Tristate : Announcement of 2018 Annual Results

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: 458)

ANNOUNCEMENT OF 2018 ANNUAL RESULTS

FINANCIAL SUMMARY OF 2018 ANNUAL RESULTS

• • Revenue of HK$2,578 million

• • Loss attributable to equity shareholders of HK$80 million

• • Loss per share of HK$0.30

RESULTS

The board of directors (the "Board") of Tristate Holdings Limited (the "Company") presents the consolidated results of the Company and its subsidiaries (together, the "Group") for the year ended 31 December 2018 together with comparative figures for 2017.

CONSOLIDATED STATEMENT OF PROFIT OR LOSS

For the year ended 31 December 2018

2018	2017
(Note)
Note	HK$'000	HK$'000
Revenue	3, 4	2,578,322	1,922,706
Cost of sales	(1,958,175)	(1,500,872)
Gross profit	620,147	421,834
Other income and other gains	5	3,430	30,990
Selling and distribution expenses	(208,697)	(98,939)
General and administrative expenses	(471,364)	(421,218)
Loss from operations	6	(56,484)	(67,333)
Finance income	7	3,574	4,457
Finance costs	7	(17,928)	(4,310)
Loss before taxation	(70,838)	(67,186)
Income tax (charge)/credit	8	(8,995)	2,206
Loss for the year	(79,833)	(64,980)
Attributable to:
Equity shareholders of the Company	(80,455)	(64,180)
Non-controlling interests	622	(800)
Loss for the year	(79,833)	(64,980)
Loss per share attributable to equity shareholders
of the Company:
Basic	10	HK$(0.30)	HK$(0.24)
Diluted	10	HK$(0.30)	HK$(0.24)

Details of dividends payable to equity shareholders of the Company are set out in Note 9.

Note: The Group has initially applied HKFRS 9 and HKFRS 15 at 1 January 2018. Under the transition methods chosen, comparative information is not restated. See Note 2.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME For the year ended 31 December 2018

2018

2017

HK$'000

(Note) HK$'000

Loss for the yearOther comprehensive income, net of nil tax unless specified:

Items that may be reclassified subsequently to profit or loss

Fair value changes on cash flow hedges:

(Losses)/Gains arising during the year Transferred to and included in the following line items in the consolidated statement of profit or loss:

Cost of sales

General and administrative expenses

(79,833) (64,980)

(14,477) 43,063

5,464 5,558

3,242 1,037

Exchange difference on translation of financial statements of overseas subsidiaries

Items that will not be reclassified to profit or loss

Remeasurements of defined benefit plans and long service payment liabilities Income tax effect

(32,446) 73,518

399 (187)

(1,857)

296

Other comprehensive income for the year

(38,005) 121,615

Total comprehensive income for the year

Attributable to:

Equity shareholders of the Company Non-controlling interests

(117,838) 56,635

(118,460) 57,435

622 (800)Total comprehensive income for the year

(117,838) 56,635

Note: The Group has initially applied HKFRS 9 and HKFRS 15 at 1 January 2018. Under the transition methods chosen, comparative information is not restated. See Note 2.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION As at 31 December 2018

As at	As at
31 December	31 December
2018	2017
(Note)
Note	HK$'000	HK$'000
Non-Current Assets
Property, plant and equipment	308,963	325,958
Leasehold land and land use rights	126,310	136,392
Intangible assets	491,905	208,334
Other long-term assets	13,006	12,708
Deferred tax assets	5,230	4,669
Defined benefit plan assets	7,930	7,769
Forward foreign exchange contracts	964	382
Interest in an associate	-	-
954,308	696,212
Current Assets
Inventories	402,939	231,769
Accounts receivable and bills receivable	11	297,609	264,864
Forward foreign exchange contracts	449	913
Prepayments and other receivables	74,337	74,709
Current tax recoverable	258	1,054
Cash and bank balances	321,892	512,990
1,097,484	1,086,299
Current Liabilities
Accounts payable and bills payable	12	166,179	105,537
Accruals and other payables and
contract liabilities	245,689	195,508
Forward foreign exchange contracts	8,350	6,239
Current tax liabilities	13,078	5,535
Bank borrowings	73,792	98,871
507,088	411,690
Net Current Assets	590,396	674,609
Total Assets Less Current Liabilities	1,544,704	1,370,821
Non-Current Liabilities
Retirement benefits and other post retirement
obligations	26,486	24,500
Licence fees payable	310,548	26,613
Deferred tax liabilities	25,148	25,221
Forward foreign exchange contracts	5,178	1,399
367,360	77,733
Net Assets	1,177,344	1,293,088
Capital and Reserves
Share capital	27,161	27,161
Reserves	1,152,509	1,268,875
Total equity attributable to equity shareholders of
the Company	1,179,670	1,296,036
Non-controlling interests	(2,326)	(2,948)
Total Equity	1,177,344	1,293,088

Note:

The Group has initially applied HKFRS 9 and HKFRS 15 at 1 January 2018. Under the transition methods chosen, comparative information is not restated. See Note 2.

