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Samsonite Group S.A. — Interim / Quarterly Report 2010
Sep 10, 2010
50259_rns_2010-09-10_f48cab21-17ee-4612-ad64-9a80b9a099f2.pdf
Interim / Quarterly Report
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ETERNITY INVESTMENT LIMITED
(Formerly known as China Star Investment Holdings Limited)
(Incorporated in Bermuda with limited liability)
(Stock Code: 764)
2010
Interim Report

Interim Report 2010
ETERNITY INVESTMENT LIMITED
Contents
| Section | Pages |
|---|---|
| Corporate Information | 2 |
| Condensed Consolidated Income Statement | 3 |
| Condensed Consolidated Statement of Comprehensive Income | 5 |
| Condensed Consolidated Statement of Financial Position | 6 |
| Condensed Consolidated Statement of Changes in Equity | 8 |
| Condensed Consolidated Statement of Cash Flows | 9 |
| Notes to the Condensed Consolidated Financial Statements | 10 |
| Independent Review Report | 31 |
| Management Discussion and Analysis | 33 |
| Additional Information Required by the Listing Rules | 44 |
2
ETERNITY INVESTMENT LIMITED
Interim Report 2010
Corporate Information
Board of Directors
Executive directors
Mr. Lei Hong Wai (Chairman)
Mr. Chan Kin Wah, Billy
(Deputy Chairman)
Independent non-executive directors
Mr. Tang Chak Lam, Gilbert
Mr. Hung Hing Man
Mr. Wan Shing Chi
Company Secretary
Mr. Chan Kin Wah, Billy
Audit Committee
Mr. Tang Chak Lam, Gilbert
Mr. Hung Hing Man
Mr. Wan Shing Chi
Remuneration Committee
Mr. Lei Hong Wai
Mr. Tang Chak Lam, Gilbert
Mr. Wan Shing Chi
Nomination Committee
Mr. Lei Hong Wai
Mr. Tang Chak Lam, Gilbert
Mr. Wan Shing Chi
Finance Committee
Mr. Chan Kin Wah, Billy
Mr. Hung Hing Man
Registered Office
Clarendon House
2 Church Street
Hamilton HM11
Bermuda
Head Office and Principal Place of Business
Unit 3811
Shun Tak Centre, West Tower
168-200 Connaught Road Central
Hong Kong
Principal Share Registrar and Transfer Office
HSBC Bank Bermuda Limited
Hong Kong Branch Share Registrar and Transfer Office
Tricor Standard Limited
Auditors
HLB Hodgson Impey Cheng
Chartered Accountants
Certified Public Accountants
Principal Banker
Hang Seng Bank Limited
Stock Code
764
Website
www.eternityinv.com.hk
E-mail Address
Interim Results
The board of directors (the "Board") of Eternity Investment Limited (the "Company") announces the unaudited condensed consolidated results of the Company and its subsidiaries (the "Group") for the six months ended 30 June 2010 together with the comparative figures for 2009 as follows:
Condensed Consolidated Income Statement
| Notes | Six months ended 30 June | ||
|---|---|---|---|
| 2010 | |||
| HK$'000 | |||
| (Unaudited) | 2009 | ||
| HK$'000 | |||
| (Unaudited) | |||
| Continuing operations | |||
| Turnover | 3 | 32,784 | 28,346 |
| Cost of sales | (363) | (642) | |
| Gross profit | 32,421 | 27,704 | |
| Other revenue and other income | 4 | 6,831 | 3,134 |
| Administrative expenses | (5,673) | (5,715) | |
| Impairment loss recognised in respect of intangible assets | 11 | (4,856) | (117,320) |
| (Loss)/gain arising on fair value change in financial assets at fair value through profit or loss | (15,136) | 7,750 | |
| Gain/(loss) arising on fair value change in conversion options embedded in convertible note receivable | 1,525 | (23,144) | |
| Gain arising on early repayment of convertible note receivable and promissory note receivable | 140,589 | — | |
| Gain arising on fair value change in derivative financial instrument | 1,574 | — | |
| Loss on disposal of subsidiaries | 19 | — | (48,868) |
| Loss on deemed disposal of an associate | 12 | (106,133) | (4,931) |
| Share of results of associates | 12 | (14,404) | 14,556 |
| Profit/(loss) from operations | 5 | 36,738 | (146,834) |
| Finance costs | 6 | (2,656) | (5,221) |
Interim Report 2010
ETERNITY INVESTMENT LIMITED
Condensed Consolidated Income Statement (Continued)
| Six months ended 30 June | |||
|---|---|---|---|
| Notes | 2010 | ||
| HK$'000 | |||
| (Unaudited) | 2009 | ||
| HK$'000 | |||
| (Unaudited) | |||
| Profit/(loss) before taxation | 34,082 | (152,055) | |
| Income tax credit | 7 | 942 | 14,341 |
| Profit/(loss) for the period from continuing operations | 35,024 | (137,714) | |
| Discontinued operations | |||
| Loss for the period from discontinued operations | 20 | — | (5,576) |
| Profit/(loss) for the period | 35,024 | (143,290) | |
| Profit/(loss) attributable to owners of the Company | 35,024 | (143,290) | |
| Interim dividend | 8 | 35,198 | — |
| Earnings/(loss) per share | 9 | ||
| From continuing operations | |||
| — Basic | HK17.16 cents | (HK189.38 cents) | |
| — Diluted | HK17.13 cents | (HK189.38 cents) | |
| From discontinued operations | |||
| Basic and diluted | — | (HK7.67 cents) | |
| From continuing and discontinued operations | |||
| — Basic | HK17.16 cents | (HK197.05 cents) | |
| — Diluted | HK17.13 cents | (HK197.05 cents) |
The accompanying notes form an integral part of these condensed consolidated financial statements.
ETERNITY INVESTMENT LIMITED
Interim Report 2010
Condensed Consolidated Statement of Comprehensive Income
| Six months ended 30 June | ||
|---|---|---|
| 2010 | ||
| HK$'000 | ||
| (Unaudited) | 2009 | |
| HK$'000 | ||
| (Unaudited) | ||
| Profit/(loss) for the period | 35,024 | (143,290) |
| Other comprehensive income | ||
| for the period (after tax and | ||
| reclassification adjustments): | ||
| Exchange differences on translating | ||
| of foreign subsidiaries | — | 424 |
| Share of exchange reserve of | ||
| associate | (83) | 105 |
| (83) | 529 | |
| Total comprehensive income/ | ||
| (loss) for the period | 34,941 | (142,761) |
| Attributable to: | ||
| Owners of the Company | 34,941 | (142,761) |
Interim Report 2010
ETERNITY INVESTMENT LIMITED
Condensed Consolidated Statement of Financial Position
| Notes | At 30 June 2010 HK$'000 (Unaudited) | At 31 December 2009 HK$'000 (Audited) | |
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Property, plant and equipment | 10 | 1,653 | 1,838 |
| Intangible assets | 11 | 334,681 | 339,537 |
| Interests in associates | 12 | 495,975 | 641,908 |
| Promissory note receivable | — | 31,853 | |
| Convertible note receivable | — | 3,670 | |
| Available-for-sale financial assets | 13 | 17,432 | 172 |
| 849,741 | 1,018,978 | ||
| Current assets | |||
| Trade receivables | 14 | 5,108 | 6,022 |
| Deposits, prepayments and other receivables | 31,181 | 1,015 | |
| Loan to an associate | 15 | — | 155,536 |
| Financial assets at fair value through profit or loss | 16 | 10,392 | — |
| Amount due from an associate | 5,103 | 5,103 | |
| Conversion options embedded in convertible note receivable | — | 18,316 | |
| Cash and cash equivalents | 644,282 | 275,802 | |
| 696,066 | 461,794 | ||
| Total assets | 1,545,807 | 1,480,772 | |
| EQUITY | |||
| Capital and reserves attributable to owners of the Company | |||
| Share capital | 17 | 2,296 | 1,881 |
| Reserves | 1,431,021 | 1,369,163 | |
| Total equity | 1,433,317 | 1,371,044 |
ETERNITY INVESTMENT LIMITED
Interim Report 2010
Condensed Consolidated Statement of Financial Position (Continued)
| | At
30 June
2010
HK$'000
(Unaudited) | At
31 December
2009
HK$'000
(Audited) |
| --- | --- | --- |
| LIABILITIES | | |
| Current liabilities | | |
| Derivative financial instrument | 1,665 | — |
| Accruals and other payables | 11,384 | 10,200 |
| Trade deposits received | 477 | 477 |
| Tax payable | 731 | 731 |
| | 14,257 | 11,408 |
| Non-current liabilities | | |
| Convertible note payable | 55,419 | 54,563 |
| Deferred taxation | 42,814 | 43,757 |
| | 98,233 | 98,320 |
| Total liabilities | 112,490 | 109,728 |
| Total equity and liabilities | 1,545,807 | 1,480,772 |
| Net current assets | 681,809 | 450,386 |
| Total assets less current
liabilities | 1,531,550 | 1,469,364 |
The accompanying notes form an integral part of these condensed consolidated financial statements.
