REG - Worldsec Limited - Annual Financial Report Year End 31 December 2025
27/04/2026 15:15
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RNS Number : 0771C Worldsec Limited 27 April 2026
WORLDSEC LIMITED
Annual Report for the year ended 31 December 2025
CORPORATE INFORMATION
Board of Directors
Non-Executive Chairman
Alastair GUNN-FORBES*
Executive Directors
Henry Ying Chew CHEONG (Deputy Chairman)
Ernest Chiu Shun SHE
Non-Executive Directors
Mark Chung FONG*
Martyn Stuart WELLS*
Stephen Lister d'Anyers WILLIS*
* independent
Company Secretary
Vistra Company Secretaries Limited
First Floor, Templeback, 10 Temple Back, Bristol, BS1 6FL, United Kingdom
Assistant Company Secretary
Ocorian Services (Bermuda) Limited
Victoria Place, 5(th) Floor, 31 Victoria Street, Hamilton HM 10, Bermuda
Registered Office Address
Victoria Place, 5(th) Floor, 31 Victoria Street, Hamilton HM 10, Bermuda
Registration Number
EC21466 Bermuda
Principal Bankers
The Hongkong and Shanghai Banking Corporation Limited
1 Queen's Road, Central, Hong Kong
External Auditor
BDO Limited
25th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong
Principal Share Registrar and Transfer Office
Ocorian Management (Bermuda) Limited
Victoria Place, 5(th) Floor, 31 Victoria Street, Hamilton HM 10, Bermuda
International Branch Registrar
MUFG Corporate Markets (Jersey) Limited
IFC 5, St Helier, JE1 1RT, Jersey, Channel Islands
United Kingdom Transfer Agent
MUFG Corporate Markets
Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom
Investor Relations
For further information about Worldsec Limited, please contact:
Henry Ying Chew CHEONG
Executive Director, Worldsec Group
Unit 607, 6th Floor, 308 Central Des Voeux, 308 Des Voeux Road Central, Sheung
Wan, Hong Kong
enquiry@worldsec.com
Company's Website
http://www.worldsec.com
CONTENTS
Page
Chairman's statement 1
Directors' report 3
Statement of directors' responsibilities 28
Independent auditor's report 29
Consolidated statement of profit or loss and other comprehensive income 34
Consolidated statement of financial position 35
Consolidated statement of changes in equity 37
Consolidated statement of cash flows 38
Notes to the consolidated financial statements 39
Investment policy 71
Biographical notes of the directors 72
Chairman's Statement
RESULTS AND REVIEW
For the year ended 31 December 2025, the audited consolidated profit of
Worldsec Limited (the "Company") and its subsidiaries (together the "Group")
was US$215,000, compared with a loss of US$55,000 in 2024. Earnings per share
were US0.25 cent (2024 loss per share: US0.06 cent). Net asset value per share
was US6.6 cents (2024: US6.4 cents). Cash and cash equivalents, as at the end
of 2025, amounted to US$923,000, compared with US$701,000 as at the end of
2024.
During the year under review, the Group received two distributions, one in
April and another in November, from the Homaer Asset Management Master Fund
SPC (the "Homaer Fund"), representing its pro rata share of the distribution
proceeds arising from the reductions by the Homaer Fund in the underlying
investment in ByteDance Ltd. ("ByteDance").
Subsequent to the year ended 31 December 2025, the Group made a new investment
in Advanced Machine Intelligence Labs ("AMI Labs"), a frontier AI research lab
focusing on the development of world models, through the subscriptions of
limited partnership interests in Rivet Ventures Frontier Opportunities 2026-A,
L.P. - Series I ("Rivet Ventures") and Arete Far East Venture Credit LPF
("Arete Venture"), which respectively invest in the Series Seed Preferred
Securities and the Convertible Securities of AMI Labs.
Detailed discussion of the results and financial position of the Group is set
out in the directors' report on pages 3 to 27.
OPERATING ENVIRONMENT AND OUTLOOK
The global economy in 2025 demonstrated remarkable resilience against a
backdrop of significant trade policy uncertainties and rising geopolitical
tensions. A combination of factors contributed to this outcome. In
anticipation of higher tariffs imposed by the United States on its trading
partners, American firms engaged in front-loading of imports, temporarily
boosting trade volumes and activities in the first few months of 2025. At the
same time, a surge in investments related to artificial intelligence provided
a powerful stimulus. According to the World Trade Organization, merchandise
trade volume grew by 2.4% in 2025, while trade in services grew by 4.6%. The
International Monetary Fund (the "IMF") estimated global economic growth at
3.2% in 2025, a modest slowdown from 3.3% in 2024. Among developed economies,
the United States was estimated to have grown by 2.0% and the Euro area by
1.2%, while leading emerging economies maintained stronger momentum, with
China growing by an estimated 4.8% and India by 6.6% during its 2025-26 fiscal
year.
The private equity market staged a modest recovery in 2025. According to
various KPMG publications, global private equity deal value rose to US$2.1
trillion from US$1.8 trillion a year earlier. Activities were driven by a
rebound in megadeals, improving financing conditions and the gradual return of
strategic buyers. The increase in deal value, however, was not accompanied by
an increase in deal volume, with private equity transactions falling from
20,836 in 2024 to 19,093 in 2025, reflecting investors' preference for
pursuing large and high-value deals owing to the favourable work-to-benefit
ratio.
North America dominated global private equity activities in 2025, accounting
for over half of the total investment. The American region attracted US$1.2
trillion deployed across 9,118 deals, with the United States alone accounting
for US$1.1 trillion in 8,232 deals. Europe, the Middle East and Africa posted
US$730 billion, up from US$649 billion in 2024, while the Asia Pacific region
recorded a modest increase to US$145 billion.
In terms of exit value, 2025 was a major bright spot for global private
equity, registering an increase of about 50% over 2024 to US$1.2 trillion,
which marked the second highest annual level in the past decade, trailing only
the record-setting year of 2021. Trade sales, largely fuelled by strategic
acquisitions, were the key driver, with secondary buyouts also playing a vital
role in providing liquidity.
In contrast, global private equity fundraising in 2025 remained difficult,
falling to US$408 billion from the prior year of US$609 billion, as investors
remained cautious.
According to a press release from Bain & Company, distributions to limited
partners in 2025 were disappointing, with distributions as a percentage of net
asset value remaining below 15% for four consecutive years. The industry was
still holding some 32,000 unsold companies worth US$3.8 trillion, with the
average holding period at exit hovering around seven years. Global dry powder
remained substantial at around US$1.3 trillion. As the majority of these funds
were raised in 2022 and 2023, the pressure on general partners to deploy this
capital has been increasing, and the lagging distributions to limited partners
also contributed to the difficulty in global private equity fundraising.
The outbreak of hostilities in the Middle East has added a new layer of
uncertainty to the 2026 outlook. This is on top of the protracted military
confrontation between Russia and Ukraine. These conflicts have disrupted
energy markets and transport routes. The Middle East hostilities have also
raised concerns about the security of key shipping lanes, causing renewed
pressure on energy prices, particularly after the closure of the Strait of
Hormuz.
A prolonged period of elevated energy prices would increase business costs,
add to inflationary pressure and dampen economic growth. In its January 2026
update, the IMF projected global GDP growth of 3.3% for 2026. This was revised
downwards to 3.1% in April 2026, while projected global headline inflation for
2026 was revised upwards to 4.4% from 3.8%. The World Trade Organization also
projected merchandise trade volume growth to moderate to 1.9% in 2026. The IMF
further outlined downside scenarios in which global economic growth could fall
to 2.5% or even 2.0% if energy disruptions persist. The disinflationary trend
observed throughout 2025 could therefore face reversal, raising the
possibility of a stagflationary environment.
Although the recent U.S. court ruling on tariff measures has eased some
immediate pricing pressure, effective tariff rates remain elevated compared
with pre-2025 levels, leaving core trade tensions unresolved. This persistent
policy uncertainty continues to inhibit investment and global supply chain
stability.
On the positive front, the rapid development and deployment of AI technologies
remains a central driver of global economic activities, requiring a colossal
amount of investments in hardware, data centres, computing power and related
infrastructure. Such investments could provide an important counterweight to
other economic headwinds, supporting growth in the technology sector and
beyond.
NOTE OF APPRECIATION
I wish to thank my fellow directors and staff for their efforts and
contributions made during the year ended 31 December 2025. I would also like
to extend a note of appreciation to shareholders for their continued support
of the Company.
Alastair Gunn-Forbes
Non-Executive Chairman
27 April 2026
DIRECTORS' REPORT
The directors submit the annual report of the Company and the audited
consolidated financial statements of the Company and its subsidiaries for the
year ended 31 December 2025.
PRINCIPAL ACTIVITIES
The principal activity of the Company is investment holding. The Company and
its subsidiaries are principally engaged in investment in unlisted companies
in the Greater China and South East Asian region.
RESULTS AND FINANCIAL POSITION
The audited consolidated profit of the Company and its subsidiaries for the
year ended 31 December 2025 was US$215,000, compared with a loss of US$55,000
in 2024. Earnings per share was US0.25 cent (2024 loss per share: US0.06
cent). Dividend income increased by over US$600,000 to US$724,000, driven by
two payments, one received in April and another in November 2025, as the
Group's pro rata share of the distribution proceeds arising from the
reductions by the Homaer Fund in the underlying investment in ByteDance. This
was, however, partly offset by the decrease in other income, reflecting the
diminished contribution from net realised and unrealised gains on financial
assets at fair value through profit or loss ("FVTPL").
As shown in the audited consolidated balance sheet of the Company and its
subsidiaries for the year ended 31 December 2025, the Group's investment in
the ICBC Specialised Ship Leasing Investment Fund (the "ICBC Shipping Fund"),
the terms of which would expire in October 2026, has been reclassified from
non-current assets to current assets. On the back of the dividends received
from the Homaer Fund, cash balance, net of the use of cash in the normal
course of business, rose to US$923,000 by the year end.
As at 31 December 2025, the net assets of the Group stood at US$5.66 million
(2024: US$5.43 million). Net asset value per share was US6.6 cents (2024:
US6.4 cents).
Further details of the Group's results and financial position are set out in
the consolidated statement of profit or loss and other comprehensive income on
page 34, the consolidated statement of financial position on page 35 and notes
to the consolidated financial statements on pages 39 to70.
The Board does not propose to declare any dividend for the year ended 31
December 2025 (2024: nil).
REVIEW
The Company is a closed-ended investment company listed on the Main Market of
the London Stock Exchange under the Closed-ended Investment Funds segment
governed by UKLR 11 of the UK Listing Rules published by the Financial Conduct
Authority in the United Kingdom (the "UKLR"). In accordance with the Company's
investment policy, a copy of which is set out on page 71, the investment
strategy of the Group focuses on investing in small to medium sized trading
companies based mainly in the Greater China and South East Asian region, with
a view to building a diversified portfolio of minority investments in such
companies. The investment objective of the Company is to achieve attractive
investment returns through capital appreciation on a medium to long term
horizon. To spread the investment risk of the Group, none of the Group's
investments at the time when made exceeded 20% of its gross assets.
DIRECTORS' REPORT (CONTINUED)
As at the date of this report, the investment portfolio of the Group
strategically spans seven sectors, namely, shipping and maritime finance,
digital asset, blockchain and Web3 economy, mobile app platform technology and
social e-commerce, AI, online grocery and food retail, LiDAR solutions and
autonomous driving, as well as education, with a view to ensuring sectoral
diversification. The Group's investments include the ICBC Shipping Fund,
Animoca Brands Corporation Limited ("Animoca"), ByteDance, Dingdong (Cayman)
Limited ("Dingdong"), Seyond Holdings Ltd. ("Seyond", formerly Innovusion
Holdings Ltd.), Oasis Education Group Limited ("Oasis Education") and the
newly invested AMI Labs, with operations across China and international
markets. This diversified approach aligns with the Company's investment
objective of achieving medium to long term capital appreciation while
mitigating the investment risk of the Group.
Subsequent to the year ended 31 December 2025, the Group's new AMI Labs
investment was made through the subscriptions of limited partnership interests
in Rivet Ventures and Arete Venture, which respectively invest in the Series
Seed Preferred Securities and the Convertible Securities of AMI Labs, a
frontier AI research lab focusing on the development of world models designed
to learn abstract representations of real world dynamics.
ICBC Shipping Fund
The Group's investment in the ICBC Shipping Fund, which is involved in
shipping and maritime finance, continued to provide a stable contribution,
generating dividend income amounting to US$96,000 for the year ended 31
December 2025.
As discussed in the section headed "Results and Financial Position" on page 3,
the terms of the ICBC Shipping Fund would expire in October 2026. Under a
disposal plan, four of the vessels of the underlying fleet would be disposed
of in 2026 and the remaining six in 2027. Proceeds from such disposals would
be returned to fundholders on a pro rata basis, with the outstanding balance
of the yet-to-be-returned investment capital continuing to generate monthly
dividends until the completion of the entire disposal process. The
dividend-paying ability of the ICBC Shipping Fund, being a financing vehicle
for the shipping and maritime sector, would unlikely be materially affected by
the outbreak of hostilities in the Middle East.
Animoca through VS SPC Limited ("VS SPC")
The Group holds, through the Class A Participating Shares of VS SPC, an
investment in the equity interest of Animoca.
Incorporated in Australia, Animoca was formerly listed on the Australian
Securities Exchange but was delisted in 2020. It is a holding company of a
technology group that develops and operates digital asset platforms, ranging
from native projects, such as Moca Network, Open Campus, The Sandbox and
Anichess, to institutional systems, such as Anchorpoint, a stablecoin joint
venture, and NUVA, a vault marketplace joint venture, provides digital asset
services covering token strategy, treasury management, liquidity provisioning,
node operations, research and marketing, and invests in Web3 technology, with
a portfolio of over 600 companies and digital assets across diverse verticals.
Animoca has received industry recognition and market recognition, including
Fortune Crypto 40, Financial Times' High Growth Companies Asia-Pacific, Top 50
Blockchain Game Companies 2025 and Deloitte Tech Fast.
DIRECTORS' REPORT (CONTINUED)
In 2025, the digital asset market entered a transitional phase defined by both
volatility and structural maturation. Improving regulatory clarity across
major economies and growing institutional adoption lent the sector increasing
legitimacy and credibility. However, even though crypto fundraising remained
robust, there was a notable shift away from gaming towards digital asset
infrastructure, RWA tokenisation and compliance solutions. With gaming
companies under mounting financial pressure and anticipated launches
underdelivering, a widespread wave of projects ceased operations, often
leaving game assets worthless overnight. NFT sales also plunged amid weak
demand, abundant supply and waning enthusiasm and speculation. Meanwhile,
total crypto market capitalisation swung from a low of about US$2.8 trillion
to an all-time high that exceeded US$4 trillion, before ending the year at
around US$3 trillion, following the sudden jolt of the 10 October 2025 flash
crash, which wiped out some US$19 billion of leveraged positions and US$800
billion cryptocurrency value within 24 hours. Yet, despite the market shock,
stablecoins, bolstered by a growing role in cross-border payments and trade
settlements, surged to a record level of US$311 billion by the end of 2025.
Against this backdrop, the financial metrics of the Animoca group were
adversely affected. According to an update prepared based on unaudited
management accounts(1) and presented at the annual general meeting of Animoca
on 18 December 2025, revenue for the first three quarters of the year was
US$172 million, with tokenisation services accounting for US$20 million, web3
operations US$99 million and investment management US$53 million, under
subdued market conditions, compared with US$313 million, US$148 million,
US$109 million and US$59 million respectively for the full twelve months of
2024. Despite the implementation of cost optimisation actions, EBITDA amounted
to US$43 million against US$93 million during the same timeframe. In January
2026, Animoca achieved further progress in financial reporting and disclosure
efforts through the release of its 2022 annual report, which reported
bookings(2) of A$612 million and net assets of A$460 million, compared with
A$450 million and A$337 million respectively in the prior year.
(1) under non-IFRS measure
(2) a non-AASB item used in the gaming space to better represent the
underlying business trend by including deferred revenue
Certain strategic initiatives and corporate developments of the Animoca group
are set out below:
(i) Reverse Merger and Equity Tokenisation
· In November 2025, Animoca entered into a non-binding term sheet for
a reverse merger with Currenc, a Nasdaq-listed Singapore-based fintech company
that provides AI-powered customer service solutions and a digital cross-border
remittance platform for financial institutions and e-wallets. Assuming and
upon implementation, the newly merged entity, which would be about 95% and 5%
collectively owned by Animoca shareholders and existing Currenc shareholders,
would operate under the name of Animoca and would continue to be listed on
Nasdaq. The reverse merger proposal would be subject to due diligence and
customary conditions, including board and shareholder approvals from each
party as well as relevant regulatory and listing requirements, with a closing
timeline targeted by the end of 2026. This represents a strategic move by
Animoca to enable its shares to be traded on a stock exchange with investors
familiar with digital asset investing.
· Under an initiative from Republic, an on-chain investment platform
that democratises access to private investments, the equity of Animoca would
be tokenised and minted on Solana, an open-source blockchain network designed
for fast and secure transactions. Tokenised Animoca shares would be traded on
Republic's global marketplace and would live directly in investors' wallets,
bypassing intermediaries and drastically slashing settlement times. The
tokenisation of the equity of Animoca would offer an efficient and
cost-effective avenue for secondary trading for existing Animoca shareholders
and broaden access for investors to gain exposure to Animoca prior to the
implementation of the proposed reverse merger with Currenc. In the wider
context of market transformation, the equity tokenisation strategy would bring
convenience, liquidity and transaction cost reduction to privately held
assets, while potentially signalling a structural shift away from traditional
capital markets and serving as a harbinger of a trend that could reshape the
private investment landscape.
DIRECTORS' REPORT (CONTINUED)
(ii) Digital Asset Platforms
· In March 2026, Animoca entered into a definitive agreement with
AlphaTON, an infrastructure investor and builder focused exclusively on the
Telegram and TON ecosystem, to dispose of a 60% controlling interest in GAMEE,
an established gaming platform with a strong foothold in Telegram's network of
apps. The total consideration of the proposed transaction, structured to
include a performance-linked earn-out over two years, would be up to US$11
million to be satisfied by, inter alia, cash and AlphaTON shares.
Concurrently, Animoca and AlphaTON also formalised a strategic alliance to
pursue broader commercial opportunities across blockchain and social gaming.
· In September 2025, with The Sandbox participating as a key launch
partner and a flagship ecosystem, the SANDChain Foundation launched SANDchain,
a dedicated Ethereum Layer-2 blockchain designed to serve as the financial
backbone of the global creator economy, empowering creators to unlock
monetisation and engagement across multiple platforms, including YouTube,
Instagram and TikTok. The SANDchain network would utilise the SAND token for
gas and governance. Testnet for SANDchain was deployed in October 2025 with
mainnet slated for 2026. This marked a strategic pivot of The Sandbox from a
blockchain-based metaverse game into an on-chain financial infrastructure
layer for the global creator economy and could dramatically expands SAND's
addressable market beyond gaming, potentially generating significant value for
The Sandbox ecosystem.
