IMPSA S.A. — Annual Report 2005

Oct 6, 2006

Impsa Asia Limited

(Incorporated in Hong Kong)

Consolidated Financial Statements

For the year ended 31st December 2005

Chan & Wat

Certified Public Accountants

Hong Kong

Impsa Asia Limited

Report of the directors

The directors have pleasure in presenting to shareholders their annual report together with the audited financial statements of the company for the year ended 31st December 2005.

Principal activities

The company is engaged in the production and marketing of port and hydropower equipment. The principal activities of the subsidiary company, jointly controlled company and associated company are as shown in note 5, note 4 and note 3 respectively to the financial statements.

Financial statements

The profit of the group for the year ended 31st December 2005 and the state of the group’s and the company’s affairs at that date are shown in the attached financial statements. The directors do not recommend the payment of any dividend for the year.

Fixed assets

The movements in fixed assets are shown in note 2 to the financial statements.

Directors

The directors who held office during the year were:

Francisco Ruben Valenti

Juan Carlos Fernandez

Yeung Sum Ming, Lydia

In accordance with the company’s articles of association, all directors shall continue to remain in their office.

Directors’ interest

The company has not entered into any contract, commitment or agreement with any other company in which any of the directors or members of the company’s management has interest, either directly or indirectly; nor has the company made any arrangement to enable any of the directors or members of the company’s management to obtain benefits by means of the acquisition of shares in, or debentures of, the company or any other body corporate.

Auditors

The financial statements have been audited by Messrs Chan & Wat Certified Public Accountants, who now retire and being eligible offer themselves for re-appointment.

By order of the board

Chairman

Hong Kong,

AUDITORS’ REPORT

TO THE SHAREHOLDERS OF IMPSA ASIA LIMITED

(incorporated in Hong Kong with limited liability)

We have audited the financial statements of the company on pages 3 to 22 which have been prepared in accordance with accounting principles generally accepted in Hong Kong.

Respective responsibilities of directors and auditors

The Companies Ordinance requires the directors to prepare financial statements which give a true and fair view. In preparing financial statements which give a true and fair view it is fundamental that appropriate accounting policies are selected and applied consistently.

It is our responsibility to form an independent opinion, based on our audit, on those statements and to report our opinion to you.

Basis of opinion

We conducted our audit in accordance with Statements of Auditing Standards issued by the Hong Kong Institute of Certified Public Accountants. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgments made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the company’s circumstances, consistently applied and adequately disclosed.

We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance as to whether the financial statements are free from material misstatement. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Opinion

In our opinion, the financial statements give a true and fair view of the state of affairs of the company and of the group as at 31st December 2005 and of the profit and cash flows of the group for the year then ended and have been properly prepared in accordance with the Companies Ordinance.

Chan & Wat

Certified Public Accountants

Hong Kong,

IAL.12.05

Impsa Asia Limited

Consolidated balance sheet

As at 31st December 2005

( Expressed in United States dollars )

		Note		2005		2004
Current assets
	Inventories	1j & 6	$	26,444,286.97	$	20,175,665.37
	Trade debtors and bills receivables			20,141,492.67		33,635,402.12
	Other debtors, deposits and prepayments			10,646,230.15		4,532,578.09
	Amount due from fellow subsidiary companies			25,068,019.18		25,622,039.55
	Amount due from associated companies			30,488,147.25		2,544,544.00
	Amount due from holding company			--		5,536,345.09
	Cash and bank balances			14,691,128.43		6,464,354.10
Total current assets			$	127,479,304.65	$	98,510,928.32
Non current assets
	Fixed assets	2	$	4,193,650.53	$	1,279,796.44
	Interest in associated companies	3		1,032,148.78		446,001.51
	Interest in jointly controlled company	1f & 4		(43,941.80)		--
	Investment			110.81		110.81
	Deferred taxation			31,755.54		29,213.17
Total non current assets			$	5,213,723.86	$	1,755,121.93
Total assets			$	132,693,028.51	$	100,266,050.25
Current liabilities
	Trade creditors and bills payable		$	37,415,423.05	$	19,104,229.07
	Other creditors and accruals			44,057,236.64		34,354,244.29
	Bank loans and overdraft	14		25,473,313.82		23,618,036.70
	Amount due to holding company			2,428,674.44		--
Total current liabilities			$	109,374,647.95	$	77,076,510.06
Shareholders’ equity
	Share capital	7	$	16,134,369.00	$	16,134,369.00
	Exchange equalisation reserve	1i		(4,960,092.42)		(4,584,344.09)
	Profit and loss account			12,274,656.58		11,637,296.40
Total shareholders’ equity			$	23,448,933.16	$	23,187,321.31
Minority interest				(130,552.60)		2,218.88
			$	23,318,380.56	$	23,189,540.19
Total liabilities and shareholders’ equity			$	132,693,028.51	$	100,266,050.25

