8VI Holdings Limited
FY2022 Annual Report
BRIDGING TO THE FUTURE Contents
About 8VI Holdings Limited..........................................................................
2
VI App Overview ......................................................................................
3-4
VI College ..................................................................................................
5
Chairman’s Message ...............................................................................
6-7
Financial Highlights ....................................................................................
8
Operating and Financial Review ............................................................
9-16
Board of Directors ...............................................................................
17-19
Key Management .................................................................................
20-21
Corporate Structure ..................................................................................
22
Playing Our Part for Communities .........................................................
23-24
Corporate Governance Statement .........................................................
25-34
Remuneration Report ............................................................................
35-38
General Information..................................................................................
39
Directors’ Statement .............................................................................
40-44
Independent Auditors’ Report ................................................................
45-49
Consolidated Statement of Financial Position...............................................
50
Statement of Financial Position - Company .................................................
51
Consolidated Statement of Comprehensive Income ....................................
52
Consolidated Statement of Changes in Equity ........................................
53-54
Statement of Changes in Equity - Company ................................................
55
Consolidated Statement of Cash Flows .......................................................
56
Notes to the Financial Statements ........................................................
57-105
Additional Information........................................................................
106-107
About 8VI Holdings Limited
8VI Holdings Limited (“8VI”) is a Singapore-based FinEduTech company operating under the
brand name VI. Established in 2008, VI is the representation of our beliefs and roots in Value
Investing and empowers the average man-on-the-street to achieve sustainable wealth as part of
their mission to make investments smarter, faster and easier.
VI App, a unique, proprietary stock analysis tool developed through 8BIT Global Pte Ltd (“8BIT”),
crunches traditional financial data and simplifies the complex stock analysis and decision-
making process for equity investors into easy-to-use visuals under a comprehensive framework.
As a licensed Financial Adviser approved by the Monetary Authority of Singapore, 8BIT provides
financial advice concerning securities and units in collective investment scheme through research
analyses and research reports, through VI App.
With numerous offices across the Asia Pacific region, VI College supports a community of
graduates and value investors globally through its flagship “VI Bootcamp” and other programmes.
As the region’s leading FinEduTech provider, VI College leverages the power of technology and
transforms the perception and application of value investing.
New headquarters at 1557 Keppel Road
VI App Overview
>> Smart stock analysis and
screening tool
We strive to help you build your wealth by investing
smarter, faster and easier through a single platform.
Seize control of the stock market and get set for real
results. VI App simplifies all the key essential ratios
which makes businesses easier to understand, and
identifies winning stocks across 25 stock exchanges,
four continents and 52,000 companies to compound
your wealth.
Within the VI App, you can be assured of deeper
insights into business models, accounting risk, intrinsic
value, and easily track your personal watchlist of
stocks, gains and losses – across multiple portfolios
– in one place.
>> Key Benefits
UNIQUE AND
PRACTICAL
FEATURES
POWERED BY
TECHNOLOGY
INTEGRATED
OFFERING ON
A SINGLE APP
3
VI App Overview
VI Screener
Search and screen companies with
great potential that suit your investment
preference in seconds
VI Watchlist
Potential companies to watch, organised
into one space, with consolidated view
of companies for easy monitoring, and
notifications when opportunities arise
VI Portfolio
Keeps a record of investment positions,
allows tracking and monitoring and
shows portfolio performance at a glance
VI Analysis
VI Risk Rating
Identifies high-risk stocks, corporate
governance issues or accounting
treatments, vigorously supported by
backtesting
VI Star Chart
Comprehensive
snapshot of a
company’s performance based on
profitability, financial health, growth,
assets and dividends
VI Line
to
Smart algorithms
calculate
intrinsic value of a company,
calculates Margin-of-Safety based
on different valuation methods and
provides quick overview of valuation
vs price of companies
VI APP
4
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022 VI College
>> Spreading Value Investing Knowledge to the World
Established in
2008
Offices in Singapore,
Malaysia, Taiwan
and Shanghai
Supporting a community
of value investors
globally
>> Flagship Programmes
>> New Offerings
>> Edutainment Series
5
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022 Chairman’s Message
BRIDGING
TO THE
FUTURE
Clive Tan
Non-Executive Chairman
8VI Holdings Limited
Dear shareholders,
FY2022 has been another
prominent year in our overall
transformation plan, where we
rode on the strong momentum
from the previous two financial
years to emerge as an integrated
FinEduTech entity.
VI, as an integrated platform which drives lifelong
learning and community exchange through technology,
continues to serve investors who are seeking knowledge
and lifelong-learning opportunities through a variety of
one-off and recurring subscription products.
As the team worked relentlessly to strengthen our
business foundation against the difficult landscape
expected in the next couple of years, we also began
to devote our efforts and adapt our growth plans in
bridging to the future. With turbulent macro-economic
conditions and rapid disruption brought on by
technology, we believe operating conditions in the short
term will be less than desirable, but it will nevertheless
be one of the best opportunities for the Group to grow
towards its vision of empowering the man-on-the-
street to create sustainable wealth as a one-stop wealth
management provider.
We are committed to build on new and improved
6
customer experiences within VI College and VI
Community while staying true to our values and core
beliefs. Our acquisition and retention efforts have
always revolved around the needs of our customers,
and to continue to better serve our community, we are
looking to expand our domain beyond partnerships and
channel development, thereby creating new revenue
verticals and allowing the extension of our customer
lifetime value. The incorporation of Valiant Wealth
Advisory to provide insurance and financial advisory in
FY2022 was in part aimed at growing our “Do It For
Me” groups of our total addressable market for asset
and wealth management, in addition to the “Do It With
Me” group as highlighted in last year’s report. While we
are currently in the process of licensing applications in
both Singapore and Malaysia, when approved, we will
be able to offer our community and customers a more
comprehensive approach to their investing needs.
In the wake of the outbreak of the global pandemic,
we have witnessed structural shifts of how businesses
are conducted, and rapid disruption of the current
economy as new technologies were deployed to enable
operational continuity, especially over the past two
years. Just as world comes to terms with the new normal
which is more technology-driven than ever before, the
proliferation of 3D social media systems (or better
known as the Metaverse) that allow for richer human
interaction is being seen as part of the emergence of
a new order; the Web 3.0 economy. Still in its infancy
and yet to become mainstream reality, we believe it is
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022 never too early to start educating the public and our
community on the Web 3.0 universe through VI College.
In doing so, we are effectively bridging to the future,
where traditional investing and Web 3.0 investing may
not necessarily be mutually exclusive.
Having established VI App as a smart, technology-
enabled investing platform with a significant user
base, we have gained valuable user behaviour and
insights which allows the team to move forward with
its future strategy and offerings. Unlike most other
fast-growing technology start-ups that invest heavily
in user acquisition through burning cash, we leverage
the unit economics of our unique business model and
acquire new potential graduates with an entry-level
product that already covers our cost. Now, the profits
generated earlier will power our growth going forward
as we embark on our new Blue Ocean strategy to scale
VI App for larger scale adoption, and it is particularly
crucial given the upcoming headwind expected from
the volatile global climate as we emerge into the new
normal.
Despite that, we continue to record an increase in our
revenue and cash positions in FY2022. Nevertheless,
our profitability was impacted, mainly owing to several
purposeful investments made by the Group in its
branding and marketing efforts across the region in the
past year. The long-term objective is to generate positive
reception to our product and offerings, especially
going forward with the launch of VI App’s new product
differentiation, acquisition, and retention strategy.
In the past few years, we have seen a functional shift in
our organisation and new ways of operating through
greater digitalisation on all fronts. As we mark a new
milestone in FY2022 with our move into an award-
winning office space and headquarters for 8VI at 1557
Keppel Road, we have implemented hybrid working
arrangements, built infrastructure to support the Group’s
digital strategy and created a space for “phygital”
(physical and digital) experiences for our community,
starting right in the heart of 8VI in Singapore. To
demonstrate our intention to continue staying ahead of
the curve and embracing the possibilities of what the
future may bring, this year we have created an investor
space on the Metaverse with the aim of bringing together
our stakeholders and community, accessible from the
comfort of their own home. I’m pleased to invite you to
visit the site at https://8vi.link/8viar2022interactive
As we devote our efforts and focus on our growth plans
in bridging to the future, the team continues to work
relentlessly on strengthening our business foundations
against the expected difficult landscape in the next
couple of years. With the team’s collective effort and
support from our shareholders, we have full confidence
that we will be able to ride the storm and come out
stronger once again as we bridge to the future.
Clive Tan
Non-Executive Chairman
8VI Holdings Limited
7
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022 Financial Highlights
Revenue (S$’m)
FY2022
31.4
FY2021
FY2020
FY2019
26.0
10.9
12.9
9.4
*Digital and Marketing Segment
contribution prior to disposal
Adjusted EBITDA
Earnings per Share
Net Profit After Tax
7.2
S$’m
3.6
S$’m
4.7
Singapore
cents
Cash and Stocks Balance (S$’m)
26.0
22.3
Net Tangible Assets Per Security
(Singapore cents)
26.0
31.0
4.9
7.8
9.3
11.0
FY2019
FY2020
FY2021
FY2022
FY2019
FY2020
FY2021
FY2022
Operating
Cash Flow
8.6
S$’m
Free
Cash Flow
5.5
S$’m
8
Gross Profit
Margin
74%
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022 Operating and
Financial Review
As the world continues to
be disrupted by technology
at rates faster than we
have ever known, we
are mindful of the ever
changing landscape and
will continue to work to
stay ahead of the trend
by being adaptive and
innovative.
Ken Chee
Executive Director & CEO
8VI Holdings Limited
Overview
In 2020, the COVID-19 global pandemic accelerated
8VI’s overall digitalisation plan and transformation
journey, which catalysed the growth of the Group,
resulting in exceptional growth for the following
two financial periods. While 8VI rode on the strong
momentum from the previous financial year, the team
has not rested on its laurels and continued to adapt,
innovate, and invest heavily in several projects and
initiatives in FY2022, aimed at propelling the Group to
the next level in the new post-pandemic world.
As such, the Group recorded revenue of S$31.4 million
in FY2022 as compared to S$26.0 million in the
corresponding period in the previous year (“FY2021”),
representing growth of 21%.
The Group’s Adjusted EBITDA for FY2022 is S$7.2
million, a 22% reduction as compared to S$9.3 million in
FY2021. Accordingly, our net profit after tax is recorded
at S$3.6 million (FY2021: S$6.5 million), mainly due to
increased branding and marketing expenses.
As businesses compete to attract and acquire customers
exclusively online, marketing expenses, especially those
on social and digital media have rocketed across the
board, weighing down on the margins of businesses.
8VI was not exempted from this phenomenon, and
therefore it was a salient point for us to step up our
branding efforts across the region. While the initial
Adjusted EBITDA
FY2022
FY2021
S$’000
S$’000
Net profit after tax
3,584
6,496
Adjust:
Income tax (credit)/expense
Finance cost
Depreciation & amortisation
1,037
34
1,944
5,718
9,511
EBITDA
Adjust:
Government grants
Legal compensation
Stock-based compensation
Secondary listing costs
Investment loss/(gain)
Adjusted EBITDA
7,184
9,269
9
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022 Operating and Financial Review
costs involved may be deemed intensive and its effects
may not be apparent immediately, the relationship that
we build with the public in the long-term will be crucial
in our future development.
Cash flow from operations have decreased significantly
to S$8.6 million compared to S$16.8 million in
FY2021, while free cash flow stands at S$5.5 million,
as compared to S$15.6 million in the previous year.
This result was not unexpected given the record industry
growth rates last year in Financial Education and
FinTech segments. However, when we disregard the
outlying results from the pandemic period, the Group
continues to see growth in all aspects.
>> Acquisition, Retention and
Technology Development Efforts
i. Acquisition
The Group experienced significant growth over the past
several years, with our growth rates varying between the
different markets depending on the respective region’s
micro and overall macro-environment. In Malaysia and
Singapore where we have been operating for a longer
period now, the growths have tapered as compared to
a newer market like Taiwan. However, our strategy to
leverage edutainment and drive conversation about
VI and its offerings, remain the common focus across
markets in the past financial year. As outlined in the
FY2021 annual report, the team has broadened its
content creation efforts on multiple platforms and in
Some key mentions in Taiwan:
Channel
Series
EBC Super TV
Wonder Mom
（東森超視）
媽媽好神-俗女家務事
YouTube Channel
The Storm Media
（風傳媒）
Worked Money
下班經濟學
FTV News
FTV News Site
（民視）
民視新聞網
Business Weekly
The Top Leaders
（商周）
百大顧問
10
language-specific formats to build engagement across
a wider set of audience, thereby strengthening our
brand as well as enhancing our digital footprint.
With a dedicated creative and media team in Singapore,
we ramped up production in FY2022 by rolling out
several content and edutainment series covering a
variety of angles. Our popular Money Money Home
series in Malaysia was refreshed in partnership with
Mediacorp, by adapting it for relatability through
a cast of local artistes, Darren Lim and Sharon Au,
and expanding the content to cover areas relevant to
Singaporean viewers. While initial results of our content
strategy in Singapore have been encouraging, we do
expect a longer runway before we are able to achieve a
significant local following and greater digital presence.
television and
In Malaysia, riding on our past successes with local
satellite
IPTV provider, Astro, we
also launched a reboot of our “Bijak Labur” Malay
language web series to cater to its predominant ethnic
population. The six-episode series aired in November
and December 2021 and garnered 594,000 television
viewers throughout its run and a total of 1.1million
views across Astro’s digital media platforms during the
campaign.
Meanwhile in Taiwan, the content series curated for its
audience has started to command a steady growing
viewer base over the past year. On top of that,
purposeful investments made on our branding efforts
locally not only brought about positive reception to our
products and offerings, but we have also seen a boost
in other opportunities for our acquisition effort.
A Taiwanese talk show which features
various financial specialists on money
matters and financial management.
One of Taiwan’s most popular finance
YouTube Channels which features financial
experts and investment professionals.
A segment feature of Will, the General
Manager of 8VI Taiwan on one of
Taiwan’s key mainstream news channels.
One of Taiwan’s most influential finance
magazines featuring economic highlights,
career, lifestyle, and finance news.
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022 Operating and Financial Review
In summary, we have published the following content and programmes
in FY2022:
Singapore
• “Talk Money with VI” is a podcast series discussing money-related topics and features four different
personalities to share their thoughts and experiences. Each episode tackles a topic in an informative yet
light-hearted way.
• “Dr VI” is a YouTube Shorts series featuring VI’s trainer, as Dr VI. Each episode showcases stock updates
and company analyses.
• “Inside an Investor’s Mind” is a video series featuring VI’s master trainers while exploring various topics from
financial management to value investing.
• “Money Money Home” is a remake of the same series in Malaysia that sets out to help Singaporeans
learn about and navigate wealth management and investment.
• “Women of Wealth” is a video series featuring inspiring women with their extraordinary stories, and how they
abide by and create their own definition of wealth.
• “ChooseMe” is a video series that follows the journey of four mentees’ from the VI Community in growing
their first S$100,000 portfolio with the help of VI’s trainers.
Malaysia
• “Wokao!” (我靠理财活下去) made a comeback for a second season in April 2021. This series is designed for
those who have burning questions about investment or financial management with practical solutions, ideas and
answers for the everyday investor.
• “Bijak Labur” series on Astro Awani is a reboot from its YouTube predecessor. This series is presented in the
Malay language and features VI’s key trainers in Malaysia while exploring fundamental topics like financial literacy
and Syariah Investment.
11
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022 Operating and Financial Review
• “Not Experts” is a series involving commentaries on the latest news and trends on money and lifestyle in Malaysia
and around the world.
• “理财E计划” is a talk show hosted by our VI College trainers covering topics sent in from viewers asking
for advice ranging from career, life, interpersonal relationships to investment woes.
Bijak Labur, a Malay language financial literacy and
Syariah Investment series (six episodes) produced by VI
College in partnership with Astro Awani
594K
Reached 594,000 cumulative TV viewers between November
and December 2021
1.1M Awanibytes garnered a total of 1.1million views across
Astro’s digital media platforms during the campaign
Taiwan
“即時VI快訊”
•
time frame.
are short videos which allows viewers to understand the market and current affairs within a short
• “大師系列” introduces key investors or entrepreneurs to the audience, sharing the history, background
and philosophy in approaching life, business and investments.
12
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
Operating and Financial Review
Thus far, our teams across the region have created a
total of 729 videos, garnering over 65 million views,
translating to more than two million hours of content
watched across the globe.
As with our 80:20 strategy, the Group has also focused
much of its efforts in the past year to work towards
generating 80% of its revenue outside of Singapore
through our overseas core markets. In FY2022, revenue
contribution from Singapore operations accounted for
35%, Malaysia at 30%, while remaining came from
other segments.
We are also seeing benefits stemming from the network
effect through our acquisition activities, where new
partnerships with third-party service providers have
been forged, thus creating new business verticals to
increase our organic growth and expansion revenue.
Most recently, we secured partnerships on property-
related services which we believe will serve to add value
to our community and allow us to reach out to new
target audiences.
The Group enjoyed rapid exponential growth in both
our VI App subscriber base and VI College graduate
base throughout FY2020/2021 as it rode on the tailwind
of our transformation journey following the outbreak
of the pandemic. As most of the world transitions to a
new normal and embraces the concept of living with
COVID-19, our growth rates have normalised over the
course of this financial year. While we are cognizant
of the ever-changing landscape in the market and
thus always on the lookout for new revenue verticals
to reduce our customer acquisition cost as part of our
Group’s overall strategy, the dampened growth rates
did not come unexpected, especially when our user
base increased significantly, and the base became
sizeable as compared to the previous year.
As such, in FY2022 our Total User Growth Rates and
Subscriber Growth Rates for VI App in the last twelve
months were recorded at 41% and -11% respectively.
The number of graduates under VI College across the
region grew by 24,069 in FY2022, as compared to
25,926 in FY2021 and 4,714 in FY2020.
ii. Retention
The key to ensure our continued success was to build
retention amongst our community and graduates
through a customer-centric culture and mindset focused
on creating lifetime value. First off, with potentially
upcoming new revenue verticals, we have been working
to build the strength of our customer support team for
improved user experience as the community grows.
We also see long-term potential to build our insights
and improve the overall experience for our graduates.
To achieve that, we have in the past year, started to
build our CRM system in phases; when completed, it
allows us to link and leverage data for optimisation
of our operations and offerings with the appropriate
business intelligence.
As of end March 2022, we have migrated our
Singapore and Malaysia operations into the new
Salesforce CRM while our customer support and service
module is currently being fine-tuned and optimized for
backend efficiency. As we continue integrating more
features from different customer touchpoints under a
single platform, we believe this will provide us with an
increasingly holistic view of our customers’ journey in
the long term.
