annual report - listed companyaccrelist.listedcompany.com/newsroom/20190710_172945_5rj... · 2019....

ANNUALREPORT2019

This annual report has been prepared by the Company and its contents have been reviewed by the Company’s sponsor, RHT Capital Pte. Ltd., (the “Sponsor”) for compliance with the relevant rules of the Singapore Exchange Securities Trading Limited (the “SGX-ST”). The Sponsor has not independently verified the contents of this annual report.

This annual report has not been examined or approved by the SGX-ST and the SGX-ST assumes no responsibility for the contents of this annual report, including the correctness of any of the statements or opinions made or reports contained in this annual report.

The contact person for the Sponsor is Mr Shervyn Essex, Registered Professional, RHT Capital Pte. Ltd.

Address: 9 Raffles Place #29-01 Republic Plaza Tower 1, Singapore 048619 Tel: 6381 6757

ContentsCorporate Profile 1

Chairman’s Message 2

主席献词 4

Financial and Operations Review 6

Board of Directors 8

Corporate Management 10

Milestones 11

Corporate Directory 12

Corporate Governance Report 13

Sustainability Report 30

Financial Contents 42

Statistics of Shareholdings 130

Notice of Annual General Meeting 132

Proxy Form

Corporate Information

Annual Report 2019Accrelist ltD.

MISSION STATEMENT

At Accrelist, our mission is to uncover new business opportunities and build sustainable businesses by developing creative strategies for unlocking value and maximising long-term shareholder returns.

BUSINESS PHILOSOPHY

People are an integral part of our business and they are at the core of our business philosophy. Led by a strong leadership team and guided by sound business ethics, we aim to deliver value to all our stakeholders.

As a provider of Corporate Accretion Services, Accrelist Ltd. (“Accrelist”) seeks to create long-term value for our shareholders and business partners by unlocking and adding value to companies we invest in.

Accrelist continues to actively pursue new growth opportunities through its wholly owned subsidiary corporations, namely, Accrelist Medical Aesthetics (BM) Pte. Ltd. (“A.M Aesthetics”) and Accrelist A.I. Tech Pte. Ltd. (“Accrelist A.I. Tech”).

A.M Aesthetics is a chain of Ministry of Health registered aesthetic medical clinics in Singapore which uses state-of-the-art equipment and clinically proven solutions to deliver a wide range of highly reliable and effective treatments.

Accrelist A.I. Tech is an artificial intelligence solutions and facial recognition verification service provider that enhances physical security, business intelligence and customer experiences by leveraging robotics, data analytics, facial recognition technology and secure cashless payment systems.

In addition, Accrelist holds a 65.82% controlling stake in Jubilee Industries Holdings Limited (“Jubilee”), a one-stop service provider with two main business segments:

1. Mechanical Business Unit (“MBU”) which is engaged primarily in precision plastic injection moulding and mould design and fabrication services; and

2. Electronics Business Unit (“EBU”) which distributes integrated electronic components.

Headquartered in Singapore, Jubilee’s production facilities span across Malaysia and Indonesia. Jubilee’s products are sold to customers in Singapore, Malaysia, Indonesia, Vietnam, India, the People’s Republic of China, the United States and various European countries.

Corporate Profile

01

VISION

Our vision is to deliver long-term value for shareholders through:

> Focused management expertise

> Excellent market knowledge

> An entrepreneurial spirit


Chairman’s Message

Building Growth Engines

Following the Group’s transformation into the field of Corporate Accretion Services and ongoing revitalisation, FY2019 marked a momentous year as Accrelist cemented its focus on two new business segments with significant growth opportunities, namely, medical aesthetics as well as artificial intelligence (“AI”) solutions and facial recognition verification services.

The Group continues to forge ahead with its new business segments through its subsidiary corporations, namely, Accrelist Medical Aesthetics (BM) Pte. Ltd. (“A.M Aesthetics”) and Accrelist A.I. Tech Pte. Ltd. (“Accrelist A.I. Tech”).

Accrelist first acquired the Refresh Laser Clinic network in October 2018, after which the four existing clinics in the network were renamed under the newly established A.M Aesthetics brand. As a chain of Ministry of Health registered aesthetic medical clinics, A.M Aesthetics uses state-of-the-art equipment and clinically proven solutions to deliver a wide range of highly reliable and effective aesthetic treatments.

The Group also renamed its subsidiary corporation WE9 Pay Pte. Ltd. (“WE9Pay”) as Accrelist A.I. Tech, which reflects Accrelist’s sharpened focus on AI solutions and facial recognition verification services to deliver enhanced physical

security, business intelligence and customer experiences for clients.

The Group’s subsidiary, Jubilee Industries Holdings Ltd. (“Jubilee”) sustained its turnaround and delivered improved results for FY2019. In addition, Jubilee’s recent acquisition of Honfoong Plastics Industries Pte. Ltd. (“HFPL”) also enhances Jubilee’s capability for further growth.

Across Accrelist’s subsidiary corporations, the Group’s Board of Directors and management team continue to be guided by the principles of integrity, commitment and innovation as we work together to create long-term value for shareholders.

Brief Overview of FY2019

Amidst ongoing trade tensions and external headwinds, the Group’s net profit rose from S$0.2 million for FY2018 to S$0.9 million for FY2019. The Group also achieved a 49% increase in revenue from S$112.5 million for FY2018 to S$167.1 million for FY2019. The sustained turnaround and improved results were mainly due to the full consolidation of Jubilee’s results for FY2019 and Jubilee’s stronger operational performance. The addition of A.M Aesthetics to the Group further contributed to the increase in the Group’s revenue.

Dear Shareholders,

On behalf of Accrelist Ltd. (“Accrelist” or the “Company”,

together with its subsidiary corporations, the “Group”), I am

pleased to present the Group’s latest annual report for the

financial year ended 31 March 2019 (“FY2019”).

02


Chairman’s Message

While we are encouraged that Jubilee has become a significant contributor to the Group’s performance, we recognise the need to broaden Accrelist’s revenue stream and we aim to develop Accrelist’s new business segments to further contribute to the Group’s performance.

Outlook and Future Plans

Jubilee’s recent acquisition of HFPL under its Mechanical Business Unit (“MBU”) has added significant capacity and capability to broaden Jubilee’s revenue stream and customer base that now includes players in the medical industry. We believe there is still significant room for growth as Jubilee’s management team continues to focus on improving machine utilisation rates and reduce manufacturing overheads to strengthen Jubilee’s foundation for further growth.

The Group aims to offer AI solutions and facial recognition verification services as a systems integrator through its collaboration with leading technology companies. These solutions are in line with Singapore’s Smart Nation initiative and has the potential to address manpower challenges faced by the local services sector. Accrelist’s AI solutions and facial recognition verification services can be applied to access control for physical security, attendance tracking and monitoring as well as VIP recognition for enhanced customer service.

Following extensive development and testing, the Group is currently in the final stages of preparation to roll out its AI solutions and facial recognition verification services to the market. Accrelist continues to grow its expertise in this field as it adds more tech talent to the team.

As minimally invasive medical aesthetic treatments become more widely accepted by affluent consumers, we expect demand to increase among Singapore’s ageing population. Led by a trusted team of experienced doctors and leading medical advisors, A.M Aesthetics aims to become one of Singapore’s largest medical aesthetic networks.

A.M Aesthetics’ newly set up clinic at Clementi Mall marks significant organic growth for the Group as we continue to develop the Group’s growth in the medical aesthetics segment. We are currently making encouraging progress towards entering the Malaysian market with plans to launch three clinics later this year in major cities across Peninsular Malaysia.

In addition to growing our presence, A.M Aesthetics is also exploring new business opportunities within the sector such as exclusive distributorship of related products and developing our own in-house products.

Across the Group’s subsidiary corporations, Accrelist will continue to explore suitable opportunities to make strategic acquisitions for the growth of the Group’s businesses.

We expect the operating environment to remain challenging going forward. Therefore, the Group will continue to be vigilant on costs, credit and cash management to address any challenges posed by uncertainties in the operating environment.

Accrelist will also focus its resources to develop its medical aesthetics segment as well as its AI solutions and facial recognition verification services segment. We believe these new business segments have significant potential to deliver long-term benefits to the Group and build sustainable value for our shareholders.

A Note of Appreciation

I would like to take this opportunity to thank all our valued shareholders, business partners and colleagues who continue to show us their unrelenting support for Accrelist as we move ahead into the Group’s next phase of development.

Thank you.

Mr Terence Tea Yeok KianExecutive Chairman and Managing DirectorAccrelist

03


主席献词

大展宏图，谋求增长

随着集团转型从事企业扩增服务（Corporate Accretion

Services）并持续振兴业务，FY2019可说是重要的一年，因为

亚联盛在这年内锁定发展两个极具潜力的新业务，即医学美容

和人工智能（“AI”）方案与脸部识别认证服务。

集团持续通过其子公司Accrelist Medical Aesthetics (BM)

私人有限公司（“A.M Aesthetics”）和亚联盛人工智能科技

私人有限公司（Accrelist A.I. Tech Pte.Ltd.）来发展上述两

个新业务。

亚联盛是于2018年10月收购Refresh Laser Clinic，然后

打造新品牌，将其既有的四间医学美容诊所重新命名为A.M

Aesthetics。A.M Aesthetics的诊所皆为向卫生部注册的合格

诊所，采用先进设备和临床证明的方案，提供一系列极为可靠

且有效的医学美容疗程。

集团也将其子公司WE9 Pay私人有限公司（“WE9Pay”）

改名为亚联盛人工智能科技，从而突显其经调整的业务发展方

向，即利用人工智能方案和脸部识别服务为客户加强企业保

安、商业智能和客户体验。

集团子公司千禧业科技公司（Jubilee Industries Holdings

Ltd.）的表现也持续复苏，其FY2019的业绩有所进步。另外，

千禧业不久前收购了Honfoong Plastics Industries私人有限

公司（“HFPL”），从而加强实力，能够取得进一步增长。

亚联盛属下的子公司、集团的董事局和管理团队一直都秉持着

正直、有诚信和创新的原则，全体通力合作，为股东创造长期

价值。

FY2019总体表现

尽管出现贸易纠纷及其他不利的外在因素，集团的FY2019净利

从FY2018的20万元增加至90万元，FY2019收入则从FY2018

的1亿1,250万元激增49%至1亿6,710万元。集团的业绩持续进

步，主要原因是完全并入了千禧业科技公司的FY2019业绩，反

映出其较佳的营运表现。通过A.M Aesthetics发展的医学美

容业务也是令集团收入增加的原因之一。

千禧业成为亚联盛的一大收入来源，令管理团队感到鼓舞。长

远而言，我们有必要增加亚联盛的收入来源，所以我们将致力

于发展各项新业务，使它们成为重要的业务部门，令集团取得

好表现。

各位股东：

本人谨代表亚联盛控股公司

（Accrelist Ltd，以下简

称“公司”，与旗下子公司

合称“集团”）为股东奉上

截至2019年3月31日财政年度

（“FY2019”）的最

新年度财务报告。

04


主席献词

前景和未来计划

由于微创医学美容疗程日渐受到富裕消费者所接受，在新加

坡这个人口逐渐老化的市场中，我们预计这类疗程的需求将增

加。 A.M Aesthetics是由极富经验的医生和医疗顾问所组成

的团队领导，其目标是成为新加坡其中一家大型医学美容机构

以便提供一站式的医学美容服务。

A.M Aesthetics在金文泰广场设立了一家新诊所，这是集团为

了取得增长而迈出的一大步，而集团将继续在医学美容领域谋

求增长。我们正如火如荼地准备进军马来西亚市场，目前的计

划是于下半年在马来西亚半岛主要城市开设三家诊所。

除此之外，A.M Aesthetics也尝试在业内探索新商机，如取得

相关产品的独家代理权，以及开发自家产品。

集团的其中一个目标是与领先科技企业合作，通过整合系统

来提供人工智能方案和脸部识别认证服务。这些方案符合新加

坡“智慧国”计划的发展需要，同时将有助于解决本地服务业

面对的人力资源挑战。亚联盛的人工智能方案和脸部识别认证

服务可用于出入控制、出缺席追踪和通过识别贵宾增强客服水

平。

在经过广泛的开发和测试后，集团目前正处于将人工智能方案

和脸部识别认证服务推出市场的最后准备阶段。亚联盛正在延

揽更多科技人才加入其团队，从而持续增进其在这个领域的技

术知识。

千禧业不久前收购了HFPL，并将它纳入其机械业务单位

（“MBU”），这大大增强了其实力，同时也拓宽了其收入来

源和客源，其客户如今也包括医疗业者。我们认为千禧业仍将

取得大幅增长，因为其管理团队将继续提高机器使用率和减少

制造费用，从而巩固千禧业的发展基石。

亚联盛将持续探寻合适的机会以进行收购，增加或壮大旗下的

子公司，从而推动集团各项业务的发展。

展望未来，我们预计集团的营运环境仍将充满挑战。所以，集

团将继续谨慎地管理成本、信贷和现金，从而应对营运环境中

各种不确定因素所带来的挑战。

亚联盛也将集中资源发展医学美容业务和人工智能方案与脸部

识别认证服务业务。我们相信这些新业务极具发展潜能，它们

将能为集团带来长期利益，同时持续为股东创造价值。

鸣谢

本人借此机会感谢所有我们珍视的股东、商业伙伴和同事，在

亚联盛迈入下一个发展阶段之际，感谢大家一直以来不懈的支

持。

谢谢

鄭耀楗主席兼董事经理

亚联盛控股公司

05


Other gains decreased by S$3.2 million or 58% from S$5.5 million for FY2018 to S$2.3 million for FY2019. The decrease in other gains for FY2019 can be attributed to a fair value gain on a derivative financial instrument and gain on disposal of plant and equipment totalling S$0.5 million in FY2018 where this was only S$1,000 in FY2019. In addition, the Group’s gain from bargain purchase of HFPL amounting to S$1.1 million in FY2019 was significantly lower than the Group’s gain from bargain purchase of Jubilee amounting to S$5.5 million in FY2018.

Marketing and distribution expenses increased by S$0.6 million or 60% from S$1.0 million for FY2018 to S$1.6 million for FY2019. Administration expenses increased by S$5.7 million or 64% from S$8.9 million for FY2018 to S$14.6 million for FY2019 due to staff cost incurred with Jubilee being a subsidiary of the Company. The Group’s finance costs increased by S$0.5 million or 56% from S$0.9 million for FY2018 to S$1.4 million for FY2019 mainly due to interest incurred by Jubilee. Share of profit from associate was S$0.7 million for FY2019 as compared to S$0.3 million for FY2018, due to the associate deriving greater profits for FY2019.

As a result of the above, the Group recorded a net profit of S$0.9 million for FY2019 as compared to S$0.2 million for FY2018, an increase of approximately S$0.7 million.

Financial Position

The Group’s total non-current assets increased by 39% from S$29.8 million as at 31 March 2018 to S$41.5 million as at 31 March 2019, mainly due to the goodwill arising from the Company’s acquisition of A.M Aesthetics and the greater

Financial and Operations Review

Financial Performance

For the financial year ended 31 March 2019 (“FY2019”), Accrelist Ltd. (“Accrelist” and together with its subsidiary corporations, the “Group”) recorded a revenue of S$167.1 million, representing an increase of S$54.6 million or 49% as compared to S$112.5 million recorded for FY2018.

The increase in revenue is mainly due to the full consolidation of Jubilee Industries Holdings Ltd.’s (“Jubilee”) results for FY2019 compared to the consolidation for FY2018 which only covered the period commencing 29 June 2017 to 31 March 2018. This accounting treatment is the result of converting the convertible loan outstanding to shares in Jubilee. In addition, Jubilee’s acquisition of Honfoong Plastics Industries Pte. Ltd. (“HFPL”) in July 2018 also contributed to the increase in revenue. Furthermore, the increase is also due to the revenue from the Refresh Laser Clinic network which was acquired in October 2018 and later renamed as Accrelist Medical Aesthetics (“A.M Aesthetics”).

The Group’s gross profit increased by S$11.1 million or 236% from S$4.7 million for FY2018 to S$15.8 million for FY2019.

06


Financial and Operations Review

valuation of HFPL properties obtained through Jubilee’s acquisition of HFPL.

Total current assets increased by 9% from S$59.9 million as at 31 March 2018 to S$65.4 million as at 31 March 2019. The increase of S$5.5 million was mainly attributable to the increase in inventories of S$5.4 million, increase in trade and other receivables of S$3.1 million, and increase in other assets of S$1.1 million. The increase in inventories as well as trade and other receivables was in line with the increase in cost of sales and sales respectively. As for the increase in other assets, such was due to Jubilee’s acquisition of HFPL. These increases were partially offset by the decrease in cash and cash equivalents of S$3.9 million.

Total current liabilities increased by 35% from S$35.7 million as at 31 March 2018 to S$48.1 million as at 31 March 2019. The decrease in trade and other payables is due to repayment to suppliers and is in line with the decrease in cash and cash equivalents. Other financial liabilities increased due to the loans from Jubilee’s acquisition of HFPL and increased loan facilities from a bank. Convertible loan stood at S$1.2 million as at 31 March 2019 as compared to nil as at 31 March 2018 due to its reclassification from non-current to current given the repayment timeline.

Total non-current liabilities decreased by 39% from S$5.1 million as at 31 March 2018 to S$3.1 million as at 31 March 2019. The decrease was mainly due to the reclassification of the convertible loan from non-current to current given the repayment timeline. The Group’s working capital was S$17.3 million as at 31 March 2019 as compared to S$24.3 million as at 31 March 2018. The

decrease was mainly due to the higher amount of other financial liabilities arising from increased banking facilities.

As a result of the above, the Group’s net assets increased by S$6.7 million from S$49.0 million as at 31 March 2018 to S$55.7 million as at 31 March 2019.

Cash Flow Statement

Net cash flow used in operating activities for FY2019 was S$10.1 million, comprising operating profit before working capital changes of S$3.0 million and cash used in operations of S$13.1 million. The working capital outflow was mainly due to the increase in inventories of S$3.9 million, increase in trade and other receivables of S$0.5 million, increase in other assets of S$0.4 million, and decrease in trade and other payables of S$8.3 million.

Net cash used in investing activities for FY2019 of S$4.5 million was mainly due to the acquisition of HFPL by Jubilee, which brought about additions to property, plant and equipment, as well as the acquisition of the Accrelist Medical Aesthetics group of companies that resulted in an increase in intangible assets.

Net cash provided by financing activities of S$10.6 million was mainly due to the increase in bank facilities.

As a result of the above, the Group’s cash and cash equivalents decreased by S$3.9 million from S$11.6 million as at 31 March 2018 to S$7.7 million as at 31 March 2019.

07


-----------------------------------------------------------------------------Served on the following Board Committee:• Member – Nominating Committee

Present Directorships in other listed companiesJubilee Industries Holdings Ltd. (Listed on SGX, Singapore) EG Industries Berhad (Listed on Bursa Malaysia, Malaysia)

Present Principal Commitments Executive Chairman and Managing Director – Accrelist Ltd.Non-Executive Chairman – Jubilee Industries Holdings Ltd.

Directorships in other listed companies held over the preceding three yearsNil-----------------------------------------------------------------------------Background and experience:Mr Terence Tea Yeok Kian is responsible for the overall growth of the Group. His main role in the Group is to determine the strategic direction of the Group, acquiring and nurturing new businesses with a view to taking them to greater heights.

Mr Tea has successfully advised and steered 65.82%-owned subsidiary Jubilee Industries Holdings Ltd. to two consecutive years of profitability, of which FY2019 saw profits surged from $0.9 million to $2.9 million.

Accrelist’s acquisition of the Refresh Laser Clinic chain of medical aesthetics outlets has borne fruit. Renamed A.M Aesthetics,

the number of clinics has expanded from four to five outlets in Singapore while a few more new outlets in Singapore and Malaysia are in the pipeline. In FY2019, the medical aesthetics chain managed to chalk up an impressive profit before tax of more than $1 million.

Apart from medical aesthetics, Mr Tea continues to see the potential in the digital economy whereby technology features prominently. The Group has ventured into facial recognition verification services to tap on the growing demand.

In the earlier days, and perhaps most importantly, after he had acquired the once-troubled Group, Mr Tea rescued the Group from the brink of liquidation by raising S$7.5 million that helped fend off creditor banks.

In 2004, Mr Tea led the listing of a PCB testing company on the former SES-SESDAQ. In a mere three years, he successfully raised the company to transfer its listing to the mainboard. His ability to turnaround loss-making companies is evident in the manner that Accrelist Ltd. achieved profit position in FY2018 and FY2019. Mr Tea is an honorary patron of the Singapore Productivity Association and Sembawang Citizen’s Consultative Committee, a council member of the Singapore Hokkien Huay Kuan and Chairman of Eng Yong Tong Tay Si Association. He was awarded the Public Service Medal (PBM) by the President of the Republic of Singapore, as well as the Long Service Award (MOE) by Singapore’s Ministry of Education. He was also the Singapore Small Medium Business Association TOP Entrepreneur of 2015.

MR TERENCE TEA YEOK KIAN, 51Executive Chairman and Managing Director

Academic and professional qualifications: Ph.D. in Business Administration (Honorary) from Honolulu UniversityDiploma in Electronics and Electrical Engineering from Singapore Polytechnic

Date of first appointment as director: 11 March 2013Date of last re-election as director: 25 July 2013Length of service: 6 years (as at 31 March 2019)

----------------------------------------------------------------------------Served on the following Board Committees:• Chairman – Nominating Committee • Chairman – Remuneration Committee• Member – Audit Committee

Present Directorships in other listed companiesNil

Present Principal Commitments Director – WNLEX LLC

Directorships in other listed companies held over the preceding three yearsDirector - C&G Environmental Protection Holdings Limited

----------------------------------------------------------------------------Background and experience:Mr Ng Li Yong is a lawyer with more than 15 years of experience and is currently a Director of WNLEX LLC, a full-service law firm. His area of practice includes corporate, commercial and intellectual property. Mr Ng sits on the board of various private companies.

MR NG LI YONG, 47Lead Independent Director

Academic and professional qualifications: Postgraduate Diploma in Singapore Law from National University of SingaporeBachelor of Law from the University of KentMember of Law Society of SingaporeMember of Singapore Academy of Law

Date of first appointment as director: 11 June 2013Date of last re-election as director: 26 July 2018Length of service: 5 years 9 months (as at 31 March 2019)

Board of Directors

08


----------------------------------------------------------------------------Served on the following Board Committees:• Member – Audit Committee• Member – Remuneration Committee

Present Directorships in other listed companiesNil

Present Principal CommitmentsManaging Director – Yunnan Tongde Industry Group Co., Ltd

Directorships in other listed companies held over the preceding three yearsNil

----------------------------------------------------------------------------Background and experience:Mr Liu Song is currently the General Manager of Yunnan Tongde Industry Group Co., Ltd., a company that is based in the People’s Republic of China. Yunnan Tongde Industry Group Co., Ltd., is a diversified operating company that is engaged in real estate development, mining, financial business, non-ferrous metals smelting and processing, domestic and international trade, and the health care business. Mr Liu has 10 years of experience in running the various businesses and specialises in real estate development.

MR LIU SONG, 33Non-Independent Non-Executive Director

Academic and professional qualifications: Bachelor of Business, University of Bridgeport, USA

Date of first appointment as director: 8 September 2017Date of last re-election as director: 26 July 2018Length of service: 1 year 6 months (as at 31 March 2019)

MR LIM YEOW HUA, 57 Independent and Non-Executive Director

Academic and professional qualifications: Master of Business Administration, National University of SingaporeBachelor of Accountancy, National University of SingaporeFellow Member of Institute of Singapore Chartered AccountantsAccredited Tax Advisor of Singapore Institute of Accredited Tax ProfessionalsMember of Singapore Institute of Directors

Date of first appointment as director: 11 October 2017Date of last re-election as director: 26 July 2018Length of service: 1 year 5 months (as at 31 March 2019)

----------------------------------------------------------------------------Served on the following Board Committees:• Chairman – Audit Committee • Member – Nominating Committee• Member – Remuneration Committee

Present Directorships in other listed companiesDirector – KSH Holdings LimitedDirector – KTL Global LimitedDirector – Oxley Holdings Limited

Present Principal CommitmentsNil

Directorships in other listed companies held over the preceding three yearsDirector – Advanced Integrated Manufacturing LimitedDirector – China Minzhong Food Corporation LimitedDirector – Eratat Lifestyle LimitedDirector – Ying Li International Real Estate Limited

----------------------------------------------------------------------------Background and experience:Mr Lim Yeow Hua is a chartered accountant and accredited tax advisor (income tax & GST) with more than 28 years of experience in taxation, financial services and business advisory. Mr Lim sits on the boards of various listed companies in Singapore.

Board of Directors

09


MR LOH ENG LOCK KELVIN Chief Financial Officer, Accrelist Ltd.Mr Loh is the Chief Financial Officer (“CFO”) of the Company and is overall responsible for the finance department of the Group. He is also responsible for management reporting and oversees the financial and internal controls of the Group.

Mr Loh joined the Company, previously known as WesTech Group, in November 2008 as the Finance Manager and assisted the then CFO in the overall direction and control of the Group, including the financial and management of accounts, legal matters, credit control, internal and external auditing and financial planning and analysis. He was then promoted to Vice President of Finance on 2011 and subsequently to CFO on 2013 to oversee the Group’s finance department. In October 2014, Mr Loh was appointed as CFO to Jubilee Industries Holdings Ltd. (“Jubilee”), a subsidiary listed company of Accrelist Ltd. Following the Company and Group’s new plans for expansion and expertise required in November 2016, he was transferred back to Accrelist Ltd.

Mr Loh has more than 10 years of experience in audit and accounting and holds a Bachelor of Business (Accounting) from the Queensland University of Technology and is a member of CPA Australia.

MR ELSON LEE BEE SENGChief Executive Officer, Accrelist Medical Aesthetics Group of CompaniesMr Lee joined Accrelist Ltd. in October 2018 as the Chief Executive Officer of Accrelist Medical Aesthetics Pte. Ltd. (“A.M Aesthetics”), a wholly-owned subsidiary corporation of the Group. He maps the strategic direction and oversees the entire operations of the A.M Aesthetics chain of clinics.

Mr Lee has more than 16 years of experience in managing retail service businesses. He founded Refresh Group Pte. Ltd. in 2003 and acquired a chain of Traditional Chinese Medicine (TCM) Clinics from NTUC Healthcare in 2011. Mr Lee subsequently set up the medical aesthetic business in 2013 and this aspect of the business was acquired by Accrelist Ltd. in October 2018.

Mr Lee graduated in 1999 with an honours degree in economics from the National University of Singapore (NUS) and started his career as a senior officer in a Singapore Statutory Board in 2000.

MS HAN XIAO FANGVice President, Accrelist A.I. Tech Pte. Ltd.Ms Han joined Accrelist A.I. Tech Pte. Ltd. (“AAI”) (previously known as WE9 Pay Pte. Ltd.), a wholly-owned subsidiary corporation of the Group, in March 2018. She is responsible

for implementing strategic goals for AAI and providing the direction and leadership to achieve them.

Ms Han has more than 13 years of business management experience. In 2005, she was engaged in the deve lopment o f e-government projects. During this time, she was appointed as a senior engineer involved in project management where she focused on integration of hardware and software for mobile payment, artificial intelligence，WeChat ecosystem technology research and development，as well as the establishment of a retail chain ecosystem.

Ms Han holds a Master of Business Administration from Northeastern University of China and is the Vice President of YingKou E-commerce Association.

MS SNG EE LIANGroup Financial Controller, Jubilee Industries Holdings Ltd. Ms Sng is Jubilee’s Group Financial Controller and heads the finance department for the daily finance functions of the Group. Ms Sng is a senior executive with more than 17 years of work experience in finance, public accounting, administration and costing in electronics contract manufacturing and wholesale electronics distribution industries. She held the position of Group Finance Manager of the Plexus Group and was a Senior Corporate Finance Controller with ACT Manufacturing Inc, a company then listed on NASDAQ.

Ms Sng holds a Bachelor of Accountancy from Bentley College, USA and LLB from University of London.

MR LEE SANG SUPSenior Vice President (EBU),Jubilee Industries Holdings Ltd.Mr Lee joined Jubilee as Senior Vice President of WE Components Pte. Ltd. on 1 March 2018. He heads the Electronics Business Unit (“EBU”) and is responsible for business operations as well as sales and marketing activities of the unit. Mr Lee has more than 20 years of experience in the semiconductor industry in Asia holding key positions in sales and marketing roles with organisations such as SK Hynix, a global leader in the semiconductor industry.

Mr Lee holds a Bachelor’s degree in International Economics Law & English for Hankuk University of Foreign Studies, South Korea.

MR KIM JIN GEON, REXVice President (EBU), Sales & Marketing,Jubilee Industries Holdings Ltd.Mr Kim is the Vice President of Sales & Marketing helming the team at WE Components Pte. Ltd. (“WEC”). Mr

Kim joined WEC in January 2016 as a Product Manager and was promoted to Vice President of Sales and Marketing in November 2017. He is responsible for the full spectrum of sales and marketing, managing our sales offices locally as well as overseas.

Mr Kim holds a Bachelor’s degree in Business Administration from Kyongju University, South Korea.

MR QUEK SER CHEW, RANDALL Vice President (EBU), Products & Operations,Jubilee Industries Holdings Ltd.Mr Quek was appointed as Vice President of Products and Operations in November 2017.

Mr Quek began his career as a Field Application Engineer in a semiconductor distribution company. He has served in a wide variety of positions with leading semiconductor organisations over the past 20 years, including Samsung.

Mr Quek holds a Bachelor’s degree in Electrical & Electronic Engineering from Nanyang Technological University, Singapore.

MS SERENE TEA LAY SINSenior Vice President (MBU), Jubilee Industries Holdings Ltd.Ms Tea began her career at a family-run corporation engaged in the operation of special vehicles that focus on niche delivery services for key blue-chip customers such as Singapore Technologies. She rose through the ranks to become the Director of Sales and Operations.

Ms Tea joined Accrelist Ltd. in October 2013 as the Head of Human Resources. Through her capability and versatility, she was seconded to Jubilee to run the Malaysian operations of a subsidiary corporation, WE Total Engineering Sdn. Bhd. She was instrumental in engineering the turnaround of the subsidiary corporation.

MS NATASHA NADIA TEH Vice President (MBU), Business Development & Project Management, Jubilee Industries Holdings Ltd.Ms Teh joined Jubilee as a Business Development Director with WE Total Engineering Sdn. Bhd. in August 2017.

Ms Teh is responsible for implementing strategic directions for Jubilee’s business development and the expansion of the Mechanical Business Unit (“MBU”). Ms Teh has more than 13 years of business experience in the plastic moulding industry, including eight years in senior management positions with various companies.

Ms Teh holds a Bachelor’s degree in Business Administration from RMIT University, Australia.

