Southern Charter Financial Group 2020 Full Year Result

SOUTHERN CHARTER FINANCIAL GROUP LIMITED
1




29 June 2020


Southern Charter Financial Group Limited – 2020 Full Year Result

Southern Charter Financial Group Limited (NZSX: SNC) is pleased to release its Annual Report
for the year ended 31 March 2020.

Financial Results
The Company reported a net loss attributable to shareholders of $159,877 for the year. This
compares with a net loss attributable to shareholders of $112,997 for the previous year.

The financial results consisted mainly of expenditure relating to the maintenance of the listed
company and interest earned on short term cash deposits, as well as activities related to work
undertaken on evaluation of suitable businesses for acquisition.

Outlook
The Company remains in a position with a strong balance sheet which includes significant cash
resources. The Company has considered a number of possible acquisitions and the Board
intends on securing a suitable acquisition prior to the 31 March 2021 year end. The Company
will seek shareholder approval as required to complete any transaction.

On behalf of the Directors of Southern Charter Financial Group the Company extends its thanks
to the shareholders for their support of the Company.

Please refer to the attached Annual Report for the detailed results.


For further information, please contact:
John Cilliers
Director
Southern Charter Financial Group
Email: john.cilliers@outlook.co.nz

---

SOUTHERN CHARTER FINANCIAL
GROUP LIMITED




FOR THE YEAR ENDED 31 MARCH 2020


ANNUAL REPORT

Page 1 Southern Charter Financial Group Limited Annual Report 2020

CONTENTS

DIRECTORS’ REPORT ________________________________________________________________ 2
DIRECTORS' RESPONSIBILITY STATEMENT ________________________________________________ 3
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME _______________________ 4
STATEMENT OF FINANCIAL POSITION ___________________________________________________ 5
STATEMENT OF CHANGES IN EQUITY ____________________________________________________ 6
STATEMENT OF CASH FLOWS __________________________________________________________ 7
NOTES TO THE FINANCIAL STATEMENTS _________________________________________________ 8
INDEPENDENT AUDITOR’S REPORT ____________________________________________________ 17
CORPORATE GOVERNANCE STATEMENT ________________________________________________ 19
ADDITIONAL INFORMATION _________________________________________________________ 22
BUSINESS DIRECTORY ______________________________________________________________ 26

Southern Charter Financial Group Limited
Page 2 Southern Charter Financial Group Limited Annual Report 2020
DIRECTORS’ REPORT

Dear Shareholders

The Directors of Southern Charter Financial Group Limited (“the Company”) are pleased to report its financial
results for the year ended 31 March 2020.

Financial Results
The Company reported a net loss attributable to shareholders of $159,877 for the year. This compares with a net
loss attributable to shareholders of $112,997 for the previous year.

The financial results consisted mainly of expenditure relating to the maintenance of the listed company and
interest earned on short term cash deposits, as well as activities related to work undertaken on evaluation of
suitable businesses for acquisition.

Future Growth Strategy
The Company remains in a position with a strong balance sheet which includes significant cash resources. The
Company has considered a number of possible acquisitions and the Board intends on securing a suitable
acquisition prior to the 31 March 2021 year end. The Company will seek shareholder approval as required to
complete any transaction.

On behalf of the Directors of Southern Charter Financial Group the Company extends its thanks to the
shareholders for their support of the Company.

Southern Charter Financial Group Limited
Page 3 Southern Charter Financial Group Limited Annual Report 2020
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors of Southern Charter Financial Group Limited are pleased to present to shareholders the
financial statements for Southern Charter Financial Group Limited for the year ended 31 March 2020.
The Directors are responsible for presenting financial statements in accordance with New Zealand law
and generally accepted accounting practice, which give a true and fair view of the financial position of
the Company as at 31 March 2020 and the results of its operations and cash flows for the year ended
on that date.
The Directors consider the financial statements of the Company have been prepared using accounting
policies which have been consistently applied and supported by reasonable judgements and estimates
and that all relevant financial reporting and accounting standards have been followed.
The Directors believe that proper accounting records have been kept which enable with reasonable
accuracy, the determination of the financial position of the Company and facilitate compliance of the
financial statements with the Financial Reporting Act 2013.
The Directors consider that they have taken adequate steps to safeguard the assets of the Company,
and to prevent and detect fraud and other irregularities. Internal control procedures are also
considered to be sufficient to provide a reasonable assurance as to the integrity and reliability of the
financial statements.
The Financial Statements are signed on behalf of the Board by:
Director: Joseph van Wijk Director: John Cilliers
26 June 2020

Southern Charter Financial Group Limited
Page 4 Southern Charter Financial Group Limited Annual Report 2020
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE
INCOME
The accompanying notes form part of these financial statements
For the year ended 31 March 2020
2020
2019
Notes
$
$
Continuing operations
Interest Income
51,459


58,774

11
-
43,145
Administrative expenses
2
(211,336)


(214,916)
Loss before income tax
(159,877)


(112,997)

Income tax expense
3
-
-
Net loss for the year attributable to shareholders
(159,877)


(112,997)

