8I Holdings Limited
FY2021 Annual Report
SYNERGIES FOR
A SMARTER FUTURE
Our Mission
We Empower People to Create
Sustainable Wealth
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-concious (for the price paid)
We keep our hearts & minds open
We make it simple
Contents
Prelude
About 8I Holdings Limited
8I Ecosystem
Chairman’s Message
Operating and Financial Review
Corporate Structure
Board of Directors
Key Management
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 – 6
7 – 12
13
14 – 15
16
17
18
19 - 28
29 - 31
32 - 35
36 - 40
41
42
43
44 - 45
46 - 47
48 - 88
89 - 90
PRELUDE
8I Holdings’ twin growth engines – Financial Education
Technology and Financial Asset Management – have been
working closely to bring deeper synergies in the area of
value investing.
With deeper, broader strategies and stronger digital inroads
into the markets where we operate, and by incorporating
automation in our operational processes with the application
of data analytics, our FinEduTech business’ performance
improved exponentially with record-high profitability.
On the Financial Asset Management front, we adopt a
‘quantamental’ approach to investing to deliver enhanced
value to our stakeholders. Leveraging AI, big data, and
machine learning, 8I Holdings combines quantitative and
fundamental approaches to investing with a human touch,
with the aim of improving returns.
As we continue to sharpen our competitive edge fuelled by
constant innovation, both our businesses are well on track
to power a brighter future together, while empowering our
growing community to make smart investment decisions.
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 8VI 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 United States and Asia-Pacific region.
HCCM’s focused strategy involves 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 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.
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 the United States and
Asia-Pacific region which are
value-adding, nimble and growing
“Hidden Champions” that are
typically at the forefront
of their markets.
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
CHAIRMAN’S MESSAGE
“
We remain true to our mission
of empowering more people to
create sustainable wealth in
the long run through smarter
investing. Our dual engines
of growth are engineered to
propel us further ahead in the
coming years and we intend to
keep up the momentum that
we have garnered.
”
Ken Chee
Executive Chairman
8I Holdings Limited
Dear Valued Partners,
In the last twelve months, our twin
engines of business – FinEduTech
and Financial Asset Management
– continued to generate positive
results.
FY2021 has been a landmark year for our Group as both our
businesses performed strongly following the completion
of our transformation efforts to maximise the value of our
strategic investments. Founded on the unique ecosystem
model that we have built with education, FinTech and
community as core, the Group has enjoyed solid synergies
that signal a brighter future ahead.
In our FinEduTech segment, 8VI’s business continues to
make healthy headway through our proprietary stock
analysis tool, VI App. Buoyed by the digital framework we
have put in place, 8VI set new records across operations
and earnings alike.
With regulatory clearance granted by the Monetary
Authority of Singapore as an approved Licensed Financial
Adviser, our FinTech unit is now licensed to provide
financial advice on securities and units in collective
investment schemes through research analyses and
research reports via VI App. The license is significant,
as it enables us to demonstrate more conviction on our
research and development and put forward detailed
recommendations based on VI Analysis, our proprietary
analysis and rating system.
At the same time, 8VI has broadened and deepened
its acquisition, retention and technology development
strategies that it set out in the last few years. Bolstered by
new and improved features, a wider variety of VI College
programmes and deeper levels of localised engagement
with the VI Community members in Singapore, Malaysia
and Taiwan, 8VI’s
improved
exponentially this year and saw record-high levels of
profitability. For more details on our strategic growth
plans, shareholders can refer to our 8VI Holdings Annual
Report.
financial performance
4
CHAIRMAN’S MESSAGE (Cont’d)
On the Financial Asset Management front, we have
evolved our strategies for our fund management arm,
Hidden Champions Capital Management (“HCCM”), in
FY2021 given the volatility of global markets. In the face
of ‘lower-for-longer’ interest rates and the market’s quest
for higher yield, we demonstrated our agility and have
since channelled our efforts towards the development,
refinement, and testing of different stock picking and
portfolio management strategies.
“
In terms of net asset value, we have outperformed the
market this year although the correction in the equities
market in March 2021 tapered our returns. Our Financial
Asset Management division registered S$6.4 million in
investment gains in FY2021, from an investment loss of
S$2.5 million in the previous financial year.
As our financial resources available for investment are
parked into multiple portfolios, the segment has performed
well as a whole. However, the outlook will continue to be
challenging and our returns will be dependent on overall
market performance – particularly key equity stocks in our
Technology and Consumer portfolio, as global economies
are expected to see uneven re-openings amidst renewed
concerns on rising inflation and a resulting hike in interest
rates.
Meanwhile, we will continue to look for ways to create
value for HCCM through the launch of new funds, and
by increasing upside alpha and reducing downside beta
for our investors, with an eye towards outperforming the
index benchmarks.
In light of the abovementioned, the Group recorded a
revenue of S$32.6 million as compared to S$11.9 million
in the same period a year ago. Our profit before tax stood
at S$10.0 million compared to a total comprehensive loss
attributable to owners of the Company of S$3.6 million in
FY2020.
Thriving in a digitalised environment
With the fast-tracked digitalisation of our segments since
late 2019, our digital transformation is complete. Our Group
now thrives in our new digitalised environment and having
converted majority of our offerings to a digital online
platform and by incorporating automation in our operational
processes and application of data analytics, we have
significantly improved on our business results as well.
With work-from-home (“WFH”) practices here to stay, we
have equipped our employees with the right infrastructure,
hardware and software setups to ensure we are ready to
tackle hybrid working arrangements. In the coming year,
we will be looking to invest in a new space for our talents
to come together to build a stronger brand and culture for
While the pandemic situation
continues to evolve globally, we
are deeply appreciative of the
unrelentless efforts of our team
during these challenging times
to transform their own mindsets
and approaches to an entirely
new way of working.
”
the Group and team, ensuring that we are on the front foot
and ready to face any challenges at any given time.
Playing our part for communities
With our origins in financial education since 2008, we
have singled out education as a material, guiding pillar
for our social impact initiatives; as well as fintech, since
we believe technology is an important part of our future.
Our aim is to empower and encourage financial literacy
amongst young adults in particular.
With that in mind, we have established the “VI Club for
Youth” in Malaysia – a financial education platform that is
freely accessible for students. We have also set up the
VI College NTU Bursary Fund for the School of Computer
Science and Engineering in conjunction with Nanyang
Technological University of Singapore, and participated in
the Singapore FinTech Association’s fundraising efforts to
assist lower-income families.
Looking ahead to a brighter future
We remain true to our mission of empowering more people
to create sustainable wealth in the long run through smarter
investing. Our dual engines of growth are engineered to
propel us further ahead in the coming years and we intend
to keep up the momentum that we have garnered.
8VI’s strategy towards a smarter future will see us investing
heavily in digitalisation and talent, expanding our total
addressable market, and positioning ourselves to offer
new products in the regulated space in the coming years.
More of our programmes and how we operate in terms of
process workflows will be digitalised going forward, while
also ensuring we have the right infrastructure in place to
work effectively in a digital environment.
5
CHAIRMAN’S MESSAGE (Cont’d)
As we look at the total addressable market (“TAM”) for
asset and wealth management in the coming years, there
is immense potential to be tapped, particularly in the ‘Do It
With Me’ segment. Essentially, these savvy individuals are
keen to learn about investing and will use a paid service
to assist them in making the right investment decisions.
At the same time, we will work to attract more potential VI
App users who are avid, mass-market investors. We will
also look at ways to expand VI College’s business model
laterally with new offerings to extend the value chain for
our existing and new customer base.
With the license at 8BIT Global, we also have plans to
integrate other potential
regulated, complementary
financial services on our VI App platform where we see
synergies. To achieve our goals, we will also be investing a
significant amount of our resources and costs into finding
and building the right talent and skill sets to further our
exciting growth journey.
HCCM’s growth path, on the other hand, will come from
channelling our expertise to 3 pillar funds to grow our
business: the HCF Asia fund, the new HCF U.S. fund, as
well as our proprietary VIQuant U.S. Growth Fund which is
founded on our quant-based methodology used in VI App.
Moving forward, we also intend to look at ways to diversify
our Board composition as part of our effort to continue to
upkeep the highest levels of corporate governance. This
move will also help ensure that our Group maintains the
latest pulse on industry best practices and standards.
While the pandemic situation continues to evolve globally,
we are deeply appreciative of the unrelentless efforts of
our team during these challenging times to transform their
own mindsets and approaches to an entirely new way of
working. By rooting ourselves in a strong foundation, we
believe that we will weather future storms successfully
with our passion for our craft and our resilient team
spirit. In addition, the steady and consistent leadership
of our Executive Director, Mr Clive Tan, continues to be
our guiding force at 8I Holdings. We are grateful for our
shareholders’ belief and support in our long-term strategy
and we look forward to seeing you again soon at our
upcoming Annual General Meeting.
The HCF Asia fund has shown promising results since we
restructured it in October 2018, and we will be actively
seeking to scale this business by raising funds to increase
our assets under management (“AUM”).
Ken Chee
Executive Chairman
8I Holdings Limited
We have achieved above average results for our stock
selection with the HCF U.S. Fund with companies that are
mostly mid-large cap with stronger business fundamentals
and better corporate governance, and we will continue to
build this portfolio over the coming months.
While the portfolio under our VIQuant U.S. Growth Fund
has shown promising results and it has shown itself to
be resilient, we will be further testing the processes and
rules more rigorously going forward. In all, we intend to
take a “quantamental” approach to investing by combining
quantitative and fundamental investing, where we will
leverage AI, big data, and machine learning with a human
touch.
As our FinEduTech and Financial Asset Management
segments work seamlessly together to focus on value
creation, we are confident that by bringing these two
complementary business units together, the Group can
benefit from the mutual synergies created from our unique
ecosystem.
6
OPERATING AND FINANCIAL REVIEW
“
We have made conscious
efforts to restructure and
refine our business operations
through a number of initiatives,
including cost management
and a digitalisation strategy
– resulting in our recovery to
a position of profitability in
FY2021.
”
Clive Tan
Executive Director
8I Holdings Limited
FY2021 started with significant
headwinds and brought about a
challenging operating
landscape
amidst
the global pandemic, a
slide in the global economy, and
uncertainty in the macro-economic
and geopolitical environment around
the world.
Since the previous financial year, the Group has made
conscious efforts to restructure and refine our business
operations through a number of initiatives, including a
digitalisation strategy which was further expedited with
the COVID-19 pandemic and sound financial management.
As a result, 8I Holdings has recovered to a position of
profitability in FY2021.
Overview
In FY2021, the Group recorded a revenue and
investment gain of S$32.5 million, representing a
growth of 246.1% as compared to S$9.4 million in
FY2020. Net profit for the same period was recorded
at S$7.9 million, a significant reversal to the net loss
of S$3.7 million in the previous corresponding period.
The improvement in our revenue and investment gain is
mainly attributable to the strong growth of our FinEduTech
division while contending with the various lockdowns and
movement restrictions that arose due to the COVID-19
pandemic, as well as the improved performance of the
restructured Hidden Champions Fund and portfolios.
Our FinEduTech division registered a 139.1% increase in
revenue from S$10.9 million in the previous financial year
to S$26.0 million in the current financial period while the
Financial Asset Management division registered S$6.4
million in investment gains in FY2021, from an investment
loss of S$2.5 million in the previous year.
Financial Position
in FY2021, we
Apart from a return to profitability
maintained a healthy financial position. As of 31 March
2021, we improved our cash position with cash and cash
equivalents of S$26.8 million, up from S$18.4 million last
year. We also improved our cash flows from operating
activities, recording net cash inflow provided by operating
activities of S$10.2 million, as compared to the net cash
inflow by operating activities of S$5.7 million last year.
Key corporate developments in FY2021
In the last year, the Group has also witnessed several key
corporate developments.
7
OPERATING AND FINANCIAL REVIEW (Cont’d)
Revenue (S$’m)
Net Profit After Tax Attributable to
Equity Holders of the Company (S$’m)
Earning Per Share (Singapore cents)
40
30
20
10
0
32.5
25.3
11.9
FY2019
FY2020
FY2021
10
5
0
-5
-10
-15
7.9
FY2019
FY2020
FY2021
-3.7
-10.2
3
2
1
0
-1
-2
-3
2.21
FY2019
FY2020
FY2021
-1.02
-2.80
Cash and Cash Equivalents (S$’m)
Operating Cash Flow (S$’m)
Free Cash Flow (S$’m)
30
20
10
0
26.8
18.4
12.4
FY2019
FY2020
FY2021
10.2
5.7
FY2020
FY2021
15
10
5
0
-5
-10
FY2019
-6.3
8.9
5.1
FY2020
FY2021
10
5
0
-5
-10
FY2019
-6.9
In March and April 2020, we had to accelerate the move
of our Singapore and Malaysia operations online due to
Malaysia’s “Movement Control Order” and Singapore’s
“Circuit Breaker” periods amidst the first wave of the
COVID-19 pandemic. Undaunted, we set up four portfolio
funds in March 2020 – the HCF U.S. Stocks Active Fund,
the VIQuant U.S. Growth Fund, the Crisis Opportunities
Equity Fund, as well as an Option Fund.
In November 2020, we made a significant breakthrough
with VI App, developed through 8BIT Global Pte Ltd (“8BIT
Global”), by garnering regulatory clearance as a Licensed
Financial Adviser approved by the Monetary Authority
of Singapore. This means that we can provide financial
advice on securities and units in collective investment
schemes through research analyses and research reports
via VI App. The license enables us to demonstrate
more conviction on our research and development and
put forward detailed recommendations based on VI
Analysis, our proprietary analysis and rating system,
which we believe will ultimately aid overall investor
confidence
in making smarter, faster and easier
investment decisions.
We held our 10th VI Summit in January 2021 (“VIS2021”)
on a fully virtual platform for the first time, and managed to
draw a record number of more than 3,500 attendees from
the investing community across the Asia-Pacific region.
Held under the theme of “Gearing Up for Exponential
Growth”, key speakers at VIS2021 included renowned
investors, fund managers and key VI Community leaders
and trainers.
In the same month, we also continued with our efforts to
engage and reward our team members, with the issue of
shares to 8VI Holdings employees under our Employee
Securities Incentive Plan (“ESIP”). Our ESIP is designed
to assist in the reward, retention and motivation of our
employees, and allow our employees to receive equity
interest in the Group in the form of securities, and we
intend to continue with our ESIP initiatives going forward
as well.
During the year, the Group also incorporated an 8IH
Variable Capital Company (“VCC”) under the VCC
framework – a new corporate structure for investment
funds which is designed to offer greater operational
flexibility and better corporate governance. After March
2021, we have also set up 2 sub-funds under the 8IH
VCC, namely the VIQuant U.S. Sub-Fund and the VI U.S.
Sub-Fund.
BUSINESS SEGMENT REPORT
FinEduTech – 8VI Holdings Limited
Over the past year, 8VI Holdings Limited (“8VI”) has
performed strongly as a result of our digital transformation
and our robust acquisition, retention and technology
development strategies, as well as the unwavering efforts
of the entire team.
