FOR IMMEDIATE RELEASE
30
July 2015
Asia Wealth Group Holdings
Limited
("Asia Wealth" or the "Company")
AUDITED RESULTS
FOR THE FINANCIAL YEAR ENDED
28 FEBRUARY 2015
The Board is pleased to report the Audited Results of Asia
Wealth Group Holdings Limited (“Accounts”) for the Financial Year
from 1 March 2014 to 28 February 2015. These Accounts have been
prepared in accordance with the ISDX Rules and contain an audit
opinion which is qualified only in respect of the possible effects
of the Group's investment in Ray
Alliance not having been assessed for impairment. The
Accounts will shortly be available on the ISDX website,
www.isdx.com or via the Company’s website, www.asiawealthgroup.com
and extracts are set out below in Appendix 1.
Chairman’s Statement
The Company reports a consolidated loss of US$81,566 (last year (US$26,187)).
Whilst the Board is disappointed with the consolidated results
for the fourth financial year of the Company, it is working hard to
restore the group to profitability and has identified several new
areas of business expansion opportunities in South East Asia. The Group’s main source of
income, Meyer Asset Management Ltd, achieved a net profit of
US$151,243 (last year US$368,649) and continues to show a satisfactory
performance, despite difficult trading conditions.
The Board continues to focus on further nurturing the working
relationship between Ray Alliance
and the Meyer Group, and remains focused on further acquisitions
and partnerships in the South-East Asian region. The Board has a
cash surplus to seek further acquisitions.
I would again like to thank the Company’s staff for their hard
work throughout the year and shareholders for their support and we
look forward to taking advantage of the opportunities which we
expect to encounter in the forthcoming year.
Richard Cayne
Chairman
Contacts:
Richard Cayne (Chairman and
CEO)
Asia Wealth Group Holdings Limited, +66 (0) 2611-2561
Roland Cornish (Corporate
Adviser)
Beaumont Cornish Limited, +44 (0) 207 628 3396
www.asiawealthgroup.com
Appendix 1
Consolidated Statement of Financial
Position
For the year ended 28 February 2015
Expressed in U.S. Dollars
|
|
Note(s) |
|
2015 |
|
2014 |
Non-current assets |
|
|
|
|
|
|
|
|
|
|
|
|
Fixed
assets |
3 |
|
68,925 |
|
34,976 |
|
|
|
|
|
|
|
|
|
|
|
68,925 |
|
34,976 |
|
|
|
|
|
|
|
Current
assets |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and
cash equivalents |
|
|
1,695,584 |
|
1,874,858 |
Trade
receivables |
|
|
273,483 |
|
242,314 |
Due from
related party |
4,5 |
|
26,810 |
|
1 |
Prepayments and other assets |
|
|
88,191 |
|
79,139 |
Investment
in associate |
5 |
|
12,410 |
|
— |
Available-for-sale investment |
6 |
|
318,162 |
|
318,162 |
|
|
|
|
|
|
|
|
|
|
|
2,414,640 |
|
2,514,474 |
|
|
|
|
|
|
|
Total assets |
|
$ |
2,483,565 |
$ |
2,549,450 |
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
Share
capital |
7 |
|
913,496 |
|
913,496 |
Share-based payment reserve |
8 |
|
35,423 |
|
35,423 |
Consolidation reserve |
|
|
405,997 |
|
405,997 |
Translation reserve |
|
|
(7,875) |
|
(9,984) |
Accumulated deficit |
|
|
(166,773) |
|
(85,207) |
|
|
|
|
|
|
|
Total
equity |
|
|
1,180,268 |
|
1,259,725 |
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities under finance lease agreement |
9 |
|
40,031 |
|
8,908 |
|
|
|
|
|
|
|
Current
liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Trade
payables |
|
|
1,183,146 |
|
1,203,952 |
Due to
related party |
|
|
4,975 |
|
— |
Liabilities under finance lease agreement |
9 |
|
13,168 |
|
5,568 |
Other
payables and accrued expenses |
4 |
|
61,977 |
|
71,297 |
|
|
|
|
|
|
|
|
|
|
|
1,263,266 |
|
1,280,817 |
|
|
|
|
|
|
|
Total
liabilities |
|
|
1,303,297 |
|
1,289,725 |
|
|
|
|
|
|
|
Total equity and liabilities |
|
$ |
2,483,565 |
$ |
2,549,450 |
|
|
|
|
|
|
Consolidated Statement of
Comprehensive Income
For the year ended 28 February 2015
Expressed in U.S. Dollars
|
|
Note(s) |
|
2015 |
|
2014 |
|
|
|
|
|
|
|
Revenue |
|
|
|
1,726,989 |
|
1,967,605 |
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
Commission |
|
|
|
998,447 |
|
1,125,948 |
Professional fees |
|
4 |
|
265,769 |
|
337,302 |
Directors’ fees |
|
4,9 |
|
209,030 |
|
276,785 |
Travel and
entertainment |
|
|
|
60,283 |
|
64,605 |
Wages and
salaries |
|
|
|
39,031 |
|
36,654 |
Rent |
|
|
|
15,244 |
|
30,661 |
Office expenses |
|
|
|
16,979 |
|
23,343 |
Depreciation |
|