The VI Community will attest that our strength lies in
the active engagement of the community through
meaningful exchanges on VI Social Bubble and
providing
language-specific content and support
through the weekly VI Coaching sessions. As we continue
to grow our user base, we will look into maximising
data intelligence for insights into our retention strategy.
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
GROWING OUR
RECURRING REVENUE,
CREATING NEW
REVENUE VERTICALS
AND INCREASING
OUR CUSTOMER
LIFETIME VALUE
iii. Technology Development
In the past year, we have continued our improvement
works in both new and existing features on VI App,
designed to enhance the overall user experience.
and passionate individuals in all things FinEduTech. We
believe our people are our greatest asset and we will
continue cultivating their talent and invest in the team’s
growth and development.
A few significant updates include:
FY2023 Focus & Strategy
• New Mobile App: Unified user experience across
iOS and Android; especially Android users where they
can now experience native level performance.
• Zoom Integration: Users are now able to join Zoom
sessions using the same email and login maintained
with VI App, reducing stepped processes and allowing
for faster onboarding of Zoom sessions.
• Broker Integration: Singapore-based users can now
set up and be directed to iFast Financial Pte Ltd (“iFast”)
accounts from within VI App, which simulates a more
seamless experience for follow-up action following the
appropriate analytical processes.
• Option Screener: Newly launched screener which
allows users to screen for and narrow down potential
option contracts that matter before market opens.
• VI Score: An aligned way to screen and compare
potential performances of different companies.
With several major updates expected for VI App in the
coming financial year, we have been conscientiously
growing the development team with both talented
The Group has undergone major structural shifts in
both our business as well as operations in the past
two years. However, we are not resting on our laurels
and are pressing ahead to adapt and innovate for the
disruptive and possibly volatile times ahead.
We have seen a shift in the trend over the years
amongst the investing crowd; younger audiences like
Millennials and Gen Z have taken responsibility into
their own hands and started investing for their future
using digital platforms. While VI App was designed to
meet the needs of this group of audience, we are aware
that new untapped opportunities are burgeoning, and
we are keen to rise to the occasion.
Since COVID-19 and the proliferation of fully remote
workplaces, there has been an explosion in technologies
deployed to enable these kinds of work strategies. The
grouping of these technologies has been seen as a
sign of the emergence of a new iteration of the web
(i.e. Web 3.0), where decentralisation and token-based
economics are the central tenets.
We believe that 8VI is currently suitably positioned to
explore and develop opportunities that come with Web
3.0. We see this opportunity in bridging to the future; for
our business, our VI Community, as well as the public,
and that our strategies for the coming year ahead will
revolve around this aspect.
14
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022 Operating and Financial Review
Previously, the unit economics of our unique business
model have worked well for us, in which our entry-
level product range covers our cost of acquiring a new
potential graduate. As we leverage this strategy, our
focus on this financial year is to grow our recurring
revenue for VI College through expansion of our range
of programmes revolving around the Web 3.0 theme. In
fact, within the last quarter of FY2022, we incorporated
MetaVI World Pte. Ltd. to support the Group’s efforts
in introducing a series of new programmes focusing
on educating the public and investing community on
the emerging Web 3.0, the Metaverse, Non-Fungible
Tokens (“NFTs”) and other forms of digital assets.
If there was any indication that we may be on the right
track or on the precipice of an evolution, the inaugural
METAVI Summit would be a positive hint. Held virtually
on 28th and 29th May 2022, the Summit featured
speakers, trainers, and investors who are early adopters
and pioneers in the blockchain, NFTs, and Metaverse
spheres as they shed light on varied cutting-edge
concepts, successful use cases, as well as anticipated
upcoming
the
conference, more than 5,000 attendees from the Asia-
Pacific region were exposed to Metaverse must-knows
married with practical applications – from real estate
Metaverse investing, educating parents on children’s
safety in the Metaverse, to the roles of education,
regulation and ethics in Metaverse investing – which
allows them to prepare themselves in navigating the
future of investments.
trends and possibilities. Through
The same rings true for VI App, where based on inputs
from extensive backend user data, we will be launching
refined product offerings based on the differing needs
of users. VI App was first conceptualised and designed
with the needs of our VI College graduates in mind.
When our transformation plans took off in the early
days of the pandemic, our operations and services
expanded rapidly and continued to do so for more than
two consecutive financial years. While normalisation of
growth for our VI App users were within our expectations,
the speedy growth of our user base has also allowed us
to move into the next phase: The Blue Ocean strategy for
VI App. As we delve into our quest to acquire more users
from the wider investing community, data intelligence
has enabled us to create better products with improved
pricing strategies for the appropriate target audience.
In addition to simplifying our VI App subscription tiers
and benefits for paid users, the team is now ready to
launch a Freemium model which provides free-toview
information to the public looking for insights into the
preliminary user experience. Product differentiation
coupled with dedicated marketing efforts and potential
licensing in other regions is expected to better drive VI
App’s organic customer acquisition. In the long run, the
ultimate vision is to create a platform that can cater
to the holistic investing needs of our community; a
blueprint which we are still working on.
Moreover, the new initiatives in both VI College’s and
VI App’s acquisition strategy outlined earlier may be
replicated in other core markets, which expands the size
of our addressable market, bringing in new, potential
graduates and subscribers.
The rate of user engagement and time spent on the
platform directly translates to our ability to retain our
customers. An investor’s journey begins with screening
for and analysing companies that matter, but that
journey would not be complete without the opportunity
to take action. This feature came to fruition earlier in
January 2022 when we announced the integration of
iFast’s brokerage services into VI App, thus allowing our
Singapore-based users the opportunity to seamlessly
trade through their iFast accounts linked to VI App. This
development paves the way for deeper collaborative
opportunities with iFast in the region, and opens
doors for us to explore similar partnerships with other
brokerages to better serve our community and users.
15
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022 NAVIGATING
TURBULENCE
AND BRIDGING
TO THE FUTURE
together to remind the team of the values and principles
that we live by and what we strive to achieve. In testament
of our efforts in understanding and identifying the needs
of our team members and creating a wonderful space
that mirror our values, the 8VI new headquarters was
awarded the prestigious Singapore Good Design (SG
Mark) Award 2022 for Interior Design by the Design
Business Chamber Singapore.
We will continue to invest significant resources into
diversifying our human capital to find the right talents
to strengthen our position in innovation and technology.
In order to position ourselves to offer more regulated
products and services, we will also be reinforcing our
procedures and systems to ensure compliance with the
appropriate standards and governance.
In the coming 12 to 24 months, we
expect difficult times ahead as we take
on the macro-economic challenges with
China’s regulatory tightening and zero-
COVID policy, US inflationary pressure
and the ongoing Ukraine-Russia war.
As the world continues to be disrupted by technology at
rates faster than we have ever known, we are mindful
of the ever changing landscape and will continue to
work to stay ahead of the trend by being adaptive
and innovative. Backed by a strong balance sheet, 8VI
remains steadfast in its efforts in bridging to the future.
With our mission and vision unwavering, we believe we
will emerge stronger, just as we have done before, and
continue to empower the man-on-the-street to create
sustainable wealth and inspire 100 million lives.
Ken Chee
Executive Director & CEO
8VI Holdings Limited
16
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
Similarly, with the benefits of the network effect from
the 8VI ecosystem coming into play, we have also
seen increased opportunities to drive initiatives aimed
at reducing our overall cost of acquisition. With direct
marketing costs quickly outweighing its value, the team
geared up its efforts and looked inwards to garner the
support of our community in promoting our products
and services through the likes of referral and affiliate
programmes. Being customers who are familiar with our
methodology and enjoy our offerings, their experience
and word-of-mouth referrals will naturally be more
effective in reaching out to channels that may otherwise
not have been on our radar.
The strength in numbers of our VI Community also makes
for an attractive target for cross channel partnerships.
Likewise, we will also be looking to work with other
brands and service providers more extensively in view
of the evolving needs of our growing community this
coming year. Such efforts will not only be effective in
reducing our cost of acquisition, it will also reinforce
our customer-centric culture and mindset focused on
creating lifetime value for our community.
We are firm believers that one’s financial need evolves
with his/her life journey. As our community grows
in numbers, their needs become more complex and
varied. While we spot the gaps in the community’s
overall wealth management journey, we have also
identified potential new revenue verticals. In FY2022,
the Group incorporated Valiant Wealth Advisory to
provide ancillary financial services such as financial
and insurance advisory. We foresee that this will not
only be a source to attract new, potential graduates, but
will also expand our offerings for existing members of
our VI Community. Currently, we are in the process of
licensing applications in both Singapore and Malaysia,
and will advise of further details in due course as and
when it becomes available.
FY2022 has been a transformative year for 8VI, and we
commemorated this leap with a new office space and
headquarters in 1557 Keppel Road, Singapore. The
11,370sqf space was carefully designed with the future
in mind, as we embrace new ways of working post-
pandemic. All elements in the office are consciously put
Board of Directors
Pauline Teo
Executive Director
Clive Tan
Non-Executive
Chairman
Ng Tiong Gee
Independent
Director
Ken Chee
Executive Director
& CEO
Philip Forrest
Independent
Director
As co-founder and executive director of parent
company, 8I Holdings Limited, Clive oversees
the strategic planning, business development,
corporate policies and risk management practices
for the financial education and asset management
business. He is also the CEO of VI Fund Managment
Pte. Ltd., a RFMC in Singapore.
Within 8VI, Clive advises on corporate governance,
strategic matters and overall direction of the
Group.
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. He began his professional career in
the public education sector in Singapore.
Clive Tan
Non-Executive Chairman
17
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022 Board of Directors
Ken Chee
Executive Director & CEO
Pauline Teo
Executive Director
Ken is the co-founder of the Group and sits on the
board of parent company, 8I Holdings Limited. As
CEO of 8VI, he is involved in driving the all-round
growth of the Group’s FinEduTech business under
the VI brand.
Pauline is involved in the management and
regional operations of the Company, leading VI
College. She is also one of the key speakers for
the various programs, seminars and coaching
sessions that the Company undertakes.
across
business
He has more than 20 years of professional
experience
development,
operations, strategy and marketing from his
past roles in data management firms including
Quicken (Singapore) and Telekurs Financial. Prior
to his current appointment, Ken held executive
and management roles in 8I Holdings Limited and
was the originator and key trainer of its financial
education programmes.
Ken was awarded the Spirit of Enterprise, Honoree
Award in 2005 by the President of the Republic
of Singapore for outstanding business results. He
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’
in Business Administration. He also
Degree
attended Columbia Business School in New York
for its Executive Program in Value Investing.
18
Under her leadership, VI College is currently the
leading Financial Education provider in Singapore
and Malaysia, with presence in Taiwan and
mainland China. She leads 8VI’s retention team
in terms of organising, planning the activities and
topics for our subscribers in keeping conversations
alive in the community.
Pauline is based in Singapore and has more than
10 years’ experience working as a public servant,
primarily in the field of learning and development.
During her days with Singapore Ministry of Defence
and Civil Service College, Pauline led a team of
course developers and had the full spectrum of
experience in training and development, ranging
from conducting
to
outcome evaluation.
learning-needs analysis
Pauline graduated from the Nanyang Technological
University with a Master of Arts (Instructional
Design and Methodology) and holds a Bachelor in
Business Studies.
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022 Board of Directors
Ng Tiong Gee
Independent Director
Philip Forrest
Independent Director
Tiong Gee is currently the Chairman of Yellow
Pages Pte Ltd, an online directory and digital
marketing company, where he is leading the
digital transformation of a 50-year-old business.
He is a prominent industry leader with substantial
experience in the information technology sector
and strategic human resource management.
He was previously the Senior Vice President for
Technology of Resorts World Sentosa, as well
as Chief Information Officer and Chief Human
Resource Officer of United Test and Assembly
Center Ltd. Prior to that, Tiong Gee was STATS
ChipPAC Senior Vice President of Human Resources
and Chief Information Officer. Between 1988 and
1992, he held various key engineering positions
working on Computer Integrated Manufacturing
and AI at Digital Equipment Singapore, now part
of Hewlett-Packard, and has previously worked at
Siemens Microelectronics Asia Pacific Pte Ltd (now
known as Infineon Technologies Asia Pacific) and
Gateway Incorporated.
Tiong Gee is the founding President of Tech
Talent Assembly, an NTUC-affiliated association
and lectures in NUS Advanced Computing for
Executives. He also serves on the boards of GYP
Properties, Pacific Radiance, Y Ventures and Ren
Ci Hospital.
Philip has lived in South East Asia for 40 years and
in Singapore for over 30 years and has consistently
contributed to the commercial relationship between
Australia and Asia.
that
reinforces
involvement
contribution
through
He
directorships,
in not-for-profit
organisations, and the provision of consultation
and advice. After 15 years with Citibank including
as country head in Thailand, he has been the
Singapore head for three international banks
(Westpac, NatWest and ANZ), with wide-ranging
regional responsibilities. His most recent banking
position was Asia Head for ANZ Bank, with
responsibility for all of the Bank’s activities in
eleven countries from Japan to Indonesia.
Philip was previously a Non-Executive, Independent
Director of an ASX-listed company (a component of
the All Ordinaries Index) with activities in Asia and
Australia, and he continues to be an Independent
Director of several of the company’s international
subsidiaries.
Philip is an Honorary Life Member of The Australian
Chamber of Commerce Singapore, and a Fellow
and Member of the Governing Council of the
Singapore Institute of Directors. He is also a Fellow
of the Australian Institute of Company Directors,
CPA Australia, Chartered Accountants Australia
and New Zealand, and the Australian Institute for
Business and Economics.
19
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022 Key Management
Gary Yeow
Executive
Director,
8VI Malaysia
Gary oversees the planning and implementation of
marketing, operations and business development
strategies across the regional markets and 8VI’s
overseas expansion activities.
Gary is the Director of 8VI Malaysia Sdn Bhd. He
has been with the Group since May 2012.
Gary brings over 30 years of business experience,
where prior to 8VI, Gary held the directorship of a
building materials wholesale and manufacturing
business. Gary graduated from Anglo-Chinese
Secondary School in Sitiawan, Malaysia.
Low Chern
Hong
Executive
Director,
8VI Malaysia
Chern Hong is in charge of developing and directing
8VI Malaysia’s business strategy in alignment with
the Group’s retention and acquisition objectives.
A strong advocate of value investing, Chern
Hong is passionate about creating and improving
awareness on the importance of financial literacy.
He is also one of the key speakers for various
programmes, seminars and coaching sessions for
the VI College.
Bernard Siah
CTO,
8BIT Global
Bernard leads the technology development at
8BIT, leveraging the digital economy for improved
positioning and competitiveness.
With 8BIT’s position as a Licensed Financial Adviser
to provide financial advice concerning securities
and units in collective investment schemes through
research analyses and research reports, approved
by the Monetary Authority of Singapore, Bernard
will focus on expanding and improving the
proprietary features on VI App to enhance user
experiences and information delivery.
He has more than 10 years of experience as a
technology specialist. Bernard began his career
in a start-up and led the R&D and product
development team. During this period, he gained
invaluable experience in building the R&D team
and developing processes to deliver products in
the intelligent CCTV industry. Eventually, he grew
with the company through its IPO in SGX.
After his start-up experience, he joined a marine
to apply his vast
company and continued
experience in product development to create a
world-class system which provides advance vessel
performance monitoring services. The entity was
eventually acquired by a French company from the
growing LPG market.
Bernard graduated from the National University
of Singapore with a Bachelor of Computing
(Technology Focus).
Chern Hong holds a Master in Accounting and
Finance, and was previously with Deloitte Malaysia.
He has been with the Group since 2015.
20
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022 Key Management
Will Huang
General Manager, 8VI Taiwan
Juanna Chua
Executive Director, 8VI China
Juanna manages
objectives and plans within the Chinese market.
the Company’s
strategic
Previously, Juanna spent nine years on distribution
and central store management with Shell Malaysia
Trading Sdn Bhd. She brings with her strong human
capital and operations knowledge.
She graduated with a Bachelor of Business
Administration
from
(Honours)
Universiti Tenaga Nasional.
in Marketing
Will leads the Taiwan office’s operations and
strategy.
Will is the General Manager of 8VI Taiwan, where
he leads the office’s operations and strategy.
As a leader, Will successfully bridges technical
and business aspects, while handling high-level
management and operations. He has been with
the Group since 2019.
Prior to this, Will created and headed an ODM/
OEM unit at Strongled LED Lighting Systems, a
Taiwan-listed company and leading manufacturer
of LED lighting, where he led market research
and development, analysis of business model,
team establishment, resource evaluation and
coordination, process
formulation and staff
training. Will has more than six years of experience
across quality engineering and customer service
in multi-national companies. He was also a key
member in Strongled’s IPO team, handling public
relations and acting as a corporate spokesperson.
Will holds a Masters’ Degree in MSc. Management
from the University of Southampton, as well as a
Bachelor of Geomatics from the National Cheng-
Kung University.
21
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022 Corporate Structure
As at 24 June 2022
8VI Holdings Limited
FinEduTech
Wealth Advisory
Web3.0
Financial Education
Financial Technology
Valiant Wealth
Advisory Singapore
Pte. Ltd.
MetaVI World
Pte. Ltd.
8VI Global
Pte. Ltd.
8BIT Global
Pte. Ltd.
8VI Malaysia
Sdn. Bhd.
8VI Taiwan
Co., Ltd.
8VI China
Pte. Ltd.
8VI FIN Malaysia
Sdn. Bhd.
8VIC JooY
Media Sdn. Bhd.
8VI China
(Shanghai) Co. Ltd.
22
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
Playing Our Part for Communities
With a strong belief of strength in numbers, we
engaged our VI Community to join us in giving
back to the local communities that we are based in.
This year, we joined forces with our VI Community
extensively to contribute generously and give
back through meaningful social initiatives and
donations.
isolation and building a more inclusive community
for seniors and Persons with Disabilities. The
team also rallied the VI Community in spreading
warmth through the year end festive season
with combined donations exceeding S$43,000
to the Straits Times School Pocket Money Fund
LETTER OF APPRECIATION
Proudly presented to VI College for raising a grand total of:
$28,961.06
Thank you for your donation to CAL. Because of your generous contribution we are able to
continue providing training and support to caregivers of people with mental health issues.
