MT48MT49MT50
MT51MT52MT53
MT42MT43MT44
MT45MT46MT47
MT54MT55MT56
MT57MT58MT59
MT60MT61MT62MT63
MT64MT65MT66MT67
MT69MT68MT68MT70
MT48MT49MT50
MT51MT52MT53
MT42MT43MT44
MT45MT46MT47
MT54MT55MT56
MT57MT58MT59
MT60MT61MT62MT63
MT64MT65MT66MT67
MT74MT81MT96MT98 MT91MT87MT88MT95MT100MT91MT89MT91MT86MT84MT100MT91MT96MT95 MT97MT101MT98MT97MT96MT99MT88 MT96MT95MT93MT103
MT69MT68MT68MT70
MT82MT95MT100MT88MT98MT91MT94 MT83MT88MT97MT96MT98MT100
MT111MT42MT52MT47MT53MT46MT51MT119MT123MT121MT115MT124MT45MT116MT120MT112
MT111MT43MT122MT118MT54 MT110MT108MT106MT107MT109MT112
MT114MT50MT49MT125
MT56MT67MT71MT57MT61MT72MT72MT61MT74MT61MT60MT64MT62MT66MT70MT71MT68MT71MT65MT75MT58MT71MT68MT63MT67MT70MT65MT72MT59MT67MT69MT67MT73MT64MT63
MT113MT117MT44MT126MT48MT43MT124MT45MT116MT120MT105
MT72MT82MT95MT86MT96MT98MT97MT96MT98MT84MT100MT88MT87 MT91MT95 MT100MT90MT88 MT80MT84MT103MT94MT84MT95 MT82MT99MT93MT84MT95MT87MT99 MT102MT91MT100MT90 MT93MT91MT94MT91MT100MT88MT87 MT93MT91MT84MT85MT91MT93MT91MT100MT103MT73
MT72MT99MT100MT96MT86MT92 MT80MT96MT87MT88MT79MT77MT75MT76MT78MT73
MT56MT67MT71MT57MT61MT72MT72MT61MT74MT61MT60MT64MT62MT66MT70MT71MT68MT71MT65MT75MT58MT71MT68MT63MT67MT70MT65MT72MT59MT67MT69MT67MT73MT64MT63
MT113MT117MT44MT126MT48MT43MT124MT45MT116MT120MT105
CHARACTERISTICS OF THE GROWTH ENTERPRISE MARKET
(“GEM”) OF THE STOCK EXCHANGE OF HONG KONG LIMITED
(THE “STOCK EXCHANGE”)
GEM has been established as a market designed to accommodate companies to
which a high investment risk may be attached. In particular, companies may list on
GEM with neither a track record of profitability nor any obligation to forecast future
profitability. Furthermore, there may be risks arising out of the emerging nature of
companies listed on GEM and the business sectors or countries in which the
companies operate. Prospective investors should be aware of the potential risks of
investing in such companies and should make the decision to invest only after due
and careful consideration. The greater risk profile and other characteristics of GEM
mean that it is a market more suited to professional and other sophisticated investors.
Given the emerging nature of companies listed on GEM, there is a risk that securities
traded on GEM may be more susceptible to high market volatility than securities
traded on the Main Board and no assurance is given that there will be a liquid
market in the securities traded on GEM.
The principal means of information dissemination on GEM is publication on the
internet website operated by the Stock Exchange. Listed companies are not
generally required to issue paid announcements in gazetted newspapers.
Accordingly, prospective investors should note that they need to have access to
the GEM website in order to obtain up-to-date information on GEM listed issuers.
This report, for which the directors of Bio Cassava Technology Holdings Limited (the
“Company”) collectively and individually accept full responsibility, includes particulars
given in compliance with the Rules Governing the Listing of Securities on the Growth
Enterprise Market (“GEM Listing Rules”) of The
directors, having made all reasonable enquiries, confirm that, to the best of their
knowledge and belief: - (1) the information contained in this report is accurate and
complete in all material respects and not misleading; (2) there are no other matters
the omission of which would make any statement in this report misleading; and (3)
all opinions expressed in this report have been arrived at after due and careful
consideration and are founded on bases and assumptions that are fair and
reasonable.
Interim Repor
t 2007
Bio Cassava Technology Holdings Limited
1
FINANCIAL HIGHLIGHTS
The Group recorded turnover of HK$2,837,000 for the six months ended 30
June 2007, representing an increase of 64.8% from the corresponding period
of last year.
The Group recorded OEM licensing revenue of HK$96,000 for the six months
ended 30 June 2007, representing a decrease of 75.3% from the
corresponding period of last year.
Packaged software sales of HK$2,169,000 for the six months ended 30 June
2007, representing an increase of 73.9% from the corresponding period of
previous year.
The Group recorded a net loss attributable to shareholders for the six months
ended 30 June 2007 of HK$18,579,000 (first six months of 2006:
HK$3,194,000).
The Group’s total operating expenses for the six months ended 30 June
2007 increased by 324.0% compared to first six months of 2006. The increase
in the Group’s total operating expenses was mainly due to the provision of
share-based payments of HK$15,221,000.
The unaudited consolidated results for the six months ended 30 June 2007
and the comparison with last year are set out in the accompanying table.
