TIDMWTS

RNS Number : 3575C

World Trade Systems PLC

28 September 2018

Company Registration Number: 01698076

WORLD TRADE SYSTEMS PLC

Unaudited half yearly condensed consolidated financial report as at 30 June 2018

TABLE OF CONTENTS

INTRODUCTION AND KEY HIGHLIGHTS

BOARD STATEMENT

PRINCIPAL RISKS AND UNCERTAINTIES

RESPONSIBILITY STATEMENT

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE SIX-MONTHSED 30 JUNE 2018

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2018

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY AT 30 JUNE 2018

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE SIX-MONTHSED 30 JUNE 2018

NOTES TO THE CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTH PERIODED 30 JUNE 2018

INTRODUCTION AND KEY HIGHLIGHTS

The unaudited half yearly condensed and consolidated financial statements of World Trade Systems plc (the "Company") have been prepared using IAS 34, Interim Financial Reporting, as adopted by the European Union. This half yearly financial report is consistent with the policies and presentation applied to the latest published annual financial statements of the Company as at 31 December 2017, prepared in accordance with IAS 1 Presentation of Financial Statements, and should be read in conjunction.

The presentation currency of World Trade Systems plc is the same as that of its functional currency the Pound Sterling (GBP) as per IAS 21, The Effects of Changes in Foreign Exchange Rates.

Key Highlights

Ø Turnover of GBP6.29 million (6 months ended 30 June 2017: GBP10.14 million)

Ø Operating loss of GBP0.99 million (6 months ended 30 June 2017: Profit of GBP2.17 million)

Ø Cash and cash equivalents of GBP670,000 at 30 June 2018 (31 December 2017: GBP2.17 million)

BOARD STATEMENT

World Trade Systems plc (the 'Company') and its Chinese trading subsidiary, Shimao (Suzhou) Biotechnology Co. Ltd ('WTS China' and collectively referred to as the 'Group') has faced a tough operating environment in the first half of 2018. Although the health food market is huge in China the competition is getting stronger. Market competition has resulted in declined sales and profit. The Group reported a net loss of GBP1.01 million the six months ended 30 June 2018 (30 June 2017: net profit GBP1.86 million).

Trading Activities and Prospects

During the half year to 30 June 2018, WTS China has continued to place emphasis on event sales while diversifying into new commercial stores. WTS China has also started to diversify its strategy from selling health food products to exploring opportunities in the provision of healthcare services. The Group sees the aging population and rising standard of living in China as a huge market opportunity for entering the health services market. With improved wealth, the people are more willing to spend in healthcare services such as medical check-up, cosmetology, sanatorium retreat, nursing care, spas and gyms. Well-being is becoming a lifestyle in China. The Group is actively researching and exploring the various opportunities in this segment.

The Group continues to deploy resources in the international market. The Group aims to identify new products and services in the international market and introduce them to the Chinese market.

The Company is currently listed on the premium segment of the main market on the London Stock Exchange with its shares suspended from trading. The Company is actively working towards resuming trading of its shares on the London Stock Exchange, which will be subject, inter alia, to approval by shareholders.

Results

For the six month period ended 30 June 2018, the Group reported sales revenue of GBP6.29 million (30 June 2017: GBP10.14 million), a 37.9% decline compared with the same period last year. The decline in revenue is mainly due to increasing competition and a shift in management focus from healthcare products to services.

Event sales and marketing has been very effective in driving market attention and sales. However, there are increasing numbers of similar events organised by competitors and new market entrants, especially in Eastern and Southern China. Many of these competitors have strong financial backing from private equity funds and have been very aggressive in their marketing and promotion strategies, consequently, attracting customers from WTS China.

With similar costs spent on event sales, the declined sales have resulted in declined gross profit and margin. Gross profit decreased by GBP3.42 million, or 83.7%, from GBP4.09 million for the six months ended 30 June 2017 to GBP665,000 for the six months ended 30 June 2018. The fall in gross profit was mainly due to the decrease in sales described above while incurring similar marketing costs (cost of sales). Gross profit margins therefore decreased from 40.3% for the six months ended 30 June 2017 to 10.6% for the six months ended 30 June 2018.

