2022 Annual Report

SOUTHERN CHARTER FINANCIAL
GROUP LIMITED




FOR THE YEAR ENDED 31 MARCH 2022


ANNUAL REPORT

Page 1 Southern Charter Financial Group Limited Annual Report 31 March 2022

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 ____________________________________________________ 18
CORPORATE GOVERNANCE STATEMENT ________________________________________________ 20
ADDITIONAL INFORMATION _________________________________________________________ 24
BUSINESS DIRECTORY ______________________________________________________________ 29

Southern Charter Financial Group Limited
Page 2 Southern Charter Financial Group Limited Annual Report 31 March 2022
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 2022.

Financial Results
The Company reported a net loss attributable to shareholders of $164,650 for the year. This compares
with a net loss attributable to shareholders of $117,616 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 focus of the Board remains on identifying a suitable business opportunity to invest in
and/or acquire. A number of potential initiatives were investigated during the year that were not
suitable to progress. New opportunities are being investigated as they are identified or become
available. The Company will provide the market with any updates as to material developments in due
course.

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 31 March 2022
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 2022.
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 2022 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: Bruce Dunlop Director: John Cilliers

30 June 2022

Southern Charter Financial Group Limited
Page 4 Southern Charter Financial Group Limited Annual Report 31 March 2022
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE
INCOME







The accompanying notes form part of these financial statements
For the year ended 31 March 2022
2022
2021
Notes
$
$
Interest Income
11,264


25,256


Administrative expenses
2
(175,914)


(142,872)


Loss before income tax
(164,650)


(117,616)


Income tax expense
3
-


-


Net loss
(164,650)


(117,616)


Other comprehensive income
-


-


(164,650)


(117,616)


Earnings per share:
cents
cents
Basic and diluted earnings/(loss) per share
5
(0.0320)


(0.0228)


Total comprehensive income for the period attributable to
shareholders

Southern Charter Financial Group Limited
Page 5 Southern Charter Financial Group Limited Annual Report 31 March 2022
STATEMENT OF FINANCIAL POSITION


For and on behalf of the Board of Directors, dated 30 June 2022


Director: Bruce Dunlop Director: John Cilliers

The accompanying notes form part of these financial statements
As at 31 March 2022
2022
2021
Notes
$
$
Assets
Current assets
Cash and cash equivalents
6
21,749


111,341


Term Deposit
6
1,980,000


2,009,556


Interest receivable
2,821


1,264


GST receivable
8,048


5,659


Income tax receivable (RWT)
2,718


6,718


2,015,336


2,134,538


Non-current assets
NZX Deposit
7
20,000


20,000


20,000


20,000


Total assets
2,035,336


2,154,538


Equity and liabilities
Current liabilities
Trade and other payables
8
128,889


83,441


Total liabilities
128,889


83,441


Equity
Issued capital
4
5,672,856


5,672,856


Accumulated loss
(3,766,409)


(3,601,759)


Total equity
1,906,447


2,071,097


Total equity and liabilities
2,035,336


2,154,538


cents
cents
Net Tangible Asset per Share
12
0.3703


0.4022

Southern Charter Financial Group Limited
Page 6 Southern Charter Financial Group Limited Annual Report 31 March 2022
STATEMENT OF CHANGES IN EQUITY



The accompanying notes form part of these financial statements


For the year ended 31 March 2022
Issued
capital
Accumulated
Loss
Total equity
$
$
$
As at 1 April 2021
5,672,856


(3,601,759)


2,071,097


Loss for the year
-


(164,650)


(164,650)


Total comprehensive income
-


(164,650)


(164,650)


At 31 March 2022
5,672,856


(3,766,409)


1,906,447


As at 1 April 2020
5,672,856


(3,484,143)


2,188,713


Loss for the year
-


(117,616)


(117,616)


Total comprehensive income
-


(117,616)


(117,616)


At 31 March 2021
5,672,856


(3,601,759)


2,071,097

Southern Charter Financial Group Limited
Page 7 Southern Charter Financial Group Limited Annual Report 31 March 2022
STATEMENT OF CASH FLOWS




