P.O. Box 309 Ugland House
Grand Cayman KY1-1104
Cayman Islands

17LIVE Group Limited

17LIVE Group Limited

ANNUALREPORT
2023

ANNUAL REPORT 2023

VIRTUAL REALITIESHUMAN CONNECTIONS

17LIVE is the top pure-play live streaming platform (by revenue) in Japanand Taiwan combined. Its business lines include Liver live streaming,
V-Liver live streaming, and other businesses such as in-app games and livecommerce. 17LIVE is accessible globally, and its key markets of operations
include Japan and Taiwan, with a presence in Hong Kong, Singapore, theUnited States, the Philippines, India, and Malaysia. It has fostered a diverse
live-streaming ecosystem with a loyal and engaged user community, as well
as a deep pool of live streamers.

Content

004

Corporate Profile

006

Chairman and CEO Letter

011

Group Structure012

Board Of Directors

016

Management Team020

Operations Review

022

Significant Events

028

Financial Highlights

030

Financial Review

034

Corporate Information

035

Corporate Governance071

Financial Statements

128

Statistics of Shareholding001Virtual Realities, Human Connections002

17LIVE Group Limited - Annual Report 2023

EMPOWERHUMAN
CONNECTIONSLife takes place in real time, that is what makes it exciting,unscripted and unpredictable. 17LIVE is committed tobuilding a safe ecosystem for streamers and users to be
their most authentic selves.

003

Virtual Realities, Human Connections

Corporate
Proﬁle17LIVE Group Limited (“17LIVE”
or the “Company” and together
with its subsidiaries, “the Group”)
operates 17LIVE, the top pure-playlive streaming platform (by revenue)
in Japan and Taiwan combined. The
Group’s main business lines include
Liver live streaming and V-Liver live
streaming.
The 17LIVE platform is accessible
globally, 17LIVE’s key markets ofoperations include Japan andTaiwan, with a presence in Hong
Kong, Singapore, the U.S., thePhilippines, India and Malaysia.
17LIVE has fostered a diverse live
streaming ecosystem with a loyal
and engaged user community, as
well as a deep pool of live streamers.

004

As of February 2024, the Group haslaunched two unique intellectual
property (IP) groups; BUSHILIVE
and GanGun Girls to supplement
the growing V-Liver segment whichcelebrated its ﬁfth anniversary in 2023.
For FY2023, the Average Daily View
Duration Per Daily Active User (DAU)
was approximately 93 minutes on amonthly average basis.
To drive continued engagement
within this ecosystem, the Group
strives to localise its products
and content, and has introduced
innovative business initiatives suchas V-Livers, in-app games andlive commerce which are highly
synergistic with its core live streaming
business and act as drivers forsustainable growth.

17LIVE Group Limited - Annual Report 2023

005

Chairman &CEO Letter

17LIVE’s mission
is to empowerhuman connections
and build a safe
environment whereusers can be theirmost authentic selves.

1

Ecommerce: China’s retail futurelies in live video streaming, Financial Times,
06 October 2023.

2

Singapore lags behind in live
streaming e-commerce boom owing toa lack of talent, say observers, Channel
NewsAsia, 29 November 2023.

006

Dear Shareholders,
December 2023 marked the
beginning of 17LIVE’s journey asa listed company. In partnershipwith Vertex Technology Acquisition
Company, we completed the ﬁrst
de-SPAC transaction on the SGX-ST.
The proceeds from our listing gave
us a US$102.7 million war chest for
growth and strategic expansion. We
are well capitalised to expand andstrengthen our competitiveness inJapan and the rest of Asia, creating
additional value for our audiences,
content creators, and shareholders.
2023 was a year of normalisation forthe live streaming industry, despite
uncertainties in regulations and in
the macroeconomic environment.
The Covid-19 pandemic signiﬁcantly
impacted the video streaming
industry and shifted consumer
entertainment preferences, causing
a surge in viewership demandfor online streaming platforms
across periods of lockdowns
and social distancing measures.
This accelerated the shift fromtraditional television viewing toonline streaming, in particularinteractive live streaming content.
Factors such as convenience,
the availability of a wide range ofcontent, and the ability to watch
on demand has compounded thisshift. Whilst the Group and theindustry experienced headwinds
due to the resumption of ofﬂine
activities, the pandemic had
effectively entrenched online digitalentertainment in the minds ofpeople globally, resulting in theemergence and growth of the live
streaming industry. This bodes wellfor the Group’s growth trajectory for
years to come, and we will continue
to invest in our business to capture
this growth in the live streaming
industry.
As the industry normalises, wehave noted a sustained demandfor virtual live events andperformances, allowing artists
and entertainers to connect
with their audiences all over theworld. Increasingly, platforms are
emerging and adapting theirofferings to capture different niches– from game streams, podcasts
to educational content. This
diversiﬁcation ensures consumers
have a wide array of genres tochoose from and is a key feature of
17LIVE.
17LIVE is one of the leading live
streaming players in Japan andTaiwan. We further strengthened
our lead in the market by doubling
down on live content and services
such as live commerce and17LIVE Group Limited - Annual Report 2023

V-Liver. In the past 6 months,
we’ve successfully launched two
proprietary V-Liver IPs – BUSHILIVE
and GanGun Girls.
Live commerce and V-Livercontent provide excellent growth
opportunities for the Group, creating
unique and valuable experiences
for users, content creators, ande-commerce partners.
17LIVE’s mission is to empowerhuman connections and build a safe
environment where users can betheir most authentic selves.
Live streaming content and ourcontent creators are our core growth
drivers. In 2023, we continued to
improve our end-to-end talentmanagement system for contracted
streamers, to further enable them tocreate unique content and develop
meaningful connections with theirfans. Further, we have establishedlicensing agreements with leadersin the video game industry suchas Nintendo, which avails our
streamers the right to live stream
Nintendo’s games and monetiseby “gifting” via live streaming. Thisfurther strengthened our core live
streaming business.
Bolstering live commerce
A growing segment is livecommerce. The Group’s livecommerce offering OrderPally,
which staged a strong performancelast year which saw a doubling ofannualised gross merchandise
value (GMV), and turned in a solid
segmental proﬁt for the Group in
FY2023. With its successful growth,plans are well underway to further
roll out OrderPally across SoutheastAsia.
As live streaming and livecommerce transform the retailsector, governments are increasingly
wary of the knock-on effects they
have on traditional retail businesses,
prompting the implementation ofregulations to help conventional
retail stores1. In Singapore, livecommerce demand has grownsigniﬁcantly, but challenges lie insecuring the right talent to front
such live streams2, highlighting
opportunities that can be ﬁlled by
17LIVE.
Last year, we introduced 17Shop asa marketplace to 17LIVE, serving as
a synergistic platform connecting
merchants and live streamers toenhance business collaborationand opportunities. We have a
proven track record of monetisation
through our highly interactive andengaging entertainment content,
enabling us to ride the waves of the
global live commerce phenomenon.
We also successfully held thelargest live stream festival in
Akihabara, Tokyo, a physical eventwith specialised booths, live
streaming programmes, and livecommerce. The event attracted
celebrity attendance, creating evenmore buzz for our live commercebusiness.
Expanding into new markets
Globally, live streaming continues
to grow across various segments.
Research showed that over 52%3 of
global users would be interested inconsuming live branded content.

With games and entertainment
segments emerging to be the mostpopular content categories for
global users.
Southeast Asia is one of our
key new markets in 2024 due
to its high growth potential in
the live streaming market. The
market size for live streamingin Southeast Asia is expected toincrease from US$1.07 billion in
2023 to US$2.16 billion in 2027,
at a compound annual growthrate (CAGR) of approximately
19.2% 4. Our expansion plans into
the region include exporting
Japanese and Taiwanese content
and merchandise to Southeast
Asia through a combination of live
streaming, live commerce channels,
and 17Shop.
Furthermore, we are building ourbase of live streamers and users
in Southeast Asia to strengthen
our core live streaming businessand reach a larger audience baseby collaborating or partneringwith media and entertainment
companies in the region. We havea unique edge in the region due toour strength in Japanese content,
especially V-Livers, as the popularityof Japanese cultural content
enhances our global productofferings.

Discover the future of entertainment with 17LIVE’s V-Livers at Tokyo’s Mirai Stage: wheretech and performance blend for an immersive experience007

Chairman &CEO Letter

We are building
our base of live
streamers and users
in Southeast Asia tostrengthen our core
live streaming businessand reach a larger
audience base bycollaborating or
partnering with media
and entertainment
companies in the region.

Meet the unstoppable team behind 17LIVE, making magic happen one stream at a time - We Empower
Human Connection

These efforts ride on the growing
demand for Asian centric content
in the West whilst harnessing the
growth potential in key markets
as well. In particular, Indonesia
and developing markets in Latin
America offer a highly desirable
combination of existing scale anddemographics.
Harnessing the power of V-Liver
Besides focusing on live streaming
as a core growth driver, we are also
harnessing the power of V-Liver to
optimise proﬁtability. In 2023, welaunched our V-Liver IP groups,
BUSHILIVE and GanGun Girls,
capitalising on the strong V-Liver
momentum.

008

In addition, through an acquisition
last December, we established the
V-Liver management production
company NexuStella, adding the
NexuStella Colorful V-Liver group
to our V-Liver offerings. Together,
BUSHILIVE, GanGun Girls and
NexuStella Colorful have amassed
approximately 70,000 viewers todate.
In Japan, the total addressable
market of V-Liver is US$973 million
and is forecasted to grow to
US$3,865 million in 2027 at a CAGR
of 41.2%5. The V-Liver community is
rapidly growing, with around two
thousand average V-Liver monthly
active streamers (MAS) in 2023,
representing a 6.5x year-on-year17LIVE Group Limited - Annual Report 2023

increase. Our own V-Liver MAS
grew signiﬁcantly following the
integration of Live2D functions in
April 2023, which allows users toeffortlessly use their smartphones
to upload an avatar and conduct
virtual streaming.
Our fan community is expanding
greatly, with results from Q42023 showing an average V-Livermonthly active user (MAU) of morethan 100,000, representing a 2.5x
year-on-year increase. There is rapid
growth of V-Liver engagement as
well, with about monthly average
V-Liver spenders, signifying a 3.7x
year-on-year increase.
We’ve also recorded a signiﬁcant
60.4% growth in V-Liver revenue
along with 7.1x growth in Japan
V-Liver MAS in comparison to thesame period in 2022.
Growing our content pillars
V-Livers combine virtual and realinteractions to create an immersive
experience for users to foster athriving community. In 2023, werolled out a series of integrations
to enhance this offering for users,
thereby signiﬁcantly lowering
the barriers to becoming a
V-Liver. Further, we fortiﬁed ourcontent pillars through strategic
partnerships with Capcom andNintendo in Japan, where 17LIVE

Elevate your shopping experience with 17Shop on 17LIVE: where live streams meet
exclusive deals. Dive into curated collections and interactive shopping now

streamers were allowed to leverage
the signature IPs of key games
such as Street Fighter.
In terms of in-app, we enhanced
our offering through the launchof our interactive Go-Kart feature
which sets the infrastructure for
future in-app game launches. In
2023, the average monthly Game
Penetration Rate was 33.0% for Q42023, a signiﬁcant increase from
24% in the same period of 2022. We

further solidiﬁed our presence inthe space through our participation
at WirForce 2023 Lan Party, theworld’s largest e-sports festival.
Cost optimisation and operational
efﬁciency
In the two months since myreappointment as CEO, in addition
to various growth, acquisition andpartnership initiatives, we havelaunched and executed a strategicplan focused on operational
efﬁciency and cost optimisation. We
thoroughly reviewed our operations
and cost structures globally withthe aim to transition towards a
streamlined operating model witha focus on our core businesses andgrowth initiatives.
This approach comprised bothcost optimisation and ensuring ouroperations were leaner, allowing us
to have the ability to quickly adapt
to the changing market demands,
and the additional proﬁt andﬂexibility to invest in future growth.

009

Virtual Realities, Human Connections

Chairman &CEO Letter

We addressed the inefﬁciencies
in our promotional activities
by re-evaluating our contracts
to ensure that they align with
our strategic goals and reﬂect a
healthier ecosystem for our users
and live streamers. Additionally, we
have optimised the use of external
services to match the current scaleof our company, ensuring ouroperations remain sustainable andcost-effective.

3

Live streaming – Statistics & Facts,
Statista 2024

4

Based on the report titled“Independent Market Research on theMedia and Entertainment Industry
with a Focus on the Interactive Video
Streaming Platform, V-Liver, andLive Commerce Industries” dated
23 October 2023 prepared by Frost &Sullivan (Singapore) Pte Ltd for 17LIVE

5010

Based on the report titled“Independent Market Research on theMedia and Entertainment Industry
with a Focus on the Interactive Video
Streaming Platform, V-Liver, andLive Commerce Industries” dated
23 October 2023 prepared by Frost &Sullivan (Singapore) Pte Ltd for 17LIVE

A key part of our strategy involved
the reassessment of our workforce,leading to strategic reallocations
and a streamlined organisational
structure, enhancing agility anddecision-making processes. These
initiatives have already begun topositively impact our operational
efﬁciency and ﬁnancial health,marking a promising start towards
sustained growth and proﬁtability.
We are committed to maintaining
this momentum, ensuring
our company’s resilience andcompetitive edge in the market.
Supporting our live streaming
community
We will continue to support our live
streaming community and solidify
our foundation for sustainablegrowth as we progress on
expanding our presence globally.
Through developing partnerships

and collaborations with synergistic
partners in the entertainment
industry, we will also continue
to invest in our core capabilities
to deepen our presence across
key markets including Southeast
Asia, leveraging Singapore as
our international gateway andspringboard.
We would like to thank theBoard for their guidance andmanagement, our business
partners and customers for theirsupport, and our investors forbelieving in our growth potential.
With your support, 17LIVE is well
positioned to create a vibrant live
streaming community and emerge
as the undisputed leader of V-Liverlive streaming in Asia, and the restof the world, bringing value toeveryone involved in our growth.
Yours sincerely,
Joseph Phua
Executive Chairman andGroup CEO

17LIVE Group Limited - Annual Report 2023

Group
Structure

17LIVE Inc.
(Cayman Islands)
100%

17LIVE Japan Inc.
(Japan)100%

17LIVE (USA)
Corp.
(US)

100%

17LIVE Ltd.
(HK)

100%

17LIVE (SEA)
Pte. Ltd.
(SG)

1 share100%

17LIVE Taiwan
Limited
(TW)

100%

Next
Entertainment
Inc.
(TW)

100%

WAVE Inc.
(TW)

100%

Handsup Inc.
(TW)

99.99%

Liontrek
Entertainment
India Pvt. Ltd.
(India)Note: The group structure represents operating subsidiaries of 17LIVE Group Limited.

011

Virtual Realities, Human Connections

Board ofDirectors

1

1

Mr. Phua Jiexian, Joseph
Executive Chairman and CEOYear Appointed
2023
Age
40
Role description/Experience:
Mr Phua Jiexian, Joseph (悭匊餔)(“Mr Phua”), is the Co-Founder of
17LIVE Inc. and its subsidiaries
and has been the Non-Executive
Chairman of the Board of Directors of
17LIVE Inc. since July 2020.
He was redesignated as Executive
Chairman and Group CEO of 17LIVE
Group Limited on 26 January 2024.
Mr Phua had previously served as
17LIVE Inc.’s CEO from September
2016 to June 2018 where he mademajor corporate decisions, managed
overall operations and set thestrategic directions of 17LIVE Inc.
With his current reappointment, heis responsible for the formulation of
corporate and business strategies of
the Company and leads the executionof the strategic growth plans for theGroup.
Mr Phua co-founded Paktor Pte.

012

Ltd. in 2013 while completing his
Master of Business Administration
at the University of Chicago, andserved as CEO of Paktor Pte. Ltd.
from January 2013 to October 2017,up till Paktor Pte. Ltd. mergedwith 17LIVE Inc. He previously held
positions at McKinsey & Company
and Citigroup. He also spent a few
years in luxury retail with Da Vinci Asia
from May 2008 to April 2011, where
he oversaw nationwide operations
for the company’s ﬁne watch andjewellery businesses. In 2019, Mr Phua
was awarded the Generation T List
by Tatler to recognise him as one ofAsia’s 300 most promising young
leaders.
Academic and Professional
Qualiﬁcations• Bachelor of Science, New York
University Stern School of Business• Master of Business Administration,
the University of Chicago Booth
School of Business
Present Directorships/Principal
Commitments• Turn Capital Pte. Ltd.
• SoundOn Inc.
Past Directorships or
Chairmanship in Listed
Companies & Major Appointments
held over the preceding 3 years
NIL

17LIVE Group Limited - Annual Report 2023

2

2

Mr. Tan Hup Foi
Lead Independent Director

Year Appointed
2022
Age
73
Role description/Experience:
Mr Tan Hup Foi (꣥ざ抠) (“Mr Tan”), wasappointed as Independent Directorof 17LIVE Group Limited on 6 January
2022. He is the Chairman of the
Audit Committee and a member of
the Nominating and Remuneration
Committees.

3
Public Service Star (Bintang Bakti
Masyarakat) in 2008 by the Presidentof the Republic of Singapore. He also
served in various capacities suchas board member of the Instituteof Technical Education Board ofGovernors, Chairman of the Ngee Ann
Polytechnic Council, Chairman of theIndustrial and Services Co-operative
Society Limited and a member of the
NTUC-U Care Fund Board of Trustees.
Mr Tan was also a Colombo Planscholar. He holds a Master of Science(Industrial Engineering) from the
National University of Singapore and a
Bachelor of Engineering (Hons) fromMonash University.

He has served as the Non-Executive
Chairman of Caring Fleet Services
Limited as well as Orita Sinclair
School of Design and Music Pte.
Ltd., a private education institution,
since January 2010 and July 2011,
respectively.

Academic and Professional
Qualiﬁcations• Bachelor of Engineering (Hons),
Monash University• Master of Science (Industrial
Engineering), the National
University of Singapore

Mr Tan has over 30 years of experiencein the transportation industry andwas previously, among others, theCEO of Trans-Island Bus Services Ltd.
(now known as SMRT Buses Ltd.)
from December 2001 to October 2005
and the Deputy President of SMRT
Corporation Ltd. from March 2003 to
October 2005. Mr Tan has also served
as an Independent Director of CSC
Holdings Limited, Credit Bureau Asia
Limited and VTAC, since April 2006,
November 2020 and January 2022
respectively. Mr Tan was awarded
the Public Service Medal (Pingat
Bakti Masyarakat) in 1996 and the

Present Directorships/Principal
Commitments• Caring Fleet Services Limited• Credit Bureau Asia Limited• CSC Holdings Limited• Orita Sinclair School of Design andMusic Pte. Ltd.
Past Directorships or
Chairmanship in Listed
Companies & Major Appointments
held over the preceding 3 years
NIL

3

Mr. Akio Tanaka
Non-Executive
Non-Independent Director

Year Appointed
2023
Age
54
Role description/Experience:
Mr Akio Tanaka (歊⚥畎꧆)(“Mr Tanaka”), has served as 17LIVE
Inc.’s Director since March 2017.
Mr Tanaka invests and co-founds
early-stage ventures in Asia,
specialising in internet companies.
Mr Tanaka was formerly the Directorof Emerging Market Investments andCorporate Development for Adobe
Systems Inc. and was responsible
for the company’s international
investment programme with a focus
on emerging markets in Asia covering
digital media and entertainment
sectors.
Mr Tanaka has been the Co-Founderand Managing Partner of Headline
Asia (formerly known as Inﬁnity
Venture Partners LLP) since 2008.
Academic and Professional
Qualiﬁcations• Bachelor of Arts, Urban Geography,
The University of British Columbia,
Canada• Master of Arts, Urban Geography,
The University of British Columbia,
CanadaPresent Directorships/Principal

013

Virtual Realities, Human Connections

Board ofDirectors

4
Commitments• LaunchPadFund 2 K.K.
• IVC II G.P.
• Headline Asia V (GP), Ltd.
• LaunchPadFund K.K.
• INFINITY VENTURES CRYPTO, G.P.
• Yeahka Ltd.
• Inﬁnity Ventures IV (GP), Ltd.
• Inﬁnity e.ventures Asia III (GP), Ltd.
• IVP Fund II B (GP), Ltd.
• IVP Fund II A (GP), Ltd.
Past Directorships or
Chairmanship in Listed
Companies & Major Appointments
held over the preceding 3 years
NIL

4

Dr. Steve Lai Mun Fook
Independent Non-Executive
Director

Year Appointed
2022
Age
72
Role description/Experience:
Dr Steve Lai Mun Fook (饆俒犷)(“Dr Lai”), has served as 17LIVE Group
Limited’s Director since 6 January
2022. He also serves as Chairman of
the Nominating and Remuneration
Committees and is a member of the
Audit Committee.
Dr Lai was the Chief Executive Ofﬁcerof PSB Academy Pte. Ltd. from
November 2007 to August 2012, andwas previously the Deputy Chief

014

Executive Ofﬁcer of TUV SUD PSB
Corporation and PSB Corporation Pte.
Ltd. from April 2006 to March 2007
and from April 2001 to March 2006,
respectively. He was also the General
Manager (Standards & Technology) of
Singapore Productivity & Standards
Board from April 1996 to March 1998.
For his contributions to eco-labelling
and the environmental movement,
Dr Lai was given the Singapore
Ministry of the Environment’s Green
Leaf Award (Individual), and he also
received the Silver Public Service
Award in 1997.
Academic and Professional
Qualiﬁcations• Bachelor of Science (Honours)
in Industrial Chemistry,
Loughborough University,
United Kingdom• PhD, Loughborough University,
United Kingdom
Present Directorships/Principal
Commitments• Intraco Limited• Yongmao Holdings Limited• 3dsense Media School Pte. Ltd.
• Singapore Institute of Power & Gas
Pte. Ltd.
Past Directorships or
Chairmanship in Listed
Companies & Major Appointments
held over the preceding 3 years
NIL

17LIVE Group Limited - Annual Report 2023

55Mr. Hideto Mizuno
Independent Non-Executive
Director

Year Appointed
2023
Age
50
Role description/Experience:
Mr Hideto Mizuno (宐ꅿ薉➃)(“Mr Mizuno”), has served as 17LIVE
Group Limited’s Director and amember of the Nominating andRemuneration Committees since2023.
Mr Mizuno has served as an
Independent Non-Executive Directorof AEON Stores (Hong Kong) Co.,
Limited, Kowloon Hong Kong sinceAugust 2018 and has served as theVice Chairman of Mizuno Sports
Promotion Foundation, a non-proﬁtorganisation, since July 2016. He has
also served as a Director of Waterﬁeld
KK and Well-pedia KK since April 2018
and September 2020, respectively.
Mr Mizuno currently serves as abusiness consultant at Dr Martens
Airwair Japan Ltd. and NAKED, Inc.
Prior to that, Mr. Mizuno served as the
Highway & Concession Division Zone
Director of Compass Group Japan
Co., Ltd.
From June 2017 to February 2018,he served as the Wholesale Directorof Timberland brand of VF Japan
Corporation. From June 2008 to June
2016, he served as the Director of
Mizuno Corporation, where he led
the U.S. branch’s corporate planning,
national chain sales, new businessand global brand development.
Academic and Professional

6
Qualiﬁcations• Bachelor of Arts in Economics, Keio
University• Bachelor of Arts (Chemistry),
Carthage College• Master of Business Architect and IT
Management, Kanazawa Instituteof Technology
Present Directorships/Principal
Commitments• AEON Stores (Hong Kong)
Co., Limited, Kowloon Hong Kong
• Well-pedia KK
Past Directorships or
Chairmanship in Listed
Companies & Major Appointments
held over the preceding 3 years
NIL

6

Ms. Chen Xiuling
Independent Non-Executive
Director

Year Appointed
2023
Age
41
Role description/Experience:
Ms Chen Xiuling (꣥猖梤) (“Ms Chen”),
has served as 17LIVE Group Limited’s
Director and a member of theNominating and Audit Committees
since 2023.

was the Head of Internal Audit
at Neil Professional Services Pte.
Ltd. from September 2019 to June
2021. From July 2013 to April 2017,
Ms Chen served as Audit Manager
at PricewaterhouseCoopers LLP,
Singapore.
Academic and Professional
Qualiﬁcations• Bachelor of Science in Accounting
and Finance, the University of
London in association with The
London School of Economics
and Political Science, conducted
through the Singapore Institute ofManagement• Member of the Institute of Internal
Auditors Singapore since October2019• Member of the Institute ofSingapore Chartered Accountants
since October 2015
• ASEAN Chartered Professional
Accountants Coordinating
Committee (ACPACC) ASEAN
Chartered Professional Accountant
since May 2018
Present Directorships/Principal
Commitments• DW Capital Holdings Pte. Ltd.
• Neil Professional Services Pte. Ltd.
Past Directorships or
Chairmanship in Listed
Companies & Major Appointments
held over the preceding 3 years
NIL

Ms Chen is serving as the nominee
director of nine companies. She hasserved as the CFO of DW Capital
Holdings Pte. Ltd. since July 2021,
where she leads and manages
13X Single Family Ofﬁce. Ms Chen015

Virtual Realities, Human Connections

Management
Team

1

2

016

3

17LIVE Group Limited - Annual Report 2023

1

2

3

Please see biography under boardof directors.

Year Appointed
2023

Year Appointed
2023

Age
39

Age
37

Role description/Experience
Mr Ng Jing Shen (゠⸢敞) (“Mr Ng”),
is the Co-Founder of 17LIVE Inc. andits subsidiaries and has served as
CTO since August 2022.

Role description/Experience
Mr Kenta Masuda (和歊⨴㣖)(“Mr Masuda”), joined 17LIVE in
September 2021 and has served as
17LIVE Inc.’s CFO since March 2023.

He was previously 17LIVE Inc.’s
Chief Operating Ofﬁcer from
August 2019 to August 2022.

Prior to joining 17LIVE, he served as
the Director of Financial Reporting
and Consolidation, Controller, ofWalmart, a U.S. multinational retail
corporation, and subsequently
served as its Senior Director of
Financial Planning and Analysis(FP&A) and Treasury from 2017 to2021.

Mr. Phua Jiexian, Joseph
Executive Chairman and CEO

Mr. Ng Jing Shen
Chief Technology Ofﬁcer

Mr Ng co-founded Paktor Pte.
Ltd. (“Paktor”), a dating and social
networking platform which mergedwith 17 Media to form 17LIVE Inc.
(known as M17 Entertainment
Limited) in 2017 and was
subsequently sold by 17LIVE Inc.
in 2020. He served as Paktor’s CEO
from November 2017 to August
2019 and CTO from August 2013 toAugust 2019. Prior to that, Mr Ng
founded Restless, a platform forusers to browse, search and book
activities online in Singapore in
February 2012. From October 2009
to December 2011, Mr Ng was asoftware engineer at Amazon.com
Inc., where he was part of the teamthat re-architected the backboneof Amazon’s ﬁrst cloud computing
service.

Mr. Kenta Masuda
Chief Financial Ofﬁcer

Mr Masuda is a certiﬁed public
accountant in Japan.
Academic and Professional
Qualiﬁcations• Bachelor of Economics, Doshisha
University

Academic and Professional
Qualiﬁcations• Bachelor of Science inEngineering (Computer Science),
University of Michigan

017

Virtual Realities, Human Connections

ENHANCING
CORE
CAPABILITIESLeveraging our core live streaming business to drive
growth across V-Liver, live commerce and in-app
games

018

17LIVE Group Limited - Annual Report 2023

019

Virtual Realities, Human Connections

Operations
Review

In 2023, 17LIVE pivoted its strategy
to focus on higher margin revenue
for proﬁtable organic growth andgrowth via acquisitions which
culminated in a listing on the
Singapore Exchange. Underpinnedby an industry-wide normalisationof the entertainment industry off
the back of pandemic recovery,
this focus was essential to optimise
17LIVE’s operations and growthtrajectory for the years ahead.
2023 was in a sense, a new era
for consumer behaviours. Habits
moulded by the pandemic has
reshaped how target audiences
consume entertainment. Namely,
entertainment and online social
interactions have shifted to belargely mobile driven and remains
to be highly personalised. Online
communities, fandoms and idol
culture have ﬂourished and willremain prevalent for years to come.
In addition, the creator economy
has matured signiﬁcantly, driving
recognition of monetisation models
and shaping the rise of alternative
virtual idols as well.
Widespread digitisation
across Asia has boosted theinfrastructure for live streaming
and played a signiﬁcant role020

in priming Southeast Asia as aregion for growth in live stream
entertainment and live commerce.
This positions 17LIVE favourably to
execute on the growth drivers of
V-Liver, Live Commerce and Games.
Already the top live streaming
platform in Taiwan and Japan,
17LIVE aims to be the leadingpure-play live streaming platform
in Asia by empowering humanconnections. This is driven by the
belief that life takes place in realtime and the commitment tobuilding a safe ecosystem whereusers can be their most authentic
selves whilst striving to achieve
their dreams.
Since outlining its growth drivers,
the Group has made considerable
progress on the execution of its
business strategies.
2023 saw the large-scale
resumption of the Group’s ﬂagshipofﬂine events in Japan. These ofﬂine
events are key to 17LIVE’s missionof fostering communities whilst
empowering human connections.
The events are a culminationof the streamers’ efforts for theGroup’s competition series and is
the pinnacle ﬁnale event where

17LIVE Group Limited - Annual Report 2023

streamers compete for top prizes
and global ranking.
Throughout the year, the Grouphas delivered on a variety ofevent formats across numerous
geographies, from music festivals in
Roppongi, Tokyo to themed parties
in Okinawa and the inauguralofﬂine event in Singapore.
To fortify its infrastructure andoptimise the Group’s tech stackfor enhanced user experience andcost optimisation, 17LIVE rolled out
integrations such as folding Live2D
functions into the broadcasting
functionality which has resulted ina signiﬁcant rise in organic trafﬁcfor V-Liver. In addition, integrated
VRM3D and hand gesturerecognition functions to further
enhance broadcasting functions forcreating an immersive experience
for users with V-Livers was rolled
out to enhance the platform’s
capabilities for a more immersive
user experience.
Paving the way for 17LIVE’s in-app
game strategy, the Group launched
17 GoKart as the platform’s ﬁrst
interactive in-stream game feature.
In addition, 2023 also saw strategic
partnerships with gaming giants
Nintendo and Capcom whichallowed for the monetisation of
selected IP.
Capitalising on the potential of
V-Livers across Asia, the Groupsaw the successful launch of two
proprietary IP groups – BUSHILIVE
and GanGun Girls. To support
the V-Liver business and growthstrategy, 17LIVE established
NexuStellar, a V-Liver management
production company to further
provide end-to-end management
for this growing portion of thebusiness.
2023 was a year of adjustments
for 17LIVE, the company laid thefoundations for their growth drivers,
postering the company to be agileand dynamic to capture market
share across Southeast Asia in theyears ahead.

021

Virtual Realities, Human Connections

Signiﬁcant
EventsMarch
Return of Flagship Ofﬂine Events

JanuaryOfﬂine grand ﬁnale of a seriesof Sengoku-themed gamiﬁed
contests in Tokyo, which wasattended by more than 60
live streamers and the top ten
spenders. This series attracted
approximately 20,000 spenders.

17LIVE ranked amongst the top 10
in global consumer spending in thesocial media category according
to Data.ai’s 2023 Mobile Market
Report1.

February
Global Charity Concert for Turkey& Syria
17LIVE organised a global charity
concert and public awarenesscampaign to fundraise for Turkey
and Syria. Funds raised were
donated through the World Vision
to assist in the reconstruction
efforts in the disaster-stricken areas.

Global Sakura Party in Tokyo: a
global event which saw streamersfrom all over the world compete
against each other to determine
who would be the top streamer inthe world.

Management Update
Alex Lien was appointed Group
Chief Executive Ofﬁcer.
Kenta Masuda was appointedGroup Chief Financial Ofﬁcer.

1

Global/Asia-Paciﬁc/Middle East regions:secured the 10th position globally,
the third position in the Hong Kong
region, the fourth position in Japanand Taiwan, and the third position in
Turkey.

022

17LIVE Group Limited - Annual Report 2023

April

May

June

Tech Integrations and Launches

Licensing Agreement withCAPCOM

Mirai Stage Event in Ikebukuro

Integration of Live2D functions
into the broadcasting functionality,
which allows users to use theirsmartphones to upload an avatar
and conduct virtual streaming.
Since the integration, 17LIVE’sorganic trafﬁc of V-Liver monthly
active streamers (MAS) has grownsigniﬁcantly.

Entered into a strategic partnership
via a comprehensive licensing
agreement with CAPCOM regarding
its copyrighted works effective 22
May 2023. 17LIVE can now distributeand monetise on Capcom’s works
on the 17LIVE platform.

This event was an ofﬂine V-Liverconcert in Ikebukuro, Tokyo whichshowcased a fusion performanceof virtual and real (human) Liver.
This special collaboration stage wasmade possible through the use of
the latest streaming technology.

