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Tuesday, February 18th, 2020

GINSMS Announces Audited Financial Results for the Nine-Month Period Ended December 31, 2015 and Provides Extended Net Earnings and Net Asset Position Forecasts

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by March 30, 2016 General

CALGARY, ALBERTA — (Marketwired) — 03/30/16 — GINSMS Inc. (TSX VENTURE: GOK) (the “Corporation” or “GINSMS”) is pleased to announced that its audited financial statements for the nine-month period ended December 31, 2015 have been filed today on SEDAR and are available at www.sedar.com. The nine-month period ended December 31, 2015 constitutes a transitional financial year for GINSMS following the Corporation’s earlier announcement that it would change its financial year end from March 31 to December 31.

On February 11, 2016, GINSMS had disclosed through the issuance of a press release unaudited financial results for the three- and the nine-month periods ended December 31, 2015. This financial disclosure was done in advance of the filing of the audited financial statements of the Corporation to allow GINSMS’ ultimate holding company, Xinhua Holdings Limited (“Xinhua”), a public company in Japan, to use certain of GINSMS’ financial information in the preparation of Xinhua’s financial statements.

GINSMS’ financial information for the nine-month period ended December 31, 2015 was prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

GINSMS is pleased to report that there is no significant change between the audited financial statements filed today and the unaudited financial information it disclosed earlier on February 11, 2016, except for the reclassification of a writeback of deferred tax liability on intangible assets for year ended March 31, 2015 and the presentation of segment information for the nine-month period ended December 31, 2015 and for year ended March 31, 2015.

The auditors of the Corporation are of the opinion that the writeback of deferred tax liability on intangible assets amounting to $126,259 taken in the year ended March 31, 2015 should have been included instead in the income tax credit as shown in the audited financial statements for the nine-month period ended December 31, 2015. Initially, this amount was shown in the loss from operation in the audited financial statements for the year ended March 31, 2015. Accordingly, the writeback of deferred tax liability on intangible assets has been reclassified to now be included as deferred tax credit under “Liquidity and Capital Resources” and as income tax credit under “Segment information -(d) Financial information by business segments”. In the Corporation’s February 11, 2016 press release, the amount had been disclosed separately under “Liquidity and Capital Resources” and not included in income tax credit under “Segment information -(d) Financial information by business segments”.

The auditors of the Corporation have changed the presentation of the segment information in the audited financial statements compared to prior year. In order to be consistent with the presentation in the audited financial statements, the presentation of the segment information for the nine-month period ended December 31, 2015 and for year ended March 31, 2015 as disclosed in the unaudited financial information earlier on February 11, 2016 has been changed. Moreover, the total assets by geographical location not disclosed in the unaudited financial information earlier on February 11, 2016 is now disclosed.

LIQUIDITY AND CAPITAL RESOURCES (AMENDED)

----------------------------------------------------------------------------
                                              Nine-month       Twelve-month
                                            period ended       period ended
                                       December 31, 2015     March 31, 2015
                                               (Audited)          (Audited)
----------------------------------------------------------------------------

                                                       $                  $
                                      --------------------------------------
Cash, beginning of period/year                   515,208            115,309
                                      --------------------------------------
Operating activities
  Net loss for the period/year                (2,432,182)        (6,775,846)
  Current tax expenses                            93,411                  -
  Deferred tax expenses (credit)                   2,570           (127,100)
  Foreign currency exchange loss                 134,333             83,584
  Allowance for doubtful debts                    18,056                  -
  Interest expense                               471,005            199,661
  Accretion on convertible debentures            818,364          1,433,226

  Goodwill impairment                                  -          2,830,364
  Intangible assets impairment                         -            393,375
  Development costs impairment                         -            164,456
  Suspended projects impairment                        -            144,945
  Amortization & depreciation                    123,844            489,413
  Changes in non-cash working capital            (83,859)            (4,153)
  Tax paid                                        (4,963)                 -
                                      --------------------------------------
Net cash used in operating activities           (859,421)        (1,168,075)
                                      --------------------------------------
Financing activities
  Loans from related parties                     287,373          2,417,973
  Repayment of loans from related
   parties                                             -           (732,248)
  Advance from a related party                   680,248                  -
  Repayment of advance from a related
   party                                        (102,994)                 -
                                      --------------------------------------
Net cash generated from financing
 activities                                      864,627          1,685,725
                                      --------------------------------------
Investing activities
  Development costs                              (47,036)          (154,130)
  Purchase of property, plant and
   equipment                                     (19,628)            (9,060)
                                      --------------------------------------
Net cash used in investing activities            (66,664)          (163,190)
                                      --------------------------------------
  Effect of exchange rate changes on
   cash                                         (142,945)            45,439
                                      --------------------------------------

                                      --------------------------------------
(Decrease)/Increase in cash                     (204,403)           399,899
                                      --------------------------------------
                                      --------------------------------------