Corporate Management

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FY2018

- Terence Tea identified new area of growth for Accrelist - Fintech- Jubilee made a turnaround in FY2018 with a net profit of $0.9 million- WE9Pay obtained Remittance Licence from the Monetary Authority of Singapore- WE9Pay launched its own mobile payment services on WeChat Pay platform- WE Crowdfunding announced plans to acquire Refresh Laser Clinics as the Group ventures into medical aesthetics

FY2019

- Accrelist sustained turnaround with net profit position of $0.9 million- 65.82%-owned subsidiary Jubilee tripled net profit to $2.9 million- Renamed Refresh Laser Clinic to Accrelist Medical Aesthetics (A.M Aesthetics) in a

rebranding exercise- A.M Aesthetics recorded profit before tax of more than $1 million; opens fifth outlet at

Clementi Mall (Singapore)- To widen Fintech scope, WE9Pay renamed A.I. Tech Pte Ltd to include artificial

intelligence solutions and facial recognition verification services

Milestones

FY2016 - Accrelist provided an aggregate of US$16 million in convertible loan and direct loan

to Jubilee to fund its acquisition of WE Components Pte. Ltd. and for working capital needs

FY2017

- Completed the conversion of the US$16 million loan into shares of Jubilee and consequently increased its stake in Jubilee

11


Corporate DirectorySINGAPOREAccrelist Ltd. (Head Office)WE Resources Pte. Ltd.WE Systems Pte. Ltd.WE Dragon Resources Pte. Ltd.Accrelist A.I. Tech Pte. Ltd.Accrelist Crowdfunding Pte. Ltd.Jubilee Industries Holdings Ltd. Jubilee Industries (S) Pte. Ltd.J Capital Pte. Ltd.E’mold Holding Pte. Ltd.WE Components Pte. Ltd.WE Microelectronics Pte. Ltd.10 Ubi Crescent #03-94/95/96Ubi Techpark Lobby E Singapore 408564Tel: (65) 6311 2900Fax: (65) 65 6311 2905Email: [email protected]

Accrelist Medical Aesthetics (BM) Pte Ltd311 New Upper Changi Road #B1-18, Bedok MallSingapore 467360Tel: (65) 6844 9768Fax: (65) 6311 2905

Accrelist Medical Aesthetics (LOT1) Pte Ltd21 Choa Chu Kang Avenue 4 #02-26 Lot One Shoppers’ Mall, Singapore 689812Tel: (65) 6219 9819Fax: (65) 6311 2905

Accrelist Medical Aesthetics (TPY) Pte LtdBlock 500, Lorong 6 Toa Payoh #B1-30 HDB HUBSingapore, 310500Tel: (65) 6259 2860Fax: (65) 6311 2905

Accrelist Medical Aesthetics (SPC) Pte Ltd10 Eunos Road 8 #B1-133, Singapore Post Centre, Singapore 408600Tel: (65) 6741 1038Fax: (65) 6311 2905

Accrelist Medical Aesthetics (CM) Pte Ltd3155 Commonwealth Avenue West #04-50, The Clementi Mall, Singapore 129588Tel: (65) 6908 1917Fax: (65) 6311 2905

Honfoong Plastic Industries Pte Ltd10 Ubi Crescent #03-94/95/96Ubi Techpark Lobby ESingapore 408564Tel: (65) 6311 2900Fax: (65) 6311 2905

MALAYSIAJOHORWE Total Engineering Sdn. Bhd.No. 10, Jalan Istimewa 7Taman Perindustrian Cemerlang81800 Ulu Tiram, Johor, MalaysiaTel: (607) 861 3870Fax: (607) 863 2750

PENANGWE Components (Penang) Sdn. Bhd.62-1 Persiaran Bayan Indah Bayan BaySungai Nibong Penang 11900Tel: (604) 646 9888Fax: (604) 646 9298

WE Resources Sdn. Bhd.62-1 Persiaran Bayan Indah Bayan Bay,Sg. Nibong Penang 11900Tel: (604) 646 9888Fax: (604) 646 9298

Accrelist Medical Aesthetics (Penang) Sdn Bhd 88-N, Jalan Masjid Negeri, 11600 Greenlane, Penang. Tel: (604) 658 8555

KUALA LUMPURAccrelist Aesthetics (KL) Sdn Bhd NO 156, Jalan Maarof , Bangsar,59000 Kuala Lumpur Tel: (603) 2202 1156

PEOPLE’S REPUBLIC OF CHINASHANGHAIWE Components (Shanghai) Co. Ltd.Room 106 B, The Market Business Building, Yang Gao North Road No. 2001Waigaoqiao Free Trade ZoneShanghai, China, PRC 200131Tel: (86) 7558 299 5835Fax: (86) 7558 299 7055Email: [email protected]

SHENZHENWE Components (Shenzhen) Co. Ltd.Room 1001A/10F, Desay BuildingSouth No 1 Road, High-Tech Industrial parkNanshan District, ShenzhenChina, P.R.C.518057Tel: (86) 7558 299 5835Fax: (86) 7558 299 7055Email: [email protected]

WE Components (Hong Kong) Limited Room 1001A/10F, Desay BuildingSouth No 1 Road, High-Tech Industrial parkNanshan District, ShenzhenChina, P.R.C.518057Tel: (86) 7558 299 5835Fax: (86) 7558 299 7055Email: [email protected]

SHENZHENKin Wai Technology Ltd.Room 1001A/10F, Desay BuildingSouth No 1 Road, High-Tech Industrial parkNanshan District, ShenzhenChina, P.R.C.518057Tel: (86) 7558 304 8857Fax:(86) 7558 304 8854

WUHANWE Components (Shenzhen) Co. Ltd.威新电子（深圳）有限公司A2102#, Optics Valley Shidai Plaza111# Guan Shan Da Dao Road, Hong Shan Zone, WuHan, China P.R.C.430074 Tel: (86) 0278 7322 753Fax: (86) 0278 7584 700Email: [email protected]

INDIABANGALOREWE Components India Pvt. Ltd.No. 20, Lakshmi, 2nd Floor,Shankarmutt Road, Shankarpuram,Basavanagudi,Bangalore – 560004Contact : 080 2667 7767Email:: [email protected]

DELHIWE Components India Pvt. Ltd.C-134 Ground Floor Sector-19, Noida – 201301, U.P India Tel: (91) 120 427 0600/02 Fax: (91) 120 427 0605 Enquiry: [email protected]

INDONESIAWE Components Pte. Ltd.Komplek Cengkareng Elok Blok D/15C Cengkareng Timur Jakarta 11730, Indonesia Tel: (62) 21 4653 7900 Enquiry: [email protected]

PT. Honfoong Plastic IndustriesJalan Gaharu Lot 232, 233 & 247 Batamindo Industrial Park,Mukakuning, 29433 Batam,IndonesiaTel: (62) 77 611448Fax:(62) 77 611260

CAMBODIAW.E. Resources (Cambodia) Co., Ltd.Level 6, Phnom Penh Tower445, Monivong Boulevard, Phum 1Boeng Prolit, Prampi MakaraPhnom Penh 12258 Cambodia

THAILANDWE Components Co. Ltd 19/1-2, FL 2nd A,B Wangdek Bld 2. Viphavadee-Rangsit Rd, Jomphol Jatujak, Bangkok 10900, Thailand Tel: (662) 617 4267-70 Fax: (662) 617 4271 Enquiry: [email protected]

VIETNAMWE Components Pte. Ltd.Room 1606, Floor 16, Daeha Building, 360 Kim Ma,Ba Dinh, Hanoi, VietnamTel: + 84 989 589 222

12

13

Annual Report 2019ACCRELIST LTD.

Corporate Governance Report

The Board of Directors (the “Board” or “Directors”) of Accrelist Ltd. (the “Company” and together with its subsidiaries, the “Group”) are committed to maintaining a high standard of corporate governance to protect the interests of all shareholders, employees and customers, and to promote investors’ confidence. This report sets out the Group’s corporate governance practices (“Report”).

On 6 August 2018, the Monetary Authority of Singapore (“MAS”) issued a revised Code of Corporate Governance 2018 (“2018 Code”) and accompanying practice guidance. The 2018 Code supersedes and replaces the Code of Corporate Governance 2012 (“2012 Code”).

The Board has confirmed that, for the financial year ended 31 March 2019 (“FY2019”), the Company has largely complied with the spirit and intent of the 2018 Code in accordance with the Amended Rule 710 of the Listing Manual Section B: Rules of Catalist (the “Catalist Rules”). Where there are deviations from the Code, appropriate rationale is provided.

The Company will continue to enhance its corporate governance practices in line with the conduct and growth of its business and to review such practices from time to time, to ensure compliance with the Catalist Rules of the Singapore Exchange Securities Trading Limited (“SGX-ST”).

BOARD MATTERS

THE BOARD’S CONDUCT OF AFFAIRS

Principle 1: The Company is headed by an effective Board which is collectively responsible and works with Management for the long-term success of the Company

The primary function of the Board is to protect and enhance long-term value and returns for its Shareholders. The Board has put in place a code of conduct and ethics, appropriate tone-from-the top and desired organisational culture, and ensures proper accountability within the Group. Besides carrying out its statutory responsibilities, the Board oversees the formulation of the Group’s long-term strategic objectives and directions, reviews and approves the Group’s annual business and strategic plans and monitors the achievement of the Group’s corporate objectives. It also oversees the Management’s business affairs and conducts periodic reviews of the Group’s financial performance. Where the Director faces a conflict of interest, he would recuse himself from discussion and decision involving the issues of conflict.

In addition to statutory duties and responsibilities, the Board’s principal functions include the following:

1. Reviewing and approving the Group’s strategic plans, key operational initiatives, major investments, divestments and funding requirements;

2. Reviewing and approving the annual budget, reviewing the performance of the business and approving the release of the financial results of the Group to Shareholders;

3. Providing guidance in the overall management of the business and affairs of the Group;

4. Overseeing the processes for risk management, financial reporting and compliance;

5. Reviewing and approving major transactions including investments, divestments, acquisitions and capital expenditure;

6. Reviewing and approving corporate and/or financial restructuring and share issuance; and

7. Assuming responsibility for the corporate governance of the Group.

To assist in the execution of its responsibilities, the Board has established an Audit Committee (“AC”), Nominating Committee (“NC”) and Remuneration Committee (“RC”) (collectively “Board Committees”). Each Board Committee has its own defined terms of reference and operating procedures, which are reviewed on a regular basis by the Board. The effectiveness of each Board Committee is also constantly reviewed by the Board. The Board accepts that while the Board Committees have the authority to examine particular issues and will report back to the Board with their decisions and/or recommendations, the ultimate responsibility on all matters lies with the Board. In particular, the NC reviews the effectiveness of the Board, AC, and RC, as well as each individual Director annually, while the Board reviews the effectiveness of the NC annually.

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The Board meets on a regular basis or when necessary to address any specific matter. The Company’s Constitution provides for the meetings to be convened via teleconferencing or videoconferencing. Where a decision has to be made before a Board meeting or Board Committees’ meeting is convened, directors’ resolutions in writing are circulated in accordance with the Constitution of the Company and the Directors are also provided with all relevant information and documents to allow them to make informed decisions.

The Board has put in place internal guidelines for matters reserved for the Board’s approval. Specifically, matters and transactions that require the Board’s approval include, among others, the following:

• releaseofthehalfyearandfullyearresultsannouncements;

• annualreportandfinancialstatements;

• annualbudgetsandfinancialplansoftheCompany;

• business,strategyandcapitalexpenditurebudgets;

• conveningofshareholders’meetings,circularstoshareholdersandrelatedannouncementstobesubmittedtotheSGX-ST;

• overallcorporatestrategyandchangestothecorporatestructure;

• acquisitions,investmentsanddisposalsofassetsexceedingacertainthreshold;

• shareissuances;

• recommendation/declarationofdividends;

• appointmentofDirectorsandkeymanagementpersonnel,CompanySecretaryoftheCompanyandtermsofreferencefor the Board Committees;

• reviewofDirectorsandkeymanagementpersonnel’sperformanceandremunerationpackages;

• interestedpersontransactions;

• materialregulatorymattersorlitigation;and

• compliancemattersassociatedwiththeCatalistRules,SecuritiesandFuturesActorotherrelevantlawsandregulations.

ThenumberofBoard,BoardCommitteemeetingsandall generalmeetingsheldduringFY2019and theattendanceof eachDirector, where relevant, are as follows:

Board AC RC NC AGM EGM

No. of meetings held 4 4 4 4 1 1

Name of Director

MrTerenceTeaYeokKian 4 NA NA 4 1 0

MrNgLiYong 4 4 4 4 1 1

MrLimYeowHua@LimYouQin 4 4 4 4 1 1

Mr Liu Song (1) 0 0 0 NA 0 0

NA: Not Applicable Note:

(1) Mr. Liu Song has been kept updated with the Company’s business operations via minutes or emails.

A formal letter setting out the director’s duties and obligations will be issued to newly appointed directors upon their appointment.

All newly appointed Directors are given briefings by the Management on the history, business operations and corporate governance practices of the Group. Newly appointed Directors also attend courses, seminars and trainings which may have a bearing on their duties and contributions to the Board, organised by the professional bodies, regulatory institutions, to keep themselves updated on the latest developments concerning the Group. Directors who have no prior experience as a


15



director of a listed company will be provided training in areas such as accounting, legal and industry-specific knowledge as may be appropriate. To keep pace with regulatory changes, the Directors attend sponsored seminars conducted by external professionals, including any changes in legislation and financial reporting standards, government policies, and regulations and guidelinesfromSGX-STthataffecttheCompanyand/orthedirectorsindischargingtheirduties.TheDirectorsareinformedofdevelopments relevant to the Group, including changes in laws, regulations and risks that may impact the Group. Directors can apply to the Company for funding for any such courses, conferences and seminars that they wish to attend. The Board is provided with complete and adequate information on a timely basis prior to Board meetings. The Management circulates copies of the Board meeting minutes to all members of the Board to keep them informed of on-going developments within the Group. Board papers are generally sent to Directors before each meeting and would include financial management reports, reports on performance of the Group against the budget with notes on any significant variances, papers pertaining to matters requiring the Board’s decision, updates on key outstanding issues, strategic plans and developments in the Group.

The Board has separate and independent access to the Management and the Company Secretary at all times. Should the Directors, whether as a group or individually, require independent professional advice, such professionals (who will be selected with the concurrence of the Chairman or the Chairman of the Board Committee requiring such advice) will be appointed at the Company’s expense.

The Company Secretary attends all Board meetings and is responsible for ensuring that Board procedures are followed. The Company Secretary assists senior management in ensuring that the Company complies with rules and regulations which are applicable to the Company. The appointment and removal of the Company Secretary is decided by the Board as a whole.

BOARD COMPOSITION AND GUIDANCE

Principle 2: The Board has an appropriate level of independence and diversity of thought and background in its composition to enable it to make decisions in the best interest of the Company.

The Board comprises one (1) Executive Director, two (2) Independent and Non-Executive Directors and one (1) Non-Independent and Non-Executive Director, who as a group, provides core competencies and diversity of experience which enable them to effectively contribute to the Company. Pursuant to Provision 2.2 of the Code, independent directors make up a majority of the Board where the Chairman is not independent and the current number of Independent Directors constituting at least half of the Board. Notwithstanding this, the Board may appoint one Independent and Non-Executive Director in the interest of embracing recommended best practices.

As at the date of this Report, the Board of Directors comprises the following members:

Name of Directors Designation AC RC NC

TerenceTeaYeokKian Executive Chairman and Managing Director

– – Member

NgLiYong Lead Independent Director Member Chairman Chairman

LimYeowHua@LimYouQin Independent and Non-Executive Director

Chairman Member Member

Liu Song Non-Independent and Non-Executive Director

Member Member –

The Board is supported by the Board Committees, namely, the NC, the AC and the RC, whose functions are described below. The Board is able to exercise objective judgement independently from the Management and no individual or small group of individuals dominate the decisions of the Board.

On an annual basis or upon notification by an Independent Director of a change in circumstances, the NC will review the independence of each Independent Director based on the criteria for independence defined in the Code and recommend to the Board as to whether the Director is to be considered independent.

The Independent Directors have confirmed that they do not have any relationship with the Company or its related companies, its 10% Shareholders, its substantial shareholders or its officers that could interfere, or be reasonably perceived to interfere, with the exercise of the Directors’ independent business judgement with a view to the best interests of the Company. Currently, there is no Director who has served on the Board beyond nine (9) years from the date of appointment.

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The Non-Executive Directors contribute to the Board by monitoring and reviewing Management’s performance against goals and objectives. Their views and opinions provide different perspectives to the Group’s business. While challenging Management’s proposals or decisions, they bring independent judgement to bear on business activities and transactions, involving conflicts of interest and other complexities. The Non-Executive Directors will meet to discuss on specific matter without the presence of Management. To ensure that Non-Executive Directors are well supported by accurate, complete and timely information, Non-Executive Directors have unrestricted access to Management.

The Board constantly examines its size and, with a view to determining the impact of the number upon effectiveness, decides what is considered an appropriate size for the Board, which facilitates effective decision-making. The Board is of the opinion that, given the scope and nature of the Group’s operations, the present size of the Board, is appropriate for effective decision making. The Board noted that gender diversity on the Board of Directors is also one of the recommendations under the Code to provide an appropriate balance and diversity. Although there is currently no female Director appointed to the Board, the Board does not rule out the possibility of appointing a female Director if a suitable candidate is nominated for the Board’s consideration.

The NC is of the view that the Board comprises persons who, as a group, provide the necessary core competencies and includes experienced professionals with legal, accounting, business and management experience.

Information on the Board members is provided under the section “Board of Directors” in the Annual Report.

CHAIRMAN AND CHIEF EXECUTIVE OFFICER/MANAGING DIRECTOR

Principle 3: There is a clear division of responsibilities between the leadership of the Board and Management, and no one individual has unfettered powers of decision-making.

MrTerenceTeaYeokKian is theExecutiveChairmanandManagingDirectorof theCompany.AstheExecutiveChairman,MrTerenceTeaYeokKian:

– leads the Board to ensure its effectiveness on all aspects of its role;

– sets the agenda and ensure that adequate time is available for discussion of all agenda items, in particular strategic issues;

– promotes a culture of openness and debate at the Board;

– ensures effective communication with Shareholders;

– ensures constructive relations within the Board and between the Board and Management; and

– facilitates the effective contribution of Non-Executive Directors in particular.

As a Managing Director, Mr Terence Tea Yeok Kian has full responsibilities over the business directions and operationaldecisions of the Group.

Although the roles of the Chairman and Managing Director are not separated, the AC, RC and NC are chaired by an Independent Director and mostly comprise of Independent Directors. Mr Terence Tea Yeok Kian’s performance andremuneration are reviewedperiodically by theNCandRC respectively. In addition,MrNg Li Yong has been appointed asthe Lead Independent Director of the Company and is available to Shareholders should their concerns cannot be resolved through the normal channel of the Chairman or where such contact is inappropriate. As such, the Board believes that there are adequate safeguards and checks in place to ensure that the process of decision-making is independent and based on the collectivedecision-makingoftheBoardwithoutMrTerenceTeaYeokKianbeingabletoexerciseconsiderableconcentrationofpower or influence.


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BOARD MEMBERSHIP AND BOARD PERFORMANCE

Principle 4: The Board has a formal and transparent process for the appointment and re-appointment of directors, taking into account the need for progressive renewal of the Board.

Principle 5: The Board undertakes a formal annual assessment of its effectiveness as a whole, and that of each of its Board Committees and individual directors.

Nominating Committee

The Company had established a NC to make recommendations to the Board on all board appointments. The NC comprises three (3) members, majority of whom, including the Chairman, are Independent and Non-Executive Directors.

As at the date of this Report, the NC comprises:

MrNgLiYong (Chairman)MrTerenceTeaYeokKian (Member)MrLimYeowHua@LimYouQin (Member)

The Chairman of the NC is neither a substantial shareholder of the Company nor is he directly associated with the substantial shareholder of the Company.

The NC is governed by the NC’s terms of reference which describes the roles and duties of the RC.

The NC is responsible for:

1. Making recommendations to the Board on all board appointments, including the development of a set of criteria for Director’s appointments;

2. Reviewing the size of the Board with a view to determining the impact of the number upon Board’s effectiveness;

3. Ensuring that the Directors have the required expertise and adequate competencies to discharge their respective functions and to ensure that there is a balance of competencies;

4. Re-nominating Directors having regard to the Director’s contribution to the Group and his performance at Board meetings, for example, attendance, participation and critical assessment of issues deliberated upon by the Board;

5. Considering and determining on an annual basis, whether or not a Director is independent;

6. Deciding on how the Board’s performance may be evaluated and propose objective performance criteria to the Board;

7. Reviewing the training and professional development programmes for the Board and its Directors;

8. Assessing the effectiveness of the Board as a whole and the contribution by each individual Director to the effectiveness of the Board; and

9. Reviewing board succession plans for Directors and key management personnel.

The independence of each Director is reviewed annually by the NC based on the Code’s definition of what constitutes an independentdirector.Followingitsannualreview,theNChasendorsedtheindependencestatusofMrNgLiYongandMrLimYeowHua@LimYouQin.

New Directors are presently appointed by way of Board resolutions after the NC has reviewed and nominated them for appointment.

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In identifying suitable candidates, the NC mainly taps on the Directors’ personal contacts and recommendations. After shortlisting the candidates, the NC shall:

(a) Consider and interview all candidates on merit against objective criteria, taking into consideration the qualification and experience of such candidate, his/her ability to increase the effectiveness of the Board and add value to the Groups’ business in line with its strategic objectives; and

(b) Evaluate and agree on a preferred candidate for recommendation to and appointment by the Board.

The NC has assessed the current Board’s performance and is of the view that the performance of the Board as a whole has been satisfactory. Although some of the Directors have other Board representations, the NC is satisfied that these Directors are able to and have adequately carried out their duties as Directors of the Company. The NC has noted that the respective Board Committeemembershavecontributedsignificantlyintermsoftime,effortandcommitmentduringFY2019.

At present, the Board does not intend to set a maximum number of listed company board representations a Director may hold as it is of the view that the effectiveness of a Director should be evaluated by a qualitative assessment of his contributions to the Company’s affairs taking into account his other commitments including his directorships in other listed companies. The NC considers that the multiple board representations held presently by some Directors do not impede their respective performance in carrying out their duties to the Company.

The NC sets objective performance criteria for evaluating the Board’s performance annually for evaluation of the Board as a whole. The Boards’ performance is a function of the experience and expertise that each of the Directors brings with them. The NChas implementedaBoardEvaluationFormwhichconsistsofboardassessmentchecklistwhich takes intoconsiderationfactors such as the Board’s understanding of its role and responsibilities, the Board’s composition, clear goals and actions, and proceedings to assess and enhance the overall effectiveness of the Board. Board Committees’ assessment is incorporated into board assessment as a whole. All Directors will assess the effectiveness of the Board as a whole by completing a Board Evaluation Form. TheNChasdecided unanimously, that theDirectors shall not be evaluated individually, as eachmemberof the Board contributes in different areas to the success of the Company, and therefore, it would be more appropriate to assess the Board as a whole. Although the Directors are not evaluated individually, the factors taken into consideration for the re-nomination of the Directors for the current year include the contribution of such Directors to the effectiveness of the Board, the Directors’ participation and involvement in Board meetings and Board Committee meetings and the qualification and experience of such Directors. The results of the evaluation for the Board’s performance are considered by the NC, which is responsible for setting the performance criteria to assess the effectiveness of the Board, and used constructively to identify areas for improvements and recommend the necessary action to be taken by the Board.

The NC, in recommending the re-election or re-appointment of Directors, who are subject to retirement at the Annual General Meeting (“AGM”) in accordance with the Company’s Constitution or the Companies Act, Chapter 50 of Singapore (the “Companies Act”), had taken into consideration the contribution of such Directors to the effectiveness of the Board, their participation and involvement in the Board meetings and Board Committee meetings, qualification and experience as well as their directorships and major appointments in other companies.

Currently, there is no alternate director on the Board.

Each member of the NC shall abstain from making any recommendations and/or participating in any deliberation of the NC and from voting on any resolutions in respect of the assessment of his/her own performance or re-nomination as a Director.

Pursuant to the Constitution of the Company:

(a) One-third (1/3) of the Directors except the CEO and Managing Director retire from office at every AGM; and

(b) Directors appointed during the course of the year must submit themselves for re-election at the next AGM of the Company.

Mr Liu Song will retire by rotation at the forthcoming AGM according to Article 91 of the Constitution of the Company. The NC noted that Mr Liu Song will not be offering himself for re-election as a Director of the Company.

The Company will seek to appoint a new director in replacement of Mr Liu Song, after the conclusion of the forthcoming AGM.


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Details of the Directors’ academic and professional qualifications and directorships both present and those held over the preceding three years in other listed companies and other principal commitments are set out on pages 8 and 9 and below:

Name of Director Appointment Date of initial appointment/last re-election

Directorships in other listed companies

Current Past 3 Years

MrTerenceTeaYeokKian Executive Chairman and Managing Director

11 March 2013 & 1 December 2013/25

July 2013

Jubilee Industries HoldingsLtd.

EG Industries Berhad

–

MrNgLiYong Lead Independent Director

11 June 2013 & 11 October 2017/ 26

July 2018

– C&G Environmental ProtectionHoldings

Limited

MrLimYeowHua@LimYouQin Independent and Non-Executive Director

11 October 2017/ 26 July 2018

KSHHoldingsLimited

KTLGlobalLimited

OxleyHoldingsLimited

China Minzhong FoodCorporation

Limited

Eratat Lifestyle Limited

Advanced Integrated Manufacturing Corp

Ltd

YingLiInternationalReal Estate Limited

Mr Liu Song Non-Independent and Non-Executive Director

8 September 2017/ 26 July 2018

– –

REMUNERATION MATTERS

PROCEDURES FOR DEVELOPING REMUNERATION POLICIES

Principle 6: The Board has a formal and transparent procedure for developing policies on director and executive remuneration, and for fixing the remuneration packages of individual directors and key management personnel. No director is involved in deciding his or her own remuneration.

As at the date of this Report, the RC comprises three (3) members, the majority of whom, including the Chairman, are Independent and Non-Executive Directors, save for Mr Liu Song who is a Non-Independent and Non-Executive Director:

MrNgLiYong (Chairman)MrLimYeowHua@LimYouQin (Member)Mr Liu Song (Member)

The RC is governed by the RC’s terms of reference which describes the duties and powers of the RC.

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The RC is responsible for:

1. Reviewing and recommending to the Board in consultation with the Management and the Managing Director, a framework for remuneration and determine the specific remuneration packages and terms of employment for each of the Executive Director and Senior Executive/Divisional Directors of the Group including those employees related to the Executive Directors and/or Controlling Shareholders of the Group and to ensure that it is appropriate to attract, retain and motivate them to run the Group successfully. The RC may engage experts in the field of executive compensation whenever required;

2. Reviewing the fairness and reasonableness of the termination clauses of the service agreements of each Executive

Director and Senior Executive/Divisional Directors of the Group to ensure that such contracts of service contain fair and reasonable termination clauses which are not overly generous, with an aim to be fair and avoid rewarding poor performance;

3. Reviewing on a yearly basis, the remuneration packages for each Executive Director, which covers all aspects of remuneration, including but not limited to Directors’ fees, salaries, allowances, bonuses, options, share based incentives and awards, and benefits in kind;

4. Recommending the payment of fees to Non-Executive Director and to ensure, as far as is possible, that the quantum commensurate with the Non-Executive Directors’ contribution to the Board and the Company; and

5. Overseeing and administering the Accrelist Share Award Scheme.

NoremunerationconsultantswereengagedbytheCompanyinFY2019.

LEVEL AND MIX OF REMUNERATION

Principle 7: The level and structure of remuneration of the Board and key management personnel are appropriate and proportionate to the sustained performance and value creation of the Company, taking into account the strategic objectives of the Company.

In setting remuneration packages, the RC takes into account the performance of the Group as well as the Directors and key management personnel aligning their interests with those of Shareholders and linking rewards to corporate and individual performance as well as industry benchmarks. The review of remuneration packages takes into consideration the longer term interests of the Group. The review covers all aspects of remuneration including salaries, fees, allowances, bonuses, options and benefits-in-kind. The RC’s recommendations are made in consultation with the Chairman of the Board and submitted for endorsement by the entire Board. The payment of Directors’ fees is subject to the approval of Shareholders at the AGM.

TheExecutiveChairmanof theCompany,MrTerenceTeaYeokKian, has entered into a service agreement on1November2016 with the Company for an initial period of three (3) years (unless otherwise terminated by either party giving not less than six (6) months’ notice to the other). The service agreement covers the terms of employments and specifically, the salaries and bonuses. Non-Executive Directors and Independent Directors do not enter into such service agreements or contracts.

The RC recommends the compensation for Independent and Non-Executive Directors, taking into account factors such as time spent and the responsibility of the Directors, the current market circumstances, long-term interest and risk policies of the Company, and the need to attract directors of experience and standing. The Independent and Non-Executive Directors’ fee are compared against market standards to ensure that they are in line with market norms and to ensure their independence are not compromised.

The RC administers the Accrelist Share Awards Scheme (“ASAS”), which was approved and adopted pursuant to approval from Shareholders at the extraordinary general meeting held on 25 May 2010. The performance-related elements of remuneration are designed to align the interests of Directors, Management and employees with those of Shareholders and to link their rewards to corporate and individual performance. The share awards granted to the employees and Directors vest over a period of one (1) to two (2) years. The ASAS is also extended to the Group’s Independent and Non-Executive Directors so as to better align the interests of such Independent and Non-Executive Directors with the interest of Shareholders. The RC will reclaim the share awards granted to the Directors and employees who left the Company prior to the end of the vesting period of share awards.


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The purpose of the ASAS is to provide an opportunity for the Group’s Directors and employees who have met the performance targets to be remunerated not just through cash bonuses but also by an equity stake in the Company.

The Directors do not participate in any discussion concerning their own remuneration.

DISCLOSURE ON REMUNERATION

Principle 8: The Company is transparent on its remuneration policies, level and mix of remuneration, the procedures for setting remuneration, and the relationships between remuneration, performance and value creation.

The remunerationof theDirectorsand thekeymanagementpersonnel forFY2019,aredisclosedbelow.Thedisclosure is toenable Shareholders to understand the link between remuneration paid to the Directors and key management personnel and their performance.

The Company has disclosed the remuneration of the Directors and the key management personnel in the bands of S$250,000. In the view of the competitive pressures in the talent market, it would be not in the best interest of the Company to disclose the exact amount paid to the Directors and key management personnel.

Thebreakdown (in percentage terms) of eachDirector’s and keymanagement personnel’s remuneration for FY2019 are asfollows:

Remuneration for the Directors

Name Salary Bonus Fringe Benefits

Directors’ Fees

Total

% % % % %Between S$500,000 and S$750,000

MrTerenceTeaYeokKian 81 7 12 0 100

Below S$250,000

MrNgLiYong 0 0 0 100 100

Mr Liu Song 0 0 0 100 100

MrLimYeowHua@LimYouQin 0 0 0 100 100

Remuneration of the top key management personnel

Name Salary Bonus Fringe Benefits Total% % % %

Below S$250,000

MrLohEngLock,Kelvin(ChiefFinancialOfficerandJointCompanySecretary)

MsHanXiaoFang(Vice President, Accrelist A.I. Tech Pte Ltd)

83

85

5

0

12

15

100

100

The total remuneration, in aggregate, paid to the above top keymanagementpersonnel (who is notDirector) for FY2019 isapproximately S$234,000.

The Company does not have any employee who is immediate family members of a Director, the Executive Chairman and ManagingDirectororsubstantialshareholder,andwhoseremunerationforFY2019exceedsS$100,000.

For the purpose ofRule 704(10) of theCatalistRules, theCompany hereby confirms that there are nopersons occupyingmanagerial position who are related to Director, Executive Chairman and Managing Director or substantial shareholder of the Company.

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The share award given to a selected person will be determined at the discretion of the RC. The RC will take into account factors such as the selected person’s capability, scope of responsibility, skill and his vulnerability to leaving the employment of the Group. In deciding on a share award to be granted to a selected person, the RC will also consider all aspect of the compensation and/or benefits given to the selected person and such other share-based incentive schemes of the Company, if any. The RC may also approve the specific criteria and performance targets for each of its business units set by the Management, taking into account factors such as the business goals and directions of the Company and the Group for each financial year, the actual job scope and responsibilities of the selected person and the prevailing economic conditions.

During the reporting year, there was no ASAS granted to Directors, key management personnel and employees of the Group.

FurtherdetailsoftheASASaresetoutintheDirectors’Statementonpage43ofthisAnnualReport.

The remuneration package of Executive Director and the compensation structure of the key management personnel comprise a fixed salary, bonus and other benefits. The bonus component is based on the performance of the Group as a whole and their individual performance. This is designed to align remuneration with the interests of the Shareholders and link rewards to corporate and individual performance so as to promote long-term sustainability of the Group.

ACCOUNTABILITY AND AUDIT

RISK MANAGEMENT AND INTERNAL CONTROLS

Principle 9: The Board is responsible for the governance of risk and ensures that Management maintains a sound system of risk management and internal controls, to safeguard the interests of the Company and its shareholders.

In presenting the annual financial statements and announcements of financial results to Shareholders, it is the aim of the Board to provide Shareholders with a balanced and understandable assessment of the Company’s and the Group’s performance, position and prospects. The Management currently provides the Board with appropriately detailed management accounts of the Group’s performance, position and prospects on a monthly basis.

TheBoardhasreceivedassurancefromtheManagingDirectorandChiefFinancialOfficer:

(1) that the financial records for financial year ended 31 March 2019 have been properly maintained and the financial statements give a true and fair view of the Company’s operations and finances; and

(2) regarding the adequacy and effectiveness of the Company’s risk management and internal control systems.

The Board ensures that all relevant compliance and regulatory updates are highlighted from time to time to ensure adequate compliance with the regulatory requirements.

AUDIT COMMITTEE

Principle 10: The Board has an Audit Committee (“AC”) which discharges its duties objectively.

As at the date of this Report, the AC comprises three (3) members, the majority of whom, including the Chairman, are Independent and Non-Executive Directors, save for Mr Liu Song who is a Non-Independent and Non-Executive Director:

MrLimYeowHua@LimYouQin (Chairman)MrNgLiYong (Member)Mr Liu Song (Member)

The AC members collectively have many years of experience in accounting, audit, business and financial management. The Board considers that the members of the AC are appropriately qualified to discharge the responsibilities of the AC.

The AC does not comprise former partners or directors of the Company’s existing auditing firm or auditing corporation: (a) within a period of two years commencing on the date of their ceasing to be partner of the auditing firm or director of the auditing corporation; and in the case, (b) for as long as they have any financial interest in the auditing firm or auditing corporation.


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The AC has its own written terms of reference. Specifically, the AC meets on a periodic basis to perform the following functions:

1. review with the internal and external auditors, the scope, audit plans, and the results of their examinations and evaluation of the Group’s system of internal accounting controls or internal audit procedures;

2. review the adequacy of the Group’s financial and management reporting system including the effectiveness of material internal financial controls, operational and compliance controls, and risk management policies;

3. review the financial statements of the Group to ensure integrity before submission to the Board for approval and the external auditors’ report on those financial statements, if any;

4. review any related significant findings and recommendations of the internal and external auditors together with Management’s responses thereto;

5. review interested person transactions, if any, in accordance with the Catalist Rules;

6. review legal and regulatory matters that may have a material impact on the financial statements;

7. review the half-yearly and annual announcements as well as the related press releases on the results of the Group;

8. review the independence of external auditors on an annual basis;

9. review the arrangements by which staff of the Group may, in confidence raise concerns about the possible improprieties in matters of financial reporting and other matters;

10. review the assistance given by the Management to internal and external auditors;

11. generally undertake such other functions and duties as may be required by statute or the Catalist Rules (as thereafter defined), or by such amendments as may be made thereto from time to time;

12. review the key financial risk areas, with a view to providing an independent oversight on the Group’s financial reporting, the outcome of such review to be disclosed in the annual reports or, where findings are material, announced immediately viatheSGXNET;

13. ensure that the internal audit function is adequately resourcedandhasappropriate standingwithin theCompany.Forthe avoidance of doubt, the internal audit function can be either in-house, outsourced to a reputable accounting/auditing firm or performed by a major Shareholder, holding company, parent company or controlling enterprise with an internal audit staff. (The internal auditor’s primary line of reporting should be to the Chairman of the AC although he would also report administratively to the Managing Director. The internal auditor should meet or exceed the standards set by nationally or internationally recognised professional bodies including the Standards for the Professional Practice set by The Institute of Internal Auditors);

14. review the effectiveness and ensure the adequacy of the internal audit function annually; and

15. ensure that a review of the effectiveness of the Company’s internal controls, including financial, operational, compliance and information technology controls, and risk management is conducted annually.

