annual report and notice of agm - asx · annual report and notice ... capital traces its roots to a...

Aquaint Capital Holdings Limited ACN 164 440 859[ASX:AQU] Level 19, 1 O’Connell Street

SYDNEY, NSW 2000, AUSTRALIA

ASX Announcement 30 April 2015 The Manager Companies ASX Limited 20 Bridge Street SYDNEY NSW 2000 (109 pages by email) Dear Madam

ANNUAL REPORT AND NOTICE OF AGM

In accordance with Listing Rule 4.7 and 3.17, I attach the Company’s Annual Report for the year ended 31 December 2014 and the Company’s Notice of Annual General Meeting to be held at 11.00 am on 28 May 2015. In accordance with Listing Rule 15.4 two hard copies of the Company’s Annual Report will be delivered to the Company’s Home Exchange. Yours sincerely Raman Bhalla Company Secretary

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Annual Report 2014

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B AQUAINT CAPITAL HOLDINGS LIMITED

1 About Aquaint

2 CEO Statement

4 Directors’ Report

17 Auditor’s Independence Declaration

18 Corporate Governance Statement

27 Consolidated Statement of Profit or Loss and Other Comprehensive Income

28 Consolidated Statement of Financial Position

29 Consolidated Statement of Changes in Equity

30 Consolidated Statement of Cash Flows

31 Notes to the Consolidated Financial Statements

91 Director’s Declaration

92 Independent Auditor’s Report

96 Additional information required by the ASX Listing Rules

99 Notice of Annual General Meeting

Form of Proxy

CONTENTS

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1ANNUAL REPORT 2014

Aquaint Capital is a leading global investment management firm with particular expertise in property related investment strategies. Aquaint Capital traces its roots to a coaching and seminar business, providing financial information to people who attended our seminars to enable them to make better financial decisions. Since inception, the coaching and investment club has grown to over 4,000 Seminar Members, being people who attend investment seminars or attend workshops. These seminars evolved over time into a business whereby we provided seminar members with not just information but also highlighted investment opportunities. We have expanded our capabilities to include complementary investment businesses that build on our knowledge, relationships, and strengths to provide enhanced value to our investors and other key stakeholders.

Aquaint Capital invests its own capital in our investment strategies in addition to offering investment products to its clients based around the same strategies.

As our investment activities have grown, we have continued to allocate significant resources to our internal systems and operations in order to target new opportunities while ensuring we continue to serve our investors. We pay careful attention to our ability to attract and retain talent as we seek to build an enduring institution.

About AQUAINTF

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2 AQUAINT CAPITAL HOLDINGS LIMITED

Dear ShareholdersWe are pleased to report the results of the financial year 2014 including a review of our businesses and financial perfonnance. Based on the solid foundation built over the years, we executed a course of action that has expanded our property investment presence in Malaysia and India and establishment of new business division.

Review of operations and financial resultsDuring the financial year, we completed four share purchase agreement with four Malaysian entities which held purchase option in 2 property assets in Malaysia.

To realise the gain from our property inves tment, we disposed of an investment property in the United Kingdom with a gain of $0.5 million during the financial year.

In order to generate regular income, we launched a new business division Aquaint Management Services to provide property lnanagement services.

Ve acquired two 100% owned subsidiaries which involve in sub-selling a residential and commercial development project and developing a residential property project in Malaysia.

Revenue for the period ended 31 December 2014 amounted to $6.7 million. Over 86% of the revenue generated relating to interest income earned from Aquaint’s investment in property project in India.

Total operating expenses, excluding an impairment and allowance for receivables expenses of $11 .2 million which mainly covers loan and other receivable advanced for property development project in India and Malaysia, for the period were $5.5 million primarily reflecting the increase in administrative expenses, finance cost and other expenses which were offset by a foreign exchange gain of $2.7 million.

The net loss after tax for the period totalled $8 million. However, without the above impairment and allowance expenses, the net profit after tax for the period totalled $3.2 million.

Review of Financial PositionShareholders’ Equity or Net Asset was $29.9 million as at 31 December 2014 reflecting mainly the issued share capital and retained loss of the group.

OutlookThe real estate market in Asia Pacific which is the focused market of Aquaint Group is expected to plato or in 2015 as predicted by a leading global real estate service providers. This presents good opportunity to pick up some potentially good value asset.

We will continue to adopt cautious and feasible commercial practices when leveraging on the growth of real estate transactions so to strengthen our property portfolio and presence in Asia Pacific market.

Our focus moving forward is to acquire cash flowing asset to achieve better income for the coming year.

Acknowledgement and ThanksWe would like to express our heartfelt appreclanon to our shareholders, business partners, investors, amongst others, for their continued support to the Group. We would also like to thank the Board, the management and staff of the Group for their commitment and dedication over the course of the Financial Year.

For and behalf of the Board

Tan Yang PoChairperson and Chief Executive Officer

27 April 2015

CEO StatementF

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3ANNUAL REPORT 2014

AQUAINT CAPITAL HOLDINGS LIMITED & ITS SUBSIDIARIESACN: 164 440 859

FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2014

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Directors’ Report

The Directors of Aquaint Capital Holdings Limited (‘Aquaint Capital’) present their Report together with the financial statements of the consolidated group, being Aquaint Capital Holdings Limited (‘the Company’) and its controlled entities (‘the Group’) for the year ended 31 December 2014.

Director details

The following persons were directors of Aquaint Capital Holdings Limited during or since the end of the financial year.

Director Name Date of appointment Date of resignation

Tan Yang Po 24 June 2013 --Soo Ming Chiang 24 June 2013 --Heather Jane Chong 24 June 2013 --John Bruce Oliver Sampson 24 June 2013 12 December 2014Roy Chung Yee Ling 24 June 2013 --Daniel Tan Gark Bin 15 July 2014 --

Tan Yang Po (“Yang Po”)Chairperson and CEO

Expertise:

Yang Po has been in business for over 26 years with experience in consumer industry.

She started her career as a marketing manager for the Wellcome group, a significant retailer and distributor of fast moving consumer goods. She then rapidly moved up the industry chain and became the force behind the development of Mont Blanc boutiques in Asia (the first region outside Germany) and then the first female director in charge of 22 countries in Asia Pacific for Yves Saint Laurent Beaute.

In 1999 with the backdrop of the Asian economic crisis, she decided to move on to education, in particular on-line education. She became the Managing Director of SkyQuestCom and grew the on-line learning portal revenue from US$3m to US$128m with a network of 55 countries. The on-line education programs included programs on finance and real estate.

In 2009, Yang Po decided that she wanted to grow her own business and established what is now the Aquaint Group.

Directorships of listed entities within the last three years include: Nil

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5ANNUAL REPORT 2014

Soo Ming Chiang (“MC”)Executive Director (Re-designated as Non-Executive Director from 1 March 2015, and will retire from the Board on 1 September 2015)

Expertise:

In 2010, MC joined Yang Po as her business partner and successfully grew the Aquaint Group in Malaysia. Today, the membership of the Aquaint business in Malaysia is larger than its membership in Singapore.

MC has a degree in electronic engineering from the highly respected NTU of Singapore. After obtaining his degree, he worked with what was then one of the world’s largest shipping lines, P&O. He specialized in select software systems. He then joined Tangspac as project manager for Singapore Airline’s new e-commerce initiative. He then established Tangspac in Malaysia and became their country manager.

MC has always been entrepreneurial and interested in property. Whilst at Tangspac he systematically acquired skills which allowed him to establish his own software business and enter into property investing.


Daniel Tan Gark Bin (“Mr Daniel Tan”)Executive Director and Chief Operating Officer

Expertise

A veteran and specialist in corporate real estate asset management having worked with big corporations such as Goodwood Hotels, AIA, Liang Court, Noel Gifts, NatSteel, Chesterton International and Colliers International where he has managed commercial real estate in excess of S$1 billion and development project of S$750 million. He had also worked on regional projects covering London, Australia, Malaysia, Thailand and Singapore. Daniel also lectured at Curtin University, Perth in the field of property development, property market analysis, property management, business valuation and valuation practice.

He has a MSc in Real Estate (National University of Singapore), a BBA, Marketing (RMIT Australia), a Certified Diploma in Accounts & Finance (ACCA, UK) and Member, Royal Institute of Chartered Surveyors.


Directors’ Report

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Heather Jane Chong (“Heather”)Non-executive and Independent Director

Expertise:

Heather is the Chief Executive Officer of Qew Orchards, a large family owned apricot orchard in Tasmania, Australia. She is also an independent director of an ASX listed property development company.

Heather is an accountant by profession and has significant board experience. She sits on a number of corporate and non-profit boards and holds a number of offices in non-profit organisations, including NRM South and Asthma Foundation of Tasmania. Heather is an Alderman on Clarence City Council. She is currently a member of the Australian Institute of Company Directors (Tasmania) Council. Heather also has extensive Asia experience having served as Chief Accountant for one of Hong Kong’s largest construction companies and as a senior executive in the Asian operations of what was then the world’s second largest software house.

Heather holds a B.Sc (Hons) in Psychology and an MBA. Heather is a member of the Institute of Chartered Accountants of England and Wales, and a Fellow of the Australian Institute of Company Directors.

Heather is the recipient of the Rural Industries Research and Development Corporations Rural Women’s Award for Tasmania (2005), the Westpac Group Business Owners Award for Tasmania and the Telstra Tasmania Business Woman of the Year (2003).

Directorships of listed entities within the last three years include:GPS Alliance Holdings Limited (Appointed May 2013)

Professor Roy Chung Yee Ling, CFA (“Prof. Ling”)Non-executive and Independent Director

Expertise

Professor Ling is currently a Managing Director at RL Capital Management and RL Academy. Concurrently, he serves as a Board Director at 6 listed companies across Asia; as an Adjunct Professor in Finance at the EDHEC Business School and as a consultant at RHT Strategic Advisory and RHT Academy.

Prior to RL Capital, Prof. Ling held senior investment banking positions with JPMorgan, Lehman Brothers, Goldman Sachs and Salomon Smith Barney. Prof. Ling is a Chartered Financial Analyst and was a former Board Director of the CFA Society of Japan. He was honored as one of 20 Rising Stars in Real Estate by Institutional Investor in 2008.

Prof. Ling graduated from INSEAD with a Global EMBA and from the National University of Singapore with a Bachelors’ degree in Business Administration.

Directors’ Report

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7ANNUAL REPORT 2014

Directorships of listed entities within the last three years include:

1) JES International Holdings Ltd, Listed on SGX Mainboard (appointed July 2014)

2) China Flexible Packaging Holdings Ltd, Listed on SGX Mainboard (appointed March 2013)

3) Elektromotive Group Ltd, Listed on SGX Catalist (appointed February 2013)

4) ChinaSing Investment Holdings Limited, Listed on SGX Mainboard (appointed April 2012)

5) Vingroup JSC, Listed on Ho Chih Minh Stock Exchange (appointed February 2011)

Group Company Secretaries

Marcelo Mora (appointed on 16 December 2013, resign on 30 April 2015)Marcelo Mora is a company secretary. He graduated with a Bachelor of Business degree from the University of Western Sydney and Graduate Diploma of Applied Corporate Governance, is a Chartered Secretary AGIA (former ACIS). Mr. Mora has been an accountant for more than 25 years in both Australia and internationally providing financial reporting and company secretarial services to a range of public listed company in Australia.

Mr Raman Bhalla (appointed on 21 April 2015)Mr Raman Bhalla is a CPA (Australia), CIMA (London) and ACA (India) and holds a Bachelor of Commerce (India) degree. He is an associate member of the Governance Institute of Australia. Mr Bhalla has more than 18 years of experience in a number of listed and unlisted organizations of various sizes across diverse industries in Corporate Governance and Financial Management roles.

Principal activities

During the year, the principal activities of entities within the Group were:

• An investment and investment management business focusing on property related assets

• Providing loans to a property development business, through its subsidiaries, with a view to considering direct property development opportunities going forward;

• providing property management services; and

• A coaching and seminar business

There have been no significant changes in the nature of these activities during the year.

Review of operations and financial results

During the year ended 31 December 2014, the Company established a division, Property Management Services, with an initial focus in Malaysia. This new business division is expected to provide stable and regular income to the Group. In order to maximise gains, the Company also divested a residential block in the upmarket suburb of West Kensington, London. To provide expansion for the property investment portfolio, the Company entered into share purchase agreements with four entities in Malaysia under which four property based assets would be acquired. Two of these agreements were subsequently rescinded after the year end due to the non-fulfilment of certain terms and conditions by the sellers as detailed in the ‘Matters subsequent to the end of the financial year’ of this report.

Directors’ Report

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Review of Financial Performance

Revenue for the year ended 31 December 2014 amounted to A$6.7 million (2013: A$7.1 million). Over 86% (2013: 58%)of the revenue generated for the year ended 31 December 2014 mainly related to interest income earned on Aquaint’s investment properties in India.

Operating expenses for the year were A$5.5million (2013: A$4.3 million). In addition, impairment loss of A$8.9million (2013: A$144,000) which relates to the loan receivables from the India projects and allowance for receivables of A$ 2.3million (2013: Nil) which relates mainly to the receivables from some of the Malaysia projects were recognised. As a result, net Loss after Tax for the year totalled A$8 million (2013: A$1.7 million).

Review of Financial Position

Shareholders’ Equity or Net Asset were A$29.9 million (2013: A$39.3 million) as at 31 December 2014 reflecting the issued share capital and the retained loss mainly from the impairment loss and allowance for receivables as detailed above.

Outlook

The real estate market in Asia Pacific, which is the focused market of Aquaint Group, are expected to grow considerably in 2015 as predicted by a leading global real estate service providers. The growth provides a good opportunity for Aquaint Group to leverage on for further expansion.

We will continue to adopt cautious and feasible commercial practices when leveraging on the growth of real estate transactions so as to strengthen our property portfolio and presence in Asia Pacific market.

Significant changes in the state of affairs

During the financial year, the Group entered the following transactions:

• Launch of new business division Aquaint Management Services to provide property management services.

• Acquisition of 100% of equity interests in Silvernote Sdn Bhd which plays a sub-sales role of a residential and commercial development project in Petaling Jaya, Malaysia; and

• Acquisition of 100% of equity interest in Imperial Marina Pte Ltd which holds 27% equity interest in Para Impiana Sdn Bhd, a property development company for a 818 units waterfront residential development project Aquaint Danga Residensi in Johor Bahru, Malaysia.

Dividends

In respect of the current year ended 31 December 2014, no dividend was declared or paid.

In respect of the previous financial year, a fully franked final dividend of A$1,070,000 (A$ 0.01 per share) was paid during the current financial year.

Directors’ Report

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9ANNUAL REPORT 2014

Matters subsequent to the end of the financial year

Matters or circumstances that have arisen since the end of the year that have significantly affected or may significantly affect either:

• The entity’s operations in future financial years;

• The results of those operations in future financial years; or

• The entity’s state of affairs in future financial years are as follows:

• The Group rescinded the Share Purchase Agreement entered with Elpis Property Sdn Bhd and Goodwood Union Sdn Bhd as the latter parties had failed to fulfil the terms and conditions under the agreement fully. This resulted in the termination of the intention to purchase two properties namely City Plaza and Pariss Hotel;

• Appointment of Lusona Capital Pty Ltd as the mandated lead arranger to establish a A$10 million – 15 million mezzanine financing facility which will assist the strategically planned acquisition and development of property projects in Malaysia and India.

Likely developments, business strategies and prospects

In line with expected growth in real estate transactions in Asia Pacific in FY2015, we plan to set up a new property fund with a targeted amount of A$70 million. Other developments, business strategies and prospects include increase in asset value under Aquaint portfolio, acquisition of high-yield income properties, acquisition of property development site with attractive return, execution of assets enhancement on existing property portfolio and provision of property management services to new third party property assets.

Directors’ Meetings

The number of Directors’ meetings and Committee meetings attended by each of the Directors (while they were a Director) of the Company during the year were as follows:

DirectorBoard Meetings Committee Meetings (1)

Held Attended Audit RemunerationTan Yang Po 4 4 - -Soo Ming Chiang 4 4 - -Daniel Tan Gark Bin 1 - - -Heather Jane Chong 4 3 3 -John Bruce Oliver Sampson 4 4 2 -Roy Chung Yee Ling 4 4 3 -

(1) The Company was not of the size that warrants to hold remuneration committee meetings. All duties and responsibilities of the committee were undertaken by the Board.

Directors’ Report

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Directors’ Interests

Directors’ beneficial shareholdings at the date of this report are:

Direct Indirect

Director Fully paid ordinary shares Fully paid ordinary shares

Tan Yang Po 6,890,449 -

Soo Ming Chiang 5,814,000 -

Heather Jane Chong - -

John Bruce Oliver Sampson - -

Roy Chung Yee Ling - -

Daniel Tan Gark Bin 50,000 -

Unissued Shares Under Option

There are no unissued ordinary shares under option at the date of this report.

REMUNERATION REPORT (audited)

The Directors of Aquaint Capital Holdings Limited present the Remuneration Report for non-executive directors, executive directors and other key management personnel prepared in accordance with the Corporations Act 2001 and the Corporations Regulations 2001.

The Remuneration Report is set out under the following main headings:

a Principles used to determine the nature and amount of remuneration

b Details of remuneration

c Service agreements

d Bonuses included in remuneration

e Other information.

(a) Principles used to determine the nature and amount of remuneration

The principles of the Group’s executive strategy and supporting incentive programs and frameworks are:

• To align rewards to business outcomes that deliver value to shareholders;

• To drive a high performance culture by setting challenging objectives and rewarding high performing individuals; and

• To ensure remuneration is competitive in the relevant employment market place to support the attraction, motivation and retention of executive talent.

The Group has structured a remuneration framework that is market competitive and complementary to the reward strategy of the Group.

Directors’ Report

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11ANNUAL REPORT 2014

The Board is responsible for determining and reviewing compensation arrangements for the directors and the executive team.

The remuneration structure that has been adopted by the Group consists of the following components:

• Fixed remuneration being annual salary; and

• Short term incentives, namely bonuses.

The Board of Directors assesses the appropriateness of the nature and amount of remuneration on a periodic basis by reference to recent employment market conditions with the overall objective to optimize stakeholder benefit from the retention of a high quality Board and executive team.

The payment of bonuses and other incentive payments are reviewed by the Board annually as part of the review of executive remuneration. All bonuses and incentives must be linked to pre-determined performance criteria.

Performance Related Incentives

The Group’s performance measures involve the use of annual performance objectives, metrics, performance appraisals and continuing emphasis on living the Company values.

The performance measures are set annually after consultation with the directors and executives and are specifically tailored to the areas where each executive has a level of control. The measures target areas the Board believes hold the greatest potential for expansion and profit and cover financial and non-financial measures.

The KPI’s for the Executive Team are summarised as follows:

Performance area:

• Financial - operating profit and earnings per share; and

• Non-financial - strategic goals set by each individual business unit based on job descriptions.

The remuneration package incorporates mainly cash components for the executive team and other employees.

The Board may, at its discretion, award bonuses for exceptional performance in relation to each person’s pre-agreed KPI’s.

Use Of Remuneration

No remuneration consultants were used during the year.

Voting and comments made at the company’s Annual General Meeting

Aquaint Capital Holding Limited received 95% of ‘ yes ‘ votes on its Remuneration Report for the financial period ending 31 December 2013. The company received no specific feedback on its Remuneration Report at the Annual General Meeting.

