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SIM Technology Group Limited Interim / Quarterly Report 2013

Sep 25, 2013

50331_rns_2013-09-25_3c1630a3-1e82-42e7-89c9-949a1d247143.pdf

Interim / Quarterly Report

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SIM Technology Group Limited

( Incorporated in Bermuda with limited liability )

( Stock Code : 2000 )

Interim Report 2013

CHAIRMAN’S STATEMENT

MARKET AND BUSINESS REVIEW

Business Review

The handset industry in the People’s Republic of China (“PRC”) has experienced intense competition in the past few years and the competition continued to intensify in the fi rst half of 2013 (“1H2013”). The widespread Eurozone debt crisis and increased downside risk of the PRC economy have created a more diffi cult environment for the handset industry. Consequently, most players in the industry generally recorded losses. The impact of the price war in the ODM handset market in the PRC has caused the Group to substantially scale down its ODM business which had targeted the operator procurement market. Meanwhile, the high-end ODM business with Japanese customers also downsized severely. All these adverse factors have led to an unprecedented loss of the Group’s handsets and solutions business in 1H-2013.

Due to the combined effect of the highly intensive market competition and raw material supply shortage, the Group failed to reach the assigned target despite that delivery volume of wireless communication modules increased mildly in 1H-2013. Therefore, this business segment inevitably recorded a slight decrease in both turnover and gross profi t. In addition, the Group has also expanded its investment in the R&D of 3G and 4G module products, thus resulting in a signifi cant drop in segmental profi t of the wireless communication modules business in 1H-2013.

The display modules business recorded a surge in turnover over the same period last year, as the Group’s capacity touch panel business was still in its initial development stage in the fi rst quarter of 2012 with both delivery volume and turnover at a lower level. However, the segmental turnover recorded a decrease when compared to the second half of 2012. Starting from early 2013, there was an excess supply in the capacity touch panel market and the ensuing drop in product prices was faster than expected. As a result, both the turnover and gross profi t in this segment performed beneath expectation in 1H-2013. This, together with the relocation of the production base from Shenyang to Shanghai, has led to a substantial loss in the display modules business in 1H-2013.

The Group completed the construction of Phase I of the Riverside Country (a commercial and residential apartment complex in Shenyang City) in 2012 and continued to develop the commercial areas and Phase II and of the Riverside Country which are expected to be completed in the third quarter of 2013 and 2014 respectively.

SIM TECHNOLOGY GROUP LIMITED INTERIM REPORT 2013

1

CHAIRMAN’S STATEMENT

Handsets and solutions

In 1H-2013, the Group’s ODM handset business has declined substantially. On the one hand, the Group has scaled down the ODM business in the PRC, which was the operator procurement channel and had contributed a higher income in the past. On the other hand, as the domestic handset market in Japan was hit hard by Apple and Samsung, the Japanese handset customers gradually reduced the scale of their handset business, and some of them even withdrew from the smart phone segment altogether, only maintaining their feature phone business. As a result, the Group’s business which targeted high-end customers in Japan was basically stagnant. Given that other high-end ODM customers and their business volumes were comparatively not signifi cant, turnover of the Group’s handsets and solutions segment dropped as compared to the corresponding period last year.

The Group has shifted its key R&D resources to high-end ODM handsets and the “Internet of Things” (IOT) industrial application terminals with focuses on 4G LTE technology and midto high-end products for local and overseas upmarket customers, aiming to offer customers a comprehensive one-stop service from product design and manufacturing to delivery as well as data and operation services. The Group has also continued to expand into the “Internet of Things” and industrial application markets, including smart phones and tablets targeting specifi c industries such as medical and healthcare, express logistics, retail services, automobile, intranet for parents and teachers and law enforcement; industrial application terminals featuring 1D and 2D barcode scanning functions, police handsets with fi ngerprint identifi cation and ID card identifi cation functions. The Group is currently developing LTE smart terminals for industrial use with the highest standards in dustproof, shock resistant and waterproof for industrial application brand customers in North America. Mass delivery of these products is expected to commence in the second quarter of 2014.

SIM TECHNOLOGY GROUP LIMITED INTERIM REPORT 2013

2

CHAIRMAN’S STATEMENT

Wireless communication modules

In 1H-2013, the Group has established a high-end customer base in the PRC power market covering major smart meter suppliers in the industry. At the same time, as the Group continues to expand its target market, it has also enhanced R&D capabilities targeted at high-end 3.75G/4G platform products and has expanded the CDMA1X product series, aiming to meet different needs of customers by providing products of various operational standards such as CDMA 1X/HSPA+/ LTE. The Group has also entered into a cooperation agreement with Oracle following the Oracle Global Summit to introduce Oracle’s advanced technologies applied in JAVA virtual machines to the Group’s wireless modules. This helps to reduce the product development cycle of customers’ products and lower development costs, while increasing the value added to the Group’s products and services.

Display modules

With an excess supply of LCD modules (LCM) and capacity touch panels (CTP), the unit selling price of these products has dropped notably, leading to a sharp decrease in the gross profi t of this segment. To facilitate centralised management, the Group has moved the production base of display modules to Shanghai in 1H-2013. The integration of production bases has resulted in a 20% to 30% increase in production capacity compared with the original two production bases which were located in Shenyang and Shanghai respectively. However, the move has taken time which has had an impact on the production and delivery schedule. This, plus the high costs associated with renovation of the plant, compensation for workers, a halt in production during the move and tests of equipment, have caused a substantial segmental loss in the display module business in 1H-2013.

Real estate projects

Shenyang SIM Real Estate Limited, a subsidiary of the Group in which the Company owns 60% of equity interest, holds a parcel of land in Shenyang City (“Shenyang Land”). The Shenyang Land is located at the Daoyi Development Zone, No. 32, North of Shenbei Development Avenue, Shenbei New District, Shenyang City, Liaoning Province, the PRC (originally Daoyi Development Zone, No. 25, north of Shenbei Development Avenue, Shenbei New District). The Shenyang Land has been developed into a commercial and residential apartment complex, named “The Riverside Country” (晨興‧翰林水郡).

SIM TECHNOLOGY GROUP LIMITED INTERIM REPORT 2013

3

CHAIRMAN’S STATEMENT

Construction of Phase I of The Riverside Country was completed in 2012 and a total of 404 residential units were launched for sale in the market. Up to June 2013, a total of 367 units were sold and out of which 358 units were delivered. The sales recognised in 1H-2013 amounted to HK$71.6 million (fi rst half of 2012: Nil) and the gross profi t margin was 24.0%.

In 2013, the Group continued the development in both residential and commercial property projects. The construction of the commercial areas is expected to be completed in the third quarter of 2013, and construction of Phase II of The Riverside Country is expected to be completed by phases starting from 2014. The Group plans to develop this property project into a prototype of an “Internet of Things demonstrative community” and it is expected that the investment returns generated from Phase II of The Riverside Country will be higher than those from Phase I.

As announced previously, the Group has purchased a land parcel in Taizhou City, Jiangsu Province, the PRC (“Taizhou Land”) through its subsidiary Shanghai Speedcomm Technology Limited at an aggregate price of RMB109 million. The Taizhou Land is located at the south side of and nearby the Jichuan East Road and at the west side of and nearby the Qili River of Hailing District in Taizhou City, Jiangsu Province, the PRC with a total gross fl oor area of approximately 60,789 square meters. The Group plans to cooperate with a local Taizhou company specializing in photovoltaic systems to develop Taizhou Land into an intelligent residential district with such project named as “IOT and New Generation Energy Model Residential Area”. Through the cooperation and joint investment with the local partner, it is intended that the Group could leverage its expertise in research and development of application solutions for IOT and be responsible for IOT development in the district and the local partner would be responsible for the construction of new generation energy power stations in the district. As at the date of this report, the construction is still at a preliminary stage.

Interim dividend

The board of directors of the Company (“Board”) does not recommend the payment of interim dividend to shareholders of the Company for the six months ended 30 June 2013.

SIM TECHNOLOGY GROUP LIMITED INTERIM REPORT 2013

4

CHAIRMAN’S STATEMENT

PROSPECTS

The Group was formerly an independent handset design house which mainly provided design and R&D of terminals for customers during the time before and immediately after its listing. Starting from 2007, the Group began to provide full handset ODM services to customers and after years of progress, the Group has the ability to provide mid to high-end ODM services to upmarket customers. Today, the Group has gradually started developing the industrial application terminals under its self-owned brands, however, it is not satisfi ed with being only a player in the traditional manufacturing industry. As a result, the Group targets to tap into the contemporary service industry by providing full integrated solutions for terminals and backend application systems. In some of the areas, the Group will provide to customers cross-sector services including Internet of Things data and operation services, together with the corresponding equipment fi nancial leasing and product wholesale services. The Group’s fi rst integrated solution and cross-sector operation service project has commenced in June 2013, which is expected to generate returns for the Group in mid-2014.

In 1H-2013, the Group has recorded the largest loss since its establishment, which is tan inevitable result of a sluggish economy and keen competition in the industry, all while implementing a business transformation. However, the Group is confi dent that the adjustment in its target market and business model would gradually boost its revenue and profi t. Thus it expects the loss to be reduced in the near future while revenue and profi t will show higher growth in the mid-to longterm.

