OOH HOLDINGS LIMITED 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.
OOH Holdings Limited
奧 傳 思 維 控 股 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8091)
ANNUAL RESULTS ANNOUNCEMENT
FOR THE YEAR ENDED 31 MARCH 2017
CHARACTERISTICS OF THE GROWTH ENTERPRISE MARKET (''GEM'') OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE ''STOCK EXCHANGE'')
GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.
Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.
This announcement, for which the directors (the ''Directors'') of OOH Holdings Limited (the ''Company'') collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the GEM of the Stock Exchange (the ''GEM Listing Rules'') for the purpose of giving information with regard to the Company. The Directors of the Company, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.
HIGHLIGHTS
Total revenue increased by 6.6% from approximately HK$55.8 million for the year ended 31 March 2016 (''FY2016'') to approximately HK$59.5 million for the year ended 31 March 2017 (''FY2017''). Total revenue from transportation segment increased by 4.7% from approximately HK$44.6 million for FY2016 to approximately HK$46.7 million for FY2017, and total revenue from healthcare segment increased by 14.3% from approximately HK$11.2 million for FY2016 to approximately HK$12.8 million for FY2017.
Gross profit increased by 0.1% from approximately HK$26.56 million for FY2016 to approximately HK$26.59 million for FY2017, and gross profit margin decreased from 47.6% for FY2016 to 44.7% for FY2017.
Net loss for FY2017 was approximately HK$1.9 million compared to a net profit of approximately HK$14.2 million for FY2016.
Before taking into account the listing expenses of approximately HK$12.5 million, our adjusted net profit for FY2017 would be approximately HK$10.6 million.
FINAL RESULTS
The board of directors (the ''Board'') of the Company is pleased to announce the consolidated annual results of the Company and its subsidiaries (collectively referred to as the ''Group'') for the year ended 31 March 2017 together with the comparative figures for the year ended 31 March 2016, as follows:
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
For the year ended 31 March 2017
Notes | 2017 HK$'000 | 2016 HK$'000 | |
Revenue | 5, 6 | 59,528 | 55,824 |
Cost of sales | (32,941) | (29,269) | |
Gross profit | 26,587 | 26,555 | |
Other income and gains, net | 360 | 2,025 | |
Selling expenses | (5,424) | (4,742) | |
Administrative expenses | (8,530) | (6,100) | |
Listing expenses | (12,522) | - | |
Other operating expenses | - | (917) | |
Finance costs | (28) | (90) | |
Profit before income tax expense | 7 | 443 | 16,731 |
Income tax expense | 8 | (2,327) | (2,535) |
(Loss)/Profit for the year | (1,884) | 14,196 | |
Other comprehensive income | |||
Item that may be reclassified to profit or | loss: | ||
Available-for-sale financial assets: |
Change in value - (65)
Reclassification adjustments for gains included in
the consolidated statement of profit or loss - 17
Realised fair value loss on disposals 94 -Other comprehensive income for the year, net of tax 9 4 (48) Total comprehensive income for the year ( 1,790) 14,148 (Loss)/Earnings per share HK cents HK cents
Basic and diluted 9 (0.32)
2.63
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 March 2017
Notes | 2017 HK$'000 | 2016 HK$'000 | |
ASSETS AND LIABILITIES | |||
Non-current assets | |||
Property, plant and equipment | 210 | 296 | |
210 | 296 | ||
Current assets | |||
Available-for-sale financial assets | - | 3,803 | |
Trade receivables | 11 | 4,724 | 5,306 |
Deposits, prepayments and other receivables | 12 | 4,137 | 4,044 |
Amounts due from directors Tax recoverable | - 149 | 1,786 - | |
Pledged bank deposits | 1,908 | 468 | |
Cash and bank balances | 59,787 | 26,305 | |
70,705 | 41,712 | ||
Current liabilities | |||
Trade payables | 13 | 569 | 1,127 |
Accruals, deposits received and other payables | 14 | 10,424 | 10,846 |
Amount due to a director | 575 | - | |
Bank borrowings | - | 1,017 | |
Tax payable | - | 352 | |
11,568 | 13,342 | ||
Net current assets | 59,137 | 28,370 | |
Net assets | 59,347 | 28,666 | |
CAPITAL AND RESERVES | |||
Share capital | 15 | 7,200 | 10 |
Reserves | 52,147 | 28,656 | |
Total equity | 59,347 | 28,666 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2017
GENERAL INFORMATION
OOH Holdings Limited (the ''Company'') was incorporated in the Cayman Islands on 28 June 2016 as an exempted company with limited liability under the Companies Law, Cap 22 (Law 3 of 1961, as revised and consolidated) of the Cayman Islands and its shares had been listed on the GEM of the Stock Exchange since 5 January 2017 (''Listing Date''). The address of its registered office is Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1- 1111, Cayman Islands and its principal place of business is Suite A5, 9/F, Jumbo Industrial Building, 189 Wai Yip Street, Kwun Tong, Kowloon, Hong Kong.
