Hyflux AR2013 Cover FA02 OLinvestors.hyflux.com/misc/ar2013.pdf · 2014-04-09 · 0 10 20 50 40 30...

Sustainability

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OUR VISIONTo be the leading company the world seeks for innovative and effective environmental solutions.

OUR MISSION

meet our clients’ needs through innovation and technological advancement.

Annual Report 2013

2

Group Financial Highlights

(S$’000) 2009 2010 2011 2012 2013

Revenue (1) 524,621 561,580 460,188 654,766 535,790 (1) 82,954 100,413 61,704 76,168 51,623

74,291 88,885 55,725 64,713 42,896

75,036 88,510 53,027 60,994 44,026

365,244 502,501 920,591 860,593 882,574

(1) 1,009,931 1,228,102 1,887,210 2,189,704 2,396,505

393,402 514,507 935,567 877,029 886,292

(2) (3) 46.10 58.60 60.60 55.81 58.35

(3) (4) 9.51 10.52 4.30 4.43 2.42

(3) 3.33 4.17 2.77 3.20 2.30

(1) 14.3 15.8 11.5 9.3 8.2

(4) 20.5 17.6 7.1 8.0 4.1

(1) Joint Arrangements(2)

(3)

(4)

Key Financial Data

Group Revenue by Country & Region

FY09 (1)

13.0

FY10 (1) FY11 (1) FY12 (1) FY13

800

700

300

600

200

500

100

400

0

330.5

181.1

75.1

343.8

142.7

226.9

494.6

466.2

114.428.9

22.3118.9 131.347.3

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(1)

(2) FY2009 was restated to include the December 2010 issue of one bonus share for every two existing ordinary shares(3)

S$44.0m

(1) (2)(2)

4.1%(3)

(%)

FY09 FY10 FY11 FY12 FY130

1020

504030

60708090

100

75.0

88.5

53.044.0

61.0

2.42

9.5110.52

4.30 4.43


2

4

10

8

6

12

2.30

3.33

4.17

2.773.20

FY09 FY10 FY11 FY12 FY130.0

1.00.5

2.01.5

3.53.02.5

4.04.5


5

10

25

20

15

20.517.6

7.1 8.0

4.1

58.4

46.1

58.6 60.655.8


10

20

50

40

30

60

70

3

Annual Report 2013

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Sustainability

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Dear Stakeholders

Last year was an exciting period

Message from Executive Chairman & Group CEO

Annual Report 2013

6

Message from Executive Chairman & Group CEO

Our EPC teams have been busy commissioning a number of water plants in Singapore and the region … each commissioned plant contributes to the sustainability of water resources and the environment.

DELIVERING SUSTAINABLE SOLUTIONS

Over the last year, our EPC teams have been busy commissioning a number of water plants in Singapore and the region. Some of these plants have started contributing to our recurring income base. Regardless of the size, treatment capacity and application, each commissioned plant contributes to the sustainability of water resources and the environment.

Let me share with you how we have helped to address water shortage and water pollution issues in three of our key markets.

Tuaspring Desalination Plant (Tuaspring) by Prime Minister Mr Lee Hsien Loong on 18 September 2013 established

membrane-based desalination, particularly in a market considered to be among the most competitive in the world.

Tuaspring adds an additional 318,500 m3 of water per day

Together with SingSpring

also developed and is operating, both desalination plants are able to meet up to 25% of

demand. The start of operations at Tuaspring also proved to be

Singapore faced a prolonged dry spell.

Related to Tuaspring was the

desalination facility and the on-site 411 MW combined cycle gas turbine power plant which was completed on competitive terms – signifying a strong endorsement on the bankability

branding.

In China, we commissioned our largest wastewater treatment plant to date. The 150,000 m3/day capacity Zunyi Wastewater Treatment Plant in Guizhou Province is sited on an irregular plot of land on hilly terrain which posed challenges for the design and construction of the plant. We were able to complete the plant within a tight time frame, delivering a solution that surpassed the

water quality of the nearby river and the surrounding environment. As importantly, we were able to provide employment opportunities to the local community.

In India, we were responsible for

based water recycling plant in Surat, an industrial estate in the Gujarat state. The 40,000 m3/day plant treats wastewater into industrial grade water for re-use, thus providing a secure and reliable source of water for the industrial estate.

Sustainability

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BUILDING A SUSTAINABLE BUSINESS

We expect to experience a

enable us to start EPC works on

DIVIDEND

THANK YOU

OLIVIA LUM

& Group CEO

Annual Report 2013

8

Board of Directors

Mr Teo has been a Non-Executive

since December 2000. He is also the Chairman of the Nominating Committee and a member of the Audit, Remuneration and Risk Management Committees.

Mr Teo was admitted to the Singapore bar in 1983. He was a partner of Shook

with an international investment bank.

Mr Teo headed the Corporate Finance

years of legal practice, he has advised

investments as well as corporate law and regulatory compliance, particularly the listing and compliance requirements of companies listed on the Singapore

included foreign investment work in

Republic of China, India and the ASEAN countries. He retired as a senior partner

Mr Teo is also a director of Jadason

and left in 1989 to start up Hydrochem

expansion, and is responsible for policy and strategy formulation and corporate direction.

A former Nominated Member of

currently is a member of the Singapore-

the Singapore-Jiangsu Cooperation

also sits on the board at International Enterprise Singapore.

has received for her entrepreneurial achievements are: the Winner of the Regional Growth Award by Nihon Keizai

of Singapore.

OLIVIA LUM Executive Chairman

TEO KIANG KOK

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Mr Lee has been a Non-Executive

since December 2000. He is also the Chairman of the Audit and Risk Management Committees.

Mr Lee is a member of both the Institute of Singapore Chartered Accountants and the Institute of Chartered Accountants in England and Wales. He has more than 30 years of experience in accounting and auditing.

Mr Lee currently is a director of Kian Ho Bearings Ltd, Agria Corporation, IPC Limited, Lung Kee Metal Holdings Ltd and Armada Holdings Ltd.

Mr Gay has been a Non-Executive

Ltd since August 2001. He is also the Chairman of the Remuneration Committee, as well as a member of the Nominating, Audit and Investment Committees.

He sits on the Board of Governors of Temasek Polytechnic; Entrepreneurship Committee at the National University of Singapore; Board of Trustees of the United World College of South East Asia Foundation; Board of Heliconia Capital Management Pte Ltd; and Board of CapitaMall Trust Management Limited.

Mr Gay graduated from the Royal Military Academy (RMA), Sandhurst and Royal Military College of Science, Shrivenham, United Kingdom. He holds Honours degrees in Electronics Engineering from the Royal Military College of Science, Shrivenham and in Economics from the University of London, United Kingdom. He also has a Master of Business Administration from the National University of Singapore.

LEE JOO HAI Non-Executive Independent Director

GAY CHEE CHEONG Non-Executive Independent Director

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Board of Directors

Mr Tay has been a Non-Executive

since May 2011. He is also a member of the Risk Management Committee.

He is a public intellectual as well as private advisor to major corporations and policymakers. He is concurrently Chairman of the Singapore Institute

oldest think tank and founding member

international law at the National University of Singapore.

Mr Tay is also a Senior Consultant at

Organization.

Chairman of the National Environment

Singapore Volunteers Overseas. He continues to serve on several Singapore

change and security relations in the

Mr Tay graduated in law from the National University of Singapore (1986)

SIMON TAY Non-Executive Independent Director

Mr Murugasu has been a director of

Murugasu is also a member of the

Management Committees.

Previously Senior Vice President for

administration functions. Prior to joining

sector as well as with a foreign bank.

