Annual Report for the year ended 31 December 2025
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*
Stephen Lister d’Anyers WILLIS*
* independent
Company Secretary
Vistra Company Secretaries Limited
First Floor, Templeback, 10 Temple Back, Bristol, BS1 6FL, United Kingdom
Assistant Company Secretary
Ocorian Services (Bermuda) Limited
Victoria Place, 5
th
Floor, 31 Victoria Street, Hamilton HM 10, Bermuda
Registered Office Address
Victoria Place, 5
th
Floor, 31 Victoria Street, Hamilton HM 10, Bermuda
Registration Number
EC21466 Bermuda
Principal Bankers
The Hongkong and Shanghai Banking Corporation Limited
1 Queen’s Road, Central, Hong Kong
External Auditor
BDO Limited
25th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong
Principal Share Registrar and Transfer Office
Ocorian Management (Bermuda) Limited
Victoria Place, 5
th
Floor, 31 Victoria Street, Hamilton HM 10, Bermuda
International Branch Registrar
MUFG Corporate Markets (Jersey) Limited
IFC 5, St Helier, JE1 1RT, Jersey, Channel Islands
United Kingdom Transfer Agent
MUFG Corporate Markets
Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom
Investor Relations
For further information about Worldsec Limited, please contact:
Henry Ying Chew CHEONG
Executive Director, Worldsec Group
Unit 607, 6th Floor, 308 Central Des Voeux, 308 Des Voeux Road Central, Sheung Wan, Hong Kong
enquiry@worldsec.com
Company’s Website
http://www.worldsec.com
WORLDSEC LIMITED
CONTENTS
Page
Chairman’s statement
1
Directors’ report
3
Statement of directors’ responsibilities
28
Independent auditor’s report
29
Consolidated statement of profit or loss and other comprehensive income
34
Consolidated statement of financial position
35
Consolidated statement of changes in equity
37
Consolidated statement of cash flows
38
Notes to the consolidated financial statements
39
Investment policy
71
Biographical notes of the directors
72
WORLDSEC LIMITED
Page 1
Chairman’s Statement
RESULTS AND REVIEW
For the year ended 31 December 2025, the audited consolidated profit of Worldsec Limited (the
“Company”) and its subsidiaries (together the “Group”) was US$215,000, compared with a loss of
US$55,000 in 2024. Earnings per share were US0.25 cent (2024 loss per share: US0.06 cent). Net
asset value per share was US6.6 cents (2024: US6.4 cents). Cash and cash equivalents, as at the end of
2025, amounted to US$923,000, compared with US$701,000 as at the end of 2024.
During the year under review, the Group received two distributions, one in April and another in
November, from the Homaer Asset Management Master Fund SPC (the “Homaer Fund”), representing
its pro rata share of the distribution proceeds arising from the reductions by the Homaer Fund in the
underlying investment in ByteDance Ltd. (“ByteDance”).
Subsequent to the year ended 31 December 2025, the Group made a new investment in Advanced
Machine Intelligence Labs (“AMI Labs”), a frontier AI research lab focusing on the development of
world models, through the subscriptions of limited partnership interests in Rivet Ventures Frontier
Opportunities 2026-A, L.P. – Series I (“Rivet Ventures”) and Arete Far East Venture Credit LPF
(“Arete Venture”), which respectively invest in the Series Seed Preferred Securities and the
Convertible Securities of AMI Labs.
Detailed discussion of the results and financial position of the Group is set out in the directors’ report
on pages 3 to 27.
OPERATING ENVIRONMENT AND OUTLOOK
The global economy in 2025 demonstrated remarkable resilience against a backdrop of significant
trade policy uncertainties and rising geopolitical tensions. A combination of factors contributed to this
outcome. In anticipation of higher tariffs imposed by the United States on its trading partners,
American firms engaged in front-loading of imports, temporarily boosting trade volumes and activities
in the first few months of 2025. At the same time, a surge in investments related to artificial
intelligence provided a powerful stimulus. According to the World Trade Organization, merchandise
trade volume grew by 2.4% in 2025, while trade in services grew by 4.6%. The International Monetary
Fund (the “IMF”) estimated global economic growth at 3.2% in 2025, a modest slowdown from 3.3%
in 2024. Among developed economies, the United States was estimated to have grown by 2.0% and
the Euro area by 1.2%, while leading emerging economies maintained stronger momentum, with
China growing by an estimated 4.8% and India by 6.6% during its 2025-26 fiscal year.
The private equity market staged a modest recovery in 2025. According to various KPMG publications,
global private equity deal value rose to US$2.1 trillion from US$1.8 trillion a year earlier. Activities
were driven by a rebound in megadeals, improving financing conditions and the gradual return of
strategic buyers. The increase in deal value, however, was not accompanied by an increase in deal
volume, with private equity transactions falling from 20,836 in 2024 to 19,093 in 2025, reflecting
investors’ preference for pursuing large and high-value deals owing to the favourable work-to-benefit
ratio.
North America dominated global private equity activities in 2025, accounting for over half of the total
investment. The American region attracted US$1.2 trillion deployed across 9,118 deals, with the
United States alone accounting for US$1.1 trillion in 8,232 deals. Europe, the Middle East and Africa
posted US$730 billion, up from US$649 billion in 2024, while the Asia Pacific region recorded a
modest increase to US$145 billion.
WORLDSEC LIMITED
Page 2
In terms of exit value, 2025 was a major bright spot for global private equity, registering an increase of
about 50% over 2024 to US$1.2 trillion, which marked the second highest annual level in the past
decade, trailing only the record-setting year of 2021. Trade sales, largely fuelled by strategic
acquisitions, were the key driver, with secondary buyouts also playing a vital role in providing
liquidity.
In contrast, global private equity fundraising in 2025 remained difficult, falling to US$408 billion
from the prior year of US$609 billion, as investors remained cautious.
According to a press release from Bain & Company, distributions to limited partners in 2025 were
disappointing, with distributions as a percentage of net asset value remaining below 15% for four
consecutive years. The industry was still holding some 32,000 unsold companies worth US$3.8 trillion,
with the average holding period at exit hovering around seven years. Global dry powder remained
substantial at around US$1.3 trillion. As the majority of these funds were raised in 2022 and 2023, the
pressure on general partners to deploy this capital has been increasing, and the lagging distributions to
limited partners also contributed to the difficulty in global private equity fundraising.
The outbreak of hostilities in the Middle East has added a new layer of uncertainty to the 2026 outlook.
This is on top of the protracted military confrontation between Russia and Ukraine. These conflicts
have disrupted energy markets and transport routes. The Middle East hostilities have also raised
concerns about the security of key shipping lanes, causing renewed pressure on energy prices,
particularly after the closure of the Strait of Hormuz.
A prolonged period of elevated energy prices would increase business costs, add to inflationary
pressure and dampen economic growth. In its January 2026 update, the IMF projected global GDP
growth of 3.3% for 2026. This was revised downwards to 3.1% in April 2026, while projected global
headline inflation for 2026 was revised upwards to 4.4% from 3.8%. The World Trade Organization
also projected merchandise trade volume growth to moderate to 1.9% in 2026. The IMF further
outlined downside scenarios in which global economic growth could fall to 2.5% or even 2.0% if
energy disruptions persist. The disinflationary trend observed throughout 2025 could therefore face
reversal, raising the possibility of a stagflationary environment.
Although the recent U.S. court ruling on tariff measures has eased some immediate pricing pressure,
effective tariff rates remain elevated compared with pre-2025 levels, leaving core trade tensions
unresolved. This persistent policy uncertainty continues to inhibit investment and global supply chain
stability.
On the positive front, the rapid development and deployment of AI technologies remains a central
driver of global economic activities, requiring a colossal amount of investments in hardware, data
centres, computing power and related infrastructure. Such investments could provide an important
counterweight to other economic headwinds, supporting growth in the technology sector and beyond.
NOTE OF APPRECIATION
I wish to thank my fellow directors and staff for their efforts and contributions made during the year
ended 31 December 2025. I would also like to extend a note of appreciation to shareholders for their
continued support of the Company.
Alastair Gunn-Forbes
Non-Executive Chairman
27 April 2026
WORLDSEC LIMITED
Page 3
DIRECTORS’ REPORT
The directors submit the annual report of the Company and the audited consolidated financial
statements of the Company and its subsidiaries for the year ended 31 December 2025.
PRINCIPAL ACTIVITIES
The principal activity of the Company is investment holding. The Company and its subsidiaries are
principally engaged in investment in unlisted companies in the Greater China and South East Asian
region.
RESULTS AND FINANCIAL POSITION
The audited consolidated profit of the Company and its subsidiaries for the year ended 31 December
2025 was US$215,000, compared with a loss of US$55,000 in 2024. Earnings per share was US0.25
cent (2024 loss per share: US0.06 cent). Dividend income increased by over US$600,000 to
US$724,000, driven by two payments, one received in April and another in November 2025, as the
Group’s pro rata share of the distribution proceeds arising from the reductions by the Homaer Fund in
the underlying investment in ByteDance. This was, however, partly offset by the decrease in other
income, reflecting the diminished contribution from net realised and unrealised gains on financial
assets at fair value through profit or loss (“FVTPL”).
As shown in the audited consolidated balance sheet of the Company and its subsidiaries for the year
ended 31 December 2025, the Group’s investment in the ICBC Specialised Ship Leasing Investment
Fund (the “ICBC Shipping Fund”), the terms of which would expire in October 2026, has been
reclassified from non-current assets to current assets. On the back of the dividends received from the
Homaer Fund, cash balance, net of the use of cash in the normal course of business, rose to
US$923,000 by the year end.
As at 31 December 2025, the net assets of the Group stood at US$5.66 million (2024: US$5.43
million). Net asset value per share was US6.6 cents (2024: US6.4 cents).
Further details of the Group’s results and financial position are set out in the consolidated statement of
profit or loss and other comprehensive income on page 34, the consolidated statement of financial
position on page 35 and notes to the consolidated financial statements on pages 39 to70.
The Board does not propose to declare any dividend for the year ended 31 December 2025 (2024: nil).
REVIEW
The Company is a closed-ended investment company listed on the Main Market of the London Stock
Exchange under the Closed-ended Investment Funds segment governed by UKLR 11 of the UK
Listing Rules published by the Financial Conduct Authority in the United Kingdom (the “UKLR”). In
accordance with the Company’s investment policy, a copy of which is set out on page 71, the
investment strategy of the Group focuses on investing in small to medium sized trading companies
based mainly in the Greater China and South East Asian region, with a view to building a diversified
portfolio of minority investments in such companies. The investment objective of the Company is to
achieve attractive investment returns through capital appreciation on a medium to long term horizon.
To spread the investment risk of the Group, none of the Group’s investments at the time when made
exceeded 20% of its gross assets.
WORLDSEC LIMITED
Page 4
DIRECTORS’ REPORT (CONTINUED)
As at the date of this report, the investment portfolio of the Group strategically spans seven sectors,
namely, shipping and maritime finance, digital asset, blockchain and Web3 economy, mobile app
platform technology and social e-commerce, AI, online grocery and food retail, LiDAR solutions and
autonomous driving, as well as education, with a view to ensuring sectoral diversification. The
Group’s investments include the ICBC Shipping Fund, Animoca Brands Corporation Limited
(“Animoca”), ByteDance, Dingdong (Cayman) Limited (“Dingdong”), Seyond Holdings Ltd.
(“Seyond”, formerly Innovusion Holdings Ltd.), Oasis Education Group Limited (“Oasis Education”)
and the newly invested AMI Labs, with operations across China and international markets. This
diversified approach aligns with the Company’s investment objective of achieving medium to long
term capital appreciation while mitigating the investment risk of the Group.
Subsequent to the year ended 31 December 2025, the Group’s new AMI Labs investment was made
through the subscriptions of limited partnership interests in Rivet Ventures and Arete Venture, which
respectively invest in the Series Seed Preferred Securities and the Convertible Securities of AMI Labs,
a frontier AI research lab focusing on the development of world models designed to learn abstract
representations of real world dynamics.
ICBC Shipping Fund
The Group’s investment in the ICBC Shipping Fund, which is involved in shipping and maritime
finance, continued to provide a stable contribution, generating dividend income amounting to
US$96,000 for the year ended 31 December 2025.
As discussed in the section headed “Results and Financial Position” on page 3, the terms of the ICBC
Shipping Fund would expire in October 2026. Under a disposal plan, four of the vessels of the
underlying fleet would be disposed of in 2026 and the remaining six in 2027. Proceeds from such
disposals would be returned to fundholders on a pro rata basis, with the outstanding balance of the yet-
to-be-returned investment capital continuing to generate monthly dividends until the completion of the
entire disposal process. The dividend-paying ability of the ICBC Shipping Fund, being a financing
vehicle for the shipping and maritime sector, would unlikely be materially affected by the outbreak of
hostilities in the Middle East.
Animoca through VS SPC Limited (“VS SPC”)
The Group holds, through the Class A Participating Shares of VS SPC, an investment in the equity
interest of Animoca.
Incorporated in Australia, Animoca was formerly listed on the Australian Securities Exchange but was
delisted in 2020. It is a holding company of a technology group that develops and operates digital asset
platforms, ranging from native projects, such as Moca Network, Open Campus, The Sandbox and
Anichess, to institutional systems, such as Anchorpoint, a stablecoin joint venture, and NUVA, a vault
marketplace joint venture, provides digital asset services covering token strategy, treasury
management, liquidity provisioning, node operations, research and marketing, and invests in Web3
technology, with a portfolio of over 600 companies and digital assets across diverse verticals.
Animoca has received industry recognition and market recognition, including Fortune Crypto 40,
Financial Times’ High Growth Companies Asia-Pacific, Top 50 Blockchain Game Companies 2025
and Deloitte Tech Fast.
WORLDSEC LIMITED
Page 5
DIRECTORS’ REPORT (CONTINUED)
In 2025, the digital asset market entered a transitional phase defined by both volatility and structural
maturation. Improving regulatory clarity across major economies and growing institutional adoption
lent the sector increasing legitimacy and credibility. However, even though crypto fundraising
remained robust, there was a notable shift away from gaming towards digital asset infrastructure, RWA
tokenisation and compliance solutions. With gaming companies under mounting financial pressure and
anticipated launches underdelivering, a widespread wave of projects ceased operations, often leaving
game assets worthless overnight. NFT sales also plunged amid weak demand, abundant supply and
waning enthusiasm and speculation. Meanwhile, total crypto market capitalisation swung from a low
of about US$2.8 trillion to an all-time high that exceeded US$4 trillion, before ending the year at
around US$3 trillion, following the sudden jolt of the 10 October 2025 flash crash, which wiped out
some US$19 billion of leveraged positions and US$800 billion cryptocurrency value within 24 hours.
Yet, despite the market shock, stablecoins, bolstered by a growing role in cross-border payments and
trade settlements, surged to a record level of US$311 billion by the end of 2025.
Against this backdrop, the financial metrics of the Animoca group were adversely affected. According
to an update prepared based on unaudited management accounts
1
and presented at the annual general
meeting of Animoca on 18 December 2025, revenue for the first three quarters of the year was US$172
million, with tokenisation services accounting for US$20 million, web3 operations US$99 million and
investment management US$53 million, under subdued market conditions, compared with US$313
million, US$148 million, US$109 million and US$59 million respectively for the full twelve months
of 2024. Despite the implementation of cost optimisation actions, EBITDA amounted to US$43
million against US$93 million during the same timeframe. In January 2026, Animoca achieved further
progress in financial reporting and disclosure efforts through the release of its 2022 annual report,
which reported bookings
2
of A$612 million and net assets of A$460 million, compared with A$450
million and A$337 million respectively in the prior year.