APPRECIATION

The Board would like to thank our shareholders, customers, suppliers, bankers and professional advisers for their support of the Group and to extend our appreciation to all our staff for their dedication and contribution throughout the reporting period.

Yeung Man Ying Chairman

Hong Kong, 30 August 2013

SIM TECHNOLOGY GROUP LIMITED INTERIM REPORT 2013

5

MANAGEMENT DISCUSSION AND ANALYSIS

FINANCIAL REVIEW

For 1H-2013, the revenue of the Group was HK$786.6 million (2012: HK$1,316.7 million), in which the revenue from sale of handsets and solutions, wireless communication modules and display modules (“core business”) decreased significantly by 45.7% to HK$715.0 million (2012: 1,316.7 million) as compared with that of the first half of 2012 (“1H-2012”). The decrease in the revenue of core business was mainly attributable to the significant drop in the revenue of handsets and solutions business in 1H-2013. The revenue from the sale of residential units in Shenyang, PRC was HK$71.6 million (2012: Nil) in 1H-2013.

Under the severe price competition, the gross profit for 1H-2013 for core business of the Group decreased substantially year-on-year by 56.2% to HK$57.6 million (2012: HK$131.4 million). The gross profit margin for core business decreased to 8.1% (2012: 10%). The overall gross profit margin of the Group for 1H-2013 was 9.5%.

The Group incurred a loss attributable to owners of the Company of HK$126.0 million in 1H-2013 (2012: HK$58.3 million). The significant loss incurred was mainly attributable to the significant decrease in the revenue of the Group in 1H-2013 as the Group is still undergoing business transformation and the new handset products have not yet started to generate reasonable returns to the Group. The basic loss per share for 1H-2013 was HK5 cents (2012: HK3.4 cents).

Segment results of core business

Six months ended
Six months ended
30 June 2013
30 June 2012
Gross
Gross
Gross
profit
Gross
profit
Revenue
profit marginRevenue
profit
margin
HK$’M
HK$’M
%
HK$’M
HK$’M
%
Handsets and solutions
Wireless communication
modules
Display modules
Total
408
23
5.6%
1,037
83
8.0%
217
34
15.5%
241
45
18.9%
90
1
1.3%
39
3
8.2%
715
58
8.1%
1,317
131
10.0%

SIM TECHNOLOGY GROUP LIMITED INTERIM REPORT 2013

6

MANAGEMENT DISCUSSION AND ANALYSIS

Handsets and solutions

For 1H-2013, the revenue and gross profit of the handsets and solutions segment decreased significantly by 60.7% and 72.6% respectively as compared to those in 1H-2012. The decreases were due to the scale down of the Group’s ODM business caused by the price war in the ODM handset market in China, which was the operator procurement channel and had contributed a higher income in the past. The revenue of ODM business was about 53% of the revenue of this segment in 1H-2013 (2012: 76%). In addition, the new handsets products have not yet started to generate reasonable returns to the Group.

Wireless communication modules

The revenue for wireless communication modules for 1H-2013 decreased slightly by 9.7% as compared to that of 1H-2012. The gross profit margin dropped to 15.5% (2012: 18.9%) in 1H2013. This was due to the combined effect of the highly intensive market competition and raw material supply shortage.

Display modules

The turnover of this segment increased significantly by 1.3 times as compared to that of 1H-2012, as the Group’s CTP business was still in its initial development stage in the first quarter of 2012 with both delivery volume and turnover at a lower level. However, with an excess market supply of LCM and CTP in 1H-2013, the unit selling price of these products has dropped notably, leading to a sharp decrease in the gross profit of 62.9% of this segment as compared to that of 1H-2012. In addition, the relocation of the production base from Shenyang to Shanghai has led to a substantial segmental loss in this segment during 1H-2013.

SIM TECHNOLOGY GROUP LIMITED INTERIM REPORT 2013

7

MANAGEMENT DISCUSSION AND ANALYSIS

LIQUIDITY, FINANCIAL RESOURCES AND CAPITAL STRUCTURE

Liquidity

At 30 June 2013, the Group had bank balances and cash of HK$374.5 million (31 December 2012: HK$1,019.2 million (including the cash then to be refunded to shareholders on over-subscription of rights issue completed during 1H-2013)), among of which 65.4% was held in Renminbi, 29.5% was held in US dollars and the remaining balance was held in Hong Kong dollars. The Group also had pledged bank deposits of HK$66.6 million (31 December 2012: HK$35.0 million) in Renminbi and US dollars for the purpose of the Group’s US dollars borrowings. The Group had net bank balances (total bank balances less bank borrowings) of HK$210.2 million (31 December 2012: HK$1,003.4 million). The Group intends to finance its working capital and capital expenditure plans from such bank balances. The Group has pledged certain of its assets (including bank deposits, property, plant and equipment, notes receivables and land use rights) to secure the bank borrowings.

Operating Efficiency

The turnover period of inventory, trade receivables, notes receivables and trade payables of the Group are presented below:

For the For the
six months ended year ended
30 June 31 December
2013 2012
Days Days
Inventory turnover period# 75 64
Trade receivables turnover period# 84 31
Notes receivables turnover period# 18 46
Trade payables turnover period 59 101

for the core business

The increase in the turnover period of trade receivables was because the Group granted longer credit terms since June of year 2012 upon the request of some renowned customers. The decrease in notes receivables turnover period was due to the average balance of notes receivables

8 SIM TECHNOLOGY GROUP LIMITED INTERIM REPORT 2013

MANAGEMENT DISCUSSION AND ANALYSIS

significantly decreased as compared to that of year 2012. In the fourth quarter of 2011, the purchase volume of the Group was large which resulted in a larger trade payables balance at the beginning of year 2012, while the purchase amount in year 2012 was not large, as a result, the trade payables turnover period was substantially long in year 2012. The trade payables turnover period in 1H-2013 was consistent with the normal terms provided by suppliers (30 to 60 days).

As at 30 June 2013, the current ratio, calculated as current assets over current liabilities, was 2.1 times (31 December 2012: 1.9 times).

Treasury Policies

The Group adopts a prudent approach in its treasury policy. The Group’s surplus funds are held under fixed and savings deposits in reputable banks to earn interest income. During 1H-2013, the Group has entrusted a total amount of HK$50.6 million under certain asset management agreements for an investment period of two years. The investment scope of these entrusted assets are limited to the investment products under 長安信託‧卉誠實業委託貸款單一資金信託 合同 (Chang An Trust • Hui Cheng Shi Ye Entrusted Loan Single Fund Trust Agreement (numbered 信單卉誠 (Xin Dan Hui Cheng) 13020056). The management expected the average annual return rate for such entrusted assets to be about 7%. The Group intends to continue to entrust more assets in similar terms in the future should the opportunity arises so as to raise the utilisation rate of its capital and improve the investment returns and the profits of the Group. During 1H-2013, the Group did not have any other security or capital investments or derivative investments.

Other than entering into non-deliverable foreign exchange forward contracts to eliminate the foreign exchange exposures in US dollars denominated bank borrowings, the management of the Group considered that it was not necessary to use any other financial instrument for hedging purpose or adopt any particular hedging policy.

Fund Raising

On 5 October 2012, the Company announced that it proposed to issue not less than 852,499,500 shares at the subscription price of HK$0.20 per share by way of rights issue on the basis of one rights share for every two existing shares held on the record date. The underwriter of the rights issue was Toman Investments Limited, which was a connected party to the Company and with 25% owned by Mr Wong Sun, 25% owned by Mr Wong Hei, Simon, 25% owned by Mr Wong Cho

SIM TECHNOLOGY GROUP LIMITED INTERIM REPORT 2013

9

MANAGEMENT DISCUSSION AND ANALYSIS

Tung and 25% owned by Ms Yeung Man Ying. The rights issue was completed on 4 January 2013 and the Company issued 852,499,500 shares at HK$0.20 per share and raised net proceeds (after deducting the relevant expenses) of approximately HK$167.0 million.

As at 30 June 2013, the Company had 2,557,498,500 ordinary shares of HK$0.10 each in issue.

Gearing Ratio

As at 30 June 2013, the total assets value of the Group was HK$3,012.6 million (31 December 2012: HK$3,463.3 million) and the bank borrowings was HK$230.9 million (31 December 2012: HK$50.8 million). The gearing ratio of the Group, calculated as total bank borrowings over total assets, was 7.7% (31 December 2012: 1.5%). All such bank borrowings are repayable within one year and bear interest at fixed rates ranging from 1.3% to 3.3%.

EMPLOYEES

As at 30 June 2013, the Group had approximately 2,860 (31 December 2012: 3,200) employees. The Group operates a mandatory provident fund retirement benefits scheme for all its employees in Hong Kong, and provides its PRC employees with welfare schemes as required by the applicable laws and regulations of the PRC. The Group also offers discretionary bonuses to its employees by reference to individual performance and the performance of the Group.

EMOLUMENT POLICY

The emolument policy of the employees of the Group is set up by the human resources department and it seeks to provide remuneration packages on the basis of the merit, qualifications and competence of the employees.

The emoluments of the directors (“Directors”) and senior management of the Company are reviewed by the remuneration committee of the Company, having regard to factors including the Group’s operating results, responsibilities of the Directors and senior management and comparable market statistics.