8
OPERATING AND FINANCIAL REVIEW (Cont’d)
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 our strategic
shift into FinEduTech. Following shareholders’ approval at
the Annual General Meeting in July 2020, we have also
changed our name to “8VI Holdings Limited” to reflect
the alignment of our brand and position with effect from
27 July 2020.
The strong building blocks that 8VI has been working
relentlessly to put in place last year by devoting 100% of our
effort and energy into our digital transformation strategy,
are now firmly in place. 8VI started operations in FY2021
with a rapid shift and expansion of its operations and
services online amidst the rise and spread of COVID-19.
This successful transition was executed speedily as part
of our long-term business plan and strategy.
With the seamless integration of acquisition, retention
and technology capabilities on the VI platform, the Group
continued with the sale and subscription of our proprietary
smart investing analysis tool, VI App, and our range of VI
College financial educational programmes and activities
online. As such, we were able to efficiently deliver our
products and services beyond geographical boundaries,
despite the global pandemic, and generate high-quality
revenue, positive cashflow and healthy cash receipts as
a result.
Continuing with strategies outlined by 8VI in our FY2020
annual report; Acquisition, Retention and Technology
Development remain the core focus while broadening and
deepening these pillars with meaningful, localised content,
programmes and features was our key focus this year.
By expanding the range of financial education programmes
and training as well as integrating the community support
fully within VI App to reach a wider audience and meet
evolving consumer habits through digitalisation, we intend
to continue to grow our customer base as VI Community
members tap into our platform and products for life-long,
repeat learning opportunities.
We have plans to invest heavily in digitalisation and
talent – both in terms of our programmes, and acquiring
the right skill sets – while also putting in place the right
infrastructure, hardware and software to handle hybrid
working requirements.
The total addressable market (“TAM”) for asset and wealth
management in coming years offers immense potential,
and we are targeting the ‘Do It With Me’ segment in
particular, where savvy investing individuals are willing to
use a paid service to make the right investment decisions.
We will also work to attract more mass-market VI App
users, as well as ways to expand VI College’s business
model laterally with new offerings for our existing and new
customer base.
9
OPERATING AND FINANCIAL REVIEW (Cont’d)
HCF Class 1 Index Chart
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Hang Seng
At the same time, given our license at 8BIT Global,
we have plans to integrate other potential regulated,
complementary financial services on our VI App platform
where we see synergies.
To ensure we achieve our goals, we will also be investing
heavily in human resources; in finding and investing in the
right talent to join our team. With the right people, we can
take our exciting growth journey to even greater heights.
For more details on the FinEduTech segment, please refer
to the Annual Report for 8VI Holdings Limited.
Financial Asset Management – Hidden Champions
Capital Management Pte Ltd
Our Financial Asset Management division, Hidden
Champions Capital Management (“HCCM”), registered
S$6.4 million in investment gains in FY2021, from an
investment loss of S$2.5 million in the previous financial
year. We will share more below on the progress made
for Hidden Champions Fund (Asia) (“HCF Asia”) and also
highlight the next engine of growth for HCCM leveraging
on VIQuant Fund.
It has been an eventful two years since we started with
ground zero to restructure HCF Asia. While we made many
mistakes along the way, we also took a hard look at what
went wrong and analysed how we could have done better.
After each learning experience, we found ourselves to
be more mindful of our selection in the next round. As it
was intentional that we did not deploy all the funds but to
hold more cash in the first year, the results were flattish
in FY2020.
The second year saw us going against all odds when
COVID-19 hit unexpectedly, yet it was also the time
that we finally reaped the fruits of our labour. With the
pandemic outbreak and crash of the global equities in late
March 2020, we jumped at the opportunity to invest in
the companies already shortlisted, at a discount. These
companies went through a vigorous selection process
prior and most turned out to be COVID-19 resilient.
As a result, they were not only able to withstand the impact
of COVID-19 but also thrive during the crisis. For FY2021,
we are pleased to announce that the listed securities
under HCF Asia registered an unrealised fair value profit
of S$2.6 million, representing a yearly return of about 30%
in FY2021.
• Where we have performed well
Of the 15 companies in our portfolio, 6 out of the 7
companies that announced their September quarter
results performed well with strong revenue and earnings
growth. For the one that experienced negative growth,
we assessed the reasons and opined it temporary
rather than a long-term outcome. In fact, we took the
chance to average in our position on that particular
investment and will continue to monitor the situation
closely. Furthermore, we have adopted an increasingly
defensive stance and reduced our positions in the
market to hold more cash. This will allow us to deploy
it at an opportune time should global equities continue
to worsen.
10
OPERATING AND FINANCIAL REVIEW (Cont’d)
• Areas to improve on moving forward
• VIQuant U.S. Growth Fund
From June to September 2020, the portfolio’s returns
have hovered at around 30% since its inception in
October 2018. The team’s analysis attributed the
stagnant results to the underperformance of our top two
holdings. As the top 2 positions were built in the early
stages of our fund, we would have approached that
investment in a different manner based on the current
situation. We will be looking to make some adjustments
to our allocation of these two holdings to reposition the
portfolio and optimise it for growth.
The returns from our investments will tend to be lumpy
in nature which is typical in our business, since our
performance depends on our stock picks, portfolio
allocation, the overall market conditions and macro-
economic business landscape.
• Forging HCCM’s future growth path
Moving forward, we will focus on channelling our
expertise to 3 pillar funds to grow our business. Firstly,
with the HCF Asia fund showing promising results, we
will be actively seeking to scale this business by raising
funds to increase our assets under management
(“AUM”). This fund has shown itself to be resilient and
positive in its returns since we restructured it in October
2018, and we believe that it has a solid foundation to
build its future returns on.
The second pillar of growth would be our new HCF U.S.
fund which is currently under research, development
and testing. Since April 2020, we started replicating the
processes from our Asia portfolio and applied similar
investment methodologies to our U.S. portfolio, which
we are currently seeding. The transition from Asia to
U.S. has been more manageable than we thought,
thanks to the nature of the companies that are mostly
mid-large cap with stronger business fundamentals and
better corporate governance. So far, we have achieved
above average results for our stock selection and will be
looking to build this portfolio over the coming months.
The third pillar of growth is built on the foundation that
we have built VI App upon. Based on our R&D efforts,
we are currently testing our Quant-based methodology
with our proprietary funds, currently known as VIQuant
U.S. Growth Fund. This portfolio has shown promising
results and we are looking to launch this to Accredited
Investors very soon. As this portfolio fund is rule-
based with only human interventions for refinement,
it has taken care of a major issue of investing: that
of removing human psychology. We look forward to
further testing the processes and rules rigorously
so that we can ensure this fund will be positioned to
provide long-term positive returns to our investors.
The VIQuant U.S. Growth Fund was started during
the COVID-19 correction in March 2020. At that point,
many believed that this could be the catalyst to trigger
the next 10-year market downcycle since the 2008
global financial crisis and attempted to time the market
by holding cash. What happened over the next few
months thereafter was one of the largest tech sector
rallies which left many traditional investors who shored
up cash crying foul from the quantitative easing.
The VIQuant U.S. Growth Fund is a quantamental fund
that started with the sole aim of removing investing
behavioural biases while automating the time-tested
fundamental investing process, and sharpening factor-
based financials with alternative data.
Over the same period that the S&P500 managed to
pull off a 1-year return of 62% starting from 1 April
2020, the VIQuant U.S. Growth Fund managed a 124%
return by systematically and emotionlessly eliminating
companies with weakening fundamentals while adding
and holding on to fundamentally strong companies
which withstood these very trying times.
From a quantitative finance business operations
viewpoint, we have fully automated the stock
selection and ranking process, along with an in-house
direct brokerage execution module where the trade
instructions go straight to the brokers. What remains
are the portfolio monitoring tools that we are currently
developing over the next few months, the ongoing
alpha research, and rigorous strategy back-testing.
Giving back to our communities through social initiatives
Our roots are in the financial education sector. As the origin
from which we have built our business since 2008, we
therefore identified education as a material, guiding pillar
where we want to contribute and share our knowledge
on finance and investing within the communities where
we operate. We also see FinTech as an important pillar
for social initiatives since technology represents the way
forward for our Group and this drives us to do our part for
advancing technology for the future.
With an aim to empower and encourage financial literacy
among young adults, we established the “VI Club for
Youth” in Malaysia - a financial education platform that is
freely accessible for students between 16-24 years old.
Designed to ultimately equip young adults across the globe
with proper financial knowledge, our current initiatives in
the Malaysian pipeline include a series of talks, both online
and offline engagement activities and partnerships with
local universities, amongst others.
11
OPERATING AND FINANCIAL REVIEW (Cont’d)
VIQuant U.S. Growth SF
performance since Mar 2020
CAGR growth rate
+129%
+106%
versus S&P500 +61%
versus S&P500 +52%
250
220
190
160
130
100
40%
30%
20%
10%
0%
-10%
-20%
Cumulative NAV
Taken on 15 Apr 2021
Portfolio
S&P500
229
161
Monthly Performance
29%
16%
13%
5%
6%
2%
8%
6%
7%7%
16%
11%
12%
4% 3%
3%
1%
8%
4%
5%
-2%
-4%
-1%
-3%
-1%
A pr’2 0
M ay’2 0
Ju n’2 0
Jul’2 0
A u g’2 0
S e p’2 0
O ct’2 0
N ov’2 0
D ec’2 0
Jan’2 0
Fe b’2 0
-12%
M ar’2 0
A pr’2 0
The chart above shows the performance of the VIQuant U.S. Growth SF as compared to the S&P500 from
1 April 2020 to 15 April 2021.
In partnership with Nanyang Technological University
(“NTU”) of Singapore, we have also established the VI
College NTU Bursary Fund for the School of Computer
Science and Engineering, in support of NTU’s vision of
ensuring that every deserving student has access to
quality education while also remaining true to our aim of
advancing technology by supporting education.
In December 2020, we contributed to the Singapore
FinTech Association’s efforts to raise S$100,000 for the
NTUC-U Care Fund under the “FinTech for Good initiative”
to provide financial assistance to lower-income union
members and families.
Acknowledgement
At the same time, we wish to express our heartfelt
appreciation to all our shareholders for their unceasing
trust, patience and support towards the team during these
challenging times. In the year ahead, we are committed to
stay focused in executing our growth strategies with the
aim of realising even greater synergies towards a smarter
future, and one where we can bring even greater value to
our shareholders.
It has been a couple of challenging years and we want to
acknowledge the resilience and hard work of every team
member whose individual contribution has been critical for
the small wins we celebrate collectively today.
Clive Tan
Executive Director
8I Holdings Limited
12
CORPORATE STRUCTURE
8I Holdings Limited
Corporate
8 Investment
Pte. Ltd.
(100%)
FinEduTech
8VI Holdings Limited
(79%)
Financial Asset Management
Financial
Education
Financial
Technology
Registered Fund
Management Company
Investment
Fund
(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%)
8VI Taiwan
Co. Ltd.
(70%)
8VI China
Pte. Ltd.
(65%)
Hidden
Champions Fund
(100%)
8VIC JooY
Media Sdn. Bhd.
(100%)
8VI China
(Shanghai)
Co. Ltd.
(100%)
13
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 8VI 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. Clive also chairs the board of Australian-
listed 8VI 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.
14
BOARD OF DIRECTORS (Cont’d)
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 was spent 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, 8I Holdings Limited
and 8VI Holdings Limited as Non-Executive
Director. Charles is an Australian citizen and
holds a Bachelor of Computing (Information
System) from Monash University.
CHAY YIOWMIN
Non-Executive Director
Chay 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 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, the latter of which Yiowmin
is also a programme instructor. Yiowmin is also an associate lecturer with
the Singapore University of Social Sciences (SUSS) teaching financial
statements analysis and valuation.
Yiowmin is an active Grassroots Leader, serving as the treasurer of the
Fernvale Citizens Consultative Committee, the assistant treasurer of
the Kebun Baru Citizens Consultative Committees, and the Chairman
of the Fernvale Community Development and Welfare Fund. 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).
15
KEY MANAGEMENT
LOUIS CHUA
Chief Financial Officer
LOW MING LI
Chief Operating Officer
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
(FCCA) of The Association of Chartered Certified
Accountants, a fellow member (FCA Singapore) of the
Institute of Singapore Chartered Accountants and a
member (CPA) of CPA Australia.
Low Ming Li is the Chief Operating Officer 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 and
is also deeply involved in the development of corporate
policies and management of the Group’s Human Capital.
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).
16
ENGAGING OUR TEAM MEMBERS
We have put in place several initiatives to continuously
engage with our team members, particularly in this ‘new
normal’ age.
brand and culture for the Group and team, ensuring that
we are on the front foot and ready to face any challenges
at any given time.
As work-from-home (“WFH”) becomes a cultural mainstay
in our everyday lives, our employees are equipped with
the right infrastructure, hardware and software setups
to ensure they are ready to tackle hybrid working
arrangements.
In addition to expanding our training and development
budget so that our team members can benefit from
continuous learning and upgrading of their skill sets, we
will be looking to invest in a new space for our talented
team of individuals to come together to build a stronger
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.
We do so through virtual events such as birthday and life
milestone celebrations for our team, regional anniversary
events, as well as festive occasions.
17
PLAYING OUR PART FOR COMMUNITIES
With FinTech and financial education in our DNA, we look
to contribute and share our knowledge on finance and
investing within the communities where we operate and
in turn, give back to our communities through meaningful
social initiatives in these sectors.
Education will be a material, guiding pillar as we embark
on corporate citizenry, and as the origin from which we
built our business since 2008. FinTech will also be a key
area since we view technology as the way forward and an
important part of our future which drives us to stay vested
and do our part for advancing technology.
This year, we established the “VI Club for Youth” in Malaysia
- a financial education platform that is freely accessible
for students between 16-24 years old. With an aim to
empower and encourage financial literacy among young
adults, we wanted to equip young adults across the globe
with proper financial knowledge, and our initiatives in the
pipeline include a series of talks, both online and offline
engagement activities and partnerships with universities,
amongst others.
In partnership with Nanyang Technological University
(“NTU”) of Singapore, we have also established the VI
College NTU Bursary Fund for the School of Computer
Science and Engineering, in support of NTU’s vision of
ensuring that every deserving student has access to
quality education while also remaining true to our aim of
advancing technology by supporting education.
18
In December 2020, we also contributed to the Singapore
FinTech Association’s efforts to raise S$100,000 for the
NTUC-U Care Fund under the “FinTech for Good initiative”
to provide financial assistance to lower-income union
members and families.
We are heartened that our vision of empowering growth
and transforming lives through VI College and VI App now
extends across our community efforts, and will endeavour
to give back in more meaningful ways going forward.
CORPORATE GOVERNANCE STATEMENT
March 31, 2021
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 June 30, 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.
Principle 1: Lay solid foundations for
management and oversight
Recommendation 1.1
A listed entity should disclose:
(a) the respective roles and responsibilities of its board and
management; and
(b) 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
the
of
its performance
Company’s strategic objectives and
generally;
(vi) approving operating budgets and major capital expenditure
and investment;
(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.
19
1
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CORPORATE GOVERNANCE STATEMENT
March 31 2021
Principle 1: Lay solid foundations for
management and oversight (continued)
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.
