and ship repairing (Brazil) 35 -

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31 December 2001

36. Group companies (cont’d)

Subsidiary and associated companies of JPL Corporation Pte Ltd



JPL Services Pte Ltd Equipment rental services and trading 70 70(Singapore) in copper slag (Singapore)

JPL Marine Works Pte Ltd Abrasive blasting, anti-corrosion (f) 70(Singapore) engineering services (Singapore)

JPL Industries Pte Ltd Processing and distribution (b) (b)(Singapore) of copper slag (Singapore)

JPL Concrete Products Pte Ltd Production of concrete products 37.4 21.1(Singapore) (Singapore)

(a) Sembawang Jurong Corrosion Control Pte Ltd is held by the Group as follows :

2001 2000% %

The Company - 80.0Held through a 70% owned subsidiary company - 7.0Held through a 50% owned associated company 50.0 5.0

50.0 92.0

(b) JPL Industries Pte Ltd is held by the Group as follows :

2001 2000% %

The Company 27.3 -Held through a 70% owned subsidiary company 27.1 35.7Held through a 50% owned associated company 9.1 -

63.5 35.7

(c) With the Group holding a 5% equity interest in Toei Engineering Pte Ltd, this investment is reclassified to “Other longterm investments” in 2001.

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31 December 2001

(d) Joint Shipyard Technologies Pte Ltd is held by the Group as follows :-

2001 2000% %

The Company 14.3 14.3Held through a wholly-owned subsidiary company 14.3 14.3

28.6 28.6

(e) Jurong Brazil-Singapore Pte Ltd, formerly known as SMLazar Asia Pacific Pte Ltd, was previously wholly-owned bySML Shipyard Pte Ltd.

(f) JPL Corporation Pte Ltd disposed its entire interest in JPL Marine Works Pte Ltd.

(g) All changes in Group structure, if any, arising from the above transactions under (a) to (f) do not have a material impacton the results and financial position of the Group.

* Audited by other member firms of Ernst & Young, International

** Audited by other firms

*** These companies are not required to be audited under the laws of their country of incorporation

37. Comparative figuresBesides those arising from Note 2(b), certain other comparative figures relating to the previous year have been reclassifiedto conform with the presentation in the current year.

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(A) Directors’ RemunerationThe remuneration of directors of the Company falls within the following ranges:-

2001

$500,000 and above 1$250,000 to $499,999 1Below 250,000 8

10

Summary compensation table for the year ended 31 December 2001 (Group):

Name of Salary Bonus Other Directors’ Total Fair Value ofDirector Fees stock option

granted$’000 $’000 $’000 $’000 $’000 $’000

Executive Directors 1,277 278 279 - 1,834 341

Non-Executive Directors - - - 332 332 148

Group 1,277 278 279 332 2,166 489

(B) Interested Person Transactions

In compliance with Chapter 9A of the Listing Manual of the Singapore Exchange, a shareholders’ mandate wasobtained for the following types of interested person transactions (as defined in Chapter 9A of the Listing Manual). Theaggregate value for these transactions conducted pursuant to the shareholders’ mandate during the financial year areas follows:

2001 $’000

General TransactionsSales of goods and services 50,574Purchases of goods and services 52,182Purchase of a marine vessel 23,048Management fees charged by immediate holding company 1,800Rental charged by a related company 8,700

Treasury TransactionsPlacement of funds with interested persons for amounts ranging from $68,963 to $45,200,728.

INFORMATION31 December 2001 (Under SGX-ST Listing Manual Requirements)

SUPPLEMENTARY

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OF SHAREHOLDERSAs at 15 April 2002

