One Media Group Limited — Interim / Quarterly Report 2012

Nov 25, 2011

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

==> picture [124 x 45] intentionally omitted <==

One Media Group Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 426)

SECOND QUARTER RESULTS ANNOUNCEMENT FOR THE THREE MONTHS ENDED 30TH SEPTEMBER 2011

The directors (the “Directors”) of One Media Group Limited (the “Company”) announce the unaudited consolidated results of the Company and its subsidiaries (the “Group”) for the three months ended 30th September 2011, together with the comparative unaudited consolidated figures for the corresponding period in 2010 as follows.

CONSOLIDATED INCOME STATEMENT

FOR THE THREE MONTHS ENDED 30TH SEPTEMBER 2011

Notes Turnover 2 Cost of goods sold Gross profit Other income Selling and distribution costs Administrative expenses Operating profit Share of loss of an associate 3 Profit before income tax Income tax expense 5 Profit for the period Profit attributable to: Equity holders of the Company Earnings per share attributable to equity holders of the Company during the period (expressed in HK cent per share) - Basic and diluted 6

(Unaudited) Three months ended 30th September 2011 2010 HK$’000 HK$’000 46,577 44,413 (22,753) (22,267) 23,824 22,146 1,091 1,464 (12,249) (10,746) (9,402) (8,347) 3,264 4,517 - - 3,264 4,517 (1,255) (1,293) 2,009 3,224 2,009 3,224 0.50 0.81

– 1 –

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE THREE MONTHS ENDED 30TH SEPTEMBER 2011

Profit for the period Other comprehensive income Currency translation differences Total comprehensive income for the period Total comprehensive income attributable to: Equity holders of the Company	(Unaudited) Three months ended 30th September 2011 2010 HK$’000 HK$’000 2,009 3,224 635 406 2,644 3,630 2,644 3,630

– 2 –

CONSOLIDATED BALANCE SHEET AS AT 30TH SEPTEMBER 2011

Notes ASSETS Non-current assets Property, plant and equipment Intangible assets Interest in an associate 3 Deferred income tax assets Total non-current assets Current assets Inventories Trade and other receivables Cash and cash equivalents Total current assets Total assets EQUITY Capital and reserves attributable to the Company’s equity holders Share capital Share premium Other reserves Retained earnings - Proposed dividends 7 - Others Total equity LIABILITIES Non-current liability Long service payment obligations Total non-current liability Current liabilities Trade and other payables Amounts due to fellow subsidiaries 8 Current income tax liabilities Total current liabilities Total liabilities Total equity and liabilities Net current assets Total assets less current liabilities	30th September 2011 HK$’000 4,724 3,083 25,800 56 33,663 11,655 53,654 81,652 146,961 180,624 400 456,073 (330,494) 3,600 14,752 144,331 28 28 28,573 3,281 4,411 36,265 36,293 180,624 110,696 144,359	31st March 2011 HK$’000 4,376 2,719 - 51 7,146 10,213 50,268 108,575 169,056 176,202 400 456,073 (331,668) 8,000 11,166 143,971 28 28 23,430 6,039 2,734 32,203 32,231 176,202 136,853 143,999

– 3 –

NOTES

1 BASIS OF PREPARATION AND ACCOUNTING POLICIES

(a) Basis of preparation

The financial information of the Company (the “Financial Information”) for the three months ended 30th September 2011 is unaudited and has been prepared in accordance with International Financial Reporting Standards (“IFRSs”) issued by the International Accounting Standards Board (“IASB”), requirements of the Hong Kong Companies Ordinance and applicable disclosure requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

This Financial Information has been prepared under the historical cost convention.

This second quarter results announcement should be read in conjunction with the audited consolidated annual financial statements of the Group for the year ended 31st March 2011 and the interim results announcement for the six months ended 30th September 2011.

(b) Accounting policies

The preparation of this Financial Information in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies.

Except as described below, the accounting policies applied are consistent with those of the annual financial statements for the year ended 31st March 2011, as described in those annual financial statements.

