The Singapore Merchant Bankers' Association

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					SINGAPORE INVESTMENT BANKING ASSOCIATION

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Twenty-Seventh Annual General Meeting of Singapore Investment Banking Association will be held at The Fullerton Singapore, The Ballrooms 1 and 3, 1 Fullerton Square, Singapore 049178 on 17 May 2002 at 11:30 am for the following purposes: 1. 2. 3. 4. 5. To confirm the Minutes of the Twenty-Sixth Annual General Meeting held on 24 May 2001. To receive the Report of the Council : Rule 19(a). To receive and adopt the audited Balance Sheet and Accounts for the year ended 31 December 2001 : Rule 19(a). To appoint Auditors for 2002 : Rule 19(b). To consider any resolutions which may have been duly submitted to the meeting in accordance with Rule 21 of the Constitution of the Association : Rule 19(c). To elect six (6) Council Members : Rules 12(ii), (iii) and 19(b).

6.

By Order of the Council

26 April 2002

Lim Eng Ai (Mrs) Executive Secretary

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SINGAPORE INVESTMENT BANKING ASSOCIATION

CONTENTS

Page Council Members Opening Speech Report of the Council Auditors' Report Statement of Income and Expenditure Balance Sheet Statement of Changes in Fund Balance Notes to the Financial Statements List of Members 3 5 7 19 20 21 22 23 26

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SINGAPORE INVESTMENT BANKING ASSOCIATION

COUNCIL MEMBERS (2001/2002) Dexia BIL Asia Singapore Limited (Chairman Bank) DBS Bank (Deputy Chairman/Treasurer Bank) ABN AMRO Asia Merchant Bank (S) Ltd (resigned as of Jan 02) ANZ Singapore Limited Citicorp Investment Bank (Singapore) Limited

REPRESENTED BY Mr Han Eng Juan Mr Chan Geok Chye Mr Kan Shik Lum Mr Stephen Finch Mr Geoffrey McDonald (resigned Dec 01) Mr Bill Foo Mr Glenn Porritt Mr Lui Chong Chee (resigned Sep 01) Mr Ronald Low Ms Cynthia Teong Mr Loh Boon Chye Mr Raymond Koh Mr Lee Siew Chiang Mr Tan Chong Lee Mr Tim Jennison Mr Ronald Ong Mr Nigel Jones Mr Mark Greaves Mr John Chan Ms Pauline Low

Deutsche Bank AG Dresdner Bank AG ING Bank N.V. Morgan Stanley Dean Witter Asia (Singapore) Pte N.M. Rothschild & Sons (Singapore) Limited Societe Generale Asia (Singapore) Ltd

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EXECUTIVE SECRETARY Mrs Lim Eng Ai AUDITORS PricewaterhouseCoopers Certified Public Accountants BANKERS The Development Bank of Singapore Ltd Raffles Place Branch 22 Malacca Street #01-00 DBS Securities Building Singapore 048980 REGISTERED OFFFICE 24 Raffles Place #16-02 Clifford Centre Singapore 048621

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OPENING SPEECH BY MR HAN ENG JUAN, CHAIRMAN OF SIBA, AT THE 26TH ANNUAL GENERAL MEETING LUNCHEON HELD ON 24 MAY 2001 AT RAFFLES HOTEL, SINGAPORE