· Anchorpoint, a joint venture founded by Standard Chartered Bank, Hong
Kong Telecom and Animoca, was one of two companies granted a stablecoin issuer
licence by the Hong Kong Monetary Authority under the Stablecoins Ordinance.
Targeted a phased issuance of the regulated Hong Kong dollar-backed
stablecoin, HKD At Par, from the second quarter of 2026, the Hong Kong-based
entity would adopt a B2B2C model to enable public access through authorised
distributors, while also aiming to co-develop solutions for tokenised RWA
settlement and cross-border stablecoin payments across Hong Kong and Asia.
· In August 2025, Animoca formed a strategic partnership with Nuva Labs
(formerly Provenance Blockchain Labs), an infrastructure provider specialised
in the tokenisation of RWAs, to co-develop NUVA, a chain-agnostic vault
marketplace connecting RWA issuers with investors. Built on the Provenance
Blockchain, which had over US$15.7 billion of RWAs, NUVA initially planned to
launch in the fourth quarter of 2025 with vaults backed by Figure
Technologies' SEC-registered yielding stablecoin and home equity lines of
credit. Under the partnership terms, Animoca would lead go-to-market,
tokenomics and listing and Nuva Labs would focus on product and infrastructure
development. Subsequently, in February 2026, NUVA teamed up with AnChain.AI,
an AI-powered cryptocurrency risk and investigation platform, to integrate
security and compliance monitoring.
(iii) Other Business Developments
· In November 2025, Animoca received in-principle approval from the
Financial Services Regulatory Authority of the Abu Dhabi Global Market to
operate as a regulated fund manager, and subject to the fulfilment of
conditions and final regulatory approval, would be authorised to carry out the
activity of managing collective investment funds. In February 2026, it was
granted a virtual asset service provider licence by Dubai's Virtual Assets
Regulatory Authority to commence operations in the provision of virtual asset
broker-dealer services and virtual asset management and investment services to
global institutional and qualified investors. This would further strengthen
the strategic presence of the Animoca group in the Middle East.
DIRECTORS' REPORT (CONTINUED)
· In December 2025, Animoca entered into a term sheet with GROW
Investment Group, a China-focused alternative asset and wealth management firm
backed by Julius Baer, with a view to building GROW Asset Management (being
renamed as GROW Digital Wealth), a GROW Investment Group company, in Hong Kong
into one of the first platforms in Asia offering both crypto and traditional
finance products to family offices and ultra-high-net-worth individuals. As
part of the proposed transaction, Animoca would acquire an equity interest of
up to 15% in GROW Digital Wealth, subject to definitive agreements and
applicable approvals. The strategic partnership would aim to tap into the
burgeoning US$18 trillion investable asset pool of high-net-worth individuals
in China.
The digital asset industry is undergoing rapid evolution, with crypto,
blockchain and Web3 technologies moving beyond ideology into real-world
applications, extending beyond entertainment into other sectors. Stablecoins,
particularly in cross-border payments, tokenised finance, notably RWA
tokenisation, are experiencing rapid institutional adoption under improving
regulatory clarity. DeFi continues to gain traction as on-chain liquidity
deepens. DePIN is gaining share from centralised cloud services with price
advantages and stable performance. AI integration with blockchain technology
is accelerating. Altcoins are gaining prominence, driven by growing
participation from institutional capital and the shift from speculative
trading towards digital assets that offer real-world utility.
Against this rapidly evolving landscape, the Animoca group is broadening its
main focus from blockchain entertainment to embrace the game-changing trends
with increasing emphasis on initiatives targeting stablecoin and RWA
tokenisation projects as well as DeFi, DePIN and AI activities. With a
portfolio of over 600 companies and digital assets across diverse verticals
that boasts massive holdings in utility tokens, it is also in a strong
position to benefit from the continued development in altcoin utility. Indeed,
the Animoca group is positioning itself as a diversified Web3 conglomerate to
capture the opportunities in the digital asset economy.
ByteDance through the Homaer Fund
The Group holds, through the Unicorn Equity Investment Portfolio Class A
Shares of the Homaer Fund, an investment in the equity interest of ByteDance.
Incorporated in the Cayman Islands, ByteDance is an unlisted holding company
of a technology group that operates a suite of products and services across
the globe. Its portfolio includes, among others, TikTok, TikTok Shop, CapCut
and Lark, as well as products and services specific to the China market,
including Toutiao, Douyin, Douyin E-commerce, Fanqie and Xigua Feishu. The
ByteDance group has over 150,000 employees based out of nearly 120 cities
globally.
In 2025 and into early 2026, the ByteDance group continued to place AI at the
core of its strategic agenda and to commit substantial resources to
strengthening its underlying technical capabilities. This had been supported
by sustained investment in computing infrastructure, model development and
engineering capacity. According to media reports, the AI‑centric capital
outlay of the ByteDance group in 2025 amounted to more than RMB150 billion,
with most of the spending directed to AI-related infrastructure such as data
centres and networking equipment. For 2026, the ByteDance group has reportedly
drawn up preliminary plans to raise AI-enabling investment and procurement to
RMB160 billion, around half of which has been earmarked for the purchase of
advanced semiconductors and processors, including, subject to import and
export controls and other regulatory requirements, Nvidia H200 chips, and to
advance its in-house chip capability, including a project codenamed SeedChip
with manufacturing support from Samsung Electronics under discussion. Indeed,
these measures are consistent with the long-term commitment of ByteDance to
building up a robust and enduring AI capability base.
Under the ambitious expansionary strategy, the AI initiatives of the ByteDance
group are increasingly taking shape along two parallel tracks: consumer-facing
applications and enterprise solutions.
DIRECTORS' REPORT (CONTINUED)
On the consumer side, Doubao further strengthened its position among China's
leading AI-native products. According to QuestMobile, it topped the AI chatbot
apps on mobile devices in China, with weekly active users reaching 155 million
in the second week of December 2025. From February to April 2026, the
ByteDance group rolled out a series of upgrades to the Seed products and
models that included Doubao 2.0, released under the Seed 2.0 series, with
agent capabilities to extend beyond basic question-and-answer interactions
towards more complex, multi-step task execution, Seedance 2.0, an AI video
generator, and Seedream 5.0 Lite, an AI image generator, alongside the new
release of Seeduplex, a native full-duplex speech LLM. Selected AI-powered
features have also been integrated into various content creation tools across
the ByteDance ecosystem.
On the enterprise side, Volcano Engine continued to expand and, according to
IDC, was ranked as China's second-largest AI cloud service provider in terms
of revenue in the first half of 2025. Originally designed to run internal
platform systems of the ByteDance group, it has emerged as a standalone
business targeting external clients. The Seed products and models rolled out
or newly released from February to April 2026 also offer enterprise access,
either integrated into Volcano Engine or available through other ByteDance
platforms. The advanced video-generation performance of Seedance 2.0 has
attracted significant attention, which, in turn, has brought along copyright
issues and lawsuit threats from major corporations, temporarily derailing the
product's global rollout schedule. On the research front, the ByteDance group
has introduced GR-3 and ByteMini, a vision-language-action robotics model and
accompanying hardware platform for enterprise automation.
The remarkable AI development of the ByteDance group was reflected in a number
of insightful metrics. According to Volcano Engine, the average daily token
usage of the Doubao model, deployed across both consumer-facing and
enterprise tracks, surpassed 120 trillion tokens by late March 2026, doubling
in three months and rising roughly 1,000-fold since the launch in May 2024.
This followed an earlier announcement that Doubao's average daily token usage
had exceeded 50 trillion tokens in December 2025, up from 4 trillion tokens
in December 2024. Additionally, the number of enterprises on Volcano Engine
with cumulative token usage exceeding 1 trillion tokens rose to 140 by late
March 2026, compared with 100 at the previous year end.
Beyond AI, e-commerce remained a core growth engine for the ByteDance group
and, together with content platforms and advertising operations, continued to
underpin its broader operating model.
In China, Douyin, the short-video app, has morphed into a commercial ecosystem
encompassing e-commerce and life services. Douyin E-commerce further
progressed its dual-engine approach, combining livestream-led discovery with
an expanding shelf-based shopping experience. According to market tracking,
Douyin E-commerce's GMV in 2025 was estimated at RMB4.3 trillion, implying a
year-on-year growth of around 30%, with shelf-based formats representing 45%
of the 2025 total. Separately, Douyin Life Services achieved total
transaction value of RMB 850 billion in 2025, representing a 59% year-on-year
increase, with 15.2 million active merchant stores, according to
company-released data.
Overseas, TikTok Shop continued to scale, with the United States remaining a
principal market and Europe becoming a more meaningful area of development.
Reuters reported that TikTok Shop was launched in France, Germany and Italy in
March 2025, extending its European footprint beyond the United Kingdom. In the
United States, according to EMARKETER, TikTok Shop generated US$15.8 billion
of sales in 2025, representing 18.2% of total U.S. social commerce. Momentum
Works, based on platform data from Tabcut, estimated, through a joint
analysis, that TikTok Shop's 2025 global GMV reached US$64.3 billion, of which
the United States contributed US$15.1 billion.
In addition to e-commerce, supported by sustained user engagement on TikTok
and Douyin and continued demand from both brand and performance advertisers,
advertising remained a primary source of growth for the ByteDance group in
2025. According to EMARKETER, TikTok's 2025 U.S. advertising revenue reached
over US$14 billion, indicating that advertiser appetite continued to be
resilient despite an uncertain political and regulatory backdrop. Coupled with
the strong contributions from e-commerce through Douyin and TikTok, the
ByteDance group was reported to have achieved profits of around US$50 billion
for 2025.
DIRECTORS' REPORT (CONTINUED)
Following a protracted period of political wrangling and legal manoeuvring,
the thorny issues surrounding TikTok's U.S. operations had at long last
reached what appeared to be an amicable resolution. In December 2025, a deal
was finally struck by TikTok and other stakeholders and parties of interest
under which an American-controlled joint venture would be established with
three managing investors, Oracle, Silver Lake and MGX, each holding a 15%
stake. ByteDance would retain a 19.9% holding with the balance to be held by
an investor consortium. Under the deal, TikTok's U.S. operations would be
transferred to the American-controlled joint venture, with the content
recommendation algorithm copied, retrained and updated with American user
data. Data security would be overseen by Oracle, with the database hosted in
Oracle's secure U.S cloud infrastructure. Upon the completion of the deal,
TikTok-controlled entities would continue to manage certain U.S. commercial
activities, including e-commerce, advertising and marketing.
Given Douyin's domestic money-spinner, TikTok's global monetisation
proficiency, and ByteDance's commanding AI premium and status as one of
China's Tech Triumvirate, investor repricing of the longer-term growth
prospects of the ByteDance group has been conspicuously evident. According to
Reuters, the valuation implied by ByteDance's employee share buyback programme
rose from US$315 billion in March 2025 to US$330 billion in August 2025. In
April 2026, the calculated valuation estimate derived from the reported share
buyback price of US$229.50 hit US$378 billion. In the secondary market, a
Chinese investment firm, Capital Today, reportedly acquired from Bank of China
Group Investment a block of ByteDance shares at a valuation of US$480 billion
in November 2025. In February 2026, according to Reuters, General Atlantic
sought to sell part of its stake in ByteDance in a transaction valuing the
Chinese internet giant at US$550 billion.
As discussed in the section headed "Results and Financial Position" on page 3,
consequent to the Homaer Fund's reductions of the underlying ByteDance stake,
dividends were distributed to the Group through two payments, which have been
duly accounted for and reflected in the Group's 2025 audited consolidated
financial statements.
Dingdong
Since the listing of Dingdong on the New York Stock Exchange in June 2021, the
Group has directly held its investment in the American depositary shares of
Dingdong (the "Dingdong ADS").
Dingdong is the holding company of an e-commerce group that principally
operates a mobile app, Dingdong Maicai, providing users and households with
fresh groceries, prepared food and other food products supported by an
extensive self-operated frontline fulfillment grid. The operations of the
Dingdong group cover dozens of cities across China with a strategic core in
the Yangtze River Delta Megalopolis from which a significant portion of
revenue is derived. The Dingdong group has also launched a series of private
label products spanning a variety of food categories, mostly supported by its
own production facilities.
During 2025, the Dingdong group continued to register revenue growth, albeit
at a reduced pace, as its operations appeared to be approaching the later
stage of the rapid growth phase. Based on the 2025 audited consolidated
accounts of the Dingdong group, revenue grew year-on-year by 5.6% to RMB24.4
billion, notwithstanding the decline in food prices and the base effect
arising from the strategic adjustments to suspend coverage of certain
non-performing cities in 2024. This was driven by the rise in the number of
orders consequent to the increase in the number of transacting users and the
increased order frequency, supplemented by the network expansion to deepen
market penetration in East China. Following the collaboration with DFI, a
company listed on the Equity Shares (Transition) category of the London Stock
Exchange and a member of the Jardine Matheson Group, expansion in overseas B2B
sales had also been encouraging.
DIRECTORS' REPORT (CONTINUED)
Despite the robust performance in the first half of 2025 and the continued
growth in revenue, however, profitability in the 2025 second half was
disappointing. Based on, among other publicly available information, the
unaudited quarterly reports of the third and fourth quarters of 2025 filed by
Dingdong with the regulatory authority in the United States, gross margin had
been under pressure and fell to 29% in the 2025 second half from 30% in the
previous corresponding period, reflecting the additional costs associated with
product mix changes stemming from the implementation of the "4G strategy" of
"good users, good products, good services and good mindshare" to boost
customer satisfaction. Meanwhile, general and administrative expenses as a
percentage of revenue edged up to 1.9% from 1.7% during the same timeframe due
to the expenses to fund the "Dong Li Sheng" management trainee programme.
Given the tight margin of the online grocery business, the margin impact on
the bottom line was magnified. Accordingly, 2025 full-year GAAP net income and
non-GAAP net income(3) fell year-on-year by 23.9% and 26.7% to RMB231.7
million and RMB310.1 million respectively.
(3) a non-GAAP measure considered to be a useful indicator of the underlying
business trend by excluding the non-cash charges of share-based compensation
Disappointing profitability equally affected cash flow performance. However,
with the cash flows generated and accumulated over the years, the financial
position of the Dingdong group remained solid. Net cash balance, calculated by
deducting short-term borrowings from the sum of cash and cash equivalents,
restricted cash, short-term investments and long-term deposits, stood at
RMB3.14 billion as at 31 December 2025.
As discussed in the Company's interim report for the six months ended 30 June
2025, the Dingdong group took a strategic step towards broadening and
diversifying revenue streams through a collaboration with DFI, aiming to build
a digitalised cross-border supply chain to offer competitively priced fresh
produce to the Hong Kong market. In February 2026, the Dingdong group further
expanded its overseas B2B endeavours through a partnership with FairPrice, a
leading retailer and a social enterprise under the National Trades Union
Congress in Singapore, to cover the Singapore market. Leveraging its
nationwide sourcing and logistics capabilities supported by AI-driven
inventory management with predictive analytics and traceability technology for
product transparency, the Dingdong group is in the process of developing a new
line of business with a view to positioning itself as a trusted cross-border
supplier in South East Asia.
Subsequent to the end of 2025, in February 2026, Dingdong entered into a
definitive conditional agreement to sell substantially all of the China
business of the Dingdong group to a wholly-owned subsidiary of Meituan for a
cash consideration expected to total up to US$997 million. The proposed
transaction, valued at a significant premium over Dingdong's market
capitalisation, marked what seemed to be a transformative strategic exit from
domestic online grocery operations to focus on cross-border opportunities and
capital realisation to unlock value for Dingdong shareholders. Subject to the
satisfactory completion of due diligence and the satisfaction or waiver of
customary conditions, including board and shareholder approvals of Dingdong
(the resolutions of both of which had since been adopted), and regulatory and
governmental clearances, and upon successful closing, Dingdong's stated
intention would be to utilise not less than 90% of the cash balance of the
post-closing Dingdong group for share repurchases and/or dividend
distributions to Dingdong shareholders.
In March 2026, a leadership transition was also announced, as the founder of
the Dingdong group would step down as the chief executive officer but would
continue to serve as the chairman of Dingdong. With a comprehensive and
in-depth understanding of the operations of the Dingdong group, Dingdong's
former chief financial officer would assume the role of new chief executive
officer of Dingdong.
In view of the scale and significance of the proposed transaction with
Meituan, these developments would likely have a material bearing on the future
positioning of Dingdong as a listed holding company. Moreover, the total cash
consideration expected to be received of up to US$997 million would translate
into as much as US$4.22 per Dingdong ADS, significantly above the closing
Dingdong ADS price of US$2.58 on the business day immediately preceding the
date of this report.
DIRECTORS' REPORT (CONTINUED)
Seyond through the Hermitage Galaxy Fund SPC attributable to the Hermitage
Fund Twelve SP (the "Hermitage Fund Twelve")
The Group holds, through the Class A Participating Shares of the Hermitage
Fund Twelve, an investment in the equity interest of Seyond.
Founded in and headquartered in Silicon Valley in California in the United
States, Seyond is a holding company of a technology group that designs,
develops and produces automotive-grade LiDAR solutions for ADAS, ADS and other
automotive and non-automotive application scenarios. The product portfolio of
the Seyond group encompasses LiDAR sensor hardware, including the
1,550nm-laser-based Falcon series, the 905nm/940nm-laser-based Robin series
and the solid-state Hummingbird series, as well as proprietary software
solutions, including OmniVidi, which processes raw information and objects
detected in conjunction with sensor hardware, and SIMPL, which is a LiDAR and
AI-powered intelligent transportation system.
During the year, Seyond achieved a landmark milestone by completing its
transition from a privately-held company to a publicly-listed corporation by
way of the De-SPAC transaction, the business combination arrangements under
which Seyond shares became listed and commenced trading on the Stock Exchange
of Hong Kong on 10 December 2025, and net proceeds amounting to HK$976.7
million were raised to strengthen the financial position of the Seyond group.
In early 2026, Seyond was selected as a constituent stock of the Hang Seng
Composite Index, and its shares were admitted to the lists of eligible
securities for southbound trading under both Shanghai Connect and Shenzhen
Connect. This is expected to broaden Seyond's shareholder base, enhance its
reputation and investment appeal in the capital market, and improve the
liquidity of its shares.
Meanwhile, the Seyond group has continued to execute a dual-wavelength
technology roadmap across the 1550nm and 905nm/940nm routes. It has introduced
various new models and upgrades to both the Falcon series and the Robin
series. The Seyond group has also launched the latest generation pure
solid-state Hummingbird D1, which has progressed from product debut to
commercial validation with mass-produced design wins from several automakers.
