(
科聯系統集團有限公司
)
(Incorporated in Bermuda with limited liability)
Stock Code: 46
INTERIM REPORT
– 1
| CONTENTS | |
| Corporate Information | 2 |
| Chairman’s Statement | 3 |
| Management Discussion and Analysis | 4 |
| Condensed Consolidated Income Statement | 6 |
| Condensed Consolidated Balance Sheet | 7 |
| Condensed Consolidated Statement of Changes in Equity | 8 |
| Condensed Consolidated Cash Flow Statement | 9 |
| Notes to Condensed Consolidated Interim Financial Information | 10 |
| Other Information | 16 |
– 2 –
CORPORATE INFORMATION
EXECUTIVE DIRECTORS
Ng Cheung Shing (Chairman)
Leung King San Sunny
Ma Mok Hoi
INDEPENDENT NON-EXECUTIVE
DIRECTORS
Ha Shu Tong
Lee Kwok On, Matthew
Ting Leung Huel, Stephen
COMPANY SECRETARY
Ng Kwok Keung
AUDITORS
Ernst & Young
Certified Public Accountants
18th Floor, Two International Finance Centre
8 Finance Street
Central
Hong Kong
PRINCIPAL BANKERS
The Hongkong and Shanghai Banking
Corporation Limited
1 Queen’s Road Central
Central
Hong Kong
REGISTRATION OFFICE
Clarendon House
2 Church Street
Hamilton HM11
Bermuda
HEAD OFFICE AND PRINCIPAL
PLACE OF BUSINESS
30th Floor, Prosperity Millennia Plaza
663 King’s Road
North Point
Hong Kong
PRINCIPAL SHARE REGISTRAR
AND TRANSFER OFFICE
The Bank of Bermuda Limited
Bank of Bermuda Building
6 Front Street
Hamilton HM11
Bermuda
HONG KONG BRANCH SHARE
REGISTRAR AND TRANSFER
OFFICE
Tricor Tengis Limited
26th Tesbury Centre
28 Queen’s Road East
Wanchai
Hong Kong
WEBSITE
http://www.ctil.com
– 3 –
CHAIRMAN’S STATEMENT
Dear Shareholders,
I am glad to present the interim results of Computer And Technologies Holdings Limited
and its subsidiaries (collectively the “Group”) for the six-month period ended 30 June
2007.
The Group’s consolidated revenue increased by 3.2% to HK$117.3 million (2006:
HK$113.7 million). The net profit attributable to shareholders increased to HK$10.4
million (2006: HK$3.6 million), a rise of 192% over the same period of the previous
year.
The improved results were attributed mainly to the increased profit contributions from
the Group’s integration and solutions business and the improvement in the overall profit
margin from 35.1% to 37.3%. The established and diversified sources of recurring income
from IT outsourcing services and Application Services segment also contributed stable
income to the Group.
The earnings per share for the period, with the effects of 638,000 share repurchased,
was 3.92 Hong Kong cents (2006: 1.32 Hong Kong cents) or an increase of 197%
compared with the same period last year. The Board does not recommend the payment
of any interim dividend (2006: Nil).
The Group maintained a strong financial position with a net cash balance of
approximately HK$161.7 million as of 30 June 2007. The healthy financial position
provided the Group with good foundations in capturing growth opportunities once they
emerge.
Prospect
Riding on the strong economic growth in China, the Group secured a substantial volume
of integration and solutions business as of the announcement date. The Management is
optimistic that, with the Group’s strong customer base and well-established operation in
China, the integration and solutions business will continue to grow in the coming years.
Besides, the strong recurring revenue streams generated from Application Services
segment will provide additional stable income for the Group to minimize the impact due
to unforeseeable fluctuations of the market.
With the gradual progress in integrating the resources among business units and across
Hong Kong and China, the Group is benefiting from the synergy effects toward a more
competitive and effective organizational structure. In addition, the acquisition of Y&A
Professional Services Limited in last November also enlarged the Group’s profit and
business scale. The Management will continue to explore merger and acquisition
opportunities to further expand the scale of businesses and hence the shareholders’ value.
Appreciation
I would like to extend my sincere thanks and appreciation to our shareholders, our
employees, our customers, suppliers and business partners for their continuous confidence
and support to the Group during the period.
