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Worldsec Ld (WSL)

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Friday 30 April, 2010

Worldsec Ld

Annual Financial Report

RNS Number : 1209L
Worldsec Ld
30 April 2010
 



 

 

 

 

 

 

 

WORLDSEC LIMITED

 

 

 

 

 

 

 

Annual Report for the year ended 31 December 2009

 

 

                        

 

 

 

 

 

 

 



CORPORATE INFORMATION

 

 

Board of Directors

 

Non-Executive Chairman

Alastair GUNN-FORBES

 

Executive Director

Henry Ying Chew CHEONG (Deputy Chairman)

 

Non-Executive Directors

Mark Chung FONG

HO Soo Ching

 

Company Secretary

May Yim CHAN

 

Registered Office Address

Canon's Court, 22 Victoria Street, Hamilton HM12, Bermuda

 

Registration Number

EC21466 Bermuda

 

Principal Bankers

The Hongkong and Shanghai Banking Corporation Limited

1 Queen's Road, Central, Hong Kong

 

Auditors

HLB Hodgson Impey Cheng

Chartered Accountants, Certified Public Accountants

31st Floor, Gloucester Tower, The Landmark, 11 Pedder Street, Central, Hong Kong

 

Solicitors

Linklaters

One, Silk Street, London EC2Y 8HQ, England

 

Principal Share Registrar and Transfer Office

Appleby Management (Bermuda) Ltd.   

Argle House, 41A Cedar Avenue, Hamilton HM12, Bermuda

 

International Branch Registrar

Capita Registers (Jersey) Limited

12 Castle Street, St Helier, Jersey, JE2 3RT

 

United Kingdom Transfer Agent

Capita Registrars

The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, England

 

Investor Relations

For further information about Worldsec Limited, please contact:

Henry Ying Chew CHEONG

Executive Director

Worldsec Group

6th Floor, New Henry House, 10 Ice House Street, Central, Hong Kong

 

 

 


 

CONTENTS

 

 

 

 

 

Page

 

 

 

Chairman's statement

 

1

Directors' report

 

2

Statement of directors' responsibilities

 

6

Independent Auditors' report

 

7

Consolidated statement of comprehensive income

 

8

Consolidated statement of recognized income and expense

 

9

Consolidated statement of financial position

 

10

Statement of financial position

 

11

Consolidated statement of cash flows

 

12

Notes to the consolidated financial statements

 

13

Biographical notes on the directors

 

32

 

 

 

 

 

 


CHAIRMAN'S STATEMENT                                                                                                   

 

 

RESULTS

 

The audited consolidated loss for the year was US$300,000 compared with a loss of US$258,000 in previous year. Loss per share was US 2 cents (2008: Loss per share of US 2 cents).

 

 

THE YEAR IN REVIEW

 

For the year ended 31 December 2009, the Group incurred a net loss of US$300,000. This compares to the net loss of US$258,000 for the last year. The increased loss was due to higher legal and professional fee charge during the year which amounted to approximately US$116,000 as compared with US$18,000 the previous year. Of the US$116,000, approximately US$100,000 were payments for advisory services related to the Company reactivation project. Other administrative expenses items had been reduced slightly. At the end of 31 December 2009, Group shareholders' funds stood at US$1.41 million as compared to US$1.71 million at the end of December 2008.

 

 

PROSPECTS

 

During the year, the Board continued to explore opportunity in the financial services and other new suitable business, and in the meantime we have engaged a financial adviser and legal adviser in the U.K. to advise us on the reactivation of the Company. Shareholders will be informed as soon as the Board has evaluated a suitable business proposition.

 

 

 

Alastair GUNN-FORBES

Non-Executive Chairman

27 April 2010

 

 

 

 

 

 

 

 

 

 

 

DIRECTORS' REPORT                                                                                                             

 

 

The directors submit their annual report and the financial statements for the year ended 31 December 2009.

 

 

PRINCIPAL ACTIVITIES

 

The principal activity of Worldsec Limited (the "Company") is investment holding. Prior to the sale of most of its undertakings in the last quarter of 2002, the Group was engaged in agency broking in securities, futures and options dealing and provided corporate finance, financial advisory and nominee services.

 

 

REVIEW AND PROSPECTS

 

The results of the Company and its subsidiaries (the "Group") for the year are set out in the Consolidated Statement of Comprehensive Income on page 8.

 

As stated in the Chairman's statement on page 1, the Board continues to explore opportunities in the financial services and other new suitable business. Shareholders will be informed as soon as the Board has evaluated a suitable business proposition.

 

DIRECTORS

 

The directors during the year and up to the date of this report were:

 

Non-Executive Chairman

Alastair Gunn-Forbes

 

Executive Director

Henry Ying Chew Cheong

 

Non-Executive Directors

Mark Chung Fong

Ho Soo Ching

 

Brief biographical notes on the directors serving at the date of this Report are set out on page 32.

 

Save as disclosed in note 17, none of the directors had during the year or at the end of the year material interest, directly or indirectly, in any contract of significance with the Company or any of its subsidiaries.

 

In accordance with the Bye-Laws of the Company, Mr. Ho Soo Ching will retire by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re-election.

