Annual Report 年報 2011
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Media Asia Group Holdings Limited Media Asia Group Holdings Limited 寰亞傳媒集團有限公司 (formerly known as Rojam Entertainment Holdings Limited) (前 稱 Rojam Entertainment Holdings Limited) (Stock Code 股份代號: 8075) 寰亞傳媒集團有限公司 Annual Report 年報 2011 Media Asia Group Holdings Limited Annual Report 寰亞傳媒集團有限公司 (Incorporated in the Cayman Islands and continued in Bermuda with limited liability) (於開曼群島註冊成立及於百慕達存續之有限公司) 23/F., Sunshine Plaza, No. 353 Lockhart Road, Wanchai, Hong Kong 香港灣仔駱克道三百五十三號三湘大廈二十三樓 年報 Tel 電話 : (852) 3184-0990 Fax 傳真 : (852) 3184-9999 2011 Website 互聯網址 : http://www.maghl.com E-mail 電子郵件 : [email protected] Media Asia expands into China’s media and entertainment markets, aiming to bring to the audience with ever-wider, more exuberant choice in entertainment experiences. 寰亞傳媒全面拓展中國大陸傳媒及娛樂市場,為廣大觀眾帶來更豐 富、更全面的娛樂享受。 Celebrities, senior management and strategic partners attended the press conference regarding the proposed change of the Company’s name and logo held in Shanghai on 28 July 2011. 群星、高級管理層及戰略性合作伙 伴出席於二零一一年七月二十八日 在上海舉行有關擬更改本公司名稱 及標誌之新聞發佈會。 Characteristics of the Growth Enterprise Market (“GEM”) of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors. Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM. Hong Kong Exchanges and Clearing Limited and the Stock Exchange take no responsibility for the contents of this report, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this report. This report, for which the directors of Media Asia Group Holdings Limited (formerly known as Rojam Entertainment Holdings Limited) (the “Directors”) collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the GEM of the Stock Exchange for the purpose of giving information with regard to Media Asia Group Holdings Limited. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this report is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this report misleading. Contents 3 Corporate Information 4 Corporate Chart 5 Financial Summary 6 Chairman’s Statement Annual Report 2011 9 Management Discussion and Analysis 13 Biographical Details of Directors 19 Corporate Governance Report 24 Report of the Directors MEDIA ASIA GROUP HOLDINGS LIMITED 37 Independent Auditors’ Report 39 Consolidated Income Statement 2 40 Consolidated Statement of Comprehensive Income 41 Consolidated Statement of Financial Position 43 Consolidated Statement of Changes in Equity 45 Consolidated Statement of Cash Flows 47 Statement of Financial Position 48 Notes to the Financial Statements 115 Notice of Special General Meeting Corporate Information PLACE OF INCORPORATION HEAD OFFICE AND PRINCIPAL PLACE Incorporated in the Cayman Islands and OF BUSINESS continued in Bermuda 23rd Floor, Sunshine Plaza 353 Lockhart Road BOARD OF DIRECTORS Wanchai, Hong Kong Executive Directors Lam Kin Ngok, Peter (Chairman) PRINCIPAL SHARE REGISTRAR AND Yu Feng TRANSFER OFFICE Choi Chiu Fai, Stanley Codan Services Limited Tang Jun (Chief Executive Officer) Clarendon House Lui Siu Tsuen, Richard 2 Church Street Annual Report 2011 Chan Chi Kwong Hamilton HM 11 Etsuko Hoshiyama Bermuda Chan Chi Ming, Alvin BRANCH SHARE REGISTRAR AND Independent Non-executive Directors Chan Chi Yuen TRANSFER OFFICE IN HONG KONG Ng Chi Ho, Dennis Computershare Hong Kong Investor Services Limited Zhang Xi Shops 1712–1716, 17th Floor Hopewell Centre AUDIT COMMITTEE 183 Queen’s Road East Wanchai Chan Chi Yuen (Chairman) MEDIA ASIA GROUP HOLDINGS LIMITED Hong Kong Ng Chi Ho, Dennis Zhang Xi INDEPENDENT AUDITORS REMUNERATION COMMITTEE Ernst & Young Certified Public Accountants Chan Chi Yuen (Chairman) Tang Jun 3 Lui Siu Tsuen, Richard SOLICITORS Ng Chi Ho, Dennis As to Hong Kong Law: Zhang Xi Cheung Tong & Rosa Solicitors AUTHORISED REPRESENTATIVES As to Bermuda Law: Conyers Dill & Pearman Lui Siu Tsuen, Richard Etsuko Hoshiyama PRINCIPAL BANKERS COMPLIANCE OFFICER DBS Bank (Hong Kong) Limited The Hongkong and Shanghai Banking Corporation Etsuko Hoshiyama, CPA, AICPA Limited COMPANY SECRETARY LISTING Etsuko Hoshiyama, CPA, AICPA The issued shares of the Company are listed and traded on the Growth Enterprise Market of REGISTERED OFFICE The Stock Exchange of Hong Kong Limited Clarendon