It has recently further extended the Hummingbird series with the D1-R for
robotics applications. The product portfolio of the Seyond group has, indeed,
been expanded into a full-domain perception matrix, encompassing near-field to
ultra-long-range LiDARs with front-view, side-view and blind-spot filling
capabilities, providing solutions that support different cost and performance
configurations to meet diverse automotive and industrial application needs.
The business development of the Seyond group has been equally propitious. It
has continued to focus on scaling mass production and large-scale deployment
of its LiDAR products. During 2025, the Seyond group delivered 332,000 sensor
units, representing a year-on-year increase of 44.6%. While the Falcon series
remained the principal delivery base, the Robin series, having entered mass
production in the second half of 2024, became the new engine of growth with
shipments increasing to 137,822 units from 11,589 units a year earlier. As a
major investor in Seyond and the Seyond group's anchor customer, NIO remained
the predominant revenue contributor, with procurement reaching 286,482 units.
In the course of business development and consistent with the objective of
diversifying its customer base to reduce dependence on NIO, the Seyond group
had, by the end of 2025, established strategic collaborations with an
additional 17 OEMs and ADAS and ADS companies, covering more than 50 models
across the passenger and commercial vehicle segments. With the commencement of
mass production and delivery for several non-NIO customers, revenue
contribution from NIO declined from 97.3% in 2024 to 86.2% in 2025, reflecting
continued improvement in the Seyond group's customer mix.
DIRECTORS' REPORT (CONTINUED)
Driven by forward-looking product and application strategies, the Seyond group
has also been expanding into non-automotive scenarios, particularly in
robotics and smart infrastructure, and has secured collaborations with
robotics companies and mobility service providers, with applications deployed
in broad robotics, intelligent transportation, smart ports, smart shipping,
smart rail transit and smart mining. In addition, it has set up operations in
a number of countries and regions to prepare for global expansion. These
forward-planning initiatives, coupled with continuing improvement in its
customer mix, form the basis of a three-pronged strategy that should broaden
the addressable market and enhance the revenue growth and resilience of the
Seyond group over the longer term.
Based on the 2025 audited consolidated accounts published by Seyond on the
Stock Exchange of Hong Kong, the Seyond group continued to show encouraging
signs. Despite the increase in shipment volume of sensor units on the back of
the increased contribution from the Robin series, revenue decreased
year-on-year by 3.4% to US$154.2 million, due primarily to a decrease in
average selling price, reflecting the typical pricing trend in a product life
cycle as the Falcon series was maturing. However, consistent efforts on
component localisation, in-house module development and manufacturing
automation, complemented by economies of scale through mass production, led to
unit cost reduction, thereby boosting gross margin from a negative 8.7% in
2024 to a positive level for the first time of 7.9% in 2025, with gross loss
of US$13.9 million turning into gross profit of US$12.3 million, and adjusted
non-IFRS net loss(4) narrowing from US$82.9 million to US$63.01 million over
the same timeframe. As mentioned above, the financial position of the Seyond
group was also strengthened by the net proceeds raised from the De-SPAC
transaction, with cash and cash equivalents and restricted bank balances
standing at US$119.5 million and total assets at US$264.0 million as at 31
December 2025.
(4) a non-IFRS measure considered to be a useful indicator of the operating
performance trend by excluding certain non-cash items and certain fees and
expenses related to the De-SPAC transaction
The growth momentum in LiDAR product shipments from the Seyond group followed
through into the first quarter of 2026. Based on the unaudited figures
published by Seyond, 181,400 sensor units were shipped, representing a
year-on-year increase of 340%. The Falcon series accounted for 65,500 units,
increasing year-on-year by 90%, while the Robin series contributed 115,600
units, increasing year-on-year by 1,594%. For the full year of 2026, based on
the March 2026 order and production pipeline, the Seyond group expected
shipment volume to achieve a year-on-year increase of 200%. To cater to the
anticipated rapidly growing demand, it has set out plans to raise the annual
designed capacity of its manufacturing facilities from 1 million units to 2.2
million units within the year. With the technical expertise in LiDAR products
and solutions, the three-pronged diversification and expansion strategy, the
cost-optimisation capabilities and the rapid growth in shipment volume, the
Seyond group appears to have found a progressive path to profitability.
AMI through Rivet Ventures and Arete Venture
Through its limited partnership interests, the Group participates as a limited
partner in Rivet Ventures and Arete Venture, which respectively invest in the
Series Seed Preferred Securities and the Convertible Securities of AMI Labs.
Founded by Turing Award laureate, Yann LeCun, formerly Meta's chief AI
scientist and founding director of Facebook AI Research, led by Alexandre
LeBrun, formerly co-founder and chief executive officer of Nabla, and
supported by an esteemed cohort of researchers and builders, AMI Labs is a
frontier AI research lab operating with a multi-hub structure across three
continents. Its mission is to build and develop world models, a new paradigm
of AI systems designed to learn abstract representations from real-world
sensor data, reason and plan under complex environments, and make predictions
in representation space.
DIRECTORS' REPORT (CONTINUED)
In late 2025, AMI Labs announced an exclusive strategic partnership with
Nabla, the digital health startup co-founded by Alexandre LeBrun and currently
chaired by Yann LeCun, to pioneer the next generation of agentic AI systems in
healthcare.
While AMI Labs anticipates a multi-year path to commercialisation with an
initial focus on fundamental AI research, its longer-term goal is to develop
real-world applications across a wide spectrum, including industrial
operational control, automated systems, smart wearables, robotics and
healthcare.
In a resounding validation by the angel and early-stage investment community,
AMI Labs successfully raised in March 2026 US$1.03 billion in a heavily
oversubscribed seed funding round, co-led by Cathay Innovation, Greycroft,
Hiro Capital, HV Capital and Bezos Expeditions, at a pre-money valuation of
US$3.5 billion. The syndicate of strategic investors, including NVIDIA,
Temasek, Toyota Ventures and Samsung, seemed meticulously structured to offer,
in due course, synergistic collaboration opportunities for AI infrastructure,
sovereign AI, industrial applications and consumer devices. The funding raised
is earmarked for research and team building.
Oasis Education Group Limited ("Oasis Education")
Oasis Education is a 50% joint venture of the Group. The operating subsidiary
of Oasis Education, Oasis Education Consulting (Shenzhen) Company Limited
(奧偉詩教育諮詢(深圳)有限公司, "Oasis Shenzhen"), provides
consulting and support services to the Huizhou Kindergarten in the Guangdong
Province of China.
With a track record of over ten years navigating the evolving regulations and
development in the education sector, the Huizhou Kindergarten continued to
maintain a stable level of pupil enrolment. Following the graduation of 98
pupils in the summer of 2025, it had enrolled 62 new pupils for the academic
term that commenced in September 2025 and another 35 new pupils for the
academic term that commenced in February 2026. This had enabled the Huizhou
Kindergarten to keep the level of total pupil enrolment of over 200.
PROSPECTS
The global economy entered 2026 in a state of continued resilience, as
witnessed in 2025. However, this resilience is being tested by the resurgent
geopolitical conflicts in the Middle East. At the core of these confrontations
are demands by the United States and Israel for a complete nuclear disarmament
and an end to regional proxy network support by Iran to eliminate its threat
across the Gulf region and beyond. Demands from the Iranian regime, in turn,
include an unconditional cessation of the U.S. and Israeli military operations
and the withdrawal of American forces from West Asia. Iran also demands
compensation for the economic and infrastructure damages inflicted by the
conflicts, as well as the removal of sanctions against the Iranian economy.
Control of the Strait of Hormuz is another thorny issue to resolve.
Notwithstanding the latest truce extension unilaterally announced by what is
widely considered a capricious administration under President Trump, in the
absence of a permanent ceasefire agreement, the current conflicts are likely
to continue, threatening to upend the international energy market and world
economy. It is estimated that a halt in shipments through the Strait of Hormuz
would strand roughly 20% of global oil and liquefied natural gas supplies.
Energy-importing countries in Europe and Asia would be the main victims,
having to contend with persistent high energy costs. Governments across South
East Asia, such as the Philippines, Indonesia and Thailand, have, in fact,
directed civil servants and non-essential government employees to work from
home as a means to mitigate the impact of the fuel supply disruption. The
United States, being energy sufficient, would fare better but would unlikely
be immune from rising inflation.
DIRECTORS' REPORT (CONTINUED)
In its April 2026 update, the IMF revised the projections for global headline
inflation upwards to 4.4% from 3.8% in January 2026 and global economic growth
downwards to 3.1% from 3.3. This highlights the potential risk of a
deleterious stagflationary scenario.
Geopolitics aside, the recovery momentum of private equity activities in 2025
is expected to carry into 2026. According to the EY Private Equity Pulse
Survey: Key Takeaways from Q4 2025, private equity industry sentiment for 2026
would be the strongest in recent years, with 80% of general partners expecting
acquisition activities to increase and 72% exits to rise, the highest level
since tracking began. As the development of AI moves beyond LLM into the
physical world, AI-enabled business models and digital infrastructure rank as
the most attractive investment themes. Investors are increasingly focused on
application-layer companies that can generate tangible use cases and revenue,
such as robotics and industrial automation. The longer-term opportunities
appear to lie less in pure software interfaces and more in how AI interacts
with the physical world. Companies that emerge from this transition will
likely be more specialised, more operationally focused, and more realistic
about the permanence of technology-driven disruption to business models. The
new investment made by the Group in AMI Labs falls within this category of
companies.
The majority of the Group's other investments are also involved in the fields
of AI or other technologies. Several of them, such as ByteDance, Dingdong and
Seyond, derive all or the bulk of sales from the domestic market in China and
hence are well placed to benefit from the growth and advancement in the
Chinese economy. As mentioned in the section headed "Review" on page 4, the
terms of the ICBC Shipping Fund would expire in October 2026, and upon the
completion of the disposals of all of the underlying vessels, pro rata share
of the disposal proceeds amounting to US$800,000 would be returned to the
Group as a fundholder, thereby increasing the Group's cash position to US$1.7
million. This would provide additional funds for the Board to continue seeking
new opportunities in alignment with the Company's investment policy.
Directors
The directors during the year under review and up to the date of this report
were and are:
Non-Executive Chairman
Alastair GUNN-FORBES *
Executive Directors
Henry Ying Chew CHEONG
Ernest Chiu Shun SHE
Non-Executive Directors
Mark Chung FONG*
Martyn Stuart WELLS*
Stephen Lister d'Anyers WILLIS*
* independent
Brief biographical notes of the directors serving at the date of this report
are set out on pages 72 to 74.
Save as disclosed in this report and in note 26 to the consolidated financial
statements on page 69, none of the directors had, during the year under review
or at the end of the year, a material interest, directly or indirectly, in any
contract of significance with the Company or any of its subsidiaries.
DIRECTORS' REPORT (CONTINUED)
Messrs Alastair Gunn-Forbes, Mark Chung Fong and Martyn Stuart Wells have
served on the Board for more than nine years. (In accordance with Provision 10
of the UK Corporate Governance Code on corporate governance published in
January 2024 by the Financial Reporting Council of the United Kingdom (the
"Code"), Messrs Alastair Gunn-Forbes, Mark Chung Fong and Martyn Stuart Wells
retired by rotation and were re-elected to office by separate resolutions
passed at the Annual General Meeting held on 11 September 2025). During the
past ten-year period, however, none of them has had any major interest in the
issued share capital of the Company, has been an employee or involved in the
daily management of any of the Group companies, or has had any material
relationship with any of the Group companies or any of the major shareholders
or managers of any such companies other than being a member of the Board.
Accordingly, the Board has determined that their independence and objectivity
have not been impaired and that they will therefore be able to continue to act
independently in character and judgement.
At the Annual General Meeting held on 29 September 2014, shareholders approved
the inclusion of the Group's non-executive directors as eligible participants
of the Worldsec Employee Share Option Scheme 1997 (the "Option Scheme"), which
was revised on 24 September 2014. As explained in the 2014 annual report of
the Company, the reason for such inclusion was to enable the Group to reward
its non-executive directors for their commitments to the Company beyond the
nominal annual fees that the Group could afford to pay during its development
stage. Accordingly, and in accordance with Provision 10 of the Code, given
that such circumstances have basically remained unchanged as the Group has yet
to make a profit on a consistent basis under an era marked by a challenging
environment, the Board has determined that the participation of Messrs
Alastair Gunn-Forbes, Mark Chung Fong, Martyn Stuart Wells and Stephen Lister
d'Anyers Willis in the Option Scheme will not affect their ability to act
independently in character and judgement.
Apart from the Option Scheme, the Group also operates a bonus scheme (the
"Bonus Scheme"), which was approved by shareholders at the Special General
Meeting held on 30 August 2013. All directors and employees of the Group are
eligible to participate in the Bonus Scheme. Up to 20 per cent. of the
operating profit, before payment of tax, of the Group in each financial year
(the "Bonus Pool") may be employed in paying bonuses to directors and the
Group's employees at the discretion of the Remuneration Committee. In making
decisions on the award of bonuses, the Remuneration Committee takes into
consideration an individual's overall performance and contribution to the
business of the Group. Award of bonuses are entirely discretionary and the
Remuneration Committee may elect to award only part of the Bonus Pool if the
Remuneration Committee sees fit. No director or employee of the Group is
contractually entitled to a share of the Bonus Pool, and the Bonus Pool may be
awarded in its entirety to a single director or employee should the
Remuneration Committee so resolve.
DIRECTORS' INTERESTS
The interests of the individuals who were directors during the year under
review in the issued share capital of the Company, including the interests of
persons connected with a director (within the meaning of Sections 252, 253 to
255 of the United Kingdom Companies Act 2006 as if the Company were
incorporated in England), the existence of which was known to, or could with
reasonable diligence be ascertained by, that director, whether or not held
through another party, were as follows:
At 1 January 2025 At 31 December 2025
No. of shares No. of shares
Alastair Gunn-Forbes 45,000 45,000
Henry Ying Chew Cheong (Note) 11,722,620 11,722,620
Mark Chung Fong Nil Nil
Ernest Chiu Shun She 550,095 550,095
Martyn Stuart Wells Nil Nil
Stephen Lister d'Anyers Willis 16,000 16,000
DIRECTORS' REPORT (CONTINUED)
Note: Mr Henry Ying Chew Cheong ("Mr Cheong") wholly owns HC Investment Holdings
Limited ("HCIH"). HCIH beneficially owned 20,000,000 ordinary shares of
US$0.001 each in the Company at 1 January 2025 and 31 December 2025,
respectively.
In total, Mr Cheong and his associates were the legal and beneficial owners of
31,722,620 ordinary shares of US$0.001 each in the Company, representing 37.3%
of the Company's issued share capital, at 1 January 2025 and 31 December 2025,
respectively. The Company and Mr Cheong entered into a relationship agreement
on 2 August 2013 (the "Relationship Agreement"). Pursuant to the Relationship
Agreement, Mr Cheong has agreed to exercise his rights as a shareholder at all
times, and to procure that his associates exercise their rights, so as to
ensure that the Company is capable of carrying on its business independently
of Mr Cheong or any control which Mr Cheong or his associates may otherwise be
able to exercise over the Company. Moreover, Mr Cheong has undertaken to
ensure, so far as he is able to, that all transactions, relationships and
agreements between Mr Cheong or his associates and the Company or any of its
subsidiaries are on arms' length terms on a normal commercial basis. Mr Cheong
and the Company have also agreed, among other things, that he will not
participate in the deliberations of the Board in relation to any proposal to
enter into any commercial arrangements with Mr Cheong or his associates.
At 1 January 2025 At 31 December 2025
No. of share options No. of share options
Alastair Gunn-Forbes (Notes i) 850,000 350,000
Henry Ying Chew Cheong (Notes i) 850,000 350,000
Mark Chung Fong (Notes i) 850,000 350,000
Ernest Chiu Shun She (Notes i) 850,000 350,000
Martyn Stuart Wells (Notes i) 850,000 350,000
Stephen Lister d'Anyers Willis (Note ii) 350,000 350,000
Note: (i) 350,000 of the share options granted to Messrs Alastair Gunn-Forbes, Henry
Ying Chew Cheong, Mark Chung Fong, Ernest Chiu Shun She and Martyn Stuart
Wells on 29 May 2019 entitle the holders to subscribe on a one for one basis
new ordinary shares of US$0.001 each in the Company at an exercise price of
US$0.034 per share. These share options vested six months from the date of
grant and were then exercisable within a period of 9.5 years. The 500,000
share options previously granted to the same directors on 1 December 2015 at
an exercise price of US$0.122 per share lapsed on 1 December 2025 following
the expiry of the exercise period.
(ii) 350,000 of the share options granted to Mr Stephen Lister d'Anyers Willis on
20 February 2023 entitle the holder to subscribe on a one for one basis new
ordinary shares of US$0.001 each in the Company at an exercise price of
US$0.034 per share. These share options vested six months from the date of
grant and were then exercisable within a period of 9.5 years.
Save as disclosed above, none of the above-named directors had an interest,
whether beneficial or non-beneficial, in any shares or debentures of any Group
companies at the beginning or at the end of the year under review. Save as
disclosed above, none of the above-named directors, or members of their
immediate families, held, exercised or were awarded any right to subscribe for
any shares or debentures of any Group companies during the year.
The Board confirms that (i) the Company has complied with the independence
provisions set out in the Relationship Agreement since it was entered into;
and (ii) so far as the Company is aware, Mr Henry Ying Chew Cheong and his
associates have complied with the independence provisions set out in the
Relationship Agreement since it was entered into.
DIRECTORS' REPORT (CONTINUED)
DIRECTORS' REMUNERATION
The remuneration of the directors for the year ended 31 December 2025 was as
follows:
Share-based payment expenses Other emoluments
Fees Total
US$'000 US$'000 US$'000 US$'000
Alastair Gunn-Forbes 13.5 - - 13.5
Henry Ying Chew Cheong 13.5 - - 13.5
Mark Chung Fong 13.5 - - 13.5
Ernest Chiu Shun She 13.5 - - 13.5
Martyn Stuart Wells 13.5 - - 13.5
Stephen Lister d'Anyers Willis 13.5 - - 13.5
81.0 - - 81.0
PROVIDENT FUND AND PENSION CONTRIBUTIONS FOR DIRECTORS
During the year under review, there was no provident fund and pension
contributions for the directors.
LETTERS OF APPOINTMENT/SERVICE CONTRACTS
Messrs Alastair Gunn-Forbes, Mark Chung Fong and Martyn Stuart Wells, each has
entered into a letter of appointment with the Company dated 28 November 2017,
and Mr Stephen Lister d'Anyers Willis has entered into a letter of appointment
with the Company dated 3 June 2019, to serve as non-executive director. Each
of them is entitled to a fee of £10,000 per annum. The appointment may be
terminated on one-month notice in writing.
Messrs Henry Ying Chew Cheong and Ernest Chiu Shun She, each has entered into
a letter of appointment with the Company dated 2 August 2013 to serve as
executive director. Each of them is entitled to a fee of £10,000 per annum.
The appointment may be terminated on not less than six-month notice in
writing.