The AC is also authorised to investigate any matter within its terms of reference and obtain independent professional advice if it deems necessary to discharge its responsibilities. Such expenses are to be borne by the Company. It has full access to and the co-operation of the Management and the full discretion to invite any Director or key management personnel to attend its meetingsaswellasreasonableresourcestoenableittodischargeitsfunctionsproperly.DuringFY2019,theAChasmetwiththe external auditors and internal auditors separately without the presence of the Management to review any area of concerns forFY2019.Ad-hocACmeetingsmaybeconductedfromtimetotimewhennecessary.

The AC is kept abreast by the Management and the external auditors of changes to accounting standards, Listing Rules of the SGX-STandotherregulationswhichcouldhaveanimpactontheGroup’sbusinessandfinancialstatements.

The AC had undertaken a review of all non-audit services provided by the external auditors, Nexia TS Public Accounting Corporation to the Group in relation to the proposed acquisitions of new investments and is satisfied that the nature and extent of such services will not prejudice the independence and objectivity of the external auditors. The Group has complied with Rules 712 and 715 of the Catalist Rules in relation to appointment of external auditors.

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The AC is also satisfied with the level of co-operation rendered by the Management to the external auditors and the adequacy of the scope and quality of their audits and had recommended to the Board the nomination of Nexia TS Public Accounting Corporation for re-appointment at the forthcoming AGM.

Theaggregateamountoffeespaidtotheexternalauditors,NexiaTSPublicAccountingCorporation,forFY2019amountedtoapproximately S$295,000 for audit services and S$33,000 for non-audit services. The significant matters considered by AC during the financial year ended 31 March 2019 are detailed below, alongside the action taken by the AC to address these matters.

Significant Matters Action

Business combination(Refer to Notes 2.12 and 31 to the financial statements)

(a) On 31 July 2018, the Group through its subsidiary corporation, Jubilee Industries Holdings Ltd, acquired70% equity interest in Honfoong Plastic IndustriesPte. Ltd. (“Honfoong”) for a total consideration ofS$3,000,000. The gain from bargain purchase arising from the acquisition amounted to S$1,124,000.

(b) On 1 October 2018, the Company acquired four aesthetic medical clinics, namely Accrelist Medical Aesthetics (BM) Pte. Ltd., Accrelist Medical Aesthetics (LOT1) Pte. Ltd., Accrelist Medical Aesthetics (SPC) Pte. Ltd. and AccrelistMedicalAesthetics(TPY)Pte.Ltd.,collectivelyknown as Aesthetics Medical Group (“AMG”) for a total consideration of S$3,250,000. The goodwill arising from the acquisitions amounted to S$5,890,000.

These business combinations are significant events during the financial year and the acquired entities represents significant new lines of business of the Group.

Moreover, significant judgement is applied in the identification of any intangible assets acquired and contingent liabilities assumed in the transaction. Significant assumptions and estimates are also used in the determination of the fair values of the identified assets acquired and liabilities assumed in the transaction.

Therefore, we considered these as key audit matters.

The AC considered the approach and methodology used in performing the purchase price allocation (“PPA”) in connection with acquisition of 70% equity interest in Honfoong, and this was conducted by BDO LLP. The ACreviewed the reasonableness of the assumptions made in the PPA to the reasonableness of the key assumptions used in deriving the gain from bargain purchase.

The above was also an area of focus by the independent auditor. The independent auditor have included this item as a key audit matter in its audit report for the financial year ended 31 March 2019, as referred to page 47 of this Annual Report.

The AC considered the approach and methodology used in performing the purchase price allocation (“PPA”) in connection with acquisition of the 4 medical aesthetic clinics, and thiswas conductedbyFSCBusinessAdvisoryPte Ltd. The AC reviewed the reasonableness of the assumptions made in the PPA to the reasonableness of the key assumptions used in deriving the provisional goodwill.

The above was also an area of focus by the independent auditor. The external auditors have included this item as a key audit matter in its audit report for the financial year ended 31 March 2019, as referred to page 47 of this Annual Report.


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Significant Matters Action

Revenue recognition(Refer to Notes 2.4 and 6 to the financial statements)

The Group’s revenue is primarily generated from:

(i) sale of electronic components and provision of precision plastic injection moulding services which is recognised when the Group satisfied its performance obligation by transferring the control of the promised goods to the customers, which is when the goods are delivered to the destination specified by the customers, based on the incoterms specified in the contract; and

(ii) provision of design, fabrication and sale of precision plastic injection moulds where the Group is restricted contractually from directing the moulds for another use as they are being produced and the Group has enforceable right to payment for performance completed to-date. Revenue is recognised over time based on percentage of completion which is measured by reference to the stages of mould manufacturing process completed to-date.

During the financial year ended 31 March 2019, the Group recognised revenue of S$167,111,000.

We regard revenue recognition as a key audit matter as there is a presumed fraud risk over revenue recognition and revenue is one of the key performance indicators of the Group.

Theadoptionofnewrevenuerecognitionstandard–SFRS(I)15Revenue from Contracts with Customers represents a change in accounting principles and increases the risks of material misstatements of revenue, which may result in inaccurate recognition of revenue, as well as incomplete or omission of transition disclosures on implementing the new standard.

The AC considered the approach used in determining the reliability of the key controls over revenue recognition are in place designed by the Group to prevent and detect fraud and errors in revenue recognition.

Proper revenue recognition was also an area of focus by the independent auditor. The independent auditor have included this item as a key audit matter in its audit report for the financial year ended 31 March 2019, as referred to page 48 of this Annual Report.

The AC has in place a whistle-blowing policy (the “Policy”) for the Group. The Policy is to enable persons employed by the Group a channel to report any suspicions of non-compliance with regulations, policies and fraud etc., to the appropriate authority for resolution, without any prejudicial implications for these employees. In this regard, a designated email address has been set up which is accessible only by the designated members of the AC.

The AC exercises the overseeing function over the administration of the Policy. On a case-by-case basis and upon the receipt of complaints, an email would directly send to the AC members. The AC Members would discuss the number and nature of complaints received, the results of the investigation, follow-up actions and the unresolved complaints.

The Directors recognise that they have overall responsibility to ensure proper financial reporting for the Group and effectiveness of the Group’s system of internal controls, including financial, operational, compliance and IT controls, and risk management policies and systems. The AC assists the Board in providing oversight of risk management in the Company. It is responsible for reviewing the adequacy and effectiveness of the Group’s risk management systems and internal controls, including financial, operational, compliance and IT controls and reporting to the Board annually its observations on any matters under its purview including risk management, internal controls or financial and management matters as it considers necessary and makes recommendations to the Board as it thinks fit.

The AC ensures that a review of effectiveness of the Company’s internal controls is conducted at least annually. The AC has met with the external and internal auditors without management during the year.

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The Board noted that there were lapses in internal controls and with the recommendation of the auditors to AC, the management will be taking corrective measures to improve, strengthen and refine the system of internal control and risk management.

Based on the internal audit by the internal auditors during the financial year, as well as the statutory audit by the external auditors, and the assurance from Management, the Board, with the concurrence of the AC, is of the opinion that the system of internal controls and risk management in place as at 31 March 2019 is adequate and effective to address the financial, operational, compliance and information technology risks within the current scope of the Group’s business operations. The system of internal controls and risk management established by the Group provides reasonable, but not absolute, assurance that the Group will not be adversely affected by any event that can be reasonably foreseen as it strives to achieve its business objectives. However, the Board also notes that no form of internal controls and risk management can provide absoluteassurance against the occurrence of material errors, poor judgement in decision-making, human errors, losses, fraud or other irregularities.

The Board understands that it may establish a separate board risk committee or otherwise assess appropriate means to assist it in carrying out its responsibility of overseeing the Company’s risk management framework and policies. The Company does not have a separate board risk committee and will look into the need for establishment for a separate board risk committee at a relevant time.

The Board recognises the importance of maintaining an internal audit function to maintain a sound system of internal control within the Group to safeguard Shareholders’ investments and the Company’s assets. Regular reviews of these controls are conducted by the Company’s internal and external auditors and any recommendations for improvement are reported to the AC.

The role of the internal auditor is to assist the AC in ensuring that the controls are effective and functioning as intended, to undertake investigations as directed by the AC and to conduct internal audit review of areas assessed as higher risk.

The Company outsources its internal audit functions to a Certified Public Accounting firm, Deloitte Enterprise Risk Services Sdn. Bhd. which meets the standards set by internationally recognised professional bodies including the Standards for the Professional Practice of Internal Auditing set by the Institute of Internal Auditors.

The internal auditors would carry out regular cyclical review in phases based on regional presence of the Group with specific focus on sales transactions, inventories and overall effectiveness of the internal controls and reports to the Chairman and AC.

The AC has reviewed the internal audit plan and the internal auditor’s evaluation of the system of internal controls, their audit findings and management’s processes to those findings. The AC is satisfied that the internal audit is adequately resourced and has the appropriate standing within the Group. The AC will also approve the hiring, removal, evaluation and compensation of the accounting or auditing firm or corporation which the internal audit function of the Company is outsourced to.

SHAREHOLDER RIGHTS AND ENGAGEMENT

SHAREHOLDER RIGHTS AND CONDUCT OF GENERAL MEETINGS

Principle 11: The Company treats all shareholders fairly and equitably in order to enable them to exercise shareholders’ rights and have the opportunity to communicate their views on matters affecting the Company. The Company gives shareholders a balanced and understandable assessment of its performance, position and prospects.

ENGAGEMENT WITH SHAREHOLDERS

Principle 12: The Company communicates regularly with its shareholder and facilitates the participation of shareholders during general meetings and other dialogues to allow shareholders to communicate their views on various matters affecting the Company.

The Company ensures that timely and adequate disclosure of information on matters of material impact on the Company are made to Shareholders of the Company, in compliance with the requirements set out in the Catalist Rules with particular reference to the Corporate Disclosure Policy set out therein. In this respect, the Company announces its results to Shareholders on a half yearly basis.

The Company does not practice selective disclosure. Price-sensitive information is first publicly released before the Company meets with investors or analysts.


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Information is disseminated to Shareholders on a timely basis through:

• SGXNETannouncementsandnewsrelease;and

• AnnualReportpreparedandissuedtoallShareholders.

Half year and full year results aswell asAnnualReports are announced and issuedwithin themandatory period viaSGX-ST website. All Shareholders will receive the Annual Report of the Company and Notice of AGM by post and through notice published in the newspapers within the mandatory period.

Shareholders may from time to time share with Management their views and concerns and where necessary, such input would be communicated to the Board. At the AGM, Shareholders of the Company are given the opportunity to air their views and ask the Directors or the Management questions regarding the Company.

Separate resolutions on each distinct issue are tabled at general meetings. Minutes of general meetings which include substantial and relevant comments or queries from Shareholders relating to the agenda of the meeting, and responses from the Board and Management, were prepared and will be made available to Shareholders on its corporate website via www.accrelist.com.sg.

The Company’s Constitution allows a member of the Company to appoint not more than two (2) proxies to attend and vote on behalfofthemember.Forthetimebeing,theBoardisoftheviewthatthisisadequatetoenableShareholderstoparticipateinthe general meetings of the Company and is not proposing to amend their Constitution to allow votes in absentia.

The Company is not implementing absentia voting methods such as voting via mail, facsimile or email until security integrity and other pertinent issues are satisfactory resolved.

The Board noted that with the Companies (Amendment) Act 2014, with effect from 3 January 2016, a member who is a relevant intermediary is entitled to appoint more than two (2) proxies to attend and vote at the Annual General Meeting, but each proxy must be appointed to exercise the rights attached to a different share or shares held by such member. Where such member appoints more than two (2) proxies, the number and class of shares in relation to which each proxy has been appointed shall be specified in the instrument appointing a proxy or proxies. “Relevant intermediary” has the meaning ascribed to it in Section 181 of the Companies Act, Cap. 50. At the forthcoming Annual General Meeting, a member who is a relevant intermediary is entitled to appoint more than two (2) proxies to attend and vote at the Annual General Meeting.

The Company will put all resolution to vote by poll at general meetings and the detailed results of the number of votes cast for andagainsteachresolutionandtherespectivepercentageswillbeannouncedviaSGXNET.

The Chairman of each of the Audit, Nominating and Remuneration Committees, or members of the respective Committees standing in for them, are present at each AGM, and other general meetings held by the Company, if any, to address Shareholders’ queries. Senior management is also present at general meetings to respond, if necessary, to operational questions from Shareholders that may be raised.

The attendance of Directors for the AGM held on 26 July 2018 and extraordinary general meeting held on 17 August 2018 is disclosed on page 14.

The Company does not have a policy on payment of dividend. The form, frequency and amount of dividends will depend on the Company’s earning, general financial condition, results of operations, capital requirements, cash flow, general business conditions, development plans and other factors as the Director may deem appropriate. The Board would consider a dividend policy at an appropriate time.

TheCompanyhadengagedRHTCommunicationsandInvestorRelationsPte.Ltd.(“Investor Relations”) as dedicated investor relation teams to handle investor queries and assist on all matters related to investor relations.

To enhance and encourage communication with Shareholders and investors, the Company provides the contact information of its Investor Relations in its press releases. Shareholders and investors can send their enquiries to the Company’s Investor Relations who can be reached by email or telephone.

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MANAGING STAKEHOLDERS RELATIONSHIP

ENGAGEMENT WITH STAKEHOLDERS

Principle 13: The Board adopts an inclusive approach by considering and balancing the needs and interests of material stakeholders, as part of its overall responsibility to ensure that the best interests of the Company are served.

The Company has identified stakeholder groups which have a significant influence and interest in the Company’s operations and business, and will engage these stakeholders actively to under their expectations. The key stakeholders identified are vendors, employees, investees, investors, business partners and the government and relevant regulators of countries in which the Group operates in.

In the Sustainability Report section on page 30, there are also details reported about the strategy and key areas of focus in relation to the management of stakeholders relationships during the reporting period.

The Company maintains a current corporate website at www.accrelist.com.sg to communicate and engage with stakeholders.

ADDITIONAL INFORMATION

Non-Sponsor Fees

InaccordancewithRule1204(21)of theCatalistRules, therewasnonon-sponsor feepaid to theSponsor,RHTCapitalPte.Ltd.,bytheCompanyforFY2019.

Dealings in Securities

In line with Rule 1204(19) of the Catalist Rules, the Company has in place a code of conduct on share dealings by the Directors and its employees. The Directors, the Management and employees of the Group are not permitted to deal in the Company’s shares during the period commencing one (1) month before the announcement of the Company’s half year and full year financial results and ending on the date of announcement of such financial results, or when they are in possession of unpublished price-sensitive information on the Group. In addition, the Directors, the Management and employees of the Group are discouraged from dealing in the Company’s shares on short-term considerations.

The Directors, Management and employees of the Group are expected to observe all applicable insider trading laws at all times even when dealing in securities within permitted trading period.

Interested Person Transactions

The Company has established procedures to ensure that all transactions with interested persons (“IPT”) are reported in a timely manner to the AC and transactions are conducted on arm’s length basis and are not prejudicial to the interests of Shareholders. The Board and the AC will review all interested person transactions to be entered to ensure that the relevant rules under Chapter 9 of Catalist Rules are complied with.

Pursuant to Rule 907 of the Catalist Rules, the Company had entered into an IPT greater than S$100,000 on 10 October 2017 with Mr Liu Song, Non-Independent and Non-Executive Director of the Company, for a proposed placement of S$2,000,000. This IPT is still subject to shareholder’s approval. As at the date of this Report, the Company is currently in discussion with the relevant parties to move the transaction forward.

Material Contracts

There were no material contracts of the Company or its subsidiaries involving the interests of the Managing Director, any Director or controlling shareholders either still subsisting as at 31 March 2019 or if not then subsisting, entered into since the end of the previous financial year.


29



Utilisation of Proceeds

Issue of 2,370,630,317 Renounceable Non-underwritten Rights Warrants (“FY2015 Rights Warrants”)

Thedetails of theuseofproceeds from the issueof FY2015RightsWarrants and issueof 2,370,630,317newsharesat theissue price S$0.004 per share as at the date of this Report are as follows:

Balance as at 31 March 2018

(S$ million)

Amount utilised

(S$ million)

Balance as at 31 March 2019

(S$ million)

Potential acquisition, joint ventures, and/or strategic alliances

1.00 1.00 –

Total 1.00 1.00 –

30


Sustainability Report


2019Sustainability

Report


31



BOARD STATEMENT ON SUSTAINABILITY

The Board of Directors (the “Board” or “Directors”) of Accrelist Ltd. (the “Company” or “Accrelist”, and together with its subsidiary corporations, the “Group”) are pleased to present our second sustainability report. As a Group, we place strong emphasis on long-term sustainability when considering our Group’s long term strategy, to unlock and maximise shareholders’ value.

The key milestones achieved by our Group for the reporting period of this report include, amongst others, successful expansion into the aesthetic medical services sector, by acquisition of the Refresh Laser Clinics network which have been subsequently renamed under the Accrelist Medical Aesthetics brand.

Going forward, we plan to expand further with more clinics for our medical aesthetic business segment, strengthen our Group’s other business segment in providing artificial intelligence solutions and facial recognition verification services. We will remain vigilant on costs, credit, and cash management to mitigate the challenges posed by the volatile operating environment as we pursue our expansion strategies to deliver long-term sustainable returns for shareholders.

Ourstakeholdersplayanimportantroleinourbusinessandtheyformthecoreofourbusinessphilosophy.Hence,weaimtocontinue engaging our stakeholders actively so we can be more responsive to any hurdles we might face. We strive to continue to align with our vision and mission by ensuring our employees are up to date with market knowledge and able to identify any macroeconomic trends that require immediate response. We hope, with this report, stakeholders will better understand our priorities behind each approach and gain insights to how our business decisions contribute to sustainability in the long run.

We acknowledge the importance of sustainable development and sustainability issues are part of our consideration in strategic formulation and our Board maintain its role as part of the thought process in determining the material Environmental, Social and Governance (“ESG”) factors and continues to oversee the management on the monitoring of material ESG factors.

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ABOUT SUSTAINABILITY REPORT

This report has been prepared with reference to the Global Reporting Initiative (“GRI”) Standards: Core Option and the requirements ofRules711Aand711BoftheSGX-STListingManualSectionB:RulesoftheCatalist.WehavechosenGRISustainabilityReportingStandards for its comprehensive guidelines in reporting sustainability matters, and we have applied its principles of accuracy, balance, clarity, comparability, reliability, and timeliness when preparing this report. We have not sought external assurance for this sustainability report.


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SUSTAINABILITY APPROACH

Sustainability is at the core of our business operations and processes as demonstrated in our mission and vision statements below.

Sustainability guides the way our business is conducted and we strive to keep the impact of our operations on our environment to a minimum. We seek to continually improve the economic and social well-being of our stakeholders by incorporating key sustainability issues and principles within our business operations. We will also aim to inject new perspectives in managing and overseeing our key ESG factors as we embark on our sustainability journey.

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STAKEHOLDER ENGAGEMENT

We engage our stakeholders regularly to understand their concerns and emerging priorities, so as to determine our focus areas on sustainability matters. This keeps us agile and allows us the opportunity to initiate collaboration and be part of formulating or facilitatingasolution.DuringourFY2019ResultsBriefing,weinvitedoursuppliers,bankers,mediaandresearchanalyststosharewith them our financial and operations reviews and outlook, as well as to explain the services provided by our aesthetics medical clinics and A.I. facial recognition verification services.

Stakeholders Stakeholders Engagement Stakeholders Expectations

Suppliers Enquiry and feedback channel Minimise downtime of technological and structural support

Customers Frontlineinteractionattheclinics,enquiryand feedback channel, customer service hotlines

Good quality of services and products, after sales service, fair sales practices

Employees Induction and orientation program, staff appraisal, internal memo, training

Staff rights and welfare, personal development, good working environment

Investees Frequentdiscussionsandmeetings Adequate support from funding throughout infancy stage

Investors Annual meetings, circulars to shareholders

Profitability, transparency, timely reporting

Business Partners through inorganic growth

Frequentdiscussionsandmeetings Partnership for opportunities and inorganic growth through expansions

Government and Regulators Discussions with government agencies and regulators

Environmental-friendly business approach, compliance with regulations, timely reporting and resolution of issues


35



Identifying Material Sustainability Topics

In this sustainability report, we looked into the various material topics that were identified and how we have improved our policies and procedures after considering stakeholders’ feedback, new trends in sustainability, challenges facing the industry, experts’ views and our own business goals. Moving forward, we will continue to review and re-evaluate our sustainability efforts in respect of the material topics to ensure they remain relevant to us.

The following table summarises the details of the material topics discussed in this report based on an assessment of economic, environmental and social impacts as well as the degree of influence they have on our stakeholder assessments and decisions. The topics are ranked and evaluated based on our engagement process with respective stakeholder groups and these will be reviewed annually.

Material Topic Mapped GRI Standards

Description Key Stakeholders inConcern

Commitments & Targets

Reference

1. Economic Performance (economic aspect)

GRI 201 – Economic Performance

Our economic performance, the value generated and distributed to communities where our business operates.

Allstakeholders

Continue to generate positive economic returns by focusing on existing business segments and exploring our options and viability in related fields.

Sustainability Report 2019 Section (Page 36)

2. Anti-corruption (economic/governance aspect)

GRI 205 – Anti-Corruption

Our practices to comply with anti-corruption law and regulations and to demonstrate our adherence to integrity, governance, and responsible business practices.

Allstakeholders

Cultivate an anti-corruption environment and maintain our zero record in corruption cases.

Sustainability Report 2019 Section ()

3. Employment (social aspect)

GRI 401 – Employment

Our employment practices to retain employees and promote gender equality

Employees, Government andregulators

Continue to promote gender equality and explore ways to enhance employment policies and practices.


4. Socioeconomic Compliance (social aspect)

GRI 419 – Socioeconomic Compliance

Our practices to comply with regulations

Allstakeholders

Maintain zero non-compliance with laws and regulations in relation to social and economic aspects


36




ECONOMIC PERFORMANCE

At Accrelist, we strive to ensure that our strategies are in line with our vision to deliver long-term shareholder value through management’s expertise and thus constantly working towards the goal of sustainable business growth. We hope to maintain and ensure our financial stability and generate positive returns to our stakeholders by exploring our options and viability in related fields.WearedelightedtoshareourachievementsontheseaspectsinFY2019.

Wearepleasedtoreportthatourrevenuehasincreasedby49%fromS$112.5millionforFY2018toS$167.1millionforFY2019.Theincreaseismainlyduetothefullconsolidationofoneofourkeysubsidiarycorporations,Jubilee’sresultsinFY2019comparedtotheconsolidationinFY2018,whichwasfromtheperiodcommencing29June2017to31March2018.Increaseinturnoveralso stems from our expansion through acquisitions of Accrelist Medical Aesthetics clinic network in October 2018 as well as the acquisitionofHonfoongPlasticsIndustriesPteLtdbyJubileeinJuly2018.GrossprofitforFY2019alsoincreasedtoS$15.8millioncomparedtoFY2018ofS$4.7million.

While we are encouraged by the positive results due to Jubilee’s strong performance, we continue to seek new opportunities to unlock value. We are excited with the long-term prospects of Accrelist’s growth in the fields of medical aesthetics, artificial intelligence solutions, and facial recognition verification services as part of ongoing efforts to broaden our Group’s revenue stream. Plans are also underway to further increase the number of clinics by another four to eight across Singapore and Malaysia.

Our Group is also focused on strengthening our artificial intelligence solutions and facial recognition verification services. We will also continue to be vigilant on costs, credit and cash management processes in response to the volatile operating environment as we carry out our expansion strategies to deliver long-term sustainable returns for shareholders.


37



ANTI-CORRUPTION

The Board is committed to maintaining a high standard of corporate governance to protect the interests of all stakeholders, andtopromoteinvestors’confidence.FormationofAuditCommittee(“AC”),NominatingCommittee(“NC”)andRemunerationCommittee (“RC”) (collectively “Board Committees”) assists in the execution of the Board’s responsibilities.

Whistleblowing Policy

In FY2019, we continue tomanage our Group’s exposure to corruption risks by applying and emphasising good corporategovernance, business ethics and transparency while designing robust internal controls in business processes as our core approach. As such, we have a whistle-blowing policy in place where employees can report any suspicions of non-compliance with regulations, policies, or fraud, by sending an email to a designated email address that is accessible only by the designated members of the AC. Employees are able to report these suspicions to the AC for resolution without any prejudicial implications. The AC oversees the administration of the policy and upon receipt of complaints, the AC members will discuss the nature of complaints, the results of the investigation, and follow-up actions if necessary. In addition, our Group has a top down approach instilled by our management to our staff emphasising ethical conduct of business.

TheBoardconfirmsthat,forFY2019,theCompanyhascompliedwiththespiritandintentofthewhistleblowingpolicyandthatthere are no reported cases on whistle-blowing nor employee misconduct.

Anti-Money Laundering Policy

We have in place an Anti-Money Laundering (“AML”) Policy, as well as an external compliance officer who will periodically review and ensure there are no dubious transactions. As we have already obtained the Remittance License from the Monetary Authority of Singapore (“MAS”), we are required to be in compliance with the applicable rules and regulations of MAS. There are no incidents ofnon-complianceinFY2019.

Code of Ethics Policy

Accrelist adopts a strict stand towards ethical conduct and places high emphasis on maintaining high standards of integrity. Hence,weestablishedaCodeofBusinessConductthatisapplicabletoallemployeesincludingDirectors,keymanagement,andofficers. This code can be found in the handbooks that were distributed to every employee. Expectations on work behaviours can also be found in the handbook. There was no reported incident of corruption in the reporting period.

We will continue to enhance our corporate governance practices in line with the conduct and growth of our business and to review such practices from time to time. We hope to maintain our zero record in corruption cases, and cultivate an anti-corruption environment and training for our employees.

38




EMPLOYMENT

Our people form an integral part of our business and they are at the core of our business philosophy. As such, providing equal opportunities and ensuring that all our employees are given equal access to such opportunities are of high priority to our Group. Staff who are interested in attending courses are encouraged to seek their superiors’ approval to assess the appropriateness of the courses.

Our benefits for full-time employees include basic life insurance and health care which covers disability and invalidity. A medical card is given to all staff, which allows them to visit any of the approved panel clinics and have their medical fees borne by the company. Business trips are also fully borne by the company. All employees are entitled to parental leave as well as annual leave. In addition, shares may be issued to staff who have met or exceeded their key performance indicators.

New Hires by Age Groups FY2019 FY2018 FY2017

Age 21-30 69 20 5

Age 31-45 82 17 1

Age 46-60 25 3 Nil

Above 60 2 40 Nil

Total 178 80 6

FY2019 FY2018 FY2017

Female Male Female Male Female Male

Number of Employees 841 940 280 424 2 9

Number of New Hires 49 52 15 25 1 5

Number of Leavers 50 62 15 29 Nil Nil

Turnover Rate 5.95% 6.60% 5.36% 6.84% 0.00% 0.00%

Gender equality continues to be our focus and we do not condone gender discrimination. Our hiring is strictly based on capabilities andmeritsratherthangender.InFY2019,wehadasignificantincreaseinthenumberofemployeesduetotheacquisitionandexpansion of aesthetics medical, and we will try to maintain a low turnover rate every year. We believe that this is testament to our efforts in cultivating an enjoyable, safe, and inclusive working environment where any form of discrimination will be dealt with accordingly. Moving forward, we will continue our efforts in cultivating a better working environment, as well as review our employment policies to ensure its relevance.


39



SOCIOECONOMIC COMPLIANCE

Socioeconomiccomplianceisoneofourtoppriorities,especiallywhenweareintheFinancialTechnology(“Fintech”)field.TherisksassociatedwiththeFintechindustryincludeoperationalriskssuchasAMLandcyberrisks,aswellasissuesonprivacyandemployment as businesses move towards automation of processes. These risks are mitigated by having measures in place to protect consumers’ personal data and periodic monitoring to detect any unusual activities or breaches in our cyber system.

Fintech

UponmovingintotheFintechspace,wehavedoneourresearchonpotentialnon-complianceandthenecessarypermitsandlicenses required. As mentioned previously, our Group has successfully obtained the Remittance License from the MAS to provide e-wallet services and is in compliance with the applicable rules and regulations stipulated by MAS. We have also come up with due diligence processes and procedures in our AML Policy to evaluate potential clients, thus reducing AML and terrorist financing risks associated with our business.

We are still in the process of recruiting the necessary candidate(s) to fulfil regulatory requirements set by MAS for our crowdfunding platform. This platform, which will be operated by Accrelist Crowdfunding, matches investors with companies that require funding. We will approach potential investors and companies once we successfully recruit the necessary candidate(s).

Medical Aesthetics

With the increasing emphasis on physical appearance in society, coupled with the normalisation of plastic surgery and increase in spending power, the market for aesthetics clinics has been flourishing. Aesthetic clinics can bring about empowerment to women to pursue improvements to not just their appearance but overall healthier lifestyle to maintain a positive image. On top of that, with the increasing availability of medical aesthetics and vast improvements in technology, this has helped people with facial deformities and even breast cancer patients to have a chance at treatment to gain confidence in themselves again. These social benefits have further supported our decision to enter and expand our aesthetics business. We have also done our due diligence in identifying potential non-compliance areas such as having the necessary licenses and permits and doctors complying with safety procedures – to ensure all needles used are new and proper sanitisation is done before procedures.

Wearepleasedtodisclosethat,inFY2019,therewasnoreportedcaseofmaterialnon-compliancewithlawsandregulationsinrelation to social and economic aspects. Our Group adheres to the laws and regulations that are in place by the local authorities, including timely and accurate processing of corporate taxes, employment tax filing, contribution of provident funds, and adhering to labour and employment laws. We strive to be vigilant in ensuring compliance with laws and/or regulations and we will continue to report on these matters as we continue our journey on sustainability reporting.

40




GLOBAL REPORTING INITIATIVE (GRI) CONTENT INDEX

GRI Standards (2016) Notes/Page ReferenceGENERAL DISCLOSUREOrganizational Profile102-1 Name of the organisation Accrelist Ltd.

102-2 Activities, brands, products, and services Corporate Profile, page 1

102-3 Location of headquarters Corporate Directory, page 12

102-4 Location of operations Corporate Directory, page 12

102-5 Ownership and legal form NotestoFinancialStatements,page57

102-6 Markets served NotestoFinancialStatements,page81

102-7 Scale of the organisationOperationsandFinancialReview,pages6-7 Corporate Directory, page 12Employment, page 38

102-8 Information on employees and other workers Employment, page 38

102-9 Supply chain Economic Performance, page 36

102-10 Significant changes to the organisation and its supply chain No significant changes

102-11 Precautionary principle or approach Accrelist Ltd. does not specifically refer to the precautionary principle

102-12 External initiatives Accrelist Ltd. does not subscribe to any significant external initiatives

102-13 Membership of associationsNo main memberships of industry or other associations, and national or international advocacy organisations maintained at organisational level

Strategy102-14 Statement from senior decision maker Board Statement on Sustainability, page 31

Ethics and Integrity102-16 Values, principles, standards, and norms of behaviour Sustainability Approach, page 31

Governance

102-18 Governance structure Board of Directors, pages 8-9Corporate Management, page 10

Stakeholder Engagement102-40 List of stakeholder groups Stakeholder Engagement, page 34

102-41 Collective bargaining agreements Nil

102-42 Identifying and selecting stakeholders Stakeholder Engagement, page 34

102-43 Approach to stakeholder engagement Stakeholder Engagement, page 34

102-44Keytopicsandconcernsraised Stakeholder Engagement, page 34

Reporting Practice102-45 Entities included in the consolidated financial statements

NotestoFinancialStatements–InvestmentsinSubsidiaryCorporations, pages 92-103

102-46 Defining report content and topic boundaries About Sustainability Report, page 32

102-47 List of material topics Identifying Material Sustainability Topics, page 35

102-48 Restatements of information There was no restatement.

102-49 Changes in reporting There was no change.

102-50 Reporting period 1 April 2018 to 31 March 2019

102-51 Date of most recent report 11 July 2018

102-52 Reporting cycle Annual

102-53 Contact point for questions regarding the report About Sustainability Report, page 32

102-54 Claims of reporting in accordance with the GRI Standards About Sustainability Report, page 32

102-55 GRI content index GRI Content Index, pages 40-41

102-56 External assurance About Sustainability Report, page 32


41



GLOBAL REPORTING INITIATIVE (GRI) CONTENT INDEX

GRI Standards (2016) Notes/ Page ReferenceMATERIAL TOPICSEconomic Performance103-1 Explanation of the material topic and its boundaries

FinancialandOperationsReview,pages6-7Economic Performance, page 36

103-2 The management approach and its components

103-3 Evaluation of the management approach

201-1 Direct Economic value generated and distributed

201-2Financialimplicationsandotherriskandopportunitiesdue to climate change

201-3 Defined benefit plan obligations and other retirement plans

201-4Financialassistancereceivedfromgovernment

Anti-Corruption103-1 Explanation of the material topic and its boundaries

Anti-Corruption, page 37



205-1 Operations assessed for risks related to corruption

205-2 Communication and training about anti-corruption policies and procedures

205-3 Confirmed incidents of corruption and actions taken

Employment103-1 Explanation of the material topic and its boundaries

Employment, page 38



401-1 New employee hires and employee turnover

401-2 Benefits provided to full-time employees that are not provided to temporary or part-time employees

401-3 Parental leave

Socioeconomic compliance103-1 Explanation of the material topic and its boundaries

Socioeconomic Compliance, 39103-2 The management approach and its components


419-1 Non-compliance with laws and regulations in the social and economic area

42



Financial Contents

43 Directors’ Statement

46 Independent Auditor’s Report

51 Consolidated Statement of Comprehensive Income

52 Balance Sheets

54 Consolidated Statement of Changes in Equity

55 ConsolidatedStatementofCashFlows

57 NotestotheFinancialStatements


43


Directors’ Statement

The directors present their statement to the members together with the audited consolidated financial statements of Accrelist Ltd. (the “Company”) and its subsidiary corporations (the “Group”) for the financial year ended 31 March 2019 and the balance sheet of the Company as at 31 March 2019.

