if (FinAssetMgt == true) {
execute_with_HCF ();
}
OUR MISSION
We Empower People to Create
Sustainable Wealth
CONTENTS
Prelude
About 8I Holdings Limited
Our Ecosystem
Chairman’s Message
Operating and Financial Review
Board of Directors
Key Management
Corporate Structure
Engaging our Team Members
Playing Our Part For Communities
Corporate Governance Statement
Remuneration Report
Directors’ Statement
Independent Auditors’ Report
Consolidated Statement of Comprehensive Income
Consolidated Statement of Financial Position
Statement of Financial Position - Company
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Financial Statements
Additional Information
1
2
3
4 – 5
6 – 9
10 – 11
12
13
14
15
16 – 28
29 – 31
32 – 33
34 – 39
40
41
42
43 – 44
45 – 46
47 - 90
91 – 92
PRELUDE
In the last few years, we have been focused on
transforming our business and have spared no effort in
building the right platform that converges technology
and our communities with value investing.
Backed by our core engines – FinEduTech and
Financial Asset Management – we believe we are in
an ideal position to bring game-changing benefits to
our stakeholders.
We will continue to innovate and empower our
business ecosystem through a technology-based
platform approach, and by sharing our value investing
knowledge. Together with our prudent financial
strategy, we will continue to power ahead on these
dual tracks of growth.
1
1
ABOUT 8I HOLDINGS LIMITED
8I Holdings Limited (“the Group”)
is an Australian-listed investment
holding company engaged in the
businesses of Financial Education
Technology (“FinEduTech”) and
Financial Asset Management.
Through 8VIC Holdings Limited (“8VI”) the Group operates
under the VI brand within the FinTech and Financial Education
space. With offices in Singapore, Malaysia, Taiwan and
Shanghai, VI is the region’s leading FinEduTech provider
supporting a community of value investors from 29 cities
globally. The VI App is a smart stock analysis and screening
tool infused with a social networking element to enable
users to invest smarter, faster and easier. Through Hidden
Champions Capital Management Pte Ltd (“HCCM”), the
Group operates a registered fund management business
in Singapore, investing in public listed equities in the Asia-
Pacific through a focused strategy of investing in value-
adding, nimble and scalable growing Hidden Champions
that are typically at the forefront of their markets to achieve
long-term investment returns.
2
8I ECOSYSTEM
FINANCIAL ASSET
MANAGEMENT
Powered by research- driven
fundamental stock selection
process and methodology, the fund
management arm of the Group
invests in public listed equities in
Asia- Pacific which are value- adding,
nimble and growing “Hidden
Champions” that are typically
at the forefront of
their markets.
FINANCIAL EDUCATION
TECHNOLOGY
FinEduTech arm of the Group
operating under the brand name VI.
VI makes investments smarter, faster
and easier with results- oriented and
process- driven analysis powered
by technology, and promotes
investor education and
knowledge exchange on
a single platform.
At 8I, we continue to strengthen our business ecosystem on a single
platform – leveraging the power of AI, big data and machine learning
that sharpens our competitive edge, sharing value investing knowledge
and empowering our growing community to make smart investment
decisions by applying the principles of value investing.
3
3
CHAIRMAN’S MESSAGE
4
4
Dear Valued Partners,
FY2020 marked an exciting year
for the Group as we continued our
challenging, yet rewarding, journey
towards recovery.
Throughout the year, we have made significant
progress in our transformation roadmap in order to
maximise the value of our strategic investments while
divesting from our non-core businesses. Our core
business segments, FinEduTech and Financial Asset
Management, have generated encouraging results for
the year, signifying the progress that the Group has
made towards recovery.
In our FinEduTech segment, the evolution of 8VI’s
business is a strong testament to our efforts in the
past year to transform our business model and we
are proud to say that we are starting to see the fruits
of our labour. 8VI has regained both its operational
and financial footing and is well underway towards a
healthy baseline. Despite recording lower revenue
compared to the previous financial year, 8VI has turned
profitable in FY2020 through the tireless efforts of the
entire team.
This year, 8VI announced the launch of its new VI brand,
which marks its strategic shift towards FinEduTech. The
VI brand incorporates the Group’s original financial
technology and financial education businesses –
WealthPark and Value Investing College – and reflects
our strategy to focus on digitalisation, technological
recurring
development and an ecosystem of
community members as the key driver of our business
and growth. We thank you for your continued patience
as we work to further scale the business through
acquisition, retention and technology development
that will bring a stable, recurring revenue stream. The
arduous journey of recovery has not been easy and
the improvements 8VI has achieved for FY2020 would
not be possible if not for the grit and resilience shown
by our team members and management. Despite the
challenging business landscape we are facing, we
envision greater success in years to come for 8VI.
Our Financial Asset Management segment had been
impacted by various macro-economic factors which
resulted in market volatility, including the turbulent
markets in Hong Kong, the escalating trade war
between China and US, as well as the global spread
of COVID-19. However, despite the market headwinds
that the Group faced, the listed securities under Hidden
CHAIRMAN’S MESSAGE (Cont’d)
Champions Fund (“HCF”) registered an unrealised fair
value loss on investment securities of S$3.3 million as
compared to S$8.9 million loss recorded in FY2019,
mainly as a result of the restructuring that HCF went
through to improve on its operative and business
fund performance
efficiencies. Furthermore,
rebounded in April 2020 (after FY2020) following the
market’s performance which resulted in an overall
increase in share prices of several companies.
the
essential items from local businesses to the Migrant
Workers’ Centre in Singapore.
On top of that, the Group also made a donation to
Harith Iskander’s newly initiated charity, The Hope
Branch, where the funds raised will be used to assist
those affected by the COVID-19 pandemic in Malaysia.
In Taiwan, we also seeded messages of support for
frontline medical staff during the pandemic.
In light of the abovementioned, the Group recorded a
revenue of S$11.9 million (FY2019: S$25.3 million) and
narrowed our total comprehensive loss attributable
to owners of the Company by 65.9% to S$3.6 million
from S$10.7 million a year ago.
In line with our business strategy refinement to focus
on our key synergistic business segments to maximise
shareholder value, we have also made the difficult
decision to wind down certain subsidiaries that could
be better served by using technology rather than a
physical presence, while staying vested in synergistic
ones, allowing us to further reduce our costs and
increase productivity.
Operating in a challenging new environment
During the year, the Group also experienced an
unprecedented challenge with the outbreak of the
COVID-19 novel coronavirus, which resulted in massive
business disruptions globally and challenges to the
Group’s business and how we have worked over the
years.
However, with every crisis comes opportunity, and I
am pleased to say that we have adapted well in this
challenging time. With our transformation roadmap
in mind, the COVID-19 outbreak accelerated the
adaptation of digitalisation in our product offerings
and day-to-day operations. As such, we have
converted majority of our offerings to a digital online
platform, while progressively making changes to
incorporate automation in our operational processes
and application of data analytics to achieve the best
business results. We have also moved to digitalise our
daily operations and eliminate the printing of name
cards and annual reports.
Playing our part for communities
Looking ahead to 2021 and beyond
The Group has created a truly unique ecosystem with
our dual engines of growth propelling us forward in the
coming years. The FinEduTech segment will continue
its strong focus in building up the VI Community
by creating compelling customer experiences and
through its efforts in acquisition, retention and
technology development. We will be working towards
retaining our customers as long-term VI Community
members who can tap into our products for lifelong,
repeat learning opportunities, and also seek to
bring the benefits of digital transformation into the
Financial Asset Management business through a
number of technology-focused initiatives, including
digitalising the Asset Management think-tank and its
methodology.
We will also continue our efforts in synergising our
Asset Management and FinEduTech businesses to
create greater value as we remain true to our mission
of empowering people to create sustainable wealth.
While the road to recovery may be long and arduous,
we are not one to shy away from the challenges before
us as we believe in the power of positive change. We
are deeply appreciative of the unwavering efforts of
our team members during these trying times and
also the support extended by our shareholders. We
are confident that we would be able to weather this
adversity and strive to become stronger than before
while continuing to serve our growing community.
As part of our initiative in giving back to the society,
the Group utilised 10% of the revenue we received
from our VI REITs online program in May 2020 for
the purchase and donation of close to 10,000 daily
Ken Chee
Executive Chairman
8I Holdings Limited
5
5
OPERATING AND FINANCIAL REVIEW
FY2020 marks a significant step in
the Group’s journey towards recovery
amidst
the challenging operating
landscape brought about by the US-
China trade tensions and the ongoing
COVID-19 pandemic outbreak.
in restructuring and refining
Throughout the year, the Group has made conscious
efforts
its business
operations by introducing a myriad of initiatives
to infuse elements of digitalisation and the use of
technology. Apart from restructuring the way we
continue to conduct our business, the Group has also
made a significant reduction in our overall expenses
incurred during the year, bringing the Group closer to
our goal of recovery.
Overview
In FY2020, the Group recorded revenue of S$11.9
million as compared to S$25.3 million in FY2019, and
a narrowed net loss after tax for the year standing at
S$4.0 million, as compared to S$11.2 million recorded
in the previous corresponding year.
The decline in revenue and investment income is
attributable to the strategic disposal of the Digital and
Marketing Segment in FY2019 in order for the Group
to focus its resources in expanding the FinEduTech
business in the Asia-Pacific region. This resulted in a
reduction in revenue of S$9.4 million from the Digital
and Marketing Segment but an increase in profit in
the Financial Education Segment in Singapore and
Malaysia of S$2.9 million, mainly brought about by the
Group’s robust operations in Singapore and Malaysia.
The narrowing of our losses in FY2020 was mainly
attributable to the improved performance of the
restructured Hidden Champions Fund, bringing down
the fair value loss on investment securities to S$3.3
million, as compared to S$8.9 million recorded in
FY2019.
Following the Group’s strategy as outlined in last year’s
report, our efforts to optimise and streamline business
processes and costs have seen positive results. While
revenue for our Financial Education segment stands
at S$10.3 million, as compared to the S$12.7 million
recorded in the previous financial year, the Financial
Education segment in Singapore and Malaysia has
returned to profitability with a net profit of S$1.3
million, a turnaround from the net loss of S$1.7 million
in the previous corresponding year.
6
OPERATING AND FINANCIAL REVIEW (Cont’d)
Financial Position
BUSINESS SEGMENT REPORT
Apart from narrowing the net loss in FY2020, the Group
maintained a sound financial position. As of 31 March
2020, the Group improved its cash position with cash
and cash equivalents of S$18.4 million from S$12.4
million last year. We also reversed cash flows from
operating activities, recording net cash inflow provided
by operating activities of S$5.7 million, as compared
to the net cash outflow by operating activities of S$6.3
million last year.
With the implementation of FRS 116, all office lease
rentals which were previously classified as operating
leases under FRS 17 as an off-balance sheet item, has
been recognised on the balance sheet. This resulted
in the Group recognising right-of-use assets and
corresponding lease liabilities of S$1.2 million. While
this change does not significantly impact our bottom
line, it has resulted in a slight increase in our gearing
ratios. However, the Group remains well within its
ability to service its lease obligations, which is mainly
the rental of office space, despite the economic
climate and business continuity measures adopted
due to COVID-19.
Revenue (S$’m)
Total Expenses (S$’m)
25.3
11.9
30
20
10
0
32.8
14.5
40
30
20
10
0
FY2019 FY2020
FY2019 FY2020
Net Loss Attributable to Owners of
the Company (S$’m)
Loss Per Share (Singapore dollars)
0
-5
-10
-15
-3.7
-10.2
0
-0.01
-0.02
-0.01
FY2019 FY2020
FY2019 FY2020
-0.03
-0.028
Cash and Cash Equivalents (S$’m)
Operating Cash Flow (S$’m)
20
15
10
5
0
18.4
12.4
FY2019 FY2020
10
5
0
-5
-10
5.7
-6.3
FY2019 FY2020
FinEduTech – 8VIC Holdings Limited
Over the past year, 8VIC Holdings Limited (“8VI”) has
regained its footing under the renewed management
team and is well on its way back to a healthy financial
baseline. Despite recording a lower revenue as
compared to the previous financial year, 8VI has turned
profitable in FY2020 through the tireless efforts of the
entire team.
As part of the Group’s business model refinement, the
original financial technology and financial education
businesses have been enhanced and incorporated
under the VI brand in January 2020, representing the
Group’s strategic shift into FinEduTech. Integrating the
capabilities of the smart stock analysis tool, financial
education programme offerings and services, as well
as a community-driven knowledge exchange portal,
the launch of the VI brand and platform marks a
significant shift in 8IH’s strategic transformation through
digitalisation and facilitating the use of FinTech as a
key driver of its businesses and operations. 8VI is no
longer an offline education provider but has become a
hub for investors seeking knowledge through a host of
recurring subscription products.
While 8VI started out the final quarter with its usual
operations and business activities in Singapore and
overseas, the rise and spread of COVID-19 around
the world led to a rapid shift and expansion of its
operations and services online by mid-March 2020. This
was an accelerated move but one that we successfully
executed as part of our long-term business plan. As
8VI continued to operate in March 2020 and beyond,
the offering of VI College’s digital financial education
programmes and training have been expanded and
community support was integrated fully within VI App
to reach a wider audience and meet evolving consumer
habits. A customer is no longer a one-time “graduate”
from our programme, but a VI Community member
tapping into our platform and products for life-long,
repeat learning opportunities.
As part of our digitalisation initiative, we have set
out an 80:20 transformation plan for 8VI to explore
various technologies that could be adopted for our
expansion plans to manage and balance the increase
between profit and revenue, where we will have 80%
of our offerings online and offered through our digital
platform, namely VI App, while keeping the remaining
20% offline through experiential learning.
7
OPERATING AND FINANCIAL REVIEW (Cont’d)
In order to support the shift in our positioning and
strategy towards a recurring revenue model, 8VI’s
business and operations have been restructured to
streamline activities and incorporate a strong focus
in customer experiences within the VI Community
through aspects including Acquisition, Retention and
Technology Development.
For more details on the FinEduTech segment, please
refer to the Annual Report for 8VIC Holdings Limited.
Financial Asset Management – Hidden Champions
Fund
The listed securities under Hidden Champions Fund
(“HCF”) registered an unrealised fair value loss
on investment securities of S$3.3 million. Since its
restructuring in October 2018, the performance for
HCF Class 1 largely reflected the markets in Asia,
against the benchmarks of MSCI APAC. Earlier in
FY2020, turbulent markets in Hong Kong and the
escalating trade war between China and the US saw
volatility in the markets which dampened our returns,
and with the emergence of an unsubstantiated short-
seller report in September 2019 further depressed the
share price performance of one of our top holdings,
though
remains
impressive. Similarly, the global spread of COVID-19
since early 2020 has affected our portfolio, but less
so as compared to the various benchmarks including
MSCI APAC, STI and KLCI.
fundamental performance
the
Nevertheless, when the market rebounded in April
2020, the fund performance followed due to an overall
increase in share prices of several companies, including
our core holdings.
Post year-end, the HCF Class 1 portfolio has rebounded
significantly to around 20% between end-March 2020
to end-April 2020. We have also allocated 4% of our
cash holdings to companies (2 China A-Shares, 1 ASX-
listed, 1 HKSE-listed) which have been on our radar
for quite some time. Due to the strong fundamentals
and positive price performance of our core holdings,
we managed to claw back from the previous subpar
performance in 2019 as a result of HCF’s conservative
approach of having more than 30% in cash holdings,
and is currently outperforming the MSCI APAC by
about 10% (since October 2018).
As an asset management company, the returns from
our investments will tend to be lumpy in nature which is
typical in our business, since our performance depends
on overall market conditions and macro-economic
business landscape. As such, the challenge of being
an investor is to be able to hold on to and even add on
to those positions that have been properly researched
and yet mispriced for a long time. Testament to the
emotional stability of an investor, at HCCM, we
remain committed to our investment process and are
confident that it will turn out fine over time.
8
OPERATING AND FINANCIAL REVIEW (Cont’d)
Revenue
HCF Class 1 Index Chart
x
e
d
n
I
120
115
110
105
100
95
90
85
80
75
70
$108.4
$99.0
$86.9
$82.4
Oct-18
Nov-18
Dec-18
Jan-19
Feb-19
Mar-19
Apr-19
May-19
Jun-19
Jul-19
Aug-19
Sep-19
Oct-19
Nov-19
Dec-19
Jan-20
Feb-20
Mar-20
Apr-20
HCF MSCI Asia Pac STI KLCI
However, we are of the view that the COVID-19
pandemic will likely be a prolonged one (as compared to
SARS) and we are well prepared should the market take
a downturn. Coupled with the pandemic is the unusual
phenomenon of negative oil contract prices (for WTI)
where the demand for oil has dropped dramatically
due to many countries having their various versions of
“lockdown” and the impact it has on travel and energy
consumption in general. However, we believe we are
well equipped to weather these external shocks due
to our dual growth engines, awareness to adapt and
diligent efforts in staying ahead of the curve.
In line with the previous year’s report, the Group has
also concluded the divestment plans of its non-core
and non-synergistic businesses since January 2020,
whilst retaining our investment in complementary
businesses such as AutoWealth,
its
expertise and experience in the FinTech industry. The
Group will continue to focus its resources on growing
its core engines and seek further growth in line with our
other subsidiaries as they work hand-in-hand towards
our goals in the coming years.
leveraging
Looking Ahead
Asset Management thinktank and its methodology.
We believe that the added infusion of digitalisation
and technology will allow the Group to tap on the
advantages of a more structured approach to our Asset
Management business through data and analysis, and
ultimately to achieve greater discipline in our strategies
and efficiencies.
Our people are our greatest asset and we could not
have come this far in our journey without the collective,
tireless efforts of our team members, particularly
during this challenging period. At the same time, we
would also like to express our sincere appreciation for
the belief, patience and steadfast show of support
extended by our shareholders. In the year ahead,
we endeavour to become stronger than before while
continuing to serve our growing community and we
will set our sights firmly onto delivering what we have
set out to achieve.
One of our key focuses going forward would be to
deepen the synergy between the two core engines
through a number of technology-focused initiatives.
One such initiative would include digitalising the
Clive Tan
Executive Director
8I Holdings Limited
9
BOARD OF DIRECTORS
KEN CHEE
Executive Chairman
CLIVE TAN
Executive Director
Ken Chee is the co-founder and Executive Chairman
of 8I Holdings Limited and is based in Singapore.
Appointed to the board in May 2014, Ken advises on
strategic planning and partnerships development, and
is involved in driving the all-round growth of the Group’s
FinEduTech businesses and smart investing technology
platform, VI.
Ken has more than 20 years of professional experience
across business development, operations, strategy
and marketing from his past roles, including Quicken
(Singapore) and Telekurs Financial.
Ken was awarded the Spirit of Enterprise, Honoree
Award in 2005 by the President of Singapore for
outstanding business results. He sits on the board of
8VIC Holdings Limited and is also a Young Presidents’
Organisation member under the Singapore Chapter.
Ken graduated from the Singapore Polytechnic with
a Diploma in Banking and Financial Services, and the
University of Queensland with a Bachelors’ Degree in
Business Administration. He also attended Columbia
Business School in New York for its Executive Program
in Value Investing.
Clive Tan is the co-founder and Executive Director of 8I
Holdings Limited and is based in Singapore.
Within the Group, Clive is responsible for the strategic
planning, business development, corporate policies
and risk management of its businesses, and leads the
asset management activities under Hidden Champions
Capital Management. He is also deeply involved in the
development of corporate policies and management of
the Group’s Human Capital. Clive also chairs the board
of Australian-listed 8VIC Holdings Limited. He began
his professional career in the public education sector in
Singapore.
Clive holds a Post-Graduate Diploma in Education from
the National Institute of Education and an Honours
Degree in Mechanical and Production Engineering
from the Nanyang Technological University. He also
attended the University of Technology, Sydney on an
academic exchange programme.
10
10
BOARD OF DIRECTORS (Cont’d)
CHAY YIOWMIN
Non-Executive Director
Yiowmin is currently the chief executive officer of Chay Corporate
Advisory Pte Ltd, a boutique corporate advisory house. He is
also the lead independent and non-executive director of UMS
Holdings Limited and Metech International Limited, both listed on
the Singapore Exchange, and non-executive director of both Libra
Group Limited listed on the Singapore Exchange and 8I Holdings
Limited listed on the Australia Stock Exchange. Between 2013 and
2015, he was the lead independent and non-executive director of
Advance SCT Limited.
Since graduating in 1998, Yiowmin has accumulated many years of
public accounting experience in Singapore and the United Kingdom
with a number of reputable international accounting firms, including
PricewaterhouseCoopers LLP, Deloitte and Touche LLP, Moore
Stephens LLP and BDO LLP.
Yiowmin currently sits on the Singapore steering committee of
the Professional Risk Managers’ International Association (PRMIA),
and the Standards and Technical Committee of IVAS. He is also
an active Grassroots Leader, serving as a treasurer with the Kebun
Baru and Sengkang South Citizens Consultative Committees, and
an auditor with the Thomson Hills Neighbourhood Committee.
He is also a member of the Kebun Baru Inter-Racial and Religious
Confidence Circles. He was awarded the Pingat Bakti Masyarakat
(Public Service Medal) (PBM) by the President of the Republic of
Singapore in 2016.
Yiowmin holds a Bachelor of Accountancy and a Master of
Business from the Nanyang Technological University, and a Master
of Business Administration from the University of Birmingham.
Yiowmin is also a Fellow Chartered Accountant (FCA Singapore)
of the Institute of Singapore Chartered Accountants (ISCA), an
Associate Chartered Accountant (ACA) of the Institute of Chartered
Accountants in England and Wales (ICAEW) and a Chartered Valuer
and Appraiser (CVA) of the Institute of Valuers and Appraisers of
Singapore (IVAS).
CHARLES MAC
Non-Executive Director
Charles Mac was appointed Non-
Executive Director in April 2016. Charles
has more than 18 years of IT corporate
experience, of which 15 years in the
SAP Industry dealing with multinational
companies across the Asia Pacific Region.
He has held various leadership roles for
large, global multinational companies with
extensive experience across Asia Pacific in
Team Management, Quality Management,
Audits, Business Development
and
Contract Deliveries.
Charles currently serves on the Board of
ASX-listed companies, 8VIC Holdings
Limited and Ennox Group Limited as Non-
Executive Director. Charles is an Australian
citizen and holds a Bachelor of Computing
(Information
from Monash
University.
System)
11
11
KEY MANAGEMENT
LOUIS CHUA
Chief Financial Officer
LOW MING LI
Head of Corporate Affairs
Louis Chua joined 8I Holdings in April 2015 as the
Company’s Chief Financial Officer and is based in
Singapore. Within the 8I Group, Louis is responsible for
risk management, corporate secretarial, controllership
and treasury duties, as well as economic strategy and
financial forecasting for the Company
Louis is based in Singapore and has more than 20 years of
assurance, financial and commercial experience including
infrastructure development, treasury and controllership
operations, group restructuring and consolidation, tax
planning and mergers and acquisitions. Before he joined
8I Holdings, he had 9 years of experience within the
offshore marine industry in Farstad Shipping, with its
holding company listed in the Oslo Stock Exchange.
He started his career in the Audit Division with Arthur
Andersen (later Ernst & Young).
Louis graduated from University of Queensland with a
Bachelor of Commerce (Finance). He is a fellow member
of The Association of Chartered Certified Accountants
(FCCA), a member of the Institute of Singapore
Chartered Accountants (ISCA) and Certified Practising
Accountant Australia (CPA Australia).
Low Ming Li is the Head of Corporate Affairs at 8I
Holdings. She has been with the Company since
September 2015 and is based in Singapore.
Within the Company, she manages the preparation and
implementation of strategic activities and advises on
several corporate functions including investor relations,
strategic partnerships and growth initiatives. Ming Li
also oversees the investment deals for the Company.
She was previously with PricewaterhouseCoopers
Singapore for over 13 years, where she held the
position of Associate Director (Assurance) and was in
charge of strategising and rolling out new business
development initiatives, coordinating audit assignments
as well as training and development. Her past clients
include Singapore Exchange Limited, the Government
Investment Corporation of Singapore and Singapore
Press Holdings.