Interim Report 2010
ETERNITY INVESTMENT LIMITED
Condensed Consolidated Statement of Changes in Equity
For the six months ended 30 June 2010
Attributable to owners of the Company
| Share capitalHK$'000(Unaudited) | Share premiumHK$'000(Unaudited) | Capital reserveHK$'000(Unaudited) | Contributed surplusHK$'000(Unaudited) | Special reserveHK$'000(Unaudited) | Share-based payment reserveHK$'000(Unaudited) | Convertible notes reserveHK$'000(Unaudited) | Exchange reserveHK$'000(Unaudited) | Retained profitsHK$'000(Unaudited) | TotalHK$'000(Unaudited) | |
|---|---|---|---|---|---|---|---|---|---|---|
| At 1 January 2009 | 1,952 | - | 19,844 | 568,022 | (19,955) | 32,050 | 34,692 | 71,284 | 186,534 | 894,423 |
| Issue of new shares | 9,061 | 78,066 | - | - | - | - | - | - | - | 87,127 |
| Capital reorganisation | ||||||||||
| - capital reduction | (9,912) | - | - | - | - | - | - | - | - | (9,912) |
| - set off accumulated losses against contributed surplus | - | - | - | 9,912 | - | - | - | - | - | 9,912 |
| Release on disposal of subsidiaries | - | - | - | - | 19,955 | - | - | (71,703) | (19,955) | (71,703) |
| Share of reserve of associates | - | - | - | - | - | - | 14,493 | - | - | 14,493 |
| Total comprehensive loss for the period | - | - | - | - | - | - | - | 529 | (143,290) | (142,761) |
| At 30 June 2009 | 1,101 | 78,066 | 19,844 | 577,934 | - | 32,050 | 49,185 | 110 | 23,289 | 781,579 |
| At 1 January 2010 | 1,881 | 114,380 | 19,844 | 568,022 | - | 35,779 | 17,346 | (35) | 613,827 | 1,371,044 |
| Issue of new shares | 264 | 13,729 | - | - | - | - | - | - | - | 13,993 |
| Release on loss of significant influence over an associate | - | - | - | - | - | - | - | 35 | - | 35 |
| Share of reserve of associates | - | - | - | - | - | 1,610 | - | - | - | 1,610 |
| Share-based payment expenses | - | - | - | - | - | 2,310 | - | - | - | 2,310 |
| Exercise of share options | 151 | 11,792 | - | - | - | (2,559) | - | - | - | 9,384 |
| Total comprehensive income for the period | - | - | - | - | - | - | - | (83) | 35,024 | 34,941 |
| At 30 June 2010 | 2,296 | 139,901 | 19,844 | 568,022 | - | 37,140 | 17,346 | (83) | 648,851 | 1,433,317 |
ETERNITY INVESTMENT LIMITED
Interim Report 2010
Condensed Consolidated Statement of Cash Flows
| Six months ended 30 June | ||
|---|---|---|
| 2010 | ||
| HK$'000 | ||
| (Unaudited) | 2009 | |
| HK$'000 | ||
| (Unaudited) | ||
| Net cash generated from operating activities | 5,356 | 366,729 |
| Net cash generated from/(used in) investing activities | 335,847 | (477,173) |
| Net cash generated from financing activities | 27,341 | 62,819 |
| Net increase/(decrease) in cash and cash equivalents | 368,544 | (47,625) |
| Effect on foreign exchange rate | (64) | 424 |
| Cash and cash equivalents at beginning of period | 275,802 | 89,370 |
| Cash and cash equivalents at end of period | 644,282 | 42,169 |
| Analysis of the balances of cash and cash equivalents | ||
| Cash and cash equivalents at end of period | 644,282 | 42,169 |
Interim Report 2010
ETERNITY INVESTMENT LIMITED
10 ETERNITY INVESTMENT LIMITED
Interim Report 2010
Notes to the Condensed Consolidated Financial Statements
For the six months ended 30 June 2010
1. Basis of Preparation
The unaudited condensed consolidated interim financial statements (the "Interim Financial Statements") have been prepared in accordance with Hong Kong Accounting Standard (the "HKAS") 34 "Interim Financial Reporting" issued by Hong Kong Institute of Certified Public Accountants (the "HKICPA") and the applicable disclosure requirements set out in Appendix 16 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
The Interim Financial Statements should be read in conjunction with the annual financial statements of the Group for the year ended 31 December 2009.
The Interim Financial Statements have been prepared on the historical cost basis, except for certain financial instruments, which are measured at fair values.
2. Application of New and Revised Hong Kong Financial Reporting Standards ("HKFRSs")
The accounting policies used in the Interim Financial Statements are consistent with those followed in the preparation of the annual financial statements of the Group for the year ended 31 December 2009.
In the current period, the Group has applied, for the first time, a number of new standards, amendments and interpretations issued by the HKICPA (hereinafter collectively referred to as the "new HKFRSs"), which are effective for the Group's accounting period beginning 1 January 2010.
Standards, amendments or interpretations issued and effective
HKFRSs (Amendments) Amendment to HKFRS 5 as part of improvements to HKFRSs 2008
HKFRSs (Amendments) Annual Improvements to HKFRSs 2009
HKFRS 1 (Revised) First-time Adoption of Hong Kong Financial Reporting Standards
HKFRS 1 (Amendment) Additional Exemptions for First-time Adopters
HKFRS 2 (Amendment) Group Cash-settled Share-based Payment Transactions
HKFRS 3 (Revised) Business Combinations
HKAS 27 (Revised) Consolidated and Separate Financial Statements
HKAS 39 (Amendments) Eligible Hedged Items
HK(IFRIC)-Int 17 Distributions of Non-cash Assets to Owners
Interim Report 2010
ETERNITY INVESTMENT LIMITED 11
Notes to the Condensed Consolidated Financial Statements (Continued)
For the six months ended 30 June 2010
2. Application of New and Revised Hong Kong Financial Reporting Standards ("HKFRSs") (Continued)
Standards, amendments or interpretations issued and effective (Continued)
HKFRS 3 (Revised) "Business Combinations" continues to apply the acquisition method to business combinations but with some significant changes compared with HKFRS 3. For example, all payments to purchase a business are recorded at fair value at the acquisition date, with contingent payments classified as debt subsequently re-measured through the income statement. There is a choice on an acquisition-by-acquisition basis to measure the non-controlling interest in the acquiree either at fair value or at the non-controlling interest's proportionate share of the acquiree's net assets. All acquisition-related costs are expensed.
As the Group has adopted HKFRS 3 (Revised), it is required to adopt HKAS 27 (Revised) "Consolidated and Separated Financial Statements" at the same time. HKAS 27 (Revised) requires the effects of all transactions with non-controlling interests to be recorded in equity if there is no change in control and these transactions with no longer result in goodwill or gains and losses. The standard also specifies the accounting when control is lost. Any remaining interest in the entity is re-measured to fair value, and a gain or loss is recognised in profit or loss.
Save as described above, the new HKFRSs which are effective in this accounting period are not relevant to the Group's operation.
3. Operating Segments
The Group manages its businesses by divisions, which are organised by a mixture of both business lines (products and services) and geography. On first-time adoption HKFRS 8 "Operating Segments" and in a manner consistent with the way in which information is reported internally to the Group's most senior executive management for the purposes of resource allocation and performance assessment, the Group has identified the following four reportable segments. No operating segments have been aggregated to form the following reportable segments:
- distribution segment distributes of films;
- sub-licensing segment sub-licenses of film rights;
- provision of management services segment provides management services to concierge department of gaming promoters appointed by Macau casinos; and
- sales of financial assets segment sells and purchases of financial assets at fair value through profit or loss.
12 ETERNITY INVESTMENT LIMITED
Interim Report 2010
Notes to the Condensed Consolidated Financial Statements (Continued)
For the six months ended 30 June 2010
3. Operating Segments (Continued)
(a) Segment results, assets and liabilities
In accordance with HKFRS 8, segment information disclosed in the Interim Financial Statements have been prepared in a manner consistent with the information used by the Group's most senior executive management for the purposes of assessing segment performance and allocating resources between segments. In this regards, the Group's senior executive management monitors the results, assets and liabilities attributable to each reportable segment on the following bases:
(i) Segment assets include all tangible, intangible assets and current assets with the exception of investments in financial assets, deferred tax assets and other corporate assets. Segment liabilities include trade creditors, accruals and other payables attributable to the manufacturing and sales activities of the individual segments and interest-bearing borrowings managed directly by the segments.
(ii) Revenue and expenses are allocated to the reportable segments with reference to sales generated by those segments and the expenses incurred by those segments or which otherwise arise from the depreciation or amortisation of assets attributable to those segments.
Information regarding the Group's segments as provided to the Group's most senior executive management for the purpose of resource allocation and assessment of segment performance for the period is set out below.
Notes to the Condensed Consolidated Financial Statements (Continued)
For the six months ended 30 June 2010
3. Operating Segments (Continued)
(a) Segment results, assets and liabilities (Continued)
Six months ended 30 June 2010
| Distribution HK$'000 (Unaudited) | Sub-licensing HK$'000 (Unaudited) | Sales of financial assets HK$'000 (Unaudited) | Provision of management services HK$'000 (Unaudited) | Unallocated HK$'000 (Unaudited) | Consolidated HK$'000 (Unaudited) | |
|---|---|---|---|---|---|---|
| Continuing operations Revenue | - | - | (2,132) | 34,916 | - | 32,784 |
| Revenue from external customers | ||||||
| Results | ||||||
| Segment results for reportable segments | - | - | (2,132) | 34,553 | - | 32,421 |
| Other revenue and other income | 6,831 | |||||
| Administrative expenses | (5,673) | |||||
| Finance costs | (2,656) | |||||
| Share of results of associates | (14,404) | |||||
| Profit before taxation and discontinued operations | 16,519 | |||||
| Income tax credit | 942 | |||||
| Profit for the period from continuing operations attributable to owners of the Company | 17,461 | |||||
| Discontinued operations | ||||||
| Loss for the period from discontinued operations attributable to owners of the Company | - | |||||
| Core profit (excluding major non-cash items) | 17,461 | |||||
| Major non-cash items | ||||||
| - Impairment loss recognised in respect of intangible assets | (4,856) | |||||
| - Gain arising on fair value change in conversion options embedded in convertible note receivable | 1,525 | |||||
| - Loss on deemed disposal of an associate | (106,133) | |||||
| - Loss arising on fair value change in financial assets at fair value through profit or loss | (15,136) | |||||
| - Gain arising on early repayment of convertible note receivable and promissory note receivable | 140,589 | |||||