Ng Cheung Shing
Chairman
Hong Kong, 31 August 2007
– 4 –
MANAGEMENT DISCUSSION AND ANALYSIS
Review of Operations
The Group’s overall revenue in the first six months of 2007 was HK$117.3 million (2006:
HK$113.7 million) representing an increase of 3.2% compared with the same period
last year. The revenue from Integration and Solutions Services, Application Services
and Distribution increased by 4.7%, 2.1% and 9.7% respectively. The overall gross profit
increased by 9.4% amounted to HK$43.7 million (2006: HK$40.0 million), and the overall
operating expenses were stay at the same level of last year. Resulting that the net profit
attributable to shareholders was HK$10.4 million (2006: HK$3.6 million) or a growth
of 1.92 times compared with the same period last year.
As of the reporting date, the Group’s signed but not yet recognized as revenue contracts
worth approximately HK$310 million. More than 60% of them were maintenance and
outsourcing related services nature and approximately 40% of the total were scheduled
to deliver by end of 2007.
China’s strong economic growth had been boosting demands across industries for IT
services. The Group’s strong install base, particularly in the financial services sector,
had generated substantial number of sale initiatives. Attributed to the increased sales of
information infrastructure systems and other IT services to existing and new customers
in China and Hong Kong, the Integration and Solutions Services segment achieved a
growth of 174.6% compared with the same period of last year. At the same time, the
existing outsourcing service contracts with the Hong Kong SAR Government had also
contributed stable revenue streams to the Group.
The Application Services business remained stable and its e-Services business achieved
moderate growths both in transaction volume and subscription-based income. However,
the performance of the human resource management solutions was slightly impacted by
staff turnovers that created pressures in the project deliveries schedules. With the extra
efforts and measures put on, the Management anticipated that problems would be
gradually ratified.
The Distribution business recorded a growth of 9.7% in revenue, however the overall
results remained unsatisfactory during the period. The Group is considering various
alternatives to uplift the return on investment in that business segment.
– 5 –
Financial Resources and Liquidity
As at 30 June 2007, the Group’s cash and bank balances (excluded pledged bank deposit
of HK$10.3 million) was HK$161.7 million compared with HK$163.8 million as of 31
December 2006. The decrease was primarily due to cash outflow on share repurchase
and payment of the final dividends.
The Group made no bank borrowings during the current period. As a result, gearing
ratio comparing net debt (borrowing net of cash and bank balances available) to equity
were zero as of 30 June 2007 and 31 December 2006.
Currency and Financial Risk Management
Over 98% of the Group’s on hand funding is in Hong Kong, US and Renminbi currencies.
Any surplus cash is placed in savings and short-term bank deposits to earn interest
incomes. The Group has not adopted any hedging policies, as all these currencies carry
no or low exchange fluctuation risks.
Remuneration Policy and Number of Employees
The remuneration policies adopted for the six months period ended 30 June 2007 were
consistent with those disclosed in the Group’s 2006 Annual Report. As at 30 June 2007,
the Group employed approximately 331 full time employees (31 December 2006: 363
full time employees and 1 contract-based employee).
– 6 –
CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION
The Board of Directors (the “Board”) of Computer And Technologies Holdings Limited
(the “Company”) presents the unaudited condensed consolidated interim financial
information of the Company and its subsidiaries (collectively, the “Group”) for the six
months ended 30 June 2007, which comprises the condensed consolidated balance sheet
as at 30 June 2007 and the related condensed consolidated statement of income, changes
in equity and cash flows for the six-month period then ended, and explanatory notes.
This condensed consolidated interim financial information has been reviewed by the
Company’s audit committee.
