TIDMWSL
RNS Number : 1209L
Worldsec Ld
30 April 2010
WORLDSEC LIMITED
Annual Report for the year ended 31 December 2009
CORPORATE INFORMATION
Board of Directors
Non-Executive Chairman
Alastair GUNN-FORBES
Executive Director
Henry Ying Chew CHEONG (Deputy Chairman)
Non-Executive Directors
Mark Chung FONG
HO Soo Ching
Company Secretary
May Yim CHAN
Registered Office Address
Canon's Court, 22 Victoria Street, Hamilton HM12, Bermuda
Registration Number
EC21466 Bermuda
Principal Bankers
The Hongkong and Shanghai Banking Corporation Limited
1 Queen's Road, Central, Hong Kong
Auditors
HLB Hodgson Impey Cheng
Chartered Accountants, Certified Public Accountants
31st Floor, Gloucester Tower, The Landmark, 11 Pedder Street, Central, Hong Kong
Solicitors
Linklaters
One, Silk Street, London EC2Y 8HQ, England
Principal Share Registrar and Transfer Office
Appleby Management (Bermuda) Ltd.
Argle House, 41A Cedar Avenue, Hamilton HM12, Bermuda
International Branch Registrar
Capita Registers (Jersey) Limited
12 Castle Street, St Helier, Jersey, JE2 3RT
United Kingdom Transfer Agent
Capita Registrars
The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, England
Investor Relations
For further information about Worldsec Limited, please contact:
Henry Ying Chew CHEONG
Executive Director
Worldsec Group
6th Floor, New Henry House, 10 Ice House Street, Central, Hong Kong
+------------------------------------------------------------+------+-------+
| | | |
| CONTENTS | | |
+------------------------------------------------------------+------+-------+
| | | Page |
+------------------------------------------------------------+------+-------+
| | | |
+------------------------------------------------------------+------+-------+
| Chairman's statement | | 1 |
+------------------------------------------------------------+------+-------+
| Directors' report | | 2 |
+------------------------------------------------------------+------+-------+
| Statement of directors' responsibilities | | 6 |
+------------------------------------------------------------+------+-------+
| Independent Auditors' report | | 7 |
+------------------------------------------------------------+------+-------+
| Consolidated statement of comprehensive income | | 8 |
+------------------------------------------------------------+------+-------+
| Consolidated statement of recognized income and expense | | 9 |
+------------------------------------------------------------+------+-------+
| Consolidated statement of financial position | | 10 |
+------------------------------------------------------------+------+-------+
| Statement of financial position | | 11 |
+------------------------------------------------------------+------+-------+
| Consolidated statement of cash flows | | 12 |
+------------------------------------------------------------+------+-------+
| Notes to the consolidated financial statements | | 13 |
+------------------------------------------------------------+------+-------+
| Biographical notes on the directors | | 32 |
+------------------------------------------------------------+------+-------+
| | | |
+------------------------------------------------------------+------+-------+
CHAIRMAN'S STATEMENT
RESULTS
The audited consolidated loss for the year was US$300,000 compared with a loss
of US$258,000 in previous year. Loss per share was US 2 cents (2008: Loss per
share of US 2 cents).
THE YEAR IN REVIEW
For the year ended 31 December 2009, the Group incurred a net loss of
US$300,000. This compares to the net loss of US$258,000 for the last year. The
increased loss was due to higher legal and professional fee charge during the
year which amounted to approximately US$116,000 as compared with US$18,000 the
previous year. Of the US$116,000, approximately US$100,000 were payments for
advisory services related to the Company reactivation project. Other
administrative expenses items had been reduced slightly. At the end of 31
December 2009, Group shareholders' funds stood at US$1.41 million as compared to
US$1.71 million at the end of December 2008.
PROSPECTS
During the year, the Board continued to explore opportunity in the financial
services and other new suitable business, and in the meantime we have engaged a
financial adviser and legal adviser in the U.K. to advise us on the reactivation
of the Company. Shareholders will be informed as soon as the Board has evaluated
a suitable business proposition.
Alastair GUNN-FORBES
Non-Executive Chairman
27 April 2010
DIRECTORS' REPORT
The directors submit their annual report and the financial statements for the
year ended 31 December 2009.
PRINCIPAL ACTIVITIES
The principal activity of Worldsec Limited (the "Company") is investment
holding. Prior to the sale of most of its undertakings in the last quarter of
2002, the Group was engaged in agency broking in securities, futures and options
dealing and provided corporate finance, financial advisory and nominee services.
REVIEW AND PROSPECTS
The results of the Company and its subsidiaries (the "Group") for the year are
set out in the Consolidated Statement of Comprehensive Income on page 8.
As stated in the Chairman's statement on page 1, the Board continues to explore
opportunities in the financial services and other new suitable business.
Shareholders will be informed as soon as the Board has evaluated a suitable
business proposition.
DIRECTORS
The directors during the year and up to the date of this report were:
Non-Executive Chairman
Alastair Gunn-Forbes
Executive Director
Henry Ying Chew Cheong
Non-Executive Directors
Mark Chung Fong
Ho Soo Ching
Brief biographical notes on the directors serving at the date of this Report are
set out on page 32.
Save as disclosed in note 17, none of the directors had during the year or at
the end of the year material interest, directly or indirectly, in any contract
of significance with the Company or any of its subsidiaries.
In accordance with the Bye-Laws of the Company, Mr. Ho Soo Ching will retire by
rotation at the forthcoming Annual General Meeting and, being eligible, offers
himself for re-election.
DIRECTORS' INTERESTS
The interests of the individuals who were directors during the year in the
issued share capital of the Company, including the interests of persons
connected with a director (within the meaning of Section 346 of the United
Kingdom Companies Act 1985 (as amended) as if the Company were incorporated in
England), the existence of which is known to, or could with reasonable diligence
be ascertained by, that director, whether or not held through another party, are
as follows:
+----------------------+-----+--------------------+------------------+
| | | At 1 January 2009 | At 31 December |
| | | | 2009 |
+----------------------+-----+--------------------+------------------+
| | | No. of shares | No. of shares |
+----------------------+-----+--------------------+------------------+
| | | | |
+----------------------+-----+--------------------+------------------+
| Alastair Gunn-Forbes | | 15,000 | 15,000 |
+----------------------+-----+--------------------+------------------+
| Henry Ying Chew | | 950,000 | (Note) 950,000 |
| Cheong | | | |
+----------------------+-----+--------------------+------------------+
| Mark Chung Fong | | Nil | Nil |
+----------------------+-----+--------------------+------------------+
| Ho Soo Ching | | Nil | Nil |
+----------------------+-----+--------------------+------------------+
+--------+----------------------------------------------------------+
| Note: | Henry Ying Chew Cheong owns, in addition to the |
| | beneficial interest in 950,000 ordinary shares of |
| | US$0.001 each in the Company, 2 ordinary shares of US$1 |
| | each in Grand Acumen Holdings Limited ("GAH"), |
| | representing 25% of the issued share capital of GAH. GAH |
| | beneficially owns 3,225,000 ordinary shares of US$0.001 |
| | each in the Company. |
+--------+----------------------------------------------------------+
| | |
+--------+----------------------------------------------------------+
| | In addition, HC Investment Holdings Limited ("HCIH") is |
| | wholly owned by Henry Ying Chew Cheong. HCIH |
| | beneficially owns 2,751,000 ordinary shares of US$0.001 |
| | each in the Company. |
+--------+----------------------------------------------------------+
Save as disclosed above, none of the directors named above had an interest,
whether beneficial or non-beneficial, in any shares or debentures of any group
company at the beginning or at the end of the year. None of the directors named
above, or members of their immediate families, held, exercised or were awarded
any right to subscribe for any shares or debentures of the group companies
during the year.
DIRECTORS' REMUNERATION
The remuneration of the directors of the Company for the year ended 31 December
2009 were as follows:
+------------------------------+----------+-+------------+-+----------+
| | Fees | | Emoluments | | Total |
+------------------------------+----------+-+------------+-+----------+
| | US$'000 | | US$'000 | | US$'000 |
+------------------------------+----------+-+------------+-+----------+
| | | | | | |
+------------------------------+----------+-+------------+-+----------+
| Alastair Gunn-Forbes | - | | - | | - |
+------------------------------+----------+-+------------+-+----------+
| Henry Ying Chew Cheong | - | | - | | - |
+------------------------------+----------+-+------------+-+----------+
| Mark Chung Fong | 16.5 | | - | | 16.5 |
+------------------------------+----------+-+------------+-+----------+
| Ho Soo Ching | 16.5 | | - | | 16.5 |
+------------------------------+----------+-+------------+-+----------+
| | | | | | |
+------------------------------+----------+-+------------+-+----------+
| | 33 | | - | | 33 |
+------------------------------+----------+-+------------+-+----------+
PROVIDENT FUND AND PENSION CONTRIBUTION FOR DIRECTOR
During the year under review, there was no provident fund and pension
contribution for the director.
SERVICE CONTRACTS
There are no existing service contracts between any of the directors and the
Company or any of its subsidiaries which cannot be determined without payment of
compensation (other than any statutory compensation). It is anticipated that
service contracts between Company and its executive directors will be proposed
together with the proposal to re-active the business activities of the Group.