He holds an Honours degree in Computing Science from Imperial

CHRISTOPHER MURUGASU Non-Executive Independent Director

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Ltd since May 2011. He is a member of the Risk Management and Investment

Finance in May 2013 and oversees

investments and information technology Mr Kee holds a Bachelor of Commerce from McMaster University in

GARY KEE

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International Advisory Panel

LIU JINGSHENG

Senior Advisor

Ms Liu joined China International Capital Corporation Limited (CICC) in 1996 and currently serves as Senior Advisor. Previously, she was the Managing Director of CICC, Chairman and CEO of CICC (Singapore) Pte Ltd, and the Head of Strategy Research Department. Ms Liu worked in the Investment Banking Department for years, boasting rich experience in restructuring, reforming, listing and

and abundant client resources in energy and mining sector.

At CICC, Ms Liu led and participated in a number of restructuring, reforming and overseas listing projects in the energy, mining, and electricity sectors

which included China Shenhua Energy Company Limited, Huadian Power International Corporation Limited, Aluminum Corporation Of China Limited, PetroChina Company Limited and People’s Insurance Company of China. Of her many years in CICC, she had raised more than US$70 billion worth of funds in total. Before joining CICC, Ms Liu had been working in National Development and Reform Commission, People’s Republic of China for 11 years.

Ms Liu holds a Master’s degree in Developing Economics from Khon Kaen University Thailand, and a Bachelor’s degree in Planning Economics from Renmin University of China.

ABDEL HAKIM BENFERHAT

Senior Advisor

Mr Benferhat is a Senior Advisor/Counselor on Corporate Strategy, Development, Solution & Implementation and a Director at

of Switzerland.

Mr Benferhat’s expertise is in strategy development for corporate and government bodies. He has also

initiatives, including infrastructure

mergers and acquisitions and divestitures, and turnaround and change management.

Mr Benferhat has served as Lead Independent Counsel and provided legal advice to senior executives and boards of directors on complex business matters since 1996. He has also been a Special Advisor to

Algerian and international groups and companies in the Middle East and Africa that specialise in procurement, construction, engineering, public works as well as distribution.

Mr Benferhat has a Master in Business Administration in Marketing from Algiers University and a Bachelor of Arts with major in Economics from the University of Southern Europe.

YU-FOO YEE SHOON

Senior Advisor

politics in 2011, having been an elected Member of Parliament from 1984 to 2011. She was Minister of State for the Ministry of Community Development, Youth and Sports from August 2004

and Senior Parliamentary Secretary for the then Ministry of Community Development and Sports.

the National Trades Union Congress (NTUC), rising through the ranks to

at the labour movement. She was the

in social and volunteer work, she is

Chairman of the NTUC Ong Teng

She advises and sits on the boards of various organisations, including

council member of Hainan University, China. In 2011, she was accorded “NTUC Stalwart” award at the NTUC 50th Anniversary May Day celebrations.

in Business from the Nanyang Technological University and an Honorary Doctorate of Education from

Sustainability

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Key Management

OLIVIA LUM Executive Chairman & Group CEO

WONG LUP WAI Group EVP & Group COO

ZHAO QING Group Senior Managing Director & CEO, China

GARY KEE Executive Director, Corporate Finance

MILIND KUMAR Group Senior Managing Director

WINNIFRED HEAP Group Senior EVP & CEO, India

PETER WU Group Senior Managing Director

ZHAO PING Group Senior Managing Director & CEO, Galaxy NewSpring

LIM SUAT WAH Group EVP & Group CFO

KUM MUN LOCK Group Senior Managing Director

Annual Report 2013

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Algeria

Singapore

IndiaSaudi Arabia

China

Geographical Presence

Landmark Projects

Magtaa Desalination Plant, Algeria Capacity: 500,000 m3/day

Tuaspring Desalination Plant, Singapore Capacity: 318,500 m3/day

Souk Tleta Desalination Plant, Algeria Capacity: 200,000 m3/day

SingSpring Desalination Plant, Singapore Capacity: 136,380 m3/day

Tianjin Dagang Desalination Plant, China Capacity: 100,000 m3/day

Zunyi Wastewater Treatment Plant, China Capacity: 150,000 m3/day

1,300 400

Annual Report 2013

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Financial ReviewFor year ended 31 December

OVERVIEW

REVENUE

Group Revenue by Segment (1)

FY2012

FY2013

(S$ million) 2012 2013 % change

535.8

51.6

44.0

2.42

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1616

Financial Review

Revenue from China was 9% of the total revenue in FY2013 compared to 20% in FY2012 as a result of fewer expansion projects during the year.

Contributions from MENA remained at 4% for FY2013 which was similar to FY2012.

COSTS AND EXPENSES

Raw materials, consumables used and subcontractors’ costs decreased from S$397.0 million in FY2012 to S$275.8 million in FY2013 due to the completion of some major projects and improved cost management.

S$84.0 million in FY2012 to S$73.1 million in FY2013. This was in line with the completion of some of our major projects.

Finance costs increased by 29% from S$21.4 million in FY2012 to S$27.5 million in FY2013 with the higher

Depreciation, amortisation and impairment increased from S$23.7 million in FY2012 to S$42.1 million in FY2013 mainly due to an impairment of S$12.8 million arising from deconsolidation of subsidiaries and

Group Revenue by Region (1)

(S$ million)

China

MENA

Asia ex-China494.6(76%)

131.3(20%)

28.9(4%)

22.3(4%)

466.2(87%)

47.3(9%)

FY2012 FY2013

(1) FY2012 was restated due to adoption of the new Financial Reporting Standard 111 - Joint Arrangements

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our non-core business and technology related assets.

Other expenses increased from S$56.7 million in FY2012 to S$79.0 million in FY2013 as a result of higher utilities and professional fees incurred during

million.

Singapore.

EARNINGS PER SHARE

Basic and fully diluted earnings per

cents as compared to FY2012.

BALANCE SHEET REVIEW

Shareholders’ equity increased from S$860.6 million as at 31 December 2012 to S$882.6 million as at 31 December

strengthening of the US dollar and

to a gain on translation of foreign

and preference shares. The increase in

million as at 31 December 2012 to S$620.9 million as at 31 December 2013 as a result of the deployment of funds for projects. Non-current assets increased from S$1,302.4 million as at 31 December 2012 to S$1,775.6 million

Non-current liabilities rose from S$938.0 million as at 31 December 2012 to S$1,150.4 million as at 31 December

in the balances as at 31 December

rate unsecured notes issued under

2015 and 2019.

CASHFLOW AND LIQUIDITY

decreased from S$497.6 million as at 31 December 2012 to S$243.9 million as at 31 December 2013.

In FY2013, net cash of S$422.4 million

Excluding cash used in these projects, net cash generated from the operating

incurred mainly for capital expenditure

deconsolidation of subsidiaries in FY2013.

million and S$24.0 million for ordinary

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Operating Review

It marked another major step in the country’s journey towards water sustainability. The desalination plant which has a capacity of 318,500 m3/day delivers desalinated water to PUB over a 25-year period from 2013 to 2038. Desalinated water is one of Singapore’s Four National Taps, along with local catchment water, imported water and NEWater, Singapore’s own brand of reclaimed water. With the opening of the Tuaspring Desalination Plant, desalinated water from the country’s two desalination plants can meet up to 25% of Singapore’s current water demand.

ENGINEERING, PROCUREMENT, CONSTRUCTION (EPC)

2013 was a year of major EPC

completion of several large-scale water treatment projects around the world.

competence in providing customised, innovative and competitive solutions to address the water and wastewater challenges that our customers face.

In September 2013, our Tuaspring Desalination Plant was declared open

Prime Minister Lee Hsien Loong.

