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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
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Glbal Lck Grp | LSE:GLOK | London | Ordinary Share | VGG393181034 | ORD NPV (DI) |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 1.125 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
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0 | 0 | N/A | 0 |
TIDMGLOK
RNS Number : 0050G
Global Lock Safety (Intl) Grp CoLtd
31 May 2013
Global Lock Safety (International) Group Co., Limited
("Global Lock" or the "Company")
Final results and notice of AGM
Global Lock, the provider of security solutions to retailers and other organisations in China, announces its final results for the year ended 31 December 2012.
Highlights:
-- Billing fees income for the year RMB 89.36m (an increase of 180% over 2011's RMB 31.86m) -- Profit for the year RMB 1.46m (2011: loss of RMB 24.42m) -- Net assets (including minority interests) RMB 47.10m (2011: RMB 49.64m) -- Cash and cash equivalents RMB 5.39m (2011: RMB 3.26m) -- Loss per share RMB cents 0.45 (2011: loss of RMB cents 1.79)
Chairman's Statement
2012 saw a dramatic improvement for the Global Lock Group despite continuing tough trading conditions in China. For the first time since Global Lock listed on AIM in 2010, the Group moved into profitability with profits of RMB 1.46m, a vast improvement on the previous year's loss of RMB 24.42m. This was achieved on the back of a significantincrease inturnover, from RMB 31.86m to RMB 89.36m, an increase of more than 180%. This reflects Global Lock's focus on improving the revenues and profitability of the branch network and although the number of branches remained the same as in 2011 at 67, a number of unprofitable branches were closed and new ones opened. The number of customers at the year end increased to 24,107 (an increase of 35% on the 2011 figure of 17,850). The average number of customers per branch was 360 at the end of 2012, compared with 266 a year earlier.
As at 31 December 2012, the Group had 67 branches, 24,107 customers and 1,320 employees. These compare with 2011 as shown in the following table:
2011 2012 % increase --------------- ------- ------- ----------- No. Branches 67 67 - --------------- ------- ------- ----------- No. Customers 17,850 24,107 35% --------------- ------- ------- ----------- No. Employees 1,250 1,320 6% --------------- ------- ------- ----------- Revenues (RMB m) 31.86 89.36 180% --------------- ------- ------- -----------
The improved performance in 2012 is attributable, inter-alia, to the following factors:
1. increased accountability of branch level management, following the changes set in place at the beginning of 2012, focussing on the number of customers obtained by each branch as the key operating metric;
2. further market expansion through developing mid-and-low level retail store customers, which has resulted in both an increased number of customers and reduced operating costs for those customers as well as reducing the per-customer costs for Global Lock;
3. successful penetration into a new market segment; namely the provision of remote monitoring services for a major security system integration and power substation project (Xiangtan Jiuhua);
4. comprehensive technical modifications of Global Lock's security equipment to improve its technical performance resulting in significantly fewer incidents of false alarms thereby reducing wasted staff time and eliminating unnecessary costs;
5. management improvements at all levels of the organisation to eliminate duplication, improve focus and reduce costs;
6. extraction of the Company from a previous loss making investment project (International Security Union building) and the recovery of the investment; and
7. clarifying the complicated relationship with Henan Xinxiang Jingan and consolidating Global Lock's 30% holding in this company as a minority interest.
For 2013, Global Lock's Board have planned a number of initiatives and developments that aim to consolidate and build upon the achievements of 2012 and to entrench Global Lock as a leading provider of security services in China. These measures include further refining the operational management system to focus each branch on its revenues and profits as the key benchmark, together with numbers of customers. Global Lock intends to expand the mid-and-low level market segment further as well as developing additional sales channels. Through these measures Global Lock aims to continue to increase its customer base, as well as building customer numbers through acquisitions and business cooperation. Following on from the success of the Xiangtan Jiuhua security project, the Group will further undertake carefully selected projects where these will add sufficiently to the bottom line.
Global Lock has ambitious plans to expand into the provision of value added services for its customer base and these include earning commissions for introducing its customers to an unconnected loan finance provider. The Board is also cognisant of the need to optimise and strengthen the Board and senior management of Global Lock in order to improve operational efficiency; necessary tasks include the improvement and streamlining of internal administrative systems, reviewing wages and salaries and employee incentives; improving the functioning of the ERP information system,strengthening the treasury and capital management platform, and enhancing branch monitoring.
In China, in recent years, incidents of theft suffered by retailers have been increasing steadily,primarily as a result of economic circumstances and a lessening of social stability. In the nine months from June 2012 to February 2013, branches of Global Lock have successfully prevented more than 8,000 potential thefts, and there were in total around 140 cases where insurance pay-outs were made. These numbers exceeded the combined total for the prior five years. Global Lock's security technology and patrol guard business, coupled with the provision of insurance has proved to be successful in face of a variety of technical and other challenges. As a Chinese saying goes "A vice rises one foot, virtue rises ten." Global Lock's Board is convinced that in order to combat the increasingly sophisticated criminals now being encountered, increased investment on research and development of security technologies with lower false detection rates and higher safety and cost-efficiency to combat theft, reduce insurance claims and lessen operating costs, will pay off many times over for Global Lock.
Technical Developments in 2012
In 2012 Global Lock's Research & Development Institute has completed research and development for the following products as well as initiating their batch production:
1. low power wireless infrared detectors aimed at significantly reducing false alarms, 8,000 units of which have been produced.;
2. wireless magnetic switch detector, 5,000 units have been produced; 3. GPRS/PSTN single module / double module alarm host, 6,000 units have been produced;
4. C/S frame-GPRS/PSTN/GSM triple-integrated alarm and video platform, the platform has already been utilised by 15 branches;
5. central remote-control tear GPRS alarm host and alarm receiving platform (applicable to an unmanned telecommunication base station). The initial pilot was carried out at Heyuan Branch. The platform performs strongly to prevent on-site theft, helping to eliminate problems in remote areas which are not easily accessible for facilities and patrol guards; and
6. FW-2A-B phone line alarm host (wire), applicable to lower level customers. Batch production has been started.
Proposed 2013 technical enhancements include:
1. a wired infrared detector; 2. a wired microwave and passive infrared detector; 3. 3G image/video transmission alarm host;
4. a network alarm monitoring integrated platform, compatible with alarm hosts manufactured by Global Lock and main alarm hosts, integrated with a network camera and digital video recorder; and
5. monitoring software operated by smartphones based on GPRS/3G/WAN data channels.This enables customers, patrol guards, as well as alarm receiving, technical and management personnel to access the alarm system to check records of real-time operation, alarm notifications, image/video browsing and recent events through their smart phones.
Recent developments and trading update
At 30 April 2013, Global Lock had a total of 25,630 clients, an increase of 6.3% from the end of 2012's 24,107. The number of branches remained unchanged from the year end at 67.
The Group held its Annual Planning Meeting in Changsha from 9 to 11 January 2013 to review the achievements of 2012 and to plan for 2013, as well as to determine the operating targets for the forthcoming year. Attendees included the Group's Chairman, members of Senior Management, and 63 Branch Managers and accountants. Outstanding branches were rewarded for achieving exceptional profit levels, in meeting their operating targets and for attaining excellent security service levels. In addition, numbers of high-achieving individuals were also rewarded. Later in the year from 21 to 22 March 2013 the Group held a further meeting for its branches in Changsha in order to set individual branch revenue and profits targets for the year.