| - Gain arising on fair value change in derivative financial instrument | 1,574 | |||||
| 35,024 | ||||||
| Segment assets | 1,620 | - | 91,325 | 339,789 | 1,113,073 | 1,545,807 |
| Segment liabilities | - | - | - | 31,434 | 81,056 | 112,490 |
Interim Report 2010
ETERNITY INVESTMENT LIMITED
Notes to the Condensed Consolidated Financial Statements (Continued)
For the six months ended 30 June 2010
3. Operating Segments (Continued)
(a) Segment results, assets and liabilities (Continued)
Six months ended 30 June 2009
| | Distribution
HK$'000
(Unaudited) | Sub-licensing
HK$'000
(Unaudited) | Sales of financial assets
HK$'000
(Unaudited) | Provision of management services
HK$'000
(Unaudited) | Unallocated
HK$'000
(Unaudited) | Consolidated
HK$'000
(Unaudited) |
| --- | --- | --- | --- | --- | --- | --- |
| Continuing operations | | | | | | |
| Revenue | | | | | | |
| Revenue from external customers | – | – | – | 28,346 | – | 28,346 |
| Results | | | | | | |
| Segment results for reportable segments | – | – | – | 27,704 | – | 27,704 |
| Other revenue and other income | | | | | | 3,134 |
| Administrative expenses | | | | | | (5,715) |
| Finance costs | | | | | | (5,221) |
| Share of results of associates | | | | | | 14,556 |
| Profit before taxation and discontinued operations | | | | | | 34,458 |
| Income tax credit | | | | | | 14,341 |
| Profit for the period from continuing operations attributable to owners of the Company | | | | | | 48,799 |
| Discontinued operations | | | | | | |
| Loss for the period from discontinued operations attributable to owners of the Company | | | | | | (5,576) |
| Core profit (excluding major non-cash items) | | | | | | 43,223 |
| Major non-cash items | | | | | | |
| – Impairment loss recognised in respect of intangible assets | | | | | | (117,320) |
| – Loss arising on fair value change in conversion options embedded in convertible note receivable | | | | | | (23,144) |
| – Gain arising on fair value change in financial assets at fair value through profit or loss | | | | | | 7,750 |
| – Loss on disposal of subsidiaries | | | | | | (48,868) |
| – Loss on deemed disposal of an associate | | | | | | (4,931) |
| | | | | | | (143,290) |
| Segment assets | – | 16 | 46,672 | 343,609 | 634,681 | 1,024,978 |
| Segment liabilities | – | – | 617 | 35,000 | 163,271 | 198,888 |
14 ETERNITY INVESTMENT LIMITED
Interim Report 2010
Notes to the Condensed Consolidated Financial Statements (Continued)
For the six months ended 30 June 2010
3. Operating Segments (Continued)
(b) Geographical segments — Turnover
| | Continuing operations
Six months ended 30 June | | Discontinued operations
Six months ended 30 June | |
| --- | --- | --- | --- | --- |
| | 2010
HK$'000
(Unaudited) | 2009
HK$'000
(Unaudited) | 2010
HK$'000
(Unaudited) | 2009
HK$'000
(Unaudited) |
| Hong Kong and Macau | 32,784 | 28,346 | — | — |
| The People's Republic of China
(the "PRC") | — | — | — | 3,102 |
| | 32,784 | 28,346 | — | 3,102 |
4. Other Revenue and Other Income
| | Continuing operations
Six months ended 30 June | | Discontinued operations
Six months ended 30 June | | Consolidated
Six months ended 30 June | |
| --- | --- | --- | --- | --- | --- | --- |
| | 2010
HK$'000
(Unaudited) | 2009
HK$'000
(Unaudited) | 2010
HK$'000
(Unaudited) | 2009
HK$'000
(Unaudited) | 2010
HK$'000
(Unaudited) | 2009
HK$'000
(Unaudited) |
| Other revenue | | | | | | |
| Interest income on loan to a related company | — | 1,726 | — | — | — | 1,726 |
| Interest income on bank deposits | 232 | — | — | 465 | 232 | 465 |
| Dividend income | 2,542 | — | — | — | 2,542 | — |
| Sundry income | 10 | — | — | 47 | 10 | 47 |
| | 2,784 | 1,726 | — | 512 | 2,784 | 2,238 |
| Other income | | | | | | |
| Imputed interest income on: | | | | | | |
| — convertible note receivable | 527 | 273 | — | — | 527 | 273 |
| — promissory note receivable | 3,520 | 1,135 | — | — | 3,520 | 1,135 |
| | 4,047 | 1,408 | — | — | 4,047 | 1,408 |
| | 6,831 | 3,134 | — | 512 | 6,831 | 3,646 |
Interim Report 2010
ETERNITY INVESTMENT LIMITED
Notes to the Condensed Consolidated Financial Statements (Continued)
For the six months ended 30 June 2010
5. Profit/(Loss) from Operations
| | Continuing operations
Six months ended 30 June | | Discontinued operations
Six months ended 30 June | | Consolidated
Six months ended 30 June | |
| --- | --- | --- | --- | --- | --- | --- |
| | 2010
HK$'000
(Unaudited) | 2009
HK$'000
(Unaudited) | 2010
HK$'000
(Unaudited) | 2009
HK$'000
(Unaudited) | 2010
HK$'000
(Unaudited) | 2009
HK$'000
(Unaudited) |
| Depreciation of property, plant and equipment | 211 | 256 | – | 1,293 | 211 | 1,549 |
| Share-based payment expenses in respect of consultancy services | 671 | – | – | – | 671 | – |
| Staff costs including directors’ emoluments: | | | | | | |
| – salaries and other allowances | 670 | 3,391 | – | 942 | 670 | 4,333 |
| – contributions to retirement benefits scheme | 18 | 72 | – | – | 18 | 72 |
| – share-based payment expenses | 1,639 | – | – | – | 1,639 | – |
6. Finance Costs
| | Continuing operations
Six months ended 30 June | | Discontinued operations
Six months ended 30 June | | Consolidated
Six months ended 30 June | |
| --- | --- | --- | --- | --- | --- | --- |
| | 2010
HK$'000
(Unaudited) | 2009
HK$'000
(Unaudited) | 2010
HK$'000
(Unaudited) | 2009
HK$'000
(Unaudited) | 2010
HK$'000
(Unaudited) | 2009
HK$'000
(Unaudited) |
| Interest expenses on secured bank loan wholly repayable within five years | – | – | – | 5,678 | – | 5,678 |
| Imputed interest expense on convertible notes payable | 2,656 | 5,221 | – | – | 2,656 | 5,221 |
| | 2,656 | 5,221 | – | 5,678 | 2,656 | 10,899 |
16 ETERNITY INVESTMENT LIMITED
Interim Report 2010
Interim Report 2010
ETERNITY INVESTMENT LIMITED 17
Notes to the Condensed Consolidated Financial Statements (Continued)
For the six months ended 30 June 2010
7. Income Tax Credit/(Expense)
| | Continuing operations
Six months ended 30 June | | Discontinued operations
Six months ended 30 June | | Consolidated
Six months ended 30 June | |
| --- | --- | --- | --- | --- | --- | --- |
| | 2010
HK$'000
(Unaudited) | 2009
HK$'000
(Unaudited) | 2010
HK$'000
(Unaudited) | 2009
HK$'000
(Unaudited) | 2010
HK$'000
(Unaudited) | 2009
HK$'000
(Unaudited) |
| Current tax | - | - | - | - | - | - |
| Deferred taxation | 942 | 14,341 | - | (601) | 942 | 13,740 |
| | 942 | 14,341 | - | (601) | 942 | 13,740 |
No provision for Hong Kong Profits Tax, the PRC Corporate Income Tax or Macau Complementary Profits Tax has been made for the six months ended 30 June 2010 (2009: Nil) since the Group has no estimated assessable profits or its estimated assessable profit is wholly absorbed by the estimated tax losses brought forward.
The deferred tax credit of HK$942,000 (2009: HK$14,341,000) represented the deferred tax credit on impairment loss on intangible assets of HK$801,000 and the reversal of deferred tax on imputed interest expense on convertible note payable of HK$141,000.
8. Interim Dividend
The Board has declared an interim dividend of HK$0.03 (2009: Nil) per share to shareholders whose names appear on the Company's register of members on 15 October 2010. The interim dividend will be paid on 1 November 2010.
If the rights issue as announced by the Company on 28 July 2010 proceeds, the new shares to be issued under the rights issue will also be entitled to the interim dividend. On the basis that a maximum of 879,960,951 new shares are issued under the rights issue, the interim dividend will be amounted to approximately HK$35,198,000.
This dividend was declared after the interim reporting date, and therefore has not been included as a liability in the condensed consolidated statement of financial position.
Notes to the Condensed Consolidated Financial Statements (Continued)
For the six months ended 30 June 2010
9. Earnings/(Loss) Per Share
| Six months ended 30 June | ||
|---|---|---|
| 2010 | ||
| HK$'000 | ||
| (Unaudited) | 2009 | |
| HK$'000 | ||
| (Unaudited) | ||
| Profit/(loss) for the period attributable to owners of the Company | ||
| From continuing operations | 35,024 | (137,714) |
| From discontinued operations | — | (5,576) |
| From continuing and discontinued operations | 35,024 | (143,290) |
| Number of ordinary shares | ||
| --- | --- | --- |
| '000 | '000 | |
| Weighted average number of ordinary shares for the purpose of basic earnings/(loss) per share | 204,155 | 72,720 |
| Effect of dilutive potential ordinary shares: Share options | 268 | — |
| Weighted average number of ordinary shares for the purpose of diluted earnings/(loss) per share | 204,423 | 72,720 |
The calculation of diluted earnings per share for the six months ended 30 June 2010 has not assumed the conversion of the convertible note payable as these potential ordinary shares would have anti-dilutive effect.
18 ETERNITY INVESTMENT LIMITED
Interim Report 2010
Interim Report 2010
ETERNITY INVESTMENT LIMITED 19
Notes to the Condensed Consolidated Financial Statements (Continued)
For the six months ended 30 June 2010
10. Property, Plant and Equipment
| | HK$'000
(Unaudited) |
| --- | --- |
| Cost: | |
| At 1 January 2010 | 6,149 |
| Additions | 26 |
| At 30 June 2010 | 6,175 |
| Accumulated depreciation: | |
| At 1 January 2010 | 4,311 |
| Charge for the period | 211 |
| At 30 June 2010 | 4,522 |
| Net book value: | |
| At 30 June 2010 | 1,653 |
11. Intangible Assets
| | HK$'000
(Unaudited) |
| --- | --- |
| Cost: | |
| At 1 January 2010 and 30 June 2010 | 456,857 |
| Accumulated impairment: | |
| At 1 January 2010 | 117,320 |
| Impairment loss recognised | 4,856 |
| At 30 June 2010 | 122,176 |
| Carrying amounts: | |
| At 30 June 2010 | 334,681 |
The intangible assets represent the carrying amounts of services agreements held by Rich Daily Group Limited ("Rich Daily"). The intangible assets have indefinite useful lives and no amortisation has been made.
20 ETERNITY INVESTMENT LIMITED
Interim Report 2010
Notes to the Condensed Consolidated Financial Statements (Continued)
For the six months ended 30 June 2010
11. Intangible Assets (Continued)
For the six months ended 30 June 2010, the directors of the Company reassessed the recoverable amounts of the services agreements with reference to the valuation performed by Grant Sherman Appraisal Limited, an independent firm of professional valuers, and determined that an impairment loss of approximately HK$4,856,000 should be recognised (2009: HK$117,320,000).
The recoverable amounts of the services agreements were assessed by reference to value-in-use calculation. A discount rate of 19.75% per annum (for the year ended 2009: 19.12% per annum) was applied in the value-in-use model which uses cash flow projections based on financial forecasts approved by the directors of the Company covering a five-year period. There are a number of assumptions and estimates involved for the preparation of the cash flow projections for the period covered by the forecast. Key assumptions include gross margin and growth rate which are determined by the management of the Group based on its expectation for market development. The discount rate used is pre-tax and reflects specific risks relating to the industry.
