Interim Report 2005 - Clear Media
Interim Report 2005 - Clear Media
Interim Report 2005 - Clear Media
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CONTENTS<br />
1 Financial Highlights<br />
2 Management Discussion and Analysis<br />
9 Condensed Consolidated Income Statement<br />
10 Condensed Consolidated Balance Sheet<br />
11 Condensed Consolidated Summary Statement of Changes in Equity<br />
12 Condensed Consolidated Cash Flow Statement<br />
13 Notes to Condensed Consolidated Financial Statements<br />
25 Supplementary Information<br />
32 Factsheet at a Glance<br />
33 Corporate Information<br />
<strong>Clear</strong> <strong>Media</strong> Limited<br />
Room 3205, 32/F., Windsor House, 311 Gloucestor Road, Causeway Bay, Hong Kong.<br />
Tel: (852) 2960 1229 Fax: (852) 2235 3911
FINANCIAL HIGHLIGHTS<br />
01<br />
. Group turnover increased by 26% to HK$306.8 million<br />
. Turnover of core bus shelter advertising increased by 26% to HK$303.2 million<br />
. EBITDA increased by 28% to HK$123.4 million, EBITDA margin stayed at 40%<br />
. EBIT rose by 37% to HK$55.2 million<br />
. Netprofitgrewby23%toHK$35.4million,netprofitmarginstayedat12%<br />
. Positive free cash flow at HK$16.5 million
02 MANAGEMENT DISCUSSION AND<br />
ANALYSIS<br />
Industry Review<br />
China’s economy continued to record strong growth in the first half of the year, with GDP<br />
having increased by 9.5% year-on-year. Despite measures taken to cool down the economy,<br />
consumer spending continued to increase in tandem with increases in per capita income.<br />
Owing to the stiff competitions among various consumer products, companies continued to<br />
use advertising to differentiate and promote their brands. This created a positive<br />
environment for the advertising industry in China, especially for consumer products.<br />
Outdoor advertising continued to outpace the average growth rate of the overall advertising<br />
industry in the first half of <strong>2005</strong>, as more advertisers realised the cost-effectiveness of<br />
outdoor advertising.<br />
In the first half of <strong>2005</strong>, <strong>Clear</strong> <strong>Media</strong>’s top three turnover contributors came from the<br />
telecommunications, beverages and food sectors respectively. Turnover contributions from<br />
the telecommunications sector continued to increase as key players increased their outdoor<br />
advertising budget. The contribution from the food and IT sectors showed the most<br />
significant increases during the period largely due to engagements with new customers.<br />
Operations Review<br />
Core Bus Shelter Advertising Business Continued to Show Strong Growth<br />
Our core bus shelter advertising business spanning 30 key cities in China continued to show<br />
strong performance. Over the last six months, our nationwide network has generated<br />
HK$303.2 million in turnover (1H2004: HK$241.3 million), representing a 26% increase<br />
from the same period last year, and accounted for 99% of the Group’s total turnover<br />
(1H2004: 99%). The average selling price of our bus shelter advertising space increased by<br />
10%, and the average occupancy rate was 62% (1H2004: 67%).<br />
The top three cities, Guangzhou, Shanghai, and Beijing, in which we have a leading position<br />
in outdoor advertising, continued to be the driving force for our overall impressive<br />
performance in the first half of <strong>2005</strong>. Sales from these key cities increased by 30% in the<br />
first six months, and accounted for 53% of our total bus shelter advertising business, as<br />
compared with 51% in the corresponding period last year. In Guangzhou, sales increased by<br />
17%, average selling price increased by 10% and the occupancy rate stayed flat at 71%. In<br />
Shanghai, sales rose by 21%, average selling price surged by 14% and the occupancy rate<br />
dropped slightly to 73%. The decline in the average occupancy rate was largely due to the<br />
addition of new panels in Shanghai in the first half of the year. The integration work of the<br />
newly acquired advertising panels in Beijing has been smooth in the first half of <strong>2005</strong>. If we<br />
include contribution from the newly acquired panels in the first half of <strong>2005</strong>, total sales<br />
grew by 54%, average selling price and occupancy rate however dropped by 21% and to<br />
59% respectively. As planned, it will take some time for the newly acquired panels to reach<br />
the occupancy level of the existing network. If we exclude the contribution from these newly<br />
acquired panels, sales in Beijing increased by 10%, average selling price in fact increased by<br />
14%, and occupancy rate stayed at 79%.
CLEAR MEDIA INTERIM REPORT <strong>2005</strong><br />
03<br />
Performance in the mid-tier cities also showed a good rebound in the first half of <strong>2005</strong>,<br />
largely as a result of our strengthened sales efforts through new sales centres and enhanced<br />
sales strategies. Sales increased by 22%, the average selling price increased by 19%, while<br />
occupancy rate dropped slightly to 60% (1H2004: 62%). Sales from mid-tier cities<br />
accounted for 47% of the Group’s total sales in the first half of the year (1H2004: 49%).<br />
While we concentrated our efforts in the first half of the year to ensure the smooth<br />
integration of the advertising panels acquired late last year, we further added 338 new panels<br />
through organic buildup and acquisitions during the first six months of <strong>2005</strong>, largely in<br />
Shanghai and other key cities. During the period under review, on a time weighted basis, the<br />
number of 12-sheet equivalent panels increased by 25% as compared with the same period<br />
last year from 18,188 to 22,699.<br />
Other Businesses<br />
The non-core new formats of advertising, which include airport advertising, is an expansion<br />
of the Group into other outdoor media opportunities and will remain a small proportion of<br />
our operations. It contributed a total of HK$3.7 million during the period under review<br />
(2004: HK$2.5 million), which continued to account for 1% of the Group’s sales in the<br />
first half (1H2004: 1%).<br />
Our advertising business in Terminal One of the Beijing Capital International Airport<br />
started its operations late last year. We have outsourced our point-of-sales and unipoles<br />
operations to third parties since the end of 2003.<br />
Financial Review<br />
Turnover<br />
The Group’s turnover increased by 26% from HK$306.8 million from HK$243.7 million<br />
during the period under review, largely due to the strong performance of our core bus<br />
shelter advertising business in the first half of <strong>2005</strong>. Our entire turnover was derived from<br />
China.<br />
EBITDA<br />
Our total earnings before interest, tax, depreciation and amortization (EBITDA) increased<br />
substantially by 28% to HK$123.4 million in <strong>2005</strong>, from HK$96.3 million (restated) in the<br />
same period of 2004. <strong>Clear</strong> <strong>Media</strong>’s EBITDA margin maintained at 40% as compared with<br />
the corresponding period of last year. EBITDA for our core bus shelter advertising business<br />
continued to perform well, showing an increase of 24% to HK$135.3 million as compared<br />
to the same period of last year (1H2004: HK$108.8 million).<br />
EBIT<br />
Our total earnings before interest and tax (EBIT) improved by 37% from HK$40.3 million<br />
to HK$55.2 million for the period under review. EBIT for the core bus shelter advertising<br />
increased by 25% to HK$70.2 million as compared to the same period of last year (1H2004<br />
(restated): HK$56 million).
04 MANAGEMENT DISCUSSION AND<br />
ANALYSIS<br />
Net Profit<br />
Our net profit increased by 23% to HK$35.4 million for the six months ended 30 June<br />
<strong>2005</strong> as compared to HK$28.9 million (restated) of the corresponding period of last year.<br />
The net profit margin maintained at 12% (1H2004: 12%) due to the increased interest<br />
expense of HK$8.4 million accrued during the period under review for the convertible<br />
bonds issued in the second half of last year.<br />
Expenses<br />
Direct operating costs, which includes electricity, rental, maintenance costs and sales and<br />
cultural levy increased from HK$97.8 million last year to HK$125.1 million in the first half<br />
of <strong>2005</strong>, in terms of percentage of sales, it increased marginally to 41% (1H2004: 40%).<br />
Rental increased slightly to 22% (1H2004: 20%), electricity costs remained flat at 5%<br />
(1H2004: 5%), and maintenance costs reduced slightly to 5% (1H2004: 6%).<br />
Sales, general and administrative expenses increased to HK$61.5 million in the first half of<br />
the year as compared to HK$50.3 million (restated for the adoption of HKFRS2 ‘‘Sharebased<br />
Payment’’) of the corresponding period of last year. This was largely due to the<br />
increased number of our sales personnel and related costs.<br />
The expansion of our bus shelter network, including the acquisitions in Beijing late last year<br />
and our acquisitions in other cities this year have resulted in a higher charge for the<br />
amortization of concession rights which increased by 23% to HK$ 65.2 million (1H2004:<br />
HK$52.9 million).<br />
Liquidity and Financial Resources<br />
The Group financed its operations and investment activities with internally generated cash<br />
flow, balanced with proceeds from our IPO and bank loans, as well as the issue of the<br />
convertible bonds.<br />
Cashflow<br />
Net cash inflow generated from our operations in the interim period reached HK$107.8<br />
million, as compared with HK$85.4 million in the same period of last year.<br />
Cash from investment activities amounted to an outflow of approximately HK$93.6 million<br />
(1H2004: outflow of HK$111 million). A total of HK$92.4 million was spent on building<br />
and acquiring bus shelter advertising panels.<br />
Improvements in the cash generated from operations during the first six months of <strong>2005</strong>,<br />
resulted in a positive free cash flow operations of HK$16.5 million (1H2004: negative free<br />
cash flow of HK$19.7 million). <strong>Clear</strong> <strong>Media</strong> considers free cash flow (defined as EBITDA<br />
(before share compensation cost) less cash outflow on capital expenditure, less income tax<br />
and net interest expense) to be an important measure of a company’s ability to provide value<br />
to shareholders. By presenting free cash flow, the Group intends to provide investors with a<br />
better understanding of its ability to pay debts, make acquisitions and to grow organically.
