REG - UniVision Eng Ltd - Final Results FY2017 <Origin Href="QuoteRef">UVEL.L</Origin> - Part 4
04/09/2017 17:40
- Part 4: For the preceding part double click ID:nRSD7861Pc
management objectives and policies (continued)
(iii) Liquidity risk (continued)
The Company
2016
Weighted Within More than More than Carrying
average 1 year 1 year but 2 years but Total Amount
effective or on less than less than undiscounted at 31
interest rate demand 2 years 5 years cash flow March 2016
% £ £ £ £ £
Non-derivative financial liabilities:
Trade and other payables Nil 2,505,939 - - 2,505,939 2,505,939
Obligations under finance lease 3.25% 768 - - 768 768
2,506,707 - - 2,506,707 2,506,707
(c) Fair value
The fair values of financial assets and financial liabilities are determined in accordance with generally accepted pricing
models based on discounted cash flow analysis. Balances with a subsidiary are unsecured, interest free and have no fixed
repayment terms.
The Directors of the Company consider that the carrying amounts of financial assets and financial liabilities recorded at
amortised cost in the financial statements approximate to their fair values at the end of the reporting period.
(d) Capital risk management
The primary objectives when managing capital are to safeguard the Group's and Company's ability to continue as a going
concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders and to maintain an
optimal capital structure to reduce the cost of capital.
The Group and the Company actively and regularly review and manage the capital structure to maintain a balance between the
higher shareholder returns that might be possible with a higher level of borrowings and the advantages and security
afforded by a sound capital position, and makes adjustments to the capital structure in light of changes in economic
conditions.
The Group and the Company monitor its capital structure on the basis of a net debt-to-adjusted capital ratio. For this
purpose the net debt is defined as total debt (which includes bank borrowings and other financial liabilities) less bank
deposits and cash and cash equivalents. Adjusted capital comprises all components of equity less unaccrued proposed
dividends.
6. FINANCIAL INSTRUMENTS (CONTINUED)
(d) Capital risk management (continued)
The strategy during 2017, which was unchanged from 2016, was to maintain the net debt-to-adjusted capital ratio as low as
feasible. In order to maintain or adjust the ratio, the Group and the Company may adjust the amount of dividends paid to
shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
Neither the Company nor its subsidiary is subject to externally imposed capital requirements.
The net debt-to-adjusted capital ratios of the Group and the Company at the end of the reporting period were as follows:
The Group The Company
2017 2016 2017 2016
£ £ £ £
Current liabilities
Trade and other payables 3,165,379 2,505,939 3,165,379 2,505,939
Obligation under finance lease - 660 - 660
3,165,379 2,506,599 3,165,379 2,506,599
Non-current liabilities
Amount due to a related company 123,775 - 123,775 -
Liabilities of disposal group classified as held for sale - 3,214,990 - -
Total debt 3,289,154 5,721,589 3,289,154 2,506,599
Less: cash and bank balances 1,188,268 654,244 1,188,268 654,244
Net debt 2,100,886 5,067,345 2,100,886 1,852,355
Total equity 6,078,702 5,314,302 6,078,702 5,013,374
Net debt-to-adjusted capital ratio 35% 95% 35% 37%
7. SEGMENT INFORMATION
Management has determined the operating segments based on the reports reviewed by the chief operating decision maker, being
the chief executive officer, that are used to make strategic decisions.
Information reported to the chief operating decision maker for the purpose of resource allocation and assessment of segment
performance focuses on types of goods or services delivered or provided. The Group has a single reportable operating
segment in security and surveillance business for the year ended 31 March 2017.
(a) Segment revenues and results
The following is an analysis of the Group's revenue and results by operating segment:
2017 2016
£ £
Segment revenue by major products and services:
- Construction contracts 3,113,629 2,414,362
- Maintenance contracts 1,400,119 1,194,680
- Product sales 281,991 257,479
Revenue from continuing operations 4,795,739 3,866,521
Revenue from discontinued operations 1,818,788 3,547,320
Revenue from external customers 6,614,527 7,413,841
From continuing operations:
Segment profit 451,732 138,945
Finance costs (117) (1,234)
Profit before income tax 451,615 137,711
(b) Geographical segments
In determining the Group's geographical segments, revenues are attributed to the segments based on the location of the
customers and assets are attributed to the segments based on the location of the assets.