Ming Li graduated with a Bachelor in Accountancy
and a minor in Banking and Finance (Second Class
Upper) from Nanyang Technological University. She is
also a Chartered Financial Analyst (CFA) charterholder,
and a member of the Institute of Singapore Chartered
Accountants (ISCA).
12
12
12
CORPORATE STRUCTURE
Holdings Limited
Corporate
8 Investment
Pte. Ltd.
(100%)
FinEduTech
Financial Asset Management
Financial
Education
Financial
Technology
Registered Fund
Management Company
Investment
Fund
8VIC Holdings Limited
(80%)
(51%)
(42%)
8VI Global
Pte. Ltd.
(100%)
8Bit Global
Pte. Ltd.
(93%)
Hidden Champions
Capital Management
Pte. Ltd.
(100%)
8IH Global
Limited
(100%)
8VI Malaysia
Sdn. Bhd.
(100%)
8VIC Taiwan
Co. Ltd.
(70%)
8VI China
Pte. Ltd.
(65%)
8VIC JooY Media
Sdn. Bhd.
(70%)
信益安（上海）
实业有限公司
(100%)
Hidden
Champions Fund
(100%)
13
ENGAGING OUR TEAM MEMBERS
Beyond the digital transformation and increasing usage
of technology in our business operations, the Group
has also put in place several initiatives to continuously
engage with our team members and provide them
with the necessary resources to take up courses and
digital or technology-related training to upgrade their
skillsets to excel in the new phase of the Group’s digital
transformation.
Apart from just focusing on their operational efficacies
and core competencies, the Group also places great
emphasis on cultivating a strong team bond amongst
our supportive team members and establishing a
supportive, conducive and collaborative working
environment for our team members to grow alongside
the organisation.
CORE VALUES
We do what we think & say
We enjoy what we do
We take care of one another like family
We uphold the trust of our stakeholders
We work towards mastery without
invalidation of self & others
We are value-conscious for the price paid
We keep our hearts & minds open
We make it simple
14
PLAYING OUR PART FOR COMMUNITIES
2020 proved to be a challenging year, not just for the Group, but also on a global scale. Despite the challenges
posed by the COVID-19 novel coronavirus outbreak, the Group has reasonably navigated the uncertainties. In an
effort for us to give back to the community during these trying times, the Group has taken part in several initiatives
to help with the less fortunate who were badly hit by the COVID-19 outbreak.
15
CORPORATE
GOVERNANCE STATEMENT
Introduction
8I Holdings Limited (the “Company”) and its Board has adopted
comprehensive systems of control and accountability as the basis
for the administration of corporate governance, which are in
effect as of the 27 June 2020. The Board is committed to
administering the Company’s policies and procedures with
openness and integrity, pursuing the true spirit of corporate
governance commensurate with the Company’s needs.
To the extent applicable, the Company has adopted the ASX
Corporate Governance Council’s Corporate Governance Principles
and Recommendations (Recommendations).
In light of the Company’s size and nature, the Board considers that
the current Board is a cost effective and practical method of
directing and managing the Company. As the Company’s
activities develop in size, nature and scope, the size of the Board
and the implementation of additional corporate governance
policies and structures will be reviewed.
The Company’s main corporate governance policies and practices
as at the date of this report are detailed below. The Company’s
full Corporate Governance Plan is available in a dedicated
corporate governance information section of the Company’s
website at www.8iholdings.com.
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
i
l
s
g
n
d
o
H
I
8
16
CORPORATE
GOVERNANCE STATEMENT
Principle 1: Lay solid foundations for
management and oversight
Recommendation 1.1
A listed entity should have and disclose a charter which sets out
the respective roles and responsibilities of the board, the chair
and management; and includes a description of those matters
expressly reserved to the board and those delegated to
management.
The Company has adopted a Board Charter. The Board Charter
sets out the specific responsibilities of the Board, requirements as
to the Boards composition, the roles and responsibilities of the
Chairman and Company Secretary, the establishment, operation
and management of Board Committees, Directors access to
information, details of the Board’s
company records and
relationship with management, details of
the Board’s
performance review and details of the Board’s disclosure policy.
A copy of the Company’s Board Charter is available on the
Company’s website
The Board is responsible for the corporate governance of the
Company. The Board develops strategies for the Company,
reviews strategic objectives and monitors performance against
those objectives.
the division of
Clearly articulating
responsibilities between the Board and management will help
manage expectations and avoid misunderstandings about their
respective roles and accountabilities.
In general, the Board assumes (amongst others) the following
responsibilities:
(i)
providing leadership and setting the strategic objectives of
the Company;
(ii) appointing and when necessary replacing the Executive
Directors;
(iii) approving
the
appointment
and when necessary
replacement, of other senior executives;
(iv) undertaking appropriate checks before appointing a person,
or putting forward to security holders a candidate for
election, as a director;
(v) overseeing management’s
implementation
of
the
its performance
Company’s strategic objectives and
generally;
The Company is committed to ensuring that appropriate checks
are undertaken before the appointment of a Director and has in
place written agreements with each Director which detail the
terms of their appointment.
Recommendation 1.2
A listed entity should:
(a) undertake appropriate checks before appointing a person, or
putting forward to security holders a candidate for election,
as a director; and
(b) provide security holders with all material information relevant
to a decision on whether or not to elect or re-elect a director.
Election of Board members is substantially the province of the
Shareholders in general meeting. The Board currently consists of
the two Executive Directors (each of whom is a significant
Shareholder) and two Non-Executive Directors (each of whom is
independent). As the Company’s activities develop in size, nature
and scope, the composition of the Board and the implementation
of additional corporate governance policies and structures will be
reviewed.
Nominations of new Directors are considered by the full Board. If
any vacancies arise on the Board, all directors are involved in the
search and recruitment of a replacement.
The Board has taken a view that the full Board will hold special
meetings or sessions as required. The Board is confident that this
process for selection, including undertaking appropriate checks
before appointing a person, or putting forward to security holders
a candidate for election, and review is stringent and full details of
all Directors will be provided to Shareholders in the annual report
and on the Company’s website.
All material information relevant to a decision on whether or not
to elect or re-elect a Director will be provided to security holders
in Section 3 of the Prospectus or a Notice of Meeting pursuant to
which the resolution to elect or re-elect a Director will be voted
on.
(vi) approving operating budgets and major capital expenditure
and investment;
Recommendation 1.3
(vii) overseeing the integrity of the company’s accounting and
corporate reporting systems including the external audit;
(viii) overseeing the company’s process for making timely and
balanced disclosure of all material information concerning
the Company that a reasonable person would expect to have
a material effect on the price or value of the Company’s
securities;
(ix) ensuring that the Company has in place an appropriate risk
management framework and setting the risk appetite within
which the board expects management to operate; and
(x) monitoring the effectiveness of the Company’s governance
practices.
A listed entity should have a written agreement with each director
and senior executive setting out the terms of their appointment.
The Company has entered into Executive Service Agreements
with executive directors and Letters of Appointment with each
Non-Executive Director.
17
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
i
l
s
g
n
d
o
H
I
8
CORPORATE
GOVERNANCE STATEMENT
Principle 1: Lay solid foundations for
management and oversight (continued)
Recommendation 1.4
Category
31 March 2020
The company secretary of a listed entity should be accountable
directly to the board, through the chair, on all matters to do with
the proper functioning of the board.
Board of Directors
Senior Management
Company wide
Male
4
4
46
Female
Nil
3
39
The Board Charter outlines the roles, responsibility and
accountability of the Company Secretary. The Company Secretary
is accountable directly to the board, through the chair, on all
matters to do with the proper functioning of the Board.
The Senior Management refer to those persons having authority
and responsibility for planning, directing, controlling the activities
of the consolidated entity, directly or
indirectly, of the
consolidated entity.
Recommendation 1.5
Recommendation 1.6
A listed entity should:
(a) have a diversity policy which includes requirements for the
board:
(i)
to set measurable objectives for achieving gender
diversity; and
(ii) to assess annually both the objectives and the entity’s
progress in achieving them;
(b) disclose that policy or a summary or it; and
(c) disclose as at the end of each reporting period:
(i)
the measurable objectives for achieving gender diversity
set by the board in accordance with the entity’s diversity
policy and its progress towards achieving them; and
(ii) either:
-
the respective proportions of men and women on the
board, in senior executive positions and across the
whole organisation (including how the entity has
defined “senior executive” for these purposes); or
the entity’s “Gender Equality Indicators”, as defined
in the Workplace Gender Equality Act 2012.
-
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
i
l
s
g
n
d
o
H
I
8
The Company has adopted a Diversity Policy. The Board values
it can bring to the
diversity and recognises the benefits
organisation’s ability to achieve its goals. Accordingly, the
Company has set in place a diversity policy. This policy outlines
the Company’s diversity objectives in relation to gender, age,
cultural background and ethnicity. It includes requirements for
the Board to establish measurable objectives for achieving
diversity, and for the Board to assess annually both the objectives,
and the Company’s progress in achieving them.
The Diversity Policy provides a framework for the Company to
achieve a list of measurable objectives that encompass gender
equality. The Diversity Policy provides for the monitoring and
evaluation of the scope and currency of the Diversity Policy. The
company
implementing, monitoring and
reporting on the measurable objectives. The Diversity Policy is
available on the Corporate Governance Plan on the Company’s
website.
is responsible for
The Company does not discriminate on the basis of gender. The
Company is not of a relevant size to consider setting measurable
objectives for achieving gender diversity. As such the board has
not set any measurable objectives for achieving gender diversity.
18
A listed entity should:
(a) have and disclose a process for periodically evaluating the
performance of the board, its committees and individual
directors; and
(b) disclose in relation to each reporting period, whether a
performance evaluation was undertaken in the reporting
period in accordance with that process.
The Company is not of a relevant size to consider formation of a
Nomination Committee. The responsibilities of the Nomination
Committee are currently carried out by the board and evaluating
the performance of the Board, any committees and individual
directors on an annual basis. The Board may do so with the aid of
an independent advisor. The process for this can be found in
Schedule 5 of the Company’s Corporate Governance Plan.
The Company has established the Nomination Committee
Charter, which requires disclosure as to whether or not
performance evaluations were conducted during the relevant
reporting period.
During the year a performance evaluation of the Executive
Chairman and Executive Director was undertake by the non-
executive directors. The performance of the board,
its
committees and the individual directors is assessed on an on-
going basis by the Chairman of the Board.
Recommendation 1.7
A listed entity should:
(a) have and disclose a process for periodically evaluating the
performance of its senior executives; and
(b) disclose in relation to each reporting period, whether a
performance evaluation was undertaken in the reporting
period in accordance with that process.
The responsibilities of the Nomination Committee are currently
carried out by the board, which includes periodically evaluating
the performance of senior executives. The process is disclosed in
Schedule 6 of the Corporate Governance Plan.
During March 2020, over a series of informal discussions, the
executive directors reviewed each senior executive. All senior
executives’ performances met performance criteria.
CORPORATE
GOVERNANCE STATEMENT
Principle 2: Structure the board to add value
Recommendation 2.1
The board of a listed entity should:
(a) have a nomination committee which:
(i) has at least three members, a majority of whom are
independent directors; and
(ii) is chaired by an independent director,
and disclose:
(iii) the charter of the committee;
(iv) the members of the committee; and
(v) as at the end of each reporting period, the number of
times the committee met throughout the period and
the individual attendances of the members at those
meetings; or
(b) if it does not have a nomination committee, disclose that fact
and the processes it employs to address board succession
issues and to ensure that the board has the appropriate
balance of skills, experience, independence and knowledge of
the entity to enable
its duties and
responsibilities effectively.
it to discharge
The Company does not comply with Principle 2.1. The Company is
not of a relevant size to consider formation of a nomination
committee to deal with the selection and appointment of new
Directors and as such a nomination committee has not been
formed.
Nominations of new Directors are considered by the full Board. If
any vacancies arise on the Board, all directors are involved in the
search and recruitment of a replacement. The Board has taken a
view that the full Board will hold special meetings or sessions as
required. The Board is confident that this process for selection,
including undertaking appropriate checks before appointing a
person, or putting forward to security holders a candidate for
election, and review is stringent and full details of all Directors will
be provided to Shareholders in the annual report and on the
Company’s website.
Recommendation 2.2
A listed entity should have and disclose a board skill matrix setting
out the mix of skills and diversity that the board currently has or
is looking to achieve in its membership.
The Company identifies the following as the main areas of skills
required by the board to successfully service the Company. The
directors have been measured to these areas in the skills matrix:
Number of
Directors that
meet the skill
Executive and Non-Executive experience
Industry experience and knowledge
Leadership
Corporate governance & Risk Management
Strategic thinking
Desired behavioural competencies
4
4
4
4
4
4
Geographic experience
Capital Markets experience
Subject matter expertise
- accounting
- capital management
- corporate financing
- industry taxation
- risk management
- legal
- IT expertise
Number of
Directors that
meet the skill
4
3
3
3
3
1
4
3
1
The Board Charter requires the disclosure of each board
member’s qualifications and expertise as set out in the Company’s
Board skills matrix. Full details as to each director and senior
executive’s relevant skills and experience are available in the
Annual Report and the Company’s Website.
Recommendation 2.3
A listed entity should disclose:
(a) the names of the directors considered by the board to be
independent directors;
(b) if a director has an
interest, position, association or
relationship of the type described in Box 2.3 of the ASX
Corporate Governance Principles and Recommendation (3rd
Edition), but the board is of the opinion that it does not
compromise the independence of the director, the nature of
the interest, position, association or relationship in question
and an explanation of why the board is of that opinion; and
(c) the length of service of each director
The Board Charter provides for the disclosure of the names of
Directors considered by the board to be independent. Currently
two members of the Board are considered independent being Mr
Yiowmin Chay and Mr Charles Mac;
The Board Charter requires Directors to disclose their interest,
positions, associations and relationships and requires that the
independence of Directors is regularly assessed by the board in
light of the interests disclosed by Directors. Details of the
Directors interests, positions associations and relationships are
provided in the Annual Report; and
The Board Charter provides for the determination of the
Directors’ terms and requires the length of service of each
Director to be disclosed. The length of service of each Director is
as follows:
• Mr Ken Chee appointed on 17 May 2014
• Mr Clive Tan appointed on 17 May 2014
• Mr Yiowmin Chay appointed on 22 Sep 2014
• Mr Charles Mac appointed on 26 Apr 2016
19
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
i
l
s
g
n
d
o
H
I
8
CORPORATE
GOVERNANCE STATEMENT
Principle 2: Structure the board to add value
(continued)
Recommendation 2.4
Recommendation 2.6
providing
A listed entity should have a program for inducting new directors
development
and
opportunities for continuing directors to develop and maintain
the skills and knowledge needed to perform their role as a
director effectively.
professional
appropriate
The Board Charter states that a specific responsibility of the Board
is to procure appropriate professional development opportunities
for Directors. The Remuneration Committee is responsible for the
approval and review of induction and continuing professional
development programs and procedures for Directors to ensure
that they can effectively discharge their responsibilities.
A majority of the board of a listed entity should be independent
directors.
The Board considers that only two out of the four Directors are
independent directors in accordance with the ASX Corporate
Governance Council’s definition of independence:
Mr. Chay Yiowmin
(Independent Non-Executive Director)
Mr. Charles Mac
(Independent Non-Executive Director)
The Board considers that the Company is not currently of a size,
nor are its affairs of such complexity to justify the expense of the
appointment of additional independent non-executive Directors.
The Board believes that the individuals on the Board can make,
and do make, quality and independent judgements in the best
interests of the Company on all relevant issues. Directors having
a conflict of interest in relation to a particular item of business
must absent themselves from the Board meeting before
commencement of discussion on the topic.
Recommendation 2.5
The chair of the board of a listed entity should be an independent
director and, in particular, should not be the same person as the
CEO of the entity.
Mr. Chee currently holds the position of Executive Chairman
which does not comply with the ASX Corporate Governance
Council’s recommendations.
While the Board considers the importance of a division of
responsibility and independence at the head of the Company, the
existing structure is considered appropriate and provides a
unified leadership structure. Mr. Chee has been the major force
behind the establishment of the 8I Group and its current growth
and direction. The Board considers that, at this stage of the
Company’s development, he
is able to bring quality and
independent judgement to all relevant issues, and the Company
benefits from his long standing experience of its operations and
business relationships.
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
i
l
s
g
n
d
o
H
I
8
20
CORPORATE GOVERNANCE STATEMENT
Principle 3: Act ethically and responsibly
Recommendation 3.1
A listed entity should:
(a) have a code of conduct for its directors, senior executives and
employees; and
(b) disclose that code or a summary of it.
The Board is committed to the establishment and maintenance of
appropriate ethical standards.
The Corporate Code of Conduct applies to the Company’s
directors, senior executives and employees. The Company’s
Corporate Code of Conduct
in the Corporate
Governance plan which is on the Company’s website.
is available
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
l
i
s
g
n
d
o
H
I
8
21
CORPORATE
GOVERNANCE STATEMENT
Principle 4: Safeguard integrity in financial
reporting
Recommendation 4.1
Recommendation 4.2
The board of a listed entity should, before it approves the entity’s
financial statements for a financial period, receive from its CEO
and CFO a declaration that the financial records of the entity have
been properly maintained and that the financial statements
comply with the appropriate accounting standards and give a true
and fair view of the financial position and performance of the
entity and that the opinion has been formed on the basis of a
sound system of risk management and internal control which is
operating effectively.
The Audit and Risk Committee Charter states that a duty and
responsibility of the Committee is to ensure that before the Board
approves the entity’s financial statements for a financial period,
the Executive Chairman and CFO have declared that in their
opinion the financial records of the entity have been properly
maintained and that the financial statements comply with the
appropriate accounting standards and give a true and fair view of
the financial position and performance of the entity and that the
opinion has been formed on the basis of a sound system of risk
management and internal control which is operating effectively.
Recommendation 4.3
A listed entity that has an AGM should ensure that its external
auditor attends its AGM and is available to answer questions from
security holders relevant to the audit.
The Audit and Risk Committee Charter provides that the
Committee must ensure the Company’s external auditor attends
its AGM and is available to answer questions from security holders
relevant to the audit.
The board of a listed entity should:
(a) have an audit committee which:
(i) has at least three members, all of whom are non-
executive directors and a majority of whom are
independent directors; and
(ii) is chaired by an independent director, who is not the chair
of the board,
and disclose:
(iii) the charter of the committee;
(iv) the relevant qualifications and experience of the
members of the committee; and
(v) in relation to each reporting period, the number of times
the committee met throughout the period and the
individual attendances of the members at those meetings;
or
(b) if it does not have an audit committee, disclose that fact and
the processes it employs that independently verify and
safeguard the integrity of its financial reporting, including the
processes for the appointment and removal of the external
auditor and the rotation of the audit engagement partner.
The Company has established an Audit and Risk Committee
comprised of three members and chaired by an independent
director. The Board considers that the Company is not currently
of a size, nor are its affairs of such complexity to justify the
expense of the appointment of additional non-executive Director
to satisfy Recommendation 4.1 in full. The Company has adopted
the Audit and Risk Committee Charter and the Board believes that
the individuals on the Audit and Risk Committee can make, and
do make, quality and informed judgements in the best interests
of the Company on all relevant issues.
Audit and Risk Committee members
Details of attendance at meetings up to 31 March 2020 are set out
below.
Director Name
Chay Yiowmin (Chair)
Clive Tan Che Koon
Charles Mac
Held
1
1
1
Attended
1
1
1
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
l
i
s
g
n
d
o
H
I
8
22
CORPORATE GOVERNANCE STATEMENT
Principle 5: Make timely and balanced disclosure
Recommendation 5.1
A listed entity should:
(a) have a written policy for complying with its continuous
disclosure obligations under the Listing Rules; and
(b) disclose that policy or a summary of it.
The Board Charter provides details of the Company’s disclosure
policy. In addition, Schedule 7 of the Corporate Governance Plan
is entitled ‘Disclosure-Continuous Disclosure’ and details the
Company’s disclosure requirements as required by the ASX Listing
Rules and other relevant legislation.
The Board Charter and Schedule 7 of the Corporate Governance
Plan which is available at the Company’s website.
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
l
i
s
g
n
d
o
H
I
8
23
CORPORATE
GOVERNANCE STATEMENT
Principle 6: Respect the rights of security holders
Recommendation 6.1
A listed entity should provide information about itself and its
governance to investors via its website.
found at
The Company has a comprehensive website
www.8iholdings.com, where there are
links to directors,
corporate governance, plans and policies. Also included are links
to all financial reports, announcements, notice of meetings and
presentations and any external media commentary made on the
Company
Recommendation 6.2
A listed entity should design and implement an investor relations
program to facilitate effective two-way communication with
investors.
The Company has adopted a Shareholder Communications
Strategy which aims to promote and facilitate effective two-way
communication with investors. The Strategy outlines a range of
ways in which information is communicated to shareholders. The
Shareholder Communications Strategy can be found in the
Corporate Governance plan under schedule 11 which is available
at the Company’s website.
Recommendation 6.3
A listed entity should disclose the policies and processes it has in
place to facilitate and encourage participation at meetings of
security holders.
The Shareholder Communication Strategy, which can be found in
schedule 11 of the Corporate Governance Plan which is available
on the Company’s website.
Recommendation 6.4
A listed entity should give security holders the option to receive
communications from, and send communications to, the entity
and its security registry electronically.
Security holders can register with the Company to receive email
notifications when an announcement is made by the Company to
the ASX. Shareholders queries should be referred to the Company
Secretary at first instance.
24
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
i
l
s
g
n
d
o
H
I
8
CORPORATE
GOVERNANCE STATEMENT
Principle 7: Recognise and manage risk
Recommendation 7.1
Recommendation 7.3
The board of a listed entity should:
(a) have a committee or committees to oversee risk, each of
A listed entity should disclose:
(a) if it has an internal audit function, how the function is
which:
(i) has at least three members, a majority of whom are
independent directors; and
(ii) is chaired by an independent director,
and disclose:
(iii) the charter of the committee;
(iv) the members of the committee; and
(v) as at the end of each reporting period, the number of
times the committee met throughout the period and the
individual attendances of the members at those meetings;
or
(b) if it does not have a risk committee or committees that satisfy
(a) above, disclose that fact and the process it employs for
overseeing the entity’s risk management framework.
The Board has established an Audit and Risk Committee that has
assumed the role of a separate Risk Management Committee and
which operates under the Audit and Risk Committee Charter
approved by the Board. The Board is ultimately responsible for
risk oversight and risk management. Discussions on the
recognition and management of risks were also considered by the
Board. Further details of the committee’s activities are provided
in the Company’s Annual Report.
Recommendation 7.2
The board or a committee of the board should:
(a) review the entity’s risk management framework with
management at least annually to satisfy itself that it continues
to be sound, to determine whether there have been any
changes in the material business risks the entity faces and to
ensure that they remain within the risk appetite set by the
board; and
(b) disclose in relation to each reporting period, whether such a
review has taken place.
internal
The Company process for risk management and
compliance includes a requirement to identify and measure risk,
monitor the environment for emerging factors and trends that
affect these risks, formulate risk management strategies and
monitor the performance of risk management systems. Schedule
8 of the Corporate Governance Plan, which can be found on the
Company’s website, is entitled ‘Disclosure - Risk Management’
and details the Company’s disclosure requirements with respect
to the risk management review procedure and
internal
compliance and controls.
The Board Charter requires in relation to the reporting period
relevant to that Committee, to disclose the number of times that
Committee met throughout the period, and the individual
attendances of the members at those Committee meetings.
Details of the Committee meetings are provided in the Company’s
Annual Report.
structured and what role it performs; or
(b) if it does not have an internal audit function, that fact and the
processes it employs for evaluating and continually improving
the effectiveness of its risk management and internal control
processes.
The Company does not currently have an internal audit function.
Given the size of the Company, no internal audit function is
currently considered necessary. The Company’s Management
periodically undertakes an internal review of financial systems
and processes and where systems are considered to require
improvement these systems are developed. The Board also
considers external reviews of specific areas and monitors the
implementation of system improvements.