12. Interests in Associates
| | HK$'000
(Unaudited) |
| --- | --- |
| At 1 January 2010 | 641,908 |
| Loss on deemed disposal of an associate (Note i and iii) | (106,133) |
| Share of exchange reserve of associate | (83) |
| Reclassification to financial assets at fair value through profit or loss (Note ii) | (26,958) |
| Release of foreign exchange reserve | 35 |
| Share of share options reserve of an associate | 1,610 |
| Share of post-acquisition results | (14,404) |
| At 30 June 2010 | 495,975 |
| Market value of listed shares: | |
| At 30 June 2010 | 81,600 |
Interim Report 2010
ETERNITY INVESTMENT LIMITED 21
Notes to the Condensed Consolidated Financial Statements (Continued)
For the six months ended 30 June 2010
12. Interests in Associates (Continued)
Notes:
(i) On 13 January 2010, China Star Entertainment Limited (“CSEL”) issued 52,790,000 new shares upon exercise of share options which caused a dilution on the Group’s interest in CSEL from 29.61% to 28.94%. As a result, the Group recorded a loss on deemed disposal of an associate of approximately HK$10,790,000. The directors of the Company consider that the Group has retained significant influence over CSEL.
(ii) On 21 January 2010, Mr. Heung Wah Keung, a then director of the Company, resigned as an executive director of China Star Film Group Limited (“CSFGL”). As a result, CSFGL operates without regard to the views of the Group. Accordingly, the directors of the Company have considered that the Group had lost its significant influence over CSFGL since then and have reclassified the Group’s interests in CSFGL as a financial assets at fair value through profit or loss since the date of loss of significant influence. The Group’s share of loss of associate of approximately HK$543,000 (2009: Nil) is included in the condensed consolidated income statement until that date.
(iii) On 11 February 2010, CSEL issued 540,000,000 new shares pursuant to a private placement which caused a dilution on the Group’s interest in CSEL from 28.94% to 23.54%. As a result, the Group recorded a loss on deemed disposal of an associate of approximately HK$95,343,000. The directors of the Company consider that the Group has retained significant influence over CSEL.
22 ETERNITY INVESTMENT LIMITED
Interim Report 2010
Notes to the Condensed Consolidated Financial Statements (Continued)
For the six months ended 30 June 2010
13. Available-for-sale Financial Assets
| | At
30 June
2010
HK$'000
(Unaudited) | At
31 December
2009
HK$'000
(Audited) |
| --- | --- | --- |
| Unlisted equity securities (Note) | 17,260 | — |
| Club debenture | 172 | 172 |
| | 17,432 | 172 |
Note:
Pursuant to the conditional sale and purchase agreement entered into between Riche (BVI) Limited ("Riche"), a wholly-owned subsidiary of the Company and Mr. Man Kong Yiu (the "Vendor") on 31 March 2010, the Group acquired 6,750,000 ordinary shares (the "Sales Shares") in Hantec Holdings Investment Limited at a consideration of HK$18,000,000, which was satisfied by issuing 26,420,000 ordinary shares of the Company credited as fully paid to the Vendor. The conditional sale and purchase agreement was completed on 16 April 2010.
Pursuant to the conditional sale and purchase agreement, the Vendor has irrevocably warranted and guaranteed to the Group that the dividend payouts to the Group in respect of the Sales Shares for (i) the period commencing from the date of completion of the acquisition to 30 June 2010 (the "1st Relevant Period") shall be no less than the amount equivalent to HK$1,800,000 per annum in proportion to the number of days during the 1st Relevant Period (calculated based on 365 days per annum); (ii) for the year ending 30 June 2011 shall be no less than HK$1,800,000 (the "2nd Relevant Period"); and (iii) for the year ending 30 June 2012 shall be no less than HK$1,800,000 (the "3rd Relevant Period"). If the dividend payouts to the Group in respect of the Sales Shares for any of the 1st Relevant Period, the 2nd Relevant Period and/or the 3rd Relevant Period are less than the amounts as stated above, the Vendor shall pay to the Group the shortfall on dollar-to-dollar basis in cash.
Interim Report 2010
ETERNITY INVESTMENT LIMITED 23
Notes to the Condensed Consolidated Financial Statements (Continued)
For the six months ended 30 June 2010
14. Trade Receivables
The following is an aged analysis of trade receivables net of impairment loss at the reporting date:
| At 30 June 2010 HK$'000 (Unaudited) | At 31 December 2009 HK$'000 (Audited) | |
|---|---|---|
| 0 — 30 days | 5,108 | 6,022 |
| 31 — 60 days | — | — |
| 61 — 90 days | — | — |
| Over 90 days | — | — |
| 5,108 | 6,022 |
The Group allows an average credit period of 30 days to its customers. The carrying amounts of trade receivables approximate to their fair values.
15. Loan to an Associate
| At 30 June 2010 HK$'000 (Unaudited) | At 31 December 2009 HK$'000 (Audited) | |
|---|---|---|
| 上海昇平文化發展有限公司 ("Shanghai Shengping") | — | 155,536 |
Pursuant to the conditional sale and purchase agreement dated 26 November 2008 relating to the disposal of the Group's interests in the entire issued share capital of Shinhan-Golden Faith International Development Limited ("Shinhan-Golden") and World East Investments Limited ("World East") together with the loans due by each of them to the Group, the loan made to Shanghai Shengping by the Group was not settled immediately on 8 April 2009, being the date of completion of the disposal, and CSFGL has provided a guarantee to the Group for a term of maximum of three financial years ending 31 December 2011 to secure the repayment. If any part of the loan has not been settled on the day falling on the fifth anniversary of the date of completion, CSFGL will issue a convertible note to settle the outstanding balance of the loan.
During the period, Shanghai Shengping fully repaid the loan.
The loan to Shanghai Shengping is secured by a guarantee given by CSFGL, interest-free and has no fixed terms of repayment.
Notes to the Condensed Consolidated Financial Statements (Continued)
For the six months ended 30 June 2010
16. Financial Assets at Fair Value through Profit or Loss
| | At 30 June 2010
HK$'000
(Unaudited) | At 31 December 2009
HK$'000
(Audited) |
| --- | --- | --- |
| Investments held-for-trading: | | |
| Listed equity securities
— Hong Kong, at fair value | 7,400 | — |
| Listed derivatives
— Hong Kong, at fair value (Note) | 2,992 | — |
| | 10,392 | — |
Note:
During the period, 136,000,000 warrants were issued to the Group pursuant to the bonus issue of warrants by CSEL to its shareholders on the basis of one warrant for every five existing shares held on 8 June 2010.
17. Share Capital
| Number of ordinary shares '000 | Share capital HK$'000 | |
|---|---|---|
| Ordinary shares of HK$0.01 each (2009: HK$0.01 each) | ||
| Authorised: | ||
| At 1 January 2010 and 30 June 2010 | 2,000,000 | 20,000 |
| Issued and fully paid: | ||
| At 1 January 2010 | 188,128 | 1,881 |
| Issue of new shares (Note i) | 26,420 | 264 |
| Exercise of share options | ||
| (Note ii, iii, iv, v and vi) | 15,060 | 151 |
| At 30 June 2010 | 229,608 | 2,296 |
ETERNITY INVESTMENT LIMITED
Interim Report 2010
Interim Report 2010
ETERNITY INVESTMENT LIMITED 25
Notes to the Condensed Consolidated Financial Statements (Continued)
For the six months ended 30 June 2010
17. Share Capital (Continued)
Notes:
(i) On 16 April 2010, the Company allotted and issued 26,420,000 new ordinary shares of HK$0.01 each credited as fully paid to the Vendor for settling the consideration of HK$18,000,000 for acquiring the Sale Shares.
(ii) On 29 April 2010, the Company allotted and issued 5,680,000 new ordinary shares of HK$0.01 each pursuant to the exercise of share options granted to the directors and the employees and consultants of the Group. The exercise price was HK$0.64 per share.
(iii) On 29 April 2010, the Company allotted and issued 5,830,000 new ordinary shares of HK$0.01 each pursuant to the exercise of share options granted to the directors and the employees and consultants of the Group. The exercise price was HK$0.60 per share.
(iv) On 5 May 2010, the Company allotted and issued 1,600,000 new ordinary shares of HK$0.01 each pursuant to the exercise of share options granted to the employees of the Group. The exercise price was HK$0.64 per share.
(v) On 5 May 2010, the Company allotted and issued 990,000 new ordinary shares of HK$0.01 each pursuant to the exercise of share options granted to the consultants of the Group. The exercise price was HK$0.60 per share.
(vi) On 10 June 2010, the Company allotted and issued 960,000 new ordinary shares of HK$0.01 each pursuant to the exercise of share options granted to an employee of the Group. The exercise price was HK$0.66 per share.
18. Convertible Note Payable
| | HK$'000
(Unaudited) |
| --- | --- |
| At 1 January 2010 | 54,563 |
| Imputed interest expense for the period | 2,656 |
| Interest paid | (1,800) |
| At 30 June 2010 | 55,419 |
The convertible note is unsecured, interest bearing at 5% per annum and maturing on 28 August 2018. Subsequent to 30 June 2010, the Group has redeemed the convertible note payable (Note 23 (c)).
26 ETERNITY INVESTMENT LIMITED
Interim Report 2010
Notes to the Condensed Consolidated Financial Statements (Continued)
For the six months ended 30 June 2010
19. Disposal of Subsidiaries
On 8 April 2009, the Company disposed of 100% interests in Shinhan-Golden and World East to CSFGL at an aggregate consideration of HK$120,564,000 (at fair value) which was satisfied by cash of HK$6,847,000, the convertible note receivable with a fair value of HK$85,647,000, the promissory note receivable with a fair value of HK$25,952,000 and 11,769,194 new ordinary shares in CSFGL with a fair value of HK$2,118,000.
The net assets of Shinhan-Golden and World East at the date of disposal were as follows:
| HK$'000 | |
|---|---|
| Property, plant and equipment | 20,130 |
| Investment properties | 920,564 |
| Inventories | 28,969 |
| Trade receivables | 184 |
| Deposits, prepayments and other receivables | 6,660 |
| Cash and cash equivalents | 51,434 |
| Amount due to ultimate holding company | (375,536) |
| Accruals and other payables | (13,469) |
| Receipts in advance | (39,644) |
| Secured bank loans | (302,794) |
| Deferred taxation | (55,363) |
| Translation reserve | (71,703) |
| Net assets disposed of | 169,432 |
| Loss on disposal | (48,868) |
| Total consideration | 120,564 |
| Satisfied by: | |
| Cash | 6,847 |
| Fair value of shares in CSFGL | 2,118 |
| Fair value of promissory note receivable | 25,952 |
| Fair value of convertible note receivable | 85,647 |
| 120,564 | |
| Net cash outflow arising from the disposal: | |
| Cash consideration received | 6,847 |
| Less: Cash and bank balances disposed | (51,434) |
| (44,587) |
During the six months ended 30 June 2009, the above subsidiaries were engaged in investment holding and had contributed turnover of HK$3,102,000 and loss of HK$5,576,000 to the Group.