10 SIM TECHNOLOGY GROUP LIMITED INTERIM REPORT 2013

MANAGEMENT DISCUSSION AND ANALYSIS

The Company has adopted a pre-listing share option scheme (“Pre-IPO Share Option Scheme”) to recognise and reward the contribution of certain Directors and employees of the Group to the growth and development of the Group. The Group has also adopted a post-listing share option scheme (“Post-IPO Share Option Scheme”), the primary purpose of which is to motivate the eligible persons referred to in the scheme, which includes executive Directors and employees of the Group, to optimise their future contributions to the Group and to reward them for their efforts.

FOREIGN EXCHANGE EXPOSURE

Most of the sales of the Group are denominated in Renminbi and most of the purchases of inventories are denominated in US dollars. With the introduction of a more elastic exchange rate regime for Renminbi, the Renminbi exchange rate movements might become more volatile, creating an uncertainty effect on the Group’s business. Furthermore, certain trade receivables, trade payables and bank balances are denominated in US dollars, therefore exposing the Group to US dollars currency risk. The Group does not have a foreign currency hedging policy but will continue to monitor any further changes in Renminbi’s exchange rate and would proactively take measures to minimise any adverse impact that fluctuations of exchange rates might have on the Group.

FUTURE PLANS FOR MATERIAL INVESTMENT

As at 30 June 2013, the Group did not have any other material investment plans save as disclosed in this report.

MATERIAL ACQUISITION AND DISPOSAL OF SUBSIDIARIES

During 1H-2013, the Group invested in 30% equity interest of Xian Helicopter Co., Ltd., a company registered in the PRC, at a cash consideration of RMB24,000,000 (or equivalent to HK$30,000,000). The principal activity of this company is provision of industrial use helicopter services in the PRC.

During 1H-2013, save as disclosed above, the Group did not have any material acquisition or disposal of subsidiaries or associated companies.

CONTINGENT LIABILITIES

As at 30 June 2013, the Group did not have any material contingent liabilities.

SIM TECHNOLOGY GROUP LIMITED INTERIM REPORT 2013

11

INTERIM FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS

FOR THE SIX MONTHS ENDED 30 JUNE 2013

NOTES Six months ended 30 June
2013
2012
HK$’000
HK$’000
(unaudited)
(unaudited)
Revenue
3
Cost of sales
Gross prof t
Other income
5
Other gains and losses
5
Research and development expenses
Selling and distribution costs
Administrative expenses
Share of results of an associate
Finance costs
Loss before taxation
Tax (charge) credit
6
Loss for the period
7
Loss for the period attributable to:
Owners of the Company
Non-controlling interests
Loss per share (HK cents)
9
Basic and diluted
786,605
1,316,727
(711,882)
(1,185,308)
74,723
131,419
29,080
29,630
(16,430)
(20,652)
(109,190)
(91,911)
(43,918)
(53,758)
(54,975)
(58,065)
158

(685)
(2,433)
(121,237)
(65,770)
(4,966)
2,494
(126,203)
(63,276)
(125,957)
(58,282)
(246)
(4,994)
(126,203)
(63,276)
(5.0)
(3.4)

SIM TECHNOLOGY GROUP LIMITED INTERIM REPORT 2013

12

INTERIM FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED 30 JUNE 2013

Six months ended 30 June
2013
2012
HK$’000
HK$’000
(unaudited)
(unaudited)
Loss for the period
Other comprehensive (expense) income
Items that may not be subsequently reclassif ed to
prof t or loss for the period:
Exchange difference arising on translation to
presentation currency
Surplus on transfer of land use rights and
property, plant and equipment to
investment properties at fair value
Deferred tax liabilities on surplus on transfer of
land use rights and property, plant and
equipment to investment properties at fair value
Total comprehensive expense for the period
Total comprehensive (expense) income attributable to:
Owners of the Company
Non-controlling interest
(126,203)
(63,276)
13,304
(10,204)
11,031

(2,758)
21,577
(10,204)
(104,626)
(73,480)
(105,453)
(67,800)
827
(5,680)
(104,626)
(73,480)

SIM TECHNOLOGY GROUP LIMITED INTERIM REPORT 2013

13

INTERIM FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AT 30 JUNE 2013

NOTES 30 June
31 December
2013
2012
HK$’000
HK$’000
(unaudited)
(audited)
Non-current assets
Investment properties
10
Property, plant and equipment
10
Land use rights
Intangible assets
10
Interest in an associate
11
Deferred tax assets
12
Entrusted loan receivables
13
Deposit paid for a land use right
Available-for-sale investments
Current assets
Inventories
Properties under development for sales
Properties held for sale
Trade receivables
14
Notes receivables
14
Other receivables, deposits and prepayments
Pledged bank deposits
Bank balances and cash
312,885
291,575
661,262
699,821
94,362
97,055
60,111
81,954
30,160

25,645
21,100
50,600

10,753

17,078
16,875
1,262,856
1,208,380
272,806
271,266
344,082
161,423
34,800
84,765
300,306
366,099
74,675
71,502
281,933
245,735
66,571
34,991
374,542
1,019,173
1,749,715
2,254,954

SIM TECHNOLOGY GROUP LIMITED INTERIM REPORT 2013

14

INTERIM FINANCIAL STATEMENTS

NOTES 30 June
31 December
2013
2012
HK$’000
HK$’000
(unaudited)
(audited)
Current liabilities
Trade payables
15
Other payables, deposits received and accruals
Amounts due to shareholders on
oversubscription of Rights Issue
Amount due to a non-controlling
shareholder of a subsidiary
Bank borrowings
16
Tax payable
Net current assets
Total assets less current liabilities
Capital and reserves
Share capital
17
Reserves
Equity attributable to owners of the Company
Non-controlling interests
Total equity
Non-current liabilities
Deferred tax liabilities
12
Deferred income
326,944
374,169
249,190
245,504

480,489
37,950
37,500
230,927
50,767
842
6,729
845,853
1,195,158
903,862
1,059,796
2,166,718
2,268,176
255,750
170,500
1,723,171
1,911,739
1,978,921
2,082,239
90,461
89,634
2,069,382
2,171,873
49,626
47,244
47,710
49,059
97,336
96,303
2,166,718
2,268,176

SIM TECHNOLOGY GROUP LIMITED INTERIM REPORT 2013

15

INTERIM FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE SIX MONTHS ENDED 30 JUNE 2013

Attributable to owners of the Company
Statutory
Share
Properties
Capital
Non–
Share
Share
surplus Shareholders’
Other
option
revaluation redemption
Translation Accumulated
controlling
capital
premium
reserve contribution
reserve
reserve
reserve
reserve
reserve
prof ts
Total
interests
Total
HK$’000
HK$’000
HK$’000
HK$’000
HK$’000
HK$’000
HK$’000
HK$’000
HK$’000
HK$’000
HK$’000
HK$’000
HK$’000
(Note a)
(Note c)
(Note b)
At 1 January 2012 (audited)
Loss for the period
Other comprehensive expenses
for the period
Total comprehensive expense
for the period
Recognition of equity settled
share based payments
At 30 June 2012 (unaudited)
At 1 January 2013 (audited)
Loss for the period
Other comprehensive income
for the period
Total comprehensive income
(expense) for the period
Transfer upon the completion of
Rights Issue (note c)
Recognition of equity settled
share based payments
At 30 June 2013 (unaudited)
170,500
749,467
27,599

97,091
27,548
73,739
2,282
237,102
601,138
1,986,466
88,424
2,074,890









(58,282)
(58,282)
(4,994)
(63,276)








(9,518)

(9,518)
(686)
(10,204)








(9,518)
(58,282)
(67,800)
(5,680)
(73,480)





3,714




3,714

3,714
170,500
749,467
27,599

97,091
31,262
73,739
2,282
227,584
542,856
1,922,380
82,744
2,005,124
170,500
749,467
27,599
166,971
97,091
26,410
73,739
2,282
255,575
512,605
2,082,239
89,634
2,171,873









(125,957)
(125,957)
(246)
(126,203)






8,273

12,231

20,504
1,073
21,577






8,273

12,231
(125,957)
(105,453)
827
(104,626)
85,250
81,721

(166,971)














2,135




2,135

2,135
255,750
831,188
27,599

97,091
28,545
82,012
2,282
267,806
386,648
1,978,921
90,461
2,069,382

SIM TECHNOLOGY GROUP LIMITED INTERIM REPORT 2013

16

INTERIM FINANCIAL STATEMENTS

Notes:

  • (a) As stipulated by the relevant People’s Republic of China (“PRC”) laws and regulations, before distribution of the net profi t each year, the subsidiaries established in the PRC shall set aside 10% of their net profi t after taxation to the statutory surplus reserve. The reserve fund can only be used, upon approval by the board of directors of the relevant subsidiaries and by the relevant authority, to offset accumulated losses or as increase in capital.

  • (b) Other reserve is arisen from a reorganisation to rationalise the structure of the Group in preparation for listing of the Company’s shares on the Main Board of The Stock Exchange of Hong Kong Limited.

