results for announcement to the market · net profit from ordinary activities after tax 315 78 303%...

Zingmobile Group Limited (Incorporated in Singapore)

Registration No. 200700159Z

The Manager Company Announcements Office ASX Limited 20 Bridge Street Sydney NSW 2000 28 August 2013

RESULTSFORANNOUNCEMENTTOTHEMARKET

APPENDIX 4D AND FINANCIAL REPORT FOR THE HALF-YEAR ENDED 30 JUNE 2013

___________________________________________________________________________ Please find attached Zingmobile Group Limited’s Appendix 4D and Financial Report for the Half-Year ended 30 June 2013.

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Appendix 4DZINGMOBILE GROUP LIMITEDHALF‐ YEAR REPORT TO THE AUSTRALIAN SECURITIES EXCHANGE

Name of Entity: Zingmobile Group LimitedARBN : 126494880Current Reporting Period: Period‐ended 30 June 2013Previous Corresponding Period: Period‐ended 30 June 2012Reporting currency Singapore dollars (SGD)

RESULTS FOR ANNOUNCEMENT TO MARKET30.6.2013

Actuals30.6.2012

Actual

Period‐ended 30.6.2013 over Period‐ended

30.6.2012Amount Amount Percentage

IN SINGAPORE DOLLARS (FUNCTIONAL CURRENCY) '000s '000s ChangeRevenue & Net Profit SGD$ SGD$ %

Revenue from continuous operations 4,978 2,135 133%

Net Profit from Ordinary activities after tax 315 78 303%

Net Profit for the Period attributable to members 81 29 180%

Brief Explanation of Revenue & Net Profit

The new technology enabling platforms will benefit not only to the Group’s subsidiaries in Indonesia, Malaysia and Bangladesh but also to itspartners in Middle East, Africa and Latin America.

The Group’s outlook is dependable on these new enabling technologies and if successful, will see a growth in these areas.

The Group's functional currency is Singapore dollars (SGD). Australian dollars (AUD) comparisons, where given, are purely for ease of comparisonand are converted using the exchange rate of AUD$1.000= SGD$1.2512, which is average rate for the first 6 months of 2013.

For the first six month of 2013, the Group has continued to benefit from providing unified and coherent social messaging platform services. TheGroup had posted record positive results with a net profit of S$ 0.315m, with an increase of revenue by 133% to S$ 4.978m (1H2012 revenue S$2.135m).

The Group is making significant investments in technologies enabling platforms. These enabling platforms include Unified Social Messaging(USM) and SocialGo (SOGO), which will provide additional new stream of revenue for its operating units. These are social messaging and cloudenabling platforms partnering with Telcos and mobile devices to enhance Telcos’ Subscriber base.

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REVENUE & NTA AGAINST PREVIOUS PERIOD'S FIGURESPeriod‐ended Period‐ended Differences

30‐Jun‐13 30‐Jun‐12S$ '000s S$ '000s %

Revenue 4,978 2,135 133%NPAT 315 78 303%

Period‐ended Period‐endedNTA Backing 30‐Jun‐13 30‐Jun‐12 DifferenceNet Tangible Asset Backing per Security S$ S$ %(For comparability, both NTA numbers have been calculated usingthe fully diluted shares of 65,532,820 shares(30‐June‐2013) and58,082,820 shares(30‐June‐2012)Singapore Cents Singapore ¢ ‐1.0802 0.9834 ‐209.8%

Period‐ended Period‐endedEarnings per share 30‐Jun‐13 30‐Jun‐12 Difference(For comparability, both EPS numbers have been calculated usingthe fully diluted shares of 65,532,820 shares(30‐June‐2013) and58,082,820 shares(30‐June‐2012) %

Singapore Cents Singapore ¢ 0.12 0.05 148.3%Australian Cents Australian ¢ 0.10 0.04 159.9%

Details of Entities where control has been gained or lost during the Period

Nil.

