EMS Energy Limited Annual Report 2013

Annual Report 2013
Sustainable
Growth
Stronger
Foundation
01 Corporate Prole
02 Chairmans Statement
04 Operations & Financial Review
06 Financial Highlights
08 Board of Directors
10 Executive Ofcers
12 Corporate Structure
13 Corporate Governance Report
31 Directors Report
34 Statement by Directors
35 Independent Auditors Report
37 Consolidated Statement of
Comprehensive Income
38 Balance Sheets
39 Consolidated Statement of Changes
in Equity
40 Consolidated Statement of Cash Flows
41 Notes to the Financial Statements
93 Analysis of Shareholdings
95 Notice of Annual General Meeting
Proxy Form
>>
This annual report has been prepared by the Company and reviewed by the Companys sponsor, CNP Compliance
Pte. Ltd. (Sponsor), for compliance with the Singapore Exchange Securities Trading Limited (SGX-ST) Listing
Manual Section B: Rules of Catalist. The Sponsor has not veried the contents of this annual report including the
accuracy or completeness of any of the information disclosed or the correctness of any of the statements or opinions
made or reports contained in this annual report. This annual report has not been examined or approved by the
SGX-ST. The Sponsor and the SGX-ST assume no responsibility for the contents of this annual report including the
correctness of any of the statements or opinions made or reports contained in this annual report.
The contact person for the Sponsor is Mr. Thomas Lam at 36 Carpenter Street, Singapore 059915, telephone:
(65) 6323 8383; email: tlam@cnplaw.com.
Corporate
Profle
Annual Report 2013 EMS Energy Limited 01
Listed in 2003, EMS
Energy Limited
(EMS Energy), an
established engineering
solutions provider, has
carved a name for itself
within the industry for
providing its customers
with comprehensive
energy supply chain
solutions.
Through its subsidiary, EMS Energy Solutions
Pte Ltd (EES), EMS Energy designs,
manufactures and installs engineering
solutions and products such as drilling and
well intervention systems, deck machineries,
offshore cranes, and other mechanical load
handling systems. It also offers its customers
aftermarket services such as commissioning,
inspection, training, conversion, retrotting,
maintenance, repair and overhaul as well as
spare parts procurement.
Established in 1977, EMS Energy places strong
emphasis on the quality of its equipment,
operations and management. The following
certications awarded by the prestigious
American Petroleum Institute (API) to EES
since 2011 bear testament to its commitment
in quality:
API Specifcation Q1
API Specifcation 2C for Offshore Pedestal
Mounted Cranes
API Specifcation 4F for Substructures at
PSL 1 (refers to Drilling and Well Servicing
Structures)
EMS Energy now serves customers across
China, Europe, India, Indonesia, Malaysia,
Russia, Singapore, South Africa, Thailand,
United Arab Emirates, United States and
Vietnam.
With its established track record, experience,
expertise and vast network, EMS Energy is well
positioned to be a leading global engineering
solutions provider.
>>
02 Annual Report 2013 EMS Energy Limited
Chairmans
Statement
Dear Shareholders,
On behalf of my fellow board of
directors, I present to you the Annual
Report for the Financial Year ended 31
December 2013 (FY2013).
FY2013 was a challenging one with intense competition,
increased operational costs and margin pressures. It also marks
the start of our commitment to enhance our value proposition
and competitiveness in the offshore and marine (O&M) sector
in view of the challenges and opportunities in the operating
environment.
FY2013 in Review
In FY2013, we conducted a major review of our strategies,
operations and positioning within the market, and outlined three
strategic thrusts to shareholders in a corporate and business
update in November 2013. These strategic thrusts seek to
increase the size and scale of orders, prot margins, and improve
internal efciencies within the Group.
In line with the update, the Group has established strategic
business units (SBU) and expanded its marketing network to
maximize business development opportunities. We have also
implemented an ERP system to improve inventory management,
business intelligence and internal efciencies. This has already
started showing results, contributing to a signicant decrease of
direct costs in FY2013.
Subsequent to the nancial year end, we announced on 20
February 2014 that we have leased a 23,238 square meter
parcel of land in Tuas with a 106-metre waterfront boundary to
build a new facility. The new facility, ve times that of our current
one, is very hard to come by in land-scarce Singapore and will
be a game changer for us.
The new facility will give us signicant competitive edge enabling
us to take on larger-scale projects of higher margins, increase
our productivity and capabilities while reducing operational costs
and dependence on third-party sub-contractors. Construction
for the new facility will commence in 1H2014 and we will move
into the new premises by FY2015, after the completion of the
rst phase.
In our pursuit to streamline operations, we announced the
disposal of 40% out of our total 60%-stake in Oilfeld Services
& Supplies Pte Ltd, allowing us to redirect and focus resources
on our subsidiary, EMS Energy Solutions Pte Ltd (EES), which
will assume responsibility for carrying out our core business of
design, manufacture, fabrication, installation and execution of
engineering solutions and products for the marine, oil and gas
industries.
In the year under review, we also focused on building our
management team to strengthen the leadership of our group of
companies. We cordially welcome Mr Lin Yoon Shiang as the
>>
Executive Director of EMS Offshore Pte Ltd and EES, Mr Kenny
Teh as the Offshore Crane Manager for EES and Mr Jack Qian
as the Technical Manager for EES. With these new additions to
the highly experienced senior management, the Group now has
a much stronger leadership team.
We are proud to have carved a strong reputation for ourselves,
especially with the three American Petroleum Institute (API)
certifcations that we have attained since February 2011,
underscoring the quality of our products and services. During the
year under review, we also announced several turnkey projects
secured, such as the US$36 million (S$45 million) Derrick
Equipment Set (DES) contract awarded by Koastal Industries
Pte Ltd (Koastal).
Despite the challenges faced, I am pleased to report that the
Group recorded a net proft attributable to shareholders of S$4.06
million in FY2013, reversing from a loss of S$16.91 million in the
previous year (FY2012).
Earnings per share, on a fully diluted basis, reversed from a
loss of 3.48 Singapore cents as at 31 December 2012 to 0.51
Singapore cent this year. The Groups net asset value per share
improved to 2.93 Singapore cents from 2.41 Singapore cents as
at 31 December 2012.
Outlook
Despite stiff competition and pricing pressure in the O&M
industry, we are condent that the new strategic roadmap and
waterfront facility will lay a solid foundation for stronger growth.
In this endeavour, we are helped by the strategies announced
recently by the Singapore government to help local O&M
transform through innovation, research, and collaboration with
institutions.
On our order book, we are reasonably confdent of securing two
repeat DES contracts from Koastal and a separate DES contract
from a third-party in FY2014, each estimated to be worth US$36
million. The Groups order book as at 31 December 2013 stood
at approximately S$55 million (not including the potential projects
to be secured in FY2014).
Barring any unforeseen circumstances, and in view of the
three strategic thrusts being implemented and the likelihood of
securing the three contracts in FY2014, we expect the revenue
in FY2014 to exceed that of FY2013.
Appreciation
The Board of Directors would like to thank our customers,
business partners, shareholders and other stakeholders for their
continued support and trust amidst the many challenges faced.
The Board of Directors also wishes to extend its gratitude to the
management and employees of the Group for their leadership,
contribution and commitment to the success of the Group.
Ting Teck Jin
Executive Chairman & Chief Executive Offcer
29 March 2014
Operations &
Financial Review
Background
The fnancial year ended 31 December 2013 (FY2013) started
off as a challenging one, amidst intense competition and careful
spending by oil majors which led to slower orders and margin
pressures. These had impacted the Groups performance in the
rst half of the nancial year (1H2013).
In view of the challenging operating environment, the Board and
Management conducted a strategic review of its operations and
positioning within the market. It outlined three strategic thrusts in
a corporate and business update announced on 29 November
2013 that are intended to increase size and scale of orders,
prot margins and improve internal efciencies within the Group.
These strategic thrusts will be greatly helped by conrmation
announced on 19 February 2014 that we have signed for a
new waterfront facility that, upon completion of its rst phase by
FY2015, will increase productivity and capabilities of the Group
signicantly while reducing costs.
With a clearer roadmap for greater efciencies and growth, the
Groups performance in the second half of the nancial year
under review (2H2013) picked up, and led its full year results
into a reversal from a loss in the preceding year (FY2012).
Financial Performance
The Groups revenue from continuing operations increased 13.0%
to S$21.12 million in FY2013 from S$18.69 million recorded in
FY2012 despite weaker revenue in 1H2013. This was mainly due
to the accelerated progress of all on-going projects, particularly
during the second half of FY2013, and efforts to improve internal
effciency and project management.
An improved gross proft of S$4.18 million and gross proft margin
of 19.8% were recorded in FY2013, compared to S$0.10 million
and 2.7% in FY2012, respectively. The improvements were a
direct result of a combination of factors: 1) direct costs necessary
to maintain operations could be covered by the higher revenue
recognized in 2H2013; 2) efforts to increase operational efciencies
such as the ERP system which was implemented contributed to
the general reduction in direct costs, which was offset by a 5.5%
increase in direct labour costs and 23.4% rise of factory overheads,
resulting in an overall 7.6% decrease in cost of sales.
Other income increased approximately 46-fold to S$7.90 million
in FY2013 compared to S$0.17 million due to a gain on disposal
of a subsidiary amounting to S$7.09 million, and write-back of
doubtful debts worth S$0.52 million recovered.
Administrative expenses decreased 53.5% to S$8.99 million
compared to S$19.36 million in FY2012 due to the absence of an
impairment of goodwill relating to discontinued operations worth
S$10.22 million recognized in FY2012, and reductions in legal
and professional fees, allowance for doubtful trade receivables,
and allowance for stock obsolescence which were offset by the
increase in staff costs, and operating expenses of a China-based
representative ofce.
As a result of the abovementioned factors, the Groups net
prot attributable to equity shareholders reversed from a loss of
S$16.91 million in FY2012 to proft of S$4.06 million in FY2013.
Cash Flows and Financial Positions
The Groups cash and cash equivalents remain positive at S$0.44
million as at FY2013, compared to S$3.11 million at the end of
FY2012. The Group will seek to improve its operating cash fow
position while exploring opportunities for fund raising.
Net cash used in operating activities amounted to S$12.28
million in FY2013 compared to S$1.24 million in FY2012 mainly
due to cash used in the nancing of the Groups working capital,
nancing of trade and other receivables as well as inventories
and trade and other payables.
Net cash provided by investing activities was S$5.56 million in
FY2013 compared to net cash of S$1.41 million used in investing
activities in FY2012 due to net proceeds of S$5.94 million from
the disposal of OSS, partially offset by S$0.37 million used in the
purchase of property, plant and equipment.
Net cash from fnancing activities improved from S$0.46 million
in FY2012 to S$4.00 million in FY2013, mainly attributed to the
net proceeds of S$5.61 million from the issuance of Placement
Shares and proceeds of S$1.80 million from new term loans,
partially offset by the repayment of term loans of S$1.57 million
and an increase in fxed deposits pledged of S$1.84 million.
The Groups net assets has increased to S$21.71 million as
at 31 December 2013 compared to S$14.44 million as at 31
December 2012 mainly due to the issuance of new shares and
the higher net proft achieved in FY2013.
Changes in Issued and Paid-up Share Capital
The Group issued 60 million placement shares in March 2013,
and another 80 million shares in August 2013 to institutional
and high net worth investors, raising S$2.52 million and S$3.36
million in gross proceeds, respectively.
Following which, the Groups issued share capital base enlarged
to 740.35 million shares with a corresponding share capital of
S$32.46 million as at 31 December 2013, compared to 600.35
million shares a year ago.
The Groups net asset value per share as at 31 December 2013
was 2.93 Singapore cents, compared to 2.41 Singapore cents
in FY2012.
Financial
Highlights
Revenue
S$ (000)
Gross Prot
S$ (000)
Net Prot
S$ (000)
2012 2012 2012 2013 2013 2013 2011 2011 2011
49,873 7,346
500
18,689
359
(19,398)
2,709
3,978
738
21,115
4,179
3,616
Discontinued
Operations
Discontinued
Operations
Discontinued
Operations
Continuing
Operations
Continuing
Operations
Continuing
Operations
Discontinued
Operations
Discontinued
Operations
Discontinued
Operations
Continuing
Operations
Continuing
Operations
Continuing
Operations
FY2011 FY2012 FY2013
FY2011 FY2012 FY2013
Continuing Operations Discontinued Operations
As at year end:

Total Assets S$ (000) 63,532 - 49,577 - 38,317 -
Total Liabilities S$ (000) 29,743 - 35,136 - 16,604 -
Shareholders Equity S$ (000) 33,789 - 14,441 - 21,713 -
Gearing Ratio
(a)
0.46 - 0.52 - 0.27 -
(a) Total borrowings divided
by shareholders equity

Per share information:
Earnings/(loss) per ordinary (0.10) 0.46 (3.48) 0.66 0.51 0.11
share attributable to
equity holders of the Company (cents)
(b)
(b) Based on weighted average number
of ordinary shares in issue 589,998,638 589,998,638 600,354,802 600,354,802 645,354,802 645,354,802

Net assets per share (cents)
(c)
5.63 - 2.41 - 2.93 -
(c) Based on number of ordinary
shares in issue as at year end 600,354,802 - 600,354,802 - 740,354,802 -
TING TECK JIN
Executive Chairman and Chief Executive Ofcer
Mr Ting, 46, joined the Board of EMS Energy on 8 January 2007 as Executive
Chairman and assumed the role of Chief Executive Offcer on 19 June 2007. He was
last re-elected in April 2012.
Mr Ting is responsible for the strategic corporate direction and development of the
Group. He also oversees business development and operations in his role as Director
of EMS Energy Solutions Pte Ltd. Mr Ting is also Managing Director of Koastal
Industries Pte Ltd, a Singapore-based group dealing in trading and marine projects in
the region, with a network of ofces in Vietnam including a Vietnam-based subsidiary,
Koastal Eco Industries Co Ltd, where he is General Director.
Mr Ting has over 20 years experience in the offshore and marine engineering industry.
He spent a few years in Keppel Group shipyard operations in Singapore and Vietnam
before founding Koastal Industries Pte Ltd in 1997. An engineer by training, Mr Ting
holds a Bachelor of Engineering in Marine Technology (First Class Honours) degree
from Newcastle University, United Kingdom.
MR TING TECK JIN
Executive Chairman and
Chief Executive Offcer
Board of
Directors
LIM POH BOON
Non-Executive and Independent Director
Mr Lim, 60, joined the Board on 1 June 2007 as Non-Executive and Non-Independent
Director, and was re-designated as Independent Director since FY2012. He was last
re-elected in April 2011.

Mr Lim is active in many consultancy corporate fnance projects and also operates
a fnancial payment service business in Malaysia and Hong Kong. He has more than
30 years experience in operations as well as compliance and risk management in
various business sectors.

Mr Lim is currently the Honorary Treasurer of the Chinese Chamber of Commerce
in Batu Pahat, Johor, Malaysia; an associate member of the Malaysian Institute of
Chemistry; a National Council Member and Deputy Chairman of Agriculture and
Primary Industries Committee of The Associated Chinese Chambers of Commerce
and Industry of Malaysia; a Fellow of the Institute of Chartered Secretaries and
Administrators, United Kingdom; a Fellow of the Institute of Financial Accountants,
United Kingdom; and a senior associate member of the Australian and New Zealand
Institute of Insurance and Finance.
Mr Lim holds a Bachelors degree in Chemistry from Universiti Sains Malaysia and a
MBA from Heriot-Watt University in Edinburgh, United Kingdom.
MR LIM POH BOON
Non-Executive and
Independent Director
MR UNG GIM SEI
Non-Executive and
MR LIM SIONG SHENG
Non-Executive and
UNG GIM SEI
Mr Ung, 74, joined the Board on 31 August 2007 as a Non-Executive and
Independent Director. He was last re-elected in April 2013. Mr Ung is currently a
director of a U.S.-Singapore joint venture law frm, Duane Morris & Selvam LLP,
specialising in the practise of Intellectual Property.
Prior to taking up law, Mr Ung started his career with key positions at Nanyang
Siang Pau, Singapore Press Holdings and the Hong Kong Sing Tao Newspaper
Group. He is the Vice President of the Singapore-China Friendship Association, the
Aw Boon Haw Foundation (PRC), and Tan Kah Kee Foundation where he is also
the Legal Advisor. Mr Ung is also currently an Independent Director of SGX-listed
Informatics Education Ltd.
Mr Ung holds a Bachelor of Arts in Economics degree from the National University
of Singapore, a Common Professional Examination in Law from the UK, a graduate
Diploma in Singapore Law from the National University of Singapore and a Master
of Law from the City University of Hong Kong.
LIM SIONG SHENG
Mr Lim, 63, joined the Board on 1 June 2008 as a Non-Executive and Independent
Director. He was last re-elected in April 2013.

Mr Lim is presently a director of the Shangyew Public Accounting Corporation
where he is responsible for audit, tax, liquidation, consulting and accounting
matters undertaken by the corporation and has over 30 years of experience in the
related elds.

Mr Lim is a Fellow of the Association of Chartered Certifed Accountants, United
Kingdom, and a Fellow of the Institute of Singapore Chartered Accountants. He
is also a Fellow of the Certifed Public Accountant, Australia, and a Fellow of the
Insolvency Practitioners Association of Singapore. In addition, Mr Lim also holds
membership as an Accredited Tax Advisor (Income Tax & GST) in the Singapore
Institute of Accredited Tax Professionals Limited (SIATP).
Executive
Offcers
TING TECK JIN
Executive Chairman and Chief Executive Ofcer
EMS Energy Limited
Mr Ting, 46, joined the Board of EMS Energy on 8 January 2007
as Executive Chairman and assumed the role of Chief Executive
Offcer on 19 June 2007.
Mr Ting is responsible for the strategic corporate direction
and development of the Group. He also oversees business
development and operations in his role as Director of EMS
Energy Solutions Pte Ltd. Mr Ting is also Managing Director of
Koastal Industries Pte Ltd, a Singapore-based group dealing
in trading and marine projects in the region, with a network of
offces in Vietnam including a Vietnam-based subsidiary, Koastal
Eco Industries Co Ltd, where he is General Director.
Mr Ting has over 20 years experience in the offshore and marine
engineering industry. He spent a few years in Keppel Group
shipyard operations in Singapore and Vietnam before founding
Koastal Industries Pte Ltd in 1997. An engineer by training,
Mr Ting holds a Bachelor of Engineering in Marine Technology
(First Class Honours) degree from Newcastle University, United
Kingdom.
PATSY MAH
Chief Financial Ofcer
EMS Energy Limited
Ms Mah, 46, joined the Company as Chief Financial Offcer (CFO)
on 1 February 2013, and oversees the Companys fnancial
matters.
Ms Mah has over 20 years of experience dealing with bankers,
auditors and statutory boards and was also involved in business
merger and acquisitions, group restructuring matters and
securing capital and funding for businesses. She previously
held senior management positions at several publicly-listed and
privately-held companies in Singapore.
Ms Mah is a member of the Institute of Singapore Chartered
Accountants.
LIN YOON SHIANG
Executive Director
EMS Offshore Pte Ltd & EMS Energy Solutions Pte Ltd
Mr Lin, 51, was appointed Executive Director of EMS Offshore
Pte Ltd and EMS Energy Solutions Pte Ltd on 2 January 2014.
He is responsible for overseeing the daily operations of the
company.
Prior to joining the group, Mr Lin held yard operation and
engineering positions in ASL Marine Limited, Drydocks World
South-East Asia, and Wison Offshore and Marine Limited. He
rose from a surveyor to Marine Business New Construction
Manager for South-East Asia during his tenure in Lloyds Register
of Shipping, and held various managerial positions in Keppel
Shipyard Limited and Singapore Technologies Marine Ltd.
Mr Lin holds a Bachelor of Engineering Degree, First Class,
in Naval Architecture from Newcastle Upon Tyne, United
Kingdom.
WONG HON CHENG
Vice President, Rig Solutions
EMS Energy Solutions Pte Ltd

Mr Wong, 35, was appointed Project Manager on 24 May 2010,
and Vice President for the Groups rigs business unit since May
2013. As Vice President, Mr Wong is responsible for sales, cost
control and product development of the business unit.
Prior to his appointment in EMS Energy, Mr Wong was an
engineer at PPL Shipyard Pte Ltd since 2006, handling drilling
packages of jack-up rig projects.
Mr Wong holds a Master degree in Petroleum Engineering from
the University of Technology PETRONAS in Malaysia.
KENNY TEH
Offshore Crane Manager