Q2 Ofﬂine Streamer Events
Launch of the inaugural “LIVERFESTIVAL 2023” in Roppongi Hills
Arena. The festival style ofﬂine event
played host to 20 Japanese Liver
performers from the Music, Dance,
MC and Creator categories. The
event attracted 1,000 spenders.

Launching Interactive In-stream
Game 17GoKart
Integration of MeMe Live into
17LIVE to achieve greater synergy
between the two live streaming
businesses.
Launched 17LIVE’s ﬁrst interactive
in-stream game feature named “17GoKart”, paving the way for 17LIVE’s
in-app game strategy.

Launch of “PREMIUM GLOBALPARTY IN OKINAWA Resort” at the
Ryukyu Hotel & Resort Meijo Beachin Naha City, Okinawa. This event
was the ﬁrst ofﬂine event organisedin Okinawa, it played host to over64 global livers.

023

Virtual Realities, Human Connections

Signiﬁcant
EventsLIVER EXPO in Taiwan
17LIVE launched a two-day 17LIVER
Expo, an event in Taiwan featuringofﬂine performances by live
streamers, V-Livers and local pop
stars across the region.
17LIVE collaborated with local
brands, such as Taihu Brewing,
and invited local politicians suchas former mayor of Taipei, Ko
Wen-Je (叕俒ㆹ), to participate in
the 17LIVER Expo. The 17LIVER
Expo attracted approximately
37,500 participants and generated
publicity for 17LIVE, further
solidifying 17LIVE as a leader in the
Taiwanese market.

024

IVS 2023 Kyoto and the First
Virtual IP “BUSHILIVE”
17LIVE exhibited for the ﬁrst time at“IVS2023 KYOTO,” one of the largest
startup conferences in Japan topromote 17LIVE’s V-Livers as a
growth driver for the business.
17LIVE launched its ﬁrst V-Liverproprietary IPs under the name
BUSHILIVE.

17LIVE Group Limited - Annual Report 2023

July

August17Shop Launch

Tech Integrations

Launched 17Shop which enables
17LIVE to operate its live commercebusiness as a marketplace. Bothlive streamers and V-Livers can sell
their branded goods on 17Shop,
providing synergy to both the livecommerce and V-Liver businesses.

Integrated VRM3D and hand
gesture recognition functions on
the platform to further enhancebroadcasting functions to create
an immersive experience for users
with V-Livers.

Gain Top Publisher Awards 2023
by Data.ai
17LIVE ranked as Taiwan’s mostprestigious social media platform
according to “Top Publisher Awards
2023” by Data.ai. In addition, in
terms of rankings for user spendingin Taiwan, 17LIVE secured the fourth
position, the sole social media
platform within the top ten.

Nintendo Licensing Agreement
Entered into a comprehensive
licensing agreement with Nintendo,
enabling streamers to live-stream
and monetise Nintendo’s games via
live streaming on the platform.

AI-Virtual Streamer Launch
17LIVE unveiled the ﬁrst AI virtual
Streamer, 楑楑, at the Google Cloud
Summit in Taiwan. 楑楑is designed
to function as an astrologicalfortune teller, offering varied
emotional responses based on user
engagement levels and inquiries
within the live broadcast space.

SeptemberTokyo Game Show
17LIVE exhibited for the ﬁrst time atTokyo Game Show 2023.
TGS 2023 is one of the largest video
game events in the world and has
been held since 1996. The event
also marked the 5th anniversary of
17LIVE’s V-Livers.

025

Virtual Realities, Human Connections

Signiﬁcant
Events

OctoberNovemberInazuma Rock 2023

Inaugural Ofﬂine Event in
Singapore

17LIVE exclusively distributed“Inazuma Rock Fest 2023 Backstage
Interview” at Inazuma Rock Fest
2023, hosted by artist Takanori
Nishikawa from 7-9 October 2023.
Over 30 popular artists took part in
the event.
HandsUp Cross-border
E-commerce
HandsUp collaborated with
Branshes, a Japanese children’s
clothing brand, with over 90 storesin Japan for a week-long crossborder online live streaming sales
event. The Gross Merchandise
Volume (GMV) generated wasequivalent to the daily revenueof all of Branshes’ physical storescombined.

17LIVE hosted the inaugural
Singapore ofﬂine event at the Ritz
Carlton. The event was attended
by 50 Livers from Japan, Taiwan,
Hong Kong and South Asia.
Attendees were shortlisted from aqualifying round which saw over
4000 entries. The Livers competed
for SG$100,000 worth of prizes at aﬁnale event in Singapore.

Asia Lan Party in Taiwan
Participated in Asia’s largest esports
festival, WirForce 2023 Lan Party in
Taiwan.

026

17LIVE Group Limited - Annual Report 2023

December
Liver Expo in Tokyo
17LIVE held the largest live stream
festival in Akihabara, Tokyo on
2 December 2023. The agenda
consisted of performances from20 streamers, specialised booths,
17LIVE special live streaming
programmes, a gaming stage
showcasing Street Fighter 6 andlive commerce. The event saw
celebrity attendees such as Yuya
Tegoshi, Real Akiba Boyz, andseveral major voice actors.

Public Listing of 17LIVE
17LIVE listed on the SGX-ST througha successful de-SPAC with VTAC.
17LIVE commenced trading under“17LIVE Group Limited” on the
SGX-ST.

March 2024
mm2 MoU
17LIVE signed a memorandum of
understanding with mm2 Asia, aleading entertainment production
company in Singapore to collaborateon the expansion of entertainment
offerings across Southeast Asia.

January 2024
Launch of Second V-Liver IP
17LIVE launched its second
proprietary V-Liver IP Group“GanGun Girls”

Established NexuStella
Completed the integration of
GIKUTASLiver/G-Starter following
the acquisition of the V-Liverbusiness from Searchﬁeld
Corporation to establish the V-Livermanagement production company“NexuStella”.
Comic Market 103
17LIVE exhibited for the ﬁrst time at
Comic Market 103 held at Tokyo Big
Sight.

Management Update
Co-Founder, Joseph Phua returns
as Executive Chairman and GroupCEO of 17LIVE. Alex Lien appointed as
Senior Advisor, transitioning away asGroup CEO.

027

Virtual Realities, Human Connections

Financial
Highlights

Key takeaways from FY2023
The table below presents the Group’s adjusted ﬁnancials excluding non-operating expenses primarily associatedwith de-SPAC and losses due to non-cash revaluation for the periods indicated:(in US$’000)

FY2023
ActualOperating revenue

278,927

Sharebased
payment–

De-SPAC

Revaluation––

FY2023Adjusted

FY2022
ActualFY2022Adjusted

Variance%Variance

278,927

363,718

363,718(84,791)-23.3%

Operating income

13,750

1,609

–

–

15,35910,124

10,964

4,395

41.3%

EBITDA

18,369

1,609

–

–

19,97815,01615,856

4,122

25.8%

(247,915)

1,609

11,609245,681

10,984(51,017)

5,683

5,301

93.0%

Net income

36.6% increase in operating income of US$13.7 million as compared to US$10.1 million in FY2022• Attributable to effective cost discipline and economies of scale• Heightened focus on returns on investment
26% increase in adjusted EBITDA to US$20.0 million• Impacted by increased operating income
Cash and Cash equivalents at US$102.7 million with no outstanding borrowings• Healthy balance sheet• Improved liquidity to execute on growth drivers

Achieved higher adjusted operating income, EBITDA, and net income with enhanced proﬁtability.
Adjusted operating Income(*1)(in USD million, % of revenue)

Adjusted EBITDA(*2)(in USD million, % of revenue)

Adjusted net Income(*3)(in USD million, % of revenue)

20.0
15.4
11.0

15.9

+25.8%
11.0+41.3%
5.7

FY2022Margin%:
(*1)
(*2)
(*3)

028

3.0%

FY20235.5%

FY2022Margin%:4.4%

FY20237.2%+93%

FY2022Margin%:1.6%

FY2023
3.9%

Adjusted operating income = Operating income + Share-based payment
Adjusted EBITDA = Operating income + Depreciation & Amortisation + Share-based payment
Adjusted net income = Proﬁt/loss for the year + Share-based payment + De-SPAC related expense ± Revaluation gain/loss on
ﬁnancial liabilities

17LIVE Group Limited - Annual Report 2023

SGX listing signiﬁcantly enhanced balance sheet health. Our improved liquidity position allows criticalnavigation in a rapidly evolving market.

Cash and cash equivalents(in USD million)

Current assets(in USD million)

Current liability(in USD million)

125.6

284.6

102.7

69.0

1.8x

2.6x

-75%

39.3

FY202270.1

FY2023

FY2022

FY2023

FY2022

FY2023

Improving margins across all segments, driven by new businesses such as OrderPally, 17LIVE’s live commerce service.
Live streaming segment proﬁt margin

Others segment proﬁt margin(*)

12.1%

7.3%

10.3%

-14.5%FY2022*

FY2023

FY2022

FY2023

Others include live commerce (OrderPally, HandsUp), Wave.

029

Virtual Realities, Human Connections

Financial
Review

1

The Group deﬁnes adjusted EBITDA as
EBITDA net of share-based payment.
EBITDA is deﬁned by the Group as
operating income before depreciation
and amortisation. The Group deﬁnes
adjusted net proﬁt/(loss) as proﬁt/(loss) for the year, excluding theshare-based payment, the de-SPAC
related expenses, and the revaluation(loss)/gain on ﬁnancial liabilities as
they are not expected to recur after
FY2023. The changes in the valuationof the Group’s ﬁnancial liabilities in its
ﬁnancial statements were primarily
attributable to changes in valuationof its preference shares, which was
calculated using the market approach.
Presentation of adjusted net income/loss, EBITDA and adjusted EBITDA
may not be comparable to similarly
titled measures presented by othercompanies.

Financial Performance
The Group reported operating
revenue of US$278.9 million
for the twelve months ended
31 December 2023 (FY2023)
compared to US$363.7 million
in the twelve months ended 31
December 2022 (FY2022) as theGroup transitioned towards a newphase of growth, with a greater
focus on higher margin revenues
and returns on investment.
FY2023 gross proﬁt was US$114.9
million and gross proﬁt margins
improved to 41.2% from 34.7% in
FY2022 as the Group continued
its strategic shift to focus on
proﬁtability by targeting higher
margin revenues. FY2023 grossmargin expansion was also
largely driven by the increasing
contribution from the Group’s
high-margin in-app game revenue.
Group operating income increased
by 36.6% to US$13.8 million
from US$10.1 million in FY2022,
attributable to effective costdiscipline and economies of scale,as well as the Group’s heightened
focus on returns on investment
notwithstanding lower FY2023
revenue.

030

Net loss was US$247.9 million,
weighed down by non-operating
expenses of US$258.7 million due
mainly to non-cash revaluation
loss on the ﬁnancial liabilities atfair value through proﬁt or loss
(comprising preference shares andwarrants) and one-off de-SPAC
related expenses.
Excluding the net effects of oneoffs, FY2023 adjusted operating
income increased by 41.3%
year-on-year (yoy) to US$15.4
million, FY2023 adjusted EBITDA1
increased 25.8% yoy to US$20.0
million and adjusted net proﬁt
increased 93.0% yoy to US$11.0
million.
Segmental Income Streams
FY2023 revenue from Real Liverlive streaming and V-Liver live
streaming was US$265.8 million
and US$5.0 million respectively
whilst revenue from others, which
included live commerce and othernew businesses, was US$8.1 million,
an increase of 34.7% from the
US$6.0 million a year ago, reﬂecting
the success of the Group’s newrevenue streams in live commerceand voice only live streaming.

17LIVE Group Limited - Annual Report 2023

The Group’s e-commerce offering
OrderPally showed strong
performance last year with almosta doubling of annualised grossmerchandise value (GMV), turning
in a solid segmental proﬁt for theGroup in FY2023.
Segmental proﬁts from live
streaming and others wereUS$32.8 million and US$0.6
million, respectively, reﬂecting
corresponding healthy margins of
12.1% and 7.3% for FY2023.
Earnings Per ShareThe Group’s earnings per share wasa negative US$6.14 in FY2023.
Expenditure
Operating expenses declined 12.8%
to US$101.2 million from US$116.0
million in FY2022, reﬂecting theGroup’s continued focus on cost
containment and enhancing
operating efﬁciencies througheconomies of scale.
Including the expenses related to
the Group’s initial public offering(“IPO” or “de-SPAC”) amounting to
US$11.6 million as well as its noncash revaluation loss on ﬁnancial
liabilities amounting to US$245.7

million, the Group recorded nonoperating expenses of US$258.7
million compared to US$53.0
million in FY2022.

US$125.6 million largely due tothe increase in cash and cash
equivalents from the de-SPAC IPO
proceeds.

IPO related expenses and therevaluation loss on the ﬁnancial
liabilities at fair value through proﬁt
or loss (comprising preference
shares and warrants) have been
largely accounted for in FY2023
and all future recurrences are notexpected to be signiﬁcant going
forward.

The Group continues todemonstrate strengthened
capability in net cash ﬂows
from operating activities as
demonstrated by a positive cash
ﬂow from operations of US$12.6
million in FY2023. Net cash ﬂows
from operating activities was apositive US$3.3 million comparedto the US$10.5 million used inoperating activities in FY2022.

Financial Position
As at 31 December 2023, theGroup’s balance sheet remains
strong with no borrowings andcash and cash equivalents of
US$102.7 million, positioning theGroup to pursue both organicand inorganic growth throughacquisitions.
Total assets increased by US$60.7
million to US$164.1 million. Noncurrent assets increased by US$4.2
million to US$38.6 million mainly
due to an increase in right-of-use
assets.
Current assets of the Group
increased by US$56.6 million to

Net cash ﬂows used in investing
activities was US$2.5 million,
US$1.7 million higher than the lastcorresponding period mainly due
to ofﬁce relocations in Japan andTaiwan.
Net cash ﬂows from ﬁnancing
activities was a positive US$61.9
million, compared to US$4.2 million
used in ﬁnancing activities in theprevious year due principally to theproceeds received from the deSPAC IPO business combination,
net of issuance cost.
Free cash ﬂow for the year was aninﬂow of US$2.0 million comparedto the outﬂow of US$11.4 million in
FY2022.
Equity attributable to owners of
the Company was US$90.6 million,
an increase of US$273.8 million
from FY2022, mainly because of
an increase in share capital andshare premium as a result of theconversion of preference shares.

031

Virtual Realities, Human Connections

032

17LIVE Group Limited - Annual Report 2023

EXTENDINGOUR GLOBALPRESENCE
Armed with a healthy war chest, 17LIVE is well positioned to
execute on its growth strategy for global expansion throughbuilding on the Group’s core live streaming offering andexpanding live commerce and V-Liver capabilities.

033

Virtual Realities, Human Connections

Corporate
Information

BOARD OF DIRECTORS
Phua Jiexian, Joseph
Executive Chairman andGroup CEOTan Hup Foi
Lead Independent Director
Akio Tanaka
Non-Executive
Non-Independent Director
Steve Lai Mun Fook
Independent Non-Executive
Director
Hideto Mizuno
Independent Non-Executive
Director
Chen Xiuling
Independent Non-Executive
Director

AUDIT COMMITTEE
Tan Hup Foi (Chairman)
Steve Lai Mun Fook
Chen Xiuling

NOMINATING COMMITTEESteve Lai Mun Fook (Chairman)
Tan Hup Foi
Hideto Mizuno
Chen Xiuling

REMUNERATION COMMITTEESteve Lai Mun Fook (Chairman)
Tan Hup Foi
Hideto Mizuno

COMPANY SECRETARY
Eunice Hooi Lai FannREGISTERED OFFICE
P.O. Box 309 Ugland House
Grand Cayman KY1-1104
Cayman Islands

SHARE REGISTRAR
Boardroom Corporate& Advisory Services Ptd. Ltd.
1 Harbourfront Avenue#14-07
Keppel Bay Tower
Singapore 098632

AUDITOR
Ernst & Young LLP
One Raffles Quay
Level 18 North Tower
Singapore 048583
Partner-in-charge: Sharon Peh(Appointed since financial year
ended 31 December 2023)

INVESTOR RELATIONSE Space Tower
12th Floor
3-6 Maruyamacho, Shibuya City,
Tokyo 150-0044, Japan

CONTACT POINTSJapan
17LIVE Headquarters
E Space Tower
12th Floor
3-6 Maruyamacho,
Shibuya City, Tokyo
150-0044, Japan
TaiwanNo. 168, Section 3,
Nanjing E Road
Zhongshan District, Taipei City,
Taiwan 10491
Hong Kong28, 909 Cheung Sha Wan Road,
Cheung Sha Wan, Hong KongUSA
9854 National Blvd #1262
Los Angeles CA 90034
USA

034

17LIVE Group Limited - Annual Report 2023

Corporate GovernanceVertex Technology Acquisition Corporation Ltd (“VTAC”) was a special purpose acquisition company (“SPAC”)
incorporated to consummate an initial acquisition of an operating business or assets under Rule 210(11)(m)(iii)of the Listing Manual of the Singapore Exchange Securities Trading Limited (“SGX-ST Listing Manual”) forthe purpose of effecting an initial business combination. The Company was listed on the Main Board of theSingapore Exchange Securities Trading Limited (“SGX-ST”) on 7 March 2022.
On 23 October 2023, VTAC announced that it has entered into a Sale and Purchase Agreement with 17Live
Holding Limited and certain other parties set forth in the Circular to Shareholders dated 9 November 2023 inrelation to a proposed business combination between VTAC and 17LIVE Inc. by way of acquisition by VTAC ofthe entire issued and paid-up share capital of 17LIVE Inc. (the “Business Combination”).
VTAC had on 1 December 2023 received shareholders’ approval for the Business Combination with 17LIVE Inc.
that resulted in 17LIVE Group Limited being listed on the SGX-ST with effect from 8 December 2023. VTAC,
Singapore’s first SPAC, successfully completed the Proposed Business Combination and was renamed 17LIVE
Group Limited (the “Company” or “17LIVE”) on 7 December 2023, after trading hours (the “Completion Dateof the Business Combination”).
The Company is committed to maintaining high standards of corporate governance through transparency
and effective disclosures.
This report sets out the Company’s corporate governance practices for the financial year ended 31 December
2023, with specific reference to the Code of Corporate Governance 2018 issued by the Monetary Authority ofSingapore on 6 August 2018 (the “CG Code”). The Board is pleased to inform that the Company is substantiallyin compliance with the principles and provisions of the CG and reasons for any deviation are explained below.
BOARD MATTERS
Principle 1:

The Board’s Conduct of Affairs
Prior to the Completion Date of the Business Combination, the Board of VTAC was primarily
responsible to find the appropriate initial business combination to occur with one or moretarget businesses at the forefront of technology transformation and together have an
aggregate fair market value of at least 80% of the value of assets held in the Company’s Escrow
Account defined in the Company’s prospectus dated 13 January 2022 (the “Prospectus”) (the“Escrow Account”) (excluding the deferred underwriting commissions and taxes payable on
the interest earned on the Escrow Account) upon signing a definite agreement in connection
with the initial business combination.
With effect from the Completion Date of the Business Combination, the Board of 17LIVE sets
the strategic direction of the Company and its subsidiaries (the “Group”) and is primarily
responsible for the protection and enhancement of long-term shareholder value and returns.
The Board also sets the tone for the Group in respect of ethics, values and organisational
culture. The Board, supported by Management, establishes and maintains a sound risk
management framework to effectively monitor and manage key risks and ensures necessary
resources are in place to meet the Group’s strategic objectives. It also oversees Management
to ensure transparency and accountability to key stakeholder groups.
Board Approval
In addition to its statutory responsibilities, matters which specifically require the Board’s
approval are:(a)appointments/re-appointments of the Board of Directors, taking into consideration
succession planning;(b)

corporate strategies and business plans;(c)annual budgets, major funding proposal and investment or divestment plans;(d)material acquisition and disposal of assets;(e)

the Group’s financial results announcements(f)adequacy of internal controls, risk management, financial reporting and compliance;(g)

the assumption of corporate governance responsibilities;(h)shares issuances, dividends and any other returns to shareholders; and(i)matters involving a conflict of interest or the Directors and substantial shareholders.

035Virtual Realities, Human Connections

Corporate Governance
Board and Board Committees
The Board has delegated to Management the authority to approve transactions in the ordinary
course of business within a set of approval matrix. Transactions falling outside this set of
approval matrix would then be approved by the Board.
The Board discharges its responsibilities either directly or indirectly through various committees
comprising members of the Board. Following the Business Combination, the Board has
established three committees: (i) Audit Committee (“AC”); (ii) Nominating Committee (“NC”);
and (iii) Remuneration Committee (“RC”), each of which operates under delegated authority
from the Board, to assist the Board in discharging its oversight function. The duties, authorities
and accountabilities of each Board Committee are set out in their respective terms of reference.
The various Board Committees report their activities regularly to the Board. The effectivenessof each Board Committee is also constantly monitored to ensure their continued relevance.
Further information on the roles and responsibilities as well as a summary of the activities ofeach of the AC, NC and RC are set out in this Corporate Governance Report.
As at the date of this report, the Board and the various Board Committees comprise thefollowing members:

Name

Date ofAppointment

Board

Audit
Committee

Nominating Remuneration
Committee
Committee

Phua Jiexian,
Joseph7 December
2023

Executive
Chairman*–––

Akio Tanaka

7 December
2023

Non-Executive
NonIndependent
Director–––

Tan Hup Foi

6 January 2022

Lead
Independent
Director

ChairmanMemberMemberSteve Lai Mun 6 January 2022 Independent
Fook
Director

MemberChairman

Chairman

Hideo Mizuno

7 December
2023

Independent
Director–

MemberMemberChen Xiuling

7 December
2023

Independent
Director

MemberMember–

Note:*

Redesignated from Non-Executive Chairman to Executive Chairman with effect from 26 January 2024.

Board Meetings
The Company is not required to release unaudited financial statements on a quarterly basis
pursuant to SGX-ST Listing Rule 705(2). Notwithstanding this, prior to the Completion Dateof the Business Combination, the Board still met on a quarterly basis to review and approve
the release of the quarterly update of cash utilisation and milestones in securing an initialbusiness combination. The Board would continue to conduct regular scheduled meetings
on a quarterly basis to review and approve the information to be released, as well as receive
other updates on the business activities of the Group. In addition to the quarterly scheduled
meetings, ad-hoc meetings may also be convened as and when warranted by matters requiring
the Board’s attention. If necessary, Board meetings may be conducted by way of telephoneor video conferencing as permitted under the Company’s Memorandum and Articles of
Association (“M&AA”).

036

17LIVE Group Limited - Annual Report 2023

Before Business Combination:
The Directors’ attendance at Board, Board Committees and general meetings during thefinancial year ended 31 December 2023 is set out in the following table.
Board Meeting

AC Meeting

NC Meeting

RC Meeting

General Meeting

Number of Meetings prior to Business Combination
Name

Held

Attended

Held

Attended

Held

Attended

Held

Attended

Held

Attended

(1)

4

4

5

4*

–

–

–

–

2

2

Jiang Honghui(1)

4

4

5

5*

–

–

–

–

2

2

Tan Hup Foi

4

4

5

5

1

1

1

1

2

2

Low Seow Juan(2)

4

4

5

5

1

1

1

1

2

2

Steve Lai Mun Fook

4

4

5

4

1

1

–

–

2

2

Anupama Sawhney(3)

4

4

5

5*

1

1

1

1

2

2

Chua Kee Lock

Notes:*

Attended via invitation.

(1)

Resigned as a Director with effect from 7 December 2023.

(2) Resigned as a Director and relinquished his positions as Chairman of the RC, member of the AC and NC with effectfrom 7 December 2023.
(3) Resigned as a Director and relinquished her positions as member of the NC and RC with effect from 7 December 2023.

After Business Combination:
Subsequent to the financial year ended 31 December 2023, the new Board of 17LIVE convened
the following meetings and the attendance record up to the date of this report is as follows:
Board Meeting

AC Meeting

NC Meeting

RC Meeting

Number of Meetings
Name

Held

Attended

Held

Attended

Held

Attended

Held

AttendedPhua Jiexian, Joseph(1)

3

3

3

1*

–

–

–

–

Lien Chien-Lin

3

3

3

1*

–

–

–

–

3

3

3

1*

–

–

–

–

3

3

3

2

–

–

3

3

3

3

3

2

1

1

3

3

3

3

3

1*

1

1

3

3

3

3

3

2

1

1

–

–

Akio Tanaka(3)

Tan Hup Foi

(4)

(2)

Steve Lai Mun Fook
Hideto Mizuno
Chen Xiuling

(5)

(6)

(7)

Notes:*

Attended via invitation.

(1)

Appointed as Non-Executive Director and Chairman with effect from 7 December 2023. Mr. Phua was redesignated as
Executive Chairman with effect from 26 January 2024.

(2) Appointed as an Executive Director and Chief Executive Officer with effect from 7 December 2023. Mr. Lien resigned
as Executive Director and Chief Executive Officer with effect from 26 January 2024.
(3) Appointed as a Non-Executive Non-Independent Director with effect from 7 December 2023.
(4) Relinquished his position as member of the NC with effect from 7 December 2023. Mr. Tan was appointed as (i) the Lead
Independent director subsequent to financial year end, i.e. on 26 January 2024; and (ii) a member of the NC subsequent
to financial year end, i.e. on 28 February 2024.
(5) Redesignated as Chairman of the RC with effect from 7 December 2023.
(6) Appointed as an Independent Director and member of the NC and RC with effect from 7 December 2023.
(7) Appointed as an Independent Director and member of the AC and NC with effect from 7 December 2023.

037

Virtual Realities, Human Connections

Corporate GovernanceDirectors’ Induction, Training and Development
A formal letter of appointment, which sets out the Director’s duties and obligations under
the relevant laws and regulations governing the Company, is provided to each Director upon
appointment. The Company also has in place an orientation programme to brief new Directors
on the Company’s strategic directions, risk management policies and governance practices.
For newly appointed Directors who do not have prior experience as a director of a public
listed company in Singapore, they will attend the mandatory training courses organised by
the Singapore Institute of Directors (“SID”) as prescribed by SGX-ST by the end of the firstyear of the Completion Date of the Business Combination. Ms. Chen Xiuling has attended the
mandatory training courses which included the mandatory one-time sustainability training
required for first time directors subsequent to financial year end. The following Directors,
namely, Mr. Phua Jiexian, Joseph, Mr. Akio Tanaka and Mr. Mizuno Hideto have yet to complete
the mandatory training courses as prescribed by SGX-ST and would do so before the end of
the first year of the Completion Date of the Business Combination. The remaining Directors,
namely, Mr. Tan Hup Foi and Dr. Steve Lai Mun Fook had attended the mandatory one-timesustainability training in 2022.
To ensure that Directors have the opportunities to develop their skills and knowledge and tocontinually improve performance of the Board, all Directors are encouraged by the Company
to undergo continual professional development at the Company’s expense, during the term of
their appointment. Our Directors are also encouraged to be members of the SID and to receive
updates and training from SID in order to stay abreast of relevant developments in financial,legal and regulatory requirements.
Our Directors are regularly updated on the Group’s businesses and the regulatory andindustry-specific environments in which the entities of the Group operate. Updates on relevant
legal, regulatory and technical developments and good corporate governance may be inwriting or disseminated by way of briefings, presentations and/or handouts.
Access to Information
Management has an on-going obligation to provide the Board with complete, adequate
information in a timely manner. The Board is informed of all material events and transactions
as and when they occur. The information that is provided by Management to the Board
includes background or explanatory information relating to matters such as budgets, forecasts
and financial statements to be brought before the Board. In respect of budgets, any material
variances between the projections and actual results are also disclosed and explained. In
addition, the Board has separate and independent access to the Company’s Management at
all times. Requests for information from the Board are dealt with promptly by Management.
As a general rule, Board papers are sent to Board members at least five working days before
the Board meeting to afford the Directors sufficient time to review the Board papers prior tothe meetings. For matters which require the Board’s decision outside such meetings, Board
papers will be circulated for the Board’s consideration, with discussions and clarifications taking
place between members of the Board and Management directly, before approval is granted.
Directors have separate and independent access to the senior management, Company
Secretary and external advisors (where necessary) at the Company’s expenses. The Company
Secretary (or her authorised nominee) attends all Board and Board Committee meetings and is
responsible for ensuring that established procedures and all relevant statutes and regulations
that are applicable to the Company are complied with. The Company Secretary assists the
Chairman of the Board and the Chairman of each of the Board Committees and Managementin the development of agendas for the various Board and Board Committee meetings. The
appointment and removal of the Company Secretary are subject to the Board’s approval.
Should Directors, whether as a group or individually, need independent professional advice tofulfil their duties, such advice may be obtained from external advisers and the cost of which
will be borne by the Company.

038

17LIVE Group Limited - Annual Report 2023

Principle 2:

Board Composition and Guidance
As at the date of this report, the Board comprises six Directors of whom four are Independent
Directors, one Non-Executive Non-Independent Director and one Executive Director. The Board
has an appropriate level of independence and diversity of thought which is appropriate for thenature and scope of the Group’s current operations. The Board is already made up of majority
non-executive independent Directors, which serves to reinforce management accountability.
Matters requiring the Board’s approval are discussed robustly with participation from eachmember of the Board and decisions are made collectively without any individual or selectgroup of individuals dominating the decision-making process. Directors are required to takethe necessary actions to resolve any conflict of interest they might have, including recusing
themselves from meetings or discussions or abstaining from voting on matters in which they
are interested or conflicted. There were no alternate Directors appointed during the year.
As at the date of this report, the members of the 17LIVE Board are as follows:
Executive Director:
Mr. Phua Jiexian, Joseph – Chairman of the Board and Chief Executive Officer
Non-Executive Non-Independent Director:
Mr. Akio Tanaka
Independent Directors
Mr. Tan Hup Foi
Dr. Steve Lai Mun Fook
Mr. Hideto Mizuno
Ms. Chen Xiuling
Board Independence
The NC has assessed the independence of the Board members and took into consideration
the relevant provisions of the CG Code and SGX-ST Listing Rule 210(5)(d)(i) (ii) and (iv) andthe individual Directors’ declaration. Currently, there are no directors who had served for acontinuous period of nine years since the listing of VTAC.
The Board, through the NC, has assessed the independence of each of the Directors for thefinancial year under review. Based on the declarations of independence provided by each of
the Independent Directors and taking into account the guidance under Provision 2.1 of the CG
Code, Mr. Akio Tanaka was determined as non-independent as he has served as 17LIVE Inc.’s
director since March 2017.
Mr. Phua Jiexian, Joseph was initially appointed as the Non-Executive Chairman following
the Completion of the Business Combination. Following the cessation of Mr Lien Chien-Lin as
the Chief Executive Officer (the “CEO”) on 26 January 2024, Mr. Phua Jiexian, Joseph assumed
executive responsibility for the management of the Company and was redesignated as the
Executive Chairman and CEO with effect from 26 January 2024. Mr Phua Jiexian, Joseph
was determined as non-independent by virtue of his executive responsibility as well as his
substantial shareholdings in the Company.
The NC has assessed the independence of Mr. Tan Hup Foi, Dr. Steve Lai Mun Fook, Mr. Hideto
Mizuno and Ms. Chen Xiuling and is of the view that they do not have any relationships andare not faced with any of the circumstances identified in the CG Code and SGX-ST Listing Rule210(5)(d)(i), (ii) and (iv) which may affect their independent judgement and accordingly, they are
deemed independent. Each member of the NC and the Board has recused himself or herself
from the NC’s and the Board’s deliberations respectively on his or her own independence.

039

Virtual Realities, Human Connections

Corporate GovernanceIn accordance with Provision 2.2 of the CG Code, the Independent Directors make up a majorityof the Board as the Chairman of the Board is not independent. In addition, Mr. Tan Hup Foi
was appointed as the Lead Independent Director of the Company with effect from 28 February
2024.
Board Diversity
The Board of 17LIVE has put in place a Board Diversity Policy which sets out the approach indetermining the optimal composition of the Board to avoid groupthink and foster constructive
debate. The Board Diversity Policy recognises that a diverse Board would be beneficial to
the Company as it would allow for the harnessing of a variety of skills, industry and businessexperiences, gender, independence and other distinguishing qualities of members of theBoard. The Company is committed to implementing the Board Diversity Policy for any futureboard composition changes and the Board is of the view that any new appointments would
provide further diversity to core competencies and skill sets of the Board.
17%
33%

34%

Age Profile

Gender Diversity

83%
33%
Male Directors

Female Directors

40-49

50-59

70-79

16%

Independence

17%

67%

Executive

Non-Independent Non-Executive

Independent

In terms of gender diversity, the current Board comprises one female director, a 17%
representation. The NC has noted the recommendation of the Council for Board Diversity(“CBD”) for listed companies to have 25% female representation on their boards by 2025 and
30% by 2030 and will aim to achieve the target. In this regard, the NC aims to ensure that:

040

(a)

The Board would have a minimum 25% female representation by 2025 and 30% female
representation by 2030;(b)

If an existing female Board member resigns or retires, the replacement Board member
must also be a female unless the female representation ratio exceeds the thresholds
set out in (a) above;

17LIVE Group Limited - Annual Report 2023(c)

Any search firm engaged to assist the Board or the NC in identifying candidates forappointment to the Board will be specifically directed to include female candidates;(d)When seeking to identify a new Director for appointment to the Board, the NC will
request female candidates to be fielded for consideration;(e)Female representation on the Board be continually increased over time in line with
CBD’s recommendation.