  • (c) During the year ended 31 December 2012, the Company announced the issue of rights shares on the basis of one rights share for every two existing shares held at subscription price of HK$0.20 per rights share (“the Rights Issue”) and 852,499,500 rights shares would be issued by the Company upon the completion of the Rights Issue. Net proceeds of HK$166,971,000 (after deducting the expenses incurred on Rights Issue of HK$3,529,000) was received from shareholders and was accounted as shareholders’ contribution and accumulated in equity as at 31 December 2012. During the current interim period, 852,499,500 rights shares were issued by the Company and the amount was transferred from shareholders’ contribution to share capital and share premium, accordingly.

SIM TECHNOLOGY GROUP LIMITED INTERIM REPORT 2013

17

INTERIM FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED 30 JUNE 2013

Six months ended 30 June
2013
2012
HK$’000
HK$’000
(unaudited)
(unaudited)
OPERATING ACTIVITIES
Operating cash f ows before movements in working capital
Increase in properties under development for sales and
properties held for sales
Other movements in working capital
Cash (used in) generating from operations
Interest received
Tax paid
NET CASH (USED IN) FROM OPERATING ACTIVITIES
INVESTING ACTIVITIES
Purchase of property, plant and equipment
Proceeds on disposal of property, plant and equipment
Development costs paid
Investment in an associate
Deposits paid for purchase of land use right
Investment in entrusted loan receivables
Placement of pledged bank deposits
Withdrawal of pledged bank deposits
NET CASH USED IN INVESTING ACTIVITIES
(26,015)
136,792
(132,694)
(25,628)
(9,977)
59,273
(116,656)
170,437
1,345
3,656
(16,108)
(4,115)
(131,419)
169,978
(44,912)
(65,990)
647
206
(45,667)
(80,900)
(30,000)

(10,753)
(5,522)
(50,600)

(31,580)
(262,456)

171,890
(212,865)
(242,772)

SIM TECHNOLOGY GROUP LIMITED INTERIM REPORT 2013

18

INTERIM FINANCIAL STATEMENTS

Six months ended 30 June
2013
2012
HK$’000
HK$’000
(unaudited)
(unaudited)
FINANCING ACTIVITIES
New bank borrowings raised
Repayments of bank borrowings
Interest paid
Refund to shareholders on oversubscription of Rights Issue
NET CASH USED IN FINANCING ACTIVITIES
NET DECREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT BEGINNING OF
THE PERIOD
EFFECT OF FOREIGN EXCHANGE RATE CHANGES
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD,
REPRESENTED BY BANK BALANCES AND CASH
230,927
219,582
(50,767)
(291,815)
(685)
(2,433)
(480,489)
(301,014)
(74,666)
(645,298)
(147,460)
1,019,173
500,817
667
(753)
374,542
352,604

SIM TECHNOLOGY GROUP LIMITED INTERIM REPORT 2013

19

INTERIM FINANCIAL STATEMENTS

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED 30 JUNE 2013

1. GENERAL INFORMATION AND BASIS OF PREPARATION

The Company was incorporated in Bermuda as an exempted company under the Companies Act 1981 of Bermuda (as amended) with limited liability. Its ultimate and immediate holding company is Info Dynasty Group Limited, a company incorporated in the British Virgin Islands.

The company is an investment holding company. The principal activities of its subsidiaries are manufacturing, design and development and sale of display modules, handsets and solutions, and wireless communication modules and property development in the PRC.

The functional currency of the Company is Renminbi. The condensed consolidated fi nancial statements are presented in Hong Kong dollar, as the directors consider that such presentation is more appropriate for a company listed in Hong Kong and for the convenience of the shareholders.

The condensed consolidated fi nancial statements of the Group have been prepared in accordance with the applicable disclosure requirements of Appendix 16 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and with International Accounting Standard (“IAS”) 34 “Interim Financial Reporting”.

2. PRINCIPAL ACCOUNTING POLICIES

The condensed consolidated fi nancial statements have been prepared on the historical cost basis, except for certain properties, which are measured at fair values. Except as described below, the accounting policies and methods of computation used in the condensed consolidated fi nancial statements for the six months ended 30 June 2013 are the same as those followed in the preparation of the Group’s annual fi nancial statements for the year ended 31 December 2012. In addition, the Group has applied the following accounting policies for the fi rst time during the current interim period.

Interest in an associate

An associate is an entity over which the Group has signifi cant infl uence and that is neither a subsidiary nor an interest in a joint venture. Signifi cant infl uence is the power to participate in the fi nancial and operating policy decisions of the investee but is not control or joint control over those policies.

20 SIM TECHNOLOGY GROUP LIMITED INTERIM REPORT 2013

INTERIM FINANCIAL STATEMENTS

The results and assets and liabilities of an associate are incorporated in these condensed consolidated fi nancial statements using the equity method of accounting. Under the equity method, interest in an associate is initially recognised in the condensed consolidated statement of fi nancial position at cost and adjusted thereafter to recognise the Group’s share of the profi t or loss and other comprehensive income of the associate. When the Group’s share of losses of an associate equals or exceeds its interest in that associate (which includes any long-term interests that, in substance, form part of the Group’s net investment in the associate), the Group discontinues recognising its share of further losses. Additional losses are recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of that associate.

Any excess of the Group’s share of the net fair value of the identifi able assets, liabilities and contingent liabilities over the cost of acquisition, after reassessment, is recognised immediately in profi t or loss.

If the initial accounting for the acquisition of an associate is incomplete by the end of the reporting period in which the acquisition occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period, and additional assets or liabilities are recognised, to refl ect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognised as of that date.

The requirements of IAS 39 are applied to determine whether it is necessary to recognise any impairment loss with respect to the Group’s investment in an associate. When necessary, the entire carrying amount of the investment (including goodwill) is tested for impairment in accordance with IAS 36 “Impairment of Assets” as a single asset by comparing its recoverable amount (higher of value in use and fair value less costs to sell) with its carrying amount. Any impairment loss recognised forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognised in accordance with IAS 36 to the extent that the recoverable amount of the investment subsequently increases.

When a group entity transacts with its associate, profi ts and losses resulting from the transactions with the associate are recognised in the Group’s condensed consolidated fi nancial statements only to the extent of interests in the associate that are not related to the Group.

SIM TECHNOLOGY GROUP LIMITED INTERIM REPORT 2013

21

INTERIM FINANCIAL STATEMENTS

In the current interim period, the Group has applied, for the fi rst time, the following new or revised International Financial Reporting Standards (“IFRSs”) issued by International Accounting Standard Board (“IASB”) that are relevant for the preparation of the Group’s

IFRSs (Amendments) Annual improvements to HKFRSs 2009-2011 cycle
IFRS 7 (Amendments) Disclosures – Offsetting f nancial assets and f nancial liabilities
IFRS 10, IFRS 11 and Consolidated f nancial statements, joint arrangements and
IFRS 12 (Amendments) disclosure of interests in other entities: Transition guidance
IFRS 10 Consolidated f nancial statements
IFRS 11 Joint arrangements
IFRS 12 Disclosure of interests in other entities
IFRS 13 Fair value measurement
IAS 1 (Amendments) Presentation of items of other comprehensive income
IAS 19 (as revised in 2011) Employee benef ts
IAS 28 (as revised in 2011) Investments in associates and joint ventures
IFRIC 20 Stripping costs in the production phase of a surface mine

IFRS 13 Fair value measurement

The Group has applied IFRS 13 for the fi rst time in the current interim period. IFRS 13 establishes a single source of guidance for, and disclosures about, fair value measurements, and replaces those requirements previously included in various IFRSs. Consequential amendments have been made to IAS 34 to require certain disclosures to be made in the

The scope of IFRS 13 is broad, and applies to both fi nancial instrument items and nonfi nancial instrument items for which other IFRSs require or permit fair value measurements and disclosures about fair value measurements, subject to a few exceptions. IFRS 13 contains a new defi nition for “fair value” and defi nes fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal (or most advantageous) market at the measurement date under current market conditions. A fair value measurement of a non-fi nancial asset takes into account a market participant’s ability to generate economic benefi ts by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. Fair value under IFRS 13 is an exit price regardless of whether that price is directly observable or estimated using another valuation technique. Also, IFRS 13 includes extensive disclosure requirements. The application of IFRS 13 in the current interim period has had no material impact on the fair value measurement of the Group’s investment properties.

In accordance with the transitional provisions of IFRS 13, the Group has applied the new fair value measurement and disclosure requirements prospectively.

SIM TECHNOLOGY GROUP LIMITED INTERIM REPORT 2013

22

INTERIM FINANCIAL STATEMENTS

Amendments to IAS 1 Presentation of items of other comprehensive income

The amendments to IAS 1 introduce new terminology for the statement of comprehensive income and income statement. Under the amendments to IAS 1, a statement of comprehensive income is renamed as a statement of profi t or loss and other comprehensive income and a statement of income statement is renamed as a statement of profi t or loss. The amendments to IAS 1 also require additional disclosures to be made in the other comprehensive income section such that items of other comprehensive income are grouped into two categories: (a) items that will not be reclassifi ed subsequently to profi t or loss; and (b) items that may be reclassifi ed subsequently to profi t or loss when specifi c conditions are met. Income tax on items of other comprehensive income is required to be allocated on the same basis. The amendments have been applied retrospectively, and hence the presentation of items of other comprehensive income has been modifi ed to refl ect the changes.

