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Final Results and Notice of AGM

7th Dec 2010 07:05

RNS Number : 4853X
LED International Holdings Ltd
07 December 2010
 



7 December 2010

 

LED International Holdings Limited

("LED" or the "Company")

 

Final Results for the year ended 30 June 2010 and Notice of AGM

 

The board of directors of LED (the "Board") is pleased to present the Company's annual report and audited financial statements for the year ended 30 June 2010 (the "Financial Report").

 

In addition, the Board also gives notice that its AGM will be held at Room 1013, Shen Hua Commercial Building, 2018 Jia Bin Road, Luo Wu, Shenzhen, the People's Republic of China at 5:00pm (local time) on 30 December 2010.

 

The Financial Report and Notice of AGM are currently being sent to shareholders and will shortly be available for download from the Company's website, www.led-intl.com, in accordance with AIM Rule 20.

 

For further information:

 

LED International Holdings Limited

Stephen Chan, Chief Financial Officer

+852 2243 3100

Allenby Capital Limited

Brian Stockbridge / Alex Price

+44 (0) 20 3328 5656

 

Notes to Editors:

 

LED International Holdings Limited and its subsidiaries specialise in the development, manufacture and sale of low powered led screens, outdoor signs, lamps, lighting and building illumination; and high powered / medium powered led energy efficient indoor and outdoor lighting products.

 

For more information, please visit: http://www.led-intl.com

 

FINANCIAL HIGHLIGHTS

 

2010

HK$'000

2009

HK$'000

Continuing operations

Led display screens:

Revenue

-

15,833

Gross loss

(638)

(6,831)

Gross profit margin

-

-43%

Led element products:

Revenue

36,267

25,663

Gross profit before impairment and write off

 

4,444

 

164

Gross profit/(loss) after impairment and write off

 

4,444

 

(3,067)

Gross profit margin before impairment and write off

 

12.2%

 

1%

Gross profit margin after impairment and write off

 

12.2%

 

-12%

Discontinued operations

Led signboard, lighting and lighting engineering:

Revenue

-

-

Gross profit

-

-

Gross profit margin

-

-

Loss for the year

(27,538)

(72,485)

Total shareholders' funds

24,835

20,912

CHAIRMAN'S STATEMENT

 

INTRODUCTION

LED (AIM:LED) and its subsidiaries (together the "Group") specialise in the development, manufacture and sale of led module and other led products such as led screens, advertising displays, outdoor signs, lamps, lighting and building illumination. The Board of Directors (the "Board") is pleased to report on the final results of the Group for the year ended 30 June 2010.

 

The shareholders shall note that our independent auditor, HLB Hodgson Impey Cheng, has qualified certain balances of the consolidated financial statements for the year ended 30 June 2010.

 

QUALIFICATION OF INDEPENDENT AUDITOR'S REPORT

 

1. Scope limitation - Opening balances and corresponding figures

 

The corresponding figures in the consolidated financial statements of the Group for the year ended 30 June 2010 were derived from the consolidated financial statements of the Group for the year ended 30 June 2009 which were audited by us and our independent auditors' report dated 30 December 2009 contained a disclaimer of opinion arising from: (i) scope limitation on the consolidation of subsidiary in Shenzhen; (ii) scope limitation on prior year qualification affecting opening balances; and (iii) scope limitation on impairment loss on other receivables. We were unable to obtain sufficient reliable evidence and information to satisfy ourselves as to whether the net assets of the Group as at 30 June 2009 and the results and the related disclosures in the notes to the consolidated financial statements of the Group for the year ended 30 June 2009 were fairly stated. Any adjustments that might have been found to be necessary to the opening balances as at 1 July 2009 would have a consequential significant effect on the net assets of the Group as at 30 June 2010, and the results and the related disclosures in the notes to the consolidated financial statements of the Group for the year ended 30 June 2010.

 

2. Scope limitation - Deconsolidation of Shenzhen China-LED Photo-Technology Limited

 

The directors of the Company considered that the Group's control over Shenzhen China-LED Photo-Technology Limited ("Shenzhen LED") had been lost, further details of which are set outin note 3 to the consolidated financial statements. In preparing the consolidated financial statements of the Group for the year ended 30 June 2010, the Company had deconsolidated Shenzhen LED as from 17 April 2010and recordeda net loss on deconsolidation of Shenzhen LED of approximately HK$11,142,000.

 

Due to the effect of the limitation described in note 3 to the consolidated financial statements, the Company was unable to ascertain the valuation, existence and completeness of the assets and liabilities of Shenzhen LED as at the date of deconsolidation. We were unable to carry out audit procedures to obtain sufficient reliable audit evidence to satisfy ourselves as to whether the loss on the deconsolidation of Shenzhen LED and its results included in the consolidated financial statements up until the date of deconsolidation of Shenzhen LED, as well as the related disclosures set out in the notes to the consolidated financial statements are free from material misstatement. Any adjustments that might have been found to be necessary in respect of the above would have a consequential significant effect on the consolidated statement of comprehensive income of the Group for the year ended 30 June 2010 and its cash flows for the year then ended.