Despite the fall in profitability, the Group has performed credibly in the competitive market space. The Group has made continued progress in building new sales channels. The Directors expect the current challenging market conditions, reflected in declining sales combined with cost pressure, to continue in the near term. In the face of these pressures, the Group will continue to focus on advertising and promoting brand awareness while seeking to build its international image and developing healthcare services as a new revenue stream.

I remain positive about the outlook of our business and industry. I would like to thank our staff for their hard work and commitment.

Chen Shao

Executive Director

18 August 2018

PRINCIPAL RISKS AND UNCERTAINTIES

Principal risks and uncertainties remaining during the next six months

We operate in a constantly changing economic and social environment that presents risks, some of which are driven by factors we are unable to control or predict. The key risks and uncertainties facing the Company in the remaining six months of the financial year are described below and include measures we are taking to mitigate these risks.

WTS China specific risks remaining during next six-months:

 
 Risk                                      Mitigation 
 The ability to grow sales                            WTS China hopes to expand its market reach 
  and build on existing success                        to achieve continued sales growth by; 
  whilst managing incentive                            --    market penetration achieved by entering new 
  payments.                                                  geographical areas. 
 
                                                       --    diversifying to different product areas in the health 
                                                             food sector. Ongoing R&D and co-operations with 
                                                             international companies will allow for new products 
                                                             to be developed. 
 
                                                       --    the sales team closely monitoring incentive payments 
                                                             through regular discussions with sales managers. 
                                                             Increased sales incentives paid to distributors are 
                                                             being based on set thresholds calculated taking into 
                                                             account a number of qualitative factors. WTS China 
                                                             hopes to maintain the checks and balances to ensure 
                                                             that the incentive payments can be reduced over a 
                                                             period of time without adversely affecting sales. 
 
                                                       --    WTS China continuing to invest considerably in staff 
                                                             training and team building in order to mitigate these 
                                                             risks and to ensure that staff are fully aware of the 
                                                             factors to be applied in determining their incentive 
                                                             payments 
                                          ------------------------------------------------------------------------ 
 Execution risks in launching              In order to avoid channel conflicts or cannibalisation, 
  and operating an e-commerce               we plan to develop an integrated channel strategy. 
  platform and commercial store             This will enable the Company and distributors 
  roll out. WTS China does                  to use multiple channels to reach end users. 
  not have prior experience                 The e-commerce platform has been through a 
  of these sales channels and               thorough testing period to ensure it is fit 
  there are risks of cannibalisation        for purpose before going live. A phased launch 
  and alienating the distributors           will focus its e-commerce strategy initially 
  by competing with them.                   as a productivity tool for the distributors 
                                            so as to mitigate the risks outlined above. 
                                          ------------------------------------------------------------------------ 
 WTS China's products are                  We have factored for inflation of 3% for raw 
  manufactured by a third-party.            material costs and 7% for manufacturing costs 
  We assume raw material and                as a mitigate in determining total costs while 
  manufacturing costs will                  deciding the sales strategy. 
  remain at the current level, 
  but any change could have 
  a significant effect on profitability. 
                                          ------------------------------------------------------------------------ 
 WTS China has recognised                  The Group has estimated that, based on extrapolation 
  revenue of GBP6,290,000 during            using past experience, the return rate to be 
  first six months of 2018.                 2.2%. 
  Distributors have the right 
  to return goods if the end 
  customers are dissatisfied 
  with the products. 
                                          ------------------------------------------------------------------------ 
 Operating in the Chinese 
  market, WTS China is exposed               Management has detailed experience of working 
  to various in-country risks                in China and meet regularly to discuss these 
  including;                                 risks and ensure that the Group is able to 
  × Counterfeiting: successful          respond appropriately. 
  brands are more susceptible                The Group will closely monitor the external 
  to counterfeiting than the                 environment in China to ensure it is proactively 
  UK.                                        planning and strategising based on any predicted 
  × Taxation and trade:                 changes in the political, economic or social 
  as a company operating in                  environment. 
  China, WTS China will avoid 
  import taxes that affect 
  companies operating outside 
  of China. 
  × Economy and politics: 
  both Chinese politics and 
  the economy have behaved 
  unpredictably in the past. 
  The environment appears stable 
  at present but there are 
  potential risks from rapid 
  social change including social 
  inequality, social costs, 
  geopolitical tensions. 
                                          ------------------------------------------------------------------------ 
 