Recommendation 7.4
A listed entity should disclose whether, and if so how, it has regard
to economic, environmental and social sustainability risks and, if
it does, how it manages or intends to manage those risks.
The Audit and Risk Committee Charter details the Company’s risk
management systems which assist in identifying and managing
potential or apparent business, economic, environmental and
social sustainability risks (if appropriate). Review of the
Company’s risk management framework is conducted at least
annually and reports are continually created by management on
the efficiency and effectiveness of the Company’s risk
management framework and associated internal compliance and
control procedures.
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
i
l
s
g
n
d
o
H
I
8
25
CORPORATE
GOVERNANCE STATEMENT
Principle 8: Remunerate fairly and responsibly
Recommendation 8.1
Recommendation 8.2
A listed entity should separately disclose its policies and practices
regarding the remuneration of non-executive directors and the
remuneration of executive directors and other senior executives
and ensure that the different roles and responsibilities of non-
executive directors compared to executive directors and other
senior executives are reflected in the level and composition of
their remuneration.
The Remuneration Committee Charter outlines the Company’s
policies and practices regarding the remuneration of non-
executive, executive and other senior directors.
The remuneration of any Executive Director will be decided by the
Board following the recommendation of the Remuneration
Committee, without the affected Executive Director participating
in that decision-making process.
The Articles provide that the Non-Executive Directors will be paid
by way of remuneration for their services as Directors a sum not
exceeding such fixed sum per annum pursuant to a resolution
passed at a general meeting of the Company. Until a different
amount is determined, the amount of the remuneration is
S$200,000 per annum.
In addition, subject to any necessary Shareholder approval, a
Director may be paid fees or other amounts as the Directors
determine where a Director performs special duties or otherwise
performs services outside the scope of the ordinary duties of a
Director (e.g. non-cash performance incentives such as options).
Directors are also entitled to be paid reasonable travel and other
expenses incurred by them in the course of the performance of
their duties as Directors.
The Remuneration Committee reviews and approves the
Company’s remuneration policy in order to ensure that the
Company is able to attract and retain executives and Directors
who will create value for Shareholders, having regard to the
amount considered to be commensurate for an entity of the
Company’s size and level of activity as well as the relevant
Directors’ time, commitment and responsibility.
The Board is also responsible for reviewing any employee
incentive and equity-based plans including the appropriateness of
performance hurdles and total payments proposed.
The board of a listed entity should:
(a) have a remuneration committee which:
(i) has at least three members, a majority of whom are
independent directors; and
(ii) is chaired by an independent director,
and disclose:
(iii) the charter of the committee;
(iv) the members of the committee; and
(v) as at the end of each reporting period, the number of
times the committee met throughout the period and the
individual attendances of the members at those meetings;
or
(b) if it does not have a remuneration committee, disclose that
fact and the processes it employs for setting the level and
composition of remuneration for directors and senior
is
executives and ensuring
appropriate and not excessive.
remuneration
that such
The Company has a Remuneration Committee which is made up
by Mr Charles Mac as Chairman, Mr Yiowmin Chay and Mr Clive
Tan. The committee is made up of a majority of independent
directors and is chaired by one of the independent directors and
is therefore compliant with recommendation 8.1 (a)(i) and(ii).
The Company has adopted The Remuneration Committee
Charter. The Remuneration Committee Charter outlines the roles
and responsibilities of the Remuneration Committee and provides
that:
(i) The Remuneration Committee comprises of at least three
Directors, the majority of whom are independent non-
executive Directors;
(ii) The Remuneration Committee must be chaired by an
independent Director who is appointed by the Board.
(iii) The Remuneration Committee Charter is available in the
is available on the
Corporate Governance Plan which
Company’s website;
(iv) The Board Charter requires disclosure of the members of the
Committee. Details of the current members are provided in
the Annual Report; and
(v) The Board Charter requires each Committee in relation to the
reporting period relevant to that Committee, to disclose the
number of times that Committee met throughout the period,
and the individual attendances of the members at those
Committee meetings. Details of the Committee meetings will
be provided in the Company’s Annual Report.
Remuneration Committee members
Details of attendance at meetings up to 31 March 2020 are set out
below.
Director Name
Charles Mac (Chair)
Clive Tan Che Koon
Chay Yiowmin
Held
1
1
1
Attended
1
1
1
26
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
i
l
s
g
n
d
o
H
I
8
CORPORATE
GOVERNANCE STATEMENT
Principle 8: Remunerate fairly and responsibly
(continued)
Recommendation 8.3
A listed entity which has an equity-based remuneration scheme
should:
(a) have a policy on whether participants are permitted to enter
into transactions (whether through the use of derivatives or
otherwise) which limit the economic risk of participating in
the scheme; and
(b) disclose that policy or a summary of it.
The Company had obtained its shareholders’ approval on the
creation of an equity-based remuneration scheme. The
Company’s full Employee Share Plan is available in the Company’s
website at www.8iholdings.com
The Board has adopted a policy that sets out the guidelines on the
sale and purchase of securities in the Company by its key
management personnel (i.e. Directors and, if applicable, any
employees reporting directly to the Executive Directors). The
policy generally provides that the written acknowledgement of
the Executive Chairman (or the Board in the case of the Executive
Chairman) must be obtained prior to trading.
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
l
i
s
g
n
d
o
H
I
8
27
CORPORATE
GOVERNANCE STATEMENT
Environment
The Company is committed to minimising its own environmental
footprint and supporting a smooth and orderly transition to a low
carbon economy.
Climate change
As a technology-based services and infrastructure company, the
Company is not materially exposed to direct climate change risks.
The Group is a diverse, customer-orientated organisation offering
a range of activities that include the financial education, financial
technology, as well as the provision of assets management
services.
Like other companies, the Company is exposed to the risk of
changes in regulatory pricing related to climate change. For
example, increases in electricity costs. However, our view is that
these risks are not material to the Company.
Environmental issues
The Company’s operations
relevant
environmental laws and regulations, and have not been subject
to any actions by environmental regulators.
comply with all
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
i
l
s
g
n
d
o
H
I
8
28
REMUNERATION REPORT
This remuneration report set out
information about the
remuneration of 8I Holdings Limited’s key management
personnel for the financial year ended 31 March 2020. The term
‘key management personnel’ refer to those persons having
authority and responsibility for planning, directing, controlling the
activities of the consolidated entity, directly or
indirectly,
including any director (whether executive or otherwise) of the
consolidated entity.
Remuneration Policy
The remuneration policy of 8I Holdings Limited has been designed
to align director and executive objectives with shareholder and
business objectives. The board of the Company believes the
remuneration policy to be appropriate and effective in its ability
to attract and retain the best executives and directors to run and
manage the Company and Consolidated Group, as well as create
goal congruence between directors, executives and shareholders.
All remuneration paid to directors and executives is valued at the
cost to the Consolidated Group and expensed.
The names and positions of key management personnel of the
Company and of the Consolidated Entity who have held office
during the financial year are:
Chee Kuan Tat, Ken
Clive Tan Che Koon
Chay Yiowmin
Charles Mac
Low Ming Li
Louis Chua Chun Woei
Executive Chairman
Executive Director
Non-Executive Director
Non-Executive Director
Head of Corporate Affairs
Chief Financial Officer;
Chief Risk Officer;
and Company Secretary
(Australia)
Service Agreements
Remuneration and other terms of employment for the Executive
Directors and other Key Management Personnel are formalized in
a service agreement. For Non-Executive Directors, these terms
are set out in a Letter of Appointment. The major provisions of
the agreements relating to Directors’ remuneration as at date of
this report are set out below.
Name
Chee Kuan Tat, Ken
Clive Tan Che Koon
Chay Yiowmin
Charles Mac
Base Salary(1)
S$168,000 p.a.
S$144,000 p.a.(2)
S$216,200 p.a.
S$nil
S$nil
Fees
S$nil
Term of Agreement
No fixed term
Notice Period
N/A
S$43,200 p.a.(3)
S$42,000 p.a.
S$42,000 p.a.
S$21,000 p.a.(3)
No fixed term
No fixed term
No fixed term
N/A
N/A
N/A
(1) Excluding employer’s Central Provident Fund (CPF) contribution
(2) Executive director remuneration of a subsidiary
(3) Non-executive director fee of a subsidiary
29
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
i
l
s
g
n
d
o
H
I
8
Salary*
%
Bonus/
Profit-sharing
%
Directors’ Fee
%
Total
%
92
76
-
-
8
7
-
-
-
17
100
100
Salary*
%
Bonus/
Profit-sharing
%
Employee
Share Plan
%
92
92
8
8
-
-
100
100
100
100
Total
%
100
100
REMUNERATION REPORT
Details of Remuneration
A breakdown showing the level and mix of each Director’s and Key
Management Personnel’s remuneration for the financial year
ended 31 March 2020 is set out below:
Name of Directors
S$250,000 to below S$500,000
Chee Kuan Tat, Ken
Clive Tan Che Koon
Below S$100,000
Chay Yiowmin
Charles Mac
Name of Key Management
Personnel
Designation
S$100,000 to below S$250,000
Low Ming Li
Head of Corporate Affair
Louis Chua Chun Woei
Chief Financial Officer;
Chief Risk Officer; and
Company Secretary (Australia)
* Salary is inclusive of fixed allowance and CPF contribution.
The total remuneration of each Key Management Personnel has
not been disclosed in dollar terms given the sensitivity of
remuneration matters and to maintain the confidentiality of the
remuneration packages of these Key Management Personnel.
The total remuneration of the top five key executives (who are
not directors of the Company) is S$855,016 for the financial year
ended 31 March 2020 (2019: S$789,660).
There were no terminations, retirement or post-employment
benefits granted to Directors and Key Management Personnel
other than the standard contractual notice period termination
payment in lieu of service for the financial year ended 31 March
2020.
No employee whose remuneration exceeded S$50,000 during the
financial year is an immediate family member of any of the
members of the Board. The Company did not provide any equity
compensation to Directors or executives during the financial year
ended 31 March 2020.
The Company also reimburses validly incurred business expenses
of Directors and Key Management Personnel.
30
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
i
l
s
g
n
d
o
H
I
8
REMUNERATION REPORT
Other Information
There were no loans made to any Key Management Personnel
during the financial year or outstanding at financial year ended.
Apart from disclosed elsewhere in this report, there were no
transactions with Key Management Personnel during the financial
year. During the financial year, the Remuneration Committee
reviewed and approved the Company’s remuneration policy.
Directors Meetings
Since the beginning of the financial year, four meetings of
directors were held. Attendances by each director during the
period were as follows:
DIRECTORS' MEETINGS
DIRECTORS
ELIGIBLE TO ATTEND
ATTENDED
Chee Kuan Tat, Ken
Clive Tan Che Koon
Chay Yiowmin
Charles Mac
4
4
4
4
4
4
4
4
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
i
l
s
g
n
d
o
H
I
8
31
DIRECTORS’ STATEMENT
For the financial year ended 31 March 2020
The directors present their statement to the members together
with the audited financial statements of the Group for the
financial year ended 31 March 2020 and the statement of
financial position of the Company as at 31 March 2020.
In the opinion of the directors,
(a)
the statement of financial position of the Company and
the consolidated financial statements of the Group are
drawn up so as to give a true and fair view of the
financial position of the Company and of the Group as
at 31 March 2020 and the financial performance,
changes in equity and cash flows of the Group for the
financial year covered by the consolidated financial
statements; and
There was no change in any of the above-mentioned interests in
the Company between the end of the financial year and date of
this statement.
Except as disclosed in this statement, no director who held office
at the end of the financial year had interests in shares, shares
options, warrants or debentures of the Company, or of related
corporations, either at the beginning of the financial year, or date
of appointment if later, or during the financial year.
Audit Committee
The members of the Audit Committee at the end of the financial
year were as follows:
(b)
at the date of this statement, there are reasonable
grounds to believe that the Company will be able to pay
its debts as and when they fall due.
Mr Chay Yiowmin
Mr Clive Tan Che Koon
Mr Charles Mac
All members of the Audit Committee were non-executive
directors, except for Mr Clive Tan Che Koon.
The Audit Committee carried out its functions in accordance with
Section 201B(5) of the Singapore Companies Act. In performing
those functions, the Committee reviewed:
•
•
•
the audit plan of the Company’s independent auditor and
any recommendations on
internal accounting controls
arising from the statutory audit;
the assistance given by the Company’s management to the
independent auditor; and
the statement of financial position of the Company and the
consolidated financial statements of the Group for the
financial year ended 31 March 2020 before their submission
to the Board of Directors.
The Audit Committee has recommended to the Board that the
independent auditor, KLP LLP, be nominated for re-appointment
at the forthcoming Annual General Meeting of the Company.
Directors
The directors of the Company in office at the date of this
statement are as follows:
Mr Chee Kuan Tat, Ken
Mr Clive Tan Che Koon
Mr Charles Mac
Mr Chay Yiowmin
Arrangements to Enable Directors to Acquire
Shares and Debentures
Neither at the end of nor at any time during the financial year was
the Company a party to any arrangement whose object was to
enable the directors of the Company to acquire benefits by means
of the acquisition of shares in, or debentures of, the Company or
any other body corporate.
Directors’ Interests in Shares or Debentures
According to the register of directors’ shareholdings, none of the
directors holding office at the end of the financial year had any
interest in the shares or debentures of the Company or its related
corporations, except as follows:
Holdings registered
in name of
director or nominee
At 31.3.2020
At 1.4.2019
86,684,792
65,140,000
86,684,792
65,140,000
8I Holdings Limited
(No. of ordinary shares)
Mr Chee Kuan Tat, Ken
Mr Clive Tan Che Koon
32
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
i
l
s
g
n
d
o
H
I
8
DIRECTORS’ STATEMENT
For the financial year ended 31 March 2020
Independent Auditor
The independent auditor, KLP LLP, has expressed its willingness to
accept re-appointment.
On behalf of the directors
Chee Kuan Tat, Ken
Director
29 May 2020
Clive Tan Che Koon
Director
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
i
l
s
g
n
d
o
H
I
8
33
KLP LLP
13A MacKenzie Road
Singapore 228676
Tel: (65) 6227 4180
klp@klp.com.sg
www.klp.com.sg
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF 8I HOLDINGS LIMITED
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of 8I Holdings Limited (the “Company”) and its subsidiaries (the “Group”), which comprise the
consolidated statement of financial position of the Group and the statement of financial position of the Company as at 31 March 2020, and
the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash
flows of the Group for the year then ended, and notes to the financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements of the Group and the statement of financial position of the Company
are properly drawn up in accordance with the provisions of the Companies Act, Chapter 50 (the “Act”) and Financial Reporting Standards
in Singapore (FRSs) so as to give a true and fair view of the consolidated financial position of the Group and the financial position of the
Company as at 31 March 2020 and of the consolidated financial performance, consolidated changes in equity and consolidated cash flows
of the Group for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with Singapore Standards on Auditing (SSAs). Our responsibilities under those standards are further
described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Group
in accordance with the Accounting and Corporate Regulatory Authority (ACRA) Code of Professional Conduct and Ethics for Public
Accountants and Accounting Entities (ACRA Code) together with the ethical requirements that are relevant to our audit of the financial
statements in Singapore, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ACRA 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 judgment, were of most significance in our audit of the financial statements
of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters. For the matter below, our description of how our audit
addressed the matter is provided in that context.
We have fulfilled our responsibilities described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our
report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our
assessment of the risks of material misstatement of the financial statements. The results of our audit procedures, including the procedures
performed to address the matters below, provide the basis for our audit opinion on the accompanying financial statements.
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
l
i
s
g
n
d
o
H
I
8
34
KLP LLP
13A MacKenzie Road
Singapore 228676
Tel: (65) 6227 4180
klp@klp.com.sg
www.klp.com.sg
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF 8I HOLDINGS LIMITED (continued)
Key Audit Matters (continued)
Key Audit Matter
How our audit addressed the Key Audit Matter
Valuation and impairment of Investment in Subsidiaries
(Refer to Note 16 to the financial statements)
The Company carries its investment in subsidiaries at cost adjusted for
impairment losses. As at 31 March 2020, the carrying amount of
investment in subsidiaries amounted to S$15,678,762. During the
financial year, the Company recognised S$2,647,688 of impairment losses
in investment in subsidiaries.
We consider the valuation and impairment of investment in subsidiaries
to be a significant key audit matter as the amount is significant to the
financial statements. Moreover, the identification of impairment events
and the determination of impairment charge requires the application of
significant judgement by management.
1. Examined and analysed the method and assumptions
used by the management in carrying out the
impairment test.
2. Considered the adequacy of the disclosures in the
financial statements in respect to this matter.
We found that the method and assumptions used by the
management were reasonable. We also found the
disclosure in the financial statements to be adequate.
Adoption of FRS 116 Leases
In relation to the Group’s application of FRS 116, we:
Refer to Note 3.1 (Critical judgements in applying the entity’s accounting
policies) and Note 19 (Lease liabilities) to the financial statements.
The Group adopted FRS 116 Leases on 1 April 2019 and elected to
recognise right-of-use assets based on amount equal to the lease liability,
adjusted by the amount of any prepaid and accrued lease payments
previously recognised. Comparative figures were not restated.
The lease liabilities were initially measured by discounting the lease
payments over the lease terms. For leases with extension options, the
Group applied significant judgement in determining whether such
extension options should be included in measuring the lease liabilities. As
at 31 March 2020, the Group’s lease liabilities amounting to S$1,214,512.
We focused on the adoption of FRS 116 in view of the significant effort
required to audit the lease liabilities recognised due to the large volume
of leases and significant judgement applied in determining whether the
facts and circumstances created an economic incentive for the Group to
exercise the lease extension option.
1. Obtained an understanding of the internal controls,
including the new processes and controls in relation to
the application of FRS 116;
2. Obtained an understanding of the lease contracts
identified by management and assessed the
appropriateness of management’s identification of
those contracts as leases based on contractual
agreements;
3. Assessed the reasonableness of management’s
expectation of the lease period using our
understanding of the Group’s historical lease periods
for similar assets, importance of the leased asset to
the Group’s business and whether the cost of
obtaining replacement asset would be significant;
4. Assessed discount rates applied by the Group;
5. Tested the mathematical accuracy of the lease
calculations; and
We found the judgement applied by management in the
recognition of lease liabilities to be appropriate.
We also found the disclosure on the critical judgements
applied by management in the determination of the lease
term in Note 3.1(c) to be appropriate.
35
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
i
l
s
g
n
d
o
H
I
8
KLP LLP
13A MacKenzie Road
Singapore 228676
Tel: (65) 6227 4180
klp@klp.com.sg
www.klp.com.sg
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF 8I HOLDINGS LIMITED (continued)
Key Audit Matters (continued)
Key Audit Matter
How our audit addressed the Key Audit Matter
1. Considered the implications of COVID-19 when
obtaining an understanding of the Group and its
environment, in light of its objectives, strategies and
other business risks.
2. Discussed with management whether the impact of
the COVID-19 has been incorporated into their risk
assessment processes and how they have identified
and assessed the significance of the business risks
arising.
3. Evaluated the assessment of management as to
whether risks from COVID-19 could be material.
4. Assessed the financial impact involving accounting
estimates prepared by the management including
significant assumptions used.
5. Considered the adequacy of the disclosures in the
financial statements.
6. Considered the impact of the COVID-19 events after
the reporting period if it requires adjustment to or
disclosure in the financial report and whether the
event impacts the appropriateness of the going
concern basis of accounting.
We found that the judgement applied, assessment made
and method and assumptions used by the management
were reasonable. We also found the disclosure in the
financial statements to be adequate and sufficient.
Impact of the disruption to the operations due to Covid 19
Refer to Note 29
The spread of COVID-19 has severely impacted many local economies
around the globe. In many countries, businesses are being forced to cease
or limit operations for long or indefinite periods of time. Measures taken
to contain the spread of the virus, including travel bans, quarantines,
social distancing, and closures of non-essential services have triggered
significant disruptions to businesses worldwide, resulting in an economic
slowdown. Global stock markets have also experienced great volatility
and a significant weakening. Governments and central banks have
responded with monetary and fiscal interventions to stabilise economic
conditions. As a result, these have impacted on the Education and
Investment segments of the Group.
Financial Education Segment
8VIC had shifted from offline trainings and programme services to online
services in mid-March 2020 in Singapore and Malaysia. The offering of
web-based financial education programmes and training have been
expanded and community support was integrated fully within VI App to
reach a wider audience and meet the evolving consumer habits. This
temporary change in business operation had not significantly affect the
financial performance of the financial education business during the
financial year.
Financial Investment Segment
The Group has investment in listed securities under Hidden Champions
Fund. It registered an unrealised fair value loss on investment securities
of S$3.3 million during the year. Since its restructuring in October 2018,
the performance for HCF Class 1 largely reflects the markets in Asia,
against the benchmarks of MSCI Asia Pacific. Earlier in FY2020, turbulent
markets in Hong Kong and the escalating trade war between China and
US saw volatility in the markets which dampened the Group’s returns,
and with the emergence of an unsubstantiated short-seller report in
September 2019 further depressed the share price performance of one
of the Group’s top holdings though the fundamental performance
remains impressive. Similarly, the global spread of COVID-19 since early
2020 has affected the Group’s portfolio, but less so as compared to the
various benchmarks including MSCI Asia Pacific, STI and KLCI. The market
rebounded in April 2020 and the fund performance followed due to an
overall increase in share prices of several companies, including the
Group’s core holdings.
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
i
l
s
g
n
d
o
H
I
8
36
KLP LLP
13A MacKenzie Road
Singapore 228676
Tel: (65) 6227 4180
klp@klp.com.sg
www.klp.com.sg
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF 8I HOLDINGS LIMITED (continued)
Key Audit Matters (continued)
Key Audit Matter
How our audit addressed the Key Audit Matter
Impact of the disruption to the operations due to Covid 19 (continued)
Refer to Note 29
We considered the impact of COVID-19 to be a key audit matter in view
that the Group is in industries which are mainly affected by the COVID-19
namely, education and investment sector.
Other Information
Management is responsible for other information. The other information comprises the information included in the annual report, but does
not include the financial statements and our auditor’s report thereon. The annual report is expected to be made available to us after the
date of the auditor’s report.
Our opinion on the 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 financial statements, our responsibility is to read the other information and, in doing so, consider
whether the other information is materiality inconsistent with the 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.
Responsibilities of Management and Directors for the Financial Statements
Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the provisions of
the Act and FRSs, and for devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance
that assets are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they are
recorded as necessary to permit the preparation of true and fair financial statements and to maintain accountability of assets.
In preparing the financial statements, management is 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 management either intends to
liquidate the Group or to cease operations, or has no realistic alternative but to do so.
The directors’ responsibilities include overseeing the Group’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the 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. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with SSAs 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 financial statements.
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
i
l
s
g
n
d
o
H
I
8
37
KLP LLP
13A MacKenzie Road
Singapore 228676
Tel: (65) 6227 4180
klp@klp.com.sg
www.klp.com.sg
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF 8I HOLDINGS LIMITED (continued)
Auditor’s Responsibilities for the Audit of the Financial Statements (continued)
As part of an audit in accordance with SSAs, we exercise professional judgement and maintain professional scepticism throughout the audit.
We also:
•
•
•
•
•
•
Identify and assess the risks of material misstatement of the 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 management.
Conclude on the appropriateness of management’s 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 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 financial statements, including the disclosures, and whether the
financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group
to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of
the group audit. We remain solely responsible for our audit opinion.
We communicate with the directors 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 directors 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, related safeguards.
From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the 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.
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
i
l
s
g
n
d
o
H
I
8
38
KLP LLP
13A MacKenzie Road
Singapore 228676
Tel: (65) 6227 4180
klp@klp.com.sg
www.klp.com.sg
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF 8I HOLDINGS LIMITED (continued)
Report on other Legal and Regulatory Requirements
In our opinion, the accounting and other records required by the Act to be kept by the Company and by those subsidiary corporations
incorporated in Singapore, of which we are the auditors, have been properly kept in accordance with the provisions of the Act.
The engagement partner on the audit resulting in this independent auditor’s report is Lim Yeong Seng.