Bio Cassava Technology Holdings Limited
Interim Repor
t 2007
2
INTERIM RESULTS (UNAUDITED)
The Board of Directors (the “Directors”) of Bio Cassava Technology Holdings
Limited (the “Company”) are pleased to announce the unaudited consolidated
results of the Company and its subsidiaries (the “Group”) for the three months
and six months ended 30 June 2007, together with the unaudited comparative
figures for the corresponding periods in 2006 as follows:
CONDENSED CONSOLIDATED INCOME STATEMENT
(UNAUDITED)
Three months ended Six months ended
30 June 30 June
2007 2006 2007 2006
Notes HK$’000 HK$’000 HK$’000 HK$’000
Revenue 2 1,335 839 2,837 1,722
Cost of sales (262) (62) (553) (142)
Gross profit 1,073 777 2,284 1,580
Other operating
income 3 221 112 481 260
Selling and
distribution
expenses (965) (386) (2,089) (1,013)
Research and
development
expenses (284) (318) (576) (617)
General and
administrative
expenses (17,235) (1,813) (18,679) (3,404)
Loss before
income tax 4 (17,190) (1,628) (18,579) (3,194)
Income tax
expense 5 — — — —
Loss for the
period (17,190) (1,628) (18,579) (3,194)
(Restated) (Restated)
Loss per share 7
– Basic (HK$0.23 cent) (HK$0.03 cent) (HK$0.25 cent) (HK$ 0.05 cent)
– Diluted N/A N/A N/A N/A
Interim Repor
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Bio Cassava Technology Holdings Limited
3
CONDENSED CONSOLIDATED BALANCE SHEET
Unaudited Audited
30 June 31 December
2007 2006
Notes HK$’000 HK$’000
ASSETS AND LIABILITIES
Non-current asset
Property, plant and equipment 496 157
Current assets
Inventories 8 164 116
Trade receivables 9 305 490
Prepayments, deposits and
other receivables 1,228 862
Cash and cash equivalents 39,183 34,147
40,880 35,615
Current liabilities
Trade payables 10 101 72
Other payables and accrued expenses 1,350 1,711
1,451 1,783
Net current assets 39,429 33,832
Net assets / Total assets less
current liabilities 39,925 33,989
EQUITY
Share capital 11 19,229 18,695
Reserves 20,696 15,294
Total equity 39,925 33,989
Bio Cassava Technology Holdings Limited
Interim Repor
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4
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN
EQUITY (UNAUDITED)
For the six months ended 30 June 2007
Capital Share
Share Share redemption Warrants option Reorganisation Accumulated
capital premium reserve reserve reserve reserve losses Total
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
At 1 January 2006 12,464 87,601 37 6,250 — 3,000 (91,488) 17,864
Loss for the period ——————(3,194) (3,194)
At 30 June 2006 12,464 87,601 37 6,250 — 3,000 (94,682) 14,670
At 1 January 2007 18,695 104,596 37 6,250 — 3,000 (98,589) 33,989
Issurance of warrants issue ———6,230 ———6,230
Warrants issue expenses — (994) —————(994)
Exercise of warrants 534 4,859 — (1,335) ———4,058
Recognition of equity-settled
share-based payments ————15,221 ——15,221
Loss for the period ——————(18,579) (18,579)
At 30 June 2007 19,229 108,461 37 11,145 15,221 3,000 (117,168) 39,925
As at 30 June 2007, the aggregated amount of the above balances of HK$20,696,000
(As at 31 December 2006: HK$15,294,000) in surplus represented the reserves in the
condensed consolidated balance sheet.
Interim Repor
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Bio Cassava Technology Holdings Limited
5
CONDENSED CONSOLIDATED CASH FLOW STATEMENT
(UNAUDITED)
Six months
ended 30 June
2007 2006
HK$’000 HK$’000
Net cash (used in) / from operating activities (3,867) 7,149
Net cash (used in) / from investing activities (391) 155
Net cash from financing activities 9,294 —
Increase in cash and cash equivalents 5,036 7,304
Cash and cash equivalents at 1 January 34,147 7,272
Cash and cash equivalents at 30 June 39,183 14,576
Bio Cassava Technology Holdings Limited
Interim Repor
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6
Notes:
1 Basis of presentation and accounting policies
The Group’s unaudited condensed consolidated interim financial statements have
been prepared in accordance with the Hong Kong Accounting Standard (“HKAS”)
34 “Interim Financial Reporting” issued by the Hong Kong Institute of Certified
Public Accountants (“HKICPA”) and the disclosure requirements as set out in Chapter
18 of the GEM Listing Rules.
The unaudited condensed consolidated interim financial statements have been
prepared under the historical cost basis. The accounting policies and basis of
preparation adopted in these interim financial statements are consistent with those
adopted in the Group’s annual financial statements for the year ended 31 December
2006.
The condensed consolidated interim financial statements have not been audited
by the Company’s auditors but have been reviewed by the Company’s audit
committee.
From 1 January 2007, the Group has adopted the following new and amended Hong
Kong Financial Reporting Standards (“HKFRSs”), which are first effective on 1 January
2007.
