Best World

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22 June 2020 Q&A for today eAGM BWL
https://links.sgx.com/FileOpen/BWIL%20AG...eID=619848

Q28 on dividend
In view of the indefinite and prolonged disruption caused by the Covid-19 outbreak in all the markets that the Group operate in, the Board has decided to suspend the dividend policy for FY2019 and not declare a final dividend for FY2019 as a prudent move to conserve cash in the face of heightened economic volatility and business uncertainty.
The build-up of our cash buffer will also allow the Group to capitalise on any opportunities that may arise in such turbulent times.

Q29 on resuming trade
The trading suspension will only be lifted after we have submitted a trading resumption proposal to and upon fulfilment of the conditions required by SGX RegCo, including the finalisation and issuance of the Group's audited financial statements for FY2018 and FY2019, and SGX RegCo indicating that it has no objections to the resumption proposal.


Reminder to attend eAGM on Monday, 22 June 2020@10am

Stay home and stay safe, valuebuddies.

[dreamybear]

Dear vested valuebuddies,

Pls consider signing this petition(btw, it's not initiated by me nor anyone I know). On my part, I have sent Regco my feedback concerning the long suspension earlier, as well as alert them of this petition today which likely indicates a number of investors are also in distress regarding this situation.

It seems that there aren't going to be major issues(whether running afoul of SG/China laws or fraud) uncovered from the review, despite a year of investigation.

While I believe Regco has good intentions, in the context of free mkt : for the common investor, a year of suspension ties up financial resources unnecessarily long and for the professional investor, one is unable to trade the shares based on one's knowledge of the company and industry.

Personally, as an investor, I feel that I am being "penalized" for a long time for nothing, and I can't do anything about it. Notwithstanding WB' teaching that we shd be confident in our investment choices even if the mkt closes for 10 years, I feel as opmi, we don't know what we don't know, and we are somewhat powerless / voiceless. This cld perhaps be one of the reasons why funds request a board seat(e.g. Novo Tellus/ISDN) or that WB prefers to make outright acquisitions.

https://www.change.org/p/best-world-boar...ading-asap

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24 July 2020 SGXX Suspended BWL
https://links.sgx.com/FileOpen/Best%20Wo...eID=624847

The Company’s statutory auditor, Ernst & Young LLP (EY) has considered the findings in PwC’s Interim Review Report and issued a Disclaimer of Opinion on the group’s financial statements for FY2018. The bases for EY’s Disclaimer of Opinion included concerns about the Company’s relationship and arrangement with the import agents and Vicstar, the group’s potential unrecorded transactions through the payment of partial sales proceeds by franchisees into personal bank accounts as well as the potential impact on the group’s current or prior years’ financial statements given the ongoing independent review and Legal Review. The findings of PwC as well as the Disclaimer of Opinion by EY raise concerns on whether the Company’s financial statements present a true and fair view of the group’s financial position and financial performance.
In the absence of sufficient clarity on the actual financial position of the group and legality of the business including compliance with PRC regulations, trading in the shares of the Company cannot resume in a fair, transparent and orderly manner. The Company will need to submit a proposal to resume trading that addresses concerns raised on (i) PwC’s observations and recommendations; (ii) legality of its sales and distribution model in the PRC; and (iii) lack of clarity in its financial position. SGX RegCo will consider the Company’s proposal and its audited financial statements for FY2019 before making a determination on the Company’s continuing listing on the Exchange.

For those who are keen, read the 50 pages bwl action plan
https://links.sgx.com/FileOpen/Best%20Wo...eID=624844

Wear mask and keep your social distance, everyone.

[Squirrel]

Hi

Very long report there. For those not interested in sifting through the report, this news article probably summarises the important parts.

https://www.straitstimes.com/business/co...rns-before

[dreamybear]

24 July 2020 SGXX Suspended BWL
https://links.sgx.com/FileOpen/Best%20Wo...eID=624847
........

For those who are keen, read the 50 pages bwl action plan
https://links.sgx.com/FileOpen/Best%20Wo...eID=624844

There is quite a lot of content to digest and discuss, which probably takes too much effort and time for a counter which nobody knows when it will resume trading again. However, it does give an insight on how BW grew its china mkt - which can be interesting for those who wish to learn more abt overseas bizness expansion.