Directors’ Report

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(b) Details of remuneration

Details of the nature and amount of each element of the remuneration of each key management personnel (‘KMP’) of Aquaint Capital are shown in the table below:

Director and other Key Management Personnel Remuneration

Short term employee benefits % of remuneration

that is performance

based

Cash salary and

feesCash bonus

Non monetary benefits Total

A$ A$ A$ A$Year

Heather Jane Chong 2014 38,000 - - 38,000 -2013 38,000 - - 38,000 -

John Bruce Oliver Sampson 2014 35,000 - - 35,000 -2013 35,000 - - 35,000 -

Roy Chung-Yee Ling 2014 35,000 - - 35,000 - 2013 35,000 - - 35,000 -

Executive directors:Tan Yang Po 2014 332,686 - - 332,686 -

2013 332,500 113,600 - 446,100 25%Soo Ming Chiang 2014 233,657 - - 233,657 - 2013 332,500 113,600 - 446,100 25%Tan Gark Bin (2) 2014 88,090 - - 88,090 -

2013 - - - - -Other KPM’:Ngai Kok Hoong (3) 2014 1,203 - - 1,203 - 2013 - - - - -Sherman Tan (4) 2014 1,313 - - 1,313 -

2013 55,000 - - 55,000 -Myo Myint (5) 2014 178,715 - - 178,715 -

2013Richard Tan (6) 2013 38,200 - - 38,200 -Total KPM Compensation 2014 943,664 - - 943,664 2013 866,200 227,200 - 1,093,400

(1) 1 A$ = S$ 1.1082

(2) Tan Gark Bin is the current Chief Operating Officer who joined the Group on 15 July 2014.

(3) Ngai Kok Hoong is the current Chief Financial Officer who joined the Group on 29 December 2014.

(4) Sherman Tan was appointed as the Chief Financial Officer on 13 August 2013 and resigned on 6 January 2014

(5) Myo Myint was appointed as the Chief Financial Officer on 6 January 2014 and resigned on 7 January 2015.

(6) Richard Tan was appointed as the Chief Financial Officer on 7 May 2013 and resigned on 31 August 2013.

No post-employment benefits, long-term benefits or share based payments have been paid to key management personnel during the year.

Directors’ Report

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(c) Service agreements

Remuneration and other terms of employment for the Executive Directors and other key management personnel are formalised in a service agreement. The major provisions of the agreements relating to remuneration are set out below:

Name Base salaryA$

Term of agreement Notice period

Tan Yang Po 396,960 3 years 6 monthsSoo Ming Chiang 396,960 3 years 6 monthsTan Gark Bin 184,090 3 years 6 monthsSherman Tan 156,344 Resigned 3 monthsMyo Myint 156,413 Resigned 4 monthsNgai Kok Hoong 129,946 Current 4 months

In relation to both of Tan Yang Po and Soo Ming Chiang’s Service Agreement upon appointment on 1 April 2013, if the Company terminates the employees during the initial period, the Company shall pay to the employees all amount due and owing to the employees up to the end of initial period (31 March 2016). As at 31 December 2014, maximum exposure to the Company for termination payment entitlements is SGD 706,226 (A$ 639,981).

(d) Bonuses included in remuneration

The executive directors are not entitled to performance based bonus for the financial year ended 31 December 2014 as the service and performance criteria have not been met. The executive directors were entitled to a performance based bonus of 10% in relation to earnings before interest and tax achieved in excess of A$1.8m for the financial period ended 31 December 2013.

(e) Shares held by key management personnel

The number of ordinary shares in the Company during the 2014 reporting year by each of the key management personnel or their related parties are set out below:

Year ended 31 December 2014

Balance at start of year

Granted as remuneration

Received on exercise

Other changes

Held at the end of the reporting

period

Tan Yang Po 7,219,699 - - (329,250) 6,890,449

Soo Ming Chiang 5,814,000 - - - 5,814,000

Daniel Tan Gark Bin 50,000 - - - 50,000

John Sampson - - - - -

Roy Ling Chung Yee - - - - -

Heather Jane Chong - - - - -

13,083,699 - - (329,250) 12,754,449

Directors’ Report

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(f) Options

Options granted over unissued shares

There are no options over ordinary shares in the Company that were granted as remuneration to each key management personnel as at 31Dec 2013 and 31 Dec 2014.

(g) Option held by of all KPM’S

There are no options held by each of the key management personnel as at 31 Dec 2013 and 31 Dec 2014.

h) Loans from Key Management Personnel

As at year end, loan from a Director is detailed as follows (2013: Nil):

A$Balance at the start of the year -Loan from Director during the year 385Interest payable for the year 7Interest not charged -Balance at end of year 392

The loan is unsecured and repayable on demand. Interest is chargeable at 5% per annum which represents amount of interest that would have been charged on an arm’s length basis.

There were no other individuals with loans above A$100,000 during the financial year.

Other transactions with Key Management Personnel

During 2014, there were no other transactions with KMP’s

(i) Other information

Hedging of securities

In accordance with the Group’s general share trading policy and employee share plan rules, participants are prohibited from engaging in hedging arrangements over unvested securities issued pursuant to any employee or Director share plan.

**END OF REMUNERATION REPORT**

Directors’ Report

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Environmental legislation

Aquaint Capital Holdings Limited operations are not subject to any particular or significant environmental regulation under a law of the Commonwealth or of a State or Territory in Australia, Republic of Singapore or Malaysia.

Indemnities given and insurance premiums paid to auditors and officers

During the year, Aquaint Capital Holdings Limited paid a premium to insure officers of the Group. The officers of the Group covered by the insurance policy include all directors.

The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may be brought against the officers in their capacity as officers of the Group, and any other payments arising from liabilities incurred by the officers in connection with such proceedings, other than where such liabilities arise out of conduct involving a wilful breach of duty by the officers or the improper use by the officers of their position or of information to gain advantage for themselves or someone else to cause detriment to the Group.

Details of the amount of the premium paid in respect of the insurance policy are not disclosed as such disclosure is prohibited under the terms of the contract.

The Group has not otherwise, during or since the end of the financial year, except to the extent permitted by law, indemnified or agreed to indemnify any current or former officer or auditor of the Group against a liability incurred as such by an officer or auditor.

Non-audit services

During the year, Grant Thornton Audit Pty Ltd, the Company’s auditors, performed certain other services in addition to their statutory audit duties.

The Board has considered the non-audit services provided during the period by the auditor and, in accordance with written advice provided by resolution of the Audit and Risk Committee, is satisfied that the provision of those non-audit services during the period is compatible with, and did not compromise, the auditor independence requirements of the Corporations Act 2001 for the following reasons:

• All non-audit services were subject to the corporate governance procedures adopted by the Company and have been reviewed by the Audit and Risk Committee to ensure they do not impact upon the impartiality and objectivity of the auditor; and

• The non-audit services do not undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants, as they did not involve reviewing or auditing the auditor’s own work, acting in a management or decision-making capacity for the Company, acting as an advocate for the Company or jointly sharing risks and rewards.

Directors’ Report

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Details of the amounts paid to the auditors of the Company, Grant Thornton Audit Pty Ltd, and its related practices for audit and non-audit services provided during the year are set out in Note 25 to the Financial Statements.

A copy of the auditor’s independence declaration as required under s307C of the Corporations Act 2001 is included on page 17 of this financial report and forms part of this Directors report.

Proceedings on behalf of the Company

No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party, for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings.

Rounding of amounts

Aquaint Capital Holdings Limited is a type of Company referred to in ASIC Class Order 98/100 and therefore the amounts contained in this report and in the financial report have been rounded to the nearest A$1,000 (where rounding is applicable), or in certain cases, to the nearest dollar under the option permitted in the class order.

Signed in accordance with a resolution of the directors.

Tan Yang PoDirector

27 April- 2015

Directors’ Report

Level 1, 67 Greenhill Rd Wayville SA 5034 Correspondence to: GPO Box 1270 Adelaide SA 5001 T 61 8 8372 6666 F 61 8 8372 6677 E [email protected] W www.grantthornton.com.au

Grant Thornton Audit Pty Ltd ABN 94 269 609 023 ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389 ‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited. Liability limited by a scheme approved under Professional Standards Legislation. Liability is limited in those States where a current scheme applies.

AUDITOR’S INDEPENDENCE DECLARATION TO THE MEMBERS OF AQUAINT CAPITAL HOLDINGS LIMITED In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit of Aquaint Capital Holdings Limited for the year ended 31 December 2014, I declare that, to the best of my knowledge and belief, there have been:

a no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and

b no contraventions of any applicable code of professional conduct in relation to the audit.

GRANT THORNTON AUDIT PTY LTD Chartered Accountants S J Gray Partner – Audit & Assurance Adelaide, 27 April 2015

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AUDITOR’S INDEPENDENCE DECLARATION TO THE MEMBERS OF AQUAINT CAPITAL HOLDINGS LIMITED In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit of Aquaint Capital Holdings Limited for the year ended 31 December 2014, I declare that, to the best of my knowledge and belief, there have been:

a no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and

b no contraventions of any applicable code of professional conduct in relation to the audit.


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This statement outlines the main Corporate Governance practices that were in place throughout the financial year, which comply with the Australian Securities Exchange (‘ASX’) Corporate Governance Council recommendations, unless otherwise stated.

CORPORATE GOVERNANCE STATEMENT

The Board is committed to maintaining the highest standards of Corporate Governance. Corporate Governance is about having a set of core values and behaviours that underpin the Company’s activities and ensure transparency, fair dealing and protection of the interests of stakeholders.

The Board of Directors supports the Principles of Good Corporate Governance and Best Practice Recommendations developed by the ASX Corporate Governance Council (‘Council’). Whilst the Company’s practices are largely consistent with the Council’s guidelines, the Board considers that the implementation of some recommendations are not appropriate having regard to the nature and scale of the Company’s activities and size of the Board. The Board uses its best endeavours to ensure exceptions to the Council’s guidelines do not have a negative impact on the Company and the best interests of shareholders as a whole. When the Company is not able to implement one of the Council’s recommendations the Company applies the ‘if not, why not’ explanation approach by applying practices in accordance with the spirit of the relevant principle.

The following discussion outlines the ASX Corporate Governance Council’s eight principles and associated recommendations and the extent to which the Company complies with those recommendations.

Details of all of the Council’s recommendations can be found on the ASX website at http://www.asx.com.au

Principle 1 – Lay solid foundations for management and oversight

Board of Directors

The Board is accountable to shareholders for the performance of Aquaint Capital Holdings Limited (‘Aquaint’ or ‘ The Company’) and has overall responsibility, for its direction and management and the formulation of policies to be applied in Aquaint business. The Board has adopted a Charter which outlines the responsibilities reserved for the Board in detail. This Charter is published on Aquaint’s website at www.aquaintcapital.com.au

In general, the Board is responsible for, and has the authority to determine, all matters relating to the strategic direction, policies and practices of the Company. In addition, it is also responsible for establishing goals for management and ensuring the business is managed in a manner consistent with the agreed strategic direction, policies and practices.

Decisions which are not part of the day to day management of Aquaint or which have not been delegated to the Chief Executive Officer or executive team, must be made by the Board.

Without intending to limit the general role of the Board, the principal functions and responsibilities of the Board include the following:

• formulation and approval of the strategic direction, objectives and goals of the Company;• the prudential control of the Company’s finances and operations and monitoring the financial performance

of the Company;• the resourcing, review and monitoring of executive management;

Corporate Governance Statement

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• ensuring that adequate internal control systems and procedures exist and that compliance with these systems and procedures is maintained;

• the identification of significant business risks and ensuring that such risks are adequately managed;• the timeliness, accuracy, effectiveness of communications, reporting to shareholders, the market; and• the establishment and maintenance of appropriate ethical standards.

The Company has followed Recommendation 1.1 by establishing the functions reserved to the Board and those delegated to senior executives as disclosed above.

The Company has followed Recommendation 1.2 by evaluating the performance of senior executives on a face to face basis with the evaluation of the Chief Executive Officer and Chief Financial Officer being conducted by the Chair of the Board. The Company has taken the appropriate measure to provide each Director and senior executive with a copy of the Company’s policies which spells out the rights, duties and responsibilities that they should follow.

The Group has followed Recommendation 1.3 by conducting the evaluations of senior executives in accordance with the process described above.

Principle 2 – Structure the Board to add value

Board of Directors – Composition, Structure and Process

The Board has been formed so that it has effective composition, size and commitment to adequately discharge its responsibilities and duties given the Company’s current size, scale and nature of its activities.

Independent Directors

As only two of the Company’s four Directors are classified as Independent Directors, the Company does not follow Recommendation 2.1. However, it is the Board’s opinion that all Directors bring to the Board their independent judgement, irrespective of whether they are independent or not.

Regular assessment of independence

An independent Director, in the view of the Company, is a non-executive Director who:

• is not a substantial shareholder of the Company or an officer of, or otherwise associated directly with, a substantial shareholder of the Company;

• within the last three years has not been employed in an executive capacity by the Company, or been a Director after ceasing to hold any such employment;

• within the last three years has not been a principal of a material professional advisor or a material consultant to the Company, or an employee materially associated with a service provider;

• is not a material supplier or customer of the Company, or an officer of or otherwise associated directly or indirectly with a material supplier or customer;

• has no material contractual relationship with the Company other than as a Director of the Company;• has not served on the Board for a period which could, or could reasonably be perceived to, materially

interfere with the Director’s ability to act in the best interests of the Company; and• is free from any interest and any business or other relationship which could, or could reasonably be

perceived to, materially interfere with the Director’s ability to act in the best interests of the Company.


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The composition of the Board is reviewed periodically with regards to the optimum number and skills of Directors required for the Board to properly perform its responsibilities and functions.

Chairperson and CEO

Tan Yang Po, a non-independent Director, holds the office of Chair. The Company does not follow Recommendation 2.2 because the small size of the Company does not warrant the appointment of more Directors. However, the Board considers that Ms Tan Yang Po best serve the office of Chair due to her extensive experience in the industry.

The Chair person leads the Board and has responsibility for ensuring the Board receives accurate, timely and clear information to enable the Directors to perform their duties as a Board.

The Company CEO is responsible and accountable to the Board for the Company’s management. During October 2014 Mr Soo Ming Chiang was appointed as the Company CEO. Therefore, the Company for the year ended 31 December 2014 follow Recommendation 2.3. As at the date of this report Mr Soo was appointed as Non-executive Director and Ms Tan now exercised both roles.

Board nominations

Having regards to the current membership of the Board and the size, organisational complexity and scope of operation of the Group, the Nomination and Remuneration Committee has being suspended and determined that the Board will undertake the duties and responsibilities of the Committee, therefore Recommendation 2.4 has not been followed.

Performance review and evaluation

The Company has followed Recommendations 2.5 and 2.6 by disclosing the process for evaluating the performance of the Board, and disclosure requirements under Principle 2 below.

It is the policy of the Board to ensure that the Directors and executives of the Company are equipped with the knowledge and information they need to discharge their responsibilities effectively, and that individual and collective performance is regularly and fairly reviewed. Although the Company is not of a size to warrant the development of formal processes for evaluating the performance of its Board, individual Directors and executives, there is on-going monitoring by the Chair and the Board. The Chair also speaks to Directors individually regarding their role as a Director.

Induction and education

The Company has the policy to provide each new Director or officer with a copy of the following documents:

• Code of Conduct;• Continuous Disclosure and Shareholders Communication Policy;• Diversity Policy; and• Share Trading Policy;


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Access to information

Each Director has access to Board papers and all relevant documentation.

Skills, knowledge and experience

Directors are appointed based on the specific corporate and governance skills and experience required by the Company. The Board consists of a relevant blend of personal experience in accounting and finance, law, financial and investment markets, financial management and public Company administration, and, director-level business or corporate experience required by the Company.

Professional advice

Board members, with the approval of the Chair, may seek from time to time external professional advice.

Term of appointment as a Director

The Constitution of the Company provides that a Director, other than the CEO (executive director), may not retain office for more than three calendar years or beyond the third Annual General Meeting following his or her election, whichever is longer, without submitting himself or herself for re-election. One third of the Directors (excluding an executive in the role of CEO) must retire each year and are eligible for re-election. The Directors who retire by rotation at each Annual General Meeting are those with the longest length of time in office since their appointment or last election.

Remuneration

The remuneration of the Directors is determined by the Board as a whole, with the Director to whom a particular decision relates being absent from the meeting during the time that the remuneration level is discussed and decided upon.

For details on the amount of remuneration and any amount of equity based executive remuneration payment for each Director, refer to the Remuneration Report in the Directors’ Report.

Internal controls

The Board acknowledges that it is responsible for the overall internal control framework, but recognises that no cost effective internal control system will preclude all errors and irregularities. The system of internal control adopted by the Company seeks to provide an appropriate division of responsibility and careful selection and training of personnel relative to the level of activities and size of the Company.


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Principle 3 – Promote ethical and responsible decision making

Code of Conduct and Ethical Standards

All Directors, executives and employees act with the utmost integrity and objectivity in carrying out their duties and responsibilities, endeavouring at all times to enhance the reputation and performance of the Company. Every employee has direct access to a Director to whom they may refer any ethical issues that may arise from their employment. The Company has followed Recommendation 3.1 and has adopted a formal Code of Conduct.

Access to Company information and confidentiality

All Directors have the right of access to all relevant Company books and to the Company’s executive management. In accordance with legal requirements and agreed ethical standards, Directors and executives of the Company have agreed to keep confidential information received in the course of exercising their duties and will not disclose non-public information except where disclosure is authorised or legally mandated.

Share dealings and disclosures

The Company has adopted a policy relating to the trading of Company securities. The Board restricts Directors, executives and employees from acting on material information until it has been released to the market. Executives, employees and Directors should consult with the CEO / Chairperson prior to dealing in securities in the Company or other companies with which the Company has a relationship.

Share trading by Directors, executives or employees is not permitted at any time whilst in the possession of price sensitive information not already available to the market. In addition, the Corporations Act prohibits the purchase or sale of securities whilst a person is in possession of inside information.

The Blackout periods for restricted persons are i) during the period commencing one month prior to the release of the Company’s full year financial results or annual report and ending one trading day after the release of those results or reports to the ASX, and ii) during the period commencing two weeks prior to the release of half year results announcements and ending one trading day after the release of those results to the ASX.

Restricted persons are prohibited from trading in the Company’s securities outside these trading windows unless in special circumstances and with the approval of the CEO / Chairperson.

Conflicts of interest

To ensure that Directors are at all times acting in the best interests of the Company, Directors must:

• disclose to the Board actual or potential conflicts of interest that may or might reasonably be thought to exist between the interests of the Director and the interests of any other parties in carrying out the activities of the Company; and

• if requested by the Board, within seven days or such further period as may be permitted, take such necessary and reasonable steps to remove any conflict of interest.

If a Director cannot, or is unwilling to remove a conflict of interest then the Director must, as required by the Corporations Act, absent himself from the room when Board discussion and/or voting occurs on matters about which the conflict relates.


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Related party transactions

Related party transactions include any financial transaction between a Director and the Company as defined in the Corporations Act or the ASX Listing Rules. Unless there is an exemption under the Corporations Act from the requirement to obtain shareholder approval for the related party transaction, the Board cannot approve the transaction. The Company also discloses related party transactions in its financial statements as required under relevant Accounting Standards.

Board diversity

The Company is committed to establishing and maintaining employee and board diversity which recognises the strategic and personal advantages that arise from a workplace where decisions are based on merit and all employees are treated equally.

The Company act with it outmost integrity in meeting its obligations with respect to the issue of diversity, as may be required under the ASX Principles and other regulatory requirements.

By establishing a Diversity Policy as a compliant policy the Company has followed recommendation 3.2, details of the policy can be found on the Company website at www.aquaintcapital.com.au.

Because the Company gender diversity is well spread the Company was not required to set objectives for achieving gender diversity in accordance with the diversity policy for the year ended 31 December 2014. Therefore, the Company considers that it has followed recommendation 3.3

As required by recommendation 3.4 the Company discloses that the proportion of women employees as follows:

Organisation-wide: 13 females (44.8%), 16 males (55.2%)Senior Executive Positions: 1 females (10%) (5 males (90%)The Board of Directors: 2 Females (40%): 3 Males (60%)

The Company has complied with recommendation 3.5 by posting on its website the code of conduct and diversity policy.

Principle 4 – Safeguard integrity in financial reporting

Audit Committee

The Company has followed recommendation 4.1 by establishing an Audit Committee.