Distinguished guests from the MAS, fellow members of SIBA, ladies and gentlemen, Good afternoon, Let me extend a warm welcome to our VIP guests from the MAS, Ms Yeo Lian Sim, Mrs Foo-Yap and Ms Teo Swee Lian. Mr Tharman extends his apologies for not being able to be with us. We appreciate your joining us at this luncheon as this affords an opportunity for our members to interact with you. Following the conclusion of the AGM, the new Council met briefly to elect the following member banks to hold office for the coming year: - Dexia BIL Asia Ltd as Chairman Bank Dexia BIL is represented by myself - DBS Bank as Deputy Chairman and Treasurer Bank DBS is represented by Mr Kan Shik Lum and Mr Stephen Finch Both DBS Bank and ourselves would like to thank you for your confidence in entrusting us to serve in our respective capacity. Two of our Council members, HSBC Investment Bank and Daiwa Securities SB Capital Markets Singapore Ltd have decided not to stand for re-election this year. I would like to place on record our appreciation for their past contributions. I would like to welcome two banks which have come forth to serve in the new Council. They are ANZ Singapore Ltd represented by Mr Bill Foo and Deutsche Bank represented by Mr Loh Boon Chye. I would just like to highlight two significant events during the past year. In September last year, SIBA celebrated its 25th Anniversary with a well-received and successful public lecture by Professor Robert Mundell (the 1999 Nobel Economics Laureate), a gala dinner and the establishment of a perpetual sponsorship of a Gold Medal Award to the top student in the Banking and Finance Course of the Nanyang Business School, NTU. In March this year, the Association organised the first ever Bond Investment Fair on the initiative of the MAS. The Debt Market Committee was responsible for organising the Fair which was attended by 18,000 members of the public. Our thanks go to Mr Loh Boon Chye and Mr Stephen Finch for organising this successful Fair. With the support of the MAS, this will be an on-going process to educate and broaden the investment horizon of the investing public. With the support of member banks, particularly, in volunteering the services of their staff to serve on the various committees, I believe SIBA will be able to achieve its mission of: - representing the interest of member banks, particularly in the areas of investment banking and debt and capital market;

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- supporting the Monetary Authority in developing these and other new innovative financial activities in its relentless drive to sustain Singapore as a leading international financial centre. Thank you.

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REPORT OF THE COUNCIL

On behalf of Council, the Chairman is pleased to present to members this Report on the activities of the Association during its term of office following the election at the Twenty-Sixth Annual General Meeting ("AGM") held on 24 May 2001 together with the audited accounts for the year ended 31 December 2001. 1. COUNCIL MEMBERS FOR 2001/2002

Four Council members were elected to serve a new two-year term (2001/2003) at the Twenty-Sixth AGM. They were: 1. 2. N.M. Rothschild & Sons (Singapore) Limited Societe Generale Asia (Singapore) Ltd

New Council Members 3. 4. ANZ Singapore Limited Deutsche Bank AG

The following Council members remained to serve the second year of their two-year term (2000/2002). They were: 1. 2. 3. 4. 5. 6. 7. ABN AMRO Asia Merchant Bank (S) Ltd (resigned 1 Jan 02) Citicorp Investment Bank (Singapore) Limited DBS Bank Dexia BIL Asia Singapore Limited Dresdner Bank AG ING Bank N.V. Morgan Stanley Dean Witter Asia (Singapore) Pte

Daiwa Securities SMBC Singapore Limited did not stand for re-election and the resignation of HSBC Investment Bank plc has been noted. The new Council met immediately after the Annual General Meeting for the purpose of electing the Chairman and Deputy Chairman/Treasurer Banks. Dexia BIL Asia Singapore Limited was re-elected as Chairman Bank and DBS Bank was elected as Deputy Chairman/Treasurer Bank respectively for 2001/2002. 2. MEMBERSHIP

As at 1 January 2001, SIBA had 56 members. Since then 6 member banks resigned, and 2 new banks joined, resulting in a membership strength of 52 as at 31 December 2001. Resignation 1. 2. 3. 4. 5. Bank of Montreal Asia Limited Credit Lyonnais (Singapore) Merchant Bankers Limited HSBC Investment Bank plc Lazard Asia Ltd National Bank of Canada (Asia) Limited

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6.

Westpac Singapore Limited

New Member Banks Date of Joining 1. 2. 3. SBI E2-Capital Pte Ltd KBC Bank (Singapore) Limited COUNCIL MEETINGS 2 Jan 01 11 May 01

Council meetings were held once every three months and at times more frequently where necessary. 4. STANDING COMMITTEES (2001/2002)