CONDENSED CONSOLIDATED INCOME STATEMENT
For the six months
ended 30 June
(Unaudited)
Notes 2007 2006
HK$’000 HK$’000
REVENUE 4 117,321 113,726
Cost of sales (73,604) (73,762)
Gross profit 43,717 39,964
Other income and gains 7,577 4,412
Selling and distribution costs (22,794) (22,697)
General and administrative expenses (16,737) (16,804)
Other expenses (310) (1,007)
PROFIT BEFORE TAX 5 11,453 3,868
Tax 6 (1,246) (538)
PROFIT FOR THE PERIOD 10,207 3,330
Attributable to:
Equity holders of the parent 10,391 3,556
Minority interests (184) (226)
10,207 3,330
DIVIDEND 7 Nil Nil
EARNINGS PER SHARE ATTRIBUTABLE
TO ORDINARY EQUITY HOLDERS
OF THE PARENT 8
Basic 3.92 HK cents 1.32 HK cents
Diluted N/A N/A
– 7 –
CONDENSED CONSOLIDATED BALANCE SHEET
30 June 31 December
Notes 2007 2006
(Unaudited) (Audited)
HK$’000 HK$’000
NON-CURRENT ASSETS
Property, plant and equipment 11,846 13,515
Investment properties 24,462 22,012
Goodwill 23,900 23,900
Other intangible assets 1,033 2,066
Held-to-maturity securities 498 1,265
Available-for-sale investments 1,802 1,796
Pledged bank deposits 3,110 3,110
Deferred tax assets 2,000 2,000
Total non-current assets 68,651 69,664
CURRENT ASSETS
Held-to-maturity securities 767 –
Inventories 23,022 12,870
Trade receivables 9 71,558 45,180
Due from contract customers 20,199 59,052
Prepayments, deposits and other receivables 12,565 7,193
Equity investments at fair value through
profit or loss 6,070 5,968
Tax recoverable 314 601
Pledged bank deposits 10,275 8,566
Cash and cash equivalents 161,717 163,822
Total current assets 306,487 303,252
CURRENT LIABILITIES
Trade payables, other payables and accruals 10 (49,817) (51,648)
Deferred income (8,649) (7,764)
Due to minority shareholders of subsidiaries (2,150) (2,150)
Tax payable (2,925) (1,740)
Total current liabilities (63,541) (63,302)
NET CURRENT ASSETS 242,946 239,950
Net assets 311,597 309,614
EQUITY
Equity attributable to equity holders of
the parent
Issued capital 26,511 26,561
Reserves 284,219 274,046
Proposed dividends – 7,950
310,730 308,557
Minority interests 867 1,057
Total equity 311,597 309,614
– 8 –
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Attributable to equity holders of the parent
Available-
for-sale
Issued Share Share investment Exchange
share premium Contributed option Goodwill revaluation fluctuation Retained Proposed Minority Total
capital account surplus reserve reserve reserve reserve profits dividends Total interests equity
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
At 1 January 2006 26,950 237,310 41,349 1,144 (7,227) (250) (2,411) 1,144 8,085 306,094 1,070 307,164
Exchange realignment – – ––––(37)––(37)17(20)
Profit for the period – – –––––3,56–3,56(26)3,0
Total income and expense
for the period – – ––––(37)3,56–3,519(209)3,10
Final and special 2005
dividends declared – – ––––––(8,05)(8,05)–(8,05)
At 30 June 2006 26,950 237,310 41,349 1,144 (7,227) (250) (2,448) 4,700 – 301,528 861 302,389
Attributable to equity holders of the parent
Available-
for-sale
Issued Share Share investment Exchange
share premium Contributed option Goodwill revaluation Reserve fluctuation Retained Proposed Minority Total
capital account surplus reserve reserve reserve funds reserve profits dividends Total interests equity
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
At 1 January 2007 26,561 237,310 30,889 1,144 (7,227 ) 301 423 (1,923 ) 13,129 7,950 308,557 1,057 309,614
Exchange realignment – – –––––82––82(6)76
Profit for the period – – ––––––10,391 – 10,391 (184 ) 10,207
Total income and
expense for the period – – –––––8210,391 – 10,473 (190 ) 10,283
Issue of shares 14 142 ––––––––156–156
Repurchase of shares (64 ) – (442 ) – – – – – – – (506 ) – (506 )
Final 2006 dividend
declared – – –––––––(7,950)(7,950)–(7,950)
At 30 June 2007 26,511 237,452 30,447 1,144 (7,227 ) 301 423 (1,841 ) 23,520 – 310,730 867 311,597
These reserve accounts comprise the consolidated reserves of HK$284,219,000 (2006:
HK$274,578,000) in the consolidated balance sheet.
