Bridging Cultures GrowingValue - Singapore Exchange

ANNUAL REPORT 2016
SHC CAPITAL ASIA LIMITED 302 Orchard Road #10-01, Singapore 238862
T : (65) 6715 9319 F : (65) 6733 4383
01 Corporate Profi le
02 Chairman’s Message
04 Board of Directors
49 Shareholding Statistics
Proxy Form
This annual report has been prepared by the Company and its contents have been reviewed by the Company’s sponsor, PrimePartners Corporate Finance Pte. Ltd. (the “Sponsor”) for compliance with the Singapore Exchange Securities Trading Limited (the “SGX-ST”) Listing Manual Section B: Rules of Catalist. The Sponsor has not verifi ed the contents of this annual report.
This annual report has not been examined or approved by the SGX-ST. The Sponsor and the SGX-ST assume no responsibility for the contents of this annual report, including the accuracy, completeness or correctness of any of the information, statements or opinions made or reports contained in this annual report.
The contact person for the Sponsor is Ms Gillian Goh, Director, Head of Continuing Sponsorship, at 16 Collyer Quay, #10-00 Income at Raffl es, Singapore 049318, telephone (65) 6229 8088.
C on
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Corporate profile
SHC Capital Asia Limited (the “Company”) had, on 1 August 2014, completed the disposal of the entire issued and paid-up share capital of its wholly owned subsidiary, SHC Insurance
Pte. Ltd. (the”Disposal”).
Following the completion of the Disposal, the Company ceased to have any operating business and had since became a cash company under Rule 1017 of the Singapore
Exchange Securities Trading Limited (“SGX-ST”) Listing Manual Section B: Rules of Catalist.
On 24 October 2016, the Company had entered into a conditional sale and purchase agreement (“SPA”) with Yoma Strategic Investments Ltd. (“YSIL”), First Myanmar Investment
Company Limited (“FMI”) and Exemplary Ventures Limited (collectively, “Vendors”), pursuant to which the Company shall acquire from the Vendors the entire issued and
paid-up share capital of MM Myanmar Pte. Ltd., a company incorporated by YSIL and/or FMI which will in turn acquire the certain tourism-related businesses in Myanmar, for a total consideration of S to e satisfied in full the issuance and allot ent of ne
ordinary shares in the capital of the Company (“Proposed Acquisition”).
On 14 December 2016, the Company announced that the SGX-ST had on 13 December 2016 granted the Company a further extension of time to meet the requirements for a
new listing to 30 September 2017 (the “Further Extension”), subject to certain conditions (“Conditions”). Please refer to the aforementioned announcement for further details,
including the Conditions and the reasons for seeking the Further Extension.
The Company refers to the announcements made on SGXNET on 22 December 2016 and 24 December 2016 in relation to updates on the Proposed Acquisition.
At the extraordinary general meeting of the Company held on 7 December 2016, shareholders had approved the capital reduction and cash distribution of S$0.095 for each
ordinary share. The Company had on 3 February 2017 completed the capital reduction and payment of the cash distribution which amounted to S$29,068,345 in aggregate to
shareholders.
The Company refers to the announcements made on SGXNET on 31 October 2016, 28 November 2016, 7 December 2016, 18 January 2017 and 19 January 2017 and the circular
dated 14 November 2016 in relation to the capital reduction and the cash distribution.
The Company will make the appropriate announcement(s) as and when there are any material updates or developments in relation to the Proposed Acquisition.
SHC Capital Asia Limited
SHC CAPITAL ASIA LIMITED2
Chairman’s message
Dear shareholders On behalf of the Board of Directors, I am pleased to present to you SHC Capital Asia Limited’s (the “Company”) Annual Report for the financial ear ended 31 December 2016 (“FY2016”).
the Year in review Following the signing of the non-binding memorandum of understanding on 20 January 2016, the Company had subsequently on 24 October 2016 entered into a conditional sale and purchase agreement (“SPA”) with Yoma Strategic Investments Ltd. (“YSIL”), First Myanmar Investment Company Limited (“FMI”) and Exemplary Ventures Limited (collectively, “Vendors”), pursuant to which the Company shall acquire from the Vendors the entire issued and paid- up share capital of MM Myanmar Pte. Ltd., a company incorporated by YSIL and/or FMI which will in turn acquire the certain tourism- related businesses in Myanmar, for a total consideration of S to e satisfied in full by the issuance and allotment of new ordinary shares in the capital of the Company (“Consideration Shares”) at the issue price of S$0.263 per Consideration Share (post a proposed share consolidation exercise to be undertaken in conjunction with the Proposed Acquisition) (“Proposed Acquisition”).
ANNUAL REPORT 2016 3
Chairman’s message
Pursuant to the Proposed Acquisition, the SGX-ST had on 13 December 2016 granted the Company, in its capacity as a cash company, a further extension of time to meet the requirements for a new listing, to 30 September 2017 subject to certain conditions.
During FY2016, the Company’s shareholders had also on 7 December 2016 at an Extraordinary General Meeting approved a cash distribution of S$0.095 per share to be carried out by way of a capital reduction exercise to reduce the issued and paid-up capital of the Company of S$$40,143,640 to approximately S$11,075,295. This capital reduction exercise amounting to a total payout of S$29,068,345 to shareholders was completed on 3 February 2017.
statement of Comprehensive income The Company posted a loss after tax of S$2.373 million for FY2016 as compared to that of S$2.681 million in the financial ear ended ece er 2015, which was primarily due to the decrease in other operating expenses of S$0.313 million which was in turn mainly attributable to the absence of legal and professional fees incurred in relation to the proposed acquisition of Tong Da Medical Device Limited (which was terminated in FY2015), offset by
the increase of such fees incurred in respect of the Proposed Acquisition.
statement of financial position As of the close of financial ear December 2016, the Company’s assets comprised mainly of cash and cash equivalents of S$36.635 million including the $30.690 million kept in escrow as required under Rule 1017(1) (a) of the Catalist Rules. Subsequent to the end of FY2016, S$29.068 million of the cash placed in the escrow account had been distributed to shareholders in February 2017.
Other payables of S$0.470 million as at 31 December 2016 comprised mainly accrual of statutory costs and directors fees.
Statement of Cashflows The Company reported a net decrease in cash and cash equivalents of S$1.050 million for FY2016 as compared to a decrease of S$2.512 million in FY2015. The decrease in cash and cash equivalents was due to the payment of fees for the interim CEO and interim CFO as well as professional fees relating to the Proposed Acquisition. The decrease was partially set off by the release of deposits held as collaterals for two Standby Letters of Credit during FY2016.
The Company reported cash and cash equivalents of S$5.945 million as of 31 December 2016.
moving forward The Board of Directors is working towards the completion of the Proposed Acquisition and announcements will be made as and when appropriate.
in appreciation On behalf of the Board of Directors, I would like to thank our shareholders for their support through the years. We look forward to your continued support as the Company embarks on a new chapter.
mr. teo soo Kiat Chairman and Interim Chief Executive Officer
shareholDers haD on 7 DeCember 2016 at an extraorDinarY general meeting approveD a Cash Distribution of s$0.095 per share to be CarrieD out bY waY of a Capital reDuCtion exerCise to reDuCe the issueD anD paiD-up Capital of the CompanY of s$40,143,640 to approximatelY s$11,075,295.
mr. teo soo Kiat Chairman and Interim Chief Executive Officer
Mr. Teo Soo Kiat was appointed as a Non-Executive Director of the Company on 19 January 2012 upon its incorporation. He was appointed as the Non-Executive Chairman of the Board on 15 March 2012 and was last re-appointed as a Director of the Company on 29 April 2016. Mr. Teo was appointed as Interim Chief
ecutive fficer of the Co pan on August 2014 following the completion of the disposal of the Company’s entire shareholding interest in SHC Insurance Pte. Ltd. and is a member of the Nominating Committee of the Company. He is also the Executive Chairman of See Hoy Chan Sdn. Berhad Group.
Mr. Teo holds a MBA from Florida State University, US and a Bachelor of Science in Business Administration (Cum Laude) from Syracuse University, US. Starting his insurance career in the US with Johnson & Higgins of
Washington Inc., Mr. Teo was with the company for over six years before moving on to acquire experiences in other areas. Mr. Teo has accumulated more than 30 years of extensive experience in the areas of general insurance, property development and investment.
mr. teo soo Chew Non-Executive and Non-Independent Director
Mr. Teo Soo Chew was appointed to the Board as a Non-Executive Director on 15 March 2012 and was last re-appointed as a Director of the Company on 29 April 2016. He is a member of the Audit Committee and the Remuneration Committee of the Company. Mr. Teo is also an executive director of See Hoy Chan Sdn. Berhad Group.
Having graduated with a Bachelor of Economics degree from Flinders University, South Australia in 1972, Mr. Teo has since worked and gained extensive experience in the
areas of general insurance, property development and investment. Mr. Teo was also a director of Singapore Reinsurance Corporation Limited till 2004.
mr. teo Chiang Khai Non-Executive and Non-Independent Director
Mr. Teo Chiang Khai was appointed to the Board as a Non-Executive Director on 15 March 2012 and was last re-appointed as a Director of the Company on 30 April 2015. He is also an executive director of See Hoy Chan Sdn. Berhad Group.
