UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F/A

Amendment No. 1 

(Mark One)

 

¨

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the fiscal year ended December 31, 2015.
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the transition period from            to           .
OR
¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
  Date of event requiring this shell company report           

 

Commission file number: 001-34988

 

SKY-MOBI LIMITED

(Exact name of Registrant as specified in its charter)

 

N/A
(Translation of Registrant’s name into English)

 

Cayman Islands
(Jurisdiction of incorporation or organization)

 

10/F, Building B, United Mansion
No. 2 Zijinghua Road, Hangzhou
Zhejiang 310013
People’s Republic of China
(Address of principal executive offices)

 

Fischer Xiaodong Chen, Chief Financial Officer
Tel: +(86) 571-8777-0978
E-mail: ir@sky-mobi.com
Facsimile number: +(86) 571-8775-8616
10/F, Building B, United Mansion
No. 2, Zijinghua Road, Hangzhou
Zhejiang 310013
People’s Republic of China
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

 

 

 

Securities registered or to be registered pursuant to Section 12(b) of the Act.

 

Title of Each Class   Name of Each Exchange on Which Registered
American Depositary Shares, each representing eight
common shares of par value US$0.00005 per share
  NASDAQ Global Market

 

Securities registered or to be registered pursuant to Section 12(g) of the Act.

 

NONE
(Title of Class)

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

 

NONE
(Title of Class)

 

 

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

 

225,845,686 common shares of par value US$0.00005 per share, as of December 31, 2015.

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes     x   No

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ¨ Yes     x   No

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes     ¨   No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ¨ Yes     ¨   No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

 

¨  Large accelerated filer            ¨  Accelerated filer           x   Non-accelerated filer

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

¨ U.S. GAAP

 

x International Financial Reporting Standards as issued by the International Accounting Standards Board

 

¨ Other

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.  ¨   Item 17     ¨   Item 18

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  ¨   Yes      x  No

 

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.  ¨   Yes     ¨   No

 

 

 

 

TABLE OF CONTENTS

 

     
PART III   1
     
ITEM 17. FINANCIAL STATEMENTS 1
     
ITEM 18. FINANCIAL STATEMENTS 1
     
ITEM 19. EXHIBITS 1

 

  ii  

 

 

Amendment No.1

Explanatory Note

 

Sky-Mobi Limited (the “Company”) is filing this Form 20-F/A to include in our Annual Report on Form 20-F for the year ended December 31, 2015 (the “Annual Report”), pursuant to Rule 3-09 of Regulation S-X under the Securities Exchange Act of 1934, as amended, financial statements and accompanying notes of Shanghai Mihoyo Network Technology Co., Ltd. and its subsidiaries (collectively, “Mihoyo”). As of December 31, 2013 and 2014 and August 31, 2015, the Company held a 15% equity interest in Mihoyo. On September 1, 2015, the Company lost significant influence over Mihoyo’s financial and operational policies after its re-organization and its investment in Mihoyo has been classified as available-for-sale investment based on the carrying value of the investment since then.

 

Rule 3-09 of Regulation S-X provides that if a 50%-or-less-owned person accounted for by the equity method meets the first or third condition of the significant subsidiary tests set forth in Rule 1-02(w) of Regulation S-X, substituting 20% for 10%, separate financial statements for such 50%-or-less-owned person shall be filed. As Mihoyo met such test as of and for the eight months ended August 31, 2015, the Company has included in this Form 20-F/A the financial statements as of and for the eight months ended August 31, 2015. Items 17, 18 and 19 included in the Annual Report are the only portion of the Annual Report being supplemented or amended by this Form 20-F/A.

 

This Form 20-F/A does not change any other information set forth in the Annual Report filed by the Company for the year ended December 31, 2015.

 

In connection with the filing of this Form 20-F/A and pursuant to rules of the Securities and Exchange Commission (the “SEC”), the Company is including currently dated certifications required by Rules 13a-14(a) and 13a-14(b). Item 19 is also being amended by this Form 20-F/A to file the consent of the independent auditors related to their opinions contained in this Form 20-F/A. This Form 20-F/A does not otherwise update any exhibits as originally filed and does not otherwise reflect events occurring after the original filing date of the Annual Report. Accordingly, this Form 20-F/A should be read in conjunction with any of our filings with the SEC subsequent to the original filing of the Annual Report.

 

PART III

 

ITEM 17. FINANCIAL STATEMENTS

 

We have elected to provide financial statements pursuant to Item 18.

 

ITEM 18. FINANCIAL STATEMENTS

 

Please see the financial statements as of and for the eight months ended August 31, 2015 of Mihoyo beginning on page F-1 of this Form 20-F/A. Mihoyo constituted a significant subsidiary for the eight months ended August 31, 2015 under IFRS.

 

ITEM 19. EXHIBITS

 

Item 19 of our Annual Report on Form 20-F for the year ended December 31, 2015, filed on April 29, 2016, is amended by the addition of the following exhibits:

 

Exhibit
Number
  Description of Document
     
12.1*   CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
12.2*   CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
13.1**   CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
13.2**   CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
15.4*   Consent of Deloitte Touche Tohmatsu Certified Public Accountants LLP
     

 

* Filed with this annual report on Form 20-F.
** Furnished with this annual report on Form 20-F.

 

  1  
 

 

SIGNATURES

 

The registrant hereby certifies that it meets all of the requirements for filing its annual report on Form 20-F and that it has duly caused and authorized the undersigned to sign this Amendment No. 1 to the annual report on its behalf.

 

  SKY-MOBI LIMITED
     
  By: /s/ Michael Tao Song
    Name: Michael Tao Song
    Title: Chairman and Chief Executive Officer

 

Date: June 30, 2016

 

 

 

 

SHANGHAI MIHOYO NETWORK TECHNOLOGY CO., LTD.

 

INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

  PAGE(S)
   
Independent Auditors' Report F- 2
Consolidated Statement of Profit or Loss and Other Comprehensive Income for the Year Ended December 31, 2013 and 2014 and Eight-month period ended August 31, 2015 F-3
Consolidated Statement of Financial Position as of December 31, 2013 and 2014 and August 31, 2015 F-4
Consolidated Statement of Changes in Equity for the Year Ended December 31, 2013 and 2014 and Eight-month Period ended August 31, 2015 F-5
Consolidated Statement of Cash Flows for the Year Ended December 31, 2013 and 2014 and Eight-month period ended August 31, 2015 F-6
Notes to the Consolidated Financial Statements F-7-F-26

 

  F- 1  

 

 

INDEPENDENT AUDITORS' REPORT

 

To the Board of Directors and Shareholders of Shanghai Mihoyo Network Technology Co., Ltd.

