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Huitongda Network Co., Ltd. — Interim / Quarterly Report 2016
Sep 28, 2016
14887_rns_2016-09-28_090ad0b2-deb2-41f1-8625-cd82fc44b73f.pdf
Interim / Quarterly Report
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2016 Interim Report
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CMMB VISION HOLDINGS LIMITED 中國移動多媒體廣播控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stockcode: 471)
Contents
| Corporate Information | 2 |
|---|---|
| Management Discussion and Analysis | 3 |
| Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income | 12 |
| Condensed Consolidated Statement of Financial Position | 13 |
| Condensed Consolidated Statement of Changes in Equity | 14 |
| Condensed Consolidated Statement of Cash Flows | 15 |
| Notes to the Condensed Consolidated Financial Statements | 16 |
1
INTERIM REPORT 2016
Corporate Information
BOARD OF DIRECTORS
Executive Directors
Mr. WONG Chau Chi (Chairman) Dr. LIU Hui (Vice-chairman)
Non-executive Directors
Mr. CHOU Tsan-Hsiung Mr. YANG Yi
Independent Non-executive Directors
Mr. WANG Wei-Lin Mr. LI Shan Dr. LI Jun
MEMBERS OF AUDIT COMMITTEE
Mr. LI Shan (Chairman) Mr. CHOU Tsan-Hsiung Dr. LI Jun
MEMBERS OF REMUNERATION COMMITTEE
Mr. WANG Wei-Lin (Chairman) Mr. CHOU Tsan-Hsiung Mr. LI Shan Dr. LI Jun
COMPANY SECRETARY
PRINCIPAL BANKER
The Hongkong and Shanghai Banking Corporation Limited
REGISTERED OFFICE
Cricket Square, Hutchins Drive P.O. Box 2681, Grand Cayman KY1-1111 Cayman Islands
PRINCIPAL PLACE OF BUSINESS IN HONG KONG
Unit 1211, Level 12 Core F, Cyberport 3 100 Cyberport Road, Hong Kong Tel: +852 2159 3300 Fax: +852 2159 3399 Email: [email protected] Website: www.cmmbvision.com
PRINCIPAL SHARE REGISTRAR AND TRANSFER OFFICE
Royal Bank of Canada Trust Company (Cayman) Limited 4th Floor, Royal Bank House 24 Shedden Road, George Town Grand Cayman KY1-1110 Cayman Islands
Ms. CHAN Pui Yee Janice
AUTHORISED REPRESENTATIVES
Mr. WONG Chau Chi Ms. CHAN Pui Yee Janice
AUDITOR
HLM CPA Limited
LEGAL ADVISOR AS TO HONGKONG LAW Orrick, Herrington & Sutcliffe
HONG KONG BRANCH SHARE REGISTRAR AND TRANSFER OFFICE
Computershare Hong Kong Investor Services Limited 17M Floor, Hopewell Centre 183 Queen’s Road East, Wanchai Hong Kong
STOCK CODE: 471
2 CMMB VISION HOLDINGS LIMITED
Management Discussion and Analysis
REVIEW OF OPERATIONS/BUSINESS
The principal activity of CMMB Vision Holdings Limited (the “Company”) is investment holding whilst its subsidiaries are mainly engaged in provision of China Mobile Multimedia Broadcasting (“CMMB”) and trading of printed circuit board materials.
After restructuring and reorganization from previous manufacturing and sale of rigid printed circuit boards and rigid printed circuit board assembly in 2011, the Company started its business in provision of CMMB services. The Company is a leading next generation mobile multimedia network and service provider which is potentially market disruptive to providing mobile internet and entertainment services in the coming internet era.
The Company has completed the acquisition of seven UHF spectrum television (“TV”) stations in seven top cities in the United States of American (“USA”), including Los Angeles, San Francisco, Dallas, Houston, Atlanta, Miami, and Tampa. The portfolio gives the Company an unique wireless spectrum network to not only deliver free-to-air digital TV programming to a much larger audience coverage with operating efficiencies and revenue opportunities, but also well-position it to deploy a next-generation mobile broadcasting service platform for new media services extended from home to mobile users and vehicles.
The Company deploys CMMB/NGB-W mobile digital broadcasting technology which can converge with other mobile technologies such as 3G, LTE and WiFi to create the groundbreaking interactive mobile broadcasting system. It has a wireless UHF TV network over 8 major cities in the US under preparation for potential deployment of the CMMB-LTE network, and is operating a digital broadcasting service in New York.
FINANCIAL REVIEW
For the six months ended 30 June 2016 (“Period”), the Group recorded loss for the period of US$5,736,000 as compared to US$3,862,000 for the same period in 2015, representing an increase of approximately 49%. Loss per share was US0.34 cents (six months ended 30 June 2015: US0.38 cents, restated) and net assets per share attributable to owners of the Company was US9.4 cents (31 December 2015: US16.3 cents).
Revenue
For the Period, the Group is engaged in provision of transmission and broadcasting of telephone programs and trading of printed circuit board materials with revenue of US$2,885,000 (six months ended 30 June 2015: US$5,189,000). The decrease in revenue of approximately US$2,304,000 or 44% was mainly due to the decrease in trading of printed circuit board materials by US$2,960,000, which is offset by the increase in TV rental income of US$656,000.
3
INTERIM REPORT 2016
Management Discussion and Analysis
Cost of sales
Cost of sales mainly includes costs of goods sold, staff costs and operating lease payments. The decrease in cost of sales of US$2,559,000 or 52% was due to the decrease in costs of goods sold of approximately US$2,680,000 and increase in operating lease payments of approximately US$260,000 for the current period.
Gross profit
Gross profit increased by 114% to US$479,000 (six months ended 30 June 2015: US$224,000) which was arisen from the increase in TV rental income from the newly acquired company in July 2015.
Administrative expenses
During the Period, the Group’s administrative expenses increased by 61% to US$1,010,000 (six months ended 30 June 2015: US$627,000) which is mainly due to the increase in staff costs, office rent and general administrative expenses incurred for the newly setup offices in Beijing.
Market development and promotion expenses
During the Period, the Group’s market development and promotion expenses increased by 42% to US$3,759,000 (six months ended 30 June 2015: US$2,648,000) which is mainly due to the increase in consultancy service fees for business development and travelling expenses for attending business conferences and meetings as well as research and development costs.
Other expenses
Other expenses mainly include corporate legal and professional fee of US$332,000 (six months ended 30 June 2015: US$236,000) for the proposed acquisition of TV stations and spectrum in USA in 2015 and development of new satellite business for both periods.
