13th Feb 2009 07:30
13 February 2009
LED International Holdings Limited
Restoration of trading and the publication of Final Results
for the Year Ended 30 June 2008
Restoration of Trading to AIM
The ordinary shares of LED have been restored to trading on the publication of final results for the year ending 30 June 2008 ("accounts"). The ordinary shares of LED were suspended from trading on AIM following the failure to publish the accounts by 31 December 2008.
The accounts are now detailed below.
CHAIRMAN'S STATEMENT
INTRODUCTION
LED International Holdings Limited (the "Company" or "LED International") and its subsidiaries (collectively referred to as the "Group") specialise in the development, manufacture and sale of LED module and other LED products such as LED screens, outdoor signs, lamps, lighting and building illumination. The Board of Directors is pleased to report on the consolidated results of the Group for the financial year ended 30 June 2008.
LATE PUBLICATION OF THE FINAL RESULTS
The Company acknowledges that these accounts should have been published by no later than 31 December 2008. However, due to a number of issues referred to in more detail below, the Board was unable to do so. The Board sincerely apologises to the shareholders for this and has undertaken measures to avoid any similar situations in the future.
The delay of issuing the audited accounts on time derived primarily from the accounting treatment of Shenzhen China LED Photo Technology Limited ("Shenzhen LED"), a subsidiary of the Company under disposal. This is dealt with in a note below and the Board considers that the situation has now been satisfactorily dealt with.
The Board is pleased to inform shareholders that a new Chief Financial Officer has been appointed as part of the Board's drive to strengthen the financial management and control of the Group. Further details are noted below.
Finally, shareholders will note that the independent auditors have qualified the accounts of Shenzhen LED.
The Board has implemented a number of strengthening measures to the Group's financial controls and operations, including appointment of a firm of independent accounting firm to review the controls systems of all operating subsidiaries, following the problems with Shenzhen LED and is confident that the Company will have and maintain for the future robust standards of corporate governance.
QUALIFICATION OF INDEPENDENT AUDITOR'S REPORT
As mentioned, independent auditors, Baker Tilly Hong Kong, have qualified the accounts so far as concerns the Company's subsidiary, namely Shenzhen LED. Certain key accounting records and documents, in particular, for the months of July, August and September 2007 cannot be located for audit purpose due to the absence of adequate effective controls over the accounting records arising from high turnover in management and accounting staff of Shenzhen LED and accordingly, they were only unable to ascertain the occurrence and completeness of sales transactions during the year. Accordingly, Shenzhen LED was ring-fenced and its operations closed down on September 2007 with production being transferred elsewhere and no trading by or through Shenzhen LED has been undertaken since then. Nevertheless, Shenzhen LED retains some assets of value which are now redundant to the Group's operations.
The Board has determined that the whole of the issued share capital of Shenzhen LED should be sold subject to the approval of shareholders at the forthcoming Annual General Meeting. A buyer has been found and a preliminary agreement has also been entered into on 11 February 2009.
Subject to the above, Shenzhen LED recorded turnover of HKD12,117,000 and the cost of sales was HKD12,704,000 a resulting in a net trading loss of HKD587,000. Trade receivables of HKD23,242,000 have been written off. Again, other write-offs have been determined based on valuation by independent valuer.
It should further be mentioned that due to the global economic downturn and deteriorating operating environment in China, many customers of Shenzhen LED who are all located in Southern China are themselves facing serious cash flow problems which, we fear, may adversely affect their ability to continue trading with us. Also the results of outstanding debt recovery for this subsidiary are not satisfactory to date, but the Company will do all it can to recover outstanding debts.
Thus the lack of certain useful information in the accounting records and time to complete certain audit procedures, led the independent auditors with no alternative other than to qualify the accounts before the reporting deadline.
To be clear, the Board has tightened up its corporate and financial governance, including appointment of a firm of independent accounting firm to review the controls systems of all operating subsidiaries, so as to ensure that the Group works more cohesively and that a similar situation will not reoccur.
APPOINTMENT OF NEW CHIEF FINANCIAL OFFICER
Mr Stephen Wing Bun Chan, aged 44, has been appointed as the new Chief Financial Officer of the Group, although he will not become a Board member. He will be in control of a team and will have full responsibility for the financial governance of the Group.
Mr Chan was previously finance controller of Avnet Sunrise Ltd, a wholly-owned subsidiary of Avnet Inc, a global fortune 500 companies in the electronics industry, where he performed a number of finance and regulatory based functions. Moreover, he has advised on a number of corporate finance transactions whilst working with Lehman Brown CPA Co., Ltd.
Mr Chan commenced his accountancy career at Deloitte Touché Tohmatsu and Grant Thornton in Hong Kong. He qualified as a Chartered Public Accountant in Hong Kong and is a member of the Institute of Chartered Accountants of England and Wales. He is also FCCA qualified. He was educated at Hong Kong Baptist University and holds an International Master of Business Administration from the University of South Australia.
OPERATING REVIEW
The global business environment has deteriorated substantially throughout the year under review and, like many other businesses, our operating performance was significantly affected by the general slowdown in China's domestic and export market sales. The Group experienced an increased loss for the year ended 30 June 2008 compared with that of the period ended 30 June 2007. The operating loss is mainly attributable to (i) increased competition at the lower level of the market and weakening customer demand outside China as a result of the global economic slowdown and uncertainty across the entire business environment, (ii) a reduction in orders from the Group's customers in China as a result not only of a general economic slowdown but also the earthquake that took place during the year ended 30 June 2008, and (iii) similar to most of the companies with a production base in China, an increase in production costs of the manufacturing business owing to the appreciation of Renminbi ("RMB") and the increase in overall material costs, labour costs and general overheads.