Approved by the board of directors on

Director Director

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

Impsa Asia Limited

Balance sheet

As at 31st December 2005

( Expressed in United States dollars )

		Note		2005		2004
Current assets
	Inventories	1j & 6	$	19,896,948.77	$	19,824,570.11
	Trade debtors and bills receivables			8,104,163.68		8,130,155.61
	Other debtors, deposits and prepayments			1,225,040.27		1,044,437.30
	Amount due from a fellow subsidiary			25,034,980.94		25,040,325.59
	Amount due from an associated company			1,469.55		1,469.55
	Amount due from the holding company			1,052,438.77		1,277,255.37
	Cash at bank			251,023.83		176,000.62
Total current assets			$	55,566,065.81		55,494,214.15
Non current assets
	Fixed assets	2	$	10,969.57	$	13,906.10
	Interests in subsidiary companies	5		16,691,839.02		16,637,281.08
	Investment			110.81		110.81
Total non current assets			$	16,702,919.40	$	16,651,297.99
Total assets			$	72,268,985.21	$	72,145,512.14
Current liabilities
	Trade creditors and bills payable		$	8,281,409.28	$	7,997,499.66
	Other creditors and accruals			293,929.40		315,885.69
	Bank loans and overdraft			15,104,322.55		15,562,016.30
	Amount due to subsidiary companies	5		22,977,019.67		21,345,316.30
Total current liabilities			$	46,656,680.90		45,220,717.95
Shareholders’ equity
	Share capital	7	$	16,134,369.00	$	16,134,369.00
	Profit and loss account			9,477,935.31		10,790,425.19
Total shareholders’ equity			$	25,612,304.31	$	26,924,794.19
Total liabilities and shareholders’ equity			$	72,268,985.21	$	72,145,512.14

Approved by the board of directors on

Director Director

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

Impsa Asia Limited

Consolidated profit and loss account

For the year ended 31st December 2005

( Expressed in United States dollars )

	Note		2005		2004
Turnover	8	$	81,672,733.13	$	43,515,844.50
Cost of sales			(74,149,635.31)		(40,342,783.50)
Group gross profit		$	7,523,097.82	$	3,173,061.00
Other revenue			1,113,669.66		599,824.69
Administrative and marketing expenses			(5,262,126.05)		(3,373,518.88)
Group profit from operating activities		$	3,374,641.43	$	399,366.81
Finance cost	9		(1,365,580.26)		(131,081.05)
Group operating profit		$	2,009,061.17	$	268,285.76
Share of results of jointly-controlled company			(43,941.80)		--
Share of results of associated company			586,147.27		(142,371.59)
Group profit from ordinary activities
before taxation	9	$	2,551,266.64	$	125,914.17
Taxation	10		(2,047,106.44)		(25,626.59)
Group profit from ordinary activities
after taxation	11	$	504,160.20	$	100,287.58
Minority interest			133,199.98		2,182.56
Group profit attributable to shareholders		$	637,360.18	$	102,470.14
Retained profits brought forward			11,637,296.40		11,534,826.26
Retained profits carried forward		$	12,274,656.58	$	11,637,296.40

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

Impsa Asia Limited

Consolidated cash flow statement

For the year ended 31st December 2005

( Expressed in United States dollars )