Other comprehensive income
-
-
(159,877)


(112,997)

Earnings per share:
cents
cents
From continuing operations
Basic and diluted earnings/(loss) per share
5
(0.03)


(0.02)


Total comprehensive loss for the year, net of tax, attributable to
shareholders
Other Income

Southern Charter Financial Group Limited
Page 5 Southern Charter Financial Group Limited Annual Report 2020
STATEMENT OF FINANCIAL POSITION
For and on behalf of the Board of Directors, dated 26 June 2020
Director: Joseph van Wijk Director: John Cilliers
The accompanying notes form part of these financial statements
As at 31 March 2020
2020
2019
Notes
$
$
Assets
Current assets
Cash and cash equivalents
6
2,244,497


2,404,377


Interest accrued on term deposits
-
3,423
NZX Deposit
7
20,000
20,000
GST receivable
-
5,854
Income tax receivable (RWT)
15,367
17,804
Total assets
2,279,864


2,451,458


Equity and liabilities
Current liabilities
Trade and other payables
8
82,045
102,868


GST payable
9,106
-
Total liabilities
91,151
102,868


Equity
Issued capital
4
5,672,856


5,672,856


Accumulated loss
(3,484,143)


(3,324,266)

Total equity
2,188,713


2,348,590


Total equity and liabilities
2,279,864


2,451,458


cents
cents
Net Tangible Asset per Share
0.43
0.46

Southern Charter Financial Group Limited
Page 6 Southern Charter Financial Group Limited Annual Report 2020
STATEMENT OF CHANGES IN EQUITY
The accompanying notes form part of these financial statements
For the year ended 31 March 2020
Issued
capital
Accumulated
Loss
Total equity
$
$
$
As at 1 April 2019
5,672,856
(3,324,266)

2,348,590
Loss for the period
-
(159,877)
(159,877)

Total comprehensive loss
-
(159,877)
(159,877)

At 31 March 2020
5,672,856
(3,484,143)

2,188,713
As at 1 April 2018
5,672,856
(3,211,269)

2,461,587
Loss for the period
-
(112,997)
(112,997)

Total comprehensive loss
-
(112,997)
(112,997)

At 31 March 2019
5,672,856
(3,324,266)

2,348,590

Southern Charter Financial Group Limited
Page 7 Southern Charter Financial Group Limited Annual Report 2020
STATEMENT OF CASH FLOWS
The accompanying notes form part of these financial statements
For the year ended 31 March 2020
2020
2019
Notes
$
$
Operating activities
Other receipts
11
-
100,000
54,882


63,586
Payments to suppliers
(217,199)
(233,500)
Income tax paid
(15,367)


(17,804)


Income tax refund received
17,804


-
Net cash flows from operating activities
9
(159,880)


(87,718)
Net increase / (decrease) in cash and cash equivalents
(159,880)
(87,718)


Cash and cash equivalents at beginning of year
2,404,377


2,492,095


Cash and cash equivalents at end of year
6
2,244,497

2,404,377

Interest received

Page 8 Southern Charter Financial Group Limited Annual Report 2020
NOTES TO THE FINANCIAL STATEMENTS
1.STATEMENT OF ACCOUNTING POLICIES
Reporting entity and statement of compliance
These financial statements and notes represent those of Southern Charter Financial Group Limited. References
to “SNC” are used to refer to Southern Charter Financial Group Limited (the “Company”).
Southern Charter Financial Group Limited is a limited liability company incorporated and domiciled in New
Zealand. It is registered under the Companies Act 1993. SNC is listed on the NZX Main Board (“NZSX”). SNC is a
FMC reporting entity under Part 7 of the Financial Markets Conduct Act 2013 and its financial statements have
been prepared in accordance with the Companies Act 1993, The Financial Reporting Act 2013 and the Financial
Markets Conduct Act 2013.
The registered office and principal place of business are disclosed in the directory to the annual report.
Basis of preparation
The financial statements have been prepared in accordance with Generally Accepted Accounting Practice in New
Zealand (NZ GAAP). The company is a for-profit entity for the purposes of complying with NZ GAAP. The financial
statements comply with New Zealand equivalents to International Financial Reporting Standards (NZ IFRS) as
appropriate for for-profit entities. For the purposes of complying with NZ GAAP, the Company applies Tier 1 for-
profit accounting standards.
The information is presented in New Zealand dollars which is the Company’s functional currency and
presentation currency and is rounded to the nearest dollar.
Measurement base
The accounting principles adopted are those recognised as appropriate for the measurement and reporting of
financial performance and financial position on the historical cost basis. The accrual basis of accounting has been
used unless otherwise stated and the financial statements have been prepared on a going concern basis (note
15).
Use of estimates and judgements
The preparation of financial statements in conformity with NZ IFRS requires management to make judgements,
estimates and assumptions that affect the application of accounting policies and the reported amounts of assets,
liabilities, income and expenses. Where material, information on significant assumptions and estimates is
provided in the relevant accounting policy or will be provided in the relevant note.
The estimates and associated assumptions are based on historical experience and various other factors that are
believed to be reasonable under the circumstances. Actual results may differ from these estimates. The estimates
and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised
in the year in which the estimates are revised and in any future periods affected.