CLEAR MEDIA INTERIM REPORT <strong>2005</strong><br />
05<br />
Concession Rights<br />
All of the Group’s bus shelter concessions are granted by entities authorized by local<br />
governmental agencies in China which have control over the construction and management<br />
of bus shelters. Under these concessions, the Group assumes responsibility for the<br />
construction and on-going maintenance of the bus shelters and pays annual fixed rental fees<br />
to the entities authorized by local governmental agencies. In exchange, the Group has the<br />
exclusive rights to sell advertising space at these bus shelters during the term of the<br />
concessions.<br />
The Group’s bus shelter concession contracts have initial terms of between five to twenty<br />
years. As at 30 June <strong>2005</strong>, the weighted average remaining term of the concession rights<br />
currently held by the Group was approximately 9 years. In terms of renewal rights,<br />
approximately 67% of the concession rights held by the Group, based on the number of bus<br />
shelters, grant the Group the right of first refusal to renew the concession contracts provided<br />
that the terms offered by the Group are no less favourable than the competing tenders. Some<br />
of the concession contracts also allow the Group to extend our contracts before expiration.<br />
During the period, we have successfully extended approximately 5% of our bus shelter<br />
concessions, based on the number of bus shelters.<br />
Accounts Receivable<br />
The Group’s accounts receivable balance due from third parties was HK$216 million for the<br />
period under review, as compared to HK$187 million as at 30 June 2004 and HK$195.2<br />
million as at 31 December 2004. In absolute quantum, accounts receivable have increased by<br />
roughly 16% over 30 June 2004. The increase is a result of higher sales generated during the<br />
period.<br />
Average accounts receivable outstanding days were 145 days, on a time-weighted basis, as at<br />
30 June <strong>2005</strong>, as compared to 136 days as at 30 June 2004 and 133 days as at 31 December<br />
2004. The increase in days outstanding was due mainly to the timing of repayment by<br />
certain major customers at the end of the period.<br />
Prepayments, Deposits and Other Receivables<br />
Total Prepayments, Deposits and Other Receivables as at 30 June <strong>2005</strong> were HK$203<br />
million as compared to HK$105.4 million at 31 December 2004. The increase in<br />
prepayments, deposits and other receivables was due mainly to deposit of HK$100 million<br />
paid to the High Court in respect of the Advertasia litigation. This sum will remain at the<br />
High Court until the result of the appeal to the Court. Please see the section on Contingent<br />
Liabilities for more information on the Advertasia litigation.<br />
Other Payables and Accruals<br />
Total payables and accruals for the interim period of <strong>2005</strong> were HK$146.1 million as<br />
compared to HK$202.1 million as at 31 December 2004. The decrease was due mainly to<br />
the settlement of capital expenditure payable. It would be inappropriate to give turnover<br />
days against sales as the payable is more closely related to capital expenditure incurred in<br />
bus shelters.
06 MANAGEMENT DISCUSSION AND<br />
ANALYSIS<br />
Borrowings and Gearing<br />
As at 30 June <strong>2005</strong>, the Group had no outstanding bank loans (31 December 2004:<br />
HK$37.2 million) as we repaid all bank loans during the period.<br />
The debt to equity ratio of the Group, defined as a percentage of net interest bearing<br />
borrowings over shareholders’ funds, was at 21% as at 30 June <strong>2005</strong> (31 December 2004:<br />
23%). As of 30 June <strong>2005</strong>, the Group’s total cash and bank balances amounted to<br />
HK$306.7 million (31 December 2004: HK$337.2 million).<br />
Capital Expenditure<br />
To strengthen the Group’s leading position in the outdoor media sector in China, the<br />
Group actively acquired concession rights to build bus shelters so as to expand its network.<br />
For the six months ended 30 June <strong>2005</strong>, HK$41.4 million was incurred on acquisition of<br />
bus shelter concession rights and HK$2.1 million on fixed assets.<br />
Share Capital and Equity<br />
During the period under review, <strong>Clear</strong> <strong>Media</strong>’s issued and fully paid share capital remained<br />
unchanged. Equity attributable to equity holders of the parent as at 30 June <strong>2005</strong> increased<br />
by 3% to HK$1,433.1 million from HK$1,384.8 million as at 31 December 2004. The<br />
Group’s other reserves and retained earnings amounted to HK$1,017.6 million and<br />
HK$365.3 million respectively as at 30 June <strong>2005</strong> compared to HK$1,004.7 million<br />
(restated) and HK$329.9 million (restated) respectively as at 31 December 2004.<br />
Material Acquisitions and Disposals<br />
During the period under review, there were no material acquisitions or disposals of any<br />
subsidiary, associate or joint venture of the Group.<br />
Exposure to Foreign Exchange Risk<br />
Our only investment in China is the Group’s operating vehicle, the WHA joint venture,<br />
which conducts business only within the PRC. Most of our turnover, capital investment and<br />
expenses are denominated in Renminbi (‘‘RMB’’), except for interest payable, repayment of<br />
foreign currency loans obtained to finance our operating vehicle’s operations and any<br />
potential future dividend to be declared by our operating vehicle to shareholders. To date,<br />
we have not experienced any difficulties in obtaining governmental approvals for foreign<br />
exchange purposes when required. No financial instruments for hedging purposes were<br />
issued in the six months ended 30 June <strong>2005</strong>.<br />
Regarding the recent RMB appreciation, as we mentioned above, our turnover and costs are<br />
largely denominated in RMB, which will largely offset each other. However, as our net<br />
profit is denominated in Hong Kong Dollars, there will be some translation gain as a result<br />
of the RMB appreciation.
CLEAR MEDIA INTERIM REPORT <strong>2005</strong><br />
07<br />
Employment, Training and Development<br />
As at 30 June <strong>2005</strong>, the Group had a total of 393 employees, an increase of 25% over the<br />
same period in 2004. The increase was largely in thesalesandmarketing staff in the second<br />
half of 2004 as part of our business plan to strengthen our sales capabilities to cultivate new<br />
clients and enhance existing client support. Total staff costs were approximately 10% of<br />
turnover which was the same as the first half of 2004. Employees are remunerated based on<br />
their performance, experience and the prevailing industry practices with compensation<br />
policies and packages reviewed on a regular basis. Bonuses are linked to both the<br />
performance of the Group and to individual performance as recognition of value creation.<br />
Share options are also granted to senior management in an effort to align individual interests<br />
with the Group’s.<br />
Charge of Group Assets<br />
There was no charge on the Group’s assets during the six months under review.<br />
Capital Commitments<br />
As at the balance sheet date for this interim period, the Group had capital commitments<br />
contracted but not provided for in relation to the construction of bus shelters amounted to<br />
HK$57.3 million, as compared to HK$35.2 million as of 31 December 2004.<br />
Contingent Liabilities<br />
On 10 August 1999, Advertasia Street Furniture Limited (‘‘Advertasia’’), an independent<br />
third party, commenced an action against China Outdoor <strong>Media</strong> Investment (Hong Kong)<br />
Company Limited (‘‘China Outdoor <strong>Media</strong> (HK)’’) (an indirect wholly-owned subsidiary of<br />
<strong>Clear</strong> <strong>Media</strong>) in the High Court of Hong Kong pursuant to an agreement dated 21 April<br />
1999 entered into by them for the sale of the entire issued share capital of four Hong Kong<br />
private companies by Advertasia to China Outdoor <strong>Media</strong> (HK) for the sum of HK$68<br />
million (the ‘‘Agreement’’). Advertasia alleged that China Outdoor <strong>Media</strong> (HK) had<br />
wrongfully, and in breach of the Agreement, refused to purchase the shares held by<br />
Advertasia in the four private companies and/orfailedtotenderapaymentofHK$50<br />
million in relation to the Agreement. China Outdoor <strong>Media</strong> (HK) contended the claim on a<br />
number of grounds, including, that a required condition precedent of the Agreement was<br />
not met (in that the joint venture contracts attached to the Agreement were not valid) and<br />
that a number of misrepresentations were made in respect of the four private companies.<br />
China Outdoor <strong>Media</strong> (HK) also counterclaimed for damages for all reasonably incurred<br />
costs and expenses in respect of the misrepresentation.<br />
On 8 October 2004, the High Court, acting as a court of first instance, made an order in<br />
favour of Advertasia. <strong>Clear</strong> <strong>Media</strong> had made an appeal against the judgement of the High<br />
Court.<br />
In January <strong>2005</strong>, China Outdoor <strong>Media</strong> (HK) paid to the High Court the sum of HK$100<br />
million in respect of the aforementioned Advertasia claim, and this amount of money will<br />
remain at the High Court until the result of the appeal to the Court of Appeal. The Group<br />
is still entitled to the deposit and will receive interest at market deposit rates during the
08 MANAGEMENT DISCUSSION AND<br />
ANALYSIS<br />
period, Moreover, under a Deed of Indemnity between <strong>Clear</strong> <strong>Media</strong>, Outdoor <strong>Media</strong> China<br />
Inc.,HanZiJing,<strong>Clear</strong>ChannelOutdoor,Inc.andChinaOutdoor<strong>Media</strong>(HK).<strong>Clear</strong><br />
<strong>Media</strong> and China Outdoor <strong>Media</strong> (HK) will be fully indemnified against all damages,<br />
penalties, liabilities, legal fees, enforcement costs and expenses incurred by them in respect<br />
of this claim.<br />
Outlook<br />
Looking ahead, we expect the advertising market in China to grow at a healthy double-digit<br />
rate. In view of our strong order books, we expect that our core bus shelter advertising<br />
business will continue to perform well in the latter half of the year.<br />
We will continue to integrate the new advertising panels acquired last year in Beijing, and<br />
focus on enhancing their returns. While we have a clear leading position in key cities in<br />
China, we will continue to improve our presence in these cities as well as the mid-tier cities<br />
to provide a nationwide network to better serve our multinational and domestic clients to<br />
generate better returns.<br />
We will also start formulating multi-year Olympicssalespackagesforadvertiserstocapture<br />
the advertising opportunities arising from the 2008 Olympics Games.