KLP LLP
Public Accountants and
Chartered Accountants
Singapore, 29 May 2020
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
l
i
s
g
n
d
o
H
I
8
39
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the financial year ended 31 March 2020
Revenue
Investment loss
Other gains
Other income
Expenses
- Cost of sales and services
- Administrative expenses
- Marketing and other operating expenses
- Impairment of goodwill
- Finance costs
Share of loss attributable to the unit holders of redeemable participating shares
Share of (loss)/profit of an associated company
Loss before income tax
Income tax expense
Loss for the year
Other comprehensive income/(loss):
Items that may be reclassified subsequently to profit or loss:
- Currency translation differences arising from consolidation
Items that will not be reclassified subsequently to profit or loss:
- Financial losses, at FVOCI
Other comprehensive income/(loss), net of tax
Total comprehensive loss for the year
Loss attributable to:
- Owners of the Company
- Non-controlling interests
Total comprehensive loss attributable to:
- Owners of the Company
- Non-controlling interests
Note
2020
S$
2019
S$
4
4
5
5
6
6
6
14
21
8
17
11,864,905
(2,466,598)
73,980
503,151
25,345,224
(6,325,757)
88,511
832,435
(3,381,525)
(7,044,851)
(3,993,417)
-
(81,577)
(13,026,427)
(10,023,031)
(8,049,684)
(1,676,119)
(16,531)
719,846
(29,652)
1,953,397
46,114
(3,835,738)
(151,190)
(10,851,868)
(332,545)
(3,986,928)
(11,184,413)
478,393
494,117
(317,570)
160,823
(989,506)
(495,389)
(3,826,105)
(11,679,802)
(3,679,184)
(307,744)
(3,986,928)
(10,198,735)
(985,678)
(11,184,413)
(3,639,021)
(187,084)
(3,826,105)
(10,680,272)
(999,530)
(11,679,802)
Loss per share attributable to equity holders of the Company (S$ per share)
- Basic earnings
- Diluted earnings
9
9
(0.010)
(0.010)
(0.028)
(0.028)
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
i
l
s
g
n
d
o
H
I
8
The accompanying notes form an integral part of these financial statements.
40
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 March 2020
ASSETS
Current assets
Cash and cash equivalents
Trade and other receivables
Financial assets, at FVPL
Current income tax asset
Non-current assets
Other receivables
Property, plant and equipment
Intangible assets
Investment in an associated company
Financial assets, at FVOCI
Deferred income tax assets
Total assets
LIABILITIES
Current liabilities
Trade and other payables
Lease liabilities
Current income tax liabilities
Unearned revenue
Redeemable participating shares
Non-current liabilities
Lease liabilities
Deferred income tax liabilities
Total liabilities
NET ASSETS
EQUITY
Capital and reserves attributable to owners of the Company
Share capital
Other reserves
Retained profits
Non-controlling interests
Total equity
Note
31 March
2020
S$
2019
S$
10
11
12
8
11
13
14
15
17
22
18
19
8
20
21
19
22
23
24
16
18,442,385
2,527,868
14,358,481
129,122
35,457,856
1,242,921
1,597,993
430,439
-
1,266,261
264,331
4,801,945
12,382,781
4,773,835
20,379,148
213,438
37,749,202
931,673
625,925
183,138
1,294,603
1,698,880
178,865
4,913,084
40,259,801
42,662,286
1,767,983
1,146,938
-
3,969,752
3,927,686
10,812,359
1,530,854
18,566
106,498
3,072,795
5,582,278
10,310,991
67,574
4,000
71,574
17,857
4,000
21,857
10,883,933
29,375,868
10,332,848
32,329,438
34,455,641
(13,753,947)
7,615,639
28,317,333
1,058,535
34,491,447
(13,793,142)
10,874,431
31,572,736
756,702
29,375,868
32,329,438
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
The accompanying notes form an integral part of these financial statements.
41
l
i
s
g
n
d
o
H
I
8
STATEMENT OF FINANCIAL POSITION - COMPANY
As at 31 March 2020
ASSETS
Current assets
Cash and cash equivalents
Trade and other receivables
Financial assets, at FVPL
Current income tax asset
Non-current assets
Other receivables
Investments in subsidiaries
Financial assets, at FVOCI
Total assets
LIABILITIES
Current liabilities
Trade and other payables
Unearned income
Total liabilities
NET ASSETS
EQUITY
Capital and reserves attributable to owners of the Company
Share capital
Other reserves
Retained profits
Total equity
Note
31 March
2020
S$
2019
S$
10
11
12
8
11
16
17
18
20
23
24
8,100,084
4,905,819
32,041
-
13,037,944
1,242,922
15,678,762
1,077,479
17,999,163
31,037,107
1,111,714
13,085,680
46,444
3,959
14,247,797
947,240
18,125,797
1,033,529
20,106,566
34,354,363
137,456
24,150
161,606
161,606
141,483
38,110
179,593
179,593
30,875,501
34,174,770
34,455,641
(2,062,917)
(1,517,223)
30,875,501
34,491,447
(2,062,917)
1,746,240
34,174,770
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
i
l
s
g
n
d
o
H
I
8
The accompanying notes form an integral part of these financial statements.
42
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the financial year ended 31 March 2020
2020
Beginning of financial year
Loss for the year
Other comprehensive income/(loss) for the year
Total comprehensive income/(loss) for the year
Attributable to owners of the Company
Share
capital
S$
Fair value
reserve
S$
Currency
translation
reserve
S$
Capital
reserve
S$
Retained
profits
S$
Total
S$
Non-
controlling
interests
S$
Total
equity
S$
34,491,447
(11,078,218)
(405,377)
(2,309,547)
10,874,431
31,572,736
756,702
32,329,438
-
-
-
-
(317,570)
(317,570)
-
357,733
357,733
-
-
-
(3,679,184)
-
(3,679,184)
(3,679,184)
40,163
(3,639,021)
(307,744)
120,660
(187,084)
(3,986,928)
160,823
(3,826,105)
Share buy-back
Disposal of a subsidiary
Dilution of subsidiary without change in control
Total transactions with owners of the Company, recognised directly in equity
(35,806)
-
-
(35,806)
-
-
-
-
-
-
-
-
-
(420,392)
419,424
(968)
-
420,392
-
420,392
(35,806)
-
419,424
383,618
-
(123,293)
612,210
488,917
(35,806)
(123,293)
1,031,634
872,535
End of financial year
34,455,641
(11,395,788)
(47,644)
(2,310,515)
7,615,639
28,317,333
1,058,535
29,375,868
The accompanying notes form an integral part of these financial statements.
43
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the financial year ended 31 March 2020
2019
Beginning of financial year
Loss for the year
Other comprehensive income/(loss) for the year
Total comprehensive income/(loss) for the year
Attributable to owners of the Company
Share
capital
S$
Fair value
reserve
S$
Currency
translation
reserve
S$
Capital
reserve
S$
Retained
profits
S$
Total
S$
Non-
controlling
interests
S$
Total
equity
S$
34,422,910
(10,088,712)
(913,252)
132,424
21,073,166
44,626,536
3,372,158
47,998,694
-
-
-
-
(989,506)
(989,506)
-
507,969
507,969
-
-
-
(10,198,735)
-
(10,198,735)
(10,198,735)
(481,537)
(10,680,272)
(985,678)
(13,852)
(999,530)
(11,184,413)
(495,389)
(11,679,802)
Share buy-back
Issue of new shares
Disposal of subsidiaries
Dilution of subsidiary without change in control
Acquisition of non-controlling interest without a change in control
Total transactions with owners of the Company, recognised directly in equity
(136,804)
205,341
-
-
-
68,537
-
-
-
-
-
-
-
-
(94)
-
-
(94)
-
-
(1,977,690)
-
(464,281)
(2,441,971)
-
-
-
-
-
-
(136,804)
205,341
(1,977,784)
-
(464,281)
(2,373,528)
-
-
(1,600,040)
90,000
(105,886)
(1,615,926)
(136,804)
205,341
(3,577,824)
90,000
(570,167)
(3,989,454)
End of financial year
34,491,447
(11,078,218)
(405,377)
(2,309,547)
10,874,431
31,572,736
756,702
32,329,438
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
l
i
s
g
n
d
o
H
I
8
The accompanying notes form an integral part of these financial statements.
44
CONSOLIDATED STATEMENT OF CASH FLOWS
For the financial year ended 31 March 2020
Cash flows from operating activities
Loss before income tax
Adjustments for:
- Net gain on disposal of subsidiaries
- Net gain on disposal of an associated company
- Net fair value loss of investment securities held at fair value through profit or loss
- Net gain on disposal of investment securities held at fair value through profit or loss
- Interest income
- Dividend income
- Depreciation of property, plant and equipment
- Amortisation of intangible assets
- Amortisation of prepayments
- Property, plant and equipment written off
- Prepayment written off
- Bad debt written off
- Credit loss allowance
- Finance costs
- Impairment of goodwill
- Share of loss/(profit) of an associated company
- Share of loss attributable to the unit holders of redeemable participating shares
- Exchange differences
Change in working capital, net of effects from disposal of subsidiaries:
- Trade and other receivables
- Financial assets, at FVPL
- Inventories
- Trade and other payables
- Unearned revenue
Cash from/(used in) operations
Interest received
Dividend received
Income tax paid
Net cash provided by/(used in) operating activities
Cash flows from investing activities
Acquisition of non-controlling interest without a change in control
Proceeds from sale of non-controlling interest without a change in control
Proceeds from sale of subsidiary, net of cash disposed
Proceeds from sale of an associated company
Net proceeds from loan to non-related parties
Additions to property, plant and equipment
Additions to intangible assets
Disposal/(additions) to financial assets through other comprehensive income
Reduction in pledged deposits
Net cash provided by investing activities
Note
2020
S$
2019
S$
(3,835,738)
(10,851,868)
4
4
4
4
5
4
6
6
6
6
6
6
6
21
8(b)
13
14
17
(51,977)
(5,320)
3,334,810
(162,778)
(207,524)
(648,137)
1,737,126
158,481
-
-
-
2,265
110,618
81,574
-
29,652
(719,846)
398,816
222,022
(69,072)
2,844,643
-
239,596
1,846,482
5,083,671
207,524
648,137
(249,843)
5,689,489
(68,079)
1,138,147
(38,486)
200,000
2,046,978
(198,630)
(405,782)
115,049
-
2,789,197
(529,776)
-
8,908,419
(720,961)
(357,468)
(1,331,925)
655,665
61,045
50,000
33,343
275,000
-
36,103
16,531
1,676,119
(46,114)
(1,953,397)
525,132
(3,554,152)
(569,221)
(2,612,202)
(507,834)
165,095
(335,292)
(7,413,606)
357,468
1,331,925
(573,801)
(6,298,014)
(570,167)
90,000
(3,087,812)
-
4,449,979
(377,645)
(244,183)
(1,039,897)
5,000,000
4,220,275
The accompanying notes form an integral part of these financial statements.
45
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
l
i
s
g
n
d
o
H
I
8
CONSOLIDATED STATEMENT OF CASH FLOWS
For the financial year ended 31 March 2020
Cash flows from financing activities
Issue of new shares
Shares buy-back
Principal payment of lease liabilities
Finance cost paid
Proceeds from finance lease
Payment to fund’s non-controlling unit holders
Net cash (used in)/provided by financing activities
Note
2020
S$
2019
S$
23
23
21
-
(35,806)
(1,392,434)
(81,574)
-
(1,180,311)
(2,690,125)
205,341
(136,804)
-
(16,531)
48,556
241,724
342,286
Net increase/(decrease) in cash and cash equivalents
5,788,561
(1,735,453)
Cash and cash equivalents
Beginning of financial year
Effects of currency translation on cash and cash equivalents
End of financial year
12,382,781
271,043
18,442,385
13,942,773
175,461
12,382,781
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
i
l
s
g
n
d
o
H
I
8
The accompanying notes form an integral part of these financial statements.
46
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2020
These notes form an integral part of and should be read in
conjunction with the accompanying financial statements.
2. Significant accounting policies
1. General information
8I HOLDINGS LIMITED (the “Company”) is listed on the Australian
Securities Exchange and incorporated and domiciled in Singapore.
The address of its registered office and principal place of business is
Goldbell Towers, 47 Scotts Road, #03-03/04, Singapore 228233.
The principal activities of the Company are investment holding
and management consultancy services. The principal activities of its
subsidiaries are the seminars and programs organiser as well as
investment in public and private companies.
2.1 Basis of preparation
These financial statements have been prepared in accordance
with Financial Reporting Standards in Singapore (“FRSs”) under
the historical cost basis, except as disclosed in the accounting
policies below.
The preparation of Group consolidation financial statements in
conformity with FRSs requires management to exercise its
judgement in the process of applying the Group’s accounting
policies. It also requires the use of certain critical accounting
estimates and assumptions. The areas involving a higher degree
of judgement or complexity, or areas where assumptions and
estimates are significant to the financial statements are disclosed
in Note 3.
Interpretations and amendments to published standards
effective in 2019
On 1 April 2019, the Group has adopted the new or amended FRS
and Interpretations of FRS (“INT FRS”) that are mandatory for
application for the financial year. Changes to the Group’s
accounting policies have been made as required, in accordance
with the transitional provisions in the respective FRS and INT FRS.
The adoption of these new or amended FRS and INT FRS did not
result in substantial changes to the Group’s accounting policies
and had no material effect on the amounts reported for the
current or prior financial years except for the adoption of FRS 16
Leases:
Adoption of FRS 116 Leases
When the Group is the lessee
Prior to the adoption of FRS 116, non-cancellable operating lease
payments were not recognised as liabilities in the statement of
financial position. These payments were recognised as rental
expenses over the lease term on a straight-line basis.
On initial application of FRS 116, the Group has elected to apply
the following practical expedients:
i)
For all contracts entered into before 1 April 2019 and that
were previously identified as leases under FRS 1-17 Lease
and INT FRS 104 Determining whether an Arrangement
contains a Leases, the Group has not reassessed if such
contracts contain leases under FRS 116; and
ii)
On a lease-by-lease basis, the Group has:
a) applied a single discount rate to a portfolio of leases
with reasonably similar characteristics;
47
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
l
i
s
g
n
d
o
H
I
8
NOTES
For the financial year ended 31 March 2020
TO THE FINANCIAL STATEMENTS
2. Significant accounting policies (continued)
2.1 Basis of preparation (continued)
b)
relied on previous assessments on whether leases are
onerous as an alternative to performing an impairment
review;
c) accounted for operating leases with a remaining lease
term of less than 12 months as at 1 April 2019 as short-
term leases;
d) excluded initial direct costs in the measurement of the
initial
right-of-use (“ROU”) asset at the date of
application; and
e) used hindsight in determining the lease term where the
contract contains options to extend or terminate the
lease.
An explanation of the differences between the operating lease
commitments previously disclosed
in the Group’s financial
statements as at 31 March 2019 and the lease liabilities
recognised in the statement of financial position as at 1 April 2019
are as follows :
Operating lease commitment disclosed as at 31
March 2019
Add: Undisclosed operating lease commitment
Less: Discounting effect using weighted average
incremental borrowing rate of 5%
Add: Finance lease liabilities recognised as at 31
March 2019
Lease liabilities recognised as at 1 April 2019
S$
2,350,443
254,004
2,604,447
(107,290)
36,424
2,533,581
There were no onerous contracts as at 1 April 2019.
2.2 Revenue recognition
For leases previously classified as operating leases on 1 April 2019,
the Group has applied the following transition provisions:
(i)
(ii)
(iii)
(iv)
On a lease-by-lease basis, the Group chose to measure its
ROU assets at a carrying amount as if FRS 116 had been
applied since the commencement of the
lease but
discounted using the incremental borrowing rate at 1 April
2019.
Recognised its lease liabilities by discounting the remaining
lease payments as at 1 April 2019 using the incremental
borrowing rate for each individual lease or, if applicable, the
incremental borrowing rate for each portfolio of leases with
reasonably similar characteristic.
The difference between the carrying amounts of the ROU
assets and lease liabilities as at 1 April 2019 is not
significant. Comparative information is not restated.
For leases previously classified as finance leases, the
carrying amount of the leased asset and finance lease
liability as at 1 April 2019 are determined as the carrying
amount of the ROU assets and lease liabilities.
The effects of adoption of FRS 116 on the Group’s financial
statements as at 1 April 2019 are as follows:
Property, plant and equipment
Lease liabilities
Increase
S$
2,497,157
2,497,157
Revenue is measured based on the consideration to which the
Group expects to be entitled in exchange for transferring
promised goods or services to a customer, excluding amounts
collected on behalf of third parties.
Revenue is recognised when the Group satisfies a performance
obligation by transferring a promised good or service to the
customer, which is when the customer obtains control of the
good or service. A performance obligation may be satisfied at a
point in time or over time. The amount of revenue recognised is
the amount allocated to the satisfied performance obligation.
(a)
(b)
Rendering of services
The Group provide program sales, events site rental income,
digital production and advertising income. Revenue is
recognised when the services have been performed and
rendered.
Sale of goods
The Group delivered the goods to locations specified by its
customers and the customers have accepted the goods in
accordance with the sales contract and the collectability of
the related receivables is reasonably assured. Revenue is
recognised when the goods are passed to the customers.
(c)
Interest income
Interest income is recognised using the effective interest
method.
(d) Dividend income
Dividend income is recognised when the right to receive
payment is established. It is probable that the economic
benefits associated with the dividend will flow to the Group,
and the amount of the dividend can be reliably measured.
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
i
l
s
g
n
d
o
H
I
8
48
NOTES
For the financial year ended 31 March 2020
TO THE FINANCIAL STATEMENTS
2. Significant accounting policies (continued)
2.3 Government grants
Grants from the government are recognised as a receivable at
their fair value when there is reasonable assurance that the grant
will be received and the Group will comply with all the attached
conditions.
Government grants received are recognised as income over the
periods necessary to match them with the related costs which
they are intended to compensate, on a systematic basis.
Government grants relating to expenses are shown separately as
other income.
2.4 Borrowing costs
All borrowing costs that are not directly attributable to the
acquisition, construction or production of a qualifying asset are
recognised in profit or loss in the period in which they are
incurred.
2.5 Group accounting
(a)
Subsidiaries
(i) Consolidation
Subsidiaries are all entities (including structured
entities) over which the Group has control. The Group
controls an entity when the Group is exposed to, or has
rights to, variable returns from its involvement with the
entity and has the ability to affect those returns through
its power over the entity. Subsidiaries are fully
consolidated from the date on which control
is
transferred to the Group. They are deconsolidated from
the date on that control ceases.
In preparing the consolidated financial statements,
inter-companies
transactions and balances and
unrealised gains on transactions between group entities
are eliminated. Unrealised losses are also eliminated
unless the transaction provides evidence of an
impairment
transferred asset.
Accounting policies of subsidiaries have been changed
where necessary to ensure consistency with the policies
adopted by the Group.
indicator of
the
shown
Non-controlling interests comprise the portion of a
subsidiary’s net results of operations and its net assets,
which is attributable to the interests that are not owned
directly or indirectly by the equity holders of the
Company. They are
the
consolidated statement of comprehensive income,
statement of changes in equity, and consolidated
statement of financial position. Total comprehensive
income is attributed to the non-controlling interests
based on their respective interests in a subsidiary, even
if this results in the non-controlling interests having a
deficit balance.
separately
in
The acquisition method of accounting is used to account
for business combinations entered into by the Group.
(ii) Acquisitions
The consideration transferred for the acquisition of a
subsidiary or business comprises the fair value of the
assets transferred, the liabilities incurred and the equity
interests
issued by the Group. The consideration
transferred also includes any contingent consideration
arrangement and any pre-existing equity interest in the
subsidiary measured at their fair values at the
acquisition date.
Acquisition-related costs are expensed as incurred.
Identifiable assets acquired and
liabilities and
contingent liabilities assumed in a business combination
are, with limited exceptions, measured initially at their
fair values at the acquisition date.
On an acquisition-by-acquisition basis, the Group
recognises any non-controlling interest in the acquiree
at the date of acquisition either at fair value or at the
non-controlling interest’s proportionate share of the
acquiree’s identifiable net assets.
The excess of (a) the consideration transferred, the
amount of any non-controlling interest in the acquiree
and the acquisition-date fair value of any previous
equity interest in the acquiree over the (b) fair value of
the identifiable net assets acquired is recorded as
goodwill. Please refer to the paragraph “Intangible
assets – Goodwill” for the subsequent accounting policy
on goodwill.
(iii) Disposals
When a change in the Group’s ownership interest in a
subsidiary results in a loss of control over the subsidiary,
the assets and liabilities of the subsidiary including any
goodwill are derecognised. Amounts previously
recognised in other comprehensive income in respect
of that entity are also reclassified to profit or loss or
transferred directly to retained earnings if required by a
specific Standard.
Any retained equity interest in the entity is remeasured
at fair value. The difference between the carrying
amount of the retained interest at the date when
control is lost and its fair value is recognised in profit or
loss.
in
Please refer to the paragraph “Investments
subsidiaries and associated companies”
the
accounting policy on investments in subsidiaries in the
separate financial statements of the Company.
for
49
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
i
l
s
g
n
d
o
H
I
8
NOTES
For the financial year ended 31 March 2020
TO THE FINANCIAL STATEMENTS
2. Significant accounting policies (continued)
2.5 Group accounting (continued)
(b)
Transactions with non-controlling interests
Changes in the Group’s ownership interest in a subsidiary
that do not result in a loss of control over the subsidiary are
accounted for as transactions with equity owners of the
Company. Any difference between the change in the
carrying amounts of the non-controlling interest and the fair
value of the consideration paid or received is recognised
within equity attributable to the equity holders of the
Company.
(c)
Associated companies
Associated companies are entities over which the Group has
significant
generally
accompanied by a shareholding giving rise to voting rights
of 20% and above but not exceeding 50%.
influence, but not
control,
Investments in associated companies is accounted for in the
consolidated financial statements using the equity method
of accounting less impairment losses, if any.
is
(i) Acquisitions
Investments
initially
in associated companies
recognised at cost. The cost of an acquisition is
measured at the fair value of the assets given, equity
instruments issued or liabilities incurred or assumed at
the date of exchange, plus costs directly attributable to
the acquisition. Goodwill on associated companies
represents the excess of the cost of acquisition of the
associated company over the Group’s share of the fair
value of the identifiable net assets of the associated
company and is included in the carrying amount of the
investments.
interest
Unrealised gains on transactions between the Group
and its associated companies are eliminated to the
extent of the Group's
in the associated
companies. Unrealised losses are also eliminated unless
the transactions provide evidence of impairment of the
assets
transferred. The accounting policies of
associated companies is changed where necessary to
ensure consistency with the accounting policies
adopted by the Group.
(iii) Disposals
interest
Investments in associated companies is derecognised
when the Group loses significant influence. If the
in the former associated
retained equity
company is a financial asset, the retained equity
interest is measured at fair value. The difference
between the carrying amount of the retained interest at
the date when significant influence is lost, and its fair
value and any proceeds on partial disposal,
is
recognised in profit or loss.
in
Please refer to the paragraph “Investments
the
for
subsidiaries and associated companies”
accounting policy on
in associated
companies and in the separate financial statements of
the Company.
investments
2.6 Property, plant and equipment
(a) Measurement
(i) Property, plant and equipment
Property, plant and equipment are initially recognised
less
at cost and subsequently carried at cost
accumulated
accumulated
depreciation
impairment losses.
and
(ii) Equity method of accounting
(ii) Components of costs
The cost of an item of property, plant and equipment
initially recognised includes its purchase price and any
cost that is directly attributable to bringing the asset to
the location and condition necessary for it to be capable
of operating in the manner intended by management.
from
the equity method of accounting,
Under
the
investments are initially recognised at cost and adjusted
thereafter to recognise Group’s share of its associated
companies’ post-acquisition profits or losses of the
investee in profit or loss and its share of movements in
other comprehensive income of the investee’s other
received or
income. Dividends
comprehensive
receivable
the associated companies are
recognised as a reduction of the carrying amount of the
investments. When the Group’s share of losses in an
associated company equals to or exceeds its interest in
the associated company, the Group does not recognise
further losses, unless it has legal or constructive
obligations to make, or has made, payments on behalf
of the associated company. If the associated company
subsequently reports profits, the Group resumes
recognising its share of those profits only after its share
of the profits equals the share of losses not recognised.