A core competency matrix is used to help identify the gaps to be filled for the Board. The corecompetency matrix classifies the skills, knowledge and professional experience of existing
Directors into several broad categories such as industry knowledge; financial markets;regulation, compliance and/or government relations; leadership; cybersecurity and technology;
environmental, social and governance. The current Board comprises members with thefollowing core competencies:

Expertise and Experience Matrix
Accounting & Finance2 Directors

Business and Management
Industry

6 Directors
2 Directors

Strategic Planning

3 Directors

Customer-based and marketing

3 Directors

Human Resource Management
Others *4 Directors
5 Directors

Notes*:(i)

Venture Capital;(ii) Branding Strategy and Retail Management;(iii) Manufacturing;(iv) Taxation; and(v) Consumer Brand and Technology, M&A/Investments

The current composition of the 17LIVE board was only reconstituted upon the completion of
the Business Combination. In order to maintain or enhance its balance and diversity, the Board
would continue to take the following steps:•

annual review by the NC to assess if the existing attributes and core competencies of theBoard are complementary and relevant to the Group’s risk profile, business operations
and future business strategies in order to enhance the efficacy of the Board; and•annual evaluation by the Directors of the skill sets the other Directors possess, with aview to understand the range of expertise which may be lacking by the Board.

The NC would consider the results of these exercises whilst ensuring that diversity is a key
criterion before putting forth its recommendation for the appointment of new Directors and/or the re-appointment of incumbent Directors.

041

Virtual Realities, Human Connections

Corporate GovernanceA review of the size and composition of the Board (and Board Committees) was undertaken by
the Company subsequent to year-end to ensure alignment with the needs of the Group andthe objectives set out in the Board Diversity Policy. In this review, the NC noted that there isskill gap in the legal and regulatory segment. To bridge this skill gap, the NC and the Board
agreed that in identifying new board appointment, attention would be placed on suitable
candidates with legal and regulatory background. As the current board was just constituted
following the completion of the Business Combination, the NC and the Board are satisfied thatthe current size and composition of the Board (and Board Committees) meets the criteria inthe Board Diversity Policy and possesses the necessary competencies, expertise and knowledge
to lead the Group effectively. The Company remains committed to implementing the Board
Diversity Policy and any further progress made towards the implementation of such policy will
be disclosed in future Corporate Governance Reports, as appropriate.
Board Guidance
The Non-Executive and Independent Directors contribute to the board process by monitoring
and reviewing Management’s performance. For the financial year under review, theNon-Executive and Independent Directors have constructively challenged Management’s
proposals and decisions and reviewed Management’s performance. They have unrestricted
access to Management for any information that they may require to discharge their oversightfunction effectively. As Non-Executive and Independent Directors constitute a majority of theBoard, objectivity on such deliberations is assured.
Principle 3:

Chairman and Chief Executive Officer
Whilst it is ideal for the Company to have a separate Chairman and CEO to ensure that there
is an appropriate balance of power, increased accountability and greater capacity of the Board
for independent decision making, Mr. Phua Jiexian, Joseph has stepped up to provide executive
leadership to further grow the business of the Company and create synergistic returns withhis redesignation to the Executive Chairman and CEO with effect from 26 January 2024 dueto the cessation of the previous CEO.
The Independent Directors have demonstrated a high commitment in their roles as
Independent Directors and have ensured that there is a good balance of power and authority
within the Board even though the role of the Chairman and CEO is held by the same individual.
The Chairman, Mr. Phua Jiexian, Joseph, is an Executive Director who is responsible for theoverall management of the Board and ensures that the Directors and Management work
together with integrity and competency. He also exercises control over the quality, quantity andtimeliness of information flow between the Board and Management to encourage constructive
relations within the Board and between the Board and Management. To promote a culture of
openness and debate at the Board, he ensures that adequate time is available for discussionof all agenda items, in particular, strategic issues, and also facilitates the effective contributionof all Directors. The Chairman also promotes high standards of corporate governance for theCompany, with the support of the Board, Company Secretary and Management. Additionally,as the CEO, Mr. Phua Jiexian, Joseph also drives the business strategies of the Company as set
by the Board and manages the day-to-day business operations together with the key executive
officers of the Company.
The Board has appointed Mr. Tan Hup Foi as the Lead Independent Director, who is alsoa member of the NC, given that the Chairman is not independent. The Lead Independent
Director is available to shareholders at ac@17.media where they have concerns and for whichcontact with the Chairman or Management are inappropriate or inadequate.

042

17LIVE Group Limited - Annual Report 2023

Principle 4:

Board Membership
As at the date of this report, the NC comprises Dr. Steve Lai Mun Fook as Chairman, Mr. Hideto
Mizuno, Ms. Chen Xiuling and Mr. Tan Hup Foi. All four members are Independent Directors.
The NC under VTAC met once during the financial year under review while the NC under 17LIVE
met once subsequent to the financial year end.
The NC is guided by its terms of reference which sets out its responsibilities and is in line with
the CG Code. These include:(a)making recommendations to the Board on relevant matters relating to (i) the review ofboard succession plans for directors, in particular, the Executive Director and CEO, andkey management personnel; (ii) the reviewing of training and professional development
programmes for the Board, the board committees and the Directors; and (iii) theappointment and re-appointment of the Directors (including alternate Directors, if
applicable), including the criteria used to identify and evaluate potential new directors
and channels used in searching for appropriate candidates;(b)reviewing and determining annually, and as and when circumstances require, if a
Director is independent, in accordance with the SGX-ST Listing Manual, the CG Codeand any other salient factors;(c)reviewing the composition of the Board annually to ensure that the Board and theBoard Committees (i) comprise Directors who as a group provide an appropriate balanceand diversity of skills, expertise, gender and knowledge of the Group and provide corecompetencies such as accounting or finance, business or management experience,industry knowledge, strategic planning experience and customer-based experienceand knowledge; (ii) are of an appropriate size; and (iii) are of an appropriate level of
independence and diversity of thought and background in its composition to enable it
to make decisions in the best interests of the Company;(d)ensuring that the Directors disclose their relationships with the Company, its related
corporations, the Substantial Shareholders or the officers of the Company, if any, which
may affect their independence and reviewing such disclosures from the Directors andhighlighting these to the Board as required;(e)reviewing and determining whether the Director is able to and has been adequately
carrying out his duties as Director, taking into consideration the Director’s numberof listed company board representations and other principal commitments. Where a
Director has multiple board representations and principal commitments which involvea significant time commitment, providing a reasoned assessment of the ability of the
Director to diligently discharge his duties;(f)setting the objectives for achieving board diversity and reviewing the progress towards
achieving these objectives;(g)taking into consideration all factors as may be specified in the CG Code and theaccompanying Practice Guidance (as each may, from time to time, be amended,
modified or supplemented) in carrying out its duties;(h)developing the diversity of the members of the Board and disclosing in the Group’s
board diversity policy (if any) or a summary thereof in the corporate governance report;(i)identifying candidates and reviewing and approving nominations for the positions of
Director or alternate Director (whether in relation to the appointment or re-appointmentof such Directors), reviewing and approving the membership of the Board committees(including the AC, RC and the NC) as well as appraising the qualifications and experienceof any proposed new appointments to the Board and making recommendations to theBoard on whether the appointments should be approved;043

Virtual Realities, Human Connections

Corporate Governance(j)reviewing and approving any new employment of any officer occupying a managerial
position and above who is a relative of any Director and the proposed terms of theiremployment;(k)determining and recommending to the Board the maximum number of listed company
board representations which any Director may hold and disclosing this in the Group’s
annual report;(l)reviewing the NC’s terms of reference annually and recommending any proposedchanges to the Board for approval; and(m)assuming such other duties (if any) that may be required by law or the Listing Manual
and/or the CG Code (as each may be, from time to time, amended, modified or
supplemented).

In addition, the NC will make recommendations to the Board on the development of aprocess for evaluation and performance of the Board, its Board Committees and Directors. In
this regard, the NC will decide how the Board’s performance is to be evaluated and propose
objective performance criteria which address how the Board has enhanced long-term
shareholder value. The NC will also implement a process for assessing the effectiveness of
the Board as a whole and the Board Committees and for assessing the contribution of eachindividual Director to the effectiveness of the Board. The Executive Chairman will act on the
results of the performance evaluation of the Board, and in consultation with the NC, propose,
where appropriate, new members to the appointed to the Board or seek the resignation of
Directors.
Continuous Board Renewal and Succession Planning
The Board adheres to the principle of progressive renewal and seeks to ensure that its
composition provides for appropriate level of independence and diversity of thought andbackground. When considering new appointments, the Board, through the NC, will prioritise
the needs of the Group and takes into account the industry and business experience, skills,
expertise and background of the candidate.
When considering new appointments, the Board, through the NC, considers core competencies
such as legal, accounting, business acumen, industry knowledge, executive remuneration
expertise, familiarity with regulatory requirements and knowledge of risk management, audit
and internal controls, while taking into account the Board Diversity Policy.
All Directors are required to submit themselves for re-election at regular intervals and at
least once every three years. In recommending a Director for re-election to the Board, theNC will consider, amongst other things, the individual’s competencies, commitment andcontribution to the Board. After assessing the performance of the retiring Directors as well as
their pivotal contribution to the successful business combination, the NC has recommended
the re-election of Dr. Steve Lai Mun Fook and Mr. Tan Hup Foi who are due to retire pursuant
to the Article 28.2 of the Company’s M&AA at the forthcoming AGM. The Board has accepted
these recommendations.
The NC will seek to refresh the Board membership progressively and in an orderly manner,
for long-term continuity and stability, taking into account the nine-year rule as set out in the
SGX-ST Listing Rule 210(5)(d)(iv).

044

17LIVE Group Limited - Annual Report 2023

Nomination and Selection of Directors
The NC is responsible for identifying candidates and reviewing all nominations for theappointment and re-appointment of Directors and Board committee members. When theneed for a new Director arises, either to replace a retiring Director or to enhance the Board’s
strength, the NC will source for new candidates with the desired competencies. External help
may be engaged to source for potential candidates if considered necessary. Where required,
the NC may also tap on its networking contacts to assist with identifying and shortlisting
candidates. Directors and Management may also make recommendations. The NC will meetshortlisted candidates for an interview before making its recommendation to the Board forconsideration and approval.
When reviewing a nomination for a proposed Board appointment, the NC will consider thefollowing criteria:(a)a determination of the candidate’s independence;(b)

the qualifications and expertise required or expected of a new Board member taking
into account the current size, structure, composition, skills and competencies of theBoard;(c)gender (bearing in mind the targets) and age diversity;(d)whether the candidate would have adequate time to discharge his or her duties having
regard to his or her other board appointments and principal commitments; and(e)other prescribed factors under the Board Diversity Policy.

Review of Directors’ Independence
The NC conducts an annual review of each Director’s independence and takes into consideration
the relevant provisions in the CG Code and SGX-ST Listing Rules. The NC has ascertained that,save for Mr. Phua Jiexian, Joseph and Mr. Akio Tanaka, all Directors are considered independentaccording to these criteria. Directors must also immediately report any changes in theirexternal appointments which may affect their independence.
Directors’ Time Commitment
The NC believes that setting a maximum number of listed company board representations
would not be meaningful as the contributions of the Directors should be best assessed
through qualitative factors such as their attendance and time commitment to the affairs of
the Company. The NC would continue to review from time to time the board representations
and other principal commitments of each Director to ensure that the Directors continue tomeet the demands of the Group and are able to discharge their duties adequately.
The NC was of the view that each Director has given sufficient time and attention to the affairsof the Company and has been able to discharge his or her duties as Director effectively. The
NC noted that based on the attendance of Board and Board committee meetings during thefinancial year under review as well as subsequent to the financial year end, all the Directors
were able to participate in such meetings to carry out their duties. The NC is satisfied that all
the Directors have been able to and had adequately carried out their duties notwithstanding
their other principal commitments and multiple directorships, where applicable.
Key Information on Directors
Profiles and key information of individual Directors, including their directorships in other listedcompanies and principal commitments, both present and those held over the preceding three
years, are disclosed under the “Board of Directors” section of this Annual Report. In addition,
additional information on Directors seeking re-election is also included within the Notice of
AGM.

045

Virtual Realities, Human Connections

Corporate GovernancePrinciple 5:

Board Performance
Board Evaluation
The NC undertakes a process to assess the effectiveness of the Board, its Board Committees
as well as the contributions of each Director. Directors are requested to complete Board
and Board Committee Evaluation Questionnaires to assess the overall effectiveness of theBoard and Board Committees. To ensure confidentiality, the Company Secretary will compile
the Directors’ responses to the Board Evaluation Questionnaires on a collective basis andpresent the results to the NC. The results of the evaluation exercise are considered by the NC
which then makes recommendations to the Board aimed at helping the Board and Board
Committees to discharge their duties more effectively. The NC Chairman will act on the resultsof the performance evaluation and in consultation with the NC propose, where appropriate,
new members to be appointed to the Board or seek the resignation of existing members.
As most of the Board members of 17LIVE were only appointed on 7 December 2023, noevaluations have been conducted for the financial year under review. The NC and Board wasof the view that the board members should be accorded some time to work together before
a formal evaluation is undertaken for the evaluation to be meaningful. The board and board
committee evaluations will, thus, be conducted for the financial year ending 31 December 2024.

REMUNERATION MATTERS
Principle 6:

Procedures for Developing Remuneration Policies
As at the date of this report, the RC comprises Dr. Steve Lai Mun Fook as Chairman, Mr. Tan Hup
Foi and Mr. Hideto Mizuno as members, whom are all, including the Chairman, independent.
The RC of VTAC met once during the financial year under review and the RC of 17LIVE met
thrice subsequent to the financial year end.
The RC is guided by its terms of reference which sets out its responsibilities and is in line with
the CG Code. These include:

046

(a)

reviewing and recommending to the Board, in consultation with the Chairman of
the Board, for endorsement, a comprehensive remuneration policy framework andguidelines for remuneration of the Directors and other persons having authority andresponsibility for planning, directing and controlling the activities of the Group (“KeyManagement Personnel”);(b)reviewing and recommending to the Board, for endorsement, the specific remuneration
packages for each of the Directors and Key Management Personnel;(c)reviewing and approving the design of all share option plans, performance share plans
and/or other equity based plans;(d)considering all aspects of remuneration (including but not limited to, Directors’fees, salaries, allowances, bonuses, options, share-based incentives and awards,
benefits-in-kind and termination payments) and termination terms, to ensure they are
fair and that the level and structure of remuneration are appropriate and proportionate
to the sustained performance and value creation of the Company, taking into accountstrategic objectives;(e)in the case of service contracts, reviewing the Group’s obligations arising in the eventof termination of the Executive Director’s or Key Management Personnel’s contracts ofservice, to ensure that such contracts of service contain fair and reasonable termination
clauses which are not overly generous, with a view to being fair and avoiding the rewardof poor performance;

17LIVE Group Limited - Annual Report 2023(f)

approving performance targets for assessing the performance of each of our Executive
Directors and Executive Officers and recommend such targets as well as employee
specific remuneration packages for each of them, for endorsement by the Board;(g)reviewing the remuneration policies, level and mix of remuneration, the procedure forsetting remuneration, and the relationships between remuneration, performance andvalue creation and the statements in the annual report of the Company with a view toachieving clear disclosure of the same;(h)approving the remuneration proposals with reference to the Board’s corporate goals
and objectives;(i)ensuring compliance with any requirement, direction and regulation that may from time
to time be prescribed by the Board or contained in the M&AA or imposed by relevant
applicable legislation and regulations;(j)reviewing the RC’s terms of reference annually and recommending any proposedchanges to the Board for approval;(k)assuming such other duties (if any) that may be required by law or the Listing Manual
and/or the CG Code (as each may be, from time to time, amended, modified or
supplemented).

The RC also periodically considers and reviews remuneration packages in order to maintaintheir attractiveness, to retain and motivate the Directors to provide good stewardship of
the Group and key executives to successfully manage the Group, and to align the level andstructure of remuneration with the long-term interests and risk policies of the Group.
The RC, when required, has access to expert advice both within and outside the Company, on
remuneration of directors.
Subsequent to the financial year end, the RC has engaged Aon Singapore Pte. Ltd. (“Aon”) toadvise on Directors and Key Management Personnel’s remuneration matters. Save for Aon’s
appointment as the consultant to advise on remuneration matters, Aon does not have anyother existing relationships with the Group.
Principle 7:

Level and Mix of Remuneration

Principle 8:

Disclosure on Remuneration
Non-Executive Directors’ Remuneration
After Business Combination:
The framework for determining Non-Executive Directors’ fees for (i) the financial period from
8 December 2023 to 31 December 2023; and (ii) financial year ending 31 December 2024(“FY2024”) is set out as follows:(a)a single base fee of S$40,000 for serving as Non-Executive Director;(b)additional fee of S$25,000 for serving as Non-Executive Chairman of the Board;(c)additional fee of S$18,500 for serving as Lead Independent Director; and(d)additional fee for serving as Chairman/Member on the following Board Committees:047

Virtual Realities, Human Connections

Corporate Governance
Chairman’s Fee(S$)

Member’s Fee(S$)

Audit Committee

31,00017,500Nominating Committee

18,5009,000

Remuneration Committee

18,5009,000

Type of Committee

The Directors’ fees are paid wholly in cash. In determining the quantum of Directors’ fees,
factors such as frequency of meetings, effort and time spent, responsibilities of Directors
and the need to pay competitive fees to retain, attract and motivate the Directors, are taken
into account. The Non-Executive Directors are not overcompensated to the extent that their
independence is compromised. No Director is involved in deciding his or her own remuneration.
The following table shows the Directors’ fees recommended by the Board for the (i) the
financial period from 8 December 2023 to 31 December 2023; and (ii) FY2024, to be paid
quarterly in arrears, which will be tabled for shareholders’ approval at the forthcoming AGM:
Total Directors’
Fee Proposed(S$) for 8 ~ 31
December 2023

Name

Total Directors’
Fee Proposed(S$) forFY2024(4)Phua Jiexian, Joseph(1)4,194

Akio Tanaka

(2)

2,581

54,000Tan Hup Foi(3)5,161128,808

6,097

119,500

Steve Lai Mun Fook(3)Mizuno Hideto(2)

Chen Xiuling(2)
Total

6,118

3,742

77,0004,290

88,50026,065473,926

Notes:(1)

Director’s fee to be paid for his services from 8 December 2023 to 25 January 2024. Mr. Phua was redesignated as the
Executive Chairman and CEO on 26 January 2024.

(2) Directors’ fees to be paid to these Directors are for their services (i) from 8 December 2023 to 31 December 2023; and(ii) for FY2024.
(3) Directors’ fees to be paid to these Directors are for their services (i) from 8 December 2023 to 31 December 2023; and(ii) for FY2024.
(4) The calculation is based on the assumption of 1 AGM, 7 board meetings, 6 AC meetings, 3 RC meetings, 1 NC meeting
and an additional committee meeting in FY2024.

Before Business Combination:
The following table shows the Directors’ fees for period from 1 January 2023 to 7 December
2023, which were paid to the VTAC directors in the financial year ended 31 December 2023
(approval was sought at the VTAC AGM held on 28 April 2023):
Directors’ Fee
Paid

Name
Tan Hup Foi(1)70,161.30

Steve Lai Mun Fook(1)70,161.30

Low Seow Juan(2)70,161.30

Anupama Sawhney
Total

(2)

70,161.30
280,645.20

Notes:(1)

The Director’s fee paid to Mr. Tan Hup Foi and Dr. Steve Lai Mun Fook were for their services from 1 January 2023 to
7 December 2023, i.e. Completion Date of the Business Combination.

(2) The Director’s fee paid to Mr. Low Seow Juan and Ms. Anapuma Sawhney were for their services from 1 January 2023
to 7 December 2023. They had resigned as Directors with effect from 7 December 2023.

048

17LIVE Group Limited - Annual Report 2023

Executive Directors’ and KMP’s Remuneration
Before Business Combination
As disclosed in the Prospectus, the previous CEO of VTAC, who was also an Executive Director,
Mr. Jiang Honghui, was seconded to the Company on a full-time basis until the consummationof the initial business combination. The previous Chief Financial Officer (“CFO”), Mr. Sito Tuck
Wai, was subject to a double-hatting arrangement and holds an existing position as Senior
Executive Director, Finance of Vertex Venture Management Pte. Ltd. (“VVMPL”).
Each of Mr. Jiang Honghui and Mr. Sito Tuck Wai was remunerated by VVMPL for their roles
as our CEO as well as our CFO respectively until their resignations which took effect on
7 December 2023. At the same time, the Company entered into the Administrative Services
Agreement under which VVMPL charged us a fixed quarterly retainer fee (payable quarterly inadvance in four equal instalments per annum and pro-rated accordingly for any partial calendar
quarter) in providing the Company with financial and other support services (including thecost of Mr. Jiang Honghui and Mr. Sito Tuck Wai’s remuneration in their roles as our CEO as
well as our CFO respectively until their resignations which took effect on 7 December 2023).
For the avoidance of doubt, both Mr. Jiang Honghui and Mr. Sito Tuck Wai did not receive
any separate compensation from the Company prior to the Business Combination. For thesegiven reasons as mentioned, the Board is of the view that the disclosure of remuneration foreach of the CEO and CFO in exact quantum in accordance with Provision 8.1 of the CG Codeis of no interest and relevance to shareholders given that both of them are not remunerated
by the Company. The Board had taken into consideration, inter alia, the commercial sensitivity
and confidential nature of remuneration matters as they are secondees from VVMPL and any
disclosure of their remuneration in exact quantum would place them in a disadvantageous
position for being secondees to the Company. Instead, their respective remuneration would
be disclosed in remuneration bands of S$250,000.
For the financial year under review, each of Mr. Jiang Honghui and Mr. Sito Tuck Wai wereremunerated by VVMPL, and did not receive any separate compensation from the Company.
After Business Combination:
Upon the Completion Date of the Business Combination, the Company had entered into service
contracts with the CEO and KMP which are subject to review by the RC and endorsed by the
Board. Their contracts do not contain any onerous removal clauses. Subsequent to financial
year end, the CEO, Mr. Lien Chien-Lin resigned on 26 January 2024. Thereafter, Mr. Phua Jiexian,
Joseph was redesignated as the Executive Chairman and CEO.
The following table shows the remuneration of the CEO, Mr. Lien Chien-Lin for the period from
7 December to 31 December 2023:

Name
Lien Chien-Lin*

Fixed Salary
86.24%

Total
Variable Cash Remuneration
Bonus
(S$)
13.76%

37,665Note:*

Mr Lien Chien-Lin, who was also an Executive Director during the period from 7 to 31 December 2023, does not receive
Director’s Fee.

049

Virtual Realities, Human Connections

Corporate GovernanceIn setting remuneration packages, the RC takes into consideration the prevailing market
conditions as well as the relevant comparative remuneration and employment conditions
within the industry. The remuneration packages for the CEO and KMP consist of both fixedand variable components. The variable component in the form of bonus is determined basedon the performance of the individual employee and the Group’s performance in the relevant
financial year. This is to align their interests with those of the shareholders and link rewards tocorporate and individual performance. For the purpose of assessing the performance of the
Executive Director and KMP, key performance indicators comprising both quantitative andqualitative factors are set out at the beginning of each year and reviewed at the end of thefinancial year. The Company does not have any contractual provisions which allow it to reclaim
incentive components of remuneration from Executive Director and KMPs as such provisions
may have a negative impact on attracting and retaining talent in the Company.
The Company has in place the Executive Incentive Scheme (“EIS”) and Employee Share Option
Plan (“ESOP”), details of which are disclosed in the Directors’ Statement. The EIS and ESOP
are administered by the RC.
The following table shows the remuneration of the top two KMPs (who are not Directors or
CEO of 17LIVE) paid between the period from 7 December to 31 December 2023:

Fixed Salary

Variable Cash
Bonus

Remuneration
Band

Executive A

100%

0%

Under S$250,000

Executive B

100%

0%

Under S$250,000

The total remuneration of the top two KMP (who are not Directors or CEO of the Company)
paid between 7 to 31 December 2023 amounted to S$38,820.
The Company believes that it may not be in the best interest of the Company to disclose theremuneration of KMP on an individually named basis as recommended by the CG Code, as suchdisclosure may affect its ability to motivate, retain and nurture employees. The Company would
like to elaborate on the reasons for not disclosing the names of the individual KMP as follows:(a)Given the competitive business environment which the Group operates in, the Company
faces significant competition for talent in this industry and it had not disclosed thenames of the KMP in order to minimise potential staff movement and undue disruptions
to its senior management team and business operations, which would not be in thebest interests of shareholders.

(b)

It is imperative for the Company to ensure the stability and continuity of its businessled by a competent and experienced senior management team and disclosure of the
remuneration of KMP on an individually named basis would make it difficult to retain
and attract talented management staff on a long term basis.

Other than this, the Company has complied with the rest of the disclosure requirements underProvision 8.1 of the CG Code.
There were no termination, retirement and post-employment benefits paid to any Directors
and the top two key executives for the year ended 31 December 2023. In addition, the RC was
satisfied that the service contracts with the key executives do not contain termination clausesthat are overly generous.

050

17LIVE Group Limited - Annual Report 2023

Remuneration of Employees who are Immediate Family Members of a Director, CEO or
Substantial Shareholder
The Company does not have any employees who is an immediate family member of a Director,
CEO or substantial shareholder and whose remuneration exceeded S$100,000 during thefinancial year.
ACCOUNTABILITY AND AUDIT
Principle 9:

Risk Management and Internal Controls
The Board adopts the principle that a sound system of internal controls and risk management
is necessary to safeguard shareholders’ interest.
Before Business Combination
Prior to the Business Combination, VTAC did not have any operating businesses or investments
and remained so until the initial business combination was completed. Notwithstanding theabove, the Board established internal controls and risk management systems that address key
financial, compliance and information technology risks that were relevant to the Company asa special purpose acquisition vehicle.
VTAC, implemented cash control management processes to ensure the proper use of
cash, which include the proceeds that were not held in the Escrow Account as well as thepermitted amounts drawn down from the Escrow Account The Board has implemented theCash Control Management Processes and on a quarterly basis, the Board and AC received an
update on the cash utilisation which include the utilisation of funds in the Escrow Accountfor permitted investments such as Singapore Government Securities bonds, Singapore
Government Securities treasury bills and bills issued by the Monetary Authority of Singapore.
After Business Combination
The AC assists the Board in overseeing the risk governance of the Group to ensure that
there is a sound system of risk management and internal controls to manage risks in a waythat is aligned with the Group’s risk tolerance. The Company is in the midst of establishing
an Enterprise Risk Management (“ERM”) framework to ensure adequate and effective
management of risks and facilitate the Board’s assessment on the adequacy and effectivenessof the Group’s risk management system. The framework will set out governing policies,
processes and systems pertaining to each of the key risk areas to which the Group are exposed.
The framework also facilitates the assessment by the Board in the effectiveness of the Group
in managing each of the key risks. The Board, through the AC’s reviews, will monitor theadequacy of the Company’s internal controls including financial, operational, compliance andinformation technology controls and risk management policies and systems established by
Management. The internal auditor also conducts independent reviews of the adequacy andeffectiveness of the Company’s material internal controls, including financial, operationaland compliance controls, information technology and risk management, at least annuallyand reports these findings to the AC. The AC will also review the effectiveness of the actions
taken by Management on the recommendations made by the internal auditor in this respect.
Subsequent to the financial year end, the external auditors have also performed a review of
the internal financial systems and operating controls for the financial statements attestation
purpose. Such reviews had been reported to the AC.
Post Completion of the Business Combination, the Company has appointed
PricewaterhouseCoopers LLP to perform internal controls audit on an annual basis until
the AC is satisfied that the Company’s internal controls are robust and effective enough tomitigate the Company’s internal control weaknesses. The AC has reviewed the audit reporton the findings subsequent to financial year end and noted there were no material internal
control weaknesses.