Mr Teh, 29, joined the Company on 11 November 2013 as its
Offshore Crane Manager, handling product development, project
engineering and design, technical support, and installation and
commissioning of cranes at site.
Prior to his appointment in the Company, he spent three years,
from 2010 to 2013, as product development engineer in the
Malaysian-listed Favelle Favco Group, and was later promoted
to senior engineer.
Mr Teh graduated from the Universiti Tun Hussein Onn Malaysia
(UTHM) with a bachelors (honours) degree in mechanical
engineering.
EUGENE NAH
Operations Manager
Mr Nah, 33, joined the Group on 3 December 2012 as its
Operations Manager. He is responsible for the Groups operation
management including regulatory compliance and budgetary
control.
Prior to joining the group, Mr Nah was Ship Repair Manager
at Nakilat-Keppel Offshore & Marine (NKOM) in Qatar, a joint
venture shipyard between Qatar Gas Transport Company
(Nakilat) and Keppel Offshore & Marine. Since his appointment
with NKOM in 2010, he rose through the ranks from machinery
engineer, project engineer to ship repair manager, where he led
his team in the ship-repair segment.
Mr Nah graduated from the University of New South Wales with a
Bachelor (Honours) Degree in Mechanical Engineering.
JACK QIAN
Technical Manager
Mr Qian, 49, joined the Group on 25 November 2013 as its
Technical manager. He is responsible for the Groups sales
technical support, engineering, product development and
research activities.
Prior to joining the group, Mr Qian was Assistant Manager of the
design and engineering department at Promoter Hydraulics Pte
Ltd, a subsidiary of the SGX-listed Viking Offshore and Marine.
Mr Qian graduated from East China JiaoTong University in
1987 with a Bachelor degree in mechanical and electrical
engineering.
Corporate
Structure
100%
100%
100%
20%
EMS Oil & Gas Ltd EMS Offshore Pte Ltd
100%
EMS Energy
Solutions
Pte Ltd
Oileld
Services &
Supplies
Pte Ltd
EMS Energy
Services
Sdn Bhd
Corporate Governance
Report
The Board of Directors (the Board) of EMS Energy Limited (the Company) and together with its subsidiaries (the
Group) recognises the importance of corporate governance in ensuring transparency, protecting the interests of its
shareholders and strengthening investors condence in its management and nancial reporting. The Board is responsible
for the overall corporate governance of the Group and is committed to maintaining a high standard of corporate governance
within the Group by establishing stringent internal control measures and monitoring mechanisms.
Rule 710 of the Listing Manual (Section B: Rules of Catalist) of the Singapore Exchange Securities Trading Limited
(the SGX-ST) (Catalist Rules) requires an issuer to outline the corporate governance practices adopted by the
Company as set out in the Code of Corporate Governance 2012 (the Code).
This statement outlines the key corporate governance practices that were in place throughout the nancial year, with
specic references made to each of the principles and Guidelines of the Code for the nancial year ended 31 December
2013 (FY2013).
In line with the Code, the Board of Directors hereby conrms that the Company has adhered to the principles and guidelines
of the Code and each area of non-compliance is disclosed and explained.
A. BOARD MATTERS
Principle 1: Boards Conduct of its Affairs
The Group is led by an effective Board, which comprises one Executive Director and three Independent Directors, all
having the right competencies and diversity of experience to effectively lead, control and contribute to the Group. The
Board is collectively responsible for the success of the Group. The Board works with the management of the Company
(Management) to achieve this and Management remains accountable to the Board.
The principal functions of the Board include:
1. providing entrepreneurial leadership, setting strategic objectives and ensuring that the necessary nancial and
human resources are in place for the Group to meet its objectives;
2. setting, reviewing and approving key business goals and strategies, and nancial plans and monitoring the
organisational and Managements performance;
3. establishing a framework of prudent and effective controls which enables risks to be assessed and managed,
including safeguarding of shareholders interests and the companys assets;
4. reviewing the adequacy and integrity of the Groups internal controls, risk management systems and nancial
reporting and compliance;
5. approving major investments and divestments, and funding proposals;
6. setting the Groups values and standards (including ethical standards); and
7. ensuring accurate, adequate and timely reporting to, and communication with shareholders such that obligations
to shareholders and other stakeholders are understood and met.
Report
The Board meets regularly, with at least two scheduled meetings within each nancial year to review the Groups key
activities, business strategies, funding decisions, nancial performance and to approve the release of half yearly and annual
results of the Group. When circumstances require, ad-hoc meetings are convened. All Directors objectively take decisions
in the interests of the Group.
The Company has adopted internal guidelines setting forth matters that require Board approval, examples of which include
corporate plans and budgets, material acquisitions and disposals of assets, share issuances, dividends and other returns to
shareholders.
To assist in the execution of its responsibilities, the Board is supported by three board committees; namely the Nominating
Committee (NC), Remuneration Committee (RC) and Audit Committee (AC) (collectively, the Board Committees).
The Directors are also regularly updated on the Groups development via email correspondence facilitating participation
and view sharing. Board meetings are conducted in Singapore and regularly attended by Directors either in person or via
telephone conference if they are unable to attend the meetings in person. The attendances of the Directors at meetings of
the Board and Board Committees, as well as the frequency of such meetings are disclosed in Table 1 below.
Table 1: Attendance of Directors at Board and Board Committee Meetings
Name
Board Audit Committee
Remuneration
Committee
Nominating
Committee
No. of
Meetings
Held
No. of
Meetings
Attended
No. of
Meetings
Held
No. of
Meetings
Attended
No. of
Meetings
Held
No. of
Meetings
Attended
No. of
Meetings
Held
No. of
Meetings
Attended
Ting Teck Jin 4 2 4 2^ 1 1^ 1 1^
Lim Poh Boon 4 2 4 2 1 1 1 1
Ung GimSei 4 2 4 2 1 1 1 1
Lim Siong Sheng 4 2 4 2 1 1 1 1
^ Attendance by invitation
Note:
Upon appointment of each director, the Company provides a formal letter to such director, setting out his duties and obligations upon
appointment. The Company has in place an orientation program to ensure that new directors are familiar with the Companys business
and governance practices, and training for rst-time directors in areas such as accounting, legal and industry-specic knowledge. All
Directors are updated regularly concerning any changes in company policies, risk management, accounting standards, relevant new
laws, regulations and changing commercial risks. Directors are encouraged to attend, at the Groups expense, relevant and useful training
or seminars conducted by external organisations. The Company also provides on-going education on Board processes, governance and best
practices.
Principle 2: Board Composition and Guidance
The Board comprises one Executive Director, Mr. Ting Teck Jin, and three Independent Directors, Mr. Ung Gim Sei
and Mr. Lim Siong Sheng and Mr. Lim Poh Boon. Key information regarding the Directors is given in the section on
Board of Directors of this annual report. The independence of each Independent Director is reviewed annually by the
Nominating Committee. The Board considers an independent director as one who has no relationship with the Company,
its related companies, its 10% shareholders or its ofcers that could interfere or be reasonably perceived to interfere with
the exercise of the directors independent business judgment of the conduct of the Groups affairs.
Report
The NC is of the view that the current Board, with Independent Directors making up at least half of the Board, has a strong
and independent element to exercise objective judgment on corporate affairs independently from Management. The NC is
also of the view that no individual or small group of individuals dominates the Boards decision making process. Currently
none of the Independent Directors has served the Board for more than nine years from the date of their rst appointment.
Principle 3: Chairman and Chief Executive Ofcer
According to the Code, the Chairman and Chief Executive Ofcer (CEO) should in principle be separate persons.
The Board is of the view that the Group has built up a cohesive management team. The CEO together with the Executive
Ofcers has full executive responsibilities over the business directions and operational decisions. The CEO is responsible
to the Board for all corporate governance procedures to be implemented by the Group and to ensure conformance by the
Management to such practices.
Currently, the Board comprises of four directors, three of whom are Independent Directors and there is no lead
Independent Director appointed in the Board. This is because the Board is of the view that a strong element of
independence is present in the Board and all three Independent Directors exercises equal and active inuence in the
Boards affairs.
Our Chairman and CEO is Mr. Ting Teck Jin and his responsibilities include:-
1. leading the Board to ensure effectiveness on all aspects of its role and setting its agenda;
2. ensuring that the Directors receive accurate, timely and clear information;
3. ensuring effective communication with shareholders;
4. encouraging constructive relations within the Board and between the Board and Management;
5. facilitating the effective contribution of Non-Executive Directors in particular; and
6. promoting high standards of corporate governance.
Principle 4: Board Membership
Mr. Ung Gim Sei, an Independent Director, is the Chairman of the NC. The other members of the NC are our
Independent Directors, Mr. Lim Siong Sheng and Mr. Lim Poh Boon. The NC has written terms of reference that
describe the responsibilities of its members.
We believe that Board renewal must be an on-going process to ensure good governance and cater to the changing needs of
the Company and business. Our Articles of Association require at least one-third of our Directors (excluding the Group
Managing Director) to retire from ofce by rotation and be subject to re-nomination and re-election by shareholders at
every annual general meeting (AGM). No Director stays in ofce for more than three years without being re-elected by
shareholders.
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The responsibilities of the NC are as follows:-
a. to recommend to the Board on all Board appointments;
b. to review and recommend to the Board annually, the Boards structure, size and composition;
c. to identify and make recommendations to the Board for Directors retirement, re-election and re-nomination at each
AGM of the Company, having regard to each Directors contribution and performance;
d. to determine the criteria (in particular, taking into account a Directors independence and competing commitments)
to identify candidates and review nominations for the appointment of Directors to the Board;
e. to determine annually if a Director is independent; and
f. to decide how the Boards performance may be evaluated and propose objective performance criteria for the
Boards approval.
In the selection and nomination for new Directors, the NC identies the key attributes that an incoming Director should
have, based on existing or new requirements of the Group. After endorsement by the Board, the NC taps on the resources
of the Directors personal contacts for recommendations of potential candidates. Executive recruitment agencies may also
be appointed to assist in the search process where necessary. Interviews are then set up with the shortlisted candidates for
the NC to assess them before a decision is made.
New Directors are appointed by way of a board resolution, after the NC has approved their nominations. Such new Directors
submit themselves for re-election at the next AGM of the Company. Pursuant to the Articles of Association, all Directors are
required to submit themselves for re-election at least once every three years.
The NC recommended to the Board that Mr. Lim Poh Boon and Mr. Ung Gim Sei be nominated for re-election
at the upcoming AGM. In making the recommendation, the NC had considered the Directors contributions to the
Group. The Directors proles are presented in the Board of Directors section of this annual report.
When a Director has multiple board representations, he or she ensures that sufcient time and attention is given to the
affairs of each company. All directors are required to declare their board representations. The NC determines annually
whether a Director with multiple board representations is able to and has been adequately carrying out his or her duties as a
Director of the Company. The Board has also determined that the maximum number of listed company board representations
which any Director may hold is three. Nevertheless, currently none of the directors is holding any board representations with
other listed entities. The NC is satised that sufcient time and attention are being given by the Directors to the affairs of the
Group, and there is presently no need to implement internal guidelines to address their competing time commitments
Principle 5: Board Performance
The NC does its best to ensure that Directors appointed to our Board possess the relevant necessary background,
experience and knowledge, and bring to the Board independent and objective perspectives for balanced and well-
considered decisions to be made.
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The NC undertakes a formal review of the effectiveness of the Board as a whole, the Board Committees and the contribution
by each Director to the effectiveness of the Board on a yearly basis with inputs from the other Board members and the
Chairman.
For the year under review, the NC assessed the effectiveness of the Board, the Board Committees and the contribution of
each individual Director to the effectiveness of the Board. The Boards performance was measured by its ability to support
Management especially in times of crisis, and to steer the Company towards protability and the achievement of strategic
and long-term objectives set by the Board.
The NC adopted a formal policy to evaluate the Boards performance. The performances criteria are not changed from year to
year except when deemed necessary and justiable and include the following:
i. timely guidance to the Management;
ii. attendance at Board/Committee meetings;
iii. participation at Board/Committee meetings;
iv. commitment to Board activities;
v. Board performance in discharging principle functions;
vi. Board Committee performance;
vii. independence of Directors; and
viii. appropriate complement of skill, experience and expertise on the Board.
Where the performance criteria are deemed necessary to be changed, the onus should be on the Board to justify this
decision.
The individual evaluation of the Company aims to assess whether each Director continues to contribute effectively and
demonstrates commitment to the role. The Chairman acts on the results of the performance evaluation and, where
appropriate and in consultation with the NC, proposes new members be appointed to the Board or seeks the resignation of
Directors.
Principle 6: Access to Information
All Directors receive a Board report issued prior to any Board meeting and on an on-going basis to provide contextual
information and to enable the Directors to obtain further information, where necessary, in order to be properly briefed
before any meeting. Such information provided to the Directors include background and explanatory information relating
to matters to be brought before the Board, copies of disclosure documents, budgets, forecasts and interim nancial
statements. In respect of budgets, any material variance between the projects and actual results are also disclosed and
explained.
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In order to aid the discharge of duties by the Board, Management provided operational reports and management
accounts on a quarterly basis in FY2013. The Board is able to request for any information from Management at any point
in time to satisfy its needs.
The Board has separate and independent access to the senior management and the Company Secretary at all times.
Should Directors, whether as a group or individually, need independent professional advice, the Company Secretary
will, upon directions by the Board, appoint a professional advisor selected by the group or the individual to render the
appropriate professional advice. The cost of such professional advice will be borne by the Company.
Under the direction of the Chairman, the Company Secretarys responsibilities include ensuring good information
ows within the Board and Board Committees and between the senior management and Non-Executive Directors
and advising the Board on all governance matters The Company Secretary also facilitates orientation and assists with
professional development as required. The Company Secretary attends all meetings of the Board and ensures that board
procedures, applicable rules and regulations are followed. The Company Secretary also attends all meetings of the Board
and Board Committees. The appointment and removal of the Company Secretary is a matter for the Board to decide as
a whole.
Please refer to the Corporate Information section of the annual report for the composition of the Companys Board
of Directors and Board Committees.
B. REMUNERATION MATTERS
Principle 7: Procedures for Developing Remuneration Policies
Principle 8: Level and Mix of Remuneration
Mr. Ung Gim Sei, an Independent Director, is the Chairman of the RC. The other members of the RC are our Independent
Directors, Mr. Lim Siong Sheng and Mr. Lim Poh Boon. As such, the risk of potential conict of interest is minimised.
The function of the RC is to review the procedure for developing the remuneration policy of the Executive Directors of the
Company, to establish the remuneration packages of individual Directors and to provide a greater degree of objectivity and
transparency in the setting of remuneration. No Director is involved in the decision for his own remuneration.
The responsibilities of the RC are:
a. to recommend to the Board a framework of remuneration for the Executive Directors of the Group (where applicable),
all aspects of remuneration such as Directors fees, salaries, allowance, bonuses, options, share-based incentives and
awards, and benets-in-kind and to submit all such recommendations for endorsement by the entire Board;
b. to determine the remuneration packages and terms of employment for each Executive Director; and
c. to review the remuneration of senior management.
The RC has access to internal and external expert and/or professional advice on human resource and remuneration of all
Directors, amongst other matters, whenever there is a need for such consultation.
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The RC ensures that the levels of remuneration for all Directors are appropriate to attract, retain and motivate them
to run the Group successfully and in this respect, the RC avoids paying more than necessary. In its deliberations, the
RC takes into consideration industry practices, practices of comparable companies and norms in compensation and
employment in addition to the Companys performance and the performance of the individual Directors. However, any
comparisons of practices within the industry and with comparable companies are done with caution in view of the risk
of an upward ratchet of remuneration levels with no corresponding improvements in performance.
A signicant proportion of the Executive Directors remuneration is structured to link rewards to corporate and individual
performance. Therefore the performance of the Executive Director is measured by the achievement of corporate and
individual performance targets. The RC is of the view that such measurements are appropriate and meaningful. The
performance-related elements of remuneration are designed to align interests of the Executive Director with those of
shareholders.
The Executive Director has a service contract with a xed appointment period that the Remuneration Committee
reviews, in particular its termination provisions. The service contract is not excessively long and does not contain
onerous removal clauses. In the event of early termination, the Executive Director or the Company may terminate
the service agreement by giving to the other party not less than three months notice in writing, or in lieu of notice,
payment of an amount equivalent to three months salary based on the Executive Directors last drawn salary.
Compensation is fair and the RC avoids rewarding poor performance.
The remuneration of each Non-Executive Director is determined by his contribution to the Company, taking into
account factors such as effort and time spent as well as his responsibilities on the Board. The Non-Executive Directors
are not overcompensated to the extent that their independence may be compromised. The Board will recommend the
remuneration of the Non-Executive Directors for approval at the AGM.
As for long-term incentive schemes, the Group operates EMS Energy Performance Share Plan (the EPSP) and
EMS Energy Employee Share Option Scheme (the ESOS) for its directors and employees. The Company has
adopted the EPSP and ESOS which were approved by the Shareholders at the Companys Extraordinary General
Meeting dated 22 August 2009. The EPSP and ESOS are administered by the RC.
EPSP
The EPSP provides an opportunity for employees of the Group who have contributed to the growth and performance
of the Group (including Executive and Non-Executive Directors) and who satisfy the eligibility criteria as set out under
the rules of the EPSP, to reward them with participation in the equity of the Company. Controlling shareholders of the
Company and their associates are also eligible to participate in the EPSP. The total number of shares in the capital of
the Company (Shares) over which the RC may grant shares under the EPSP (Performance Shares) on any date,
when added to the number of Shares issued and/or issuable in respect of all awards granted under the EPSP, shall
not exceed 15% of the number of the total issued Shares on the day immediately preceding the date on which the
Performance Shares shall be granted. Subject to prevailing legislation and rules of the Listing Manual, the Company,
in its sole and absolute discretion, will deliver Performance Shares to the participants upon vesting of their awards by
way of an issue and allotment of new Shares or delivery of existing Shares to the participant.
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ESOS
The ESOS provides an opportunity for employees of the Group who have contributed to the growth and performance of the
Group (including Executive and Non-Executive Directors) and who satisfy the eligibility criteria as set out under the rules of
the ESOS, to participate in the equity of the Company. Controlling shareholders of the Company and their associates are
also eligible to participate in the ESOS. The total number of Shares over which the RC may grant options under the ESOS
(Options) on any date, when added to the number of Shares issued and issuable in respect of all Options, shall not exceed
15% of the number of the issued Shares on the day immediately preceding the date on which the Options shall be granted.
Under the rules of the ESOS, the Options that are granted may have exercise prices that are, at the RCs discretion, set at
the price (Market Price) equal to the average of the last dealt prices for the Shares on Catalist for the ve consecutive
market days immediately preceding the relevant date of grant of the relevant Option, or (provided that Shareholders approval
is obtained in a separate resolution) at a discount to the Market Price (subject to a maximum discount of 20%). Options
which are xed at the Market Price may be exercisable at any time by the participant after the rst anniversary of the date
of grant of that Option while Options granted at a discount to the Market Price may only be exercised after the second
anniversary from the date of grant of the Option. Options granted under the Scheme will have a life span of ten years
(subject to Shareholders approval for the proposed amendment to the rules of EMS ESOS at the Companys EGM on 26
April 2014) except in the case of Options granted to Non-Executive Directors and Independent Directors where the exercise
period may not exceed ve years from the date of grant or such earlier date as may be determined by the RC.
Further details of the EPSP and ESOS can be found in the Directors Report in this Annual Report. During FY2013, there
were no Performance Shares granted under the EPSP and there were no Options granted under the ESOS.
In FY2014, the Group has started to implement the ESOS. On 24 February 2014, the Independent Directors were granted
and accepted a total of 2,250,000 share options under the ESOS, exercisable at S$0.069 each. The 10,500,000 options,
exercisable at S$0.069 each, to be granted to Executive Director and controlling shareholder, Mr. Ting Teck Jin is subject
to shareholders approval at the Companys Extraordinary General Meeting to be held on 26 April 2014. The share options
granted to Mr. Ting Teck Jin, have a validity period of ten (10) years while the share options granted to the Independent
Directors have a validity period of ve (5) years from the date of grant. Directors are encouraged to hold their shares beyond
the vesting period, subject to the need to nance any costs of acquisition and associated tax liability.
Principle 9: Disclosure on Remuneration
The Company adopts a formal procedure in setting remuneration packages of individual Directors, taking into account pay
and employment conditions of comparable companies in the same or similar industries, as well as the Groups relative
performance and the performance of individual Directors. The Company does not have any employee who is an immediate
family member of any Director and whose remuneration exceeded S$50,000 during the nancial year under review.
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The report on Directors Remuneration for FY2013 is disclosed in Table 2.
Table 2: The breakdown of the Directors remuneration for FY2013
Name of Directors Remuneration Band Salary % Bonus %
Directors'
fee %
Stock-based
remuneration
% Total %
Mr. Ting Teck Jin
S$500,000 to S$750,000
74.2% 25.8% 100%
Mr. Lim Poh Boon
Below S$100,000
100% 100%
Mr. Ung GimSei
Below S$100,000
100% 100%
Mr. Lim Siong Sheng
Below S$100,000
100% 100%
The aggregate total remuneration paid to the Companys Independent Directors (Mr. Lim Poh Boon, Mr. Ung Gim Sei and
Mr. Lim Siong Sheng) is S$135,000. For competitive reasons, the Company is not disclosing each individual Directors
remuneration.
The details of remuneration paid to top 7 key executives (who are not Directors of the Company) of the Group for FY2013 are
set out below:
Table 3: Remuneration of Key Employees
Name of Key Executives Remuneration Band
Salary
%
Bonus
%
Stock-based
remuneration
%
Total
%
Mah Peek Sze Patsy
(1)
Below S$250,000 100% 100%
Wong Hong Cheng Below S$250,000 100% 100%
Teh Kok Hwa, Kenny
(2)
Below S$250,000 100% 100%
Nah Siang Wei Below S$250,000 100% 100%
Qian Li Jian Below S$250,000 100% 100%
Lei Chengyi
(3)
Below S$250,000 100% 100%
Xiao Fan
(4)
Below S$250,000 100% 100%
Remuneration amounts are inclusive of salary, bonus, allowances and Central Provident Fund contributions.
Notes:
(1) Ms. Mah Peek Sze Patsy joined the Group in February 2013
(2) Mr. Teh Kok Hwa, Kenny joined the Group in November 2013.
(3) Mr. Lei Chengyi left the Group in October 2013.
(4) Mr. Xiao Fan left the Group in July 2013.
The aggregate total remuneration paid to the top 7 key executives (who are not Directors or the CEO) is approximately
S$697,000.
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C. ACCOUNTABILITY AND AUDIT
Principle 10: Accountability
The Board believes that it should promote best practices and present a balanced and comprehensible assessment of the
Groups performance, position and prospects, which extends to interim and price sensitive public reports, as a means to
build an excellent business for our shareholders as they are accountable to shareholders for the Company and the Groups
performance.
The Board is mindful of its obligations to provide timely and fair disclosure of material information in compliance with
statutory reporting requirements. Price sensitive information is either rst publicly released before the Company meets
with any group of investors or analysts or simultaneously with such meetings. Financial results and annual reports will
be announced or issued within the mandatory period. The Board also provides reports to regulators when required.
Management provides the Board with quarterly management accounts that present a balanced and understandable
assessment of the Groups performance, position and prospects.
Principle 11: Risk Management and Internal Controls
The Board is responsible for the governance of risk and sets the tone and direction for the Group in the way risks are
managed in the Groups businesses. The Board has ultimate responsibility for approving the strategy of the Group in a
manner which addresses stakeholders expectations and does not expose the Group to an unacceptable level of risk. The
Board approves the key risk management policies and ensures a sound system of risk management and internal controls and
monitors performance against them. In addition to determining the approach to risk governance, the Board sets and instils
the right risk focused culture throughout the Group for effective risk governance.
The Board reviewed the adequacy of the Groups risk management framework and systems and conducted four dialogue
sessions with the Management to understand the process to identify, assess, manage and monitor risks within the Group.
In addition, the Board also engaged an external risk management consultant, BDO LLP, during the year to conduct an
independent review on the effectiveness, adequacy and robustness of the Groups risk management policies and processes
and make recommendations to enhance the internal controls over the risk management process.
Management presented semi-annual reports to the Risk Committee and the Board on the Groups risk prole, the status of
risk mitigation action plans and updates on the following areas:
a. assessment of the Groups key risks by major business units and risk categories;
b. identication of specic risk owners who are responsible for the risks identied;
c. description of the processes and systems in place to identify and assess risks to the business and how risk
information is collected on an ongoing basis;
d. ongoing gaps in the risk management process such as system limitations in capturing and measuring risks, as well as
action plans to address the gaps;
e. status and changes in plans undertaken by Management to manage key risks; and
f. description of the risk monitoring and escalation processes and also systems in place.
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Managements Responsibility in Risk Management
Management is responsible for designing, implementing and monitoring the risk management and internal control systems
in accordance with the policies on risk management and internal controls. The Group has a Chief Risk Ofcer, Ms. Patsy
Mah, who co-ordinates the Groups risk management efforts.
As part of Managements efforts in promoting a risk-aware culture, risk assessment and evaluation takes place as an integral
part of the annual strategic planning cycle conducted at the beginning of each nancial year. Having identied the risks
arising from strategic business objectives, each business unit is required to document the mitigating actions to manage each
signicant risk. New areas are introduced for assessment as the business risk prole changes. Information such as the types
of risks, the controls and processes for managing risks is subsequently summarised in a risk map, which is reviewed by
Management, Internal Audit and the Audit Committee.
Management also conducted an annual training on risk management and a risk discussion forum to heighten risk awareness
for staff at middle management level. Management is responsible for day to day monitoring of these risks and highlighting
signicant events arising thereon to the Audit Committee and the Board.
Key Contracts / Projects Execution Risk
The Group's core business segment is currently undertaken by EMS Energy Solutions (ESS) namely the design,
manufacture, fabrication and installation of engineering solutions and products for the marine, oil and gas industries. Some of
ESS larger turnkey projects may stretch to two or even three years with milestone payments, resulting in the heightened role
of cash ow management in such projects. Unexpected delays in project delivery during execution or delay in customers
payment of any such key long-term contracts may have an adverse effect on the nancial condition and results of operations
of the Group. The Group has taken the necessary approach to mitigate this risk by securing project nancing for its larger
turnkey projects, ensuring adequate bank facilities to support its execution of projects, and tight monitoring of its collections
from customers. The Group would continue to pursue diversication strategies to strengthen its operations and nancial
position.
Product Liability Risk
During the year, the Management has reviewed and deemed adequate its insurance coverage against common re,
industrial, machinery, building, third party liability risks and so forth. With its range of offshore products, the Management
is assessing its potential product liability risks, and suitable insurance coverage for such product liability. The Board believes
that such insurance coverage of product liability will manage the Companys exposure to such risks.
Financial risks
The nature of the Group businesses and activities exposes the Group to market risks (including currency risk and interest
rate risk), credit risk, liquidity risk and capital risk. The Group has a system of controls in place to ensure an acceptable
balance between the cost of risks occurring and the cost of managing such risks. The steps taken by the Group to manage
its exposure to nancial risks are set out in the Financial Report on pages 81 to 90 of the Notes to the Financial Statements
in this annual report.
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Annual Review of the Groups Risk Management and Internal Control Systems
The Board with the assistance of the Audit Committee has undertaken an annual assessment on the adequacy and
effectiveness of the Groups risk management and internal control systems over nancial, operational, compliance and
information technology risks. The assessment considered issues dealt with in reports reviewed by the Board during the year
together with any additional information necessary to ensure that the Board has taken into account all signicant aspects of
risks and internal controls for the Group for the nancial year ended 31 December 2013.
The Boards annual assessment in particular considered:
a. the changes since the last annual assessment in the nature and extent of signicant risks, and the Companys ability
to respond to changes in its business and the external environment;
b. the scope and quality of Managements ongoing monitoring of risks and of the system of internal controls and the
work of its internal audit function and other providers of assurance;
c. the extent and frequency of the communication of the results of the monitoring to the Audit Committee; and
d. the incidence of signicant internal controls weaknesses that were identied during the nancial year.
In order to obtain assurance that the Groups risks are managed adequately and effectively, the Board had reviewed an
overview of the risks which the Group is exposed to, as well as an understanding of what countermeasures and internal
controls are in place to manage them.
The Board has also received assurance from the CEO and Chief Financial Ofcer (CFO):
(a) that the nancial records have been properly maintained and the nancial statements give a true and fair view of the
Groups operations and nances; and
(b) regarding the effectiveness of the Groups risk management systems and internal control systems.
Based on the internal controls established and maintained by the Group, work performed by the internal and external auditors
and reviews performed by Management, various Board Committees and the Board, the Audit Committee and the Board
are of the opinion that the Groups internal controls including nancial, operational, compliance and information technology
controls as well as the risk management systems, were adequate as at 31 December 2013.
Principle 12: Audit Committee
Mr. Lim Siong Sheng, an Independent Director, is the Chairman of the AC. The AC comprises two other Independent
Directors, Mr. Ung Gim Sei and Mr. Lim Poh Boon. At least two members of the AC have the appropriate accounting or
related nancial management expertise and experience. The AC has explicit authority to investigate any matter within its
terms of reference, full access to and co-operation by Management and reasonable resources to enable it to discharge
its functions properly, as well as full access to the Directors and Executives and discretion to invite any of them to attend
its meeting. The Board ensures that the members of the AC are appropriately qualied to discharge their responsibilities.
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The AC holds periodic meetings and reviews primarily the following:
(a) the audit plan of the Companys external auditors;
(b) the external auditors reports;
(c) the co-operation given by our ofcers to the external auditors;
(d) the effectiveness of the Groups internal audit function;
(e) the scope and results of the audit procedures and their cost effectiveness;
(f) the nancial statements of the Company and the Group, especially any signicant nancial reporting issues and
judgments so as to ensure their integrity, before submission to the Board;
(g) all formal announcements relating to the Groups nancial performance;
(h) the independence and objectivity of the external auditors on an annual basis;
(i) the remuneration and terms of engagement of the external auditor;
(j) nomination, re-nomination and removal of external auditors for appointment;
(k) the adequacy and effectiveness of the Groups internal controls;
(l) the Groups compliance with such functions and duties as may be required under the relevant statutes or the Listing
Manual, and by such amendments made thereto from time to time;
(m) interested person transactions; and
(n) capital expenditure transactions.
The AC meetings are also attended by the Executive Director and the external and internal auditors. During this nancial
year, the Audit Committee has also met up with the external auditors and the internal auditors, without the presence of
Management.
The AC shall commission and review the ndings of internal investigations into matters where there is any suspected
fraud or irregularity, failure of internal controls or infringement of any Singapore laws, rules or regulations which have or are
likely to have a material impact on the Groups operating results and/or nancial position. Each member of the AC shall
abstain from voting on any resolutions and making any recommendations and/or participating in any deliberations of the AC
in respect of matters in which he is interested.
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The AC assesses the independence of the external auditors annually. The aggregate amount of fees paid for the external
auditors of the Group for the nancial year ended 31 December 2013 was:
S$000
Audit fees 66
Non-audit fees 22
Total fees 88

