XLON:WSL ESEF Annual Report
WORLDSEC LIMITED (XLON:WSL)
ESEF Annual Report
2025-04-29
For: 2024-12-31
View Original
Added on
October 02, 2026
WORLDSEC LIMITED
Annual Report for the year ended 31 December 2024
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
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 positio
n
35
Consolidated statement of chan
g
es in equit
y
37
Consolidated statement of cash flows 38
Notes to the consolidated financial statements 39
Investment polic
y
71
Bio
g
raphical notes of the directors 72
WORLDSEC LIMITED
Page 1
Chairman’s Statement
RESULTS AND REVIEW
For the year ended 31 December 2024, the audited consolidated loss of Worldsec Limited (the
“Company”) and its subsidiaries (together the “Group”) was US$55,000, compared with a profit of
US$58,000 in 2023. Loss per share were US0.06 cent (2023 earnings per share: US0.07 cent). Net
asset value per share was US6.4 cents (2023: US6.5 cents).
During the year ended 31 December 2024, there was a net positive change in the fair value of the
Group’s unlisted financial assets amounting to US$289,000. As at the end of 2024, cash and cash
equivalents amounted to US$701,000, compared with US$1.12 million as at the end of 2023. The
decline in cash and cash equivalents basically reflected the use of cash in operating and investment
activities.
Detailed discussion of the results and financial position of the Group is set out in the directors’ report
on pages 3 to 27.
PROSPECTS
Global economy remained resilient in 2024, estimated by the International Monetary Fund to have
grown at an annual rate of 3.2%. While the recovery trend from the COVID-19 pandemic and the era
of high inflation and elevated interest rates had been encouraging, the recovery has abruptly been
disrupted by a series of tariff measures introduced by the Trump Administration. On 2 April 2024,
leveraging national security powers, President Trump issued an executive order imposing a new round
of heightened and sweeping tariffs on goods imported from U.S. trading partners including, in
particular, China. The baseline rate was 10%. But there were also country-specific reciprocal tariffs
which, in the case of China, could rise up to 245% following the Chinese retaliatory responses. Tariff
revenue will, no doubt, provide a monumental source of income for the U.S. coffers, but they will
inevitably have serious repercussions that could lead to an unintended consequence of what could be a
prolonged period of economic uncertainty and volatility around the globe including the U.S.
The tariff policies under multiple executive orders issued by President Trump aim to reshore the U.S.
manufacturing industry and address the trade deficits of the U.S. with its trading partners. However,
the efficacy of the measures has raised serious concerns. Domestic production capability falling short
of local consumption needs, compounded by labour constraints in the U.S. for lower value-added
economic activities, necessitate reliance on imports, which have arguably been financed at favourably
distorted pricing thanks to the status of the U.S. dollars as the de facto global reserve currency. But the
tariffs, expected to cause substantial economic pain for the American consumers, are widely perceived
as a consumption tax hike that could push the U.S. economy to a depressed state. The reaction from
the stock and bond markets was a major sell-off with surging volatility, wiping out trillions of U.S.
dollars in stocks and Treasuries and setting in motion an outflow in American financial assets as
reflected by the U.S. dollar weakness. Should the outflow trend escalate into a full-blown exodus,
there could be far-reaching implications, limiting the U.S. government’s access to favourable rates to
finance its enormous borrowings.
WORLDSEC LIMITED
Page 2
Equally concerning was the Trump Administration's unilateral approach in initiating the tariffs, which
disregarded World Trade Organisation rules and sparked a tariff tantrum. This could reshape the
global trade order, accelerating economic fragmentation and deglobalisation, ultimately jeopardising
the long-term growth and well-being of the world economy. Perhaps because of the overwhelmingly
reproachful reaction from the financial markets, especially in the rout in Treasuries, the Trump
Administration has begun moderating its stance and rhetoric, indicating readiness to accept
concessions and reduce tariffs, even though the situation continues to be highly fluid with tariff policy
shifts occurring at an unprecedented pace. Moreover, whether successful negotiations on bilateral
deals with U.S. trading partners, China in particular, could be reached remains uncertain. Amid these
unsettling uncertainties, forecasting growth is a daunting task, requiring a multitude of assumptions
that could become inapt under the ephemeral tariff policy shifts. Nonetheless, the International
Monetary Fund has published a revised global economic growth forecast from 3.3% to 2.8% for 2025,
while the World Trade Organisation has sharply downgraded its 2025 global trade growth forecast
from a 2.7% expansion to a 0.2% contraction.
Prior to the disruptions triggered by the tariff policies of the Trump Administration, private equity
acquisition and exit activities rebounded in 2024, with total global deal volume rising by 22% to
US$1.7 trillion from US$1.3 trillion in 2023. The decline in interest rates helped narrow valuation
gaps, and reasonable discounts in valuation attracted investors to new investments. Improved market
conditions also provided exit opportunities, particularly for those private equity firms with large
investment portfolio inventories. However, the introduction of the tariffs poses new hurdles and
challenges. The momentum of the private equity market in 2024, although carried into early 2025, will
inevitably be disrupted. But with massive dry powder accumulated during the ultra-low interest rate
era, the large-capitalisation funds are expected to seize opportunities for bargain deals, particularly
from those needed to raise liquidity. Among industries, automobiles, machinery, industrial equipment
and chemicals are likely to be more affected, while technology, especially AI, services, healthcare and
renewables should be able to fare better. Given its longer-term investment horizon and holding power,
the private equity sector may be less impacted by the uncertainties associated with the tariff war
compared to the broader economy.
NOTE OF APPRECIATION
I wish to thank my fellow directors and staff for their efforts and contributions made during the year
ended 31 December 2024. 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
29 April 2025
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 2024.
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 loss of the Company and its subsidiaries for the year ended 31 December
2024 was US$55,000, compared with a profit of US$58,000 in 2023. Loss per share was US0.06 cent
(2023 earnings per share: US0.07 cent). The corresponding 2023 profit figures were substantially
boosted by the gain from the disposal of one of the Group’s investee companies. In the absence of any
meaningful disposal contribution, the loss for 2024 essentially represented operating expenses that
were partially offset by a net positive change amounting to US$289,000 in the fair value of the
Group’s unlisted financial assets under what was a mostly lacklustre investment climate in the Greater
China and South East Asian region.
During the year under review, the Group’s Investment in the ICBC Specialised Ship Leasing
Investment Fund (the “ICBC Shipping Fund”) continued to provide a stable return, generating
dividend income totalling US$96,000. In addition, there were dividends aggregated from its stock
market investment portfolio that amounted to US$22,000.
As at 31 December 2024, the net assets of the Group stood at US$5.43 million (2023: US$5.50
million). Net asset value per share was US6.4 cents (2023: US6.5 cents). Reflecting basically
the use
of cash in operating and investment activities, cash and cash equivalents declined to US$701,000 from
US$1.12 million a year ago.
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 2024 (2023: 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 six sectors,
namely shipping and maritime finance, gaming, blockchain and the Web3 economy, mobile app
platform technology, social e-commerce and 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 Ltd. (“ByteDance”), Dingdong (Cayman) Limited (“Dingdong”), Seyond
Holdings Ltd. (“Seyond”, formerly Innovusion Holdings Ltd.) and Oasis Education Group Limited
(“Oasis Education”), 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.
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 2024.
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 engaged in gamification and
blockchain activities with operations across three integrated business pillars comprising (i) Web3
businesses with native projects including Moca Network, Open Campus, Anichess, GAMEE, The
Sandbox, NEOM Web3 initiatives, as well as a regulated stablecoin venture in partnership with
Standard Chartered and HKT; (ii) digital asset advisory services including tokenomic advisory,
liquidity provisioning and institutional research for the Web3 space; and (iii) investment management
with a portfolio of crypto, blockchain and Web3 investments in over 540 companies including industry
leaders Pudgy Penguins, Yuga Labs, Axie Infinity, Polygon, Consensys, Magic Eden, OpenSea,
Dapper Labs, YGG, among many others. The Animoca group has broad industry and market
recognitions as winners in Fortune Crypto 40, and Financial Times’ High Growth Companies Asia-
Pacific, Top 50 Blockchain Game Companies and Deloitte Tech Fast.
After weathering and emerging from the harsh crypto winter marred by widespread sell-offs,
contagion concerns and frauds in the cryptosphere, the digital asset market and the Web3 economy
continued to improve during 2024. The improved environment had a positive impact on the operations
of the Animoca group. According to the unaudited financial information disclosed in the investor
update released by Animoca on 5 March 2025, bookings
1
of the Animoca group increased by 12% to
US$314 million for the year ended 31 December 2024, with contributions of US$110 million from
Web3 businesses, US$165 million from digital asset advisory services and US$39 million from
investment management. Operating expenses, on the other hand, decreased by 12% to US$217 million,
thanks to cost reduction efforts and deployment of new AI tools. As at 31 December 2024, cash and
stablecoin balances, digital assets and off-balance sheet token reserves
2
stood at US$293 million,
US$538 million and US$2.9 billion, respectively.
1
a non-IFRS measure commonly used in the gaming space to better represent the underlying business trend by
including deferred revenue
2
not classified as assets under IFRS
WORLDSEC LIMITED
Page 5
DIRECTORS’ REPORT (CONTINUED)
Certain recent business highlights of the Animoca group are set out below:
(i) Web3 Businesses
Moca Network
Moca Network is a chain-agnostic digital identity infrastructure project that provides one
universal account for a user’s assets, identity and reputation across multiple ecosystems, and
is powered by MOCA Coin, which serves as the utility token for data generation, storage,
verification for users, AI agents and decentralised autonomous organisation governance.
During the fourth quarter of 2024 and the first quarter of 2025, the Animoca group
announced a number of key Moca Network partnerships that included collaborations with
SYMBIOGENESIS, SK Planet, Plume and Soneium in various Web3, blockchain and digital
identity projects.
In November 2024, Animoca secured an extra US$10 million funding, in addition to the
previous financing of a total of US$31.88 million, to fast-track and scale Moca Network’s
operations.
Following the announcement of the partnership between Moca Network and SK Planet, one
of South Korea’s largest information and communication technology platforms, MOCA Coin
was listed on two major digital asset exchanges in South Korea, Upbit and Bithumb, in
December 2024.
Open Campus and TinyTap
Open Campus is a community-led decentralised autonomous organisation that operates an
on-chain education network and is backed by Animoca and TinyTap. TinyTap is a social
platform that enables the creation, sharing and monetisation of interactive educational games
and lessons.
In October 2024, Open Campus announced plans to enter the student finance sector and
tokenise the US$2.2 trillion student finance market. TinyTap also established the EDU
Scholarship Fund, providing students with up to US$1,000 in EDU credit usable on its
platform.
EDU is the governance and utility token used by Open Campus. The EDU token was listed
on Bullish exchange in December 2024.
The testnet campaign for Open Campus’ EDU Chain, a Layer3 blockchain built on Arbitrum
Orbit for education-focused apps and on-chain education finance, was launched in
September 2024 and ran through to January 2025, recording 2.3 million unique active
wallets and 116 million transactions and validating the technical readiness ahead of the
official release the mainnet in January 2025.
Anichess
Anichess is a Web3 chess-based strategy game developed in partnership between Animoca
and Chess.com, a leading global online chess platform.
In October 2024, Anichess launched the public alpha version that introduced player-versus-
player mode, AI training and four gameplay formats.
To strengthen its presence in the region, Anichess also teamed up with Yield Guild Games to
distribute the chess-based game in Southeast Asia, one of the top three markets in terms of
Anichess’ registered players,
GAMEE
GAMEE is a mobile gaming platform that focuses on onboarding a mass gaming audience to
Web3, serving over 100 million registered users with more than 10 billion gameplay sessions
across multiple ecosystems.
WORLDSEC LIMITED
Page 6
DIRECTORS’ REPORT (CONTINUED)
In December 2024, GAMEE announced the launch of GAMEE AdNetwork, a community-
owned tokenised advertising network powered by the GAMEE token, GMEE. GAMEE
AdNetwork leverages the vast reach of GAMEE with a view to redefining digital advertising
and ensuring value to be shared between advertisers and viewers. Viewers engage with
adverts are rewarded with in-game benefits and other ecosystem advantages. By the end of
2024, GAMEE AdNetwork had successfully executed a total of 17 advertising campaigns.
The Sandbox
The Sandbox is a decentralised metaverse where participants create, build, buy and sell
digital assets using Sand, the ERC-20 utility token based on the Ethereum blockchain.
The Alpha Season 4 of the Sandbox started on 9 October 2024 and lasted until 18 December
2024, featuring collaborations with over 40 global brands including Attack on Titan, Playboy,
The British Museum and The Smurfs. More than 580,000 unique players completed upwards
of 39 million quests, logging in a total in excess of 1 million gameplay hours.
(ii) Digital Asset Advisory Services
Over the course of 2024, the Animoca group provided digital asset advisory services to 21 Web3
projects, generating token advisory revenue totalling US$68 million. It also generated total sales
of US$97 million from market-making, treasury management, blockchain node operations and
yield-generating trading strategies.
(iii) Investment Management
In the fourth quarter of 2024, Animoca made a total of 12 new investments, bringing the total
number for the year to over 70. These investments cover more than 20 sectors, ranging from AI to
decentralized finance and gaming. Notable among them included 0G Labs, Cookie3, FLock,
MyShell, Talus and Igloo which is the parent company of the NFT project Pudgy Penguins.
