REG - UniVision Eng Ltd - Final Results <Origin Href="QuoteRef">UVEL.L</Origin> - Part 4
10/09/2015 17:40
- Part 4: For the preceding part double click ID:nRSJ7397Yc
scheme contributions 2015
£ £ £
Executive directors
Stephen Sin Mo KOO 23,996 120 24,116
Yip Tak CHAN(appointed on 3 October 2014) 23,855 720 24,575
Chun Pan WONG 54,633 1,400 56,033
Danny Kwok Fai YIP 43,706 1,400 45,106
146,190 3,640 149,830
Non-executive director
Nicholas James LYTH 11,518 - 11,518
157,708 3,640 161,348
3,640
161,348
Salaries, bonuses and allowances Pension scheme contributions 2014
£ £ £
Executive directors
Stephen Sin Mo KOO - - -
Chun Pan WONG 49,102 1,216 50,318
Chun Hung WONG(resigned on 31 December 2013) 48,630 911 49,541
Danny Kwok Fai YIP 42,369 1,216 43,585
140,101 3,343 143,444
Non-executive director
Nicholas James LYTH 11,671 - 11,671
151,772 3,343 155,115
155,115
12. FINANCE COSTS
2015 2014
£ £
Interest on bank loans and other borrowings wholly repayable within one year 25,252 19,623
Finance charge on obligation under finance lease 1,148 1,164
26,400 20,787
13. INCOME TAX IN THE CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(a) Income tax in the consolidated statement of comprehensive income:
2015 2014
£ £
Income tax (credit)/expense
Hong Kong profits tax - -
PRC income tax - -
Taiwan income tax (13,023) 13,499
(13,023) 13,499
No Hong Kong profits tax has been provided for in the financial statements as the Company has unused tax losses to offset
against its taxable profit during the year.
Taxes for subsidiaries are calculated using the rates prevailing in their local jurisdictions, whereas PRC income tax rate
is charged at 25% (2014: 25%) and Taiwan income rate is charged at 17% (2014: 17%).
(b) Reconciliation between income tax expense and accounting profit at the applicable tax rates:
2015 2014
£ £
Profit before income tax 130,189 2,918,229
Notional tax on profit before income tax, calculated at the rates applicable to profit in the tax jurisdictions concerned 26,778 480,655
Tax effect of non-taxable income (7,272) (421,138)
Tax effect of non-deductible expenses 14,647 33,618
Tax effect of temporary differences not recognised (2,403) (2,341)
Utilisation of tax losses unrecognised deferred tax assets (22,361) (58,541)
Tax adjustments (22,412) (18,754)
Income tax (credit)/expense (13,023) 13,499
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 £59,937 from continuing and discontinued operations (2014: £2,820,587) and for the year of £90,594 (2014:
£2,900,301), and the weighted average of 383,677,323 (2014: 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:
2015 2014
£ £
Special dividend declared and payable of 0.2 pence per ordinary share 791,425 -
Final dividend proposed after the end of the reporting period of 0.034 pence per ordinary share (2014: 0.024 pence per ordinary share) 130,286 92,571
The final dividend proposed after the end of 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
2015 2014
£ £
Final dividend in respect of the previous financial year, approved and paid during the year, of 0.024 pence per ordinary share (2014: 0.063 pence per ordinary share) 130,561 242,558
16. PLANT AND EQUIPMENT
The Group
Furniture and fixtures Computerequipment Motorvehicles Researchassets Total
£ £ £ £ £
Cost
At 1 April 2013 207,099 168,190 152,332 571,194 1,098,815
Additions 9,049 6,953 - - 16,002
Disposals - (2,440) (6,079) - (8,519)
Foreign translation difference (22,693) (17,803) (15,009) (61,994) (117,499)
At 31 March 2014 193,455 154,900 131,244 509,200 988,799
At 1 April 2014 193,455 154,900 131,244 509,200 988,799
Additions 4,691 6,229 24,633 - 35,553
Disposals (122) - (5,288) - (5,410)
Foreign translation difference 19,394 16,452 15,851 48,977 100,674
At 31 March 2015 217,418 177,581 166,440 558,177 1,119,616
Accumulated depreciation
At 1 April 2013 173,282 162,944 109,000 566,756 1,011,982
Charge for the year 17,487 3,854 23,528 4,217 49,086
Disposals - (2,440) (3,039) - (5,479)
Foreign translation difference (19,624) (17,114) (12,165) (61,773) (110,676)
At 31 March 2014 171,145 147,244 117,324 509,200 944,913
At 1 April 2014 171,145 147,244 117,324 509,200 944,913
Charge for the year 15,610 5,001 15,561 - 36,172
Disposals (122) - (4,770) - (4,892)
Foreign translation difference 17,878 15,470 13,469 48,977 95,794
At 31 March 2015 204,511 167,715 141,584 558,177 1,071,987
Net book value
At 31 March 2015 12,907 9,866 24,856 - 47,629
At 31 March 2014 22,310 7,656 13,920 - 43,886
At the end of the reporting period, the net book value of motor vehicle held under finance lease of the Group and the
Company was £8,835 (2014: £8,556).