 

The shareholders shall be informed that the independent auditor's qualification on the opening balances and corresponding figures has no financial impact on our financial position at 30 June 2010 and the financial results for the year then ended. The Board expects the auditor's same qualification on opening balances and corresponding figures would be removed from our subsequent financial statements.

 

The Board has set out the details in respect of deconsolidation of subsidiary, as contained under the heading of Deconsolidation of Subsidiary below. Shenzhen LED was deconsolidated from the Group during the financial year ended 30 June 2010, and the Board expects there would be no financial impact on any subsequent financial statements of the Company.

OPERATING REVIEW

The global business environment had deteriorated generally throughout the year under review and, like many other business, our operating performance picked up quite slowly caused by the general slowdown in China's domestic and export markets. The Group experienced a loss for the year ended 30 June 2010. This was mainly attributable to a reduction in export and domestic sales orders from the Group's customers as a result of a general economic slowdown during the financial year, and a conservative approach over negotiating sales orders in view of the deteriorating credit quality of overseas customers.

 

As a result of the above factors, the Board is continuing to implement measures to diversify sources of revenue and to reduce expenditure, control production costs and expand the customer base in different areas, such as overseas markets, where there is demand for higher value products. The Board considers that the overall Group's operations remain sound.

 

FINANCIAL REVIEW

Revenue and loss attributable to shareholders for the year ended 30 June 2010 amounted to approximately HK$36,267,000 (approximately £2,901,000) (2009: HK$41,496,000) and HK$27,538,000 (approximately £2,203,000) (2009: HK$72,485) respectively. During the financial year ended 30 June 2010, the Group achieved a reduction in the loss from continuing operations and discontinued operation by HK$10,004,000 (approximately £800,000) and HK$34,943,000 (approximately £2,795,000) respectively from prior years. The reduction in the loss from continuing operations was accomplished by improved gross profit generated from continuing operations and controlled operating expenditures for the year in amounts of HK$13,704,000 (approximately £1,096,000) and HK$7,442,000 (approximately £595,000) respectively from prior years; and compensated by a net loss on deconsolidation of subsidiary in an amount of HK$11,142,000 (approximately £891,000) for the year.

 

Continuing operating revenue for the year generated from led element products mainly supplied to major home appliance manufacturers in China, was increased by HK$10,604,000 (approximately £848,000)from 2009. The Group had strengthened its product quality control and customer relationship with the existing major customers and explored to diversify to other sources of revenue and customers during the financial year.

 

Operating gross margin of led element products of 12.2% was achieved during the financial year, 11.2% higher than 2009, due to the controls on product quality and production costs. Overall negative margin of led element products in 2009 was caused by impairment and write off of inventories in a total amount of HK$3,231,000 (approximately £258,000) not dealt with in prior years.

 

The Company almost completed a contract to supply a led display screen to be delivered in phases during the financial year ended 30 June 2010, as contained under the heading of Contract Review below. Since September 2007, no business transactions on sales of led signboards, led lighting and lighting engineering had been conducted, which represented the Group's discontinued operations.

 

The Group continued to strengthen its controls on continuing operating expenditures during the financial year. The significant reduction in the Group's loss was primarily attributable to (i) the impairment loss on goodwill, included under operating expenses, from the continuing operations of approximately HK$11,732,000 (approximately £938,000), following the substantial deterioration of global business environment, in particular in the led business sector in China in prior years; (ii) off setting by additional impairment losses and depreciation charges of property, plant and equipment in amounts of HK$3,038,000 (approximately £243,000) and HK$267,000 (approximately £21,000) respectively; and (iii) additional finance costs in an amount of HK$778,000 (approximately £62,000) during the year; (iv) write-off of uncontrolled subsidiary in an amount of HK$11,142,000 (approximately £891,000).

 

In response to the intense competition in led products in China, the Group has pursued to strengthen its research and development capabilities through the acquisition of Strongbase New Shenzhen Limited to further raise its brand profile to distinguish itself from generic led product suppliers, as contained under the headings of Acquisition of Subsidiary and Joint Venture below.

 

CONTRACT UPDATE

Since 30 June 2010, the North Point Project has been substantially completed. The final installment of approximately HK$1,129,000 (approximately £90,000), net of deductions and retentions, due to the Company has been delayed as a result of certain technical issues. The Board has endeavored to resolve those technical issues with the owner of the North Point Project and the Board expects that the Company will receive this sum upon satisfactory resolution of those technical issues, as agreed by both parties, which is expected by the Board to be early in 2011. The Company will continue to work hard to coordinate with the Project owner to carry out final completion checks.