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.
Recommendation 1.2
Recommendation 1.5
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.
Recommendation 1.3
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.
Recommendation 1.4
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.
20
A listed entity should:
(a) have and disclose a diversity policy;
(b) through its board or a committee of the board set measurable
objectives for achieving gender diversity in the composition of
its board, senior executives and workforce generally; and
(c) disclose in relation to each reporting period:
(1) the measurable objectives set for that period to achieve
gender diversity;
(2) the entity’s progress towards achieving those objectives;
and
(3) either:
(A) 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
(B) if the entity is a “relevant employer” under the
Workplace Gender Equality Act, the entity’s most
recent “Gender Equality Indicators”, as defined in and
published under that Act.
The Company has adopted a Diversity Policy. The Board values
diversity and recognises the benefits
it can bring to the
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.
Category
31 March 2021
Board of Directors
Senior Management
Company wide
Male
4
1
60
Female
-
1
52
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CORPORATE GOVERNANCE STATEMENT
March 31, 2021
Principle 1: Lay solid foundations for
management and oversight (continued)
The Senior Management refer to those persons having authority
and responsibility for planning, directing, controlling the activities
indirectly, of the
of the consolidated entity, directly or
consolidated entity.
Recommendation 1.6
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-
its
executive directors. The performance of the board,
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 at least once every
reporting period; and
(b) disclose for each reporting period whether a performance
evaluation has been undertaken in accordance with that
process during or in respect of that period.
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 2021, over a series of informal discussions, the
executive directors reviewed each senior executive. All senior
executives’ performances met performance criteria.
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
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CORPORATE GOVERNANCE STATEMENT
March 31 2021
Principle 2: Structure the board to add value
(continued)
Recommendation 2.4
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
22
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.
Recommendation 2.6
providing
A listed entity should have a program for inducting new directors
and
development
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.
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CORPORATE GOVERNANCE STATEMENT
March 31, 2021
Principle 3: Act ethically and responsibly
Recommendation 3.1
Principle 4: Safeguard integrity in financial
reporting
A listed entity should articulate and disclose its values
The Company has statement of values which can be viewed on its
website.
Recommendation 3.2
A listed entity should:
(a) have and disclose a code of conduct for its directors, senior
executives and employees; and
(b) ensure that the board or a committee of the board is informed
of any material breaches of that code
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
Recommendation 3.3
A listed entity should:
(a) have and disclose a whistleblower policy; and
(b) ensure that the board or a committee of the board is informed
of any material incidents reported under that policy.
The Company has implemented a whistleblower policy which can
be viewed on its website and the Board is informed when any
material incidents are reported under the policy.
Recommendation 3.4
A listed entity should:
(a) have and disclose an anti-bribery and corruption policy; and
(b) ensure that the board or a committee of the board is informed
of any material breaches of that policy
The Company has implemented an anti-bribery and corruption
policy which can be viewed on its website and the Board is
informed when any material incidents are reported under the
policy.
Recommendation 4.1
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 2021 are set out
below.
Director Name
Chay Yiowmin (Chair)
Clive Tan Che Koon
Charles Mac
Held
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2
2
Attended
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2
2
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CORPORATE GOVERNANCE STATEMENT
March 31 2021
Principle 4: Safeguard integrity in financial
reporting (continued)
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 should disclose its process to verify the integrity of
any periodic corporate report it releases to the market that is not
audited or reviewed by an external auditor.
Any periodic corporate reports are prepared by the accountant,
reviewed by the CFO and presented to the Board for sign off prior
to release to the market.
Principle 5: Make timely and balanced disclosure
Recommendation 5.1
A listed entity should have and disclose a written policy for
complying with its continuous disclosure obligations under listing
rule 3.1.
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.
Recommendation 5.2
A listed entity should ensure that its board receives copies of all
material market announcements promptly after they have been
made.
All material market announcements are circulated to the board
via email.
Recommendation 5.3
A listed entity that gives a new and substantive investor or analyst
presentation should release a copy of the presentation materials
on the ASX Market Announcements Platform ahead of the
presentation.
Results, presentations and transcripts of the Chairman’s address
at annual general meetings are released on the ASX Market
Announcements Platform as soon as practically possible after the
conclusion of the general meeting. Other presentations to new or
substantive shareholders or investor analysts are released on the
ASX Market Announcements Platform prior to the presentation.
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CORPORATE GOVERNANCE STATEMENT
March 31, 2021
Principle 6: Respect the rights of security holders
Principle 7: Recognise and manage risk
Recommendation 6.1
Recommendation 7.1
A listed entity should provide information about itself and its
governance to investors via its website.
The board of a listed entity should:
(a) have a committee or committees to oversee risk, each of
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 ensure that all substantive resolutions at a
meeting of security holders are decided by a poll rather than by a
show of hands.
The company decides all resolutions at a meeting of security
holders by a poll.
Recommendation 6.5
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.
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.
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CORPORATE GOVERNANCE STATEMENT
March 31 2021
Principle 7: Recognise and manage risk
(continued)
Recommendation 7.3
Principle 8: Remunerate fairly and responsibly
Recommendation 8.1
A listed entity should disclose:
(a) if it has an internal audit function, how the function is
The board of a listed entity should:
(a) have a remuneration committee which:
(i) has at least three members, a majority of whom are
structured and what role it performs; or
independent directors; and
(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, it has any material
exposure 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.
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26
(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 2021 are set out
below.
Director Name
Charles Mac (Chair)
Clive Tan Che Koon
Chay Yiowmin
Held
1
1
1
Attended
1
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CORPORATE GOVERNANCE STATEMENT
March 31, 2021
Principle 8: Remunerate fairly and responsibly
(continued)
Recommendation 8.2
Recommendation 8.3
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.
The Remuneration Committee Charter outlines the Company’s
policies and practices regarding the remuneration of non-
executive, executive and other senior directors.
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 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 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.
The Constitutions 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.
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CORPORATE GOVERNANCE STATEMENT
March 31 2021
Principle 9: Additional Recommendations that
apply only in certain cases
Recommendation 9.1
A listed entity with a director who does not speak the language in
which board or security holder meetings are held or key corporate
documents are written should disclose the processes it has in
place to ensure the director understands and can contribute to
the discussions at those meetings and understands and can
discharge their obligations in relation to those documents.
Not Applicable
Recommendation 9.2
A listed entity established outside Australia should ensure that
meetings of security holders are held at a reasonable place and
time.
Meetings of security holders are held at the Company’s head
office in Singapore. In addition, where possible the Company
provide security holders with the option to attend the meeting via
electronic/online facilities.
Recommendation 9.3
A listed entity established outside Australia, and an externally
managed 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 Company ensures that its auditor attends each AGM and is
available to answer questions from security holders relevant to
the audit.
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REMUNERATION REPORT
For the financial year ended 31 March 2021
This remuneration report set out
information about the
remuneration of 8I Holdings Limited’s key management
personnel for the financial year ended 31 March 2021. 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.
Executive remuneration
for executives
in employment
Remuneration
agreements. Details of the employment agreement with
Executive Directors are provided below.
is set out
performance-related
Executive Directors may
compensation but do not receive any retirement benefits, other
than statutory Central Provident Fund (CPF) contribution.
receive
Remuneration Policy
Assessing performance
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)
Non-Executive Directors’ remuneration
The Constitution and the ASX Listing Rules specify that the
aggregate remuneration of Non-Executive Directors shall be
determined from time to time by shareholders in general
meeting. Total remuneration for all Non-Executive Directors, last
voted upon by shareholders in 2020, is not to exceed $200,000
per annum. Directors’ fees cover all main board activities and
membership of committees if applicable.
Non-Executive Directors do not receive any retirement benefits.
The Board is responsible for assessing performance against Key
Performance Indicators (KPIs) and determining the Short-term
Incentives (STI) and Long-term Incentive (LTI) to be paid. To assist
in this assessment, the Board may request detailed reports on
performance from management and market share.
The Group does not have any formal bonus scheme in place. The
Group does not have any ongoing commitment to pay bonuses.
Long-term incentive
Long-term Incentives (LTI) may be provided to key management
personnel in the form of Share Plans over ordinary shares of the
Company. LTI are considered to promote continuity of
employment and provide additional incentive to recipients to
increase shareholder wealth. Share Plans may only be issued to
Directors subject to approval by shareholders in general meeting.
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$192,000 p.a.(2)
S$252,000 p.a.
S$nil
S$nil
Fees
S$nil
S$43,200 p.a.(3)
S$48,000 p.a.
S$48,000 p.a.
S$42,000 p.a.(3)
* There are no fixed term nor notice period in the Directors’ service
agreements
(1) Excluding employer’s Central Provident Fund (CPF) contribution
(2) Executive director remuneration of a subsidiary
(3) Non-executive director fee of a subsidiary
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REMUNERATION REPORT
For the financial year ended 31 March 2021
Details of Remuneration
A breakdown showing the level and mix of each Director’s and Key Management Personnel’s remuneration for the financial year ended 31
March 2021 is set out below:
Name of Directors
Executive Directors
Chee Kuan Tat, Ken
Remuneration of Company
Remuneration of a subsidiary
Clive Tan Che Koon
Remuneration of Company
Remuneration of a subsidiary
Non-executive Directors
Chay Yiowmin
Remuneration of Company
Charles Mac
Remuneration of Company
Remuneration of a subsidiary
Short-term
Bonus/
Profit-
sharing
S$’000
Salary
S$’000
Post-
employment
Share-based
Payments
Directors’
Fee
S$’000
CPF
Contribution
S$’000
Share Plan
S$’000
Total
S$’000
168
192
252
-
-
-
-
14
369
37
-
-
-
-
-
-
-
43
42
42
21
15
17
16
-
-
-
-
-
307
-
153
-
-
37
197
885
305
196
42
42
58
Name of Key
Management Personnel
Designation
Salary
%
Bonus
%
Short-term
Post-
employment
CPF
Contribution
%
Share-based
Payments
Share Plan
%
Total
%
S$100,000 to below S$250,000
Low Ming Li
Chief Operating Officer
Louis Chua Chun Woei
Chief Financial Officer;
Chief Risk Officer; and
Company Secretary
(Australia)
80
81
12
12
8
7
-
-
100
100
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$1,273,798 for the financial year
ended 31 March 2021 (2020: S$855,016).
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
2021.
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 2021.
The Company also reimburses validly incurred business expenses
of Directors and Key Management Personnel.
Share-based remuneration
No options over ordinary shares in the Company were granted as
compensation to each key management person during the
reporting period.
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REMUNERATION REPORT
For the financial year ended 31 March 2021
Other Information
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
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
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31
DIRECTORS’ STATEMENT
For the financial year ended 31 March 2021
The directors present their statement to the members together
with the audited financial statements of the Group for the
financial year ended 31 March 2021 and the statement of
financial position of the Company as at 31 March 2021.
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 2021 and
the financial performance, changes in equity and cash flows
of the Group for the financial year covered by the
consolidated financial statements; and
(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.
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, other than as disclosed under
“Subsidiary’s Rights and Share Options” in this statement.
Directors’ interests in shares or debentures
(a) 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 31.3.2021
At 1.4.2020
86,885,009
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
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Holdings registered in name of
director or nominee
At 31.3.2021
At 1.4.2020
400,000
200,000
-
-
8VI Holdings Limited
(No. of ordinary shares)
Mr Chee Kuan Tat, Ken
Mr Clive Tan Che Koon
(b) According to the register of directors’ shareholdings, certain
directors holding office at the end of the financial year had
interests in performance rights and options to subscribe for
ordinary shares of a Company’s subsidiary, 8VI Holdings
Limited (“8VI”), granted pursuant to the 8VI’s Employee
Securities Incentive Plan as set out below and under
“Subsidiary’s Rights and Share Options” below:
No. of unissued
ordinary shares under
performance rights and options
At 31.3.2021
At 1.4.2020
8VI Holdings Limited
Mr Chee Kuan Tat, Ken
Class C Performance Rights
Class D Performance Rights
Class C Performance Rights
Class D Performance Rights
Options
Mr Clive Tan Che Koon
Class C Performance Rights
Class D Performance Rights
Class C Performance Rights
Class D Performance Rights
Options
200,000
200,000
250,000
250,000
1,000,000
100,000
100,000
125,000
125,000
500,000
-
-
-
-
-
-
-
-
-
-
(c) Mr Chee Kuan Tat, Ken, who by virtue of his interest of not
less than 20% of the issued capital of the Company, is
deemed to have an interest in the share capital of the
Company’s subsidiaries.
(d) The directors’
interests
in the ordinary shares and
convertible securities of the Company as at 21 April 2021
were the same as those as at 31 March 2021.
Subsidiary’s rights and share options
(a)
8VI Employee Securities Incentive Plan
The 8VI’s Employee Securities Incentive Plan (“Share Plan”)
for key directors and employees of the Group was approved
by members of 8VI at its annual general meeting on 23 July
2020. The Share Plan provides a means to attract, motivate
and retain key directors and employees and provide them
with the opportunity to participate in the future growth of
8VI.
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DIRECTORS’ STATEMENT
For the financial year ended 31 March 2021
Subsidiary’s rights and share options (continued)
(a)
8VI Employee Securities Incentive Plan (continued)
Under the Share Plan, the 8VI’s board of directors may from time to time determine that a director of the companies of the Group,
subject to its members’ approval, or an employee may participate in the Share Plan to apply for securities on such terms and
conditions as the 8VI’s board of directors decides.
The persons to whom the rights and options have been issued have no right to participate by virtue of the options in any share issue
of any other companies of the Group. The Group has no legal or constructive obligation to repurchase or settle the securities in cash.
During the financial year, pursuant to 8VI members’ approval at its annual general meeting on 23 July 2020, 8VI granted its directors
options to subscribe for 2,000,000 ordinary shares of 8VI at exercise price of AUD 0.45 per share (“Options”) and performance rights
to be converted into 2,600,000 ordinary shares of 8VI upon meeting the vesting conditions (“Performance Rights”).
The Options are exercisable from 21 August 2020 and expire on 30 June 2025. The vesting condition for the Options is that the holder
being a director of 8VI when the Options are exercised. The total fair value of the Options granted was estimated to be AUD 955,600
using the Hoadleys Employee Stock Option Model. Details of the Options granted to directors of the Company are as follows:
No. of unissued ordinary shares of 8VI under Options
Granted in
financial year
ended 31.03.2021
Aggregated
granted since
commencement of
scheme to
31.3.2021
Aggregate
exercised since
commencement of
scheme to
31.3.2021
Aggregate
outstanding as at
31.03.2021
1,000,000
500,000
1,000,000
500,000
-
-
1,000,000
500,000
Name of director
Mr Chee Kuan Tat, Ken
Mr Clive Tan Che Koon
The Performance Rights will not have consideration on satisfaction of the vesting conditions. The vesting conditions for the
Performance Rights are:
-
-
The holder being a director of 8VI as at the relevant vesting determination dates specified in the table below; and
The relevant volume weighted average price (VWAP) of 8VI’s shares traded on ASX over any 20-day period exceeds the prices
specified in the table below.