HKAS 1(Amendment) Presentation of Financial Statements – Capital
Disclosures
HKFRS 7 Financial Instruments – Disclosures
HK(IFRIC) – Int 7 Applying the Restatement Approach under HKAS
29 Financial Reporting in Hyperinflationary
Economies
HK(IFRIC) – Int 8 Scope of HKFRS 2
HK(IFRIC) – Int 9 Reassessment of Embedded Derivatives
HK(IFRIC) – Int 10 Interim Financial Reporting and Impairment
The adoption of these new and amended HKFRSs did not result in significant changes
in the Group’s accounting policies.
Interim Repor
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Bio Cassava Technology Holdings Limited
7
New or amended HKFRSs that have been issued but are not yet effective
The Group has not early adopted the following HKFRSs that have been issued but
are not yet effective. The directors of the Company anticipate that the adoption of
such HKFRSs will not result in material financial impact on the Group’s financial
statements.
HK(IFRIC) – Int 11 HKFRS 2: Group and Treasury Share Transactions
1
HK(IFRIC) – Int 12 Service Concession Arrangements
2
HKFRS 8 Operating Segments
3
HKAS 23 (Revised) Borrowing Costs
3
Notes:
1
Effective for annual periods beginning on or after 1 March 2007
2
Effective for annual periods beginning on or after 1 January 2008
3
Effective for annual periods beginning on or after 1 January 2009
2 Revenue and segment information
The Group is principally engaged in software and embedded systems development.
Revenue, which is also the Group’s turnover recognised during the relevant periods
are as follows:
Unaudited Unaudited
Three months ended Six months ended
30 June 30 June
2007 2006 2007 2006
HK$’000 HK$’000 HK$’000 HK$’000
Turnover
Sale of goods 1,292 690 2,741 1,334
Licensing income 43 149 96 388
1,335 839 2,837 1,722
In accordance with the Group’s internal financial reporting, the Group has determined
that business segment is presented as the primary reporting format and geographic
segment as the secondary reporting format.
No business segment analysis is provided as sales and licensing of software and
embedded systems is the Group’s only major business segment.
Bio Cassava Technology Holdings Limited
Interim Repor
t 2007
8
Geographical segment analysis is as follows:
Segment revenue Segment results
Unaudited Unaudited
Six months Six months
ended 30 June ended 30 June
2007 2006 2007 2006
HK$’000 HK$’000 HK$’000 HK$’000
Hong Kong 2,837 1,601 (18,386) (2,660)
Mainland China — 121 (193) (196)
Unallocated costs — — — (338)
2,837 1,722 (18,579) (3,194)
Capital expenditures
Segment assets Unaudited
Unaudited Audited Six months
30 June 31 December ended 30 June
2007 2006 2007 2006
HK$’000 HK$’000 HK$’000 HK$’000
Hong Kong 39,758 33,774 413 32
Mainland China 1,618 1,998 — —
41,376 35,772 413 32
Sales are based on the country in which the Group’s customers are located and
segment assets and capital expenditure are where the assets are located.
Unallocated costs represent corporate expenses. Segment assets consist primarily
of property, plant and equipment, inventories, receivables and operating cash.
Capital expenditure comprises additions to property, plant and equipment.
Interim Repor
t 2007
Bio Cassava Technology Holdings Limited
9
3 Other operating income
Unaudited Unaudited
Three months ended Six months ended
30 June 30 June
2007 2006 2007 2006
HK$’000 HK$’000 HK$’000 HK$’000
Interest income 221 74 480 187
Sundry income — 38 1 73
221 112 481 260
4 Loss before income tax
Unaudited Unaudited
Three months ended Six months ended
30 June 30 June
2007 2006 2007 2006
HK$’000 HK$’000 HK$’000 HK$’000
Loss before income tax
is arrived at after
charging / (crediting):
Depreciation 39 101 73 202
Write back of provision
for obsolete stocks (107) — (107) —
Share-based payment
expenses 15,221 — 15,221 —
5 Income tax expense
No Hong Kong profits tax has been provided as the Group did not generate any
assessable profits arising in Hong Kong for the six months ended 30 June 2007 (six
months ended 30 June 2006: Nil).
During the six months ended 30 June 2007, provision for the profits tax of subsidiaries
operating outside Hong Kong has not been provided as the subsidiaries did not
generate any assessable profits in the respective jurisdictions (six months ended 30
June 2006: Nil).
At 30 June 2007, the Group has net deferred tax assets mainly arising from tax losses
of approximately HK$6,000,000 (As at 31 December 2006: HK$2,961,000). However,
the net deferred tax assets have not been recognised as it is uncertain whether
future taxable profit will be available for utilising the accumulated tax losses. Under
the current tax legislation, the tax losses can be carried forward indefinitely.
Bio Cassava Technology Holdings Limited
Interim Repor
t 2007
10
6 Interim dividend
The Directors do not recommend the payment of interim dividend for the six months
ended 30 June 2007 (six months ended 30 June 2006: Nil).
7 Loss per share
The calculation of the basic loss per share is based on the Group’s unaudited
consolidated loss attributable to equity holders of the Company for the three months
and six months ended 30 June 2007 of HK$17,190,000 and HK$18,579,000
respectively (three months and six months ended 30 June 2006: HK$1,628,000 and
HK$3,194,000 respectively) and on the weighted average number of shares of
7,523,920,652 and 7,550,301,104 respectively (three months and six months ended
30 June 2006 (restated): 6,012,541,962) ordinary shares of the Company in issue
during the periods.