The Audit Committee has reviewed the non-audit services rendered by the external auditors for the nancial year ended
31 December 2013 as well as the fees paid, and is satised that the independence of the external auditors have not been
impaired.
The AC has recommended Messrs Nexia TS Public Accounting Corporation for re-appointment as auditors of the Company at
the forthcoming AGM.
The Company conrms that it is in compliance with Rules 712 and 715 of the Catalist Rules in relation to its external
auditors.
The Directors of the AC sit on multiple boards and hence, have the necessary accounting and nancial expertise to deal
with the matters that come before them. They will attend courses and seminars to keep abreast of changes to accounting
standards and other issues which may have a direct impact on nancial statements, as and when necessary.
The Company has a "Whistle-Blowing" policy in place which provides a well-dened and accessible channel for staff of
the Group through which the staff may, in condence, raise concerns about possible fraudulent activities, malpractices or
improprieties in matters of nancial reporting or other matters in a responsible and effective manner. Arrangements for
independent investigation of such matters and appropriate follow up actions were also provided for in the "Whistle-Blowing"
policy. There were no reports of whistle blowing received in FY2013.
Principle 13: Internal Audit
The Group outsourced its internal audit (IA) function to an external professional rm, BDO LLP, which reports
directly to the Chairman of AC and administratively works with the CEO. The ACs responsibility in overseeing that the
Companys internal controls and risk management systems are adequate will be complemented by the work of the IA.
In accordance with Guideline 13.4 of the Code, the IA meets the standards set by nationally or internationally
recognised professional bodies including the Standards for the Professional Practice of Internal Auditing set by The Institute
of Internal Auditors.
The AC meets with the IA at least twice during the year without the presence of Management, reviews the IAs reports on a
half yearly basis and also reviews and approves the annual IA plans and resources to ensure that the IA has the necessary
resources and the appropriate standing within the Company to adequately perform its functions.
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D. COMMUNICATION WITH SHAREHOLDERS
Principle 14: Shareholder Rights
Principle 15: Communication with Shareholders
Principle 16: Conduct of Shareholder Meetings
The Board believes in regular, effective, fair and timely disclosure of material information to its shareholders to enhance
the standard of corporate governance. To be in line with the provisions of the Catalist Rules and the Companies Act (Cap. 50
of Singapore), the Boards policy requires that all shareholders are equally and in a timely manner informed of all major
developments that impact the Company or the Group. It is also the Boards policy that all corporate news, strategies and
announcements be promptly disseminated through the SGXNET system as well as the corporate website (http://www.
emsenergy.com.sg), including press releases, annual reports and other various media. If there is inadvertent disclosure made
to a selected group, we will make the same disclosure publicly to all others as soon as practicable. We constantly
ensure that all information disclosed is as descriptive, detailed and forthcoming as possible such that boilerplate
disclosures are avoided.
The Board supports the Codes principle to encourage shareholder participation. Shareholders are encouraged to attend,
to participate effectively and to vote in the AGM and to stay informed of the Companys strategy and goals, to ensure a
high level of accountability. Notice of the AGM is despatched to shareholders, together with explanatory notes or a circular
on items of special business (if necessary), at least 14 working days before the meeting. Shareholders may vote in person
or by proxy. Voting in absentia and electronic mail may only be possible following careful study to ensure the integrity of
the information and authentication of the identity of members through the web is not compromised and is also subject
to legislative amendment to recognise electronic voting. The Board welcomes questions from shareholders who wish to
raise issues either informally or formally before or at the AGM. The Chairpersons of the Board Committees, and the
external auditors, are normally available at the meeting to answer questions relating to the general meetings, work of
their committees, conduct of audit and the preparation and content of the auditors report.
Separate resolutions are provided at general meetings on each separate issue and the bundling of resolutions is avoided
unless they are interdependent and linked so as to form one signicant proposal and unless the Company explains the
reasons and material implications.
The Companys Articles of Association allows a member of the Company to appoint one or two proxies to attend and
vote instead of the member. In addition, there is no limit on the number of proxies for nominee companies to attend general
meetings.
Voting at general meetings will be by show of hands unless a poll is demanded (1) by the Chairman or (2) by not less than
two shareholders or proxies or (3) shareholders or proxies representing an aggregate of not less than one-tenth of the total
voting rights of all shareholders having the right to attend and vote at the meeting or shares in the Company conferring a
right to vote at the meeting being shares on which an aggregate sum has been paid equal to not less than one-tenth of
the total sum paid on all the shares conferring that right. Voting by a show of hands enables the Company to deal with the
business of the meeting expeditiously.
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The Company prepares minutes of general meetings which include substantial comments, queries from shareholders and
responses from the Board and Management. The minutes are available to shareholders upon request.
In addition, the Group proactively engages shareholders through analyst / media briengs, investor conferences and road
shows. In these meetings, matters pertaining to business strategy, operational and nancial performance and business
prospects were shared by the senior management team. To further enhance its communication with shareholders, the
Company's website (http://www.emsenergy.com.sg) allows the public to access timely information on the Group directly and
also gather view and inputs from shareholders.
As the Company still has accumulated losses as at 31 December 2013 and its current priority is to achieve long-term growth
for the benet of its shareholders, its prots shall therefore be retained for investment into the future. As such, no dividends
are paid for FY2013. The Board would consider establishing a dividend policy at the appropriate time.
E. DEALING IN SECURITIES
The Company has adopted internal codes of conduct pursuant to Rule 1204(19) of the Catalist Rules applicable to all its
ofcers in relation to dealings in the Companys securities. The Company refers to the Catalist Rules and is of the opinion
that these codes are appropriate. The Company is aware that it, its Directors and its employees are continuously subject
to requirements set out by applicable law. The Company believes that by observing these best practices and the applicable
law, the standard of corporate governance will be raised and investor condence will be enhanced.
The Company and its ofcers are aware that it is an offence to deal in its securities as well as securities of other listed
issuers when in possession of unpublished material price-sensitive information in relation to those securities.
As required under Chapter 12 of the Catalist Rules, the Company and its ofcers do not deal in the Companys securities
on short-term considerations and they are not allowed to deal in the Companys shares during the period commencing
one month before the announcement of half-year or full year results and ending on the date of the announcement of these
results. Directors and executives are also expected to observe insider trading laws at all times even when dealing with
securities within permitted trading period.
F. MATERIAL CONTRACTS
In accordance with Rule 1204(8) of the Catalist Rules, there is no material contracts entered into by the Company or its
subsidiaries for the benet of the Directors or controlling shareholders, either still subsisting at the end of the nancial
year, or if not then subsisting, which were entered into since the end of the previous nancial year.
Report
G. INTERESTED PERSON TRANSACTIONS
The Company has adopted an internal policy in respect of any transaction with interested persons and has set out the
procedures for review and approval of the Companys interested person transactions.
In order to ensure that the Company complies with Chapter 9 of the Catalist Rules on interested person transactions, the
AC meets quarterly to review all interested person transactions of the Company. However, if the Company enters into
an interested person transaction, the AC seeks to ensure compliance with the relevant rules under Chapter 9 of the Catalist
Rules.
The following interested person transactions took place between the Group and interested persons during FY2013:
Name of Interested Person
Aggregate value of all interested
person transactions (excluding
transactions less than $100,000
and transactions conducted under
shareholders mandate pursuant to
Rule 920 of the Catalist Rules)
S$000
Aggregate value of all interested
person transactions conducted
under the shareholders mandate
pursuant to Rule 920 of the Catalist
Rules (excluding transactions less
than $100,000)
S$000
Koastal Group *
Purchases Nil Nil
Sales Nil 4,739
Aggregate Nil 4,739
* Koastal Industries Pte. Ltd. and Koastal Marine Pte. Ltd. are subsidiaries of Koastal Pte. Ltd (Koastal Group). Koastal Industries
Pte. Ltd. is the legal and benecial owner of 41.26% of the shares in the Company. Mr. Ting Teck Jin, being the controlling
shareholder and managing director of Koastal Group, is deemed to have an indirect interest in the shares of the Company.
Report
H. USE OF PROCEEDS FROM PLACEMENT
Further to the Companys previous update on the use of proceeds as announced in its 1H2013 Results Announcement on
14 August 2013 and the completion of issuance of 80 million placement shares as announced on 16 September 2013, the
proceeds from the aforesaid have been applied in accordance with the stated use as follows:
Use of Proceeds S$000
Balance previously disclosed in FY2012s annual report 336
Balance 20% proceeds from disposal of OSS (received by end February 2013) 1,700
Proceeds from issuance of Placement shares (completion announced on 18 March 2013) 2,520
Share issue expenses (112)
Payment to banks:
Bills payable, term loans & bank interests (1,704)
Payment to trade creditors (805)
Operational expenses (932)
Increase in xed deposits pledged with banks (286)
Balance as announced in the Companys 1H2013 Results Announcement 717
Balance as previously announced 717
Proceeds from issuance of Placement shares (completion announced on 16 September 2013) 3,360
Payment to banks:
Bills payable, term loans & bank interests (1,236)
Payment to trade creditors (1,163)
Operational expenses (1,474)
Increase in xed deposits pledged with banks (50)
Balance
Percentage Allocation
(Previously Declared)
Percentage Allocation
(Actual)
For nancing the order book of the Company i. Approximately 30% to 40% 39%
For other general working capital purposes ii. Approximately 60% to 70% 61%
I. NON-SPONSOR FEES
CNP Compliance Pte Ltd (CNPC) is the Continuing Sponsor of the Company. There were no non-sponsor fees paid to CNPC
during the year under review.
Directors
Report
The directors present their report to the members together with the audited nancial statements of the Group for the
nancial year ended 31 December 2013 and the balance sheet of the Company as at 31 December 2013.
Directors
The directors of the Company in ofce at the date of this report are as follows:
Mr Ting Teck Jin
Mr Lim Poh Boon
Mr Lim Siong Sheng
Mr Ung Gim Sei
Arrangements to Enable Directors to Acquire Shares or Debentures
Neither at the end of nor at any time during the nancial year was the Company a party to any arrangement whose object
was to enable the directors of the Company to acquire benets by means of the acquisition of shares in, or debentures of,
the Company or any other body corporate.
Directors Interests in Shares or Debentures
(a) According to the register of directors shareholdings, none of the directors holding ofce at the end of the nancial
year had any interest in the shares or debentures of the Company or its related corporations, except as follows:
Holdings registered in name of
director or nominee
Holdings in which director is
deemed to have an interest
At
1.1.2013
At
31.12.2013
At
1.1.2013
At
31.12.2013
The Company
(No. of ordinary shares)
Mr Ting Teck Jin 9,000,000 247,726,275 247,726,275
Mr Lim Poh Boon 10,000,000 10,000,000
(b) Mr Ting Teck Jin, who by virtue of his interest of not less than 20% of the issued capital of the Company, is deemed
to have interests in the share capital of all subsidiaries at the beginning and at the end of the nancial year.
(c) There were no changes in any of the abovementioned directors interests in ordinary shares of the Company between
the end of the nancial year and 21 January 2014.
Directors Contractual Benets
Since the end of the previous nancial year, no director has received or become entitled to receive a benet by reason of a
contract made by the Company or a related corporation with the director or with a rm of which he is a member or with a
company in which he has a substantial nancial interest, except as disclosed in the accompanying nancial statements and
in this report.
Directors
Report
Share Scheme
The Company has adopted the new EMS Energy Employee Share Option Scheme (the Scheme) as well as the new EMS
Energy Performance Share Plan (the Plan) at the Extraordinary General Meeting dated 22 August 2009.
Under the Scheme, the following employees shall be eligible to participate:
(a) full-time employees of the Company and/or its subsidiaries who have attained the age of twenty-one (21) years on or
before the offering date;
(b) Executive Directors of the Company; and
(c) Non-Executive Directors (including Independent Directors) of the Company.
Persons who qualify under (a), (b) or (c) under the paragraph above and who are also the Companys Controlling Shareholders
can only participate in the Scheme if their participation is approved by independent shareholders of the Company in separate
resolutions for each such person and for each such grant.
Under the Plan, the following employees shall be eligible to participate:
(a) conrmed full-time employees of the Company and/or its subsidiaries and associated companies who have attained
the age of twenty-one (21) years on or before the offering date; and
(b) Executive Directors of subsidiaries or associated companies
During the nancial year, no options or performance shares have been granted to the directors and employees of the
Company or its subsidiaries.
No shares have been issued during the nancial year by virtue of the exercise of options to take up unissued shares of the
Company and its subsidiaries.
There were no unissued shares of the Company and its subsidiaries under option at the end of the nancial year.
Audit Committee
The members of the Audit Committee at the end of the nancial year were as follows:
Mr Lim Siong Sheng (Chairman)
Mr Lim Poh Boon
Mr Ung Gim Sei
All members of the Audit Committee are independent and non-executive directors.
Directors
Report
Audit Committee (Continued)
The Audit Committee carried out its functions in accordance with Section 201B (5) of the Singapore Companies Act. In
performing those functions, the Audit Committee reviewed:
the scope and the results of internal audit procedures with the internal auditor;
the audit plan of the Companys independent auditor and any recommendations on internal accounting controls arising
from the statutory audit;
the assistance given by the Companys management to the independent auditor; and
the balance sheet of the Company and the consolidated nancial statements of the Group for the nancial year ended
31 December 2013 before their submission to the Board of Directors, as well as the Independent Auditors Report on
the balance sheet of the Company and the consolidated nancial statements of the Group.
The Audit Committee is satised with the independence and objectivity of the independent auditor.
The Audit Committee has recommended to the Board that independent auditor, Nexia TS Public Accounting Corporation, be
nominated for re-appointment at the forthcoming Annual General Meeting of the Company.
Independent Auditor
The independent auditor, Nexia TS Public Accounting Corporation, has expressed its willingness to accept re-appointment.
On behalf of the directors