The accompanying notes form part of these financial statements
For the year ended 31 March 2022
20222021
Notes$$
Operating activities
9,707 23,992
Payments to suppliers(132,855) (156,241)
Income tax paid4,000 8,649
Net cash flows from operating activities9(119,148) (123,600)
Investing activities
6- (2,009,556)
629,556 -
Net cash flows from investing activities29,556 (2,009,556)
Net increase / (decrease) in cash and cash equivalents(89,592) (2,133,156)
Cash and cash equivalents at beginning of year111,341 2,244,497
Cash and cash equivalents at end of year621,749 111,341
Interest received
Cash and cash equivalents transferred to term deposits
Cash received from maturity of term deposit

Page 8 Southern Charter Financial Group Limited Annual Report 31 March 2022
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 and the NZX Main Board Listing Rules.
The registered office and principal place of business are disclosed in the directory to the annual report.
The Company is currently non trading.
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) and
International Financial Reporting Standards (IFRS).
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.
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.
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.
There were no significant judgements and estimates in 2021 or 2022.

Page 9 Southern Charter Financial Group Limited Annual Report 31 March 2022

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
No new accounting policies were applied or standards came into effect which were required to be adopted by 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.

2. ADMINISTRATION EXPENSES BY NATURE

The operating expenses generally relate to the cost associated with being a listed entity. Travel and
accommodation expenses for the current year were in relation to negotiation and due diligence on businesses
considered for acquisition.

20222021
$$
Audi t fees - fi nanci al statements19,270 19,420
Contractors1152,677 62,790
Di rectors' fees1145,714 36,000
Travel and accommodati on31,595 -
Legal Fees6,873 2,400
NZX Li sti ng and regi stry costs19,110 21,771
Other675 491
175,914 142,872

Page 10 Southern Charter Financial Group Limited Annual Report 31 March 2022
3. TAXATION

Numerical reconciliation of income tax expense to prima facie tax payable

Deferred tax asset
Company Losses to carry forward as at 31 March 2022 are $131,446 (2021: $85,344).
* 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.



2022
2021
$
$
Income tax expense
Current tax
Current tax on profi t/(l oss) for the year
(46,102)


(32,932)


Total current tax benefi t
(46,102)


(32,932)


Deferred income tax
Decrease/(i ncrease) i n deferred tax assets [not yet recogni sed*]
46,102


32,932


Total deferred tax expense/(benefit)
46,102


32,932


Income tax expense
-


-


2022
2021
$
$
Loss before tax
(164,650)


(117,616)


Pri ma faci e i ncome tax at 28%
(46,102)


(32,932)


Tax effect of expenses not deducti bl e for tax purposes
-


-


Subtotal
(46,102)


(32,932)


Tax l osses not recogni sed
46,102


32,932


Income tax expense
-


-


Tax losses carried forward.
2022
2021
$
$
Openi ng bal ance
85,344


52,412


Thi s Year
46,102


32,932


Cl osi ng bal ance
131,446


85,344

Page 11 Southern Charter Financial Group Limited Annual Report 31 March 2022
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
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.

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.
No shares were issued or repurchased in the current or comparative years.
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.

Number of
Shares
Value in $
Balance at 31 March 2022
514,894,500


5,672,856


Balance at 31 March 2021
514,894,500


5,672,856

Page 12 Southern Charter Financial Group Limited Annual Report 31 March 2022
5. EARNINGS PER SHARE
At 31 March 2022 there were 514,894,500 shares on issue (2021: 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 (loss) per share is determined by adjusting the profit or loss attributable to ordinary
shareholders and the weighted average number of ordinary shares outstanding, for the effects of all dilutive
potential ordinary shares.
6. CASH AND TERM DEPOSITS

The Term Deposit is not included in cash and cash equivalents as it has maturity dates longer than three months.
The Term Deposit earns interest at 1% p.a. and matures on 8 June 2022.
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