Tim Lee, CEO
In collaboration with
VI College's Invest for
Good programme
and the Caregivers Alliance Limited. Meanwhile
in Taiwan, similar efforts rallying support from
the VI Community has allowed the team to raise
The unrelenting surge of COVID-19 cases in
Malaysia in mid 2021 pushed the local healthcare
system close to its breaking point as local hospitals
struggled to cope amidst shortage of healthcare
workers, medical supplies, and equipment. The
team initiated an internal fund-raising effort and
invited the VI Community to join their efforts in
thanking the local frontliners with care packages
and donation of medical supplies and equipment
to Hospital Sungai Buloh, one of the primary
COVID-19 centres in the state of Selangor. The
collective effort saw close to RM35,000 raised to
purchase a High-Flow Nasal Cannula (HFNC)
Machine and several other respiratory devices.
In September 2021, we matched the donations from
our VI Community dollar-to-dollar in Singapore
and contributed a total of S$20,000 to Cycle for
Good for their efforts in combating elderly social
23
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022 Playing Our Part for Communities
NT$104,000 through matched donations from VI
College Taiwan in return for sharing financial and
investing knowledge.
Institute of Technology (“SIT”) to our list of VI
Bursary recipients to provide financial assistance
to students in need.
With Education and FinTech as our guiding pillar
for our corporate citizenry, these remain key areas
in which we are actively involved in.
As we remain true to our aim of advancing
technology by supporting education, VI Bursary
continues to support the National Technological
University (“NTU”) School of Computer Science
and Engineering in ensuring deserving students
access to quality education. Expanding on the
education front, this year, we added Singapore
Since the establishment of VI Club For Youth in
December 2020, the team has conducted 16
training sessions on an entire range of topics from
financial literacy, monetary management, life goals,
relationships and even careers. Through its different
engagement activities both online and offline, the
team has reached out to and impacted a total of
1,718 VI Club For Youth members and students in
Malaysia thus far.
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.
24
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022 Corporate Governance Statement
31 March 2022
Introduction
8VI 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 30
June 2020. The Board is committed to administering the
Company’s policies and procedures with openness and
integrity, pursuing
true spirit of corporate
governance commensurate with the Company’s needs.
the
To the extent applicable, the Company has adopted the
ASX Corporate Governance Council’s Corporate
Recommendations
Governance
(Recommendations).
Principles
and
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.8viholdings.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
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
and
establishment,
Secretary,
management of Board Committees, Directors access to
company records and information, details of the Board’s
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.
operation
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
Clearly
articulating the division of responsibilities between the
Board and management will help manage expectations
and avoid misunderstandings about their respective
roles and accountabilities.
those objectives.
In general, the Board assumes (amongst others) the
following responsibilities:
(i) providing
leadership and setting the strategic
objectives of the Company;
(ii) appointing and when necessary replacing the
Executive Directors;
(iii) approving the appointment and when necessary
replacement, of other senior executives;
(iv) undertaking appropriate checks before appointing
a person, or putting forward to security holders a
candidate for election, as a director;
(v) overseeing management’s implementation of the
Company’s strategic objectives and its performance
generally;
(vi) approving operating budgets and major capital
expenditure and investment;
(vii) overseeing
the
accounting and corporate
including the external audit;
integrity of
the company’s
reporting systems
(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.
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.
25
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
Corporate Governance Statement
31 March 2022
Principle 1: Lay solid foundations for
management and oversight (continued)
Recommendation 1.2
A listed entity should:
(a) undertake appropriate checks before appointing a
person, or putting forward to security holders a
candidate for election, as a director; and
(b) provide
security holders with all material
information relevant to a decision on whether or
not to elect or re-elect a director.
Election of Board members is substantially the province
of the Shareholders in general meeting. The Board
currently consists of two Executive Directors and three
Non-Executive Directors (two of them are 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 4 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.
into Executive Service
The Company has entered
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.
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 1.5
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 and in the composition of its board, senior
executives and workforce generally; and
(c) disclose in relation to each reporting period:
(i)
the measurable objectives set for that period
to achieve gender diversity;
(ii) the entity’s progress towards achieving those
objectives; and
(iii) either:
(A) the respective proportions of men and
women on the Board, in senior executive
the whole
positions
organisation (including how the entity has
defined “senior executive”
for these
purposes); or
across
and
(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
its goals.
to the organisation’s ability to achieve
Accordingly, the Company has set in place a diversity
policy. This policy outlines the Company’s diversity
objectives
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.
relation
in
26
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
Corporate Governance Statement
31 March 2022
Principle 1: Lay solid foundations for
management and oversight (continued)
Recommendation 1.5 (continued)
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 is
responsible for implementing, monitoring and reporting
on the measurable objectives. The Diversity Policy is
available on the Corporate Governance Plan on the
Company’s website.
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 2022
Board of Directors
Senior Management
Company wide
Male
4
4
71
Female
1
1
63
The Senior Management refer to those persons having
authority and responsibility for planning, directing,
controlling the activities of the consolidated entity,
directly or indirectly, of the consolidated entity.
Recommendation 1.6
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.
a Nomination Committee.
The Company is not of a relevant size to consider
formation of
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 Directors was undertaken by the Non-
Executive Directors. The performance of the Board, its
committees and the individual directors is assessed on
an on-going basis by the Chairman of the Board.
Recommendation 1.7
A listed entity should:
(a) have and disclose a process for periodically
evaluating the performance of its senior executives
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 2022, over a series of
informal
discussions, the Executive Directors have 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
the committee met
individual
those
number of
times
throughout the period and the
attendances of
meetings; or
the members at
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
27
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
Corporate Governance Statement
31 March 2022
Principle 2: Structure the Board to add
value (continued)
Recommendation 2.1 (continued)
(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 it to discharge its duties and
responsibilities effectively.
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
Geographic experience
Capital Markets experience
5
5
5
5
5
5
5
4
(continued)
Subject matter expertise
- accounting
- capital management
- corporate financing
- industry taxation
- risk management
- legal
- IT expertise
Number of
Directors that
meet the skill
4
4
4
1
5
2
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 Charles Mac
(resigned on 1 Nov 2021), Mr Ng Tiong Gee (appointed
on 1 Nov 2021) and Mr Philip William Forrest (appointed
on 1 Nov 2021);
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
28
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
Corporate Governance Statement
31 March 2022
Principle 2: Structure the Board to add
value (continued)
Mr. Clive Tan currently holds the position of Non-
Executive Chairman which does not comply with the ASX
Corporate Governance Council’s recommendations.
Recommendation 2.3 (continued)
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 Clive Tan Che Koon appointed on 1 Sep 2015
• Ms Pauline Teo Puay Lin appointed on 3 Jan 2018
• Mr Chee Kuan Tat, Ken appointed on 1 Jan 2019
• Mr Charles Mac appointed on 23 May 2019 and
resigned on 1 Nov 2021
• Mr Ng Tiong Gee appointed on 1 Nov 2021
• Mr Philip William Forrest appointed on 1 Nov 2021
Recommendation 2.4
A majority of the Board of a listed entity should be
independent directors.
The Board considers that only two out of the five
Directors are independent directors in accordance with
the ASX Corporate Governance Council’s definition of
independence:
Mr. Charles Mac – resigned on 1 Nov 2021
(Independent Non-Executive Director)
Mr. Ng Tiong Gee – appointed on 1 Nov 2021
(Independent Non-Executive Director)
Mr. Philip William Forrest – appointed on 1 Nov 2021
(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
the Board meeting before
commencement of discussion on the topic.
from
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.
The Board considers the importance of a division of
responsibility and independence at the head of the
Company, the existing Board is chaired by Mr Tan who
is also a Non-Executive Director. The Board considers
that he is able to bring quality and independent
judgement to all relevant issues, and the Company
benefits from his
its
operations and business relationships.
long-standing experience of
Recommendation 2.6
A listed entity should have a program for inducting new
directors and providing appropriate professional
development opportunities for continuing directors to
develop and maintain the skills and knowledge needed
to perform their role as a director effectively.
The Board Charter states that a specific responsibility of
is to procure appropriate professional
the Board
The
development opportunities
Remuneration Committee
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.
for Directors.
is responsible
Principle 3: Act ethically and
responsibly
Recommendation 3.1
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.
29
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
Corporate Governance Statement
31 March 2022
Principle 3: Act ethically and
responsibly (continued)
Recommendation 3.2 (continued)
The Corporate Code of Conduct applies to the
Company’s directors, senior executives and employees.
The Company’s Corporate Code of Conduct is available
in the Corporate Governance plan which is on the
Company’s website.
Recommendation 3.3
A listed entity should:
(a) have and disclose a whitsleblower 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.
Principle 4: Safeguard integrity in
financial reporting
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
the committee met
individual
those
number of
times
throughout the period and the
attendances of
meetings; or
the members at
the processes
(b) if it does not have an audit committee, disclose that
fact and
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.
it employs
The Company is not currently of a size, nor are its affairs
of such complexity to justify the formation of audit
committee to satisfy this recommendation. The Board
believes that the individuals on the Board can make, and
do make, quality and informed judgements in the best
interests of the Company on all relevant issues.
affecting
The Board will carry out the duties that would ordinarily
be assigned to that committee under the written terms
of reference for that committee, including but not
limited to, monitoring and reviewing any matters of
and
significance
compliance, the integrity of the financial reporting of
the Company, the Company's internal financial control
system and risk management systems and the external
audit function. The Board from time to time will review
the scope, performance and fees of the external
auditors and the rotation of the audit engagement
partner.
reporting
financial
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 Board ensure that before they approve the entity’s
financial statements for a financial period, the Executive
Directors have declared that in their opinion the
financial records of the entity have been properly
maintained and that the financial statements comply
30
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
Corporate Governance Statement
31 March 2022
Principle 4: Safeguard
financial reporting (continued)
integrity
in
shareholders or investor analysts are released on the
ASX Market Announcements Platform prior to the
presentation.
Recommendation 4.2 (continued)
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 Executive Directors 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 the Listing Rules 3.1.
The Company’s Corporate Governance Plan includes a
continuous disclosure program. The Corporate
Governance Plan is available on 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
the ASX Market
Announcements Platform ahead of the presentation.
on
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
Principle 6: Respect the rights of
security holders
Recommendation 6.1
A listed entity should provide information about itself
and its governance to investors via its website.
there are
The Company has a comprehensive website found at
www.8viholdings.com, where
to
directors, corporate governance, plans and policies.
links to all financial reports,
Also
announcements, notice of meetings and presentations
and any external media commentary made on the
Company.
included are
links
Recommendation 6.2
A listed entity should design and implement an investor
relations program to facilitate effective two-way
communication with investors.
a
has
adopted
Company
The
Shareholder
Communications Strategy which aims to promote and
two-way communication with
facilitate effective
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.
31
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
Corporate Governance Statement
31 March 2022
Principle 6: Respect the rights of
security holders (continued)
Recommendation 6.5
A listed entity should give security holders the option to
send
receive
communications to, the entity and its security registry
electronically.
communications
from,
and
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.
Principle 7: Recognise and manage
risk
Recommendation 7.1
The Board of a listed entity should:
(a) have a committee or committees to oversee risk,
each of 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
the committee met
individual
those
times
number of
throughout the period and the
attendances of
meetings; or
the members at
(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 not established a separate Risk
Management Committee. However, the Board has
assumed the role of a separate Risk Management
Committee and it is ultimately responsible for risk
oversight and risk management. Discussions on the
recognition and management of risks were also
considered by the Board.
The Board's collective experience will assist in the
identification of the principal risks that may affect the
Company's business. Key operational risks and their
management will be recurring items for deliberation at
Board meetings.
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.
The Company process for risk management and internal
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,
‘Disclosure - Risk
is entitled
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. The Board has not
established a separate Risk Management Committee
and hence no meeting was being conducted in the
reporting period.
Recommendation 7.3
A listed entity should disclose:
(a) if it has an internal audit function, how the function
is structured and what role it performs; or
(b) if it does not have an internal audit function, that
fact and the processes it employs for evaluating and
continually improving the effectiveness of its risk
management and internal control processes.
32
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
Corporate Governance Statement
31 March 2022
Principle 7: Recognise and manage
risk (continued)
Recommendation 7.3 (continued)
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.
or
apparent
business,
The Board details the Company’s risk management
systems which assist in identifying and managing
economic,
potential
(if
environmental and social sustainability
appropriate). Review of
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
internal
compliance and control procedures.
framework and associated
the Company’s
risks
(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 executives and ensuring
that such remuneration is appropriate and not
excessive.
remuneration
The Board as a whole performs the function of the
Remuneration Committee which includes setting the
Company's
structure, determining
eligibilities to incentive schemes, assessing performance
senior management and
and
determining the remuneration and incentives of the
Board.
remuneration of
from
The Board may obtain external advice
independent consultants in determining the Company's
remuneration practices, including remuneration levels,
where considered appropriate.
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 to satisfy this
recommendation.
Recommendation 8.2
A listed entity should separately disclose its policies and
practices regarding the remuneration of non-executive
directors and the remuneration of executive directors
and other senior executives.
Principle 8: Remunerate fairly and
responsibly
The Board outlines the Company’s policies and practices
regarding the remuneration of non-executive, executive
and other senior directors.
Recommendation 8.1
The Board of a listed entity should:
(a) have a remuneration committee which:
(i) has at least three members, a majority of
whom are independent directors; and
(ii) is chaired by an independent director,
and disclose:
(iii) the charter of the committee;
(iv) the members of the committee; and
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 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.
(v) as at the end of each reporting period, the
the committee met
individual
those
number of
times
throughout the period and the
attendances of
meetings; or
the members at
33
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
Corporate Governance Statement
31 March 2022
Principle 8: Remunerate fairly and
responsibly (continued)
Recommendation 8.2 (continued)
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 Board 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.
Recommendation 8.3
A listed entity which has an equity-based remuneration
scheme should:
(a) have a policy on whether participants are permitted
to enter into transactions (whether through the use
of derivatives or otherwise) which
limit the
economic risk of participating in the scheme; and
(b) disclose that policy or a summary of it.
The Company had obtained its shareholders’ approval
on the creation of an equity-based remuneration
scheme. The Company’s full Employee Share Plan is
available
at
the
www.8viholdings.com.
Company’s
website
in
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 Non-
Executive Chairman (or the Board in the case of the Non-
Executive Chairman) must be obtained prior to trading.
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.
RReeccoommmmeennddaattiioonn 99..22
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.
RReeccoommmmeennddaattiioonn 99..33
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.
34
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
Remuneration Report
For the financial year ended 31 March 2022
This remuneration report set out information about the remuneration of 8VI Holdings Limited’s key management
personnel for the financial year ended 31 March 2022. The term ‘key management personnel’ refer to those persons
having authority and responsibility for planning, directing, controlling the activities of the consolidated entity, directly or
indirectly, including any director (whether executive or otherwise) of the consolidated entity.
Remuneration Policy
The remuneration policy of 8VI 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:
Clive Tan Che Koon
Chee Kuan Tat, Ken
Pauline Teo Puay Lin
Philip William Forrest
Ng Tiong Gee
Charles Mac
Bernard Siah
Gary Yeow Hin Lai
Low Chern Hong
Juanna Chua
Will Huang
Non-Executive Chairman
Executive Director & Chief Executive Officer
Executive Director
Non-Executive Director (appointed on 1 November 2021)
Non-Executive Director (appointed on 1 November 2021)
Non-Executive Director (resigned on 1 November 2021)
Chief Technology Officer
Director, Malaysia subsidiary
Director, Malaysia subsidiary
Director, China subsidiary
General Manager, Taiwan subsidiary
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 2021, is not to exceed S$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.
Executive remuneration
Remuneration for executives is set out in employment agreements. Details of the employment agreement with Executive
Directors are provided below.
Executive Directors may receive performance-related compensation but do not receive any retirement benefits, other
than statutory Central Provident Fund (CPF) contribution.
Assessing performance
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.
35
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
Remuneration Report
For the financial year ended 31 March 2022
Remuneration Policy (continued)
Assessing performance (continued)
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
formalised 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
Clive Tan Che Koon
Chee Kuan Tat, Ken
Pauline Teo Puay Lin
Philip William Forrest
Ng Tiong Gee
Base Salary(1)
S$nil
S$192,000 p.a.
S$216,000 p.a.
S$nil
S$nil
Fees
S$43,200 p.a. (2)
S$nil
S$nil
S$42,000 p.a.(2)
S$42,000 p.a.(2)
Term of Agreement
No fixed term
No fixed term
No fixed term
No fixed term
No fixed term
Notice Period
N/A
N/A
N/A
N/A
N/A
(1) Excluding employer’s Central Provident Fund (CPF) contribution
(2) Non-executive director fee of the Company
Details of Remuneration
A breakdown showing the level and mix of each Director’s and Key Management Personnel’s remuneration for the
financial year ended 31 March 2022 is set out below:
Name of Directors
Executive Directors
Chee Kuan Tat, Ken
Pauline Teo Puay Lin
Non-executive Directors
Clive Tan Che Koon
Philip William Forrest
Ng Tiong Gee
Charles Mac
Salary
S$’000
192
216
-
-
-
-
Short-term
Bonus/
Profit-sharing
S$’000
Directors’
Fee
S$’000
Post-
employment
CPF
Contribution
S$’000
Share-based
Payments
Share Plan(1)
S$’000
Total
S$’000
315
210
-
-
-
-
-
-
43
18
18
25
17
17
-
-
-
-
512
257
257
-
-
-
1,036
700
300
18
18
25
(1) Refers to the expense on share plan granted to the directors recognised in the financial statements.
36
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
Remuneration Report
For the financial year ended 31 March 2022
Details of Remuneration (continued)
Name of Key
Management
Personnel
Designation
S$150,000 to below S$300,000
Bernard Siah
Chief Technology Officer
Gary Yeow Hin Lai
Director, Malaysia subsidiary
Low Chern Hong
Director, Malaysia subsidiary
Below S$150,000
Juanna Chua
Director, China subsidiary
Will Huang
General Manager, Taiwan
subsidiary
Short-term
Salary
%
Bonus
%
Post-
employment
Pension
Contribution
%
Share-based
Payments
Share Plan
%
Total
%
66
62
41
73
80
28
27
48
18
20
6
11
11
9
-
-
-
-
-
-
100
100
100
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$847,785 for the
financial year ended 31 March 2022 (2021: S$994,018).
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 2022.
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. Apart from disclosed elsewhere in this report, the Company did not provide any equity
compensation to Directors or executives during the financial year ended 31 March 2022.
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 except for the Rights and Share Options granted to Directors as shown in the Directors’ Statement.
Other Information
There were no loans made to any Key Management Personnel during the financial year or outstanding at financial year
ended.
Apart from disclosed elsewhere in this report, there were no transactions with Key Management Personnel during the
financial year. During the financial year, the Board of Directors reviewed and approved the Company’s remuneration
policy.