Dividends paid and declaredNo dividend was paid or declared as at 30 June 2013

Details of Dividend or Distribution Re‐investment Plans ‐ Not applicable

Details of Associates & Joint‐Venture Entities ‐ Not applicable

Total issued and paid up shares 65,532,820

Interim Reviewed Report

The reported figures are prepared in accordance to International Accounting Standards.

This interim report is based on the half year financial statements which have been reviewed by the auditors.

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ZINGMOBILE GROUP LIMITED AND ITS SUBSIDIARIES (Incorporated in Singapore. Registration Number: 200700159Z)

INTERIM FINANCIAL INFORMATION For the six months ended 30 June 2013

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ZINGMOBILE GROUP LIMITED (Incorporated in Singapore)

AND ITS SUBSIDIARIES INTERIM FINANCIAL INFORMATION For the financial period ended 30 June 2013

DIRECTORS

Teo Siew Kiet

Ng Hock Aik

Patricia Khoo Phaik Ean

COMPANY SECRETARY

Foo Soon Soo

BANKER

United Overseas Bank

Development Bank of Singapore Limited

AUDITORS

Audit Alliance LLP

No 20 Maxwell Road

#07-08 Maxwell House

Singapore 069113

Partner-in-charge: Ngan See Juan, John

(Appointed since interim financial period ended 30 June 2012)

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AND ITS SUBSIDIARIES INTERIM FINANCIAL INFORMATION For the financial period ended 30 June 2013

Contents Page Independent Auditors' Review Report 1 Consolidated Statement of Income 2 Consolidated Balance Sheet 4 Consolidated Statement of Changes in Equity 5 Consolidated Statement of Cash Flows 6 Notes to the Financial Statements 7-13 Confirmation by Board of Directors 14

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The Board of Directors ZINGMOBILE GROUP LIMITED. 229 Mountbatten Road #02-03, Mountbatten Square Singapore 398007 ZINGMOBILE GROUP LIMITED. AND ITS SUBSIDIARIES INDEPENDENT AUDITORS’ REVIEW REPORT OF THE INTERIM FINANCIAL INFORMATION FOR FINANCIAL PERIOD ENDED 30 JUNE 2013 We have reviewed the accompanying interim financial information of ZINGMOBILE GROUP LIMITED (the “Company”) and its subsidiaries (the “Group”) which comprise the consolidated balance sheet of the Group as at 30 June 2013, and the consolidated statement of comprehensive income, consolidated statement of changes in equity, consolidated cash flow statement and consolidated statement of changes in equity of the Group for the six months period ended 30 June 2013 and selected explanatory notes, as set out on pages 2 to 14. The Directors are responsible for the preparation and fair presentation of interim financial information in accordance with Singapore Financial Reporting Standards. Scope of Review

Our responsibility is to express a conclusion on this interim financial information based on our review. We conducted our review in accordance with the Singapore Standard on Review Engagement 2410, “Review of Interim Financial Information Performed by the Independent Auditor of the Entity” and to state whether the interim financial information is complying with Singapore Financial Reporting Standard 34, “Interim Financial Reporting” (“FRS 34”). A review of interim financial information consists of making inquiries, of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Singapore Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim financial information is not prepared, in all material aspects, in accordance with FRS 34.

Public Accountants and Chartered Accountants of Singapore Singapore, 27 August 2013

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AND ITS SUBSIDIARIES

The accompanying notes form an integral part of these financial statements.