The Company has followed Recommendations 4.2 for the year ended 31 December 2014 by appointing three independent directors as follows:

• The members of the Audit Committee are Heather Jane Chong, John Bruce Oliver Sampson and Roy Chung Yee Ling. For their qualifications, see the Directors Report.

During December 2014, Mr Sampson resigned from the Board and from the Audit and Risk Management Committee. As at the date of this report the Board has suspended the Audit and Risk Management Committee and determined that the Board will undertake the duties and responsibilities of the Committee.

The Company has followed recommendation 4.3 by having a Formal Charter.


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Principle 5 – Make timely and balanced disclosure

The Company has followed Recommendations 5.1 and 5.2 and has adopted a formal Continuous Disclosure Policy.

Continuous Disclosure to the ASX

The Board has designated the CEO or on the CEO absence the Chair and Company Secretary as being responsible for overseeing and co-ordinating disclosure of information to the ASX as well as communicating with the ASX.

Accordingly the Company will notify the ASX promptly of information:

• concerning the Company, that a reasonable person would expect to have a material effect on the price or value of the Company’s securities; and

• that would, or would be likely to, influence persons who commonly invest in securities in deciding whether to acquire or dispose of the Company’s securities.

Announcements are made in a timely manner, are factual and do not omit material information in order to avoid the emergence of a false market in the Company’s securities.

Principle 6 – Respect the rights of shareholders

The Company has followed Recommendations 6.1 and 6.2 and has designed a communications policy for promoting effective communication with shareholders and encouraging their participation at general meetings as disclosed below.

Communication to the market and shareholders

The Board recognises its duty to ensure that its shareholders are informed of all major developments affecting the Company’s state of affairs. The Board considers that information will be communicated to shareholders and the market through:

• the Annual Report which is distributed to shareholders (usually with the Notice of Annual General Meeting);• the Annual General Meeting and other general meetings called to obtain shareholder approvals as

appropriate;• the half-yearly financial statements;• other announcements released to the ASX as required under the continuous disclosure requirements of

the ASX Listing Rules and other information that may be mailed to shareholders or made available through the Company’s website.

The Company actively promotes communication with shareholders through a variety of measures, including the use of the Company’s website and email. The Company’s reports and ASX announcements are made available on the Company’s website, www.aquaintcapital.com.au, and on the ASX website, www.asx.com.au, under ASX code ‘AQU’.


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Principle 7 – Recognise and manage risk

The Company has followed Recommendation 7.1 and has designed policies for the oversight and management of material business risks as disclosed below.

The Board is responsible for the identification, monitoring and management of significant business risks and the implementation of appropriate levels of internal control, recognising however that no cost effective internal control system will preclude all errors and irregularities. The Board regularly reviews and monitors areas of significant business risk.

Having regard to the current size of the Company, organisational complexity and scope of operations of the Company, Recommendation 7.2 is not relevant because the Board has the oversight function of risk management and internal control systems. Therefore, the risk management functions and oversight of material business risks are performed directly by the Board and not by management.

The Board has also received assurance from the Executive Directors and the CFO that (i) the financial records have been properly maintained and the financial statements give a true and fair view of the Group’s operations and finances and (ii) the Group’s risk management and internal control systems in place are effective.

Internal control and risk management

The Board reviews systems of external and internal controls and areas of significant operational, financial and property risk and ensures arrangements are in place to contain such risks to acceptable levels.

Appropriate insurance policies are kept current to cover all potential risks and maintaining Directors’ and Officers’ professional indemnity insurance.

Internal audit function

The Company does not have an internal audit department nor has an internal auditor.

CEO and CFO declarations

The Company has followed Recommendation 7.3. The Board has determined that the CEO and the CFO or the acting CFO are the appropriate persons to make the CEO and CFO declarations as required under section 295A of the Corporations Act. The Board is also satisfied that the internal control system is operating effectively in all material respects.

The Company has followed Recommendation 7.4 by disclosing the information above.

Principle 8 – Remunerate fairly and responsibly

The Company has followed Recommendation 8.1 by establishing a Remuneration Committee during the year ending 31 December 2014.

Remuneration responsibilities

The role and responsibility of the Board is to review and make recommendations in respect of:

• executive remuneration policy;• executive Director and senior management remuneration;


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• executive incentive plan;• non-executive Directors’ remuneration;• performance measurement policies and procedures;• termination policies and procedures;• equity based plans; and• required remuneration and remuneration benefits public disclosure.

During the year ended 31 December 2014 the Company has followed Recommendations 8.2 by appointing two independent directors out of three as follows:

• The members of the Remuneration Committee are Heather Jane Chong, John Bruce Oliver Sampson and Roy Chung Yee Ling. For their qualifications see the Directors Report. During December Mr Sampson resigned from the Board and from the Remuneration Committee.

During December 2014, Mr Sampson resigned from the Board and from the Remuneration Committee. As at the date of this report the Board has suspended the Remuneration Committee and determined that the Board will undertake the duties and responsibilities of the Committee.

The Company provides the following information regarding Recommendation 8.3;

Remuneration policy

The Directors’ remuneration is adopted by shareholders at the Annual General Meeting. The salary and emoluments paid to officers are approved by the Board. Consultants are engaged as required pursuant to service agreements. The Company ensures that fees, salaries and emoluments are in line with general standards for publicly listed companies of the size and type of the Company. All salaries of Directors and officers are disclosed in the Annual Report of the Company.

The salary component of Executive Directors is made up of:

• Fixed remuneration;• Performance Bonus subject to the achievement of certain profit milestones; and• An additional bonus is payable to executive directors if the Company pays a dividend to shareholders in

any financial year.

The salary component of Non-executive Directors is made up of:

• Fixed remuneration;

The Company follows recommendation 8.4 by providing the names of the directors in the remuneration committee for the year ended 31 December 2014 and making publicly available the remuneration charter in the Company’s website.


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Note 2014 2013A$’000 A$’000

Revenue 7 6,651 7,129Direct costs (543) (331)Other income 7 972 1,181Administrative expenses (4,016) (3,438)Allowance for receivables (2,316) -Impairment of financial assets (8,904) -Other operating expenses (1,296) (811)

(9,452) 3,730Share of net loss from associates for using the equity method (263) -Finance costs 9 (229) (100)Foreign exchange gain (loss) 2,692 (1,137)(Loss) profit before income tax (7,252) 2,493Income tax expense 10 (780) (813)(Loss) profit for the year (8,032) 1,680

Other comprehensive income:Items that may be reclassified subsequently to profit or loss:Foreign currency translation differences (at nil tax) (296) 334Other comprehensive (loss) income for the year (296) 334Total comprehensive (loss) income for the year (8,328) 2,014

(Loss) profit for the year attributable to:Non-controlling interest - -Owners of the parent (8,032) 1,680

(8,032) 1,680

Total comprehensive (loss) income attributed to:Non-controlling interest - -Owners of the parent (8,328) 2,014

(8,328) 2,014(Loss) earnings per shareBasic and diluted (loss) earnings per share (Australian cents) 11 (7.51) 1.98

This statement should be read in conjunction with the notes to the financial statements.

Consolidated Statement of Profit or Loss and Other Comprehensive Income

For the year ended 31 December 2014

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Assets Note 2014 2013 A$’000 A$’000

CurrentCash and cash equivalents 12 685 3,715Trade and other receivables 13 1,357 5,588Loan receivables from third parties 14 590 13,692Investment property 16 - 4,065Current assets 2,632 27,059

Non-currentLoan and receivables 14 27,658 19,835Trade and other receivables 13 5,229 -Plant and equipment 15 119 133Investment in Associate 17 1,877 -Goodwill 18 - -Non-current assets 34,883 24,033

Total assets 37,515 47,027

Liabilities CurrentTrade and other payables 19 5,017 2,992Financial liabilities 20 357 2,890Current tax liabilities 44 340Current liabilities 5,418 6,222Non-currentFinancial liabilities 20 897 999Deferred tax liabilities 21 1,302 502Non-current liabilities 2,199 1,501

Total liabilities 7,617 7,723

Net assets 29,898 39,304

Equity Share capital 22 37,785 37,785Merger reserve 23 (495) (495)Translation difference 23 38 334Retained (loss) earnings (7,430) 1,680Total equity 29,898 39,304


Consolidated Statement of Financial PositionAs at 31 December 2014

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Share capital

Retained earnings

Merger reserve

Translation reserve

Total equity

A$’000 A$’000 A$’000 A$’000 A$’000

At date of common control – June 2013 - - (495) - (495)

Total comprehensive income for the year

Reported profit for the year - 1,680 - - 1,680Other comprehensive income - - - - -Foreign currency translation

differences - - - 334 334Total comprehensive income

for the year - 1,680 - 334 2,014Transactions with ownersIssue of shares 37,785 - - - 37,785Balance at 31 December 2013 37,785 1,680 (495) 334 39,304

Share capital

Retained earnings

Merger reserve

Translation reserve

Total equity

A$’000 A$’000 A$’000 A$’000 A$’000

Balance at 1 January 2014 37,785 1,680 (495) 334 39,304Total comprehensive income

for the yearReported loss for the year - (8,032) - - (8,032)Other comprehensive income - - - - -Foreign currency translation

differences - - - (296) (296)Dividend paid - (1,070) - - (1,070)Distribution to term investment

unit holders - (8) - - (8)Total comprehensive loss

for the year - (9,110) - (296) (9,406)Transactions with ownersIssue of shares - - - - -Balance at 31 December 2014 37,785 (7,430) (495) 38 29,898


Consolidated Statement of Changes in Equity

For the year ended 31 December 2014

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2014 2013A$’000 A$’000

Operating activities(Loss) profit for the year (7,252) 2,493Adjustments for:Depreciation and amortisation 62 34Allowance for receivable 2,316 -Change in fair value of investment property - 182Interest income (5,734) (1,070)Share in results of associate 263 -Gain on disposal of property (500) -Impairment of financial assets 8,904 144Impairment of goodwill 43 -Translation reserve (264) -Net changes in working capital: Change in trade and other receivables 139 (4,226)Changes in trade and other payable (1,404) 1,947Changes in loan and receivables (3,624) -Cash generated from operations (7,051)) (496)Income tax paid (342) (288)Net cash used in operating activities (7,393) (784)

Investing activitiesPurchase of plant and equipment (48) (24)Proceed from sale of property 4,604 -Investment in associate (486) -Acquisition of subsidiaries, net of cash 12 -Interest received 3,606 870Net cash from investing activities 7,688 846

Financing activitiesDividends paid (1,070) -Distribution to term investment unit holders (8) -Loan from director 392 -Repayment of bank loans (2,533) (25)Fund repayment (102) -Proceeds from issue of shares - 2,799Net cash from financing activities (3,321) 2,774

Net change in cash and cash equivalents (3,026) 2,836Cash and cash equivalents, beginning of year 3,716 879Translation reserve (5) -Cash and cash equivalents, end of year 685 3,715

This statement should be read in conjunction with the notes to the financial statements

Consolidated Statement of Cash FlowsFor the year ended 31 December 2014

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1 General information and statement of compliance

The consolidated general purpose financial statements of the Group have been prepared in accordance with the requirements of the Corporations Act 2001, Australian Accounting Standards and other authoritative pronouncements of the Australian Accounting Standards Board. Compliance with Australian Accounting Standards results in full compliance with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). Aquaint Capital Holdings Limited is a for-profit entity for the purpose of preparing the financial statements.

Aquaint Capital Holdings Limited is the Group’s ultimate parent company. Aquaint Capital Holdings Limited is a public company incorporated and domiciled in Victoria, Australia on 24 June 2013. The address of its registered office and its principal place of business is Level 19, 1 O’Connell Street, Sydney NSW 2000, Australia.

The principal activities of the Company are those of an investment holding company and its subsidiaries are engaged in the businesses of coaching and seminar, investment management and property development.

The consolidated financial statements for the year ended 31 December 2014 were approved and authorised for issue by the board of directors on 27 April 2015.

2 Accounting policies

2(a) Basis of preparation

The principal accounting policies adopted in the preparation of the financial statements are set out below.

The consolidated financial statements have been prepared under the historical cost convention except as disclosed.

The consolidated financial statements are presented in Australian dollars (AUD), The functional currency of the Company is Singapore dollars (SGD). All financial statements have been presented in AUD, unless otherwise stated.

The consolidated financial statements of the Group for the year ended 31 December 2014 have been prepared on the basis set out in Note 2(e).

Notes to the consolidated financial statements

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2 Accounting policies Cont

2(a) Basis of preparation Cont

A key policy choice for the period ended 31 December 2013 related to the method of consolidation. A business combination is a ‘‘common control combination’’ if the combining entities are ultimately controlled by the same party (including the same individual shareholder or a group of shareholders acting together in accordance with a contractual arrangement) both before and after the combination and the common control is not transitory. Business combinations involving entities under common control fall outside the scope of AASB 3: Business Combinations. In accordance with AASB 8, Accounting Policies, Changes in Accounting Estimates and Errors, management have considered the pronouncements of other standard-setting bodies in developing an accounting policy for common control combinations, in particular the pooling of interest-type method prescribed under US GAAP in paragraphs D11 to D18 of SFAS 141, Business Combinations.

As a result, the Group accounts for business combinations involving entities under common control using pooling of interest-type accounting. Under this policy, the assets and liabilities of the acquiree are recorded at book value and not fair value (although adjustments are made to achieve uniform accounting policies), intangible assets and contingent liabilities are recognised only to the extent that they were recognised by the acquiree in accordance with applicable IFRS, no goodwill is recorded, any expenses of the combination are written off immediately in the income statement.

The Group has accounted for transactions from the date of acquisition.

The accounting policies applied by the Group are consistent with all years presented in the consolidated financial statements.

2(b) Significant accounting estimates and judgements

When preparing the financial statements, management undertakes a number of judgements, estimates and assumptions about the recognition and measurement of assets, liabilities, income and expenses.

Critical assumptions used and accounting estimates in applying accounting policies are described below:

Allowance for loans and receivables

Allowances for bad and doubtful debts are based on an assessment of the recoverability of trade and other receivables. Allowances are applied to trade and other receivables where events or changes in circumstances indicate that the balances may not be collectible.

In determining whether a trade receivable is impaired, management has used estimates based on historical loss experience for assets with similar credit risk characteristics, default of payments, indications of financial difficulties of the specific customer, and general economic conditions. The carrying value of trade and other receivables at the reporting date amounted to A$6,586,000 (2013: A$5,588,000) after providing for an allowance for receivables of A$ 2,316,000 (2013: Nil).

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2(b) Significant accounting estimates and judgements Cont

Valuation of investment properties

The Group’s investment properties are stated at estimated fair value based on the valuation performed by independent professional valuers. The determination of the fair value of investment property requires the use of historical transaction comparables and estimates such as future cash flows from assets and capitalisation rates applicable to those assets. The estimated fair value may differ from the price at which the Group’s assets could be sold at a particular time, since actual selling prices are negotiated between willing buyers and sellers. The carrying value of investment properties at the reporting date amounted to A$Nil (2013: A$4,065,000) as the property was sold during the year.

Impairment of financial assets (loans receivable)

The Group has invested in loans receivable from third parties (the “Assets”) with a carrying value of A$28,248,000 (2013: A$33,527,000) as at 31 December 2014. Loans receivable are tested for impairment if indicators of impairment are identified. The recoverable amounts of the assets are estimated in order to determine the extent of the impairment loss, if any. Such impairment loss is recognised in the statement of comprehensive income.

Management judgement is required in the area of asset impairment, particularly in assessing:

(1) whether an event has occurred that may indicate that the related asset values may not be recoverable;

(2) whether the carrying value of an asset can be supported by the net present value of future cash flows which are estimated based upon the continued use of the asset in the business.

(3) the appropriate key assumptions to be applied in preparing cash flow projections including whether these cash flow projections are discounted using an appropriate rate. Changing the assumptions selected by management to determine the level, if any, of impairment, including the discount rates or the growth rate assumptions in the cash flow projections could materially affect the net present value used in the impairment test and as a result affect the Group’s results.

Significant judgement is applied by management in determining the recoverability of the Assets. Judgements in identifying impairment losses include a review of the current performance of the investee company and whether market, economic or company-specific conditions have significantly improved or deteriorated since the time of the original investment. Furthermore, the review of the financial performance and position of the investee company are based on historical financial information (and in certain cases, based on unaudited financial information of the investee company’s principal subsidiary) which may not be indicative of the investee company’s recoverable amounts as of the reporting date. The recoverable amounts may differ significantly from the carrying amounts at the reporting date had a readily available market for such Assets existed, or had such Assets been liquidated, and the differences could be material to the financial statements.

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2(b) Significant accounting estimates and judgements Cont

Impairment of financial assets (loans receivable) Cont

Loans receivables as at 31 December 2014 include amounts due from Aquaint Pte Ltd A$ 5,836,000, Azea Capital Pte Ltd A$1,928,000, Baldric Pte Ltd A$1,738,000, Azea Gaia Development Pte Ltd A$ 6,495,000 and Bria East Asia Fund A$ 18,643,000 (the “India Loans”).

Loans provided to Bria Asia Fund are secured by a fixed and floating charge over all of the assets of Azea Gaia Development Pvt Ltd in favour of Aquaint Property Pte Ltd to secure the Group’s interest in the Indian properties.

Loans provided to Aquaint Pte Ltd, Azea Capital Pte Ltd, Baldric Pte Ltd and Azea Gaia Development Pte Ltd are unsecured.

Azea Gaia Development Pvt Ltd, the ultimate investee company, is currently developing two Indian property developments being “Azea Botanica Project:” and “Amar Shaheed Path” project.

Azea Gaia Development Ptv Ltd is noted to retain physical possession over the land situated at “Amar Shaheed Path”. The land is currently encumbered by the State Bank of India.

The land situated at the “Azea Botanica Project” has been purchased by Azea Gaia Development Pvt Ltd on a deferred payment basis. The land is currently encumbrance free as there is no charge on the land with exception of the seller of the land, an Indian government organisation. Azea Gaia Development Pvt Ltd has outstanding payment of A$6.7million which is due on deferred payment terms by April 2019. Once all deferred payments are satisfied, the land is expected to become encumbrance free.

Azea Gaia Development Pvt Ltd is currently seeking registration of title over the land at the “Azea Botanica Project” and “Amar Shaheed Path Project” with the Indian government.

An impairment expense of A$ 8,904,000 has been recognised as at 31 December 2014.

Management of Aquaint Capital have satisfied themselves that proceeds from the sales of “Azea Botanica Project” and “Amar Shaheed Path Project” would be sufficient to recover the net carrying value of India Loans as at 31 December 2014.

Income taxes

Significant judgement is involved in determining the provision for income taxes. 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 tax provisions in the year in which such determination is made. The carrying value of the Group’s current and deferred tax liabilities at the reporting date amounted to A$44,000 (2013: A$340,000) and A$1,302,000 (2013: A$502,000) respectively.

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2(c) New and revised standards that are effective for these financial statements

A number of new and revised standards and interpretations became effective for the first time to annual periods beginning on or after 1 January 2014. Information on these new standards is presented below.

AASB 2011-4 Amendments to Australian Accounting Standards to Remove Individual Key Management Personnel Disclosure Requirements

The Standard amends AASB 124 Related Party Disclosures to remove the individual Key Management Personnel (‘KMP’) disclosures required by Australian specific paragraphs. This amendment reflects the AASB’s view that these disclosures are more in the nature of governance disclosures that are better dealt within the legislation, rather than by the accounting standards.

In mid-2013, the Australian government passed Corporations and Related Legislation Amendment Regulation 2013 (No.1) and Corporations and Australian Securities and Investments Commission Amendment Regulation 2013 (No. 1) to insert these disclosures, with minor changes, into Corporations Regulations 2001. These disclosures are required to be included in remuneration reports for financial years commencing on or after 1 July 2013.

As a result of these amendments, the Group has transferred certain individual Key Management Personnel disclosures relating to shareholdings, options / rights holdings, loans and other transactions from the notes to the financial statements to the remuneration report.