– 9 –
CONDENSED CONSOLIDATED CASH FLOW STATEMENT
For the six months
ended 30 June
(Unaudited)
2007 2006
HK$’000 HK$’000
NET CASH INFLOW FROM OPERATING
ACTIVITIES 4,487 5,526
NET CASH INFLOW FROM INVESTING
ACTIVITIES 1,620 2,522
NET CASH OUTFLOW FROM FINANCING
ACTIVITIES (8,300) (8,085)
NET DECREASE IN CASH AND
CASH EQUIVALENTS (2,193) (37)
Cash and cash equivalents at beginning of period 163,822 171,788
Effects of foreign exchange rate changes, net 88 (20)
CASH AND CASH EQUIVALENTS AT END
OF PERIOD 161,717 171,731
ANALYSIS OF BALANCES OF CASH
AND CASH EQUIVALENTS
Cash and bank balances and non-pledged time
deposits with original maturity of less than
three months when acquired 161,717 171,731
– 10 –
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION
1. Corporate information
Computer And Technologies Holdings Limited is a limited liability company
incorporated in Bermuda. The principal place of business of the Company is located at
30th Floor, Prosperity Millennia Plaza, 663 King’s Road, North Point, Hong Kong.
During the period, the Group was involved in the following principal activities:
• trading of computer hardware, software and related accessories;
• provision of system and network platform with integration services;
• provision of IT solutions, e-business and related services;
• provision of software application packages with implementation and maintenance
services; and
• property and treasury investments.
2. Basis of preparation and accounting policies
The unaudited condensed consolidated interim financial information, which comprises
the condensed consolidated balance sheet as at 30 June 2007 and the related condensed
consolidated statement of income, changes in equity and cash flows for the six-month
period there ended, and explanatory notes has been prepared in accordance with Hong
Kong Accounting Standards (“HKAS”) 34 “Interim Financial Reporting” issued by the
Hong Kong Institute of Certified Public Accountants (“HKICPA”) and the disclosure
requirements of the Rules Governing the Listing of Securities on
The unaudited condensed consolidated interim financial information does not include
all the information and disclosures required in the annual financial statements, and
should be read in conjunction with the Group’s annual financial statements for the
year ended 31 December 2006.
3. Significant accounting policies
The accounting policies adopted in the preparation of the unaudited interim condensed
consolidated financial information are consistent with those followed in the preparation
of the Group’s annual financial statements for the year ended 31 December 2006, except
for the adoption of the following new and revised Hong Kong Financial Reporting
Standards (“HKFRSs”), which also included HKASs and Interpretations, that affect
the Group and are adopted for the first time for the current period’s financial statements.
HKAS 1 Amendment Capital Disclosures
HKFRS 7 Financial Instruments: Disclosures
HK(IFRIC)-Int 7 Applying the Restatement Approach under HKAS 29
Financial Reporting in Hyperinflationary Economics
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
– 11 –
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION
(continued)
3. Significant accounting policies (continued)
The adoption of these new and revised standards and interpretations has had no material
effect in this unaudited condensed consolidated interim financial information.
The Group has not applied the following new and revised HKFRSs and HKASs, which
have been issued but are not yet effective, in these unaudited condensed consolidated
interim financial information:
HKFRS 8 Operating Segments
HKAS 23 (Revised) Borrowing Costs
HK(IFRIC)-Int 11 HKFRS 2 Group and Treasury Share Transactions
HK(IFRIC)-Int 12 Service Concession Arrangements
HKFRS 8, HKAS 23 (Revised), HK(IFRIC)-Int 11 and HK(IFRIC)-Int 12 shall be
applied for annual periods beginning on or after 1 January 2009, 1 January 2009, 1
March 2007 and 1 January 2008 respectively.
The Group has already commenced an assessment of the potential impact of these new
and revised HKFRSs but is not yet in a position to state whether these new and revised
HKFRSs would have a significant impact on its results of operations and financial
position.
4. Segment information
The Group’s operating businesses are structured and managed separately according to
the nature of their operations and the products and services they provide. Each of the
Group’s business segments represents a strategic business unit that offers products and
services which are subject to risks and returns that are different from those of other
business segments. Summary details of the business segments are as follows:
(a) the integration and solution services segment engages in the provision of system
and network integration services, industry-specific IT application implementation
services, IT solutions implementation and application development services;
(b) the application services segment engages in the provision of enterprise
applications and IT operation outsourcing services;
(c) the distribution segment engages in the distribution of digital media products
and other computer accessories; and
(d) the investments segment primarily engages in various types of investing activities
including, inter alia, property investments for rental income and treasury
investments in listed securities and held-to-maturity securities for dividend
income and interest income.