Finance costs
Finance costs of the Group for the Period amounted to US$1,012,000 (six months ended 30 June 2015: US$500,000) which mainly represents effective interest expense on convertible notes. The Group did not bear any bank and other borrowings during the six months ended 30 June 2016.
INTERIM DIVIDEND
The board (“Board”) of directors (“Directors”) of the Company does not recommend to declare any interim dividend to the shareholders of the Company for the Period.
4
CMMB VISION HOLDINGS LIMITED
Management Discussion and Analysis
LIQUIDITY AND FINANCIAL RESOURCES
As at 30 June 2016, the Group had equity attributable to owners of the Company of US$175,913,000 (31 December 2015: US$101,661,000). Current assets amounted to US$46,862,000 which mainly comprises bank balances and cash of US$40,889,000 and trade and other receivables of US$3,811,000. Current liabilities amounted to US$1,841,000 which mainly comprises trade payables of US$1,075,000.
As at 30 June 2016, the Group’s current ratio was 25.4 (31 December 2015: 8.9) and the gearing ratio (a ratio of total loans to total assets) was 8.7% (31 December 2015: 12.4%). Other than convertible notes of US$19,634,000, the Group did not have any bank borrowings as at 30 June 2016 (31 December 2015: Nil).
In April 2016, the Group has completed rights issue on the basis of one rights share for every one existing share at HK$0.1 per rights share (“Rights Issue”) and one bonus share for every one rights share taken up under the Rights Issue (“Bonus Shares”), to raise approximately HK$625,320,000 (equivalent to US$80,595,000) before expenses. The Group plans to apply the proceeds from the Rights Issue for the major capital expenditure for the deployment in China with details as set out in the prospectus of the Company dated 23 March 2016.
FOREIGN EXCHANGE EXPOSURE
For the Period, most assets, liabilities and transactions of the Group are denominated in US$. The management of the Group believes that foreign exchange risk does not affect the Group, therefore, the Group did not make any hedging arrangement during the Period.
SEGMENT INFORMATION
Details of segment information of the Group for the Period are set out in note 3 to the condensed consolidated financial statements.
EMPLOYEE BENEFITS
For the Period, the average number of employees of the Group was approximately 40 (six months ended 30 June 2015: approximately 20), and the Group’s staff costs amount to US$993,000 (six months ended 30 June 2015: US$546,000). The remuneration policy of the Group is reviewed annually and is in line with the prevailing market practice. During the Period, the Company has not granted any share options to Directors, employees and consultants of the Group under the new share option scheme of the Company adopted on 18 December 2015.
5
INTERIM REPORT 2016
Management Discussion and Analysis
MATERIAL ACQUISITIONS AND DISPOSALS AND FUTURE PLANS FOR MATERIAL INVESTMENT
During the Period, the Group did not have any material acquisition or disposals of subsidiaries or associates other than those announced on website of The Stock Exchange of Hong Kong Limited.
CHARGE ON ASSETS
As at 30 June 2016, neither the Group nor the Company pledges any properties and assets (31 December 2015: Nil).
CONTINGENT LIABILITIES
As at 30 June 2016, the Group and the Company has guaranteed a contingent liability of an aggregate amount of US$1,203,000 in respect of an upgrade project undertaken by its equity investment (31 December 2015: 1,551,000).
FUND RAISING ACTIVITIES OF THE COMPANY IN THE PAST TWELVE MONTHS
The Company has conducted the following fund raising activities in the past twelve months immediately preceding the date of this report:
| Actual use of | ||||
|---|---|---|---|---|
| Date of | Intended use | proceeds as at the | ||
| announcement | Event | Net proceeds | of proceeds | date of this report |
| 7 October 2015 | Placing of 60,332,830 | Approximately | General working capital | • Administrative and |
| new shares under general | HK$7.2 million | for operation and | operations: HK$7.2 | |
| mandate granted by the | business development | million | ||
| shareholders at the AGM | of the Group | |||
| on 21 May 2015 | ||||
| 21 December 2015 | Placing of 757,499,997 | Approximately | General working capital | • Administrative and |
| new shares under general | HK$90.9 million | for operation and | operations: HK$29.3 | |
| mandate granted by the | business development | million | ||
| shareholders at the EGM | of the Group | |||
| on 18 December 2015 | • New business and | |||
| network development: | ||||
| HK$61.6 million |
6 CMMB VISION HOLDINGS LIMITED
Management Discussion and Analysis
Date of
announcement 29 January 2016
Actual use of Intended use proceeds as at the of proceeds date of this report
Event
-
Event Net proceeds of proceeds date of this report Rights issue of Approximately General working capital • New business and 6,253,189,277 Shares HK$621.9 million for operation and network development: business development HK$304.6 million of the Group
-
Unutilized proceeds held in the Group’s bank accounts of HK$317.3 million
PROSPECTS
The Group is developing to be a leading next generation mobile multimedia service provider. It addresses the rapidly growing demand for mobile and wireless video and internet content downloads with a very low cost and efficient solution based on the China-developed CMMB multicast technology. Consumers with untethered CMMB-enabled devices such as handsets, netbooks, MP4s, dongles, GPS, and LED panels can receive virtually unlimited and instant mobile video and Internet downloads anytime anywhere deliverable through a ubiquitous terrestrial and satellite network.
Developed by the State Administration of Press, Publication, Radio, Film, and Television of the People’s Republic of China (“PRC”) with collaboration from the United States of America, CMMB is one of the most advanced digital broadcasting (multicast) technologies invented in the 21 Century that enables mobile television (“TV”) delivery and data delivery through Internet by the Internet Protocol (“IP data”). It is Orthogonal frequency-division multiplexing (“OFDM”) based, and can readily interact with other OFDM technologies such as third generation mobile technology 3G, fourth generation mobile technology (“4G”) based on Institute of Electrical and Electronics Engineers standards 802.16(e) (“WiMax”) and 4G Long Term Evolution (“4G LTE”). The key feature of CMMB is that it can deliver streaming live mobile video and push-IP data in a massive quantity and instant speed simultaneously to an unlimited number of mobile users anytime anywhere at very low cost. CMMB has been widely deployed over 330 Chinese cities with the support of world’s largest mobile network and supply-chain ecosystem.
7
INTERIM REPORT 2016
Management Discussion and Analysis
The Group’s main business will apply the CMMB technology to address the growing bottleneck caused by video and Internet data content distribution, which can no longer be accommodated by the conventional unicast – based mobile communication technologies. In China, its goal is to become a leading CMMB service provider. Globally, its goal is to promote and develop CMMB by deploying and operating CMMB-based networks and services in different countries and create a global multimedia franchise.
