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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Sealand Capital Galaxy Limited | LSE:SCGL | London | Ordinary Share | KYG7948E1026 | ORD SHS GBP0.0001 EACH (DI) |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0.075 | 0.07 | 0.08 | 0.075 | 0.075 | 0.075 | 0.00 | 08:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Investment Advice | 247k | -178k | -0.0002 | -3.50 | 501.07k |
From Apr 2019 to Apr 2024
TIDMSCGL
RNS Number : 9035F
Sealand Capital Galaxy Limited
31 October 2018
For immediate release: 31(st) October 2018
Sealand Capital Galaxy Limited
("Sealand", or the "Company")
Unaudited Interim Results for the six months ended 30 June 2018
Sealand Capital Galaxy Limited, the Company engaged in the investment in and acquisition of IT and social media businesses with high growth potential, announces unaudited Interim Results for the six months ended 30 June 2018.
KEY OPERATIONAL HIGHLIGHTS:
- Successfully subscribed for a 55% interest in Guangzhou Ruiyou Information Technologies Co., Ltd ("Rightyoo"), a mobile game distributor.
- Disposed of the Company's 100% interest in SecureCom Media Holdings Limited ("SCM"), a developer of premium services associated with Metalk, a social media app commonly used in APAC region.
- The Group has become a party to a licensed operator agreement of the WeChat Advertisement product in the United Kingdom of Great Britain and Northern Island and the United Arab Emirates.
KEY FINANCIAL METRICS:
- During the six months ended 30 June 2018, profit attributable to ordinary shareholders was GBP3,382,332 (2017: loss of GBP1,172,022 (restated)).
- During the six months ended 30 June 2018, the revenue derived from our social media business amounted to GBP1,399,418 (2017: GBP1,629,688 (restated)).
- Cash balance at 30 June 2018 of GBP758,424.
Nelson Law, Executive Chairman commented:
"This is the last set of results that reflect Sealand's financial and strategic history, going forward the business intends to present a new and refreshed strategy that focuses on the opportunities we have identified in the mobile payments, mobile gaming and mobile advertising sector.
We have already started implementing this strategy, with the Company now a licensed operator of WeChat Advertisement in the United Kingdom of Great Britain and Northern Island and the United Arab Emirates.
We are looking forward to presenting a Sealand of the future in the coming months and importantly creating growth and value for the benefit of our shareholders."
-Ends-
Enquiries
Sealand Capital Galaxy Limited Law Chung Lam Nelson, Executive Chairman + 44 7537959788 Belvedere Communications John West +44 20336872756 Kim van Beeck +44 20336872757
Notes to Editors:
-- Sealand Capital Galaxy Limited (LSE: SCGL) is engaged in the investment and acquisition of IT and social media businesses in the APAC region with high growth potential.
-- The Company's Shares are traded on the Official List of the London Stock Exchange's main market for listed securities under the ticker SCGL.
-- Further information on Sealand is available on its website http://www.scg-ltd.com/
Disclaimer
This announcement contains certain forward-looking statements. These statements are made by the Company's directors in good faith based on the information available to them up to the time of their approval of this announcement but such statements should be treated with caution due to inherent uncertainties, including both economic and business factors, underlying such forward-looking information. This announcement has been prepared solely to provide additional information to shareholders to assess the Group's strategies and the potential for those strategies to succeed. This announcement should not be relied on by any other party or for any other purpose.
MANAGEMENT DISCUSSION AND ANALYSIS
For the remainder of the financial year, the Company will concentrate on further developing its mobile and internet related businesses including WeChat Pay services, WeChat Advertising and marketing services and mobile game distribution to retain its position as an IT focused group.
The Company remains focused on building a cash-flow, breakeven business. Revenue since the beginning of the second half has been similar to that seen in the first few months of the financial year, however we anticipate that revenues for the second half as a whole will see an increase on the first half due to new game launches and increased advertising revenue.
The Company looks forward to providing updates when new developments occur.
The Company intends to appoint a corporate advisor during the fourth quarter of the current financial year to heighten our visibility and efficiency in business operation and to drive revenue.
