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VinaLand Limited Annual financial results

23/08/2019 12:19pm

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TIDMVNL

RNS Number : 0980K

VinaLand Limited

23 August 2019

VinaLand Limited

Audited financial results for the twelve months ended 30 June 2019

VinaLand Limited ("the Company" or "VNL") today announces its full year results for the twelve months ended 30 June 2019 ("the Year").

Financial highlights:

   --      Net asset value per share at 30 June 2019 of USD0.006 (30 June 2018: USD0.29). 

Operational highlights:

-- During the year, VNL divested its three remaining holdings, resulting in net proceeds of approximately USD38.4 million.

-- The Company made a distribution from its paid-in capital totalling of USD45.45 million or 31 cents per ordinary share to Shareholders.

The financial statements will be posted to shareholders and are available on the Company's website at https://vnl.vinacapital.com .

About VinaCapital:

Founded in 2003, VinaCapital is a leading investment management and real estate development firm headquartered in Vietnam, with a diversified portfolio of USD1.8 billion in assets under management. The firm's flagship closed-ended VinaCapital Vietnam Opportunity Fund Limited trades on the Main Market of the London Stock Exchange. VinaCapital also manages several open-ended funds, including the Forum One - VCG Partners Vietnam Fund, one of Vietnam's leading UCITS-compliant funds, the Vietnam Access Fund, numerous segregated accounts, and four domestic funds. VinaCapital has joint ventures with Draper Fisher Jurvetson in venture capital (DFJV), and Warburg Pincus in hospitality and lodging (Lodgis). VinaCapital, which was named as "Best Fund House - Vietnam" for 2018 and 2019 by Asia Asset Management, has expertise spanning a full range of asset classes including capital markets, private equity, real estate, venture capital, and fixed income.

For more information about VinaCapital, please visit www.vinacapital.com.

Enquiries:

Michael Truong / Joel Weiden

VinaCapital Investment Management Limited

Investor Relations / Communications

+84 28 3821 9930

michael.truong@vinacapital.com / joel.weiden@vinacapital.com

Chairman's Statement

Dear Shareholders,

Over the course of the 2019 financial year ended 30 June 2019, VinaLand ("VNL" or "the Company") successfully fulfilled the objectives set by its shareholders: completing the divestment of assets, distributing capital and commencing an orderly wind up.

Asset Divestments

The Company's remaining holdings were divested:

-- 196HVT: This property, located in Ho Chi Minh City, was approved for a future hospitality development, and was acquired in 2008. In July 2018, VNL sold it at a total valuation of 22.1% above the 31 March 2018 unaudited net asset value, and 28.0% below the net asset value at the time of the 2016 EGM, including adjustments for additional investments over this period. This transaction resulted in net cash proceeds of USD2.8 million.

-- SGPY: This project was a small operating hotel located in Phu Yen that was acquired by the VNL in 2008. The divestment resulted in net cash proceeds of USD0.3 million, equal to both the 31 March 2018 unaudited net asset value and the net asset value at the time of the 2016 EGM (including adjustments for additional investments over this period).

-- Green Park Estate: Located in Ho Chi Minh City, this project was acquired by the Company in 2007 and consisted of land designated for a future mixed-use development. This divestment resulted in net cash proceeds of approximately USD35.3 million, which includes the repayment of shareholder loans. The total valuation is recorded at 22.5% above the 30 September 2018 unaudited net asset value, and 14.8% above the unaudited net asset value at the time of VNL's extraordinary meeting in November 2016. Both figures include adjustments for additional investments up to the date of exit.

Distributions

In December 2018, the Company completed a distribution of USD0.31 per ordinary share, totalling USD45.45 million.

Subsequent to the end of the financial year, the Company announced that it would make an additional distribution of USD 875,378 or USD 0.00597 per share, to be paid to shareholders on 6 September 2019.

Including this final distribution shareholders will have received USD1.17 per share since the divestment program started.

Corporate Matters

Although the outcome of the Annual General Meeting in December 2018 resulted in the liquidation process taking slightly longer than anticipated, we are now well on our way. Following that AGM, long time Directors Charles Isaac and Tran Trong Kien resigned from the Board and I want to take this opportunity to thank them once again for their diligence and commitment to seeing things through to their successful conclusion.

An Extraordinary General Meeting will be held in Singapore on 11 September 2019, at which a special resolution for VinaLand to be placed into voluntary liquidation will be put to shareholders for approval.

On behalf of fellow Director Ian Lydall, I would like to take this final opportunity to thank you for your patience and support as we have endeavoured to achieve the best possible outcome for our shareholders.

Michel Casselman

Chairman

VinaLand Limited

23 August 2019

CONSOLIDATED BALANCE SHEET

 
                                                30 June 2019   30 June 2018 
                                         Note        USD'000        USD'000 
 
 ASSETS 
 
 Current 
 Trade and other receivables                               -          3,468 
 Receivables from and advances to 
  related parties                                          -            100 
 Short-term investments                                    -             34 
 Cash and cash equivalents (excluding 
  bank overdrafts)                        6            4,433         29,079 
                                                  ----------     ---------- 
 Total current assets                                  4,433         32,681 
 
 Assets classified as held for sale       8                -         30,308 
                                                  ----------     ---------- 
   Total assets                                        4,433         62,989 
 
 
                                                         30 June 2019   30 June 2018 
                                                Note          USD'000        USD'000 
 
 EQUITY AND LIABILITIES 
 
 EQUITY 
 Equity attributable to equity shareholders 
  of the parent 
 Share capital                                    9             1,466          1,634 
 Additional paid-in capital                      10            68,258        118,422 
 Equity reserve                                                76,455         76,283 
 Translation reserve                                                -        (4,327) 
 Accumulated losses                                         (145,303)      (145,324) 
                                                         ------------   ------------ 
                                                                  875         46,688 
 Non-controlling interests                                          -            243 
                                                           ----------     ---------- 
                                                                  875         46,931 
   Total equity                                            ----------     ---------- 
 LIABILITIES 
 
 Current 
 Trade and other payables                        11               319          3,166 
 Payables to related parties                     20             3,239         12,591 
                                                           ----------     ---------- 
 Total current liabilities                                      3,558         15,757 
 
 Liabilities classified as held for 
  sale                                            8                 -            301 
                                                           ----------     ---------- 
   Total liabilities                                            3,558         16,058 
                                                           ----------     ---------- 
   Total equity and liabilities                                 4,433         62,989 
 
 Net assets per share attributable to 
  equity 
  shareholders of the parent (USD per 
  share)                                         16(c)          0.006           0.29 
 
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 
                                 Equity attributable to equity shareholders of the Company 
                       ------------------------------------------------------------------------------ 
                                                                                         Total equity 
                                     Additional                                          attributable          Non- 
                            Share       paid-in      Equity   Translation   Accumulated  to owners of   controlling         Total 
                          capital       capital     reserve       reserve        losses   the Company     interests        equity 
                          USD'000       USD'000     USD'000       USD'000       USD'000       USD'000       USD'000       USD'000 
 
 Balance at 1 July 
  2018                      1,634       118,422      76,283       (4,327)     (145,324)        46,688           243        46,931 
 Profit for the year            -             -           -             -            21            21             -            21 
 Currency translation           -             -           -         (245)             -         (245)             -         (245) 
  Reclassification of 
   currency 
   translation 
   reserves on 
   disposal 
   of subsidiaries              -             -           -         4,572             -         4,572             -         4,572 
 
   Total 
   comprehensive       ----------    ----------  ----------  ------------  ------------  ------------  ------------  ------------ 
   income                       -             -           -         4,327            21         4,348             -         4,348 
                       ----------    ----------  ----------  ------------  ------------  ------------  ------------  ------------ 
 Transactions with 
 owners 
 in their capacity as 
 owners: 
 Repurchase and 
  cancellation 
  of shares (Notes 9, 
  10)                       (168)       (4,712)         171             -             -       (4,709)             -       (4,709) 
 Distribution to 
  shareholders 
  (Note 10)                     -      (45,452)           -             -             -      (45,452)             -      (45,452) 
 Distributions to 
  non-controlling 
  interests                     -             -           -             -             -             -         (243)         (243) 
 Balance at 30 June      --------  ------------  ----------    ----------  ------------    ----------    ----------    ---------- 
  2019                      1,466        68,258      76,454             -     (145,303)           875             -           875 
 
 
                                        Equity attributable to equity shareholders of the Company 
                       ------------------------------------------------------------------------------------------- 
                                                                                                      Total equity 
                                                                                                      attributable 
                            Share    Additional                                                          to owners          Non- 
                          capital       paid-in      Equity        Other   Translation   Accumulated        of the   controlling         Total 
                                        capital     reserve      reserve       reserve        losses       Company     interests        equity 
                          USD'000       USD'000     USD'000      USD'000       USD'000       USD'000       USD'000       USD'000       USD'000 
 
 Balance at 1 July 
  2017                      2,580       332,803      65,166         (10)      (45,443)     (113,612)       241,484        74,867       316,351 
 Loss for the year              -             -           -            -             -      (31,712)      (31,712)         5,205      (26,507) 
 Currency translation           -             -           -            -          (56)             -          (56)          (13)          (69) 
  Reclassification of 
   currency 
   translation 
   reserves on 
   disposal 
   of subsidiaries              -             -           -            -        41,172             -        41,172         3,480        44,652 
 