Mr Ting Teck Jin
Director

Mr Lim Poh Boon
Director
Singapore
1 April 2014
Statement by
Directors
In the opinion of the directors,
(a) the balance sheet of the Company and consolidated nancial statements of the Group as set out on pages 37 to
92 are drawn up so as to give a true and fair view of the state of affairs of the Group and of the Company as at 31
December 2013 and of the results of the business, changes in equity and cash ows of the Group for the nancial
year then ended; and
(b) at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts
as and when they fall due.
On behalf of the directors

Mr Ting Teck Jin
Director

Mr Lim Poh Boon
Director
Singapore
1 April 2014
Independent Auditors
Report
to the Members of EMS Energy Limited
Report on the Financial Statements
We have audited the accompanying nancial statements of EMS Energy Limited (the Company) and its subsidiaries (the
Group) set out on pages 37 to 92, which comprise the consolidated balance sheet of the Group and balance sheet of the
Company as at 31 December 2013, the consolidated statement of comprehensive income, statement of changes in equity
and statement of cash ows of the Group for the nancial year then ended, and a summary of signicant accounting policies
and other explanatory information.
Managements Responsibility for the Financial Statements
Management is responsible for the preparation of nancial statements that give a true and fair view in accordance with the
provisions of the Singapore Companies Act (the Act) and Singapore Financial Reporting Standards, and for devising and
maintaining a system of internal accounting controls sufcient to provide a reasonable assurance that assets are safeguarded
against loss from unauthorised use or disposition; and transactions are properly authorised and that they are recorded as
necessary to permit the preparation of true and fair prot and loss accounts and balance sheet and to maintain accountability
of assets.
Auditors Responsibility
Our responsibility is to express an opinion on these nancial statements based on our audit. We conducted our audit in
accordance with Singapore Standards on Auditing. Those standards require that we comply with ethical requirements and
plan and perform the audit to obtain reasonable assurance about whether the nancial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the nancial
statements. The procedures selected depend on the auditors judgement, including the assessment of the risks of material
misstatement of the nancial statements, whether due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the entitys preparation of nancial statements that give a true and fair view in order
to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on
the effectiveness of the entitys internal control. An audit also includes evaluating the appropriateness of accounting policies
used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation
of the nancial statements.
We believe that the audit evidence we have obtained is sufcient and appropriate to provide a basis for our audit opinion.
Independent Auditors
Report
to the Members of EMS Energy Limited
Opinion
In our opinion, the consolidated nancial statements of the Group and the balance sheet of the Company are properly drawn
up in accordance with the provisions of the Act and Singapore Financial Reporting Standards so as to give a true and fair
view of the state of affairs of the Group and of the Company as at 31 December 2013, and the results, changes in equity
and cash ows of the Group for the nancial year ended on that date.
Report on Other Legal and Regulatory Requirements
In our opinion, the accounting and other records required by the Act to be kept by the Company and by those subsidiaries
incorporated in Singapore of which we are the auditors, have been properly kept in accordance with the provisions of the
Act.
Nexia TS Public Accounting Corporation
Public Accountants and Chartered Accountants
Director-in-charge: Kristin YS Kim
Appointed from nancial year ended 31 December 2012
Singapore
1 April 2014
Consolidated Statement of
Comprehensive Income
for the nancial year ended 31 December 2013
The accompanying notes form an integral part of these nancial statements.
Group
Note 2013 2012
$000 $000
Continuing operations
Revenue 4 21,115 18,689
Cost of sales (16,936) (18,330)
Gross prot 4,179 359
Other income - net 5 7,876 171
Expenses
Administrative (8,985) (19,361)
Finance 6 (281) (498)
Share of results of associated company 18 830
Prot/(loss) before income tax 3,619 (19,329)
Income tax expense 9 (3) (69)
Prot/(loss) from continuing operations 3,616 (19,398)
Discontinued operations
Prot from discontinued operations 10 738 3,978
Total prot/(loss) for the year 4,354 (15,420)
Other comprehensive income/(loss):
Items that may be reclassied subsequently to prot or loss:
Share of other comprehensive income of associated companies
- Translation reserve 18 15
- Revaluation surplus 18 1,380
Currency translation difference arising from consolidation
- Gain/(loss) 19 (48)
- Reclassication (37)
Other comprehensive income/(loss), net of tax 1,377 (48)
Total comprehensive income/(loss) 5,731 (15,468)
Prot/(loss) attributable to:
Equity holders of the Company 4,059 (16,910)
Non-controlling interest 295 1,490
4,354 (15,420)
Total comprehensive income/(loss) attributable to:
Equity holders of the Company 5,436 (17,084)
Non-controlling interest 295 1,616
5,731 (15,468)
Earnings per share from continuing operations attributable to equity holders
of the Company (cents)
- Basic 11 0.51 (3.48)
- Diluted 11 0.51 (3.48)
Earnings per share from discontinued operations attributable to equity
holders of the Company (cents)
- Basic 11 0.11 0.66
- Diluted 11 0.11 0.66
Balance
Sheets
as at 31 December 2013
Group Company
2013 2012 2013 2012
Note $000 $000 $000 $000
ASSETS
Current assets
Cash and cash equivalents 12 3,457 1,130 52 29
Trade and other receivables 13 14,163 10,776 9,000 6,890
Inventories 14 76 75
17,696 11,981 9,052 6,919
Disposal group classied as held-for-sale 10 23,487
17,696 35,468 9,052 6,919
Non-current assets
Property, plant and equipment 16 4,750 4,861 2 5
Investments in subsidiaries 17 9,251 9,251
Investments in associated company 18 6,623
Intangible assets 19 9,248 9,248
20,621 14,109 9,253 9,256
Total Assets 38,317 49,577 18,305 16,175
LIABILITIES
Current liabilities
Trade and other payables 20 9,736 12,837 450 2,848
Borrowings 21 5,597 7,440
Provision for warranty 22 1,056 535
16,389 20,812 450 2,848
Liabilities directly associated with disposal group
classied as held-for-sale 10 14,324
16,389 35,136 450 2,848
Non-current liabilities
Borrowings 21 215
Deferred income tax liabilities 23
215
Total Liabilities 16,604 35,136 450 2,848
NET ASSETS 21,713 14,441 17,855 13,327
EQUITY
Capital and reserves attributable to equity
holders of the Company
Share capital 24 32,458 26,844 32,458 26,844
Other reserves 25 2,830 1,453
Accumulated losses (13,575) (17,634) (14,603) (13,517)
21,713 10,663 17,855 13,327
Non-controlling interest 3,778
Total Equity 21,713 14,441 17,855 13,327
Changes in Equity
Attributable to equity holders of the Company
Note
Share
capital
Accumulated
losses
Foreign
currency
translation
reserve
Revaluation
reserve Total
Non-
controlling
interest
Total
equity
$000 $000 $000 $000 $000 $000 $000
2013
Beginning of nancial year 26,844 (17,634) (328) 1,781 10,663 3,778 14,441
Issuance of placement shares
during the year 24 5,880 5,880 5,880
Share issue expenses (266) (266) (266)
Disposal of subsidiary
during the year 12 (4,073) (4,073)
Total comprehensive income
for the year 4,059 (3) 1,380 5,436 295 5,731
End of nancial year 32,458 (13,575) (331) 3,161 21,713 21,713
2012
Beginning of nancial year 26,844 (1,271) (298) 2,472 27,747 6,042 33,789
Dividends paid by a subsidiary (3,880) (3,880)
Total comprehensive loss for
the year (16,363) (30) (691) (17,084) 1,616 (15,468)
End of nancial year 26,844 (17,634) (328) 1,781 10,663 3,778 14,441
Cash Flows
2013 2012
Note $000 $000
Cash ows from operating activities
Total prot/(loss) 4,354 (15,420)
Adjustments for:
- Income tax expense 152 887
- Bad debts recovered (517) (20)
- Bad debts written off 26 27
- Gain on disposal of a subsidiary (7,088)
- Impairment of intangible asset 10,224
- Depreciation of property, plant and equipment 696 2,296
- Interest income (4) (9)
- Interest expense 281 781
- Gain on disposal of property, plant and equipment (488)
- Allowance for impairment of trade receivables 1,653
- Allowance for impairment of amount due from customers on construction
contracts 517
- Share of results of associated company (862) (115)
- Currency translation differences 65 37
(2,380) (92)
Changes in working capital, net of effects from disposal of subsidiaries
- Trade and other receivables (4,334) 286
- Inventories 312 902
- Trade and other payables (4,102) 2,397
- Bills payables (1,504) (3,583)
Cash used in operations (12,008) (90)
Income tax paid (25) (378)
Interest paid (256) (781)
Interest received 4 9
Net cash used in operating activities (12,287) (1,240)
Cash ows from investing activities
Disposal of a subsidiary, net of cash disposed of 12 5,936
Proceeds from disposal of property, plant and equipment 6,357
Purchases of property, plant and equipment (373) (7,065)
Purchases of nancial assets, available-for-sale (698)
Net cash provided by/(used in) investing activities 5,563 (1,406)
Cash ows from nancing activities
Proceeds from issuance of ordinary shares 24 5,880
Dividends paid to non-controlling interest (2,680)
Proceeds from term loan 1,800 6,630
Repayment of term loan (1,574) (3,620)
Increase in xed deposits pledged (1,836)
Repayment of nance lease liabilities 134
Net cash provided by nancing activities 4,004 464
Net decrease in cash and cash equivalents (2,718) (2,182)
Cash and cash equivalents at beginning of the nancial year 3,112 5,341
Effects of currency translation on cash and cash equivalents 42 (47)
Cash and cash equivalents at end of the nancial year 12 436 3,112
Notes to the Financial
Statements
These notes form an integral part of and should be read in conjunction with the accompanying nancial statements.
1 General
EMS Energy Limited (the Company) is incorporated and domiciled in Singapore and is publicly traded on the
Catalist Board of Singapore Exchange Securities Trading Limited (SGX-ST). The address of its registered ofce is
at 1 Robinson Road, #17-00 AIA Tower Singapore 048542 and the principal place of business is at 10 Tuas Avenue 11,
Singapore 639076.
The principal activity of the Company is that of investment holding. The principal activities of the subsidiaries are
stated in Note 17 to the nancial statements.
2 Signicant Accounting Policies
2.1 Basis of Preparation
These nancial statements have been prepared in accordance with Singapore Financial Reporting Standards
(FRS). The nancial statements have been prepared under the historical cost convention, except as disclosed
in the accounting policies below.
The preparation of nancial statements in conformity with FRS requires management to exercise its judgement
in the process of applying the Groups accounting policies. It also requires the use of certain critical accounting
estimates and assumptions. The areas involving a higher degree of judgement or complexity, or areas where
assumptions and estimates are signicant to the nancial statements, are disclosed in Note 3.

Interpretations and amendments to published standards effective in 2013
On 1 January 2013, the Group adopted the new or amended FRS and Interpretations to FRS (INT FRS) that
are mandatory for application for the nancial year. Changes to the Groups accounting policies have been
made as required, in accordance with the transitional provisions in the respective FRS and INT FRS.
Amendment to FRS 1 Presentation of Items of Other Comprehensive Income
The adoption of these new or amended FRS and INT FRS did not result in substantial changes to the
accounting policies of the Group and the Company and had no material effect on the amounts reported for
the current or prior nancial years except for the adoption of the amendment to FRS 1 Presentation of items
of other comprehensive income. It requires items presented in other comprehensive income (OCI) to be
separated into two groups, based on whether or not they may be recycled to prot or loss in the future.
An additional balance sheet and related notes at the beginning of the earliest comparative period is not
presented as there is no impact on the balance sheet.
Statements
2 Signicant Accounting Policies (Continued)
2.1 Basis of Preparation (Continued)
FRS 113 Fair Value Measurement
FRS 113 aims to improve consistency and reduce complexity by providing a precise denition of fair value and
a single source of fair value measurement and disclosure requirements to use across FRSs. The requirements
do not extend the use of fair value accounting but provide guidance on how it should be applied where its use
is already required or permitted by other standards within FRSs.
The adoption of FRS 113 does not have any material impact on the accounting policies of the Group. The Group
has incorporated the additional disclosures required by FRS 113 into the nancial statements.
2.2 Revenue Recognition

Sales comprise the fair value of the consideration received or receivable for the sale of goods and rendering of
services in the ordinary course of the Groups activities. Sales are presented, net of value-added tax, rebates
and discounts, and after eliminating sales within the Group.