No diluted loss per share has been presented in the current period (2006: Nil)
because the exercise of the Company’s outstanding share options and warrants
would reduce loss per share.
The weighted average number of shares for the purposes of calculating basic and
diluted loss per share for the three months and six months ended 30 June 2007 and
30 June 2006 has been adjusted to reflect the share subdivision effective on 3 July
2007. Details of the share subdivision are disclosed in note 11.
The weighted average number of shares for the purposes of calculating basic loss
per share for the three months and six months ended 30 June 2006 has also been
adjusted to reflect the issuance of rights shares issued on 23 November 2006.
8 Inventories
Unaudited Audited
30 June 31 December
2007 2006
HK$’000 HK$’000
Merchandise 104 65
Finished goods 60 51
164 116
Interim Repor
t 2007
Bio Cassava Technology Holdings Limited
11
9 Trade receivables
Unaudited Audited
30 June 31 December
2007 2006
HK$’000 HK$’000
Trade receivables 2,948 3,133
Less: Provision for impairment of receivables (2,643) (2,643)
Trade receivables – net 305 490
The Group allows an average credit term of 30-90 days to its trade customers. The
ageing analysis of the net trade receivables was as follows:
Unaudited Audited
30 June 31 December
2007 2006
HK$’000 HK$’000
Current 260 87
31-90 days 33 178
91-180 days 10 225
Over 180 days 2 —
305 490
The carrying amounts of trade receivables approximate to their fair value.
Bio Cassava Technology Holdings Limited
Interim Repor
t 2007
12
10 Trade payables
The ageing analysis of the trade payables was as follows:
Unaudited Audited
30 June 31 December
2007 2006
HK$’000 HK$’000
Current 84 61
31-90 days 17 11
101 72
The carrying amounts of trade payables approximate to their fair value.
11 Share capital
Number of shares Share capital
30 June 31 December 30 June 31 December
2007 2006 2007 2006
(Unaudited) (Audited) (Unaudited) (Audited)
’000 ’000 HK$’000 HK$’000
Authorised:
Ordinary shares of
HK$0.01 each 50,000,000 50,000,000 500,000 500,000
Issued and fully paid:
At the beginning of
the period / year 1,869,525 1,246,350 18,695 12,464
Issuance of rights shares — 623,175 — 6,231
Exercise of warrants (Note) 53,400 — 534 —
At the end of the
period / year 1,922,925 1,869,525 19,229 18,695
Interim Repor
t 2007
Bio Cassava Technology Holdings Limited
13
Note:
A resolution was passed on 11 October 2006 to approve a rights issue on the basis
of one rights share for every two shares held by the shareholders in the register of
members on 1 November 2006 at the subscription price of HK$0.039 each. The rights
issue resulted in the issue of 623,175,000 shares of HK$0.01 each for a total cash
consideration before share issue expenses of approximately HK$24 million.
On 13 December 2006, the Company entered into the placing agreement with the
placing agent in connection with the placing, on a fully underwritten basis, to place
up to 249,200,000 warrants conferring rights to subscribe up to 249,200,000 shares
at an initial subscription price of HK$0.076 per share. The warrants are to be placed
at an issue price of HK$0.025 per warrant. Each warrant will entitle the holder thereof
to subscribe for one share at an initial subscription price of HK$0.076 per share
during the two-year period commencing from the date of listing of the warrants.
The placing is completed on 24 January 2007. Dealings in the warrants on the Hong
Kong Stock Exchange commenced on 29 January 2007.
During the period, the issued share capital of the Company was increased from
approximately HK$18,695,000 to HK$19,229,000 by part of warrants issue were
exercised for 53,400,000 shares of HK$0.01 each with subscription price of HK$0.076
per warrant.
On 4 June 2007, the Company announced a proposed subdivision of shares. The
Company proposed that each of the existing issued and unissued shares of par
value of HK$0.01 in the share capital of the Company be subdivided into 4 subdivided
shares of par value of HK$0.0025 each. On 29 June 2007, the Company announced
that at the extraordinary general meeting (“EGM”) held on that date, the share
subdivision were duly passed by the shareholders and following the approval at the
EGM, the listing committee has granted approval for the listing of and the permission
to deal in the subdivided shares on GEM. The share subdivision will become effective
on 3 July 2007. Upon the share subdivision becoming effective, the authorised share
capital of the Company will be HK$500,000,000 divided into 200,000,000,000
subdivided shares with par value of HK$0.0025 each. For further details, please refer
to note 15.