With over 31 years of experience in the property sector, including property development and management of properties, Mr. Teo is equipped with expertise in the areas of feasibility studies and concept design, design development, tender, construction, testing and commissioning, defects management during the liability period, marketing and tenancy management, security and car park operations.
boarD of DireCtors
from left to right back row: mr. teo eu Jin, nicholas, mr. teo hsi leang, mr. teo Chiang Khai, mr. teo soo Chew from left to right front row: mr. teo soo Kiat, mr. ng fook ai, victor
Mr. Teo holds a Bachelor of Engineering (Mechanical) degree from South Australia Institute of Technology, now known as University of South Australia.
Pursuant to Article 99 of the Company’s Constitution, Mr. Teo will retire at the forthcoming AGM and is being nominated for re-election as a Director of the Company.
mr. teo hsi leang Non-Executive and Non-Independent Director
Mr. Teo Hsi Leang was appointed to the Board as a Non-Executive Director on 1 August 2014 and was last re-appointed as a Director of the Company on 30 April 2015. He is also an executive director of See Hoy Chan Sdn. Berhad Group since 2007 and is responsible for the group’s strategic and corporate planning.
Mr. Teo holds a Bachelor of Business Degree from Edith Cowan University, Western Australia.
mr. ng fook ai, victor Lead Independent Director
Mr. Ng Fook Ai, Victor was appointed to the Board as the Lead Independent Director on 1 August 2014 and was last re-appointed as a Director of the Company on 30 April 2015. Mr. Ng is the Chairman of the Audit Committee and the Remuneration Committee of the Company. He also serves as a member of the Nominating Committee of the Company. Mr. Ng is the chairman of 1 Rockstead GIP Fund Limited. He has founded and managed a number of China focused funds, including China Growth Opportunities. Mr. Ng is also an independent director of SHC Investments Ltd (formerly known as The Nanyang Insurance Company Limited) (a related company of See Hoy Chan Sdn Berhad). In addition,
Mr. Ng is an independent director of Sunshine 100 China Holdings Ltd, a company listed on the Main Board of the Stock Exchange of Hong Kong Limited, and MY E.G. Services Berhad, a company listed on the Main Board of Bursa Malaysia Securities Berhad. Mr. Ng had also previously served as an independent director of Asia Power Corporation Limited, and was the former Chairman of Devotion Energy Group Limited and SIIC Environment Holdings Ltd which are companies listed on the Main Board of the SGX- ST. Mr. Ng is currently an independent director of SB REIT Management Pte. Ltd. and Cityneon Holdings Limited, companies listed on the Main Board of Singapore Exchange Limited (“SGX”). Mr. Ng is also Chairman and Director of Caregiver Group Pte Ltd. Mr. Ng was a Resource Person of the Singapore Government Parliamentary Committee (National Development) from 1984 to 1985 and the Singapore Government Parliamentary Committee (Defence and Foreign Affairs) from 1986 to 1988. He was also on the board of the Public Transport Council of Singapore from 1988 to 1989. In 1992, Mr. Ng was conferred the Public Service Medal (PBM) (Community Services) by the President of the Republic of Singapore. He is currently a Patron at Chong Pang Citizen’s Consultative Committee. Mr. Ng holds a Bachelor of Science (Economics) (Honours) and Master Science (Economics) from Birkbeck College, University of London. He was awarded the University of London Convocation Book Prize (First) and the Lord Hailsham Scholarship in 1974. Mr Ng is also a Fellow Member of Chartered Management Institute(CMI), United Kingdom. Pursuant to Article 99 of the Company’s Constitution, Mr. Ng will retire at the forthcoming AGM and is being nominated for re-election as a Director of the Company.
mr. teo eu Jin, nicholas Independent Director
Mr. Teo Eu Jin, Nicholas was appointed to the Board as an Independent Director on 1 August 2014 and was last re-appointed as a Director of the Company on 30 April 2015. Mr. Teo is the Chairman of the Nominating Committee of the Company and also serves as a member of the Audit Committee and the Remuneration Committee of the Company.
Mr. Teo commenced practice as an advocate and solicitor in Singapore in firstl as a litigator and subsequently from 2002 to 2015, as a corporate and commercial lawyer with Kelvin Chia Partnership, a commercial la fir esta lished in Singapore As a partner of Kelvin Chia Partnership, Mr. Teo has advised multi-national companies, local SMEs and individuals on matters covering contractual, statutory/regulatory compliance and cross-border issues. Mr. Teo had ceased to be a Partner of Kelvin Chia Partnership on 31 March 2016 and remained as an Independent Consultant with Kelvin Chia Partnership.
Mr. Teo holds a Bachelor of Law (Honours) degree from Leicester University, United Kingdom.
boarD of DireCtors
mr. teo Yiam beng steven Interim Chief Financial Officer
Mr. Teo Yiam Beng Steven was appointed as the Interim Chief Financial fficer of the Co pan on August 2014 following the completion of the disposal of the Company’s entire shareholding interest in SHC Insurance Pte. Ltd.. Mr. Teo is responsible for the Co pan s finance and general management.
Mr. Teo has extensive experience in corporate finance audit and ta ation
e as previousl the financial controller of SHC Investments Ltd (formerly known as The Nanyang Insurance Company Limited) (a related company of See Hoy Chan Sdn Berhad) from 1987 to 1995 and was the general manager of See Hoy Chan Sdn. Berhad Group from 1996 to 2001. Mr. Teo practices as a Public Accountant in Singapore over the last 13 years and is a Fellow Member of the Institute of Singapore Chartered Accountants, Association of Chartered Certified Accountants, UK, CPA Australia and Singapore Institute of Accredited Tax Professionals.
Mr. Teo is currently a non-executive director of See Hoy Chan Holdings Pte Ltd and SHC Technology (Singapore) Pte Ltd.
KeY management
Corporate information
board of Directors Mr. Teo Soo Kiat Chairman and Interim Chief ecutive fficer
MBA
B. Econs
B. Eng (Mech)
B. Business
B. Sc. (Econs) (Hons) M.Sc. (Econs)
Mr. Teo Eu Jin, Nicholas Independent Director
LLB (Hons)
audit Committee Mr. Ng Fook Ai, Victor (Chairman) Mr. Teo Soo Chew Mr. Teo Eu Jin, Nicholas
nominating Committee Mr. Teo Eu Jin, Nicholas (Chairman)
Mr. Teo Soo Kiat Mr. Ng Fook Ai, Victor
remuneration Committee Mr. Ng Fook Ai, Victor (Chairman) Mr. Teo Soo Chew Mr. Teo Eu Jin, Nicholas
Registered Office 302 Orchard Road #10-01 Singapore 238862 Tel: (65) 67159319 Fax: (65) 67334383
Company secretary Ms. Chan Lai Yin, ACIS
share registrar Tricor Barbinder Share Registration Services (A division of Tricor Singapore Pte. Ltd.) 80 Robinson Road #02-00 Singapore 068898 Tel: (65) 62363333
auditors KPMG LLP
Raf es ua #22-00 Hong Leong Building Singapore 048581 Partner-in-charge: Mr. Goh Kim Chuah (Chartered Accountant, a member of the Institute of Singapore Chartered Accountants)
ith effect fro the financial ear ended December 2015)
sponsor PrimePartners Corporate Finance Pte. Ltd.
Coll er ua nco e at Raf es
Singapore 049318
30 Statement of Changes in Equity
31 Statement of Cash Flows
32 Notes to the Financial Statements
REPORT ON CORPORATE GOVERNANCE
The board of directors (the “Board” or “Directors”) of SHC Capital Asia Limited (the “Company”) is committed to maintaining a high standard of corporate governance to safeguard the interests of shareholders of the Company (the “Shareholders”) and to pro ote investors confidence and support in co pl ing ith the Code of Corporate Governance the Code 2012 pursuant to Rule of the isting Manual Section Rules of Catalist the Catalist Rules”) of the Singapore Exchange Securities Trading Limited (the “SGX-ST”).
he oard is pleased to confir that for the financial ear ended ece er FY2016”), the Company has adhered to the principles and guidelines as set out in the Code e cept here other ise stated n areas here e have not co plied ith the Code if an appropriate e planations have een provided in the relevant sections he Co pan
ill continue to assess its needs in its current capacit as a cash co pan and i ple ent appropriate easures accordingl
BOARD MATTERS
Principle 1 - The Board’s Conduct of Affairs
he oard is entrusted ith the overall responsi ilit for the corporate governance of the Co pan so as to protect and enhance long ter Shareholders value t sets the overall strateg for the Co pan and supervises Manage ent and
onitors their perfor ance Apart fro its statutor responsi ilities the principal functions of the oard are
a to approve the oard s policies strategies and financial o ectives of the Co pan
to revie Manage ent s perfor ance annual udget significant financial and operating e penditures ac uisition and disposal of significant invest ents significant related part transactions and prospects of the Co pan
c to approve no inations to the oard and the re oval and appoint ent of e anage ent personnel as a e recommended by the Nominating Committee of the Company (“NC
d to identif principal ris s of the Co pan s usiness and ensure ade uate s ste s of internal controls and ris anage ent processes are in place
e to assu e responsi ilit for corporate governance of the Co pan and
(f) to consider any sustainability issues as part of its strategic formulation.