Animoca, in particular, focused on the AI sector, acquiring liquid tokens from AI-themed projects
such as Virtuals, ai16z, Aixbt, Griffain and HeyAnon.
Key AI Initiatives
Apart from investing in the AI sector, Animoca has also forged partnerships with various AI-
centric entities. Its collaboration with Virtuals aims to accelerate the convergence of AI agent-
driven technology and gaming to enhance interactive gaming experiences. The partnership
between Animoca and FLock is envisaged to leverage Flock’s federated learning and AI training
infrastructure to develop decentralised models for blockchain applications. HeyAni, an AI-
powered venture capital agent incubated by Animoca and trained by Animoca’s investment and
research teams, plans to launch a platform where users can submit business proposals or token-
related inquiries to receive real-time AI-generated feedback.
Other Business Highlights
In late 2024, Animoca expanded its operational footprint in Hong Kong by opening a 28,000-
square-foot office facility in a prominent technology district on the southern side of Hong Kong
Island. This initiative reflects Animoca’s enduring confidence in Hong Kong’s potential as a
global hub for Web3 infrastructure and digital innovation.
In a general meeting of shareholders held on 23 December 2024, the appointment of Hall
Chadwick as the Animoca group’s auditor was approved. Hall Chadwick has experience in
accounting standards relevant to digital asset transactions and has the resources necessary to assist
Animoca in complying with financial reporting requirements.
WORLDSEC LIMITED
Page 7
DIRECTORS’ REPORT (CONTINUED)
ByteDance through the Homaer Asset Management Master Fund SPC (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.
ByteDance is an unlisted holding company of a technology group that operates a series of mobile app
platforms powered by AI across cultures and geographies. The ByteDance group has a portfolio of
products that are available in over 150 markets and 75 languages and that includes, among others,
Douyin, Toutiao, TikTok, Xigua Video, Helo, Lark and BytePlus.
ByteDance demonstrated resilient financial performance in 2024, outperforming its peers despite a
sluggish Chinese economy and amid persistent geopolitical challenges. Fuelled by Douyin’s
dominance in livestream e-commerce and TikTok’s expanding monetisation capabilities, the
ByteDance group was reported to have achieved a year-on-year increase of 29% in revenue.
International revenue growth surpassed domestic performance, surging 63% to US$39 billion to
account for 25% of total sales. Net profit was reported to have reached US$33 billion.
Capitalising on this financial foundation, ByteDance has prioritised AI ambitions at the core of its
strategic focus. The ByteDance group holds an exceptionally advantageous position, benefiting from a
staggering accumulation of data derived from a host of massive user bases associated with the mobile
apps it has successfully developed over the years. This big data trove is the linchpin to advancing the
AI ambitions of ByteDance.
During 2024, the ByteDance group allocated capital expenditure in AI-related research and
development amounting to US$11 billion, nearly the combined total of that of Baidu, Alibaba and
Tencent, as highlighted in a research note published by a major Chinese securities firm. Projections for
2025 indicate a doubling of AI-related capital spending to US$22 billion, targeting key investments in
computing infrastructure and advanced model development. Additionally, in complementing its
technical roadmap and to assuage geopolitical concerns, TikTok was reportedly planning to invest
US$8.8 billion in data centres in Thailand over the next five years.
Meantime, the ByteDance group continued to expand its AI product portfolio:
Powered by the Daubao large language model family (the “Doubao LLM Family”) and offering
capabilities ranging from creative content generation to enterprise-grade data analysis, Doubao AI
chatbot had attracted over 70 million monthly active users by December 2024, according to the
mobile Internet business intelligence service provider QuestMobile. Having been integrated into,
among others, Douyin and with a low cost of usage as well as a freemium access model, Doubao
AI chatbot has solidified its role as a gateway to the AI ecosystem of the ByteDance group.
The Doubao LLM Family, which has developed 12 specialised models designed to address
specific challenges, serves as the backbone of the AI infrastructure of the ByteDance group,
powering applications in natural language processing, speech synthesis and code generation. The
model framework has, through the utilisation of the Mixture-of-Experts machine learning
technique and hybrid precision training, introduced the ultra-sparse memory network technology
to reduce costs and improve training efficiency and inference speed. The newly enhanced flagship
version, Doubao 1.5 Pro, excels in AI reasoning and knowledge representation, particularly in
Chinese language tasks. The Doubao LLM Family has reportedly been integrated with eight of
the mainstream automotive brands and into more than 300 million smart devices in China with
usage surging 100-fold during the second half of 2024.
Developed by the ByteDance group, Trae is an AI-powered programming tool that enhances
coding efficiency through smart code generation, real-time task automation and workflow
streamlining and supports cross-language programming. The China-specific version, powered by
Doubao-1.5-Pro and launched in March 2025, became China’s first AI-native integrated
development environment software suite, excelling in context-aware debugging and regulatory-
compliant hybrid cloud deployment.
WORLDSEC LIMITED
Page 8
DIRECTORS’ REPORT (CONTINUED)
The AI commercialisation strategy of the ByteDance group has also evolved to start embracing
converged hardware-software ecosystems. The Ola Friend smart headphones, equipped with Doubao’s
real-time translation engine, achieves 150-millisecond bidirectional Mandarin-English latency, a delay
claimed to be less than that of Google Pixel Buds Pro, owing possibly to the use of localised
infrastructure rather than global cloud processing. On the other hand, even though the AI-powered
companion toy, Xianyanbao, has only been introduced by the ByteDance group as a gift item and has
yet to be officially launched as a commercial product, it has gained favourable publicity and popularity
for blending education, entertainment and companionship through interactive engagement and shows
good future market potential.
In pursuit of building a robust AI research foundation to navigate the evolving technological landscape
in the long term and to sustain long-term development and growth, Dr. Yonghui Wu, a veteran Google
researcher with expertise in, among others, machine learning and natural language processing, has
been appointed to lead the newly formed Seed Edge team at the ByteDance group. This marks a pivot
in the strategic direction of ByteDance to seek broader innovation goals. Separate from the division
that focuses on metric-driven product application development with a near-term contribution objective,
the Seed Edge team under the leadership of Dr. Yonghui Wu is set to concentrate on foundational and
theoretical artificial general intelligence research towards long-term intelligence optimisation that
could have far-reaching implications in the highly competitive technological landscape.
Aside from the AI business expansion, the ByteDance group continued to maintain a strong foothold
in the mobile app space. Douyin and TikTok became the first non-gaming apps generating an
aggregate of US$6 billion in annual gross in-app purchase revenue in 2024. This figure was more than
double that of any other app or game during the same period. In fact, the two platforms set a new
quarterly record, generating US$1.9 billion in gross in-app purchase revenue in the fourth quarter last
year.
Additionally, driven by strategic recalibrations and targeted global expansion efforts, the social e-
commerce segment of the ByteDance group also performed well in 2024. Domestically, Douyin e-
commerce recorded GMV of US$478 billion last year, representing a 35% year-on-year growth, as
revealed in the ByteDance group’s 2025 all-hands meeting. This performance solidified Douyin’s
position as China’s third-largest e-commerce platform, trailing only Alibaba’s Taotian Group and
PDD Holdings. Internationally, TikTok Shop achieved global non-China GMV of US$32.6 billion,
according to video commerce data analytics firm Tabcut.com. The U.S. was TikTok Shop’s largest
single-country market with a 28% GMV contribution. The South East Asian region, led by Indonesia,
Thailand and Vietnam, collectively accounted for 69% of global non-China GMV, cementing its role
in leading the expansion of TikTok Shop.
On the geopolitical front, TikTok remains a thorny subject in the U.S. On January 17 2025, the U.S.
Supreme Court upheld the constitutionality of the Protecting Americans from Foreign Adversary
Controlled Applications Act, authorising the TikTok ban unless ByteDance divests its U.S. operations
by January 20 2025. However, President Trump intervened on his first day in office by issuing an
executive order to delay the ban enforcement for 75 days, extending the enforcement date to April 5
2025. But the thorny situation, which was reportedly on the verge of a resolution, was abruptly further
complicated by a new round of heightened and sweeping tariff measures unveiled by the Trump
Administration against a host of trading partners including China. While President Trump issued a
second executive order on April 4 2025 for another enforcement delay until June 19 2025, TikTok was
unfortunately caught in middle of the trade war being used as a bargaining chip between the two
economic powerhouses. This became an added uncertainty for the
TikTok divestiture deal.
Nonetheless, TikTok maintains 170 million monthly active users in the U.S. and retained its position
as the U.S.’s second-most-downloaded app with 52 million downloads in 2024 according to Sensor
Tower. But because of the tariffs imposed on Chinese imports, sales of China-related platforms
including TikTop Shop in the U.S. have begun to fall as U.S. price-sensitive consumers perforce adjust
their shopping habits of low cost online purchasing ahead of the end of the tariff de minimis
exemption for items valued below US$800 on 2 May 2025.
WORLDSEC LIMITED
Page 9
DIRECTORS’ REPORT (CONTINUED)
From time to time, ByteDance conducts share buybacks from the employees of the ByteDance group.
In March 2025, the buyback offer was priced at $189.90 per share, valuing ByteDance at US$315
billion. Moreover, based on information contained in regulatory filings and estimates from various
sources, a number of major ByteDance investors have reportedly revalued ByteDance at more than
US$400 billion. Accordingly, an upward revaluation, albeit on a conservative basis, leading to a
positive change in the carrying value of the Group’s investment in ByteDance held through the
Homaer Fund has been recognised for the year ended 31 December 2024.
Dingdong
Subsequent to the listing of Dingdong on the New York Stock Exchange, the Group directly holds its
investment in the American depositary shares of Dingdong (the “Dingdong ADS”).
Dingdong is the holding company of an e-commerce group that operates a mobile app, Dingdong
Maicai, providing users and households with fresh groceries, prepared food and other food products
supported by a self-operated frontline fulfillment grid with over 40 regional processing centres and
more than 1000 frontline fulfillment stations on leased properties. The operations of the Dingdong
group cover 25 cities across China with a significant portion of revenue derived from the Yangtze
River Delta Megalopolis. The Dingdong group has also launched a series of private label products
spanning a variety of food categories mostly supported by self-operated production facilities.
During 2024, the Dingdong group achieved a significant financial breakthrough with both non-GAAP
net income
3
and GAAP net income reaching record highs. Based on, among others, the 2024 audited
consolidated financial statements filed by Dingdong with the regulatory authority, revenue grew year-
on-year for four straight quarters to an annual total of RMB23.1 billion (US$3.16 billion) on the back
of the continued expansion in the fulfillment station network in the Yangtze River Delta Megalopolis
and thanks to the increasing number of monthly transacting users and the increasing frequency of
monthly purchases per user. Gross profit margin was largely maintained at around the 30% level.
Consequent of the improved operational efficiency arising from the increase in order volumes and the
continued improvement in the layout of the regional processing centres, fulfillment expenses as a
percentage of revenue decreased from 23.5% in 2023 to 22.0% in 2024. This had a particularly
beneficial impact on the highly competitive and thin-margin operations of the Dingdong group. Non-
GAAP net income
3
, which had registered nine consecutive quarterly profitability, surged over
eightfold year-on-year to reach a record high of RMB422.9 million (US$57.9 million) in 2024, while
GAAP net income achieved the first annual profitability at RMB304.4 million (US$41.7 million)
during the same period.
3
a non-GAAP measure widely considered to be a useful indicator of the underlying business trend by excluding
the non-cash charges of share-based compensation
Likewise, with record-breaking profits, coupled with the optimisation of capital usage and financing
structure, cash flow performance was equally impressive. Cash generated from operating activities,
which had registered six consecutive quarters of net inflow, hit a net inflow record of RMB929.0
million (US$127.3 million) for 2024. This had further strengthened the financial position of the
Dingdong group, raising net cash balance, calculated by deducting short-term borrowings from the
sum of cash and cash equivalents, restricted cash and short-term investments, to RMB2.85 billion
(US$389.9 million) by the year end.
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DIRECTORS’ REPORT (CONTINUED)
During 2024, 130 new frontline fulfillment stations were opened in the Yangtze River Delta
Megalopolis, surpassing the original target of 110. In the fourth quarter last year, the number of
monthly transacting users and the frequency of monthly purchases per user increased by 16% and 3%
year-on-year to 7.74 million and 4.2 times, respectively, representing two of the key drivers that
contributed to revenue growth. Operational efficiency also improved, as reflected by a two-minute
reduction in the average order fulfillment time to 34 minutes. This has further enhanced the
competitiveness of the Dingdong group in the highly competitive and thin-margin online grocery and
food retail industry.
Notwithstanding the financial breakthrough of the Dingdong group with record-breaking profits
underpinned by robust operational performance, and despite a rather short-lived rebound during the
fourth quarter of 2024, the price of the Dingdong ADS resumed its disappointing trend and plummeted
sharply amid the panic selling triggered by the new round of heightened and sweeping tariff measures
unveiled by the Trump Administration. Nevertheless, with an exposure solely to the domestic market
in China and operating in an industry that provides staple goods and daily necessities to the mass
public, the Dingdong group is in a relatively safe position to navigate through the economic impact
and challenges of the unfolding tariff war. This apparent disconnect between the price of the Dingdong
ADS and the underlying fundamentals of the Dingdong group appears to have developed into a
characteristic normal for the online grocery retailer.