   Total 
   comprehensive       ----------    ----------  ----------   ----------  ------------  ------------  ------------  ------------  ------------ 
   income/(loss)                -             -           -            -        41,116      (31,712)         9,404         8,672        18,076 
                       ----------    ----------  ----------   ----------  ------------  ------------    ----------  ------------  ------------ 
 Transactions with 
 owners 
 in their capacity as 
 owners: 
 Repurchase and 
  cancellation 
  of shares (Notes 9, 
  10)                       (946)      (83,146)      11,117            -             -             -      (72,975)             -      (72,975) 
 Distribution to 
  shareholders 
  (Note 10)                     -     (131,235)           -            -             -             -     (131,235)             -     (131,235) 
 Capital 
  contributions 
  in subsidiaries               -             -           -            -             -             -             -         2,767         2,767 
 Distributions to 
  non-controlling 
  interests                     -             -           -            -             -             -             -      (28,043)      (28,043) 
 Disposals of 
  subsidiaries                  -             -           -           10             -             -            10      (58,020)      (58,010) 
 Balance at 30 June      --------  ------------  ----------     --------    ----------  ------------    ----------    ----------    ---------- 
  2018                      1,634       118,422      76,283            -       (4,327)     (145,324)        46,688           243        46,931 
 

CONSOLIDATED INCOME STATEMENT

 
                                                             Year ended 
                                                    ---------------------------- 
                                                     30 June 2019   30 June 2018 
                                              Note        USD'000        USD'000 
 
 Revenue                                                        -             48 
 Cost of sales                                                  -           (38) 
                                                             ----           ---- 
 Gross profit                                                   -             10 
 
 Net loss on fair value adjustments 
  of investment properties                                      -          (319) 
 Selling and administration expenses           12         (2,910)        (5,924) 
 Gain/(loss) on disposals of investments, 
  net                                          13           4,438       (18,104) 
 Impairment of assets                                           -          (498) 
 Finance income                                                98          1,078 
 Finance expenses                              14           (188)          (780) 
 Shares of losses of associates                                 -        (1,260) 
      Shares of (losses)/gains of associates 
            classified as held for sale                     (558)              165 
 Other income                                               1,153             30 
 Other expenses                                                 -          (317) 
                                                       ----------     ---------- 
 Profit/(loss) before income tax from 
  operations                                                2,033       (25,919) 
 Income tax                                    15         (2,012)          (588) 
                                                       ----------     ---------- 
 Net profit/(loss) from operations                             21       (26,507) 
 Attributable to equity shareholders 
  of the parent                                                21       (31,712) 
 Attributable to non-controlling interests                      -          5,205 
                                                       ----------     ---------- 
 Net profit/(loss) for the year                                21       (26,507) 
 
 Profit/(loss) per share 
   *    basic and diluted (USD per share)      16            0.00         (0.16) 
                                                         --------       -------- 
 
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 
                                                                Year ended 
                                                       ---------------------------- 
                                                        30 June 2019   30 June 2018 
                                                Note         USD'000        USD'000 
 
 Net profit/(loss) for the year                                   21       (26,507) 
 
 Other comprehensive income 
 
 Items that may be reclassified subsequently 
  to profit or loss: 
 Reclassification of currency translation 
  reserve on disposal of subsidiaries                          4,572         44,652 
  Exchange differences on translating 
   foreign operations                                          (245)           (69) 
                                                          ----------     ---------- 
 Other comprehensive income for the year                       4,327         44,583 
                                                          ----------     ---------- 
 Total comprehensive income for the year                       4,348         18,076 
                                                          ----------     ---------- 
 
 Attributable to equity shareholders 
  of the parent                                                4,348          9,404 
 Attributable to non-controlling interests                         -          8,672 
                                                          ----------     ---------- 
                                                               4,348         18,076 
 
 

CONSOLIDATED STATEMENT OF CASH FLOWS

(Indirect method)

 
                                                                 Year ended 
                                                       ------------------------------ 
                                                              30 June    30 June 2018 
                                                                 2019 
                                                 Note         USD'000         USD'000 
 
 Operating activities 
 Profit/(loss) before tax                                       2,033        (25,919) 
 Adjustments for: 
 Depreciation and amortisation                                      -              14 
 Net loss on fair value adjustments of 
  investment properties                                             -             319 
 Losses on sales of subsidiaries                  13              708          18,775 
 Gains on sales of assets classified 
  as held for sales                               13          (5,146)           (671) 
 Impairment of assets                                               -             498 
 Shares of losses of associates                                     -           1,260 
  Shares of losses/(gains) of associates classified 
                   as held for sale                               558           (165) 
 Unrealised foreign exchange losses, 
  net                                                               -               7 
 Interest expense                                                  43             771 
 Interest income                                                 (91)           (985) 
                                                             --------        -------- 
   Net loss before changes in working capital                 (1,895)         (6,096) 
                                                             --------        -------- 
 Change in trade receivables and other 
  current assets                                                3,559         (3,987) 
 Change in trade payables and other current 
  liabilities                                                (13,673)          26,863 
                                                           ----------      ---------- 
   Net cash (outflow)/inflow from operating                  (12,009)          16,780 
   activities                                              ----------      ---------- 
 Investing activities 
 Interest received                                                 91             995 
 Purchases of investment properties and 
  prepayments for acquisitions of investments                       -        (13,041) 
 Proceeds from sales of subsidiaries              5               610         168,882 
 Proceeds from disposals of assets classified 
  as held for sale                                             37,074           7,970 
 Proceeds from disposals of financial 
  assets at fair value through profit 
  of loss                                                           -             269 
 Investments in associates                                          -        (10,718) 
 Net proceeds from short-term investments                          34              22 
                                                         ------------    ------------ 
                                                               37,809         154,379 
   Net cash inflow from investing activities             ------------    ------------ 
 
 
                                                                 Year ended 
                                                -----  ------------------------------ 
                                                              30 June    30 June 2018 
                                                                 2019 
                                                 Note         USD'000         USD'000 
 
 Financing activities 
 Additional capital contributions from 
  non-controlling interests                                         -           2,767 
 Ordinary shares acquired by the Company            9         (4,708)        (72,975) 
 Distribution to shareholders                      10        (45,452)       (131,235) 
 Interest paid                                                   (43)           (771) 
 Distributions to non-controlling interests                     (243)        (28,043) 
                                                         ------------    ------------ 
                                                             (50,446)       (230,257) 
   Net cash outflow from financing activities            ------------    ------------ 
 Net changes in cash and cash equivalents 
  for the year                                               (24,646)        (59,098) 
 Cash and cash equivalents at the beginning 
  of the year                                                  29,079          88,919 
 Cash and cash equivalents classified 
  as held for sale                                                  -           (742) 
 
   Cash and cash equivalents at the end                    ----------      ---------- 
   of the year                                      6           4,433          29,079 
 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

   1           GENERAL INFORMATION 

VinaLand Limited ("the Company") is a limited liability company incorporated in the Cayman Islands. The registered office of the Company is PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands. The Company's primary objective is to focus on key growth segments within Vietnam's emerging real estate market, namely residential, office, retail, industrial and leisure projects in Vietnam and the surrounding countries in Asia. The Company is listed on the AIM Market of the London Stock Exchange under the ticker symbol VNL.

At an Extraordinary General Meeting ("EGM") held on 21 November 2012 the shareholders approved a proposal that the Company make no new investments and dispose of a portion of its investments in a controlled and orderly manner so as to maximise returns to shareholders. At a subsequent EGM held on 18 November 2016 this strategy was expanded to include the disposal of all remaining investments. The key changes impacting these financial statements were summarised as follows:

-- The new strategy involved the orderly sell down of investments in conjunction with ongoing development of selected projects to maximise returns to shareholders. All projects would be realised over a period of approximately three years and the proceeds collected, less operating costs, would be returned to shareholders.

-- The Third Amended and Restated Investment Management Agreement introduced a new fee structure composed of disposal and alignment fees, prepayment advances and a retention account to ensure that the Investment Manager was incentivised to meet the investing policy (Note 20).

On 23 July 2018, the Company announced that it had disposed of substantially all of its assets. In accordance with paragraph 5.6 of the AIM Note for Investing Companies, which forms part of the AIM Rules, the Company had 12 months to begin an orderly wind up of the Company and cancellation of its shares from trading on AIM, ultimately resulting in a voluntary liquidation. If this was not fulfilled, the Company's shares would be suspended from trading on AIM in July 2019. Since 24 July 2019, pursuant to AIM Rule 15, the Company's shares have been temporarily suspended from trading on AIM.

The consolidated financial statements for the year ended 30 June 2019 were approved for issuance by the Company's Board of Directors on 23 August 2019.

   2          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

   2.1        Basis of preparation 

The consolidated financial statements of the Group for the year ended 30 June 2019 comprise the Company and its subsidiaries (together, the "Group") and the Group's interests in associates.