Also in January 2013 the Hunan Family Fortune Security Services Shenzhen Branch was awarded its Security Service Provider Registration Certificate which confirms the compliance and legality of Global Lock's network security alarm service.
The Group's new ERP Information System has been in use since 1 March 2013 and is proving a very valuable management tool.
Finally, as announced on 27 February 2013 the Group transferred its holding of 15.789% shares in Shenzhen Zhong An Fang Investment Holdings, and recovered its RMB 1.0m investment. Also the Group purchased the remaining 50% shares of Yuxi Branch in order to achieve 100% ownership of the Branch, further details of which were announced on 21 March 2013.
Directorate changes
On 13 March 2012, Mr Yong Luo, Mr Xuean Yan and Mr Jun Gai ceased to act as Directors, and on 12 September 2012, four new directors, Mr Jianbing Wang, Mr Hualiang Jiang, Mr You Feng and Mr Xiaohua Zhang were appointed, and Mr Moxiang Li was appointed as Chairman and CEO. On 11 February 2013, Mr Xiaohua Zhang ceased to act as Director and on 18 March 2013, Mr Yong Luo was re-appointed as Chairman in place of Mr Moxiang Li who continued as CEO.
On behalf of the Board, I want to extend our warmest thanks to our investors, business partners, associates and customers for their support during the year and lastly, but by no means least, we wish to thank the management and staff of the Global Lock family for their tremendous efforts and dedicated hard work throughout the year.
Emphasis of matter - going concern
The financial statements include an emphasis of matter from the Group's auditors, UHY Hacker Young, in relation to the Group's ability to continue as going concern arising from its net current liabilities of RMB 11.99m as at 31 December 2012. Notwithstanding this, the Directors consider that the Group's prospects remain sound.
Posting of annual report
The annual report and accounts for the year ended 31 December 2012 will be posted to shareholders shortly together with a notice of AGM which will be held at 19/F, Shenzhen Cadre Group Centre Mansion, No. 168 Tongsha Road, Xili, Nanshan District, Shenzhen, Guangdong Province, China on 30 June 2013 at 3pm Beijing time. These documents are also in the process of being added to the Company's website, www.globallock.com, in accordance with AIM Rule 20.
Mr. Yong Luo
Chairman
Global Lock Safety (International) Group Limited
Enquiries:
Global Lock Safety (International) Group Limited
Moxiang Li, Chief ExecutiveOfficer Tel:+86 755 8366 0755 Andrew Gee, Non-Executive Director Tel: +44 777 565 3564
Allenby Capital Limited Tel: +44 203 328 5656
Nick Naylor
Alex Price
- Ends -
CONSOLIDATED AND COMPANY STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED31 DECEMBER 2012
Group Company -------------------------------------- ------------------- 2012 2011 2012 2011 Note RMB'000 RMB'000 RMB'000 RMB'000 Revenue Billing fees income 89,355 31,857 - - Sales business tax (3,599) (1,780) - - --------------------------- --------- --------- -------- 85,756 30,077 - - Cost of sales (21,863) (8,011) - - --------------------------- --------- --------- -------- Gross profit 63,893 22,066 - - Selling and distribution costs (49,664) (34,178) - - Administrative expenses (12,032) (12,176) (1,888) (3,241) Listing costs - - - - Other income 535 214 - - --------------------------- --------- --------- -------- Profit /(loss) from operations 2,732 (24,074) (1,888) (3,241) Finance income - 7 - - Finance cost (974) (354) - (2) --------------------------- --------- --------- -------- Profit /(loss) on ordinary activities before taxation 1,758 (24,421) (1,888) (3,243) Taxation 3 (300) - - - --------------------------- --------- --------- -------- Profit /(loss) for the year 1,458 (24,421) (1,888) (3,243) Other comprehensive - - - - income --------------------------- --------- --------- -------- Total comprehensive Profit /(loss) for the year 1,458 (24,421) (1,888) (3,243) =========================== ========= ========= ======== Profit /(loss) attributable to: Owners of the parent (1,114) (4,466) Non-controlling interests 2,572 (19,955) --------------------------- --------- 1,458 (24,421) =========================== ========= Total comprehensive Profit (loss) attributable to: Owners of the parent (1,114) (4,466) Non-controlling interests 2,572 (19,955) --------------------------- --------- 1,458 (24,421) =========================== ========= Loss per share 4 Basic (in cents) (0.45) (1.79) =========================== ========= Diluted (in cents) (0.45) (1.79) =========================== =========
All amounts are derived from continuing operations.
CONSOLIDATED AND COMPANY STATEMENT OF FINANCIAL POSITION
FOR THE YEAR ENDED 31 DECEMBER 2012
Group Company ------------------- ------------------ 2012 2011 2012 2011 Note RMB'000 RMB'000 RMB'000 RMB'000 Non-current assets Intangible assets 5 36,260 38,863 - - Property, plant and equipment 22,696 22,731 - - Investment in subsidiary 6 3,000 7,500 9 4,009 --------- -------- -------- -------- Total non-current assets 61,956 69,094 9 4,009 Current assets Inventories 2,472 1,301 - - Due from customers for construction contracts 15,110 - - - Trade and other receivables 9 36,196 27,154 14,942 18,614 Cash and cash equivalents 10 5,388 3,257 94 14 --------- -------- -------- -------- Total current assets 59,166 31,712 15,036 18,628 --------- -------- -------- -------- Total assets 121,122 100,806 15,045 22,637 ========= ======== ======== ======== Equity and reserves Share capital 11 20,324 20,324 20,324 20,324 Shares to be issued - 4,000 - 4,000 Statutory reserve 66 Reserves 963 963 963 963 Accumulated losses (7,335) (6,155) (6,752) (4,864) --------- -------- -------- -------- 14,018 19,132 14,535 20,423 Non-controlling interest 12 33,083 30,511 - - --------- -------- -------- -------- Total equity 47,101 49,643 14,535 20,423 --------- -------- -------- -------- Current liabilities Borrowings 2,169 750 - - Trade and other payables 13 68,352 49,498 510 2,214 Taxation 632 429 - - --------- -------- -------- -------- 71,153 50,677 510 2,214 Non-Current liabilities Long-term payables 2,868 486 - - Total liability 74,021 51,163 510 2,214 --------- -------- -------- -------- Total equity and liabilities 121,122 100,806 15,045 22,637 ========= ======== ======== ========
CONSOLIDATED AND COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2012
Group Company -------------------- ------------------- 2012 2011 2012 2011 RMB'000 RMB'000 RMB'000 RMB'000 Cash flows from operating activities Profit/ (loss) on ordinary activities before taxation 1,758 (24,421) (1,888) (3,243) Adjustments for: Amortization of intangible assets 3,368 3,010 - - Depreciation of property, plant and equipment 5,389 4,103 - - Loss on disposal (500) 13 - - Share based payment charge - 963 - 963 Loss of investment - 500 - - Financial income - (7) - - Financial costs 974 347 - 3 Impairment of property, plant and equipment 622 - - - --------- --------- -------- --------- 11,611 (15,492) (1,785) (2,277) Increase in inventories (1,171) (650) - Increase in trade and other receivables (23,066) (5,466) 3,672 (8,324) Increase in trade and other payables 5,006 34,825 (1,704) 414 --------- --------- -------- --------- Cash from/(used in) operations (7,620) 13,217 80 (10,187) Income taxes paid (174) - - - --------- --------- -------- --------- Net cash from/(used in) operating activities (7,794) 13,217 80 (10,187) --------- --------- -------- --------- Cash flows from investing activities Purchase of property, plant and equipment (5,976) (9,340) - - Research and development costs (765) (2,221) - - Proceed from disposal of property, plant and equipment - 2 - - Acquisition of subsidiary - (4,000) - - Acquisition of new branch - (3,350) - - --------- --------- -------- --------- Net cash used in investing activities (6,741) (18,909) - - --------- --------- -------- --------- Cash flows from financing activities Loan from directors 13,839 100 - 100 Financial income - 7 - - Financial costs (974) (347) - (3) Borrowings 5,037 1,236 - - Repayment of borrowing (1,236) - - - Loan repayment from subsidiary - - - 10,000 --------- --------- -------- --------- Net cash from financing activities 16,666 996 - 10,097 --------- --------- -------- --------- Net change in cash and cash equivalents 2,131 (4,696) 80 (90) Cash and cash equivalents at beginning of year 3,257 7,953 14 104 --------- --------- -------- --------- Cash and cash equivalents at end of year 5,388 3,257 94 14 ========= ========= ======== =========
CONDOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2012
Shares Share to be Statutory Accumulated Non-controlling Total capital issued reserve Other reserve losses Total interest equity RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 Group At 1 January 2011 20,324 - - - (1,689) 18,635 50,467 69,101 Loss for the year - - - - (4,466) (4,466) (19,955) (24,421) --------- -------- ---------- -------------- ------------ -------- ---------------- --------- Total comprehensive loss for the year - - - - (4,466) (4,466) (19,955) (24,421) --------- -------- ---------- -------------- ------------ -------- ---------------- --------- Deferred share consideration to acquire new subsidiary - 4,000 - - - 4,000 - 4,000 Share based payment transaction - - - 963 - 963 - 963 At 31 December 2011 20,324 4,000 - 963 (6,155) 19,132 30,511 49,643 ========= ======== ========== ============== ============ ======== ================ ========= Profit (Loss) for the year - - - - (1,114) (1,114) 2,572 1,458 --------- -------- ---------- -------------- ------------ -------- ---------------- --------- Total comprehensive profit (loss) for the year - - - - (1,114) (1,114) 2,572 1,458 --------- -------- ---------- -------------- ------------ -------- ---------------- --------- Deferred share consideration withdrawn - (4,000) - - (4,000) - (4,000) Share based payment transaction - - - - - - - Transfer of statutory reserve - - 66 - (66) - - - At 31 December 2012 20,324 - 66 963 (7,335) 14,018 33,083 47,101 ========= ======== ========== ============== ============ ======== ================ =========
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2012
Shares Accumulated Share capital to be issued Other reserve losses Total RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 Company At 1 January 2011 20,324 - - (1,620) 18,703 Loss for the year - - - (3,243) (3,243) -------------- -------------- -------------- ------------ -------- Total comprehensive loss for the year - - - (3,243) (3,243) -------------- -------------- -------------- ------------ -------- Deferred share consideration to acquire new subsidiary - 4,000 - - 4,000 Share based payment transaction - - 963 - 963 At 31 December 2011 20,324 4,000 963 (4,863) 20,423 ============== ============== ============== ============ ======== Loss for the year - - - (1,888) (1,888) -------------- -------------- -------------- ------------ -------- Total comprehensive loss for the year - - - (1,888) (1.888) -------------- -------------- -------------- ------------ -------- Deferred share consideration withdrawn - (4,000) - - (4,000) At 31 December 2012 20,324 - 963 (6,752) 14,535 ============== ============== ============== ============ ========
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2012
1 Accounting policies 1.1 General information
The Company is a company incorporated in the British Virgin Islands ("BVI") under the BVI Law. The Company is governed by its articles of association and the principal statute governing the company is BVI law. The company has an unlimited life. The liability of the members of the company is limited. The Company is domiciled and has its registered office in BVI and the company's registration number is given on page 1. The nature of the Group's operations and its principal activities are set out in the Directors' report on pages 8 to 11.
The Group's places of business are in the People's Republic of China ("PRC"). The principal place of business of the Global Lock Group's operation is at 19/F Cadre Group Centre Building, 168 Tong Sha Road, Xi Li, Nanshan District, 518055 Shenzhen, PRC
These non-statutory consolidated financial statements are rounded to the nearest thousand ('000) and they are presented in Renminbi ("RMB") which is also the functional currency of the company
1.2 Basis of preparation
The non-statutory financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the EU (together, "IFRS"). These financial statements are for the year ended 31 December 2012.
New IFRS standards and interpretations newly adopted
The Group has adopted the following new and amended IFRS standards and IFRIC interpretations:
-- IFRIC 19 Extinguishing financial liabilities with equity instruments -- IAS 24 Related Party Disclosures (2009) -- Amendments to IFRIC 14 Prepayments of a Minimum Funding Requirement -- Annual improvements to IFRSs (2010)
The adoption of these revised standards has not had a material impact for the Group's result for the year and equity
New IFRS standards and interpretations not yet adopted
The following standards, amendments and interpretations are not yet effective and have not yet been adopted early by the Group:
-- Amendments to IFRS 7 Financial Instruments: Disclosures -- IAS 27 Separate Financial Statements (2011). -- IAS 28 Investments in Associates and Joint Ventures (2011). -- IFRS 9 Financial Instruments -- IFRS 10 Consolidated Financial Statements -- IFRS 12 Disclosure of Interests in Other Entities -- IFRS 13 Fair Value Measurement. -- Amendments to IAS 19 Employee Benefits -- Amendments to IAS 1 Presentation of Items of Other Comprehensive Income -- Amendments to IFRS 7 Disclosures - Offsetting Financial Assets and Financial Liabilities -- Amendments to IAS 32 Offsetting Financial Assets and Financial Liabilities -- Annual improvements to IFRSs (2009 - 2011)
The management does not anticipate that the adoption of the above IFRS (including consequential amendments) and interpretations will result in any material impact to the financial statements in the period of initial application.
1.3 Going concern policy
Despite the Group return into profitability, the Group had net current liabilities of RMB 11.99m at 31 December 2012. The Group has been monitored its cash flow and constantly negotiated with its creditors for acceptable trading terms and payment arrangements for its liabilities to ensure continuity in its operations. The directors and certain substantial shareholders have expressed their willingness to continue supporting the Group for the foreseeable future. They have also provided assurance that they will not call on their loans. Transaction with the directors are disclosed in Note 25
Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the necessity of liquidation, nor ceasing trading or seeking protection from creditors pursuant to laws or regulations. In assessing whether the going concern assumption is appropriate, management takes into account all available information for the foreseeable future, in particular for the twelve months from the date of approval of the non-statutory financial statements. Based on the budgets prepared, management have a reasonable expectation that the group has adequate resources to continue its operational exercises for the foreseeable future and the group has adopted the going concern basis of accounting in preparing the non-statutory financial statements.