37
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
Remuneration Report
For the financial year ended 31 March 2022
Directors Meetings
Since the beginning of the financial year, six meetings of directors were held. Attendances by each director during the
period were as follows:
DIRECTORS
Clive Tan Che Koon
Chee Kuan Tat, Ken
Pauline Teo Puay Lin
Philip William Forrest
Ng Tiong Gee
Charles Mac
DIRECTORS' MEETINGS
ELIGIBLE TO ATTEND
6
6
6
2
2
4
ATTENDED
6
6
6
2
2
4
Environmental Issues
The Company’s operations comply with all relevant environmental laws and regulations, and have not been subject to
any actions by environmental regulators.
38
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
GENERAL INFORMATION
For the financial year ended 31 March 2022
Directors
Mr Clive Tan Che Koon (Non-Executive Chairman)
Ms Pauline Teo Puay Lin (Executive Director)
Mr Chee Kuan Tat, Ken (Executive Director)
Mr Charles Mac (Non-Executive Director, resigned 1 Nov 2021)
Mr Ng Tiong Gee (Non-Executive Dircetor, appointed 1 Nov 2021)
Mr Philip William Forrest (Non-Executive Director, appointed 1 Nov
2021)
Company Secretary (Singapore)
Ms Amanda Thum Sook Fun
Company Secretary (Australia)
Mr Louis Chua Chun Woei
Registered Office (Singapore)
Registered Office (Australia)
Principal place of business
Share registrar
Auditor
1557 Keppel Road
#01-01
Singapore 089066
SmallCap Corporate Pty Ltd
Suite 6, 295 Rokeby Road
Subiaco WA 6008
1557 Keppel Road
#01-01
Singapore 089066
Link Market Services Limited
Level 4, Central Park
152-158 St Georges Terrace
Perth WA 6000
KLP LLP
Public Accountants and
Chartered Accountants
13A MacKenzie Road
Singapore 228676
Partner in charge: Jonathan Lim Ryh Jye
Stock exchange listing
8VI Holdings Limited’s shares are listed on the Australian Securities
Exchange (ASX code: 8VI)
Website
www.8viholdings.com
39
1
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
DIRECTORS’ STATEMENT
For the financial year ended 31 March 2022
The directors present their statement to the members together with the audited consolidated financial
statements of 8VI Holdings Limited (the “Company”) and its subsidiaries (the “Group”) for the financial year
ended 31 March 2022 and the statement of financial position of the Company as at 31 March 2022 and
statement of changes in equity of the Company for the financial year ended 31 March 2022.
1.
Opinion of the directors
In the opinion of the directors,
(a)
the consolidated financial statements of the Group and the statement of financial position and
statement of changes in equity of the Company are drawn up so as to give a true and fair view of
the financial position of the Group and of the Company as at 31 March 2022 and the financial
performance, changes in equity and cash flows of the Group and changes in equity of the Company
for the year ended on that date, 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.
2.
Directors
The directors of the Company in office at the date of this statement are as follows:
Clive Tan Che Koon
Pauline Teo Puay Lin
Chee Kuan Tat, Ken
Ng Tiong Gee (appointed on 1 November 2021)
Philip William Forrest (appointed on 1 November 2021)
3.
Arrangements to enable directors to acquire shares or debentures
Neither at the end of nor at any time during the financial year was the Company a party to any
arrangement whose objects are, or one of whose objects is, 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 “Rights and Share Options” in this Statement.
4.
Directors’ interests in shares or debentures
(a) According to the register of directors’ shareholdings kept by the Company under section 164 of the
Singapore Companies Act, Chapter 50 (the “Act”), none of the directors of the Company holding office
at the end of the financial year had any interests in the shares or debentures of the Company and its
related corporations, except as stated as follows:
40
2
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
DIRECTORS’ STATEMENT
For the financial year ended 31 March 2022
4.
Directors’ interests in shares or debentures (continued)
Holding Company, 8I Holdings Limited
(No. of ordinary shares)
Clive Tan Che Koon
Pauline Teo Puay Lin
Chee Kuan Tat, Ken
The Company, 8VI Holdings Limited
(No. of ordinary shares)
Clive Tan Che Koon
Pauline Teo Puay Lin
Chee Kuan Tat, Ken
Holdings registered in name of
director or nominee
At 31.3.2022
At 1.4.2021
65,140,000
8,257,346
86,885,009
65,140,000
8,859,103
86,885,009
200,000
284,943
400,000
200,000
184,943
400,000
(b) According to the register of director’s 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 the
Company, granted pursuant to the Company’s Employee Securities Incentive Plan as set out below
and under “Rights and Share Options” below:
8VI Holdings Limited
Clive Tan Che Koon
Class C Performance Rights
Class D Performance Rights
Class E Performance Rights
Class F Performance Rights
Options
Pauline Teo Puay Lin
Class C Performance Rights
Class D Performance Rights
Class E Performance Rights
Class F Performance Rights
Options
Chee Kuan Tat, Ken
Class C Performance Rights
Class D Performance Rights
Class E Performance Rights
Class F Performance Rights
Options
No. of unissued ordinary shares under
performance rights and options
At 1.4.2021
At 31.3.2022
-
-
125,000
125,000
500,000
-
-
125,000
125,000
300,000
100,000
100,000
125,000
125,000
500,000
100,000
100,000
125,000
125,000
500,000
-
-
250,000
250,000
1,000,000
200,000
200,000
250,000
250,000
1,000,000
(c) Chee Kuan Tat, Ken, who by virtue of his interest of not less than 20% of the issued capital of the
holding company, 8I Holdings Limited, is deemed to have an interest in the share capital of the
Company.
41
3
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
DIRECTORS’ STATEMENT
For the financial year ended 31 March 2022
5.
Rights and share options
(a) Employee Securities Incentive Plan
The Company’s Employee Securities Incentive Plan (“Share Plan”) for key directors and employees of
the Group was approved by members of the Company as 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 the Company.
Under the Share Plan, the 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 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.
In the previous financial year, pursuant to the Company’s members’ approval at its annual general
meeting on 23 July 2020, the Company granted its directors options to subscribe for 2,000,000
ordinary shares at exercise price of AUD 0.45 per share (“Options”) and performance rights to be
converted into 2,600,000 ordinary shares 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 the Company 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 the Company under Options
Granted in
financial
year ended
31.3.2022
Aggregated
granted since
commencement
of plan to
31.3.2022
Aggregated
exercised since
commencement
of plan to
31.3.2022
Aggregate
outstanding as
at 31.3.2022
-
-
-
500,000
500,000
1,000,000
-
(200,000)
-
500,000
300,000
1,000,000
Name of director
Clive Tan Che Koon
Pauline Teo Puay Lin
Chee Kuan Tat, Ken
During the financial year, the vesting conditions of the Options were satisfied and were exercised by
Ms Teo 200,000 ordinary shares of the Company were issued.
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 the Company as at the relevant vesting determination dates
specified in the table below; and
- The relevant volume weighted average price (VWAP) of the Company’s shares traded on ASX over
any 20-day period exceeds the prices specified in the table below.
42
4
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
DIRECTORS’ STATEMENT
For the financial year ended 31 March 2022
5.
Rights and share options (continued)
(a) Employee Securities Incentive Plan (continued)
Performance Rights granted
Vesting conditions
Performance
Rights
Number
Effective
grant date
Fair value
per right
at
effective
grant date
(AUD)
Earliest vesting
determination
date
VWAP
Share Price
condition
(AUD)
Class A
Class B
Class C
Class D
Class E
Class F
400,000 23 Jul 2020
400,000 23 Jul 2020
400,000 23 Jul 2020
400,000 23 Jul 2020
500,000 23 Jul 2020
500,000 23 Jul 2020
0.4675
0.3813
0.4037
0.2016
0.2570
0.1389
21 Aug 2020
21 Aug 2020
01 Apr 2021
01 Apr 2021
01 Apr 2022
01 Apr 2022
0.45
0.60
0.70
2.00
2.30
5.00
Expiry Date
30 Apr 2021
30 Apr 2021
30 Apr 2022
30 Apr 2022
30 Apr 2023
30 Apr 2023
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 the Company under Performance
Rights
Granted in
financial
year ended
31.3.2022
Aggregated
granted since
commencement
of plan to
31.3.2022
Aggregated
exercised since
commencement
of plan to
31.3.2022
Aggregate
outstanding as at
31.3.2022
-
-
-
650,000
650,000
1,300,000
400,000
400,000
800,000
250,000
250,000
500,000
Name of director
Clive Tan Che Koon
Pauline Teo Puay Lin
Chee Kuan Tat, Ken
During the financial year, the vesting conditions of the Class C Performance Rights and Class D
Performance Rights were satisfied and both classes of Performance Rights were converted into the
Company’s ordinary shares. Mr Chee received 400,000 ordinary shares while Mr Tan and Ms Teo
received 200,000 ordinary shares respectively from the exercising of their Class C Performance Rights
and Class D Performance Rights.
(b) Performance Rights and Options outstanding
The number of unissued shares 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 under the rights and
options at 31.3.2022
Exercise
price
Exercise period
Performance Rights
- Class E
- Class F
Options
500,000
500,000
1,800,000
-
-
AUD 0.45
01 Apr 2022 to 30 Apr 2023
01 Apr 2022 to 30 Apr 2023
21 Aug 2020 to 30 Jun 2025
43
5
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
DIRECTORS’ STATEMENT
For the financial year ended 31 March 2022
6.
Auditor
KLP LLP has expressed its willingness to accept re-appointment as auditor.
On behalf of the Board of Directors,
Chee Kuan Tat, Ken
Director
Singapore, 31 May 2022
Pauline Teo Puay Lin
Director
44
6
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
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 8VI Holdings Limited
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of 8VI 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 2022, and the consolidated statement of comprehensive
income, consolidated statement of changes in equity and consolidated statement of cash flows of the Group
and the statement of changes in equity of the Company 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 2022 and
of the consolidated financial performance, consolidated changes in equity and consolidated cash flows of the
Group and changes in equity of the Company 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 judgement, were of most significance in our audit
of the financial statements of the current period. These matters were addressed in the context of our audit of
the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters. For each matter below, our description of how our audit addressed the matter is
provided in that context.
We have fulfilled our responsibilities described in the Auditor’s Responsibilities for the Audit of the Financial
Statements section of our report, including in relation to these matters. Accordingly, our audit included the
performance of procedures designed to respond to our assessment of the risks of material misstatement of the
financial statements. The results of our audit procedures, including the procedures performed to address the
matters below, provide the basis for our audit opinion on the accompanying financial statements.
7
45
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 8VI Holdings Limited (continued)
Key Audit Matters (continued)
Key Audit Matter
How our audit addressed the Key Audit Matter
impairment of
Valuation and
subsidiaries
(Refer to Note 6 to the financial statements)
investment
in
We assessed the appropriateness of management’s
process by which
impairment were
indicators of
identified.
The Company carries its investment in subsidiaries
at cost adjusted for impairment losses. As at 31
March 2022, the carrying amount of investment in
subsidiaries amounted to S$3,168,393.
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,
identification of
impairment indicators or events, the estimation of
recoverable amount and the determination of
impairment loss requires the use of significant
judgements and assumptions by management.
the
•
•
•
•
Where impairment had been identified, for samples of
investment in subsidiaries, our work included:
•
considering the latest developments in relation to
the subsidiaries’ financial position and 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
is
appropriate.
impairment
loss
for
Valuation of financial instruments held at fair
value
(Refer to Note 3, 8 and 26(e) to the financial
statements)
Financial instruments held by the Group at fair
value include equity securities designated at fair
value.
Group’s
financial
instruments
The
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
involved to
instruments and the estimation
determine fair value.
1. Obtain quoted market prices of listed equity
securities from independent source to determine
an 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;
2. assessed the reasonableness of the methodologies
used and the assumptions made for samples of
financial instruments valuations with significant
unobservable valuation inputs (Level 3 financial
instruments); and
3. performed tests of
inputs and assessed the
methodology over fair value adjustments, in light
of available market data and industry trends.
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.
8
4646
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 8VI 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 2.6, 3 and 5 to the financial
statements)
Our procedures in relation to the Group’s recognition
and measurement of development of software, we:
As at 31 March 2022, the Group’s intangible assets
includes development of software with carrying
amount of S$1,434,657.
for
criteria
applied
the year,
judgement
During
the Group conducted a
continuous update on the mobile application for VI
App. Management
in
identifying which functions need updates and
expenditure attributable to the updates that met
the
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.
capitalisation under
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.
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
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 materially 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.
9
4747
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 8VI 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.
10
4848
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 8VI Holdings Limited (continued)
Auditor’s Responsibilities for the Audit of the Financial Statements (continued)
•
Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events in a
manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express an opinion on the consolidated financial statements. We are
responsible for the direction, supervision and performance of the group audit. We remain solely responsible
for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies in internal control that we identify during our
audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the directors, we determine those matters that were of most significance
in the audit of the financial statements of the current period and are therefore the key audit matters. We
describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in
our report because the adverse consequences of doing so would reasonably be expected to outweigh the public
interest benefits of such communication.
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 Jonathan Lim Ryh Jye.
KLP LLP
Public Accountants and
Chartered Accountants
Singapore, 31 May 2022
11
49
49
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As At 31 March 2022
SOFP
Assets
Non-current assets
Property, plant and equipment
Intangible assets
Investment in associated company
Financial assets, at FVOCI
Trade and other receivables
Deferred tax assets
Current assets
Trade and other receivables
Current tax assets
Prepayment
Financial assets, at FVPL
Fixed deposits
Cash and cash equivalents
Total assets
Equity and liabilities
Equity attributable to owners of the Company
Share capital
Retained earnings
Foreign currency translation reserve
Employee securities plan reserve
Other reserves
Non-controlling interests
Total equity
Current liabilities
Trade and other payables
Unearned revenue
Lease liabilities and borrowings
Provision for income tax
Non-current liabilities
Unearned revenue
Lease liabilities and borrowings
Deferred tax liabilities
Group
Note
2022
S$
2021
S$
4
5
7
8
9
18
9
23
8
10
10
11
12
13
14
15
16
17
23
16
17
18
5,140,864
1,434,657
-
41,166
1,249,731
893,704
8,760,122
3,246,930
347,777
600,758
9,288,608
100,000
16,669,160
30,253,233
1,440,868
799,706
-
7,421
-
296,355
2,544,350
1,493,543
73,394
516,048
3,600,947
100,000
18,629,229
24,413,161
39,013,355
26,957,511
13,739,441
4,408,199
(93,241)
971,839
(4,466,060)
14,560,178
2,790,467
17,350,645
2,449,834
13,301,650
1,049,966
490
16,801,940
249,866
4,481,602
129,302
4,860,770
13,282,193
2,422,799
(90,905)
278,750
(4,481,538)
11,411,299
876,848
12,288,147
3,446,851
9,521,393
798,089
591,617
14,357,950
233,789
73,625
4,000
311,414
Total liabilities
21,662,710
14,669,364
Total equity and liabilities
39,013,355
26,957,511
The accompanying notes form an integral part of these financial statements.
50
12
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
STATEMENT OF FINANCIAL POSITION - COMPANY
As At 31 March 2022
Assets
Non-current assets
Property, plant and equipment
Investment in subsidiaries
Current assets
Trade and other receivables
Prepayment
Cash and cash equivalents
Total assets
Equity and liabilities
Equity attributable to owners
of the Company
Share capital
Employee securities plan reserve
Accumulated losses
Total equity
Current liabilities
Trade and other payables
Lease liabilities
Non-current liabilities
Lease liabilities
Total liabilities
Company
Note
2022
S$
2021
S$
4
6
9
10
11
13
15
17
17
494,503
3,168,393
3,662,896
1,690,105
15,496
311,871
2,017,472
-
2,568,393
2,568,393
2,760
18,516
1,574,600
1,595,876
5,680,368
4,164,269
78,267,512
971,839
(74,501,647)
4,737,704
77,810,264
278,750
(74,165,691)
3,923,323
662,725
30,523
693,248
249,416
249,416
942,664
240,946
-
240,946
-
-
240,946
Total equity and liabilities
5,680,368
4,164,269
SOCI
The accompanying notes form an integral part of these financial statements.
51
13
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the financial year ended 31 March 2022
Revenue
Cost of sales and services
Gross profit
Other income
Other loss
Other items of expense
Administrative expenses
Marketing and other expenses
Finance costs
Profit before tax
Income tax credit/(expense)
Profit after tax
Other comprehensive income/(loss):
Items that may be reclassified subsequently
to profit or loss
Currency translation differences arising from
consolidation
Items that will not be reclassified subsequently to
profit or loss
Financial assets, at FVOCI
- Fair value (losses)/gains – equity investments
Other comprehensive income/(loss), net of tax
Total comprehensive income for the year
Profit after tax attributable to:
Owners of the Company
Non-controlling interests
Total comprehensive income attributable to:
Owners of the Company
Non-controlling interests
Note
2022
S$
19
20
20
21
23
31,353,141
(8,039,205)
23,313,936
1,628,304
(1,500,600)
(7,679,476)
(12,443,919)
(114,451)
3,203,794
380,040
3,583,834
2021
S$
25,960,661
(5,894,172)
20,066,489
1,054,432
-
(5,994,774)
(7,559,680)
(33,693)
7,532,774
(1,037,169)
6,495,605
4,256
(17,569)
(402)
3,854
3,587,688
142
(17,427)
6,478,178
1,985,400
1,598,434
3,583,834
1,982,662
1,605,026
3,587,688
5,861,405
634,200
6,495,605
5,832,443
645,735
6,478,178
Earnings per share (S$ cents per share)
Basic earnings
Diluted earnings
24
4.70
4.41
14.34
13.87
The accompanying notes form an integral part of these financial statements.
52
14
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the financial year ended 31 March 2022
SOCE
(Accumulated
losses)/
Retained
earnings
S$
Foreign
currency
translation
reserve
S$
Employee
securities
plan reserve
S$
Share
capital
S$
Other
reserves
S$
Total
equity to
owners of
the
Company
S$
Non-
controlling
interest
S$
Total
equity
S$
Group
Balance as at 1 April 2020
Profit for the year
Other comprehensive income/(loss), net of tax
Total comprehensive income/(loss) for the year
Contributions by and distributions to owners
Changes in non-controlling interest
Value of employee services
Performance rights exercised
Total transactions with owners of the
Company, recognised directly in equity
Balance as at 31 March 2021
12,895,103
-
-
-
(3,438,606)
5,861,405
-
5,861,405
(61,801)
-
(29,104)
(29,104)
-
-
-
-
(4,490,583)
-
142
142
4,904,113
5,861,405
(28,962)
5,832,443
243,255
634,200
11,535
645,735
5,147,368
6,495,605
(17,427)
6,478,178
-
51,882
335,208
-
-
-
-
-
-
-
613,958
(335,208)
8,903
-
-
8,903
665,840
-
(12,142)
-
-
(3,239)
665,840
-
387,090
13,282,193
-
2,422,799
-
(90,905)
278,750
278,750
8,903
674,743
(4,481,538) 11,411,299
662,601
(12,142)
876,848 12,288,147
The accompanying notes form an integral part of these financial statements.