No further geographical segment information is presented as the Group's revenue is materially derived from customers based
in one geographic segment comprising Hong Kong, Macau and Taiwan, and all of the Group's assets are located in the same
geographic segment.
(c) Information about major customers
Revenues of approximately £2,882,250 (2016: £2,791,170) are derived from two external customers (2016: two), who
contributed to 10% or more of the Group's revenue in 2017 and 2016.
8. OTHER INCOME
2017 2016
£ £
Interest income 4,081 959
Sundry income 10 8,159
4,091 9,118
9. OTHER GAINS AND LOSSES
2017 2016
£ £
Foreign exchange (loss) gain (1,133) 10,570
Gain on disposal of a subsidiary (note 17) 41,992 -
Impairment loss recognised on amounts due from customers for contracts-in-progress (51,028) (21,470)
Impairment loss on goodwill - (25,830)
Inventories write-off (22,561) -
Reversal of provision of doubtful debt 21,201 -
(11,529) (36,730)
10. EXPENSES BY NATURE
2017 2016
£ £
Cost of inventories recognised as expenses 1,151,770 1,089,060
Sub-contracting costs 1,103,954 882,503
Depreciation - owned plant and equipment 22,821 16,546
Operating lease charges - minimum lease payments 28,008 24,260
Research and development costs 80,047 47,763
Selling and distribution cost 127,537 116,905
Other expenses 341,913 315,496
Staff costs, including directors' remuneration
- Wages and salaries 1,396,007 1,122,792
- Pension scheme contributions 60,075 49,445
1,456,082 1,172,237
Auditor's remuneration
- audit services (parent company) 24,437 35,194
Total cost of sales, selling and distribution, administrative expenses 4,336,569 3,699,964
11. DIRECTORS' REMUNERATION
Directors' remuneration for the year is as follows:
Salaries, bonuses and allowances Pension scheme contributions 2017
£ £ £
Executive directors
Stephen Sin Mo KOO - - -
Yip Tak CHAN 59,427 1,765 61,192
Chun Pan WONG 75,335 1,765 77,100
Danny Kwok Fai YIP 60,044 1,765 61,809
194,806 5,295 200,101
Non-executive director
Nicholas James LYTH 14,122 - 14,122
208,928 5,295 214,223
Salaries, bonuses and allowances Pension scheme contributions 2016
£ £ £
Executive directors
Stephen Sin Mo KOO - - -
Yip Tak CHAN 49,760 1,546 51,306
Chun Pan WONG 62,371 1,546 63,917
Danny Kwok Fai YIP 49,524 1,546 51,070
161,655 4,638 166,293
Non-executive director
Nicholas James LYTH 12,367 - 12,367
174,022 4,638 178,660
12. FINANCE COSTS
2017 2016
£ £
Finance charge on obligation under finance lease 117 1,234
13. INCOME TAX IN THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
(a) Income tax in the consolidated statement of profit or loss and other comprehensive income:
2017 2016
£ £
Hong Kong profits tax - -
Hong Kong profits tax is charged at the rate of 16.5% (2016: 16.5%) on the estimated assessable profits arising in Hong
Kong. No provision for Hong Kong profits tax has been accrued for in the financial statements as the Company has unused
tax losses to offset against its taxable profit during the year.
(b) Reconciliation between income tax expense and accounting profit at the applicable tax rates:
2017 2016
£ £
Continuing operations:
Profit before income tax 451,615 137,711
Notional tax on profit before income tax, calculated at the rates applicable to profit in the tax jurisdictions concerned 74,546 22,722
Tax effect of non-taxable income (10,427) (2,495)
Tax effect of non-deductible expenses 25,990 18,952
Tax effect of temporary differences not recognised (4,280) (4,408)
Utilisation of tax losses brought forward not previously recognised as deferred tax assets (85,646) (34,771)
Income tax expense - -
14. EARNINGS PER SHARE
The calculation of basic earnings per share is based on the profit attributable to the equity shareholders of the Company
for the year of £430,337 from continuing and discontinued operations (2016: loss of £112,211) and the profit for the year
of £451,615 (2016: £137,711) from continuing operations, and the weighted average of 383,677,323 (2016: 383,677,323)
ordinary shares in issue during the year.