 

We have audited the accompanying consolidated statement of financial position of Shanghai Mihoyo Network Technology Co., Ltd. and its subsidiaries (collectively the “Group”) as of August 31, 2015, and the related consolidated statement of profit and loss and comprehensive income, changes in equity, and cash flow for the eight-month period then ended, and the related notes to the consolidated financial statements.

 

Management's Responsibility for the Consolidated Financial Statements

 

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards (“IFRSs”) as issued by the International Accounting Standards Board ("IASB"); this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

 

Auditors' Responsibility

 

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Group’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

Opinion

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Group as of August 31, 2015, and the results of its operations and its cash flow for the eight-month period then ended in accordance with IFRSs.

 

/s/ Deloitte Touche Tohmatsu Certified Public Accountants LLP

 

Shanghai, China

 

June 30, 2016

 

  F- 2  

 

 

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

 

        Year Ended     Year Ended     Eight months
Ended
 
        December 31     December 31     August 31  
    NOTES   2013     2014     2015  
        RMB’000     RMB’000     RMB’000  
        (Unaudited)     (Unaudited)     (Note 2)  
Revenues   6     1,304       113,033       111,055  
Cost of revenues         (47 )     (19,222 )     (7,934 )
Gross profit         1,257       93,811       103,121  
Research and development expenses         (926 )     (9,101 )     (9,986 )
Sales and marketing expenses         -       (4,723 )     (5,039 )
General and administration expenses         (64 )     (2,928 )     (4,500 )
Other income and expense   7     -       (28 )     5,877  
Profit from operations         267       77,031       89,473  
Other gains and losses   8     17       323       2,755  
Profit before tax   9     284       77,354       92,228  
Income tax expense   10     -       -       -  
Profit and total comprehensive income for the year/period         284       77,354       92,228  
Profit and total comprehensive income attributable to:                            
Owners of the Company         284       77,354       92,228  

 

  F- 3  

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 

        December 31     December 31     August 31  
    NOTES   2013     2014     2015  
        RMB’000     RMB’000     RMB’000  
        (Unaudited)     (Unaudited)     (Note 2)  
ASSETS                            
Current assets                            
Cash and cash equivalents         501       57,484       93,919  
Term deposit         516       1,548       29,593  
Trade and other receivables   12     75       16,138       36,039  
Amounts due from related party   15     -       -       7,661  
Tax recoverable   10     -       5,970       -  
Available-for-sale financial assets at fair value         -       -       4,000  
Total current assets         1,092       81,140       171,212  
Non-current assets                            
Property and equipment   13     63       1,076       1,442  
Other non-current assets         -       30       21  
Total non-current assets         63       1,106       1,463  
Total assets         1,155       82,246       172,675  
                             
EQUITY AND LIABILITIES                            
Current liabilities                            
Trade and other payables   14     71       7,716       10,634  
Amounts due to related party   15     100       -       -  
Dividend payable         -       -       40,000  
Deferred revenue         -       2,438       2,394  
Total current liabilities         171       10,154       53,028  
Non-current liabilities                            
Deferred revenue         -       3,754       2,151  
Total non-current liabilities         -       3,754       2,151  
Total liabilities         171       13,908       55,179  
Equity                            
Paid-in capital         1,070       1,070       10,000  
Share premium         30       30       30  
Reserve         -       5,000       5,000  
(Accumulated deficit) retained earnings         (116 )     62,238       102,466  
Equity attributable to owners of the Company         984       68,338       117,496  
Total equity         984       68,338       117,496  
Total equity and liabilities         1,155       82,246       172,675  

 

  F- 4  

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 

                            Total equity  
                      (Accumulated     attributable to  
    Paid-in     Share           deficit) retained     owners of  
    capital     premium     Reserve (Note)     earnings     the Company  
    RMB’000     RMB’000     RMB’000     RMB’000     RMB’000  
                               
Balance at January 1, 2013 (unaudited)     1,070       30       -       (400 )     700  
Profit and total comprehensive income for the year (unaudited)     -       -       -       284       284  
Balance at December 31, 2013 (unaudited)     1,070       30       -       (116 )     984  
Profit and total comprehensive income for the year (unaudited)     -       -       -       77,354       77,354  
Appropriation of statutory reserve (unaudited)     -       -       5,000       (5,000 )     -  
Payment of dividends (unaudited)     -       -       -       (10,000 )     (10,000 )
Balance at December 31, 2014 (unaudited)     1,070       30       5,000       62,238       68,338  
Profit and total comprehensive income for the period     -       -       -       92,228       92,228  
Capital injection     8,930       -       -       -       8,930  
Payment of dividends     -       -       -       (52,000 )     (52,000 )
Balance at August 31, 2015 (Note 2)     10,000       30       5,000       102,466       117,496  

 

Note: According to PRC law, the subsidiary is required to set aside 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital.

 

  F- 5  

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS

 

    Year Ended     Year Ended     Eight months
Ended
 
    December 31     December 31     August 31  
    2013     2014     2015  
    RMB’000     RMB’000     RMB’000  
    (Unaudited)     (Unaudited)     (Note 2)  
Operating activities                        
Profit before tax     284       77,354       92,228  
Adjustments for:                        
Depreciation     17       143       347  
Loss on disposal of property and equipment     -       28       -  
Gain from available-for-sale financial assets     -       -       (419 )
Increase in trade and other receivables     (54 )     (16,074 )     (20,436 )
Increase in amounts due from related party     -       -       (7,661 )
(Increase) decrease in tax recoverable     -       (5,970 )     5,970  
Increase in trade and other payables     70       7,645       2,917  
Increase (decrease) in deferred revenue     -       6,192       (1,647 )
Cash generated from operations     317       69,318       71,299  
Net cash from operating activities     317       69,318       71,299  
                         
Investing activities                        
Purchases of property and equipment and other long-term assets     (50 )     (1,223 )     (713 )
Placements of term deposit     (16 )     (1,032 )     (58,045 )
Withdrawal of term deposit     -       -       30,000  
Purchases of available-for-sale investments     -       -       (43,000 )
Redemption of available-for-sale investments     -       -       39,419  
Net cash used in investing activities     (66 )     (2,255 )     (32,339 )
                         
Financing activities                        
Repayment of  amounts due to related party     -       (100 )     -  
Capital injection             -       8,930  
Payment of dividends     -       (10,000 )     (12,000 )
Net cash used in financing activities     -       (10,100 )     (3,070 )
                         
Net increase in cash and cash equivalents     251       56,963       35,890  
Cash and cash equivalents at beginning of year/period     250       501       57,484  
Effect of foreign exchange rate changes on the balance of cash held in foreign currencies     -       20       545  
Cash and cash equivalents at end of year/period     501       57,484       93,919  
                         
Supplemental information of non-cash transaction:                        
Dividend payable to shareholders     -       -       40,000  

 

  F- 6  

 

    

SHANGHAI MIHOYO NETWORK TECHNOLOGY CO., LTD.