Despite the above factors and a further matter mentioned below, the Board is continuing to implement measures to diversify sources of revenue and to reduce expenditure, control the production costs and expand the customer base in different areas. The Board of Directors considers that the overall Group's operations remain sound.
With our expertise in the LED sector, we remain confident in the Group's long-term growth potential. We are taking steps to re-site, where possible, the Group's production facilities so as to reduce costs. We are also looking to develop higher value-added LED products, such as the LED traffic lighting business where competition is weak, and to focus on areas where demand will remain strong. One key objective is to further develop our expertise in producing high quality, reliable and innovative LED products and solutions, and we will exploit that expertise in the LED sector to explore business opportunities in the LED related media business. The acquisition of Strongbase noted below is a part of that strategy. China has a comparatively low per capita spending in outdoor advertising and coupled with the PRC's government's determination to maintain domestic consumption in 2009, we believe there are good opportunities for the Company to enter the outdoor media market and to leverage its LED products in this market. Amongst other things, we will utilize our established relationships with media players.
FINANCIAL REVIEW
Turnover and loss attributable to shareholders for the year ended 30 June 2008 amounted to approximately HK$52 million (including both continuing operations and discontinued operation) and HK$50 million respectively. Overall gross margin of 17% was achieved during this period albeit this is lower than prior periods, due to the significant increase in production and operating costs in the PRC as mentioned above, while the significantly increased loss is primarily attributable to the operating loss from the discontinued operation of approximately HK$52.6 million in the current financial year.
In response to the intense market competition in LED products in the PRC, the Group will also strengthen its research and development capabilities to further raise its brand profile to distinguish itself from generic LED product suppliers.
In order to strengthen the Group's internal controls, apart from the appointment of the new CFO as noted above, the financial reporting system is being modified to meet the existing needs of the Group. In future, each key operating subsidiary must shorten the period to provide the up-to-date management reports to the Group's finance and accounting department on a timely basis and the Group's finance and accounting department will increase manpower so as to speed up the review processes, in particular, the collection of overdue receivables and credit controls to customers.
NEW CONTRACTS
During the year, the Group was awarded a contract to supply a giant LED display screen and outdoor façade lighting for a new hotel development in North Point, Hong Kong. The contract is with one of Hong Kong's major property developers and is for the amount of HK$22,582,240 (approx £1.95 million). Due to additional requirements and new specifications from the developers, the project is expected to be completed in March 2009, nine months behind the original completion date of June 2008. Under the terms of the contract, the Group is installing a 790 sq. meter LED screen and an additional 2,500 meter standout lighting façade in a prominent position on the front of hotel. Following the success of this project, we believe the Group's giant outdoor LED screens will become one of the market leaders in Hong Kong and China, using the very latest technology to create the brightest, most vibrant displays. The contract is also an excellent opportunity for the Group to work with a top-tier real estate developer and we believe the installed LED screen will be one of the largest outdoor LED screens in Asia. With our expertise in technology and application, the Group continues to explore and capture new business opportunities and to further enhance its brand name in the sector.
On 12 November 2008, the Group was awarded the renewal of a contract to supply multiple, giant LED display screens to the Shanghai International Formula One Circuit. The Company has signed a two-year leasing agreement with Shanghai JUSS Event Management Co. Limited to provide seven high resolution LED screens commencing from 1 January 2009. The LED screens will be applicable to events including the Sinopec Chinese Grand Prix, scheduled for 19 April 2009, and any other motor sports and tennis events.
ACQUISITION SUBSEQUENT TO THE REPORTING PERIOD
Since the financial year ended 30 June 2008, on 31 July 2008, the Group has acquired a 100 per cent stake in Strongbase New Shenzhen Limited ("New Shenzhen"), a specialist in LED and LED related products, accessories and appliances. New Shenzhen has both R&D and manufacturing expertise in relation to LED related products and possesses numerous patents and other intellectual property for LED products and LED applications. New Shenzhen was formed in 2006 and is based in Longyang, Shenzhen, in the PRC and employs over 40 people. Its product offering includes LED devices, LED displays, LED lighting and LED appliances. It has a strong customer base including GE, Sanyo, Ford Motor and Philips, among other leading companies. The acquisition of New Shenzhen allows the Group to rationalise its production capacity, and to broaden its product offering to include higher specification products for both its domestic markets and international clients. It will also provide the Group with access to new intellectual property for further product development.
FUND RAISING
Subsequent to the balance sheet date, 30 June 2008, the Group issued 29,692,084 New Ordinary Shares of HK$0.1 each to a strategic investor at 1 pence each, raising approximately £296,921. This was received by the Company after the balance sheet date. These funds were raised for general working capital and potential investments.
BOARD CHANGES
As referred to above, there was a reshuffle of the Board after the first Annual General Meeting held on 18 February 2008. This change has strengthened the Board and management and has helped to establish a stronger foothold on technical, sales and marketing, as well as financial and corporate management and we believe the Board is ready to drive the Company to future growth and to create value for the shareholders of the Company.