The Group assesses its role as an agent or principal for each transaction and in an agency arrangement the
amounts collected on behalf of the principal are excluded from revenue. The Group recognises revenue when
the amount of revenue and related cost can be reliably measured, it is probable that the collectability of the
related receivables is reasonably assured and when the specic criteria for each of the Groups activities are
met as follows:
(a) Sale of Goods and Services Rendered
Revenue is recognised when the signicant risks and rewards of ownership have been transferred to
the buyer which is taken to be the point when a Group entity has delivered the goods or rendered the
services to the customer, the customer has accepted the goods or services and the collectability of the
related receivable is reasonably assured.
(b) Construction Contracts
When the outcome of a construction contract can be estimated reliably, contract revenue and expenses
are recognised in prot or loss by reference to the stage of completion of the contract activity at the
balance sheet date. The stage of completion is assessed by reference to the contract costs incurred to
date to the estimated total costs for the contract or surveys of work performed, as applicable. When it
is probable that total contract costs will exceed total contract revenue, the expected loss is recognised
as an expense immediately in prot or loss. Detailed accounting policy on construction contracts is
disclosed in Note 2.7.
(c) Interest Income
Interest income is recognised on a time proportion basis using the effective interest method.
Statements
2.2 Revenue Recognition (Continued)
(d) Rental Income
Rental income from operating leases (net of any incentives given to the lessees) is recognised on a
straight-line basis over the lease term.
2.3 Government Grants
Grants from the government are recognised as a receivable at their fair value when there is reasonable
assurance that the grant will be received and the Group will comply with all the attached conditions.
Government grants receivable are recognised as income over the periods necessary to match them with the
related costs which they are intended to compensate, on a systematic basis. Government grants relating to
expenses are shown separately as other income.
Government grants relating to assets are deducted against the carrying amount of the assets.
2.4 Group Accounting
(a) Subsidiaries
(i) Consolidation
Subsidiaries are entities over which the Group has power to govern the nancial and operating
policies so as to obtain benets from its activities, generally accompanied by a shareholding
giving rise to a majority of the voting rights. The existence and effect of potential voting rights
that are currently exercisable or convertible are considered when assessing whether the
Group controls another entity. Subsidiaries are consolidated from the date on which control is
transferred to the Group. They are de-consolidated from the date on which control ceases.
In preparing the consolidated nancial statements, transactions, balances and unrealised gains
on transactions between group entities are eliminated. Unrealised losses are also eliminated
but are considered an impairment indicator of the asset transferred. Accounting policies
of subsidiaries have been changed where necessary to ensure consistency with the policies
adopted by the Group.
Non-controlling interests are that part of the net results of operations and of net assets of a
subsidiary attributable to the interests which are not owned directly or indirectly by the equity
holders of the Company. They are shown separately in the consolidated income statement,
statement of comprehensive income, statement of changes in equity and balance sheet. Total
comprehensive income is attributed to the non-controlling interests based on their respective
interests in a subsidiary, even if this results in the non-controlling interests having a decit
balance.
Statements
2.4 Group Accounting (Continued)
(a) Subsidiaries (Continued)
(ii) Acquisitions
The acquisition method of accounting is used to account for business combination by the Group.
The consideration transferred for the acquisition of a subsidiary comprises the fair value of the
assets transferred, the liabilities incurred and the equity interests issued by the Group. The
consideration transferred also includes the fair value of any contingent consideration arrangement
and the fair value of any pre-existing equity interest in the subsidiary.
Acquisition-related costs are expensed as incurred.
Identiable assets acquired and liabilities and contingent liabilities assumed in a business
combination are, with limited exceptions, measured initially at their fair values at the acquisition
date.
On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the
acquiree at the date of acquisition at the non-controlling interests proportionate share of the
acquirees net identiable assets.
The excess of the cost of an acquisition over the fair value of the Groups share of the identiable
net assets of the acquired subsidiary is recorded as goodwill. If the cost of an acquisition is less
than the fair value of the Groups share of the identiable net assets of the subsidiary acquired
and the measurement of all amounts has been reviewed, the difference is recognised directly in
prot or loss as a bargain purchase.
(iii) Disposals
When a change in the Groups ownership interest in a subsidiary results in a loss of control over
the subsidiary the assets and liabilities of the subsidiary including any goodwill are derecognised.
Amounts recognised in other comprehensive income in respect of that entity are also reclassied
to prot or loss or transferred directly to retained earnings if required by a specic Standard.
Any retained interest in the entity is re-measured at fair value. The difference between the
carrying amount of the retained investment at the date when control is lost and its fair value is
recognised in prot or loss.
Please refer to Note 2.8 for the Companys accounting policy on investments in subsidiaries in
the separate nancial statements of the Company.
Statements
2.4 Group Accounting (Continued)
(b) Transactions with Non-Controlling Interests
The Group applies a policy of treating transactions with non-controlling interests as transactions with
parties external to the Group. Disposals to non-controlling interests result in gains and losses for the
Group that are recognised in prot or loss. Purchases from non-controlling interests result in goodwill,
being the difference between any consideration paid and the Groups incremental share of the carrying
of the value of identiable net assets of the subsidiary.
(c) Associated Companies
Associated companies are entities over which the Group has signicant inuence, but not control,
generally accompanied by a shareholding giving rise to voting right of 20% and above but not exceeding
50%. Investments in associated companies are accounted for in the consolidated nancial statements
using the equity method of accounting less impairment losses.
(i) Acquisitions
Investments in associated companies are initially recognised at cost. The cost of an acquisition is
measured at the fair value of the assets given, equity instruments issued or liabilities incurred or
assumed at the date of exchange, plus costs directly attributable to the acquisition.
(ii) Equity method of accounting
In applying the equity method of accounting, the Groups share of associated companies post-
acquisition prots or losses are recognised in prot or loss and its share of post-acquisition other
comprehensive income is recognised in other comprehensive income. These post-acquisition
movements and distributions received from the associated companies are adjusted against the
carrying amount of the investment. When the Groups share of losses in an associate equals
or exceeds its interest in the associated company, including any other unsecured non-current
receivables, the Group does not recognise further losses, unless it has obligations to make or
has made payments on behalf of the associated company.
Unrealised gains on transactions between the Group and its associated companies are eliminated
to the extent of the Groups interest in the associated companies. Unrealised losses are also
eliminated unless the transaction provides evidence of an impairment of the asset transferred.
The accounting policies of associated companies have been changed where necessary to ensure
consistency with the accounting policies adopted by the Group.
Statements
2.4 Group Accounting (Continued))
(c) Associated Companies (Continued)
(iii) Disposals
Investments in associated companies are derecognised when the Group loses signicant
inuence. Any retained equity interest in the entity is re-measured at its fair value. The difference
between the carrying amount of the retained interest at the date when signicant inuence is
lost and its fair value is recognised in prot or loss.
Gains and losses arising from partial disposals or dilutions in investments in associated
companies in which signicant inuence is retained are recognised in prot or loss.
Please refer to Note 2.8 for the Companys accounting policy on investments in associated
companies in the separate nancial statements of the Company.
2.5 Property, Plant and Equipment
(a) Measurement
(i) Leasehold land and buildings
Land and buildings are initially recognised at cost. Leasehold land and buildings are subsequently
carried at the revalued amounts less accumulated depreciation and accumulated impairment
losses.
Land and buildings are revalued by independent professional valuers on a regular basis and
whenever their carrying amounts are likely to differ materially from their revalued amounts.
When an asset is revalued, any accumulated depreciation at the date of revaluation is eliminated
against the gross carrying amount of the asset. The net amount is then restated to the revalued
amount of the asset.
Increases in carrying amounts arising from revaluation, including currency translation differences,
are recognised in other comprehensive income, unless they offset previous decreases in
the carrying amounts of the same asset, in which case, they are recognised in prot or loss.
Decreases in carrying amounts that offset previous increases of the same asset are recognised
in other comprehensive income. All other decreases in carrying amounts are recognised in prot
or loss.
Statements
2.5 Property, Plant and Equipment (Continued)
(a) Measurement (Continued)
(ii) Other property, plant and equipment
All other items of property, plant and equipment are initially recognised at cost and subsequently
carried at cost less accumulated depreciation and accumulated impairment losses.
(iii) Components of costs
The cost of an item of property, plant and equipment initially recognised includes its purchase
price and any cost that is directly attributable to bringing the asset to the location and condition
necessary for it to be capable of operating in the manner intended by management.
(b) Depreciation
Depreciation on other items of property, plant and equipment is calculated using a straight line method
to allocate their depreciable amounts over their estimated useful lives as follows:
Useful Lives
Leasehold land and buildings Shorter of 50 years and the lease term
Plant and machinery 10 years
Ofce equipment 10 years
Motor vehicles 5 years
Furniture and ttings 10 years
The residual values, estimated useful lives and depreciation method of property, plant and equipment
are reviewed and adjusted as appropriate, at each balance sheet date. The effects of any revision are
recognised in prot or loss when the changes arise.
(c) Subsequent Expenditure
Subsequent expenditure relating to property, plant and equipment that has already been recognised
is added to the carrying amount of the asset only when it is probable that future economic benets
associated with the item will ow to the entity and the cost of the item can be measured reliably. All
other repair and maintenance expenses are recognised in prot or loss when incurred.
(d) Disposal
On disposal of an item of property, plant and equipment, the difference between the disposal proceeds
and its carrying amount is recognised in prot or loss within Other income - net. Any amount in
revaluation reserve relating to that item is transferred to retained prots directly.
Statements
2.6 Intangible Assets
(a) Goodwill on Acquisitions
Goodwill on acquisition of subsidiaries and businesses prior to 1 January 2010 and on acquisition of
associated companies represents the excess of the cost of the acquisition over the fair value of the
Groups share of the net identiable assets acquired.
Goodwill on subsidiaries is recognised separately as intangible assets and carried at cost less
accumulated impairment losses.
Gains and losses on the disposal of subsidiaries include the carrying amount of goodwill relating to
the entity sold. Such goodwill was adjusted against retained prots in the year of acquisition and not
recognised in prot or loss on disposal.
(b) Certicate
Certicate is stated in the balance sheet at cost less accumulated impairment losses.
Certicate is not amortised while its useful life is assessed to be indenite. Any conclusion that the
useful life is indenite is reviewed annually to determine whether events and circumstances continue
to support the indenite life assessment for the asset. If it does not, the change in the useful life
assessment from indenite to denite is accounted for prospectively from the date of change and is
charged to prot or loss on a straight-line basis over the assets estimated useful life.
2.7 Construction Contracts
A construction contract is a contract specically negotiated for the construction of an asset or a combination
of assets that are closely interrelated or interdependent in terms of their design, technology and functions or
their ultimate purpose or use.
When the outcome of a construction contract can be estimated reliably, contract revenue and contract costs
are recognised as revenue and expenses respectively by reference to the stage of completion of the contract
activity at the balance sheet date (percentage-of-completion method). When the outcome of a construction
contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs incurred
that are likely to be recoverable. When it is probable that total contract costs will exceed total contract revenue,
the expected loss is recognised as an expense immediately.
At the balance sheet date, the cumulative costs incurred plus recognised prot (less recognised loss) on each
contract is compared against the progress billings. Where the cumulative costs incurred plus the recognised
prots (less recognised losses) exceed progress billings, the balance is presented as due from customers on
construction contracts, under current assets. Where progress billings exceed costs incurred plus recognised
prots (less recognised losses), the balance is presented as due to customers on construction contracts, under
current liabilities.
Progress billings not yet paid by customers and retentions are included within trade and other receivables.
Statements
2.8 Investments in Subsidiaries and Associated Company
Investments in subsidiaries and associated company are carried at cost less accumulated impairment losses
in the Companys balance sheet. On disposal of investments in subsidiaries and associated companies, the
difference between disposal proceeds and the carrying amounts of the investments are recognised in prot or
loss.
2.9 Impairment of Non-Financial Assets
(a) Goodwill
Goodwill recognised separately as an intangible asset is tested for impairment annually and whenever
there is indication that the goodwill may be impaired. Goodwill included in the carrying amount of
an investment in associated company is tested for impairment as part of the investment, rather than
separately.
For the purpose of impairment testing of goodwill, goodwill is allocated to each of the Groups cash
generating units (CGU) expected to benet from synergies arising from the business combination.
An impairment loss is recognised when the carrying amount of a CGU, including the goodwill, exceeds
the recoverable amount of the CGU. The recoverable amount of a CGU is the higher of the CGUs fair
value less cost to sell and value in use.
The total impairment loss of a CGU is allocated rst to reduce the carrying amount of goodwill allocated
to the CGU and then to the other assets of the CGU pro-rata on the basis of the carrying amount of
each asset in the CGU.
An impairment loss on goodwill is recognised as an expense and is not reversed in a subsequent
period.
(b) Intangible Assets
Property, Plant and Equipment
Investments in Subsidiaries and Associated Company
Intangible assets, property, plant and equipment and investments in subsidiaries and associated
company are tested for impairment whenever there is any objective evidence or indication that these
assets may be impaired.
For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost
to sell and value in use) is determined on an individual asset basis unless the asset does not generate
cash ows that are largely independent of those from other assets. If this is the case, recoverable
amount is determined for the CGU to which the asset belongs.
If the recoverable amount of the asset (or CGU) is estimated to be less than its carrying amount, the
carrying amount of the asset (or CGU) is reduced to its recoverable amount.
Statements
2.9 Impairment of Non-Financial Assets (Continued)
(b) Intangible Assets
Property, Plant and Equipment
Investments in Subsidiaries and Associated Company (Continued)
The difference between the carrying amount and the recoverable amount is recognised as an
impairment loss in prot or loss, unless the asset is carried at revalued amount, in which case, such
impairment loss is treated as a revaluation decrease.
An impairment loss for an asset other than goodwill is reversed only if, there has been a change in
the estimates used to determine the assets recoverable amount since the last impairment loss
was recognised. The carrying amount of this asset other than goodwill is increased to its revised
recoverable amount, provided that this amount does not exceed the carrying amount that would have
been determined (net of accumulated amortisation or depreciation) had no impairment loss been
recognised for the asset in prior years.
A reversal of impairment loss for an asset other than goodwill is recognised in prot or loss, unless the
asset is carried at revalued amount, in which case, such reversal is treated as a revaluation increase.
However, to the extent that an impairment loss on the same revalued asset was previously recognised
as an expense, a reversal of that impairment is also credited to prot or loss.
2.10 Financial Assets
(a) Classication
The Groups and Companys nancial assets which are within the scope of FRS 39 are classied as
either loans and receivables, or available-for-sale, as appropriate. The classication depends on the
nature of asset and the purpose for which the assets were acquired. Management determines the
classication of its nancial assets at initial recognition.
Loans and receivables
Loans and receivables are non-derivative nancial assets with xed or determinable payments that are
not quoted in an active market. They are presented as current assets, except for those expected to be
realised later than 12 months after the balance sheet date which are presented as non-current assets.
Loans and receivables are presented as trade and other receivables (Note 13) and cash and cash
equivalents (Note 12) on the balance sheet.
Statements
2.10 Financial Assets
(b) Recognition and derecognition
Regular way purchases and sales of nancial assets are recognised on trade date the date on which
the Group commits to purchase or sell the asset.
Financial assets are derecognised when the rights to receive cash ows from the nancial assets have
expired or have been transferred and the Group has transferred substantially all risks and rewards of
ownership. On disposal of a nancial asset, the difference between the carrying amount and the sale
proceeds is recognised in prot or loss. Any amount previously recognised in other comprehensive
income relating to that asset is reclassied to prot or loss.
(c) Initial measurement
Loans and receivables are initially recognised at fair value plus transaction costs and are subsequently
carried at amortised cost using the effective interest method.
(d) Impairment
The Group assesses at each balance sheet date whether there is objective evidence that a nancial
asset or a group of nancial assets is impaired and recognises an allowance for impairment when such
evidence exists.
Signicant nancial difculties of the debtor, probability that the debtor will enter bankruptcy and default
or signicant delay in payments are objective evidence that these nancial assets are impaired.
The carrying amount of these assets is reduced through the use of an impairment allowance account
which is calculated as the difference between the carrying amount and the present value of estimated
future cash flows, discounted at the original effective interest rate. When the asset becomes
uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts
previously written off are recognised against the same line item in prot or loss.
The impairment allowance is reduced through prot or loss in a subsequent period when the amount of
impairment loss decreases and the related decrease can be objectively measured. The carrying amount
of the asset previously impaired is increased to the extent that the new carrying amount does not
exceed the amortised cost had no impairment been recognised in prior periods.
2.11 Financial guarantees
The Company has issued corporate guarantees to banks for borrowings of its subsidiary. These guarantees are
nancial guarantees as they require the Company to reimburse the banks if the subsidiary fail to make principal
interest payments when due in accordance with the terms of their borrowings.
Financial guarantees are initially recognised at their fair values plus transaction costs in the Companys balance
sheet.
Financial guarantees are subsequently amortised to prot or loss over the period of the subsidiaries
borrowings, unless it is probable that the Company will reimburse the banks for an amount higher than the
unamortised amount. In this case, the nancial guarantees shall be carried at the expected amount payable to
the banks in the Companys balance sheet.
Intra-group transactions are eliminated on consolidation.
Statements
2.12 Borrowings
Borrowings are presented as current liabilities unless the Group has an unconditional right to defer settlement
for at least 12 months after the balance sheet date.
Borrowings are initially recognised at fair value (net of transaction costs) and subsequently stated at amortised
cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised
in prot or loss over the period of the borrowings using the effective interest method.
2.13 Trade and Other Payables
Trade and other payables represent liabilities for goods and services provided to the Group prior to the end of
nancial year which are unpaid. They are classied as current liabilities if payment is due within one year or
less (or in the normal operating cycle of the business if longer). Otherwise, they are presented as non-current
liabilities.
Trade and other payables are initially measured at fair value, and subsequently carried at amortised cost using
the effective interest method.
2.14 Fair Value Estimation of Financial Assets and Liabilities
The fair values of current nancial assets and liabilities carried at amortised cost approximate their carrying
amounts.
2.15 Leases
(a) When the Group is the lessee:
The Group leases certain plant and machinery under nance leases and land and copier machine under
operating leases.
(i) Lessee - Finance leases
Leases where the Group assumes substantially the risks and rewards incidental to ownership of
leased assets are classied as nance leases.
The leased assets and the corresponding lease liabilities (net of nance charges) under nance
leases are recognised on the balance sheet as property, plant and equipment and borrowings
respectively, at the inception of the leases based on the lower of the fair values of the leased
assets and the present value of the minimum lease payments.
Each lease payment is apportioned between the nance expense and the reduction of the
outstanding lease liability. The nance expense is recognised in prot or loss on a basis that
reects a constant periodic rate of interest on the nance lease liability.
Statements
2.15 Leases (Continued)
(a) When the Group is the lessee: (Continued)
(ii) Lessee - Operating leases
Leases where substantially all risks and rewards incidental to ownership are retained by the
lessors are classied as operating leases. Payments made under operating leases (net of any
incentives received from the lessors) are recognised in prot or loss on a straight-line basis over
the period of the lease.
Contingent rents are recognised as an expense in prot or loss when incurred.
(b) When the Group is the lessor:
The Group leases ofce premises under operating leases.
Lessor - Operating leases
Leases where the Group retains substantially all risks and rewards incidental to ownership are classied
as operating leases. Rental income from operating leases (net of any incentives given to the lessees) is
recognised in prot or loss on a straight-line basis over the lease term.
Contingent rents are recognised as an income in prot or loss when earned.
2.16 Inventories
Inventories are carried at the lower of cost and net realisable value. Cost is determined using rst-in, rst-out
method. The cost of nished goods and work-in-progress comprises raw materials, direct labour, other direct
costs and related production overheads (based on normal operating capacity) but excludes borrowing costs.
Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs
of completion and applicable variable selling expenses.
2.17 Income Taxes
Current income tax for current and prior periods is recognised at the amount expected to be paid to or
recovered from the tax authorities, using the tax rates and tax laws that have been enacted or substantially
enacted by the balance sheet date.
Deferred income tax is recognised for all temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the nancial statements except when the deferred income tax arises
from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination
and affects neither accounting nor taxable prot or loss at the time of the transaction.
Statements
2.17 Income Taxes (Continued)
A deferred income tax liability is recognised on temporary differences arising on investments in subsidiaries,
associated companies and partnership, except where the Group is able to control the timing of the reversal of
the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable
future.
A deferred income tax asset is recognised to the extent that it is probable that future taxable prot will be
available against which the deductible temporary differences and tax losses can be utilised.
Deferred income tax is measured:
(i) at the tax rates that are expected to apply when the related deferred income tax asset is realised or
the deferred income tax liability is settled, based on tax rates and tax laws that have been enacted or
substantially enacted by the balance sheet date; and
(ii) based on the tax consequence that will follow from the manner in which the Group expects, at the
balance sheet date, to recover or settle the carrying amounts of its assets and liabilities.
Current and deferred income taxes are recognised as income or expenses in prot or loss, except to the
extent that the tax arises from a business combination or a transaction which is recognised directly in equity.
Deferred tax arising from a business combination is adjusted against goodwill on acquisition.
2.18 Provisions
Provisions for warranty, legal claims and other costs are recognised when the Group has a present legal or
constructive obligation as a result of past events, it is more likely than not that an outow of resources will be
required to settle the obligation and the amount has been reliably estimated.
The Group recognises the estimated liability to repair or replace products still under warranty at the balance
sheet date. This provision is calculated based on past historical experience of the level of repairs and
replacements.
Other provisions are measured at the present value of the expenditure expected to be required to settle the
obligation using a pre-tax discount rate that reects the current market assessment of the time value of money
and the risks specic to the obligation. The increase in the provision due to the passage of time is recognised
in prot or loss as nance expense. Changes in the estimated timing or amount of the expenditure or discount
rate are recognised in prot or loss when the changes arise.
Statements
2.19 Employee Compensation
Employee benets are recognised as an expense, unless the cost qualies to be capitalised as an asset.
(a) Dened Contribution Plans
Dened contribution plans are post-employment benet plans under which the Group pays xed
contributions into separate entities such as the Central Provident Fund on a mandatory, contractual or
voluntary basis. The Group has no further payment obligations once the contributions have been paid.
(b) Short-term compensated absences
Employee entitlements to annual leave are recognised when they accrue to employees. A provision is
made for the estimated liability for annual leave as a result of services rendered by employees up to the
balance sheet date.
2.20 Currency Translation
(a) Functional and Presentation Currency
Items included in the nancial statements of each entity in the Group are measured using the currency
of the primary economic environment in which the entity operates (functional currency). The
nancial statements are presented in Singapore Dollar (SGD), which is the functional currency of the
Company.
(b) Transactions and Balances
Transactions in a currency other than the functional currency (foreign currency) are translated into
the functional currency using the exchange rates at the dates of the transactions. Currency translation
differences resulting from the settlement of such transactions and from the translation of monetary
assets and liabilities denominated in foreign currencies at the closing rates at the balance sheet date
are recognised in prot or loss, unless they arise from borrowings in foreign currencies, other currency
instruments designated and qualifying as net investment hedges and net investment in foreign
operations. Those currency translation differences are recognised in the currency translation reserve
in the consolidated nancial statements and transferred to prot or loss as part of the gain or loss on
disposal of the foreign operation.
Non-monetary items measured at fair values in foreign currencies are translated using the exchange
rates at the date when the fair values are determined.
Statements
2.20 Currency Translation (Continued)
(c) Translation of Group Entities Financial Statements
The results and nancial position of all the group entities (none of which has the currency of a
hyperinationary economy) that have a functional currency different from the presentation currency are
translated into the presentation currency as follows:
(i) assets and liabilities are translated at the closing exchange rates at the reporting date;
(ii) income and expenses are translated at average exchange rates (unless the average is not a
reasonable approximation of the cumulative effect of the rates prevailing on the transaction
dates, in which case income and expenses are translated using the exchange rates at the dates
of the transactions); and
(iii) all resulting currency transaction differences are recognised in other comprehensive income in
the foreign currency and accumulated translation reserve.
2.21 Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the executive
committee whose members are responsible for allocating resources and assessing performance of the
operating segments.
2.22 Cash and Cash Equivalents
For the purpose of the presentation in the consolidated statement of cash ows, cash and cash equivalents
include cash and bank balances, unencumbered xed deposits at call that are readily convertible to known
amounts of cash and subject to insignicant risk of changes in value, net of outstanding bank overdrafts. Bank
overdrafts are presented as current borrowings on the balance sheet.
2.23 Share Capital
Ordinary shares are classied as equity. Incremental costs directly attributable to the issuance of new ordinary
shares are deducted against the share capital account.
2.24 Dividends to Companys Shareholders

