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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Asia Distrib. | LSE:ADSL | London | Ordinary Share | KYG0538E1035 | ORD 1P (DI) |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 12.50 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
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RNS Number : 8587C
Asia Distribution Solutions Limited
05 September 2008
Asia Distribution Solutions Limited
("ADSL" or the "Company")
Interim Results
for the six months to 30 June 2008
Asia Distribution Solutions Limited, ("ADSL" or "the Group") the AIM-quoted distributor of beverages in China today announces its
interim results for the six months ended 30 June 2008.
* Turnover for the six months to 30 June 2008 £2,453,000* (38 weeks to 31 December 2007: £520,000)
* Profit before tax of £213,000 (38 weeks to 31 December 2007: £127,000)
* Recommended offer from Yarraman Winery, Inc. announced on 4 September 2008
* Number of HORECA (hotel, restaurant and caf) including direct outlets increased to over 3,500
* Net Assets per share at 30 June 2008 of 10.3p with basic earnings per share for the six months ended 30 June 2008 of 0.63p (38
weeks to 31 December 2007: 1.07p)
Chairman, Michael Kingshott commented:
"We have made good progress in extending our reach of imported brands into China and the number of accounts that we are serving has
increased from 400 at the start of operations to 3,500 now. We continue to seek ways of expanding our market in China.
"We are delighted to announce the recommended offer from Yarraman Winery Inc. and look forward to the formal offer being made in the
near future."
Steve Wong, ADSL's Chief Executive Officer, commented:
"Through the three acquisitions in the first half of 2008, we have enriched the product portfolio of the Group by the additions of well
known brands including BUDWEISER, QINGDAO, PABST beers, MAO TAI spirit as well as prominent private label wine brand TRIOS. These recent
developments will help to accelerate the organic growth of the Group."
For further information please contact:
Asia Distribution Solutions Limited
Michael Kingshott, Executive Chairman +44 20 7583 8833
Steve Wong, Chief Executive Officer +852 9025 0988
Evolution Securities China Limited
(Financial adviser and broker)
Barry Saint +44 20 7220 4850
Armen Ho +44 20 7220 4850
Evolution Securities Limited
(Nominated adviser)
Jeremy Ellis +44 20 7071 4300
ADSL website
http://www.asiadistributionsolutions.com/
END
*Reporting currency is GBP for ADSL for the six months to 30 June 2008
ADSL was incorporated on 10th April 2007 and so the comparison period from the 10 April 2007 to 31 December 2007 has been provided. The
annual report and accounts, containing audited results for this period were posted to shareholders on the 22 April 2008
ADSL ("ADSL" or "the Company") is pleased to announce that the profit after tax in the first half of 2008 totalled £193,000 (38 weeks
to 31 December 2007: £113,000). As reported earlier in the year, this result is just marginally behind the budget which has been affected
by the recent tragic earthquake in Sichuen in respect of our Chengdu operations.
OPERATIONAL REVIEW
The acquisitions of Run Ke and Chengdu have now completed with the cash payments of RMB 1,750,000 (£127,718) and RMB 1,000,000 (£71,839)
respectively together with the issue of 585,938 and 168,420 shares.
The recent purchase of a major wine stock amounting to Rmb2 million from Shi Xuan Trading (Shanghai) Co. Ltd. satisfied by the issue of
539,000 shares as payment. Shi Xuan manages and provides ADSL with approximately 300 HORECA and trade account outlets that will sell and
promote ADSL products across China.
In relation to the above, an application has been made for a total of 1,293,358 new ordinary shares to be admitted to trading on AIM and
it is expected that admission will take place and trading will commence on 8 September 2008.
ADSL now services over 3,500 on-trade and retail outlets in China. The Company has entered into new agreements for the supply of wine
products as well as for the supply of the Company's private label beverages at affordable prices into the ever expanding market within
China, and an encouraging start has been made with these products.
The Company continues to make good progress with its strategy to broaden the scale of operations and to accelerate the growth of its
business, particularly in the field of private label, and it is anticipated that this will provide a stronger platform in driving the
business forward. Our plan to become the local distributor of choice is on course.
We intend to replicate this model in further major population centres in China as the opportunities arise.
As reported earlier, we are in the process of obtaining approval for the reduction of the total capital investment in the Joint Venture
(JV) that encompasses our bottling plant Vitality Tianjin. While this is in progress, we have agreed to transfer certain equipment to our JV
partner. As a result, our JV partner has the necessary equipment for its bottling business and at the same time the overhead in the JV can
be reduced substantially. This arrangement gave rise to an amount due to the Company, which is reflected in the balance sheet.