Taxes on income in the periods are accrued using the tax rate that would be applicable to expected total annual earnings.

The Group has adopted the following revised standards and amendments to standard, which are mandatory for the financial year beginning 1st April 2011 and are relevant to its operations:

• IAS 24 (Revised), “Related Party Disclosures” is effective for annual periods beginning on or after 1st January 2011. It introduces an exemption from all of the disclosure requirements of IAS 24 for transactions among government related entities and the government. It also clarifies and simplifies the definition of a related party. The amendment does not have a material impact on this unaudited Financial Information.

• Amendment to IAS 34, “Interim Financial Reporting” is effective for annual periods beginning on or after 1st January 2011. It emphasises the existing disclosure principles in IAS 34 and adds further guidance to illustrate how to apply these principles. Greater emphasis has been placed on the disclosure principles for significant events and transactions. Additional requirements cover disclosure of changes to fair value measurement (if significant), and the need to update relevant information from the most recent annual report. The amendment does not have a material impact on this unaudited Financial Information.

– 4 –

NOTES

1 BASIS OF PREPARATION AND ACCOUNTING POLICIES

(b) Accounting policies (Continued)

The Group has not early adopted new or revised standards and amendments to standards that have been issued but are not yet effective for the accounting period beginning 1st April 2011. The Group is in the process of making an assessment of the impact of those new or revised standards and amendments to standards on the Group’s results and financial position in the period of initial application.

2 SEGMENT INFORMATION

IFRS 8 “Operating Segments” requires operating segments to be identified based on internal reporting that is regularly reviewed by the chief operating decision maker. The Group regards the Executive Committee as the chief operating decision maker in order to allocate resources to segments and assess their performance.

The Executive Committee considers the business from geographic perspective. Geographically, management considers the performance of the media business in Hong Kong and Mainland China.

The Executive Committee assesses the performance of the operating segments based on a measure of operating profit/loss before tax but excludes corporate expenses. Other information provided is measured in a manner consistent with that in the internal financial reports.

The Group’s turnover and results provided to the Executive Committee for the reporting segments for the three months ended 30th September 2011 were as follows:

Turnover eSegment profit/(loss) before income tax Unallocated expenses Profit before income tax Income tax expense Profit for the period Other information: Interest income Depreciation of property, plant and equipment Amortisation of intangible assets	(Unaudited) Three months ended 30th September Media business Hong Kong Mainland China Total 2011 2010 2011 2010 2011 2010 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 37,951 37,120 8,626 7,293 46,577 44,413 10,071 10,177 (4,164 ) (3,576 ) 5,907 6,601 (2,643 ) (2,084) 3,264 4,517 (1,255 ) (1,293) - - (1,255 ) (1,293) 2,009 3,224 114 98 60 1 174 99 193 307 217 155 410 462 15 8 207 3 222 11

– 5 –

3 INTEREST IN AN ASSOCIATE

Acquisition of an associate	(Unaudited) 30th September 2011 HK$’000 25,800	(Audited) 31st March 2011 HK$’000 -

On 30th September 2011, the Group acquired all of the shares in Media Connect Investment Limited from a fellow subsidiary, which in turn holds approximately 24.97% interest in ByRead Inc., for a cash consideration of HK$25,800,000.

As at 30th September 2011, interest in an associate included goodwill, trademark and customer list indentified from the acquisition of ByRead Inc. of HK$20,822,000, HK$3,986,000 and HK$1,053,000 respectively. The useful lives for trademark and customer list are 30 years and 5 years respectively.

Particulars of the Group’s associate are as follows:

Name of associate	Place of incorporation	Effective	Principal activities
		equity interest
ByRead Inc.	Cayman Islands	24.97%	Investment holding

The principal activities of the subsidiaries of ByRead Inc. are engaged in the research and development of mobile software and the operation and provision of mobile reading solution and social networking solution in Mainland China.