20222021
Total comprehensi ve l oss for the year[ $ ]($164,650)($117,616)
Wei ghted average number of shares514,894,500 514,894,500
Basi c earni ngs/(l oss) per share [ cents ](0.0320) (0.0228)
Di l uted average shares on i ssue514,894,500 514,894,500
Di l uted earni ngs/(l oss) per share[ cents ](0.0320) (0.0228)
2022
2021
$
$
Cash and bank
21,749


111,341


Term deposi ts at bank
1,980,000


2,009,555


Cash and term deposi ts at bank
2,001,749


2,120,896


20222021
$$
Bond hel d at NZX20,000 20,000

Page 13 Southern Charter Financial Group Limited Annual Report 31 March 2022
The deposit is provided as security for all amounts payable to the NZX by the Company as an Issuer and is
provided I accordance with NZX Listing Rule 1.23.
8. TRADE AND OTHER PAYABLES


Accounting policy: Trade and other payables
Trade and other payables are initially recognised at fair value net of transaction costs and thereafter 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.

9. RECONCILIATION OF OPERATING CASHFLOW AND REPORTED PROFIT


20222021
$$
Trade payabl es2,239 4,386
Accrued expenses22,200 22,200
Rel ated party payabl es11104,450 56,855
128,889 83,441
20222021
$$
Net l oss for the year(164,650) (117,616)
Changes in assets and liabilities
(Increase)/decrease i n trade and other recei vabl es(1,557) (1,264)
(Increase)/decrease i n GST recei vabl e(2,389) (14,765)
(Increase)/decrease i n current tax asset4,000 8,649
Increase/(decrease) i n trade and other payabl es45,448 1,396
Net cash fl ows from operati ng acti vi ti es(119,148) (123,600)

Page 14 Southern Charter Financial Group Limited Annual Report 31 March 2022

10. FINANCIAL INSTRUMENTS
The Company has entered into a number of non-derivative financial instruments all of which are classified as
financial assets and liabilities at amortised cost. The carrying values of these items approximate their fair value.
They are listed as follows:

All financial instruments are classified as current and have maturity dates of less than twelve months, other than
the NZX deposit which is repayable on delisting of SNC from NZX main board.
The Company is subject to a number of financial risks.
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 2022, all financial liabilities have a contractual maturity of less than 3 months. Liquidity risk was
substantially eliminated by the cash and cash equivalents and term deposit balance of $2,001,749 in total The
Board regularly reviews its liquidity position by examining future cash requirements.
Currency risk: The Company has no exposure to foreign exchange risk.
Interest rate risk: Interest rate risk is the risk of loss to the Company arising from adverse changes in interest
rates. Cash and short term deposits are subject to interest rate risk. Changes to interest rates can impact the
Company’s financial results by affecting the interest earned or payable on these assets and liabilities. There is
minimal interest rate risk.

2022
2021
$
$
Financial assets at amortised cost
Cas h and cas h equi val ents
21,749


111,341


Term depos i t
1,980,000


2,009,555


NZX depos i t
20,000


20,000


Other recei vabl es
13,587


13,641


Total Financial assets
2,035,336


2,154,537


Financial liabilities at amortised cost
Trade payabl es and other l i abi l i ti es
24,439


26,586


Rel ated party payabl es
104,450


56,855


Total financial liabilities
128,889


83,441

Page 15 Southern Charter Financial Group Limited Annual Report 31 March 2022

Accounting policy: Financial instruments
Financial instruments recognised in the statement of financial position include cash balances, term deposits,
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.
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.
Impairment of financial assets
A financial asset is measured at each reporting date to determine whether there is objective evidence that it is
impaired. A financial asset is impaired if there is objective evidence of impairment as a result of one or more
events that occurred after the initial recognition of the asset, and that the loss event(s) had an impact on the
estimated future cash flows of that asset that can be estimated reliably.
The Company considers evidence of impairment for financial assets at both specific asset and collective level.
All individual significant assets are assessed for specific impairment. Those found not to be specifically impaired
are than collectively assessed for any impairment that has been incurred but not yet identified.
Assets that are not individually significant are collectively assessed for impairment by grouping together assets
with similar risk characteristics.
In assessing collective impairment the Company uses historical trends of the probability of default, the timing of
recoveries and the amount of loss incurred, adjusted for management judgment as to whether current economic
and credit conditions are such that the actual losses are likely to be greater or less than the suggested trends.
An impairment loss in respect of a financial assets measured at amortised cost if calculated as the difference
between its carrying amount and the present value of the estimated future cash flows discounted at the asset’s
original effective interest rate. Losses are recognised in the statement of profit or loss and other comprehensive
income.