051

Virtual Realities, Human Connections

Corporate Governance
Such internal controls audit may be initiated by the AC as and when it deems fit to satisfy itself
that the Company’s internal controls remain robust and effective.
In the course of the statutory audit, the Company’s external auditors, Ernst & Young LLP (“EY”),
will highlight any material internal control weaknesses which have come to their attention
in the course of carrying out their audit procedures, which are designed primarily to enable
them to express their opinion on the financial statements. Such material internal control
weaknesses noted during their audit, and recommendations, if any, by the external auditors
are reported to the AC.
The Board has received assurance from the CEO and CFO that the financial records have been
properly maintained and the financial statements for the year ended 31 December 2023 givea true and fair view of the Company’s operations and finance.
The Board has also received assurance from the CEO and other KMP that the risk management
system and internal controls (including operational, financial, compliance and information
technology controls) of the Company were adequate and effective for the year ended 31
December 2023.
Based on the internal controls established and maintained by the Company, work performedby the internal and external auditors and reviews performed by Management, as well as theassurances set out above, the Board, with the concurrence of the AC, is of the view that theCompany’s system of risk management and internal controls (including financial operational,
compliance and information technology controls) were adequate and effective for the year
ended 31 December 2023 to address risks which the Company considers relevant and material.
The system of risk management and internal controls provides reasonable, but not absolute,assurance that the Company will not be adversely affected by any event that could bereasonably foreseen as it strives to achieve its business objectives. However, the Board also
notes that no system of risk management and internal controls could provide absoluteassurance in this regard, or absolute assurance against the occurrence of material errors, poor
judgment in decision making, human error, losses, fraud or other irregularities. The processof reviewing and strengthening the Company’s control environment is an evolving process.
When controls should be enhanced, the Board and Management will take action to rectify andstrengthen the internal controls and risk management systems. The Board and Management
will continue to devote resources and expertise towards improving its internal policies andprocedures to maintain a high level of governance and internal controls.
Principle 10:

Audit Committee
As at the date of this report, the AC comprises Mr. Tan Hup Foi as Chairman, Dr. Steve Lai Mun
Fook and Ms. Chen Xiuling as members, whom are all including the Chairman, independent.
The AC of VTAC met four times during the financial year under review and the AC of 17LIVE
met thrice subsequent to the financial year end.
The majority of the AC, including the Chairman, has accounting or related financial
management expertise or experience. The Board is of the view that the members of the AC
are appropriately qualified to discharge their responsibilities. None of the AC members wereprevious partners or directors of the Company’s external auditor, EY within the last two years
or hold any financial interest in the external auditor.
The AC is guided by its terms of reference which sets out its responsibilities and is in line with
the CG Code. These include:

052

(a)

assisting the Board in discharging its statutory responsibilities on financing andaccounting matters;(b)reviewing significant financial reporting issues and judgments to ensure the integrityof the financial statements and any formal announcements relating to financial
performance;

17LIVE Group Limited - Annual Report 2023(c)reviewing the scope and results of the external audit and its cost effectiveness, and the
independence and objectivity of the external auditor;(d)reviewing the external auditor’s audit plan and audit report, and the external auditor’s
evaluation of the system of internal accounting controls as well as monitoring andreviewing the Group’s implementation of any recommendations to address any internal
control weaknesses highlighted by the external auditor;(e)reviewing the key financial risk areas, including overseeing the implementation of thetransfer pricing policy;(f)reviewing the risk management structure and any oversight of the risk management
process and activities to mitigate and manage risk at acceptable levels determined by
the Board;(g)reviewing and reporting to the Board the suitability of the auditing firms appointed forthe significant foreign-incorporated subsidiaries and associated companies of the Group;(h)reviewing and reporting to the Board at least annually (i) the adequacy and effectivenessof the risk management and internal controls systems of the Group, including financial,
operational, compliance controls, and information technology controls and (ii) the
implementation of risk treatment plans in relation to the foregoing;(i)reviewing the statements to be included in the annual report concerning the adequacyand effectiveness of the risk management and internal controls systems of the Group,
including financial, operational, compliance controls, and information technology
controls, with a view to achieving clear disclosure of the same and including any
material issues arising from the internal auditor’s review of our internal control
policies and procedures and how these material issues have been addressed with theimplementation of the mitigating measures;(j)reviewing regulatory compliance matters, at least on a quarterly basis, with a view toensuring that adequate rectification measures are taken for past breaches as well as
new initiatives implemented to mitigate and reduce the risks of future breaches;(k)reviewing any Interested Person Transactions (including transactions under any generalmandate approved by Shareholders pursuant to Chapter 9 of the Listing Manual) andmonitoring the procedures established to regulate Interested Person Transactions,
including ensuring compliance with the Group’s internal control system and the relevant
provisions of the Listing Manual, as well as all conflicts of interests to ensure that proper
measures to mitigate such conflicts of interests have been put in place;(l)ensuring that the internal audit function is adequately resourced and has appropriate
standing within the Group;(m)commissioning an independent audit on internal controls and risk managements
systems for the AC’s assurance where necessary or where the AC is not satisfied withthe systems of internal controls or risk management of the Group;(n)commissioning and reviewing the findings of internal investigations into matters where
there is any suspected fraud or irregularity, failure of internal controls or infringementof any law, rule or regulation which has, or is likely to have, a material impact on the
Company’s operating results and/or financial position and ensuring that appropriate
follow-up actions are taken;(o)monitoring and reviewing the implementation of any recommendations by the Groupto satisfactorily address any internal control weaknesses highlighted by the external
auditor and/or internal auditor;053

Virtual Realities, Human Connections

Corporate Governance

054

(p)

monitoring and reviewing the rectification of the outstanding internal control
weaknesses, including assessing the effectiveness of the measures implemented torectify the internal control weaknesses which have been resolved prior to Completion;(q)reviewing the scope and results of the internal audit procedures, and at least annually,
the adequacy and effectiveness of the internal audit function of the Group;(r)

approving the hiring, removal, evaluation and compensation of the head of the internal
audit function, or the accounting/auditing firm or corporation to which the internal audit
function is outsourced (if any);(s)appraising and reporting to the Board on the audits undertaken by the external auditors
and internal auditors and the adequacy of disclosure of information;(t)making recommendations to the Board on the proposals to Shareholders on theappointment, reappointment and removal of the external auditor, and approving the
remuneration and terms of engagement of the external auditor;(u)reviewing the adequacy and effectiveness, independence, scope and results of theexternal audit and internal audit function;(v)

reviewing the adequacy of and approving procedures put in place related to any hedging
policies to be adopted by the Group;(w)

ensuring that the Company publicly discloses, and clearly communicates to employees,
the existence of a whistle-blowing policy and procedures for raising such concerns;(x)assessing the performance of the CFO, financial director and/or the financial controller(as the case may be), for the relevant period, on an annual basis to determine his or her
suitability for the position;(y)meeting with the external auditor, and with the internal auditor, in each case without
the presence of management, at least annually and reviewing the co-operation extended
to the internal auditor and the external auditor;(z)approving the hiring, removal, evaluation and compensation of the accounting or
auditing firm or corporation to which the internal audit function is outsourced (if any);(aa)reviewing the nature, extent and costs of non-audit services performed by the external
auditor, to ensure their independence and objectivity;(bb)

undertaking such other reviews and projects as may be requested by the Board, andreporting to the Board its findings from time to time on matters arising and requiring
the attention of the AC;(cc)taking into consideration all factors as may be specified in the CG Code and theaccompanying Practice Guidance (as each may, from time to time, be amended,
modified or supplemented) in carrying out all its duties;(dd)

reviewing the half-yearly and annual financial statements before submitting the sameto the Board for approval, focusing in particular on changes in accounting policies andpractices, major risk areas, significant adjustments resulting from the audit, compliancewith accounting standards and compliance with the Mainboard Rules and any otherrelevant statutory or regulatory requirements;(ee)reviewing the assurance from the CEO and the CFO on the financial records and financial
statements of the Group;17LIVE Group Limited - Annual Report 2023

(ff)

reviewing the risk profile of the Group and the appropriate steps to be taken to mitigate
and manage risks at acceptable levels determined by the Board;(gg)

reviewing the adequacy and effectiveness of the Group’s risk management function,
ensuring that a clear reporting structure is in place between the AC and the internal
auditors, and reviewing the adequacy, effectiveness, independence, scope and resultsof the internal audit function and procedures and the Management Team’s response
and follow-up actions;(hh)reviewing any actual or potential conflicts of interest, including those referred to the AC
or which may involve the Directors as disclosed by them to the Board and which may
affect the exercise of their fiduciary duties;(ii)

reviewing transactions falling within the scope of Chapter 10 of the Mainboard Rules, if
any;

(jj)

periodically reviewing the Group’s intellectual property protection policies to ensurethat the policies and/or procedures are complied with, and are adequate and effective
for the Group’s operations;(kk)reviewing and establishing procedures for receipt, retention and treatment of complaints
received in relation to the Group, including criminal offences involving the Group or its
employees, questionable accounting, auditing, business, safety or other matters that
may negatively impact the Group and ensuring that arrangements are in place forindependent investigations of such matters and for appropriate follow-up actions to betaken;(ll)reviewing the AC’s terms of reference annually and recommending any proposedchanges to the Board for approval; and(mm) undertaking generally such other functions and duties as may be required by law or the
Mainboard Rules, including any amendments made thereto from time to time.
Apart from the duties listed above, the AC will ensure that arrangements are in place for
employees to raise concerns, in confidence, about possible wrongdoing in financial reportingor other matters for appropriate follow-up action. The AC will also commission and review thefindings of internal investigations into such matters or matters where there is any suspectedfraud or irregularity, or failure of internal controls, or infringement of any law, rule or regulation
which has or is likely to have a material impact on the Group’s operating results and financial
position.
During the financial year, the AC has carried out the above duties as provided in their termsof reference.
Each member of the AC shall abstain from voting on any resolution in respect of matters inwhich he or she is interested.
The AC keeps abreast of the changes to accounting standards and issues that may have a
direct impact on the financial statements by referring to the best practices and guidance in
the Guidebook for Audit Committee in Singapore and the reports issued from time to time inrelation to the Financial Reporting Surveillance Programme administered by the Accounting
and Corporate Regulatory Authority. During the year under review, the AC was also briefed on
the changes in accounting standards that would impact the Group’s financial statements by
the external auditor at the AC meetings.

055

Virtual Realities, Human Connections

Corporate GovernanceIn the review of the financial statement, the AC has considered and reviewed the significant
financial reporting issues and judgements relating to financial statements. The following key
audit matters impacting the financial statements were discussed with Management and theexternal auditors and were reviewed by the AC:
Key audit matters

How the AC reviewed this matter and what decision was madeImpairment of goodwill

EY reviewed the issue and concurred with Management’s assessmentthat no impairment of goodwill was required, which the AC foundsatisfactory.

Following the review, the AC recommended to the Board to approve the financial statementsor the financial year ended 31 December 2023.
The AC has full access to and co-operation of Management. The AC also has full discretion to
invite any Director or executive officer to attend its meetings and has been given adequate
resources to discharge its functions. During the year, the AC met with the external and internal
auditors without the presence of Management.
In line with the SGX-ST Listing Rule 1207(6), the AC has undertaken a review of the nature andextent of all non-audit services provided by the external auditor during the financial year andis satisfied that such services have not, in the AC’s opinion, compromised the independenceof the external auditor. It was noted that the fees for non-audit services did not exceed 50% of
the aggregate amount of audit fees paid/payable to EY in 2023. The aggregate amount andbreakdown of the audit and non-audit fees paid/payable to the external auditor is as follows(in US$’000):
Audit Services

Audit-Related Services

Non-Audit Services

1,737

694

482

In reviewing the performance of the external auditor and formulating its recommendationon the re-appointment of EY for the financial year ending 31 December 2024, the AC had
considered the overall adequacy and quality of the firm’s resources, the experience andexpertise of the audit partners and other senior members of the engagement team, and theefficiency and effectiveness of the engagement team in carrying out its work. The AC had
also considered the quality of audit services rendered, scope of audit plan and audit findingspresented during the year, as well as the information provided by EY under the Audit Quality
Indicators Disclosure Framework. On this basis, the AC recommended the re-appointment of
EY at the upcoming AGM.
The Company is in compliance with the requirements under SGX-ST Listing Manual Rules 712
and 715(1) on the appointment of the same auditing firm in Singapore to audit its accounts,
the accounts of its incorporated subsidiaries and significant foreign incorporated subsidiaries.
The Company has put in place a whistle-blowing policy, endorsed by the AC, which provides
for a mechanism by which employees and any other external parties of the Company may,in confidence, raise concerns about possible unethical conduct and improprieties in financial
reporting or other matters. The objective of this policy is to encourage the reporting of suchmatters in good faith, with the confidence that employees and other persons making suchreports will be treated fairly and, to the extent possible, protected from reprisal. All information
received is treated with confidentiality and anonymous reporting is accepted for protecting
the identity and interest of all whistle-blowers. The AC is responsible for the oversight andmonitoring of the whistle-blowing policy and ensuring that it is properly administered withthe assistance of the Head of Internal Audit (the “Reporting Officer”).
The Company does not tolerate nor condone any actions taken against any employee or otherperson in retaliation for raising a compliance or integrity issue, and may institute disciplinary
action against any party found to have taken such retaliatory action against whistle-blowers.

056

17LIVE Group Limited - Annual Report 2023

All whistle-blowing reports are received by the (i) Reporting Officer; and (ii) AC Chairman,
on behalf of the AC. The Reporting Officer would consult the AC Chairman on appropriate
investigative action(s) to be taken upon the receipt of a complaint. The AC shall, through theReporting Officer, maintained or caused to be maintain a complaints register for the purposesof recording all complaints received, the date of such complaint and nature of such complaint.
The AC ensures that independent investigations and appropriate follow-up actions are carriedout, where applicable. Details of the Group’s whistle-blowing policy, including the different
modes of reporting via post and email address, have been disseminated and made available
to all employees.
Internal Audit
The Company has established an in-house Internal Audit (“IA”) function that is independentof the activities that it audits. The Head of IA reports directly to the AC and administratively
to the CEO. The Head of IA has more than 20 years of working experience in internal audit,
internal controls, risk management, accounting and finance.
The IA function adopts the International Standards for the Professional Practice of Internal
Auditing (the IIA Standards) issued by the Institute of Internal Auditors.
To ensure that audits are performed effectively, the Company employs suitably qualified
professional staff with the relevant experience. The Company has engaged with
PricewaterhouseCoopers LLP to work together with the in-house IA function. The AC is satisfied
that the in-house IA function is adequately resourced and has the appropriate standing within
the Company. On an annual basis, the AC has also reviewed and is satisfied with the adequacyand effectiveness of the IA function and that the IA function has maintained its independence
from the activities that they audit.
The IA function adopts a risk-based approach in formulating the annual audit plan which aligns
its activities to the key risks across the Group’s business. The reviews performed by the internal
auditors are aimed at assisting the Board in evaluating the adequacy and effectiveness of risk
management, internal controls and governance processes.
The IA function would submit a report to the AC on its findings and actions to be taken by
Management. Key findings would also be highlighted at AC meetings for discussion andfollow-up actions. The AC monitors the timely and proper implementation of the required
corrective, preventive or improvement measures to be undertaken by Management.
The IA function has unrestricted access to the AC as well as the documents, records, properties
and personnel of the Company and the Group, where relevant to their work. The IA reportsfunctionally to the AC and administratively to Management. The AC also reviews and approves
the annual internal audit plans and resources prepared by the IA to ensure that there are
adequate resources to perform the IA functions. The AC approves the hiring, removal andevaluation of the Head of IA.
On an annual basis, the AC has also reviewed and is satisfied with the adequacy and effectivenessof the Group’s IA function and that the IA function has maintained its independence from theactivities that they audit.

057

Virtual Realities, Human Connections

Corporate Governance
SHAREHOLDER RIGHTS AND ENGAGEMENT
Principle 11:

Shareholder Rights and Conduct of General Meetings

Principle 12:

Engagement with Shareholders

Principle 13:

Engagement with Stakeholders
Disclosure of Information on a Timely Basis
The Company is committed to treat all shareholders fairly and equitably, through open andnon-discriminatory communication. The Company keeps its shareholders adequately informedof the changes in its business performance and prospects which may materially affect theprice or value of the Company’s shares.
The Company ensures that all material and price sensitive information which may affect theprice or value of the Company’s shares is disseminated to the public on a comprehensive,
accurate and timely basis via SGXNet and not selectively disclosed.
Prior to Completion of the Business Combination, VTAC has been providing quarterly updates
on the utilisation of cash pursuant to Rule 754(3) of the SGX-ST Listing Manual. The Company
also announces its financial statements for half year and full year in compliance with Rule 705of the SGX-ST Listing Manual.
The Board provides shareholders with a comprehensive and balanced assessment of theCompany’s performance, position and prospects where applicable on a half year and full year
basis when it releases its results through the SGXNet and the Company’s website.
Financial results for the first half of the year are released no later than 45 days from the endof the reporting period. Annual financial results for the full year are released within 60 days
from the financial year-end.
Other price-sensitive information is disseminated to shareholders through announcements
via SGXNet, press releases and the Company’s website, whenever necessary.
The Company also observes obligations of continuing disclosure under the SGX-ST Listing
Manual. The Company has received signed undertakings from all its Directors and Executive
Officers pursuant to Rule 720(1) of the SGX-ST Listing Manual.
Conduct of General Meetings
General meetings will be convened at least once a year. Shareholders are given the opportunity
to submit questions and concerns to the Directors, Management and external auditor inadvance of the AGM. The Company will address all substantial and relevant questions received
from shareholders prior to the AGM via SGXNet and on the Company’s website or during theAGM. At each general meeting, each distinct issue is proposed as a separate resolution.
In accordance with the Company’s M&AA, unless CDP specifies otherwise in a written noticeto the Company, CDP shall be deemed to have appointed as CDP’s proxies, each of the
Depositors who are individuals and whose names are shown in the records of CDP, as at atime not earlier than 48 hours prior to the time of the relevant general meeting, supplied by
CDP to the Company. Therefore, Depositors who are individuals can attend and vote at thegeneral meetings of our Company without the lodgement of any proxy form. Depositors who
cannot attend a meeting personally may enable their nominees to attend as CDP’s proxies bycompleting and returning appropriate proxy forms. Depositors who are not individuals canonly be represented at a general meeting of the Company if their nominees are appointed
by CDP as CDP’s proxies. Proxy forms appointing nominees of Depositors as proxies of CDP
would need to be executed by CDP as member and must be deposited at the place and within
the time frame specified by the Company to enable the nominees to attend and vote at therelevant general meeting of the Company.

058

17LIVE Group Limited - Annual Report 2023

All votes on the resolutions tabled at the AGM will be voted by proxy on a one share, one votebasis. All resolutions tabled at the AGM would be voted by poll and counted based on the proxyforms that were submitted to the Company at least 48 hours before the Meeting, either by
post or via email. An independent scrutineer firm is also appointed to validate the votes foreach general meeting. The results of all votes for and against each resolution are tallied andinstantaneously displayed at the meeting. The voting results will be announced via SGXNet
following each general meeting.
The Company Secretary prepares minutes of general meetings which include the Company’s
responses to the questions received from shareholders. These minutes are made available toshareholders via SGXNet and on the Company’s website.
Stakeholders Engagement
The Company has a dedicated Investor Relations (“IR”) team which focuses on maintaining
frequent interactions with the investment community in the form of meetings, investor
roadshows, conference calls and results briefings. During the financial year under review, theIR team engaged close to 100 Singapore and foreign investors via conference calls and/or
meetings.
In addition, the IR team attends to queries or concerns from the investment community in atimely manner. Feedback and views received from them are also conveyed to Managementby the IR team. The IR team is contactable at investor@17.live.
Apart from the SGXNet, the investment community can also access announcements, half-yearlyfinancial reports, annual reports, investor presentations, operational and financial updates andother corporate information on the dedicated Investor Relations section of the Company’s
website at https://about.17.live/investor-relations/. Our announcements are also disseminatedby electronic mail to our subscribers in the form of news alerts, allowing investors to keep
abreast of our latest performance and developments.
Pursuant to paragraph 6.3 of Practice Note 7.6 of the SGX-ST Listing Manual, the Company
may issue its sustainability report within 12 months from the Completion of the Business
Combination.
Sustainability
The Company will be issuing its first sustainability report for FY2023 in due course to keep
stakeholders informed on the commitment made by the Company in fostering the creationof long-term value for the stakeholders and sustainable development of the global economy.
Dividend Policy
The Company does not have a fixed dividend policy.
No dividends have been paid to shareholders to date (i) as there was no intention to pay cash
dividends before the completion of the Company’s initial business combination; and (ii) the
Company needs to conserve cash for business growth and expansion after the Completion of
the Business Combination.

059

Virtual Realities, Human Connections

Corporate Governance
ADDITIONAL INFORMATION
Dealing in Securities
The Company has adopted and issued an internal compliance code on securities transactions, which provides
guidance and internal regulations pertaining to dealings in the Company’s securities by the Company, its
Directors and officers.
According to the Company’s internal compliance code, the Company, its Directors and officers of the Company
are prohibited from dealing in the Company’s securities during the “closed period”, which is defined as follows:•

the period commencing two weeks before the announcement of the Company’s financial and businessupdates for the first and third quarters of its financial year; and•the period commencing one month before the announcement of the Company’s financial statements
for its half year and full financial year.

Directors and officers are also advised to adhere to the following at all times:(a)observe insider trading laws and not to deal in the Company’s securities while in possession of any
unpublished material price-sensitive information; and(b)

not to deal in the Company’s securities on short-term considerations.

In addition, Directors are required to report to the Company Secretary within two business days wheneverthey deal in the Company’s securities and the latter will make the necessary announcements in accordancewith the requirements of the SGX-ST Listing Manual.
Interested Person Transaction
To ensure that interested person transactions are conducted on normal commercial terms and will not be
prejudicial to the interests of the Company and its minority shareholders, the Company has adopted internal
guidelines and procedures for the review and approval of transactions with interested persons as disclosed
on pages 323 and 324 of the Circular to Shareholders dated 9 November 2023. All transactions with interested
persons were monitored closely and reported in a timely manner to the AC for its review.
Before the Business Combination
Administrative Services Agreement
Pursuant to the terms of the Administrative Services Agreement, VVMPL will provide to the Company, among
others, (a) legal and regulatory compliance support; (b) support services in sourcing and evaluating suitabletarget companies for the initial business combination (which includes research on and analysis of: (i) potential
targets identified by the Company; (ii) the industry/market in respect of the potential targets identified by
the Company; and (iii) the competitive landscape in relation to (i) and (ii)); (c) general administration services
in relation to the Company’s business operations, such as corporate administration, finance and accounting
services, human resources and payroll support, information systems management and maintenance, end-user
support, local area networks management, help desks, information technology security operations, business
continuity planning and record-keeping; (d) assistance with coming up with and implementing suitable risk
management policies and monitoring, assessing and managing risk in accordance with such policies on an
on-going basis; and (e) making available office space to our Company (collectively, the “Support Services”).
In addition, VVMPL also seconded two (2) employees, namely Mr Jiang Honghui and Mr Sito Tuck Wai, toperform the roles of our CEO and our CFO on a full-time and part-time basis respectively (collectively, the“Secondment”). During the term of the Administrative Services Agreement, the Company will pay VVMPL anannual fee of S$100,000 and S$200,000 for the Support Services and the Secondment respectively (the “Service
Fees”). In particular, the annual fee for the Support Services is a notional amount charged by VVMPL and istherefore not on normal commercial terms or comparable to fees that the Company would otherwise pay toother services providers of a similar standing if they were to provide similar services to us and the annual fee for
the Secondment is based on an estimation of approximately 25% of the aggregate annual remuneration of therelevant persons being seconded. The Service Fees are payable quarterly in advance in four equal instalments

060

17LIVE Group Limited - Annual Report 2023

per annum and pro-rated accordingly for any partial calendar quarter. The Service Fees is paid through thegross proceeds raised from the Company’s issuance and allotment of the Private Placement Warrants pursuant
to the Private Placement Warrants Purchase Agreement. For the avoidance of doubt, the payment of such
Service Fees will not reduce the amounts available to be returned or distributed to Shareholders in the event
an initial business combination is not consummated.
Although the Administrative Services Agreement was not entered into on an arm’s length basis and on normal
commercial terms as the fees paid to VVMPL were not comparable to the fees that we would otherwise have
paid to other service providers of a similar standing if they were to provide similar services to us, the AC is of
the view that it is not prejudicial to our interests and the interests of our minority Shareholders.
Other than recurring fees under the Administrative Services Agreement, there are no other interested persontransactions during the financial period from 1 January 2023 to 7 December 2023.
After the Business Combination
There were no interested person transactions between 8 December 2023 to 31 December 2023.
Material Contracts
Save as disclosed on page 342 of Circular to Shareholders dated 9 November 2023, there are no othermaterial contracts entered into by the Company involving the interests of the CEO, any Director or controllingshareholder, which are either subsisting at the end of the financial year or if not then subsisting, entered into
since the end of the previous financial year ended 31 December 2022.
UPDATE ON UTILISATION OF PROCEEDS
As at the date of this report, the Company wishes to provide an update on utilisation of proceeds raised by theCompany from its initial public offering and PIPE financing pursuant to the business combination (including
any interests and income derived from such proceeds in the Company’s escrow account). The Company paid
an aggregate of approximately S$7,093,000 (equivalent to US$5,257,000) mainly to its advisors in relation tofees incurred by the Company arising from the business combination.
The Company intends to utilise the remaining proceeds of approximately S$81,440,000 (equivalent to
US$61,897,000) for general working capital expenses and for such other uses as disclosed in the shareholders’circular of VTAC dated 9 November 2023.

061

Virtual Realities, Human Connections

Directors’ Statement
The directors hereby present their statement to the members together with the audited consolidated financial
statements of 17LIVE Group Limited (formerly known as Vertex Technology Acquisition Corporation Ltd)(the “Company”) and its subsidiary companies (collectively, the “Group”) and the balance sheet and statementof changes in equity of the Company for the financial year ended 31 December 2023.
Opinion of the directors
In the opinion of the directors,(i)the consolidated financial statements of the Group and the balance sheet and statement of changes
in equity of the Company are drawn up so as to give a true and fair view of the financial position of theGroup and of the Company as at 31 December 2023 and the financial performance, changes in equity
and cash flows of the Group and changes in equity of the Company for the financial year ended on that
date; and(ii)

at the date of this statement there are reasonable grounds to believe that the Company will be able topay its debts as and when they fall due.

Directors
The directors of the Company in office at the date of this statement are:Phua Jiexian, Joseph
Akio Tanaka
Tan Hup Foi
Steve Lai Mun Fook
Hideto Mizuno
Chen Xiuling(Appointed on 7 December 2023)(Appointed on 7 December 2023)(Appointed on 7 December 2023)(Appointed on 7 December 2023)

Steve Lai Mun Fook and Tan Hup Foi who are eligible to retire in accordance with Article 28.2 of the Company’s
Articles of Association, have offered themselves for re-election.
Arrangements to enable directors to acquire shares and debentures
Neither at the end of nor at any time during the financial year was the Company a party to any arrangement
whose objects are, or one of whose objects is, to enable the directors of the Company to acquire benefits bymeans of the acquisition of shares or debentures of the Company or any other body corporate.

062

17LIVE Group Limited - Annual Report 2023

Directors’ interests in shares and debentures
The following directors, who held office at the end of the financial year, had, according to the register of
directors’ shareholdings kept by the Company, an interest in shares of the Company as stated below:
Direct interest
Deemed interest
At beginning
At beginningof theof thefinancial year
At endfinancial year
At endor date ofof theor date ofof theappointment financial year appointment financial year

Name of director
Ordinary shares of the Company
Phua Jiexian, Joseph
Akio Tanaka

–
–

–
–

–
–

16,055,627(1)19,453,132(2)There was no change in any of the above-mentioned interests in the Company between the end of the financial
year and 21 January 2024.
Notes:(1)

Phua Jiexian, Joseph holds 100% shareholding in Dragon Alexander Limited. Accordingly, he is deemed to be interested in the sharesof the Company held by Dragon Alexander Limited by virtue of Section 4 of the Securities and Futures Act 2001 of Singapore.

(2)

Akio Tanaka holds 100% shareholding in Growth Tree Ltd, which holds 100% shareholding in Infinity e ventures Asia III (GP), Ltd.
Infinity e ventures Asia III (GP), Ltd. Is the general partner of Infinity e Ventures Asia III L.P. and has the authority to exercise control ofthe disposal over the shares held by Infinity e Ventures Asia III L.P. pursuant to the limited partnership agreement.
Accordingly, Akio Tanaka is deemed to be interested in the shares of the Company held by Infinity e Ventures Asia III L.P. by virtue ofSection 4 of the Securities and Futures Act 2001 of Singapore.

Except as disclosed in this report, no director who held office at the end of the financial year had interests
in shares, share options, warrants or debentures of the Company, or of related corporations, either at the
beginning of the financial year, or date of appointment if later, or at the end of the financial year.
Share options
The Company has in place an Employee Share Option Plan and an Executive Incentive Scheme (collectively
known as the “Schemes”). The two Schemes are administered by the Remuneration Committee (“RC”),
comprising Messrs Steve Lai Mun Fook, Tan Hup Foi and Hideto Mizuno. Salient details of the ESOP and EIS
are as follows:(a)

Employee Share Option Plan
(i)

(ii)

The Employee Share Option Plan (“ESOP”) was approved on 1 December 2023. The following
persons are eligible to participate in the ESOP, at the absolute discretion of the RC:
1)Highly qualified employees who hold such rank as may be designated by the RC from time
to time; and2)

Non-Employee Directors of the Company

The total number of new shares authorised to be issued pursuant to the awards awarded under
the ESOP shall not exceed 2,114,891 shares or such other number of shares as may be authorisedby the Board or the RC, which shall not, in any event, exceed 15.0% of the total number of issued
shares (excluding shares held by the Company as treasury shares, if any) when aggregated with(a) the total number of shares issued and/or to be issued pursuant to Awards3 already awarded
under the ESOP; and (b) the aggregate number of shares over which options or awards are
granted under any other share option scheme or share schemes of the Company. Shares issued
under the ESOP shall consist in whole or in part of authorised but unissued shares, treasury shares,or shares purchased on the open market or otherwise, all as determined by the Company fromtime to time.

063

Virtual Realities, Human Connections

Directors’ Statement
Share options (continued)(a)

Employee Share Option Plan (continued)(iii)

The aggregate number of shares which may be issued pursuant to Awards3 awarded under the
ESOP to Grantees who are Associates2 of Controlling Shareholders1 shall not exceed 25.0% of thetotal number of shares available under the ESOP preceding the grant of the relevant new shares.
The aggregate number of shares which may be issued pursuant to Awards3 awarded under the
ESOP to each Grantee who is an Associate2 of a Controlling Shareholder1 shall not exceed 10.0%of the total number of shares available under the ESOP preceding the grant of the relevant newshares.

(iv)

Awards3 may be granted either alone or in addition to, in tandem with, or in substitution or
exchange for, any other Award1 or any award granted under another plan of the Company, any
Affiliate4, or any business entity to be acquired by the Company or an Affiliate4, or any other rightof a Grantee to receive payment from the Company or any Affiliate4. Such additional, tandem,
substitute or exchange Awards3 may be granted at any time. If an Award1 is granted in substitution
or exchange for another Award1, the Board shall have the right to require the surrender of suchother Award1 in consideration for the grant of the new Award1.

(v)

Each option shall become exercisable at such times and under such terms and conditions(including, without limitation, performance requirements) as may be determined by the Boardand stated in the Award Agreement, provided that the options may be exercisable only after one
year from the date of grant. No option may be exercised for a fraction of a share.

(vi)

Each option shall terminate, and all rights to purchase shares thereunder shall cease, upon the
expiration of the Option term determined by the Board and stated in the Award Agreement not
to exceed ten years from the Grant Date, or under such circumstances and on any date before ten
years from the Grant Date as may be set forth in the ESOP or as may be fixed by the Board andstated in the related Award Agreement; provided, however, that in the event that the Grantee is a
Ten Percent Shareholder, an Option granted to such Grantee that is intended to be an Incentive
Stock Option at the Grant Date shall not be exercisable after the expiration of five years from its
Grant Date.

(vii)

No Awards3 have been granted to the Grantees under the ESOP since the commencement of the
ESOP till the end of the financial year ended 31 December 2023.

Notes:
1

Controlling Shareholder refers to a person who (a) holds directly or indirectly 15.0% or more of the total number of issued shares (excluding
treasury shares and subsidiary holdings, if any) in the Company (unless the SGX-ST determines otherwise); or (b) in fact exercises control
over the Company, as defined under the Listing Manual

2

Associate in relation to:(a)any Director, chief executive officer, Substantial Shareholder or Controlling Shareholder (being an individual) means (i) his
immediate family; (ii) the trustees of any trust of which he or his immediate family is a beneficiary or, in the case of a discretionary
trust, is a discretionary object; and (iii) any company in which he and his immediate family together (directly or indirectly) havean interest of 30.0% or more;(b)a Substantial Shareholder or a Controlling Shareholder (being a company) means any other company which is its subsidiaryor holding company or is a subsidiary of such holding company or one of the equity of which it and/or such other company orcompanies taken together (directly or indirectly) have an interest of 30.0% or more.

3Award means a grant, under the ESOP, of an Option, Stock Appreciation Rights (“SARs”), Restricted Shares, Restricted Stock Units (“RSUs”),
Other Stock-based Award (Awards consisting of share units, or other awards, valued in whole or in part by reference to, or otherwise
based on, shares, other than Options, SARs, Restricted Stock and RSUs) or cash award.

4

Affiliate means an entity in which the Company has a controlling interest, directly or indirectly through one or more intermediaries.

064

17LIVE Group Limited - Annual Report 2023

Share options (continued)(b)

Executive Incentive Scheme(i)

The Executive Incentive Scheme (“EIS”) was approved on 1 December 2023. At the absolute
discretion of the RC, the Key Executives who are members of the management team of theCompany as confirmed by the RC, are eligible to participate in the EIS (the “Grantees”).

(ii)

The total number of Shares authorised to be issued pursuant to Awards awarded under the
Scheme shall not exceed 2,550,000 shares, which shall not, in any event, exceed 15.0% of the total
number of issued shares (excluding shares held by the Company as treasury shares, if any) whenaggregated with (a) the total number of Shares issued and/or to be issued pursuant to Awards1
already awarded under the Scheme; and (b) the aggregate number of shares over which Restricted
Stock Units (“RSUs”) are granted under any other share option scheme or share schemes of theCompany. Shares issued under the EIS shall consist in whole or in part of authorised but unissued
shares, treasury shares, or shares purchased on the open market or otherwise, all as determinedby the Company from time to time.

(iii)

Awards1 may be granted either alone or in addition to, in tandem with, or in substitution or
exchange for, any other Award1 or any award granted under another plan of the Company, any
Affiliate2, or any business entity to be acquired by the Company or an Affiliate2, or any other rightof a Grantee to receive payment from the Company or any Affiliate2. Such additional, tandem,
substitute or exchange Awards1 may be granted at any time. If an Award1 is granted in substitution
or exchange for another Award1, the Board shall have the right to require the surrender of suchother Award1 in consideration for the grant of the new Award1.

(iv)

The EIS shall be effective as of 1 December 2023 and be terminated automatically on the three-year
anniversary of 1 December 2023.

(v)

The Awards 1 were granted to the Grantees under the EIS during the financial year ended
31 December 2023, subject to the satisfaction of certain key performance indicators. The following
Grantees were granted 5% or more of the total number of Awards1 under the EIS:
12
34

Phua Jiexian, Joseph
Lien, Chien-Lin3
Ng Jing Shen
Kenta Masuda

Chairman and Global Chief Executive Officer
Former Global Chief Executive Officer
Global Chief Technology Officer
Global Chief Financial Officer

Notes:
1

Award means a grant, under the EIS, of an RSU.

2

Affiliate means an entity in which the Company has a controlling interest, directly or indirectly through one or more intermediaries.

3

On 26 January 2024, Mr. Phua Jiexian, Joseph was reappointed as Global Chief Executive Officer which followed the cessation of Mr. Lien,
Chien-Lin as Global Chief Executive Officer on the same date, resulting in the forfeiture of all Awards granted to Mr. Lien, Chien-Lin asof 26 January 2024.

065

Virtual Realities, Human Connections

Directors’ Statement
Audit Committee
The Audit Committee is tasked with performing the functions specified in the Act in respect of audit
committees. The Corporate Governance Report contains information relating to the responsibilities of the
Audit Committee.
AuditorErnst & Young LLP have expressed their willingness to accept re-appointment as auditor.

