ZO Future Group - Annual Report 2012

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

==> picture [61 x 93] intentionally omitted <==

BIRMINGHAM INTERNATIONAL HOLDINGS LIMITED 伯明翰環球控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2309)

ANNOUNCEMENT OF FINAL RESULTS FOR THE YEAR ENDED 30 JUNE 2012

The board of directors (the “Board”) of Birmingham International Holdings Limited (the “Company”) is pleased to announce the audited consolidated results of the Company together with its subsidiaries (the “Group”) for the year ended 30 June 2012, together with last year comparative figures set out as follows:

CONSOLIDATED STATEMENT OF COMpREHENSIvE INCOME

For the year ended 30 June 2012

Notes Turnover 4 Operating expenses Profit from operations before amortisations Other revenue and net gains Profit on sales of players’ registrations Impairment loss on property, plant and equipment Impairment loss on intangible assets Impairment loss on goodwill Impairment loss on other receivables Impairment loss on amounts due from related companies Amortisation of intangible assets Administrative and other expenses Finance costs 6 Profit/(loss) before taxation 7 Income tax credit 8 Profit/(loss) for the year Exchange differences on translation of financial statements of overseas subsidiary and total other comprehensive expenses for the year Total comprehensive income/(expenses) for the year	2012 *HK$’000* 489,887 (447,607) 42,280 3,110 266,693 — (26,554) — — (921) (68,687) (50,923) (21,310) 143,688 — 143,688 311 143,999	2011 HK$’000 781,366 (711,389) 69,977 3,820 7,259 (10,213) (566,692) (23,574) (6,488) (3,672) (165,616) (76,137) (13,266) (784,602) 153,783 (630,819) 26,783 (604,036)

— 1 —

Notes profit/(loss) for the year attributable to: Owners of the Company Non-controlling interests Total comprehensive income/(expenses) attributable to: Owners of the Company Non-controlling interests Earnings/(loss) per share 10 — Basic and diluted (HK cents)	2012 *HK$’000* 136,911 6,777 143,688 137,212 6,787 143,999 3.52	2011 HK$’000 (612,054) (18,765) (630,819) (586,193) (17,843) (604,036) (18.27)

— 2 —

CONSOLIDATED STATEMENT OF FINANCIAL pOSITION

At 30 June 2012

Notes Non-current assets Property, plant and equipment Intangible assets Goodwill Prepayments Current assets Inventories Trade receivables 11 Deposits, prepayments and other receivables Amounts due from related companies Cash held at non-bank financial institutions Cash and cash equivalents Current liabilities Transfer fee payables Trade payables 12 Accruals and other payables Deferred capital grants Amounts due to directors Deferred income Income tax payable Borrowings Net current liabilities Total assets less current liabilities	2012 *HK$’000* 277,389 71,257 — 5,753 354,399 2,374 129,091 19,350 1,317 1 72,604 224,737 38,687 28,302 87,296 690 5,198 28,379 418 105,083 294,053 (69,316) 285,083	2011 HK$’000 298,649 246,344 — 14,599 559,592 2,331 15,559 23,032 1,317 17,533 7,966 67,738 114,283 41,639 81,521 711 5,765 37,625 418 172,181 454,143 (386,405) 173,187

— 3 —

Notes Non-current liabilities Transfer fee payables Other payables Deferred capital grants Amounts due to directors Borrowings Deferred tax liabilities NET ASSETS/(LIABILITIES) Capital and reserves Share capital 13 Reserves Equity attributable to owners of the Company Non-controlling interests TOTAL EQUITY	2012 *HK$’000* 7,316 4,021 21,838 179,819 7,219 43,236 263,449 21,634 38,878 (19,343) 19,535 2,099 21,634	2011 HK$’000 26,342 16,319 23,189 177,098 8,103 44,501 295,552 (122,365) 38,878 (156,555) (117,677) (4,688) (122,365)

— 4 —

NOTE TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. GENERAL

The Company was incorporated in the Cayman Islands as an exempted company with limited liability and its shares are listed on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”). Trading in the shares of the Company have been suspended from trading since 30 June 2011.

The functional currency of the Company and its subsidiaries (collectively referred to as the “Group”) is Hong Kong dollars (“HK$”) and for those subsidiaries established in the United Kingdom (“U.K.”) is Great Britain Pounds (“GBP”). The consolidated financial statements are presented in Hong Kong dollars (“HK$”) for the convenience of users of the consolidated financial statements as the Company is listed in Hong Kong.

The principal activity of the Company is investment holding and its subsidiaries are mainly engaged in professional football operation, apparel sourcing and trading and entertainment and media services.

2. BASIS OF pREpARATION

For the year ended 30 June 2012, the Group generated profits of approximately HK$143,999,000, which is mainly attributed to the sales of player’s registration of approximately HK$266,693,000. Profits generated from the sales of player’s registrations are non-recurring and despite this the Group had net current liabilities of approximately HK$69,316,000 as at 30 June 2012. The condition indicates the existence of a material uncertainty which may cast significant doubt on the Group’s ability to continue as a going concern and therefore that it may be unable to realise its assets and discharge its liability in the normal course of business. Nevertheless, the directors of the Company are of the opinion that the Group will have sufficient working capital to meet its financial obligations as and when they fall due for the next twelve months from 30 June 2012 giving that the directors of the Company will consider different sources of financing being available.