3 |
|
17,324 |
|
19,323 |
Communications |
|
|
|
3,447 |
|
14,201 |
Bank charges |
|
|
|
7,488 |
|
8,988 |
Marketing
expenses |
|
|
|
30,125 |
|
— |
Sundry expenses |
|
|
|
57,528 |
|
65,046 |
|
|
|
|
|
|
|
|
|
|
|
1,720,695 |
|
2,002,856 |
|
|
|
|
|
|
|
Net profit/(loss)
from operations |
|
|
|
6,294 |
|
(35,251) |
|
|
|
|
|
|
|
Other
income/(expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss on disposal of
subsidiary |
|
4 |
|
(8,272) |
|
— |
Foreign exchange
gain/(loss) |
|
|
|
(87,041) |
|
3,137 |
Other income |
|
|
|
11,948 |
|
11,015 |
|
|
|
|
|
|
|
|
|
|
|
(83,365) |
|
14,152 |
|
|
|
|
|
|
|
Net loss before
finance costs |
|
|
|
(77,071) |
|
(21,099) |
|
|
|
|
|
|
|
Finance
costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
|
1,825 |
|
1,994 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss before
taxation |
|
|
|
(78,896) |
|
(23,093) |
|
|
|
|
|
|
|
Taxation |
|
10 |
|
2,670 |
|
3,094 |
|
|
|
|
|
|
|
Total
comprehensive loss |
|
|
$ |
(81,566) |
$ |
(26,187) |
|
|
|
|
|
|
Loss
per share attributable to the equity holders of the
Company: |
|
|
|
|
|
|
|
|
(0.00713) |
$ |
(0.00229) |
Basic loss per
share |
|
11 |
$ |
|
|
|
|
|
|
|
(0.00685) |
$ |
(0.00223) |
Diluted loss per
share |
|
11 |
$ |
|
|
|
Consolidated Statement of Changes in
Equity
For the year ended 28 February 2015
Expressed in U.S. Dollars
|
|
2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share Capital |
|
Share-based Payment Reserve |
|
Consolidation Reserve |
|
Translation Reserve |
|
Accumulated Deficit |
|
Equity |
|
Note |
Number |
|
|
US$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at
beginning of year |
|
11,433,433 |
|
|
913,496 |
|
35,423 |
|
405,997 |
|
(9,984) |
|
(85,207) |
|
1,259,725 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Translation
differences |
2(g) |
— |
|
|
— |
|
— |
|
— |
|
2,109 |
|
— |
|
2,109 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive
loss |
|
— |
|
|
— |
|
— |
|
— |
|
— |
|
(81,566) |
|
(81,566) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at end of
year |
|
11,433,433 |
|
$ |
913,496 |
$ |
35,423 |
$ |
405,997 |
$ |
(7,875) |
$ |
(166,773) |
$ |
1,180,268 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share Capital |
|
Share-based Payment Reserve |
|
Consolidation Reserve |
|
Translation Reserve |
|
Accumulated Deficit |
|
Equity |
|
Note |
Number |
|
|
US$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at
beginning
of year |
|
11,433,433 |
|
|
913,496 |
|
35,423 |
|
405,997 |
|
444 |
|
(59,020) |
|
1,296,340 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Translation
differences |
2(g) |
— |
|
|
— |
|
— |
|
— |
|
(10,428) |
|
— |
|
(10,428) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive
loss |
|
— |
|
|
— |
|
— |
|
— |
|
— |
|
(26,187) |
|
(26,187) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at end of
year |
|
11,433,433 |
|
$ |
913,496 |
$ |
35,423 |
$ |
405,997 |
$ |
(9,984) |
$ |
(85,207) |
$ |
1,259,725 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Statement of Cash
Flows
For the year ended 28 February 2015
Expressed in U.S. Dollars
|
|
|
2015 |
|
2014 |
Operating
activities |
|
|
|
|
|
|
|
|
|
|
|
Commissions
received |
|
|
1,618,577 |
|
2,084,277 |
Other income
received |
|
|
11,948 |
|
11,015 |
Commissions paid |
|
|
(1,019,253) |
|
(1,264,711) |
Directors’ fees
paid |
|
|
(209,030) |
|
(276,785) |
Other expenses
paid |
|
|
(513,786) |
|
(631,883) |
|
|
|
|
|
|
Cash flows from
operating activities |
|
|
(111,544) |
|
(78,087) |
|
|
|
|
|
|
Investing
activities |
|
|
|
|
|
|
|
|
|
|
|
Disposal of
subsidiary |
|
|
(6,249) |
|
— |
Acquisition of
associate |
|
|
(12,410) |
|
— |
Acquisition of fixed
assets |
|
|
(11,585) |
|
(4,887) |
|
|
|
|
|
|
Cash flows from
investing activities |
|
|
(30,244) |
|
(4,887) |
|
|
|
|
|
|
Financing
activities |
|
|
|
|
|
|
|
|
|
|
|
Net advances to
related party |
|
|
(26,809) |
|
— |
|
|
|
|
|
|
Cash flows from
financing activities |
|
|
(26,809) |
|
— |
|
|
|
|
|
|
Net decrease in
cash and cash equivalents |
|
|
(168,597) |
|
(82,974) |
|
|
|
|
|
|
Effects of
exchange rate fluctuations on cash and cash equivalents |
|
(10,677) |
|
(7,291) |
|
|
|
|
|
|
Cash and cash
equivalents at beginning of year |
|
|
1,874,858 |
|
1,965,123 |
|
|
|
|
|
|
Cash and cash
equivalents at end of year |
|
$ |
1,695,584 |
$ |
1,874,858 |
Cash and cash equivalents comprise cash at bank.