The Group has not early applied the following new and revised IFRSs that have been issued but are not yet effective. The following new or revised standards have been issued after the date the consolidated fi nancial statements for the year ended 31 December 2012 were authorised for issuance and are not yet effective:

Amendments to IAS 36 Recoverable amount disclosures for non-fi nancial assets[1] Amendments to IAS 39 Novation of derivatives and continuation of hedge accounting[1] IFRIC 21 Levies[1]

1 Effective for accounting periods beginning on or after 1 January 2014.

The directors anticipate that the application of these amendments will have no material impact on the results and the fi nancial position of the Group.

3. REVENUE

Revenue represents the amounts received and receivable for goods sold net of discounts and sales related taxes.

SIM TECHNOLOGY GROUP LIMITED INTERIM REPORT 2013

23

INTERIM FINANCIAL STATEMENTS

4. SEGMENT INFORMATION

Segment information is presented based on internal reports about components of the Group that are regularly reviewed by the chief operating decision maker, being the executive directors, for the purpose of allocate resources to segments and assessing their performance.

The Group is currently organised into four reportable and operating segments – sale of handsets and solutions, sale of display modules, sale of wireless communication modules and property development.

Six months ended 30 June 2013

Sale of
Sale of
handsets
Sale of
wireless
and
display communication
Property
Segment
solutions
modules
modules
development
total
Elimination
HK$’000
HK$’000
HK$’000
HK$’000
HK$’000
HK$’000
Consolidated
HK$’000
Revenue
External sales
Inter-segment sales
Total
Segment (loss) prof t
Other income and other
gains and losses
Share of results of
an associate
Corporate expenses
Finance costs
Loss before taxation
408,083
89,633
217,330
71,559
786,605


5,207


5,207
(5,207)
786,605
408,083
94,840
217,330
71,559
791,812
(5,207)
786,605
(122,750)
(27,187)
5,845
8,252
(135,840)
(135,840)
26,569
158
(11,439)
(685)
(121,237)

SIM TECHNOLOGY GROUP LIMITED INTERIM REPORT 2013

24

INTERIM FINANCIAL STATEMENTS

Six months ended 30 June 2012

Sale of
Sale of
handsets
Sale of
wireless
and
display communication
Property
Segment
solutions
modules
modules
development
total
Elimination
HK$’000
HK$’000
HK$’000
HK$’000
HK$’000
HK$’000
Consolidated
HK$’000
Revenue
External sales
1,037,257
38,701
240,769

1,316,727

Inter-segment sales

92,804


92,804
(92,804)
Total
1,037,257
131,505
240,769

1,409,531
(92,804)
Segment (loss) prof t
(79,556)
(2,265)
9,706
(3,414)
(75,529)

Other income and other
gains and losses
Corporate expenses
Gain from changes in fair value
of investment properties
Finance costs
Loss before taxation
1,037,257
38,701
240,769

1,316,727


92,804


92,804
(92,804)
1,316,727
1,037,257
131,505
240,769

1,409,531
(92,804)
1,316,727
(75,529)
13,549
(12,262)
10,905
(2,433)
(65,770)

Inter-segment sales are charged at mutually agreed terms.

Segment result represents the fi nancial result by each segment without allocation of rental income, interest income, other income, certain net exchange gain, share of results of an associate, corporate expenses, gain from changes in fair value of investment properties,

SIM TECHNOLOGY GROUP LIMITED INTERIM REPORT 2013

25

INTERIM FINANCIAL STATEMENTS

The following is an analysis of the Group’s assets by reportable and operating segments:

30 June
31 December
2013
2012
HK$’000
HK$’000
768,585
1,013,468
172,021
193,636
531,942
499,403
490,880
277,221
1,963,428
1,983,728

For the purposes of monitoring segment performances and allocating resources between segments, all assets are allocated to reportable and operating segments other than investment properties, certain property, plant and equipment, interest in an associate, entrusted loan receivables, deposit paid for land use right, pledged bank deposits, bank balances and cash, available-for-sale investments, deferred tax assets and certain other receivables, deposits and prepayment. Assets used jointly by reportable and operating segments are allocated on the basis of the revenues earned by individual operating segments.

26 SIM TECHNOLOGY GROUP LIMITED INTERIM REPORT 2013

INTERIM FINANCIAL STATEMENTS

5. OTHER INCOME/OTHER GAINS AND LOSSES

Six months ended 30 June
2013
2012
HK$’000
HK$’000
Other income
Refund of Value Added Tax (“VAT”) (Note i)
3,504
10,270
Government grants (Note ii)
14,181
2,500
Interest income earned on bank balances
1,345
3,656
Rental income (Less: outgoings of HK$145,000
(six months ended 30 June 2012: HK$146,000))
9,598
9,150
Repair and maintenance income (Note iii)

3,978
Others
452
76
29,080
29,630
Other gains and losses
Loss on disposal of property, plant and equipment
(133)
(35)
Net foreign exchange gain (loss)
13,855
(10,522)
Gain from changes in fair value of investment properties

10,905
Allowance for bad and doubtful debts (Note iv)
(12,250)

Impairment loss recognised in respect of intangible assets
(5,643)

Impairment loss recognised in respect of property,
plant and equipment
(12,259)

Impairment loss recognised in respect of goodwill

(21,000)
(16,430)
(20,652)
3,504
10,270
14,181
2,500
1,345
3,656
9,598
9,150

3,978
452
76
29,080
29,630
(16,430)
(20,652)

SIM TECHNOLOGY GROUP LIMITED INTERIM REPORT 2013

27

INTERIM FINANCIAL STATEMENTS

Notes:

  • (i) Shanghai Simcom Limited and Shanghai Simcom Wireless Solutions Limited, wholly-owned subsidiaries of the Company, are engaged in the business of distribution of self-developed and produced software. Under the current PRC tax regulation, it is entitled to a refund of VAT paid for sales of self-developed and produced software in the PRC.

  • (ii) The amount includes HK$11,722,000 (six months ended 30 June 2012: HK$1,902,000) unconditional government grants received during the period which was granted to encourage for the Group’s research and developments activities in the PRC.

During the six months ended 30 June 2013, the Group received government grants of HK$692,000 (six months ended 30 June 2012: HK$8,577,000) towards the cost of development on wireless communication modules, handset and modules in Shanghai and Shenyang. The amounts received are deferred and are transferred to other income to match actual expenditure used in research and development activities and HK$2,459,000 (six months ended 30 June 2012: HK$598,000) was recognised in the profi t or loss during the period.

As at 30 June 2013, an amount of HK$56,766,000 (31 December 2012: HK$58,008,000) remains to be amortised and is included in other payables (for current portion) and deferred income (for noncurrent portion).

  • (iii) The amount represented repairs and maintenance services provided to a customer of the sale of mobile handsets and solutions during the six months ended 30 June 2012.

  • (iv) Included in the allowance for bad and doubtful debts are individually impaired trade receivables, which in the opinion of the directors are unrecoverable. The Group does not hold any collateral over these balances.

SIM TECHNOLOGY GROUP LIMITED INTERIM REPORT 2013

28

INTERIM FINANCIAL STATEMENTS

6. TAX (CHARGE) CREDIT

Six months ended 30 June
2013
2012
HK$’000
HK$’000
Tax (charge) credit comprises:
PRC Enterprise Income Tax
PRC Land Appreciation Tax (“LAT”)
Underprovisions on PRC Enterprise Income Tax
in previous years
Deferred tax credit (note 12)
(4,528)
(1,294)
(1,073)

(4,620)

5,255
3,788
(4,966)
2,494

No provision for Hong Kong Profi ts Tax has been made for both periods as the Company and its subsidiaries have no assessable profi ts arising in Hong Kong.

PRC Enterprise Income Tax is calculated at the rates prevailing in the relevant districts of the PRC taking relevant tax incentives into account. The estimated average annual tax rate used for PRC Enterprise Income Tax is 25% for six months ended 30 June 2013 (six months ended 30 June 2012: 15%).

The provision of LAT is estimated according to the requirements set forth in the relevant tax laws and regulations of the PRC, which is charged at progressive rates ranging from 30% to 60% of the appreciation value, with certain allowable deductions.

SIM TECHNOLOGY GROUP LIMITED INTERIM REPORT 2013

29

INTERIM FINANCIAL STATEMENTS

7. LOSS FOR THE PERIOD

Six months ended 30 June
2013
2012
HK$’000
HK$’000
Six months ended 30 June
2013
2012
HK$’000
HK$’000
Loss for the period is arrived at after charging (crediting):
Amortisation of intangible assets (included in cost of sales)
Less: Amount capitalised in development costs classif ed
as intangible assets
Amortisation of land use rights
Depreciation of property, plant and equipment
Less: Amount capitalised in development costs classif ed as
intangible assets
Staff costs including directors’ emoluments
Share-based payments
Less: Amount capitalised in development costs classif ed as
intangible assets
Operating lease rentals in respect of land and buildings
Less: Amount capitalised in development costs classif ed as
intangible assets
Write-down of inventories (included in cost of sales)
Cost of inventories recognised as expense
(included in cost of sales)
Cost of properties sold (included in cost of sales)
65,201
(1,206)
63,995
1,473
46,599
(1,415)
45,184
159,568
2,135
(33,238)
128,465
4,079
(282)
3,797
4,998
642,715
55,458
129,959
(553)
129,406
1,426
49,794
(1,545)
48,249
185,554
3,714
(64,584)
124,684
4,396
(934)
3,462
10,860
1,182,770

SIM TECHNOLOGY GROUP LIMITED INTERIM REPORT 2013

30

INTERIM FINANCIAL STATEMENTS

8. DIVIDENDS

The directors do not recommend the payment of an interim dividend for six months ended 30 June 2013 and 2012.