CONDENSED CONSOLIDATED<br />
INCOME STATEMENT<br />
09<br />
For the six months ended<br />
30 June<br />
<strong>2005</strong> 2004<br />
(Unaudited) (Unaudited)<br />
(Restated)<br />
Notes HK$’000 HK$’000<br />
Turnover 306,823 243,723<br />
Cost of sales (190,384) (150,641)<br />
Gross profit 116,439 93,082<br />
Other income and gains 3 5,491 1,963<br />
Selling and distribution costs (27,998) (23,674)<br />
Administrative expenses (36,553) (29,697)<br />
Profit from operating activities 4 57,379 41,674<br />
Finance costs 5 (9,344) (4,070)<br />
Profit before tax 48,035 37,604<br />
Tax 6 (8,646) (5,511)<br />
Profit for the period 39,389 32,093<br />
Attributable to:<br />
Equity holders of the parent 35,366 28,863<br />
Minority interests 4,023 3,230<br />
39,389 32,093<br />
Earnings per share for profit attributable to<br />
the equity holders of the Group during<br />
the period<br />
—Basic 7 7.05 5.75<br />
—Diluted 7 6.89 5.63<br />
Dividend Per Share 8 Nil Nil
10 CONDENSED CONSOLIDATED<br />
BALANCE SHEET<br />
As of<br />
30 June<br />
<strong>2005</strong><br />
(Unaudited)<br />
As of<br />
31 December<br />
2004<br />
(Audited)<br />
(Restated)<br />
Notes HK$’000 HK$’000<br />
ASSETS<br />
Non-Current Assets<br />
Fixed assets 104,161 95,002<br />
Concession rights 1,051,845 1,087,039<br />
Deferred tax assets 3,671 3,671<br />
Other long term asset — 11,373<br />
1,159,677 1,197,085<br />
Current Assets<br />
Accounts receivable 9 215,973 195,225<br />
Prepayments, deposits and other receivables 10 202,985 105,405<br />
Due from a related party 14(b) 19,560 19,807<br />
Short term investments — 7,042<br />
Pledged time deposits 1,515 94,376<br />
Cash and cash equivalents 306,747 337,233<br />
746,780 759,088<br />
Total Assets 1,906,457 1,956,173<br />
LIABILITIES<br />
Current liabilities<br />
Tax payable 14,323 8,710<br />
Other payables and accruals 146,097 202,117<br />
Deferred income 12,077 3,723<br />
Interest-bearing bank borrowings — 37,229<br />
172,497 251,779<br />
Non-current liabilities<br />
Convertible bonds 11 300,524 314,400<br />
Total Liabilities 473,021 566,179<br />
EQUITY<br />
Share capital 12 50,161 50,161<br />
Other reserves 13 1,017,638 1,004,680<br />
Retained earnings 13 365,298 329,932<br />
Equity attributable to equity holders of the parent 1,433,097 1,384,773<br />
Minority interests 339 5,221<br />
Total equity 1,433,436 1,389,994<br />
Total equity and liabilities 1,906,457 1,956,173<br />
Net current assets 574,283 507,309<br />
Total assets less current liabilities 1,733,960 1,704,394
CONDENSED CONSOLIDATED SUMMARY<br />
STATEMENT OF CHANGES IN EQUITY<br />
11<br />
For the six months ended<br />
30 June<br />
<strong>2005</strong> 2004<br />
(Unaudited) (Unaudited)<br />
(Restated)<br />
HK$’000 HK$’000<br />
Total equity at 1 January:<br />
As previously reported as equity 1,384,773 1,288,373<br />
As previously reported separately as minority interests 5,221 9,966<br />
1,389,994 1,298,339<br />
Prior period adjustments for the adoption of HKFRS 2<br />
—Sharepremiumaccount 10,550 3,250<br />
— Retained earnings (10,550) (3,250)<br />
As restated, before opening adjustments 1,389,994 1,298,339<br />
Opening adjustments for the adoption of HKASs 32 and 39 10,763 —<br />
As restated, after prior period and opening adjustments 1,400,757 1,298,339<br />
Changes in equity during the period:<br />
Exchange differences on translating foreign operations (1,038) 3,504<br />
Net (loss)/income recognised directly in equity (1,038) 3,504<br />
Profit for the period 39,389 32,093<br />
Total recognised income and expense for the period 38,351 35,597<br />
Movement in current account with a minority shareholder (8,905) (7,185)<br />
Employee share option scheme — Capital reserve 3,233 3,233<br />
Total equity at 30 June 1,433,436 1,329,984<br />
Total recognised income and expense for the period<br />
attributable to:<br />
Equity holders of the parent 34,328 32,367<br />
Minority interests 4,023 3,230<br />
38,351 35,597<br />
Effects of prior period and opening adjustments<br />
attributable to:<br />
Equity holders of the parent 10,763 —<br />
Minority interests — —<br />
10,763 —
12 CONDENSED CONSOLIDATED CASH<br />
FLOW STATEMENT<br />
For the six months ended<br />
30 June<br />
<strong>2005</strong> 2004<br />
(Unaudited) (Unaudited)<br />
HK$’000 HK$’000<br />
Cash generated from operations 111,026 96,393<br />
Interest paid (189) (4,094)<br />
Income taxes paid (3,033) (6,911)<br />
Net cash from operating activities 107,804 85,388<br />
Net cash used in investing activities (93,568) (111,039)<br />
Net cash (used in)/generated from financing activities (44,528) 492<br />
Decrease in cash and cash equivalents (30,292) (25,159)<br />
Cash and cash equivalents at beginning of period 337,233 224,830<br />
Effect of foreign exchange rate changes, net (194) 321<br />
CASH AND CASH EQUIVALENTS AT END OF<br />
PERIOD 306,747 199,992
NOTES TO CONDENSED CONSOLIDATED<br />
FINANCIAL STATEMENTS<br />
13<br />
1. Accountant Policies<br />
1.1 Changes in accounting policies<br />
The unaudited condensed consolidated interim financial statements have been<br />
prepared in accordance with Hong Kong Accounting Standard (‘‘HKAS’’) 34<br />
‘‘<strong>Interim</strong> Financial <strong>Report</strong>ing’’ issued by the Hong Kong Institute of Certified<br />
Public Accountants (‘‘HKICPA’’) and Appendix 16 of the Rules Governing the<br />
Listing of Securities on The Stock Exchange of Hong Kong Limited.<br />
The accounting policies and methods of computation used in the preparation<br />
of this condensed consolidated interim financial statements are consistent with<br />
those used in the annual financial statements for the year ended 31 December<br />
2004 except that the Group has changed certain of its accounting policies<br />
following its adoption of new and/or revised Hong Kong Financial <strong>Report</strong>ing<br />
Standards and Hong Kong Accounting Standards (‘‘new HKFRS’’) which are<br />
effective for accounting periods commencing on or after 1 January <strong>2005</strong>.<br />
This interim financial statements have been prepared in accordance with those<br />
HKFRS standards and interpretations issued and effective as at the time of<br />
preparing this information (July <strong>2005</strong>). The HKFRS standards and<br />
interpretations that will be applicable at 31 December <strong>2005</strong>, including those<br />
that will be applicable on an optional basis, are not known with certainty at<br />
the time of preparing this interim financial information.<br />
The changes to the Group’s accounting policies and the effect of adopting<br />
these new policies are set out in note 2 below.<br />
1.2 Effect of adopting new HKASs and HKFRS<br />
In <strong>2005</strong>, the Group adopted the new and/or revised standards of HKFRS<br />
below, which are relevant to its operations. The 2004 comparatives have been<br />
amended as required, in accordance with the relevant requirements.<br />
HKAS 1<br />
HKAS 7<br />
HKAS 8<br />
HKAS 10<br />
HKAS 16<br />
HKAS 21<br />
HKAS 23<br />
HKAS 24<br />
HKAS 27<br />
HKAS 31<br />
HKAS 32<br />
HKAS 33<br />
HKAS 36<br />
HKAS 39<br />
HKAS-Int 29<br />
HKFRS 2<br />
Presentation of Financial Statements<br />
Cash Flow Statements<br />
Accounting Policies, Changes in Accounting Estimates and<br />
Errors<br />
Events after the Balance Sheet Date<br />
Property, Plant and Equipment<br />
The Effects of Changes in Foreign Exchange Rates<br />