Bio Cassava Technology Holdings Limited
Interim Repor
t 2007
14
12. Share-based payment transactions
(i) Share option scheme
Movements in share options granted during the period ended 30 June 2007
were as follows:
Options to subscribe for shares of the Company
Outstanding Outstanding
as at Granted Exercised Lapsed as at Exercise
Date of 1 January during during during 30 June Option exercise price
grant 2007 the period the period the period 2007 period per share
Director
Kwan Kin Chung 29/5/2007 — 4,000,000 ——4,000,000 29/5/2007 to 28/5/2017 HK$0.45
Tam Kam Biu William 29/5/2007 — 5,000,000 ——5,000,000 29/5/2007 to 28/5/2017 HK$0.45
Wan Xiaolin 29/5/2007 — 3,000,000 ——3,000,000 29/5/2007 to 28/5/2017 HK$0.45
Chen Man Lung 29/5/2007 — 4,000,000 ——4,000,000 29/5/2007 to 28/5/2017 HK$0.45
Leung Lap Yan 29/5/2007 — 2,000,000 ——2,000,000 29/5/2007 to 28/5/2017 HK$0.45
Leung Lap Fu Warren 29/5/2007 — 2,000,000 ——2,000,000 29/5/2007 to 28/5/2017 HK$0.45
Ip Chi Wai 29/5/2007 — 1,000,000 ——1,000,000 29/5/2007 to 28/5/2017 HK$0.45
Tse Wang Cheung 29/5/2007 — 1,000,000 ——1,000,000 29/5/2007 to 28/5/2017 HK$0.45
Angus
Shiu Kwok Keung 29/5/2007 — 1,000,000 ——1,000,000 29/5/2007 to 28/5/2017 HK$0.45
Employees 29/5/2007 — 3,000,000 ——3,000,000 29/5/2007 to 28/5/2017 HK$0.45
in aggregate
Consultants 29/5/2007 — 163,190,000 ——163,190,000 29/5/2007 to 28/5/2017 HK$0.45
Total — 189,190,000 ——189,190,000
Interim Repor
t 2007
Bio Cassava Technology Holdings Limited
15
(ii) Valuation of options
During the period, 189,190,000 options were granted on 29 May 2007. The
estimated fair value of the options granted to directors, certain employees
and consultants is HK$15,221,000. As the fair value of the services provided
by them could not be estimated reliably, the fair value of the services is
measured by the reference to the fair value of options granted at the date the
services are performed.
The fair value was calculated using the Black-Scholes pricing model (the
“Model”). The following table lists the significant inputs to the Model used
for the period ended 30 June 2007.
Stock price at grant date HK$0.45
Exercise price HK$0.45
Expected volatility 41.4%
Expected life 1 year
Risk free rate 3.5%
Expected dividend yield 0.0%
Expected volatility was determined by calculating the historical volatility of
the Company’s share price over the previous 6 months. The expected life used
in the model was based on management’s best estimation taking into account
non-transferability and other behavioral consideration. Risk free rate was
determined by reference to the yield of 1 year Exchange Fund Notes at the
date of grant. Expected dividend yield was based on historical dividend yield
of the shares of the Company.
13 Commitments
(a) Capital commitments
Unaudited Audited
30 June 31 December
2007 2006
HK$’000 HK$’000
Contracted, but not provided for:
– Acquisition of technical know-how 2,000 —
Bio Cassava Technology Holdings Limited
Interim Repor
t 2007
16
(b) Commitments under operating leases
As at 30 June 2007, the total future minimum lease payments under non-
cancellable operating leases in respect of land and buildings of the Group
were payable as follows:
Unaudited Audited
30 June 31 December
2007 2006
HK$’000 HK$’000
Within one year 1,170 1,608
In the second to the fifth year 348 827
1,518 2,435
Interim Repor
t 2007
Bio Cassava Technology Holdings Limited
17
14 Related party transactions
Significant related party transactions, which were carried out in the normal course
of the Group’s business, were as follows:
Unaudited Unaudited
Three months ended Six months ended
30 June 30 June
2007 2006 2007 2006
Notes HK$’000 HK$’000 HK$’000 HK$’000
Office and warehouse
rental expenses
– Culturecom Centre
Limited (i) 155 22 305 45
– Tilpifa Company
Limited (ii) — 119 — 238
155 141 305 283
Building management fees
– Prosperity Land Estate
Management Limited (ii) — 39 — 79
Company secretarial fees
– Asia Orient Company
Limited (ii) — 30 — 54
Notes:
(i) Office and warehouse rental agreements were entered into with Culturecom
Centre Limited, a subsidiary of Culturecom Holdings Limited, one of the
substantial shareholders of the Company, with the rents charged at fixed
monthly fees.
(ii) Office rental agreement was entered into with Tilpifa Company Limited, a
subsidiary of Asia Orient Holdings Limited, with rental charged at fixed monthly
fees. Building management and company secretarial fees were paid to
Prosperity Land Estate Management Limited and Asia Orient Company
Limited, subsidiaries of Asia Orient Holdings Limited, and were charged at
fixed monthly rates. Asia Orient Holdings Limited has ceased to be one of
the substantial shareholders of the Company after its disposals of its indirectly
equity interests in the Company in 2006.
Bio Cassava Technology Holdings Limited
Interim Repor
t 2007
18
15. Events after the period ended 30 June 2007
With respect to the share subdivision, as approved in the EGM dated 29 June 2007,
each outstanding share option to subscribe for one share will be able to subscribe
for 4 subdivided shares. The exercise price of the share option will be adjusted from
HK$0.45 per share to HK$0.1125 per subdivided share. The subscription price of
the warrants will be adjusted from HK$0.076 per share to HK$0.019 per subdivided
share in accordance with the terms of the warrants. For further details, please refer
to the announcement dated 14 June 2007 and 29 June 2007.