The Group's specific risks remaining during next six-months:

 
 Risk                                    Mitigation 
 As a small but growing company          The Company is committed to focusing on employee 
  it needs to continue to attract         satisfaction in order to improve employee 
  and retain experienced employees        retention and make it a more attractive place 
  with the relevant skills and            to work. This includes organising more regular 
  experience to satisfy its               team building events, non-financial rewards, 
  capacity and capability requirements    flexible working policies and clearer lines 
  which will increase over time           of reporting. 
  with listing and the increasing 
  business development opportunities 
  being pursued. 
                                        ---------------------------------------------------- 
 Managing communication between          By continuing high level control of procedures 
  UK and China is vital in overcoming     and systems in the remainder of this year 
  the language and time differences.      we hope to mitigate this risk. Some UK managerial 
                                          staff are contracted to spend a certain proportion 
                                          of their time working in China in order to 
                                          improve communications and ensure controls 
                                          and systems are implemented consistently 
                                          in both countries. The UK head office employs 
                                          multilingual staff. 
                                        ---------------------------------------------------- 
 

RESPONSIBILITY STATEMENT

The Disclosure and Transparency Rules (DTR) of the UK Listing Authority require the Directors to confirm their responsibilities in relation to the preparation and publication of the Interim Financial Report (the "Report").

The Directors confirm that to the best of their knowledge:

(a) the condensed set of financial statements, for the period ended 30 June 2018, have been prepared in accordance with the applicable International Accounting Standard (IAS) 34 "Interim Financial Reporting" as adopted by the EU and give a true and fair view of the assets, liabilities, financial position and profit or loss of the issuer, or the undertakings included in the consolidation as a whole as required by DTR 4.2.4 R; and

   (b)   the Report includes a fair review of the information required by: 

(i) DTR 4.2.7R, being an indication of important events that have occurred during the first six-months of the financial year and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six-months of the year; and

(ii) DTR 4.2.8R, being related party transactions that have taken place in the first six-months of the current financial year and that may have materially affected the financial position or performance of the entity during that period, and any changes in the related party transactions described in the last annual report that could do so.

The Report was approved by the Board on 18 August 2018 and the above responsibility statement signed by order of the Board.

Chen Shao

Executive Director

18 August 2018

The Directors at the date of this half-yearly financial report are:

   Robert Lee                             Non-Executive Chairman 
   Shao Chen                             Executive Director 
   AKM Ismail                          Executive Director 
   Ellen Lu                  Non-Executive Independent Director 

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE SIX-MONTHSED 30 JUNE 2018

 
 
 
                                              6 months ended     6 months ended     12 months ended 
                                                30 June 2018       30 June 2017         31 December 
                                                 (Unaudited)        (Unaudited)                2017 
                                                                                          (Audited) 
   Notes                                             GBP'000            GBP'000 
                                                                                            GBP'000 
   Revenue                                             6,290             10,136 
   Cost of sales                                     (5,625)            (6,049)              19,621 
                                                                                           (14,080) 
   Gross profit                                          665              4,087 
                                                                                              5,541 
   Administrative expenses                           (1,651)            (1,921) 
                                                                                            (3,705) 
   Profit/(loss) from operations                       (986)              2,166 
                                                                                              1,836 
   Finance costs                                        (24)                  - 
                                                                                               (95) 
   Finance Income                                          -                218 
                                                                                                241 
   Profit/ (loss) before tax                         (1,010)              2,384 
                                                                                              1,982 
   Income tax expense 6                                    -              (522) 
                                                                                              (605) 
   Profit/(loss) after tax                           (1,010)              1,862 
                                                                                              1,377 
 
   Other comprehensive income 
   items that will or may be reclassified 
   to profit or loss: 
   Exchange differences on translation 
   of foreign operations                                  19               (50) 
                                                                                               (26) 
   Profit/(loss) for the period 
   and total comprehensive income 
   attributable to                                     (991)              1,812 
   Equity owners of the parent                                                                1,351 
 
 
   Earnings per share 
   Basic and diluted earnings/                      (11.32p)             21.27p 
   (loss) per ordinary share 4                                                               15.73p 
 