Borrowing Costs<br />
Related Party Disclosures<br />
Consolidated and Separate Financial Statements<br />
Investments in Joint Ventures<br />
Financial Instruments: Disclosures and Presentation<br />
Earnings per Share<br />
Impairment of Assets<br />
Financial Instruments: Recognition and Measurement<br />
Disclosure — Service Concession Arrangements<br />
Share-based Payments
14 NOTES TO CONDENSED CONSOLIDATED<br />
FINANCIAL STATEMENTS<br />
1. Accountant Policies (continued)<br />
1.2 Effect of adopting new HKASs and HKFRS (continued)<br />
The adoption of new and/or revised HKASs 1, 7, 8, 10, 16, 21, 23, 24, 27,<br />
31, 32, 33, 36, 39 and HKAS-Int 29 did not result in substantial changes to<br />
the Group’s accounting policies. In summary:<br />
— HKAS 1 has affected the presentation of minority interest, share of net<br />
after-tax results of associates and other disclosures.<br />
— HKASs 7, 8, 10, 16, 21, 23, 24, 27, 31, 33, 36 and HKAS-Int 29 had<br />
no material effect on the Group’s policies.<br />
— HKAS 21 had no material effect on the Group’s accounting policies.<br />
The functional currency of each of the consolidated entities has been<br />
re-evaluated based on the guidance to the revised standard. All the<br />
Group entities have the same functional currency as the presentation<br />
currency for respective entity financial statements.<br />
— HKAS 24 has affected the identification of related parties and some<br />
other related-party disclosures.<br />
— The adoption of HKASs 32 and 39 has resulted in a change in the<br />
accounting policy relating to the initial recognition and classification of<br />
convertible bonds.<br />
— The adoption of HKFRS 2 has resulted in a change in the accounting<br />
policy for share-based payments. Until 31 December 2004, the<br />
provision of share options to employees did not result in an expense<br />
in the income statements. Effective on 1 January <strong>2005</strong>, the Group<br />
expenses the cost of share options in the income statement. As a<br />
transitional provision, the cost of share options granted after 7<br />
November 2002 and had not yet vested on 1 January <strong>2005</strong> was<br />
expensed retrospectively in the income statement of the respective<br />
periods.
CLEAR MEDIA INTERIM REPORT <strong>2005</strong><br />
15<br />
1. Accountant Policies (continued)<br />
1.3 New Accounting Policies<br />
Convertible bonds<br />
In prior year, finance costs, including the premium payable upon the final<br />
redemption of the convertible bonds, recognized in the profit and loss account<br />
in respect of the convertible bonds were calculated so as to produce a constant<br />
periodic rate of charge on the remaining balances of the convertible bonds for<br />
each accounting period. The transaction costs incurred in connection with the<br />
issue of convertible bonds were recognized separately from the convertible<br />
bonds and recorded as other long term assets, amortised on a straight-line<br />
basisoverthelifeofconvertiblebondsfromthedateoftheissueofthebonds<br />
to their final redemption date.<br />
On adoption of HKASs 32 and 39, the component of the convertible bonds<br />
that exhibits characteristics of a liability is recognised as a liability in the<br />
balance sheet, net of transaction costs. On the issue of the convertible bonds,<br />
the fair value of the liability component is determined using a market rate for<br />
an equivalent non-convertible bonds; and this amount is carried as a long term<br />
liability on the amortised cost basis until extinguished on conversion or<br />
redemption. The remainder of the proceeds is allocated to the conversion<br />
option that is recognised and included in shareholders’ equity, net of<br />
transaction costs. The carrying amount of the conversion option is not<br />
remeasured in subsequent years.<br />
Transaction costs are apportioned between the liability and equity components<br />
of the convertible bonds based on the allocation of proceeds to the liability<br />
and equity components when the instruments are first recognised.<br />
ThechangeinaccountingpoliciesonadoptionofHKASs32and39isapplied<br />
with effect from 1 January <strong>2005</strong>. The opening balance sheet has been<br />
reclassified with net decrease of other long term asset of HK$11.4 million,<br />
long-term liabilities of HK$22.2 million, and increase of equity reserve by<br />
10.8 million.<br />
Share option schemes<br />
In prior years, no compensation cost was recognised when employees<br />
(including directors) were granted share options over shares in the Group.<br />
With effect from 1 January <strong>2005</strong>, in order to comply with HKFRS2 ‘‘SharebasedPayment’’,theGrouprecognizedthefairvalueofsuchshareoptionsas<br />
an expense in the profit and loss account. A corresponding increase is<br />
recognised in a capital reserve within equity.
16 NOTES TO CONDENSED CONSOLIDATED<br />
FINANCIAL STATEMENTS<br />
1. Accountant Policies (continued)<br />
1.3 New Accounting Policies (continued)<br />
Share option schemes (continued)<br />
Where the employees are required to meet vesting conditions before they<br />
become entitled to the options, the Group recognizes the fair value of the<br />
options granted over the vesting period. If the share options granted vest<br />
immediately, the Group recognizes the fair value in the period in which the<br />
options are granted.<br />
If an employee chooses to exercise his options, the related capital reserve is<br />
transferred to share capital and share premium, together with the exercise<br />
price. If the options lapse unexercised the related capital reserve is transferred<br />
directed to retained earnings.<br />
The new accounting policy has been applied retrospectively with comparatives<br />
restated in accordance with HKFRS2, except that the Group has taken<br />
advantage of the transitional provisions set out in paragraph 53 of HKFRS2<br />
under which the new recognition and measurement policies have not been<br />
applied to the following grants of options:<br />
(i)<br />
(ii)<br />
all options granted to employees on or before 7 November 2002; and<br />
all options granted to employees after 7 November 2002 but which had<br />
vested before 1 January <strong>2005</strong>.<br />
The unamortised cost of share compensation of HK$10.6 million as at 31<br />
December 2004 (30 June 2004: HK$6.5 million, 31 December 2003: HK$3.3<br />
million) was adjusted to retained earnings. The staff costs for the first and<br />
second halves of 2004 have been restated to recognize the share compensation<br />
cost of HK$3.2 million and HK$4.1 million attributable to the periods<br />
respectively. Share compensation cost for the first half of <strong>2005</strong> amounting to<br />
HK$3.2 million was recognized through the profit and loss account.<br />
2. Segment Information<br />
Outdoor media sales is the only major business segment of the Group, and comprises<br />
the display of advertisements on bus shelters, unipoles and point-of-sale. Accordingly,<br />
no further business segment information is provided.<br />
In determining the Group’s geographical segment, revenues and results are attributed<br />
to the segments based on the location of the customers, and assets are attributable to<br />
the segments based on the location of the assets. As the Group’s major operations and<br />
markets are located in the PRC, no further geographical segment information is<br />
provided.