STATISTICS

Authorised Share Capital : $500,000,000

Issued and Fully Paid-up Capital : $140,738,858

Class Share : Ordinary Share of $0.10 each

LIST OF 20 LARGEST REGISTERED SHAREHOLDERSNo Name Shareholdings %

1 SembCorp Industries Ltd 888,803,260 63.15

2 DBS Nominees Pte Ltd 128,499,660 9.13

3 Raffles Nominees Pte Ltd 72,848,957 5.18

4 Ishikawajima-Harima Heavy Industries Co., Ltd 60,000,000 4.26

5 Citibank Nominees Singapore Pte Ltd 49,979,675 3.55

6 HSBC (Singapore) Nominees Pte Ltd 35,951,024 2.55

7 United Overseas Bank Nominees Pte Ltd 30,237,700 2.15

8 DB Nominees (S) Pte Ltd 19,147,300 1.36

9 Morgan Stanley Asia (S’pore) Sec Pte Ltd 10,752,000 0.76

10 NTUC Income Insurance Co-Operative Limited 10,090,000 0.72

11 Oversea Chinese Bank Nominees Pte Ltd 9,346,000 0.66

12 The Asia Life Assurance Society Ltd -S’pore Life Fund 5,146,000 0.37

13 Overseas Union Bank Nominees Pte Ltd 3,827,000 0.27

14 Phillip Securities Pte Ltd 1,820,500 0.13

15 Coop International Pte Ltd 1,774,000 0.13

16 Cosmic Insurance Corporation Limited - SIF 1,000,000 0.07

17 Waterworth Pte Ltd 1,000,000 0.07

18 J M Sassoon & Co (Pte) Ltd 910,000 0.07

19 Lucy Chee 900,000 0.06

20 OCBC Securities Private Ltd 871,000 0.06

Total: 1,332,904,076 94.70

SHAREHOLDERS LOCATION DISTRIBUTION

Location No. of Holders % No. of Shares %

Singapore 3,946 97.15 1,342,828,580 95.41

Malaysia 57 1.40 2,692,000 0.19

Hong Kong 13 0.32 60,273,000 4.28

Japan 3 0.07 54,000 0.01

USA 9 0.22 89,000 0.01

UK 3 0.07 27,000 0.00

Europe 1 0.03 20,000 0.00

Australia/New Zealand 12 0.30 225,000 0.02

Others 18 0.44 1,180,000 0.08

Grand Total 4,062 100.00 1,407,388,580 100.00

SUBSTANTIAL SHAREHOLDERSDirect Interest Deemed Interest

Substantial Shareholders Number of Shares % Number of Shares %

SembCorp Industries Ltd 888,803,260 63.15 - -

Ishikawajima-Harima Heavy Industries Co. Ltd 60,000,000 4.26 - -

Temasek Holdings (Private) Limited - - 890,782,260 63.29

Singapore Technologies Pte Ltd - - 888,930,260 63.16

SHAREHOLDERS DISTRIBUTION

Size of Holdings No. of Holders % No. of Shares %

1-1,000 132 3.25 124,208 0.01

1,001-10,000 2,746 67.60 18,137,250 1.29

10,001-1,000,000 1,169 28.78 60,904,046 4.32

1,000,001 and above 15 0.37 1,328,223,076 94.38

Grand Total 4,062 100.00 1,407,388,580 100.00

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AND MONTHLY VOLUMESSHARE PRICES

INVESTOR DATA

1997 1998 1999 2000 2001

Earnings per share (cents) 3.67 5.15 5.62 5.72 5.92Dividend per share (cents) 2.50 5.00 6.00 6.44 6.50Share price (cents)

High 0.95 0.85 0.89 0.83 0.96Low 0.62 0.53 0.63 0.63 0.63Close 0.80 0.71 0.83 0.70 0.82

TurnoverVolume (million shares) 400.50 543.50 410.30 256.80 326.20Value ($ million) 275.80 404.00 312.50 184.50 266.80

Average P/E 23.40 19.50 14.80 12.70 14.10Net Tangible Assets per share (cents) 58.93 60.98 62.57 63.82 64.53

Turnover

J F M A M J J A S O N D‘97





Low

High

ST Index

J F M‘02

130

120

110

100

90

80

70

60

50

40

30

20

10

0

Turnover (million)

2.5

2.0

1.5

1.0

0.5

0

Share Price ($) / ST Index (’000)

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PROPERTIESMAJOR

Held by Location Description & Tenure UsageApproximate Land Area

SembCorp Jalan Samulun Land area: 165,298m2 10 years Ship repairsMarine building, workshop, leasehold including drydock,

drydocks and quays 10 years berthage &renewable option workshops(expiry in 2020)

Tanjong Kling Land area: 10 years Ship repairs, ship491,054.57m2 leasehold conversion,offshorebuilding, workshop, 10 years & shipbuildingdrydocks and quays renewable option including drydock,

(expiry in 2020) berthage &workshops

Jalan Mendong 8 units of 2-room Freehold Residentialapartment with built-in propertiesarea of 104m2

Pasir Panjang Land area: 1,650m2 Freehold ResidentialHills 2 units of 1-room flat properties

with built-in area of64.8m2 and 6 units of3-room flat with built-inarea of 123.8m2

Hilton Tower at Apartment with built-in Freehold ResidentialGrange Road area of 131m2 properties

P.T. Karimun Karimun Island 150,000m2 30 years ShiprepairingSembawang Indonesia building, workshop leasehold andShipyard and wharves with option for fabrication

20 to 30 years

SES No. 15 56,348 sq ft Freehold Metal fabricationEngineering Jalan Lambak workshop and 3-storey workshopSdn Bhd Kawasan office building