DIRECTORS’ INTERESTS IN SHARES
As at 30 June 2016, the interests and short positions of the Directors and chief executives of the Company in shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (“SFO”)) as recorded in the register maintained by the Company pursuant to Section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies (“Model Code”) were as follows:
Ordinary shares
| Total number | Approximate | ||
|---|---|---|---|
| Capacity/nature | of ordinary | percentage | |
| Name of Director | of interest | shares held | of interest |
| Mr. Wong Chau Chi | Interest of controlled | 552,882,000 | 29.47% |
| corporation (Note) |
Note: These shares are registered under the name of Chi Capital Holdings Ltd (“Chi Capital”), a company wholly owned by Mr. Wong Chau Chi and he was the sole shareholder and director of Chi Capital; and Chi Capital Securities Limited, a wholly-owned subsidiary of Chi Capital. Under the SFO, Mr. Wong Chau Chi was deemed to be interested in all the shares held by Chi Capital and its subsidiary.
All the interests disclosed above represent long positions in the shares of the Company.
Save as disclosed above, none of the Directors, chief executives of the Company or their associates had any interests or short positions, whether beneficial or non-beneficial, in any shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) as at 30 June 2016 as required to be recorded in the register maintained by the Company under Section 352 of the SFO, or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code.
8 CMMB VISION HOLDINGS LIMITED
Management Discussion and Analysis
ARRANGEMENTS TO PURCHASE SHARES OR DEBENTURES
Save as disclosed under the paragraph “SHARE OPTIONS” below, at no time during the Period was the Company or any of its subsidiaries, a party to any arrangements to enable the Directors to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate.
DIRECTORS’ INTERESTS IN CONTRACTS OF SIGNIFICANCE
No contracts of significance to which the Company or any of its subsidiaries was a party and in which a Director had a material interest, whether directly or indirectly, subsisted at the end of the Period or at any time during the Period.
SHARE OPTIONS
The Company operated a share option scheme (the “Scheme”) which was adopted on 5 July 2005 and had been expired on 4 July 2015. In view of the expiry of the Scheme, the Directors proposed the adoption of a new share option scheme (the “Share Option Scheme 2015”), as a replacement of the Scheme, which was duly passed at the extraordinary general meeting of the Company held on 18 December 2015. During the six months ended 30 June 2016, the Company did not grant any share options under the Share Option Scheme 2015 to the Directors, employees and consultants who are engaged to provide investment advisory services for the business development of the Group. Details of the movements during the period in the share options of the Company are set out in note 17 to the consolidated financial statements.
SUBSTANTIAL SHAREHOLDERS
As at 30 June 2016, the register of the Company’s substantial shareholders maintained by the Company pursuant to Section 336 of the SFO shows that other than the interests disclosed above in respect of certain Directors or chief executives of the Company, the following shareholders of the Company had notified the Company of the relevant interests or short positions in the shares, underlying shares and debentures of the Company or any of its associated corporation.
| Approximate | |||
|---|---|---|---|
| Name of | Capacity/nature | Number of | percentage |
| shareholder | of interest | ordinary shares | of interest |
| (Note 1) | |||
| Chi Capital Holdings Ltd | Beneficial owner | 552,882,000 (L) | 29.47% |
| (Note 2) | |||
| Mr. Wong Chau Chi | Interest of controlled | 552,882,000 (L) | 29.47% |
| corporation (Note 2) |
9
INTERIM REPORT 2016
Management Discussion and Analysis
Notes:
-
The letter “L” denotes the persons’ long positions in the shares of the Company.
-
These shares are registered under the name of Chi Capital Holdings Ltd (“Chi Capital”), a company wholly owned by Mr. Wong Chau Chi and he was the sole shareholder and director of Chi Capital; and Chi Capital Securities Limited, a wholly-owned subsidiary of Chi Capital. Under the SFO, Mr. Wong Chau Chi was deemed to be interested in all the shares held by Chi Capital and its subsidiary.
Save as disclosed above, the Company has not been notified of any other person (other than a Director or a chief executive of the Company) who had an interest or a short position in any shares, underlying shares or debentures of the Company or its associated corporations as recorded in the register required to be kept by the Company pursuant to Section 336 of the SFO as at 30 June 2016.
PURCHASE, SALE OR REDEMPTION OF THE COMPANY’S LISTED SECURITIES
During the Period, neither the Company nor any of its subsidiaries purchased, sold or redeemed any of the Company’s listed securities.
MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORS
During the Period, the Company has adopted a code of conduct regarding the Directors’ securities transactions on terms no less exacting than the required standard set out in the Model Code for Securities Transactions by Directors of Listed Issuers (“Model Code”) as set out in Appendix 10 to the Listing Rules. The Company has made specific enquiry of all Directors regarding any non-compliance with the Model Code throughout the Period and all the Directors confirmed that they have fully complied with the required standard set out in the Model Code during the Period.
CODE ON CORPORATE GOVERNANCE
The Company has adopted the code provisions set out in the Code on Corporate Governance Practices (“CG Code”) contained in Appendix 14 to the Listing Rules. The Board will continuously review and improve the corporate governance practices and standards of the Company to ensure that business activities and decision making processes are regulated in a proper and prudent manner.
10 CMMB VISION HOLDINGS LIMITED
Management Discussion and Analysis
During the Period, the Company has fully complied with the requirements under the CG Code, except for the deviation from Code Provision A.2.1 of the CG Code . The Company had been deviated from the Code Provision A.2.1 of CG Code, as the roles of chairman and chief executive officer of the Company were not separate. With effect on 19 May 2008, Mr. Wong Chau Chi (“Mr. Wong”) had been re-designated as the chairman of the Company and Mr. Wong also remains as the chief executive officer of the Company. According to the Code Provision A.2.1 of the CG Code, the roles of a chairman and a chief executive officer should be separate and should not be performed by the same individual. Given Mr. Wong has had extensive experience in the business of the Group and has performed satisfactorily since his joining of the Company in year 2007, particularly in soliciting for possible new business opportunities and deducing the overall strategic plan for the future development of the Company, the Board considers that it would benefit the Group if Mr. Wong is also in charge of overseeing the Company’s operations as its chairman. The Board considers that this structure will not impair the balance of power and authority between the Board and the management of the Group. The Board will regularly review the effectiveness of this arrangement.
AUDIT COMMITTEE
The Audit Committee (the “Audit Committee”) was established by the Company on 5 July 2005 and it has adopted new written terms in order to comply with Rule 3.21 of the Listing Rules. The primary duties of the Audit Committee are to review and supervise the Company’s financial reporting process and internal controls. The Audit Committee comprises Mr. Li Shan and Dr. Li Jun, being independent non-executive Directors and Mr. Chou Tsan-Hsiung, a non-executive Director. Currently, Mr. Li Shan is the chairman of the Audit Committee.