 

ACQUISITION OF SUBSIDIARY

On 29 July 2008, the Company acquired a 100 per cent. equity interest in Strongbase New Shenzhen Limited ("Strongbase New"), a specialist in led and led related products, accessories and appliances. Strongbase New has both R&D and manufacturing expertise in relation to led related products and possesses numerous patents and other intellectual property rights for led products and led applications. Its product offering includes led devices, displays, lighting and appliances. The acquisition of Strongbase New allows the Group to broaden its product offering to include higher specification products for both its domestic markets and international customers. It will also provide the Group with access to new intellectual property for further product development.

 

Furthermore, Strongbase New is being used to form an integral part of the corporate vehicle to develop and expand the Group's existing business in developing led lighting solutions, as containedunder the heading of Joint Venture below.

 

The aforesaid acquisition is in the process of application of legal title transfer and change of business scope and the Board expects that this would be completed by end of February 2011.

 

DECONSOLIDATION OF SUBSIDIARY

Following a strategic review by the Board, it was decided that a disposal of Shenzhen China-LED Photo-Technology Limited ("Shenzhen LED") was in the best interests of shareholders. Shenzhen LED had ceased its business operations by September 2007. Production was transferred elsewhere and no trading by or through Shenzhen LED had been conducted since September 2007. Shenzhen LED previously manufactured led screens.

 

The Group entered into a sale and purchase agreement with Tian Fu Kai Jia Information Company Limited ("TFKJ") on 13 April 2009 to dispose of Shenzhen LED for a consideration of RMB25 million (approximately £2,300,000) payable quarterly in four equal tranches of RMB6.25 million (approximately £575,000) commencing from the date of completion of the disposal, subject to certain conditions precedent, which include inter alia, obtaining the relevant approvals from the PRC government authorities in relation to the disposal of Shenzhen LED. The Group has instructed its legal advisors to obtain the relevant approval from the Chinese government authorities in relation to the disposal and obtain a charge on 45 per cent. of capital value of certain led projects held by TFKJ, which are currently pending for certain government approvals to install the relevant led screens in China, to secure TFKJ's payment obligations.

 

In accordance with the legal advice given to the Company, Shenzhen LED is in the process of liquidation without any operating business license in China and, as such, the Chinese government authorities may not approve any change in its shareholders until the liquidation of Shenzhen LED has been completed. As a result, the Group is not able to effect the disposal of Shenzhen LED and, in view of TFKJ's obligations to provide a security on certain led projects currently pending for certain government approvals, the Group and TFKJ agreed to terminate the relevant sale and purchase agreement in respect of disposal of Shenzhen LED. As such, Shenzhen LED was deconsolidated from the Group during the financial year. Shenzhen LED will go through the usual liquidation procedures in China.

 

JOINT VENTURE

On 27 May 2010, the Company entered into a joint venture agreement to develop and expand its existing business in developing led lighting solutions (the "Joint Venture"). The Joint Venture Partners have knowledge, experience and industry contacts in the led lighting business and the Company hopes to leverage this collective expertise to capitalise on the potential opportunities available both internationally and within China.

 

The Company's wholly owned subsidiary, LED International Energy Conservation Holdings Limited, which legally owns LED International Green Energy Corporation Limited ("LED Green") and Carten International Limited for the purpose to own Strongbase New, is being used as the corporate vehicle for the Joint Venture. The Company has a majority stake (60%) in the Joint Venture. LED Green has procured a source of supplies from CREE, Inc., a leading supplier of led products and components, for recurring purchases of led components at a competitive cost. Furthermore, Strongbase New has also procured the registration of its own brand name "Green Pearl" to enhance market penetration into China. The Company is confident that its strict product quality control and competitive pricing will allow it to launch a range of exclusive products in China and overseas markets.

 

In order to effectively implement its expansion strategy the Group has put in place a secured banking facility with DBS Bank (Hong Kong) Limited, a regional bank in Hong Kong. Accordingly, on 22 June 2010, the Group was granted a facility of HK$10 million, inclusive of a trade finance option.

 

AUTHORISED SHARE CAPITAL

On 12 July 2010, the authorised share capital of the Company was increased from HK$35 million divided into 350 million shares of the Company of HK$0.10 each to HK$70 million divided into 700 million shares of HK$0.10 each.

 

FUND RAISING

Issuance of Convertible Loan Notes

On 8 September 2009, the Company issued a Convertible Loan Notes to Mr. Thomas Li, LED's Chairman, for the loan by him of a sum of HK$2,500,000 (approximately £200,000) to support the Company's working capital position. Mr. Li had lent to the Company since November 2008 a total sum of HK$9,379,000 (approximately £750,000) and it had been agreed with Mr. Li that of this sum HK$8,500,000 (approximately £680,000) would be convertible into new shares in the capital of the Company via the issue of convertible loan notes (the "LoanNotes") to him. The Loan Notes are convertible into ordinary shares of LED at a 10 per cent. discount to the volume weighted average price for the 30 days immediately preceding the date of conversion. During the financial year ended 30 June 2010, Mr. Li had exercised his rights under the Loan Notes to convert into ordinary shares of LED, as contained under the heading of Directors' Dealings in Shares below.