15
53
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the financial year ended 31 March 2022
Share
capital
S$
Retained
earnings
S$
Foreign
currency
translation
reserve
S$
Employee
securities
plan reserve
S$
Total equity
to owners of
the
Company
S$
Non-
controlling
interest
S$
Total
equity
S$
Other
reserves
S$
13,282,193
-
-
-
2,422,799
1,985,400
-
1,985,400
(90,905)
-
(2,336)
(2,336)
278,750
-
-
-
(4,481,538)
-
(402)
(402)
11,411,299
1,985,400
(2,738)
1,982,662
876,848 12,288,147
3,583,834
3,854
3,587,688
1,598,434
6,592
1,605,026
-
239,045
33,857
184,346
-
-
-
-
-
-
-
-
-
-
-
1,026,480
(239,045)
-
(94,346)
-
-
-
-
-
15,880
1,026,480
-
33,857
90,000
15,880
-
-
-
-
308,593
1,026,480
-
33,857
90,000
324,473
457,248
13,739,441
-
4,408,199
-
(93,241)
693,089
971,839
15,880
(4,466,060)
1,166,217
14,560,178
308,593
1,474,810
2,790,467 17,350,645
Group
Balance as at 1 April 2021
Profit for the year
Other comprehensive income/(loss), net of tax
Total comprehensive income/(loss) for the year
Contributions by and distributions to owners
Value of employee services
Performance rights exercised
Shares issued to director
Exercise of share options
Addition of non-controlling interest
Total transactions with owners of the
Company, recognised directly in equity
Balance as at 31 March 2022
The accompanying notes form an integral part of these financial statements.
16
54
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
STATEMENT OF CHANGES IN EQUITY - COMPANY
For the financial year ended 31 March 2022
Share
capital
S$
Employee
securities
plan reserve
S$
Accumulated
losses
S$
Total
equity
S$
Company
Balance as at 1 April 2020
Total comprehensive loss for the year
Contributions by and distributions to owners
Value of employee services
Performance rights exercised
Total transactions with owners of the
Company, recognised directly in equity
Balance as at 31 March 2021
77,423,174
-
-
-
(74,075,327)
(90,364)
3,347,847
(90,364)
51,882
335,208
613,958
(335,208)
-
-
665,840
-
387,090
77,810,264
278,750
278,750
-
(74,165,691)
665,840
3,923,323
Total comprehensive loss for the year
-
-
(335,956)
(335,956)
Contributions by and distributions to owners
Value of employee services
Performance rights exercised
Shares issued to director
Exercise of share options
Total transactions with owners of the
Company, recognised directly in equity
Balance as at 31 March 2022
-
239,045
33,857
184,346
1,026,480
(239,045)
-
(94,346)
-
-
-
-
1,026,480
-
33,857
90,000
457,248
78,267,512
693,089
971,839
-
(74,501,647)
1,150,337
4,737,704
The accompanying notes form an integral part of these financial statements.
55
17
8VI Holdings Limited and its Subsidiaries
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
Annual Report FY2022
CONSOLIDATED STATEMENT OF CASH FLOWS
For the financial year ended 31 March 2022
SOCF
Cash flows from operating activities
Profit before tax
Adjustments for:
Amortisation of development of software
Depreciation of property, plant and equipment
Property, plant and equipment written-off
Finance cost
Impairment of financial assets
Fair value loss/(gain) in financial assets at FVPL
Gain on disposal of property, plant and equipment
Interest income
Dividend income
Employee share plan expense
Rent concession
Unrealised exchange differences
Working capital changes in:
Trade and other receivables
Prepayment
Trade and other payables
Unearned revenue
Cash generated from operations
Interest received
Dividend received
Income tax paid
Net cash generated from operating activities
Cash flows from investing activities
Additions to property, plant and equipment
Additions to development of software
Changes in non-controlling interest
Investment in financial assets
Lease receivables
Placement of fixed deposits
Proceeds from disposal of property, plant and equipment
Net cash used in investing activities
Cash flows from financing activities
Proceeds from exercise of share options
Proceeds from bank borrowing
Repayment of bank borrowing
Repayment of loan to holding company
Principal payment of lease liabilities
Finance costs
Net cash used in financing activities
2022
S$
2021
S$
3,203,794
7,532,774
623,336
1,776,849
20,450
114,451
32,630
1,500,600
-
(96,401)
(97,720)
1,026,480
-
(28,364)
8,076,105
(1,930,336)
(84,710)
(425,211)
3,796,334
9,432,182
17,110
97,720
(957,114)
8,589,898
(1,821,277)
(1,258,287)
324,473
(7,206,251)
51,000
-
-
(9,910,342)
90,000
1,000,000
(268,831)
(448,998)
(962,325)
(114,451)
(704,605)
313,134
1,631,297
34,936
33,693
175,481
(209,138)
(1,710)
(37,504)
(9,581)
665,840
(65,191)
39,813
10,103,844
12,340
(382,068)
1,642,091
5,909,380
17,285,587
37,504
9,581
(579,129)
16,753,543
(469,283)
(673,096)
(3,239)
(2,987,688)
-
(100,000)
5,995
(4,227,311)
-
-
-
-
(1,219,403)
(33,693)
(1,253,096)
Net (decrease)/increase in cash and cash equivalents
Cash and cash equivalents at the beginning of financial year
Effect of currency translation on cash and cash equivalents
Cash and cash equivalents at the end of financial year (Note 10)
(2,025,049)
18,629,229
64,980
16,669,160
11,273,136
7,433,590
(77,497)
18,629,229
The accompanying notes form an integral part of these financial statements.
56
18
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2022
These notes form an integral part and should be read in conjunction with the accompanying financial
statements.
1.
Corporate information
1.1 General
8VI Holdings Limited (the “Company”) is a limited liability company incorporated and domiciled in
Singapore and is listed on the Australian Securities Exchange (ASX). The registered office and principal
place of business of the Company is located at 1557 Keppel Road, #01-01 Singapore 089066.
The principal activities of the Company are management consultancy services.
The immediate and ultimate holding company is 8I Holdings Limited, which is incorporated and domiciled
in Singapore and is listed on the Australian Securities Exchange (ASX).
The principal activities of the subsidiaries are disclosed in Note 6 to the financial statements.
2.
Summary of significant accounting policies
2.1
Basis of preparation
The consolidated financial statements of the Group and the statement of financial position and
statement of changes in equity of the Company have been prepared in accordance with Financial
Reporting Standards in Singapore (FRSs), under the historical cost convention, except as disclosed in the
accounting policies below.
The preparation of 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.
The financial statements are presented in Singapore Dollars (S$).
Interpretations and amendments to published standards effective in 2021
On 1 April 2021, 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 adoption of amendment to FRS 116 Leases: Covid-19-Related Rent
Concessions:
57
19
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2022
2.
Summary of significant accounting policies (continued)
2.1
Basis of preparation (continued)
Interpretations and amendments to published standards effective in 2021 (continued)
Amendments to FRS 116 Leases: Covid-19-Related Rent Concessions
The Group has 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 2022; 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, rent concessions of S$65,191 (Note 20) was included in “Government grants”
presented under “Other income” in the profit or loss during the prior year.
2.2
Revenue recognition
Revenue is measured based on the consideration to which the Group expects to be entitled in exchange
for transferring promised goods or services to a customer, excluding amounts collected on behalf of third
parties.
Revenue is recognised when the Group satisfies a performance obligation by transferring a promised
good or service to the customer, which is when the customer obtains control of the good or service. A
performance obligation may be satisfied at a point in time or over time. The amount of revenue
recognised is the amount allocated to the satisfied performance obligation.
(a) Rendering of services
The Group provides programme sales, events site rental income, digital production and advertising
income. Revenue is recognised when the services have been performed and rendered.
(b) Commission income
Commission income is recognised when the corresponding service is provided.
(c) Programme fees
The Group provides financial education and training services. Revenue is recognised when the
participants attended first day of training. The Group will record contractual liabilities for advance
payment made for the training.
(d) Interest income
Interest income is recognised using the effective interest method.
(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) Subscription income
Subscription income is recognised over the subscription period.
58
20
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2022
2.
Summary of significant accounting policies (continued)
2.3 Government grants
Grants from the government are recognised as a receivable at their fair value when there is reasonable
assurance that the grant will be received and the Group will comply with all the attached conditions.
Government grants received are recognised as income over the periods necessary to match them with
the related costs which they are intended to compensate, on a systematic basis. Government grants
relating to expenses are shown separately as other income.
2.4
Group accounting
(a) Subsidiaries
(i)
Consolidation
Subsidiaries are all entities (including structured entities) over which the Group has control.
The Group controls an entity when the Group is exposed to, or has rights to, variable returns
from its involvement with the entity and has the ability to affect those returns through its
power over the entity. Subsidiaries are fully consolidated from the date on which control is
transferred to the Group. They are deconsolidated from the date on that control ceases.
In preparing the consolidated financial statements, inter-companies transactions and balances
and unrealised gains on transactions between group entities are eliminated. Unrealised losses
are also eliminated unless the transaction provides evidence of an impairment indicator of the
transferred asset. Accounting policies of subsidiaries have been changed where necessary to
ensure consistency with the policies adopted by the Group.
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 shown separately in 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.
(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 interests issued by the
Group. The consideration transferred also includes any contingent consideration arrangement
and any pre-existing equity interest in the subsidiary measured at their fair values at the
acquisition date.
Acquisition-related costs are expensed as incurred.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business
combination are, with limited exceptions, measured initially at their fair values at the
acquisition date.
59
21
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2022
2.
Summary of significant accounting policies (continued)
2.4
Group accounting (continued)
(a) Subsidiaries (continued)
(ii)
Acquisitions (continued)
On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in
the acquiree at the date of acquisition either at fair value or at the non-controlling interest’s
proportionate share of the acquiree’s identifiable net assets.
The excess of (a) the consideration transferred, the amount of any non-controlling interest in
the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree
over the (b) fair value of the identifiable net assets acquired is recorded as goodwill. Please
refer to the Note 2.6(a) “Intangible assets – Goodwill on acquisitions” for the subsequent
accounting policy on goodwill.
(iii) Disposals
When a change in the Group’s ownership interest in a subsidiary result 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.
Please refer to the paragraph “Investments in subsidiaries and associated companies” for the
accounting policy on investments in subsidiaries in the separate financial statements of the
Company.
(b) Transactions with non-controlling interests
Changes in the Group’s ownership interest in a subsidiary that do not result in a loss of control over
the subsidiary are accounted for as transactions with equity owners of the Company. Any difference
between the change in the carrying amounts of the non-controlling interest and the fair value of the
consideration paid or received is recognised within equity attributable to the equity holders of the
Company.
(c) Associated companies
Associated companies are entities over which the Group has significant influence, but not control,
generally accompanied by a shareholding giving rise to voting rights of 20% and above but not
exceeding 50%.
Investments in associated companies is accounted for in the consolidated financial statements using
the equity method of accounting less impairment losses, if any.
60
22
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2022
2.
Summary of significant accounting policies (continued)
2.4 Group accounting (continued)
(c) Associated companies (continued)
(i)
Acquisitions
Investments in associated companies is initially 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
Under the equity method of accounting, 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 income. Dividends received or
receivable from 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.
Unrealised gains on transactions between the Group and its associated companies are
eliminated to the extent of the Group's interest in the associated companies. Unrealised losses
are also eliminated unless the transactions provide evidence of impairment of the assets
transferred. The accounting policies of associated companies is changed where necessary to
ensure consistency with the accounting policies adopted by the Group.
(iii)
Disposals
Investments in associated companies is derecognised when the Group loses significant
influence. If the retained equity interest in the former associated 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.
Please refer to the paragraph “Investments in subsidiaries and associated companies” for the
accounting policy on investments in associated companies and in the separate financial
statements of the Company.
61
23
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2022
2.
Summary of significant accounting policies (continued)
2.5
Property, plant and equipment
(a) Measurement
(i)
(ii)
Property, plant and equipment
Property, plant and equipment are initially recognised at cost and subsequently carried at cost
less accumulated depreciation and accumulated impairment losses. Dismantlement, removal
or restoration costs are included as part of the cost of property, plant and equipment if the
obligation for dismantlement, removal or restoration is incurred as a consequence of acquiring
or using the property, plant and equipment.
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.
(b) Depreciation
Depreciation of property, plant and equipment is calculated using the straight-line method to allocate
their depreciable amounts over their estimated useful lives as follows:
Office premises
Office equipment
Furniture and fittings
Motor vehicles
Useful lives
1 to 7 years
1 to 3 years
3 to 7 years
5 years
The residual values, estimated useful lives and depreciation method of property, plant and equipment
are reviewed, and adjusted as appropriate, at each reporting date. The effects of any revision are
recognised in profit or loss when the changes arise.
(c) Subsequent expenditure
Subsequent expenditure relating to property, plant and equipment that has already been recognised
is added to the carrying amount of the asset only when it is probable that future economic benefits
associated with the item will flow to the entity and the cost of the item can be measured reliably. All
other repair and maintenance expenses are recognised in profit or loss when incurred.
(d) Disposal
On disposal of an item of property, plant and equipment, the difference between the disposal
proceeds and its carrying amount is recognised in profit or loss within “other income and other loss”.
62
24
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2022
2.
Summary of significant accounting policies (continued)
2.6
Intangible assets
(a) Goodwill on acquisition
Goodwill on acquisitions of subsidiaries and businesses, represents the excess of (i) the sum of the
consideration transferred, the amount of any non-controlling interest in the acquiree and the
acquisition-date fair value of any previous equity interest in the acquiree over (ii) the fair value of the
identifiable net assets acquired. Goodwill on subsidiaries is recognised separately as intangible assets
and carried at cost less accumulated impairment losses.
Goodwill on acquisitions of associated companies represents the excess of the cost of the acquisition
over the Group’s share of the fair value of the identifiable net assets acquired. Goodwill on associated
companies is included in the carrying amount of the investments.
Gains and losses on the disposal of subsidiaries and associated companies include the carrying
amount of goodwill relating to the entity sold.
(b) Development of software
Research costs are recognised as an expense when incurred. Costs directly attributable to the
development of 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.
Following initial recognition of the development expenditure as an asset, the asset is carried at cost
less any accumulated amortisation and accumulated impairment losses. Amortisation of the asset
begins when development is complete and the asset is available for use. It has a finite useful life and
is amortised over the period of expected future benefit (2 years) on a straight-line basis. Amortisation
is recorded in cost of sales. During the period of development, the asset is tested for impairment
annually.
2.7
Investments in subsidiaries and associated companies
Investments in subsidiaries and associated companies are carried at cost less accumulated impairment
losses in the Company’s statement of financial position. On disposal of such investments, the difference
between disposal proceeds and the carrying amounts of the investments are recognised in profit or loss.
2.8
Impairment of non-financial assets
(a) Goodwill
Goodwill recognised separately as an intangible asset is tested for impairment annually and whenever
there is indication that the goodwill may be impaired.
For the purpose of impairment testing of goodwill, goodwill is allocated to each of the Group’s cash-
generating-units (“CGU”) expected to benefit from synergies arising from the business combination.
An impairment loss is recognised when the carrying amount of a CGU, including the goodwill, exceeds
the recoverable amount of the CGU. The recoverable amount of a CGU is the higher of the CGU’s fair
value less cost to sell and value-in-use.
63
25
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2022
2.
Summary of significant accounting policies (continued)
2.8
Impairment of non-financial assets (continued)
(a) Goodwill (continued)
The total impairment loss of a CGU is allocated first to reduce the carrying amount of goodwill
allocated to the CGU and then to the other assets of the CGU pro-rata on the basis of the carrying
amount of each asset in the CGU.
An impairment loss on goodwill is recognised as an expense and is not reversed in a subsequent
period.
(b) Intangible assets – Development of software
Property, plant and equipment
Right-of-use assets
Investments in subsidiaries and associated companies
Intangible assets, property, plant and equipment, right-of-use assets and investments in subsidiaries
and associated companies are tested for impairment whenever there is any objective evidence or
indication that these assets may be impaired.
For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less
cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not
generate cash inflows that are largely independent of those from other assets. If this is the case, the
recoverable amount is determined for the CGU to which the asset belongs.
If the recoverable amount of the asset (or CGU) is estimated to be less than its carrying amount, the
carrying amount of the asset (or CGU) is reduced to its recoverable amount.
The difference between the carrying amount and recoverable amount is recognised as an impairment
loss in profit or loss.
An impairment loss for an asset other than goodwill is reversed only if, there has been a change in
the estimates used to determine the asset’s recoverable amount since the last impairment loss was
recognised. The carrying amount of this asset is increased to its revised recoverable amount, provided
that this amount does not exceed the carrying amount that would have been determined (net of any
accumulated amortisation or depreciation) had no impairment loss been recognised for the asset in
prior years.
A reversal of impairment loss for an asset other than goodwill is recognised in profit or loss, unless
the asset is carried at revalued amount, in which case, such reversal is treated as a revaluation
increase. However, to the extent that an impairment loss on the same revalued asset was previously
recognised as an expense, a reversal of that impairment is also recognised in profit or loss.
64
26
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2022
2.
Summary of significant accounting policies (continued)
2.9
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.
At initial recognition
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a
financial asset not at fair value through profit or loss, transaction costs that are directly attributable
to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value
through profit or loss are expensed in profit or loss.
At subsequent measurement
(i)
Debt instruments
Debt instruments mainly comprise of cash and cash equivalents and trade and other
receivables.
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 for 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 income and other loss”.
Interest income from these financial assets is recognised using the effective interest rate
method and presented in “interest income”.
• 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 income and other loss”.
65
27
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2022
2.
Summary of significant accounting policies (continued)
2.9
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 income and other loss”,
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 recognised a loss allowance based on lifetime
ECLs at each reporting date. The Group has established a provision matrix that is based on its historical
credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic
environment which could affect debtors’ ability to pay.
For debt instruments at FVOCI, the Group applies the low credit risk simplification. At every reporting
date, the Group evaluates whether the debt instrument is considered to have low credit risk using all
reasonable and supportable information that is available without undue cost or effort. In making that
evaluation, the Company reassesses the internal credit rating of the debt instrument. In addition, the
Company considers that there has been a significant increase in credit risk when the contractual
payments are more than 90 days past due.
The Group considers a financial asset in default when contractual payments are 90 days past due.
However, in certain cases, the Group may also consider a financial asset to be default when 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.
66
28
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2022
2.
Summary of significant accounting policies (continued)
2.9
Financial assets (continued)
(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 and the Group has transferred substantially all risks and rewards of
ownership.