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 and headquartered in Silicon Valley in California in the U.S., Seyond is an unlisted holding
company of a technology group that specialises in the design, development and production of
automotive-grade LiDAR solutions for autonomous driving and other automotive and non-automotive
application scenarios. The product portfolio of the Seyond group encompasses (i) hardware products
that primarily include the ultra-long-range LiDAR sensors, the Falcon series which is based on the
1550nm wavelength technology, and the long-range/wide field-of-view LiDAR sensors, the Robin
series which utilises the 905nm wavelength technology; and (ii) the OmniVidi perception software
suite that extends the functioning of the sensor hardware. According to China Insights Industry
Consultancy (“CIC”), an independent market research and consulting firm, the Seyond group was the
world’s first provider of automotive-grade LiDAR solutions to achieve volume production.
Through the announcement made on 20 December 2024 by TechStar Acquisition Corporation
(“TechStar”), a special purpose acquisition company listed on the Stock Exchange of Hong Kong,
Seyond unveiled its listing plan by way of a de-SPAC transaction with TechStar (the “De-SPAC
Transaction”). As detailed in the announcement and the application proof for the De-SPAC
Transaction subsequently published on 26 February 2025 (the “Application Proof”), the Seyond group
had achieved significant progress in recent years. In 2022, it began volume production and delivery of
automotive-grade LiDAR solutions for Nio, a leading company in the premium smart electric vehicle
industry and a major investor in Seyond. Over the years, the Seyond group had strengthened its
production capabilities with facilities in Suzhou, Deqing and Pinghu in China, alongside a dual-
supplier system to ensure stable and high-quality component access. By improving operational
efficiency and leveraging economies of scale, it had streamlined production processes, reduced costs
and enhanced gross margins. Beyond automotive applications, its LiDAR solutions have also been
incorporated and applied in various non-automotive application scenarios including smart
transportation and mining. By September 2024, the Seyond group had delivered more than 391,000
units of automotive-grade LiDARs, primarily of the Falcon series, substantially to Nio with the rest to
other original equipment manufacturers and had secured and established a leadership position in the
market.
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DIRECTORS’ REPORT (CONTINUED)
Based on the draft financial information contained in the Application Proof, the Seyond group
recorded revenue of US$118.5 million and gross losses of US$18.0 million for the first nine months of
2024, compared with US$84.6 million and US$31.3 million for the last corresponding period. This
continued to demonstrate a sequential revenue growth and a loss narrowing trend in comparison with
the previous figures of US$121.1 million and US$42.4 million in 2023 and US$66.3 million and
US$41.3 million in 2022, respectively. The steady improvement reflected gross loss margin narrowing
from 62.3% to 15.2% in less than three years due principally to cost reduction arising from product
design optimisation and economies of scale enabled by volume production and increased supply
procurement. While the Seyond group was expected to achieve positive gross profit in the fourth
quarter of 2024, customer concentration on Nio and product concentration on the Falcon series are
likely to remain. But focusing on strategic customers and core products is a common strategy,
especially in the early development stage, for autonomous driving solution suppliers, aiming to
prioritise revenue stability with limited product offerings. Additionally, the Seyond group has
developed an established and mutually beneficial relationship with Nio which, apart from being the
Seyond group’s major customer, is also a major Seyond investor.
The De-SPAC Transaction, valued at HK$11.7 billion (US$1.50 billion), represents a significant
milestone for Seyond. Pursuant to, among others, a business combination agreement dated 20
December 2024, TechStar will effectively be acquired and delisted, with Seyond emerging as the listed
successor. The De-SPAC Transaction, which will include PIPE investments grossing a total of
HK$551.3 million (US$70.7 million) from three parties, Huangshan Construction Investment Capital,
Wealth Strategy and Zhuhai Hengqin Huagai, may also involve a placing of permitted equity financing
with professional investors for an aggregate subscription amount of up to HK$500 million (US$64.1
million). The funds raised will provide the Seyond group with additional capital for its business needs,
including research and development, construction and upgrade of production facilities, global
expansion and general corporate purposes. The De-SPAC Transaction is subject to, among others, the
approvals of the relevant regulatory authorities and the shareholders of TechStar.
During 2024, the Seyond group acquired two notable certifications, showcasing its commitment to
automotive cybersecurity and functional safety standards.
Having fulfilled the audit requirements, the Suzhou production facilities of the Seyond group
officially received the ISO/SAE 21434 certification issued by TÜV Rheinland. This accreditation
validates compliance with the global standards for automotive cybersecurity, covering the entire
process lifecycle from product design and procurement to production and maintenance, and
underlines the Seyond group’s ability to offer network security aligned with industry best
practices for smart connected vehicles.
The Suzhou production facilities of the Seyond group were also recognised as the world’s first
LiDAR manufacturer awarded the ANAB-accredited ISO 21448:2022 SOTIF certification issued
by the Chinese branch of Exida. This accreditation addresses safety of the intended functionality
with the implementation of safety measures to prevent or mitigate hazardous events stemming
from performance limitations, insufficient specifications and human errors for autonomous
driving solutions.
Various other prestigious certifications earned by the Seyond group over the years in safety, quality
and information security include ISO 26262 ASIL D, IATF 16949,
ISO 9001, ISO/IEC 27001 and
TISAX AL3.
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DIRECTORS’ REPORT (CONTINUED)
According to CIC, the global LiDAR market was estimated to have reached US$4.0 billion in 2024
and projected to further grow to US$65.2 billion by 2030, representing a CAGR of 59.5%. China
continues to lead the adoption efforts as Chinese automakers have been aggressively integrating
LiDARs into vehicles across the premium and the mass market segments. Industry sources suggest
that between 120 and 150 LiDAR-equipped vehicle models could be launched in China in 2025,
overwhelmingly outpacing the 15 to 20 models in Europe and 5 to 10 models in the U.S. Based on the
draft financial information available from the Application Proof, the Seyond group generated over
95% of revenue in China. Likewise, its major customer, Nio, derives sales primarily in the Chinese
market. Notwithstanding the escalations in the tariff war between the U.S. and China, the Seyond
group should therefore remain poised to tap into the rapid growth in the demand for LiDAR products.
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 85 pupils in the summer of 2024, it had enrolled 53 new pupils for the
academic term that commenced in September 2024 and another 24 new pupils for the academic term
that commenced in February 2025. This had enabled the Huizhou Kindergarten to keep the level of
total pupil enrolment of over 200.
PROSPECTS
The financial markets are not only displeased with the tariff policies of the Trump Administration but
are also confused and unsettled by the ephemeral on-and-off approach. The idea of using tariffs as a
means to reshore manufacturing activities back to the U.S. is viable if the cost structure makes
commercial sense. This would require, among others, an abundant and inexpensive labour force
available and prepared to work on traditional old-economy legacy industries and a relatively weak
U.S. dollar.
The paper “A User’s Guide to Restructuring the Global Trading System” by Mr Stephen Miran (the
“Paper”), the Chairman of the Council of Economic Advisers, argues that persistent U.S. dollar
overvaluation distorts global trade and may provide insights into future policy direction of the Trump
Administration.
In brief, the Paper advocates using tariffs to strategically influence global trade dynamics and compel
U.S. trading partners to adjust their currency policies. The persistent overvaluation of the US dollar,
stemming from the U.S. dollar’s de facto global reserve currency status and driven by inelastic
demand for U.S. reserve assets, undermines the competitiveness of American exports while benefiting
imports. To address the trade imbalances between the U.S. and its trading partners, the Paper outlines
various policy tools including tariffs, currency adjustments and national security measures. It further
proposes a new international agreement, modeled after the 1985 Plaza Accord, which would
coordinate a controlled weakening of the U.S. dollar. The policy tools outlined in the Paper somewhat
appear to be consistent with the policies the Trump Administration has been adopting.
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DIRECTORS’ REPORT (CONTINUED)
Under the 1985 Plaza Accord as mentioned above, the U.S., the U.K., France, Germany and Japan
agreed to address the trade imbalance issue through coordinated efforts by depreciating the U.S. dollar
relative to the Japanese yen and German Deutsche Mark. To achieve the U.S. dollar depreciation, the
participating nations committed to intervention in the currency market. Germany and Japan also
implemented policies to boost domestic demand and the U.S. pledged to reduce its federal deficit.
Although the coordinated efforts under the 1985 Plaza Accord did lead to a reduction the U.S.’s trade
deficit with Germany, the impact on the trade imbalance between the U.S. and Japan was not
significant. Since then, the financial landscape has undergone considerable changes. Back in the
1980s, central banks wielded greater control over currencies and interest rates. Over time, however,
financial markets of the 2020s tend to play a much more influential role in shaping the economies. As
a result, a similar intervention may face considerable challenges in attempting to achieve the intended
outcomes.
Furthermore, the Paper did not appear to address a root cause of the U.S. deficits, widely attributed to
be a shortfall in domestic production capacity unable to meet local consumption needs. The
imbalances, consequently, have to rely on imports. The financial markets are also concerned about the
rout and the apparent erosion of the previously almost unchallenged confidence in Treasuries, which
could undermine the U.S. dollar’s global reserve currency status and limit the U.S. government’s
access to favourable rates to finance its enormous borrowings.
Following the resounding backlash from investors and the alarming feedback from senior business leaders, the
Trump Administration has softened its stance, showing increasing willingness to accept concessions and lower
tariffs. The situation, nevertheless, remains highly fluid with tariff policies shifting at an unprecedented pace.
On
the corporate front, the uncertainties emanating from the ephemeral tariff policy shifts under the
Trump Administration have created chaos and thrown businesses into disarray. Companies are facing
order cancellations, shipment refusals, delivery acceptance rejections, sourcing disruptions and the
burden of intensified compliance monitoring. Strategic decisions have also stalled. This could have
serious adverse and detrimental effects on trade and economic growth. In fact, the World Trade
Organisation has sharply downgraded its global trade growth forecast from a 2.7% expansion to a
0.2% contraction for 2025. Likewise, the International Monetary Fund has revised its 2025 global
economic growth forecast from 3.3% to 2.8%. The economic growth outlook for the U.S. and China
also been slashed from 2.7% to 1.8% and from 4.8% to 4.0%, respectively. These downward revisions
highlight the risk of a recession should the tariff war persist.
The private equity sector will not be immune from the uncertainties emanating from the Trump
Administration’s tariff polices. However, certain industries, such as technology, especially AI,
services, healthcare and renewables are expected to continue to attract new commitments. Leading
technology companies, particularly those in the U.S. and China, have been reported to have earmarked
colossal amounts of capital expenditure for AI-related research and infrastructure, including model
training, semiconductor and hardware development, data centres, cloud computing and quantum
information processing. A number of the Group’s investments are involved in the fields of AI or other
technologies. Several of them, notably Dingdong, as well as Seyond and Bytedance, also derive all or
the majority of sales from the domestic market in China. They should therefore be better placed to
navigate through the economic impact and challenges of the unfolding tariff war. Despite these
unsettling uncertainties, the Board will continue to seek new opportunities to expand the investment
portfolio of the Group 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
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DIRECTORS’ REPORT (CONTINUED)
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.
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 10 September 2024). 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.
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DIRECTORS’ REPORT (CONTINUED)
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:
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 2024
and 31 December 2024, 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 2024
and 31 December 2024, 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 2024 At 31 December 2024
No. of share options
No. of share options
Alastair Gunn-Forbes (Notes i and ii) 850,000 850,000
Henry Ying Chew Cheong (Notes i and ii) 850,000 850,000
Mark Chung Fong (Notes i and ii) 850,000 850,000
Ernest Chiu Shun She (Notes i and ii) 850,000 850,000
Martyn Stuart Wells (Notes i and ii) 850,000 850,000
Stephen Lister d’Anyers Willis (Note iii) 350,000 350,000
Note: (i) 500,000 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 1 December 2015 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$0.122 per share. These share options vested six months from the date of grant and were then
exercisable within a period of 9.5 years.
(ii) 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.
At 1 January 2024
At 31 December 2024
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
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DIRECTORS’ REPORT (CONTINUED)
(iii) 350,000 of the share options granted to Mr Stephen Lister d’Anyers Willis on 20 February 2023 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$0.034 per share. These share options vested six months from the date of grant and were
then exercisable within a period of 9.5 years.
Save as disclosed above, none of the above-named directors had an interest, whether beneficial or non-
beneficial, in any shares or debentures of any Group companies at the beginning or at the end of the
year under review. Save as disclosed above, none of the above-named directors, or members of their
immediate families, held, exercised or were awarded any right to subscribe for any shares or
debentures of any Group companies during the year.
The Board confirms that (i) the Company has complied with the independence provisions set out in the
Relationship Agreement since it was entered into; and (ii) so far as the Company is aware, Mr Henry
Ying Chew Cheong and his associates have complied with the independence provisions set out in the
Relationship Agreement since it was entered into.
DIRECTORS’ REMUNERATION
The remuneration of the directors for the year ended 31 December 2024 was as follows:
Fees
Share-based
payment expenses
Other
emoluments
Total
US$’000 US$’000 US$’000 US$’000
Alastair Gunn-Forbes 12.5 - - 12.5
Henry Ying Chew Cheong 12.5 - - 12.5
Mark Chung Fong 12.5 - - 12.5
Ernest Chiu Shun She 12.5 - - 12.5
Martyn Stuart Wells 12.5 - - 12.5
Stephen Lister d’Anyers Willis 12.5 - - 12.5
75.0 - - 75.0
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.
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DIRECTORS’ REPORT (CONTINUED)
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 2024.
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 2024.