 

The outstanding loan, amounting to HK$3,379,000 (approximately £270,000) due to Mr. Li attracts interest at 4 per cent. above 3 month LIBOR.

 

Placing of new Ordinary Shares of LED ("Ordinary Shares")

On 10 February 2010, the Company placed 5,000,000 new Ordinary Shares of HK$0.10 each ("First Placing Shares") at a placing price of 1.5 pence per First Placing Share, raising £75,000. The placing proceeds were used to augment LED's working capital position.

 

On 19 March 2010, the Company placed 78,000,000 new Ordinary Shares of HK$0.10 each ("Second Placing Shares") at a placing price of 2.0 pence per Second Placing Share, raising £1.56 million. The placing proceeds were used to augment the Company's working capital position.

 

ISSUANCE OF NEW ORDINARY SHARES

An EGM was held on 26 February 2010 to authorise the Board to allot 19,320,000 Ordinary Shares so as to discharge its existing obligations in respect of the acquisition of Kepu Electronic Technology (Shenzhen) Company Limited, as announced on 1 May 2007.

 

The Company will be allotting 19,320,000 Ordinary Shares of HK$0.10 each to the vendor, Sun Wah Enterprise Investment Holdings Limited ("Sun Wah"). Sun Wah had nominated Mr. Weng Xiao Yong to take up the said allotment of Ordinary Shares.

 

On 9 April 2010, Mr. Allan Leung, a former employee of the Company, was allotted 1,579,778 new Ordinary Shares in lieu of his final compensation payment.

 

DIRECTORS' DEALINGS IN SHARES

Exercise of Management Share Options

On 2 January 2010, Mr. Stephen Chan, LED's Chief Financial Officer, exercised his share options over 4,363,539 Ordinary Shares, awarded to him on 18 May 2009, at a price of HK$0.10 (approximately 1 pence) per Ordinary Share.

 

On 4 January 2010, Mr. Allan Leung, exercised his share options over 15,272,388 Ordinary Shares, awarded to him on 3 June 2009, at a price of HK$0.10 (approximately 1 pence) per Ordinary Share.

 

Exercise of Convertible Loan Notes

On 4 January 2010, Mr. Thomas Li exercised his rights under the Loan Note Instrument and Subscription Agreement dated 8 September 2009 to convert HK$8,500,000 (approximately £680,000) Loan Notes into 37,845,058 Ordinary Shares at a conversion price of approximately HK$0.22 (1.80 pence) per Ordinary Share.

 

Directors' dealings

On 5 January 2010, Mr. Thomas Li acquired, from his brother, Mr. Lee Man Bun, 16,025,000 Ordinary Shares at a price of HK$0.12 (1 pence) per Ordinary Share.

 

On 15 January 2010, Thomas Li and Stephen Chan acquired 10,095,927 Ordinary Shares and 3,856,461 Ordinary Shares respectively at a price of HK$0.1899 (1.5 pence) per Ordinary Share respectively.

 

On 19 March 2010, Mr. Thomas Li was placed 33,000,000 Second Placing Shares, as contained under the sub-heading of Placing of new Ordinary Shares of LED ("Ordinary Shares") above.

 

As at the date of these accounts, Mr. Thomas Li and Mr. Stephen Chan now held 96,965,985 Ordinary Shares and 8,220,000 Ordinary Shares respectively, representing 28.84 per cent. and 2.44 per cent. respectively of the then issued share capital of LED ("Issued Share Capital"). The Issued Share Capital currently consists of 336,238,267 Ordinary Shares.

 

On 22 July 2010, the Company resolved to grant 5 million share options each at exercise price of 1.595 pence per share each to Mr. Thomas Li and Mr. Stephen Chan respectively. Following these option grants, the total number of shares under option is 22,943,287 (representing 6.39 per cent. of the Issued Share Capital following issue) of which the number granted to the directors is 10 million (representing 2.78 per cent. of the Issued Share Capital following issue).

 

BOARD CHANGES

Mr. Dennis Ow, Deputy Chief Executive Officer, resigned from the Board with effect from 21 February 2010.

 

CHANGE OF REGISTERED OFFICE AND PRINCIPAL PLACE OF BUSINESS

With effect from 1 January 2010, the Company's registered office changed to Suite 911, 9/F., Exchange Tower, 33 Wang Chiu Road, Kowloon Bay, Kowloon, Hong Kong.

 

With effect from 1 October 2010, Kepu Electronic Technology (Shenzhen) Company Limited ("Kepu"), a wholly owned subsidiary, changed its principal place of business to 1st Phase of Zhongxinbao Hi-Tech Park, Xixiang Town, Baoan District, Shenzhen City, Guangdong Province, the People's Republic of China.

