TIDMWSL
RNS Number : 7427R
Worldsec Ld
25 September 2017
WORLDSEC LIMITED
Interim Report for the six months ended 30 June 2017
Worldsec Limited
Interim Report for the six months ended 30 June 2017
The board (the "Board") of directors of Worldsec Limited (the
"Company") hereby submits the interim report on the Company and its
subsidiaries (collectively the "Group") for the six months ended 30
June 2017.
For the period under review, the Group recorded an unaudited net
loss of US$188,000 (equivalent to a loss per share of 0.33 US
cents) against an unaudited net loss of US$402,000 (equivalent to a
loss per share of 0.71 US cents) for the corresponding six months
in 2016. The decrease in the loss was principally attributable to
(i) reduced staff costs in the absence of non-recurrent share-based
payment expenses associated with the grant of options to the
directors and staff which were largely accounted for in the first
half of last year; and (ii) lower administrative expenses following
the completion of the voluntary liquidation of two subsidiaries in
the second half of last year. At 30 June 2017, the total unaudited
equity of the Group stood at US$2.75 million and the unaudited net
asset value per share amounted to 4.85 US cents.
The Group's investment in ICBC Specialised Ship Leasing
Investment Fund continued to provide a stable return through
monthly dividends generating an unaudited revenue of US$48,000 in
the first half of 2017.
Velocity Mobile Limited ("Velocity"), an investee company of the
Group, is a technology enterprise involved in real-time lifestyle
and payment mobile applications. A new product of Velocity launched
late last year, Velocity Black is a one-stop chat-based
conversational commerce engine targetting at high value consumers
for the mobile-to-offline applications with special emphasis in the
areas of restaurant, travel, and hotel bookings and payment.
Velocity is also in the process of launching another new product, a
globally connected customer relationship management system for its
restaurant partners, and plans to expand its geographic coverage to
include a number of Asian and Middle East cities in the last
quarter of 2017.
As previously mentioned in the Company's 2016 annual report,
ayondo Holding AG ("Ayondo"), a fintech investee company of the
Group engaged in social trading and broking services for
contract-for-differences, was pursuing the reverse takeover (the
"RTO") of Starland Holdings Limited ("Starland"), a company listed
on the Catalist of the Singapore Stock Exchange. However, due to
various delays in the implementation process, Ayondo has decided
together with Starland not to proceed with the RTO. Instead, Ayondo
is exploring other alternatives including notably an initial public
offering on the Singapore Stock Exchange. Meantime, Ayondo
continues to develop its business having recently launched the
trading of Bitcoin and secured a portfolio management license in
Germany enabling its clients to tailor social trading with their
overall investment strategies.
In China, Oasis Education Consulting (Shenzhen) Company Limited
("Oasis Shenzhen"), a subsidiary of the joint venture of the Group,
Oasis Education Group Limited, continued to perform satisfactorily.
Under the consulting and support services provided by Oasis
Shenzhen, the Huizhou Kindergarten reached a milestone with its
first graduating class of 34 pupils graduated in July 2017. For the
academic term commencing in September 2017, 59 new pupils have
enrolled bringing the total number of enrollment to 191.
With the divergence in global monetary policies, the uncertainty
surrounding Britain's negotiations to exit the European Union, the
protective nationalist objectives under the Trump Administration,
the ongoing structural reforms in China, and the heightened
geopolitical tension in Asia and the Middle East, the economic and
political crosscurrents around the world are significant. But under
an era of persistently low interest rates with a plethora of
liquidity, stock markets have been on an epic bull run and asset
valuations are generally considered to be on the pricey side. This
has made the investment environment difficult and challenging for
the private equity space, as reflected by the ever increasing time
required for dry powder to be turned into actual investments with
reasonable returns. Nonetheless, to better position the Group for
long term growth, the Company has been actively exploring various
alternatives and discussing with interested parties with a view to
raising fresh capital in order to strengthen its capital base to
meet future opportunities.
By order of the Board
Alastair GUNN-FORBES
Non-Executive Chairman
25 September 2017
PRINCIPAL RISKS AND UNCERTAINTIES
The Group is exposed to a number of principal risks and
uncertainties that could materially and adversely affect its
performance for the remaining six months of the year ending 31
December 2017 and beyond. Such risks and uncertainties, the
directors believe, remain basically unchanged from those,
including, in particular, target market risk, operational risks and
financial risks, set out on pages 8 and 9 of the Company's 2016
Annual Report.