The principal activity of the Company (together with its subsidiaries as the ''Group'') is investment holding. The principal activity of the Group is provision of advertising display services (the ''Business'') in Hong Kong.
As at 31 March 2017, the directors of the Company consider Goldcore Global Investments Limited (''Goldcore''), a company incorporated in the British Virgin Islands (''BVI'') with limited liability as the immediate and ultimate holding company.
BASIS OF PRESENTATION AND GROUP REORGANISATION
For the purpose of the listing of the Company's shares on GEM (the ''Listing''), the Group underwent a group reorganisation (''Group Reorganisation'') to rationalise its group structure. Prior to incorporation of the Company and the completion of the Group Reorganisation, the Business was carried out by the Company's principal operating subsidiary, Media Savvy Marketing Limited (''MSML''), which was wholly-owned by Media Savvy Limited (''MSL''), a company incorporated in Hong Kong with limited liability. Pursuant to the Group Reorganisation as more fully explained in the paragraph headed ''Reorganisation'' under the section headed ''History, Development and Reorganisation'' in the prospectus dated 23 December 2016, the Company has since 19 December 2016 become the holding company of its subsidiaries now comprising the Group. Pursuant to the Group Reorganisation, MSL together with the Business are transferred to and held by the Company indirectly through Media Savvy Marketing International Limited (''MSBVI''), a company incorporated in BVI. The Company has not been involved in any business prior to the Group Reorganisation. The Group comprising the Company and its subsidiaries resulting from the Group Reorganisation is regarded as a continuing entity. Accordingly, the consolidated financial statements have been prepared using merger basis of accounting.
The consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the years ended 31 March 2017 and 2016 have been prepared to present the results and cash flows of the companies now comprising the Group, as if the current group structure had been in existence throughout the years ended 31 March 2017 and 2016 or since their respective dates of incorporation, whichever is the shorter period. The consolidated statement of financial position of the Group as at 31 March 2017 has been prepared to present the assets and liabilities of the companies now comprising the Group as if the current group structure had been in existence, at that date, taken into account the respective dates of incorporation.
BASIS OF PREPARATION
Statement of compliance
The consolidated financial statements have been prepared in accordance with all applicable Hong Kong Financial Reporting Standards (''HKFRSs''), Hong Kong Accounting Standards (''HKASs'') and Interpretations (hereinafter collectively referred to as the ''HKFRS'') issued by the Hong Kong Institute of Certified Public Accountants (''HKICPA'') and the disclosure requirements of the Hong Kong Companies Ordinance. In addition, the consolidated financial statements include applicable disclosures required by the GEM Listing Rules.
Basis of measurement
The consolidated financial statements have been prepared under the historical cost basis except for certain available-for-sale financial assets which are measured at fair value.
Foreign currency translation
The consolidated financial statements are presented in Hong Kong Dollars (''HK$''), which is the same as the functional currency of the Company.
ADOPTION OF HKFRSs
Adoption of new or amended HKFRSs - effective 1 April 2016
In the current year, the Group has applied for the first time the following new standards, amendments and interpretations issued by the HKICPA, which are relevant to and effective for the Group's financial statements for the annual year beginning on 1 April 2016:
HKFRSs (Amendments) Annual Improvements 2012-2014 Cycle Amendments to HKAS 1 Disclosure Initiative
Amendments to HKAS 27 Equity Method in Separate Financial Statements
Amendments to HKAS 1 - Disclosure Initiative
The amendments are designed to encourage entities to use judgement in the application of HKAS 1 when considering the layout and content of their financial statements.