The five Standing Committees and their members are listed here below: Tax 1. 2. 3. 4. 5. Dresdner Bank AG CIBC Asia Limited Daiwa Securities SMBC Deutsche Bank AG HSBC Corporate Finance 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. ABN AMRO Asia Merchant Bank ANZ Singapore Limited Dexia BIL DBS Capital Markets HSBC Citicorp Investment Bank N.M. Rothschild & Sons OCBC Bank UOB Asia Tokyo-Mitsubishi Banking Practices & Regulations 1. 2. 3. 4. 5. 6. 7. Dexia BIL HSBC Merrill Lynch SEBanken Daiwa Securities SMBC Dresdner Bank AG Barclays Bank Debt Capital Market 1. Deutsche Bank AG Represented By Ms Irene Yeo/ Ms Margaret Goh Ms Veronica McCann Mrs Soh Liam Kiat Ms Woo Soot Liang Ms Victoria Cheong Represented By Mr Geoffrey McDonald (resigned Dec 01) Mr Bill Foo Mr John Lim Mr Tan Jeh Wuan Mr Harry Naysmith Mr Ronald Low Mr Philip Lau Ms Wong Bee Eng Mr Soon Boon Siong Mr Gerald Ong Represented By Ms Wong Foong Har Mrs Sim Suh-Ting Ms Delphine Goh Mrs Kee Chin Fah Mrs Soh Liam Kiat Mr Dennis Lim/ Mr Gerald Tan Mr Lee Han Chwee Represented By Mr Loh Boon Chye

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2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14.

Daiwa Securities SMBC DBS Bank UOB Asia Standard Chartered Bank Tokyo-Mitsubishi Goldman Sachs Morgan Stanley Dean Witter UBS AG HSBC Bank Citicorp Investment Bank Societe Generale OCBC Bank By invitation: MAS Education/Public Affairs

Mr N Teratani Mr Stephen Finch Mr Ng Kwan Meng Mr Ling Peng Meng/ Mr Charlie Wang Mr S Yoda/ Ms Charis Mun Mr Wassim Younan/ Mr Martin Cher Mr Andrew Gale Mr Mayur Ghelani/ Mr R Mukherji Mr Pius Chong/ Ms Joyce Koh Ms Cynthia Teong Ms Pauline Low/ Mr Danny Ling Ms Elsie Choo/ Ms Tan Lay Hoon Ms Luz Foo Represented By Mr Chan Geok Chye Ms Esther Yew Ms Maureen Koh Mrs Soh Liam Kiat Ms Lee Foong Kam Ms Han Sok Wer Mr R Grewal Mr Chan Chee Hoe Mr Ronald Tan Ms Jane Tan

1. 2. 3. 4. 5. 6. 7. 8. 5. I. (a)

Dexia BIL SEBanken Daiwa Securities SMBC HSBC Standard Chartered Societe Generale UOB Asia Salomon Smith Barney

REPORT ON THE ACTIVITIES OF THE ASSOCIATION Professional Matters Memorandum of Understanding (MOU) with Singapore Management University (SMU)

In a continuing effort to educate and raise the level of technical training amongst its members especially in the area of debt instrument transactions, the Association enlisted the assistance from SMU in establishing education programmes and conferences, business research and other collaborations. This was officially established with the signing of a MOU between the two parties on Friday, 2 November 2001 as represented by the President of SMU and our Chairman. To kickoff this collaboration, a 10-week course on “Fixed Income Markets” was scheduled to be held between 22 February and 3 May 2002. This 10-week course aims to equip participants with the pricing tools and application of bonds and other fixed income products. Course instructors included academia from SMU as well as practitioners from within the banking industry. The course is supported by MAS’s FSDF. (b) Financial Sector Development Fund Advisory Committee

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The Association continued to be represented on the Financial Sector Development Fund Advisory Committee by the Chairman. The FSDF is administed by the MAS in consultation with FSDF Advisory Committee. Formed from the proceeds of the placement of shares of the Singapore Exchange, the funds will be used for the purpose of promoting Singapore as a financial centre and developing and upgrading skills, expertise and infrastructure in the financial centre. The Committee acts as an advisory and feedback channel to the MAS to ensure the optimal and effective use of the funds. II. (a) (i) Standing Committees Banking Practices & Regulations (BPR) Proposed Modular Capital Market Services Examination

The Authorities sought the Association’s view on a proposal to introduce a modular Capital Market Services Examination for persons engaged in providing services in the securities/futures market. The proposed examination requirements will apply to the staff and representatives of banks, merchant banks and other exempted financial institutions. Feedback from members of the BPR Committee was that the idea of modular examinations was generally well received. Comments from these members were also collated and submitted to MAS. (ii) Public Consultation - Securities Futures Act/Financial Advisers Act