50
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
i
l
s
g
n
d
o
H
I
8
NOTES
For the financial year ended 31 March 2020
TO THE FINANCIAL STATEMENTS
2. Significant accounting policies (continued)
2.6 Property, plant and equipment (continued)
(b) Depreciation
Depreciation of property, plant and equipment is calculated
using the straight-line method to allocate their depreciable
amounts over their estimated useful lives as follows:
Office premises
Office equipment
Furniture and fittings
Motor vehicles
Useful lives
1 to 3 years
1 to 3 years
3 years
5 years
The residual values, estimated useful lives and depreciation
method of property, plant and equipment are reviewed,
and adjusted as appropriate, at each reporting date. The
effects of any revision are recognised in profit or loss when
the changes arise.
(c)
Subsequent expenditure
Subsequent expenditure relating to property, plant and
equipment that has already been recognised is added to the
carrying amount of the asset only when it is probable that
future economic benefits associated with the item will flow
to the entity and the cost of the item can be measured
reliably. All other repair and maintenance expenses are
recognised in profit or loss when incurred.
(d) Disposal
On disposal of an item of property, plant and equipment,
the difference between the disposal proceeds and its
carrying amount is recognised in profit or loss within “other
gains and (losses)”.
2.7 Intangible assets
(a) Goodwill
Goodwill on acquisitions of subsidiaries and businesses,
represents the excess of (i) the sum of the consideration
transferred, the amount of any non-controlling interest in
the acquiree and the acquisition-date fair value of any
previous equity interest in the acquiree over (ii) the fair
value of the identifiable net assets acquired. Goodwill on
subsidiaries is recognised separately as intangible assets
and carried at cost less accumulated impairment losses.
Goodwill on acquisitions of associated companies
represents the excess of the cost of the acquisition over the
Group’s share of the fair value of the identifiable net assets
acquired. Goodwill on associated companies is included in
the carrying amount of the investments.
Gains and losses on the disposal of subsidiaries and
associated companies include the carrying amount of
goodwill relating to the entity sold.
(b) Development of software
Research costs are recognised as an expense when incurred.
Costs directly attributable to the development of computer
software are capitalised as intangible assets only when
technical feasibility of the project is demonstrated, the
Group has an intention and ability to complete and use the
software and the costs can be measured reliably. Such costs
include purchases of materials and services and payroll-
related costs of employees directly involved in the project.
2.8 Investments
in subsidiaries and associated
companies
Investments in subsidiaries and associated companies are carried
at cost less accumulated impairment losses in the Company’s
statement of financial position. On disposal of such investments,
the difference between disposal proceeds and the carrying
amounts of the investments are recognised in profit or loss.
2.9 Impairment of non-financial assets
(a) Goodwill
Goodwill recognised separately as an intangible asset is
tested for impairment annually and whenever there is
indication that the goodwill may be impaired.
For the purpose of impairment testing of goodwill, goodwill
is allocated to each of the Group’s cash-generating-units
(“CGU”) expected to benefit from synergies arising from the
business combination.
An impairment loss is recognised when the carrying amount
of a CGU, including the goodwill, exceeds the recoverable
amount of the CGU. The recoverable amount of a CGU is the
higher of the CGU’s fair value less cost to sell and value-in-
use.
The total impairment loss of a CGU is allocated first to
reduce the carrying amount of goodwill allocated to the
CGU and then to the other assets of the CGU pro-rata on the
basis of the carrying amount of each asset in the CGU.
An impairment loss on goodwill is recognised as an expense
and is not reversed in a subsequent period.
51
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
i
l
s
g
n
d
o
H
I
8
NOTES
For the financial year ended 31 March 2020
TO THE FINANCIAL STATEMENTS
2. Significant accounting policies (continued)
2.10 Financial assets
2.9 Impairment of non-financial assets (continued)
(a) Classification and measurement
(b)
Intangible assets
Property, plant and equipment
Right-of-use assets
Investments in subsidiaries and associated companies
Intangible assets, property, plant and equipment, right-of-
use assets and investments in subsidiaries and associated
companies are tested for impairment whenever there is any
objective evidence or indication that these assets may be
impaired.
For the purpose of impairment testing, the recoverable
amount (i.e. the higher of the fair value less cost to sell and
the value-in-use) is determined on an individual asset basis
unless the asset does not generate cash inflows that are
largely independent of those from other assets. If this is the
case, the recoverable amount is determined for the CGU to
which the asset belongs.
If the recoverable amount of the asset (or CGU) is estimated
to be less than its carrying amount, the carrying amount of
the asset (or CGU) is reduced to its recoverable amount.
The difference between
the carrying amount and
recoverable amount is recognised as an impairment loss in
profit or loss.
An impairment loss for an asset other than goodwill is
reversed only if, there has been a change in the estimates
used to determine the asset’s recoverable amount since the
last impairment loss was recognised. The carrying amount
of this asset is increased to its revised recoverable amount,
provided that this amount does not exceed the carrying
amount that would have been determined (net of any
accumulated amortisation or depreciation) had no
impairment loss been recognised for the asset in prior
years.
A reversal of impairment loss for an asset other than
goodwill is recognised in profit or loss, unless the asset is
carried at revalued amount, in which case, such reversal is
treated as a revaluation increase. However, to the extent
that an impairment loss on the same revalued asset was
previously recognised as an expense, a reversal of that
impairment is also recognised in profit or loss.
The Group classifies its financial assets in the following
measurement categories:
• Amortised cost;
• Fair value through other comprehensive income (FVOCI);
and
• Fair value through profit or loss (FVPL).
The classification depends on the Group’s business model
for managing the financial assets as well as the contractual
terms of the cash flows of the financial asset.
The Group reclassifies debt investments when and only
when its business model for managing those assets changes.
At initial recognition
At initial recognition, the Group measures a financial asset
at its fair value plus, in the case of a financial asset not at
fair value through profit or loss, transaction costs that are
directly attributable to the acquisition of the financial asset.
Transaction costs of financial assets carried at fair value
through profit or loss are expensed in profit or loss.
At subsequent measurement
(i) Debt instruments
Debt instruments mainly comprise of cash and cash
equivalents, trade and other receivables, listed and
unlisted debt securities.
There are three subsequent measurement categories,
depending on the Group’s business model for managing
the asset and the contractual cash flow characteristics
of the asset:
• Amortised cost: Debt instruments 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. A gain or loss
on a debt investment that is subsequently measured
at amortised cost and is not part of a hedging
relationship is recognised in profit or loss when the
asset is derecognised or impaired. Interest income
from these financial assets is included in finance
income using the effective interest rate method.
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
l
i
s
g
n
d
o
H
I
8
52
NOTES
For the financial year ended 31 March 2020
TO THE FINANCIAL STATEMENTS
2. Significant accounting policies (continued)
2.10 Financial assets (continued)
(a) Classification and measurement (continued)
• FVOCI: Debt instruments that are held for collection
of contractual cash flows and for sale, and where the
assets’ cash flows represent solely payments of
principal and
interest, are classified as FVOCI.
Movements in fair values are recognised in Other
Comprehensive Income (OCI) and accumulated in fair
value reserve, except
the recognition of
impairment gains or losses, interest income and
losses, which are
foreign exchange gains and
recognised in profit and loss. When the financial asset
is derecognised, the cumulative gain or loss previously
recognised in OCI is reclassified from equity to profit
or loss and presented in “other gains/(losses)”.
is
Interest
recognised using the effective interest rate method
and presented in “interest income”.
income from these financial assets
for
• FVPL: Debt instruments that are held for trading as
well as those that do not meet the criteria for
classification as amortised cost or FVOCI are classified
as FVPL. Movement in fair values and interest income
that is not part of a hedging relationship is recognised
in profit or loss in the period in which it arises and
presented in “other gains/(losses)”.
(ii) Equity instruments
The Group subsequently measures all
its equity
investments at their fair values. Equity instruments are
classified as FVPL with movements in their fair values
recognised in profit or loss in the period in which the
changes arise and presented in “other gains/ (losses)”,
except where the Group has elected to classify the
investments as FVOCI.
Movements in fair values of investments classified as
FVOCI are presented as “fair value gains and losses” in
Other Comprehensive Income. Dividends from equity
investments are recognised in profit or loss as “dividend
income”.
(b)
Expected credit losses
The Group recognises an allowance for expected credit
losses (ECLs) for all debt instruments not held at FVPL. ECLs
are based on the difference between the contractual cash
flows due in accordance with the contract and all the cash
flows that the Group expects to receive, discounted at an
approximation of the original effective interest rate. The
expected cash flows will include cash flows from the sale of
collateral held or other credit enhancements that are
integral to the contractual terms.
ECLs are recognised in two stages. For credit exposures for
which there has not been a significant increase in credit risk
since initial recognition, ECLs are provided for credit losses
that result from default events that are possible within the
next 12-months (a 12-month ECL). For those credit
exposures for which there has been a significant increase in
credit risk since initial recognition, a loss allowance is
recognised for credit losses expected over the remaining life
of the exposure, irrespective of timing of the default (a
lifetime ECL).
For trade receivables, the Group applies a simplified
approach in calculating ECLs. Therefore, the Group does not
track changes in credit risk, but instead recognises a loss
allowance based on lifetime ECLs at each reporting date.
The Group has established a provision matrix that is based
on its historical credit loss experience, adjusted for forward-
looking factors specific to the debtors and the economic
environment which could affect debtors’ ability to pay.
For debt instruments at FVOCI, the Group applies the low
credit risk simplification. At every reporting date, the Group
evaluates whether the debt instrument is considered to
have low credit risk using all reasonable and supportable
information that is available without undue cost or effort. In
making that evaluation, the Company reassesses the
internal credit rating of the debt instrument. In addition, the
Company considers that there has been a significant
increase in credit risk when the contractual payments are
more than 90 days past due.
The Group considers a financial asset in default when
contractual payments are 90 days past due. However, in
certain cases, the Group may also consider a financial asset
to be default when
information
is unlikely to receive the
indicates that the Group
outstanding contractual amounts in full before taking into
account any credit enhancements held by the Group. A
financial asset is written off when there is no reasonable
expectation of recovering the contractual cash flows.
internal or external
(c)
Impairment
The Group assesses on a forward looking basis the expected
credit losses associated with its debt financial assets carried
at amortised cost and FVOCI. The impairment methodology
applied depends on whether there has been a significant
increase in credit risk.
For trade receivables, the Group applies the simplified
approach permitted by the FRS 109, which requires
expected lifetime losses to be recognised from initial
recognition of the receivables.
53
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
i
l
s
g
n
d
o
H
I
8
NOTES
For the financial year ended 31 March 2020
TO THE FINANCIAL STATEMENTS
2. Significant accounting policies (continued)
2.10 Financial assets (continued)
2.13 Fair value estimation of financial assets and
(d)
Recognition and derecognition
Regular way purchases and sales of financial assets are
recognised on trade date – the date on which the Group
commits to purchase or sell the asset.
Financial assets are derecognised when the rights to receive
cash flows from the financial assets have expired or have
been
transferred
substantially all risks and rewards of ownership.
the Group has
transferred and
On disposal of a debt instrument, the difference between
the carrying amount and the sale proceeds is recognised in
profit or loss. Any amount previously recognised in other
comprehensive income relating to that asset is reclassified
to profit or loss.
investment, the difference
On disposal of an equity
between the carrying amount and sales proceed
is
recognised in profit or loss if there was no election made to
in other comprehensive
recognise fair value changes
income. If there was an election made, any difference
between the carrying amount and sales proceed amount
would be recognised in other comprehensive income and
transferred to retained profits along with the amount
previously recognised in other comprehensive income
relating to that asset.
2.11 Offsetting of financial instruments
Financial assets and liabilities are offset and the net amount
reported in the consolidated statement of financial position when
there is a legally enforceable right to offset and there is an
intention to settle on a net basis or realise the asset and settle the
liability simultaneously.
2.12 Trade and other payables
Trade and other payables represent liabilities for goods and
services provided to the Group prior to the end of financial year
which are unpaid. They are classified as current liabilities if
payment is due within one year or less (or in the normal operating
cycle of the business if longer). Otherwise, they are presented as
noncurrent liabilities.
Trade and other payables are initially recognised at fair value, and
subsequently carried at amortised cost using the effective interest
method.
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
i
l
s
g
n
d
o
H
I
8
54
liabilities
The fair values of financial instruments traded in active markets
(such as exchange-traded and over-the-counter securities and
derivatives) are based on quoted market prices at the reporting
date. The quoted market prices used for financial assets are the
current bid prices; the appropriate quoted market prices used for
financial liabilities are the current asking prices.
The fair values of financial instruments that are not traded in an
active market are determined by using valuation techniques. The
Group uses a variety of methods and makes assumptions based
on market conditions that are existing at each reporting date.
Where appropriate, quoted market prices or dealer quotes for
similar instruments are used. Valuation techniques, such as
discounted cash flow analysis, are also used to determine the fair
values of the financial instruments.
2.14 Leases
The accounting policy for lease before 1 April 2019 are as follows:
(a) When the Group is the lessee
The Group leases motor vehicles under finance leases and
office premises and event spaces under operating leases
from non-related parties.
•
Lessee - Finance leases
Leases where the Group assumes substantially all risks
and rewards incidental to ownership of the leased
assets are classified as finance leases.
The leased assets and the corresponding lease liabilities
(net of finance charges) under finance leases are
recognised on the consolidated statement of financial
position as property, plant and equipment and
borrowings respectively, at the inception of the leases
based on the lower of the fair value of the leased assets
and the present value of the minimum lease payments.
Each lease payment is apportioned between the finance
expense and the reduction of the outstanding lease
liability. The finance expense is recognised in profit or
loss on a basis that reflects a constant periodic rate of
interest on the finance lease liability.
•
Lessee - Operating leases
Leases where substantially all risks and rewards
incidental to ownership are retained by the lessors are
classified as operating leases. Payments made under
operating leases (net of any incentives received from
the lessors) are recognised in profit or loss on a straight-
line basis over the period of the lease.
Contingent rents are recognised as an expense in profit
or loss when incurred.
NOTES
For the financial year ended 31 March 2020
TO THE FINANCIAL STATEMENTS
2. Significant accounting policies (continued)
2.14 Leases (continued)
(b) When the Group is the lessor:
The Group leases event rental space under operating leases
to non-related parties.
•
Lessor - Operating leases
Leases of event rental spaces where the Group retains
incidental to
substantially all risks and rewards
ownership are classified as operating leases. Rental
income from operating leases (net of any incentives
given to the lessees) is recognised in profit or loss on a
straight-line basis over the lease term.
Initial direct costs incurred by the Group in negotiating
and arranging operating leases are added to the
carrying amount of the leased assets and recognised as
an expense in profit or loss over the lease term on the
same basis as the lease income.
Contingent rents are recognised as income in profit or
loss when earned.
The accounting policy for leases from 1 April 2019 are as follows:
(a) When the Group is the lessee:
At the inception of the contract, the Group assesses if the
contract contains a lease. A contract contains a lease if the
contract convey the right to control the use of an identified
asset for a period of time in exchange for consideration.
Reassessment
is only required when the terms and
conditions of the contract are changed.
• Right-of-use assets
The Group recognised a right-of-use asset and lease
liability at the date which the underlying asset is
available for use. Right-of-use assets are measured at
cost which comprises the initial measurement of lease
liabilities adjusted for any lease payments made at or
before the commencement date and lease incentive
received. Any initial direct costs that would not have
been incurred if the lease had not been obtained are
added to the carrying amount of the right-of-use assets.
the
These right-of-use asset is subsequently depreciated
using
the
straight-line method
commencement date to the earlier of the end of the
useful life of the right-of-use asset or the end of the
lease term.
from
Right-of-use assets (except for those which meets the
definition of an investment property) are presented
within “Property, plant and equipment”.
•
Lease liabilities
The initial measurement of lease liability is measured at
the present value of the lease payments discounted
using the implicit rate in the lease, if the rate can be
readily determined. If that rate cannot be readily
determined, the Group shall use
incremental
borrowing rate.
its
Lease payments include the following:
-
-
-
-
-
fixed
in-substance
Fixed payment
(including
payments), less any lease incentives receivables;
Variable lease payment that are based on an index
or rate, initially measured using the index or rate as
at the commencement date;
Amount expected to be payable under residual
value guarantees
The exercise price of a purchase option if is
reasonably certain to exercise the option; and
Payment of penalties for terminating the lease, if
the lease term reflects the Group exercising that
option.
For contract that contain both lease and non-lease
components, the Group allocates the consideration to
each lease component on the basis of the relative stand-
alone price of the lease and non-lease component. The
Group has elected to not separate lease and non lease
component for property leases and account these as
one single lease component.
Lease liability is measured at amortised cost using the
effective
liability shall be
remeasured when:
interest method. Lease
-
-
-
There is a change in future lease payments arising
from changes in an index or rate;
There is a changes in the Group’s assessment of
whether it will exercise an extension option; or
There are modification
in the scope or the
consideration of the lease that was not part of the
original term.
Lease liability is remeasured with a corresponding
adjustment to the right-of-use asset, or is recorded in
profit or loss if the carrying amount of the right-of-use
asset has been reduced to zero.
•
Short term and low value leases
The Group has elected to not recognised right-of-use
assets and lease liabilities for short-term leases that
have lease terms of 12 months or less and leases of low
value leases, except for sublease arrangements. Lease
payments relating to these leases are expensed to profit
or loss on a straight-line basis over the lease term.
55
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
i
l
s
g
n
d
o
H
I
8
NOTES
For the financial year ended 31 March 2020
TO THE FINANCIAL STATEMENTS
2. Significant accounting policies (continued)
2.14 Leases (continued)
(b) When the Group is the lessor:
The accounting policy applicable to the Group as a lessor in
the comparative period were the same under FRS 16 except
when the Group is an intermediate lessor.
In classifying a sublease, the Group as an intermediate
lessor classifies the sublease as a finance or an operating
lease with reference to the right of-use asset arising from
the head lease, rather than the underlying asset.
When the sublease is assessed as a finance lease, the Group
derecognises the right-of-use asset relating to the head
lease that it transfers to the sublessee and recognised the
net investment in the sublease within “Trade and other
receivables”. Any differences between the right-of-use
asset derecognised and the net investment in sublease is
recognised in profit or loss. Lease liability relating to the
head lease is retains in the balance sheet, which represents
the lease payments owed to the head lessor.
When the sublease is assessed as an operating lease, the
Group recognise lease income from sublease in profit or loss
within “Other income”. The right-of-use asset relating to the
head lease is not derecognised.
For contract which contains
lease and non-lease
components, the Group allocates the consideration based
on a relative stand-alone selling price basis.
A deferred income tax asset is recognised to the extent that it is
probable that future taxable profit will be available against which
the deductible temporary differences and tax losses can be
utilised.
Deferred income tax is measured:
(i)
(ii)
at the tax rates that are expected to apply when the related
deferred income tax asset is realised or the deferred income
tax liability is settled, based on tax rates and tax laws that
have been enacted or substantively enacted by the end of
the reporting period; and
based on the tax consequence that will 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.
Current and deferred income taxes are recognised as income or
expense in profit or loss, except to the extent that the tax arises
from a business combination or a transaction which is recognised
directly
in equity. Deferred tax arising from a business
combination is adjusted against goodwill on acquisition.
The Group accounts for investment tax credits (for example,
productivity and innovative credit) similar to accounting for other
tax credits where deferred tax asset is recognised for unused tax
credits to the extent that it is probable that future taxable profit
will be available against which the unused tax credit can be
utilised.
2.15 Income taxes
2.16 Provisions
Current income tax for current and prior periods is recognised at
the amount expected to be paid to or recovered from the tax
authorities, using the tax rates and tax laws that have been
enacted or substantively enacted at the end of reporting period.
Management periodically evaluates positions taken in tax returns
with respect to stiuations in which applicable tax regulation is
subject to
It establishes provisions, where
appropriate, on the basis of amounts expected to be paid to the
tax authorities.
interpretation.
Deferred income tax is recognised for all temporary differences
arising between the tax bases of assets and liabilities and their
carrying amounts in the financial statements except when the
deferred income tax arises from the initial recognition of goodwill
or an asset or liability in a transaction that is not a business
combination and affects neither accounting nor taxable profit or
loss at the time of the transaction.
A deferred income tax liability is recognised on temporary
differences arising on investments in subsidiaries and associated
companies, except where the Group is able to control the timing
of the reversal of the temporary difference and it is probable that
the temporary difference will not reverse in the foreseeable
future.
56
Provisions are measured at the present value of the expenditure
expected to be required to settle the obligation using a pre-tax
discount rate that reflects the current market assessment of the
time value of money and the risks specific to the obligation. The
increase in the provision due to the passage of time is recognised
in the statement of comprehensive income as finance expense.
Changes in the estimated timing or amount of the expenditure or
discount rate are recognised in profit or loss when the changes
arise.
2.17 Employee compensation
Employee benefits are recognised as an expense, unless the cost
qualifies to be capitalised as an asset.
Defined contribution plans
Defined contribution plans are post-employment benefit plans
under which the Group pays fixed contributions into separate
entities such as the Central Provident Fund on a mandatory,
contractual or voluntary basis. The Group has no further payment
obligations once the contributions have been paid.
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
i
l
s
g
n
d
o
H
I
8
NOTES
For the financial year ended 31 March 2020
TO THE FINANCIAL STATEMENTS
2. Significant accounting policies (continued)
2.17 Employee compensation (continued)
Short-term compensated absences
Employee entitlements to annual leave are recognised when they
accrue to employees. A provision is made for the estimated
liability for annual leave as a result of services rendered by
employees up to the reporting date.
Employee share plan
The Group maintained an incentive securities plan pursuant to
which the Company can offer shares to eligible employees to
subscribe at a discounted price. The discounted value, based on
the difference between the issue price and the market price on
the date of issuance, is recognised as expense in profit or loss.
2.18 Currency translation
(a)
(b)
(c)
Functional and presentation currency
Items included in the financial statements of each entity in
the Group are measured using the currency of the primary
economic environment
in which the entity operates
(“functional currency”). The financial statements are
presented in Singapore Dollars, which is the functional
currency of the Company.
Transactions and balances
Transactions in a currency other than the functional
currency (“foreign currency”) are translated
into the
functional currency using the exchange rates at the dates of
the transactions. Currency exchange differences resulting
from the settlement of such transactions and from the
translation of monetary assets and liabilities denominated
in foreign currencies at the closing rates at the reporting
date are recognised in profit or loss.
Translation of Group entities’ financial statements
The results and financial position of all the Group entities
(none of which has the currency of a hyperinflationary
economy) that have a functional currency different from the
presentation currency are translated into the presentation
currency as follows:
(i)
(ii)
(iii)
assets and liabilities are translated at the closing
exchange rates at the reporting date;
income and expenses are translated at average
exchange rates (unless the average is not a reasonable
approximation of the cumulative effect of the rates
prevailing on the transaction dates, in which case
income and expenses are translated using the
exchange rates at the dates of the transactions); and
all resulting currency translation differences are
income and
in other comprehensive
recognised
accumulated in the currency translation reserve.
These currency translation differences are reclassified
to profit or loss on disposal or partial disposal of the
entity giving rise to such reserve.
Goodwill and fair value adjustments arising on the
acquisition of foreign operations are treated as assets and
liabilities of the foreign operations and translated at the
closing rates at the reporting date.
2.19 Segment reporting
Operating segments are reported in a manner consistent with the
internal reporting provided to the executive committee whose
members are responsible for allocating resources and assessing
performance of the operating segments.
2.20 Cash and cash equivalents
For the purpose of presentation in the consolidated statement of
cash flows, cash and cash equivalents include cash on hand,
deposits with financial institutions which are subject to an
insignificant risk of change in value. For cash subjected to
restriction, assessment is made on the economic substance of the
restriction and whether they meet the definition of cash and cash
equivalents.
2.21 Share capital
Ordinary shares are classified as equity. Incremental costs directly
attributable to the issuance of new ordinary shares are deducted
against the share capital account.