1
under non-IFRS measure
2
a non-AASB item used in the gaming space to better represent the underlying business trend by including deferred revenue
Certain strategic initiatives and corporate developments of the Animoca group are set out below:
(i) Reverse Merger and Equity Tokenisation
In November 2025, Animoca entered into a non-binding term sheet for a reverse merger with
Currenc, a Nasdaq-listed Singapore-based fintech company that provides AI-powered customer
service solutions and a digital cross-border remittance platform for financial institutions and e-
wallets. Assuming and upon implementation, the newly merged entity, which would be about
95% and 5% collectively owned by Animoca shareholders and existing Currenc shareholders,
would operate under the name of Animoca and would continue to be listed on Nasdaq. The
reverse merger proposal would be subject to due diligence and customary conditions, including
board and shareholder approvals from each party as well as relevant regulatory and listing
requirements, with a closing timeline targeted by the end of 2026. This represents a strategic
move by Animoca to enable its shares to be traded on a stock exchange with investors familiar
with digital asset investing.
• Under an initiative from Republic, an on-chain investment platform that democratises access to
private investments, the equity of Animoca would be tokenised and minted on Solana, an open-
source blockchain network designed for fast and secure transactions. Tokenised Animoca shares
would be traded on Republic’s global marketplace and would live directly in investors' wallets,
bypassing intermediaries and drastically slashing settlement times. The tokenisation of the equity
of Animoca would offer an efficient and cost-effective avenue for secondary trading for existing
Animoca shareholders and broaden access for investors to gain exposure to Animoca prior to the
implementation of the proposed reverse merger with Currenc. In the wider context of market
transformation, the equity tokenisation strategy would bring convenience, liquidity and transaction
cost reduction to privately held assets, while potentially signalling a structural shift away from
traditional capital markets and serving as a harbinger of a trend that could reshape the private
investment landscape.
WORLDSEC LIMITED
Page 6
DIRECTORS’ REPORT (CONTINUED)
(ii) Digital Asset Platforms
In March 2026, Animoca entered into a definitive agreement with AlphaTON, an infrastructure
investor and builder focused exclusively on the Telegram and TON ecosystem, to dispose of a
60% controlling interest in GAMEE, an established gaming platform with a strong foothold in
Telegram's network of apps. The total consideration of the proposed transaction, structured to
include a performance-linked earn-out over two years, would be up to US$11 million to be
satisfied by, inter alia, cash and AlphaTON shares. Concurrently, Animoca and AlphaTON also
formalised a strategic alliance to pursue broader commercial opportunities across blockchain and
social gaming.
In September 2025, with The Sandbox participating as a key launch partner and a flagship
ecosystem, the SANDChain Foundation launched SANDchain, a dedicated Ethereum Layer-2
blockchain designed to serve as the financial backbone of the global creator economy,
empowering creators to unlock monetisation and engagement across multiple platforms, including
YouTube, Instagram and TikTok. The SANDchain network would utilise the SAND token for gas
and governance. Testnet for SANDchain was deployed in October 2025 with mainnet slated for
2026. This marked a strategic pivot of The Sandbox from a blockchain-based metaverse game
into an on-chain financial infrastructure layer for the global creator economy and could
dramatically expands SAND's addressable market beyond gaming, potentially generating
significant value for The Sandbox ecosystem.
• Anchorpoint, a joint venture founded by Standard Chartered Bank, Hong Kong Telecom and
Animoca, was one of two companies granted a stablecoin issuer licence by the Hong Kong
Monetary Authority under the Stablecoins Ordinance. Targeted a phased issuance of the regulated
Hong Kong dollar-backed stablecoin, HKD At Par, from the second quarter of 2026, the Hong
Kong-based entity would adopt a B2B2C model to enable public access through authorised
distributors, while also aiming to co-develop solutions for tokenised RWA settlement and cross-
border stablecoin payments across Hong Kong and Asia.
• In August 2025, Animoca formed a strategic partnership with Nuva Labs (formerly Provenance
Blockchain Labs), an infrastructure provider specialised in the tokenisation of RWAs, to co-
develop NUVA, a chain-agnostic vault marketplace connecting RWA issuers with investors. Built
on the Provenance Blockchain, which had over US$15.7 billion of RWAs, NUVA initially
planned to launch in the fourth quarter of 2025 with vaults backed by Figure Technologies' SEC-
registered yielding stablecoin and home equity lines of credit. Under the partnership terms,
Animoca would lead go-to-market, tokenomics and listing and Nuva Labs would focus on product
and infrastructure development. Subsequently, in February 2026, NUVA teamed up with
AnChain.AI, an AI-powered cryptocurrency risk and investigation platform, to integrate security
and compliance monitoring.
(iii) Other Business Developments
In November 2025, Animoca received in-principle approval from the Financial Services
Regulatory Authority of the Abu Dhabi Global Market to operate as a regulated fund manager,
and subject to the fulfilment of conditions and final regulatory approval, would be authorised to
carry out the activity of managing collective investment funds. In February 2026, it was granted a
virtual asset service provider licence by Dubai’s Virtual Assets Regulatory Authority to
commence operations in the provision of virtual asset broker-dealer services and virtual asset
management and investment services to global institutional and qualified investors. This would
further strengthen the strategic presence of the Animoca group in the Middle East.
WORLDSEC LIMITED
Page 7
DIRECTORS’ REPORT (CONTINUED)
In December 2025, Animoca entered into a term sheet with GROW Investment Group, a China-
focused alternative asset and wealth management firm backed by Julius Baer, with a view to
building GROW Asset Management (being renamed as GROW Digital Wealth), a GROW
Investment Group company, in Hong Kong into one of the first platforms in Asia offering both
crypto and traditional finance products to family offices and ultra-high-net-worth individuals. As
part of the proposed transaction, Animoca would acquire an equity interest of up to 15% in
GROW Digital Wealth, subject to definitive agreements and applicable approvals. The strategic
partnership would aim to tap into the burgeoning US$18 trillion investable asset pool of high-net-
worth individuals in China.
The digital asset industry is undergoing rapid evolution, with crypto, blockchain and Web3
technologies moving beyond ideology into real-world applications, extending beyond entertainment
into other sectors. Stablecoins, particularly in cross-border payments, tokenised finance, notably RWA
tokenisation, are experiencing rapid institutional adoption under improving regulatory clarity. DeFi
continues to gain traction as on-chain liquidity deepens. DePIN is gaining share from centralised cloud
services with price advantages and stable performance. AI integration with blockchain technology is
accelerating. Altcoins are gaining prominence, driven by growing participation from institutional
capital and the shift from speculative trading towards digital assets that offer real-world utility.
Against this rapidly evolving landscape, the Animoca group is broadening its main focus from
blockchain entertainment to embrace the game-changing trends with increasing emphasis on initiatives
targeting stablecoin and RWA tokenisation projects as well as DeFi, DePIN and AI activities. With a
portfolio of over 600 companies and digital assets across diverse verticals that boasts massive holdings
in utility tokens, it is also in a strong position to benefit from the continued development in altcoin
utility. Indeed, the Animoca group is positioning itself as a diversified Web3 conglomerate to capture
the opportunities in the digital asset economy.
ByteDance through the Homaer Fund
The Group holds, through the Unicorn Equity Investment Portfolio Class A Shares of the Homaer
Fund, an investment in the equity interest of ByteDance.
Incorporated in the Cayman Islands, ByteDance is an unlisted holding company of a technology group
that operates a suite of products and services across the globe. Its portfolio includes, among others,
TikTok, TikTok Shop, CapCut and Lark, as well as products and services specific to the China market,
including Toutiao, Douyin, Douyin E-commerce, Fanqie and Xigua Feishu. The ByteDance group has
over 150,000 employees based out of nearly 120 cities globally.
In 2025 and into early 2026, the ByteDance group continued to place AI at the core of its strategic
agenda and to commit substantial resources to strengthening its underlying technical capabilities. This
had been supported by sustained investment in computing infrastructure, model development and
engineering capacity. According to media reports, the AI‑centric capital outlay of the ByteDance
group in 2025 amounted to more than RMB150 billion, with most of the spending directed to AI-
related infrastructure such as data centres and networking equipment. For 2026, the ByteDance group
has reportedly drawn up preliminary plans to raise AI-enabling investment and procurement to
RMB160 billion, around half of which has been earmarked for the purchase of advanced
semiconductors and processors, including, subject to import and export controls and other regulatory
requirements, Nvidia H200 chips, and to advance its in-house chip capability, including a project
codenamed SeedChip with manufacturing support from Samsung Electronics under discussion. Indeed,
these measures are consistent with the long-term commitment of ByteDance to building up a robust
and enduring AI capability base.
Under the ambitious expansionary strategy, the AI initiatives of the ByteDance group are increasingly
taking shape along two parallel tracks: consumer-facing applications and enterprise solutions.
WORLDSEC LIMITED
Page 8
DIRECTORS’ REPORT (CONTINUED)
On the consumer side, Doubao further strengthened its position among China’s leading AI-native
products. According to QuestMobile, it topped the AI chatbot apps on mobile devices in China, with
weekly active users reaching 155 million in the second week of December 2025. From February to
April 2026, the ByteDance group rolled out a series of upgrades to the Seed products and models that
included Doubao 2.0, released under the Seed 2.0 series, with agent capabilities to extend beyond
basic question-and-answer interactions towards more complex, multi-step task execution, Seedance
2.0, an AI video generator, and Seedream 5.0 Lite, an AI image generator, alongside the new release
of Seeduplex, a native full-duplex speech LLM. Selected AI-powered features have also been
integrated into various content creation tools across the ByteDance ecosystem.
On the enterprise side, Volcano Engine continued to expand and, according to IDC, was ranked as
China’s second-largest AI cloud service provider in terms of revenue in the first half of 2025.
Originally designed to run internal platform systems of the ByteDance group, it has emerged as a
standalone business targeting external clients. The Seed products and models rolled out or newly
released from February to April 2026 also offer enterprise access, either integrated into Volcano
Engine or available through other ByteDance platforms. The advanced video-generation performance
of Seedance 2.0 has attracted significant attention, which, in turn, has brought along copyright issues
and lawsuit threats from major corporations, temporarily derailing the product’s global rollout
schedule. On the research front, the ByteDance group has introduced GR-3 and ByteMini, a vision-
language-action robotics model and accompanying hardware platform for enterprise automation.
The remarkable AI development of the ByteDance group was reflected in a number of insightful
metrics. According to Volcano Engine, the average daily token usage of the Doubao model, deployed
across both consumer-facing and enterprise tracks, surpassed 120 trillion tokens by late March 2026,
doubling in three months and rising roughly 1,000-fold since the launch in May 2024. This followed
an earlier announcement that Doubao's average daily token usage had exceeded 50 trillion tokens in
December 2025, up from 4 trillion tokens in December 2024. Additionally, the number of enterprises
on Volcano Engine with cumulative token usage exceeding 1 trillion tokens rose to 140 by late March
2026, compared with 100 at the previous year end.
Beyond AI, e-commerce remained a core growth engine for the ByteDance group and, together with
content platforms and advertising operations, continued to underpin its broader operating model.
In China, Douyin, the short-video app, has morphed into a commercial ecosystem encompassing e-
commerce and life services. Douyin E-commerce further progressed its dual-engine approach,
combining livestream-led discovery with an expanding shelf-based shopping experience. According to
market tracking, Douyin E-commerce’s GMV in 2025 was estimated at RMB4.3 trillion, implying a
year-on-year growth of around 30%, with shelf-based formats representing 45% of the 2025 total.
Separately, Douyin Life Services achieved total transaction value of RMB 850 billion in 2025,
representing a 59% year-on-year increase, with 15.2 million active merchant stores, according to
company-released data.
Overseas, TikTok Shop continued to scale, with the United States remaining a principal market and
Europe becoming a more meaningful area of development. Reuters reported that TikTok Shop was
launched in France, Germany and Italy in March 2025, extending its European footprint beyond the
United Kingdom. In the United States, according to EMARKETER, TikTok Shop generated US$15.8
billion of sales in 2025, representing 18.2% of total U.S. social commerce. Momentum Works, based
on platform data from Tabcut, estimated, through a joint analysis, that TikTok Shop’s 2025 global
GMV reached US$64.3 billion, of which the United States contributed US$15.1 billion.
In addition to e-commerce, supported by sustained user engagement on TikTok and Douyin and
continued demand from both brand and performance advertisers, advertising remained a primary
source of growth for the ByteDance group in 2025. According to EMARKETER, TikTok’s 2025 U.S.
advertising revenue reached over US$14 billion, indicating that advertiser appetite continued to be
resilient despite an uncertain political and regulatory backdrop. Coupled with the strong contributions
from e-commerce through Douyin and TikTok, the ByteDance group was reported to have achieved
profits of around US$50 billion for 2025.
WORLDSEC LIMITED
Page 9
DIRECTORS’ REPORT (CONTINUED)
Following a protracted period of political wrangling and legal manoeuvring, the thorny issues
surrounding TikTok’s U.S. operations had at long last reached what appeared to be an amicable
resolution. In December 2025, a deal was finally struck by TikTok and other stakeholders and parties
of interest under which an American-controlled joint venture would be established with three
managing investors, Oracle, Silver Lake and MGX, each holding a 15% stake. ByteDance would
retain a 19.9% holding with the balance to be held by an investor consortium. Under the deal,
TikTok’s U.S. operations would be transferred to the American-controlled joint venture, with the
content recommendation algorithm copied, retrained and updated with American user data. Data
security would be overseen by Oracle, with the database hosted in Oracle’s secure U.S cloud
infrastructure. Upon the completion of the deal, TikTok-controlled entities would continue to manage
certain U.S. commercial activities, including e-commerce, advertising and marketing.
Given Douyin’s domestic money-spinner, TikTok’s global monetisation proficiency, and ByteDance’s
commanding AI premium and status as one of China's Tech Triumvirate, investor repricing of the
longer-term growth prospects of the ByteDance group has been conspicuously evident. According to
Reuters, the valuation implied by ByteDance’s employee share buyback programme rose from
US$315 billion in March 2025 to US$330 billion in August 2025. In April 2026, the calculated
valuation estimate derived from the reported share buyback price of US$229.50 hit US$378 billion. In
the secondary market, a Chinese investment firm, Capital Today, reportedly acquired from Bank of
China Group Investment a block of ByteDance shares at a valuation of US$480 billion in November
2025. In February 2026, according to Reuters, General Atlantic sought to sell part of its stake in
ByteDance in a transaction valuing the Chinese internet giant at US$550 billion.
As discussed in the section headed “Results and Financial Position” on page 3, consequent to the
Homaer Fund’s reductions of the underlying ByteDance stake, dividends were distributed to the Group
through two payments, which have been duly accounted for and reflected in the Group’s 2025 audited
consolidated financial statements.
Dingdong
Since the listing of Dingdong on the New York Stock Exchange in June 2021, the Group has directly
held its investment in the American depositary shares of Dingdong (the “Dingdong ADS”).
Dingdong is the holding company of an e-commerce group that principally operates a mobile app,
Dingdong Maicai, providing users and households with fresh groceries, prepared food and other food
products supported by an extensive self-operated frontline fulfillment grid. The operations of the
Dingdong group cover dozens of cities across China with a strategic core in the Yangtze River Delta
Megalopolis from which a significant portion of revenue is derived. The Dingdong group has also
launched a series of private label products spanning a variety of food categories, mostly supported by
its own production facilities.