Interim Report 2010
ETERNITY INVESTMENT LIMITED 27
Notes to the Condensed Consolidated Financial Statements (Continued)
For the six months ended 30 June 2010
20. Results of Discontinued Operations
| Six months ended 30 June | ||
|---|---|---|
| 2010 | ||
| HK$'000 | ||
| (Unaudited) | 2009 | |
| HK$'000 | ||
| (Unaudited) | ||
| Turnover | — | 3,102 |
| Cost of sales | — | (1,652) |
| Gross profit | — | 1,450 |
| Other revenue and other income | — | 512 |
| Administrative expenses | — | (3,261) |
| Gain arising on fair value change in investment properties | — | 2,002 |
| Profit from discontinued operations | — | 703 |
| Finance costs | — | (5,678) |
| Loss before taxation from discontinued operations | — | (4,975) |
| Taxation | — | (601) |
| Loss for the period from discontinued operations | — | (5,576) |
21. Lease Commitments
As lessee
At 30 June 2010, the Group had commitments for future minimum lease payments under non-cancellable operating leases in respect of rented premises which fall due as follows:
| | At 30 June 2010
HK$'000
(Unaudited) | At 31 December 2009
HK$'000
(Audited) |
| --- | --- | --- |
| Within one year | 2,674 | 1,836 |
| In the second to fifth year inclusive | 11,992 | 1,703 |
| | 14,666 | 3,539 |
Operating lease payments represented rentals payable by the Group for its office premises. Leases are mainly negotiated for an average term of two years and rentals are fixed for an average of two years.
Notes to the Condensed Consolidated Financial Statements (Continued)
For the six months ended 30 June 2010
22. Material Related Party Transactions
Save as disclosed elsewhere in the Interim Financial Statements, during the period, the Group had entered into the following material related party transactions:
(a) During the period, the Group had the following material transactions with related parties which are carried out on normal commercial terms and in the ordinary course of the Group's business:
| Name of company | Nature of transactions | Six months ended 30 June | |
|---|---|---|---|
| 2010 | |||
| HK$'000 | |||
| (Unaudited) | 2009 | ||
| HK$'000 | |||
| (Unaudited) | |||
| CSEL | Paid or payable to: | ||
| – salaries | – | 500 | |
| – loan advanced by the Group | – | 200,000 | |
| Shanghai Shengping | – loan advanced by the Group | – | 375,563 |
| CSEL | Received or receivable from: | ||
| – interest income on loan advanced | – | 1,726 | |
| Shanghai Shengping | – loan repaid to the Group | 155,536 | 120,000 |
| CSFGL | – dividend income | 2,542 | – |
| – convertible note repaid to the Group | 100,000 | – | |
| – promissory note repaid to the Group | 100,000 | – |
ETERNITY INVESTMENT LIMITED
Interim Report 2010
Interim Report 2010
ETERNITY INVESTMENT LIMITED 29
Notes to the Condensed Consolidated Financial Statements (Continued)
For the six months ended 30 June 2010
22. Material Related Party Transactions (Continued)
(b) Compensation for key management personnel
Remuneration for key management personnel, including amounts paid to the Company's directors and certain of the highest paid employees, is as follows:
| Six months ended 30 June | ||
|---|---|---|
| 2010 | ||
| HK$'000 | ||
| (Unaudited) | 2009 | |
| HK$'000 | ||
| (Unaudited) | ||
| Salaries and allowances | 230 | 1,892 |
| Contribution to retirement benefits scheme | 3 | 12 |
| Share-based payment expenses | 168 | — |
23. Events after the Reporting Period
Subsequent to 30 June 2010 and up to the date of the Interim Financial Statements, the Company had entered into the following transactions:
(a) On 21 July 2010, Riche, Campbell Shillinglaw & Partners (Vietnam) Limited ("Campbell") and Victory Peace Holdings Limited entered into the joint venture agreement, pursuant to which Riche and Campbell have conditionally agreed to set up a joint venture company, namely Victory Peace Holdings Limited ("Victory Peace"), to engage in the business of conducting, development and investing into real estate and related projects in Vietnam. Victory Peace will be held as to 90.1% by Riche and 9.9% by Campbell. Pursuant to the joint venture agreement, the financing requirement of Victory Peace shall be solely borne by Riche.
On 21 July 2010, the Company and Victory Peace entered into the facility agreement, pursuant to which the Company has conditionally agreed to grant a revolving credit facility of HK$700,000,000 to Victory Peace to proceed with its business of conducting, development and investing into real estate and related projects in Vietnam.
The formation of Victory Peace and the granting of facility to Victory Peace are subject to shareholders' approval at the special general meeting of the Company to be held on 3 September 2010. Details of these are set out in the Company's circular dated 16 August 2010.
(b) On 23 July 2010, the Company allotted and issued 45,920,000 new ordinary shares of HK$0.01 each at a price of HK$0.55 per share by way of placing of new shares under general mandate. Net proceeds of approximately HK$24,900,000 was raised and intended to be used for general working capital of the Group.
30 ETERNITY INVESTMENT LIMITED
Interim Report 2010
Notes to the Condensed Consolidated Financial Statements (Continued)
For the six months ended 30 June 2010
23. Events after the Reporting Period (Continued)
(c) On 26 July 2010, the Company redeemed the convertible note of HK$72,000,000 payable to Well Will Investment Limited before the maturity date.
(d) On 28 July 2010, the Company proposed to raise approximately HK$330,630,000 to HK$351,980,000, before expenses, by issuing not less than 826,584,147 new ordinary shares and not more than 879,960,951 new ordinary shares of HK$0.01 each to qualifying shareholders by way of rights issue at a subscription price of HK$0.40 per share on the basis of three new ordinary shares for every one existing ordinary share held on 3 September 2010.
On 28 July 2010, the Company entered into the underwriting agreement with Kingston Securities Limited as underwriter relating to the underwriting arrangement in respect of the rights issue.
The rights issue is subject to, among other things, shareholders' approval (other than the directors and the chief executive of the Company and their respective associates) at the special general meeting of the Company to be held on 3 September 2010. Details of these are set out in the Company's circular dated 20 August 2010.
(e) On 11 August 2010, CSEL allotted and issued 1,444,643,184 new shares pursuant to the rights issue proposed on 8 July 2010. The Group's shareholding interest in CSEL was diluted from 23.54% to 15.69% and ceased to have significant influence over CSEL. Accordingly, the Group discontinued to account for CSEL under equity method of accounting and has accounted for its interest in CSEL as a financial asset in accordance with HKAS 39 "Financial Instruments: Recognition and Measurement".
(f) On 24 August 2010, the Company announced that the joint venture agreement dated 24 June 2010 between the Group and Yiu Hing International Limited ("Yiu Hing") in relation to the joint venture in organic agricultural business in the Mainland China was ceased and determined, as the joint venture company cannot obtain the land use right within 60 days from 24 June 2010, being the date of the joint venture agreement. The capital contribution of HK$30,000,000 made by the Group was returned to the Group and Yiu Hing paid a compensation of HK$1,500,000 to the Group on that date.
24. Approval of Interim Financial Statements
The Interim Financial Statements were approved and authorised for issue by the Board on 30 August 2010.
Interim Report 2010
ETERNITY INVESTMENT LIMITED 31
HLB
國術會計師事務所
Hodgson Impey Cheng
31st Floor
Gloucester Tower
The Landmark
11 Pedder Street
Central
Hong Kong
Chartered Accountants
Certified Public Accountants
INDEPENDENT REVIEW REPORT
TO THE BOARD OF DIRECTORS OF
ETERNITY INVESTMENT LIMITED
(Formerly known as China Star Investment Holdings Limited)
(Incorporated in Bermuda with limited liability)
Introduction
We have reviewed the interim financial information set out on pages 3 to 30, which comprise the condensed consolidated statement of financial position of Eternity Investment Limited and its subsidiaries as of 30 June 2010 and the related condensed consolidated income statement, condensed consolidated statement of comprehensive income, condensed consolidated statement of changes in equity and condensed consolidated statement of cash flows for the six months period then ended, and certain explanatory notes. The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited require the preparation of a report on interim financial information to be in compliance with the relevant provisions thereof and Hong Kong Accounting Standards ("HKAS") 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants. The directors are responsible for the preparation and presentation of this financial information in accordance with HKAS 34. Our responsibility is to express a conclusion on this financial information based on our review and to report our conclusion solely to you, as a body in accordance with our agreed terms of engagements, and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report.
32 ETERNITY INVESTMENT LIMITED
Interim Report 2010
Scope of Review
We conducted our review in accordance with Hong Kong Standard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Hong Kong Institute of Certified Public Accountants. A review of interim condensed consolidated financial statements consists of making inquires, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Hong Kong Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the interim financial information is not prepared, in all material respects, in accordance with HKAS 34 "Interim Financial Reporting".
HLB Hodgson Impey Cheng
Chartered Accountants
Certified Public Accountants
Hong Kong, 30 August 2010
MANAGEMENT DISCUSSION AND ANALYSIS
Financial Review
Review of continuing operations
During the six months ended 30 June 2010, the Group recorded a revenue of HK$32,784,000, a 15.66% increase from HK$28,346,000 for the same period of the previous year. The increase was attributable to the increase in service fee income generated from provision of management services business. Of the total turnover amount, HK$34,916,000 was generated from provision of management services, which was partly offset by a loss of HK$2,132,000 from sale of financial assets recorded in turnover on a "net basis". Profit for the six months ended 30 June 2010 amounted to HK$35,024,000, whereas the Group recorded a loss of HK$143,290,000 for the correspondence period in 2009. The turnaround in the Group's performance was mainly attributable to the recognition of a gain arising on early repayment of convertible note receivable and promissory note receivable of HK$140,589,000, which was partly offset by a loss on deemed disposal of an associate of HK$106,133,000.
Cost of sales for the six months ended 30 June 2010 amounted to HK$363,000, which was wholly related to provision of management services. Based on the turnover of HK$34,916,000, the gross profit margin for provision of management services was 98.96%.