 

 

DIRECTORS' INTERESTS

 

The interests of the individuals who were directors during the year in the issued share capital of the Company, including the interests of persons connected with a director (within the meaning of Section 346 of the United Kingdom Companies Act 1985 (as amended) as if the Company were incorporated in England), the existence of which is known to, or could with reasonable diligence be ascertained by, that director, whether or not held through another party, are as follows:

 



At 1 January 2009

At 31 December 2009



No. of shares

No. of shares





Alastair Gunn-Forbes


15,000

15,000

Henry Ying Chew Cheong


950,000

(Note) 950,000

Mark Chung Fong


Nil

Nil

Ho Soo Ching


Nil

Nil

 

Note:

Henry Ying Chew Cheong owns, in addition to the beneficial interest in 950,000 ordinary shares of US$0.001 each in the Company, 2 ordinary shares of US$1 each in Grand Acumen Holdings Limited ("GAH"), representing 25% of the issued share capital of GAH. GAH beneficially owns 3,225,000 ordinary shares of US$0.001 each in the Company.




In addition, HC Investment Holdings Limited ("HCIH") is wholly owned by Henry Ying Chew Cheong. HCIH beneficially owns 2,751,000 ordinary shares of US$0.001 each in the Company.

                                                                                               

Save as disclosed above, none of the directors named above had an interest, whether beneficial or non-beneficial, in any shares or debentures of any group company at the beginning or at the end of the year. None of the directors named above, or members of their immediate families, held, exercised or were awarded any right to subscribe for any shares or debentures of the group companies during the year.

 

 

DIRECTORS' REMUNERATION

 

The remuneration of the directors of the Company for the year ended 31 December 2009 were as follows:

 


Fees


Emoluments


Total


US$'000


US$'000


US$'000







Alastair Gunn-Forbes

-


-


-

Henry Ying Chew Cheong

-


-


-

Mark Chung Fong

16.5


-


16.5

Ho Soo Ching

16.5


-


16.5








33


-


33

                                                                                

 

                                                                                                     

PROVIDENT FUND AND PENSION CONTRIBUTION FOR DIRECTOR

 

During the year under review, there was no provident fund and pension contribution for the director.

 

 

SERVICE CONTRACTS

 

There are no existing service contracts between any of the directors and the Company or any of its subsidiaries which cannot be determined without payment of compensation (other than any statutory compensation). It is anticipated that service contracts between Company and its executive directors will be proposed together with the proposal to re-active the business activities of the Group.

 

 

MAJOR INTERESTS IN SHARES

 

At 22 April 2010, being the latest practicable date prior to the notice of meeting at which this annual report and financial statements are to be laid before the Company in general meeting, the Company was aware of the following direct or indirect interests (other than directors' interests) representing 3 per cent, or more of the Company's issued share capital:

 

                                   

 

No. of shares


Percentage of
issued share capital





Grand Acumen Holdings Limited

3,225,000


24.10%

HC Investment Holdings Limited

2,751,000


20.60%

First Taisec Securities (Asia) Limited

630,000


4.70%

The Bank of New York (Nominees) Limited

550,000


4.10%

 

 

GOING CONCERN

 

After making enquiries, the directors have considered that it is appropriate to prepare the financial statements on a basis other than that of a going concern as the Group no longer has a trading operation during the year. Details of the basis of preparation are set out in note 3 to the financial statements.

 

 

CORPORATE GOVERNANCE

 

The Company is eligible for exemption from the Financial Services Authority's requirements relating to corporate governance disclosures but the directors have decided to provide certain disclosures which are set out as below.

 

The board, with an independent non-executive chairman and three quarter of its members being non-executive directors, is committed to high standards of corporate governance.  The Company has in the past applied all the principles set out in the Combined Code on Corporate Governance ("the Combined Code").  However, since the Group's withdrawal from its main business, certain aspects of the Combined Code became increasingly not applicable in the form that had been previously been applied. As a result, the responsibilities of the board committees including the remuneration and audit committees reverted to the board.

 

Following the decision in 2003 to liquidate Worldsec International Limited, the Group's main operating company in the past, certain aspects of the Group's established internal control procedures also became inapplicable as these procedures were formerly designed to cater for a trading operation. The board has implemented suitable alternative measures to safeguard the Group's assets. The spirit of corporate governance continues in effect but previous operating procedures have been modified as and when they became inapplicable.

 

 

POLICY ON REMUNERATION

 

As the Group has practically ceased business operations, the previous policy on remuneration for employees and directors which was designed to motivate employees' performance is no longer applicable. A new remuneration policy will be adopted as and when appropriate.

 

The Group's remuneration packages for directors are reviewed from time to time by, and are subject to approval by the board. Details of the directors' remuneration and provident fund and pension fund contributions are set out in this report on page 3.

 

 

WORLDSEC EMPLOYEE SHARE OPTION SCHEME 1997

 

No share options have been granted under the scheme since its adoption in a general meeting on 26 February 1997. No director held any option to subscribe for shares in the Company during the year.

 

 

RELATION WITH SHAREHOLDERS

 

Communication with shareholders is given high priority. Information about the Group's activities is provided in the Annual Report and the Interim Report which are sent to shareholders. There is regular dialogue with institutional investors and enquiries are dealt with in an informative and timely manner. All shareholders are encouraged to attend the Annual General Meeting at which directors are introduced and available for questions.

 

 

AUDITORS

 

The financial statements have been audited by Messrs. HLB Hodgson Impey Cheng. A resolution to re-appoint Messrs. HLB Hodgson Impey Cheng as auditors of the Company will be proposed at the forthcoming Annual General Meeting.