Accordingly, the directors of the Company are of the opinion that it is appropriate to prepare the consolidated financial statements on a going concern basis. Should the Group be unable to continue to operate as a going concern, adjustments would have to be made to the consolidated financial statements to write down the value of assets to their recoverable amounts, to provide for further liabilities which might arise and to reclassify non-current assets and non-current liabilities as current assets and current liabilities respectively. The effect of these adjustments has not been reflected in the consolidated financial statements.

3. ADOpTION OF HONG KONG FINANCIAL REpORTING STANDARDS (“HKFRSs”)

In the current year, the Group has applied a number of amendments and interpretations issued by the Hong Kong Institute of Certified Public Accountants (the “HKICPA”) that are mandatorily effective for accounting periods beginning on 1 July 2011.

The application of those amendments and interpretations in the current year has had no material effect on the amounts reported in these consolidated financial statements and/or disclosures set out in the consolidated financial statements.

— 5 —

New and revised HKFRSs issued but not yet effective

The Group has not early applied the following new and revised HKFRSs that have been issued but are not yet effective:

Amendments to HKFRSs	Annual Improvements to HKFRSs 2009	to 2011 Cycle	to 2011 Cycle	to 2011 Cycle	to 2011 Cycle	1
Amendments to HKFRS 1	Government Loans 1
Amendments to HKFRS 7	Disclosures — Offsetting Financial Assets and			Financial
	Liabilities 1
Amendments to HKFRS 9 and	Mandatory Effective Date of HKFRS 9	and Transition
HKFRS 7	Disclosures 2
Amendments to HKFRS 10,	Consolidated Financial Statements, Joint Arrangements and
HKFRS 11 and HKFRS 12	Disclosure of Interests in Other Entities: Transition Guidance							1
HKFRS 9	Financial Instruments 2
HKFRS 11	Joint Arrangements 1
HKFRS 12	Disclosure of Interests in Other Entities	1
HKFRS 13	Fair Value Measurement 1
Amendments to Hong Kong	Presentation of Items of Other Comprehensive Income					3
Accounting Standard (“HKAS”) 1
Amendments to HKAS 12	Deferred tax — Recovery of Underlying Assets			5
Amendments to HKAS 32	Offsetting Financial Assets and Financial Liabilities				4
HKAS 19 (Revised 2011)	Employee Benefits 1
HKAS 27 (Revised 2011)	Separate Financial Statements 1
HKAS 28 (Revised 2011)	Investments in Associates and Joint Ventures		1
HK(IFRIC)* — INT 20	Stripping Costs in the Production Phase	of a	Surface Mine				1
1 Effective for annual periods beginning on or after 1 January 2013.
2 Effective for annual periods beginning on or after 1 January 2015.
3 Effective for annual periods beginning on or after 1 July 2012.
4 Effective for annual periods beginning on or after 1 January 2014.
5 Effective for annual periods beginning on or after 1 January 2012.

IFRIC represents the IFRS Interpretations Committee.

— 6 —

HKFRS 9 Financial Instruments

HKFRS 9 issued in 2009 and amended in 2010 introduces new requirements for the classification and measurement of financial assets and financial liabilities and for derecognition.

Key requirements of HKFRS 9 are described as follows:

HKFRS 9 requires all recognised financial assets that are within the scope of HKAS 39 “Financial Instruments: Recognition and Measurement” to be subsequently measured at amortised cost or fair value. Specifically, debt investments that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments of principal and interest on the principal outstanding are generally measured at amortised cost at the end of subsequent accounting periods. All other debt investments and equity investments are measured at their fair values at the end of subsequent reporting periods. In addition, under HKFRS 9, entities may make an irrevocable election to present changes in the fair value of an entity investment (that is not held-for-trading) in other comprehensive income, with only dividend income generally recognised in profit or loss.
The most significant effect of HKFRS 9 regarding the classification and measurement of financial liabilities relates to the presentation for changes in fair value of a financial liability (designated as at fair value through profit or loss) attributable to changes in the credit risk of that liability. Specially, under HKFRS 9, for financial liabilities that are designated as at fair value through profit or loss, the amount of change in the fair value of the financial liability that is attributable to changes in the credit risk of that liability is presented in other comprehensive income, unless the recognition of the effects of changes in the liability’s credit risk in other comprehensive income would create or enlarge an accounting mismatch in profit or loss. Changes in fair value attributable to a financial liability’s credit risk are not subsequently reclassified to profit or loss. Previously, under HKAS 39, the entire amount of the change in the value of the financial liability designated as at fair value through profit or loss was presented in profit or loss.

HKFRS 9 is effective for annual periods beginning on or after 1 January 2013, with earlier application permitted.

The directors of the Company anticipate that the adoption of HKFRS 9 in the future is not expected to have a significant impact on the amounts reported in respect of the Group’s financial assets and financial liabilities. The directors of the Company are in the process of assessing the impact on application of HKFRS 9.

— 7 —

New and revised standards on consolidation, joint arrangements, associates and disclosures

In June 2011, a package of five standards on consolidation, joint arrangements, associates and disclosures was issued, including HKFRS 10, HKFRS 11, HKFRS 12, HKAS 27 (Revised 2011) and HKAS 28 (Revised 2011).

Key requirements of these five standards are described below.

HKFRS 10 replaces the parts of HKAS 27 “Consolidated and Separate Financial Statements” that deal with consolidated financial statements. HK(SIC)-Int 12 “Consolidation — Special Purpose Entities” will be withdrawn upon the effective date of HKFRS 10. Under HKFRS 10, there is only one basis for consolidation, that is, control. In addition, HKFRS 10 includes a new definition of control that contains three elements: (a) power over an investee, (b) exposure, or rights, to variable returns from its involvements with the investee, and (c) ability to use its power over the investee to affect the amount of the investor’s returns. Extensive guidance has been added in HKFRS 10 to deal with complex scenarios.