DIVIDEND
The Directors are not recommending payment of a dividend at this stage in the Company's development. It is the management's belief that the cash generated by the business can be more effectively deployed by investing in our operations to ensure the successful execution of the management's strategy, maximising the opportunity to create value for our shareholders. The Board is committed to an ongoing review of the Group's dividend policy.
PROSPECTS
Notwithstanding the global economic downturn and deteriorating operating environment, the Board remains confident in the Group's long-term growth potential and considers that the overall operations of the Group remain sound. Our expertise in the LED sector, as well as our focus on high value added products, can help the Group to focus on the niche markets such as LED based road lighting and variable speed signs for China's highways and road network.
We believe it is a positive indication of our significant progress in the development in higher-end LED products that the Group has recently been selected by the Research Institute of Highway Ministry of Communications, a division of the Chinese Government's Traffic Department, to develop two projects on the use of LED products for road traffic purposes. The first project, the Transportation Industrial Standard of Highway LED Lighting Facilities, is to develop and design the standards for all new highway LED lightning facilities. The second project, the National Standard of Highway LED Variable Speed Limit Sign, will work towards developing and designing new standards for all new LED variable speed limit signs in China. The Projects will not provide income from the sales of LED products initially; however, it is expected that the involvement in the Projects will provide the Company with a strong position to enter markets related to the use of LED products on highways in China.
The selection of the Company by the Chinese authorities is a considerable endorsement for LED International's technology, and we are confident that this will lay the foundation for further joint projects.
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.
Finally, a copy of the accounts will be sent to shareholders today and they will be made available on www.led-intl.com
Thomas Li Xin Li
Executive Chairman
12 February 2009
For further information:
LED International +852 2810 4470
www.led-intl.com
Dennis Ow, Executive Director
Zimmerman Adams International +44 (0) 207 060 1760
Dominique Doussot, Jonathan Evans
ICIS +44 (0) 207 651 8688
Christian Taylor-Wilkinson, Fiona Conroy
Notes to Editors:
LED International and its subsidiaries specialise in the development, manufacture and sale of low powered / low maintenance LED screens and other LED products such as outdoor signs, lamps, lighting and building illumination. The screens are manufactured in a 'building block' format to a specific design, which allows screens to be assembled to suit a customer's size and definition specifications.
This design also ensures that the screens are relatively easy to transport and assemble. Based in Hong Kong, the Company's primary market has been the People's Republic of China ("PRC"), but it has also supplied end products to Macau, Japan and the USA. Part of the Company's strategy in 2007 was to widen its customer base to markets outside PRC.
The Company listed on AIM, a market operated by the London Stock Exchange, on 23 October 2006. For more information, please visit: http://www.led-intl.com.
LED International Holdings Limited
Consolidated income statement
for the year ended 30 June 2008
(Expressed in Hong Kong dollars)
1.7.2007 to 30.6.2008 |
4.7.2006 to 30.6.2007 |
||||||||
Note |
HKD'000 |
HKD'000 |
|||||||
Continuing operations |
|||||||||
Turnover |
4 |
39,886 |
- |
||||||
Cost of sales |
(31,716 |
) |
- |
||||||
Gross profit |
8,170 |
- |
|||||||
Other income |
44 |
13 |
|||||||
Waiver of debt |
7,303 |
- |
|||||||
Distribution costs |
( 281 |
) |
- |
||||||
Administrative expenses |
( 8,035 |
) |
(6,505 |
) |
|||||
Other operating expenses |
( 3,059 |
) |
( 1 |
) |
|||||
Profit/(loss) from operations |
4,142 |
(6,493 |
) |
||||||
Finance costs - interest on bills payable |
( 113 |
) |
- |
||||||
Profit/(loss) before taxation |
4,029 |
(6,493 |
) |
||||||
Income tax |
( 1,400 |
) |
- |
||||||
Profit/(loss) for the year/period from continuing operations |
2,629 |
(6,493 |
) |
||||||
Discontinued operation |
|||||||||
(Loss)/profit for the year/period from discontinued operation
|
6 |
(52,572 |
) |
4,213 |
|||||
Loss for the year/period |
7 |
(49,943 |
) |
( 2,280 |
) |
||||
Earnings/(losses) per share |
|||||||||
From continuing operations |
|||||||||
- Basic (HK cent) |
0.0109 |
(0.0658 |
) |
||||||
- Diluted (HK cent) |
0.0109 |
(0.0658 |
) |
||||||
From discontinued operation |
|||||||||
- Basic (HK cent) |
(0.2172 |
) |
0.0427 |
||||||
- Diluted (HK cent) |
(0.2172 |
) |
0.0385 |
||||||
LED International Holdings Limited
Consolidated balance sheet as at 30 June 2008
(Expressed in Hong Kong dollars)
Note |
2008 HKD'000 |
2007 HKD'000 |
||||
Non-current assets |
||||||
Property, plant and equipment |
9 |
9,494 |
34,513 |
|||
Goodwill |
12,621 |
- |
||||
Intangible assets |
- |
19,273 |
||||
22,115 |
53,786 |
|||||
Current assets |
||||||
Inventories |
9,786 |
8,060 |
||||
Trade and other receivables |
16,711 |
54,393 |
||||
Amounts due from related companies |
- |
11,962 |
||||
Cash and cash equivalents |
11 |
321 |
510 |
|||
26,818 |
74,925 |
|||||
Non-current assets classified as held for sale |
6 |
65,608 |
- |
|||
92,426 |
74,925 |
|||||
Current liabilities |
||||||
Trade and other payables |
66,176 |
69,294 |
||||
Current taxation |
1,481 |
738 |
||||
67,657 |
70,032 |
|||||
Liabilities directly associated with non-current assets |
||||||
classified as held for sale |
6 |
22,867 |
- |
|||
90,524 |
70,032 |
|||||
Net current assets |
1,902 |
4,893 |
||||
Net assets |
24,017 |
58,679 |
||||
CAPITAL AND RESERVES |
||||||
Share capital |
14,846 |
13,687 |
||||
Reserves |
( 5,950 |
) |
44,992 |
|||
Amount recognised directly in equity relating to non-current assets held for sale |
15,121 |
- |
||||
TOTAL EQUITY |
24,017 |
58,679 |
||||
Approved and authorised for issue by the board of directors on 12 February 2009.