				2005		2004
Cash flow from operating activities
Cash generated / (used) from operations			$	11,313,409.00	$	(18,607,852.01)
Profits tax paid				(1,193,108.27)		(72,776.99)
Net cash inflow / (outflow) from operating activities			$	10,120,300.73	$	(18,680,629.00)
Cash flow from investing activities
Interest received			$	904,957.53	$	277,487.80
Investment in an associated company				--		(6,578.95)
Proceeds from disposal of fixed assets				1,186.39		683.96
Purchase of fixed assets				(3,073,732.99)		(105,828.47)
Net cash (outflow) / inflow from investing activities			$	(2,167,589.07)	$	165,764.34
Cash flow from financing activities
Interest paid			$	(1,581,214.45)	$	(920,752.39)
Hire purchase interest				--		(914.47)
Contribution from minority interest				--		6.84
Bank loans				1,713,623.47		(1,546,276.18)
Net cash inflow / (outflow) from financing activities			$	132,409.02	$	(2,467,936.20)
Net increase / (decrease) in cash and cash equivalents			$	8,085,120.68	$	(20,982,800.86)
Cash and cash equivalents at 1st January				6,085,116.37		27,067,917.23
Cash and cash equivalents at 31st December			$	14,170,237.05	$	6,085,116.37
Analysis of the balances of cash and cash equivalents
	Cash and banks		$	14,691,128.43	$	6,464,354.10
	Bank overdraft			(520,891.38)		(379,237.73)
			$	14,170,237.05	$	6,085,116.37

Impsa Asia limited

Consolidated cash flow statement (continued)

For the year ended 31st December 2005

( Expressed in United States dollars )

			2005		2004
	Cash flow from operating activities
	Profit before taxation	$	2,009,061.17	$	268,285.76
	Adjustment for :
	Interest received		(904,957.53)		(277,487.80)
	Interest paid		1,581,214.45		920,752.39
	Hire purchase interest		--		914.47
	Exchange equalisation reserve		(375,319.83)		(11,594.71)
	Exchange adjustment on fixed assets		(21,008.39)		(17,133.93)
	(Gain) / loss on disposal of fixed assets		(228.49)		1,328.46
	Depreciation		179,929.39		136,707.92
	Operating profit before working capital changes	$	2,468,690.77	$	1,021,772.56
	Change in amount due from fellow subsidiary companies		554,020.37		4,515,587.10
	Change in amount due from associated companies		(27,943,603.25)		(1,840,351.91)
	Change in inventories		(6,268,621.60)		912,156.00
	Change in trade debtors		13,493,909.45		(21,234,567.36)
	Change in sundry debtors, deposits and prepayments		(6,970,192.60)		(2,316,726.79)
	Change in trade creditors and bills payable		18,311,193.98		(20,531,748.31)
	Change in other creditors and accruals		9,702,992.35		28,603,569.88
	Change in amount due to holding company		7,965,019.53		(7,737,543.18)
Cash generated / (used) from operations		$	11,313,409.00	$	(18,607,852.01)

Impsa Asia Limited

Consolidated Statement of Changes in Equity

For the year ended 31st December 2005

(Expressed in United States dollars)

		Share Capital		Exchange Equalisation Reserve		Retained Earnings		Total
At 1st January 2004	$	16,134,369.00	$	(4,571,164.02)	$	11,534,826.26	$	23,098,031.24
Net profit for the year		--		--		102,470.14		102,470.14
Exchange difference		--		(13,180.07)		--		(13,180.07)
At 1st January 2005	$	16,134,369.00	$	(4,584,344.09)	$	11,637,296.40	$	23,187,321.31
Net profit for the year		--		--		637,360.18		637,360.18
Exchange difference		--		(375,748.33)		--		(375,748.33)
At 31st December 2005	$	16,134,369.00	$	(4,960,092.42)	$	12,274,656.58	$	23,448,933.16

Impsa Asia Limited

Notes to financial statements

(Expressed in United States dollars)

1. Significant accounting policies
2. Statement of compliance

These financial statements have been prepared in accordance with Hong Kong Financial Reporting Standards (which also include Hong Kong Accounting Standards and interpretations) issued by the Hong Kong Institute of Certified Public Accountants, accounting principles generally accepted in Hong Kong and the Companies Ordinance. They have been prepared under the historical cost convention as further explained below.