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 31 March 2025, the Company was aware of the following direct or indirect interests representing
5% or more of the Company’s issued share capital:
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) 18,770,000 22.1%
Vidacos Nominees Limited (Note ii) 5,504,534 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;
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DIRECTORS’ REPORT (CONTINUED)
- 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 pressures 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.
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 18 to 19, 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
certainly 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.
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DIRECTORS’ REPORT (CONTINUED)
Investment opportunity risk
Notwithstanding the challenges in fundraising in recent years, the private equity sector continued to
hold abundant dry powder accumulated during the ultra-low interest rate era. And with the onset of the
easing cycle in monetary policies among major economies, albeit complicated by capricious policy
uncertainties with sweeping global effects, the cost of capital has started to moderately decline. Under
such an environment, competition for quality deals is expected to remain vigorous and intense. This
would limit the availability of attractive investment 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.
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 17.
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.
COVID-19 pandemic risk
After battling with the COVID-19 pandemic for a number of years, the world has basically returned to
normality, or rather, settled down in a new normal under the legacies of the health crisis that include a
profound change in the daily lives of a vast proportion of the population across the globe. Furthermore,
in the post-pandemic era, with an expanding armamentarium of vaccines and therapeutics in the fight
against the disease, the threat of the coronavirus to economic and business activities is generally
considered to be manageable. Against this backdrop, the Group would strive to maintain a diversified
portfolio geographically and across industries in order to minimise any adverse impact that may be
caused by the resurgence of new waves of infections or the emergence of new variants from time to
time.
WORLDSEC LIMITED
Page 20
DIRECTORS’ REPORT (CONTINUED)
VIABILITY STATEMENT
The directors have assessed the viability of the Company for the three years to 31 December 2027.
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 18 to 19.
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.
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
2024, 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 2024, the Group complied with the relevant provisions of the Code,
apart from certain exceptions set out and explained below.
WORLDSEC LIMITED
Page 21
DIRECTORS’ REPORT (CONTINUED)
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 program, including the Bonus Scheme, details of which are set out on page
14, 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.
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
Percenta
g
e of
the Board
Number of
senior
positions on
the Board
(CEO, CFO,
SID and
Chair)
Number in
executive
management
Percenta
g
e of
executive
management
Men 6 100 100 2 100
Women 0 0 0 0 0
N
ot specified /
p
refer not to say
0 0 0 0 0
WORLDSEC LIMITED
Page 22
DIRECTORS’ REPORT (CONTINUED)
Table for reporting on ethnic background
Number
of Board
members
Percenta
g
e
of the
Board
Number
of senior
positions on
the Board
(CEO, CFO,
SID and
Chair
)
Number in
executive
management
Percenta
g
e
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,
includin
g
Arab
0 0 0 0 0
N
ot 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 4/4
Stephen Lister d’Anyers Willis 4/4
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.
WORLDSEC LIMITED
Page 23
DIRECTORS’ REPORT (CONTINUED)
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.
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 2023; 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 2024. 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.
WORLDSEC LIMITED
Page 24
DIRECTORS’ REPORT (CONTINUED)
Subsequent to the year end, the activities that have been undertaken by the Audit Committee in
relation to 2024 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 2024; (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 17. 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 2024, 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 2024, the Group
had an equity interest of US$43,000 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 2024, the
Group had interests in the ICBC Shipping Fund,
Animoca, ByteDance and Seyond, all of which
were accounted for as financial assets at FVTPL
categorised within the level 3 of the fair value
hierarchy, totalling US$4,023,000 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 the
operational and financial performance and
the latest development of the financial assets
at FVTPL categorised within level 3 of the
fair value hierarchy.
WORLDSEC LIMITED
Page 25
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 2024,
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 0/1
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 26
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
2024
Granted
during
the year
Exercised
during
the year
Forfeited
during
the year
Lapsed
during
the
year
Balance
at 31
December
2024
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 - - - - 5,350,000
WORLDSEC LIMITED
Page 27
DIRECTORS’ REPORT (CONTINUED)
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.
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 2024 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
29 April 2025
WORLDSEC LIMITED
Page 28
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 2024, 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
29 April 2025
WORLDSEC LIMITED
Page 29
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 2024, 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 2024, 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”), and we have fulfilled our other ethical
responsibilities in accordance with the IESBA 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$43,000 as at 31 December 2024 and the Group’s
share of its losses amounted to approximately US$9,000 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 2024, 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 30
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 2024, 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$4,023,000.
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 31
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 32
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 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 (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, 29 April 2025
WORLDSEC LIMITED
Page 34
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
Year ended 31 December
Notes
2024
2023
US$’000
US$’000
Revenue 7 118 112
Other income, gains and losses, net 9 430 521
Staff costs 10 (279 ) (286 )
Other expenses (310 ) (283 )
Finance costs 11 (5 ) (3 )
Share of losses of a joint venture
17 (9 ) (3 )
(Loss)/profit before income tax expense 12 (55 ) 58
Income tax expense 13 - -
(Loss)/profit for the year (55 ) 58
Other comprehensive income, net of income tax
Items that may be reclassified subsequently to
profit or loss:
Share of other comprehensive income of a
joint venture
17
(9 )
(7 )
Other comprehensive income for the year,
net of income tax
(9 )
(7 )
Total comprehensive income for the year (64 ) 51
(Loss)/profit for the year attributable to:
Owners of the Company (55 ) 58
Total comprehensive income for the year
attributable to:
Owners of the Company (64 ) 51
(Loss)/earnings per share – basic and diluted 14 US (0.06 ) cent US 0.07 cent
The accompanying notes form an integral part of these consolidated financial statements.
WORLDSEC LIMITED
Page 35
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
Notes
2024 2023
US$’000 US$’000
Non-current assets
Property, plant and equipment 16 - -
Interest in a joint venture 17 43 61
Financial assets at fair value through profit
or loss
18
Right-of-use assets 19 48 113
Current assets
Other receivables 116 247
Deposits and prepayments 31 26
Financial assets at fair value through profit
or loss
18
Amount due from a joint venture 17 257 257
Cash and cash equivalents 21 701 1,122
Current liabilities
Other payables and accruals 22 157 157
Lease liabilities 19 55 70
Net current assets 1,248 1,615
Non-current liability
Lease liabilities 19 - 55
Net assets 5,434 5,498
WORLDSEC LIMITED
Page 36
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2024
Notes
2024 2023
US$’000 US$’000
Capital and reserves
Share capital 23 85 85
Reserves 24 5,349 5,413
Total equity 5,434 5,498
The consolidated financial statements on pages 34 to 70 were approved and authorised for issue by the
Board of Directors on 29 April 2025 and signed on its behalf by:
Alastair Gunn-Forbes
Directo
r
Henry Ying Chew Cheong
Directo
r
The accompanying notes form an integral part of these consolidated financial statements.
WORLDSEC LIMITED
Page 37
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
Equity attributable to owners of the Company
Foreign
Contri- Share currency
Share Share buted option translation Special Accumulated
capital
premium surplus reserve reserve reserve losses Total
US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000
(note 23) (note 24) (note 24) (note 24) (note 24) (note 24) (note 24)
Balance at 1 January 2023 85 7,524 9,646 249 (33 ) 625 (12,654 ) 5,442
Profit for the year - - - - - - 58 58
Other comprehensive income
for the year
Share of other
comprehensive income of a
joint venture (note 17) - - - - (7 ) - - (7 )
Total comprehensive
income for the year - - - - (7 ) - 58 51
Recognition of share-based
payment (noted 25) 5 5
Balance as at 31 December
2023 and 1 January 2024 85 7,524 9,646 254 (40 ) 625 (12,596 ) 5,498
Loss for the year - - - - - - (55 ) (55 )
Other comprehensive income
for the year
Share of other
comprehensive income of a
joint venture (note 17)
(9 )
(9 )
Total comprehensive
income for the year - - - - (9 ) - (55 ) (64 )
Balance at 31 December
2024 85
(49 ) 625 (12,651 ) 5,434
The accompanying notes form an integral part of these consolidated financial statements.
WORLDSEC LIMITED
Page 38
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
Year ended 31 December
Notes 2024
2023
US$‘000 US$‘000
Cash flows from operating activities
(Loss)/profit before income tax expense (55 ) 58
Adjustments for:
Bank interest income 9 (28 ) (7 )
Depreciation of right-of-use assets 12 65 65
Interest on lease liabilities 11 5 3
Share of losses of a joint venture 17 9 3
Share option expenses 10 - 5
Net realised and unrealised gains on financial assets
at fair value through profit or loss
9
(391 )
(517 )
Operating loss before working capital changes (395 ) (390 )
Increase in deposits and prepayments
(5 ) -
Decrease/(increase) in other receivables
Decrease in other payables and accruals - (3 )
Net cash used in operating activities (269 ) (417 )
Cash flows from investing activities
Investment in financial assets at fair value through
profit or loss
(161 )
(170 )
Proceeds from disposal of financial assets at fair
value through profit or loss
Bank interest income received 28 7
Net cash (used in)/generated from investing activities (77 ) 1,076
Cash flows from financing activities
Repayment of principal portion of lease liabilities 28 (70 ) (60 )
Repayment of interest portion of lease liabilities 28 (5 ) (3 )
Net cash used in financing activities (75 ) (63 )
Net decrease/(increase) in cash and cash
equivalents
(421 ) 596
Cash and cash equivalents at the beginning of the
year
Cash and cash equivalents at the end of the year 701 1,122
The accompanying notes form an integral part of these consolidated financial statements.
WORLDSEC LIMITED
Page 39
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1. GENERAL INFORMATION
shares are listed on the Main Market of the London Stock Exchange. The address of the
registered office of the Company is Victoria Place, 5
th
Floor, 31 Victoria Street, Hamilton HM
Des Voeux Road Central, Sheung Wan, Hong Kong .
Company’s subsidiaries are set out in note 20 to the consolidated financial statements.
The functional currency of the Company is Hong Kong Dollars (“HK$”). The consolidated
financial statements of the Company and its subsidiaries (collectively referred to as the “Group”)
are presented in United States Dollars (“US$” or “USD”).
The consolidated financial statements have been prepared in accordance with all applicable
International Financial Reporting Standards (“IFRS”), International Accounting Standards
(“IAS”) and Interpretations adopted by the European Union (“EU”) (collectively referred to as
“IFRS Accounting Standards”).
2. APPLICATION OF NEW AND REVISED IFRS ACCOUNTING STANDARDS
2.1 New and revised IFRS Accounting Standards applied
The following amendments to IFRS Accounting Standards relevant to the Group’s accounting
policies have been applied by the Group in the current year.
| Amendments to IAS 1 | Classification of Liabilities as Current or Non-current |
| Amendments to IAS 1 | Non-current Liabilities with Covenants |
| Amendments to IFRS 16 | Lease Liability in a Sale and Leaseback |
| Amendments to IAS 7 and IFRS 7 | Supplier Finance Arrangements |
The application of the amendments to IFRS Accounting Standards in the current year has had no
material impact on the Group’s performance and financial positions for the current and prior
years and/or on the disclosures in the consolidated financial statements.
WORLDSEC LIMITED
Page 40
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2. APPLICATION OF NEW AND REVISED IFRS ACCOUNTING STANDARDS
(CONTINUED)
2.2 New and revised IFRS Accounting Standards in issue but not yet effective
The Group has not applied the following new and revised IFRS Accounting Standards,
potentially relevant to the Group’s financial statements, that have been issued but are not yet
effective. Certain new or revised IFRS Accounting Standards have yet been endorsed by the EU.
| Amendments to IAS 21 | Lack of Exchangeability |
| 1 | |
| IFRS 18 | Presentation and Disclosure Financial Statements |
| 2 |
1
Effective for annual periods beginning on or after 1 January 2025
2
Effective for annual periods beginning on or after 1 January 2027
The directors are currently assessing the impact that the application of the new standards and
amendments will have on the Group’s consolidated financial statements.
3. MATERIAL ACCOUNTING POLICY INFORMATION
Statement of compliance
The consolidated financial statements of the Group have been prepared in accordance with all
applicable IFRS Accounting Standards.
Basis of preparation
The consolidated financial statements have been prepared under the historical cost basis except
for financial assets at fair value through profit or loss (“FVTPL”), which are measured at fair
value as explained in the accounting policies set out below.
Basis of consolidation
The consolidated financial statements comprise the financial statements of the Company and its
subsidiaries. Inter-company transactions and balances between group companies together with
unrealised profits are eliminated in full in preparing the consolidated financial statements.
Unrealised losses are also eliminated unless the transaction provides evidence of impairment on
the asset transferred, in which case the loss is recognised in profit or loss.
Subsidiaries
A subsidiary is an investee over which the Company is able to exercise control. The Company
controls an investee if all three of the following elements are present: (i) power over the investee,
(ii) exposure, or rights, to variable returns from the investee, and (iii) the ability to use its power to
affect those variable returns. Control is reassessed whenever facts and circumstances indicate that
there may be a change in any of these elements of control.
WORLDSEC LIMITED
Page 41
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
3. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
Joint arrangements
The Group is a party to a joint arrangement where there is a contractual arrangement that confers
joint control over the relevant activities of the arrangement to the Group and at least one other party.
Joint control is assessed under the same principles as control over subsidiaries.
The Group classifies its interests in joint arrangements as either:
- Joint venture: where the Group has rights to only the net assets of the joint arrangement; or
- Joint operation: where the Group has both the rights to assets and obligations for the liabilities of
the joint arrangement.