All directors are eligible to participate in the Option Scheme under which
share options may be granted at the discretion of the Remuneration Committee.
No share options were granted for the year ended 31 December 2025.
All directors are eligible to participate in the Bonus Scheme under which
bonuses may be granted at the discretion of the Remuneration Committee. No
bonuses were recommended for the year ended 31 December 2025.
Save as disclosed above, there are no existing or proposed letters of
appointment or 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) within one year.
MAJOR INTERESTS IN SHARES
At 19 March 2026, the Company was aware of the following direct or indirect
interests representing 5% or more of the Company's issued share capital:
DIRECTORS' REPORT (CONTINUED)
Percentage of
issued share capital
No. of shares
HC Investment Holdings Limited (Note i) 20,000,000 23.5%
Yue Wai Keung 4,837,500 5.7%
Luis Chi Leung Tong 5,000,000 5.9%
Henry Ying Chew Cheong 11,722,620 13.8%
Aurora Nominees Limited (Note ii) 18,750,000 22.1%
Vidacos Nominees Limited (Note ii) 5,503,034 6.5%
Notes: (i) Mr Cheong is the legal and beneficial owner of the entire issued share capital
of HCIH.
(ii) Aurora Nominees Limited and Vidacos Nominees Limited act as custodians for
their customers, to whom they effectively pass all rights and entitlements,
including voting rights.
INTERNAL CONTROL, RISK MANAGEMENT AND FINANCIAL REPORTING
The Board is responsible for establishing and maintaining appropriate systems
of internal control and risk management to safeguard the Group's interests and
assets. The control measures that have been put in place cover key areas of
operations, finance and compliance and aim to manage rather than eliminate
risks that are inherent in the running of the business of the Group.
Accordingly, the Group's
systems of internal control and risk management are expected to provide
reasonable but not absolute assurance against material misstatements, loss or
fraud.
Among the control measures, the key steps that have been put in place include:
- the setting of the investment strategy and the approval of significant
investment decisions of the Group by the Board to ensure consistency with the
investment objective and compliance with the investment policy of the Company;
- the segregation of duties between the investment management and
accounting functions of the Group;
- the adoption of written procedures in relation to the operations of the
bank accounts of the Group;
- the adoption of written procedures to deal with conflicts of interests
and related party transactions;
- the maintenance of proper accounting records providing with reasonable
accuracy at any time information on the financial position of the Group;
- the review by the Board of the management accounts of the Group on a
regular basis; and
- the engagement of external professionals to carry out company
secretarial works for the Company and to assist the Group on compliance
issues.
The Board considers the identification, evaluation and management of the
principal risks faced by the Group under the changing environment to be an
ongoing process and has kept under regular review the effectiveness of the
Group's systems of internal control and risk management. The Board is
satisfied that the arrangements that have been put in place represent an
appropriate framework to meet the internal control and risk management
requirements of the Group.
The Board ensures oversight of climate-related risks and opportunities, and
through its board meetings, aligns the Company's investment strategy with
emerging environmental challenges, integrating climate considerations into
investment decisions while holding senior management accountable for assessing
and addressing risks across assets. Strategically, the Company evaluates
climate impacts across short, medium and long-term horizons. Short-term risks
include heightened regulatory pressure on high-carbon investments, while
medium-term challenges involve transition risks such as evolving investor
preferences toward sustainable assets. Over the long term, the focus shifts
to capitalising on opportunities in renewable energy, sustainable
infrastructure and low-carbon technologies to enhance returns and align with
global net-zero objectives. Climate risks are managed through scenario
analysis, assessing impacts of 1.5°C and 2°C warming scenarios and
prioritising mitigation strategies.
DIRECTORS' REPORT (CONTINUED)
PRINCIPAL RISKS AND UNCERTAINTIES
The Group adopts a risk management strategy that encompasses the proactive
detection and assessment of emerging risks. Its internal control and risk
management framework is designed to be dynamic and responsive with a view to
enabling prompt adaption to new challenges and opportunities.
The process adopted by the Group for identifying emerging risks involves the
monitoring and review of the Group's control measures and operating procedures
and activities, the scanning of the development and evolving trends across
various sectors including the economic, political and investment domains and
the leveraging of industry information and insights relevant to the Group's
operations. Potential threats identified are assessed, analysed and evaluated
and, where appropriate, mitigation measures, such as those described in the
paragraphs below on pages 19 to 20, would be implemented.
The Board receives updates on emerging risks and conducts regular review to
ensure that the risk management and mitigation efforts are effective and
aligned with its oversight. The Audit Committee also plays a crucial role,
providing additional scrutiny and guidance on risk-related matters.
In the risk assessment undertaken, the Board has identified the principal
risks and uncertainties that are relevant to the Group which include:
Target market risk
Under the investment policy of the Company, the Group focuses on investing in
small to medium sized trading companies based mainly in the Greater China and
South East Asian region. Consequently, a severe economic downturn, heightened
political uncertainties, escalating geopolitical rivalries or disruptive
international policy shifts negatively affecting these target markets could
seriously undermine the Group's investments leading to substantial losses for
the Group. This is a risk factor beyond the Group's control. Nevertheless, in
line with the investment policy of the Company, the Board would remain
committed to investing in and maintaining a diversified portfolio in order to
spread the investment risk of the Group.
Investment opportunity risk
Notwithstanding the challenges in fundraising in recent years, the private
equity sector continued to hold abundant dry powder accumulated during the low
interest rate era. A significant portion of these funds was raised in 2022 and
2023, increasing the pressure on general partners to identify and commit to
appropriate investments. Against this backdrop, competition for quality deals
is expected to remain vigorous and intense. This would limit the availability
of attractive opportunities for the Group. However, the Company has maintained
a broadened investment policy. This would offer greater flexibility for the
Group to make investment choices from a broader range of opportunities to
achieve the Company's investment objective.
Key person risk
As the Group does not engage any external investment manager, the Board is
responsible for overseeing the Group's investment management activities with
frontline management duties delegated to the executive directors. The Group is
therefore heavily dependent on the executive directors' abilities to identify
and evaluate investment targets, execute and implement investment decisions,
monitor investment performance and execute and implement exit decisions. Both
of the executive directors, Messrs Henry Ying Chew Cheong and Ernest Chiu Shun
She, have entered into a letter of appointment with the Company with a
termination clause of not less than six-month written notice. Moreover, Mr
Cheong is also the deputy chairman and a major shareholder beneficially
holding a substantial interest in the Company's issued share capital.
DIRECTORS' REPORT (CONTINUED)
Operational risks
The Group is exposed to various operational risks that are inherent in the
running of its business, including, among others, the failure to comply with
the investment policy of the Company, the failure to prevent misstatements,
loss or fraud due to inadequacies in the Group's internal operational
processes, and the failure to comply with applicable rules and regulations by
the Group. As mitigating measures, the Board has established and maintained
systems of internal control and risk management to safeguard the Group's
interests and assets, details of which are set out in the section headed
"Internal Control, Risk Management and Financial Reporting" on page 18.
Financial risks
The Group is exposed to a variety of financial risks, including market risks,
credit risk and liquidity risk, which arise from its operating and investment
management activities. The Group's management of such risks is coordinated at
the office of Worldsec Investment (Hong Kong) Limited, the principal operating
subsidiary of the Group, in close cooperation with the Board. Details of the
Group's approach on financial risk management are described in note 5(b) to
the consolidated financial statements on pages 52 to 56.
VIABILITY STATEMENT
The directors have assessed the viability of the Company for the three years
to 31 December 2028.
The directors consider that, for the purposes of this viability statement, a
three-year period is appropriate taking into account the Group's investment
horizon under its investment strategy. Besides, there should unlikely be any
significant change to most of the principal risks and uncertainties facing the
Group over the timeframe selected for the assessment.
In assessing the viability of the Company and its ability to meet liabilities
as they fall due, the directors have taken into consideration, among others:
- the investment strategy of the Group;
- the current position including the existing financial status and cost
structure of the Group;
- the prospects of and the industry outlook for the Group;
- the economic, political and geopolitical factors that could adversely
affect the Greater China and South East Asian region, the primary target
markets in which the Group focuses its investments; and
- the potential adverse impact of the principal risks and uncertainties
facing the Group and the effectiveness of the mitigating measures that have
been put in place, details of which are described in the section headed
"Principal Risks and Uncertainties" on pages 19 to 20.
The directors note, in particular, that the Group:
- has a liquid amount of unrestricted cash and bank balances;
- does not have any borrowings;
- does not have any commitments other than certain leases with modest
lease liabilities; and
- has low operating expenses with a small but stable team under stringent
cost control.
Accordingly, the directors are confident that the Company will be able to
continue in operation and meet its liabilities as they fall due over the
assessment period.
DIRECTORS' REPORT (CONTINUED)
GOING CONCERN
After making careful enquiries, the directors have formed a judgement, at the
time of approving the consolidated financial statements of the Company and its
subsidiaries for the year ended 31 December 2025, that there was a reasonable
expectation that the Group would have adequate resources to carry out its
operations for a period of at least twelve months from the date of approving
the consolidated financial statements. For this reason, the directors have
adopted the going concern basis in preparing the consolidated financial
statements.
CORPORATE GOVERNANCE
As a company listed on the Main Market of the London Stock Exchange, its
business is subject to the principles contained in the Code, a copy of which
is available on the website of the Financial Reporting Council of the United
Kingdom. The Board confirms that, throughout the accounting period from 1
January to 31 December 2025, the Group complied with the relevant provisions
of the Code, apart from certain exceptions set out and explained below.
The Board, comprising a non-executive chairman, three non-executive directors
and two executive directors, is committed to maintaining a high standard of
corporate governance. All non-executive directors are considered by the Board
to be independent of management and free from any business or other
relationship which could materially interfere with the exercise of their
independent judgement. All directors are able to take independent professional
advice in furtherance of their duties, if necessary.
The Board is responsible for establishing strategic directions and setting
objectives for the Company and making significant investment decisions and
monitoring the performance of the Group. The management is responsible for the
day to day running of the Group's operations.
The Board recognises the importance of a healthy corporate culture and its
impact on the performance and reputation of the Group. As a small organisation
with a stable workforce, the Group has identified and implemented a number of
measures, including the monitoring and review of cultural metrics and
workplace behaviours as well as the gathering and collection of employee
engagement feedback. The Board from time to time discusses the outcomes of
these measures to ensure that the Group's corporate culture is aligned with
its core values and objectives.
The Board also recognises the importance of the contribution of the workforce
of the Group. In this connection, an incentive programme, including the Bonus
Scheme, details of which are set out on page 15, and the Option Scheme,
details of which are set out in note 25 to the consolidated financial
statements on pages 68 to 69, has been put in place. In addition, the Group's
approach to incentivising its workforce extends beyond financial rewards.
Embracing the evolving trends of the workplace, the Group offers flexible
working arrangements. This initiative supports work-life balance and has
improved employee satisfaction. Remote work, flexible working hours and
compressed workweeks allow staff members to tailor work schedules to fit their
personal needs.
At the end of the period under review, the Company had not met the gender
diversity targets of having (i) at least 40% of the individuals on the Board
to be women; and (ii) at least one of the senior positions, including the
chair, the chief executive, the senior independent director, or the chief
financial officer, on the Board to be held by a woman. On the other hand,
three members of the Board were Asian/Asian British.
Given the Group's small-scale operations which have yet to achieve a track
record of consistent profitability, the Group has encountered difficulties in
meeting the gender diversity targets as woman candidates with appropriate
experience and qualifications to fill board positions are highly sought-after.
DIRECTORS' REPORT (CONTINUED)
Since the end of the period under review, there have been no changes to the
Board that have affected the Company's ability to meet the gender diversity
targets.
Table for reporting on gender identity or sex
Number of Board members Percentage of the Board Number of senior positions on the Board (CEO, CFO, SID and Chair) Number in executive management Percentage of executive management
Men 6 100 100 2 100
Women 0 0 0 0 0
Not specified / prefer not to say 0 0 0 0 0
Table for reporting on ethnic background
Number of Percentage Number of Number in executive management Percentage
Board members of the Board senior positions on the Board (CEO, CFO, of executive management
SID and Chair)
White British or other 3 50 1 0 0
White (including minority-white groups)
Mixed/Multiple Ethnic Groups 0 0 0 0 0
Asian/Asian British 3 50 0 2 100
Black/African/Caribbean/ 0 0 0 0 0
Black British
Other ethnic group, 0 0 0 0 0
including Arab
Not specified/ prefer 0 0 0 0 0
not to say
Board and executive management diversity data was collected directly from the
directors and the executive management through voluntary self-disclosures of
their gender and ethnicity and was only used for the purposes of preparing the
information required to be disclosed under UKLR6.6.6
(https://www.handbook.fca.org.uk/handbook/LR/9/8.html#D129064) R
(9) and (10) (https://www.handbook.fca.org.uk/handbook/LR/9/8.html#D129065)
of the UKLR.
BOARD MEETING
The Board held four meetings during the year under review and the table below
gives the attendance record.
Director Board Meeting
Alastair Gunn-Forbes 3/4
Henry Ying Chew Cheong 4/4
Ernest Chiu Shun She 4/4
Mark Chung Fong 4/4
Martyn Stuart Wells 2/4
Stephen Lister d'Anyers Willis 4/4
DIRECTORS' REPORT (CONTINUED)
Although the Board notes the requirement for a Nomination Committee (Provision
17 of the Code) to make recommendations to the Board on all new board
appointments and to reassure shareholders of the suitability of a chosen
director, the Board considers that, due to its small size and limited level of
activities, it is not necessary to establish such a committee. The Board as a
whole remains responsible for ensuring that a transparent, formal and rigorous
process would be followed for any future board appointments, which would be
made following a full review of the Board's balance of skills, experience,
independence and knowledge. The Board is satisfied that appropriate succession
planning is in place for appointments to both the Board and senior management.
Again, due to its small size and limited level of activities, the Board has
not appointed a senior independent director and did not consider an annual
self-evaluation to be required during the year under review. The
responsibilities normally rested with a senior independent director have been
reverted to the Board as a whole. These decisions will be re-considered
annually by the Board.
The Board established both an Audit Committee and a Remuneration Committee
upon the re-activation of the Group's business in 2013. Details of these
committees are set out below.
AUDIT COMMITTEE
The Audit Committee held two meetings during the year under review and the
table below gives the attendance record.
Director Audit Committee Meeting
Mark Chung Fong 2/2
Martyn Stuart Wells 2/2
Stephen Lister d'Anyers Willis 2/2
The Audit Committee is chaired by Mr Mark Chung Fong and its other current
members are Messrs Martyn Stuart Wells and Stephen Lister d'Anyers Willis. The
Audit Committee is appointed by the Board and the committee's membership is
comprised wholly of non-executive directors.
The terms of reference of the Audit Committee (copies of which are available
at the Company's registered office and the Company's website) generally
follow, where applicable, those stated in the provisions of the Code.
The Audit Committee meets a minimum of two times a year and may be convened at
other times if required. The responsibilities of the Audit Committee include,
among others, the examination and review of the Group's risk management,
internal financial controls and financial and accounting policies and
practices, as well as overseeing and reviewing the work of the Company's
external auditor, their independence and the fees paid to them.
The Audit Committee has a formal process in place to assess the independence
and effectiveness of the external audit. This process includes an evaluation
of the Company's external auditor's compliance with relevant ethical and
independence guidelines, the robustness of their audit plan and the
thoroughness of their audit report. In assessing independence, the Audit
Committee also considers the tenure of the Company's external auditor and
their lead audit partner. In addition, feedback from the management involved
in the audit is solicited to gauge the effectiveness and impartiality of the
external audit process.
DIRECTORS' REPORT (CONTINUED)
During the year under review, the activities undertaken by the Audit Committee
in discharge of its duties and functions included (i) the review and
recommendation to the Board of the reappointment of BDO Limited as the
Company's external auditor; (ii) the review and recommendation to the Board
for approval of the annual report of the Company and the consolidated
financial statements of the Company and its subsidiaries for the year ended 31
December 2024; and (iii) the review and recommendation to the Board for
approval of the interim report of the Company and the unaudited consolidated
financial statements of the Company and its subsidiaries for the six months
ended 30 June 2025. In recommending the reappointment of BDO Limited, the
Audit Committee has taken into consideration, among others, BDO Limited's
independence, objectivity and terms of engagement.
Subsequent to the year end, the activities that have been undertaken by the
Audit Committee in relation to 2025 included (i) the review and recommendation
to the Board of the annual report of the Company and the consolidated
financial statements of the Company and its subsidiaries for the year ended 31
December 2025; (ii) the monitoring of the effectiveness of the Group's risk
management and internal financial controls; and (iii) the assessment of the
effectiveness of the external audit process through feedback from the
management involved in the audit and through interactions with and
observations and review of the level of audit services provided.
As the scale of the operations of the Group remains relatively insubstantial,
the Board has decided and the Audit Committee concurs that it would not be
necessary or cost-effective to set up an internal audit function. In the
absence of an internal audit function, internal assurance is achieved through
the implementation of systems of internal controls and risk management,
details of which are set out in the section headed "Internal Control, Risk
Management and Financial Reporting" on page 18. These control measures are
designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements. The Audit
Committee also reviews both internal assurance and external audit findings to
ensure a cohesive approach to financial integrity and risk management.
In connection with the review of the consolidated financial statements of the
Company and its subsidiaries for the year ended 31 December 2025, the Audit
Committee has identified and reviewed two issues which it considered
significant and details on these matters are set out in the table below.
Significant Reporting Issue Review and Assessment
Impairment review of the Group's interests in respect of its 50% owned joint The Audit Committee has (i) reviewed the operational and financial performance
venture, Oasis Education - At 31 December 2025, the Group had an equity and the latest development of Oasis Education and its subsidiary; and (ii)
interest of US$49,000 in and an amount of US$257,000 due from Oasis Education. assessed the assumptions underlying the cash flow projection for Oasis
These carrying amounts were significant in the Group's context and their Education and its subsidiary as well as the reliability of such projection by
valuations were subject to judgements, estimation uncertainties and comparing relevant historic budgets with actual results.
assumptions.
Valuation of investments classified as financial assets at fair value through The Audit Committee has reviewed (i) the operational and financial performance
profit or loss ("FVTPL") categorised within level 3 of the fair value and the latest development of the financial assets at FVTPL categorised within
hierarchy - At 31 December 2025, the Group had interests in the ICBC Shipping level 3 of the fair value hierarchy; and (ii) reviewed the
Fund, Animoca, ByteDance and Seyond (held through the the unlisted Class A
Participating Shares of the Hermitage Fund Twelve), all of which were valuation findings prepared by the
accounted for as financial assets at FVTPL categorised within the level 3 of
the fair value hierarchy, totalling US$4,047,000 and carried at fair value. management and discussed with the
These carrying amounts were significant in the Group's context and their
valuations were subject to judgements, estimation uncertainties and management the methodologies, assumptions and input parameters used in
assumptions. relation to such valuation.