(b) Basis of consolidation

The consolidated financial statements of the group incorporate the audited financial statements of the company and all its subsidiary companies for the year ended 31st December 2005. Subsidiary companies are those entities in which the group controls the composition of the board of directors, controls more than half the voting power or holds more than half of the issued share capital.

The results of subsidiary companies are included in the consolidated profit and loss account and minority interests therein are deducted from the consolidated profit after taxation. Results attributable to subsidiary company interests acquired or disposed of during the period are included from the date of acquisition or to the date of disposal as applicable.

All significant intercompany transactions and balances within the group are eliminated on consolidation.

The gain or loss on the disposal of a subsidiary company or associated company represents the difference between the proceeds of the sale and the Group’s share of its net assets together with any unamortized goodwill /negative goodwill or goodwill / negative goodwill taken to reserves which was not previously charged or recognized in the consolidated profit and loss account.

Minority interests represent the interests of outside shareholders in the operating results and net assets of subsidiary companies.

In the Company’s balance sheet the investments in subsidiary companies are stated at cost less provision for any impairment losses. The results of subsidiary companies are accounted for by the Company on the basis of dividends received and receivable.

Impsa Asia Limited

Notes to financial statements

(Expressed in United States dollars)

1. Significant accounting policies (continued)

(c) Impairment of assets

An assessment is made at each balance sheet date of whether there is any indication of impairment of any asset, or whether there is any indication that an impairment loss previously recognized for an asset in prior years may no longer exist or may have decreased. If any such indication exists, the asset’s recoverable amount is estimated. An asset’s recoverable amount is calculated as the higher of the asset’s value in use or its net selling price.

An impairment loss is recognized only if the carrying amount of an asset exceeds its recoverable amount. An impairment loss is charged to the profit and loss account in the period in which it arises, unless the asset is carried at a revalued amount, when the impairment loss is accounted for in accordance with the relevant accounting policy for that revalued asset.

A previously recognized impairment loss is reversed only if there has been a change in the estimates used to determine the recoverable amount of an asset, however not to an amount higher than the carrying amount that would have been determined (net of any depreciation / amortisation), had no impairment loss been recognized for the asset in prior years.

A reversal of an impairment loss is credited to the profit and loss account in the period in which it arises, unless the asset is carried at a revalued amount, when the reversal of the impairment loss is accounted for in accordance with the relevant accounting policy for that revalued asset.

(d) Subsidiary companies

A company is a subsidiary company if more than 50% of the issued voting capital is held for long term or if the composition of the board of directors is being controlled.

Interest in subsidiary companies are carried at cost less any impairment losses.

(e) Associated companies

Associated companies are those companies, not being subsidiary companies, in which the group has a substantial long-term interest in the equity voting rights, and over which the group is in a position to exercise significant influence.

The results of associated companies are accounted for by the Company on the basis of dividends received and receivable. The consolidated profit and loss account includes the group’s share of results of associated companies for the period. In the Company’s balance sheet, investments in associated companies are stated at cost less provisions for any impairment losses. In the consolidated balance sheet, the investment in associated companies represents the group’s share of net assets and goodwill (net of accumulated amortisation)on acquisition.

Impsa Asia Limited

Notes to financial statements

(Expressed in United States dollars)

(1) Significant accounting policies (continued)

(f) Joint venture companies

A joint venture company is a company set up by contractual arrangement, whereby the Group and other parties undertake an economic activity. The joint venture company operates as a separate entity in which the Group and the other parties have an interest.

A jointly-controlled entity is a joint venture company which is subject to joint control, resulting in none of the participating parties having unilateral control over the economic activity of the jointly-controlled entity.