I would like to thank my colleagues for their continued perseverance and commitment towards reaching the Company's objectives.
Chung Lam Nelson Law
Chairman
31 October 2018
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors confirm that to the best of their knowledge:
(a) the condensed set of financial statements, which has been prepared in accordance with IAS 34 "Interim Financial Reporting", gives a true and fair view of the assets, liabilities, financial position and loss of the Group as a whole as required by DTR 4.2.4R;
(b) the interim management report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months of the year and a description of principal risks and uncertainties for the remaining six months of the year); and
(c) the interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties' transactions and changes therein).
By order of the Board
Chung Lam Nelson Law
Chairman
31 October 2018
SEALAND CAPITAL GALAXY LIMITED
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
FOR THE SIX MONTHSED 30 JUNE 2018
Hot Features
Premium
1 January 1 January 1 January
2018 to 2017 to 2017
30 June 30 June to
2018 2017
(Unaudited) (Unaudited) 31 December
2017
(Audited)
Note GBP GBP GBP
Continuing operations
Revenue 5 82,811 - -
Cost of services (46,291) - -
Gross profit 36,520 - -
Other income 5 47,247 21 204
Selling and marketing expenses (36,993) - -
Administrative and other
operating expenses (599,160) (508,608) 1,112,475
Loss before tax (552,386) (508,587) (1,112,272)
Income tax expense (3,807) - -
-------------- --------------- ---------------
Loss for the period from
continuing operations (556,193) (508,587) (1,112,272)
Profit/(Loss) from discontinued
operation, net of tax 12 3,925,142 (663,435) (6,915,142)
Profit/(Loss) for the period 6 3,368,949 (1,172,022) (8,027,414)
============== =============== ===============
Attributable to:
Equity holders of the Company 3,382,332 (1,172,022) (8,027,414)
Non-controlling interests (13,383) - -
3,368,949 (1,172,022) (8,027,414)
============== =============== ===============
Profit/(Loss) per share
attributable to equity Pence
holders of the Company Pence Pence
Basic and diluted, continuing
operations 8 (0.001) (0.001) (0.002)
============== =============== ===============
Basic and diluted, discontinued
operations 8 0.008 (0.002) (0.018)
============== =============== ===============
The notes to the financial statements form an integral part of these financial statements
SEALAND CAPITAL GALAXY LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHSED 30 JUNE 2018
1 January 1 January 1 January
2018 to 2017 to 2017
30 June 30 June to
2018 2017
(Unaudited) (Unaudited) 31 December
2017
(Audited)
Note GBP GBP GBP
Profit/(Loss) for the period 3,368,949 (1,172,022) (8,027,414)
Other comprehensive income/(loss)
Other comprehensive income/(loss)
to be reclassified to profit
or loss in subsequent periods:
Exchange differences on translation
of foreign operations (89,728) (106,042) 85,628
Exchange differences reclassified
to profit or loss upon disposal -
of foreign subsidiaries 4,048 -
Net other comprehensive income/(loss)
to be reclassified to profit
or loss in subsequent periods
and other comprehensive income/(loss)
for the period, net of tax (85,680) (106,042) 85,628
Total comprehensive income
for the period 3,283,269 (1,278,064) (7,941,786)
============== =============== ==============
Attributable to:
Equity holders of the Company 3,296,197 (1,278,064) (7,941,786)
Non-controlling interests (12,928) - -
3,283,269 (1,278,064) (7,941,786)
============== =============== ==============
Total comprehensive income
attributable to equity holders
of the Company from:
Continuing operations (554,922) (506,570) (1,100,667)
Discontinued operations 3,851,119 (771,494) (6,841,119)
3,296,197 (1,278,064) (7,941,786)
============== =============== ==============
The notes to the financial statements form an integral part of these financial statements
SEALAND CAPITAL GALAXY LIMITED