 

AUDITED FINANCIAL STATEMENTS

The shareholders shall note that the complete set of audited financial statements of the Company for the year ended 30 June 2010 together with the independent auditor's report thereon are available on the Company's website (http://www.led-intl.com) in accordance with AIM Rule 20.

 

ANNUAL GENERAL MEETING

The Board will deliver to the shareholders of LED the notice of the forthcoming Annual General Meeting, which will be held at Room 1013, Shen Hua Commercial Building, 2018 Jia Bin Road, Luo Wu, Shenzhen, the People's Republic of China at 5:00pm on 30 December 2010.

 

DIVIDEND

The Directors are not recommending payment of a dividend for the period under review, and the Board is committed to an ongoing review of the Company's dividend policy.

 

CURRENT OUTLOOK AND PROSPECTS

The Board remains confident in the Group's long-term growth potential and considers that the overall operations of the Group remain sound. The Group has endeavoured to diversify its sources of revenues and customers both domestic market in China and overseas. In view of recent fast and dynamic developments in the markets, the Group shall pursue different strategies towards different products and markets for the foreseeable future, as set out below.

 

Low power led display screens and modules

In order to well equip and facilitate ourselves to meet customers' orders and demands, Kepu's manufacturing facility has relocated to new production plant and location, as contained under the heading of Change of Registered Office and Principal Place of Business above. The Group intends to strengthen its customer relationship with major customers in China. Currently, Kepu supplies approximately 80 per cent. and 40 per cent. of led display screens and modules for major customers' exports of air-conditioners and micro-wave ovens respectively, and targets to increase its supplies up to 80 per cent. of their export purchases. The Group plans to expand further business with the existing major customers and business opportunities with other major potential customers in the market.

 

High power and mid power led lighting solutions

Following with the formation of the Joint Venture, as contained under the heading of Joint Venture above, the Group endeavours to develop and expand its existing led lighting solutions and the Board is pleased to refer to the operational update announced immediately prior to these results.

 

LED International Energy Conservation Holdings Limited has recently appointed a sole agent to sell led lighting solutions, more specifically led energy saving light bulbs and tubes, under the registered trademark of "Green Pearl" in Japan. The Group endeavours to diversify its different sources of customers in the overseas markets, especially in Europe.

 

Our expertise in the led sector, as well as our focus on higher value added Cree based products, can help the Group to focus on the niche markets such as led street lights integrating with solar power supply and specialized power storage devices. We believe it is a positive indication of our significant progress in the development in higher-end led products. The Group is pursuing to develop higher value added led products, such as led lighting business and to focus on areas where demand will remain strong.

 

Led real estate advertising screens

Another key objective is to further develop our expertise in producing high quality, reliable and innovative led products and solutions, and we will exploit this expertise in the led sector to explore business opportunities in the led related media business. China has a comparatively low per capita spending in outdoor advertising and, coupled with the Chinese government's determination to maintain domestic consumption in 2011, we believe there are good opportunities for the Group to enter the outdoor media market and to leverage its led products and established relationships with leading media players in China. The Group is also looking for other sources of outdoor media market overseas.

 

APPRECIATION

Finally, on behalf of the Board, I would like to thank our customers, suppliers and shareholders for their continued support of LED International Holdings Limited. I would also like to acknowledge the hard work of the management and all the staff for their contribution and dedication to the Company.

 

 

 

 

 

Thomas Li

Executive Chairman

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 JUNE 2010

 

2010

2009

HK$'000

HK$'000

(Restated)

Revenue

36,267

41,496

Cost of sales

(32,461)

(51,394)

 

Gross profit/ (loss)

 

3,806

 

(9,898)

Other income

301

40

Other gains

70

8

Distribution costs

(347)

(336)

Administrative expenses

(12,817)

(11,224)

Finance costs

 (902)

 (124)

Other operating expenses

(6,569)

(50,951)

Net loss on deconsolidation of subsidiary

(11,142)

-

Loss before tax

(27,600)

(72,485)

Income tax credit

62

-

Loss for the year

(27,538)

(72,485)

Other comprehensive income/ (expense)

Exchange differences on translating foreign operations

34

(103)

 

Other comprehensive income/ (expense) for the year

 

34

 

(103)

Total comprehensive expense for the year

(27,504)

(72,588)

Loss attributable to:

Owners of the Company

(27,527)

(72,485)

Non-controlling interests

(11)

-

(27,538)

(72,485)

Total comprehensive expense attributable to:

Owners of the Company

(27,493)

(72,588)

Non-controlling interests

(11)

-

(27,504)

(72,588)

Loss per share

From continuing and discontinued operations

- Basic and diluted (HK cents per share)

(11)

(38.71)

From continuing operations

- Basic and diluted (HK cents per share)