The Group’s share of the post-acquisition results and reserves of jointly-controlled entities are included in the consolidated profit and loss account and consolidated reserves, respectively. Where the profit sharing ratio is different to the Group’s equity interest, the share of post-acquisition results of the jointly-controlled entities is determined based on the agreed profit sharing ratio. The Group’s interests in jointly-controlled entities are stated in the consolidated balance sheet at the Group’s share of net assets under the equity method of accounting, less any accumulated impairment losses. Goodwill arising on the acquisition of jointly-controlled entities, which was not previously eliminated against the consolidated capital reserve, is included as part of the Group’s interests in jointly-controlled entities.

The results of jointly-controlled entities are included in the company’s profit and loss account to the extend of dividends received and receivable. The company’s interests in jointly-controlled entities are treated as non-current assets and are stated at cost less any accumulated impairment losses.

(g) Amortization and depreciation

No amortization is provided on freehold land.

Depreciation is calculated to write off the cost of fixed assets over their estimated useful lives on a straight-line basis at the following rates per annum:

Category Rate

Machineries 10% or actual consumption by 20 times

Furniture, fixtures and office equipment 20%

Motor vehicles 20%

Leasehold improvement 20%

Impsa Asia Limited

Notes to financial statements

(Expressed in United States dollars)

(1) Significant accounting policies (continued)

(h) Contract work in progress

Contract work in progress represents contract cost incurred and profit accrued to date less progress billings and advances and provisions for foreseeable losses.

When the outcome of a contract can be estimated reliably, contract revenue and contract cost are recognized over the period of the contract as revenue and expenses respectively. The Company uses the percentage of completion method to determine the appropriate amount of revenue and cost to recognize in a given period.

When an outcome of a contract cannot be estimated reliably, contract revenue is recogised only to the extent of contract cost incurred that is probable will be recoverable. Contract costs are recognized as expenses when incurred.

When it is probable that total contract cost will exceed total contract revenue, the expected loss is recognized as an expense immediately.

(i) Foreign currencies

Monetary assets and liabilities denominated in foreign currencies are translated into United States dollars at the approximate rates of exchange ruling at the balance sheet date. Transactions during the year have been converted at the rates of exchange ruling at the transaction dates. All exchange differences are dealt with in the profit and loss account.

On consolidation, the financial statements of overseas subsidiary companies denominated in foreign currencies except fixed assets, long term investment and share capital are translated at the rates of exchange ruling at the balance sheet date. All exchange differences arising on consolidation are dealt with in the exchange equalisation reserve.

(j) Inventories

Inventories are stated at the lower of cost and net realizable value. Cost of inventories comprise all cost of purchase, cost of conversion and other costs incurred in bringing the inventories to their present location and condition. Work in progress comprises direct material and labour costs and an appropriate proportion of overhead expenses less provisions for foreseeable losses. Net realisable value is the selling price in the ordinary course of business less the costs of production and the estimated costs necessary to make the sale.

Impsa Asia Limited

Notes to financial statements

(Expressed in United States dollars)

(1) Significant accounting policies (continued)

(k) Cash and cash equivalents

For the purposes of the cash flow statement, cash and cash equivalents comprise cash in hand, amounts repayable on demand from banks and financial institutions and short-term liquid investments which were three months of maturity when acquired, less advances from banks and financial institutions repayable within three months from the date of the advance.

1. Revenue recognition

Revenue is recognised when it is probable that economic benefits associated with the transaction will flow to the enterprise and the amount of the revenue can be measured reliably.

(i) Project income

Revenue from projects is accounted for under the percentage of completion method.

During the year ended 31st December 2005, the company adopted the new accounting

method in determining the revenue recognition based on follows :

Contract costs incurred for work performed up to the balance sheet date

Estimated total contract costs

Instead of :

Value of work certified

Total value of contract

However, the change in method has not given rise of any effect on revenue recognised in the income statement during the year ended 31st December 2005.

Foreseeable losses, if any, are recognised immediately in the income statement.

(ii) Services income

Revenue from services rendered is recognised net of discounts as and when the services are performed.

(iii) Royalty income

Revenue from royalty income is recognised on invoice basis in accordance with the terms stipulated in the license agreement dated 10th October 1996.