Other revenue and other income increased by 117.96% from HK$3,134,000 in the six months ended 30 June 2009 to HK$6,831,000 in the six months ended 30 June 2010. The increase was mainly attributable to the receipt of a special dividend of HK$2,542,000 distributed by China Star Film Group Limited ("China Star Film") and the full half-year effect of the imputed interest income on convertible note receivable and promissory note receivable as they were issued in April 2009.
Administrative expenses (before depreciation) amounted to HK$5,462,000 for the six months ended 30 June 2010, a slight increase from HK$5,459,000 for the same period of the previous year. The slight increase was mainly attributable to share-based payment expenses of HK$2,310,000, which was almost entirely offset by the decrease in overheads resulted from improving the Group's cost structure for a challenging economic environment.
In light of the non-achievement of the service fee income guarantee for the 12-month ended 30 June 2010, the directors reassessed the recoverable amounts of management services agreements held by the Group with reference to the valuations performed by an independent firm of professional valuers and recognised an impairment loss on intangible assets of HK$4,856,000.
Interim Report 2010
ETERNITY INVESTMENT LIMITED
MANAGEMENT DISCUSSION AND ANALYSIS (Continued)
Financial Review (Continued)
Review of continuing operations (Continued)
On 21 January 2010, the Group ceased to have significant influence over China Star Film, a then listed associate, and discontinued the use of the equity method. Instead, the Group accounted for its investment in China Star Film as financial asset at fair value through profit or loss. As a result, a loss arising on fair value change in financial assets at fair value through profit or loss of HK$21,028,000 was recognised, which was partly offset by a gain arising on fair value change in financial assets at fair value through profit or loss of HK$892,000 as discussed below.
During the six months 30 June 2010, the Group recognised a gain arising on fair value change in financial assets at fair value through profit or loss of HK$5,892,000, representing a gain of HK$2,900,000 arising from revaluating the Group's Hong Kong equities at market prices and a gain of HK$2,992,000 arising from the bonus issue of warrants by China Star Entertainment Limited ("China Star Entertainment"), a listed associate.
During the six months ended 30 June 2010, the Group recognised a gain arising on change in fair value in respect of conversion options embedded in the convertible note receivable from China Star Film of HK$1,525,000.
In May 2010, the convertible note receivable of HK$100,000,000 and the promissory note receivable of HK$100,000,000 were repaid by China Star Film before their maturity. Accordingly, a gain arising on early repayment of convertible note receivable and promissory note receivable of HK$140,589,000 was recognised.
As the Group acquired 6,750,000 shares (the "Hantec Sales Shares") in Hantec Holdings Investment Limited ("Hantec"), representing 4.5% of the entire issued share capital of Hantec, from Mr. Man Kong Yui at a consideration of HK$18,000,000 and granted a call option to Mr. Man to acquire the Hantec Sale Shares from the Group at a consideration of HK$21,600,000, the Group recognised a gain arising on fair value change in derivative financial instrument of HK$1,574,000.
During the six months ended 30 June 2010, the Group recognised a loss on deemed disposal of an associate of HK$106,133,000 as China Star Entertainment issued 592,790,000 new shares causing a dilution of the Group's shareholding interest in it.
34 ETERNITY INVESTMENT LIMITED
Interim Report 2010
Interim Report 2010
ETERNITY INVESTMENT LIMITED 35
MANAGEMENT DISCUSSION AND ANALYSIS (Continued)
Financial Review (Continued)
Review of continuing operations (Continued)
During the six months ended 30 June 2010, China Star Film and China Star Entertainment contributed a loss of HK$543,000 and a loss of HK$13,861,000 to the Group respectively.
Finance costs decreased from HK$5,221,000 in the six months ended 30 June 2009 to HK$2,656,000 in the six months ended 30 June 2010. The decrease was due to the deduction of convertible note payable of HK$72,000,000 in adjusting the consideration for acquiring the provision of management services business in July 2009.
The Group recorded an income tax credit of HK$942,000 which represented the deferred tax credit on impairment loss on intangible assets of HK$801,000 and the reversal of deferred tax on imputed interest expense on convertible note payable of HK$141,000.
Liquidity and financial resources
During the six months ended 30 June 2010, the Group mainly funded its operations through a combination of cash generated from operations, equity attributable to owners of the Company, convertible note payable and issue of new shares. Equity attributable to owners of the Company increased from HK$1,371,044,000 at 31 December 2009 to HK$1,433,317,000 at 30 June 2010.
At 30 June 2010, the cash and cash equivalents of the Group amounted to HK$644,282,000 (31 December 2009: HK$275,802,000). The increase was mainly attributable to the repayment of loan of HK$155,536,000 by 上海昇平文化發展有限公司 ("Shanghai Shengping") and the early repayment of convertible note receivable of HK$100,000,000 and promissory note receivable of HK$100,000,000 by China Star Film.
At 30 June 2010, the total borrowings of the Group amounted to HK$55,419,000 (31 December 2009: HK$54,563,000), representing the liability component of a convertible note payable of HK$72,000,000 which is unsecured, interest bearing at 5% per annum and maturing on 28 August 2018. The gearing ratio calculated as a percentage of total borrowings over equity attributable to owners of the Company was 3.87% (31 December 2009: 3.98%).
MANAGEMENT DISCUSSION AND ANALYSIS (Continued)
Financial Review (Continued)
Net current assets and current ratio
At 30 June 2010, the Group's net current assets and current ratio were HK$681,809,000 (31 December 2009: HK$450,386,000) and 48.82 (31 December 2009: 40.48), respectively.
Capital structure
During the six months ended 30 June 2010, the capital structure of the Company had the following changes:
(a) On 16 April 2010, the Company issued 26,420,000 new shares credited as fully paid to Mr. Man Kong Yui for settling the consideration for acquiring the Hantec Sale Shares.
(b) On 29 April 2010, the Company issued 5,680,000 new shares at a price of HK$0.64 per share and 5,830,000 new shares at a price of HK$0.60 per share pursuant to the exercise of share options granted to the directors and the Group's employees and consultants.
(c) On 5 May 2010, the Company issued 990,000 new shares at a price of HK$0.60 per share and 1,600,000 new shares at a price of HK$0.64 per share pursuant to the exercise of share options granted to the Group's employees and consultants.
(d) On 10 June 2010, the Company issued 960,000 new shares at a price of HK$0.66 per share pursuant to the exercise of share options granted to an employee of the Group.
ETERNITY INVESTMENT LIMITED
Interim Report 2010
Interim Report 2010
ETERNITY INVESTMENT LIMITED 37
MANAGEMENT DISCUSSION AND ANALYSIS (Continued)
Financial Review (Continued)
Material acquisitions
During the six months ended 30 June 2010, the Group had the following material acquisitions:
(a) On 31 March 2010, the Group entered into the conditional sale and purchase agreement with Mr. Man Kong Yui, pursuant to which the Group has conditionally agreed to acquire the Hantec Sale Shares from Mr. Man for a consideration of HK$18,000,000. The consideration would be settled by the Company issuing 26,420,000 new shares credited as fully paid to Mr. Man upon completion.
Pursuant to the conditional sale and purchase agreement, the Group has agreed to grant the call option to Mr. Man to acquire the Hantec Sale Shares from the Group for a consideration of HK$21,600,000 within one year from the date of completion.
The acquisition of the Hantec Sale Shares was completed on 16 April 2010.
(b) On 24 June 2010, the Group and Yiu Hing International Limited ("Yiu Hing") entered into the joint venture agreement relating to the formation of a joint venture company engaged in organic agricultural business in Mainland China. The joint venture company is owned as to 50% by the Group and as to 50% by Yiu Hing. The total capital contribution of the joint venture is HK$60,000,000. Each of the Group and Yiu Hing shall contribute HK$30,000,000 in cash.
MANAGEMENT DISCUSSION AND ANALYSIS (Continued)
Financial Review (Continued)
Material disposals
During the six months ended 30 June 2010, the Group had the following material disposals:
(a) On 21 January 2010, the Group ceased to have significant influence over China Star Film as Mr. Heung Wah Keung, a then director of the Company, resigned as a director of China Star Film on that date. The Group discontinued to account for its interest in China Star Film under equity method of accounting. Instead, it has been accounted for financial asset in accordance with HKAS 39 "Financial Instruments: Recognition and Measurement".
(b) In the first quarter of 2010, China Star Entertainment issued 592,790,000 new shares pursuant to the exercise of share options and the subscription of new shares by an independent third party, which caused the Group's interest in China Star Entertainment diluted from 29.61% to 23.54%. The Group was deemed to dispose of 6.07% shareholding interest in China Star Entertainment.
Loan to Shanghai Shengping
In May 2010, Shanghai Shengping fully repaid the loan of HK$155,536,000.
The loan is secured by a corporate guarantee given by China Star Film, interest-free and has no fixed terms of repayment.
Pledge of assets
At 30 June 2010, no assets of the Group were pledged.
Commitments
At 30 June 2010, the Group had no material commitments.
Exchange risk and hedging
During the six months ended 30 June 2010, the majority of the Group's transactions, assets and liabilities are denominated in Hong Kong dollars. Accordingly, no financial instruments for hedging purposes have been used by the Group.
ETERNITY INVESTMENT LIMITED
Interim Report 2010
Interim Report 2010
ETERNITY INVESTMENT LIMITED 39
MANAGEMENT DISCUSSION AND ANALYSIS (Continued)
Financial Review (Continued)
Contingent liabilities
At 30 June 2010, the Group had no material contingent liabilities.
Employees and remuneration policy
At 30 June 2010, the headcount of the Group was 9 (2009: 20). Staff costs (including directors' remuneration) amounted to HK$2,327,000 (2009: HK$3,463,000 for continuing operations; HK$942,000 for discontinued operations). In addition to basic salaries, provident fund and discretionary bonus, staff benefits include medical scheme and share options.
Operations Review
During the six months ended 30 June 2010, no revenue was generated from the Group's film distribution business as the Group was not able to secure quality films at reasonable prices for distribution.
Due to Europe's sovereign debt issues and Mainland China's selective tightening policy, equity markets were volatile in the second quarter of 2010. The Group has started to rebuild its stocks portfolio by investing HK$4,500,000 in Hong Kong equities. As the Group has ceased to have significant influence over China Star Film in January 2010, the Group disposed of its entire shareholding interest in China Star Film on market in May 2010.