Reverse Osmosis Building at Tuaspring Desalination Plant, Singapore

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The EPC works on the on-site 411 MW combined cycle gas turbine power plant are progressing as planned with its completion dependent upon the operational readiness of the national power grid to connect to the plant. The power plant will enhance energy reliability for the desalination plant which currently obtains electricity from the grid.

At the end of the year in December

Tuaspring’s desalination and power

plants. The S$720 million 18-year term loan facility is provided by Maybank Singapore and Maybank Kim Eng Securities Pte Ltd, the lead arrangers, sole underwriters and bookrunners.

consortium partner Hitachi Ltd signed a water purchase agreement (WPA)

2013. The WPA is a 30-year concession and includes an estimated 3-year construction period. This followed the formalisation of the Co-developer Agreement between the consortium

and Dahej SEZ Limited in March 2012 to design, build, own and operate a 336,000 m3/day desalination plant in the Dahej Special Economic Zone in the state of Gujarat, India.

pre-treatment and reverse osmosis membrane technologies to treat the seawater into water suitable for industrial use.

The completion of several large-scale water treatment projects around the world demonstrates Hyflux’s competence in providing customised, innovative and competitive solutions to address the water and wastewater challenges that our customers face.

Magtaa Desalination Plant, Algeria

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Operating Review

The total project cost is estimated at US$600 million and will be funded through a combination of equity and

of the EPC services amounting to

3/day Magtaa Desalination Plant in Algeria and started the testing and commissioning

Plant in southern Zunyi City, Guizhou Province was commissioned in the

largest in China, can treat up to 3

brings the total designed capacity of

China including those under our joint

3

withdrew from two water projects at the

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Besides large-scale municipal projects, Hyflux has been undertaking industrial projects in countries such as Singapore, Malaysia, Indonesia and India that help industries develop stable, sustainable water supplies as well as meet wastewater discharge standards.

India’s largest membrane-based water recycling plant in Surat

take volume of the water. The exit from these two projects did not have any

Besides these large-scale municipal

industrial projects in countries such as Singapore, Malaysia, Indonesia and India that help industries develop stable, sustainable water supplies as well as meet wastewater discharge standards. This includes a technology package we delivered for India’s largest membrane-based water recycling plant which produces 40,000 m3/day of industrial grade water for Pandesara Industrial Estate in Surat. The technology package encompassed

the design, supply, installation, testing and commissioning of the membrane

for industrial and other non-potable applications.

We are also building an industrial wastewater treatment plant on Jurong Island in Singapore for TP Utilities.

At the end of FY2013, our EPC order book was S$732 million.

OPERATIONS AND MAINTENANCE (O&M)

Our order book for O&M was S$1.94 billion at the end of FY2013. Projects such as Tuaspring Desalination Plant

as well as some other smaller projects in Asia which were completed during the year have started contributing to our recurring income base. The O&M order book is a summation of future revenues of our portfolio of plants with concession periods ranging between 20 and 30 years.

We expect our O&M revenue to capture the full impact of our current portfolio of water projects by FY2016. In addition, we are also seeing rising recurring income streams from asset returns, membrane sales and other services. These will augment our EPC revenues.

Annual Report 2013

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Operating Review

INDUSTRY OUTLOOK

Despite expectations that improving economic conditions would drive investments in water infrastructure projects, 2013 remained a challenging year for the global water industry. The number of project delays and cancellations continued to outweigh the number of new projects coming into the market due to the fragility of the global economic recovery.

This economic climate has dampened the investment environment for large water projects, but the gap between the needs of the world’s growing population and the natural resources available keeps widening. More than one billion people currently have no access to

drinking water and close to 2.6 billion have no access to basic sanitation. Furthermore, rapid industrialisation, population growth and economic growth can only be sustained if reliable supplies of municipal and industrial water increase. Reliance on alternative renewable sources of water such as desalination and wastewater reuse will only increase as the over exploitation of natural freshwater resources continue to intensify. Global Water Intelligence estimates that the global water and wastewater treatment market is worth some US$177 billion (Global Water Markets 2014). The growth rates for capital expenditure on seawater desalination and on wastewater are expected to be

465

Dec 05 Dec 06 Dec 07 Dec 08 Dec 09 Dec 10 Dec 11 Dec 12 Dec 13

43530

601

435

166

1,117

863

254

1,480

1,145

335

1,848

748

1,100

1,378

423

955

1,874

931

943

2,897

1,025

1,872

2,670

732

1,9381,000

1,500

2,000

2,500

3,000

500

0

Order Book(S$ million)

EPC

O&M

Note:1. O&M order book is a summation of future revenues of our portfolio of plants over 20 – 30 year concession periods.2. Dec 13 EPC order book includes Dahej desalination project; WPA was signed in January 2013.3. Dec 13 O&M order book includes Tuaspring and Magtaa projects.

Sustainability

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19.2% and 5% per year respectively. Businesses are also expected to increase their investments in water and wastewater treatment technology equipment by 7.2% a year.

We see an improved outlook for the global water industry in 2014 with more water infrastructure projects being made available for public tenders.

PUB, Singapore’s national water agency, has called for a tender for another NEWater plant to meet growing water demand and strengthen the resilience of the country’s water supply. The plant, which will have a capacity of 228,000 m3/day, is to be completed by 2016 and will bring the number of

PUB’s long-term plans are to raise the capacity of NEWater and desalinated water to meet up to 80% of water demand by 2060.

The Chinese water sector will continue

shift in emphasis towards sustainable development and the implementation of more stringent water discharge standards to curb water pollution.

growth regions in China such as in Yunnan province where we signed two memoranda of understanding for the development of water projects in April 2013. We also seek to grow the channel sales for our membrane products and systems.

Beyond our established markets in Asia and Algeria, we are focusing on and actively tendering for desalination projects in the Middle East and Africa as governments begin to revive large-scale water infrastructure projects in recognition of pent-up demand. More projects are being put up for tender

to tap on private sector funding. We estimate that the total value of potential projects up for tender in our key markets is worth about US$8 billion based on the projected capacities.

Arabia to be closer to the Middle East market. In addition, we have extended

markets in the African continent and the Middle East.

We are also actively pursuing desalination and water recycling opportunities in the industrial water sector where projects typically have shorter project time frame.

With our technical expertise and ability

are in a strong position to provide

solutions to meet worldwide demand.

Annual Report 2013

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Operating Review

BUILDING A TOP-NOTCH DESALINATION PLANT

Singapore’s latest desalination plant triples the amount of desalinated water to meet up to 25% of the nation’s current water needs.

The streamers have been removed, the marquees taken down, the guests have long left. What has remained of that delightful evening on 18 September 2013 when some 1,000 guests gathered

Singapore’s latest seawater desalination plant is the banner welcoming the Prime Minister of Singapore as guest-of-honour to the event.

Welcome to Tuaspring Desalination Plant.

Now you hear the loud thumping sounds of the pumps as high pressure is applied to push feed water through the membranes. There are surprisingly few workers on any given day. The plant is fully automated and its 50-strong operations and maintenance team alternates in two shifts per day, seven days a week.

Delivering water to Singapore is a full-time commitment.

Tuaspring Desalination Plant Opening Ceremony

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The pre-treatment system features ®

®

Annual Report 2013

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Corporate SocialResponsibility

The diverse talents, experiences and perspectives of our people are our strength and inspiration for new ideas and innovation.

Sustainability

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HUMAN CAPITALGlobal Workforce

Annual Report 2013

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Corporate Social Responsibility

Tuaspring Desalination Plant, Singapore

example of the approach we take in developing our projects.

Tuaspring Desalination Plant has been designed to have minimal impact on marine life and the surrounding environment from the marine structures to the plant’s footprint. Before the start of construction of the desalination plant, a detailed environmental impact assessment study was conducted and the seawater quality was closely monitored during the construction period. In addition, Tuaspring Desalination Plant has a compact design which reduces footprint per cubic metre by more than 30% in

desalination plant. This is vital in a country like Singapore where land is scarce.