REVIEW OF ACCOUNTS
The Audit Committee has reviewed, with the management, the accounting principles and policies, internal controls and financial reporting adopted by the Group, and the unaudited condensed consolidated financial statements for the Period and recommended its adoption by the Board.
The unaudited condensed consolidated financial statements for the Period were approved by the Board on 10 August 2016.
For and on behalf of the Board
Wong Chau Chi Chairman
Hong Kong, 10 August 2016
11
INTERIM REPORT 2016
Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended 30 June 2016
| NOTES Revenue 3 Cost of sales Gross profit Interest income Administrative expenses Market development and promotion expenses Other expenses Finance costs 4 Loss before tax Income tax expense 5 Loss for the period 6 Other comprehensive expense Item that may be subsequently reclassified to profit or loss: Exchange differences arising on translation Total comprehensive expense for the period (Loss) profit for the period attributable to: – Owners of the Company – Non-controlling interests Loss for the period Total comprehensive (expense) income attributable to: – Owners of the Company – Non-controlling interests Total comprehensive expense for the period Loss per share 8 – Basic and diluted |
Six months ended 30 June 2016 2015 US$’000 US$’000 (unaudited) (unaudited) 2,885 5,189 (2,406) (4,965) 479 224 2 – (1,010) (627) (3,759) (2,648) (406) (240) (1,012) (500) (5,706) (3,791) (30) (71) (5,736) (3,862) (52) (6) (5,788) (3,868) (5,852) (3,850) 116 (12) (5,736) (3,862) (5,904) (3,856) 116 (12) (5,788) (3,868) US cents US cents (Restated) (0.34) (0.38) |
|---|---|
12 CMMB VISION HOLDINGS LIMITED
Condensed Consolidated Statement of Financial Position At 30 June 2016
| NOTES NON-CURRENT ASSETS Property, plant and equipment 9 Intangible assets 10 Deposits for acquisitions of assets 11 Financial asset at fair value through profit or loss 12 CURRENT ASSETS Trade and other receivables 13 Amounts due from related companies 20(i) Bank balances and cash CURRENT LIABILITIES Trade and other payables 14 Tax payable NET CURRENT ASSETS TOTAL ASSETS LESS CURRENT LIABILITIES NON-CURRENT LIABILITIES Convertible Notes 15 NET ASSETS CAPITAL AND RESERVES Share capital 16 Share premium and reserves Equity attributable to owners of the Company Non-controlling interests TOTAL EQUITY |
30 June 31 December 2016 2015 US$’000 US$’000 (unaudited) (audited) 924 752 106,588 106,588 68,836 26,012 2,118 2,118 178,466 135,470 3,811 2,495 2,162 1,331 40,889 10,412 46,862 14,238 1,806 1,566 35 35 1,841 1,601 45,021 12,637 223,487 148,107 19,634 18,622 203,853 129,485 241,863 80,673 (65,950) 20,988 175,913 101,661 27,940 27,824 203,853 129,485 |
30 June 31 December 2016 2015 US$’000 US$’000 (unaudited) (audited) 924 752 106,588 106,588 68,836 26,012 2,118 2,118 178,466 135,470 3,811 2,495 2,162 1,331 40,889 10,412 46,862 14,238 1,806 1,566 35 35 1,841 1,601 45,021 12,637 223,487 148,107 19,634 18,622 203,853 129,485 241,863 80,673 (65,950) 20,988 175,913 101,661 27,940 27,824 203,853 129,485 |
|---|---|---|
| 135,470 | ||
| 2,495 1,331 10,412 |
||
| 14,238 | ||
| 1,566 35 |
||
| 1,601 | ||
| 12,637 | ||
| 148,107 | ||
| 18,622 | ||
| 129,485 | ||
| 80,673 20,988 |
||
| 101,661 27,824 |
||
| 129,485 |
13
INTERIM REPORT 2016
Condensed Consolidated Statement of Changes in Equity For the six months ended 30 June 2016
| As at 31 December 2015 (audited) Loss for the period Exchange differences arising on translation Total comprehensive expense for the period Issue of shares rights issue bonus shares Transaction costs related to issue of new shares Exercise of share options As at 30 June 2016 (unaudited) As at 31 December 2014 (audited) Loss for the period Exchange differences arising on translation Total comprehensive expense for the period Issue of shares As at 30 June 2015 (unaudited) |
Share capital US$’000 80,673 |
Attr | ibutable to ow | ners of the Company | ners of the Company | Non- controlling interests US$’000 27,824 |
Total US$’000 129,485 |
||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Share premium US$’000 81,140 |
Merger reserve US$’000 31,987 |
Distributable reserve US$’000 18,464 |
Share options reserve US$’000 67 |
Capital reserve US$’000 2,110 |
Convertible note reserve US$’000 15,999 |
Exchange Accumulated reserve losses Sub-total US$’000 US$’000 US$’000 (8) (128,771) 101,661 |
|||||
| – – |
– – |
– – |
– – |
– – |
– – |
– – |
– (5,852) (5,852) 116 (52) – (52) – |
(5,736) (52) |
|||
| – 80,595 80,595 – – |
– – – – (80,595) – (439) – – – |
– – – – – |
– – – – – |
– – – – – |
– – – – – |
(52) (5,852) (5,904) 116 – – 80,595 – – – – – – – (439) – – – – – |
(5,788) 80,595 – (439) – |
||||
| 241,863 | 106 | 31,987 | 18,464 | 67 | 2,110 | 15,999 | (60) (134,623) 175,913 |
27,940 | 203,853 | ||
| 48,652 | 60,023 | 31,987 | 18,464 | 1,744 | 2,110 | – | 29 | (109,044) 53,965 |
10,527 | 64,492 | |
| – – |
– – |
– – |
– – |
– – |
– – |
– – |
– (3,850) (3,850) (12) (3,862) (6) – (6) – (6) |
||||
| – 2,376 |
– 3,922 |
– – |
– – |
– – |
– – |
– – |
(6) (3,850) (3,856) (12) (3,868) – – 6,298 – 6,298 |
||||
| 51,028 | 63,945 | 31,987 | 18,464 | 1,744 | 2,110 | – | 23 | (112,894) 56,407 |
10,515 | 66,922 |
14 CMMB VISION HOLDINGS LIMITED
For the six months ended 30 June 2016
Condensed Consolidated Statement of Cash Flows
| Net cash used in operating activities Investing activities: Purchase of property, plant and equipment Deposits paid for the acquisition of assets Acquisition of financial asset at fair value through profit or loss Interest received Net cash used in investing activities Financing activities: Proceeds from rights issue Proceeds from exercise of share options Proceeds from issue of shares Deposits received for share placement Advances to related companies Transaction cost related to placing of new shares Interest paid Net cash from financing activities Net increase in cash and cash equivalents Cash and cash equivalents at beginning of the period Effect of foreign exchange rate changes Cash and cash equivalents at end of the period |
Six months ended 30 June 2016 2015 US$’000 US$’000 (unaudited) (unaudited) (5,728) (4,250) (243) (77) (42,824) (18,614) – (2,000) 2 – (43,065) (20,691) 80,595 – – – – 6,298 – 20,819 (831) (838) (439) – – (1) 79,325 26,278 30,532 1,337 10,412 10,137 (55) (8) 40,889 11,466 |
|---|---|
15
INTERIM REPORT 2016
Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June 2016
1. BASIS OF PREPARATION
The condensed consolidated financial statements have been prepared in accordance with Hong Kong Accounting Standard 34 (“HKAS 34”) “Interim Financial Reporting” issued by the Hong Kong Institute of Certified Public Accountants (the “HKICPA”) as well as with the applicable disclosure requirements of Appendix 16 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”).