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AT 30 JUNE 2018
30 June 2018 31 December 2017
(Unaudited) (Audited)
Non-current assets Note GBP GBP
Plant and equipment 9 19,092 14,209
Goodwill and intangible assets 10 104,880 -
-------------- ------------------
123,972 14,209
-------------- ------------------
Current assets
Amounts due from directors 1,515 1,808
Trade receivables 21,866 -
Prepayment and other receivables 385,976 2,060,691
Cash and cash equivalents 758,424 1,772,507
-------------- ------------------
1,167,781 3,835,006
-------------- ------------------
Current liabilities
Deferred Revenue - 4,775,684
Trade payables 14,732 -
Other payables and accrued expense 80,608 1,274,282
-------------- ------------------
95,340 6,049,966
-------------- ------------------
Net current (liabilities)/assets 1,072,441 (2,214,960)
============== ==================
Net (liabilities)/assets 1,196,413 (2,200,751)
============== ==================
Equity attributable to equity holders of the Company
Share capital 50,405 50,405
Share premium 5,988,022 5,988,022
Exchange reserve (507) 85,628
Accumulated losses (4,942,474) (8,324,806)
-------------- ------------------
1,095,446 (2,200,751)
Non-controlling interests 100,967 -
-------------- ------------------
Total equity 1,196,413 (2,200,751)
============== ==================
The notes to the financial statements form an integral part of these financial statements
SEALAND CAPITAL GALAXY LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHSED 30 JUNE 2018
Attributable to equity holder of the Company
-----------------------------------------------------------------
Share Share Accumulated Exchange Total Non-controlling Total Equity
capital premium Losses Reserve interests
GBP GBP GBP GBP GBP GBP GBP
SIX MONTHSED 30 JUNE
2017
At 1 January
2017 (Audited) 3,000 735,350 (297,392) - 440,958 - 440,958
Comprehensive
(loss)/ income
Loss for the
period
(restated) - - (1,172,022) - (1,172,022) - (1,172,022)
Exchange
differences
arising on
translation
(restated) - - - (106,042) (106,042) - (106,042)
--------- ----------- ------------- ----------- ------------- ----------------- ---------------
Total
comprehensive
(loss)/ income
for the period
(restated) - - (1,172,022) (106,042) (1,575,456) - (1,575,456)
Placing of
shares 1,700 3,398,300 - - 3,400,000 - 3,400,000
Bonus issue 42,300 (42,300) - - - - -
--------- ----------- ------------- ----------- ------------- ----------------- ---------------
At 30 June 2017
(restated)
(Unaudited) 47,000 4,091,350 (1,469,414) (106,042) 2,562,894 - 2,562,894
========= =========== ============= =========== ============= ================= ===============
SIX MONTHSED 30 JUNE
2018
At 1 January
2018 (Audited) 50,405 5,988,022 (8,324,806) 85,628 (2,200,751) - -
Comprehensive
(loss)/ income
Profit for the
period - - 3,382,332 - 3,382,332 (13,383) 3,368,949
Exchange
differences
arising on
translation - - - (90,183) (90,183) 455 (89,728)
Exchange
differences
reclassified to
profit or loss
upon disposal
of foreign
subsidiaries - - - 4,048 4,048 - 4,048
--------- ----------- ------------- ----------- ------------- ----------------- ---------------
Total
comprehensive
(loss)/ income
for the period - - 3,382,332 (86,135) 3,296,197 (12,928) 3,283,269
Non-controlling
interests
arising from
business
combination - - - - - 113,895 113,895
At 30 June 2018
(Unaudited) 50,405 5,988,022 (4,942,474) (507) 1,095,446 100,967 1,196,413
========= =========== ============= =========== ============= ================= ===============
The notes to the financial statements form an integral part of these financial statements
SEALAND CAPITAL GALAXY LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)
FOR THE SIX MONTHSED 30 JUNE 2018
Attributable to equity holder of the Company
------------------------------------------------------------------
Share Share Accumulated Exchange Total Non-controlling Total Equity
capital premium Losses Reserve interests
GBP GBP GBP GBP GBP GBP GBP