PerindustrianTaman Johor81200Johor Bahru

As at 31 December 2001

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ANNUAL GENERAL MEETINGNOTICE OF

NOTICE IS HEREBY GIVEN THAT the Thirty-Ninth Annual General Meeting of the Company will be held on Thursday, May 30, 2002 at 11.00 a.m. at29 Tanjong Kling Road, Singapore 628054 to transact the following business:-

AS ORDINARY BUSINESS1 To receive and adopt the Directors’ Report and Audited Accounts for the year ended December 31, 2001.2 To approve the payment of a final dividend of 10 per cent per ordinary share less income tax and a special dividend of 40 per cent

per ordinary share less income tax for the year ended December 31, 2001.3 To re-elect the following Directors, each of whom will retire by rotation pursuant to Article 91 of the Company’s Articles of Association

and who, being eligible, will offer themselves for re-election:-(a) Mr Wong Kok Siew(b) Mr Chee Keng Soon

Mr Chee Keng Soon, if re-elected, will remain as Audit Committee Chairman and will be considered an independent Director.4 To re-elect the following Directors, each of whom will cease to hold office pursuant to Article 97 of the Company’s Articles of

Association and who, being eligible, will offer themselves for re-election:-(a) Mr Tan Pheng Hock(b) Mr Kiyotaka Matsuzawa

Kiyotaka Matsuzawa, if re-elected, will remain as Audit Committee Member and will be considered a non-independent Director.5 To approve the sum of S$311,167 as Directors’ fees for the year ended December 31, 2001. (2000: S$295,500)6 To re-appoint Messrs Ernst & Young as Auditors of the Company and to authorise the Directors to fix their remuneration.7 To transact such other ordinary business as may be transacted at an Annual General Meeting of the Company.

AS SPECIAL BUSINESSTo consider and, if thought fit, to pass with or without modifications, the following resolutions which will be proposed asOrdinary Resolutions:8 “THAT pursuant to Section 161 of the Companies Act, Chapter 50 and the listing rules of the Singapore Exchange Securities

Trading Limited (“SGX-ST”), authority be and is hereby given to the Directors of the Company to issue shares in the Company(whether by way of rights, bonus or otherwise) at any time and upon such terms and conditions and for such purposes and to suchpersons as the Directors may in their absolute discretion deem fit provided that the aggregate number of shares to be issuedpursuant to this Resolution does not exceed 50 per cent of the issued share capital of the Company for the time being, of whichthe aggregate number of shares to be issued other than on a pro-rata basis to shareholders of the Company does not exceed 20per cent of the issued share capital of the Company for the time being, and unless revoked or varied by the Company in generalmeeting, such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company or the dateby which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier.”

9 “THAT approval be and is hereby given to the Directors to:(a) offer and grant options in accordance with the provisions of the SembCorp Marine Share Option Plan (“Share Option Plan”)

and/or to grant awards in accordance with the provisions of the SembCorp Marine Performance Share Plan (“PerformanceShare Plan”) and/or the SembCorp Marine Restricted Stock Plan (“Restricted Stock Plan”) (the Share Option Plan, thePerformance Share Plan and the Restricted Stock Plan, together the “Share Plans”); and

(b) to allot and issue from time to time such number of shares of $0.10 each in the capital of the Company as may be requiredto be alloted and issued pursuant to the exercise of the options under the Share Option Plan and/or such number of fullypaid shares as may be required to be issued pursuant to the vesting of awards under the Performance Share Plan and/orthe Restricted Stock Plan,

provided always that the aggregate number of shares to be issued pursuant to the Share Plans shall not exceed 15 per cent of theissued share capital of the Company from time to time.”

10 “THAT:(a) approval be and is hereby given for the purposes of Chapter 9A of the Listing Manual of the SGX-ST, for the Company, its

subsidiaries and target associated companies or any of them to enter into any of the transactions falling within the types ofInterested Person Transactions, particulars of which are as set out in the Company’s Circular to Members dated May 15,2000 (“the Circular”) with any party who is of the class of Interested Persons referred to in the Circular, provided that suchtransactions are made on an arm’s length basis and on normal commercial terms;

(b) such approval (“the Mandate”) shall, unless revoked or varied by the Company in General Meeting, continue in force untilthe next Annual General Meeting of the Company; and

(c) the Directors of the Company be and are hereby authorised to complete and do all such acts and things (including executingall such documents as may be required) as they may consider expedient or necessary to give effect to the Mandate and/orthis Resolution.”