In early 2001, the Monetary Authority of Singapore had released public consultation papers on two proposed new Acts - the Securities and Futures Act (SFA) and the Financial Advisers Act (FAA). Whilst they had arrived at some preliminary proposals, they recognised the importance of feedback from the industry and practitioners as this would lead to a finer calibration of their policies and legislation with the needs of the industry. The Association was thus invited to submit comments on the issues and proposals presented in the consultation documents, as well as on the draft legislation. The Association, represented by the BPR Committee, welcomes the exemptions from holding a financial advisers’ licence and a capital markets services licence for any particular regulated activity and note that generally financial institutions like banks and merchant banks will be placed on a level playing field. (iii) Company Legislation and Regulatory Framework - Public Consultation

In December 1999, a Committee on Company Legislation and Regulatory Framework (CLRFC) was, appointed by the Ministry of Finance, the AttorneyGeneral’s Chambers and the MAS to “undertake a comprehensive and coherent view of our company law and regulatory framework and recommend a modern company law and regulatory framework for Singapore which accords with global standards and which will promote a competitive economy”. The CLRFC has, since its formation, conducted an extensive review of all major areas of company law in Singapore and aims to make suitable recommendations to the Government to modernize Singapore company law and create a pro-enterprise regulatory environment. Before finalizing its draft recommendations to the Government, the CLRFC solicited feedback from the public with regard to their preliminary views on these issues. The Association was hence invited to review the issues identified and to provide our responses to the questions posed. Members of the BPR Committee submitted their individual response directly to the Committee via email.

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(iv)

Proposed Securities and Futures Regulations

The Securities and Futures Act (SFA) was passed in Parliament on 5 October 2001 and assented to by the President on 17 October 2001. Under the SFA, MAS may make regulations relating to the grant of licences for any regulated activity, the keeping of books and handling of customers’ money and assets by the licensees, and their conduct of business. Pursuant to the relevant provisions in the SFA, MAS prepared a preliminary draft of the Securities and Futures Regulations (SFR) concerning licensing matters, which comprises eight parts and three schedules. Within the SFR, MAS also sets out the various business conduct rules that will apply to exempt institutions covered under Section 99 of the SFA. The Authorities sought our feedback and proposed changes on the draft regulations. As the Association represents financial institutions offering a wide and varied range of financial services, feedback received from members differ as the proposed SFA will affect members banks differently. However, the general sentiment was to seek partial exemption from certain parts of the Regulations as the requirements would restrict and render banks inflexible in providing efficient banking services. (b) (i) Debt Capital Market (DCM) Bond Investment Fair 2001