TWELVE MONTHSED 31 DECEMBER 2017
At 1 January
2017 (Audited) 3,000 735,350 (297,392) - 440,958 - 440,958
Comprehensive
(loss)/ income
Loss for the
year - - (8,027,414) - (8,027,414) - (8,027,414)
Exchange
differences
arising on
translation - - - 85,628 85,628 - 85,628
--------- ----------- --------------- ---------- ------------- ----------------- ---------------
Total
comprehensive
(loss)/ income
for the year - - (8,027,414) 85,628 (7,941,786) - (7,941,786)
Placing of
shares 5,105 5,615,395 - - 5,620,500 - 5,620,500
Bonus issue 42,300 (42,300) - - - - -
Costs of issue - (320,423) - - (320,423) - (320,423)
--------- ----------- --------------- ---------- ------------- ----------------- ---------------
At 31 December
2017 (Audited) 50,405 5,988,022 (8,324,806) 85,628 2,562,894 - (2,200,751)
========= =========== =============== ========== ============= ================= ===============
The notes to the financial statements form an integral part of these financial statements
SEALAND CAPITAL GALAXY LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHSED 30 JUNE 2018
1 January 1 January 1 January
2018 2017 2017
to to to
30 June 30 June 31 December
2018 2017 2017
(Unaudited) (Unaudited) (Audited)
GBP GBP GBP
OPERATING ACTIVITIES Note
Profit/(loss) before tax 15 3,368,949 (1,172,022) (8,027,414)
Adjustments for:
Depreciation 5,149 173 4,969
Amortisation - 240,793 587,553
Gain on disposal of a subsidiary 3,809,051 - -
Provision for impairment loss
on goodwill 5,997,734
Provision for impairment loss
on intangible assets 1,586,394
Bank interest income (200) (43) (243)
-------------- -------------- --------------
Operating cash flows before
movements in working capital (435,153) (931,099) 148,993
(Decrease)/increase in prepayment
and other receivables 59,460 9,992,573 10,514,918
Decrease in amount due to a -
director 293 -
Increase in trade receivables (14,293) - -
(Decrease)/increase in deferred
revenue (1,318,415) 5,581,331 (15,572,143)
Increase/(decrease) in other
payables and accrued expenses 844,283 (16,346,052) 2,713,701
Decrease in trade payables (104,016) - -
-------------- -------------- --------------
Net cash used in operating activities (967,841) (1,703,247) (2,194,531)
-------------- -------------- --------------
INVESTING ACTIVITY
Purchase of property, plant
and equipment (6,029) (2,837) (18,360)
Net cash inflow on acquisition
of subsidiaries 10,475 325,884 325,884
Net cash outflow on disposal
of a subsidiary (37,433) - (55,090)
Interest income received 200 43 243
-------------- -------------- --------------
Net cash (used in)/generated
from investing activities (32,787) 323,090 252,677
-------------- -------------- --------------
FINANCING ACTIVITY
Proceeds from issue of shares,
net of expenses - 1,400,000 3,300,077
-------------- -------------- --------------
Net cash generated from financing
activities - 1,400,000 3,300,077
-------------- -------------- --------------
Net (decrease)/increase in cash
and cash equivalents (1,000,628) 19,843 1,358,223
Exchange realignment (13,455) (17,739) (43,313)
Cash and cash equivalents at
the beginning of the period/year 1,772,507 457,597 457,597
-------------- -------------- --------------
Cash and cash equivalents at
the end of the period/year 758,424 459,701 1,772,507
============== ============== ==============
The notes to the financial statements form an integral part of these financial statements
SEALAND CAPITAL GALAXY LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHSED 30 JUNE 2018
1. GENERAL INFORMATION
Sealand Capital Galaxy Limited (the "Company") was incorporated in the Cayman Islands on 22 May 2015 as an exempted Company with limited liability under the Companies Law. The registered office of the Company is Willow House, PO Box 709, Cricket Square, Grand Cayman, KY1-1107, Cayman Islands.
The consolidated interim financial statements for the six months ended 30 June 2018 have not been reviewed or audited by the Company's auditors.