The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards ("IFRS") and interpretations issued by the IFRS Interpretations Committee (IFRS IC) applicable to companies reporting under IFRS. The consolidated financial statements of the Group comply with IFRS as issued by the International Accounting Standards Board ("IASB").

Going concern

On 23 July 2018, the Company announced that it had disposed of substantially all of its assets. In accordance with paragraph 5.6 of the AIM Note for Investing Companies, which forms part of the AIM Rules, the Company had 12 months to begin an orderly wind up of the Company and cancellation of its shares from trading on AIM, ultimately resulting in a voluntary liquidation. If this was not fulfilled, the Company's shares would be suspended from trading on AIM in July 2019. Since 24 July 2019, pursuant to AIM Rule 15, the Company's shares have been temporarily suspended from trading on AIM. As a consequence, these consolidated financial statements have been prepared using the liquidation basis, as the going concern basis is no longer considered appropriate.

The consolidated financial statements have been prepared using the historical cost convention, as modified by the revaluation of investment properties, property, plant and equipment, financial assets and financial liabilities at fair value through profit or loss, the measurement bases of which are described in the accounting policies below.

   2.1        Changes in accounting policy and disclosures 
   (a)        New and amended standards adopted by the Group 

There are no standards, interpretations or amendments to existing standards that are effective for the first time for the financial year beginning 1 July 2018 that have had a material impact on the Group.

(b) New standards, amendments and interpretations issued but not yet effective and not early adopted

At the date of authorisation of these consolidated financial statements, certain new standards, amendments and interpretations to existing standards have been published but are not yet effective, and have not been early adopted by the Group.

The Board anticipates that all such pronouncements will be adopted in the Group's accounting policies for the first period beginning after the effective dates of these pronouncements. Information on new standards, amendments and interpretations that are expected to be relevant to the Group's consolidated financial statements is provided below. Certain other new standards and interpretations have been issued but are not expected to have a material impact on the Group's consolidated financial statements.

IFRS 16, "Leases", was issued in January 2016. It will result in almost all leases being recognised on the balance sheet by lessees, as the distinction between operating and finance leases is removed. Under the new standard, an asset (the right to use the leased item) and a financial liability to pay rentals are recognised. The only exceptions are short-term and low-value leases. The Group has reviewed all of the Group's leasing arrangements over the last year in light of the new lease accounting rules in IFRS 16. The standard will affect primarily the accounting for the Group's operating leases. There is no impact to the consolidated financial statements of the Group as all of these lease arrangements are short-term and have low value.

The Group will apply the standard from its mandatory adoption period for the year ending 30 June 2020. The Group intends to apply the simplified transition approach and will not restate comparative amounts for the year prior to first adoption. All right-of-use assets will be measured at the amount of the lease liability on adoption (adjusted for any prepaid or accrued lease expenses).

There are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Group.

   2.2        Consolidation 
   (a)        Subsidiaries 

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

The majority of the Group's subsidiaries have a reporting date of 30 June. For those subsidiaries with a different reporting date, the Group consolidates management information prepared for the year to 30 June.

The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Group recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest's proportionate share of the recognised amounts of acquiree's identifiable net assets. Acquisition-related costs are expensed as incurred.

If the business combination is achieved in stages, the acquisition date fair value of the acquirer's previously held equity interest in the acquiree is remeasured to fair value at the acquisition date through profit or loss.

Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognised in accordance with IAS 39 either in profit or loss or as a change to other comprehensive income. Contingent consideration that is classified as equity is not remeasured, and its subsequent settlement is accounted for within equity.

Goodwill is initially measured as the excess of the aggregate of the consideration transferred and the fair value of non-controlling interest over the net identifiable assets acquired and liabilities assumed. If this consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognised in profit or loss.

Gain on bargain purchase is immediately allocated to the consolidated income statement as at the acquisition date.

Inter-company transactions, balances, income and expenses on transactions between the Group's companies are eliminated. Profits and losses resulting from inter-company transactions that are recognised in assets are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

   (b)        Changes in ownership interests in subsidiaries without change of control 

Changes in ownership of interests in a subsidiary that do not result in loss of control of the subsidiary are accounted for as equity transactions whereby the difference between the consideration paid and the proportionate change in the parent entity's interest in the carrying value of the subsidiary's net assets is recorded in equity and attributable to the owners. No adjustment is made to the carrying value of the subsidiary's net assets as reported in the consolidated financial statements.

   (c)        Disposal of subsidiaries 

When the Group ceases to have control any retained interest in the entity is re-measured to its fair value at the date when control is lost, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss.

   (d)        Associates 

Associates are all entities over which the Group has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting, after initially being recognised at cost. Under the equity method, the carrying amount of the investment is increased or decreased to recognise the Group's share of the profit or loss of the investee after the date of acquisition. The Group's investments in associates include goodwill identified on acquisition.

If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income is reclassified to profit or loss where appropriate.

The Group's share of post-acquisition profit or loss of an associate is recognised in the consolidated income statement, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income with a corresponding adjustment to the carrying amount of the investment. When the Group's share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.

The Group determines at each reporting date whether there is any objective evidence that the investment in the associates is impaired. If this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognises the amount as 'share of profit/(loss) of associates' in the consolidated income statement.

Profits and losses resulting from upstream and downstream transactions between the Group and its associates are recognised in the Group's consolidated financial statements only to the extent of unrelated investors' interests in the associates. Unrealised losses are eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the Group.

Dilution gains and losses arising in investments in associates are recognised in the consolidated income statement.

   2.3        Foreign currency translation 
   (a)        Functional and presentation currency 

The Group's consolidated financial statements are presented in United States Dollars ("USD") ("the presentation currency"). The financial statements of each consolidated entity are initially prepared in the currency of the primary economic environment in which the entity operates ("the functional currency"), which for most of the Group's investments is Vietnam Dong ("VND"). The financial statements prepared using VND are then translated into the presentation currency of USD. USD is used as the presentation currency because it is the primary basis for the measurement of the performance of the Group (specifically changes in the net asset value of the Group) and a large proportion of significant transactions of the Group are denominated in USD.

   (b)        Transactions and balances 

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the consolidated income statement.

Non-monetary items measured at historical cost are translated using the exchange rates at the date of the transaction. Non-monetary items measured at fair value are translated using the exchange rates at the date when fair value was determined.

Translation differences on non-monetary financial assets and liabilities such as equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss. Translation differences on non-monetary financial assets, such as equities classified as available for sale, are included in other comprehensive income.

   (c)        Group companies 

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

(i) assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet;

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

   (iii)        all resulting exchange differences are recognised in other comprehensive income. 

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. Exchange differences arising are recognised in other comprehensive income.

   2.5        Leases 

Leases under the terms of which the Group assumes substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the leases' commencement at the lower of the fair value of the leased property and the present value of the minimum lease payments.

Leases in which a significant portion of the risks and rewards of ownership are not transferred to the group as lessee are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to profit or loss on a straight-line basis over the period of the lease.

   2.6       Non-current assets (or disposal groups) and liabilities held for sale 

Non-current assets (or disposal groups) are classified as assets held for sale when their carrying amount is to be recovered principally through a sale transaction and a sale is considered highly probable at the reporting date. They are presented separately in the consolidated balance sheet. They are measured at the lower of their carrying amounts immediately prior to their classification as held for sale and their fair values less costs to sell. Assets held for sale are not subject to depreciation or amortisation subsequent to their classification as held for sale.

Liabilities are classified as held for sale and presented as such in the consolidated balance sheet if they are directly associated with a disposal group.

   2.7        Financial assets 
   (a)        Classification 

From 1 July 2018, the Group classifies its financial assets in the following measurement categories:

   --        those to be measured subsequently at fair value through profit or loss ("FVPL"), and 
   --        those to be measured at amortised cost. 

The classification depends on the entity's business model for managing the financial assets and the contractual terms of the cash flows.

For assets measured at fair value, gains and losses will either be recorded in profit or loss or other comprehensive income ("OCI"). For investments in equity instruments that are not held for trading, this will depend on whether the Group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income ("FVOCI").

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

   (b)        Recognition and derecognition 

Regular way purchases and sales of financial assets are recognised on trade-date, the date on which the Group commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.

   (c)        Measurement 

At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at FVPL, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss. Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.

Subsequent measurement of debt instruments depends on the Group's business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories into which the Group classifies its debt instruments:

-- Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as a separate line item in the consolidated income statement.

-- FVOCI: Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets' cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses which are recognised in profit or loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss and recognised in other gains/(losses). Interest income from these financial assets is included in finance income using the effective interest rate method. Foreign exchange gains and losses are presented in other gains/(losses) and impairment expenses are presented as separate line items in the consolidated income statement.

-- FVPL: Assets that do not meet the criteria for amortised cost or FVOCI are measured at FVPL. A gain or loss on a debt investment that is subsequently measured at FVPL is recognised in profit or loss and presented net within other gains/(losses) in the period in which it arises.

The Group had no investments in equity instruments during the year ended 30 June 2019.

   (d)        Impairment 

From 1 July 2018, the Group assesses on a forward looking basis the expected credit losses associated with its debt instruments carried at amortised cost and FVOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For trade receivables, the group applies the simplified approach permitted by IFRS 9, "Financial instruments", which requires expected lifetime losses to be recognised from initial recognition of the receivables.