Interim Repor
t 2007
Bio Cassava Technology Holdings Limited
19
MANAGEMENT’S DISCUSSION AND ANALYSIS
Liquidity and financial resources
The Group has no interest bearing debt. During the six months ended 30 June
2007, the issued share capital of the Company was increased from approximately
HK$18,695,000 to HK$19,229,000 by part of warrants issue were exercised for
53,400,000 shares of HK$0.01 each with subscription price of HK$0.076 per
warrant. The Group relies on the internal resources, the net proceeds from its
IPO and the subsequent issue of warrants as sources of funding. The Group
keeps most of its cash in Hong Kong dollars as short term fixed deposit at
banks, and balances of cash are kept in bank accounts as working capital of the
Group.
The Group kept a minimum amount of cash as working capital in a bank account
of its subsidiary in China in Renminbi and the balance in Hong Kong dollars.
The Group has no credit facilities and no borrowing outstanding as at 30 June
2007 (As at 30 June 2006: Nil).
There is no charge on the Group’s assets as at 30 June 2007 (As at 30 June
2006: Nil).
The Group has no debt as at 30 June 2007 (As at 30 June 2006: Nil).
The gearing ratio of the Group, based on total debt to total equity, was nil as at
30 June 2007 (As at 30 June 2006: Nil).
Order book
Due to the nature of the Group’s business, the Group does not maintain an
order book.
Investment
Since 31 December 2006, there is no other significant investment held by the
Group.
Acquisition, disposal of subsidiary and affiliated companies
The Group did not have any material acquisition or disposal of subsidiaries or
affiliated companies for the six months ended 30 June 2007.
Bio Cassava Technology Holdings Limited
Interim Repor
t 2007
20
Employee information
As at 30 June 2007, the Group employed 30 staff (As at 30 June 2006: 27). Total
staff costs, including directors’ emoluments were approximately HK$3.3 million
for the six months ended 30 June 2007 as compared with that of approximately
HK$2.7 million for the corresponding period of the preceding financial year.
The Group remunerated its employees mainly based on industry practices and
individual’s performance and experience. On top of regular remuneration,
discretionary bonuses and share options may be granted to eligible staff by
reference to the Group’s performance as well as the individuals’ performance.
Future plans for material investments and capital assets
The Company has developed a strategic alliance with Becky Agric Bio Energy
Co., Limited, to perform research and development of biotechnology and
related manufacturing technology, which will be applied to convert cassava into
ethanol, which could be used as a renewable source of energy. The founder of
Becky Agric Bio Energy has over four decades of experience in micro-organism
and bacteria technology. Becky’s technology of their proprietary Luoding
Rhodobacteriineae offers high yield on ethanol fermentation generated from
cassava and the Company expects that the project could be launched to market
within year 2007. As at 30 June 2007, the Company signed a joint project in
R&D of related technology at a cost of HK$2 million.
The Group plans to build a factory in Yun Fu, China for the development of
biotech and renewable energy business. The Group will focus its efforts to
diversify its products and service offerings related to biotech and renewable
energy market to derive new sources of revenue and to promote its existing
products, Q9 CIS Chinese and English version, to OEM customers in the Greater
China region. Accordingly, the business objective relating to the promotion of
Q9 CIS into other markets, as stated in the Prospectus of the Group will be
adjusted.
Segment information
Details of the segment information have been set out in note 2 under notes to
the unaudited interim financial statements and further elaborated under
“Business Review and Prospects”.
Interim Repor
t 2007
Bio Cassava Technology Holdings Limited
21
Hedging policy
The Group does not have any material exposure to fluctuations in exchange or
interest rates. Therefore, no hedging measures have been taken at present.
Contingent liabilities
The Group does not have any contingent liabilities as at 30 June 2007 (As at 30
June 2006: Nil).
CHANGE OF THE NAME OF THE COMPANY
On 27 April 2007, the name of the Company was changed from “Q9 Technology
Holdings Limited” to “Bio Cassava Technology Holdings Limited”. The Chinese
name of the Company “Xp"!”, which is for identification
purpose only, remains unchanged.
BUSINESS REVIEW AND PROSPECTS
The consolidated turnover of the Company and its subsidiaries for the six months
ended 30 June 2007, amounted to HK$2,837,000, representing an increase of
64.8% from the corresponding period of last year. Loss attributable to
shareholders for the six months ended 30 June 2007 amounted to HK$18,579,000
compared to a loss of HK$3,194,000 for the corresponding period of last year.
The loss per share was HK$0.25 cent (six months ended 2006 (restated): loss
per share of HK$0.05 cent).
The Group’s total operating expenses for the six months ended 30 June 2007
increased by 324.0% compared to the first six months of 2006. The increase in
the Group‘s total operating expenses was mainly due to the provision of share-
based payments of HK$15,221,000.
The OEM licensing revenue amounted to HK$96,000 for the six months ended
30 June 2007, representing a decrease of 75.3% from the corresponding period
of last year.
Packaged software sales of HK$2,169,000 for the six months ended 30 June
2007, representing an increase of 73.9% from the corresponding period of
previous year.
Bio Cassava Technology Holdings Limited
Interim Repor
t 2007
22
The focus of the Group’s efforts for the year 2007 will be to diversify its products
and service offerings related to biotech and renewable energy market to derive
new sources of revenue, while continue its marketing effort in promoting Q9
CIS to OEM customers, and the end user markets. Management believes the
Group has sufficient resources and ability to diversify its new business areas
related to the biotech and renewable energy market, and derives new sources
of revenue for the Group in the near future.