In the opinion of the directors,

(a) the balance sheet of the Company and the consolidated financial statements of the Group as set out on pages 51 to 129 are drawn up so as to give a true and fair view of the financial positions of the Company and of the Group as at 31 March 2019 and the financial performance, changes in equity and cash flows of the Group for the financial year covered by the consolidated financial statements; and

(b) at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due.

Directors

The directors of the Company in office at the date of this statement are as follows:

MrTerenceTeaYeokKianMrLimYeowHua@LimYouQinMrNgLiYongMr Liu Song

Arrangements to enable directors to acquire shares and debentures

Neither at the end of nor at any time during the financial year was the Company a party to any arrangement whose object was to enable the directors of the Company to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate, other than as disclosed under “Performance shares” in this statement.

Directors’ interests in shares or debentures

According to the register of directors’ shareholdings, none of the directors holding office at the end of the financial year had any interest in the shares or debentures of the Company or its related corporations, except as follows:

Holdings registered in name of director or nominee

Holdings in which director is deemed to have an interest

Company At 31 March 2019 At 1 April 2018 At 31 March 2019 At 1 April 2018

(No. of ordinary shares)

MrTerenceTeaYeokKian 1,264,756,029 1,264,756,029 30,062,000 30,062,000

MrTerenceTeaYeokKian’sdeemedinterestat31March2019isderivedthroughsharesheldbyhiswife,MsSimAileen.

ByvirtueofSection7oftheSingaporeCompaniesActChapter50,MrTerenceTeaYeokKianisdeemedtohaveaninterestinall the related corporations of the Group.

Asat21April2019,MrTerenceTeaYeokKian’sdirectanddeemedinterestsoftheCompanywerethesameasthoseasat31March 2019.

Performance shares

The Company has a share award scheme known as Accrelist Share Award Scheme (“ASAS”) approved and adopted by its members at an Extraordinary General Meeting held on 25 May 2010. ASAS is administered by a committee which consists of directors of the Company. The purpose of the ASAS is to provide an opportunity for the Group’s employees and directors who have met the performance targets to be remunerated not just through cash bonuses but also by an equity stake in the Company. The ASAS is also extended to the Group non-executive directors.

44




Performance shares (continued)

The directors believe that the retention of outstanding employees within the Group is paramount to the Group’s long-term objective of pursuing continuous growth and expansion in its business and operations. The Group also acknowledges that it is important to preserve financial resources for future business developments and to withstand difficult times. As such, one of the Group’s strategies is to contain the remuneration of its employees and executives that is a major component of the Group’s operating costs.

The ASAS is formulated with those objectives in mind. It is hoped that through the ASAS, the Group would be able to remain an attractive and competitive employer and better able to manage its fixed overhead costs without compromising on performance standards and efficiency.

There were no performance shares awarded and issued during the financial year.

Share options

No options were granted during the financial year to subscribe for unissued shares of the Company or its subsidiary corporations.

No shares have been issued during the financial year by virtue of the exercise of an option to take up unissued shares of the Company or its subsidiary corporations.

There were no unissued shares of the Company or its subsidiary corporations under option at the end of the financial year.

Audit committee

The members of the Audit Committee (“AC”) at the end of the financial year were as follows:

MrLimYeowHua@LimYouQin (IndependentDirector,ChairmanoftheAC)MrNgLiYong (IndependentDirector)Mr Liu Song (Non-Independent and Non-Executive Director)

The AC performs the functions specified by section 201B(5) of the Singapore Companies Act. In performing those functions, the Committee reviewed:

• the scope and the results of internal audit procedures with the internal auditor;

• the audit plan of the Company’s independent auditor and any recommendations on internal accounting controls arising from the statutory audit;

• the assistance given by the Company’s management to the independent auditor; and

• the balance sheet of the Company and the consolidated financial statements of the Group for the financial year ended 31 March 2019 before their submission to the Board of Directors (the “Board”).

Other functions performed by the AC are described in the Report on Corporate Governance included in the Annual Report of the Company. It also includes an explanation of how the independent auditor’s objectivity and independence is safeguarded where the independent auditor provides non-audit services.

The AC has recommended to the Board that the independent auditor, Nexia TS Public Accounting Corporation, be nominated for re-appointment at the forthcoming Annual General Meeting of the Company.


45



Independent auditor

The independent auditor, Nexia TS Public Accounting Corporation, has expressed its willingness to accept re-appointment.

On behalf of the directors

...........................................………....Terence Tea Yeok Kian Director

...........................................………....Ng Li YongDirector

8 July 2019

46


Independent Auditor’s Report to the Members of ACCRELIST LTD.


Report on the Audit of the Financial Statements

Opinion We have audited the accompanying financial statements of Accrelist Ltd. (the “Company”) and its subsidiary corporations (the “Group”) which comprise the balance sheets of the Group and the Company as at 31 March 2019, and the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows of the Group for the financial year then ended, and notes to the financial statements, including a summary of significant accounting policies. In our opinion, the accompanying consolidated financial statements of the Group and the balance sheet of the Company are properly drawnup in accordancewith theprovisionsof theCompaniesAct,Chapter 50 (the “Act”) andSingaporeFinancialReportingStandards (International) (“SFRS(I)s”) so as to give a true and fair viewof the consolidated financial position ofthe Group and the financial position of the Company as at 31 March 2019 and of the consolidated financial performance, consolidated changes in equity and consolidated cash flows of the Group for the financial year ended on that date. Basis for Opinion We conducted our audit in accordance with Singapore Standards on Auditing (“SSAs”). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of ourreport. We are independent of the Group in accordance with the Accounting and Corporate Regulatory Authority (“ACRA”) Code of Professional Conduct and Ethics for Public Accountants and Accounting Entities (“ACRA Code”) together with the ethical requirements that are relevant to our audit of the financial statements in Singapore, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ACRA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


47



Key Audit Matters Keyauditmattersarethosemattersthat, inourprofessional judgement,wereofmostsignificanceinourauditofthefinancialstatements of the current year. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matter How our audit addressed the matter

Business combination(Refer to Notes 2.12 and 31 to the financial statements)

(a) On 31 July 2018, the Group through its subsidiary corporation, Jubilee Industries Holdings Ltd, acquired70% equity interest in Honfoong Plastic Industries Pte.Ltd.(“Honfoong”)foratotalconsiderationofS$3,000,000.The gain from bargain purchase arising from the acquisition amounted to S$1,124,000.

(b) On 1 October 2018, the Company acquired four aesthetic medical clinics, namely Accrelist Medical Aesthetics (BM) Pte. Ltd., Accrelist Medical Aesthetics (LOT1) Pte. Ltd. and Accrelist Medical Aesthetics (SPC) Pte. Ltd. and Accrelist MedicalAesthetics (TPY)Pte.Ltd.,collectivelyknownasAesthetics Medical Group (“AMG”) for a total consideration of S$3,250,000. The goodwill arising from the acquisitions amounted to S$5,890,000.

These business combinations are significant events during the financial year and the acquired entities represents significant new lines of business of the Group.

Moreover, significant judgement is applied in the identification of any intangible assets acquired and contingent liabilities assumed in the transaction. Significant assumptions and estimates are also used in the determination of the fair values of the identified assets acquired and liabilities assumed in the transaction.

Therefore, we considered these as key audit matters.

(a) Our procedures included the following:

• Review of the sale and purchase agreement to check that the acquisition are accounted for at the correct effective date of the transaction and the Purchase Price Allocation (“PPA”) and gain from bargain purchase is correct.

• Assessed the competence, capabilities and objectivity of the management’s expert.

• Involved our internal valuation specialist to evaluate the methodology applied, in particular the valuation of the assets acquired, liabilities and contingent liabilities assumed for the newly acquired subsidiary corporations and the fair value of the share consideration.

• Assessed the adequacy and appropriateness of the disclosures in the notes to the financial statements.

(b) Our audit procedures included the review of the relevant acquisition agreements to check that the acquisitions are accounted for at the correct effective date of the transactions and the provisional Purchase Price Allocation (“PPA”) and goodwill on acquisitions are correct. The Group is finalising its PPA exercises of these acquisitions to determine the fair value of all identifiable assets acquired and liabilities assumed.

InaccordancewithSFRS(I)3BusinessCombination,the Group is allowed to report in its financial statements the provisional amount of goodwill and the measurement period wherein the Group is allowed to adjust the provisional amounts recognised shall not exceed one year from the date of acquisition.

48




Key Audit Matters (continued)

Key audit matter How our audit addressed the matter

Revenue recognition(Refer to Notes 2.4 and 6 to the financial statements)

The Group’s revenue is primarily generated from:

(i) sale of electronic components and provision of precision plastic injection moulding services which is recognised when the Group satisfied its performance obligation by transferring the control of the promised goods to the customers, which is when the goods are delivered to the destination specified by the customers, based on the incoterms specified in the contract; and

(ii) provision of design, fabrication and sale of precision plastic injection moulds where the Group is restricted contractually from directing the moulds for another use as they are being produced and the Group has enforceable right to payment for performance completed to-date. Revenue is recognised over time based on percentage of completion which is measured by reference to the stages of mould manufacturing process completed to-date.

During the financial year ended 31 March 2019, the Group recognised revenue of S$167,111,000.

We regard revenue recognition as a key audit matter as there is a presumed fraud risk over revenue recognition and revenue is one of the key performance indicators of the Group.

The adoption of new revenue recognition standard – SFRS(I) 15 Revenue from Contracts with Customers represents a change in accounting principles and increases the risks of material misstatements of revenue, which may result in inaccurate recognition of revenue, as well as incomplete or omission of transition disclosures on implementing the new standard.

Our procedures included the following:

• obtained samples of contracts with customers and reviewed the terms and conditions, along with discussion with management, to assess the Group’s revenue recognition policy in accordance with SFRS(I) 15, the identification ofperformance obligations, the timing of revenue recognition (i.e. at a point in time or over time), and the financial impact on each revenue streams from the adoption of the new standard;

• discussion with management on the processes and controls over the sales cycle for each revenue stream; and

• performed:

– walkthrough tests and tested the operating effectiveness of key controls over revenue recognition.

– test of details of revenue transactions, including sales cut-off tests to ascertain that the sales have been accurately taken up in the correct financial year.

– performed analytical review by comparing the current financial year performance to prior financial year.

– reviewed the adequacy of disclosures in the notes to the financial statements.


49



Other information

Management is responsible for the other information. The other information comprises the information included in the annual report, but does not include the financial statements and our auditor’s report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Directors for the Financial Statements Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the provisionsof theAct andSFRS(I)s, and for devising andmaintaining a systemof internal accounting controls sufficient toprovide a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair financial statements and to maintain accountability of assets.

In preparing the financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so. The directors’ responsibilities include overseeing the Group’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SSAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SSAs, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:

• Identifyandassesstherisksofmaterialmisstatementofthefinancialstatements,whetherduetofraudorerror,designand perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtainanunderstandingofinternalcontrolrelevanttotheauditinordertodesignauditproceduresthatareappropriatein the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

• Evaluate theappropriatenessofaccountingpoliciesusedand the reasonablenessofaccountingestimatesandrelateddisclosures made by management.

• Concludeon the appropriatenessofmanagement’s useof thegoing concernbasis of accounting and, basedon theaudit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the dateofourauditor’sreport.However,futureeventsorconditionsmaycausetheGrouptoceasetocontinueasagoingconcern.

50




Auditor’s Responsibilities for the Audit of the Financial Statements (continued)

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, andwhether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activitieswithin the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From thematters communicatedwith thedirectors,wedetermine thosematters thatwere ofmost significance in the auditof the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

In our opinion, the accounting and other records required by the Act to be kept by the Company and by those subsidiary corporations incorporated in Singapore of which we are the auditors have been properly kept in accordance with the provisions of the Act.

Theengagementdirectorontheauditresultinginthisindependentauditor’sreportisMrTitusKuanTjian.

Nexia TS Public Accounting CorporationPublic Accountants and Chartered Accountants

Singapore

8 July 2019


51


The accompanying notes form an integral part of these financial statements.

Consolidated Statement of Comprehensive IncomeForthefinancialyearended31March2019

Note 2019 2018S$’000 S$’000

Revenue 6 167,111 112,491Cost of sales (151,361) (107,826)Gross profit 15,750 4,665

Other gains and losses, net 7 2,302 5,493

Expenses- Marketing and distribution (1,610) (1,029)- Administrative (14,567) (8,909)-Finance 10 (1,362) (871)

Share of profit of associated companies 16 662 298Profit/(loss) before tax 1,175 (353)Income tax (expense)/credit 11(a) (311) 539Net profit 864 186

Other comprehensive income/(loss) after tax:Items that may be reclassified subsequently to profit or loss:- Exchange differences on translating foreign operations 25(a) 623 (1,757)-Fairvaluelossonavailable-for-salefinancialassets 25(b) – (999)

623 (2,756)

Items that will not be reclassified subsequently to profit or loss:-Fairvaluelossonfinancialassets,atfairvaluethroughothercomprehensiveincome 25(b) (152) –

Other comprehensive income/(loss), net of tax 471 (2,756)

Total comprehensive income/(loss) 1,335 (2,570)

Net profit attributable to:Equity holders of the Company 143 (310)Non-controlling interests 721 496

864 186

Total comprehensive income/(loss) attributable to:Equity holders of the Company 424 (2,701)Non-controlling interests 911 131

1,335 (2,570)

Earnings/(loss) per share for income/(loss) attributable to equity holders of the Company

Basic and diluted earnings/(loss) per share (SGD cents) 12 0.003 (0.006)

52



Balance SheetsAs at 31 March 2019


Group

Note 31-Mar-19 31-Mar-18 1-Apr-17S$’000 S$’000 S$’000

ASSETSNon-current assetsProperty, plant and equipment 13 14,060 7,220 601Intangible assets 14 17,617 13,649 18Investments in associated companies 16 9,377 8,242 8,267Other assets 17 20 20 20Trade and other receivables 18 370 396 11,539Available-for-sale financial assets 22(a) – 286 –Financialassets,atfairvaluethroughothercomprehensiveincome 22(b) 90 – –Total non-current assets 41,534 29,813 20,445

Current assetsOther assets 17 2,028 972 6Trade and other receivables 18 34,365 31,222 12,597Inventories 19 20,359 14,977 1Convertible loan – – 8,631Derivative financial instrument – – 4,631Financialassets,atfairvaluethroughprofitorloss 21 33 33 –Available-for-sale financial assets 22(a) – 1,116 –Financialassets,atfairvaluethroughothercomprehensiveincome 22(b) 934 – –Cash and cash equivalents 23 7,679 11,597 4,375Income tax recoverable – – 8Total current assets 65,398 59,917 30,249

Total assets 106,932 89,730 50,694

EQUITY AND LIABILITIESEquity attributable to equity holders of the CompanyShare capital 24 72,491 71,081 70,761Accumulated losses (33,684) (33,827) (33,517)Other reserves 25 2,138 1,037 4,121

40,945 38,291 41,365Non-controlling interests 14,751 10,713 34Total equity 55,696 49,004 41,399

Non-current liabilitiesDeferred income tax liabilities 11(c) 1,289 1,424 –Convertible loan 20 – 2,382 3,186Other financial liabilities 27 1,808 1,260 1,336Total non-current liabilities 3,097 5,066 4,522

Current liabilitiesOther financial liabilities 27 17,931 5,052 72Trade and other payables 29 28,539 30,607 4,701Convertible loan 20 1,231 – –Income tax payable 438 1 –Total current liabilities 48,139 35,660 4,773

Total liabilities 51,236 40,726 9,295

Total equity and liabilities 106,932 89,730 50,694


53



Balance SheetsAs at 31 March 2019

Company

Note 31-Mar-19 31-Mar-18 1-Apr-17

S$’000 S$’000 S$’000

ASSETSNon-current assetsProperty, plant and equipment 13 – 37 91

Intangible assets 14 8 – 16

Investments in subsidiary corporations 15 31,865 28,812 355

Investments in associated companies 16 – – 8,267

Other assets 17 20 20 20

Trade and other receivables 18 – 896 11,539

Total non-current assets 31,893 29,765 20,288

Current assetsOther assets 17 212 2 1

Trade and other receivables 18 9,545 14,826 13,442

Convertible loan – – 8,631

Derivative financial instrument – – 4,631

Cash and cash equivalents 23 1,555 1,639 3,616

Income tax recoverable – – 8

Total current assets 11,312 16,467 30,329

Total assets 43,205 46,232 50,617

EQUITY AND LIABILITIESEquity attributable to equity holders of the CompanyShare capital 24 113,182 111,772 111,452

Accumulated losses (72,444) (70,601) (64,525)

Total equity 40,738 41,171 46,927

Non-current liabilityConvertible loan 20 – 2,382 3,186

Current liabilitiesTrade and other payables 29 1,236 2,679 504

Convertible loan 20 1,231 – –

2,467 2,679 504

Total liabilities 2,467 5,061 3,690

Total equity and liabilities 43,205 46,232 50,617

54



Consolidated Statement of Changes in EquityForthefinancialyearended31March2019


Share Accumulated Other

Total attributable to equity holders

of the Non-

controlling Totalcapital losses reserves Company interests equityS$’000 S$’000 S$’000 S$’000 S$’000 S$’000

2019Beginning of financial year 71,081 (33,827) 1,037 38,291 10,713 49,004Profit for the financial year – 143 – 143 721 864Other comprehensive income for

the financial year – – 281 281 190 471Total comprehensive income for

the financial year – 143 281 424 911 1,335Acquisitions of subsidiary

corporations (Note 31(i)(c)) – – – – 947 947Deemed disposal of subsidiary

corporation without a change of control (Note 15) – – 820 820 2,180 3,000

Issue of new shares (Note 24) 1,410 – – 1,410 – 1,410End of financial year 72,491 (33,684) 2,138 40,945 14,751 55,696

2018 Beginning of financial year 70,761 (33,517) 4,121 41,365 34 41,399

(Loss)/profit for the financial year – (310) – (310) 496 186

Other comprehensive loss for the financial year – – (2,391) (2,391) (365) (2,756)

Total comprehensive (loss)/income for the financial year – (310) (2,391) (2,701) 131 (2,570)

Acquisition of a subsidiary corporation (Note 31(ii)(c)) – – – – 9,481 9,481

Subscription of right shares of a subsidiary corporation – – – – 1,067 1,067

Deemed disposal of associated company – – (693) (693) – (693)

Issue of new shares (Note 24) 320 – – 320 – 320

End of financial year 71,081 (33,827) 1,037 38,291 10,713 49,004


55



Consolidated Statement of Cash FlowsForthefinancialyearended31March2019

Note 2019 2018

S$’000 S$’000

Cash Flows From Operating ActivitiesNet profit 864 186

Adjustments for:

Dividend income 7 (9) (17)

Interest income 7 (93) (85)

Fairvaluegainonaderivativefinancialinstrument 7 – (258)

Fairvaluegainonafinancialliabilityatfairvaluethroughprofitorloss 7 (1,151) (804)

Gain from bargain purchase 7 (1,124) (5,550)

Loss/(gain) on disposal of property, plant and equipment 7 1 (237)

Remeasurement loss on deemed disposal of associated company 7 – 3,581

Amortisation of intangible assets 8 1,957 1,980

Impairment loss on intangible assets 8 14 –

Depreciation of property, plant and equipment 8 962 496

Interest expense 10 1,362 871

Income tax expense/(credit) 11(a) 311 (539)

Share of profit of associated companies 16 (662) (298)

Unrealised currency translation differences 596 (2,142)

Operating cash flows before working capital changes 3,028 (2,816)

Change in working capital, net of effects from acquisition of subsidiary corporations:

Inventories (3,862) (2,119)

Trade and other receivables (484) 25,566

Other assets (466) (210)

Trade and other payables (8,264) (16,041)

Cash (used in)/generated from operations (10,048) 4,380

Interest received 93 69

Income tax paid (150) (28)

Net cash flows (used in)/provided by operating activities (10,105) 4,421

Cash Flows From Investing ActivitiesAdditions to property, plant and equipment 13 (997) (495)

Additions to intangible assets 14 (49) (25)

Additions to investments in associated companies 16 (342) (870)

Disposal/(additions) to financial assets at fair value through other comprehensive income/available-for-sale financial assets 22 120 (2,302)

Dividend received 9 17

Proceeds from disposal of property, plant and equipment 6 1,440

Subscription of rights shares of a subsidiary corporation by non-controlling interest – 1,067

Net cash flow on acquisitions of subsidiary corporations 31(i)(b) (3,228) 4,094

Net cash flows (used in)/provided by investing activities (4,481) 2,926

56



Consolidated Statement of Cash FlowsForthefinancialyearended31March2019


Note 2019 2018

S$’000 S$’000

Cash Flows From Financing ActivitiesRepayment of other financial liabilities (1,909) (150)

Issuance of shares by a subsidiary corporation to non-controlling interests 1,000 –

Proceeds from borrowings 10,982 –

Fixeddepositspledged 1,595 (2,212)

Interest paid (1,042) (427)

Net cash flows provided by/(used in) financing activities 10,626 (2,789)

Net (decrease)/increase in cash and cash equivalents (3,960) 4,558

Cash and cash equivalentsBeginning of financial year 7,746 3,178

Effects of exchange rate changes on cash and cash equivalents (24) 10

End of financial year 23 3,762 7,746

Reconciliation of liabilities arising from financing activities:

1 April 2018

Proceeds from

borrowings

Principal and

interest payments

Non-cash changesS$’000

31 March 2019

S$’000 S$’000 S$’000 AcquisitionFairvaluechanges

Interest expense S$’000

Convertible loan 2,382 – – – (1,151) – 1,231

Other financial liabilities* 5,870 10,982 (2,877) 3,055 – 968 17,998

1 April 2017

Principal and interest repayments

Non-cash changesS$’000

31 March 2018

S$’000 S$’000 AcquisitionFairvaluechanges

Interest expense S$’000

Convertible loan 3,186 – – (804) – 2,382

Other financial liabilities* 1,408 (103) 4,170 – 395 5,870

* excludes bank overdraft of S$1,741,000 (2018: S$442,000)


57


Notes to the Financial Statements Forthefinancialyearended31March2019

These notes form an integral part of and should be read in conjunction with the accompanying financial statements.

1. General

The Company is incorporated and domiciled in Singapore and listed on the Catalist, the sponsor-supervised listing platformofSingaporeExchangeSecuritiesTradingLimited(“SGX-ST”).

The principal activities of the Company during the financial year was as distributor and manufacturers’ representative of test equipment for the disk drive industry, acting as commission agents, system integration and commodities resources trading.

The principal activities of the subsidiary corporations and associated companies are described in Note 15 and Note 16 to these financial statements.

The registered office is 10 Ubi Crescent, Ubi Techpark, Lobby E, #03-95, Singapore 408564.

These financial statements were authorised for issue in accordance with a resolution of the Board of Directors of Accrelist Ltd. on 8 July 2019.

2. Summary of Significant Accounting Policies

2.1. Basis of Preparation

ThefinancialstatementshavebeenpreparedinaccordancewithSingaporeFinancialReportingStandards(International)(“SFRS(I)”).ThefinancialstatementsarepreparedonagoingconcernbasisunderthehistoricalcostconventionexceptwhereaSFRS(I)requiresanalternativetreatment(suchasfairvalues)asdisclosedwhereappropriateinthesefinancialstatements.

ThepreparationofthefinancialstatementsinconformitywithSFRS(I)requiresmanagementtoexerciseitsjudgementinthe process of applying the Group’s accounting policies. It also requires the use of certain critical accounting estimates and assumptions. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 3.

2.2. Adoption of SFRS(I)

As requiredby the listing requirements of SGX-ST, theGroup has adoptedSFRS(I) on 1April 2018. These financialstatements for the year ended 31 March 2019 are the first set of financial statements the Group prepared in accordance withSFRS(I).TheGroup’spreviouslyissuedfinancialstatementsforperiodsuptoandincludingthefinancialyearended31March2018werepreparedinaccordancewithSingaporeFinancialReportingStandards(“SFRS”).

InadoptingSFRS(I)on1April2018,theGroupisrequiredtoapplyallofthespecifictransitionrequirementsinSFRS(I)1First-timeAdoptionofSFRS(I).

UnderSFRS(I) 1, these financial statements are required to beprepared using accounting policies that complywithSFRS(I) effective as at 31March2019. The sameaccountingpolicies are applied throughout all periodspresented inthesefinancialstatements,subjecttothemandatoryexceptionsandoptionalexemptionsunderSFRS(I)1.

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2. Summary of Significant Accounting Policies (continued)

2.2. Adoption of SFRS(I) (continued)

The Group’s opening balance sheet has been prepared as at 1 April 2017, which is the Group’s date of transition to SFRS(I)(“dateoftransition”).

(a) Optional exemptions applied

SFRS(I)1allowstheexemptionfromapplicationofcertainrequirementsunderSFRS(I)onaretrospectivebasis.The Group has applied the following exemptions in preparing this first set of financial statements in accordance withSFRS(I):

(i) Business combinations

SFRS(I)3BusinessCombinationshasnotbeenappliedtobusinesscombinationsthatoccurredbeforethedateoftransitionon1April2017.ThesameclassificationasinitspreviousSFRSfinancialstatementshasbeen adopted.

TheGrouphasnotappliedSFRS(I)1-21TheEffectsofChangesinForeignExchangeRatesretrospectivelyto fair value adjustments and goodwill from business combinations that occurred before the date of transitiontoSFRS(I)on1April2017.SuchfairvalueadjustmentsandgoodwillcontinuetobeaccountedforusingthesamebasisasunderSFRS21.

(ii) Short-termexemptiononadoptionofSFRS(I)9FinancialInstruments

TheGrouphaselectedtoapplytheshort-termexemptiontoadoptSFRS(I)9on1April2018.Accordingly,therequirementsofSFRS39FinancialInstruments:RecognitionandMeasurementareappliedtofinancialinstruments up to the financial year ended 31 March 2018. The Group is also exempted from complying withSFRS(I) 7Financial Instruments:Disclosure to theextent that thedisclosures requiredbySFRS(I) 7relatetotheitemswithinscopeofSFRS(I)9.

As a result, the requirements underSFRSare applied inplaceof the requirements underSFRS(I) 7 andSFRS(I)9tocomparativeinformationaboutitemswithinscopeofSFRS(I)9.

(iii) Leases

The Group has not reassessed the determination of whether an arrangement contained a lease in accordancewithSFRS(I)INT4DeterminingwhetheranArrangementcontainsaLease.

(iv) PracticalexpedientsonadoptionofSFRS(I)15RevenuefromContractswithCustomers

TheGrouphas elected to apply the transitional provisionsunderparagraphC5ofSFRS(I) 15 at 1April2018andhaveusedthefollowingpracticalexpedientsprovidedunderSFRS(I)15asfollows:

• Forcompletedcontractswith variableconsideration, theGrouphasused the transactionpriceatthe date the contract was completed, rather than estimating the variable consideration amounts in the comparative reporting period;

• Forcontractswhichweremodifiedbefore thedateof transition, theGroupdidnot retrospectivelyrestate the contract for those contract modifications; and

• Forthefinancialyearended31March2018,theGroupdidnotdisclosetheamountoftransactionprice allocated to the remaining performance obligations and explanation of when the Group expects to recognise that amount as revenue.

TherearenomaterialadjustmentstotheGroup’sfinancialstatementsarisingfromthetransitionfromSFRStoSFRS(I).Accordingly, the comparative financial statements for 31 March 2018 and 1 April 2017 were not restated.


59




2.3 Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the executive committee whose members are responsible for allocating resources and assessing performance of the operating segments.

2.4 Revenue Recognition

Revenue is measured based on the consideration to which the Group expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amount collected on behalf of third parties. The Group assesses its role as an agent or principal for each transaction and in an agency arrangement the amounts collected on behalf of the principal are excluded from revenue. The Group recognises revenue when it satisfies a performance obligation (“PO”) by transferring control of a promised good or service to the customer. The amount of revenue recognised is the amount of the transaction price allocated to the satisfied PO. The amount of revenue presented is the amount net of goods and services tax, rebates and discounts, and after eliminating sales within the Group.

(a) Electronic components distribution business unit (“EBU”)

(i) Sale of goods - distribution of electronic components

Revenue is recognised at a point in time when the Group satisfied its performance obligation by transferring the control of the promised goods to the customer, which is when the goods are delivered to the destination specified by the customer, typically based on incoterms specified in the contract. Revenue is measured based on consideration specified in the contract with a customer to which the Group expects to be entitled in exchange for transferring promised goods to a customer.

(b) Mechanical business unit (“MBU”)

(i) Provision of precision plastic injection moulding services (“PPIM”)

Revenue is recognised at a point in time when the Group satisfied its performance obligation by transferring the control of a promised goods to the customer, which is when the goods are delivered to the destination specified by the customer, typically refers to the incoterms specified in the contract. Revenue is measured based on consideration specified in the contract with a customer to which the Group expects to be entitled in exchange for transferring promised goods to a customer.

(ii) Design, fabrication and sale of precision plastic injection mould (“MDF”)

The Group manufactures and supplies moulds for manufacturers. Due to the Group is restricted contractually from directing the moulds for another use as they are being produced and has enforceable right to payment for performance completed to-date, revenue is recognised over time, based on the stages of mould manufacturing process completed to-date.

Progress billings to the customers are based on a payment schedule in the contract and are typically triggered upon achievement of specified manufacturing milestones. A contract asset is recognised when the Group has performed under the contract but has not yet billed the customer. Conversely, a contract liability is recognised when the Group has not yet performed under the contract but has the received advanced payments from customer. Contract assets are transferred to receivables when the rights to consideration become unconditional. Contract liabilities are recognised as revenue as the Group performs under the contract.

Costs to fulfil a contract are capitalised if the costs relate directly to the contract, generate or enhance resources used in satisfying the contract and are expected to be recovered. Other contract costs are expensed as incurred.

Capitalised contract costs are subsequently recognised in profit or loss as the Group recognises the related revenue. An impairment loss is recognised in profit or loss to the extent that the carrying amount of the capitalised contract costs exceeds the remaining amount of consideration that the Group expects to receive in exchange for the goods or services to which the contract costs relates less the costs that relate directly to providing the goods and that have not been recognised as expense.

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2.4 Revenue Recognition (continued)

(c) Aesthetic medical services (“AMS”)

(i) Rendering of services

The Group renders aesthetic medical services to customers. Revenue is recognised when the services are rendered to the customers, either over time or at a point in time, depending on the contractual terms.

(ii) Sale of products Revenue is recognised at a point in time when the Group satisfied its performance obligation by

transferring the control of the promised goods to the customer, which is when the goods are delivered and accepted by the customer. Revenue is measured based on consideration specified in the contract with a customer to which the Group expects to be entitled in exchange for transferring promised goods to a customer.

(d) Commission income

Commission income is recognised when services are rendered.

(e) Rental income Rental income from operating leases (net of any incentives given to the lessees) is recognised on a straight-line

basis over the lease term.

(f) Interest income Interest income, including income arising from other financial instruments, is recognised using the effective

interest method.

(g) Dividend income Dividend income is recognised when the right to receive payment is established, it is probable that that the

economic benefits associated with the dividend will flow to the Group, and the amount of the dividend can be reliably measured.

2.5 Government Grants

Grants from the government are recognised as a receivable at their fair value when there is reasonable assurance that the grant will be received and the Group will comply with all the attached conditions.

Government grants receivable are recognised as income over the periods necessary to match them with the related costs which they are intended to compensate, on a systematic basis. Government grants relating to expenses are shown separately as other gains and losses, net.

Government grants relating to assets are deducted against the carrying amount of the assets.

2.6 Employee Compensation

Employee benefits are recognised as an expense, unless the cost qualifies to be capitalised as an asset.

(a) Defined contribution plans

Defined contribution plans are post-employment benefit plans under which the Group pays fixed contributions into separate entities such as theCentral Provident Fundon amandatory contractual or voluntary basis. TheGroup has no further payment obligations once the contributions have been paid.


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2.6 Employee Compensation (continued)

(b) Pension benefits

The Group is required to provide certain staff pension benefits to their employees under existing People’s Republic of China (“PRC”) regulations. Pension contributions are provided at rates stipulated by the PRC regulations and are contributed to a pension fund managed by government agencies, which are responsible for administering these amounts for the subsidiary corporations’ employees. The Group has no further payment obligations once the contributions have been paid. Pension contributions are recognised as expenses in the period in which the related services are performed.

(c) Share-based compensation

The Group operates an equity-settled, share-based compensation plan. The value of the employee services received in exchange for the grant of options is recognised as an expense with a corresponding increase in the share option reserve over the vesting period. The total amount to be recognised over the vesting period is determined by reference to the fair value of the options granted on grant date. Non-market vesting conditions are included in the estimation of the number of shares under options that are expected to become exercisable on the vesting date. At each balance sheet date, the Group revises its estimates of the number of shares under options that are expected to become exercisable on the vesting date and recognises the impact of the revision of the estimates in profit or loss, with a corresponding adjustment to the share option reserve over the remaining vesting period.

When the options are exercised, the proceeds received (net of transaction costs) and the related balance previously recognised in the share option reserve are credited to share capital account, when new ordinary shares are issued, or to the “treasury shares” account, when treasury shares are re-issued to the employees.