16. PLANT AND EQUIPMENT (CONTINUED)
The Company
Furniture andfixtures Computerequipment Motorvehicles Total
£ £ £ £
Cost
At 1 April 2013 14,210 37,980 67,706 119,896
Additions 4,305 1,410 - 5,715
Disposals - - (6,079) (6,079)
Foreign translation difference (1,471) (3,481) (5,824) (10,776)
At 31 March 2014 17,044 35,909 55,803 108,756
At 1 April 2014 17,044 35,909 55,803 108,756
Additions 276 6,229 20,381 26,886
Disposals - - (2,960) (2,960)
Foreign translation difference 2,139 5,007 8,466 15,612
At 31 March 2015 19,459 47,145 81,690 148,294
Accumulated depreciation
At 1 April 2013 12,783 33,485 40,107 86,375
Charge for the year 1,008 2,173 13,313 16,494
Disposals - - (3,039) (3,039)
Foreign translation difference (1,196) (3,110) (4,065) (8,371)
At 31 March 2014 12,595 32,548 46,316 91,459
At 1 April 2014 12,595 32,548 46,316 91,459
Charge for the year 1,307 3,000 10,298 14,605
Disposals - - (2,442) (2,442)
Foreign translation difference 1,678 4,304 6,442 12,424
At 31 March 2015 15,580 39,852 60,614 116,046
Net book value
At 31 March 2015 3,879 7,293 21,076 32,248
At 31 March 2014 4,449 3,361 9,487 17,297
17. GOODWILL
The Group
£
Cost
At 31 March 2014 and 2015 961,845
Less: accumulated impairment loss
At 31 March 2014 and 2015 936,015
Net carrying amount
At 31 March 2014 and 2015 25,830
Impairment test for cash-generating unit containing goodwill
Goodwill is allocated to the Group's cash-generating unit ("CGU") identified according to operating segment as follows:
2015 2014
£ £
Security and surveillance 25,830 25,830
The recoverable amount of the CGU is determined based on value-in-use calculations. These calculations use cash flow
projections based on financial budgets approved by management covering a twelve month period. A discount rate of 15% has
been used for the value-in-use calculations.
Key assumptions used for value-in-use calculations:
2015 2014
Gross margin 25% 20%
Growth rate 15% 11%
Management determined the budgets based on their experience and knowledge in the construction contracts operations. The
discount rate used is pre-tax and reflects specific risks relating to the relevant segment.
Based on the impairment test performed, no impairment loss is recognised for the year (2014: Nil).
18. INTERESTS IN SUBSIDIARIES
2015 2014
£ £
Unlisted shares, at cost 639,965 1,053,475
Add: foreign translation difference - 161,537
Less: impairment loss (625,005) (1,201,190)
14,960 13,822
Amounts due from subsidiaries 91,424 7,213,254
Less: impairment loss - (4,459,285)
Add: foreign translation difference - (514)
91,424 2,753,455
Total 106,384 2,767,277
Amounts due from subsidiaries are unsecured, interest-free with no fixed term of repayment.
The following list contains the particulars of subsidiaries which principally affected the results, assets and liabilities
of the Group during the year ended 31 March 2015:
Name Place of incorporation andoperations Issued andfully paid upshare capital/registered capital Percentageof equityheld bythe Company Principalactivities
Directly Indirectly
T-Com Technology Co Limited 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
Leader Smart Holdings Limited # BVI US$10,000Ordinary share 100% - Investment holding
Leader Smart Engineering Limited # Hong Kong HK$10,000Ordinary share - 100% Investment holding and engineering contractor
Leader Smart Engineering (Shanghai) Limited # # (collectively the "Leader Smart Group") The PRC US$1,000,000Registered capital - 100% Supply, design, installation and maintenance of electrical and mechanical systems, construction decorations and provision of engineering consultancy services
# On 31 March 2015, the Company approved the decision to demerge the Leader Smart Group from the Group by distribution as a
dividend in specie to its shareholders at the fair value of the assets to be distributed. Accordingly, amounts due from
subsidiaries in the Company Statement of Financial Position as at 31 March 2014 were restated as amounts due from former
subsidiaries under non-current assets (note 21) in the Consolidated and Company Statement of Financial Position as at 31
March 2015.