2. BASIS OF PREPARATION
The unaudited consolidated interim financial statements for the six months ended 30 June 2018 have been prepared in accordance with International Accounting Standard ("IAS") No. 34 "Interim Financial Reporting". This consolidated interim financial statement does not include all the notes of the type normally included in an annual report. This consolidated interim financial statement is to be read in conjunction with the Company's annual report for the year ended 31 December 2017, and any public announcements made by the Company during the interim reporting period. The annual financial report for the year ended 31 December 2017 was prepared in accordance with International Financial Reporting Standards ("IFRSs") as adopted for use by the European Union and the accounting policies applied in this consolidated interim financial statement are consistent with the polices applied in the annual financial report for the year ended 31 December 2017 unless otherwise noted. The annual financial statements for the year ended 31 December 2017 were approved by the Board of Directors on 29 October 2018. The report of the auditors on those financial statements was qualified in respect of issues arising from the now disposed of trade of SecureCom. Due to
the disposal of SecureCom, the social media business under the name of Metalk was treated as a discontinued operation and the result from this discontinued operation was separately shown in the statement of profit and loss. Detailed financial result and position of the discontinued operation was disclosed in Note 12.
3. ESTIMATES AND JUDGEMENTS
The preparation of an interim financial report in conformity with IAS 34 requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses on a year to date basis. Actual results may differ from these estimates.
The estimates and underlying assumption are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods
Key sources of estimation uncertainty
Valuation of identifiable assets and liabilities acquired through business combinations
The Group applies the acquisition method to account for business combinations, which requires the Group to recognise assets acquired and liabilities assumed at their fair values on the date of acquisition. Significant judgement is used to estimate the fair values of the assets and liabilities acquired, including estimating future cash flows from the acquired business, determining appropriate discount rates and other assumptions. The acquisition of Rightyoo during the six months ended 30 June 2018 is accounted for as business combination and details of the fair value of the assets acquired and liabilities recognised at the date of acquisition are set out in Note 11.
SEALAND CAPITAL GALAXY LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHSED 30 JUNE 2018
4. SEGMENT INFORMATION
The Chief Operating Decision Maker ("CODM") has been identified as the executive directors of the Company who reviews the Group's internal reporting in order to assess performance and allocate resources. The CODM has determined the operating segments based on these reports.
For management purposes, the Group is organised into business units based on their products and services, and has reportable operating segments for the six months ended 30 June 2018 as follows:
(a) The social media segment includes sales of secured social communication and advertising product through
Metalk;
(b) The mobile payment segment includes services on enlisting merchants to mobile payment gateways; and
(c) The mobile game segment includes sales and distribution of mobile game.
For the six months ended 30 June 2018 (unaudited)
Continuing Discontinued
Operations operations
------------------------------------------- -----------------------
Mobile payment Mobile Unallocated Subtotal Social media Total
Game
GBP GBP GBP GBP GBP GBP
Revenue 1,382 81,429 - 82,811 1,316,607 1,399,418
================ ========== ============= =========== ======================= ===========
Segment gain/(loss) (85,763) (29,503) (440,927) (556,193) 3,925,142 3,368,949
================ ========== ============= =========== ======================= ===========
Current assets 129,673 144,915 893,193 1,167,781 - 1,167,781
================ ========== ============= =========== ======================= ===========
Non-current assets 2,770 108,410 12,792 123,972 - 123,972
================ ========== ============= =========== ======================= ===========
Liabilities 251 27,609 67,480 95,340 - 95,340
================ ========== ============= =========== ======================= ===========
For the six months ended 30 June 2017 (restated) (unaudited)
Continuing Discontinued operations
operations
------------------------------------------- -------------------------
Mobile payment Mobile Unallocated Subtotal Social media Total
Game
GBP GBP GBP GBP GBP GBP
Revenue - - - - 1,629,688 1,629,688
================= ========= ============= =========== ========================= =============
Segment loss - - (508,586) (508,586) (663,435) (1,172,022)
================= ========= ============= =========== ========================= =============
SEALAND CAPITAL GALAXY LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHSED 30 JUNE 2018
4. SEGMENT INFORMATION (CONTINUED)
For the Twelve months ended 31 December 2017 (Audited)
Continuing Discontinued
operations operations
------------------------------------------ ---------------------
Mobile payment Mobile Unallocated Subtotal Social media Total
Game
GBP GBP GBP GBP GBP GBP
Revenue - - - - 4,491,997 4,491,997
================ ========= ============= ============= ===================== =============
Segment loss (49,510) (8,051) (1,054,711) (1,112,272) (6,915,142) (8,027,414)
================ ========= ============= ============= ===================== =============
Current assets - 200,482 1,610,552 1,755,944 2,079,062 3,835,006
================ ========= ============= ============= ===================== =============
Non-current assets - - 13,837 13,837 372 14,209
================ ========= ============= ============= ===================== =============
Liabilities 14,225 7,193 107,995 129,413 5,920,553 6,049,966
================ ========= ============= ============= ===================== =============
Information about major customers
For the six months ended 30 June 2018, there are no single external customers who contributed more than 1% revenue of the Group.