AASB 2012-3 Amendments to Australian Accounting Standards – Offsetting Financial Assets and Financial Liabilities

AASB 2012-3 adds application guidance to AASB 132 to address inconsistencies identified in applying some of the offsetting criteria of AASB 132, including clarifying the meaning of “currently has a legally enforceable right of set-off” and that some gross settlement systems may be considered equivalent to net settlement.

AASB 2012-3 is applicable to annual reporting periods beginning on or after 1 January 2014.

The adoption of these amendments has not had a material impact on the Group as the amendments merely clarify the existing requirements in AASB 132.

AASB 2013-3 Amendments to AASB 136 – Recoverable Amount Disclosures for Non-Financial Assets

These narrow-scope amendments address disclosure of information about the recoverable amount of impaired assets if that amount is based on fair value less costs of disposal.

When developing IFRS 13 Fair Value Measurement, the IASB decided to amend IAS 36 Impairment of Assets to require disclosures about the recoverable amount of impaired assets. The IASB noticed however that some of the amendments made in introducing those requirements resulted in the requirement being more broadly applicable than the IASB had intended. These amendments to IAS 36 therefore clarify the IASB’s original intention that the scope of those disclosures is limited to the recoverable amount of impaired assets that is based on fair value less costs of disposal.

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2(c) New and revised standards that are effective for these financial statements Cont

AASB 2013-3 makes the equivalent amendments to AASB 136 Impairment of Assets and is applicable to annual reporting periods beginning on or after 1 January 2014.

The adoption of these amendments has not had a material impact on the Group as they are largely of the nature of clarification of existing requirements.

AASB 2013-5 Amendments to Australian Accounting Standards – Investment Entities

The amendments in AASB 2013-5 provide an exception to consolidation to investment entities and require them to measure unconsolidated subsidiaries at fair value through profit or loss in accordance with AASB 9 Financial Instruments (or AASB 139 Financial Instruments: Recognition and Measurement where AASB 9 has not yet been adopted). The amendments also introduce new disclosure requirements for investment entities that have subsidiaries.

These amendments apply to investment entities, whose business purpose is to invest funds solely for returns from capital appreciation, investment income or both. Examples of entities which might qualify as investment entities would include Australian superannuation entities, listed investment companies, pooled investment trusts and Federal, State and Territory fund management authorities.

AASB 2013-5 is applicable to annual reporting periods beginning on or after 1 January 2014.

This Standard has not had any impact on the Group as it does not meet the definition of an ‘investment entity’ in order to apply this consolidation exception.

AASB Interpretation 21 Levies

Interpretation 21 addresses how an entity should account for liabilities to pay levies imposed by governments, other than income taxes, in its financial statements (in particular, when the entity should recognise a liability to pay a levy).

Interpretation 21 is an interpretation of AASB 137 Provisions, Contingent Liabilities and Contingent Assets. AASB 137 sets out criteria for the recognition of a liability, one of which is the requirement for the entity to have a present obligation as a result of a past event (known as an obligating event). The Interpretation clarifies that the obligating event that gives rise to a liability to pay a levy is the activity described in the relevant legislation that triggers the payment of the levy. For example, if the activity that triggers the payment of the levy is the generation of revenue in the current period, and the calculation of that levy is based on the revenue that was generated in a previous period, the obligating event for that levy is the generation of revenue in the current period. The generation of revenue in the previous period is necessary, but not sufficient, to create a present obligation.

The Interpretation is applicable to annual reporting periods beginning on or after 1 January 2014.

The adoption of this interpretation has not had any impact on the Group as it is not subject to any such levies addressed by the interpretation.

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2(d) Accounting Standards issued but not yet effective and not been adopted early by the Group

The Group has not applied the following AASBs that have been issued but are not yet effective:

AASB 9 Financial Instruments

AASB 9 introduces new requirements for the classification and measurement of financial assets and liabilities.

These requirements improve and simplify the approach for classification and measurement of financial assets compared with the requirements of AASB 139. The main changes are:

• financial assets that are debt instruments will be classified based on: (i) the objective of the entity’s business model for managing the financial assets; and (ii) the characteristics of the contractual cash flows

• allows an irrevocable election on initial recognition to present gains and losses on investments in equity instruments that are not held for trading in other comprehensive income (instead of in profit or loss). Dividends in respect of these investments that are a return on investment can be recognised in profit or loss and there is no impairment or recycling on disposal of the instrument

• introduces a ‘fair value through other comprehensive income’ measurement category for particular simple debt instruments

• financial assets can be designated and measured at fair value through profit or loss at initial recognition if doing so eliminates or significantly reduces a measurement or recognition inconsistency that would arise from measuring assets or liabilities, or recognising the gains and losses on them, on different bases

• where the fair value option is used for financial liabilities the change in fair value is to be accounted for as follows:

• the change attributable to changes in credit risk are presented in other comprehensive income (OCI)

• the remaining change is presented in profit or loss

If this approach creates or enlarges an accounting mismatch in the profit or loss, the effect of the changes in credit risk are also presented in profit or loss.

Otherwise, the following requirements have generally been carried forward unchanged from AASB 139 into AASB 9:

• classification and measurement of financial liabilities; and

• derecognition requirements for financial assets and liabilities

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AASB 9 requirements regarding hedge accounting represent a substantial overhaul of hedge accounting that enable entities to better reflect their risk management activities in the financial statements.

Furthermore, AASB 9 introduces a new impairment model based on expected credit losses. This model makes use of more forward-looking information and applies to all financial instruments that are subject to impairment accounting

The Group has not yet assessed the full impact of AASB 9 as this standard does not apply mandatorily before 1 January 2018.

AASB 15 Revenue from Contracts with Customers

AASB 15replaces AASB 118 Revenue, AASB 111 Construction Contracts and some revenue-related Interpretations:

• establishes a new revenue recognition model

• changes the basis for deciding whether revenue is to be recognised over time or at a point in time

• provides new and more detailed guidance on specific topics (e.g., multiple element arrangements, variable pricing, rights of return, warranties and licensing)

• expands and improves disclosures about revenue

In the Australian context, AASB 15 will apply to contracts of not-for-profit (NFP) entities that are exchange transactions. AASB 1004 Contributions will continue to apply to non-exchange transactions until the Income from Transactions of NFP Entities Project is completed (with an Exposure Draft inviting public comment on those proposals targeted for issue in Q1 2015

The Group is yet to undertake a detailed assessment of the impact of AASB 15. However, based on the Group’s preliminary assessment, the Standard is not expected to have a material impact on the transactions and balances recognised in the financial statements when it is first adopted for the year ending 31 December 2017

AASB 2014-1 Amendments to Australian Accounting Standards (Part A: Annual Improvements 2010–2012 and 2011–2013 Cycles)

Part A of AASB 2014-1 makes amendments to various Australian Accounting Standards arising from the issuance by the International Accounting Standards Board (IASB) of International Financial Reporting Standards Annual Improvements to IFRSs 2010-2012 Cycle and Annual Improvements to IFRSs 2011-2013 Cycle.

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Among other improvements, the amendments arising from Annual Improvements to IFRSs 2010-2012 Cycle:

• clarify that the definition of a ‘related party’ includes a management entity that provides key management personnel services to the reporting entity (either directly or through a group entity); and

• amend AASB 8 Operating Segments to explicitly require the disclosure of judgements made by management in applying the aggregation criteria.

Among other improvements, the amendments arising from Annual Improvements to IFRSs 2011-2013 Cycle clarify that an entity should assess whether an acquired property is an investment property under AASB 140 Investment Property and perform a separate assessment under AASB 3 Business Combinations to determine whether the acquisition of the investment property constitutes a business combination

When these amendments are first adopted for the year ending 31 December 2015, there will be no material impact on the Group.

AASB 2014-1 Amendments to Australian Accounting Standards (Part B: Defined Benefit Plans: Employee Contributions (Amendments to AASB 119))

Part B of AASB 2014-1 makes amendments to AASB 119 Employee Benefits to incorporate the IASB’s practical expedient amendments finalised in International Financial Reporting Standard Defined Benefit Plans: Employee Contributions (Amendments to IAS 19) in relation to the requirements for contributions from employees or third parties that are linked to service.

The amendments clarify that if the amount of the contributions is independent of the number of years of service, an entity is permitted to recognise such contributions as a reduction in the service cost in the period in which the related service is rendered, instead of attributing the contributions to the periods of service. In contrast, if the amount of the contributions is dependent on the number of years of service, an entity is required to attribute those contributions to periods of service using the same attribution method required by paragraph 70 of AASB 119 for the gross benefit


AASB 2014-1 Amendments to Australian Accounting Standards (Part C: Materiality)

Part C of AASB 2014-1 makes amendments to particular Australian Accounting Standards to delete their references to AASB 1031 Materiality, which historically has been referenced


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AASB 2014-1 Amendments to Australian Accounting Standards (Part D: Consequential Amendments arising from AASB 14)

Part D of AASB 2014-1 makes consequential amendments arising from the issuance of AASB 14

When these amendments become effective for the first time for the year ending 31 December 2016, they will not have any impact on the Group.

AASB 2014-1 Amendments to Australian Accounting Standards (Part E: Financial Instruments

Part E of AASB 2014-1 makes amendments to Australian Accounting Standards to reflect the AASB’s decision to defer the mandatory application date of AASB 9 Financial Instruments to annual reporting periods beginning on or after 1 January 2018. Part E also makes amendments to numerous Australian Accounting Standards as a consequence of the introduction of Chapter 6 Hedge Accounting into AASB 9 and to amend reduced disclosure requirements for AASB 7 Financial Instruments: Disclosures and AASB 101 Presentation of Financial Statements

The Group has not yet assessed the full impact of these amendments.

AASB 2014-3 Amendments to Australian Accounting Standards – Accounting for Acquisitions of Interests in Joint Operations

The amendments to AASB 11 state that an acquirer of an interest in a joint operation in which the activity of the joint operation constitutes a ‘business’, as defined in AASB 3 Business Combinations, should:

• apply all of the principles on business combinations accounting in AASB 3 and other Australian Accounting Standards except principles that conflict with the guidance of AASB 11. This requirement also applies to the acquisition of additional interests in an existing joint operation that results in the acquirer retaining joint control of the joint operation (note that this requirement applies to the additional interest only, i.e., the existing interest is not remeasured) and to the formation of a joint operation when an existing business is contributed to the joint operation by one of the parties that participate in the joint operation; and

• provide disclosures for business combinations as required by AASB 3 and other Australian Accounting Standards

When these amendments are first adopted for the year ending 31 December 2016, there will be no material impact on the transactions and balances recognised in the financial statements.F

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AASB 2014-10 Amendments to Australian Accounting Standards – Sale or Contribution of Assets between an Investor and its Associate or Joint Venture

The amendments address a current inconsistency between AASB 10 Consolidated Financial Statements and AASB 128 Investments in Associates and Joint Ventures (2011).

The amendments clarify that, on a sale or contribution of assets to a joint venture or associate or on a loss of control when joint control or significant influence is retained in a transaction involving an associate or a joint venture, any gain or loss recognised will depend on whether the assets or subsidiary constitute a business, as defined in AASB 3 Business Combinations. Full gain or loss is recognised when the assets or subsidiary constitute a business, whereas gain or loss attributable to other investors’ interests is recognised when the assets or subsidiary do not constitute a business.

This amendment effectively introduces an exception to the general requirement in AASB 10 to recognise full gain or loss on the loss of control over a subsidiary. The exception only applies to the loss of control over a subsidiary that does not contain a business, if the loss of control is the result of a transaction involving an associate or a joint venture that is accounted for using the equity method. Corresponding amendments have also been made to AASB 128 (2011).

When these amendments are first adopted for the year ending 31 December 2016, there will be no material impact on the financial statements

Disclosure Initiative – Amendments to IAS 1 Presentation of Financial Statements

The amendments:

• clarify the materiality requirements in IAS 1, including an emphasis on the potentially detrimental effect of obscuring useful information with immaterial information

• clarify that IAS 1’s specified line items in the statement(s) of profit or loss and other comprehensive income and the statement of financial position can be disaggregated

• add requirements for how an entity should present subtotals in the statement(s) of profit and loss and other comprehensive income and the statement of financial position

• clarify that entities have flexibility as to the order in which they present the notes, but also emphasise that understandability and comparability should be considered by an entity when deciding that order

• remove potentially unhelpful guidance in IAS 1 for identifying a significant accounting policy.

When these amendments are first adopted for the year ending 31 December 2016, there will be no material impact on the financial statements.

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2(e) Summary of significant accounting policies

Business combinations

Common control business combination outside the scope of AASB 3

A business combination involving entities under common control is a business combination in which all the combining entities or businesses are ultimately controlled by the same party or parties both before and after the business combination, and that control is not transitory. Accordingly, the assets and liabilities of these entities have been accounted for at historical amounts in the consolidated historical financial statements.

In applying pooling-of-interests accounting, financial statement items of the combining entities or businesses for the reporting period in which the common control combination occurs, and for any comparative periods disclosed, are included in the consolidated historical financial statements of the combined entity as if the combination had taken place at the beginning of the earliest comparative period presented.

A single uniform set of accounting policies is adopted by the combined entity. Therefore, the combined entity recognised the assets, liabilities and equity of the combining entities or businesses at the carrying amounts in the consolidated historical financial statements of the controlling party or parties prior to the common control combination. The carrying amounts are included as if such consolidated historical financial statements had been prepared by the controlling party, including adjustments required for conforming the combined entity’s accounting policies and applying those policies to all periods presented. There is no recognition of any goodwill or excess of the acquirer’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities over cost at the time of the common control combination.

The effects of all transactions between the combining entities or businesses, whether occurring before or after the combination, are eliminated in preparing the consolidated historical financial statements of the combined entity.

Non common control business combinations

The Group applies the acquisition method in accounting for business combinations. The consideration transferred by the Group to obtain control of a subsidiary is calculated as the sum of the acquisition-date fair values of assets transferred, liabilities incurred and the equity interests issued by the Group, which includes the fair value of any asset or liability arising from a contingent consideration arrangement. Acquisition costs are expensed as incurred.

The Group recognises identifiable assets acquired and liabilities assumed in a business combination regardless of whether they have been previously recognised in the acquiree’s financial statements prior to the acquisition. Assets acquired and liabilities assumed are generally measured at their acquisition-date fair values.

Goodwill is stated after separate recognition of identifiable intangible assets. It is calculated as the excess of the sum of a) fair value of consideration transferred, b) the recognised amount of any non-controlling interest in the acquiree and c) acquisition-date fair value of any existing equity interest in the acquiree, over the acquisition-date fair values of identifiable net assets. If the fair values of identifiable net assets exceed the sum calculated above, the excess amount (i.e. gain on a bargain purchase) is recognised in profit or loss immediately.

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2(e) Summary of significant accounting policies Cont

Basis of consolidation

The Group financial statements consolidate those of the parent company and all of its subsidiaries as of 31 December 2014. The parent controls a subsidiary if it is exposed, or has rights, to variable returns from its involvement with the subsidiary and has the ability to affect those returns through its power over the subsidiary. All subsidiaries have a reporting date of 31 December.

All transactions and balances between Group companies are eliminated on consolidation, including unrealised gains and losses on transactions between Group companies. Where unrealised losses on intra-group asset sales are reversed on consolidation, the underlying asset is also tested for impairment from a group perspective. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Group.

Profit or loss and other comprehensive income of subsidiaries acquired or disposed of during the year are recognised from the effective date of acquisition, or up to the effective date of disposal, as applicable.

Non-controlling interests, presented as part of equity, represent the portion of a subsidiary’s profit or loss and net assets that is not held by the Group. The Group attributes total comprehensive income or loss of subsidiaries between the owners of the parent and the non-controlling interests based on their respective ownership interests.

Associates

An associate is an entity over which the group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

The results and assets and liabilities of associates are incorporated in these financial statements using the equity method of accounting. Under the equity method, investment in associates are carried in the consolidated statement of financial position at cost as adjusted for post-acquisition changes in the group’s share of the net assets of the associate, less any impairment in the value of individual investments. Losses of an associate in excess of the group’s interest in that associate (which includes any long-term interests that, in substance, form part of the group’s net investment in the associate) are not recognised, unless the group has incurred legal or constructive obligations or made payments on behalf of the associate.

Any excess of the cost of acquisition over the group’s share of the net fair value of the identifiable assets, liabilities and contingent liabilities of the associate recognised at the date of acquisition is recognised as goodwill. The goodwill is included within the carrying amount of the investment is assessed for impairment as part of the investment. Any excess of the group’s share of the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of acquisition, after reassessment, is recognised immediately in profit or loss.

Where a group has entity transactions with an associate of the group, profits and lossess are eliminated to the extent of the group’s interest in the relevant associate.

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Plant and equipment and depreciation

Plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is computed utilising the straight-line method to write off the cost of these assets over their estimated useful lives as follows:

Renovation 3 to 10 years (shorter of lease terms and beneficial period)Office equipment 3 to 5 yearsComputer equipment 1 year

The cost of plant and equipment includes expenditure that is directly attributable to the acquisition of the items. Dismantlement, removal or restoration costs are included as part of the cost of plant and equipment if the obligation for dismantlement, removal or restoration is incurred as a consequence of acquiring or using the asset. Cost may also include transfers from equity of any gains/losses on qualifying cash flow hedges of foreign currency purchases of plant and equipment.

Subsequent expenditure relating to plant and equipment that have been recognised is added to the carrying amount of the asset when it is probable that future economic benefits, in excess of the standard of performance of the asset before the expenditure was made, will flow to the Group and the cost can be reliably measured. Other subsequent expenditure is recognised as an expense during the financial year in which it is incurred.

For acquisitions and disposals during the financial year, depreciation is provided from the month of acquisition and to the month before disposal respectively. Fully depreciated plant and equipment are retained in the books of accounts until they are no longer in use.

No depreciation is provided on assets under construction. Depreciation of these assets, on the same basis as other items of plant and equipment, commences when the assets are ready for their intended use.

Depreciation methods, useful lives and residual values are reviewed, and adjusted as appropriate, at each reporting date as a change in estimates.

An item of plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss on derecognition of the asset is included in the profit or loss in the year the asset is derecognised.

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Financial instruments

Recognition, initial measurement and derecognition

Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the financial instrument, and are measured initially at fair value adjusted by transactions costs, except for those carried at fair value through profit or loss, which are measured initially at fair value. Subsequent measurement of financial assets and financial liabilities are described below.

Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and all substantial risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.

Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group currently has a legally enforceable right to set off the recognised amounts; and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Classification and subsequent measurement of financial assets

For the purpose of subsequent measurement, financial assets other than those designated and effective as hedging instruments are classified into the following categories upon initial recognition:

• loans and receivables• financial assets at fair value through profit or loss (FVTPL)• held-to-maturity (HTM) investments• available-for-sale (AFS) financial assets.

All financial assets except for those at FVTPL are subject to review for impairment at least at each reporting date to identify whether there is any objective evidence that a financial asset or a group of financial assets is impaired. Different criteria to determine impairment are applied for each category of financial assets, which are described below. The Group does not have investments in FVTPL and HTM financial assets.

All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance costs, finance income or other financial items, except for impairment of trade receivables which is presented within other expenses.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. After initial recognition, these are measured at amortised cost using the effective interest method, less provision for impairment. Discounting is omitted where the effect of discounting is immaterial. The Group’s trade and most other receivables and loan receivables from third parties fall into this category of financial instruments

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Financial instruments Cont

Loans and receivables Cont

Individually significant receivables are considered for impairment when they are past due or when other objective evidence is received that a specific counterparty will default. Receivables that are not considered to be individually impaired are reviewed for impairment in groups, which are determined by reference to the industry and region of a counterparty and other shared credit risk characteristics. The impairment loss estimate is then based on recent historical counterparty default rates for each identified group.

Cash and cash equivalents

Cash and cash equivalents comprise cash and bank balances. For the purpose of the statement of cash flows, bank overdrafts that are repayable on demand and that form an integral part of the Group’s cash management are included in cash and cash equivalents

Determination of fair value

The fair values of quoted financial assets are based on current bid prices. If the market for a financial asset is not active or is unquoted, the Company establishes fair value by using valuation techniques. These include the use of recent arm’s length transactions, reference to other instruments that are substantially the same, discounted cash flow analysis, and option pricing models, making maximum use of market inputs. Where fair value of unquoted instruments cannot be measured reliably, fair value is determined by the transaction price.