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CONSOLIDATED STATEMENT OF INCOME For the financial period ended 30 June 2013 The Group Unaudited Unaudited Note 30-Jun-13 30-Jun-12

S$ S$ Revenue 4,977,881 2,134,626 Cost of sales (2,071,536) (513,824) Gross profit 2,906,345 1,620,802 Other operating income 309,817 47,217 Sales and marketing expenses (218,463) (141,615) General and administrative expenses (2,060,226) (934,396) Other operating expenses (171,308) (511,168) Finance costs (171,332) (2,425) Profit before income tax 594,833 78,415 Income tax expense (280,147) - Profit after tax 314,686 78,415 Profit attributable to: Shareholders of the Company 81,230 29,192 Non-controlling Interests 233,456 49,223 314,686 78,415 Basic earnings per share (cents)

- From continuing operations 5 0.12 0.05

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CONSOLIDATED STATEMENT OF INCOME For the financial period ended 30 June 2013 The Group Unaudited Unaudited

30-Jun-13 30-Jun-12 S$ S$

Profit for the period 314,686 78,415 Currency translation differences arising from

consolidation

(224,180)

119,642 Total comprehensive income for the period 90,506 198,057 Total comprehensive income attributable to: Shareholders of the Company (142,950) 148,834 Non-controlling interests 233,456 49,223 Total comprehensive income for the period 90,506 198,057

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CONSOLIDATED BALANCE SHEET As at 30 June 2013 The Group Unaudited Audited

30-Jun-13 31-Dec-12 S$ S$ ASSETS Current assets Cash and cash equivalents 984,992 466,680 Trade and other receivables 3,241,285 3,876,983 4,226,277 4,343,663 Non-current assets Investments 16,083 - Plant and equipment 286,249 262,150 Intangible assets 3,979,710 3,215,957 Deferred tax asset 41,774 12,259 4,323,816 3,490,366 Total assets 8,550,093 7,834,029 LIABILITIES Current liabilities Trade and other payables 2,963,036 2,014,577 Current income tax liabilities 569,128 211,970 Borrowings 95,694 36,480 3,627,858 2,263,027 Non-current liabilities Borrowings 1,650,400 1,215,020 Total liabilities 5,278,258 3,478,047 NET ASSETS 3,271,835 4,355,982 EQUITY Capital and reserves attributable to equity

holders of the Company

Share capital 10,849,990 10,849,990 Other reserves (1,565,276) (1,341,096) Accumulated losses (6,373,562) (6,454,792) 2,911,152 3,054,102 Non-controlling interests 360,683 1,301,880 Total equity 3,271,835 4,355,982 F

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the financial period ended 30 June 2013

Equity Attributable to Equity Holders of the Company

The Group Share capital

Accumulated losses

Foreign currency

translation reserve

Merger reserve Sub-total

Non- controlling

interest Total S$ S$ S$ S$ S$ S$ S$ As at 1 January 2013 10,849,990 (6,454,792) (495,603) (845,493) 3,054,102 1,301,880 4,355,982 Net profit for the period - 81,230 - - 81,230 233,456 314,686 Effect of restructuring - - - - - (1,174,653) (1,174,653) Translation adjustment - - (224,180) - (224,180) - (224,180) As at 30 June 2013 10,849,990 (6,373,562) (719,783) (845,493) 2,911,152 360,683 3,271,835 As at 1 January 2012 9,801,030 (6,538,937) (850,834) (845,493) 1,565,766 1,179,705 2,745,471 Net profit for the period - 29,192 - - 29,192 49,223 78,415 Translation adjustment - - 119,642 - 119,642 - 119,642 As at 30 June 2012 9,801,030 (6,509,745) (731,192) (845,493) 1,714,600 1,228,928 2,943,528

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CONSOLIDATED STATEMENT OF CASH FLOWS For the financial period ended 30 June 2013

Unaudited Unaudited 30-Jun-13 30-Jun-12 S$ S$

Cash flows from operating activities Profit after tax 314,686 78,415 Adjustments for: - Income tax expense 280,147 - - Interest income/ other income (309,817) (47,217) - Interest expense 171,332 2,425 - Depreciation of plant and equipment 60,036 74,252 - Amortisation of intangible assets 492,831 163,348 - Write-off impairment of intangible assets - 25,485 1,009,215 296,708 Change in working capital:

- Trade and other receivables 635,698 (237,370) - Trade and other payables 948,459 (847,521)