1.4 Basis of consolidation
The consolidated non-statutory financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries). Control is achieved where the Company has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities.
Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Group's equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination (see below) and the non-controlling interests' share of changes in equity since the date of the combination. Losses applicable to the minority in excess of the non-controlling interest in the subsidiary's equity are allocated against the interests of the Group except to the extent that the non-controlling interest has a binding obligation and is able to make an additional investment to cover the losses.
The results of subsidiaries acquired or disposed of during the year are included in the Consolidated Statement of Comprehensive Income 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 the Group.All intra-group transactions, balances, income and expenses are eliminated on consolidation.
The Group entered into the following agreements on 17 October 2010:
-- An Exclusive Technology Support Agreement between Global Lock Safety (Shenzhen) Limited ("Global Lock WFOE") and Shenzhen Global Lock Security System Engineering Co., Ltd ("Shenzhen Global Lock"), with a quarterly services fee of 20 to 25 per cent of total monthly operating revenues is payable by Shenzhen Global Lock to Global Lock WFOE on a quarterly basis. The condition requires Shenzhen Global Lock has profitability in the financial year in order to meet this obligation.
-- A Business Operation Agreement between Global Lock WFOE and Shenzhen Global Lock and the shareholders of Shenzhen Global Lock (who are also the founder and controlling shareholders of the Company) under which Shenzhen Global Lock cannot carry out any activities which may affect its capital, personnel, obligations, rights or business operations. In addition, the Founder Shareholders grant Global Lock WFOE the rights to exercise their respective voting rights in Shenzhen Global Lock.
1.4 Basis of consolidation - continued
-- An Exclusive Option Agreement entered into between Global Lock WFOE, the Founder Shareholders and Shenzhen Global Lock, under which Global Lock WFOE has an exclusive option to purchase by itself or through a nominee, to the extent permitted by the laws of the PRC, all or any part of the equity interests of each Founder Shareholder in Shenzhen Global Lock. Each Founder Shareholder has agreed that Shenzhen Global Lock will accept payment from Global Lock WFOE on their behalf and that the payment received shall be a loan to Shenzhen Global Lock to be used for the business operations of Shenzhen Global Lock.
-- An Exclusive Sales Agreement entered into by Shenzhen Global Lock and Global Lock WFOE, under which, Global Lock WFOE is allowed to sell the various antitheft systems and ancillary products of Shenzhen Global Lock, exclusively within the territories and period as agreed between the parties.
-- An Equity Pledge Agreement entered into between Global Lock WFOE, Shenzhen Global Lock and the Founder Shareholders under which the Founder Shareholders have pledged their respective equity interests in Shenzhen Global Lock to Global Lock WFOE as security for the protection of the rights of Global Lock WFOE under the Exclusive Technology Support Agreements, the Business Operation Agreement, the Exclusive Option Agreement and the Exclusive Sales Agreement referred to above (the "Contractual Arrangements"). In addition, the Founder Shareholders have agreed not to transfer, sell, pledge, dispose or create any encumbrance over their equity interests in Shenzhen Global Lock.
The Group, through these contractual agreements, gained control of Shenzhen Global Lock on that date.
In determining the appropriate accounting treatment for this transaction, the Directors considered IFRS 3 "Business Combinations" (Revised 2008). However, they concluded that this transaction fell outside the scope of IFRS 3 (revised 2008) since the transaction described above represents a combination of entities under common control as the same group of individuals acting in concert were shareholders of Shenzhen Global Lock as well as the controlling shareholders of the Company
In accordance with IAS 8 "Accounting Policies, changes in accounting estimates and errors", in developing an appropriate accounting policy, the Directors have considered the pronouncements of other standard setting bodies and specifically looked to accounting principles generally accepted in the United Kingdom ("UK GAAP") for guidance (FRS 6 - Acquisitions and mergers) which does not conflict with IFRS and reflects the economic substance of the transaction.
Under UK GAAP, the assets and liabilities of both entities are recorded at book value, not fair value (although adjustments are made to achieve uniform accounting policies), intangible assets and contingent liabilities are recognised only to the extent that they were recognised by the legal acquiree in accordance within applicable IFRS, no goodwill is recognised, any expenses of the combination are written off immediately to the income statement and comparative amounts, if applicable, are restated as if the combination had taken place at the beginning of the earliest accounting period presented.
Therefore, although the Group reconstruction did not become unconditional until 17 October 2010, these consolidated financial statements are presented as if the Group structure has always been in place, including the activity from incorporation of the group's principal trading subsidiary. Both entities had the same management as well as majority shareholders.
Business combinations
The acquisition of subsidiaries is accounted for using the purchase method of accounting. The cost of the acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree, plus any costs directly attributable to the business combination. The acquiree's identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3: Business Combinations are recognised at their fair value at the acquisition date, except for non-current assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5: Non-Current Assets Held for Sale and Discontinued Operations, which are recognised and measured at fair value less costs to sell.
1.4 Basis of consolidation - continued
Business combinations - continued
Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess of the cost of the business combination over the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised. If, after reassessment, the Group's interest in the net fair value of the acquiree's identifiable assets, liabilities and contingent liabilities exceed the cost of the business combination, the excess is recognised immediately in the Statement of Comprehensive Income.
Non-controlling interests that are present ownership interest and entitle their holders to a proportionate share of the entity's net assets in the event of liquidation may be initially measured either at fair value or at the non- controlling interests' proportionate share of the recognised amounts of the acquiree's identifiable net assets. The choice of measurement basis is made on a transaction-by-transaction basis. Other types of non-controlling interests are measured at fair value, when applicable, on the basis specified in another IFRS.
1.5 Intangible assets (a) Patent rights
Patent rights acquired are initially recognised at cost and are subsequently carried at cost less accumulated amortisation and accumulated impairment losses. These costs are amortised to the income statement using the straight-line method over 14.6 years, which is the shorter of the remaining useful life and periods of contractual rights. The remaining useful life of 14.6 years of the 20 years patent is calculated from the date the patent was transferred to the Group on 1 August 2009.
(b) Research and development expenditure
Research expenditure is recognised as an expense as incurred.
Costs incurred on development projects are recognised as internally generated intangible assets only if all of the following conditions are met by the Company:
- the technical feasibility of completing the intangible assets so that it will be available for use or sales;
- its intention to complete the intangible asset and use or sell it; - its ability to use or sell the intangible assets; - it is probable that the intangible asset created will generate future economic benefits;
- the availability of adequate technical financial and other resources to complete the development and use or sell the intangible assets; and
- its ability to measure reliably the expenditure attributable to the intangible assets during its development.
Internally generated intangible assets are amortised on a straight-line basis over their estimated useful lives, from the date the intangible is ready for use. Amortisation charge is recognised in the income statement within "Cost of sales".
Development costs that have been capitalised as intangible assets are amortised on a straight-line basis over the period of its expected benefits.
(c) Customer relationship
Customer relationships are measured initially at purchase cost and are amortised on a straight-line basis over their estimated useful life of 5 years.