ENVIRONMENT

growing water needs in environmentally and socially responsible ways. Our water solutions ease the strain on water resources by enabling industries and communities to tap on non-traditional sources such as used water and seawater, and limit environmental impact by treating wastewater before it is released into the natural environment.

At the same time, we are also conscious about the impact of our operations on the environment. To reduce water and energy consumption, we employ technologies and processes to conserve water, optimise operations

newest desalination plant, Tuaspring Desalination Plant in Singapore, is an

Our water solutions ease the strain on water resources by enabling industries and communities to tap on non-traditional sources such as used water and seawater, and limit environmental impact by treating wastewater before it is released into the natural environment.

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We have also optimised the operational

®

HEALTH & SAFETY

Annual Report 2013

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Corporate Social Responsibility

COMMUNITY

Hyflux seeks to contribute in meaningful ways to the local communities in which we operate by supporting a variety of initiatives close to our heart ... we hope to make a positive difference in the lives of others by volunteering our time and skills in addition to corporate philanthropy.

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31

In November, we participated in the NTUC FairPrice Walk for Rice @ Southeast for a second time by

Innovation Centre to Gardens by the Bay. For every 100 m covered, NTUC FairPrice would donate a bowl of rice. We covered a total distance of 1,065.6 km and raised 10,656 bowls of rice that would be distributed to some 7,000 needy families.

Some 24 employees including four women gamely shaved their heads to raise money in support of the Children’s Cancer Society’s fundraiser Hair for Hope. More than S$1,000 was raised as a result.

premises to support the Singapore Red Cross Society in their regular blood donation drives. We helped promote

LEFT :

funds for the Children’s Cancer SocietyBELOW :

programme

the businesses and community in our neighbourhood. At a blood donation drive held in July 2013, 75 bags of

225 individuals. We intend to hold two

Innovation Centre.

We will continue to foster the spirit of volunteerism among our employees and cultivate long-term partnerships. Just as we have been able to grow through the opportunities that were presented to us in our early days, we hope to reciprocate and make a

by volunteering our time and skills in addition to corporate philanthropy.

Annual Report 2013

3232

InvestorRelations

2013 was another challenging year for the global water market as economic uncertainty continued to delay many planned municipal infrastructure

and investor relations team met the investment community throughout the year to keep them informed of key developments within the Group.

commercial operation of Tuaspring Desalination Plant and secured non-

the S$300 million perpetual capital securities issued in January 2014, we

capture the opportunities in our key markets.

by the principle of providing clear, consistent and timely information about

and business outlook to facilitate informed investment decisions, nurture

and foster strong, enduring relations with the investment community.

channels such as shareholder meetings,

the media, conference calls, investor conferences and the investor relations

materials to analysts and the media as well as annual reports are made

organise site visits to our projects in Singapore to provide analysts and investors with a better understanding of our capabilities.

dividend of 1.60 Singapore cents per ordinary share. This, together with the interim dividend of 0.70 Singapore cents paid earlier in the year, brings the total dividend for FY2013 to 2.30 Singapore cents per ordinary share.

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Table of Contents

34 Directors’ Report41 Statement by Directors42 Independent Auditors’ Report43 Statements of Financial Position45 Consolidated Income Statement46 Consolidated Statement of Comprehensive Income47 Consolidated Statement of Changes in Equity51 Consolidated Statement of Cash Flows53 Notes to the Financial Statements124 Corporate Governance Statement137 Supplementary Information138 Statistics of Shareholding140 Substantial Ordinary Shareholders

143 Corporate Information

Annual Report 2013

34

DIRECTORS

Olivia Lum Ooi Lin

Teo Kiang Kok

Lee Joo Hai

Christopher Murugasu

Simon Tay

DIRECTORS’ INTERESTS

Direct interest Deemed interest

Name of director and corporation in which interests are held

At beginningof the year

At endof the year

At 21 January

2014At beginning

of the yearAt end

of the year

At 21 January

2014

The Company

Ordinary shares

Olivia Lum Ooi Lin – – –

Teo Kiang Kok – – –

– – –




– – –

Christopher Murugasu – – –

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35

Direct interest Deemed interest

Name of director and corporation in which interests are held

At beginningof the year

At endof the year

At 21 January

2014At beginning

of the yearAt end

of the year

At 21 January

2014

The Company



Lee Joo Hai – – –

– – –




Lee Joo Hai – – –

– – –


Simon Tay – – –

– – –

Annual Report 2013

36

SHARE OPTIONS

Sustainability

37

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Annual Report 2013

38

Name of director

Options

granted for

year ended

31 December 2013

Aggregate options granted since

commencement of

Schemes to

31 December 2013

Aggregate options

commencement

of Schemes to

31 December 2013

Aggregate options

commencement

of Schemes to

31 December 2013

Aggregate options

outstanding as at

31 December 2013

2001 Scheme

Olivia Lum Ooi Lin – –

Teo Kiang Kok – –

Lee Joo Hai – –

– –

Christopher Murugasu – –

– –

Total –

2011 Scheme


Teo Kiang Kok – –

Lee Joo Hai – –

– –

Christopher Murugasu – –

Simon Tay – –

– –

Total – –

Sustainability

39

AUDIT COMMITTEE

Annual Report 2013

40

AUDITORS

Olivia Lum Ooi Lin

Teo Kiang Kok

Sustainability

41

Statement by Directors

Olivia Lum Ooi Lin

Teo Kiang Kok

Annual Report 2013

42

Members of the CompanyHyflux Ltd

Auditors’ responsibility

Opinion

Report on other legal and regulatory requirements

KPMG LLP

Singapore

Sustainability

43

Statements of Financial PositionAs at 31 December 2013

Group Company

Note

31 December

2013

31 December

2012

1 January

2012

31 December

2013

31 December

2012

$’000 $’000 $’000 $’000 $’000

Restated Restated

Non-current assets

– –

– –

arrangements – –

– – –

9

Other investments – – –

11 – –

Deferred tax assets 13 – –

Total non-current assets

Current assets

– –

– –

11 – –

Total current assets

Current liabilities

Loans and borrowings

Tax payable

Total current liabilities

Net current assets

Non-current liabilities

– – – –


Deferred tax liabilities 13 – –

Total non-current liabilities

Net assets

Annual Report 2013

44

Statements of Financial PositionAs at 31 December 2013

Group Company

Note

31 December

2013

31 December

2012

1 January

2012

31 December

2013

31 December

2012

$’000 $’000 $’000 $’000 $’000

Restated Restated

Equity

Capital reserve

– –

Hedging reserve – –

Total equity attributable to owners of the Company

Non-controlling interests – –

Total equity 19

Sustainability

45

Consolidated Income StatementYear ended 31 December 2013

Note 2013 2012

$’000 $’000

Restated

Other expenses

Tax expense

Owners of the Company

Earnings per share (cents)

