FINAL RESULTS FOR THE YEAR ENDED 31 MARCH 2016

Transcription

1 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. (Incorporated in Bermuda with limited liability) (Stock Code: 30) FINAL RESULTS FOR THE YEAR ENDED 31 MARCH 2016 The board of directors (the Board ) of Ban Loong Holdings Limited ( the Company ) hereby announces that the consolidated statement of comprehensive income and statement of financial position of the Company and its subsidiaries ( the Group ) for the year ended 31 March 2016 as follows: CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME For the year ended 31 March Notes (Restated) Continuing operations Revenue 3 146,491,215 56,403,923 Cost of sales (120,241,995) (42,921,342) Gross profit 26,249,220 13,482,581 Other income and gain 443, ,802 Decrease in fair value of held for trading investment (5,512) Realised gain on held for trading investment 12,992 Gain on disposal of a subsidiary 215,058 Fair value gain on derivative component of convertible bonds 558,546 Loss on write-off of intangible asset (1,272,489) Loss on write-off of prepayments on exploration and evaluation activities (4,553,640) Selling and distribution expenses (1,758,722) (1,626,174) General and administrative expenses (44,140,179) (44,637,468) Finance costs 4 (4,796,721) (4,428,472) Loss before tax 5 (29,042,231) (36,794,243) Income tax expenses 6 (939,944) 1

2 Notes (Restated) Loss for the year from continuing operations (29,982,175) (36,794,243) Discontinued operation 8 Loss for the year from discontinued operation (12,384,759) (81,186,373) Loss for the year (42,366,934) (117,980,616) Other comprehensive (expense) income Items that may be reclassified subsequently to profit or loss: Exchange differences arising on translating foreign operations (17,510,743) 3,143,593 Exchange reserve released on disposal of subsidiaries (382,548) Other comprehensive (expense) income for the year (17,893,291) 3,143,593 Total comprehensive expense for the year (60,260,225) (114,837,023) Loss for the year attributable to owners of the Company from continuing operations (26,249,430) (33,579,904) from discontinued operation (7,288,177) (48,711,824) Loss for the year attributable to owners of the Company (33,537,607) (82,291,728) Loss for the year attributable to non-controlling interests from continuing operations (3,732,745) (3,214,339) from discontinued operation (5,096,582) (32,474,549) Loss for the year attributable to non-controlling interests (8,829,327) (35,688,888) (42,366,934) (117,980,616) Total comprehensive expense for the year attributable to: Owners of the Company (44,282,874) (80,284,940) Non-controlling interests (15,977,351) (34,552,083) (60,260,225) (114,837,023) Loss per share 9 From continuing and discontinued operations Basic and diluted (HK cents) (1.58) (4.63) From continuing operations Basic and diluted (HK cents) (1.24) (1.89) 2

3 CONSOLIDATED STATEMENT OF FINANCIAL POSITION As at 31 March Notes Non-current assets Property, plant and equipment 63,531,515 68,278,836 Prepaid lease payments 1,251,386 1,426,040 Intangible assets 305,080, ,189,399 Prepayments for exploration and evaluation activities 8,526,297 13,521,090 Prepayment for purchase of property, plant and equipment 1,274,000 Available-for-sale investment 60,000,000 Deferred tax asset 64, ,454, ,689,365 Current assets Trade receivables 10 1,931,763 3,572,971 Loan and interest receivables ,469,877 Other receivables, deposits and prepayments 34,556,312 8,184,405 Held for trading investment 12,948 Derivative component of convertible bonds 3,779,263 Bank balances and cash 62,712,761 97,858, ,449, ,628,366 Current liabilities Trade and other payables 12 15,027,578 22,402,614 Bank borrowing 13 7,078,213 Advance subscriptions and licence fees received 1,952,611 2,162,767 Amounts due to non-controlling shareholders of subsidiaries 4,375,651 5,045,836 Tax payable 3,069,584 2,220,401 24,425,424 38,909,831 Net current assets 201,024,552 70,718,535 Total assets less current liabilities 579,478, ,407,900 3

4 Notes Non-current liabilities Provision for reinstatement costs 757, ,635 Bonds 14 66,029,000 65,229,000 Convertible bonds 15 5,306,546 Deferred tax liabilities 73,438,582 77,169, ,531, ,194, ,947, ,213,226 Capital and reserves Share capital 16 24,305,532 19,864,152 Reserves 301,860, ,923,929 Equity attributable to owners of the Company 326,166, ,788,081 Non-controlling interests 107,781, ,425, ,947, ,213,226 4