 

 

 

On behalf of the Board

 

 

 

 

Henry Ying Chew Cheong

Executive Director

27 April 2010

 

 

 



STATEMENT OF DIRECTORS' RESPONSIBILITIES                                                        

 

 

The directors are responsible for preparing financial statements for each financial year which give a true and fair view of the state of affairs of the Company and the Group as at the end of the financial year and of the profit or loss of the Group for that period. In preparing those financial statements, the directors are required to:

 

-           select suitable accounting policies and then apply them consistently;

 

-           make judgments and estimate that are reasonable and prudent;

 

-           state whether applicable accounting standards have been followed; and

 

-           prepare the financial statements on a going concern basis unless it is inappropriate to presume that the Group will continue in business.

 

The directors confirm that they have met the above requirements.

 

The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Group. They are also responsible for the Group's system of internal financial control, for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

 

 

On behalf of the Board

 

 

 

 

Henry Ying Chew Cheong

Executive Director

27 April 2010

 

 

 

 

 



INDEPENDENT AUDITORS' REPORT                                                                                  

 

 

TO THE MEMBERS OF WORLDSEC LIMITED

(incorporated in Bermuda with limited liability)

 

We have audited the consolidated financial statements of Worldsec Limited (the "Company") and its subsidiaries (hereafter collectively referred to as the "Group") set out on pages 8 to 31, which comprise the consolidated and company statements of financial position as at 31 December 2009, and the consolidated statement of comprehensive income, the consolidated statement of recognized income and expense and the consolidated statement of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory notes.

 

Directors' responsibility for the consolidated financial statements

 

The directors of the Company are responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board and with the requirements of Section 90 of the Bermuda Companies Act. This responsibility includes designing, implementing and maintaining internal control relevant to the preparation and the true and fair presentation of the consolidated financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

 

Auditors' responsibility

 

Our responsibility is to express an opinion on these consolidated financial statements based on our audit and to report our opinion solely to you, as a body, in accordance with Section 90 of the Bermuda Companies Act, and for no other purpose. We do not assume responsibility towards or accept liability to any other person of the contents of this report. We conducted our audit in accordance with International Standards on Auditing issued by the International Federation of Accountants. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements are free from material misstatement.

 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

Opinion

 

In our opinion, the accompanying consolidated financial statements give a true and fair view of the financial position of the Company and of the Group as at 31 December 2009 and of the Group's loss and cash flows for the year then ended in accordance with International Financial Reporting Standards.

 

Other matters

 

In forming our opinion, which is not qualified, we draw your attention to note 3 to the consolidated financial statements which states that the consolidated financial statements have been prepared on the basis that the Company is no longer a going concern.

 

 

 

 

 

 

HLB Hodgson Impey Cheng



 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2009                                                                     

 

 




Year ended 31 December



Notes

2009


2008




US$'000


US$'000







Interest income


6

-


3

Staff costs


7

(33)


(34)

Other expenses



(267)


(227)







Loss before tax


8

(300)


(258)

Income tax expense


9

-


-  







Loss for the year



(300)


(258)







Loss attributable to :






Owners of the Company



(300)


(258)













Loss per share - basic and diluted


10

(2) cents


 (2) cents

 

 

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

 

 

 

 

 

CONSOLIDATED STATEMENT OF RECOGNIZED INCOME AND EXPENSE

FOR THE YEAR ENDED 31 DECEMBER 2009                                                                     

                                                                                                                          

 


Year ended 31 December


2009


2008


US$'000


US$'000





Net income recognized directly in equity

-


-

Loss for the year

(300)


(258)





Total recognized income and expense for the year

(300)


(258)





 

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

 

 

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AT 31 DECEMBER 2009                                              

 

 



Notes

2009


2008




US$'000


US$'000







Current assets






Cash and bank balances


13

1,687


2,045







Current liabilities






Other payables and accruals


14

(282)


(340)







Net current assets



1,405


1,705







Net assets



1,405


1,705







Capital and reserves






Share capital


15

13


13

Contributed surplus


16

9,646


9,646

Special reserve


16

625


625

Accumulated losses


16

(8,879)


(8,579)







Equity shareholders' funds



1,405


1,705

 

 

 

                                                                                                                                                       

The financial statements on pages 8 to 31 were approved and authorized for issue by the Board of Directors on 27 April 2010 and signed on its behalf by:

 

 

 

 




Alastair Gunn-Forbes

Director


Henry Ying Chew Cheong

Director

 

 

           

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

                                                           



STATEMENT OF FINANCIAL POSITION

AT 31 DECEMBER 2009                                                                                                            

 

 



Notes

2009


2008




US$'000


US$'000







Current assets






Interests in subsidiaries


11

2,171


2,207

Amounts due from subsidiaries


12

154


98

Cash and bank balances


13

1,612


1,925










3,937


4,230

Current liabilities






Other payables and accruals


14

(204)


(197)

Amounts due to subsidiaries


12

(2,328)


(2,328)










(2,532)


(2,525)







Net current assets



1,405


1,705







Net assets



1,405


1,705







Capital and reserves






Share capital


15

13


13

Contribution surplus


16

9,646


9,646

Accumulated losses


16

(8,254)


(7,954)







Equity shareholders' funds



1,405


1,705

 

 

 

 

                                                                                                                                                       

The financial statements on pages 8 to 31 were approved and authorized for issue by the Board of Directors on 27 April 2010 and signed on its behalf by:

 

 

 

 




Alastair Gunn-Forbes

Director


Henry Ying Chew Cheong

Director

 

 

 

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

 

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2009                                        

 

 






