Annual Report 2011 年報 - Neo-Neon LED Lighting International Ltd

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NotES to tHE CoNSoLIDAtED fINANCIAL StAtEMENtS 33. PURCHASE OF SUBSIDIARIES (Continued) (b) (Continued) The fair value of trade and other receivables at the date of acquisition amounted to HK$888,000. The gross contractual amounts of those trade and other receivables acquired amounted to HK$888,000 at the date of acquisition. None of the contractual cash flows are not expected to be collected at acquisition date. Goodwill arising on acquisition: Euro’000 Shown as HK$’000 Consideration transferred 300 3,209 Plus: Non-controlling interests (7.7% in NNEG) 19 206 Less: Net assets acquired (250) (2,674) Goodwill arising on acquisition 69 741 The goodwill is attributable to the anticipated profitability arising from the distribution of the Group’s products in the new markets and the future operating synergies from the combination. None of the goodwill arising on this acquisition is expected to be deductible for tax purposes. Net cash outflow on acquisition of NNEG: Euro’000 Shown as HK$’000 Cash consideration paid 300 3,209 Less: Cash and cash equivalent balances acquired (180) (1,925) 120 1,284 NNEG contributed a revenue of HK$1,858,000 and a loss of HK$857,000 for the period from the date of acquisition to 31st March, 2011. If the acquisition has been completed on 1st January, 2010, based on the unaudited management accounts of the subsidiary, the impact on the Group’s revenue and profit for the period from 1st January, 2010 to 31st March, 2011 would have been insignificant. ANNUAL REPORT 2011 105
NotES to tHE CoNSoLIDAtED fINANCIAL StAtEMENtS 33. PURCHASE OF SUBSIDIARIES (Continued) (c) In February 2011, the Group acquired 100% equity interest of HCI for a consideration of US$17,000,000. This acquisition has been accounted for using the acquisition method. HCI is engaged in the design, manufacture, and distribution of quality LED products. The acquisition was made to expand the LED operation and support the growth strategies of the Group. Consideration transferred US$’000 Shown as HK$’000 Cash 4,000 31,178 Shares issued 13,000 101,452 Total 17,000 132,630 Acquisition-related costs amounting to HK$669,000 have been excluded from the consideration transferred and have been recognised as an expense in the current year, within the administrative expenses line item in the profit or loss. As part of the consideration for the acquisition of HCI, 25,174,194 ordinary shares of the Company with par value of HK$0.1 each were issued. The fair value of the ordinary shares of the Company, determined using the published price available at the date of the acquisition, amounted to HK$4.03. Assets acquired and liabilities recognised at the date of acquisition are as follows: US$’000 Shown as HK$’000 Property, plant and equipment 224 1,746 Intangible assets – contracts in progress 820 6,391 Intangible assets – customer relationship 2,440 19,019 Intangible assets – patent and license 3,981 31,030 Intangible assets – trademark 5,654 44,070 Intangible assets – non-compete agreement 187 1,458 Inventories 1,724 13,438 Trade and other receivables 1,524 11,879 Bank balances and cash 336 2,619 Trade and other payables (8,322) (64,866) Deferred taxation (3,065) (23,887) 5,503 42,897 106 NEO-NEON HOLDINGS LIMITED
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Contents Corporate Information 4 Ch
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4lnternational Merged In Year 2010,
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Chairman’s Statement Dear Shareho
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Chairman’s Statement We are confi
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Directors, and Senior Management Pr
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Directors, and Senior Management Pr
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Management Discussion And Analysis
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Directors’ Report PRE-EMPTIVE RIG
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Directors’ Report DIRECTORS AND C
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Directors’ Report CONNECTED TRANS
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Directors’ Report The weighted av
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Directors’ Report EMPLOYEES The t
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Corporate Governance Report Chairma
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Corporate Governance Report Minutes
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Corporate Governance Report III. Em
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INDEPENDENt AuDItor’S rEPort TO T
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CoNSoLIDAtED StAtEMENt of CoMPrEHEN
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CoNSoLIDAtED StAtEMENt of fINANCIAL
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CoNSoLIDAtED StAtEMENt of CASH fLoW
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NotES to tHE CoNSoLIDAtED fINANCIAL
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Page 56 and 57: NotES to tHE CoNSoLIDAtED fINANCIAL
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Annual Report 2011 年 報 - Neo-Neon LED Lighting International Ltd

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Annual Report 2011 年報 - Neo-Neon LED Lighting International Ltd