– 12 –
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION
(continued)
4. Segment information (continued)
An analysis of the Group’s revenue and profit/(loss) for the six months ended 30 June
2007 by the Group’s business segments is as follows:
Integration and
Solutions Services Application Services Distribution Investments Consolidated
2007 2006 2007 2006 2007 2006 2007 2006 2007 2006
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Segment revenue
Sales to external customers 77,503 74,025 24,504 24,010 14,668 13,367 646 2,324 117,321 113,726
Other revenue and gains 539 202 60 98 886 864 2,738 171 4,223 1,335
Total 78,042 74,227 24,564 24,108 15,554 14,231 3,384 2,495 121,544 115,061
Segment results before significant
non-cash expenses 10,467 4,475 4,671 6,618 (204) (447) 3,426 2,280 18,360 12,926
Depreciation (451) (706) (741) (645) (275) (265) (132) (138) (1,599) (1,754)
Amortisation of deferred
development costs – (121) (1,033) (1,078) – – – – (1,033) (1,199)
Impairment of trade receivables – – (230) (1,010) (80) – – – (310) (1,010)
Segment results 10,016 3,648 2,667 3,885 (559) (712) 3,294 2,142 15,418 8,963
Unallocated interest income
and gains 3,354 3,077
Corporate and other unallocated
expenses (7,319) (8,172)
Profit before tax 11,453 3,868
Tax (1,246) (538)
Profit for the period 10,207 3,330
– 13 –
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION
(continued)
5. Profit before tax
The Group’s profit before tax is arrived at after charging/(crediting):
Unaudited
Six months ended 30 June
2007 2006
HK$’000 HK$’000
Depreciation 1,697 1,892
Amortisation of deferred development costs
#
1,033 1,199
Provision for bad and doubtful debts 310 1,010
Interest income (3,218) (3,046)
#
This is included in “Cost of sales” on the face of the condensed consolidated
income statement.
This is included in “Other expenses” on the face of the condensed consolidated
income statement.
6. Tax
Hong Kong profits tax has been provided at the applicable rate of 17.5% (six months
ended 30 June 2006: 17.5%) on the estimated assessable profits arising in Hong Kong
during the period. Taxes on profits assessable elsewhere have been calculated at the
rates of tax prevailing in the countries in which the Group operates, based on existing
legislation, interpretations and practices in respect thereof.
Unaudited
Six months ended 30 June
2007 2006
HK$’000 HK$’000
Current – Hong Kong
Charge for the period 101 97
Overprovision in prior periods – (92)
Current – Elsewhere
Charge for the period 1,145 533
Total tax charge for the period 1,246 538
7. Dividend
The Board does not recommend the payment of any dividends in respect of the period
(2006: Nil).
– 14 –
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION
(continued)
8. Earnings per share
(a) Basic earnings per share
The calculation of basic earnings per share is based on the net profit for the
period attributable to ordinary equity holders of the parent of HK$10,391,000
(2006: HK$3,556,000) and the weighted average number of 265,006,000
(2006: 269,502,000) ordinary shares of the Company in issue during the period.
(b) Diluted earnings per share
Diluted earnings per share amounts for the period ended 30 June 2007 and 2006
have not been disclosed as the exercise prices of the Company’s outstanding share
options are higher than the average market prices of the Company’s ordinary
shares during the two periods and accordingly, the Company’s outstanding share
options have no dilutive effect.
9. Trade receivables
An aged analysis of the trade receivables as at the balance sheet date, based on the
payment due date and net of provisions, is as follows:
Unaudited Audited
30 June 31 December
2007 2006
HK$’000 HK$’000
Current 34,449 25,211
1 to 3 months 25,678 8,290
More than 3 months 11,431 11,679
71,558 45,180
Credit terms
For system integration projects and the provision of maintenance services and software
development services, the Group’s trading terms with its customers vary from contract
to contract and may include cash on delivery, advance payment and on credit. For those
customers who trade on credit, the overall credit period tie to the project implementation
schedule is generally within 120 days, except for certain projects with longer
implementation schedules where the period may extend beyond 120 days. The Group
seeks to maintain strict control over its outstanding trade receivables and overdue
balances are reviewed regularly by senior management.