The Company has developed a strategic alliance with Becky Agric Bio Energy
Co., Limited, to perform research and development of biotechnology and
related manufacturing technology, which will be applied to convert cassava into
ethanol, which could be used as a renewable source of energy. The founder of
Becky Agric Bio Energy has over four decades of experience in micro-organism
and bacteria technology. Becky’s technology of their proprietary Luoding
Rhodobacteriineae offers high yield on ethanol fermentation generated from
cassava and the Company expects that the project could be launched to market
within year 2007.
DIRECTORS’ AND CHIEF EXECUTIVE’S INTERESTS AND SHORT
POSITIONS IN SHARES, UNDERLYING SHARES AND
DEBENTURES
As at 30 June 2007, save for the interest of the directors in share options as
below, neither of the Directors nor the chief executive had interests and or
short positions in the shares of the Company (“Shares”), underlying Shares and
debentures of the Company and its associated corporations (within the meaning
of Part XV of the Securities and Futures Ordinance (“SFO”)) which (i) are required
to be notified to the Company and the Stock Exchange pursuant to Divisions 7
and 8 of Part XV of the SFO (including interests and short positions which they
are taken or deemed to have under such provision of the SFO); or (ii) were
recorded in the register required to be kept under Section 352 of the SFO, or
(iii) have to be notified to the Company and the Stock Exchange pursuant to
the required standards of dealing by Directors as referred to in Rule 5.46 of the
GEM Listing Rules.
Interim Repor
t 2007
Bio Cassava Technology Holdings Limited
23
LONG POSITIONS IN UNDERLYING SHARES OF THE COMPANY
Share Option
As at 30 June 2007, there were a total of 23,000,000 outstanding share options
of the Company granted to the directors of the Company, details of which are
summarized in the following table:
Options to subscribe for shares of the Company
Outstanding Outstanding
as at Granted Exercised Lapsed as at Exercise
Date of 1 January during the during the during the 30 June price per
Director grant 2007 period period period 2007 Option exercise period share
Kwan Kin Chung 29/5/2007 — 4,000,000 ——4,000,000 29/5/2007 to 28/5/2017 HK$0.45
Tam Kam Biu
William 29/5/2007 — 5,000,000 ——5,000,000 29/5/2007 to 28/5/2017 HK$0.45
Wan Xiaolin 29/5/2007 — 3,000,000 ——3,000,000 29/5/2007 to 28/5/2017 HK$0.45
Chen Man Lung 29/5/2007 — 4,000,000 ——4,000,000 29/5/2007 to 28/5/2017 HK$0.45
Leung Lap Yan 29/5/2007 — 2,000,000 ——2,000,000 29/5/2007 to 28/5/2017 HK$0.45
Leung Lap Fu
Warren 29/5/2007 — 2,000,000 ——2,000,000 29/5/2007 to 28/5/2017 HK$0.45
Ip Chi Wai 29/5/2007 — 1,000,000 ——1,000,000 29/5/2007 to 28/5/2017 HK$0.45
Tse Wang Cheung
Angus 29/5/2007 — 1,000,000 ——1,000,000 29/5/2007 to 28/5/2017 HK$0.45
Shiu Kwok Keung 29/5/2007 — 1,000,000 ——1,000,000 29/5/2007 to 28/5/2017 HK$0.45
Total — 23,000,000 ——23,000,000
Note:
The option exercise period is commenced from the date of grant for ten years. The options
may be exercised at any time within the option period provided that the options have
been vested. As at 30 June 2007, all options have been vested.
The closing price of the shares immediately before the date of grant of options was
HK$0.45.
Save as disclosed above, none of the Directors or the chief executives of the
Company had any interest or short positions in any shares, underlying shares
or debentures of the Company or any of its associated corporations at 30 June
2007.
The above share options are granted pursuant to the Company’s share option
scheme adopted on 27 April 2007.
Bio Cassava Technology Holdings Limited
Interim Repor
t 2007
24
SHARE OPTION SCHEMES
On 27 April 2007, a new share option scheme (the “New Share Option Scheme”)
was adopted by the shareholders of the Company and the share option scheme
adopted by the Company on 30 April 2002 (the “Old Share Option Scheme”)
was terminated accordingly on the same date. No share option was outstanding
under the Old Share Option Schame.
As at 30 June 2007, options to subscribe for up to an aggregate of 189,190,000
shares of HK$0.01 each had been granted by the Company under the New
Share Option Scheme. Details of the share options which had been granted
under the New Share Option Scheme are as follows:
Options to subscribe for shares of the Company
Outstanding Outstanding
as at Granted Exercised Lapsed as at Exercise
Category Date of 1 January during the during the during the 30 June price per
of participant grant 2007 period period period 2007 Option exercise period share
Directors 29/5/2007 — 23,000,000 ——23,000,000 29/5/2007 to 28/5/2017 HK$0.45
Employees other 29/5/2007 — 3,000,000 ——3,000,000 29/5/2007 to 28/5/2017 HK$0.45
than the
directors
of the Company
Consultants 29/5/2007 — 163,190,000 ——163,190,000 29/5/2007 to 28/5/2017 HK$0.45
Total — 189,190,000 ——189,190,000
Note:
The option exercise period is commenced from the date of grant for ten years. The options
may be exercised at any time within the option period provided that the options have
been vested. As at 30 June 2007, all options have been vested.