In assessing the classification of interests in joint arrangements, the Group considers:
- the structure of the joint arrangement;
- the legal form of the joint arrangement structured through a separate vehicle;
- the contractual terms of the joint arrangement agreement; and
- any other facts and circumstances (including any other contractual arrangements).
Joint ventures are accounted for using the equity method whereby they are initially recognised at
cost and thereafter, their carrying amounts are adjusted for the Group’s share of the post-acquisition
change in the relevant joint venture’s net assets except that losses in excess of the Group’s interest
in that joint venture are not recognised unless there is a legal and constructive obligation to make
good those losses.
Profits and losses arising on transactions between the Group and its joint ventures are recognised
only to the extent of unrelated investors’ interests in the joint ventures. The investors’ share in a
joint venture’s profits and losses resulting from such transactions is eliminated against the carrying
value of the joint venture.
Any premium paid for an investment in a joint venture above the fair value of the Group's share of
the identifiable assets, liabilities and contingent liabilities acquired is capitalised and included in the
carrying amount of the investment in the joint venture. Where there is objective evidence that the
investment in a joint venture has been impaired, the carrying amount of the investment is tested for
impairment in the same way as other non-financial assets.
The Group accounts for its interests in joint operations by recognising its share of assets, liabilities,
revenues and expenses in accordance with its contractually conferred rights and obligations.
Revenue recognition
Dividend income is recognised when the right to receive payment is established.
Interest income is accrued on a time basis on the principal outstanding at the applicable interest
rate.
WORLDSEC LIMITED
Page 42
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
3. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
Leasing
All leases (irrespective of whether they are operating leases or finance leases) are required to be
capitalised in the statement of financial position as right-of-use assets and lease liabilities, but
accounting policy choices exist for an entity to choose not to capitalise (i) leases which are
short-term leases and/or (ii) leases for which the underlying asset is of low-value. The Group has
elected not to recognise right-of-use assets and lease liabilities for low-value assets and leases
which at the commencement date have a lease term less than 12 months. The lease payments
associated with those leases are expensed on a straight-line basis over the lease term.
Right-of-use assets
Right-of-use assets are recognised at cost and would comprise: (i) the amount of the initial
measurement of the lease liabilities (see below for the accounting policy to account for lease
liabilities); (ii) any lease payments made at or before the commencement date, less any lease
incentives received; (iii) any initial direct costs incurred by the lessee; and (iv) an estimate of the
costs to be incurred by the lessee in dismantling and removing the underlying asset to the
condition required by the terms and conditions of the lease, unless those costs are incurred to
produce inventories. The Group measures the right-of-use assets applying a cost model. Under
the cost model, the Group measures the right-to-use at cost, less any accumulated depreciation
and any impairment losses, and adjusted for any remeasurement of the lease liabilities.
Lease liabilities
Lease liabilities are recognised at the present value of the lease payments that are not paid at the
date of commencement of the lease. The lease payments are discounted using the interest rate
implicit in the lease, if that rate can be readily determined. If that rate cannot be readily
determined, the Group uses its incremental borrowing rate.
The following payments for the right-to-use the underlying asset during the lease term that are
not paid at the commencement date of the lease are considered to be lease payments: (i) fixed
payments less any lease incentives receivable; (ii) variable lease payments that depend on an
index or a rate, initially measured using the index or the rate as at the commencement date; (iii)
amounts expected to be payable by the lessee under residual value guarantees; (iv) the exercise
price of a purchase option if the lessee is reasonably certain to exercise that option; and (v)
payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an
option to terminate the lease.
Subsequent to the commencement date, the Group measures lease liabilities by: (i) increasing
the carrying amount to reflect interest on the lease liability; (ii) reducing the carrying amount to
reflect the lease payments made; and (iii) remeasuring the carrying amount to reflect any
reassessment or lease modifications, e.g., a change in future lease payments arising from a
change in an index or a rate, a change in the lease term, a change in the in substance fixed lease
payments or a change in assessment to purchase the underlying asset.
WORLDSEC LIMITED
Page 43
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
3. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
Foreign currencies
Transactions entered into by the group entities in currencies other than the currency of the
primary economic environment in which they operate are recorded at the rates ruling when the
transactions occur. Foreign currency monetary assets and liabilities are translated at the rates
ruling at the end of the reporting period. Non-monetary items that are measured in terms of
historical cost in a foreign currency are not retranslated.
Exchange differences arising on the settlement of monetary items, and on the translation of
monetary items, are recognised in profit or loss in the period in which they arise.
On consolidation, income and expense items of foreign operations are translated into the
presentation currency of the Group (i.e. US$) at the average exchange rates for the year, unless
exchange rates fluctuate significantly during the period, in which case the rates approximating to
those ruling when the transactions took place are used. All assets and liabilities of foreign
operations are translated at the rate ruling at the end of the reporting period. Exchange
differences arising, if any, are recognised in other comprehensive income and accumulated in
equity as foreign currency translation reserve (attributed to minority interests as appropriate).
Exchange differences recognised in profit or loss of group entities' separate financial statements
on the translation of long-term monetary items forming part of the Group’s net investment in the
foreign operation concerned are reclassified to other comprehensive income and accumulated in
equity as foreign currency translation reserve.
On disposal of a foreign operation, the cumulative exchange differences recognised in the
foreign currency translation reserve relating to that operation up to the date of disposal are
reclassified to profit or loss as part of the profit or loss on disposal.
Goodwill and fair value adjustments on identifiable assets acquired arising on an acquisition of a
foreign operation on or after 1 January 2005 are treated as assets and liabilities of that foreign
operation and translated at the rate of exchange prevailing at the end of the reporting period.
Exchange differences arising are recognised in the foreign currency translation reserve.
WORLDSEC LIMITED
Page 44
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
3. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
Share-based payments
The Group operates equity-settled share-based compensation plans and the share options are
awarded to employees and directors providing services to the Group.
All services received in exchange for the grant of any share-based compensation are measured at
their fair value. These are indirectly determined by reference to the equity instruments awarded.
Their value is appraised at the grant date and excludes the impact of any non-market vesting
conditions.
All share-based compensation is recognised as an expense in profit or loss over the vesting
period if vesting conditions apply, or recognised as an expense in full at the grant date when the
equity instruments granted vest immediately unless the compensation qualifies for recognition as
an asset, with a corresponding increase in the share option reserve in equity. If vesting
conditions apply, the expense is recognised over the vesting period, based on the best available
estimate of the number of equity instruments expected to vest. Non-market vesting conditions
are included in assumptions about the number of equity instruments that are expected to vest.
Estimates are subsequently revised, if there is any indication that the number of equity
instruments expected to vest differs from previous estimates.
At the time when the share options are exercised, the amount previously recognised in share
option reserve will be transferred to share premium. After the vesting date, when the vested
share options are forfeited or are still not exercised at the expiry date, the amount previously
recognised in share option reserve will be transferred to retained profits.
Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from
‘profit or loss before income tax expense’ as reported in the consolidated statement of profit or
loss and other comprehensive income because of items of income or expense that are taxable or
deductible in other years and items that are never taxable or deductible. Current tax is calculated
using tax rates that have been enacted or substantively enacted by the end of the reporting
period.
WORLDSEC LIMITED
Page 45
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
3. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
Taxation (Continued)
Deferred tax
Deferred tax is recognised on temporary differences between the carrying amounts of assets and
liabilities in the consolidated financial statements and the corresponding tax bases used in the
computation of taxable profits. Deferred tax liabilities are generally recognised for all taxable
temporary differences. Deferred tax assets are generally recognised for all deductible temporary
differences to the extent that it is probable that taxable profits will be available against which
those deductible temporary differences can be utilised. Such deferred tax assets and liabilities
are not recognised if the temporary difference arises from initial recognition (other than in a
business combination) of assets and liabilities in a transaction that affects neither the taxable
profit nor the accounting profit. In addition, deferred tax liabilities are not recognised if the
temporary difference arises from the initial recognition of goodwill.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and
reduced to the extent that it is no longer probable that sufficient taxable profits will be available
to allow all or part of the assets to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the
period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that
have been enacted or substantively enacted by the end of the reporting period.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would
follow from the manner in which the Group expects, at the end of the reporting period, to
recover or settle the carrying amounts of its assets and liabilities.
Financial instruments
(i) Financial assets
A financial asset (unless it is a trade receivable without a significant financing
component) is initially measured at fair value plus, for an item not at FVTPL, transaction
costs that are directly attributable to its acquisition or issue. A trade receivable without a
significant financing component is initially measured at the transaction price.
All regular way purchases and sales of financial assets are recognised on the trade date,
i.e. the date that the Group commits to purchase or sell the asset. Regular way purchases
or sales are purchases or sales of financial assets that require delivery of the asset within
the period generally established by regulation or convention in the marketplace.
Financial assets with embedded derivatives are considered in their entirely when
determining whether their cash flows are solely payment of principal and interest.
WORLDSEC LIMITED
Page 46
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
3. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
Financial instruments (Continued)
(i) Financial assets (Continued)
Debt instruments
Subsequent measurement of debt instruments depends on the Group’s business model for
managing the assets and the cash flow characteristics of the assets. There are two
measurement categories into which the Group classifies its debt instruments:
Amortised cost: Assets that are held for collection of contractual cash flows where those
cash flows represent solely payments of principal and interest are measured at amortised
cost. Financial assets at amortised cost are subsequently measured using the effective
interest rate method. Interest income, foreign exchange gains and losses and impairment
are recognised in profit or loss. Any gain on derecognition is recognised in profit or loss.
FVTPL: Financial assets at FVTPL include financial assets held for trading, financial
assets designated upon initial recognition at FVTPL, or financial assets mandatorily
required to be measured at fair value. Financial assets are classified as held for trading if
they are acquired for the purpose of selling or repurchasing in the near term. Derivatives,
including separated embedded derivatives, are also classified as held for trading unless
they are designated as effective hedging instruments. Financial assets with cash flows that
are not solely payments of principal and interest are classified and measured at FVTPL,
irrespective of the business model. Notwithstanding the criteria for debt instruments to be
classified at amortised cost, as described above, debt instruments may be designated at
FVTPL on initial recognition if doing so eliminates, or significantly reduces, an
accounting mismatch.
Equity instruments
Equity instruments are classified as FVTPL, whereby changes in fair value, dividends and
interest income are recognised in profit or loss.
(ii) Impairment loss on financial assets
The Group recognises loss allowances for expected credit losses (“ECLs”) on financial
assets measured at amortised cost. The ECLs are measured on either of the following
bases: (1) 12-month ECLs: these are the ECLs that result from possible default events
within the 12 months after the reporting date; and (2) lifetime ECLs: these are ECLs that
result from all possible default events over the expected life of a financial instrument. The
maximum period considered when estimating ECLs is the maximum contractual period
over which the Group is exposed to the credit risk.
WORLDSEC LIMITED
Page 47
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
3. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
Financial instruments (Continued)
(ii) Impairment loss on financial assets (Continued)
ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as
the difference between all contractual cash flows that are due to the Group in accordance
with the contract and all the cash flows that the Group expects to receive. The shortfall is
then discounted at an approximation to the asset’s original effective interest rate.
For debt financial assets, the ECLs are based on the 12-month ECLs. However, when
there has been a significant increase in credit risk since origination, the allowance will be
based on the lifetime ECLs.
When determining whether the credit risk of a financial asset has increased significantly
since initial recognition and when estimating ECLs, the Group considers reasonable and
supportable information that is relevant and available without undue cost or effort. This
includes both quantitative and qualitative information analysis, based on the Group’s
historical experience and informed credit assessment and including forward-looking
information.
The Group assumes that the credit risk on a financial asset has increased significantly if it
is more than 30 days past due.
Despite the foregoing, the Group assumes that the credit risk on a debt instrument has not
increased significantly since initial recognition if the debt instrument is determined to
have low credit risk at the reporting date. A debt instrument is determined to have low
credit risk if (1) it has a low risk of default; (2) the borrower has a strong capacity to meet
its contractual cash flow obligations in the near term; and (3) adverse changes in
economic and business conditions in the longer term may, but will not necessarily, reduce
the ability of the borrower to fulfil its contractual cash flow obligations.
The Group considers a financial asset to be in default when: (1) the borrower is unlikely
to pay its credit obligations to the Group in full, without recourse by the Group to actions
such as realising security (if any is held); or (2) the financial asset is more than 90 days
past due.
A financial asset is credit-impaired when one or more events of default that have a
detrimental impact on the estimated future cash flows of that financial asset have
occurred. Evidence that a financial asset is credit-impaired includes observable data about
the following events:
- significant financial difficulty of the issuer or the borrower;
- a breach of contract, such as a default or past due event;
- the lender(s) of the borrower, for economic or contractual reasons relating to the
borrower’s financial difficulty, having granted to the borrower a concession(s) that the
lender(s) would not otherwise consider;
- it is becoming probable that the borrower will enter bankruptcy or other financial
reorganisation; or
WORLDSEC LIMITED
Page 48
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
3. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
Financial instruments (Continued)
(ii) Impairment loss on financial assets (Continued)
- the disappearance of an active market for that financial asset because of financial
difficulty of the issuer or the borrower.
Interest income on a credit-impaired financial asset is calculated based on the amortised
cost (i.e. the gross carrying amount less loss allowance) of the financial asset. For non
credit-impaired financial assets, interest income is calculated based on the gross carrying
amount.
