REG - Worldsec Ld - Annual Report for the year ended 31 December 2014 <Origin Href="QuoteRef">WSL.L</Origin> - Part 3
15/07/2015 14:25
- Part 3: For the preceding part double click ID:nRSW1587Lb
69
At 31 December 2014 69
Accumulated depreciation
At 1 January 2013, 31 December 2013 and 1 January 2014 -
Depreciation 2
At 31 December 2014 2
Carrying amount
At 31 December 2013 -
At 31 December 2014 67
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
14. INTEREST IN A JOINT VENTURE
2014
US$'000
Unlisted investment, at cost 257
Share of post-acquisition losses (48)
Share of net assets 209
Amount due from a joint venture 257
The amount due from a joint venture was unsecured, interest-free and repayable on demand.
Details of the joint ventures at 31 December 2014 were as follows:
Name Country of incorporation and operation Proportion of ownership interest Paid-up registered capital Principal activities
Direct Indirect
Oasis Education Group Limited奧偉詩教育集團有限公司("Oasis Education") Hong Kong 50% - HK$4,000,000 Investment holding
奧偉詩教育咨詢(深圳)有限公司 The People's Republic of China (the "PRC") - 50% HK$5,000,000 Provision of education consulting and support services to kindergartens in the PRC
The contractual arrangement provides the Group with only the rights to the net assets of the joint arrangement, with the
rights to the assets and obligation for the liabilities of the joint arrangement resting primarily with Oasis Education.
Under IFRS 11, this joint arrangement is classified as a joint venture and has been included in the consolidated financial
statements using the equity method.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
14. INTEREST IN A JOINT VENTURE (CONTINUED)
The aggregate amounts relating to the joint venture that have been included in the consolidated financial statements of the
Group as extracted from relating financial statements of the joint venture, adjusted to reflect adjustments made by the
Group when applying the equity method of accounting are set out below:
Result of the joint venture for the year ended 31 December 2014 US$'000
Revenue -
Expenses (96)
Loss and total comprehensive income for the year (96)
Share of result of the joint venture for the year ended 31December 2014 (48)
Accumulated share of result of the joint venture (48)
Assets and liabilities of the joint venture at 31 December 2014
Non-current assets -
Current assets 772
Non-current liabilities -
Current liabilities (353)
419
Included in the above amounts were:
Cash and cash equivalents 772
Current financial liabilities (excluding trade and other payables) -
Share of net assets of the joint venture 209
At 31 December 2014, neither contingent liabilities nor capital commitments were shared by the Group.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
15. AVAILABLE-FOR-SALE FINANCIAL ASSET
2014 2013
US$'000 US$'000
Unlisted equity investment, - at cost 800 -
During the year ended 31 December 2014, the Group acquired 8% equity interest in ICBC Specialised Ship Leasing Investment
Fund (the "ICBC Shipping Fund") for a total cash consideration of US$800,000. The ICBC Shipping Fund is a newly established
company incorporated in the Cayman Islands with an objective of achieving stable return from primarily investing in marine
vessels. The investment was designated as available-for-sale financial asset.
The investment is measured at cost less impairment at each reporting date because the investment does not have a quoted
market price in an active market, the range of reasonable fair value estimate is so significant and therefore whose fair
value cannot be reliably measured. The directors have no intention to dispose of the available-for-sale financial asset at
the end of the reporting period.
The directors have assessed the impacts on the recoverable amount of the financial asset and concluded that no impairment
loss needed to be made.