The adoption of the amendments has no impact on these financial statements.
Amendments to HKAS 27 - Equity Method in Separate Financial Statements
The amendments allow an entity to apply the equity method in accounting for its investments in subsidiaries, joint ventures and associates in its separate financial statements. The amendments are applied retrospectively in accordance with HKAS 8.
The adoption of the amendments has no impact on these financial statements as the Company has not elected to apply the equity method in its separate financial statements.
New or amended HKFRSs that have been issued but are not yet effective
SEGMENT INFORMATION
An operating segment is a component of the Group that is engaged in business activities from which the Group may earn revenue and incur expenses, and is defined on the basis of the internal management reporting information that is provided to and regularly reviewed by the executive directors in order to allocate resources and assess performance of the segment.
The executive directors considered the business from the perspective of advertising platforms available, and determined that the Group has the following reportable operating segments:
Provision of advertising display services over the transportation media platforms (''Transportation Business''); and
Provision of advertising display services over the healthcare media platforms (''Healthcare Business'').
Segment revenue and results
Segment revenue below represents revenue from external customers. There was no inter-segment revenue during the year. The chief operating decision makers assess the performance of the operating segments mainly based on revenue and gross profit of each operating segment. Corporate and other unallocated expenses include selling expenses, administrative expenses, listing expenses and other expenses which are common costs incurred for the operating segments as a whole and therefore they are not included in the measure of the segments' performance that is used by the chief operating decision makers as a basis for the allocation of resources and assessment of segment performance. Other income and gains, net, finance costs and income tax expense are also not allocated to individual operating segment.
There were no segment assets and liabilities information provided to the chief operating decision makers.
The segment revenue and results, and the totals presented for the Group's operating segments reconciled to the Group's key financial figures as presented in the consolidated financial statements are as follows:
Minibus Taxi Others
Total Transportation
Business
Hospitals and clinics
Health and beauty retail
stores
Total Healthcare
Business Total
Year ended 31 March 2017
Revenue
HK$'000 HK$'000 HK$'000 HK$'000 HK$'000 HK$'000 HK$'000 HK$'000
- from external customers 43,334 1,850 1,534 46,718 9,984 2,826 12,810 59,528
Cost of sales (25,753) ( 7,188) ( 32,941)
Gross profit 20,965 5,622 26,587
Unallocated other income and gains, net
360
Corporate and other unallocated expenses
(26,476)
Finance costs
(28)
Profit before income tax expense 443
Year ended 31 March 2016
Revenue
- from external customers 41,257 627 2,703 44,587 7,710 3,527 11,237 55,824 Cost of sales (22,224) ( 7,045) ( 29,269)
Gross profit 22,363 4,192 26,555
Unallocated other income and gains, net 2,025
Corporate and other unallocated expenses (11,759)
Finance costs (90)
Profit before income tax expense 16,731
Geographical information
The Company is an investment holding company and the principal place of the Group's operation is in Hong Kong. For the purpose of segment information disclosures under HKFRS 8, the Group regarded Hong Kong as its place of domicile.
The Group's non-current assets are all based in Hong Kong. No geographical information is presented for the Group's business segment as the Group is principally engaged in provision of advertising display services in Hong Kong.
Information about major customers
No single customer contributed to 10% or more of the Group's revenue during the years ended 31 March 2017 and 31 March 2016.
REVENUE
Revenue is derived from provision of advertising display services during the year.
PROFIT BEFORE INCOME TAX EXPENSE
Profit before income tax expense is arrived at after charging the following:
2017 2016
HK$'000 HK$'000
Auditor's remuneration 555 150
Bad debt directly written off on trade receivables - 23
Provision for impairment of trade receivables 57 -
Depreciation of property, plant and equipment 173 203
Employee costs (including directors' emoluments) 9,544 8,255 Operating lease rental in respect of:
- Advertising spaces (included in cost of sales) 29,135 26,877
- Premises 289 201
INCOME TAX EXPENSE
The amount of taxation in the consolidated statement of profit or loss and other comprehensive income represents:
2017 2016
HK$'000 HK$'000
Current tax - Hong Kong Profits Tax
Tax for the year 2,366 2,847
Over-provision in respect of prior years (39) (312)
2,3 2 7 2,5 3 5
The Group companies incorporated in Cayman Islands and BVI are tax-exempted as no business is carried out in Cayman Islands and BVI under the laws of the Cayman Islands and BVI respectively.