FINANCIAL REVIEW
During the period under review, the Group achieved a turnover of £2,453,000 (38 weeks to 31 December 2007: £520,000). Sales of beverage
products in China accounted for 98% of turnover.
Gross profits were £536,000 (2007: £95,000), and the gross margin of 22% represented a slight improvement over the 2007 figure of 18%.
This is mainly due to an increase in the proportion of imported wine sales, which have a higher margin. It is the intention to continue to
explore new product sourcing opportunities in the PRC and overseas, and also to enhance our existing procurement and administrative
procedures with the aim of further enhancing margins.
During the period under review, the Group's administrative expenses amounted to £413,000 (2007 £129,000). These mainly consisted of
legal and professional fees and staff costs (including Directors' emoluments), and the increase in administrative expenses largely reflected
the increase in staff numbers as a result of continued growth in the Group's business.
Profit for the period was £193,000 (38 weeks to 31 December 2007: £113,000).
The Group's operations take place within the territory of Mainland China and therefore Renminbi is the operational currency of the
Group. Given the current strength of the Renminbi, we believe the currency risk on its overseas purchase is relatively low. However, the
reporting currency of the Group is in Pounds Sterling. Therefore the Group is subject to translation risk if Pounds Sterling become stronger
against the Renminbi.
As at 30 June 2008, the Group's current assets mainly comprised inventories, trade and other receivables, due from minority interest and
bank and cash balances in aggregate totalling £3,153,000. The Group's current liabilities amounted to £1,061,000, including £209,000 letters
of credit payable. The Group's liabilities are well covered by its assets.
The Group continued to adopt tight credit control measures in evaluating the credit worthiness of individual potential customers. As at
30 June 2008, all the trade receivables were due within one year and only 2% were over 180 days. Management is in contact with these
customers and are satisfied that no provision for doubtful debts is considered necessary.
Outlook
The increased number of outlets following our recent acquisitions has enabled the group to benefit from the process of more efficient
warehousing and daily distribution, our new agreement with Time has seen a marked increase in sales whilst the number of new outlets taking
our product for the first time is also on the increase. We now deliver a substantial portion of the Tiger and Heineken draught beer in
Shanghai whilst we continue to extend our range of juices, herbal teas, wines and other products suitable for the Chinese market. We expect
to continue to improve sales for the remainder of 2008 and remain confident that our strengthened management team will continue to grow our
business as we enter the peak months of trading.
As stated above a recommended offer for the entire issued and to be issued share capital of the Company, from Yarraman Winery, Inc., was
announced on 4 September 2008. This development, which is to be made by way of an offer document would, upon its successful completion,
result in ADSL being acquired by the Yarraman Group. Through a strengthened combined balance sheet, ADSL expects to be able to grow at a
faster pace than is presently the case. The Chinese wine consumption is estimated at circa US$ 4.8 billion and is growing at 6.5 times the
rate of the global market. Yarraman, an existing supplier of ADSL, would, upon successful completion of the above offer, provide ADSL with a
proprietary wine supply for entry, middle and premium ranges through to 2012.
There are considerable opportunities to develop proprietary brands and supply private labels and with the Yarraman "On-the-ground"
knowledge to be able to source additional, affordable bulk local Australian wines for the Chinese market. The wine segment of our business
is a key driver for growth and currently produces healthy margins. The merger provides us with a reliable source of wine and in particular
will enable us to develop our private label business. The ability to leverage tangible assets over the 632 acres of Vineyard land, inventory
and bottling facilities will enable us to expand our distribution reach in China more rapidly than we are currently able to on our own.
We expect to benefit from this relationship as well as grow our distribution platform.
The Board would like to take this opportunity to express its gratitude to all shareholders, business partners, bankers, professional
parties and employees of the Company for their continued support.