Year ended 31 December





Note

2009


2008






US$'000


US$'000

Cash flows from operating activities








Loss for the year




(300)


(258)








Interest income




-


(3)












(300)


(261)








Movements in working capital




(Decrease)/Increase in other payables and accruals


(58)


21





Net cash used in operating activities

(358)


(240)








Cash flows from investing activities







Interest received




-


3






Net cash generated from investing activities


-


3







Net decrease in cash and cash equivalents



(358)


(237)








Cash and cash equivalents as at 1 January




2,045


2,282








Cash and cash equivalents as at 31 December

Cash and bank balances



 

13

 

1,687


 

2,045

                                                                                         

  

 

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

 

 

 

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2009                                        

 

 

1.      GENERAL INFORMATION

 

         The Company is a public listed company incorporated in Bermuda and its shares are listed on the London Stock Exchange.  The addresses of the registered office and principal place of business of the Company are disclosed in the corporate information to the annual report.

 

         The principal activity of the Company is investment holding. The principal activities of the Company's subsidiaries are set out in note 11 to the consolidated financial statement.

 

 

2.      ADOPTION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS

 

In the current year, the Group has adopted all of the new and revised Standards and Interpretations issued by the International Accounting Standards Board (the "IASB") and the International Financial Reporting Interpretations Committee (the "IFRIC") of the IASB that are relevant to its operations and effective for annual reporting periods beginning on 1 January 2009. The adoption of these new and revised Standards and Interpretations has no significant impact on the financial statements of the Group.

 

The impact of the application of the new and revised Standards and Interpretation is discussed below. The impact on basic and diluted earnings per share is discussed in note 10.

 

         Standards affecting presentation and disclosure

 

IAS 1 (as revised in 2007) Presentation of Financial Statements

 

IAS 1(2007) has introduced terminology changes (including revised titles for the financial statements) and changes in the format and content of the financial statements.

 

IFRS 8 Operating Segments

 

IFRS 8 is a disclosure Standard that has resulted in a redesignation of the Group's reportable segments.

 

Improving Disclosures about Financial Instruments (Amendments to IFRS 7 Financial Instruments: Disclosures)

 

The amendments to IFRS 7 expand the disclosures required in respect of fair value measurements and liquidity risk. The Group has elected not to provide comparative information for these expanded disclosures in the current year in accordance with the transitional reliefs offered in these amendments.

 

Amendments to IFRS 5 Non-current Assets Held for Sale and Discontinued Operations (adopted in advance of effective date of 1 January 2010)

 

Disclosures in these financial statements have been modified to reflect the IASB's clarification (as part of Improvements to IFRSs (2009)) that the disclosure requirements in Standards other than IFRS 5 do not generally apply to non-current assets classified as held for sale and discontinued operations.

 

Amendments to IAS 7 Statement of Cash Flows (adopted in advance of effective date of 1 January 2010)

 

The amendments (part of Improvements to IFRSs (2009)) specify that only expenditures that result in a recognized asset in the statement of financial position can be classified as investing activities in the statement of cash flows. Consequently, cash flows in respect of development costs that do not meet the criteria in IAS 38 Intangible Assets for capitalisation as part of an internally generated intangible asset (and, therefore, are recognized in profit or loss as incurred) have been reclassified from investing to operating activities in the statement of cash flows.

 

Standards and Interpretations adopted with no effect on financial statements 

 

The following new and revised Standards and Interpretations have also been adopted in these financial statements. Their adoption has not had any significant impact on the amounts reported in these financial statements but may impact the accounting for future transactions or arrangements.

 

IAS 28 (as revised in 2008) Investments in Associates

 

IAS 28(2008) has been adopted in advance of its effective date (annual periods beginning on or after 1 July 2009). The principle adopted under IAS 27(2008) that a loss of control is recognized as a disposal and re-acquisition of any retained interest at fair value is extended by consequential amendment to IAS 28; therefore, when significant influence is lost, the investor measures any investment retained in the former associate at fair value, with any consequential gain or loss recognized in profit or loss.

 

IAS 28(2008) has been adopted for periods beginning on or after 1 January 2009 and has been applied prospectively in accordance with the relevant transitional provisions.

 

IFRIC 13 Customer Loyalty Programmes

 

The adoption of IFRIC 13 has resulted in a change to the Group's accounting policy for its customer loyalty programme. IFRIC 13 requires that transactions be accounted for as 'multiple element revenue transactions' and that the consideration received in the initial sale transaction be allocated between the sale and the discount entitlements earned by the customer in that sale transaction. The charge in accounting policy has been applied retrospectively, in accordance with the transitional provision of IFRJC13.

 

Amendments to IFRS 1 First-time Adoption of International Financial Reporting Standards  IAS 27 Consolidated and Separate Financial Statements - Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate

 

The amendments deal with the measurement of the cost of investments in subsidiaries, jointly controlled entities and associates when adopting IFRSs for the first time and with the recognition of dividend income from subsidiaries in a parent's separate financial statements.

 

         Amendments to IFRS 2 Share-based Payment - Vesting Conditions and Cancellations

 

The amendments clarify the definition of vesting conditions for the purposes of IFRS 2, introduce the concept of 'non-vesting' conditions, and clarify the accounting treatment for cancellations.

 

         IAS 23 (as revised in 2007) Borrowing Costs

 

 

The principal change to the Standard was to eliminate the option to expense all borrowing costs when incurred. This change has had no impact on these financial statements because it has always been the Group's accounting policy to capitalise borrowing costs incurred on qualifying assets.