   (e)        Accounting policies applied until 30 June 2018 

The Group has applied IFRS 9 retrospectively, but has elected not to restate comparative information. As a result, the comparative information provided continues to be accounted for in accordance with the Group's previous accounting policy.

Classification

Until 30 June 2018, the group classified its financial assets in the following categories:

-- Financial assets at fair value through profit or loss: Financial assets at fair value through profit or loss included financial assets that were either classified as held for trading or designated by the Investment Manager to be carried at fair value through profit or loss at inception. Financial assets at fair value through profit or loss held by the Group included unlisted equity securities. Derivatives were also categorised as held for trading unless they were designated as hedges. Assets in this category were classified as current assets if expected to be settled within 12 months; otherwise they were classified as non-current.

-- Loans and receivables: Loans and receivables were non-derivative financial assets with fixed or determinable payments that were not quoted in an active market. They were included in current assets, except for maturities greater than 12 months after the end of the reporting period, which were classified as non-current assets. The Group's loans and receivables comprised 'trade and other receivables' and 'cash and cash equivalents' in the consolidated balance sheet as at 30 June 2018.

Recognition and measurement

Purchases or sales of financial assets were recognised on the trade-date, being the date on which the Group committed to purchase or sell the asset.

Investments were initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets carried at fair value through profit or loss were initially recognised at fair value, and transaction costs were expensed in the consolidated income statement. Financial assets were derecognised when the rights to receive cash flows from the investments had expired or had been transferred and the Group had transferred substantially all risks and rewards of ownership. Loans and receivables were subsequently carried at amortised cost using the effective interest method.

Net changes in fair value of financial assets at fair value through profit or loss included net unrealised gains in fair value of financial assets and net gains from realisation of financial assets during the year.

Gains or losses arising from changes in the fair value of the 'financial assets at fair value through profit or loss' category were presented in the consolidated income statement within 'net changes in fair value of financial assets at fair value through profit or loss' in the period in which they arose.

Impairment

The Group assessed at the end of each reporting period whether there was objective evidence that a financial asset or group of financial assets was impaired. A financial asset or a group of financial assets was impaired and impairment losses were incurred only if there was objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a 'loss event') and that loss event (or events) had an impact on the estimated future cash flows of the financial asset or group of financial assets that could be reliably estimated. In the case of equity investments classified as available-for-sale, a significant or prolonged decline in the fair value of the security below its cost was considered an indicator that the assets were impaired.

   2.8        Cash and cash equivalents 

Cash and cash equivalents include cash in banks and on hand as well as short term highly liquid investments such as money market instruments and bank deposits with original maturity terms of not more than three months.

   2.9        Share capital 

Ordinary shares are classified as equity. Share capital is determined using the nominal value of shares that have been issued. Additional paid-in capital includes any premiums received on the initial issuance of the share capital. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.

   2.10      Ordinary shares acquired by the Company 

Shares which are repurchased by the Company are cancelled and whilst the amount of the authorised share capital is not affected, the issued share capital is reduced accordingly.

If the cost of purchasing ordinary shares is less than the net asset value attributable to the shares acquired, the difference is transferred to the Company's equity reserve. If the cost of purchasing ordinary shares is greater than the net asset value of the shares, i) the amount of any equity reserve, additional paid-in capital account or fully paid share capital of the Company, and ii) any amount representing unrealised profits of the Company for the time being standing to the credit of any revaluation reserve maintained by the Company may be reduced by a sum not exceeding the amount by which the repurchase payment exceeds the net asset value of the shares.

   2.11      Trade payables 

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.

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

   2.12      Current and deferred income tax 

The tax expense for the year comprises current and deferred tax. Tax is recognised in the consolidated income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

Current income tax assets and/or liabilities comprise claims from or obligations to fiscal authorities relating to the current or prior reporting periods that are not yet settled at the reporting date. They are calculated according to the tax rates and tax laws applicable to the fiscal periods to which they relate based on the taxable profit for the year. All changes to current tax assets or liabilities are recognised as a component of tax expense in the consolidated income statement.

Deferred income taxes are calculated using the liability method on temporary differences. This involves the comparison of the carrying amounts of assets and liabilities in the consolidated financial statements with their respective tax bases. In addition, tax losses available to be carried forward as well as other income tax credits to the Group are assessed for recognition as deferred tax assets.

However, deferred tax is not provided on the initial recognition of goodwill, or on the initial recognition of an asset or liability unless the related transaction is a business combination or affects tax or accounting profit. Deferred tax on temporary differences associated with shares in subsidiaries and associates is not provided if reversal of these temporary differences can be controlled by the Group and it is probable that reversal will not occur in the foreseeable future. Deferred tax liabilities are always provided for in full. Deferred tax assets are recognised to the extent that it is probable that they will be able to be offset against future taxable income.

Deferred tax assets and liabilities are calculated, without discounting, at tax rates that are expected to apply to their respective period of realisation, provided they are enacted or substantively enacted at the reporting date. Most changes in deferred tax assets or liabilities are recognised as a component of tax expense in the consolidated income statement. Only changes in deferred tax assets or liabilities that relate to a change in value of assets or liabilities that is charged directly to other comprehensive income are charged or credited directly to other comprehensive income.

   2.13      Provisions, contingent, liabilities and contingent assets 

Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Provisions are not recognised for future operating losses.

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 and there is uncertainty about the timing or amount of the future expenditure require in settlement. Where there are a num-ber of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. Long-term pro-vi-sions are discounted to their present values, where the time value of money is material.

All provisions are reviewed at each reporting date and adjusted to reflect the current best estimate of the Group's management.

The Group does not recognise a contingent liability but discloses its existence in the financial statements. A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by uncertain future events beyond the control of the Group or a present obligation that is not recognised because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in the rare circumstance where there is a liability that cannot be recognised because it cannot be measured reliably. A contingent asset is a possible asset that arises from past events, whose existence will be confirmed by uncertain future events beyond the control of the Group. The Group does not recognise contingent assets but discloses their existence when inflows of economic benefits are probable, but not virtually certain.

   2.14      Revenue recognition 
   (a)         Interest income 

Interest income is recognised using the effective interest method. When a loan and receivable is impaired, the Group reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at the original effective interest rate of the instrument, and continues unwinding the discount as interest income. Interest income on impaired loan and receivables is recognised using the original effective interest rate.

   (b)         Dividend income 

Dividend income is recognised when the right to receive payment is established.

   2.15      Related parties 

Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial or operational decisions.

Enterprises and individuals that directly, or indirectly through one or more immediately, control, or are controlled by, or under common control with, the Company, including holding Company, subsidiaries and fellow subsidiaries are related parties of the Company. Associates and individuals owing directly, or indirectly, an interest in the voting power of the Company that give them significant influence over the Company, key management personnel, including directors and officers of the Company and the close members of the family. In considering each possible related party relationship, attention is directed to the substance of the relationship, and not merely the legal form.

   2.16      Disposal fee and alignment fee 

The disposal fee and alignment fee liabilities are designated as financial liabilities at fair value through profit or loss, net of any prepayment advances received up to the date of the balance sheet. Management estimates the fees' fair value at each balance sheet date using a discounted cash flow model based on the Company's projected completion, collections of proceeds from sales of the remaining properties and distributions to shareholders. The change in liabilities due to the Investment Manager during the year is included as "disposal fee and alignment fee (expense)/recovery" in the consolidated income statement and is further described in Note 20 to these consolidated financial statements. An expense results from an increase in the liabilities to the Investment Manager, and a recovery of previously expensed disposal fee and alignment fee results from a decrease in the disposal fee and alignment fee liability to the Investment Manager at the reporting date.

   2.17      Loss per share and net asset value per share 

The Group presents basic loss per share for its ordinary shares. Basic loss per share is calculated by dividing the profit or loss attributable to the ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the year.

Diluted loss per share is calculated by adjusting the weighted average number of ordinary shares outstanding during the year to assume conversion of all dilutive potential ordinary shares.

Net asset value ("NAV") per share is calculated by dividing the net asset value attributable to ordinary shareholders of the Company by the number of outstanding ordinary shares as at the reporting date. NAV is determined as total assets less total liabilities and non-controlling interests.

   2.18      Segment reporting 

An operating segment is a component of the Group:

   --      that engages in investment activities from which it may earn revenues and incur expenses; 

-- whose operating results are based on internal management reporting information that is regularly reviewed by the Investment Manager to make decisions about resources to be allocated to the segment and assess its performance; and

   --      for which discrete financial information is available. 
   3          CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS 

When preparing the consolidated financial statements, the Group undertakes a number of accounting judgements, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. The actual results may differ from the judgements, estimates and assumptions made by management, and may not equal the estimated results.

There are no significant accounting estimates in the consolidated financial statements for the year ended 30 June 2019.

   4          SEGMENT ANALYSIS 

In identifying its operating segments, management generally follows the Group's sectors of investment which are based on internal management reporting information for the Investment Manager's management, monitoring of investments and decision making. The operating segments by investment portfolio include commercial, residential and office buildings, hospitality, mixed-use segments and cash and deposits.