Michael Kingshott
Executive Chairman
ASIA DISTRIBUTION SOLUTIONS LIMITED
(Incorporated in the Cayman Islands with limited liability)
INTERIM RESULTS
For the six months ended 30 June 2008
RESULTS
The board (the "Board") of directors (the "Directors") of Asia Distribution Solutions Limited (the "Company") is pleased to announce its
first unaudited condensed consolidated interim results of the Company and its subsidiaries (collectively, the "Group") for the six months
ended 30 June 2008 together with the comparative audited figures for the period 38 weeks 10th April to 31st December 2007 as follows:
CONDENSED CONSOLIDATED INCOME STATEMENT
1.1.2008 10.4.2007
to to
30.6.2008 31.12.2007
Notes £'000 £'000
(Unaudited) (Audited)
TURNOVER 2,453 520
Cost of sales (1,917) (425)
Gross Profit 536 95
Other revenue 254 174
Distribution expenses (153) (13)
Administrative expenses (413) (129)
OPERATING PROFIT 224 127
Finance costs (11) -
PROFIT BEFORE INCOME TAX 213 127
Taxation (20)
(14)
PROFIT FOR THE PERIOD 193 113
ATTRIBUTABLE TO:
Equity holders of the Company 187 128
Minority interests 6 (15)
193
113
EARNINGS PER SHARE
Basic (pence per share) 4 0.63 1.08
Diluted (pence per share) 4 0.63 1.07
CONDENSED CONSOLIDATED BALANCE SHEET
30.6.2008 31.12.2007
Notes £'000 £'000
(Unaudited) (Audited)
ASSETS
NON-CURRENT ASSETS
Property, plant and equipment 5 411 1,456
Goodwill 1,570 1,570
Interests in brand name 127 127
2,108
3,153
CURRENT ASSETS
Inventories 536 335
Due from minority shareholder 5 1,129 -
Due from shareholders 9 -
Trade receivables 361 608
Other receivables and prepayments 1,016 698
Cash and cash equivalents 102 521
3,153 2,162
TOTAL ASSETS 5,261 5,315
EQUITY AND LIABILITIES
CAPITAL AND RESERVES
Share capital 307 307
Reserves 2,857 2,750
3,164
3,057
Minority interests 1,285 1,279
TOTAL EQUITY 4,449 4,336
CURRENT LIABILITES
Due to shareholders - 198
Receipts in advance 35 115
Short term loan - letter of credit 209 -
Trade payables 127 360
Other payables and accruals 421 293
Current tax payable 20 13
TOTAL LIABILITIES 812 979
TOTAL EQUITY AND LIABILITIES 5,261 5,315
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Sharecapital£*000 SharePremium£*000 Foreigncurrency Share option Retained
Total£*000 MinorityInterests£* TotalEquity£*000
translation reserve£*000 Profits£*000
000
reserve£*000
On incorporation 3 - -
3 3
Issuance of ordinary shares 304 3,552
3,856 3,856
Acquisition of subsidiary -
1,257 1,257
Profit/ (loss) for the period - 128
128 (15) 113
Exchange difference arising on -
54 37 91
translation
Share option expenses - (114) 114
Share issue expenses - (984)
(984)
31 December 2007 307 2,454 54 114 128
3,057 1,279 4,336
Profit/ (loss) for the period 187
187 6 193
Exchange difference arising on (23) (57)
(80) (80)
translation
30 June 2008 307 2,431 (3) 114 315
3,104 1,285 4,449
CONDENSED CONSOLIDATED CASH FLOW STATEMENT
1.1.2008 10.4.2007
to to
30.6.2008 31.12.2007
£'000 £'000
Cash flows from operating activities
Profit before taxation 213 127
Adjustment for
Depreciation 31 26
Interest income (12) (4)
Waiver of amount due to a shareholder (77) (160)
Operating cash flows before working 155 (11)
capital changes
Increase in inventories (201) (179)
Decrease/ (Increase) in trade receivables 247 (314)
Increase in other receivables and (318) (300)
prepayments
(Decrease)/ Increase in amounts due to (207) 96
shareholders
(Decrease)/ Increase in receipts in (80) 88
advance
(Decrease)/ Increase in trade payables (233) 131
Increase/ (Decrease) in other payables 205 (441)
and accruals
Cash used in operating activities (432) (930)
Interest income received 12 4
Tax paid (13) (2)
Net cash used in operating activities (433) (928)
Cash flows from investing activities
Purchase of property, plant and equipment (28) (103)
Acquisition of subsidiaries, net of cash - 53
acquired
Net cash used in investing activities (28) (50)
Cash flows from financing activities
Increase in bank loans - Letter of 209 -
credits
Proceeds from issuance of ordinary shares - 2,334
Share issue expenses - (857)
Net cash generated from financing 209 1,477
activities
Net (decrease)/ increase in cash and cash (252) 499
equivalents
Cash and cash equivalents at beginning of 521 -
the period
Effect on foreign exchange rate change (167) 22
Cash and cash equivalents at the end of 102 521
period
Analysis of the balances of cash and cash
equivalents
Bank and cash balance 102 521
Notes:
* GENERAL INFORMATION
Asian Distribution Solutions Limited (the "Company") is a company incorporated in the Cayman Islands. The Company's registered office is
Cricket Square, Hutchins Drive, P.O. Box 2681, Cayman Islands.