There were no potential dilutive instruments at either financial year end.
15. DIVIDENDS
(i) Dividends payable to equity shareholders of the Company attributable to the year:
2017 2016
£ £
Final dividend proposed after the reporting period of 0.042 pence per ordinary share (2016: 0.037 pence per ordinary share) 162,257 141,083
The final dividend proposed after the reporting period has not been recognised as a liability at the end of the reporting
period.
(ii) Dividends payable to equity shareholders of the Company attributable to the previous financial year, approved and
paid during the year
2017 2016
£ £
Final dividend in respect of the previous financial year, approved and paid during the year, of 0.037 pence per ordinary share (2016: 0.034 pence per ordinary share) 154,269 128,507
16. PLANT AND EQUIPMENT
The Group
Furnitureand fixtures Computerequipment Motorvehicles Researchassets Total
£ £ £ £ £
Cost
At 1 April 2015 217,418 177,581 166,440 558,177 1,119,616
Additions 13,725 13,657 7,825 - 35,207
Classified as assets held for sale (211,311) (136,085) (90,562) (582,352) (1,020,310)
Foreign translation difference 9,549 7,670 6,162 24,175 47,556
At 31 March 2016 29,381 62,823 89,865 - 182,069
At 1 April 2016 29,381 62,823 89,865 - 182,069
Additions 9,760 14,063 - - 23,823
Disposal (154) - (2,960) - (3,114)
Foreign translation difference 4,911 10,157 13,581 - 28,649
At 31 March 2017 43,898 87,043 100,486 - 231,427
Accumulated depreciation
At 1 April 2015 204,511 167,715 141,584 558,177 1,071,987
Charge for the year 18,835 8,678 13,042 - 40,555
Classified as assets held for sale (212,899) (135,629) (87,745) (582,352) (1,018,625)
Foreign translation difference 8,780 7,020 5,548 24,175 45,523
At 31 March 2016 19,227 47,784 72,429 - 139,440
At 1 April 2016 19,227 47,784 72,429 - 139,440
Charge for the year 4,110 10,156 8,555 - 22,821
Disposal (154) - (2,960) - (3,114)
Foreign translation difference 3,097 7,697 11,407 - 22,201
At 31 March 2017 26,280 65,637 89,431 - 181,348
Net book value
At 31 March 2017 17,618 21,406 11,055 - 50,079
At 31 March 2016 10,154 15,039 17,436 - 42,629
16. PLANT AND EQUIPMENT (CONTINUED)
The Company
Furniture andfixtures Computerequipment Motorvehicles Total
£ £ £ £
Cost
At 1 April 2015 19,459 47,145 81,690 148,294
Additions 8,810 13,657 3,092 25,559
Foreign translation difference 976 2,022 2,591 5,589
At 31 March 2016 29,245 62,824 87,373 179,442
At 1 April 2016 29,245 62,824 87,373 179,442
Additions 9,760 14,063 - 23,823
Foreign translation difference 4,893 10,156 13,113 28,162
At 31 March 2017 43,898 87,043 100,486 231,427
Accumulated depreciation
At 1 April 2015 15,580 39,852 60,614 116,046
Charge for the year 2,913 6,450 7,183 16,546
Foreign translation difference 599 1,482 2,140 4,221
At 31 March 2016 19,092 47,784 69,937 136,813
At 1 April 2016 19,092 47,784 69,937 136,813
Charge for the year 4,110 10,156 8,555 22,821
Foreign translation difference 3,078 7,697 10,939 21,714
At 31 March 2017 26,280 65,637 89,431 181,348
Net book value
At 31 March 2017 17,618 21,406 11,055 50,079
At 31 March 2016 10,153 15,040 17,436 42,629
17. INTEREST IN A SUBSIDIARY
2017 2016
£ £
Unlisted shares, at cost - 639,965
Less: impairment loss - (625,005)
- 14,960
Amount due from a subsidiary - 84,540
Total - 99,500
The following contains the particulars of the subsidiary undertaking which principally affected the results, assets and
liabilities of the Group during the year ended 31 March 2017:
Name Place of incorporation andoperations Issued andfully paid upshare capital/registered capital Percentageof equityheld bythe Company Principalactivities
Directly Indirectly
T-Com Technology Co Limited ("T-Com") Taiwan NT$80,000,000Ordinary share 52.25% - Supply, design, installation and maintenance of closed circuit television and surveillance systems and the sale of security system related products
On 20 September 2016, the Company disposed of its interest in T-Com which was sold to a related party, Mr. Stephen Sin Mo
KOO, the Executive Chairman of the Company at a consideration of approximately £59,000 (equal to HK$600,000) as an arm's
length transaction in the normal course of business. The disposal was completed on 18 October 2016.