Page 9 Southern Charter Financial Group Limited Annual Report 2020
Judgements
There were no significant judgements in 2020 or 2019.
Specific accounting policies
The following specific accounting policies, which materially affect the measurement of financial performance and
financial position, have been applied.
a)Goods and services tax
All amounts are shown exclusive of Goods and Services Tax (GST), except for receivables and payables that are
stated inclusive of GST.
b)Adoption of new and revised standards
Changes in accounting policies
NZ IFRS 16 “Leases” became effective and was adopted by the Company. The new accounting standard had no
impact on the financial statements as the Company had no lease commitments.
IFRIC 23 clarifies the accounting for uncertainties in income taxes and requires that the Company considers
whether it is probable that the Inland Revenue Department will accept each tax treatment, or group of tax
treatments, that it used in its income tax filing and if not probably, to use the most likely amount or the expected
value of the tax treatment. Adoption of the standard had no impact on the financial statements of the Company.
New NZ IFRS Standards and Interpretations Issued but not yet adopted.
At the date of authorisation of these financial statements, certain new standards and interpretations to existing
standards have been published but not yet effective, and have not been adopted early by the Company.
Management anticipates that all pronouncements will be adopted in the first accounting period beginning on or
after the effective date of the new standard. Upcoming standards and interpretations are not expected to have a
significant impact on the financial statements of the Company.

Page 10 Southern Charter Financial Group Limited Annual Report 2020
2.ADMINISTRATION EXPENSES BY NATURE
The continuing operating expenses generally relate to the cost associated with being a listed entity. Legal fees for
the current year includes services provided in relation to negotiation and due diligence on businesses considered
for acquisition.
3.TAXATION
2020
2019
$
$
Continuing operations
Audit fees - financial statements
20,000
30,000
Audit fees - financial statements prior period
(3,871)
9,412
Contractors
11
64,325
74,441
Directors' fees
11
36,000
36,000
Travel and accommodation
7,106
-
Legal Fees
62,138
20,896
NZX Listing and registry costs
23,848
43,916
Other
1,790
251

211,336


214,916


2020
2019
$
$
Income tax expense
Current tax
Current tax on profit/(loss) for the year
(38,891)


(31,639)


Total current tax benefit
(38,891)


(31,639)


Deferred income tax
Decrease/(increase) in deferred tax assets [not yet recognised*]
38,891
31,639
Total deferred tax expense/(benefit)
38,891
31,639
Income tax expense
-
-

Page 11 Southern Charter Financial Group Limited Annual Report 2020
Numerical reconciliation of income tax expense to prima facie tax payable
Deferred tax asset
Company Losses to carry forward as at 31 March 2020 are $52,412 (2019: $13,521).
*The deferred tax asset has not been recognized in the Statement of Financial Position as it is currently not
probable that taxable profit will be available against which the deductible temporary differences and carry-
forward of unused tax losses can be utilised. Deferred tax asset will only be recognised when the Company
acquires or commences business activities that provide a taxable profit.
Accounting policy: Taxation
The income tax expense or benefit for the period is the tax payable on the current period’s taxable income
adjusted by changes in deferred tax assets and liabilities attributed to temporary differences between the tax
base of assets and liabilities and their carrying amounts in the financial statements.
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the
taxation authorities based on the current period’s taxable income. The tax rates and laws used to compute the
amount are those that are enacted or substantively enacted at reporting date.
Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the
consolidated statement of financial position differs from its tax base, except for differences arising on:
-The initial recognition of goodwill
-The initial recognition of an asset or liability in a transaction which is not a business combination and at
the time of the transaction affects neither accounting or taxable profit, and
-Investments in subsidiaries and joint arrangements where the Company is able to control the timing of
the reversal of the difference and it is probable that the difference will not reverse in the foreseeable
future.
Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be
available against which the difference can be utilised. The income tax expense or revenue attributable to
amounts recognised directly in equity are also recognised directly in equity.
2020
2019
$
$
Loss from continuing operations before income tax expense
(159,877)


(112,997)


Loss before tax
(159,877)


(112,997)


Prima facie income tax at 28%
(44,766)


(31,639)


Tax effect of expenses not deductible for tax purposes
5,875
-
Subtotal
(38,891)


(31,639)


Tax losses not recognised
38,891
31,639
Income tax expense
-
-

Page 12 Southern Charter Financial Group Limited Annual Report 2020
4.SHARE CAPITAL
Share Capital
All ordinary shares have been fully paid and have equal voting and dividend rights. The shares have no par value.
The Company’s capital is managed with the objectives of maintaining adequate working capital so that all
obligations can be met on time. All components of equity are regarded as “capital”. The company is not subject to
any externally imposed capital requirements.
Accounting policy: Share capital
Ordinary shares are classified as equity. Direct costs of issuing shares are deducted from the proceeds of the
issue.
5.EARNINGS PER SHARE
At 31 March 2020 there were 514,894,500 shares on issue (2019: 514,894,500).
Accounting policy: Earnings per share
The company presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is
calculated by dividing the profit or loss attributable to ordinary shareholders by the weighted average number of
ordinary shares outstanding during the year, adjusted for own shares held.
Diluted earnings per share is determined by adjusting the profit or loss attributable to ordinary shares and the
weighted average number of ordinary shareholders outstanding, adjusted for own shares held, for the effects of
all dilutive potential ordinary shares, which comprise convertible notes.
Number of
Shares
Value in $
Balance at 31 March 2020
514,894,500