Equity and Reserves

Share capital represents the fair value of shares that have been issued. Any transaction costs associated with the issuing of shares are deducted from share capital, net of any related income tax benefits.

Other components of equity include the following:

• Foreign currency translation reserve – comprises foreign currency translation differences arising on the translation of financial statements of the Group’s foreign entities into AUD.

• Merger reserve – The balance on the merger reserve represents the fair value of the consideration given in excess of the nominal value of the ordinary shares issued in an acquisition made by the issue of shares.

Retained earnings include all current and prior period retained profits.

All transactions with owners of the parent are recorded separately within equity.

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Non-derivative financial liabilities

The Group’s financial liabilities include trade and other payables and loans and borrowings, excluding deferred revenue.

Financial liabilities are recognised when the Group becomes a party to the contractual agreements of the instrument. All interest-related charges are recognised as an expense in “finance cost” in the profit or loss. Financial liabilities are derecognised if the Group’s obligations specified in the contract expire or are discharged or cancelled.

Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group currently has a legally enforceable right to set off the recognised amounts; and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Borrowings are recognised initially at the fair value of proceeds received less attributable transaction costs, if any. Borrowings are subsequently stated at amortised cost which is the initial fair value less any principal repayments. Any difference between the proceeds (net of transaction costs) and the redemption value is taken to the profit or loss over the period of the borrowings using the effective interest method. The interest expense is chargeable on the amortised cost over the period of the borrowings using the effective interest method.

Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the amortisation process.

Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period.

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

Provisions, contingent liabilities and contingent assets

Provisions for legal disputes, onerous contracts or other claims are recognised when the Group has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of economic resources will be required from the Group and amounts can be estimated reliably. Timing or amount of the outflow may still be uncertain.

Provisions are measured at the estimated expenditure required to settle the present obligation, based on the most reliable evidence available at the reporting date, including the risks and uncertainties associated with the present obligation. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. Provisions are discounted to their present values, where the time value of money is material.

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Provisions, contingent liabilities and contingent assets Cont

No liability is recognised if an outflow of economic resources as a result of present obligation is not probable. Such situations are disclosed as contingent liabilities, unless the outflow of resources is remote in which case no liability is recognised.

Income taxes

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 end of the reporting period.

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 or taxable profit or loss at the time of the transaction.

A deferred income tax liability is recognised on temporary differences arising on investments in subsidiaries, associates 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.

Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted at the reporting date. A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilised.

Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

Deferred income tax is measured:

• 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 date of the financial position; and

• based on the tax consequence that will follow from the manner in which the Group expects, at the date of the financial position, to recover or settle the carrying amounts of its assets and liabilities.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets and they relate to income taxes levied by the same tax authorities on the same taxable entity, or on different tax entities, provided they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.

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Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Where the Group is a lessor

Assets leased out under operating leases are included in investment properties and are stated at fair value and not depreciated. Initial direct costs incurred by the Group in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised as an expense over the lease term on the same basis as the lease income.

Where the Group is a lessee

Where the Group has the use of assets under operating leases, payments made under the leases are recognised in profit or loss on a straight-line basis over the term of the lease. Lease incentives received are recognised in profit or loss as a reduction of rental expense on a straight-line over the term of the lease term.

Investment properties

Investment properties are properties held to earn rental income and/or for capital appreciation and are not occupied by the Group. Investment properties are treated as non-current investments and are initially recognised at cost and subsequently carried at fair value, representing open market value determined on annual basis by an independent firm of professional valuers. Gross changes in fair values and the related tax impact are recognised in profit or loss.

Investment properties are subject to renovations or improvements at regular intervals. The cost of major renovations and improvements is capitalised as additions and the carrying amounts of the replaced components are written off to profit or loss. The cost of maintenance, repairs and minor improvement is charged to profit or loss when incurred.

Investment properties are derecognised when either they have been disposed of or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal. On disposal of an investment property, the difference between the net disposal proceeds and the carrying amount is recognised in profit or loss.

Transfers

Transfers to, or from, investment properties are made where there is a change in use, evidenced by:

• commencement of owner-occupation, for a transfer from investment properties to property, plant and equipment;

• commencement of development with a view to sell, for a transfer from investment properties to development properties; and

• end of owner-occupation, for a transfer from property, plant and equipment to investment properties.

Rental income and operating expenses from investment property are reported within revenue and other expenses respectively.

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Impairment of non-financial assets

The carrying amounts of non-financial assets, other than investment property at fair value, subject to impairment test are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated.

If it is not possible to estimate the recoverable amount of the individual asset, then the recoverable amount of the cash-generating unit to which the assets belong will be identified.

For the purpose of assessing impairment, assets are grouped at the lowest levels (cash generating units) for which there are separately identifiable cash flows. As a result, some assets are tested individually for impairment and some are tested at cash-generating unit level. Goodwill is allocated to those cash-generating units that are expected to benefit from synergies of the related business combination and represent the lowest level within the Group at which management controls the related cash flows.

Individual assets or cash-generating units that include goodwill and other intangible assets with an indefinite useful life or those not yet available for use are tested for impairment at least annually or more often if there are indicators of impairment. All other individual assets or cash-generating units are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. The recoverable amount is the higher of fair value, reflecting market conditions less costs to sell, and value in use, based on an internal discounted cash flow evaluation. Impairment losses recognised for cash-generating units, to which goodwill has been allocated, are credited initially to the carrying amount of goodwill. Any remaining impairment loss is charged pro rata to the other assets in the cash-generating unit. With the exception of goodwill, all assets are subsequently reassessed for indications that an impairment loss previously recognised may no longer exist.

Any impairment loss is charged to profit or loss unless it reverses a previous revaluation in which case it is charged to equity.

• With the exception of goodwill, an impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount or when there is an indication that the impairment loss recognised for the asset no longer exists or decreases. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined if no impairment loss had been recognised.

• A reversal of an impairment loss on a revalued asset is credited directly to equity under the heading revaluation surplus. However, to the extent that an impairment loss on the same revalued asset was previously recognised in profit or loss, a decrease in that impairment loss is reversed through profit or loss.

An impairment loss in respect of goodwill is not reversed, even if it relates to an impairment loss recognised in an interim period that would have been reduced or avoided had the impairment assessment been made at a subsequent reporting date.

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Employee benefits

Short-term employee benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount expected to be paid under short-term cash bonus if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.

Defined contribution plans

Contributions to post-employment benefits under defined contribution plans are recognised as an expense in the income statement as incurred.

Key management personnel

Key management personnel are those persons having the authority and responsibility for planning, directing and controlling the activities of the entity. Directors are considered key management personnel.

Related parties

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered related if they are subject to common control or common significant influence. Related parties may be individuals or corporate entities.

Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

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 subsidiary operates (“functional currency”). The functional currency of the Company is Singapore Dollars (SGD).

The consolidated financial statements of the Group are presented in Australian Dollars. The choice of presentation currency is to better reflect the currency that mainly determines economic effects of transactions, events and conditions of the Group.

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Conversion of foreign currencies

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 date of the transactions. Currency translation differences from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at the closing rates at the end of the reporting period are recognised in the profit or loss, unless they arise from borrowings in foreign currencies and net investment in foreign operations. Those currency translation differences are recognised in the currency translation reserve in the consolidated financial statements and transferred to the profit or loss as part of the gain or loss on disposal of the foreign operation.

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. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the date of the translations.

Group entities

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 (including comparatives) are translated at the closing exchange rates at the end of the reporting period;

(ii) Income and expenses (including comparatives) are translated at average exchange rates; and

(iii) All resulting currency translation differences are recognised in other comprehensive income and accumulated in the currency translation reserve.

Revenue recognition

Membership and seminar fees are recognised upon receipt.

Referral and consultancy fees are recognised when the services are rendered and the conditions to the right to receive the fees have been satisfied.

Revenue from the rendering of management services is recognised upon the delivery of the service to the trusts for which the Group acts as the manager or a responsible entity

Interest income

Interest income is recognised on a time-apportionment basis using the effective interest rate method.

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Revenue recognition Cont

Dividend income

Dividend income is recognised when the shareholders’ rights to receive payment have been established.

Rental income

The Group also earns rental income from operating leases of its investment properties. Rental income is recognised on a straight-line basis over the term of the lease.

Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Non-Execute Chairmen and Board collectively.

All inter-segment transfers are carried out at arm’s length prices.

The measurement policies the Group uses for segment reporting under AASB 8 are the same as those used in its financial statements except for corporate assets which are not directly attributable to the business activities of any operating segment are not allocated to a segment. In the financial periods under review, this primarily applies to the Group’s headquarters.

There have been no changes from prior periods in the measurement methods used to determine reported segment profit or loss.

Term investment units

Term investment units have defined maturity dates and rank ahead of ordinary units. They are therefore classified as financial liabilities. The fair value of redeemable units is measured at the redemption amount that is payable (based on the redemption unit price) at the balance sheet date if unit holders exercised their right to put the units back to the Fund. Any surplus remaining in the Fund would be distributed to ordinary unit holders.

AASB 132: Financial Instruments: Disclosure and Presentation, therefore requires the term investment units’ reserves and accumulated profits or losses to be classified as a financial liability, which is titled members’ interests. Accordingly distributions paid or payable to holders of term investment units are classified as finance costs in the Statement of Profit or Loss and Other Comprehensive Income.F

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Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the statement of financial position are shown inclusive of GST. Cash flows are presented in the statement of cash flows on a gross basis, except for the GST components of investing and financing activities, which are disclosed as operating cash flows.

Rounding of amounts

The company is of a kind referred to in Class Order 98/100, issued by the Australian Securities and Investment Commission, relating to the ‘rounding off’ of amounts in the financial statements. Amounts in the financial statements have been rounded off in accordance with that Class Order to the nearest thousand dollars, or in certain cases, the nearest dollar.

3 Interests in subsidiaries

Set out below details of the subsidiaries held directly by the Group:

Name of the subsidiary

Country of incorporation and principal

place of business Principal activity

Proportion of ownership interests held by the Group31 Dec 2014

31 Dec 2013

Aquaint Capital Limited Australia Provision of fund management services

100% 100%

Aquaint Income Fund Australia Provision of secured loans 100% 100%Aquaint Property Pte. Ltd. Singapore Provision of funding for property

development projects100% 100%

Azeana Pte. Ltd. Singapore Conducting seminars 100% 100%Aquaint Property Sdn. Bhd. Malaysia Provision of funding for property

development projects100% 100%

Azeana Sdn. Bhd. Malaysia Conducting seminars 100% 100%Aquaint Management Pte Ltd Singapore Provision of services for asset

management 100% -

Aquaint Management Sdn Bhd Malaysia Provision of services for asset management

100% -

Imperial Marina Pte Ltd Singapore Investment of property development project

100% -

Silvernote Sdn Bhd Malaysia Provision of property consultancy and referring services

100% -

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4 Investment in Associate

Details of the associate held through a subsidiary:

Name of the associate

Country of incorporation and principal

place of business Principal activity

Proportion of ownership interests held by the Group31 Dec 2014

31 Dec 2013

Para Impiana Sdn Bhd Malaysia Property development 27% -

5 Segment Reporting

Management currently identifies the Group’s revenue by geographical market as its operating segments (see Note 2(e)). These operating segments are monitored by the Group’s chief operating decision maker and strategic decisions are made on the basis of adjusted segment operating results.

Segment information for the reporting period is as follows:

Australia Singapore Malaysia Total

2014 2013 2014 2013 2014 2013 2014 2013

A$’000 A$’000 A$’000 A$’000 A$’000 A$’000 A$’000 A$’000

Revenue

Referral and consultancy fees - - 495 3,098 46 202 541 3,300

Interest income 2,854 1,218 2,881 1,874 - - 5,735 3,092

Rental income - - 128 140 - - 128 140

Others - 70 46 527 201 - 247 597

Segment revenues 2,854 1,288 3,550 5,639 247 202 6,651 7,129

Direct costs (1) (22) (49) (224) (493) (85) (543) (331)

Other income 62 269 903 912 7 - 972 1,181

Foreign exchange gain 1,707 - 985 - - - 2,692 -

Administrative expenses (2,150) (1,363) (1,412) (2,825) (454) (387) (4,016) (4,575)

Allowance for receivables - - (1,463) - (853) - (2,316) -

Impairment of financial assets (4,707) - (4,197) - - - (8,904) -

Other operating expenses - (649) (473) (230) (823) 68 (1,296) (811)

Finance costs (109) - (120) (100) - - (229) (100)

Share of associate’s loss - - (263) - - - (263) -

(Loss) profit before income tax (2,344) (477) (2,539) 3,172 (2,369) (202) (7,252) 2,493

Income tax expenses (520) (335) (239) (469) (21) (9) (780) (813)

Loss (profit) for the year (2,864) (812) (2,778) 2,703 (2,390) (211) (8,032) 1,680

Segment assets 17,974 17,712 18,382 27,819 1,159 1,496 37,515 47,027

Segment liabilities 2,576 4,707 2,449 1,365 2,592 1,651 7,617 7,723

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5 Segment Reporting Cont

The Group’s revenues and its non-current assets (other than financial instruments, investments accounted for using the equity method, deferred tax assets and post-employment benefit assets) are divided into the following geographical areas:

2014A$’000

2013A$’000

RevenueNon-current

assets RevenueNon-current

assets

United Kingdom 128 - 140 4,065United States - - 93 -Germany - - 2,955 -India 5,617 - 3,941 -Singapore 513 - - -Thailand 11 - - -Malaysia 247 - - -Indonesia 17 - - -Australia 118 - - -Total 6,651 - 7,129 4,065

Revenues have been identified on the basis of the market’s geographical location. Non-current assets are allocated based on their physical location.

6 Going Concern Basic of Accounting

The financial report has been prepared on the basis of going concern.

The Group generated a net loss after tax of $8,032,000 for the year ended 31 December 2014 and had a cash net outflow of $3,026,000 from operating and investing activities. The consolidated entity continues to be reliant upon completion of capital raising for continued operations and the provision of working capital.

If additional capital is not obtained, the going concern basis may not be appropriate, with the result that the Group may have to realise its assets and extinguish its liabilities, other than in the ordinary course of business and at amounts different from those stated in the financial report. No allowance for such circumstance has been made in the financial report.

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7 Revenue

2014 2013A$’000 A$’000

Referral and consultancy fees 541 3,300Interest income 5,735 3,092Rental income 128 140Other income 247 597Revenue 6,651 7,129

Rental income - 44Other income 972 1,137Other revenue 972 1,181

8 Expenses

Profit before income tax includes the following specific expenses:

2014 2013A$’000 A$’000

Depreciation expense 62 34Employee benefits expenses 1,850 2,019Defined contribution superannuation expenses 97 124Impairment of financial assets 8,904 144Allowance for receivables 2,316 -Change in fair value of investment property - 182Operating lease expense 189 132

9 Finance costs

Finance costs for the reporting periods consist of the following:

2014 2013A$’000 A$’000

Interest expense 229 100229 100F

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10 Income tax expense

The major components of tax expense and the reconciliation of the expected tax expense based on the domestic effective tax rate of Aquaint Capital Holdings Limited at 30% and the reported tax expense in profit or loss are as follows:

2014 2013A$’000 A$’000

(Loss) profit before tax (7,252) 2,493Domestic tax rate for Aquaint Capital Holdings Limited 30% 30%Expected tax expense (2,175) 748Adjustment for tax-rate differences in foreign jurisdictions 873 (412)Adjustment for tax-exempt income: (31) (62)Adjustment for non-taxable income: (288) (257)Adjustment for non-deductible expenses: 543 427Adjustment for deferred tax assets on tax losses and temporary

differences not recognised 2,231 369Adjustment for over provision of current tax (43) -Adjustment for overprovision of deferred tax liability (330) -Actual Tax Expense 780 813

Tax expense comprises:Current tax expense (20) 316Deferred tax expense:- Origination and reversal of temporary differences 800 497Tax expense 780 813

11 Earnings per share and dividends

11.1 Earnings per share

Both the basic and diluted earnings per share have been calculated using the profit attributable to shareholders of the parent company (Aquaint Capital Holdings Limited) as the numerator, i.e. no adjustments to profit were necessary in 2014.

The reconciliation of the weighted average number of shares for the purposes of diluted earnings per share to the weighted average number of ordinary shares used in the calculation of basic earnings per share is as follows:

2014 2013A$’000 A$’000

Group’s (loss)profit after tax before comprehensive income (8,032) 1,680Number of shares:Weighted average number of shares used in basic and diluted (Note A)

earnings per share 106,956,863 84,834,598(Loss) earnings per share (Australian cents) (7.51) 1.98

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11 Earnings per share and dividends Cont

11.1 Earnings per share Cont

Note A:

The basic and diluted earnings per share are computed using the same basis of computation as there are no potentially ordinary shares issued by Aquaint Capital Holdings Limited for the financial year ended 31 December 2014.

11.2 Dividends

2014 2013A$’000 A$’000

Fully franked final dividend (A$0.01 per share) in respect of previous financial year 1,070 -

12 Cash and cash equivalents

Cash and cash equivalents include the following components:

2014 2013A$’000 A$’000

Cash at bank and in hand:AUD 621 1,155SGD 37 518MYR 27 42Short term deposits (AUD) - 2,000Cash and cash equivalents 685 3,715

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13 Trade and other receivables

Trade and other receivables consist of the following:

2014 2013Current A$’000 A$’000

Trade receivables, gross 750 3,583Allowance credit losses - -Trade receivables 750 3,583Other receivables- Amounts due from Companies in which Directors have interest - 247- Deposits 423 48- Others 2,485 1,708Less: Allowance for impairment on other receivables (2,316) -Financial assets 592 2,003Prepayments 15 2Non-financial assets 15 2

1,357 5,588

2014 2013Non current A$’000 A$’000

Trade receivables, gross 5,199 -Allowance credit losses - -Trade receivables 5,199 -Other receivables -- Amounts due from Companies in which Directors have interest - -- Deposits - -- Others 30 -Financial assets 30 -Prepayments - -Non-financial assets - -

5,229 -

The net carrying value of trade receivables is considered a reasonable approximation of fair value. All of the Group’s trade and other receivables have been reviewed for indicators of impairment. Certain trade and other receivables were found to be impaired and an allowance for credit losses of A$ 2,316,000 (2013: Nil) has been recorded.

The amounts due from companies owned by Directors are unsecured, interest-free and repayable on demand.

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13 Trade and other receivables Cont

Included in other receiveables is amount of A$306,000 with interest chargeable at 6% per annum, repayable on demand and unsecured.

Trade and other receivables are denominated in the following currencies:

2014 2013A$’000 A$’000

CurrentAustralian dollar 123 457United States dollar - 2,008Singapore dollar 131 1,624Pound sterling 32 149Malaysia ringgit 1,071 1,349

1,357 5,587

2014 2013A$’000 A$’000

Non currentUnited States dollar 2,424 -Singapore dollar 2,805 -

5,229 -

The aging analysis of trade receivables past due but not impaired is as follows:

2014 2013A$’000 A$’000

Past due 0 to 3 months 66 3,582Past due 3 to 6 months 36 -Past due 6 to 12 months 634 -Past due more than 12 months 5,212 -

5,948 3,582

Included above is an amount of A$5,198,000 receivables under the Indian loan which has been reviewed for impairment and no further impairment is required except those recognised under note 14 below. Based on historical default rates, the Group believes that no other impairment allowance is necessary in respect of trade receivables not past due or past due up to 3 months. These receivables are mainly arising by customers that have a good credit record with the Group.F

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14 Financial assets and liabilities

14.1 Categories of financial assets and liabilities

Note 2(e) provides a description of each category of financial assets and financial liabilities and the related accounting policies. The carrying amounts of financial assets and financial liabilities in each category are as follows:

Note 2014 2013A$’000 A$’000

Financial assetsLoans and receivablesLoans receivables from third parties 14 27,658 19,835Trade and other receivables 13 5,229 -Long –term financial assets 32,887 19,835

Cash and cash equivalents 12 685 3,715Loans and receivables:Trade and other receivables 13 1,357 5,587Loans receivables from third parties 14 590 13,692Short –term financial assets 2,632 22,994

Financial liabilitiesFinancial liabilities measured at amortised cost:Financial liabilities 20 1,254 3,889Trade and other payables 19 5,017 2,992

6,271 6,881

A description of the Group’s financial instrument risks, including risk management objectives and policies is given in Note 28.