HKFRS 11 replaces HKAS 31 “Interests in Joint Ventures”. HKFRS 11 deals with how a joint arrangement of which two or more parties have joint control should be classified. HK(SIC)-Int 13 “Jointly Controlled Entities — Non-Monetary Contributions by Venturers” will be withdrawn, upon the effective date of HKFRS 11. Under HKFRS 11, joint arrangement are classified as joint ventures and joint operations depending on the rights and obligations of the parties to the arrangements. In contrast, under HKAS 31,there are three types of joint arrangements: jointly controlled entities, jointly controlled assets and jointly controlled operations. In addition, joint ventures under HKFRS 11 are required to be accounted for using the equity method of accounting,whereas jointly controlled entities under HKAS 31 can be accounted for using the equity method of accounting or proportionate consolidation.

HKFRS 12 is a disclosure standard and is applicable to entities that have interests in subsidiaries, joint arrangements, associates and/or unconsolidated structured entities. In general, the disclosure requirements in HKFRS12 are more extensive than those in the current standards.

These five standards are effective for annual periods beginning on or after 1 January 2013. Earlier application is permitted provided that all of these five standards are applied early at the same time.

The directors of the Company anticipate that these standards will be adopted in the Group’s consolidated financial statements for annual period beginning 1 July 2013 and are in the process of assessing the impact on application of these standards.

— 8 —

Amendments to HKFRS 10, HKFRS 12 and HKAS 27 Investment Entities

The amendments to HKFRS 10 introduce an exception to consolidating subsidiaries for an investment entity, except where the subsidiaries provide services that relate to the investment entity’s investment activities. Under the amendments to HKFRS 10, an investment entity is required to measure its interests in subsidiaries at fair value through profit or loss.

To qualify as an investment entity, certain criteria have to be met. Specifically, an entity is required to:

obtain funds from one or more investors for the purpose of providing them with professional investment management services;
commit to its investor(s) that its business purpose is to invest funds solely for returns from capital appreciation, investment income, or both; and
measure and evaluate performance of substantially all of its investments on a fair value basis.

Consequential amendments to HKFRS 12 and HKAS 27 have been made to introduce new disclosure requirements for investment entities.

The amendments to HKFRS 10, HKFRS 12 and HKAS 27 are effective for annual periods beginning on or after 1 January 2014, with early application permitted. The directors anticipate that the application of the amendments will have no effect on the Group as the Company is not an investment entity.

HKFRS 13 Fair value measurement

HKFRS 13 establishes a single source of guidance for fair value measurements and disclosures about fair value measurements. The standard defines fair value, establishes a framework for measuring fair value, and requires disclosures about fair value measurements. The scope of HKFRS 13 is broad; it applies to both financial instrument items and non-financial instrument items for which other HKFRSs require or permit fair value measurements and disclosures about fair value measurements, except in specified circumstances. In general, the disclosure requirements in HKFRS 13 are more extensive than those in the current standards. For example, quantitative and qualitative disclosures based on the threelevel fair value hierarchy currently required for financial instruments only under HKFRS 7 “Financial instruments: Disclosures” will be extended by HKFRS 13 to cover all assets and liabilities within its scope.

HKFRS 13 is effective for annual periods beginning on or after 1 January 2013, with earlier application permitted.

The directors of the Company anticipate that HKFRS13 will be adopted in the Group’s consolidated financial statements for the annual period beginning 1 July 2013 and are in the process of assessing the impact on application of HKFRS 13.

— 9 —

Amendments to HKAS 1 presentation of items of other comprehensive income

The amendments to HKAS 1 retain the option to present profit or loss and other comprehensive income in either a single statement or in two separate but consecutive statements. However, the amendments to HKAS 1 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 reclassified subsequently to profit or loss; and (b) items that may be reclassified subsequently to profit or loss when specific conditions are met. Income tax on items of other comprehensive income is required to be allocated on the same basis.

The amendments to HKAS 1 are effective for annual periods beginning on or after 1 July 2012. The presentation of items of other comprehensive income will be modified accordingly when the amendments are applied in the future accounting periods.

HKAS 19 (Revised 2011) Employee benefits

The amendments to HKAS 19 change the accounting for defined benefit plans and termination benefits. The most significant change relates to the accounting for changes in defined benefit obligations and plan assets. The amendments require the recognition of changes in defined benefit obligations and in the fair value of plan assets when they occur, and hence eliminate the “corridor approach”permitted under the previous version of HKAS 19.

The amendments require all actuarial gains and losses to be recognised immediately through other comprehensive income in order for the net pension asset or liability recognised in the consolidated statement of financial position to reflect the full value of the plan deficit or surplus.

The amendments to HKAS 19 are effective for annual periods beginning on or after 1 January 2013 and require retrospective application with certain exceptions. The directors anticipate that the amendments to HKAS 19 will be adopted in the Group’s consolidated financial statements for the annual period beginning 1 July 2013 and that the application of the amendments to HKAS 19 may have impact on amounts reported in respect of the Groups’ defined benefit plans. However, the directors have not yet performed a detailed analysis of the impact of the application of the amendments and hence have not yet quantified the extent of the impact.

The directors of the Company anticipate that the application of the other new and revised standards, amendments and interpretation will have no material impact on the consolidated financial statements.