o facilitate effective e ecution of its responsi ilities the oard has delegated certain functions to the Audit Co ittee AC”), the NC and the Remuneration Committee (“RC”) (collectively referred to as the “Board Committees hich are chaired ndependent irectors ithout a dicating the oard s responsi ilit he oard Co ittees ere esta lished to assist the oard in carr ing out and discharging its duties and responsi ilities efficientl and effectivel he oard Co ittees function ithin clearl defined ter s of references and operating procedures he effectiveness of each oard Co ittee is revie ed the oard on a regular asis he responsi ilit for the final decision on all atters lies ith the entire oard
he oard eets regularl at least five ti es a ear to revie and deli erate on potential ac uisition opportunities including revie ing and approving significant ac uisitions and disposals revie ing financial perfor ance and to approve the pu lic release of the Co pan s interi and full ear financial results he oard also periodicall revie s the internal control and ris anage ent s ste s of the Co pan to ensure that there are sufficient guidelines and procedures in place to onitor its operations here necessar additional eetings a e held to address significant transactions or issues
The Constitution of the Company provides that meetings can be held via tele-conferencing, video conferencing or other eans of si ilar co unications e uip ent All relevant infor ation on aterial events and transactions are circulated
to the irectors on a ti el asis Prior to a oard eeting the agenda for the eeting relevant infor ation on aterial events and transactions ill e circulated to all the irectors for their perusal to ena le the to o tain further clarifications e planations and to ensure s ooth proceeding of the eeting he proceedings and resolutions reached at each oard
eeting ill e inuted and signed the Chair an of the eeting esides oard eetings the oard also deli erates on and approves atters that re uire the oard s approval through circulation of irectors resolution s
Pursuant to the recent a end ents of the Co panies Act Chapter of Singapore the Co panies Act the Me orandu and Articles of Association of the Co pan are dee ed la to e erged to for the Constitution of the Co pan
he attendance of the irectors at the oard and oard Co ittee eetings during F is set out as follo s
Name of Directors
CEO) – – – –
4 4 – –
– – – – – –
– – – – – –
4 4
4 4
he oard has identified ithout li itation the follo ing atters that re uire its approval
a Periodic financial results announce ents and annual audited financial state ents
eclaration of dividends and other returns to shareholders
c Ma or funding proposals or an orro ings
d Corporate or financial restructuring and share issuances
e Mergers and ac uisitions
f Material ac uisitions and disposals
g ransaction s involving interested person s and
h Appoint ents of ne irector s
pon the appoint ent of a ne irector the Co pan ill provide a for al letter to the irector setting out a ongst others his duties and o ligations Ne l appointed irectors ill e riefed on the Co pan s usiness operations financial perfor ance and corporate governance policies epending on specific re uire ents ne irectors a e sent for trainings and or se inars to ac uaint the on irectors duties and co pliance ith the relevant odies of la and regulations in the perfor ance of their duties here as no ne irector appointed in F
For e isting irectors the oard has instituted a process to revie the training needs of all irectors on an annual asis to ensure that the are e uipped ith appropriate s ills and no ledge to effectivel perfor their roles on the oard and
oard Co ittees he Co pan arranges and funds the training of the irectors rainings riefings and updates for the irectors in F include riefing the e ternal auditors to the AC on changes or a end ents to accounting standards
he irectors are infor ed fro ti e to ti e of develop ents relevant to the Co pan including an ne or changes to e isting la s and regulations that ill i pact the Co pan and have access to all infor ation concerning the Co pan
he nteri Chief Financial fficer Interim CFO of the Co pan provides regular updates to the oard relating to cash utilisation and invest ent activities and the oard has separate and independent access to the nteri CF
Principle 2 - Board Composition and Guidance
he oard for F co prised the follo ing e ers
Mr eo Soo iat Chair an and nteri Chief ecutive fficer CEO”) Mr eo Soo Che Non ecutive and Non ndependent irector Mr eo Chiang hai Non ecutive and Non ndependent irector Mr eo si eang Non ecutive and Non ndependent irector Mr Ng Foo Ai ictor ead ndependent irector Mr eo u in Nicholas ndependent irector
he current oard e ers collectivel have a co ination of e perience in various fields as ell as legal usiness and finance e pertise All of the directors have accounting finance and usiness anage ent related e periences hile ore than half have legal or corporate governance related experience.
For F the oard co prises si irectors the Chair an and nteri C three Non ecutive and Non ndependent irectors and t o ndependent irectors he current oard e ers are ualified professionals ith a diverse range of
e pertise and s ills to provide a alanced vie ithin the oard e infor ation regarding the irectors is given in the section titled oard of irectors in this Annual Report
here is a strong and independent ele ent on the oard ith one third of the irectors eing independent No individual or s all group of individuals do inates the decision a ing process of the oard t is unli el that the discharge of responsi ilities in these roles ill e co pro ised as all a or financial decisions ade are revie ed the AC and approved the oard Nevertheless as the Chair an of the oard is a controlling shareholder and not an ndependent irector in accordance ith Guideline of the Code the oard ill see to a e changes to its co position such that ndependent irectors
a e up at least half of the oard at the Annual General Meeting of the Co pan AGM follo ing the end of financial ear co encing on or after Ma Accordingl the Co pan ill have up to its AGM for the financial ear ending ece er to underta e the necessar oard changes
Mr Ng Foo Ai ictor and Mr eo u in Nicholas have confir ed that the do not have an relationship ith the Co pan its related corporations its Shareholders or its officers that could interfere or e reasona l perceived to interfere ith the e ercise of the their independent usiness udge ent ith a vie to the est interests of the Co pan
he independence of each irector is revie ed annuall the NC he NC has adopted the Code s definitions of an independent director in its revie and has revie ed and deter ined that the said irectors are independent a ing into account the vie s of the NC the oard deter ined that the said irectors are independent in character and udg ent and
here are no relationships or circu stances hich are li el to affect or could appear to affect the said irectors independent udg ent None of the ndependent irectors has served on the oard e ond nine ears fro the date of his appoint ent
he oard after ta ing into account that the Co pan ceased to have an operating usiness follo ing co pletion of the isposal and had since eca e a cash co pan under Rule of the Catalist Rules is satisfied that its current si e is
ade uate and appropriate and that the present co position of the oard allo s it to effectivel e ercise o ective udge ent independentl of the Chair an and nteri C and the nteri CF he co position of the oard ill e revie ed on an annual asis the NC to ensure that the oard has the appropriate i of e pertise and e perience and collectivel possesses the necessar core co petencies for effective decision a ing
he ndependent irectors revie the perfor ance of the Chair an and nteri C and the nteri CF heir vie s and opinions provide alternative perspectives to the Company’s directions and investment criteria. To facilitate a more effective chec on Manage ent the Non ecutive irectors ill eet here necessar ithout the presence of the Chair an and nteri C and the nteri CF
Principle 3 - Chairman and Chief Executive Officer
he current role of the Chair an is not separated fro the nteri C Follo ing the co pletion of the isposal on August Mr eo Soo iat as appointed as the nteri C of the Co pan in addition to his role as Chair an of the Co pan a ing into consideration that the Co pan is presentl a cash co pan ith no operating usiness the oard is of the vie that it is appropriate for the Chair an to also assu e the role of the C on an interi asis
he Chair an is responsi le for
leading the oard to ensure effectiveness
setting agenda for oard eetings and to ensure ade uate ti e for discussion
pro oting openness and discussion during the oard eetings
ensuring that all irectors receive co plete ade uate and ti el infor ation oth financial and non financial to ena le the to participate effectivel in oard discussions and decisions
ensuring co pliance ith the corporate governance polic of the Co pan
ensuring effective co unication ith the Shareholders
encouraging constructive relations ithin the oard and et een the oard and Manage ent and
facilitating effective contri utions of the Non ecutive irectors
he nteri C is responsi le for overall corporate direction and esta lishing invest ent criteria e is also responsi le for the day-to-day management of the Company’s general corporate affairs.
Follo ing co pletion of the isposal Mr Ng Foo Ai ictor as appointed as the ead ndependent irector he ead ndependent irector provides chec s and alances ithout diffusing oard leadership and is availa le to Shareholders here the have concerns and for hich contact through the nor al channels of the Chair an and the nteri C or
the nteri CF have failed to resolve or are inappropriate he ead ndependent irector a es hi self availa le to shareholders at the Company’s general meetings.
ed the ead ndependent irector the ndependent irectors ill discuss issues via eetings telephone and e ails as the situations re uire ithout the presence of the other irectors and the ead ndependent irector ill provide feed ac to the Chairman after such discussion, if necessary.