DIRECTORS' REPORT (CONTINUED)
BDO Limited was appointed as the external auditor of the Company in February
2015, since when audit services have not been tendered competitively. The
Audit Committee has concluded that a competitive tender of audit services is
not necessary at this time, but acknowledges that circumstances could arise
where a competitive tender for audit services may be desirable. The
performance of BDO Limited as the Company's external auditor will be kept
under annual review, and if satisfactory, BDO Limited will be recommended by
the Audit Committee for reappointment. There are, however, no contractual
obligations that would restrict the Audit Committee's choice of external
auditor for the Company.
As advised by the Audit Committee and concurred with by the Board, the annual
report of the Company and the audited consolidated financial statements for
the year ended 31 December 2025, taken as a whole, is fair, balanced and
understandable and provides the information necessary for shareholders to
assess the Group's position and performance, business model and strategy.
REMUNERATION COMMITTEE
In accordance with Provision 32 of the Code, the Company has set up a
Remuneration Committee. The Remuneration Committee held one meeting during the
year under review and the table below gives the attendance record.
Director Remuneration Committee Meeting
Martyn Stuart Wells 1/1
Alastair Gunn-Forbes 1/1
Mark Chung Fong 1/1
Stephen Lister d'Anyers Willis 1/1
The Remuneration Committee is chaired by Mr Martyn Stuart Wells and its other
current members are Messrs Alastair Gunn-Forbes, Mark Chung Fong and Stephen
Lister d'Anyers Willis. The Remuneration Committee is appointed by the Board
and the committee's membership is comprised wholly of non-executive directors.
The terms of reference of the Remuneration Committee (copies of which are
available at the Company's registered office and the Company's website)
generally follow, where applicable, those stated in the provisions of the
Code. They provide for the Remuneration Committee to meet at least two times a
year. However, as the Group has a very small and stable workforce, the
Remuneration Committee did not consider it meaningful or necessary to hold
more than one meeting during the year under review.
The Remuneration Committee's responsibilities include, among others, the
evaluation of the performance of the executive directors and senior staff, and
the comparison of the Group's remuneration policy with similar organisations
in the market to form the basis for the recommendations to the Board to
determine the remuneration packages, which may include the grant of share
options under the Option Scheme and the grant of bonuses under the Bonus
Scheme, for individual staff and director members.
In accordance with the Main Principle of Provision Q of the Code, no director
has been involved in deciding his own remuneration.
DIRECTORS' REPORT (CONTINUED)
During the year under review, the activities undertaken by the Remuneration
Committee in discharge of its duties and functions included (i) the review of
and recommendation to the Board to retain the Group's existing remuneration
arrangements; and (ii) the recommendation to the Board not to award any bonus
or grant any share options following a review of the financial performance and
position of the Group. In reviewing the Group's existing remuneration
arrangements, the Remuneration Committee noted the policy and structure of the
remuneration for the executive directors encompassing a low level of
director's fee enhanced by the entitlements to participate in the Bonus Scheme
and the Option Scheme which, in the opinion of the Remuneration Committee, was
appropriate given that the Group had yet to achieve consistent profitability.
WORLDSEC EMPLOYEE SHARE OPTION SCHEME 1997
The following table discloses the movements of the outstanding share options
under the Option Scheme during the year under review.
Number of options
Grantee Exercisable period Balance at 1 January 2025 Granted during the year Exercised during Forfeited during the year Lapsed during the year Balance at 31 December 2025 Exercise price per share
the year (US$)
Directors 20 August 2023 to 19 February
2033
350,000 - - - - 350,000 0.034
29 November 2019 to 28 May 2029
1,750,000 - - - - 1,750,000 0.034
1 June 2016 to 30 November 2025
2,500,000 - - - (2,500,000) - 0.122
Employees 29 November 2019 to 28 May 2029
300,000 - - - - 300,000 0.034
1 June 2016 to 30 November 2025
450,000 - - - (450,000) - 0.122
5,350,000 - - - (2,950,000) 2,400,000
Further details relating to the granting of the share options are set out in
note 25 to the consolidated financial statements on pages 68 to 69.
DIRECTORS' REPORT (CONTINUED)
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 of
the Company which are sent to shareholders each year and are available on the
website of the Company. All shareholders are encouraged to attend the Annual
General Meeting at which directors are available for questions. Enquiries are
dealt with in an informative and timely manner. Directors, including
non-executive directors, are also available to meet with major shareholders on
request.
EXTERNAL AUDITOR
The consolidated financial statements of the Company and its subsidiaries for
the year ended 31 December 2025 have been audited by BDO Limited.
A resolution will be submitted to the next Annual General Meeting to reappoint
BDO Limited as the Company's external auditor.
On behalf of the Board
Henry Ying Chew Cheong
Executive Director
27 April 2026
STATEMENT OF DIRECTORS'
RESPONSIBILITIES
The directors are required under the Bermuda Companies Act 1981 to prepare
consolidated financial statements for each financial year. The directors
acknowledge responsibility for the preparation of the consolidated financial
statements for the year ended 31 December 2025, which give a true and fair
view of the financial position of the Group as at the end of that financial
year and of the financial performance of the Group for that year and which
provide the necessary information for shareholders to assess the business
activities and performance of the Group during that year. In preparing these
consolidated financial statements, the directors are required to:
- select suitable accounting policies and then apply them
consistently;
- make judgements and estimates that are reasonable and
prudent;
- state whether the consolidated financial statements have
been prepared in accordance with International Financial Reporting Standards
as adopted by the European Union; and
- prepare the consolidated financial statements on a going
concern basis unless it is inappropriate to presume that the Group will
continue in business.
The directors confirm that the above requirements have been met.
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
controls, for safeguarding the assets of the Group and hence for taking
reasonable steps for the prevention and detection of frauds and other
irregularities.
The directors further confirm that, to the best of their knowledge and
understanding, the chairman's statements on pages 1 to 2 and the directors'
report on pages 3 to 27 include a fair review of the development and
performance of the business and the position of the Compan
(https://www.handbook.fca.org.uk/handbook/glossary/G627.html) y and its
subsidiaries taken as a whole together with a description of the principal
risks and uncertainties that they face.
On behalf of the Board
Henry Ying Chew Cheong
Executive Director
27 April 2026
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF WORLDSEC LIMITED
(incorporated in Bermuda with limited liability)
REPORT ON THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS
OPINION
We have audited the consolidated financial statements of Worldsec Limited (the
"Company") and its subsidiaries (together the "Group") set out on pages 34 to
70, which comprise the consolidated statement of financial position as at 31
December 2025, and the consolidated statement of profit or loss and other
comprehensive income, the consolidated statement of changes in equity and the
consolidated statement of cash flows for the year then ended, and notes to the
consolidated financial statements, including material accounting policy
information.
In our opinion, the consolidated financial statements present fairly, in all
material respects, the consolidated financial position of the Group as at 31
December 2025, and its consolidated financial performance and its consolidated
cash flows for the year then ended in accordance with IFRS Accounting
Standards as issued by the International Accounting Standards Board ("IFRS
Accounting Standards") and adopted by the European Union.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing
("ISAs"). Our responsibilities under those standards are further described in
the "Auditor's Responsibilities for the Audit of the Consolidated Financial
Statements" section of our report. We are independent of the Group in
accordance with the International Ethics Standards Board for Accountants' Code
of Ethics for Professional Accountants (the "IESBA Code"), as applicable to
audits of financial statements of public interest entities. We have also
fulfilled our other ethical responsibilities in accordance with the Code. We
believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were
of most significance in our audit of the consolidated financial statements of
the current period. These matters were addressed in the context of our audit
of the consolidated financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.
impairment ASSESSMENT of interest in a joint venture and amount due from a
joint venture
Refer to note 17 to the consolidated financial statements
The Group owns a 50% interest in a joint venture, Oasis Education Group
Limited ("Oasis Education"), which is accounted for using the equity method
less any impairment loss. The interest in this joint venture amounted to
approximately US$49,000 as at 31 December 2025 and the Group's share of its
losses amounted to approximately US$3,000 for the year then ended.
In addition, the Group has advanced an amount of approximately US$257,000 to
Oasis Education as at 31 December 2025, which is subject to an impairment
assessment by management.
The impairment assessment of investment in, and amount due from, Oasis
Education is considered by us as a key audit matter due to significant
judgement made by management over the assumptions on the future cash flows to
be generated from the operation of Oasis Education.
INDEPENDENT AUDITOR'S REPORT
(CONTINUED)
TO THE MEMBERS OF WORLDSEC LIMITED
(incorporated in Bermuda with limited liability)
Key Audit Matters (Continued)
impairment ASSESSMENT of interest in a joint venture and amount due from a
joint venture (CONTINUED)
Our response:
Our audit procedures in relation to this matter included:
· Obtaining an update of the latest development of Oasis Education's
operation;
· Assessing the financial performance of Oasis Education based on
information provided by management;
· Evaluating management's considerations of the impairment indicators
of the investment in, and the amount due from, Oasis Education;
· Assessing the appropriateness of the management's assumptions
concerning the future cash flows to be generated from the operation of Oasis
Education; and
· Assessing reliability of the joint venture's forecast by comparing
historical budget to actual performance and obtaining explanations from
management on any significant variances identified.
FAIR VALUE MEASUREMENT OF INVESTMENTS classified as financial assets at fair
value through profit or loss ("FVTPL") CATEGORISED WITHIN LEVEL 3 OF THE FAIR
VALUE HIERARCHY
Refer to notes 5(c)(iii) and 18 to the consolidated financial statements
As at 31 December 2025, the Group held a number of financial assets at fair
value through profit or loss, with measurement categorised within the level 3
of the fair value hierarchy, totalling approximately US$4,047,000.
The fair value determination of these financial assets at the end of the
reporting period involves the determination of appropriate valuation models as
well as the selection of inputs and assumptions made by management. Different
valuation models, as well as inputs and assumptions applied may lead to a
significant change in the fair value of these financial assets.
We identified fair value determination of these financial assets as a key
audit matter because it involves a high degree of estimation uncertainty and
judgement; and their aggregate carrying value is material to the Group's
consolidated financial statements taken as a whole.
INDEPENDENT AUDITOR'S REPORT
(CONTINUED)
TO THE MEMBERS OF WORLDSEC LIMITED
(incorporated in Bermuda with limited liability)
Key Audit Matters (Continued)
FAIR VALUE MEASUREMENT OF INVESTMENTS classified as financial assets at fair
value through profit or loss CATEGORISED WITHIN LEVEL 3 OF THE FAIR VALUE
HIERARCHY (CONTINUED)
Our response:
Our audit procedures in relation to this matter included:
· Assessing the appropriateness of valuation methodologies applied on
the fair value determination of these financial assets;
· Evaluating the reasonableness and relevance of key inputs and
assumptions used in the fair value determination; and
· Involving an auditor's expert to assist our assessment on the
appropriateness of the valuation methodologies and reasonableness of key
inputs and assumptions used in the fair value determination.
Other information in the annual report
The directors are responsible for the other information. The other information
comprises the information included in the Company's annual report, but does
not include the consolidated financial statements and our auditor's report
therein.
Our opinion on the consolidated financial statements does not cover the other
information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our
responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the consolidated
financial statements or our knowledge obtained in the audit or otherwise
appears to be materially misstated. If, based on the work we have performed,
we conclude that there is a material misstatement of this other information,
we are required to report that fact. We have nothing to report in this regard.
Directors' responsibilitIES for the consolidated financial statements
The directors are responsible for the preparation and fair presentation of
these consolidated financial statements in accordance with IFRS Accounting
Standards as adopted by the European Union, and for such internal control as
the directors determine is necessary to enable the preparation of consolidated
financial statements that are free from material misstatement, whether due to
fraud or error.
In preparing the consolidated financial statements, the directors are
responsible for assessing the Group's ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to
liquidate the Group or to cease operations, or have no realistic alternative
but to do so.
The directors are also responsible for overseeing the Group's financial
reporting process. The audit committee of the Company (the "Audit Committee")
assists the directors in discharging their responsibility in this regard.
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF WORLDSEC LIMITED
(incorporated in Bermuda with limited liability)
Auditor's responsibilitIES for the audit of the consolidated financial
statements
Our objectives are to obtain reasonable assurance about whether the
consolidated financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor's report
that includes our opinion. This report is made solely to you, as a body, in
accordance with Section 90 of the Bermuda Companies Act 1981, and for no other
purpose. We do not assume responsibility towards or accept liability to any
other person for the contents of this report.
Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these consolidated financial statements.
As part of an audit in accordance with ISAs, we exercise professional
judgement and maintain professional skepticism throughout the audit. We also:
· identify and assess the risks of material misstatement of the
consolidated financial statements, whether due to fraud or error, design and
perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The
risk of not detecting a material misstatement resulting from fraud is higher
than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal
control.
· obtain an understanding of internal control relevant to the audit
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
Group's internal control.
· evaluate the appropriateness of accounting policies used and the
reasonableness of accounting estimates and related disclosures made by the
directors.
· conclude on the appropriateness of the directors' use of the going
concern basis of accounting and, based on the audit evidence obtained, whether
a material uncertainty exists related to events or conditions that may cast
significant doubt on the Group's ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to draw attention
in our auditor's report to the related disclosures in the consolidated
financial statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the
date of our auditor's report. However, future events or conditions may cause
the Group to cease to continue as a going concern.
· evaluate the overall presentation, structure and content of the
consolidated financial statements, including the disclosures, and whether the
consolidated financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
· plan and perform the group audit to obtain sufficient appropriate
audit evidence regarding the financial information of the entities or business
units within the group as a basis for forming an opinion on the group
financial statements. We are responsible for the direction, supervision and
review of the work performed for the purposes of the group audit. We remain
solely responsible for our audit opinion.
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF WORLDSEC LIMITED
(incorporated in Bermuda with limited liability)
Auditor's responsibilitIES for the audit of the consolidated financial
statements (CONTINUED)
We communicate with the Audit Committee regarding, among other matters, the
planned scope and timing of the audit and significant audit findings,
including any significant deficiencies in internal control that we identify
during our audit.
We also provide the Audit Committee with a statement that we have complied
with relevant ethical requirements regarding independence, and to communicate
with them all relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, actions taken to eliminate
threats or safeguards applied.
From the matters communicated with the directors, we determine those matters
that were of most significance in the audit of the consolidated financial
statements of the current period and are therefore the key audit matters. We
describe these matters in our auditor's report unless law or regulation
precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
REPORT ON OTHER REGULATORY REQUIREMENTS
Under the UK Listing Rules of the Financial Conduct Authority in the United
Kingdom (the "Listing Rules"), we are required to review the part of the
Corporate Governance Statement relating to the Company's compliance with the
provisions of the UK Corporate Governance Code specified for our review in
accordance with UKLR6.6.20R(2). We have nothing to report arising from our
review.
BDO Limited
Certified Public Accountants
CHAU, Ho Kit
Practising Certificate Number P08363
Hong Kong, 27 April 2026
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER
2025
Year ended 31 December
Notes 2025 2024
US$'000 US$'000
Revenue 7 724 118
Other income, gains and losses, net 9 88 430
Staff costs 10 (285) (279)
Other expenses (307) (310)
Finance costs 11 (2) (5)
Share of losses of a joint venture 17 (3) (9)
Profit/(loss) before income tax expense 12 215 (55)
Income tax expense 13 - -
Profit/(loss) for the year 215 (55)
Other comprehensive income, net of income tax
Items that may be reclassified subsequently to
profit or loss:
Share of other comprehensive income of a
joint venture 17 9 (9)
Other comprehensive income for the year,
net of income tax 9 (9)
Total comprehensive income for the year 224 (64)
Profit/(loss) for the year attributable to:
Owners of the Company 215 (55)
Total comprehensive income for the year
attributable to:
Owners of the Company 224 (64)
Earnings/(loss) per share - basic and diluted 14 US 0.25 cent (US 0.06) cent
The accompanying notes form an integral part of these consolidated financial
statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
Notes 2025 2024
US$'000 US$'000
Non-current assets
Property, plant and equipment 16 - -
Interest in a joint venture 17 49 43
Financial assets at fair value through profit or loss
18 3,297 4,095
Right-of-use assets 19 84 48
3,430 4,186
Current assets
Other receivables 155 116
Deposits and prepayments 23 31
Financial assets at fair value through profit or loss
18 1,130 355
Amount due from a joint venture 17 257 257
Cash and cash equivalents 21 923 701
2,488 1,460
Current liabilities
Other payables and accruals 22 162 157
Lease liabilities 19 65 55
227 212
Net current assets 2,261 1,248
Non-current liability
Lease liabilities 19 33 -
Net assets 5,658 5,434
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2025
Notes 2025 2024
US$'000 US$'000
Capital and reserves
Share capital 23 85 85
Reserves 24 5,573 5,349
Total equity 5,658 5,434
The consolidated financial statements on pages 34 to 70 were approved and
authorised for issue by the Board of Directors on 27 April 2026 and signed on
its behalf by:
Alastair Gunn-Forbes Henry Ying Chew Cheong
Director Director
The accompanying notes form an integral part of these consolidated financial
statements.
CONSOLIDATED STATEMENT OF changes in equity
FOR THE YEAR ENDED 31 DECEMBER
2025
Equity attributable to owners of the Company
Foreign
Contri- Share currency
Share Share buted option translation Special Accumulated
capital premium surplus reserve reserve reserve losses Total
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
(note 23) (note 24) (note 24) (note 24) (note 24) (note 24) (note 24)
Balance at 1 January 2024 85 7,524 9,646 254 (40) 625 (12,596) 5,498
Loss for the year - - - - - - (55) (55)
Other comprehensive income for the year
Share of other comprehensive income of a joint venture (note 17) - - - - (9) - - (9)
Total comprehensive - - - - (9) - (55) (64)
income for the year
Balance as at 31 December 2024 and 1 January 2025 85 7,524 9,646 254 (49) 625 (12,651) 5,434
Profit for the year - - - - - - 215 215
Other comprehensive income for the year
Share of other comprehensive income of a joint venture (note 17)
- - 9
- - 9 - -
- - - - 9 - 215 224
Total comprehensive
income for the year
Lapse of share option (note 25) - - - (206) - - 206 -
Balance at 31 December 2025 85 9,646 625 (12,230) 5,658
7,524 48 (40)
The accompanying notes form an integral part of these consolidated financial
statements.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER
2025
Year ended 31 December
Notes 2025 2024
US$'000 US$'000
Cash flows from operating activities
Profit/(loss)before income tax expense 215 (55)
Adjustments for:
Bank interest income 9 (6) (28)
Depreciation of right-of-use assets 12 61 65
Interest on lease liabilities 11 2 5
Share of losses of a joint venture 17 3 9
Net realised and unrealised gains on financial assets at fair value through
profit or loss
9 (84) (391)
Operating profit/(loss) before working capital changes 191 (395)
Decrease/(increase) in deposits and prepayments 8 (5)
(Increase)/decrease in other receivables (39) 131
Increase in other payables and accruals 5 -
Net cash generated from/(used in) operating activities
165 (269)
Cash flows from investing activities
Investment in financial assets at fair value through
profit or loss (118) (161)
Proceeds from disposal of financial assets at fair value through profit or
loss
225 56
Bank interest income received 6 28
Net cash generated from/(used in) investing activities 113 (77)
Cash flows from financing activities
Repayment of principal portion of lease liabilities 28 (54) (70)
Repayment of interest portion of lease liabilities 28 (2) (5)
Net cash used in financing activities (56) (75)
Net increase/(decrease) in cash and cash equivalents
222 (421)
Cash and cash equivalents at the beginning of the year
701 1,122
Cash and cash equivalents at the end of the year 923 701
The accompanying notes form an integral part of these consolidated financial
statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER
2025
1. GENERAL INFORMATION
Worldsec Limited (the "Company") is a public listed company
incorporated in Bermuda and its shares are listed on the Main Market of the
London Stock Exchange. The address of the registered office of the Company is
Victoria Place, 5(th) Floor, 31 Victoria Street, Hamilton HM 10, Bermuda. Its
principal place of business is Unit 607, 6th Floor, 308 Central Des Voeux, 308
Des Voeux Road Central, Sheung Wan, Hong Kong.