Dividends to Companys shareholders are recognised when the dividends are approved for payment.
2.25 Non-Current Assets (or Disposal Groups) Held-For-Sale and Discontinued Operations
Non-current assets (or disposal groups) are classied as assets held-for-sale and carried at the lower of
carrying amount and fair value less costs to sell if their carrying amount is recovered principally through a
sale transaction rather than through continuing use. The assets are not depreciated or amortised while they
are classied as held for sale. Any impairment loss on initial classication and subsequent measurement
is recognised as an expense. Any subsequent increase in fair value less costs to sell (not exceeding the
accumulated impairment loss that has been previously recognised) is recognised in prot or loss.
Statements
2.25 Non-Current Assets (or Disposal Groups) Held-For-Sale and Discontinued Operations (Continued)
A discontinued operation is a component of an entity that either has been disposed of, or that is classied as
held for sale and:
(i) represents a separate major line of business or geographical area of operations; or
(ii) is part of a single coordinated plan to dispose of a separate major line of business or geographical area
of operations; or
(iii) is a subsidiary acquired exclusively with a view to resale.
3 Critical Accounting Estimates, Assumptions and Judgements
Estimates, assumptions and judgements are continually evaluated and are based on historical experience and other
factors, including expectations of future events that are believed to be reasonable under the circumstances.
3.1 Estimated Impairment of Non-Financial Assets
Goodwill is tested for impairment annually and whenever there is indication that the goodwill may be impaired.
Property, plant and equipment, certicate and investments in subsidiaries and associated company are tested
for impairment whenever there is any objective evidence or indication that these assets may be impaired.
The recoverable amounts of cash-generating units have been determined based on value-in-use calculations.
These calculations require the use of estimates. The carrying amount of goodwill as at balance sheet date are
disclosed in Note 19.
If the managements estimated rate used in the value-in-use calculation for this CGU has been lowered by 1%,
or the estimated pre-tax discount rate applied to the discounted cash ows for this CGU has been lowered
by 1%, the value-in-use calculation at 31 December 2013 would have decreased by $245,886 and $68,176
respectively. This decrease in the value-in-use would have no impact to the carrying amount of goodwill
amounting to $9,248,000.
In 2013, no impairment losses were recognised in respect of intangible assets (2012: $1,498,000) and
investments in subsidiaries and associates.
3.2 Deferred Income Tax Assets
Deferred tax assets are recognised for tax losses and capital allowances carried forward to the extent that
realisation of the related tax benets through future taxable prots is probable. Signicant management
judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the
likely timing and level of future taxable prots together with future tax planning strategies. The carrying amount
of income tax and deferred income tax is disclosed in Note 9 and Note 22 respectively.
Statements
3 Critical Accounting Estimates, Assumptions and Judgements (Continued)
3.2 Deferred Income Tax Assets (Continued)
The Group has tax losses and capital allowances carried forward amounting to $12,579,000 (2012: $9,545,000)
and $60,000 (2012: $60,000) respectively at the balance sheet date. These losses and capital allowances relate
to subsidiaries that have a history of losses and may not be used to offset taxable income elsewhere in the
Group. The subsidiaries have neither temporary taxable differences nor any tax planning opportunities available
that could support the recognition of any of these losses and capital allowances as deferred tax assets. If
the Group was able to recognise all unrecognised deferred tax assets, prot would increase by $2,148,000
(2012:$1,633,000).
3.3 Construction Contracts
The Group uses the percentage-of-completion method to account for its contract revenue. The stage of
completion is measured by reference to the contract costs incurred to date compared to the estimated total
costs for the contract or surveys of work done, as applicable.
Signicant assumptions are required to estimate the total contract costs and the recoverable variation works
that will affect the stage of completion and the contract revenue respectively. In making these estimates,
management has relied on past experience and the work of specialists. Revenue from construction contracts
is disclosed in Note 15.
If the revenue on uncompleted contracts at the balance sheet date had been higher/lower by 10% from
managements estimates, the Groups revenue would have been higher/lower by $5,760,000 and $2,056,000
respectively.
If the contract costs of uncompleted contracts to be incurred had been higher/lower by 10% from
managements estimates, the Groups prot would have been lower/higher by $877,000 and $655,000
respectively.
3.4 Useful lives of property, plant and equipment
The cost of property, plant and equipment are depreciated on a straightline basis over their estimated useful
lives which management estimates the useful lives of these assets to be within 5 to 15 years.
The Group reviews the useful lives of property, plant and equipment at each reporting date in accordance with
the accounting policies in Note 2.5. The estimation of the useful lives involves signicant judgements. The
carrying amounts of the Groups property, plant and equipment as at 31 December 2013 were S$4,750,000
(2012: S$4,861,000).
If the actual useful lives of these property, plant and equipment differ by 1 year (2012:1 year) from management
estimates, the carrying amount of the property, plant and equipment will be increased by S$31,000 (2012:
S$33,000) or decreased by S$36,000 (2012: S$39,000) and correspondingly to prot or loss.
Statements
3 Critical Accounting Estimates, Assumptions and Judgements (Continued)
3.5 Impairment of Loans and Receivables
Management reviews its loans and receivables for objective evidence of impairment at least quarterly.
Signicant nancial difculties of the debtor, the probability that the debtor will enter bankruptcy, and default
or signicant delay in payments are considered objective evidence that a receivable is impaired. In determining
this, management makes judgement as to whether there is observable data indicating that there has been a
signicant change in the payment ability of the debtor, or whether there have been signicant changes with
adverse effect in the technological, market, economic or legal environment in which the debtor operates in.
Where there is objective evidence of impairment, management has makes judgements as to whether an
impairment loss should be recorded as an expense. In determining this, management uses estimates based on
historical loss experience for assets with similar credit risk characteristics. The methodology and assumptions
used for estimating both the amount and timing of future cash ows are reviewed regularly to reduce any
differences between the estimated loss and actual loss experience. Details of trade and other receivables and
allowance for impairment are disclosed in Note 13.
If the net present values of estimated cash ows had been higher/lower by 10% from managements
estimates for all past due loans and receivables, the allowance for impairment of the Group and the Company
would have been lower/higher by $354,000 (2012: $639,000).
4 Revenue
Group
2013 2012
$000 $000
Construction contracts 19,918 17,758
Sale of goods 1,197 931
21,115 18,689
5 Other Income - net
Group
2013 2012
$000 $000
Bad debts recovered 517 20
Bad debts written off (26) (27)
Gain on disposal of subsidiaries (Note 12) 7,088
Interest income from xed deposit 4 3
Rental income 40 46
Others 253 129
7,876 171
Statements
6 Finance Expenses
Group
2013 2012
$000 $000
Interest expense
- Term loan 59 115
- Bank overdraft 55 54
- Bills payable 167 329
281 498
7 Expenses by Nature
Group
2013 2012
$000 $000
Purchases of material and equipment 11,196 13,428
Allowance for impairment of trade receivables [(Note 29(b)(ii)] 517 1,468
Bank charges 62 141
Depreciation of property, plant and equipment (Note 16) 356 348
Directors fee 135 135
Employee compensation (Note 8) 7,003 5,750
Facilities of ofce and factory 1,618 1,313
Fees on audit services paid/payable to:
- Auditor of the Company 66 52
- Other auditors* 22 1
Fees on non-audit services paid/payable to:
- Auditor of the Company 11 11
Foreign exchange loss 75 208
Freight/transport charges 481 817
Impairment of intangible assets (Note 19) 10,224
Insurance 130 103
Marketing/consultancy fee 94 976
Ofce rental on operating leases 69 99
Professional fees 78 406
Repair and maintenance 149 144
Sub-contractor charges 2,830 1,204
Travelling 299 125
Upkeep of motor vehicles 9
Others 730 729
Total cost of sales and administrative expenses 25,921 37,691
* Includes the network member rms of Nexia International.
Statements
8 Employee Compensation
Group
2013 2012
$000 $000
Wages and salaries
6,380 5,231
Employers contributions to dened contribution plans
435 379
Other short-term benets and allowances 188 140
7,003 5,750
9 Income Tax Expense
Group
2013 2012
$000 $000
Tax expense attributable to loss is made up of:
- Prot/(loss) from current nancial year
From continuing operations
Current income tax 3 3
From discontinued operations
Current income tax 149 818
149 818
- Under provision in prior nancial years
From continuing operations
Current income tax 66
152 887
Tax expense is attributable to:
- continuing operations 3 69
- discontinued operations (Note 10) 149 818
152 887
Statements
9 Income Tax Expense (Continued)
The income tax expense on prot differs from the amount that would arise using the Singapore standard rate of
income tax as explained below:
Group
2013 2012
$000 $000
Prot/(loss) before tax from
- continuing operations 3,619 (19,361)
- discontinued operations (Note 10) 887 4,796
4,506 (14,565)
Share of prot of associated company, net of tax (830)
Prot before tax and share of prot of associated company 3,676 (14,565)
Tax calculated at tax rate of 17% (2012: 17%) 625 (2,476)
Effects of:
- different tax rates in other countries 12 (82)
- expenses not deductible for tax purposes 427 2,007
- income not subject to tax (1,292)
- tax relief and partial tax exemption (25)
- utilisation of previously unrecognised capital allowances 104
- deferred tax assets not recognised 377 1,287
- other 3
149 818
The deferred tax assets not recognised relate to unutilised tax losses which can be carried forward and used to offset
against future taxable income subject to meeting certain requirements. These tax losses have no expiry date.
10 Discontinued Operations and Disposal Group Classied as Held-For-Sale
Following the approval of the Companys management and shareholders on 2 January 2013 to sell 40% out of its 60%
interest in Oileld Services & Supplies Pte Ltd (OSS) (comprising the Groups entire oileld services and supplies
business segment), the entire assets and liabilities related to OSS are classied as a disposal group held-for-sale on
the balance sheet, and the entire results from OSS are presented separately on the statement of comprehensive
income as Discontinued Operations as at end of the nancial year ended 31 December 2012. The transaction was
completed on 25 February 2013.
Statements
10 Discontinued Operations and Disposal Group Classied as Held-For-Sale (Continued)
(a) The results of the discontinued operations and the re-measurement of the disposal group are as follows:
Group
2013 2012
$000 $000
Revenue 3,507 21,709
Cost of sales (1,977) (12,522)
Gross prot 1,530 9,187
Other income 127 651
Expenses (741) (4,874)
Finance expense (46) (283)
Share of results of associated companies 17 115
Prot from discontinued operations 887 4,796
Income tax expense (Note 9) (149) (818)
Net prot from discontinued operations 738 3,978
Prot/(loss) attributable to equity holders of the Company relates to:
- Prot/(loss) from continuing operations 3,616 (19,398)
- Prot from discontinued operations 443 2,488
Total 4,059 (16,910)
(b) The impact of the discontinued operations on the cash ows of the Group is as follows:
Group
2013 2012
$000 $000
Operating cash (outows)/inows (1,647) 8,049
Investing cash outows (1,935) (1,315)
Financing cash outows (465) (5,294)
Total cash (outows)/inows (4,047) 1,440
Statements
10 Discontinued Operations and Disposal Group Classied as Held-For-Sale (Continued)
(c) Details of assets in disposal group classied as held-for-sale are as follows:
Group
2013 2012
$000 $000
Cash and bank balances (Note 12) 4,047
Trade and other receivables 5,500
Inventories 2,300
Financial assets, available-for-sale 864
Investment in associated companies (Note 18) 334
Property, plant and equipment 10,442
23,487
(d) Details of liabilities directly associated with disposal group classied as held-for-sale are as follows:
Group
2013 2012
$000 $000
Trade and other payables 3,639
Borrowings 9,425
Current income tax liabilities 802
Deferred income tax liabilities (Note 23) 458
14,324
11 Earnings Per Share
Basic earnings per share is calculated by dividing the net prot attributable to equity holders of the Company by the
weighted average number of ordinary shares outstanding during the nancial year.
For the purpose of calculating diluted earnings per share, prot attributable to equity holders of the Company and the
weighted average number of ordinary shares outstanding are adjusted for the effects of all dilutive potential ordinary
shares. There were no dilutive potential ordinary shares outstanding during the year and therefore basic and dilutive
earnings per share are the same.
Group
2013 2012
Continuing operations
Net prot/(loss) attributable to equity holders of the Company ($000) 3,321 (20,888)
Weighted average number of ordinary shares in issue 645,354,802 600,354,802
Basic earnings (cents per share) 0.51 (3.48)
Diluted earnings (cents per share) 0.51 (3.48)
Statements
11 Earnings Per Share (Continued)
Group
2013 2012
Discontinued operations
Net prot attributable to equity holders of the Company ($000) 738 3,978
Weighted average number of ordinary shares in issue 645,354,802 600,354,802
Basic earnings (cents per share) 0.11 0.66
Diluted earnings (cents per share) 0.11 0.66
12 Cash and Cash Equivalents
Group Company
2013 2012 2013 2012
$000 $000 $000 $000
Cash at bank and on hand 1,254 294 52 29
Short-term bank deposits 2,203 836
3,457 1,130 52 29
For the purpose of presenting the consolidated statement of cash ows, the consolidated cash and cash equivalents
comprise the following:
Group
2013 2012
$000 $000
Continuing operations:
Cash and bank balances (as above) 3,457 1,130
Less: Bank overdraft (Note 21) (849) (1,729)
Less: Bank deposits pledged (2,172) (336)
436 (935)
Discontinued operations:
Cash and bank balances [Note 10(c)] 4,047
Cash and cash equivalents per consolidated statement of cash ows 436 3,112
Short-term bank deposits of approximately $2,172,000 (2012: $336,000) are pledged as security for overdraft, short-
term loans and bank guarantee purposes.
Statements
12 Cash and Cash Equivalents (Continued)
Disposal of subsidiaries
On 25 February 2013, the Company disposed of 40% share in Oileld Service and Supplies Pte Ltd. for a cash
consideration of $8,500,000. The effects of the disposal on the cash ows of the Group were:
Group
2013
$000
Carrying amounts of assets and liabilities disposed of
Cash and cash equivalents 2,564
Trade and other receivables 6,417
Inventories and work-in-progress 1,986
Property, plant and equipment 10,230
Other investments 1,237
Total assets 22,434
Borrowings 8,896
Current income tax liabilities 927
Deferred income tax liabilities 458
Total liabilities 12,514
Net assets derecognised 9,920
Less: Fair value of investment in associated company recognised (Note 18) (4,398)
Less: Non-controlling interests (4,073)
Net assets disposed of 1,449
The aggregate cash inows arising from the disposal of Oileld Services and Supplies Pte Ltd were:
Group
2013
$000
Net assets disposed of (as above) 1,449
- Reclassication of currency translation reserve (37)
1,412
Gain on disposal (Note 5) 7,088
Cash proceeds from disposal 8,500
Less: Cash and cash equivalents in subsidiaries disposed off (2,564)
Net cash inow on disposal 5,936
Statements
13 Trade and Other Receivables
Group Company
2013 2012 2013 2012
$000 $000 $000 $000
Trade receivables
- Non-related parties 1,371 2,869
- Related parties 1,706 5,028
3,077 7,897
Less: Allowance for impairment of receivables
non-related parties [Note29(b)(ii)] (517)
Trade receivables - net 3,077 7,380
Construction contracts
- Due from customers (Note 15) 11,790 3,170
Less: Allowance for impairment of amount due
from customers [Note29(b)(ii)] (1,468) (951)
Due from customers - net 10,322 2,741
Non-trade receivables from subsidiaries 8,985 6,858
Deposits 22 23
Prepayments 393 417 14 32
Other receivables 349 215 1
14,163 10,776 9,000 6,890
The non-trade receivables from subsidiaries are unsecured, interest-free and repayable on demand.
Related parties are entities related by a common shareholder.
14 Inventories
Group
2013 2012
$000 $000
Raw materials 76 75
The cost of inventories recognised as an expense in cost of sales amounts to $11,195,000 (2012: $13,439,000).
Statements
15 Construction Contracts
Group
2013 2012
$000 $000
Construction contract work-in-progress comprises:
Aggregate contract costs recognised and prots recognised
(less recognised losses) to date 42,406 20,168
Less: Progress billings (33,224) (19,876)
9,182 292
Presented on the balance sheet as:
Due from customers on construction contracts (Note 13) 10,322 2,741
Due to customers on construction contracts (Note 20) (1,140) (2,449)
9,182 292
16 Property, Plant and Equipment
Leasehold
land and
buildings
Plant and
machinery
Ofce
equipment
Motor
vehicles
Furniture
and ttings
Work-in-
progress Total
$000 $000 $000 $000 $000 $000 $000
Group
2013
Cost
Beginning of nancial year 4,362 699 727 29 210 6,027
Additions 54 107 84 245
End of nancial year 4,362 753 834 29 294 6,272
Accumulated Depreciation
Beginning of nancial year 231 457 355 29 94 1,166
Depreciation charge (Note 7) 231 39 62 24 356
End of nancial year 462 496 417 29 118 1,522
Net book value
End of nancial year 3,900 257 417 176 4,750
Statements
16 Property, Plant and Equipment (Continued)
Leasehold
land and
buildings
Plant and
machinery
Ofce
equipment
Motor
vehicles
Furniture
and ttings
Work-in-
progress Total
$000 $000 $000 $000 $000 $000 $000
Group
2012
Cost or Valuation
Beginning of nancial year 11,113 7,103 829 103 267 1,708 21,123
Currency translation
differences (36) (1) (2) (39)
Additions 4,003 2,728 101 10 223 7,065
Reclassication 1,506 (474) (40) 365 (1,357)
Reclassied to disposal
group (Note 10) (6,552) (6,038) (163) (83) (290) (351) (13,477)
Disposals (5,708) (2,584) (353) (8,645)
End of nancial year 4,362 699 727 29 210 6,027
Beginning of nancial year 220 3,784 356 81 238 4,679
Currency translation
differences (14) (1) (1) (16)
Depreciation charged
- Continuing operations
(Note 7) 231 38 59 20 348
- Discontinued operations 183 1,614 59 9 83 1,948
Reclassied to disposal
group (Note 10) (149) (2,679) (118) (61) (28) (3,035)
Disposals (254) (2,286) (218) (2,758)
End of nancial year 231 457 355 29 94 1,166
Net book value
End of nancial year 4,131 242 372 116 4,861
Leasehold land and buildings of the Group with carrying amounts of $3,900,000 (2012: $3,469,000) are pledged to
nancial institutions for banking facilities (Note 21).
Statements
16 Property, Plant and Equipment (Continued)
Ofce
equipment
$000
Company
2013
Cost
Beginning and end of nancial year 150
Beginning of nancial year 145
Depreciation charge 3
End of nancial year 148
Net book value
2012
Cost
Beginning and end of nancial year 150
Depreciation charge 5
Net book value
17 Investments in Subsidiaries
Company
2013 2012
$000 $000
Equity investments, at cost
Begining of nancial year 15,711 18,668
Less: Disposal (2,957)
End of nancial year 15,711 15,711
Accumulated impairment
Begining and end of nancial year 6,460 6,460
Net book value 9,251 9,251
Statements
17 Investments in Subsidiaries (Continued)
Details of the subsidiaries are as follows:
Country of
Effective Equity
Holding
business/ 2013 2012
Name of Companies Principal Activities incorporation % %
Held by the Company
EMS Offshore Pte Ltd
(a)
Investment holding Singapore 100 100
EMS Oil & Gas Ltd
(b)
Dormant Malaysia 100 100
EMS Pioneer Pte Ltd
(d)
Dormant Singapore 100
Held by EMS Offshore Pte Ltd
(a)
Design, manufacture and installation
of engineering solution for oil & gas
and offshore marine industries
Singapore 100 100
EMS Energy Services Sdn Bhd
(c)
Dormant Malaysia 100 100
Oileld Services & Supplies
Pte Ltd
(a)(e)
Manufacture, rental and servicing
of downhole tools and equipment
that are used primarily in oil and gas
exploration
Singapore 60
(a) Audited by Nexia TS Public Accounting Corporation, Singapore, a member rm of Nexia International.
(b) Audited by Nexia TS Public Accounting Corporation, Singapore, a member rm of Nexia International, for consolidation
purposes only.
(c) Audited by C S Tan & Associates, Chartered Accountants, Malaysia
(d) The subsidiary has applied for struck-off during the year and is not audited.
(e) On 2 January 2013, the Companys management and shareholders approved the sale of 40% interest out of a total of 60%
of the Groups interest in Oileld Services & Supplies Pte Ltd (OSS) and the transaction was completed on 22 February
2013. OSS has been accounted for as investment in associated company (Note 18) as at the nancial year end.
Statements
18 Investment in Associated Company
Group
2013 2012
$000 $000
Acquired during the nancial year (Note 12) 4,398
Share of results 830 115
Translation reserves [Note 25(b)(i)] 15
Share of revaluation surplus [Note 25(b)(i)] 1,380
Dividend received from associated companies (56)
Reclassied to disposal group (Note 10) (334)
End of nancial year 6,623
The summarised nancial information of associated company, not adjusted for the proportion ownership held by the
Group, is as follows:
Group
2013 2012
$000 $000
- Assets 35,206
- Liabilities 13,266
- Revenue 23,829
- Net prot 4,887
Details of the associated company are as follows:
Country of
Effective
Equity
Holding
business/ 2013 2012
Name of Companies Principal Activities incorporation % %
Oileld Services & Supplies
Pte Ltd
(a)
Manufacture, rental and servicing of
downhole tools and equipment that are
used primarily in oil and gas exploration
Singapore 20
(a) Audited by Nexia TS Public Accounting Corporation, Singapore, a member rm of Nexia International.
Statements
19 Intangible Assets
Group
2013 2012
$000 $000
Composition:
Goodwill arising on consolidation [Note (a)] 9,248 9,248
Certicate [Note (b)]
9,248 9,248
(a) Goodwill arising on consolidation
Group
2013 2012
$000 $000
Cost
Beginning and end of nancial year 14,247 14,247
Beginning of the year 4,999
Impairment charge (Note 7) 4,999
Net book value 9,248 9,248
Impairment tests for goodwill
Goodwill is allocated to each of the Groups cash-generating units (CGUs) expected to benet from synergies
of the business combination.
A summary of the goodwill allocation is analysed as follows:
2013 2012
$000 $000
Cash Generating Units
EMS Energy Solutions 9,248 9,248
Statements
19 Intangible Assets (Continued)
(a) Goodwill arising on consolidation (Continued)
The recoverable amounts of the above balances are determined based on value-in-use calculations. Cash
ows projection used in these calculations were based on nancial budgets for year 2014 approved by the
management. Cash ow beyond the ve-year period were extrapolated using the estimated growth rates
stated below. These rates were determined based on past performance, sales order book on hand and
expected market conditions.
2013 2012
Gross margin
1
16% 15%
Growth rate
2
10% 5%
Discount rate
3
14.6% 15%
1 Budgeted gross margin
2 Weighted average growth rate used to extrapolate cash ows beyond the budgeted period
3 Pre-tax discount rate applied to the pre-tax cash ows projections
(b) Certicate
Group
2013 2012
$000 $000
Cost
Beginning of nancial year 5,225 5,225
Disposal (5,225)
Beginning of the year 5,225
Impairment charge (Note 7) 5,225
Disposal (5,225)
Net book value
The identiable intangible asset, representing the value of the Certicate in Oileld Services and Supplies,
is approximately $5,225,000 based on the Report of Purchase Price Allocation on the acquisition of Oileld
Services and Supplies Pte Ltd and its subsidiaries issued by a professional rm on 30 April 2009.
Impairment tests for Certicate
Certicate is allocated to cash generating units (GCU) Oileld Services and Supplies.
Following the approval of the Companys management and shareholders on 2 January 2013 to sell 40% out of
its 60% interest in Oileld Services & Supplies Pte Ltd (OSS), the Group made impairment to the intangible
assets held in relation to this cash generating unit during the nancial year ended 31 December 2012.
Statements
20 Trade and Other Payables
Group Company
2013 2012 2013 2012
$000 $000 $000 $000
Trade payables
- Non-related parties 3,564 3,130 46 529
- Related parties 1 588
3,565 3,718 46 529
Construction contracts
- Due from customers (Note 15) 1,140 2,449
Other payables 189 180 1 1
Accruals for operating expenses 4,444 504 380 117
Amounts due to related parties (non-trade) 398 5,986 13 9
Amounts due to subsidiaries (non-trade) 2,192
9,736 12,837 450 2,848
Non-trade amounts due to related parties and subsidiaries are unsecured, interest-free and are repayable on demand.
21 Borrowings
Group
2013 2012
$000 $000
Current
Bank overdrafts (Note 12) 849 1,729
Term loan 1 185 1,509
Term loan 2 1,800
Bills payables 2,763 4,202
5,597 7,440
Non-current
Term loan 1 215
Total borrowings 5,812 7,440
Statements
21 Borrowings (Continued)
The exposure of the borrowings of the Group to interest rate changes and the contractual re-pricing dates at the
balance sheet dates are as follows:
Group
2013 2012
$000 $000
6 months or less 5,503 6,709
6 12 months 94 731
1 5 years 215
5,812 7,440
(i) The effective interest rates during the nancial year on term loan 1 is 4.89% (2012: 4.0% to 6.3%) per annum.
(ii) The effective interest rates on bank overdrafts and bills payables ranges from 5.2% to 6.5% (2012: 5.0% to
8.0%) per annum.
(iii) Term loan 1 is secured by mortgage over certain property, plant and equipment of the Group amounting to
approximately $3,469,000 (2012: $3,469,000) and nancial guarantee of the Company.
(iv) Term loan 2 and bank overdrafts are secured by the short-term deposits, joint and several guarantee of the
directors and nancial guarantee of the Company.
Fair value of non-current borrowings
Group
Discount rate Fair value
2013 2012 2013 2012
% % $000 $000
Term loan 5.74 367
The fair values of non-current portion of borrowings are determined from the discounted cash ows analysis, using a
discounted rate based on the borrowing rate from the nancial institution at the balance sheet date.
As at 31 December 2013, the Group has not drawn borrowing facilities amounting to $8,600,000 (2012: $9,500,000).
Statements
22 Provision for warranty
Group
2013 2012
$000 $000
Provision for warranty 1,056 535
The Group gives warranties on certain projects and undertakes to repair those that fail to perform satisfactorily. A
provision is recognised at the balance sheet date for expected warranty claims based on past experience of the level
of repairs.
Movement in provision for warranty is as follows:
Group
2013 2012
$000 $000
Beginning of nancial year 535 258
Provision made 521 277
End of nancial year 1,056 535
23 Deferred Income Tax
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current income
tax assets against current income tax liabilities and when the deferred income taxes relate to the same scal
authority. The amounts determined after appropriate offsetting, are shown on the balance sheet relates to:
Group
2013 2012
$000 $000
Deferred income tax liabilities (to be settled after one year):
Accelerated tax depreciation -
The movement in deferred income tax account is as follows:
Group
2013 2012
$000 $000
Beginning of nancial year (458)
Reclassied to disposal group (Note 10) 458
End of nancial year
Statements
24 Share Capital
Number of
ordinary
shares Amount
$000 $000
Group and Company
2013
Issuance of shares 140,000 5,880
2012
Beginning and end of nancial year 600,355 26,844
All issued ordinary shares are fully paid. There is no par value for these ordinary shares.
The holders of ordinary shares are entitled to receive dividends as and when declared by the Company. All ordinary
shares carry one vote per share without restrictions.
On March 2013 and August 2013, the Company issued 60,000,000 and 80,000,000 ordinary shares for a consideration
of $2,520,000million and $3,360,000 million respectively for cash to provide funds for the expansion of the Groups
operations. The newly issued shares rank pari passu in all respects with the previously issued shares.
25 Other Reserves
Group
2013 2012
$000 $000
(a) Composition:
Foreign translation reserve (331) (328)
Revaluation reverse 3,161 1,781
2,830 1,453
(b) Movements:
(i) Foreign translation reserve
Beginning of nancial year (328) (298)
Reclassication on disposal of subsidiary (37)
Share of associated companys translation reserve (Note 18) 15
Net currency translation differences of
nancial statements of foreign subsidiaries 19 (30)
End of nancial year (331) (328)
Statements
25 Other Reserves (Continued)
Group
2013 2012
$000 $000
(b) Movements: (continued)
(ii) Revaluation reserve
Share of associated companys revaluation surplus (Note 18) 1,380
Disposal of property, plant and equipment (691)
Other reserves are non-distributable.
26 Commitments
The Group leases land, factories and warehouses from non-related parties under non-cancellable operating lease
agreements. The leases have varying terms, escalation clauses and renewal rights.
The future minimum lease payable under non-cancelable operating leases contracted for at the balance sheet date but
not recognised as liabilities, are as follows:
Group
2013 2012
$000 $000
Not later than one year 61 58
Between two to ve years 243 230
More than ve years 547 576
851 864
Statements
27 Related Party Transactions
In addition to the information disclosed elsewhere in the nancial statements, the following transactions took place
between the Group and related parties at terms agreed between the parties:
(a) Sales and purchases of goods and services
Group
2013 2012
$000 $000
Purchases of materials from a related corporation 985
Sales to a related corporation 4,739 10,749
Related corporation comprises mainly of a company which is controlled or signicantly inuenced by the
Groups key management personnel and their close family members.
Outstanding balances at 31 December 2013 arising from related party transactions are disclosed in Notes 13
and 20.
(b) Key management personnel compensation
Group
2013 2012
$000 $000
Wages and salaries 1,432 1,240
Employers contributions to dened contribution plans 81 88
1,513 1,328
Included in the above is total compensation to directors of the Company amounting to $388,000 (2012:
$468,000).
28 Contingencies
The Company has issued nancial guarantees to a bank for borrowing of a subsidiary amounting to $5,800,000 (2012:
$6,200,000) (Note 21).
The Company has evaluated the fair value of the nancial guarantees and is of the opinion that the consequential
benets derived from its guarantees to the banks with regards to the subsidiary are minimal. The subsidiary has not
defaulted on the payments of the borrowings in the nancial years ended 31 December 2013 and 2012.
Statements
29 Financial Risk Management
Financial risk factors
The Groups activities expose it to market risk (including currency risk and interest rate risk), credit risk, liquidity risk and
capital risk. The Groups overall risk management strategy seeks to minimise adverse effects from the unpredictability
of nancial markets on the Groups nancial performance. As at 31 December 2013, the Group does not hold or issue
derivative nancial instrument for trading purposes.
Risk management is integral to the whole business of the Group. Financial risk management is carried out by the Board
of Directors. The Group has a system of controls in place to create an acceptable balance between the cost of risks
occurring and the cost of managing the risks. The management continually monitors the Groups risk management
process to ensure that an appropriate balance between risk and control is achieved. Risk management policies and
systems are reviewed regularly to reect changes in market conditions and the Groups activities.
(a) Market risk
(i) Currency risk
The Group operates in Asia with dominant operations in Singapore, India and China. Entities in the
Group regularly transact in currencies other than their respective functional currencies ("foreign
currencies") such as the United States Dollar ("USD").
Currency risk arises within entities in the Group when transactions are denominated in foreign
currencies such as Singapore Dollar (SGD) and United States Dollar (USD). The Group is exposed
to foreign currency risk on certain projects.
To manage the currency risk, individual Group entities manage as far as possible by natural hedges of
matching assets and liabilities.
In respect of other monetary assets and liabilities held in currencies other than the Singapore Dollar,
the Group ensures that the net exposure is kept to an acceptable level by buying or selling the foreign
currencies at spot rates, where necessary, to address short term imbalances.
Statements
29 Financial Risk Management (Continued)
(a) Market risk (Continued)
(i) Currency risk (Continued)
The Groups currency exposure based on the information provided to key management is as follows:
SGD USD Other Total
$000 $000 $000 $000
At 31 December 2013
Financial assets
Cash and cash equivalents 1,817 1,640 3,457
Trade and other receivables 1,365 11,269 1,136 13,770
Receivables from subsidiaries 7,140 153 7,293
10,322 12,909 1,289 24,520
Financial liabilities
Borrowings (4,445) (716) (651) (5,812)
Trade and other payables (4,716) (3,572) (308) (8,596)
Payables to subsidiaries (7,140) (153) (7,293)
(16,301) (4,288) (1,112) (21,701)
Net nancial (liabilities)/assets (5,979) 8,621 177 2,819
Add: Net non-nancial liabilities (585) (162) (747)
Net (liabilities)/assets (5,394) 8,459 177 2,072
Currency prole including non-nancial
assets and liabilities (5,394) 8,459 177 2,072
Currency exposure of nancial liabilities
net of those denominated in the
respective entities functional currencies 8,459 177 8,636