1.6 Property, plant and equipment
Property, plant and equipment are stated at cost less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
Depreciation is charged so as to write off the cost, less estimated residual value on assets other than land, over their estimated useful lives, using the reducing balance method, on the following bases:
Machinery equipment under construction straight line 5 years Machinery equipment straight line 5 years Office equipment and motor vehicles straight line 5 years
Gains and losses on disposals are determined by comparing proceeds with the carrying amount of the asset. These are included in statement of comprehensive income.
1.7 Impairment of tangible and intangible assets excluding goodwill
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.
The recoverable amount is the higher of fair value less costs to sell 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 the 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. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a re-valued 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 immediately in profit or loss, unless the relevant asset is carried at a re-valued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.8 Taxation
Current taxation
Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the tax authorities. The tax rates and the tax laws used to compute the amount are those that are enacted, or substantively enacted, by the balance sheet date.
Deferred taxation
Deferred tax is provided in full using the balance sheet liability method for all taxable temporary timing differences arising between the tax bases of assets and liabilities and their carrying values for financial reporting purposes. Deferred tax is measured using currently enacted or substantially enacted tax rates.
Deferred tax assets are recognised to the extent the temporary difference will reverse in the foreseeable future and that it is probable that future taxable profit will be available against which the asset can be utilised.
1.9 Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable in accordance with the Group's principal activity, net of VAT and trade discounts, also deducted sales business tax.
Security solutions
Revenue is general recognised in the period when the services are provided, using a straight-line basis over the term of the contract.
Security system integration centre
Contract revenue comprises the initial amount of revenue agreed in the contract and variations in the contract work and claims that can be measured reliably. A variation or a claim is recognised as contract revenue when it is probable that the customer will approve the variation, or negotiations have reached an advanced stage such that it is probable that the customer will accept the claim.
The stage of completion is measured by reference to the completion of a physical proportion of the contract work. When the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised only to the extent of contract costs incurred that are likely to be recoverable.
1.10 Leases
Leases in which a significant portion of the risks and rewards of ownership are retained by the lesser are classified as operating leases. Payments made under operating leases (net of any incentives received from the lesser) are charged to the profit and loss on a straight-line basis over the period of the lease.)
1.11 Investment in subsidiaries
Investments in subsidiaries are stated at cost less provision for permanent diminution in value.
1.12 Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits, bank balances, demand deposits and other short term, highly liquid investments that are readily convertible to known amount of cash and are subject to an insignificant risk of changes in value.
1.13 Construction contracts in progress
Construction contract in progress represents the gross amount expected to be collected from customers for contract work performed to date. It is measured at costs incurred plus profits recognised to date (see Note 1.9) less progress billings and recognised losses. Cost includes all expenditure related directly to specific projects and an allocation of fixed and variable overheads incurred in the Group's contract activities based on normal operating capacity.
At the balance sheet date, the aggregated costs incurred plus recognised profit (less recognised loss) on each contract is compared against the progress billings. Where costs incurred plus the recognised profits (less recognised losses) exceed progress billings, the balance is presented as due from customers on construction contracts. Where progress billings exceed costs incurred plus recognised profits (less recognised losses), the balance is presented as due to customers on construction contracts.
1.14 Financial instruments
Financial assets and financial liabilities are recognised on the group's balance sheet when the group becomes a party to the contractual provisions of the instrument.
Trade and other receivables
Trade and other receivables are initially measured at fair value and are subsequently reassessed at the end of each accounting period.
Financial liabilities and equity
Financial liabilities and equity instruments issued by the group are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities. The accounting policies adopted for specific financial liabilities and equity instruments are set out below.
Trade payables
Trade payables are initially measured at fair value and are subsequently measured at amortised cost, using the effective interest rate method.
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Shares issued are held at their fair value.
1.15 Inventory
Inventory is stated at the lower of cost and net realisable value. Cost is determined on a first-in first-out basis. Net realisable value is based on estimated selling price allowing for all further costs to completion and disposal.
The inventory is included within finished goods (spare parts and uniform) and low-value consumption goods.
1.16 Borrowings
Borrowings are recognised initially at the proceeds received, net of transaction costs incurred, and subsequently measured at amortised cost using the effective interest method. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least twelve months after the end of reporting date.
1.17 Provisions
Provisions are recognised when the group has a present obligation (legal or constructive) as a result of a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the group expects some or all of a provision to be reimbursed, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the income statement net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognised as a borrowing cost.
1.18 Commitments and contingencies
Commitments and contingent liabilities are disclosed in the financial statements. They are disclosed unless the possibility of an outflow of resources embodying economic benefits is remote. A contingent asset is not recognised in the financial statements but disclosed when an inflow of economic benefits is probable.
1.19 Events after the balance sheet date
Post year-end events that provide additional information about a company's position at the balance sheet date and are adjusting events are reflected in the financial statements. Post year-end events that are not adjusting events are disclosed in the notes when material.
1.20 Foreign currencies
The financial information is presented in Renminbi ("RMB") which is the functional currency of the Group.
Monetary assets and liabilities denominated in foreign currencies in each company are translated at the rates of exchange prevailing at the accounting date. Transactions in foreign currencies are translated at the rate prevailing at the date of transaction.
1.21 Share-based payment arrangement
Equity-settled share-based payment transactions with parties other than employees are measured at the fair value of the goods or services received, except where that fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the services. Details regarding the determination of the fair value of equity-settled share-based transactions are set out in note 22.
Fair value is measured by use of the Black-Scholes model. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations
1.22 Employee Benefits
Short Term Employee Benefits
Wages, salaries, annual leave and sick leave, social security contributions, bonuses and non-monetary benefits are accrued in the period in which the associated services are rendered by the employees.
Post-employment benefits
For the subsidiary of the Group in PRC, there are contributory retirement plans operated by the local government. The employees participate in the defined contribution retirement plan whereby the company is required to contribute to the schemes at fixed rates of the employees' salary costs. The company's contributions to these plans are charged to profit or loss when incurred. The company has no obligation for the payment of retirement and other post-retirement benefits of staff other than the contributions described above.
Contribution made to the defined contribution retirement plan includes basic pension insurance in PRC which is charged to the profit and loss in the period to which they are related.
Under the pension plan which the Group pays fixed contributions and will have no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employee benefits relating to employee service in the current or prior financial periods. Once the contributions have been paid, the Group has no further payment obligations.
1.23 Government grants
Government grants are recognised as income over the periods necessary to match them with the related costs which they are intended to compensate; and are recognised only when there is reasonable assurance that:
- the company will comply with the conditions attached to them; and - the grants will be received.
Unconditional government grant is recognised in profit or loss as other income when the grant becomes receivables
1.24 Accounting estimates and judgments
The preparation of financial statements in conforming to adopted IFRSs requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and assumptions are based on historical experience and other factors considered reasonable at the time, but actual results may differ from those estimates. Revisions to these estimates are made in the period in which they are recognised.
Consolidation
The Group does not consolidate the results of Henan Xinxiang Jingan Security Technology Co., Limited ("Henan Xinxiang") as the Directors are of the opinion the control is not significant influence on its daily business operation.
1.25 Use of estimates
The assumptions concerning the future, and other key sources of estimation at the balance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:
Intangible Assets
Amortisation
Intangible assets (other than goodwill) are amortised over their useful lives. Useful lives are based on management's estimates of the periods over which the assets are expected to generate revenues. These estimates are periodically reviewed for reasonableness. Due to the long lives of these assets, especially patent rights long lives (14 years) changes to the estimates can result in significant changes to the carrying value. A decrease of 10% in the charge in the next year would reduce costs by RMB270,000 approximately.