The principal activity of the Company is investment holding. The principal
activities of the Company's subsidiaries are set out in note 20 to the
consolidated financial statements.
The functional currency of the Company is Hong Kong Dollars
("HK$"). The consolidated financial statements of the Company and its
subsidiaries (collectively referred to as the "Group") are presented in United
States Dollars ("US$" or "USD").
The consolidated financial statements have been prepared in
accordance with all applicable International Financial Reporting Standards
("IFRS"), International Accounting Standards ("IAS") and Interpretations
adopted by the European Union ("EU") (collectively referred to as "IFRS
Accounting Standards").
2. APPLICATION OF NEW AND REVISED IFRS ACCOUNTING STANDARDS
2.1 New and revised IFRS Accounting Standards applied
The following amendments to IFRS Accounting Standards relevant to the Group's
accounting policies have been applied by the Group in the current year.
Amendments to IAS 21 Lack of Exchangeability
The application of the amendments to IFRS Accounting Standards in the current
year has had no material impact on the Group's performance and financial
positions for the current and prior years and/or on the disclosures in the
consolidated financial statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER
2025
2. APPLICATION OF NEW AND REVISED IFRS ACCOUNTING STANDARDS
(CONTINUED)
2.2 New and revised IFRS Accounting Standards in issue but not yet
effective
The Group has not applied the following new and revised IFRS Accounting
Standards, potentially relevant to the Group's financial statements, that have
been issued but are not yet effective. Certain new or revised IFRS Accounting
Standards have yet been endorsed by the EU.
Amendments to IFRS Accounting Standards Annual Improvements to IFRS Accounting
Standards - Volume 11(1)
Amendments to IFRS 9 and IFRS 7 Classification and Measurement of Financial Instruments(1)
Amendments to IFRS 9 and IFRS 7 Contracts Referencing Nature - dependent Electricity(1)
IFRS 18 Presentation and Disclosure Financial Statements(2)
(1) Effective for annual periods beginning on or after 1 January 2026
(2) Effective for annual periods beginning on or after 1 January 2027
The directors are currently assessing the impact that the application of the
new standards and amendments will have on the Group's consolidated financial
statements.
3. MATERIAL ACCOUNTING POLICY INFORMATION
Statement of compliance
The consolidated financial statements of the Group have been prepared in
accordance with all applicable IFRS Accounting Standards.
Basis of preparation
The consolidated financial statements have been prepared under the historical
cost basis except for financial assets at fair value through profit or loss
("FVTPL"), which are measured at fair value as explained in the accounting
policies set out below.
Basis of consolidation
The consolidated financial statements comprise the financial statements of the
Company and its subsidiaries. Inter-company transactions and balances between
group companies together with unrealised profits are eliminated in full in
preparing the consolidated financial statements. Unrealised losses are also
eliminated unless the transaction provides evidence of impairment on the asset
transferred, in which case the loss is recognised in profit or loss.
Subsidiaries
A subsidiary is an investee over which the Company is able to exercise
control. The Company controls an investee if all three of the following
elements are present: (i) power over the investee, (ii) exposure, or rights,
to variable returns from the investee, and (iii) the ability to use its power
to affect those variable returns. Control is reassessed whenever facts and
circumstances indicate that there may be a change in any of these elements of
control.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER
2025
3. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
Joint arrangements
The Group is a party to a joint arrangement where there is a contractual
arrangement that confers joint control over the relevant activities of the
arrangement to the Group and at least one other party. Joint control is
assessed under the same principles as control over subsidiaries.
The Group classifies its interests in joint arrangements as either:
- Joint venture: where the Group has rights to only the net assets of
the joint arrangement; or
- Joint operation: where the Group has both the rights to assets and
obligations for the liabilities of the joint arrangement.
In assessing the classification of interests in joint arrangements, the Group
considers:
- the structure of the joint arrangement;
- the legal form of the joint arrangement structured through a
separate vehicle;
- the contractual terms of the joint arrangement agreement; and
- any other facts and circumstances (including any other contractual
arrangements).
Joint ventures are accounted for using the equity method whereby they are
initially recognised at cost and thereafter, their carrying amounts are
adjusted for the Group's share of the post-acquisition change in the relevant
joint venture's net assets except that losses in excess of the Group's
interest in that joint venture are not recognised unless there is a legal and
constructive obligation to make good those losses.
Profits and losses arising on transactions between the Group and its joint
ventures are recognised only to the extent of unrelated investors' interests
in the joint ventures. The investors' share in a joint venture's profits and
losses resulting from such transactions is eliminated against the carrying
value of the joint venture.
Any premium paid for an investment in a joint venture above the fair value of
the Group's share of the identifiable assets, liabilities and contingent
liabilities acquired is capitalised and included in the carrying amount of the
investment in the joint venture. Where there is objective evidence that the
investment in a joint venture has been impaired, the carrying amount of the
investment is tested for impairment in the same way as other non-financial
assets.
The Group accounts for its interests in joint operations by recognising its
share of assets, liabilities, revenues and expenses in accordance with its
contractually conferred rights and obligations.
Revenue recognition
Dividend income is recognised when the right to
receive payment is established.
Interest income is accrued on a time basis on the
principal outstanding at the applicable interest rate.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
3. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
Leasing
All leases (irrespective of whether they are operating leases or finance
leases) are required to be capitalised in the statement of financial position
as right-of-use assets and lease liabilities, but accounting policy choices
exist for an entity to choose not to capitalise (i) leases which are
short-term leases and/or (ii) leases for which the underlying asset is of
low-value. The Group has elected not to recognise right-of-use assets and
lease liabilities for low-value assets and leases which at the commencement
date have a lease term less than 12 months. The lease payments associated with
those leases are expensed on a straight-line basis over the lease term.
Right-of-use assets
Right-of-use assets are recognised at cost and would comprise: (i) the amount
of the initial measurement of the lease liabilities (see below for the
accounting policy to account for lease liabilities); (ii) any lease payments
made at or before the commencement date, less any lease incentives received;
(iii) any initial direct costs incurred by the lessee; and (iv) an estimate of
the costs to be incurred by the lessee in dismantling and removing the
underlying asset to the condition required by the terms and conditions of the
lease, unless those costs are incurred to produce inventories. The Group
measures the right-of-use assets applying a cost model. Under the cost model,
the Group measures the right-to-use at cost, less any accumulated depreciation
and any impairment losses, and adjusted for any remeasurement of the lease
liabilities.
Lease liabilities
Lease liabilities are recognised at the present value of the lease payments
that are not paid at the date of commencement of the lease. The lease payments
are discounted using the interest rate implicit in the lease, if that rate can
be readily determined. If that rate cannot be readily determined, the Group
uses its incremental borrowing rate.
The following payments for the right-to-use the underlying asset during the
lease term that are not paid at the commencement date of the lease are
considered to be lease payments: (i) fixed payments less any lease incentives
receivable; (ii) variable lease payments that depend on an index or a rate,
initially measured using the index or the rate as at the commencement date;
(iii) amounts expected to be payable by the lessee under residual value
guarantees; (iv) the exercise price of a purchase option if the lessee is
reasonably certain to exercise that option; and (v) payments of penalties for
terminating the lease, if the lease term reflects the lessee exercising an
option to terminate the lease.
Subsequent to the commencement date, the Group measures lease liabilities by:
(i) increasing the carrying amount to reflect interest on the lease liability;
(ii) reducing the carrying amount to reflect the lease payments made; and
(iii) remeasuring the carrying amount to reflect any reassessment or lease
modifications, e.g., a change in future lease payments arising from a change
in an index or a rate, a change in the lease term, a change in the in
substance fixed lease payments or a change in assessment to purchase the
underlying asset.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
3. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
Foreign currencies
Transactions entered into by the group entities in currencies other than the
currency of the primary economic environment in which they operate are
recorded at the rates ruling when the transactions occur. Foreign currency
monetary assets and liabilities are translated at the rates ruling at the end
of the reporting period. Non-monetary items that are measured in terms of
historical cost in a foreign currency are not retranslated.
Exchange differences arising on the settlement of monetary items, and on the
translation of monetary items, are recognised in profit or loss in the period
in which they arise.
On consolidation, income and expense items of foreign operations are
translated into the presentation currency of the Group (i.e. US$) at the
average exchange rates for the year, unless exchange rates fluctuate
significantly during the period, in which case the rates approximating to
those ruling when the transactions took place are used. All assets and
liabilities of foreign operations are translated at the rate ruling at the end
of the reporting period. Exchange differences arising, if any, are recognised
in other comprehensive income and accumulated in equity as foreign currency
translation reserve (attributed to minority interests as appropriate).
Exchange differences recognised in profit or loss of group entities' separate
financial statements on the translation of long-term monetary items forming
part of the Group's net investment in the foreign operation concerned are
reclassified to other comprehensive income and accumulated in equity as
foreign currency translation reserve.
On disposal of a foreign operation, the cumulative exchange differences
recognised in the foreign currency translation reserve relating to that
operation up to the date of disposal are reclassified to profit or loss as
part of the profit or loss on disposal.
Goodwill and fair value adjustments on identifiable assets acquired arising on
an acquisition of a foreign operation on or after 1 January 2005 are treated
as assets and liabilities of that foreign operation and translated at the rate
of exchange prevailing at the end of the reporting period. Exchange
differences arising are recognised in the foreign currency translation
reserve.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
3. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
Share-based payments
The Group operates equity-settled share-based compensation plans and the share
options are awarded to employees and directors providing services to the
Group.
All services received in exchange for the grant of any share-based
compensation are measured at their fair value. These are indirectly determined
by reference to the equity instruments awarded. Their value is appraised at
the grant date and excludes the impact of any non-market vesting conditions.
All share-based compensation is recognised as an expense in profit or loss
over the vesting period if vesting conditions apply, or recognised as an
expense in full at the grant date when the equity instruments granted vest
immediately unless the compensation qualifies for recognition as an asset,
with a corresponding increase in the share option reserve in equity. If
vesting conditions apply, the expense is recognised over the vesting period,
based on the best available estimate of the number of equity instruments
expected to vest. Non-market vesting conditions are included in assumptions
about the number of equity instruments that are expected to vest. Estimates
are subsequently revised, if there is any indication that the number of equity
instruments expected to vest differs from previous estimates.
At the time when the share options are exercised, the amount previously
recognised in share option reserve will be transferred to share premium. After
the vesting date, when the vested share options are forfeited or are still not
exercised at the expiry date, the amount previously recognised in share option
reserve will be transferred to retained profits.
Taxation
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 or loss before income tax expense' as reported in
the consolidated statement of profit or loss and other 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. Current tax is
calculated using tax rates that have been enacted or substantively enacted by
the end of the reporting period.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER
2025
3. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
Taxation (Continued)
Deferred tax
Deferred tax is recognised on temporary differences between the carrying
amounts of assets and liabilities in the consolidated financial statements and
the corresponding tax bases used in the computation of taxable profits.
Deferred tax liabilities are generally recognised for all taxable temporary
differences. Deferred tax assets are generally recognised 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
utilised. Such deferred tax assets and liabilities are not recognised if the
temporary difference arises from initial recognition (other than in a business
combination) of assets and liabilities in a transaction that affects neither
the taxable profit nor the accounting profit. In addition, deferred tax
liabilities are not recognised if the temporary difference arises from the
initial recognition of goodwill.
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
assets 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
realised, 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 amounts of
its assets and liabilities.
Financial instruments
(i) Financial assets
A financial asset (unless it is a trade receivable without a significant
financing component) is initially measured at fair value plus, for an item not
at FVTPL, transaction costs that are directly attributable to its acquisition
or issue. A trade receivable without a significant financing component is
initially measured at the transaction price.
All regular way purchases and sales of financial assets are recognised on the
trade date, i.e. the date that the Group commits to purchase or sell the
asset. Regular way purchases or sales are purchases or sales of financial
assets that require delivery of the asset within the period generally
established by regulation or convention in the marketplace.
Financial assets with embedded derivatives are considered in their entirely
when determining whether their cash flows are solely payment of principal and
interest.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER
2025
3. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
Financial instruments (Continued)
(i) Financial assets (Continued)
Debt instruments
Subsequent measurement of debt instruments depends on the Group's business
model for managing the assets and the cash flow characteristics of the assets.
There are two measurement categories into which the Group classifies its debt
instruments:
Amortised cost: Assets that are held for collection of contractual cash flows
where those cash flows represent solely payments of principal and interest are
measured at amortised cost. Financial assets at amortised cost are
subsequently measured using the effective interest rate method. Interest
income, foreign exchange gains and losses and impairment are recognised in
profit or loss. Any gain on derecognition is recognised in profit or loss.
FVTPL: Financial assets at FVTPL include financial assets held for trading,
financial assets designated upon initial recognition at FVTPL, or financial
assets mandatorily required to be measured at fair value. Financial assets
are classified as held for trading if they are acquired for the purpose of
selling or repurchasing in the near term. Derivatives, including separated
embedded derivatives, are also classified as held for trading unless they are
designated as effective hedging instruments. Financial assets with cash flows
that are not solely payments of principal and interest are classified and
measured at FVTPL, irrespective of the business model. Notwithstanding the
criteria for debt instruments to be classified at amortised cost, as described
above, debt instruments may be designated at FVTPL on initial recognition if
doing so eliminates, or significantly reduces, an accounting mismatch.
Equity instruments
Equity instruments are classified as FVTPL, whereby changes in fair value,
dividends and interest income are recognised in profit or loss.
(ii) Impairment loss on financial assets
The Group recognises loss allowances for expected credit losses ("ECLs") on
financial assets measured at amortised cost. The ECLs are measured on either
of the following bases: (1) 12-month ECLs: these are the ECLs that result from
possible default events within the 12 months after the reporting date; and (2)
lifetime ECLs: these are ECLs that result from all possible default events
over the expected life of a financial instrument. The maximum period
considered when estimating ECLs is the maximum contractual period over which
the Group is exposed to the credit risk.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER
2025
3. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
Financial instruments (Continued)
(ii) Impairment loss on financial assets (Continued)
ECLs are a probability-weighted estimate of credit losses. Credit losses are
measured as the difference between all contractual cash flows that are due to
the Group in accordance with the contract and all the cash flows that the
Group expects to receive. The shortfall is then discounted at an approximation
to the asset's original effective interest rate.
For debt financial assets, the ECLs are based on the 12-month ECLs. However,
when there has been a significant increase in credit risk since origination,
the allowance will be based on the lifetime ECLs.
When determining whether the credit risk of a financial asset has increased
significantly since initial recognition and when estimating ECLs, the Group
considers reasonable and supportable information that is relevant and
available without undue cost or effort. This includes both quantitative and
qualitative information analysis, based on the Group's historical experience
and informed credit assessment and including forward-looking information.
The Group assumes that the credit risk on a financial asset has increased
significantly if it is more than 30 days past due.
Despite the foregoing, the Group assumes that the credit risk on a debt
instrument has not increased significantly since initial recognition if the
debt instrument is determined to have low credit risk at the reporting date. A
debt instrument is determined to have low credit risk if (1) it has a low risk
of default; (2) the borrower has a strong capacity to meet its contractual
cash flow obligations in the near term; and (3) adverse changes in economic
and business conditions in the longer term may, but will not necessarily,
reduce the ability of the borrower to fulfil its contractual cash flow
obligations.
The Group considers a financial asset to be in default when: (1) the borrower
is unlikely to pay its credit obligations to the Group in full, without
recourse by the Group to actions such as realising security (if any is held);
or (2) the financial asset is more than 90 days past due.
A financial asset is credit-impaired when one or more events of default that
have a detrimental impact on the estimated future cash flows of that financial
asset have occurred. Evidence that a financial asset is credit-impaired
includes observable data about the following events:
- significant financial difficulty of the issuer or the borrower;
- a breach of contract, such as a default or past due event;
- the lender(s) of the borrower, for economic or contractual reasons
relating to the borrower's financial difficulty, having granted to the
borrower a concession(s) that the lender(s) would not otherwise consider;
- it is becoming probable that the borrower will enter bankruptcy or
other financial reorganisation; or
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER
2025
3. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
Financial instruments (Continued)
(ii) Impairment loss on financial assets (Continued)
- the disappearance of an active market for that financial asset because
of financial difficulty of the issuer or the borrower.
Interest income on a credit-impaired financial asset is calculated based on
the amortised cost (i.e. the gross carrying amount less loss allowance) of the
financial asset. For non credit-impaired financial assets, interest income is
calculated based on the gross carrying amount.
The gross carrying amount of a financial asset is written off (either
partially or in full) to the extent that there is no realistic prospect of
recovery. This is generally the case when the Group determines that the debtor
does not have assets or sources of income that could generate sufficient cash
flows to repay the amount subject to the write-off.
Subsequent recoveries of an asset that was previously written off are
recognised as a reversal of impairment in profit or loss in the period in
which the recovery occurs.
(iii) Financial liabilities
The Group classifies its financial liabilities, depending on the purpose for
which the liabilities were incurred. Financial liabilities at amortised cost
are initially measured at fair value, net of directly attributable costs
incurred.
Financial liabilities at amortised cost
Financial liabilities at amortised cost including other payables and accruals
and lease liabilities are subsequently measured at amortised cost, using the
effective interest method. The related interest expenses are recognised in
profit or loss.
Gains or losses are recognised in profit or loss when the liabilities are
derecognised as well as through the amortisation process.