The condensed consolidated financial statements have been prepared on a going concern basis. In preparing the condensed consolidated financial statements, the Directors of the Company (the “Directors”) have given careful consideration to the future liquidity of the Group in light of the fact that the Group incurred a loss of US$5,736,000 for the sixmonth ended 30 June 2016 and the Group’s net current assets of US$45,021,000 as at 30 June 2016. In the opinion of the Directors, the Group is able to continue as a going concern in the coming year taking into consideration the measures which include, but are not limited to, as the following:
- (a) In April 2016, the Group has completed rights issue on the basis of one rights share for every one existing share at HK$0.1 per rights share (“Rights Issue”) and one bonus share for every one rights share taken up under the Rights Issue (“Bonus Shares”), to raise approximately HK$625,320,000 (equivalent to US$80,595,000) before expenses. The Group plans to apply the proceeds from the Rights Issue for the major capital expenditure for the deployment in China with details as set out in the prospectus of the Company dated 23 March 2016.
Based on the aforesaid factors, the Directors are satisfied that the Group will have sufficient financial resources to meet its financial obligations as they fall due for the foreseeable future. Accordingly, the condensed consolidated financial statements have been prepared on a going concern basis.
2. PRINCIPAL ACCOUNTING POLICIES
The condensed consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments, which are measured at fair values.
Except as described below, the accounting policies and methods of computation used in the condensed consolidated financial statements for the six months ended 30 June 2016 are the same as those followed in the preparation of the Group’s annual consolidated financial statements for the year ended 31 December 2015 (“2015 Annual Report”).
16 CMMB VISION HOLDINGS LIMITED
Notes to the Condensed Consolidated Financial Statements
For the six months ended 30 June 2016
2. PRINCIPAL ACCOUNTING POLICIES (Continued)
In the current interim period, the Group has applied, for the first time, certain amendments to Hong Kong Financial Reporting Standards (“HKFRSs”) and interpretations issued by the HKICPA that are mandatorily effective for the current interim period.
The application of the amendments to HKFRSs and interpretations in the current interim period has had no material effect on the amounts reported and/or disclosures set out in these condensed consolidated financial statements.
3. SEGMENT INFORMATION
The Group’s reportable and operating segments under HKFRS 8 are as follows:
-
CMMB business – Provision of transmission and broadcasting of television (“TV”) programs.
-
Trading business – Trading of printed circuit board materials (“PCB”).
The following is an analysis of the Group’s revenue and results by reportable and operating segments:
Six months ended 30 June 2016
| Segment revenue Segment loss Interest income Corporate legal and professional fees Corporate consultancy service fees Finance costs Unallocated expenses Loss for the period |
CMMB business US$’000 (unaudited) 951 (822) |
Trading business US$’000 (unaudited) 1,934 (92) |
Total US$’000 (unaudited) 2,885 (914) – (332) (2,374) (1,012) (1,104) (5,736) |
|---|---|---|---|
17
INTERIM REPORT 2016
Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June 2016
3. SEGMENT INFORMATION (Continued)
Six months ended 30 June 2015
| Segment revenue Segment (loss) profit Interest income Corporate legal and professional fees Corporate consultancy service fees Finance costs Unallocated expenses Loss for the period |
CMMB business US$’000 (unaudited) 295 (25) |
Trading business US$’000 (unaudited) 4,894 152 |
Total US$’000 (unaudited) 5,189 |
|---|---|---|---|
| 127 – (236) (2,112) (500) (1,141) |
|||
| (3,862) |
The accounting policies of the operating segments are the same as the Group’s accounting policies. Segment (loss) profit represents the (loss) profit from each segment without allocation of interest income, central administration expenses, corporate legal and professional fees, corporate consultancy service fees, directors’ remuneration and corporate finance costs. This is the measure reported to the chief operating decision make for the purpose of resource allocation and performance assessment.
Revenue from major products and services
The following is an analysis of the Group’s revenue from its major products and services:
| Transmission and broadcasting of television programs Trading of PCB materials |
Six months ended 30 June 2016 2015 US$’000 US$’000 (unaudited) (unaudited) 951 295 1,934 4,894 2,885 5,189 |
Six months ended 30 June 2016 2015 US$’000 US$’000 (unaudited) (unaudited) 951 295 1,934 4,894 2,885 5,189 |
|---|---|---|
| 5,189 |
18 CMMB VISION HOLDINGS LIMITED
Notes to the Condensed Consolidated Financial Statements
For the six months ended 30 June 2016
4. FINANCE COSTS
| Effective interest expense on convertible notes Bank interest expense TAXATION Current tax: Withholding tax on foreign income Taiwan Income Tax |
Six months ended 30 June 2016 2015 US$’000 US$’000 (unaudited) (unaudited) 1,012 500 – – 1,012 500 Six months ended 30 June 2016 2015 US$’000 US$’000 (unaudited) (unaudited) 30 30 – 41 30 71 |
Six months ended 30 June 2016 2015 US$’000 US$’000 (unaudited) (unaudited) 1,012 500 – – 1,012 500 Six months ended 30 June 2016 2015 US$’000 US$’000 (unaudited) (unaudited) 30 30 – 41 30 71 |
|---|---|---|
| 71 |
5. TAXATION
Withholding tax on foreign income represented PRC withholding tax on income from a PRC customer at 10% of the gross invoice amount.
Hong Kong Profits Tax is calculated at 16.5% for both periods. No provision for Hong Kong Profits Tax has been made as the Group has no assessable profit arising in Hong Kong for both periods.