CLEAR MEDIA INTERIM REPORT <strong>2005</strong><br />
17<br />
3. Other Income and Gains<br />
For the six months ended<br />
30 June<br />
<strong>2005</strong> 2004<br />
(Unaudited) (Unaudited)<br />
HK$’000 HK$’000<br />
Interest income 2,220 1,359<br />
Realised gain on disposal of short term listed<br />
investments 3,271 604<br />
5,491 1,963<br />
4. Profit from Operating Activities<br />
Profit from operating activities was determined after charging/(crediting) the<br />
following:<br />
For the six months ended<br />
30 June<br />
<strong>2005</strong> 2004<br />
(Unaudited)<br />
(Unaudited) (Restated)<br />
HK$’000 HK$’000<br />
Provision for impairment of accounts receivable 7,902 2,451<br />
Auditors’ remuneration 620 605<br />
Depreciation of owned assets 3,050 3,093<br />
Amortisation of concession rights and depreciation<br />
of point-of-sale 65,240 52,876<br />
Operating lease rentals on buildings 5,208 4,457<br />
Staff costs (directors’ remuneration included) 31,316 25,012<br />
Interest income (2,220) (1,359)<br />
Realised gain on disposal of short term listed<br />
investments (3,271) (604)
18 NOTES TO CONDENSED CONSOLIDATED<br />
FINANCIAL STATEMENTS<br />
5. Finance Costs<br />
For the six months ended<br />
30 June<br />
<strong>2005</strong> 2004<br />
(Unaudited) (Unaudited)<br />
HK$’000 HK$’000<br />
Interest on bank loans wholly repayable within five<br />
years 924 4,070<br />
Other finance costs:<br />
Provision for convertible bonds redemption<br />
premium 8,420 —<br />
9,344 4,070<br />
6. Tax<br />
For the six months ended<br />
30 June<br />
<strong>2005</strong> 2004<br />
(Unaudited) (Unaudited)<br />
HK$’000 HK$’000<br />
Group:<br />
Current — Hong Kong profits tax — —<br />
Current — PRC corporate income tax 8,646 5,511<br />
Deferred — —<br />
Total tax charge for the period 8,646 5,511<br />
The Group provides for tax on the basis of their income for financial reporting<br />
purposes, adjusted for income and expense items which are not assessable or<br />
deductible for income tax purposes.<br />
Hong Kong profits tax has not been provided as the Group did not generate any<br />
assessable profits in Hong Kong during the current interim period.<br />
According to the Income Tax Law of the PRC on Enterprises with Foreign<br />
Investment and Foreign Enterprises, Hainan White Horse Advertising <strong>Media</strong><br />
Investment Company Limited (‘‘WHA Joint Venture’’), a subsidiary of the Company<br />
establishedinHainanSpecialEconomicZone of the PRC, is subject to a corporate<br />
income tax at a rate of 15% on its assessable profits arising in the PRC for the<br />
current interim period.
CLEAR MEDIA INTERIM REPORT <strong>2005</strong><br />
19<br />
7. Earnings per Share<br />
The calculation of basic earnings per share is based on the profit attributable to<br />
equity holders of the parent of HK$35,366,000 (six months ended 30 June 2004<br />
(restated): HK$28,863,000) and the weighted average of 501,608,500 (six months<br />
ended 30 June 2004: 501,608,500) ordinary shares.<br />
The calculation of diluted earnings per share is based on the profit attributable to<br />
equity holders of the parent of HK$35,366,000 (six months ended 30 June 2004<br />
(restated): HK$28,863,000). The weighted average number of ordinary shares used in<br />
the calculation is the 501,608,500 (six months ended 30 June 2004: 501,608,500)<br />
ordinary shares, as used in the basic earnings per share calculation; and the weighted<br />
average of 11,594,646 (six months ended 30 June 2004: 11,003,463) ordinary shares<br />
assumed to have been issued at no consideration on the deemed exercise of all share<br />
options with dilutive effect during the period.<br />
In the current interim period, the effect of the Group arising from the exercise of the<br />
convertible bonds was anti-dilutive.<br />
8. Dividend<br />
The Board of Directors resolved not to pay interim dividend to shareholders in<br />
respect of the six months ended 30 June <strong>2005</strong> (six months ended 30 June 2004: Nil).<br />
9. Accounts Receivable<br />
An aged analysis of the accounts receivable as at 30 June <strong>2005</strong>, net of provision for<br />
impairment of accounts receivable, is as follows:<br />
30 June 31 December<br />
<strong>2005</strong> 2004<br />
(Unaudited) (Audited)<br />
HK$’000 HK$’000<br />
Current to 90 days 105,818 99,278<br />
91–180 days 34,660 50,702<br />
Over 180 days 75,495 45,245<br />
Total 215,973 195,225<br />
10. Prepayments, Deposits and Other Receivables<br />
A deposit of HK$100 million had been paid to the High Court in respect of the<br />
Advertasia litigation. This amount of money will remain at the High Court until the<br />
result of the appeal to the Court (see page 7 Contingent Liabilities section).
20 NOTES TO CONDENSED CONSOLIDATED<br />
FINANCIAL STATEMENTS<br />
11. Convertible Bonds<br />
On 25 October 2004, the Company issued HK$312,000,000 zero coupon convertible<br />
bonds due 2009, which were listed on the Stock Exchange. Each bond will, at the<br />
option of the holder, be convertible on and after 26 November 2004 up to and<br />
including 28 September 2009 into fully paid ordinary shares with a par value of<br />
HK$0.10 each of the Company at an initial conversion price of HK$9.585 per share.<br />
Unless previously redeemed, converted or purchased and cancelled, the bonds will be<br />
redeemed at 121.899% of their principal amount on 27 October 2009. The net<br />
proceeds from the issue of the bonds will be used for general corporate and working<br />
capital purposes, including financing possible strategic acquisitions.<br />
The fair value of the liability component of the convertible bonds, net of transaction<br />
costs, was determined, upon issuance, using the prevailing market interest rate for<br />
similar debt without a conversion option of 4.8% and is carried as a long term<br />
liability. The remainder of the proceeds was allocated to the conversion option that is<br />
recognised and included in shareholders’ equity.<br />
As at 30 June <strong>2005</strong>, none of the convertible bonds had been converted into ordinary<br />
shares of the Company.<br />
12. Share Capital<br />
30 June<br />
<strong>2005</strong><br />
(Unaudited)<br />
HK$’000<br />
31 December<br />
2004<br />
(Audited)<br />
HK$’000<br />
Authorised:<br />
700,000,000 ordinary shares of HK$0.10 each 70,000 70,000<br />
Issued and fully paid:<br />
501,608,500 ordinary shares of HK$0.10 each 50,161 50,161
CLEAR MEDIA INTERIM REPORT <strong>2005</strong><br />
21<br />
13. Reserves<br />
Share<br />
premium<br />
account<br />
(Unaudited)<br />
HK$’000<br />
Equity<br />
component<br />
of<br />
convertible<br />
bonds<br />
(Unaudited)<br />
HK$’000<br />
Contributed<br />
surplus<br />
(Unaudited)<br />
HK$’000<br />
Exchange<br />
fluctuation<br />
reserve<br />
(Unaudited)<br />
HK$’000<br />
Total other<br />
reserves<br />
(Unaudited)<br />
HK$’000<br />
Retained<br />
earnings<br />
(Unaudited)<br />
HK$’000<br />
At 1 January 2004<br />
As previously<br />
reported 644,427 — 351,007 (2,576) 992,858 245,354<br />
Prior period<br />
adjustments:<br />
(note 1 and 2)<br />
HKFRS 2<br />
Employee<br />
share option<br />
schemes 3,250 — — — 3,250 (3,250)<br />
As restated 647,677 — 351,007 (2,576) 996,108 242,104<br />
Employee share<br />
option schemes<br />
(as restated) 3,233 — — — 3,233 —<br />
Exchange<br />
realignment — — — 3,504 3,504 —<br />
Profit for the period<br />
(as restated) — — — — — 28,863<br />
Movement in<br />
current account<br />
with a minority<br />
shareholder — — — — — —<br />
At 30 June 2004<br />
and 1 July 2004<br />
(as restated) 650,910 — 351,007 928 1,002,845 270,967<br />
Employee share<br />
option schemes<br />
(as restated) 4,067 — — — 4,067 —<br />
Exchange<br />
realignment — — — (2,232) (2,232) —<br />
Profit for the period<br />
(as restated) — — — — — 58,965<br />
Movement in<br />
current account<br />
with a minority<br />
shareholder — — — — — —<br />
At 31 December<br />
2004 (as<br />
restated) 654,977 — 351,007 (1,304) 1,004,680 329,932
22 NOTES TO CONDENSED CONSOLIDATED<br />
FINANCIAL STATEMENTS<br />
13. Reserves (continued)<br />
Share<br />
premium<br />
account<br />
(Unaudited)<br />
HK$’000<br />
Equity<br />
component<br />
of<br />
convertible<br />
bonds<br />
(Unaudited)<br />
HK$’000<br />
Contributed<br />
surplus<br />
(Unaudited)<br />
HK$’000<br />
Exchange<br />
fluctuation<br />
reserve<br />
(Unaudited)<br />
HK$’000<br />
Total other<br />
reserves<br />
(Unaudited)<br />
HK$’000<br />
Retained<br />
earnings<br />
(Unaudited)<br />
HK$’000<br />
At 1 January <strong>2005</strong><br />
As previously<br />
reported 644,427 — 351,007 (1,304) 994,130 340,482<br />
Prior period<br />
adjustments:<br />
(note 1 and 2)<br />
HKFRS 2<br />
Employee<br />
share<br />
option<br />
schemes 10,550 — — — 10,550 (10,550)<br />
As restated, before<br />
opening<br />
adjustments 654,977 — 351,007 (1,304) 1,004,680 329,932<br />
Opening<br />
adjustments:<br />
(note 1 and 2)<br />
HKASs 32<br />
and 39<br />
Convertible<br />
bonds — 10,763 — — 10,763 —<br />
As restated, after<br />
opening<br />
adjustments 654,977 10,763 351,007 (1,304) 1,015,443 329,932<br />
Employee share<br />
option schemes 3,233 — — — 3,233 —<br />
Exchange<br />
realignment — — — (1,038) (1,038) —<br />
Profit for the<br />
period — — — — — 35,366<br />
Movement in<br />
current account<br />
with a minority<br />
shareholder — — — — — —<br />
At 30 June <strong>2005</strong> 658,210 10,763 351,007 (2,342) 1,017,638 365,298
CLEAR MEDIA INTERIM REPORT <strong>2005</strong><br />
23<br />
14. Related Party Transactions<br />
(a)<br />
Transactions with related parties<br />
For the six months<br />
ended 30 June<br />
<strong>2005</strong> 2004<br />
(Unaudited) (Unaudited)<br />
Notes HK$’000 HK$’000<br />
Agency commission paid to<br />
Guangdong White Horse<br />
Advertising Company Limited<br />
(‘‘GWH’’) (i) 1,625 306<br />
Sales to GWH (ii) 9,209 1,734<br />
Bus shelter maintenance and display<br />
fees (iii) 3,830 4,019<br />
Creative services fees payable to<br />
GWH (iv) 1,412 1,412<br />
(i)<br />
(ii)<br />
(iii)<br />
The agency commission paid to GWH was based on the standard<br />
percentage of gross rental revenue for outdoor advertising spaces<br />
payable to other major third party agencies used by the Group. On 11<br />
May 2004, the WHA Joint Venture entered into a framework<br />
agreement for a fixed term of three years, which formalised the terms<br />
and conditions in the advertising commission agreement between the<br />
two parties. GWH is a related party of the Company because of one of<br />
the directors of the Company, Mr. Han Zi Dian, is able to exercise<br />
influence over the management and day-to-day operations as director<br />
and general manager of GWH and controls the composition of a<br />
majority of the board of directors of GWH from an indirect interest of<br />
14.2% in GWH.<br />
The sales to GWH were made according to published prices and<br />
conditions similar to those offered to the major customers of the<br />
Group.<br />
Hainan White Horse Advertising <strong>Media</strong> Investment Company Limited<br />
(‘‘WHA Joint Venture’’) has entered into various agreements for the<br />
maintenance of bus shelters and the display of posters in the PRC with<br />
theWhiteHorseCompanies.WhiteHorseCompaniesareconsideredto<br />
be related parties of the Company due to the fact that one of the<br />
directors of the Company, Mr. Han Zi Dian, can exercise influence<br />
over the management of such White Horse Companies.