Interest rate sensitivity analysis
Increase
Decrease
Increase
Decrease
$
$
$
$
Effect of a 1% change i n the bank deposi t i nterest rate
19,800


(19,800)


19,800


(19,800)


Equity
Profit or loss

Page 16 Southern Charter Financial Group Limited Annual Report 31 March 2022
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

$100,000 was received during 2019 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. Actual costs were less
than the payment received. The remaining balance of $56,855 is payable on demand, is unsecured and is
included in trade and other payables (note 8)
Transactions: 2022
There were no transactions with related parties during the year, other than compensation paid to directors as
disclosed above.
Transactions: 2021
There were no transactions with related parties during the year, other than compensation paid to directors as
disclosed above.
20222021
$$
Management and professi onal servi ces fees52,677 62,790
Di rectors' fees245,714 36,000
98,391 98,790
2022
2021
$
$
Accrued management and professional service fees:
Kuan Chong NG
3,000


-


Accrued directors fees:
Chang Ku EE
4,000


-


Kuan Chong NG
3,000


-


John Ci l l i ers
3,000


-


Bruce Dunl op
3,000


-


Reimbursement due for expenses incurred obh of the company
Kuan Chong NG
31,595


Payables for balance of funds received for shareholder transaction costs:
Chang Ku EE
56,855


56,855


104,450


56,855

Page 17 Southern Charter Financial Group Limited Annual Report 31 March 2022

12. SEGMENT INFORMATION
The company is organised into one operating segment and one geographical segment in New Zealand.
The Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision maker. The chief operating decision maker is the Board of Directors.

13. COMMITMENTS AND CONTINGENT LIABILITIES
There were no capital commitments or contingent liabilities at 31 March 2022 (2021: $nil).

14. GOING CONCERN
The Company reported a loss of $164,650 from continuing operations for the year ended 31 March 2022. As at 31
March 2022 the Company reported a net equity position of $1,906,447. The current assets of $2,015,336, which
include cash and term deposits of $2,001,749, 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 2022.

16. COVID-19
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 by limiting ability for travel to undertake relevant due diligence activities.

BDO Auckland

18

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 2022, 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 2022, 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 International Code of Ethics
for Assurance Practitioners (including International Independence Standards) (New Zealand) 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

Key audit matters are those matters that, in our professional judgement, were of most significance
in our audit of the financial statements of the current period. These matters were addressed in the
context of our audit of the financial statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these 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

19


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 Richard
Croucher.

For and behalf of:




BDO Auckland
New Zealand
30 June 2022

Page 20 Southern Charter Financial Group Limited Annual Report 31 March 2022
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 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 john.cilliers@outlook.co.nz. The information
contained in this section is current as at 28 June 2022 and has been approved by the Board. The key documents
within the code were last reviewed effective May 2022 and a summary statement of the key documents is as
follows:
Code of Ethics and Financial Products Trading Policy
SNC has adopted policies that are designed to formalise 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 Ethics and also the Financial Products Trading Policy.
The Code of Ethics details the ethical and professional behavioural standards required of the Directors and all
employees.
The Financial Products Trading Policy details the procedure whereby SNC Directors and employees may trade in
the Company’s 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’s 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 in
Note 11 of the Financial Statements.
Governance Code
The Board has adopted a Governance Code that sets out the roles and responsibilities of the Board and
distinguishes between the role and responsibilities of the Board and Management. Board's role is to direct the
Company and enhance its value for Shareholders in accordance with good governance principles. The Board
recognises that the quality with which it performs its functions is an integral part of the performance of the
Company and that there is a strong link between good governance and performance.
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 the
Company’s performance and compliance with the appropriate laws and standards. A key responsibility of the
Board is to monitor the performance of management on an ongoing basis.
The Company’s 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 21 Southern Charter Financial Group Limited Annual Report 31 March 2022
of the Board. The Board is currently made up of four Directors and the Board considers that two Directors are
independent in terms of the New Zealand Exchange requirements.
Independent Directors
• Bruce Dunlop
• John Cilliers
Director
• Chang Ku EE (Chairman)
• Kuan Chong NG