5,672,856


2020
2019
Total comprehensive loss for the year, net of tax, attributable to
shareholders
[ $ ]
($159,877)
($112,997)
Weighted average number of shares
514,894,500


514,894,500


Basic earnings/(loss) per share
[ cents ]
(0.03)
(0.02)
Diluted average shares on issue
514,894,500


514,894,500


Diluted earnings/(loss) per share
[ cents ]
(0.03)
(0.02)

Page 13 Southern Charter Financial Group Limited Annual Report 2020
6.CASH AND CASH EQUIVALENTS
Subsequent to 31 March 2020 the Company made a short term cash deposit of $2,150,000 with Westpac Bank of
New Zealand.
Accounting policy: Cash and cash equivalents
For the purpose of the statement of cash flows, cash includes cash on hand, bank overdrafts, deposits at call and
short term highly liquid deposits with maturities of three months or less.
7.NZX DEPOSIT
8.TRADE AND OTHER PAYABLES
Accounting policy: Trade and other payables
Trade and other payables are carried at amortised cost and due to their short term nature they are not
discounted. They represent liabilities for goods and services provided to the Company by suppliers in the ordinary
course of business prior to the end of the financial year that are unpaid and arise when the Company become
obliged to make future payments in respect of the purchase of these goods and services. The amounts are
unsecured and are usually paid within normal business trading terms.
2020
2019
$
$
Cash and bank
2,244,497


46,878
Term deposits at bank
-
2,357,499
Cash and bank
2,244,497


2,404,377

2020
2019
$
$
Bond held at NZX
20,000
20,000
2020
2019
$
$
Trade payables
2,990
16,013
Accrued expenses
22,200
30,000
Related party payables
11
56,855
56,855
82,045
102,868

Page 14 Southern Charter Financial Group Limited Annual Report 2020
9.RECONCILIATION OF OPERATING CASHFLOW AND REPORTED PROFIT
10.FINANCIAL INSTRUMENTS
Credit risk: Financial instruments that potentially subject the Company to credit risk are bank balances and short
term deposits. The maximum exposure to credit risk at reporting date is the value of the instruments as stated in
the Statement of Financial Position. The Company only places cash on deposit with Westpac Bank which has a
Standard & Poor’s credit rating of AA- rating.
Liquidity risk: Liquidity risk represents the company's ability to meet its contractual obligations as they fall due.
As at 31 March 2020, liquidity risk was substantially eliminated by the cash and cash equivalents balance of
$2,244,497. The Board regularly reviews its liquidity position by examining future cash requirements.
Fair value risk: The fair value of bank accounts, loans from related parties, trade and other payables and accounts
receivable are equivalent to their carrying amounts as stated in the Statement of Financial Position.
Currency risk: The Company has no exposure to foreign exchange risk.
Interest rate risk: Cash and short term deposits are subject to interest rate risk.
All financial instruments are classified as current and have maturity dates of less than twelve months.
Categories of financial assets as at 31 March 2020 include assets at amortised cost $2,264,497. This comprises of
cash at bank balances and the NZX deposit. There are no financial assets at fair value.
Categories of financial liabilities as at 31 March 2020 include liabilities at amortised cost $82,045. This comprises
of trade and other payables only.
Accounting policy: Financial instruments
Financial instruments recognised in the statement of financial position include cash balances, receivables and
payables. The Company has no financial instruments that are not reported in the Statement of Financial Position.
Financial assets and financial liabilities are recognised when the company becomes a party to the contractual
provisions of the financial instruments.
2020
2019
$
$
Net loss for the year
(159,877)


(112,997)


Changes in assets and liabilities
(Increase)/decrease in trade and other receivables
3,423

4,812

(Increase)/decrease in GST receivable
14,960

12,342

(Increase)/decrease in current tax asset
2,437

(17,804)


Increase/(decrease) in trade and other payables
(20,823)


25,929

Net cash flows from operating activities
(159,880)


(87,718)

Page 15 Southern Charter Financial Group Limited Annual Report 2020
A financial asset is derecognised when the contractual rights to cash flows from the financial asset expire, or
when the financial asset and all subsequent risks and rewards are transferred. A financial liability is derecognised
when it is extinguished, discharged, cancelled or expires.
Financial assets and financial liabilities are initially recognised at fair value, plus directly attributable transaction
costs, and subsequently at either amortised cost or fair value.
11.RELATED PARTY TRANSACTIONS AND BALANCES
Remuneration
The directors are considered to be the key management personnel of the Company.
The following table provides the compensation for key management personnel and directors.
Related party trade and other payables
Transactions: 2020
There were no transactions with related parties during the year, other than compensation paid to directors as
disclosed above.
Transactions: 2019
$100,000 was received from Mr Chang Ku EE to cover the compliance costs associated with the change in the
majority shareholder from Golden Tower New Zealand Limited to Mr EE. $43,415 of the value received has been
reported in income and the balance of $56,855 is included in trade and other payables (note 8).
2020
2019
$
$
Remuneration and other short term benefits
64,325
65,080
Directors' fees
36,000
36,000
100,325