9. LOSS PER SHARE

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

Six months ended 30 June
2013
2012
HK$’000
HK$’000
Loss
Loss for the purposes of basic and diluted loss
per share (loss for the period attributable to
the owners of the Company)
(125,957)
(58,282)
‘000
‘000
Number of shares
Weighted average number of ordinary shares for the
purpose of basic loss per share
2,543,369
1,704,999

The computation of diluted loss per share for the six months ended 30 June 2013 and 2012 does not assume the exercise of the Company’s share options as it would reduce loss per share.

SIM TECHNOLOGY GROUP LIMITED INTERIM REPORT 2013

31

INTERIM FINANCIAL STATEMENTS

10. MOVEMENTS IN INVESTMENT PROPERTIES, PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS

The fair value of the Group’s investment properties at 30 June 2013 and 31 December 2012 have been arrived at on the basis of a valuation carried out on that date by Vigers Appraisal & Consulting Limited, independent qualifi ed professional valuers not related to the Group. The valuation was arrived at by reference to the discounted cash fl ow projections based on estimates of future cash fl ows, supported by the terms of existing lease and reasonable and supportable assumptions that represent what knowledgeable willing parties would assume about rental income for future leases in the light of current conditions, using discount rates that refl ect current market assessments of the uncertainty in the amount and timing of cash

The fair value of investment properties as at 30 June 2013 is HK$312,885,000 (31 December 2012: HK$291,575,000) and no fair value changes have been recognised directly in profi t or loss for the six months ended 30 June 2013 (six months ended 30 June 2012: fair value gain of HK$10,905,000).

During the six months ended 30 June 2013, certain previously self-used premises of the buildings of the Group have been rented out to independent third parties. Accordingly the carrying amounts of the building of HK$4,414,000 with fair value of HK$9,140,000 and carrying amounts of land use rights of HK$2,367,000 with fair value of HK$8,672,000 are transferred to investment properties of the Group. The fair value at the date of transfer have been arrived at on the basis of a valuation carried out by Vigers Appraisal & Consulting Limited.

The fair values of the investment properties were determined by reference to the capitalised income to be derived from existing tenancies and the reversionary income potential of the properties or where appropriate, by reference to the market evidence of transaction prices for similar properties in the same locations and conditions.

During the period, additions to the Group’s property, plant and equipment amounted to HK$17,635,000 (six months ended 30 June 2012: HK$79,210,000).

During the period, additions to the Group’s intangible assets amounted to HK$48,288,000 (six months ended 30 June 2012: HK$82,998,000) including addition to development costs of HK$46,103,000 (six months ended 30 June 2012: HK$80,183,000) for development projects on the products.

32 SIM TECHNOLOGY GROUP LIMITED INTERIM REPORT 2013

INTERIM FINANCIAL STATEMENTS

11. INTEREST IN AN ASSOCIATE

During the six months ended 30 June 2013, the Group invested in 30% equity interest of Xian Helicopter Co., Ltd., a company registered in the PRC, at a cash consideration of RMB24,000,000 (or equivalent to HK$30,000,000). The principal activity of the associate is provision of industrial use helicopter services in the PRC. As at the date of issuance of the condensed consolidated fi nancial statements, the fair value assessments of certain underlying assets and liabilities of the associate had not been fi nalised and thus, the initial accounting for the aforesaid acquisition of equity interest in the associate has been determined provisionally and no goodwill or gain on bargain purchase has been recognised in the condensed

12. DEFERRED TAXATION

The followings are the major deferred tax (liabilities) assets recognised by the Group and the movement thereon during the current period:

Revaluation
of buildings,
Write-down
land use
Development
of inventories
rights and
cost
and trade
investment
capitalised
receivables
properties
Total
HK$’000
HK$’000
HK$’000
HK$’000
At 31 December 2012 (audited)
Exchange differences
(Charge) credit to prof t or loss (note 6)
Charge to properties revaluation reserve
At 30 June 2013 (unaudited)
(6,910)
21,100
(40,334)
(26,144)
(84)
233
(483)
(334)
943
4,312

5,255


(2,758)
(2,758)
(6,051)
25,645
(43,575)
(23,981)

SIM TECHNOLOGY GROUP LIMITED INTERIM REPORT 2013

33

INTERIM FINANCIAL STATEMENTS

The following is the analysis of the deferred tax balances for fi nancial reporting purposes:

30 June
31 December
2013
2012
HK$’000
HK$’000
Deferred tax assets
Deferred tax liabilities
25,645
21,100
(49,626)
(47,244)
(23,981)
(26,144)

13. ENTRUSTED LOAN RECEIVABLES

As at 30 June 2013, the Group had entered into two entrusted loan arrangements with fi nancial institution, in which the fi nancial institution acts as an agent and the Group acted as the lender to provide funding to a specifi ed borrower. The entrusted loan receivables will be matured in April 2015. Details of the entrusted loan receivables are disclosed in the announcement dated on 23 April 2013.

14. TRADE RECEIVABLES AND NOTES RECEIVABLES

The normal credit period given on sale of goods relating to handsets and solutions, display modules and wireless communication modules is 0 – 90 days. A longer period is granted to a few customers with whom the Group has a good business relationship and which are in sound fi nancial condition. There is no credit given to sales of properties.

The following is an aged analysis of trade receivables, net of allowance for bad and doubtful debts, as well as notes receivables presented based on the invoice dates at the end of the reporting period, which approximated the revenue recognition dates:

34 SIM TECHNOLOGY GROUP LIMITED INTERIM REPORT 2013

INTERIM FINANCIAL STATEMENTS

30 June
31 December
2013
2012
HK$’000
HK$’000
243,789
338,542
36,467
4,361
3,702
4,452
12,738
9,855
29,703
21,529
326,399
378,739
(26,093)
(12,640)
300,306
366,099
57,045
62,606
11,537
2,140

2,525
6,093
4,231
74,675
71,502

Note: Notes receivables represent the promissory notes issued by banks received from the customers.

15. OTHER CURRENT FINANCIAL LIABILITIES

Trade payables (other than for the construction of properties held for sale) principally comprise amounts outstanding for trade purchases. The normal credit period taken for trade purchases is 30 – 90 days.

Trade payables and accrued expenditure on construction of properties held for sale comprise construction costs and other project-related expenses which are payable based on project progress measured by the Group.

An aged analysis of the Group’s trade payables at the end of the reporting period presented based on the invoice date is as follows:

SIM TECHNOLOGY GROUP LIMITED INTERIM REPORT 2013

35

INTERIM FINANCIAL STATEMENTS

30 June
31 December
2013
2012
HK$’000
HK$’000
0 – 30 days
31 – 60 days
61 – 90 days
Over 90 days
257,998
279,256
12,460
29,518
965
24,518
55,521
40,877
326,944
374,169

16. BANK BORROWINGS

During the period, the Group obtained new short-term bank borrowings with total amount of HK$230,927,000 (six months ended 30 June 2012: HK$219,582,000). The bank borrowings bear interest at fi xed rates ranging from 1.3% to 3.3% per annum (31 December 2012: 1.3% to 3.3% per annum) and are repayable within one year. The proceeds were used to meet short-term expenditure needs.

17. SHARE CAPITAL

Number
Share
of shares
capital
‘000
HK$’000
Ordinary shares of HK$0.1 each
Authorised:
At 1 January 2013 and 30 June 2013
Issued:
At 1 January 2013
Issue of shares (note)
At 30 June 2013
3,000,000
300,000
1,704,999
170,500
852,500
85,250
2,557,499
255,750

Note: On 4 January 2013, the Company allotted and issued 852,499,500 shares by way of Rights Issue for a cash consideration of HK$170,500,000. The cash proceeds was received by the Company during the year ended 31 December 2012. The new shares issued rank pari passu in all respects with the existing shares in issue.

36 SIM TECHNOLOGY GROUP LIMITED INTERIM REPORT 2013

INTERIM FINANCIAL STATEMENTS

18. IMPAIRMENT ASSESSMENT ON PROPERTY, PLANT AND EQUIPMENT, LAND USE RIGHTS AND INTANGIBLE ASSETS

For the purpose of impairment testing, property, plant and equipment, land use rights and intangible assets have been allocated to the following cash generating units (“CGUs”) respectively. The carrying amounts of property, plant and equipment, land use rights and intangible assets as at 30 June 2013 and 31 December 2012 allocated to these units are as follows:

Sale of handsets
Sale of
and solutions
display modules
Total
30 June31 December
30 June31 December
30 June31 December
2013
2012
2013
2012
2013
2012
HK$’000
HK$’000
HK$’000
HK$’000
HK$’000
HK$’000
Property, plant and
equipment
Land use rights
Intangible assets including:
– licenses fee
– development costs
Total assets allocated
to CGU
251,701
312,534
65,410
106,132
317,111
418,666
26,662
48,432
2,016
7,366
28,678
55,798
5,139
6,493


5,139
6,493
27,189
43,983


27,189
43,983
310,691
411,442
67,426
113,498
378,117
524,940

Management of the Group consider cash fl ow projections which were prepared based on fi nancial budgets covering respective period of property, plant and equipment, land use rights and intangible assets as at 30 June 2013. At the same time, management also appointed independent professional valuer to assess the fair value of all the property, plant and equipment and land use rights allocated to these two CGUs. The recoverable amounts of the assets are the higher of the fair value less costs to sell and value in use based on cash fl ow projections. By reference to these two methodology, management considered that fair value less costs to sell is higher than the value in use of property, plant and equipment and land use rights and thus fair value less costs to sell is used during the current interim period for the impairment testing of these two classes of assets.