Impsa Asia Limited

Notes to financial statements

(Expressed in United States dollars)

(1) Significant accounting policies (continued)

(m) Deferred taxation

Deferred tax assets and liabilities arise from deductible and taxable temporary differences between the carrying amounts of assets and liabilities for financial reporting purpose and the tax bases respectively. Deferred tax assets also arise from unused tax losses and unused tax credits.

Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilized.

Deferred tax is calculation at the tax rates that are expected to apply in the period when the liability is settled or the asset realized. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. The carrying amount of deferred tax is reviewed at each balance sheet date and is reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow

the related tax benefit to be utilized.

(n) Lease

Lease that transfers substantially all the risks and rewards of ownership of an asset to the company is accounted for as finance lease. Under the finance lease, the asset and the related long term obligation, excluding interest are recorded to reflect the purchase and its financing.

Lease other than a finance lease is accounted for as operating lease. Rental payments under operating

lease are directly charged to the profit and loss account.

Impsa Asia Limited

Notes to financial statements

( Expressed in United States dollars )

1. Fixed assets

2. The group

				Freehold Land								Motor vehicles						Furniture, fixtures and office equipment							Leasehold improvement						Machineries								Total
At cost
	at 1/1/2005					$		523,000.00			$		114,265.20				$		733,190.41							$	56,912.36					$	699,981.52							$	2,127,349.49
	Additions							--					18,968.48						215,994.70								656.58						2,838,113.23								3,073,732.99
	Disposal							--					--						(10,299.98)								--						--								(10,299.98)
	Exchange adjustment							--					--						163.62								--						27,831.51								27,995.13
	at 31/12/2005					$		523,000.00			$		133,233.68				$		939,048.75							$	57,568.94					$	3,565,926.26							$	5,218,777.63
Accumulated depreciation
	at 1/1/2005					$		--			$		83,785.48				$		420,465.95							$	51,062.47					$	292,239.15							$	847,553.05
	Charge for the year							--					15,229.86						66,747.83								3,935.78						94,015.92								179,929.39
	Written back on disposal												--						(9,342.08)								--						--								(9,342.08)
	Exchange adjustment						--						--						28.86								--						6,957.88								6,986.74
	at 31/12/2005				$		--				$		99,015.34				$		477,900.56							$	54,998.25					$	393,212.95							$	1,025,127.10
Net book value
	at 31/12/2005				$		523,000.00				$		34,218.34				$		461,148.19							$	2,570.69					$	3,172,713.31							$	4,193,650.53
	at 31/12/2004				$		523,000.00				$		30,479.72				$		312,724.46							$	5,849.89					$	407,742.37							$	1,279,796.44

The title deed of the freehold land owned by the subsidiary in Malaysia is in the name of the vendor as the subsidiary has not

complied with the terms and conditions stipulated by the Foreign Investment Committee in Malaysia.

The motor vehicle at the cost of USD50,800 is registered in the name of a director who holds in trust for the company.

Impsa Asia Limited

Notes to financial statements

( Expressed in United States dollars )

1. Fixed assets (continued)

The company

								Furniture, fixtures & office equipment
At cost
at 1/1/2005							$	302,962.03
Additions								3,832.89
at 31/12/2005							$	306,794.92
Accumulated depreciation
at 1/1/2005							$	289,055.93
Charge for the year								6,769.42
at 31/12/2005							$	295,825.35
Net book value
at 31/12/2005							$	10,969.57
at 31/12/2004							$	13,906.10

(3) Interest in associated companies

		2005		2004
- The group
Unquoted shares, at cost	$	806,738.95	$	806,738.95
Share of post-acquisition reserve		225,409.83		(360,737.44)
	$	1,032,148.78	$	446,001.51

Particulars of the associated are as follows : -

Name of associated companies	Percentage of ordinary shares held Directly Indirectly		Countries of Incorporation	Principal Activities
Impsa (Malaysia) Sdn. Bhd.	--	40%	Malaysia	Manufacturing and marketing of hydro generation equipments cranes and heavy duty pressure vessels
BEM1-C Contract Consortium Sdn. Bhd. (Formerly known as Bakun EM2 Sdn. Bhd.)	--	49%	Malaysia	Design, carry out, perform, execute and complete the Bakun Hydroelectric Project Package EM2
The Group and the Company have not accounted for the results of the associated company namely BEM1-C Contract Consortium Sdn. Bhd. (formerly known as Bakun EM2 Sdn. Bhd.) under equity accounting for the year ended 31st December 2005 due to the non-availability of the financial statements from the associated company.