Hong Kong Profits Tax is calculated at 16.5% (2016: 16.5%) on the estimated profits of subsidiaries operating in Hong Kong for the year.
No deferred tax has been recognised as there were no material temporary differences during the year (2016: Nil).
Income tax expense for the year can be reconciled to the profit before income tax expense in the consolidated statement of profit or loss and other comprehensive income as follows:
2017 2016
HK$'000 HK$'000
Profit before income tax expense 443 16, 7 3 1
Tax calculated at the domestic tax rate of 16.5% (2016: 16.5%) 73 2,761 Tax effect of non-deductible items 2,335 322
Tax effect of non-taxable items (34) (234)
Tax effect of temporary differences not recognised 12 19
Over-provision in respect of prior years (39) (312) Others (20) (21)
Income tax expense 2,3 2 7 2,5 3 5
(LOSS)/EARNINGS PER SHARE
The following new or amended HKFRSs, potentially relevant to the Group's financial statements, have been issued, but are not yet effective and have not been early adopted by the Group:
HK(IFRIC)-Int 22 Foreign Currency Transactions and Advance Consideration2 Amendments to HKAS 7 Disclosure Initiative1
Amendments to HKAS 12 Recognition of Deferred Tax Assets for Unrealised Losses1 HKFRS 9 Financial Instruments2
HKFRS 15 Revenue from Contracts with Customers2
Amendments to HKFRS 15 Revenue from Contracts with Customers (Clarifications to HKFRS 15)2 HKFRS 16 Leases3
1 Effective for annual periods beginning on or after 1 January 2017
2 Effective for annual periods beginning on or after 1 January 2018
3 Effective for annual periods beginning on or after 1 January 2019
HK(IFRIC)-Int 22 - Foreign Currency Transactions and Advance Consideration
The interpretation addresses how to determine the date of the transaction for the purpose of determining the exchange rate to use on initial recognition of the related asset, expense or income (or part of it) on the derecognition of a non-monetary asset or non-monetary liability arising from the payment or receipt of advance consideration in a foreign currency.
Amendments to HKAS 7 - Disclosure Initiative
The amendments introduce an additional disclosure that will enable users of financial statements to evaluate changes in liabilities arising from financing activities.
Amendments to HKAS 12 - Recognition of Deferred Tax Assets for Unrealised Losses
The amendments relate to the recognition of deferred tax assets and clarify some of the necessary considerations, including how to account for deferred tax assets related to debt instruments measured of fair value.
HKFRS 9 - Financial Instruments
HKFRS 9 introduces new requirements for the classification and measurement of financial assets. Debt instruments that are held within a business model whose objective is to hold assets in order to collect contractual cash flows (the business model test) and that have contractual terms that give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding (the contractual cash flow characteristics test) are generally measured at amortised cost. Debt instruments that meet the contractual cash flow characteristics test are measured at fair value through other comprehensive income (''FVTOCI'') if the objective of the entity's business model is both to hold and collect the contractual cash flows and to sell the financial assets. Entities may make an irrevocable election at initial recognition to measure equity instruments that are not held for trading at FVTOCI. All other debt and equity instruments are measured at fair value through profit or loss (''FVTPL'').
HKFRS 9 includes a new expected loss impairment model for all financial assets not measured at FVTPL replacing the incurred loss model in HKAS 39 and new general hedge accounting requirements to allow entities to better reflect their risk management activities in financial statements.
HKFRS 9 carries forward the recognition, classification and measurement requirements for financial liabilities from HKAS 39, except for financial liabilities designated at FVTPL, where the amount of change in fair value attributable to change in credit risk of the liability is recognised in other comprehensive income unless that would create or enlarge an accounting mismatch. In addition, HKFRS 9 retains the requirements in HKAS 39 for derecognition of financial assets and financial liabilities.