On 2 July 2014, the Company
disposed of its 100% interest in Asia Wealth Group Pte. Ltd. (“Asia
Wealth Singapore”), with a net asset value of $84,575, to one of the directors of Asia Wealth
Singapore by paying cash of $6,249
and being forgiven payables owed to Asia Wealth Singapore at
31 July 2014 of $82,552.
On 31 January 2015, the Group
entered into a finance lease agreement to purchase a new vehicle
amounting to $49,610 and paid a 20%
downpayment of $9,922.
Notes to and forming part of the
Consolidated Financial Statements
For the year ended 28 February 2015
Expressed in U.S. Dollars
1 GENERAL
INFORMATION
Asia Wealth Group Holdings Limited (the “Company”) was
incorporated in the British Virgin
Islands on 7 October 2010
under the BVI Business Companies Act, 2004. The liability of
the shareholders is limited by shares. The Company maintains
its registered office in the British
Virgin Islands and its financial records and statements are
maintained and presented in U.S. Dollars, rounded to the nearest
dollar. The financial statements were authorised for issue by
the Board of Directors on 16 July
2015.
The principal activity of the Company and its subsidiaries (the
“Group”) is to provide wealth management advisory services to
Asia-based high net worth
individuals and corporations.
The Company’s shares are listed on the PLUS Stock Exchange based
in London, United Kingdom.
During the prior year, ICAP Plc, an interdealer broker based in
London, United Kingdom, bought
PLUS Stock Exchange and rebranded and relaunched it as ICAP
Securities & Derivatives Exchange (“ISDX”). The Company’s
shares were automatically admitted to ISDX.
The Company has the following subsidiaries:
|
Incorporation |
Country of |
Ownership |
|
Date |
Incorporation |
Interest |
|
|
|
|
Meyer Asset Management Ltd.
(“Meyer BVI”) |
2000 |
British Virgin
Islands |
100% |
Meyer International Limited
(“Meyer Thailand”) |
2010 |
Thailand |
100% |
Meyer BVI directly holds 49% and acquired beneficial ownership
of 51% of the total issued share capital of Meyer Thailand via a
trust agreement. The registered owner of the 51% outstanding
shares is Mr. Somchai Kruntong as
set out in a declaration of trust in favour of Meyer BVI. The
Company has control over the financial and reporting policies of
Meyer Thailand and has accordingly accounted for it as a wholly
owned subsidiary.
On 13 June 2012, Meyer BVI was
licensed to provide investment business services under Section 3 of
the Securities and Investment Business Act, 2010 of the
British Virgin Islands.
2 SIGNIFICANT ACCOUNTING
POLICIES
The significant accounting policies adopted in the preparation
of the Group’s consolidated financial statements are set out
below.
- Statement of compliance
The consolidated financial statements of the Group have been
prepared in accordance with International Financial Reporting
Standards (“IFRSs”).
- Basis of preparation
The consolidated financial statements have been prepared on the
basis of historical costs and do not take into account increases in
the market value of assets.
The accounting policies have been applied consistently by the
Group and are consistent with those used in the previous year.
There are no new standards, interpretations or amendments to
existing standards that are effective for the first time for the
financial year beginning 1 March 2014
that would be expected to have a material impact on the Group’s
consolidated financial statements.
- Use of estimates
The preparation of consolidated financial statements in
conformity with IFRSs requires management to make judgments,
estimates and assumptions that affect the application of policies
and the reported amounts of assets and liabilities, income and
expenses. The estimates and associated assumptions are based
on historical experience and various other factors that are
believed to be reasonable under the circumstances, the results of
which form the basis of making the judgments about carrying values
of assets and liabilities that are not readily apparent from other
sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an
ongoing basis. Revisions to accounting estimates 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.
Critical accounting estimates and
judgments
Depreciation
Management regularly reviews the estimated useful lives and
residual values of the Group’s fixed assets and will revise rates
of depreciation where useful lives and residual values previously
estimated have changed.
Leases
In determining whether a lease is to be classified as an
operating lease or a finance lease, management is required to use
their judgment as to whether the significant risks and rewards of
ownership of the leased asset have been transferred or not.
- Basis of consolidation
The consolidated financial statements include the financial
statements of the Company and its subsidiaries for the year ended
28 February 2015.
Details of the Group are set out in note 1.
Subsidiaries are those enterprises controlled by the
Company. Control exists when the Company has the power,
directly or indirectly, to govern the financial and operating
policies of an enterprise so as to obtain benefits from its
activities. The financial statements of subsidiaries are
included in the consolidated financial statements from the date
that control commences until the date that control
ceases.
Intra-group balances and transactions, and any unrealised gains
arising from intra-group transactions, are eliminated in preparing
the consolidated financial statements. Unrealised losses are
eliminated in the same way as unrealised gains, but only to the
extent that there is no evidence of impairment.
- Associates
Associates are those enterprises in which the Group has
significant influence, but not control, over the financial and
operating policies. The consolidated financial statements
include the Group’s share of the total recognised gains and losses
of associates on an equity accounted basis, from the date that
significant influence commences until the date that significant
influence ceases. When the Group’s share of losses exceeds
the carrying amount of the associate, the carrying amount is
reduced to nil and recognition of further losses is discontinued
except to the extent that the Group has incurred obligations in
respect of the associate.
- Segment reporting
The Group’s operating businesses are organised and managed
separately according to geographical area, with each segment
representing a strategic business unit that serves a different
market. Financial information on business segments is
presented in note 12 of the consolidated financial statements.