(d) Short-term compensated absences

Employee entitlements to annual leave are recognised when they accrue to employees. A provision is made for the estimated liability for annual leave as a result of services rendered by employees up to the balance sheet date.

(e) Defined benefit plans

Defined benefit plans are post-employment benefit pension plans other than defined contribution plans. Defined benefit plans typically define the amount of benefit that an employee will receive on or after retirement, usually dependent on one or more factors such as age, years of service and compensation.

The liability recognised in the statement of financial position in respect of defined benefit plan is the present value of the defined benefit obligation at the reporting date less than fair value of the plan assets, together with adjustments for unrecognised past service costs. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using market yields of high quality corporate bonds that are denominated in the currency and the country in which the benefits will be paid, and have tenures approximately to that of the related post-employment benefit obligations.

Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to equity in other comprehensive income in the period when they arise. Past service costs are recognised immediately in profit or loss.

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2.7 Income Tax

Current income tax for current and prior periods is recognised at the amount expected to be paid to or recovered from the tax authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date.

Deferred income tax is recognised for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements except when the deferred income tax arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profit or loss at the time of the transaction.

A deferred income tax liability is recognised on temporary differences arising on investments in subsidiary corporations, associated companies and joint ventures, except where the Group is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

A deferred income tax asset is recognised to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax losses can be utilised.

Deferred income tax is measured:

(i) at the tax rates that are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date; and

(ii) based on the tax consequence that will follow from the manner in which the Group expects, at the balance sheet date, to recover or settle the carrying amounts of its assets and liabilities.

Current and deferred income taxes are recognised as income or expense in profit or loss, except to the extent that the tax arises from a business combination or a transaction which is recognised directly in equity. Deferred tax arising from a business combination is adjusted against goodwill on acquisition.

The Group accounts for investment tax credits (for example, productivity and innovative credit) similar to accounting for other tax credits where deferred tax asset is recognised for unused tax credits to the extent that it is probable that future taxable profit will be available against which the unused tax credit can be utilised.

2.8 Currency Translation

(a) Functional and presentation currency

Items included in the financial statements of each entity in the Group are measured using the currency of the primary economic environment in which the entity operates (“functional currency”).

The financial statements are presented in Singapore Dollar (S$), which is the functional currency of the Company.

(b) Transactions and balances

Transactions in a currency other than the functional currency (“foreign currency”) are translated into the functional currency using the exchange rates at the dates of the transactions. Currency exchange differences resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreigncurrenciesattheclosingratesatthebalancesheetdatearerecognisedinprofitorloss.However, intheconsolidated financial statements, currency translation differences arising from borrowings in foreign currencies and other currency instruments designated and qualifying as net investment hedges and net investment in foreign operations, are recognised in other comprehensive income and accumulated in the foreign currency translation reserve.

When a foreign operation is disposed of or any loan forming part of the net investment of the foreign operation is repaid, a proportionate share of the accumulated currency translation differences is reclassified to profit or loss, as part of the gain or loss on disposal.


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2.8 Currency Translation (continued)

(b) Transactions and balances (continued)

Foreign exchangegains and losses that relate toborrowings arepresented in the statement of comprehensiveincome within “finance expenses”. All other foreign exchange gains and losses impacting profit or loss are presented in the statement of comprehensive income within “other gains and losses, net”.

Non-monetary items measured at fair values in foreign currencies are translated using the exchange rates at the date when the fair values are determined.

(c) Translation of Group entities’ financial statements

The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

(i) assets and liabilities are translated at the closing exchange rates at the reporting date;

(ii) income and expenses are translated at average exchange rates (unless the average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated using the exchange rates at the dates of the transactions); and

(iii) all resulting currency translation differences are recognised in other comprehensive income and accumulated in the foreign currency translation reserve. These currency translation differences are reclassified to profit or loss on disposal or partial disposal with loss of control of the foreign operations.

2.9 Property, Plant and Equipment

(a) Measurement

(i) Property, plant and equipment

Property, plant and equipment are initially recognised at cost and subsequently carried at cost less accumulated depreciation and accumulated impairment losses.

(ii) Components of costs

The cost of an item of property, plant and equipment initially recognised includes its purchase price and any cost that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

(b) Depreciation

Depreciation on property, plant and equipment is calculated using the straight-line method to allocate their depreciable amounts over their estimated useful lives as follows:

Useful livesPlant and machinery 2 - 10 yearsMotor vehicles 5 yearsOffice equipment and tools 5 yearsFurnitureandelectricalfittings 5yearsRenovations 3 - 5 yearsLeasehold property Over the terms of lease at 5%Medical equipment 3 – 10 years

The residual values, estimated useful lives and depreciation method of property, plant and equipment are reviewed, and adjusted as appropriate, at each balance sheet date. The effects of any revision are recognised in profit or loss when the changes arise.

Fullydepreciatedproperty,plantandequipmentareretainedinthefinancialstatementsuntiltheyarenolongerinuse.

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2.9 Property, Plant and Equipment (continued)

(c) Subsequent expenditure

Subsequent expenditure relating to property, plant and equipment that has already been recognised is added to the carrying amount of the asset only when it is probable that future economic benefits associated with the item will flow to the entity and the cost of the item can be measured reliably. All other repair and maintenance expenses are recognised in profit or loss when incurred.

(d) Disposal

On disposal of an item of property, plant and equipment, the difference between the disposal proceeds and its carrying amount is recognised in profit or loss within “other gains and losses, net”.

2.10 Leases

(a) When the Group is the lessee:

Lessee – Operating leases

Leases where substantially all risks and rewards incidental to ownership are retained by the lessors are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessors) are recognised in profit or loss on a straight-line basis over the period of the lease.

Contingent rents are recognised as an expense in profit or loss when incurred.

Lessee–Financeleases

Leases where the Group assumes substantially all risks and rewards incidental to ownership of the leased assets are classified as finance leases.

The leased assets and the corresponding lease liabilities (net of finance charges) under finance leases are recognised on the balance sheet as property, plant and equipment and borrowings respectively, at the inception of the leases based on the lower of the fair value of the leased assets and the present value of the minimum lease payments.

Each lease payment is apportioned between the finance expense and the reduction of the outstanding lease liability. The finance expense is recognised in profit or loss on a basis that reflects a constant periodic rate of interest on the finance lease liability.

(b) When the Group is the lessor:

Lessor – Operating leases

Leases where the Group retains substantially all risks and rewards incidental to ownership are classified as operating lease. Rental income from operating leases (net of any incentives given to the lessees) is recognised in profit or loss on a straight-line basis over the lease term.

Initial direct costs incurred by the Group in negotiating and arranging operating leases are added to the carrying amount of the leased assets and recognised as an expense in profit or loss over the lease term on the same basis as the lease income.

Contingent rents are recognised as income in profit or loss when earned.


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2.11 Intangible Assets

(a) Goodwill

Goodwill on acquisitions of subsidiary corporations and businesses, represents the excess of (i) the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over (ii) the fair value of the identifiable net assets acquired. Goodwill on subsidiary corporations is recognised separately as intangible assets and carried at cost less accumulated impairment losses.

Goodwill on acquisition of associated company represents the excess of the cost of the acquisition over the Group’s share of the fair value of the identifiable net assets acquired. Goodwill on associated company is included in the carrying amount of the investments.

Gains and losses on disposals of subsidiary corporations and associated companies include the carrying amount of goodwill relating to the entity sold.

(b) Other intangible assets

Acquired computer software licences are initially capitalised at cost which includes the purchase prices (net of any discounts and rebates) and other directly attributable costs of preparing the asset for its intended use. Costs associated with maintaining the computer software are expensed off when incurred.

Computer software licences are subsequently carried at cost less accumulated amortisation and accumulated impairment losses. These costs are amortised to profit or loss using the straight-line method over their estimated useful lives of 2 to 5 years.

Distribution rights acquired are initially recognised at cost and subsequently carried at cost less accumulated amortisation and accumulated impairment losses. These costs are amortised to profit or loss using the straight-line method over 2 years and 8 years, which is the shorter of their estimated useful lives and period of contractual rights.

Customer relationships are amortised to profit or loss using the straight-line method over their estimated useful lives of 10 years.

The amortisation period and amortisation method of intangible assets, other than goodwill, are reviewed at least at each balance sheet date. The effects of any revision are recognised in profit or loss when the changes arise.

Intangible assets from a business acquisition are capitalised at fair value at the date of acquisition. After initial recognition, an intangible asset is carried at cost less accumulated amortisation and any accumulated impairment losses.

During the year, the Company revised the estimated useful lives of customer relationships from 8 years to 10 years. The revision in estimate has been applied on a prospective basis from 1 April 2018.

For theperiod ended31March2019, the revisionof the estimateduseful liveswasmadeafter reassessment of thefuture economic benefits embodied in the assets and the expected consumption by the Group. The change in estimated useful lives resulted in a decrease in amortisation expense for the financial year and increase in net book value of customer relationships as at 31 March 2019 of approximately S$222,000.

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2.12 Group Accounting

(a) Subsidiary corporations

(i) Consolidation

Subsidiary corporations are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiary corporations are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date control ceases.

In preparing the consolidated financial statements, transactions, balances and unrealised gains on transactions between group entities are eliminated. Unrealised losses are also eliminated but are considered an impairment indicator of the asset transferred. Accounting policies of subsidiary corporations have been changed where necessary to ensure consistency with the policies adopted by the Group.

Non-controlling interests comprise the portion of a subsidiary corporation’s net results of operations and its net assets, which is attributable to the interests that are not owned directly or indirectly by the equity holders of the Company. They are shown separately in the consolidated statement of comprehensive income, statement of changes in equity and balance sheet. Total comprehensive income is attributed to the non-controlling interests based on their respective interests in a subsidiary corporation, even if this results in the non-controlling interests having a deficit balance.

(ii) Acquisitions

The acquisition method of accounting is used to account for business combinations entered into by the Group.

The consideration transferred for the acquisition of a subsidiary corporation or business comprises the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred also includes any contingent consideration arrangement and any pre-existing equity interest in the subsidiary corporation measured at their fair values at the acquisition date.

Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date.

On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree at the date of acquisition either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s identifiable net assets.

The excess of (a) the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previously-held equity interest in the acquiree over the (b) fair value of the identifiable net assets acquired, is recorded as goodwill. Please refer to the paragraph “Intangible assets – Goodwill” for the subsequent accounting policy on goodwill. If those amounts are less than the fair value of the identifiable net assets of the subsidiary corporation acquired and the measurement of all amounts has been reviewed, the differences is recognised in profit or loss as a gain from bargain purchase.


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2.12 Group Accounting (continued)

(a) Subsidiary corporations (continued)

(iii) Disposals

When a change in the Group’s ownership interest in a subsidiary corporation results in a loss of control over the subsidiary corporation, the assets and liabilities of the subsidiary corporation including any goodwill are derecognised. Amounts previously recognised in other comprehensive income in respect of that entity are also reclassified to profit or loss or transferred directly to retained earnings if required by a specific Standard.

Any retained equity interest in the entity is remeasured at fair value. The difference between the carrying amount of the retained interest at the date when control is lost and its fair value is recognised in profit or loss.

Please refer to the paragraph “Investments in subsidiary corporations and associated companies” for the accounting policy on investments in subsidiary corporations in the separate financial statements of the Company.

(b) Transactions with non-controlling interests

Changes in the Group’s ownership interest in a subsidiary corporation that do not result in a loss of control over the subsidiary corporation are accounted for as transactions with equity owners of the Company. Any difference between the change in the carrying amounts of the non-controlling interest and the fair value of the consideration paid or received is recognised within equity attributable to the equity holders of the Company.

(c) Associated companies

Associated companies are entities over which the Group has significant influence, but not control, generally accompanied by a shareholding giving rise to voting rights of 20% and above but not exceeding 50%.

Investments in associated companies are accounted for in the consolidated financial statements using the equity method of accounting less impairment losses, if any.

(i) Acquisitions

Investments in associated companies are initially recognised at cost. The cost of an acquisition is measured at the fair value of the assets given, equity instruments issued or liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Goodwill on associated companies represents the excess of the cost of acquisition of the associated company over the Group’s share of the fair value of the identifiable net assets of the associated company and is included in the carrying amount of the investments.

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2.12 Group Accounting (continued)

(c) Associated companies (continued)

(ii) Equity method of accounting

Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to recognise Group’s share of its associated companies’ post-acquisition profits or losses of the investee in profit or loss and its share of movements in other comprehensive income of the investee’s other comprehensive income. Dividends received or receivable from the associated companies are recognised as a reduction of the carrying amount of the investments. When the Group’s share of losses in an associated company equals to or exceeds its interest in the associated company, the Group does not recognise further losses, unless it has legal or constructive obligations to make, or has made, payments on behalf of the associated company. If the associated company subsequently reports profits, the Group resumes recognising its share of those profits only after its share of the profits equals the share of losses not recognised.

Unrealised gains on transactions between the Group and its associated companies are eliminated to the extent of the Group’s interest in the associated companies. Unrealised losses are also eliminated unless the transactions provide evidence of impairment of the assets transferred. The accounting policies of associated companies are changed where necessary to ensure consistency with the accounting policies adopted by the Group.

(iii) Disposals

Investments in associated companies are derecognised when the Group loses significant influence. If the retained equity interest in the former associated company is a financial asset, the retained equity interest is measured at fair value. The difference between the carrying amount of the retained interest at the date when significant influence is lost, and its fair value and any proceeds in partial disposal, is recognised in profit or loss.

Please refer to the paragraph “Investments in subsidiary corporations and associated companies” for the accounting policy on investments in associated companies in the separate financial statements of the Company.

2.13 Club Memberships

Club memberships were acquired separately and are measured on initial recognition at cost. The cost of club memberships is the fair value as at the date of acquisition. Subsequent to recognition, club memberships are measured at cost less any accumulated impairment losses.

Club memberships are classified as “Other Assets” with indefinite useful lives as club memberships entitle the member to enjoy the club facilities for lifetime. Since they have indefinite useful lives, they are tested for impairment annually or more frequently if the events and circumstances indicate that the carrying value may be impaired either individually or at the cash-generating unit level.

2.14 Investments in Subsidiary Corporations and Associated Companies

Investments in subsidiary corporations and associated companies are carried at cost less accumulated impairment losses in the Company’s balance sheet. On disposal of such investments, the difference between disposal proceeds and the carrying amounts of the investments are recognised in profit or loss.


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2.15 Impairment of Non-Financial Assets

(a) Goodwill

Goodwill recognised separately as an intangible asset is tested for impairment annually and whenever there is indication that the goodwill may be impaired.

Forthepurposeofimpairmenttesting,goodwillisallocatedtoeachoftheGroup’scash-generatingunits(“CGU”)expected to benefit from synergies arising from the business combination.

An impairment loss is recognised when the carrying amount of a CGU, including the goodwill, exceeds the recoverable amount of the CGU. The recoverable amount of a CGU is the higher of the CGU’s fair value less cost to sell and value-in-use.

The total impairment loss of a CGU allocated first to reduce the carrying amount of goodwill allocated to the CGU and then to the other assets of the CGU pro-rata on the basis of the carrying amount of each asset in the CGU.

An impairment loss on goodwill is recognised as an expense and is not reversed in a subsequent period.

(b) Other intangible assets Property, plant and equipment Investments in subsidiary corporations and associated companies

Other intangible assets, property, plant and equipment and investments in subsidiary corporations and associated companies are tested for impairment whenever there is any objective evidence or indication that these assets may be impaired.

For thepurposeof impairment testing, the recoverableamount (i.e. thehigherof the fairvalue lesscost toselland the value-in-use) is determined on an individual asset basis unless the asset does not generate cash inflows that are largely independent of those from other assets. If this is the case, the recoverable amount is determined for CGU to which the asset belongs.

If the recoverable amount of the asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount.

The difference between the carrying amount and recoverable amount is recognised as an impairment loss in profit or loss, unless the asset is carried at revalued amount, in which case, such impairment loss is treated as a revaluation decrease.

An impairment loss for an asset other than goodwill is reversed only if, there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. The carrying amount of this asset is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of any accumulated amortisation or depreciation) had no impairment loss been recognised for the asset in prior years.

A reversal of impairment loss for an asset other than goodwill is recognised in profit or loss, unless the asset is carried at revalued amount, inwhich case, such reversal is treated as a revaluation increase.However, to theextent that an impairment loss on the same revalued asset was previously recognised as an expense, a reversal of that impairment is also recognised in profit or loss.

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2.16 Inventories

Inventories are carried at the lower of cost and net realisable value.

(i) Cost of raw materials and trading goods are determined using the weighted average basis;

(ii) Cost of finished goods and work-in-progress are determined on a specific identification basis. Cost includes cost of direct materials and labour and a proportion of manufacturing overheads based on normal operating capacity; and

(iii) Cost of medical supplies are determined using the first-in, first-out basis.

Net realisable value is the estimated selling price in the ordinary course of business, less estimated cost of completion and applicable variable selling expenses. The amount of any write-down of inventories to net realisable value shall be recognised as an expense in the period the write-down occurs. The amount of any reversal of write-down of inventories, arising from an increase in net realisable value, shall be recognised as a reduction in the amount of inventories recognised as an expense in the period in which the reversal occurs.

2.17 Financial Assets

The accounting for financial assets from 1 April 2018 are as follows:

(a) Classification and measurement

The Group classifies its financial assets in the following measurement categories:

– Amortised cost;

– Fairvaluethroughothercomprehensiveincome(FVOCI);and

– Fairvaluethroughprofitorloss(FVPL).

The classification depends on the Group’s business model for managing the financial assets as well as the contractual terms of the cash flows of the financial asset.

Financialassetswithembeddedderivativesareconsideredintheirentiretywhendeterminingwhethertheircashflows are solely payment of principal and interest.

The Group reclassifies debt instruments when and only when its business model for managing those assets changes.

At initial recognition

At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss.


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2.17 Financial Assets (continued)

The accounting for financial assets from 1 April 2018 are as follows: (continued)

(a) Classification and measurement (continued)

At subsequent measurement

(i) Debt instruments

Debt instruments mainly comprise of cash and cash equivalents, trade and other receivables and debt securities.

There are three subsequent measurement categories, depending on the Group’s business model for managing the asset and the cash flow characteristics of the asset:

• Amortisedcost:Debtinstrumentsthatareheldforcollectionofcontractualcashflowswherethosecash flows represent solely payments of principal and interest are measured at amortised cost. A gain or loss on a debt instrument that is subsequently measured at amortised cost and is not part of a hedging relationship is recognised in profit or loss when the asset is derecognised or impaired. Interest income from these financial assets is included in interest income using the effective interest rate method.

• FVOCI:Debt instruments that are held for collectionof contractual cash flowsand for sale, andwhere the assets’ cash flows represent solely payments of principal and interest, are classified as FVOCI.Movements in fair values are recognised inOtherComprehensive Income (OCI) andaccumulated in fair value reserve, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses, which are recognised in profit and loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss and presented in “Other gains and losses - net”. Interest income from these financial assets is recognised using the effective interest rate method and presented in “interest income”.

• FVPL:Debt instruments thatareheld for tradingaswellas those thatdonotmeet thecriteria forclassification as amortised cost or FVOCI are classified as FVPL.Movement in fair values andinterest income is recognised in profit or loss in the period in which it arises and presented in “Other gains and losses, net.

(ii) Equity investments

The Group subsequently measures all its equity investments at their fair values. Equity investments are classifiedasFVPLwithmovementsintheirfairvaluesrecognisedinprofitorlossintheperiodinwhichthechanges arise and presented in “other credits / charges”, except for those equity securities which are not held for trading. The Group has elected to recognise changes in fair value of equity securities not held for trading in other comprehensive income as these are strategic investments and the Group considers this to bemorerelevant.MovementsinfairvaluesofinvestmentsclassifiedasFVOCIarepresentedas“fairvaluegains / losses” in Other Comprehensive Income. Dividends from equity investments are recognised in profit or loss as “dividend income”.

(b) Impairment

The Group assesses on a forward looking basis the expected credit losses associated with its debt financial assetscarriedatamortisedcostandFVOCI.Theimpairmentmethodologyapplieddependsonwhethertherehasbeen a significant increase in credit risk.

For trade receivables, theGroup applies the simplified approach permitted by the SFRS(I) 9,which requiresexpected lifetime losses to be recognised from initial recognition of the receivables.

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The accounting for financial assets from 1 April 2018 are as follows: (continued)

(c) Recognition and derecognition

Regular way purchases and sales of financial assets are recognised on trade date – the date on which the Group commits topurchaseorsell theasset.Financialassetsarederecognisedwhen the rights to receivecashflowsfrom the financial assets have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership. On disposal of a debt instrument, the difference between the carrying amount and the sale proceeds is recognised in profit or loss. Any amount previously recognised in other comprehensive income relating to that asset is reclassified to profit or loss. On disposal of an equity investment, the difference between the carrying amount and sales proceed is recognised in profit or loss if there was no election made to recognise fair value changes in other comprehensive income. If there was an election made, any difference between the carrying amount and sales proceed amount would be recognised in other comprehensive income and transferred to retained profits along with the amount previously recognised in other comprehensive income relating to that asset.

The accounting for financial assets before 1 April 2018 are as follows:

(a) Classification

The Group classifies its financial assets in the following categories: financial assets at fair value through profit or loss, loans and receivables and available-for sale financial assets. The classification depends on the purpose for which the assets were acquired. Management determines the classification of its financial assets at initial recognition.

(i) Financial assets at fair value through profit or loss

This category has two sub-categories: financial assets held for trading, and those designated at fair value through profit or loss at inception. A financial asset is classified as held for trading if it is acquired principallyforthepurposeofsellingintheshortterm.Financialassetsdesignatedasatfairvaluethroughprofit or loss at inception are those that are managed and their performances are evaluated on a fair value basis, in accordance with a documented Group investment strategy. Derivatives are also categorised as held for trading unless they are designated as hedges. Assets in this category are presented as current assets if they are either held for trading or are expected to be realised within 12 months after the balance sheet date.

(ii) Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are presented as current assets, except for those expected to be realised later than 12 months after the balance sheet date which are presented as non-current assets. Loans and receivables are presented as “Trade and other receivables” and “Cash and cash equivalents” on the balance sheet.

(iii) Available-for sale financial assets

Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories. They are presented as non-current assets unless the investment matures or management intends to dispose of the assets within 12 months after the balance sheet date.

(b) Recognition and derecognition

Regular way purchases and sales of financial assets are recognised on trade date – the date on which the Group commits to purchase or sell the asset.

Financialassetsarederecognisedwhentherightstoreceivecashflowsfromthefinancialassetshaveexpiredorhave been transferred and the Group has transferred substantially all risks and rewards of ownership. On disposal of a financial asset, the difference between the carrying amount and the sale proceeds is recognised in profit or loss. Any amount previously recognised in other comprehensive income relating to that asset is reclassified to profit or loss.


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The accounting for financial assets before 1 April 2018 are as follows: (continued)

(b) Recognition and derecognition (continued)

Trade receivables that are factored out to banks and other financial institutions with recourse to the Group are not derecognised until the recourse period has expired and the risks and rewards of the receivables have been fully transferred. The corresponding cash received from the financial institutions is recorded as borrowings.

(c) Initial measurement

Financial assets are initially recognised at fair value plus transaction costs except for financial assets at fairvalue through profit or loss, which are recognised at fair value. Transaction costs for financial assets at fair value through profit or loss are recognised immediately as expenses.

(d) Subsequent measurement

Available-for-sale financial assets and financial assets at fair value through profit or loss are subsequently carried at fair value. Loans and receivables and held-to-maturity financial assets are subsequently carried at amortised cost using the effective interest method.

Changes in the fair values of financial assets at fair value through profit or loss including the effects of currency translation, interest and dividends, are recognised in profit or loss when the changes arise.

Interest and dividend income on available-for-sale financial assets are recognised separately in income. Changes in the fair values of available-for-sale debt securities (i.e. monetary items) denominated in foreign currencies are analysed into currency translation differences on the amortised cost of the securities and other changes; the currency translation differences are recognised in profit or loss and the other changes are recognised in other comprehensive income and accumulated in the fair value reserve. Changes in the fair values of available-for-sale equity securities (i.e. non-monetary items) are recognised in other comprehensive income and accumulated in the fair value reserve, together with the related currency translation differences.

(e) Impairment

The Group assesses at each balance sheet date whether there is objective evidence that a financial asset or a group of financial assets is impaired and recognises an allowance for impairment when such evidence exists.

(i) Loans and receivables

Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy and default or significant delay in payments are objective evidence that these financial assets are impaired.

The carrying amount of these assets is reduced through the use of an impairment allowance account which is calculated as the difference between the carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. When the asset becomes uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are recognised against the same line item in profit or loss.

The impairment allowance is reduced through profit or loss in subsequent period when the amount of impairment loss decreases and the related decrease can be objectively measured. The carrying amount of the asset previously impaired is increased to the extent that the new carrying amount does not exceed the amortised cost had no impairment been recognised in prior periods.

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The accounting for financial assets before 1 April 2018 are as follows: (continued)

(e) Impairment (continued)

(ii) Available-for-sale financial assets

In addition to the objective evidence of impairment described in Note 2.17(e)(i), a significant or prolonged decline in the fair value of an equity security below its cost is considered as an indicator that the available-for-sale financial asset is impaired. If there is objective evidence of impairment, the cumulative loss that had been recognised in other comprehensive income is reclassified from equity to profit or loss. The amount of cumulative loss that is reclassified is measured as the difference between the acquisition cost (net of any principal repayment and amortisation) and current fair value, less any impairment loss on that financial asset previously recognised in profit or loss. The impairment losses recognised as an expense for an equity security are not reversed through profit or loss in subsequent period.

2.18 Cash and Cash Equivalents

For thepurposeofpresentation in theconsolidatedstatementofcashflows,cashandcashequivalents includecashon hand, deposits with financial institutions which are subject to an insignificant risk of change in value, and bank overdrafts.Bankoverdraftsarepresentedascurrentborrowingsonthebalancesheet.Forcashsubjectedtorestriction,assessment is made on the economic substance of the restriction and whether they meet the definition of cash and cash equivalents.

2.19 Trade and Other Payables

Trade and other payables represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. They are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). Otherwise, they are presented as non-current liabilities.

Trade and other payables are initially recognised at fair value, and subsequently carried at amortised cost using the effective interest method.

2.20 Fair Value Measurement

The fair values of financial instruments that are not traded in an active market are determined by using valuation techniques. The Group uses a variety of methods and makes assumptions based on market conditions that are existing at each balance sheet date. Where appropriate, quoted market prices or dealer quotes for similar instruments are used. Valuation techniques, such as discounted cash flow analysis, are also used to determine the fair values of the financial instruments.

The fair values of current financial assets and liabilities carried at amortised cost approximate their carrying amounts.

2.21 Share Capital and Treasury Shares

Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new ordinary shares are deducted against the share capital account.

When any entity within the Group purchases the Company’s ordinary shares (“treasury shares”), the carrying amount which includes the consideration paid and any directly attributable transaction cost is presented as a component within equity attributable to the Company’s equity holders, until they are cancelled, sold or reissued.

When treasury shares are subsequently cancelled, the cost of treasury shares are deducted against the share capital account if the shares are purchased out of capital of the Company, or against the retained profits of the Company if the shares are purchased out of earnings of the Company.

When treasury shares are subsequently sold or reissued pursuant to an employee share option scheme, the cost of treasury shares is reversed from the treasury share account and the realised gain or loss on sale or reissue, net of any directly attributable incremental transaction costs and related income tax, is recognised in the capital reserve.


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2.22 Borrowing Costs

Borrowing costs are recognised in profit or loss using the effective interest method.

2.23 Financial Guarantees

The Company has issued corporate guarantees to banks for bank borrowings of its subsidiary corporations. These guarantees are financial guarantees as they require the Company to reimburse the banks if the subsidiary corporations fail to make principal or interest payments when due in accordance with the terms of their borrowings.

FinancialguaranteesareinitiallyrecognisedattheirfairvaluesplustransactioncostsintheCompany’sbalancesheet.

Financial guarantees are subsequently amortised to profit or loss over the period of the subsidiary corporations’borrowings, unless it is probable that the Company will reimburse the banks for an amount higher than the unamortised amount. In this case, the financial guarantees shall be carried at the expected amount payable to the banks in the Company’s balance sheet.

Intra-group transactions are eliminated on consolidation.

2.24 Provisions for Other Liabilities and Charges

Provisions for other liabilities and charges are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are not recognised for future operating losses.

A provision is made using best estimates of the amount required in settlement and where the effect of the time value of money is material, the amount recognised is the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised in the statement of comprehensive income as finance expense.

Changes in estimates are reflected in profit or loss in the financial year they occur.

2.25 Offsetting of Financial Instruments

Financial assets and liabilities are offset and the net amount reported in the balance sheetwhen there is a legallyenforceable right to offset and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.

2.26 Borrowings

Borrowings are presented as current liabilities unless the Group has an unconditional right to defer settlement for at least 12 months after the balance sheet date, in which case they are presented as non-current liabilities.

(a) Borrowings

Borrowings are initially recognised at fair value (net of transaction costs) and subsequently carried at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method.

(b) Convertible loans

Convertible loans issued by the Company is classified entirely as financial liabilities designated at fair value through profit or loss as the convertible loan is a hybrid contract carried at fair value. All transaction costs related to financial instruments designated as fair value through profit or loss are expensed as incurred.

Any changes of the fair value as at balance sheet date are recognised in profit and loss.

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2.27 Dividends to Company’s shareholders

Dividends to the Company’s shareholders are recognised when the dividends are approved for payment.

2.28 Derivative Financial Instruments

A derivative financial instrument is initially recognised at its fair value on the date the contract is entered into and is subsequently carried at its fair value. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged.

Fairvaluechangesonderivativesthatarenotdesignatedordonotqualifyforhedgeaccountingarerecognisedinprofitor loss when the changes arise.

3. Critical Accounting Estimates, Assumptions and Judgements

Estimates, assumptions and judgements are continually evaluated and based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

(a) Impairment of trade receivables As at 31 March 2019, the Group’s trade receivables amounted to S$32,495,000 (2018: S$28,331,000).

The Group measured the loss allowance of trade receivables and contract assets at an amount equal to lifetime expected credit losses (“ECL”) using a provision matrix. A considerable amount of judgement is required in assessing the ECL which are determined by referencing to the Group’s historical observed default rates, customers’ ability to pay and adjusted with forward-looking information. At every reporting date the historical observed default rates will be updated and changes in the forward looking estimates will be analysed.

The loss allowance recognised for trade receivables as at 31 March 2019 was approximately S$2,252,000 (2018: S$2,059,000). Details of the loss allowance on trade receivables are disclosed in Note 32(c) to the financial statements.

(b) Valuation of intangible assets and tangible assets/liabilities through business combination

Business combination is accounted for by applying the acquisition method. Purchase price allocation exercise requires a significant amount of management estimation, particularly in relation to the identification and valuation of intangible assets and assignment of their useful lives. Identifiable assets acquired and liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The fair value of such assets and liabilities are estimated by management and independent professional valuer where significant, or using the discounted cash flow method, which requires the Group to make an estimate of the expected future cash flows of the acquired business and choosing a suitable discount rate.

(c) Uncertain tax positions

The Group is subject to income taxes in numerous jurisdictions. In determining the income tax liabilities, management is required to estimate the amount of capital allowances and the deductibility of certain expenses (“uncertain tax positions”) at each tax jurisdiction. The Group recognises liabilities for expected tax issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recognised, such differences will impact the income tax and deferred income tax provisions in the financial period in which such determination is made. The carrying amounts of the Group’s and the Company’s current income tax liabilities at reporting date are S$438,000 and Nil (2018: S$1,000 and Nil) respectively.


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3. Critical Accounting Estimates, Assumptions and Judgements (continued)

(c) Uncertain tax positions (continued)

Deferred income tax assets are recognised for tax losses, capital allowances and donations carried forward to the extent that realisation of the related tax benefits through future taxable profits is probable. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and level of future taxable profits together with future tax planning strategies.

The Group has tax losses, capital allowances and donations carried forward amounting to S$55,347,000 (2018: S$58,765,000), S$2,329,000 (2018: S$3,269,000) and S$153,000 (2018: S$121,000) respectively at the reporting date. These losses and capital allowances relate to subsidiary corporations that have a history of losses and may not be used to offset taxable income elsewhere in the Group. The subsidiary corporations have neither temporary taxable differences nor any tax planning opportunities available that could support the recognition of any of these losses and capital allowances as deferred tax assets. If the Group was able to recognise all unrecognised deferred income tax assets, profit would increase by S$9,381,000 (2018: S$10,567,000).

(d) Classification of associated company

Judgement is required to determine whether the Group has significant influence over an investee. Management reviews the classification of EG Industries Bhd. (“EG”) as an associated company at least annually and also whenever there are any changes to the percentage of shareholdings. The Group is presumed to not have significant influence if they hold, directly or indirectly, less than 20% of the voting power of the investee. The Group currently holds 13.96% of the ordinary shares of EG which is less than 20%. Management has assessed that the Group still has significant influence over EG due to the Group’s voting power (both through its equity holding and its representation on the Board of EG).

4. Related Party Transactions

(a) Related parties other than related companies

There are transactions and arrangements between the Company and related parties and the effects of these on the basis determined between the parties are reflected in these financial statements. The related party balances areunsecuredwithoutfixedrepaymenttermsandinterestunlessstatedotherwise.Foranynon-currentbalancesand financial guarantees, no interest or charge is imposed unless stated otherwise.

Group2019

S$’0002018

S$’000

Sale of goods to related parties 1,986 1,095

Interest charged to an associated company – 27

Interest charged by an associated company 73 32

Other related parties comprise mainly companies which are controlled by the Group’s key management personnel and their close family members.