During 2025, the Dingdong group continued to register revenue growth, albeit at a reduced pace, as its
operations appeared to be approaching the later stage of the rapid growth phase. Based on the 2025
audited consolidated accounts of the Dingdong group, revenue grew year-on-year by 5.6% to
RMB24.4 billion, notwithstanding the decline in food prices and the base effect arising from the
strategic adjustments to suspend coverage of certain non-performing cities in 2024. This was driven by
the rise in the number of orders consequent to the increase in the number of transacting users and the
increased order frequency, supplemented by the network expansion to deepen market penetration in
East China. Following the collaboration with DFI, a company listed on the Equity Shares (Transition)
category of the London Stock Exchange and a member of the Jardine Matheson Group, expansion in
overseas B2B sales had also been encouraging.
WORLDSEC LIMITED
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DIRECTORS’ REPORT (CONTINUED)
Despite the robust performance in the first half of 2025 and the continued growth in revenue, however,
profitability in the 2025 second half was disappointing. Based on, among other publicly available
information, the unaudited quarterly reports of the third and fourth quarters of 2025 filed by Dingdong
with the regulatory authority in the United States, gross margin had been under pressure and fell to
29% in the 2025 second half from 30% in the previous corresponding period, reflecting the additional
costs associated with product mix changes stemming from the implementation of the “4G strategy” of
"good users, good products, good services and good mindshare" to boost customer satisfaction.
Meanwhile, general and administrative expenses as a percentage of revenue edged up to 1.9% from
1.7% during the same timeframe due to the expenses to fund the “Dong Li Sheng" management trainee
programme. Given the tight margin of the online grocery business, the margin impact on the bottom
line was magnified. Accordingly, 2025 full-year GAAP net income and non-GAAP net income
3
fell
year-on-year by 23.9% and 26.7% to RMB231.7 million and RMB310.1 million respectively.
3
a non-GAAP measure considered to be a useful indicator of the underlying business trend by excluding the
non-cash charges of share-based compensation
Disappointing profitability equally affected cash flow performance. However, with the cash flows
generated and accumulated over the years, the financial position of the Dingdong group remained solid.
Net cash balance, calculated by deducting short-term borrowings from the sum of cash and cash
equivalents, restricted cash, short-term investments and long-term deposits, stood at RMB3.14 billion
as at 31 December 2025.
As discussed in the Company’s interim report for the six months ended 30 June 2025, the Dingdong
group took a strategic step towards broadening and diversifying revenue streams through a
collaboration with DFI, aiming to build a digitalised cross-border supply chain to offer competitively
priced fresh produce to the Hong Kong market. In February 2026, the Dingdong group further
expanded its overseas B2B endeavours through a partnership with FairPrice, a leading retailer and a
social enterprise under the National Trades Union Congress in Singapore, to cover the Singapore
market. Leveraging its nationwide sourcing and logistics capabilities supported by AI-driven inventory
management with predictive analytics and traceability technology for product transparency, the
Dingdong group is in the process of developing a new line of business with a view to positioning itself
as a trusted cross-border supplier in South East Asia.
Subsequent to the end of 2025, in February 2026, Dingdong entered into a definitive conditional
agreement to sell substantially all of the China business of the Dingdong group to a wholly-owned
subsidiary of Meituan for a cash consideration expected to total up to US$997 million. The proposed
transaction, valued at a significant premium over Dingdong’s market capitalisation, marked what
seemed to be a transformative strategic exit from domestic online grocery operations to focus on cross-
border opportunities and capital realisation to unlock value for Dingdong shareholders. Subject to the
satisfactory completion of due diligence and the satisfaction or waiver of customary conditions,
including board and shareholder approvals of Dingdong (the resolutions of both of which had since
been adopted), and regulatory and governmental clearances, and upon successful closing, Dingdong’s
stated intention would be to utilise not less than 90% of the cash balance of the post-closing Dingdong
group for share repurchases and/or dividend distributions to Dingdong shareholders.
In March 2026, a leadership transition was also announced, as the founder of the Dingdong group
would step down as the chief executive officer but would continue to serve as the chairman of
Dingdong. With a comprehensive and in-depth understanding of the operations of the Dingdong group,
Dingdong’s former chief financial officer would assume the role of new chief executive officer of
Dingdong.
In view of the scale and significance of the proposed transaction with Meituan, these developments
would likely have a material bearing on the future positioning of Dingdong as a listed holding
company. Moreover, the total cash consideration expected to be received of up to US$997 million
would translate into as much as US$4.22 per Dingdong ADS, significantly above the closing
Dingdong ADS price of US$2.58 on the business day immediately preceding the date of this report.
WORLDSEC LIMITED
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DIRECTORS’ REPORT (CONTINUED)
Seyond through the Hermitage Galaxy Fund SPC attributable to the Hermitage Fund Twelve SP
(the “Hermitage Fund Twelve”)
The Group holds, through the Class A Participating Shares of the Hermitage Fund Twelve, an
investment in the equity interest of Seyond.
Founded in and headquartered in Silicon Valley in California in the United States, Seyond is a holding
company of a technology group that designs, develops and produces automotive-grade LiDAR
solutions for ADAS, ADS and other automotive and non-automotive application scenarios. The
product portfolio of the Seyond group encompasses LiDAR sensor hardware, including the 1,550nm-
laser-based Falcon series, the 905nm/940nm-laser-based Robin series and the solid-state
Hummingbird series, as well as proprietary software solutions, including OmniVidi, which processes
raw information and objects detected in conjunction with sensor hardware, and SIMPL, which is a
LiDAR and AI-powered intelligent transportation system.
During the year, Seyond achieved a landmark milestone by completing its transition from a privately-
held company to a publicly-listed corporation by way of the De-SPAC transaction, the business
combination arrangements under which Seyond shares became listed and commenced trading on the
Stock Exchange of Hong Kong on 10 December 2025, and net proceeds amounting to HK$976.7
million were raised to strengthen the financial position of the Seyond group. In early 2026, Seyond
was selected as a constituent stock of the Hang Seng Composite Index, and its shares were admitted to
the lists of eligible securities for southbound trading under both Shanghai Connect and Shenzhen
Connect. This is expected to broaden Seyond’s shareholder base, enhance its reputation and
investment appeal in the capital market, and improve the liquidity of its shares.
Meanwhile, the Seyond group has continued to execute a dual-wavelength technology roadmap across
the 1550nm and 905nm/940nm routes. It has introduced various new models and upgrades to both the
Falcon series and the Robin series. The Seyond group has also launched the latest generation pure
solid-state Hummingbird D1, which has progressed from product debut to commercial validation with
mass-produced design wins from several automakers. It has recently further extended the
Hummingbird series with the D1-R for robotics applications. The product portfolio of the Seyond
group has, indeed, been expanded into a full-domain perception matrix, encompassing near-field to
ultra-long-range LiDARs with front-view, side-view and blind-spot filling capabilities, providing
solutions that support different cost and performance configurations to meet diverse automotive and
industrial application needs.
The business development of the Seyond group has been equally propitious. It has continued to focus
on scaling mass production and large-scale deployment of its LiDAR products. During 2025, the
Seyond group delivered 332,000 sensor units, representing a year-on-year increase of 44.6%. While
the Falcon series remained the principal delivery base, the Robin series, having entered mass
production in the second half of 2024, became the new engine of growth with shipments increasing to
137,822 units from 11,589 units a year earlier. As a major investor in Seyond and the Seyond group’s
anchor customer, NIO remained the predominant revenue contributor, with procurement reaching
286,482 units. In the course of business development and consistent with the objective of diversifying
its customer base to reduce dependence on NIO, the Seyond group had, by the end of 2025, established
strategic collaborations with an additional 17 OEMs and ADAS and ADS companies, covering more
than 50 models across the passenger and commercial vehicle segments. With the commencement of
mass production and delivery for several non-NIO customers, revenue contribution from NIO declined
from 97.3% in 2024 to 86.2% in 2025, reflecting continued improvement in the Seyond group’s
customer mix.
WORLDSEC LIMITED
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DIRECTORS’ REPORT (CONTINUED)
Driven by forward-looking product and application strategies, the Seyond group has also been
expanding into non-automotive scenarios, particularly in robotics and smart infrastructure, and has
secured collaborations with robotics companies and mobility service providers, with applications
deployed in broad robotics, intelligent transportation, smart ports, smart shipping, smart rail transit and
smart mining. In addition, it has set up operations in a number of countries and regions to prepare for
global expansion. These forward-planning initiatives, coupled with continuing improvement in its
customer mix, form the basis of a three-pronged strategy that should broaden the addressable market
and enhance the revenue growth and resilience of the Seyond group over the longer term.
Based on the 2025 audited consolidated accounts published by Seyond on the Stock Exchange of
Hong Kong, the Seyond group continued to show encouraging signs. Despite the increase in shipment
volume of sensor units on the back of the increased contribution from the Robin series, revenue
decreased year-on-year by 3.4% to US$154.2 million, due primarily to a decrease in average selling
price, reflecting the typical pricing trend in a product life cycle as the Falcon series was maturing.
However, consistent efforts on component localisation, in-house module development and
manufacturing automation, complemented by economies of scale through mass production, led to unit
cost reduction, thereby boosting gross margin from a negative 8.7% in 2024 to a positive level for the
first time of 7.9% in 2025, with gross loss of US$13.9 million turning into gross profit of US$12.3
million, and adjusted non-IFRS net loss
4
narrowing from US$82.9 million to US$63.01 million over
the same timeframe. As mentioned above, the financial position of the Seyond group was also
strengthened by the net proceeds raised from the De-SPAC transaction, with cash and cash equivalents
and restricted bank balances standing at US$119.5 million and total assets at US$264.0 million as at
31 December 2025.
4
a non-IFRS measure considered to be a useful indicator of the operating performance trend by excluding
certain non-cash items and certain fees and expenses related to the De-SPAC transaction
The growth momentum in LiDAR product shipments from the Seyond group followed through into
the first quarter of 2026. Based on the unaudited figures published by Seyond, 181,400 sensor units
were shipped, representing a year-on-year increase of 340%. The Falcon series accounted for 65,500
units, increasing year-on-year by 90%, while the Robin series contributed 115,600 units, increasing
year-on-year by 1,594%. For the full year of 2026, based on the March 2026 order and production
pipeline, the Seyond group expected shipment volume to achieve a year-on-year increase of 200%. To
cater to the anticipated rapidly growing demand, it has set out plans to raise the annual designed
capacity of its manufacturing facilities from 1 million units to 2.2 million units within the year. With
the technical expertise in LiDAR products and solutions, the three-pronged diversification and
expansion strategy, the cost-optimisation capabilities and the rapid growth in shipment volume, the
Seyond group appears to have found a progressive path to profitability.
AMI through Rivet Ventures and Arete Venture
Through its limited partnership interests, the Group participates as a limited partner in Rivet Ventures
and Arete Venture, which respectively invest in the Series Seed Preferred Securities and the
Convertible Securities of AMI Labs.
Founded by Turing Award laureate, Yann LeCun, formerly Meta’s chief AI scientist and founding
director of Facebook AI Research, led by Alexandre LeBrun, formerly co-founder and chief executive
officer of Nabla, and supported by an esteemed cohort of researchers and builders, AMI Labs is a
frontier AI research lab operating with a multi-hub structure across three continents. Its mission is to
build and develop world models, a new paradigm of AI systems designed to learn abstract
representations from real-world sensor data, reason and plan under complex environments, and make
predictions in representation space.
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DIRECTORS’ REPORT (CONTINUED)
In late 2025, AMI Labs announced an exclusive strategic partnership with Nabla, the digital health
startup co-founded by Alexandre LeBrun and currently chaired by Yann LeCun, to pioneer the next
generation of agentic AI systems in healthcare.
While AMI Labs anticipates a multi-year path to commercialisation with an initial focus on
fundamental AI research, its longer-term goal is to develop real-world applications across a wide
spectrum, including industrial operational control, automated systems, smart wearables, robotics and
healthcare.
In a resounding validation by the angel and early-stage investment community, AMI Labs successfully
raised in March 2026 US$1.03 billion in a heavily oversubscribed seed funding round, co-led by
Cathay Innovation, Greycroft, Hiro Capital, HV Capital and Bezos Expeditions, at a pre-money
valuation of US$3.5 billion. The syndicate of strategic investors, including NVIDIA, Temasek, Toyota
Ventures and Samsung, seemed meticulously structured to offer, in due course, synergistic
collaboration opportunities for AI infrastructure, sovereign AI, industrial applications and consumer
devices. The funding raised is earmarked for research and team building.
Oasis Education Group Limited (“Oasis Education”)
Oasis Education is a 50% joint venture of the Group. The operating subsidiary of Oasis Education,
Oasis Education Consulting (Shenzhen) Company Limited (奧偉詩教育諮詢(深圳)有限公司, “Oasis
Shenzhen”), provides consulting and support services to the Huizhou Kindergarten in the Guangdong
Province of China.
With a track record of over ten years navigating the evolving regulations and development in the
education sector, the Huizhou Kindergarten continued to maintain a stable level of pupil enrolment.
Following the graduation of 98 pupils in the summer of 2025, it had enrolled 62 new pupils for the
academic term that commenced in September 2025 and another 35 new pupils for the academic term
that commenced in February 2026. This had enabled the Huizhou Kindergarten to keep the level of
total pupil enrolment of over 200.
PROSPECTS
The global economy entered 2026 in a state of continued resilience, as witnessed in 2025. However,
this resilience is being tested by the resurgent geopolitical conflicts in the Middle East. At the core of
these confrontations are demands by the United States and Israel for a complete nuclear disarmament
and an end to regional proxy network support by Iran to eliminate its threat across the Gulf region and
beyond. Demands from the Iranian regime, in turn, include an unconditional cessation of the U.S. and
Israeli military operations and the withdrawal of American forces from West Asia. Iran also demands
compensation for the economic and infrastructure damages inflicted by the conflicts, as well as the
removal of sanctions against the Iranian economy. Control of the Strait of Hormuz is another thorny
issue to resolve.
Notwithstanding the latest truce extension unilaterally announced by what is widely considered a
capricious administration under President Trump, in the absence of a permanent ceasefire agreement,
the current conflicts are likely to continue, threatening to upend the international energy market and
world economy. It is estimated that a halt in shipments through the Strait of Hormuz would strand
roughly 20% of global oil and liquefied natural gas supplies. Energy-importing countries in Europe
and Asia would be the main victims, having to contend with persistent high energy costs.
Governments across South East Asia, such as the Philippines, Indonesia and Thailand, have, in fact,
directed civil servants and non-essential government employees to work from home as a means to
mitigate the impact of the fuel supply disruption. The United States, being energy sufficient, would
fare better but would unlikely be immune from rising inflation.
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DIRECTORS’ REPORT (CONTINUED)
In its April 2026 update, the IMF revised the projections for global headline inflation upwards to 4.4%
from 3.8% in January 2026 and global economic growth downwards to 3.1% from 3.3. This highlights
the potential risk of a deleterious stagflationary scenario.
Geopolitics aside, the recovery momentum of private equity activities in 2025 is expected to carry into
2026. According to the EY Private Equity Pulse Survey: Key Takeaways from Q4 2025, private equity
industry sentiment for 2026 would be the strongest in recent years, with 80% of general partners
expecting acquisition activities to increase and 72% exits to rise, the highest level since tracking
began. As the development of AI moves beyond LLM into the physical world, AI-enabled business
models and digital infrastructure rank as the most attractive investment themes. Investors are
increasingly focused on application-layer companies that can generate tangible use cases and revenue,
such as robotics and industrial automation. The longer-term opportunities appear to lie less in pure
software interfaces and more in how AI interacts with the physical world. Companies that emerge
from this transition will likely be more specialised, more operationally focused, and more realistic
about the permanence of technology-driven disruption to business models. The new investment made
by the Group in AMI Labs falls within this category of companies.