LED International Holdings Limited
Balance sheet as at 30 June 2008
(Expressed in Hong Kong dollars)
2008 |
2007 |
|||||
Note |
HKD'000 |
HKD'000 |
||||
Non-current assets |
||||||
Property, plant and equipment |
9 |
- |
22 |
|||
Investments in subsidiaries |
24,234 |
53,634 |
||||
24,234 |
53,656 |
|||||
Current assets |
||||||
Other receivables |
10 |
1,268 |
163 |
|||
Amounts due from subsidiaries |
48,716 |
47,668 |
||||
Cash and cash equivalents |
11 |
80 |
20 |
|||
50,064 |
47,851 |
|||||
Current liabilities |
||||||
Other payables |
51,040 |
47,817 |
||||
Net current (liabilities)/assets |
( 976 |
) |
34 |
|||
NET ASSETS |
23,258 |
53,690 |
||||
CAPITAL AND RESERVES |
||||||
Share capital |
14,846 |
13,687 |
||||
Reserves |
8,412 |
40,003 |
||||
Total equity |
23,258 |
53,690 |
||||
Approved and authorised for issue by the board of directors on 12 February 2009.
LED International Holdings Limited
Consolidated cash flow statement
for the year ended 30 June 2008
(Expressed in Hong Kong dollars)
Note |
1.7.2007 to 30.6.2008 |
4.7.2006 to 30.6.2007 |
||
HKD'000 |
HKD'000 |
|||
Operating activities |
||||
Profit/(loss) before taxation: |
||||
Continuing operations |
4,029 |
(6,493) |
||
Discontinued operation |
6 |
(52,567 |
) |
4,799 |
(48,538 |
) |
( 1,694) |
||
Adjustments for: |
||||
Interest income |
( 3 |
) |
( 21) |
|
Interest expenses |
114 |
- |
||
Depreciation |
7(b) |
5,889 |
2,497 |
|
Amortisation of intangible assets |
7(b) |
3,005 |
1,116 |
|
Impairment loss on property, plant and equipment |
7(b) |
11,377 |
3,682 |
|
Impairment loss on intangible assets |
7(b) |
2,147 |
7,212 |
|
Loss on disposal of property, plant and equipment |
7(b) |
44 |
- |
|
Equity-settled share-based payment expenses |
- |
975 |
||
Operating (loss) / profit before changes in working capital |
(25,965 |
) |
13,767 |
|
Decrease in inventories |
6,764 |
865 |
||
Decrease in trade and other receivables |
21,459 |
22,835 |
||
Increase in trade and other payables |
71 |
14,661 |
||
Increase in amounts due from related companies |
( 599 |
) |
(11,962) |
|
Cash generated from operations |
1.766 |
40,166 |
||
Income taxes paid |
- |
( 27) |
||
Net cash generated from operating activities |
1,766, |
40,139 |
||
Investing activities |
||||
Payment for purchase of intangible assets |
- |
(18,502) |
||
Payment for purchase of property, plant and equipment |
( 8,790 |
) |
(12,637) |
|
Net cash received in business combination |
102 |
417 |
||
Deposits paid for acquisition of a company |
- |
(15,419) |
||
Proceeds from disposals of property, plant and equipment |
2 |
1,686 |
||
Interest received |
3 |
21 |
||
Net cash used in investing activities |
( 8,683 |
) |
(44,434) |
|
Financing activities |
||||
Proceeds from the issue of shares |
4,758 |
14,856 |
||
Issuing costs paid |
- |
( 9,179) |
||
Interest paid |
( 114 |
) |
- |
|
Net cash generated from financing activities |
4,644 |
5,677 |
||
Net (decrease)/increase in cash and cash equivalents |
( 2,273 |
) |
1,382 |
|
Cash and cash equivalents at beginning of year/period |
11 |
510 |
- |
|
Effect of foreign exchange rate changes |
2,192 |
(872) |
||
Cash and cash equivalents at end of year/period |
11 |
429 |
510 |
1 Company information
LED International Holdings Limited (the "company") is a company incorporated and domiciled in Hong Kong and has its registered office and principal place of business located at Room C, 11th Floor, CNT Tower, No. 338 Hennessy Road, Hong Kong.
The principal activity of the company is investment holding. The principal activities of its subsidiaries are set out below. The company and its subsidiaries are hereinafter referred to as the "group".