101,080


2020
2019
$
$
Accrued management and professional service fees:
John Cilliers
-
(1,001)
Accrued directors fees:
John Cilliers
-
12,000
Payables for balance of funds received for shareholder transaction costs:
Chang Ku EE
56,855
56,855
56,855
67,854

Page 16 Southern Charter Financial Group Limited Annual Report 2020
12.SEGMENT INFORMATION
There are no segments to report at 31 March 2020 as the listed shell company was the only continuing operating
segment.
13.COMMITMENTS AND CONTINGENT LIABILITIES
There were no capital commitments or contingent liabilities at 31 March 2020 (2019: $nil).
14.GOING CONCERN
The Company reported a loss of $159,877 from continuing operations for the year ended 31 March 2020. As at 31
March 2020 the Company reported a net equity position of $2,188,713. The current assets of $2,279,864, which
include cash and cash equivalents of $2,244,497, provide the Company with sufficient resources to continue to
cover expenditure in relation to maintaining the listed shell company until such time that a suitable investment
opportunity for future development and growth is identified.
The Directors have concluded that the basis of preparation of the financial statements on a going concern basis is
appropriate.
15.SIGNIFICANT EVENTS AFTER REPORTING DATE
There were no significant events subsequent to 31 March 2020.
Covid -19 had no impact on the Company as it had no operations during the year. However, this could have an
impact on the future acquisition plans.

BDO Auckland
17
INDEPENDENT AUDITOR’S REPORT
TO THE SHAREHOLDERS OF SOUTHERN CHARTER FINANCIAL GROUP LIMITED
Opinion
We have audited the financial statements of Southern Charter Financial Group Limited (“the
Company”), which comprise the statement of financial position as at 31 March 2020, and the
statement of profit or loss and other comprehensive income, statement of changes in equity and
statement of cash flows for the year then ended, and notes to the financial statements, including a
summary of significant accounting policies.
In our opinion, the accompanying financial statements present fairly, in all material respects, the
financial position of the Company as at 31 March 2020, and its financial performance and its cash
flows for the year then ended in accordance with New Zealand equivalents to International
Financial Reporting Standards (“NZ IFRS”).
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand)
(“ISAs (NZ)”). Our responsibilities under those standards are further described in the Auditor’s
Responsibilities for the Audit of the Financial Statements section of our report. We are
independent of the Company in accordance with Professional and Ethical Standard 1 (Revised) Code
of Ethics for Assurance Practitioners issued by the New Zealand Auditing and Assurance Standards
Board, and we have fulfilled our other ethical responsibilities in accordance with these
requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Other than in our capacity as auditor we have no relationship with, or interests in, the Company.
Key Audit Matters
We have determined that there are no key audit matters to communicate in our report.
Other Information
The directors are responsible for the Annual Report, which includes information other than the
financial statements and auditor’s report.
Our opinion on the financial statements does not cover the other information and we do not express
any form of audit opinion or assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with
the financial statements or our knowledge obtained in the audit or otherwise appears to be
materially misstated. If, based on the work we have performed, we conclude that there is a
material misstatement of this other information, we are required to report that fact. We have
nothing to report in this regard.

BDO Auckland

18


Directors’ Responsibilities for the Financial Statements

The directors are responsible on behalf of the Company for the preparation and fair presentation of
the financial statements in accordance with NZ IFRS, and for such internal control as the directors
determine is necessary to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible on behalf of the Company for
assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless the directors either
intend to liquidate the Company or to cease operations, or have no realistic alternative but to do
so.

Auditor’s Responsibilities for the Audit of the Financial Statements

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

A further description of our responsibilities for the audit of the financial statements is located at
the External Reporting Board’s website at: https://www.xrb.govt.nz/standards-for-assurance-
practitioners/auditors-responsibilities/audit-report-2/

This description forms part of our auditor’s report.

Who we Report to

This report is made solely to the Company’s shareholders, as a body. Our audit work has been
undertaken so that we might state those matters which we are required to state to them in an
auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept
or assume responsibility to anyone other than the Company and the Company’s shareholders, as a
body, for our audit work, for this report or for the opinions we have formed.

The engagement partner on the audit resulting in this independent auditor’s report is Blair Stanley.