 

Amendments to IAS 32 Financial Instruments: Presentation and IAS 1 Presentation of Financial Statements - Puttable Financial Instruments and Obligations Arising on Liquidation

 

The revisions to IAS 32 amend the criteria for debt/equity classification by permitting certain puttable financial instruments and instruments (or components of instruments) that impose on an entity an obligation to deliver to another party a pro-rata share of the net assets of the entity only on liquidation, to be classified as equity, subject to specified criteria being met.

 

 

Standards and Interpretations in issue but not yet effective

 

The Group has not early applied the following new and revised Standards and Interpretations that have been issued but not yet effective.

 

 

IFRS (Amendment)

Improvement to IFRSs issued in 2009 2

IAS 24 (Revised)

Related Party Disclosure 5

IAS 27 (Revised)

Consolidated and Separate Financial Statements 1

IAS 32 (Amendment)

Classification of Right issues 3

IAS 39 (Amendment)

Eligible Hedging Items 1

IFRS 1 (Amendment)

Additional Exemption for First-time Adopters 2

IFRS 2 (Amendments)

Group Cash-settled Share-based Payment Transactions 2

IFRS 3 (Revised)

Business Combinations 1

IFRS 9  and IAS 39 (Amendment)

Financial Instruments - Classification and Measurement 6

IFRIC - Int 17

Distribution of Non-cash Assets to Owners 1

IFRIC - Int 18

Transfer of Assets from Customers 1

IFRIC - Int 19

Extinguishing Financial Liabilities with Equity Instruments 4

 

 

1 Effective for annual periods beginning on or after 1 July 2009.

2 Effective for annual periods beginning on or after 1 January 2010.

3 Effective for annual periods beginning on or after 1 February 2010.

4 Effective for annual periods beginning on or after 1 July 2010.

5 Effective for annual periods beginning on or after 1 January 2011.

6 Effective for annual periods beginning on or after 1 January 2013.

 

 

The directors anticipate that the application of these Standards, Amendments and Interpretations in the future periods will have no material financial impact on the financial statements of the Group.

 

 

 

3.      SIGNIFICANT ACCOUNTING POLICIES

 

Basis of preparation

 

               The financial statements have been prepared on a basis other than that of a going concern which includes, where appropriate, writing down the Company's assets to net realisable values. Provision has also been made for any onerous contractual commitments at the balance sheet date.  The financial statements do not include any provision for the future costs of terminating the business of the Company except to the extent that such costs were committed at the balance sheet date.  Accordingly, all assets are classified as current assets.

 

               The financial statements have been prepared in accordance with International Financial Reporting Standards.  The Group's principal accounting policies are described below.

 

         Basis of consolidation

 

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries). Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

 

The results of subsidiaries acquired or disposed of during the year are included in the consolidated statement of comprehensive income from the effective date of acquisition or up to the effective date of disposal, as appropriate.

 

Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by other members of the Group. All intra-group transactions, balances, income and expenses are eliminated in full on consolidation. Investments in subsidiaries are stated at cost less impairment losses in the Company's balance sheet.

 

Revenue recognition

 

               Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for estimated customer returns, rebates and other similar allowances.

 

               Interest revenue is recognized when it is probable that the economic benefits will flow to the Group and the amount of revenue can be measured reliably. Interest revenue is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.

 

         Leasing

 

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

 

Foreign currencies

 

The individual financial statements of each group entity are presented in the currency of the primary economic environment in which the entity operates (its functional currency). For the purpose of the consolidated financial statements, the results and financial position of each entity are expressed in United States Dollars ("USD"), which is the functional currency of the Company and the presentation currency for the consolidated financial statements.

 

In preparing the financial statements of the individual entities, transactions in currencies other than the entity's functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

 

Exchange differences are recognized in profit or loss in the period in which they arise except for:

 

- exchange differences on foreign currency borrowings relating to assets under construction for future productive use, which are included in the cost of those assets when they are regarded as an adjustment to interest costs on those foreign currency borrowings;

 

- exchange differences on transactions entered into in order to hedge certain foreign currency risks; and

 

- exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither planned nor likely to occur (therefore forming part of the net investment in the foreign operation), which are recognized initially in other comprehensive income and reclassified from equity to profit or loss on disposal or partial disposal of the net investment.

 

For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group's foreign operations are expressed in Currency Units using exchange rates prevailing at the end of the reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognized in other comprehensive income and accumulated in equity (attributed to non-controlling interests as appropriate).

 

Financial assets

 

All financial assets are recognized and derecognized on trade date where the purchase or sale of a financial asset is under a contract whose terms require delivery of the financial asset within the timeframe established by the market concerned, and are initially measured at fair value, plus transaction costs, except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value.

 

Financial assets are classified into the following specified categories: financial assets 'at fair value through profit or loss' (FVTPL), 'held-to-maturity' investments, 'available-for-sale' (AFS) financial assets and 'loans and receivables'. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition.

 

Effective interest method

 

The effective interest method is a method of calculating the amortized cost of a debt instrument and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees on points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the debt instrument, or, where appropriate, a shorter period to the net carrying amount on initial recognition.

 

Income is recognized on an effective interest basis for debt instruments other than those financial assets classified as at FVTPL.

 

Loans and receivables

 

Trade receivables, loans, and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as 'loans and receivables'. Loans and receivables are measured at amortized cost using the effective interest method, less any impairment. Interest income is recognized by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial.