Principle 4 - Board Membership
Principle 5 - Board Performance
Nominating Committee (“NC”)
he NC co prises the follo ing e ers a a orit of ho including the Chair an are independent
Mr eo u in Nicholas Chair an ndependent irector Mr eo Soo iat Me er Chair an and nteri C Mr Ng Foo Ai ictor Me er ead ndependent irector
he NC has adopted ritten ter s of reference and its principal functions are as follo s
a dentif candidates and revie all no inations on appoint ent and re appoint ent of irectors for reco endation to the oard
Revie the oard structure si e and co position regularl
c eter ine the independence of irectors annuall
d Assess the effectiveness of the oard and oard Co ittees and the contri ution of each individual irector and
e Revie the training and professional develop ent progra e for the oard
he oard through the NC revie s annuall the effectiveness of the oard as a hole and its re uired i of s ills and e periences and other ualities including core co petencies hich irectors should ring to the oard ach irector is re uired to co plete a chec list on the Perfor ance valuation of the oard to assess the effectiveness of the oard as a
hole his assess ent chec list includes criteria such as oard co position oard infor ation oard process and oard accounta ilit the success of the strategic and long ter o ectives set the oard and the effectiveness of the oard in
onitoring Manage ent s perfor ance against the goals that have een set the oard
ach irector also underta es a self assess ent to evaluate their contri ution and perfor ance to the oard co pleting a chec list on the Perfor ance valuation of individual irectors his self assess ent chec list ta es into account inter alia, the aintenance of independence co unication ith Manage ent and standard of conduct
n vie that the Co pan is currentl a cash co pan and the oard Co ittees perfor ini al functions the oard together ith the NC is of the vie that an assess ent of the oard as a hole and each irector is sufficient and it ould not e necessar to conduct an assess ent of the oard Co ittees for F
he oard as a hole and each individual irector had et their perfor ance o ectives in F
All irectors are re uired to retire fro office at least once in ever three ears and su it the selves for re election Shareholders at the AGM
Pursuant to Article of the Co pan s Constitution one third of the directors shall retire fro office at ever AGM and a retiring director shall e eligi le for re election at the said AGM oth Mr eo Chiang hai and Mr Ng Foo Ai ictor ill retire at the forthco ing AGM in accordance ith Article of the Co pan s Constitution Mr eo Chiang hai and Mr Ng Foo Ai ictor have consented to continue in office he NC has reco ended to the oard that Mr eo Chiang hai and Mr Ng Foo Ai ictor e no inated for re election at the forthco ing AGM n a ing the reco endation the NC has considered each of the said irector s attendance and participation at the oard eetings as ell as overall contri utions and performance.
Mr eo Chiang hai ill upon re election as a irector re ain as a Non ecutive and Non ndependent irector Mr Ng Foo Ai ictor ill upon re election as a irector re ain as the ead ndependent irector the Chair an of the AC and RC and a e er of the NC Mr Ng Foo Ai ictor ill e considered independent for the purpose of Rule of the Catalist Rules.
he NC eets at least once a ear uring F the NC et once Additional meetings can be scheduled if considered necessary by the Chairman of the NC.
he Co pan has internal guidelines stipulating that each irector could serve on a a i u of five oards of pu licl listed co panies to address co peting ti e co it ents that are faced hen irectors serve on ultiple oards As at the date of this report none of the irectors holds directorships in ore than five pu licl listed co panies he NC has revie ed and is satisfied that all the irectors including those ho serve on ultiple oards are a le to devote sufficient ti e and attention to the affairs of the Co pan to ade uatel perfor their duties as irectors of the Co pan effectivel ach NC e er a stains and had in F a stained fro deli erating on his o n perfor ance and re election as a irector No e ternal facilitator as used in the evaluation process
he considerations in assessing the capacit of irectors include the si e and co position of the oard nature and scope of the Co pan s operations and si e and e pected and or co peting ti e co it ents of irectors including hether such commitment is a full-time or part-time employment capacity.
n its search and no ination process for ne irectors the NC has at its disposal search co panies personal contacts and reco endations to cast its net as ide as possi le for the right candidates he NC ould first in consultation ith the oard identif the current needs of the oard in ter s of s ills e perience no ledge and gender to co ple ent and strengthen the oard and increase its diversit and thereafter the NC ill ta e into consideration the s ill ase of the shortlisted candidates to assess their suita ilit After eeting and intervie ing the shortlisted candidates the NC ould reco end the selected candidate to the oard for its consideration and approval
For the re election of incu ent irectors the NC ould first assess the perfor ance the irector in accordance ith the perfor ance criteria set the oard and consider the current needs of the oard Su ect to the NC s satisfactor assess ent the NC ould reco end the proposed re appoint ent of the director to the oard for its consideration and approval.
he date of initial appoint ent and last re election of each irector together ith their directorships held in other listed co panies as at the date of this report are as elo
Directors Date of Initial Appointment
Date of Last Re-election
Current Directorships held in other listed companies
Past Directorships held in other listed companies in the preceding three years
Teo Soo Kiat anuar April Nil Nil
eo Soo Che March April Nil Nil
Teo Chiang Khai March April Nil Nil
Teo Hsi Leang August April Nil Nil
Ng Foo Ai ictor August April Sunshine China oldings td
M G Services erhad
Cityneon Holdings Limited
Corporation Limited
Teo Eu Jin, Nicholas August April Nil Nil
Please refer to the oard of irectors section of the Annual Report for e infor ation on each irector and the irectors State ent section of the Annual Report for infor ation on the irectors shareholdings in the Co pan
Principle 6 - Access to Information
he oard is provided ith onthl reports on cash utilisation he oard reports are circulated prior to oard eetings and the reports provide a ongst others financial and corporate infor ation significant invest ent financial and corporate issues infor ation on all potential aterial ris s facing the Co pan perfor ance of the Co pan and anage ent proposals hich re uire the approval of the oard
All irectors have separate and independent access to the nteri CF for an infor ation re uired either through e ails or phone calls to effectivel fulfill their responsi ilities
he nteri CF attends the oard eetings and is responsi le for advising the oard on co pliance ith the relevant statutes and regulations as ell as i ple entation of these re uire ents he nteri CF in consultation ith the Co pan s Continuing Sponsor and the Co pan Secretar advises the oard on corporate governance atters he Co pan Secretar ill attend the oard eetings as and hen the oard dee s it necessar All proceedings of eetings of the oard and oard Co ittees are recorded ith a vie of ta ing into account the e deli erations and decisions ta en Minutes of all oard and oard Co ittee eetings are circulated to e ers for revie and confir ation hese
inutes ena le irectors to eep a reast of atters discussed
All irectors have separate and independent access to the Co pan Secretar he appoint ent and the re oval of the Co pan Secretar is a atter of consideration for the oard as a hole
he irectors can see independent professional advice in the furtherance of their duties fro ti e to ti e he adviser so selected shall e approved the Chair an and the nteri C and the fees incurred are orne the Co pan
REMUNERATION MATTERS
Remuneration Committee (“RC”)
he RC co prises the follo ing e ers a a orit of ho including the Chair an are independent
Mr Ng Foo Ai ictor Chair an ead ndependent irector Mr eo Soo Che Me er Non ecutive and Non ndependent irector Mr eo u in Nicholas Me er ndependent irector
he RC has adopted ritten ter s of reference and its principal functions are as follo s
a o revie and reco end to the oard a general fra e or of re uneration for the oard and the nteri CF
o deter ine the specific re uneration pac ages for each irector and the nteri C and the nteri CF ased on e perience and scope of responsi ilit and
c o revie irectors re uneration pac ages annuall
For Non ecutive irectors the uantu of fees re ects the level of responsi ilities underta en the cept for the Chair an and nteri C Non ecutive irectors are paid a asic irector s fee and an additional fee for serving on an of the oard Co ittees n deter ining the uantu of such fees factors such as fre uenc of eetings ti e spent and responsi ilities of irectors are ta en into account
he ead ndependent irector is paid a ead ndependent irector fee in addition to the re uneration due to hi for his duties and responsi ilities as a irector on the oard and for assu ing roles in the various oard co ittees
According to the service agree ent entered into et een the Co pan and the nteri C Mr eo Soo iat is paid a onthl retainer fee and a varia le perfor ance onus in the event that the Co pan successfull ac uires a usiness hich eets the listing criteria he service agree ent as entered into for an initial period of one ear co encing on
August and had een rene ed su se uentl on an annual asis on the sa e ter s and conditions agreed et een the Co pan and the nteri C he service agree ent a e ter inated the Co pan or the nteri C giving not less than three onths ritten notice of such ter ination
uring F the RC et once Additional eetings ill e scheduled if considered necessar the Chair an of the RC All revisions to the re uneration pac ages for the irectors and the nteri C and the nteri CF are su ect to the revie and approval of the oard No irector shall ta e and have not ta en part in decisions pertaining to his o n re uneration
here necessar the RC ill consult hu an resource e perts on re uneration atters of the irectors and e anage ent personnel No re uneration consultants ere engaged the Co pan in F
he RC is of the vie that it is currentl not necessar to use contractual provisions to allo the Co pan to reclai incentive co ponents of re uneration fro the nteri C and the nteri CF in e ceptional circu stances of isstate ent of financial state ents or of isconduct resulting in financial loss to the Co pan Not ithstanding this does not preclude the Co pan s right to reclai in e ceptional circu stances of isstate ent of financial results or of isconduct resulting in financial loss to the Co pan
Principle 9 - Disclosure on remuneration
Directors’ and Interim CEO’s Remuneration
Remuneration Band Fees Salary Bonus Other enefit Total
Less than S$250,000:
eo Soo Che – – –
– Teo Chiang Khai – – –
– Teo Hsi Leang – – –
Notes:
Mr eo Soo iat as the Non ecutive Chair an of the oard prior to August and as appointed as the nteri C of the Co pan in addition to his role as Chair an ith effect fro August follo ing the co pletion of the isposal he re uneration in the ta le a ove re ects the director s fee to e paid to hi fro anuar to ece er and a fee of S paid to hi as the nteri C for F
he re uneration includes all for s of re uneration fro the Co pan during F and in deciding hether an ite or enefit is to e included in the ta le a ove consideration has een given to the ta a ilit of that ite he re uneration sho n a ove is the actual value of the enefit received and not taxable value only.