The Company was admitted to the Alternative Investment Market ("AIM") on 7 November 2007.
The consolidated interim financial statements incorporate the financial statements of the Company and its subsidiaries for the period
from 1 January 2008 to 30 June 2008.
2. BASIS OF PREPARATION
The unaudited condensed consolidated financial statements for the six months ended 30 June 2008 (the "Interim Financial
Statements") have been prepared in accordance with International Financial Reporting Standards ("IFRSs"). The Interim Financial
Statements do not include all of the information required for full annual financial statements and thereby they should be read in
conjunction with the Group's annual financial statements for the period ended 31 December 2007.
The Interim Financial Statements have been prepared under the historical cost convention. The accounting policies used in
preparing
the Interim Financial Statements are consistent with those followed in the Group's annual financial statements for the period
ended
31 December 2007.
Basis of consolidation
The interim consolidated financial statements incorporate the financial statements of the Company and its subsidiaries made up to 30
June each year. Subsidiaries are entities controlled by the Group. Control exists when the Group has the power to govern the financial and
operating policies of an entity so as to obtain benefits from its activities. In assessing control potential voting rights that presently
are exercisable are taken into account.
On acquisition, the assets and liabilities of a subsidiary are measured at their fair values at the date of acquisition. Any excess
(deficiency) of the cost of acquisition over (below) the fair values of the identifiable net assets acquired is recognised as goodwill
(negative goodwill). The interest of minority shareholders is stated at the minority's proportion of
the fair values of the assets and liabilities recognised.
The results of subsidiaries acquired or disposed of during the period are included in the consolidated income statement from the
effective date of acquisition or up to the effective date of disposal, as appropriate.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with
those used by other members of the Group. All significant intercompany transactions and balances between Group enterprises are eliminated on
consolidation.
Property, plant and equipment and depreciation
Property, plant and equipment are stated at cost, less provisions for depreciation and any impairment losses. The cost of an asset
comprises its purchase price and any directly attributable cost of bringing the asset to its working condition and location for its intended
use. Expenditure incurred after the asset has been put into operation, such as repairs and maintenance and overhaul costs, is normally
charged to the income statement in the year in which it is incurred. In situations where it can be clearly demonstrated that the expenditure
has resulted in an increase in future economic benefits expected to be obtained from the use of the asset, the expenditure is capitalised as
an additional cost of the asset. When an asset is sold, its cost and accumulated depreciation are removed from the financial statements and
any gain or loss resulting from the disposal, being the difference between the net disposal proceeds and the carrying amount of the asset,
is included in the income statement. Depreciation is provided to write off the cost less residual value of 10% of each property plant and equipment over its expected useful life of the
individual assets.
The principal annual rates used for this purpose are as follows:
Production machinery 7%
Leasehold improvements Over the lease terms
Office equipment 10%
Motor vehicles 10%
Impairment of assets
At each balance sheet date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is
any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is
estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of
an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the greater of net selling price and value in use. In assessing value in use, the estimated future cash flows are
discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the
risks specific to the asset.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of
the asset (cash-generating unit) is reduced to its recoverable amount. Impairment losses are recognised as an expense immediately, unless
the relevant asset is land or buildings other than investment property carried at a revalued amount, in which case the impairment loss is
treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised
estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been
determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is
recognised as income immediately, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment
loss is treated as a revaluation increase.
Goodwill
Goodwill arising on the acquisition of a subsidiary or a jointly controlled entity represents the excess of the cost of acquisition over
the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the subsidiary or jointly
controlled entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured
at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill is allocated to each of the Group's
cash-generating units expected to benefit from the synergies of the combination. Cash generating units to which goodwill has been allocated
are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount
of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying
amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rate on the basis of the carrying amount of each asset in the unit. Any impairment loss recognised or
goodwill is not reversed in a subsequent period.
On disposal of a subsidiary or a jointly controlled entity, the attributable amount of goodwill is included in the determination of the
profit or loss on disposal.