Impsa Asia Limited

Notes to financial statements

( Expressed in United States dollars )

(4) Interest in jointly controlled company

		2005		2004
- The group
Capital	$	--	$	--
Share of post acquisition reserve		(43,941.80)		--
	$	(43,941.80)	$	--

Particulars of the jointly controlled company are as follows:

Name of Company	Percentage of Profit sharing	Country of incorporation	Principal activities
BEM1-C Contract Consortium	76.5%	Malaysia	Design, carry out, perform, execute and complete the Bakun Hydroelectric Project Package EM2

Impsa Asia Limited

Notes to financial statements

( Expressed in United States dollars )

(5) Interests in subsidiary companies

		2005		2004
- The company
Unquoted shares - at cost	$	16,175,701.44	$	16,175,701.44
Amount due from subsidiary companies		516,137.58		461,579.64
	$	16,691,839.02	$	16,637,281.08
Amount due to subsidiary companies		(22,977,019.67)		(21,345,316.30)
	$	(6,285,180.65)	$	(4,708,035.22)

Particulars of the subsidiary companies are as follows:

Percentage of Countries of Principal

Names of subsidiaries ordinary shares held incorporation activities

Directly Indirectly

Impsa Port Systems Limited 100% -- Hong Kong Production and marketing

of port machinery

and equipment

Impsa Port Systems Sdn. Bhd. -- 100% Malaysia The installation of

cranes; undertaking

related maintenance

and services works and

charging royalties in

consideration of granting

licence for the use

of technology

e-SeaPorts Sdn. Bhd. 100% -- Malaysia The supplies and development

of software and hardware

of crane operations,

maintenance and

management systems

IPS Port Systems Ltda. -- 99% Brazil Production and marketing

of port machinery

and equipment

IPS Global Services Sdn. Bhd. -- 100% Malaysia Providing engineering and

technical know-how

consultancy and services

and trade in supplies related

to various industries

Impsa Port Systems Argentina S.A. -- 99.19% Argentina Mainly services with

port activities

IPS Jikelele Cranes (Pty) Limited -- 55% Republic of Production and marketing of

South Africa port machinery and

equipment

PT Impsa Port Systems -- 100% Indonesia Trading and services, especially in export and import of container cranes, other handling equipment, grab and ship unloaders, crane monitoring and diagnostic system, and dedicated port software system.

Impsa Asia Limited

Notes to financial statements

( Expressed in United States dollars )

(6) Inventories

		2005		2004
- The group
Work-in-progress	$	30,932,624.97	$	24,691,898.11
Deduct : Provision for foreseeable losses		(4,488,338.00)		(4,516,232.74)
	$	26,444,286.97	$	20,175,665.37
- The company
Work-in-progress	$	24,385,286.77	$	24,312,908.11
Deduct : Provision for foreseeable losses		(4,488,338.00)		(4,488,338.00)
	$	19,896,948.77	$	19,824,570.11

(7) Share capital

		2005		2004
- The group and the company
Authorized, issued and fully paid :
125,848,080 shares of US$0.1282 each	$	16,134,369.00	$	16,134,369.00

(8) Turnover

Turnover represents the net invoiced value after deducting discounts and returns for the year.