— 10 —

4. TURNOvER

Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for estimated customer returns, rebates and other similar allowance and exclude value added tax or other sales related taxes and are analysed as follows:

Television Broadcasting Commercial income Matching receipts Service income from entertainment business	2012 *HK$’000* 259,020 116,623 114,244 — 489,887	2011 HK$’000 549,691 118,432 113,032 211
		781,366

5. SEGMENT INFORMATION

Information reported to the chief operating decision makers, for the purposes of resource allocation and assessment of segment performance focuses on types of goods or services delivered or provided.

Specifically, the Group’s reportable and operating segments under HKFRS 8 are as follows:

(i) professional football operation;
(ii) apparel sourcing and trading;
(iii) entertainment and media; and
(iv) investment holding.

— 11 —

Segment information about these reportable segments is presented below:

(a) Segment Revenue and Results For the year ended 30 June

SEGMENT REVENUE: External sales SEGMENT RESULTS Unallocated corporate income and expenses Profit/(loss) before taxation	professional football operation 2012 2011 *HK$’000* HK$’000 489,887 781,155 215,140 (687,093)	Apparel Sourcing & trading 2012 2011 *HK$’000* HK$’000 — — — —	Entertainment & media services 2012 2011 *HK$’000* HK$’000 — 211 — 1,207	Investment holding 2012 2011 *HK$’000* HK$’000 — — 1,497 808	Total 2012 2011 *HK$’000* HK$’000 489,887 781,366 216,637 (685,078) (72,949) (99,524) 143,688 (784,602)

Segment results represents the results earned by each segment without allocation of central administration costs, directors’ salaries, amounts due from related companies, interest income and finance costs. This is the measure reported to the chief operating decision maker, for the purposes of resource allocation and assessment of segment performance.

— 12 —

(b) Segment Assets and Liabilities At 30 June

ASSETS Segment assets Unallocated segment assets Total assets LIABILITIES Segment liabilities Unallocated segment liabilities Total liabilities	professional football operation 2012 2011 *HK$’000* HK$’000 484,892 574,321 181,509 317,053	Apparel Sourcing & trading 2012 2011 *HK$’000* HK$’000 — — — —	Entertainment & media services 2012 2011 *HK$’000* HK$’000 142 286 14 20	Investment holding 2012 2011 *HK$’000* HK$’000 830 2,876 35,007 24,555	Total 2012 2011 *HK$’000* HK$’000 485,864 577,483 93,272 49,847 579,136 627,330 216,530 341,628 340,972 408,067 557,502 749,695	Total 2012 2011 *HK$’000* HK$’000 485,864 577,483 93,272 49,847 579,136 627,330 216,530 341,628 340,972 408,067 557,502 749,695
						627,330

						341,628 408,067
						749,695

For the purpose of monitoring segment performances and allocating resources between segment:

all assets are allocated to reportable segments, other than cash held at non-bank financial institutions, cash and cash equivalents and amounts due from related companies which are not able to allocate into reportable segments.
all liabilities are allocated to reportable segments, other than borrowings, deferred tax liabilities, income tax payable and amounts due to directors which are not able to allocate into reportable segments.

— 13 —

(c) Geographic information

The following table provides an analysis of the Group’s revenue from external customers and noncurrent assets other than financial instruments, deferred tax assets/liabilities and post-employment benefit assets (“Specified non-current assets”) for the two years ended 30 June 2012.

Hong Kong United Kingdom (place of domicile)	Revenue from external customers 2012 2011 *HK$’000* HK$’000 — 211 489,887 781,155 489,887 781,366	Specified non-current assets 2012 2011 *HK$’000* HK$’000 972 3,161 347,674 541,832 348,646 544,993	Specified non-current assets 2012 2011 *HK$’000* HK$’000 972 3,161 347,674 541,832 348,646 544,993
			544,993

(d) Information about major customers

No revenue was received from customers contributing more than 10% of the total sales of Group for the two years ended 30 June 2012.

6. FINANCE COST

Interest on: — Bank loan and overdraft repayable within five years — Other borrowings repayable within five years Finance leases	2012 *HK$’000* 394 20,559 357 21,310	2011 HK$’000 1,471 11,449 346
		13,266

— 14 —

7. pROFIT/(LOSS) BEFORE TAXATION

Profit/(loss) before taxation is arrived at after charging: Amortisation of intangible assets Auditor’s remuneration — current year — under-provision in prior years Cost of inventories sold_(Note i) Cost on operating expenses(Note ii) Depreciation of property, plant and equipment Impairment loss on trade receivables Minimum lease payments under operating lease in respect of premises Net foreign exchange loss Staff costs (excluding directors) — wages and salaries — contributions to defined contribution retirement plans Property, plant and equipment written off _Notes:		2012 *HK$’000* 68,687 2,652 156 2,808 10,272 437,335 12,020 209 7,140 2,666 277,060 36,055 313,115 1,992		2011 HK$’000 165,616
		2,652 156		3,462 272
				3,734 10,757 700,632 15,801 37 2,593 2,419
		277,060 36,055		501,436 60,218
				561,654 314

i. Cost of inventories sold represents the cost in relation to the sales of sportswear and other accessories in relation to the Club.
ii. Cost of operating expenses mainly represents the salaries and related bonus to the football players and expenses incurred during matches of the Club.

— 15 —

8. INCOME TAX CREDIT

Income tax credit in the consolidated statement of comprehensive income represents:

Deferred taxation — U.K. Current year Attributable to a change in tax rate	2012 *HK$’000* — — —	2011 HK$’000 140,321 13,462
		153,783

No provision for Hong Kong profits tax has been made as the Group had no assessable profits arising from Hong Kong during the two years ended 30 June 2012.