During the six months ended 30 June 2010, the Group's provision of management services business generated services fee income amounted to HK$34,916,000, a 23% increase as compared to the same period of the previous year. The increase was mainly due to a strong growth in Macau VIP gaming revenue in the first half of 2010. The directors believe that Mainland China's economic growth, coupled with a lending boom, has fueled the boom in Macau VIP gaming revenue. On acquisition of Rich Daily Group Limited ("Rich Daily"), the vendor has irrevocably and unconditionally guaranteed to the Group that the service fee income of Rich Daily for the 12-month ended 30 June 2010 shall not be less than HK$72,000,000. However, the actual service fee income of Rich Daily for the 12-month ended 30 June 2010 was HK$67,061,739. In July 2010, the vendor has settled the shortfall of HK$4,938,261 in accordance with the acquisition agreement.
MANAGEMENT DISCUSSION AND ANALYSIS (Continued)
Operations Review (Continued)
With a view to improve profitability and diversify revenue sources, the Group has made the following two investments during the six months ended 30 June 2010:
(a) The Group acquired the Hantec Sale Shares at a consideration of HK$18,000,000. Pursuant to the conditional sale and purchase agreement, Mr. Man has given a dividend guarantee for not less than HK$1,800,000 per annum for the period 16 April 2010, being the date of completion of the acquisition, to 30 June 2012. The directors believe that the investment in Hantec provides a short-term static income flow to the Group.
On 17 May 2010, the Group was notified by Hantec that the registration of the transfer of the Hantec Sale Shares had been declined pursuant to the articles of association of Hantec. On 20 May 2010, a trust deed has been executed by Mr. Man as trustee in favour of the Group as beneficiary, pursuant to which Mr. Man has agreed to act as nominee for the Group in respect of the Hantec Sale Shares and to hold the Hantec Sale Shares on trust for the Group. On the same date, Mr. Man has also given an undertaking in favour of the Group that he shall procure the registration of transfer of the Hantec Sale Shares within six months from the date of the undertaking and, if he fails to procure the registration within the prescribed time, to exercise the call option to acquire the Hantec Sale Shares from the Group at HK$21,600,000.
(b) The Group entered into a joint venture agreement with Yiu Hing relating to the formation of a joint venture company in June 2010. The joint venture company is engaged in organic agricultural business, which involves obtaining a land use right of 5,000 hectares in Dingnan County, Ganzhou, Jiangxi Province, Mainland China for growing and sale of organic vegetables. No contribution was made from the joint venture company in the six months ended 30 June 2010 as it has not yet commenced its operations.
Future Prospects
While the global recession may technically be over, equity markets are likely to stay volatile at least a period of time. The directors continue to see market weakness as an opportunity to the Group for building a sustainable growth portfolio. The Group will continue to adopt a prudence approach in investing equities to enhance the returns to its shareholders.
40 ETERNITY INVESTMENT LIMITED
Interim Report 2010
MANAGEMENT DISCUSSION AND ANALYSIS (Continued)
Future Prospects (Continued)
Despite the fact that the Macau gaming revenue had a 67% growth in the first half of 2010, the directors believe that the grow in gaming revenue will be smoother in the second half of 2010 as there is a sign of slowdown on Mainland China's economy. The directors expect that the overall performance of the Group's provision of management services business will report a moderate growth in 2010.
Following the 2008 financial crisis, investors are allocating their wealth from equities and structured products to real estate assets as they believe real estate assets provide not only a stable rental income flow in the short run, but also an opportunity for capital gain in the long run. Real estate assets are also effective against inflation. In July 2010, the Group has entered into a joint venture agreement with a Vietnam construction consultancy firm for setting up a joint venture company engaged in the business of property investment/development in Vietnam, a fast growing market in ASEAN, in order to improve its profitability and diversify its revenue sources. The Group remains active in identifying potential investment targets and expanding new business activities for distributing constant real returns to the Company's shareholders.
Events after the Reporting Period
Subsequent to 30 June 2010 and up to the date of this interim report, the Group had the following material events:
(a) On 12 July 2010, the Company entered into the placing agreement with Kingston Securities Limited, pursuant to which the Company has conditionally agreed to place, through Kingston Securities Limited on a best effort basis, a maximum of 45,920,000 new shares of the Company to not fewer than six independent professional investors at a price of HK$0.55 per share. The new shares are issued under the general mandate granted to the directors by the shareholders at the annual general meeting of the Company held on 29 June 2010.
The placing of 45,920,000 new shares was completed on 23 July 2010 and raised a net proceeds of HK$24,900,000 for general working capital of the Group.
Interim Report 2010
ETERNITY INVESTMENT LIMITED
MANAGEMENT DISCUSSION AND ANALYSIS (Continued)
Events after the Reporting Period (Continued)
(b) On 21 July 2010, Riche (BVI) Limited ("Riche"), a wholly-owned subsidiary of the Company, Campbell Shillinglaw & Partners (Vietnam) Limited ("Campbell") and Victory Peace Holdings Limited entered into the joint venture agreement, pursuant to which Riche and Campbell have conditionally agreed to setting up a joint venture company, namely Victory Peace Holdings Limited (the "JV Company"), to engage in the business of conducting, development and investing into real estate and related projects in Vietnam. The JV Company will be held as to 90.1% by Riche and 9.9% by Campbell. Pursuant to the joint venture agreement, the financing requirement of the JV Company shall be solely borne by Riche.
On the same date, the Company and the JV Company entered into the facility agreement, pursuant to which the Company has conditionally agreed to grant a revolving credit facility of HK$700,000,000 to the JV Company to proceed with its business of conducting, development and investing into real estate and related projects in Vietnam.
The formation of the JV Company and the granting of facility to the JV Company are subject to shareholders' approval at the special general meeting of the Company to be held on 3 September 2010. Please refer to the Company's circular dated 16 August 2010 for more details.
(c) On 26 July 2010, the Company redeemed the convertible note of HK$72,000,000 payable to Well Will Investment Limited before its maturity date in order to reduce its finance costs.
(d) On 28 July 2010, the Company proposed to raise approximately HK$330,630,000 to HK$351,980,000, before expenses by way of rights issue of not less than 826,584,147 new shares and not more than 879,960,951 new shares of the Company to qualifying shareholders at a subscription price of HK$0.40 per share on the basis of three new shares for every one existing share held on 3 September 2010.
On the same date, the Company entered into the underwriting agreement with Kingston Securities Limited as underwriter relating to the underwriting arrangement in respect of the rights issue.
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Interim Report 2010
MANAGEMENT DISCUSSION AND ANALYSIS (Continued)
Events after the Reporting Period (Continued)
(d) (Continued)
The rights issue is subject to, among other things, shareholders' approval (other than the directors and the chief executive of the Company and their respective associates) at the special general meeting of the Company to be held on 3 September 2010. Please refer to the Company's circular dated 20 August 2010 for more details.
(e) On 8 July 2010, China Star Entertainment proposed to raise HK$144,460,000 to HK$192,540,000 before expenses by way of a rights issue of not less than 1,444,643,184 new shares and not more than 1,925,410,126 new shares (the "Rights Shares") at a subscription price of HK$0.10 per Rights Share on the basis of one Rights Share for every two existing shares held on 20 July 2010.
The Group did not take up any of its entitlement under the rights issue and sold the nil-paid Rights Shares in the market for cash.
As China Star Entertainment allotted and issued 1,444,643,184 Rights Shares pursuant to the rights issue on 11 August 2010, the Group's shareholding interest in China Star Entertainment was diluted from 23.54% to 15.69% and ceased to have significant influence over China Star Entertainment. Accordingly, the Group discontinued to account for China Star Entertainment under equity method of accounting and has accounted for its interest in China Star Entertainment as a financial asset in accordance with HKAS 39 "Financial Instruments: Recognition and Measurement".
(f) On 24 August 2010, the Company announced that the joint venture agreement dated 24 June 2010 entered into between the Group and Yiu Hing in relation to the joint venture in organic agricultural business in Mainland China was ceased and determined as the joint venture company cannot obtain the land use right within 60 days from 24 June 2010, being the date of the joint venture agreement. The capital contribution of HK$30,000,000 made by the Group was returned to the Group and Yiu Hing paid a compensation of HK$1,500,000 to the Group on that date.
Interim Report 2010
ETERNITY INVESTMENT LIMITED
ADDITIONAL INFORMATION REQUIRED BY THE LISTING RULES
Change of Company's Name
Pursuant to a special resolution passed at the special general meeting of the Company held on 29 June 2010, the name of the Company was changed from "China Star Investment Holdings Limited" to "Eternity Investment Limited" and from "中國星投資有限公司" to "永恒策略投資有限公司" in Chinese for identification purposes only with effect from 29 June 2010.
Interim Dividend
The Board has declared an interim dividend of HK$0.03 (2009: Nil) per share to shareholders whose names appear on the Company's register of members on 15 October 2010. The interim dividend will be paid on 1 November 2010.
If the rights issue as announced by the Company on 28 July 2010 proceeds, the new shares to be issued under the rights issue will also be entitled to the interim dividend. On the basis that a maximum of 879,960,951 new shares are issued under the rights issue, the interim dividend will be amounted to approximately HK$35,198,000.
Closure of Register of Members
The register of members of the Company will be closed from 13 October 2010 to 15 October 2010, both days inclusive, during which period no transfer of shares will be registered. To qualify for the interim dividend, all transfers of shares accompanied by the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar, Tricor Standard Limited, at 26th Floor, Tesbury Centre, 28 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on 12 October 2010.
Directors' Interests in Shares and Underlying Shares
At 30 June 2010, the interests of the directors and chief executive of the Company and their associates in the shares and underlying shares of the Company and its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (the "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 Issuers, were as follows:
44 ETERNITY INVESTMENT LIMITED
Interim Report 2010
ADDITIONAL INFORMATION REQUIRED BY THE LISTING RULES
(Continued)
Directors' Interests in Shares and Underlying Shares (Continued)
Long positions
a. Ordinary shares of HK$0.01 each of the Company
| Directors | Capacity | Interests in shares | Interests in underlying shares | Total interests in shares | Percentage of the issued share capital of the Company |
|---|---|---|---|---|---|
| Mr. Lei Hong Wai | Beneficial owner | 1,320,000 | 1,035,559 | 2,355,559 | 1.03% |
| Mr. Chan Kin Wah, Billy | Beneficial owner | 1,320,000 | 1,035,559 | 2,355,559 | 1.03% |
b. Ordinary shares of HK$0.01 each of China Star Entertainment Limited ("CSEL")
| Directors | Capacity | Interests in shares | Interests in underlying shares | Total interests in shares | Percentage of the issued share capital of CSEL |
|---|---|---|---|---|---|
| Mr. Lei Hong Wai | Beneficial owner | 13,300,000 | 10,135,336 | 23,435,336 | 0.81% |
| Mr. Chan Kin Wah, Billy | Beneficial owner | — | 20,685,981 | 20,685,981 | 0.72% |
Other than the holdings disclosed above, none of the directors, chief executive and their associates had any interest or short positions in any shares, underlying shares or debentures of the Company or any of its associated corporations at 30 June 2010.