RESPONSIBILITY STATEMENT
The directors confirm that, to the best of their knowledge and
understanding:
(a) the unaudited consolidated financial statements of the Group
for the six months ended 30 June 2017 have been prepared in
accordance with International Accounting Standard 34 and give a
true and fair view of its assets, liabilities and financial
position at that date and its net loss for the period then ended;
and
(b) the interim report includes a fair review of the
information, such as important events and related party
transactions that took place during the six months ended 30 June
2017, that is required by Disclosure Guidance and Transparency
Rules 4.2.7R and 4.2.8R.
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE
INCOME
FOR THE SIX MONTHSED 30 JUNE 2017
Unaudited
Six months ended
Notes 30.6.2017 30.6.2016
US$'000 US$'000
Revenue 4 48 48
Other income 5 3 -
Staff costs 7 (103) (276)
Other expenses (130) (169)
Share of losses of a joint venture (6) (5)
--------------- --------------
Loss before income tax expense (188) (402)
Income tax expense 8 - -
--------------- --------------
Loss for the period (188) (402)
=============== ==============
Other comprehensive income, net of income tax
Exchange differences on translating foreign operations - (1)
Other comprehensive loss for the period,
net of income tax - (1)
--------------- --------------
Total comprehensive loss for the period (188) (403)
=============== ==============
Loss for the period attributable to:
Owners of the Company (188) (402)
=============== ==============
Total comprehensive loss for the period attributable to:
Owners of the Company (188) (403)
=============== ==============
Loss per share - basic and diluted 9 US(0.33) cent US(0.71) cent
=============== ==============
The accompanying notes form an integral part of these interim
financial statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AT 30 JUNE 2017
Unaudited Audited
As at As at
Notes 30.6.2017 31.12.2016
US$'000 US$'000
Non-current assets
Property, plant and equipment 10 21
Interest in a joint venture 117 123
Available-for-sale financial assets 1,784 1,784
---------- -----------
1,911 1,928
---------- -----------
Current assets
Other receivables 8 8
Deposits and prepayments 28 22
Amount due from a joint venture 257 257
Cash and cash equivalents 586 848
---------- -----------
879 1,135
---------- -----------
Current liabilities
Other payables and accruals 40 125
---------- -----------
Net current assets 839 1,010
---------- -----------
Net assets 2,750 2,938
========== ===========
Capital and reserves
Share capital 10 57 57
Reserves 2,693 2,881
---------- -----------
Total equity 2,750 2,938
========== ===========
The accompanying notes form an integral part of these interim
financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHSED 30 JUNE 2017
Foreign
Contri- Share currency Accumu-
Share Share buted option translation Special lated
capital premium surplus reserve reserve reserve losses Total
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Balance
as at 1
January
2016 57 3,837 9,646 34 (30) 625 (11,038) 3,131
Loss for
the period - - - - - - (402) (402)
Other comprehensive
income
for the
period
Exchange
differences
on translating
foreign
operations - - - - (1) - - (1)
------- ------- ------- ------- ----------- ------- ---------- -------
Total comprehensive
loss for
the period - - - - (1) - (402) (403)
Recognition
of share-based
payments - - - 172 - - - 172
------- -------
Balance
as at 30
June 2016
(Unaudited) 57 3,837 9,646 206 (31) 625 (11,440) 2,900
======= =======
Balance
as at 1
January
2017 57 3,837 9,646 206 (28) 625 (11,405) 2,938
Loss for
the period - - - - - - (188) (188)
Other comprehensive
income
for the
period
Exchange
differences
on translating
foreign
operations - - - - - - - -
------- ------- ----------- ------- ---------- -------
Total comprehensive
loss for
the period - - - - - - (188) (188)
------- ------- ------- ------- ----------- ------- ---------- -------
Balance
as at 30
June 2017
(Unaudited) 57 3,837 9,646 206 (28) 625 (11,593) 2,750
======= ======= ======= ======= =========== ======= ========== =======
The accompanying notes form an integral part of these interim
financial statements.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHSED 30 JUNE 2017
Unaudited
Six months ended
30.6.2017 30.6.2016
US$'000 US$'000
Cash flow from operating activities
Loss for the period (188) (402)
Adjustments for:
Depreciation of property, plant and equipment 11 12
Share of losses of a joint venture 6 5
Share-based payment expenses - 172
---------- ----------
Operating loss before working capital changes (171) (213)
Increase in other receivables - (8)
Increase in deposits and prepayments (6) (503)
Decrease in other payables and accruals (85) (98)
---------- ----------
Net cash used in operating activities (262) (822)
---------- ----------
Net decrease in cash and cash equivalents (262) (822)
Cash and cash equivalents at beginning of the period 848 1,988
Effects of exchange rate changes - (1)
Cash and cash equivalents at end of the period
Cash and bank balances 586 1,165
========== ==========
The accompanying notes form an integral part of these interim
financial statements.
NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHSED 30 JUNE 2017
1. GENERAL INFORMATION
The Company is an exempted company incorporated in Bermuda and
has a premium listing on the Main Market of the London Stock
Exchange. The addresses of the registered office and principal
place of business of the Company are disclosed in the corporate
information in the interim report.
2. BASIS OF PREPARATION
This unaudited consolidated financial statements of the Company
and its subsidiaries (the "Group") for the six months ended 30 June
2017 (the "Interim Financial Statements") have been prepared in
accordance with International Accounting Standard 34 ("IAS 34")
issued by the International Accounting Standards Board
("IASB").
The Interim Financial Statements do not include all of the
information required in annual financial statements in accordance
with International Financial Reporting Standards ("IFRS"),
International Accounting Standards ("IAS") and Interpretations
adopted by the European Union ("EU") (collectively referred to as
the "IFRSs"), and should be read in conjunction with the annual
financial statements of the Group for the year ended 31 December
2016. The Interim Financial Statements are neither audited nor
reviewed by the Group's auditors.
Save as described in note 3 "Adoption of new and revised IFRSs",
which are effective for the Group's financial year beginning on 1
January 2017, the accounting policies adopted in the Interim
Financial Statements are consistent with those used in the
preparation of the Group's annual financial statements for the year
ended 31 December 2016.
The Interim Financial Statements have been prepared on a going
concern basis using the historical cost conversion.
The preparation of the Interim Financial Statements in
conformity with IAS 34 requires management to make judgments,
estimates and assumptions that affect the application of accounting
policies and reported amounts of assets, liabilities, income and
expenses on a year to date basis. Actual results may differ from
these estimates.
3. ADOPTION OF NEW AND REVISED IFRSs
In the current interim period, the Group has applied, for the
first time, the following new or revised IFRSs that are relevant
for the preparation of the Interim Financial Statements:
Amendments to Disclosure of Interests in Other
IFRS 12 included Entities
in Annual Improvements
to IFRSs 2014-2016
Cycle
Amendments to Disclosure Initiative
IAS 7
Amendments to Recognition of Deferred Tax
IAS 12 Assets for Unrealised Losses
The application of the above new or revised IFRSs in the current
interim period has had no material effect on the amounts reported
in these Interim Financial Statements and/or disclosures set out in
these Interim Financial Statements.
NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHSED 30 JUNE 2017
4. REVENUE
The Group's revenue represents dividend income from
available-for-sale financial assets for the periods ended 30 June
2017 and 2016. An analysis of the Group's revenue from principal
activities is as follows:
Unaudited
Six months ended
30.6.2017 30.6.2016
US$'000 US$'000
Dividend income from available-for-sale
financial assets 48 48
========== ==========
5. OTHER INCOME
Unaudited
Six months ended
30.6.2017 30.6.2016
US$'000 US$'000
Sundry income 3 -
========== ==========
6. BUSINESS AND GEOGRAPHICAL SEGMENTS
No business and geographical segment analyses are presented for
the periods ended 30 June 2017 and 2016 as the major operations and
the revenue of the Group arose from Hong Kong. The Board considers
that most of the non-current assets (other than the financial
instruments) of the Group were located in Hong Kong.
7. STAFF COSTS
The aggregate staff costs (including directors'
remuneration) of the Group were as follows:
Unaudited
Six months ended
30.6.2017 30.6.2016
US$'000 US$'000
Wage and salaries 100 102
Contribution to pension and
provident fund 3 2
Share-based payment expenses - 172
---------- ----------
103 276
========== ==========
NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2017
7. STAFF COSTS (CONTINUED)
Key management personnel of the Company are
the directors only.
The directors' remuneration
was as follows:
Unaudited
Six months ended
30.6.2017 30.6.2016
US$'000 US$'000
Directors' fees 32 34
Share-based payment expenses - 152
Other remuneration including
contribution to pension and - -
provident fund
32 186
========== ==========
8. INCOME TAX EXPENSE
No provision for taxation has been made as the Group did not
generate any assessable profits for United Kingdom Corporation Tax,
Hong Kong Profits Tax and tax in other jurisdictions.