5. REVENUE AND OTHER INCOME
1 January 1 January 1 January
2018 2017 2017
to to to
30 June 2018 30 June 31 December
2017 2017
(Unaudited) (Unaudited) (Audited)
GBP GBP GBP
REVENUE
Revenue from provision of
advertising services * 4,491,997 1,629,688 4,491,997
Revenue from distribution 81,429 -
of mobile gaming
Commission income 1,382 -
1,399,418 1,629,688
=============== ============== ==============
OTHER INCOME
Handling fee income * - 29,609 119,368
Bank interest income 200 43 243
Government subsidy 45,659 - -
Others 1,391 - -
--------------- -------------- --------------
47,250 29,652 119,611
=============== ============== ==============
SEALAND CAPITAL GALAXY LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHSED 30 JUNE 2018
6. LOSS BEFORE TAX
Loss before tax has been arrived at after charging:
1 January 1 January 1 January
2018 2017 2017
to to to
30 June 2018 30 June 31 December
2017 2017
(Unaudited) (Unaudited) (Audited)
GBP GBP GBP
Amortisation - 240,793 2,173,947
Depreciation 5,149 173 4,969
Exchange gains, net 14,938 581,854 786,010
Gain on disposal of a subsidiary 3,809,051 - -
Provision for impairment
losses on goodwill - - 5,997,734
Provision for impairment
losses on intangible
assets - - 1,586,394
Staff cost (include Director
Remuneration) 230,954 214,758 439,846
=============== ============== ==============
7. EMPLOYEES
The average number of employees during the year was made up as follows:
1 January 1 January 1 January 2017
2018 2017
to to to
30 June 30 June 31 December
2018 2017 2017
(Unaudited) (Unaudited) (Audited)
Directors 4 4 4
============== ============== ================
Staff 4 6 5
============== ============== ================
Director Remuneration was as follows:
1 January 1 January 1 January
2018 2017 2017
to to to
30 June 2018 30 June 31 December
2017 2017
(Unaudited)GBP (Unaudited) (Audited)
Directors Remuneration 162,000 110,000 439,846
================= ============== ==============
SEALAND CAPITAL GALAXY LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHSED 30 JUNE 2018
8. PROFIT PER SHARE
Basic and diluted profit per share
Basic profit per share is calculated by dividing the profit attributable to equity holders of the Company of GBP3,382,332 (six months ended 30 June 2017: loss attributable to equity holders of the Company of GBP1,172,022 and twelve months ended 31 December 2017: loss attributable to equity holders of the Company of GBP8,027,414) by the weighted average number of 504,050,000 ordinary shares (six months ended 30 June 2017: 415,524,862 and twelve months ended 31 December 2017: 454,154,384) in issue during the six months ended 30 June 2018.
Diluted profit per share was the same as basic profit per share as there were no potential dilutive ordinary shares outstanding for the six months ended 30 June 2018 and 2017 and the twelve months ended 31 December 2017.