The majority of the Group's other investments are also involved in the fields of AI or other
technologies. Several of them, such as ByteDance, Dingdong and Seyond, derive all or the bulk of
sales from the domestic market in China and hence are well placed to benefit from the growth and
advancement in the Chinese economy. As mentioned in the section headed “Review” on page 4, the
terms of the ICBC Shipping Fund would expire in October 2026, and upon the completion of the
disposals of all of the underlying vessels, pro rata share of the disposal proceeds amounting to
US$800,000 would be returned to the Group as a fundholder, thereby increasing the Group's cash
position to US$1.7 million. This would provide additional funds for the Board to continue seeking new
opportunities in alignment with the Company's investment policy.
DIRECTORS
The directors during the year under review and up to the date of this report were and are:
Non-Executive Chairman
Alastair GUNN-FORBES *
Executive Directors
Henry Ying Chew CHEONG
Ernest Chiu Shun SHE
Non-Executive Directors
Mark Chung FONG*
Martyn Stuart WELLS*
Stephen Lister d’Anyers WILLIS*
* independent
Brief biographical notes of the directors serving at the date of this report are set out on pages 72 to 74.
Save as disclosed in this report and in note 26 to the consolidated financial statements on page 69,
none of the directors had, during the year under review or at the end of the year, a material interest,
directly or indirectly, in any contract of significance with the Company or any of its subsidiaries.
WORLDSEC LIMITED
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DIRECTORS’ REPORT (CONTINUED)
Messrs Alastair Gunn-Forbes, Mark Chung Fong and Martyn Stuart Wells have served on the Board
for more than nine years. (In accordance with Provision 10 of the UK Corporate Governance Code on
corporate governance published in January 2024 by the Financial Reporting Council of the United
Kingdom (the “Code”), Messrs Alastair Gunn-Forbes, Mark Chung Fong and Martyn Stuart Wells
retired by rotation and were re-elected to office by separate resolutions passed at the Annual General
Meeting held on 11 September 2025). During the past ten-year period, however, none of them has had
any major interest in the issued share capital of the Company, has been an employee or involved in the
daily management of any of the Group companies, or has had any material relationship with any of the
Group companies or any of the major shareholders or managers of any such companies other than
being a member of the Board. Accordingly, the Board has determined that their independence and
objectivity have not been impaired and that they will therefore be able to continue to act independently
in character and judgement.
At the Annual General Meeting held on 29 September 2014, shareholders approved the inclusion of
the Group’s non-executive directors as eligible participants of the Worldsec Employee Share Option
Scheme 1997 (the “Option Scheme”), which was revised on 24 September 2014. As explained in the
2014 annual report of the Company, the reason for such inclusion was to enable the Group to reward
its non-executive directors for their commitments to the Company beyond the nominal annual fees that
the Group could afford to pay during its development stage. Accordingly, and in accordance with
Provision 10 of the Code, given that such circumstances have basically remained unchanged as the
Group has yet to make a profit on a consistent basis under an era marked by a challenging
environment, the Board has determined that the participation of Messrs Alastair Gunn-Forbes, Mark
Chung Fong, Martyn Stuart Wells and Stephen Lister d’Anyers Willis in the Option Scheme will not
affect their ability to act independently in character and judgement.
Apart from the Option Scheme, the Group also operates a bonus scheme (the “Bonus Scheme”), which
was approved by shareholders at the Special General Meeting held on 30 August 2013. All directors
and employees of the Group are eligible to participate in the Bonus Scheme. Up to 20 per cent. of the
operating profit, before payment of tax, of the Group in each financial year (the “Bonus Pool”) may be
employed in paying bonuses to directors and the Group’s employees at the discretion of the
Remuneration Committee. In making decisions on the award of bonuses, the Remuneration Committee
takes into consideration an individual’s overall performance and contribution to the business of the
Group. Award of bonuses are entirely discretionary and the Remuneration Committee may elect to
award only part of the Bonus Pool if the Remuneration Committee sees fit. No director or employee of
the Group is contractually entitled to a share of the Bonus Pool, and the Bonus Pool may be awarded
in its entirety to a single director or employee should the Remuneration Committee so resolve.
DIRECTORS’ INTERESTS
The interests of the individuals who were directors during the year under review in the issued share
capital of the Company, including the interests of persons connected with a director (within the
meaning of Sections 252, 253 to 255 of the United Kingdom Companies Act 2006 as if the Company
were incorporated in England), the existence of which was known to, or could with reasonable
diligence be ascertained by, that director, whether or not held through another party, were as follows:
At 1 January 2025
At 31 December 2025
No. of shares
No. of shares
Alastair Gunn-Forbes
45,000
45,000
Henry Ying Chew Cheong (Note)
11,722,620
11,722,620
Mark Chung Fong
Nil
Nil
Ernest Chiu Shun She
550,095
550,095
Martyn Stuart Wells
Nil
Nil
Stephen Lister d’Anyers Willis
16,000
16,000
WORLDSEC LIMITED
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DIRECTORS’ REPORT (CONTINUED)
Note:
Mr Henry Ying Chew Cheong (“Mr Cheong”) wholly owns HC Investment Holdings Limited (“HCIH”).
HCIH beneficially owned 20,000,000 ordinary shares of US$0.001 each in the Company at 1 January 2025
and 31 December 2025, respectively.
In total, Mr Cheong and his associates were the legal and beneficial owners of 31,722,620 ordinary shares of
US$0.001 each in the Company, representing 37.3% of the Company’s issued share capital, at 1 January 2025
and 31 December 2025, respectively. The Company and Mr Cheong entered into a relationship agreement on
2 August 2013 (the “Relationship Agreement”). Pursuant to the Relationship Agreement, Mr Cheong has
agreed to exercise his rights as a shareholder at all times, and to procure that his associates exercise their
rights, so as to ensure that the Company is capable of carrying on its business independently of Mr Cheong or
any control which Mr Cheong or his associates may otherwise be able to exercise over the Company.
Moreover, Mr Cheong has undertaken to ensure, so far as he is able to, that all transactions, relationships and
agreements between Mr Cheong or his associates and the Company or any of its subsidiaries are on arms’
length terms on a normal commercial basis. Mr Cheong and the Company have also agreed, among other
things, that he will not participate in the deliberations of the Board in relation to any proposal to enter into any
commercial arrangements with Mr Cheong or his associates.
At 1 January 2025
At 31 December 2025
No. of share options
No. of share options
Alastair Gunn-Forbes (Notes i)
850,000
350,000
Henry Ying Chew Cheong (Notes i)
850,000
350,000
Mark Chung Fong (Notes i)
850,000
350,000
Ernest Chiu Shun She (Notes i)
850,000
350,000
Martyn Stuart Wells (Notes i)
850,000
350,000
Stephen Lister d’Anyers Willis (Note ii)
350,000
350,000
Note: (i)
350,000 of the share options granted to Messrs Alastair Gunn-Forbes, Henry Ying Chew Cheong, Mark
Chung Fong, Ernest Chiu Shun She and Martyn Stuart Wells on 29 May 2019 entitle the holders to subscribe
on a one for one basis new ordinary shares of US$0.001 each in the Company at an exercise price of
US$0.034 per share. These share options vested six months from the date of grant and were then exercisable
within a period of 9.5 years. The 500,000 share options previously granted to the same directors on 1
December 2015 at an exercise price of US$0.122 per share lapsed on 1 December 2025 following the expiry
of the exercise period.
(ii)
350,000 of the share options granted to Mr Stephen Lister d’Anyers Willis on 20 February 2023 entitle the
holder to subscribe on a one for one basis new ordinary shares of US$0.001 each in the Company at an
exercise price of US$0.034 per share. These share options vested six months from the date of grant and were
then exercisable within a period of 9.5 years.
Save as disclosed above, none of the above-named directors had an interest, whether beneficial or non-
beneficial, in any shares or debentures of any Group companies at the beginning or at the end of the
year under review. Save as disclosed above, none of the above-named directors, or members of their
immediate families, held, exercised or were awarded any right to subscribe for any shares or
debentures of any Group companies during the year.
The Board confirms that (i) the Company has complied with the independence provisions set out in the
Relationship Agreement since it was entered into; and (ii) so far as the Company is aware, Mr Henry
Ying Chew Cheong and his associates have complied with the independence provisions set out in the
Relationship Agreement since it was entered into.
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DIRECTORS’ REPORT (CONTINUED)
DIRECTORS’ REMUNERATION
The remuneration of the directors for the year ended 31 December 2025 was as follows:
Fees
Share-based
payment expenses
Other
emoluments
Total
US$’000
US$’000
US$’000
US$’000
Alastair Gunn-Forbes
13.5
-
-
13.5
Henry Ying Chew Cheong
13.5
-
-
13.5
Mark Chung Fong
13.5
-
-
13.5
Ernest Chiu Shun She
13.5
-
-
13.5
Martyn Stuart Wells
13.5
-
-
13.5
Stephen Lister d’Anyers Willis
13.5
-
-
13.5
81.0
-
-
81.0
PROVIDENT FUND AND PENSION CONTRIBUTIONS FOR DIRECTORS
During the year under review, there was no provident fund and pension contributions for the directors.
LETTERS OF APPOINTMENT/SERVICE CONTRACTS
Messrs Alastair Gunn-Forbes, Mark Chung Fong and Martyn Stuart Wells, each has entered into a
letter of appointment with the Company dated 28 November 2017, and Mr Stephen Lister d’Anyers
Willis has entered into a letter of appointment with the Company dated 3 June 2019, to serve as non-
executive director. Each of them is entitled to a fee of £10,000 per annum. The appointment may be
terminated on one-month notice in writing.
Messrs Henry Ying Chew Cheong and Ernest Chiu Shun She, each has entered into a letter of
appointment with the Company dated 2 August 2013 to serve as executive director. Each of them is
entitled to a fee of £10,000 per annum. The appointment may be terminated on not less than six-month
notice in writing.
All directors are eligible to participate in the Option Scheme under which share options may be
granted at the discretion of the Remuneration Committee. No share options were granted for the year
ended 31 December 2025.
All directors are eligible to participate in the Bonus Scheme under which bonuses may be granted at
the discretion of the Remuneration Committee. No bonuses were recommended for the year ended 31
December 2025.
Save as disclosed above, there are no existing or proposed letters of appointment or service contracts
between any of the directors and the Company or any of its subsidiaries which cannot be determined
without payment of compensation (other than any statutory compensation) within one year.
MAJOR INTERESTS IN SHARES
At 19 March 2026, the Company was aware of the following direct or indirect interests representing
5% or more of the Company’s issued share capital:
WORLDSEC LIMITED
Page 18
DIRECTORS’ REPORT (CONTINUED)
No. of shares
Percentage of
issued share capital
HC Investment Holdings Limited (Note i)
20,000,000
23.5%
Yue Wai Keung
4,837,500
5.7%
Luis Chi Leung Tong
5,000,000
5.9%
Henry Ying Chew Cheong
11,722,620
13.8%
Aurora Nominees Limited (Note ii)
18,750,000
22.1%
Vidacos Nominees Limited (Note ii)
5,503,034
6.5%
Notes: (i)
Mr Cheong is the legal and beneficial owner of the entire issued share capital of HCIH.
(ii)
Aurora Nominees Limited and Vidacos Nominees Limited act as custodians for their customers, to whom
they effectively pass all rights and entitlements, including voting rights.
INTERNAL CONTROL, RISK MANAGEMENT AND FINANCIAL REPORTING
The Board is responsible for establishing and maintaining appropriate systems of internal control and
risk management to safeguard the Group’s interests and assets. The control measures that have been
put in place cover key areas of operations, finance and compliance and aim to manage rather than
eliminate risks that are inherent in the running of the business of the Group. Accordingly, the Group’s
systems of internal control and risk management are expected to provide reasonable but not absolute
assurance against material misstatements, loss or fraud.
Among the control measures, the key steps that have been put in place include:
- the setting of the investment strategy and the approval of significant investment decisions of the
Group by the Board to ensure consistency with the investment objective and compliance with the
investment policy of the Company;
- the segregation of duties between the investment management and accounting functions of the
Group;
- the adoption of written procedures in relation to the operations of the bank accounts of the Group;
- the adoption of written procedures to deal with conflicts of interests and related party transactions;
- the maintenance of proper accounting records providing with reasonable accuracy at any time
information on the financial position of the Group;
- the review by the Board of the management accounts of the Group on a regular basis; and
- the engagement of external professionals to carry out company secretarial works for the Company
and to assist the Group on compliance issues.
The Board considers the identification, evaluation and management of the principal risks faced by the
Group under the changing environment to be an ongoing process and has kept under regular review the
effectiveness of the Group’s systems of internal control and risk management. The Board is satisfied
that the arrangements that have been put in place represent an appropriate framework to meet the
internal control and risk management requirements of the Group.
The Board ensures oversight of climate-related risks and opportunities, and through its board
meetings, aligns the Company’s investment strategy with emerging environmental challenges,
integrating climate considerations into investment decisions while holding senior management
accountable for assessing and addressing risks across assets. Strategically, the Company evaluates
climate impacts across short, medium and long-term horizons. Short-term risks include heightened
regulatory pressure on high-carbon investments, while medium-term challenges involve transition
risks such as evolving investor preferences toward sustainable assets. Over the long term, the focus
shifts to capitalising on opportunities in renewable energy, sustainable infrastructure and low-carbon
technologies to enhance returns and align with global net-zero objectives. Climate risks are managed
through scenario analysis, assessing impacts of 1.5°C and 2°C warming scenarios and prioritising
mitigation strategies.
WORLDSEC LIMITED
Page 19
WORLDSEC LIMITED
Page 20
DIRECTORS’ REPORT (CONTINUED)
PRINCIPAL RISKS AND UNCERTAINTIES
The Group adopts a risk management strategy that encompasses the proactive detection and
assessment of emerging risks. Its internal control and risk management framework is designed to be
dynamic and responsive with a view to enabling prompt adaption to new challenges and opportunities.
The process adopted by the Group for identifying emerging risks involves the monitoring and review
of the Group’s control measures and operating procedures and activities, the scanning of the
development and evolving trends across various sectors including the economic, political and
investment domains and the leveraging of industry information and insights relevant to the Group’s
operations. Potential threats identified are assessed, analysed and evaluated and, where appropriate,
mitigation measures, such as those described in the paragraphs below on pages 19 to 20, would be
implemented.
The Board receives updates on emerging risks and conducts regular review to ensure that the risk
management and mitigation efforts are effective and aligned with its oversight. The Audit Committee
also plays a crucial role, providing additional scrutiny and guidance on risk-related matters.
In the risk assessment undertaken, the Board has identified the principal risks and uncertainties that are
relevant to the Group which include:
Target market risk
Under the investment policy of the Company, the Group focuses on investing in small to medium
sized trading companies based mainly in the Greater China and South East Asian region.
Consequently, a severe economic downturn, heightened political uncertainties, escalating geopolitical
rivalries or disruptive international policy shifts negatively affecting these target markets could
seriously undermine the Group’s investments leading to substantial losses for the Group. This is a risk
factor beyond the Group’s control. Nevertheless, in line with the investment policy of the Company,
the Board would remain committed to investing in and maintaining a diversified portfolio in order to
spread the investment risk of the Group.