I just wanted to shout out my deep appreciation to fellow buddies on your selfless sharing. As early as 2017, the China DS challenges have been spotted and passionately discussed in this forum, e.g post #47x onwards. It appears DS in china will likely be a point of contention(for other DS companies as well), and from the developments, BW's china business model seem to be still evolving, i.e. BW plans to transition to DS in China eventually. Though the issues willl be resolved when that happens*, what if other issues involving DS surface after the transition ? Will there then be another round of independent review and suspension ? 

That said, investment is as much about risk mgmt as seeking returns - don't lose money and always remember that.

And finally, I think privatisation cannot be ruled out  : "SGX RegCo will consider the Company’s proposal and its audited financial statements for FY2019 before making a determination on the Company’s continuing listing on the Exchange" [Reg Announcement - 1st link above, emphasis mine]  *fingers crossed*

I do wonder whether there are any HK listed DS companies, and if not, why?

2018年中国直销公司排名  (2018 list of top China DS companies)
https://kknews.cc/zh-sg/finance/ypxg8yn.html

-----------------------

"On the legality of the group’s sales and distribution business in China (Legal Review), the Company’s legal advisor has opined that the group complies with the applicable franchise related laws and regulations in China , but certain features of the Franchise Model may potentially be in breach of the regulations on Direct Selling and ChuanXiao传销."  [Reg Announcement - 1st link above]

"To continue growing the demand for the Group’s products in China, the Board is pleased to announce that the Group plans to eventually transition from the current Franchise Model to direct selling, in line with the Group’s long term strategy." [Final Report - 2nd link above]

* "The Board believes that any issues which have been observed by M&T in relation to the Franchise Model should be resolved once the Group has transitioned to direct selling in China." [Final Report - 2nd link above]  

"No, the Franchise model will remain the form of distribution for DR’s Secrets products in China"
http://bestworld.listedcompany.com/newsr...4KTG.1.pdf    [AGM Q&A Jun 2020]

The China Conundrum
https://www.directsellingnews.com/china-conundrum/

[dreamybear]

And finally, I think privatisation cannot be ruled out  : "SGX RegCo will consider the Company’s proposal and its audited financial statements for FY2019 before making a determination on the Company’s continuing listing on the Exchange" [Reg Announcement - 1st link above, emphasis mine]  *fingers crossed*

My tots in a privatisation scenario : As D&D/HBC own abt half of BW, assuming an offer price of $2.4(example price $2.4 = P/E 15 while last traded price $1.36 = P/E 8.x), the required cash outlay would amt to 50%*550m*$2.4 = $660m. The company has cash/cash eq of about $200m+ while the recent Pedal Pulses acquisition cost ard $50m.

https://www.shareinvestor.com/fundamenta...ter=CGN.SI

With respect to the offer price, the covid-19/independent review issues will have to be considered against the excellent china growth potential. In any case, there is also a possibility for D&D/HBC to collaborate with a 3rd party investor to make a joint offer. Who knows, maybe some investment banks may offer financing in view of a potential listing in HK in the future. Thinking OSIM and the $320m loan....*

As a "long suffering" shareholder(due to suspension), I am hoping for the best and just sharing my thoughts purely for discussion purposes(and I hope other shareholders here can contribute, especially what is a fair price ) in case it really happens(so far from the developments, I personally think there is a fair chance), pls do not misconstrue as speculation(anyway, share is suspended).
 
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Best World founders should make exit offer to minority shareholder
Thu, Jul 30, 2020 - 5:50 AM

".....SGX should therefore impose a deadline on Best World. If this deadline can't be met, the board should be made to secure an offer for minority shareholders to exit their positions at a fair and reasonable price...."

https://www.businesstimes.com.sg/compani...areholders


*After SGX exit, OSIM heads for HK listing as V3 Group
https://www.businesstimes.com.sg/compani...s-v3-group

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1H Result as at 30 Jun 2020
Rev $213m (vs 151m)
GP  $154m (vs 116m)
NP  $ 41m (vs  36m)
Div NIL* (vs 1.2cts)
*the construction of our Tuas facility as well as second tranche investment in Pedal Pulses Limited, should the vendors exercise their put option during the put option period.

While business activities started to resume in most markets that we operate in, countries like China, South Korea, United States of America etc. have encountered second wave of the pandemic. As management is unable to predict the kind and the level of impact a second wave of infection in our key markets could bring about, in view of such uncontrollable factors and uncertainties, we remain cautious about the Group’s performance outlook for the next 12 months. 

https://links.sgx.com/FileOpen/BWG%20Q22...eID=627731

Stay home and stay healthy, valuebuddies.