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2018

 
                                                6 months                        6 months                     12 months 
                                                   ended                           ended                         ended 
                                                 30 June                         30 June                            31 
  Notes                                             2018                            2017                      December 
                                             (Unaudited)                     (Unaudited)                          2017 
  Assets                                         GBP'000                         GBP'000                     (Audited) 
                                                                                                               GBP'000 
  Non-Current Assets 
  Property, plant and 
  equipment 
  11                                               1,009                           1,124 
  Investment property                                 40                              40                         1,088 
  Intangible assets 12                                17                               5                            40 
  Long term trade and                              2,751                              71                             4 
  other                                                                                                            293 
  receivables 13                                   3,817                           1,240 
                                                                                                                 1,425 
 
  Current Assets                                       9                             100 
  Inventories                                        502                             610                            38 
  Trade and other                                    670                           2,147                           658 
  receivables                                                                                                    2,172 
  Cash and cash                                    1,181                           2,857 
  equivalents                                                                                                    2,868 
                                                   4,998                           4,097 
                                                                                                                 4,293 
  Total Assets 
 
                                                 (3,841)                         (1,020) 
  Current liabilities                                  -                           (545)                       (2,120) 
  Trade and other                                                                                                 (43) 
  payables                                       (3,841)                         (1,565) 
  Current tax                                                                                                  (2,163) 
  liabilities                                    (1,275)                         (1,247) 
  6                                                                                                            (1,257) 
 
  Non-current                                    (5,116)                         (2,812) 
  liabilities                                                                                                  (3,420) 
  Loans and borrowings 3                           (118)                           1,285 
                                                                                                                   873 
 
  Total liabilities 
                                                   4,378                           4,378 
  Net                                                 97                              29                         4,378 
  assets/(liabilities)                               (6)                            (49)                            97 
                                                 (4,587)                         (3,073)                          (25) 
  Equity                                                                                                       (3,577) 
  Share capital 5 
  Capital contribution 
  reserve                                          (118)                           1,285 
  Currency translation                                                                                             873 
  reserve 
  Retained earnings 
 
  Total retained/ 
  (deficit) 
  of equity attributable 
  to equity holders 
                          ==============================  ==============================  ============================ 
 

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY AT 30 JUNE 2018

 
                              Share      Capital contribution      Currency translation                          Total 
                            capital                   reserve                   reserve   Retained Earnings     equity 
 (Unaudited)                GBP'000                   GBP'000                   GBP'000             GBP'000    GBP'000 
 At 1 January 2018            4,378                        97                      (25)             (3,577)        873 
 Comprehensive income 
 for the year 
 Profit for the period            -                         -                         -             (1,010)    (1,010) 
 Exchange difference              -                         -                        19                   -         19 
                          ---------  ------------------------  ------------------------  ------------------  --------- 
 Total comprehensive 
  income for the year             -                         -                        19             (1,010)      (991) 
 
  Contributions by and 
  distributions to 
  owners 
 Transaction with owners          -                         -                         -                   -          - 
 in their capacity as 
 owners 
                          ---------  ------------------------  ------------------------  ------------------  --------- 
 Balance at 30 June 2018      4,378                        97                       (6)             (4,587)      (118) 
========================  =========  ========================  ========================  ==================  ========= 
 
 
                              Share      Capital contribution      Currency translation                          Total 
                            capital                   reserve                   reserve   Retained Earnings     equity 
             (Unaudited)    GBP'000                   GBP'000                   GBP'000             GBP'000    GBP'000 
 At 1 January 2017            4,378                       168                         1             (4,954)      (407) 
 Comprehensive income 
 for the year 
 Profit for the period            -                         -                         -               1,862      1,862 
 Exchange difference              -                         -                      (50)                   -       (50) 
                          ---------  ------------------------  ------------------------  ------------------  --------- 
 Total comprehensive 
  income for the year             -                         -                      (50)               1,862      1,812 
 
  Contributions by and 
  distributions to 
  owners 
 Transaction with owners 
  in their capacity as 
  owners                          -                     (139)                         -                  19      (120) 
                          ---------  ------------------------  ------------------------  ------------------  --------- 
 Balance at 30 June 2017      4,378                        29                      (49)             (3,073)      1,285 
========================  =========  ========================  ========================  ==================  ========= 
 