5 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 March GENERAL INFORMATION Ban Loong Holdings Limited (formerly known as ABC Communications (Holdings) Limited) (the Company ) is incorporated in Bermuda and its shares are listed on The Stock Exchange of Hong Kong Limited (the Stock Exchange ). The address of the registered office is Clarendon House, 2 Church Street, Hamilton HM11, Bermuda. The address of its principal place of business is Room , 27/F., China Resources Building, No.26 Harbour Road, Wanchai, Hong Kong. The principal activity of the Company is an investment holding company. The Company s subsidiaries (together with the Company collectively referred to as the Group ) are principally engaged in providing financial quotation services, wireless applications development, mining operations, money lending business and trading of goods and commodities. The Group was also engaged in the development of encryption technology and products which were discontinued in current year (see note 8). The consolidated financial statements are presented in Hong Kong dollars ( ), which is also the functional currency of the Company. 2. APPLICATION OF NEW AND REVISED HONG KONG FINANCIAL REPORTING STANDARDS ( HKFRS(s) ) In the current year, the Group has applied the following new and revised HKFRSs, which include HKFRSs, Hong Kong Accounting Standards ( HKAS(s) ), amendments and interpretations, issued by the Hong Kong Institute of Certified Public Accountants (the HKICPA ). Amendments to HKFRSs Amendments to HKFRSs Amendments to HKAS 19 Annual Improvements to HKFRSs Cycle Annual Improvements to HKFRSs Cycle Defined Benefit Plans: Employee Contributions Except as described below, the application of the new and revised HKFRSs in the current year has had no material impact on the Group s financial performance and positions for the current and prior years and/or on the disclosures set out in these consolidated financial statements. Annual Improvements to HKFRSs Cycle The Annual Improvements to HKFRSs Cycle include a number of amendments to various HKFRSs, which are summarised below. The amendments to HKFRS 2 (i) change the definitions of vesting condition and market condition ; and (ii) add definitions for performance condition and service condition which were previously included within the definition of vesting condition. The amendments to HKFRS 2 are effective for share-based payment transactions for which the grant date is on or after 1 July

6 The amendments to HKFRS 3 clarify that contingent consideration that is classified as an asset or a liability should be measured at fair value at each reporting date, irrespective of whether the contingent consideration is a financial instrument within the scope of HKFRS 9 or HKAS 39 or a non-financial asset or liability. Changes in fair value (other than measurement period adjustments) should be recognised in profit and loss. The amendments to HKFRS 3 are effective for business combinations for which the acquisition date is on or after 1 July The amendments to HKFRS 8 (i) require an entity to disclose the judgements made by management in applying the aggregation criteria to operating segments, including a description of the operating segments aggregated and the economic indicators assessed in determining whether the operating segments have similar economic characteristics ; and (ii) clarify that a reconciliation of the total of the reportable segments assets to the entity s assets should only be provided if the segment assets are regularly provided to the chief operating decision-maker. The amendments to the basis for conclusions of HKFRS 13 clarify that the issue of HKFRS 13 and consequential amendments to HKAS 39 and HKFRS 9 did not remove the ability to measure short-term receivables and payables with no stated interest rate at their invoice amounts without discounting, if the effect of discounting is immaterial. The amendments to HKAS 16 and HKAS 38 remove perceived inconsistencies in the accounting for accumulated depreciation/amortisation when an item of property, plant and equipment or an intangible asset is revalued. The amended standards clarify that the gross carrying amount is adjusted in a manner consistent with the revaluation of the carrying amount of the asset and that accumulated depreciation/amortisation is the difference between the gross carrying amount and the carrying amount after taking into account accumulated impairment losses. The amendments to HKAS 24 clarify that a management entity providing key management personnel services to a reporting entity is a related party of the reporting entity. Consequently, the reporting entity should disclose as related party transactions the amounts incurred for the service paid or payable to the management entity for the provision of key management personnel services. However, disclosure of the components of such compensation is not required. The directors of the Company consider that the application of the amendments to HKFRSs Cycle has had no material impact in the Group s consolidated financial statements. Annual Improvements to HKFRSs Cycle The Annual Improvements to HKFRSs Cycle include a number of amendments to various HKFRSs, which are summarised below. The amendments to HKFRS 3 clarify that the standard does not apply to the accounting for the formation of all types of joint arrangement in the financial statements of the joint arrangement itself. The amendments to HKFRS 13 clarify that the scope of the portfolio exception for measuring the fair value of a group of financial assets and financial liabilities on a net basis includes all contracts that are within the scope of, and accounted for in accordance with, HKAS 39 or HKFRS 9, even if those contracts do not meet the definitions of financial assets or financial liabilities within HKAS 32. 6