In order to encourage greater interest in bond investments by retail investors and with the full support of MAS, the DCM Committee held the first ever Singapore Bond Investment Fair from 17 to 18 March 2001 at the Suntec SICEC Exhibition Hall 402. The Official Opening of the Fair was kindly graced by our Second Minister for Finance, Mr Lim Hng Kiang. As the Fair was held to raise the level of awareness over bond investments and educate retail investors on the basics of bond investment, a free booklet on “Your Guide to Bond Investments” was distributed to all who attended the Fair. A total of 14 financial institutions participated in the Fair and strong support came from the four local banks (DBS, OCBC, UOB and OUB) and Commerzbank Asset Management which contributed for the highest tier sponsorship. The inaugural Fair attracted a crowd of about 18,000 walk-in visitors over the two days. A straw poll was conducted on a subset of 7,000 visitors to provide a snapshot of the profile of visitors to the Fair. The largest group of visitors was young adults between the ages 25 to 34, with annual income of S$30,000 to S$50,000. As a follow-up to the success of this first Bond Investment Fair, the Authorities agreed to work with the DCM Committee on ensuring that retail interest in bond investments can be maintained e.g. putting in place an infrastructure that allow for easy purchase of bond products at retail banks and ATMs by retail investors. (ii) Documentation Standards - Representation at DMC Meeting on 10 May 2001 As the Singapore Dollar Bond market transitions from a purely domestic market to a global bond market, it was deemed beneficial to the speed and success of that transition if there were to be a degree of standardization in the documentation process for new issues. Much of the existing Bond documentation is in fact “loan” style and therefore somewhat different from that expected by Bond investors and underwriters. Following concerns raised in regard to how best to highlight the variations/differences between domestic and international practice in documentation standards to the issuers which comprise mainly statutory boards, a draft paper on documentation standards was prepared by the DCM Committee and presented to the Debt Market Committee (DMC) chaired by the Managing Director of MAS. An
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informal presentation was subsequently made by the Chairman and a few representatives of the DCM Committee at the DMC meeting on 10 May 2001 where statutory boards were invited to attend. Many issues including letters of comfort, completeness of information and indemnity were discussed at length, although no conclusion was reached. - International Primary Markets Association (IPMA) In an effort to raise the local documentation standards to an international level, the DCM Committee proposed that the Association become a member of International Primary Markets Association (IPMA) so that members can be encouraged to adhere to international practice standards as set out by IPMA. IPMA is the official industry group comprising securities houses active in the Euro debt and equity markets, and issues recommendations for all aspects of capital markets practice including documentation. Whilst the IPMA recommendations do not have the force of law, they are recognised as industry standard. A direct membership with IPMA London is the best strategy for the Association to achieve its objective of representing Singapore in international discussions on global issues and to gain prominence on a global platform. The Authorities is also supportive with the move made by the Association towards best practices set by IPMA. - Session with Linklaters Allen & Gledhill, 28 August 2001 An informal meeting with several lawyers from Linklaters Allen & Gledhill was arranged by the DCM Committee on 28 August 2001 to sort out differences on issues relating to documentation standards as well as to compare standards adopted by the European debt market. Lucien Wong, Swain Roberts and Margaret Chin essentially went through all the deviations of documentation standards practised in Singapore and in particular the issues that were raised in a letter to MAS. As this was strictly open to members only, a separate meeting was proposed to be set up with the issuers. - Session with Issuers on 25 October 2001 A separate session with the issuers to further discuss the issues relating to documentation standards was held over lunch at the Suntec Room 201 (2nd Level) on 25 October 2001 with Lucien Wong, Dean Lockhart and Margaret Chin from Linklaters Allen & Gledhill serving as facilitators. A total of 80 issuers including representatives from Ministry of Finance and Auditor General’s Office attended the luncheon. (c) Corporate Finance (CF) (i) MAS Public Consultation on Insider Trading The Association which fully supports MAS in its efforts to promote market fairness and efficiency by avoiding incidences of insider trading, was pleased to be invited to review the issues and proposals presented in the public consultation on insider trading. The CF Committee, led by Geoffrey McDonald, met and discussed and on behalf of the Association, submitted comments to the MAS.

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FIRST SINGAPORE BOND INVESTMENT FAIR 2001, 17 - 18 MARCH 2001, SUNTEC SICEC EXHIBITION HALL 402

Official Opening of the Fair Guest-of-Honour, Second Minister of Finance, Mr Lim Hng Kiang and Chairman, SIBA, Mr Han Eng Juan.

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26TH ANNUAL GENERAL MEETING AND LUNCHEON, 24 MAY 2001, RAFFLES HOTEL, CASUARINA SUITES A AND B

Council Members (Seated L-R): Mr Kan Shik Lum (Treasurer), Mr Glenn Porritt, Mr Han Eng Juan (Chairman), Mrs Lim Eng Ai (Executive Secretary) and Mr Lui Chong Chee. (Standing L-R): Mr Stephen Finch (Alternate Treasurer), Mr John Chan, Mr Tan Chong Lee, Mr Geoffrey McDonald, Mr Raymond Koh, Mr Loh Boon Chye, Mr Francis Hoe and Mr Bill Foo.

VIP Table (Seated L-R): Mr John Chan, Mr Geoffrey McDonald, Ms Yeo Lian Sim (Deputy Managing Director, MAS) and Mr Han Eng Juan (Chairman).

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CORPORATE FINANCE SEMINAR: “US SECURITIES LAWS; SINGAPORE COMPANIES (AMENDMENT) ACT 2000 AND STABILISATION” HELD IN CONJUNCTION WITH FRESHFIELDS DREW & NAPIER, 10 JULY 2001, PAN PACIFIC HOTEL

Mr Geoffrey McDonald (Chairman of Corporate Finance Committee) addressing the participants at the seminar.

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MEMORANDUM OF UNDERSTANDING WITH SINGAPORE MANAGEMENT UNIVERSITY, 2 NOVEMBER 2001

Official signing of the MOU (Seated L-R): Mr Loh Boon Chye (Council Member, SIBA), Mr Han Eng Juan (Chairman, SIBA), Prof Ronald Frank (President, SMU), Assoc Prof Annie Koh (Dean, Office of Executive Education, SMU).