19
INTERIM REPORT 2016
Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June 2016
5. TAXATION (Continued)
Taiwan Income Tax is calculated at a prevailing rate of 17% for both periods. Provision for Taiwan Income Tax was made as the Group had assessable profit arising in Taiwan for the six months ended 30 June 2015. No provision for Taiwan Income Tax has been made as the Group does not have any assessable profit arising in Taiwan for the six months ended 30 June 2016.
Taxation arising in the United State of America (“USA”) is calculated at a prevailing rate of 38% for both periods. No provision for Federal Income Tax and State and Local Income Tax has been made as the Group did not have any assessable profit arising in the USA for both periods.
Under the law of the People’s Republic of China (the “PRC”) on Enterprise Income Tax (the “EIT Law”) and the Implementation Regulation of the EIT Law, the tax rate of the PRC subsidiaries of the Company is 25% from 1 January 2008 onward. No provision for PRC income tax has been made in the condensed consolidated financial statements as all of the PRC subsidiaries did not have taxable income for both periods.
6. LOSS FOR THE PERIOD
Loss for the period has been arrived at after charging:
| Six months | ended 30 June | |
|---|---|---|
| 2016 | 2015 | |
| US$’000 | US$’000 | |
| (unaudited) | (unaudited) | |
| Depreciation of property, plant and equipment | 103 | 10 |
| Included in other expenses: | ||
| Legal and professional fees (Note) | 332 | 236 |
| Exchange loss | 22 | 4 |
| Consultancy service fees (Note) | 2,491 | 2,112 |
| Research and development costs | 939 | – |
Note: The amount represents legal and professional fee and consultancy service fees that are paid and payable to consultants, advisors and other professional parties for acquisition of TV stations and spectrum in USA in 2015 and development of new satellite business for both periods.
20 CMMB VISION HOLDINGS LIMITED
Notes to the Condensed Consolidated Financial Statements
For the six months ended 30 June 2016
7. DIVIDENDS
No dividends were paid, declared or proposed during both periods.
8. LOSS PER SHARE
The calculation of the basic and diluted loss per share attributed to the owners of the Company is based on the following data:
| Loss Loss for the period attributable to the owners of the Company for the purposes of basic and diluted loss per share Number of shares Number of ordinary shares for the purposes of basic and diluted loss per share |
Six months ended 30 June 2016 2015 US$’000 US$’000 (unaudited) (unaudited) (5,852) (3,850) (Restated) 1,712,251,427 1,009,083,325 |
|---|---|
The computation of diluted loss per share does not assume the exercise of the Company’s outstanding share options and the conversion of the convertible notes of the Company as the assumed exercise of the share options and convertible notes for both periods would result in decrease in loss per share.
The weighted average of ordinary shares for the purposes of calculating basic and diluted loss per share for the six months ended 30 June 2015 had been retrospectively adjusted for the effect of bonus element of rights issue and bonus issue completed on 18 April 2016 (note 16(i)) and the effect of share consolidation completed in June 2016 (note 16 (iii)).
9. PROPERTY, PLANT AND EQUIPMENT
The Group incurred approximately US$243,000 in respect of office renovation and purchase of equipment during the six months ended 30 June 2016. The Group did not have any disposal of property, plant and equipment for daily operations during both periods.
21
INTERIM REPORT 2016
Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June 2016
10. INTANGIBLE ASSETS
The Group did not have any addition to and disposal of intangible assets during both periods.
11. DEPOSITS FOR THE ACQUISITION OF ASSETS
Refundable deposits paid for the acquisition of intangible assets as at 30 June 2016 and 31 December 2015 are as follows:
| 30 June | 31 December | |
|---|---|---|
| 2016 | 2015 | |
| US$’000 | US$’000 | |
| (unaudited) | (audited) | |
| Satellites and related assets | 68,836 | 26,012 |
Save as disclosed in note 20(a) of the 2015 Annual Report, on 9 September 2014 and 30 June 2015, the Company entered into a memorandum of understanding and an agreement with New York Broadband II, LLC (“NYBB II”), a wholly-owned subsidiary of NYBB, to acquire the capacity of the current geosynchronous L-band satellite known as AsiaStar and its two follow-on co-location new generation satellites in order to provide mobile multimedia and broadband internet services in the PRC and other Asian markets. The memorandum of understanding also gives the Company the exclusivity to develop business in the region by using this satellite platform. The AsiaStar satellite located at the 105 degrees East orbital slot, with its associated L-band spectrum rights, is the only mobile satellite capable of covering the all of Asia, including the PRC, Japan, Korea, Southeast Asia, Indonesia, and India and can deliver audio, video and data services in the region. The capacity acquisition will give the Company a ubiquitous Asia-wide mobile platform to offer next generation media and internet services.
On 27 October 2015, the Company together with its business partner in the United States, NYBB, entered into an agreement with The Boeing Company for construction of the nextgeneration high-power mobile L-band satellite named “Silkwave-1”.
NYBB is procuring Silkwave-1 and will exclusively lease its capacity to the Company for providing comprehensive suite of internet broadband media and information services to Asian mobile customers. Silkwave-1 is expected to launch in 2018, complementing and eventually replacing the current AsiaStar satellite to continue operation.
22 CMMB VISION HOLDINGS LIMITED
Notes to the Condensed Consolidated Financial Statements
For the six months ended 30 June 2016
11. DEPOSITS FOR THE ACQUISITION OF ASSETS (Continued)
As at 30 June 2016, the Group has paid refundable deposits for a total amount of US$68,835,000 (31 December 2015: US$26,012,000) for the proposed acquisition of satellites and related assets. The acquisition has not completed as at the date of issuance of the condensed consolidated financial statements.
12. FINANCIAL ASSET AT FAIR VALUE THROUGH PROFIT OR LOSS
The Group did not have any addition to and disposal of financial asset at fair value through profit or loss during both periods.
13. TRADE AND OTHER RECEIVABLES
The Group generally allows a credit period of 60 to 120 days to its customers of the Trading Business and CMMB Business. There was no trade receivable under CMMB business as at 31 December 2015. The trade receivables are due from four (31 December 2015: three) customers as at 30 June 2016.
The aged analysis of trade receivables, presented based on invoice date at the end of the reporting period, which approximated to the respective revenue recognition dates, are as follows:
| Trade receivables: 0 – 30 days 31 – 60 days 61 – 90 days Over 90 days Other receivables and deposits Prepayments |
30 June 31 December 2016 2015 US$’000 US$’000 (unaudited) (audited) 468 356 768 448 542 41 474 342 2,252 1,187 1,141 1,146 418 162 3,811 2,495 |
30 June 31 December 2016 2015 US$’000 US$’000 (unaudited) (audited) 468 356 768 448 542 41 474 342 2,252 1,187 1,141 1,146 418 162 3,811 2,495 |
|---|---|---|
| 1,187 1,146 162 |
||
| 2,495 |
23
INTERIM REPORT 2016
Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June 2016
14. TRADE AND OTHER PAYABLES
The average credit period granted by its suppliers is 60 days.