7 The amendments to HKAS 40 clarify that HKAS 40 and HKFRS 3 are not mutually exclusive and application of both standards may be required. Consequently, an entity acquiring investment property must determine whether: (a) the property meets the definition of investment property in terms of HKAS 40; and (b) the transaction meets the definition of a business combination under HKFRS 3. The directors of the Company consider that the application of the amendments to HKFRSs Cycle has had no material impact in the Group s consolidated financial statements. 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: HKFRS 9 (2014) Financial Instruments 3 HKFRS 15 Revenue from Contracts with Customers 3 HKFRS 16 Leases 4 Amendments to HKFRSs Annual Improvements to HKFRSs Cycle 1 Amendments to HKAS 1 Disclosure Initiative 1 Amendments to HKAS 7 Disclosure Initiative 2 Amendments to HKAS 12 Recognition of Deferred Tax Assets for Unrealised Losses 2 Amendments to HKAS 16 and HKAS 38 Clarification of Acceptable Methods of Depreciation and Amortisation 1 Amendments to HKAS 16 and Agriculture: Bearer Plants 1 HKAS 41 Amendments to HKAS 27 Equity Method in Separate Financial Statements 1 Amendments to HKFRS 10 and HKAS 28 Sale or Contribution of Assets between an Investor and its Associate or Joint Venture 5 Amendments to HKFRS 10 and Investment Entities: Applying the Consolidation Exception 1 HKFRS 12 and HKAS 28 Amendments to HKFRS 11 Accounting for Acquisitions of Interests in Joint Operations 1 Amendments to HKFRS 15 Clarification to HKFRS Effective for annual periods beginning on or after 1 January Effective for annual periods beginning on or after 1 January Effective for annual periods beginning on or after 1 January Effective for annual periods beginning on or after 1 January Effective date not yet been determined. The directors of the Company anticipate that, except as described below, the application of other new and revised HKFRSs will have no material impact on the results and the financial position of the Group. 7

8 HKFRS 9 (2014) Financial Instruments HKFRS 9 issued in 2009 introduces new requirements for the classification and measurement of financial assets. HKFRS 9 was amended in 2010 to include the requirements for the classification and measurement of financial liabilities and for derecognition. In 2013, HKFRS 9 was further amended to bring into effect a substantial overhaul of hedge accounting that will allow entities to better reflect their risk management activities in the financial statements. A finalised version of HKFRS 9 was issued in 2014 to incorporate all the requirements of HKFRS 9 that were issued in previous years with limited amendments to the classification and measurement by introducing a fair value through other comprehensive income ( FVTOCI ) measurement category for certain financial assets. The finalised version of HKFRS 9 also introduces an expected credit loss model for impairment assessments. Key requirements of HKFRS 9 (2014) are described below: 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. Debt instruments that are held within a business model whose objective is achieved both by collecting contractual cash flows and selling financial assets, and that have contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding, are measured at FVTOCI. 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 (2014), entities may make an irrevocable election to present subsequent changes in the fair value of an equity investment (that is not held for trading) in other comprehensive income, with only dividend income generally recognised in profit or loss. With regard to the measurement of financial liabilities designated as at fair value through profit or loss, HKFRS 9 (2014) requires that 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 of financial liabilities attributable to a financial liability s credit risk are not subsequently reclassified to profit or loss. Under HKAS 39, the entire amount of the change in the fair value of the financial liability designated as at fair value through profit or loss was presented in profit or loss. In the aspect of impairment assessments, the impairment requirements relating to the accounting for an entity s expected credit losses on its financial assets and commitments to extend credit were added. Those requirements eliminate the threshold that was in HKAS 39 for the recognition of credit losses. Under the impairment approach in HKFRS 9 (2014) it is no longer necessary for a credit event to have occurred before credit losses are recognised. Instead, expected credit losses and changes in those expected credit losses should always be accounted for. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition and, consequently, more timely information is provided about expected credit losses. 8

9 HKFRS 9 (2014) introduces a new model which is more closely aligns hedge accounting with risk management activities undertaken by companies when hedging their financial and non-financial risk exposures. As a principle-based approach, HKFRS 9 (2014) looks at whether a risk component can be identified and measured and does not distinguish between financial items and non-financial items. The new model also enables an entity to use information produced internally for risk management purposes as a basis for hedge accounting. Under HKAS 39, it is necessary to exhibit eligibility and compliance with the requirements in HKAS 39 using metrics that are designed solely for accounting purposes. The new model also includes eligibility criteria but these are based on an economic assessment of the strength of the hedging relationship. This can be determined using risk management data. This should reduce the costs of implementation compared with those for HKAS 39 hedge accounting because it reduces the amount of analysis that is required to be undertaken only for accounting purposes. HKFRS 9 (2014) will become effective for annual periods beginning on or after 1 January 2018 with early application permitted. The directors of the Company anticipate that the application of HKFRS 9 (2014) in the future may have a material impact on amounts reported in respect of the Group s financial assets and financial liabilities. Regarding the Group s financial assets and financial liabilities, it is not practicable to provide a reasonable estimate of the effect of HKFRS 9 (2014) until a detailed review has been completed. HKFRS 15 Revenue from Contracts with Customers The core principle of HKFRS 15 is that an entity should recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Thus, HKFRS 15 introduces a model that applies to contracts with customers, featuring a contract-based five-step analysis of transactions to determine whether, how much and when revenue is recognised. The five steps are as follows: (i) (ii) (iii) (iv) (v) Identify the contract with a customer; Identify the performance obligations in the contract; Determine the transaction price; Allocate the transaction price to the performance obligations; and Recognise revenue when (or as) the entity satisfies a performance obligation. HKFRS 15 also introduces extensive qualitative and quantitative disclosure requirements which aim to enable users of the financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. HKFRS 15 will supersede the current revenue recognition guidance including HKAS 18 Revenue, HKAS 11 Construction Contracts and the related Interpretations when it becomes effective. HKFRS 15 will become effective for annual periods beginning on or after 1 January 2018 with early application permitted. 9