Intangible assets acquired separately - brand names
Intangible assets acquired separately are reported at cost less accumulated amortisation and accumulated impairment losses. Amortisation
is charged on a straight-line basis over their estimated useful lives. The estimated useful life and amortisation method are reviewed at the
end of each annual reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.
Subsidiaries
Interest in a subsidiary is stated in the Company's balance sheet at cost less any impairment losses. The results of a subsidiary are
accounted for by the Company on the basis of dividends received and receivable.
Inventories
Inventories, which consist of parts for resale and consumable stores, are stated at the lower of cost and net realisable value. Cost is
determined on a first-in, first-out basis and includes all costs of purchase, costs of conversion, and other costs incurred in bringing the
inventories to their present location and condition.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the
estimated costs necessary to make the sale. When inventories are sold, the carrying amount of those inventories is recognised as an expense
in the period in which the related revenue is recognised. The amount of any writedown of inventories to net realisable value and all losses
of inventories are recognised as an expense in the period the write-down or loss occurs. The amount of any reversal of any write-down of
inventories is recognised as a reduction in the amount of inventories recognised as an expense in the period in which the reversal occurs.
Trade and other receivables
Trade and other receivables are initially recognised at fair value and thereafter stated at cost less provision for impairment. A
provision for impairment of trade and other receivables is established when there is objective evidence that the Company will not be able to
collect all amounts due according to the original terms of receivables. Significant financial difficulties of the debtors, probability that
the debtors will enter bankruptcy or financial reorganisation, and default or delinquency in payments are considered indicators that the
receivables are impaired. The amount of the provision is the difference between the receivables' carrying amounts and the present value of
estimated future cash flows, discounted at the effective interest rate. The amount of the provision is recognised in the income statement.
Trade and other payables
Trade and other payables are initially recognised at fair value and thereafter stated at amortised cost unless the effect of discounting
would be immaterial, in which case they are stated at cost.
Taxation
Taxation represents the sum of the tax currently payable and deferred tax. The tax currently payable is based on taxable profit for the
period. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are
taxable or deductible in other years, and it further excludes items that are never taxable or deductible.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amount of assets and liabilities in
the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance
sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences, and deferred tax assets are
recognized to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be
utilised. Deferred assets and liabilities are not recognised if the temporary difference arises from of other assets and liabilities in a
transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer
probable that sufficient taxable profit will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at
the tax rates that are expected to apply in the period when the liability is settled or the asset realised. Deferred tax is charged or
credited in the Income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is
also dealt with in equity.
Revenue recognition
Sales of goods are recognized when the significant risks and rewards of ownership of the goods are transferred to the buyer, and the
Group retains no more effective control over the goods.
Foreign currency translation
Items included in the financial statements are measured using the currency that determines the pricing of the transactions that the
Group undertakes ("the functional currency"). These financial statements are presented in Great Britain Pounds, which is different from the
Company's subsidiaries functional currency which is Chinese Renminbi since, in the opinion of the director, the users of the financial
statements prefer the financial statements to be presented in Great British Pounds.
The results and financial position of the Company's subsidiaries as recorded in Chinese Renminbi are translated into Great Britain
Pounds for presentation purposes on the following bases:
i) assets and liabilities are translated at the closing rate at the date of the balance sheet;
ii) income and expenses translated at an average rate for the year provided that such a rate approximates the exchange rates at the
dates of the transactions; and
iii) all resulting exchange differences are recognised as a separate component of equity. Transactions in currencies other than the
functional currency are initially recorded at the rates of exchange prevailing on the dates of the transactions. Monetary assets and
liabilities denominated in such currencies are retranslated at the rates prevailing on the balance sheet date. Gains and losses arising on
exchange are included in the income statement.
Employee contribution benefits
The employees of the Group in the People's Republic of Chine ("PRC") are required to participate in the central pension scheme operated
by the local municipal government of the PRC. The Group is required to contribute a percentage of its payroll costs to the central pension
scheme as specified by the local municipal government of the PRC. Payments to the central pension scheme are charged as an expense as they
fall due.
Operating leases
Leases where substantially all the rewards and risks of ownership of assets remain with the lessors are accounted for as operating
leases. Rentals applicable to operating leases are charged to the Income statement on the straight-line basis over the lease terms.