For and behalf of:




BDO Auckland
New Zealand
26 June 2020

Page 19 Southern Charter Financial Group Limited Annual Report 2020
CORPORATE GOVERNANCE STATEMENT
The Board of Directors (“Board”) of Southern Charter Financial Group (“SNC”) recognize the need for strong
corporate governance practices and has adopted a comprehensive corporate governance code. The code is based
on the recommendations set out in the NZX Corporate Governance Code 2017 and the requirements of the NZX
Main Board Listing Rules. The Company’s website is currently under construction; but in the interim copies of key
documents referred to in this section can be requested by emailing josephvanwijk@xtra.co.nz. The information
contained in this section is current as at 26 June 2020 and has been approved by the Board. The key documents
within the code were last reviewed effective June 2020 and a summary statement of the key documents is as
follows:
Code of Conduct and Share Trading Policy
SNC has adopted policies that are designed to formalize its commitment to the highest standards of ethical
conduct and to provide all Directors and representatives with clear guidance on those standards. These are
governed by the Code of Conduct and also the Share Trading Policy.
The Code of Conduct details the ethical and professional behavioural standards required of the Directors and all
employees. It also provides the means of proactively addressing and resolving potential ethical issues and details
the process to be adopted for identifying conflicts of interest and the actions that should be taken.
The Share Trading Policy details the procedure whereby SNC Directors and employees may trade in SNC shares.
Directors and employees may not trade in SNC shares when they have price sensitive information that is not
publicly available. In addition, except where the Directors have the permission of the Board, the Directors may
trade in the Company shares only during specified trading windows.
The Company maintains an interests register in which the particulars of certain transactions and matters involving
Directors must be recorded. Details of all matters entered into the register by individual Directors are outlined on
page 24 and in Note 11 of the Financial Statements.
Board Charter
The Charter defines the Board's role, which is to govern the business and purposes of SNC. The Board manages,
supervises and promotes the interests of the business with a view to adding long-term value. The Charter details
that the Board must have regard to SNC's values and shareholder concerns. The Board is committed to leading
SNC through culture and values that focus on integrity.
Role and Composition of the Board
SNC retains a Board of Directors which aims to ensure that shareholders’ interests are held paramount. The Board
is responsible for the direction and control of SNC and is accountable to shareholders and others for SNC’s
performance and compliance with the appropriate laws and standards. A key responsibility of the SNC Board is to
monitor the performance of management on an ongoing basis. SNC offers shareholders an experienced Board
with financial markets experience and strengths in funds management and corporate governance.
The SNC Constitution requires a minimum of three Directors with a maximum of seven. At least two of the
Directors must be ordinarily resident in New Zealand. The composition of the Board must include a minimum of
two Independent Directors. The Board elects a Chairman whose primary responsibility is the efficient functioning

Page 20 Southern Charter Financial Group Limited Annual Report 2020
of the Board. The Board is currently made up of three Directors and the Board considers that two Directors are
independent in terms of the New Zealand Exchange requirements.
Independent Directors
• Joseph van Wijk
• John Cilliers
Director
• Chang Ku EE (Chairman)
• Kuan Chong NG (Alternate to Chang Ku EE)

The Board met regularly during the year. The Board is provided with accurate timely information on all aspects of
SNC operations. The Board is kept informed of key risks to SNC on a continuing basis. In addition the Board meets
whenever necessary to deal with specific matters needing attention between the scheduled meetings.
Diversity Policy
SNC believes that diversity and inclusion contribute to competitive advantage and sustainable business success
which is reflected in the Companies Diversity Policy. SNC is committed to an inclusive workplace that fosters and
promotes workplace diversity at all levels. This provides the capacity to view problems and opportunities from
many different perspectives. The gender composition of Directors and Officers as at the end of the previous two
financial years is disclosed on page 23. The Board believes that the current makeup of the Board is appropriate at
this time.
Board Committees – Audit Committee
The SNC Audit Committee has been established to focus on audit and risk management and specifically addresses
responsibilities relative to financial reporting and regulatory conformance. The Audit Committee of SNC
comprises John Cilliers (Chairman of Committee) and Joseph van Wijk. Meetings are held not less than twice a
year having regard to SNC’s reporting and audit cycle.
Other Committees
Due to the importance of Nomination and Remuneration matters these are addressed by the Board as a whole
and consequently there is no separate Nomination or Remuneration Committee at this time.
Continuous Disclosure
SNC’s Continuous Disclosure Policy sets out SNC’s arrangements to ensure material information is identified,
reported, assessed and, where required, disclosed to the market in a timely manner. SNC is committed to
ensuring the timely disclosure of material information about the Company to ensuring that SNC complies with
the NZX Main Board Listing Rules.
Remuneration Policy
SNC’s Remuneration Policy sets out the principles which apply to the remuneration of SNC’s Board and
employees. Details of individual director remuneration are outlined on page 23 and in Note 11 of the Financial
Statements.