The activities undertaken by the commercial segment include the development and operation of investment properties. Apartments and villas properties which are developed for sale, land and office buildings are included in the residential and office buildings segment. The hospitality segment includes the development and operation of hotels and related services. The mixed-use segment includes multi-purpose projects. Strategic decisions are made on the basis of segment operating results.

Each of the operating segments is managed and monitored separately by the Investment Manager as each requires different resources and approaches. The Investment Manager assesses segment profit or loss using a measure of operating profit or loss from the investment assets. Although IFRS 8 requires measurement of segmental profit or loss, the majority of expenses are common to all segments and therefore cannot be individually allocated. There have been no changes from prior periods in the measurement methods used to determine reported segment profit or loss.

There is no measure of segment liabilities regularly reported to the Investment Manager; therefore, liabilities are not disclosed in the sector analyses.

Segment information can be analysed as follows for the reporting years:

   (a)        Consolidated income statement 
 
                                                               Year ended 30 June 2019 
                               --------------------------------------------------------------------------------------- 
                                 Commercial         Residential and office    Hospitality    Mixed use           Total 
                                                                 buildings 
                                    USD'000                        USD'000        USD'000      USD'000         USD'000 
 
 Revenue                                  -                              -              -            -               - 
 Cost of sales                            -                              -              -            -               - 
                                 ----------                         ------       --------       ------   ------ ------ 
 Gross profit                             -                              -              -            -               - 
 Net gain/(loss) from 
  disposal of investments             5,146                              -              -        (708)           4,438 
 Finance income                           -                              7              -           91              98 
 Shares of losses of 
  associates                          (558)                              -              -            -           (558) 
 Other income                            20                            997   -                     136           1,153 
                                 ----------                     ----------       --------     --------        -------- 
 Total profit/(loss) before 
  unallocatable expenses              4,608                          1,004              -        (481)           5,131 
 Selling and administration 
  expenses                                                                                                     (2,910) 
 Finance expenses                                                                                                (188) 
                                                                                                            ---------- 
 Profit before tax                                                                                               2,033 
 Income tax                                                                                                    (2,012) 
                                                                                                            ---------- 
  Net profit for the year                                                                                           21 
 
 
                                                              Year ended 30 June 2018 
                            ------------------------------------------------------------------------------------------ 
                              Commercial     Residential and office    Hospitality         Mixed use             Total 
                                                          buildings 
                                 USD'000                    USD'000        USD'000           USD'000           USD'000 
 
 Revenue                               -                         15              -                33                48 
 Cost of sales                         -                       (31)              -               (7)              (38) 
                              ----------                     ------       --------   ------ --------   ------ -------- 
 Gross (loss)/profit                   -                       (16)              -                26                10 
 Net loss on fair value 
  adjustments of 
  investment properties                -                          -              -             (319)             (319) 
 Net (loss)/gain from 
  disposal of investments        (1,934)                    (7,430)            553           (9,293)          (18,104) 
 Impairment of assets                  -                          -              -             (498)             (498) 
 Finance income                       30                        262              -               786             1,078 
 Shares of losses of 
  associates                     (1,260)                          -              -                 -           (1,260) 
 Shares of gains of 
  associates classified as 
  held for sale                        -                          -            165                 -               165 
 Other income                          -                         28   -                            2                30 
                              ----------                 ----------       --------          --------          -------- 
 Total (loss)/profit 
  before unallocatable 
  expenses                       (3,164)                    (7,156)            718           (9,296)          (18,898) 
 Selling and 
  administration expenses                                                                                      (5,924) 
 Finance expenses                                                                                                (780) 
 Other expenses                                                                                                  (317) 
                                                                                                            ---------- 
 Loss before tax                                                                                              (25,919) 
 Income tax                                                                                                      (588) 
                                                                                                            ---------- 
  Net loss for the year                                                                                       (26,507) 
 
   (a)        Consolidated balance sheet 
 
                                                                                                       As at 30 June 2019 
                                                                       ---------------------------------------------------------------------------------- 
                                                                          Commercial    Residential     Hospitality       Mixed     Cash and        Total 
                                                                                         and office                         use     deposits 
                                                                                          buildings 
                                                                             USD'000        USD'000         USD'000     USD'000      USD'000      USD'000 
 
          Cash and cash equivalents                                                -              -               -           -        4,433        4,433 
                                                                          ----------       --------        --------    --------   ----------   ---------- 
           Total assets                                                            -              -               -           -        4,433        4,433 
          Total assets include: 
            *    Addition to non-current assets (other than financial 
                 instruments and deferred tax assets)                              -              -               -           -            -            - 
 
 
                                                                                                     As at 30 June 2018 
                                                                       ------------------------------------------------------------------------------ 
                                                                         Commercial   Residential    Hospitality      Mixed     Cash and        Total 
                                                                                       and office                       use     deposits 
                                                                                        buildings 
                                                                            USD'000       USD'000        USD'000    USD'000      USD'000      USD'000 
 
          Trade, tax and other receivables                                        -           424              -      3,144            -        3,568 
          Short-term investments                                                  -             -              -          -           34           34 
          Cash and cash equivalents                                               -             -              -          -       29,079       29,079 
          Assets classified as held for sale                                 29,555             -              -        753            -       30,308 
                                                                         ----------      --------       --------   --------   ----------   ---------- 
           Total assets                                                      29,555           424              -      3,897       29,113       62,989 
          Total assets include: 
            *    Addition to non-current assets (other than financial 
                 instruments and deferred tax assets)                        10,722        13,019              -         78            -       23,819 
 
   5          SUBSIDIARIES 

As at 30 June 2018 and 30 June 2019, the Group had the following principal subsidiaries which are held through special purpose vehicles established outside of Vietnam:

 
                                                 30 June 2019                     30 June 2018 
                                       -------------------------------   ----------------------------- 
                                                            Percentage                      Percentage 
                              Country    Percentage      interest held    Percentage     interest held 
                     of incorporation      interest                 by      interest                by 
                            and place       held by    non-controlling       held by   non-controlling     Nature of 
   Name                   of business     the Group          interests     the Group         interests     business 
 
 Dien Phuoc Long 
 Real Estate                                                                                             Property 
 Company Limited              Vietnam             -                  -        100.0%                 -    investment 
 VinaCapital 
  Commercial 
  Center 
  Limited                                                                                                Property 
  (Vietnam)                   Vietnam             -                   -        38.2%             61.8%    investment 
 SIH Real Estate 
  Limited 
  Company                                                                                                Property 
  (Vietnam)                   Vietnam             -                   -        75.0%             25.0%    investment 
 

During the year, the Group sold all of its remaining principal subsidiaries, details of which are provided on the following pages. The major assets and liabilities in the subsidiaries disposed of were as follows:

 
                                                                            As at the date 
                                                                               of disposal 
                                                                                   USD'000 
          Current assets 
                 Assets classified as held for sale                                    753 
                                                                              ------------ 
          Total current assets                                                         753 
          Current liabilities 
                 Trade payables                                                      (538) 
                 Liabilities classified as held for sale                             (301) 
                                                                              ------------ 
          Total current liabilities                                                  (839) 
                                                                              ------------ 
          Net liabilities at the date when subsidiaries 
           were sold                                                                    86 
                                                                              ------------ 
          Net liabilities attributable to the Company                                   86 
          Net liabilities attributable to non-controlling 
           interests                                                                     - 
                                                                              ------------ 
          Total consideration                                                          610 
                                                                              ------------ 
          Consideration received from sales of subsidiaries                            610 
          Less: Cash and cash equivalents of disposed subsidiaries                   (742) 
                                                                              ------------ 
          Cash paid due to loss of control of subsidiaries                           (132) 
 
 
 

Details of the loss on disposals of subsidiaries were as follows:

 
                                                                            Year ended 
                                                                          30 June 2019 
                                                                               USD'000 
 
          Total consideration                                                      610 
          Carrying amount of net liabilities sold attributable 
          to the Company                                                            86 
                                                                            ---------- 
 Gain on disposals before reclassification of currency 
  translation reserve                                                              696 
           Reclassification of currency translation reserve                    (1,404) 
                                                                            ---------- 
           Loss on disposals of subsidiaries (Note 13)                           (708) 
                                                                            ---------- 
 
 

Sale of VinaCapital Commercial Center Limited

During the year, the Group sold its 38.2% equity interest in VinaCapital Commercial Center Limited for total consideration of USD0.6 million. The book value of the net assets at the sale date was USD0.2 million and the reclassification of translation reserve on disposal was USD0.8 million, resulting in a loss of USD0.4 million.

Sale of SIH Real Estate Limited Company

During the year, the Group sold its 75% equity interest in SIH Real Estate Limited Company for total consideration of USD1. The book value of the net liabilities at the sale date was USD0.3 million and the reclassification of translation reserve on disposal was USD0.6 million, resulting in a loss of USD0.3 million.

   6          CASH AND CASH EQUIVALENTS 
 
                     30 June 2019   30 June 2018 
                          USD'000        USD'000 
 
 Cash at banks              1,601         29,035 
 Cash equivalents           2,832             44 
                       ----------     ---------- 
                            4,433         29,079 
 
 

Cash equivalents include short-term highly liquid investments with original maturities of three months or less.