The closing price of the shares immediately before the date of grant of options
was HK$0.45.
During the period, there were no options being exercised, cancelled or lapsed.
Details of options granted to Directors under the New Share Option Scheme
are set out in the sub-section headed “Long Position in Underlying Shares of
the Company” under the section headed “Directors’ and Chief Executive’s
Interests and Short Positions in Shares, Underlying Shares and Debentures”.
Interim Repor
t 2007
Bio Cassava Technology Holdings Limited
25
SUBSTANTIAL SHAREHOLDERS’ AND OTHER PERSONS’
INTERESTS AND SHORT POSITIONS IN SHARES AND
UNDERLYING SHARES
As at 30 June 2007, according to the register of interests kept by the Company
under Section 336 of the SFO, the following parties (in addition to those
disclosed above in respect of the Directors and chief executives) had interests
or short positions in the shares or underlying shares of the Company which
were required to be recorded in the register and/or were directly or indirectly
interested in 5% or more of the issued share capital carrying rights to vote in all
circumstances at general meetings of any other members of the Group:
Long positions in shares of the Company
Name of shareholder Number of Approximate
shares percentage holding
Step Up Co., Ltd. 409,122,500 21.28%
Mr. Kuan Sio Kai (Note (i)) 409,122,500 21.28%
Winway H.K. Investments Limited 450,952,500 23.45%
Culturecom Holdings Limited (Note (ii)) 450,952,500 23.45%
Notes:
(i) Mr. Kuan Sio Kai is deemed to be interested in 409,122,500 shares through his
controlling interest (100%) in Step Up Co., Ltd..
(ii) Winway H.K. Investments Limited is a wholly-owned subsidiary of Culturecom
Investments Limited, which is, in turn, a wholly-owned subsidiary of Culturecom
Holding (BVI) Limited. Culturecom Holding (BVI) Limited is a wholly-owned subsidiary
of Culturecom Holding Limited. Each of Culturecom Investments Limited,
Culturecom Holding (BVI) Limited and Culturecom Holdings Limited is deemed to
be interested in 450,952,500 shares through its controlling interest (100%) in Winway
H.K. Investments Limited.
Save as disclosed above, as at 30 June 2007, the Directors are not aware of any
other persons who had interests or short positions in the shares or underlying
shares of the Company which were interested in 5% or more of the issued share
capital carrying rights to vote in all circumstances at general meetings of any
other members of the Group.
Bio Cassava Technology Holdings Limited
Interim Repor
t 2007
26
DIRECTORS’ INTERESTS IN COMPETING BUSINESS
None of the Directors or management shareholders of the Company (as defined
in the GEM Listing Rules) has an interest in a business which competes or may
compete with the business of the Group.
PURCHASE, SALE OR REDEMPTION OF SECURITIES
The Company has not redeemed any of its shares during six months ended 30
June 2007. Neither the Company nor any of its subsidiaries purchased or sold
of the Company’s listed securities during the six months ended 30 June 2007.
CORPORATE GOVERNANCE
The Code on Corporate Governance Practices set out in Appendix 15 of the
GEM Listing Rules (“Code”) takes effect from 1 January 2005. The Company is
committed to maintain a high standard of corporate governance. To maintain a
good and solid framework of corporate governance will ensure the Company
to run its business in the best interests of the shareholders. Throughout the six
months ended 30 June 2007 under review, the Company has complied with the
Code.
DIRECTOR’S SECURITIES TRANSACTIONS
The Company has adopted Rules 5.48 to 5.67 of the GEM Listing Rules as its
code of conduct for securities transactions by Directors of the Company (“Code
for Director’s Dealings”). The Company has made specific enquiry with Directors
and all Directors have complied with the requirements set out in the Code for
Director’s Dealing for the six months ended 30 June 2007 under review.
AUDIT COMMITTEE
The audit committee comprises three independent non-executive directors,
namely Mr. Ip Chi Wai, Mr. Tse Wang Cheung Angus and Mr. Shiu Kwok Keung,
with written terms of reference in compliance with code provision C.3.3 of the
Code as set out in Appendix 15 of the GEM Listing Rules. Mr. Ip Chi Wai is the
chairman of the audit committee.
Interim Repor
t 2007
Bio Cassava Technology Holdings Limited
27
The primary duties of the audit committee are to review and supervise the
Group’s financial reporting process and internal control procedures. The Group’s
unaudited condensed consolidated interim results for the six months ended 30
June 2007 have been reviewed by the audit committee together with
management, which was of the opinion that the preparation of such results
complied with the applicable accounting standards and requirements and that
adequate disclosures have been made.
APPROVAL OF THE FINANCIAL STATEMENTS
The financial statements were approved by the board of directors on 13 August
2007.
By order of the Board
Leung Lap Yan
Chairman
Hong Kong, 13 August, 2007
As of the date of this report, the Board comprises Mr. Kwan Kin Chung, Mr. Tam Kam Biu
William, Mr. Wan Xiaolin and Mr. Chen Man Lung as executive Directors, Mr. Leung Lap
Yan and Mr. Leung Lap Fu Warren as non-executive Directors, and Mr. Ip Chi Wai, Mr. Tse
Wang Cheung Angus and Mr. Shiu Kwok Keung as independent non- executive Directors.
2007 Interim Report |