9. PLANT AND EQUIPMENT
1 January 2018 1 January 2017
to to
30 June 2018 30 June 2017
(Unaudited) (Unaudited)
GBP GBP
At 1 January 14,209 -
Additions 6,029 2,837
Acquisition of subsidiaries 4,171 640
Depreciation for the period (5,149) (173)
Disposal of subsidiaries (253) -
Exchange realignment 85 (97)
At 30 June 19,092 3,207
================ ================
1 January 2017
to
31 December 2017
(Audited)
GBP
At 1 January -
Additions 18,360
Acquisition of subsidiaries 640
Depreciation for the period (4,969)
Disposal of subsidiaries -
Exchange realignment 178
At 31 December 14,209
===================
SEALAND CAPITAL GALAXY LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHSED 30 JUNE 2018
10. GOODWILL AND INTANGIBLE ASSETS
1 January 2018 1 January 2017
to to
30 June 2018 30 June 2017
(Unaudited) (Unaudited)
GBP GBP
At 1 January (Audited) - -
Acquisition of subsidiaries 104,438 8,472,100
Amortisation for the period - (240,793)
Exchange realignment 442 (356,774)
At 30 June (Unaudited) 104,880 7,874,533
================ ================
1 January 2017
to
31 December 2017
(Audited)
GBP
At 1 January (Audited) -
Acquisition of subsidiaries 8,472,100
Amortisation for the year (587,553)
Provision for impairments for the year (7,584,128)
Exchange realignment (300,419)
At 30 June (Unaudited) -
===================
For six months ended 30 June 2017, Goodwill and intangible assets was arising from the acquisition of the 100% equity interest in SecureCom Media Holdings Limited. Full provision for impairment losses was made as at 31 December 2017.
For six months ended 31 December 2018, Goodwill and intangible assets was arising from the Subscription of the 55% equity interest in Guangzhou Ruiyou Information Technologies Co., Ltd ("Rightyoo").
SEALAND CAPITAL GALAXY LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHSED 30 JUNE 2018
11. BUSINESS COMBINATIONS
Business combination for the six months ended 30 June 2018
In October 2017, the Company entered into a Subscription Agreement with Rightyoo and its shareholders, in which the Company agreed to subscribe for a 55% interest in Rightyoo for the aggregate sum of RMB1,222,000 (approximately GBP 139,201) (the "Subscription"), which was satisfied by a cash payment. Rightyoo is PRC-incorporated mobile games developer and distributor which has been active since 2015. It primarily develops apps for the personalisation of user mobile devices, as well as being a distributor and publisher for third party developers. This acquisition has been accounted for using the acquisition method. The acquisition was completed on 9 January 2018.
Acquisition-related costs were insignificant and have been excluded for the consideration transferred and have been recognised as an expense for the six months ended 30 June 2018, within the "administrative expenses" in the consolidated statement of profit or loss.
The fair value of the identifiable assets acquired and liabilities recognised at the date of acquisition as follows:
(Unaudited)
GBP
Plant and equipment 4,171
Trade receivables 7,573
Prepayment and other receivables 111,300
Cash and cash equivalents 10,475
Trade payables (118,748)
Other payables and accrued expense (5,314)
Goodwill and intangible assets 104,438
113,895
Add: Fair value of the subscribed
shares 139,201
253,096
=============
The fair value of the identifiable assets acquired and liabilities recognized at the date of acquisition in this interim report was assessed by the management with their reasonable estimation. The Group is going to engage professional party to perform a detailed purchase price allocation (the 'PPA') exercise. As a result, the final assessment in the PPA regarding the fair value of the identifiable assets acquired and liabilities may defer from the estimation of the management.
Goodwill arose in the above business combination as the cost of combination included a control premium. In addition, the consideration paid for the combination effectively included amounts in relation to the benefit of expected synergies, revenue growth, future market development and the assembled workforce. These benefits are not recognised separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets. None of the goodwill arising on the above acquisition is expected to be deductible for tax purposes.