Provisions
A provision is recognised when a present obligation (legal or constructive) has arisen as a result of a past event and it is probable
that a future outflow of resources will be required to settle the obligation, provided that a reliable estimate can be made of the amount of
the obligation.
When the effect of discounting is material, the amount recognised for a provision is the present value at the balance sheet date of the
future expenditures expected to be required to settle the obligation. The increase in the discounted present value amount arising from the
passage of time is included in finance costs in the income statement.
Share-based payment transactions
The fair value of services received determined by reference to the fair value of share options granted at the grant date is expensed on
a straight-line basis over the vesting period with a corresponding increase in equity (share option reserve).
At each balance sheet date, the Group revises its estimates of the number of options that are expected to ultimately vest. The impact of
the revision of the estimates, if any, is recognised in income statement, with a corresponding adjustment to share options reserve.
At the time when the share options are exercised, the amount previously recognised in share option reserve will be transferred to share
premium. When the share options are forfeited after the vesting date or are still not exercised at the expiry date, the amount previously
recognised in share option reserve will be transferred to accumulated profits.
Fair value is measured using the Black-Scholes pricing model.
Related parties
A party is considered to be related to the Group if:
i) the party has the ability, directly or indirectly through one or more intermediaries, to control the Group or exercise significant
influence over the Group in making financial and operating decisions, or vice versa, or where the Group and the party are subject to common
control or common significant influence;
ii) the party is a member of the key management personnel of the Group;
iii) the party is a close member of the family of any individual referred to in i) or ii);
iv) the party is an entity that is controlled, jointly controlled or significantly influenced by or for which significant voting power
in such entity resides with, directly or indirectly, any individual referred to in ii) or iii); or
v) the party is a post-employment benefit plan for the benefit of employees of the Group, or of any entity that is a related party of
the Group.
Cash and cash equivalents
For the purpose of the consolidated cash flow statement, cash and cash equivalents represent short term highly liquid investments which
are readily convertible into known amounts of cash and which were within three months of maturity when acquired, less advances from banks
repayable within three months from the date of the advance.
3. NET ASSET PER SHARE
The calculation of net asset per share is based on the net asset value of the Company in the amount of *3,164,000 and on the weighted
average of 30,676,000 ordinary shares.
4. EARNINGS PER SHARE
(a) The calculation of basic earnings per share is based on the profit attributable to equity holders of the Company in the amount of
*193,000 and on the weighted average of 30,676,000 ordinary shares.
(b) The diluted earnings per shares is based on 30,716,000 ordinary shares which is the weighted average number of ordinary shares in
issue during the period plus the weighted average of 40,000 ordinary shares deemed to be issued if all the outstanding options had been
exercised at the date they were granted.
5. PROPERTY, PLANT AND EQUIPMENT / AMOUNT DUE FROM MINORITY SHAREHOLDERS
The amount due from the minority shareholder will offset against the share capital of the subsidiary Vitality Tianjin Beverage Company
Limited when the approval is obtained.
The minority interest in the Subsidiary will decrease because of the reduction in share capital. The net effect of this reduction in
share capital of the Subsidiary is the offset of due from minority shareholder against the minority interest.
6. COMMITMENTS UNDER OPERATING LEASES
At 30 June 2008, the Group had outstanding minimum commitments under non-cancellable operating leases in respect of land and buildings
which fall due as follows:-
1.1.2008 10.4.2007
to to
30.6.2008 31.12.2007
Within one year 113 112
In the second to fifth years inclusive 108 159
221
271
7. CAPITAL COMMITMENTS
Pursuant to an agreement dated 18 May 2008 made with Vitality Health Beverage Co. Ltd ("Tianjin Health"), the minority shareholder of
Vitality Tianjin, Vitality Development must contribute a further US$ 210,000 in order to maintain a 60 percent shareholder of Vitality
Tianjin. Pursuant to the same agreement, the authorized share capital of Vitality Tianjin reduced from US$ 5 million to US$ 1.35 million.
Such reduction of share capital is subject to the approval of the Tianjin Foreign Economy & Trade Commission.
8. The interim financial information has been reviewed but not audited by the auditors
9. This financial information was approved by the Board on the 29th August 2008
10. The directors are not declaring an interim dividend in respect of the six months ended 30 June 2008
11. Copies of this interim report are being sent to all of the Company's shareholders. Further copies can be obtained from the
Company's lawyers Stephenson Harwood: One, St Paul's Churchyard, London EC4M 8SH during normal working hours
9am to 5pm.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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