2.22 Redeemable participating shares
Redeemable participating shares are redeemable at the option of
the unit holders and providing the investors with the right to
require redemption for cash at the value proportionate to the
investor’s share
fund’s net assets. Profit/(losses)
attributable to the holders of redeemable participating shares
liabilities of redeemable
were recorded as part of the
participating shares.
in the
57
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
i
l
s
g
n
d
o
H
I
8
NOTES
For the financial year ended 31 March 2020
TO THE FINANCIAL STATEMENTS
3. Critical accounting estimates, assumptions
and judgements
Estimates, assumptions and
judgements are continually
evaluated and are based on historical experience and other
factors, including expectations of future events that are believed
to be reasonable under the circumstances.
d)
3.1 Critical judgements in applying the entity’s
accounting policies
Deferred tax assets
Deferred tax assets in respect of current and prior period
accumulated tax losses are not (unless related to overseas
jurisdictions) recognised at balance sheet date as
management has assessed that it is not probable that
sufficient taxable surplus will be available to allow all or part
of the deferred income tax assets to be utilised.
a.
b.
Determination of lease term of contracts with extension
options
As at 31 March 2020, the Group’s lease liabilities, which are
measured with reference to an estimate of the lease term,
amounted to S$1,214,512, of which none arose from
extension options. Extension option is included in the lease
term if the lease is reasonably certain to be extended. In
determining the lease term, management considers all facts
and circumstances that create an economic incentive to
exercise the extension option.
For leases of office premises, the following factors are
considered to be most relevant:
• If any leasehold improvements are expected to have a
significant remaining value, the Group typically includes
the extension option in lease liabilities;
• Otherwise, the Group considers other factors including its
costs required to obtain replacement assets, and business
disruptions.
As at 31 March 2020, the Group did not include the
extension option in the lease term for leases of office
premises as it is not certain that the extension options will
be exercised.
Leases – estimating the incremental borrowing rate
The Group cannot readily determine the interest rate
implicit in the lease, therefore, it uses its incremental
borrowing rate to measure lease liabilities. The incremental
borrowing rate is the rate of interest that the Group would
have to pay to borrow over a similar term, and with a similar
security, the funds necessary to obtain an asset of a similar
value to the right-of-use asset in a similar economic
environment. The incremental borrowing rate therefore
reflects what the Group ‘would have to pay’, which requires
estimation when no observable rates are available or when
they need to be adjusted to reflect the terms and conditions
incremental
of the
borrowing rate using observable inputs (such as market
interest rates) when available and is required to make
certain entity-specific estimates.
lease. The Group estimates the
c)
Intangible assets
Management’s judgement is applied to depreciation rates
and useful lives.
58
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
l
i
s
g
n
d
o
H
I
8
NOTES
For the financial year ended 31 March 2020
TO THE FINANCIAL STATEMENTS
4. Revenue and investment income/(loss)
5. Other gains and other income
Other gains
Gain on foreign exchange - net
Other income
Interest income
Others
Group
2020
S$
2019
S$
73,980
88,511
207,524
295,627
503,151
357,468
474,967
832,435
Revenue
Type of good or service
Rendering of services
Financial education program sales
Advertising income
Non-financial education program
sales
Others
Digital marketing and production
income
Commission and referral income
Sale of goods
Total revenue
Timing of transfer of good or service
At a point in time
Over time
Investment losses from public
markets
Fair value loss on investment
securities
Gain on sale of investment securities
Dividend income
Group
2020
S$
2019
S$
10,271,701 14,292,156
1,346,187
94,097
508,999
990,108
4,113,544
179,201
608,606
2,338,728
11,864,905 22,878,422
-
-
-
2,466,802
11,864,905 25,345,224
10,909,106 25,186,004
159,240
11,864,905 25,345,224
955,799
(3,334,810)
162,778
648,137
(2,523,895)
(8,908,419)
720,961
1,331,925
(6,855,533)
Investment income from private
markets
Net gain on disposal of subsidiaries
Net gain on disposal of an associate
51,977
5,320
529,776
-
Total investment loss
(2,466,598)
(6,325,757)
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
l
i
s
g
n
d
o
H
I
8
59
NOTES
For the financial year ended 31 March 2020
TO THE FINANCIAL STATEMENTS
6. Expenses by nature
7. Employee compensation
Group
2020
S$
2019
S$
4,354,538
7,200,623
531,612
295,596
-
5,181,746
785,262
282,468
104,765
8,373,118
Group
2020
S$
2019
S$
111,067
36,981
85,333
177,937
Wages and salaries
Employer’s contribution to defined
14,558
-
14,040
1,042
contribution plans
Other short-term benefits
Employee share plan
1,737,126
5,181,746
87,757
420,762
279,333
210,956
2,715,998
543,391
206,435
172,179
204,782
274,025
158,152
189,140
174,822
63,140
117,556
206,458
-
158,481
-
472,637
-
-
2,265
-
655,665
8,373,118
1,906,246
652,070
516,102
436,379
5,334,865
706,650
2,071,183
346,990
200,805
348,992
1,339,482
126,971
49,054
71,937
91,230
309,485
2,187,125
61,045
50,000
248,483
33,343
275,000
-
30,000
62,635
47,983
59,908
-
509,520
36,103
-
892,401
1,849,556
1,620,510
Audit fees paid to:
- Auditors of the Company
- Other auditors
Non-audit fees paid to:
- Auditors of the Company
- Other auditors
Depreciation of property, plant and
equipment (Note 13)
Employee compensation (Note 7)
Rental expense on operating leases
Travelling expense
Professional fees
Commission
Marketing expenses
Credit card charges
Trainer fees
Event expenses
Food catering expense
Book and printing expenses
Other program costs
Investment related expense
Corporate expenses
Training costs
AGM expenses
Office expenses
Advertising expenses
Amortisation of intangible assets
Amortisation of prepayments
Information technology cost
Property, plant and equipment
written off
Prepayment written off
Bad debt written off
Investment impairment
Credit loss allowance
- Trade receivables
- Other receivables
Digital & media production costs
Cost of inventories
Other expenses
Total cost of sales and services,
administrative expenses,
marketing and other operating
expenses
14,419,793 31,099,142
60
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
l
i
s
g
n
d
o
H
I
8
NOTES
For the financial year ended 31 March 2020
TO THE FINANCIAL STATEMENTS
8.
Income taxes
(a)
Income tax expense
Tax expense attributable to profit is
made up of:
- Loss for the financial year:
Current income tax
- Singapore
- Foreign
Deferred income tax (Note 22)
- (Over)/under provision in prior
financial years:
Current income tax
Deferred income tax (Note 22)
Group
2020
S$
2019
S$
-
233,019
233,019
(86,058)
146,961
54,750
118,575
173,325
34,606
207,931
(5,358)
9,587
151,190
124,614
-
332,545
(b) Movement in current income tax assets/(liabilities):
Beginning of financial year
Disposal of subsidiaries
Income tax paid
Tax expense
Over/(under) provision in prior
financial years
End of financial year
The tax on the Group’s loss before income tax differs from the
theoretical amount that would arise using the Singapore standard
rate of income tax as follows:
Current income tax asset
Current income tax liabilities
Loss before income tax
Share of loss/(profit) of an associated
company, net of tax
Loss before income tax and share of
loss/(profit) of associated
company
Tax calculated at tax rate of 17%
(2019: 17%)
Effects of:
- different tax rates in other
countries
- tax exemption
- expenses not deductible for tax
purposes
- deferred tax assets not recognised
- others
- Under provision of tax in prior
financial years
Tax charge
Group
2020
S$
2019
S$
(3,835,738) (10,851,868)
Beginning of financial year
Under provision in prior financial
63,836
(46,114)
years
End of financial year
(3,771,902) (10,897,982)
(641,223)
(1,852,657)
157,370
-
376,918
101,875
(29,925)
1,080,161
186,124
67,772
835,103
73,374
4,229
151,190
124,614
332,545
Group
2020
S$
2019
S$
106,940
-
249,843
(233,019)
(235,094)
66,172
573,801
(173,325)
5,358
129,122
(124,614)
106,940
Group
2020
S$
2019
S$
129,122
-
129,122
213,438
(106,498)
106,940
Company
2020
S$
2019
S$
3,959
3,959
(3,959)
-
-
3,959
61
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
i
l
s
g
n
d
o
H
I
8
NOTES
For the financial year ended 31 March 2020
TO THE FINANCIAL STATEMENTS
9. Earnings per share
10. Cash and cash equivalents
Net loss attributable to equity
holders of the Company (S$)
Weighted average number of
ordinary shares outstanding for
basic earnings per share
Basic earnings per share (S$ per
2020
2019
(3,679,184) (10,198,735)
361,898,001 362,482,465
share)
(0.010)
(0.028)
Cash at bank and on hand
Short-term bank deposits
Group
2020
S$
2019
S$
15,432,385
3,010,000
18,442,385
8,748,184
3,634,597
12,382,781
Company
2020
S$
2019
S$
Cash at bank and on hand
8,100,084
1,111,714
Disposal of a subsidiary
In November 2019, the Group disposed of its 61.2%-owned
subsidiary (effective
interest: 39.78%), Shanghai Rong Dao
Culture Communication Co. Ltd. The effects of the disposal on the
cash flows of the Group were:
Carrying amounts of assets and liabilities as at the
date of disposal:
Cash and cash equivalents
Property, plant and equipment
Trade and other receivables
Financial assets, at FVPL
Total assets
Trade and other payables
Unearned revenue
Total liabilities
Net assets derecognised
Less: Non-controlling interests
Net assets disposed off
Cash outflows arising from disposal:
Net assets disposed off (as above)
Gain on disposal
Cash proceeds on disposal
Less: Cash and cash equivalents in subsidiary
disposed off
Net cash outflow on disposal
Group
At November
2019
S$
171,908
60,897
919,931
3,993
1,156,729
2,466
949,525
951,991
204,738
(123,293)
81,445
81,445
51,977
133,422
(171,908)
(38,486)
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
i
l
s
g
n
d
o
H
I
8
62
NOTES
For the financial year ended 31 March 2020
TO THE FINANCIAL STATEMENTS
11. Trade and other receivables
Current
Trade receivables
Group
2020
S$
2019
S$
(a)
Trade receivables are non-interest bearing and are
generally on 30 to 60 days’ terms. There is no other class of
financial assets that is past due and/or impaired except for
trade receivables.
- Non-related parties (a)
455,836
301,209
Other receivables
- Non-related parties (b)
- Others
Deposits
Prepayments
Credit loss allowance (Note 26(b))
Non-current
Other receivables (c)
Current
Other receivables
- Non-related parties (b)
- Subsidiaries (d)
- Others
Prepayments
Credit loss allowance (Note 26(b))
Non-current
Other receivables (c)
618,237
708,564
2,976,464
676,331
736,981
202,199
(193,949)
2,527,868
529,547
371,450
(81,166)
4,773,835
1,242,922
931,673
Company
2020
S$
2019
S$
618,237
2,976,464
4,274,318 10,060,349
8,195
24,150
45,526
(56,412)
46,936
(6,264)
4,905,819 13,085,680
1,242,922
947,240
Receivables that were past due but not impaired
The Group has trade receivables amounting to S$25,816 as
at 31 March 2020 and S$138,709 as at 1 April 2019 that are
past due but not impaired. These receivables are unsecured
and the analysis of their aging at the end of the reporting
period is as follows:
Trade receivables past due but
not impaired:
Lesser than 30 days
31-60 days
More than 60 days
Group
2020
S$
2019
S$
12,977
12,839
-
25,816
30,468
58,903
49,338
138,709
Receivable that were past due but impaired
There were no receivable that were past due and impaired.
Expected credit losses
The movement in allowance for expected credit losses of
trade receivables computed based on lifetime ECL are as
follows:
Movement in allowance
accounts
At 1 April
Charge for the year
Disposal of subsidiaries
Group
2020
S$
2019
S$
74,902
62,635
-
137,537
163,421
36,103
(124,622)
74,902
(b)
(c)
Included in the current other receivable is a loan made to a
non-related developer amounting to S$561,825 (2019:
S$532,125). The loan is secured by guarantee, bears interest
at 6% per annum and is repayable in full by December 2020.
Non-current other receivables fair value approximates
carrying amount.
in the non-current other
receivables are loans to third parties of S$1,242,922 (2019:
S$691,673). The loans bear interest at 4.5% to 6% per
annum.
Included
(d)
Transactions with subsidiaries were made on normal
commercial terms and conditions.
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
l
i
s
g
n
d
o
H
I
8
63
NOTES
For the financial year ended 31 March 2020
TO THE FINANCIAL STATEMENTS
12. Financial assets, at FVPL
Fair value through profit or loss:
Listed securities
- Equity securities - Australia
- Equity securities - Japan
- Equity securities - India
- Equity securities - China
- Equity securities - Hong Kong
- Equity securities - America
- Equity securities - Taiwan
- Equity securities - Malaysia
- Equity securities - Singapore
Fair value through profit or loss:
Listed securities
- Equity securities - Japan
- Equity securities - Hong Kong
- Equity securities - Singapore
Group
2020
S$
2019
S$
528,468
549,892
1,012,069
1,408,367
4,457,406
214,609
5,395,630
187,696
604,344
14,358,481
4,882,521
1,933,177
3,004,606
1,241,926
976,430
300,568
6,626,373
181,542
1,232,005
20,379,148
Company
2020
S$
2019
S$
26,751
5,290
-
32,041
-
-
46,444
46,444
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
l
i
s
g
n
d
o
H
I
8
64
NOTES
For the financial year ended 31 March 2020
TO THE FINANCIAL STATEMENTS
13. Property, plant and equipment
Group
2020
Cost
Beginning of financial year
Adoption of FRS 116 (Note 2.1)
Currency translation differences
Disposal of subsidiaries
Additions
End of financial year
Accumulated depreciation
Beginning of financial year
Adoption of FRS 116
Currency translation differences
Disposal of subsidiaries
Depreciation charge (Note 6)
End of financial year
Net book value
End of financial year
2019
Cost
Beginning of financial year
Currency translation differences
Disposal of subsidiary
Additions
Written off
End of financial year
Accumulated depreciation
Beginning of financial year
Currency translation differences
Disposal of subsidiary
Depreciation charge (Note 6)
Written off
End of financial year
Net book value
End of financial year
Office
premises
S$
Office
equipment
S$
Furniture and
fittings
S$
Motor
vehicles
S$
Total
S$
-
2,497,157
2,497,157
8,693
-
70,928
2,576,778
-
-
-
6,256
-
1,381,191
1,387,447
563,158
-
563,158
1,282,626
-
1,282,626
104,128
-
104,128
(1,829)
(64,397)
95,665
592,597
484
(65,393)
102,965
1,320,682
(345)
-
-
103,783
454,278
-
454,278
(1,239)
(38,663)
77,632
492,008
802,026
-
802,026
(1,274)
(30,230)
257,654
1,028,176
67,683
-
67,683
(116)
-
20,649
88,216
1,949,912
2,497,157
4,447,069
7,003
(129,790)
269,558
4,593,840
1,323,987
-
1,323,987
3,627
(68,893)
1,737,126
2,995,847
1,189,331
100,589
292,506
15,567
1,597,993
-
-
-
-
-
-
-
-
-
-
-
-
-
775,657
(6,753)
(224,165)
114,126
(95,707)
563,158
1,464,815
(10,442)
(261,181)
172,019
(82,585)
1,282,626
181,616
(4,735)
(164,253)
91,500
-
104,128
2,422,088
(21,930)
(649,599)
377,645
(178,292)
1,949,912
419,154
(2,657)
(33,885)
158,642
(86,976)
454,278
559,878
(5,056)
(149,064)
454,241
(57,973)
802,026
86,590
(2,872)
(58,817)
42,782
-
67,683
1,065,622
(10,585)
(241,766)
655,665
(144,949)
1,323,987
108,880
480,600
36,445
625,925
Right-of-use of assets acquired under leasing arrangements are presented together with the owned assets of the same class. Details of such
leased assets are disclosed in Note 19(a).
65
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
l
i
s
g
n
d
o
H
I
8
NOTES
For the financial year ended 31 March 2020
TO THE FINANCIAL STATEMENTS
14. Intangible assets
15. Investment in an associated company
Composition:
Goodwill (a)
Software Development
Expenditure (b)
(a) Goodwill arising on consolidation
Cost
Beginning of financial year
Disposal of a subsidiary
End of financial year
Accumulated impairment
Beginning of financial year
Impairment charge
End of financial year
Net book value
Group
2020
S$
2019
S$
Group
2020
S$
2019
S$
-
-
Investment in an associated
company
-
1,294,603
Beginning of financial year
Share of profit/(loss) of associated
company
Disposal
Translation difference
End of financial year
1,294,603
1,263,908
(29,652)
(1,270,680)
5,729
-
46,114
-
(15,419)
1,294,603
In January 2020, the Group disposed the associated company, CT
Hardware Sdn Bhd for a consideration of S$1,276,000.
430,439
430,439
183,138
183,138
Group
2020
S$
2019
S$
1,676,119
-
1,676,119
1,688,861
(12,742)
1,676,119
(1,676,119)
-
(1,676,119)
-
-
(1,676,119)
(1,676,119)
-
(b)
Software Development Expenditure
Cost
Beginning of financial year
Additions
End of financial year
Accumulated amortisation
Beginning of financial year
Amortisation charge
End of financial year
Group
2020
S$
2019
S$
244,183
405,782
649,965
-
244,183
244,183
61,045
158,481
219,526
-
61,045
61,045
Net book value
430,439
183,138
Amortisation expense
the
comprehensive income is analysed as follows:
included
in
statement of
Group
2020
S$
2019
S$
Administrative expenses
158,481
61,045
66
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
i
l
s
g
n
d
o
H
I
8
In prior year, the Company had provided an impairment loss of
S$11,881,638 representing the write-down of the carrying value
of the subsidiaries to the recoverable amount as the investment
no longer represented by the Company’s interest in net assets of
the investees.
NOTES
For the financial year ended 31 March 2020
TO THE FINANCIAL STATEMENTS
16. Investments in subsidiaries
Equity investments at cost
Beginning of financial year
Increase in investment
Impairment of investment
End of financial year
Company
2020
S$
2019
S$
200,653
18,125,797 28,288,147
1,719,288
(2,647,688) (11,881,638)
15,678,762 18,125,797
The Group has the following subsidiaries as at 31 March 2020 and 2019:
Name
Principal activities
Country of
business/
incorporation
Proportion
of ordinary
shares
directly held
by parent
2020
%
2019
%
Proportion
of ordinary
shares held
by the Group
2019
2020
%
%
Proportion
of ordinary
shares held
by non-
controlling
interests
2020
%
2019
%
-
-
-
-
-
-
Held by the Company:
8 Investment Pte. Ltd.
Business management consultancy Singapore
100
100
100
100
Hidden Champions Capital
Management Pte. Ltd.
Registered fund management
company
Singapore
100
100
100
100
8IH Global Limited
Investment trading
Mauritius
100
100
100
100
8VIC Holdings Limited
8Bit Global Pte. Ltd.
Investment holding and
management consultancy services
Computer programming and data
processing and hosting
Singapore
79.9
79.9
79.9
79.9
20.1
20.1
Singapore
42
50
82.8
85.5
17.2
14.5
8 Business Pte. Ltd.
Dormant
Singapore
100
100
100
100
-
-
Held through 8VIC Holdings Limited
8VI Global Pte. Ltd. (formerly
known as 8VIC Global Pte.
Limited)
Seminar and programs organiser
Singapore
Held through 8VI Global Pte. Ltd
8VIC Malaysia Sdn. Bhd.
Seminar and programs organiser Malaysia
8VIC Taiwan Co., Ltd
Seminar and programs organiser
Taiwan
8VIC (Thailand) Company Limited
Seminar and programs organiser
Thailand
8VI China Pte. Ltd. (formerly known
Business management consultancy Singapore
as 8IH China Pte. Ltd.)
8VIC (Australia) Pty Ltd
Dormant
8VIC Singapore Pte. Ltd.
Dormant
Value Investing College Pte. Ltd.
Dormant
Australia
Singapore
Singapore
-
-
-
-
-
-
-
-
-
79.9
79.9
20.1
20.1
-
-
-
-
-
-
-
79.9
79.9
20.1
20.1
55.9
55.9
44.1
44.1
72.3
55.9
27.7
44.1
52
65
48
35
79.9
71.9
20.1
28.1
79.9
47.9
20.1
52.1
79.9
79.9
20.1
20.1
67
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
l
i
s
g
n
d
o
H
I
8
NOTES
For the financial year ended 31 March 2020
TO THE FINANCIAL STATEMENTS
16. Investments in subsidiaries (continued)
The Group has the following subsidiaries as at 31 March 2020 and 2019: (continued)
Country of
business/
incorporation
Proportion
of ordinary
shares
directly held
by parent
2020
%
2019
%
Proportion
of ordinary
shares held
by the Group
2019
2020
%
%
Proportion
of ordinary
shares held
by non-
controlling
interests
2020
%
2019
%
Name
Principal activities
Held through 8VIC Malaysia Sdn. Bhd.
8VIC JooY Media Sdn. Bhd.
Agency and media
Held through 8VI China Pte. Ltd.
8IH China (Shanghai) Co. Ltd
信益安（上海）实业有限公司
Business and management
consultancy services
Shanghai Rong Dao Culture
Communication Co. Ltd
上海融道文化传播有限公司
Seminar and programs organiser
Held through 8 Investment Pte. Ltd.
Vue at Red Hill Pte. Ltd.
Dormant
Fusion 462 Pte. Ltd.
Struck off
Oxford Views Pte. Ltd.
Struck off
Malaysia
People’s
Republic of
China
People’s
Republic of
China
Singapore
Singapore
Singapore
Held through 8IH Global Limited
Hidden Champions Fund
Investment trading
Mauritius
-
-
-
-
-
-
-
-
-
-
-
-
-
-
55.9
55.9
44.1
44.1
52
65
48
35
-
44.2
-
55.8
100
100
-
-
100
100
100
100
-
-
-
-
-
-
-
-
Significant restrictions
Summarised statement of financial position
Cash and short-term deposits of S$130,608 (2019: S$337,646) are
held in the People’s Republic of China and are subject to local
exchange control regulations. These local exchange control
regulations provide for restrictions on exporting capital from the
country, other than through normal dividends.
Carrying value of non-controlling
interests
8VIC Holdings Limited and its
subsidiaries
Others
Total
2020
S$
2019
S$
1,058,535
-
1,058,535
1,091,789
(335,087)
756,702
Summarised financial information of subsidiaries with material
non-controlling interests
Set out below are the summarised financial information for each
subsidiary that has non-controlling interests that are material to
the Group. These are presented before
inter-company
eliminations.
68
8VIC Holdings
Limited and
its
subsidiaries
31 March
2020
S$
8VIC Holdings
Limited and
its
subsidiaries
31 March
2019
S$
9,691,674
(6,757,125)
2,934,549
6,401,544
(3,161,976)
3,239,568
2,284,393
(71,574)
2,212,819
856,468
(21,857)
834,611
Current
Assets
Liabilities
Total current net assets
Non-current
Assets
Liabilities
Total non-current net assets
Net assets
5,147,368
4,074,179
Non-controlling interests
243,255
303,138
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
i
l
s
g
n
d
o
H
I
8
NOTES
For the financial year ended 31 March 2020
TO THE FINANCIAL STATEMENTS
16. Investments in subsidiaries (continued)
Summarised statement of comprehensive income
Current year disposal of a subsidiary
In November 2019, the Group disposed of its 61.2%-owned
subsidiary, Shanghai Rong Dao Culture Communication Co. Ltd.