Taxation arising in other jurisdictions is calculated at the rates prevailing in the respective jurisdictions.

The Group’s subsidiaries in the U.K. are subject to Corporation Tax in the U.K. (“Corporation Tax”). Provision has been made in respect of Corporation Tax as these subsidiaries have sufficient tax loss available for set-off against the estimated assessable profits for the year ended 30 June 2012.

No provision was made in respect of Corporation Tax as these subsidiaries did not derive any assessable profits in the U.K. during the year ended 30 June 2011.

9. DIvIDEND

No dividend was paid or proposed for the year ended 30 June 2012 (2011: Nil), nor has any dividend been proposed since the end of reporting date

10. EARNINGS/(LOSS) pER SHARE

The calculation of basic earnings/(loss) per share is based on the profit/(loss) for the year attributable to the owners of the Company, and the weighted average number of ordinary shares in issue during the year.

The calculation of diluted earnings/(loss) per share is based on the profit/(loss) for the year attributable to the owners of the Company. The weighted average number of ordinary shares used in the calculation is the number of ordinary shares in issue during the year, as used in the basic loss per share calculation, and the weighted average number of ordinary shares assumed to have been issued at no consideration on the deemed exercise or conversion of all potential dilutive ordinary shares into ordinary shares.

— 16 —

The calculations of basic and diluted earnings/(loss) per share are based on:

Profit/(loss) attributable to the owners of the Company, used in the basic earnings/(loss) per share calculations Weighted average number of ordinary shares for basic earnings/(loss) per share calculation	2012 *HK$’000* 136,911 Number of 2012 *’000* 3,887,753	2011 HK$’000 (612,054) shares 2011 ’000 3,350,082

The computation of diluted earnings per share for the year ended 30 June 2012 does not assume the exercise of the Company’s outstanding share options as the exercise price of those options was higher than the average market price of the Company’s shares.

Diluted loss per share was the same as the basic loss per share for the year ended 30 June 2011 as the effect of the conversion of the Company’s share options shares was anti-dilutive.

11. TRADE RECEIvABLES

Trade receivables _Less:_Impairment loss recognised	2012 *HK$’000* 129,200 (109) 129,091	2011 HK$’000 16,083 (524) 15,559

(i) The average credit period to the Group’s trade receivables is 90 days (2011: 90 days). The average credit period of the Group solely represents the average credit period of BCP as all the trade receivables for the period belong to BCP.

Trade receivables from the sale of player’s registrations are received in accordance with the terms of the related transfer agreement. Included in the trade receivables are amounts of approximately HK$18,169,000 (2011: Nil) relating to player’s transfer fee. The Group does not hold any collateral over these balances.

— 17 —

(ii) The ageing analysis of trade receivables based on invoice date net of impairment loss is as follows:

Within 30 days 31 to 90 days 91 to 180 days 181 to 365 days	2012 *HK$’000* 118,278 836 678 9,299 129,091	2011 HK$’000 10,747 1,932 312 2,568
		15,559

(iii) At 30 June 2012 and 2011, the analysis of trade receivables that were past due but not impaired are as follows:

Neither past due but nor impaired Total HK$’000 HK$’000 At 30 June 2012 129,091 119,114 At 30 June 2011 15,559 12,679	past due but not impaired
	Less than 60 days 61-90 days 91-365 days HK$’000 HK$’000 HK$’000 436 582 8,959 312 1,423 1,145

Trade receivables that were neither past due nor impaired relate to a wide range of customers for whom there was no recent history of default.

Trade receivables that were past due but not impaired relate to a number of independent customers that have a good track record with the Group. Based on past experience, management believes that no impairment allowance is necessary in respect of these balances as there has not been a significant change in credit quality and the balances are still considered fully recoverable. The Group does not hold any collateral over these balances.

12. TRADE pAYABLES

The Group normally received credit periods from suppliers averaging 90 days.

An aged analysis of the trade payables is as below:

Within 30 days 31 to 90 days 91 days to 180 days 181 days to 365 days	2012 *HK$’000* 15,007 2,253 351 10,691 28,302	2011 HK$’000 33,361 5,884 1,035 1,359
		41,639

— 18 —

13. SHARE CApITAL

Authorised: Ordinary shares of HK$0.01 each Issued and fully paid: At beginning of year Issue of share by way of placements (note) At end of year Note:	2012 Number of shares 10,000,000 3,887,753,400 — 3,887,753,400	Amount *HK$’000* 100,000 38,878 — 38,878	2011 Number of shares 10,000,000,000 3,187,753,400 700,000,000 3,887,753,400	Amount *HK$’000* 100,000

				31,878 7,000
				38,878

On 22 March 2011 and 4 May 2011, the Company raised approximately HK$136,199,000, after expenses by issuing 700,000,000 shares by placements at subscription prices HK$0.2 each to provide additional working capital of the Group, resulting in additional amount of approximately HK$7,000,000 and HK$129,199,000 standing in the share capital and share premium account respectively.

All the above shares issued by the Company rank pari passu with the existing shares in all respects.

14. EvENTS AFTER THE REpORTING pERIOD

(i) Subsequent to the end of the reporting period, the football registrations of two players were contracted for sale during the winter transfer window in January 2013 and the said transfers are expected to completed in August 2013. The terms of the agreement are confidential between the two parties and are therefore not disclosed.
(ii) The Group have been approached by some prospective buyers to explore the possibility of purchasing BCP Group. At the date of issuance of these consolidation financial statements, no binding agreement has been reached. Details of the potential sale are set out in the announcement of the Company dated 22 January 2013 and 26 February 2013.