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APPLICATION FOR EXTENSION OF TIME TO HOLD THE ANNUAL GENERAL MEETING FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019

SGX RegCo has on 11 September 2020 informed the Company that it has no objection to the Company’s application for an extension of three (3) months to convene the FY2019 AGM by 31 December 2020, subject to the following conditions:
(i) the Company announcing the Waiver granted, the reasons for seeking the Waiver, the conditions as required under Rule 107 of the Listing Manual and if the Waiver conditions have been satisfied. If the Waiver conditions have not been met on the date of the announcement, the Company must make an update announcement when the conditions have all been met; and 
(ii) the Company convening the FY2019 AGM by 31 December 2020.

Reasons for the Waiver 
The Report recommended that Company’s auditors, Ernst & Young LLP (“EY”) consider the implications of certain matters, including whether any reclassification or adjustments are necessary to the financial statements for FY2019 to ensure the Company’s records represent a complete and accurate view of its financial affairs. EY, 2 are in the midst of reviewing the Independent Accountant’s findings in the Report and planning the relevant procedures to undertake for the FY2019 audit. 
Since the Report was issued, the Company has been working closely with EY and its legal advisors on the matters raised in the Report. In particular, the Company is in discussion with EY on the appropriate accounting treatment of the trade rebates discussed in the Report. 
In addition, EY is reviewing the sales documents and delivery records maintained by the third-party logistics provider and needs to conduct certain procedures to address the potential sales cut-off issue for FY2019. 
Given the issues which EY is considering in light of the findings in the Report, EY anticipates that the audit procedures in respect of the Group will only be completed around mid-October 2020. 
Factoring in discussions with the AC and management to complete the FY2019 audit, it is expected that the audited financial statements will be finalised by November 2020. SGX RegCo announced on 23 July 2020 that the Company will need to submit a proposal to resume trading that addresses concerns raised on: 
(i) the Independent Accountant’s observations and recommendations; 
(ii) legality of its sales and distribution model in the China; and 
(iii) lack of clarity in its financial position. The Company is working on a resumption proposal that will address these matters (the “Resumption Proposal”). 
The Company is planning to submit the Resumption Proposal to SGX RegCo in October 2020, after the Company has aligned with SGX RegCo on the outline of the Resumption Proposal so as to ensure that the Resumption Proposal will address SGX RegCo’s key concerns related to the Independent Accountant’s findings in the Report, in particular, the risks of contravention of relevant laws and regulations in China. 
Accordingly, SGX RegCo will be able to review the Resumption Proposal concurrently with the finalisation of the FY2019 audited financial statements. 
The Company will continue to devote significant resources to assist EY to assess the accounting matters set out in the Report and complete the FY2019 audit in a timely manner, while simultaneously progressing the Resumption Proposal for submission to SGX RegCo for review.

https://links.sgx.com/FileOpen/2020%2009...eID=631479

Stay home and stay safe, everyone.

[weijian]

I believe attempting to sue someone is a natural response of the modern human, especially if you are blessed with resources and have a big ego to go with. But unless it gets personal (do a private suit, not use company resources), one is always better off to focus on the business and let the business actions speak for itself (find strategic investors like Olam or China Minzhong did, and/or focus to pay out dividends to "shut up" mouths)

UPDATE ON DEFAMATION SUIT AGAINST BONITAS RESEARCH AND ITS FOUNDER

The Board of Directors (the “Board”) of Best World International Limited (the “Company” and together with its subsidiaries, the “Group”) refers to the defamation proceedings commenced by the Company and its co-founders, Mdm. Dora Hoan Beng Mui and Mdm. Doreen Tan Nee Moi (together, the “Founders”) against Bonitas Research and its founder (together, the “Defendants”) in the High Court of Singapore (the “Suit”).

The Board would like to inform the shareholders of the Company that the writ of summons in respect of the Suit (the “Writ”) has expired and the Company and the Founders have decided not to renew the Writ and will not continue with the Suit against the Defendants in order to focus management time and resources on the measures necessary for the Company to resume trading and the growth of the Group’s business.

https://links.sgx.com/FileOpen/2020%2010...eID=633769

[brattzz]

We have been taught by our gov/leaders, that by not suing the other parties and proving they are wrong, it also means the other parties are not wrong...and can continue to repeat/broadcast their claims.

BW don't have resources? :O

1H Result as at 30 Jun 2020
Rev $213m (vs 151m)
GP  $154m (vs 116m)
NP  $ 41m (vs  36m)

From EY/PwC's report, the other parties are indeed not wrong!!