Statements
The Groups currency exposure based on the information provided to key management is as follows:
(Continued)
SGD USD Other Total
$000 $000 $000 $000
At 31 December 2012
Financial assets
Cash and cash equivalents 199 931 1,130
Trade and other receivables 758 9,363 238 10,359
Receivables from subsidiaries 162 82 244
1,119 10,294 320 11,733
Financial liabilities
Borrowings (5,912) (1,528) (7,440)
Trade and other payables (4,344) (6,054) (525) (10,923)
Payables to subsidiaries (162) (82) (244)
(10,418) (7,582) (607) (18,283)
Net nancial (liabilities)/assets (9,299) 2,712 (287) (6,874)
Add: Net non-nancial assets/(liabilities) 2 (1,948) (85) (2,031)
Net assets/(liabilities) (9,297) 764 (372) (8,905)
Currency prole including non-nancial
assets and liabilities (9,297) 764 (372) (8,905)
Currency exposure of nancial liabilities
net of those denominated in the
respective entities functional currencies 764 (372) 392
Statements
If the USD change against the SGD by 1% (2012: 3%) with all other variables including the tax rate
being held constant, the effects arising from the net nancial liability/asset position will be as follows:
2013 2012
Increase / (Decrease)
Prot
after tax
Other
comprehensive
income
Loss
after tax
Other
comprehensive
Income
$000 $000 $000 $000
Group
USD against SGD
-strengthened 85 85 (8) (8)
-weakened
(85) (85) 8 8
The Company engages in minimal foreign currency transactions and hence is not exposed to any
signicant currency risk.
(ii) Cash ow and fair value interest rate risks