Impairment review
The Group assesses the impairment of intangible assets subject to amortisation or depreciation whenever events or changes in circumstances suggest that the carrying amount of the asset may not be recoverable or may have been impaired. Factors that may trigger an impairment review include the following:
i. Significant underperformance relative to historical or projected operating results.
ii. Significant changes in the manner of the use of the assets or the overall business strategy.
iii. Significant negative industry or macro-economic trends.
The key assumptions used in the value in use calculations for the customer list included with intangible assets are customer attrition rates, revenue growth rates and appropriate discount rates.
Management has assessed the net present value and thereby impairment on variety of bases and assumptions. The impairment test are particularly sensitive to changes in the key assumptions and changes to the assumptions could result in impairment; however all of the varying bases indicate a net present value in excess of the carrying value of the intangible assets.
The key assumptions in the value in use calculations are as follows:
Customer Attrition Rate 5.3% Growth Rate 50% Discount Factor 14.26%
A decrease of 10% in the key assumptions rates would result in the request for an impairment of the intangible asset.
Share-based payment
The Group has share option schemes for certain suppliers. Judgements and estimates are required in determining the share-based payment charge as an expense in the income statement. The directors have used Black-Scholes model which has been widely used in valuing the share based payment charge. The directors are in the opinion that the model used has been adjusted to their best estimate in arriving at the charge.
Construction contracts
Where the outcome of a construction contract can be estimated reliably, the Group recognises revenue and costs by reference to the stage of completion of the contract activity at the statement of financial position, measured based on the physical proportion of contract work performed to date, except where this would not be representative of the stage of completion. Variations in contract work, claims and incentive payments are included to the extent that they have been agreed with the customer.
Where the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised to the extent it is probable that contract costs incurred will be recoverable. Contract costs are recognised as expenses in the period in which they are incurred.
When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately.
The Group's accounting approach reflects a sound judgement as potential losses on contract are being considered and reflected with its probability immediately upon occurrence while contract revenue which cannot be estimated reliably is realised only after confirmed by written agreement.
Depreciation of property, plant and equipment
The Group depreciates the property, plant and equipment, using the straight-line method, over their estimated useful lives after taking into account of their estimated residual values. The estimated useful life reflects management's estimate of the period that the Group intends to derive future economic benefits from the use of the Group's property, plant and equipment. The residual value reflects management's estimated amount that the Group would currently obtain from the disposal of the asset, after deducting the estimated costs of disposal, as if the asset were already of the age and in the condition expected at the end of its useful life. Changes in the expected level of usage and technological developments could affect the economics, useful lives and the residual values of these assets which could then consequentially impact future depreciation charges.
2 Business segments
For the purpose of IFRS 8, the chief operating decision maker takes the form of the Board of Directors. The Directors are of the opinion that the business of the Group comprises of a single activity, being the provider of security solutions to retail stores in the PRC. At the meetings between the Directors, the income, expenditure cash flows, assets and liabilities are reviewed on a whole-group basis. Nonetheless the Group's revenue and results can be classified into the following streams:
-- Security solution -- Security system integration Security Security system solution integration Total RMB'000 RMB'000 RMB'000 Fees income Year ended 31 December 2012 56,245 33,110 89,355 Year ended 31 December 2011 31,857 - 31,857 Results Year ended 31 December 2012 (18,777) 21,448 2,671 Year ended 31 December 2011 (19,562) - (19,562)
The investment criterion of the Group is to invest in sales opportunities in prime locations. Sub-division of sales by type, function or by town or city of location is therefore of little significance in reviewing operations.
Based on the above considerations, there is considered to be one reportable segment, the provider of security solutions to retail stores in PRC. Internal and external reporting is on a consolidated basis, with transactions between Group companies eliminated on consolidation. Therefore the financial information of the single segment is the same as that set out in the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Changes in Equity, the Consolidated Statement of Financial Position and Consolidated Statement of Cash Flows.
All Group non-current assets are located in the PRC. No Group non-current assets are located in the entity's country of domicile.
3 Taxation Group Company ------------------- ------------------------------ 2012 2011 2012 2011 RMB'000 RMB'000 RMB'000 RMB'000 Current tax 300 - - - Deferred tax - - - - -------- --------- -------- -------------------- Tax charge/(credit) on ordinary activities 300 - - - ======== ========= ======== ==================== Reconciliation of the tax expense The tax assessed for the year is different from the standard rate of corporation tax in the PRC (15%). The differences are explained below: Group Company ------------------- ------------------------------ 2012 2011 2012 2011 RMB'000 RMB'000 RMB'000 RMB'000 Loss on ordinary activities before taxation 1,758 (24,421) (1,785) (3,243) ======== ========= ======== ==================== Loss on ordinary activities multiplied by standard rate of corporation tax in the PRC of 25% (2011: 15%) 440 (3,197) - - Effects of: Non-deductible expenses 97 202 - - Tax exempt 472 - - - Differences in foreign tax rates 139 - - - Utilized of tax losses (34) - - - Tax loss not recognised (814) 2,995 - - Tax charge/(credit) on ordinary activities 300 - - - ======== ========= ======== ====================
The company is regarded as resident for the tax purposes in BVI. There are no applicable taxes in the BVI for the company.
The Group is regarded as residents for the tax purposes in PRC and subject to national income tax rate at 25%.
A deferred tax asset of approximately RMB 3,200,000 (2011: RMB 3,900,000) has not been recognized in respect of timing differences relating to losses not utilized and carried forward at the year end as there is insufficient evidence that the amount will be recovered in future years.
4 Loss per share
The calculation of basic and diluted loss per share at 31 December 2012 was based on the loss attributable to ordinary shareholders of RMB 1,113,669 (2011: RMB 4,466,022). The weighted average number of ordinary shares outstanding during the year ended 31 December 2011 and the effect of the potentially dilutive ordinary shares to be issued are shown below.
Group ----------------------------- 2012 2011 Number Number Issued ordinary shares at beginning of the year 250,000,000 250,000,000 Effect of shares issued - - --------------- ------------ Basic weighted average number of shares in issue during the year 250,000,000 250,000,000 =============== ============ Diluted weighted average number of shares in issue during the year 250,000,000 250,000,000 =============== ============ Group ----------------------------- 2012 2011 RMB RMB Net loss for the year attributable to equity holders (1,113,669) (4,466,022) =============== ============ Basic loss per share (in cents) (0.45) (1.79) =============== ============ Diluted loss per share (in cents) (0.45) (1.79) =============== ============
At 31 December 2012, 2.5m share options (2011: 2.5m) were excluded from the diluted weighted average number of ordinary shares calculation as their effect would have been anti-dilutive.
The average market value of the Company's shares for purposes of calculating the dilutive effect of the share options was based on quoted market prices for the period during which the options were outstanding.