16. INTERESTS IN SUBSIDIARIES
2014 2013
US$'000 US$'000
The Company
Unlisted shares, at cost 6,450 6,450
Less: accumulated impairment loss (4,524) (4,524)
1,926 1,926
The Company did not provide an impairment loss for the year ended 31 December 2014 to write down its investments to net
asset value.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
16. INTERESTS IN SUBSIDIARIES (CONTINUED)
Details of the subsidiaries of the Company at 31 December 2014 were as follows:
Name Country of incorporation and operation Proportion of ownership interest Proportion Principal activities
of voting power held
Worldsec Financial Services Limited British Virgin Islands 100% 100% Investment holding
Worldsec Corporate Finance Limited British Virgin Islands 100%* 100%* Inactive
Worldsec International NV Netherlands Antilles 100%* 100%* Investment holding
Worldsec International (Netherlands) BV Netherlands 100%* 100%* Investment holding
Worldsec International (PH) BV Netherlands 100%* 100%* Investment holding
Worldsec Investment (Hong Kong) Limited Worldsec Investment (China) Limited Hong Kong British Virgin Islands 100%* 100%* 100%* 100%* Investment holding Investment holding
* Indirectly held subsidiaries
17. AMOUNTS DUE FROM/(TO) SUBSIDIARIES
2014 2013
The Company US$'000 US$'000
Amounts due from subsidiaries 1,913 380
Less: impairment loss (443) (380)
1,470 -
Amounts due to subsidiaries (2,294) (2,331)
The Company provided an impairment loss of approximately US$63,000 (2013: US$380,000) for the year ended 31 December 2014.
The amounts due from/(to) subsidiaries were unsecured, interest-free and repayable on demand.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
18. CASH AND CASH EQUIVALENTS
For the purposes of the consolidated statement of cash flows, cash and cash equivalents included cash on hand and in banks.
Cash and cash equivalents at the end of the reporting period as shown in the consolidated statement of financial position
were as follows:
TheGroup TheCompany
2014 2013 2014 2013
US$'000 US$'000 US$'000 US$'000
Bank balances 2,768 4,701 2,625 4,639
Cash balances 1 1 1 1
2,769 4,702 2,626 4,640
Bank balances bore interest at the then prevailing market rates ranging from 0.001% to 0.01% (2013: 0.001% to 0.01%) per
annum and had original maturities of three months or less.
19. OTHER PAYABLES AND ACCRUALS
TheGroup TheCompany
2014 2013 2014 2013
US$'000 US$'000 US$'000 US$'000
Other payables 188 193 147 147
Accruals 180 265 129 224
368 458 276 371
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
20. SHARE CAPITAL
Number of shares(US$0.001 each) Total valueUS$'000
Authorised:
At 1 January 2013 50,000,000,000 50,000
Additions during the year (note (a)) 10,000,000,000 10,000
At 31 December 2013, 1 January 2014 and 31 December 2014 60,000,000,000 60,000
Called up, issued and fully paid:
At 1 January 2013 13,367,290 13
Issue of new shares by way of placing (note (b)) 30,000,000 30
Issue of new shares by way of open offer (note (c)) 13,367,290 14
At 31 December 2013, 1 January 2014 and 31 December 2014 56,734,580 57
Notes:
(a) Pursuant to the ordinary resolution passed on 30 August 2013, the authorised share capital of the Company was
increased from US$50,000,000 divided into 50,000,000,000 ordinary shares of US$0.001 each to US$60,000,000 divided into
60,000,000,000 ordinary shares of US$0.001 each by the creation of an additional 10,000,000,000 ordinary shares of US$0.001
each.
(b) In September 2013, the Company issued 30,000,000 ordinary shares of US$0.001 each in the share capital of the Company
at a price of US$0.10 per share by way of placing to independent investors, giving rise to gross proceeds of US$3 million.
