股份代號 二零一二年年報 二零一二年年報 2012 Annual Report

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2012 Annual Report Contents Corporate Information 2 Chairman s Statement 3 Corporate Governance Report 7 Directors Profile 15 Directors Report 16 Independent Auditor s Report 26 Financial Statements 28

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2012 Annual Report Contents Corporate Information 2 Chairman s Statement 3 Corporate Governance Report 7 Directors Profile 15 Directors Report 16 Independent Auditor s Report 26 Financial Statements 28 Five-year Financial Summary 77 Schedule of Investment Properties 78 Corporate Information BOARD OF DIRECTORS Executive Directors Mr. Lo Lin Shing, Simon (Chairman) Mr. Ho Hau Chong, Norman Independent Non-executive Directors Mr. Tsui Hing Chuen, William JP Mr. Lau Wai Piu Mr. Lee Kee Wai, Frank COMPANY SECRETARY Mr. Tang Chi Kei INDEPENDENT AUDITOR PricewaterhouseCoopers LEGAL ADVISER Iu, Lai & Li PRINCIPAL BANKERS Standard Chartered Bank Public Bank (Hong Kong) Limited REGISTERED OFFICE P.O. Box 309, Ugland House South Church Street George Town, Grand Cayman Cayman Islands British West Indies PRINCIPAL PLACE OF BUSINESS IN HONG KONG Unit 309, 3/F Fook Hong Industrial Building 19 Sheung Yuet Road, Kowloon Bay Hong Kong PRINCIPAL SHARE REGISTRAR Butterfield Fulcrum Group (Cayman) Limited Butterfield House 68 Fort Street, P.O. Box 609 Grand Cayman KY Cayman Islands HONG KONG BRANCH SHARE REGISTRAR Tricor Abacus Limited 26th Floor, Tesbury Centre 28 Queen s Road East Wanchai, Hong Kong AUDIT COMMITTEE Mr. Lau Wai Piu (Chairman) Mr. Tsui Hing Chuen, William JP Mr. Lee Kee Wai, Frank REMUNERATION COMMITTEE STOCK CODE 862 WEBSITE Mr. Lau Wai Piu (Chairman) Mr. Tsui Hing Chuen, William JP Mr. Lee Kee Wai, Frank 02 Vision Values Holdings Limited Annual Report 2012 Chairman s Statement Dear Shareholders, On behalf of the board of directors (the Board ), I hereby present to the shareholders the annual results of Vision Values Holdings Limited (the Company ) and its subsidiaries (collectively the Group ) for the year ended 30 June 2012 (the Financial Year ). FINANCIAL RESULTS SUMMARY Revenue remained stable for the Financial Year at HK$35.6 million (2011: HK$26.7 million). Loss attributable to owners of the Company was HK$2.0 million (2011: HK$19.5 million). Loss per share attributable to owners of the Company from continuing operations and discontinued operation was HK cents 0.14 (2011: Loss per share: HK cents 1.38). MANAGEMENT DISCUSSION AND ANALYSIS Business Review (A) Continuing Operations 1. Network Solutions and Project Services ( NSPS ) NSPS recorded satisfactory sales performance for the Financial Year with a 33% growth when compared to last financial year. Around two-thirds of the revenue was generated from the sales of both telecom and enterprise networking solutions. The rest was generated from project service and system engineering service. During the Financial Year, the key project for project service division was teamed up with Cassidian (a major provider of global security solutions) for the installation of the mobile trunk radio system for Hong Kong Fire Service Department and a public utilities company. For the business of telecom and enterprise networking solution, the revenue was mainly generated from the sales of mobile TV transmitter as well as the time and frequency synchronization solutions for a mobile TV operator and other network operators (both fixed and mobile) in Hong Kong. 2. Property Investment During the Financial Year, the Group leased out its office unit in Beijing to an independent third party. The villa in Beijing remained vacant. (B) Discontinued Operation During the Financial Year, the Group disposed of its aircraft leasing business on 11 January 2012 at a consideration of approximately US$8.8 million (equivalent to HK$68.8 million). Vision Values Holdings Limited Annual Report Chairman s Statement Financial Review 1. Results Analysis For the Financial Year, the Group s revenue from continuing operations increased by 33.0% to HK$35.6 million (2011: HK$26.7 million). Around 98.7% of the Group s total revenue was generated from the business segment of NSPS (2011: 98.8%). Changes in inventories of finished goods and work in progress increased by around 44.7% to HK$13.8 million (2011: HK$9.6 million) whereas subcontracting fees for project service increased by around 35.5% to HK$11.3 million (2011: HK$8.3 million). The increase in total revenue during the Financial Year accounted for the increases in these cost items. Loss for the year was HK$2.0 million (2011: HK$19.5 million). The sharp drop from last year was due to a one-off impairment loss of around HK$13 million on an aircraft recognized from the discontinued aircraft leasing business in Liquidity and Financial Resources As at 30 June 2012, the capital and reserves attributable to the shareholders of the Company was HK$152.7 million (2011: HK$153.1 million). As at 30 June 2012, the Group had no bank or other borrowings (2011: Nil). The Group has sufficient liquidity and financial resources to meet its daily operational needs. 