Performance Rights granted
Vesting conditions
Number
400,000
400,000
400,000
400,000
500,000
500,000
Effective
grant date
23.07.2020
23.07.2020
23.07.2020
23.07.2020
23.07.2020
23.07.2020
Fair value per
right at
effective grant
date (AUD)
Earliest vesting
determination
date
VWAP Share
Price condition
(AUD)
0.4675
0.3813
0.4037
0.2016
0.2570
0.1389
21.08.2020
21.08.2020
01.04.2021
01.04.2021
01.04.2022
01.04.2022
0.45
0.60
0.70
2.00
2.30
5.00
Expiry date
30.04.2021
30.04.2021
30.04.2022
30.04.2022
30.04.2023
30.04.2023
Class A Performance Rights
Class B Performance Rights
Class C Performance Rights
Class D Performance Rights
Class E Performance Rights
Class F Performance Rights
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DIRECTORS’ STATEMENT
For the financial year ended 31 March 2021
Subsidiary’s rights and share options (continued)
(a)
8VI Employee Securities Incentive Plan (continued)
The total fair value of the Performance Rights granted was estimated to be AUD 779,590 using the Hoadleys Hybrid ESO Model (a
Monte Carlo simulation model). Details of the Performance Rights granted to directors of the Company are as follows:
No. of unissued ordinary shares of 8VI under Performance Rights
Granted in
financial year
ended 31.3.2021
Aggregated
granted since
commencement of
scheme to
31.3.2021
Aggregate
exercised since
commencement of
scheme to
31.3.2021
Aggregate
outstanding as at
31.03.2021
1,300,000
650,000
1,300,000
650,000
400,000
200,000
900,000
450,000
Name of director
Mr Chee Kuan Tat, Ken
Mr Clive Tan Che Koon
During the financial year, the vesting conditions of the Class A Performance Rights and Class B Performance Rights were satisfied and
both classes of Performance Rights were converted into 8VI ordinary shares. Mr Chee and Mr Tan received 400,000 ordinary shares
and 200,000 ordinary shares respectively from the exercising of their Class A Performance Rights and Class B Performance Rights.
(b) Performance Rights and Options of 8VI outstanding
The number of unissued shares of 8VI under Performance Rights and Options in relation to the Share Plan outstanding at the end of
the financial year was as follows:
No of unissued ordinary shares of 8VI
under the rights and options at 31.3.2021
Exercise price
Exercise period
400,000
400,000
500,000
500,000
2,000,000
-
-
-
-
AUD 0.45
1.04.2021 to 30.04.2022
1.04.2021 to 30.04.2022
1.04.2022 to 30.04.2023
1.04.2022 to 30.04.2023
21.08.2020 to 30.06.2025
Class C Performance Rights
Class D Performance Rights
Class E Performance Rights
Class F Performance Rights
Options
Audit Committee
The members of the Audit Committee at the end of the financial year were as follows:
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 2021 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.
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DIRECTORS’ STATEMENT
For the financial year ended 31 March 2021
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 2021
Clive Tan Che Koon
Director
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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 2021, 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 2021 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
for the financial year ended 31 March 2021. 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 matters 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.
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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 14 to the financial statements)
We assessed the appropriateness of management’s process
by which indicators of impairment were identified.
The Company carries its investment in subsidiaries at cost adjusted for
impairment losses. As at 31 March 2021, the carrying amount of
investment in subsidiaries amounted to S$22,351,126. During the
financial year, the Company recognised net write back of impairment
losses of S$4,744,171 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
Company. Moreover, the identification of impairment indicators or
events, the estimation of recoverable amount and the determination of
impairment
judgements and
assumptions by management.
loss requires the use of significant
Valuation of financial instruments held at fair value
(Refer to Note 3,11,16 and 24 to the financial statements)
Financial instruments held by the Group at fair value include equity
securities designated at fair value.
The Group’s financial instruments are predominantly valued using
quoted market prices (‘Level 1’). The valuations of ‘Level 3’ financial
instruments rely on significant unobservable inputs.
We considered the overall valuation of financial instruments (Level 1 and
3) to be a key audit matter given the financial significance to the Group,
the nature of the underlying financial instruments and the estimation
involved to determine fair value.
Where impairment had been identified, for samples of
investment in subsidiaries, our work included:
•
and
position
financial
considering the latest developments in relation to the
subsidiaries’
financial
performance, especially the impact from COVID-19
pandemic;
examining the recoverable amounts determined by
management, including the appropriateness of the
method and key assumptions used;
challenging management’s assumptions;
testing the adequacy of impairment loss; and
considered the adequacy of disclosures in the financial
statements in respect to the impairment.
•
•
•
•
Based on procedures performed, we have assessed that the
aggregate provision for impairment loss is appropriate.
independent
to determine
1. Obtain quoted market prices of listed equity securities
an
source
from
independent estimate of fair value for samples of the
Group's Level 1 financial instruments. We compared
these to the Group’s calculations of fair value to assess
individual material valuation differences or systemic
bias;
assessed the reasonableness of the methodologies
used and the assumptions made for samples of
instruments valuations with significant
financial
inputs (Level 3 financial
unobservable valuation
instruments); and
2.
3. performed
tests of
the
methodology over fair value adjustments, in light of
available market data and industry trends.
inputs and assessed
Overall, we considered that the valuation of financial
instruments held at fair value was within a reasonable
range of outcomes. We also found the fair value disclosures
in the financial statements to be adequate.
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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
Intangible assets recognition and measurement
(Refer to Note 2.7, 3 and 15 to the financial statements)
Our procedures in relation to the Group’s recognition and
measurement of development of software, we:
As at 31 March 2021, the Group’s intangible assets includes development
of software with carrying amount of S$790,401.
During the year, the Group conducted a continuous update on the mobile
application for VI App. Management applied judgement in identifying
which functions need updates and expenditure attributable to the
updates that met the criteria for capitalisation under the requirements of
accounting standards. Factors considered by management included the
Group’s intention, availability of technical, financial and other resources
and technical ability to complete the updates, the likelihood of
generating sufficient future economic benefits to the Group and its ability
to measure the expenditure incurred.
We considered such to be a key audit matter because of the significance
of the costs capitalised and the judgement involved in assessing whether
the capitalisation criteria have been met.
Other Information
1. Obtained an understanding and assessing the design
of the controls in relation to how management
determined and measured costs that are directly
attributable to the development activities;
2. Evaluate the nature of the development costs incurred
that are capitalised into intangible assets;
3. Assessing the reasonableness of the capitalisation
based on our knowledge of the business and industry;
4. Evaluating the appropriateness of expenses capitalised
on a sample basis by agreeing the costs to internal
timesheet and payroll records.
Based on the procedure performed above, we consider the
costs capitalised to be supportable by available evidence.
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 this 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.
When we read the annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter
to those charged with governance and take appropriate actions in accordance with SSAs.
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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)
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.
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.
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39
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)
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.
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 2021
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40
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the financial year ended 31 March 2021
Revenue
Investment gains/(losses)
Cost of sales and services
Gross profit
Other gains
Other income
Expenses
- Administrative expenses
- Marketing and other operating expenses
- Finance costs
Share of (profit)/loss attributable to the unit holders of redeemable participating
shares
Share of loss of an associated company
Profit/(loss) before income tax
Income tax expense
Profit/(loss) for the year
Other comprehensive (loss)/income:
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:
- Fair value gains/(losses) - financial assets, at FVOCI
Other comprehensive (loss)/income, net of tax
Total comprehensive income/(loss) for the year
Profit/(loss) attributable to:
- Owners of the Company
- Non-controlling interests
Total comprehensive income/(loss) attributable to:
- Owners of the Company
- Non-controlling interests
Note
2021
S$
2020
S$
4
4
6
5
5
6
6
20
8
16
25,965,015
6,565,281
(6,147,303)
11,864,905
(2,466,598)
(3,381,525)
26,382,993
6,016,782
107,486
1,208,000
73,980
503,151
(8,877,473)
(7,645,974)
(33,770)
(7,044,851)
(3,993,417)
(81,577)
(1,062,173)
-
10,079,089
(1,037,177)
9,041,912
719,846
(29,652)
(3,835,738)
(151,190)
(3,986,928)
(653,526)
478,393
795
(652,731)
(317,570)
160,823
8,389,181
(3,826,105)
7,946,616
1,095,296
9,041,912
(3,679,184)
(307,744)
(3,986,928)
7,328,073
1,061,108
8,389,181
(3,639,021)
(187,084)
(3,826,105)
Profit/(loss) per share attributable to equity holders of the Company (S$ cent per share)
- Basic earnings
- Diluted earnings
9
9
2.21
2.21
(1.02)
(1.02)
The accompanying notes form an integral part of these financial statements.
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CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 March 2021
Note
31 March
2021
S$
2020
S$
10
11
12
8
12
13
15
16
21
17
18
8
19
20
18
19
21
22
23
26,819,650
24,868,213
2,153,261
-
53,841,124
351,900
1,450,709
790,401
1,275,182
296,355
4,164,547
18,442,385
14,358,481
2,527,868
129,122
35,457,856
1,242,921
1,597,993
430,439
1,266,261
264,331
4,801,945
58,005,671
40,259,801
3,852,696
798,089
465,036
9,521,393
5,359,489
19,996,703
73,625
233,789
4,000
311,414
1,767,983
1,146,938
-
3,969,752
3,927,686
10,812,359
67,574
-
4,000
71,574
20,308,117
37,697,554
10,883,933
29,375,868
33,972,254
(14,122,248)
15,562,255
35,412,261
2,285,293
34,455,641
(13,753,947)
7,615,639
28,317,333
1,058,535
37,697,554
29,375,868
ASSETS
Current assets
Cash and cash equivalents
Financial assets, at FVPL
Trade and other receivables
Current income tax asset
Non-current assets
Other receivables
Property, plant and equipment
Development of software
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
Unearned revenue
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
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The accompanying notes form an integral part of these financial statements.
42
STATEMENT OF FINANCIAL POSITION - COMPANY
As at 31 March 2021
ASSETS
Current assets
Cash and cash equivalents
Financial assets, at FVPL
Trade and other receivables
Non-current assets
Other receivables
Investments in subsidiaries
Financial assets, at FVOCI
Total assets
LIABILITIES
Current liabilities
Trade and other payables
Unearned revenue
Total liabilities
NET ASSETS
EQUITY
Capital and reserves attributable to owners of the Company
Share capital
Other reserves
Accumulated profits/(losses)
Total equity
Note
31 March
2021
S$
2020
S$
10
11
12
12
14
16
17
19
22
23
1,364,463
9,494,024
169,529
11,028,016
351,900
22,351,126
1,267,761
23,970,787
34,998,803
8,100,084
32,041
4,905,819
13,037,944
1,242,921
15,678,762
1,077,479
17,999,162
31,037,106
316,457
-
316,457
137,455
24,150
161,605
34,682,346
30,875,501
33,972,254
(2,087,255)
2,797,347
34,682,346
34,455,641
(2,062,917)
(1,517,223)
30,875,501
The accompanying notes form an integral part of these financial statements.
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the financial year ended 31 March 2021
Attributable to owners of the Company
Share
capital
S$
Fair value
reserve
S$
Currency
translation
reserve
S$
Capital
reserve
S$
Employee
share plan
reserve
S$
Retained
profits
S$
Total
S$
Non-
controlling
interests
S$
Total
equity
S$
2021
Beginning of financial year
34,455,641
(11,395,788)
(47,644)
(2,310,515)
Profit for the year
Other comprehensive income/(loss) for the year
Total comprehensive income/(loss) for the year
-
-
-
-
795
795
-
(619,338)
(619,338)
-
-
-
-
-
-
-
7,615,639
28,317,333
1,058,535
29,375,868
7,946,616
-
7,946,616
7,946,616
(618,543)
7,328,073
1,095,296
(34,188)
1,061,108
9,041,912
(652,731)
8,389,181
Shares buy-back (Note 22)
Value of employee services
Performance rights exercised
Dilution of subsidiaries without change in control
Total transactions with owners of the Company, recognised
directly in equity
End of financial year
(483,387)
-
-
-
(483,387)
-
-
-
-
-
-
-
-
-
-
-
-
201,702
(230,210)
-
613,958
(335,208)
-
(28,508)
278,750
-
-
-
-
-
(483,387)
613,958
(133,506)
(230,210)
-
-
133,506
32,144
(483,387)
613,958
-
(198,066)
(233,145)
165,650
(67,495)
33,972,254
(11,394,993)
(666,982)
(2,339,023)
278,750
15,562,255
35,412,261
2,285,293
37,697,554
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The accompanying notes form an integral part of these financial statements.
44
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (continued)
For the financial year ended 31 March 2021
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)
Shares buy-back (Note 22)
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.
45
CONSOLIDATED STATEMENT OF CASH FLOWS
For the financial year ended 31 March 2021
Cash flows from operating activities
Profit/(loss) before income tax
Adjustments for:
- Net gain on disposal of subsidiaries
- Net gain on disposal of an associated company
- Net fair value (gain)/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
- Dividend income
- Interest income
- Gain on disposal of property, plant and equipment
- Rent concessions
- Depreciation of property, plant and equipment
- Amortisation of development of software
- Property, plant and equipment written off
- Bad debt written off
- Credit loss allowance
- Finance costs
- Employee share plan expense
- Share of loss of an associated company
- Share of profit/(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
- Trade and other payables
- Unearned revenue
Cash generated from operations
Interest received
Dividend received
Income tax paid
Net cash provided by operating activities
Cash flows from investing activities
Acquisition of non-controlling interest without a change in control
Proceeds from sale of property, plant and equipment
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 development of software
(Additions)/disposal of financial assets through other comprehensive income
Net cash (used in)/provided by investing activities
Note
2021
S$
2020
S$
10,079,089
(3,835,738)
4
4
4
4
4
5
5
5
6
6
6
6
6
7
20
8(b)
13
15
16
-
-
(1,548,546)
(4,591,388)
(425,347)
(70,631)
(1,710)
(65,191)
1,659,719
313,134
36,789
198,749
136,263
33,770
665,840
-
1,062,173
(658,242)
6,824,471
(145,385)
(4,369,799)
2,084,713
5,785,430
10,179,430
70,631
425,347
(480,791)
10,194,617
(368,474)
5,995
-
-
-
1,076,000
(587,434)
(673,096)
(8,126)
(555,135)
(51,977)
(5,320)
3,334,810
(162,778)
(648,137)
(207,524)
-
-
1,737,126
158,481
-
2,265
112,783
81,577
-
29,652
(719,846)
396,648
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
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CONSOLIDATED STATEMENT OF CASH FLOWS (continued)
For the financial year ended 31 March 2021
Cash flows from financing activities
Shares buy-back
Payment of principal portion of lease liabilities
Finance cost paid
Net proceed from/(payment to) fund’s non-controlling unit holders
Net cash used in financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents
Beginning of financial year
Effects of currency translation on cash and cash equivalents
End of financial year
Note
2021
S$
2020
S$
22
20
(483,387)
(1,219,403)
(33,730)
638,419
(1,098,101)
(35,806)
(1,392,434)
(81,574)
(1,180,311)
(2,690,125)
8,541,381
5,788,561
18,442,385
(164,116)
26,819,650
12,382,781
271,043
18,442,385
The accompanying notes form an integral part of these financial statements.