The methods used to measure financial assets and liabilities reported at fair value are described in Note 29.

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14 Financial assets and liabilities Cont

14.2 Loans and receivables

The details of loan receivables are as follows:

2014 2013A$’000 A$’000

CurrentLoan receivables (unsecured)At 1 January 13,737 -Additions 61 15,234Proceeds (3,909) (1,448)Reclassed to non-current (9,299) -Unrealised foreign exchange loss - (48)Translation reserve 44 -At 31 December 633 13,737

Less: Allowance for impairment lossAt 1 January 2014 (45) -Allowance for the year - (45)Translation reserve 2 -At 31 December 2014 (43) (45)Total current loans receivable 590 13,692

Non-CurrentLoan receivables (unsecured)At 1 January 19,935 --Additions 6,495 19,936Proceeds (618) -Amortised costs (30) -Reclassed from current 9,299 -Unrealised foreign exchange 1,381 -Translation reserve 286 (1)At 31 December (carrying amount at amortised cost) 36,748 19,935

Less: Allowance for impairment lossAt 1 January 2014 (100) -Impairment loss (8,904) (99)Translation reserve (86) (1)At 31 December 2014 (9,090) (100)Total non-current loan receivables 27,658 19,835

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14.2 Loans and receivables Cont

Details of the loan receivables at the reporting date are as follows:

Borrowers A$’000 Loan period Repayment term Interest Secured assets

CurrentPine-Oaks Partners, LLC

- The 3 year anniversary from 12 August 2010, or within 30 days after the sale of the Property

On demand Repayable 10% per annum, the remaining 8% to be paid upon exit of the property investment

Second charge over Sabine Park Apartments located at 111W. Pine Ave., Houston, Texas 77630

Singcross Partners, LLC

- The 2 year anniversary from 1 January 2011, or within 30 days after the sale of the Property

On demand Fixed interest rate 12% per annum

Second charge over “Crossings at Windsor Square” located at 4503 S. Kirkwood, Houston TX 77072

Dolphin Capital GmbH

- 1 year 12 months from the date of entering into Co-Development Agreement.

Fixed interest rate between 12% to 14% per annum

No security

Loans to Education Facilities Trust

590 5 years Maturity date Interest rate between 10% to 11% per annum

Secured by a registered charged over the portable buildings

590

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Non-currentAquaint Pte Ltd

5,836 16 months from 24th June 2013 to 31st October 2014. Extended from 1 November 2014 to 31st October 2017

Maturity date Total unpaid interest of A$1,051,587 as at 31 Oct 2014 will bepayable over the extended loan period.

No security

Azea Capital Pte Ltd

1,928 16 months from 24th June 2013 to 31st October 2014. Extended from 1 November 2014 to 31st October 2017

Maturity date Total unpaid interest of A$364,525 as at 31 Oct 2014 will bepayable over the extended loan period.

No security

Baldric Pte Ltd 1,738 16 months from 24th June 2013 to 31st October 2014. Extended from 1 November 2014 to 31st October 2017

Maturity date Total unpaid interest of A$288,660 as at 31 Oct 2014 will bepayable over the extended loan period.

No security

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Imperial Gloucester Pte Ltd

1,829 5 years Maturity date Historic gross rental yield of about 6% per annum

Fixed and floating charge over all of its assets of Imperial Gloucester

Loans to Education Facilities Trust

279 5 years Maturity date Interest rate of 11% per annum

Secured by a registered charged over the portable buildings

Bria East Asia Fund

18,643 See comment below

Azea Gaia Develoment Pte Ltd

6,495 Repayable on demand

Repayable on demand

Interest free Unsecured

Gross 36,748

Less: (9,090) - Impairment

27,658

There were no loan repayments by Aquaint Pte Ltd, Azea Capital Pte Lte and Baldric Pte Ltd during the year due to the delay in the development of property projects in India. New agreements have been entered into on 1 November 2014 to extend the loan period for another three years from this date.

During the financial year ended 2013, the Group acquired US$ 15,208,706 (A$17,262,000) of redeemable preferred shares (“RPS”) in Bria East Asia Fund (“Bria Fund”).

The Group acquired 14,769 redeemable Bria Shares in the Bria Fund from the Factional Property Investors and accordingly holds 62.6% of the entire issued capital of the Bria Fund. Even though the Group owns 62.6% of the funds in Bria Fund, there is no control over the fund and the Group cannot withdraw its investments in Bria Fund unless approved by directors of Bria Fund.F

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Terms of the redeemable Bria Shares

The redeemable Bria Shares were issued to the Fractional Property Investors in accordance with the terms of the Confidential Private Offering Memorandum Relating to Participating Shares in Aquaint Growth SPC dated 20 November 2012 and supplemented by the Supplementary Confidential Private Offering Memorandum relating to Participating Shares in Aquaint Growth SPC attributable to the Bria East Asia Fund dated 23 November 2012 (Offer Memorandum). In accordance with the Offer Memorandum, the redeemable Bria Shares have the following key terms:

(a) the subscription price is US$1,000 per redeemable Bria Share;

(b) the minimum investment amount is US$25,000;

(c) the redeemable Bria Shares have the right to dividends determined in accordance with the amount of money invested in the redeemable Bria Shares:

(i) tier 1 investment of at least US$25,000 will attract a total cumulative return of 24% payable at the rate of 4% per quarter with the first payment to be made 9 months after the date of subscription for the redeemable Bria Shares;

(ii) tier 2 investment of at least US$80,000 will attract a total cumulative return of 36% payable at the rate of 6% per quarter with the first payment to be made 9 months after the date of subscription for the redeemable Bria Shares; and

(iii) tier 3 investment of at least US$800,000 will attract a total cumulative return of 48% payable at the rate of 8% per quarter with the first payment to be made 9 months after the date of subscription for the redeemable Bria Shares;

(d) redeemable Bria Shares may only be redeemed 24 months after the date of issue of the shares. The shares may not be redeemed within 24 months after the date of issue of the shares without the consent of the directors of the Fund; and

(e) the redeemable Bria Shares are governed by the laws of the Cayman Islands.

During the year, the Group received interest income amounting to A$ 1,595,359 from the investment in Bria East Asia Fund. The outstanding interest of A$ 2,424,112 is expected to be recoverable as the property development project in India progresses.

The investment in Bria East Asia Fund is secured by:

(a) A fixed and floating charge over all of the assets of Azea Gaia Development Pvt Ltd only in favour of Aquaint Property Pte Ltd to secure the Group’s interest in the Indian properties.

Redeemable Bria Shares is denominated in United States dollar.

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Loans receivable from third parties are denominated in the following currencies:

2014 2013A$’000 A$’000

CurrentUnited States dollar - 1,259Singapore dollar - 10,748Malaysia ringgit - 1,685Australian dollar 590 -

590 13,692Non-CurrentAustralian dollar 279 897United States dollar 13,936 17,262Singapore dollar 13,443 1,676

27,658 19,835

Impairment assessment

Significant judgement is applied by management in determining the recoverability of the loans. Judgements in identifying impairment losses include a review of the current performance of the borrower and whether market, economic or company-specific conditions have significantly improved or deteriorated since the time of the original investment. Furthermore, the review of the financial performance and position of the borrower are based on historical financial information which may not be indicative of the borrower’s recoverable amounts as of the reporting date. The recoverable amounts may differ significantly from the carrying amounts at the reporting date had a readily available market for such Assets existed, or had such Assets been liquidated, and the differences could be material to the financial statements.

Loans receivables as at 31 December 2014 include amounts due from Aquaint Pte Ltd A$ 5,836,000, Azea Capital Pte Ltd A$1,928,000, Baldric Pte Ltd A$1,738,000, Azea Gaia Development Pte Ltd A$ 6,495,000 and Bria East Asia Fund A$ 18,643,000 (the “India Loans”).

Loans provided to Bria Asia Fund are secured by a fixed and floating charge over all of the assets of Azea Gaia Development Pvt Ltd in favour of Aquaint Property Pte Ltd to secure the Group’ s interest in the Indian properties.

Loans provided to Aquaint Pte Ltd, Azea Capital Pte Ltd, Baldric Pte Ltd and Azea Gaia Development Pte Ltd are unsecured.

Azea Gaia Development Pvt Ltd, the ultimate investee company, is currently developing two Indian property developments being “Azea Botanica Project:” and “Amar Shaheed Path” project.

Azea Gaia Development Ptv Ltd is noted to retain physical possession over the land situated at “Amar Shaheed Path”. The land is currently encumbered by the State Bank of India.

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The land situated at the “Azea Botanica Project” has been purchased by Azea Gaia Development Ptv Ltd on a deferred payment basis. The land is currently encumbrance free as there is no charge on the land with exception of the seller of the land, an Indian government organisation. Azea Gaia Development Pvt Ltd has outstanding payment of A$ 6.7million which is due on deferred payment terms by April 2019. Once all deferred payments are satisfied, the land is expected to become encumbrance free.

Azea Gaia Development Pvt Ltd is currently seeking registration of title over the land at the “Azea Botanica Project” and “Amar Shaheed Path Project” with the Indian government.

An impairment expense of A$ 8,904,000 has been recognised as at 31 December 2014.

Management of Aquaint Capital have satisfied themselves that proceeds from the sales of “Azea Botanica Project” and “Amar Shaheed Path Project” would be sufficient to recover the net carrying value of India Loans as at 31 December 2014.

15 Plant and equipment

Details of the Group’s property, plant and equipment and their carrying amount are as follows:

Office Furnitureequipment Computers and fittings Renovations Total

A$’000 A$’000 A$’000 A$’000 A$’000

At date of common control 17 10 49 102 178Additions 9 10 5 - 24Translation reserve 2 1 5 11 19At 31 December 2013 28 21 59 113 221

Accumulated depreciationAt date of common control 4 5 17 21 47Depreciation expense 5 7 10 12 34Translation reserve 1 1 2 3 7At 31 December 2013 10 13 29 36 88

Net book value

At 31 December 2013 18 8 30 77 133For

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15 Plant and equipment Cont

Details of the Group’s property, plant and equipment and their carrying amount are as follows:

Office Furnitureequipment Computers and fittings Renovations Total

A$’000 A$’000 A$’000 A$’000 A$’000

At 1 January 2014 28 21 59 113 221Additions 8 14 18 7 47Translation reserve (4) (1) (5) (9) (19)At 31 December 2013 32 34 72 111 249

Accumulated depreciationAt 1 January 2014 10 13 29 36 88Depreciation expense 9 6 16 31 62Translation reserve (4) (1) (10) (5) (20)At 31 December 2014 15 18 35 62 130

Net book value

At 31 December 2014 17 16 37 49 119

16 Investment property

Investment property includes real estate property in United Kingdom, which are owned to earn rentals and capital appreciation.

The fair values of investment properties were estimated using observable data on recent transactions and rental yields for similar properties. Changes to the carrying amounts are as follows:

2014 2013A$’000 A$’000

Balance as at beginning of year 4,065 -Addition through acquisition - 4,021Net loss from fair value adjustments - (182)Translation reserve 39 226Disposal of property (4,104) -Carrying amount as at end of year - 4,065

The Group acquired an investment property during the IPO with a fair value of A$4,021,000 which is settled via the issuance of the Company’s shares for the same consideration. The property was acquired on an encumbered basis.

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16 Investment property Cont

a The property was acquired on an encumbered basis. The title to the property is currently held in the name of Sunil Ramchandani and Lani Cabarles Ramchandani (the Ramchandani’s). The Ramchandani’s have entered into an agreement with the Group for the transfer of this property to the Group (Kensington Sale Agreement). The property cannot be transferred until the mortgage from Standard Chartered Bank under the bank borrowing has been discharged by the vendor of the property at settlement. The bank has been notified that the Ramchandani’s are holding the property in trust for the Group and accordingly, the property cannot be dealt with without the consent of the Group. Until the transfer of the title to this property has been registered in favour of the Group, the Ramchandani’s will hold the title to the property in trust for the Group.

Location DescriptionArea

sq. feet Tenure

20 Fairholme Road, London W14 9JX (Kensington Property)

12 units of flat, at valuation 1,470 Assumed freehold

b Leasehold property at 20 Fairholme Road, London W14 9JX is mortgaged for short-term loans from a financial institution which was repaid upon sale of the property.

c Investment property is carried at fair values at the end of reporting period as determined by independent professional valuer who has appropriate recognised professional qualification and recent experience in the location and category of the investment properties being valued. Valuations are made annually based on the property’ highest-and-best-use using the Direct Market Comparison Method. The direct comparison method involved the analysis of comparable sales of similar properties and adjusting the sale prices to that reflective of the investment properties.

The fair values are based on market values, being the estimated amount for which a property could be exchanged on the date of valuation between a willing buyer and a willing seller in an arm’s length transaction.

During the financial year, the above Investment property was disposed of at A$4,604,000 and the gain from the disposal was A$500,000.nvestment properties are leased to non-related parties under operating leases.

The following amounts are recognised in the profit or loss:

2014 2013A$’000 A$’000

Rental income 128 140Direct operating expenses arising from investment properties that

generated rental income 46 56Property tax and other direct operating expenses 14 5

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17 Investment in Associate

The Group has a 27% equity interest in Para Impiana Sdn Bhd via its 100% acquisition of Imperial Marina Pte Ltd on 1 September 2014.

2014 2013A$’000 A$’000

Unquoted equity at cost 541 -Additional investment 1,599 -Share of post-acquisition losses (263) -

1,877 -

Summarised aggregated financial information of the Group’s share in the associate:

2014 2013A$’000 A$’000

Loss from continuing operations 263 -Other comprehensive income - -Total comprehensive income - -Aggregate carrying amount of the Group’ interest in associate 1,877 -

18 Goodwill

2014 2013A$’000 A$’000

Balance at beginning of year - -Arising on acquisition of subsidiaries 43 -Balance at end of year 43 -Accumulated impairmentBalance at beginning of year - -Impairment loss (43) -Balance at end of year (43) -Carrying amount at end of year - -

Impairment assessment of Goodwill

Goodwill amounting to A$ 13,033 is attributed to the waterfront residential development project Aquaint Danga Residensi in Johor Bahru, Malaysia and A$30,458 to the subsale of residential and commercial development project in Petaling Jaya, Malaysia have been impaired.

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19 Trade and other payables

Trade and other payables consist of the following:

2014 2013A$’000 A$’000

CurrentTrade payables 951 69Other payables- Deferred income 1,359 -- Amounts due to companies in which Directors have interest - 645- Amounts due to Director 392 -- Related parties 521 -- Accruals 915 1,211- Provision for withholding tax - 845- Others 879 222Total trade and other payables 5,017 2,992

All amounts are short-term. The carrying values of trade payables and other payables are considered to be a reasonable approximation of fair value. The amounts due to Director are unsecured, bears interest of 5% per annum and repayable on demand. The amounts due to companies owned by Directors are unsecured, interest-free and repayable on demand.

Trade and other payables are denominated in the following currencies:

2014 2013A$’000 A$’000

CurrentAustralian dollar 421 641Singapore dollar 2,025 2,069Malaysia ringgit 2,571 282

5,017 2,992

20 Financial liabilities

Current Non-current2014 2013 2014 2013

A$’000 A$’000 A$’000 A$’000Carrying amount at amortised cost:Term Investment units 357 433 897 999Bank borrowings - 2,457 - -

357 2,890 897 999

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20 Financial liabilities Cont

Term investment units

The holder of term investment units has an undivided interest in the Aquaint Income Fund and an entitlement to receive monthly distributions calculated at a nominated rate depending on the term and other conditions agreed. It does not confer any interest in any particular asset or the right to have any interest in any particular asset transferred.

Term investment units rank equally with each other and ahead of ordinary units. Each term investment unit is issued and redeemed at $1.00 per unit.

Term investment units are issued with defined maturity dates. Units that mature within the next twelve months are classified as a current liability. This classification does not take into account the possibility that unit holders may choose to reinvest their units for a further period greater than twelve months.

Borrowing at amortised cost

The bank borrowings from the financial year ended 31 Dec 2013 has been repaid upon the sale of the investment property during the year as detailed in note 16 above.

21 Deferred tax assets and liabilities

Deferred taxes arising from temporary differences and unused tax losses can be summarised as follows:

Deferred tax liabilities (assets)Common date

of Control

Recognised in other

comprehensive income

Recognised in profit and loss

31 December 2013

A$’000 A$’000 A$’000 A$’000Non-current assetsPlant and equipment 5 - (4) 1Current assetsLoan receivables from third parties - - 501 501

5 - 497 502

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21 Deferred tax assets and liabilities Cont

Deferred taxes arising from temporary differences and unused tax losses can be summarised as follows:

Deferred tax liabilities (assets)1 January

2014

Recognised in other

comprehensive income

Recognised in profit and loss

31 December 2014

A$’000 A$’000 A$’000 A$’000Non-current assetsPlant and equipment 1 - 7 8Current assetsLoan receivables from third parties 501 - 793 1,294

502 - 800 1,302

There are no taxes on comprehensive income recognised during the financial year ended 31 December 2014.

22 Share capital

The share capital of Aquaint Capital Holdings Limited consists only of fully paid ordinary shares, the shares do not have a par value. All shares are equally eligible to receive dividends and the repayment of capital and represent one vote at the shareholders’ meeting of Aquaint Capital Holdings Limited.

2014 2013A$’000 A$’000

Shares issued and fully paid:Beginning of the year 37,785 -Share issue, net - 37,785Total shares authorised at 31 December 37,785 37,785

No of shares

Opening – 1 January 2014 106,956,863Additions during the year: -Balance – 31 December 2014 106,956,863

Each share has the same right to receive dividend and the repayment of capital and represents one vote at the shareholders’ meeting of Aquaint Capital Holdings Limited.F

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23 Reserves

The nature and purpose of reserves are:

i Foreign currency translation

Exchange differences arising on translation of the foreign controlled entity are recognised in other comprehensive income as described in note 2(e) and accumulated in a separate reserve within equity. The cumulative amount is reclassified to profit or loss when the net investment is disposed of.

ii Merger reserve

The balance on the merger reserve represents the fair value of the consideration given in excess of the nominal value of the ordinary shares issued in an acquisition made by the issue of shares.

24 Related party transactions

The Group’s related parties include key management and others as described below. Unless otherwise stated, none of the transactions incorporate special terms and conditions and no guarantees were given or received. Outstanding balances are usually settled in cash.