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

1. ORGANIZATION AND PRINCIPAL ACTIVITIES

 

Shanghai Mihoyo Network Technology Co., Ltd. (the “Company”) was incorporated in Shanghai, the People’s Republic of China (the “PRC”) as a company with limited liability under the laws of the PRC on February 13, 2012. The Company through its subsidiaries (collectively referred to as the “Group”) is principally engaged in the developing and operating innovative and high quality animation, comic, game (ACG) for smartphones.

 

The consolidated financial statements of the Group are presented in Renminbi (“RMB”), which is the functional currency of the Company.

 

The Company has two wholly-owned subsidiaries as of August 31, 2015. Mihoyo Technology (Shanghai) Co., Ltd was established in Shanghai on July 9, 2014 and Mihoyo Entertainment Limited was established in Hong Kong on August 4, 2015. These companies conduct mobile game related business.

 

2. FIRST-TIME ADOPTION OF INTERNATIONAL FINANCIAL REPORTING STANDARDS ("IFRSs")

 

The Company adopts January 1, 2013 as the date of transition to IFRSs. Previously, the Group prepared its annual consolidated financial statements in accordance with Accounting Standards for Business Enterprises (“PRC GAAP”).

 

IFRS 1 requires retrospective application for all IFRS standards effective at the reporting date except for certain mandatory exceptions and optional exemptions from retrospective application.

 

The Group retrospectively apply those accounting policies in its opening IFRS statement of financial position and throughout all periods presented in its first IFRS financial statements.

 

The first-time adoption of IFRSs has had no material impact on the Group’s consolidated statement of financial position consolidated statement of profit or loss and other comprehensive income and consolidated statement of cash flows.

 

There is no difference in equity nor total comprehensive income, between the amounts reported in PRC GAAP and the amounts reported in IFRSs at the date of transition to IFRSs, at August 31, 2015 or during the eight months ended August 31, 2015, whichever applicable. Accordingly, no reconciliation of equity nor total comprehensive income is presented.

 

The Company was restructured to a joint stock company from September 1, 2015 for its domestic listing purpose. From September 1, 2015, one investor of the Company, Hangzhou Miyi Technologies Co., Ltd (subsidiary of Sky-mobi Limited, or Sky-Mobi), lost the significant influence over the Company. The consolidated financial statements of the Company is presented as of August 31, 2015 and for the period then ended pursuant to the SEC Rule 3-09 of Regulation S-X, which requires Sky-mobi to file separate annual financial statements for its equity- method investee that trips certain significant tests. Since the Company ceased to be an associate of Sky-Mobi From September 1, 2015, this financial statements only cover the period from January 1, 2015 to August 31, 2015 and amounts presented in the financial statements are not entirely comparable.

 

3. SIGNIFICANT ACCOUNTING POLICIES

 

Statement of compliance

 

The Group’s consolidated financial statements comply with IFRSs as issued by the IASB.

 

  F- 7  

 

   

Basis of preparation

 

The Group’s consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments, which are measured at fair value as explained in the accounting policies set out below. Historical cost is generally based on fair value of the consideration given in exchange of assets, goods or services.

 

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Group takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these consolidated financial statements are determined on such a basis, except for leasing transactions that are within the scope of IAS 17 Leases , and measurements that have some similarities to fair value but are not fair value, such as value in use in IAS 36 Impairment of Assets .

 

In addition, for financial reporting purposes, fair value measurements are categorized into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

 

· Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;
· Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and
· Level 3 inputs are unobservable inputs for asset or liability.

 

The principal accounting policies are set out below.

 

Basis of consolidation

 

The consolidated financial statements incorporate the financial statements of the Company and its subsidiaries. Control is achieved where the Company:

 

· has power over the investee;
· is exposed, or has rights, to variable returns from its involvement with the investee; and
· has the ability to use its power to affect its returns.

 

The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

 

Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year/period are included in the consolidated statements of profit or loss and other comprehensive income from the date the Group gains control until the date when the Group ceased to control the subsidiary.

 

All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

 

  F- 8  

 

  

Revenue recognition

 

Revenue is recognised when it is probable that the economic benefits will flow to the Group, the revenue can be measured reliably and collectability is reasonably assured.

 

Mobile Game Revenues

 

(i) Self-operation

 

The Group primarily operates self-developed mobile games and generates mobile game revenues from the sale of in-game premium features of mobile phone games that are operated under the free-for-trial model. The Group sells in-game currency, which will be later used by game players to purchase in-game premium features and recorded as deferred revenue at first. The in-game premium features, including skills, privileges or other in-game consumables, features or functionality are consumed immediately by the game players in the games. The Group records revenue generated from mobile games once the in-game premium features are consumed, on a gross basis, as the Group is acting as the principal to fulfill all obligations related to the mobile game operation.

 

(ii) Cooperation

 

The Group also generates revenues from cooperating with other mobile games operators, who will operate the games of the Group on third-party’s game platform or third-party app stores. Other mobile games operators pay fixed license fees to the Group to obtain licenses to publish and operate the games of the Group in limited years, and will share certain percentage of the revenue generated from game players with the Group. The license fees received will be recorded as deferred revenue and recognized into revenue within the contract period on a straight-line basis. The Group records revenues shared by other mobile operators upon receipt of monthly statements from these game operators when collectability is reasonably assured.

 

Promotion revenues

 

The Group allows content providers and service providers to sell their mobile applications and other contents to mobile users through its website or games, for which the Group charges a commission based on a percentage of the revenue earned from those applications or number of active users. The Group records such promotion revenue upon receipt of monthly statements from the content providers and service providers when collectability is reasonably assured.

 

Cost of revenues

 

Cost of revenues primarily consists of (i) fees paid to distribution channels, (ii) fees paid to payment channels, (iii) fees paid to third-party service providers. Cost of revenues also includes staff salaries, utilities, infrastructure maintenance fees, and operating expenses directly related to the operation of the mobile game platforms.

 

Leases

 

Leases are classified as operating leases unless the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee, which would be classified as finance leases.

 

The Group as lessee

 

Operating lease payments are recognized as expenses on a straight-line basis over the lease term.

 

  F- 9  

 

  

Foreign currencies

 

In preparing the financial statements of each individual group entity, transactions in currencies other than the functional currency, which is the currency of the primary economic environment in which the entity operates, are recorded in the respective entities’ functional currency at the rates of exchange prevailing on the dates of the transactions. At the end of the reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

 

Exchange differences arising from the settlement of monetary items, and the retranslation of monetary items are recognized in profit or loss in the period in which they arise.