(iv) Effective interest method
The effective interest method is a method of calculating the amortised cost of
a financial asset or financial liability and of allocating interest income or
interest expenses over the relevant period. The effective interest rate is
the rate that exactly discounts the estimated future cash receipts or payments
through the expected life of the financial asset or liability, or where
appropriate, a shorter period.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER
2025
3. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
Financial instruments (Continued)
(v) Derecognition
The Group derecognises a financial asset when the contractual rights to the
future cash flows in relation to the financial asset expire or when the
financial asset has been transferred and the transfer meets the criteria for
derecognition in accordance with IFRS 9 Financial Instruments.
Financial liabilities are derecognised when the obligations specified in the
relevant contract are discharged, cancelled or expire.
Impairment of other assets
At the end of each reporting period, the Group reviews the carrying amounts of
the following assets to determine whether there is any indication that those
assets have suffered an impairment loss or an impairment loss previously
recognised no longer exists or may have decreased:
• property, plant and equipment; and
• interest in a joint venture
If the recoverable amount (i.e. the greater of fair value less costs to
disposal and value in use) of an asset is estimated to be less than its
carrying amount, the carrying amount of the asset is reduced to its
recoverable amount. An impairment loss is recognised as an expense
immediately.
Where an impairment loss subsequently reverses, the carrying amount of the
asset is increased to the revised estimate of its recoverable amount, but so
that the increased carrying amount does not exceed the carrying amount that
would have been determined had no impairment loss been recognised for the
asset in prior years.
A reversal of an impairment loss is recognised in profit or loss immediately.
Value in use is based on the estimated future cash flows expected to be
derived from the asset or cash generating unit, discounted to its present
value using a pre-tax discount rate that reflects current market assessments
of the time value of money and the risks specific to the asset or the cash
generating unit.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER
2025
3. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
Related parties
(a) A person or a close member of that person's family is related to
the Group if that person:
(i) has control or joint control over the Group;
(ii) has significant influence over the Group; or
(iii) is a member of key management personnel of the Group or the
Company's parent.
(b) An entity is related to the Group if any of the following conditions
apply:
(i) The entity and the Group are members of the same group (which
means that each parent, subsidiary and fellow subsidiary is related to the
others);
(ii) One entity is an associate or joint venture of the other
entity (or an associate or joint venture of a member of a group of which the
other entity is a member);
(iii) Both entities are joint ventures of the same third party;
(iv) One entity is a joint venture of a third entity and the other
entity is an associate of the third entity;
(v) The entity is a post-employment benefit plan for the benefit of
the employees of the Group or an entity related to the Group;
(vi) The entity is controlled or jointly controlled by a person
identified in (a);
(vii) A person identified in (a)(i) has significant influence over the
entity or is a member of key management personnel of the entity (or of a
parent of the entity); or
(viii) The entity, or any member of a group of which it is a part,
provides key management personnel services to the Group or to the Company's
parent.
Close members of the family of a person are those family members who may be
expected to influence, or be influenced by, that person in his dealings with
the entity and include:
(i) that person's children and spouse or domestic partner;
(ii) children of that person's spouse or domestic partner; and
(iii) dependents of that person or that person's spouse or domestic
partner.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER
2025
4. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION
UNCERTAINTY
In the application of the Group's accounting policies, which are described in
note 3 to the consolidated financial statements, management is required to
make judgements, estimates and assumptions about the carrying amounts of
assets and liabilities that are not readily apparent from other sources. The
estimates and underlying assumptions are based on historical experience and
other factors that are considered to be relevant. Actual results may differ
from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to an accounting estimate are recognised in the period in which the
estimate is revised if the revision affects only that period, or in the period
of the revision and future periods if the revision affects both current and
future periods.
Key sources of estimation uncertainty
The key sources of estimation uncertainty that have a significant risk of
resulting in material adjustments to the carrying amounts of assets and
liabilities within the next financial year are as follows:
(i) Impairment of financial assets (including amount due from a
joint venture)
The loss allowances for financial assets are based on assumptions about risk
of default and expected loss rates. The Group uses its judgement in making
these assumptions and selecting the inputs to the impairment calculation,
based on the Group's past history, existing market conditions as well as
forward looking estimates at the end of each reporting period.
(ii) Impairment of non-financial assets (including interest in a joint
venture)
The Group assesses whether there are any indications of impairment for all
non-financial assets at each reporting date. Non-financial assets are tested
for impairment when there are indications that the carrying amount may not be
recoverable.
(iii) Fair value measurement of investments classified as FVTPL
categorised within level 3 of the Fair Value Hierarchy (as defined in note
5(c))
The fair value of investments that are not traded in an active market is
determined using valuation techniques. The Group uses its judgement to select
a variety of methods and make assumptions that are mainly based on market
conditions existing at the end of each reporting period. Details of the key
assumptions used and the impact of changes to these assumptions are disclosed
in note 5(c) to the consolidated financial statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER
2025
5. FINANCIAL instruments
(a) Categories of financial instruments
2025 2024
US$'000 US$'000
Financial assets
Financial assets at FVTPL 4,427 4,450
Financial assets at amortised cost 1,357 1,097
5,784 5,547
Financial liabilities
Financial liabilities at amortised cost 260 212
(b) Financial risk management objectives
Management monitors and manages the financial risks relating to the operations
of the Group through internal risk reports which analyse exposures by degree
and magnitude of risks. These risks include market risks (including foreign
currency risk, interest rate risk and price risk), credit risk and liquidity
risk. The policies on how the Group mitigates these risks are set out below.
The Group does not enter into or trade derivative financial instruments for
speculative purposes.
Market risks
The Group's activities expose it primarily to the financial risks of changes
in foreign currency exchange rates, interest rates and market price of the
investments.
There has been no change to the Group's exposure to market risks or the manner
in which these risks are managed and measured.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER
2025
5. FINANCIAL instruments (CONTINUED)
(b) Financial risk management objectives (Continued)
Market risks (Continued)
(i) Foreign currency risk
Certain financial assets and financial liabilities of the Group are
denominated in foreign currencies other than the functional currency of the
relevant group entities, which exposes the Group to foreign currency risk. The
Group currently does not have a foreign currency hedging policy. However,
management monitors foreign exchange exposure and will consider hedging
significant foreign currency exposure should the need arise. Under the Linked
Exchange Rate System in Hong Kong, HK$ is currently pegged to the USD within a
narrow range, the directors therefore consider that there is no significant
foreign exchange risk with respect to the USD.
Foreign currency risk arises primarily from volatility in the British Pound
Sterling ("GBP"). The carrying amounts of the Group's foreign currency
denominated monetary assets and monetary liabilities at the end of reporting
period were as follows:
Liabilities Assets
2025 2024 2025 2024
US$'000 US$'000 US$'000 US$'000
GBP 93 86 1 1
The following table details the Group's sensitivity to a 10% (2024: 10%)
increase and decrease in USD against the relevant foreign currency. 10% is the
sensitivity rate used when reporting foreign currency risk internally to key
management personnel and represents management's assessment of the reasonably
possible change in the relevant foreign exchange rate. The sensitivity
analysis includes only outstanding foreign currency denominated monetary items
and adjusts its translation as at year end for a 10% (2024: 10%) change in the
relevant foreign currency rate. A positive number below indicates an increase
in profit or a decrease in loss for the year and a decrease in accumulated
losses had USD strengthened 10% (2024: 10%) against the relevant foreign
currency. For a 10% (2024: 10%) weakening of USD against the relevant foreign
currency, there would have been an equal and opposite impact on profit or loss
for the year and on accumulated losses.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER
2025
5. FINANCIAL instruments (CONTINUED)
(b) Financial risk management objectives (Continued)
Market risks (Continued)
(i) Foreign currency risk (Continued)
2025 2024
US$'000 US$'000
Change in post-tax profit or loss for the year
GBP/USD appreciated by 10% (USD depreciated) (9) (9)
GBP/USD depreciated by 10% (USD appreciated) 9 9
(ii) Interest rate risk
The Group's exposure to changes in interest rates is mainly attributable to
its bank deposits at variable interest rates. Bank deposits at variable rates
expose the Group to cash flow interest rate risk.
The directors consider that the exposure to cash flow interest rate risk was
insignificant. Hence, no sensitivity analysis on the exposure to the Group's
cash flow interest rate risk is presented.
(iii) Price risk
Price risk is the risk that the value of a financial instrument will fluctuate
as a result of changes in market prices (other than those arising from foreign
currency risk), whether caused by factors specific to an individual investment
or its issuer, or factors affecting all instruments.
All of the Group's unlisted investments are held for long term strategic
purposes. Their performance is assessed at least annually against performance
of any similar listed entities, based on the limited information available to
the Group, together with an assessment of their relevance to the Group's long
term strategic plans.
Sensitivity analysis
The sensitivity analysis on price risk includes the Group's financial
instruments, the fair value or future cash flows of which will fluctuate
because of changes in their corresponding equity prices. If the prices of the
Group's equity instruments had been 5% (2024: 5%) higher/lower, profit for the
year would have increased/ decreased by approximately US$19,000 (2024: loss
for the year would have decreased/increased by approximately US$21,000).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER
2025
5. FINANCIAL instruments (CONTINUED)
(b) Financial risk management objectives (Continued)
Credit risk
The Group's maximum exposure to credit risk which could cause a financial loss
to the Group due to the failures to discharge an obligation by the
counterparties arises from the carrying amounts of the respective recognised
financial assets as stated in the consolidated statement of financial
position.
The credit risk on liquid funds is limited because the major counterparties
are banks with high credit ratings assigned by international credit-rating
agencies. As at 31 December 2025, approximately 100% (2024: 100%) of the bank
balances were deposited with a bank with a high credit rating. Other than
concentration of credit risk on liquid funds deposited with that bank, the
Group did not have any other significant concentration of credit risk.
For other receivables, deposits and amount due from a joint venture,
management makes periodic individual assessment on the recoverability based on
historical settlement records, past experience and also available reasonable
and supportive forward-looking information. Management believes that there was
no material credit risk inherent in the Group's outstanding balances of other
receivables, deposits and amount due from a joint venture. None of these
receivables have been subject to a significant increase in credit risk since
initial recognition and the expected credit loss was insignificant based on
the risk of default of those counterparties under 12-month ECLs approach as at
31 December 2025 and 31 December 2024. Thus, no loss allowance was recognised
as at 31 December 2025 and 31 December 2024.
Liquidity risk
Ultimate responsibility for liquidity risk management rests with the Board of
Directors, which has established an appropriate liquidity risk management
framework to meet the Group's short, medium and long-term funding and
liquidity management requirements. The Group manages liquidity risk by
maintaining adequate reserves, by regularly monitoring forecast and actual
cash flows and by matching the maturity profiles of financial assets and
liabilities.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER
2025
5. FINANCIAL instruments (CONTINUED)
(b) Financial risk management objectives (Continued)
Liquidity risk (Continued)
The following table details the Group's remaining contractual maturity for its
non-derivative financial liabilities with agreed repayment periods. The table
has been drawn up based on the undiscounted cash flows of financial
liabilities based on the earliest date on which the Group can be required to
pay.
Total contractual undiscounted cash flows
More than 1 year but less than 5 years
Within 1 year or on demand Carrying amount
US$'000 US$'000 US$'000 US$'000
As at 31 December 2025
Other payables and accruals 162 - 162 162
Lease liabilities 68 34 102 98
230 34 264 260
Total contractual undiscounted cash flows
More than 1 year but less than 5 years
Within 1 year or on demand Carrying amount
US$'000 US$'000 US$'000 US$'000
As at 31 December 2024
Other payables and accruals 157 - 157 157
Lease liabilities 56 - 56 55
213 - 213 212
(c) Fair value of financial instruments
The fair value measurement of the Group's financial and non-financial assets
and liabilities utilises market observable inputs and data as far as possible.
Inputs used in determining fair value measurements are categorised into
different levels based on how observable the inputs used in the valuation
technique utilised are (the "Fair Value Hierarchy"):
Level 1: Quoted prices (unadjusted) in active markets for identical assets or
liabilities;
Level 2: Inputs other than quoted prices included within level 1 that are
observable for the assets or liabilities, either directly (i.e. as prices) or
indirectly (i.e. derived from prices); and
Level 3: Inputs for the assets or liabilities that are not based on observable
market data (unobservable inputs).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER
2025
5. FINANCIAL instruments (CONTINUED)
(c) Fair value of financial instruments (Continued)
(i) Financial instruments not measured at fair value
Financial instruments not measured at fair value include cash and cash
equivalents, other receivables, deposits, amount due from a joint venture and
other payables and accruals.
Due to their short-term nature, the carrying value of cash and cash
equivalents, other receivables, deposits, amount due from a joint venture and
other payables and accruals approximated fair value.
(ii) Financial instruments measured at fair value
Financial assets at FVTPL included in the consolidated financial statements
require measurement at, and disclosure of, fair value.
The fair value of financial instruments with standard terms and conditions and
traded on active liquid markets is determined with reference to quoted market
prices.
The valuation techniques and significant unobservable inputs used in
determining the fair value measurement of level 3 financial instruments as
well as the relationship between key observable inputs and fair value are set
out in note (iii) below.
(iii) Information about level 3 fair value measurement
The fair value of the Group's level 3 investments in the ICBC Specialised Ship
Leasing Investment Fund and VS SPC Limited were estimated with reference to
their net asset value which was a significant unobservable input. The Group
has determined that the reported net asset value represents fair value at the
end of the report period.
The fair value of the Group's level 3 investments in the Homaer Asset
Management Master Fund SPC and the Hermitage Galaxy Fund SPC were estimated
using market approach with the significant inputs being the recent market
transaction prices of the underlying investment of the respective funds. The
Group has determined that the recent market transaction prices represent fair
value at the end of the reporting period.
There were no changes in these valuation techniques during the year ended 31
December 2025.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER
2025
5. FINANCIAL instruments (CONTINUED)
(c) Fair value of financial instruments (Continued)
The following table provides an analysis of the Group's financial instruments
carried at fair value by level of Fair Value Hierarchy:
2025
Level 1 Level 2 Level 3 Total
US$'000 US$'000 US$'000 US$'000
Listed investments 380 - - 380
Unlisted investments - - 4,047 4,047
380 - 4,047 4,427
2024
Level 1 Level 2 Level 3 Total
US$'000 US$'000 US$'000 US$'000
Listed investments 427 - - 427
Unlisted investments - - 4,023 4,023
427 - 4,023 4,450
Reconciliation for level 3 financial assets at FVTPL carried at fair value
based on significant unobservable inputs are as follows:
2025 2024
US$'000 US$'000
At 1 January 4,023 3,734
Disposal - -
Fair value adjustment 24 289
At 31 December 4,047 4,023
Fair value adjustment of financial assets at FVTPL was recognised in the line
item 'other income, gains and losses, net' on the face of the consolidated
statement of profit or loss and other comprehensive income.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER
2025
6. CAPITAL RISK MANAGEMENT
The Group's objective of managing capital is to safeguard its ability to
continue as a going concern in order to provide returns for shareholders and
benefits for other stakeholders and to maintain an optimal capital structure
to reduce cost of capital.
In order to maintain or adjust the capital structure, the Group may return
capital to shareholders, issue new shares or sell assets to reduce debts.
The capital structure of the Group consists only of equity attributable to
owners of the Company, comprising share capital and reserves.
Net debt has been calculated as total liabilities less cash and cash
equivalents.
The gearing ratio at the end of the reporting period was as follows:
Year ended 31 December
2025 2024
US$'000 US$'000
Debt 260 212
Cash and cash equivalents (923) (701)
(663) (489)
Equity attributable to owners of the Company 5,658 5,434
Net debt to equity 0% 0%
7. REVENUE
The Group had no revenue from contracts with customers as defined under IFRS
15 Revenue from Contracts with Customers. An analysis of the Group's revenue
from other sources is as follows:
Year ended 31 December
2025 2024
US$'000 US$'000
Dividend income from financial assets at FVTPL 724 118
8. SEGMENT Information
An operating segment is a component of the Group that is engaged in business
activities from which the Group may earn revenue and incur expenses, and is
identified on the basis of the internal management reporting information that
is provided to and regularly reviewed by the Group's chief operating decision
makers in order to allocate resources and assess performance of the segment.
For the years ended 31 December 2025 and 2024, the executive directors, who
were the chief operating decision makers for the purpose of resource
allocation and assessment of performance, have determined that the Group had
only one single business component/reportable segment as the Group was only
engaged in investment holding. The executive directors allocated resources and
assessed performance on an aggregated basis. Accordingly, no segment
information is presented.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER
2025
8. SEGMENT Information (CONTINUED)
The major operations and the revenue of the Group arise from Hong Kong. The
Board of Directors considers that most of the non-current assets (other than
the financial instruments) of the Group are located in Hong Kong.
9. OTHER INCOME, GAINS AND LOSSES, NET
Year ended 31 December
2025 2024
US$'000 US$'000
Bank interest income 6 28
Net realised and unrealised gains on financial assets at FVTPL
84 391
Foreign exchange (loss)/gain, net (2) 11
88 430
10. STAFF COSTS
The aggregate staff costs (including directors' remuneration)
of the Group were as follows:
Year ended 31 December
2025 2024
US$'000 US$'000
Wages and salaries 278 272
Contributions to pension and provident fund 7 7
285 279
Compensation of key management personnel (included in the above amounts) was
as follows:
Year ended 31 December
2025 2024
US$'000 US$'000
Directors' fees 81 75
11. FINANCE COSTS
Year ended 31 December
2025 2024
US$'000 US$'000
Interest on lease liabilities 2 5
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER
2025
12. PROFIT/(LOSS) BEFORE INCOME TAX EXPENSE
Profit/(Loss) before income tax expense has been arrived at
after charging:
Year ended 31 December
2025 2024
US$'000 US$'000
Auditor's remuneration 54 55
Depreciation of right-of-use assets 61 65
13. INCOME TAX EXPENSE
No provision for income tax has been made as the Group
did not generate any assessable profits that were subject to United Kingdom
Corporation Tax, Hong Kong Profits Tax or taxes in other jurisdictions.
The tax charge for 2025 and 2024 can be reconciled to the profit/(loss) before
income tax expense per the consolidated statement of profit or loss and other
comprehensive income as follows:
Year ended 31 December
2025 2024
US$'000 US$'000
Profit/(Loss) before income tax expense 215 (55)
Tax charge/(credit) calculated at Hong Kong Profits Tax rate of 16.5% (2024:
16.5%)
35 (9)
Tax effect of non-deductible expenses 47 47
Tax effect of non-taxable income (133) (90)
Tax effect of estimated tax losses not recognised 51 52
Tax charge for the year - -
As at 31 December 2025, the Group had estimated tax losses arising in Hong
Kong of approximately US$2,485,000 (2024: US$2,181,000) that can be carried
forward indefinitely under Hong Kong tax law. No deferred tax asset has been
recognised in respect of the unused tax losses due to the unpredictability of
future profit streams. No deferred tax asset has been recognised in relation
to the other deductible temporary differences of approximately US$36,000
(2024: US$38,000) as it is not probable that taxable profits will be available
against which the deductible temporary differences can be utilised. The
deductible temporary differences can be carried forward indefinitely.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER
2025
14. EARNINGS/(LOSS) PER SHARE
The earnings/(loss) and weighted average number of ordinary shares used in the
calculation of basic and diluted earnings/(loss) per share were as follows.