MAJOR INTERESTS IN SHARES
At 22 April 2010, being the latest practicable date prior to the notice of
meeting at which this annual report and financial statements are to be laid
before the Company in general meeting, the Company was aware of the following
direct or indirect interests (other than directors' interests) representing 3
per cent, or more of the Company's issued share capital:
+-----------------------------------+--------------+--+--------------+
| | | | Percentage |
| | No. of | | of |
| | shares | | issued share |
| | | | capital |
+-----------------------------------+--------------+--+--------------+
| | | | |
+-----------------------------------+--------------+--+--------------+
| Grand Acumen Holdings Limited | 3,225,000 | | 24.10% |
+-----------------------------------+--------------+--+--------------+
| HC Investment Holdings Limited | 2,751,000 | | 20.60% |
+-----------------------------------+--------------+--+--------------+
| First Taisec Securities (Asia) | 630,000 | | 4.70% |
| Limited | | | |
+-----------------------------------+--------------+--+--------------+
| The Bank of New York (Nominees) | 550,000 | | 4.10% |
| Limited | | | |
+-----------------------------------+--------------+--+--------------+
GOING CONCERN
After making enquiries, the directors have considered that it is appropriate to
prepare the financial statements on a basis other than that of a going concern
as the Group no longer has a trading operation during the year. Details of the
basis of preparation are set out in note 3 to the financial statements.
CORPORATE GOVERNANCE
The Company is eligible for exemption from the Financial Services Authority's
requirements relating to corporate governance disclosures but the directors have
decided to provide certain disclosures which are set out as below.
The board, with an independent non-executive chairman and three quarter of its
members being non-executive directors, is committed to high standards of
corporate governance. The Company has in the past applied all the principles
set out in the Combined Code on Corporate Governance ("the Combined Code").
However, since the Group's withdrawal from its main business, certain aspects of
the Combined Code became increasingly not applicable in the form that had been
previously been applied. As a result, the responsibilities of the board
committees including the remuneration and audit committees reverted to the
board.
Following the decision in 2003 to liquidate Worldsec International Limited, the
Group's main operating company in the past, certain aspects of the Group's
established internal control procedures also became inapplicable as these
procedures were formerly designed to cater for a trading operation. The board
has implemented suitable alternative measures to safeguard the Group's assets.
The spirit of corporate governance continues in effect but previous operating
procedures have been modified as and when they became inapplicable.
POLICY ON REMUNERATION
As the Group has practically ceased business operations, the previous policy on
remuneration for employees and directors which was designed to motivate
employees' performance is no longer applicable. A new remuneration policy will
be adopted as and when appropriate.
The Group's remuneration packages for directors are reviewed from time to time
by, and are subject to approval by the board. Details of the directors'
remuneration and provident fund and pension fund contributions are set out in
this report on page 3.
WORLDSEC EMPLOYEE SHARE OPTION SCHEME 1997
No share options have been granted under the scheme since its adoption in a
general meeting on 26 February 1997. No director held any option to subscribe
for shares in the Company during the year.
RELATION WITH SHAREHOLDERS
Communication with shareholders is given high priority. Information about the
Group's activities is provided in the Annual Report and the Interim Report which
are sent to shareholders. There is regular dialogue with institutional investors
and enquiries are dealt with in an informative and timely manner. All
shareholders are encouraged to attend the Annual General Meeting at which
directors are introduced and available for questions.
AUDITORS
The financial statements have been audited by Messrs. HLB Hodgson Impey Cheng. A
resolution to re-appoint Messrs. HLB Hodgson Impey Cheng as auditors of the
Company will be proposed at the forthcoming Annual General Meeting.
On behalf of the Board
Henry Ying Chew Cheong
Executive Director
27 April 2010
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing financial statements for each
financial year which give a true and fair view of the state of affairs of the
Company and the Group as at the end of the financial year and of the profit or
loss of the Group for that period. In preparing those financial statements, the
directors are required to:
- select suitable accounting policies and then apply them
consistently;
- make judgments and estimate that are reasonable and prudent;
- state whether applicable accounting standards have been followed;
and
- prepare the financial statements on a going concern basis unless it
is inappropriate to presume that the Group will continue in business.
The directors confirm that they have met the above requirements.
The directors are responsible for keeping proper accounting records which
disclose with reasonable accuracy at any time the financial position of the
Group. They are also responsible for the Group's system of internal financial
control, for safeguarding the assets of the Group and hence for taking
reasonable steps for the prevention and detection of fraud and other
irregularities.
On behalf of the Board
Henry Ying Chew Cheong
Executive Director
27 April 2010
INDEPENDENT AUDITORS' REPORT
TO THE MEMBERS OF WORLDSEC LIMITED
(incorporated in Bermuda with limited liability)
We have audited the consolidated financial statements of Worldsec Limited (the
"Company") and its subsidiaries (hereafter collectively referred to as the
"Group") set out on pages 8 to 31, which comprise the consolidated and company
statements of financial position as at 31 December 2009, and the consolidated
statement of comprehensive income, the consolidated statement of recognized
income and expense and the consolidated statement of cash flows for the year
then ended, and a summary of significant accounting policies and other
explanatory notes.
Directors' responsibility for the consolidated financial statements
The directors of the Company are responsible for the preparation and fair
presentation of these consolidated financial statements in accordance with
International Financial Reporting Standards issued by the International
Accounting Standards Board and with the requirements of Section 90 of the
Bermuda Companies Act. This responsibility includes designing, implementing and
maintaining internal control relevant to the preparation and the true and fair
presentation of the consolidated financial statements that are free from
material misstatement, whether due to fraud or error; selecting and applying
appropriate accounting policies; and making accounting estimates that are
reasonable in the circumstances.
Auditors' responsibility
Our responsibility is to express an opinion on these consolidated financial
statements based on our audit and to report our opinion solely to you, as a
body, in accordance with Section 90 of the Bermuda Companies Act, and for no
other purpose. We do not assume responsibility towards or accept liability to
any other person of the contents of this report. We conducted our audit in
accordance with International Standards on Auditing issued by the International
Federation of Accountants. Those standards require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance
whether the consolidated financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about the
amounts and disclosures in the consolidated financial statements. The procedures
selected depend on the auditors' judgment, including the assessment of the risks
of material misstatement of the consolidated financial statements, whether due
to fraud or error. In making those risk assessments, the auditors consider
internal control relevant to the entity's preparation and fair presentation of
the consolidated financial statements in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the entity's internal control. An audit also
includes evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made by management, as well as evaluating
the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the accompanying consolidated financial statements give a true
and fair view of the financial position of the Company and of the Group as at 31
December 2009 and of the Group's loss and cash flows for the year then ended in
accordance with International Financial Reporting Standards.
Other matters
In forming our opinion, which is not qualified, we draw your attention to note 3
to the consolidated financial statements which states that the consolidated
financial statements have been prepared on the basis that the Company is no
longer a going concern.
HLB Hodgson Impey Cheng
Chartered Accountants
Certified Public Accountants
Hong Kong, 27 April 2010
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2009
+------------------------------+----+--------+-----------+--+----------+
| | | | Year ended 31 December |
+------------------------------+----+--------+-------------------------+
| | | Notes | 2009 | | 2008 |
+------------------------------+----+--------+-----------+--+----------+
| | | | US$'000 | | US$'000 |
+------------------------------+----+--------+-----------+--+----------+
| | | | | | |
+------------------------------+----+--------+-----------+--+----------+
| Interest income | | 6 | - | | 3 |
+------------------------------+----+--------+-----------+--+----------+
| Staff costs | | 7 | (33) | | (34) |
+------------------------------+----+--------+-----------+--+----------+
| Other expenses | | | (267) | | (227) |
+------------------------------+----+--------+-----------+--+----------+
| | | | | | |
+------------------------------+----+--------+-----------+--+----------+
| Loss before tax | | 8 | (300) | | (258) |
+------------------------------+----+--------+-----------+--+----------+
| Income tax expense | | 9 | - | | - |
+------------------------------+----+--------+-----------+--+----------+
| | | | | | |
+------------------------------+----+--------+-----------+--+----------+
| Loss for the year | | | (300) | | (258) |
+------------------------------+----+--------+-----------+--+----------+
| | | | | | |
+------------------------------+----+--------+-----------+--+----------+
| Loss attributable to : | | | | | |
+------------------------------+----+--------+-----------+--+----------+
| Owners of the Company | | | (300) | | (258) |
+------------------------------+----+--------+-----------+--+----------+
| | | | | | |
+------------------------------+----+--------+-----------+--+----------+
| | | | | | |
+------------------------------+----+--------+-----------+--+----------+
| Loss per share - basic and | | 10 | (2) cents | | (2) |
| diluted | | | | | cents |
+------------------------------+----+--------+-----------+--+----------+
The accompanying notes form an integral part of these financial statements.