The gross carrying amount of a financial asset is written off (either partially or in full) to
the extent that there is no realistic prospect of recovery. This is generally the case when
the Group determines that the debtor does not have assets or sources of income that could
generate sufficient cash flows to repay the amount subject to the write-off.
Subsequent recoveries of an asset that was previously written off are recognised as a
reversal of impairment in profit or loss in the period in which the recovery occurs.
(iii) Financial liabilities
The Group classifies its financial liabilities, depending on the purpose for which the
liabilities were incurred. Financial liabilities at amortised cost are initially measured at
fair value, net of directly attributable costs incurred.
Financial liabilities at amortised cost
Financial liabilities at amortised cost including other payables and accruals and lease
liabilities are subsequently measured at amortised cost, using the effective interest
method. The related interest expenses are recognised in profit or loss.
Gains or losses are recognised in profit or loss when the liabilities are derecognised as
well as through the amortisation process.
(iv) Effective interest method
The effective interest method is a method of calculating the amortised cost of a financial
asset or financial liability and of allocating interest income or interest expenses over the
relevant period. The effective interest rate is the rate that exactly discounts the estimated
future cash receipts or payments through the expected life of the financial asset or
liability, or where appropriate, a shorter period.
WORLDSEC LIMITED
Page 49
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
3. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
Financial instruments (Continued)
(v) Derecognition
The Group derecognises a financial asset when the contractual rights to the future cash
flows in relation to the financial asset expire or when the financial asset has been
transferred and the transfer meets the criteria for derecognition in accordance with IFRS 9
Financial Instruments.
Financial liabilities are derecognised when the obligations specified in the relevant
contract are discharged, cancelled or expire.
Impairment of other assets
At the end of each reporting period, the Group reviews the carrying amounts of the following
assets to determine whether there is any indication that those assets have suffered an impairment
loss or an impairment loss previously recognised no longer exists or may have decreased:
• property, plant and equipment; and
• interest in a joint venture
If the recoverable amount (i.e. the greater of fair value less costs to disposal and value in use) of
an asset is estimated to be less than its carrying amount, the carrying amount of the asset is
reduced to its recoverable amount. An impairment loss is recognised as an expense immediately.
Where an impairment loss subsequently reverses, the carrying amount of the asset is increased
to the revised estimate of its recoverable amount, but so that the increased carrying amount does
not exceed the carrying amount that would have been determined had no impairment loss been
recognised for the asset in prior years.
A reversal of an impairment loss is recognised in profit or loss immediately.
Value in use is based on the estimated future cash flows expected to be derived from the asset or
cash generating unit, discounted to its present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific to the asset or the
cash generating unit.
WORLDSEC LIMITED
Page 50
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
3. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
Related parties
(a) A person or a close member of that person’s family is related to the Group if that person:
(i) has control or joint control over the Group;
(ii) has significant influence over the Group; or
(iii) is a member of key management personnel of the Group or the Company’s
parent.
(b) An entity is related to the Group if any of the following conditions apply:
(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.
Close members of the family of a person are those family members who may be expected to
influence, or be influenced by, that person in his dealings with the entity and include:
(i) that person’s children and spouse or domestic partner;
(ii) children of that person’s spouse or domestic partner; and
(iii) dependents of that person or that person’s spouse or domestic partner.
WORLDSEC LIMITED
Page 51
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
4. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION
UNCERTAINTY
In the application of the Group’s accounting policies, which are described in note 3 to the
consolidated financial statements, management is required to make judgements, estimates and
assumptions about the carrying amounts of assets and liabilities that are not readily apparent
from other sources. The estimates and underlying assumptions are based on historical experience
and other factors that are considered to be relevant. Actual results may differ from these
estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to an
accounting estimate are recognised in the period in which the estimate is revised if the revision
affects only that period, or in the period of the revision and future periods if the revision affects
both current and future periods.
Key sources of estimation uncertainty
The key sources of estimation uncertainty that have a significant risk of resulting in material
adjustments to the carrying amounts of assets and liabilities within the next financial year are as
follows:
(i) Impairment of financial assets (including amount due from a joint venture)
The loss allowances for financial assets are based on assumptions about risk of default
and expected loss rates. The Group uses its judgement in making these assumptions and
selecting the inputs to the impairment calculation, based on the Group’s past history,
existing market conditions as well as forward looking estimates at the end of each
reporting period.
(ii) Impairment of non-financial assets (including interest in a joint venture)
The Group assesses whether there are any indications of impairment for all non-financial
assets at each reporting date. Non-financial assets are tested for impairment when there
are indications that the carrying amount may not be recoverable.
(iii) Fair value measurement of investments classified as FVTPL categorised within level 3 of
the Fair Value Hierarchy (as defined in note 5(c))
The fair value of investments that are not traded in an active market is determined using
valuation techniques. The Group uses its judgement to select a variety of methods and
make assumptions that are mainly based on market conditions existing at the end of each
reporting period. Details of the key assumptions used and the impact of changes to these
assumptions are disclosed in note 5(c) to the consolidated financial statements.
WORLDSEC LIMITED
Page 52
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
5. FINANCIAL INSTRUMENTS
(a) Categories of financial instruments
| 2024 | 2023 | |
| US$’000 | US$’000 | |
| Financial assets | ||
| Financial assets at FVTPL | 4,450 | 3,954 |
| Financial assets at amortised cost | 1,097 | 1,652 |
| 5,547 | 5,606 | |
| Financial liabilities | ||
| Financial liabilities at amortised cost | 212 | 282 |
(b) Financial risk management objectives
Management monitors and manages the financial risks relating to the operations of the
Group through internal risk reports which analyse exposures by degree and magnitude of
risks. These risks include market risks (including foreign currency risk, interest rate risk
and price risk), credit risk and liquidity risk. The policies on how the Group mitigates
these risks are set out below. The Group does not enter into or trade derivative financial
instruments for speculative purposes.
Market risks
The Group’s activities expose it primarily to the financial risks of changes in foreign
currency exchange rates, interest rates and market price of the investments.
There has been no change to the Group’s exposure to market risks or the manner in which
these risks are managed and measured.
WORLDSEC LIMITED
Page 53
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
5. FINANCIAL INSTRUMENTS (CONTINUED)
(b) Financial risk management objectives (Continued)
Market risks (Continued)
(i) Foreign currency risk
Certain financial assets and financial liabilities of the Group are denominated in
foreign currencies other than the functional currency of the relevant group entities,
which exposes the Group to foreign currency risk. The Group currently does not
have a foreign currency hedging policy. However, management monitors foreign
exchange exposure and will consider hedging significant foreign currency exposure
should the need arise. Under the Linked Exchange Rate System in Hong Kong, HK$
is currently pegged to the USD within a narrow range, the directors therefore
consider that there is no significant foreign exchange risk with respect to the USD.
Foreign currency risk arises primarily from volatility in the British Pound Sterling
(“GBP”). The carrying amounts of the Group’s foreign currency denominated
monetary assets and monetary liabilities at the end of reporting period were as
follows:
| Liabilities | ||||
| Assets | ||||
| 2024 | 2023 | 2024 | 2023 | |
| US$’000 | US$’000 | US$’000 | US$’000 | |
| GBP | 86 | 87 | 1 | 1 |
The following table details the Group’s sensitivity to a 10% (2023: 10%) increase
and decrease in USD against the relevant foreign currency. 10% is the sensitivity
rate used when reporting foreign currency risk internally to key management
personnel and represents management’s assessment of the reasonably possible
change in the relevant foreign exchange rate. The sensitivity analysis includes only
outstanding foreign currency denominated monetary items and adjusts its translation
as at year end for a 10% (2023: 10%) change in the relevant foreign currency rate. A
positive number below indicates an increase in profit or a decrease in loss for the
year and a decrease in accumulated losses had USD strengthened 10% (2023: 10%)
against the relevant foreign currency. For a 10% (2023: 10%) weakening of USD
against the relevant foreign currency, there would have been an equal and opposite
impact on profit or loss for the year and on accumulated losses.
WORLDSEC LIMITED
Page 54
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
5. FINANCIAL INSTRUMENTS (CONTINUED)
(b) Financial risk management objectives (Continued)
Market risks (Continued)
(i) Foreign currency risk (Continued)
| 2024 | ||
| 2023 | ||
| 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 |
(ii) Interest rate risk
The Group’s exposure to changes in interest rates is mainly attributable to its bank
deposits at variable interest rates. Bank deposits at variable rates expose the Group
to cash flow interest rate risk.
The directors consider that the exposure to cash flow interest rate risk was
insignificant. Hence, no sensitivity analysis on the exposure to the Group’s cash
flow interest rate risk is presented.
(iii) Price risk
Price risk is the risk that the value of a financial instrument will fluctuate as a result
of changes in market prices (other than those arising from foreign currency risk),
whether caused by factors specific to an individual investment or its issuer, or
factors affecting all instruments.
All of the Group’s unlisted investments are held for long term strategic purposes.
Their performance is assessed at least annually against performance of any similar
listed entities, based on the limited information available to the Group, together with
an assessment of their relevance to the Group’s long term strategic plans.
Sensitivity analysis
The sensitivity analysis on price risk includes the Group’s financial instruments, the
fair value or future cash flows of which will fluctuate because of changes in their
corresponding equity prices. If the prices of the Group’s equity instruments had
been 5% (2023: 5%) higher/lower, loss for the year would have decreased/increased
by approximately US$21,000 (2023: profit for the year would have
increased/decreased by approximately US$11,000).
WORLDSEC LIMITED
Page 55
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
5. FINANCIAL INSTRUMENTS (CONTINUED)
(b) Financial risk management objectives (Continued)
Credit risk
The Group’s maximum exposure to credit risk which could cause a financial loss to the
Group due to the failures to discharge an obligation by the counterparties arises from the
carrying amounts of the respective recognised financial assets as stated in the consolidated
statement of financial position.
The credit risk on liquid funds is limited because the major counterparties are banks with
high credit ratings assigned by international credit-rating agencies. As at 31 December
2024, approximately 100% (2023: 100%) of the bank balances were deposited with a bank
with a high credit rating. Other than concentration of credit risk on liquid funds deposited
with that bank, the Group did not have any other significant concentration of credit risk.
For other receivables, deposits and amount due from a joint venture, management makes
periodic individual assessment on the recoverability based on historical settlement records,
past experience and also available reasonable and supportive forward-looking information.
Management believes that there was no material credit risk inherent in the Group’s
outstanding balances of other receivables, deposits and amount due from a joint venture.
None of these receivables have been subject to a significant increase in credit risk since
initial recognition and the expected credit loss was insignificant based on the risk of
default of those counterparties under 12-month ECLs approach as at 31 December 2024
and 31 December 2023. Thus, no loss allowance was recognised as at 31 December 2024
and 31 December 2023.
Liquidity risk
Ultimate responsibility for liquidity risk management rests with the Board of Directors,
which has established an appropriate liquidity risk management framework to meet the
Group’s short, medium and long-term funding and liquidity management requirements.
The Group manages liquidity risk by maintaining adequate reserves, by regularly
monitoring forecast and actual cash flows and by matching the maturity profiles of
financial assets and liabilities.
WORLDSEC LIMITED
Page 56
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
5. FINANCIAL INSTRUMENTS (CONTINUED)
(b) Financial risk management objectives (Continued)
The following table details the Group’s remaining contractual maturity for its non-
derivative financial liabilities with agreed repayment periods. The table has been drawn up
based on the undiscounted cash flows of financial liabilities based on the earliest date on
which the Group can be required to pay.
| Within 1 year | ||||
| or on demand | ||||
| More than 1 | ||||
| year but less | ||||
| than 5 years | ||||
| Total | ||||
| contractual | ||||
| undiscounted | ||||
| cash flows | ||||
| Carrying | ||||
| amount | ||||
| US$’000 | ||||
| US$’000 | US$’000 | US$’000 | ||
| As at 31 December 2024 | ||||
| Other payables and accruals | ||||
| 157 | - | 157 | 157 | |
| Lease liabilities | ||||
| 56 | - | 56 | 55 | |
| 213 | - | 213 | 212 | |
| Within 1 year | ||||
| or on demand | ||||
| More than 1 | ||||
| year but less | ||||
| than 5 years | ||||
| Total | ||||
| contractual | ||||
| undiscounted | ||||
| cash flows | ||||
| Carrying | ||||
| amount | ||||
| US$’000 | ||||
| US$’000 | US$’000 | US$’000 | ||
| As at 31 December 2023 | ||||
| Other payables and accruals | ||||
| 157 | - | 157 | 157 | |
| Lease liabilities | ||||
| 75 | 56 | 131 | 125 | |
| 232 | 56 | 288 | 282 |
(c) Fair value of financial instruments
The fair value measurement of the Group’s financial and non-financial assets and
liabilities utilises market observable inputs and data as far as possible. Inputs used in
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
Hierarchy”):
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;
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 57
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
5. FINANCIAL INSTRUMENTS (CONTINUED)
(c) Fair value of financial instruments (Continued)
(i) Financial instruments not measured at fair value
Financial instruments not measured at fair value include cash and cash equivalents,
other receivables, deposits, amount due from a joint venture and other payables and
accruals.
Due to their short-term nature, the carrying value of cash and cash equivalents, other
receivables, deposits, amount due from a joint venture and other payables and accruals
approximated fair value.
(ii) Financial instruments measured at fair value
Financial assets at FVTPL included in the consolidated financial statements require
measurement at, and disclosure of, fair value.
The fair value of financial instruments with standard terms and conditions and traded on
active liquid markets is determined with reference to quoted market prices.