Year ended 31 December
2025 2024
Profit/(Loss) for the year attributable to owners of 215 (55)
the Company (US$'000)
( )
Number of shares ( )
Weighted average number of ordinary shares for the purposes of basic and 85,101,870 85,101,870
diluted earnings/(loss) per share
( )
Earnings/(loss) - basic and diluted US0.25 cent US(0.06) cent
Diluted earnings/(loss) per share was the same as basic earnings/(loss) per
share for the years ended 31 December 2025 and 2024 as there were no potential
dilutive ordinary shares outstanding at the end of both years.
15. DIVIDENDS
No dividend was paid or proposed during the year ended 31 December 2025, nor
has any dividend been proposed since the end of the reporting period (2024:
nil).
16. PROPERTY, PLANT AND EQUIPMENT
Leasehold improvements
US$'000
Cost
At 1 January 2024, 1 January 2025 and 31 December 2025 69
Accumulated depreciation
At 1 January 2024, 1 January 2025 and 31 December 2025 69
Carrying amount
At 31 December 2024 -
At 31 December 2025 -
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
17. INTEREST IN A JOINT VENTURE
2025 2024
US$'000 US$'000
Unlisted investment, at cost 257 257
Accumulated share of post-acquisition losses of the joint venture (168) (165)
Accumulated share of post-acquisition other comprehensive income of the joint
venture
(40) (49)
Share of net assets of the joint venture 49 43
Amount due from the joint venture 257 257
The amount due from the joint venture was unsecured,
interest-free and repayable on demand.
On 12 December 2014, the Group entered into a subscription agreement with an
independent third party and Oasis Education Group Limited ("Oasis Education")
pursuant to which the Group made an investment by way of capital contribution
and shareholder's loan, for a 50% interest in Oasis Education.
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 obligations
for the liabilities of the joint arrangement resting primarily with Oasis
Education. Under IFRS 11 Joint Arrangements, this joint arrangement was
classified as a joint venture and has been included in the consolidated
financial statements using the equity method.
Details of the joint venture were as follows:
Name Country of incorporation and operation Paid-up registered Principal activities
Proportion of ownership interest Capital
Direct Indirect
Oasis Education Group Limited Hong Kong 50% - HK$4,000,000 Investment holding
奧偉詩教育集團有限公司
奧偉詩教育咨詢(深圳)有限公司 The People's - 50% HK$5,000,000 Provision of education consulting and support services to kindergartens in the
PRC
Republic
of China
(the "PRC")
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
17. INTEREST IN A JOINT VENTURE (CONTINUED)
The aggregate amounts related to the joint venture that have been included in
the consolidated financial statements of the Group as extracted from the
financial statements of the joint venture, adjusted to reflect adjustments
made by the Group when applying the equity method of accounting, are set out
below:
2025 2024
Results of the joint venture for the year US$'000 US$'000
Revenue - -
Other income - -
Expenses (7) (17)
Loss for the year (7) (17)
Other comprehensive income for the year 19 (19)
Total comprehensive income for the year 12 (36)
Share of losses of the joint venture for the year (3) (9)
Share of other comprehensive income of the
joint venture for the year 9 (9)
Accumulated share of results of the joint venture (168) (165)
Assets and liabilities of the joint venture at 31 December
2025 2024
US$'000 US$'000
Non-current assets - -
Current assets 697 679
Non-current liabilities - -
Current liabilities (600) (594)
Net assets 97 85
Included in the above amounts were:
Cash and cash equivalents 166 167
Depreciation and amortisation - -
Interest income - -
Interest expenses - -
Current financial liabilities (excluding trade and other payables) 600 594
Percentage of equity interest attributable to the Group 50% 50%
Share of net assets of the joint venture 49 43
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER
2025
18. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
2025 2024
US$'000 US$'000
Financial assets at FVTPL
Listed investments, at fair value 380 427
Unlisted investments, at fair value 4,047 4,023
4,427 4,450
Less: Current portion (1,130) (355)
Non-current portion 3,297 4,095
19. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES
The Group leased an office premise with a lease term of 2 years at a fixed
rate. The weighted average lessee's incremental borrowing rate applied to
lease liabilities recognised in the consolidated statement of financial
position was 5%. The carrying amounts of the Group's right-of-use assets and
lease liabilities were as follows:
Office premises
Right-of-use assets Lease liabilities
US$'000 US$'000
As at 1 January 2024 113 125
Lease payments - (75)
Depreciation charge (65) -
Interest expenses - 5
As at 31 December 2024 and 1 January 2025 48 55
Lease modification 97 97
Lease payments - (56)
Depreciation charge (61) ) -
Interest expenses - 2
As at 31 December 2025 84 98
Future lease payments are due as follows:
Minimum lease Present
As at 31 December 2025 payments Interest value
US$'000 US$'000 US$'000
Not later than one year 68 (3) 65
Later than one year and not later than five years
34 (1) 33
102 (4) 98
Minimum lease Present
As at 31 December 2024 payments Interest value
US$'000 US$'000 US$'000
Not later than one year 56 (1) 55
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER
2025
20. SUBSIDIARIES
Details of the subsidiaries of the Company were as follows:
Name Country of incorporation Principal activities
Proportion of ownership interest Proportion of voting power held
2025 2024 2025 2024
Worldsec Financial Services Limited The British 100% 100% 100% 100% Investment
Virgin holding
Islands
Worldsec Corporate Finance Limited The British 100%* 100%* 100%* 100%* Inactive
Virgin
Islands
Worldsec Investment (Hong Kong) Limited Hong Kong 100%* 100%* 100%* 100%* Investment
holding
Worldsec Investment (China) Limited
The British 100%* 100%* 100%* 100%* Investment
Virgin holding
Islands
* Indirectly held subsidiaries
21. CASH AND CASH EQUIVALENTS
2025 2024
US$'000 US$'000
Bank balances 430 296
Cash balances 1 1
Time deposits with original maturity within three months 492 404
923 701
Bank balances bore interest at the then prevailing market
rates ranging from 0.001% to 0.01% (2024: 0.001% to 0.01%) per annum and had
original maturities of three months or less. Time deposits bore interest
ranging from 3.0% to 3.6% (2024: 3.5%) per annum and had original maturities
within three months.
22. OTHER PAYABLES AND ACCRUALS
2025 2024
US$'000 US$'000
Other payables and accruals 162 157
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
23. SHARE CAPITAL
Number of Total
shares US$'000
Authorised:
Ordinary shares of US$0.001 each
At 1 January 2024, 1 January 2025 and 31 December 2025
60,000,000,000 60,000
Called up, issued and fully paid:
Ordinary shares of US$0.001 each
At 1 January 2024, 1 January 2025 and 31 December 2025
85,101,870 85
24. RESERVES
(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 pursuant to an ordinary
resolution passed on 23 July 2003.
(c) Share option reserve comprises the fair value of the Company's share
options which have been granted but which have yet to be exercised, as further
explained in the accounting policy for share-based payment transactions in
note 3 to the consolidated financial statements. The amount will either be
transferred to the issued capital account and the share premium account when
the related options are exercised, or be transferred to accumulated losses
should the related options expire or be forfeited.
(d) Exchange differences relating to the translation of the net assets of
the Group's foreign operations (including a joint venture) from their
functional currencies to the Group's presentation currency were recognised
directly in other comprehensive income and accumulated in the foreign currency
translation reserve. Such exchange differences accumulated in the foreign
currency translation reserve will be reclassified to profit or loss on the
disposal of the foreign operations.
(e) The special reserve represents the amount arising from the difference
between the nominal value of the issued share capital of each subsidiary and
the nominal value of the issued share capital of the Company along with the
surplus arising in a subsidiary on group reorganisation completed on 26
February 2007.
(f) Accumulated losses represent accumulated net gains and losses
recognised in the profit or loss of the Group.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
25. SHARE-BASED PAYMENTS
The Company operates an equity-settled share-based remuneration scheme for the
employees and directors.
On 1 December 2015, the Company granted to certain eligible persons a total of
2,950,000 share options to subscribe on a one for one basis new ordinary
shares of US$0.001 each in the share capital of the Company under the Worldsec
Employee Share Option Scheme 1997 (the "Option Scheme") which was revised on
24 September 2014. The share options vested six months from the date of grant
and were then exercisable within a period of 9.5 years.
On 29 May 2019, the Company granted to certain eligible persons a total of
2,050,000 share options to subscribe on a one for one basis new ordinary
shares of US$0.001 each in the share capital of the Company under the Option
Scheme. The share options vested six months from the date of grant and were
then exercisable within a period of 9.5 years.
On 20 February 2023, the Company granted 350,000 share options to a director
to subscribe on a one for one basis new ordinary shares of US$0.001 each in
the Company at an exercise price of US$0.034 per share under the Option
Scheme. The share options vested six months from the date of grant and were
then exercisable within a period of 9.5 years.
The following table discloses the movements of the outstanding share options
under the Option Scheme during the years ended 31 December 2025 and 2024.
Number of options
Grantee Exercisable period Balance at Granted during the year Exercised during the Forfeited during the year Lapsed during the year Balance at Exercise price per share
1 January 2025 year 31 December 2025 (US$)
Directors 20 August
2023 to 19 February 2033 350,000 - - - - 350,000 0.034
29 November 2019 to 28 May 2029
1 June 2016 to 30 November 2025 1,750,000 - - - - 1,750,000 0.034
2,500,000 - - - (2,500,000) - 0.122
Employees 29 November - - - 300,000 0.034
2019 to 28
May 2029 300,000 -
1 June 2016 to 30 November 2025 - - (450,000) - 0.122
450,000 -
5,350,000 - - - (2,950,000) 2,400,000
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
25. SHARE-BASED PAYMENTS (CONTINUED)
Number of options
Grantee Exercisable period Balance at Granted during the year Exercised during the Forfeited during the year Lapsed during the year Balance at Exercise price per share
1 January 2024 year 31 December 2024 (US$)
Directors 20 August
2023 to 19 February 2033 350,000 - - - - 350,000 0.034
29 November 2019 to 28 May 2029
1 June 2016 to 30 November 2025 1,750,000 - - - - 1,750,000 0.034
2,500,000 - - - - 2,500,000 0.122
Employees 29 November - - - 300,000 0.034
2019 to 28
May 2029 300,000 -
1 June 2016 to 30 November 2025 - - - 450,000 0.122
450,000 -
5,350,000 - - - - 5,350,000
No share-based payment was charged to the profit or loss account of the Group
during the year ended 31 December 2025 (2024: NIL).
Of the total number of share options outstanding at the end of the year, all
(2024: all) had vested and were exercisable at the end of the year.
No share option was exercised during the years ended 31 December 2025 and
2024.
The weighted average remaining contractual life for the share options
outstanding at the end of the reporting period was 4 years (2024: 2.7 years)
26. RELATED PARTY TRANSACTIONS
Other than the compensation of key management personnel as disclosed below,
the Group did not have any related party transactions during the years ended
31 December 2025 and 2024.
Compensation of key management personnel
Key management personnel were the directors only. The remuneration of
directors is set out in note 10 to the consolidated financial statements.
27. CONTINGENT LIABILITIES
The Group had no material contingent liabilities at 31
December 2025 (2024: nil).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
28. NOTES SUPPORTING STATEMENT OF CASH FLOWS
(a) Cash and cash equivalents comprise:
2025 2024
US$'000 US$'000
Cash available on demand 923 701
(b) Reconciliation of liabilities arising from financing
activities:
Lease liabilities
(note 19)
US$'000
At 1 January 2024 125
Changes from cash flows:
Repayment of principal portion of lease liabilities (70)
Repayment of interest portion of lease liabilities (5)
Total changes from financing cash flows (75)
Other changes:
Interest on lease liabilities 5
At 1 January 2025 55
Changes from cash flows:
Repayment of principal portion of lease liabilities (54)
Repayment of interest portion of lease liabilities (2)
Total changes from financing cash flows (56)
Other changes:
Interest on lease liabilities 2
Lease Modification 97
99
At 31 December 2025 98
INVESTMENT POLICY
The Company will invest in small to medium sized trading companies, being
companies, both start-up/early stage growth and established, with a turnover
typically up to US$20 million, based mainly in the Greater China and South
East Asian region, and thereby create a portfolio of minority investments in
such companies.
The Company's investment objective is to achieve attractive investment returns
through capital appreciation on a medium to long term horizon. The Directors
consider between 2 to 4 years to be medium term and long term to be over 4
years. The Directors intend to build an investment portfolio of small to
medium sized companies based mainly in the Greater China and South East Asian
regions. The Company may also take advantage of opportunities to invest in
companies in other jurisdictions, such as the United Kingdom, which have close
trading links with Greater China and South East Asia. Investments will
normally be in equity or preferred equity but if appropriate convertible loans
or preference shares may be utilised.
The Company has no intention to employ gearing, but reserves the right to gear
the Company to a maximum level of 25 per cent. of the last published net asset
value of the Group should circumstances arise where, in the opinion of the
Directors, the use of debt would be to the advantage of the Company and the
Shareholders as a whole.
The investment portfolio will consist primarily of unlisted companies but the
Directors will also consider investing in undervalued listed companies, if and
when such an opportunity arises. Where suitable opportunities are identified,
investment in companies considering a stock market listing at the pre-initial
public offering stage will be considered.
No more than 20 per cent. of the gross assets of the Group will be invested in
any single investment. The Directors consider that opportunities will arise to
invest in investee companies by the issue of new ordinary shares of the
Company at a discount of no more than 10 per cent. of the mid market price at
the time of agreement of their issue in exchange for new equity, preferred
equity or convertible instrument in the investee company. Target sectors are
financial services, consumer retail distribution, natural resources and
infrastructure but the Company will seek to take advantage of opportunities in
other sectors if these arise.
The Company's portfolio in due course will comprise at least five different
investee companies, thereby reducing the potential impact of poor performance
by any individual investment.
The Company does not intend to take majority interests in any investee
company, save in circumstances where the Company exercises any rights granted
under legal agreements governing its investment. Each investment by the
Company will be made on terms individually negotiated with each investee
company, and the Company will seek to be able to exercise control over the
affairs of any investee company in the event of a default by the investee
company or its management of their respective obligations under the legal
agreements governing each investment. Where appropriate, the Company will seek
representation on the board of companies in which it invests. Where board
representation is secured in an investee company, remuneration for such
appointment will be paid to the benefit of the Company thereby enhancing
returns on the investment. There will be no intention to be involved in the
day to day management of the investee company but the skills and connections
of the board representative will be applied in assisting the development of
the investee company, with the intention of enhancing shareholder value. The
Company will arrange no cross funding between investee companies and neither
will any common treasury function operate for any investee company; each
investee company will operate independently of each other investee company.
Where the Company has cash awaiting investment, it will seek to maximise the
return on such sums through investment in floating rate notes or similar
instruments with banks or other financial institutions with an investment
grade rating or investment in equity securities issued by companies which have
paid dividends for each of the previous three years.
Any material change to the Investment Policy may only be made with the prior
approval of the Shareholders.
BIOGRAPHICAL NOTES OF THE
DIRECTORS
The Board of Directors has ultimate responsibility for the Group's affairs.
Brief biographical notes of the directors are set out below:
Alastair Gunn-Forbes - Non-Executive Chairman - aged 81
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
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 Limited, a recruitment company.
Henry Ying Chew Cheong - Executive Director and Deputy Chairman - aged 78
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 40 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 Holdings
Limited 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 was a member of the Securities and Futures Appeals Tribunal and a
member of the Advisory Committee of the Securities and Futures Commission in
Hong Kong ("SFC") (from 2009-2015). Mr Cheong was previously a member of
Disciplinary Panel A of Hong Kong Institute of Certified Public Accountants
(from 2005-2011). He was a member of the Corporate Advisory Council of the
Hong Kong Securities Institute (from 2002-2009), a member of the Advisory
Committee to the SFC (from 1993-1999), a member of the board of directors 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).
Mr Cheong is an Independent Non-Executive Director of CK Asset Holdings
Limited, CK Infrastructure Holdings Limited, New World Department Store China
Limited, and Skyworth 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. He was previously an Independent
Non-Executive Director of CNNC International Limited, Greenland Hong Kong
Holdings Limited, Hutchison Telecommunications Hong Kong Holdings Limited and
TOM Group Limited, all being listed companies in Hong Kong.
BIOGRAPHICAL NOTES OF THE DIRECTORS
(CONTINUED)
Ernest Chiu Shun She - Executive Director - aged 65
Mr She is an investment banker with extensive experience in the field of
corporate finance. In his executive management roles at various investment
banks and financial institutions, including UOB Asia (Hong Kong) Limited and,
notably, Worldsec Corporate Finance Limited, where he served a long and
dedicated tenure, Mr She has covered a broad and diverse range of financial
advisory and fundraising activities in the Asian regional equity markets.
Since rejoining the Group to assist in the reactivation of its business
operations in 2013, Mr She has been an Executive Director of the Company
working on private equity investments.
Mr She has a deep-rooted and long-standing connection with the Worldsec group
of companies, being one of the co-founding team members at the time when the
entities were established in the early 1990s. For more than a decade that
followed and until the disposal by the Group of certain securities businesses
to UOB Kay Hian Holdings Limited in 2002, Mr She held 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 earned a Master of Science degree
in Management Science specialising in Operational Research from the Imperial
College of Science and Technology. Mr She is a Chartered Financial Analyst and
a fellow of the Hong Kong Securities and Investment Institute.
From 2004 to 2010, Mr She acted as an Independent Non-Executive Director and
as 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.
Mark Chung Fong - Non-Executive Director - aged 74
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 40 years'
experience in the accounting profession. Mr Fong obtained a bachelor's degree
in science from the University College, London in August 1972 and a Master's
degree in science from the University of Surrey in December 1973. He has been
a Fellow of the Institute of Chartered Accountants in England and Wales since
January 1983 and a Fellow of the Hong Kong Institute of Certified Public
Accountants ("HKICPA") since March 1986. He was the President of the HKICPA in
2007. He has been appointed as the Chairman of the Audit Committee of HKICPA
from 2016 to January 2019 and has also served on the Council of the Institute
of Chartered Accountants in England and Wales from 2016 to 2018.
BIOGRAPHICAL NOTES OF THE DIRECTORS
(CONTINUED)
Martyn Stuart Wells - Non-Executive Director - aged 81
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.
Stephen Lister d'Anyers Willis - Non-Executive Director - aged 71
Mr Willis is a financial services professional specialising in Asia and global
investing. He has been involved with Asia for over 35 years firstly with
Standard Chartered Bank and subsequently with the Asian specialist
stockbroker, Vickers da Costa and a number of other investment banking firms.
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