Details of the subsidiaries at 30 June 2008 are as follows:
Name of company |
Place of incorporation/ establishment |
Issued and paid up capital |
Ownership interest |
Principal activities |
||
Direct |
Indirect |
|||||
LED International (Far East) Limited |
Hong Kong |
10,002 ordinary shares of HKD1 each |
100% |
- |
Investment holding |
|
Shenzhen China - LED Photo-Technology Limited |
PRC |
Registered capital RMB50,000,000 |
- |
100% |
Assembly and production of LED signboards, LED lighting and lighting engineering |
|
Kepu Electronic Technology (Shenzhen) Company Limited |
PRC |
Registered capital RMB6,000,000 |
- |
100% |
Manufacturing of LED element products |
On 23 October 2006, the company was admitted to trading on the Alternative Investment Market ("AIM") of the London Stock Exchange.
2 Significant accounting policies
(a) Statement of compliance
These financial statements have been prepared in accordance with all applicable International Financial Reporting Standards ("IFRSs"), which collective term includes applicable individual International Financial Reporting Standards ("IFRS"), International Accounting Standards ("IAS") and Interpretations issued by the International Accounting Standards Board ("IASB") that remain in effect and comply with the AIM Rules issued by the London Stock Exchange.
The IASB has issued certain new and revised IFRSs that are first effective or available for early adoption for the current accounting period of the group and the company. Note 3 provides information on the changes in accounting policies resulting from initial application of these developments to the extent that they are relevant to the group for the current and prior accounting periods reflected in these financial statements.
(b) Basis of preparation of the financial statements
The consolidated financial statements for the year ended 30 June 2008 comprise the company and its subsidiaries.
The measurement basis used in the preparation of the financial statements is the historical cost basis.
Non-current assets and disposal group held for sale are stated at the lower of carrying amount and fair value less costs to sell.
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.
3 Changes in accounting policies
The IASB has issued certain new and revised IFRSs and Interpretations that are first effective or available for early adoption for the current accounting period of the group and the company.
There have been no significant changes to the accounting policies applied in these financial statements for the year presented as a result of these developments. However, as a result of the adoption of IFRS 7, Financial instruments: Disclosures and the amendment to IAS 1, Presentation of financial statements: Capital disclosures, there have been some additional disclosures provided as follows:
As a result of the adoption of IFRS 7, the financial statements include expanded disclosures about the significance of the group's financial instruments and the nature and extent of risks arising from those instruments, compared with the information previously required to be disclosed by IAS 32, Financial instruments: Disclosure and presentation. These disclosures are provided throughout these financial statements.
The amendment to IAS 1 introduces additional disclosures requirements to provide information about the level of capital and the group's objectives, policies and processes for managing capital.
Both IFRS 7 and the amendment to IAS 1 do not have any material impact on the classification, recognition and measurements of the amounts recognised in the financial statements.
The group has not applied any new standard or interpretation that is not yet effective for the current accounting period.
4 Turnover
|
1.7.2007 to 30.6.2008 |
4.7.2006 to 30.6.2007 |
||
HKD'000 |
HKD'000 |
|||
Continuing operations |
||||
Sales of LED element products |
39,886 |
- |
||
Discontinued operations |
||||
Sales of LED signboards, LED lighting and lighting engineering (note 6) |
12,117 |
67,413 |
||
|
52,003 |
67,413 |
The principal activities of the group are assembly and manufacturing of LED element products, LED signboards, LED lighting and lighting engineering.
5 Directors' remuneration
Directors' remuneration disclosed pursuant to section 161 of the Hong Kong Companies Ordinance is as follows:
Directors' fee |
Salaries, allowances and benefits in kind |
Retirement scheme contributions |
Sub-Total |
Share- based payments |
1.7.2007 to 30.6.2008 Total |
|
HKD'000 |
HKD'000 |
HKD'000 |
HKD'000 |
HKD'000 |
HKD'000 |
|
Executive directors |
||||||
Cragg, Mervyn Russell |
- |
137 |
- |
137 |
- |
137 |
Jim, Ka Lok |
- |
119 |
- |
119 |
- |
119 |
Lee, Man Bun |
- |
- |
- |
- |
- |
- |
Li, Li Xin Thomas |
- |
- |
- |
- |
- |
- |
Ow, Kian Jing Dennis |
- |
380 |
- |
380 |
- |
380 |
Xiong, Yiwei |
- |
- |
- |
- |
- |
- |
Independent non-executive directors |
||||||
Chau, Hong Ming Peter |
- |
46 |
- |
46 |
- |
46 |
Martin, Ian Paul |
148 |
- |
- |
148 |
- |
148 |
Miu, Ka Keung Kevin |
288 |
- |
- |
288 |
- |
288 |
Shrago, Ivor Colin |
- |
- |
- |
- |
- |
- |
436 |
682 |
- |
1,118 |
- |
1,118 |
Directors' fee |
Salaries, allowances and benefits in kind |
Retirement scheme contributions |
Sub-Total |
Share- based payments |
4.7.2006 to 30.6.2007 Total |
|
HKD'000 |
HKD'000 |
HKD'000 |
HKD'000 |
HKD'000 |
HKD'000 |
|
Executive directors |
||||||
Cragg, Mervyn Russell |
- |
1,028 |
89 |
1,117 |
220 |
1,337 |
Jim, Ka Lok |
- |
418 |
37 |
455 |
- |
455 |
Lee, Man Bun |
- |
160 |
14 |
174 |
- |
174 |
Tian, Zhi Hui Sam |
- |
108 |
5 |
113 |
146 |
259 |
Independent non-executive directors |
||||||
Chau, Hong Ming Peter |
- |
766 |
54 |
820 |
147 |
967 |
Martin, Ian Paul |
216 |
- |
- |
216 |
73 |
289 |
Miu, Ka Keung Kevin |
216 |
- |
- |
216 |
73 |
289 |
432 |
2,480 |
199 |
3,111 |
659 |
3,770 |
Note:
Share based payments represent the estimated value of share options granted to the directors under the company's share option scheme. The value of these share options is measured according to the group's accounting policy for share-based payment transactions.