CONSOLIDATED STATEMENT OF RECOGNIZED INCOME AND EXPENSE
FOR THE YEAR ENDED 31 DECEMBER 2009
+------------------------------------------+-----------+--+----------+
| | Year ended 31 December |
+------------------------------------------+-------------------------+
| | 2009 | | 2008 |
+------------------------------------------+-----------+--+----------+
| | US$'000 | | US$'000 |
+------------------------------------------+-----------+--+----------+
| | | | |
+------------------------------------------+-----------+--+----------+
| Net income recognized directly in equity | - | | - |
+------------------------------------------+-----------+--+----------+
| Loss for the year | (300) | | (258) |
+------------------------------------------+-----------+--+----------+
| | | | |
+------------------------------------------+-----------+--+----------+
| Total recognized income and expense for | (300) | | (258) |
| the year | | | |
+------------------------------------------+-----------+--+----------+
| | | | |
+------------------------------------------+-----------+--+----------+
The accompanying notes form an integral part of these financial statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AT 31 DECEMBER 2009
+------------------------------+----+-------+-----------+--+----------+
| | |Notes | 2009 | | 2008 |
+------------------------------+----+-------+-----------+--+----------+
| | | | US$'000 | | US$'000 |
+------------------------------+----+-------+-----------+--+----------+
| | | | | | |
+------------------------------+----+-------+-----------+--+----------+
| Current assets | | | | | |
+------------------------------+----+-------+-----------+--+----------+
| Cash and bank balances | | 13 | 1,687 | | 2,045 |
+------------------------------+----+-------+-----------+--+----------+
| | | | | | |
+------------------------------+----+-------+-----------+--+----------+
| Current liabilities | | | | | |
+------------------------------+----+-------+-----------+--+----------+
| Other payables and accruals | | 14 | (282) | | (340) |
+------------------------------+----+-------+-----------+--+----------+
| | | | | | |
+------------------------------+----+-------+-----------+--+----------+
| Net current assets | | | 1,405 | | 1,705 |
+------------------------------+----+-------+-----------+--+----------+
| | | | | | |
+------------------------------+----+-------+-----------+--+----------+
| Net assets | | | 1,405 | | 1,705 |
+------------------------------+----+-------+-----------+--+----------+
| | | | | | |
+------------------------------+----+-------+-----------+--+----------+
| Capital and reserves | | | | | |
+------------------------------+----+-------+-----------+--+----------+
| Share capital | | 15 | 13 | | 13 |
+------------------------------+----+-------+-----------+--+----------+
| Contributed surplus | | 16 | 9,646 | | 9,646 |
+------------------------------+----+-------+-----------+--+----------+
| Special reserve | | 16 | 625 | | 625 |
+------------------------------+----+-------+-----------+--+----------+
| Accumulated losses | | 16 | (8,879) | | (8,579) |
+------------------------------+----+-------+-----------+--+----------+
| | | | | | |
+------------------------------+----+-------+-----------+--+----------+
| Equity shareholders' funds | | | 1,405 | | 1,705 |
+------------------------------+----+-------+-----------+--+----------+
The financial statements on pages 8 to 31 were approved and authorized for issue
by the Board of Directors on 27 April 2010 and signed on its behalf by:
+--------------------------+---------+--------------------------+
| | | |
+--------------------------+---------+--------------------------+
| Alastair Gunn-Forbes | | Henry Ying Chew Cheong |
| Director | | Director |
+--------------------------+---------+--------------------------+
The accompanying notes form an integral part of these financial statements.
STATEMENT OF FINANCIAL POSITION
AT 31 DECEMBER 2009
+------------------------------+----+-------+-----------+--+----------+
| | |Notes | 2009 | | 2008 |
+------------------------------+----+-------+-----------+--+----------+
| | | | US$'000 | | US$'000 |
+------------------------------+----+-------+-----------+--+----------+
| | | | | | |
+------------------------------+----+-------+-----------+--+----------+
| Current assets | | | | | |
+------------------------------+----+-------+-----------+--+----------+
| Interests in subsidiaries | | 11 | 2,171 | | 2,207 |
+------------------------------+----+-------+-----------+--+----------+
| Amounts due from | | 12 | 154 | | 98 |
| subsidiaries | | | | | |
+------------------------------+----+-------+-----------+--+----------+
| Cash and bank balances | | 13 | 1,612 | | 1,925 |
+------------------------------+----+-------+-----------+--+----------+
| | | | | | |
+------------------------------+----+-------+-----------+--+----------+
| | | | 3,937 | | 4,230 |
+------------------------------+----+-------+-----------+--+----------+
| Current liabilities | | | | | |
+------------------------------+----+-------+-----------+--+----------+
| Other payables and accruals | | 14 | (204) | | (197) |
+------------------------------+----+-------+-----------+--+----------+
| Amounts due to subsidiaries | | 12 | (2,328) | | (2,328) |
+------------------------------+----+-------+-----------+--+----------+
| | | | | | |
+------------------------------+----+-------+-----------+--+----------+
| | | | (2,532) | | (2,525) |
+------------------------------+----+-------+-----------+--+----------+
| | | | | | |
+------------------------------+----+-------+-----------+--+----------+
| Net current assets | | | 1,405 | | 1,705 |
+------------------------------+----+-------+-----------+--+----------+
| | | | | | |
+------------------------------+----+-------+-----------+--+----------+
| Net assets | | | 1,405 | | 1,705 |
+------------------------------+----+-------+-----------+--+----------+
| | | | | | |
+------------------------------+----+-------+-----------+--+----------+
| Capital and reserves | | | | | |
+------------------------------+----+-------+-----------+--+----------+
| Share capital | | 15 | 13 | | 13 |
+------------------------------+----+-------+-----------+--+----------+
| Contribution surplus | | 16 | 9,646 | | 9,646 |
+------------------------------+----+-------+-----------+--+----------+
| Accumulated losses | | 16 | (8,254) | | (7,954) |
+------------------------------+----+-------+-----------+--+----------+
| | | | | | |
+------------------------------+----+-------+-----------+--+----------+
| Equity shareholders' funds | | | 1,405 | | 1,705 |
+------------------------------+----+-------+-----------+--+----------+
The financial statements on pages 8 to 31 were approved and authorized for issue
by the Board of Directors on 27 April 2010 and signed on its behalf by:
+--------------------------+---------+---------------------------+
| | | |
+--------------------------+---------+---------------------------+
| Alastair Gunn-Forbes | | Henry Ying Chew Cheong |
| Director | | Director |
+--------------------------+---------+---------------------------+
The accompanying notes form an integral part of these financial statements.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2009
+------------------------+----------+----------+--------+----------+--+--------+----------+--+-----------+
| | | | | | Year ended 31 December |
+------------------------+----------+----------+----------------------+--------+-------------------------+
| | | | | Note | 2009 | | 2008 |
+------------------------+----------+----------+----------------------+--------+----------+--+-----------+
| | | | | | US$'000 | | US$'000 |
+------------------------+----------+----------+----------------------+--------+----------+--+-----------+
| Cash flows from | | | | | | | |
| operating activities | | | | | | | |
+------------------------+----------+----------+----------------------+--------+----------+--+-----------+
| Loss for the year | | | | (300) | | (258) |
+-----------------------------------+----------+----------------------+--------+----------+--+-----------+
| | | | | | | |
+-----------------------------------+----------+----------------------+--------+----------+--+-----------+
| Interest income | | | | - | | (3) |
+-----------------------------------+----------+----------------------+--------+----------+--+-----------+
| | | | | | | |
+-----------------------------------+----------+----------------------+--------+----------+--+-----------+
| | | | | (300) | | (261) |
+-----------------------------------+----------+----------------------+--------+----------+--+-----------+
| | | | | | | |
+-----------------------------------+----------+----------------------+--------+----------+--+-----------+
| Movements in working capital | | | |
+------------------------------------------------------------------------------+----------+--+-----------+
| (Decrease)/Increase in other payables and accruals | | (58) | | 21 |
+---------------------------------------------------------------------+--------+----------+--+-----------+
| | | | |
+------------------------------------------------------------------------------+----------+--+-----------+
| Net cash used in operating activities | (358) | | (240) |
+------------------------------------------------------------------------------+----------+--+-----------+
| | | | | | | |
+-----------------------------------+----------+----------------------+--------+----------+--+-----------+
| Cash flows from investing | | | | | | |
| activities | | | | | | |
+-----------------------------------+----------+----------------------+--------+----------+--+-----------+
| Interest received | | | | - | | 3 |
+-----------------------------------+----------+----------------------+--------+----------+--+-----------+
| | | | | |
+---------------------------------------------------------------------+--------+----------+--+-----------+
| Net cash generated from investing activities | | - | | 3 |
+---------------------------------------------------------------------+--------+----------+--+-----------+
| | | | | | |
+------------------------------------------------------------------+--+--------+----------+--+-----------+
| Net decrease in cash and cash equivalents | | | (358) | | (237) |
+------------------------------------------------------------------+--+--------+----------+--+-----------+
| | | | | | | |
+-------------------------------------------------------+----------+--+--------+----------+--+-----------+
| Cash and cash equivalents as at 1 January | | | | 2,045 | | 2,282 |
+-------------------------------------------------------+----------+--+--------+----------+--+-----------+
| | | | | | | |
+-------------------------------------------------------+----------+--+--------+----------+--+-----------+
| Cash and cash equivalents as at 31 December | | | | | | |
| Cash and bank balances | | | 13 | 1,687 | | 2,045 |
+-------------------------------------------------------+----------+--+--------+----------+--+-----------+
| | | | | | | | | | |
+------------------------+----------+----------+--------+----------+--+--------+----------+--+-----------+
The accompanying notes form an integral part of these financial statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2009
1. GENERAL INFORMATION
The Company is a public listed company incorporated in Bermuda and its
shares are listed on the London Stock Exchange. The addresses of the registered
office and principal place of business of the Company are disclosed in the
corporate information to the annual report.