- Translation reserve
Assets and liabilities of the Group’s non-U.S. Dollar functional
currency subsidiaries are translated into U.S. Dollars at the
closing exchange rates at the reporting date. Revenues and
expenses are translated at the average exchange rates for the
year. All cumulative differences from the translation of the
equity of foreign subsidiaries resulting from changes in exchange
rates are included in a separate caption within equity without
affecting income.
- Financial instruments
- Classification
Available-for-sale investment
The Group designates its investment into the available-for-sale
category. The category of available-for-sale financial assets
comprise non-derivative financial assets that are designated as
available for sale or are not classified as loans and receivables,
held-to-maturity investments or financial assets at fair value
through profit or loss. This includes investment in equity
securities in a private company (see note 6).
Cash and cash equivalents
Cash comprises current deposits with banks, net of any
overdrafts. Cash equivalents are short-term highly liquid
investments that are readily convertible to known amounts of cash
and which are subject to an insignificant risk of changes in
value.
Loans and receivables
Loans and receivables are non-derivative financial assets with
fixed or determinable payments that are not quoted in an active
market. Financial assets that are classified as loans and
receivables comprise trade receivables and due from related
party.
Trade accounts receivable are recognised initially at fair value
and are subsequently recorded at fair value reduced by any
appropriate allowances for estimated irrecoverable amounts.
An allowance for doubtful accounts is established when there is
evidence that the Group will not be able to collect amounts
due. The Group primarily uses the specific identification
method to determine if the receivable is impaired. The
carrying amount of the receivable is reduced through the use of the
allowance account, and the amount of the loss is recognised in the
consolidated statement of comprehensive income.
The Group determines its allowance by considering a number of
factors, including the length of time trade receivables are past
due, the Group’s previous loss history, the customer’s current
ability to pay its obligation to the Group, and the condition of
the general economy and the industry as a whole.
The Group writes off accounts receivable when they become
uncollectible. Actual bad debts, when determined, reduce the
allowance, the adequacy of which management then reassesses. The
Group writes off accounts after a determination by management that
the amounts at issue are no longer likely to be collected,
following the exercise of reasonable collection efforts and upon
management’s determination that the costs of pursuing the
collection outweigh the likelihood of recovery.
Financial liabilities at cost
Financial liabilities measured at cost are non-derivative
contractual obligations to deliver cash or another financial asset
to another entity. Financial liabilities measured at cost
comprise trade payables and other payables and accrued
expenses.
Share capital
Shares are classified as equity. Incremental costs
directly attributable to the issue of shares are recognised as a
deduction from equity.
ii) Recognition and derecognition
The Group recognises financial assets and financial liabilities
on the date it becomes a party to the contractual provisions of an
instrument.
The Group derecognises a financial asset when the contractual
rights to the cash flows from a financial asset expire or it
transfers a financial asset and the transfer qualifies for
derecognition in accordance with IAS 39, “Financial Instruments:
Recognition and Measurement.” A financial liability is
derecognised when the obligation specified in a contract is
discharged, cancelled or expired.
iii) Measurement
The financial asset classified as an available-for-sale
investment does not have a quoted market price in an active market
and its fair value cannot be reliably measured using other methods
of estimating fair value. Accordingly, it has been carried at
cost, less impairment losses, if any (refer to accounting policy
2(j)).
Financial assets classified as loans and receivables are carried
at amortised cost using the effective interest method, less
impairment losses, if any.
Financial liabilities are measured at amortised cost using the
effective interest method.
- Fixed assets
Items of fixed assets are stated at cost less accumulated
depreciation. Depreciation is charged to the consolidated statement
of comprehensive income on a straight-line basis over the estimated
useful lives of fixed assets.
The annual rates of depreciation in use are as follows:
Leasehold
improvements
20%
Office equipment
20-33%
Vehicles
20%
Subsequent expenditure incurred to replace a component of a
fixed asset is capitalised only when it increases the future
economic benefits embodied in the item of a fixed asset. All
other expenditure is recognised in the consolidated statement of
comprehensive income when it is incurred.
- Impairment
The carrying amounts of the Group’s assets are reviewed at each
reporting date to determine whether there is any indication of
impairment. If any such indication exists, the asset’s
recoverable amount is estimated. The recoverable amount is
estimated as the greater of an asset’s net selling price or value
in use. An impairment loss is recognised in the consolidated
statement of comprehensive income whenever the carrying amount of
an asset or its cash-generating unit exceeds its recoverable
amount.
If in a subsequent period, the amount of an impairment loss
decreases and the decrease can be linked objectively to an event
occurring after the write-down, the write-down is reversed through
the consolidated statement of comprehensive income.
An impairment is reversed only to the extent that the asset’s
carrying amount does not exceed the carrying amount that would have
been determined, net of depreciation or amortisation, if no
impairment loss had been recognised.
- Revenue and expense recognition
In relation to the rendering of professional services, the Group
recognises fee income as time is expended and costs are incurred,
provided the amount of consideration to be received is reasonably
determinable and there is reasonable expectation of its ultimate
collection.
Interest income is recognised in the consolidated statement of
comprehensive income as it accrues.
All expenses are recognised in the consolidated statement of
comprehensive income on the accrual basis.
Financial assets and liabilities are offset and the net amount
is reported in the consolidated statement of financial position
whenever the Group has a legally enforceable right to set off the
recognised amounts and the transactions are intended to be settled
on a net basis.
- Leases
Leases of equipment where the Group assumes substantially all
the benefits and risks of ownership are classified as finance
leases. Finance leases are capitalised at the estimated
present value of the underlying lease payments. Each lease
payment is allocated between the liability and finance charges so
as to achieve a constant rate on the finance balance
outstanding. The corresponding rental obligations, net of
finance charges, are recorded as long-term liabilities. The
finance charge is taken to the consolidated statement of
comprehensive income over the lease period. Assets acquired
under finance lease agreements are depreciated over their useful
lives.