On behalf of the Board of Directors,

Phua Jiexian, Joseph
Director

Akio Tanaka
Director
27 March 2024066

17LIVE Group Limited - Annual Report 2023

Independent Auditor’s Report
For the ﬁnancial year ended 31 December 2023

Report on the audit of the financial statements
OpinionWe have audited the financial statements of 17LIVE Group Limited (formerly known as Vertex Technology
Acquisition Corporation Ltd) (the “Company”) and its subsidiary companies (collectively, the “Group”), which
comprise the balance sheets of the Group and the Company as at 31 December 2023, the statements ofchanges in equity of the Group and the Company and the consolidated statement of comprehensive income
and consolidated cash flow statement of the Group for the financial year then ended, and notes to the financial
statements, including material accounting policy information.
In our opinion, the accompanying consolidated financial statements of the Group, the statement of financial
position and the statement of changes in equity of the Company are properly drawn up in accordance with
International Financial Reporting Standards (“IFRS”) so as to give a true and fair view of the consolidated
financial position of the Group and the financial position of the Company as at 31 December 2023 and of theconsolidated financial performance, consolidated changes in equity and consolidated cash flows of the Groupand changes in equity of the Company for the period ended on that date.
Basis for Opinion
We conducted our audit in accordance with Singapore Standards on Auditing (“SSAs”). 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 Group in accordance with the Accounting andCorporate Regulatory Authority (“ACRA”) Code of Professional Conduct and Ethics for Public Accountants andAccounting Entities (“ACRA Code”) together with the ethical requirements that are relevant to our audit of thefinancial statements in Singapore, and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the ACRA Code. We believe that the audit evidence we have obtained is sufficientand appropriate to provide a basis for our opinion.
Key Audit Matter
Key audit matters are those matters that, in our professional judgement, were of most significance in our auditof the financial statements of the current year. 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. For the matter below, our description of how our audit addressed the matter isprovided in that context.
We have fulfilled our responsibilities described in the Auditor’s Responsibilities for the Audit of the Financial
Statements section of our report, including in relation to the matter. Accordingly, our audit included theperformance of procedures designed to respond to our assessment of the risks of material misstatement of
the financial statements. The results of our audit procedures, including the procedures performed to address
the matter below, provide the basis for our audit opinion on the accompanying financial statements.

067

Virtual Realities, Human Connections

Independent Auditor’s Report
For the ﬁnancial year ended 31 December 2023

Key Audit Matter (continued)
Impairment assessment of goodwill
As at 31 December 2023, the Group has net carrying value of goodwill amounting to US$24.0 million. The
goodwill arose from the acquisition of 17LIVE Japan Inc. We considered the audit of management’s impairment
assessment of goodwill to be a key audit matter because the assessment process involves management
exercising significant judgement and making assumptions of future market and economic conditions.
We evaluated the appropriateness of the cash-generating unit (“CGU”) identified by management based on
our knowledge of the business acquisition giving rise to the goodwill and our understanding of the current
business of the Group.
As part of our audit procedures, we assessed the valuation methodology and the reasonableness of key
assumptions used to estimate the recoverable amount of the CGU by comparing them to historicalperformance of the CGU, industry outlook and analyst reports. The key assumptions include revenue growth
rates, discount rate and terminal growth rate. We considered the robustness of management’s budgeting
process by comparing the actual financial performance against previously forecasted results and evaluatedthe revenue growth rates by comparing them to recent and actual performance and market data. Our internalvaluation specialists assisted us in reviewing the reasonableness of the discount rate and terminal growth rate.
We performed sensitivity analysis, focusing on how reasonable changes in the key assumptions could impact
the estimation of the recoverable amount of the CGU.
We also reviewed disclosures set out in Note 14 to the financial statements.
Other Information
Management is responsible for the other information. The other information comprises the information
included in the annual report, but does not include the financial statements and our auditor’s report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any formof 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 wehave 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.
Responsibilities of Management and Directors for the Financial Statements
Management is responsible for the preparation of financial statements that give a true and fair view inaccordance with the provisions of the Act and IFRS, and for devising and maintaining a system of internal
accounting controls sufficient to provide a reasonable assurance that assets are safeguarded against loss
from unauthorised use or disposition; and transactions are properly authorised and that they are recorded asnecessary to permit the preparation of true and fair financial statements and to maintain accountability ofassets.
In preparing the financial statements, management is responsible for assessing the Group’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 management either intends to liquidate the Group or to cease operations, or has
no realistic alternative but to do so.
The directors’ responsibilities include overseeing the Group’s financial reporting process.

068

17LIVE Group Limited - Annual Report 2023

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 freefrom material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes ouropinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conductedin accordance with SSAs will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with SSAs, we exercise professional judgement and maintain professional
scepticism throughout the audit. We also:•

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

•

Obtain an understanding of internal control relevant to the audit in order to design audit proceduresthat are appropriate in the circumstances, but not for the purpose of expressing an opinion on theeffectiveness of the Group’s internal control.

•

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.

•

Conclude on the appropriateness of management’s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events orconditions that may cast significant doubt on the Group’s ability to continue as a going concern. If weconclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to
the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause the Group to cease to continue as a going concern.

•

Evaluate the overall presentation, structure and content of the financial statements, including thedisclosures, and whether the financial statements represent the underlying transactions and events ina manner that achieves fair presentation.

•

Obtain sufficient appropriate audit evidence regarding the financial information of the entities orbusiness activities within the Group to express an opinion on the consolidated financial statements.
We are responsible for the direction, supervision and performance of the group audit. We remain solely
responsible for our audit opinion.

We communicate with the directors regarding, among other matters, the planned scope and timing of theaudit and significant audit findings, including any significant deficiencies in internal control that we identify
during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the directors, we determine those matters that were of most significancein the audit of the financial statements of the current period and are therefore the key audit matters. We
describe these matters in our auditor’s report unless law or regulation precludes public disclosure about thematter or when, in extremely rare circumstances, we determine that a matter should not be communicatedin our report because the adverse consequences of doing so would reasonably be expected to outweigh the
public interest benefits of such communication.

069

Virtual Realities, Human Connections

Independent Auditor’s Report
For the ﬁnancial year ended 31 December 2023

Report on Other Legal and Regulatory Requirements
In our opinion, the accounting and other records required by the Companies Act 1967 to be kept by thesubsidiary company incorporated in Singapore of which we are the auditor have been properly kept inaccordance with the provisions of the Act.
The engagement partner on the audit resulting in this independent auditor’s report is Sharon Peh.

Ernst & Young LLP
Public Accountants andChartered Accountants
Singapore
27 March 2024070

17LIVE Group Limited - Annual Report 2023

Consolidated Statement of Comprehensive Income
For the ﬁnancial year ended 31 December 2023

(Expressed in United States Dollars)

NoteOperating revenue
Cost of revenue

4
5

278,927(163,978)363,718(237,569)

114,949

126,149(52,980)(24,030)(24,189)(64,311)(24,402)(27,312)(101,199)(116,025)

13,75010,1248
8(245,681)(12,951)(55,860)3,045

9(258,632)(110)(52,815)(172)(258,742)(52,987)(244,992)(2,923)(42,863)(8,154)(247,915)(51,017)711(3,951)Gross profit
Operating expenses
Selling expenses
General and administrative expenses
Research and development expenses
Total operating expenses

6

Operating income
Non-operating income and expenses
Other gains and losses– Revaluation loss on financial liabilities– Others
Finance costs
Total non-operating income and expenses
Loss before income tax
Income tax expense

10

Loss for the year, attributable to owners of the Company
Other comprehensive income:Items that may be reclassified to profit or loss
Foreign currency translation
Items that will not be reclassified to profit or loss
Change in credit risk of financial liabilities at fair value throughprofit or loss
Other comprehensive income for the year, net of tax
Total comprehensive income for the year, attributable to ownersof the Company
Earnings per share attributable to owners of the Company (US$)
Basic and diluted

Group
2023
2022
US$’000
US$’000

11

(21)

1

690

(3,950)(247,225)(54,967)(6.14)(2.26)

The accompanying accounting policies and explanatory notes form an integral part of the consolidated
financial statements.

071

Virtual Realities, Human Connections

Balance Sheets
As at 31 December 2023

(Expressed in United States Dollars)

Note
ASSETS
Non-current assets
Property, plant and equipment
Right-of-use assets
Intangible assets
Deferred tax assets
Investment in subsidiary
Security deposits

12
13
14
15
16
17

Total non-current assets
Current assets
Short term investment
Prepaid operating expenses
Other current assets
Trade and other receivables
Cash and cash equivalents

18
19
20
21

Group
2023
2022
US$’000
US$’000

Company2023
2022
US$’000
US$’000

1,048
5,328
24,425
3,513
–
4,261

796
1,848
26,543
1,538
–
3,696

–
–
–
–
471,360
–

–
–
–
–
–
–

38,57534,421

471,360

–

–
2,701
862
19,317
102,688

–
3,370
2,326
24,054
39,259––––67,154

157,559
7
–
–
2,725

Total current assets

125,568

69,00967,154160,291

Total assets

164,143

103,430

538,514160,29122
456,7496,034

59,044
7,274

5,102
–

401
–

23
24

1,079
–
2,466
2,092
1,412
233

211,102
–
5,256
920
893
107

1,079
–
481
–
–
–

2,122
131,038
263–––

LIABILITIESCurrent liabilities
Trade and other payables
Contract liabilities
Financial liabilities at fair value
through profit or loss
Redeemable shares
Income tax payable
Lease liabilities
Provisions
Other current liabilities

13

Total current liabilities

70,065284,596

6,662

133,824

Net current assets/(liabilities)

55,503(215,587)

60,492

26,467

1
2,593
913

856
1,012
164

–
–
–

–
–
–

Total non-current liabilities

3,507

2,032

–

–

Total liabilities

73,572286,628

6,662

133,824

Net assets/(liabilities)

90,571(183,198)

531,852

26,467

13
557,045(11,756)(454,731)

4
25,409(2,010)(206,601)13
523,177
9,080
(418)

–(i)
21,964199
4,304

Total equity

90,571(183,198)

531,852

26,467

Total liabilities and equity

164,143

103,430

538,514160,291

Non-current liabilities
Deferred tax liabilities
Lease liabilities
Provisions

EquityShare capital
Share premium
Other reserves
Accumulated (deficit)/profits

(i)

15
13

26
27
28

Balance is below US$1,000

The accompanying accounting policies and explanatory notes form an integral part of the financial
statements.

072

17LIVE Group Limited - Annual Report 2023

Statements of Changes in Equity
For the ﬁnancial year ended 31 December 2023

(Expressed in United States Dollars)

Note
Group
2022
At 1 January 2022
Loss for the year
Other comprehensive income:Change in credit risk of financial
liabilities at fair value throughprofit or loss
Foreign currency translation
Other comprehensive income forthe year, net of tax
Total comprehensive income forthe yearIssuance of restricted share units25

At 31 December 2022
2023
At 1 January 2023
Loss for the year
Other comprehensive income:Change in credit risk of financial
liabilities at fair value throughprofit or loss
Foreign currency translation
Other comprehensive income forthe year, net of tax
Total comprehensive income forthe yearIssuance of restricted share units
Share-based payments
Issuance of ordinary shares inrelation to Business Combination,
net of issuance costs
Conversion of preference shares
Repurchase of restricted share
units and share options
Reclassification of change in credit
risk on redemption of preference
sharesAt 31 December 2023

25

Share
capital
US$’000

Share
premium
US$’000

Other
reserves
US$’000

Accumulated
deficit
US$’000

Total
equityUS$’000

4–

25,409–1,100–(155,584)(51,017)(129,071)(51,017)

–
–

–
–

1
(3,951)––

1(3,951)––(3,950)–(3,950)––(3,950)(51,017)(54,967)

–

–

840

–

840

4

25,409(2,010)(206,601)(183,198)

4–

25,409–(2,010)–(206,601)(247,915)(183,198)(247,915)

–
–

–
–

(21)
711

–
–

(21)
711

–

–

690

–

690

–

–

690

(247,915)(247,225)–
1–
10,3391,609(10,340)

–
–

1,609
–

1
7

63,598457,699––––

63,599457,706––(1,920)–(1,920)

–

–

215

(215)

–

13

557,045(11,756)(454,731)

90,571

The accompanying accounting policies and explanatory notes form an integral part of the financial
statements.

073

Virtual Realities, Human Connections

Statements of Changes in Equity
For the ﬁnancial year ended 31 December 2023

(Expressed in United States Dollars)NoteCompany2022
At 1 January 2022
Profit for the year
Other comprehensive income:
Foreign currency translation

Accumulated(deficit)/
profits
US$’000

Sharecapital
US$’000

Share
premium
US$’000

Other
reserves
US$’000

Total
equityUS$’000

–(i)
–

–
–

–(i)
–

(982)
5,286

(982)
5,286

–

–

199

–

199

Other comprehensive income forthe year, net of tax

–

–

199

–

199

Total comprehensive income forthe year

–

–

199

5,286

5,485

–(i)

–

–

–

–(i)

–(i)

21,964––

21,964

At 31 December 2022–

(i)

21,964199

4,304

26,467Company2023
At 1 January 2023
Loss for the year
Other comprehensive income:
Foreign currency translation–(i)–

21,964
–

199
–

4,304
(4,722)

26,467(4,722)Forfeiture of 1 ordinary share of
S$0.0001 par value
Issuance of 6,000,000 ordinary
shares (Sponsor IPO Shares) of
S$0.0001 par value

26

–

–

8,881

–

8,881

Other comprehensive income forthe year, net of tax

–

–

8,881

–

8,881

Total comprehensive income forthe year

–

–

8,881

(4,722)4,159

Issuance of ordinary shares andwarrants in relation to Business
Combination
At 31 December 2023

26

13501,213––501,226

13

523,177

9,080

(418)

531,852

The accompanying accounting policies and explanatory notes form an integral part of the financial
statements.

074

17LIVE Group Limited - Annual Report 2023

Consolidated Statement of Cash Flows
For the ﬁnancial year ended 31 December 2023

(Expressed in United States Dollars)

Note
Cash flows from operating activities
Loss before income tax
Adjustments for:
Depreciation expense
Amortisation expense
Loss on disposal of property, plant and equipment
Share-based payments
Revaluation loss on financial liabilities
Finance costs
Gain on termination of leases
Accrued fees in relation to the Business Combination
Listing expense

8
25
8
9
8
2.2

Group
2023
2022
US$’000
US$’000(244,992)(42,863)

2,342
2,277
333
1,609
245,681
110
(4)
7,879
870

2,591
2,301
995
840
55,860
172
(339)
–
–

Operating cash flows before changes in working capital
Changes in working capital
Trade and other receivables
Prepaid operating expenses
Other current assets
Trade and other payables
Other current liabilities
Contract liabilities
Provisions

16,105

19,557

4,181
668
1,464
(9,087)126(1,240)365

10,1891,088
107(23,709)(94)(2,709)(881)

Cash flows from operations
Interest paid
Income tax paid

12,582–(9,268)3,548(4)(14,008)

Net cash flows generated from/(used in) operating activities

3,314(10,464)–(1,095)
(193)
(565)
(651)

109
(438)
(468)
(51)
–

(2,504)(848)(1,698)–(1,920)(2,854)(1,167)–65,625
(110)

–
(164)

Investing activities
Decrease in financial assets at fair value through profit or loss
Purchase of property, plant and equipment
Purchase of intangible assets
Increase in security deposits
Net cash outflow on disposal of a subsidiary

12
14
16

Net cash flows used in investing activities
Financing activities
Repayments of principal portion of lease liabilities
Repayment of loans and borrowings
Repurchase of restricted share units and share options
Proceeds received in relation to the Business Combination, net ofissuance costs
Interest paid

25

Net cash flows generated from/(used in) financing activities

61,897(4,185)

Net increase/(decrease) in cash and cash equivalents
Net foreign exchange difference
Cash and cash equivalents at beginning of financial year

62,707722
39,259(15,497)(4,335)59,091

102,688

39,259Cash and cash equivalents at end of financial year

21

The accompanying accounting policies and explanatory notes form an integral part of the financial
statements.

075

Virtual Realities, Human Connections

Notes to the Financial Statements
For the ﬁnancial year ended 31 December 2023

1.

CORPORATE INFORMATION
17LIVE Group Limited (the “Company”) (formerly Vertex Technology Acquisition Corporation Ltd andreferred to as VTAC when describing the period prior to the consummation of the Business Combination
described below) was incorporated in the Cayman Islands on 21 July 2021 under the Companies Act as a
special purpose acquisition company formed for the purpose of effecting an initial business combination.
VTAC was listed on the Singapore Exchange Securities Trading Limited (“SGX-ST”) on 20 January 2022
for the purpose of entering into a business combination within 24 months from the date of listing. On
7 December 2023 (the “Acquisition Date”), VTAC completed the acquisition of 17LIVE Inc. (“17LIVE”) andits subsidiaries (collectively, the “17LIVE Group”) (the “Business Combination”), pursuant to which VTAC
acquired all of the outstanding share capital of 17LIVE through the exchange of 17LIVE ordinary shares
for VTAC new ordinary shares.
Upon completion of the Business Combination, the Company changed its name from Vertex Technology
Acquisition Corporation Ltd to 17LIVE Group Limited.
The Company and its subsidiaries (collectively, the “Group”) are principally engaged in operating live
streaming platform which includes among other things, its business from live-commerce and Wave
App ecommerce. Information on the subsidiaries is disclosed in Note 16.

2.

MATERIAL ACCOUNTING POLICY INFORMATION

2.1

Basis of preparation
The consolidated financial statements of the Group and the balance sheet and statement of changes
in equity of the Company have been prepared in accordance with International Financial ReportingStandards (“IFRS”) as issued by the International Accounting Standards Board.
The financial statements have been prepared on the historical cost basis, except as disclosed in theaccounting policies below.
The financial statements are presented in United States Dollars (“USD” or “US$”) and all values in thetables are rounded to the nearest thousand (“US$’000”) except when otherwise indicated.

2.2

Reverse acquisition
On 7 December 2023, the Company completed its acquisition of 17LIVE and pursuant to the completion,
the Company issued 160,162,651 ordinary shares to the shareholders of 17LIVE as consideration for
the acquisition, 660,000 ordinary shares to private investment in public equity (“PIPE”) investors, and9,589,800 ordinary shares and 958,980 bonus shares to non-redeeming shareholders of VTAC.
The transaction is accounted for as a reverse acquisition and 17LIVE is regarded as the accounting
acquirer and the Company is regarded as the accounting acquiree. As such, the consolidated financial
statements have been prepared and presented as a continuation of 17LIVE Group’s financial statements.
At Group level
The cost of acquisition is determined using the fair value of the issued equity of the Company before
the acquisition, being 21,645,515 ordinary shares at the market price of S$3.88 (equivalent to US$2.89)
per share at the date of acquisition, with the cost of acquisition amounting to S$83,985,000 (equivalent
to US$62,642,000). The excess of fair value of the issued equity of the Company over the fair value of theCompany’s identifiable net assets of US$870,000 was recognised as listing expense in the consolidated
statement of comprehensive income for the financial year ended 31 December 2023.

076

17LIVE Group Limited - Annual Report 2023

2.

MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

2.2

Reverse acquisition (continued)
At Group level (continued)
Since such consolidated financial statements represent a continuation of the financial statements of
17LIVE Group:

2.3

(a)

the assets and liabilities of 17LIVE Group are recognised and measured in the consolidated balance
sheet of the Group at their pre-acquisition carrying amounts;(b)

the assets and liabilities of the Company are recognised and measured in the consolidated balance
sheet of the Group at their acquisition-date fair values;(c)the accumulated deficit and other equity balances recognised in the consolidated financial
statements are the accumulated deficit and other equity balances of 17LIVE Group immediately
before the Business Combination;(d)the amount recognised as issued equity interests in the consolidated financial statements isdetermined by adding the costs of acquisition to the issued equity of 17LIVE Group immediately
before the Business Combination. However, the equity structure appearing in the consolidated
financial statements (i.e. the number and type of equity instruments issued) reflects the equity
structure of the legal parent (i.e. the Company), including the equity instruments issued by theCompany to effect the Business Combination;(e)the consolidated statement of comprehensive income for the financial year ended 31 December
2023 reflects the full year results of 17LIVE Group together with the post-acquisition results of theCompany; and(f)the comparative figures presented in these consolidated financial statements are those of 17LIVE
Group.

Changes in accounting policies
The accounting policies adopted are consistent with those of the previous financial year except that in
the current financial year, the Group has adopted all the new and amended standards which are effective
for annual financial periods beginning on or after 1 January 2023. The adoption of these standards did
not have any material effect on the financial performance or position of the Group.

077

Virtual Realities, Human Connections

Notes to the Financial Statements
For the ﬁnancial year ended 31 December 2023

2.

MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

2.4

Standards issued but not yet effective
The Group has not adopted the following standards applicable to the Group that have been issued but
are not yet effective:
Effective forannual periods
beginning on
or after

Description
Amendments to IAS 1 Presentation of Financial Statements:
Classification of Liabilities as Current or Non-current
Amendments to IFRS 16 Leases:
Lease Liability in a Sale and Leaseback
Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial
Instruments: Supplier Finance Arrangements
Amendments to IAS 1 Presentation of Financial Statements:
Non-current Liabilities with Covenants
Amendments to IAS 21: Lack of Exchangeability

1 January 2024
1 January 2024
1 January 2024
1 January 2024
1 January 2025

The directors expect that the adoption of the standards above will have no material impact on thefinancial statements in the period of initial application.
2.5

Basis of consolidation and business combination(a)Basis of consolidation
The consolidated financial statements comprise the financial statements of the Company and its
subsidiaries as at the end of the reporting period. The financial statements of the subsidiaries usedin the preparation of the consolidated financial statements are prepared for the same reporting
date as the Company. Consistent accounting policies are applied to like transactions and eventsin similar circumstances.
Control is achieved when the Group is exposed, or has rights, to variable returns from its
involvement with the investee and has the ability to affect those returns through its power overthe investee. Specifically, the Group controls an investee if, and only if, the Group has:–Power over the investee (i.e., existing rights that give it the current ability to direct therelevant activities of the investee)–

Exposure, or rights, to variable returns from its involvement with the investee–

The ability to use its power over the investee to affect its returns

Generally, there is a presumption that a majority of voting rights results in control. To support
this presumption and when the Group has less than a majority of the voting or similar rights ofan investee, the Group considers all relevant facts and circumstances in assessing whether it has
power over an investee, including:078–

The contractual arrangement(s) with the other vote holders of the investee–

Rights arising from other contractual arrangements–

The Group’s voting rights and potential voting rights

17LIVE Group Limited - Annual Report 2023

2.

MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

2.5

Basis of consolidation and business combination (continued)(a)Basis of consolidation (continued)
The Group re-assesses whether or not it controls an investee if facts and circumstances indicatethat there are changes to one or more of the three elements of control. Consolidation of a
subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group
loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or
disposed of during the year are included in the consolidated financial statements from the datethe Group gains control until the date the Group ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income (“OCI”) are attributed to theequity holders of the parent of the Group and to the non-controlling interests, even if this results inthe non-controlling interests having a deficit balance. When necessary, adjustments are made to
the financial statements of subsidiaries to bring their accounting policies in line with the Group’s
accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows
relating to transactions between members of the Group are eliminated in full on consolidation.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as
an equity transaction.
If the Group loses control over a subsidiary, it derecognises the related assets (including goodwill),
liabilities, non-controlling interest and other components of equity, while any resultant gain orloss is recognised in profit or loss. Any investment retained is recognised at fair value.

(b)

Business combinations and goodwill
Business combinations are accounted for using the acquisition method. The cost of an acquisition
is measured as the aggregate of the consideration transferred, which is measured at acquisition
date fair value, and the amount of any non-controlling interests in the acquiree. For each businesscombination, the Group elects whether to measure the non-controlling interests in the acquiree atfair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition-related
costs are expensed as incurred and included in administrative expenses.
The Group determines that it has acquired a business when the acquired set of activities andassets include an input and a substantive process that together significantly contribute to theability to create outputs. The acquired process is considered substantive if it is critical to the ability
to continue producing outputs, and the inputs acquired include an organised workforce with thenecessary skills, knowledge, or experience to perform that process or it significantly contributes
to the ability to continue producing outputs and is considered unique or scarce or cannot be
replaced without significant cost, effort, or delay in the ability to continue producing outputs.
When the Group acquires a business, it assesses the financial assets and liabilities assumed forappropriate classification and designation in accordance with the contractual terms, economic
circumstances and pertinent conditions as at the acquisition date. This includes the separationof embedded derivatives in host contracts by the acquiree.
Any contingent consideration to be transferred by the acquirer will be recognised at fair value
at the acquisition date. Contingent consideration classified as equity is not remeasured and its
subsequent settlement is accounted for within equity. Contingent consideration classified as an
asset or liability that is a financial instrument and within the scope of IFRS 9 Financial Instruments,
is measured at fair value with the changes in fair value recognised in profit or loss in accordancewith IFRS 9. Other contingent consideration that is not within the scope of IFRS 9 is measured atfair value at each reporting date with changes in fair value recognised in profit or loss.

079

Virtual Realities, Human Connections

Notes to the Financial Statements
For the ﬁnancial year ended 31 December 2023

2.

MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

2.5

Basis of consolidation and business combination (continued)(b)Business combinations and goodwill (continued)
Goodwill is initially measured at cost (being the excess of the aggregate of the considerationtransferred and the amount recognised for non-controlling interests and any previous interest held
over the net identifiable assets acquired and liabilities assumed). If the fair value of the net assets
acquired is in excess of the aggregate consideration transferred, the Group re-assesses whether
it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews
the procedures used to measure the amounts to be recognised at the acquisition date. If thereassessment still results in an excess of the fair value of net assets acquired over the aggregate
consideration transferred, then the gain is recognised in profit or loss.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses.
For the purpose of impairment testing, goodwill acquired in a business combination is, from theacquisition date, allocated to each of the Group’s cash-generating units that are expected tobenefit from the combination, irrespective of whether other assets or liabilities of the acquiree
are assigned to those units.
Where goodwill has been allocated to a cash-generating unit (“CGU”) and part of the operation
within that unit is disposed of, the goodwill associated with the disposed operation is includedin the carrying amount of the operation when determining the gain or loss on disposal. Goodwill
disposed in these circumstances is measured based on the relative values of the disposed
operation and the portion of the cash-generating unit retained.

2.6

Foreign currency
The Group’s consolidated financial statements are presented in USD. Each entity of the Group determines
its own functional currency and items included in the financial statements of each entity are measured
using that functional currency. The Group uses the direct method of consolidation and on disposal ofa foreign operation, the gain or loss that is reclassified to profit or loss reflects the amount that arises
from using this method.
(a)Transactions and balances
Transactions in foreign currencies are initially recorded by the Group’s entities at their respectivefunctional currency spot rates at the date the transaction first qualifies for recognition. Monetary
assets and liabilities denominated in foreign currencies are translated at the functional currency
spot rates of exchange at the reporting date.
Differences arising on settlement or translation of monetary items are recognised in profit or loss
with the exception of monetary items that are designated as part of the hedge of the Group’s
net investment in a foreign operation. These are recognised in OCI until the net investment isdisposed of, at which time, the cumulative amount is reclassified to profit or loss. Tax charges andcredits attributable to exchange differences on those monetary items are also recognised in OCI.
Non-monetary items that are measured in terms of historical cost in a foreign currency aretranslated using the exchange rates at the dates of the initial transactions. Non-monetary items
measured at fair value in a foreign currency are translated using the exchange rates at the datewhen the fair value is determined. The gain or loss arising on translation of non-monetary items
measured at fair value is treated in line with the recognition of the gain or loss on the change
in fair value of the item (i.e., translation differences on items whose fair value gain or loss isrecognised in OCI or profit or loss are also recognised in OCI or profit or loss, respectively).

080

17LIVE Group Limited - Annual Report 2023

2.

MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

2.6

Foreign currency (continued)(b)Consolidated financial statements
On consolidation, the assets and liabilities of foreign operations are translated into USD at the rateof exchange prevailing at the reporting date and their statements of profit or loss are translated
at exchange rates prevailing at the dates of the transactions. The exchange differences arisingon translation for consolidation are recognised in OCI. On disposal of a foreign operation, thecomponent of OCI relating to that particular foreign operation is reclassified to profit or loss.
Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments tothe carrying amounts of assets and liabilities arising on the acquisition are treated as assets andliabilities of the foreign operation and translated at the spot rate of exchange at the reporting date.

2.7

Current and non-current classification
The Group presents assets and liabilities in the balance sheet based on current/non-current classification.
An asset is current when it is:–

Expected to be realised or intended to be sold or consumed in the normal operating cycle–

Held primarily for the purpose of trading–

Expected to be realised within twelve months after the reporting period or–

Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for atleast twelve months after the reporting period

All other assets are classified as non-current.
A liability is current when:–

It is expected to be settled in the normal operating cycle–

It is held primarily for the purpose of trading–

It is due to be settled within twelve months after the reporting period or–

There is no unconditional right to defer the settlement of the liability for at least twelve months
after the reporting period

The terms of the liability that could, at the option of the counterparty, result in its settlement by theissue of equity instruments do not affect its classification.
The Group classifies all other liabilities as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.

081

Virtual Realities, Human Connections

Notes to the Financial Statements
For the ﬁnancial year ended 31 December 2023

2.

MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

2.8

Property, plant and equipment
Construction in progress is stated at cost, net of accumulated impairment losses, if any. Plant andequipment is stated at cost, net of accumulated depreciation and accumulated impairment losses, ifany. Such cost includes the cost of replacing part of the plant and equipment and borrowing costs forlong-term construction projects if the recognition criteria are met. When significant parts of plant andequipment are required to be replaced at intervals, the Group depreciates them separately based on
their specific useful lives. Likewise, when a major inspection is performed, its cost is recognised in the
carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. Allother repair and maintenance costs are recognised in profit or loss as incurred. The present value of the
expected cost for the decommissioning of an asset after its use is included in the cost of the respective
asset if the recognition criteria for a provision are met.
Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets, as follows:
Office equipment
Leasehold improvements

2 to 5 years
3 to 5 years

Assets under construction included in property, plant and equipment are not depreciated as theseassets are not yet available for use.
An item of property, plant and equipment and any significant part initially recognised is derecognised
upon disposal (i.e., at the date the recipient obtains control) or when no future economic benefits are
expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as
the difference between the net disposal proceeds and the carrying amount of the asset) is included in
profit or loss when the asset is derecognised.
The residual values, useful lives and methods of depreciation of property, plant and equipment are
reviewed at each financial year end and adjusted prospectively, if appropriate.
2.9

LeasesThe Group assesses at contract inception whether a contract is, or contains, a lease. That is, if thecontract conveys the right to control the use of an identified asset for a period of time in exchange forconsideration.
Group as a lessee
The Group applies a single recognition and measurement approach for all leases, except for short-termleases and leases of low-value assets. The Group recognises lease liabilities to make lease payments andright-of-use assets representing the right to use the underlying assets.
(i)

Right-of-use assets
The Group recognises right-of-use assets at the commencement date of the lease (i.e., the datethe underlying asset is available for use). Right-of-use assets are measured at cost, less any
accumulated depreciation and impairment losses, and adjusted for any remeasurement of leaseliabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial
direct costs incurred, and lease payments made at or before the commencement date less anylease incentives received. Right-of-use assets are depreciated on a straight-line basis over the
shorter of the lease term and the estimated useful lives of the assets, as follows:
Buildings
Motor vehicles

082

2 to 4 years
3 years

17LIVE Group Limited - Annual Report 2023

2.

MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

2.9

Leases (continued)
Group as a lessee (continued)(i)

Right-of-use assets (continued)
If ownership of the leased asset transfers to the Group at the end of the lease term or the costreflects the exercise of a purchase option, depreciation is calculated using the estimated usefullife of the asset.
The right-of-use assets are also subject to impairment. The accounting policy for impairment isdisclosed in Note 2.11.

(ii)

Lease liabilities
At the commencement date of the lease, the Group recognises lease liabilities measured at thepresent value of lease payments to be made over the lease term. The lease payments include
fixed payments (including in-substance fixed payments) less any lease incentives receivable,variable lease payments that depend on an index or a rate, and amounts expected to be paid
under residual value guarantees. The lease payments also include the exercise price of a purchase
option reasonably certain to be exercised by the Group and payments of penalties for terminating
the lease, if the lease term reflects the Group exercising the option to terminate.
Variable lease payments that do not depend on an index or a rate are recognised as expenses(unless they are incurred to produce inventories) in the period in which the event or condition
that triggers the payment occurs.
In calculating the present value of lease payments, the Group uses its incremental borrowing rate
at the lease commencement date because the interest rate implicit in the lease is not readily
determinable. After the commencement date, the amount of lease liabilities is increased to reflect
the accretion of interest and reduced for the lease payments made. In addition, the carrying
amount of lease liabilities is remeasured if there is a modification, a change in the lease term, achange in the lease payments (e.g., changes to future payments resulting from a change in an
index or rate used to determine such lease payments) or a change in the assessment of an option
to purchase the underlying asset.

(iii)

Short-term leases and leases for low-value assets
The Group applies the short-term lease recognition exemption to its short-term leases ofmachinery and equipment (i.e., those leases that have a lease term of 12 months or less from thecommencement date and do not contain a purchase option). It also applies the lease of low-value
assets recognition exemption to leases of office equipment that are considered to be low value.
Lease payments on short-term leases and leases of low-value assets are recognised as expense
on a straight-line basis over the lease term.