Consideration transferred
£
Cash 58,841
Analysis of assets and liabilities over which control was lost:
£
Net asset of T-com 16,849
Gain on disposal of a subsidiary (note 9) 41,992
58,841
18. INVENTORIES
The Group The Company
2017 2016 2017 2016
£ £ £ £
Raw materials 372,872 372,691 372,872 373,855
Finished goods 727,186 376,498 727,186 376,498
1,100,058 749,189 1,100,058 750,353
No provision for obsolete inventories are recognised for the year (2016: £nil) on slow-moving inventories.
19. CONTRACTS-IN-PROGRESS
The Group The Company
2017 2016 2017 2016
£ £ £ £
Contract costs incurred plus attributable profits less foreseeable losses 26,732,248 20,443,032 26,732,248 20,443,032
Progress billings to date (27,029,019) (20,662,966) (27,029,019) (20,662,966)
(296,771) (219,934) (296,771) (219,934)
Represented by:
Amounts due from customers for contracts-in-progress 1,808,935 1,281,429 1,808,935 1,281,429
Less: allowance for doubtful debts (324,007) (235,060) (324,007) (235,060)
Amounts due from customers for contracts-in-progress, net (note 20) 1,484,928 1,046,369 1,484,928 1,046,369
Amounts due to customers for contracts-in-progress(note 22) (1,781,699) (1,266,303) (1,781,699) (1,266,303)
(296,771) (219,934) (296,771) (219,934)
At 31 March 2017, no retention receivables from construction customers are included within "trade and other receivables"
(2016: £0).
20. TRADE AND OTHER RECEIVABLES
The Group The Company
2017 2016 2017 2016
£ £ £ £
Trade receivables 580,180 985,103 580,180 985,103
Less: allowance for doubtful debts (note 20(a)) (54,858) (67,089) (54,858) (67,089)
Trade receivables, net (note 20(b)) 525,322 918,014 525,322 918,014
Other receivables 794,073 448,134 794,073 448,134
Deposits and prepayments 99,590 48,338 99,590 48,338
Amounts due from customers for contracts-in-progress, net (note 19) 1,484,928 1,046,369 1,484,928 1,046,369
Total carrying amount 2,903,913 2,460,855 2,903,913 2,460,855
All of the trade and other receivables are expected to be recovered within one year.
20. TRADE AND OTHER RECEIVABLES (CONTINUED)
(a) Impairment of trade receivables
Impairment losses in respect of trade receivables are recorded using an allowance account unless the Group and the Company
are satisfied that recovery of the amount is remote, in which case the impairment loss is written off against trade
receivables directly. Movements in the allowance for doubtful debts:
The Group The Company
2017 2016 2017 2016
£ £ £ £
At 1 April 67,089 191,806 67,089 65,131
Reversal of provision (17,292) - (17,292) -
Transfer to disposal group classified as held for sale - (126,675) - -
Foreign translation difference 5,061 1,958 5,061 1,958
At 31 March 54,858 67,089 54,858 67,089
At 31 March 2017, none of trade receivables of the Group and the Company are individually determined to be impaired and no
impairment loss was provided.