10 The directors of the Company anticipate that the application of HKFRS 15 in the future may have a material impact on amounts reported and disclosures made in the Group s consolidated financial statements. However, it is not practicable to provide a reasonable estimate of the effect of HKFRS 15 until the Group performs a detailed review. HKFRS 16 Leases HKFRS 16 provides a comprehensive model for the identification of lease arrangements and their treatment in the financial statements of both lessors and lessees. In respect of the lessee accounting, the standard introduces a single lessee accounting model, requiring lessees to recognise assets and liabilities for all leases with the lease term of more than 12 months, unless the underlying asset has a low value. At the commencement date of the lease, the lessee is required to recognise a right-of-use asset at cost, which consists of the amount of the initial measurement of the lease liability, plus any lease payments made to the lessor at or before the commencement date less any lease incentives received, the initial estimate of restoration costs and any initial direct costs incurred by the lessee. A lease liability is initially recognised at the present value of the lease payments that are not paid at that date. Subsequently, the right-of-use asset is measured at cost less any accumulated depreciation and any accumulated impairment losses, and adjusted for any remeasurement of the lease liability. Lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability, reducing the carrying amount to reflect the lease payment made, and remeasuring the carrying amount to reflect any reassessment or lease modifications or to reflect revised in-substance fixed lease payments. Depreciation and impairment expenses, if any, on the right-of-use asset will be charged to profit or loss following the requirements of HKAS 16 Property, Plant and Equipment, while interest accrual on lease liability will be charged to profit or loss. In respect of the lessor accounting, HKFRS 16 substantially carries forward the lessor accounting requirements in HKAS 17. Accordingly, a lessor continues to classify its leases as operating leases or finance leases, and to account for those two types of leases differently. HKFRS 16 will supersede the current lease standards including HKAS 17 Leases and the related Interpretations when it becomes effective. HKFRS 16 will be effective for annual periods beginning on or after 1 January 2019 with early application permitted provided that the entity has applied HKFRS 15 Revenue from Contracts with Customers at or before the date of initial application of HKFRS 16. The directors of the Company are in the process of assessing their impact on the consolidated financial statements of these requirements. However, it is not practicable to provide a reasonable estimate of the effect until the Group performs a detailed review. 10

11 Amendments to HKAS 1 Disclosure Initiative The amendments clarify that companies should use professional judgement in determining what information as well as where and in what order information is presented in the financial statements. Specifically, an entity should decide, taking into consideration all relevant facts and circumstances, how it aggregates information in the financial statements, which include the notes. An entity does not require to provide a specific disclosure required by a HKFRS if the information resulting from that disclosure is not material. This is the case even if the HKFRS contain a list of specific requirements or describe them as minimum requirements. Besides, the amendments provide some additional requirements for presenting additional line items, headings and subtotals when their presentation is relevant to an understanding of the entity s financial position and financial performance respectively. Entities, in which they have investments in associates or joint ventures, are required to present the share of other comprehensive income of associates and joint ventures accounted for using the equity method, separated into the share of items that (i) will not be reclassified subsequently to profit or loss; and (ii) will be reclassified subsequently to profit or loss when specific conditions are met. Furthermore, the amendments clarify that: (i) (ii) an entity should consider the effect on the understandability and comparability of its financial statements when determining the order of the notes; and significant accounting policies are not required to be disclosed in one note, but instead can be included with related information in other notes. The amendments will become effective for financial statements with annual periods beginning on or after 1 January Earlier application is permitted. The directors of the Company anticipate that the application of Amendments to HKAS 1 in the future may have a material impact on the disclosures made in the Group s consolidated financial statements. However, it is not practicable to provide a reasonable estimate of the effect of HKAS 1 until the Group performs a detailed review. Amendments to HKAS 7 Disclosure Initiative The amendments to HKAS 7 require entities to provide disclosure that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes. To satisfy such requirements, an entity shall disclose (to the extent necessary) the changes in liabilities arising from financing activities including changes from financing cash flows, changes arising from obtaining or losing control of subsidiaries or other businesses, the effect of changes in foreign exchange rates, changes in fair values and other changes. 11