 

Impairment of financial assets

 

Financial assets, other than those at FVTPL, are assessed for indicators of impairment at the end of each reporting period. Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.

 

For listed and unlisted equity investments classified as AFS, a significant or prolonged decline in the fair value of the security below its cost is considered to be objective evidence of impairment.

 

For all other financial assets, including redeemable notes classified as AFS and finance lease receivables, objective evidence of impairment could include:

 

-       significant financial difficulty of the issuer or counterparty; or

 

-       default or delinquency in interest or principal payments; or

 

-      it becoming probable that the borrower will enter bankruptcy or financial re-organisation.

 

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognized in profit or loss.

 

Derecognition of financial assets

 

The Group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognizes its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognize the financial asset and also recognizes a collateralised borrowing for the proceeds received.

 

Financial liabilities

 

Financial liabilities are classified as either financial liabilities 'at FVTPL' or 'other financial liabilities'.

 

Other financial liabilities

 

Other financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs.

 

Other financial liabilities are subsequently measured at amortized cost using the effective interest method, with interest expense recognized on an effective yield basis.

 

The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period to the net carrying amount on initial recognition.

 

Derecognition of financial liabilities

 

The Group derecognizes financial liabilities when, and only when, the Group's obligations are discharged, cancelled or they expire.

 

Cash and bank balances

 

Cash and bank balances comprise cash at bank and on hand, demand deposits with banks and other short-term highly liquid investments that are directly convertible to a known amount of cash and are insignificant risk of change in value.

 

Trade and other receivables

 

Trade and other receivables are initially recognized at fair value and thereafter stated at amortized cost using the effective interest rate method, less impairment losses for bad and doubtful debts.

 

The impairment losses recognized is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows discounted at the effective interest rate computed at initial recognition. 

 

Other payables

 

Other payables are initially measured at fair value and subsequently measured at the present value of the estimated future cash outflows.

 

Impairment of investment in a subsidiary

 

Assets that have an indefinite useful life or are not yet available for use are not subject to amortization and are tested annually for impairment. Assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date.

 

Income tax

 

         Income tax expense represents the sum of the tax currently payable and deferred tax.

 

         Current tax

 

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the consolidated statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

 

Deferred tax

 

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized. Such deferred tax assets and liabilities are not recognized if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

 

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

 

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

 

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

 

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

 

Provisions

 

Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

 

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

 

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

 

 

 

4.      FINANCIAL RISK MANAGEMENT

        

The Group's activities expose it to a variety of financial risks: foreign exchange risk, liquidity risk, cash flow and fair value interest rate risk, and fair value estimation. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance.

 

Foreign currency risk

 

Certain financial assets and financial liabilities of the Group are denominated in foreign currencies.  It did not have material transactions in foreign currency, nor did it enter into any foreign exchange forward contracts.

 

The carrying amounts of the Group's foreign currency denominated financial assets and financial liabilities at the reporting date are as follows:

 



  Liabilities


  Assets



2009


2008


2009


2008



US$'000


US$'000


US$'000


US$'000










HKD


113


113


99


158

Others


32

 

93


45

 

84

 

 

At 31 December 2009, if US dollar had weakened/strengthened by 1% against the HK dollar with all other variables held constant, post-tax profit for the year would have been US$134 (2008: US$455) higher/lower, mainly as a result of foreign exchange gains/losses on translation of HK Dollar-denominated bank balances and other payables and accruals. Profit is less sensitive to movement in US dollar/HK dollar exchange rates in 2009 than 2008 because of the decreased amount of US dollar denominated bankbalances and other payables and accruals.

 

In virtue of the exposure on other foreign currency risk being minimal, the respective quantitative disclosures have not been prepared.

 

 

Liquidity risk

 

The table below analyses the Group's financial liabilities that will be settled on a net basis into relevant maturity groupings based on the remaining period at the consolidated statement of financial position to the contractual maturity date. The amounts disclosed in the table are the contractual undisclosed cash flows. Balances due within 12 months equal their carrying balances, as the impact of discounting is not significant.

 

                                                                                         


Less than


Over


1 year


1 year


US$'000


US$'000

At 31 December 2009




Other payables and accruals

282


-





At 31 December 2008




Other payables and accruals

340


-

 

 

 

Cash flow interest rate risk

 

At 31 December 2009, the Company's cash flow interest rate risk arises mainly from bank deposits, which is primarily short-term in nature. 

 

At 31 December 2009, if interest rates on US dollar-denominated bank deposits had been 100 basis points higher/lower with all other variables held constant, post-tax profit for the year would have been nil (2008: US$30) lower/higher, mainly as a result of higher/lower interest income on bank deposits.

 

Fair value estimation

 

The carrying values less impairment provision of trade receivables and payables are a reasonable approximation of their fair values. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments.

 

Capital risk management

 

The Group monitors capital on the basis of the debt-to-adjusted capital ratio.  This ratio is calculated as net debt divided by adjusted capital. Net debt is calculated as total debt which includes other payables and accruals as disclosed in note 14, less cash and bank balances as disclosed in note 13. Adjusted capital comprises all components of equity which includes share capital, reserves and retained earnings as disclosed in notes 15 and 16 respectively.

 

During 2009, the Group's strategy, which was unchanged from 2008, was to maintain zero debt-to-adjusted capital ratio. The debt-to-adjusted capital ratio as at 31 December 2009 and 2008 was as follows:

 

 



2009


2008



US$'000


US$'000






Total debt


282


340

Less: Cash and bank balances


(1,687)


(2,045)






Net debt


-


-











Total equity and adjusted capital


1,405


1,705











Debt-to-adjusted capital ratio

       

0%

         

0%

                                                              

At 31 December 2009, the Group's principal financial instruments mainly consisted of cash and bank balances, and other payables and accruals.