Mr Han Eng Juan (Chairman, SIBA) and Prof Ronald Frank (President, SMU) exchanging the officially-signed Memorandum of Understanding between SIBA and SMU.

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(ii)

Meeting with Singapore Exchange

The Chairman and a few members paid a courtesy call on Mr Gan Seow Ann, EVP, Securities Trading of Singapore Exchange as he had just assumed his position. Mr Gan was briefed on the set up of the Association and in particular the CF Committee. As both the Singapore Exchange and the Association are looking into the area of education and training, it was suggested that efforts should not be duplicated and that both organisations should come together in certain instances and hold combined seminars. Mr Gan also raised the possibility of the Exchange engaging SIBA’s help in forming a committee or think tank to look into various issues like the listing manual which the Exchange is in the process of revamping. At the end of the discussion, both sides felt that the channel of communication has been established. (iii) Seminar: US Securities Laws; Singapore Companies (Amendment) Act 2000 and Stabilisation

The CF Standing Committee, in conjunction with Freshfields Drew & Napier organised a half-day morning seminar on US Securities Laws; Singapore Companies (Amendment) Act 2000 and Stabilisation on 10 July 2001 at the Pan Pacific Hotel. A total of about 100 members attended the seminar conducted jointly by Mr Tim Steinert, Mr Joe Sevack and Mr David Simpson. III. (a) Other Activities SIBA Luncheon Talk

A luncheon talk for members was held on Tuesday, 13 March 2001 at the Executives Club. Mr Edmond Israel of Clearstream International gave a talk on “Europe, the Old and New Economy”. (b) Association of Merchant Banks in Malaysia (AMBM)

Council members were invited by AMBM to participate in a friendly golf game at the Kajang Hill Golf Club on Sunday, 28 October 2001. The game, organised by AMBM, was between Council members of AMBM and Senior Officials of the Securities Commission and the Kuala Lumpur Stock Exchange. John Chan of N.M. Rothschild and Tan Chong Lee of ING Bank represented Council in the friendly match. (c) 8th Annual Golf Tournament

The Association’s 8th Annual Golf Tournament was held on 14 September 2001 at the Singapore Island Club, Sime Course. A total of 88 golfers including a number of guests from Malaysia took part in this friendly tournament. The winner of this year’s Tournament was Mr Lee Kheng Siong of KBC. Special thanks again to Canon Marketing Services Pte Ltd, our major sponsor, who have kindly donated many prizes for our last three Tournaments. 6. CONCLUSION

The year 2001 saw membership dropping once again from 56 to 47 due to both international and local mergers in the banking industry as well as reorganisation and consolidation of foreign banks’ operations in Singapore. Despite this, Council is pleased to note that several standing committees remain focussed and active in the areas of investment banking, debt capital market and training. The Debt Capital Committee is studying the feasibility of organising yet another Bond Fair following the
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successful and well-attended First Bond Fair held in March 2001. The Banking Practices Committee has also been active in reviewing both the Securities Futures Act and Financial Advisers Act and feeding back its comments to the Authorities. Looking ahead, efforts will be made to further develop communications with other global counterparts to exchange ideas of mutual interests and stay abreast of developments in these areas. On behalf of Council, I would like to thank members for their support of the Association and its activities. I would also like to thank the staff of the Secretariat for their hard work and dedication. On Behalf of the Council

26 April 2002

Han Eng Juan Dexia BIL Asia Singapore Limited Chairman Bank

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AUDITORS’ REPORT TO THE MEMBERS OF SINGAPORE INVESTMENT BANKING ASSOCIATION We have audited the financial statement of Singapore Investment Banking Association for the financial year ended 31 December 2001 set out on pages 20 to 25. These financial statements are the responsibility of the Association. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Singapore Standards on Auditing. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Association, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements are properly drawn up in accordance with the Singapore Statements of Accounting Standard, and so as to give a true and fair view of the state of affairs of Singapore Investment Banking Association at 31 December 2001, the results, and changes in fund balance of the Association for the year ended on that date.