At 30 June 2019, cash and cash equivalents held at the Company level amounted to USD4.4 million (30 June 2018: USD27.8 million).

In accordance with the Third Amended Management Agreement, 20% of any disposal fee and alignment fee payable to the Investment Manager is to be deposited into a separate bank account under the Company's name ("the Retention Account"). These funds will be distributed upon the performance of certain milestones by the Investment Manager. The Company has no specific rights to these funds. Included in cash and cash equivalents as at 30 June 2019 was USD3.6 million transferred into the Retention Account (as at 30 June 2018: USD1.2 million).

   7          FINANCIAL INSTRUMENTS BY CATEGORY 

Financial assets

On 1 July 2018 (the date of initial application of IFRS 9), the Group assessed which business models applied to the financial assets held by the Group and has classified its financial instruments into the appropriate IFRS 9 categories as follows.

 
                                   30 June 2019   30 June 2018 
                                        USD'000        USD'000 
 
 Financial assets at amortised 
  cost 
   Trade receivables                          -          3,568 
   Short-term investments                     -             34 
   Cash and cash equivalents              4,433         29,079 
                                     ----------     ---------- 
                                          4,433         32,681 
 
 

Financial liabilities

 
                                       30 June 2019   30 June 2018 
                                            USD'000        USD'000 
 
 Liabilities at amortised cost 
   Trade payables                               319          3,154 
   Payables to related parties                    -            565 
   Other payables                                 -             12 
 Liabilities at fair value through 
  profit or loss                              3,239         12,026 
                                         ----------     ---------- 
                                              3,558         15,757 
 
 
   8          ASSETS AND LIABILITIES CLASSIFIED AS HELD FOR SALE 

As at 30 June 2019, the Group had no assets and liabilities classified as held for sale.

For the comparative balance sheet date:

 
                                                               30 June 2018 
                             -------------------------------------------------------------------------------- 
                                                                                   Attributable to 
                                   Assets   Liabilities    Net assets   Non-controlling   Equity shareholders 
                               classified    classified    classified         interests         of the parent 
                                  as held       as held       as held 
                                 for sale      for sale      for sale 
                                  USD'000       USD'000       USD'000           USD'000               USD'000 
 
 Thang Loi Textile 
  Garment Joint Stock 
  Company                          29,555             -        29,555                 -                29,555 
 VinaCapital Commercial 
  Center Limited (Vietnam)            726         (274)           452               243                   209 
 SIH Real Estate 
  Limited Company 
  (Vietnam)                            27          (27)             -                 -                     - 
                               ----------        ------    ----------            ------            ---------- 
                                   30,308         (301)        30,007               243                29,764 
 

Management's view is that all of the Group's assets and liabilities classified as held for sale are in Level 3 of the fair value hierarchy. The major classes of assets and liabilities and their movements during the year are as follows:

 
                                                   Change 
                                    1 July    in carrying                     30 June 
                                      2018         amount      Disposals         2019 
                                   USD'000        USD'000        USD'000      USD'000 
 Assets classified as held 
  for sale 
 Trade and other receivables            11              -           (11)            - 
 Cash and cash equivalents             742              -          (742)            - 
 Investments in associates          29,555          (558)       (28,997)            - 
                                ----------     ----------   ------------   ---------- 
                                    30,308          (558)       (29,750)            - 
                                ----------     ----------   ------------   ---------- 
 Liabilities classified 
  as held for sale 
 Trade and other payables              301              -          (301)            - 
                                ----------     ----------   ------------   ---------- 
                                       301              -          (301)            - 
                                ----------   ------------   ------------   ---------- 
 Net assets classified as 
  held for sale                     30,007          (558)       (29,449)            - 
 

For the comparative year:

 
                                                  Change in   Transferred 
                                      1 July       carrying            in      Disposals      30 June 
                                        2017         amount                                      2018 
                                     USD'000        USD'000       USD'000        USD'000      USD'000 
 
 Assets classified 
  as held for sale 
 Investment properties               287,058          8,474             -      (295,532)            - 
 Property, plant and 
  equipment (net of 
  accumulated depreciation)               11            (1)             -           (10)            - 
 Prepayment for acquisitions           3,077           (10)             -        (3,067)            - 
 Other non-current 
  assets                                  14              -             -           (14)            - 
 Other current assets                      4             10             -           (14)            - 
 Inventories                          29,584              8             -       (29,592)            - 
 Trade and other receivables           1,645          (131)            11        (1,514)           11 
 Cash and cash equivalents             4,283          (715)           742        (3,568)          742 
 Investments in associates             4,287             35        29,555        (4,322)       29,555 
                                ------------       --------    ----------   ------------   ---------- 
                                     329,963          7,670        30,308      (337,633)       30,308 
                                ------------       --------      --------   ------------   ---------- 
 Liabilities classified 
  as held for sale 
 Long-term borrowings 
  and debts                           78,247          2,742             -       (80,989)            - 
 Short-term borrowings 
  and debts                           18,828          1,114             -       (19,942)            - 
 Accruals and other 
  current liabilities                     35            247             -          (282)            - 
 Trade and other payables             27,405          4,994           301       (32,399)          301 
                                ------------   ------------    ----------   ------------   ---------- 
                                     124,515          9,097           301      (133,612)          301 
                                ------------   ------------    ----------   ------------   ---------- 
 Net assets classified 
  as held for sale                   205,448        (1,427)        30,007      (204,021)       30,007 
 
 
   9          SHARE CAPITAL 
 
                                         30 June 2019                     30 June 2018 
                               -------------------------------  ------------------------------- 
                                         Number of                        Number of 
                                            shares     USD'000               shares     USD'000 
 Authorised: 
  Ordinary shares of USD0.01           500,000,000       5,000          500,000,000       5,000 
  each                            ----------------    --------     ----------------    -------- 
 
 Issued and fully paid: 
 Opening balance                       163,399,888       1,634          257,987,620       2,580 
 Shares purchased and 
  cancelled                           (16,780,000)       (168)         (94,587,732)       (946) 
                                  ----------------    --------     ----------------    -------- 
   Closing balance                     146,619,888       1,466          163,399,888       1,634 
 

The Company considers investors holding more than a 10% beneficial interest in the ordinary shares of the Company as major shareholders. As at 30 June 2019, four investors held more than 10% of the ordinary shares of the Company (30 June 2018: four).

During the year, the Company purchased and cancelled 16,780,000 of its ordinary shares (30 June 2018: 94,587,732 shares) for total cash consideration of USD4.7 million (30 June 2018: USD73.0 million) at an average cost of USD0.28 per share (30 June 2018: USD0.772 per share). The difference between the cost of the shares repurchased and their net asset value has been recorded in an equity reserve.

The Company announced on 23 August 2019 that it would make an additional distribution of USD875,378 or USD0.00597 per share, to be paid to shareholders on 6 September 2019.

   10         ADDITIONAL PAID-IN CAPITAL 

Additional paid-in capital represents the excess of consideration received over the par value of shares issued.

 
                                             Year ended 
                                    ---------------------------- 
                                     30 June 2019   30 June 2018 
                                          USD'000        USD'000 
 
 Opening balance                          118,422        332,803 
 Shares repurchased and cancelled         (4,712)       (83,146) 
 Distributions to shareholders           (45,452)      (131,235) 
                                     ------------   ------------ 
   Closing balance                         68,258        118,422 
 

On 16 November 2018, the Company announced that it would make a distribution of capital from its additional paid-in capital of USD45.5 million or 31 cents per ordinary share. As at 30 June 2019, this amount had been fully distributed.

   11         TRADE AND OTHER PAYABLES 
 
                                       30 June   30 June 2018 
                                          2019 
                                       USD'000        USD'000 
 
 Liquidation and professional fees         319          3,154 
 Other payables                              -             12 
                                      --------       -------- 
                                           319          3,166 
 

All trade and other payables are short-term in nature. Their carrying values approximate their fair values as at the date of the consolidated balance sheet.

   12         SELLING AND ADMINISTRATION EXPENSES 
 
                                                 Year ended 
                                          ------------------------ 
                                           30 June 2019    30 June 
                                                              2018 
                                                USD'000    USD'000 
 
 Disposal and alignment fee under the 
  Third Amended and Restated Investment 
  Management Agreement (Note 20)                  1,307      4,083 
 Accrued liquidation fees                           319        274 
 Professional fees (*)                              676        986 
 General and administration expenses 
  (**)                                              608        332 
 Staff costs (**)                                     -        162 
 Outside service costs (**)                           -         85 
 Depreciation and amortisation (**)                   -          2 
                                               --------   -------- 
                                                  2,910      5,924 
 

(*) These expenses primarily relate to the operating activities of the Company such as legal and professional fees, audit fees, valuation fees, fund administrative and custodian fees, directors' fees.