Outstanding balances at 31 March 2019, arising from sale/purchase of goods and services, are unsecured and receivable/payable within 12 months from balance sheet date and are disclosed in Notes 18 and 29 respectively.

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4. Related Party Transactions (continued)

(b) Key management compensation

Group2019

S$’0002018

S$’000

Salaries, bonuses and other short-term benefits 2,079 1,186

Contributions to defined contribution plan 81 63

Total key management compensation 2,160 1,249

The above amounts are included under employee compensation expense. Included in the above amounts are the following items:

Group2019

S$’0002018

S$’000

Remuneration of directors of the Company 600 662

Keymanagement personnel are directors and thosepersons having authority and responsibility for planning,directing and controlling the activities of the Company, directly or indirectly. The above amounts for key management compensation are for all thedirectors andother keymanagementpersonnel. Further informationabout the remuneration of individual directors is provided in the report on Corporate Governance.

5. Financial Information by Segments

Management has determined the operating segments based on the reports reviewed by the Executive Committee (“Exco”), which is the Group’s Chief Operating Decision Maker, that are used to make strategic decisions. The Exco comprises theNon-ExecutiveDirector, theChief FinancialOfficer, and thedepartment headsof eachbusinesswithineach geographical segment.

The Exco considers the business from both a geographic and business segment perspective. Geographically, management manages and monitors the business in the five primary geographic areas: United States of America, Singapore, Malaysia, People’s Republic of China and Europe. The Group is organised into four major operating segments for the financial year: financial technology, electronic components distribution business unit (“EBU”), mechanical business unit (“MBU”) and aesthetic medical services (“AMS”). Such structural organisation is determined by the nature of risks and returns associated with each business segment and defines the management structure as well as the internal reporting system.


79



5. Financial Information by Segments (continued)

The segments are as follows:

The financial technology segment provides financial services such as crowdfunding to enable users to raise funds for their projects and electronic wallet services granting users an alternate mode of payment.

The EBU segment distributes and acts as a representative for a diversified range of active and passive electronic components throughout the Asia Pacific region.

The MBU segment provides mould design and fabrication services for consumer electronics, household appliances, automotive and computer peripherals, as well as precision plastic injection moulding services for their customers’ finished products.

TheAMSsegmentofferarangeofservicesrelatedtoaestheticenhancements. AMS is a new segment in FY2019through the acquisitions of Aesthetics Medical Group (“AMG”), hence no comparative is disclosed.

“Others” segment includes:

(a) The system and equipment distribution segment provides engineering support services ranging from installation, calibration, integration and testing of systems, applications training to maintenance of systems. This business segment is dormant.

(b) The commodities and resources segment provides supply chain management for natural materials and will be the

driver for the Group’s forward growth through its integrated sourcing, marketing and transportation operations. This business segment is dormant and hence classified as others. This business segment is dormant.

(c) Investment holding segment.

80




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81



5. Financial Information by Segments (continued)

Geographical Information:

The following table provides an analysis of the revenue by geographical market, irrespective of the origin of the goods/services:

Group2019

S$’0002018

S$’000

Singapore 33,614 22,739

Malaysia 16,460 11,135

People’sRepublicofChinaandHongKong 71,063 41,991

India 6,820 13,340

Indonesia 4,700 3,009

Thailand 8,764 5,663

Vietnam 9,692 5,046

United States of America 7,408 4,779

Other countries 8,590 4,789

167,111 112,491

The following is an analysis of the carrying amount of non-current assets, and additions to plant and equipment and intangible assets analysed by the geographical area in which the assets are located:

Group2019

S$’0002018

S$’000

Non-Current Assets:

Singapore 39,844 28,709

Malaysia 926 1,091

Other countries 764 13

41,534 29,813

Capital Expenditure:

Singapore 1,351 110

Malaysia 5,403 441

6,754 551

The non-current assets are analysed by the geographical area in which the assets are located.

Revenue of approximately S$23,215,159 (2018: S$12,247,000) is derived from a single external customer. These revenue are attributable to the EBU (2018: EBU) segment.

82




6. Revenue from contracts with customers

The Group derives revenue from the transfer of goods and services over time and at a point in time in the following major product lines and geographical regions. Revenue is attributed to countries by location of customers.

At a point in time Over time TotalS$’000 S$’000 S$’000

2019EBU

- United States of America 7,408 – 7,408- People’s Republic of China 71,037 – 71,037- India 6,820 – 6,820- Asean

- Singapore 21,573 – 21,573- Malaysia 10,724 – 10,724- Indonesia 582 – 582- Thailand 8,764 – 8,764- Vietnam 9,692 – 9,692- Other countries 8,425 – 8,425

145,025 – 145,025MBU

- Singapore 7,961 563 8,524- Malaysia 5,648 88 5,736- Indonesia 4,118 – 4,118- Other countries 57 231 288

17,784 882 18,666AMS

- Singapore – 3,420 3,420162,809 4,302 167,111

2018EBU

- United States of America 4,779 – 4,779

- People’s Republic of China 41,931 – 41,931

- India 13,340 – 13,340

- Asean

- Singapore 21,052 – 21,052

- Malaysia 6,812 – 6,812

- Indonesia 3,009 – 3,009

- Thailand 5,663 – 5,663

- Vietnam 5,046 – 5,046

- Other countries 4,663 – 4,663

106,295 – 106,295

MBU

- Singapore 1,616 70 1,686

- Malaysia 4,212 108 4,320

- Other countries 147 43 190

5,975 221 6,196

112,270 221 112,491


83



7. Other gains and losses, net

Group2019

S$’0002018

S$’000

Impairment loss on trade and other receivables (Note 18) (307) (445)

Bad debts written off – trade and other receivables (15) (910)

Sale of scrap and other materials 99 –

Gain from bargain purchase (Note 3(i)(c)) 1,124 5,550

Dividend income from financial assets, at fair value through other comprehensive income 9 17

Foreignexchangeadjustmentsgains–net (34) 3,313

(Loss)/gain on disposal of property, plant and equipment (1) 237

Fairvaluegainonaderivativefinancialinstrument – 258

Fairvaluegainonafinancialliabilityfairvaluethroughprofitorloss 1,151 804

Government grants

- Productivity and Innovation Credit bonus 1 –

- Wage Credit Scheme 18 19

- Special Employment Credit 11 1

- Temporary Employment Credit 4 6

Interest income - convertible loan issued by a subsidiary corporation – 27

Interest income from bank deposits 93 42

Interest income from other receivables – 16

Other payables written off – 55

Loss on remeasurement of previously held interest in associated company – (3,581)

Miscellaneous (losses)/income (149) 84

2,302 5,493

84




8. Expenses by Nature

Group2019

S$’0002018

S$’000

Purchase of inventories 148,428 106,833

Amortisation of intangible assets (Note 14) 1,957 1,980

Depreciation of property, plant and equipment (Note 13) 962 496

Directors’ fee: - directors of the company 105 153

- directors of subsidiary corporation 159 142

Commission expense 750 314

Donations 26 8

Employee compensation (Note 9) 11,866 5,473

Feesonauditservicespaid/payableto:

- Auditor of the company 129 101

- Other auditors* 197 154

Feesonnon-auditservicespaid/payabletoauditorofthecompany 33 33

Freightcharges 649 623

Inventories written off – 279

Impairment loss on intangible assets 14 –

Packing materials 73 113

Professional fees 1,147 552

Rental expense on operating leases 969 109

Travelling, transportation and equipment 745 811

Utilities 1,576 444

Workshop repairs and maintenance 661 292

Other expenses 2,474 1,581

Changes in inventories (5,382) (2,727)

Total cost of sales, marketing and distribution and administrative expenses 167,538 117,764

* Includes the member firms of Nexia International network

9. Employee Compensation

Group2019

S$’0002018

S$’000

Employee compensation including directors:

- Salaries, bonuses and other short-term benefits 10,470 4,575

- Employer’s contributions to defined contribution plans including Central Provident Fund 852 515

- Other short-term benefits 544 383

11,866 5,473


85



10. Finance Costs

Group2019

S$’0002018

S$’000

Accretion of interest-free other receivables (Note 18) – 124

Interest expense – convertible loan 320 320

Interest expense – bank overdraft and bank loans 965 395

Interest expense – related party 74 32

Interest expense – finance lease liabilities 3 –

1,362 871

11. Income Taxes

(a) Income tax expense/(credit)

Group2019

S$’0002018

S$’000

Tax credit attributable to profit is made up of:

Profit for the financial year:

Current income tax

- Singapore 326 –

-Foreign 36 –

362 –

- Deferred income tax (276) (543)

Under provision in prior years:

- Current income tax 225 4

311 (539)

86




11. Income Taxes (continued)

(a) Income tax expense/(credit) (continued)

The tax on the Group’s profit/(loss) before income tax differs from the theoretical amount that would arise using the Singapore standard rate of income tax as follows:

Group2019

S$’0002018

S$’000

Profit/(loss) before tax 1,175 (353)Share of profit of associated companies, net of tax (662) (298)Profit/(loss) before tax and share of profit of an associated companies 513 (651)

Income tax expense/(credit) at the statutory rate 87 (111)Expenses not deductible for tax purposes 841 1,073Income not subjected to tax (718) (1,352)Effect of different tax rates in different countries (2) (15)Deferred tax assets not recognised 536 107Utilisation of previously unrecognised capital allowances and tax losses

(442) (250)

Under provision of tax in prior years 225 4Tax incentive (185) –Others (31) 5Tax expense/(credit) 311 (539)


87



11. Income Taxes (continued)

(b) Deferred tax balance in the balance sheet:

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current income tax assets against current income tax liabilities and when the deferred income taxes relate to the same fiscal authority.

Group Company2019

S$’0002018

S$’0002019

S$’0002018

S$’000

Deferred tax liabilities:Beginning of financial year 1,424 – – –Acquisition of subsidiary corporation 141 1,967 – –Credited to profit or loss (276) (543) – –End of financial year (1,289) 1,424 – –

Unrecognised deferred tax assets:Tax losses 9,409 9,990 6,728 5,749Capital allowances 396 556 57 119Donations 26 21 26 21Total unrecognised deferred tax assets 9,381 10,567 6,811 5,889

The Group has unrecognised tax losses and capital allowances at the balance sheet date which can be carried forward and used to offset against future taxable income subject to meeting certain statutory requirements by those companies with unrecognised tax losses and capital allowances in their respective countries of incorporation. The tax losses and capital allowances have no expiry date except for tax losses and capital allowances amounted to approximately S$11,594,000 and S$108,000 (2018: S$11,436,000 and S$108,000) which can only be carried forward up to 5 and 7 years.

12. Earnings/(Loss) Per Share

Basic and diluted earnings/(loss) per share

Basic and diluted earnings/(loss) per share is calculated by dividing the net profit/(loss) attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding during the financial year.

2019 2018

Net profit/(loss) for the year attributable to the equity holders of the Company (S$’000) 143 (310)

Weighted average number of equity shares issued (’000) 5,442,648 5,272,848

Basic and diluted earnings/(loss) per share (in SGD cents) 0.003 (0.006)

There were no potential dilutive ordinary shares for the financial years ended 31 March 2019 and 2018.

88




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90




13. Property, Plant and Equipment (continued)

CompanyPlant and machinery

S$’000Cost:

At 1 April 2017 261

Currency translation differences (16)

At 31 March 2018 245

At 31 March 2019 245

Accumulated depreciation:

At 1 April 2017 170

Currency translation differences (12)

Depreciation charge 50

At 31 March 2018 208

Depreciation charge 37At 31 March 2019 245

Net book value:

At 31 March 2018 37

At 31 March 2019 –

14. Intangible Assets

Group Company2019 2018 2019 2018

S$’000 S$’000 S$’000 S$’000

NoteComputer software (a) 74 90 8 –

Distribution rights (a) 4,505 5,525 – –

Customer relationship (a) 7,148 8,034 – –

Goodwill (b) 5,890 – – –

17,617 13,649 8 –


91



14. Intangible Assets (continued)

(a) Computer software, distribution rights and customer relationships

GroupComputer software

Distribution rights

Customer relationships Total

S$’000 S$’000 S$’000 S$’000Cost:At 1 April 2017 73 – – 73Currency translation differences (3) – – (3)Additions 25 – – 25Acquisition of subsidiary corporation (Note 31(ii)(c)) 134 6,587 8,865 15,586At 31 March 2018 229 6,587 8,865 15,681Additions 49 – – 49At 31 March 2019 278 6,587 8,865 15,730

Accumulated amortisation and impairment losses:At 1 April 2017 55 – – 55Currency translation differences (3) – – (3)Amortisation charge (Note 8) 87 1,062 831 1,980At 31 March 2018 139 1,062 831 2,032Amortisation charge (Note 8) 51 1,020 886 1,957Impairment losses 14 – – 14At 31 March 2019 204 2,082 1,717 4,003

Net book value:

At 31 March 2018 90 5,525 8,034 13,649

At 31 March 2019 74 4,505 7,148 11,727

CompanyComputersoftwareS$’000

Cost:At 1 April 2017 34Currency translation differences (2)At 31 March 2018 32Addition 8At 31 March 2019 40

Accumulated amortisation:At 1 April 2017 18Currency translation differences (1)Amortisation charge 15At 31 March 2018 32Amortisation charge *At 31 March 2019 32

Net book value:

At 31 March 2018 –

At 31 March 2019 8* Amount less than S$1,000.

92




14. Intangible Assets (continued)

(b) Goodwill

Group GoodwillS$’000

Cost:

At 1 April 2018 –

Acquisition of subsidiary corporations (Note 31(i)(c)) 5,890At 31 March 2019 5,890

Goodwill of $5,890,000 is provisionally allocated to the AMS segment where the operations are held in Singapore, which could not be reliably allocated by 31 March 2019 (Note 31(i)(c)). The initial purchase price allocation to identifiable net liabilities acquired is being assessed and expected to be finalised within 12 months from date of acquisition hence the goodwill has not been allocated to the relevant cash-generating unit (“CGU”). The Group has not performed any impairment assessment on this acquisition as the initial allocation of goodwill has not beencompleted.Furthermore, there isno internalandexternal triggeringevents that indicatean impairmentofgoodwill. Therefore, as at 31 March 2019, there is no impairment being provided for.

15. Investments in Subsidiary Corporations

Company2019

S$’0002018

S$’000

Cost 37,985 34,635Less: Allowance for impairment (6,120) (5,823)Net book value 31,865 28,812

Movements during the financial year:

- Beginning of financial year 28,812 355- Additions (Note (a)) 3,350 28,457- Impairment charge (Note (b)) (297) –- End of financial year 31,865 28,812

Movements in allowance for impairment:- Beginning of financial year 5,823 5,823- Impairment charge 297 –- At end of the financial year 6,120 5,823


93



15. Investments in Subsidiary Corporations (continued)

Notes:

(a) Additions

2019

On 13 April 2018, the Company’s wholly owned subsidiary corporation, WE Crowdfunding Pte. Ltd issued additional 50,000 shares for a consideration of S$50,000.

On 1 October 2019, the Company acquired 100% equity interest in four aesthetic medical clinics, namely Accrelist Medical Aesthetics (BM) Pte. Ltd., Accrelist Medical Aesthetics (LOT1) Pte. Ltd., Accrelist Medical Aesthetics (SPC) Pte. Ltd., Accrelist Medical Aesthetics (TPY) Pte. Ltd., collectively known as Aesthetics Medical Group (“AMG”) for total consideration ofS$3,250,000.

On 15 October 2018, the Company’s wholly owned subsidiary corporation, WE Crowdfunding Pte. Ltd issued additional 50,000 shares for a consideration of S$50,000.

2018

On 29 June 2017, the Company exercised its conversion rights of US$8 million convertible loan issued by Jubilee Industries Holdings Ltd. (“Jubilee”) on 7October 2016 into ordinary shares (“loan conversion”). This has resulted in the Company’s shareholding interest to increase from 29.1% to 64.7%, which resulted in the Company obtaining control over Jubilee and its subsidiary corporations (“Jubilee Group”) and therefore the Company accordingly accounted for it as a subsidiary corporation. The additions to the cost of investment relating to the loan conversion amounted to S$17,421,000 comprising of the fair value of the convertible loan (Note 31(ii)(a)) and the related derivative financial instrument as at 29 June 2017 totalling S$13,520,000 (Note 31(ii)(a)) and the fair value of the previously held interest of S$3,901,000 (Note 31(ii)(a)) as at 29 June 2017 representing the cost of investment in Jubilee, then classified as an associated company.

On 21 December 2017, the Company acquired additional 100,000 shares in its wholly owned subsidiary corporation, WE9 Pay Pte. Ltd. for consideration of S$100,000.

On 5 March 2018, the Company subscribed to the rights cum warrants issued by Jubilee and was allotted 231,914,929 ordinary shares for a consideration of S$10,436,000. Consequently, the shareholding interest increased from 64.7% to 71.9%.

On 27 March 2018, the Company acquired additional 500,000 shares in its wholly owned subsidiary corporation, WE Crowdfunding Pte. Ltd. for consideration of S$500,000.

(b) Impairment charge

2019

During the financial year ended 31 March 2019, the Company has impaired the investment in Accrelist Crowdfunding Pte. Ltd. and Accrelist A.I. Tech Pte. Ltd. amounting to S$97,000 and $200,000 respectively.

94





The subsidiary corporations held by the Company and its subsidiary corporations are listed below:

Name of Subsidiary Corporations, Country of Incorporation, Place of Operations and Principal Activities

Proportion of ordinary shares directly held by

parent

Proportion of ordinary shares

held by the Group


held by non-controlling interests

2019 2018 2019 2018 2019 2018% % % % % %

Held by the CompanyWE Components Sdn Bhd (b) 85 85 85 85 15 15(AuditedbySHTham)MalaysiaDistributor and representative of electronic components

and systems and equipment

WE Systems Pte Ltd (a) 100 100 100 100 – –SingaporeEngineering support service, application training and

system maintenance

WesCal Electronics Trading (Shanghai) Co., Ltd (f) 100 100 100 100 – –People’s Republic of ChinaDistributor and representative of electronic components


WE Electronics Co., Ltd (f) 100 100 100 100 – –ThailandDistributor and representative of electronic components


WE Dragon Resources Pte Ltd (a) 100 100 100 100 – –SingaporePetroleum, mining and prospecting services

WE Resources Pte Ltd (a) 100 100 100 100 – –SingaporeIron ore and coal trading

WE Resources Sdn. Bhd. (b) 100 100 100 100 – –(AuditedbySHTham)MalaysiaIron ore and coal trading

Plexus Electronics Inc. (f) 100 100 100 100 – –United States of AmericaDistributor and representative of electronic components


WETechnology(HK)Ltd(f) 100 100 100 100 – –HongKongDistributor and representative of electronic components and systems and equipment

WE Resources (Cambodia) Co. Ltd. (f) 100 100 100 100 – –CambodiaIron ore and coal trading


95






parent


held by the Group



2019 2018 2019 2018 2019 2018% % % % % %

Accrelist Crowdfunding Pte. Ltd. (formerly known as WE Crowdfunding) (a) 100 100 100 100 – –SingaporeFinancialservices

Accrelist A.I. Tech Pte. Ltd. (formerly known as WE9 Pay Pte Ltd) (a) 100 100 100 100 – –SingaporeE-wallet services

Accrelist Medical Aesthetics (BM) Pte. Ltd. (a) 100 – 100 – – –SingaporeAesthetic medical

Accrelist Medical Aesthetics (LOT1) Pte. Ltd. (a) 100 – 100 – – –SingaporeAesthetic medical

Accrelist Medical Aesthetics (SPC) Pte. Ltd. (a) 100 – 100 – – –SingaporeAesthetic medical

AccrelistMedicalAesthetics(TPY)Pte.Ltd. (a) 100 – 100 – – –SingaporeAesthetic medical

JubileeIndustriesHoldingsLtd.(“Jubilee”)(a) – – 65.8 71.9 34.2 28.1SingaporeInvestment holding

Held through Accrelist Medical Aesthetics (BM) Pte. Ltd.

Accrelist Medical Aesthetics (CM) Pte. Ltd. (f) (g) – – 100 – – –SingaporeAesthetic medical

AccrelistMedicalAesthetics(KL)Sdn.Bhd. (f) (g) – – 100 – – –MalaysiaAesthetic medical

Accrelist Medical Aesthetics (Penang) Sdn. Bhd. (f) (g) – – 100 – – –MalaysiaAesthetic medical

96







parent


held by the Group



2019 2018 2019 2018 2019 2018% % % % % %

Held through JubileeJubilee Industries (S) Pte Ltd (a) – – 65.8 71.9 34.2 28.1Singapore Manufacturer and dealer precision plastic and metal

mould

E’moldHoldingPteLtd(a) – – 65.8 71.9 34.2 28.1SingaporeInvestment holding

J Capital Pte Ltd (a) – – 65.8 71.9 34.2 28.1Singapore Investment holding

WE Components Pte Ltd (a) – – 65.8 71.9 34.2 28.1SingaporeTrading in electronic components

WE Total Engineering Sdn Bhd (fka Jubilee Manufacturing Sdn Bhd) (d) – – 65.8 71.9 34.2 28.1MalaysiaManufacturer and dealer of precision plastic and metal mould

E’MoldManufacturing(Kunshan)Co.Ltd(b),(c)

(Audited by Suzhou Jing An Certified Public Accountants Co., Ltd) – – 65.8 71.9 34.2 28.1People’s Republic of ChinaManufacturer and dealer of precision plastic and metal mould

WE Components (Shanghai) Co Ltd (b)

(Audited by Shangzi Certified Public Accountants Co., Ltd) – – 65.8 71.9 34.2 28.1

People’s Republic of ChinaTrading in electronic components

WE Components Co Ltd (b) (AuditedbyBZYAudit(Thailand)Limited) – – 65.8 71.9 34.2 28.1ThailandTrading in electronic components

WEComponents(HongKong)Limited(e) – – 65.8 71.9 34.2 28.1HongKongTrading in electronic components

WE Components (Shenzhen) Co Ltd (f) – – 65.8 71.9 34.2 28.1People’s Republic of ChinaTrading in electronic components


97






parent


held by the Group



2019 2018 2019 2018 2019 2018

% % % % % %

KinWaiTechnologyLtd(e) – – 65.8 71.9 34.2 28.1British Virgin IslandsTrading in electronic components

WE Microelectronics Pte Ltd (a) – – 65.8 71.9 34.2 28.1SingaporeTrading in electronic components

WE Components (Penang) Sdn Bhd (b)

(AuditedbyCroweHorwathMalaysia) – – 65.8 71.9 34.2 28.1MalaysiaTrading in electronic components

WE Components India Pvt Ltd (b)

(Audited by Vasanth & Co) – – 65.8 71.9 34.2 28.1

IndiaTrading in electronic components

WE Components (Penang) Sdn Bhd (b)

(AuditedbyCroweHorwathMalaysia) – – 65.8 71.9 34.2 28.1

Malaysia

Trading in electronic components

WE Components India Pvt Ltd (b)

(Audited by Vasanth & Co) – – 65.8 71.9 34.2 28.1

IndiaTrading in electronic components

HonfoongPlasticIndustriesPte.Ltd. (a) – – 46.0 – 54.0 –Singapore

Manufacturer and dealer of precision plastic and metal mould

HonfoongPlasticIndustriesPte.Ltd. (a) – – 46.0 – 54.0 –Indonesia

Manufacturer and dealer of precision plastic and metal mould

(a) Audited by Nexia TS Public Accounting Corporation, Singapore, a member firm of Nexia International.(b) Audited by other independent auditors other than member firms of Nexia International. Their names are indicated as above.(c) Audited by Nexia TS Public Accounting Corporation, Singapore for consolidation purposes.(d) AuditedbySSYPartnersCharteredAccountants,Malaysia,amemberfirmofNexiaInternational.Forthepurposeofpreparing

consolidated financial statements, financial statements of WE Total Engineering Sdn Bhd have been audited by Nexia TS Public Accounting Corporation.

(e) AuditedbyFanChan&Co,amemberfirmofNexiaInternational.(f) The subsidiary corporation is dormant and is not significant to the Group.(g) Incorporated during the financial year.

98





As required by Rule 715 of the Listing Manual of The Singapore Exchange Securities Trading Limited, the audit committee and the board of directors of the Company have satisfied themselves that the appointment of different auditors for certain of its overseas subsidiary corporations would not compromise the standard and effectiveness of the audit of the consolidated financial statements.

Significant Restrictions Cash and short-term deposits of S$489,000 (2018: S$640,934) are held in the People’s Republic of China and are subject to local exchange control regulations. These local exchange control regulations provide for restrictions on exporting capital from the country, other than through normal dividends.

Carrying value of non-controlling interests

2019S$’000

2018S$’000

JubileeIndustriesHoldingsLtd.(“Jubilee”) 14,728 10,686

WE Components Sdn. Bhd. (with immaterial non-controlling interests) 23 27

14,751 10,713

Summarised financial information of subsidiary corporations with material non-controlling interests

Set out below are the summarised financial information for each subsidiary corporation that has non-controlling interests that are material to the Group. These are presented before inter-company eliminations.

There were no transactions with non-controlling interests for the financial years ended 31 March 2019 and 2018.

Summarised balance sheet

Jubilee Group2019

S$’0002018

S$’000

Current

Assets 65,804 60,495

Liabilities (44,776) (39,080)

Total current net assets 21,028 21,415

Non-current

Assets 21,018 13,984

Liabilities (162) (896)

Total non-current net assets 20,856 13,088

Net assets 41,884 34,503


99




Summarised statement of comprehensive income

Jubilee Group2019

S$’0002018

S$’000

Revenue 163,691 159,954

Profit before income tax 3,342 936

Income tax expense (463) (4)

Net profit 2,879 932

Other comprehensive profit/(loss) 556 (1,556)

Total comprehensive profit/(loss) 3,435 (624)

Total comprehensive income allocated to non-controlling interests 915 138

Summarised cash flows

Jubilee Group2019

S$’0002018

S$’000

Net cash used in operating activities (13,049) (2,268)

Net cash used in investing activities (2,301) (5,511)

Net cash provided by financing activities 11,571 4,807

Deemed disposal of interests in a subsidiary corporation

On 16 May 2018, the Group’s subsidiary corporation, Jubilee, allotted and issued 30,030,000 Placement Shares to an individual at S$1,000,000. Following the completion of thePlacementShares, theGroup’s equity interest in Jubileedecreased from 71.9% to 69.64% as at 16 May 2018. The carrying amount of the non-controlling interests in Jubilee on the date of disposal was net assets of S$9,835,000 (representing 28.11% interest). The net assets represent Jubilee’s financial position before the completion of the Placement Shares. This resulted in an increase in non-controlling interests of S$787,000 and an increase in equity attributable to owners of the Company of S$213,000.

On 31 July 2018, the Group’s subsidiary corporation, Jubilee, allotted and issued 55,555,555 ordinary shares to HonfoongPlastic IndustriesPte. Ltd. (“Honfoong”) for the acquisitionof 70%equity interest inHonfoong. Followingthe completion of the acquisition, the Group’s equity interest in Jubilee decreased from 69.64% to 65.82% as at 31 July 2018. The carrying amount of the non-controlling interests in Jubilee on the date of disposal was net assets of S$11,069,000 (representing 30.36% interest). The net assets represent Jubilee’s financial position before the completion of the Placement Shares. This resulted in an increase in non-controlling interests of S$1,393,000 and an increase in equity attributable to owners of the Company of S$607,000.

100





Deemed disposal of interests in a subsidiary corporation (continued)

The effect of changes in the ownership interest in Jubilee on the equity attributable to owners of the Company during the financial year is summarised as follows:

Group

2019S$’000

Carrying amount of interests in a subsidiary corporation disposed of (2,180)

Deemed consideration received from non-controlling interests 3,000

Increase in equity attributable to owners of the Company 820

16. Investments in Associated Companies

Group Company2019

S$’0002018

S$’0002019

S$’0002018

S$’000

Equity investments at cost – 58

Less: Impairment loss – (58)

Equity investments at net book value – –

Movements during the financial year:

- Beginning of financial year 8,242 8,267 – 8,267

- Currency translation differences (1) 620 – –

- Acquisition of subsidiary corporation (Note 31(ii)(c)) – 6,518 – –

- Additions (Note (a)) 342 870 – –

- Share of profit of associated companies 662 298 – –

- Share of other comprehensive income of associated companies 132 (156) – –

- Disposal (Note (b)) – (8,175) – (8,267)

- End of financial year 9,377 8,242 – –

Notes:

(a) In March 2018, the Group acquired an aggregate of 4,642,500 ordinary shares of the associated company for a cash consideration of S$870,000.

During the financial year ended 31 March 2019, the Group acquired another 2,005,000 ordinary shares of the associated company for a cash consideration of S$342,000.

(b) This represents the carrying amount of the investment in Jubilee which was reclassified to investment in subsidiary corporations following the loan conversion as disclosed in Note 15(a).


101



16. Investments in Associated Companies (continued)

Set out below are the associated companies of the Group as at 31 March 2019 and 2018.

Name of Company, Country of Incorporation, Place of Operations and Principal Activities % of ownership interest

2019 2018

% %

HeldbytheCompany

Syntax-Olevia(FarEast)PteLtd(a) 20.00 20.00

Singapore

Distributor and representative of LCD TV

HeldthroughJubilee

EG Industries Berhad (“EG”) (b) 13.96 13.46

Malaysia

Provision of electronics manufacturing services for electronics, electrical, telecommunications and automotive industries product

(a) The associated company is dormant and is not significant to the Group.(b) AuditedbyUHYCharteredAccountants,Malaysia.

The Group’s investment in EG amounting to S$3,637,000 (2018: S$3,397,000) has been pledged as security for the Group’s margin facility account (Note 27(a)). Under the terms and conditions of the letter of offer, the Group is prohibited from disposing of this investment or subjecting it to further charges without furnishing a replacement security of similar value.

The Group accounts for its investment in EG as an associated company although the Group holds less than 20% of the issued shares of EG as the Group is able to exercise significant influence over the investment due to the Group’s voting power (both through its equity holding held by the Group and executive chairman, and its representation on the Board of EG).

As at 31 March 2019, the fair value based on the quoted price of the Group’s interest in EG, which is listed on the Bursa Malaysia Securities Berhad, was S$5,792,929 (2018: S$4,663,804). The fair value measurement is classified within Level 1 of the fair value hierarchy. Although the fair value of the investment in associated company is lower than its carrying amount, management is of the view that no impairment assessment is required as EG is held for long-term investment and it is unlikely that its recoverable amount would be lower than the carrying amount in view of the positive performance of EG in the current financial year and their recent trend of improving financial results.

There are no contingent liabilities relating to the Group’s interest in the associated companies.

102




16. Investments in Associated Companies (continued)

The summarised financial information in respect of EG, based on its financial statements and reconciliation with the carrying amount of the investment in the consolidated financial statements are as follows:

Summarised balance sheet

EG2019

S$’0002018

S$’000

Current assets 158,112 162,863

Current liabilities (118,867) (116,325)

Non-current assets 74,003 67,019

Non-current liabilities (3,666) (4,465)

Net assets 109,582 109,092

Summarised statement of comprehensive income

EG2019

S$’0002018

S$’000

Revenue 327,230 331,665

Net profit 4,708 5,896

Other comprehensive income/(loss) 948 (4,038)

Total comprehensive income 5,656 1,858

The information above reflects the amounts presented in the financial statements of EG (and not the Group’s share of those amounts), adjusted for differences in accounting policies between the Group and the associated company.


103



17. Other Assets

Group Company2019

S$’0002018

S$’0002019

S$’0002018

S$’000

CurrentDeposits 1,605 682 212 2Prepayments 423 290 – –

2,028 972 212 2Non-currentClub membership 20 20 20 20

18. Trade and Other Receivables

Group Company2019

S$’0002018

S$’0002019

S$’0002018

S$’000

CurrentTrade receivables:Non-related parties 34,470 29,800 – –Less: Loss allowance (2,252) (2,059) – –Subsidiary corporations – – – 1,389Related parties 277 590 – –

32,495 28,331 – 1,389

Other receivables:Subsidiary corporations – – 10,191 14,312Less: Loss allowance – – (1,601) (940)Related parties 102 – – –Advance to suppliers 647 727 – –Other receivables – non-related parties (1) 5,134 6,042 30 65Less: Loss allowance (4,013) (3,878) – –Loan to a subsidiary corporation – – 925 –

1,870 2,891 9,545 13,43734,365 31,222 9,545 14,826

Non-currentOther receivables – non-related party (2) 370 396 – –Loan to a subsidiary corporation – – – 896

370 396 – 896

(1) This mainly pertains to refundable deposits placed to suppliers for the ordering of commodities to meet future demands.

(2) This pertains to the remaining balance of the sales price relating to the sale of equipment to a third party which is unsecured, interest free and repayable in 128 monthly instalments. The Group calculated the present value of the other receivables and discounted using 5.3% market interest rate which resulted in an accretion interest expense of S$124,000 (Note 10).

The other receivables due from subsidiary corporations and related parties are unsecured, interest-free and repayable on demand.

In 2018, the loan to a subsidiary corporation is unsecured with interest of 5% per annum and repayable in full on 6 October 2019.