 

Government grants

 

Government grants are not recognized until there is reasonable assurance that the Group will comply with the conditions attaching to them and that the grants will be received.

 

Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are recognized in profit or loss in the period in which they become receivable.

 

Employee benefits

 

Payments to defined contribution retirement benefit plan are recognised as an expense when employees has rendered service entitle them to contributions. A liability is recognised for benefits accruing to employees in respect of wages, salaries and annual leave in the period the related service is rendered at the undiscounted amount of the benefits to be paid in exchange for the service.

 

Taxation

 

Income tax expense represents the sum of the tax currently payable and deferred tax.

 

The tax currently payable is based on taxable profit for the year/period. Taxable profit differs from profit before tax as reported in the consolidated statement of profit or loss and other comprehensive income because of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

 

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized. Such deferred tax assets and liabilities are not recognized if the temporary difference arises from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

 

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

 

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

 

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset is realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

 

  F- 10  

 

  

Current and deferred tax are recognized in profit or loss.

 

Research and development expenses

 

Expenditure on research activities is recognized as an expense in the period in which it is incurred. An internally-generated intangible asset arising from development (or from the development phase of an internal project), is recognized if all of the following have been demonstrated:

  

the technical feasibility of completing the intangible asset so that it will be available for use or sale;

 

the intention to complete the intangible asset and use or sell it;

 

the ability to use or sell the intangible asset;

 

how the intangible asset will generate probable future economic benefits;

 

the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and

 

the ability to measure reliably the expenditure attributable to the intangible asset during its development.

 

The amount initially recognized for an internally-generated intangible asset is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above.

 

Subsequent to initial recognition, an internally-generated intangible asset is measured at cost less accumulated amortization and accumulated impairment losses (if any), on the same basis as intangible assets acquired separately.

 

The Group currently expenses internal and external development costs incurred as all current development costs do not fulfill the above conditions.

 

Property and equipment

 

Property and equipment are stated in the consolidated statement of financial position at cost less subsequent accumulated depreciation and accumulated impairment losses, if any.

 

Depreciation is computed on a straight-line basis over the following estimated useful lives:

 

Electronic equipment   3 years
Office equipment   5 years
Leasehold improvements   the shorter of the lease term or 3 years

 

The useful lives of the property and equipment are evaluated annually. An item of property and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on derecognition of the asset is included in profit or loss in the period in which the item is derecognized.

 

  F- 11  

 

 

 

Impairment of tangible assets

 

At the end of the reporting period, the Group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indicator exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss, if any. Recoverable amount is defined as the higher of an asset’s fair value less costs of disposal and its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognized as an expense immediately.

 

When an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

 

Cash and cash equivalents/Term deposits

 

Cash and cash equivalents include cash on hand and in banks and other short-term highly liquid investments with original maturities of three months or less which are not restricted as to use. Term deposits represent bank deposits with original maturities of over three months but equal or less than one year when purchased. Such deposits are available for general use by the Company, which are unrestricted as to withdraw and use.

 

Financial instruments

 

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities, other than financial assets or financial liabilities at fair value through profit or loss, are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.

 

Financial assets

 

The Group’s financial assets are classified into loans and receivables and available-for-sale financial assets. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition.

 

Loans and receivables

 

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loans and receivables (including cash and cash equivalent, term deposit, trade and other receivables(excluding prepayments) and amounts due from related parties), are carried at amortised cost using the effective interest method, less any identified impairment. Interest income is recognised by applying the effective interest rate, except for short-term receivables where the recognition of interest would be immaterial.

 

Available-for-sale financial assets (AFS financial assets)

 

AFS financial assets are non-derivatives that are either designed as AFS or are not classified as (a) loans and receivables, (b) held-to-maturity investments or (c) financial assets at fair value through profit or loss.

 

Bank financial products held by the group are classified as AFS and stated at fair value at the end of each reporting period with the change in fair value recorded in other comprehensive income, and reclassified to earnings upon sale of the products. Fair value is determined in the manner described in note 5.

 

  F- 12  

 

 

 

 

Impairment of financial assets

 

Financial assets are assessed for indicators of impairment at the end of the reporting period. Financial assets are considered to be impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the financial assets have been affected. Objective evidence of impairment could include:

 

  significant financial difficulty of the issuer or counterparty,

 

  default or delinquency in interest or principal payments, or

 

  it becoming probable that the borrower will enter bankruptcy or financial reorganization.

 

For certain categories of financial assets, such as trade receivables and other receivables, assets that are assessed not to be impaired individually are, in addition, assessed for impairment on a collective basis. Objective evidence of impairment for a portfolio of receivables could include the Group’s past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period of 60 days and observable changes in national or local economic conditions that correlate with default on receivables and other receivables.

 

For financial assets carried at amortized cost, the amount of loss recognized is the difference between the asset’s carrying amount and the present value of the estimated future cash flows discounted at the financial asset's original effective interest rate.

 

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade and other receivables, where the carrying amount is reduced through the use of an allowance account. Changes in the carrying amount of the allowance account are recognized in profit or loss. When a trade and other receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited to profit or loss.

 

For financial assets measured at amortized cost, if, in a subsequent period, the amount of impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment loss was recognized, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the asset at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.

 

Financial liabilities and equity instruments

 

Debt and equity instruments issued by a group entity are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument.

 

An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments issued by the Group are recognized at the proceeds received, net of direct issue costs.

 

Financial liabilities

 

Financial liabilities, including trade and other payables and amounts due to related parties, are subsequently measured at amortized cost, using the effective interest.

 

Effective interest method

 

The effective interest method is a method of calculating the amortized cost of a financial asset or financial liability and of allocating interest income or interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts or payments through the expected life of the financial asset or liability, or, where appropriate, a shorter period, to the net carrying amount on initial recognition

 

Interest income and expense is recognized on an effective interest basis.

 

  F- 13  

 

 

Derecognition

 

The Group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. On derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognised in other comprehensive income and accumulated in equity is recognized in profit or loss.

 

Financial liabilities are derecognized when the obligation is discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in profit or loss.

 

4. APPLICATION OF NEW AND AMENDMENTS TO INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs)

 

In the current period, the Group has applied a number of amendments to IFRS issued by IASB that are mandatorily effective for an accounting period that begins on or after January 1, 2015.

 

  Amendments to IAS 19 Defined Benefit Plans: Employee Contributions
  Amendments to IFRSs Annual Improvements to IFRSs 2010- 2012 Cycle
  Amendments to IFRSs Annual Improvements to IFRSs 2011- 2013 Cycle

 

The application of the amendments to IFRSs in the current period has had no material impact on the Group's financial performance and positions for the current and prior years/period and/or on the disclosures set out in these consolidated financial statements.