Cash generated from/ (used in) operations 2,593,372 (788,183) Income tax paid (185,960) (16,429) Net cash generated from/ (used in) operating activities 2,407,412 (804,612) Cash flows from investing activities Addition of investments (16,083) - Interest income/ other income received 309,817 47,217 Addition of intangible assets (1,304,325) (487,329) Purchase of plant and equipment (85,353) - Disposal of plant and equipment 1,218 - Disposal of subsidiaries (893,456) - Written-off of plant and equipment - 1,342 Net cash used in investing activities (1,988,182) (438,770) Cash flows from financing activities Repayments of borrowings (475,670) (10,966) Proceed from borrowings 950,400 1,016,555 Interest paid (171,332) (2,425) Net cash provided by financing activities 303,398 1,003,164 Net increase/ (decrease) in cash and cash equivalents 722,628 (240,218) Effects of currency translation on cash and cash equivalents (224,180) 119,642 Cash and cash equivalents at beginning of financial period 457,706 632,913 Cash and cash equivalents at end of financial period 956,154 512,337 Cash and cash equivalents at the end of the financial

period comprised the following:

Cash and cash equivalents 984,992 530,177 Bank overdrafts (28,838) (17,840) 956,154 512,337

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NOTES TO THE FINANCIAL STATEMENTS For the financial period ended 30 June 2013 1. General information

Zingmobile Group Limited (“the Company”) is listed on the Australian Securities Exchange. The Company is incorporated and domiciled in Singapore. The address of its registered office is at 229 Mountbatten Road, #02-03 Mountbatten Square, Singapore 398007.

The principal activities of the Company are that of investment holding.

Principal activities of the subsidiaries are as follows:-

DETAILS OF SUBSIDIARIES

Name of the subsidiary

Principal activities

Country of Incorporation

Percentage of Equity

2013 2012 % %

PT Media Kreasindo Utama + Providing ecommerce and mobile content services

Indonesia** 100 100

Zingmobile Pte Ltd. Providing ecommerce and mobile content services

Singapore* 100 100

Zingmobile Itouch Pte. Ltd. Providing mobile cellular, radio paging and other wireless telecommunication activities

Singapore** 51 51

MegaMobile Solutions Sdn Bhd.

Providing technology related services and sales and licensing of multi-media applications

Malaysia** 100 100

TeraMobile Sdn Bhd. Providing mobile content services

Malaysia** 40 40

Open World Engine Pte. Ltd. Providing mobile content services

Singapore* 100 51

Zingmobile Management Consulting (Shanghai) Co., Ltd

Providing ecommerce and mobile marketing solutions

Shanghai# 100 100

B2M Technologies Ltd. Providing ecommerce and mobile marketing solutions

Bangladesh** 50 50

Zingmobile (Hong Kong) Limited.

Investment holding Hong Kong, PRC#

100 100

Zeptomoblie Sdn Bhd

Providing mobile content services

Malaysia** 100 -

Sunnetic Co. Ltd

Providing ecommerce and mobile content services

Thailand# 90 -

PT Neo Dimensi

Providing ecommerce and mobile content services

Indonesia** 100 -

+ Direct holding- 95%, and indirect holding- 5% * Reviewed by Audit Alliance LLP ** Reviewed by other than Audit Alliance LLP # Not reviewed, dormant status

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NOTES TO THE FINANCIAL STATEMENTS For the financial period ended 30 June 2013 2. ACCOUNTING POLICIES

There were no changes in accounting policies and methods of computation adopted in the financial statements for the current reporting period as compared to the most recent audited annual financial statements as at 31 December 2012.

The consolidated financial statements have been prepared in accordance with FRS 34, Interim Financial Reporting.