6 Discontinued operation
On 12th February 2009, the group entered into a sale and purchase agreement to dispose of its entire interest in a wholly-owned subsidiary, Shenzhen China-LED Photo-Technology Limited ("Shenzhen LED" or the "disposal group"). The consideration is determined by reference to their net asset value as stated in the audited financial statements as at 30 June 2008, prepared under generally accepted accounting principles in the PRC. Accordingly, the assets and liabilities of Shenzhen LED were classified as held for sale as at 30 June 2008 and stated at the lower of the carrying amount and fair value less costs to sell. The disposal is to be completed within six months. The results and cash flows of the discontinued operation included in the consolidated income statement and the consolidated cash flow statement are as follows:
1.7.2007 to 30.6.2008 |
4.7.2006 to 30.6.2007 |
||
HKD'000 |
HKD'000 |
||
Revenue - sales of goods (note 4) |
12,117 |
67,413 |
|
Cost of sales |
(12,704) |
(44,904) |
|
Gross (loss) / profit |
( 587) |
22,509 |
|
Other income |
831 |
1,157 |
|
Distribution costs |
( 775) |
( 2,071) |
|
Administrative expenses |
( 651) |
( 1,519) |
|
Other operating expenses |
( 5,225) |
( 4,383) |
|
Trade receivables written off |
(23,242) |
- |
|
Rental receivable written off |
( 831) |
- |
|
Other receivable written off |
( 8,562) |
- |
|
Impairment loss on property, plant and equipment |
(11,377) |
( 3,682) |
|
Impairment loss on intangible assets |
( 2,147) |
( 7,212) |
|
(Loss)/profit from operations |
(52,566) |
4,799 |
|
Finance costs |
( 1) |
- |
|
(Loss)/profit before taxation |
(52,567) |
4,799 |
|
Income tax |
( 5) |
( 586) |
|
(Loss)/profit for the year/period from discontinued operation |
(52,572) |
4,213 |
|
Net cash inflow from operating activities |
1,514 |
19,478 |
|
Net cash outflow from investing activities |
- |
(31,104) |
|
Net cash inflow from financing activities |
- |
10,384 |
|
Net cash inflow/(outflow) from discontinued operation |
1,514 |
( 1,242) |
The major classes of assets and liabilities comprising the disposal group classified as held for sale as at 30 June 2008 are as follows:
HKD'000 |
|||
Non-current assets classified as held for sale |
|||
Property, plant and equipment |
21,650 |
||
Intangible assets |
15,888 |
||
Trade and other receivables |
14,108 |
||
Amount due from related companies |
13,854 |
||
Cash and cash equivalents |
108 |
||
Total |
65,608 |
||
Liabilities directly associated with non-current assets |
|||
classified as held for sale |
|||
Trade and other payables |
4,759 |
||
VAT payable |
17,286 |
||
Current taxation |
822 |
||
Total |
22,867 |
7 Loss for the year/period
1.7.2007 |
4.7.2006 |
|||||||
to |
To |
|||||||
30.6.2008 |
30.6.2007 |
|||||||
HKD'000 |
HKD'000 |
|||||||
Loss for the year/period is arrived |
||||||||
at after charging: |
||||||||
(a) Staff cost (including directors' remuneration) |
||||||||
|
||||||||
Salaries, wages and other benefits |
9,597 |
6,824 |
||||||
Contribution to defined |
||||||||
contribution retirement plan |
183 |
393 |
||||||
Equity-settled share-based |
||||||||
payment expenses |
- |
733 |
||||||
|
9,780 |
7,950 |
||||||
(b) Other item |
||||||||
Amortisation of intangible assets |
3,005 |
1,116 |
||||||
Auditor's remuneration |
908 |
666 |
||||||
Cost of inventories# |
44,420 |
44,904 |
||||||
Depreciation |
5,889 |
2,497 |
||||||
Exchange losses |
1,611 |
- |
||||||
Impairment loss on: |
||||||||
- property, plant and equipment |
11,377 |
3,682 |
||||||
- intangible assets |
2,147 |
7,212 |
||||||
Loss on disposals of property, |
||||||||
plant and equipment |
44 |
- |
||||||
Operating lease charges: minimum lease |
||||||||
payment in respect of |
||||||||
- hire of plant and machinery |
- |
586 |
||||||
- hire of land and building |
857 |
493 |
||||||
Other receivables written off |
8,562 |
- |
||||||
Rental receivable written off |
831 |
- |
||||||
Research and development costs |
2,501 |
|||||||
Trade receivables written off |
23,242 |
- |
Cost of inventories includes HKD5,156,000 (4.7.2006 to 30.6.2007: HKD4,829,000) relating to staff costs, depreciation expenses and operating lease charges, which amount is also included in the respective total amounts disclosed separately above or in note 7(a) for each of these types of expenses.