The following related parties have been identified:

a. Non-executive director, John Sampson, is also the director of JBS Investment Management Limited which manages the Bria East Asia Fund.

b. The husband of non-executive director, Heather Chong, has a 17.5% shareholding of ACH Investments Pte Limited which is the parent of Aquaint Capital Pte Ltd, Azea Pte Ltd, Baldric Pte Ltd and Imperial Gloucester Pte Ltd which hold investments for loan from the Aquaint Capital Holdings Limited group.

c. Tan Yang Po became the Company Secretary for Aquaint Pte Ltd, Azea Capital Pte Ltd and Baldric Pte Ltd in March 2014

d. Tan Yang Po and Soo Ming Chiang are the directors of Elpis Property Sdn Bhd as at year-end

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24 Related party transactions Cont

Details of related party transactions during the year are as follows:

2014 2013A$’000 A$’000

Loans to related parties at 31 December 2014:Aquaint Pte Ltd 5,836 5,711Azea Capital Pte Ltd 1,928 1,887Baldric Pte Ltd 1,738 1,701Bria East Asia Fund 18,643 17,262Imperial Gloucester Pte Ltd 1,829 1,676

Amounts due from related parties at 31 December 2014:Aquaint Pte Ltd - 365Azea Capital Pte Ltd - 294Baldric Pte Ltd - 66Bria East Asia Fund - 1,217Imperial Gloucester Pte Ltd 42 115Azea Personal Coaching Pte Ltd - 247Elpis Property Sdn Bhd 345 -Solydus Business Ltd 1,171 -

Amounts due to related parties at 31 December 2014:Azea Property Investment Pte Ltd 482 379Azea Personal Coaching Pte Ltd - 129Azea Property Investment Sdn Bhd 38 137Aquaint Pte Ltd 20 -Baldric Pte Ltd 5 -Azea Capital Pte Ltd 15 -

Income recognised in the year ended 31 December 2014:Aquaint Pte Ltd 1,726 1,035Azea Capital Pte Ltd 516 310Baldric Pte Ltd 491 294Bria East Asia Fund 2,736 1,217Imperial Gloucester Pte Ltd 110 34

Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties.F

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25 Auditor remuneration2014 2013

A$’000 A$’000Audit and review of financial statements

- Auditors of Aquaint Capital Holdings Limited 45 40- Overseas Grant Thornton network firms 147 150

Remuneration for audit and review of financial statements 192 190

Other servicesAuditors of Aquaint Capital Holdings Limited

- Other services relating to the IPO - 67- Taxation compliance - -

Overseas Grant Thornton network firms:- Other services relating to the IPO - 176- Taxation compliance 11 11

Total other service remuneration 11 254Total auditor’s remuneration 203 444

26 Subsidiaries

26.1 Acquisition of Imperial Marina Pte Ltd

On 1 September 2014, Aquaint Property Pte Ltd acquired 100% of Imperial Marina Pte Ltd which holds 27% equity interest in Para Impiana Sdn Bhd, a property development company for a 818 units waterfront residential development project Aquaint Danga Residensi in Johor Bahru, Malaysia.

The details of the business combination are as follows:

A$Fair value of consideration transferredAmount settled in cash 2Total 2

Recognised amounts of identifiable net assetsCash and cash equivalents 8,336Investment accounted for using equity method 1,654,138Total current assets 1,662,47

Other payables and accruals (1,675,507)Total current liabilities (1,675,507)

Identifiable net assets (13,031)Goodwill on acquisition 13,033Consideration transferred settled in cash 2Cash and cash equivalents acquired (8,336)Net cash inflow on acquisition (8,334)

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26 Subsidiaries Cont

26.1 Acquisition of Imperial Marina Pte Ltd Cont

Consideration transferred

The acquisition of Imperial Marina Pte Ltd was settled in cash A$2.

Identifiable net assets

The fair value of the investment in associate net of the liabilities acquired as part of the business combination amounted to S$2.

Goodwill

Goodwill of A$13,033 is primarily related to the expected future profitability from the 27% equity interest in Para Impiana Sdn Bhd, a property development company for a 818 units waterfront residential development project Aquaint Danga Residensi in Johor Bahru, Malaysia has been impaired

26.2 Acquisition of Silvernote Sdn Bhd

On 1 September 2014, Aquaint Property Sdn Bhd acquired 100% of Silvernote Sdn Bhd which plays a sub-sales role of a residential and commercial development project in Petaling Jaya, Malaysia

A$Fair value of consideration transferredAmount settled in cash 1Total 1

Recognised amounts of identifiable net assetsCash and cash equivalents 3,752Trade and other receivables 627,306Other receivables 330,151Deposits paid 368,069Total current assets 1,329,278

Deferred income (1,358,842)Accrual (893)Total current liabilities (1,359,735)

Identifiable net assets (30,457)Goodwill on acquisition 30,458Consideration transferred settled in cash 1Cash and cash equivalents acquired (3,752)Net cash inflow on acquisition (3,751)

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26 Subsidiaries Cont

26.2 Acquisition of Silvernote Sdn Bhd Cont

Consideration transferred

The acquisition of Silvernote Sdn Bhd was settled in cash A$1.

Identifiable net assets

The fair value of the trade and other receivables, net of deferred income amounted to A$1

Goodwill

Goodwill of A$30,458 primarily related to the expected future profitability from the sub-sales of a residential and commercial development project in Petaling Jaya, Malaysia has been impaired.

26.3 Incorporation of Aquaint Management Pte Ltd

• Aquaint Management Pte Ltd was incorporated on 17 December 2013 with a A$2 paid up capital by Aquaint Property Pte Ltd for the provision of property management services.

26.4 Incorporation of Aquaint Management Sdn Bhd

• Aquaint Management Sdn Bhd was incorporated on 3 January 2014 with aA $1 paid-up capital by Aquaint Management Pte Ltd for the provision of property management services.

27 Operating leases

The Group as lessee:

The Group leases an office under an operating lease. The future minimum lease payments are as follows:

Minimum lease payments dueWithin 1 year

1 to 5 years

After 5 years Total

A$’000 A$’000 A$’000 A$’000

31 December 2013 153 32 - 18531 December 2014 177 210 - 387

Lease expense during the year amounted to A$189,000 representing the minimum lease payments. The rental contract has a non-cancellable term of 2 years.F

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27 Operating leases Cont

The Group as lessor:

Minimum lease received dueWithin 1 year

1 to 5 years

Over 5 years Total

A$’000 A$’000 A$’000 A$’000

31 December 2013 119 - - 11931 December 2014 - - - -

Lease received during the year amounted to A$128,000 representing the minimum lease received. Since the investment property was sold during the year as detailed in note 16 above, there are no lease contracts outstanding as at 31 Dec 2014.

28 Financial instrument risk

Risk management objectives and policies

The Group is exposed to various risks in relation to financial instruments. The Group’s financial assets and liabilities by category are summarised in Note 14.1. The main types of risks are market risk, credit risk and liquidity risk.

The Group’s risk management is coordinated at its headquarters, in close cooperation with the board of directors, and focuses on actively securing the Group’s short to medium-term cash flows by minimising the exposure to financial markets. Long-term financial investments are managed to generate lasting returns.

The Group does not actively engage in the trading of financial assets for speculative purposes nor does it write options. The most significant financial risks to which the Group is exposed are described below.

Market risk analysis

The Group is exposed to market risk through its use of financial instruments and specifically to currency risk, interest rate risk and certain other price risks, which result from both its operating and investing activities.

Foreign currency sensitivity

Most of the Group’s foreign currency risk arises on the translation of transactions that are carried out other than Australian dollars into the Group’s reporting currency (AUD). The currencies giving rise to this risk are primarily the United States dollar (USD), Pound sterling (GBP), Singapore dollar (SGD) and Malaysian ringgit (MYR). The Group does not use forward contracts to hedge its exposure to foreign currency risk in the local functional currency.

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28 Financial instrument risk Cont

Market risk analysis Cont

Foreign currency sensitivity Cont

Foreign currency denominated financial assets and liabilities which expose the Group to currency risk are disclosed below. The amounts shown are those reported to key management translated into AUD at the closing rate:

Short term exposure Long term exposureUSD GBP SGD MYR USD GBP SGD MYR

A$’000 A$’000 A$’000 A$’000 A$’000 A$’000 A$’000 A$’00031 December 2013- Financial assets 3,267 149 12,890 3,076 17,262 - 1,676 897- Financial liabilities - (2,457) (2,069) (282) - - - (999)Total exposure 3,267 (2,308) 10,821 2,794 17,262 - 1,676 (102)

Short term exposure Long term exposureUSD GBP SGD MYR USD GBP SGD MYR

A$’000 A$’000 A$’000 A$’000 A$’000 A$’000 A$’000 A$’00031 December 2014- Financial assets - 32 168 1,097 16,360 - 16,248 -- Financial liabilities - - (2,025) (2,571) - - - -Total exposure - 32 (1,856) (1,474) 16,360 - 16,248 -

The following table illustrates the sensitivity of profit and equity in regards to the Group’s financial assets and financial liabilities and the USD/AUD exchange rate, GBP/AUD exchange rate, SGD/AUD exchange rate, MYR/AUD ‘all other things being equal’. It assumes a +/- 5% change of the AUD/USD exchange rate for the year ended at 31 December 2014. A +/- 5% change is considered for the AUD/GBP exchange rate. A +/- 5% change is considered for the AUD/SGD exchange rate. A +/- 5% change is considered for the AUD/MYR exchange rate. Both of these percentages have been determined based on the average market volatility in exchange rates in the previous 12 months. The sensitivity analysis is based on the Group’s foreign currency financial instruments held at each reporting date and also takes into account forward exchange contracts that offset effects from changes in currency exchange rates.

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Market risk analysis Cont

Foreign currency sensitivity Cont

If the AUD had strengthened against the USD by 5%, GBP by 5%, SGD by 5% and MYR by 5% respectively then this would have had the following impact:

Profit for the year Equity

USD GBP SGD MYR Total USD GBP SGD MYR Total

A$’000 A$’000 A$’000 A$’000 A$’000 A’000 A$’000 A$’000 A$’000 A$’000

31 December 2013 679 (195) 543 111 1,138 679 (195) 543 111 1,138

31 December 2014 818 2 719 (74) 1,465 818 2 719 (74) 1,465

If the AUD had weakened against the USD by 5%, GBP by 5%, SGD by 5% and MYR by 5% respectively then this would have had the following impact:

Profit for the year Equity

USD GBP SGD MYR Total USD GBP SGD MYR Total

A$’000 A$’000 A$’000 A$’000 A$’000 A$’000 A$’000 A$’000 A$’000 A$’000

31 December 2013 (679) 195 (543) (111) (1,138) (679) 195 (543) (111) (1,138)

31 December 2014 (818) (2) (719) 74 (1,465) (818) (2) (719) 74 (1,465)

Exposures to foreign exchange rates vary during the year depending on the volume of overseas transactions. Nonetheless, the analysis above is considered to be representative of the Group’s exposure to currency risk.

Interest rate sensitivity

Interest rate risk is the risk that the fair value or future cash flows of the Group’s financial instruments will fluctuate because of changes in market interest rates.

The Group’s bank borrowings, loans receivable from third parties have fixed interest rates and there is no significant exposure to interest rate risk for these instruments.

The Group’s exposure to interest rate risk arises primarily from cash deposits placed with the financial institutions. The Company managed the interest rate risks by placing cash deposits with reputable financial institutions on varying maturities and interest rate terms.

The sensitivity analysis for changes in interest rate is not disclosed as the effect on profit or loss is considered not significant.

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Credit risk analysis

Credit risk is the risk that a counterparty fails to discharge an obligation to the Group. The Group is exposed to this risk for various financial instruments, for example by granting loans and receivables to customers, third parties. The Group’s maximum exposure to credit risk is limited to the carrying amount of financial assets recognised at the reporting date, as summarised below:

2014 2013Classes of financial assets - A$’000 A$’000Carrying amounts:Loans and receivable from third parties 28,248 33,527Cash and cash equivalents 685 3,715Trade and other receivables 6,586 5,587

35,519 42,829

The Group continuously monitors defaults of customers and other counterparties, identified either individually or by group, and incorporates this information into its credit risk controls. Where available at reasonable cost, external credit ratings and/or reports on customers and other counterparties are obtained and used. The Group’s policy is to deal only with creditworthy counterparties.

As detailed in note 14, the unpaid interest receivable from Aquaint Pte Ltd, Azea Capital Pte Ltd and Baldric Pte Ltd have been renegotiated and repayment extended for a further 3 years from 1 November 2014. The Group’s management has reviewed all its loans and receivables and impairments made where required. They consider all of the other financial assets that are not impaired or past due for each of the 31 December reporting dates under review are of good credit quality.

At 31 December the Group has certain trade receivables that have not been settled by the contractual due date but are not considered to be impaired. The amounts at 31 December, analysed by the length of time past due, are:

2014 2013A$’000 A$’000

Not more than 3 months 66 3,582More than 3 months but not more than 6 months 36 -More than 6 months but not more than 1 year 634 -More than 1 year 5,212 -Total 5,948 3,582F

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Credit risk analysis Cont

Trade and other receivables

The average credit terms granted to customers is about 30 days. The Company establishes an allowance for impairment that represents its estimate of incurred losses in respect of trade and other receivables. The main component of this allowance is a specific loss component that relates to individually significant exposures. The allowance account in respect of trade and other receivables is used to record impairment losses unless the Company is satisfied that no recovery of the amount owing is possible. At that point, the financial asset is considered irrecoverable and the amount charged to the allowance account is written off against the carrying amount of the impaired financial asset.

The carrying amounts of trade and other receivables and cash and cash equivalents included in the statement of financial position represent the Company’s maximum exposure to credit risk in relation to the Company’s financial assets. There is no significant concentration of credit risk as the exposure is spread over a large number of counter-parties and customers. No other financial assets carry a significant exposure to credit risk.

The outstanding receivable for more than 1 year relates to the development of the property project in India and will be recoverable as the project progresses.

At the reporting date, other than as disclosed in Note 13, no other allowances for impairment have been considered necessary in respect of trade and other receivables based on the creditworthiness of the counterparties and credit quality and past collection history of the customers.

Loans receivables

Credit policies are formulated covering collateral requirements, credit assessment, risk grading and reporting, documentary and legal procedures, and compliance with regulatory and statutory requirements. All credit facilities require the approval by management as appropriate. All collateral assets must be tangible and accessible or marketable in Germany, United Kingdom, United State of America and India.

The Company has in place a monitoring system to identify early symptoms of problematic loan accounts. A risk grading system is used in determining where impairment provisions may be required against specific credit exposures. Risk grades are subject to regular reviews and credit exposures take into consideration of stress testing of the fair value of collateral and other security enhancements held against the loan and receivables.

In order to mitigate the concentration of credit risk, the loan and receivables are secured on the borrower’s assets where appropriate.

The Company establishes an allowance for impairment losses that represents its estimates of incurred losses in its loan portfolio. The main components of this allowance are a specific loss component that relates to individually significant exposures, and a collective loan loss allowance.

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Credit risk analysis Cont

Loans receivables Cont

The Company does not hold any collateral. The maximum exposure to credit risk is represented by the carrying amount of each class of financial assets in the statement of financial position.

Loan and receivables are neither past due or impaired except as disclosed above. There are no other loans and advances graded as doubtful as at 31 December 2014.

Cash balances are placed with reputable financial institutions of high credit rating.

Liquidity risk analysis

Liquidity risk is the risk that the Group might be unable to meet its obligations. The Group manages its liquidity needs by monitoring scheduled debt servicing payments for long-term financial liabilities as well as forecast cash inflows and outflows due in day-to-day business.

As part of its overall prudent liquidity management, the Group manages liquidity risk by continuously monitoring forecast and actual cash flows and matching maturity profiles of financial assets and liabilities.

As at 31 December 2014, the Group’s non-derivative financial liabilities have contractual maturities (including interest payments where applicable) as summarised below:

Current Non-currentWithin 6 months

6 to 12 months

1 to 5 years

Later than 5 years

31 December 2014 A$’000 A$’000 A$’000 A$’000

Financial liabilities 357 - 897 -Trade and other payables 3,658 1,359 - -Total 4,015 1,359 897 -

31 December 2013 A$’000 A$’000 A$’000 A$’000

Financial liabilities - 2,890 999 -Trade and other payables 2,992 - - -Total 2,992 2,890 999 -

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29 Fair value measurement

Fair value measurement of financial instruments

Financial assets and financial liabilities measured at fair value in the statement of financial position are grouped into three Levels of a fair value hierarchy. The three Levels are defined based on the observability of significant inputs to the measurement, as follows:

• Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities

• Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly

• Level 3: unobservable inputs for the asset or liability.

The following table shows the Levels within the hierarchy of financial assets and liabilities measured at fair value on a recurring basis at 31 December 2014.

31 December 2014 Level 1 Level 2 Level 3 TotalA$’000 A$’000 A$’000 A$’000

Financial assetsLoans and receivables - - 28,248 28,248Total assets - - 28,248 28,248

Net fair value - - 28,248 28,248


Financial assetsLoans and receivables - - 33,334 33,527Total assets - - 33,334 33,527

Net fair value - - 33,334 33,527

There were no transfers between Level 1 and Level 2 in 2014 and 2013.

Measurement of fair value of financial instruments

The Group engages third party valuation specialists for valuing property projects in connection with loans advanced by the Group.F

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29 Fair value measurement Cont

Fair value measurement of financial instruments Cont

The valuation techniques used for instruments categorised in Levels 2 are described below:

Loans and receivables

The Group’s investments in Bria East Asia Fund are not traded in active markets. These have been fair valued using observable market rate of the secured assets for these investments. The Group’s loan receivables disclosed under note 14 are valued with reference to third party valuation specialists’ reports.

Fair value measurement of non-financial instruments

The following table shows the Levels within the hierarchy of non-financial assets measured at fair value on a recurring basis at 31 December 2014:


Investment property:- Residential in United Kingdom - - - -


Investment property:- Residential in United Kingdom - 4,065 - 4,065

Fair value of the Group’s main property assets is estimated based on appraisals performed by independent, professionally-qualified property valuers. The significant inputs and assumptions are developed in close consultation with management. The valuation processes and fair value changes are reviewed by the board of directors and audit committee at each reporting date.

The above Investment Property was disposed of during 2014.

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30 Capital management policies and procedures

The Group’s capital management objectives are:

• to ensure the Group’s ability to continue as a going concern; and

• to provide an adequate return to shareholders by pricing products and services commensurately with the level of risk.

The Group monitors capital on the basis of the carrying amount of equity plus its loan receivables, less cash and cash equivalents as presented on the face of the statement of financial position and cash flow hedges recognised in other comprehensive income.

The Group’s goal in capital management is to maintain a capital-to-overall financing ratio of approximately 50:50. Management assesses the Group’s capital requirements in order to maintain an efficient overall financing structure while avoiding excessive leverage. This takes into account the subordination levels of the Group’s various classes of debt. The Group manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.

The amounts managed as capital by the Group for the reporting periods under review are summarised as follows:

2014 2013A$’000 A$’000

Total equity 29,898 39,304Cash and cash equivalents 685 3,715Capital 30,583 43,019

Total equity 29,898 39,304Borrowings 1,254 3,889Overall financing 31,152 43,193

Capital-to-overall financing ratio 0.98 0.99

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31 Parent entity information

Information relating to Aquaint Capital Holdings Limited (‘the parent entity’)

2014 2013A$’000 A$’000

Statement of financial positionCurrent assets 33,770 35,753Total assets 35,972 38,908Current liabilities (289) (2,251)Total liabilities (289) (2,251)Net assets 35,683 36,657

Issued capital 37,785 37,785Accumulated lost at beginning of year (1,128) (1,128)Loss for the year (974) -Total equity 35,683 36,657

Statement of profit or loss and other comprehensive incomeLoss for the year (974) (1,128)Other comprehensive income - -Total comprehensive loss (974) (1,128)

32 Post-reporting date events

No adjusting or significant non-adjusting events have occurred between the reporting date and the date of authorisation except for the rescinding of the Share Purchase Agreement entered with Elpis Property Sdn Bhd and Goodwood Union Sdn Bhd as disclosed in the Directors’ report and allowance for receivables amounting to A$ 2,316,000 has been recognised as detailed in note 13 above.

33 Contingent liabilities

Claim by financial advisor company

During the year, Aquaint Capital Holdings Limited entered into an agreement with certain financial advisor company to facilitate the provision of a loan facility. However, due to certain disagreement with respect to their funding proposals, Aquaint Capital Holdings Limited discontinued with the arrangement. Subsequently, the latter parties filed the claim which management estimated to approximate A$30,000.

Contingent payment

One of the subsidiaries has entered into an undertaking agreement with a developer for subsale of 34 units of commercial properties, of which 6 units remained unsold as at 31 December 2014 and the expected cash outlay is MYR 20.5 million.