Leases of assets under which all the risks and rewards of
ownership are effectively retained by the lessor are classified as
operating leases. Payments made under operating leases are
charged to the consolidated statement of comprehensive income on a
straight line basis over the term of the lease. When an operating
lease is terminated before the lease term has expired, any penalty
is recognised as an expense in the period in which the termination
takes place.
Taxation on net profit before taxation for the year comprises
both current and deferred tax.
Current tax is the expected income tax payable on the taxable
income for the year, using tax rates enacted or substantially
enacted at the reporting date and any adjustment to tax payable in
respect of previous years in the countries where the Company and
its subsidiaries operate and generate taxable income.
The Group accounts for income taxes in accordance with IAS 12,
“Income Taxes,” which requires that a deferred tax liability be
recognised for all taxable temporary differences and a deferred tax
asset be recognised for an enterprise’s deductible temporary
differences, operating losses, and tax credit carryforwards.
A deferred tax asset or liability is measured using the marginal
tax rate that is expected to apply to the last dollars of taxable
income in future years. The effects of enacted changes in tax
laws or rates are recognised in the period that includes the
enactment date.
The Group entered into a series of equity-settled, share-based
payment transactions, under which the Group received services from
a third party as consideration for equity instruments (shares,
options or warrants) of the Group.
For non-vesting share-based payments, the fair value of the
service received in exchange for the shares is recognised as an
expense immediately with a corresponding credit to share
capital.
For share-based payments with vesting periods, the service
received is recognised as an expense by reference to the fair value
of the share options granted or warrants issued. The total expense
is recognised over the vesting period, which is the period over
which all of the specified vesting conditions are to be satisfied
with a corresponding credit to the share capital reserve.
- Foreign currency
Transactions in foreign currencies are converted at the foreign
currency exchange rate ruling at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies
are translated into U.S. Dollars at the foreign currency exchange
rate ruling at the reporting date.
Foreign currency exchange differences arising on conversion or
translation and realised gains and losses on disposals or
settlements of monetary assets and liabilities are recognised in
the consolidated statement of comprehensive income.
Non-monetary assets and liabilities denominated in foreign
currencies which are stated at historical cost are translated at
the foreign currency exchange rate ruling at the date of the
transaction, or if impaired, at the date of the impairment
recognition. Non-monetary assets and liabilities denominated
in foreign currencies that are measured at fair value are
translated into U.S. Dollars at the foreign currency exchange rates
ruling at the dates that the values were determined.
- Newly issued accounting standards
A number of new standards, amendments to standards and
interpretations are effective for annual periods beginning after
1 March 2014, and have not been
applied in preparing these consolidated financial statements.
None of these are expected to have a significant effect on
the consolidated financial statements of the Group.
3) FIXED
ASSETS
|
|
Leasehold
improvements |
|
Office
equipment |
|
Vehicles |
|
Total |
Cost: |
|
|
|
|
|
|
|
|
At 28 February 2014 |
|
20,281 |
|
25,823 |
|
40,223 |
|
86,327 |
Additions |
|
- |
|
1,663 |
|
49,610 |
|
51,273 |
|
|
|
|
|
|
|
|
|
At 28 February 2015 |
|
20,281 |
|
27,486 |
|
89,833 |
|
137,600 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation: |
|
|
|
|
|
|
|
|
At 28 February 2014 |
|
12,874 |
|
13,191 |
|
25,286 |
|
51,351 |
Charge for the year |
|
3,729 |
|
5,115 |
|
8,480 |
|
17,324 |
|
|
|
|
|
|
|
|
|
At 28 February 2015 |
|
16,603 |
|
18,306 |
|
33,766 |
|
68,675 |
|
|
|
|
|
|
|
|
|
Net book value: |
|
|
|
|
|
|
|
|
At 28 February 2015 |
$ |
3,678 |
$ |
9,180 |
$ |
56,067 |
$ |
68,925 |
|
|
|
|
|
|
|
|
|
At 28
February 2014 |
$ |
7,407 |
$ |
12,632 |
$ |
14,937 |
$ |
34,976 |
|
|
|
|
|
|
|
As at 28 February 2015, the Group
had fixed assets under a finance lease agreement (refer to note 9)
with a net book value of $56,847
(2014: $14,937).
4)
RELATED PARTY TRANSACTIONS
A promissory note was issued by a director as consideration for
the allotment of the Company’s issued share capital of $1. It was unsecured, carried interest at
an annual rate of 3% and was repayable on demand. It was
settled during the year.
On 2 July 2014, the Company
disposed of its 100% interest in Asia Wealth Group Pte. Ltd. (“Asia
Wealth Singapore”), with a net asset value of $84,575, to one of the directors of Asia Wealth
Singapore by paying cash of $6,249
and being forgiven payables owed to Asia Wealth Singapore at
31 July 2014 of $82,552.
The Group was charged $33,082
(2014: $36,125) in accounting fees by
Administration Outsourcing Co., Ltd, a company related by way of
common directorship, of which $2,551
(2014: $2,556) remained outstanding
as at 28 February 2015.
During the year, the Group paid directors’ fees, inclusive of an
accommodation allowance, amounting to $209,030 (2014: $276,785).
As at 28 February 2015, the Group
owed one of the directors for expenses paid on behalf of the Group
amounting to $4,975 (2014: $nil).