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.
On disposal of an equity investment, the difference between the carrying amount and sales proceed
is 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.
2.10 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.
2.11 Trade and other payables
Trade and other payables represent liabilities for goods and services provided to the Group prior to the
end of financial year which are unpaid. They are classified as current liabilities if payment is due within
one year or less (or in the normal operating cycle of the business if longer). Otherwise, they are presented
as noncurrent liabilities.
Trade and other payables are initially recognised at fair value, and subsequently carried at amortised cost
using the effective interest method.
67
29
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2022
2.
Summary of significant accounting policies (continued)
2.12 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.
2.13 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. Reassessment is only required when the terms and conditions
of the contract are changed.
• Right-of-use assets
The Group recognised a right-of-use asset and lease liability at the date which the underlying asset is
available for use. Right-of use assets are measured at cost which comprises the initial measurement
of lease liabilities adjusted for any lease payments made at or before the commencement date and
lease incentive received. Any initial direct costs that would not have been incurred if the lease had
not been obtained are added to the carrying amount of the right-of-use assets.
These right-of-use asset is subsequently depreciated using the straight-line method from the
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.
Right-of-use assets (except for those which meets the definition of an investment property) are
presented within “Property, plant and equipment”.
• Lease liabilities
The initial measurement of lease liability is measured at the present value of the lease payments
discounted using the implicit rate in the lease, if the rate can be readily determined. If that rate cannot
be readily determined, the Group shall use its incremental borrowing rate.
Lease payments include the following:
- Fixed payment (including in-substance fixed payments), less any lease incentives receivables;
- Variable lease payment that are based on an index or rate, initially measured using the index or rate
as at the commencement date;
- Amount expected to be payable under residual value guarantees;
- The exercise price of a purchase option if is reasonably certain to exercise the option; and
- Payment of penalties for terminating the lease, if the lease term reflects the Group exercising that
option.
68
30
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2022
2.
Summary of significant accounting policies (continued)
2.13 Leases (continued)
(a) When the Group is the lessee (continued)
• Lease liabilities (continued)
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.
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 interest method. Lease liability shall
be remeasured when:
- There is a change in future lease payments arising from changes in an index or rate;
- There is a changes in the Group’s assessment of whether it will exercise an extension option; or
- There are modification in the scope or the consideration of the lease that was not part of the original
term.
Lease liability is remeasured with a corresponding adjustment to the right-of-use asset, or is recorded
in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
• Short term and low value leases
The Group has elected to not recognised right-of-use assets and lease liabilities for short-term leases
that have lease terms of 12 months or less and leases of low value leases, except for sublease
arrangements. Lease payments relating to these leases are expensed to profit or loss on a straight-
line basis over the lease term.
• Adoption of amendment to FRS 116 Leases: Covid-19-Related Rent Concessions
The Company has applied the amendment to FRS 116 Leases: Covid-19-Related Rent Concessions.
The Company applies the practical expedient allowing it not to assess whether a rent concession
related to COVID-19 is a lease modification. The Company applies the practical expedient consistently
to contracts with similar characteristics and in similar circumstances. For rent concessions in leases
to which the Company chooses not to apply the practical expedient, or that do not qualify for the
practical expedient, the Company 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.
69
31
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2022
2.
Summary of significant accounting policies (continued)
2.13 Leases (continued)
(b) When the Group is the lessor (continued)
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.
2.14
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 situations in which applicable tax regulation is subject to interpretation. It
establishes provisions, where appropriate, on the basis of amounts expected to be paid to the tax
authorities.
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.
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.
70
32
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2022
2.
Summary of significant accounting policies (continued)
2.14
Income taxes (continued)
The Group accounts for investment tax credits (for example, productivity and innovative credit) similar
to accounting for other tax credits where deferred tax asset is recognised for unused tax credits to the
extent that it is probable that future taxable profit will be available against which the unused tax credit
can be utilised.
2.15 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.
2.16 Employee compensation
Employee benefits are recognised as an expense, unless the cost qualifies to be capitalised as an asset.
Defined contribution plans
Defined contribution plans are post-employment benefit plans under which the Group pays fixed
contributions into separate entities such as the Central Provident Fund on a mandatory, contractual or
voluntary basis. The Group has no further payment obligations once the contributions have been paid.
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 share option 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 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 share option 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 share option 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.
71
33
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2022
2.
Summary of significant accounting policies (continued)
2.17 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.
(b) Transactions and balances
Transactions in a currency other than the functional currency (“foreign currency”) are translated into
the functional currency using the exchange rates at the dates of the transactions. Currency exchange
differences resulting from the settlement of such transactions and from the translation of monetary
assets and liabilities denominated in foreign currencies at the closing rates at the reporting date are
recognised in profit or loss.
When a foreign operation is disposed of or any loan forming part if the net investment of the foreign
operation is repaid, a proportion share of the accumulated currency translation differences is
reclassified to profit or loss, as part of the gain or loss on disposal.
(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)
(iii)
assets and liabilities are translated at the closing exchange rates at the reporting date;
income and expenses are translated at average exchange rates (unless the average is not a
reasonable approximation of the cumulative effect of the rates prevailing on the transaction
dates, in which case income and expenses are translated using the exchange rates at the dates
of the transactions); and
all resulting currency translation differences are recognised in other comprehensive income
and 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.
2.18 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.
2.19 Cash and cash equivalents
For the purpose of presentation in the consolidated statement of cash flows, cash and cash equivalents
include cash at banks, cash on hand and deposits with financial institutions which are subject to an
insignificant risk of change in value.
72
34
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2022
2.
Summary of significant accounting policies (continued)
2.20 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.
2.21 Borrowing costs
All borrowing costs that are not directly attributable to the acquisition, construction or production of a
qualifying asset are recognised in profit or loss in the period in which they are incurred.
2.22 Borrowings
Borrowings are presented as current liabilities unless the Group has an unconditional right to defer
settlement for at least 12 months after the balance sheet date, in which case they are presented as non-
current liabilities.
Borrowings are initially recognised at fair value (net of transaction costs) and subsequently carried at
amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value
is recognised in profit or loss over the period of the borrowings using the effective interest method.
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.
3.1
Critical judgements in applying the entity’s accounting policies
(a)
Provision for expected credit losses of trade receivables
The Group uses a provision matrix to calculate ECLs for trade receivables. The provision rates are
based on days past due for groupings of various customer segments that have similar loss patterns.
The provision matrix is initially based on the Group’s historical observed default rates. The Group
will calibrate the matrix to adjust historical credit loss experience with forward-looking
information. At every reporting date, historical default rates are updated and changes in the
forward-looking estimates are analysed.
The assessment of the correlation between historical observed default rates, forecast economic
conditions and ECLs is a significant estimate. The amount of ECLs is sensitive to changes in
circumstances and of forecast economic conditions. The Group’s historical credit loss experience
and forecast of economic conditions may also not be representative of customer’s actual default
in the future. The information about the ECLs on the Group’s trade receivables is disclosed in Note
26(b).
The carrying amount of the Group’s trade receivables as at 31 March 2022 was S$786,994 (2021:
S$282,856).
73
35
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2022
3.
Critical accounting estimates, assumptions and judgements (continued)
3.1
Critical judgements in applying the entity’s accounting policies (continued)
(b)
Deferred tax assets
Deferred tax assets in respect of current and prior period accumulated tax losses are not (unless
related to overseas jurisdictions) recognised at balance sheet date as management has assessed
that it is not probable that sufficient taxable surplus will be available to allow all or part of the
deferred income tax asset to be utilised.
(c)
Useful lives of property, plant and equipment
The useful life of an item of property, plant and equipment is estimated at the time the asset is
acquired and is based on historical experience with similar assets and takes into account
anticipated technological or other changes. If changes occur more rapidly than anticipated or the
asset experiences unexpected level of wear and tear, the useful life will be adjusted accordingly.
The carrying amounts of the Group’s property, plant and equipment as at 31 March 2022 was
S$5,140,864 (2021: S$1,440,868).
(d)
Amortisation and useful lives of intangible assets
The Group estimates the useful lives to amortise intangible assets 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 intangible assets
are reviewed periodically, taking 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 intangible assets would increase the
recorded expenses and decrease the non-current assets.
The cost of intangible asset is amortised on a straight-line basis over the assets' useful lives.
Directors estimate the useful lives of these intangible assets to be 2 years.
(e)
Determination of lease term of contracts with extension options
As at 31 March 2022, the Group’s lease liabilities, which are measured with reference to an
estimate of the lease term, amounted to S$4,800,399 (2021: S$871,714), of which S$4,087,895
(2021: S$Nil) 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 2022, the Group included the extension option in the lease term for leases of
office premises as it is certain that the extension options will be exercised.
74
36
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2022
3.
Critical accounting estimates, assumptions and judgements (continued)
3.1
Critical judgements in applying the entity’s accounting policies (continued)
(f)
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 lease. The Group estimates the
incremental borrowing rate using observable inputs (such as market interest rates) when available
and is required to make certain entity-specific estimates.
(g)
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.
The fair value of financial instruments without an observable market price in an active market may
be determined using valuation techniques. The choice of valuation techniques and assumptions
that are based on market conditions requires significant judgement for investment in unquoted
equities.
Please refer to Note 26(e) for further details on fair valuation and fair value hierarchy of the
Group’s financial instruments measured at fair value.
75
37
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2022
4.
Property, plant and equipment
Group
Cost
At 1 April 2020
Additions
Disposals
Written off
Exchange differences
At 31 March 2021
Additions
Written off
Exchange differences
At 31 March 2022
Accumulated depreciation
At 1 April 2020
Depreciation
Disposals
Written off
Exchange differences
At 31 March 2021
Depreciation
Written off
Exchange differences
At 31 March 2022
Net carrying amount
At 31 March 2021
At 31 March 2022
Company
Cost
At 1 April 2020 and 31 March 2021
Additions
At 31 March 2022
Accumulated depreciation
At 1 April 2020 and 31 March 2021
Depreciation
At 31 March 2022
Net carrying amount
At 31 March 2021
At 31 March 2022
Furniture and
fittings
S$
Office
equipment
S$
Motor
vehicles
S$
Office
premises
S$
2,576,778
969,403
-
(2,189,602)
(7,424)
1,349,155
3,429,201
(1,127,069)
(1,126)
3,650,161
103,783
-
-
-
(2,257)
101,526
-
-
(627)
100,899
88,216
15,368
-
-
(2,058)
101,526
-
-
(627)
100,899
1,387,447
1,263,914
-
(2,165,814)
(4,399)
481,148
1,182,131
(1,127,069)
(3,852)
532,358
Total
S$
4,429,092
1,543,686
(5,998)
(2,466,062)
(76,518)
3,424,200
5,494,547
(1,844,203)
(5,916)
7,068,628
2,856,217
1,631,297
(1,713)
(2,431,126)
(71,343)
1,983,332
1,776,849
(1,823,753)
(8,664)
1,927,764
1,275,837
148,703
(1,471)
(264,308)
(36,269)
1,122,492
1,254,686
(645,563)
(2,656)
1,728,959
1,003,844
219,628
(204)
(254,114)
(35,110)
934,044
200,518
(644,137)
(2,752)
487,673
472,694
425,580
(4,527)
(12,152)
(30,568)
851,027
810,660
(71,571)
(1,507)
1,588,609
376,710
132,387
(1,509)
(11,198)
(29,776)
466,614
394,200
(52,547)
(1,433)
806,834
188,448
1,241,286
384,413
781,775
-
-
868,007
3,117,803
1,440,868
5,140,864
Furniture and
fittings
S$
Office premises
S$
Total
S$
-
225,900
225,900
-
8,068
8,068
-
286,918
286,918
-
10,247
10,247
-
512,818
512,818
-
18,315
18,315
-
-
-
217,832
276,671
494,503
76
38
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2022
4.
Property, plant and equipment (continued)
Right-of-use assets acquired under leasing arrangements are presented as “office premises”. Details of
such leased assets are disclosed in Note 17.
5.
Intangible assets
Compositions:
Goodwill (a)
Development of software (b)
(a) Goodwill
Cost
Beginning and end of financial year
(b) Development of software
Cost
Beginning of financial year
Additions
End of financial year
Accumulated amortisation
Beginning of financial year
Amortisation charged
End of financial year
Carrying amount
Group
2022
S$
9,305
1,425,352
1,434,657
2021
S$
9,305
790,401
799,706
9,305
9,305
1,201,502
1,258,287
2,459,789
411,101
623,336
1,034,437
528,406
673,096
1,201,502
97,967
313,134
411,101
1,425,352
790,401
(c) Amortisation expense included in the statement of comprehensive income is analysed as follows:
Administrative expenses
623,336
313,134
Group
2022
S$
2021
S$
77
39
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2022
6.
Investment in subsidiaries
Shares, at cost
Addition of investments
Less: Allowance for impairment losses
a)
Composition of the Group
The Group has the following subsidiaries as at 31 March 2022 and 2021:
Company
2022
S$
2021
S$
29,418,798
600,000
(26,850,405)
3,168,393
29,418,798
-
(26,850,405)
2,568,393
Name
Principal activities
Country of
business/
incorporation
Proportion
of ordinary
shares
directly held
by parent
2022
%
2021
%
Proportion
of ordinary
shares held
by the Group
2021
2022
%
%
Proportion
of ordinary
shares held
by non-
controlling
interests
2022
%
2021
%
Held by the Company:
8VI Global Pte. Ltd. (a)
Conducting business courses
Singapore
100
100
100
100
-
-
8Bit Global Pte. Ltd. (a)
Computer programming and
Singapore
51
51
51
51
49
49
data processing and hosting
Valiant Wealth Advisory Singapore Pte.
Advisory services
Singapore
50
-
50
-
50
-
Ltd. (Formerly known as 8VI FIN
Singapore Pte. Ltd.) (a)
Held through 8VI Global Pte. Ltd
8VI Malaysia Sdn. Bhd. (b)
8VI Taiwan Co., Ltd (e)
Seminar and programmes
organiser
Malaysia
Seminar and programmes
organiser
Taiwan
8VIC (Thailand) Company Limited (e)
Dormant
8VI China Pte. Ltd. (a)
Business management
consultancy
8VIC Singapore Pte. Ltd. (e)
Struck off
Value Investing College Pte. Ltd. (e)
Dormant
Held through 8VI Malaysia Sdn. Bhd.
8VIC JooY Media Sdn. Bhd. (c)
Agency and media
8VI FIN Malaysia Sdn. Bhd. (d)
Advisory services
Thailand
Singapore
Singapore
Singapore
Malaysia
Malaysia
Held through 8VI China Pte. Ltd.
8VI China (Shanghai) Co. Ltd (e)
信益安（上海）实业有限公司
Business and management
consultancy services
People’s
Republic of
China
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
100
100
-
-
70
70
30
30
91
65
91
65
9
9
35
35
-
100
100
100
100
70
-
-
-
-
-
30
70
-
30
-
65
65
35
35
40
78
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2022
6.
Investment in subsidiaries (continued)
a)
Composition of the Group (continued)
Name
Principal activities
Held through 8VI China (Shanghai) Co.
Ltd.
Shanghai Ba Tou Culture Media
Co. Ltd (e)
上海巴投文化传媒有限公司
Struck off
(a) Audited by Group auditor, KLP LLP
(b) Audited by Crowe Malaysia PLT
(c)
Audited by CWC & ENG PLT
(d) Audited by PT Wong & Co
(e) No statutory audit required
Proportion
of ordinary
shares
directly held
by parent
2022
%
2021
%
Proportion
of ordinary
shares held
by the Group
2021
2022
%
%
Proportion
of ordinary
shares held
by non-
controlling
interests
2022
%
2021
%
-
-
-
65
-
65
Country of
business/
incorporation
People’s
Republic of
China
Capital and financial requirements
There are capital and financial requirements imposed on 8BIT Global Pte. Ltd. (“8BIT”) by Monetary Authority
of Singapore (MAS) as a licensed financial advisor.
(i) 8BIT is required to meet a minimum base capital of S$250,000, by the sum of:
1) paid-up ordinary share capital;
2) paid-up irredeemable and non-cumulative preference share capital; and
3) any unappropriated profit or loss in the latest audited accounts of 8BIT, less any interim loss in the
latest accounts and any dividend that has been declared since the latest audited accounts.
(ii) 8BIT is also required to maintain minimum financial requirements at the higher of S$150,000 paid-up capital
or one quarter of relevant annual expenditure of the immediately preceding financing year.
(iii) 8BIT is also required to maintain continuing financial requirements, net asset value of not less than:
1) One-quarter of its relevant annual expenditure of the immediately preceding financial year; or
2) Three-quarters of the minimum paid-up capital required;
whichever is higher.
Significant restrictions
Cash and short-term deposits of S$126,489 (2021: S$297,811) are held in the People’s Republic of China and are
subject to local exchange control regulations. These local exchange control regulations provide for restrictions
on exporting capital from the country, other than through normal dividends.
b)
Interest in subsidiaries with material non-controlling interest (NCI)
The Group has the following subsidiary that has NCI that are material to the Group.
Principal
place of
business
Proportion of
ownership interest
held by non-
controlling interest
Name
8Bit Global Pte. Ltd.
Singapore
49%
41
79
Profit allocated
to NCI during the
reporting period
S$
1,630,120
Accumulated NCI
at the end of
reporting period
S$
2,713,085
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2022
6.
c)
Investment in subsidiaries (continued)
Summarised financial information of subsidiary with material NCI
Summarised financial information including goodwill on acquisition and consolidation adjustments but
before intercompany eliminations of subsidiaries with material non-controlling interests, from date of
acquisition, are as follows:
Summarised statement of financial position
Current
Assets
Liabilities
Net current assets
Net assets
Summarised statement of comprehensive income
Revenue
Profit before tax
Income tax expense
Total comprehensive income for the year
Summarised statement of cash flows
Subsidiary with material NCI
2022
S$
7,139,687
(3,606,858)
3,532,829
5,536,909
2021
S$
4,879,223
(3,497,263)
1,381,960
2,210,133
6,361,228
3,326,776
-
3,326,776
4,204,782
1,779,815
-
1,817,587
Net cash flows generated from operating activities
Net cash flows used in investing activities
Net cash flows used in financing activities
3,036,639
(1,706,617)
(36,000)
3,980,536
(673,036)
-
7.
Investment in associated company
Group
2022
S$
2021
S$
Investment in associated company, at carrying amount
-
-
Set out below is the associated company of the Group as at 31 March 2022, which, in the opinion of the
directors, is immaterial to the Group. The associated company as listed below have share capital
consisting solely of ordinary shares, which is held directly by the Group; the country of incorporation is
also its principal place of business.
Name of entity
Held through 8VI Global Pte. Ltd.