he oard is of the opinion that it is not in the est interests of the Co pan to disclose the re uneration of each irector in dollar ter s given the sensitivit and confidentialit of re uneration atters
As at the date of this report apart fro the nteri C the e anage ent of the Co pan co prises onl the nteri CF and a fee of S as paid to hi for F
None of the e plo ees of the Co pan hose re uneration e ceeded S in F is an i ediate fa il e er of the irectors or the nteri C
here are no ter ination retire ent and post e plo ent enefits that are granted to the irectors and nteri CF
Share Option Scheme/Performance Share Plan
he Co pan does not have an e plo ee share option sche e or perfor ance share plan in F
Approval by Shareholders
irectors fees are reco ended the RC and su itted for endorse ent the oard irectors fees as a lu p su pa ent are su ect to the approval of Shareholders at the AGM he re uneration fra e or for e anage ent personnel of the Co pan including the nteri C and the nteri CF has een approved the RC and endorsed the oard
ACCOUNTABILITY AND AUDIT
Principle 11 – Risk Management and Internal Controls
Principle 12 – Audit Committee
Principle 13 – Internal Audit
he oard is accounta le to the Shareholders and the nteri C and the nteri CF are accounta le to the oard he oard is provided ith anage ent accounts and such e planation and infor ation to safeguard the Co pan s utilisation
of cash and a e infor ed decisions on a onthl asis For its financial reporting the Co pan ill continue to provide a clear and understanda le assess ent of the Co pan s perfor ance position and prospects uring F the Co pan has provided onthl valuation of its assets and utilisation of cash and uarterl updates of ilestones in o taining a ne
usiness to the Shareholders via SG Net pursuant to Rule of the Catalist Rules
he oard revie s legislative and regulator co pliance reports fro Manage ent to ensure that the Co pan co plies ith the relevant re uire ents
Audit Committee (“AC”)
he AC co prises the follo ing e ers all of ho are Non ecutive irectors and a a orit of ho including the Chair an are independent
Mr Ng Foo Ai ictor Chair an ead ndependent irector Mr eo Soo Che Me er Non ecutive and Non ndependent irector Mr eo u in Nicholas Me er ndependent irector
Mr Ng Foo Ai ictor and Mr eo Soo Che have e tensive anage ent and financial e periences hile Mr eo u in Nicholas is a la er profession he oard is of the vie that the AC has sufficient financial anage ent e pertise and experience amongst its members to discharge the AC’s responsibilities.
The terms of reference of the AC provides that the AC shall meet at least four times a year.
uring F four AC eetings ere held he AC carried out its functions in accordance ith the re uire ents of the Companies Act and the Catalist Rules.
he AC hich has its ritten ter s of reference perfor s inter alia the follo ing functions
a o revie the audit plans of the internal auditors if an and e ternal auditors the results of their audits and their effectiveness in evaluating the Co pan s s ste of internal controls
o revie the Co pan s financial results and its accounting policies to ensure the integrit of the financial state ents of the Co pan
c o revie the financial state ents accounting policies and an significant financial reporting issues and udg ents of the Co pan so as to ensure the integrit of the financial state ents efore their su ission to the oard and the auditors report on those financial state ents
d o revie the the onthl valuation of its assets and utilisation of cash half earl and annual announce ents on the financial results and financial position of the Co pan
e o revie the co operation given Manage ent to the internal auditors if an and e ternal auditors
f o revie the appoint ent of the internal auditors if an and e ternal auditors g o revie the ade uac and effectiveness of the Co pan s aterial internal controls including financial operational
co pliance and infor ation technolog controls and ris anage ent s ste s via the revie of internal auditor s reports if an and reporting to the oard annuall
h o e a ine the cost effectiveness independence and o ectivit of the e ternal auditors
i o evaluate the nature and e tent of non audit services provided the e ternal auditors
o reco end to the oard the appoint ent re appoint ent or re oval of the e ternal auditors to approve the co pensation of the e ternal auditors and to revie the scope and results of the e ternal audit
o report actions of the AC to the oard ith such reco endations as the AC considers appropriate and
l o revie interested person transactions if an in accordance ith the re uire ents of the Catalist Rules
he AC has full access to and co operation of Manage ent and has full discretion to invite an irector or the nteri CF to attend its meetings, and has been given reasonable resources to enable it to discharge its functions. The AC also has explicit authorit to investigate an atter ithin its ter s of reference and is authori ed to o tain independent professional advice
he e ternal auditors have unrestricted access to the AC uring F the AC et ith the e ternal auditors ithout the presence of Manage ent he AC also conducted a revie of the independence and o ectivit of e ternal auditors annuall
he AC is satisfied that the Co pan s e ternal auditors are a le to eet the audit re uire ents and statutor o ligation of the Company. The AC also received from the external auditors regular updates on changes and amendments to accounting standards to ena le the AC s e ers to eep a reast of such changes and issues hich have a direct i pact on financial statements.
uring F the aggregate a ount of fees paid pa a le to the e ternal auditors Messrs PMG P for oth audit and non audit services ere as follo s
S$’000
Non audit fees paid pa a le
for advisor or s in relation to the proposed ac uisition of certain touris related usinesses in M an ar Proposed Ac uisition
– Corporate Tax compliance services 4
Total
he AC has revie ed the non audit services provided the e ternal auditors and noted the fees charged the e ternal auditors for the provision of non audit services in F he AC has confir ed that during F such services ould not in its opinion affect the independence and o ectivit of Messrs PMG P as e ternal auditors as the su stantial a ount of non audit fees paid in F as for the Proposed Ac uisition he nature of the or is not a prohi ited services for the auditors and no reliance ill e placed on the non audit or in for ing their audit opinion ecause the Co pan re ains as a cash co pan ith no usiness activities in F he AC has reco ended to the oard the re appoint ent of Messrs
PMG P as the e ternal auditors of the Co pan at the forthco ing AGM
he Co pan co plies ith Rules and of the Catalist Rules in relation to the appoint ent of Messrs PMG P as its external auditors.
No for er partner or director of the Co pan s e isting auditing fir is a e er of the AC
ach e er of the AC shall a stain and had in F a stained fro voting on an resolutions in respect of atters in hich he is interested
nder the AC s direction the Co pan has instituted a histle lo ing polic hich staff and an other persons a raise their concerns in confidence a out possi le i proprieties in atters of financial reporting or other atters No such histle
lo ing letter as received in F
Risk Management, Internal Controls and Internal Audit
he oard is entrusted to revie the Co pan s usiness and invest ent activities to identif areas of significant ris s as ell as appropriate easures to control and itigate these ris s he oard revie s all significant control policies and procedures and highlights all significant atters to Manage ent
As the Co pan is currentl a cash co pan and does not have an operating usiness follo ing the co pletion of the isposal the AC is of the vie that the Co pan in its current capacit as a cash co pan does not arrant having an in
house internal audit function or to outsource its internal audit function. Nonetheless, the Company has in place a system of ris anage ent and internal controls hich have een endorsed the AC and approved the oard Manage ent and the oard ill revie the ade uac and integrit of the Co pan s internal controls s ste s and report directl to the AC on an aterial non co pliance and internal control ea ness and ill reco end i prove ents here necessar he AC
ill oversee and onitor the i ple entation of an i prove ents thereto
he oard is of the vie that the present level of internal control is appropriate for a cash co pan he oard ill continue to revie such internal control s ste s at least on an annual asis he AC and oard ill also continue to assess the need for a separate internal audit function on a periodic basis.