5)
INVESTMENT IN ASSOCIATE
On 12 January 2015, the Group paid
$12,410 for a 20% shareholding in BTS
Property Holdings Co., Ltd. (the “Associate”), a new company
incorporated in Thailand.
The Group also advanced $26,810 to
cover the initial costs of the operations of the Associate.
The Group’s investment in Associate as at 28 February 2015 was as follows:
|
|
2015 |
2014 |
|
|
|
|
Balance at beginning of
year |
|
– . |
–
. |
Investment during the
year |
|
12,410 |
–
. |
Share of income in
associate |
|
– . |
– . |
|
|
|
|
Balance at end of
year |
|
$12,410 |
$
– . |
6)
AVALAIBALE-FOR-SALE INVESTMENT
On 12 June 2012, the Company
acquired a 15% equity interest in Ray Alliance Financial Advisers
Pte Ltd (“RAFA”) for a consideration of 322,000 shares issued at
£0.70 per share. The Company also issued 16,100 shares at
£0.60 per share in consideration for the advisory services provided
during the transaction. The total cost of the investment
amounted to $318,162.
7) SHARE
CAPITAL
Authorised
The Company is authorised to issue an unlimited number of no par
value shares of a single class.
Issued and fully paid:
11,433,433 shares of no par value per share.
Each share in the Company confers upon the shareholder:
(a) the right to one vote on any resolution of shareholders;
(b) the right to an equal share in any dividend paid by the
Company; and
(c) the right to an equal share in the distribution of the
surplus assets of the Company on its liquidation.
8) SHARE-BASED
PAYMENTS
- Options
Following the Company’s admission to the ISDX, the directors of
the Company proposed to grant options for up to 1,000,000 shares to
key consultants. On 1 July
2011, the Company issued a total of 260,000 share options at
an exercise price of £0.60 per share conditional on the consultants
completing 2 years’ service (the vesting period). On 27 May 2012, the Company issued 50,000 share
options at an exercise price of £0.60 per share in consideration of
the provision of advisory services exercisable on or after 30
September 2012. On 30 July
2012, the Company issued 100,000 share options at an
exercise price of £0.60 per share to one of the Group’s directors
exercisable on the second anniversary of the date of grant.
The share options reserve as at 28 February
2015 amounted to $26,402
(2014: $26,402).
Share options outstanding at the end of the year had the
following expiry dates and exercise prices:
Grant Date |
Expiry Date |
Exercise Price |
|
2015 |
2014 |
|
|
|
|
|
|
1 October 2012 |
27 May 2017 |
£0.60 |
|
50,000 |
50,000 |
1 July 2013 |
1 July 2016 |
£0.60 |
|
260,000 |
260,000 |
31 July 2013 |
30 July 2017 |
£0.60 |
|
100,000 |
100,000 |
- Warrants
On 16 May 2011, the Company issued
share warrants to Beaumont Cornish Limited to subscribe for 55,444
shares, in accordance with the terms of its agreement. The
warrants are exercisable at the placing price for a period of 5
years. The total advisory fee expense and share warrants
reserve for these issued share warrants amounted to $9,021. The fair value of these warrants
issued determined using the Black-Scholes valuation model was
£0.102. The significant inputs into the model were the share
price of £0.60 at the grant date, the exercise price shown below, a
volatility of 10%, a dividend yield of 0%, an expiry date of 5
years and an annual risk-free interest rate of 3%.
Share warrants outstanding at the end of the year had the
following expiry date and exercise price:
Grant Date |
Expiry Date |
Exercise Price |
|
2015 |
2014 |
|
|
|
|
|
|
16 May 2011 |
1 July 2016 |
£0.60 |
|
55,444 |
55,444 |
9) LEASES
Finance leases
|
2015 |
2014 |
Liabilities under
finance lease agreements: |
|
|
Less than 1 year |
15,802 |
6,701 |
1 to 5 years |
43,569 |
8,890 |
|
|
|
Total |
59,371 |
15,591 |
Less: Deferred
interest |
( 6,172) |
(
1,115) |
|
|
|
|
53,199 |
14,476 |
Less: Current
portion |
(13,168) |
(
5,568) |
|
|
|
Net |
$40,031 |
$
8,908 |
Operating leases
As at 28 February 2015, the future
minimum lease payments under non-cancellable operating leases for
director accommodation are as follows:
|
|
2015 |
2014 |
Payable within: |
|
. |
|
1 year |
|
–
. |
66,288 |
1 to 5 years |
|
– . |
16,572 |
|
|
|
|
Total |
|
$
– . |
$82,860 |
10) TAXATION
There is no mainstream taxation in the British Virgin
Islands. The Company and Meyer BVI are not subject to any
forms of taxation in the British Virgin
Islands, including income, capital gains and withholding
taxes.
Meyer Thailand is subject to Thailand graduated statutory income tax at a
rate of 0-30% on profit before tax.
Asia Wealth Singapore is subject to Singapore statutory income tax rate of 17% on
profit before tax.
The current tax expense included in the consolidated statement
of comprehensive income relates to the following subsidiaries:
|
2015 |
2014 |
|
|
|
Meyer Thailand |
2,670 |
2,633 |
Asia Wealth
Singapore |
– . |
461 |
|
|
|
|
$2,670 |
$3,094 |
The Group had no deferred tax assets or liabilities as at the
reporting date.