 

The Group has not early applied the following new and amendments to IFRSs that have been issued but are not yet effective:

 

  IFRS 9 Financial Instruments 1
  IFRS 14 Regulatory Deferral Accounts 6
  IFRS 15 Revenue from Contracts with Customers 1
  IFRS 16 Leases 2
  Amendments to IFRS 11 Accounting for Acquisitions of Interests in Joint Operations 3
  Amendments to IFRS 15 Clarifications to IFRS 15 Revenue from Contracts with Customers 1
  Amendments to IAS 1 Disclosure Initiative 3
  Amendments to IAS 16 and IAS 38 Clarification of Acceptable Methods of Depreciation and Amortisation 3
  Amendments to IFRSs Annual Improvements to IFRSs 2012-2014 Cycle 3
  Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets between an Investor and   its Associate or Joint Venture 4
  Amendments to IFRS 10, Investment Entities: Applying the Consolidation
  IFRS 12 and IAS 28 Exception 3
  Amendments to IAS 7 Disclosure Initiative 5
  Amendments to IAS 12 Recognition of Deferred Tax Assets for Unrealised   Losses 5

 

  1 Effective for annual periods beginning on or after 1 January 2018
  2 Effective for annual periods beginning on or after 1 January 2019
  3 Effective for annual periods beginning on or after 1 January 2016
  4 Effective for annual periods beginning on or after a date to be determined
  5 Effective for annual periods beginning on or after 1 January 2017
  6 Effective for first annual IFRS financial statements beginning on or after 1 January 2016

 

  F- 14  

 

  

Except as disclosed below, the application of the new and amendments to IFRSs issued but not yet effective has had no material impact on the Group's financial performance and positions and/or the disclosures when they became effective.

 

IFRS 9 Financial Instruments

 

IFRS 9 issued in 2009 introduced new requirements for the classification and measurement of financial assets. IFRS 9 was subsequently amended in 2010 to include requirements for the classification and measurement of financial liabilities and for derecognition, and further amended in 2013 to include the new requirements for general hedge accounting. Another revised version of IFRS 9 was issued in 2014 mainly to include a) impairment requirements for financial assets and b) limited amendments to the classification and measurement requirements by introducing a 'fair value through other comprehensive income' (FVTOCI) measurement category for certain simple debt instruments. Key requirements of IFRS 9 are described as follows:

 

• All recognised financial assets that are within the scope of IAS 39 Financial Instruments: Recognition and Measurement are subsequently measured at amortized cost or fair value. Specifically, debt investments that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments of principal and interest on the principal outstanding are generally measured at amortized cost at the end of subsequent accounting periods. Debt instruments that are held within a business model whose objective is achieved both by collecting contractual cash flows and selling financial assets, and that have contractual terms that give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding, are generally measured at FVTOCI. All other debt investments and equity investments are measured at their fair value at the end of subsequent reporting periods. In addition, under IFRS 9, entities may make an irrevocable election to present subsequent changes in the fair value of an equity investment (that is not held for trading) in other comprehensive income, with only dividend income generally recognised in profit or loss.

 

• With regard to the measurement of financial liabilities designated as at fair value through profit or loss, IFRS 9 requires that the amount of change in the fair value of the financial liability, that is attributable to changes in the credit risk of that liability is presented in other comprehensive income, unless the recognition of the effects of changes in the liability’s credit risk in other comprehensive income would create or enlarge an accounting mismatch in profit or loss. Changes in fair value of financial liabilities attributable to change in the financial liabilities’ credit risk are not subsequently reclassified to profit or loss. Under IAS 39, the entire amount of the change in the fair value of the financial liability designated as at fair value through profit or loss was presented in profit or loss.

 

• In relation to the impairment of financial assets, IFRS 9 requires an expected credit loss model, as opposed to an incurred credit loss model under IAS 39. The expected credit loss model requires an entity to account for expected credit losses and changes in those expected credit losses at each reporting date to reflect changes in credit risk since initial recognition. In other words, it is no longer necessary for a credit event to have occurred before credit losses are recognised.

 

•The new general hedge accounting requirements retain the three types of hedge accounting mechanisms. However, greater flexibility has been introduced to the types of transactions eligible for hedge accounting, specifically broadening the types of instruments that qualify for hedging instruments and the types of risk components of non-financial items that are eligible for hedge accounting. In addition, the effectiveness test has been overhauled and replaced with the principle of an 'economic relationship'. Retrospective assessment of hedge effectiveness is also no longer required. Enhanced disclosure requirements about an entity's risk management activities have also been introduced.

 

Based on the Group's financial assets and financial liabilities as of December 31, 2015, the directors anticipate that the adoption of IFRS 9 in the future will affect the classification and measurement of the Group's available-for-sale investments and is not likely to have significant impact on the amounts of the Group's other financial assets and financial liabilities. Regarding the Group's available-for-sale investments, it is not practicable to provide a reasonable estimate of that effect until a detailed review has been completed.

 

  F- 15  

 

 

IFRS 15 Revenue from Contracts with Customers

 

In May 2014, IFRS 15 was issued which establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. IFRS 15 will supersede the current revenue recognition guidance including IAS 18 Revenue, IAS 11 Construction Contracts and the related Interpretations when it becomes effective.

 

The core principle of IFRS 15 is that an entity should recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Specifically, the Standard introduces a 5-step approach to revenue recognition:

 

Step 1: Identify the contract(s) with a customer.

Step 2: Identify the performance obligations in the contract.

Step 3: Determine the transaction prices.

Step 4: Allocate the transaction price to the performance obligations in the contract.

Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation.

 

Under IFRS 15, an entity recognises revenue when (or as) a performance obligation is satisfied, i.e. when ‘control’ of the goods or services underlying the particular performance obligation is transferred to the customer. Far more prescriptive guidance has been added in IFRS 15 to deal with specific scenarios. Furthermore, extensive disclosures are required by IFRS 15.

 

The directors of the Company anticipate that the application of IFRS 15 in the future may have an impact on the amounts reported and disclosures made in the Group’s consolidated financial statements. However, it is not practicable to provide a reasonable estimate of the effect of IFRS 15 until the Group performs a detailed review.

 

IFRS 16 Leases

 

IFRS 16, which upon the effective date will supersede IAS 17 Leases, introduces a single lessee accounting model and requires a lessee to recognise assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. Specifically, under IFRS 16, a lessee is required to recognise a right-of-use asset representing its right to use the underlying leased asset and a lease liability representing its obligation to make lease payments. Accordingly, a lessee should recognise depreciation of the right-of-use asset and interest on the lease liability, and also classifies cash repayments of the lease liability into a principal portion and an interest portion and presents them in the statement of cash flows. Also, the right-of-use asset and the lease liability are initially measured on a present value basis. The measurement includes non-cancellable lease payments and also includes payments to be made in optional periods if the lessee is reasonably certain to exercise an option to extend the lease, or not to exercise an option to terminate the lease. This accounting treatment is significantly different from the lessee accounting for leases that are classified as operating leases under the predecessor standard, IAS 17.