12 Liabilities arising from financing activities are liabilities for which cash flows were, or future cash flows will be, classified in the consolidated statement of cash flows as cash flows from financing activities. In addition, the disclosure requirement also applies to changes in financial assets (for example, assets that hedge liabilities arising from financing activities) if cash flows from those financial assets were, or future cash flows will be, included in cash flows from financing activities. The amendments state that one way to fulfil the new disclosure requirement is to provide reconciliation between the opening and closing balances in the consolidated statement of financial position for liabilities arising from financing activities. Finally, the amendments also state that changes in liabilities arising from financing activities must be disclosed separately from changes in other assets and liabilities. The amendments will become effective for consolidated financial statements with annual periods beginning on or after 1 January Early application is permitted. The directors of the Company anticipate that the application of Amendments to HKAS 7 in the future may have a material impact on the consolidated financial statements. However, it is not practicable to provide a reasonable estimate of the effect of Amendments to HKAS 1 until the Group performs a detailed review. Amendments to HKAS 16 and HKAS 38 Clarification of Acceptable Methods of Depreciation and Amortisation The amendments to HKAS 16 prohibit the use of revenue-based depreciation methods for property, plant and equipment under HKAS 16. The amendments to HKAS 38 introduce a rebuttable presumption that use of revenue-based amortisation methods for intangible assets is inappropriate. This presumption can be rebutted only in the following limited circumstances: (i) (ii) when the intangible asset is expressed as a measure of revenue; and when a high correlation between revenue and the consumption of the economic benefits of the intangible assets could be demonstrated. The amendments to HKAS 16 and HKAS 38 will become effective for financial statements with annual periods beginning on or after 1 January Earlier application is permitted. The amendments should be applied prospectively. As the Group uses either the straight-line method or Units of Production ( UOP ) method for depreciation of property, plant and equipment or amortisation of intangible assets, the directors of the Company anticipate that the application of Amendments to HKAS 16 and HKAS 38 in the future will not have a material impact on the Group s consolidated financial statements. 12

13 Amendments to HKAS 27 Equity Method in Separate Financial Statements The amendments to HKAS 27 allow an entity to apply the equity method to account for its investments in subsidiaries, joint ventures and associates in its separate financial statements. As a result of the amendments, the entity can choose to account for these investments either: (i) (ii) at cost; in accordance with HKFRS 9 (or HKAS 39); or (iii) using the equity method as described in HKAS 28. The amendments to HKAS 27 will become effective for financial statements with annual periods beginning on or after 1 January Earlier application is permitted. The amendments should be applied retrospectively. As the Company does not have any investment in associates or joint ventures, the directors of the Company do not anticipate that the application of the amendments to HKAS 27 will have a material impact on the Company s financial statements. Amendments to HKFRS 15 Revenue from Contracts with Customers The amendments to HKFRS 15 provide certain clarification and outline as follows: clarify when a promised good or service is separately identifiable from other promises in a contract (i.e. distinct within the context of the contract), which is part of an entity s assessment of whether a promised good or service is a performance obligation; clarify how to apply the principal versus agent application guidance to determine whether the nature of an entity s promise is to provide a promised good or service itself (i.e. the entity is a principal) or to arrange for goods or services to be provided by another party (i.e. the entity is an agent); clarify for a licence of intellectual property when an entity s activities significantly affect the intellectual property to which the customer has rights, which is a factor in determining whether the entity recognises revenue over time or at a point in time; clarify the scope of the exception for sales-based and usage-based royalties related to licences of intellectual property (the royalty constraint) when there are other promised goods or services in the contract; and add two practical expedients to the transition requirements of HKFRS 15 for: (a) (b) completed contracts under the full retrospective transition approach; and contract modifications at transition. 13

14 The amendments to HKFRS 15 do not change the effective date of HKFRS 15 and therefore are effective for annual reporting periods beginning or after 1 January Early application the amendments to HKFRS 15 together with HKFRS 15 continue to be permitted. The directors of the Company anticipate that the application of amendments to HKFRS 15 together with the HKFRS 15 in the future may have a material impact on amounts reported and disclosures made in the Group s consolidated financial statements. However, it is not practicable to provide a reasonable estimate of the effect of amendments to HKFRS 15 until the Group performs a detailed review. 3. REVENUE AND SEGMENT INFORMATION Information reported to the directors of the Company, being the chief operating decision maker ( CODM ), for the purpose of resources allocation and assessment of segment performance focus on types of goods or services delivered or provided. The directors of the Company have chosen to organise the Group around differences in products and services. No operating segments identified by the CODM have been aggregated in arriving at the reporting segments of the Group. Specifically, the Group s reporting and operating segments under HKFRS 8 are as follows: (i) (ii) (iii) (iv) Financial quotation services segment engages in the provision of financial quotation services and wireless applications development; Mining operations segment engages in (i) sale of mineral products and (ii) leasing of mining right, exploration rights and related assets which is commenced during the year ended 31 March 2016; Money lending segment engages in the provision of financing services; and Trading segment engages in the trading of goods and commodities. During the year ended 31 March 2016, the Group commenced two new reporting and operating segments, namely, money lending segment and trading segment and the operation under the mining operation segment changed to leasing of mining right, exploration rights and related assets instead of extraction, exploration of mineral products. The Group s encryption technology and products segment was introduced during the year ended 31 March 2015 as a result of the acquisition of POMP International Limited ( POMP ) and it was discontinued during the year ended 31 March The segment information reported on the next pages does not include any amounts for these discontinued operations, which are described in more details in note 8. Segment revenues and results The following is an analysis of the Group s revenue and results from continuing operations by reportable and operating segments: 14