   (**)    These expenses primarily relate to the operating activities of the Group's subsidiaries. 
   13         GAIN/(LOSS) ON DISPOSAL OF INVESTMENTS, NET 
 
                                                 Year ended 
                                         -------------------------- 
                                          30 June 2019      30 June 
                                                               2018 
                                               USD'000      USD'000 
 
 Loss on sales of subsidiaries (Note 
  5)                                             (708)     (18,775) 
 Gain on sales of assets classified as 
  held for sale                                  5,146          671 
                                            ----------   ---------- 
                                                 4,438     (18,104) 
 
   14         FINANCE EXPENSES 
 
                                             Year ended 
                                      ----------------------- 
                                       30 June 2019   30 June 
                                                         2018 
                                            USD'000   USD'000 
 
 Realised foreign exchange losses               145         2 
 Interest expense                                43       771 
 Unrealised foreign exchange losses               -         7 
                                             ------    ------ 
                                                188       780 
 
   15         INCOME TAX 

VinaLand Limited is domiciled in the Cayman Islands. Under the current laws of the Cayman Islands, there are no income, corporation, capital gains or other taxes payable by the Company.

The majority of the Group's subsidiaries are domiciled in the British Virgin Islands ("BVI") and so have a tax exempt status. A number of subsidiaries are established in Vietnam and Singapore and are subject to corporate income tax in those countries. Deferred tax assets/liabilities of these subsidiaries are estimated based on the tax legislation of each jurisdiction and included in the deferred income tax assets/liabilities on the consolidated balance sheet.

As is the case with many other developing countries, Vietnam is in the process of implementing comprehensive tax regulations. As a result, the administration of tax regulations by government agencies may be subject to considerable discretion, and in many areas, the legal framework is uncertain and subject to interpretation. The Group has provided for all taxes expected to be payable by it under the current tax regulations in Vietnam. There is, however, an ongoing risk that government agencies might seek to impose additional taxes on the Group based on different interpretations of the regulations or through the retrospective application of new regulations.

No provision has been made for corporate income tax payable by the Vietnamese subsidiaries for the year because these subsidiaries do not have taxable income in Vietnam (30 June 2018: nil).

The relationship between the expected tax expense based on the applicable tax rate of 0% and the tax expense actually recognised in the consolidated income statement can be reconciled as follows:

 
                                                 Year ended 
                                        ---------------------------- 
                                         30 June 2019   30 June 2018 
                                              USD'000        USD'000 
 
 Current tax 
 Group's profit/(loss) before tax               2,033       (25,919) 
 
 Group's profit/(loss) multiplied by 
  applicable tax rate (0%)                          -              - 
 Effect of higher tax rate in Vietnam               -              - 
 Capital gains tax                            (2,012)       (19,350) 
                                           ----------     ---------- 
 Total current tax expense                    (2,012)       (19,350) 
                                           ----------     ---------- 
 Deferred income tax 
 Decrease in deferred tax liabilities 
  (*)                                               -         18,762 
                                           ----------     ---------- 
 Deferred income tax                                -         18,762 
                                           ----------     ---------- 
 Tax expense                                  (2,012)          (588) 
 
 

(*) Those amounts represent the deferred income tax income which arises from the gains and losses on fair value adjustments of investment properties and property, plant and equipment and the reversal of deferred income tax assets and liabilities as a result of changes to assumptions during the year.

   16         PROFIT/(LOSS) AND NET ASSET VALUE PER SHARE 
   (a)        Basic 
 
                                                                                                   Year ended 
                                                                                          ---------------------------- 
                                                                                           30 June 2019   30 June 2018 
                                                                                                USD'000        USD'000 
 
 Profit/(loss) attributable to owners of the Company from continuing and total 
  operations (USD'000)                                                                               21       (31,712) 
 Weighted average number of ordinary shares in issue                                        148,349,998    195,261,249 
 Basic profit/(loss) per share from continuing and total operations (USD/share)                    0.00         (0.16) 
                                                                                               --------       -------- 
 
   (b)        Diluted 

Diluted profit/(loss) per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The Group has no category of potential dilutive ordinary shares. Therefore, diluted profit/(loss) per share is equal to basic profit/(loss) per share.

   (c)        Net asset value per share 
 
                                                              As at 
                                                  ---------------------------- 
                                                   30 June 2019   30 June 2018 
 
 Net asset value (USD'000)                                  875         46,688 
 Number of outstanding ordinary shares in issue     146,619,888    163,399,888 
 Net asset value per share (USD/share)                    0.006           0.29 
                                                       --------       -------- 
 
   17         TOTAL EXPENSE RATIO 
 
 1                          For the year ended 
                       ---------------------------- 
                        30 June 2019   30 June 2018 
 
 Total expense ratio           6.74%          0.95% 
                            --------       -------- 
 

The total expense ratio ("TER") has been calculated in accordance with the Association of Investment Companies ("AIC") recommended methodology dated May 2012, which excludes disposal and alignment fees from the calculation. It is the ratio of annualised ongoing charges over the average undiluted net asset value during the year.

The total expense ratio includes directors' fees and expenses, recurring audit and tax services, custody and fund administration services, fund accounting services, secretarial services, registrars' fees, public relations fees, insurance premiums, regulatory fees and similar charges.

   18         COMMITMENTS 

As at 30 June 2019, the Group was not committed to any lease agreements (as at 30 June 2018: USD6,000).

As at 30 June 2019 and 30 June 2018, there were no commitments for future construction work for the Group's properties held by subsidiaries.

   19         DIRECTORS' FEES AND MANAGEMENT'S REMUNERATION 

The aggregate annual directors' fees amounted to USD200,000 (year ended 30 June 2018: USD260,000) of which there were no outstanding payables at the reporting date (30 June 2018: nil).

The details of annual remuneration by director are summarised below:

 
                                       Year ended 
                              ---------------------------- 
                               30 June 2019   30 June 2018 
                                    USD'000        USD'000 
 
        Michel Casselman               75.0           75.0 
        Ian Lydall                     65.0           65.0 
        Charles Isaac (*)              30.0           60.0 
        Tran Trong Kien (*)            30.0           60.0 
                                   --------       -------- 
                                      200.0          260.0 
 

(*) Charles Isaac and Tran Trong Kien resigned on 14 December 2018.

   20         RELATED PARTY TRANSACTIONS AND BALANCES 

Management, disposal and alignment fees

The Group is managed by VinaCapital Investment Management Limited (the "Investment Manager"), an investment management company incorporated in the Cayman Islands.

Under the Third Amended and Restated Investment Management Agreement effective from 14 December 2016, no further management fees shall be charged by the Investment Manager to the Company (30 June 2018: USD1.8 million). The Investment Manager receives a disposal fee and an alignment fee. The disposal fee is calculated at the rate of 3.00% of distributable funds realised in the year starting 22 November 2016, 2.75% in the second year and 2.25% in the third year. The alignment fee is calculated on distributions to shareholders over USD265.0 million during the 3-year period starting 22 November 2016. The Investment Manager will receive 10% of distributions over USD265.0 million and up to USD279.0 million, 15% of distributions over USD279.0 million, and up to USD313.0 million, and 20% of distributions over USD313.0 million. A non-refundable monthly advance of USD200,000 in the year starting 22 November 2016, USD150,000 in the second year, and USD100,000 in the third year, will be paid to the Investment Manager. These advances will be offset against disposal fees and alignment fees. During the year, advances of USD1.4 million (30 June 2018: USD2.0 million) were paid to the Investment Manager.

Details of disposal fees and alignment fees accrued/payable at the balance date were as follows:

 
                                                       30 June 2019   30 June 2018 
                                                            USD'000        USD'000 
 
 Disposal fees payable                                        1,436            733 
 Disposal fees accrued                                            -          2,995 
 Alignment fees payable                                       1,803            532 
 Alignment fees accrued                                           -          7,766 
                                                         ----------     ---------- 
 Total fees expensed/accrued during the year                  3,239         12,026 
 Advance payments to be offset against fees payable               -              - 
                                                         ----------     ---------- 
 Net accrual/payable of disposal and alignment fees           3,239         12,026 
 
 
   (*)   Movement in accrual/payable disposal and alignment fees during the year were as follows: 
 
                                                       Year ended 
                                              ---------------------------- 
                                               30 June 2019   30 June 2018 
                                                    USD'000        USD'000 
 
              Opening balance                        12,026         11,538 
              Charge for the year (Note 12)           1,307          4,083 
              Amounts settled                      (10,094)        (3,595) 
                                               ------------   ------------ 
                Closing balance                       3,239         12,026 
 

Details of payables and accruals to related parties at the date of the consolidated balance sheet are as below:

 
                                                                    30 June      30 June 
                                                                       2019         2018 
                           Relationship    Balances                 USD'000      USD'000 
 
 
                                           Disposal fee 
 VinaCapital Investment    Investment       and alignment 
  Management Ltd.           Manager         fee payable               3,239        1,265 
   Accrued disposal 
    fee and alignment 
    fee                                                                   -       10,761 
 
 VinaCapital Vietnam                       Disposals of 
  Opportunity Fund         Under common     real estate 
  Limited ("VOF")           management      projects                      -          565 
 
                                                                 ----------   ---------- 
                                                                      3,239       12,591 
 
 

The interests of the related parties in the shares, underlying shares and debentures of the Company are as follows:

 
                                                     As at 
                                       -------------------------------- 
                                          30 June 2019     30 June 2018 
                                               Number of shares 
 
 Asia Investment and Finance Limited        54,321,831                - 
 Vietnam Investment Partners Ltd (*)        22,286,457       22,286,457 
 VinaCapital Group Limited                     608,553          608,553 
                                        --------------   -------------- 
                                            77,216,841       22,895,010 
 
 

(*) In accordance with the Second Amended and Restated Investment Management Agreement, the Investment Manager was required to use 50% of the realisation fee arising from the contracted divestment proceeds collected to make market purchases of the Company's ordinary shares within three months of the receipt of the realisation fee. The shares acquired are subject to lockups of between one and two years from the date of acquisition. As at 30 June 2019, there were no ordinary shares under lockup (as at 30 June 2018: 7,039,279 ordinary shares).