The valuation techniques and significant unobservable inputs used in determining the
fair value measurement of level 3 financial instruments as well as the relationship
between key observable inputs and fair value are set out in note (iii) below.
(iii) Information about level 3 fair value measurement
The fair value of the Group’s level 3 investments in the ICBC Specialised Ship Leasing
Investment Fund and VS SPC Limited were estimated with reference to their net asset
value which was a significant unobservable input. The Group has determined that the
reported net asset value represents fair value at the end of the report period.
The fair value of the Group’s level 3 investments in the Homaer Asset Management
Master Fund SPC and the Hermitage Galaxy Fund SPC were estimated using market
approach with the significant inputs being the recent market transaction prices of the
underlying investment of the respective funds. The Group has determined that the
recent market transaction prices represent fair value at the end of the reporting period.
There were no changes in these valuation techniques during the year ended 31
December 2024.
WORLDSEC LIMITED
Page 58
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
5. FINANCIAL INSTRUMENTS (CONTINUED)
(c) Fair value of financial instruments (Continued)
The following table provides an analysis of the Group’s financial instruments carried at
fair value by level of Fair Value Hierarchy:
| 2024 | ||||
| Level 1 | Level 2 | Level 3 | Total | |
| US$’000 | US$’000 | US$’000 | US$’000 | |
| Listed investments | 427 | - | - | 427 |
| Unlisted investments | - | - | 4,023 | 4,023 |
| 427 | - | 4,023 | 4,450 | |
| 2023 | ||||
| Level 1 | Level 2 | Level 3 | Total | |
| US$’000 | US$’000 | US$’000 | US$’000 | |
| Listed investments | 220 | - | - | 220 |
| Unlisted investments | - | - | 3,734 | 3,734 |
| 220 | - | 3,734 | 3,954 |
Reconciliation for level 3 financial assets at FVTPL carried at fair value based on significant
unobservable inputs are as follows:
| 2024 | ||
| 2023 | ||
| US$’000 | US$’000 | |
| At 1 January | 3,734 | 4,372 |
| Disposal | - | (326) |
| Fair value adjustment | 289 | (312) |
| At 31 December | 4,023 | 3,734 |
Fair value adjustment of financial assets at FVTPL was recognised in the line item ‘other
income, gains and losses, net’ on the face of the consolidated statement of profit or loss and
other comprehensive income.
WORLDSEC LIMITED
Page 59
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
6. CAPITAL RISK MANAGEMENT
The Group’s objective of managing capital is to safeguard its ability to continue as a going concern
in order to provide returns for shareholders and benefits for other stakeholders and to maintain an
optimal capital structure to reduce cost of capital.
In order to maintain or adjust the capital structure, the Group may return capital to shareholders,
issue new shares or sell assets to reduce debts.
The capital structure of the Group consists only of equity attributable to owners of the Company,
comprising share capital and reserves.
Net debt has been calculated as total liabilities less cash and cash equivalents.
The gearing ratio at the end of the reporting period was as follows:
| Year ended 31 December | ||
| 2024 | ||
| 2023 | ||
| US$’000 | US$’000 | |
| Debt | ||
| 212 | 282 | |
| Cash and cash equivalents | (701) | (1,122) |
| (489) | (840) | |
| Equity attributable to owners of the Company | ||
| 5,434 | 5,498 | |
| Net debt to equity | ||
| 0% | 0% |
7. REVENUE
The Group had no revenue from contracts with customers as defined under IFRS 15 Revenue from
Contracts with Customers. An analysis of the Group’s revenue from other sources is as follows:
| Year ended 31 December | ||
| 2024 | ||
| 2023 | ||
| US$’000 | US$’000 | |
| Dividend income from financial assets at FVTPL | 118 | 112 |
8. SEGMENT INFORMATION
An operating segment is a component of the Group that is engaged in business activities from
which the Group may earn revenue and incur expenses, and is identified on the basis of the internal
management reporting information that is provided to and regularly reviewed by the Group’s chief
operating decision makers in order to allocate resources and assess performance of the segment. For
the years ended 31 December 2024 and 2023, the executive directors, who were the chief operating
decision makers for the purpose of resource allocation and assessment of performance, have
determined that the Group had only one single business component/reportable segment as the
Group was only engaged in investment holding. The executive directors allocated resources and
assessed performance on an aggregated basis. Accordingly, no segment information is presented.
WORLDSEC LIMITED
Page 60
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
8. SEGMENT INFORMATION (CONTINUED)
The major operations and the revenue of the Group arise from Hong Kong. The Board of Directors
considers that most of the non-current assets (other than the financial instruments) of the Group are
located in Hong Kong.
9. OTHER INCOME, GAINS AND LOSSES, NET
| Year ended 31 December | ||
| 2024 | ||
| 2023 | ||
| US$’000 | US$’000 | |
| Bank interest income | 28 | 7 |
| Net realised and unrealised gains on financial assets at | ||
| FVTPL | ||
| 391 | ||
| 517 | ||
| Foreign exchange gain/(loss), net | ||
| 11 | (3) | |
| 430 | 521 |
10. STAFF COSTS
The aggregate staff costs (including directors’ remuneration) of the Group were as follows:
| Year ended 31 December | ||
| 2024 | 2023 | |
| US$’000 | US$’000 | |
| Wages and salaries | 272 | 274 |
| Contributions to pension and provident fund | 7 | |
| 7 | ||
| Share-based payment | - | |
| 5 | ||
| 279 | 286 |
Compensation of key management personnel (included in the above amounts) was as follows:
| Year ended 31 December | ||
| 2024 | 2023 | |
| US$’000 | US$’000 | |
| Directors’ fees | 75 | 76 |
| Share-based payment | - | 5 |
| 75 | 81 |
11. FINANCE COSTS
| Year ended 31 December | ||
| 2024 | 2023 | |
| US$’000 | US$’000 | |
| Interest on lease liabilities | 5 | 3 |
WORLDSEC LIMITED
Page 61
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
12. (LOSS)/PROFIT BEFORE INCOME TAX EXPENSE
(Loss)/profit before income tax expense has been arrived at after charging:
| Year ended 31 December | ||
| 2024 | 2023 | |
| US$’000 | US$’000 | |
| Auditor’s remuneration | 55 | |
| 55 | ||
| Depreciation of right-of-use assets | 65 | |
| 65 |
13. INCOME TAX EXPENSE
No provision for income tax has been made as the Group did not generate any assessable profits
that were subject to United Kingdom Corporation Tax, Hong Kong Profits Tax or taxes in other
jurisdictions.
The tax charge for 2024 and 2023 can be reconciled to the (loss)/profit before income tax
expense per the consolidated statement of profit or loss and other comprehensive income as
follows:
| Year ended 31 December | ||
| 2024 | ||
| 2023 | ||
| US$’000 | US$’000 | |
| (Loss)/profit before income tax expense | (55) | 58 |
| Tax (credit)/charge calculated at Hong Kong Profits | ||
| Tax rate of 16.5% (2023: 16.5%) | ||
| (9) | ||
| 9 | ||
| Tax effect of non-deductible expenses | 47 | 111 |
| Tax effect of non-taxable income | ||
| (90) | ||
| (170) | ||
| Tax effect of estimated tax losses not recognised | ||
| 52 | ||
| 50 | ||
| Tax charge for the year | - | |
As at 31 December 2024, the Group had estimated tax losses arising in Hong Kong of
approximately US$2,181,000 (2023: US$1,864,000) 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$38,000 (2023: US$41,000) as it is not probable that taxable profits will be available against
which the deductible temporary differences can be utilised. The deductible temporary
differences can be carried forward indefinitely.
WORLDSEC LIMITED
Page 62
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
14. (LOSS)/EARNINGS PER SHARE
The (loss)/earnings and weighted average number of ordinary shares used in the calculation of
basic and diluted (loss)/earnings per share were as follows.
| Year ended 31 December | ||
| 2024 | ||
| 2023 | ||
| (Loss)/profit for the year attributable to owners of | ||
| the Company (US$’000) | ||
| (55) | 58 |
| Number of shares | ||
| Weighted average number of ordinary shares for the | ||
| purposes of basic and diluted (loss)/earnings per | ||
| share | ||
| 85,101,870 | 85,101,870 | |
| (Loss)/earnings per share – basic and diluted | US(0.06) cent | US0.07 cent |
Diluted (loss)/earnings per share was the same as basic (loss)/earnings per share for the years
ended 31 December 2024 and 2023 as there were no potential dilutive ordinary shares
outstanding at the end of both years.
15. DIVIDENDS
No dividend was paid or proposed during the year ended 31 December 2024, nor has any
dividend been proposed since the end of the reporting period (2023: nil).
16. PROPERTY, PLANT AND EQUIPMENT
| Leasehold | |
| improvements | |
| US$’000 | |
| Cost | |
| At 1 January | |
| 2023, 1 January | |
| 2024 and 31 December 2024 | 69 |
| Accumulated depreciation | |
| At 1 January 2023, 1 January 2024 and 31 December 2024 | 69 |
| Carrying amount | |
| At 31 December 2023 | - |
| At 31 December 2024 | |
| - |
WORLDSEC LIMITED
Page 63
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
17. INTEREST IN A JOINT VENTURE
| 2024 | 2023 | |
| US$’000 | US$’000 | |
| Unlisted investment, at cost | 257 | 257 |
| Accumulated share of post-acquisition losses of the joint venture | (165) | (156) |
| Accumulated share of post-acquisition other comprehensive | ||
| income of the joint venture | ||
| (49) | ||
| (40) | ||
| Share of net assets of the joint venture | 43 | 61 |
| Amount due from the joint venture | 257 | 257 |
The amount due from the joint venture was unsecured, interest-free and repayable on demand.
On 12 December 2014, the Group entered into a subscription agreement with an independent
third party and Oasis Education Group Limited (“Oasis Education”) pursuant to which the
Group made an investment by way of capital contribution and shareholder’s loan, for a 50%
interest in Oasis Education.
The contractual arrangement provides the Group with only the rights to the net assets of the joint
arrangement, with the rights to the assets and obligations for the liabilities of the joint
arrangement resting primarily with Oasis Education. Under IFRS 11 Joint Arrangements, this
joint arrangement was classified as a joint venture and has been included in the consolidated
financial statements using the equity method.