15 For the year ended 31 March 2016 Continuing operations Financial quotation services Mining operations Money lending Trading Total Revenue 30,117,589 6,775,040 9,059, ,538, ,491,215 Segment (loss) profit (5,449,082) (2,305,536) 8,098,597 (215,979) 128,000 Unallocated corporate income and gain 34,966 Fair value gain on derivative component of convertible bonds 558,546 Realised gain on held for trading investment 12,992 Gain on disposal of a subsidiary 215,058 Unallocated corporate expenses (25,195,072) Finance costs (4,796,721) Loss before tax (29,042,231) For the year ended 31 March 2015 Continuing operations Financial quotation services Mining operations Money lending Trading Total (Restated) Revenue 55,808, ,450 56,403,923 Segment loss (2,673,707) (4,141,476) (6,815,183) Unallocated corporate income and gain 3,847 Decrease in fair value of held for trading investment (5,512) Unallocated corporate expenses (25,548,923) Finance costs (4,428,472) Loss before tax (36,794,243) 15

16 The accounting policies of the operating segments are the same as the Group s accounting policies. Segment loss represents the loss from each segment without allocation of directors salaries, certain bank interest income included in other income and gain, fair value gain on derivative component of convertible bonds, decrease in fair value of held for trading investment, realised gain on held for trading investment, gain on disposal of a subsidiary, certain general and administrative expenses, and finance costs. This is the measure reported to the CODM for the purposes of resource allocation and performance assessment. Segment assets and liabilities The following is an analysis of the Group s assets and liabilities by reportable and operating segments: Segment assets Continuing operations Financial quotation services 21,328,685 30,759,170 Mining operations 375,263, ,419,711 Money lending 123,739,855 Trading 30,950,739 Unallocated corporate assets 52,621, ,618,898 Total segment assets 603,904, ,797,779 Assets relating to discontinued operation encryption technology and products 29,519,952 Consolidated assets 603,904, ,317, Segment liabilities Continuing operations Financial quotation services 4,774,874 8,735,938 Mining operations 90,902,830 95,224,225 Money lending 930,104 Trading 209,218 Unallocated corporate liabilities 73,139,849 68,938,743 Total segment liabilities 169,956, ,898,906 Liabilities relating to discontinued operation encryption technology and products 9,205,599 Consolidated liabilities 169,956, ,104,505 16

17 For the purpose of monitoring segment performance and allocating resources between segments: all assets are allocated to reportable and operating segments other than certain property, plant and equipment, available-for-sale investment, certain other receivables, deposits and prepayments, held for trading investment, derivative component of convertible bonds and certain bank balances and cash which are managed on a group basis. all liabilities are allocated to reportable and operating segments other than certain other payables, bonds and convertible bonds which are managed on a group basis. Other segment information For the year ended 31 March 2016 Continuing operations Financial quotation services Mining operations Money lending Trading Unallocated Total Amounts included in the measure of segment results or segment assets: Depreciation of property, plant and equipment 225,997 2,114, , ,168 1,065,352 4,047,483 Amortisation of prepaid lease payment 106, ,243 Additions to non-current assets 546,323 18, ,912 1,529,914 2,024,814 4,955,334 Loss on write-off of intangible asset 1,272,489 1,272,489 Loss on write-off of prepayment for exploration and evaluation activities 4,553,640 4,553,640 Bank interest income (208,738) (34,966) (243,704) Amounts regularly provided to the chief operating decision maker but not included in the measure of segment results or segment assets: Realised gain on held for trading investment (12,992) (12,992) Finance costs 4,796,721 4,796,721 Income tax expenses 73, , ,944 17

18 For the year ended 31 March 2015 Continuing operations Financial quotation services Mining operations Money lending Trading Unallocated Total (Restated) Amounts included in the measure of segment results or segment assets: Depreciation of property, plant and equipment 184,193 2,189,725 1,725,554 4,099,472 Amortisation of prepaid lease payment 110, ,139 Additions to non-current assets 75, , , ,677 Bank interest income (314,352) (3,846) (318,198) Amounts regularly provided to the chief operating decision maker but not included in the measure of segment results or segment assets: Loss on write-off of interest receivable 1,603,333 1,603,333 Decrease in fair value of held for trading investment 5,512 5,512 Finance costs 4,428,472 4,428,472 Note: Non-current assets excluded available-for-sale investment and deferred tax asset. 4. FINANCE COSTS (Restated) Continuing operations Effective interest expense on bonds (note 14) 4,650,000 4,428,472 Effective interest expense on convertible bonds (note 15) 146,721 4,796,721 4,428,472 18

19 5. LOSS BEFORE TAX Loss before tax has been arrived at after charging: (Restated) Continuing operations Amortisation of prepaid lease payments 106, ,139 Cost of inventories recognised as expense 99,566,131 Depreciation of property, plant and equipment 4,047,483 4,099,472 Exchange loss, net 224,994 Employee benefit expenses 21,363,222 21,390,386 Loss on write-off of interest receivable 1,603,333 Minimum lease payments under operating leases in respect of land and buildings 4,399,977 4,729, INCOME TAX EXPENSES Continuing operations Current tax: Hong Kong Profits Tax 930,104 Deferred tax 9, ,944 Hong Kong Profits Tax is calculated at 16.5% of the estimated assessable profit for the year ended 31 March No provision for Hong Kong Profits Tax has been made for the year ended 31 March 2015 as there are no assessable profits generated during that year. Under the law of the PRC on Enterprise Income Tax (the EIT Law ) and Implementation Regulation of the EIT Law, the tax rate of the subsidiaries registered in the PRC is 25% from 1 January 2008 onwards. 7. DIVIDEND No dividend was paid or proposed during the year ended 31 March 2016, nor has any dividend been proposed since the end of the reporting period (2015: nil). 19