Impsa Asia Limited

Notes to financial statements

( Expressed in United States dollars )

(9) Group profit from ordinary activities before taxation

Group profit from ordinary activities before taxation is arrived at

after charging the following :

2005 2004

1. Finance Cost

Interest expenses on bank loans, overdrafts and other borrowings	$	1,581,214.45	$	920,752.39
Less : Interest expenses charged to cost of sales		845,817.04		920,549.94
	$	735,397.41	$	202.45
Bank charges	$	1,284,103.49	$		509,864.71
Less: Bank charges charged to cost of sales		653,920.64			379,900.58
	$	630,182.85	$		129,964.13
Hire purchase interest	$	--	$		914.47
	$	1,365,580.26	$		131,081.05

(b) Other items

Audit fee	$	69,547.21	$	58,185.47
Depreciation		179,929.39		136,707.92
Directors’ emoluments		69,517.89		76,128.16
Exchange loss		114,881.14		--
Rental payments under operating leases		347,706.70		408,882.69
and after crediting :
Bank interest received	$	904,957.53	$	277,487.80
Gain on disposal of fixed assets		228.49		235.54
Exchange gain		17,799.58		2,032.27

Impsa Asia Limited

Notes to financial statements

( Expressed in United States dollars )

(10) Taxation

No provision for Hong Kong profits tax has been provided as there is no assessable profit derived from Hong Kong.

Overseas taxation is calculated at the rates prevailing in the respective jurisdictions.

		2005		2004
- The taxation charge comprises:
Overseas - profits tax	$	2,044,564.07	$	19,468.70
- deferred taxation		2,542.37		6,157.89
	$	2,047,106.44	$	25,626.59

(11) Group profit from ordinary activities after taxation

The loss of the company from ordinary activities for the year dealt with in the consolidated profit and loss account amounted to USD1,312,489.88 (year ended 31/12/2004 – loss USD2,417,811.73).

1. Lease commitments

At the balance sheet date, the company had the following commitment payable in the following years under non-cancellable operating leases in respect of rented premises : -

		2005		2004
Operating leases which expire
- in the second to fifth year inclusive	$	88,541.67	$	132,500.00

(13) Contingent liabilities

As at the balance sheet date, the company had contingent liabilities in respect of the following :

		2005		2004
Irrevocable letters of credit outstanding	US$	140,000.00	US$	20,815,285.00

Impsa Asia Limited

Notes to financial statements

( Expressed in United States dollars )

1. Bank loans and overdraft

		2005		2004
Bank loans :
Repayable within 1 year	$	24,952,422.44	$	23,238,798.97
Overdraft		520,891.38		379,237.73
	$	25,473,313.82	$	23,618,036.70
Amount due within 1 year included under
Current liabilities		25,473,313.82		23,618,036.70
	$	--	$	--

(15) Ultimate holding company

In the opinion of the directors, the ultimate holding company of the company is Industrias Metalurgicas

Pescarmona S.A.I.C.Y.F., a company incorporated in Argentina.

Impsa Asia Limited

Detailed consolidated profit and loss account

For the year ended 31st December 2005

(For management purposes only)

( Expressed in United States dollars )

				2005		2004
	Sales		$	81,672,733.13	$	43,515,844.50
	Deduct : Cost of sales			74,149,635.31		40,342,783.50
	Gross profit		$	7,523,097.82	$	3,173,061.00
	Add : Bank interest received			904,957.53		277,487.80
	Exchange gain			17,799.58		2,032.27
	Sundry income			190,684.06		320,069.08
	Gain on disposal of fixed assets			228.49		235.54
			$	8,636,767.48	$	3,772,885.69
	Deduct :
	Expenses
	Administrative		$	4,912,692.86	$	3,082,877.67
	Financial			1,199,379.76		135,635.78
	Marketing			515,633.69		286,086.48
			$	6,627,706.31	$	3,504,599.93
Group operating profit for the period			$	2,009,061.17	$	268,285.76
Share of results of jointed-controlled company				(43,941.80)		--
Share of results of associated company				586,147.27		(142,371.59)
Group profit from ordinary activities before taxation			$	2,551,266.64	$	125,914.17
Taxation				(2,047,106.44)		(25,626.59)
Group profit from ordinary activities after taxation			$	504,160.20	$	100,287.58
Minority interest				133,199.98		2,182.56
Group profit attributable to shareholders			$	637,360.18	$	102,470.14