As at 30 June 2019, the Investment Manager and its related parties had an interest of 77,216,841 ordinary shares, representing 52.66% of the Company's total voting rights.

   21         FINANCIAL RISK MANAGEMENT 

Financial risk factors

The Group holds a diversified property portfolio in Vietnam. As a result the Group is exposed to a variety of financial risks: market risk (including price risk, currency risk and interest rate risk); credit risk; and liquidity risk. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance. The Group's risk management is coordinated by its Investment Manager who manages the distribution of the assets to achieve the investment objectives.

Foreign exchange risk

The Group's exposure to risk resulting from changes in foreign currency exchange rates is moderate as although transactions in Vietnam are settled in the VND, the value of the VND has historically been closely linked to that of the USD, the presentation currency. The value of real estate in Vietnam is based on pricing that is a combination of VND, USD and gold. For this reason, a decline in the value of the VND against the USD does not necessarily mean proportionately lower prices will be obtained in USD.

The Group has not entered into any other hedging mechanism as the estimated benefits of available instruments outweigh their cost. On an ongoing basis the Investment Manager analyses the current economic environment and expected future conditions and decides the optimal currency mix considering the risk of currency fluctuation, interest rate return differentials and transaction costs. The Investment Manager updates the Board regularly and reports on any significant changes for further actions to be taken.

The functional currency of the Company is the USD. The functional currencies of the Group's subsidiaries in the BVI and Singapore are the USD while those of its Vietnamese subsidiaries are the VND. The Group's exposure to currency risk arises from VND denominated balances at the BVI and Singapore levels and USD denominated balances at the Vietnamese level.

As at 30 June 2019, the Group was not exposed to foreign exchange risk as all of the Group's financial assets and liabilities were denominated in USD.

As at 30 June 2018, the Group's financial assets' and liabilities' exposures to risk of fluctuations in exchange rates were as follows:

 
                             Short-term exposure         Long-term exposure 
                         --------------------------  -------------------------- 
                                  VND           USD           VND           USD 
                              (USD as       (VND as       (USD as       (VND as 
                           functional    functional    functional    functional 
                            currency)     currency)     currency)     currency) 
                              USD'000       USD'000       USD'000       USD'000 
 
 Financial assets               5,631             1             -             - 
 Financial liabilities          (565)             -             -             - 
                             --------        ------        ------        ------ 
 Net exposure                   5,066             1             -             - 
 
 

At 30 June 2018, if the VND weakened/strengthened by 5%, post-tax loss for the year would have been USD0.25 million higher/lower.

Price risk sensitivity

Price risk is the risk that the value of the instrument will fluctuate as a result of changes in market prices, whether caused by factors specific to an individual investment, its issuer or all factors affecting all instruments traded in the market. As the majority of the Group's financial instruments are carried at fair value with fair value changes recognised in the consolidated income statement, all changes in market conditions will directly affect net investment income.

As at 30 June 2019, the Group had no investment property or items of property plant and equipment carried at fair value.

Cash flow and fair value interest rate sensitivity

The Group's exposure to interest rate risk is not material as it did not have any loans or borrowings at year end.

Credit risk analysis

Credit risk is the risk that a counterparty will be unable to pay amounts in full when due. Impairment provisions are provided for losses that have been incurred by the Group at the reporting date.

The Investment Manager maintains a list of approved banks for holding deposits and set aggregate limits for deposits or exposures to individual banks. While this list is formally reviewed at least monthly, it is updated to reflect developments in the market on a timely basis as information becomes available.

As at 30 June 2019, the Group was not exposed to credit risk as there were no amounts payable from counterparties.

The Group's exposure to credit risk is limited to the carrying amounts of financial assets recognised at the reporting date, an analysis by credit quality is as follows:

 
                                            30 June   30 June 2018 
                                               2019 
                                            USD'000        USD'000 
 
 Neither past due nor impaired                4,433         32,681 
 Past due but not impaired, less than             -              - 
  6 months 
 Past due but not impaired, more than             -              - 
  6 months 
 Past due and impaired                            -              - 
                                         ----------     ---------- 
                                              4,433         32,681 
 Less: Allowance for impairment                   -              - 
                                         ----------     ---------- 
   Total                                      4,433         32,681 
 
 
                                                  30 June   30 June 2018 
                                                     2019 
                                                  USD'000        USD'000 
 
 Neither past due nor impaired: 
 Cash and cash equivalents                          4,433         29,079 
 Short-term investments                                 -             34 
 Receivable from a related party                        -            100 
 Trade receivables                                      -          3,406 
 Other receivables                                      -             62 
                                               ----------     ---------- 
                                                    4,433         32,681 
 Past due but not impaired: 
 Receivables from disposals of subsidiaries             -              - 
                                                 --------       -------- 
                                                        -              - 
 Less: Allowance for impairment                         -              - 
 
   Total financial assets, net of provision    ----------     ---------- 
   for impairment                                   4,433         32,681 
 
 
 

As at 30 June 2019, the Group has not set aside a provision for receivables from the disposal of subsidiaries (30 June 2018: nil) because there are no outstanding receivables from the disposals. The credit quality of financial assets that are neither past due nor impaired is assessed by management for each period end. This assessment takes into account the financial health of the buyers, or history of payments and defaults of existing buyers of the Group. Debtors and amounts due from a related party that are neither past due nor impaired are substantially companies with good collection track records with the Group. Bank deposits are mainly transacted with banks of high credit ratings assigned by international credit-rating agencies.

Cash and cash equivalents and deposits are held at international and local banks and financial institutions which do not have histories of default.

The Group has no other significant concentrations of credit risk.

In accordance with the Group's policy, the Investment Manager continuously monitors the Group's credit position on a monthly basis, identified either individually or by group, and incorporates this information into its credit controls.

The Investment Manager reconsiders the valuations of financial assets that are impaired or overdue at each reporting date based on the payment status of the counterparties, recoverability of receivables, and prevailing market conditions.

Liquidity risk analysis

Liquidity risk is the risk that the Group will experience difficulty in either realising assets or otherwise raising sufficient funds to satisfy commitments associated with investments and financial instruments. The Company seeks to minimise liquidity risk through preparing and monitoring cash flow forecasts.

At year end, the contractual undiscounted cash flows of the Group's financial liabilities have contractual maturities summarised as follows:

 
                                     Current                 Non-current 
                              ---------------------    ----------------------- 
                                  Within    6 to 12          From 1       Over 
   30 June 2019                 6 months     months      to 5 years    5 years 
                                 USD'000    USD'000         USD'000    USD'000 
 
 Trade and other payables            319          -               -          - 
 Payables to related parties       3,239          -               -          - 
                                --------   --------        --------   -------- 
                                   3,558          -               -          - 
 
 
                                  Within    6 to 12          From 1       Over 
                30 June 2018    6 months     months      to 5 years    5 years 
                                 USD'000    USD'000         USD'000    USD'000 
 
 Trade and other payables          3,166          -               -          - 
 Payables to related parties      12,591          -               -          - 
                                --------   --------        --------   -------- 
                                  15,757          -               -          - 
 

The above contractual maturities reflect the gross cash flows, which may differ from the carrying value of the liabilities at year end.

Capital management

The Group's capital management objectives are to preserve cash and maximise the return of capital to shareholders.

Capital as at year end is summarised as follows:

 
                                          30 June   30 June 2018 
                                             2019 
                                          USD'000        USD'000 
 
 Net assets attributable to the equity 
  shareholders of the parent                  875         46,688 
 
 

Fair value estimation

The table below analyses financial instruments carried at fair value, by valuation method. The difference levels have been defined 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 (that is, as prices) or indirectly (that is, derived from prices); and

   --      Level 3: Inputs for the asset or liability that are not based on observable market data 

(that is, unobservable inputs).

The level within which the financial asset is classified is determined based on the lowest level of significant input to the fair value measurement.

The financial assets and financial liabilities measured at fair value in the consolidated balance sheet are grouped into the fair value hierarchy as follows:

 
                                          Level    Level 2    Level 3        Total 
                                              1 
 As at 30 June 2019                     USD'000    USD'000    USD'000      USD'000 
 
 Financial liabilities 
 
   *    Disposal and alignment fees           -          -    (3,239)      (3,239) 
 
 
                                          Level    Level 2    Level 3      Total 
                                              1 
 As at 30 June 2018                     USD'000    USD'000    USD'000    USD'000 
 
 Financial liabilities 
 
   *    Disposal and alignment fees           -          -   (12,026)     (12,026) 
 
 

There were no transfers between levels during the year.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

FR PJMBTMBBTBTL

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