(11)

(20.05)

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2010

 

2010

2009

HK$'000

HK$'000

Non-current assets

Property, plant and equipment

6,316

8,951

Goodwill

10,518

12,832

 

16,834

 

21,783

Current assets

Inventories

6,266

4,156

Trade and other receivables

24,345

13,514

Cash and bank balances

10,132

320

 

40,743

 

17,990

Assets classified as held for sale

-

33,942

 

40,743

 

51,932

Current liabilities

Trade and other payables

25,320

18,604

Borrowings

1,715

-

Amount due to a director

842

9,923

Current tax liabilities

1,486

1,476

 

29,363

 

30,003

Liabilities directly associated with

assets classified as held for sale

 

 

 

-

 

22,800

 

29,363

 

52,803

Net current assets/ (liabilities)

11,380

(8,71)

Non-current liabilities

Loan from a director

3,379

-

Net assets

24,835

20,912

Capital and reserves

Share capital

33,624

19,418

Share premium

116,297

97,131

Reserves

(125,475)

(107,062)

Amount recognised directly in equity

relating to assets held for sale

 

-

 

11,425

 

Equity attributable to owners of the Company

 

24,446

 

20,912

Non-controlling interests

389

-

Total equity

24,835

20,912

 

CONSOLIDATED STATEMENT OF CASHFLOWS

FOR THE YEAR ENDED 30 JUNE 2010

 

2010

2009

HK$'000

HK$'000

Cash flows from operating activities

Loss before tax

(27,600)

(72,485)

Adjustments for:

 Interest income

-

 (2)

Interest expenses

902

124

Depreciation of property, plant and equipment

2,911

2,644

Impairment loss on goodwill

2,314

14,046

Impairment loss on property, plant and equipment

-

15,660

Impairment loss on intangible assets

-

15,870

Net loss on deconsolidation of a subsidiary

11,142

-

Write-off of property, plant and equipment

3,054

16

Gain on disposal of property, plant and equipment

(70)

(8)

Equity-settled share-based payment expenses

-

2,642

(7,347)

(21,493)

Movements in working capital:

(Increase) / Decrease in inventories

(2,110)

5,629

(Increase) / Decrease in trade and other receivables

(10,830)

3,196

Increase / (Decrease) in trade and other payables

6,489

(2,179)

(Decrease) / Increase in amount due to a director

(581)

9,923

Net cash used in operating activities

(14,379)

(4,924)

Cash flows from investing activities

Payment for purchase of property, plant and equipment

(3,398)

(2,140)

Proceeds from disposal of property, plant and equipment

171

8

Derecognition of cash of a subsidiary deconsolidated

(108)

-

Interest received

-

2

Net cash used in investing activities

(3,335)

(2,130)

Cash flows from financing activities

Capital injection from minority shareholders of a subsidiary

400

-

Loan advanced from a director

3,379

-

Proceeds from bank borrowings

1,623

-

Proceeds from issue of shares upon placements

19,948

-

Proceeds from issue of shares upon exercise of share options

1,963

-

Proceeds from issue of shares

300

7,191

Interest paid

(297)

(124)

Net cash generated from financing activities

27,316

7,067

Net increase in cash and cash equivalents

9,602

13

Cash and cash equivalents at the beginning of the year

428

429

Effect of foreign exchange rate changes

10

(14)

Cash and cash equivalents at the end of the year

10,040

 428

 

KEY NOTES TO THE FINANCIAL REPORT

 

1. BASIS OF PREPARATION

 

The consolidated financial statements for the year ended 30 June 2009 comprise the Company and its subsidiaries (together referred to as the "Group").

 

The preparation of financial statements in conformity with IFRSs requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

 

2. GOING CONCERN

 

The Group incurred a consolidated net loss from operations attributable to the owners of the Company of approximately HK$27,527,000 for the year ended 30 June 2010. The Group is currently undertaking a number of measures to improve its liquidity and financial position. The consolidated financial statements have been prepared on a going concern basis, the validity of which depends upon the ongoing financial support from the Company's substantial shareholder to finance the Group's future working capital for its continuing operations.

 

During the year ended 30 June 2010 and subsequently, management has taken measures to improve the liquidity and financial position of the Group as follows:

 

a. The Group has been discussing with prospective investors to obtain new working capital;

 

b. The management has taken action to tighten cost controls over various operating and general and administrative expenses; and

 

c. The Group has been negotiating with its principal bankers to obtain banking facilities to secure its financial support for the working capital of the Group.

 

Accordingly, the directors are of the opinion that it is appropriate to prepare the consolidated financial statements for the year ended 30 June 2010 on a going concern basis notwithstanding the Group's liquidity and financial position as at 30 June 2010. However, if these measures were not to be successful or insufficient, or if the going concern basis were not be appropriate, adjustments would have to be made to write down the value of assets to their recoverable amounts, to provide for further liabilities which might arise and to reclassify non-current assets as non-current liabilities as current assets and current liabilities respectively. The effect of these adjustments has not been reflected in the consolidated financial statements.