104




18. Trade and Other Receivables (continued)

The fair values of non-current other receivables are computed based on cash flows discounted at market borrowing rates. The fair values are within level 2 of the fair values hierarchy. The fair values and the market borrowing rates used are as follows:

Fair values Borrowing rates2019

S$’0002018

S$’0002019

%2018

%

Group

Other receivables – third party 370 396 5.3 5.3

Company

Loan to a subsidiary corporation – 866 – 5.3

The movement of the loss allowance is as follows:

Group Company2019

S$’0002018

S$’0002019

S$’0002018

S$’000

Trade receivables:

Beginning of financial year 2,059 1,603 – –

Foreignexchangeadjustments 15 (10) – –

Acquisition of subsidiary corporation – 21 – –

Charged to profit or loss (Note 7) 178 445 – –

End of financial year (Note 32(c)) 2,252 2,059 – –

Other receivables:

Beginning of financial year 3,878 3,818 940 283

Foreignexchangeadjustments 6 (237) – –

Acquisition of subsidiary corporation – 297 – –

Charged to profit or loss (Note 7) 129 – 661 657

End of financial year 4,013 3,878 1,601 940

19. Inventories

Group2019

S$’0002018

S$’000

Raw materials 828 530

Finishedgoods 988 649

Trading goods 18,543 13,798

20,359 14,977

The cost of inventories recognised as an expense and included in “cost of sales” amounted to S$143,046,000 (2018: S$98,253,000).


105



20. Convertible Loan

Group and Company2019

S$’0002018

S$’000

Financial liability

Convertible loan at fair value through profit or loss

- Current 1,231 –

- Non-current – 2,382

On 22 November 2016, the Company entered into a subscription agreement with Singapore Rixin Zhonghe Investment Pte Ltd (“SRZI”), to issue, for S$4,000,000, for 3 years convertible loan, maturing on 21 November 2019 (“Maturity Date”). The convertible loan carries a coupon interest rate of 8% per annum and the Company shall pay the interest to SRZI six months in arrears and the principal sum to be redeemed at Maturity Date.

Under the terms of the subscription agreement, the convertible loan may be converted into ordinary shares of the Company at conversion price based on either 90% of the Volume Weighted Average Price (“VWAP”) to the prevailing market price preceding the date of the Convertible Loan Agreement or 100% of the net assets value per share on the date of conversion at the discretion of the Company at any time before the Maturity Date. Notwithstanding the aforementioned, the conversion price shall at all times not exceed 10.00% discount of market price preceding the date of 2 August 2017.

In accordancewithSFRS(I) 9 Financial Instruments, theCompanyhas assessedanddetermined the convertible loanis not to be bifurcated as the economic characteristics and risks of the embedded derivative are closely related to the economic characteristics and risk of the host contract. Accordingly, the Company has engaged an independent professional valuer to determine the fair value of the convertible loan as at balance sheet date, taking into consideration certain parameters such as the credit rating, spot price, volatility and risk-free rate of the host contract.

Group and Company2019

S$’0002018

S$’000

Carrying amount 1,231 2,382

Amount the company is contractually obligated to pay to the holders of the convertible debentures at maturity 4,000 4,000

Difference between carrying amount and the amount the company is contractually obligated to pay to holders of the debentures at maturity 2,769 1,618

21. Financial Assets, at Fair Value Through Profit or Loss

Group2019

S$’0002018

S$’000

Heldfortrading

-Quotedequitysecurities–Singapore

Beginning of financial year 33 –

Acquisition of subsidiary corporation (Note 31(ii)(c)) – 33

End of financial year 33 33

106




22. Available-For-Sale Financial Assets / Financial Assets, at Fair Value through Other Comprehensive Income

(a) Available-for-sale financial assets

Group2019

S$’0002018

S$’000

Beginning of financial year 1,402 –

ReclassificationonadoptionofSFRS(I)9at1April2018(Note22(b)) (1,402) –

Additions – 2,302

Fairvaluelossesrecognisedinothercomprehensiveincome – (900)

End of financial year – 1,402

Less: Current portion – (1,116)

Non-current portion – 286

(b) Financialassets,atfairvaluethroughothercomprehensiveincome

Group2019

S$’0002018

S$’000

Beginning of financial year – –

ReclassificationonadoptionofSFRS(I)9at1April2018(Note22(a)) 1,402Disposals (1) (120) –

Fairvaluelossesrecognisedinothercomprehensiveincome (258) –

End of financial year 1,024 –

Less: Current portion (934) –

Non-current portion 90 –

(1) During the financial year ended 31 March 2019, the Group disposed listed securities as the underlying investment was no longer aligned with the Group’s long-term investment strategy.

Financial assets, at fair value throughother comprehensive income/available-for-sale financial assets are analysedasfollows:

Group2019

S$’0002018

S$’000

Listed securities – Malaysia

- Equity securities (Note a) 90 286

- Redeemable convertible preference shares (Note b) 934 1,116

1,024 1,402

(a) The Group acquired (i) 250,000 shares in a listed company in Malaysia, a company primarily involved in the manufacturing and marketing of steel coils and (ii) 500,000 shares in a listed company in Malaysia, which is primarily involved in the real estate developments.


107



22. Available-For-Sale Financial Assets / Financial Assets, at Fair Value through Other Comprehensive Income (continued)

(b) On September 2017, the Group participated in the corporate exercise of the associated company and subscribed to the renounceable rights issue of 6,234,154 redeemable convertible preference shares (“RCPS”) on the basis of one (1) RCPS for every four (4) existing shares at an indicative issue price of RM0.95 per RCPS.

Each RCPS may be converted into one (1) new share at a conversion price of RM0.95, which is equivalent to the issue price. The conversion of RCPS will not require any cash payment by the RCPS holders. The conversion price shall be satisfied by surrendering one (1) RCPS for one (1) new share. The RCPS may be converted at any time beginning from the issue date until the maturity date (the day falling five (5) years from the issue date unless the tenure of the RCPS, if permitted by law, is extended by the associated company and the RCPS holders).

The associated company shall have the option to redeem the RCPS in cash at 100% of the issue price, at any time from and including the third anniversary of the issue date up to the date immediately preceding the maturity date. In the event that the RCPS is not converted or redeemed by the maturity date, the RCPS shall be automatically converted into new shares.

The Group has elected to measure the above financial assets at fair value through other comprehensive income due to management’s intention to hold these financial assets for strategic investment purpose.

23. Cash and Cash Equivalents

Group Company2019

S$’0002018

S$’0002019

S$’0002018

S$’000

Cash and bank balances 5,503 8,188 337 466

Fixeddepositspledged 2,176 3,409 1,218 1,173

7,679 11,597 1,555 1,639

Fixeddepositsarepledgedwithfinancialinstitutionstosecurecertainbankingfacilitieswhichwillbeutilisedforworkingcapital of the Group.

For the purpose of presenting the consolidated statement of cash flows, cash and cash equivalents comprise thefollowing:

Group2019

S$’0002018

S$’000

Amount as shown above 7,679 11,597

Fixeddepositspledged (2,176) (3,409)

Bank overdraft (Note 27) (1,741) (442)

Cash and cash equivalents per consolidated statement of cash flows 3,762 7,746

108




24. Share Capital

Numberof shares issued

Share capital

Group ’000 S$’000Ordinary shares of no par value:

At 1 April 2017 5,243,957 70,761

- Issuance of shares in October 2017 at S$0.005 per share 59,259 320

At 31 March 2018 5,303,216 71,081

- Issuance of shares in October 2018 at S$0.005 per share 279,629 1,410At 31 March 2019 5,582,845 72,491

CompanyOrdinary shares of no par value:

At 1 April 2017 5,243,957 111,452

- Issuance of shares in October 2017 at S$0.005 per share 59,259 320

At 31 March 2018 5,303,216 111,772

- Issuance of shares in October 2018 at S$0.005 per share 279,629 1,410At 31 March 2019 5,582,845 113,182

All issued ordinary shares are fully paid. There is no par value for these ordinary shares.

FullypaidordinarysharescarryonevotepershareandcarryarighttodividendsasandwhendeclaredbytheCompany.

The difference in amounts in the Group and the Company is due to the reverse takeover exercise in the past.

The newly issued shares rank pari passu in all respects with the previously issued shares.

Capital management:

In order to maintain its listing on the Singapore Stock Exchange, the Company has to have share capital with at least a free float of at least 10% of the shares. The Company met the capital requirement on its initial listing and the rules limiting treasury share purchases mean it will automatically continue to satisfy that requirement, as it did throughout the year. Management receives a report from the registrars frequently on substantial share interests showing the non-free float to ensure continuing compliance with the 10% limit throughout the financial year.

The objectives when managing capital are to safeguard the Company’s ability to continue as a going concern, so that it can continue to provide returns for owners and benefits for other stakeholders, and to provide an adequate return to owners by pricing the sales commensurate with the level of risk. The management sets the amount of capital to meet its requirements and the risk taken. There were no changes in the approach to capital management during the financial year. The management manages the capital structure and makes adjustments to it where necessary or possible in the light of changes in conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the management may adjust the amount of dividends paid to owners, return capital to owners, issue new shares, or sell assets to reduce debt. Adjusted capital comprises all components of equity (that is, share capital and reserves).


109



24. Share Capital (continued)

The management monitors the capital on the basis of the debt-to-equity ratio. This ratio is calculated as net debt/equity (as shown below). Net debt is calculated as total borrowings (comprising of other financial liabilities and convertible loan) less cash and cash equivalents.

Group Company2019

S$’0002018

S$’0002019

S$’0002018

S$’000

Net debt:All current and non-current borrowings 20,970 8,694 1,231 2,382Less: cash and cash equivalents (7,679) (11,597) (1,555) (1,639)Net debt/(cash) 13,291 (2,903) (324) 743

Equity 55,696 49,004 40,738 41,171

Debt-to-equity ratio 23.9% (5.9%) (0.8%) 1.8%

The Group is in compliance with all externally imposed capital requirements for the financial years ended 31 March 2019 and 2018. The Company is not subject to any externally imposed capital requirements.

25. Other Reserves

Group2019

S$’0002018

S$’000

Foreigncurrencytranslationreserve(Note(a)) 2,245 1,756Fairvaluereserve(Note(b)) (927) (719)Capital reserve (Note c) 820 –

2,138 1,037

(a) Foreign Currency Translation Reserve

Group2019

S$’0002018

S$’000

Beginning of financial year 1,756 3,428Exchange differences on translating foreign operations 623 (1,757)Non-controlling interests (134) 85End of financial year 2,245 1,756

(b) Fair Value Reserve

Group2019

S$’0002018

S$’000

Beginning of financial year (719) –Fairvaluelossonfinancialassetsatfairvaluethroughothercomprehensive

income/available-for-sale financial assets (152) (999)Non-controlling interests (56) 280End of financial year (927) (719)

(c) Capital Reserve

Capital reserves represents excess of deemed consideration received by equity owners of the Company resulting from deemed disposal of interests in a subsidiary corporation (Note 15).

Other reserves are non-distributable.

110




26. Contingencies

(a) Corporate guarantees

(i) The Company has issued corporate guarantees to banks for borrowings of a subsidiary corporation with a net assets position. These bank borrowings amounted to S$1,218,000 (2018: S$1,336,000) at the balance sheet date. The management has evaluated the fair value of the corporate guarantees and is of the view that the consequential benefit derived from its guarantees to the bank with regards to the subsidiary corporation is minimal.

The Company is not required to fulfil any guarantee on the basis of default by the borrowers as at the balance sheet date. The details of the corporate guarantee are disclosed in Note 27(a).

(ii) The Group’s subsidiary corporation has issued an insurance bond to one of its major supplier for better credit limits and terms. The bond is provided with a total guaranteed amount of S$2,172,000 (2018: S$1,963,000).

Management estimated that the fair value of the corporate guarantees is negligible in the view that the consequential benefits to be derived from its guarantee are not material and therefore not recognised. It is considered unlikely that the Company will be held liable as a result of the corporate guarantees since there is no default in the payment of borrowings by the subsidiary corporations to which guarantees are provided.

(b) Financialsupport

The Company and one of its subsidiary corporations provide financial support to certain subsidiary corporations to enable these subsidiary corporations to operate as going concerns and to meet their liabilities as and when they fall due. No liabilities are recognised by the Company and its subsidiary corporation as it is considered unlikely that there will be significant outflows of resources made by the Company as a result of the financial support provided.

27. Other Financial Liabilities

Group2019

S$’0002018

S$’000

Non-current:

Bank loans I (Note (a)) 1,236 1,260

Financeleaseliabilities(Note28) 122 –

Loan from a non-related party 450 –

1,808 1,260

Current:

Bank overdraft (Note 23) 1,741 442

Bank loans II (Note (a)) 16,014 4,534

Bank loans I (Note (a)) 100 76

Financeleaseliabilities(Note28) 76 *

17,931 5,052

19,739 6,312

* Amount less than S$1,000.


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27. Other Financial Liabilities (continued)

Loan from a non-related party is unsecured, interest bearing at 8% per annum and is repayable in full after 3 years from 31 March 2019.

The exposure of the borrowings of the Group to interest rate changes and the contractual repricing dates at the balance sheet date are as follows:

Group2019

S$’0002018

S$’000

12 months or less 19,091 6,312

(a) Security granted

Bank loans I are secured by:

(i) Legal mortgages of leasehold industrial property of a subsidiary corporation (Note 13); and

(ii) Corporate guarantee provided by the Company (Note 26(a) (i)).

Bank loans II include secured liabilities of S$1,522,000 (2018: S$1,522,000) which are secured by the Group’s investment in associated company of S$3,637,000 (2018: S$3,397,000) (Note 16).

Bank overdrafts of the Group are secured by the Company’s bank deposits of S$515,000 (2018: S$507,000), certain bank deposits of S$363,000 (2018: Nil), personal guarantee by the directors of the subsidiary corporations, debenture of the subsidiary corporations and certain leasehold properties of the Group (Note 13).

(b) Fair value of non-current borrowings

Group2019

S$’0002018

S$’000

Bank loans 964 894

Loan from a non-related party 425 –

Financeleaseliabilities 93 –

The fair values above are determined from the cash flow analyses, discounted at market borrowings rates of an equivalent instrument at the balance sheet date which the directors expect to be available to the Group as follows:

Group2019

%2018

%

Bank loans 5.25 5.33

Loan from a non-related party 8.00 –

Financeleaseliabilities 5.25 –

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28. Finance Lease Liabilities

The Group leases certain motor vehicles and medical equipment from non-related parties under finance lease agreements. The lease agreements do not have renewal clauses but provide the Group with options to purchase the leased assets at nominal values at the end of the lease term.

Group2019

S$’0002018

S$’000

Minimum lease payments due:

- Not later than one year 100 *

- Between one to five years 114 –

214 *

Less:Futurefinancecharges (16) *

Present value of finance lease liabilities 198 *

* Amount less than S$1,000.

29. Trade and Other Payables

Group Company2019

S$’0002018

S$’0002019

S$’0002018

S$’000

Trade payables:

Non-related parties 15,557 22,239 – –

Other payables:

Non-related parties 1,724 1,975 927 173

Accrued operating expenses (a) 3,457 1,550 309 506

Advances from customers 782 703 – –

Deposit received from investor – 1,000 – –

Loan from a director 591 2,000 – 2,000

Related party 4,220 1,140 – –

Deferred income 2,208 – – –

12,982 8,368 1,236 2,679

28,539 30,607 1,236 2,679 The amount due to a related party is unsecured, bears interest of 4% per annum and repayable on demand.

Deferred income represents unutilised aesthetics enhancement treatments as at the balance sheet date.

Loan from a director was unsecured, interest-free and was settled during the current financial year.

(a) Included in accrued operating expenses is provision for post employee benefits amounting to S$1,401,000 (31 March 2018: $Nil) which were made available to employees in the Indonesian subsidiary corporation in accordance with the Indonesian Labour Law and management judgement and appraisal of the employees.


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30. Commitments

The Group leases office equipment from non-related parties under non-cancellable operating lease arrangements. The leases have varying terms, escalation clauses and renewal rights.

The future minimum lease payables under non-cancellable operating leases contracted for at the balance sheet date but not recognised as liabilities, are as follows:

Group

2019S$’000

2018S$’000

Not later than one year 1,113 279

Between two and five years 1,149 –

Rental expense for the year 969 109

31. Business Combination

(i) Acquisitions of subsidiary corporations in FY2019

On31 July 2018, theGroup completed the acquisition of 70%equity interest inHonfoongPlastic IndustriesPte.Ltd.(“Honfoong”).TheprincipalactivitiesofHonfoongarethoseofplasticmoulding,PCBassembly,toolingfinishing and plastic precision engineering parts. At the date of acquisition, Honfoong has a 99.98% equityinterestofitssubsidiarycorporation,PTHonfoongPlasticIndustries(“PTHonfoong”).PTHonfoongisprincipallyengaged in the provision of plastic injection moulding components, tool design, fabrication, moulding, printing, painting, sub-assembly and box build project.

On 1 October 2018, the Company completed the acquisition of four aesthetic medical clinics, namely Accrelist Medical Aesthetics (BM) Pte. Ltd., Accrelist Medical Aesthetics (LOT1) Pte. Ltd., Accrelist Medical Aesthetics (SPC)Pte.Ltd.andAccrelistMedicalAesthetics(TPY)Pte.Ltd.,collectivelyknownasAestheticsMedicalGroup(“AMG”). The principal activities of AMG are those of providing cosmetic dermatological solutions using the latest technologies and treatment products.

Details of the considerations transferred, the assets acquired and liabilities assumed, the non-controlling interests recognised and the effects on the cash flows of the Group, at the acquisition date, are as follows:

Honfoong AMGS$’000 S$’000

(a) Purchase consideration

Cash consideration paid 300 2,000

Cash payable 700 –

Fairvalueofshareconsideration 2,000 1,250

Consideration transferred for the business 3,000 3,250

Honfoong AMGS$’000 S$’000

(b) Effect on cash flows of the group

Cash paid (as above) (300) (2,000)

Less: Cash and cash equivalents in subsidiary corporation acquired (1,228) 300

Cash outflow on acquisition (1,528) (1,700)

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31. Business Combination (continued)

(i) Acquisitions of subsidiary corporations in FY2019 (continued)

AMGHonfoong

At fair valueAt provisional

fair valueS$’000 S$’000

(c) Identifiable assets acquired and liabilities assumed

Cash and cash equivalents

- Cash in hand and at banks 19 300

-Fixeddepositswithfinancialinstitutions(pledged) 362 –

Property, plant and equipment (Note 13) 6,640 192

Inventories 1,306 214

Other assets 410 180

Trade and other receivables, net 2,597 50

Total assets 11,334 936

Trade and other payables (1,813) (213)

Borrowings:

- Bank overdrafts (1,247) –

- Revolving loan (500) –

Other financial liabilities (2,514) (41)

Deferred income – (3,310)

Income tax payable (60) –

Deferred income tax liabilities (129) (12)

Total liabilities (6,263) (3,576)

Total identifiable net assets/(liabilities) 5,071 (2,640)

Less: Non-controlling interests at fair value (947) –

Less: Gain on bargain purchase (1,124) –

Add: Provisional goodwill – 5,890

Consideration transferred for the business 3,000 3,250

(d) Acquisition-related costs

Acquisition-related costs of S$8,000 are included in “administrative expenses” in the consolidated statement of comprehensive income and in operating cash flows in the consolidated statement of cash flows.

(e) Non-controlling interests Honfoong

The Group has chosen to recognise the non-controlling interests at its fair value of S$947,000. The fair value was estimated based on market price, referenced from the recent purchase price, and discounted for a lack of control.


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31. Business Combinations (continued)

(i) Acquisitions of subsidiary corporations in FY2019 (continued)

(f) Goodwill

AMG

The Group had recognised a provisional goodwill of S$5,890,000 from the acquisition of AMG. The goodwill is provisionally determined as the Group is still in the midst of assessing the fair value of identified assets acquired and liabilities assumed. The fair value exercise is expected to be finalised within 12 months from date of acquisition hence the goodwill has not been allocated to the respective CGU. If new information obtained within one year from the acquisition date about the facts and circumstances that existed at the acquisition date identifies adjustment to the above amount, or any additional provision and allowances that existed at the acquisition date, the accounting for the acquisition will be adjusted retrospectively.

(g) Acquired receivables

Honfoong The carrying values of trade and other receivables approximate their fair value at the acquisition date.

Management believes that the receivables are collectible, based on historic payment behaviour, credit–worthiness of the customers and forward looking information.

AMG

The fair value of trade and other receivables is S$50,000. The gross contractual amount of other receivables due is S$800,000 which is expected to be uncollectible.

(h) Revenue and profit contribution

Honfoong

The acquired business contributed revenue of S$10,197,000 and net profit of S$554,000 to the Group from1August2018to31March2019.HadHonfoongbeenconsolidatedfrom1April2018,consolidatedrevenue and consolidated net profit for the financial year ended 31 March 2019 would have been S$171,301,000 and S$179,000 respectively.

AMG

The acquired business contributed revenue of S$3,429,000 and net profit of S$884,000 to the Group from 1October2018to31March2019.HadAMGbeenconsolidatedfrom1April2018,consolidatedrevenueand consolidated net profit for the financial year ended 31 March 2019 would have been S$168,977,000 and S$449,000, respectively.

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(ii) Acquisitions of a subsidiary corporation in FY2018

On 29 June 2017, the Company exercised its conversion rights of the US$8 million convertible loan issued by JubileeIndustriesHoldingsLtd. (“Jubilee”)on7October2016.ThishasresultedintheCompany’sshareholdinginterest to increase from 29.1% to 64.7%, which resulted in the Company obtaining control over Jubilee and its subsidiary corporations (“Jubilee Group”) and accordingly accounted for it as a subsidiary corporation.

The acquisition is beneficial to the Group as this is earning accretive and would enable the Group to undertake new lines of business as well as expand its geographical presence.

Details of the consideration transferred, the assets acquired and liabilities assumed, the non-controlling interest recognised and the effects on the cash flows of the Group, at the acquisition date, are as follows:

(a) Purchase consideration S$’000

Cash paid –

Fairvalueofpreviouslyheldinterest 3,901

Fairvalueofconvertibleloan 13,520

Consideration transferred for the business 17,421

The remeasurement to fair value of the Group’s existing 29.1% interest of Jubilee Group resulted in a loss of S$3,581,000. This amount has been recognised in “Other gains and losses, net” (Note 7).

(b) Effect on cash flow of the group S$’000

Cash paid (as above) –

Cash and cash equivalents in subsidiary corporation acquired 4,094

Cash inflow on acquisition 4,094

(c) Identifiable assets acquired and liabilities assumed S$’000

Cash and cash equivalents 4,094

Property, plant and equipment (Note 13) 7,804

Intangible assets (Note 14) 15,586

Investments in associated companies (Note 16) 6,518

Financialassets,atfairvaluethroughprofitorloss(Note21) 33

Inventories 12,857

Other assets 756

Trade and other receivables, net 33,363

Total assets 81,011

Trade and other payables (41,947)

Other financial liabilities (4,612)

Income tax payable (32)

Deferred income tax liabilities (1,968)

Total liabilities (48,559)

Total identifiable net assets 32,452

Less: Non-controlling interests at fair value (9,481)

Less: Gain from bargain purchase (Note 7) (5,550)

Consideration transferred for the business 17,421


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(ii) Acquisitions of a subsidiary corporation in FY2018 (continued)

(d) Acquisition-related costs

Acquisition-related costs of S$9,500 are included in “administrative expenses” in the consolidated statement of comprehensive income and in operating cash flows in the consolidated statement of cash flows.

(e) Non-controlling interests

The Group has chosen to recognise the non-controlling interests at its fair value of S$9,481,000. The fair value was estimated based on number of shares owned by the non-controlling interests multiplied by the share price at acquisition date. This is a Level 1 fair value measurement.

(f) Revenue and profit contribution

The acquired business contributed revenue of S$112,491,000 and net profit of S$1,261,000 to the Group from1July2017 to31March2018.HadJubilee IndustriesHoldingsLtd. and its subsidiarycorporationsbeenconsolidated from 1 April 2017, consolidated revenue and consolidated net loss for the financial year ended 31 March 2019 would have been S$159,954,000 and S$143,000 respectively.

32. Financial Instruments: Information on Financial Risks

(a) Financial risk management

The main purpose for holding or issuing financial instruments is to raise and manage the finances for the Group’s operating, investing and financing activities. The Group is exposed to financial risks such as credit risk, liquidity risk and market risk comprising interest rate, price risk and currency risk. Management has certain practices to manage thefinancial risks.However, thesearenot formallydocumented inwritten form.Theguidelines includethe following:

(i) Minimise interest rate, currency, credit and market risks for all kinds of transactions.

(ii) Maximise the use of “natural hedge”: favouring as much as possible the natural off-setting of sales and costs and payables and receivables denominated in the same currency and therefore put in place hedging strategies only for the excess balance. The same strategy is pursued with regard to interest rate risk.

(iii) All financial risk management activities are carried out and monitored by senior management staff.

(iv) All financial risk management activities are carried out following good market practices.

There have been no changes to the exposures to risk, the objectives, policies and processes for managing the risk and the methods used to measure the risk.

There are no arrangements to reduce such risks exposures through derivatives and other hedging instruments.

(b) Fair Value of Financial Instruments

The table below presents assets and liabilities measured and carried at fair value and classified by level of the following fair value measurement hierarchy:

(a) quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);

(b) inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices) (Level 2); and

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32. Financial Instruments: Information on Financial Risks (continued)

(b) Fair Value of Financial Instruments (continued)

(c) inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3).

Group Level 1 Level 22019 S$’000 S$’000Assets

Financialassetatfairvaluethroughprofitandloss 33 –Financialassets,atfairvaluethroughothercomprehensiveincome 1,024 –

Group and Company2019Liability

Financialliability,atfairvaluethroughprofitorloss – 1,231

Group 2018 Assets

Financialasset,atfairvaluethroughprofitandloss 33 –

Available-for-sale financial assets 1,402 –

Group and Company2018Liability

Financialliability,atfairvaluethroughprofitorloss – 2,382

There were no transfers between level 1 and 2 during the year.

The fair value of financial instruments traded in active markets (such as trading) is based on quoted market prices at the reporting date. The quoted market price used for financial assets held by the Group is the current bid price. These instruments are included in Level 1.

The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. The Group uses a variety of methods and makes assumptions that are based on market conditionsexistingateachbalancesheetdate.Quotedmarketpricesordealerquotesforsimilarinstrumentsare used to estimate fair value for long-term debt for disclosure purposes. These investments are classified as Level 2 and comprise debt investments and derivative financial instrument.

The carrying amounts of current financial assets and financial liabilities carried at amortised cost are assumed to approximate their fair values.


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(c) Credit Risk

Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Group.

Financial assets that are potentially subject to concentrations of credit risk and failures by counterparties todischarge their obligations in full or in a timely manner consist principally of cash and cash equivalents and receivables.

Credit risk on cash balances with banks and any other financial instruments is limited because the counter-parties are entities with acceptable credit ratings. Credit risk on other financial assets is limited because the other parties areentitieswithacceptablecreditratings.Forcreditriskonreceivables,anongoingcreditevaluationisperformedon the financial condition of the debtors and a loss from impairment is recognised in profit or loss. The exposure to credit risk is controlled by setting limits on the exposure to individual customers and these are disseminated to the relevant persons concerned and compliance is monitored by management.

There is no significant concentration of credit risk on customers, as the exposure is spread over a large number of counter-parties and customers unless otherwise disclosed in the notes to the financial statements below.

As the Group and the Company do not hold any collateral, the maximum exposure to credit risk for each class of financial instruments is the carrying amount of that class of financial instruments presented on the balance sheet except as follows:

Group

2019S$’000

2018S$’000

Corporate guarantees provided to banks on subsidiary corporation’s loans (Note 26(a)(i)) 1,218 1,336

Trade receivables

The Group uses a provision matrix to measure the lifetime expected credit loss (“ECL”) allowance for trade receivables.

In measuring the ECL, trade receivables are grouped based on their shared credit risk characteristics and days past due.

In calculating the expected credit loss rates, the Group considers historical loss rates for each category of customers and adjusts to reflect current and forward-looking macroeconomic factors affecting the ability of the customers to settle the receivables.

Trade receivables are written-off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with the Group. The Group categorises trade receivables for potential write-off when the counterparty fails to make contractual payments more than 180 days past due. Where receivables are written-off, the Group continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognised in profit or loss.

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(c) Credit Risk on Financial Assets (continued)

The movements in credit loss allowance are as follows:

Trade receivables

$’000

GroupBalance at 1 April 2018 2,059

Loss allowance recognised in profit or loss during the financial year 200Reversal of loss allowance during the financial year (22)Translation difference 15Balance at 31 March 2019 2,252

TheGroup’screditriskexposureinrelationtotradereceivablesunderSFRS(I)9asat31March2019aresetoutin the provision matrix as follows:

Past due

CurrentWithin

30 days1 to 3

months4 to 6

monthsOver 6 months Total

$’000 $’000 $’000 $’000 $’000 $’000

GroupExpected loss rate – – – – 33%

Trade receivables 21,288 5,526 684 112 6,860 34,470

Loss allowance – – – – (2,252) (2,252)

Financial assets at amortised cost

The Group’s and the Company’s other financial assets recognised at amortised cost mainly comprised of cash and cash equivalents and other receivables.

In determining the ECL, management has taken into account the historical default experience and the financial position of the counterparties, adjusted for factors that are specific to these receivables in estimating the probability of default of each of these other financial assets.

Forthepurposeofimpairmentassessment,lossallowanceisgenerallymeasuredatanamountequalto12-monthECL as there is low risk of default and strong capability to meet contractual cash flows. When the credit quality deteriorates and the resulting credit risk of other financial assets increase significantly since its initial recognition, the 12-month ECL would be replaced by lifetime ECL.

Other financial assets are written-off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of other receivables to engage in a repayment plan with the Group or the Company, and a failure to make contractual payments.


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Financial assets at amortised cost (continued)

The Group and the Company recognised credit loss allowance of S$4,013,000 (2018: S$3,878,000) and S$1,601,000 (2018: S$940,000) respectively against other financial assets, at amortised cost. The management believes that the amounts with no loss allowance provided remains to be collectible, based on historical payment behaviour and credit-worthiness of these receivables.

Financial guarantee contracts

The Company has issued financial guarantees to banks for borrowings of its subsidiary corporation. These guarantees are subject to the impairment requirements of SFRS(I) 9. The Company has assessed that itssubsidiaries have strong financial capacity to meet the contractual cash flow obligations in the near future and hence, does not expect significant credit losses arising from these guarantees.

Previous accounting policy for impairment of financial assets

In FY2018, the impairment of financial assets was assessed based on the incurred loss impairmentmodel.Individual receivables which were known to be uncollectible were written off by reducing the carrying amount directly. The other receivables were assessed collectively, to determine whether there was objective evidence that an impairment had been incurred but not yet identified.

The Group considered that there was evidence if any of the following indicators were present:

– Significant financial difficulties of the debtor;

– Probability that the debtor will enter bankruptcy or financial reorganisation; and

– Default or delinquency in payments

(i) Ageing analysis of the trade receivable amounts that are past due as at the end of financial year but not impaired:

Group Company2018

S$’0002018

S$’000

Trade receivables:

0 – 60 days 6,245 –

61 to 90 days 808 –

Over 90 days 6,922 1,389

Total 13,975 1,389

(ii) Ageing analysis as at the end of financial year of trade receivable amounts that are impaired:

Group Company2018

S$’0002018

S$’000

Trade receivables:

Over 90 days 2,059 –

The allowance which is disclosed in the note on trade receivables is based on individual accounts totalling S$2,059,000 that are determined to be impaired at the end of the financial year. These are not secured.

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Previous accounting policy for impairment of financial assets (continued) Financial assets that are neither past due nor impaired

Financialassetsthatareneitherpastduenorimpairedaremainlydepositswithbankswithhighcredit-ratings.Tradereceivables that are neither past due nor impaired are substantially companies with a good collection track record with the Group and Company.

Other than the above, there are no credit loss allowance for other financial assets at amortised costs as at 31 March 2018.

(d) Liquidity Risk

Liquidity risk refers to the difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. Management maintain sufficient cash and marketable securities to meet obligations when due. It is expected that all the liabilities will be paid at their contractual maturity. The average credit period taken to settle trade payables is approximately 60 days (2018: 60 days). The other payables are with short-term durations.

The table below analyses non-derivative financial liabilities of the Group and the Company into relevant maturity groupings based on the remaining period from the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying amounts as the impact of discounting is not significant:

GroupLess than

1 year1 - 2years

2 - 5years

Over 5years Total

S$’000 S$’000 S$’000 S$’000 S$’00031 March 2019

Trade and other payables 25,549 – – – 25,549Convertible loan 4,373 – – – 4,373Other financial liabilities 17,931 224 1,051 657 19,863

47,853 224 1,051 657 49,785

31 March 2018

Trade and other payables 29,904 – – – 29,904

Convertible loan 320 4,206 – – 4,526

Other financial liabilities 5,052 147 442 1,118 6,759

35,276 4,353 442 1,118 41,189


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(d) Liquidity Risk (continued)

CompanyLess than

1 year1 - 2years

2 - 5years

Over 5years Total

S$’000 S$’000 S$’000 S$’000 S$’000

31 March 2019

Trade and other payables 1,236 – – – 1,236Financialguaranteecontract 1,218 – – – 1,218Convertible loan 4,373 – – – 4,373

6,827 – – – 6,827

31 March 2018

Trade and other payables 2,679 – – – 2,679

Financialguaranteecontract 1,336 – – – 1,336

Convertible loan 320 4,206 – – 4,526

4,335 4,206 – – 8,541

The Group has undrawn borrowing facilities amounting to S$1,631,000 as at year ended 31 March 2019 (2018: Nil).

(e) Cash flow and fair value interest rate risks

Cash flow interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because ofchanges inmarket interestrates.Fairvalue interestrisk is theriskthat thefairvalueofafinancial instrumentwill fluctuate due to changes in market interest rates. The interest rate risk exposure is mainly from non-current variable rate borrowings. The interest rate risk from financial assets including cash balances is not significant. The following table analyses the breakdown of the significant non-current financial liabilities at variable rates:

Group2019

S$’0002018

S$’000

Bank loans I 1,236 1,260

If the interest rates increase/decrease by 1% (2018: 1%) with all other variables including tax rate being held constant, net profit of the Group would have been lower/higher by S$12,000 (2018: S$13,000).