(b) Trade receivables that are not impaired
The ageing analysis of trade receivables at the end of the reporting period that were past due but not impaired:
The Group The Company
2017 2016 2017 2016
£ £ £ £
0 to 90 days 354,721 79,590 354,721 79,590
91 to 365 days 115,074 838,424 115,074 838,424
Over 365 days 55,527 - 55,527 -
525,322 918,014 525,322 918,014
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 Company does not hold any collateral over these balances.
21. CASH AND CASH EQUIVALENTS
(a) Cash and cash equivalents
The Group The Company
2017 2016 2017 2016
£ £ £ £
Cash at bank and in hand 1,188,268 654,244 1,188,268 654,244
(b) Bank deposits
At 31 March 2017, the balance of £511,642 (2016: £448,056) is restricted as bank deposits with maturities greater than
three months, being a pledge for performance bonds in respect of construction contracts undertaken by the Group and the
Company.
The effective interest rate on bank deposits was 0.5% per annum (2016: 0.37%).
(c) Cash and bank balances are denominated in the following currencies:
The Group The Company
2017 2016 2017 2016
£ £ £ £
AUD 387 337 387 337
CAD 901 803 901 803
GBP 96,174 98,028 96,174 98,028
HKD 1,504,461 919,415 1,504,461 919,415
JYP 86 74 86 74
RMB 60,374 48,540 60,374 48,540
USD 37,527 35,103 37,527 35,103
22. TRADE AND OTHER PAYABLES
The Group The Company
2017 2016 2017 2016
£ £ £ £
Current portion:
Trade payables 126,495 129,182 126,495 129,182
Due to related parties (note 26(a)) 22,247 111,440 22,247 111,440
Accruals and other payables 1,234,938 999,014 1,234,938 999,014
Amounts due to customers for contracts-in-progress (note 19) 1,781,699 1,266,303 1,781,699 1,266,303
3,165,379 2,505,939 3,165,379 2,505,939
Non-current portion:
Due to a related company (note 26(b)) 123,775 - 123,775 -
3,289,154 2,505,939 3,289,154 2,505,939
All of the trade and other payables are expected to be repaid within one year, other than those respectively disclosed.
23. INCOME TAX IN THE STATEMENT OF FINANCIAL POSITION
Unrecognised deferred tax assets
At 31 March 2017, the Group and the Company had unused tax losses of £4,808,854 (2016: £4,705,477) that were available for
offset against future taxable profits. No deferred tax asset has been recognised due to the uncertainty of the future
profit streams.
No provision for deferred tax liabilities has been made in the financial statements as the tax effect of temporary
differences is immaterial to the Group and the Company.
24. SHARE CAPITAL
2017 2016
£ £
Authorised :
800,000,000 ordinary shares of HK$0.0625 each 3,669,470 3,669,470
Issued and fully paid:
383,677,323 ordinary shares (2016: 383,677,323 ordinary shares) 3,890,257 1,697,617
The Company has one class of ordinary shares.
25. EMPLOYEE RETIREMENT BENEFITS
The Company operates a Mandatory Provident Fund scheme (the "MPF scheme") under the Hong Kong Mandatory Provident Fund
Schemes Ordinance for employees employed under the jurisdiction of the Hong Kong Employment Ordinance. The MPF scheme is a
defined contribution retirement scheme administered by independent trustees. Under the MPF scheme, the employer and its
employees are each required to make contributions to the scheme at 5% of the employees' relevant income, subject to a cap
of monthly relevant income of HK$30,000. Contributions to the MPF scheme vest immediately.
Save as set out above, the Group and the Company have no other material obligations to make payments in respect of
retirement benefits of the employees.
26. RELATED PARTY TRANSACTIONS
Compensation of key management personnel
The remuneration of the key management of the Group during the year was as follows:-
2017 2016
£ £
Salaries, bonus and allowances 273,370 229,461
The remuneration of key management personnel comprises the remuneration of Executive Directors and key executives.
Executive Directors include the Executive Chairman, Chief Executive Officer, Technical Director and Finance Director of the
Company. The remuneration of the Executive Directors is determined by the Remuneration Committee having regard to the
performance of individuals, the overall performance of the Group and market trends. Further information about the
Remuneration Committee and the Directors' remuneration is provided in the Remuneration Report and the Report on Corporate
Governance to the Annual Report and note 11 to the financial statements.