 

In respect of the lessor accounting, IFRS 16 substantially carries forward the lessor accounting requirements in IAS 17. Accordingly, a lessor continues to classify its leases as operating leases or finance leases, and to account for those two types of leases differently.

 

The directors of the Company will assess the impact of the application of IFRS 16. For the moment, it is not practicable to provide a reasonable estimate of the effect of the application of IFRS 16 until the Group performs a detailed review.

 

  F- 16  

 

 

5. FINANCIAL INSTRUMENTS

 

Capital risk management

 

The primary objective of the Group’s capital management is to safeguard the Group’s ability to continue as a going concern, so that it can provide an adequate return to shareholders by pricing its services commensurately with the level of risk. The Group’s overall strategy remains unchanged during the reporting periods.

 

The capital structure of the Group consists of equity attributable to owners of the Company, which includes share capital and reserves.

 

The Group reviews the capital structure regularly and considers the cost of capital and the risks associated with each class of capital and, to the extent necessary, balances its overall capital structure through the repurchase of share and issuance of new shares.

 

Categories of financial instruments

 

The carrying amounts of financial assets and financial liabilities are as follows:

 

    At December 31,     At December 31,     At August 31,  
    2013     2014     2015  
    RMB’000     RMB’000     RMB’000  
    (Unaudited)     (Unaudited)        
                   
Financial assets                        
Amortized cost     1,092       75,029       166,971  
Available-for-sale financial assets     -       -       4,000  
                         
Financial liabilities                        
Amortized cost     104       1,910       44,304  

 

Financial risk management objectives and policies

 

Foreign currency risk management

 

The Group mainly operates in the PRC with most of its transactions settled in RMB. The foreign currency risk is mainly attributable to the Group’s U.S. dollar (“US$”) bank account balances. The carrying amount of the US$ bank account balances was approximately nil and RMB9,154,000 and RMB9,850,000 as of December 31, 2013 and 2014 and as of August 31, 2015, respectively. The Group has not used any forward contracts, currency borrowings or other means to hedge its foreign currency risk exposure.

  

If the RMB exchange rate against the US$ had appreciated or depreciated by 5% with all other variables held constant, the carrying value of bank accounts denominated in US$ would have decreased or increased by RMB nil, RMB458,000 and RMB492,000 as of December 31, 2013 and 2014 and as of August 31, 2015, respectively, with a corresponding decrease or increase in net profit for the respective years/period. The sensitivity analysis only details the Group’s sensitivity to a 5% appreciation and depreciation in RMB, against the foreign currency, US$. The 5% figure is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the reasonably possible change in foreign exchange rate.

 

Interest rate risk management

 

The Group has exposure to cash flow interest rate risk due to the fluctuation of the variable interest rates associated with its cash and cash equivalents which are based on prevailing market interest rates. Currently, the Group does not have a specific policy to manage their interest rate risk. The Group does not have significant exposure to cash flow interest rate risk as of December 31, 2013 and 2014 and as of August 31, 2015 as the interest rates have not fluctuated significantly in recent years.

 

The Group’s exposure to interest rates on cash and cash equivalents and term deposit are detailed in the liquidity risk management section of this note.

 

  F- 17  

 

 

Credit risk management

 

The Group’s maximum exposure to credit risks is equivalent to the total carrying amount of trade and other receivables, amount due from related parties, cash and cash equivalents, term deposits and AFS financial assets of RMB1,092,000, RMB75,029,000 and RMB170,971,000 as of December 31, 2013 and 2014 and as of August 31, 2015, respectively.

 

In order to minimize the credit risk of trade receivables from mobile game operators and platforms, the Group assesses the credit worthiness of them prior to contracting with them. The Group further monitors the subsequent performance of them in order to mitigate collection risk going forward. In addition, the Group reviews the recoverable amount of each individual trade receivable at the end of each reporting period to determine if provision should be made for uncollectible amounts.

 

The Group has concentration of credit risks with exposure limited to certain mobile game operators and platforms. As of December 31, 2013 and 2014 and as of August 31, 2015, five customers accounted for approximately RMB28,000, RMB15,108,000 and RMB 27,776,000, or 100%, 99% and 66% of the Group’s trade receivables, respectively. The Group closely monitors the subsequent settlement of trade receivables and does not grant long credit periods to the counterparties.

 

The Group’s cash and cash equivalents, term deposits and AFS financial assets are held by large banks established in the PRC. The Group does not expect any losses arising from non-performance of these financial institutions.

 

Liquidity risk

 

The Group monitors and attempts to maintain a level of cash and cash equivalents adequate to finance the Group’s operations and mitigate the effects of fluctuations in cash flows.  

 

The following tables present the maturities of the Group’s financial liabilities based upon the undiscounted cash flows of financial liabilities assuming payment on the earliest date on which the Group can be required to pay. The table includes both interest, if any, and principal cash flows.

 

    On demand     Total undiscounted
cash flow and
carrying amount
 
    RMB’000     RMB’000  
             
December 31, 2013(Unaudited)
               
Trade and other payables     4       4  
Amounts due to related parties     100       100  
      104       104  
December 31, 2014(Unaudited)                
Trade and other payables     1,910       1,910  
Amounts due to related parties     -       -  
      1,910       1,910  
August 31, 2015                
Trade and other payables     4,304       4,304  
Amounts due to related parties     40,000       40,000  
      44,304       44,304  

 

  F- 18  

 

 

 

The following table details the Group’s expected maturity for its non-derivative financial assets. The table has been drawn up based on the undiscounted contractual maturities of the financial assets including interest that will be earned on those assets. The inclusion of information on non-derivative financial assets is necessary in order to understand the Company’s liquidity risk management as the liquidity is managed on a net asset and liability basis. 

 

        Weighted
average
effective
    Less than
3 months
    3 months
to 1 year
    Total  
        %     RMB’000     RMB’000        
December 31, 2013(Unaudited)                                    
Cash and cash equivalents   Floating     0.35       501       -       501  
Term deposit   Fixed     3.08       -       516       516  
                  501       516       1,017  
                                     
December 31, 2014(Unaudited)                                    
Cash and cash equivalents   Floating     0.35       57,484       -       57,484  
Term deposit   Fixed     3.08       -       1,548       1,548  
                  57,484       1,548       59,032  
August 31, 2015                                    
Cash and cash equivalents   Floating     0.35       93,919       -       93,919  
Term deposit   Fixed     3.04       -       29,593       29,593  
                  93,919       29,593       123,512  

 

In the management of liquidity risk, the Group monitors and maintains a level of cash and cash equivalent deemed adequate by the management to finance of the Group’s operations and mitigate the effects of fluctuations in cash flows.