8 Earnings/(losses) per share
From continuing and discontinued operations
Basic losses per share are calculated by dividing the consolidated loss attributable to equity holders of the company for the year ended 30 June 2008 of HKD49,943,000 (2007: HKD2,280,000) by the weighted average number of shares in issue during the year/period of 242,064,474 shares (2007: 98,579,972 shares).
As there was no potential dilutive share, diluted losses per share equal the basic losses per share in 2007 and 2008.
From continuing operations
Basic earnings per share are calculated by dividing the consolidated profit attributable to equity holders of the company from continuing operations for the year ended 30 June 2008 of HKD2,629,000 (2007: loss of HKD6,493,000) by the weighted average number of shares in issue during the year/period of 242,064,474 shares (2007: 98,578,972 shares).
As there was no potential dilutive share in 2007 and 2008, diluted earnings per share from continuing operations equal the basic earnings per share from continuing operations..
From discontinued operation
Basic losses per share are calculated by dividing the consolidated loss attributable to equity holders of the company from discontinued operations for the year ended 30 June 2008 of HKD52,572,000 (2007: profit of HKD4,213,000) by the weighted average number of shares in issue during the year 242,064,474 shares (2007: 98,578,972 shares).
As there was no potential dilutive share in 2008, diluted earnings per share from discontinued operation equal the basic earnings per share from discontinued operation.
9 Property, plant and equipment
(a) The group
Furniture, |
||||||
fixtures |
||||||
Leasehold |
Plant and |
and |
LED |
Motor |
||
improvements |
machinery |
equipment |
screens |
vehicles |
Total |
|
HKD'000 |
HKD'000 |
HKD'000 |
HKD'000 |
HKD'000 |
HKD'000 |
|
Cost |
||||||
Acquisition of subsidiaries |
85 |
15,574 |
123 |
13,571 |
- |
29,353 |
Additions |
- |
12,560 |
49 |
28 |
- |
12,637 |
Disposals |
- |
( 1,783) |
- |
- |
- |
( 1,783) |
Exchange difference |
1 |
202 |
6 |
179 |
- |
388 |
At 30 June 2007 |
86 |
26,553 |
178 |
13,778 |
- |
40,595 |
At 1 July 2007 |
86 |
26,553 |
178 |
13,778 |
- |
40,595 |
Acquisition of a subsidiary |
- |
2,561 |
404 |
- |
1,215 |
4,180 |
Additions |
- |
8,640 |
150 |
- |
- |
8,790 |
Disposals |
- |
( 653) |
( 146) |
- |
( 313) |
( 1,112) |
Exchange difference |
82 |
8,068 |
84 |
3,895 |
121 |
12,250 |
Reclassified as held for sale |
( 168) |
(34,339) |
( 220) |
(17,673) |
- |
(52,400) |
At 30 June 2008 |
- |
10,830 |
450 |
- |
1,023 |
12,303 |
Accumulated depreciation and impairment loss |
||||||
Charge for the period |
46 |
1,473 |
22 |
956 |
- |
2,497 |
Eliminated upon disposals |
- |
( 97) |
- |
- |
- |
( 97) |
Impairment loss |
- |
1,827 |
1 |
1,854 |
- |
3,682 |
At 30 June 2007 |
46 |
3,203 |
23 |
2,810 |
- |
6,082 |
At 1 July 2007 |
46 |
3,203 |
23 |
2,810 |
- |
6,082 |
Acquisition of a subsidiary |
- |
1,184 |
253 |
- |
489 |
1,926 |
Charge for the year |
29 |
3,964 |
136 |
1,499 |
261 |
5,889 |
Eliminated upon disposals |
- |
( 573) |
( 138) |
- |
( 296) |
( 1,007) |
Impairment loss |
- |
9,660 |
- |
1,717 |
- |
11,377 |
Exchange difference |
80 |
6,207 |
52 |
2,907 |
46 |
9,292 |
Reclassified as held for sale |
( 155) |
(21,575) |
( 87) |
( 8,933) |
- |
(30,750) |
At 30 June 2008 |
- |
2,070 |
239 |
- |
500 |
2,809 |
Carrying value |
||||||
At 30 June 2008 |
- |
8,760 |
211 |
- |
523 |
9,494 |
At 30 June 2007 |
40 |
23,350 |
155 |
10,968 |
- |
34,513 |
In 2008, an impairment loss of HKD11,377,000 was provided for property, plant and equipment of the disposal group, which were measured by reference to their fair value less costs to sell when these assets were classified as held for sale.
In 2007, an impairment loss of HKD3,682,000, representing the write down of certain property, plant and equipment to the recoverable amount, was recognised in profit or loss. The recoverable amount was based on valuations performed by an external and independent valuer in the PRC.