Investment opportunity risk
Notwithstanding the challenges in fundraising in recent years, the private equity sector continued to
hold abundant dry powder accumulated during the low interest rate era. A significant portion of these
funds was raised in 2022 and 2023, increasing the pressure on general partners to identify and commit
to appropriate investments. Against this backdrop, competition for quality deals is expected to remain
vigorous and intense. This would limit the availability of attractive opportunities for the Group.
However, the Company has maintained a broadened investment policy. This would offer greater
flexibility for the Group to make investment choices from a broader range of opportunities to achieve
the Company’s investment objective.
Key person risk
As the Group does not engage any external investment manager, the Board is responsible for
overseeing the Group’s investment management activities with frontline management duties delegated
to the executive directors. The Group is therefore heavily dependent on the executive directors’
abilities to identify and evaluate investment targets, execute and implement investment decisions,
monitor investment performance and execute and implement exit decisions. Both of the executive
directors, Messrs Henry Ying Chew Cheong and Ernest Chiu Shun She, have entered into a letter of
appointment with the Company with a termination clause of not less than six-month written notice.
Moreover, Mr Cheong is also the deputy chairman and a major shareholder beneficially holding a
substantial interest in the Company’s issued share capital.
WORLDSEC LIMITED
Page 21
DIRECTORS’ REPORT (CONTINUED)
Operational risks
The Group is exposed to various operational risks that are inherent in the running of its business,
including, among others, the failure to comply with the investment policy of the Company, the failure
to prevent misstatements, loss or fraud due to inadequacies in the Group’s internal operational
processes, and the failure to comply with applicable rules and regulations by the Group. As mitigating
measures, the Board has established and maintained systems of internal control and risk management
to safeguard the Group’s interests and assets, details of which are set out in the section headed
“Internal Control, Risk Management and Financial Reporting” on page 18.
Financial risks
The Group is exposed to a variety of financial risks, including market risks, credit risk and liquidity
risk, which arise from its operating and investment management activities. The Group’s management
of such risks is coordinated at the office of Worldsec Investment (Hong Kong) Limited, the principal
operating subsidiary of the Group, in close cooperation with the Board. Details of the Group’s
approach on financial risk management are described in note 5(b) to the consolidated financial
statements on pages 52 to 56.
VIABILITY STATEMENT
The directors have assessed the viability of the Company for the three years to 31 December 2028.
The directors consider that, for the purposes of this viability statement, a three-year period is
appropriate taking into account the Group’s investment horizon under its investment strategy. Besides,
there should unlikely be any significant change to most of the principal risks and uncertainties facing
the Group over the timeframe selected for the assessment.
In assessing the viability of the Company and its ability to meet liabilities as they fall due, the directors
have taken into consideration, among others:
- the investment strategy of the Group;
- the current position including the existing financial status and cost structure of the Group;
- the prospects of and the industry outlook for the Group;
- the economic, political and geopolitical factors that could adversely affect the Greater China and
South East Asian region, the primary target markets in which the Group focuses its investments;
and
- the potential adverse impact of the principal risks and uncertainties facing the Group and the
effectiveness of the mitigating measures that have been put in place, details of which are described
in the section headed “Principal Risks and Uncertainties” on pages 19 to 20.
The directors note, in particular, that the Group:
- has a liquid amount of unrestricted cash and bank balances;
- does not have any borrowings;
- does not have any commitments other than certain leases with modest lease liabilities; and
- has low operating expenses with a small but stable team under stringent cost control.
Accordingly, the directors are confident that the Company will be able to continue in operation and
meet its liabilities as they fall due over the assessment period.
WORLDSEC LIMITED
Page 22
DIRECTORS’ REPORT (CONTINUED)
GOING CONCERN
After making careful enquiries, the directors have formed a judgement, at the time of approving the
consolidated financial statements of the Company and its subsidiaries for the year ended 31 December
2025, that there was a reasonable expectation that the Group would have adequate resources to carry
out its operations for a period of at least twelve months from the date of approving the consolidated
financial statements. For this reason, the directors have adopted the going concern basis in preparing
the consolidated financial statements.
CORPORATE GOVERNANCE
As a company listed on the Main Market of the London Stock Exchange, its business is subject to the
principles contained in the Code, a copy of which is available on the website of the Financial
Reporting Council of the United Kingdom. The Board confirms that, throughout the accounting period
from 1 January to 31 December 2025, the Group complied with the relevant provisions of the Code,
apart from certain exceptions set out and explained below.
The Board, comprising a non-executive chairman, three non-executive directors and two executive
directors, is committed to maintaining a high standard of corporate governance. All non-executive
directors are considered by the Board to be independent of management and free from any business or
other relationship which could materially interfere with the exercise of their independent judgement.
All directors are able to take independent professional advice in furtherance of their duties, if
necessary.
The Board is responsible for establishing strategic directions and setting objectives for the Company
and making significant investment decisions and monitoring the performance of the Group. The
management is responsible for the day to day running of the Group’s operations.
The Board recognises the importance of a healthy corporate culture and its impact on the performance
and reputation of the Group. As a small organisation with a stable workforce, the Group has identified
and implemented a number of measures, including the monitoring and review of cultural metrics and
workplace behaviours as well as the gathering and collection of employee engagement feedback. The
Board from time to time discusses the outcomes of these measures to ensure that the Group’s corporate
culture is aligned with its core values and objectives.
The Board also recognises the importance of the contribution of the workforce of the Group. In this
connection, an incentive programme, including the Bonus Scheme, details of which are set out on page
15, and the Option Scheme, details of which are set out in note 25 to the consolidated financial
statements on pages 68 to 69, has been put in place. In addition, the Group’s approach to incentivising
its workforce extends beyond financial rewards. Embracing the evolving trends of the workplace, the
Group offers flexible working arrangements. This initiative supports work-life balance and has
improved employee satisfaction. Remote work, flexible working hours and compressed workweeks
allow staff members to tailor work schedules to fit their personal needs.
At the end of the period under review, the Company had not met the gender diversity targets of having
(i) at least 40% of the individuals on the Board to be women; and (ii) at least one of the senior
positions, including the chair, the chief executive, the senior independent director, or the chief
financial officer, on the Board to be held by a woman. On the other hand, three members of the Board
were Asian/Asian British.
Given the Group’s small-scale operations which have yet to achieve a track record of consistent
profitability, the Group has encountered difficulties in meeting the gender diversity targets as woman
candidates with appropriate experience and qualifications to fill board positions are highly sought-
after.
WORLDSEC LIMITED
Page 23
DIRECTORS’ REPORT (CONTINUED)
Since the end of the period under review, there have been no changes to the Board that have affected
the Company's ability to meet the gender diversity targets.
Table for reporting on gender identity or sex
Number of
Board
members
Percentage of
the Board
Number of senior
positions on the
Board (CEO, CFO,
SID and Chair)
Number in
executive
management
Percentage of
executive
management
Men
6
100
100
2
100
Women
0
0
0
0
0
Not specified /
prefer not to say
0
0
0
0
0
Table for reporting on ethnic background
Number of
Board members
Percentage
of the Board
Number of
senior positions
on the Board
(CEO, CFO,
SID and Chair)
Number in
executive
management
Percentage
of executive
management
White British or other
White (including minority-
white groups)
3
50
1
0
0
Mixed/Multiple Ethnic
Groups
0
0
0
0
0
Asian/Asian British
3
50
0
2
100
Black/African/Caribbean/
Black British
0
0
0
0
0
Other ethnic group,
including Arab
0
0
0
0
0
Not specified/ prefer
not to say
0
0
0
0
0
Board and executive management diversity data was collected directly from the directors and the
executive management through voluntary self-disclosures of their gender and ethnicity and was only
used for the purposes of preparing the information required to be disclosed under UKLR6.6.6R
(9) and (10) of the UKLR.
BOARD MEETING
The Board held four meetings during the year under review and the table below gives the attendance
record.
Director
Board Meeting
Alastair Gunn-Forbes
3/4
Henry Ying Chew Cheong
4/4
Ernest Chiu Shun She
4/4
Mark Chung Fong
4/4
Martyn Stuart Wells
2/4
Stephen Lister d’Anyers Willis
4/4
WORLDSEC LIMITED
Page 24
DIRECTORS’ REPORT (CONTINUED)
Although the Board notes the requirement for a Nomination Committee (Provision 17 of the Code) to
make recommendations to the Board on all new board appointments and to reassure shareholders of
the suitability of a chosen director, the Board considers that, due to its small size and limited level of
activities, it is not necessary to establish such a committee. The Board as a whole remains responsible
for ensuring that a transparent, formal and rigorous process would be followed for any future board
appointments, which would be made following a full review of the Board’s balance of skills,
experience, independence and knowledge. The Board is satisfied that appropriate succession planning
is in place for appointments to both the Board and senior management.
Again, due to its small size and limited level of activities, the Board has not appointed a senior
independent director and did not consider an annual self-evaluation to be required during the year
under review. The responsibilities normally rested with a senior independent director have been
reverted to the Board as a whole. These decisions will be re-considered annually by the Board.
The Board established both an Audit Committee and a Remuneration Committee upon the re-
activation of the Group’s business in 2013. Details of these committees are set out below.
AUDIT COMMITTEE
The Audit Committee held two meetings during the year under review and the table below gives the
attendance record.
Director
Audit Committee Meeting
Mark Chung Fong
2/2
Martyn Stuart Wells
2/2
Stephen Lister d’Anyers Willis
2/2
The Audit Committee is chaired by Mr Mark Chung Fong and its other current members are Messrs
Martyn Stuart Wells and Stephen Lister d’Anyers Willis. The Audit Committee is appointed by the
Board and the committee’s membership is comprised wholly of non-executive directors.
The terms of reference of the Audit Committee (copies of which are available at the Company’s
registered office and the Company’s website) generally follow, where applicable, those stated in the
provisions of the Code.
The Audit Committee meets a minimum of two times a year and may be convened at other times if
required. The responsibilities of the Audit Committee include, among others, the examination and
review of the Group’s risk management, internal financial controls and financial and accounting
policies and practices, as well as overseeing and reviewing the work of the Company’s external
auditor, their independence and the fees paid to them.
The Audit Committee has a formal process in place to assess the independence and effectiveness of the
external audit. This process includes an evaluation of the Company’s external auditor's compliance
with relevant ethical and independence guidelines, the robustness of their audit plan and the
thoroughness of their audit report. In assessing independence, the Audit Committee also considers the
tenure of the Company’s external auditor and their lead audit partner. In addition, feedback from the
management involved in the audit is solicited to gauge the effectiveness and impartiality of the
external audit process.
WORLDSEC LIMITED
Page 25
DIRECTORS’ REPORT (CONTINUED)
During the year under review, the activities undertaken by the Audit Committee in discharge of its
duties and functions included (i) the review and recommendation to the Board of the reappointment of
BDO Limited as the Company’s external auditor; (ii) the review and recommendation to the Board for
approval of the annual report of the Company and the consolidated financial statements of the
Company and its subsidiaries for the year ended 31 December 2024; and (iii) the review and
recommendation to the Board for approval of the interim report of the Company and the unaudited
consolidated financial statements of the Company and its subsidiaries for the six months ended 30
June 2025. In recommending the reappointment of BDO Limited, the Audit Committee has taken into
consideration, among others, BDO Limited’s independence, objectivity and terms of engagement.
Subsequent to the year end, the activities that have been undertaken by the Audit Committee in
relation to 2025 included (i) the review and recommendation to the Board of the annual report of the
Company and the consolidated financial statements of the Company and its subsidiaries for the year
ended 31 December 2025; (ii) the monitoring of the effectiveness of the Group’s risk management and
internal financial controls; and (iii) the assessment of the effectiveness of the external audit process
through feedback from the management involved in the audit and through interactions with and
observations and review of the level of audit services provided.
As the scale of the operations of the Group remains relatively insubstantial, the Board has decided and
the Audit Committee concurs that it would not be necessary or cost-effective to set up an internal audit
function. In the absence of an internal audit function, internal assurance is achieved through the
implementation of systems of internal controls and risk management, details of which are set out in the
section headed “Internal Control, Risk Management and Financial Reporting” on page 18. These
control measures are designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements. The Audit Committee also reviews both internal
assurance and external audit findings to ensure a cohesive approach to financial integrity and risk
management.
In connection with the review of the consolidated financial statements of the Company and its
subsidiaries for the year ended 31 December 2025, the Audit Committee has identified and reviewed
two issues which it considered significant and details on these matters are set out in the table below.
Significant Reporting Issue
Review and Assessment
Impairment review of the Group’s interests in
respect of its 50% owned joint venture, Oasis
Education – At 31 December 2025, the Group
had an equity interest of US$49,000 in and an
amount of US$257,000 due from Oasis
Education. These carrying amounts were
significant in the Group’s context and their
valuations were subject to judgements,
estimation uncertainties and assumptions.
The Audit Committee has (i) reviewed the
operational and financial performance and
the latest development of Oasis Education
and its subsidiary; and (ii) assessed the
assumptions underlying the cash flow
projection for Oasis Education and its
subsidiary as well as the reliability of such
projection by comparing relevant historic
budgets with actual results.
Valuation of investments classified as financial
assets at fair value through profit or loss
(“FVTPL”) categorised within level 3 of the fair
value hierarchy – At 31 December 2025, the
Group had interests in the ICBC Shipping Fund,
Animoca, ByteDance and Seyond (held through
the the unlisted Class A Participating Shares of
the Hermitage Fund Twelve), all of which were
accounted for as financial assets at FVTPL
categorised within the level 3 of the fair value
hierarchy, totalling US$4,047,000 and carried at
fair value. These carrying amounts were
significant in the Group’s context and their
valuations were subject to judgements,
estimation uncertainties and assumptions.
The Audit Committee has reviewed (i) the
operational and financial performance and
the latest development of the financial assets
at FVTPL categorised within level 3 of the
fair value hierarchy; and (ii) reviewed the
valuation findings prepared by the
management and discussed with the
management the methodologies, assumptions
and input parameters used in relation to such
valuation.
WORLDSEC LIMITED
Page 26
DIRECTORS’ REPORT (CONTINUED)
BDO Limited was appointed as the external auditor of the Company in February 2015, since when
audit services have not been tendered competitively. The Audit Committee has concluded that a
competitive tender of audit services is not necessary at this time, but acknowledges that circumstances
could arise where a competitive tender for audit services may be desirable. The performance of BDO
Limited as the Company’s external auditor will be kept under annual review, and if satisfactory, BDO
Limited will be recommended by the Audit Committee for reappointment. There are, however, no
contractual obligations that would restrict the Audit Committee’s choice of external auditor for the
Company.
As advised by the Audit Committee and concurred with by the Board, the annual report of the
Company and the audited consolidated financial statements for the year ended 31 December 2025,
taken as a whole, is fair, balanced and understandable and provides the information necessary for
shareholders to assess the Group’s position and performance, business model and strategy.
REMUNERATION COMMITTEE
In accordance with Provision 32 of the Code, the Company has set up a Remuneration Committee. The
Remuneration Committee held one meeting during the year under review and the table below gives the
attendance record.
Director
Remuneration Committee Meeting
Martyn Stuart Wells
1/1
Alastair Gunn-Forbes
1/1
Mark Chung Fong
1/1
Stephen Lister d’Anyers Willis
1/1
The Remuneration Committee is chaired by Mr Martyn Stuart Wells and its other current members are
Messrs Alastair Gunn-Forbes, Mark Chung Fong and Stephen Lister d’Anyers Willis. The
Remuneration Committee is appointed by the Board and the committee’s membership is comprised
wholly of non-executive directors.