BY ORDER OF THE BOARD

LIM SEH LICOMPANY SECRETARY

SingaporeMay 8, 2002

Statement pursuant to Article 54 of the Articles of Association of the Company:(a) Resolution 10 is to allow the Directors to issue shares up to 50 per cent of the Company’s issued share capital, with an aggregate sub-limit of 20 per cent of the Company’s issued

share capital for any issue of shares not made on a pro rata basis to shareholders.(b) Resolution 11 is to allow the Directors to issue shares pursuant to the Share Plans provided that the aggregate number of shares issued pursuant to the Share Plans shall not

exceed 15 per cent of the issued share capital of the Company from time to time.(c) Resolution 12 is to renew the Mandate to allow the Company, its subsidiaries and target associated companies or any of them to enter into any transactions falling within the types

of interested person transactions, particulars of which are set out in the Circular, with any party who falls within the classes of interested persons described in the Circular.

Notes:-A member of the Company entitled to attend and vote at the Meeting may appoint not more than two (2) proxies to attend and vote on his behalf and where a Member appoints morethan one (1) proxy, he shall specify the proportion of his shareholdings to be represented by each proxy. A proxy need not be a Member of the Company. The instrument appointing aproxy or proxies must be deposited at 9 Bishan Place, #08-00 Junction 8, Singapore 579837 not later than 48 hours before the time appointed for holding the Meeting.

SEMBCORP MARINE LTD (Incorporated in the Republic of Singapore)

Resolution 1Resolution 2



Resolution 7Resolution 8Resolution 9

Resolution 10

Resolution 11

Resolution 12

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IMPORTANT

1.For investors who have used their CPF monies to buy SembCorp MarineLtd’s shares, this document is forwarded to them at the request of theirCPF Approved Nominees solely FOR INFORMATION ONLY.

2.This Proxy Form is not valid for use by CPF investors and shall be ineffectivefor all intents and purposes if used or purported to be used by them.

Total Number ofShares Held

(Incorporated in the Republic of Singapore)

(Name)

(Address)

PROXY FORM

I/We of

being a member/members of SEMBCORP MARINE LTD hereby appoint:-

Name Address NRIC/Passport Number Proportion ofShareholdings (%)

and/or (delete as appropriate)

as my/our proxy/proxies to attend and vote for me/us on my/our behalf and, if necessary, to demand a poll, at the 39th Annual General Meeting ofthe Company to be held at 29 Tanjong Kling Road, Singapore 628054 on Thursday, May 30, 2002 at 11.00 a.m. and at any adjournment thereof.

(Please indicate with an “X” in the spaces provided whether you wish your vote(s) to be cast for or against the Resolutions as set out in the Notice of AnnualGeneral Meeting. In the absence of specific directions, the proxy/proxies will vote or abstain as he/they may think fit, as he/they will on any other matter arisingat the Annual General Meeting.)

No. Resolutions For Against

Ordinary Business1 Adoption of Directors’ Report and Accounts

2 Declaration of Final Dividend and Special Dividend

3 Re-election of Mr Wong Kok Siew

4 Re-election of Mr Chee Keng Soon

5 Re-election of Mr Tan Pheng Hock

6 Re-election of Mr Kiyotaka Matsuzawa

7 Approval of Directors’ fees

8 Re-appointment of Auditors

9 Any other ordinary business

Special Business10 Authority for Directors to issue shares pursuant to Section 161 of the Companies Act,

Chapter 50

11 Authority for Directors to offer and grant options and/or grant awards and issue sharesin accordance with the Share Plans

12 Approval for renewal of the Shareholders’ Mandate

Dated this day of 2002.

Signature(s) of Member(s) or Common Seal

IMPORTANT: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 enteredagainst 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 theDepository 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 byyou.

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 instead of him. Such proxy need not be a memberof the Company.

3. Where a member appoints two proxies, the appointments shall be invalid unless he specifies the proportion of his 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 9 Bishan Place, #08-00 Junction 8, Singapore 579837, not less than 48 hours before the time appointed for holding the Annual

General 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.6. A corporation which is a member may authorise by a resolution of its directors or other governing body such person as it thinks fit to act as its representative at the Annual General Meeting in

accordance with its Articles of Association and 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 ascertainablefrom 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 anyinstrument 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 timeappointed for holding the Annual General Meeting, as certified by The Central Depository (Pte) Limited to the Company.

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AffixPostageStamp

COMPANY SECRETARY

SEMBCORP MARINE LTD

9 BISHAN PLACE

#08-00

JUNCTION 8

SINGAPORE 579837

Documents

REPORT OF THE · Wong Kok Siew Chairman Tan Kwi Kin President Chee Keng Soon Giam Chin Toon Er Kwong Wah Masahiro Miyazaki Heng Chiang Gnee (Alternate to Tan Kwi Kin, appointed on