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NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2021
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
2.1 Basis of preparation
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 activity of the Company is management consultancy
services. The principal activities of its subsidiaries are disclosed in
Note 14 to the financial statements.
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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 2020
On 1 April 2020, the Group has adopted the new or amended FRSs
and Interpretations of FRSs (“INT FRSs”) 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 FRSs and INT
FRSs.
The adoption of these new or amended FRSs and INT FRSs 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 early adoption of
to FRS 116 Leases: Covid-19-Related Rent
amendment
Concessions:
Early adoption of amendment to FRS 116 Leases: Covid-19-
Related Rent Concessions
The Group has elected to early adopt the amendment to FRS 116
which introduced a practical expedient for a lessee to elect not to
assess whether a rent concession is a lease modification, if all the
following conditions are met:
(a) the change in lease payments results in revised consideration
for the lease that is substantially the same as, or less than, the
consideration for the lease immediately preceding the change;
(b) any reduction in lease payments affects only payments
originally due on or before 30 June 2021; and
(c) there is no substantive change to other terms and conditions
of the lease.
The Group has elected to apply this practical expedient to all
property leases. As a result of applying the practical expedient,
in
rent concessions of S$65,191 (Note 5) was
“Government grants” presented under “Other income” in the
profit or loss during the year.
included
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2021
2. Significant accounting policies (continued)
2.2 Revenue recognition
2.4 Borrowing costs
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.
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.
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)
(c)
Programme fees
The Group provides financial education and training
services. Revenue is recognised when the participants
attended first day of training. The Company will record
contractual liabilities for advance payment made for the
training.
Subscription income
Subscription income is recognised over the subscription
period.
Commission income
Commission income is recognised when the corresponding
service is provided.
(d) Rendering of services
The Group provide digital production and advertising
income. Revenue is recognised when the services have been
performed and rendered.
(e) 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.
(f)
Interest income
Interest income is recognised using the effective interest
method.
(g) Rental income
Rental income from events site is accounted for on a
straight-line basis over the period of the rent.
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.
2.5 Group accounting
(a)
Subsidiaries
(i) Consolidation
(including structured
Subsidiaries are all entities
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
(ii) Acquisitions
The acquisition method of accounting is used to account
for business combinations entered into by the Group.
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
issued by the Group. The consideration
interests
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.
49
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NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2021
2. Significant accounting policies (continued)
2.5 Group accounting (continued)
(c) Associated companies
(a)
Subsidiaries (continued)
(ii) Acquisitions (continued)
Acquisition-related costs are expensed as incurred.
liabilities and
Identifiable assets acquired 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.
(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
the
subsidiaries and associated companies”
accounting policy on investments in subsidiaries in the
separate financial statements of the Company.
for
(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.
50
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.
(i) Acquisitions
is
initially
in associated companies
Investments
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.
(ii) Equity method of accounting
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
comprehensive
received or
income. Dividends
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.
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.
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NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2021
2. Significant accounting policies (continued)
2.5 Group accounting (continued)
(c)
Subsequent expenditure
(c) Associated companies (continued)
(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 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
at cost and subsequently carried at cost
less
accumulated
depreciation
accumulated
impairment losses.
and
(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.
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”.
2.7 Intangible assets
Development of software
Research costs are recognised as an expense when incurred. Costs
directly attributable to the development of VI App and CRM
system 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 and are amortised over their
estimated useful lives of 2 years.
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.
(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:
2.9 Impairment of non-financial assets
Intangible assets – Development of software
Property, plant and equipment
Right-of-use assets
Investments in subsidiaries and associated companies
Office premises
Office equipment
Furniture and fittings
Motor vehicles
Useful lives
1 to 3 years
1 to 3 years
3 years
5 years
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.
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.
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NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2021
2. Significant accounting policies (continued)
2.9 Impairment of non-financial assets (continued)
At initial recognition
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.
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.
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.
At subsequent measurement
(i) Debt instruments
The difference between the carrying amount and recoverable
amount is recognised as an impairment loss in profit or loss.
Debt instruments mainly comprise of cash and cash
equivalents and trade and other receivables.
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.
2.10 Financial assets
(a) Classification and measurement
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.
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52
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 other income
and presented as interest income, using the effective
interest rate method.
• 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
foreign exchange gains and
losses, which are
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 and(losses)”.
Interest
is
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 and(losses)”.
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2021
2. Significant accounting policies (continued)
2.10 Financial assets (continued)
(a) Classification and measurement (continued)
At subsequent measurement (continued)
(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 and
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 30 days past due.
The Group considers a financial asset in default when
contractual payments are 60-365 days past due. However,
in certain cases, the Group may also consider a financial
asset to be default when internal or external information
indicates that the Group
is unlikely to receive the
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.
(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.
(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
is
between the carrying amount and sales proceed
recognised in profit or loss if there was no election made to
recognise fair value changes
in other comprehensive
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.
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NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2021
2. Significant accounting policies (continued)
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
non-current liabilities.
Trade and other payables are initially recognised at fair value, and
subsequently carried at amortised cost using the effective interest
method.
2.13 Fair value estimation of financial assets and
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
(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.
is only required when the terms and
Reassessment
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
54
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
incremental
determined, the Group shall use
borrowing rate.
its
Lease payments include the following:
- Fixed payment
(including
payments), less any lease incentives receivables;
in-substance
fixed
- 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;
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NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2021
2. Significant accounting policies (continued)
2.14 Leases (continued)
(a) When the Group is the lessee: (continued)
• Lease liabilities (continued)
- 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.
•
Early adoption of amendment to FRS 116 Leases:
Covid-19-Related Rent Concessions
The Group has applied the amendment to FRS 116
Leases: Covid-19-Related Rent Concessions. The Group
applies the practical expedient allowing it not to assess
whether a rent concession related to COVID-19 is a
lease modification. The Group applies the practical
expedient consistently to contracts with similar
characteristics and in similar circumstances. For rent
concessions in leases to which the Group chooses not
to apply the practical expedient, or that do not qualify
for the practical expedient, the Group assesses whether
there is a lease modification.
(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.
2.15 Income taxes
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
It establishes provisions, where
subject to
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.
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)
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
(ii) 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.
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NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2021
2. Significant accounting policies (continued)
2.15 Income taxes (continued)
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.
2.16 Provisions
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 cost.
Changes in the estimated timing or amount of the expenditure or
discount rate are recognised in profit or loss when the changes
arise.
included in the estimation of the number of shares under options
that are expected to become exercisable on the vesting date.
At each balance sheet date, the Group revises its estimates of the
number of shares under options that are expected to become
exercisable on the vesting date and recognises the impact of the
revision of the estimates in profit or loss, with a corresponding
adjustment to the employee share plan reserve over the
remaining vesting period.
When the options are exercised, the proceeds received (net of
transaction costs) and the related balance previously recognised
in the employee share plan reserve are credited to the share
capital account, when new ordinary shares are issued, or to the
“treasury shares” account, when treasury shares are re-issued to
the employees.
2.18 Currency translation
(a)
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.
2.17 Employee compensation
(b)
Transactions and balances
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.
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 operates an equity-settled, share-based compensation
plan. The value of the employee services received in exchange for
the grant of options is recognised as an expense with a
corresponding increase in the employee share plan reserve over
the vesting period. The total amount to be recognised over the
vesting period is determined by reference to the fair value of the
options granted on grant date. Non-market vesting conditions are
56
Transactions in a currency other than the functional
into the
currency (“foreign currency”) are translated
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.
(c)
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)
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
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NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2021
2. Significant accounting policies (continued)
2.18 Currency translation (continued)
(c)
Translation of Group entities’
(continued)
financial statements
(iii) all resulting currency translation differences are
recognised
income and
in other comprehensive
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
were recorded as part of the
liabilities of redeemable
participating shares.
in the
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.
Critical
accounting policies
judgements
in applying
the entity’s
a.
Determination of lease term of contracts with extension
options
As at 31 March 2021, the Group’s lease liabilities, which are
measured with reference to an estimate of the lease term,
amounted to S$871,714, 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 2021, 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.
b.
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
of the
incremental
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
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NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2021
3. Critical accounting estimates, assumptions
4. Revenue and investment gains/(losses)
and judgements (continued)
c.
Fair value of financial instruments
The majority of the Group’s financial instruments reported
at fair value are based on quoted and observable market
prices or valuation techniques that are based on
independently sourced or verified market parameters.
instruments without an
The fair value of financial
observable market price in an active market may be
determined using valuation techniques. The choice of
valuation techniques and assumptions that are based on
judgement for
market conditions requires significant
investment in unquoted equities.
Please refer to Note 24(e) for further details on fair
valuation and fair value hierarchy of the Group’s financial
instruments measured at fair value.
d.
Income taxes
is
involved
judgement
The Group has exposure to income taxes in numerous
jurisdictions. Significant
in
determining the Group’s provision for income taxes. The
Group recognises liabilities for expected tax issues based on
reasonable estimates of whether additional taxes will be
due. Where uncertainty exists around the Group’s tax
position including resolution of any related appeals or
litigation processes, appropriate provisions are provided
based on technical merits of the positions with the same tax
authority. Note 21 provides details of the Group’s deferred
tax assets/liabilities. In general, determination of the value
of assets/liabilities relating to carry forward tax losses
requires judgement.
e.
Development of software
Revenue
Type of good or service
- Financial education program sales
- Subscription income
- Commission income
- Rendering of services
- Dividend income
- Others
Total revenue
Timing of transfer of good or service
At a point in time
Over time
Investment gains/(losses) from
public markets
Fair value gain/(loss) on investment
securities
Gain on sale of investment securities
Dividend income
Investment gains from private
markets
Net gain on disposal of subsidiaries
Net gain on disposal of an associated
company
Group
2021
S$
2020
S$
20,385,945 10,087,758
1,464,798
128,088
149,952
1,235
33,074
25,965,015 11,864,905
5,212,642
277,138
84,957
1,453
2,880
20,745,148 10,909,106
955,799
25,965,015 11,864,905
5,219,867
1,548,546
4,591,388
425,347
6,565,281
(3,334,810)
162,778
648,137
(2,523,895)
-
-
51,977
5,320
Total investment gains/(losses)
6,565,281
(2,466,598)
The Group estimates the useful lives to amortise the
development of software based on the future performance
of the assets acquired and management’s judgement of the
period over which economic benefits will be derived from
the assets. The estimated useful lives of the development of
software
into
consideration factors such as changes in technology. The
amount and timing of recorded expenses for any period
would be affected by changes in the estimates. A reduction
in the estimated useful lives of the development of software
would increase the recorded expenses and decrease the
non-current assets.
periodically,
reviewed
taking
are
The cost of development of software is amortised on a
straight-line basis over the asset’s useful
lives. The
management estimates the useful lives of these intangible
assets to be 2 years.
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NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2021
5. Other gains and other income
6. Expenses by nature
Other gains
Gain on foreign exchange - net
Gain on disposal of property, plant
and equipment
Other income
Interest income
Government grants
Rental income
Others
Group
2021
S$
2020
S$
105,776
73,980
1,710
107,486
-
73,980
70,631
1,031,053
58,125
48,191
1,208,000
207,524
75,299
154,783
65,545
503,151
Included within Government grants are COVID-19 related rent
concessions received from lessors of S$65,191 to which the Group
applied the practical expedient as disclosed in Note 2.1.
Group
2021
S$
2020
S$
97,169
41,864
18,190
-
1,659,719
9,390,901
22,077
347,551
461,245
137,949
5,258,604
1,120,270
1,038,894
12,253
27,784
207,153
75,730
236,368
-
83,427
157,782
174,665
111,067
36,981
14,558
-
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
313,134
808,139
158,481
472,637
36,789
198,749
(32,887)
169,150
47,264
195,707
365,110
-
2,265
62,635
50,148
112
148,198
418,953
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 and listing expenses
Office expenses
Amortisation of development of
software (Note 15)
Information technology cost
Property, plant and equipment
written off
Bad debt written off
Credit loss allowance (Note 24(b))
- Trade receivables
- Other receivables
Donation
Witholding tax expense
Other expenses
Total cost of sales and services,
administrative expenses,
marketing and other operating
expenses
22,670,750 14,419,793
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59
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2021
7. Employee compensation
Group
2021
S$
2020
S$
8. Income taxes
(a)
Income tax expense
Wages and salaries
Employer’s contribution to defined
contribution plans
Other short-term benefits
Employee share plan
7,440,398
4,354,538
Tax expense attributable to profit is
739,855
544,808
665,840
9,390,901
531,612
295,596
-
5,181,746
made up of:
- Profit/loss for the financial year:
Current income tax
- Singapore
- Foreign
Deferred income tax (Note 21)
- Under/(over) provision in prior
financial years:
Current income tax
Deferred income tax (Note 21)
Group
2021
S$
2020
S$
2,148
1,044,058
1,046,206
(37,772)
1,008,434
-
233,019
233,019
(86,058)
146,961
28,743
-
1,037,177
(5,358)
9,587
151,190
The tax on the Group’s profit/(loss) before income tax differs from
the theoretical amount that would arise using the Singapore
standard rate of income tax as follows:
Profit/(loss) before income tax
Share of loss of an associated
company, net of tax
Profit/(loss) before income tax and
share of loss of an associated
company
Tax calculated at tax rate of 17%
(2020: 17%)
Effects of:
- different tax rates in other
countries
- income not subject to tax
- expenses not deductible for tax
purposes
- deferred tax assets not recognised
- utilisation of previously
unrecognised tax losses
- others
- Under provision of tax in prior
financial years
Tax charge
Group
2021
S$
2020
S$
10,079,089
(3,835,738)
-
63,836
10,079,089
(3,771,902)
1,713,445
(641,223)
682,383
(860,153)
116,738
157,370
-
376,918
-
186,124
(643,979)
-
-
67,772
28,743
1,037,177
4,229
151,190
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NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2021
8. Income taxes (continued)
9. Earnings per share
(b) Movement in current income tax (liabilities)/assets:
2021
2020
Beginning of financial year
Income tax paid
Tax expense
(Under)/over provision in prior
financial years
End of financial year
Current income tax asset
Current income tax liabilities
Group
2021
S$
2020
S$
129,122
480,791
(1,046,206)
106,940
249,843
(233,019)
Net profit/(loss) attributable to
equity holders of the Company (S$)
7,946,616
(3,679,184)
Weighted average number of
ordinary shares outstanding for
basic earnings per share
360,221,027 361,898,001
(28,743)
(465,036)
5,358
129,122
share)
Basic earnings per share (S$ cent per
2.21
(1.02)
Group
2021
S$
2020
S$
-
(465,036)
(465,036)
129,122
-
129,122
Company
2021
S$
2020
S$
Beginning of financial year
Under provision in prior financial
years
End of financial year
-
-
-
3,959
(3,959)
-
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NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2021
10. Cash and cash equivalents
11. Financial assets, at FVPL
Cash at bank and on hand
Short-term bank deposits
Group
2021
S$
2020
S$
22,798,937
4,020,713
26,819,650
15,432,385
3,010,000
18,442,385
Company
2021
S$
2020
S$
Cash at bank and on hand
1,364,463
8,100,084
Fair value through profit or loss:
Listed securities
- Equity securities - Australia
- Equity securities - India
- Equity securities - China
- Equity securities - Hong Kong
- Equity securities - America
- Equity securities - Malaysia
- Equity securities - Singapore
- Equity securities - Canada
- Equity securities - Taiwan
- Equity securities - Japan
Fair value through profit or loss:
Listed securities
- Equity securities - America
- Equity securities - Canada
- Equity securities - Japan
- Equity securities - Hong Kong
Group
2021
S$
2020
S$
1,681,473
1,881,376
3,901,156
3,145,684
12,656,028
248,480
1,265,965
88,051
-
-
24,868,213
528,468
1,012,069
1,408,367
4,457,406
214,609
187,696
604,344
-
5,395,630
549,892
14,358,481
Company
2021
S$
2020
S$
9,405,973
88,051
-
-
9,494,024
-
-
26,751
5,290
32,041
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NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2021
12. Trade and other receivables
Current
Trade receivables
Group
2021
S$
2020
S$
(a)
Trade receivables are non-interest bearing and are
generally on 30 to 60 days’ (2020: 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)
387,505
455,836
Other receivables
- Non-related parties (b)
- Others
Deposits
Prepayments
Credit loss allowance (Note 24(b))
Non-current
Other receivables (c)
Credit loss allowance (Note 24(b))
Current
Other receivables
- Non-related parties (b)
- Subsidiaries (d)
- Others
Prepayments
Credit loss allowance (Note 24(b))
Non-current
Other receivables (c)
Credit loss allowance (Note 24(b))
281,187
399,575
618,237
708,564
657,054
589,002
(161,062)
2,153,261
736,981
202,199
(193,949)
2,527,868
521,050
(169,150)
351,900
1,242,921
-
1,242,921
Company
2021
S$
2020
S$
56,412
1,215,532
4,140
618,237
4,274,318
24,150
51,665
(1,158,220)
169,529
45,526
(56,412)
4,905,819
521,050
(169,150)
351,900
1,242,921
-
1,242,921
Receivables that were past due but not impaired
The Group has trade receivables amounting to S$4,334 as
at 31 March 2021 and S$25,816 as at 1 April 2020 that are
past due but not impaired. These receivables are unsecured
and the analysis of their aging at the end of the reporting
period is as follows:
Trade receivables past due but
not impaired:
Lesser than 30 days
31-60 days
Group
2021
S$
2020
S$
4,049
285
4,334
12,977
12,839
25,816
Receivable that were past due and 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
(Write back)/charge for the year
At 31 March
Group
2021
S$
2020
S$
137,537
(32,887)
104,650
74,902
62,635
137,537
(b)
Included in the current other receivable in prior year is a
loan made to a non-related developer amounting to
S$561,825. The loan is secured by guarantee, bears interest
at 6% per annum. The loan has been partially repaid and
reclassed to non-current other receivables in current year.