The principal activity of the Company is investment holding. The
principal activities of the Company's subsidiaries are set out in note 11 to the
consolidated financial statement.
2. ADOPTION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS
In the current year, the Group has adopted all of the new and revised Standards
and Interpretations issued by the International Accounting Standards Board (the
"IASB") and the International Financial Reporting Interpretations Committee (the
"IFRIC") of the IASB that are relevant to its operations and effective for
annual reporting periods beginning on 1 January 2009. The adoption of these new
and revised Standards and Interpretations has no significant impact on the
financial statements of the Group.
The impact of the application of the new and revised Standards and
Interpretation is discussed below. The impact on basic and diluted earnings per
share is discussed in note 10.
Standards affecting presentation and disclosure
IAS 1 (as revised in 2007) Presentation of Financial Statements
IAS 1(2007) has introduced terminology changes (including revised titles for the
financial statements) and changes in the format and content of the financial
statements.
IFRS 8 Operating Segments
IFRS 8 is a disclosure Standard that has resulted in a redesignation of the
Group's reportable segments.
Improving Disclosures about Financial Instruments (Amendments to IFRS 7
Financial Instruments: Disclosures)
The amendments to IFRS 7 expand the disclosures required in respect of fair
value measurements and liquidity risk. The Group has elected not to provide
comparative information for these expanded disclosures in the current year in
accordance with the transitional reliefs offered in these amendments.
Amendments to IFRS 5 Non-current Assets Held for Sale and Discontinued
Operations (adopted in advance of effective date of 1 January 2010)
Disclosures in these financial statements have been modified to reflect the
IASB's clarification (as part of Improvements to IFRSs (2009)) that the
disclosure requirements in Standards other than IFRS 5 do not generally apply to
non-current assets classified as held for sale and discontinued operations.
Amendments to IAS 7 Statement of Cash Flows (adopted in advance of effective
date of 1 January 2010)
The amendments (part of Improvements to IFRSs (2009)) specify that only
expenditures that result in a recognized asset in the statement of financial
position can be classified as investing activities in the statement of cash
flows. Consequently, cash flows in respect of development costs that do not meet
the criteria in IAS 38 Intangible Assets for capitalisation as part of an
internally generated intangible asset (and, therefore, are recognized in profit
or loss as incurred) have been reclassified from investing to operating
activities in the statement of cash flows.
Standards and Interpretations adopted with no effect on financial statements
The following new and revised Standards and Interpretations have also been
adopted in these financial statements. Their adoption has not had any
significant impact on the amounts reported in these financial statements but may
impact the accounting for future transactions or arrangements.
IAS 28 (as revised in 2008) Investments in Associates
IAS 28(2008) has been adopted in advance of its effective date (annual periods
beginning on or after 1 July 2009). The principle adopted under IAS 27(2008)
that a loss of control is recognized as a disposal and re-acquisition of any
retained interest at fair value is extended by consequential amendment to IAS
28; therefore, when significant influence is lost, the investor measures any
investment retained in the former associate at fair value, with any
consequential gain or loss recognized in profit or loss.
IAS 28(2008) has been adopted for periods beginning on or after 1 January 2009
and has been applied prospectively in accordance with the relevant transitional
provisions.
IFRIC 13 Customer Loyalty Programmes
The adoption of IFRIC 13 has resulted in a change to the Group's accounting
policy for its customer loyalty programme. IFRIC 13 requires that transactions
be accounted for as 'multiple element revenue transactions' and that the
consideration received in the initial sale transaction be allocated between the
sale and the discount entitlements earned by the customer in that sale
transaction. The charge in accounting policy has been applied retrospectively,
in accordance with the transitional provision of IFRJC13.
Amendments to IFRS 1 First-time Adoption of International Financial Reporting
Standards IAS 27 Consolidated and Separate Financial Statements - Cost of an
Investment in a Subsidiary, Jointly Controlled Entity or Associate
The amendments deal with the measurement of the cost of investments in
subsidiaries, jointly controlled entities and associates when adopting IFRSs for
the first time and with the recognition of dividend income from subsidiaries in
a parent's separate financial statements.
Amendments to IFRS 2 Share-based Payment - Vesting Conditions and Cancellations
The amendments clarify the definition of vesting conditions for the purposes of
IFRS 2, introduce the concept of 'non-vesting' conditions, and clarify the
accounting treatment for cancellations.
IAS 23 (as revised in 2007) Borrowing Costs
The principal change to the Standard was to eliminate the option to expense all
borrowing costs when incurred. This change has had no impact on these financial
statements because it has always been the Group's accounting policy to
capitalise borrowing costs incurred on qualifying assets.
Amendments to IAS 32 Financial Instruments: Presentation and IAS 1 Presentation
of Financial Statements - Puttable Financial Instruments and Obligations Arising
on Liquidation
The revisions to IAS 32 amend the criteria for debt/equity classification by
permitting certain puttable financial instruments and instruments (or components
of instruments) that impose on an entity an obligation to deliver to another
party a pro-rata share of the net assets of the entity only on liquidation, to
be classified as equity, subject to specified criteria being met.
Standards and Interpretations in issue but not yet effective
The Group has not early applied the following new and revised Standards and
Interpretations that have been issued but not yet effective.
+-------------------------+------------------------------------------+
| IFRS (Amendment) | Improvement to IFRSs issued in 2009 2 |
+-------------------------+------------------------------------------+
| IAS 24 (Revised) | Related Party Disclosure 5 |
+-------------------------+------------------------------------------+
| IAS 27 (Revised) | Consolidated and Separate Financial |
| | Statements 1 |
+-------------------------+------------------------------------------+
| IAS 32 (Amendment) | Classification of Right issues 3 |
+-------------------------+------------------------------------------+
| IAS 39 (Amendment) | Eligible Hedging Items 1 |
+-------------------------+------------------------------------------+
| IFRS 1 (Amendment) | Additional Exemption for First-time |
| | Adopters 2 |
+-------------------------+------------------------------------------+
| IFRS 2 (Amendments) | Group Cash-settled Share-based Payment |
| | Transactions 2 |
+-------------------------+------------------------------------------+
| IFRS 3 (Revised) | Business Combinations 1 |
+-------------------------+------------------------------------------+
| IFRS 9 and IAS 39 | Financial Instruments - Classification |
| (Amendment) | and Measurement 6 |
+-------------------------+------------------------------------------+
| IFRIC - Int 17 | Distribution of Non-cash Assets to |
| | Owners 1 |
+-------------------------+------------------------------------------+
| IFRIC - Int 18 | Transfer of Assets from Customers 1 |
+-------------------------+------------------------------------------+
| IFRIC - Int 19 | Extinguishing Financial Liabilities with |
| | Equity Instruments 4 |
+-------------------------+------------------------------------------+
1 Effective for annual periods beginning on or after 1 July 2009.
2 Effective for annual periods beginning on or after 1 January 2010.
3 Effective for annual periods beginning on or after 1 February 2010.
4 Effective for annual periods beginning on or after 1 July 2010.
5 Effective for annual periods beginning on or after 1 January 2011.
6 Effective for annual periods beginning on or after 1 January 2013.
The directors anticipate that the application of these Standards, Amendments and
Interpretations in the future periods will have no material financial impact on
the financial statements of the Group.
3. SIGNIFICANT ACCOUNTING POLICIES
Basis of preparation
The financial statements have been prepared on a basis other than
that of a going concern which includes, where appropriate, writing down the
Company's assets to net realisable values. Provision has also been made for any
onerous contractual commitments at the balance sheet date. The financial
statements do not include any provision for the future costs of terminating the
business of the Company except to the extent that such costs were committed at
the balance sheet date. Accordingly, all assets are classified as current
assets.
The financial statements have been prepared in accordance with
International Financial Reporting Standards. The Group's principal accounting
policies are described below.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of
the Company and entities controlled by the Company (its subsidiaries). Control
is achieved where the Company has the power to govern the financial and
operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included
in the consolidated statement of comprehensive income from the effective date of
acquisition or up to the effective date of disposal, as appropriate.
Where necessary, adjustments are made to the financial statements of
subsidiaries to bring their accounting policies into line with those used by
other members of the Group. All intra-group transactions, balances, income and
expenses are eliminated in full on consolidation. Investments in subsidiaries
are stated at cost less impairment losses in the Company's balance sheet.
Revenue recognition
Revenue is measured at the fair value of the consideration received or
receivable. Revenue is reduced for estimated customer returns, rebates and other
similar allowances.