HKFRS 15 - Revenue from Contracts with customers
The new standard establishes a single revenue recognition framework. The core principle of the framework 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 and services. HKFRS 15 supersedes existing revenue recognition guidance including HKAS 18 - Revenue, HKAS 11 - Construction Contracts and related interpretations.
HKFRS 15 requires the application of a 5-step approach to revenue recognition: Step 1: Identify the contract(s) with a customer
Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price
Step 4: Allocate the transaction price to each performance obligation
Step 5: Recognise revenue when each performance obligation is satisfied
HKFRS 15 includes specific guidance on particular revenue related topics that may change the current approach taken under HKFRS. The standard also significantly enhances the qualitative and quantitative disclosures related to revenue.
Amendments HKFRS 15 - Revenue from Contracts with Customers (Clarifications to HKFRS 15)
The amendments to HKFRS 15 included clarifications on identification of performance obligations; application of principal versus agent; licenses of intellectual property; and transition requirements.
HKFRS 16 - Leases
HKFRS 16 - Leases supersedes HKAS 17 - Leases, HK(IFRIC) Int 4 - Determining whether an Arrangement contain a Lease, HK(SIC) Int 15 - Operating Lease - Incentives and HK(SIC) Int 27 - Evaluating the Substance of Transactions Involving the Legal Form of a Lease.
HKFRS 16 eliminates the classification by a lessee of leases as either operating or finance. Instead all leases are treated in a similar way to finance leases in accordance with HKAS 17. Under HKFRS 16, leases are recorded on the statement of financial position by recognising a liability for the present value of its obligation to make future lease payments with an asset (comprised of the amount of lease liability plus certain other amounts) either being disclosed separately in the statement of financial position (within right-of-use assets) or together with property, plant and equipment. The most significant effect of the new requirements will be an increase in recognised lease assets and financial liabilities.
There are some exemptions. HKFRS 16 contains options which do not require a lessee to recognise assets and liabilities for (a) short term leases (i.e. lease of 12 months or less, after considering the effect of any extension options) and (b) leases of low value assets (for example, a lease of a personal computer).
HKFRS 16 clarifies that a lessee separates lease components and service components of a contract, and applies the lease accounting requirements only to the lease components.
HKFRS 16 substantially carries forward the lessor's 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.
As at 31 March 2017, total operating lease commitments of the Group in respect of advertising spaces and office equipment amounted to approximately HK$38 million (2016: HK$26 million). The management does not expect the adoption of HKFRS 16 as compared with the current accounting policy would result in significant impact on the Group's financial performance but it is expected that certain portion of these lease commitments will be required to be recognised in the consolidated statement of financial position of the Group as right-of-use assets and lease liabilities.
The Group is in the process of making an assessment of the impact of other new or amended HKFRSs but is not yet in a position to state whether these new or amended HKFRSs would have a significant impact on the Group's consolidated financial statements.
The calculation of basic and diluted earnings per share attributable to the ordinary equity holders of the Company is based on the following data:
(Loss)/Earnings
2017 2016
HK$'000 HK$'000
(Loss)/Earnings for the purposes of basic and diluted earnings per share (1,884) 14, 1 9 6
Number of shares '000 '000
Weighted average number of ordinary shares for the purposes of basic and
diluted earnings per share 5 8 2 ,4 11 54 0,0 0 0
Weighted average of 540,000,000 ordinary shares for the year ended 31 March 2016, being the number of ordinary shares in issue immediately after the completion of capitalisation issue in December 2016 as detailed in note 15, deemed to have been issued throughout the year ended 31 March 2016 and up to 5 January 2017, immediately before the completion of the placing of the Company's new ordinary shares.
Weighted average of 582,411,000 ordinary shares for the year ended 31 March 2017 includes the weighted average of 180,000,000 ordinary shares issued immediately after the completion of placing, in addition to the aforementioned 540,000,000 ordinary shares for the year ended 31 March 2017.
Diluted earnings per share were the same as the basic earnings per share as the Group had no potential dilutive ordinary shares during the years ended 31 March 2017 and 2016.
OOH Holdings Ltd. published this content on 27 June 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 24 July 2017 08:19:05 UTC.
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