 

Financial instruments by categories

 

Financial assets





2009


2008


US$'000


US$'000





Loans and receivables (including cash and cash equivalents)

1,687


2,045





Financial liabilities








Other payables and accruals (at amortized cost)

282


340

       

 

                                                                                             

5.      BUSINESS AND GEOGRAPHICAL SEGMENTS

 

No business and geographical segment analysis are presented for the years ended 31 December 2009 and 31 December 2008 as the Group has only maintained a minimum operation during the years.

 

 

 

6.      INTEREST INCOME


Year ended 31 December


2009


2008


US$'000


US$'000

Interest income




   Bank interest receivable

-


3

 

 

 

7.      STAFF COSTS

 

         The aggregate cost of persons employed by the Group was as follow:

 


Year ended 31 December


2009


2008


US$'000


US$'000





Wages and salaries

33


34

Contributions to provident fund

-


-






33


34





Directors' remuneration was as follow:





Year ended 31 December


2009


2008


US$'000


US$'000





Fees

33


34

Other remuneration including




  contributions to pension and provident fund

-


-






33


34






Year ended 31 December


2009


2008


US$'000


US$'000





Salary excluding redundancy payment

-


-

Contributions to provident fund

-


-






-


-

        

 

Disclosures on directors' remuneration, share options, long-term incentive schemes, pension contributions and pension entitlements are detailed under the headings of directors' remuneration, service contracts and provident fund and pension contributions for directors on page 3 and 4 of the Directors' Report.

 

 

 

8.      LOSS BEFORE TAX

 

         Loss before tax has been arrived at after charging/(crediting):


Year ended 31 December


2009


2008


US$'000


US$'000





Auditors' remuneration

21


21

Net exchange loss

-

 

3

        

 

 

9.      INCOME TAX EXPENSE

 

            No provision for taxation has been made as the Group did not generate any assessable profit for UK Corporation Tax, Hong Kong Profits Tax and tax in other jurisdictions.

 

No deferred tax liabilities are recognized in the financial statements as the Group and the Company did not have material temporary difference arising between the tax bases of liabilities and their carrying amounts as at 31 December 2009 (2008: Nil).

 

The taxation for the year can be reconciled to the loss before tax per the consolidated income statement as follows:

 



Year ended 31 December



2009

 

2008



US$'000


US$'000






Loss before tax


300


258






Loss before tax calculated at 16.5% (2008:16.5%)


49


43

Tax effect of estimated tax losses not recognized


(49)


(44)

Tax effect of income not taxable for tax purpose


-


1






Total current tax charge for the year


-


-

 

 

                                                                                                                 

10.    LOSS PER SHARE      

     

Calculation of loss per share was based on the following:   

                          



Year ended 31 December



2009

 

2008






Loss for the year


(US$300,000)


(US$258,000)




 


Weighted average number of shares in issue


13,367,290


13,367,290




 


Loss per share - basic and diluted


(2) cents


(2) cents

 

         No diluted effect in loss per share as no diluting events occurred during either year.

 

 

 

11.    INTERESTS IN SUBSIDIARIES

           

         Details of the Company's subsidiaries at 31 December 2009 are as follows:

 

Name


Country of incorporation and operation


Proportion of ownership interest


Proportion
of voting power held


Principal activities










Worldsec Financial Services Limited


British Virgin Islands


100%


100%


Investment holding

Worldsec Corporate Finance Limited


British Virgin Islands


100%*


100%*


Inactive

Worldsec International NV


Netherlands Antilles


100%*


100%*


Investment holding

Worldsec International (Netherlands) BV


Netherlands


100%*


100%*


Investment holding

Worldsec International (PH) BV


Netherlands


100%*


100%*


Investment holding

 

* Indirectly held subsidiary

 

 

 


2009


2008


US$'000


US$'000

The Company








Unlisted shares, at cost

6,450


6,450

Less: provision for impairment loss

(4,279)


(4,173)





  

2,171


2,207

        

 

 

12.    AMOUNTS DUE FROM / (TO) SUBSIDIARIES

        

The amounts were unsecured, non-interest bearing and have no fixed terms of repayment.

 

 

13.    ANALYSIS OF CASH AND BANK BALANCES

           



The Group


The Company


       

2009


2008


2009


2008



US$'000


US$'000


US$'000


US$'000










Cash and bank balances


1,687


2,045


1,612


1,925

                                                                   

 

         At 31 December 2008, cash and bank balances are at market interest rates with an original maturity of three months or less. The effective interest rate of the bank deposits is 0.14% per annum.

 

 

 

14.    OTHER PAYABLES AND ACCRUALS

 

The amounts were unsecured, non-interest bearing and repayable on demand.