 

 

3. DECONSOLIDATION OF SHENZHEN LED

 

The Group entered into a preliminary sale and purchase agreement dated 11 February 2009 to dispose of its entire interest in a wholly-owned subsidiary, Shenzhen China-LED Photo-Technology Limited ("Shenzhen LED"). The assets and liabilities of Shenzhen LED had been reclassified as held for sale as at 30 June 2009 and the results of Shenzhen LED were previously presented under discontinued operation in the consolidated financial statements for the year ended 30 June 2009. However, the disposal of Shenzhen LED did not proceed. The sale and purchase agreement dated 11 February 2009 was effectively terminated on 17 April 2010.

 

 Notwithstanding that the Group owned the entire equity interests in Shenzhen LED, Shenzhen LED was no longer regarded as subsidiary of the Group as the directors of the Company are of the opinion that the control of the subsidiary had been lost during the year.

 

The directors of Company considered that Shenzhen LED is not under control by the Company given (i) the Company was unable to obtain any books and records from Shenzhen LED; (ii) the Company had not been provided with any up-to-date financial reports of Shenzhen LED and thus had no information as to the current financial situation of Shenzhen LED; and (iii) the company search of Shenzhen LED stating that its license had been suspended on 6 September 2009. As a result, the Company expressed a lack of confidence in its ability to properly control and manage Shenzhen LED. In light of this situation, the directors of the Company resolved to deconsolidate Shenzhen LED with the effective date on 17 April 2010. The consolidated statement of comprehensive income presented a loss of HK$11,142,000 on deconsolidation of Shenzhen LED.

 

4. SEGMENT INFORMATION

 

Adoption of IFRS 8 Operating Segments

 

The Group has adopted IFRS 8 Operating Segments with effect from 1 January 2009. IFRS 8 requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segments and to assess their performance. In contrast, the predecessor standard (IAS 14 Segment Reporting) required an entity to identify two sets of segments (business and geographical), using a risks and returns approach, with the entity's "system of internal financial reporting to key management personnel" serving only as the starting point for the identification of such segments. The adoption of IFRS 8 has not changed the identification of the Group's reportable segments.

 

Products from which reportable segments derive their revenues

 

In prior years, segment information reported externally was analysed on the basis of the types of products sold by the Group's operating divisions (i.e. led display screens, led element products, and led signboards, led lighting and lighting engineering). The application of IFRS 8 has not resulted in a redesignation of the Group's segments as compared with the business segments determined in accordance with IAS 14. The Group's reportable segments under IFRS 8 are as follows:

 

Operations

• led display screens

• led element products

 

Information regarding the above segments in accordance with IFRS 8 is reported below.

 

Segment revenues and results

 

The following is an analysis of the Group's revenue and results from operations by reportable segment.

 

Led display screens

Led element products

Consolidated

2010

2009

2010

2009

2010

2009

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

Revenue and results

Segment revenue

-

15,833

36,267

25,663

36,267

41,496

Segment results

(638)

(6,831)

(16,780)

(21,695)

(17,418)

(28,526)

Other income

301

48

Other gains

70

-

Central administrative expenses

 

(9,651)

 

(43,883)

Finance costs

(902)

(124)

Loss before tax

(27,600)

(72,485)

 

Revenue reported above represents revenue generated from external customers. There were no inter-segment sales during the year ended 30 June 2010 (2009: Nil).

 

The accounting policies of the reportable segments are the same as the Group's accounting policies.

 

Segment loss represents the loss incurred by each segment without allocation of central administration costs including directors' salaries, finance costs and income tax expense. This is the measure reported to the chief operating decision maker for the purposes of resource allocation and assessment of segment performance.

 

Segment assets and liabilities

 

2010

2009

HK$'000

HK$'000

Segment assets

Led display screens

1,179

1,303

Led element products

51,821

33,912

Total segment assets

53,000

35,215

Assets relating to discontinued operation

-

33,942

Unallocated assets

4,577

4,558

Consolidated assets

57,577

73,715

 

2010

2009

HK$'000

HK$'000

Segment liabilities

Led display screens

220

6,267

Led element products

26,588

13,813

Total segment liabilities

26,808

20,080

Liabilities relating to discontinued operation

-

22,800

Unallocated liabilities

5,934

9,923

Consolidated liabilities

32,742

52,803

 

For the purposes of monitoring segment performance and allocating resources between segments:

 

• all assets are allocated to reportable segments other than unallocated assets including deposit for acquisition of Strongbase New Shenzhen Limited and certain bank balances. Goodwill is allocated to reportable segments. Assets used jointly by reportable segments are allocated on the basis of the revenues earned by individual reportable segments; and

 

• all liabilities are allocated to reportable segments other than current tax liabilities and unallocated liabilities including interest payable, amount due to a director and loan from a director. Liabilities for which reportable segments are jointly liable are allocated in proportion to segment assets.