26. RELATED PARTY TRANSACTIONS (CONTINUED)
Key executives include the Director of Operations and Director of Sales and Marketing of the Company. The remuneration of
the key executives is determined by the Executive Directors annually having regard to the performance of individuals and
market trends.
Biographical information on key management personnel is disclosed in the Directors' and Senior Management's Biographies
section of the Annual Report.
Transactions with related parties
(a) At 31 March 2017, there is a balance of £22,247 (2016: £111,440) due to Mr. Stephen Sin Mo KOO, a Director of the
Company, which is unsecured, interest-free and repayable on demand (note 22).
(b) At 31 March 2017, there is a payable balance of £123,775 (2016: £0) due to a shareholder, Univision Holdings
Limited, which is unsecured, interest-free and repayable after 12 months.
(c) At 31 March 2017, bank facilities amounting to £0 (2016: £1,552,259) are personally guaranteed by Mr. Stephen Sin
Mo KOO. No charge has been requested for this guarantee.
(d) At 31 March 2017, there are receivable balances of £3,613,896 (2016: £3,064,336) due from related companies
controlled by common shareholders of the Company, which are guaranteed by a shareholder of the Company, interest-free and
not expected to be repayable in the next twelve months.
(e) During the year ended 31 March 2017, the Company sold and transferred its entire interest in a subsidiary to Mr.
Stephen Sin Mo KOO, the Director of the Company, for cash consideration of £58,841, as an arms-length transaction in the
normal course of business.
Apart from the transactions disclosed above and elsewhere in the financial statements, the Group and the Company had no
other material transactions with related parties during the year.
27. COMMITMENTS
(a) Capital commitments
At 31 March 2017, the Group and the Company did not have any material capital commitments outstanding.
(b) Operating lease commitments
At the end of the reporting period, the total future minimum lease payments under non-cancellable operating leases for the
office and warehouse premises are payable as follows:
The Group The Company
2017 2016 2017 2016
£ £ £ £
Within one year 121,147 74,890 121,147 74,890
Between two to five years 81,641 23,473 81,641 23,473
202,788 98,363 202,788 98,363
28. DISCONTINUED OPERATIONS
On 30 March 2016, the Company committed to a plan to dispose of its interest in T-Com, whose assets and liabilities had
previously been disclosed as "held for sale" and its operating results were separately disclosed as "discontinued
operations", as follows:
2017 2016
£ £
Revenue from discontinued operations 1,818,788 3,547,320
Cost of sales (1,467,951) (3,289,203)
Gross profit 350,837 258,117
Other income 278 421
Other gains 171 18,997
Administrative expenses (392,009) (788,291)
Loss from discontinued operations (40,723) (510,756)
Income tax credit - 32,436
Loss for the year, net of tax (40,723) (478,320)
On 20 September 2016, the Company approved to sell its entire interest in the subsidiary to a related party, Mr. Stephen
Sin Mo KOO, the Executive Chairman of the Company at a consideration of approximately £59,000 (equal to HK$600,000) as an
arm's length transaction in the normal course of business. The disposal was completed on 18 October 2016 and the Company
recorded a gain on disposal of a subsidiary of £41,992 as a result.
29. CONTINGENT LIABILITIES
On 10 March 2016, the Company received a writ of summons stating that it is being sued by Nan Ning Hai Li Real Estate
Development Limited ("Hai Li"), a prospective investor in respect of breach of contract and/or duty in respect of a share
transfer agreement (the "Agreement") entered into between Hai Li and the Company's director, Mr. Stephen Sin Mo KOO, on 14
December 2015 and a subsequent series of oral agreements.
On 5 September 2016, Hai Li discontinued the action against the Company's director, Mr. Stephen Sin Mo KOO and the
Company.
At 31 March 2017, the Group and the Company have no other significant contingent liabilities from pending litigation or
legal claims..
30. EVENTS AFTER THE REPORTING PERIOD
Saved as disclosed elsewhere in the financial statements, the Group and the Company have the following significant events
after the reporting period.
(i) On 11 May 2017, the Company entered into a major construction contract with MTR Corporation Limited for
replacement of CCTV Systems in the fixed price with a contract sum of £40 million in a term of six and half years, due
November 2023.