3. Gearing The Group had no gearing as at 30 June Foreign Exchange The key operations of the Group are located in Hong Kong and Mainland China. The Group s assets and liabilities are mainly denominated in Hong Kong dollars, United States dollars and Renminbi. The Group does not establish a foreign currency hedging policy. However, management of the Group continues to monitor foreign exchange exposure and will consider hedging significant currency exposures should the need arises. 5. Contingent Liabilities As at 30 June 2012, the Group did not have material contingent liabilities (2011: Nil). Business Outlook Development By the end of the Financial Year, NSPS has projects on hand of approximately HK$22 million. Among them, there is approximately HK$10 million coming from the network solution projects and the remaining is coming from the project services. The trunk radio system installation for Cassidian is nearly completed thus there will be no more significant contribution to the revenue in the coming financial year. Fortunately, the project service division is right now working on two other projects. One is an indoor cellular system installation at Prince Wales Hospital and the other one is the mobile radio system installation at the new cargo terminal of the Hong Kong International Airport. Apart from them, the Group is actively looking for new project service opportunities with other customers including mobile operators and network equipment vendors (to become one of their sub-contractors) for system installation as well as providing trouble shooting service. Since the business competition of project services is high, we expect the gross profit for project service will continue to be under pressure especially for those projects with large contract sum. 04 Vision Values Holdings Limited Annual Report 2012 Chairman s Statement For the Financial Year, the business of enterprise solutions was picking up slowly. In order to promote the business of enterprise solutions, the Group spent a great deal of efforts to promote customer awareness such as site demonstrations and technical seminars for target customers. In the Financial Year, the Group tried to differentiate from other competitors for the sales of WiFi system in the market by positioning as an expertise of WiFi solutions and Wireless Intrusion Protection ( WIPS ) supplier. Recently, some trial orders have been received from a global customer in Hong Kong for the WIPS and we hope that more WIPS projects will be concluded soon. In order to offer expertise WIPS services, the Group is in discussion with several WiFi vendors to become one of their authorized partners in Hong Kong. These WiFi system vendors have their own unique strengths in their systems. We believe that this move can improve sales revenue of WiFi systems and also help us to strengthen our reputation of Wireless System Provider under the brand name of Cyber On-Air. With the new established technology of IEEE1588 for very high timing accuracy for time stamping of transactions for high frequency trading, we foresee there will be an increasing demand of timeservers with IEEE1588 features from financial institutes such as banks and trading firms. Symmetricom is the market leader of IEEE1588 technology in the global market. We are proud to be its sole distributor in Hong Kong. We expect more business opportunities from the sales of timeservers with IEEE1588 features in the coming years. To maintain our revenues growth in the new fiscal year, we have planned different promotion campaigns with emphasis on the: importance of WIPS for the WiFi system; and benefits of IEEE1588 standard for high frequency trading of financial institutes. These marketing campaigns are directly targeted to customers of the enterprise market in order to arouse their awareness on our products and increase our chance of new business. For the business of telecom solutions, we shall remain focus on direct sales in order to maintain our customer relationship with direct contact. Apart from the above, we shall also focus on increasing the revenue from the maintenance contracts with our existing and potential customers. With the existing concluded projects on hand together with the potential projects under discussion, we are cautiously optimistic on the business outlook of NSPS. In the past, the property investment segment provided insignificant contribution to the overall revenue of the Group. In order to strengthen the Group s property portfolio, the Group after the Financial Year entered into conditional sale and purchase agreements to acquire the entire equity interest of two property investment groups of companies from an independent third party for cash considerations of approximately HK$28.4 million. One of the property investment groups owns three residential units at Caine Road, Mid-levels, Hong Kong and the other investment group owns three industrial units and a car park space inside an industrial building in Fanling, New Territories. As at the date of this report, the acquisition