9. LOSS PER SHARE
The loss and weighted average number of ordinary
shares used in the calculation of basic and
diluted loss per share were as follows.
Unaudited
Six months ended
30.6.2017 30.6.2016
US$'000 US$'000
Loss for the period attributable
to owners of the
Company (188) (402)
============= =============
Weighted average number of
ordinary shares for the purposes
of
basic and diluted loss per
share 56,734,580 56,734,580
============= =============
Loss per share - basic and US(0.33) US(0.71)
diluted cent cent
============= =============
Diluted loss per share was the same as basic loss per share for
the six months ended 30 June 2017 as the exercise price of the
share options was higher than the average market price of the
shares for the six months ended 30 June 2017. Diluted loss per
share was the same as basic loss per share as the impact of the
potential dilutive shares outstanding would have had an
anti-dilutive effect on the basic loss per share presented for the
six months ended 30 June 2016.
NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2017
10. SHARE CAPITAL
Number Total
of value
shares US$'000
Authorised:
Ordinary shares of US$0.001
each
At 1 January 2016, 31 December
2016, 1 January 2017 and
30 June 2017 60,000,000,000 60,000
================= =========
Called up, issued and fully
paid:
Ordinary shares of US$0.001
each
At 1 January 2016, 31 December
2016, 1 January 2017 and
30 June 2017 56,734,580 57
================= =========
11. RELATED PARTY TRANSACTIONS
Other than the compensation of key management personnel
disclosed below, the Group did not have any related party
transactions during the six months ended 30 June 2017 and 2016.
Compensation of key management personnel
The remuneration of directors is set out in note 7 to the
Interim Financial Statements.
12. OPERATING LEASE COMMITMENT
Operating lease - lessee
At 30 June 2017 and 31 December 2016, the Group had future
aggregate minimum lease payments under non-cancellable operating
leases in respect of office premises and warehouse as follows:
Unaudited Audited
As at As at
30.6.2017 31.12.2016
US$'000 US$'000
Not later than one year 15 44
Later than one year and 1 -
not later than five years
---------- -----------
16 44
========== ===========
The lease runs for an initial period of 2 to 3 years, with an
option to renew the office premises lease upon expiry when all
terms are renegotiated.
NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2017
13. CONTINGENT LIABILITIES
The Group had no material contingent liabilities at 30 June 2017
(31 December 2016: nil).
14. INTERIM REPORT
The Interim Financial Statements were approved and authorised
for issue by the Board on 25 September 2017.
CORPORATE INFORMATION
Board of Directors
Non-Executive Chairman
Alastair GUNN-FORBES*
Executive Directors
Henry Ying Chew CHEONG (Deputy Chairman)
Ernest Chiu Shun SHE
Non-Executive Directors
Mark Chung FONG*
Martyn Stuart WELLS*
* independent
Company Secretary
Jordan Company Secretaries Limited
First Floor, Templeback, 10 Temple Back, Bristol BS1 6FL, United
Kingdom
Registered Office Address
Canon's Court, 22 Victoria Street, Hamilton HM12, Bermuda
Registration Number
EC21466 Bermuda
Principal Banker
The Hongkong and Shanghai Banking Corporation Limited
1 Queen's Road, Central, Hong Kong
External Auditors
BDO Limited
25(th) Floor, Wing On Centre, 111 Connaught Road Central, Hong
Kong
Principal Share Registrar and Transfer Office
Estera Management (Bermuda) Ltd.
Canon's Court, 22 Victoria Street, Hamilton HM12, Bermuda
International Branch Registrar
Capita Asset Services
12 Castle Street, St Helier, Jersey, JE2 3RT, Channel
Islands
United Kingdom Transfer Agent
Capita Registrars Limited
The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU,
United Kingdom
Investor Relations
For further information about Worldsec Limited, please
contact:
Henry Ying Chew CHEONG
Executive Director
Worldsec Group
Unit 607, 6th Floor, FWD Financial Centre, 308 Des Voeux Road
Street, Central, Sheung Wan, Hong Kong
enquiry@worldsec.com
Company's Website
http://www.worldsec.com
LEI number of Worldsec Limited: 213800RSLE74B1NP4X17
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR KMGZLFKLGNZM
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