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Directors’ Declaration

1. In the opinion of the directors of Aquaint Capital Holdings Limited:

a. the consolidated financial statements and notes of Aquaint Capital Holdings Limited are in accordance with the Corporations Act 2001, including

iv giving a true and fair view of its financial position as at 31 December 2014 and of its performance for the financial year ended on that date; and

v complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001; and

b. there are reasonable grounds to believe that Aquaint Capital Holdings Limited will be able to pay its debts as and when they become due and payable.

2. The directors have been given the declarations required by Section 295A of the Corporations Act 2001 from the chief executive officer and chief financial officer for the financial year ended 31 December 2014.

3. Note 2 confirms that the consolidated financial statements also comply with International Financial Reporting Standards.

Signed in accordance with a resolution of the directors:

Director......................................................................Tan Yang Po

Dated the 27th day of April 2015

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INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF AQUAINT CAPITAL HOLDINGS LIMITED Report on the financial report We have audited the accompanying financial report of Aquaint Capital Holdings Limited (the “Company”), which comprises the consolidated statement of financial position as at 31 December 2014, the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information and the directors’ declaration of the consolidated entity comprising the Company and the entities it controlled at the year’s end or from time to time during the financial year.

Directors’ responsibility for the financial report The Directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001. The Directors’ responsibility also includes such internal control as the Directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. The Directors also state, in the notes to the financial report, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, the financial statements comply with International Financial Reporting Standards.

Auditor’s responsibility Our responsibility is to express an opinion on the financial report based on conducting the audit in accordance with Australian Auditing Standards. Because of the matters described in the Basis for Disclaimer of Opinion paragraph we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion.

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Independence In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001.

Basis for Disclaimer of Opinion We have been unable to obtain sufficient appropriate audit evidence on the books and records and the basis of accounting of the consolidated entity. Specifically, we have been unable to satisfy ourselves on the following areas:

i. Valuation and impairment of loans – India Included within non-current Loans and Receivables and Trade and Other Receivables is $30,935,000 of receivables in relation to Indian property developments being the “Azea Botanica” and “Amar Shaheed Path” projects. The impairment analysis prepared by management is based upon independent valuations of the Azea Botanica and Amar Shaheed Path projects which have been prepared on a going concern basis. The independent valuations were based on certain assumptions which may no longer be valid. In particular, the requirement to extend the maturity date of certain investments into the projects which have become due and not formally extended. We have been unable to obtain supporting evidence which provides sufficient appropriate audit evidence that investments will be realised through the completion of the projects and therefore the basis of the impairment model using a going concern assumption may not be appropriate.

ii. Going concern As set out in Note 6, the financial report has been prepared on a going concern basis. The consolidated entity has reported a loss before income tax of $7,252,000 (including impairment charges of $8,904,000 and $2,316,000 in relation to financial assets and trade receivables respectively) for the year ended 31 December 2014. As at 31 December 2014 current liabilities exceeded current assets by $2,786,000. As disclosed in Note 6 the ability of the consolidated entity to continue as a going concern is dependent upon the raising of additional capital.

We have been unable to obtain sufficient audit evidence as to whether the consolidated entity will be able to obtain such financing, and hence remove significant doubt of its ability to continue as a going concern for a period of twelve months from the date of this auditor’s report.

iii. Related party disclosures and control A significant proportion of loans receivable as at 31 December 2014 are due from related parties.

Under Australian Accounting Standard AASB 10 the concept of control is not limited to majority ownership, rather an assessment of a number of factors including power to control through key decision making processes. We have been unable to obtain sufficient appropriate audit evidence to determine whether the Company has control over a number of related parties.

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A significant proportion of non-current loans as at 31 December 2014 are due from related parties. The loan impairment analysis prepared by management as at 31 December 2014 is based on certain assumptions derived from director related entities. We have been unable to obtain sufficient appropriate audit evidence to determine whether the loan impairment analysis prepared by management is complete.

The Company has generated significant transactions with related parties during the year ended 31 December 2014. We have been unable to obtain sufficient appropriate audit evidence to determine whether disclosures of related party transactions included within the financial report are complete.

iv. Completeness of Other Transactions with Key Management Personnel We were unable to obtain sufficient appropriate audit evidence to determine the completeness of Other Transactions with Key Management Personnel and the terms and conditions at which those transactions were executed. Consequently, we were unable to determine whether any of those transactions were conducted at an arms length or whether any additional disclosures are required to the relevant notes.

v. Completeness of Contingent Liabilities and Subsequent Event disclosures We were unable to obtain sufficient appropriate audit evidence to determine the completeness of the contingent liabilities and subsequent event disclosures. Consequently, we were unable to determine whether any additional disclosures are required to the relevant notes.

vi. To the date of the directors approving the financial statements, we were not provided with sufficient appropriate audit evidence, or time, to finalise our procedures pertaining to various disclosures and transactions contained within the financial report. This constitutes a limitation of scope.

As a result of these matters, we were unable to determine whether any adjustments might have been found necessary in respect of the elements making up the consolidated statement of financial position, consolidated statement of profit and loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows, and related notes and disclosures thereto.

Disclaimer of Opinion Because of the significance of the matters described in the Basis for Disclaimer of Opinion paragraphs, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion. Accordingly, we do not express an opinion on the financial report.

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Report on the remuneration report We have audited the remuneration report included in the directors’ report for the year ended 31 December 2014. The Directors of the Company are responsible for the preparation and presentation of the remuneration report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the remuneration report, based on our audit conducted in accordance with Australian Auditing Standards.

Basis for Disclaimer Opinion on the Remuneration Report We were unable to obtain sufficient appropriate audit evidence to determine the completeness of disclosures in relation to Other Transactions with Key Management Personnel.

Basis for Disclaimer Opinion on the Remuneration Report Disclaimer of Opinion In our opinion, due to the significance of the matters described in the Basis for Disclaimer of Opinion on the remuneration report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion. Accordingly, we do not express an opinion on Remuneration report for Aquaint Capital Holdings Limited for the year ended 31 December 2014.


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Additional information as at 28 February 2015 required by the Australian Stock Exchange Listing Rules and not disclosed elsewhere in this report.

Home Exchange

The Company is listed on the Australian Stock Exchange. The Home Exchange is Sydney.

Substantial Holders

Holdings of substantial shareholders are set out below.

Ordinary Shares Quantity

Tan Yang Po 6,890,449

Soo Ming Chiang 5,814,000

The number of holders in each class of securities

The numbers of holders in each class of securities on issue at 28 February 2014 were as follows:

Type of securityNumber of

holdersQuantity of securities

Ordinary shares 483 91,932,283

Ordinary shares 24 months escrow 19 15,024,580

Restricted securities

The escrow year for the restricted shares ends on 11 November 2015. There are no securities on voluntary escrow.

Class of Shares and Voting Rights

The voting rights attached to ordinary shares, as set out in the Company’s Constitution, are that every member in person or by proxy, attorney or representative, shall have one vote on a show of hands and one vote for each share held on a poll.

A member holding partly paid shares is entitled to a fraction of a vote equivalent to the proportion which the amount paid up bears to the issue price for the share.

Shareholder Information

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Distribution of Shareholders

As at 28 February 2015, the total distribution of fully paid shareholders, being the only class of equity, was as follows:

RangeNumber of

HoldersNumber of

shares1 - 1,000 1 1,0001,001 - 5,000 33 134,8075,001 - 10,000 31 261,82410,001 - 100,000 230 10,617,917100,001 and over 196 95,941,315Total 491 106,956,863

Unmarketable Parcels

As at 28 February 2015, 2 shareholders held less than marketable parcels of 2,137 shares.

Twenty Largest Quoted Shareholders

As at 28 February 2014 the twenty largest quoted shareholders held 45.67% of the fully paid ordinary shares as follows:

Name Quantity %1 Hsbc Custody Nominees (Australia) Limited 7,950,497 7.432 Tan Yang Po 6,979,449 6.533 Soo Ming Chiang 5,814,000 5.444 Wang Eng Chin 5,404,536 5.055 Sunil Kumar Ramchandani 4,000,592 3.746 Sunil Kumar Ramchandani & Lani Cabarles Ramchandani 3,334,000 3.127 Tan Peter 2,096,500 1.968 Beh Boon San 1,887,005 1.769 Citicorp Nominees Pty Limited 1,740,793 1.6310 Dolphy Yeo 1,307,001 1.2211 Lingamneni Praveen 1,180,467 1.1012 Lim Chee Kiat 1,159,002 1.0813 Teoh Kong Tuck & Teoh Kong Choo 938,001 0.8814 Uob Kay Hian Private Limited <Clients A/C> 923,410 0.8615 Ramzi Bin Kadri 879,001 0.8216 Wong Yee Mei Denise 859,001 0.8017 Stanfield Funds Management Limited 833,500 0.7818 Wong Hai Kok 788,004 0.7419 Leong Wai Fong 775,002 0.7320 Chong Phaik Oui 769,006 0.72 Total 49,618,767 46.39


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On Market Buy Back

There is no on market buy-back.

On Market Buy Back L.R. 4.10.18

There is no on market buy-back.

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Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of members for Aquaint Capital Holdings Limited is to be convened at 24 Raffles Place, # 07-04 Clifford Centre, Singapore 048621 on Thursday 28 May 2015 at 11.00 am Singapore Time (1.00 pm AEST)

AGENDA

ORDINARY BUSINESS

Financial Statements

To receive and consider the Company’s Annual Financial Report, the Directors’ Report and the Auditor’s Report for the year ended 31 December 2014.

To consider and, if thought fit, pass the following resolutions, with or without amendment:

Resolution 1 Adoption of the Remuneration Report

‘That the Remuneration Report for the year ended 31 December 2014 be and is hereby adopted.’

Resolution 2 Re-election of a Director

‘That Mrs Heather Jane Chong be and is hereby re-elected as a Director.’

Resolution 3 Re-election of a Director

‘That Mr Daniel Gark Bin Tan be and is hereby elected as a Director.’

To transact any other business that may be brought forward in accordance with the Company’s Constitution.

By order of the Board

Marcelo MoraCompany Secretary

25 April 2015

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Other information

An Explanatory Memorandum accompanies and forms part of this notice of Annual General Meeting.

All Shareholders should read the Explanatory Memorandum carefully and in its entirety. Shareholders who are in doubt regarding any part of the business of the Meeting should consult their financial or legal adviser for assistance.

Voting by proxy

Any Shareholder entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote instead of that Shareholder.

The proxy does not need to be a Shareholder of the Company.

A Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, each proxy may exercise half of the Shareholder’s votes.

Proxies must be appointed at the Company’s share registry, Boardroom Pty Ltd; or faxed to the fax number specified below not later than 11.00 am Singapore Time (1.00 pm AEST) on Tuesday 26 May 2015.

Proxies can be appointed in one of three ways:

a) online through the share registry’s website at www.votingonline.com.au/aquaintagm2015

b) by posting or delivering the Proxy Form by hand to share registry (addresses below); or

c) by faxing the Proxy Form to the share registry (fax number below).

Postal address: Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001

Fax number: +61 2 9290 9655

Hand deliveries to our share registry: Boardroom Pty Limited Level 7 207 Kent Street Sydney NSW 2000

The proxy form has been enclosed. Please read all instructions carefully before completing the proxy form.

Entitlement to vote

In accordance with Section 1074E(2)(g)(i) of the Corporations Act and Regulation 7.11.37 of the Corporations Regulations, the Company has determined that for the purposes of the meeting all shares will be taken to be held by the persons who held them as registered Shareholders at 5:00pm Singapore time (7.00pm AEST) on 25 May 2015. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

Voting Intentions

Subject to any voting restrictions and exclusions, the Chairman intends to vote in favour of the resolutions.

In respect of undirected proxies, subject to any voting restrictions and exclusions, the Chairman intends to vote in favour of the resolution.

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Explanatory Memorandumto the Notice of Annual General Meeting

to be held on 28 May 2015

This Explanatory Memorandum has been prepared to assist members to understand the business to be put to members at the Annual General Meeting to be held at, 24 Raffles Place, # 07-04 Clifford Center, Singapore 048621 on Thursday, 28 May 2015 at 11.00 am Singapore time (1.00 pm AEST).

Financial Report

The Financial Report, Directors’ Report and Auditor’s Report for the Company for the year ended 31 December 2014 will be laid before the meeting. There is no requirement for shareholders to approve these reports, however, the Chair of the meeting will allow a reasonable opportunity to ask about the content of the Annual Report.

Resolution 1

The Remuneration Report, which forms part of the Directors’ Report in the Company’s 2014 Annual Report, contains certain prescribed details, sets out the policy adopted by the Board of Directors and discloses the payments to Directors.

In accordance with section 250R of the Corporations Act, a resolution that the Remuneration Report be adopted must be put to the vote. The resolution is advisory only and does not bind the Directors or the Company.

Shareholders will be given a reasonable opportunity at the meeting to comment on and ask questions about the Company’s Remuneration Report.

The Chair intends to exercise all undirected proxies in favour of Resolution 1. If the Chair of the Meeting is appointed as your proxy and you have not specified the way the Chair is to vote on Resolution 1, by signing and returning the Proxy Form, you are considered to have provided the Chair with an express authorisation for the Chair to vote the proxy in accordance with the Chair’s intention

The Directors recommend that you vote IN FAVOUR of advisory Resolution 1.

The Chair of the Meeting intends to vote undirected proxies IN FAVOUR of Resolution 1.

Resolution 2

In accordance with Article 3.6 of the Company’s Constitution and the Corporations Act, Mrs Heather Jane Chong retires as Director by rotation and, being eligible, offers herself for re-election.

Heather is the Chief Executive Officer of Qew Orchards, a large family owned apricot orchard in Tasmania, Australia. She is also an independent director of ASX listed property development company GPS Alliance Holdings Limited.

Heather is an accountant by profession and has significant board experience. She sits on a number of corporate and non-profit boards and holds a number of offices in non-profit organisations, including NRM South and Asthma Foundation of Tasmania. Heather is an Alderman on Clarence City Council. She is currently a member of the Australian Institute of Company Directors (Tasmania) Council. Heather also has extensive Asia experience having served as Chief Accountant for one of Hong Kong’s largest construction companies and as a senior executive in the Asian operations of what was then the world’s second largest software house.

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Heather holds a B.Sc (Hons) in Psychology and an MBA. Heather is a member of the Institute of Chartered Accountants of England and Wales, and a Fellow of the Australian Institute of Company Directors.

Heather is the recipient of the Rural Industries Research and Development Corporations Rural Women’s Award for Tasmania (2005), the Westpac Group Business Owners Award for Tasmania and the Telstra Tasmania Business Woman of the Year (2003). Mrs Chong is currently a director of ASX listed company GPS Alliance Holdings Limited.

She has been a Director of Aquaint Capital Holdings Limited since 24 June 2013.

With Heather Chong abstaining, the Directors recommend that you vote IN FAVOUR of Resolution 2.


Resolution 3

In accordance with Article 3.3 of the Company’s Constitution and the Corporations Act, Mr Daniel Gark Bin Tan who was appointed as a Director during the year retires in accordance with these requirements and, being eligible, offers himself for re-election.

A veteran and specialist in corporate real estate asset management having worked with big corporations such as Goodwood Hotels, AIA, Liang Court, Noel Gifts, NatSteel, Chesterton International and Colliers International where he has managed commercial real estate in excess of S$1 billion and development project of S$750 million. He had also worked on regional projects covering London, Australia, Malaysia, Thailand and Singapore. Daniel also lectured at Curtin University, Perth in the field of property development, property market analysis, property management, business valuation and valuation practice.

He has a MSc in Real Estate (National University of Singapore), a BBA, Marketing (RMIT Australia), a Certified Diploma in Accounts & Finance (ACCA, UK) and Member, Royal Institute of Chartered Surveyors.

Daniel Tan has not held a directorship in the past three years.

With Daniel Tan abstaining, the Directors recommend that you vote IN FAVOUR of Resolution 3.



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YOUR VOTE IS IMPORTANTFor your vote to be effective it must be recorded before 11:00am SGT (1:00pm AEST) on Tuesday 26 May 2015.

TO VOTE ONLINE BY SMARTPHONE

STEP 1: VISIT www.votingonline.com.au/aquaintagm2015

STEP 2: Enter your holding/investment type:

STEP 3: Enter your Reference Number:

STEP 4: Enter your VAC:

PLEASE NOTE: For security reasons it is important you keep the above information confidential Scan QR Code using smartphoneQR Reader App

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXYIndicate who you want to appoint as your Proxy.If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a security holder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a Second ProxyYou are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.

To appoint a second proxy you must:(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.(b) return both forms together in the same envelope.

STEP 2 VOTING DIRECTIONS TO YOUR PROXYTo direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid.

Proxy which is a Body CorporateWhere a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

STEP 3 SIGN THE FORM The form must be signed as follows:Individual: This form is to be signed by the securityholder.Joint Holding: where the holding is in more than one name, all the securityholders should sign.Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENTProxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 11:00am SGT (1:00pm AEST) on Tuesday 26 May 2015. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged:

Online www.votingonline.com.au/aquaintagm2015

By Fax + 61 2 9290 9655

By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

In Person Level 12, 225 George Street, Sydney NSW 2000 Australia

Attending the MeetingIf you wish to attend the meeting please bring this form with you to assist registration.

All Correspondence to:

By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

Level 7, 207 Kent Street, Sydney NSW 2000 Australia

By Fax: +61 2 9290 9655

Online: www.boardroomlimited.com.au By Phone: (within Australia) 1300 737 760

(outside Australia) +61 2 9290 9600

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Aquaint Capital Limited ACN 164 440 859

Your AddressThis is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes.Please note you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of Aquaint Capital Limited (Company) and entitled to attend and vote hereby appoint:

the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered shareholder) you are appointing as your proxy below

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Annual General Meeting of the Company to be held at 24 Raffles Place, #07-04 Clifford Centre, Singapore 048621 on Thursday 28 May 2015 at 11:00am SGT (1:00pm AEST) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

Chair of the Meeting authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolution 1, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of this Resolution even though Resolution 1 is connected with the remuneration of a member of the key management personnel for the Aquaint Capital Limited.The Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolution 1). If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the ‘Against’ or ‘Abstain’ box opposite that resolution.

STEP 2 VOTING DIRECTIONS* If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority if a poll is called.

For Against Abstain*

Resolution 1 To Adopt the Remuneration Report

Resolution 2 To re-elect Mrs Heather Jane Chong as a Director

Resolution 3 To re-elect Mr Daniel Gark Bin Tan as a Director

STEP 3 SIGNATURE OF SHAREHOLDERSThis form must be signed to enable your directions to be implemented.

Individual or Securityholder 1

Sole Director and Sole Company Secretary

Securityholder 2

Director

Securityholder 3

Director / Company Secretary

Contact Name……………………………………… Contact Daytime Telephone……………………… Date / / 2015

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Incorporation No. ACN: 164 440 859

Directors Tan Yang Po Executive ChairpersonSoo Ming Chiang Non-executive Director Daniel Tan Gark Bin Executive DirectorRoy Ling Chung Yee Non-Executive DirectorHeather J. Chong Non-Executive Director

Company Secretaries Marcelo MoraRaman Bhalla

Registered Office Level 19, 1 O’Connell StreetSydney NSW 2000AustraliaTelephone: (02) 8249 1904Web site: www.aquaintcapital.com.au

Singapore Office 24 Raffles Place, #07-04 Clifford CentreSingapore 048621Telephone: (65) 6532 2920Facsimile: (65) 6532 0509Web site: www.aquaintcapital.com.au

Share Registry Boardroom Pty LtdLevel 7, 207 Kent StreetSydney NSW 2000Telephone: 1300 737 760 Facsimile: 1300 653 459

Banker Australia and New Zealand Banking Group Limited10 Collyer Quay #20-00Ocean Financial CentreSingapore 049315

Auditors Grant Thornton Audit Pty LtdLevel 67, Greenhill RoadWayville SA 5034

Stock Exchange Listings Australian Securities Exchange (Code – AQU)

Corporate Directory

Email: [email protected]

Designed and Produced by

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Aquaint Capital Holdings Limited

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