transaction related to the properties in Hong Kong Island has been completed. All these properties are acquired for the purpose to earn rentals and/or for capital appreciation. In order to broaden the Group s revenue base, the Group will also explore investment opportunities in business sectors other than the existing businesses. Vision Values Holdings Limited Annual Report Chairman s Statement APPRECIATION On behalf of the Board, I would like to take this opportunity to express my sincere gratitude to all our management and all colleagues for their valuable contribution to the Group. Moreover, I would also like to express appreciation to our valued shareholders, customers and business partners who have stood by the Group. Lo Lin Shing, Simon Chairman Hong Kong, 21 September Vision Values Holdings Limited Annual Report 2012 Corporate Governance Report CORPORATE GOVERNANCE PRACTICES The Board recognises the importance of maintaining a high standard of corporate governance to protect and enhance the benefits of shareholders and their responsibilities to maintain the interest of the shareholders and to enhance their values. They also believe a good corporate governance practice can facilitate a company in rapid growth under a healthy governance structure and strengthen the confidence of shareholders and investors. During the Financial Year, the Company had applied the principles of code provisions of the Code on Corporate Governance Practices (effective until 31 March 2012) and the Corporate Governance Code (the CG Code ) (effective from 1 April 2012) as set out in Appendix 14 of the Rules Governing the Listing of Securities (the Listing Rules ) on The Stock Exchange of Hong Kong Limited (the Stock Exchange ), except the deviations as mentioned below: i. In accordance with the code provision A.2.1 stipulates that the roles of chairman and chief executive officer ( CEO ) should be separated and should not be performed by the same individual. Mr. Lo Lin Shing, Simon ( Mr. Lo ) is the chairman of the Company and has also carried out the responsibility of CEO. Mr. Lo possesses the essential leadership skills to manage the Board and extensive knowledge in the business of the Group. The Board considers the present structure is more suitable for the Company because it can promote the efficient formulation and implementation of the Company s strategies. ii. Under the code provision A.4.1, non-executive directors should be appointed for a specific term, subject to re-election. None of the existing non-executive directors of the Company is appointed for a specific term. This constitutes a deviation from code provision A.4.1 of the CG Code. However, they are subject to the retirement by rotation in accordance with the provisions of the Company s articles of association. As such, the Company considers that sufficient measures have been taken to ensure that the Company s corporate governance practices are no less exacting than those in the CG Code. iii. The code provisions A.5.1 to A.5.4 of the CG Code in respect of the establishment, terms of reference and resources of a nomination committee. The Board has considered the merits of establishing a nomination committee but has concluded that it is in the best interests of the Company and potential new appointees that the Board collectively reviews and approves the appointment of any new Director as this allows a more informed and balanced decision to be made by both the potential Director and the Board as to suitability for the role. iv. The code provision E.1.2 of the CG Code stipulates that the chairman of the board should attend the annual general meeting ( AGM ) of the Company. The chairman of the Board did not attend the 2011 AGM due to an urgent business engagement. An Executive Director had chaired the 2011 AGM and answered questions from shareholders. The chairman of the Audit and Remuneration Committees was also available to answer questions at the 2011 AGM. Vision Values Holdings Limited Annual Report Corporate Governance Report MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORS The Company has adopted its own code of conduct regarding securities transactions by the Directors (the Code ) and Guidelines for Securities Transactions by Employees of the Group who are likely to be in possession of unpublished pricesensitive information (the Employees Guidelines ), which are on terms no less exacting terms than the Model Code for Securities Transactions by Directors of Listed Issuers in Appendix 10 of the Listing Rules (the Model Code ). During the period of 60 days immediately preceding the publication date of the annual results or, if shorter, the period from the end of the relevant financial year up to and including the publication date of the annual results, all Directors and relevant employees are restricted to deal in the securities and derivatives of the Company until such results have been published. The Company Secretary will send a reminder prior to the commencement of such period to all Directors and relevant employees. Upon specific enquiry by the