9 Property, plant and equipment (continued)
(b) The company
Furniture, fixtures and equipment |
||||
HKD'000 |
||||
Cost |
||||
At 30 June 2007 and 1 July 2007 |
28 |
|||
Disposals |
( 28) |
|||
At 30 June 2008 |
- |
|||
Accumulated depreciation |
||||
At 30 June 2007 and 1 July 2007 |
6 |
|||
Charge for the year |
6 |
|||
Eliminated upon disposals |
( 12) |
|||
At 30 June 2008 |
- |
|||
Carrying value |
||||
At 30 June 2008 |
- |
|||
At 30 June 2007 |
22 |
10 Trade and other receivables
The group |
The company |
|||
2008 |
2007 |
2008 |
2007 |
|
HKD'000 |
HKD'000 |
HKD'000 |
HKD'000 |
|
Trade debtors and bills receivable |
11,373 |
31,712 |
- |
- |
Less: Allowance for doubtful debts (note 10(a)) |
( 109) |
- |
- |
- |
11,264 |
31,712 |
- |
- |
|
Deposit for acquisition of a company |
- |
15,419 |
- |
- |
Deposit for development project |
12,357 |
- |
- |
- |
Other debtors, deposits and prepayments |
7,198 |
7,262 |
1,268 |
163 |
30,819 |
54,393 |
1,268 |
163 |
|
Reclassified as held for sale |
(14,108) |
- |
- |
- |
16,711 |
54,393 |
1,268 |
163 |
Included in trade and other receivables is the following amount denominated in a currency other than the company's functional currency to which they relate:
The group |
The company |
|||
|
2008 |
2007 |
2008 |
2007 |
FC'000 |
FC'000 |
FC'000 |
FC'000 |
|
Chinese Yuan Renminbi |
CNY25,896 |
CNY53,863 |
- |
- |
(a) Impairment of trade debtors and bills receivable
Impairment losses in respect of trade debtors and bills receivable are recorded using an allowance account unless the group is satisfied that recovery of the amount is remote, in which case the impairment loss is written off against trade debtors and bills receivable directly.
The movements in the allowance for doubtful debts during the year, including both specific and collective loss components, arose through acquisition of a subsidiary in July 2007.
The group does not hold any collateral over these balances.
(b) Trade debtors and bills receivable that are not impaired
The ageing analysis of trade debtors and bills receivable that are neither individually nor collectively considered to be impaired are as follows:
The group |
||
2008 |
2007 |
|
HKD'000 |
HKD'000 |
|
Neither past due nor impaired |
9,494 |
5,945 |
Less than one month past due |
1,369 |
6,490 |
1 to 3 months past due |
353 |
7,953 |
Over 3 months past due |
48 |
11,324 |
1,770 |
25,767 |
|
11,264 |
31,712 |
Receivables that were neither past due nor impaired relate to a wide range of customers for whom there was no recent history of default.
Receivables that were past due but not impaired relate to a number of independent customers that have a good track record with the group. Based on past experience, management believes that no impairment allowance is necessary in respect of these balances as there has not been a significant change in credit quality and the balances are considered fully recoverable. The group does not hold any collateral over these balances.
11 Cash and cash equivalents
The group |
The company |
|||
|
2008 |
2007 |
2008 |
2007 |
HKD'000 |
HKD'000 |
HKD'000 |
HKD'000 |
|
Cash and cash equivalents in the balance sheets |
321 |
510 |
80 |
20 |
Cash and cash equivalents classified as |
||||
held for sale |
108 |
- |
||
Cash and cash equivalents in the consolidated |
||||
cash flow statement |
429 |
510 |
Included in cash and cash equivalents is the following amount denominated in a currency other than the company's functional currency to which they relate:
The group |
The company |
|||
|
2008 |
2007 |
2008 |
2007 |
FC'000 |
FC'000 |
FC'000 |
FC'000 |
|
Chinese Yuan Renminbi |
CNY278 |
CNY290 |
- |
- |
12 Material related party transaction
(a) Key management personnel remuneration
Remuneration for key management personnel of the group, including amounts paid to the company's directors as disclosed in note 5, is as follows:
1.7.2007 |
4.7.2006 |
||
To |
to |
||
30.6.2008 |
30.6.2007 |
||
Note |
HKD'000 |
HKD'000 |
|
Short-term employee benefits |
1,680 |
2,912 |
|
Equity-settled share-based payment expenses |
- |
659 |
|
Employee retirement benefits |
- |
199 |
|
1,680 |
3,770 |
(b) Other related party transactions
Sales of raw materials and finished goods to - Guangdong Jian Long Da Electro-Optics Science & Technology Co. Limited ("PRC Strong Base") |
(i),(v) |
415 |
2,482 |
- Guangdong Yayi Photo Technology Limited ("Yayi") |
(i),(v) |
- |
1,388 |
Purchases of raw materials and finished goods |
|||
from PRC Strong Base |
(ii),(v) |
256 |
13,674 |
Rental income received from PRC Strong Basey |
(iii),(v) |
831 |
928 |
Assignment of debts to PRC Strong Base |
(iv),(v) |
- |
5,156 |
Notes:
(i) Sales to related companies are made at similar terms as the group grants to other customers.
(ii) Purchases from a related company are made on similar terms as the group enters into with other suppliers.
(iii) Rental income represents leasing of LED screens to a related company.
(iv) Assignment of debts represents a deposit paid by the group being taken by a related company.
(v) PRC Strong Base and Yayi are related companies of Shenzhen China-LED Photo-Technology Limited by virtue of interest of Mr. Lee Man Bun. The entire registered capital of PRC Strong Base and Yayi are indirectly held by Mr. Lee Man Bun, a substantial shareholder of the company.
Related Shares:
Led International Holdings