Diluted earnings per share

Annual Report 2013

46

Consolidated Statement of Comprehensive IncomeYear ended 31 December 2013

2013 2012

$’000 $’000

Restated

–

–

Total comprehensive income for the year

Owners of the Company

Total comprehensive income for the year

Sustainability

47

Consolidated Statement of Changes in EquityYear ended 31 December 2013

Sha

reca

pita

l

Res

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for

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t ven

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s–

––

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for

the

year

––

–

Annual Report 2013

48


No

teS

hare

cap

ital

Res

erve

for

ow

nsh

ares

Cap

ital

rese

rve

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reig

ncu

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l eq

uity

attr

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ions

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ibut

ions

to

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ners

pay

able

19–

––

––

––

Sha

re O

ptio

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––

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Valu

e of

em

ploy

ee

iss

ue o

f sha

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ptio

ns–

––

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res

erve

––

––

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nges

in o

wne

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inte

rest

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ubsi

dia

ries

entr

ies

––

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Tota

l tra

nsac

tions

with

ow

ners

––

–

Sustainability

49


No

teS

hare

cap

ital

Res

erve

for

ow

nsh

ares

Cap

ital

rese

rve

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ncu

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up

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l co

mp

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com

e fo

r th

e ye

ar

––

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om

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ive

inco

me

for

fore

ign

oper

atio

ns–

––

––

–

––

––

––

–

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–

Sha

re o

f oth

er

joi

nt v

entu

res

––

––

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for

the

year

––

––

Annual Report 2013

50


No

teS

hare

cap

ital

Res

erve

for

ow

nsh

ares

Cap

ital

rese

rve

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reig

ncu

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sact

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ntri

but

ions

by

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istr

ibut

ions

to

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ners

19–

––

––

–

––

––

––

–

––

––

––

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Valu

e of

em

ploy

ee

iss

ue o

f sha

re o

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ns–

––

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erve

––

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nges

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tere

st

in

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sid

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es

sub

sidi

ary

––

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–33

3–

333

Tota

l tra

nsac

tions

with

o

wne

rs–

Sustainability

51

Consolidated Statement of Cash FlowsYear ended 31 December 2013

Note 2013 2012

$’000 $’000

Restated

–

–

–

–

39

–

Change in inventories

Change in trade and other payables

Cash from operating activities before service concession arrangement projects

Cash used in operating activities after service concession arrangement projects

Net cash used in operating activities

Annual Report 2013

52

Consolidated Statement of Cash FlowsYear ended 31 December 2013

Note 2013 2012

$’000 $’000

Restated

Additional investment in joint ventures

–

–

Net cash used in investing activities

Dividends paid

–

–

Net decrease in cash and cash equivalents

Cash and cash equivalents at 31 December

Sustainability

53

Notes to the Financial Statements

1 DOMICILE AND ACTIVITIES

Water

Renewable Resources Management

Energy

2 BASIS OF PREPARATION

2.1 Statement of compliance

2.2 Basis of measurement

Annual Report 2013

54


2.3 Functional and presentation currency

2.4 Use of estimates and judgements

2.5 Changes in accounting policies

Sustainability

55


Entities

Joint ArrangementsInterests in Other Entities

Joint arrangements

Annual Report 2013

56


As previouslyreported Adjustments As restated

$’000 $’000 $’000

–

–

Deferred tax assets

Overall impact on total assets


Tax payable

Deferred tax liabilities

Overall impact on total liabilities

Sustainability

57



$’000 $’000 $’000

–

–

Deferred tax assets

Overall impact on total assets


Tax payable

Deferred tax liabilities

Overall impact on total liabilities

Consolidated income statement for the year ended 31 December 2012


$’000 $’000 $’000

Other expenses

Tax expenses

–

Annual Report 2013

58



$’000 $’000 $’000

Movements in cash and cash equivalents

3 SIGNIFICANT ACCOUNTING POLICIES

3.1 Basis of consolidation

Business combinations

Sustainability

59


Acquisition of non-controlling interests

Subsidiaries

Loss of control

Joint arrangements

Associates

Annual Report 2013

60


Transactions eliminated on consolidation

3.2 Foreign currency

Foreign currency transactions

Foreign operations

Sustainability

61


3.3 Financial instruments

Annual Report 2013

62


Sustainability

63


Share capital

Ordinary shares

Annual Report 2013

64


Separable embedded derivatives

3.4 Property, plant and equipment

Recognition and measurement

Subsequent costs

Depreciation

Sustainability

65


3.5 Intangible assets

Goodwill

Research and development

Annual Report 2013

66


Service concession arrangements

Other intangible assets

Subsequent expenditure

Amortisation

3.6 Leased assets

Sustainability

67


3.7 Inventories

3.8 Gross amounts due for contract work

3.9 Impairment

Annual Report 2013

68


pro rata

Sustainability

69


3.10 Non-current assets held for sale

pro rata

Share-based payment transactions

Annual Report 2013

70


3.12 Provisions

3.13 Revenue

Construction revenue - Construction contracts and sale of plants under service concession arrangements