Company, all Directors have confirmed that they have complied with the required standards set out in the Code during the Financial Year. ATTENDANCE RECORDS AT BOARD, BOARD COMMITTEES AND GENERAL MEETING(S) The followings were attendance records of the Board, Board Committees and general meeting(s) held during the year ended 30 June 2012: Board Meetings Audit Committee Meetings Remuneration Committee Meeting General Meetings Number of Meetings Executive Directors Mr. Lo Lin Shing, Simon (Chairman) 4/4 N/A N/A 0/2 Mr. Ho Hau Chong, Norman 4/4 N/A N/A 2/2 Independent Non-executive Directors and members of Audit and Remuneration Committees Mr. Tsui Hing Chuen, William JP 4/4 2/2 1/1 0/2 Mr. Lau Wai Piu 4/4 2/2 1/1 1/2 Mr. Lee Kee Wai, Frank 4/4 2/2 1/1 0/2 08 Vision Values Holdings Limited Annual Report 2012 Corporate Governance Report BOARD (a) Board Composition The Board currently comprises two Executive Directors and three Independent Non-executive Directors, serving the important function of guiding the management. The Board members for the year ended 30 June 2012 and up to the date of this annual report were: Executive Directors Mr. Lo Lin Shing, Simon (Chairman) Mr. Ho Hau Chong, Norman Independent Non-executive Directors Mr. Tsui Hing Chuen, William JP Mr. Lau Wai Piu Mr. Lee Kee Wai, Frank None of the members of the Board is related to one another. The Company is in full compliance with the relevant Listing Rules relating to the appointment of at least three Independent Non-executive Directors with representing at least one-third of the Board and at least one Independent Non-executive Director processing appropriate accounting qualifications. All Independent Non-executive Directors are financially independent from the Company and any of its subsidiaries. The Company has received written annual confirmation of independence from each of the existing Independent Nonexecutive Directors pursuant to Rule 3.13 of the Listing Rules. Accordingly, the Company considers all Independent Non-executive Directors to be independent. (b) Roles and Function The Board is responsible for formulating the strategic business development, reviewing and monitoring the business performance of the Group, as well as preparing and approving financial statements. The Directors, collectively and individually, are aware of their responsibilities to shareholders, for the manner in which the affairs of the Company are managed and operated. In the appropriate circumstances and as when necessary, Directors will consent to the seeking of independent professional advice at the Group s expense, ensuring that Board procedures, and all applicable rules and regulations, are followed. The Board has delegated the day-to-day operation responsibility to the management of the Company under the supervision of the Board. Vision Values Holdings Limited Annual Report Corporate Governance Report For the year ended 30 June 2012, the Board: i. reviewed the performance of the Group and formulated business strategy of the Group; ii. iii. iv. reviewed and approved the annual and interim results of the Group; reviewed the internal controls of the Group; reviewed and approved the general mandates to issue and repurchase shares of the Company; v. reviewed and approved the price-sensitive transactions; vi. vii. reviewed and approved the notifiable transactions of the Company; and reviewed and approved the independent auditor s remuneration and recommended the re-appointment of PricewaterhouseCoopers as the independent auditor of the Group respectively. To the best knowledge of the Company, there are no family or other material relationships among members of the Board. All of them are free to exercise their independent judgment. (c) Accountability and Audit The Directors are responsible for preparing the accounts of each financial period, which give a true and fair view of the state of affairs of the Group and of the results and cash flow for that period. The Directors also ensure that the financial statements of the Group are prepared in accordance with the statutory requirements and applicable accounting policies. In preparing the financial statements, the Directors consider that the financial statements of the Group are prepared on the going concern basis and appropriate accounting policies have been consistently applied. The Directors have also made judgments and estimates that are prudent and reasonable in the preparation of the financial statements. The statement of the independent auditor of the Company about their reporting responsibilities on the financial statements is set out in the Independent Auditor s Report on page 26. (d) Internal Control and Risk Management The Board is responsible for the Group s system of internal control so as to maintain sound and effective internal controls to safeguard the shareholders investment and the assets of the Group. The Board has established an on-going process for identifying, evaluating and managing the significant risks faced by the Group. This process include
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