24 NOTES TO CONDENSED CONSOLIDATED<br />
FINANCIAL STATEMENTS<br />
14. Related Party Transactions (continued)<br />
(a)<br />
Transactions with related parties (continued)<br />
In order to comply with the continuing connected transactions<br />
provisions of the Listing Rules, the Maintenance Services Agreements<br />
were terminated on 11 May 2004. On the same day, WHA Joint<br />
Venture entered into new Maintenance Services Agreements with the<br />
said companies on substantially the same terms as the old agreements<br />
for a fixed term of three years.<br />
(iv) WHA Joint Venture entered into a creative services agreement on 23<br />
April2004withGWH,wherebyGWHagreedtoprovideposterdesign<br />
service, the design of sales, marketing materials and company profiles<br />
and other related creative services to the Group. These transactions<br />
were entered into on terms no less favourable than those available to or<br />
from independent third parties.<br />
(b)<br />
Outstanding balances with a related party<br />
30 June 31 December<br />
<strong>2005</strong> 2004<br />
(Unaudited) (Audited)<br />
HK$’000 HK$’000<br />
Due from GWH 19,560 19,807<br />
(c)<br />
Compensation of key management personnel of the Group<br />
30 June 30 June<br />
<strong>2005</strong> 2004<br />
(Unaudited) (Unaudited)<br />
HK$’000 HK$’000<br />
Short term employee benefits 5,553 4,664<br />
Share-based payments 1,658 1,658<br />
Total compensation paid to key<br />
management personnel 7,211 6,322
SUPPLEMENTARY INFORMATION<br />
25<br />
Directors’ and Chief Executive’s Interests and Short Positions in<br />
Shares<br />
At 20 July <strong>2005</strong>, the interests and short positions of the directors, the chief executive or<br />
their associates in the share capital of the Company or its associated corporations (within the<br />
meaning of Part XV of the Securities and Futures Ordinance (the ‘‘SFO’’)), as recorded in<br />
the register required to be kept by the Company pursuant to Section 352 of the SFO, or as<br />
otherwise notified to the Company and the Stock Exchange pursuant to the Model Code for<br />
Securities Transactions by Directors of Listed Issuers, were as follows:<br />
Long positions in ordinary shares of the Company as at 20 July <strong>2005</strong>:<br />
Name of director<br />
Directly<br />
beneficially<br />
owned<br />
Number of shares held, capacity and nature of interest<br />
Through<br />
spouse or<br />
minor<br />
children<br />
Through<br />
controlled<br />
corporation<br />
Beneficiary<br />
of a trust<br />
Total<br />
Percentage<br />
of the<br />
Company’s<br />
issued share<br />
capital<br />
Han Zi Jing — — 13,600,000 — 13,600,000 2.71%<br />
Note:<br />
The 13,600,000 shares are held by Outdoor <strong>Media</strong> China, Inc. (‘‘OMC’’), a company incorporated in<br />
Western Samoa of Offshore Chambers.<br />
As at 20 July <strong>2005</strong>, Mr. Han Zi Jing held approximately 98% of the issued share capital of<br />
Golden Profits Consultants Limited, which is the beneficial holder of 100% of the shares in<br />
OMC. The effective interest of Mr. Han Zi Jing in OMC is therefore 98%.<br />
Save as disclosed above, none of the directors and chief executive had registered an interest<br />
or short position in the shares, underlying shares of the Company or any of its associated<br />
corporations that was required to be recorded pursuant to Section 352 of the SFO, or as<br />
otherwise notified to the Company and the Stock Exchange pursuant to the Model Code for<br />
Securities Transactions by Directors of Listed Issuers.<br />
Directors’ Rights to Acquire Shares<br />
Apart from as disclosed under the headings ‘‘Directors’ and Chief Executive’s Interests and<br />
Short Positions in Shares’’ above and in the ‘‘Share Option Schemes’’ below, at no time<br />
during the interim period were rights to acquire benefits by means of the acquisition of<br />
shares in the Company granted to any director, or their respective spouse or minor children,<br />
or were any such rights exercised by them; nor was the Company, or any of its subsidiaries a<br />
party to any arrangement to enable the directors to acquire such rights in any other body<br />
corporate.