Board meetings
The Board met regularly during the year. The Board is provided with accurate timely information on all aspects of
the Company’s operations. The Board is kept informed of key risks to the Company on a continuing basis. In
addition, the Board meets whenever necessary to deal with specific matters needing attention between the
scheduled meetings.
The table below shows director attendance at board meetings during the year ended 31 March 2022:
Chang Ku EE (Chairman) -
Kuan Chong NG 8
Joseph van Wijk 6
John Cilliers 8
Bruce Dunlop 2
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.
Board diversity table as at 31 March 2022:
4 male directors
0 female directors
0 gender diverse directors
0 male officers
0 female officers
0 gender diverse officers
The Board believes that the current makeup of the Board is appropriate at this time.
Board Committees – Audit Finance and Risk Committee
The Board has overall responsibility for the Company’s system of risk management and internal control. The
Board has established a Committee known as the Audit, Finance and Risk Committee. The primary purpose of the

Page 22 Southern Charter Financial Group Limited Annual Report 31 March 2022
Audit, Finance and Risk Committee is to assist the Board of SNC in fulfilling its responsibilities relating to the
company’s management systems, accounting and reporting, external and internal audit, finance and risk
management activities. The Committee comprises John Cilliers (Chairman of Committee) and Bruce Dunlop.
Meetings are held not less than twice a year having regard to the Company’s reporting and audit cycle.
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.
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 Market Disclosure Policy sets out the Company’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 the Company
complies with the NZX Main Board Listing Rules.
Remuneration Policy
SNC’s Remuneration Policy is included in its Remuneration, Nomination and Health & Safety Committee Charter
which sets out the principles which apply to the remuneration of the Board and employees. Details of individual
director remuneration are outlined on page 24 and in Note 11 of the Financial Statements.
Auditors
The Audit, Finance and Risk Committee is accountable for ensuring the performance and independence of the
external auditors – BDO Auckland. The 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 Company is
committed 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 and the requirements of the NZX Main Board Listing Rules. The Board considers that SNC’s

Page 23 Southern Charter Financial Group Limited Annual Report 31 March 2022
corporate governance code has followed these recommendations and requirements in all material respects in the
current year with the following exceptions:
• 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 8.5 (the board should ensure that the notices of annual or special meetings of quoted
equity security holders is posted on the issuer’s website as soon as possible and at least 20 working days
prior to the meeting) - the Company held the 2021 Annual Meeting on 30 September 2021. The notice
of the Annual Meeting was released on 15 September 2020, being less than the 20 working days
recommended.
• Recommendation 8.1 (having a website) – the Company’s website is currently under construction.
The alternate governance practices described above have been approved by the Board.

Page 24 Southern Charter Financial Group Limited Annual Report 31 March 2022
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 2022. 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 (resigned 24 February 2022)
John Cilliers (appointed 19 February 2018)
Bruce Dunlop (appointed 24 February 2022)

Page 25 Southern Charter Financial Group Limited Annual Report 31 March 2022
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 2022:
Chang Ku EE John Cilliers
• ESA Holdings Limited

• Incrementum Ltd


• Ascension Capital Ltd
Joseph van Wijk
• Acanthus Ltd
• Tasman Capital Associates Ltd