 

Fair value

 

(i) Fair value of the Group's financial assets that are measured at fair value on a recurring basis

 

Some of the Group's financial assets are measured at fair value at the end of each reporting period. The following table gives information about how the fair values of these financial assets are determined (in particular, the valuation technique and inputs used).

 

    At December 31,     At December 31,     At August 31,  
    2013     2014     2015  
    RMB’000     RMB’000     RMB’000  
    (Unaudited)     (Unaudited)        
Financial assets                                   
AFS financial assets*     -       -       4,000  

 

* AFS financial assets is in Level 3 of Fair value Hierarchy that is valued through discounted cash flow. Future cash flows are based on expected return and credit risks of investments underlying the financial products.

 

The carrying amounts of all financial assets (except for the AFS financial assets) and financial liabilities as of December 31, 2013 and 2014 and as of August 31, 2015 are recorded at amortized cost, using the effective interest method. The directors of the Company consider such amounts approximate their fair value.  

 

  F- 19  

 

 

6. REVENUES AND SEGMENT INFORMATION

 

    Year Ended     Year Ended     Eight months
Ended
 
    December 31     December 31     August 31  
    2013     2014     2015  
    RMB’000     RMB’000     RMB’000  
    (Unaudited)     (Unaudited)        
                   
Mobile games revenues     616       92,745       104,618  
License revenues     -       12,440       5,720  
Promotion revenues     688       7,848       717  
Total     1,304       113,033       111,055  

 

Segment information

 

The Group operates and manages its business as a single segment. The Group’s chief operating decision maker has been identified as the Chief Executive Officer, who reviews the revenue analysis by revenues driven from games operating and other revenues and the profit from operation of the Group as a whole when making decisions about allocating resources and assessing performance of the Group.

 

Geographical information

 

All of the Group’s non-current assets are located in the PRC. Revenues are primarily derived from the PRC, with minimal revenues derived from Southeast Asia, Korea and other countries. The following table sets forth revenues by geographic area:

 

    Year Ended     Year Ended     Eight months
Ended
 
    December 31     December 31     August 31  
    2013     2014     2015  
    RMB’000     RMB’000     RMB’000  
    (Unaudited)     (Unaudited)        
                   
PRC   1,304     106,634     101,070  
Non-PRC     -       6,399       9,985  
Total     1,304       113,033       111,055  

 

Information about major customers

 

During the year ended December 31, 2013 and 2014 and the eight-month period ended August 31, 2015, customers that individually accounted for over 10% of the Group’s total revenue are as followed:

 

    Year Ended           Year Ended           Eight months
Ended
       
    December 31           December 31           August 31        
    2013           2014           2015        
    RMB’000     Percentage     RMB’000     Percentage     RMB’000     Percentage  
    (Unaudited)           (Unaudited)                    
                   
Customer A     -               26,208       23 %     17,400       15 %
Customer B     617       47 %     15,753       14 %     17,975       16 %
Customer C     *               33,340       29 %     -          
Customer D     198       15 %     -               -          
Customer E     294       23 %     -               -          

 

*: Less than 10%.

 

  F- 20  

 

 

7. OTHER INCOME AND EXPENSES

 

    Year Ended     Year Ended     Eight months
Ended
 
    December 31     December 31     August 31  
    2013     2014     2015  
    RMB’000     RMB’000     RMB’000  
    (Unaudited)     (Unaudited)        
                   
Government grant     -       -       5,877  
Others     -       (28 )     -  
Total     -       (28 )     5,877  

 

Note: Government grant represents subsidies granted by PRC local government authorities to the Group — for rewarding their performance in technology industry. Such grants were unconditional and had been approved by the PRC local government authorities.

 

8. OTHER GAINS AND LOSSES

 

    Year Ended     Year Ended     Eight months
Ended
 
    December 31     December 31     August 31  
    2013     2014     2015  
    RMB’000     RMB’000     RMB’000  
    (Unaudited)     (Unaudited)        
                   
Interest income     18       285       1,089  
Gain from AFS financial assets     -       -       419  
Exchange gain     -       27       1,102  
Others     (1 )     11       145  
Total     17       323       2,755  

 

9. PROFIT BEFORE TAX

 

    Year Ended     Year Ended     Eight months
Ended
 
    December 31     December 31     August 31  
    2013     2014     2015  
    RMB’000     RMB’000     RMB’000  
    (Unaudited)     (Unaudited)        
Profit before tax has been arrived at after charging:                        
Staff salary     863       7,770       7,474  
Defined contribution plans     13       297       1,468  
Total staff costs     876       8,067       8,942  
Depreciation of property and equipment     17       143       347  
Loss on disposal of property and equipment     -       28       -  

 

  F- 21  

 

 

10. INCOME TAX EXPENSE

 

PRC

The statutory income tax rate is 25%.

In 2014, Shanghai Mihoyo Network Technology Co., Ltd. (“Mihoyo”) was granted the status of "Software Enterprise" under the PRC tax laws that entitled it to a preferential Enterprise Income Tax ("EIT") rate of two-year EIT exemption from its first year of profitable operation, after offsetting prior years’ tax losses, and a 50% reduction of its applicable EIT rate for the succeeding three years. The first profit-making year of Mihoyo was 2014. As a result, Mihoyo was subject to a tax rate of 0% for calendar year 2014 and 2015, and a tax rate of 12.5% for calendar year 2016, 2017 and 2018. Mihoyo prepaid RMB5,970,000 income tax to local tax bureau in 2014 before obtaining above stated tax exemption which was recorded as tax recoverable and this balance was collected back in 2015.

 

      Year Ended       Year Ended       Eight months
Ended
 
      December 31       December 31       August 31  
      2013       2014       2015  
      RMB’000       RMB’000       RMB’000  
      (Unaudited)       (Unaudited)          
Current tax expense:                        
PRC enterprise income tax     -       -       -  
Deferred tax     -       -       -  
Total     -       -       -  

 

The tax expense can be reconciled to the profit before tax per the consolidated statement of profit or loss and other comprehensive income as follows:

 

    Year Ended     Year Ended     Eight months
Ended
 
    December 31     December 31     August 31  
    2013     2014     2015  
    RMB’000     RMB’000     RMB’000  
    (Unaudited)     (Unaudited)        
                   
Profit before tax     284       77,354       92,228  
Income tax expense at PRC tax rate of 25% (i)     71       19,339       23,057  
Tax effect of:                        
Non-deductible expenses     -       42       457  
Tax exemption and concession to PRC subsidiaries     -       (19,452 )     (23,514 )
Tax effect of unused tax loss not recognized and utilization of tax loss not recognised previously     (71 )     71       -  
Tax expense for the year/period     -       -       -  

 

(i) The applicable PRC statutory income tax rate is used since the Group’s taxable income is generated in the PRC. The applicable PRC income tax rate of 25% was used in the above computation for all reporting periods.