ased on the internal controls esta lished and aintained the Co pan or perfor ed the e ternal auditors and revie s perfor ed Manage ent and the oard Co ittees the oard ith the concurrence of the AC is of the opinion that the Co pan s internal controls including financial operational co pliance and infor ation technolog controls and ris anage ent fra e or hich the Co pan considers relevant and aterial to its operations ere ade uate and effective as at ece er
n accordance ith the scope laid out in the audit plan the e ternal auditors carr out a revie of the effectiveness of the Co pan s aterial financial controls in the course of their annual statutor audit Material non co pliance and financial control ea nesses noted during their audit are reported to the AC together ith the auditors reco endations
he oard has received assurance fro the Chair an and nteri C and the nteri CF that
a the financial records have een properl aintained and the financial state ents give a true and fair vie of the Co pan s operations and finances and
the Co pan s ris anage ent and internal control s ste s are effective and ade uate
SHAREHOLDER RIGHTS AND RESPONSIBILITIES
Principle 14 - Shareholder Rights
Principle 16 – Conduct of Shareholder Meetings
he oard ac no ledges the i portance of regular co unication ith Shareholders and investors through hich Shareholders can have an overvie of the Co pan s financial position and progress in see ing an ac uisition his is ade a ongst others a of the Co pan s annual report circulars to Shareholders in the event of a corporate action results announce ents onthl cash utilisation reports and uarterl announce ents to update Shareholders of ilestones in o taining a ne usiness
At each AGM to solicit and understand the vie s of Shareholders Shareholders are encouraged to eet and co unicate ith the oard and to vote on all resolutions At the AGM the perfor ance of the Co pan s usiness ill e presented the oard Shareholders can see clarification on an issues so as to understand the Co pan s usiness All irectors
including Chair an of the oard and the respective Chair an of the oard Co ittees ill e present and availa le to address uestions at the eeting to ans er an ueries fro Shareholders he e ternal auditors are also present to assist the irectors in addressing an relevant uestions Shareholders An independent polling agent ill e appointed the Co pan for general eetings ho ill e plain the rules including the voting procedures that govern the general eetings of shareholders.
he Co pan currentl does not have an investor relations polic ut considers advice fro its corporate la ers and professionals on appropriate disclosure re uire ents efore announcing aterial infor ation to shareholders he Co pan
ill consider the appoint ent of a professional investor relations officer to anage the function should the need arises
Currentl the Constitution of the Co pan allo s a e er of the Co pan to appoint up to t o pro ies to attend general eetings and vote instead of the e er n anuar the legislation as a ended a ong other things to allo
certain e ers defined as relevant inter ediar to attend and participate in general eetings ithout eing constrained the t o pro re uire ent Relevant inter ediar includes corporations holding licenses in providing no inee and
custodial services and CPF oard hich purchases shares on ehalf of the CPF investors
he irectors a at their discretion allo a sentia voting ethods such as ail e ail or fa o ever as the authentication of shareholders’ identity information and other related integrity issues still remain a concern, the Company has decided, for the ti e eing not to allo a sentia voting ethods
he oard ill revie the Co pan s Constitution fro ti e to ti e here a end ent to the Co pan s Constitution is re uired to align the relevant provisions ith the re uire ents of the Catalist Rules the Co panies Act and the Securities and Futures Act Chapter of Singapore Shareholders approval ill e o tained
The Company ensures that there are separate resolutions at general meetings on each distinct issue. The Company aintains inutes of general eetings that include su stantial and relevant co ents or ueries fro Shareholders relating
to the agenda of the eeting and responses fro the oard and Manage ent hese inutes can e ade availa le to Shareholders upon their re uest
For greater transparenc the Co pan ill put all resolutions to vote poll at general eetings and an announce ent of the detailed results of the nu er of votes cast for and against each resolution and the respective percentages ill e ade on the same day.
he Co pan has a dividend polic here the oard ill ta e into consideration the Co pan s cash position pro ected capital re uire ents for usiness opportunities and other factors as the oard a dee appropriate in deter ining the for fre uenc and a ount of dividends to e declared each ear n vie of the Proposed Ac uisition as announced in the Co pan s announce ent on cto er no dividend ill e declared in respect of F Not ithstanding the Co pan had on Fe ruar co pleted the capital reduction and pa ent of the cash distri ution of S per ordinar share to shareholders a ounting to an aggregate pa out of S
OTHER CORPORATE GOVERNANCE MATTERS
Interested Person Transactions
The Company has established procedures for recording and reporting interested person transactions in a timely manner to the AC and that transactions are conducted at ar s length asis and ill not e pre udicial to the interests of the Co pan and its minority shareholders.
here ere no interested person transactions entered into during the financial ear under revie ith a value of ore than S each
The Company does not have a general mandate from Shareholders for interested person transactions pursuant to Rule a i of the Catalist Rules
Material Contracts
here ere no aterial contracts entered into the Co pan or an of its su sidiaries involving the interest of the Chair an and nteri C an irector or controlling Shareholder either still su sisting at the end of F or if not then su sisting entered into since the end of the financial ear ended ece er
Securities Transactions
he Co pan has adopted an internal code of conduct on dealing in securities his code as odeled in line ith Rule of the Catalist Rules the Co pan and all irectors and officers are prohi ited fro dealing in the Co pan s
securities on short-term considerations and during the period commencing one month before the announcement of the Co pan s half ear and full ear financial state ents and ending on the date of announce ent of the relevant results and an such dealings should e i ediatel reported to the Co pan Secretar he Co pan irectors and officers are also advised against dealing in the Co pan s securities hen the are in possession of an unpu lished aterial price sensitive infor ation of the Co pan at all ti es Re inders are also sent to all irectors and officers on the la on insider trading
he Co pan confir ed that it has adhered to its internal code of conduct for F
Corporate Disclosure
The Company believes that a high level of disclosure is essential to enhance the standard of corporate governance. Hence, the Company is committed to providing a high level of disclosure in all public announcements, press releases and annual reports.
Non-Sponsor Fees
uring F SAC Advisors Private i ited SAC for erl no n as Canaccord Genuit Singapore Pte td as the sponsor of the Co pan fro anuar to August he sponsor as changed to Pri ePartners Corporate Finance Pte td PPCF ith effect fro Septe er
here ere no non sponsor fees paid to SAC for F
Non sponsor fees of S e cluding Goods and Services a ere paid to PPCF in F in relation to advisor services provided PPCF for the Proposed Ac uisition Such non sponsor fees had een paid the vendors in accordance
ith the ter s of the conditional sale and purchase agree ent entered into for the Proposed Ac uisition
DIRECTORS’ STATEMENT
e are pleased to su it this annual report to the e ers of the Co pan together ith the audited financial state ents for the financial ear ended ece er
n our opinion
a the financial state ents set out on pages to are dra n up so as to give a true and fair vie of the financial position of the Co pan as at ece er and the financial perfor ance changes in e uit and cash o s of the Co pan for the ear ended on that date in accordance ith the provisions of the Singapore Co panies Act Chapter and Singapore Financial Reporting Standards and
at the date of this state ent there are reasona le grounds to elieve that the Co pan ill e a le to pa its de ts as and hen the fall due
he oard of irectors has on the date of this state ent authorised these financial state ents for issue
Directors
he directors in office as at the date of this state ent are as follo s
Teo Soo Kiat
eo Soo Che
Teo Chiang Khai
Teo Hsi Leang
Ng Foo Ai ictor
Teo Eu Jin, Nicholas
n accordance ith Article of the Co pan s Constitution Mr eo Chiang hai and Mr Ng Foo Ai ictor ill retire at the forthco ing annual general eeting of the Co pan AGM and eing eligi le offered the selves for re election as
irectors
Directors’ interests
According to the register ept the Co pan for the purposes of Section of the Co panies Act Chapter the Act particulars of interests of directors ho held office at the end of the financial ear including those held their spouses and infant children in shares de entures arrants and share options in the Co pan and its ulti ate holding co pan are as follo s
Holdings in the name of the Directors, spouse or infant children
Other holdings in which Directors are deemed to have an interest
At 1.1.2016
At 31.12.2016
At 21.1.2017
At 1.1.2016
At 31.12.2016
At 21.1.2017
The Company
eo Soo Che – – –
Teo Soo Kiat – – –
Teo Chiang Khai – – –
Ultimate holding company
eo Soo Che
Teo Soo Kiat – – –
Teo Chiang Khai
Teo Hsi Leang – – –
virtue of Section of the Act Messrs eo Soo Che eo Soo iat and eo Chiang hai are dee ed to have an interest in the shares of the Co pan held See o Chan Sdn erhad Group as at ece er
cept as disclosed in this state ent no director ho held office at the end of the financial ear had interests in shares de entures arrants or share options of the Co pan or of its related corporations either at the eginning or at the end of the financial ear
Neither at the end of nor at an ti e during the financial ear as the Co pan a part to an arrange ent hose o ects are or one of hose o ects is to ena le the directors to ac uire enefits eans of the ac uisition of shares in or debentures of the Company or any other body corporate.