The Group’s total income tax differs from the amount determined
by multiplying net profit before taxation by the weighted average
tax rate of 0.12% (2014: 8.67%) as follows:
|
2015 |
2014 |
|
|
|
Net loss before
taxation |
$(78,896) |
$(23,093) |
Tax calculated at weighted average tax rate |
( 95) |
(
2,002) |
Asia Wealth Singapore’s
statutory stepped income exemption |
–
. |
( 1,050) |
Expenses not deductible
for tax purposes |
21 |
1,938 |
Meyer BVI net profit
not subject to tax |
( 181) |
(31,960) |
Company’s net loss not
subject to tax |
288 |
35,771 |
Weighted average tax
rate differential |
2,635 |
381 |
Other |
2 |
16 |
|
|
|
|
$2,670 |
$
3,094 |
11) LOSS PER SHARE
- Basic
Basic loss per share is calculated by dividing the loss
attributable to equity holders of the Company by the weighted
average number of shares in issue during the year.
|
2015 |
2014 |
|
|
|
Loss attributable to
equity holders of the Company |
$(81,566) |
$(26,187) |
|
|
|
Weighted average number
of shares in issue |
11,433,433 |
11,433,433 |
- Diluted
Diluted loss per share is calculated by adjusting the weighted
average number of shares outstanding to assume conversion of all
dilutive potential shares. The Company has share warrants and share
options as potential dilutive shares. For the share options and
warrants, a calculation is done to determine the number of shares
that could have been acquired at fair value based on the monetary
value of the subscription rights attached to outstanding share
options and warrants. The number of shares calculated as above is
compared with the number of shares that would have been issued
assuming the exercise of the share options and warrants.
|
2015 |
2014 |
|
|
|
Loss attributable to
equity holders of the Company |
$(81,566) |
$(26,187) |
|
|
|
Weighted average number
of shares in issue |
11,433,433 |
11,433,433 |
Adjusted for weighted
average number of : |
|
|
- share options (see
note 8(a)) |
410,000 |
280,466 |
- share warrants (see
note 8(b)) |
55,444 |
55,444 |
|
|
|
Weighted average number
of shares for diluted earnings per share |
11,898,877 |
11,769,343 |
12) SEGMENTAL
INFORMATION
The Group has three reportable segments based on geographical
areas where the Group operates and these were as follows:
British Virgin Islands (“BVI”)
– where the Company and Meyer BVI are domiciled. The Company
serves as the investment holding company of the Group and Meyer BVI
provides wealth management and advisory services.
Thailand – where Meyer Thailand
is domiciled and provides marketing and economic consulting
services to the Group.
Singapore – where Asia Wealth
Singapore is domiciled and provided management services to the
Group until the loss of control on 2 July
2014.
The reportable segments’ revenue, other profit and loss
disclosures and assets were as follows:
Revenue
|
2015 |
2014 |
|
Total
segment revenue |
Inter-segment revenue |
Revenue
from external customers |
Total
segment revenue |
Inter-segment revenue |
Revenue
from external customers |
|
|
|
|
|
|
|
BVI |
1,726,989 |
– . |
1,726,989 |
1,967,605 |
– . |
1,967,605 |
Thailand |
242,500 |
(242,500) |
– . |
247,580 |
(247,580) |
– . |
Singapore |
14,910 |
( 14,910) |
– |
166,597 |
(166,597) |
– |
Total |
$1,984,399 |
$(257,410) |
$1,726,989 |
$2,381,782 |
$(414,177) |
$1,967,605 |
The revenue between segments is carried out at arm’s length.
Other profit and loss disclosures
|
2015 |
2014 |
|
Commission expense |
Depre-ciation |
Income
tax |
Commission expense |
Depre-ciation |
Income
tax |
|
|
|
|
|
|
|
BVI |
998,447 |
984 |
– . |
1,125,948 |
636 |
– . |
Thailand |
– . |
15,674 |
2,670 |
– . |
17,169 |
2,633 |
Singapore |
–
. |
666 |
– . |
– |
1,518 |
461 |
Total |
$998,447 |
$17,324 |
$2,670 |
$1,125,948 |
$19,323 |
$3,094 |
Assets
|
2015 |
2014 |
|
|
Total
assets |
Additions
to non-current assets |
|
Total
assets |
Additions
to non-current assets |
|
|
|
|
|
|
|
BVI |
|
2,320,554 |
– . |
|
2,394,649 |
3,152 |
Thailand |
|
163,011 |
51,273 |
|
132,932 |
1,381 |
Singapore |
|
– . |
– . |
|
21,869 |
354 |
Total |
|
$2,483,565 |
$51,273 |
|
$2,549,450 |
$4,887 |
Intersegment assets amounting to $1,873,554 (2014: $1,815,597) were already eliminated in the total
assets per segment above.
Revenues from two customers of the BVI segment represent
approximately 71% (2014: 88%) of the Group’s total revenues.
13) FINANCIAL INSTRUMENTS
AND ASSOCIATED RISKS
Financial assets of the Group include cash and cash equivalents,
trade receivables, due from related party, investment in associate
and available-for-sale investment. Financial liabilities
include trade payables, due to related party and other payables and
accrued expenses.
- Market risk
Market risk represents the potential loss that can be caused by
a change in the market value of the Group’s financial
instruments. The Group’s exposure to market risk is
determined by a number of factors which include interest rate
risk.
Interest rate risk
The financial instruments exposed to interest rate risk comprise
cash and cash equivalents.
The Group is exposed to interest rate cash flow risk on cash and
cash equivalents, which earn interest at floating interest rates
that are reset as market rates change. The Group is exposed
to interest rate risk to the extent that these interest rates may
fluctuate
A sensitivity analysis was performed with respect to the
interest-bearing financial instruments with exposure to
fluctuations in interest rates and management noted that there
would be no material effect to shareholders’ equity or net income
for the year.