Learnpod Pte. Ltd.
Place of business/
country of
incorporation
% of ownership
interest
2022
2021
Singapore
30.0%
30.0%
42
80
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2022
8.
Financial assets at FVPL and at FVOCI
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. 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.
Current – financial assets, at FVPL
Quoted equity securities
Non-current – financial assets, at FVOCI
Quoted equity securities
Unquoted equity securities
Group
2022
S$
2021
S$
Company
2022
S$
2021
S$
9,288,608
3,600,947
-
-
6,976
34,190
41,166
7,421
-
7,421
-
-
-
-
-
-
9,329,774
3,608,368
-
-
9.
Trade and other receivables
Current:
Trade receivables
- third parties
Less: Allowance for credit losses
(Note 26(b))
Trade receivables (net)
Other receivables
Amount due from subsidiaries
Amount due from holding
company
Amount due from related
companies
Deposits
GST receivables
Lease receivables (Note 17 (ii))
Group
2022
S$
2021
S$
Company
2022
S$
2021
S$
878,369
387,505
(104,649)
282,856
-
-
-
(91,375)
786,994
932,259
-
180,000
179,767
982,331
14,081
171,498
3,246,930
121,453
-
50,000
1,640,105
-
-
-
1,082,955
6,279
-
1,493,543
-
-
-
-
1,690,105
-
-
-
2,760
-
-
-
-
-
-
2,760
Non-current:
Lease receivables (Note 17 (ii))
1,249,731
-
-
-
Total
4,496,661
1,493,543
1,690,105
2,760
Trade receivables are unsecured, non-interest bearing and are generally on 7 to 30 days terms (2021: 7
to 30 days).
81
43
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2022
9.
Trade and other receivables (continued)
Included in current deposits are bankers’ guarantee of S$426,500 (2021: S$426,000) as required by Global
Payments Asia Pacific (Hong Kong Holding) Limited and Green World FinTech Service Co., Ltd. in order to
provide services in accordance to the merchant agreements.
Related party balances
Amount due from subsidiaries, holding company and related companies are non-trade, unsecured,
interest-free and with no fixed terms of repayment.
10.
Cash and cash equivalents
Cash on hand
Cash at banks
Short-term bank deposits
Fixed deposits
Group
Company
2022
S$
2021
S$
8,256
13,894,963
2,765,941
100,000
16,769,160
32,945
15,971,196
2,625,088
100,000
18,729,229
2022
S$
-
311,871
-
-
311,871
2021
S$
-
1,574,600
-
-
1,574,600
Cash at banks earn interest at floating rates based on daily bank deposit rates. Short-term bank deposits
have maturity of one to three months (2021: one to three months) and have a weighted average effective
interest rates of 0% (2021: 1.52%) per annum for the Group. Fixed deposits have maturity of more than
three months and bear interest rate of 0% (2021: 0.15%).
For the purpose of presenting the consolidated statement of cash flows, cash and cash equivalents
comprise the following:
Group
2022
S$
2021
S$
Cash and bank balances (as above)
Less: Fixed deposits
Cash and cash equivalents per consolidated statement of cash flows
16,769,160
(100,000)
16,669,160
18,729,229
(100,000)
18,629,229
11.
Share capital
2022
2021
No. of shares(1)
S$
No. of shares(1)
S$
Group
Issued and fully paid ordinary shares
At beginning of financial year
Issuance of shares under Employee
Securities Incentive Plan
At end of financial year
41,374,426
13,282,193
40,545,626
12,895,103
1,007,000
42,381,426
457,248
13,739,441
828,800
41,374,426
387,090
13,282,193
82
44
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2022
11.
Share capital (continued)
Company
Issued and fully paid ordinary shares
At beginning of financial year
Issuance of shares under Employee
2022
2021
No. of shares(1)
S$
No. of shares(1)
S$
41,374,426
77,810,264
40,545,626
77,423,174
Securities Incentive Plan
At end of financial year
1,007,000
42,381,426
457,248
78,267,512
828,800
41,374,426
387,090
77,810,264
The holders of ordinary shares are entitled to receive dividends as and when declared by the Company.
All ordinary shares carry one vote per share without restrictions. The ordinary shares have no par value.
(1) The equity structure (i.e. the number and types of equity instruments issued) reflect the equity
structure of the Company, being the legal parent, including the equity instruments issued by the
Company to effect the reverse acquisition.
12.
Foreign currency translation reserve
The foreign currency translation reserve represents exchange differences arising from the translation of
the financial statements of foreign operations whose functional currencies are different from that of the
Group’s presentation currency.
13.
Employee securities plan reserve
Movement:
Beginning of financial year
Value of employee services (Note 22)
Performance rights exercised
End of financial year
Group and Company
2022
S$
2021
S$
278,750
1,026,480
(333,391)
971,839
-
613,958
(335,208)
278,750
The Company’s Employee Securities Incentive Plan (“Share Plan”) for key directors and employees of the
Group was approved by members of the Company as 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 the Company.
Under the Share Plan, the 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 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.
In the previous financial year, pursuant to the Company’s members’ approval at its annual general
meeting on 23 July 2020, the Company granted its directors options to subscribe for 2,000,000 ordinary
shares at exercise price of AUD 0.45 per share (“Options”) and performance rights to be converted into
2,600,000 ordinary shares upon meeting the vesting conditions (“Performance Rights”).
83
45
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2022
13.
Employee securities plan reserve (continued)
The Options are exercisable from 21 August 2020 and expire on 30 June 2025. 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 the Company as at the relevant vesting determination dates specified
in the table below; and
- The relevant volume weighted average price (VWAP) of the Company’s shares traded on ASX over
any 20-day period exceeds the prices specified in the table below.
Performance Rights granted
Vesting conditions
Performance
Rights
Number
Effective
grant date
Fair value
per right
at
effective
grant date
(AUD)
Earliest vesting
determination
date
VWAP
Share Price
condition
(AUD)
Class A
Class B
Class C
Class D
Class E
Class F
400,000 23 Jul 2020
400,000 23 Jul 2020
400,000 23 Jul 2020
400,000 23 Jul 2020
500,000 23 Jul 2020
500,000 23 Jul 2020
0.4675
0.3813
0.4037
0.2016
0.2570
0.1389
21 Aug 2020
21 Aug 2020
01 Apr 2021
01 Apr 2021
01 Apr 2022
01 Apr 2022
0.45
0.60
0.70
2.00
2.30
5.00
Expiry Date
30 Apr 2021
30 Apr 2021
30 Apr 2022
30 Apr 2022
30 Apr 2023
30 Apr 2023
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).
Movements in the number of unissued ordinary shares of the Company under the Share Plan and their
exercise prices are as follows:
No. of unissued ordinary shares of the Company
under Share Plan
Exercised
during the
financial
year
Granted
during the
financial
year
Beginning
of
financial
year
End of
financial
year
Exercise
price
Exercise period
Performance
Rights:
- Class C
- Class D
- Class E
- Class F
Options
400,000
400,000
500,000
500,000
2,000,000
3,800,000
-
-
-
-
-
-
-
-
500,000
500,000
(400,000)
(400,000)
-
-
01.04.2021-30.04.2022
-
01.04.2021-30.04.2022
-
01.04.2022-30.04.2023
-
01.04.2022-30.04.2023
-
(200,000) 1,800,000 AUD 0.45 21.08.2020-30.06.2025
(1,000,000) 2,800,000
During the financial year, the vesting conditions of the Class C and Class D Performance Rights and
Options were satisfied and both classes of Performance Rights and Options were exercised. 800,000
ordinary shares of the Company were issued to the holders of Class C and Class D Performance Rights,
and 200,000 ordinary shares were issued to holders of the Options.
84
46
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2022
14. Other reserves
Other reserves comprise of premium paid on acquisition of 49% non-controlling interest in 8VIC
Singapore Pte. Ltd. during the financial year ended 31 March 2017.
15.
Trade and other payables
Group
Company
2022
S$
2021
S$
2022
S$
2021
S$
Trade payables
- third parties
Other payables
Accruals
Amount due to related companies
Amount due to subsidiary
GST payable
1,188,500
179,859
964,672
-
-
116,803
2,449,834
474,973
213,394
2,105,504
392,627
-
260,353
3,446,851
36
-
55,235
-
581,851
25,603
662,725
5,545
-
196,341
-
-
39,060
240,946
Trade payables are non-interest bearing and are generally payable based on agreed terms between the
parties.
Amount due to related companies and subsidiary are non-trade, unsecured, interest-free and with no
fixed terms of repayment.
16. Unearned revenue
Advances from customers:
- Current
- Non-current
Group
2022
S$
13,301,650
249,866
13,551,516
2021
S$
9,521,393
233,789
9,755,182
Company
2022
S$
2021
S$
-
-
-
-
-
-
Advances from customers represent amount received from customers but not yet recognised to the profit
or loss as service has yet to be rendered as at reporting date.
85
47
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2022
17.
Lease liabilities and borrowings
Current
Lease liabilities (i)
Bank borrowing (iii)
Non-current
Lease liabilities (i)
Bank borrowing (iii)
Group
2022
S$
712,504
337,462
1,049,966
4,087,895
393,707
4,481,602
2021
S$
798,089
-
798,089
73,625
-
73,625
Company
2022
S$
2021
S$
30,523
-
30,523
249,416
-
249,416
Total
5,531,568
871,714
279,939
(i)
Lease liabilities - The Group as a lessee
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 2022
S$
31 March 2021
S$
Office premises
3,117,803
868,007
2022
S$
2021
S$
(b) Depreciation charged during the financial year
Office premises
1,182,131
1,263,914
(c)
(d)
(e)
(f)
Interest expense
Interest expense on lease liabilities
92,379
33,693
The lease expense not capitalised in lease liabilities from low value leases was S$11,996
(2021: S$3,293).
Total income from subleasing ROU assets in the financial year 2022 was S$Nil (2021: S$60,632).
Total net cash outflow for all the office leases in the financial 2022 was S$1,066,700 (2021:
S$1,256,389).
(g)
Addition of ROU assets during the financial year 2022 was S$4,891,146 (2021: S$969,403).
48
86
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2022
17.
Lease liabilities and borrowings (continued)
(i)
Lease liabilities - The Group as a lessee (continued)
(h)
Reconciliation of lease liabilities arising from financing activities:
Beginning of financial year
Principal and interest payments
Non-cash changes
- Addition during the year
- Rent concession
- Interest expense
- Written off
- Foreign exchange movement
End of financial year
2022
S$
2021
S$
871,714
(1,054,704)
1,214,512
(1,253,096)
4,891,146
-
92,379
-
(136)
4,800,399
969,403
(65,191)
33,693
(23,788)
(3,819)
871,714
(ii)
Lease liabilities – the Group as a lessor
Nature of the Group’s leasing activities – Group as an intermediate lessor
Subleases – classified as finance leases
During the financial year, the Group acts as an intermediate lessor under arrangement in which it
subleases out office space to a related companies for monthly lease payments. The sublease periods
form a major part of the remaining lease terms under the head leases and accordingly, the sub-leases
are classified as finance leases.
Interest income from subleasing the office space recognised during the financial year 2022 was S$10,284
(2021: S$Nil).
The following table sets out a maturity analysis of lease receivables, showing undiscounted lease
payments to be received after the balance sheet date.
Less than one year
One to two years
Two to three years
Three to four years
Four to five years
More than five years
Total undiscounted lease receivables
Unearned finance income
Net investment in the lease
(iii)
Bank borrowing
Current
Non-current
Total
2022
S$
209,700
228,900
235,200
236,100
238,800
417,900
1,566,600
(145,371)
1,421,229
2022
S$
337,462
393,707
731,169
2021
S$
-
-
-
49
87
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2022
17.
Lease liabilities and borrowings (continued)
(iii)
Bank borrowing (continued)
The bank borrowing bears interest at 3% per annum, with a monthly repayment of S$29,082 and is
guaranteed by 8VI Holdings Limited.
The Group is bound by the following bank borrowing covenant in form and substance satisfactory to the
bank:
The Group shall at all times maintain a gearing ratio of not more than 2.50 times. Gearing ratio is defined
as the aggregate bank borrowings and obligations under finance leases divided by tangible net worth.
As at 31 March 2022 and as at the date of these financial statements, the Group has complied with the
above bank convenant.
The fair value of non-current bank borrowing approximates to the carrying amount as at reporting date.
There is no further undrawn borrowing facilities at the reporting date.
Reconciliation of bank borrowing arising from financing activities.
Beginning of financial year
Principal and interest payments
Processed from bank borrowing
Non-cash changes:
- Finance costs
End of financial year
18.
Deferred income taxes
Group and Company
2022
S$
2021
S$
-
(290,903)
1,000,000
22,072
731,169
-
-
-
-
-
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 taxation authority.
The amounts, determined after appropriate offsetting, are shown on the balance sheet as follows:
Group
2022
S$
2021
S$
Company
2022
S$
2021
S$
Deferred tax assets:
- Accelerated tax depreciation
- Unearned revenue
Deferred tax liabilities:
- Accelerated tax depreciation
- Trade receivables
55,262
838,442
893,704
(4,000)
(125,302)
(129,302)
2,321
294,034
296,355
(4,000)
-
(4,000)
Net deferred tax assets:
764,402
292,355
-
-
-
-
-
-
-
-
-
-
-
-
-
-
88
50
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2022
18.
Deferred income taxes (continued)
The movement in net deferred income tax (assets)/liabilities is as follows:
Group
2022
S$
2021
S$
Company
2022
S$
2021
S$
Beginning of financial year
Tax credited to profit or loss
(Note 23)
Currency translation differences
End of financial year
(292,355)
(260,331)
(473,643)
1,596
(764,402)
(37,772)
5,748
(292,355)
-
-
-
-
-
-
-
-
The Group has unrecognised tax losses of S$100,526 (2021: S$Nil) and capital allowances of S$538,346
(2021: S$Nil) at the balance sheet 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 tax
losses and capital allowances have no expiry date.
19.
Revenue
Type of goods or services
Subscription income
Programme fees
Commission income
Rendering of services
Timing of transfer of goods or services
At a point of time
Over time
Group
2022
S$
8,735,767
22,380,607
224,971
11,796
31,353,141
2021
S$
5,212,642
20,385,924
277,138
84,957
25,960,661
22,617,374
8,735,767
31,353,141
20,740,794
5,219,867
25,960,661
89
51
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2022
20. Other income & other loss
Other income:
Dividend income
Fair value gain on financial assets at FVPL
Gain on disposal of property, plant and equipment
Interest income
Government grants
Rental income
Foreign exchange differences (net)
Legal compensation
Miscellaneous income
Group
2022
S$
97,720
-
-
96,401
280,142
-
31,577
1,111,870
10,594
1,628,304
2021
S$
9,581
209,138
1,710
37,504
698,537
60,632
-
-
37,330
1,054,432
Other loss:
Fair value loss on financial assets at FVPL
(1,500,600)
-
Included within Government grants are COVID-19 related rent concessions received from lessors of
S$65,191 in the prior year to which the Group applied the practical expedient as disclosed in Note 2.1.
Included in the legal compensation is a final settlement from sought legal compensation by the Group
amounting to S$540,338 received during the financial year. There are no existing or future claims arising
from the final settlement.
90
52
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2022
21.
Profit before tax
The following items have been included in arriving at profit before tax:
Agency cost
Amortisation of development of software (Note 5)
Audit fee:
- Auditors of the Company
- Other auditors
Branding expenses
Corporate expenses
Depreciation of property, plant and equipment (Note 4)
Foreign exchange differences (net)
Impairment of financial assets
IT expenses
Marketing expenses
Merchant charges
Office expenses
Other COS
Professional fees
Programme costs
Property, plant and equipment written-off
Speakers’ fees
Software expenses
Travelling expenses
Withholding tax expense
Employee benefits expense (Note 22)
22.
Employee benefits expense
Employee benefits expenses (including directors)
Salaries, fees and bonus
CPF Contributions
Employee Securities Share Plan (Note 13)
Commissions and other benefits
Group
2022
S$
-
623,336
80,822
25,507
867,700
330,726
1,776,849
-
32,630
544,641
9,209,157
1,375,685
261,071
226,822
550,525
502,805
20,450
924,825
675,644
334,280
409,882
7,816,021
2021
S$
10,967
313,134
44,525
17,382
106,809
-
1,631,297
125,750
175,481
235,979
5,296,683
1,228,428
174,828
88,501
351,679
263,106
34,936
1,038,894
438,240
298,543
121,831
6,695,816
Group
2022
S$
4,674,038
590,651
1,026,480
1,524,852
7,816,021
2021
S$
3,672,143
509,002
665,840
1,848,831
6,695,816
91
53
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2022
23.
Income tax (credit)/expense
The major components of income tax expenses recognised in profit or loss for the years ended 31 March
2022 and 2021 were:
Current income tax:
Current year
(Over)/Under provision in respect of prior years
Deferred income tax:
Current year (Note 18)
Group
2022
S$
103,560
(9,957)
93,603
2021
S$
1,046,198
28,743
1,074,941
(473,643)
(37,772)
Income tax (credit)/expense recognised in profit or loss
(380,040)
1,037,169
Relationship between tax (credit)/expense and accounting profit
A reconciliation between tax (credit)/expense and the product of accounting profit multiplied by the
applicable corporate tax rate for the financial years ended 31 March 2022 and 2021 were as follows:
Group
2022
S$
2021
S$
Profit before tax
3,203,794
7,532,774
Income tax using the statutory tax rate of 17% (2021: 17%)
544,645
1,280,572
Tax effects of:
Non-deductible expenses
Income not subject to taxation
Tax exemptions
Deferred tax assets recognised
Deferred tax assets not recognised
Utilisation of previously unrecognised deferred tax assets
Utilisation of group relief
Effect of tax rates in foreign jurisdictions
(Over)/Under provision in respect of prior years
Income tax (credit)/expense recognised in profit or loss
233,027
(437,032)
(365,064)
(473,643)
327,174
(180,429)
-
(18,761)
(9,957)
(380,040)
501,834
(118,737)
(102,500)
(37,772)
6,592
(571,377)
(107,215)
157,029
28,743
1,037,169
The above reconciliation is prepared by aggregating separate reconciliations for each national jurisdiction.
92
54
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2022
23.
Income tax (credit)/expense (continued)
Movement in current income tax (assets)/liabilities:
Group
2022
S$
2021
S$
Company
2022
S$
2021
S$
Beginning of financial year
Income tax paid
Tax expense
(Over)/Under provision in respect of prior years
Currency translation differences
End of financial year
518,223
(957,114)
103,560
(9,957)
(1,999)
(347,287)
24,190
(579,129)
1,046,198
28,743
(1,779)
518,223
-
-
-
-
-
-
-
-
-
-
-
-
24.