19. INVENTORIES
The Group The Company
2015 2014 2015 2014
£ £ £ £
Raw materials 477,295 300,238 477,295 300,238
Work in progress - 490 - -
Finished goods 832,710 878,454 364,615 444,143
1,310,005 1,179,182 841,910 744,381
Less: impairment loss (104,541) (120,117) - -
1,205,464 1,059,065 841,910 744,381
The Group recognised a provision for obsolete inventories of £0 (2014: £9,660) on slow-moving inventories.
20. CONTRACTS-IN-PROGRESS
The Group The Company
2015 2014 2015 2014
£ £ £ £
Contract costs incurred plus attributable profits less foreseeable losses 19,237,828 30,934,302 17,420,721 13,957,023
Progress billings to date (18,197,386) (17,397,940) (17,936,359) (13,621,970)
1,040,442 13,536,362 (515,638) 335,053
Represented by:
Amounts due from customers for contracts-in-progress 2,411,247 14,404,193 813,681 964,673
Less: allowance for doubtful debts (206,436) (377,670) (206,436) (145,515)
Amounts due from customers for contracts-in-progress, net (note 21) 2,204,811 14,026,523 607,245 819,158
Amounts due to customers for contracts-in-progress(note 23) (1,164,369) (490,161) (1,122,883) (484,105)
1,040,442 13,536,362 (515,638) 335,053
At 31 March 2015, the amount of retention receivables from construction customers recorded within "trade and other
receivables" is £49,122 (2014: £52,689).
21. TRADE AND OTHER RECEIVABLES
The Group The Company
2015 2014 2015 2014
£ £ £ £
Current portion:
Trade receivables 1,156,106 1,414,152 769,265 760,300
Less: allowance for doubtful debts (191,806) (469,128) (65,131) (57,942)
Trade receivables, net 964,300 945,024 704,134 702,358
Other receivables 494,783 404,973 397,233 244,476
Deposits and prepayments 659,109 247,460 130,706 102,824
Amounts due from customers for contracts-in-progress, net (note 20) 2,204,811 14,026,523 607,245 819,158
4,323,003 15,623,980 1,839,318 1,868,816
Less: non-current portion - amounts due from customers for contracts-in-progress - (1,324,331) - -
4,323,003 14,299,649 1,839,318 1,868,816
Non-current portion:
Amounts due from customers for contracts-in-progress - 1,324,331 - -
Amounts due from former subsidiaries 2,973,435 - 2,973,435 -
2,973,435 1,324,331 2,973,435 -
All of the trade and other receivables are expected to be recovered within one year, other than those separately
disclosed.
Upon the completion of demerger transaction (see notes 18 and 31), the net carrying value of the balances due from the
Leader Smart Group was restated as £2,973,435. After the end of the reporting period, the net balance was re-assigned to
the Parent of the Leader Smart Group (note 34).
21. 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 is 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
2015 2014 2015 2014
£ £ £ £
At 1 April 469,128 637,847 57,942 240,929
Impairment loss recognised - 99,907 - -
Recovery from bad debts (16,508) (44,617) - -
Written back of allowance - (168,779) - (168,779)
Foreign translation difference (260,814) (55,230) 7,189 (14,208)
At 31 March 191,806 469,128 65,131 57,942
At 31 March 2015, trade receivables of the Group and the Company amounting to £0 (2014: £99,907) and £0 (2014: £0)
respectively, are individually determined to be impaired and an impairment loss was provided. These individually impaired
receivables were outstanding over one year at the end of the reporting period.
(b) Trade receivables that are not impaired
The following is an aged analysis of trade receivables at the end of the reporting period that were past due but not
impaired:
The Group The Company
2015 2014 2015 2014
£ £ £ £
0 to 90 days 856,306 786,137 645,262 615,258
91 to 365 days 56,218 126,401 55,766 80,155
Over 365 days 51,776 32,486 3,106 6,945
964,300 945,024 704,134 702,358
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.