– 15 –
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION
(continued)
10. Trade payables, other payables and accruals
Included in the balance is an amount of HK$14,479,000 (31 December 2006:
HK$24,042,000) representing the Group’s trade payables. An aged analysis of trade
payables as at the balance sheet date, based on the invoice date, is as follows:
Unaudited Audited
30 June 31 December
2007 2006
HK$’000 HK$’000
Current 2,719 17,013
1 to 3 months 10,855 6,183
Over 3 months 905 846
14,479 24,042
The trade payables are non-interest-bearing and are normally settled on 30-day terms.
11. Commitments and contingent liabilities
Other than the normal course of business, the Group has no significant commitment
and contingent liability as at 30 June 2007.
12. Approval of the interim financial statements
The interim financial statements were approved and authorised for issue by the board
of directors on 31 August 2007.
– 16 –
OTHER INFORMATION
DIRECTORS’ INTERESTS AND SHORT POSITIONS IN SHARES AND
UNDERLYING SHARES
As at 30 June 2007, the interests of the directors in the share capital of the Company
and its associated corporations (within the meaning of Part XV of the Securities and
Futures Ordinance (the “SFO”)), as recorded in the register required to be kept by the
Company pursuant to Section 352 of the SFO, or as otherwise notified to the Company
and 26
Leung King San, Sunny 810,000 – 810,000 0.31
Ma Mok Hoi 209,000 – 209,000 0.08
3,051,000 110,000,000 113,051,000 42.65
Long positions in shares of associated corporations:
Percentage
of the
Number of shares associated
Name of Relationship Directly Through corporation’s
Name of associated with the Class of beneficially controlled issued
director corporation Company shares owned corporation share capital
Ng Cheung Shing Computer And Company’s Non-voting 1,750,000 3,250,000 N/A
Technologies subsidiary deferred (Note b)
International
Limited
Ma Mok Hoi Maxfair Company’s Ordinary 25 – 25
Technology subsidiary
Holdings
Limited
– 17 –
OTHER INFORMATION (continued)
DIRECTORS’ INTERESTS AND SHORT POSITIONS IN SHARES AND
UNDERLYING SHARES (continued)
(a) 110,000,000 shares were held by Chao Lien Technologies Limited (“Chao Lien”).
Mr. Ng Cheung Shing was entitled to exercise or control the exercise of one-third
or more of the voting power at general meetings of C.S. (BVI) Limited which, in
turn, was entitled to exercise or control the exercise of one-third or more of the
voting power at general meetings of Chao Lien. Accordingly, Mr. Ng Cheung Shing
was deemed, under the SFO, to be interested in all shares held by Chao Lien.
(b) 3,250,000 non-voting deferred shares were held by Chao Lien.
Save as disclosed above, as at 30 June 2007, none of the directors had registered an
interest or short position in the shares or underlying shares of the Company or any of its
associated corporations that was required to be recorded pursuant to Section 352 of the
SFO, or as otherwise notified to the Company and the Stock Exchange pursuant to the
Model Code for Securities Transactions by Directors of Listed Issuers.
DIRECTORS’ RIGHTS TO ACQUIRE SHARES OR DEBENTURES
Apart from the share option scheme disclosures, at no time during the period were rights
to acquire benefits by means of the acquisition of shares in or debentures of the Company
granted to any director or their respective spouse or minor children, or were any such
rights exercised by them; or was the Company, or any of its subsidiaries a party to any
arrangement to enable the directors to acquire such rights in any other body corporate.