SIM TECHNOLOGY GROUP LIMITED INTERIM REPORT 2013

37

INTERIM FINANCIAL STATEMENTS

Sale of handsets and solutions

In view of the operating loss experienced by the Group in the sale of handsets and solutions segment, the directors of the Company conducted an impairment review on the carrying values of the relevant assets based on their fair values less costs to sell. The fair values of the relevant assets at the end of the reporting period were based on the valuation performed by an independent professional valuer. As the carrying amounts of the relevant assets as at 30 June 2013 exceeded the recoverable amount, an impairment loss in respective of property, plant and equipment of HK$12,259,000 (six months ended 30 June 2012: nil) was recognised to profi t or loss, respectively.

For the purpose of impairment testing of development costs allocating to sale of handsets and solutions CGU, the carrying amount of each development project was compared with the recoverable amount of each individual project. The recoverable amount of each project has been determined based on a value in use calculation. The calculation uses cash fl ow projections based on signed sales contracts of respective projects. During the six months ended 30 June 2013, an impairment loss in respect of development costs of HK$5,643,000 (six months ended 30 June 2012: nil) was recognised to profi t or loss.

Sale of display modules

In view of the operating loss experienced by the Group in the sale of display modules segment, the directors of the Company conducted an impairment review on the carrying values of the relevant assets based on their fair values less costs to sell. The fair values of the relevant assets at the end of the reporting period were based on the valuation performed by an independent professional valuer. As the recoverable amounts of the relevant assets as at 30 June 2013 exceeded the carrying amount, no impairment loss on the relevant assets was recognised (six months ended 30 June 2012: nil).

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38

INTERIM FINANCIAL STATEMENTS

19. OPERATING LEASE ARRANGEMENT

The Group as lessee

At the end of the reporting period, the Group had commitments for future minimum lease payments under non-cancellable operating leases which fall due as follows:

30 June
31 December
2013
2012
HK$’000
HK$’000
Within one year
In the second to f fth year inclusive
3,086
3,056
38
514
3,124
3,570

The Group as lessor

At the end of the reporting period, the Group had contracted with tenants for the following future minimum lease payments:

30 June
31 December
2013
2012
HK$’000
HK$’000
Within one year
In the second to f fth year inclusive
After f ve years
22,130
19,961
40,406
33,544
11,949
7,358
74,485
60,863
COMMITMENTS 30 June
31 December
2013
2012
HK$’000
HK$’000
Expenditure contracted for but not provided in
the condensed consolidated f nancial statements
in respect of:
– properties under development for sale
– land use rights
125,651
61,251
7,590

20. COMMITMENTS

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39

INTERIM FINANCIAL STATEMENTS

21. MAJOR NON-CASH TRANSACTION

During the six months ended 30 June 2013, the Company allotted and issued 852,499,500 shares by way of Rights Issue to its shareholders. Proceeds from the Rights Issue was received during the year ended 31 December 2012.

The purchase consideration of property, plant and equipment amounting to HK$4,236,000 (31 December 2012: HK$31,513,000) remained unsettled and included in other payables, deposits received and accruals as at 30 June 2013.

22. RELATED PARTY TRANSACTIONS

The remuneration of key management during the period was as follows:

Six months ended 30 June
2013
2012
HK$’000
HK$’000
Short term benef ts
Post-employment benef ts
Share based payments
4,747
1,977
118
72
885
867
5,750
2,916

23. EVENT AFTER THE REPORTING PERIOD

On 19 July 2013, the Company granted share options (the “Share Options”) to the employees and consultants of the Company (the “Grantees”) pursuant to the Company’s share option scheme adopted by the Company on 30 May 2005, subject to acceptance by the Grantees. The Share Options entitle the Grantees to subscribe for a total of 63,000,000 share options at an exercise price of HK$0.346 per share, and each option shall entitle the holder to subscribe for one share. As at the date of this report, the directors of the Company are in the process of estimating the fair value of the Share Options granted.

40 SIM TECHNOLOGY GROUP LIMITED INTERIM REPORT 2013

OTHER INFORMATION

DIRECTORS’ AND CHIEF EXECUTIVES’ INTERESTS AND SHORT POSITIONS IN SHARES

At 30 June 2013, the interests and short positions of the Directors and chief executives of the Company in the shares, underlying shares and debentures of the Company or any of its associated corporation (within the meaning of Part XV of the Securities and Futures Ordinance (CAP 571, Laws of Hong Kong) (“SFO”)), as recorded in the register maintained by the Company pursuant to Section 352 of the SFO, or as otherwise notifi ed to the Company and The Stock Exchange of Hong Kong Limited (“Stock Exchange”) pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (“Model Code”) as set out in Appendix 10 to the Rules Governing the Listing of Securities on the Stock Exchange (“Listing Rules”), were as follows:

Interests in the shares and underlying shares of the Company and the shares of associated corporations of the Company

Name of
Ordinary
Underlying
Name of director
corporation
Nature of interest
shares
shares
Approximate
percentage of
interest in
Total the corporation
(Note 3)
Mr Wong Cho Tung
Company
Corporate interest (Note 1)
1,177,902,000

Company
Personal interest
3,098,000

Subtotal
Info Dynasty Group
Personal Interest
1,000

Limited (“Info Dynasty”)
Ms Yeung Man Ying
Company
Corporate interest (Note 2)
703,675,000

Company
Personal interest
3,418,000

Info Dynasty
Personal Interest
1,000

Mr Zhang Jianping
Company
Personal interest
7,296,000
11,115,000
Ms Tang Rongrong
Company
Personal interest

4,446,000
Mr Chan Tat Wing
Company
Personal interest

5,967,000
Richard
Mr Liu Hong
Company
Personal interest

1,446,120
1,177,902,000
46.06%
3,098,000
0.12%
1,181,000,000
46.18%
1,000
49.95%
703,675,000
27.51%
3,418,000
0.13%
707,093,000
27.65%
1,000
49.95%
18,411,000
0.72%
4,446,000
0.17%
5,967,000
0.23%
1,446,120
0.06%

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41

OTHER INFORMATION

Notes:

  1. Mr Wong Cho Tung (“Mr Wong”) controls more than one-third of the voting power of Info Dynasty. Mr Wong is therefore deemed to be interested in all the 703,675,000 shares held by Info Dynasty in the Company by virtue of Part XVof the SFO. Intellipower Investments Limited (“Intellipower”) and Simcon Limited (“Simcon (BVI)”) were wholly-owned by Mr Wong and he is therefore deemed to be interested in all the 454,227,000 shares and the 20,000,000 shares respectively held by Intellipower and Simcon (BVI) in the Company by virtue of Part XV of the SFO.

  2. Ms Yeung Man Ying (“Mrs Wong”), the spouse of Mr Wong, controls more than one-third of the voting power of Info Dynasty. Mrs Wong is therefore deemed to be interested in all the 703,675,000 shares held by Info Dynasty in the Company by virtue of Part XV of the SFO.

  3. Calculation of percentage of interest in the Company is based on the issued share capital of 2,557,498,500 shares of the Company as at 30 June 2013.

Save as disclosed above, as at 30 June 2013, none of the Directors or chief executive of the Company or their associates had any interests or short positions in the shares, whether benefi cial or non-benefi cial, underlying shares and debentures of the Company or any of its associated corporations as recorded in the register required to be kept under Section 352 of the SFO, or as otherwise notifi ed to the Company and the Stock Exchange pursuant to the Model Code.

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OTHER INFORMATION

SUBSTANTIAL SHAREHOLDERS OR OTHER PERSONS’ INTEREST

At 30 June 2013, the interests and short positions of persons (other than Directors or chief executives of the Company) in the shares and underlying shares of the Company as recorded in the register required to be maintained by the Company pursuant to section 336 of the SFO were as follows:

Approximate
percentage of
Total number of interest in
Name of shareholder Nature of interest ordinary shares the Company
(Note 1)
Info Dynasty (Note 2) Personal interest 703,675,000 27.51%
Intellipower (Note 3) Personal interest 454,227,000 17.76%

Notes:

  1. Calculation of percentage of interest in the Company is based on the issued share capital of 2,557,498,500 shares of the Company as at 30 June 2013.

  2. The relationship between Info Dynasty and Mr Wong and the relationship between Info Dynasty and Mrs Wong is disclosed under the paragraph headed “ Directors and Chief Executives’ Interests and Short Position in Shares” above.

  3. The relationship between Intellipower and Mr Wong is disclosed under the paragraph headed “Directors and Chief Executives’ Interests and Short Positions in Shares”.