Operating and maintenance income

Sale of goods

Finance income

Sustainability

71


Others

3.14 Government grants

3.15 Lease payments

Determining whether an arrangement contains a lease

3.16 Finance costs

Annual Report 2013

72


3.18 Earnings per share

or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the

3.19 Segment reporting

Sustainability

73


3.20 New standards and interpretations not yet adopted

4 PROPERTY, PLANT AND EQUIPMENT

Plant andmachinery

Motorvehicles Computers equipment

Leasehold properties andimprovements

Furniture Construction-in-progress Total

Group $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

Cost

as previously stated

–

restated

191

Transfers – –

Disposals

restated

restated

Additions 191

Transfers – – 11 –

Disposals –

–

39

Annual Report 2013

74


Plant andmachinery

Motorvehicles Computers equipment

Leasehold properties andimprovements

Furniture Construction-in-progress Total

Group $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

Accumulated depreciation and impairment losses

as previously stated

–

as restated

–

Disposals –

– – – – – –

restated –

restated

year –

Disposals –

– – – – –

– –

93

Carrying amounts

as restated

as restated

Sustainability

75


ComputersFurniture

Total

$’000 $’000 $’000

Company

Cost

11

Accumulated depreciation

11

Carrying amounts

– – –

Estimation of residual values and useful lives of property, plant and equipment

Impairment loss

Annual Report 2013

76


Sensitivity to changes in assumptions

Completion of property, plant and equipment under construction

5 INTANGIBLE ASSETS

Goodwill

Intellectualproperty

rights Development

costsLicensing

fees Total

$’000 $’000 $’000 $’000 $’000

Group

Cost

– –

Additions – – –

Additions – internally developed – – –

– – –

Disposals –

–

Additions – – –

Additions – internally developed – – –

– 193

Sustainability

77


Goodwill

Intellectualproperty

rights Development

costsLicensing

fees Total

$’000 $’000 $’000 $’000 $’000

Group

Accumulated amortisation and impairment losses

– – –

–

– – –

Disposals –

– – –

–

Amortisation for the year –

131 –

–

Carrying amounts

–

Capitalisation of development costs

Recoverability of development costs

Annual Report 2013

78


Impairment loss on development costs

Estimation of useful lives of development costs

Impairment testing for cash-generating units (CGUs) containing goodwill

Sustainability

79


6 INTANGIBLE ASSETS ARISING FROM SERVICE CONCESSION ARRANGEMENTS

$’000

Group

Cost

Additions

Accumulated amortisation

–

Amortisation for the year

Carrying amounts

Singapore

Annual Report 2013

80


PRC

7 INVESTMENTS IN SUBSIDIARIES

Company

2013 2012

$’000 $’000

Loans to subsidiaries

Sustainability

81


Name of subsidiaryCountry of

incorporationOwnership

interest

2013 2012

% %

Held by the Company

Singapore

Singapore

TuaSpring Pte Ltd Singapore

Singapore

Singapore

Held through subsidiaries

# –# –

Algeria

Algeria

#

Annual Report 2013

82


8 INVESTMENTS IN JOINT VENTURES

Group Company

2013 2012 2013 2012

$’000 $’000 $’000 $’000

Restated

Name of joint ventureCountry of


interest

2013 2012

% %

Held by the Company

Singapore


Singapore

Hong Kong

Sustainability

83


2013 2012

NewSpringPte. Ltd

NewSpringPte. Ltd

Place of business PRC PRC

$’000 $’000

Net assets

93

Loss for the year

Total comprehensive income

2013 2012

$’000 $’000

Carrying amount of interests in joint ventures

Annual Report 2013

84


9 INVESTMENTS IN ASSOCIATES

Group Company

2013 2012 2013 2012

$’000 $’000 $’000 $’000

Name of associateCountry of


interest

2013 2012

% %

Held by the Company

SingSpring Trust Singapore


Tahlyat Myah Magtaa SPA Algeria

Singapore

2013 2012

$’000 $’000

Sustainability

85


10 OTHER INVESTMENTS

Group Company

2013 2012 2013 2012

$’000 $’000 $’000 $’000

Non-current investments

– –

11 FINANCIAL RECEIVABLES

Group

2013 2012

$’000 $’000

Restated

Non-current

Current

Total

12 TRADE AND OTHER RECEIVABLES

Group Company

2013 2012 2013 2012

$’000 $’000 $’000 $’000

Restated

Non-current

– –

– –

Annual Report 2013

86


Group Company

2013 2012 2013 2012

$’000 $’000 $’000 $’000

Restated

Current

– –

Prepayments

Deposits – –

– –

– –

– –

– –

– –

– –

Total

Sustainability

87


13 DEFERRED TAX ASSETS AND LIABILITIES

Unrecognised deferred tax assets

Group Company

2013 2012 2013 2012

$’000 $’000 $’000 $’000

Restated

Tax losses – –

– –

– –

Recognised deferred tax assets and liabilities

Assets Liabilities

2013 2012 2013 2012

$’000 $’000 $’000 $’000

Restated Restated

Group

– –

– –

– –

Annual Report 2013

88

Notes to the Financial StatementsB

alan

ce a

s at

1

Janu

ary

2012

, as

pre

vio

usly

stat

ed

Imp

act

of

chan

ges

inac

coun

ting

po

licy

Bal

ance

as

at1

Janu

ary

2012

, as

res

tate

d

Rec

og

nise

d in

rest

ated

(no

te 2

6)re

stat

ed

Bal

ance

as

at31

Dec

emb

er20

12, a

sre

stat

ed

Rec

og

nise

d

loss

(no

te 2

6)

chan

ges

inco

ntro

l of

cons

olid

ated

entit

ies

Bal

ance

as

at31

Dec

emb

er20

13

$’00

0$’

000

$’00

0$’

000

$’00

0$’

000

$’00

0$’

000

$’00

0

Gro

up

––

–

––

–

arra

ngem

ents

––

––

––

–

–

Sustainability

89


14 GROSS AMOUNTS DUE FOR CONTRACT WORK

Group

Note 2013 2012

$’000 $’000

Restated

Progress billings

15 INVENTORIES

Group

2013 2012

$’000 $’000

Restated

Work in progress

Annual Report 2013

90


16 CASH AND CASH EQUIVALENTS

Group Company

Note 2013 2012 2013 2012

$’000 $’000 $’000 $’000

Restated

Deposits pledged

17 TRADE AND OTHER PAYABLES

Group Company

Note 2013 2012 2013 2012

$’000 $’000 $’000 $’000

Restated

Non-current

Derivatives – – –

Current

Trade payables – –

– –

Other payables

– – 39

– –

– –

– –

Total

Sustainability

91


18 LOANS AND BORROWINGS

Group Company

Note 2013 2012 2013 2012

$’000 $’000 $’000 $’000

Restated

Non-current liabilities

– –

Current liabilities

– –

– –

– –

Total

Annual Report 2013

92


19 CAPITAL AND RESERVES

Share capital

Ordinary shares CPS*

2013 2012 2013 2012

No. of shares No. of shares

’000 ’000 ’000 ’000

Group and Company

On issue at 1 January

– –

– – –

Sustainability

93


Ordinary shares

CPS

Group and Company

2013 2012

$’000 $’000

Reserve for own shares

Annual Report 2013

94


Capital reserve

Foreign currency translation reserve

Hedging reserve

Employees’ share option reserve

Sustainability

95


Dividends

For the year ended 31 December

Group and Company

2013 2012

$’000 $’000

Group and Company

2013 2012

$’000 $’000

20 SHARE-BASED PAYMENT

Description of the share-based payment arrangements

Share option scheme (equity-settled)

Annual Report 2013

96


Disclosure of share option scheme

Weightedaverage

priceNumber

of options

Weightedaverage

priceNumber

of options

2013 2013 2012 2012

$ $

Outstanding at 1 January

– –

Inputs for measurement of grant date fair values

Fair value of share options and assumptions

Date of grant of options 5 March 2013

Sustainability

97


21 FINANCIAL INSTRUMENTS

Credit risk

Group Company

Note 2013 2012 2013 2012

$’000 $’000 $’000 $’000

Restated

11 – –

– –

Group Company

2013 2012 2013 2012

$’000 $’000 $’000 $’000

Restated

– –

– –

Subsidiaries – –

Joint ventures

Others

Annual Report 2013

98


Impairment losses

Gross Impairment Gross Impairment

2013 2013 2012 2012

$’000 $’000 $’000 $’000

Restated Restated

Group

– –

– –

– –

Company

– –

Group

2013 2012

$’000 $’000

Restated

At 1 January

–

–

Sustainability

99


Cash and cash equivalents

Liquidity risk

Carryingamount

Contractual Within1 year

From 2 to 5 years

More than5 years

$’000 $’000 $’000 $’000 $’000

Group

2013

Bank overdraft – –

Variable interest rate loans

Trade and other payables* – –

2012 (restated)



Trade and other payables* – –

Annual Report 2013

100


Carryingamount

Contractual Within1 year

From 2 to 5 years

More than5 years

$’000 $’000 $’000 $’000 $’000

Company

2013

Variable interest rate loans –

Trade and other payables – –

2012

Variable interest rate loans –


Currency risk

2013 2012

US dollars Euro US dollars Euro

$’000 $’000 $’000 $’000

Restated

Group

– –

Loans and borrowings – –

Trade and other payables

– –

Sustainability

101


2013 2012

US dollars Euro US dollars Euro

$’000 $’000 $’000 $’000

Company

Loans and borrowings – –


Group Company

Equity Equity

$’000 $’000 $’000 $’000

31 December 2013

– –

–

31 December 2012 (restated)

– –

–

Annual Report 2013

102


Interest rate risk

Group Company

Nominal value Nominal value

2013 2012 2013 2012

$’000 $’000 $’000 $’000

Restated


– – –

– – –

Variable rate instruments


– – –

Sustainability

103


Equity

75 bp increase

75 bp decrease

75 bp increase

75 bp decrease

$’000 $’000 $’000 $’000

Group

31 December 2013

Variable rate instruments – –

31 December 2012

– –

Company

31 December 2013


31 December 2012


Annual Report 2013

104


NoteDesignated at fair value

Loans and receivables

Fair value– hedging

instruments

Other

liabilitieswithin thescope of

FRS 39

Total carryingamount Fair value

Group $’000 $’000 $’000 $’000 $’000 $’000

31 December 2013

– – –

– – –

11 – – –

– – –

Other investments – – –

– –

– – –

– – –

– – –

Trade and other payables# – – –

Derivatives – – –

Bank overdraft – – –

– –

#

Sustainability

105


NoteDesignatedat fair value

Loans andreceivables

Other


FRS 39

Totalcarryingamount Fair value

$’000 $’000 $’000 $’000 $’000

Group Restated Restated Restated Restated Restated

31 December 2012

– –

– –

11 – –

– –

– –

– –

– –

– –

Trade and other payables# – –


– –

#



Other


FRS 39


Company $’000 $’000 $’000 $’000 $’000

31 December 2013

– –

– –

Other investments – –

–

– –

– –


– –

Annual Report 2013

106




Other


FRS 39


Company $’000 $’000 $’000 $’000 $’000

31 December 2012

– –

– –

– –

– –

– –


– –

Interest rates used for determining fair value

Group

2013 2012

Fair value hierarchy

Sustainability

107


Financial assets and liabilities carried at fair value

Level 1 Level 2 Level 3 Total

$’000 $’000 $’000 $’000

Group*

31 December 2013


Derivatives – –

–

Company*

31 December 2013


– –

Financial assets and liabilities not carried at fair value but for which fair values are disclosed