Page 21 Southern Charter Financial Group Limited Annual Report 2020
Risk Management and Internal Control
The Board has overall responsibility for SNC’ system of risk management and internal control. SNC has in place
policies and procedures to identify areas of significant business risk and implement procedures to manage
effectively those risks. Key risk management tools used by SNC include the audit committee function, outsourcing
of certain functions to experts, internal controls, financial and compliance reporting procedures and processes,
business continuity planning and insurance. The Board regularly reviews SNC’s Health and Safety Policy.
Auditors
The Audit Committee is accountable for ensuring the performance and independence of the external auditors –
BDO Auckland. The Audit Committee also recommends to the Board, which services other than the statutory
audit, may be provided by BDO Auckland as auditors.
Shareholder Relations
The Board recognises the importance of providing comprehensive and timely information to shareholders.
Information is communicated to shareholders in the Interim Report and the Annual Report. The release of the
Annual Report is followed by the Annual Shareholders Meeting, which the Board recognises as an important
forum at which the shareholders can meet and question the Board. Full participation of shareholders is
encouraged at the Annual Shareholders Meeting to ensure a high level of accountability and identification with
the Company’s strategies and goals. Shareholders are encouraged to submit questions in writing prior to the
meeting.
Environmental, Social and Governance
SNC recognises the importance of minimising our environmental, social and governance impact. The
Environmental, Social and Governance policy provides a framework that allows SNC to minimise its
environmental impact and achieve sustainable business practices.
Summary of Exceptions
The Company’s corporate governance code is based on the recommendations set out in the NZX Corporate
Governance Code 2017 and the requirements of the NZX Main Board Listing Rules. The Board considers that
SNC’s corporate governance code has followed these recommendations and requirements in all material respects
in the current year with the following exceptions: Recommendation 3.4 (nomination committee operates under a
written charter) - due to the size of the Board and the lack of Company operations, the whole Board considers
nominations and it does not currently have a written charter. Recommendation 3.6 (protocols setting procedure
to follow if takeover offer received including the set-up of a separate committee) - there are no written protocols
at this time but the whole Board would be immediately involved and legal advice sought. Recommendation 4.2
(key governance documents being available on the company’s website) - the Company’s website is currently
under construction but key documents can be obtained on request from the Company as above.
Recommendation 4.3 (reporting includes non-financial disclosures such as exposure to environmental risks and
how those risks are managed) – due to the Company’s lack of current operations such reporting will be
considered in future years. Recommendation 6.2 (disclose how health and safety is managed and report on
health and safety risks, performance and management) – due to the current size and lack of operations of the
Company it is considered there is no relevant information to report at this time. Recommendation 8.1 (having a
website) – the Company’s website is currently under construction.

Page 22 Southern Charter Financial Group Limited Annual Report 2020
ADDITIONAL INFORMATION
STOCK EXCHANGE LISTING
Southern Charter Financial Group Ltd is listed on NZSX under the code SNC for ordinary shares.
REGISTRY
Link Market Services is SNC’s security register manager and holds all shareholder records electronically. Link
Market Services is also responsible for the maintenance of shareholder records, SNC’s call centre, and the
preparation of distribution payments. Contact details for Link Market Services are set out in the business
directory on the last page.
ANNUAL REPORT AND ANNUAL MEETING
All shareholders are entitled to receive a copy of the Annual Report. If you do not require the Annual Report, or if
you receive more copies than you require, please notify Link Market Services at the address shown on the last
page.
The next Annual General Meeting is intended to be held in August or September 2020. The Notice of Meeting
and Proxy Form will be sent shortly.
PRINCIPAL ACTIVITIES AND CHANGES IN STATE OF AFFAIRS
The Company is currently a listed shell company investigation options for acquisition.
DIRECTORS
The following directors held office during the financial year:
Current directors:
Chang Ku EE (appointed 17 December 2018)
Kuan Chong NG (appointed 8 April 2019)
Joseph van Wijk (appointed 10 December 2013)
John Cilliers (appointed 19 February 2018)
GENDER COMPOSITION OF BOARD OF DIRECTORS
The gender composition of the board of directors as at 31 March 2020 as required to be disclosed under Main
Board/Debt Market Listing Rule (7 March 2016) 10.4.5(j) is as follows:
Chang Ku EE - Male
Kuan Chong NG - Male
Joseph van Wijk - Male
John Cilliers - Male

As at 31 March 2020 100% of the Directors were male. As at 31 March 2019 100% of the Directors were male.
SNC has no other offices or employees as at 31 March 2020.

Page 23 Southern Charter Financial Group Limited Annual Report 2020
DIRECTORS INTEREST IN SOUTHERN CHARTER FINANCIAL GROUP LIMITED
The following table sets out each current director’s relevant interest (direct and indirect) in shares of the
company as at the date of this report.
REMUNERATION
The following table provides the compensation for key management personnel and directors.
During the financial year there were no employees or former employees who received remuneration and other
benefits in their capacity as employees of the Company of which was or exceeded $100,000 per annum.
The Board received no notice during the year from directors requesting to use the Company information received
in their capacity as directors which would not have been otherwise available to them.
DIRECTORS DISCLOSURE OF INTERESTS
The following general disclosures of interest were received in relation to the year ended 31 March 2020:
Chang Ku EE Joseph van Wijk
•ESA Holdings Limited•Tasman Associates
•Tasman Capital Ltd
John Cilliers
•Tasman Capital Nominees Ltd
•Incrementum Ltd•Trinity Portfolio Ltd
•TRS Investments Ltd•TRS Investments Ltd
•Acanthus Ltd•Senior Trust Management Ltd
•Myland Partner NZ Ltd•Pacific Financial Derivatives Ltd
•Millennium Mineral Resources Ltd
Directors
Fully paid
ordinary
shares
%
Chang Ku EE
442,809,270