Interest revenue is recognized when it is probable that the
economic benefits will flow to the Group and the amount of revenue can be
measured reliably. Interest revenue is accrued on a time basis, by reference to
the principal outstanding and at the effective interest rate applicable, which
is the rate that exactly discounts estimated future cash receipts through the
expected life of the financial asset to that asset's net carrying amount on
initial recognition.
Leasing
Leases are classified as finance leases whenever the terms of the lease transfer
substantially all the risks and rewards of ownership to the lessee. All other
leases are classified as operating leases.
Foreign currencies
The individual financial statements of each group entity are presented in the
currency of the primary economic environment in which the entity operates (its
functional currency). For the purpose of the consolidated financial statements,
the results and financial position of each entity are expressed in United States
Dollars ("USD"), which is the functional currency of the Company and the
presentation currency for the consolidated financial statements.
In preparing the financial statements of the individual entities, transactions
in currencies other than the entity's functional currency (foreign currencies)
are recognized at the rates of exchange prevailing at the dates of the
transactions. At the end of each reporting period, monetary items denominated in
foreign currencies are retranslated at the rates prevailing at that date.
Non-monetary items carried at fair value that are denominated in foreign
currencies are retranslated at the rates prevailing on the date when the fair
value was determined. Non-monetary items that are measured in terms of
historical cost in a foreign currency are not retranslated.
Exchange differences are recognized in profit or loss in the period in which
they arise except for:
- exchange differences on foreign currency borrowings relating to assets under
construction for future productive use, which are included in the cost of those
assets when they are regarded as an adjustment to interest costs on those
foreign currency borrowings;
- exchange differences on transactions entered into in order to hedge certain
foreign currency risks; and
- exchange differences on monetary items receivable from or payable to a foreign
operation for which settlement is neither planned nor likely to occur (therefore
forming part of the net investment in the foreign operation), which are
recognized initially in other comprehensive income and reclassified from equity
to profit or loss on disposal or partial disposal of the net investment.
For the purpose of presenting consolidated financial statements, the assets and
liabilities of the Group's foreign operations are expressed in Currency Units
using exchange rates prevailing at the end of the reporting period. Income and
expense items are translated at the average exchange rates for the period,
unless exchange rates fluctuated significantly during that period, in which case
the exchange rates at the dates of the transactions are used. Exchange
differences arising, if any, are recognized in other comprehensive income and
accumulated in equity (attributed to non-controlling interests as appropriate).
Financial assets
All financial assets are recognized and derecognized on trade date where the
purchase or sale of a financial asset is under a contract whose terms require
delivery of the financial asset within the timeframe established by the market
concerned, and are initially measured at fair value, plus transaction costs,
except for those financial assets classified as at fair value through profit or
loss, which are initially measured at fair value.
Financial assets are classified into the following specified categories:
financial assets 'at fair value through profit or loss' (FVTPL),
'held-to-maturity' investments, 'available-for-sale' (AFS) financial assets and
'loans and receivables'. The classification depends on the nature and purpose of
the financial assets and is determined at the time of initial recognition.
Effective interest method
The effective interest method is a method of calculating the amortized cost of a
debt instrument and of allocating interest income over the relevant period. The
effective interest rate is the rate that exactly discounts estimated future cash
receipts (including all fees on points paid or received that form an integral
part of the effective interest rate, transaction costs and other premiums or
discounts) through the expected life of the debt instrument, or, where
appropriate, a shorter period to the net carrying amount on initial recognition.
Income is recognized on an effective interest basis for debt instruments other
than those financial assets classified as at FVTPL.
Loans and receivables
Trade receivables, loans, and other receivables that have fixed or determinable
payments that are not quoted in an active market are classified as 'loans and
receivables'. Loans and receivables are measured at amortized cost using the
effective interest method, less any impairment. Interest income is recognized by
applying the effective interest rate, except for short-term receivables when the
recognition of interest would be immaterial.
Impairment of financial assets
Financial assets, other than those at FVTPL, are assessed for indicators of
impairment at the end of each reporting period. Financial assets are impaired
where there is objective evidence that, as a result of one or more events that
occurred after the initial recognition of the financial asset, the estimated
future cash flows of the investment have been affected.
For listed and unlisted equity investments classified as AFS, a significant or
prolonged decline in the fair value of the security below its cost is considered
to be objective evidence of impairment.
For all other financial assets, including redeemable notes classified as AFS and
finance lease receivables, objective evidence of impairment could include:
- significant financial difficulty of the issuer or counterparty; or
- default or delinquency in interest or principal payments; or
- it becoming probable that the borrower will enter bankruptcy or financial
re-organisation.
The carrying amount of the financial asset is reduced by the impairment loss
directly for all financial assets with the exception of trade receivables, where
the carrying amount is reduced through the use of an allowance account. When a
trade receivable is considered uncollectible, it is written off against the
allowance account. Subsequent recoveries of amounts previously written off are
credited against the allowance account. Changes in the carrying amount of the
allowance account are recognized in profit or loss.
Derecognition of financial assets
The Group derecognizes a financial asset only when the contractual rights to the
cash flows from the asset expire, or when it transfers the financial asset and
substantially all the risks and rewards of ownership of the asset to another
entity. If the Group neither transfers nor retains substantially all the risks
and rewards of ownership and continues to control the transferred asset, the
Group recognizes its retained interest in the asset and an associated liability
for amounts it may have to pay. If the Group retains substantially all the risks
and rewards of ownership of a transferred financial asset, the Group continues
to recognize the financial asset and also recognizes a collateralised borrowing
for the proceeds received.
Financial liabilities
Financial liabilities are classified as either financial liabilities 'at FVTPL'
or 'other financial liabilities'.
Other financial liabilities
Other financial liabilities, including borrowings, are initially measured at
fair value, net of transaction costs.
Other financial liabilities are subsequently measured at amortized cost using
the effective interest method, with interest expense recognized on an effective
yield basis.
The effective interest method is a method of calculating the amortized cost of a
financial liability and of allocating interest expense over the relevant period.
The effective interest rate is the rate that exactly discounts estimated future
cash payments through the expected life of the financial liability, or, where
appropriate, a shorter period to the net carrying amount on initial recognition.
Derecognition of financial liabilities
The Group derecognizes financial liabilities when, and only when, the Group's
obligations are discharged, cancelled or they expire.
Cash and bank balances
Cash and bank balances comprise cash at bank and on hand, demand deposits with
banks and other short-term highly liquid investments that are directly
convertible to a known amount of cash and are insignificant risk of change in
value.
Trade and other receivables
Trade and other receivables are initially recognized at fair value and
thereafter stated at amortized cost using the effective interest rate method,
less impairment losses for bad and doubtful debts.
The impairment losses recognized is measured as the difference between the
asset's carrying amount and the present value of estimated future cash flows
discounted at the effective interest rate computed at initial recognition.
Other payables
Other payables are initially measured at fair value and subsequently measured at
the present value of the estimated future cash outflows.
Impairment of investment in a subsidiary
Assets that have an indefinite useful life or are not yet available for use are
not subject to amortization and are tested annually for impairment. Assets are
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. An impairment loss is
recognized for the amount by which the asset's carrying amount exceeds its
recoverable amount. The recoverable amount is the higher of an asset's fair
value less costs to sell and value in use. For the purposes of assessing
impairment, assets are grouped at the lowest levels for which there are
separately identifiable cash flows (cash-generating units). Non-financial assets
other than goodwill that suffered an impairment are reviewed for possible
reversal of the impairment at each reporting date.
Income tax
Income tax expense represents the sum of the tax currently payable and
deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable
profit differs from profit as reported in the consolidated statement of
comprehensive income because of items of income or expense that are taxable or
deductible in other years and items that are never taxable or deductible. The
Group's liability for current tax is calculated using tax rates that have been
enacted or substantively enacted by the end of the reporting period.
Deferred tax
Deferred tax is recognized on temporary differences between the carrying amounts
of assets and liabilities in the financial statements and the corresponding tax
bases used in the computation of taxable profit. Deferred tax liabilities are
generally recognized for all taxable temporary differences. Deferred tax assets
are generally recognized for all deductible temporary differences to the extent
that it is probable that taxable profits will be available against which those
deductible temporary differences can be utilized. Such deferred tax assets and
liabilities are not recognized if the temporary difference arises from goodwill
or from the initial recognition (other than in a business combination) of other
assets and liabilities in a transaction that affects neither the taxable profit
nor the accounting profit.
Deferred tax liabilities are recognized for taxable temporary differences
associated with investments in subsidiaries and associates, and interests in
joint ventures, except where the Group is able to control the reversal of the
temporary difference and it is probable that the temporary difference will not
reverse in the foreseeable future. Deferred tax assets arising from deductible
temporary differences associated with such investments and interests are only
recognized to the extent that it is probable that there will be sufficient
taxable profits against which to utilize the benefits of the temporary
differences and they are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each
reporting period and reduced to the extent that it is no longer probable that
sufficient taxable profits will be available to allow all or part of the asset
to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are
expected to apply in the period in which the liability is settled or the asset
realized, based on tax rates (and tax laws) that have been enacted or
substantively enacted by the end of the reporting period. The measurement of
deferred tax liabilities and assets reflects the tax consequences that would
follow from the manner in which the Group expects, at the end of the reporting
period, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to set off current tax assets against current tax liabilities
and when they relate to income taxes levied by the same taxation authority and
the Group intends to settle its current tax assets and liabilities on a net
basis.