Cash ow interest rate risk is the risk that the future cash ows of a nancial instrument will uctuate
because of changes in market interest rates. Fair value interest rate risk is the risk that the fair value of
a nancial instrument will uctuate due to changes in market interest rates.
The Groups interest rate risk mainly arises from short term loans and bank overdrafts. The Group
monitors interest rates on borrowings closely to ensure that the borrowings are maintained at
favourable rates.
The Groups borrowings at variable rates are denominated mainly in SGD. If the SGD interest rates
increase/decrease by 0.5% (2012: 1%) with all other variables including tax rate being held constant,
the prot after tax will be lower/higher by $9,350 (2012: $10,600) as a result of higher/lower interest
expense on these borrowings.
Statements
(b) Credit risk
Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in nancial loss to
the Group. The Group has policies in place to ensure that sales of products and services are made to customers
with an appropriate credit history. The Group has no signicant concentration of credit risk.
The Group has a credit policy in place which establishes credit limits for customers and monitors their balances
on an ongoing basis. Credit evaluations are performed on all customers requiring credit over a certain amount.
If the customers are independently rated, these ratings are used. Otherwise, the credit quality of customers is
assessed after taking into account its nancial position and past experience with the customers.
The Group establishes an allowance for impairment that represents its estimate of incurred losses in respect of
trade receivables. The main component of this allowance is a specic loss component that relates to individually
signicant exposures.
The allowance account in respect of trade receivables is used to record impairment losses unless the Group
is satised that no recovery of the amount owing is possible. At that point, the nancial asset is considered
irrecoverable and the amount charged to the allowance account is written-off against the carrying amount of the
impaired nancial asset.
Cash and xed deposits are placed with banks and nancial institutions which are regulated.
As the Group and the Company does not hold any collateral, the maximum exposure to credit risk for each class
of nancial instruments is the carrying amount of that class of nancial instruments presented on the balance
sheet, except as follows:
Company
2013 2012
S$000 S$000
Financial guarantees provided to banks on subsidiaries
loan (Note 28) 5,800 6,200
The trade receivables of the Group comprises three debtors (2012: three debtors) that represented 91% of
trade receivables.
Statements
(b) Credit risk (Continued)
The credit risk for trade receivables based on the information provided to key management is as follows:
Group
2013 2012
$000 $000
By geographical areas
Singapore 1,925 5,679
Peoples Republic of China 985 240
Vietnam 139 1,429
Other countries 28 32
3,077 7,380
By types of customers
Related parties 1,706 2,352
Non-related parties 1,371 5,028
3,077 7,380
(i) Financial assets that are neither past due nor impaired
Bank deposits that are neither past due nor impaired are mainly deposits with banks with high credit-
ratings assigned by international credit-rating agencies. Trade receivables that are neither past due nor
impaired are substantially customers with a good collection track record with the Group.
(ii) Financial assets that are past due and/or impaired
There is no other class of nancial assets that is past due and/or impaired except for trade receivables
and amount due from customers on construction.
The age analysis of trade receivables past due but not impaired is as follows:
Group
2013 2012
$000 $000
Past due up to 3 months 152 64
Past due 3 to 6 months 139 1,621
Past due over 6 months 1,785 3,239
2,076 4,924
Statements
(b) Credit risk (Continued)
(ii) Financial assets that are past due and/or impaired (Continued)
The carrying amount of trade receivables and amount due from customers on construction contracts
individually determined to be impaired and the movement in the related allowance for impairment is as
follows:
Group
2013 2012
$000 $000
Gross amount
- Trade receivables 3,077 1,724
- Amount due from customers on construction contracts 11,790 3,170
14,867 4,844
Less: Allowance for impairment
- Trade receivables (Note 13) (517)
- Amount due from customers on construction contracts (Note 13) (1,468) (951)
(1,468) (1,468)
13,399 3,426
Beginning of nancial year
- Trade receivables 517
- Amount due from customers on construction contracts 951
1,468
Allowance made
- Trade receivables (Note 13) 517
- Amount due from customers on construction contracts (Note 13 and 7) 517 951
517 1,468
Allowance utilised
- Trade receivables (Note 7) (517)
The impaired amount due from customers on construction contracts arise mainly from a customer in
Vietnam that is met with difculties in retrieving the goods from the port.
Statements
(c) Liquidity risk
Prudent liquidity risk management includes maintaining sufcient cash and marketable securities, the availability
of funding through an adequate amount of committed credit facilities and the ability to close out market positions
at a short notice. At the balance sheet date, assets held by the Group and the Company for managing liquidity
risk included cash and short-term deposits as disclosed in Note 12.
Management monitors rolling forecasts of the liquidity reserve (comprise undrawn borrowing facility (Note 21)
and cash and cash equivalents (Note 12) of the Group and the Company on the basis of expected cash ow. This
is generally carried out at local level in the operating companies of the Group in accordance with the practice
and limits set by the Group. These limits vary by location to take into account the liquidity of the market in which
the entity operates. In addition, the Groups liquidity management policy involves projecting cash ows in major
currencies and considering the level of liquid assets necessary to meet these, monitoring liquidity ratios and
maintaining debt nancing plans.
The table below analyses non-derivative nancial liabilities of the Group and the Company for which contractual
maturities are essential for an understanding of the timing of the cash ows into relevant maturity groupings
based on the remaining period from the balance sheet date to the contractual maturity date. The amounts
disclosed in the table are the contractual undiscounted cash ows. Balances due within 12 months equal their
carrying amounts as the impact of discounting is not signicant.
Less than
1 year
Between 1 and
2 years
Between 2 and
5 years
$000 $000 $000
Group
At 31 December 2013
Borrowings 5,612 220
15,338 220
At 31 December 2012
Borrowings 7,064 430
19,901 430
Statements
(c) Liquidity risk (Continued)
Less than
1 year
Between 1 and
2 years
Between 2 and
5 years
$000 $000 $000
Company
At 31 December 2013
Trade and other payables 450
Financial guarantee 5,800
6,237
At 31 December 2012
Financial guarantee 6,200
9,048
(d) Capital risk
The Groups objectives when managing capital are to safeguard the Groups ability to continue as a going
concern and to maintain an optimal capital structure so as to maximise shareholder value. In order to maintain
or achieve an optimal capital structure, the Group may adjust the amount of dividend payment, return capital
to shareholders, issue new shares buy back issued shares, obtain new borrowings or sell assets to reduce
borrowings.
Management monitors capital based on a gearing ratio. The Groups and the Companys strategies, which were
unchanged from 2012, are to maintain gearing rations within 50% to 60%. The gearing ratio is calculated as
borrowings divided by total equity.
Group Company
2013 2012 2013 2012
$000 $000 $000 $000
Borrowings 5,812 7,440 * *
Total equity 21,713 14,441 17,855 13,327
Gearing ratio 26.8% 51.5% * *
*Not meaningful
The Group and the Company are in compliance with all externally imposed capital requirements for the nancial
year ended 31 December 2012 and 2013.
Statements
(e) Fair value measurements
The fair values of current nancial assets and liabilities carried at amortised cost approximate their carrying
amounts.
The carrying amount less impairment provision of trade receivables and payables are assumed to approximate
their fair values.
(f) Financial instruments by category
The carrying amount of the different categories of nancial instruments is disclosed on the face of the balance
sheet and in note to the nancial statements, except for the following:
Group Company
2013 2012 2013 2012
$000 $000 $000 $000
Loans and receivables 17,227 11,489 9,038 6,887
Financial instruments at amortised cost 15,464 18,363 450 2,848
30 Segment Reporting
Previously, the Groups primary format for reporting segment information was based on business segment, with each
segment representing a strategic business segment that offers different products and services.
(a) EMS Energy Solutions (EES)
This relates to the integrated design, construction and commissioning of engineering equipment and services.
(b) Oileld Services and Supplies (OSS)
This relates to provision of downhole drilling tools.
Common costs between EES and OSS segments are allocated primarily based on segment revenue. Segment
assets/liabilities do not include assets/liabilities that are generally shared and not identiable by segment.
Capital expenditure has not been allocated to the segments as property, plant and equipment are generally
shared and therefore not identiable by business segment.
For geographical segments, revenue is based on the location of customers. Assets and capital expenditure are
based on the location of those assets.
Statements
30 Segment Reporting (Continued)
On 2 January 2013, the Shareholders and Management of the Company approved the sale of 40% out of the
Groups 60% interest in OSS comprising the Groups entire oileld service and supplies business segment.
Accordingly the entire assets and liabilities related to OSS are classified as a disposal group held-for-sale
on the balance sheet date, and the entire results from OSS are presented separately on the statement of
comprehensive income as Discontinued Operations (Note 10).
As the Group has only one reportable operating segment, which comprised entirely the EES segment and the Groups
operation was predominantly based in Singapore, accordingly, no segmental information is presented.
31 Subsequent Events
(a) On 24 February 2014, the Company made offers on grant on share options pursuant to the EMS Energy
Employee Share Option Scheme where 27,750,000 options were granted with a subscription price of $0.069
per share.
The number of share options granted or proposed to be granted to controlling shareholders and directors are
as follows:
(i) 10,500,000 share options are proposed to be granted to Ting Teck Jin, a controlling shareholder and also
an executive director of the Company, subject to Shareholders approval at the Companys Extraordinary
General Meeting to be held on 26 April 2014.
(ii) 2,250,000 share options were granted to the three Independent Directors of the Company equally.
(iii) The remaining 15,000,000 share options were granted to employees who are not directors, controlling
shareholders or their associates.
During the nancial year, no options or performance shares have been granted to the directors and employees
of the Company or its subsidiaries.
(b) On 20 February 2014, The Company has entered into an agreement (the Agreement) with the landlord,
Jurong Town Corporation (JTC), to lease the land on Tuas South Street 15 (Tuas site) for 16 years and
eight months, commencing 1 May 2014. The land is zoned for manufacturing of marine, oil and gas equipment,
namely offshore rigs and cranes, deck machineries and other mechanical handling systems for oil rigs and
vessels.
The Group intends to commence construction of a new waterfront facility (the Facility) on the Tuas site in
the rst half of the nancial year ending 31 December 2014. The total capital expenditure for constructing and
tting out the Facility is expected to approximate S$23,600,000, to be executed in stages and nanced by
internal resources and bank nancing.
Statements
32 New or Revised Accounting Standards and Interpretations
The mandatory standards and amendments to existing standards that have been published, and are relevant for the
Groups accounting periods beginning on or after 1 January 2014 or later periods and which the Group has not early
adopted are:
FRS 27 (revised 2011) Separate Financial Statements (effective for annual periods beginning on or after 1
January 2014)
FRS 28 (revised 2011) Investments in Associates and Joint Venture (effective for annual periods beginning on or
after 1 January 2014)
Amendments to FRS 32 Financial Instruments: Offsetting of Financial Liabilities and Assets (effective for annual
periods beginning on or after 1 January 2014)
FRS 110 Consolidated Financial Statements (effective for annual periods beginning on or after 1 January 2014)
FRS 111 Joint Arrangements (effective for annual periods beginning on or after 1 January 2014)
FRS 112 Disclosures of Interest in Other Entities (effective for annual periods beginning on or after 1 January
2014)
The management anticipates that the adoption of the above FRS and amendments to FRS in the future periods will
not have a material impact on the nancial statements of the Group in the period of their initial adoption.
33 Authorisation of Financial Statements
These nancial statements were authorised for issue in accordance with a resolution of the Board of Directors of
EMS Energy Limited on 1 April 2014.
Analysis of
Shareholdings
as at 21 March 2014
NUMBER OF ISSUED SHARES : 740,354,802
CLASS OF SHARES : ORDINARY SHARES WITH EQUAL VOTING RIGHTS
VOTING RIGHTS : 1 VOTE PER SHARE
TREASURY SHARES : Nil
SIZE OF HOLDINGS
NUMBER OF
SHAREHOLDERS %
NUMBER OF
SHARES %
1 to 999 106 4.45 8,960 0.00
1,000 to 10,000 642 26.98 3,622,825 0.49
10,001 to 1,000,000 1,592 66.89 203,273,802 27.46
1,000,001 AND ABOVE 40 1.68 533,449,215 72.05
TOTAL 2,380 100.00 740,354,802 100.00
TOP 20 SHAREHOLDERS AS AT 21 MARCH 2014
NO. NAME OF SHAREHOLDERS
NUMBER OF
SHARES %
1 KOASTAL INDUSTRIES PTE LTD 247,726,275 33.46
2 ASIAN TRUST INVESTMENT PTE LTD 55,000,000 7.43
3 PHILLIP SECURITIES PTE LTD 25,392,190 3.43
4 OCBC SECURITIES PTE LTD 25,248,658 3.41
5 HUYNH TRUNG NAM 24,000,000 3.24
6 PEH OON KEE 22,150,000 2.99
7 CITIBANK NOMINEES SINGAPORE PTE LTD 18,489,000 2.50
8 LIM POH BOON 10,000,000 1.35
9 MORPH INVESTMENTS LTD 9,700,000 1.31
10 TING TECK JIN 9,000,000 1.22
11 UOB KAY HIAN PTE LTD 7,126,090 0.96
12 CIMB SECURITIES (SINGAPORE) PTE LTD 5,821,000 0.79
13 UNITED OVERSEAS BANK NOMINEES PTE LTD 5,437,500 0.73
14 JIANG HUIPING 4,848,000 0.65
15 TAY GEOK TIN 4,800,000 0.65
16 DBS NOMINEES PTE LTD 4,080,002 0.55
17 NG SEOW YUEN (HUANG XIAOYAN) 4,000,000 0.54
18 PONNAMPALAM SIVAKUMAR 4,000,000 0.54
19 SEOW CHOON PHENG 3,891,000 0.53
20 TAY SWEE LYE RONNIE 3,823,000 0.52
TOTAL 494,532,715 66.80
Analysis of
Shareholdings
as at 21 March 2014
SHAREHOLDINGS HELD IN HANDS OF PUBLIC
As at 21 March 2014, the percentage of shareholdings held in the hands of the public was approximately 63.97% and Rule
723 of the Catalist Rules is complied with.
SUBSTANTIAL SHAREHOLDERS
As at 21 March 2014
No. of shares
held registered
in the names of
the substantial
shareholders
No. of shares
in which the
substantial
shareholders is
deemed to have
an interest
Total Shareholding
Interest
% of Total Issued
Shares
(1)
Koastal Industries Pte Ltd 247,726,275 247,726,275 33.46
Ting Teck Jin 9,000,000 247,726,275
(2)
256,726,275 34.68
Notes
(1) As a percentage of the total issued share capital of the Company, comprising 740,354,802 Shares.
(2) These shares are held in the name of Koastal Industries Pte Ltd in which Mr Ting Teck Jin is a controlling shareholder and a director.
Notice of Annual General
Meeting
NOTICE IS HEREBY GIVEN that the Annual General Meeting of EMS ENERGY LIMITED (the Company) will be held at 1
Robinson Road #18-00, AIA Tower, Singapore 048542 on Saturday, 26 April 2014 at 9.00 a.m. for the following purposes:
AS ORDINARY BUSINESS
1. To receive and adopt the Directors Report and Audited Accounts of the Company for the year ended 31 December 2013
together with the Auditors Report thereon. (Resolution 1)
2. To approve Non-Executive Directors fees of S$135,000 for the nancial year ending 31 December 2014 (2013:
S$135,000) (Resolution 2)
3. To re-elect Mr Lim Poh Boon as a Director retiring pursuant to Article 107 of the Companys Articles of Association.
(Resolution 3)
Mr Lim Poh Boon will, upon re-election as a Director of the Company, remains as a member of the Audit, Nominating
and Remuneration Committees and will be considered independent for the purposes of Rule 704(7) of Section B:
Rules of Catalist of the Listing Manual of the Singapore Exchange Securities Trading Limited. Save as disclosed herein,
Mr Lim does not have any relationship including immediate family relationship with the Directors, the Company or its
10% shareholders (as dened in the Code of Corporate Governance 2012 (the Code)). The detailed information of
Mr Lim can be found under the section entitled Board of Directors in page 8 of the Annual Report.
4. To pass the following Ordinary Resolution pursuant to Section 153(6) of the Companies Act, Cap. 50:
That pursuant to Section 153(6) of the Companies Act, Cap. 50, Mr Ung Gim Sei be re-appointed a Director of the
Company to hold ofce until the next Annual General Meeting. [See Explanatory Note (i)] (Resolution 4)
Mr Ung Gim Sei will, upon re-appointment as a Director of the Company, remains as Chairman of Nominating
and Remuneration Committees and a member of the Audit Committee and will be considered independent
for the purposes of Rule 704(7) of Section B: Rules of Catalist of the Listing Manual of the Singapore Exchange
Securities Trading Limited. Save as disclosed herein, Mr Ung does not have any relationship including immediate
family relationship with the Directors, the Company or its 10% shareholders (as dened in the Code). The detailed
information of Mr Ung can be found under the section entitled Board of Directors in page 8 of the Annual Report.
5. To re-appoint Messrs Nexia TS Public Accounting Corporation as the Companys auditors and to authorise the Directors
to x their remuneration. (Resolution 5)
6. To transact any other ordinary business which may properly be transacted at an Annual General Meeting.
AS SPECIAL BUSINESS
To consider and if thought t, to pass the following Resolutions, with or without any modications:
7. Authority to allot and issue shares in the capital of the Company (Shares) - Share Issue Mandate
That, pursuant to Section 161 of the Companies Act, Chapter 50. and Rule 806 of the Singapore Exchange Securities
Trading Limited (SGX-ST) Listing Manual Section B: Rules of Catalist (the Catalist Rules), authority be and is
hereby given to the Directors of the Company to:-
(a) (i) allot and issue shares in the capital of the Company (Shares) (whether by way of rights, bonus or
otherwise); and/or
Meeting
(ii) make or grant offers, agreements or options (collectively, Instruments) that might or would require
Shares to be issued, including but not limited to the creation and issue of (as well as adjustments to)
options, warrants, debentures or other instruments convertible into Shares,
at any time and upon such terms and conditions and for such purposes and to such persons as the Directors
may in their absolute discretion deem t; and
(b) notwithstanding that the authority conferred by this Resolution may have ceased to be in force, issue Shares
in pursuance of any Instrument made or granted by the Directors while this Resolution is in force,
provided that:-
(1) the aggregate number of Shares (including Shares to be issued in pursuance of the Instruments, made or
granted pursuant to this Resolution), to be issued pursuant to this Resolution does not exceed one hundred
per cent (100%) of the total number of issued Shares excluding treasury shares of the Company (as calculated
in accordance with sub-paragraph (2) below), of which the aggregate number of Shares to be issued other
than on a pro-rata basis to existing shareholders of the Company (including Shares to be issued in pursuance
of Instruments made or granted pursuant to this Resolution) does not exceed fty per cent (50%) of the total
number of issued Shares excluding treasury shares of the Company (as calculated in accordance with sub-
paragraph (2) below);
(2) (subject to such manner of calculations as may be prescribed by the SGX-ST), for the purpose of determining
the aggregate number of Shares that may be issued under sub- paragraph (1) above, the percentage of the
total number of issued Shares excluding treasury shares shall be based on the total number of issued Shares
excluding treasury shares of the Company at the time this Resolution is passed after adjusting for:-
(i) new Shares arising from the conversion or exercise of any Instruments or any convertible securities;
(ii) new Shares arising from exercising of share options or vesting of share awards outstanding and/or
subsisting at the time of the passing of this Resolution, provided that the share options or share awards
were granted in compliance with Part VIII of Chapter 8 of the Rules of Catalist; and
(iii) any subsequent bonus issue, consolidation or sub-division of Shares.
(3) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the
Rules of Catalist for the time being in force (unless such compliance has been waived by the SGX-ST) and the
Articles of Association for the time being of the Company; and
(4) (unless revoked or varied by the Company in general meeting, the authority conferred by this Resolution shall
continue in force until the conclusion of the next AGM or the date by which the next AGM of the Company is
required by law to be held, whichever is the earlier.
[See Explanatory Note (ii)]. (Resolution 6)
Meeting
8. Authority to grant options and issue shares under the EMS Energy Employee Share Option Scheme and EMS
Energy Performance Share Plan
To consider and, if thought t, to pass the following as an ordinary resolution, with or without modications:-
That, pursuant to Section 161 of the Companies Act, Cap. 50, the Directors of the Company be and are hereby
authorised to offer and grant options and share awards in accordance with the EMS Energy Employee Share Option
Scheme (the Scheme) and the EMS Energy Performance Share Plan (the Plan) and to issue such shares as may be
required to be issued pursuant to the exercise of the options under the Scheme and the Plan provided always that the
aggregate number of shares to be issued pursuant to the Scheme and the Plan shall not exceed fteen per cent. (15%)
of the issued share capital of the Company from time to time. [See Explanatory Note (iii)] (Resolution 7)
9. Renewal of a Shareholders Mandate for the Company to Buy Back its own Shares (the Share Purchase
Mandate)
That:-
(a) for the purposes of Sections 76C and 76E of the Companies Act, Chapter 50 (the Companies Act), the
exercise by the Directors of the Company of all the powers of the Company to purchase or otherwise acquire
ordinary shares in the capital of the Company (Shares) not exceeding in aggregate the Maximum Percentage
(as hereafter dened), at such price or prices as may be determined by the Directors from time to time up to
the Maximum Price (as hereafter dened), whether by way of:-
(i) on-market purchase(s) on the Singapore Exchange Securities Trading Limited (SGX-ST); and/or
(ii) off-market purchase(s) (if effected otherwise than on the SGX-ST) in accordance with any equal access
scheme(s) as may be determined or formulated by the Directors as they consider t, which scheme(s)
shall satisfy all the conditions prescribed by the Companies Act, and otherwise in accordance with all
laws, regulations and rules of the SGX-ST as may for the time being be applicable, be and is hereby
authorised and approved generally and unconditionally;
(b) unless varied or revoked by the Company in general meeting, the authority conferred on the Directors of the
Company pursuant to the Share Purchase Mandate may be exercised by the Directors at any time and from
time to time during the period commencing from the date of the passing of this Resolution and expiring on the
earlier of:-
(i) the date of the next annual general meeting of the Company; or
(ii) the date by which the next annual general meeting of the Company is required by law to be held; or
(iii) the time when the Share Purchase Mandate is revoked or varied by the Shareholders of the Company
in general meeting.
Meeting
(c) in this Resolution:-
Maximum Percentage means the number of Shares representing ten per cent. (10%) of the issued ordinary
share capital of the Company as at the date of the passing of this Resolution; and
Maximum Price in relation to a Share to be purchased or acquired, means the purchase price (excluding
brokerage, commissions, stamp duties, applicable goods and services tax and other related expenses) which
shall not exceed:-
(i) in the case of a market purchase, one hundred and ve per cent. (105%) of the average closing market
price. For this purpose, the average closing market price is the average of the closing market prices of
the Shares transacted on the SGX-ST over the last ve (5) market days (on which transactions in the
Shares are recorded) immediately preceding the date of the market purchase by the Company and
deemed to be adjusted in accordance with the listing rules of the SGX-ST for any corporate action
which occurs after the relevant ve (5) day period; and
(ii) in the case of an off-market purchase, one hundred and twenty per cent. (120%) of the highest price a
Share is transacted on the SGX-ST on the market day (when transactions in the Shares are recorded)
immediately preceding the date on which the Company announces an off-market purchase offer stating
the purchase price and the relevant terms of the equal access scheme.
(d) The Directors of the Company be and are hereby authorised to take all necessary steps and to negotiate,
nalise and enter into all transactions, arrangements and agreements and to execute all such documents
(including but not limited to the execution of application forms and transfers) with full and discretionary powers
to make or assent to any modications or amendments thereto in any manner they may deem necessary,
expedient, incidental or in the interests of the Company and the Group for the purposes of giving effect to this
Resolution and the transactions contemplated thereunder. [See Explanatory Note (iv)] (Resolution 8)
10. Renewal of the Mandate for Interested Person Transactions
That:-
(a) approval be and is hereby given, for the purposes of Chapter 9 of the Catalist Rules, for the Company, its
subsidiaries and associated companies (if any) (Group) or any of them that are deemed an entity at risk
as dened in Chapter 9 of the Catalist Rules, to enter into any of the transactions falling within the type of
Interested Person Transactions as dened and set out in the Companys Letter to Shareholders dated 11 April
2014 (the Letter), with any party who falls within the classes of Interested Persons as dened and set
out in the Letter, Interest Person Transactions are carried out in the ordinary course of business, on normal
commercial terms and are not prejudicial to the interests of the Company and its minority Shareholders, and
is in accordance with the guidelines and review procedures for Interest Person Transactions as set out in the
Letter (IPT Mandate);
(b) such approval given in paragraph (a) above shall, unless revoked or varied by the Company in general meeting,
continue in force until the conclusion of the next annual general meeting of the Company or the date by which
the next annual general meeting of the Company is required by law to be held, whichever is the earlier; and
Meeting
(c) the Audit Committee of the Company be and are hereby authorised to complete and do all such acts and
things (including, without limitation, executing all such documents as may be required) as they may consider
expedient or necessary or in the interests of the Company to give effect to the IPT Mandate and/or this
Ordinary Resolution. [See Explanatory Note (v)] (Resolution 9)
By Order of the Board
Gwendolyn Gn Jong Yuh
Company Secretary
11 April 2014
Singapore
Explanatory Notes:
(i) The effect of the Ordinary Resolution 4 proposed in item 4 above, is to re-appoint a director who is over 70 years of age.
(ii) The Ordinary Resolution 6 proposed in item 7 above, if passed, will empower the Directors from the date of the above annual
general meeting until the date of the next annual general meeting, to allot and issue shares and convertible securities in the
Company. The aggregate number of Shares and convertible securities, which the Directors may allot and issue under this Resolution
shall not exceed 100% of the total number of issued Shares excluding treasury shares of the Company at the time of passing this
Resolution. For allotment and issue of Shares and convertible securities other than on a pro-rata basis to all shareholders of the
Company, the aggregate number of Shares and convertible securities to be allotted and issued shall not exceed 50% of the total
number of issued Shares excluding treasury shares of the Company. This authority will, unless previously revoked or varied at a
general meeting, expire at the next annual general meeting.
(iii) The Ordinary Resolution 7 proposed in item 8 above, if passed, will empower the Directors of the Company, to grant options and to
allot and issue shares upon the exercise of such options in accordance with the Scheme and the Plan.
(iv) The Ordinary Resolution 8 proposed in item 9 above is to renew the Share Purchase Mandate which was originally approved by
shareholders on 22 August 2009. Please refer to the Companys Letter to Shareholders dated 11 April 2014 for details.
(v) The Ordinary Resolution 9 in item 10 above, if passed, will empower the Group, from the date of this annual general meeting of
the Company until the next annual general meeting of the Company, or the date by which the next annual general meeting of the
Company is required by law to be held, or such authority is varied or revoked by the Company in a general meeting, whichever is
the earlier, enter into the Interested Person Transactions as described in the Companys Letter to Shareholders and to do all acts
necessary to give effect to the IPT Mandate. In accordance with the requirements of Chapter 9 of the Catalist Rules, Mr Ting Teck
Jin will abstain and has also undertaken that his associates will abstain, from voting on this Ordinary Resolution 9 in relation to the
proposed renewal of the IPT Mandate.
The Audit Committee of the Company has reviewed the terms of the IPT Mandate and is satised that the guidelines and review
procedures for the Interested Person Transactions as set out in the 11 April 2014 of the Companys Letter to Shareholders have
not changed since the IPT Mandate was renewed at the annual general meeting of the Company held on 27 April 2013. The Audit
Committee of the Company is also of the view that the guidelines and review procedures for the Interest Person Transactions are
adequate to ensure that the Interested Person Transactions will be transacted on arms length basis and on normal commercial
terms and will not be prejudicial to the interests of the Company and its minority shareholders.
Meeting
If during the periodic reviews by the Audit Committee of the Company, it is of the view that the established guidelines and review
procedures for the Interested Person Transactions are no longer appropriate or adequate to ensure that the Interested Person
Transactions will be transacted on arms length basis and on normal commercial terms and would not be prejudicial to the interests
of the Company and its minority shareholders, the Company will seek a fresh mandate from its shareholders based on new
guidelines and procedures.
Notes:
1. A Member entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and vote instead of him. A
proxy need not be a Member of the Company.
2. If the appointor is a corporation, the proxy must be executed under seal or the hand of its duly authorised ofcer or attorney.
3. The instrument appointing a proxy must be deposited at the registered ofce of the Company at 1 Robinson Road, #17-00 AIA Tower,
Singapore 048542 not less than forty-eight (48) hours before the time for holding the Annual General Meeting.
&
EMS ENERGY LIMITED
Company No. 200300485D
(Incorporated in The Republic of Singapore)
PROXY FORM
(Please see notes overleaf before completing this Form)
I/We, with NRIC/Passport Number:
of
(address) being a member/members of EMS ENERGY LIMITED (the Company), hereby appoint:
Name Address
NRIC/
Passport No.
Proportion of
Shareholdings (%)
No. of shares %
and/or (delete as appropriate)
as my/our proxy/proxies to attend and to vote for me/us on my/our behalf at the Annual General Meeting of the Company
to be held at 1 Robinson Road #18-00, AIA Tower, Singapore 048542 on Saturday, 26 April 2014 at 9.00 a.m. and at any
adjournment thereof. I/We direct my/our proxy to vote for or against the Resolutions to be proposed at the Meeting as
hereunder indicated.
(Please indicate your vote For or Against with a tick [] within the box provided.)
No. Resolutions relating to: For Against
1. Directors Report and Audited Accounts for the nancial year ended 31 December 2013.
2. Approval of the payment of Non-Executive Directors Fees of S$135,000 for the
nancial year ending 31 December 2014.
3. Re-election of Mr Lim Poh Boon as a Director pursuant to Article 107.
4. Re-appointment of Mr Ung Gim Sei as a Director in accordance to Section 153(6) of
the Companies Act. Cap. 50.
5. Re-appointment of Messrs Nexia TS Public Accounting Corporation as Auditors and
authorise the Directors to x their remuneration.
6. Authority to allot and issue new shares.
7.
Authority to grant options and issue shares under the EMS Energy Employee Share
Option Scheme and EMS Energy Performance Share Plan
8.
Renewal of a Shareholders Mandate for the Company to Buy Back its own Shares
(the Share Buy Back Mandate)
9. Renewal of the Mandate for Interested Person Transactions
Dated this day of 2014
Total number of Shares in: No. of Shares Held
(a) CDP Register
(b) Register of Members
Signature of Shareholder(s)
or, Common Seal of Corporate Shareholder
IMPORTANT: PLEASE READ NOTES OVERLEAF
IMPORTANT:
1. For investors who have used their CPF monies to buy EMS Energy
Limiteds shares, this Report is forwarded to them at the request of the
CPF Approved Nominees and is sent solely FOR INFORMATION ONLY.
2. This Proxy Form is not valid for use by CPF investors and shall be ineffective
for all intents and purposes if used or purported to be used by them.
3. CPF investors who wish to attend the Meeting as an observer must submit
their requests through their CPF Approved Nominees within the time
frame specied. If they also wish to vote, they must submit their voting
instructions to the CPF Approved Nominees within the time frame specied
to enable them to vote on their behalf.
Notes:
1. A member should insert the total number of shares held by him. If the member has shares entered against his name in the
Depository Register (as dened in Section 130A) of the Companies Act, Chapter 50 of Singapore), he should insert that number of
shares. If the member has shares registered in his name in the Register of Members of the Company, he should insert that number
of shares. If the member has shares entered against his name in Depository Register and shares registered in his name in the
Register of Members, he should insert the aggregate number of shares. If no number is inserted, the instrument appointing a proxy
or proxies will be deemed to relate to all the shares held by the member.
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.
3. Where a member appoints two proxies, the appointments shall be invalid unless he species the proportion of his shareholding
(expressed as percentage of the whole) to be represented by each proxy.
4. The instrument appointing a proxy or proxies must be deposited at the registered ofce of the Company at 1 Robinson Road, #17-00
AIA Tower, Singapore 048542 not less than 48 hours before the time appointed for the Annual General Meeting.
5. The instrument appointing a proxy or proxies must be under the hand of the appointor or 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 ofcer or attorney duly authorised.
6. Where an instrument appointing a proxy is signed on behalf of the appointor by the attorney, the letter or power of attorney or a duly
certied copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy, failing which the
instrument may be treated as invalid.
7. A corporation which is a member may authorise by resolution of its directors or other governing body such person as it thinks t
to act as its representative at the Annual General Meeting, in accordance with Section 179 of the Companies Act, Chapter 50 of
Singapore.
General:
The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or illegible or
where the true intentions of the appointor are not ascertainable from the instructions of the appointor specied in the instrument appointing
a proxy or proxies. In addition, in the case of shares entered in the Depository Register, the Company may reject any instrument appointing a
proxy or proxies lodged if the member, being the appointor, is not shown to have shares entered against his name in the Depository Register
as at 48 hours before the time appointed for holding the Annual General Meeting, as certied by The Central Depository (Pte) Limited to the
Company.
BOARD OF DIRECTORS
Mr Ting Teck Jin
Executive Chairman and Chief Executive Offcer
Mr Lim Poh Boon
Mr Ung Gim Sei
Mr Lim Siong Sheng
COMPANY SECRETARY
Ms Gwendolyn Gn. LLB (Hons)
REGISTERED OFFICE
1 Robinson Road
#17-00 AIA Tower
Singapore 048542
T +65 6861 2722
F +65 6861 5655
E info@EMSenergy.com.sg
W www.EMSenergy.com.sg
PRINCIPAL PLACE OF BUSINESS
10 Tuas Avenue 11
Singapore 639076
Corporate
Information
SHARE REGISTRAR AND SHARE TRANSFER OFFICE
M & C Services Private Limited
112 Robinson Road
#05-01
Singapore 068902
AUDITORS
Nexia TS Public Accounting Corporation
Public Accountants and Chartered Accountants
100 Beach Road, Shaw Tower, #30-00
Singapore 189702
Director in charge: Ms Kristin YS Kim
Appointed since FY2012
SOLICITORS
Shook Lin & Bok LLP
PRINCIPAL BANKERS
DBS Bank Ltd
Hongkong and Shanghai Banking Corporation Limited
Oversea-Chinese Banking Corporation Limited
United Overseas Bank Limited
EMS Energy Limited (Co. Reg. No. 200300485D)
10 Tuas Avenue 11, Singapore 639076
T +65 6861 2722 E info@EMSenergy.com.sg
F +65 6861 5655 W www.EMSenergy.com.sg

EMS Energy Limited Annual Report 2013

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EMS Energy Limited Annual Report 2013

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Annual Report 2013

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