86.00%
Joseph van Wijk
17,395,630

3.40%
John Cilliers
50,000


0.01%
Director fees
Remuneration
Other
employee
benefits
Total
$
$
$
$
Executive directors:
Joseph van Wijk
24,000

60,000
-
84,000
Johannes Cilliers
12,000
4,325
-
16,325
36,000
64,325
-
100,325
2020

Page 24 Southern Charter Financial Group Limited Annual Report 2020
20 LARGEST SHAREHOLDERS (AS AT 3 MAY 2020)

SUBSTANTIAL SHAREHOLDERS
As at 31 March 2020, the following holders are Substantial Product Holders in SNC within the meaning of that
expression under Section 274 of the Financial Markets Conduct Act 2013:

VOTING RIGHTS
Under the Company’s Constitution, each member present at a general meeting is entitled:
1. on a show of hands, to one vote; and
2. on a poll, to one vote for each share held or represented.
Ordinary shareholdersNumber%
Chang Ku Ee442,809,270 86.0%
Trinity Portfolio Limited12,395,630 2.4%
Robert Gregory Mcauley7,464,312 1.4%
Roger Grice7,459,505 1.4%
Dene Biddlecombe Family Trust5,273,406 1.0%
Russell Maloney5,015,092 1.0%
Tasman Capital Limited5,000,000 1.0%
John Sydney Philpott4,938,425 1.0%
Lei Pei4,000,000 0.8%
Global Paradigm2,785,714 0.5%
Murray Horton Blackwell2,576,400 0.5%
Richard Black1,540,754 0.3%
Michael Patrick Mckenna1,200,000 0.2%
Custodial Services Limited987,412 0.2%
Dene Peter Biddlecombe600,000 0.1%
M F Campbell Limited600,000 0.1%
Christopher David Castle579,432 0.1%
Graeme Craig Joynt500,000 0.1%
Philip Stickland500,000 0.1%
R & K Famularo Family Trust413,425 0.1%
506,638,777 98.40%
Fully paid
Holder
Shares Held
%
Classification of Holding
Chang Ku Ee
442,809,270


86.0%
Registered Holder and beneficial owner

Page 25 Southern Charter Financial Group Limited Annual Report 2020
WAIVERS
SNC relied on the class waiver from Rules 3.5.1 granted by NZX Regulation (NZXR) that revised the reporting
deadlines for the year ending 31 March 2020, in response to the COVID-19 pandemic. There were no waivers that
SNC relied on in the prior 12 months.
DONATIONS
No donations were made during the year.

ANNUAL REPORT CERTIFICATE
This Annual Report is dated 26 June 2020 and is signed on behalf of the Board by:


Director: Joseph van Wijk Director: John Cilliers

Page 26 Southern Charter Financial Group Limited Annual Report 2020
BUSINESS DIRECTORY
Company
number:
4844319
Directors:
Chang Ku EE, Chairman
Kuan Chong NG
Joseph van Wijk
John Cilliers
Registered
office:
Level 2 Tower Building
50 Customhouse Quay
Wellington, 6011
New Zealand
Share Registrar
Link Market Services
Level 7, Zurich House
21 Queen Street
Auckland 1010
Bankers:
Westpac Bank Limited
Solicitors:
Duncan Cotterill
Wellington
Auditors:
BDO Auckland

---

Template
Results announcement
(for Equity Security issuer/Equity and Debt Security issuer)
Updated as at 17 October 2019


Results for announcement to the market
Name of issuer Southern Charter Financial Group Limited
Reporting Period 12 months to 31 March 2020
Previous Reporting Period 12 months to 31 March 2019
Currency
Amount (000s) Percentage change
Revenue from continuing
operations
$0 0%
Total Revenue $0 0%
Net profit/(loss) from
continuing operations
($160) (41%)
Total net profit/(loss) ($160) (41%)
Interim/Final Dividend
Amount per Quoted Equity
Security
Not Applicable, it is not proposed to pay dividends
Imputed amount per Quoted
Equity Security
Not Applicable
Record Date Not Applicable
Dividend Payment Date Not Applicable
Current period Prior comparable period
Net tangible assets per
Quoted Equity Security
$0.004 $0.005
A brief explanation of any of
the figures above necessary
to enable the figures to be
understood
Accompanying this announcement is the Company’s audited
consolidated financial statements for the twelve months ended
31 March 2020, including the report from the directors which
provide the balance of information requirements in accordance
with NZX Listing Rule 3.5 and Appendix 2.
Authority for this announcement
Name of person

authorised
to make this announcement
John Cilliers
Contact person for this
announcement
John Cilliers
Contact phone number +64 27 242-8485
Contact email address John.cilliers@outlook.co.nz
Date of release through MAP

29/06/2020

Audited financial statements accompany this announcement.