– 18 –
OTHER INFORMATION (continued)
SHARE OPTION SCHEME
Pursuant to the Company’s share option scheme, the following share options were
outstanding during the period:
Price of the Company’s shares
Number of share options Exercise At At
Name or At Granted Exercised Expired Forteited At Date of grant Exercise price exercise Immediately grant
category of 1 January during during during during 30 June of share period of of share date of before the date of
participant 2007 the year the year the year the year 2007 options share options options options exercise date options
HK$ HK$ HK$ HK$
per share per share per share per share
Directors
Ng Cheung Shing 300,000 ––––300,000 31.08.2004 01.03.2005 1.128 N/A N/A 1.09
to 31.08.2009
Leung King San, 200,000 ––––200,000 31.08.2004 01.03.2005 1.128 N/A N/A 1.09
Sunny to 31.08.2009
Ma Mok Hoi 150,000 ––––150,000 31.08.2004 01.03.2005 1.128 N/A N/A 1.09
to 31.08.2009
Ha Shu Tong 100,000 ––––100,000 31.08.2004 01.03.2005 1.128 N/A N/A 1.09
to 31.08.2009
Lee Kwok On, 100,000 ––––100,000 31.08.2004 01.03.2005 1.128 N/A N/A 1.09
Matthew to 31.08.2009
Ting Leung Huel, 100,000 ––––100,000 31.08.2004 01.03.2005 1.128 N/A N/A 1.09
Stephen to 31.08.2009
950,000 ––––950,000
Other employees
In aggregate 1,506,000 – (138,000 ) – – 1,368,000 31.08.2004 01.03.2005 1.128 N/A N/A 1.09
to 31.08.2009
Total 2,456,000 – (138,000 ) – – 2,318,000
The vesting period of the share options is from the date of grant until the
commencement of the exercise period.
The exercise price of the share options is subject to adjustment in the case of
rights or bonus issues, or other similar changes in the Company’s share capital.
The price of the Company’s shares disclosed as at the date of grant of the share
options is the Stock Exchange closing price on the trading day immediately prior
to the date of grant of the options. The price of the Company’s shares disclosed
immediately before the exercise date of the share options is the weighted average
of the Stock Exchange closing prices immediately before the dates on which the
options were exercised over all the exercises of options within the disclosure line.
– 19 –
OTHER INFORMATION (continued)
SUBSTANTIAL SHAREHOLDERS’ AND OTHER PERSONS’ INTERESTS IN
SHARES AND UNDERLYING SHARES
As at 30 June 2007, the following interests of 5% or more of the issued share capital and
share options of the Company were recorded in the register of interests required to be
kept by the Company pursuant to Section 336 of the SFO:
Long positions:
Percentage
of the Number
Capacity Number of Company’s of share
Name of shareholder and nature ordinary issued share options
of the Company Notes of interest shares held capital held
Chao Lien Technologies Limited a Directly beneficially 110,000,000 41.49 –
owned
C.S. (BVI) Limited a Through a controlled 110,000,000 41.49 –
corporation
Puttney Investments Limited (“PIL”) b Directly beneficially 29,148,938 10.99 –
owned
Hutchison International Limited (“HIL”) b Through a controlled 29,148,938 10.99 –
corporation
Hutchison Whampoa Limited (“HWL”) b Through a controlled 29,148,938 10.99 –
corporation
Cheung Kong (Holdings) Limited b, c Through a controlled 29,148,938 10.99 –
(“CKH”) corporation
Li Ka-Shing Unity Trustee Company b, c Through a controlled 29,148,938 10.99 –
Limited (“TUT1”) corporation
Li Ka-Shing Unity Trustee Corporation b, c Through a controlled 29,148,938 10.99 –
Limited (“TDT1”) corporation
Li Ka-Shing Unity Trustcorp Limited b, c Through a controlled 29,148,938 10.99 –
(“TDT2”) corporation
Li Ka-Shing b, c Through a controlled 29,148,938 10.99 –
corporation
Hui Yau Man Directly beneficially 26,782,000 10.10 –
owned
– 20 –
OTHER INFORMATION (continued)
SUBSTANTIAL SHAREHOLDERS’ AND OTHER PERSONS’ INTERESTS IN
SHARES AND UNDERLYING SHARES (continued)
Note a: The interest was also disclosed as an interest of Mr. Ng Cheung Shing in the
section “Directors’ interests and short positions in shares and underlying shares”
of this report.
Note b: PIL is a wholly-owned subsidiary of HIL, which in turn is a wholly-owned
subsidiary of HWL. By virtue of the SFO, HWL and HIL were deemed to be
interested in the 29,148,938 shares of the Company held by PIL.
Note c: Li Ka-Shing Unity Holdings Limited (“TUHL”), of which each of Li Ka-Shing,
Li Tzar Kuoi, Victor and Li Tzar Kai, Richard, is interested in one-third of the
entire issued share capital, owns the entire issued share capital of TUT1. TUT1
as trustee of The Li Ka-Shing Unity Trust, together with certain companies
which TUT1 as trustee of The Li Ka-Shing Unity Trust is entitled to exercise or
control the exercise of more than one-third of the voting power at their general
meetings, hold more than one-third of the issued share capital of CKH.