                                      --------------------------------------
                                      --------------------------------------
Cash, end of period/year                         310,805            515,208
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SEGMENTED INFORMATION (AMENDED)

a) Revenue by customers

----------------------------------------------------------------------------
                          Nine-month period ended  Twelve-month period ended
                             December 31, 2015          March 31, 2015
                                 (Audited)                 (Audited)
----------------------------------------------------------------------------
                                        % of total                % of total
                                    $      revenue            $      revenue
                        ----------------------------------------------------
Customer A                  1,541,256         39.6      571,354         30.0
Next five top customers
Customer B                    713,375         18.3        2,611          0.1
Customer C                    543,441         14.0      119,802          6.3
Customer D                    390,340         10.0            -            -
Customer E                    270,061          6.9      551,458         28.9
Customer F                     48,592          1.2        6,055          0.3
All other customers           381,625         10.0      655,187         34.4
----------------------------------------------------------------------------
Total                       3,888,690        100.0    1,906,467        100.0
----------------------------------------------------------------------------

b) Revenue by geographical locations

----------------------------------------------------------------------------
                          Nine-month period ended  Twelve-month period ended
                             December 31, 2015          March 31, 2015
                                 (Audited)                 (Audited)
----------------------------------------------------------------------------
                                        % of total                % of total
                                    $      revenue            $      revenue
Singapore                   2,283,942         58.8      895,528         47.0
India                         713,375         18.3        2,611          0.1
Other Asia counties           166,539          4.3      252,724         13.3
Europe                        123,137          3.2      554,244         29.1
Unite States                  552,740         14.2      120,517          6.3
Other regions                  48,957          1.2       80,843          4.2
----------------------------------------------------------------------------
Total                       3,888,690        100.0    1,906,467        100.0
----------------------------------------------------------------------------

c) Total assets by geographical location

----------------------------------------------------------------------------
                          Nine-month period ended  Twelve-month period ended
                             December 31, 2015          March 31, 2015
                                 (Audited)                 (Audited)
----------------------------------------------------------------------------
                                        % of total                % of total
                                    $      revenue            $      revenue
Canada                         33,697          1.3        5,482          0.3
Hong Kong & China           1,360,033         52.0    1,322,085         63.5
Singapore                     940,490         36.0      561,245         26.9
Malaysia                       50,704          1.9       36,831          1.8
Indonesia                     229,505          8.8      157,032          7.5
----------------------------------------------------------------------------
Total                       2,614,429        100.0     2,082,67        100.0
----------------------------------------------------------------------------

d) Financial information by business segments

----------------------------------------------------------------------------
                                         Software
                                     products and
                          Messaging      services  Unallocated        Total
                         ---------------------------------------------------
Nine-months ended
 December 31, 2015
 (audited)                        $             $            $            $

Revenues                  3,069,374       819,316            -    3,888,690
Intersegment revenue              -       115,828            -      115,828
Amortization and
 depreciation                   375       123,380           89      123,844
Interest income                   4            30            -           34
Interest and finance
 expenses                   259,971       211,034      818,364    1,289,369
Income tax expense                -        95,981            -       95,981
Segment losses              (45,159)   (1,082,895)  (1,304,128)  (2,432,182)
Additions to segment non-
 current assets                   -        66,664            -       66,664

As at December 31, 2015
 (audited)
Segment assets            1,360,033     1,220,699       33,697    2,614,429
Segment liabilities      (3,467,382)   (1,769,000)    (600,616)  (5,836,998)
----------------------------------------------------------------------------

----------------------------------------------------------------------------
                                         Software
                                     products and
                          Messaging      services  Unallocated        Total
                         ---------------------------------------------------
                                  $             $            $            $
Twelve-months ended March
 31, 2015 (audited)
Revenues                  1,152,433       754,034            -    1,906,467
Intersegment revenue              -       136,697            -      136,697
Amortization and
 depreciation                 1,247       488,047          119      489,413
Interest income                   3            36            -           39
Interest and finance
 expenses                   102,600        97,061    1,433,226    1,632,887
Income tax credit                 -      (126,366)           -     (126,366)
Segment losses             (185,325)   (1,553,985)  (5,036,536)  (6,775,846)
Other material non-cash
 items:
Goodwill impairment               -     2,830,364            -    2,830,364
Intangible assets
 impairment                       -       393,375            -      393,375
Development expenditure
 impairment                       -       164,456            -      164,456


Additions to segment non-
 current assets                   -       163,190            -      163,190

As at March 31, 2015
 (audited)
Segment assets            1,322,085       755,108        5,482    2,082,675
Segment liabilities      (1,610,523)   (1,691,973)  (8,843,954) (12,146,450)
----------------------------------------------------------------------------

In addition, the Corporation expects to record net earnings in the financial year ending December 2019 and recover from its current negative net asset position by the end of the 2020 financial year. The purpose of this financial outlook is to allow the Corporation’s ultimate holding company, Xinhua, to make reference to use such outlook in its own financial disclosure. The operation of GINSMS is a major part of the growth strategy of Xinhua. As such, Xinhua believes that disclosing such information would be useful for its shareholders. Consequently readers of this press release are cautioned that the financial outlook of GINSMS concerning its net earnings and net assets positions is forward looking information and may not be appropriate for other purposes.