20 8. DISCONTINUED OPERATION On 24 March 2016, the Company entered into a sale and purchase agreement with an independent third party to dispose of its 60% equity interest in POMP for a cash consideration of 4,000,000. POMP and its subsidiaries (the POMP Group ) were engaged in the operation of encryption technology products development. The disposal was effected in order to reduce the operating loss derived from this segment and generate cash flows for the expansion of the Group s other business. The disposal was completed on 24 March 2016, the date control of POMP was passed to the acquirer. Following the disposal of POMP, the Group discontinued its operation in encryption technology and products development business Loss for the period (12,741,456) (81,186,373) Gain on disposal of subsidiaries (note 17(i)) 356,697 Loss for the period from discontinued operation (12,384,759) (81,186,373) The results of the encryption technology and products development for the period from 1 April 2015 to 24 March 2016, which have been included in the consolidated statement of profit or loss and other comprehensive income, were as follows: Period from 1 April 2015 to 24 March 2016 Period from 30 April 2014 to 31 March 2015 Revenue Amortisation of intangible asset (8,939,466) (25,067,042) Impairment loss on intangible asset (2,487,054) (54,977,909) Administrative expenses (83,784) (604,113) Finance costs (1,231,152) (537,309) Loss before tax (12,741,456) (81,186,373) Income tax Loss for the period (12,741,456) (81,186,373) 20

21 Period from 1 April 2015 to 24 March 2016 Period from 30 April 2014 to 31 March 2015 Loss for the period from discontinued operation attributable to: Owners of the Company (7,644,874) (48,711,824) Non-controlling interests (5,096,582) (32,474,549) (12,741,456) (81,186,373) Loss for the period from discontinued operation included the following: Period from 1 April 2015 to 24 March 2016 Period from 30 April 2014 to 31 March 2015 Depreciation of property, plant and equipment 83,784 87,673 Wages and salaries 301,941 Defined contribution scheme 191,657 During the period from 1 April 2015 to 24 March 2016, the POMP Group recorded net cash out flows from operating activities and financing activities of 36,073 (2015: 407,026) and nil (2015: 2,228,402) respectively. The carrying amounts of the assets and liabilities of POMP and its subsidiaries at the date of disposal are disclosed in note 17(i). 9. LOSS PER SHARE For continuing and discontinued operations The calculation of basic and diluted loss per share attributable to owners of the Company is based on the following data: Loss for the year attributable to owners of the Company for the purpose of basic and diluted loss per share (33,537,607) (82,291,728) Number of shares Weighted average number of ordinary shares for the purpose of basic and diluted loss per share 2,119,895,632 1,776,889,973 21

22 The computation of diluted loss per share does not assume the conversion of the Company s outstanding convertible bonds since their exercise would result in a decrease in loss per share from continuing operations. For continuing operations The calculation of basic and diluted loss per share from the continuing operations attributable to owners of the Company is based on the following data: Loss for the year attributable to owners of the Company (33,537,607) (82,291,728) Less: Loss for the year from discontinued operation 7,288,177 48,711,824 Loss for the purpose of basic and diluted loss per share from continuing operations (26,249,430) (33,579,904) The denominators used are the same as those detailed above for both basic and diluted loss per share. For discontinued operation Basic and diluted loss per share for the discontinued operation is HK0.34 cents (2015: HK2.74 cents), based on the loss for the year from the discontinued operation of 7,288,177 (2015: 48,711,824) and the denominators detailed above for both basic and diluted loss per share. 10. TRADE RECEIVABLES Trade receivables 1,931,763 3,572,971 Trade receivables in relation to trading are having an average credit period of 90 days while trade receivables from financial quotation services are due upon the presentation of invoices. The following is an ageing analysis of the Group s receivables presented based on the invoice date, which approximates the respective revenue recognition dates, at the end of the reporting period: months 1,763,649 3,442, months 155, , months 12,744 1,931,763 3,572,971 22