Provisions
Provisions are recognized when the Group has a present obligation (legal or
constructive) as a result of a past event, it is probable that the Group will be
required to settle the obligation, and a reliable estimate can be made of the
amount of the obligation.
The amount recognized as a provision is the best estimate of the consideration
required to settle the present obligation at the end of the reporting period,
taking into account the risks and uncertainties surrounding the obligation.
Where a provision is measured using the cash flows estimated to settle the
present obligation, its carrying amount is the present value of those cash
flows.
When some or all of the economic benefits required to settle a provision are
expected to be recovered from a third party, a receivable is recognized as an
asset if it is virtually certain that reimbursement will be received and the
amount of the receivable can be measured reliably.
4. FINANCIAL RISK MANAGEMENT
The Group's activities expose it to a variety of financial risks: foreign
exchange risk, liquidity risk, cash flow and fair value interest rate risk, and
fair value estimation. The Group's overall risk management programme focuses on
the unpredictability of financial markets and seeks to minimise potential
adverse effects on the Group's financial performance.
Foreign currency risk
Certain financial assets and financial liabilities of the Group are denominated
in foreign currencies. It did not have material transactions in foreign
currency, nor did it enter into any foreign exchange forward contracts.
The carrying amounts of the Group's foreign currency denominated financial
assets and financial liabilities at the reporting date are as follows:
+--------+-----------+----------+----------+----------+----------+----------+----------+----------+
| | | Liabilities | | Assets |
+--------+-----------+--------------------------------+----------+--------------------------------+
| | | 2009 | | 2008 | | 2009 | | 2008 |
+--------+-----------+----------+----------+----------+----------+----------+----------+----------+
| | | US$'000 | | US$'000 | | US$'000 | | US$'000 |
+--------+-----------+----------+----------+----------+----------+----------+----------+----------+
| | | | | | | | | |
+--------+-----------+----------+----------+----------+----------+----------+----------+----------+
| HKD | | 113 | | 113 | | 99 | | 158 |
+--------+-----------+----------+----------+----------+----------+----------+----------+----------+
| Others | | 32 | | 93 | | 45 | | 84 |
+--------+-----------+----------+----------+----------+----------+----------+----------+----------+
At 31 December 2009, if US dollar had weakened/strengthened by 1% against the HK
dollar with all other variables held constant, post-tax profit for the year
would have been US$134 (2008: US$455) higher/lower, mainly as a result of
foreign exchange gains/losses on translation of HK Dollar-denominated bank
balances and other payables and accruals. Profit is less sensitive to movement
in US dollar/HK dollar exchange rates in 2009 than 2008 because of the decreased
amount of US dollar denominated bankbalances and other payables and accruals.
In virtue of the exposure on other foreign currency risk being minimal, the
respective quantitative disclosures have not been prepared.
Liquidity risk
The table below analyses the Group's financial liabilities that will be settled
on a net basis into relevant maturity groupings based on the remaining period at
the consolidated statement of financial position to the contractual maturity
date. The amounts disclosed in the table are the contractual undisclosed cash
flows. Balances due within 12 months equal their carrying balances, as the
impact of discounting is not significant.
+--------------------------------------------+---------+--+---------+
| | Less | | Over |
| | than | | |
+--------------------------------------------+---------+--+---------+
| | 1 year | | 1 year |
+--------------------------------------------+---------+--+---------+
| | US$'000 | | US$'000 |
+--------------------------------------------+---------+--+---------+
| At 31 December 2009 | | | |
+--------------------------------------------+---------+--+---------+
| Other payables and accruals | 282 | | - |
+--------------------------------------------+---------+--+---------+
| | | | |
+--------------------------------------------+---------+--+---------+
| At 31 December 2008 | | | |
+--------------------------------------------+---------+--+---------+
| Other payables and accruals | 340 | | - |
+--------------------------------------------+---------+--+---------+
Cash flow interest rate risk
At 31 December 2009, the Company's cash flow interest rate risk arises mainly
from bank deposits, which is primarily short-term in nature.
At 31 December 2009, if interest rates on US dollar-denominated bank deposits
had been 100 basis points higher/lower with all other variables held constant,
post-tax profit for the year would have been nil (2008: US$30) lower/higher,
mainly as a result of higher/lower interest income on bank deposits.
Fair value estimation
The carrying values less impairment provision of trade receivables and payables
are a reasonable approximation of their fair values. The fair value of financial
liabilities for disclosure purposes is estimated by discounting the future
contractual cash flows at the current market interest rate that is available to
the Group for similar financial instruments.
Capital risk management
The Group monitors capital on the basis of the debt-to-adjusted capital ratio.
This ratio is calculated as net debt divided by adjusted capital. Net debt is
calculated as total debt which includes other payables and accruals as disclosed
in note 14, less cash and bank balances as disclosed in note 13. Adjusted
capital comprises all components of equity which includes share capital,
reserves and retained earnings as disclosed in notes 15 and 16 respectively.
During 2009, the Group's strategy, which was unchanged from 2008, was to
maintain zero debt-to-adjusted capital ratio. The debt-to-adjusted capital ratio
as at 31 December 2009 and 2008 was as follows:
+------------------------------------+--------+---------+--+---------+
| | | 2009 | | 2008 |
+------------------------------------+--------+---------+--+---------+
| | | US$'000 | | US$'000 |
+------------------------------------+--------+---------+--+---------+
| | | | | |
+------------------------------------+--------+---------+--+---------+
| Total debt | | 282 | | 340 |
+------------------------------------+--------+---------+--+---------+
| Less: Cash and bank balances | | (1,687) | | (2,045) |
+------------------------------------+--------+---------+--+---------+
| | | | | |
+------------------------------------+--------+---------+--+---------+
| Net debt | | - | | - |
+------------------------------------+--------+---------+--+---------+
| | | | | |
+------------------------------------+--------+---------+--+---------+
| | | | | |
+------------------------------------+--------+---------+--+---------+
| Total equity and adjusted capital | | 1,405 | | 1,705 |
+------------------------------------+--------+---------+--+---------+
| | | | | |
+------------------------------------+--------+---------+--+---------+
| | | | | |
+------------------------------------+--------+---------+--+---------+
| Debt-to-adjusted capital ratio | | 0% | | 0% |
+------------------------------------+--------+---------+--+---------+
At 31 December 2009, the Group's principal financial instruments mainly
consisted of cash and bank balances, and other payables and accruals.
Financial instruments by categories
+--------------------------------------------+---------+--+---------+
| Financial assets | | | |
+--------------------------------------------+---------+--+---------+
| | 2009 | | 2008 |
+--------------------------------------------+---------+--+---------+
| | US$'000 | | US$'000 |
+--------------------------------------------+---------+--+---------+
| | | | |
+--------------------------------------------+---------+--+---------+
| Loans and receivables (including cash and | 1,687 | | 2,045 |
| cash equivalents) | | | |
+--------------------------------------------+---------+--+---------+
| | | | |
+--------------------------------------------+---------+--+---------+
| Financial liabilities | | | |
+--------------------------------------------+---------+--+---------+
| | | | |
+--------------------------------------------+---------+--+---------+
| Other payables and accruals (at amortized | 282 | | 340 |
| cost) | | | |
+--------------------------------------------+---------+--+---------+
5. BUSINESS AND GEOGRAPHICAL SEGMENTS
No business and geographical segment analysis are presented for the years ended
31 December 2009 and 31 December 2008 as the Group has only maintained a minimum
operation during the years.