083

Virtual Realities, Human Connections

Notes to the Financial Statements
For the ﬁnancial year ended 31 December 2023

2.

MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

2.10

Intangible assets
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible
assets acquired in a business combination is their fair value at the date of acquisition. Following initialrecognition, intangible assets are carried at cost less any accumulated amortisation and accumulated
impairment losses. Internally generated intangibles, excluding capitalised development costs, are notcapitalised and the related expenditure is reflected in profit or loss in the period in which the expenditureis incurred.
The useful lives of intangible assets are assessed as either finite or indefinite.
Intangible assets with finite lives are amortised over the useful economic life and assessed for impairment
whenever there is an indication that the intangible asset may be impaired. The amortisation period andthe amortisation method for an intangible asset with a finite useful life are reviewed at least at the endof each reporting period. Changes in the expected useful life or the expected pattern of consumptionof future economic benefits embodied in the asset are considered to modify the amortisation period
or method, as appropriate, and are treated as changes in accounting estimates. The amortisation
expense on intangible assets with finite lives is recognised in profit or loss in the expense category thatis consistent with the function of the intangible assets.
Intangible assets with indefinite useful lives are not amortised, but are tested for impairment annually,
either individually or at the cash-generating unit level. The assessment of indefinite life is reviewed
annually to determine whether the indefinite life continues to be supportable. If not, the change in
useful life from indefinite to finite is made on a prospective basis.
An intangible asset is derecognised upon disposal (i.e., at the date the recipient obtains control) or
when no future economic benefits are expected from its use or disposal. Any gain or loss arising uponderecognition of the asset (calculated as the difference between the net disposal proceeds and thecarrying amount of the asset) is included in profit or loss.
(a)

Trademarks
Trademarks are stated at acquisition cost. Trademarks have a finite useful life and are amortised
on a straight-line basis over their estimated useful lives of 1 to 10 years.

(b)

Technology
Technology is stated at acquisition cost and amortised on a straight-line basis over its estimateduseful life of 1 to 5 years.

(c)User baseUser base is stated at acquisition cost and amortised on a straight-line basis over its estimateduseful life of 1 to 4 years.

(d)Exclusive right to operate 17 app in Japan
Exclusive right is stated at acquisition cost and amortised on a straight-line basis over its estimateduseful life of 5.5 years.

(e)

Domain
Domain is stated at acquisition cost and amortised on a straight-line basis over its estimateduseful life of 5 years.

08417LIVE Group Limited - Annual Report 2023

2.

MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

2.11

Impairment of non-financial assets
The Group assesses, at each reporting date, whether there is an indication that an asset may be impaired.
If any indication exists, or when annual impairment testing for an asset is required, the Group estimates
the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or CGU’s fairvalue less costs of disposal and its value in use. The recoverable amount is determined for an individual
asset, unless the asset does not generate cash inflows that are largely independent of those from otherassets or groups of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount,
the asset is considered impaired and is written down to its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using a
pre-tax discount rate that reflects current market assessments of the time value of money and the risks
specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken
into account. If no such transactions can be identified, an appropriate valuation model is used. These
calculations are corroborated by valuation multiples, quoted share prices for publicly traded companies
or other available fair value indicators.
The Group bases its impairment calculation on most recent budgets and forecast calculations, which
are prepared separately for each of the Group’s CGUs to which the individual assets are allocated. Thesebudgets and forecast calculations generally cover a period of five years. A long-term growth rate is
calculated and applied to project future cash flows after the fifth year.
Impairment losses are recognised in profit or loss.
For assets excluding goodwill, an assessment is made at each reporting date to determine whether there
is an indication that previously recognised impairment losses no longer exist or have decreased. If such
indication exists, the Group estimates the asset’s or CGU’s recoverable amount. A previously recognised
impairment loss is reversed only if there has been a change in the assumptions used to determine theasset’s recoverable amount since the last impairment loss was recognised. The reversal is limited sothat the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying
amount that would have been determined, net of depreciation, had no impairment loss been recognised
for the asset in prior years. Such reversal is recognised in profit or loss unless the asset is carried at arevalued amount, in which case, the reversal is treated as a revaluation increase.
Goodwill is tested for impairment annually as at end of the reporting period and when circumstancesindicate that the carrying value may be impaired.
Impairment is determined for goodwill by assessing the recoverable amount of each CGU (or group of
CGUs) to which the goodwill relates. When the recoverable amount of the CGU is less than its carrying
amount, an impairment loss is recognised. Impairment losses relating to goodwill cannot be reversed
in future periods.

2.12

Subsidiaries
A subsidiary is an investee that is controlled by the Group. The Group controls an investee when it is
exposed, or has rights, to variable returns from its involvement with the investee and has the ability toaffect those returns through its power over the investee.
In the Company’s balance sheet, investments in subsidiaries are accounted for at cost less impairment
losses.

085

Virtual Realities, Human Connections

Notes to the Financial Statements
For the ﬁnancial year ended 31 December 2023

2.

MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

2.13

Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial
liability or equity instrument of another entity.
(a)Financial assets
Initial recognition and measurement
Financial assets are classified, at initial recognition, as subsequently measured at amortised cost,fair value through OCI, and fair value through profit or loss.
The classification of financial assets at initial recognition depends on the financial asset’s
contractual cash flow characteristics and the Group’s business model for managing them. With
the exception of trade receivables that do not contain a significant financing component or forwhich the Group has applied the practical expedient, the Group initially measures a financial
asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss,transaction costs.
In order for a financial asset to be classified and measured at amortised cost or fair value through
OCI, it needs to give rise to cash flows that are ‘solely payments of principal and interest’ (“SPPI”)
on the principal amount outstanding. This assessment is referred to as the SPPI test and is
performed at an instrument level. Financial assets with cash flows that are not SPPI are classified
and measured at fair value through profit or loss, irrespective of the business model.
The Group’s business model for managing financial assets refers to how it manages its financial
assets in order to generate cash flows. The business model determines whether cash flows will
result from collecting contractual cash flows, selling the financial assets, or both. Financial assets
classified and measured at amortised cost are held within a business model with the objective
to hold financial assets in order to collect contractual cash flows while financial assets classified
and measured at fair value through OCI are held within a business model with the objective ofboth holding to collect contractual cash flows and selling.
Subsequent measurement
Financial assets at amortised cost (debt instruments)
Financial assets at amortised cost are subsequently measured using the effective interest (“EIR”)
method and are subject to impairment. Gains and losses are recognised in profit or loss when theasset is derecognised, modified or impaired.
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss are carried in the balance sheet at fair value
with net changes in fair value recognised in profit or loss.
This category includes derivative instruments and listed equity investments which the Group had
not irrevocably elected to classify at fair value through OCI. Dividends on listed equity investments
are recognised as other income in profit or loss when the right of payment has been established.

086

17LIVE Group Limited - Annual Report 2023

2.

MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

2.13

Financial instruments (continued)(a)Financial assets (continued)
Derecognition
A financial asset is derecognised where the contractual right to receive cash flows from theasset has expired. On derecognition of a financial asset in its entirety, the difference between
the carrying amount and the sum of the consideration received and any cumulative gain or loss
that had been recognised in other comprehensive income for debt instruments is recognised in
profit or loss.

(b)

Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value throughprofit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments
in an effective hedge, as appropriate.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings
and payables, net of directly attributable transaction costs.
Subsequent measurement
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading
and financial liabilities designated upon initial recognition as at fair value through profit or loss.
Financial liabilities are classified as held for trading if they are incurred for the purpose of
repurchasing in the near term. This category also includes derivative financial instruments enteredinto by the Group that are not designated as hedging instruments in hedge relationships as
defined by IFRS 9. Separated embedded derivatives are also classified as held for trading unlessthey are designated as effective hedging instruments.
Gains or losses on liabilities held for trading are recognised in profit or loss.
Financial liabilities designated upon initial recognition at fair value through profit or loss aredesignated at the initial date of recognition, and only if the criteria in IFRS 9 are satisfied.
Financial liabilities at amortised cost
After initial recognition, interest-bearing loans and borrowings are subsequently measured atamortised cost using the EIR method. Gains and losses are recognised in profit or loss when theliabilities are derecognised as well as through the EIR amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition andfees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs
in profit or loss.
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged orcancelled or expires. When an existing financial liability is replaced by another from the samelender on substantially different terms, or the terms of an existing liability are substantiallymodified, such an exchange or modification is treated as the derecognition of the original
liability and the recognition of a new liability. The difference in the respective carrying amounts
is recognised in profit or loss.

087

Virtual Realities, Human Connections

Notes to the Financial Statements
For the ﬁnancial year ended 31 December 2023

2.

MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

2.14

Impairment of financial instruments
The Group recognises an allowance for expected credit losses (“ECLs”) for all debt instruments not heldat fair value through profit or loss. ECLs are based on the difference between the contractual cash flows
due in accordance with the contract and all the cash flows that the Group expects to receive, discounted
at an approximation of the original effective interest rate. The expected cash flows will include cash flows
from the sale of collateral held or other credit enhancements that are integral to the contractual terms.
ECLs are recognised in two stages. For credit exposures for which there has not been a significant
increase in credit risk since initial recognition, ECLs are provided for credit losses that result fromdefault events that are possible within the next 12 months (a 12-month ECL). For those credit exposures
for which there has been a significant increase in credit risk since initial recognition, a loss allowance isrequired for credit losses expected over the remaining life of the exposure, irrespective of the timing of
the default (a lifetime ECL).
For trade receivables and contract assets, the Group applies a simplified approach in calculating ECLs.
Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance basedon lifetime ECLs at each reporting date. The Group has established a provision matrix that is based on
its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and theeconomic environment.

2.15

Cash and cash equivalents
Cash and cash equivalents comprise cash at banks and on hand and short-term highly liquid deposits
with a maturity of three months or less, that are readily convertible to a known amount of cash andsubject to an insignificant risk of changes in value.
For the purpose of the consolidated statements of cash flows, cash and cash equivalents consist of cash
and short-term deposits, as defined above, net of outstanding bank overdrafts as they are considered
an integral part of the Group’s cash management.

2.16

Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result ofa past event, it is probable that an outflow of resources embodying economic benefits will be required
to settle the obligation and a reliable estimate can be made of the amount of the obligation. When theGroup expects some or all of a provision to be reimbursed, for example, under an insurance contract, thereimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain.
The expense relating to a provision is presented in profit or loss net of any reimbursement.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax ratethat reflects, when appropriate, the risks specific to the liability. When discounting is used, the increasein the provision due to the passage of time is recognised as a finance cost.

2.17

Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset thatnecessarily takes a substantial period of time to get ready for its intended use or sale are capitalised aspart of the cost of the asset. All other borrowing costs are expensed in the period in which they occur.
Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowingof funds.

088

17LIVE Group Limited - Annual Report 2023

2.

MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

2.18

Convertible preference shares
Convertible preference shares with conversion option are accounted for as financial liability with
an embedded equity conversion derivative based on the terms of the contract. On issuance of theconvertible preference shares, the Group has elected to measure the entire instrument at fair value,with subsequent changes in fair value recognised in profit or loss.
When a conversion option is exercised, the financial liability is derecognised with a corresponding
recognition of share capital.

2.19

Redeemable shares
Ordinary shares (Redeemable shares) which constitute the Offering Units and Cornerstone Units areclassified as a liability on the balance sheets in the Company. These shares are classified as financial
liabilities as there is a contractual obligation by the Company to deliver cash to the holders of these
Offering Units and Cornerstone Units who elect to have such shares redeemed by the Company upon
the completion of the Company’s initial business combination. These shares are recognised initially at
its fair value and subsequently measured, at each reporting period, at amortised cost using the effective
interest method. Interest expense is recognised in the statement of comprehensive income.

2.20

Employee benefits(a)Defined contribution plans
The Group participates in the national pension schemes as defined by the laws of the countries inwhich it has operations. Contributions to defined contribution plans are recognised as an expensein the period in which the related service is performed.

(b)

Short-term employee benefits
Short-term employee benefits are measured at the undiscounted amount of the benefits expected
to be paid in respect of service rendered by employees. They are recognised as an expense in the
period in which the related service is performed.

2.21

Share-based payments
Employees (including senior executives) of the Group receive remuneration in the form of share-based
payments, whereby employees render services in exchange for equity instruments (equity-settled
transactions).
Equity-settled transactions
The cost of equity-settled transactions is determined by the fair value at the date when the grant is madeusing an appropriate valuation model, further details of which are given in Note 25.
That cost is recognised in employee benefits expense (Note 7), together with a corresponding increasein equity (other capital reserves), over the period in which the service and, where applicable, theperformance conditions are fulfilled (the vesting period). The cumulative expense recognised forequity-settled transactions at each reporting date until the vesting date reflects the extent to which thevesting period has expired and the Group’s best estimate of the number of equity instruments that will
ultimately vest. The expense or credit in profit or loss for a period represents the movement in cumulative
expense recognised as at the beginning and end of that period.

089

Virtual Realities, Human Connections

Notes to the Financial Statements
For the ﬁnancial year ended 31 December 2023

2.

MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

2.21

Share-based payments (continued)
Equity-settled transactions (continued)
Service and non-market performance conditions are not taken into account when determining the
grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of theGroup’s best estimate of the number of equity instruments that will ultimately vest. Market performance
conditions are reflected within the grant date fair value. Any other conditions attached to an award, but
without an associated service requirement, are considered to be non-vesting conditions. Non-vesting
conditions are reflected in the fair value of an award and lead to an immediate expensing of an award
unless there are also service and/or performance conditions.
No expense is recognised for awards that do not ultimately vest because non-market performance
and/or service conditions have not been met. Where awards include a market or non-vesting condition,
the transactions are treated as vested irrespective of whether the market or non-vesting condition issatisfied, provided that all other performance and/or service conditions are satisfied.
When the terms of an equity-settled award are modified, the minimum expense recognised is the grant
date fair value of the unmodified award, provided the original vesting terms of the award are met. An
additional expense, measured as at the date of modification, is recognised for any modification that
increases the total fair value of the share-based payment transaction, or is otherwise beneficial to theemployee. Where an award is cancelled by the entity or by the counterparty, any remaining element of
the fair value of the award is expensed immediately through profit or loss.

2.22

RevenueLive streaming
The Group creates and offers virtual items to be purchased by users on live streaming channels on its“17LIVE” platform, which the Group operates and maintains. Revenue is recognised upon transfer of thepromised virtual items to the users.
Users are required to first purchase virtual points and use those virtual points to purchase virtual items
based on specified prices as predetermined by the Group. Users can directly purchase virtual points
or membership subscription on platforms or pay via online payment systems provided by third parties
including payments using mobile phone, internet debit/credit card payment and other third party
payment systems. The virtual points can be solely used to convert into virtual items on live streaming
channels. Virtual points can be sold in bundled packages, and the sales price is proportionally allocatedto each virtual point based on the total package price, and recognised as revenue upon utilisation.
Virtual points sold but not yet consumed by the purchasers are recorded as “Contract liabilities” and upon
conversion, is recognised as revenue. Users are generally not entitled to any refund for the purchase ofsuch virtual points and virtual items. Any virtual points purchased by a user in Japan and not used will
expire after a year and revenues from these virtual points will be recognised by the Group at such time.
For users in other countries, any virtual points purchased do not expire.
Users purchase virtual items from the Group and gift them to performers (i.e. live streamers andV-Livers) to show support for their favourite performers. Virtual points are removed from users’ wallets
and extinguished after being consumed by the users (i.e. by way of virtual gifting to the performers).
Accordingly, amounts received from the sale of virtual points are first recorded as contract liabilities. For
virtual items, revenue is recognised upon consumption by the users. The Group does not have further
obligations to the user after the virtual items are consumed.
The Group recognises revenue on a gross basis from the sale of virtual items on the platform, as theGroup produces and controls virtual items before they are transferred to the users, the prices of virtual
items are set by the Group, and the Group is also exposed to the related credit risk, which is generally
not recoverable from the performers.

090

17LIVE Group Limited - Annual Report 2023

2.

MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

2.22

Revenue (continued)
Live streaming (continued)
The Group also generates revenue from in-app games, where users can use the virtual points to playthe in-app games during live streaming sessions.
Revenue from the sale of virtual items and in-app games played during live-streaming sessions is
recognised at a point in time, when the virtual points are consumed.
In order to attract user traffic, the Group pays the performers an agreed amount based on the valueof virtual items purchased by the user and gifted to the performer. The amount paid or payable toperformers are recorded as cost of revenue. If virtual points are provided to users free of charge formarketing purpose, the Group does not recognise any revenue when users convert it to virtual items.
Based on the Group’s agreements with performers, the expected amount to be paid to the performers
when such free virtual points are utilised is recognised as cost of revenue.
Users can join the fan group of their favourite live streamers and become part of their core community
by paying a subscription fee on a monthly basis and becoming an “army subscriber”. The subscription
fee is collected upfront from subscribers. The receipt of the revenue is initially recorded as contract
liabilities and revenue is recognised over the period of the subscription.
Live-commerce
The Group operates its live commerce business through HandsUp, a platform that allows merchants tosell their products through live streaming in Japan, and OrderPally, a business-to-business live commerce
matching and order management platform connecting merchants and users in Taiwan. Revenue fromlive-commerce is recognised in the period in which the services are rendered.

2.23

Cost of revenue
Cost of revenue relates to direct expenses incurred in order to generate revenue. Such costs are recorded
as incurred. Cost of revenues consists primarily of (i) fees paid to streamers and content costs, including
cash payments to various performers and content providers, (ii) server and bandwidth costs, (iii) channel
costs, (iv) commission costs, and (v) other costs such as amortisation/impairment of intangible assets.

2.24

Taxes
(a)

Current income tax
Current income tax assets and liabilities are measured at the amount expected to be recoveredfrom or paid to the taxation authorities. The tax rates and tax laws used to compute the amountare those that are enacted or substantively enacted at the reporting date in the countries where
the Group operates and generates taxable income.
Current income tax relating to items recognised directly in equity is recognised in equity and notin profit or loss. Management periodically evaluates positions taken in the tax returns with respect
to situations in which applicable tax regulations are subject to interpretation and establishes
provisions where appropriate.

091

Virtual Realities, Human Connections

Notes to the Financial Statements
For the ﬁnancial year ended 31 December 2023

2.

MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

2.24

Taxes (continued)(b)Deferred tax
Deferred tax is provided using the liability method on temporary differences between the tax
bases of assets and liabilities and their carrying amounts for financial reporting purposes at thereporting date.
Deferred tax liabilities are recognised for all taxable temporary differences, except:–

When the deferred tax liability arises from the initial recognition of goodwill or an asset
or liability in a transaction that is not a business combination and, at the time of thetransaction, affects neither the accounting profit nor taxable profit or loss; and–In respect of taxable temporary differences associated with investments in subsidiaries,
where the timing of the reversal of the temporary differences can be controlled and it isprobable that the temporary differences will not reverse in the foreseeable future.

Deferred tax assets are recognised for all deductible temporary differences, the carry forward ofunused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent
that it is probable that taxable profit will be available against which the deductible temporary
differences, and the carry forward of unused tax credits and unused tax losses can be utilised,
except:–When the deferred tax asset relating to the deductible temporary difference arises from theinitial recognition of an asset or liability in a transaction that is not a business combination
and, at the time of the transaction, affects neither the accounting profit nor taxable profit
or loss; and–In respect of deductible temporary differences associated with investments in subsidiaries,
deferred tax assets are recognised only to the extent that it is probable that the temporary
differences will reverse in the foreseeable future and taxable profit will be available against
which the temporary differences can be utilised.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced tothe extent that it is no longer probable that sufficient taxable profit will be available to allow allor part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessedat each reporting date and are recognised to the extent that it has become probable that futuretaxable profits will allow the deferred tax asset to be recovered.
In assessing the recoverability of deferred tax assets, the Group relies on the same forecast
assumptions used elsewhere in the financial statements and in other management reports, which,among other things, reflect the potential impact of climate-related development on the business,such as increased cost of production as a result of measures to reduce carbon emission.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in theyear when the asset is realised or the liability is settled, based on tax rates (and tax laws) that havebeen enacted or substantively enacted at the reporting date.
Deferred tax relating to items recognised outside profit or loss is recognised outside profit orloss. Deferred tax items are recognised in correlation to the underlying transaction either in OCI
or directly in equity.

092

17LIVE Group Limited - Annual Report 2023

2.

MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

2.24

Taxes (continued)(b)Deferred tax (continued)
Tax benefits acquired as part of a business combination, but not satisfying the criteria forseparate recognition at that date, are recognised subsequently if new information about facts
and circumstances change. The adjustment is either treated as a reduction in goodwill (as longas it does not exceed goodwill) if it was incurred during the measurement period or recognised
in profit or loss.
The Group offsets deferred tax assets and deferred tax liabilities if and only if it has a legally
enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets
and deferred tax liabilities relate to income taxes levied by the same taxation authority on either
the same taxable entity or different taxable entities which intend either to settle current tax
liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously,in each future period in which significant amounts of deferred tax liabilities or assets are expected
to be settled or recovered.

(c)

Sales tax
Revenues, expenses and assets are recognised net of the amount of sales tax except:

2.25

–

Where the sales tax incurred on a purchase of assets or services is not recoverable from thetaxation authority, in which case the sales tax is recognised as part of the cost of acquisitionof the asset or as part of the expense item as applicable; and–Receivables and payables that are stated with the amount of sales tax included.

Share capital and share issuance expenses
Proceeds from issuance of ordinary shares are recognised as share capital in equity. Incremental costs
directly attributable to the issuance of ordinary shares are deducted against share capital.

3.

SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of the Group’s consolidated financial statements requires management to makejudgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets
and liabilities, and the disclosure of contingent liabilities at the end of each reporting period. Uncertainty
about these assumptions and estimates could result in outcomes that require a material adjustment tothe carrying amount of the asset or liability affected in the future periods.
Judgements made in applying accounting policies
Management is of the opinion that there is no significant judgement made in applying the accounting
policies.

093

Virtual Realities, Human Connections

Notes to the Financial Statements
For the ﬁnancial year ended 31 December 2023

3.

SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS (CONTINUED)
Key sources of estimation uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the end of
the reporting period are discussed below. The Group based its assumptions and estimates on parameters
available when the financial statements were prepared. Existing circumstances and assumptions about
future developments, however, may change due to market changes or circumstances arising beyond
the control of the Group. Such changes are reflected in the assumptions when they occur.
(a)

Impairment of goodwill
As disclosed in Note 14 to the financial statements, the recoverable amounts of the CGUs which
goodwill has been allocated to are determined based on value in use calculations. The value in
use calculations are based on a discounted cash flow models. The recoverable amount is mostsensitive to the discount rate used for the discounted cash flow model as well as the expected
future cash inflows and the growth rate used for extrapolation purposes. The key assumptions
applied in the determination of the value in use including a sensitivity analysis, are disclosed andfurther explained in Note 14 to the financial statements.
The carrying amount of goodwill as at 31 December 2023 was US$23,989,000.

4.

REVENUE
Group
2023
2022
US$’000
US$’000
Revenue from contracts with customers
Liver live streaming
V-liver live streaming
OthersTiming of revenue recognition
At a point in time
Over time

265,829
4,983
8,115

354,587
3,107
6,024

278,927

363,718

265,419
13,508342,482
21,236

278,927

363,718

Other revenue primarily comprises revenue from live-commerce and Wave App.
Contract liabilities
The Group has recognised the following contract liabilities in relation to revenue from contracts withcustomers:
Group
2023
2022
US$’000
US$’000
Contract liabilities – Live streaming
Others
Revenue recognised that was included in the contract liability
balance at the beginning of the year

094

5,533
501

6,893
381

6,034

7,274

4,960

6,516

17LIVE Group Limited - Annual Report 2023

5.

COST OF REVENUE
Group
2023
2022
US$’000
US$’000
Fees paid to streamers and other live streaming costs
Channel costs
Server and bandwidth costs
Others6.

122,845
22,332
17,732
1,069

172,687
39,793
20,4594,630

163,978

237,569

OPERATING EXPENSES
Group
2023
2022
US$’000
US$’000
Marketing expenses
Employee benefits expense (Note 7)
Depreciation and amortisation
Professional fees
Software and service fees
Allowance for/(reversal of) expected credit losses for
trade receivables
Others33,03642,3604,619
11,032
6,792

41,71947,069
4,892
8,959
6,110

−
3,360

(2)
7,278

101,199

116,025

Included in professional fees and fees in relation to the Business Combination (Note 8) are fees paid/
payable to auditors of the Group as follows:
Group
2023
2022
US$’000
US$’000
Fees paid/payable to auditors of the Company in respect of:– Audit services– Audit-related services– Non-audit services
Fees paid/payable to other auditors in respect of:– Audit services– Non-audit services

7.

1,737
694
482

566
−
294

17
5

24
4

EMPLOYEE BENEFITS EXPENSE
Group
2023
2022
US$’000
US$’000
Wages and salaries
Contribution to defined contribution plans
Share-based payments
Labor and health insurance fees
Other personnel expenses

37,753
1,994
1,609
886
118

42,373
2,808
840
811
237

42,36047,069095

Virtual Realities, Human Connections

Notes to the Financial Statements
For the ﬁnancial year ended 31 December 2023

8.

OTHER GAINS AND LOSSES
Group
2023
2022
US$’000
US$’000
Revaluation loss on:– Preference shares– Warrants

Listing expense
Fees in relation to the Business Combination
Loss on disposal of property, plant and equipment
Foreign exchange (loss)/gain
Gain on termination of leases
Others9.

(245,363)(318)(55,568)(292)(245,681)(55,860)(870)(10,739)
(333)
(828)
4
(185)

−
−
(995)
2,827
339
874

(258,632)(52,815)

FINANCE COSTS
Group
2023
2022
US$’000
US$’000

10.

Interest expense on:– Loans and borrowings– Lease liabilities

−
110

6
164

Unwinding of discount on provisions

110
−

170
2

Total finance costs

110

172

INCOME TAX EXPENSE
The major components of income tax expense recognised in profit or loss for the financial years ended
31 December 2023 and 2022 were:
Group
2023
2022
US$’000
US$’000
Current tax:
– Current year
– Under provision in respect of previous years

096

5,367
456

8,283
−

5,823

8,283

Deferred tax:
– Origination and reversal of temporary differences(2,900)(129)

Income tax expense recognised in profit or loss

2,923

8,154

17LIVE Group Limited - Annual Report 2023

10.

INCOME TAX EXPENSE (CONTINUED)
Relationship between tax expense and accounting loss
A reconciliation between tax expense and the product of accounting loss multiplied by the applicablecorporate tax rate for the financial years ended 31 December 2023 and 2022 were as follows:
Group
2023
2022
US$’000
US$’000
Loss before income tax(244,992)(42,863)

Tax at the domestic rates applicable to countries where theGroup operates
Adjustments:
Non-deductible expenses
Income not subject to taxation
Deferred tax assets not recognised
Benefits from previously unrecognised tax losses
Under provision in respect of previous years
Surtax on undistributed retained earnings
Others

291

3,350

2,327
(1,014)
1,774(1,213)
456
255
47

3,903
(1,700)
2,581
−
−
−
20

Income tax expense recognised in profit or loss

2,923

8,154

The above reconciliation is prepared by aggregating separate reconciliation for each national jurisdiction.
The Group principally operates in Taiwan and Japan, which have prevailing corporate tax rates of
20% and 34.6%, respectively.
11.

EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the loss attributable to owners of the Company by theweighted average number of ordinary shares outstanding during the financial year.
Group
Continuing operations:
Loss attributable to owners of the Company (US$’000)
Weighted average number of ordinary shares outstanding
for basic earnings per share computation (’000)
Basic earnings per share computation (US$ per share)

2023

2022

(247,915)(51,017)40,36422,547(6.14)(2.26)

In connection with the Business Combination, the weighted average number of ordinary shares for thefinancial year ended 31 December 2023 is calculated as follows:(a)

The number of ordinary shares of 17LIVE outstanding from the beginning of the year to theacquisition date, adjusted by the exchange ratio established in the Share Purchase Agreement;
and

(b)

The number of ordinary shares of the Company outstanding from the acquisition date to
31 December 2023.

The weighted average number of ordinary shares for the financial year ended 31 December 2022 is
calculated based on the number of ordinary shares of 17LIVE outstanding during the year, adjusted by
the exchange ratio established in the Share Purchase Agreement.
Diluted earnings per share are similar to basic earnings per share as there were no potential dilutive
ordinary shares existing during the respective financial years.

097

Virtual Realities, Human Connections

Notes to the Financial Statements
For the ﬁnancial year ended 31 December 2023

12.

PROPERTY, PLANT AND EQUIPMENTGroup

Officeequipment
US$’000

LeaseholdConstruction
improvements in progress
US$’000
US$’000

Cost
At 1 January 2022
Additions
Disposals
Transfer
Exchange differences

1,339
268
(507)
−
(113)

1,650
10
(1,457)
153
(123)

−
160
−
(153)
−

2,989
438
(1,964)−(236)

At 31 December 2022 and1 January 2023
Additions
Disposals
Transfer
Exchange differences

987
40
(537)
441
(12)

233
−
−
622
4

7
1,055
−
(1,063)
1

1,227
1,095
(537)
−
(7)

At 31 December 2023

919

859

−

1,778

Accumulated depreciation
At 1 January 2022
Depreciation
Disposals
Exchange differences

622
287
(439)
(46)

349
212
(530)
(24)

−
−
−
−

971
499
(969)
(70)

At 31 December 2022 and1 January 2023
Depreciation
Disposals
Exchange differences

424
273
(204)
(4)

7
232
−
2

−
−
−
−

431
505
(204)
(2)

At 31 December 2023

489

241

−

730

Net carrying amountAt 31 December 2022

563

226

7

796

At 31 December 2023

430

618

−

1,048

The property, plant and equipment were not pledged to others as collaterals.

098

Total
US$’000

17LIVE Group Limited - Annual Report 2023

13.

LEASESThe Group has lease contracts for buildings and motor vehicles. Leases of buildings generally have leaseterms between 2 to 4 years, while motor vehicles generally have lease terms of 3 years. The Group isrestricted from assigning and subleasing the leased assets. There are no externally imposed covenantson these lease agreements.
The Group also has certain leases of billboards with lease terms of 12 months or less. The Group applies
the ‘short-term lease’ recognition exemptions for these leases.
(a)Right-of-use assets
The carrying amounts of right-of-use assets recognised and the movements during the year are
as follows:Group

Buildings
US$’000

MotorvehiclesUS$’000

Total
US$’000

At 1 January 2022
Additions
Disposals
Depreciation
Exchange differences

8,115
1,407
(4,969)(2,088)
(684)

−
73
−
(4)
(2)

8,115
1,480
(4,969)(2,092)(686)

At 31 December 2022 and 1 January 2023
Additions
Disposals
Depreciation
Lease modification
Exchange differences

1,781
5,071
(73)
(1,814)
348
(28)

67
−
−
(23)
−
(1)

1,848
5,071
(73)
(1,837)348(29)

At 31 December 2023

5,285

43

5,328

The disposals of right-of-use assets during the financial year ended 31 December 2022 relates
mainly to the Group’s relocation of its office premises in Taiwan.
(b)Lease liabilities
The carrying amount of lease liabilities and the movements during the year are as follows:
Group
2023
2022
US$’000
US$’000
At 1 January
Additions
Disposals
Accretion of interest
Payments
Lease modification
Exchange differences

1,932
4,157
(77)
110
(1,808)
344
27

9,069
1,480
(5,307)164(3,018)−(456)

At 31 December

4,685

1,932

Current
Non-current

2,092
2,593

920
1,012

4,685

1,932

The disposals of lease liabilities during the financial year ended 31 December 2022 relates mainly
to the Group’s relocation of its office premises in Taiwan.

099

Virtual Realities, Human Connections

Notes to the Financial Statements
For the ﬁnancial year ended 31 December 2023

13.

LEASES (CONTINUED)(c)

Amounts recognised in profit or loss
The amounts recognised in profit or loss in relation to leases are as follows:
Group
2023
2022
US$’000
US$’000
Depreciation of right-of-use assets
Interest expense on lease liabilities
Expense relating to short-term leases (included in generaland administrative expenses)

(d)

1,837
110

2,092
164

52

51

Total cash outflows
The Group’s total cash outflows for leases were US$1,860,000 (2022: US$3,069,000).