23 11. LOAN AND INTEREST RECEIVABLES Loan receivables, repayable within one year and classified as current asset: Secured (note) 16,000,000 Unsecured 105,600, ,600,000 Interest receivables 869, ,469,877 Note: The amount was secured by the leasehold land and buildings with fair value of approximately 18,512,000 (2015: nil). The secured and unsecured loans advanced to the customers arising under the Group s money lending business had an average loan period of 90 days to 1 year (2015: nil). The loans provided to customers bore fixed interest rate ranging from 0.8% 3% per month (2015: nil), depending on the individual credit evaluations of the borrowers. These evaluations focus on the borrowers financial background, individual credit rating, current ability to pay, and take into account information specific to the borrowers as well as the guarantees and/or security from the borrowers. The loans provided to borrowers are repayable in accordance with the loan agreement, in which interest portion will be repaid in monthly basis while the principal amounts are repayable on maturity. The following is an aged analysis of loan and interest receivables, presented based on the dates which loans are granted to borrowers and interests are accrued Within 90 days 26,869, days 600, days 95,000, ,469,877 The Group s financing advances to customers included in the loan receivables are due as of the due date specified in respective loan agreements. At 31 March 2016, all the loan and interest receivables are neither past due nor impaired (2015: nil) and represented loans granted to creditworthy borrowers for whom there were no recent history of default, good individual credit rating with reference to the TransUnion Credit Report, individual assets proof, and/or secured/guaranteed by the collaterals/corporate guarantors which the secured/guaranteed value was higher than the carrying value of the loan receivables. 23

24 12. TRADE AND OTHER PAYABLES Trade payables (notes (a) and (b)) 2,122,384 5,220,636 Receipt in advance 6,575,376 6,983,170 Other payables and accrued charges 6,329,818 10,198,808 15,027,578 22,402,614 Notes: (a) (b) The ageing of trade payables were within 3 months based on the invoice date at the end of the reporting period. An average credit period of 45 to 180 days is granted by the service providers. The average credit period on purchases of goods in trading segment is 90 days. The Group has financial risk management policies in place to ensure that all payables are settled within the credit time frame. 13. BANK BORROWING Bank borrowing, unsecured 7,078,213 The unsecured bank borrowing with maturity date on 31 October 2014 was non-interest bearing. As at 31 March 2015, such bank borrowing was in default on repayment. Interest rate of 0.05% per day has been charged starting from the date of the default on repayment. Demand letter has been issued and court action has been filed by the bank on 4 June The court case has been finalised on 5 December Late charges of 1,231,152 (2015: 537,309) have been charged to the Group for the year ended 31 March 2016 and included in loss for the year from discontinued operation. The unsecured bank borrowing was derecognised upon the disposal of POMP (note 17(i)) during the year ended 31 March

25 14. BONDS As at 31 March 2016, the Group has unsecured bonds with aggregate principal of 70,000,000 (2015: 70,000,000) with the following major terms: Issue price: Interest: Maturity: 100% of the principal amount 5.5% per annum payable semi-annually in arrear 7 years from date of issuance unless early redeemed Early redemption options: The holder can request for early redemption after the fourth anniversary from the issue date up to the maturity date at a redemption amount of 80% of the outstanding principal; and The movements of the bonds are set out below: The Group can early redeem the bonds after the fifth anniversary from the issue date up to the maturity date at a redemption amount of 100% of the outstanding principal Carrying amount at the beginning of the year 65,229,000 27,667,000 Issued during the year 40,000,000 Transaction costs (3,200,000) Effective interest charge for the year (note 4) 4,650,000 4,428,472 Interest paid (3,850,000) (3,666,472) Carrying amount at the end of the year 66,029,000 65,229,000 Less: Bonds repayable after one year shown under non-current liabilities (66,029,000) (65,229,000) Current portion The Company s bonds carry interest at effective interest rate of 7.22% (2015: 7.22%) per annum. The Company issued new bonds with principal amount of 40,000,000 (2016: nil) during the year ended 31 March

26 15. CONVERTIBLE BONDS On 4 March 2016, the Company issued convertible bonds (the CBs ) with aggregate principal amount of 30,000,000 (the CBs ) to several independent third parties with maturity date on 3 March 2018 (the Maturity Date ). The CBs bear interest of 4% per annum payable annually, and are unsecured and denominated in. The principal terms of the CBs are as follows: Conversion: The holders of the CBs are entitled to convert the CBs into ordinary shares of the Company at a conversion price of 0.12 per ordinary share. The conversion rights are exercisable at any time during the period commencing from the date of issue of the CBs up to the Maturity Date. Redemption: The Company may, by notice, redeem whole or part of the outstanding CBs at the rate of 105% of the principal amount of such CBs with interest accrued before the Maturity Date. The holders of the CBs are not entitled to request for early redemption except for event of default occurred. Unless previously converted or redeemed, the outstanding CBs will be redeemed by the Company at the Maturity Date. At the date of the issue, the CBs were bifurcated into liability, equity and derivative components. The conversion feature of the CBs as equity components of the Company is presented in equity under convertible bonds equity reserve at initial recognition. The Company s early redemption option was separately presented in the consolidated statement of financial position as derivative component of convertible bonds at 31 March 2016 and was measured at fair value with changes in fair value recognised in profit or loss. The effective interest rate of the liability component is 11.21%. During the year ended 31 March 2016, CBs with principal amount of 24,000,000 were converted into 200,000,000 ordinary shares of the Company. No redemption of the CBs has been made during the year ended 31 March At 31 March 2016, the principal amount of the CBs that remained outstanding amounted to 6,000,000 of which a maximum of 50,000,000 ordinary shares of the Company may fall to be issued upon their conversion, subject to adjustments provided in the terms of the CBs. 26