Combine Will International: RESPONSE TO QUESTIONS FROM SINGAPORE EXCHANGE SECURITIES TRADING LIMITED ON THE COMPANY’S ANNUAL REPORT FOR THE YEAR ENDED 31 DECEMBER 2021

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COMBINED WILL INTERNATIONAL HOLDINGS LIMITED 聨志國際控股有限公司

(Incorporated in the Cayman Islands on October 8, 2007)

Company registration number MC-196613

RESPONSE TO SINGAPORE EXCHANGE SECURITIES TRADING LIMITED’S

QUESTIONS ABOUT THE ANNUAL REPORT OF THE SOCIETY FOR THE

YEAR ENDED DECEMBER 31, 2021

The Board of Directors (the “Plank“) of Combine Will International Holdings Limited (the “Company“) would like to respond to comments received on 22 April 2022 from Singapore Exchange Securities Trading Limited (the “SGX-ST“) regarding the annual report of the Company for the financial year ended 31 December 2021 (the “Annual report 2021“).

Capitalized terms used herein, unless otherwise defined, shall have the definitions ascribed to them in the 2021 Annual Report.

Query SGX-ST 1

With reference to the audited consolidated statement of cash flows on page 48 of the Company’s 2021 AR, please provide an explanation of the material difference in the amounts of the following items, compared to the unaudited financial results announcement of the Company for the financial year ended December 31, 2021:-

  • (i) Net cash provided by operating activities of HK$242,636,000 compared to net cash provided by operating activities of HK$217,746,000; and

  • (ii) Net cash used in investing activities of (142,817,000) HK$ compared to net cash used in investing activities of (117,927,000 HK$).

Company response

  • (i) The difference in net cash generated from operating activities between the Company’s audited financial results for the year ended December 31, 2021 (“FY2021“) as disclosed in the Company’s 2021 Annual Report, and the Company’s unaudited financial results for fiscal 2021 as disclosed in the Company’s Unaudited Financial Results for Fiscal 2021 are due to reclassification of financial assets to FVTPL of HK$24,890,000 from investment in operating activities in the Company’s audited financial results for fiscal year 2021. After discussion and final review with the Company’s auditors, said assets financial assets have been reclassified to operating activities taking into account the early repayment of financial assets in October 2021.

    The Company’s management initially viewed the represented financial assets of HK$24,890,000 as a held-to-maturity investment initially launched in early 2021. However, due to the unexpected adverse economic environment, management of the Company had decided to make a redemption on the financial assets in October 2021, which had resulted in the purchase and sale of the financial assets within a year. Thus, in the Company’s audited financial results for fiscal year 2021 as presented in the 2021 Annual Report, financial assets had been reclassified to operating activities instead of investing activities following the announcement of the Company’s unaudited financial results for fiscal year 2021, in accordance with IFRS.

  • (ii) Please refer to the Company’s response to SGX-ST 1(i) above.

Query SGX-ST 2

Listing Rule 1207(18B) provides that “The annual report must contain sufficient information to permit a proper understanding of the performance and financial condition of the issuer and its principal subsidiaries, including at least the following: an explanation of how the issuer has complied with the following:-

  • a) the issuer has appointed an independent function to investigate reports made in good faith;

  • (b) the issuer ensures that the identity of the whistleblower remains confidential;

  • (c) the issuer discloses its commitment to ensure the protection of the whistleblower from harmful or unfair treatment; and

  • (d) the audit committee is responsible for monitoring and following up on whistleblowers.”

Please provide an explanation in accordance with Listing Rule 1207(18B), in particular (a) and (d).

Company response

  • (a) The Company has appointed an independent function to investigate reports made in good faith. All complaints from whistleblowers must be examined in the first instance by the internal audit committee (the “IAC“) of the Company, which will then decide on the cases to be referred to the Audit Committee. The Audit Committee (the “THAT“) will review all whistleblower complaints raised by the IAC at its semi-annual meetings to ensure independent and thorough investigation and adequate follow-up. The AC will then present matters within its purview and its recommendations to the Board of Directors for review and further consideration. Given that the Company did not receive any whistleblower complaints in fiscal year 2021, the Board of Directors decided that it would undertake a full review of the policy of the Company’s whistleblower and SOPs following the Company’s FY2021 Annual General Meeting. In the meantime, all whistleblower complaints (if and when received) would be escalated to the Board and Whistleblowers would also have direct access to the Board, with the company’s lead independent director as the primary point of contact, and an independent function to investigate whistleblowers made in good faith.

  • (b) The IAC and CA shall ensure that the identity of any whistleblower is kept confidential.

  • (c) The Company undertakes to ensure that the whistleblower is protected from harmful or unfair treatment by ensuring that the identity of any whistleblower is kept confidential, unless required by law or other regulatory authority requires it. The Company does not condone whistleblower victimization and will take all necessary steps to ensure that the whistleblower’s job is protected for all reports made in good faith.

  • (d) As mentioned in paragraph (a) above, all whistleblower complaints must first be reviewed by the Company’s IAC, who will then decide which cases to escalate to the CA. The AC will review all whistleblower complaints raised by the IAC at its semi-annual meetings to ensure independent and thorough investigation and adequate follow-up. The Board should then present the matters within its purview and its recommendations to the Board for consideration and action. Given that the Company did not receive any whistleblower complaints during fiscal 2021, the Board of Directors decided that it would undertake a full review of the Company’s whistleblower policy and SOPs following the meeting. Annual General Meeting of the Company for the 2021 financial year. In the meantime, all whistleblower complaints (if and when received) would be forwarded to HQ and whistleblowers would also have direct access to the CA, with the company’s lead independent director as the main point of contact. As such, the CA is responsible for monitoring and following up on whistleblowers.

By order of the council

Chiu Hau Shun, Chairman and CEO of Simon

April 26, 2022

Warning

Combine Will International Holdings Ltd. published this content on April 26, 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unmodified, on April 27, 2022 10:44:05 AM UTC.

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Sales

Net revenue

Net debt

P/E ratio
Yield
Capitalization 150M
18.9 million
19.1M
EV / Sales -1
EV / Sales 0
# of employees 10,000
Floating 19.4%

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