Notes:

• 1. Statement of Compliance and Basis of Preparation of the Financial Statements

  The consolidated results set out in this announcement do not constitute the Group's annual consolidated financial statements for the year ended 31 December 2018 but are extracted from those financial statements.

  The basis of preparation and significant accounting policies applied in the preparation of the consolidated financial statements have been consistently applied to all the years presented, unless otherwise stated.

  These financial statements have been prepared in accordance with all applicable Hong Kong Financial Reporting Standards ("HKFRSs"), which collective term includes all applicable individual Hong Kong Financial Reporting Standards, Hong Kong Accounting Standards ("HKASs") and Interpretations issued by the Hong Kong Institute of Certified Public Accountants ("HKICPA"), accounting principles generally accepted in Hong Kong and the disclosure requirements of the Hong Kong Companies Ordinance. These financial statements also comply with the applicable disclosure provisions of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

  The consolidated financial statements for the year ended 31 December 2018 comprise the Group and the Group's interest in an associate.

  The measurement basis used in the preparation of the financial statements is the historical cost basis except that the derivative financial instruments, club debentures and structured bank deposits are stated at their fair values.

  The preparation of financial statements in conformity with HKFRSs requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

  The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

• 2. Changes in Accounting Policies

  The HKICPA has issued a number of new HKFRSs and amendments to HKFRSs that are first effective for the current accounting period of the Group. Of these, the following developments are relevant to the Group's financial statements:

  • (i) HKFRS 9, Financial instruments

  • (ii) HKFRS 15, Revenue from contracts with customers

  • (iii) HK(IFRIC) 22, Foreign currency transactions and advance consideration

  The Group has not applied any new standard or interpretation that is not yet effective for the current accounting period, except for the amendment to HKFRS 9, Prepayment features with negative compensation which have been adopted at the same time as HKFRS 9.

2.

Changes in Accounting Policies (Continued)

(i)

HKFRS 9, Financial instruments, including the amendments to HKFRS 9, Prepayment features with negative compensation

HKFRS 9 replaces HKAS 39, Financial instruments: recognition and measurement. It sets out the requirements for recognising and measuring financial assets, financial liabilities and some contracts to buy or sell non-financial items.

The Group has applied HKFRS 9 retrospectively to items that existed at 1 January 2018 in accordance with the transition requirements. The Group has recognised the cumulative effect of initial application as an adjustment to the opening equity at 1 January 2018. Therefore, comparative information continues to be reported under HKAS 39.

Further details of the nature and effect of the changes to previous accounting policies and the transition approach are set out below:

a.

Classification of financial assets and financial liabilities

HKFRS 9 categorises financial assets into three principal classification categories: measured at amortised cost, at fair value through other comprehensive income ("FVOCI") and at fair value through profit or loss ("FVPL"). These supersede HKAS 39's categories of held-to-maturity investments, loans and receivables, available-for-sale financial assets and financial assets measured at FVPL. The classification of financial assets under HKFRS 9 is based on the business model under which the financial asset is managed and its contractual cash flow characteristics. Under HKFRS 9, derivatives embedded in contracts where the host is a financial asset in the scope of the standard are not separated from the host. Instead, the hybrid instrument as a whole is assessed for classification.

The following table shows the original measurement categories for each class of the Group's financial assets under HKAS 39 and reconciles the carrying amounts of those financial assets determined in accordance with HKAS 39 to those determined in accordance with HKFRS 9.

HKAS 39 carrying amount at 31 December 2017

HKFRS 9 carrying amount atReclassificationRemeasurement

1 January 2018

HK$'000

HK$'000

HK$'000

HK$'000

Financial assets carried at FVPL Other long term assets - Club debenture Cash and bank balances - Bank structured deposits

- -

-

2,100 29,310 31,410

1,550 3,650

- 29,310

1,550 32,960

Financial assets classified as available-for-sale under HKAS 39 (Note (i))

2,100

(2,100)

-

-

Financial assets classified as loans and receivables with embedded derivatives under HKAS 39 (Note (ii))

29,310

(29,310)

-

-