(e)

A reconciliation of liabilities arising from financing activities is as follows:
Non-cashchangesGroup

Lease liabilities

1 January
2023
US$’000

Net
cashflow
US$’000

1,932(1,808)Net
Accretion addition/ Exchange 31 Decemberof interest (disposal) differences
2023
US$’000
US$’000
US$’000
US$’000
110

4,424

100

4,685

Non-cashchangesGroup

Long term loans(including
current portion)
Lease liabilities

27

1 January
2022
US$’000

Net
cashflow
US$’000

1,165
9,069

(1,167)(3,018)Net
Accretion addition/ Exchange 31 Decemberof interest (disposal) differences
2022
US$’000
US$’000
US$’000
US$’0002
164−(3,827)

−
(456)

−
1,932

14.

11,900

1,983–

At 31 December 2023

Net carrying amountAt 31 December 2022

Net carrying amountAt 31 December 2023

9,917
1,983
–

At 31 December 2022 and1 January 2023
Amortisation
Exchange differences

11,900At 31 December 2023

7,753
2,164
–

11,900––At 31 December 2022 and1 January 2023
AdditionsExchange differences

Accumulated amortisation andimpairment
At 1 January 2022
Amortisation
Exchange differences

11,900
–
–

2

3

547

547
1
(1)

537
2
8

549

550
–
(1)

554
–
(4)

178

–

7,425

7,412
13
–

7,412
–
–

7,603

7,412
193
(2)

7,412
–
–

Exclusive
right tooperate17 appin Japan Trademarks Technology
US$’000
US$’000
US$’000

Cost
At 1 January 2022
AdditionsExchange differencesGroup

INTANGIBLE ASSETS

23,98923,98977,204

77,204––

77,204––

101,193

101,193––

101,193––

Goodwill
US$’000

129

187

7,510

7,469
39
2

7,443
29
(3)

7,639

7,656
–
(17)

7,558
117
(19)

User base
US$’000

127

381

304

105
241
(42)

35
106
(36)

431

486
–
(55)

192
351
(57)

Domain
US$’000

24,42526,543

104,890102,6542,277(41)

100,3842,301(31)

129,315

129,197
193(75)

128,809
468
(80)

Total
US$’000

17LIVE Group Limited - Annual Report 2023

101

Virtual Realities, Human Connections

Notes to the Financial Statements
For the ﬁnancial year ended 31 December 2023

14.

INTANGIBLE ASSETS (CONTINUED)
The intangible assets were not pledged to others as collaterals.
Amortisation expense
The amortisation expense of intangible assets is included in “General and administrative expenses” inprofit or loss.
As of 31 December 2023, the exclusive right has been fully amortised (2022: remaining useful life of 1 year).
Impairment testing of goodwill
The carrying amount of goodwill relates to the CGU of 17LIVE Japan Inc. (“17LIVE Japan”), which had
been acquired through a business combination.
The recoverable amount of the 17LIVE Japan CGU has been determined based on value-in-use
calculations using cash flow projections from financial budgets approved by management covering afive-year period.
The key assumptions used for value-in-use calculations are as follows:

Gross margin
Terminal growth rate
Pre-tax discount rate

2023

2022

49.50%
1.10%
25.00%

50.00%
0.80%
25.00%

Management determined budgeted gross margin based on past performance and its expectations ofmarket development. The weighted average growth rates used are consistent with the forecasts included
in industry reports. The discount rate used is pre-tax and reflect specific risks relating to the CGU.
No impairment of goodwill was recorded in 2023 and 2022.
Sensitivity to changes in assumptions
With regards to the assessment of value-in-use for 17LIVE Japan, management believes that noreasonably possible changes in any of the above key assumptions would cause the carrying value of the
CGU to materially exceed its recoverable amount.

102

17LIVE Group Limited - Annual Report 2023

15.

DEFERRED TAX ASSETS AND LIABILITIESMovements in deferred tax assets and liabilities during the financial years were as to follows:Group
Deferred tax assets:
Temporary differences:
Business tax
Accrued expenses
Unrealised exchange
gain or loss
OthersDeferred tax liabilities:
Temporary differences:
Unrealised exchange
gain or loss
Business combination
OthersGroup
Deferred tax assets:
Temporary differences:
Business tax
Accrued expenses
OthersDeferred tax liabilities:
Temporary differences:
Unrealised exchange
gain or loss
Business combination
Others

1 January
US$’000

2023
RecognisedNet
in profit
Businessexchangeor losscombination differences
US$’000
US$’000
US$’000

31 December
US$’000

494
1,038

(316)
2,162

−
−

(29)
(71)

149
3,129

−
6

186
25

−
−

19
(1)

205
30

1,538

2,057

−

(82)

3,513

263
460
133

(258)
(460)
(125)

−
−
−

(4)
−
(8)

1
−
−

856

(843)

−

(12)

1

1 January
US$’000

2022
RecognisedNet
in profit
Businessexchangeor losscombination differences
US$’000
US$’000
US$’000

31 December
US$’000

563
1,541
90

4
(308)
(69)

−
−
−

(73)
(195)
(15)

494
1,038
6

2,194

(373)

−

(283)

1,538

292
962
152

−
(502)
−

−
−
−

(29)
−
(19)

263
460
133

1,406

(502)

−

(48)

856

103

Virtual Realities, Human Connections

Notes to the Financial Statements
For the ﬁnancial year ended 31 December 2023

15.

DEFERRED TAX ASSETS AND LIABILITIES (CONTINUED)
The expiration dates of tax losses are as follows:
Group
2023
2022
US$’000
US$’000
Within 5 years
5 to 10 years
More than 10 years
No expiry date
Unutilised tax losses not recognised as deferred tax assets−
13,801−
11,8791,073
50,719620
6,551

25,68058,96325,68058,963A breakdown of the Group’s tax losses by country is as follows:
Group
2023
2022
US$’000
US$’000
TaiwanOthers13,801
11,87950,7198,244

25,68058,963

Unrecognised tax losses
At the end of the reporting period, the Group has tax losses of US$25,680,000 (2022: US$58,963,000)
that are available for offset against future taxable profits of the companies in which the losses arose, forwhich no deferred tax asset is recognised due to uncertainty of its recoverability. The use of these tax
losses is subject to the agreement of the tax authorities and compliance with certain provisions of the tax
legislation of the respective countries in which the companies operate. Tax losses in Japan, Singapore andthe United States of America will be subject to limitation if there is a change in controlling shareholder,
while there are no similar limitation imposed by the tax authorities in Taiwan or Hong Kong.
The Group carried out an internal reorganisation of the entities in the Group in 2023 and as a result of
this reorganisation, tax losses of US$14,781,000 in Taiwan were forfeited.
Tax losses for companies in Taiwan can be carried forward for 10 years and tax losses for companies inHong Kong and Singapore have no expiry dates.

104

17LIVE Group Limited - Annual Report 2023

16.

INVESTMENT IN SUBSIDIARY
Company2023
2022
US$’000
US$’000
Unquoted equity shares, at costa.

471,360−

Disposal of a subsidiary
The Group disposed of Next Entertainment (Hong Kong) Limited, a wholly owned subsidiary, on
5 December 2023 at its carrying value. The disposal consideration of US$1 was fully settled in cash.
The value of assets and liabilities of Next Entertainment (Hong Kong) Limited recorded in the
consolidated financial statements as at 5 December 2023, and the cash flow effect of the disposal
was:US$’000
Prepaid operating expenses
Trade and other receivables
Cash and cash equivalents

1
574
651

Trade and other payables

1,226(1,226)

Carrying value of net assetsb.

−

Total consideration
Cash and cash equivalents of the subsidiary

−
(651)

Net cash outflow on disposal of a subsidiary(651)

Composition of the Group
Ownership (%)
Name of subsidiary

Country ofincorporation

Principal
activities

2023

2022

Note

Held by the Company:
17LIVE Inc.

Cayman Islands

Live streaming

100

100

–

British Virgin
Islands
Japan
Singapore
Cayman Islands

Live streaming

100

100

–

Live streaming
Live streaming
Live streaming

100
–
–

100
100
100

–
(a)
(b)

TaiwanMovie
production
and copyrightholderEntertainment
agentEntertainment
agentEntertainment
agentEntertainment
agentEntertainment
agent

–*

–*

–

–*

–*

–

–*

–*

–

–*

–*

–

–*

–*

–

–*

–*

–

Held through 17LIVE Inc.:
Ichi Nana Inc.
17LIVE Japan Inc.
17 Media SG Pte. Ltd.
Next Entertainment Global
Holding
Together Production LLC

Together Interactive
Entertainment Limited
Together Interactive Media
LimitedTogether Universal
Entertainment Limited
Together International
Entertainment Limited
LIVIT Business Ltd.

TaiwanTaiwanTaiwanTaiwanTaiwan105

Virtual Realities, Human Connections

Notes to the Financial Statements
For the ﬁnancial year ended 31 December 2023

16.

INVESTMENT IN SUBSIDIARY (CONTINUED)b.

Composition of the Group (continued)
Ownership (%)
Name of subsidiary

Country ofincorporation

Held through 17LIVE Inc.: (continued)
HandsUp Inc.
TaiwanWave Inc.
TaiwanNext Entertainment Inc.
TaiwanLiontrek Entertainment
India Pvt. Ltd.
17LIVE (Taiwan) Limited
Machipopo Co., Ltd.
M17 (USA) LLC
MyMai Inc.
Next Entertainment Limited
Empower Next Limited
Next Entertainment Science& Technology (Beijing) Co.,Ltd
Beijing Future Quyu
Technology Co. Ltd.
Shenzhen Juli Future
Network Technology Co.,Ltd
Next Entertainment Inc.
*

2023

2022

Note

100
100
–

100
100
100

–
–
(c)

Online retailingLive streaming
Live streaming
and gaming
Technical
services
Live streaming
Live streaming

–

100

(d)

100
100

100
100

–
–

Hong Kong
United Statesof America
India

Live streaming
Live streaming

–
100

100
100

(e)
–

Live streaming

100

100

–

TaiwanJapan

Live streaming
Entertainment
agent
Live streaming

100
–

100
100

–
(f)

100

100

(g)

Online retailingLive streaming

–*
–

–*
100

–
(c)

E-sport teamLive streaming
Live streaming

–*
–

–*
100

–
(e)

Live streaming

–

–*

(h)

Live streaming

–

–*

(i)

Entertainment
agent

100

100

–

17LIVE Services Inc.
17LIVE (SEA) Pte. Ltd.
17LIVE Ltd.
Next Entertainment(Hong Kong) Limited
17LIVE (USA) Corp.

Principal
activities

TaiwanSingapore
Hong Kong

United Statesof America
TaiwanBritish Virgin
Islands
TaiwanPeople’sRepublic of
China
People’sRepublicof China
People’sRepublic of
China
TaiwanAs of 31 December 2023, these entities were held by other individual owners. The Group has yet to complete the legal
process to acquire the ownership interests of these entities due to local regulation. The Group and the individual owners
have entered into contractual agreements giving the Group the power to direct the relevant activities and the ability touse its power to affect variable returns. The operating activities and the finance function are also controlled by the Group.
Management has assessed that the Group has control over these entities and the Group has included the results of these
entities in the consolidated financial statements. As of 31 December 2023, total assets from these entities amounted to
US$418,000 (2022: US$355,000), representing 0.25% (2022: 0.34%) of total consolidated assets. For the financial year ended
31 December 2023 and 2022, profit or loss from these entities amounted to loss of US$62,000 (2022: profit of US$959,000),
representing 0.03% (2022: 1.74%) of profit for the year.

(a) The subsidiary was de-registered in January 2023 and had already completed the liquidation process.
(b) The subsidiary was de-registered in November 2023.
(c) The subsidiary was de-registered in October 2023.
(d) The subsidiary was dissolved in June 2023.
(e) The subsidiary was disposed in December 2023 as stated in Note 16.
(f)

The subsidiary was de-registered in October 2023.

(g) The subsidiary was dissolved in October 2023.
(h) The subsidiary was dissolved in April 2023 and had already completed the liquidation process.
(i)

106

The subsidiary was dissolved in March 2023 and had already completed the liquidation process.

17LIVE Group Limited - Annual Report 2023

17.

SECURITY DEPOSITS
Security deposits mainly pertain to rental deposits and deposits pursuant to Japanese Payment Services
Act.

18.

SHORT TERM INVESTMENT
Company2023
2022
US$’000
US$’000
Investment in MAS Bills−

157,559

The Company had invested in bills issued by the Monetary Authority of Singapore (“MAS Bills”), which
are permitted investments in the form of cash or cash equivalent short-dated securities of at leastA-2 rating (or equivalent). Investment in MAS Bills were carried at amortised cost and bear a fixed interest
rate of 4.25% per annum. They matured in January 2023.
19.

OTHER CURRENT ASSETS
Other current assets mainly pertain to income tax receivable.

20.

TRADE AND OTHER RECEIVABLES
Group
2023
2022
US$’000
US$’000
Trade receivables
Less: Allowance for expected credit losses

Restricted deposits
Receivable from issuance of preference shares
Sales tax receivable
Other receivables

18,590(936)

24,133(1,270)17,654

22,863

242
545
29
847

285
710
27
169

19,317

24,054

Trade receivables
Trade receivables are non-interest bearing and are generally on 20 to 60 days’ terms. They are recognised
at their original invoice amounts which represent their fair values on initial recognition.
Restricted deposits
Restricted deposits consist of term deposits placed with banks with maturity of more than 3 months.
Expected credit losses
The movement in allowance for expected credit losses for trade receivables computed based on lifetime
ECL was as follows:
Group
2023
2022
US$’000
US$’000
At 1 January
Written back
Written off
Exchange differences
At 31 December

1,270
−
(326)
(8)

1,375
(2)
(17)
(86)

936

1,270

107

Virtual Realities, Human Connections

Notes to the Financial Statements
For the ﬁnancial year ended 31 December 2023

20.

TRADE AND OTHER RECEIVABLES (CONTINUED)
Restricted deposits (continued)
Expected credit losses (continued)

No allowance for ECL has been recognised in respect of the financial years ended 31 December 2023
and 2022 as management has determined that the allowance for ECL is insignificant.
The ageing analysis and ECLs for trade receivables are as follows:
2023
Gross
carrying
amount
US$’000
Current
Less than 30 days
31 to 90 days
91 to 120 days
More than 120 days

2022

Loss
allowance
provision
US$’000

Gross
carrying
amount
US$’000

Loss
allowance
provision
US$’000

17,237
29
2
2
1,320

–
–
–
–
936

22,226
583
41
–
1,283

–
–
–
–
1,270

18,590936

24,133

1,270

The movement in allowance for expected credit losses for other receivables computed based on
12-month ECL was as follows:
Group
2023
2022
US$’000
US$’000

21.

At 1 January
Written off

260
−

316
(56)

At 31 December

260

260

CASH AND CASH EQUIVALENTS
Group
2023
2022
US$’000
US$’000
Cash on hand
Cash at banks

Company2023
2022
US$’000
US$’000

141
102,547

108
39,151−
67,154−
2,725

102,688

39,25967,154

2,725

Cash at banks earns interest at floating rates based on daily bank deposit rates.

108

17LIVE Group Limited - Annual Report 2023

22.

TRADE AND OTHER PAYABLES
Group
2023
2022
US$’000
US$’000

Company2023
2022
US$’000
US$’000

Trade payables

26,38733,747––

Other payables
Accrued operating expenses
Sales tax payable
Withholding income tax

20,146
7,593
704
1,919

7,757
9,297
7,528
715

262
4,840
–
–

–
401
–
–

56,74959,0445,102401

Trade payables are non-interest bearing and are normally settled on 45 to 60 days’ terms.
23.

FINANCIAL LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS
Group
2023
2022
US$’000
US$’000
Warrants
Add: Fair value adjustment
Add: Exchange differences

Preference shares
Add: Fair value adjustment

Company2023
2022
US$’000
US$’000

1,178
(118)
19

1,009
(422)
–

8,449
(7,082)
(288)

8,183
(5,904)
(157)

1,079

587

1,079

2,122

–
–

209,005
1,510

–
–

–
–

–

210,515

–

–

1,079

211,102

1,079

2,122

The Group recognised a net revaluation loss on financial liabilities at fair value through profit or loss of
US$245,681,000 (2022: US$55,860,000) and other comprehensive income of US$(21,000) (2022: US$1,000)
for changes in credit risk on financial liabilities at fair value through profit or loss. The revaluation loss
on preference shares of US$245,363,000 recognised during the financial year ended 31 December 2023
arose mainly due to the higher probability of Initial Public Offering used as an input in the valuation of
the preference shares.
Warrants issued by 17LIVE Inc.
The transaction and contract information of warrants is as follows:(a)

In August 2017, concurrent with the Facility Loan, warrants were issued by 17LIVE Inc. which canbe subscribed for a total of US$225,000 worth of fully paid Series B preference shares or to receive
cash consideration. The warrants will expire ten years after the date of the issuance.
Warrants are exercisable at the option of the holder any time before the expiration date, for all or
any part of the shares of warrant (but not for a fraction of a share) that may be purchased.
The warrants were fully exercised in September 2023.

109

Virtual Realities, Human Connections

Notes to the Financial Statements
For the ﬁnancial year ended 31 December 2023

23.

FINANCIAL LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS (CONTINUED)
Warrants issued by 17LIVE Inc. (continued)(b)

In August 2017 and March 2018, concurrent with the drawdown of Facility A and Facility B Loans,warrants were issued by 17LIVE Inc. which can be purchased for a total of US$450,000 and
US$600,000 worth of the same type of shares issued in the upcoming financing round.
The warrants will expire six years after the date of the issuance. The warrants are exercisable at theoption of the holder, if and when an upcoming financing occurs on or before the expiration date,
for all or any part of the shares of warrant (but not for a fraction of a share) that may be purchased.
The warrants issued in August 2017 expired in July 2023 and the warrants issued in March 2018
were fully exercised in October 2023.

(c)

In January 2020, concurrent with the drawdown of Facility C Loans, warrants were issued by
17LIVE Inc. and the warrants can be purchased for a total of US$700,000 worth of the same typeof shares issued in the upcoming financing round.
The warrants will expire five years after the date of the issuance. The warrants are exercisable at theoption of the holder, if and when an upcoming financing occurs on or before the expiration date,
for all or any part of the shares of warrant (but not for a fraction of a share) that may be purchased.
The warrants were fully exercised in October 2023.

Warrants issued by the Company

110

(a)

In 2022, the Company issued 12,481,799 warrants to the holders of its shares which constitute theOffering Units, the Cornerstone Units and the Sponsor IPO Investment Units (“Public Warrants”)
and 16,000,000 warrants to Vertex SPV (“Private Placement Warrants”) pursuant to a private
placement warrants purchase agreement dated 6 January 2022.

(b)

Each Public Warrant and Private Placement Warrant issued in connection with the Offering Units,
Cornerstone Units and Sponsor IPO Investment Units, entitles the holder to purchase one ordinary
share at a price of S$5.75 per ordinary share, subject to certain terms and conditions. Each Public
Warrant and Private Placement Warrant will become exercisable on the later of 30 days after thecompletion of the Company’s initial business combination or 12 months from the close of theCompany’s initial public offering and will expire on the fifth anniversary of the completion of theCompany’s initial business combination, or earlier upon redemption of the Public Warrants andPrivate Placement Warrants or liquidation of the Company.

(c)

In December 2023, 3,117,960 Public Warrants has been issued to the non-redeeming shareholdersof the Company pursuant to the completion of the Business Combination.

17LIVE Group Limited - Annual Report 2023

23.

FINANCIAL LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS (CONTINUED)
Preference shares
The transaction and contract information of preference shares are as follows:(a)

In March 2017, 17LIVE Inc. issued 73,610,098 shares of Series A convertible redeemable preference
shares (the “Series A Shares”) to facilitate the share swap for the acquisition of Ichi Nana Inc.

(b)

In August 2017 and December 2017, 17LIVE Inc. issued 25,199,948 shares of Series B convertible
redeemable preference shares (the “Series B Shares”) at US$1.2964 per share for cash considerationof US$32,669,000.

(c)

On 16 November 2018 and 28 February 2019, 17LIVE Inc. entered into a Subscription Agreement toallot and issue 16,927,635 and 4,780,000 Series C convertible redeemable preference shares (the“Series C Shares”) for a total consideration of US$20,000,000 and US$5,648,000, respectively.

(d)

In April, July, and September 2020, 17LIVE Inc. issued 22,222,217 shares of Series D convertible
redeemable preference shares (the “Series D Shares”) at US$1.26 per share for a total considerationof US$28,000,000.

(e)

On 1 January 2020, 17LIVE Inc. issued 9,964,361 shares and 1,107,156 holdback shares of Series AA
convertible non-redeemable preference shares (the “Series AA Shares”) at US$1.2263 per share toacquire 100% shareholding of Next Entertainment Global Holding.

The rights, preferences and privileges of the preference shares are as follows:
Redemption rights(a)

If a qualified initial public offering has not occurred before the 3rd year anniversary of the Series
D shares issuance date, holders of any Series A, B, C and D Shares may request redemption of thepreference shares of such series. On receipt of a redemption request from the holders, 17LIVE Inc.
shall redeem all or part, as requested, of the outstanding preference shares of such series.

(b)

The redemption prices of the Series A, B, C and D Shares shall be the entry price and issuanceprice respectively plus compounded interest of 8% per annum computed on the entry priceand issuance price commencing from the relevant subscription date for such Series A, B, C andD Shares.

(c)

The shareholders of Series AA Shares have no redemption rights to 17LIVE Inc. based on thesigned agreement. However, based on the Shareholders’ Agreement of 17LIVE, 17LIVE Inc. is
obliged to redeem all or part of Series AA Shares at the applicable amount at any time on andafter the occurrence of a “Liquidation Event”. The requirement for 17LIVE Inc. to deliver cash to
the shareholders of Series AA Shares upon the occurrence of a “Liquidation Event” may be beyond
the control of 17LIVE Inc., which caused 17LIVE Inc. not having the unconditional right to avoid
delivering cash to settle Series AA Shares. As a result, 17LIVE Inc. accounted for the Series AA
Shares as financial liabilities.
Liquidation Event is defined as (a) a liquidation, winding up or dissolution of 17LIVE Inc.; (b) amerger, consolidation, acquisition or sale or other transaction or series related transactions of
17LIVE Inc. where the shareholders do not retain control of and a majority of the voting power inthe surviving corporation; (c) a Trade Sale; or (d) an exclusive licensing of all or substantially all
Intellectual Property Rights belonging to 17LIVE Inc.

(d)

The redemption rights of all series of preference shares have been extended to 31 December 2025.

111

Virtual Realities, Human Connections

Notes to the Financial Statements
For the ﬁnancial year ended 31 December 2023

23.

FINANCIAL LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS (CONTINUED)
Preference shares (continued)
Conversion rights(a)Each preference share is convertible, at the option of the holder, at any time after the date ofissuance of such preference shares (other than Series AA Shares, which contains only automaticconversion term subject to point (c) below), according to a conversion ratio, subject to adjustments
for dilution, including but not limited to stock splits, stock dividends and capitalisation and certain
other events. Each preference share is convertible into a number of ordinary shares determinedby dividing the applicable original issuance price by the conversion price.

(b)

The conversion ratio of each Series of preference shares were adjusted upon the issuance of thelatest preference share.

(c)Each preference share shall automatically be converted into ordinary shares, at the then applicable
preference share conversion price, upon closing of a qualified initial public offering.

Voting rights(a)Each preference share (other than Series AA Shares) shall have the same voting rights as an
ordinary share and shall carry one vote per preference share and shall be entitled to vote together
with the ordinary shares on an “as-if converted” basis on all matters submitted to a vote of theshareholders of 17LIVE Inc. The holders of the preference shares shall be entitled to receive noticesof, and attend, speak and vote at, any meetings of the shareholders of 17LIVE Inc.

(b)

The shareholders of Series AA Shares shall not have any voting rights and shall not be entitled to
speak or vote at, any meetings of the Shareholders, or act by written consent.

Dividend rights(a)

The Series A to Series D preference shareholders rank pari passu with each other in relation toclaims and/or payment of dividends. The preference shareholders (other than Series AA Shares)
shall be entitled to receive, in preference to any dividend on the ordinary shares, non-cumulative
dividends for each preference share at the rate equal to 8% of, as the case may be, the Series A
preference share issue price, the Series B preference share issue price, the Series C preference
share issue price and the Series D preference share issue price, for each respective preferredshareholder. No dividend, whether in cash, in property, in shares in 17LIVE Inc. or otherwise may
be declared or paid on any other class or series of shares unless and until the preferred dividends
are first paid in full.

(b)

The shareholders of Series AA Shares shall be entitled to receive, in preference to any dividend on
the ordinary shares, non-cumulative dividends if declared by the Board of Directors. No dividend,
whether in cash, in property, in shares in 17LIVE Inc. or otherwise may be declared or paid on any
other class or series of shares unless and until the preferred dividends are first paid in full.

All preference shares were converted into ordinary shares of 17LIVE Inc. on 16 November 2023.

112

17LIVE Group Limited - Annual Report 2023

24.

REDEEMABLE SHARES
Company
US$’000
Proceeds from Offering Units and Cornerstone Units issued on 20 January 2022
Less: Offering expenses allocated to the issuance of redeemable shares
Fair value adjustment of public warrants upon issuance

129,203(2,327)(1,853)Carrying amount of 35,606,000 redeemable shares with par value of S$0.0001
per share recognised on initial recognition
Interest expense relating to accretion of redeemable shares during the year
Exchange differences

125,023
2,621
3,394

Carrying amount of redeemable shares at 31 December 2022
Modification gain on redeemable sharesInterest expense relating to accretion of redeemable shares during the year
Redemption in relation to the Business Combination
Reclassification of non-redeemed shares to equity

131,038(907)
2,701(97,056)(35,776)

Carrying amount of redeemable shares at 31 December 2023−

The modification gain relates to the revision of the expected redemption date of the redeemable shares.
25.

SHARE-BASED PAYMENTS
Employee share option plan
The employee share option plan commenced in March 2017, upon the closing of the share swap among
17LIVE Inc., Paktor and Ichi Nana Inc. Under a share swap agreement, 17LIVE Inc. became the holding
company of Paktor and acquired 53.8% interest of Ichi Nana Inc.. Pursuant to the agreement, all shareoptions and restricted share units of Paktor and Ichi Nana Inc., vested or unvested, shall be assumed
by 17LIVE Inc. and converted into share options and restricted share units of 17LIVE Inc., subject to thesame terms and conditions that are applicable to Paktor and Ichi Nana Inc.’s options and restricted share
units (including expiration date, vesting conditions and exercise provisions).
The disposal of Paktor in March 2020 did not have any impact on the outstanding and exercisable(i.e. vested) options or restricted share units. To the extent any options or restricted share units held by
Paktor’s employees were vested at the time of the disposal, such employees continued to hold such
vested options and restricted share units.
17LIVE Inc.’s share options are subject to a 4-year service vesting condition with 25% of the options
becoming vested each year. Based on the terms of the award agreements with the grantees, theawards granted under the employee share option plan can either be equity-settled or cash-settled, atthe discretion of 17LIVE Inc.
On 5 September 2023, 17LIVE Inc. and one of its original founders entered into an agreement to waive
17LIVE Inc.’s further obligations under a share repurchase agreement, as well as the original founder’srights to the 699,997 share options and 699,997 restricted share units held by him, for an aggregate
consideration of US$1,920,000. There are no share options as of 31 December 2023.

113

Virtual Realities, Human Connections

Notes to the Financial Statements
For the ﬁnancial year ended 31 December 2023

25.

SHARE-BASED PAYMENTS (CONTINUED)
Movement of share options during the financial year
The following table shows the number (No.) and weighted average exercise prices (“WAEP”) of, andmovements in, share options during the financial year:
2023

Outstanding at 1 January
Repurchased
Outstanding at 31 December
Exercisable at 31 December

2022

No.

WAEP
US$

No.

WAEP
US$

699,997(699,997)
–

0.85
–
–

699,997–
699,997

0.85
–
0.85

–

–

699,997

0.85

Fair value of share options granted
The fair value of share options granted is estimated at the date of the grant using a Binomial
option-pricing model, taking into account the terms and conditions upon which the options were
granted.
The following table lists the inputs to the Binomial option-pricing model for the financial years ended
31 December 2022 and 2023.
2023
Share price at grant date (US$)
Expected volatility (%)
Expected life of option (years)
Risk-free interest rate (% p.a.)

2022
–
–
–
–

0.416448
40.85

Restricted share units
17LIVE Inc.’s restricted share units are subject to a 2 to 4 year vesting condition with 12.5% and 25%
becoming vested after the first year and the remaining being vested evenly over the remaining periods
between 12 to 36 months. The restricted share units granted by 17LIVE Inc. can only be settled by shares.
17LIVE Inc. granted restricted share units to its employees subject to certain Initial Public Offering andcorporate transaction conditions and becoming vested after fulfilling the condition under the share
incentive plan (“17LIVE Cayman ESOP”). The restricted share units are subject to the achievement of
performance incentives, and vest based on the incentive for each year. The restricted share units grantedby 17LIVE Inc. can only be settled by shares.

114

17LIVE Group Limited - Annual Report 2023

25.

SHARE-BASED PAYMENTS (CONTINUED)
Movement of restricted share units during the financial year
The following table shows the movements in restricted share units during the financial year:
Group
2023
2022
Number of
Number of
units
units
(’000)(’000)
Outstanding at 1 January– Granted– Exercised– Repurchased– Forfeited

16,8201,751(10,909)(416)(5,298)24,317
1,824––(9,321)

Outstanding at 31 December

1,948

16,820Exercisable at 31 December

301

13,334

The number of units for the periods ended 31 December 2023 and 2022 is adjusted by the exchange ratio
established in the Share Purchase Agreement. Pursuant to the Share Purchase Agreement, 10,909,111
vested restricted share units were converted into ordinary shares of the Company on 7 December 2023.
Fair value of restricted share units granted
The fair value of restricted shares units was determined using the market approach, making reference
to the transaction price of most recent round of financing.
Starting from 15 July 2015, the Board of Directors approved the issuance of restricted shares. The relevant
information is as follows:

Type of arrangement
Restricted shares award
agreement
Restricted shares award
agreement
Restricted shares award
agreement
Restricted shares award
agreement
Restricted shares award
agreement
Restricted shares award
agreement
Restricted shares award
agreement
Restricted shares award
agreement
Restricted shares award
agreement

Year ofgrant date

Share priceon grant
date2015 – 2016 0.4597~0.4779

Number ofunits (’000)(Note)

Contract
periods

Vesting
condition

2,705

4 years

Service period

2018

0.980

8,289

4 years

Service period

2018 – 20190.70~0.98099

9,367

2-4 years

Service period

2020

0.47

6,851

4 years

Service period

2020

0.47

5,129

Indefinite

2020

0.47

4,196

4 years

2021

0.56

1,876

4 years

IPO/Corporatetransaction
Performance
incentive
Service period

2022

0.29

1,824

4 years

Service period2023

0.43~2.01

1,751

4 years

IPO/Service
periodThe expenses incurred on share-based payment transactions for the financial years ended 31 December
2023 and 2022 amounted to US$1,609,000 and US$840,000 respectively.

115

Virtual Realities, Human Connections

Notes to the Financial Statements
For the ﬁnancial year ended 31 December 2023

25.

SHARE-BASED PAYMENTS (CONTINUED)
Undertaking on Promote Shares
The transaction and contract information of Promote Shares are as follows:(a)

As a reward and an incentive for the execution of a successful initial business combination, theCompany has entered into a deed of undertaking with the Sponsor, Vertex Venture Holdings Ltd,pursuant to which the Company undertakes to allot and issue 10,401,500 Shares for a nominal
consideration of S$25,000 (the “Promote Shares”) following the completion of the initial businesscombination in favour of the Sponsor, such Promote Shares (a) to be vested over a certain period
subject to certain terms and conditions; and (b) to constitute no less than 20% of the issued
and paid-up share capital of our Company on a fully diluted basis immediately following thecompletion of the IPO. The consideration for the Promote Shares will be pro-rated based on theamount of Promote Shares vested, allotted and issued as at the relevant vesting dates.
The Promote Shares will vest, and be allotted and issued in favour of Sponsor based on thefollowing schedule:

(b)

(i)

49.0% of the Promote Shares on the date falling 12 months after the completion of the initialbusiness combination;(ii)

17.0% of the Promote Shares on the date during the 10 calendar years following the date ofcompletion of the initial business combination upon the Return to Shareholders exceeding
20%;

(iii)

17.0% of the Promote Shares on the date during the 10 calendar years following the date ofcompletion of the initial business combination upon the Return to Shareholders exceeding
40%; and(iv)

17.0% of the Promote Shares on the date during the 10 calendar years following the date ofcompletion of the initial business combination upon the Return to Shareholders exceeding60%.

As stated in the Company’s circular dated 9 November 2023, the Sponsor has agreed to waive its
right to the allotment and issuance of up to 6,310,600 Promote Shares to Vertex SPV.

Earnout Shares(a)

In connection with the Business Combination, and pursuant to the Share Purchase Agreement,
the Company shall allot and issue up to 24,408,000 Earnout Shares at the Issue Price to the 17LIVE
Inc Shareholders in two tranches on the Earnout Vesting Dates (starting in 30 April 2024), subject
to the Financial Targets for Earnout achieved by the Group.