Save as disclosed above, as at 30 June 2013, there is no other substantial shareholder or person (other than a Director of chief executive of the Company) had interests or short positions in the shares, underlying shares of the Company which are required to be recorded in the register required to be kept by the Company under section 336 of the SFO.

SHARE OPTIONS

The Company granted share options under the Pre-IPO Share Option Scheme adopted by the Company on 30 May 2005 and Post-IPO Share Option Scheme adopted on 30 May 2005.

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43

OTHER INFORMATION

Details of the options under Pre-IPO Share Option Scheme and Post-IPO Share Option Scheme granted to certain Directors and employees of the Group and movements in such holdings were illustrated below:

Name of share
Category ofparticipants
option scheme
Date ofgrant
Adjustment
Outstanding at during the period
Lapsed during
Outstanding at
1 January 2013
(Note 7)
theperiod
30 June 2013
Directors
Mr Zhang Jianping
Pre-IPO
30.5.2005
Post-IPO
28.3.2008
Post-IPO
3.9.2009
Ms Tang Rongrong
Post-IPO
28.3.2008
Post-IPO
3.9.2009
Mr Chan Tat Wing
Pre-IPO
30.5.2005
Richard
Post-IPO
28.3.2008
Post-IPO
3.9.2009
Mr Liu Hong
Post-IPO
13.11.2007
(Appointed on
Post-IPO
28.3.2008
1 March 2013)
Post-IPO
3.9.2009
Employees of the
Pre-IPO
30.5.2005
Group
Post-IPO
12.5.2006
Post-IPO
13.11.2007
Post-IPO
28.3.2008
Post-IPO
3.9.2009
1,500,000
255,000

1,755,000
500,000
85,000

585,000
7,500,000
1,275,000

8,775,000
800,000
136,000

936,000
3,000,000
510,000

3,510,000
500,000
85,000

585,000
1,600,000
272,000

1,872,000
3,000,000
510,000

3,510,000
100,000
17,000

117,000
336,000
57,120

393,120
800,000
136,000

936,000
19,636,000
3,338,120

22,974,120
1,057,000
179,690
(410,670)
826,020
3,145,000
534,650
(731,250)
2,948,400
4,209,000
715,530
(521,235)
4,403,295
13,236,000
2,250,120
(1,572,480)
13,913,640
36,500,000
6,205,000
(1,921,725)
40,783,275
77,783,000
13,223,110
(5,157,360)
85,848,750

SIM TECHNOLOGY GROUP LIMITED INTERIM REPORT 2013

44

OTHER INFORMATION

Notes:

  1. In relation to each grantee of the options granted on 30 May 2005 under the Pre-IPO Share Option Scheme, 25% of the options vested during the period from 1 April 2006 to 31 December 2006 and in each of the three calendar years from 1 January 2007 to 31 December 2009. The adjusted exercise price per share is HK$0.87 and the exercise period is 1 April 2006 to 29 May 2015.

  2. In relation to each grantee of the options granted on 12 May 2006 under the Post-IPO Share Option Scheme, 25% of the options vested in each of the four calendar years from 1 January 2007. The adjusted exercise price per share is HK$3.14 and the exercise period is 1 January 2007 to 11 May 2016.

  3. In relation to each grantee of the options granted on 13 November 2007 under the Post-IPO Share Option Scheme, 25% of the options vested in each of the four calendar years from 1 April 2008. The adjusted exercise price per share is HK$1.40 and the exercise period is 1 April 2008 to 12 November 2017.

  4. In relation to each grantee of the options granted on 28 March 2008 under the Post-IPO Share Option Scheme, 25% of the options vested in each of the four calendar years from 15 April 2009. The adjusted exercise price per share is HK$0.69 and the exercise period is 15 April 2009 to 27 March 2018.

  5. In relation to each grantee of the options granted on 3 September 2009 under the Post-IPO Share Option Scheme, 25% of the options vested in each of the four calendar years from 15 April 2010. The adjusted exercise price per share is HK$0.68 and the exercise period is 15 April 2010 to 2 September 2019.

  6. There was no share option exercised or granted during the reporting period.

  7. Upon completion of the rights issue on 4 January 2013, adjustments were made to the exercise price and number of the share options to subscribe for shares granted pursuant to the Pre-IPO Share Option Scheme and the Post-IPO Share Option Scheme.

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45

OTHER INFORMATION

Other than as disclosed above, at no time during 1H-2013 was the Company or any of its subsidiaries a party to any arrangements that enable the Directors or the chief executive of the Company to acquire benefi ts by means of acquisition of shares in, or debt securities (including debentures) of, the Company or any other body corporate and save as disclosed in this report, none of the Directors, the chief executive, their spouses or children under the age of 18, had any right to subscribe for securities of the Company, or had exercise any such right during 1H-2013.

PURCHASE, SALE OR REDEMPTION OF SHARES

During 1H-2013, neither the Company nor any of its subsidiaries has purchased, redeemed or sold any of the Company’s listed securities during the reporting period.

CORPORATE GOVERNANCE CODE

Save as mentioned below, the Company has complied with the code provisions laid down in the Corporate Governance Code (“Corporate Governance Code”) as set out in Appendix 14 to Listing Rules for 1H-2013.

In respect of code provisions A.5.1 to A.5.4 of the Corporate Governance Code, the Company does not have a nomination committee. At present, the Company does not consider it necessary to have a nomination committee as the full Board is responsible for reviewing the structure, size and composition of the Board and the appointment of new Directors from time to time to ensure that it has a balanced composition of skills and experience appropriate for the requirements of the businesses of the Company, and the Board as a whole is also responsible for assessing the independence of the independent non-executive Directors and reviewing the succession plan for the Directors, in particular the chairman of the Board.

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46

OTHER INFORMATION

According to the code provision E.1.2 of the Corporate Governance Code, the chairman of the Board shall attend the annual general meeting of the Company and arrange for the chairmen of the audit, remuneration and nomination committees (as appropriate) or in the absence of the chairman of such committees, another member of the committee or failing this his duly appointed delegate, to be available to answer questions at the annual general meeting.

At the annual general meeting of the Company held on 28 May 2013 (“2013 AGM”), Ms Yeung Man Ying, the chairman of the Board, was unable to attend due to unexpected business engagement. Mr Chan Tat Wing, Richard, an executive Director and the chief fi nance offi cer of the Group, chaired the 2013 AGM on behalf of the chairman of the Board pursuant to the bye-laws of the Company and was available to answer questions. Mr Liu Hing Hung, an independent nonexecutive Director and the chairman of the Remuneration Committee and the Audit Committee, was also available at the 2013 AGM to answer questions from shareholders of the Company.

COMPLIANCE WITH THE MODEL CODE

The Company has adopted the Model Code as set out in Appendix 10 to the Listing Rules as its own code for securities transactions. All Directors have confi rmed, following specifi c enquiry by the Company with all the Directors, that they have fully complied with the required standard as set out in the Model Code for 1H-2013.

AUDIT COMMITTEE

The audit committee of the Company (“Audit Committee”) has reviewed with management the accounting principles and practice adopted by the Group and reviewed the unaudited condensed consolidated fi nancial statements of the Group for the six months ended 30 June 2013. In addition, the condensed consolidated fi nancial statements of the Group for the six months ended 30 June 2013 have been reviewed by our auditor, Messrs. Deloitte Touche Tohmatsu, and an unqualifi ed review report was issued. The Audit Committee comprises the three independent non-executive Directors.

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47

CORPORATION INFORMATION

BOARD OF DIRECTORS

REGISTERED OFFICE

Executive Directors

Ms YEUNG Man Ying (Chairman) Mr WONG Cho Tung Mr ZHANG Jianping Mr WONG Hei, Simon (Resigned on 21 January 2013) Ms TANG Rongrong Mr CHAN Tat Wing, Richard Mr LIU Hong (appointed on 1 March 2013)

Independent non-executive Directors Mr LIU Hing Hung Mr XIE Linzhen Mr DONG Yunting

Clarendon House 2 Church Street Hamilton HM11 Bermuda

HEAD OFFICE AND PRINCIPAL PLACE OF BUSINESS IN HONG KONG

Unit 2908, 29th Floor 248 Queen’s Road East Wanchai Hong Kong

PRINCIPAL SHARE REGISTRAR AND TRANSFER OFFICE

AUDIT COMMITTEE

Mr LIU Hing Hung (Chairman) Mr XIE Linzhen Mr DONG Yunting

REMUNERATION COMMITTEE

Mr LIU Hing Hung (Chairman) Mr XIE Linzhen Mr DONG Yunting Mr WONG Cho Tung

COMPANY SECRETARY

Ms WONG Tik

AUDITORS

Butterfield Fund Services (Bermuda) Limited Rosebank Centre 11 Bermudiana Road Pembroke Bermuda

HONG KONG BRANCH SHARE REGISTRAR AND TRANSFER OFFICE

Computershare Hong Kong Investor Services Limited Shops 1712-16, 17th Floor Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong

Deloitte Touche Tohmatsu

WEBSITE ADDRESS

LEGAL ADVISER AS TO HONG KONG LAW

LEUNG & LAU, Solicitors

http://www.sim.com

PRINCIPAL BANKERS

STOCK CODE

Hang Seng Bank Limited Bank of Communications Shanghai Pudong Development Bank

2000

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48