26 SUPPLEMENTARY INFORMATION<br />
Share Option Schemes<br />
The Company has in force a share option scheme (the ‘‘Scheme’’) for the purpose of<br />
providing incentives and rewards to eligible participants who contribute to the Group’s<br />
operations. Under the Scheme, the Directors may, at their discretion, invite any employees,<br />
Directors or consultants of any company in the Group to acquire options. The Scheme<br />
became effective on 28 November 2001 and, unless otherwise cancelled or amended, will<br />
remain in force for seven years from that date.<br />
The maximum number of shares in respect of which options may be granted under the<br />
Scheme and under any other share option scheme of the Company pursuant to which<br />
options may from time to time be granted to Directors, consultants, and/or employees of<br />
any company in the Group, shall initially not exceed 10% of the relevant class of securities<br />
of the Company in issue excluding, for this purpose, shares issued on the exercise of options<br />
under the Scheme and any other share option scheme of the Company. Upon the grant of<br />
options for shares up to 10% of the relevant class of securities of the Company and subject<br />
to the approval of the shareholders of the Company in general meetings, the maximum<br />
number of shares to be issued under this scheme when aggregated with securities to be<br />
issued under any other share option scheme of the Group, may be increased by the Board of<br />
Directors provided that the number of shares to be issued upon the exercise of all<br />
outstanding options does not exceed 30% of the relevant class of securities in issue from<br />
time to time.<br />
No option may be granted to any person such that the total number of shares issued and to<br />
be issued upon the exercise of options granted and to be granted to such person in any 12-<br />
month period up to the date of the latest grant exceeds 1% of the issued share capital of the<br />
Company from time to time.<br />
An option may be exercised in accordance with the terms of the Scheme at any time during<br />
the option period (and not more than seven years after the date of grant). The option period<br />
will be determined by the Board of Directors and communicated to each grantee. The Board<br />
of Directors may provide restrictions on the period during which the options may be<br />
exercised. There are no performance targetswhichmustbeachievedbeforeanyofthe<br />
options can be exercised except for the share options granted on 28 May 2003 and 19<br />
November 2003. For the share options granted on 28 May 2003 and 19 November 2003,<br />
the options will not become vested at the end of the third year after the grant date unless<br />
the Company has achieved an average annual earnings per share growth of 5% each year for<br />
the first three full financial years after the grant date. However, the Board of Directors<br />
retains discretion to accelerate the vesting of fixed term options in the event that certain<br />
performance targets are met.<br />
The subscription price for the Company’s shares under the Scheme will be a price<br />
determined by the Board of Directors and notified to each grantee. The subscription price<br />
willbethehighestof:(i)thenominalvalueofashare;(ii)theclosingpriceofthesharesas<br />
stated in the Stock Exchange’s daily quotationsheetonthedateofgrant,whichmustbea<br />
business day; and (iii) the average closing price of the shares as stated in the Stock<br />
Exchange’s daily quotation sheets for the five business days immediately preceding the date<br />
of grant. An option shall be deemed to have been granted and accepted by an eligible
CLEAR MEDIA INTERIM REPORT <strong>2005</strong><br />
27<br />
participant (as defined in the Scheme) and to have taken effect when the acceptance form as<br />
described in the Scheme is completed, signed andreturnedbythegranteewitharemittance<br />
in favour of the Company of HK$1.00 by way of consideration for the grant.<br />
As at 30 June <strong>2005</strong>, the number of shares issuable under share options granted under the<br />
Scheme was 24,016,000, which represented approximately 4.8% of the Company’s shares in<br />
issueasatthatdate.Themaximumnumberofshares issuable under share options may be<br />
granted to each eligible participant in the Scheme within any 12-month period up to the<br />
date of the latest grant, is limited to 1% of the shares of the Company in issue at any time.<br />
Any further grant of share options in excess of this limit is subject to shareholders’ approval<br />
in a general meeting.<br />
On 28 November 2001, the Company also adopted a pre-IPO share option scheme (the<br />
‘‘Pre-IPO share option scheme’’) conditionally as described in the Company’s prospectus<br />
dated 10 December 2001. The principal terms of the Pre-IPO share option scheme are<br />
substantially the same as the terms of the Scheme except that:<br />
(a) Employees, Directors and consultants of the Group who have contributed<br />
substantially to the growth of the Group and to the initial public offering or fulltime<br />
employees and directors of the Group are eligible to participate in the Pre-IPO<br />
share option scheme;<br />
(b)<br />
(c)<br />
The subscription price for the shares under the Pre-IPO share option scheme shall be<br />
equal to the offer price;<br />
The Pre-IPO share option scheme will remain in force for a period commencing on<br />
thedateonwhichthePre-IPOshareoptionschemeisconditionallyadoptedbythe<br />
shareholders of the Company and ending on the day immediately prior to 19<br />
December 2001, after which period no further options will be granted but in all<br />
other respects the provisions of the Pre-IPO share option scheme shall remain in full<br />
force and effect.<br />
As at 30 June <strong>2005</strong>, the number of shares issuable under share options granted under the<br />
Pre-IPO share option scheme was 18,034,000, which represented approximately 3.6% of the<br />
Company’ssharesinissueasatthatdate.The maximum number of shares issuable under<br />
share options to each eligible participant in the Pre-IPO share option scheme within any 12-<br />
month period is limited to 1% of the shares of the Company in issue at any time. Any<br />
further grant of share options in excess of this limit is subject to shareholders’ approval in a<br />
general meeting.
28 SUPPLEMENTARY INFORMATION<br />
The share options granted under the Pre-IPO share option scheme and the Scheme at the<br />
beginning of the year and during the period for a consideration of HK$1.00 per grant are<br />
set out below:<br />
Number of share options<br />
Price of<br />
the Company’s shares***<br />
At the<br />
Type of share<br />
beginning<br />
Granted<br />
Exercised<br />
Lapsed<br />
Cancelled<br />
At the end Date of grant<br />
Exercise<br />
At grant<br />
At exercise<br />
Name or category of<br />
option<br />
of the<br />
during the<br />
during the<br />
during the<br />
during the<br />
of the<br />
of share<br />
price per<br />
date of<br />
date of<br />
participant<br />
scheme<br />
period<br />
period<br />
period<br />
period<br />
period<br />
period<br />
options* Exercise period<br />
share**<br />
options<br />
options<br />
HK$ HK$ HK$<br />
Director<br />
Steven Yung<br />
Pre-IPO option 2,500,000 — — — — 2,500,000 28/11/2001 29/11/2004 to<br />
scheme<br />
28/11/2008<br />
The Scheme 1,250,000 — — — — 1,250,000 29/06/2002 30/6/<strong>2005</strong> to<br />
29/06/2009<br />
The Scheme 1,400,000 — — — — 1,400,000 28/05/2003 29/05/2006 to<br />
27/05/2010<br />
5.89 — —<br />
5.51 5.3 —<br />
3.51 3.5 —<br />
5,150,000 — — — — 5,150,000<br />
Peter Cosgrove<br />
Pre-IPO option 1,250,000 — — — — 1,215,000 28/11/2001 29/11/2004 to<br />
scheme<br />
28/11/2008<br />
The Scheme 625,000 — — — — 625,000 29/06/2002 30/6/<strong>2005</strong> to<br />
29/06/2009<br />
The Scheme 704,000 — — — — 704,000 28/05/2003 29/05/2006 to<br />
27/05/2010<br />
5.89 — —<br />
5.51 5.3 —<br />
3.51 3.5 —<br />
2,579,000 — — — — 2,579,000<br />
Han Zi Jing<br />
Pre-IPO option 3,334,000 — — — — 3,334,000 28/11/2001 29/11/2004 to<br />
scheme<br />
28/11/2008<br />
The Scheme 1,666,000 — — — — 1,666,000 29/06/2002 30/06/<strong>2005</strong> to<br />
29/06/2009<br />
The Scheme 1,900,000 — — — — 1,900,000 28/05/2003 29/05/2006 to<br />
27/05/2010<br />
The Scheme 1,000,000 — — — — 1,000,000 19/11/2003 20/11/2006 to<br />
19/11/2010<br />
5.89 — —<br />
5.51 5.3 —<br />
3.51 3.5 —<br />
5.35 5.35 —<br />
7,900,000 — — — — 7,900,000<br />
Teo Hong Kiong<br />
Pre-IPO option 1,200,000 — — — — 1,200,000 28/11/2001 29/11/2004 to<br />
scheme<br />
28/11/2008<br />
The Scheme 600,000 — — — — 600,000 29/06/2002 30/6/<strong>2005</strong> to<br />
29/06/2009<br />
The Scheme 670,000 — — — — 670,000 28/05/2003 29/05/2006 to<br />
27/05/2010<br />
5.89 — —<br />
5.51 5.3 —<br />
3.51 3.5 —<br />
2,470,000 — — — — 2,470,000<br />
Zou Nan Feng<br />
Pre-IPO option 800,000 — — — — 800,000 28/11/2001 29/11/2004 to<br />
scheme<br />
28/11/2008<br />
The Scheme 400,000 — — — — 400,000 29/06/2002 30/6/<strong>2005</strong> to<br />
29/06/2009<br />
The Scheme 666,000 — — — — 666,000 28/05/2003 29/05/2006 to<br />
27/05/2010<br />
5.89 — —<br />
5.51 5.3 —<br />
3.51 3.5 —<br />
1,866,000 — — — — 1,866,000<br />
Zhang Huai Jun<br />
Pre-IPO option 350,000 — — — — 350,000 28/11/2001 29/11/2004 to<br />
scheme<br />
28/11/2008<br />
The Scheme 175,000 — — — — 175,000 29/06/2002 30/6/<strong>2005</strong> to<br />
29/06/2009<br />
The Scheme 666,000 — — — — 666,000 28/05/2003 29/05/2006 to<br />
27/05/2010<br />
5.89 — —<br />
5.51 5.3 —<br />
3.51 3.5 —<br />
1,191,000 — — — — 1,191,000<br />
Others<br />
Members of senior<br />
management and<br />
other employees of<br />
the Group<br />
Pre-IPO option 8,600,000 — — — — 8,600,000 28/11/2001 29/11/2004 to<br />
scheme<br />