PricewaterhouseCoopers Certified Public Accountants Singapore 4 February 2002

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SINGAPORE INVESTMENT BANKING ASSOCIATION STATEMENT OF INCOME AND EXPENDITURE For the Financial Year Ended 31 December 2001 Notes Income Members' subscriptions Interest from fixed deposits Net gain from functions Expenditure Accountancy fee Auditors' remuneration Depreciation of fixed assets Entertainment Professional fees Printing, stationery and general expenses Rent, utilities, telephone, despatch and other amenities Repairs and renewals Salaries and other staff cost Surplus/(deficit) before tax Tax Surplus/(deficit) for the year transferred to accumulated fund 4 2001 S$ 229,500 2,718 23,746 255,964 2,850 1,525 1,915 964 1,608 5,530 81,629 831 150,832 247,684 8,280 8,280 2000 S$ 178,125 3,110 6,274 187,509 2,000 1,475 1,423 1,853 1,600 8,230 62,612 912 146,898 227,003 (39,494) (39,494)

3

Chairman for Dexia BIL Asia Singapore Limited Mr Han Eng Juan 4 February 2002

Deputy Chairman/Treasurer for The Development Bank of Singapore Ltd Mr Kan Shik Lum 4 February 2002

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

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SINGAPORE INVESTMENT BANKING ASSOCIATION BALANCE SHEET As at 31 December 2001 Notes Current assets Petty Cash Bank balance Fixed deposits Debtors, prepayments and deposits Non-current assests Fixed assets Total assets Current liabilities Accrued expenditure Total liabilities Net assets Fund balance Capital funds Accumulated funds 2001 S$ 500 32,996 108,212 31,644 173,352 1,282 174,634 35,673 35,673 138,961 132,000 6,961 138,961 2000 S$ 500 18,537 79,838 35,741 134,616 1,857 136,473 14,792 14,792 121,681 123,000 (1,319) 121,681

5

3

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

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SINGAPORE INVESTMENT BANKING ASSOCIATION STATEMENT OF CHANGES IN FUND BALANCE For the Financial Year Ended 31 December 2001 Note Capital Funds S$ 123,000 9,000 132,000 93,000 30,000 123,000 Accumulated Funds S$ (1,319) 8,280 6,961 38,175 (39,494) (1,319) Total S$ 121,681 8,280 9,000 138,961 131,175 (39,494) 30,000 121,681

Balance at 1 December 2001 Surplus for the financial year Issued memberships during the financial year Balance at 31 December 2001 Balance at 1 December 2000 Deficit for the financial year Issued memberships during the financial year Balance at 31 December 2000

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

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SINGAPORE INVESTMENT BANKING ASSOCIATION NOTES TO THE FINANCIAL STATEMENTS For the Financial Year Ended 31 December 2001 1. General The Association is registered and domiciled in Singapore and the financial statements are expressed in Singapore dollars. The address of the Association's registered office is: 24 Raffles Place #16-02 Clifford Centre Singapore 048621 The principal activities of the Association are those undertaken to promote the interests of the investment banking industry in Singapore. 2. (a) Significant accounting policies Basis of accounting The financial statements are prepared in accordance with and comply with Singapore Statements of Accounting Standards. The financial statements are prepared under the historical cost convention. The financial statements are expressed in Singapore dollars. (b) Subscriptions Income from annual subscriptions, which are levied on members on a quarterly pro-rata basis, is recognised on the accrual basis. (c) Taxation The Association adopts tax effect accounting based on the liability method which recognises the resultant effect of items allocated for income tax purposes to periods which differ from the accounting period. Deferred taxation benefits are recognised in the financial statements only to the extent of any deferred tax liability or when such benefits are expected to be realisable in the near future. (d) Fixed assets and depreciation Fixed assets are stated at cost less depreciation. All capital expenditure of S$500 and above is capitalised. Depreciation is charged for a full year in the year in which an asset is purchased. No depreciation is charged in the year in which an asset is disposed of. A depreciation rate of 33 1/3% per annum is applied to all fixed assets. (e) Provisions