 

 

 

15.    SHARE CAPITAL

 



US$

Authorized:



Ordinary shares of US$0.001 each as at 1 January 2008,

31 December 2008 and 31 December 2009


50,000,000




Called up, issued and fully paid:



Ordinary shares of US$0.001 each as at 1 January 2008,

31 December 2008 and 31 December 2009


13,367

 

 

 

16.    RESERVES

        

         Movements on reserves were as follows:

           


Contributed


Special


Accumulated


Currency translation


surplus


reserve


losses


reserve


US$'000


US$'000


US$'000


US$'000









The Group








Balance as at 1 January 2008

9,646


625


(8,321)


-

Loss for the year

-


-


(258)


-









Balance as at 1 January 2009

9,646


625


(8,579)


-

Loss for the year

-


-


(300)


-









Balance as at 31 December 2009

9,646


625


(8,879)


-

           

 

 






Contributed


Accumulated






surplus


losses






US$'000


US$'000

The Company
















Balance as at 1 January 2008





9,646


(7,696)

Loss for the year





-


(258)









Balance as at 1 January 2009





9,646


(7,954)

Loss for the year





-


(300)









Balance as at 31 December 2009





9,646


(8,254)

 

                                                                                                                                                           

17.    RELATED PARTY TRANSACTIONS

 

Save as those disclosed elsewhere in the financial statements, the contracts to which the Group and the Company was a party and in which a director, Mr. Henry Ying Chew Cheong, had material interests during the year, as disclosable under International Accounting Standard No. 24, is as follow:

 

Name of

Nature of





related party

transaction


2009


2008




US$'000


US$'000

WAG Worldsec Corporate






  Finance Limited

Accounting fee


15


15

 

        

         Key management personnel of the Company are the directors of the Company only.  The remuneration of directors is set out on the consolidated income statement and with additional disclosure in note 7.

 

 

 

18.    CONTINGENT LIABILITIES

 

As at 31 December 2009, the Group and the Company had no material contingent liabilities (2008: Nil).

 

 

 

----------- End of notes -------------

 

 

 



BIOGRAPHICAL NOTES ON THE DIRECTORS                                                                

 

 

The Board has ultimate responsibility for the Group's affairs.

 

Brief biographical notes on the directors of the Company are set out below:

 

Alastair Gunn-Forbes - Non-Executive Chairman - aged 65

 

Mr. Gunn-Forbes has been associated with Asian regional stock markets since 1973 when he was a fund manager at Brown Shipley Ltd.  Subsequently, he was a director of W.I Carr, Sons & Co. (Overseas) Ltd until 1985, since when he has held directorships with other Asian securities firms in the United Kingdom prior to joining the group in 1993.

 

Henry Ying Chew Cheong - Executive Director and Deputy Chairman - aged 62

 

Mr. Cheong holds a Bachelor of Science (Mathematics) degree from Chelsea College, University of London and a Master of Science (Operational Research and Management) degree from Imperial College, University of London. 

 

Mr. Cheong has over 30 years of experience in the securities industry. Mr. Cheong and The Mitsubishi Bank in Japan (now known as The Bank of Tokyo-Mitsubishi UFJ Ltd) founded the Worldsec Group in 1991. In late 2002, Worldsec Group sold certain securities businesses to UOB Kay Hian and following that Mr. Cheong became the Chief Executive Officer of UOB Asia (Hong Kong) Ltd until early 2005. Prior to the formation of the Worldsec Group, Mr. Cheong was a director of James Capel (Far East) Ltd for five years with overall responsibility for Far East Sales. His earlier professional experience includes 11 years with Vickers da Costa Limited in Hong Kong latterly as Managing Director. 

 

Mr. Cheong is an Independent Non-Executive Director of Cheung Kong (Holdings) Limited, Cheung Kong Infrastructure Holdings Limited, CNNC International Limited, Excel Technology International Holdings Limited, New World Department Store China Limited, SPG Land (Holdings) Limited and TOM Group Limited, all being listed companies in Hong Kong.  Mr. Cheong was previously anindependent non-executive director of FPP Japan Fund Inc. (formerly known as FPP Golden Asia Fund Inc. and Jade Asia Pacific Fund Inc.), a company listed in Ireland (resigned on 21 October 2008).

 

Mr. Cheong is , a member of Discipline Committee A of the Hong Kong Institute of Certified Public Accountants and also a member of the Securities and Futures Appeals Tribunal in Hong Kong.  Mr. Cheong was a member of the Corporate Advisory Council of the Hong Kong Securities Institute (from 2002-2009), a member of the Advisory Committee (from 1993-1999) to the Securities and Futures Commission ("SFC"), a member of the board of Director of the Hong Kong Future Exchange Limited (from 1994-2000), a member of GEM Listing Committee and Main Board Listing Committee of Hong Kong Exchange and Clearing Limited ("HKEX") (from May 2002-May 2006), a member of Derivatives Market Consultative Panel of HKEX (from April 2000-May 2006), a member of the Process Review Panel for the SFC (from November 2000-October 2006) and a member of the Committee on Real Estate Investment Trust of the SFC (from September 2003-August 2006).

 

Mark Chung Fong - Non-Executive Director - aged 58

 

Mr. Fong is an Executive director for China development of Grant Thornton International Ltd, a corporation incorporated in England.  He has more than 30 years' experience in the accounting profession.  Mr. Fong holds a Master of Science degree from the University of Surrey.  He is a Fellow of the Institute of Chartered Accountants in England and Wales and a Fellow and aPast President of the Hong Kong Institute of Certified Public Accountants.

 

Ho Soo Ching - Non-Executive Director - aged 60

 

Mr. Ho has been a non-executive director of Worldsec since 1997. He is currently the chief executive officer of Manhattan Resources Limited, a Singapore public company involving in providing logistic services to the coal mining sector in Indonesia. He has been involved in the financial services sector, principally in Singapore, for a number of years prior to joining Manhattan Resources in 2006.


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ACSLIFETSTIIVII

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