(c) Non-current other receivables fair value approximates
carrying amount.
in the non-current other
receivables are loans to third parties of S$351,900 (2020:
S$1,242,921). The loans bear interest at 4.5% to 6% per
annum.
Included
(d) Transactions with subsidiaries were made on normal
commercial terms and conditions.
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NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2021
13. Property, plant and equipment
Group
2021
Cost
Beginning of financial year
Currency translation differences
Additions
Disposal
Written off
End of financial year
Accumulated depreciation
Beginning of financial year
Currency translation differences
Depreciation charge (Note 6)
Disposal
Written off
End of financial year
Net book value
End of financial year
2020
Cost
Beginning of financial year
Adoption of FRS 116
Currency translation differences
Disposal of subsidiaries
Additions
End of financial year
Accumulated depreciation
Beginning of financial year
Adoption of FRS 116
Currency translation differences
Disposal of subsidiaries
Depreciation charge (Note 6)
End of financial year
Net book value
End of financial year
Office
premises
S$
Office
equipment
S$
Furniture and
fittings
S$
Motor
vehicles
S$
Total
S$
2,576,778
(7,424)
969,403
-
(2,189,602)
1,349,155
592,597
(3,514)
438,731
(4,527)
(12,152)
1,011,135
1,320,682
(2,280)
148,703
(1,471)
(215,585)
1,250,049
103,783
(2,257)
-
-
-
101,526
4,593,840
(15,475)
1,556,837
(5,998)
(2,417,339)
3,711,865
1,387,447
(4,399)
1,263,914
-
(2,165,814)
481,148
492,008
(4,916)
153,403
(1,509)
(11,198)
627,788
1,028,176
(774)
227,034
(204)
(203,538)
1,050,694
88,216
(2,058)
15,368
-
-
101,526
2,995,847
(12,147)
1,659,719
(1,713)
(2,380,550)
2,261,156
868,007
383,347
199,355
-
1,450,709
-
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
(1,829)
(64,397)
95,665
592,597
454,278
-
454,278
(1,239)
(38,663)
77,632
492,008
1,282,626
-
1,282,626
104,128
-
104,128
1,949,912
2,497,157
4,447,069
484
(65,393)
102,965
1,320,682
(345)
-
-
103,783
7,003
(129,790)
269,558
4,593,840
802,026
-
802,026
(1,274)
(30,230)
257,654
1,028,176
67,683
-
67,683
(116)
-
20,649
88,216
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
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 18(a).
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NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2021
14. Investments in subsidiaries
Equity investments
Cost
Beginning of financial year
Increase in investment
End of financial year
Company
2021
S$
2020
S$
During the year, the Company wrote back net provision for
impairment in the investment in subsidiaries of S$4,744,171
representing the increase in the carrying value of the subsidiaries
due to the recovery of the recoverable amount of the subsidiaries.
32,975,149 32,774,496
200,653
34,903,342 32,975,149
1,928,193
In prior year, the Company had provided an impairment loss of
S$2,647,688 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.
Provision for impairment
Beginning of financial year
(Write back)/charge for the year
End of financial year
17,296,387 14,648,699
(4,744,171)
2,647,688
12,552,216 17,296,387
Net carrying value
End of financial year
22,351,126 15,678,762
The Group has the following subsidiaries as at 31 March 2021 and 2020:
Name
Principal activities
Country of
business/
incorporation
Proportion
of ordinary
shares
directly held
by parent
2021
%
2020
%
Proportion
of ordinary
shares held
by the Group
2020
2021
%
%
Proportion
of ordinary
shares held
by non-
controlling
interests
2021
%
2020
%
-
-
-
-
-
-
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
8VI Holdings Limited (formerly
known as 8VIC Holdings Limited)
Investment holding and
management consultancy services
Singapore
79.5
79.9
79.5
79.9
20.5
20.1
8Bit Global Pte. Ltd.
Computer programming and data
processing and hosting
Singapore
42.0
42.0
82.6
82.8
17.4
17.2
8 Business Pte. Ltd.
Business management consultancy Singapore
100
100
100
100
-
-
Held through 8VI Holdings Limited
8VI Global Pte. Ltd.
Seminar and programs organiser
Singapore
Held through 8VI Global Pte. Ltd
8VI Malaysia Sdn. Bhd. (formerly
known as 8VIC Malaysia Sdn.
Bhd.)
Seminar and programs organiser Malaysia
8VI Taiwan Co., Ltd (formerly
Seminar and programs organiser
Taiwan
known as 8VIC Taiwan Co., Ltd)
8VIC (Thailand) Company Limited Dormant
Thailand
8VI China Pte. Ltd.
Business management consultancy Singapore
8VIC (Australia) Pty Ltd
Struck off
Australia
-
-
-
-
-
-
-
-
-
-
-
-
79.5
79.9
20.5
20.1
79.5
79.9
20.5
20.1
55.7
55.9
44.3
44.1
72.1
72.3
28.0
27.7
51.7
52.0
48.3
48.0
-
79.9
-
20.1
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NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2021
14. Investments in subsidiaries (continued)
The Group has the following subsidiaries as at 31 March 2021 and 2020: (continued)
Name
Principal activities
8VIC Singapore Pte. Ltd.
Dormant
Value Investing College Pte. Ltd.
Dormant
Held through 8VI Malaysia Sdn. Bhd.
8VIC JooY Media Sdn. Bhd.
Agency and media
Held through 8VI China Pte. Ltd.
8VI China (Shanghai) Co. Ltd
信益安（上海）实业有限公司
Business and management
consultancy services
Held through 8VI China (Shanghai) Co. Ltd.
Shanghai Ba Tou Culture Media
Seminar and programs organiser
Co. Ltd
上海巴投文化传媒有限公司工
Held through 8 Investment Pte. Ltd.
Vue at Red Hill Pte. Ltd.
Dormant
Country of
business/
incorporation
Singapore
Singapore
Malaysia
People’s
Republic of
China
People’s
Republic of
China
Singapore
Held through 8IH Global Limited
Hidden Champions Fund
Investment trading
Mauritius
Proportion
of ordinary
shares
directly held
by parent
2021
%
-
2020
%
-
Proportion
of ordinary
shares held
by the Group
2020
2021
%
%
79.9
79.5
Proportion
of ordinary
shares held
by non-
controlling
interests
2021
%
20.5
2020
%
20.1
-
-
-
-
-
-
-
-
-
79.5
79.9
20.5
20.1
79.5
55.9
20.5
44.1
51.7
52.0
48.3
48.0
-
51.7
-
48.3
-
-
-
100
100
100
100
-
-
-
-
Significant restrictions
Summarised statement of financial position
Cash and short-term deposits of S$297,811 (2020: S$130,608) are
held in the People’s Republic of China and are subject to local
exchange control regulations. These local exchange control
regulations provide for restrictions on exporting capital from the
country, other than through normal dividends.
Carrying value of non-controlling
interests
8VI Holdings Limited and its
subsidiaries
2021
S$
2020
S$
2,285,293
1,058,535
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.
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66
8VI Holdings
Limited
and its
subsidiaries
31 March
2021
S$
8VI Holdings
Limited
and its
subsidiaries
31 March
2020
S$
24,413,161
(14,357,950)
10,055,211
9,691,674
(6,757,125)
2,934,549
2,544,350
(311,414)
2,232,936
2,284,393
(71,574)
2,212,819
Current
Assets
Liabilities
Total current net assets
Non-current
Assets
Liabilities
Total non-current net assets
Net assets
12,288,147
5,147,368
Non-controlling interests
876,848
243,255
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2021
14. Investments in subsidiaries (continued)
15. Development of software
Summarised statement of comprehensive income
8VI Holdings
Limited
and its
subsidiaries
For year
ended
31 March
2021
S$
8VI Holdings
Limited
and its
subsidiaries
For year
ended 31
March
2020
S$
25,960,661 10,859,351
868,751
(89,330)
779,421
7,532,774
(1,037,169)
6,495,605
Revenue
Profit before tax
Income tax expense
Profit for the year
Total comprehensive income/(loss)
allocated to non-controlling
interests
645,735
(256,760)
Cost
Beginning of financial year
Additions
End of financial year
Accumulated amortisation
Beginning of financial year
Amortisation charge
End of financial year
Group
2021
S$
2020
S$
649,965
673,096
1,323,061
244,183
405,782
649,965
219,526
313,134
532,660
61,045
158,481
219,526
Net book value
790,401
430,439
Amortisation expense
the
comprehensive income is analysed as follows:
included
in
statement of
Group
2021
S$
2020
S$
Summarised statement of cash flows
Administrative expenses
313,134
158,481
8VI Holdings
Limited and
its
subsidiaries
31 March
2021
S$
8VI Holdings
Limited and
its
subsidiaries
31 March
2020
S$
17,285,587
37,504
9,581
(579,129)
4,101,416
12,704
6,511
(191,061)
Cash flows from operating activities
Cash provided by operations
Interest income received
Dividend received
Income tax paid
Net cash provided by operating
activities
16,753,543
3,929,570
Net cash (used in)/provided by
investing activities
(4,227,311)
274,307
Net cash used in financing activities
(1,253,096)
(1,474,008)
Net increase in cash and cash
equivalents
11,273,136
2,729,869
Cash and cash equivalents at
beginning of year
Effect of currency translation on cash
7,433,590
4,702,031
and cash equivalents
(77,497)
1,690
Cash and cash equivalents at end of
year
18,629,229
7,433,590
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67
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2021
16. Financial assets, at FVOCI
17. Trade and other payables
Current
Trade payables – non-related parties
Accruals for operating expenses
GST payable
Other payables
Total trade and other payables
Current
Trade payables – non-related parties
Accruals for operating expenses
Amount due to a subsidiary
Other payables
Total trade and other payables
Group
2021
S$
2020
S$
732,735
2,694,221
83,973
341,767
3,852,696
297,310
915,422
130,684
424,567
1,767,983
Company
2021
S$
2020
S$
41,660
184,931
16,800
73,066
316,457
7,019
57,121
-
73,315
137,455
Trade payables are non-interest bearing and are normally settled
on 30-day (2020: 30 day) terms.
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.
Beginning of financial year
Additions
Disposal
Fair value gains/(losses) recognised in
other comprehensive income
(Note 23(i))
End of financial year
Group
2021
S$
2020
S$
1,266,261
8,126
-
1,698,880
-
(115,049)
795
1,275,182
(317,570)
1,266,261
Company
2021
S$
2020
S$
Beginning of financial year
Additions
Fair value losses recognised in other
comprehensive income (Note 23)
End of financial year
1,077,479
214,620
1,033,529
43,950
(24,338)
1,267,761
-
1,077,479
Financial assets at FVOCI are analysed as follows:
Listed securities
Unlisted securities
Total
Listed securities
Unlisted securities
Total
Group
2021
S$
2020
S$
222,041
1,053,141
1,275,182
174,903
1,091,358
1,266,261
Company
2021
S$
2020
S$
214,620
1,053,141
1,267,761
-
1,077,479
1,077,479
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.
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8
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2021
18. Leases
The Group as a lessee
Current
Non-current
Total
Group
2021
S$
798,089
73,625
871,714
2020
S$
1,146,938
67,574
1,214,512
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
31 March
2021
S$
1 April
2020
S$
Office premises
868,007
1,189,331
(b) Depreciation charged during the year
2021
S$
2020
S$
Office premises
1,263,914
1,381,191
(i)
Reconciliation of lease liabilities arising from financing
activities
Group
2021
S$
2020
S$
1,214,512
(1,253,096)
36,423
(1,474,008)
-
969,403
(65,191)
33,693
(23,788)
(3,819)
871,714
2,497,157
70,928
-
81,574
-
2,438
1,214,512
Beginning of financial year
Principal and interest payments
Non-cash changes
- Adoption of FRS 116
- Addition during the year
- Rent concessions
- Interest expense
- Written off
- Foreign exchange movement
End of financial year
The Group as an intermediate lessor
Nature of the Group’s leasing activities
Subleases – classified as operating leases
The Group acts as an intermediate lessor under arrangement in
which it subleases out office premises to a third party for monthly
lease payments. The sublease periods do not form a major part of
the remaining lease terms under the head leases and accordingly,
the sub-leases are classified as operating leases.