Earnings per share
(a) Basic earnings per share
The basic and diluted earnings per share are calculated by dividing profit net of tax by the weighted
average number of ordinary shares during the financial period.
The following table reflect the profit and share data used in the computation of basic and diluted
earnings per share for the year ended 31 March 2022 and 2021:
Group
2022
2021
Net profit attributable to owners of the Company (S$)
1,985,400
5,861,405
Weighted average number of ordinary shares outstanding for basic
earnings per share
42,201,245
40,867,766
Basic earnings per share (S$ cents per share)
4.70
14.34
(b) Diluted earnings per share
For the purpose of calculating diluted earnings per share, profit attributable to owners of the
Company and the weighted average number of ordinary shares outstanding are adjusted for the
effects of all dilutive potential ordinary shares. The Company has one category of dilutive potential
ordinary shares: Performance rights and share options.
The weighted average number of shares on issue has been adjusted as if all dilutive share options
were exercised. No adjustment is made to the net profit.
93
55
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2022
24.
Earnings per share (continued)
(b) Diluted earnings per share (continued)
Group
2022
2021
Net profit attributable to equity holders of the Company (S$)
1,985,400
5,861,405
Weighted average number of ordinary shares outstanding for basic
earnings per share
Adjusted for share options & performance shares
42,201,245
2,866,389
45,067,634
40,867,766
1,402,449
42,270,215
Diluted earnings per share (S$ cents per share)
4.41
13.87
25.
Significant related party transactions
In addition to the related party information disclosed elsewhere in the financial statements, the following
transactions with related parties took place at terms agreed between the parties during the financial
year:
Group
2022
S$
177,000
(337,000)
(355,000)
Group
2022
S$
1,846,947
102,809
1,026,480
2,976,236
2021
S$
221,283
(234,000)
(224,000)
2021
S$
1,485,465
67,097
613,958
2,166,520
Cost of lease sharing charged to related parties
Admin handling expenses charged by related parties
Consultancy expense charged by related parties
Compensation of key management personnel
Salaries, fees and bonus
CPF Contributions
Employee Securities Share Plan
26.
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.
94
56
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2022
26.
Financial risk management (continued)
(a) Market risk
(i) Currency risk
The Group operates in Asia with dominant operations in Singapore and Malaysia. 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 Malaysian Ringgit (“MYR”), Australian Dollar (“AUD”), United States Dollar
(“USD”), Chinese Renminbi (“RMB”), New Taiwan Dollar (“NTD”) and Hong Kong Dollar (“HKD”).
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,
Taiwan 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:
At 31 March 2022
Financial assets
Cash and cash equivalents
Trade and other receivables
Financial assets, at FVPL
Financial assets, at FVOCI
Financial liabilities
Trade and other payables
Borrowings
MYR
S$
USD
S$
AUD
S$
NTD
S$
RMB
S$
4,256,131
97,840
189,362
6,976
4,550,309
2,063,620
-
8,971,721
34,190
11,069,531
108,066
-
39,956
-
148,022
853,026
1,818,097
-
-
2,671,123
126,489
-
-
-
126,489
(534,451)
(61,541)
(595,992)
(40,662)
-
(40,662)
(12,388)
-
(12,388)
(272,070)
(67,253)
(339,323)
(4,918)
-
(4,918)
Net financial assets
3,954,317
11,028,869
135,634
2,331,800
121,571
Currency exposure of financial
assets/(liabilities) net of
those denominated in the
respective entities’
functional currencies
34,190
10,994,679
135,634
18,940
(4,338)
95
57
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2022
26.
Financial risk management (continued)
(a) Market risk (continued)
(i) Currency risk (continued)
At 31 March 2021
Financial assets
Cash and cash equivalents
Trade and other receivables
Financial assets, at FVPL
Financial assets, at FVOCI
Financial liabilities
Trade and other payables
Lease liabilities
MYR
S$
USD
S$
AUD
S$
NTD
S$
RMB
S$
HKD
S$
6,627,759
103,533
187,544
7,421
6,926,257
327,790
-
3,250,055
-
3,577,845
11,839
-
27,213
-
39,052
328,136
708,957
-
-
1,037,093
297,811
462
-
-
298,273
-
-
49,135
-
49,135
(865,659)
(97,946)
(963,605)
-
-
-
(4,689)
-
(4,689)
(76,872)
(199,161)
(276,033)
-
-
-
-
-
-
Net financial assets
5,962,652
3,577,845
34,363
761,060
298,273
49,135
Currency exposure of
financial assets/
(liabilities) net of those
denominated in the
respective entities’
functional currencies
(76) 3,577,845
34,363
17,975
-
49,135
The Company’s currency exposure based on the information provided to key management is as
follows:
At 31 March 2022
Financial assets
Cash and cash equivalents
Financial liabilities
Trade and other payables
Net financial assets
Currency exposure of financial assets net of those
denominated in the respective entities’ functional currencies
At 31 March 2021
Financial assets
Cash and cash equivalents
Financial liabilities
Trade and other payables
Net financial assets
USD
S$
AUD
S$
3,245
108,066
-
(36)
3,245
108,030
3,245
108,030
30,330
11,839
-
(4,689)
30,330
7,150
Currency exposure of financial assets net of those
denominated in the respective entities’ functional currencies
30,330
7,150
96
58
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2022
26.
Financial risk management (continued)
(a) Market risk (continued)
(i) Currency risk (continued)
If the AUD, USD, NTD, RMB and HKD change against the SGD by 1% (2021: 17%), 1% (2021: 5%),
1% (2021: 2%), 4% (2021: 2%), 1% (2021: 7%) respectively with all other variables including tax
rate being held constant, the effects arising from the net financial asset that are exposed to
currency risk will be as follows:
Increase / (Decrease)
Group
Profit after tax
2022
S$
2021
S$
Company
Loss after tax
2022
S$
2021
S$
1,126
(1,126)
4,849
(4,849)
(897)
897
(1,009)
1,009
91,256
(91,256)
148,481
(148,481)
(27)
27
(1,259)
1,259
157
(157)
(144)
144
298
(298)
-
-
-
-
2,855
(2,855)
-
-
-
-
-
-
-
-
-
-
-
-
AUD against SGD
- Strengthened
- Weakened
USD against SGD
- Strengthened
- Weakened
NTD against SGD
- Strengthened
- Weakened
RMB against SGD
- Strengthened
- Weakened
HKD against SGD
- Strengthened
- Weakened
(ii) Price risk
The Group is exposed to equity securities price risk arising from the investments held by the Group
which are classified either as financial assets, at FVPL or FVOCI. These securities are listed in
Singapore, Malaysia, the United States of America, Australia and Hong Kong. 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 Singapore, Malaysia, the United States of America, Australia
and Hong Kong had changed by 11% (2021: 49%), 11% (2021: 49%), 13% (2021: 69%), 11% (2021:
49%) and 33% (2021: 49%) respectively with all other variables including tax rate being held
constant, the effects on profit after tax and other comprehensive income would have been:
97
59
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2022
26.
Financial risk management (continued)
(a) Market risk (continued)
(ii) Price risk (continued)
Increase / (Decrease)
Profit after tax
2022
2021
Profit after
tax
S$
Other
comprehensive
income
S$
Profit after
tax
S$
Other
comprehensive
income
S$
7,925
(7,925)
-
-
35,383
(35,383)
-
-
17,289
(17,289)
637
(637)
76,274
(76,274)
3,018
(3,018)
Group
Listed in Singapore
- increased by
- decreased by
Listed in Malaysia
- increased by
- decreased by
Listed in the United States
- increased by
- decreased by
968,049
(968,049)
Listed in Australia
- increased by
- decreased by
Listed in Hong Kong
- increased by
- decreased by
(b) Credit risk
3,648
(3,648)
211
(211)
-
-
-
-
-
-
1,861,306
(1,861,036)
11,068
(11,068)
19,983
(19,983)
-
-
-
-
-
-
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.
98
60
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2022
26.
Financial risk management (continued)
(b) Credit risk (continued)
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.
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
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.
Basis for
recognition of
expected credit loss
provision
12-month expected
credit losses
Lifetime expected
credit losses
Lifetime expected
credit losses
Asset is written off
Movements in credit loss allowance for trade receivables are set out as follows:
Balance at beginning of year
Reversal for the year
Exchange differences
Balance at end of year (Note 9)
Group
2022
S$
104,649
(13,168)
(106)
91,375
2021
S$
137,537
(32,731)
(157)
104,649
Company
2022
S$
2021
S$
-
-
-
-
-
-
-
-
The Group’s credit risk exposure in relation to trade receivables, under FRS 109 as at 31 March 2022
are set out in the provision matrix as follows:
2022
Expected loss rate
Gross carrying amount (S$)
Credit loss allowance (S$)
2021
Expected loss rate
Gross carrying amount (S$)
Credit loss allowance (S$)
Current
1-30
days
6%
771,995
(48,460)
10%
70,510
(7,051)
Past due
31-60
days
61-90
days
0%
0%
-
-
0%
278,522
-
0%
4,049
-
5%
10%
300
(15)
> 90 days
Total
100%
35,864
(35,864)
878,369
(91,375)
100%
104,634
(104,634)
387,505
(104,649)
-
-
-
-
61
99
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2022
26.
Financial risk management (continued)
(c) Liquidity risk
Prudent liquidity risk management includes maintaining sufficient cash and cash equivalents and the
ability to close out market positions at a short notice. At the reporting date, assets held by the Group
and the Company for managing liquidity risk included cash and short-term deposits as disclosed in
Note 10.
The table below analyses non-derivative financial liabilities of the Group and the Company into
relevant maturity groupings based on the remaining period from the reporting date to the contractual
maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.
Balances due within 12 months equal their carrying amounts as the impact of discounting is not
significant.
Group
At 31 March 2022
Trade and other payables
Lease liabilities
Bank borrowings
At 31 March 2021
Trade and other payables
Finance lease liabilities
Company
At 31 March 2022
Trade and other payables
Lease liabilities
At 31 March 2021
Trade and other payables
(d) Capital risk
One year or
less
S$
Two to five
years
S$
More than
five years
S$
2,449,834
841,628
337,462
-
3,852,021
393,707
-
586,706
-
3,446,851
816,163
-
67,686
-
-
662,725
38,100
-
234,900
-
36,000
240,946
-
-
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 externally imposed capital requirements on the Group as disclosed in Note 6.
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.
100
62
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2022
26.
Financial risk management (continued)
(e) Fair value measurements
The table below presents assets and liabilities measured and carried at fair value and classified by
level of the following fair value measurement hierarchy:
(i) quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);
(ii) inputs other than quoted prices included within Level 1 that are observable for the asset or
liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices) (Level 2); and
(iii) inputs for the asset or liability that are not based on observable market data (unobservable inputs)
(Level 3).
Group
As at 31 March 2022
Financial assets:
Financial assets, at FVPL (quoted)
Financial assets, at FVOCI (quoted)
Financial assets, at FVOCI (unquoted)
As at 31 March 2021
Financial assets:
Financial assets, at FVPL (quoted)
Financial assets, at FVOCI (quoted)
Level 1
S$
Level 2
S$
Level 3
S$
9,288,608
6,976
-
3,600,947
7,421
-
-
-
-
-
-
-
34,190
-
-
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
Group
2022
S$
2021
S$
Company
2022
S$
2021
S$
Financial assets, at FVPL
Financial assets, at FVOCI
Financial assets at amortised cost
Financial liabilities at amortised cost
9,288,608
41,166
21,265,821
(7,981,402)
3,600,947
7,421
20,222,772
(4,318,565)
-
-
2,001,976
(942,664)
-
-
1,577,360
(240,946)
101
63
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2022
27.
Segment information
For management purposes, the Group is organised into geographical business units based on the
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 segment under the reporting model are as follows:
i.
ii.
Financial Education: involved in providing financial education in the discipline of value investing
and supporting a community of value investors from 29 cities globally under the “VI” brand.
Others: included fintech business and subsidiaries that provided financial education and training
in Taiwan and China.
Management monitors the operating results of its business units separately for the purpose of 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.
102
64
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2022
27.
Segment information (continued)
The segment information provided to the key management for the reportable segments are as follows:
31 March 2022
Revenue
Total revenue
Inter-segment
Revenue from external customers
Results:
Depreciation and amortisation
Segment profit/(loss)
Assets:
Additions to property, plant and equipment
Additions to intangible assets
Segment asset
Liabilities:
Segment liabilities
Singapore
S$
Financial Education
Malaysia
S$
Total
S$
Others
Corporate
Total
S$
S$
S$
12,397,231
(1,488,952)
10,908,279
9,697,146
(201,341)
9,495,805
22,094,377
(1,690,293)
20,404,084
11,660,918
(711,861)
10,949,057
2,266,272
(2,266,272)
-
36,021,567
(4,668,426)
31,353,141
1,296,070
710,388
229,000
175,931
1,525,070
886,319
856,800
3,346,671
18,315
(649,156)
2,400,185
3,583,834
3,027,066
-
22,563,630
156,202
-
4,651,882
3,183,268
-
27,215,512
1,798,461
1,258,287
9,269,708
512,818
-
2,528,135
5,494,547
1,258,287
39,013,355
(12,721,616)
(4,219,680)
(16,941,296)
(4,640,540)
(80,874)
(21,662,710)
65
103
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2022
27.
Segment information (continued)
31 March 2021
Revenue
Total revenue
Inter-segment
Revenue from external customers
Results:
Depreciation and amortisation
Segment profit/(loss)
Assets:
Additions to property, plant and equipment
Additions to intangible assets
Segment asset
Liabilities:
Segment liabilities
Singapore
S$
Financial Education
Malaysia
S$
Total
S$
Others
Corporate
Total
S$
S$
S$
11,050,339
(602,575)
10,447,764
10,562,204
(256,334)
10,305,870
21,612,543
(858,909)
20,753,634
5,637,511
(430,484)
5,207,027
1,915,962
(1,915,962)
-
29,166,016
(3,205,355)
25,960,661
1,173,908
4,053,768
292,520
1,561,815
1,466,428
5,615,583
478,003
970,386
-
(90,364)
1,944,431
6,495,605
1,175,955
-
13,127,341
111,140
-
6,122,986
1,287,095
-
19,250,327
256,591
673,096
5,833,358
-
-
1,873,826
1,543,686
673,096
26,957,511
(5,460,385)
(4,284,622)
(9,745,007)
(4,683,411)
(240,946)
(14,669,364)
66
104
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 March 2022
28. New or revised accounting standards and 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 2022
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 (PPE) prohibits an entity from deducting from
the cost of an item of PPE 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.
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.
29.
Authorisation of financial statements for issue
These financial statements for the financial year ended 31 March 2022 were authorised for issue by the
Board of Directors of 8VI Holdings Limited on 31 May 2022.
105
67
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
ADDITIONAL INFORMATION
Shareholders Information as at 20 June 2022
8VI Holdings Limited – Ordinary Shares
The Company has ordinary shares on issue. These are listed on the Australian Securities Exchange under ASX
code: 8VI. 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
731
343
27
36
13
1,150
312,039
729,434
209,130
1,103,940
40,026,883
42,381,426
0.74%
1.72%
0.49%
2.60%
94.45%
100.00%
The number of investors holding less than a marketable parcel of 333 8VI shares (based on a share price of
A$1.50) was 380. They hold 79,732 8VI shares in total.
Twenty Largest Shareholders and CDI Holders*
Registered Holder
1. 8I Holdings Limited
2. BNP Paribas Nominees Pty Ltd
3. HSBC Custody Nominees (Australia) Limited
4. Hue Kuan Yew
5. Citicorp Nominees Pty Limited
6. Low Ming Li
7. Chee Kuan Tat, Ken
8. Pauline Teo Puay Lin
9. Chua Chun Woei
10. Yeow Hin Lai
11. Clive Tan Che Koon
12. Bernard Siah Wee Boon
13. Low Chern Hong
14. Jeff Li Mingyuan
15. Yeo Yue Ru
16. Chai Lin Lin
17. Ho Tuck Chee
18. Cherie Lim
19. Alex Ng Zhen Liang
20. Sim Zhipeng
ALL OTHER SHAREHOLDERS
Total
Number of
Shares
% of issued
capital
33,367,438
2,014,299
1,064,517
800,000
565,213
510,917
400,000
284,943
275,111
268,245
200,000
175,000
101,200
76,500
68,000
60,000
57,500
49,389
46,000
43,778
1,953,376
42,381,426
78.73%
4.75%
2.51%
1.89%
1.33%
1.21%
0.94%
0.67%
0.65%
0.63%
0.47%
0.41%
0.24%
0.18%
0.16%
0.14%
0.14%
0.12%
0.11%
0.10%
4.62%
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.
106
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
ADDITIONAL INFORMATION
Shareholders Information as at 20 June 2022
Substantial Shareholders and CDI Holders**
Name
Direct Interest
Shares
% of voting
power
Deemed
Interest Shares
% of voting
power
8I Holdings Limited and its subsidiaries
33,367,438
78.73%
-
-
Notes
** This table is compiled on the basis that each holding of CDIs is a separate holding and accordingly, the holding
of shares by CHESS Depository Nominees Pty Limited is ignored.
Current On-Market Buy-Back (ASX Listing Rule 4.10.18)
There is a current on-market buy-back arrangement for the Company as announced on 28 July 2021.
Corporate Governance Statement
The directors of 8VI Holdings Limited support and adhere to the principles of corporate governance, recognising
the need for the highest standard of corporate behaviour and accountability. Please refer to the corporate
governance statement and the appendix 4G released to ASX and posted on the Company website at
www.8viholdings.com.
The directors are focused on fulfilling their responsibilities individually, and as a Board, for the benefit of all the
Company’s stakeholders. That involves recognition of, and a need to adopt, principles of good corporate
governance. The Board supports the guidelines on the “Principles of Good Corporate Governance and
Recommendations – 3rd Edition” established by the ASX Corporate Governance Council.
Given the size and structure of the Company, the nature of its business activities, the stage of its development
and the cost of strict and detailed compliance with all of the recommendations, it has adopted a range of
modified systems, procedures and practices which enables it to meet the principles of good corporate
governance.
The Company’s practices are mainly consistent with those of guidelines and where do not correlate with the
recommendations in the guidelines the Company considers that its adopted practices are appropriate to it.
107
8VI Holdings Limited and its Subsidiaries
Annual Report FY2022
8VI Holdings Limited and its SubsidiariesAnnual Report FY2022
8VI Holdings Limited
(Incorporated in the Republic of Singapore)
Company Registration Number: 201505599H
ARBN 605 944 198
www.8viholdings.com
Singapore
1557 Keppel Road, #01-01, Singapore 089066
T: +65 6225 8480
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