About GINSMS

GINSMS is a mobile technology and services company focusing on 2 areas namely its A2P Messaging Service and its Software Products and Services. GINSMS operates a cloud-based A2P messaging service that allows the termination of SMS to mobile subscribers of more than 200 mobile operators globally. GINSMS also develops and distribute innovative software products and services for mobile operators and enterprises and have successfully deployed more than 100 solutions worldwide. GINSMS has offices in China, Singapore, Hong Kong, Malaysia and Indonesia.

Forward Looking Statements

Certain information included in this press release may contain forward-looking statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may”, “could”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, or “continue” or the negative thereof or variations thereon or similar terminology. These statements are not historical facts, but reflect management’s current beliefs and are based on information currently available to management regarding future results and events. Particularly, these forward-looking statements are based on management’s estimate of future events based on technological advances relating to GINSMS’ services, current market conditions and past experiences of management in relation to how certain contracts will affect revenues. Forward-looking statements, by their very nature, involve significant risks, uncertainties and assumptions.

A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements, including, but not limited to dependence on major customers, system failures, delays and other problems, increasing competition, security and privacy breaches, dependence on third-party software and equipment, adequacy of network reliance, network diversity and backup systems, loss of significant information, insurance coverage, capacity limits, rapid technology changes, market acceptance, decline in volume of attractions, retention of key members of the management team, success of expansion into Chinese and other Asian markets, credit risk, consolidation of existing customers, dependence on required licenses, economy and politics in countries where the Corporation operates, conflicts of interest and residency of directors and officers. Although the Corporation has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Although the forward-looking statements contained herein are based upon what management believes to be reasonable assumptions, the Corporation cannot assure the reader that actual results will be consistent with these forward-looking statements.

In particular, forward-looking statements included in the present press release are based on the following assumptions:

--  For the next five financial years, the Corporation expects to continue
    to benefit from the business of its current five major customers
    currently representing 88.8% of its revenues as stated in GINSMS' most
    recent audited financial statements for the nine-month period ended
    December 31, 2015.
--  The future launch of certain additional value-added services aimed at
    GINSMS' current and future A2P customers operating mainly in the
    financial and logistic industries will be successful.
--  The Corporation's marketing strategies and efforts will continue to be
    effective and successful in the future.
--  Over the next five financial years, the Corporation will preserve its
    current profit margin in its A2P messaging business.
--  Over the next five financial years, the Corporation's expected revenues
    will be as follows:

---------------------------------------------------------------------------
Financial Year                            Assumptions
---------------------------------------------------------------------------
2016               The Corporation expects to generate new revenues for its
                   A2P messaging business from one new country in Southeast
                   Asia and continue to benefit from its existing business
                   in China and Taiwan. Revenues for the twelve-month
                   period ending December 31, 2016 is expected to grow to
                   approximately CAD$7.04M.
---------------------------------------------------------------------------
2017               The Corporation expects to continue generating new
                   revenues for its A2P messaging business from 2 new
                   countries in Southeast Asia while maintaining business
                   in its existing markets. Revenues for that period are
                   expected to grow by approximately 111% year over year.
---------------------------------------------------------------------------
2018               The Corporation expects to continue generating new
                   revenues for its A2P messaging business from 2 new
                   countries: one in North Asia and one in Southeast Asia
                   while maintaining revenues level in its existing
                   markets. Revenues for that period are expected to grow
                   by approximately 86% year over year.
---------------------------------------------------------------------------
2019 and 2020      The Corporation expects to still continue its growth in
                   revenues for its A2P messaging business through organic
                   growth in its then existing markets with revenues for
                   those financial years expected to increase approximately
                   by 61% and 67% year over year for 2019 and 2020
                   respectively.
---------------------------------------------------------------------------

--  The Corporation does not expect to actively promote its software product
    division business and expects the revenues derive from this division to
    be flat or experience minimal growth. The Corporation will instead focus
    its energy on its A2P messaging business.
--  The Corporation expects the inflation rate to be approximately 4% per
    year on average for the next five years.
--  The Corporation expects to progressively increase its advertising spend
    from CAD$60,000 in the financial year 2016 to CAD$198,000 in the
    financial year ending December 31, 2020.
--  By the end of the third quarter of the financial year 2018, the
    Corporation expects to have raised additional financing of an aggregate
    amount of approximately CAD$11.5 million in one or more tranches.

These forward-looking statements are made as of the date of this press release, have been approved by management as of the date hereof and the Corporation assumes no obligation to update or revise them to reflect new events or circumstances except as may be required by law. Accordingly, readers should not place undue reliance on the forward-looking statements. All forward-looking statements contained in this press release are qualified by this cautionary statement.

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Contacts:
GINSMS Inc.
Joel Chin
CEO
+65-6441-1029
investor.relations@ginsms.com

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