5 Intangible assets Development Customer Group Patent rights cost relationship Total RMB'000 RMB'000 RMB'000 RMB'000 Cost As at 1 January 2011 39,204 832 - 40,036 Additions - 2,222 3,413 5,635 --------------- ------------- --------------- -------- As at 31 December 2011 39,204 3,054 3,413 45,671 Additions - 765 - 765 --------------- ------------- --------------- -------- As at 31 December 2012 39,204 3,819 3,413 46,436 --------------- ------------- --------------- -------- Less: Accumulated amortization As at 1 January 2011 3,798 - - 3,798 Amortization for the year 2,685 - 325 3,010 --------------- ------------- --------------- -------- As at 31 December 2011 6,483 - 325 6,808 Amortization for the year 2,685 - 683 3,368 --------------- ------------- --------------- -------- As at 31 December 2012 9,168 - 1,008 10,176 --------------- ------------- --------------- -------- Carrying amounts At 31 December 2012 30,036 3,819 2,405 36,260 =============== ============= =============== ======== At 31 December 2011 32,721 3,054 3,088 38,863 =============== ============= =============== ========
Intangible assets include patent rights, development costs and customer relationship.
The Group undertakes development projects to improve and upgrade its software solution that includes the peripheral devices used for the security and the related software.
The goodwill arising on the acquisition of local business operators is attributable to the anticipated profitability of the foreseeable future contracts to be obtained by the customer relationships in the security solutions sectors, the expertise of the technical staffs and the anticipated future operating synergies from the combination.
6 Property, plant and equipment Security Security equipment equipment Office equipment not installed Assets under installed Security and motor Group at customer construction at customer centre vehicles Total RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 At cost As at 1 January 2011 3,826 40 11,096 926 3,555 19,443 Additions 6,465 75 - 929 2,343 9,812 Disposal - - - - (26) (26) Transfer (6,624) (45) 6,137 45 - (487) As at 31 December 2011 3,667 70 17,233 1,900 5,872 28,742 --------------- -------------- ------------- --------- ----------------- -------- Accumulated depreciation As at 31 December 2010 - - 1,828 72 507 2,407 Charge for the year - - 2,936 164 1,003 4,103 Eliminated - - - - (12) (12) Transfer - - (487) - - (487) --------------- -------------- ------------- --------- ----------------- -------- As at 31 December 2011 - - 4,277 236 1,498 6,011 --------------- -------------- ------------- --------- ----------------- -------- Net book value of property, plant and equipment At 31 December 2011 3,667 70 12,956 1.664 4.374 22,731 =============== ============== ============= ========= ================= ======== At 31 December 2010 3,826 40 9,268 854 3,048 17,036 =============== ============== ============= ========= ================= ======== Security Security equipment equipment not installed Assets under installed Security Office equipment Group at customer construction at customer centre and motor vehicles Total RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 At cost As at 1 January 2012 3,667 70 17,233 1,900 5,872 28,742 Additions 4,960 3 - 266 1,513 6,742 Disposal - - - - - - Impairment loss (622) - - - - (622) Transfer (4,873) (70) (746) 70 - (5,619) ------------------- -------------- ------------- --------- -------------------- -------- As at 31 December 2012 3,132 3 16,487 2,236 7,385 29,243 ------------------- -------------- ------------- --------- -------------------- -------- Accumulated depreciation As at 31 December 2011 - - 4,277 236 1,498 6,011 Charge for the year - - 4,423 336 630 5,389 Eliminated - - - - - - Transfer - - (4,853) - - (4,853) ------------------- -------------- ------------- --------- -------------------- -------- As at 31 December 2012 - - 3,847 572 2,128 6,547 ------------------- -------------- ------------- --------- -------------------- -------- Net book value of property,plant and equipment At 31 December 2012 3,132 3 12,640 1,664 5,257 22,696 =================== ============== ============= ========= ==================== ======== At 31 December 2011 3,667 70 12,956 1.664 4.374 22,731 =================== ============== ============= ========= ==================== ======== 7 Shares in subsidiary undertakings Group Company ------------------ ------------------ 2012 2011 2012 2011 RMB'000 RMB'000 RMB'000 RMB'000 Investment costs As at 1 January 8,000 - 4,009 9 Additions - 16,000 - 4,000 Disposal (1,000) - - - Withdrawn* (4,000) (8,000) (4,000) - -------- -------- -------- -------- As at 31 December 3,000 8,000 9 4,009 -------- -------- -------- -------- Impairment From 1 January 500 - - - Impairment loss - 500 - - Elimination (500) - - - -------- -------- -------- -------- As at 31 December - 500 - - -------- -------- -------- -------- Carrying value As at 31 December 3,000 7,500 9 4,009 ======== ======== ======== ========
On 16 February 2011, the Group subscribed the entire share capital of Shenzhen Global Lock Security Technology Co., Limited ("Shenzhen Global Lock") for RMB 10 million at nominal, fully paid and the company remainednon-trading.
On 14 March 2011, the Group subscribed 15.78% of the entire share capital of Shenzhen China Security Investment Holding Co., Limited ("Shenzhen CSI") for RMB 30 million at nominal of which RMB 9 million has been invested. This investment is a joint venture project to construct an office building in Shenzhen.
*Following to the failure in obtaining approval from the local government for the construction site, the Group recovered RMB 8 million of its capital investment. On 27 February 2013, the Group disposed its entire shareholding of Shenzhen CSI to 3(rd) party for the consideration of RMB 9 million of which RMB 8 million will be payable to the Shenzhen CSI as capital investment and the remaining RMB 1 million will be payable to Shenzhen Global Lock. (See notes 26)
*On 31 August 2012, the Group has signed amendment agreement with other shareholders in Henan Xinxiang Jingan Security Electronic Co., Limited ("Henan Xinxiang") to pursuant the cancellation of deferred consideration of RMB 4 million. The group will therefore retain the 30% indirect interest held via Shenzhen Global Lock. The Group does not consolidate the results of Henan Xinxiang as the directors are of the opinion the control is not significant influence on its daily business operation.
Global Lock Safety (Shenzhen) Limited has a contractual agreement with Shenzhen Global Lock where full managerial, operational and financial controls of Shenzhen Global Lock has been granted to Global Lock Safety (Shenzhen) Limited. The contractual agreement directs 25% of Shenzhen Global Lock's revenue and results to the Group. (See notes 26)
Yuxi is consolidated in the financial statements due to deemed control. The Group considers this company as a subsidiary because it has control over the Board of Directors of the company. On 31 March 2013, the Group entered the share purchase agreement with other shareholders, to pursuant the acquisition of the remaining 50% of the entire share capital of the company for the cash consideration of RMB 500,000. (See notes 26)
Details of the subsidiaries, all of which have ordinary shares and a year ended 31 December 2012, are as follows:
Effective Contractual equity interest interest held by held by Country Subsidiary the Group the group of registration Nature of business ------------------------------ ----------------- ------------ ----------------- ------------------- HK Global Lock Safety 100% n/a Hong Kong Investment holding (International) Group Co Limited Held by subsidiaries: Global Lock Safety (Shenzhen) 100% n/a PRC Investment holding Limited Shenzhen Global Lock - 100% PRC Provide security Security System Engineering solutions to Co., Ltd. retail stores. YuxiCity Global Lock - 50% PRC Provide security Security Engineering solutions to Co., Ltd ("Yuxi") retail stores. Shenzhen Global Lock - 100% PRC Dormant Security Technology Co., Limited Henan Xinxiang Jingan - 30% PRC Provide security Security Electronic Co., solutions to Limited retail stores. Hunan Family Fortune - 100% PRC Provide security Security Service Co., solutions to Limited retail stores 8 Deferred tax assets Group ------------------ 2012 2011 RMB'000 RMB'000 At 1 January - - Charged to income statement (Note 8) - - At 31 December - - ======== ========
The Group has the following unutilised tax losses at end of the financial year to offset against future profits in PRC:
Group ------------------ 2012 2011 RMB'000 RMB'000 Unutilised tax losses 1,900 6,900 ======== ========
There are no significant temporary differences. The realisation of deferred tax is dependent on suitable taxable profits made in future periods.