— 19 —

OpINION ON INDEpENDENT AUDITOR’S REpORT

Basis of Disclaimer of Opinion

Limitation of Scope

1. Corresponding figures

Our report on the consolidated financial statements of the Group for the year ended 30 June 2011 was qualified in view of the limitation on the scope on royalty fee income and amounts due to directors.

Any adjustments found to be necessary to the opening balances as at 1 July 2011 may affect the results and cash flows and the related disclosures in the notes to the consolidated financial statements of the Group for the year ended 30 June 2012. Also the comparative figures in respect of the net liabilities of the Group as at 30 June 2011, and the results and cash flows and the related disclosures in the notes to the consolidated financial statements of the Group for the year ended 30 June 2011 may not be comparable with the figures for the current year.

2. Royalty fee income

On 14 January 2010, the Group entered into a sponsorship and co-operation agreement (the “Agreement”) with an independent third party. Pursuant to the Agreement, the Group agreed to enter into further agreements with the independent third party for the use of the Birmingham Football Club’s (the “BCFC”) logo to manufacture sportswear (the “Sportswear”) during the five football seasons for the period from August 2010 to May 2015, and in return, the independent third party will pay, subject to further mutual agreements, a royalty fee to the Group. The royalty, subject to the said mutual agreements, is to be calculated at a certain percentage to be determined based on the performance of “BCFC” in the English Premier League or in the UEFA Cup tournaments and by reference to the aggregate amount of the net sales prices of the Sportswear sold.

Following the relegation of BCFC from the English Premier League in the 2010/2011 football season, the independent third party has early terminated the agreement. No information was provided by the independent third party in relation to the royalty fee for the respective periods. Up to the date of this report, the Group and the independent third party are in the process of negotiating the royalty fee for the respective periods.

The Group has not recognised any royalty fee income generated from the usage of the BCFC logo. There was no adequate system of internal control at the material time on which we could rely on for the purposes of our audit. There were no other satisfactory evidence available to us to ascertain the amount and there were no alternative procedure that we could perform to satisfy ourselves as to the completeness of the recorded turnover for the year ended 30 June 2012.

— 20 —

3. Amounts due to directors

Included in amounts due to directors in the statements of financial position as at 30 June 2012 is an amount due to a director — Hui Ho Leuk, Vico (“Mr. Hui”) of approximately HK$5,198,000. Mr. Hui resigned as director of the Company on 1 July 2012. We were unable to obtain sufficient information to verify the amount and repayment term of this amount. There were no other satisfactory audit procedures including direct confirmation that we could perform to satisfy ourselves as to whether this amount was fairly stated in the statements of financial position as at 30 June 2012.

Any adjustments that might have been found to be necessary in respect of the above figures would have a significant consequential effect on the financial positions of the Group as at 30 June 2012, and the profit and cash flows of the Group for the year then ended and the related disclosures in the consolidated financial statements.

Basis of Disclaimer of opinion — Fundamental Uncertainty Relating To The Going Concern Basis

As explained in Note 3 to the consolidated financial statements, the Group had net current liabilities of approximately HK$69,316,000 as at 30 June 2012. The condition indicates the existence of a material uncertainty which may cast significant doubt about the Group’s ability to continue as a going concern, the validity of which is dependent upon future funding available.

The consolidated financial statements do not include any adjustments that would result from the unavailability of future funding. We consider that appropriate disclosures have been made. However, the uncertainty surrounding the outcome of future funding available raises significant doubt about the Group’s ability to continue as a going concern.

The consolidated financial statements do not include any adjustments that may be necessary should the future funding be available. We consider that appropriate disclosures have been made in the consolidated financial statements concerning this situation, but we consider that this fundamental uncertainty relating to whether the going concern basis is appropriate is so extreme that we have disclaimed our opinion.

Disclaimer of Opinion

Because of the significance of the matters described in the basis for disclaimer of opinion paragraphs and the material uncertainty relating to the going concern basis as described above, we do not express an opinion on the consolidated financial statements as to whether they give a true and fair view of the state of affairs of the Group and of the Company as at 30 June 2012, and of the Group’s profit and cash flows for the year then ended in accordance with Hong Kong Financial Reporting Standards. In all other respects, in our opinion, the consolidated financial statements have been properly prepared in accordance with the disclosure requirements of the Hong Kong Companies Ordinance.

— 21 —

MANAGEMENT DISCUSSION AND ANALYSIS

Results

For the year ended 30 June 2012, the Group recorded a consolidated turnover of approximately HK$490 million, representing a decrease of 37% compared to the consolidated turnover of approximately HK$781 million in the year ended 30 June 2011. Such decrease was mainly due to the significant dwindling of the revenue from Birmingham City Plc (“BCP”) due to Birmingham City Football Club (“BCFC”) being relegated from Premier league to Championship football league.

The Group’s net profit for the year ended 30 June 2012 amounted to approximately HK$144 million (2011: net loss of approximately HK$785 million). Such increase was mainly due to the profit generated from sales of players’ registrations and the reduction of player wages by such disposals. The expense for the year included the amortisation of intangible assets in the United Kingdom of approximately HK$69 million (2011: approximately HK$166 million), impairment loss of intangible assets of approximately HK$27 million (2011: HK$567 million) and the staff costs of approximately HK$313 million (2011: approximately HK$562 million).