 
                              Share      Capital contribution      Currency translation                          Total 
                            capital                   reserve                   reserve   Retained Earnings     equity 
               (Audited)    GBP'000                   GBP'000                   GBP'000             GBP'000    GBP'000 
 At 1 January 2017            4,378                       168                         1             (4,954)      (407) 
 Comprehensive income 
 for the year 
 Profit for the period            -                         -                         -               1,377      1,377 
 Exchange difference              -                         -                      (26)                   -       (26) 
                          ---------  ------------------------  ------------------------  ------------------  --------- 
 Total comprehensive 
  income for the year             -                         -                      (26)               1,377      1,351 
 
  Contributions by and 
  distributions to 
  owners 
 Transaction with owners 
  in their capacity as 
  owners                          -                      (71)                         -                   -       (71) 
                          ---------  ------------------------  ------------------------  ------------------  --------- 
 Balance at 31 December 
  2017                        4,378                        97                      (25)             (3,577)        873 
========================  =========  ========================  ========================  ==================  ========= 
 

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE SIX-MONTHSED 30 JUNE 2018

 
                                             6 months ended   6 months ended   12 months ended 
                                               30 June 2018     30 June 2017       31 December 
                                                (Unaudited)      (Unaudited)              2017 
                                                    GBP'000          GBP'000         (Audited) 
                                                                                       GBP'000 
 
   Operating activities 
 
   Net cash received/(used) in operating            (1,496)             (10) 
   activities                                                                              150 
                                                    (1,496)             (10) 
   Cash flows received/(used) in                                                           150 
   operating activities 
 
                                                        (8)            (191) 
   Investing activities                                  11               83             (343) 
   Purchase of property, plant and                     (13)                -               (4) 
   equipment                                                                               129 
   Disposal of fixed assets                            (10)            (108) 
   Purchase Intangible assets and                                                        (218) 
   other long-term assets 
 
   Net cash received/(used) in investing                  -                - 
   activities                                             -                -                 2 
                                                                                          (11) 
                                                          -                - 
   Financing activities                                                                    (9) 
   Proceeds from loans 
   Interest paid on loans 
                                                    (1,506)            (118) 
   Cash flows from financing activities                                                   (77) 
                                                      2,172            2,265 
                                                                                         2,265 
   Net change in cash and cash equivalents                4                - 
   from continuing operations                                                             (16) 
 
   Cash and cash equivalents at                         670            2,147 
   beginning of period                                                                   2,172 
 
   Effect of exchange rate changes 
   on cash and cash equivalent 
 
   Cash and cash equivalents at 
   end of period 
 

NOTES TO THE CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTH PERIODED 30 JUNE 2018

1. Reporting entity

World Trade Systems Plc ("the Company") is a company registered and domiciled in the United Kingdom. The Company owns 100% of Shimao (Suzhou) Biotechnology Co. Ltd ("WTS China"). WTS China was established in June 2016 for the purpose of carrying on a new business of supplying high-quality health food products to the Chinese consumer market.

This condensed consolidated interim financial report is neither audited nor reviewed by the auditors and was approved by the Board and the Audit Committee on 18 August 2018. Copies of the interim financial report will be available upon request from the Company's principal place of business at First Floor, Lexham House, 14 Hill Avenue, Amersham HP6 5BWand the Company's website at www.worldtradesytemsplc.com.

The financial information for the six-month period ended 30 June 2018 set out in this interim report does not constitute statutory accounts, as defined in Section 434 of the Companies Act 2006.

The Company's statutory financial statements for the year ended 31 December 2017 have been filed with the Registrar of Companies. The auditor's report on the statutory financial statements was unqualified and did not contain statements under Section 498(2) or Section 498(3) of the Companies Act 2006.

2. Basis of preparation

These condensed consolidated unaudited interim financial statements are for the six-month period ended 30 June 2018. They have been prepared in accordance with IAS34 Interim Financial Reporting and do not include all of the information required for the full annual financial statements.

These condensed consolidated interim financial statements have been prepared under the historical cost convention and in accordance with the accounting policies adopted in the Company's last annual financial statements for the year ended 31 December 2017. The accounting policies have been applied consistently throughout these condensed financial statements.