• Myland Partners NZ Ltd
• Tasman Capital Ltd

• Millenium Mineral Resources Ltd
• Tasman Capital Nominees Ltd

• Callisto One Ltd
• Trinity Portfolio Ltd

• Western City Holdings Ltd
Directors
Fully paid
ordinary
shares
%
Chang Ku EE442,809,270 86.00%
John Ci l l i ers50,000 0.01%
Director fees
Professional
services fees
Other
employee
benefits
Total
$
$
$
$
Chang Ku EE
4,000


-


-


4,000


Kuan Chong NG
3,000


3,000


-


6,000


Joseph van Wi jk
21,714


44,286


-


66,000


Johannes Ci l l i ers
14,000


5,391


-


19,391


Bruce Dunl op
3,000


-


-


3,000


45,714


52,677


-


98,391


2022

Page 26 Southern Charter Financial Group Limited Annual Report 31 March 2022
• Black Hawk Aviation Ltd

________
• Staten Corporation Ltd



Bruce Dunlop
• Pracsol Limited




DISTRIBUTION OF SECURITY HOLDERS (AS AT 23 JUN 2022)

Size of Holding
Number
%
Number
%
1-1000
359


73.9%
195,500


0.04%
1001-5000
17


3.5%
41,000


0.01%
5001-10000
17


3.5%
148,995


0.03%
10001-50000
28


5.8%
677,592


0.13%
50001-100000
14


2.9%
1,129,728


0.22%
Greater than 100000
51


10.5%
512,701,685


99.57%
486


100.0%
514,894,500


100.00%
Number of Securities
Number of Security Holders

Page 27 Southern Charter Financial Group Limited Annual Report 31 March 2022
20 LARGEST SHAREHOLDERS (AS AT 23 JUN 2022)


Ordinary shareholders
Number
%
Chang Ku Ee
442,809,270


86.0%
Tri ni ty Portfol i o Li mi ted
12,395,630


2.4%
Robert Gregory Mcaul ey
7,464,312


1.4%
Roger Gri ce
7,459,505


1.4%
Dene Bi ddl ecombe Fami l y Trus t
5,447,406


1.0%
Rus s el l Mal oney
5,015,092


1.0%
Tas man Capi tal Li mi ted
5,000,000


1.0%
John Sydney Phi l pott
4,938,425


1.0%
Lei Pei
4,000,000


0.8%
Gl obal Paradi gm
2,785,714


0.5%
Murray Horton Bl ackwel l
2,576,400


0.5%
Ri chard Bl ack
1,540,754


0.3%
Mi chael Patri ck Mckenna
1,200,000


0.2%
Cus todi al Servi ces Li mi ted
987,412


0.2%
Es tate Dene Peter Bi ddl ecombe
600,000


0.1%
M F Campbel l Li mi ted
600,000


0.1%
Chri s topher Davi d Cas tl e
579,432


0.1%
Graeme Crai g Joynt
500,000


0.1%
Phi l i p Sti ckl and
500,000


0.1%
R & K Famul aro Fami l y Trus t
413,425


0.1%
506,812,777


98.40%
Fully paid

Page 28 Southern Charter Financial Group Limited Annual Report 31 March 2022
SUBSTANTIAL SHAREHOLDERS
As at 31 March 2022, 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.
WAIVERS
There were no waivers granted or published by the NZX in relation to SNC or relied upon by the Company in the
12 month period to 31 March 2022.
DONATIONS
No donations were made during the year.

ANNUAL REPORT CERTIFICATE
This Annual Report is dated 30 June 2022 and is signed on behalf of the Board by:


Director: Bruce Dunlop Director: John Cilliers

Holder
Shares Held
%
Classification of Holding
Chang Ku Ee
442,809,270


86.0%
Registered Holder and beneficial owner

Page 29 Southern Charter Financial Group Limited Annual Report 31 March 2022

BUSINESS DIRECTORY

Company
number:
4844319

Directors:
Chang Ku EE, Chairman
Kuan Chong NG
Joseph van Wijk (resigned 24 Feb’22)
John Cilliers
Bruce Dunlop (appointed 24 Feb’22)

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