- Credit risk
Credit risk represents the accounting loss that would be
recognised at the reporting date if financial instrument
counterparties failed to perform as contracted.
As at 28 February 2015, the
Group’s financial assets exposed to credit risk amounted to the
following:
|
2015 |
2014 |
|
|
|
Cash and cash
equivalents |
1,695,584 |
1,874,858 |
Trade receivables |
273,483 |
242,314 |
Due from related
party |
26,810 |
– . |
Investment in
associate |
12,410 |
– . |
Available-for-sale
investment |
318,162 |
318,162 |
|
|
|
|
$2,326,449 |
$2,435,334 |
The ageing of the Group’s trade receivables as at 28 February 2014 is as follows:
|
2015 |
2014 |
|
|
|
|
|
Gross |
Impairment |
Gross |
Impairment |
|
|
|
|
|
1 – 90 days |
145,197 |
– . |
129,115 |
– . |
91 – 180 days |
128,286 |
– . |
113,199 |
– . |
|
|
|
|
|
|
$273,483 |
$ – . |
$242,314 |
$ – . |
The Group invests all its available cash and cash equivalents in
several banks. The Group is exposed to credit risk to the
extent that these banks may be unable to repay amounts owed.
To manage the level of credit risk, the Group attempts to deal with
banks of good credit standing, whenever possible.
The Group has two significant customers which expose it to
credit risk, though the exposure to credit risk is reduced as these
customers have a good working relationship with the Group. To
reduce exposure to credit risk, the Group may perform ongoing
credit evaluations on the financial condition of its customers, but
generally does not require collateral.
The Group is exposed to credit risk with respect to its
investments. Bankruptcy or insolvency of the investee
companies may cause the Group’s rights to the security to be
delayed or limited.
The extent of the Group’s exposure to credit risk in respect of
these financial assets approximates their carrying values.
- Liquidity risk
Liquidity risk is the risk that the Group will not be able to
meet its financial obligations as they fall due. The Group’s
approach to managing liquidity is to ensure, as far as possible,
that it will always have sufficient liquidity to meet its
liabilities when due, under both normal and stressed conditions,
without incurring unacceptable losses or risking damage to the
Group’s reputation. Typically, the Group ensures that it has
sufficient cash on demand to meet expected operational needs as
they arise.
14) FAIR VALUE
INFORMATION
The Group’s investment at the reporting date comprises an
investment in the unlisted ordinary shares of RAFA. Ordinary
shares that have no active market and whose fair value cannot be
reliably measured are carried at cost, less impairment, if any.
For certain of the Group’s financial instruments, not carried at
fair value, including cash and cash equivalents, trade receivables,
due from related party, trade payables, due to related party and
other payables and accrued expenses, the carrying amounts
approximate fair value due to the immediate or short-term nature of
these financial instruments.
The fair value hierarchy has the following levels:
· Level 1 inputs
are quoted prices (unadjusted) in active markets for identical
assets or liabilities that the entity can access at the measurement
date.
· Level 2 inputs
are inputs other than quoted prices included within Level 1 that
are observable for the asset or liability, either directly or
indirectly.
· Level 3 inputs
are unobservable inputs for the asset or liability.
The level in the fair value hierarchy within which the fair
value measurement is categorised in its entirety is determined on
the basis of the lowest level of input that is significant to the
fair value measurement in its entirety. For this purpose, the
significance of an input is assessed against the fair value
measurement in its entirety. If a fair value measurement uses
observable inputs that require significant adjustment based on
unobservable inputs, that measurement is a Level 3
measurement. Assessing the significance of a particular input
to the fair value measurement in its entirety requires judgment,
considering factors specific to the asset or liability.
The determination of what constitutes ‘observable’ requires
significant judgment by the Group. The Group considers
observable data to be that market data that is readily available,
regularly distributed or updated, reliable and verifiable, not
proprietary, and provided by independent sources that are actively
involved in the relevant market.
Investments whose values are based on quoted market prices in
active markets are therefore classified within Level 1.
Financial instruments that trade in markets that are not
considered to be active but are valued based on quoted market
prices, dealer quotations or alternative pricing sources supported
by observable inputs are classified within Level 2. As Level
2 investments include positions that are not traded in active
markets and/or are subject to transfer restrictions, valuations may
be adjusted to reflect illiquidity and/or non-transferability,
which are generally based on available market information.
Investments classified within Level 3 have significant
unobservable inputs, as they trade infrequently. The Group’s
Level 3 investment comprises an investment in unlisted shares
valued at cost, since there was no information to estimate their
fair values. The Group believes that the value stated as at
28 February 2015 is most
representative of its fair value.
The following table analyses within the fair value hierarchy the
Group’s financial assets (by class) measured at fair value at the
reporting date:
|
2015 |
2014 |
Level 3 |
|
|
Available-for-sale
investment |
$318,162 |
$318,162 |
The Group did not hold any investments under the Level 1 and
Level 2 hierarchies as at 28 February
2015 and 2014.
There were no significant investments transferred between Levels
1, 2 and 3.
15) CAPITAL RISK MANAGEMENT
The Group’s objectives when managing capital are:
· to safeguard
the Group’s ability to continue as a going concern; and
· to provide
adequate returns to its shareholders.
In order to maintain or balance its overall capital structure to
meet its objectives, the Group is continually monitoring the level
of share issuance and any dividend declaration and distributions to
shareholders in the future.