The aged analysis of trade payables presented based on the invoice date at the end of the reporting period are as follows:
| 30 June | 31 December | |
|---|---|---|
| 2016 | 2015 | |
| US$’000 | US$’000 | |
| (unaudited) | (audited) | |
| Trade payables | ||
| 0 – 90 days | 749 | 780 |
| 91 – 180 days | 325 | 16 |
| Over 180 days | 1 | – |
| 1,075 | 796 | |
| Accruals | 549 | 740 |
| Other payables | 182 | 30 |
| 1,806 | 1,566 |
15. CONVERTIBLE NOTES
The movement of the liability component of the convertible notes with a conversion price of HK$1.00 per share (“CN1”) and a conversion price of HK$4.61 per share (“CN2”) respectively for the six months ended 30 June 2016 are shown as follows:
| CN1 | CN2 | Total | |
|---|---|---|---|
| US$’000 | US$’000 | US$’000 | |
| (unaudited) | (unaudited) | (unaudited) | |
| At 31 December 2015 | 15,753 | 2,869 | 18,622 |
| Effective interest expenses | 849 | 163 | 1,012 |
| At 30 June 2016 | 16,602 | 3,032 | 19,634 |
24 CMMB VISION HOLDINGS LIMITED
Notes to the Condensed Consolidated Financial Statements
For the six months ended 30 June 2016
15. CONVERTIBLE NOTES (Continued)
- (i) Save as disclosed in note 16(i), pursuant to the terms and conditions of the convertible notes, the conversion price of and the number of conversion shares to be issued upon exercise of the conversion rights attached to the outstanding CN1 and CN2 respectively are adjusted in the following manner with retrospective effect from 22 March 2016, being the day next following the record date of the Rights Issue.
| Before completion of the Rights Issue | Before completion of the Rights Issue | After completion | of the Rights Issue | |
|---|---|---|---|---|
| and Bonus Shares | and Bonus Shares | |||
| Number of shares | Adjusted number | |||
| to be issued upon | of shares to be | |||
| exercise of the | Conversion price | issued upon exercise | Adjusted conversion | |
| conversion | per shares | of the conversion | price per share | |
| rights attaching to | in respect of | rights attaching to | in respect of | |
| the outstanding | the outstanding | the outstanding | the outstanding | |
| convertible notes | convertible notes | convertible notes | convertible notes | |
| (HK$) | (HK$) | |||
| CN1 | 2,198,800,000 | 0.10 | 2,198,800,000 | 0.10 |
| CN2 | 86,951,374 | 0.473 | 89,214,750 | 0.461 |
There are no adjustments on the number of conversion shares or conversion price of CN1 as pursuant to the terms of the convertible notes, the conversion price of HK$0.1 of CN1 cannot be adjusted downwards to below HK$0.1 which is the par value of a share.
Save for the above adjustments, all other terms of the outstanding convertible notes remain unchanged.
25
INTERIM REPORT 2016
Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June 2016
15. CONVERTIBLE NOTES (Continued)
- (ii) Save as disclosed in note 16(iii), pursuant to the terms and conditions of the convertible notes, the conversion price of and the number of conversion shares to be issued upon exercise of the conversion rights attached to the outstanding CN1 and CN2 respectively will be adjusted in the following manner with effect from 21 June 2016 upon the share consolidation becoming effective:
| Before share | consolidation | After share | consolidation | |
|---|---|---|---|---|
| Number of shares | Adjusted number of | |||
| to be issued upon | shares to be issued | |||
| exercise of the | Conversion price | upon exercise of | Adjusted conversion | |
| conversion rights | per shares in | the conversion | price per share | |
| attaching to | respect of | rights attaching to | in respect of | |
| the outstanding | the outstanding | the outstanding | the outstanding | |
| convertible notes | convertible notes | convertible notes | convertible notes | |
| (HK$) | (HK$) | |||
| CN1 | 2,198,800,000 | 0.10 | 219,880,000 | 1.00 |
| CN2 | 89,214,750 | 0.461 | 8,921,475 | 4.61 |
Save for the above adjustments, all other terms of the outstanding convertible notes remain unchanged.
16. SHARE CAPITAL
| SHARE CAPITAL | |||
|---|---|---|---|
| Ordinary shares of HK$0.1 each at 1 January 2016 Issue of new shares (note i) Rights issue Bonus shares Exercise of share options (note ii) Share consolidation (note iii) Ordinary shares of HK$1.0 each at 30 June 2016 |
Number of shares (unaudited) 6,253,189,277 6,253,189,277 6,253,189,277 40,169 (16,883,647,200) 1,875,960,800 |
Nominal Value HK$ 6,253,189,277 6,253,189,277 6,253,189,277 40,169 (16,883,647,200) 1,875,960,800 |
Shown as US$’000 (unaudited) 80,673 80,595 80,595 – – |
| 241,863 |
26 CMMB VISION HOLDINGS LIMITED
Notes to the Condensed Consolidated Financial Statements
For the six months ended 30 June 2016
16. SHARE CAPITAL (Continued)
-
(i) The Company raised approximately HK$625.32 million before expenses by way of issue of 6,253,189,277 new shares pursuant to the Rights Issue on the basis of one Rights Share for every one share in issue on the record date at the subscription price of HK$0.1 per Rights Share. It is also proposed to allot and issue the Bonus Shares on the basis of one Bonus Share for every one Rights Share taken up under the Rights Issue. All the resolutions approving the Rights Issue and the issue of Bonus Shares were duly passed at the extraordinary general meeting of the Company on 15 March 2016. On 18 April 2016, the Company issued 6,253,189,277 new shares pursuant to the Rights Issue and a total of 6,253,189,277 new shares have been issued pursuant to the Bonus Shares.
-
(ii) On 4 May 2016, 40,169 share options have been exercised (see note 17).
-
(iii) On 20 June 2016, an extraordinary general meeting of the Company was held and the resolutions of the share consolidation of the Company involving consolidation of the number of shares on the basis that every ten issued and unissued shares consolidated into one consolidated share of HK$1.00 each were approved, with effect from 21 June 2016.
The new shares rank pari passu with the existing shares in all respects.