Details of the joint venture were as follows:
| Name | |||||
| Country of | |||||
| incorporation | |||||
| and operation | |||||
| Proportion of | |||||
| ownership | |||||
| interest | |||||
| Paid-up | |||||
| registered | |||||
| Capital | |||||
| Principal | |||||
| activities | |||||
| Direct | |||||
| Indirect | |||||
| Oasis Education Group Limited | |||||
| 奧偉詩教育集團有限公司 | |||||
| Hong Kong | |||||
| 50% | - | HK$4,000,000 | Investment | ||
| holding | |||||
| 奧偉詩教育咨詢(深圳)有限公司 | |||||
| The People’s | |||||
| Republic | |||||
| of China | |||||
| (the “PRC”) | |||||
| - | 50% | HK$5,000,000 | Provision of | ||
| education | |||||
| consulting and | |||||
| support | |||||
| services to | |||||
| kindergartens | |||||
| in the PRC |
WORLDSEC LIMITED
Page 64
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
17. INTEREST IN A JOINT VENTURE (CONTINUED)
The aggregate amounts related to the joint venture that have been included in the consolidated
financial statements of the Group as extracted from the financial statements of the joint venture,
adjusted to reflect adjustments made by the Group when applying the equity method of
accounting, are set out below:
| 2024 | ||
| 2023 | ||
| Results of the joint venture for the year | US$’000 | US$’000 |
| Revenue | - | - |
| Other income | - | - |
| Expenses | (17) | (6) |
| Loss for the year | (17) | (6) |
| Other comprehensive income for the year | (19) | (15) |
| Total comprehensive income for the year | (36) | (21) |
| Share of losses of the joint venture for the year | (9) | (3) |
| Share of other comprehensive income of the | ||
| joint venture for the year | ||
| (9) | ||
| (7) | ||
| Accumulated share of results of the joint venture | (165) | (156) |
| Assets and liabilities of the joint venture at 31 December | ||
| 2024 | ||
| 2023 | ||
| US$’000 | US$’000 | |
| Non-current assets | - | - |
| Current assets | 679 | 715 |
| Non-current liabilities | - | - |
| Current liabilities | (594) | (594) |
| Net assets | 85 | 121 |
| Included in the above amounts were: | ||
| Cash and cash equivalents | 167 | 171 |
| Depreciation and amortisation | - | - |
| Interest income | - | - |
| Interest expenses | - | - |
| Current financial liabilities (excluding trade and other payables) | 594 | 594 |
| Percentage of equity interest attributable to the Group | 50% | 50% |
| Share of net assets of the joint venture | 43 | 61 |
WORLDSEC LIMITED
Page 65
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
18. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
| 2024 | 2023 | |
| US$’000 | US$’000 | |
| Financial assets at FVTPL | ||
| Listed investments, at fair value | 427 | |
| 220 | ||
| Unlisted investments, at fair value | 4,023 | |
| 3,734 | ||
| 4,450 | ||
| 3,954 | ||
| Less: Current portion | (355) | (190) |
| Non-current portion | 4,095 | 3,764 |
19. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES
The Group leased an office premise with a lease term of 2 years at a fixed rate. The weighted
average lessee’s incremental borrowing rate applied to lease liabilities recognised in the
consolidated statement of financial position was 5%. The carrying amounts of the Group’s right-
of-use assets and lease liabilities were as follows:
| Office premises | ||
| Right-of-use | ||
| assets | ||
| Lease | ||
| liabilities | ||
| US$’000 | US$’000 | |
| As at 1 January 2023 | 48 | 55 |
| Lease modification | 130 | 130 |
| Lease payments | - | (63) |
| Depreciation charge | (65) | - |
| Interest expenses | - | 3 |
| As at 31 December 2023 and 1 January 2024 | 113 | 125 |
| Lease payments | - | (75) |
| Depreciation charge | (65) | - |
| Interest expenses | - | 5 |
| As at 31 December 2024 | 48 | 55 |
Future lease payments are due as follows:
| As at 31 December 2024 | |||
| Minimum lease | |||
| payments | |||
| Interest | |||
| Present | |||
| value | |||
| US$’000 | US$’000 | US$’000 | |
| Not later than one year | |||
| 56 | (1) | 55 | |
| As at 31 December 2023 | |||
| Minimum lease | |||
| payments | |||
| Interest | |||
| Present | |||
| value | |||
| US$’000 | US$’000 | US$’000 | |
| Not later than one year | |||
| 75 | (5) | 70 | |
| Later than one year and not later than five | |||
| years | |||
| 56 | |||
| (1) | |||
| 55 | |||
| 131 | (6) | 125 |
WORLDSEC LIMITED
Page 66
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
20. SUBSIDIARIES
Details of the subsidiaries of the Company were as follows:
| Name | ||||||
| Country of | ||||||
| incorporation | ||||||
| Proportion of | ||||||
| ownership | ||||||
| interest | ||||||
| Proportion of | ||||||
| voting power | ||||||
| held | ||||||
| Principal | ||||||
| activities | ||||||
| 2024 | 2023 | 2024 | 2023 | |||
| Worldsec Financial Services | ||||||
| Limited | ||||||
| The British | ||||||
| Virgin | ||||||
| Islands | ||||||
| 100% | 100% | 100% | 100% | Investment | ||
| holding | ||||||
| Worldsec Corporate Finance | ||||||
| Limited | ||||||
| The British | ||||||
| Virgin | ||||||
| Islands | ||||||
| 100%* | 100%* | 100%* | 100%* | Inactive | ||
| Worldsec Investment (Hong | ||||||
| Kong) Limited | ||||||
| Worldsec Investment (China) | ||||||
| Limited | ||||||
| Hong Kong | ||||||
| The British | ||||||
| Virgin | ||||||
| Islands | ||||||
| 100%* | ||||||
| 100%* | ||||||
| 100%* | ||||||
| 100%* | ||||||
| 100%* | ||||||
| 100%* | ||||||
| 100%* | ||||||
| 100%* | ||||||
| Investment | ||||||
| holding | ||||||
| Investment | ||||||
| holding |
* Indirectly held subsidiaries
21. CASH AND CASH EQUIVALENTS
| 2024 | 2023 | |
| US$’000 | US$’000 | |
| Bank balances | 296 | 480 |
| Cash balances | 1 | 1 |
| Time deposits with original maturity within three months | 404 | 641 |
| 701 | 1,122 |
Bank balances bore interest at the then prevailing market rates ranging from 0.001% to 0.01%
(2023: 0.001% to 0.01%) per annum and had original maturities of three months or less. Time
deposits bore interest at 3.5% (2023: 4.0% to 4.5%) per annum and had original maturities
within three months.
22. OTHER PAYABLES AND ACCRUALS
| 2024 | ||
| 2023 | ||
| US$’000 | US$’000 | |
| Other payables and accruals | 157 | 157 |
WORLDSEC LIMITED
Page 67
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
23. SHARE CAPITAL
| Number of | ||
| shares | ||
| Total | ||
| US$’000 | ||
| Authorised: | ||
| Ordinary shares of US$0.001 each | ||
| At 1 January 2023, 1 January 2024 and 31 | ||
| December 2024 | ||
| 60,000,000,000 | ||
| 60,000 | ||
| Called up, issued and fully paid: | ||
| Ordinary shares of US$0.001 each | ||
| At 1 January 2023, 1 January 2024 and 31 | ||
| December 2024 | ||
| 85,101,870 | ||
| 85 |
24. RESERVES
(a) The share premium account represents the premium arising from the issue of shares of the
Company at a premium.
(b) The contributed surplus represents the amount arising from the reduction in the nominal
value of the authorised and issued shares of the Company and the reduction in the share
premium account pursuant to an ordinary resolution passed on 23 July 2003.
(c) Share option reserve comprises the fair value of the Company’s share options which have
been granted but which have yet to be exercised, as further explained in the accounting
policy for share-based payment transactions in note 3 to the consolidated financial
statements. The amount will either be transferred to the issued capital account and the share
premium account when the related options are exercised, or be transferred to accumulated
losses should the related options expire or be forfeited.
(d) Exchange differences relating to the translation of the net assets of the Group’s foreign
operations (including a joint venture) from their functional currencies to the Group’s
presentation currency were recognised directly in other comprehensive income and
accumulated in the foreign currency translation reserve. Such exchange differences
accumulated in the foreign currency translation reserve will be reclassified to profit or loss
on the disposal of the foreign operations.
(e) The special reserve represents the amount arising from the difference between the nominal
value of the issued share capital of each subsidiary and the nominal value of the issued
share capital of the Company along with the surplus arising in a subsidiary on group
reorganisation completed on 26 February 2007.
(f) Accumulated losses represent accumulated net gains and losses recognised in the profit or
loss of the Group.
WORLDSEC LIMITED
Page 68
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
25. SHARE-BASED PAYMENTS
The Company operates an equity-settled share-based remuneration scheme for the employees
and directors.
On 1 December 2015, the Company granted to certain eligible persons a total of 2,950,000 share
options to subscribe on a one for one basis new ordinary shares of US$0.001 each in the share
capital of the Company under the Worldsec Employee Share Option Scheme 1997 (the “Option
Scheme”) which was revised on 24 September 2014. The share options vested six months from
the date of grant and were then exercisable within a period of 9.5 years.
On 29 May 2019, the Company granted to certain eligible persons a total of 2,050,000 share
options to subscribe on a one for one basis new ordinary shares of US$0.001 each in the share
capital of the Company under the Option Scheme. The share options vested six months from the
date of grant and were then exercisable within a period of 9.5 years.
On 20 February 2023, the Company granted 350,000 share options to a director 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$0.034 per share under the Option Scheme. The share options vested six months from the
date of grant and were then exercisable within a period of 9.5 years.
The following table discloses the movements of the outstanding share options under the Option
Scheme during the years ended 31 December 2024 and 2023.
| Number of options | ||||||||
| Grantee | ||||||||
| Exercisable | ||||||||
| period | ||||||||
| Balance at | ||||||||
| 1 January | ||||||||
| 2024 | ||||||||
| Granted | ||||||||
| during the | ||||||||
| year | ||||||||
| Exercised | ||||||||
| during the | ||||||||
| year | ||||||||
| Forfeited | ||||||||
| during the | ||||||||
| year | ||||||||
| Lapsed | ||||||||
| during the | ||||||||
| year | ||||||||
| Balance at | ||||||||
| 31 December | ||||||||
| 2024 | ||||||||
| Exercise | ||||||||
| price per | ||||||||
| share | ||||||||
| (US$) | ||||||||
| Directors | 20 August | |||||||
| 2023 to 19 | ||||||||
| February 2033 | ||||||||
| 29 November | ||||||||
| 2019 to 28 | ||||||||
| May 2029 | ||||||||
| 1 June 2016 to | ||||||||
| 30 November | ||||||||
| 2025 | ||||||||
| 350,000 | ||||||||
| 1,750,000 | ||||||||
| 2,500,000 | ||||||||
| - | ||||||||
| - | ||||||||
| - | ||||||||
| - | ||||||||
| - | ||||||||
| - | ||||||||
| - | ||||||||
| - | ||||||||
| - | ||||||||
| - | ||||||||
| - | ||||||||
| - | ||||||||
| 350,000 | ||||||||
| 1,750,000 | ||||||||
| 2,500,000 | ||||||||
| 0.034 | ||||||||
| 0.034 | ||||||||
| 0.122 | ||||||||
| Employees | 29 November | |||||||
| 2019 to 28 | ||||||||
| May 2029 | ||||||||
| 1 June 2016 to | ||||||||
| 30 November | ||||||||
| 2025 | ||||||||
| 300,000 | ||||||||
| 450,000 | ||||||||
| - | ||||||||
| - | ||||||||
| - | ||||||||
| - | ||||||||
| - | ||||||||
| - | ||||||||
| - | ||||||||
| - | ||||||||
| 300,000 | ||||||||
| 450,000 | ||||||||
| 0.034 | ||||||||
| 0.122 | ||||||||
| 5,350,000 | - | - | - | - | 5,350,000 |
WORLDSEC LIMITED
Page 69
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
25. SHARE-BASED PAYMENTS (CONTINUED)
| Number of options | ||||||||
| Grantee | ||||||||
| Exercisable | ||||||||
| period | ||||||||
| Balance at | ||||||||
| 1 January | ||||||||
| 2023 | ||||||||
| Granted | ||||||||
| during the | ||||||||
| year | ||||||||
| Exercised | ||||||||
| during the | ||||||||
| year | ||||||||
| Forfeited | ||||||||
| during the | ||||||||
| year | ||||||||
| Lapsed | ||||||||
| during the | ||||||||
| year | ||||||||
| Balance at | ||||||||
| 31 December | ||||||||
| 2023 | ||||||||
| Exercise | ||||||||
| price per | ||||||||
| share | ||||||||
| (US$) | ||||||||
| Directors | 20 August | |||||||
| 2023 to 19 | ||||||||
| February 2033 | ||||||||
| 29 November | ||||||||
| 2019 to 28 | ||||||||
| May 2029 | ||||||||
| 1 June 2016 to | ||||||||
| 30 November | ||||||||
| 2025 | ||||||||
| - | ||||||||
| 1,750,000 | ||||||||
| 2,500,000 | ||||||||
| 350,000 | ||||||||
| - | ||||||||
| - | ||||||||
| - | ||||||||
| - | ||||||||
| - | ||||||||
| - | ||||||||
| - | ||||||||
| - | ||||||||
| - | ||||||||
| - | ||||||||
| - | ||||||||
| 350,000 | ||||||||
| 1,750,000 | ||||||||
| 2,500,000 | ||||||||
| 0.034 | ||||||||
| 0.034 | ||||||||
| 0.122 | ||||||||
| Employees | 29 November | |||||||
| 2019 to 28 | ||||||||
| May 2029 | ||||||||
| 1 June 2016 to | ||||||||
| 30 November | ||||||||
| 2025 | ||||||||
| 300,000 | ||||||||
| 450,000 | ||||||||
| - | ||||||||
| - | ||||||||
| - | ||||||||
| - | ||||||||
| - | ||||||||
| - | ||||||||
| - | ||||||||
| - | ||||||||
| 300,000 | ||||||||
| 450,000 | ||||||||
| 0.034 | ||||||||
| 0.122 | ||||||||
| 5,000,000 | 350,000 | - | - | - | 5,350,000 |
No share-based payment was charged to the profit or loss account of the Group during the year
ended 31 December 2024 (2023: US$5,000).
Of the total number of share options outstanding at the end of the year, all (2023: all) had vested
and were exercisable at the end of the year.
No share option was exercised during the years ended 31 December 2024 and 2023.
The weighted average remaining contractual life for the share options outstanding at the end of
the reporting period was 2.7 years (2023: 3.7 years)
26. RELATED PARTY TRANSACTIONS
Other than the compensation of key management personnel as disclosed below, the Group did
not have any related party transactions during the years ended 31 December 2024 and 2023.
Compensation of key management personnel
Key management personnel were the directors only. The remuneration of directors is set out in
note 10 to the consolidated financial statements.
27. CONTINGENT LIABILITIES
The Group had no material contingent liabilities at 31 December 2024 (2023: nil).
WORLDSEC LIMITED
Page 70
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
28. NOTES SUPPORTING STATEMENT OF CASH FLOWS
(a) Cash and cash equivalents comprise:
| 2024 | ||
| 2023 | ||
| US$’000 | US$’000 | |
| Cash available on demand | 701 | 1,122 |
(b) Reconciliation of liabilities arising from financing activities:
| Lease liabilities | |
| (note 19) | |
| US$’000 | |
| At 1 January 2023 | |
| 55 | |
| Changes from cash flows: | |
| Repayment of principal portion of lease liabilities | |
| (60) | |
| Repayment of interest portion of lease liabilities | (3) |
| Total changes from financing cash flows | (63) |
| Other changes: | |
| Interest on lease liabilities | |
| 3 | |
| 130 | |
| 133 | |
| 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 |
| 5 | |
| At 31 December 2024 | 55 |
WORLDSEC LIMITED
Page 71
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 72
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 80
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 77
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 Digital
Holdings 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 73
BIOGRAPH
ICAL NOTES OF THE DIRECTORS (CONTINUED)
Ernest Chiu Shun She - Executive Director – aged 64
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 notably
Worldsec Corporate Finance Limited where he had a long and committed stint, 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 served as an Independent Non-Executive Director and 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 73
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 74
BIOGRAPHICAL NOTES OF THE DIRECTORS (CONTINUED)
Martyn Stuart Wells - Non-Executive Director – aged 80
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 70
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.