3. INTANGIBLE ASSETS

The Group

Goodwill

Software Development

Costs Establishment

Costs Total S$ S$ S$ S$ Cost At 1 January 2012 295,336 2,119,110 418,365 2,832,811 Addition - 1,355,403 - 1,355,403 Write off (45,336) - - (45,336) At 31 December 2012 250,000 3,474,513 418,365 4,142,878 Additions 607,440 696,885 - 1,304,325 Effect of restructuring - (39,629) - (39,629) At 30 June 2013 857,440 4,131,769 418,365 5,407,574 Accumulated amortisation At 1 January 2012 - 295,275 418,365 713,640 Charge for the period - 213,281 - 213,281 At 31 December 2012 - 508,556 418,365 926,921 Charge for the period - 492,831 - 492,831 Effect of restructuring - 8,112 - 8,112 At 30 June 2013 - 1,009,499 418,365 1,427,864 Net Book Value At 31 December 2012 250,000 2,965,957 - 3,215,957 At 30 June 2013 857,440 3,122,270 - 3,979,710

(a) Goodwill

The fair value of the identifiable assets, liabilities and contingent liabilities of subsidiaries acquired in 2007 and 2013 have no significant difference from their respective carrying amounts. The net assets acquired in the transactions, and the goodwill recorded, are as follows:

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NOTES TO THE FINANCIAL STATEMENTS For the financial period ended 30 June 2013 3. INTANGIBLE ASSETS (continued)

(a) Goodwill (continued)

Mega

Mobile Solutions Sdn Bhd

B2M

Technologies Ltd

Zingmobile Pte Ltd

PT Media Kreasindo

Utama

Total S$ S$ S$ S$ S$ (Net assets acquired)/

liabilities assumed (1) 33,738 - - 33,737

Purchase consideration

250,001 11,598 - - 261,599

Goodwill write-off - (45,336) - - (45,336) Goodwill at 31

December 2012

250,000

-

-

-

250,000 Net assets acquired - - (43,590) - (43,590) Purchase

consideration

-

-

47,879

603,151

651,030 Goodwill at 30 June

2013

250,000

-

4,289

603,151

857,440

For impairment testing, the recoverable amounts of the cash generating units are determined based on value in use calculations, using cash flow projections based on financial budgets approved by management covering a five-year period.

(b) Software Development Costs

The software development costs represent payments made to subcontractors to develop the software/ platform , any purchase of equipment, consultants and payroll related costs of employees of the Group directly involved in the software/ platform development. During the first six months of 2013, the Group has progressively capitalised Social Go Software Development Costs of $696,885. This Social Go Software has the potential to enhance our revenue and profitability.

(c) Establishment Costs

These represent amounts paid to service provider in China to provide the Company with indirect link ups for its mobile content services to telephone companies in China and to a related party in Bangladesh for securing agreement for the provision of short code SMS connections with the country’s local telephone companies.

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NOTES TO THE FINANCIAL STATEMENTS For the financial period ended 30 June 2013 4. BORROWINGS

Borrowings are initially recognised at their fair value (net of transaction costs) and subsequently carried at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit and loss over the period.

5. EARNINGS PER SHARE

(a) Basic earnings per share

Basic earnings per share (“EPS”) is calculated by dividing the net profit attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding during the financial period.

The Group Unaudited Unaudited 30-Jun-13 30-Jun-12 S$ S$ Net Profit attributable to equity holders of the Company (S$)

81,230

29,192

Weighted average number of ordinary shares outstanding for basic earnings per share

65,532,820

58,082,820

Basic earnings per share (cents) 0.12 0.05

(b) Diluted earnings per share

There is no dilution as the Company has no outstanding share options or warrants during the period.