(“Rong Dao”). The effects of the disposal were as follows:
Cash consideration
Carrying amounts of assets and liabilities disposed of
Cash and cash equivalents
Property, plant and equipment
Trade and other receivables
Financial assets, at FVPL
Trade and other payables
Unearned revenue
Net assets derecognised
Less: Non-controlling interests
Net assets disposed off
Gain from sale of Rong Dao
2020
S$
133,422
171,908
60,897
919,931
3,993
(2,466)
(949,525)
204,738
(123,293)
81,445
51,977
8VIC Holdings
Limited and
its
subsidiaries
For period
ended
31 March
2020
S$
8VIC Holdings
Limited and
its
subsidiaries
For period
ended 31
March
2019
S$
Revenue
Profit/(loss) before income tax
Income tax expense
Profit/(loss) for the year
10,859,351 22,291,337
(4,329,146)
(386,518)
(4,715,664)
868,751
(89,330)
779,421
Total comprehensive (loss)/income
allocated to non-controlling
interests
(256,760)
147,128
Summarised statement of cash flows
8VIC Holdings
Limited and
its
subsidiaries
31 March
2020
S$
8VIC Holdings
Limited and
its
subsidiaries
31 March
2019
S$
Cash flows from operating activities
Cash provided by/(used in)
operations
Interest income received
Dividend received
Income tax paid
Net cash provided by/(used in)
operating activities
4,101,416
12,704
6,511
(191,061)
(1,041,080)
58,073
6,674
(426,276)
3,929,570
(1,402,609)
Net cash provided by/(used in)
investing activities
274,307
(2,445,556)
Net cash used in financing activities
(1,474,008)
(20,888)
Net increase/(decrease) in cash and
cash equivalents
2,729,869
(3,869,053)
Cash and cash equivalents at
beginning of year
Effect of currency translation on cash
4,702,031
8,569,179
and cash equivalents
1,690
1,905
Cash and cash equivalents at end of
year
7,433,590
4,702,031
69
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
i
l
s
g
n
d
o
H
I
8
NOTES
For the financial year ended 31 March 2020
TO THE FINANCIAL STATEMENTS
17. Financial assets, at FVOCI
18. Trade and other payables
Financial assets, at FVOCI comprise of equity securities which are
not held for trading, and for which the Group has made an
irrevocable election at initial recognition to recognise changes in
fair value through OCI rather than profit or loss as these are
strategic investments and the Group considered this to be more
relevant.
Group
2020
S$
2019
S$
Current
Trade payables – non-related parties
Accruals for operating expenses
GST payable
Other payables
Total trade and other payables
Beginning of financial year
Additions
Disposal
Disposal of subsidiaries
Fair value losses recognised in other
comprehensive income (Note 24(i))
End of financial year
1,698,880
-
(115,049)
-
1,751,877
1,039,897
-
(103,388)
(317,570)
1,266,261
(989,506)
1,698,880
Current
Trade payables – non-related parties
Accruals for operating expenses
Other payables
Total trade and other payables
Group
2020
S$
2019
S$
297,310
915,422
130,684
424,567
1,767,983
268,479
715,974
6,546
539,855
1,530,854
Company
2020
S$
2019
S$
7,019
57,122
73,315
137,456
17,969
49,561
73,953
141,483
Company
2020
S$
2019
S$
Trade payables are non-interest bearing and are normally settled
on 30-day terms.
Beginning of financial year
Additions
End of financial year
1,033,529
43,950
1,077,479
-
1,033,529
1,033,529
Financial assets at FVOCI are analysed as follows:
Listed securities
Unlisted securities
Total
Listed securities
Unlisted securities
Total
Group
2020
S$
2019
S$
174,903
1,091,358
1,266,261
651,472
1,047,408
1,698,880
Company
2020
S$
2019
S$
-
1,077,479
1,077,479
-
1,033,529
1,033,529
The Group has elected to measure these equity securities at
FVOCI due to the Group’s intention to hold these equity
instruments for long term appreciation.
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
l
i
s
g
n
d
o
H
I
8
70
NOTES
For the financial year ended 31 March 2020
TO THE FINANCIAL STATEMENTS
19. Leases – the Group as a lessee
Current
Non-current
Total
Group
2020
S$
1,146,938
67,574
1,214,512
2019
S$
18,566
17,857
36,423
(i)
Reconciliation of lease liabilities arising from financing
activities
Group
2020
S$
2019
S$
Nature of the Group’s leasing activities
The Group leases office premises for the purpose of running
financial education programmes and back office operations.
(a)
Carrying amounts
ROU assets classified within Property, plant and equipment
Beginning of financial year
Principal and interest payments
Non-cash changes
- Adoption of FRS 116
- Addition during the year
- Disposal of subsidiary
- Interest expense
- Foreign exchange movement
End of financial year
36,423
(1,474,008)
91,270
(16,531)
2,497,157
70,928
-
81,574
2,438
1,214,512
-
48,556
(103,402)
16,531
1
36,423
31 March
2020
S$
1 April
2019
S$
Office premises
1,189,331
2,497,157
(b)
Depreciation charged during the year
Office premises
(c)
Interest expense
2020
S$
1,381,191
Interest expense on lease liabilities
80,429
(d)
Lease expense not capitalised in lease liabilities
Lease expense – low-value leases
87,757
Total income for subleasing ROU assets in the financial year
2020 was S$154,783.
Total cash outflow for all the leases in the financial year 2020
was S$1,474,008.
Addition of ROU assets during the financial year 2020 was
S$70,928
There are no future cash outflow which are not capitalised in
lease liabilities.
(e)
(f)
(g)
(h)
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
l
i
s
g
n
d
o
H
I
8
71
NOTES
For the financial year ended 31 March 2020
TO THE FINANCIAL STATEMENTS
20. Unearned revenue
21. Redeemable participating shares
Advances from customer
Deferred grant income
Advances from customer
Deferred grant income
Group
2020
S$
2019
S$
3,696,702
273,050
3,969,752
3,072,795
-
3,072,795
Company
2020
S$
2019
S$
-
24,150
24,150
38,110
-
38,110
Advances from customer represent revenue received from
customers but not yet recognised to the profit or loss as service
has yet to be rendered as at reporting date.
Group
2020
S$
2019
S$
As at beginning of year
Proceeds received from fund’s non-
controlling unit holders
Payment to fund’s non-controlling
5,582,278
7,035,922
-
705,028
unit holders
(1,180,311)
(463,304)
Share of loss attributable to the unit
holders of redeemable participating
shares
Currency translation differences
As at end of year
(719,846)
245,565
3,927,686
(1,953,397)
258,029
5,582,278
Hidden Champions Fund is an investment fund with redeemable
participating shares. These shares relate to amounts payable to
non-controlling unit holders of the redeemable participating
shares in Hidden Champions Fund. The unit holders are entitled to
redeem their shares in cash at the option of the holders at the
value proportionate to the investors share in the fund’s net assets
at the redemption price.
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
i
l
s
g
n
d
o
H
I
8
72
NOTES
For the financial year ended 31 March 2020
TO THE FINANCIAL STATEMENTS
22. Deferred income tax assets/(liabilities)
Deferred income tax assets and liabilities are offset when there is
a legally enforceable right to offset current income tax assets
against current income tax liabilities and when the deferred
income taxes relate to the same fiscal authority. The amounts,
determined after appropriate offsetting, are shown on the
consolidated statement of financial position as follows:
Group
2020
S$
2019
S$
Deferred income tax assets
- To be settled within one year
264,331
178,865
Deferred income tax liabilities
- To be settled within one year
(4,000)
(4,000)
Movement in deferred income tax account is as follows:
Beginning of financial year
Currency translation differences
Disposal of a subsidiary
Tax charged to
- profit or loss (Note 8(a))
End of financial year
Group
2020
S$
2019
S$
174,865
8,995
-
124,314
(4,434)
89,591
76,471
260,331
(34,606)
174,865
Deferred income tax assets are recognised for tax losses and
capital allowances carried forward to the extent that realisation of
the related tax benefits through future taxable profits is probable.
The Group has unrecognised tax losses of S$9,440,000 (2019:
S$8,541,000) at the reporting date which can be carried forward
and used to offset against future taxable income subject to
meeting certain statutory requirements by those companies with
unrecognised tax losses and capital allowances in their respective
countries of incorporation.
The movement in deferred income tax assets/(liabilities) (prior to
offsetting of balances within the same tax jurisdiction) is as
follows:
Group
Deferred income tax liabilities
Accelerated
tax
depreciation
S$
Fair value
gains - net
S$
Total
S$
(4,000)
-
(4,000)
(24,289)
20,289
(4,000)
(69,302)
69,302
-
(93,591)
89,591
(4,000)
Accelerated
tax
depreciation
S$
Unearned
Revenue
S$
Total
S$
5,528
173,337
178,865
278
(3,433)
2,373
8,717
79,904
261,958
8,995
76,471
264,331
5,643
212,262
217,905
(115)
-
5,528
(4,319)
(34,606)
173,337
(4,434)
(34,606)
178,865
2020
Beginning and end of
financial year
2019
Beginning of financial year
Disposal of subsidiaries
End of financial year
Deferred income tax assets
2020
Beginning of financial year
Currency translation
differences
Charged to profit or loss
End of financial year
2019
Beginning of financial year
Currency translation
differences
Charged to profit or loss
End of financial year
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
i
l
s
g
n
d
o
H
I
8
73
NOTES
For the financial year ended 31 March 2020
TO THE FINANCIAL STATEMENTS
23. Share capital
24. Other reserves
Group and Company
2020
Beginning of financial year
Shares buy-back
End of financial year
2019
Beginning of financial year
Shares issued
Shares buy-back
End of financial year
Number of
shares
Amount
S$
362,388,157 34,491,447
(35,806)
361,759,095 34,455,641
(629,062)
361,978,585 34,422,910
205,341
1,562,822
(136,804)
(1,153,250)
362,388,157 34,491,447
All issued ordinary shares are fully paid. There is no par value for
these ordinary shares. Fully paid ordinary shares carry one vote
per share and carry a right to dividends as and when declared by
the Company.
The Company acquired 629,062 (2019: 1,153,250) shares in the
Company in the open market during the financial year. The total
amount paid to acquire the shares was $35,806 (2019: $136,804).
In financial year 2019, the Company issued 1,562,822 ordinary
shares, at the exercise price of AUD 0.065 each, pursuant to the
Employee Share Plan as approved at the general meeting of
shareholders held on 22 November 2017. The cost of the newly
issued shares amounted to S$205,341. The newly issued shares
rank pari passu in all respects with the previously issued shares.
Composition:
Fair value reserve
Currency translation reserve
Capital reserve
Movements:
(i) Fair value reserve
Beginning of financial year
Financial assets through other
comprehensive income
- Fair value losses from financial
assets at FVOCI (Note 17)
End of financial year
(ii) Currency translation reserve
Beginning of financial year
Net currency translation
differences of financial
statements of foreign
subsidiaries and associated
companies
Disposal of subsidiaries
End of financial year
(iii) Capital reserve
Beginning of financial year
Disposal of subsidiaries
Increase/(decrease) in equity
attributable to non-controlling
interest
End of financial year
Composition:
Fair value reserve
Capital reserve
Group
2020
S$
2019
S$
(11,395,788) (11,078,218)
(405,377)
(2,309,547)
(13,753,947) (13,793,142)
(47,644)
(2,310,515)
(11,078,218) (10,088,712)
(317,570)
(989,506)
(11,395,788) (11,078,218)
(405,377)
(913,252)
357,733
-
(47,644)
507,969
(94)
(405,377)
(2,309,547)
(420,392)
132,424
(1,977,690)
419,424
(2,310,515)
(464,281)
(2,309,547)
Company
2020
S$
2019
S$
(424,071)
(1,638,846)
(2,062,917)
(424,071)
(1,638,846)
(2,062,917)
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
l
i
s
g
n
d
o
H
I
8
74
NOTES
For the financial year ended 31 March 2020
TO THE FINANCIAL STATEMENTS
25. Commitments
26. Financial risk management
(a) Operating lease commitments - where the Group is a lessee
Financial risk factors
The Group leases office premises and event spaces from
non-related parties under non-cancellable operating lease
agreements. The leases have varying terms, escalation
clauses and renewal rights.
As at 31 March 2019, the future minimum lease payables
under non-cancellable operating leases contracted for but
not recognised as liabilities, are as follows:
Not later than one year
Between one and five years
2019
S$
1,164,000
1,186,000
2,350,000
The Group’s activities expose it to market risk (including currency
risk, interest rate risk and price risk), credit risk and liquidity risk.
The Group’s overall risk management strategy seeks to minimise
any adverse effects from the unpredictability of financial markets
on the group’s financial performance.
The Board of Directors reviews and agrees policies and
procedures for the management of these risks, which are
executed by the Chief Financial Officer. The audit committee
provides independent oversight to the effectiveness of the risk
management process.
(a) Market risk
(i) Currency risk
As disclosed in Note 2.1, the Group has adopted FRS 116 on
1 April 2019. These lease payments have been recognised as
ROU assets and lease liabilities on the statement of financial
position as at 31 March 2020, except for short-term and low
value leases.
(b) Operating lease commitments - where the Group is a lessor
The Group lease out office rental space to a non-related
party under non-cancellable operating lease agreement. The
lessee is required to pay absolute fixed monthly office lease.
future minimum
The
lease receivables under non-
cancellable operating leases contracted for at the reporting
date but not recognised as receivables, are as follows:
Group
2020
S$
2019
S$
Not later than one year
70,000
70,000
The Group operates in Asia with dominant operations in
Singapore, Malaysia and China. Entities in the Group
regularly transact
in currencies other than their
respective functional currencies (“foreign currencies”).
Currency risk arises within entities in the Group when
transactions are denominated in foreign currencies
primarily Singapore Dollar (“SGD”), Malaysian Ringgit
(“MYR”), Australian Dollar (“AUD”), United States Dollar
(“USD”), Chinese Renminbi (“RMB”), Hong Kong Dollar
(“HKD”), Japanese Yen (“JPY”), New Taiwan Dollar
(“NTD”) and Indian Rupee (“INR”).
is exposed to currency
In addition, the Group
translation risk on the net assets in foreign operations.
Currency exposure to the net assets of the Group’s
foreign operations in Malaysia and China are managed
primarily through transactions denominated in the
relevant foreign currencies.
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
i
l
s
g
n
d
o
H
I
8
75
NOTES
For the financial year ended 31 March 2020
TO THE FINANCIAL STATEMENTS
26. Financial risk management (continued)
(a) Market risk (continued)
(i)
Currency risk (continued)
The Group’s currency exposure based on the information provided to key management is as follows:
MYR
S$
AUD
S$
USD
S$
RMB
S$
HKD
S$
JPY
S$
NTD
S$
INR
S$
At 31 March 2020
Financial assets
Cash and cash equivalents,
financial assets, at FVPL
and financial assets, at
FVOCI
Trade and other
receivables
Financial liabilities
Trade and other payables
Lease liabilities
Redeemable participating
shares
1,332,540
794,410 5,767,737 1,665,727 4,457,406
549,892
5,474,437 1,012,069
170,435
1,502,975
-
-
794,410 5,784,923 1,731,891 4,457,406
66,164
17,186
-
549,892
335,268
-
5,809,705 1,012,069
(245,076)
(222,140)
(12,177)
-
(97,908)
-
(15,700)
-
-
(467,216)
- (3,927,686)
(12,177) (4,025,594)
-
(15,700)
-
-
-
-
-
-
-
-
-
(107,918)
-
(107,918)
-
-
-
-
Net financial assets
1,035,759
782,233 1,759,329 1,716,191 4,457,406
549,892
5,701,787 1,012,069
Currency exposure of
financial assets net of
those denominated in
the respective entities’
functional currencies
At 31 March 2019
Financial assets
Cash and cash equivalents,
financial assets, at FVPL
and financial assets, at
FVOCI
Trade and other
receivables
Financial liabilities
Trade and other payables
Lease liabilities
Redeemable participating
shares
- 5,304,063
292,401 1,231,687 2,000,761 2,000,761
6,626,372 3,004,605
728,788 5,587,570 5,015,434 1,448,186
- 1,933,177
7,341,444 3,004,605
152,623
169,377
898,165 5,601,552 5,102,028 1,600,809
86,594
13,982
(83,115)
(36,423)
(290,426)
-
(225)
-
(21,847)
-
-
(119,538)
- (5,582,278)
(290,426) (5,582,503)
-
(21,847)
67,584
-
- 2,000,761
225,165
-
7,566,609 3,004,605
-
-
-
-
-
-
-
-
(29,881)
-
-
(29,881)
-
-
-
-
Net financial assets
778,627 5,311,126
(480,475) 1,578,962
- 2,000,761
7,536,728 3,004,605
Currency exposure of
financial assets net of
those denominated in
the respective entities’
functional currencies
76
1,644 5,304,063
292,401 1,231,687
- 2,000,761
6,626,372 3,004,605
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
i
l
s
g
n
d
o
H
I
8
NOTES
For the financial year ended 31 March 2020
TO THE FINANCIAL STATEMENTS
26. Financial risk management (continued)
(a) Market risk (continued)
(i)
Currency risk (continued)
The Company’s currency exposure based on the information provided to key management is as follows:
At 31 March 2020
Financial Assets
Cash and cash equivalents, financial assets, at FVPL and financial assets, at FVOCI
Financial Liabilities
Trade and other payables
Net financial assets
Currency exposure of financial assets net of those denominated in the respective entities’
functional currencies
At 31 March 2019
Financial Assets
Cash and cash equivalents, financial assets, at FVPL and financial assets, at FVOCI
Financial Liabilities
Trade and other payables
Net financial assets
Currency exposure of financial assets net of those denominated in the respective entities’
functional currencies
AUD
S$
USD
S$
9,055
2,855,617
(5,654)
(5,654)
3,401
2,849,963
3,401
2,849,963
708,810
5,975
(5,654)
-
703,156
5,975
703,156
5,975
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
i
l
s
g
n
d
o
H
I
8
77
NOTES
For the financial year ended 31 March 2020
TO THE FINANCIAL STATEMENTS
26. Financial risk management (continued)
(a) Market risk (continued)
(i)
Currency risk (continued)
If the MYR, AUD, USD, RMB, HKD, JPY, NTD and INR change against the SGD by 2% (2019: 2%), 8% (2019: 4%), 5% (2019: 3%),
3% (2019: 3%), 6% (2019: 1%), 7% (2019: 2%), 7% (2019: 2%) and 1% (2019: 2%) respectively with all other variables including
tax rate being held constant, the effects arising from the net financial asset that are exposed to currency risk will be as follows:
Increase/(Decrease)
2020
2019
Profit
after tax
S$
Other
comprehensive
income
S$
Profit
after tax
S$
Other
comprehensive
income
S$
-
-
-
-
33
(33)
-
-
47,996
(47,996)
26,285
(26,285)
185,877
(185,877)
26,285
(26,285)
161,592
(161,592)
42,125
(42,125)
267,444
(267,444)
38,492
(38,492)
377,694
(377,694)
10,121
(10,121)
309
(309)
142,781
(142,781)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
8,772
(8,772)
36,951
(36,951)
36,951
(36,951)
20,008
(20,008)
132,527
(132,527)
60,092
(60,092)
121
(121)
179
(179)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Group
MYR against SGD
- Strengthened
- Weakened
AUD against SGD
- Strengthened
- Weakened
USD against SGD
- Strengthened
- Weakened
RMB against SGD
- Strengthened
- Weakened
HKD against SGD
- Strengthened
- Weakened
JPY against SGD
- Strengthened
- Weakened
NTD against SGD
- Strengthened
- Weakened
INR against SGD
- Strengthened
- Weakened
Company
AUD against SGD
- Strengthened
- Weakened
USD against SGD
- Strengthened
- Weakened
78
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
i
l
s
g
n
d
o
H
I
8
NOTES
For the financial year ended 31 March 2020
TO THE FINANCIAL STATEMENTS
26. Financial risk management (continued)
(a) Market risk (continued)
(ii)
Price risk
The Group is exposed to equity securities price risk arising from the investments held by the Group which are classified on the
consolidated statement of financial position at fair value through profit or loss. These securities are listed in Australia, Japan,
India, Taiwan, China, Hong Kong, America, Malaysia and Singapore. To manage its price risk arising from investments in equity
securities, the Group diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the
Group.
If prices for equity securities listed in Australia, Japan, India, Taiwan, China, Hong Kong, America, Malaysia and Singapore had
changed by 17% (2019: 7%), 17% (2019: 7%), 17% (2019: 7%), 17% (2019: 7%), 17% (2019: 7%), 17% (2019: 7%), 17% (2019: 7%)
and 17% (2019: 7%) respectively with all other variables including tax rate being held constant, the effects on profit after tax
and other comprehensive income would have been:
Group
Listed in Australia
- increased by
- decreased by
Listed in Japan
- increased by
- decreased by
Listed in India
- increased by
- decreased by
Listed in Taiwan
- increased by
- decreased by
Listed in China
- increased by
- decreased by
Listed in Hong Kong
- increased by
- decreased by
Listed in America
- increased by
- decreased by
Increase/(Decrease)
2020
2019
Profit
after tax
S$
Other
comprehensive
income
S$
Profit
after tax
S$
Other
comprehensive
income
S$
89,840
(89,840)
30,827
(30,827)
341,776
(341,776)
45,999
(45,999)
93,482
(93,482)
172,052
(172,052)
917,257
(917,257)
239,422
(239,422)
757,759
(757,759)
36,483
(36,483)
-
-
-
-
-
-
-
-
-
-
135,322
(135,322)
210,322
(210,322)
463,846
(463,846)
86,935
(86,935)
68,350
(68,350)
-
-
21,040
(21,040)
-
-
-
-
-
-
-
-
-
-
-
-
79
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
i
l
s
g
n
d
o
H
I
8
NOTES
For the financial year ended 31 March 2020
TO THE FINANCIAL STATEMENTS
26. Financial risk management (continued)
(a) Market risk (continued)
(ii)
Price risk (continued)
Group
Listed in the Malaysia
- increased by
- decreased by
Listed in the Singapore
- increased by
- decreased by
Company
Listed in Japan
- increased by
- decreased by
Listed in Hong Kong
- increased by
- decreased by
Listed in the Singapore
- increased by
- decreased by
(b)
Credit risk
Increase/(Decrease)
2020
2019
Profit
after tax
S$
Other
comprehensive
income
S$
Profit
after tax
S$
Other
comprehensive
income
S$
31,908
(31,908)
102,739
(102,739)
4,548
(4,548)
899
(899)
-
-
-
-
-
-
-
-
-
-
-
-
12,708
(12,708)
86,223
(86,223)
-
-
-
-
3,251
(3,251)
-
-
-
-
-
-
-
-
-
-
Credit exposure to an individual counterparty is restricted by credit limits that are approved by the Board of Directors based on
ongoing credit evaluations. The counterparty’s payment pattern and credit exposure are continuously monitored at the entity level
by the respective management and at the Group level by the Executive Management.
Financial assets are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment
plan with the Group. The Group categorises a loan or receivable for write off when a debtor fails to make contractual payments
greater than a year past due based on historical collection trend. Where loans or receivables have been written off, the company
continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made, these are
recognised in profit or loss.
The Group applies the simplified approach to providing for expected credit losses prescribed by FRS 109, which permits the use of
the lifetime credit loss provision for all trade receivables.
To measure the expected credit losses, trade receivables, have been grouped based on shared credit risk characteristics and days
past due. In calculating the expected credit loss rates, the Group considers historical loss rates for each category of customers, and
adjusts for forward-looking macroeconomic data.
The Group and Company uses four categories of internal credit risk rating for its financial assets at amortised costs. These four
categories reflect the respective credit risk and how the loan loss provision is determined for each of those categories.
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
i
l
s
g
n
d
o
H
I
8
80
NOTES
For the financial year ended 31 March 2020
TO THE FINANCIAL STATEMENTS
26. Financial risk management (continued)
(b)
Credit risk (continued)
A summary of assumptions underpinning the Group’s expected credit loss model is as follow:
Group and Company’s
category of internal
credit rating
Performing
Underperforming
Non-performing
Write-off
Group and Company’s definition
of category
Basis for recognition of
expected credit loss provision
Customers have a low risk of default and a strong capacity to meet
contractual cash flows.
Loans for which there is a significant increase in credit risk. As
significant increase in credit risk is presumed if interest and/or
principal repayments are 30 days past due.
Interest and/or principal repayments are 60-365 days past due.
Interest and/or principal repayments are 365 days past due and
there is no reasonable expectation of recovery.