House 2 Church Street STOCK CODE/BOARD LOT Hamilton HM 11 8075/2,000 Bermuda WEBSITE http://www.maghl.com Corporate Chart Media Asia Group Holdings Limited (formerly known as Rojam Entertainment Holdings Limited) (the “Company”) was incorporated in the Cayman Islands on 29 February 2000 as an exempted company with limited liability under the Companies Law (Revised) of the Cayman Islands. The Company’s domicile was changed to Bermuda by way of de-registration in the Cayman Islands and continuation as an exempted company under the laws of Bermuda on 3 December 2009. The Company’s issued ordinary shares of HK$0.01 each (the “Shares”) have been listed and traded on the Growth Enterprise Market (the “GEM”) of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) since 31 May 2001. The following is a corporate chart of the Company and its subsidiaries (collectively, the “Group”) as at the date of this report. The Group’s principal activities include film production and distribution; organisation, Annual Report 2011 management and production of concerts and live performances; artiste management; production and distribution of television drama series; music production and publishing; cinema investment and operation; provision of consultancy services in planning and management of cultural, entertainment and live performance projects; provision of contents to new media; operation of new media and related businesses and licensing of software and technology for use in connection with provision of value-added telecommunications services. The Company MEDIA ASIA GROUP HOLDINGS LIMITED Television Events Artiste Digital Cinema Movie Drama Music Management Management Distribution Operation 4 Media Asia Media Asia Media Asia Media Asia Media Asia Premier Film TV Program Talent AnyMusic Gold Production Distribution Music Entertainment Limited Limited Management Limited Investments Limited Limited Limited Limited Media Asia Media Asia Media Asia Film Music Entertainment Distribution Publishing (Macao) (HK) Limited Limited Limited Media Asia Media Asia Performance Video Agency Distribution (Macao) (HK) Limited Limited Xinhua Entertainment (Hong Kong) Limited Financial Summary A summary of the results and of the assets and liabilities of the Group for the last five financial periods, as extracted from the published audited financial statements of the Group and restated/reclassified as appropriate, is set out below: Period from 1 April 2011 to 31 July Year ended 31 March 2011 2011 2010 2009 2008 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 Annual Report 2011 Results for the period/year (continuing operations and discontinued operations) Turnover 10,363 9,592 1,914 2,714 6,677 Profit/(loss) before tax 43 (45,736) (17,021) (48,977) (62,795) Profit/(loss) attributable to owners MEDIA ASIA GROUP HOLDINGS LIMITED of the parent and non-controlling interests 413 (45,468) (16,920) (47,822) (63,205) Assets and liabilities 5 Total assets 581,408 47,719 56,756 38,292 93,056 Total liabilities (289,566) (24,676) (4,381) (5,323) (13,378) Net assets 291,842 23,043 52,375 32,969 79,678 Chairman’s Statement Annual Report 2011 LAM Kin Ngok, Peter Chairman MEDIA ASIA GROUP HOLDINGS LIMITED ACQUISITION OF ROJAM ENTERTAINMENT HOLDINGS LIMITED AND SUBSEQUENT CHANGE OF NAME TO MEDIA ASIA GROUP HOLDINGS LIMITED On 9 June 2011, eSun Holdings Limited (“eSun”), together with the Yunfeng Fund, the SINA group and other investors, acquired a controlling shareholding interest in Rojam Entertainment Holdings Limited (“Rojam”) (the “Acquisition”). Rojam has changed its name to “Media Asia Group Holdings Limited” (寰亞傳媒集團有限 公司) with effect from 23 August 2011. The re-branding will enable the Group to expand into the Mainland 6 China’s media and entertainment markets by offering mainland audience with a wider and more exuberant choice in entertainment experiences. Leveraging on eSun’s experience and core resources in performance, media and entertainment businesses, events management, and strong business networks of its strategic partners, the business scope of the Group includes film production and distribution, concert and music performance, artiste management, music publishing, television program production