The Group’s share of the post-acquisition results of the associate and its aggregated assets and liabilities (excluding goodwill, trademark and customer list) at gross amounts as at and for the three months ended 30th September 2011 are as follows:

ByRead Inc.	Assets HK$’000 5,861	Liabilities HK$’000 1,063	Revenues HK$’000 -	Loss HK$’000 -

– 6 –

4 EXPENSES BY NATURE

Expenses included in cost of goods sold, selling and distribution costs and administrative expenses are analysed as follows:

Paper consumed Depreciation of property, plant and equipment Amortisation of intangible assets Employee benefit expenses (including directors’ emoluments) Occupancy costs	(Unaudited) Three months ended 30th September 2011 2010 HK$’000 HK$’000 4,739 4,358 410 462 222 11 16,377 15,278 932 850

5 INCOME TAX EXPENSE

Income tax expense is recognised based on management’s best estimate of the weighted average annual income tax rate expected for the full financial year.

Hong Kong profits tax has been provided at the rate of 16.5% (2010:16.5%) on the estimated assessable profit for the period.

No provision for the People’s Republic of China (“PRC”) enterprise income tax has been made as the Group has no assessable profits generated in PRC during the three months ended 30th September 2011 (2010: Nil).

Hong Kong profits tax - Current income tax Deferred income tax - Current deferred income tax charges/ (credit)	(Unaudited) Three months ended 30th September 2011 2010 HK$’000 HK$’000 1,246 1,320 9 (27) 1,255 1,293
	2011 HK$’000 1,246 9 1,255

– 7 –

6 EARNINGS PER SHARE

Basic earnings per share is calculated by dividing the Group’s unaudited consolidated profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period.

Profit attributable to equity holders of the Company Weighted average number of ordinary shares in issue (in thousands) Basic earnings per share (HK cent per share)	(Unaudited) Three months ended 30th September 2011 2010 HK$’000 HK$’000 2,009 3,224 400,000 400,000 0.50 0.81
	2011 HK$’000 2,009 400,000 0.50

There was no dilutive effect arising from the share options granted by the Company.

7 DIVIDENDS

No dividend has been declared by the Directors during the three months ended 30th September 2011 (2010: Nil).

The Directors of the Company have declared an interim dividend for the six months ended 30th September 2011 of HK0.9 cent (2010: HK0.75 cent) per ordinary share, totalling HK$3,600,000 (2010: HK$3,000,000) payable on 28th December 2011 to shareholders whose names appear on the register of members of the Company on 16th December 2011.

During the period ended 30th September 2011, no special dividend was paid (2010: HK$40,000,000) and a final dividend of HK2 cents (2010: HK0.5 cent) per ordinary share, totalling HK$8,000,000 for the year ended 31st March 2011 was paid on 9th September 2011 (2010: HK$2,000,000).

8 AMOUNTS DUE TO FELLOW SUBSIDIARIES

The ageing of the amounts due to fellow subsidiaries arising from related-party transactions, by invoice date, is within 180 days. They are unsecured, non-interest bearing and with normal credit terms from 30 days to 180 days.

9 CONTINGENT LIABILITIES

As at 30th September 2011, the Group did not have any material contingent liabilities or guarantees (31st March 2011: Nil).

– 8 –

10 REVIEW OF OPERATION

For the quarter under review, the Group recorded a consolidated turnover of HK$46,577,000 (2010: HK$44,413,000), increased by 5% from the same quarter of last year. However the Group’s profit before income tax for this quarter decreased by 28% to HK$3,264,000 (2010: HK$4,517,000). It was mainly due to the increase in operating expenses including production costs, selling and distribution costs and administrative expenses.

By Order of the Board One Media Group Limited TIONG Kiu King Director

Hong Kong, 25th November 2011

As at the date of this announcement, Mr. TIONG Kiu King, Mr. TIONG Kiew Chiong and Mr. LAM Pak Cheong are executive directors of the Company. Mr. YU Hon To, David, Mr. SIT Kien Ping, Peter and Mr. TAN Hock Seng, Peter are independent non-executive directors of the Company.

– 9 –