(c) In September 2013, the Company issued 13,367,290 ordinary shares of US$0.001 each in the share capital of the Company
at a price of US$0.10 per share by way of open offer on the basis of 1 new share for every 1 ordinary share held by
qualifying shareholders, giving rise to gross proceeds of US$1.3 million.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
21. RESERVES
The Company Share Contributed Accumulated
premium surplus losses Total
US$'000 US$'000 US$'000 US$'000
(note (a)) (note (b)) (note (c))
At 1 January 2013 - 9,646 (9,025) 621
Loss and total comprehensive income for the year - - (651) (651)
Issue of new shares by way of open offer and placing (notes 20(b), (c)) 4,293 - - 4,293
Transaction costs attributable to issue of new shares (456) - - (456)
At 31 December 2013 and 1 January 2014 3,837 9,646 (9,676) 3,807
Loss and total comprehensive income for the year - - (412) (412)
At 31 December 2014 3,837 9,646 (10,088) 3,395
Notes:
(a) The share premium account represents the premium arising from the issue of shares of the Company at a premium.
(b) The contributed surplus represents the amount arising from the reduction in the nominal value of the authorised
and issued shares of the Company and the reduction in the share premium account of the Company pursuant to an ordinary
resolution passed on 23 July 2003.
(c) Accumulated losses represent accumulated net gains and losses recognised in the profit or loss of the Company.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
22. RELATED PARTY TRANSACTIONS
Save as those disclosed elsewhere in the consolidated financial statements, the Group entered into the following
transactions with related parties during the years ended 31 December 2014 and 2013:
(a) Name of Nature of
related company transaction 2014 2013
US$'000 US$'000
WAG Worldsec Corporate
Finance Limited (note) Consultancy fee 32 -
WAG Worldsec Corporate
Finance Limited (note) Accounting fee 19 18
Note: Mr. Henry Ying Chew Cheong, a director of the Company, had beneficial interest (approximately 34%) in the related
company.
(b) With reference to the open offer of new shares to shareholders to raise new equity capital of the Company which was
approved by shareholders in the Special General Meeting on 30 August 2013, Messrs. Alastair Gunn-Forbes, Henry Ying Chew
Cheong and Ernest Chiu Shun She, being directors of the Company, had each subscribed in full for their entitlements
(including, in the case of Mr. Henry Ying Chew Cheong, the entitlements belonging to his associates).
In addition, Mr. Henry Ying Chew Cheong had entered into an underwriting agreement with the Company to underwrite 6,242,925
new shares under the open offer (being the number of shares not owned by him, his associates or other directors).
(c) With reference to the placing of new shares to independent third-party investors to raise new equity capital of the
Company which was approved by shareholders in the Special General Meeting on 30 August 2013, Mr. Henry Ying Chew Cheong was
approved by shareholders to participate in the placing of new shares of up to 6,242,925 new shares. Under the terms of the
underwriting agreement in connection with the open offer referred to above, Mr. Henry Ying Chew Cheong had agreed to
acquire an aggregated maximum of 6,242,925 new shares in the open offer and placing.
As previously announced, the number of new shares required to be taken up by Mr. Henry Ying Chew Cheong in his capacity as
the underwriter in connection with the open offer amounted to 5,652,873 new shares and he did not acquire any new shares
from the placing as valid acceptances for the maximum subscription of the placing were received.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
22. RELATED PARTY TRANSACTIONS (CONTINUED)
Compensation of key management personnel
Key management personnel of the Company are the directors of the Company only. The remuneration of directors is set out on
the consolidated statement of profit or loss and other comprehensive income and with additional disclosure in note 9 to the
consolidated financial statements.
23. OPERATING LEASE COMMITMENTS
Operating leases - lessee
At the reporting date, the Group had future aggregate minimum lease payments under non-cancellable operating leases in
respect of office premises and warehouse as follows:
2014 2013
US$'000 US$'000
Not later than one year 63 10
Later than one year and not later than five years 101 5
164 15
The leases run for an initial period of 2 to 3 years, with an option to renew the office premises lease upon expiry when
all terms are renegotiated.
The Company did not have any lease arrangement as lessee at 31 December 2014 and 2013.
24. CONTINGENT LIABILITIES
The Group and the Company had no material contingent liabilities at 31 December 2014 (2013: nil).
25. EVENT AFTER RERORTING PERIOD
Subsequent to 31 December 2014, the Group has made an investment of CHF320,000 (equivalent to approximately USD325,000) in
the equity capital of Ayondo Holding AG, a company incorporated in Switzerland.