3. Loans and borrowings

Loan from related parties

As at 30 June 2018, the amount due to Kudrow Finance Limited, a shareholder of the Group was GBP847,000 (31 December 2017: GBP836,000). The loan is interest free, unsecured and repayment date has been extended to 31 December 2020. The loan has been discounted using a market rate of 3%.

Prior to 1 July 2017, the loans carried interest at the rate of 3% per annum. Kudrow has waived the interest with effect from 1 July 2017.

In order to support the re-listing process, Kudrow has agreed to the following:

   --      total loans outstanding will not incur interest; 

-- the intention (but without any obligation) is for the loan to be converted to shares upon the proposed re-listing.

Other loans

As at 30 June 2018, other loans amounting GBP428,000 (31 December 2017: GBP421,000). The loans are unsecured, interest bearing at a rate of 1% per annum and repayable in 2019.

4. Profit per ordinary share has been calculated as follows:

 
                                              6 months to     6 months to   12 months to 
                                             30 June 2018    30 June 2017    31 December 
                                                                                    2017 
 Profit/ (Loss) attributable to ordinary 
  shareholders (GBP'000)                            (991)           1,862          1,377 
 Weighted average number of shares              8,753,867       8,753,867      8,753,867 
 Earnings/ (loss) per share - basic 
  and diluted (pence)                             (11.32)           21.27          15.73 
 

5. Called up share capital

 
 Allotted, Called up        At 30 June 2018      At 30 June 2017       At 31 December 
  and fully paid                                                            2017 
                              Number   GBP000      Number   GBP000      Number   GBP000 
 Ordinary shares of 1p 
  each                     8,753,867       88   8,753,867       88   8,753,867       88 
 Deferred shares of 49p 
  each                     8,753,867    4,290   8,753,867    4,290   8,753,867    4,290 
                                      -------              -------              ------- 
                                        4,378                4,378                4,378 
                                      -------              -------              ------- 
 

The deferred shares do not entitle the holder to payment of any dividend or other distribution or to receive notice of or attend or vote at any General Meeting of the company or on a return of capital to the repayment of the amount paid on such deferred shares until after repayment of the capital paid up on the ordinary shares together with payment of GBP1,000,000 on each ordinary share and the Deferred Shares shall not be capable of transfer at any time other than with the consent of the Directors.

6. Taxation

There is no taxation charge in respect of the holding company for the six-months ended 30 June 2018 and 30 June 2017 as the Company is still carrying unutilised tax losses.

At this report date, the Group and Company had unused tax losses as follows:

 
                                                   At 30 June 2018               At 30 June 2017                At 31 December 
                                                            GBP000                        GBP000                          2017 
                                                                                                                        GBP000 
 
  Reconciliation of carried forward 
   tax losses: 
   Profit/(Loss) arising during 
    the period                                               (203)                           296                           113 
   Losses brought forward                                  (1,838)                       (1,951)                       (1,951) 
   Unutilised tax losses carried 
    forward 
                                                           (2,041)                       (1,655)                       (1,838) 
                                      ----------------------------  ----------------------------  ---------------------------- 
 

A deferred tax asset has not been recognised in respect of these losses. Should the losses be utilised in the future the estimated value of the deferred tax asset not recognised, at a standard rate of 19%, is GBP388,000 (as at 30 June 2017: GBP314,000 and 31 December 2017: GBP349,000). In future the standard tax rate will reduce to 17%.

7. Related party transactions

Loan from Kudrow Finance Limited

At 30 June 2018, loan for related party was GBP847,000 (31 December 2017: GBP836,000). See note 3 Loans and Borrowings for further details.

Directors' transactions

Robert Lee, the Non-Executive Chairman, is the principal of Robert Lee Law Offices. Robert Lee is also a Director and owner of Proclass Limited, a company incorporated in the British Virgin Islands that provides company secretarial and nominee services. Proclass has been the sole corporate director of Kudrow since September 2004. A balance of GBP35,232.63 was due to Robert Lee Law Offices but was waived on 21 February 2018.

8. Financial Instruments

Financial assets and liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument.

-- Trade and other receivables

Trade and other receivables are measured at fair value on initial recognition, and are subsequently measured at amortised cost using the effective interest method. Appropriate allowances for estimated irrecoverable amounts are recognised in profit or loss when there is objective evidence that the asset is impaired. The allowance recognised is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows discounted at the effective interest rate computed at initial recognition.

-- Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits and other short term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.

-- Trade and other payables

Trade and other payables are initially measured at fair value, and are subsequently measured at amortised cost using the effective interest rate method.

-- Borrowings

Borrowings are recognised initially at fair value, net of direct issue costs. Finance costs are accounted for on an accruals basis and are charged to profit or loss using the effective interest method.

-- Equity instruments

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

-- Recognition criteria of cash and cash equivalents

Cash comprises cash on hand and deposits that can be readily withdrawn on demand. Cash equivalents include those investments having short holding term (normally will be due within three months from the day of purchase), with strong liquidity and easy to be exchanged into certain amount of cash that can be measured reliably and have low risks of change.

The Company has no financing facility with its bankers and is financed by the consulting fee it charges its wholly owned subsidiary in China. The Board monitors cash flows, cash balances and on-going forward requirements on a monthly basis.

The Company had cash on deposit with its bankers of GBP59,000 as at 30 June 2018 (31 December 2017: GBP194,000). At the Group level, the cash position was at a healthy GBP670,000.

9. Dividend policy

The Directors take a prudent approach to making dividend payments and will make payments only when it is commercially viable to do so, subject to the availability of distributable equity reserves.

10. Operating segment

As the Group sells only healthcare products in China, management deems that to be the only operating segment.

11. Property, plant and equipment

 
                     Leasehold   Fixtures and      Plant and        Computer  Motor vehicles   Assets under 
                   improvement       fittings      machinery       equipment         GBP'000   construction      Total 
                       GBP'000        GBP'000        GBP'000         GBP'000                        GBP'000    GBP'000 
Cost 
At 1 January 
 2018                      189             53            134              40             405            399      1,220 
Additions                    -              7              -               1               -              -          8 
Disposal                     -              -              -               -            (36)              -       (36) 
FX Movement                  3              1              2               1               6              5         18 
                 -------------  -------------  -------------  --------------  --------------  -------------  --------- 
At 30 June 2018            192             61            136              42             375            404      1,210 
                 -------------  -------------  -------------  --------------  --------------  -------------  --------- 
 
Accumulative depreciation 
At 1 January 
 2018                       65              6             11              14              36              -        132 
Additions                   33              3              7               7              20              -         70 
Disposal                     -              -              -               -             (4)              -        (4) 
FX Movement                  1              -              -               1               1              -          3 
                 -------------  -------------  -------------  --------------  --------------  -------------  --------- 
At 30 June 2018             99              9             18              22              53              -        201 
                 -------------  -------------  -------------  --------------  --------------  -------------  --------- 
 
Net book value 
At 30 June 2018             93             52            118              20             322            404      1,009 
                 -------------  -------------  -------------  --------------  --------------  -------------  --------- 
At 1 January 
 2018                      124             47            123              26             369            399      1,088 
                 -------------  -------------  -------------  --------------  --------------  -------------  --------- 
 

12. Intangible assets

 
                          Patents 
                           GBP000 
 At 1 January 2018              4 
 Additions                     13 
 Charge for the year            - 
 FX Movement                    - 
                         -------- 
 At 30 June 2018               17 
                         -------- 
 

13. Long term trade and other receivables

 
                            At 30 June 2017   At 31 December 
                                     GBP000             2017 
                                                      GBP000 
 Prepayment                             140              293 
 Advance to 3(rd) party               2,611                - 
                           ----------------  --------------- 
                                      2,751              293 
                           ----------------  --------------- 
 

The Advance to 3(rd) party is unsecured, interest free and repayable on demand.

14. Financial instruments' fair value measurement

The Group considers that the carrying amount of its financial assets and financial liabilities are a reasonable approximation of their fair value.

Financial assets and financial liabilities measure at fair value in the statement of financial position are grouped into one of the three Levels of a fair value hierarchy. The fair value hierarchy has the following levels:

   --      Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities 

-- Level 2 - inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)

-- Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The fair value measurements have been categorised in their entirety at Level 1.

The Group will review this categorisation periodically in line with our interim and annual accounting reporting. This will determine when transfers between level 1 and level 2 are deemed to have occurred.

The group interest charges on loans and borrowings are based on the fair value of 3% p.a.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

IR FVLFLVKFBBBF

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September 28, 2018 07:54 ET (11:54 GMT)

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