Share options
uring the financial ear there ere
i no share options granted the Co pan to an person to ta e up unissued shares of the Co pan and
ii no shares issued virtue of the e ercise of options to ta e up unissued shares of the Co pan
As at the end of the financial ear there ere no unissued shares of the Co pan under option
DIRECTORS’ STATEMENT
Audit committee
he e ers of the Audit Co ittee AC during the ear and at the date of this state ent are
Ng Foo Ai ictor AC Chair an Non ecutive irector eo u in Nicholas Non ecutive irector eo Soo Che Non ecutive irector
he AC perfor s the functions specified in Section of the Act the SG isting Manual and the Code of Corporate Governance he functions perfor ed are detailed in the Report on Corporate Governance
he AC has held four eetings since the last director s state ent n perfor ing its functions the AC et ith the Co pan s e ternal auditors to discuss the scope of their or the results of their e a ination and evaluation of the Co pan s internal accounting control system.
he AC also revie ed the follo ing assistance provided the Co pan s officers to the e ternal auditors half earl financial infor ation and annual financial state ents of the Co pan prior to their su ission to the
directors of the Co pan for adoption and interested person transactions as defined in Chapter of the SG isting Manual
he AC has full access to anage ent and is given the resources re uired for it to discharge its functions t has full authorit and the discretion to invite an director or e ecutive officer to attend its eetings he AC also reco ends the appoint ent of the e ternal auditors and revie s the level of audit and non audit fees
he AC is satisfied ith the independence and o ectivit of the e ternal auditors and has reco ended to the oard of irectors that the auditors PMG P e no inated for re appoint ent as auditors at the forthco ing Annual General
Meeting of the Co pan
n appointing our auditors for the Co pan e have co plied ith Rules and of the SG isting Manual
Auditors
he auditors PMG P have indicated their illingness to accept re appoint ent
n ehalf of the oard of irectors
Teo Soo Kiat Teo Soo Chew Director Director
March
e rt n the au it f the financial tatement
Opinion
e have audited the financial state ents of S C Capital Asia i ited the Co pan hich co prise the state ent of financial position as at ece er the state ent of co prehensive inco e state ent of changes in e uit and state ent of cash o s for the ear then ended and notes to the financial state ents including a su ar of significant accounting policies as set out on pages to
n our opinion the acco pan ing financial state ents are properl dra n up in accordance ith the provisions of the Co panies Act Chapter the Act and Financial Reporting Standards in Singapore FRSs so as to give a true and fair vie of the financial position of the Co pan as at ece er and of the financial perfor ance changes in e uit and cash o s of the Co pan for the ear ended on that date
Basis for opinion
e conducted our audit in accordance ith Singapore Standards on Auditing SSAs ur responsi ilities under those standards are further descri ed in the uditors responsi ilities for the audit of the financial statements section of our report e are independent of the Co pan in accordance ith the Accounting and Corporate Regulator Authorit Code of Professional Conduct and Ethics for Public Accountants and Accounting Entities ACRA Code together ith the ethical re uire ents that are relevant to our audit of the financial state ents in Singapore and e have fulfilled our other ethical responsi ilities in accordance ith these re uire ents and the ACRA Code e elieve that the audit evidence e have o tained is sufficient and appropriate to provide a asis for our opinion
Key audit matters
e audit atters are those atters that in our professional udge ent ere of ost significance in our audit of the financial state ents of the current period hese atters ere addressed in the conte t of our audit of the financial state ents as a
hole and in for ing our opinion thereon and e do not provide a separate opinion on these atters
e have deter ined that there are no e audit atters to co unicate in our report
Other information
Manage ent is responsi le for the other infor ation he other infor ation co prises the infor ation included in the annual report ut does not include the financial state ents and our auditors report thereon
ur opinion on the financial state ents does not cover the other infor ation and e ill not e press an for of assurance conclusion thereon.
n connection ith our audit of the financial state ents our responsi ilit is to read the other infor ation and in doing so consider hether the other infor ation is ateriall inconsistent ith the financial state ents or our no ledge o tained in the audit or other ise appears to e ateriall isstated f ased on the or e have perfor ed e conclude that there is a aterial isstate ent of this other infor ation e are re uired to report that fact e have nothing to report in this regard
INDEPENDENT AUDITORS’ REPORT MEMBERS OF THE COMPANY SHC CAPITAL ASIA LIMITED
Responsibilities of management and directors for the financial statements
Manage ent is responsi le for the preparation of financial state ents that give a true and fair vie in accordance ith the provisions of the Act and FRSs and for devising and aintaining a s ste of internal accounting controls sufficient to provide a reasona le assurance that assets are safeguarded against loss fro unauthorised use or disposition and transactions are properl authorised and that the are recorded as necessar to per it the preparation of true and fair financial state ents and to maintain accountability of assets.
n preparing the financial state ents anage ent is responsi le for assessing the Co pan s a ilit to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless
anage ent either intends to li uidate the Co pan or to cease operations or has no realistic alternative ut to do so
he directors responsi ilities include overseeing the Co pan s financial reporting process
Auditors’ responsibilities for the audit of the financial statements
ur o ectives are to o tain reasona le assurance a out hether the financial state ents as a hole are free fro aterial isstate ent hether due to fraud or error and to issue an auditors report that includes our opinion Reasona le assurance
is a high level of assurance ut is not a guarantee that an audit conducted in accordance ith SSAs ill al a s detect a aterial isstate ent hen it e ists Misstate ents can arise fro fraud or error and are considered aterial if individuall
or in the aggregate the could reasona l e e pected to in uence the econo ic decisions of users ta en on the asis of these financial state ents
As part of an audit in accordance ith SSAs e e ercise professional udge ent and aintain professional scepticis throughout the audit e also
dentif and assess the ris s of aterial isstate ent of the financial state ents hether due to fraud or error design and perfor audit procedures responsive to those ris s and o tain audit evidence that is sufficient and appropriate to provide a asis for our opinion he ris of not detecting a aterial isstate ent resulting fro fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls.
• Obtain an understanding of internal controls 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 Company’s internal controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence o tained hether a aterial uncertaint e ists related to events or conditions that a cast significant dou t on the Co pan s a ilit to continue as a going concern f e conclude that a aterial uncertaint e ists e are re uired to dra attention in our auditors report to the related disclosures in the financial state ents or if such disclosures are inade uate to odif our opinion ur conclusions are ased on the audit evidence o tained up to the date of our auditors report o ever future events or conditions a cause the Co pan to cease to continue as a going concern.
valuate the overall presentation structure and content of the financial state ents including the disclosures and hether the financial state ents represent the underl ing transactions and events in a anner that achieves fair
presentation.
e co unicate ith the directors regarding a ong other atters the planned scope and ti ing of the audit and significant audit findings including an significant deficiencies in internal controls that e identif during our audit
e also provide the directors ith a state ent that e have co plied ith relevant ethical re uire ents regarding independence and co unicate ith the all relationships and other atters that a reasona l e thought to ear on our independence and here applica le related safeguards
Fro the atters co unicated ith the directors e deter ine those atters that ere of ost significance in the audit of the financial state ents of the current period and are therefore the e audit atters e descri e these atters in our auditors report unless the la or regulations preclude pu lic disclosure a out the atter or hen in e tre el rare circu stances e deter ine that a atter should not e co unicated in our report ecause the adverse conse uences of doing so ould reasona l e e pected to out eigh the pu lic interest enefits of such co unication
Report on other legal and regulatory requirements
n our opinion the accounting and other records re uired the Act to e ept the Co pan have een properl ept in accordance ith the provisions of the Act
he engage ent partner on the audit resulting in this independent auditors report is Goh i Chuah
KPMG LLP Public Accountants and Chartered Accountants
Singapore March
Non-current asset
Current assets
Total assets
Shareholders’ equity
Share capital
Accumulated losses
STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2016
he acco pan ing notes for an integral part of these financial state ents
Other operating expenses
Loss for the year
Total comprehensive income for the year
Loss per share
STATEMENT OF COMPREHENSIVE INCOME YEAR ENDED 31 DECEMBER 2016
Note Share capital
$’000 $’000 $’000
Transactions with owners, recognised directly in equity
Contributions by and distributions to owners
ividend declared –
At 31 December 2015
At 1 January 2016
At 31 December 2016
STATEMENT OF CHANGES IN EQUITY YEAR ENDED 31 DECEMBER 2016
Loss before income tax
Ad ust ents for
nterest inco e
eposits and prepa ents –
Ca h fr m inve tin activitie
eposit released as collateral for Stand etter of Credit –
eposit ithheld in released fro escro account
Net cash from investing activities
Ca h fr m financin activit
ividends paid –
Net decrease in cash and cash equivalents
Cash and cash e uivalents at anuar
Cash and cash equivalents at 31 December 7
Analysis of cash and cash equivalents
Fi ed deposits
ess eposits ithheld as collateral for Stand etter of Credit –
eposit ithheld in escro account
Ca h an ca h e uivalent in the tatement f ca h 7
STATEMENT OF CASH FLOWS YEAR ENDED 31 DECEMBER 2016
hese notes for an integral part of the financial state ents
he financial state ents ere authorised for issue the oard of irectors on March
1 Domicile and activities
SHC Capital Asia Limited (the “Company”) is a company incorporated in Singapore. The address of the Company’s registered office is rchard Road Singapore
he i ediate holding co pan is S C Capital oldings Pte td hich is incorporated in Singapore he ulti ate holding co pan is See o Chan Sdn hd hich is incorporated in Mala sia
The principal activity of the Company is that of an investment holding company.