Business Review and prospects

The Company engages in investment holding. The principal activities of its main subsidiaries are engaged in professional football operation, entertainment and media services.

Football Operation Business

BCP is a company domiciled in the United Kingdom, the principal activities of BCP and its subsidiaries (collectively refer to as the “BCP Group”) was the operation of a professional football club in the United Kingdom. The revenue streams of BCP Group comprised of (i) gate receipts which consisted of season and matchday tickets; (ii) broadcasting revenue, including distribution from the Football Association and Championship broadcasting agreements, cup competitions and revenue from the local media; and (iii) commercial income which comprised of sponsorship income, corporate hospitality, merchandising, conference and banqueting and other sundry revenue.

BCP Group contributed a turnover of approximately HK$490 million to the Group’s turnover for the year. It contributed a profit before additional depreciation for revalued property and amortisation of intangible assets of approximately HK$78 million and a net profit of approximately HK$215 million to the Group’s profit for the year (2011: net loss of approximately HK$687 million).

The first year in the Championship was very rewarding and the BCP group almost secured immediate return to the Premier League for the season 2011/2012 as BCFC was in the play offs. Unfortunately, BCFC was eliminated in the play offs semi-final against Blackpool.

— 22 —

The Group will continue to manage the business prudently and to ensure that the BCP Group will adhere to the financial fair play rules which will be effective in the UK that requires clubs to be self sufficient in the long term. BCFC shall continue to prepare for its second year in the Championship in the season 2012/2013 and will continue to drive for success and would aim to return to the Premier League.

Dividend

No dividend was paid or proposed for the year ended 30 June 2012 (2011: Nil), nor has any dividend been proposed since the end of reporting date.

Financial Review

Liquidity and Financial Resources

The current ratio (current assets to current liabilities) of the Group as at 30 June 2012 was 76.43% (2011: 14.92%) and the gearing ratio (borrowings in long term portion to equity and non-current liabilities) of the Group as at 30 June 2012 was 66.09% (2011: 104.12%). The ratio of total liabilities to total assets of the Group as at 30 June 2012 was 96.26% (2011: 119.51%).

As at 30 June 2012, the cash and bank balances of the Group amounted to approximately HK$73 million, representing a increase of 812.50% compared to the cash and bank balances of approximately HK$8 million as at the last financial year end.

As at 30 June 2012, the borrowings (including current portion and long term portion) of the Group amounted to approximately HK$112 million (2011: HK$180 million), representing bank loans in the United Kingdom and other borrowings in Hong Kong.

Foreign Exchange Exposure

The Group’s subsidiaries mainly operates in the United Kingdom and most of their transactions, assets and liabilities are denominated in Pound Sterling (“£”) and does not have significant exposure to risk resulting from changes in foreign currency exchange rate. The Group does not have any derivative financial instruments to hedge its foreign currency risks.

pledge of Group’s Asset

As at 30 June 2012, the Group has the freehold land and buildings with the carrying value of approximately £23 million (equivalent to approximately HK$271 million) for the bank borrowings and the general banking facilities granted to the Group. The secured bank borrowings of the Group of approximately HK$8 million are also secured by unlimited multilateral guarantees given by certain of its subsidiaries in the Group.

— 23 —

Save as the above, the Group did not have assets charged nor pledged to secure any outstanding borrowing.

Contingent liabilities

Under the terms of contracts with other football clubs in respect of the player transfers, additional player transfer cost would become payable if certain specific performance conditions are met. The maximum amount not provided that could be payable in respect of the transfers up to 30 June 2012 was approximately HK$16,497,000 (equivalent to £1,362,000). As the end of the reporting period and up to the date of approval of the financial statement, none of these amounts has become crystallise.

No outstanding litigation at the end of the reporting year was noted in the Company.

pURCHASE, SALE OF REDEMpTION OF SECURITIES OF THE COMpANY

During the year ended 30 June 2012, neither the Company, nor any of its subsidiaries has purchased, redeemed or sold any of the Company’s listed securities.

CORpORATE GOvERNANCE

The Board believes that good corporate governance is crucial to improve the efficiency and performance of the Group and to safeguard the interests of the shareholders.

The Company has complied with the applicable code provisions of the Corporate Governance Code (the “CG Code”) as set out in Appendix 14 of the Listing Rules throughout the year ended 30 June 2012 except for the deviations as detailed in the Company’s last annual report as follows:

(a) Code provision A.4.1 stipulates that non-executive directors should be appointed for a specific term, subject to re-election. The Company deviates from the above code provision as all nonexecutive director and independent non-executive Directors (“INEDs”) are not appointed for specific terms. According to the provisions of the Company’s Articles of Association, however, and INEDs are subject to retirement and re-election. The reason for the deviation is that the Company believes that the Directors ought to be committed to representing the long term interest of the Company’s shareholders.
(b) Code provision A.4.2 stipulates that all directors should be subject to retirement by rotation at least once every three years. Pursuant to the Company’s Articles of Association, the chairman shall not be subject to retirement by rotation or be taken into account in determining the number of directors to retire in each year. In order to ensure the smooth running and continuous adhering to the strategic view of the Company, the Company believes that the position of chairman is more practical to be maintained and not to be subject to retirement by rotation.

— 24 —

DIRECTORS’ SECURITIES TRANSACTIONS

The Company has adopted the full set of Model Code set out in Appendix 10 of the Listing Rules as the code of the conduct for securities transactions by directors (the “Model Code”). The prohibitions on securities dealing and disclosure requirements in the Model Code apply to specified individuals including the Group’s senior management and also persons who are privy to price sensitive information of the Group. Having made specific enquiry of all directors, the Board confirms that the directors of the Company have complied with the Model Code regarding directors’ securities transactions during the year and up to the date of publication of this Annual Report.