Included in the Group's revenue and loss for the six months ended 30 June 2018, revenue of approximately GBP81,429 and loss of approximately GBP29,503 were attributable to Rightyoo.
As the acquisition date of 9 January 2018 was closed to the beginning of the interim period, had the acquisition of Rightyoo been taken place on 1 January 2018, the management believed that the consolidated revenue and profit for the six months ended 30 June 2017 of the Group would have not been any material difference from above.
SEALAND CAPITAL GALAXY LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2018
12. DISCONTINUED OPERATIONS
The Group's social media business was operated by its wholly owned subsidiary, SecureCom Media Holding Limited ("SecureCom"). Due to the deterioration in SecureCom's performance, the Group had entered a MoU on 19 April 2018 and a legally binding agreement on 12 June 2018 with a buyer to dispose of the entire interest in SecureCom. On 22 June 2018, the disposal was completed and the social media business is treated as a discontinued operating.
An analysis of the discontinued operation is as follows:
a) Net loss on disposal of discontinued operations
2018 2017
(Unaudited) (Unaudited)
GBP GBP
Operating profit/(loss) from discontinued
operations 116,091 (663,435)
Gain on disposal of a subsidiary 3,809,051 -
3,925,142 (663,435)
============== ==============
b) Operating profit/(loss) from discontinued operations
2018 2017
(Unaudited) (Unaudited)
GBP GBP
Revenue 1,316,607 1,629,688
Other income 3 29,631
Selling and marketing expenses (765,178) (1,820,676)
Administrative and other operating
expenses (435,341) (502,078)
Profit/(loss) before income tax 116,091 (663,435)
Income tax charge - -
Profit/(loss) for the period 116,091 (663,435)
============== ==============
c) Profit on disposal of interest
(Unaudited)
GBP
Proceeds from disposal 10,000
Add: Net liabilities disposed 3,803,099
Eliminate translation reserve (4,048)
Profit on disposal of interest 3,809,051
=============
SEALAND CAPITAL GALAXY LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2018
12. DISCONTINUED OPERATIONS (CONTINUED)
d) Net liabilities disposed (Unaudited)
GBP
Plant and equipment 253
Prepayment and other receivables 1,760,006
Cash and cash equivalents 47,433
Deferred Revenue (3,507,104)
Other payables and accrued expense (2,103,687)
Net liabilities disposed (3,803,099)
=============
13. RELATED PARTY TRANSACTIONS
(a) Details of the compensation of key management personnel was disclosed in Note 7 to the financial statements.
(b) Apart from the balances with related parties at the end of the reporting period disclosed elsewhere in the financial statements, the Company had not entered into any other significant related party transactions for the year.
14. EVENTS AFTER THE REPORTING PERIOD
[N/A]
15. CASH FLOWS ATTRIBUTABLE TO THE DISCONTINUED OPERATION
1 January 1 January 1 January
2018 2017 2017
to to to
30 June 2018 30 June 31 December
2017 2017
(Unaudited) (Unaudited) (Audited)
GBP GBP GBP
NET CASH FLOWS FROM OPERATING
ACTIVITIES
Continued Operations (890,660) (200,623) (761,038)
Discontinued operations (77,474) (1,502,624) (1,433,493)
--------------- -------------- --------------
(968,134) (1,703,247) (2,194,531)
=============== ============== ==============
NET CASH FLOWS FROM INVESTMENT
ACTIVITIES
Continued Operations 4,643 (2,816) (73,242)
Discontinued operations (37,430) 325,906 325,919
--------------- -------------- --------------
(32,787) 323,090 252,677
=============== ============== ==============
NET CASH FLOWS FROM FINANCING
ACTIVITIES
Continued Operations - - -
Discontinued operations - 1,400,000 3,300,077
--------------- -------------- --------------
- 1,400,000 3,300,077
=============== ============== ==============
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
END
IR MBBJTMBIJBAP
(END) Dow Jones Newswires
October 31, 2018 09:49 ET (13:49 GMT)
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