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Employee leave entitlement Employee entitlements to annual leave and long service leave are recognised when they accrue to employees. A provision is made for the estimated liability for annual leave and long-service leave as a result of services rendered by employees up to the balance sheet date. (f) Capital funds Entrance fees from new members are credited direct to the capital funds in the year of receipt and all pre-registration expenses have been charged against this fund. (g) Operating lease Operating lease payments are charged to the income statement on a straight line basis over the period of the lease. When an operating lease is terminated before the lease period has expired, any payment required to be made to the lessor by way of penalty is recognised as an expense in the period in which the termination takes place. 3. Fixed assets Office Equipment S$ Cost At 1 January 2001 Additions At 31 December 2001 Accumulated depreciation At 1 January 2001 Depreciation charge At 31 December 2001 Net book value At 31 December 2001 Net book value At 31 December 2000 4. Tax expense The Association's tax status is governed by section 11(2) of the Income Tax Act. There is no tax liability for the current financial year due to the utilisation of tax losses brought forward from prior years. As at 31 December 2001, the Association has unutilised tax losses of S$14,695 (2000: S$34,880) and capital allowances of S$4,853 (2000: 3,555 1,340 4,895 2,265 1,632 3,897 998 1,290 Furniture and Fittings S$ 850 850 283 283 566 284 567 Total S$ 4,405 1,340 5,745 2,548 1,915 4,463 1,282 1,857

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S$4,406) available for offsetting against future taxable income subject to confirmation by the tax authorities. 5. Debtors, prepayments and deposits 2001 S$ Deposit Prepayments Accrued interest Sundry debtors 6. Staff costs 2001 S$ Wages and salaries Employer's contribution to Central Provident Fund 131,620 19,212 150,832 2000 S$ 131,490 15,408 146,898 12,601 18,513 530 31,644 2000 S$ 11,236 22,925 588 992 35,741

Average weekly number of persons employed during the financial year: 2001 Full time 7. Operating lease commitments The future minimum lease payments under non-cancellable operating leases are payable as follows: 2001 S$ Not later than 1 financial year Later than 1 financial year but not later than 5 financial years 8. Authorisation of financial statements These financial statements were authorised for issue by the Council Members on 4 February 2002. 53,660 86,340 140,000 2000 S$ 26,673 7,082 33,755 2 2000 2

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SINGAPORE INVESTMENT BANKING ASSOCIATION LIST OF MEMBERS AS AT 31 DECEMBER 2001 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. 33. 34. 35. 36. 37. 38. 39. 40. 41. 42. 43. 44. 45. 46. 47. 48. 49. 50. ABN AMRO Asia Merchant Bank (S) Ltd AFC Merchant Bank ANZ Singapore Limited Asian Finance and Investment Corporation Ltd BankAmerica Singapore Limited Bank Brussels Lambert (Singapore) Limited Bank of Nova Scotia Asia Ltd, The Barclays Bank plc BLB Asia Pacific Ltd BNP Paribas Merchant Banking Asia Limited BNP Paribas Peregrine (Singapore) Limited CIBC (Asia) Limited Citicorp Investment Bank (Singapore) Limited Commerzbank (South East Asia) Ltd Coutts Bank (Schweiz) AG Credit Agricole Indosuez Merchant Bank Asia Ltd Credit Suisse First Boston (Singapore) Limited Daiwa Securities SMBC Singapore Limited Deutsche Bank AG Development Bank of Singapore Ltd, The Dexia BIL Asia Singapore Limited DKB Merchant Bank (Singapore) Limited Dresdner Bank AG Fuji International Finance (Singapore) Ltd Goldman Sachs (Singapore) Pte Hongkong and Shanghai Banking Corporation Ltd, The HSBC Republic Bank (Suisse) SA ING Bank N.V. J.P. Morgan Securities (S.E.A.) Limited KBC Bank (Singapore) Limited Keppel TatLee Bank Ltd MeesPierson Asia Limited Merita Nordbanken Merchant Bank Singapore Ltd Merrill Lynch International Bank Limited (Merchant Bank) Morgan Stanley Dean Witter Asia (Singapore) Pte NIB Capital Bank Ltd Nikko Merchant Bank (S) Ltd, The N.M. Rothschild & Sons (Singapore) Limited Nomura Singapore Ltd Oversea-Chinese Banking Corporation Limited Overseas Union Bank Ltd Rabobank Asia Ltd Sakura Merchant Bank (S) Ltd Salomon Smith Barney International Merchant Bankers Limited SBI E2-Capital Pte Ltd Skandinaviska Enskilda Banken (S E A) Ltd Societe Generale Asia (Singapore) Ltd Standard Chartered Bank Tokyo-Mitsubishi International (S) Ltd UBS AG

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51. 52.

UOB Asia Ltd WestLB Asia Pacific Limited

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