Interim Report 2010
ETERNITY INVESTMENT LIMITED 45
ADDITIONAL INFORMATION REQUIRED BY THE LISTING RULES
(Continued)
Share Option Scheme
The Company adopted its share option scheme on 21 January 2002. The principal terms of the share option scheme were disclosed in the Company's 2009 annual report. Details of movements in the Company's share options during the six months ended 30 June 2010 are set out as follows:
| Type of share options | Outstanding at 1 January 2010 | Granted during the period | Exercised during the period | Lapsed during the period | Outstanding at 30 June 2010 | |
|---|---|---|---|---|---|---|
| Directors and chief executive | ||||||
| Mr. Lei Hong Wai | 2002A | 45,546 | — | — | — | 45,546 |
| 2007B | 30,013 | — | — | — | 30,013 | |
| 2008A | 34,135 | — | — | (34,135) | — | |
| 2009A | 1,100,000 | — | (1,100,000) | — | — | |
| 2009B | 220,000 | — | (220,000) | — | — | |
| 2010A | — | 960,000 | — | — | 960,000 | |
| 1,429,694 | 960,000 | (1,320,000) | (34,135) | 1,035,559 | ||
| Mr. Chan Kin Wah, Billy | 2004A | 45,546 | — | — | — | 45,546 |
| 2007B | 30,013 | — | — | — | 30,013 | |
| 2008A | 50,142 | — | — | (50,142) | — | |
| 2009A | 1,100,000 | — | (1,100,000) | — | — | |
| 2009B | 220,000 | — | (220,000) | — | — | |
| 2010A | — | 960,000 | — | — | 960,000 | |
| 1,445,701 | 960,000 | (1,320,000) | (50,142) | 1,035,559 | ||
| Total directors and chief executive | 2,875,395 | 1,920,000 | (2,640,000) | (84,277) | 2,071,118 |
46 ETERNITY INVESTMENT LIMITED
Interim Report 2010
ADDITIONAL INFORMATION REQUIRED BY THE LISTING RULES
(Continued)
Share Option Scheme (Continued)
| Type of share options | Number of share options | |||||
|---|---|---|---|---|---|---|
| Outstanding at 1 January 2010 | Granted during the period | Exercised during the period | Lapsed during the period | Outstanding at 30 June 2010 | ||
| Employees and consultants | ||||||
| 2002A | 136,639 | — | — | — | 136,639 | |
| 2004A | 218,814 | — | — | — | 218,814 | |
| 2007A | 144,980 | — | — | — | 144,980 | |
| 2007B | 698,717 | — | — | — | 698,717 | |
| 2008A | 1,144,512 | — | — | (1,144,512) | — | |
| 2009A | 8,800,000 | — | (5,080,000) | — | 3,720,000 | |
| 2009B | 10,570,000 | — | (6,380,000) | — | 4,190,000 | |
| 2010A | — | 11,292,000 | (960,000) | — | 10,332,000 | |
| Total employees and consultants | 21,713,662 | 11,292,000 | (12,420,000) | (1,144,512) | 19,441,150 | |
| Total | 24,589,057 | 13,212,000 | (15,060,000) | (1,228,789) | 21,512,268 | |
| Exercisable at the end of the period | 21,512,268 |
Details of specific categories of share options are as follows:
| Date of grant | Exercise period | Exercise price | |
|---|---|---|---|
| 2002A | 8 March 2002 | 8 March 2002 to 7 March 2012 | HK$271.19 |
| 2004A | 13 December 2004 | 13 December 2004 to 12 December 2014 | HK$202.33 |
| 2007A | 22 March 2007 | 22 March 2007 to 21 March 2017 | HK$49.05 |
| 2007B | 31 May 2007 | 31 May 2007 to 30 May 2017 | HK$73.01 |
| 2008A | 20 March 2008 | 20 March 2008 to 19 March 2010 | HK$11.88 |
| 2009A | 28 July 2009 | 28 July 2009 to 27 July 2010 | HK$0.64 |
| 2009B | 30 October 2009 | 30 October 2009 to 29 October 2010 | HK$0.60 |
| 2010A | 13 May 2010 | 13 May 2010 to 12 May 2011 | HK$0.66 |
Interim Report 2010
ETERNITY INVESTMENT LIMITED
ADDITIONAL INFORMATION REQUIRED BY THE LISTING RULES
(Continued)
Share Option Scheme (Continued)
The closing price of the Company's shares on the date of grant of the 2010A share options was HK$0.66.
The fair value of the share options granted in the six months ended 30 June 2010 was HK$2,310,000 which had been expensed as share-based payment expenses during the period.
The fair value of the share options granted on 13 May 2010 were measured by Grant Sherman Appraisals Limited, an independent firm of professional valuers, at the date of grant. The following significant inputs were used to derive the fair value, using binomial option pricing model:
(i) expected volatility of 92.50%;
(ii) dividend yield of 0.00%;
(iii) expected lives of share option is 1 year; and
(iv) risk-free interest rate of 0.215%.
48 ETERNITY INVESTMENT LIMITED
Interim Report 2010
Interim Report 2010
ETERNITY INVESTMENT LIMITED 49
ADDITIONAL INFORMATION REQUIRED BY THE LISTING RULES
(Continued)
Substantial Shareholders
At 30 June 2010, the register of substantial shareholders maintained by the Company pursuant to Section 336 of the SFO shows that the following shareholders had notified the Company of relevant interests in the issued share capital of the Company:
Long positions — ordinary shares of HK$0.01 each of the Company
| Name | Notes | Capacity | Interest in shares | Interest in underlying shares | Total interest | Percentage of the issued share capital of the Company |
|---|---|---|---|---|---|---|
| Thought Diamond International Limited | 1 | Beneficial owner | 56,000,000 | — | 56,000,000 | 24.49% |
| Mr. Cheung Kwok Fan | 1 | Held by controlled corporation | 56,000,000 | — | 56,000,000 | 24.49% |
| Mr. Man Kong Yui | Beneficial owner | 26,420,000 | — | 26,420,000 | 11.55% | |
| Mr. Gu San Guan | Beneficial owner | 26,480,000 | — | 26,480,000 | 11.50% | |
| Asia Vest Partners VII Limited | 2 | Held by controlled corporation | 1,294,921 | — | 1,294,921 | 9.95% |
| Asia Vest Partners X Limited | 2 | Held by controlled corporation | 1,294,921 | — | 1,294,921 | 9.95% |
| Asia Vest Partners Limited | 2 | Held by controlled corporation | 1,294,921 | — | 1,294,921 | 9.95% |
| Mr. Andrew Nan Sherrill | 2 | Held by controlled corporation | 1,294,921 | — | 1,294,921 | 9.95% |
50 ETERNITY INVESTMENT LIMITED
Interim Report 2010
ADDITIONAL INFORMATION REQUIRED BY THE LISTING RULES
(Continued)
Substantial Shareholders (Continued)
Long positions — ordinary shares of HK$0.01 each of the Company
(Continued)
Notes:
- Thought Diamond International Limited is wholly owned by Mr. Cheung Kwok Fan.
- The number of shares was adjusted for the share consolidations that became effective on 30 April 2008 and 23 April 2009.
Other than as disclosed above, the Company has not been notified of any other relevant interests or short positions in the issued share capital of the Company at 30 June 2010.
Purchase, Sale and Redemption of the Company's Listed Securities
Neither the Company nor any of its subsidiaries purchased, sold or redeemed any of the Company's listed securities during the six months ended 30 June 2010.
Compliance with the Code on Corporate Governance Practices
The Company had complied with all applicable code provisions of the Code on Corporate Governance Practices as set out in Appendix 14 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") throughout the six months ended 30 June 2010, except for:
(a) code provision A.2.1 requires that the roles of chairman and chief executive officer should be separate and should not be performed by the same individual. Following the resignation of Mr. Heung Wah Keung and Ms. Chen Ming Yin, Tiffany as executive directors of the Company on 1 February 2010, Mr. Lei Hong Wai has taken up the roles of the chairman and the chief executive officer of the Company. Mr. Lei possesses essential leadership skills and has extensive experience in corporate management and business development. The Board is of the view that currently vesting the roles of the chairman and the chief executive officer in the same person provides the Group with strong and consistent leadership and allows for more effective and efficient business planning and decisions as well as execution of long term business strategies; and
Interim Report 2010
ETERNITY INVESTMENT LIMITED 51
ADDITIONAL INFORMATION REQUIRED BY THE LISTING RULES
(Continued)
Compliance with the Code on Corporate Governance Practices (Continued)
(b) code provision A.4.1 requires that non-executive directors should be appointed for a specific term, subject to re-election. The term of office for the non-executive directors of the Company is subject to retirement from office by rotation and is eligible for re-election in accordance with the provisions of the Company's bye-laws. At each annual general meeting, one-third of the directors for the time being, (or, if their number is not a multiple of three, the number nearest to but not greater than one-third) shall retire from office by rotation. As such, the Company considers that such provision is sufficient to meet the underlying objective of this code provision.
Compliance with the Model Code for Securities Transactions by Directors
The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers (the "Model Code") as set out in Appendix 10 of the Listing Rules for securities transactions by the directors of the Company. All members of the Board have confirmed, following specific enquiry by the Company, that they have complied with the required standard as set out in the Model Code throughout the six months ended 30 June 2010. The Model Code also applies to other specified senior management of the Group.
Review of Financial Information
The audit committee has reviewed the 2010 interim report and the unaudited condensed consolidated interim financial statements for the six months ended 30 June 2010 and agreed to the accounting principles and policies adopted by the Company. In addition, the Company's external auditors, Messrs. HLB Hodgson Impey Cheng, have reviewed the unaudited condensed consolidated interim financial statements in accordance with Hong Kong Standard on Review Engagements 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Hong Kong Institute of Certified Public Accountants.
52 ETERNITY INVESTMENT LIMITED
Interim Report 2010
ADDITIONAL INFORMATION REQUIRED BY THE LISTING RULES
(Continued)
Acknowledgement
On behalf of the Board, I would like to express my gratitude and appreciation to my fellow directors, the management and staff for their dedication, loyalty and contribution. In addition, I would like to thank our shareholders for their continuous support.
By order of the Board
Lei Hong Wai
Chairman
Hong Kong, 30 August 2010