(b)

No Earnout shares were granted for the financial year ended 31 December 2023.

Executive Incentive Scheme (“EIS”)

116

(a)

In connection with the Business Combination, and pursuant to the SPA, the Company shall allot
and issue up to 2,550,000 EIS Shares at the Issue Price to the Key Executives on the EIS Vesting
Dates (starting in 30 April 2024) subject to and based on the Financial Targets for EIS achievedon 7 December 2023.

(b)

No EIS shares were granted for the financial year ended 31 December 2023.

17LIVE Group Limited - Annual Report 2023

26.

SHARE CAPITAL
Company
2023
2022
2023
2022
Number of ordinary shares
Amount (US$’000)
Beginning of financial year
Surrender of 1 ordinary share at
S$0.0001 par value
Issuance of shares (Sponsor IPO Shares)
at S$0.0001 par value
Issuance of ordinary shares in relation
to the Business Combination

171,371,431

–

13

–

End of financial year

177,371,431

6,000,000

13

–(i)

(i)

6,000,000

1

–(i)

–(i)

–

(1)

–

–(i)

–

6,000,000––(i)

Balance is below US$1,000

The par value of the ordinary shares is Singapore Dollars (“S$”) 0.0001 per share.
On 20 January 2022, Vertex Co-Investment Fund Pte. Ltd. (“Vertex SPV”) surrendered and forfeited its
one ordinary share of S$0.0001 par value for no consideration. Subsequently upon the Company’s listingon the SGX-ST on 20 January 2022, 41,606,000 units of S$5.00 per unit were allotted and issued as fully
paid to shareholders of which each unit comprised one ordinary share and 0.3 of one warrant per share.
6,000,000 ordinary shares which constitute the Sponsor IPO Investment Units (Sponsor IPO Shares)
are classified as equity on the balance sheet. 35,606,000 ordinary shares (Redeemable shares) whichconstitute the Offering Units and Cornerstone Units were classified as a liability on the balance sheet
as of 31 December 2022. Upon completion of the Business Combination, 26,016,200 redeemable shareswere redeemed by shareholders and the 9,589,800 that were not redeemed by the shareholders wereclassified as ordinary shares as of 31 December 2023.
On 7 December 2023, the Company completed its acquisition of 17LIVE and pursuant to the completion,
the Company issued 160,162,651 ordinary shares to the shareholders of 17LIVE as consideration for
the acquisition, 660,000 ordinary shares to private investment in public equity (“PIPE”) investors, and9,589,800 ordinary shares and 958,980 bonus shares to non-redeeming shareholders of VTAC.
27.

SHARE PREMIUM
Share premium pertains to the difference between the par value of the ordinary shares and theconsideration for the exercise of the restricted share units or the fair value of new shares issued pursuant
to the Business Combination or the fair value of preference shares at the date of conversion.

28.

OTHER RESERVES
Group
2023
2022
US$’000
US$’000

Company2023
2022
US$’000
US$’000

Share-based payment reserve
Foreign currency translation reserve
Fair value reserve
Reorganisation reserve

5,293(4,544)–(12,505)

15,944(5,255)(194)(12,505)

–
9,080
–
–

–
199
–
–

Total

(11,756)(2,010)

9,080

199

(a)

Share-based payment reserve
Share-based payment reserve represent the equity settled share options and restricted shares
units granted to employees. The reserve is made up of the cumulative value of services renderedby employees recorded over vesting period commencing from grant date and is reduced by the
expiry or exercise of the share options or restricted share units.

117

Virtual Realities, Human Connections

Notes to the Financial Statements
For the ﬁnancial year ended 31 December 2023

28.

OTHER RESERVES (CONTINUED)(b)

Foreign currency translation reserve
The foreign currency translation reserve represents exchange difference arising from thetranslation of the financial statements of foreign operations whose functional currencies aredifferent from that of the Group’s presentation currency.

(c)

Fair value reserve
The change in credit risk of financial liabilities at fair value through profit or loss are recorded in
the fair value reserve.

29.

RELATED PARTY TRANSACTIONS
Key management compensation
Group
2023
2022
US$’000
US$’000

30.

Salaries and other short-term employee benefits
Share-based payment

800
837

1,036
304

Total

1,637

1,340

PLEDGED ASSETSThe Group’s assets pledged as collateral are as follows:Book value
Group
2022
US$’000

Security deposits

4,261

3,696

–

–

Restricted deposits

242

285

–

–

–

–

–

332

4,503

3,981

–

332

Escrow account118

Company2023
2022
US$’000 US$’000

2023
US$’000

PurposeRestricted deposits pursuant toJapanese Payment Services
Act and rental deposits
Restricted deposits for credit
cards
The amount placed in theescrow account cannot be
drawn down save for the
purpose of an initial businesscombination, and so on.

17LIVE Group Limited - Annual Report 2023

31.

SEGMENT INFORMATION
For management’s purpose, the Group is organised into two operating business segments, namely:(a)Live streaming; and(b)

Others, which include the business from live-commerce and Wave App.

Management monitors the operating results of its business units separately for the purpose of making
decisions about resource allocation and performance assessment. Segment performance is evaluatedbased on operating profit or loss which in certain respects, as explained in the table below, is measured
differently from operating profit or loss in the consolidated financial statements.
Live
streaming
US$’000

Others
US$’000

Revenue from external customers
Results:
Revaluation loss on financial liabilities
Depreciation and amortisation
Finance costs
Income tax expense
Segment profit/(loss)
Assets:Additions to non-current assets
Segment assets

270,8128,115−

278,927−(1,966)(90)(174)
32,790

−
(51)
−
(1)
593

(245,681)(2,602)(20)(2,748)(278,375)(245,681)(4,619)(110)(2,923)(244,992)

4,318
44,599

3
5,878

2,388
113,666

6,709
164,143

Segment liabilities

54,9852,183

16,40473,572357,694

6,024−

363,718−(2,029)(154)(2,014)36,671

−
(1)
−
−
(872)

(55,860)(2,862)(18)(6,140)(78,662)(55,860)(4,892)(172)(8,154)(42,863)

1,212
52,671

24
3,934

1,150
46,825

2,386
103,430

57,143

1,637

227,848286,628

2023

2022
Revenue from external customers
Results:
Revaluation loss on financial liabilities
Depreciation and amortisation
Finance costs
Income tax expense
Segment profit/(loss)
Assets:Additions to non-current assets
Segment assets
Segment liabilities

Unallocated
US$’000

Total
US$’000

119Virtual Realities, Human Connections

Notes to the Financial Statements
For the ﬁnancial year ended 31 December 2023

31.

SEGMENT INFORMATION (CONTINUED)
Reconciliations
Segment assets are reconciled to total assets as follows:
Group
2023
2022
US$’000
US$’000
Segment assets for reportable segments
Other segment assets

44,5995,878

52,671
3,934

Total segment assets

50,47756,605

Unallocated:
Property, plant and equipment
Right-of-use assets
Intangible assets
Deferred tax assets
Cash and cash equivalents
Trade and other receivables
Prepaid operating expenses
Other current assets
Others106
2,038
24,363
3,294
81,385
716
486
157
1,121

152
858
26,231
1,531
14,706
817
533
1,577
420

Total assets

164,143

103,430

The unallocated intangible assets mainly consist of goodwill, which is not allocated to any reportablesegment, in view that the carrying value of goodwill arose from the acquisition of 17LIVE Japan, which
is principally engaged in activities across the Group’s segments.
The unallocated trade and other receivables mainly consist of receivable from the issuance of preference
shares which is not allocated to any segments.
Segment liabilities are reconciled to total liabilities as follows:
Group
2023
2022
US$’000
US$’000

120

Segment liabilities for reportable segments
Other segment liabilities

54,9852,183

57,143
1,637

Total segment liabilities

57,16858,780

Unallocated:
Trade and other payables
Income tax payable
Financial liabilities at fair value through profit or loss
Provisions
Other current liabilities
Deferred tax liabilities
Lease liabilities

10,416
2,211
1,079
1,244
39
–
1,415

9,166
5,624
211,102
341
164
593
858

Total liabilities

73,572286,628

17LIVE Group Limited - Annual Report 2023

31.

SEGMENT INFORMATION (CONTINUED)
Geographical information
2023

Revenue
Gross profit
Non-current assets

Japan
US$’000

Taiwan
US$’000

Others
US$’000

Total
US$’000

190,21396,011
2,507

70,406
14,281
4,052

18,308
4,657
24,242278,927
114,949
30,801Japan
US$’000

Taiwan
US$’000

Others
US$’000

Total
US$’000

251,927
104,889
1,259

86,83017,264590

24,961
3,996
27,338363,718
126,149
29,187

2022

Revenue
Gross profit
Non-current assets

Non-current assets information presented above consist of property, plant and equipment, right-of-use
assets and intangible assets as presented in the balance sheet of the Group.
32.

FAIR VALUE OF ASSETS AND LIABILITIES(a)Fair value hierarchy
The Group categorises fair value measurements using a fair value hierarchy that is dependent on
the valuation inputs used as follows:–

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities thatthe entity can access at the measurement date. A market is regarded as active where amarket in which transactions for the asset or liability take place with sufficient frequency
and volume to provide pricing information on an ongoing basis.

–

Level 2: Inputs other than quoted prices included within Level 1 that are observable for theasset or liability, either directly or indirectly.

–

Level 3: Unobservable inputs for the asset or liability.

Fair value measurements that use inputs of different hierarchy levels are categorised in its entirety
in the same level of the fair value hierarchy as the lowest level input that is significant to the entire
measurement.

121Virtual Realities, Human Connections

Notes to the Financial Statements
For the ﬁnancial year ended 31 December 2023

32.

FAIR VALUE OF ASSETS AND LIABILITIES (CONTINUED)(b)Assets and liabilities measured at fair value
The following table shows an analysis of each class of assets and liabilities measured at fair value
at the reporting date:
Level 1
US$’000

Level 2
US$’000

Level 3
US$’000

Total
US$’000

31 December 2023
Financial liabilities measured atfair value through profit or loss
Warrants

533

−

546

1,079

31 December 2022
Financial liabilities measured atfair value through profit or loss
Warrants
Preference shares

−
−

−
−

587
210,515587
210,515−−

211,102

211,102

There was no transfer between Level 1 and Level 2 for the financial years ended 31 December
2023 and 2022.
(c)

Level 3 fair value measurements(i)

Information about significant unobservable inputs used in Level 3 fair value measurements
In 2022, the fair value of convertible and redeemable preference shares was determinedusing the market approach, making reference to the transaction price of the most recent
round of financing and taking into consideration factors such as market volatility, successful
exit and liquidation transaction.
The following table shows the information about fair value measurements using
unobservable inputs (Level 3):
2022
Range
Preference shares:– Risk-free rate
– Volatility

4.3%
76.0%

The following table shows the impact on the Level 3 fair value measurement of liabilities
that are sensitive to changes in unobservable inputs that reflect reasonably possible
alternative assumptions. The positive and negative effects are approximately the same.

Input
Preference shares
Preference shares

122

Risk-free rate
Volatility

2022
Recognised in profit or loss
Favourable Unfavourable
Changechangechange
US$’000
US$’000±1%±1%

163,545
116,097(159,114)(120,601)

17LIVE Group Limited - Annual Report 2023

32.

FAIR VALUE OF ASSETS AND LIABILITIES (CONTINUED)(c)

Level 3 fair value measurements (continued)(ii)

Movements in Level 3 liabilities measured at fair value
The following table presents the reconciliation for all liabilities measured at fair value basedon significant unobservable inputs (Level 3):
Financial liabilities at fairvalue through profit or loss
2023
2022
US$’000
US$’000
At 1 January
Revaluation loss on financial liabilities
Change in credit risks through other comprehensive
incomeExpired during the period
Conversion to ordinary shares
Reverse acquisition
Exchange differences
At 31 December(iii)

211,102245,786

155,243
55,86021(133)(456,836)
597
9

(1)
–
–
–
–

546

211,102

Valuation policies and procedures
For all significant financial reporting valuations using valuation models and significant
unobservable inputs, it is the Group’s policy to engage external valuation experts who
possess the relevant credentials and knowledge on the subject of valuation, valuation
methodologies and IFRS 13 fair value measurement guidance to perform the valuation.
For valuations performed by external valuation experts, the appropriateness of the valuation
methodologies and assumptions adopted are reviewed along with the appropriatenessand reliability of the inputs (including those developed internally by the Group) used in
the valuations.
In selecting the appropriate valuation models and inputs to be adopted for each valuationthat uses significant non-observable inputs, external valuation experts are requested tocalibrate the valuation models and inputs to actual market transactions (which may include
transactions entered into by the Group with third parties as appropriate) that are relevantto the valuation if such information is reasonably available.
Significant changes in fair value measurements from period to period are evaluated forreasonableness. Key drivers of the changes are identified and assessed for reasonablenessagainst relevant information from independent sources, or internal sources if necessary
and appropriate.

(d)

Assets and liabilities not measured at fair value
Trade and other receivables, cash and cash equivalents, other current assets, trade and otherpayablesThe carrying amounts of these balances approximate their fair values due to the short-term natureof these balances.

123

Virtual Realities, Human Connections

Notes to the Financial Statements
For the ﬁnancial year ended 31 December 2023

33.

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIESThe Group is exposed to financial risks arising from its operations and the use of financial instruments.
The key financial risks include credit risk and liquidity risk.
The board of directors reviews and agrees on policies and procedures for the management of theserisks, which are executed by the management team. It is, and has been, throughout the current andprevious financial year, the Group’s policy that no trading in derivatives for speculative purposes shallbe undertaken.
The following sections provide details regarding the Group’s exposure to the above-mentioned financial
risks and the objectives, policies and processes for the management of these risks.
There has been no change to the Group’s exposure to these financial risks or the manner in which it
manages and measures the risks.
(a)Credit risk
Credit risk refers to the risk that the counterparty will default on its contractual obligations
resulting in a loss to the Group. The Group’s exposure to credit risk arises primarily from trade andother receivables. For other financial assets, the Group minimises credit risk by dealing exclusively
with high credit rating counterparties.
The Group considers the probability of default upon initial recognition of asset and whether there
has been a significant increase in credit risk on an ongoing basis throughout each reporting
period.
The Group has determined the default event on a financial asset to be when internal and/or
external information indicates that the financial asset is unlikely to be received, which could
include default of contractual payments due for more than 180 days or there is significant difficultyof the counterparty.
To assess whether there is a significant increase in credit risk, the Group compares the risk of a
default occurring on the asset as at reporting date with the risk of default as at the date of initialrecognition. The Group considers available reasonable and supportive forward-looking information
which includes the following indicators:

124–

External credit rating–

Actual or expected significant adverse changes in business, financial or economic conditions
that are expected to cause a significant change to the debtor’s ability to meet its obligations–

Actual or expected significant changes in the operating results of the debtor–

Significant increases in credit risk on other financial instruments of the same debtor–

Significant changes in the expected performance and behaviour of the debtor, includingchanges in the payment status of debtor and changes in the operating results of the debtor.

17LIVE Group Limited - Annual Report 2023

33.

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)(a)

Credit risk (continued)
The Group determined that its financial assets are credit-impaired when:–

There is significant difficulty of the issuer or the debtor–

A breach of contract, such as a default or past due event–

It is becoming probable that the debtor will enter bankruptcy or other financial
reorganisation–

There is a disappearance of an active market for that financial asset because of financial
difficulty

Financial assets are written off when there is no reasonable expectation of recovery, such as adebtor failing to engage in a repayment plan with the Group. Where loans and receivables havebeen written off, the Group continues to engage enforcement activity to attempt to recover thereceivable due. Where recoveries are made, these are recognised in profit or loss.
Trade receivables
The Group provides for lifetime expected credit losses for all trade receivables using a provision
matrix, estimated based on historical credit loss experience based on the past due status of the
debtors, adjusted as appropriate to reflect current conditions and estimates of future economic
conditions. Accordingly, the credit risk profile of trade receivables is presented based on their past
due status in terms of the provision matrix.
Information regarding loss allowance movement and credit risk exposure on trade receivables isdisclosed in Note 20.
Excessive risk concentration
There is no significant concentration of credit risk relating to the Group’s trade receivables.
Exposure to credit risk
At the end of the reporting period, the Group’s maximum exposure to credit risk is represented
by the carrying amount of financial assets recognised in the balance sheet of the Group.
Other receivables
The Group assessed the latest performance and financial position of the counterparties, adjusted
for the future outlook of the industry in which the counterparties operate in. The Group measured
the impairment loss allowance using 12-month ECL and recognised an allowance for ECL of
US$260,000. Information regarding loss allowance movement and credit risk exposure on otherreceivables is disclosed in Note 20.

125Virtual Realities, Human Connections

Notes to the Financial Statements
For the ﬁnancial year ended 31 December 2023

33.

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)(b)

Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting financial obligations
due to shortage of funds. The Group’s exposure to liquidity risk arises primarily from mismatchesof the maturities of financial assets and liabilities. The Group manages and maintains adequate
cash and cash equivalents to finance the Group’s operations.
Analysis of financial instruments by remaining contractual maturities
The table below summarises the maturity profile of the Group’s financial liabilities at the end of
the reporting period based on contractual undiscounted repayment obligations.

Less than
1 year
US$’000

Total
US$’000

2023
Financial liabilities
Trade and other payables
Lease liabilities
Warrants

54,126
2,164
1,079

−
2,636
−

−
−
−

54,126
4,800
1,079

Total undiscounted financial
liabilities

57,3692,636−

60,0052022
Financial liabilities
Trade and other payables
Lease liabilities
Preference shares
Warrants

50,801
972
243,566
587

−
1,024
−
−

−
7
−
−

50,801
2,003
243,566
587

Total undiscounted financial
liabilities

295,9261,024

7

296,957

Company
1 to
3 to
3 years
5 years
US$’000
US$’000

Total
US$’000

Less than
1 year
US$’000

126

Group
1 to
3 to
3 years
5 years
US$’000
US$’000

2023
Financial liabilities
Trade and other payables
Warrants

5,102
1,079

−
−

−
−

5,102
1,079

Total undiscounted financial
liabilities

6,181

−

−

6,181

2022
Financial liabilities
Trade and other payables
Warrants

401
2,122

−
−

−
−

401
2,122

Total undiscounted financial
liabilities

2,523

−

−

2,523

17LIVE Group Limited - Annual Report 2023

34.

FINANCIAL INSTRUMENTS BY CATEGORYAt the reporting date, the aggregate carrying amounts of financial assets at amortised cost and financial
liabilities at amortised cost were as follows:
Group
2023
2022
US$’000
US$’000
Financial assets measured atamortised cost
Short term investment
Trade and other receivables
Cash and cash equivalents
Security deposits
Financial liabilities measured atamortised cost
Trade and other payables
Redeemable shares

35.

Company2023
2022
US$’000
US$’000–
19,288102,688
4,261–
24,02739,2593,696––
67,154–

157,559–
2,725–

126,237

66,982

67,154160,284

54,126–50,801
–

5,102
–

401
131,038

54,12650,801

5,102

131,439

CAPITAL RISK MANAGEMENTThe Group’s objectives when managing capital are to safeguard the Group’s ability to continue as agoing concern in order to provide returns for shareholders and to maintain an optimal capital structure
to reduce the cost of capital. In order to improve the Group’s capital structure, the Group may issue newshares or sell assets to reduce debt rate. The Group monitors capital on the basis of the debt ratio. Thisratio is calculated as total liabilities divided by total assets.
As of 31 December 2023 and 2022, the Group’s debt ratios are as follows:
Group
2023
2022
US$’000
US$’000
Total assets
Total liabilities
Debt ratio

36.

164,143
73,572

103,430
286,628

0.45

2.77

AUTHORISATION OF FINANCIAL STATEMENTS FOR ISSUE
The consolidated financial statements for the financial years ended 31 December 2023 were authorisedfor issue in accordance with a resolution of the directors on 27 March 2024.

127

Virtual Realities, Human Connections

Statistics of Shareholding
As at 11 March 2024

SHAREHOLDERS’ INFORMATION
Number of issued shares (excluding treasury shares)
Class of shares
Voting rights:::

177,371,431
Ordinary share
One vote per share

The Company does not have any treasury shares and subsidiary holdings as at 11 March 2024.
DISTRIBUTION OF SHAREHOLDINGS

Size of Shareholdings
1 - 99100 - 1,000
1,001 - 10,000
10,001 - 1,000,000
1,000,001 and above
Total

No. ofShareholders%

No. ofShares

%

8
528
480
166
26

0.66
43.71
39.74
13.74
2.15

375
308,866
1,571,643
16,876,440
158,614,107

0.00
0.17
0.89
9.51
89.43

1,208

100.00177,371,431

100.00TWENTY LARGEST SHAREHOLDERS

No.

Name

No. ofShares

%*

1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.

CITIBANK NOMINEES SINGAPORE PTE LTD
INFINITY E.VENTURES ASIA III, L.P.
M17 GROWTH SPV LLC
CGS-CIMB SECURITIES (SINGAPORE) PTE. LTD.
VERTEX LEGACY CONTINUATION FUND PTE. LTD.
DBS NOMINEES (PRIVATE) LIMITEDVERTEX GROWTH FUND PTE. LTD.
VENEZIO INVESTMENTS PTE LTD
VERTEX CO-INVESTMENT FUND PTE LTD
PAV INVESTMENTS PTE. LTD.
IVP ANNEX I LLC
TALENT DRAGON CO., LTD.
VERTEX VENTURES SEA FUND III PTE. LTD.
NORTHPARK ADVISORY LTD.
GLOBAL GRAND LEISURE PTE. LTD.
UOB KAY HIAN PRIVATE LIMITEDYJ2 INVESTMENT PARTNERSHIPGSR VENTURES V (SINGAPORE) PTE. LTD.
M17 GROWTH SPV B LLC
UNITED OVERSEAS BANK NOMINEES (PRIVATE) LIMITED

24,462,775
19,453,132
18,703,753
18,028,572
14,443,679
8,084,516
6,908,725
6,600,000
6,000,000
5,741,307
3,480,038
2,723,387
2,705,514
2,311,556
2,183,569
2,063,387
1,685,457
1,684,378
1,571,494
1,548,853

13.79
10.97
10.54
10.16
8.14
4.56
3.90
3.72
3.38
3.24
1.96
1.54
1.53
1.30
1.23
1.16
0.95
0.95
0.89
0.87

150,384,092

84.78

TOTAL
* Based on 177,371,431 issued shares (excluding treasury shares) as at 11 March 2024.

128

17LIVE Group Limited - Annual Report 2023

SUBSTANTIAL SHAREHOLDERS(As recorded in the Register of Substantial Shareholders as at 11 March 2024)

Vertex Legacy Continuation Fund Pte. Ltd. (“VLCF”)
Vertex Venture Holdings Ltd (“VVHL”)
M17 Growth SPV LLC
Aika Tong
KTB China Synergy Fund
Woori Venture Partners Co., Ltd.
Infinity e.Ventures Asia III, L.P.
Growth Tree Ltd
Infinity e.Ventures Asia III (GP), Ltd.
Akio Tanaka
Dragon Alexander Limited
Phua Jiexian Joseph
Temasek Holdings (Private) Limited (“Temasek”)
Fullerton (Private) Limited (“Fullerton”)
Ellensburg Holding Pte. Ltd. (“Ellensburg”)

DirectInterest%*

DeemedInterest%*

14,443,679–
18,703,753
201,266
9,384,654–
19,453,132–––
16,055,627
–
–
–
–

8.14
–
10.54
0.11
5.29
–
10.97
–
–
–
9.05
–
–
–
–

–
30,057,918(1)1,571,494(2)25,795,543(3)–9,384,654(4)–19,453,132(5)19,453,132(6)19,453,132(7)–16,055,627(8)42,399,225(9)30,057,918(10)30,057,918(11)

–
16.95
0.89
14.54
–
5.29
–
10.97
10.97
10.97
–
9.05
23.90
16.95
16.95

* Based on 177,371,431 issued shares (excluding treasury shares) as at 11 March 2024.
Notes:(1)

Vertex Co-Investment Fund Pte. Ltd. (“VCIF”) is wholly-owned by Vertex Master Fund I Pte. Ltd. (“VMF”), which is in turn wholly-owned by
VVHL. By virtue of this, VVHL has a deemed interest in the shares in the Company which VCIF holds (3.38%) pursuant to Section 4 of the
Securities and Futures Act 2001 of Singapore (“SFA”).
VMF holds 38.1% in Vertex Ventures SEA Fund III Pte. Ltd. (“VVSEA III”). VMF is wholly-owned by VVHL. By virtue of this, VVHL has a deemedinterest in the shares in the Company which VVSEA III holds (1.53%) pursuant to Section 4 of the SFA.
Vertex Master Fund II Pte. Ltd. (“VMF II”) holds 49.3% interest in Vertex Growth Fund Pte. Ltd. (“VGF”). VVHL holds 74.7% of VMF II. By virtueof this, VVHL has a deemed interest in the shares in the Company which VGF holds (3.90%) pursuant to Section 4 of the SFA.
VVHL holds 43.8% of VLCF. By virtue of this, VVHL has a deemed interest in the shares in the Company which VLCF holds (8.14%) pursuant
to Section 4 of the SFA.

(2)

M17 Growth SPV B LLC is wholly-owned by M17 Growth SPV LLC. Accordingly, M17 Growth SPV LLC is deemed to be interested in the 1,571,494
shares of the Company held by M17 Growth SPV B LLC by virtue of Section 4 of the SFA.

(3)

M17 Growth SPV B LLC is wholly-owned by M17 Growth SPV LLC, which is in turn wholly-owned by Aika Tong. Accordingly, Aika Tong isdeemed to be interested in the 1,571,494 shares of the Company held by M17 Growth SPV B LLC by virtue of Section 4 of the SFA.
Northpark Advisory Ltd. and Talent Dragon Co., Ltd. are wholly-owned by Aika Tong, and Aika Tong owns 28.0% of Chia Nine Investments
Co., Ltd. Accordingly, Aika Tong is deemed to be interested in the shares of the Company held by each of Northpark Advisory Ltd., Talent
Dragon Co. Ltd. and Chia Nine Investments Co., Ltd. by virtue of Section 4 of the SFA.

(4)KTB China Synergy Fund is wholly-owned by Woori Venture Partners Co., Ltd. Accordingly, Woori Venture Partners Co., Ltd. is deemed to
be interested in the shares of the Company held by KTB China Synergy Fund by virtue of Section 4 of the SFA.

(5)

Growth Tree Ltd holds 100% of the shareholding interest in Infinity e.Ventures Asia III (GP), Ltd. Infinity e.Ventures Asia III (GP), Ltd. is thegeneral partner of Infinity e.Ventures Asia III L.P. and has the authority to exercise control of the disposal over the shares held by Infinity
e.Ventures Asia III L.P. pursuant to the limited partnership agreement.
Accordingly, Growth Tree Ltd. is deemed interested in the shares of the Company held by Infinity e.Ventures Asia III L.P. by virtue of Section
4 of the SFA.

(6)

Infinity e.Ventures Asia III (GP), Ltd. is the general partner of Infinity e.Ventures Asia III L.P. and has the authority to exercise control of thedisposal over the shares held by Infinity e.Ventures Asia III L.P. pursuant to the limited partnership agreement.
Accordingly, Infinity e.Ventures Asia III (GP), Ltd. is deemed interested in the shares of the Company held by Infinity e.Ventures Asia III L.P.
by virtue of Section 4 of the SFA.

(7)

Akio Tanaka holds 100% of the shareholding interest in Growth Tree Ltd, which holds 100% of the shareholding interest in Infinity e.Ventures
Asia III (GP), Ltd. Infinity e.Ventures Asia III (GP), Ltd. is the general partner of Infinity e.Ventures Asia III L.P. and has the authority to exercise
control of the disposal over the shares held by Infinity e.Ventures Asia III L.P. pursuant to the limited partnership agreement.
Accordingly, Akio Tanaka is deemed to be interested in the shares of the Company held by Infinity e.Ventures Asia III L.P. by virtue ofSection 4 of the SFA.

129

Virtual Realities, Human Connections

Statistics of Shareholding
As at 11 March 2024(8)Phua Jiexian Joseph holds 100% of the shareholding in Dragon Alexander Limited. Accordingly, Phua Jiexian Joseph is deemed to beinterested in the shares of the Company held by Dragon Alexander Limited, by virtue of Section 4 of the SFA.

(9)

Temasek is deemed to be interested in 6,600,000 shares held by Venezio Investments Pte. Ltd. and 35,799,225 shares in which certain of
its other subsidiaries and associated companies have direct or deemed interests pursuant to Section 4 of the SFA.

(10) Fullerton is deemed to be interested in 30,057,918 shares in Ellensburg, its wholly-owned subsidiary, has a deemed interest pursuant to
Section 4 of the SFA.
(11)

Ellensburg is deemed to be interested in 30,057,918 shares in which certain of its subsidiaries have direct or deemed interests pursuant to
Section 4 of the SFA.

PERCENTAGE OF SHARES HELD BY THE PUBLIC
Based on information available to the Company as at 11 March 2024, approximately 34.94% of the Company’s
shares are held in the hands of public. Accordingly, the Company has complied with Rule 723 of the Listing
Manual of the SGX-ST.

130

17LIVE Group Limited - Annual Report 2023

DISTRIBUTION OF WARRANTHOLDINGS

Size of Shareholdings
1 – 99100 – 1,000
1,001 – 10,000
10,001 – 1,000,000
1,000,001 and above
Total

No. ofWarrantholders%

No. ofWarrants

%

19
925
106
37
4

1.74
84.78
9.72
3.39
0.37

920
319,930
329,300
3,893,374
27,056,235

0.01
1.01
1.04
12.32
85.62

1,091

100.0031,599,759

100.00TWENTY LARGEST WARRANTHOLDERS

No. NameNo. ofWarrants

%*

1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.

VERTEX CO-INVESTMENT FUND PTE LTD
VENEZIO INVESTMENTS PTE LTD
DBS NOMINEES (PRIVATE) LIMITEDRAFFLES NOMINEES (PTE.) LIMITEDCITIBANK NOMINEES SINGAPORE PTE LTD
MORGAN STANLEY ASIA (SINGAPORE) SECURITIES PTE LTD
DBS VICKERS SECURITIES (SINGAPORE) PTE LTD
THAM FOO KHEYMERRILL LYNCH (SINGAPORE) PTE. LTD.
PER TIONG KEE
EE GUAN WHATT DAVIDLIM CHER KHIANGCGS-CIMB SECURITIES (SINGAPORE) PTE. LTD.
MOOMOO FINANCIAL SINGAPORE PTE. LTD.
OCBC SECURITIES PRIVATE LIMITEDKONG KOK PENGHUI CHI SING KENNYTAN ENG CHUA EDWINKHOO HWEE SAN
PHILLIP SECURITIES PTE LTD

19,000,000
3,000,000
2,615,654
2,440,581
671,340454,290432,300
270,940
235,940
155,560
150,350
135,448
122,900
116,480
115,345
107,050
102,000
100,000
91,00081,020

60.13
9.49
8.28
7.72
2.12
1.44
1.37
0.86
0.75
0.49
0.48
0.43
0.39
0.37
0.37
0.34
0.32
0.32
0.29
0.26

TOTAL

30,398,198

96.22* Based on 31,599,759 issued warrants as at 11 March 2024.

Exercise Price:

S$5.75 payable for each whole share on the exercise of a warrant, subject to theadjustments as described in the terms and conditions in respect of the warrants
pursuant to the Warrant Agreement as detailed in the Company’s Prospectus(the “Warrant Conditions”).

Exercise Period:

The period commencing on the later of (a) 30 days after the completion of theCompany’s initial business combination; or (b) 12 months from the close of theOffering and terminating on the Warrant Expiration Date (defined below).

Warrant Expiration Date:

The earlier to occur of: (a) 5:00 p.m., Singapore time on the date that is five years
after the date on which the Company completes its initial business combination;(b) the Company’s Liquidation; or (c) (other than with respect to the Private
Placement Warrants (as defined in the Circular dated 9 November 2023) to theextent then held by Vertex Co-Investment Fund Pte. Ltd. (also known as Vertex
SPV) or its Permitted Transferees), 5:00 p.m., Singapore time on the Warrant
Redemption Date as provided in the Warrant Conditions.

Warrant Agent:

Boardroom Corporate & Advisory Services Pte. Ltd.
1 Harbourfront Avenue, #14-07 Keppel Bay Tower, Singapore 098632

131

This page has been intentionally left blankThis page has been intentionally left blankThis page has been intentionally left blankP.O. Box 309 Ugland House
Grand Cayman KY1-1104
Cayman Islands

17LIVE Group Limited

17LIVE Group Limited

ANNUALREPORT
2023

ANNUAL REPORT 2023

VIRTUAL REALITIESHUMAN CONNECTIONS