6. INTEREST INCOME
+----------------------------------------+----------+----------+----------+
| | Year ended 31 December |
+----------------------------------------+--------------------------------+
| | 2009 | | 2008 |
+----------------------------------------+----------+----------+----------+
| | US$'000 | | US$'000 |
+----------------------------------------+----------+----------+----------+
| Interest income | | | |
+----------------------------------------+----------+----------+----------+
| Bank interest receivable | - | | 3 |
+----------------------------------------+----------+----------+----------+
7. STAFF COSTS
The aggregate cost of persons employed by the Group was as follow:
+----------------------------------------+----------+----------+----------+
| | Year ended 31 December |
+----------------------------------------+--------------------------------+
| | 2009 | | 2008 |
+----------------------------------------+----------+----------+----------+
| | US$'000 | | US$'000 |
+----------------------------------------+----------+----------+----------+
| | | | |
+----------------------------------------+----------+----------+----------+
| Wages and salaries | 33 | | 34 |
+----------------------------------------+----------+----------+----------+
| Contributions to provident fund | - | | - |
+----------------------------------------+----------+----------+----------+
| | | | |
+----------------------------------------+----------+----------+----------+
| | 33 | | 34 |
+----------------------------------------+----------+----------+----------+
| | | | |
+----------------------------------------+----------+----------+----------+
| Directors' remuneration was as follow: | | | |
+----------------------------------------+----------+----------+----------+
| | Year ended 31 December |
+----------------------------------------+--------------------------------+
| | 2009 | | 2008 |
+----------------------------------------+----------+----------+----------+
| | US$'000 | | US$'000 |
+----------------------------------------+----------+----------+----------+
| | | | |
+----------------------------------------+----------+----------+----------+
| Fees | 33 | | 34 |
+----------------------------------------+----------+----------+----------+
| Other remuneration including | | | |
+----------------------------------------+----------+----------+----------+
| contributions to pension and | - | | - |
| provident fund | | | |
+----------------------------------------+----------+----------+----------+
| | | | |
+----------------------------------------+----------+----------+----------+
| | 33 | | 34 |
+----------------------------------------+----------+----------+----------+
| | | | |
+----------------------------------------+----------+----------+----------+
| | Year ended 31 December |
+----------------------------------------+--------------------------------+
| | 2009 | | 2008 |
+----------------------------------------+----------+----------+----------+
| | US$'000 | | US$'000 |
+----------------------------------------+----------+----------+----------+
| | | | |
+----------------------------------------+----------+----------+----------+
| Salary excluding redundancy payment | - | | - |
+----------------------------------------+----------+----------+----------+
| Contributions to provident fund | - | | - |
+----------------------------------------+----------+----------+----------+
| | | | |
+----------------------------------------+----------+----------+----------+
| | - | | - |
+----------------------------------------+----------+----------+----------+
Disclosures on directors' remuneration, share options, long-term incentive
schemes, pension contributions and pension entitlements are detailed under the
headings of directors' remuneration, service contracts and provident fund and
pension contributions for directors on page 3 and 4 of the Directors' Report.
8. LOSS BEFORE TAX
Loss before tax has been arrived at after charging/(crediting):
+----------------------------------------+----------+----------+----------+
| | Year ended 31 December |
+----------------------------------------+--------------------------------+
| | 2009 | | 2008 |
+----------------------------------------+----------+----------+----------+
| | US$'000 | | US$'000 |
+----------------------------------------+----------+----------+----------+
| | | | |
+----------------------------------------+----------+----------+----------+
| Auditors' remuneration | 21 | | 21 |
+----------------------------------------+----------+----------+----------+
| Net exchange loss | - | | 3 |
+----------------------------------------+----------+----------+----------+
9. INCOME TAX EXPENSE
No provision for taxation has been made as the Group did not
generate any assessable profit for UK Corporation Tax, Hong Kong Profits Tax and
tax in other jurisdictions.
No deferred tax liabilities are recognized in the financial statements as the
Group and the Company did not have material temporary difference arising between
the tax bases of liabilities and their carrying amounts as at 31 December 2009
(2008: Nil).
The taxation for the year can be reconciled to the loss before tax per the
consolidated income statement as follows:
+-----------------------------------+----+----------+----------+----------+
| | | Year ended 31 December |
+-----------------------------------+----+--------------------------------+
| | | 2009 | | 2008 |
+-----------------------------------+----+----------+----------+----------+
| | | US$'000 | | US$'000 |
+-----------------------------------+----+----------+----------+----------+
| | | | | |
+-----------------------------------+----+----------+----------+----------+
| Loss before tax | | 300 | | 258 |
+-----------------------------------+----+----------+----------+----------+
| | | | | |
+-----------------------------------+----+----------+----------+----------+
| Loss before tax calculated at | | 49 | | 43 |
| 16.5% (2008:16.5%) | | | | |
+-----------------------------------+----+----------+----------+----------+
| Tax effect of estimated tax | | (49) | | (44) |
| losses not recognized | | | | |
+-----------------------------------+----+----------+----------+----------+
| Tax effect of income not taxable | | - | | 1 |
| for tax purpose | | | | |
+-----------------------------------+----+----------+----------+----------+
| | | | | |
+-----------------------------------+----+----------+----------+----------+
| Total current tax charge for the | | - | | - |
| year | | | | |
+-----------------------------------+----+----------+----------+----------+
10. LOSS PER SHARE
Calculation of loss per share was based on the following:
+-----------------------------------+----+--------------+----------+--------------+
| | | Year ended 31 December |
+-----------------------------------+----+----------------------------------------+
| | | 2009 | | 2008 |
+-----------------------------------+----+--------------+----------+--------------+
| | | | | |
+-----------------------------------+----+--------------+----------+--------------+
| Loss for the year | | (US$300,000) | | (US$258,000) |
+-----------------------------------+----+--------------+----------+--------------+
| | | | | |
+-----------------------------------+----+--------------+----------+--------------+
| Weighted average number of shares | | 13,367,290 | | 13,367,290 |
| in issue | | | | |
+-----------------------------------+----+--------------+----------+--------------+
| | | | | |
+-----------------------------------+----+--------------+----------+--------------+
| Loss per share - basic and | | (2) | | (2) |
| diluted | | cents | | cents |
+-----------------------------------+----+--------------+----------+--------------+
No diluted effect in loss per share as no diluting events occurred during either
year.
11. INTERESTS IN SUBSIDIARIES
Details of the Company's subsidiaries at 31 December 2009 are as
follows:
+------------------+----------+---------------+--+------------+--+------------+--+------------+
| Name | | Country | | Proportion | | Proportion | | Principal |
| | | of | | of | | of voting | | activities |
| | | incorporation | | ownership | | power held | | |
| | | and operation | | interest | | | | |
+------------------+----------+---------------+--+------------+--+------------+--+------------+
| | | | | | | | | |
+------------------+----------+---------------+--+------------+--+------------+--+------------+
| Worldsec | | British | | 100% | | 100% | | Investment |
| Financial | | Virgin | | | | | | holding |
| Services Limited | | Islands | | | | | | |
+------------------+----------+---------------+--+------------+--+------------+--+------------+
| Worldsec | | British | | 100%* | | 100%* | | Inactive |
| Corporate | | Virgin | | | | | | |
| Finance Limited | | Islands | | | | | | |
+------------------+----------+---------------+--+------------+--+------------+--+------------+
| Worldsec | | Netherlands | | 100%* | | 100%* | | Investment |
| International NV | | Antilles | | | | | | holding |
+------------------+----------+---------------+--+------------+--+------------+--+------------+
| Worldsec | | Netherlands | | 100%* | | 100%* | | Investment |
| International | | | | | | | | holding |
| (Netherlands) BV | | | | | | | | |
+------------------+----------+---------------+--+------------+--+------------+--+------------+
| Worldsec | | Netherlands | | 100%* | | 100%* | | Investment |
| International | | | | | | | | holding |
| (PH) BV | | | | | | | | |
+------------------+----------+---------------+--+------------+--+------------+--+------------+
* Indirectly held subsidiary
+----------------------------------------+----------+----------+----------+
| | 2009 | | 2008 |
+----------------------------------------+----------+----------+----------+
| | US$'000 | | US$'000 |
+----------------------------------------+----------+----------+----------+
| The Company | | | |
+----------------------------------------+----------+----------+----------+
| | | | |
+----------------------------------------+----------+----------+----------+
| Unlisted shares, at cost | 6,450 | | 6,450 |
+----------------------------------------+----------+----------+----------+
| Less: provision for impairment loss | (4,279) | | (4,173) |
+----------------------------------------+----------+----------+----------+
| | | | |
+----------------------------------------+----------+----------+----------+
| | 2,171 | | 2,207 |
+----------------------------------------+----------+----------+----------+
12. AMOUNTS DUE FROM / (TO) SUBSIDIARIES
The amounts were unsecured, non-interest bearing and have no fixed terms of
repayment.
13. ANALYSIS OF CASH AND BANK BALANCES
+-------------------------+----------+---------+----------+---------+----------+---------+----------+---------+
| | | The Group | | The Company |
+-------------------------+----------+------------------------------+----------+------------------------------+
| | | 2009 | | 2008 | | 2009 | | 2008 |
+-------------------------+----------+---------+----------+---------+----------+---------+----------+---------+
| | | US$'000 | | US$'000 | | US$'000 | | US$'000 |
+-------------------------+----------+---------+----------+---------+----------+---------+----------+---------+
| | | | | | | | | |
+-------------------------+----------+---------+----------+---------+----------+---------+----------+---------+
| Cash and bank balances | | 1,687 | | 2,045 | | 1,612 | | 1,925 |
+-------------------------+----------+---------+----------+---------+----------+---------+----------+---------+
At 31 December 2008, cash and bank balances are at market interest
rates with an original maturity of three months or less. The effective interest
rate of the bank deposits is 0.14% per annum.
14. OTHER PAYABLES AND ACCRUALS
The amounts were unsecured, non-interest bearing and repayable on demand.