BIOGRAPHICAL NOTES OF THE DIRECTORS
The Board has ultimate responsibility for the Group's affairs.
Brief biographical notes of the directors are set out below:
Alastair Gunn-Forbes - Non-ExecutiveChairman - aged 70
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. Mr Gunn-Forbes is
the Chairman of Opera Holdings, a recruitment company and also the Chairman of FutureBiogas, a green energy company.
Henry Ying Chew Cheong - Executive Director andDeputy Chairman - aged67
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 35 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, Creative Energy Solutions Holdings Limited, Greenland Hong Kong Holdings Limited
(formerly known as SPG Land (Holdings) Limited), Hutchison Telecommunications Hong Kong Holdings Limited, New World
Department Store China Limited, Skyworth Digital Holdings Limited and TOM Group Limited, all being listed companies in Hong
Kong. Mr Cheong is also an Independent Director of BTS Group Holdings Public Company Limited, being listed in Thailand. Mr
Cheong was an Independent Non-executive Director of Hong Kong Jewellery Holding Limited (formerly known as Excel Technology
International Holdings Limited), a company listed in Hong Kong (resigned on 3 July 2012).
Mr Cheong is a member of the Advisory Committee of the Securities and Futures Commission and also a member of the
Securities and Futures Appeals Tribunal in Hong Kong. Mr Cheong was previously a member of Disciplinary Panel A of Hong
Kong Institute of Certified Public Accountants (from 2005-2011), 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).
BIOGRAPHICAL NOTES OF THE DIRECTORS
Ernest Chiu Shun She - Executive Director - aged54
Mr She is an investment banker with extensive experience in the field of corporate finance having covered a broad and
diverse range of financial advisory and fund raising activities in the Asian regional stock markets and had held executive
management positions and directorships at Worldsec Corporate Finance Limited and UOB Asia (Hong Kong) Limited.
Mr She was one of the cofounding team members at the Worldsec Group of companies when they were established in the early
1990s. Between 1991 and until the disposal by the Group of certain securities businesses to UOB Kay Hian Holdings Limited
in 2002, Mr She spent a total of eleven years holding senior management positions at Worldsec Corporate Finance Limited and
Worldsec International Limited with the main responsibility of developing and overseeing the Group's corporate finance
activities.
Prior to his tenure at the Worldsec Group of companies, Mr She was an investment analyst and an associate director at James
Capel (Far East) Limited where he was primarily responsible for equity research in the real estate sector.
Mr She graduated from the University of Toronto with a Bachelor of Applied Science degree in Industrial Engineering and
obtained from the Imperial College of Science and Technology a Master of Science degree in Management Science specialising
in Operational Research. Mr She is a Chartered Financial Analyst.
From 2004 to 2010, Mr She served as an Independent Non-Executive Director and the Chairman of the Audit Committee of New
Island Printing Holdings Limited, a company listed on the Main Board of The Stock Exchange of Hong Kong Limited.
Mr She rejoined the Group in July 2013 to assist in the reactivation of its business activities.
Mark Chung Fong - Non-Executive Director - aged63
Mr Fong was an Executive Director for China development of Grant Thornton International Ltd, a corporation incorporated in
England and had retired from Grant Thornton effective from 1 January 2014. 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 a Past President of the Hong Kong Institute of
Certified Public Accountants.
Martyn Stuart Wells - Non-Executive Director - aged 70
Mr Wells was formerly an Executive Director of Citicorp International Limited and has over 30 years' experience in the
securities industry. In 1969 he joined Vickers da Costa, international stockbrokers. He was involved in the fund management
industry for 20 years and participated in the launch of several country funds investing in the Asian region, serving as a
director or as a member of the investment advisory councils of several of those funds. He lived in Hong Kong for almost 28
years and since 2000 has resided in England.
This information is provided by RNS
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