Income from subleasing the office premises recognised during the
financial year 2021 was S$58,125 (2020: S$154,783). The Group is
no longer lessor as at balance sheet date.
(c)
Interest expense
Interest expense on lease
liabilities
33,693
80,429
Maturity analysis of lease payments
The table below discloses the undiscounted lease payments to be
received by the Group for its leases and sub-leases after the
reporting date as follows:
Group
2021
S$
2020
S$
Less than one year
-
58,125
(d)
Lease expense not capitalised in lease liabilities
Lease expense – low-value
leases
22,077
87,757
(e)
(f)
Total income for subleasing ROU assets in the financial year
2021 was S$58,125 (2020:S$154,783).
Total cash outflow for all the leases in the financial year 2021
was S$1,253,096 (2020:S$1,474,008).
(g) Addition of ROU assets during the financial year 2021 was
S$969,403 (2020:S$70,928).
(h)
There are no future cash outflow which are not capitalised in
lease liabilities.
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69
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2021
19. Unearned revenue
20. Redeemable participating shares
Current
Advances from customer
Deferred grant income
Non-current
Advances from customer
Group
2021
S$
2020
S$
9,521,393
-
9,521,393
3,696,702
273,050
3,969,752
233,789
9,755,182
-
3,969,752
Company
2021
S$
2020
S$
Deferred grant income
-
24,150
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
2021
S$
2020
S$
As at beginning of year
Proceeds received from fund’s non-
3,927,686
5,582,278
controlling unit holders
1,755,829
-
Payment to fund’s non-controlling
unit holders
(1,117,410)
(1,180,311)
Share of profit/(loss) attributable to
the unit holders of redeemable
participating shares
Currency translation differences
As at end of year
1,062,173
(268,789)
5,359,489
(719,846)
245,565
3,927,686
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.
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70
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2021
21. 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:
Deferred income tax assets
- To be settled within one year
Deferred income tax liabilities
- To be settled within one year
Group
2021
S$
2020
S$
296,355
264,331
(4,000)
(4,000)
Movement in deferred income tax account is as follows:
Beginning of financial year
Currency translation differences
Tax credited to
- profit or loss (Note 8(a))
End of financial year
Group
2021
S$
2020
S$
260,331
(5,748)
174,865
8,995
37,772
292,355
76,471
260,331
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$5,651,888 (2020:
S$9,440,000) at the reporting date which can be carried forward
and used to offset against future taxable income subject to
meeting certain statutory requirements by those companies with
unrecognised tax losses and capital allowances in their respective
countries of incorporation.
The movement in deferred income tax assets/(liabilities) (prior to
offsetting of balances within the same tax jurisdiction) is as
follows:
Group
Deferred income tax liabilities
Accelerated
tax
depreciation
S$
Fair value
gains - net
S$
Total
S$
(4,000)
-
(4,000)
(4,000)
-
(4,000)
Accelerated
tax
depreciation
S$
Unearned
Revenue
S$
Total
S$
2,373
261,958
264,331
(52)
(5,696)
(5,748)
-
2,321
37,772
294,034
37,772
296,355
5,528
173,337
178,865
278
8,717
8,995
(3,433)
2,373
79,904
261,958
76,471
264,331
2021
Beginning and end of
financial year
2020
Beginning and end of
financial year
Deferred income tax assets
2021
Beginning of financial year
Currency translation
differences
Credited/(charged) to
profit or loss
End of financial year
2020
Beginning of financial year
Currency translation
differences
Credited/(charged) to
profit or loss
End of financial year
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71
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2021
22. Share capital
23. Other reserves
Group and Company
2021
Beginning of financial year
Shares buy-back
End of financial year
2020
Beginning of financial year
Shares buy-back
End of financial year
Number of
shares
Amount
S$
361,759,095 34,455,641
(2,766,650)
(483,387)
358,992,445 33,972,254
362,388,157 34,491,447
(35,806)
361,759,095 34,455,641
(629,062)
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 2,766,650 (2020: 629,062) shares in the
Company in the open market during the financial year. The total
amount paid to acquire the shares was S$483,387 (2020:
S$35,806).
Group
2021
S$
2020
S$
(11,394,993) (11,395,788)
(47,644)
(2,310,515)
-
(14,122,248) (13,753,947)
(666,982)
(2,339,023)
278,750
(11,395,788) (11,078,218)
795
(317,570)
(11,394,993) (11,395,788)
(47,644)
(405,377)
(619,338)
(666,982)
357,733
(47,644)
Composition:
Fair value reserve
Currency translation reserve
Capital reserve
Employee share plan reserve
Movements:
(i) Fair value reserve
Beginning of financial year
Financial assets through other
comprehensive income
- Fair value gains/(losses)
from financial assets at
FVOCI (Note 16)
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
End of financial year
(iii) Capital reserve
Beginning of financial year
Disposal of subsidiaries
Movement in equity attributable
to non-controlling interest
End of financial year
(2,310,515)
-
(2,309,547)
(420,392)
(28,508)
(2,339,023)
419,424
(2,310,515)
(iv) Employee share plan reserve
Beginning of financial year
Value of employee services (Note
7)
Performance rights exercised
End of financial year
-
613,958
(335,208)
278,750
-
-
-
-
Composition:
Fair value reserve
Capital reserve
Company
2021
S$
2020
S$
(448,409)
(1,638,846)
(2,087,255)
(424,071)
(1,638,846)
(2,062,917)
1
2
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8
72
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2021
23. Other reserves (continued)
Movements:
Fair value reserve
Beginning of financial year
Financial assets through other
comprehensive income
- Fair value losses from
financial assets at FVOCI
(Note 16)
Company
2021
S$
2020
S$
(424,071)
(424,071)
(24,338)
-
End of financial year
(448,409)
(424,071)
Employee share plan
Performance rights and share options of a subsidiary, 8VI Holdings Limited (“8VI”), were granted to key management personnel pursuant
to 8VI’s Employee Securities Incentive Plan (“Share Plan”) approved by members of 8VI at its annual general meeting on 23 July 2020. The
Share Plan provides a means to attract, motivate and retain key directors and employees and provide them with the opportunity to
participate in the future growth of 8VI.
Under the Share Plan, the 8VI’s board of directors may from time to time determine that a director of the companies of the Group, subject
to its members’ approval, or an employee may participate in the Share Plan to apply for securities on such terms and conditions as the 8VI’s
board of directors decides.
The persons to whom the rights and options have been issued have no right to participate by virtue of the options in any share issue of any
other companies of the Group. The Group has no legal or constructive obligation to repurchase or settle the securities in cash.
During the financial year, pursuant to 8VI members’ approval at its annual general meeting on 23 July 2020, 8VI granted its directors options
to subscribe for 2,000,000 ordinary shares of 8VI at exercise price of AUD 0.45 per share (“Options”) and performance rights to be converted
into 2,600,000 ordinary shares of 8VI upon meeting the vesting conditions (“Performance Rights”).
The Options are exercisable from 21 August 2020 and expire on 30 June 2025. The vesting condition for the Options is that the holder being
a director of 8VI when the Options are exercised. The total fair value of the Options granted was estimated to be AUD 955,600 using the
Hoadleys Employee Stock Option Model.
The Performance Rights will not have consideration on satisfaction of the vesting conditions. The vesting conditions for the Performance
Rights are:
-
-
The holder being a director of 8VI as at the relevant vesting determination dates specified in the table below; and
The relevant volume weighted average price (VWAP) of 8VI’s shares traded on ASX over any 20-day period exceeds the prices specified
in the table below.
Performance Rights granted
Vesting conditions
Number
400,000
400,000
400,000
400,000
500,000
500,000
Effective
grant date
23.07.2020
23.07.2020
23.07.2020
23.07.2020
23.07.2020
23.07.2020
Fair value per
right at
effective grant
date (AUD)
Earliest vesting
determination
date
VWAP Share
Price condition
(AUD)
0.4675
0.3813
0.4037
0.2016
0.2570
0.1389
21.08.2020
21.08.2020
01.04.2021
01.04.2021
01.04.2022
01.04.2022
0.45
0.60
0.70
2.00
2.30
5.00
Expiry date
30.04.2021
30.04.2021
30.04.2022
30.04.2022
30.04.2023
30.04.2023
Class A Performance Rights
Class B Performance Rights
Class C Performance Rights
Class D Performance Rights
Class E Performance Rights
Class F Performance Rights
The total fair value of the Performance Rights granted was estimated to be AUD 779,590 using the Hoadleys Hybrid ESO Model (a Monte
Carlo simulation model).
73
1
2
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Y
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8
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2021
23. Other reserves (continued)
Employee share plan (continued)
Movements in the number of unissued ordinary shares of 8VI under the Share Plan and their exercise prices are as follows:
8VI Holdings Limited
2021
Class A Performance Rights
Class B Performance Rights
Class C Performance Rights
Class D Performance Rights
Class E Performance Rights
Class F Performance Rights
Options
No. of unissued ordinary shares of 8VI under Share Plan
Beginning of
financial year
Granted
during
financial year
Exercised
during
financial year
End of
financial year
Exercise price
Exercise period
-
-
-
-
-
-
-
-
400,000
(400,000)
400,000
(400,000)
400,000
400,000
500,000
500,000
2,000,000
-
-
-
-
-
-
-
400,000
400,000
500,000
500,000
-
-
-
-
-
-
2,000,000
AUD 0.45
4,600,000
(800,000)
3,800,000
21.08.2020 to
30.04.2021
21.08.2020 to
30.04.2021
1.04.2021 to
30.04.2022
1.04.2021 to
30.04.2022
1.04.2022 to
30.04.2023
1.04.2022 to
30.04.2023
21.08.2020 to
30.06.2025
There were no unissued ordinary shares of 8VI under Share Plan in financial year 2020.
During the financial year, the vesting conditions of the Class A Performance Rights and Class B Performance Rights were satisfied and both
classes of Performance Rights were exercised. 800,000 ordinary shares of 8VI were issued to the holders of Class A Performance Rights and
Class B Performance Rights.
1
2
0
2
Y
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8
74
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2021
24. Financial risk management
Financial risk factors
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
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”), Indian Rupee (“INR”) and Canadian Dollar (“CAN”).
In addition, the Group is exposed to currency 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.
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$
CAN
S$
At 31 March 2021
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
6,883,660 1,951,779 19,625,872 4,198,967 3,145,684
454,391
-
7,338,051 1,951,779 19,661,742 4,239,795 3,145,684
40,828
35,870
-
(869,163)
(97,946)
(10,919)
-
(55,157)
-
(4,799)
-
-
(967,109)
- (5,359,489)
(10,919) (5,414,646)
-
(4,799)
-
-
-
-
Net financial assets
6,370,942 1,940,860 14,247,096 4,234,996 3,145,684
Currency exposure of
financial assets net of
those denominated in
the respective entities’
functional currencies
61,012 1,940,860 13,748,995 3,896,993 3,145,684
-
-
-
-
-
-
-
-
-
310,161 1,881,376
88,051
706,292
-
1,016,453 1,881,376
-
88,051
-
(199,161)
-
(199,161)
-
-
-
-
-
-
-
-
817,292 1,881,376
88,051
- 1,881,376
88,051
1
2
0
2
Y
F
t
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8
75
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2021
24. Financial risk management (continued)
(a) Market risk (continued)
(i)
Currency risk (continued)
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
MYR
S$
AUD
S$
USD
S$
RMB
S$
HKD
S$
JPY
S$
NTD
S$
INR
S$
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
17,186
66,164
-
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
- 5,304,063
292,401 1,231,687 2,000,761 2,000,761
6,626,372 3,004,605
The Company’s currency exposure based on the information provided to key management is as follows:
At 31 March 2021
Financial Assets
Cash and cash equivalents, financial assets, at FVPL and financial assets, at
FVOCI
Financial Liabilities
Trade and other payables
Net financial assets
AUD
S$
USD
S$
CAN
S$
256,945
10,280,132
88,051
(6,230)
-
-
250,715
10,280,132
88,051
Currency exposure of financial assets net of those denominated in the
respective entities’ functional currencies
250,715
10,280,132
-
1
2
0
2
Y
F
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8
76
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2021
24. 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 (continued):
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
AUD
S$
USD
S$
CAN
S$
9,055
2,855,617
(5,654)
(5,654)
3,401
2,849,963
Currency exposure of financial assets net of those denominated in the
respective entities’ functional currencies
3,401
2,849,963
-
-
-
-
If the MYR, AUD, USD, RMB, HKD, JPY, NTD, INR and CAN change against the SGD by 2% (2020: 2%), 17% (2020: 8%), 5% (2020:
5%), 2% (2020: 3%), 6% (2020: 6%), 7% (2020: 7%), 1% (2020: 7%), 3% (2020: 1%) and 6% (2020: Nil) 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:
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
Increase/(Decrease)
2021
2020
Profit
after tax
S$
Other
comprehensive
loss
S$
Loss
after tax
S$
Other
comprehensive
income
S$
1,220
(1,220)
-
-
-
-
-
-
293,461
(293,461)
36,485
(36,485)
47,996
(47,996)
26,285
(26,285)
687,450
(687,450)
77,940
(77,940)
188,741
(188,741)
-
-
-
-
-
-
-
-
-
-
161,592
(161,592)
42,125
(42,125)
267,444
(267,444)
38,492
(38,492)
-
-
-
-
-
-
-
-
77
1
2
0
2
Y
F
t
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o
p
e
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l
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i
s
e
i
r
a
d
i
s
b
u
S
s
t
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n
a
d
e
t
i
m
i
L
l
i
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n
d
o
H
I
8
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2021
24. Financial risk management (continued)
(a) Market risk (continued)
(i) Currency risk (continued)
2021
Increase/(Decreased)
2020
Profit
after tax
S$
Other
comprehensive
loss
S$
Loss
after tax
S$
Other
comprehensive
income
S$
-
-
56,441
(56,441)
5,283
(5,283)
6,136
(6,136)
514,007
(514,007)
5,283
(5,283)
-
-
-
-
-
-
-
-
-
-
-
-
377,694
(377,694)
10,121
(10,121)
-
-
309
(309)
142,781
(142,781)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
NTD against SGD
- Strengthened
- Weakened
INR against SGD
- Strengthened
- Weakened
CAN against SGD
- Strengthened
- Weakened
Company
AUD against SGD
- Strengthened
- Weakened
USD against SGD
- Strengthened
- Weakened
CAN against SGD
- Strengthened
- Weakened
78
1
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
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A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
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n
a
d
e
t
i
m
i
L
l
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H
I
8
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2021
24. 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, Canada, Malaysia and
Singapore had changed by 49% (2020: 17%), 49% (2020: 17%), 49% (2020: 17%), 49% (2020: 17%), 49% (2020: 17%), 49% (2020:
17%), 68% (2020: 17%), 68% (2020: 17%), 49% (2020: 17%) and 49% (2020: 17%) 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
Listed in Canada
- increased by
- decreased by
Increase/(Decrease)
2021
2020
Profit
after tax
S$
Other
comprehensive
loss
S$
Loss
after tax
S$
Other
comprehensive
income
S$
409,585
(409,585)
105,164
(105,164)
89,840
(89,840)
30,827
(30,827)
-
-
921,874
(921,874)
-
-
934,458
(934,458)
765,804
(765,804)
8,606,099
(8,606,099)
59,875
(59,875)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
93,482
(93,482)
172,052
(172,052)
917,257
(917,257)
239,422
(239,422)
757,759
(757,759)
36,483
(36,483)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
79
1
2
0
2
Y
F
t
r
o
p
e
R
l
a
u
n
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A
|
i
s
e
i
r
a
d
i
s
b
u
S
s
t
i
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n
a
d
e
t
i
m
i
L
l
i
s
g
n
d
o
H
I
8
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2021
24. 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 America
- increased by
- decreased by
Listed in Canada
- increased by
- decreased by
(b) Credit risk
Increase/(Decrease)
2021
2020
Profit
after tax
S$
Other
comprehensive
loss
S$
Loss
after tax
S$
Other
comprehensive
income
S$
106,493
(106,493)
3,636
(3,636)
31,908
(31,908)
325,032
(325,032)
-
-
-
-
6,396,062
(6,396,062)
59,875
(59,875)
-
-
-
-
-
-
-
-
-
-
102,739
(102,739)
4,548
(4,548)
899
(899)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
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.