 

11. DIVIDENDS

 

The Company did not pay and declare any dividends on ordinary shares in the year ended December 31, 2013 and declared and paid dividends of RMB10,000,000 in the year ended December 31, 2014. In the eight-month period ended August 31, 2015, the company declared dividend of RMB52,000,000, of which RMB12,000,000 has been pay as of August 31, 2015.

 

  F- 22  

 

 

12. TRADE AND OTHER RECEIVABLES

 

    At December 31     At December 31     At August 31  
    2013     2014     2015  
    RMB’000     RMB’000     RMB’000  
    (Unaudited)     (Unaudited)        
Trade receivables     28       15,400       34,732  
Deposits and other receivables     47       597       1,066  
Prepayments     -       141       241  
Total     75       16,138       36,039  

 

The trade receivables are all within 6 months and none of them are past due but not impaired.

 

The Group has not recognized an allowance for doubtful receivables because there has not been a significant change in credit quality and the amounts are still considered recoverable. The Group does not hold any collateral or other credit enhancements over these balances.

 

13. PROPERTY AND EQUIPMENT

 

    Leasehold
improvements
    Electronic
equipment
    Office
equipment
    Total  
    RMB’000     RMB’000     RMB’000     RMB’000  
Cost:                                
At January 1, 2013 (Unaudited)     -       33       2       35  
Additions     -       50       -       50  
Disposals     -       -       -       -  
At December 31, 2013 (Unaudited)     -       83       2       85  
Additions     583       526       75       1,184  
Disposals     -       (32 )     -       (32 )
At December 31, 2014 (Unaudited)     583       577       77       1,237  
Additions     80       605       28       713  
Disposals     -       -       -       -  
At August 31, 2015     663       1,182       105       1,950  
                                 
Depreciation:                                
At January 1, 2013 (Unaudited)     -       (5 )     -       (5 )
Charge for the year     -       (16 )     (1 )     (17 )
Eliminated on disposals     -       -       -       -  
At December 31, 2013 (Unaudited)     -       (21 )     (1 )     (22 )
Charge for the year     (49 )     (91 )     (3 )     (143 )
Eliminated on disposals     -       4       -       4  
At December 31, 2014 (Unaudited)     (49 )     (108 )     (4 )     (161 )
Charge for the year     (154 )     (182 )     (11 )     (347 )
Eliminated on disposals     -       -       -       -  
At August 31, 2015     (203 )     (290 )     (15 )     (508 )
Carrying values                                
At December 31, 2013 (Unaudited)     -       62       1       63  
At December 31, 2014 (Unaudited)     534       469       73       1,076  
At August 31, 2015     460       892       90       1,442  

 

  F- 23  

 

 

14. TRADE AND OTHER PAYABLES

 

    At December 31,     At December 31,     At August 31,  
    2013     2014     2015  
    RMB’000     RMB’000     RMB’000  
    (Unaudited)     (Unaudited)        
                   
Trade payable     -       1,774       2,285  
Accrued payroll and employee welfare     -       183       651  
Other taxes payable     10       5,592       5,648  
Accrued expenses     -       40       1,800  
Advance from customers     57       31       31  
Other payables     4       96       219  
Total     71       7,716       10,634  

 

15. RELATED PARTY TRANSACTIONS

 

(a) Related party balances

 

    At December 31,     At December 31,     At August 31,  
    2013     2014     2015  
    RMB’000     RMB’000     RMB’000  
    (Unaudited)     (Unaudited)        
Amounts due from related party                  

Trade balances

                       
—Mihoyo Technology Limited (note)     -       -       7,661  

 

Note: Mihoyo Technology Limited is controlled by the same individual shareholders of the Group.

 

The amounts due from related party are trading in nature. The trade balances are unsecured, non-interest bearing and repayable on contract credit term (i.e.: 6 month).

 

    At December 31     At December 31     At August 31  
    2013     2014     2015  
    RMB’000     RMB’000     RMB’000  
    (Unaudited)     (Unaudited)        
Amounts due to related party                        
Non-trade balances                        
— Cai Haoyu     100       -       -  

 

The amounts due to related party are loan from shareholder in nature. The non-trade balances are unsecured, non-interest bearing and repayable on demand.

 

  F- 24  

 

 

(b) Related party transactions

 

During the year ended December 31, 2013 and 2014 and the eight-month period ended August 31, 2015, respectively, significant related party transactions were as follows:

    Year Ended     Year Ended     Eight months
Ended
 
    December 31     December 31     August 31  
    2013     2014     2015  
    RMB’000     RMB’000     RMB’000  
    (Unaudited)     (Unaudited)        
                         
Revenues                        
— Mihoyo Technology Limited     -       -       6,457  

 

(c) Key management compensation

 

The compensation of directors and other key management during the years was as follows:

 

    Year Ended     Year Ended     Eight months
Ended
 
    December 31     December 31     August 31  
    2013     2014     2015  
    RMB’000     RMB’000     RMB’000  
    (Unaudited)     (Unaudited)        
                         
Salary and other benefits     229       2,308 *     770  

 

* The Group has accrued and paid RMB1,656,000 bonus to key management during the year 2014.

 

16. OPERATING LEASES

 

The Group has operating lease agreements principally for its office properties and servers in the PRC with lease terms between one to two years. These leases are renewable upon negotiation.

 

(a) Payments recognised as an expense

 

    Year Ended     Year Ended     Eight months
Ended
 
    December 31     December 31     August 31  
    2013     2014     2015  
    RMB’000     RMB’000     RMB’000  
    (Unaudited)     (Unaudited)        
                         
Minimum lease payments     41       406       954  

 

  F- 25  

 

 

(b) Non-cancellable operating lease commitment

 

The Group’s commitments for future minimum lease payments under non-cancelable operating lease agreements are as follows:

 

    Year Ended     Year Ended     Eight months
Ended
 
    December 31     December 31     August 31  
    2013     2014     2015  
    RMB’000     RMB’000     RMB’000  
    (Unaudited)     (Unaudited)        
                   
Within one year     62       1,259       1,266  
In the second to fifth years, inclusive     -       2,203       1,364  
Total     62       3,462       2,630  

 

17. APPROVAL OF FINANCIAL STATEMENTS

 

The financial statements were approved by the board of directors and authorized for issue on June 30, 2016.

  

* * * * *

 

  F- 26  

 

 

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