22. CASH AND BANK BALANCES
(a) Cash and cash equivalents
The Group The Company
2015 2014 2015 2014
£ £ £ £
Cash at bank and on hand 1,099,861 310,805 1,044,484 160,210
Restricted cash * 121,846 69,055 - -
Cash and cash equivalents in the consolidated and the Company's statement of cash flows 1,221,707 379,860 1,044,484 160,210
* At 31 March 2015, the Group maintained £121,846 (2014: £69,055) as restricted cash held at bank as security against the
banking facilities (note 25).
(b) Bank deposits
At 31 March 2015, £251,641 (2014: £223,865) are restricted deposits held at bank with maturities greater than three months,
as 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 0.37% per annum (2014: 0.41%).
(c) Cash and bank balances are denominated in the following currencies:
The Group The Company
2015 2014 2015 2014
£ £ £ £
AUD 327 350 327 350
CAD 798 813 798 813
GBP 115 115 115 115
HKD 1,263,290 380,702 1,263,148 374,209
JYP 67 70 67 70
NTD 175,935 211,460 - -
RMB - 475 - -
USD 32,816 9,740 31,670 8,518
1,473,348 603,725 1,296,125 384,075
23. TRADE AND OTHER PAYABLES
The Group The Company
2015 2014 2015 2014
£ £ £ £
Trade payables 585,931 1,978,634 79,176 67,577
Bills payable 197,437 236,528 - -
Due to related parties (note 29(b)) 148,540 37,017 6,791 -
Accruals and other payables 1,146,339 1,500,009 1,048,953 893,094
Deferred income on financial guarantees issued (note 31) - 302,604 - -
Amounts due to customers for contracts-in-progress (note 20) 1,164,369 490,161 1,122,883 484,105
3,242,616 4,544,953 2,257,803 1,444,776
24. INCOME TAX IN THE STATEMENT OF FINANCIAL POSITION
(a) Current tax liability in the statement of comprehensive income represents:
The Group The Company
2015 2014 2015 2014
£ £ £ £
Hong Kong profits tax - - - -
PRC income tax - 1,144,800 - -
Taiwan income tax 34,442 82,173 - -
34,442 1,226,973 - -
(b) Unrecognised deferred tax assets
At 31 March 2015, the Company had unused tax losses of £4,746,391 (2014: £4,512,158) that were available for offset against
future taxable profits of the Company. No deferred tax assets have been recognised due to the unpredictability of the
future profit streams. Such unused tax losses are available to be carried forward at no expiration.
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.
25. LOAN AND BORROWINGS
The Group The Company
2015 2014 2015 2014
£ £ £ £
Within one year or on demand:
Secured bank loans (note a) 1,122,052 440,582 - -
Note:
The secured bank loans carried interest at rates ranging from 3.49% to 3.68% per annum (2014: 3.39% to 3.91% per annum) and
were secured by:-
(i) Restricted cash (note 22) and;
(ii) Personal guarantee by the Chairman of the Company, Mr. Stephen Sin Mo KOO (note 29(c)).
26. OBLIGATIONS UNDER FINANCE LEASE
At 31 March 2015 and 2014, the Group and the Company had obligations under finance lease as follows:
Minimum lease payment Present value of the minimum lease payment
2015 2014 2015 2014
£ £ £ £
Within one year 8,944 7,956 7,694 6,844
Between two to five years 745 8,620 641 7,415
Total minimum finance lease payments 9,689 16,576 8,335 14,259
Less: future finance charges 1,354 2,317
Present value of lease obligation 8,335 14,259
27. SHARE CAPITAL
2015 2014
£ £
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 (2014: 383,677,323 ordinary shares)of HK$0.0625 each 1,697,617 1,697,617
The Company has one class of ordinary shares.
28. EMPLOYEE RETIREMENT BENEFITS
(a) 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 (HK$25,000 prior to June 2014). Contributions to the MPF scheme vest
immediately.
(b) Employees of the subsidiary in Taiwan chose to participate in a defined contribution scheme governed by the Labour
Pension Act of Taiwan. This subsidiary contributes at 6% of the total salaries of the participating employees who have
chosen to participate in the defined contribution scheme, the contribution deposited into individual pension accounts at
the Bureau of Labour Insurance of Taiwan.