AUDIT COMMITTEE

The Audit Committee comprises of two independent non-executive directors, namely Mr. Yau Yan Ming, Raymond (Chairman of the Audit Committee), Mr. Zhou Han Ping (disqualified on 11 January 2013) and Mr. Wong Ka Chun, Carson (appointed on 25 June 2012).

The main duties of the Audit Committee include the following:

To review the financial statements and reports and consider any significant or unusual items raised by the qualified accountant, compliance officer or external auditors before submission to the Board;
To review the relationship with the external auditors by reference to the work performed by the auditors, their fees and terms of engagement, and make recommendation to the Board on the appointment, re-appointment and removal of external auditors;
To review the adequacy and effectiveness of the Company’s financial reporting system, internal control system and risk management system and associated procedures.

The Audit Committee held two meetings during the year ended 30 June 2012 including the review the financial results and reports, financial reporting and compliance procedures, and the reappointment of the external auditors. The Board has not taken any different view from that of the Audit Committee regarding the selection, appointment, resignation or dismissal of external auditors.

The Company’s annual results for the year ended 30 June 2012 reviewed by the Audit Committee.

— 25 —

REMUNERATION COMMITTEE

The Board established a Remuneration Committee which comprises two independent non-executive directors and one executive director, namely Mr. Yau Yan Ming, Raymond, Mr. Zhou Han Ping (disqualified on 11 January 2013), Mr. Chan Shun Wah (appointed on 5 April 2012) and Mr. Wong Ka Chun, Carson (appointed on 25 June 2012) up to the date of this announcement. Mr. Yau Yan Ming, Raymond is the chairman of the Committee.

The primary objectives of the Remuneration Committee include making recommendations on and approving the remuneration policy and structure and remuneration packages of the executive directors and the senior management. The Remuneration Committee is also responsible for establishing transparent procedures for developing such remuneration policy and structure to ensure that no director or any of his/her associates will participate in deciding his/her own remuneration, which remuneration will be determined by reference to the performance of the individual and the Company as well as market practice and conditions.

The Remuneration Committee normally meets annually for reviewing the remuneration policy and structure and determination of the annual remuneration packages of the executive directors and the senior management and other related matters. The Remuneration Committee shall consult the Board about these recommendations on remuneration policy and structure and remuneration packages.

The Remuneration Committee held two meetings during the year ended 30 June 2012 for reviewing the remuneration policy and structure of the Company and remuneration packages of the executive directors and the senior management.

Emolument policy

The directors are paid fees in line with market practice. The Group adopted the following main principles of determining the directors’ remuneration:

No individual should determine his or her own remuneration;
Remuneration should be broadly aligned with companies with who the Group competes for human resources;
Remuneration should reflect performance.

In addition to the basic salaries, a share option scheme is adopted for rewarding good performers as well as retaining talented staff for the continual operation and development of the Group.

— 26 —

NOMINATION COMMITTEE

The Board established a Nomination Committee which comprises two independent non-executive directors and one executive director, Mr. Yau Yan Ming, Raymond, Mr. Zhou Han Ping (disqualified on 11 January 2013), Mr. Chan Shun Wah (appointed on 5 April 2012) and Mr. Wong Ka Chun, Carson (appointed on 25 June 2012) up to the date of this announcement. It is chaired by Mr. Yau Yan Ming, Raymond. The terms of reference of the Nomination Committee have been reviewed with reference to the Code.

The Nomination Committee is responsible for reviewing the Board composition, developing and formulating relevant procedures for nomination and appointment of directors, making recommendations to the Board on the appointment and succession planning of directors, and assessment of the independence of the independent non-executive directors. The Nomination Committee carries out the process of selecting and recommending candidates for directorships by making reference to the skills, experience, professional knowledge and personal integrity of such individuals, the Company’s needs and other relevant statutory requirements and regulations. An external recruitment agency may be engaged to carry out the recruitment and selection process when necessary.

The Nomination Committee is also responsible for considering and approving the appointment of its members and making recommendations to shareholders on directors standing for re-election, providing sufficient biographical details of directors to enable shareholders to make an informed decision on the re-election and where necessary, nominate and appoint directors to fill casual vacancies. The chairman may in conjunction with the other directors from time to time review the composition of the Board with particular regard to ensuring that there is an appropriate number of directors on the Board independent of management.

pUBLICATION OF FINAL RESULTS AND ANNUAL REpORT

This results announcement is published on the websites of the Company (http://www.irasia.com/ listco/hk/birminghamint/index.htm) and Hong Kong Exchanges and Clearing Limited (http://www. hkex.com.hk). The annual report of the Company for the year ended 30 June 2012 containing all information required by the Listing Rules will be dispatched to the Shareholders of the Company and made available on the above websites in due course.

By Order of the Board

BIRMINGHAM INTERNATIONAL HOLDINGS LIMITED Yeung Ka Sing, Carson Executive Director and Chairman

Hong Kong, 15 March 2013

As at the date hereof, the executive directors of the Company are Mr. Yeung Ka Sing, Carson, Mr. Peter Pannu, Mr. Ma Shui Cheong, Mr. Chan Shun Wah, Ms. Wong Po Ling, Pauline and Mr.Cheung Kwai Nang and the independent non-executive directors are Mr. Yau Yan Ming, Raymond and Mr. Wong Ka Chun, Carson.

— 27 —