 

Other segment information

 

2010

2009

HK$'000

HK$'000

Depreciation

Led display screens

14

-

Led element products

2,897

2,644

2,911

2,644

Additions to non-current assets

Led display screens

78

-

Led element products

3,320

2,140

3,398

2,140

Impairment loss recognised on goodwill

Led display screens

-

-

Led element products

2,314

14,046

2,314

14,046

Impairment loss recognised on trade and other receivables

Led display screens

-

-

Led element products

213

235

213

235

Property, plant and equipment written off

Led display screens

-

-

Led element products

3,054

16

3,054

16

 

Revenue from major products

 

The analysis of the Group's revenue from operations from its major products is disclosed in "segment revenues and results".

 

Geographical information

 

The Group operates in two principal geographical areas - Hong Kong and the People's Republic of China (the "PRC") excluding Hong Kong.

 

The Group's revenue from operations from external customers and information about its non-current assets by geographical location are detailed below.

 

2010

2009

HK$'000

HK$'000

Revenue from external customers

Hong Kong

5,484

15,833

The PRC

30,783

25,663

36,267

41,496

 

Non-current assets (Note (a))

Hong Kong

274

-

The PRC

6,042

8,951

6,316

8,951

 

Note:

(a) Non-current assets excluding those relating to discontinued operation and goodwill.

 

Information about major customers

 

Revenues from customers of the corresponding years contributing over 10% of the total revenue of the Group are as follows:

2010

2009

HK$'000

HK$'000

Customer A 1

N/A 3

15,833

Customer B 2

3,834

12,364

Customer C 2

8,964

N/A 3

1 Revenue from sales of led display screens.

2 Revenue from sales of led element products.

3 The corresponding revenue does not contribute over 10% of the total revenue of the Group in the respective year.

 

 

 

5. LOSS PER SHARE

 

From continuing and discontinued operations

 

The calculation of the basic and diluted loss per share attributable to owners of the Company is based on the following data:

 

2010

2009

HK$'000

HK$'000

Loss for the year

Loss for the purpose of basic loss per share

(loss for the year attributable to owners of the Company)

 

 

(27,538)

 

 

(72,485)

Interest on liability component of convertible loan notes (net of tax)

 

96

 

-

Loss for the purpose of diluted loss per share

(27,442)

(72,485)

Number of shares

Weighted average number of ordinary shares for the purpose of basic loss per share

 

250,366,262

 

187,253,817

 

The denominators used are the same as those detailed above for both basic and diluted loss per share.

 

For the year ended 30 June 2010, the diluted loss per share equals the basic loss per share because the exercise of share options and conversion of all outstanding convertible loan notes would have anti-dilutive effect.

 

For the year ended 2009, the diluted loss per share equals the basic loss per share because there was no potential dilutive share.

 

From continuing operations

 

The calculation of the basic and diluted loss per share from continuing operations attributable to owners of the Company is based on the following data:

Loss figures are calculated as follows:

2010

2009

HK$'000

HK$'000

Loss for the year

Loss for the year attributable to owners of the Company

(27,538)

(72,485)

Less: Loss for the year from discontinued operation

-

(34,943)

 

Loss for the purpose of basic loss per share from continuing operations

 

 

(27,538)

 

 

(37,542)

Interest on liability component of convertible loan notes (net of tax)

 

96

 

-

Loss for the purpose of diluted loss per share from continuing operations

 

(27,442)

 

(37,542)

 

Number of shares

Weighted average number of ordinary shares for the purpose of basic loss per share

 

250,366,262

 

187,253,817

 

The denominators used are the same as those detailed above for both basic and diluted loss per share.

 

For the year ended 30 June 2010, the diluted loss per share from continuing operations equals the basic loss per share from continuing operations because the exercise of share options and the conversion of all outstanding convertible loan notes would have anti-dilutive effect.

 

For the year ended 2009, the diluted loss per share from continuing operations equals the basic loss per share from continuing operations because there was no potential dilutive share.

 

6. EVENTS AFTER THE REPORTING PERIOD

 

(a) Subsequent to the end of the reporting period, the Company has given a corporate guarantee and has pledged its bank deposit of approximately HK$10,000,000 to a bank to secure the banking facilities of the Group's subsidiary.

 

(b) On 22 July 2010, the board of directors approved to grant 10,000,000 share options. Each option gives the eligible participants the right to subscribe for one ordinary share of the Company. The terms and conditions of the options granted are as follows:

 

 

Grantee

 

Date of grant

 

Exercise period

Exercise price

Number of share options

Directors

22 July 2010

22 July 2010 to 21 June 2015

1.595 pence

10,000,000

 

Up to the date of this report, the above share options have not been exercised.

 

 

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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