12-month expected credit
losses
Lifetime expected credit
losses
Lifetime expected credit
losses
Asset is written off
Movements in credit loss allowance for financial assets are set out as follows:
Group
2020
Balance at 1 April 2019
Changes in credit loss recognised in profit or loss:
- Increase due to credit risk
Balance at 31 March 2020
2019
Balance at 1 April 2018
Disposal of subsidiaries
Changes in credit loss recognised in profit or loss:
- Increase due to credit risk
Balance at 31 March 2019
Company
2020
Balance at 1 April 2019
Changes in credit loss recognised in profit or loss:
- Increase due to credit risk
Balance at 31 March 2020
2019
Balance at 1 April 2018 and 31 March 2019
Other financial
assets at
amortised costs
Stage 1
S$
Trade
receivables
S$
Total
S$
74,902
6,264
81,166
62,635
137,537
50,148
56,412
112,783
193,949
163,421
(124,622)
36,103
74,902
6,264
-
-
6,264
169,685
(124,622)
36,103
81,166
Other financial
assets at
amortised costs
Stage 1
S$
6,264
50,148
56,412
6,264
81
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
i
l
s
g
n
d
o
H
I
8
NOTES
For the financial year ended 31 March 2020
TO THE FINANCIAL STATEMENTS
26. Financial risk management (continued)
(b)
Credit risk (continued)
The Group’s credit risk exposure in relation to trade receivables, under FRS 109 as at 31 March 2020 are set out in the provision matrix
as follows:
Group
Expected loss rate
Gross carrying amount (S$)
Credit loss allowance (S$)
Current
Within 30
days
30 to 60
days
61-90
days
More than
90 days
Total
Past due
0%
255,975
-
0%
26,221
-
5%
12,977
(714)
10%
26,488
(2,649)
100%
134,174
(134,174)
455,835
(137,537)
The Group’s credit risk exposure in relation to trade receivables, under FRS 109 as at 31 March 2019 are set out in the provision matrix
as follows:
Group
Expected loss rate
Gross carrying amount (S$)
Credit loss allowance (S$)
Current
Within 30
days
30 to 60
days
61-90
days
More than
90 days
Total
Past due
0%
87,598
-
0%
30,468
-
5%
62,003
(3,100)
10%
54,820
(5,482)
100%
66,320
(66,320)
301,209
(74,902)
Trade receivables
The impairment of financial assets was assessed based on the incurred loss impairment model. Individual receivables which were
known to be uncollectible were written off by reducing the carrying amount directly. The other receivables were assessed collectively,
to determine whether there was objective evidence that an impairment had been incurred but not yet identified.
The Group considered that there was evidence if any of the following indicators were present:
• Significant financial difficulties of the debtor;
• Probability that the debtor will enter bankruptcy or financial reorganisation; and
• Default or delinquency in payments (more than 90 days overdue).
Financial assets that are neither past due nor impaired
Financial assets that are neither past due nor impaired are mainly deposits with banks with high credit-ratings assigned by
international credit-rating agencies. Receivables that are neither past due nor impaired are substantially companies with a good
collection track record with the Group and Company.
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
l
i
s
g
n
d
o
H
I
8
82
NOTES
For the financial year ended 31 March 2020
TO THE FINANCIAL STATEMENTS
26. Financial risk management (continued)
(c)
Liquidity risk
Prudent liquidity risk management includes maintaining sufficient cash and cash equivalents and the ability to close out market
positions at a short notice. At the reporting date, assets held by the Group and the Company for managing liquidity risk included cash
and short term deposits as disclosed in Note 10.
The table below analyses non-derivative financial liabilities of the Group and the Company into relevant maturity groupings based on
the remaining period from the reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual
undiscounted cash flows. Balances due within 12 months equal their carrying amounts as the impact of discounting is not significant.
Less than
1 year
S$
Between
1 and
5 years
S$
Group
At 31 March 2020
Trade and other payables
Lease liabilities
Redeemable participating shares
At 31 March 2019
Trade and other payables
Lease liabilities
Redeemable participating shares
Company
At 31 March 2020
Trade and other payables
At 31 March 2019
Trade and other payables
1,767,983
1,176,581
3,927,686
1,530,854
19,988
5,582,278
137,456
141,483
-
68,630
-
-
18,304
-
-
-
(d)
Capital risk
Management controls the capital of the Group in order to maintain a good debt to equity ratio, provide the shareholders with
adequate returns and to ensure that the Group can fund its operations and continue as a going concern.
The Group’s debt and capital includes ordinary share capital and financial liabilities, supported by financial assets.
There are no externally imposed capital requirements.
Management effectively manages the Group’s capital by assessing the Group’s financial risks and adjusting its capital structure in
response to changes in these risks and in the market. These responses include the management of debt levels, distributions to
shareholders and share issues.
(e)
Fair value measurements
The table below presents assets and liabilities measured and carried at fair value and classified by level of the following fair value
measurement hierarchy:
(i)
quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);
(ii)
inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices)
or indirectly (i.e. derived from prices) (Level 2); and
(iii)
inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3).
83
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
i
l
s
g
n
d
o
H
I
8
NOTES
For the financial year ended 31 March 2020
TO THE FINANCIAL STATEMENTS
26. Financial risk management (continued)
(e)
Fair value measurements (continued)
Group
2020
Assets
Financial assets, at FVPL
Financial assets, at FVOCI
Total assets
2019
Assets
Financial assets, at FVPL
Financial assets, at FVOCI
Total assets
Company
2020
Assets
Financial assets, at FVPL
Financial assets, at FVOCI
Total assets
2019
Assets
Financial assets, at FVPL
Financial assets, at FVOCI
Total assets
Level 1
S$
Level 2
S$
Level 3
S$
Total
S$
14,358,481
174,903
14,533,384
20,379,148
651,472
21,030,620
32,041
-
32,041
46,444
-
46,444
-
-
-
-
-
-
-
-
-
-
-
-
- 14,358,481
1,266,261
1,091,358
1,091,358 15,624,742
- 20,379,148
1,047,408
1,698,880
1,047,408 22,078,028
-
1,077,479
1,077,479
32,041
1,077,479
1,109,520
-
1,033,529
1,033,529
46,444
1,033,529
1,079,973
There were no transfers between levels 1 and 2 during the year.
The fair value of financial instruments traded in active markets (such as fair value through profit and loss and financial assets through
other comprehensive income) is based on quoted market prices at the reporting date. The quoted market price used for financial
assets held by the Group is the current bid price. These instruments are included in Level 1.
The fair value of financial instruments that are not traded in an active market (for example, investment in unquoted equities) is
determined by using valuation techniques. The Group uses a variety of methods and makes assumptions that are based on market
conditions existing at each balance sheet date. Valuation methods, such as using recent transacted price, are used to determine fair
value for the remaining financial instruments. Where a valuation technique for these instruments is based on significant unobservable
inputs, such instruments are classified as Level 3.
The carrying amount less impairment provision of trade receivables and payables are assumed to approximate their fair values.
(f)
Financial instruments by category
Financial assets, at FVPL
Financial assets, at FVOCI
Financial assets at amortised cost
Financial liabilities at amortised cost
84
Group
2020
S$
2019
S$
Company
2020
S$
2019
S$
1,266,261
14,358,481 20,379,148
1,698,880
46,444
1,033,529
22,010,971 17,716,839 14,203,299 15,097,698
(141,483)
(6,910,181)
32,041
1,077,479
(7,149,555)
(137.456)
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
i
l
s
g
n
d
o
H
I
8
NOTES
For the financial year ended 31 March 2020
TO THE FINANCIAL STATEMENTS
27. Related party transactions
28. Segment information
In addition to the information disclosed elsewhere in the financial
statements, the following transactions took place between the
Group and related parties at terms agreed between the parties.
Directors and key management personnel compensation
Directors and key management personnel compensation is as
follows:
Wages, salaries and fees
Employer’s contribution to defined
contribution plans, including
Central Provident Fund
Group
2020
S$
2019
S$
1,003,833
990,500
73,440
1,077,273
69,955
1,060,455
The Group is organised into geographic business units based on
management reporting structure and organisational set-up, in
line with the main business divisions driving the growth of the
Group. Geographically, management manages and monitors the
business in two primary geographic areas namely Singapore and
Malaysia, where the Company and certain subsidiaries operate.
Based on the management reporting structure, management
reviews the business segments’ performance and to make
strategic decisions.
The segments under the reporting model are as follows:
-
-
-
-
Financial Education:
financial
involved
education in the discipline of value investing and supporting
a community of value investors from 29 cities globally under
the “VI” brand.
in providing
Financial Investment: involved in investment in listed
equities in the Asia-Pacific through a focused strategy of
investing in value-adding, nimble and scalable business to
achieve long-term investment returns. It also involved in
strategic investment in private businesses.
in
Digital and Marketing
specialists and
training academy; content creation,
branding and marketing solutions provider; and marketing
and selling products via ecommerce platform.
(discontinued):
involved
All other segments:
fintech business and
included
subsidiaries that provided financial education and training
in China, Taiwan and Thailand.
Management monitors the operating results of its business units
separately for making decisions about resource allocation and
performance assessment. Segment performance is evaluated
based on operating profit or loss which in certain respects, as
explained in the table below, is measured differently from
operating profit or loss in the consolidated financial statements.
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
i
l
s
g
n
d
o
H
I
8
85
NOTES
For the financial year ended 31 March 2020
TO THE FINANCIAL STATEMENTS
28. Segment information (continued)
The segment information provided to the key management for the reportable segments are as follows:
2020
Revenue and investment income
Total segment revenue and investment income
Inter-segment revenue and investment income
Revenue and investment income to external parties
Singapore
Malaysia
Financial
Education
S$
Financial
Investment
S$
Financial
Education
S$
Financial
Investment
S$
All other
segments
S$
Corporate
S$
TOTAL
S$
7,199,356
(314,704)
6,884,652
(2,523,894)
-
(2,523,894)
3,311,366
(48,897)
3,262,469
5,320
-
5,320
1,769,760
-
1,769,760
1,060,476
(1,060,476)
-
10,822,384
(1,424,077)
9,398,307
Profit/(loss) after tax
1,059,598
(2,858,194)
196,893
(24,332)
(867,399)
(1,493,494)
(3,986,928)
Depreciation
Amortisation
Share of loss of an associated company
Net gain on disposal of subsidiaries
Net gain from sale of an associated company
Segment assets
Segment assets includes additions to:
- property, plant and equipment
- intangible assets
Segment liabilities
86
(1,210,355)
-
-
-
-
-
-
-
-
-
(286,248)
-
-
-
-
-
-
(29,652)
-
5,320
(219,442)
(158,481)
-
51,977
-
(21,081)
-
-
-
-
(1,737,126)
(158,481)
(29,652)
51,977
5,320
7,354,225
16,923,184
1,864,120
25,797
-
-
-
138,742
-
(3,341,104)
(4,096,384)
(1,353,464)
-
-
-
-
2,946,811
11,171,461
40,259,801
84,625
405,782
20,394
-
269,558
405,782
(1,430,457)
(662,524)
(10,883,933)
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
l
i
s
g
n
d
o
H
I
8
NOTES
For the financial year ended 31 March 2020
TO THE FINANCIAL STATEMENTS
28. Segment information (continued)
2019
Revenue and investment income
Total segment revenue and investment income
Inter-segment revenue and investment income
Revenue and investment income to external parties
Singapore
Malaysia
Financial
Education
S$
Financial
Investment
S$
Digital &
Marketing
(discontinued)
S$
Financial
Education
S$
Financial
Investment
S$
Digital &
Marketing
(discontinued)
S$
All other
segments
S$
Corporate
S$
TOTAL
S$
5,023,047
(428,986)
4,594,061
(6,098,240)
(240,000)
(6,338,240)
8,455,988
-
8,455,988
3,706,717
(36,146)
3,670,571
821,331
-
821,331
927,264
927,264
6,888,492
-
6,888,492
1,077,658
(1,077,658)
-
20,802,257
(1,782,790)
19,019,467
Profit/(loss) after tax
(1,741,536)
(5,986,422)
518,108
64,148
19,650
(168,816)
(1,395,746)
(2,493,799)
(11,184,413)
Depreciation
Amortisation
Share of profit of an associated company
Net gain on disposal of subsidiaries
Impairment of goodwill
Segment assets
Segment assets includes additions to:
- property, plant and equipment
- intangible assets
(258,156)
(50,000)
-
-
-
-
-
-
529,776
-
5,178,608
26,260,734
118,467
-
-
-
Segment liabilities
(1,783,854)
(5,619,542)
(157,530)
-
-
-
-
-
-
-
-
(123,541)
-
-
-
-
(31,883)
-
46,114
-
-
968,264
1,294,603
122,923
-
(729,456)
91,828
-
-
-
-
-
-
-
-
-
-
-
(62,345)
(61,045)
-
-
(121,577)
(22,210)
-
-
-
(1,554,542)
(655,665)
(111,045)
46,114
529,776
(1,676,119)
1,763,675
7,196,402
42,662,286
16,254
244,183
28,173
-
377,645
244,183
(1,531,034)
(668,962)
(10,332,848)
87
NOTES
For the financial year ended 31 March 2020
TO THE FINANCIAL STATEMENTS
28. Segment information (continued)
The management assesses the performance of the operating
segments based on profit after tax.
(c)
Changes in accounting policy
(i) The adoption of the new leasing standard described in
Note 2.1 had the following impact on the adjusted
EBITDA in the current year:
Adjusted
EBITDA
before
adoption of
FRS 116
S$
Rental
expenses
under FRS 1-
17, when the
Group
is a lessee
S$
Adjusted
EBITDA after
adoption of
FRS 116
S$
Financial
Education
1,740,539
1,434,867
3,175,406
(ii) The adoption of the new leasing standard resulted in the
recognition of ROU assets and lease liabilities, which
increased segment assets and liabilities as at 31 March
2020 as follows:
Segment
assets
S$
Segment
liabilities
S$
Financial Education
1,189,331
1,216,084
(iii) The recognition of ROU assets and lease liabilities on the
balance sheet resulted in an increase in depreciation and
finance expenses in the consolidated statement of
comprehensive income in the current year as follows:
Depreciation
S$
Finance
expense
S$
Financial Education
1,381,191
80,429
Comparative segment
information has not been
restated. As a consequence, the segment information
disclosed for the items above is not entirely comparable
to the information disclosed for the prior year.
(a)
Revenue from major products and services
Revenues from external customers are derived mainly from
financial education and training providers,
investment
income from public and private markets and digital &
marketing. Breakdown of the revenue and investment
income is as follows:
Revenue and investment
income
Financial Education
Financial Investment
Digital & Marketing
Others
(b) Geographical information
2020
S$
2019
S$
10,271,701 12,719,635
(3,819,358)
(2,518,575)
9,383,252
-
1,645,181
735,938
9,398,307 19,019,467
The Group’s business segments operate in two main
geographical areas:
•
•
Singapore - the Company is headquartered and has
operations in Singapore. The operations in this area
are principally the financial education and training
providers, and
in public and private
markets;
investment
Malaysia - the operations in this area are principally
the financial education and training providers, and
private markets investee;
Revenue and investment
income
Singapore
Malaysia
Others
Non-current assets
Singapore
Malaysia
Others
2020
S$
2019
S$
5,314,180
3,267,789
816,338
6,868,671
5,419,166
6,731,630
9,398,307 19,019,467
4,131,045
546,861
124,039
4,801,945
4,598,459
200,970
113,655
4,913,084
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
i
l
s
g
n
d
o
H
I
8
88
NOTES
For the financial year ended 31 March 2020
TO THE FINANCIAL STATEMENTS
29. Events occurring after reporting date
30. New or revised accounting standards and
On 3 April 2020, Singapore announced a stringent set of
preventive measures collectively called a "circuit breaker", to be
applied from 7 April to 4 May, in response to the growing number
of new cases. The circuit breaker was extended to 1 June on 21
April following continued untraced transmission within the
community.
With the implementation of the circuit breaker in Singapore and
the movement control order in Malaysia, the Company’s financial
education business transferred all its offline trainings and
programmes in Singapore and Malaysia online. This temporarily
change in business operation had not significantly affect the
financial performance of the financial education business
subsequent to the financial year to the date of this report.
The novel coronavirus (COVID-19) outbreak since early 2020 is
likely to impact the performance of the Fund’s investment. On 30
January 2020, the outbreak was declared a Public Health
Emergency of International Concern. It is currently difficult to
predict the magnitude of the impact on the global economy and
consumer sentiment as the tenure and severity of the virus
outbreak is still unknown. As at the date of this report, it is not
possible to make a reliable estimate the financial effect of the
virus on the Fund’s operations and fair value of the investments.
The Board of Directors will continue to support the managed
entities and monitor the impact COVID-19 has on them and reflect
the consequences as appropriate in the accounting and reporting.
interpretations
Amendments to FRS 3 Business Combination (effective for annual
periods beginning on or after 1 January 2020)
The amendments provide new guidance on the assessment of
whether an acquisition meets the definition of a business under
FRS 3. To be considered a business, an acquisition would have to
include an output and a substantive process that together
significantly contribute to the ability to create outputs. A
framework
input and
substantive process are present. To be a business without
outputs, there will now need to be an organised workforce.
introduced to evaluate when an
is
The definition of the term ‘outputs’ is narrowed to focus on goods
and services provided to customers, generating investment
income and other income, and it excludes returns in the form of
lower costs and other economic benefits.
is also no
It
longer necessary to assess whether market
participants are capable of replacing missing elements or
integrating the acquired activities and assets.
Entities can apply a ‘concentration test’ that, if met, eliminates
the need for further assessment. Under this optional test, where
substantially all of the fair value of gross assets acquired is
concentrated in a single asset (or a group of similar assets), the
assets acquired would not represent a business.
These amendments are applied to business combinations and
asset acquisitions with acquisition date on or after 1 January
2020. Early application is permitted. The Group does not expect
any significant impact arising from applying these amendments.
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
i
l
s
g
n
d
o
H
I
8
89
NOTES
For the financial year ended 31 March 2020
TO THE FINANCIAL STATEMENTS
31. Authorisation of financial statements
These financial statements were authorised for
in
accordance with a resolution of the Board of Directors of 8I
Holdings Limited on 29 May 2020.
issue
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
i
l
s
g
n
d
o
H
I
8
90
ADDITIONAL INFORMATION
Shareholders Information as at 26 June 2020
8I Holdings Limited – Ordinary Shares
The Company has ordinary shares on issue. These are listed on the Australian Securities Exchange under ASX code: 8IH. Details of trading
activity are published daily by electronic information vendors. All ordinary shares carry one vote per share without restriction.
Analysis of Shareholders and CDI Holders*
Category (size of holding)
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 – and over
Number of
holders
Number of
shares
% of issued
capital
18
72
56
471
281
898
10,833
278,073
522,924
21,434,866
338,985,887
361,232,583
0.00%
0.08%
0.14%
5.93%
93.85%
100.00%
The number of investors holding less than a marketable parcel of 5,000 8IH shares (based on a share price of A$0.10) was 54. They hold
108,906 8IH shares in total.
Twenty Largest Shareholders and CDI Holders*
Registered Holder
Chee Kuan Tat, Ken
Clive Tan Che Koon
J P Morgan Nominees Australia Limited
Citicorp Nominees Pty Limited
1.
2.
3.
4.
5. HSBC Custody Nominees (Australia) Limited
BNP Paribas Noms Pty Ltd
6.
Pauline Teo Puay Lin
7.
Philip John Raff
8.
9. Hue Kuan Yew
10. Clarence Wee Kim Leng
11. Lim Wei Lin
12. Ho Tuck Chee
13. Hor Chook Lam
14. Alex Chia Che Keng
15. Neo Choon Seng
16. Fance Chua Meon Keng
17. Loo Tian Guan
18. Vivek Verma
19. Rodney Tay
20. Yap Pei Koon
ALL OTHER SHAREHOLDERS
Total
Number of
Shares
% of issued
capital
86,684,792
65,140,000
27,901,878
21,726,639
17,092,573
10,245,875
8,859,103
7,779,324
3,053,914
2,063,400
2,000,000
1,866,320
1,546,000
1,398,140
1,172,992
1,118,000
1,107,203
1,100,000
1,065,336
1,020,872
97,290,222
361,232,583
24.00%
18.03%
7.72%
6.01%
4.73%
2.84%
2.45%
2.15%
0.85%
0.57%
0.55%
0.52%
0.43%
0.39%
0.32%
0.31%
0.31%
0.30%
0.29%
0.28%
26.93%
100.00%
Notes
* CDI Holders are holder of CHESS Depository Interests issued by CHESS Depository Nominees Pty Limited, where each CDI represents a
beneficial interest in one ordinary share.
91
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
l
i
s
g
n
d
o
H
I
8
ADDITIONAL INFORMATION
Shareholders Information as at 26 June 2020 (continued)
Substantial Shareholders and CDI Holders**
Name
Chee Kuan Tat, Ken
Clive Tan Che Koon
Direct Interest
Shares
% of voting
power
Deemed
Interest Shares
% of voting
power
86,684,792
65,140,000
24.00%
18.03%
-
-
-
-
Notes
** This table is compiled on the basis that each holding of CDIs is a separate holding and accordingly, the holding of shares by CHESS
Depository Nominees Pty Limited is ignored.
Current On-Market Buy-Back
(ASX Listing Rule 4.10.18)
Corporate Information
Company secretary
Mr Ang Teck Huat
There is no current on-market buy-back arrangement for the
Company.
(Singapore)
Investment
(ASX Listing Rule 4.10.20)
The Group had a total of 188 transactions in securities during the
financial year ended 31 March 2020 and has paid or accrued
brokerage and management fees totalling S$77,127 and S$Nil
respectively. As at 31 March 2020, the Group held investment in
Velocity Property Group Limited, Autowealth Private Limited,
Ausnutria Dairy Corporation Ltd, Sunny Optical Technology
(Group) Company Limited, Hangzhou Hikvision Digital Technology
Co., Ltd., TCI Co., Ltd., AK Medical Holdings Limited, Riverstone
Holdings
Ltd., Beijing
Chunlizhengda Medical Instruments Co., Ltd., Xero Limited,
LARGAN Precision Co.,Ltd, TerraSky Co.,Ltd., Audinate Group
Limited, Wuliangye Yibin Co.,Ltd., MarketEnterprise Co.,Ltd,
Kitanotatsujin Corporation, JustSystems Corporation, Tokyo
Electron Limited and China Maple Leaf Education Systems
Limited.
Limited. Kweichow Moutai Co.,
Company secretary
Mr Louis Chua Chun Woei
(Australia)
Company registration
201414213R
number
ARBN
601 582 129
Registered office
(Singapore)
Goldbell Towers, 47 Scotts Road, #03-
03/04, Singapore 228233
Tel:
+65 6801 4500
Registered office
(Australia)
C/- SmallCap Corporate Pty Ltd, Suite 6,
295 Rokeby Road, Subiaco WA, Australia,
6008
Tel:
Fax:
+61 (8) 6555 2950
+61 (8) 6166 0261
Principal place of
business
Goldbell Towers, 47 Scotts Road, #03-
03/04, Singapore 228233
Share registrar
Boardroom Pty Limited
Level 7, 207 Kent Street, Sydney, NSW,
Australia 2000
Tel:
Fax:
+61 (2) 9290 9600
+61 (2) 9279 0664
Stock exchange
listing
8I Holdings Limited shares are listed on
the Australian Securities Exchange (ASX
code: 8IH)
Website
www.8iholdings.com
0
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
n
A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
d
n
a
d
e
t
i
m
i
L
i
l
s
g
n
d
o
H
I
8
92
8I Holdings Limited
(Incorporated in the Republic of Singapore)
Company Registration Number: 201414213R
ARBN 601 582 129
www.8iholdings.com
Offices
Singapore
Goldbell Towers, 47 Scotts Road, #03-03/04, Singapore 228233
T: +65 6801 4500
Australia
C/- SmallCap Corporate Pty Ltd, Suite 6, 295 Rokeby Road, Subiaco WA, Aus-
tralia, 6008 T: +61 8 6555 2950 F: +61 8 6166 0261
Follow Us On:
Facebook: www.facebook.com/8IHoldings
Linkedin: www.linkedin.com/company/8iholdings