9 Trade and other receivables Group Company ------------------- ------------------ 2012 2011 2012 2011 RMB'000 RMB'000 RMB'000 RMB'000 Trade receivables 5,311 334 - - Loans to directors - 3,255 - - Amount due from group undertakings - - 14,785 18,394 Amount due from connected party 3,251 5,063 9 1 Other receivables 19,246 10,905 - 103 Deposit 2,610 1,286 - - Prepayments 3,820 2,287 148 116 Prepaid insurance 1,958 4,024 - - 36,196 27,154 14,942 18,614 ======== ========= ======== ========
There are no trade or other receivables past due and the carrying amount of trade and other receivables approximates their fair value.
Amount owing by directors represents amount drawn on account and, are non-trade, interest-free and payable on demand.
10 Cash and cash equivalents Group Company ------------------ ------------------ 2012 2011 2012 2011 RMB'000 RMB'000 RMB'000 RMB'000 Cash on hand 1,752 966 - - Bank balances 3,636 2,291 94 14 -------- 5,388 3,257 94 14 ======== ======== ======== ========
Cash and cash equivalents were denominated in the following currencies:
Group Company ------------------ ------------------ 2012 2011 2012 2011 RMB'000 RMB'000 RMB'000 RMB'000 Great Britain Pounds 73 - 73 - United States Dollars 39 371 21 14 Hong Kong Dollars 1 4 - - Renminbi 5,275 2,882 - - -------- 5,388 3,257 94 14 ======== ======== ======== ======== 11 Share capital Share capital Share capital 2012 2012 2011 2011 Number RMB'000 Number RMB'000 Ordinary shares of no face value - brought forward 250,000,000 20,324 250,000,000 20,324 - share issues - - - - 250,000,000 20,324 250,000,000 20,324 ============ ======== ============ ======== Authorized Unlimited Unlimited ============ ======== ============ ========
On 29 December 2009, the company issued 50,000 ordinary shares of US$1 each at par.
On 20 September 2010, the company increased the authorised share capital from 50,000 ordinary shares of US$1 each to 250,000,000 ordinary shares of US$1 each. The company subsequently converted all the existing and issued ordinary shares of US$1 each par value into 500 shares of no par value.
On 2 October 2010, the company further increase the authorised share capital to an unlimited number of no par value shares.
On 2 October 2010, the company issued 212,500.000 ordinary shares of no par value for US$0.000001 per share.
Subsequently, the company issued 12,500,000 ordinary shares of no par value of RMB 20,000,000.
The holders of ordinary shares are entitled to receive dividends from time to time and are entitled to one vote per share at meetings of the company.
12 Non-controlling interests Group As at 31 December 2012 2011 RMB'000 RMB'000 At 1 January 30,511 50,466 Loss for the year 2,572 (19,955) At 31 December 33,083 30,511 ========== ========= 13 Trade and other payables Group Company ----------------------- ------------------ 2012 2011 2012 2011 RMB'000 RMB'000 RMB'000 RMB'000 Trade payables 1,770 1,845 7 1,380 Loan from directors 18,300 4,461 - 160 Amount due to connected party - 234 - - Net wages control 3,876 3,355 - - Other creditors 12,904 16,024 - 64 Accruals 1,185 1,414 503 610 Deferred income 30.317 22,165 - - 68,352 49,498 510 2,214 ============= ======== ======== ======== 14 Financial commitments
Financial commitments in relation to non-cancellable operating leases for office premises contracted for at the date of the statement of financial position but not recognised as liabilities, are payable as follows:
2012 2011 RMB'000 RMB'000 Less than 1 year 5,155 1,609 More than 1 year and not more than 5 years 2,566 1,479 More than 5 years 51 7,772 3,088 ======== ========
Included within 1 year commitment consist of RMB 2.8m cash consideration for the acquisition of business assets (see note 10 of the full accounts for the year ended 31 December 2012)
15 Related party transactions
Key management personnel are considered to be the directors and their emoluments are included in Note 7.
As at balance sheet date, the amount due to Mr Moxiang Li is RMB 18,299,962 (2011: RMB 4,300,590). Further details of the loan were announced on 24 September 2012.
In addition to the related party information disclosed elsewhere in the financial statements, the following were significant related party transactions during the year under review and at terms and rates agreed between the parties:
Hunan Xiang Long Electronics Development Co., Ltd ("Hunan Xiang Long")
Hunan Xiang Long, the key supplier of the Group's equipment, is owned by some of the directors. Details of transactions with Hunan Xiang are presented below:
2012 2011 RMB RMB Purchase of equipment 4,959,476 6,464,815 Balance payable 2,654 12,297 Prepayment for machinery equipment 1,414,087 1,013,000 Amount due from - 233,030
Family Fortune International Investment Holding Co., Ltd
The Group has a non-trade balance receivable from a shareholder of the Company, Family Fortune International Investment Holding Co., Ltd, of RMB 102,650 (2011: RMB 103,311).
Shenzhen Family Fortune Investment Co., Ltd
The Group has non-trade balance receivable to Shenzhen Family Fortune Investment Co., Ltd, a company with some common directors, of RMB 1,323,450 (2011: RMB 1,501,355).
Shenzhen Global Lock Security Mobile Co., Ltd
The Group has non-trade balance receivable to Shenzhen Global Lock Security Mobile Co., Ltd, a company with some common directors, of RMB NIL (2011: RMB 2,272,430).
Shenzhen Lin En Energy Investment Co., Ltd
The Group has non-trade balance receivable to Shenzhen Lin En Energy Investment Co., Ltd, a company with some common directors, of RMB 198,418 (2011: RMB 184,823).
Shenzhen National Security Technology Co Limited
The Group has non-trade balance payable to Shenzhen National Security Technology Co Limited, a company with some common directors, of RMB 151,473 (2011: RMB NIL).
Shenzhen Family Fortune Security System Engineering Co., Ltd
The Group has non-trade balance payable to Shenzhen Family Fortune National Security Engineering Co., Ltd
, a company with some common directors, of RMB 52,237 (2011: RMB NIL).
16 Other matters
This statement was approved by the directors on 28 May 2013. The financial information for the year ended 31 December 2012 set out in this announcement does not constitute financial statements but is based on the financial statements for the year then ended.
The auditors have reported on those financial statements and their report contains an emphasis of matter in relation to the Group's ability to continue as a going concern but did not contain any formal qualification or disclaimer. The auditor's report of the accounts for the year ended 31 December 2011 was unqualified.
This information is provided by RNS
The company news service from the London Stock Exchange
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