Save as set out above, the Group has no other material obligations to make payments in respect of retirement benefits of
the employees.
29. RELATED PARTY TRANSACTIONS
Compensation of key management personnel
The remuneration of the key management of the Group during the year was as follows:-
2015 2014
£ £
Salaries, bonus and allowances 226,725 243,431
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.
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 2015, there is a payable balance of £202 (2014: £37,017) due to Mr. Stephen Sin Mo KOO, the Director of
the Company, which is unsecured, interest-free and repayable on demand (note 23).
(b) At 31 March 2015, there is a payable balance of £140,436 (2014: Nil) due to non-controlling shareholders of a
subsidiary of the Company, which is unsecured, interest-free and repayable on demand.
(c) At 31 March 2015, the bank facilities amounting to £1,037,063 (2014: £946,068) are personally guaranteed by Mr.
Stephen Sin Mo KOO, which remained unused. No charge has been requested for this guarantee (note 25).
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.
30. COMMITMENTS
(a) Capital commitments
At 31 March 2015, the Group and the Company has no 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
2015 2014 2015 2014
£ £ £ £
Within one year 93,041 114,902 50,872 70,764
Between two to five years 46,633 28,055 46,633 21,187
139,674 142,957 97,505 91,951
31. DEMERGER TRANSACTION
During the year ended 31 March 2015, the Company approved a corporate restructuring exercise by demerging its Electrical
and Mechanical business that was operated by its subsidiaries namely Leader Smart Engineering Limited and Leader Smart
Engineering (Shanghai) Limited (collectively the "Leader Smart Group"). All of the issued shares in the Leader Smart Group
were transferred to Leader Smart Holdings Limited, a BVI company, whose shares were distributed as non-cash dividends,
ranking pari passu in all respects with the existing shareholders of the Company. This exercise is treated as the
distribution of non-cash assets to owners and the dividend in specie has been debited to the retained earnings
accordingly.
The net carrying values of the assets to be distributed at 31 March 2015:
£
ASSETS
Tradeand other receivables 13,931,948
Cash and cash equivalents 6,812
Total assets 13,938,760
LIABILITIES
Tradeand other payables 11,519,954
Current tax liability 1,287,150
Financial guarantee liabilities 340,231
Total liabilities 13,147,335
Net asset value 791,425
Special dividend declared and payable per ordinary share 0.2p
31. DEMERGER TRANSACTION (CONTINUED)
Electrical and Mechanical business was discontinued on 31 March 2015 and its operating results are presented as follows:
2015 2014
£ £
Revenue from discontinued operations 51,129 71,159
Other income 2,186 -
Other gains and losses (48,190) (96,017)
Administrative expenses (35,782) (44,597)
Loss for the year from discontinued operations (30,657) (79,714)
Earnings per share - Basic and Diluted (0.01)p (0.02)p
Cash flows from discontinued operations 2015 2014
£ £
Net cash outflows from operating activities (2,470) 402
Net cash outflows from investing activities - -
Net cash outflows from financing activities - -
Effect of foreign exchange changes, net 2,440 (360)
(30) 42
Upon the completion of demerger transaction, a net effect of £4,730,991 was charged directly in equity.
32. CONTINGENT LIABILITIES
In the opinion of the Directors of the Company, there were no material contingent liabilities outstanding at 31 March
2015.
33. COMPARATIVE FIGURES
Certain comparative figures in these financial statements have been re-classified to conform to the current year's
presentation
34. EVENTS AFTER THE END OF THE REPORTING PERIOD
(i) On 1 April 2015, the Company entered into the assignment of deed and agreed to transfer the balance with its
former subsidiaries to their parent company namely Leader Smart Holdings Limited.
(ii) On 1 September 2015, the directors proposed a final dividend. Further details are disclosed in note 15(i).
35. APPROVAL OF FINANCIAL STATEMENTS
The financial statements were approved and authorised for issue by the Board of Directors on 10 September 2015.
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the 2015 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 8
October 2015 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 2015 together
with the Directors' report and the Independent Auditor's report;
2. To declare a final dividend for the financial year ended 31 March 2015.
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.
By Order of the Board Registered office:
Mr. Stephen Sin Mo KOO Unit 01A, 2/F., Sunbeam Centre,
Executive Chairman 27 Shing Yip Street,
Kwun Tong, Kowloon,
10 September 2015 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 18 September 2015 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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