80
1
2
0
2
Y
F
t
r
o
p
e
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l
a
u
n
n
A
|
i
s
e
i
r
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NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2021
24. 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
2021
Balance at 1 April 2020
Changes in credit loss recognised in profit or loss:
- Increase/(decrease) due to credit risk
Balance at 31 March 2021
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
Company
2021
Balance at 1 April 2020
Changes in credit loss recognised in profit or loss:
- Increase due to credit risk
Balance at 31 March 2021
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
Other financial
assets at
amortised costs
Stage 1
S$
Trade
receivables
S$
Total
S$
137,537
56,412
193,949
(32,887)
104,650
169,150
225,562
136,263
330,212
74,902
6,264
81,166
62,635
137,537
50,148
56,412
112,783
193,949
Other financial
assets at
amortised costs
Stage 1
S$
56,412
1,270,958
1,327,370
6,264
50,148
56,412
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NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2021
24. 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 2021 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%
278,522
-
0%
4,049
-
5%
10%
300
(16)
100%
104,634
(104,634)
-
-
387,505
(104,650)
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%
26,222
-
5%
12,977
(714)
10%
26,488
(2,649)
100%
134,174
(134,174)
455,836
(137,537)
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.
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82
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2021
24. 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 2021
Trade and other payables
Lease liabilities
Redeemable participating shares
At 31 March 2020
Trade and other payables
Lease liabilities
Redeemable participating shares
Company
At 31 March 2021
Trade and other payables
At 31 March 2020
Trade and other payables
3,852,696
816,163
5,359,489
1,767,983
1,176,581
3,927,686
316,457
137,455
-
67,686
-
-
68,630
-
-
-
(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)
(ii)
quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);
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
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NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2021
24. Financial risk management (continued)
(e)
Fair value measurements (continued)
Group
2021
Assets
Financial assets, at FVPL
Financial assets, at FVOCI
Total assets
2020
Assets
Financial assets, at FVPL
Financial assets, at FVOCI
Total assets
Company
2021
Assets
Financial assets, at FVPL
Financial assets, at FVOCI
Total assets
2020
Assets
Financial assets, at FVPL
Financial assets, at FVOCI
Total assets
Level 1
S$
Level 2
S$
Level 3
S$
Total
S$
24,868,213
222,041
25,090,254
14,358,481
174,903
14,533,384
9,494,024
214,620
9,708,644
32,041
-
32,041
-
-
-
-
-
-
-
-
-
-
-
-
- 24,868,213
1,275,182
1,053,141
1,053,141 26,143,395
- 14,358,481
1,091,358
1,266,261
1,091,358 15,624,742
9,494,024
-
1,267,761
1,053,141
1,053,141 10,761,785
-
1,077,479
1,077,479
32,041
1,077,479
1,109,520
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 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. Where a
valuation technique for these instruments is based on significant unobservable inputs, such instruments are classified as Level 3. Level
3 instruments include unquoted equity securities which are measured based on recent transacted prices and net asset value of the
investments.
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
2021
S$
2020
S$
Company
2021
S$
2020
S$
1,275,182
24,868,213 14,358,481
1,266,261
28,735,809 22,010,975
(6,910,181)
(10,083,899)
32,041
9,494,024
1,267,761
1,077,479
1,834,227 14,203,299
(137,455)
(316,457)
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NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2021
25. Related party transactions
26. 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
Employee share plan
Group
2021
S$
2020
S$
1,564,177
1,003,833
77,482
460,469
2,102,128
73,440
-
1,077,273
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.
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.
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85
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2021
26. Segment information (continued)
The segment information provided to the key management for the reportable segments are as follows:
2021
Revenue and investment gains
Total segment revenue and investment gains
Inter-segment revenue and investment gains
Revenue and investment gains to external parties
Profit/(loss) after tax
Depreciation
Amortisation
Segment assets
Segment assets includes additions to:
- property, plant and equipment
- Development of software
Segment liabilities
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Singapore
Malaysia
Financial
Education
S$
Financial
Investment
S$
Financial
Education
S$
Financial
Investment
S$
12,779,314
(2,122,412)
10,656,902
6,536,142
(180,000)
6,356,142
10,699,785
(393,915)
10,305,870
3,972,866
4,266,795
1,561,815
(1,173,897)
-
-
-
(292,520)
-
12,669,879
18,471,694
7,454,423
457,322
-
-
-
63,208
-
(5,663,857)
(5,542,563)
(4,029,543)
-
-
-
-
-
-
-
-
-
-
All other
segments
S$
5,211,382
-
5,211,382
Corporate
S$
TOTAL
S$
679,653
(679,653)
-
35,906,276
(3,375,980)
32,530,296
1,974,178
(2,733,742)
9,041,912
(164,873)
(313,134)
(28,429)
-
(1,659,719)
(313,134)
6,757,323
12,652,352
58,005,671
53,753
673,096
13,151
-
587,434
673,096
(4,507,167)
(564,987)
(20,308,117)
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86
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2021
26. Segment information (continued)
2020
Revenue and investment gains
Total segment revenue and investment gains
Inter-segment revenue and investment gains
Revenue and investment gains 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
- Development of software
Segment liabilities
(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)
87
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2021
26. Segment information (continued)
27. New or revised accounting standards and
The management assesses the performance of the operating
segments based on profit after tax.
(a) Revenue from major products and services
Revenues from external customers are derived mainly from
financial education and training providers, investment gains
from public and private markets and digital & marketing.
Breakdown of the revenue and investment gains is as follows:
Revenue and investment gains
Financial Education
Financial Investment
Others
(b) Geographical information
2021
S$
2020
S$
20,962,772 10,147,121
(2,518,574)
1,769,760
9,398,307
6,356,142
5,211,382
32,530,296
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
in public and private
providers, and
markets;
investment
• Malaysia - the operations in this area are principally
the financial education and training providers, and
private markets investee;
2021
S$
2020
S$
interpretations
Below are
the mandatory standards, amendments and
interpretations to existing standards that have been published,
and are relevant for the Group’s accounting periods beginning on
or after 1 April 2021 and which the Group has not early adopted.
Amendments to FRS 1 Presentation of Financial Statements:
Classification of Liabilities as Current or Non-current (effective for
annual periods beginning on or after 1 January 2023)
The narrow-scope amendments to FRS 1 Presentation of Financial
Statements clarify that liabilities are classified as either current or
non-current, depending on the rights that exist at the end of the
reporting period. Classification is unaffected by the expectations
of the entity or events after the reporting date (e.g. the receipt of
a waver or a breach of covenant). The amendments also clarify
what FRS 1 means when it refers to the ‘settlement’ of a liability.
The amendments could affect the classification of liabilities,
particularly for entities that previously considered management’s
intentions to determine classification and for some liabilities that
can be converted into equity. The Group does not expect any
significant impact arising from applying these amendments.
Amendments to FRS 16 Property, Plant and Equipment: Proceeds
before Intended Use (effective for annual periods beginning on or
after 1 January 2022)
The amendment to FRS 16 Property, Plant and Equipment (PP&E)
prohibits an entity from deducting from the cost of an item of
PP&E any proceeds received from selling items produced while
the entity is preparing the asset for its intended use. It also
clarifies that an entity is ‘testing whether the asset is functioning
properly’ when it assesses the technical and physical performance
of the asset. The financial performance of the asset is not relevant
to this assessment.
Revenue and investment gains
Singapore
Malaysia
Others
Non-current assets
Singapore
Malaysia
Others
21,217,826
10,305,870
1,006,600
32,530,296
5,314,180
3,267,789
816,338
9,398,307
Entities must disclose separately the amounts of proceeds and
costs relating to items produced that are not an output of the
entity’s ordinary activities. The Group does not expect any
significant impact arising from applying these amendments.
3,409,430
473,116
282,001
4,164,547
4,131,045
546,861
124,039
4,801,945
28. 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 2021.
issue
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88
ADDITIONAL INFORMATION
Shareholders Information as at 16 June 2021
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
28
92
61
453
248
882
11,158
347,562
549,005
20,639,873
337,444,847
358,992,445
0.00%
0.10%
0.15%
5.75%
94.00%
100.00%
The number of investors holding less than a marketable parcel of 1,667 8IH shares (based on a share price of A$0.30) was 33. They hold
17,036 8IH shares in total.
Twenty Largest Shareholders and CDI Holders*
Registered Holder
1. Chee Kuan Tat, Ken
2. Clive Tan Che Koon
3. BNP Paribas Noms Pty Ltd
4. Citicorp Nominees Pty Limited
5. HSBC Custody Nominees (Australia) Limited
6. Pauline Teo Puay Lin
7. Clarence Wee Kim Leng
8. Hue Kuan Yew
9.
Lim Wei Lin
10. Hor Chook Lam
11. Alex Chia Che Keng
12. Neo Choon Seng
13. Fance Chua Meon Keng
14. Loo Tian Guan
15. Rodney Tay
16. Kang Tien Hock Edwin
17. Yap Pei Koon
18. Tan Chong Yan
19. Lau Eng Seng
20. Lim Pik King
ALL OTHER SHAREHOLDERS
Total
Number of
Shares
% of issued
capital
86,885,009
65,140,000
43,468,714
29,292,444
23,692,731
8,859,103
2,063,400
2,053,914
2,000,000
1,546,000
1,398,140
1,172,992
1,118,000
1,107,203
1,065,336
1,055,664
1,020,872
870,020
776,243
733,312
83,673,348
358,992,445
24.20%
18.15%
12.11%
8.16%
6.60%
2.47%
0.57%
0.57%
0.56%
0.43%
0.39%
0.33%
0.31%
0.31%
0.30%
0.29%
0.28%
0.24%
0.22%
0.20%
23.31%
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.
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ADDITIONAL INFORMATION
Shareholders Information as at 16 June 2021 (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
86,885,009
65,140,000
24.20%
18.15%
-
-
-
-
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.
ASX Listing Rule 4.10.18
Current On-Market Buy-Back
There is a current on-market buy-back arrangement for the
Company as announced on 28 July 2020.
ASX Listing Rule 4.10.20
Investment
The Group had a total of 791 transactions in securities during the
financial year ended 31 March 2021 and has paid or accrued
brokerage and management fees totalling S$120,126 and S$Nil
respectively. As at 31 March 2021, the Group held investment in
Autowealth Private Limited, Dealt Limited, Emmbi Industries Ltd,
Alarm.com Holdings, Alibaba Group Holding Limited, Alteryx,
Amazon.com, Arco Platform Limited, Atlassian Corporation Plc,
Axon Enterprise, BioLife Solutions, BlackLine, CareDx, Celsius
Holdings, CrowdStrike Holdings, DocuSign, Elastic N.V., Emergent
BioSolutions, Etsy, Facebook, Fortinet, Globant S.A., HealthEquity,
HubSpot, II-VI Incorporated, Insulet Corporation, MercadoLibre,
Mimecast Limited, Mitek Systems, MongoDB, Neurocrine
Biosciences, NovoCure Limited, Okta, OptimizeRx Corporation,
Palo Alto Networks, PayPal Holdings, Peloton
Interactive,
Pinterest, Pluralsight, Proofpoint, Purple Innovation, Q2 Holdings,
Rapid7, Repligen Corporation, SailPoint Technologies Holdings,
salesforce.com, ServiceNow, Shopify, Smartsheet, Square,
Teladoc Health, Twilio, Veeva Systems, Vertex Pharmaceuticals
Incorporated, Wix.com Ltd., Workday, Workiva, Yandex N.V.,
Yext, Zendesk, Zoom Video Communications, Zynex, Advanced
Micro Devices, Afya Limited, Alarm.com Holdings, Arco Platform
Limited, Aspen Group, Aterian, Betterware de Mexico, BRP Group,
Chegg, Digital Turbine, Exact Sciences Corporation, Farfetch
International Ltd., Futu Holdings Limited,
Limited, Fiverr
GrowGeneration Corp., II-VI Incorporated, InMode Ltd., Inphi
Corporation, LifeMD, LivePerson, NV5 Global, Pinduoduo, Purple
Innovation, RADA Electronic
Industries Ltd., Retractable
Technologies, salesforce.com, Skillz, Square, The Boston Beer
Company, The Lovesac Company, The Scotts Miracle-Gro
Company, UP Fintech Holding Limited, Upland Software, Wayfair,
Youdao, Zynga, Afterpay Ltd, Audinate Group Ltd, Fineos Corp Ltd,
Xero Ltd, China International Travel Service Corp Ltd, Hangzhou
Hikvision Digital Technology Co Ltd, Kweichow Moutai Co Ltd,
90
Wuliangye Yibin Co Ltd, AK Medical Holdings Ltd, Alibaba Health
Information Technology Ltd, Ausnutria Dairy Corp Ltd, Beijing
Chunlizhengda Medical Instruments Co Ltd, China Feihe Ltd, JD
Health International Inc, Sunny Optical Technology Group Co Ltd,
Hartalega Holdings Bhd, Riverstone Holdings Ltd, Maxscend
Microelectronics Co Ltd, Quectel Wireless Solutions Co Ltd,
Shenzhen Mindray Bio-Medical Electronics Co Ltd, Thunder
Software Technology Co Ltd, Digital Turbine, Inc., CrowdStrike
Inc., Zoom Video
Inc., DocuSign,
Holdings,
Communications,
Inc.,
Cloudflare,
GrowGeneration Corp., Inari Medical, Inc., NovoCure Limited,
Square,
Inc., Masimo
Corporation, Wix.com Ltd., Fiverr International Ltd., The Boston
Beer Company, Inc., Veeva Systems Inc., Logitech International
S.A.,
Inc., Amazon.com,
Inc., DexCom,
Inc., Docebo
Inc., Datadog,
Inc.,
Corporate Information
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)
Share registrar
C/- SmallCap Corporate Pty Ltd, Suite 6,
295 Rokeby Road, Subiaco WA, Australia,
6008
Tel:
Fax:
+61 (8) 6555 2950
+61 (8) 6166 0261
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)
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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, Australia, 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