6. BUSINESS SEGMENT INFORMATION Geographical Segments The Group operates in three main geographical areas: Asean North Asia and South Asia

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NOTES TO THE FINANCIAL STATEMENTS For the financial period ended 30 June 2013 6. BUSINESS SEGMENT INFORMATION (continued)

Geographical Segments (continued) Inter-segment transactions are recorded at their transacted price which is generally at fair value. Unallocated costs represent corporate expenses. Segment assets consist primarily of plant and equipment, intangible assets, receivables, operating cash and exclude deferred income tax asset, and short-term bank deposits. Segment liabilities comprise payables and bank overdraft and exclude income tax liabilities and borrowings. Capital expenditure comprise additions to plant and equipment and intangible assets, including those acquired through business combinations.

a) Primary reporting format - geographical segments

Asean

North Asia

South Asia

Total

S$ S$ S$ S$ Group Six months ended 30 June 2013 Sales - external sales 2,446,151 - 2,531,730 4,977,881 - inter-segment sales - - - - 2,446,151 - 2,531,730 4,977,881 Segment result 562,340 (4,160) 746,260 1,304,440 Unallocated costs (538,275) 766,165 Finance costs (171,332) Profit before tax 594,833 Income tax (280,147) Profit after tax 314,686 Other segment items Capital expenditure - plant and equipment 52,041 - 33,312 85,353 - intangible assets 1,304,325 - - 1,304,325 Depreciation 51,131 - 8,905 60,036 Segment assets 6,104,845 (36,256) 2,353,169 8,421,758 Unallocated assets 128,335 - - 128,335 Consolidated total assets 8,550,093 Segment liabilities 2,006,182 78,706 1,397,759 3,482,647 Unallocated liabilities 2,052,392 - (256,781) 1,795,611 Consolidated total liabilities 5,278,258

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a) Primary reporting format - geographical segments (continued)

Asean North Asia

South Asia

Total

S$ S$ S$ S$ Group Six months ended 30 June 2012 Sales - external sales 1,826,929 - 307,697 2,134,626 - inter-segment sales - - - - 1,826,929 - 307,697 2,134,626 Segment result 305,706 (26,350) 98,447 377,803 Unallocated costs (296,963) 80,840 Finance costs (2,425) Profit before tax 78,415 Income tax - Profit after tax 78,415 Other segment items Capital expenditure - plant and equipment - - 1,342 1,342 - intangible assets 487,329 - - 487,329 Depreciation 71,488 - 2,764 74,252 Segment assets 1,490,626 (367,311) 295,897 1,419,212 Unallocated assets 4,871,057 Consolidated total assets 6,290,269 Segment liabilities 1,507,288 76,549 200,082 1,783,919 Unallocated liabilities 1,562,822 Consolidated total liabilities 3,346,741

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b) Secondary reporting format - business segments

At 30 June 2013, the Group’s activities are predominantly developing and marketing mobile content to customer and considered operating as one industry segment. Other operations of the Group mainly comprise investment holding, which does not constitute a separately reportable segment.

Total consolidated sales Unaudited Unaudited 30-Jun-13 30-Jun-12 S$ S$ Mobile value added services 4,977,881 2,134,626 Others - - 4,977,881 2,134,626 Total consolidated assets Unaudited Unaudited 30-Jun-13 30-Jun-12 S$ S$ Mobile value added services 8,421,758 1,419,212 Others - - 8,421,758 1,419,212 Unallocated assets 128,335 4,871,057 8,550,093 6,290,269 Total consolidated capital

expenditure Unaudited Unaudited 30-Jun-13 30-Jun-12 S$ S$ Mobile value added services Software development

85,353 (1,342)

-

1,304,3251,389,678 (1,342)

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DIRECTORS’ CONFIRMATION For the financial period ended 30 June 2013

CONFIRMATION BY THE BOARD OF DIRECTORS

On behalf of the board of Directors of the Company, we, the undersigned, hereby confirm to the best of our knowledge that nothing has come to attention of the Board of Directors of the Company which may render the accompanying financial statements for the six months period ended 30 June 2013 to be false or misleading.

On behalf of the Board of Directors ……………………………………… Teo Siew Kiet Director …………………………………….. Patricia Khoo Phaik Ean Director 27 August 2013

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results for announcement to the market · net profit from ordinary activities after tax 315 78 303%...

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