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(f) Foreign Currency Risks

Entities in the Group provide services and sell goods in several countries, and as a result, transact in currencies other than their respective functional currencies (“foreign currencies”).

Currency risk arises within entities in the Group when transactions are denominated in foreign currencies such asUnitedStatesDollar (“USD”) andRinggitMalaysia (“MYR”). Tomanage the currency risk, theGroup relieson natural hedging as a risk management tool and does not enter into derivative foreign exchange contracts to hedge its foreign currency risk.

In addition, the Group is also exposed to currency translation risk to the net assets of the Group’s foreign operations. Currency exposure to the net assets of the Group’s foreign operations in China and Malaysia are managed primarily through funding from subsidiary corporations of the Group.

The Group’s currency exposure based on the information provided to key management is as follows:

USD SGD MYR Others TotalS$’000 S$’000 S$’000 S$’000 S$’000

As at 31 March 2019

Financial assetsCash and cash equivalents 3,407 2,587 434 1,251 7,679Trade and other receivables 28,687 3,823 1,361 217 34,088Financialassets,atfairvalue

through profit and loss – 33 – – 33Financialassets,atfairvalue

through other comprehensive income – 1,024 – – 1,024

Other assets 1 1,120 209 275 1,605Inter-company balances 14,326 38,002 53 8,006 60,387

46,421 46,589 2,057 9,749 104,816

Financial liabilitiesOther financial liabilities (13,767) (4,141) (1,831) – (19,739)Financialliability,fairvaluethrough

profit or loss– (1,231) – – (1,231)

Trade and other payables (14,859) (9,993) (1,425) (1,480) (27,757)Inter-company balances (14,326) (38,002) (53) (8,006) (60,387)

(42,952) (53,367) (3,309) (9,486) (109,114)

Net financial assets/(liabilities) 3,469 (6,778) (1,252) 263 (4,298)Less: Net financial liabilities/(assets)

denominated in the respective entities’ functional currencies (1,293) 6,778 (522) (235) 4,728

Currency exposure 2,176 – (1,774) 28 430


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(f) Foreign Currency Risks (continued)

The Group’s currency exposure based on the information provided to key management is as follows (continued):

USD SGD MYR Others TotalS$’000 S$’000 S$’000 S$’000 S$’000

As at 31 March 2018

Financial assetsCash and cash equivalents 6,538 2,486 1,161 1,412 11,597

Trade and other receivables 27,407 1,522 1,558 404 30,891

Financialassetatfairvaluethroughprofit and loss – 33 – – 33

Available-for-sale financial assets – – 1,402 – 1,402

Other assets – 426 195 61 682

Inter-company balances 16,198 34,229 132 10,207 60,766

50,143 38,696 4,448 12,084 105,371

Financial liabilitiesOther financial liabilities (3,012) (1,778) (1,522) – (6,312)

Financialliabilityatfairvaluethroughprofit and loss – (2,382) – – (2,382)

Trade and other payables (26,496) (717) (1,736) (955) (29,904)

Inter-company balances (16,198) (34,229) (132) (10,207) (60,766)

(45,706) (39,106) (3,390) (11,162) (99,364)

Net financial assets/(liabilities) 4,437 (410) 1,058 922 6,007

Less: Net financial liabilities/(assets) denominated in the respective entities’ functional currencies 107 801 (1,178) (922) (1,192)

Currency exposure 4,544 391 (120) – 4,815

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The Company’s currency exposure based on the information provided to key management is as follows (continued):

USD SGD TotalS$’000 S$’000 S$’000

As at 31 March 2019

Financial assetsCash and cash equivalents 784 771 1,555Trade and other receivables – 9,545 9,545Other assets – 212 212

784 10,528 11,312

Financial liabilitiesFinancialliability,fairvaluethroughprofitorloss – (1,231) (1,231)Trade and other payables – (1,236) (1,236)

– (2,467) (2,467)

Net financial assets 784 8,061 8,845Less: Net financial assets denominated in the functional currency

of the Company – (8,061) (8,061)Currency exposure 784 – 784

USD SGD TotalS$’000 S$’000 S$’000

As at 31 March 2018

Financial assetsCash and cash equivalents 796 843 1,639

Trade and other receivables 6,845 8,877 15,722

Other assets – 2 2

7,641 9,722 17,363

Financial liabilitiesFinancialliabilitycarriedatfairvalue – (2,382) (2,382)

Trade and other payables – (2,679) (2,679)

– (5,061) (5,061)

Net financial assets 7,641 4,661 12,302

Less: Net financial assets denominated in the functional currency of the Company – (4,661) (4,661)

Currency exposure 7,641 – 7,641


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IftheUSDandMYRchangeagainsttheSGDby3%(2018:3%)withallothervariablesincludingtaxratebeingheld constant, the effects arising from the net financial liability/asset position to the financial performance will be as follows:

Increase/(Decrease) profit after taxGroup Company

2019S$’000

2018S$’000

2019S$’000

2018S$’000

USD against SGD

- Strengthened 65 136 24 229

- Weakened (65) (136) (24) (229)

MYRagainstSGD

- Strengthened (53) (4) – –

- Weakened 53 4 – –

(g) Price Risk

The Group is exposed to equity securities price risk arising from the investments held by the Group which is classified on the balance sheets as financial assets at fair value through profit or loss and financial assets at FVOCI.ThesesecuritiesarelistedinSingaporeandMalaysia.Tomanageitspriceriskarisingfrominvestmentinequity securities, the Group diversifies with the limits set by the Board of Directors.

If price for equity securities listed in Malaysia had changed by 10% with all other variables including tax rate being held constant, the effects on other comprehensive income would have been:

Group

2019S$’000

2018S$’000

Listed in Malaysia

- increased by 102 140

- decreased by (102) (140)

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(h) Financial instrument by categories

The following table summarises the carrying amount of financial assets and liabilities recorded at the end of the financial year:

Group Company2019

S$’0002018

S$’0002019

S$’0002018

S$’000

Financialassets

Loans and receivables – 43,170 – 17,363

Financialassets,atamortisedcost 43,372 – 11,320 –

Available-for-sale financial assets – 1,402 – –

Financialassets,atfairvaluethroughothercomprehensive income 1,024 – – –

Financialassetatfairvaluethroughprofitand loss 33 33 – –

44,429 44,605 11,320 17,363

Financialliabilities

Financialliabilitiesatamortisedcost 45,288 36,216 1,236 2,679

Financialliabilitiesatfairvaluethroughprofit and loss 1,231 2,382 1,231 2,382

46,519 38,598 2,467 5,061

Furtherquantitativedisclosuresareincludedthroughoutthesefinancialstatements.

33. Events occurring after balance sheet date

(a) On 30 May 2019, the Group’s subsidiary corporation, Jubilee has announced that Jubilee proposed to undertake a share consolidation of every four existing issued ordinary shares in Jubilee held by shareholders of Jubilee as at a book closure date to be determined by the Directors of Jubilee at a later date into 1 ordinary share in the capital of Jubilee, fractional entitlements is to be disregarded.

(b) On 29 May 2019, the Company has announced that the Company proposed to undertake a share consolidation of every twenty existing issued ordinary shares in Company held by shareholders of Company as at a book closure date to be determined by the Directors at a later date into 1 ordinary share in the capital of Accrelist, fractional entitlements is to be disregarded.


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34. New or Revised Accounting Standards and Interpretations

Below are the mandatory standards, amendments and interpretations to existing standards that have been published, and are relevant for the Group’s accounting periods beginning on or after 1 April 2019 or later periods and which the Group has not early adopted:

Effective for annual period beginning on or after 1 April 2019

(a) SFRS(I) 16 Leases

SFRS(I)16willresultinalmostallleasesbeingrecognisedonthestatementoffinancialposition,asthedistinctionbetween operating and finance leases is removed. Under the new standard, an asset (the right to use the leased item) and a financial liability to pay rentals are recognised. The only exceptions are short-term and low-value leases. The accounting for lessors will not change significantly.

The Group will apply the standard from its mandatory adoption date of 1 April 2019. The Group intends to apply the simplified transition approach and will not restate comparative amounts for the year prior to first adoption. Right-of-use assets for property leases will be measured on transition as if the new rules had always been applied. All other right-of-use assets will be measured at the amount of the lease liability on adoption (adjusted for any prepaid or accrued lease expenses).

(b) SFRS(I) INT 23 Uncertainty Over Income Tax Treatments

The interpretation explains how to recognise and measure deferred and current income tax assets and liabilities where there is uncertainty over a tax treatment. In particular, it discusses:

(i) how to determine the appropriate unit of account, and that each uncertain tax treatment should be

considered separately or together as a group, depending on which approach better predicts the resolution of the uncertainty;

(ii) that the entity should assume a tax authority will examine the uncertain tax treatments and have full knowledge of all related information, i.e. that detection risk should be ignored;

(iii) that the entity should reflect the effect of the uncertainty in its income tax accounting when it is not probable that the tax authorities will accept the treatment;

(iv) that the impact of the uncertainty should be measured using either the most likely amount or the expected value method, depending on which method better predicts the resolution of the uncertainty; and

(v) that the judgements and estimates made must be reassessed whenever circumstances have changed or there is new information that affects the judgements.

The Group does not expect additional tax liability to be recognised arising from the uncertain tax positions on the adoption of the interpretation on 1 April 2019.

These new standards, amendments and interpretations are not expected to have any material impact on the financial statements of the Group.

130


Statistics of Shareholdings At 2 July 2019


Class of shares : Ordinary SharesVoting rights : One vote per ordinary shareNumber of issued shares : 5,303,216,662Treasury Shares : Nil

DISTRIBUTION OF SHAREHOLDERS BY SIZE OF SHAREHOLDINGS AS AT 2 JULY 2019

SIZE OF SHAREHOLDINGS NO. OF SHAREHOLDERS % NO. OF SHARES %

1 – 99 13 0.37 420 0.00

100 – 1,000 248 7.00 145,305 0.00

1,001 – 10,000 271 7.65 1,601,020 0.03

10,001 – 1,000,000 2,568 72.52 712,547,516 12.76

1,000,001 and above 441 12.46 4,868,552,030 87.21

TOTAL 3,541 100.00 5,582,846,291 100.00

TWENTY LARGEST SHAREHOLDERS AS AT 2 JULY 2019

NAME OF SHAREHOLDER NO. OF SHARES % OF SHARES

1 TERENCETEAYEOKKIAN 1,263,789,029 22.64

2 OCBC SECURITIES PRIVATE LTD 943,624,704 16.90

3 DBS NOMINEES PTE LTD 287,703,205 5.15

4 CITIBANKNOMINEESSINGAPOREPTELTD 128,703,000 2.31

5 HSBC(SINGAPORE)NOMINEESPTELTD 110,148,888 1.97

6 UOBKAYHIANPTELTD 96,189,000 1.72

7 MAYBANKKIMENGSECURITIESPTE.LTD 85,129,917 1.52

8 LECKSEOKNOI,RACHEL 83,015,625 1.49

9 UNITEDOVERSEASBANKNOMINEESPRIVATELIMITED 81,243,950 1.46

10 PHILLIPSECURITIESPTELTD 69,291,179 1.24

11 DBSVICKERSSECURITIES(SINGAPORE)PTELTD 67,280,000 1.21

12 CGS-CIMB SECURITIES (SINGAPORE) PTE LTD 66,343,865 1.19

13 TANSIAKLIAN 55,255,080 0.99

14 CHARLESLECKTINHONG 49,265,625 0.88

15 LEE BEE SENG 49,265,625 0.88

16 REFRESHGROUPPTE.LTD. 49,265,625 0.88

17 HOONWEIHOW 28,125,000 0.50

18 KGISECURITIES(SINGAPORE)PTE.LTD 27,373,900 0.49

19 NG SAN SAN 27,300,000 0.49

20 RAFFLESNOMINEES(PTE)LIMITED 24,859,090 0.45

Total: 3,593,172,307 64.36


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Statistics of Shareholdings At 2 July 2019

Substantial Shareholders as at 2 July 2019

No. of Ordinary SharesName Of Shareholders Direct

Interest% Deemed

Interest%

TerenceTeaYeokKian 1,270,003,129(1) 22.75 30,062,000(2) 0.54

EG Industries Berhad 290,790,400(3) 5.21 – –

Notes: -

(1) Inclusiveof967,000ShareswhichareheldthroughCPFinvestmentaccount.

(2) MrTerenceTeaYeokKianisdeemedinterestedinthe30,062,000issuedsharesoftheCompanyheldbyhiswife,MsSimAileen.

(3) EG Industries Berhad’s direct interest of 290,790,400 Shares are held in the name of OCBC Securities Private Ltd.

Free Float

Based on the information available to the Company as at 2 July 2019, approximately 71.50% of the issued ordinary shares of the Company was held in the hands of the public. This is compliance with the Rule 723 of the Listing Manual (Section B: Rules of Catalist)oftheSGX-STwhichrequiresatleast10%ofthelistedissuer’sequitysecuritiestobeheldbythepublic.

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Notice of Annual General Meeting


NOTICE IS HEREBY GIVEN that the Annual General Meeting (“AGM”) of the Company will be held at 10 Ubi Crescent, #02-07UbiTechpark,LobbyA,Singapore408564onFriday,26July2019at2:00p.m. forthepurposeoftransactingthefollowingbusiness:-

AS ORDINARY BUSINESS

1. To receive and adopt theDirectors’Statement and theAuditedFinancial Statements for the financial year ended31March 2019 together with the Auditors’ Report thereon. (Resolution 1)

2. To approve the payment of Directors’ fees of S$180,000 for the financial year ending 31 March 2020, to be paid semi-annuallyinarrears(FY2019:S$180,000). (Resolution 2)

3. To note the retirement of Mr Liu Song who is retiring pursuant to Article 91 of the Company’s Constitution and has decided not to seek for re-election.

4. To re-appoint Messrs Nexia TS Public Accounting Corporation as Auditors of the Company and to authorise the

Directors to fix their remuneration. (Resolution 3)

5. To transact any other business that may be transacted at an annual general meeting.

AS SPECIAL BUSINESS

To consider and, if thought fit, to pass the following as Ordinary Resolutions, with or without modifications:- 6. Ordinary Resolution: General authority to allot and issue shares

“THATpursuanttoSection161oftheCompaniesAct,Chapter50ofSingapore(“Companies Act”) and subject to Rule 806 of the Listing Manual Section B: Rule of Catalist of the Singapore Exchange Securities Trading Limited (the “SGX-ST”) (“Catalist Rules”), authority be and is hereby given to the Directors of the Company to:-

(a) allot and issue shares in the capital of the Company (“Shares”) whether by way of bonus issue, rights issue or otherwise; and/or

(b) make or grant offers, agreements or options (collectively “Instruments”) that might or would require Shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures or other Instruments convertible into Shares; and/or

at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may, in their absolute discretion, deem fit; and (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue Shares in pursuance of any Instrument made or granted by the Directors while this Resolution was in force, provided that:-

(i) the aggregate number of Shares to be issued pursuant to this Resolution (including Shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) shall not exceed 100% of the Company’s total number of issued Shares excluding treasury shares and subsidiary holdings (as calculated in accordance with sub-paragraph (ii) below), of which the aggregate number of Shares to be issued other than on a pro-rata basis to existing shareholders of the Company (including Shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) shall not exceed 50% of the Company’s total number of issued Shares excluding treasury shares and subsidiary holdings (as calculated in accordance with sub-paragraph (ii) below);

(ii) (subject to such manner of calculation as may be prescribed by the Catalist Rules), for the purpose of determining

the aggregate number of Shares that may be issued under sub-paragraph (i) above, the total number of issued Shares (excluding treasury shares and subsidiary holdings) shall be based on the total number of issued Shares (excluding treasury shares and subsidiary holdings) at the time this Ordinary Resolution is passed, after adjusting for:-

(a) new Shares arising from the conversion or exercise of any convertible securities;


133



(b) new Shares arising from exercising share options or vesting of share awards which are outstanding or subsisting at the time this Resolution is passed, provided that the share options or share awards were granted in compliance with Part VIII of Chapter 8 of the Catalist Rules; and

(c) any subsequent bonus issue, consolidation or subdivision of Shares;

(iii) in exercising the authority conferred by this Ordinary Resolution, the Company shall comply with the provisions of theCatalistRules for the timebeing in force (unlesssuchcompliancehasbeenwaivedbySGX-ST)and theConstitution for the time being of the Company; and

(iv) unless revoked or varied by the Company in general meeting, such authority conferred by this Ordinary Resolution shall continue in force until the conclusion of the next annual general meeting of the Company or by the date by which the next annual general meeting of the Company is required by law to be held, whichever is the earlier.”

(See Explanatory Note 1) (Resolution 4)

7. Ordinary Resolution: Authority to grant awards and issue shares under the Accrelist Share Award Scheme

“THATinaccordancewiththeprovisionsoftheAccrelistShareAwardScheme(“Scheme”) and pursuant to Section 161 of the Companies Act, Chapter 50 of Singapore, the Directors of the Company be authorised and empowered to grant awards (“Awards”) and allot and issue from time to time such number of shares in the capital of the Company (“Shares”) as may be required to be issued pursuant to the vesting of the Awards provided always that the aggregate number of Shares to be issued or issuable pursuant to the Scheme and any other shares based schemes of the Company, shall not exceed 15% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) from time to time.”


8. Ordinary Resolution: Proposed Renewal of the Share Buyback Mandate

“THAT:-

(a) for the purposes of the Section B: Rules of Catalist of the listing manual of the Singapore Exchange Securities Trading Limited (the “SGX-ST”) (“Catalist Rules”), the exercise by the Directors of the Company of all the powers of the Company to purchase or otherwise acquire issued ordinary shares in the share capital of the Company (“Shares”) not exceeding in aggregate the Maximum Percentage (as hereafter defined), at such price or prices as may be determined by the Directors of the Company from time to time up to the Maximum Price (as hereafter defined), whether by way of:-

(i) on-market purchases (the “Market Purchase”), transactedon theSGX-STthroughtheSGX-ST’s tradingsystem or, as the case may be, any other stock exchange on which the Shares may for the time being be listed and quoted, through one or more duly licensed dealers appointed by the Company for the purpose; and/or

(ii) off-market purchases (the “Off-Market Purchase”) (if effected otherwise than on the SGX-ST) inaccordance with an equal access scheme(s) as may be determined or formulated by the Directors as they may consider fit, which scheme(s) shall satisfy all the conditions prescribed by the Companies Act, Chapter 50 of Singapore (“Companies Act”) and the Catalist Rules,

andotherwise in accordancewith all other lawsand regulations and rulesof theSGX-STasmay for the timebeing be applicable, be and is hereby authorised and approved generally and unconditionally (the “Share Buyback Mandate”);

134




(b) unless varied or revoked by the Company in a general meeting, the authority conferred on the Directors of the Company pursuant to the Share Buyback Mandate may be exercised by the Directors at any time and from time to time during the period commencing from the date of the passing of this Resolution and expiring on the earliest of:-

(i) the date on which the next AGM is held or required by law to be held;

(ii) the date on which the share buybacks are carried out to the full extent mandated; or

(iii) the date on which the authority contained in the Share Buyback Mandate is varied or revoked.

(c) in this Resolution:-

“Average Closing Price” means the average of the closing market prices of a Share over the last five (5) Market Days (“Market Day” being adayonwhich theSGX-ST is open for trading in securities) onwhich theSharesweretransactedontheSGX-STor,asthecasemaybe,suchsecuritiesexchangeonwhichtheSharesarelistedor quoted, immediately preceding the date of the Market Purchase by the Company or, as the case may be, the date of the making of the offer pursuant to the Off-Market Purchase, and deemed to be adjusted, in accordance withtherulesoftheSGX-ST,foranycorporateactionthatoccursaftertherelevantfive(5)-dayperiod;

“day of the making of the offer” means the day on which the Company announces its intention to make an offer for the purchase or acquisition of Shares from Shareholders, stating the purchase price (which shall not be more than the Maximum Price calculated on the foregoing basis) for each Share and the relevant terms of the equal access scheme for effecting the Off-Market Purchase;

“Maximum Percentage” means that number of issued Shares representing 10% of the total number of issued Shares as at the date of the passing of this Resolution (excluding treasury shares and subsidiary holdings);

“Maximum Price” in relation to a Share to be purchased or acquired, means the purchase price (excluding related expenses of the purchase) which shall not exceed:-

(i) in the case of a Market Purchase, 105% of the Average Closing Price; and

(ii) in the case of an Off-Market Purchase pursuant to an equal access scheme, 120% of the Average Closing Price; and

the Directors of the Company and/or any of them be and are hereby authorised to complete and do all such acts and things (including executing such documents as may be required) as they and/or he may consider expedient or necessary to give effect to the transactions contemplated and/or authorised by this Resolution.”


BY ORDER OF THE BOARD

Lee Wei HsiungLoh Eng Lock KelvinCompany Secretaries

Singapore,11 July 2019


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Explanatory Notes: 1. Ordinary Resolution 4, if passed, will empower the Directors of the Company, from the date of this Annual General Meeting until the

date of the next Annual General Meeting, or the date by which the next Annual General Meeting is required by law to be held or the date such authority is revoked by the Company in a general meeting, whichever is the earliest, to allot and issue Shares and convertible securities in the Company. The aggregate number of shares (including any Shares issued pursuant to the convertible securities) which the Directors may allot and issue under this Resolution will not exceed 100% of the Company’s total number of issued Shares excluding treasury shares and subsidiary holdings, of which up to 50% of the total number of issued Shares excluding treasury shares and subsidiary holdings, in the capital of the Company may be issued other than on a pro-rata basis to existing shareholders.

2. Ordinary Resolution 5, if passed, will empower the Directors of the Company, to grant Awards pursuant to the provisions of the Scheme and allot and issue Shares pursuant to the vesting of the Awards under the Scheme. The Scheme was approved by the shareholders of the Company in the extraordinary general meeting on 25 May 2010. Please refer to the Circular dated 10 May 2010 for further details.

3. Ordinary Resolution 6, if passed, will empower the Directors of the Company, to purchase or otherwise acquire its issued Shares, on the

terms of the Share Buyback Mandate. This authority will continue to be in force until the conclusion of the next annual general meeting of the Company or the expiration of the period within which the next annual general meeting is required by law to be held, whichever is the earlier, unless the authority is previously revoked or varied at a general meeting. Please refer to the Circular dated 11 July 2019 for further details.

Notes:

1. (a) A member who is not a Relevant Intermediary is entitled to appoint not more than two (2) proxies to attend, speak and vote at the AGM. Where such member appoints two (2) proxies, he/she should specify the proportion of his/her shareholding (expressed as a percentage of the whole) to be presented by each proxy in the instrument appointing a proxy or proxies.

(b) A member who is a Relevant Intermediary is entitled to appoint more than two (2) proxies to attend, speak and vote at the AGM, but each proxy must be appointed to exercise the rights attached to a different share or shares held by such member. Where such member appoints more than two (2) proxies, the number and class of shares in relation to which each proxy has been appointed shall be specified in the instrument appointing a proxy or proxies. A proxy need not be a member of the Company.

“Relevant Intermediary” has the meaning ascribed to it in Section 181, Chapter 50 of the Singapore Companies Act.

2. The instrument appointing a proxy or proxies must be under the hand of the appointor or by his/her attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its seal or under the hand of an officer or attorney duly authorised.

3. The instrument appointing a proxy or proxies must be deposited at the Company’s Share Registrar, Tricor Barbinder Share Registration Services at 80 Robinson Road, #11-02, Singapore 068898 not less than 48 hours before the time set for the AGM.

4. An investorwhobuys shares usingCPFmonies (“CPF Investor”) and/orSRSmonies (“SRS Investor”) (asmaybe applicable)mayattendandcasthis/hervote(s)attheAGMinperson.CPFandSRSInvestorswhoareunabletoattendtheAGMbutwouldliketovote,mayinformtheirCPFand/orSRSApprovedNomineestoappointtheChairmanoftheMeetingtoactastheirproxy,inwhichcase,theCPFandSRSInvestorsshallbeprecludedfromattendingtheAGM.

Personal Data Privacy:

By submitting a proxy form appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the AGM and/or any adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of the member’s personal data by the Company (or its agents) for the purpose of the processing and administration by the Company (or its agents) of proxies and representatives appointed for the AGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, proxy lists, minutes and other documents relating to the AGM(including any adjournment thereof), and in order for the Company (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the “Purposes”), (ii) warrants that where the member discloses the personal data of the member’s proxy(ies) and/or representative(s) to the Company (or its agents), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member’s breach of warranty.

This Notice has been prepared by the Company and its contents have been reviewed by the Company’s Sponsor, RHT Capital Pte. Ltd., for compliance with the relevant rules of the Singapore Exchange Securities Trading Limited (“SGX-ST”). The Company’s Sponsor has not independently verified the contents of this Notice. This Notice has not been examined or approved by the SGX-ST and the SGX-ST assumes no responsibility for the contents of this Notice, including the correctness of any of the statements or opinions made or reports contained in this Notice. The contact person for the Sponsor is Mr Shervyn Essex, Registered Professional, RHT Capital Pte. Ltd. at 9 Raffles Place #29-01, Republic Plaza Tower 1 Singapore 048619 telephone (65) 6381 6757.

This page has been intentionally left blank.


&

ACCRELIST LTD.Registration No.: 198600445D(Incorporated in the Republic of Singapore)

ANNUAL GENERAL MEETINGPROXY FORM

*I/We (Name) (*NRIC/Passport No.)

of (Address)

being a *member/members of ACCRELIST LTD. (the “Company”), hereby appoint:

Name Address *NRIC/Passport NumberProportion of Shareholdings

No. of Shares %

*and/or

Name Address *NRIC/Passport NumberProportion of Shareholdings

No. of Shares %

or failing which, the Chairman of the Annual General Meeting of the Company (the “AGM”), as *my/our *proxy/proxies to vote for *me/us on *my/our behalf at the AGM to be held at 10 Ubi Crescent, #02-07 Ubi Techpark, Lobby A, Singapore 408564 on 26 July 2018 at 2.00 p.m. and at any adjournment thereof.

All resolutions put to the vote at the AGM shall be decided by way of poll.

*I/we direct *my/our *proxy/proxies to vote for or against the Resolutions to be proposed at the AGM as indicated hereunder. If no specific directions as to voting are given, the *proxy/proxies will vote or abstain from voting at *his/her/their discretion, as *he/she/they will on any other matter arising at the AGM.

No. ResolutionNo. of shares

For** Against**

1 AdoptionoftheDirectors’StatementandAuditedFinancialStatementsforthefinancialyearended 31 March 2019 together with the Auditors’ Report thereon.

2 Approval of Directors’ fees of S$180,000 for the financial year ending 31 March 2020, to be paidsemi-annuallyinarrears(FY2019:S$180,000).

3 Re-appointment of Messrs Nexia TS Public Accounting Corporation as Auditors and to authorise the Directors to fix their remuneration.

4 Authority to allot and issue new shares.

5 Authority to grant awards and issue shares under the Accrelist Share Award Scheme.

6 To renew Share Buyback Mandate.

Notes:* Please delete accordingly** Ifyouwishtoexerciseallyourvotes“For”or“Against”,pleaseindicatewithan“X”withintheboxprovided.Alternatively,pleaseindicatethe

number of votes as appropriate.

Dated this day of 2019

Total number of Shares held in:

CDP Register

Register of Members

Signature(s) of Member(s) / Common Seal

IMPORTANT: PLEASE READ NOTES OVERLEAF BEFORE COMPLETING THIS PROXY FORM

Important:

1. A relevant intermediary may appoint more than two proxies to attend the Annual General Meeting and vote (please see note 2(a) for the definition of “relevant intermediary’).

2. ForinvestorswhohaveusedtheirCPFmoniestobuytheCompany’sshares, the Annual Report is forwarded to them at the request of their CPF Approved Nominees and is sent solely FOR INFORMATION ONLY.

3. ThisProxyForm isnotvalid forusebyCPFandSRS Investorsandshall be ineffective for all intents and purposes if used or purported to be used by them.

4. CPFandSRSinvestorsarerequestedtocontacttheirrespectiveAgentBans for any queries they may have with regard to their appointment as proxies.

AFFIXSTAMP

The Share RegistrarAccrelist Ltd.

80 Robinson Road#11-02

Singapore 068898

1st fold here

2nd fold here


Notes:

1. Please insert the total number of shares held by you. If you have shares entered against your name in the Depository Register (as definedinSection81SFoftheSecuritiesandFuturesAct,Chapter289),youshouldinsertthatnumber.Ifyouhavesharesregisteredinyour name in the Register of Members of the Company, you should insert that number. If you have shares entered against your name in the Depository Register and shares registered in your name in the Register of Members, you should insert the aggregate number. If no number is inserted, this form of proxy will be deemed to relate to all the shares held by you.

2. (a) A member who is not a relevant intermediary is entitled to appoint not more than two (2) proxies to attend, speak and vote at the AGM. Where such member’s form of proxy appoints more than one (1) proxy, the proportion of his/her shareholding concerned to be represented by each proxy shall be specified in the form of proxy.

(b) A member who is a relevant intermediary is entitled to appoint more than two (2) proxies to attend, speak and vote at the AGM, but each proxy must be appointed to exercise the rights attached to a different share or shares held by such member. Where such member’s form of proxy appoints more than two (2) proxies, the number and class of shares in relation to which each proxy has been appointed shall be specified in the form of proxy.

“Relevant intermediary” has the meaning ascribed to it in Section 181, Chapter 50 of the Singapore Companies Act (the “Act”).

3. A proxy need not be a member of the Company.

4. The instrument appointing a proxy or proxies must be deposited at the Company’s Share Registrar, Tricor Barbinder Share Registration Services at 80 Robinson Road, #11-02, Singapore 068898 not less than 48 hours before the time appointed for the AGM.

5. The instrument appointing a proxy or proxies must be under the hand of the appointor or his/her attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed under its common seal or under the hand of its attorney or a duly authorised officer.

6. Where an instrument appointing a proxy or proxies is signed on behalf of the appointor by an attorney, the letter or power of attorney or a duly certified copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy, failing which the instrument may be treated as invalid.

7. A corporation that is a member may authorise by resolution of its directors or other governing body such person as it thinks fit to act as its representative at the AGM, in accordance with Section 179 of the Act.

8. The submission of an instrument or form appointing a proxy by a member does not preclude him/her from attending and voting in person at the AGM if he/she so wishes.

9. An investorwhobuys shares usingCPFmonies (“CPF Investor”) and/orSRSmonies (“SRS Investor”) (asmaybe applicable)mayattendandcasthis/hervote(s)attheAGMinperson.CPFandSRSInvestorswhoareunabletoattendtheAGMbutwouldliketovote,mayinformtheirCPFand/orSRSApprovedNomineestoappointtheChairmanoftheMeetingtoactastheirproxy,inwhichcase,theCPFandSRSInvestorsshallbeprecludedfromattendingtheAGM.

10. The Company shall be entitled to reject the instrument of proxy which is incomplete, improperly completed, illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument appointing of proxy. In addition, in the case of shares entered in the Depository Register, the Company may reject an instrument of proxy or if the member, being the appointor, is not shown to have shares against his/her name in the Depository Register as at seventy-two (72) hours before the time appointed for holding the AGM, as certified by The Central Depository (Pte) Limited to the Company.

PERSONAL DATA PRIVACY

By submitting an instrument appointing a proxy(ies) and/or representative(s), the member accepts and agrees to the personal data privacy terms set out in the Notice of Annual General Meeting dated 11 July 2019.

The Share RegistrarAccrelist Ltd.

80 Robinson Road#11-02

Singapore 068898


Corporate Information

BOARD OF DIRECTORS Terence Tea Yeok KianExecutive Chairman and Managing Director

Ng Li YongLead Independent Director

Lim Yeow Hua @ Lim You Qin Independent and Non-Executive Director

Liu SongNon-Independent and Non-Executive Director

AUDIT COMMITTEE Chairman – Mr Lim Yeow Hua @ Lim You Qin Member – Mr Ng Li YongMember – Mr Liu Song

REMUNERATION COMMITTEE Chairman – Mr Ng Li Yong Member – Mr Lim Yeow Hua @ Lim You Qin Member – Mr Liu Song

NOMINATING COMMITTEE Chairman – Mr Ng Li YongMember – Mr Terence Tea Yeok KianMember – Mr Lim Yeow Hua @ Lim You Qin

COMPANY SECRETARY Mr Lee Wei HsiungMr Loh Eng Lock Kelvin

REGISTERED OFFICE 10 Ubi Crescent Ubi TechparkLobby E #03-95 Singapore 408564Tel: (65) 6311 2900Fax: (65) 6311 2905Website: www.accrelist.com.sg

CATALIST SPONSOR RHT Capital Pte Ltd9 Raffles Place #29-01Republic Plaza Tower 1Singapore 048619

AUDITORS Nexia TS Public Accounting Corporation100 Beach Road, #30-00 Shaw TowerSingapore 189702Director-in-Charge: Titus Kuan TjianAppointed since financial year ended 31 March 2019

SHARE REGISTRAR Tricor Barbinder Share Registration Services(a division of Tricor Singapore Pte Ltd)80 Robinson Road, #11-02Singapore 068898

PRINCIPAL BANKER Citibank NA8 Marina View #21-00 Asia Square Tower 1Singapore 018960

Standard Chartered Bank (Singapore) Limited6 Battery RoadSingapore 049909


Company Registration No. : 198600445D

10 Ubi Crescent

Ubi Techpark Lobby E #03-95

Singapore 408564

Tel: (65) 6311 2900 | Fax: (65) 6311 2905

annual report - listed companyaccrelist.listedcompany.com/newsroom/20190710_172945_5rj... · 2019....

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