Level 1 Level 2 Level 3 Total

$’000 $’000 $’000 $’000

Group

31 December 2013

– –

– –

– –

– –

31 December 2012

– –

– –

– –

– –

Company

31 December 2013

– –

31 December 2012

– –

Annual Report 2013

108


Level 3 fair values

Group Company

Otherinvestments

Otherinvestments

$’000 $’000

– –

–

–

22 LOSS OF CONTROL IN CONSOLIDATED ENTITIES

Note Group

$’000

Trade and other payables

Tax payable

–

Sustainability

109


23 REVENUE

Group

2013 2012

$’000 $’000

Restated

Sale of goods

Others

24 FINANCE COSTS

Group

2013 2012

$’000 $’000

Restated

Annual Report 2013

110


25 PROFIT BEFORE INCOME TAX

Group

2013 2012

$’000 $’000

Restated

–

–

39

Operating lease expense

Sustainability

111


26 TAX EXPENSE

Group

2013 2012

$’000 $’000

Restated

Current year

Tax expense

Reconciliation of effective tax rate

Annual Report 2013

112


27 EARNINGS PER SHARE

Basic earnings per share

Group

2013 2012

$’000 $’000

Dividends on CPS

Weighted average number of ordinary shares

2013 2012

’000 ’000

–

Diluted earnings per share

Group

2013 2012

’000 ’000

Sustainability

113


28 SEGMENT REPORTING

(a) Operating segments

Industrial

(b) Geographical segments

Annual Report 2013

114


Information about reportable segments

Municipal Industrial All other segments Total

2013 2012 2013 2012 2013 2012 2013 2012

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

Restated Restated Restated Restated

External revenues

– –

– 1

– –

and impairment

Operating lease expenses

– –

Capital expenditure

Sustainability

115


2013 2012

$’000 $’000

Restated

Revenues

Total revenue for reportable segments

Other revenue

Consolidated revenue

Assets

Total assets for reportable segments

Other assets

Consolidated total assets

Liabilities

Total liabilities for reportable segments

Other liabilities

Consolidated total liabilities

Reportablesegment

totals ReconciliationsConsolidated

totals

$’000 $’000 $’000

Other material items in 2013

*

*

Capital expenditure ^

^

Annual Report 2013

116


Reportablesegment

totals ReconciliationsConsolidated

totals

$’000 $’000 $’000

Other material items in 2012 (restated)

*

*

Capital expenditure ^

^

Geographical information

RevenuesNon-current

assets

$’000 $’000

31 December 2013

31 December 2012 (restated)

29 DETERMINATION OF FAIR VALUES

Property, plant and equipment

Sustainability

117


Intangible assets

Other investments

Trade and other receivables

Derivatives

Share-based payment transactions

Annual Report 2013

118


30 FINANCIAL RISK MANAGEMENT

market risk

Risk management framework

Credit risk

Sustainability

119


Guarantees

Liquidity risk

Market risk

Capital management

Group

2013 2012

$’000 $’000

Restated


Annual Report 2013

120


31 OPERATING LEASES

Leases as lessor

Group

2013 2012

$’000 $’000

Within one year

Sustainability

121


Leases as lessee

Group

2013 2012

$’000 $’000

Restated

Within one year

32 CAPITAL COMMITMENTS

33 CONTINGENCIES

Annual Report 2013

122


Provision, Contingent Liabilities and Contingent Assets

34 RELATED PARTIES

Transactions with key management personnel

Key management personnel

Group

2013 2012

$’000 $’000

Sustainability

123


Other related party transactions

Transaction value for the year ended

31 DecemberBalance outstanding as at 31 December

2013 2012 2013 2012

$’000 $’000 $’000 $’000

Group

Joint venture

Associates

–

35 SUBSEQUENT EVENTS

Annual Report 2013

124

Corporate Governance Statement

INTRODUCTION

Company Group

Code

Statement

SGX-ST

A. BOARD MATTERS

Board

Sustainability

125


Board of Directors

Audit Committee

Nominating Committee

Remuneration Committee

Risk Management Committee

Name of Directors

No. of Meetings

Held

No. of Meetings Attended

No. of Meetings

Held


No. of Meetings

Held


No. of Meetings

Held


No. of Meetings

Held


Olivia Lum Ooi Lin

Teo Kiang Kok 3 3 1

Lee Joo Hai 1 1


Simon Tay3* 1 1*

Mitta1

3 3 1 1

1

3

Annual Report 2013

126


Composition of Board and Board Committees

Name of Directors BoardAudit

CommitteeNominating Committee



InvestmentCommittee

Olivia Lum Ooi Lin Member Chairman

Teo Kiang Kok Lead Member Chairman Member Member

Lee Joo Hai Chairman Chairman

Member Member Chairman Member

Christopher Murugasu Member Member Member

Simon Tay Member

Member Member

Sustainability

127


NC

Ms Olivia Lum Ooi LinMr Christopher Murugasu

Annual Report 2013

128


Sustainability

129


B. REMUNERATION MATTERS

RC

Mr Teo Kiang Kok

Mr Christopher Murugasu

Annual Report 2013

130


AGM

Salary Bonus FeesEmployees’ Share

option SchemeAllowances and

Total

DIRECTORS

Between S$1,000,000 to S$1,250,000

Olivia Lum Ooi Lin

Between S$250,000 to S$500,000

Below S$250,000

Teo Kiang Kok

Lee Joo Hai


Simon Tay

Salary Bonus FeesEmployees’ Share

option SchemeAllowances and

Total

TOP FIVE KEY EXECUTIVES

S$750,000 to S$1,000,000

Sam Ong³

Below S$750,000

Winnifred Heap

Lim Suat Wah

Wong Lup Wai

Oon Jin Teik

Sustainability

131


ESOS

Immediate Family members of Directors

C. ACCOUNTABILITY AND AUDIT

AC

Annual Report 2013

132


RMC

Mr Teo Kiang KokMr Simon TayMr Christopher Murugasu

Mr Teo Kiang Kok

Sustainability

133


matters relating to the resignation or removal of the auditors and to approve the remuneration and terms of engagement of the external

Annual Report 2013

134


D. SHAREHOLDER RIGHTS AND RESPONSIBILITY

Sustainability

135


INVESTMENT COMMITTEE

IC

MANAGEMENT COMMITTEE

Ms Winnifred HeapMs Lim Suat WahMr Wong Lup Wai

Mr Peter Wu

Mr Milind Kumar

Annual Report 2013

136


DEALING IN SECURITIES

MATERIAL CONTRACTS

INTERESTED PARTY TRANSACTION

Sustainability

137

Supplementary Information

MAJOR PROPERTIES

Description LocationSite area

(sqm)total lettablearea (sqm) Tenure

Group’s

interest (%)