Follo ing the co pletion of the disposal of its holl o ned su sidiar S C nsurance Pte td S C nsurance the isposal on August the Co pan ceased to have an operating usiness and accordingl the
Co pan is dee ed a cash co pan ithin the eaning of Rule of the Singapore change Securities rading i ited SG S isting Manual Section Rules of Catalist Catalist Rules he Co pan has een see ing out
ne usinesses hich ill eet the listing criteria of the SG S Pursuant to Rule of the Catalist Rules the Co pan is re uired to a e uarterl announce ents to update its shareholders of ilestones in o taining a ne usiness
nder Rule of the Catalist Rules the SG S ill proceed to re ove the Co pan fro the Catalist oard if it is una le to eet the re uire ents for a ne listing ithin onths fro the ti e it eco es a cash co pan
he Co pan a appl to the SG S for a a i u onths e tension to the onths period if it has alread signed a definitive agree ent for the ac uisition of a ne usiness of hich the ac uisition ust e co pleted in the onth e tension period n the event the Co pan is una le to eet its ilestones or co plete the relevant ac uisition ithin the stipulated ti e period the Co pan ill e delisted fro the SG S
he Co pan announced that it had on cto er entered into a conditional sale and purchase agree ent SPA ith o a Strategic nvest ents td S First M an ar nvest ent Co pan i ited FM and e plar entures i ited collectivel endors pursuant to hich the Co pan shall ac uire fro the endors
the entire issued and paid up share capital Sale Shares of a co pan to e incorporated S and or FM hich ill in turn ac uire the certain touris related usinesses in M an ar for a consideration to e satisfied in full the
issuance and allot ent of ne ordinar shares in the capital of the Co pan Proposed Ac uisition
he Co pan announced on ece er that a further e tension of ti e as granted SG S to eet the re uire ents for a ne listing Septe er su ect to certain conditions eing et
NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2016
2 Basis of preparation
2.1 Statement of compliance
he financial state ents have een prepared in accordance ith the Singapore Financial Reporting Standards FRS
2.2 Basis of measurement
he financial state ents have een prepared on the historical cost asis e cept as disclosed in the accounting policies or the e planator notes set out elo
2.3 Functional and presentation currency
hese financial state ents are presented in Singapore dollars hich is the Co pan s functional currenc he financial infor ation is presented in Singapore dollars rounded to the nearest thousand unless other ise stated
The functional currency of the Company is the Singapore dollar as its operating expenses are denominated primarily in Singapore dollars and receipts fro operations are usuall retained in Singapore dollars the irectors of the Co pan are of the opinion that the Singapore dollar re ects the econo ic su stance of the underl ing events and circumstances relevant to the Company.
2.4 Use of estimates and judgements
he preparation of financial state ents in confor it ith FRSs re uires anage ent to a e udge ents esti ates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
sti ates and underl ing assu ptions are revie ed on an ongoing asis Revisions to accounting esti ates are recognised in the ear in the period in hich the esti ate is revised and in an future periods affected
Manage ent is of the opinion that there are no critical udge ents ade in appl ing the entit s accounting policies and no assu ptions and esti ation uncertainties that have a significant ris of resulting in a aterial ad ust ent ithin the ne t financial ear
Measurement of fair values
A nu er of the Co pan s accounting policies and disclosures re uire the easure ent of fair values for oth financial and non financial assets and lia ilities
he anage ent has overall responsi ilit for all significant fair value easure ents including evel fair values
he anage ent regularl revie s significant uno serva le inputs and valuation ad ust ents f third part infor ation such as ro er uotes or pricing services is used to easure fair values then the anage ent assesses and documents the evidence obtained from the third parties to support the conclusion that such valuations meet the re uire ents of SFRS including the level in the fair value hierarch in hich such valuations should e classified
2 Basis of preparation (cont’d)
2.4 Use of estimates and judgements (cont’d)
Measurement of fair values (cont’d)
hen easuring the fair value of an asset or a lia ilit the Co pan uses ar et o serva le data as far as possi le Fair values are categorised into different levels in a fair value hierarch ased on the inputs used in the valuation techni ues as follo s
evel uoted prices unad usted in active ar ets for identical assets or lia ilities
evel inputs other than uoted prices included in evel that are o serva le for the asset or lia ilit either directly (i.e. as prices) or indirectly (i.e. derived from prices).
evel inputs for the asset or lia ilit that are not ased on o serva le ar et data uno serva le inputs
f the inputs used to easure the fair value of an asset or a lia ilit fall into different levels of the fair value hierarch then the fair value easure ent is categorised in its entiret in the sa e level of the fair value hierarch as the lo est level input that is significant to the entire easure ent ith evel eing the lo est
he Co pan recognises transfers et een levels of the fair value hierarch as of the end of the reporting period during hich the change has occurred
i nificant acc untin licie
he accounting policies set out elo have een applied consistentl the Co pan to all periods presented in these financial state ents
3.1 Plant and equipment
Recognition and measurement
Plant and e uip ent are stated at cost less accu ulated depreciation and accu ulated i pair ent losses All ite s of plant and e uip ent are initiall recorded at cost
he initial cost of plant and e uip ent co prises its purchase price including an directl attri uta le costs of ringing the asset to its or ing condition and location for its intended use penditure incurred after the plant and
e uip ent has een put into operation such as repairs and aintenance and overhaul costs are nor all charged to the profit or loss in the period in hich the costs are incurred n situations here it can e clearl de onstrated that the e penditure has resulted in an increase in the future econo ic enefits e pected to e o tained fro the use of an ite of plant and e uip ent e ond its originall assessed standard of perfor ance the e penditure is capitalised as part of the plant and e uip ent
Depreciation
epreciation is ased on the cost of an asset less its residual value Significant co ponents of individual assets are assessed and if a component has a useful life that is different from the remainder of that asset, that component is depreciated separately.
epreciation is recognised as an e pense in profit or loss on a straight line asis over the esti ated useful lives of each co ponent of an ite of plant and e uip ent unless it is included in the carr ing a ount of another asset
epreciation is recognised fro the date that the plant and e uip ent are installed and are read for use
i nificant acc untin licie c nt
3.1 Plant and equipment (cont’d)
Depreciation (cont’d)
he esti ated useful lives for the current and co parative ears are as follo s
Motor vehicles ears
epreciation ethods useful lives and residual values are revie ed at the end of each reporting period and ad usted if appropriate.
3.2 Financial instruments
Non-derivative financial assets
he Co pan initiall recognised loans and receiva les on the date that the are originated All other financial assets are recognised initiall on the trade date at hich the Co pan eco es a part to the contractual provisions of the instrument.
he Co pan derecognises a financial asset hen the contractual rights to the cash o s fro the asset e pire or hen it transfers the rights to receive the contractual cash o s on the financial asset in a transaction in hich su stantiall all the ris s and re ards of o nership of the financial asset are transferred or it neither transfers nor retains su stantiall all of the ris s and re ards of o nership and does not retain control over the transferred asset An interest in transferred financial assets that is created or retained the Co pan is recognised as a separate asset or liability.
Financial assets and lia ilities are offset and the net a ount presented in the state ent of financial position hen and onl hen the Co pan has a legal right to offset the a ounts and intends either to settle on a net asis or to realise the asset and settle the liability simultaneously.
he Co pan classifies its non derivatives financial assets as loans and receiva les
Loans and receivables
oans and receiva les are financial assets ith fi ed or deter ina le pa ents that are not uoted in active ar et Such assets are recognised initiall at fair value plus an directl attri uta le transaction costs Su se uent to initial recognition, loans and receivables are measured at amortised cost using effective interest rate method, less any impairment losses.
oans and receiva les co prise deposits and cash and cash e uivalents
Cash and cash equivalents
Cash and cash e uivalents co prise cash alances and short ter deposits ith aturities of three onths or less fro the date of ac uisition that are su ect to an insignificant ris of changes in their fair value and are used the Company in the management of its short-term commitments.
i nificant acc untin licie c nt
3.2 Financial instruments (cont’d)
Non-derivative financial liabilities
Financial lia ilities are recognised initiall on the trade date hich is the date that the Co pan eco es a part to the contractual provisions of the instrument.
he Co pan derecognises a financial lia ilit hen its contractual o ligations are discharged cancelled or e pire
Financial assets and lia ilities are offset and the net a ount presented in the state ent of financial position hen and onl hen the Co pan currentl has a legall enforcea le right to offset the a ounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.
he Co pan classifies its non derivatives financial lia ilities as other financial lia ilities
ther non derivative financial lia ilities are initiall easured at fair value less an directl attri uta le transaction costs Su se uent to initial recognition these financial lia ilities are easured at a ortised cost using the effective interest method.
hese financial lia ilities co prise other pa a les
3.3 Impairment
Non-derivative financial assets
A financial asset not carried at fair value through profit or loss is assessed at the end of each reporting period to deter ine hether there is o ective evidence that it is i paired A financial asset is i pai

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