The terms of reference of the Remuneration Committee (copies of which are available at the
Company’s registered office and the Company’s website) generally follow, where applicable, those
stated in the provisions of the Code. They provide for the Remuneration Committee to meet at least
two times a year. However, as the Group has a very small and stable workforce, the Remuneration
Committee did not consider it meaningful or necessary to hold more than one meeting during the year
under review.
The Remuneration Committee’s responsibilities include, among others, the evaluation of the
performance of the executive directors and senior staff, and the comparison of the Group’s
remuneration policy with similar organisations in the market to form the basis for the
recommendations to the Board to determine the remuneration packages, which may include the grant
of share options under the Option Scheme and the grant of bonuses under the Bonus Scheme, for
individual staff and director members.
In accordance with the Main Principle of Provision Q of the Code, no director has been involved in
deciding his own remuneration.
WORLDSEC LIMITED
Page 27
DIRECTORS’ REPORT (CONTINUED)
During the year under review, the activities undertaken by the Remuneration Committee in discharge
of its duties and functions included (i) the review of and recommendation to the Board to retain the
Group’s existing remuneration arrangements; and (ii) the recommendation to the Board not to award
any bonus or grant any share options following a review of the financial performance and position of
the Group. In reviewing the Group’s existing remuneration arrangements, the Remuneration
Committee noted the policy and structure of the remuneration for the executive directors
encompassing a low level of director’s fee enhanced by the entitlements to participate in the Bonus
Scheme and the Option Scheme which, in the opinion of the Remuneration Committee, was
appropriate given that the Group had yet to achieve consistent profitability.
WORLDSEC EMPLOYEE SHARE OPTION SCHEME 1997
The following table discloses the movements of the outstanding share options under the Option
Scheme during the year under review.
Number of options
Grantee
Exercisable
period
Balance
at 1
January
2025
Granted
during
the year
Exercise
d during
the year
Forfeited
during
the year
Lapsed
during the
year
Balance
at 31
December
2025
Exercise
price
per
share
(US$)
Directors
20 August
2023 to 19
February
2033
29
November
2019 to 28
May 2029
350,000
1,750,000
-
-
-
-
-
-
-
-
350,000
1,750,000
0.034
0.034
1 June 2016
to 30
November
2025
2,500,000
-
-
-
(2,500,000)
-
0.122
Employees
29
November
2019 to 28
May 2029
300,000
-
-
-
-
300,000
0.034
1 June 2016
to 30
November
2025
450,000
-
-
-
(450,000)
-
0.122
5,350,000
-
-
-
(2,950,000)
2,400,000
Further details relating to the granting of the share options are set out in note 25 to the consolidated
financial statements on pages 68 to 69.
WORLDSEC LIMITED
Page 28
DIRECTORS’ REPORT (CONTINUED)
RELATION WITH SHAREHOLDERS
Communication with shareholders is given high priority. Information about the Group’s activities is
provided in the annual report and the interim report of the Company which are sent to shareholders
each year and are available on the website of the Company. All shareholders are encouraged to attend
the Annual General Meeting at which directors are available for questions. Enquiries are dealt with in
an informative and timely manner. Directors, including non-executive directors, are also available to
meet with major shareholders on request.
EXTERNAL AUDITOR
The consolidated financial statements of the Company and its subsidiaries for the year ended 31
December 2025 have been audited by BDO Limited.
A resolution will be submitted to the next Annual General Meeting to reappoint BDO Limited as the
Company’s external auditor.
On behalf of the Board
Henry Ying Chew Cheong
Executive Director
27 April 2026
WORLDSEC LIMITED
Page 29
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
The directors are required under the Bermuda Companies Act 1981 to prepare consolidated financial
statements for each financial year. The directors acknowledge responsibility for the preparation of the
consolidated financial statements for the year ended 31 December 2025, which give a true and fair
view of the financial position of the Group as at the end of that financial year and of the financial
performance of the Group for that year and which provide the necessary information for shareholders
to assess the business activities and performance of the Group during that year. In preparing these
consolidated financial statements, the directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgements and estimates that are reasonable and prudent;
- state whether the consolidated financial statements have been prepared in accordance with
International Financial Reporting Standards as adopted by the European Union; and
- prepare the consolidated financial statements on a going concern basis unless it is
inappropriate to presume that the Group will continue in business.
The directors confirm that the above requirements have been met.
The directors are responsible for keeping proper accounting records which disclose with reasonable
accuracy at any time the financial position of the Group. They are also responsible for the Group’s
system of internal financial controls, for safeguarding the assets of the Group and hence for taking
reasonable steps for the prevention and detection of frauds and other irregularities.
The directors further confirm that, to the best of their knowledge and understanding, the chairman’s
statements on pages 1 to 2 and the directors’ report on pages 3 to 27 include a fair review of the
development and performance of the business and the position of the Company and its subsidiaries
taken as a whole together with a description of the principal risks and uncertainties that they face.
On behalf of the Board
Henry Ying Chew Cheong
Executive Director
27 April 2026
WORLDSEC LIMITED
Page 30
INDEPENDENT AUDITOR’S REPORT _______________________________________
TO THE MEMBERS OF WORLDSEC LIMITED
(incorporated in Bermuda with limited liability)
REPORT ON THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS
OPINION
We have audited the consolidated financial statements of Worldsec Limited (the “Company”) and its
subsidiaries (together the “Group”) set out on pages 34 to 70, which comprise the consolidated
statement of financial position as at 31 December 2025, and the consolidated statement of profit or
loss and other comprehensive income, the consolidated statement of changes in equity and the
consolidated statement of cash flows for the year then ended, and notes to the consolidated financial
statements, including material accounting policy information.
In our opinion, the consolidated financial statements present fairly, in all material respects, the
consolidated financial position of the Group as at 31 December 2025, and its consolidated financial
performance and its consolidated cash flows for the year then ended in accordance with IFRS
Accounting Standards as issued by the International Accounting Standards Board (“IFRS Accounting
Standards”) and adopted by the European Union.
BASIS FOR OPINION
We conducted our audit in accordance with International Standards on Auditing (“ISAs”). Our
responsibilities under those standards are further described in the “Auditor’s Responsibilities for the
Audit of the Consolidated Financial Statements” section of our report. We are independent of the
Group in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics
for Professional Accountants (the “IESBA Code”), as applicable to audits of financial statements of
public interest entities. We have also fulfilled our other ethical responsibilities in accordance with the
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 consolidated financial statements of the current period. These matters were addressed
in the context of our audit of the consolidated financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.
IMPAIRMENT ASSESSMENT OF INTEREST IN A JOINT VENTURE AND AMOUNT DUE
FROM A JOINT VENTURE
Refer to note 17 to the consolidated financial statements
The Group owns a 50% interest in a joint venture, Oasis Education Group Limited (“Oasis
Education”), which is accounted for using the equity method less any impairment loss. The interest in
this joint venture amounted to approximately US$49,000 as at 31 December 2025 and the Group’s
share of its losses amounted to approximately US$3,000 for the year then ended.
In addition, the Group has advanced an amount of approximately US$257,000 to Oasis Education as at
31 December 2025, which is subject to an impairment assessment by management.
The impairment assessment of investment in, and amount due from, Oasis Education is considered by
us as a key audit matter due to significant judgement made by management over the assumptions on
the future cash flows to be generated from the operation of Oasis Education.
WORLDSEC LIMITED
Page 31
INDEPENDENT AUDITOR’S REPORT (CONTINUED)
TO THE MEMBERS OF WORLDSEC LIMITED
(incorporated in Bermuda with limited liability)
KEY AUDIT MATTERS (CONTINUED)
IMPAIRMENT ASSESSMENT OF INTEREST IN A JOINT VENTURE AND AMOUNT DUE
FROM A JOINT VENTURE (CONTINUED)
Our response:
Our audit procedures in relation to this matter included:
Obtaining an update of the latest development of Oasis Education’s operation;
Assessing the financial performance of Oasis Education based on information provided by
management;
Evaluating management’s considerations of the impairment indicators of the investment in, and
the amount due from, Oasis Education;
Assessing the appropriateness of the management’s assumptions concerning the future cash flows
to be generated from the operation of Oasis Education; and
Assessing reliability of the joint venture’s forecast by comparing historical budget to actual
performance and obtaining explanations from management on any significant variances
identified.
FAIR VALUE MEASUREMENT OF INVESTMENTS CLASSIFIED AS FINANCIAL
ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS (“FVTPL”) CATEGORISED
WITHIN LEVEL 3 OF THE FAIR VALUE HIERARCHY
Refer to notes 5(c)(iii) and 18 to the consolidated financial statements
As at 31 December 2025, the Group held a number of financial assets at fair value through profit or
loss, with measurement categorised within the level 3 of the fair value hierarchy, totalling
approximately US$4,047,000.
The fair value determination of these financial assets at the end of the reporting period involves the
determination of appropriate valuation models as well as the selection of inputs and assumptions made
by management. Different valuation models, as well as inputs and assumptions applied may lead to a
significant change in the fair value of these financial assets.
We identified fair value determination of these financial assets as a key audit matter because it
involves a high degree of estimation uncertainty and judgement; and their aggregate carrying value is
material to the Group’s consolidated financial statements taken as a whole.
WORLDSEC LIMITED
Page 32
INDEPENDENT AUDITOR’S REPORT (CONTINUED)
TO THE MEMBERS OF WORLDSEC LIMITED
(incorporated in Bermuda with limited liability)
KEY AUDIT MATTERS (CONTINUED)
FAIR VALUE MEASUREMENT OF INVESTMENTS CLASSIFIED AS FINANCIAL
ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS CATEGORISED WITHIN
LEVEL 3 OF THE FAIR VALUE HIERARCHY (CONTINUED)
Our response:
Our audit procedures in relation to this matter included:
Assessing the appropriateness of valuation methodologies applied on the fair value determination
of these financial assets;
Evaluating the reasonableness and relevance of key inputs and assumptions used in the fair value
determination; and
Involving an auditor’s expert to assist our assessment on the appropriateness of the valuation
methodologies and reasonableness of key inputs and assumptions used in the fair value
determination.
OTHER INFORMATION IN THE ANNUAL REPORT
The directors are responsible for the other information. The other information comprises the
information included in the Company’s annual report, but does not include the consolidated financial
statements and our auditor’s report therein.
Our opinion on the consolidated 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 consolidated financial statements, our responsibility is to read the
other information and, in doing so, consider whether the other information is materially inconsistent
with the consolidated 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.
DIRECTORS’ RESPONSIBILITIES FOR THE CONSOLIDATED FINANCIAL STATEMENTS
The directors are responsible for the preparation and fair presentation of these consolidated financial
statements in accordance with IFRS Accounting Standards as adopted by the European Union, and for
such internal control as the directors determine is necessary to enable the preparation of consolidated
financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the directors are 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 the directors either intend to liquidate
the Group or to cease operations, or have no realistic alternative but to do so.
The directors are also responsible for overseeing the Group’s financial reporting process. The audit
committee of the Company (the “Audit Committee”) assists the directors in discharging their
responsibility in this regard.
WORLDSEC LIMITED
Page 33
INDEPENDENT AUDITOR’S REPORT (CONTINUED) __________________________
TO THE MEMBERS OF WORLDSEC LIMITED
(incorporated in Bermuda with limited liability)
AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL
STATEMENTS
Our objectives are to obtain reasonable assurance about whether the consolidated 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. This report is made solely to you, as a body, in accordance with
Section 90 of the Bermuda Companies Act 1981, and for no other purpose. We do not assume
responsibility towards or accept liability to any other person for the contents of this report.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with ISAs 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
consolidated financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgement and maintain
professional skepticism throughout the audit. We also:
identify and assess the risks of material misstatement of the consolidated 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 the directors.
conclude on the appropriateness of the directors’ 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 consolidated financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions
may cause the Group to cease to continue as a going concern.
evaluate the overall presentation, structure and content of the consolidated financial statements,
including the disclosures, and whether the consolidated financial statements represent the
underlying transactions and events in a manner that achieves fair presentation.
plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the
financial information of the entities or business units within the group as a basis for forming an
opinion on the group financial statements. We are responsible for the direction, supervision and
review of the work performed for the purposes of the group audit. We remain solely responsible
for our audit opinion.
WORLDSEC LIMITED
Page 34
INDEPENDENT AUDITOR’S REPORT (CONTINUED) __________________________
TO THE MEMBERS OF WORLDSEC LIMITED
(incorporated in Bermuda with limited liability)
AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL
STATEMENTS (CONTINUED)
We communicate with the Audit Committee 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 Audit Committee 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, actions
taken to eliminate threats or safeguards applied.
From the matters communicated with the directors, we determine those matters that were of most
significance in the audit of the consolidated 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 REGULATORY REQUIREMENTS
Under the UK Listing Rules of the Financial Conduct Authority in the United Kingdom (the “Listing
Rules”), we are required to review the part of the Corporate Governance Statement relating to the
Company’s compliance with the provisions of the UK Corporate Governance Code specified for our
review in accordance with UKLR6.6.20R(2). We have nothing to report arising from our review.
BDO Limited
Certified Public Accountants
CHAU, Ho Kit
Practising Certificate Number P08363
Hong Kong, 27 April 2026
WORLDSEC LIMITED
Page 35
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
Year ended 31 December
Notes | 2025 | 2024 | |
US$’000 | US$’000 | ||
Revenue | 7 | ||
Other income, gains and losses, net | 9 | ||
Staff costs | 10 | ( | ( |
Other expenses | ( | ( | |
Finance costs | 11 | ( | ( |
Share of losses of a joint venture | 17 | ( | ( |
Profit/(loss) before income tax expense | 12 | ( | |
Income tax expense | 13 | ||
Profit/(loss) for the year | ( | ||
Other comprehensive income, net of income tax | |||
Items that may be reclassified subsequently to profit or loss: | |||
Share of other comprehensive income of a joint venture | 17 | ( | |
Other comprehensive income for the year, net of income tax | ( | ||
Total comprehensive income for the year | ( | ||
Profit/(loss) for the year attributable to: | |||
Owners of the Company | ( | ||
Total comprehensive income for the year | |||
attributable to: | |||
Owners of the Company | ( | ||
Earnings/(loss) per share – basic and diluted | 14 | US | (US |
The accompanying notes form an integral part of these consolidated financial statements.
WORLDSEC LIMITED
Page 36
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
Notes | 2025 | 2024 | |
US$’000 | US$’000 | ||
Non-current assets | |||
Property, plant and equipment | 16 | ||
Interest in a joint venture | 17 | ||
Financial assets at fair value through profit | |||
or loss | 18 | ||
Right-of-use assets | 19 | ||
Current assets | |||
Other receivables | |||
Deposits and prepayments | |||
Financial assets at fair value through profit | |||
or loss | 18 | ||
Amount due from a joint venture | 17 | ||
Cash and cash equivalents | 21 | ||
Current liabilities | |||
Other payables and accruals | 22 | ||
Lease liabilities | 19 | ||
Net current assets | |||
Non-current liability | |||
Lease liabilities | 19 | ||
Net assets |
WORLDSEC LIMITED
Page 37
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2025
Notes | 2025 | 2024 | |
US$’000 | US$’000 | ||
Capital and reserves | |||
Share capital | 23 | ||
Reserves | 24 | ||
Total equity |
The consolidated financial statements on pages 34 to 70 were approved and authorised for issue by the
Board of Directors on 27 April 2026 and signed on its behalf by:
Alastair Gunn-Forbes
Director
Henry Ying Chew Cheong
Director
The accompanying notes form an integral part of these consolidated financial statements.