Subsidiaries of CKH are entitled to exercise or control the exercise of more
than one-third of the voting power at the general meetings of HWL.
In addition, TUHL also owns the entire issued share capital of TDT1 as trustee
of The Li Ka-Shing Unity Discretionary Trust (“DT1”) and TDT2 as trustee of
another discretionary trust (“DT2”). Each of TDT1 and TDT2 holds units in
The Li Ka-Shing Unity Trust.
By virtue of the SFO, each of Li Ka-Shing being the settlor and may being
regarded as a founder of DT1 and DT2 for the purpose of the SFO, TDT1, TDT2,
TUT1 and CKH was deemed to be interested in the 29,148,938 shares of the
Company held by PIL.
Save as disclosed above, as at 30 June 2007, no person, other than the directors of the
Company, whose interests are set out in the Section “Directors’ interests and short
positions in shares and underlying shares” above, had registered an interest or short
position in the shares or underlying shares of the Company that was required to be
recorded under Section 336 of the SFO.
– 21 –
OTHER INFORMATION (continued)
PURCHASE, SALE AND REDEMPTION OF LISTED SECURITIES OF THE
COMPANY
During the period, the Company repurchased 638,000 shares on the Stock Exchange
and these shares were subsequently cancelled by the Company. The share repurchase
has enhanced the net asset value per share and the earnings per share, which the directors
believe is in the best interests of the Company and the shareholders. Further details of
these transactions are set out as below:
Number Highest Lowest
of shares price paid price paid Aggregate
Month/year repurchased per share per share price paid
HK$ HK$ HK$’000
January 2007 638,000 0.80 0.78 506
Except as disclosed above, neither the Company, nor any of its subsidiaries purchased,
redeemed or sold any of the Company’s listed securities during the period.
CODE ON CORPORATE GOVERNANCE PRACTICE
The Board opined that the Company has complied with the code provision set out in the
Code of Corporate Governance Practice (the “CG Code”) as stipulated in Appendix 14
of the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing
Rules”) during the reporting period except on the deviations noted below.
Code Provision A.2.1 stipulates that the roles of chairman and chief executive should be
separate and should not be performed by the same individual. The Company does not
have a separate Chairman and Chief Executive and Mr. Ng Cheung Shing currently holds
both positions. The Board believes that vesting the roles of both chairman and chief
executive in the same individual provides the Group with strong and consistent leadership
and allows for more effective planning and execution of long-term business strategies.
Code Provision A.4.1 stipulates that non-executive directors should be appointed for a
specific term and subject to re-election. Independent non-executive directors of the
Company do not have a specific term of appointment but are subject to retirement by
rotation in accordance with the provisions of the bye-laws of the Company. The Company
therefore considers that sufficient measures have been taken to ensure that its corporate
governance practices are similar to those provided in the CG Code.
– 22 –
OTHER INFORMATION (continued)
MODEL CODE FOR SECURITIES TRANSACTIONS
The Company has adopted the Model Code as set out in Appendix 10 of the Listing
Rules as its code of conduct for dealings in securities of the Company by the directors.
Based on specific enquiry of the Company’s directors, the directors have complied with
the required standard set out in the Model Code throughout the accounting period covered
by the interim report.
To comply with CG Code A.5.4, the Company has also adopted the Model Code as its
code of conduct for dealings in securities of the Company by certain employees of the
Company or any of its subsidiaries who are considered to be likely to be in possession
of unpublished price sensitive information in relation to the Company or its securities.
AUDIT COMMITTEE
The Company has an audit committee which was established in compliance with Rule
3.21 of the Listing Rules for the purpose of reviewing and providing supervision over
the Group’s financial reporting process and internal controls. The audit committee
comprises the three independent non-executive directors of the Company. The Audit
Committee has reviewed with Management the accounting principles and practices
adopted by the Group and discussed internal controls and financial reporting matters
related to the preparation of the unaudited interim financial information for the six months
ended 30 June 2007.
BY ORDER OF THE BOARD
Ng Cheung Shing
Chairman
Hong Kong, 31 August 2007