building

warehouse building

Pudong Shanghai

Huludao City

Annual Report 2013

138

Statistics of ShareholdingsAs at 18 March 2014

ORDINARY SHARES

Class of ordinary shares Ordinary shares

Voting rights One vote per ordinary share

Total number of issued ordinary shares

DISTRIBUTION OF ORDINARY SHAREHOLDINGS

Size of Shareholdings

No. ofOrdinary

Shareholders %

No. of ordinary

treasury shares) %

1 999 391

and above

TWENTY LARGEST SHAREHOLDERS

S/No. Name No. of Shares %

1 Olivia Lum Ooi Lin

3

Murugasu Deirdre

9

11

13

19 Lee Pineapple Company Pte Ltd

Lee Seng Tee

Sustainability

139

Statistics of ShareholdingsAs at 18 March 2014

6% CUMULATIVE NON-CONVERTIBLE NON-VOTING PERPETUAL CLASS A PREFERENCE SHARES

DISTRIBUTION OF PREFERENCE SHAREHOLDINGS

Size of Shareholdings

No. of Preference

Shareholders %

No. of Preference

Shareholders %

1 999

11

TWENTY LARGEST PREFERENCE SHAREHOLDERS

S/No. Name

No. ofPreference

Shares %

1

3

9

11

13

19

Annual Report 2013

140

Substantial Ordinary ShareholdersAs at 18 March 2014

Name of Shareholder Direct Interest Deemed Interest %

Olivia Lum Ooi Lin1

3

1

3

Sustainability

141

Hyflux Group of Companies

Singapore

Kallang Spring Pte Ltd

SingSpring TrustTuaSpring Pte Ltd

People’s Republic of China

Annual Report 2013

142

Hyflux Group of Companies

Hong Kong

British Virgin Islands

Spring Environment Ltd

Europe

Netherlands

Netherlands Antilles

India

Swarnim DahejSpring Desalination Private Limited

Malaysia

Middle East and Africa

Algeria

Tahlyat Myah Magtaa SPA

Nigeria

Cayman Islands

Sustainability

143

Corporate Information

BOARD OF DIRECTORS

MANAGEMENT COMMITTEE

Winnifred HeapLim Suat WahWong Lup Wai

Peter Wu

Milind Kumar

COMPANY SECRETARY

REGISTERED OFFICE

AUDITORS

Hong Leong Building

REGISTRAR

Audit Committee

Teo Kiang Kok

Nominating Committee

Olivia Lum Ooi Lin



Teo Kiang KokChristopher Murugasu


Teo Kiang KokSimon Tay Christopher Murugasu

Investment CommitteeOlivia Lum Ooi Lin

Annual Report 2013

144

Corporate Information

BANKERS

Bangkok Bank Building

Bank of China Building

DBS Bank Ltd

Centre Tower 3

The Hongkong and Shanghai Banking Corporation Limited

HSBC Building

Malayan Banking Berhad

Maybank Tower

Limited

OCBC Centre

Standard Chartered Bank

Centennial Tower

BEA Building

South Tower

HYFLUX LTDCompany Registration No. 200002722Z(Incorporated in the Republic of Singapore with limited liability)

PROXY FORM(Please see notes overleaf before completing this Form)

I/We, (Name and NRIC No.)of (Address)

Name NRIC/Passport No. Proportion of Shareholdings

No of Shares %

Address

and/or (delete as appropriate)

Name NRIC/Passport No. Proportion of Shareholdings

No of Shares %

Address

in demanding a poll and to vote on a poll.

No. Resolutions To be used on ashow of hands

To be used in theevent of a poll

For* Against* No. of Votes For**

No. of Votes Against**

Ordinary Business

Adoption of Directors’ Report and Audited Accounts2 Declaration of Dividends3

5 Approval of Directors’ fees6Special Business

7 Authority to issue shares up to 50 per cent (50%) of the issued ordinary shares in the capital of the Company

8 Renewal of Preference Share Mandate9 Renewal of Share Purchase Mandate

please indicate the number of votes as appropriate.

Signature(s) of Shareholder(s), Common Seal of Corporate Shareholder

Report is forwarded to them at the request of the CPF Approved Nominees

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

to vote on their behalf.

Total Number of Shares held

NOTES:

in your name in the Register of Members, you should insert that number of Shares. However, if you have Shares entered against your name in the Depository Register and Shares registered in your name in the Register of Members, you should insert the aggregate number of Shares entered against your name in the Depository Register and registered in your name in the Register of Members. If no number is

The Company SecretaryHYFLUX LTD

fold along this line (2)

PostageStamp

Annual Report 2013

1

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN Company”)

AS ORDINARY BUSINESS

Resolution 1

Resolution 2

Resolution 3

Resolution 4

Resolution 5

Resolution 6

AS SPECIAL BUSINESS

Annual Report 2013

NOTICE OF ANNUAL GENERAL MEETING (CONT’D)

Resolution 7

Listing Manual

Instruments”) that

Annual Report 2013

Resolution 8


Annual Report 2013

Resolution 9

Companies Act

Appendix 2

Relevant Period

To transact any other ordinary business which may properly be transacted at an Annual General Meeting.

Lim Poh Fong


Annual Report 2013

Explanatory Notes:

Meeting”)


Annual Report 2013

EXPLANATORY NOTES (CONT’D)

Annual Report 2013

NOTICE IS HEREBY GIVENCompany

NOTICE OF BOOKS CLOSURE

Annual Report 2013

SUMMARY SHEET FOR RENEWAL OF SHARES PURCHASE MANDATE

SGX-ST

(A) SHARES PURCHASED IN THE PREVIOUS TWELVE MONTHS

Latest Practicable Date CompanyGroup

Shares

(B) RENEWAL OF THE SHARES PURCHASE MANDATE

(C) RATIONALE FOR THE SHARES PURCHASE MANDATE

APPENDIX 1

Annual Report 2013

(D) FINANCIAL IMPACT OF THE PROPOSED SHARES PURCHASES

Treasury Shares”) in Act

APPENDIX 1 (CONT’D)

Annual Report 2013

inter alia


Annual Report 2013

11

Market Purchases and Off-Market Purchases and held as Treasury Shares or cancelled

Group before Shares

purchase(S$’000)

Group after

Shares purchase(S$’000)

Company before Shares

purchase(S$’000)

Company after

Shares purchase(S$’000)

As at 31 December 2013

Financial Ratios


Annual Report 2013

(E) CONSEQUENCES OF SHARES PURCHASES UNDER THE SINGAPORE CODE ON TAKE-OVERS AND MERGERS


Annual Report 2013

Ordinary Shareholdings

Direct Interest Deemed Interest Total Interest

DirectorsNumber of

Shares%

Number of Shares

%Number of

Shares%

NOTES:

Class A Preference Shareholdings*

Direct Interest Deemed Interest Total Interest

Directors

Number of Shares

%Number of

Shares%

Number of Shares

%

*


Annual Report 2013

NOTES:


Annual Report 2013

It should be noted that approving the Shares Purchase Mandate will constitute a waiver by the shareholders in respect of their rights to receive a general

substantial shareholders at the required price, which shall be determined in accordance with the relevant provisions of the Take-over Code.

(F) MISCELLANEOUS


Annual Report 2013


Annual Report 2013

(G) DIRECTORS’ RESPONSIBILITY STATEMENT

(H) SHAREHOLDERS WHO WILL ABSTAIN FROM VOTING

(I) DIRECTORS’ RECOMMENDATION

(J) TAXATION


Annual Report 2013

(K) DOCUMENTS FOR INSPECTION


Annual Report 2013

APPENDIX 2

GUIDELINES ON SHARES PURCHASES

1. SHAREHOLDERS’ APPROVAL

2. MODE OF PURCHASE

Annual Report 2013

3. FUNDING OF SHARES PURCHASES

4. TRADING RESTRICTIONS

5. PRICE RESTRICTIONS

6. OFF-MARKET PURCHASES


Annual Report 2013


Annual Report 2013

7. STATUS OF PURCHASED SHARES


Annual Report 2013

8. NOTIFICATION TO ACCOUNTING AND CORPORATE REGULATORY AUTHORITY (“ACRA”)

9. NOTIFICATION TO THE SGX-ST

10. SUSPENSION OF PURCHASE


Annual Report 2013


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