WORLDSEC LIMITED
Page 38
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
Equity attributable to owners of the Company
Foreign
Contri-
Share
currency
Share | Share | buted | option | translation | Special | Accumulated | ||
capital | premium | surplus | reserve | reserve | reserve | losses | Total | |
US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | |
(note 23) | (note 24) | (note 24) | (note 24) | (note 24) | (note 24) | (note 24) | ||
Balance at 1 January 2024 | ( | ( | ||||||
Loss for the year | ( | ( | ||||||
Other comprehensive income | ||||||||
for the year | ||||||||
Share of other comprehensive income of a joint venture (note 17) | ( | ( | ||||||
Total comprehensive income for the year | ( | ( | ( | |||||
Balance as at 31 December | ||||||||
2024 and 1 January 2025 | ( | ( | ||||||
Profit for the year | ||||||||
Other comprehensive income | ||||||||
for the year | ||||||||
Share of other comprehensive income of a joint venture (note 17) | ||||||||
Total comprehensive income for the year | ||||||||
Lapse of share option (note | ||||||||
25) | ( | |||||||
Balance at 31 December | ||||||||
2025 | ( | ( |
The accompanying notes form an integral part of these consolidated financial statements.
WORLDSEC LIMITED
Page 39
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
Year ended 31 December
Notes | 2025 | 2024 | ||
US$‘000 | US$‘000 | |||
Cash flows from operating activities | ||||
Profit/(loss)before income tax expense | ( | |||
Adjustments for: | ||||
Bank interest income | 9 | ( | ( | |
Depreciation of right-of-use assets | 12 | |||
Interest on lease liabilities | 11 | |||
Share of losses of a joint venture | 17 | |||
Net realised and unrealised gains on financial assets | ||||
at fair value through profit or loss | 9 | ( | ( | |
Operating profit/(loss) before working capital | ( | |||
changes | ||||
Decrease/(increase) in deposits and prepayments | ( | |||
(Increase)/decrease in other receivables | ( | |||
Increase in other payables and accruals | ||||
Net cash generated from/(used in) operating | ||||
activities | ( | |||
Cash flows from investing activities | ||||
Investment in financial assets at fair value through profit or loss | ( | ( | ||
Proceeds | from disposal of financial assets at fair | |||
value through profit or loss | ||||
Bank interest income received | ||||
Net cash generated from/(used in) investing activities | ( | |||
Cash flows from financing activities | ||||
Repayment of principal portion of lease liabilities | 28 | ( | ( | |
Repayment of interest portion of lease liabilities | 28 | ( | ( | |
Net cash used in financing activities | ( | ( | ||
Net increase/(decrease) in cash and cash | ||||
equivalents | ( | |||
Cash and cash equivalents at the beginning of the year | ||||
Cash and cash equivalents at the end of the year |
The accompanying notes form an integral part of these consolidated financial statements.
WORLDSEC LIMITED
Page 40
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
WORLDSEC LIMITED
Page 41
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2. APPLICATION OF NEW AND REVISED IFRS ACCOUNTING STANDARDS
(CONTINUED)
Amendments to IFRS Accounting | Annual Improvements to IFRS Accounting |
Standards | Standards – Volume 11 1 |
Amendments to IFRS 9 and IFRS 7 | Classification and Measurement of Financial |
Instruments 1 | |
Amendments to IFRS 9 and IFRS 7 | Contracts Referencing Nature - dependent |
Electricity 1 | |
IFRS 18 | Presentation and Disclosure Financial Statements 2 |
WORLDSEC LIMITED
Page 42
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
3. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
WORLDSEC LIMITED
Page 43
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
3. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
WORLDSEC LIMITED
Page 44
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
3. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
WORLDSEC LIMITED
Page 45
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
3. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
WORLDSEC LIMITED
Page 46
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
3. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
Taxation (Continued)
WORLDSEC LIMITED
Page 47
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
3. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
Financial instruments (Continued)
(i) Financial assets (Continued)
WORLDSEC LIMITED
Page 48
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
3. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
Financial instruments (Continued)
(ii) Impairment loss on financial assets (Continued)
WORLDSEC LIMITED
Page 49
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
3. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
Financial instruments (Continued)
(ii) Impairment loss on financial assets (Continued)
WORLDSEC LIMITED
Page 50
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
3. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
Financial instruments (Continued)
WORLDSEC LIMITED |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 3. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED) |
(i) The entity and the Group are members of the same group (which means that each |
parent, subsidiary and fellow subsidiary is related to the others); |
(ii) One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other entity is a member); |
(iii) Both entities are joint ventures of the same third party; |
(iv) One entity is a joint venture of a third entity and the other entity is an associate of the third entity; |
(v) The entity is a post-employment benefit plan for the benefit of the employees of the Group or an entity related to the Group; |
(vi) The entity is controlled or jointly controlled by a person identified in (a); |
(vii) A person identified in (a)(i) has significant influence over the entity or is a member of key management personnel of the entity (or of a parent of the entity); |
or (viii) The entity, or any member of a group of which it is a part, provides key |
management personnel services to the Group or to the Company’s parent. |
Page 51 |
WORLDSEC LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 |
Page 52 |
WORLDSEC LIMITED
Page 53
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2025 | 2024 | |
US$’000 | US$’000 | |
Financial assets | ||
Financial assets at FVTPL | 4,427 | 4,450 |
Financial assets at amortised cost | 1,357 | 1,097 |
5,784 | 5,547 | |
Financial liabilities | ||
Financial liabilities at amortised cost | 260 | 212 |
WORLDSEC LIMITED
Page 54
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
5. FINANCIAL INSTRUMENTS (CONTINUED)
(b) Financial risk management objectives (Continued)
Market risks (Continued)
Liabilities | Assets | |||
2025 | 2024 | 2025 | 2024 | |
US$’000 | US$’000 | US$’000 | US$’000 | |
GBP | 93 | 86 | 1 | 1 |
WORLDSEC LIMITED
Page 55
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
5. FINANCIAL INSTRUMENTS (CONTINUED)
(b) Financial risk management objectives (Continued)
Market risks (Continued)
(i) Foreign currency risk (Continued)
2025 | 2024 | |
US$’000 | US$’000 | |
Change in post-tax profit or loss for the year | ||
GBP/USD appreciated by 10% (USD depreciated) | (9) | (9) |
GBP/USD depreciated by 10% (USD appreciated) | 9 | 9 |
WORLDSEC LIMITED
Page 56
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
5. FINANCIAL INSTRUMENTS (CONTINUED)
(b) Financial risk management objectives (Continued)
WORLDSEC LIMITED
Page 57
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
5. FINANCIAL INSTRUMENTS (CONTINUED)
(b) Financial risk management objectives (Continued)
Liquidity risk (Continued)
Level 1: determining fair value measurements are categorised into different levels based on how observable the inputs used in the valuation technique utilised are (the “Fair Value | Quoted prices (unadjusted) in active markets for identical assets or liabilities; Hierarchy”): | |
Level 2: | Inputs other than quoted prices included within level 1 that are observable for | |
the assets or liabilities, either directly (i.e. as prices) or indirectly (i.e. derived | ||
from prices); and | ||
Level 3: Inputs for the assets or liabilities that are not based on observable market data | (unobservable inputs). | |
WORLDSEC LIMITED
Page 58
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
5. FINANCIAL INSTRUMENTS (CONTINUED)
(c) Fair value of financial instruments (Continued)
WORLDSEC LIMITED
Page 59
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
5. FINANCIAL INSTRUMENTS (CONTINUED)
(c) Fair value of financial instruments (Continued)
2025 | ||||
Level 1 | Level 2 | Level 3 | Total | |
US$’000 | US$’000 | US$’000 | US$’000 | |
Listed investments | 380 | - | - | 380 |
Unlisted investments | - | - | 4,047 | 4,047 |
380 | - | 4,047 | 4,427 | |
2024 | ||||
Level 1 | Level 2 | Level 3 | Total | |
US$’000 | US$’000 | US$’000 | US$’000 | |
Listed investments | 427 | - | - | 427 |
Unlisted investments | - | - | 4,023 | 4,023 |
427 | - | 4,023 | 4,450 |
2025 | 2024 | |
US$’000 | US$’000 | |
At 1 January | 4,023 | 3,734 |
Disposal | - | - |
Fair value adjustment | 24 | 289 |
At 31 December | 4,047 | 4,023 |
WORLDSEC LIMITED
Page 60
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Year ended 31 December | ||
2025 | 2024 | |
US$’000 | US$’000 | |
Debt | 260 | 212 |
Cash and cash equivalents | (923) | (701) |
(663) | (489) | |
Equity attributable to owners of the Company | 5,658 | 5,434 |
Net debt to equity | 0% | 0% |
7. REVENUE
The Group had no revenue from contracts with customers as defined under IFRS 15 Revenue from
Contracts with Customers. An analysis of the Group’s revenue from other sources is as follows:
Year ended 31 December | ||
2025 | 2024 | |
US$’000 | US$’000 | |
Dividend income from financial assets at FVTPL | 724 | 118 |
8. SEGMENT INFORMATION
An operating segment is a component of the Group that is engaged in business activities from
which the Group may earn revenue and incur expenses, and is identified on the basis of the internal
management reporting information that is provided to and regularly reviewed by the Group’s chief
operating decision makers in order to allocate resources and assess performance of the segment. For
the years ended 31 December 2025 and 2024, the executive directors, who were the chief operating
decision makers for the purpose of resource allocation and assessment of performance, have
determined that the Group had only one single business component/reportable segment as the
Group was only engaged in investment holding. The executive directors allocated resources and
assessed performance on an aggregated basis. Accordingly, no segment information is presented.
WORLDSEC LIMITED
Page 61
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
8. SEGMENT INFORMATION (CONTINUED)
Year ended 31 December | ||
2025 | 2024 | |
US$’000 | US$’000 | |
Bank interest income | 6 | 28 |
Net realised and unrealised gains on financial assets at FVTPL | 84 | 391 |
Foreign exchange (loss)/gain, net | (2) | 11 |
88 | 430 |
10. STAFF COSTS
The aggregate staff costs (including directors’ remuneration) of the Group were as follows:
Year ended 31 December
2025
2024
US$’000
US$’000
Wages and salaries
278
272
Contributions to pension and provident fund
7
7
285
279
Compensation of key management personnel (included in the above amounts) was as follows:
Year ended 31 December | ||
2025 | 2024 | |
US$’000 | US$’000 | |
Directors’ fees | 81 | 75 |
11. FINANCE COSTS
Year ended 31 December | ||
2025 | 2024 | |
US$’000 | US$’000 | |
Interest on lease liabilities | 2 | 5 |
WORLDSEC LIMITED
Page 62
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Year ended 31 December | ||
2025 | 2024 | |
US$’000 | US$’000 | |
Auditor’s remuneration | 54 | 55 |
Depreciation of right-of-use assets | 61 | 65 |
13. INCOME TAX EXPENSE
No provision for income tax has been made as the Group did not generate any assessable profits
that were subject to United Kingdom Corporation Tax, Hong Kong Profits Tax or taxes in other
jurisdictions.
The tax charge for 2025 and 2024 can be reconciled to the profit/(loss) before income tax
expense per the consolidated statement of profit or loss and other comprehensive income as
follows:
Year ended 31 December | ||
2025 | 2024 | |
US$’000 | US$’000 | |
Profit/(Loss) before income tax expense | 215 | (55) |
Tax charge/(credit) calculated at Hong Kong Profits | ||
Tax rate of 16.5% (2024: 16.5%) | 35 | (9) |
Tax effect of non-deductible expenses | 47 | 47 |
Tax effect of non-taxable income | (133) | (90) |
Tax effect of estimated tax losses not recognised | 51 | 52 |
Tax charge for the year | - | - |
As at 31 December 2025, the Group had estimated tax losses arising in Hong Kong of
approximately US$2,485,000 (2024: US$2,181,000) that can be carried forward indefinitely
under Hong Kong tax law. No deferred tax asset has been recognised in respect of the unused
tax losses due to the unpredictability of future profit streams. No deferred tax asset has been
recognised in relation to the other deductible temporary differences of approximately
US$36,000 (2024: US$38,000) as it is not probable that taxable profits will be available against
which the deductible temporary differences can be utilised. The deductible temporary
differences can be carried forward indefinitely.