(ii) On 18 August 2017, the Directors proposed a final dividend. Further details are disclosed in note 15(i).
31. APPROVAL OF CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements were approved and authorised for issue by the Board of Directors on 4 September
2017.
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the 2017 Annual General Meeting (AGM) of UniVision Engineering Limited will be held at
UniVision Engineering Limited, Unit 01A, 2/F., Sunbeam Centre, 27 Shing Yip Street, Kwun Tong, Kowloon, Hong Kong, on 29th
September 2017 at 5:00 p.m. The following businesses will be transacted then:
As ordinary business:
1. To receive and adopt the Company's audited financial statements for the financial year ended 31 March 2017 together
with the Directors' report and the Independent Auditor's report;
2. To declare a final dividend for the financial year ended 31 March 2017.
3. To re-elect Mr. Nicholas James LYTH who retired by rotation, as a Non-Executive Director of the Company;
4. To re-elect Mr. Stephen Sin Mo KOO who retired by rotation, as a Director of the Company;
5. To re-elect Mr. Danny Kwok Fai YIP who retired by rotation, as a Director of the Company;
6. To reappoint auditor HKCMCPA Company Limited, Certified Public Accountants, as auditors of the Company, to hold office
from the conclusion of the meeting to the conclusion of the next meeting, during which accounts will be laid before the
Company and to authorize the Directors to adjust their remuneration packages;
7. That the directors of the Company be and are hereby generally and unconditionally authorized to exercise all powers of
the Company to allot 'Ordinary Shares' the capital of the Company. Such authority (unless and to the extent previously
revoked, varied or renewed by the Company during the general meeting) to expire 15 months after the date of the passing of
such resolution or on the conclusion of the Company's next AGM to be held, following the date of passing such resolution,
whichever occurs first, save that the Company may before such expiry make any offer or agreement which would or might
require Ordinary Shares to be allotted after such expiry, and that the Directors may allot Ordinary Shares in pursuance of
such an offer or an agreement as if such authority had not expired. This authority substitutes all subsisting authorities
to the extent unused.
8. That the directors of the Company be and are hereby generally and unconditionally authorized to exercise all powers of
the Company to repurchase the 'Ordinary Shares' in the capital of the Company, including any form of depositary receipt.
Such authority (unless and to the extent previously revoked, varied or renewed by the Company during the general meeting)
to expire 15 months after the date of the passing of such resolution or on the conclusion of the Company's next AGM to be
held, following the date of passing such resolution, whichever occurs first, save that the Company may before such expiry
make any offer or agreement which would or might require Ordinary Shares to be repurchased after such expiry, and that the
Directors may buy back Ordinary Shares in pursuance of such an offer or an agreement as if such authority had not expired.
NOTICE OF ANNUAL GENERAL MEETING
By Order of the Board Registered office:
Mr. Stephen Sin Mo KOO Unit 01A, 2/F Sunbeam Centre,
Executive Chairman 27 ShingYip Street
Kwun Tong, Kowloon,
4 September 2017 Hong Kong
NOTES:
1. Only holders of Ordinary Shares, or their duly appointed representatives, are entitled to attend and vote at the
Annual General Meeting. A member so entitled may appoint one or more proxies (whether they are members or not) to attend
and, on a poll, to vote in place of the member.
2. A form of proxy is enclosed with this notice. To be valid, the form of proxy and any power of attorney or other
authority (if any) under which it is signed, or a notarized and certified copy of that power of authority, must be lodged
with the Company's registrars, c/o Computershare Investor Services Plc., The Pavilions, Bridgwater Road, Bristol BS99 6ZY,
not less than 48 hours before the Annual General Meeting takes place.
3. Completion and return of a proxy does not preclude a member from attending and voting at the Annual General Meeting.
4. The Company pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 specifies that only those
shareholders registered in the Register of Members of the Company as of 15 September 2017 are entitled to attend or vote at
the Annual General Meeting in respect to the number of shares registered in their name at that time. Changes to entries on
the Register after that time will be disregarded when determining the rights of any person to attend or vote in the Annual
General Meeting.
This information is provided by RNS
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