28/11/2008<br />
The Scheme 4,300,000 — — — — 4,300,000 29/06/2002 30/06/<strong>2005</strong> to<br />
29/06/2009<br />
The Scheme 5,994,000 — — — — 5,994,000 28/05/2003 29/05/2006 to<br />
27/05/2010<br />
The Scheme 2,000,000 — — — — 2,000,000 19/11/2003 20/11/2006 to<br />
19/11/2010<br />
5.89 — —<br />
5.51 5.3 —<br />
3.51 3.5 —<br />
5.35 5.35 —<br />
20,894,000 — — — — 20,894,000<br />
In aggregate<br />
Pre-IPO option 18,034,000 — — — — 18,034,000<br />
scheme<br />
The Scheme 9,016,000 — — — — 9,016,000<br />
The Scheme 12,000,000 — — — — 12,000,000<br />
The Scheme 3,000,000 — — — — 3,000,000<br />
42,050,000 — — — — 42,050,000
CLEAR MEDIA INTERIM REPORT <strong>2005</strong><br />
29<br />
* The vesting period of the share options is from the date of the grant until the commencement of<br />
the exercise period except:<br />
(i)<br />
(ii)<br />
For the share options granted under the Pre-IPO share option scheme, 33.3% of the<br />
options granted will vest at the end of the first full financial year (the ‘‘Period’’) after the<br />
grant date if the Company achieves a compounded 20% growth in its earnings before<br />
interest, tax, depreciation, and amortisation (the ‘‘EBITDA’’) during the Period. The<br />
remaining 66.7% of the options granted will vest at the end of the second full financial<br />
year after the grant date if the Company achieves a compounded annual growth rate of<br />
20% in its EBITDA during the first two full financial years after the grant date.<br />
For the share options granted on 28 May 2003 and 19 November 2003, the options will<br />
not become vested at the end of the third year after the grant date unless the Company<br />
has achieved an average annual earnings per share growth of 5% each year for the first<br />
three full financial years after the grant date.<br />
** The exercise price of the share options is subject to adjustment in the case of rights or bonus<br />
issues, or other similar changes in the Company’s share capital.<br />
*** The price of the Company’s shares disclosed as at the date of the grant of the share options is the<br />
Stock Exchange closing price on the trading day immediately prior to the date of the grant of the<br />
options. The price of the Company’s shares disclosed as at the date of the exercise of the share<br />
options is the weighted average of the Stock Exchange closing prices over all of the exercises of<br />
options within the disclosure line.<br />
The share option expenses recognised in the condensed consolidated income statement for<br />
employee services received during the period is HK$3,233,000 (six months ended 30 June<br />
2004: HK$3,233,000 (restated)<br />
During the interim period, no share options were granted by the Company.<br />
Apart from the foregoing, at no time during the interim period ended 30 June <strong>2005</strong> was the<br />
Company, or any of its subsidiaries, a party to any arrangement to enable the directors or<br />
any of their respective spouse or minor children to acquire benefits by means of the<br />
acquisition of shares in or debentures of the Company or any other body corporate.<br />
Substantial Shareholder<br />
The Company was informed on 19 July <strong>2005</strong> by <strong>Clear</strong> Channel Communications, Inc<br />
(CCU) through its non-wholly owned subsidiary CCKNR, has increased its shareholdings in<br />
<strong>Clear</strong> <strong>Media</strong> through the purchase of shares in the market in April and July <strong>2005</strong>.<br />
Subsequent to the share purchase, CCU’s stake in <strong>Clear</strong> <strong>Media</strong> increased from 48.1% to<br />
50.02%.<br />
Corporate Governance<br />
The Board is committed to the principles of corporate governance for a transparent,<br />
responsible and value-driven management that is focused on enhancing shareholders’ value.<br />
In order to reinforce independence, accountability and responsibility, the role of the <strong>Clear</strong>
30 SUPPLEMENTARY INFORMATION<br />
<strong>Media</strong>’s Chairman is separate from that of <strong>Clear</strong> <strong>Media</strong>’s CEO. The Board has established<br />
an Audit Committee, a Remuneration Committee and a Nomination Committee with<br />
defined terms of reference.<br />
Corporate governance practices adopted by the Group during the six month period ended 30<br />
June <strong>2005</strong> are in line with the code provisions set out in Code on Corporate Governance<br />
Practices, Appendix 14 to the Rules Governing the Listing of Securities on the Stock<br />
Exchange of Hong Kong Limited (the ‘‘Listing Rules’’).<br />
Audit Committee<br />
The Audit Committee is comprised of a majority of independent non-executive directors<br />
with substantial expertise in finance as well as relevant market experience. The Committee<br />
has reviewed the audit findings, the accounting policies and practices adopted by the Group,<br />
and has also discussed and approved auditing, internal controls, risk management and<br />
financial reporting matters, including the unaudited interim financial statements for the six<br />
month period ended 30 June <strong>2005</strong>.<br />
Compliance with the Code of Corporate Governance Practices<br />
None of the Directors are aware of any information that would reasonably indicate that<br />
<strong>Clear</strong> <strong>Media</strong> is not, or was not for any part of the six month period ended 30 June <strong>2005</strong>, in<br />
compliance with the code provisions set out in the Code on Corporate Governance<br />
Practices, Appendix 14 to the Listing Rules.<br />
Compliance with Model Code of Appendix 10 of the Listing Rules<br />
The Directors confirm that the Model Code regarding directors’ securities transactions has<br />
been adopted, and all Directors have confirmed their compliance during the six months<br />
period under review.<br />
Purchase, Sales and Redemption of the Company’s Listed Securities<br />
<strong>Clear</strong> <strong>Media</strong> has not redeemed any of its listed securities during this interim period. Neither<br />
the <strong>Clear</strong> <strong>Media</strong> nor any of its subsidiaries has purchased or sold any of the listed securities<br />
during the said period.<br />
Investor Relations and Communications<br />
The Group has maintained communications with institutional investors and analysts through<br />
regular meetings, investment conferences and electronic newsletters. The Group also<br />
maintains an investor relations website (www.clear-media.net) to disseminate information to<br />
investors and shareholders on a timely basis.
CLEAR MEDIA INTERIM REPORT <strong>2005</strong><br />
31<br />
Publication of Detailed Results Announcement on the Stock<br />
Exchange’s Website<br />
<strong>Clear</strong> <strong>Media</strong> will submit to The Stock Exchange of Hong Kong Limited (‘‘HKEX’’) on or<br />
before 15 September <strong>2005</strong> a compact disc containing all the information required by<br />
paragraphs 46(1) to (9) (both paragraphs inclusive) of Appendix 16 to the Listing Rules for<br />
uploading onto HKEX’s website (www.hkex.com.hk).<br />
1 September <strong>2005</strong><br />
By Order of the Board<br />
<strong>Clear</strong> <strong>Media</strong> Limited<br />
Steven Yung<br />
Chairman
32 FACTSHEET AT A GLANCE<br />
Shareholder Information with 10% or more shareholding<br />
as at 20 July <strong>2005</strong><br />
— <strong>Clear</strong> Channel Outdoor, Inc. 50.02%<br />
— The Public 37.35%<br />
— The Capital Group Companies, Inc. 12.63%<br />
Nominal Value:<br />
Listing:<br />
HK$0.1 per share<br />
Main Board of<br />
The Stock Exchange of<br />
Hong Kong Limited<br />
Listing Date: 19 December 2001<br />
Ordinary Shares:<br />
— Shares outstanding as at 30 June <strong>2005</strong> 501,608,500 shares<br />
Market Capitalization:<br />
— as at HK$6.75 per share (based on closing price on 30<br />
June <strong>2005</strong>)<br />
HK$3.4 billion<br />
Stock Code:<br />
— Hong Kong Stock Exchange 100<br />
— Reuters 0100.HK<br />
— Bloomberg 100 HK<br />
Financial Year End:<br />
31 December
CORPORATE INFORMATION<br />
33<br />
Business Area<br />
Directors<br />
Company Secretary<br />
: Outdoor <strong>Media</strong><br />
: Steven Yung<br />
Han Zi Jing<br />
Teo Hong Kiong<br />
Zou Nan Feng<br />
Roger Parry (Non-Executive Director)<br />
Peter Cosgrove (Non-Executive Director)<br />
Mark Mays (Non-Executive Director)<br />
Han Zi Dian (Non-Executive Director)<br />
Jonathan Bevan (Non-Executive Director)<br />
Desmond Murray (Independent Non-Executive Director)<br />
Leonie Ki Man Fung (Independent Non-Executive Director)<br />
Wang Shou Zhi (Independent Non-Executive Director)<br />
Zhang Huai Jun (alternate to Han Zi Dian)<br />
Lenna Chin (alternate to Mark Mays)<br />
Tim Maunder (alternate to Roger Parry)<br />
: Gary Ng<br />
Head Office : Room 3205<br />
32/F Windsor House<br />
311 Gloucester Road<br />
Causeway Bay<br />
Hong Kong<br />
Registered Office<br />
Legal Advisors<br />
: Clarendon House<br />
2 Church Street<br />
Hamilton HM 11<br />
Bermuda<br />
: Hong Kong and United States Law<br />
Freshfields Bruckhaus Deringer<br />
PRC Law<br />
King & Wood PRC Lawyers<br />
Bermuda Law<br />
Conyers Dill & Pearman<br />
Auditors<br />
Principal Banker<br />
: Ernst & Young<br />
: Shanghai Pudong Development Bank
34 CORPORATE INFORMATION<br />
Principal Share Registrar<br />
Hong Kong Share Registrar<br />
Authorized Representatives<br />
Investor Relations Contact<br />
PR Consultant<br />
Corporate Website<br />
: Butterfield Corporate Services Limited<br />
11 Rosebank Centre<br />
Bermudiana Road<br />
Hamilton Bermuda<br />
: Tengis Limited<br />
G/F Bank of East Asia<br />
Harbour View Center<br />
56 Gloucester Road<br />
Wanchai<br />
Hong Kong<br />
: Steven Yung<br />
Gary Ng<br />
: Gary Ng<br />
: iPR ASIA LTD<br />
: www.clear-media.net