WORLDSEC LIMITED
Page 63
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Year ended 31 December | ||
2025 | 2024 | |
Profit/(Loss) for the year attributable to owners of the Company (US$’000) | 215 | (55) |
Number of shares | ||
Weighted average number of ordinary shares for the purposes of basic and diluted earnings/(loss) per | ||
share | 85,101,870 | 85,101,870 |
Earnings/(loss) – basic and diluted | US0.25 cent | US(0.06) cent |
Leasehold | |
improvements | |
US$’000 | |
Cost | |
At 1 January 2024, 1 January 2025 and 31 December 2025 | 69 |
Accumulated depreciation | |
At 1 January 2024, 1 January 2025 and 31 December 2025 | 69 |
Carrying amount | |
At 31 December 2024 | - |
At 31 December 2025 | - |
WORLDSEC LIMITED
Page 64
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2025 | 2024 | |
US$’000 | US$’000 | |
Unlisted investment, at cost | 257 | 257 |
Accumulated share of post-acquisition losses of the joint venture | (168) | (165) |
Accumulated share of post-acquisition other comprehensive income of the joint venture | (40) | (49) |
Share of net assets of the joint venture | 49 | 43 |
Amount due from the joint venture | 257 | 257 |
Country of | Proportion of | Paid-up | |||
incorporation | ownership | registered | Principal | ||
Name | and operation | interest | Capital | activities | |
Direct Indirect | |||||
Oasis Education Group Limited | Hong Kong | 50% | - | HK$4,000,000 | Investment |
奧偉詩教育集團有限公司 | holding | ||||
奧偉詩教育咨詢(深圳)有限公司 | The People’s | - | 50% | HK$5,000,000 | Provision of |
Republic | education | ||||
of China | consulting and | ||||
(the “PRC”) | support | ||||
services to | |||||
kindergartens | |||||
in the PRC |
WORLDSEC LIMITED
Page 65
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
17. INTEREST IN A JOINT VENTURE (CONTINUED)
2025 | 2024 | |
Results of the joint venture for the year | US$’000 | US$’000 |
Revenue | - | - |
Other income | - | - |
Expenses | (7) | (17) |
Loss for the year | (7) | (17) |
Other comprehensive income for the year | 19 | (19) |
Total comprehensive income for the year | 12 | (36) |
Share of losses of the joint venture for the year | (3) | (9) |
Share of other comprehensive income of the joint venture for the year | 9 | (9) |
Accumulated share of results of the joint venture | (168) | (165) |
2025 | 2024 | |
US$’000 | US$’000 | |
Non-current assets | - | - |
Current assets | 697 | 679 |
Non-current liabilities | - | - |
Current liabilities | (600) | (594) |
Net assets | 97 | 85 |
Included in the above amounts were: | ||
Cash and cash equivalents | 166 | 167 |
Depreciation and amortisation | - | - |
Interest income | - | - |
Interest expenses | - | - |
Current financial liabilities (excluding trade and other payables) | 600 | 594 |
Percentage of equity interest attributable to the Group | 50% | 50% |
Share of net assets of the joint venture | 49 | 43 |
WORLDSEC LIMITED
Page 66
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2025 | 2024 | |
US$’000 | US$’000 | |
Financial assets at FVTPL | ||
Listed investments, at fair value | 380 | 427 |
Unlisted investments, at fair value | 4,047 | 4,023 |
4,427 | 4,450 | |
Less: Current portion | (1,130) | (355) |
Non-current portion | 3,297 | 4,095 |
Office premises | ||
Right-of-use | Lease | |
assets | liabilities | |
US$’000 | US$’000 | |
As at 1 January 2024 | 113 | 125 |
Lease payments | - | (75) |
Depreciation charge | (65) | - |
Interest expenses | - | 5 |
As at 31 December 2024 and 1 January 2025 | 48 | 55 |
Lease modification | 97 | 97 |
Lease payments | - | (56) |
Depreciation charge | (61) | - |
Interest expenses | - | 2 |
As at 31 December 2025 | 84 | 98 |
Minimum lease | Present | ||
payments | Interest | value | |
US$’000 | US$’000 | US$’000 | |
Not later than one year | 68 | (3) | 65 |
Later than one year and not later than five | |||
years | 34 | (1) | 33 |
102 | (4) | 98 | |
Minimum lease | Present | ||
As at 31 December 2024 | payments | Interest | value |
US$’000 | US$’000 | US$’000 | |
Not later than one year | 56 | (1) | 55 |
WORLDSEC LIMITED
Page 67
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Proportion of | Proportion of | |||||
Country of | ownership | voting power | Principal | |||
Name | incorporation | interest | held | activities | ||
2025 | 2024 | 2025 | 2024 | |||
Worldsec Financial Services | The British | 100% | 100% | 100% | 100% | Investment |
Limited | Virgin | holding | ||||
Islands | ||||||
Worldsec Corporate Finance | The British | 100%* | 100%* | 100%* | 100%* | Inactive |
Limited | Virgin | |||||
Islands | ||||||
Worldsec Investment (Hong | Hong Kong | 100%* | 100%* | 100%* | 100%* | Investment |
Kong) Limited | holding | |||||
Worldsec Investment (China) | The British | 100%* | 100%* | 100%* | 100%* | Investment |
Limited | Virgin | holding | ||||
Islands |
2025 | 2024 | |
US$’000 | US$’000 | |
Bank balances | 430 | 296 |
Cash balances | 1 | 1 |
Time deposits with original maturity within three months | 492 | 404 |
923 | 701 |
2025 | 2024 | |
US$’000 | US$’000 | |
Other payables and accruals | 162 | 157 |
WORLDSEC LIMITED
Page 68
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Number of | Total | |
shares | US$’000 | |
Authorised: | ||
Ordinary shares of US$0.001 each At 1 January 2024, 1 January 2025 and 31 | ||
December 2025 | 60,000,000,000 | 60,000 |
Called up, issued and fully paid: | ||
Ordinary shares of US$0.001 each At 1 January 2024, 1 January 2025 and 31 | ||
December 2025 | 85,101,870 | 85 |
WORLDSEC LIMITED
Page 69
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Number of options | ||||||||
Balance at | Exercise | |||||||
Balance at | Granted | Exercised | Forfeited | Lapsed | 31 | price per | ||
Exercisable | 1 January | during the | during the | during the | during the | December | share | |
Grantee | period | 2025 | year | year | year | year 2025 | (US$) | |
Directors | 20 August | |||||||
2023 to 19 | ||||||||
February 2033 | 350,000 | - | - | - | - | 350,000 | 0.034 | |
29 November | ||||||||
2019 to 28 | ||||||||
May 2029 | 1,750,000 | - | - | - | - | 1,750,000 | 0.034 | |
1 June 2016 to | ||||||||
30 November | ||||||||
2025 | 2,500,000 | - | - | - | (2,500,000) | - | 0.122 | |
Employees | 29 November | |||||||
2019 to 28 | ||||||||
May 2029 | 300,000 | - | - | - | - | 300,000 | 0.034 | |
1 June 2016 to | ||||||||
30 November | ||||||||
2025 | 450,000 | - | - | - | (450,000) | - | 0.122 | |
5,350,000 | - | - | - | (2,950,000) | 2,400,000 |
WORLDSEC LIMITED
Page 70
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
25. SHARE-BASED PAYMENTS (CONTINUED)
Number of options | ||||||||
Exercise | ||||||||
Balance at | Granted | Exercised | Forfeited | Lapsed | Balance at | price per | ||
Exercisable | 1 January | during the | during the | during the | during the | 31 December | share | |
Grantee | period | 2024 | year | year | year | year 2024 | (US$) | |
Directors | 20 August | |||||||
2023 to 19 | ||||||||
February 2033 | 350,000 | - | - | - | - | 350,000 | 0.034 | |
29 November | ||||||||
2019 to 28 | ||||||||
May 2029 | 1,750,000 | - | - | - | - | 1,750,000 | 0.034 | |
1 June 2016 to | ||||||||
30 November | ||||||||
2025 | 2,500,000 | - | - | - | - | 2,500,000 | 0.122 | |
Employees | 29 November | |||||||
2019 to 28 | ||||||||
May 2029 | 300,000 | - | - | - | - | 300,000 | 0.034 | |
1 June 2016 to | ||||||||
30 November | ||||||||
2025 | 450,000 | - | - | - | - | 450,000 | 0.122 | |
5,350,000 | - | - | - | - | 5,350,000 |
WORLDSEC LIMITED
Page 71
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2025 | 2024 | |
US$’000 | US$’000 | |
Cash available on demand | 923 | 701 |
Lease liabilities | |
(note 19) | |
US$’000 | |
At 1 January 2024 | 125 |
Changes from cash flows: | |
Repayment of principal portion of lease liabilities | (70) |
Repayment of interest portion of lease liabilities | (5) |
Total changes from financing cash flows | (75) |
Other changes: | |
Interest on lease liabilities | 5 |
At 1 January 2025 | 55 |
Changes from cash flows: | |
Repayment of principal portion of lease liabilities | (54) |
Repayment of interest portion of lease liabilities | (2) |
Total changes from financing cash flows | (56) |
Other changes: | |
Interest on lease liabilities | 2 |
Lease Modification | 97 |
99 | |
At 31 December 2025 | 98 |
WORLDSEC LIMITED
Page 72
INVESTMENT POLICY
The Company will invest in small to medium sized trading companies, being companies, both start-
up/early stage growth and established, with a turnover typically up to US$20 million, based mainly in
the Greater China and South East Asian region, and thereby create a portfolio of minority investments
in such companies.
The Company’s investment objective is to achieve attractive investment returns through capital
appreciation on a medium to long term horizon. The Directors consider between 2 to 4 years to be
medium term and long term to be over 4 years. The Directors intend to build an investment portfolio
of small to medium sized companies based mainly in the Greater China and South East Asian regions.
The Company may also take advantage of opportunities to invest in companies in other jurisdictions,
such as the United Kingdom, which have close trading links with Greater China and South East Asia.
Investments will normally be in equity or preferred equity but if appropriate convertible loans or
preference shares may be utilised.
The Company has no intention to employ gearing, but reserves the right to gear the Company to a
maximum level of 25 per cent. of the last published net asset value of the Group should circumstances
arise where, in the opinion of the Directors, the use of debt would be to the advantage of the Company
and the Shareholders as a whole.
The investment portfolio will consist primarily of unlisted companies but the Directors will also
consider investing in undervalued listed companies, if and when such an opportunity arises. Where
suitable opportunities are identified, investment in companies considering a stock market listing at the
pre-initial public offering stage will be considered.
No more than 20 per cent. of the gross assets of the Group will be invested in any single investment.
The Directors consider that opportunities will arise to invest in investee companies by the issue of new
ordinary shares of the Company at a discount of no more than 10 per cent. of the mid market price at
the time of agreement of their issue in exchange for new equity, preferred equity or convertible
instrument in the investee company. Target sectors are financial services, consumer retail distribution,
natural resources and infrastructure but the Company will seek to take advantage of opportunities in
other sectors if these arise.
The Company’s portfolio in due course will comprise at least five different investee companies,
thereby reducing the potential impact of poor performance by any individual investment.
The Company does not intend to take majority interests in any investee company, save in
circumstances where the Company exercises any rights granted under legal agreements governing its
investment. Each investment by the Company will be made on terms individually negotiated with each
investee company, and the Company will seek to be able to exercise control over the affairs of any
investee company in the event of a default by the investee company or its management of their
respective obligations under the legal agreements governing each investment. Where appropriate, the
Company will seek representation on the board of companies in which it invests. Where board
representation is secured in an investee company, remuneration for such appointment will be paid to
the benefit of the Company thereby enhancing returns on the investment. There will be no intention to
be involved in the day to day management of the investee company but the skills and connections of
the board representative will be applied in assisting the development of the investee company, with the
intention of enhancing shareholder value. The Company will arrange no cross funding between
investee companies and neither will any common treasury function operate for any investee company;
each investee company will operate independently of each other investee company.
Where the Company has cash awaiting investment, it will seek to maximise the return on such sums
through investment in floating rate notes or similar instruments with banks or other financial
institutions with an investment grade rating or investment in equity securities issued by companies
which have paid dividends for each of the previous three years.
Any material change to the Investment Policy may only be made with the prior approval of the
Shareholders.
WORLDSEC LIMITED
Page 73
BIOGRAPHICAL NOTES OF THE DIRECTORS
The Board of Directors has ultimate responsibility for the Group’s affairs.
Brief biographical notes of the directors are set out below:
Alastair Gunn-Forbes - Non-Executive Chairman - aged 81
Mr Gunn-Forbes has been associated with Asian regional stock markets since 1973 when he was a
fund manager at Brown Shipley Ltd. Subsequently, he was a director of W I Carr, Sons & Co.
(Overseas) Ltd until 1985, since when he held directorships with other Asian securities firms in the
United Kingdom prior to joining the Group in 1993. Mr Gunn-Forbes is the Chairman of Opera
Holdings Limited, a recruitment company.
Henry Ying Chew Cheong - Executive Director and Deputy Chairman - aged 78
Mr Cheong holds a Bachelor of Science (Mathematics) degree from Chelsea College, University of
London and a Master of Science (Operational Research and Management) degree from Imperial
College, University of London.
Mr Cheong has over 40 years of experience in the securities industry. Mr Cheong and The Mitsubishi
Bank in Japan (now known as The Bank of Tokyo-Mitsubishi UFJ Ltd) founded the Worldsec Group
in 1991. In late 2002, Worldsec Group sold certain securities businesses to UOB Kay Hian Holdings
Limited and following that Mr Cheong became the Chief Executive Officer of UOB Asia (Hong Kong)
Ltd until early 2005. Prior to the formation of the Worldsec Group, Mr Cheong was a director of
James Capel (Far East) Ltd for five years with overall responsibility for Far East Sales. His earlier
professional experience includes 11 years with Vickers da Costa Limited in Hong Kong, latterly as
Managing Director.
Mr Cheong was a member of the Securities and Futures Appeals Tribunal and a member of the
Advisory Committee of the Securities and Futures Commission in Hong Kong (“SFC”) (from 2009-
2015). Mr Cheong was previously a member of Disciplinary Panel A of Hong Kong Institute of
Certified Public Accountants (from 2005-2011). He was a member of the Corporate Advisory Council
of the Hong Kong Securities Institute (from 2002-2009), a member of the Advisory Committee to the
SFC (from 1993-1999), a member of the board of directors of the Hong Kong Future Exchange
Limited (from 1994-2000), a member of GEM Listing Committee and Main Board Listing Committee
of Hong Kong Exchange and Clearing Limited (“HKEX”) (from May 2002-May 2006), a member of
Derivatives Market Consultative Panel of HKEX (from April 2000-May 2006), a member of the
Process Review Panel for the SFC (from November 2000-October 2006) and a member of the
Committee on Real Estate Investment Trust of the SFC (from September 2003-August 2006).
Mr Cheong is an Independent Non-Executive Director of CK Asset Holdings Limited, CK
Infrastructure Holdings Limited, New World Department Store China Limited, and Skyworth Group
Limited, all being listed companies in Hong Kong. Mr Cheong is also an Independent Director of BTS
Group Holdings Public Company Limited, being listed in Thailand. He was previously an
Independent Non-Executive Director of CNNC International Limited, Greenland Hong Kong
Holdings Limited, Hutchison Telecommunications Hong Kong Holdings Limited and TOM Group
Limited, all being listed companies in Hong Kong.
WORLDSEC LIMITED
Page 74
BIOGRAPHICAL NOTES OF THE DIRECTORS (CONTINUED)
Ernest Chiu Shun She - Executive Director – aged 65
Mr She is an investment banker with extensive experience in the field of corporate finance. In his
executive management roles at various investment banks and financial institutions, including UOB
Asia (Hong Kong) Limited and, notably, Worldsec Corporate Finance Limited, where he served a long
and dedicated tenure, Mr She has covered a broad and diverse range of financial advisory and
fundraising activities in the Asian regional equity markets.
Since rejoining the Group to assist in the reactivation of its business operations in 2013, Mr She has
been an Executive Director of the Company working on private equity investments.
Mr She has a deep-rooted and long-standing connection with the Worldsec group of companies, being
one of the co-founding team members at the time when the entities were established in the early 1990s.
For more than a decade that followed and until the disposal by the Group of certain securities
businesses to UOB Kay Hian Holdings Limited in 2002, Mr She held senior management positions at
Worldsec Corporate Finance Limited and Worldsec International Limited, with the main responsibility
of developing and overseeing the Group’s corporate finance activities.
Prior to his tenure at the Worldsec group of companies, Mr She was an Investment Analyst and an
Associate Director at James Capel (Far East) Limited, where he was primarily responsible for equity
research in the real estate sector.
Mr She graduated from the University of Toronto with a Bachelor of Applied Science degree in
Industrial Engineering and earned a Master of Science degree in Management Science specialising in
Operational Research from the Imperial College of Science and Technology. Mr She is a Chartered
Financial Analyst and a fellow of the Hong Kong Securities and Investment Institute.
From 2004 to 2010, Mr She acted as an Independent Non-Executive Director and as the Chairman of
the Audit Committee of New Island Printing Holdings Limited, a company listed on the Main Board
of The Stock Exchange of Hong Kong Limited.
Mark Chung Fong - Non-Executive Director - aged 74
Mr Fong was an Executive Director for China development of Grant Thornton International Ltd, a
corporation incorporated in England and had retired from Grant Thornton effective from 1 January
2014. He has more than 40 years’ experience in the accounting profession. Mr Fong obtained a
bachelor’s degree in science from the University College, London in August 1972 and a Master’s
degree in science from the University of Surrey in December 1973. He has been a Fellow of the
Institute of Chartered Accountants in England and Wales since January 1983 and a Fellow of the
Hong Kong Institute of Certified Public Accountants (“HKICPA”) since March 1986. He was the
President of the HKICPA in 2007. He has been appointed as the Chairman of the Audit Committee of
HKICPA from 2016 to January 2019 and has also served on the Council of the Institute of Chartered
Accountants in England and Wales from 2016 to 2018.
WORLDSEC LIMITED
Page 75
BIOGRAPHICAL NOTES OF THE DIRECTORS (CONTINUED)
Martyn Stuart Wells - Non-Executive Director – aged 81
Mr Wells was formerly an Executive Director of Citicorp International Limited and has over 30 years’
experience in the securities industry. In 1969 he joined Vickers da Costa, international stockbrokers.
He was involved in the fund management industry for 20 years and participated in the launch of
several country funds investing in the Asian region, serving as a director or as a member of the
investment advisory councils of several of those funds. He lived in Hong Kong for almost 28 years
and since 2000 has resided in England.
Stephen Lister d’Anyers Willis - Non-Executive Director – aged 71
Mr Willis is a financial services professional specialising in Asia and global investing. He has been
involved with Asia for over 35 years firstly with Standard Chartered Bank and subsequently with the
Asian specialist stockbroker, Vickers da Costa and a number of other investment banking firms.