15. SHARE CAPITAL
+-------------------+--------------------------+--------+------------+
| | | US$ |
+-------------------+-----------------------------------+------------+
| Authorized: | | |
+-------------------+-----------------------------------+------------+
| Ordinary shares of US$0.001 each as at 1 January 2008, |
+--------------------------------------------------------------------+
| 31 December 2008 and 31 December 2009 | | 50,000,000 |
+----------------------------------------------+--------+------------+
| | | |
+----------------------------------------------+--------+------------+
| Called up, issued and fully paid: | | |
+----------------------------------------------+--------+------------+
| Ordinary shares of US$0.001 each as at 1 January 2008, |
+--------------------------------------------------------------------+
| 31 December 2008 and 31 December 2009 | | 13,367 |
+----------------------------------------------+--------+------------+
| | | | |
+-------------------+--------------------------+--------+------------+
16. RESERVES
Movements on reserves were as follows:
+-------------------------+-------------+----------+---------+----------+-------------+----------+-------------+
| | Contributed | | Special | | Accumulated | | Currency |
| | | | | | | | translation |
+-------------------------+-------------+----------+---------+----------+-------------+----------+-------------+
| | surplus | | reserve | | losses | | reserve |
+-------------------------+-------------+----------+---------+----------+-------------+----------+-------------+
| | US$'000 | | US$'000 | | US$'000 | | US$'000 |
+-------------------------+-------------+----------+---------+----------+-------------+----------+-------------+
| | | | | | | | |
+-------------------------+-------------+----------+---------+----------+-------------+----------+-------------+
| The Group | | | | | | | |
+-------------------------+-------------+----------+---------+----------+-------------+----------+-------------+
| Balance as at 1 January | 9,646 | | 625 | | (8,321) | | - |
| 2008 | | | | | | | |
+-------------------------+-------------+----------+---------+----------+-------------+----------+-------------+
| Loss for the year | - | | - | | (258) | | - |
+-------------------------+-------------+----------+---------+----------+-------------+----------+-------------+
| | | | | | | | |
+-------------------------+-------------+----------+---------+----------+-------------+----------+-------------+
| Balance as at 1 January | 9,646 | | 625 | | (8,579) | | - |
| 2009 | | | | | | | |
+-------------------------+-------------+----------+---------+----------+-------------+----------+-------------+
| Loss for the year | - | | - | | (300) | | - |
+-------------------------+-------------+----------+---------+----------+-------------+----------+-------------+
| | | | | | | | |
+-------------------------+-------------+----------+---------+----------+-------------+----------+-------------+
| Balance as at 31 | 9,646 | | 625 | | (8,879) | | - |
| December 2009 | | | | | | | |
+-------------------------+-------------+----------+---------+----------+-------------+----------+-------------+
+-------------------------+---------+----------+---------+----------+-------------+----------+-------------+
| | | | | | Contributed | | Accumulated |
+-------------------------+---------+----------+---------+----------+-------------+----------+-------------+
| | | | | | surplus | | losses |
+-------------------------+---------+----------+---------+----------+-------------+----------+-------------+
| | | | | | US$'000 | | US$'000 |
+-------------------------+---------+----------+---------+----------+-------------+----------+-------------+
| The Company | | | | | | | |
+-------------------------+---------+----------+---------+----------+-------------+----------+-------------+
| | | | | | | | |
+-------------------------+---------+----------+---------+----------+-------------+----------+-------------+
| Balance as at 1 January | | | | | 9,646 | | (7,696) |
| 2008 | | | | | | | |
+-------------------------+---------+----------+---------+----------+-------------+----------+-------------+
| Loss for the year | | | | | - | | (258) |
+-------------------------+---------+----------+---------+----------+-------------+----------+-------------+
| | | | | | | | |
+-------------------------+---------+----------+---------+----------+-------------+----------+-------------+
| Balance as at 1 January | | | | | 9,646 | | (7,954) |
| 2009 | | | | | | | |
+-------------------------+---------+----------+---------+----------+-------------+----------+-------------+
| Loss for the year | | | | | - | | (300) |
+-------------------------+---------+----------+---------+----------+-------------+----------+-------------+
| | | | | | | | |
+-------------------------+---------+----------+---------+----------+-------------+----------+-------------+
| Balance as at 31 | | | | | 9,646 | | (8,254) |
| December 2009 | | | | | | | |
+-------------------------+---------+----------+---------+----------+-------------+----------+-------------+
17. RELATED PARTY TRANSACTIONS
Save as those disclosed elsewhere in the financial statements, the contracts to
which the Group and the Company was a party and in which a director, Mr. Henry
Ying Chew Cheong, had material interests during the year, as disclosable under
International Accounting Standard No. 24, is as follow:
+--------------------------+--------------+----------+---------+-+---------+
| Name of | Nature of | | | | |
+--------------------------+--------------+----------+---------+-+---------+
| related party | transaction | | 2009 | | 2008 |
+--------------------------+--------------+----------+---------+-+---------+
| | | | US$'000 | | US$'000 |
+--------------------------+--------------+----------+---------+-+---------+
| WAG Worldsec Corporate | | | | | |
+--------------------------+--------------+----------+---------+-+---------+
| Finance Limited | Accounting | | 15 | | 15 |
| | fee | | | | |
+--------------------------+--------------+----------+---------+-+---------+
Key management personnel of the Company are the directors of the
Company only. The remuneration of directors is set out on the consolidated
income statement and with additional disclosure in note 7.
18. CONTINGENT LIABILITIES
As at 31 December 2009, the Group and the Company had no material contingent
liabilities (2008: Nil).
----------- End of notes -------------
BIOGRAPHICAL NOTES ON THE DIRECTORS
The Board has ultimate responsibility for the Group's affairs.
Brief biographical notes on the directors of the Company are set out below:
Alastair Gunn-Forbes - Non-Executive Chairman - aged 65
Mr. Gunn-Forbes has been associated with Asian regional stock markets since 1973
when he was a fund manager at Brown Shipley Ltd. Subsequently, he was a
director of W.I Carr, Sons & Co. (Overseas) Ltd until 1985, since when he has
held directorships with other Asian securities firms in the United Kingdom prior
to joining the group in 1993.
Henry Ying Chew Cheong - Executive Director and Deputy Chairman - aged 62
Mr. Cheong holds a Bachelor of Science (Mathematics) degree from Chelsea
College, University of London and a Master of Science (Operational Research and
Management) degree from Imperial College, University of London.
Mr. Cheong has over 30 years of experience in the securities industry. Mr.
Cheong and The Mitsubishi Bank in Japan (now known as The Bank of
Tokyo-Mitsubishi UFJ Ltd) founded the Worldsec Group in 1991. In late 2002,
Worldsec Group sold certain securities businesses to UOB Kay Hian and following
that Mr. Cheong became the Chief Executive Officer of UOB Asia (Hong Kong) Ltd
until early 2005. Prior to the formation of the Worldsec Group, Mr. Cheong was a
director of James Capel (Far East) Ltd for five years with overall
responsibility for Far East Sales. His earlier professional experience includes
11 years with Vickers da Costa Limited in Hong Kong latterly as Managing
Director.
Mr. Cheong is an Independent Non-Executive Director of Cheung Kong (Holdings)
Limited, Cheung Kong Infrastructure Holdings Limited, CNNC International
Limited, Excel Technology International Holdings Limited, New World Department
Store China Limited, SPG Land (Holdings) Limited and TOM Group Limited, all
being listed companies in Hong Kong. Mr. Cheong was previously anindependent
non-executive director of FPP Japan Fund Inc. (formerly known as FPP Golden Asia
Fund Inc. and Jade Asia Pacific Fund Inc.), a company listed in Ireland
(resigned on 21 October 2008).
Mr. Cheong is , a member of Discipline Committee A of the Hong Kong Institute of
Certified Public Accountants and also a member of the Securities and Futures
Appeals Tribunal in Hong Kong. Mr. Cheong was a member of the Corporate
Advisory Council of the Hong Kong Securities Institute (from 2002-2009), a
member of the Advisory Committee (from 1993-1999) to the Securities and Futures
Commission ("SFC"), a member of the board of Director of the Hong Kong Future
Exchange Limited (from 1994-2000), a member of GEM Listing Committee and Main
Board Listing Committee of Hong Kong Exchange and Clearing Limited ("HKEX")
(from May 2002-May 2006), a member of Derivatives Market Consultative Panel of
HKEX (from April 2000-May 2006), a member of the Process Review Panel for the
SFC (from November 2000-October 2006) and a member of the Committee on Real
Estate Investment Trust of the SFC (from September 2003-August 2006).
Mark Chung Fong - Non-Executive Director - aged 58
Mr. Fong is an Executive director for China development of Grant Thornton
International Ltd, a corporation incorporated in England. He has more than 30
years' experience in the accounting profession. Mr. Fong holds a Master of
Science degree from the University of Surrey. He is a Fellow of the Institute
of Chartered Accountants in England and Wales and a Fellow and aPast President
of the Hong Kong Institute of Certified Public Accountants.
Ho Soo Ching - Non-Executive Director - aged 60
Mr. Ho has been a non-executive director of Worldsec since 1997. He is currently
the chief executive officer of Manhattan Resources Limited, a Singapore public
company involving in providing logistic services to the coal mining sector in
Indonesia. He has been involved in the financial services sector, principally in
Singapore, for a number of years prior to joining Manhattan Resources in 2006.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACSLIFETSTIIVII
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