17. SHARE-BASED PAYMENTS
The Company has a share option scheme for eligible directors, employees and consultants of the Group. Details of the share options outstanding during the current period are as follows:
| Number | of share options | |||||||
|---|---|---|---|---|---|---|---|---|
| Outstanding | Exercised | Outstanding | Adjusted | |||||
| Date of | at 1 January | during | at 30 June | exercise price | ||||
| Category | grant | 2016 | Adjustment | the Period | Adjustment | 2016 | per share | Exercise period |
| (note i) | (note ii) | (note iii) | HK$ | |||||
| Consultants | 7 May 2014 | 10,214,912 | 276,078 | (40,169) | (9,405,739) | 1,045,082 | 1.11 | 7 May 2014 to |
| 6 May 2017 | ||||||||
| Total | 10,214,912 | 276,078 | (40,169) | (9,405,739) | 1,045,082 |
27
INTERIM REPORT 2016
Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June 2016
17. SHARE-BASED PAYMENTS (Continued)
- (i) Save as disclosed in note 16(i), pursuant to the terms of the Pre-IPO share option scheme, the exercise price of the share options and the number of shares to be allotted and issue upon the exercise of the subscription rights attaching to the outstanding share options is adjusted in the following manner with effect from 18 April 2016 upon the allotment and issue of the Rights Issue in their fully paid form and Bonus Share of the Company to its shareholders.
| Before completion of the Rights Issue | Before completion of the Rights Issue | After completion of the Rights Issue | After completion of the Rights Issue | ||
|---|---|---|---|---|---|
| and Bonus Shares | and Bonus Shares | ||||
| Adjusted | |||||
| Number of | number of | Adjusted | |||
| share options | Exercise price | share options | exercise price of | ||
| Date of grant | Exercise period | outstanding | of share options | outstanding | share options |
| (HK$) | (HK$) | ||||
| 7 May 2014 | 7 May 2014 to | 10,214,912 | 0.114 | 10,490,990 | 0.111 |
| 6 May 2017 |
Save for the above adjustment, all other terms of the outstanding share options remain unchanged.
-
(ii) In respect of the share options exercised during the period, the weighted average share price at the dates of the exercise is HK$0.65.
-
(iii) Save as disclosed in note 16(iii), pursuant to the terms of the Pre-IPO share option scheme, the exercise price of the share options granted and the number of Shares to be allotted and issued upon exercise of the subscription rights attached to the outstanding share options is adjusted in the following manner with effect from 21 June 2016 upon the share consolidation becoming effective:
| Before completion of | Before completion of | After completion of | After completion of | |||
|---|---|---|---|---|---|---|
| share consolidation | share consolidation | |||||
| Adjusted | ||||||
| Number of | number of | Adjusted | ||||
| share options | Exercise price | share options | exercise price of | |||
| Date of grant | Exercise period | outstanding | of share | options | outstanding | share options |
| (HK$) | (HK$) | |||||
| 7 May 2014 | 7 May 2014 to | 10,450,821 | 0.111 | 1,045,082 | 1.11 | |
| 6 May 2017 |
Save for the above adjustment, all other terms of the outstanding share options remain unchanged.
28 CMMB VISION HOLDINGS LIMITED
Notes to the Condensed Consolidated Financial Statements
For the six months ended 30 June 2016
18. CONTINGENT LIABILITIES
As at 30 June 2016, the Group and the Company has guaranteed a contingent liability of an aggregate amount of US$1,203,000 in respect of an upgrade project undertaken by its equity investment (31 December 2015: US$1,551,000).
19. CAPITAL COMMITMENTS
| CAPITAL COMMITMENTS | ||
|---|---|---|
| 30 June 31 December | ||
| 2016 | 2015 | |
| US$’000 | US$’000 | |
| (unaudited) | (audited) | |
| Capital expenditure contracted for but not provided | ||
| in the condensed consolidated financial statements | ||
| in respect of: | ||
| Refurbishment of office | – | 81 |
20. RELATED PARTY DISCLOSURES
(i) Balances
The amounts due from related companies are non-interest bearing and unsecured.
(ii) Transactions
Save as disclosed above for the deposits paid for acquisition of assets with Chi Capital and NYBB which are set out in note 11, the Group reimbursed NYBB of US$430,000 for the current period (six months ended 30 June 2015: US$170,000) in relation to the rental expenses paid by NYBB on behalf of the Group for certain site premises.
Compensation of key management personnel
The remuneration of key management personnel are determined by the remuneration committee having regard to the performance of individuals and market trends.
The remuneration of key management personnel of the Company during the period were as follows:
| Six months | ended 30 June | |
|---|---|---|
| 2016 | 2015 | |
| US$’000 | US$’000 | |
| (unaudited) | (unaudited) | |
| Salaries and other benefits | 199 | 164 |
29
INTERIM REPORT 2016
Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June 2016
21. EVENTS AFTER THE END OF THE REPORTING PERIOD
-
(i) Save as disclosed in note 38(i) of the 2015 Annual Report, on 29 January 2016, the Group entered into an Equity Transfer Agreement with Global Broadcasting Media Company (“GMG”), pursuant to which the Group will transfer 51% of the equity interest in 國廣中播傳媒技術有限公司 (Global Vision Media Technology Co. Ltd)(“Global Vision”, formerly known as 中播(北京)信息技術有限責任公 司 (CMMB Information Technology Co., Ltd.) ), a wholly-owned PRC subsidiary established on 24 August 2015, at a consideration of RMB1, to GMG according to the terms and subject to the conditions set forth in the Equity Transfer Agreement. The Agreement has effectively formalized Global Vision as a joint venture company between the Company and GMG for operating a satellite-based mobile broadcasting platform, providing unique multimedia services such as mobile video, audio, internet data for mobile consumers and vehicles in PRC. The shares transfer has been completed as at the date of issuance of this interim report.
-
(ii) On 20 June 2016, an extraordinary general meeting of the Company was held and the resolutions of the reorganization of the share capital of the Company involving reduction of the authorized share capital and issued share capital by reducing the nominal value of each share in issued from HK$1.00 to HK$0.01 and cancelling paid-up capital to the extent of HK$0.99 for each issued share and the sub-division of each authorized and unissued share of HK$1.00 each into 10 unissued share of HK$0.01 each (the “Capital Reorganisation”) were approved. The capital reduction amount as a result of the Capital Reorganisation will be transferred to accumulated losses account of the Company.
The Capital Reorganisation will become effective in September 2016, after the approval from the Grand Court of the Cayman Islands.
22. RECLASSIFICATION OF COMPARATIVE INFORMATION
Certain comparative information has been reclassified to conform to current period presentation in the condensed consolidated financial statements.
30 CMMB VISION HOLDINGS LIMITED