Content
Corporate Information
Financial Highlights
Condensed Consolidated Income Statement
Condensed Consolidated Balance Sheet
Condensed Consolidated Statement of Changes in Equity
Condensed Consolidated Cash Flow Statement
Notes to the Condensed Interim Financial Statements
Management Discussion and Analysis
Directors’ Interests and Short Position in Shares,
Underlying Shares and Debentures
Substantial Shareholders’ and Other Persons’ Interests
and Short Positions in Shares and Underlying Shares
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DBA TELECOMMUNICATION (ASIA) HOLDINGS LIMITED
Board of Directors
Executive Directors
Mr. Yu Longrui
(Chairman and Chief Executive Officer)
Mr. Zheng Feng
Mr. Chan Wai Chuen
Ms. Yang Yahua
Mr. Yeung Shing
Independent Non-executive Directors
Mr. Zheng Qingchang
Mr. Yu Lun
Mr. Yun Lok Ming
Authorized Representatives
Mr. Yeung Shing
Mr. Chan Wai Chuen
Audit Committee
Mr. Zheng Qingchang
Mr. Yu Lun
Mr. Yun Lok Ming
Remuneration Committee
Mr. Zheng Qingchang
Mr. Yu Lun
Mr. Yun Lok Ming
Company Secretary and
Qualified Accountant
Mr. Chan Wai Chuen
Auditor
CCIF CPA Limited
Certified Chartered Accountants
0th Floor
Sunning Plaza
10 Hysan Avenue
Causeway Bay
Hong Kong
Registered Office
P.O. Box 309 GT
Ugland House
South Church Street
George Town
Grand Cayman
Cayman Islands
Head Office and Principal Place of
Business in Hong Kong
Unit 307, 3rd Floor
Great Eagle Centre
3 Harbour Road
Wanchai
Hong Kong
Telephone: (85) 3106 3068
Facsimile: (85) 3106 5533
Stock Code
3335
Website
www.dba-asia.com
Cayman Islands Principal Share
Registrar and Transfer Office
Butterfield Fund Services (Cayman) Limited
Butterfield House
68 Fort Street
P.O. Box 705
George Town
Grand Cayman
Cayman Islands
British West Indies
CORPORATE INFORMATION
3Interim Report 007
Hong Kong Branch Share Registrar
and Transfer Office
Tricor Investor Services Limited
6th Floor
Tesbury Centre
8 Queen’s Road East
Wanchai
Hong Kong
Legal Advisors
(As to Hong Kong law)
Fred Kan & Co.
(As to Cayman Islands Law)
Maples and Calder
(As to the PRC law)
Chen & Co.
Compliance Advisor
Sun Hung Kai International Limited
1th Floor
One Pacific Place
88 Queen’s Way
Hong Kong
Principal Bankers
Agricultural Bank of China
Standard Chartered Bank (Hong Kong) Limited
Investor Relations Consultant
Strategic Financial Relations (China) Limited
DBA TELECOMMUNICATION (ASIA) HOLDINGS LIMITED
The board of directors (the “Board”) of DBA Telecommunication (Asia) Holdings Limited
(the “Company”) is pleased to announce the unaudited consolidated interim results of the
Company and its subsidiaries (together the “Group”) for the six months ended 30 June
007, together with the comparative figures of the corresponding period in 006.
These condensed consolidated interim financial statements have not been audited, but have
been reviewed by the Company’s audit committee and the Company’s external auditor in
accordance with the Hong Kong Standard on Review Engagements 10, “Review of Interim
Financial Information Performed by the Independent Auditor of the Entity” issued by the
Hong Kong Institute of Certified Public Accountants (“HKICPA”).
5Interim Report 007
FINANCIAL HIGHLIGHTS
For the six months ended 30 June
2007 006 Increase
(Unaudited) (Unaudited)
RMB’000 RMB’000 %
Turnover
Sales of telecommunication products
Communication terminal equipment
Public telephone booths 125,913 105,86 19.
Public telephones 54,604 53,363 .3
Wireless business telephones 24,990 1,371 16.9
205,507 180,0 1.0
Intelligent electronic products
Smart card vending machines 143,661 103,11 39.3
143,661 103,11 39.3
Communication transmission
connection products
ODFs 14,209 6,017 136.
Optical passive devices 47,260 1,78 116.9
61,469 7,801 11.1
410,637 311,133 3.0
Self-service communication payment
service business 52,016 – N/A
Agency business for telecommunication
equipments 45,205 – N/A
507,858 311,133 63.
Gross Profit 175,418 17,85 37.
Profits attributable to shareholders 118,815 83,609 .1
6 DBA TELECOMMUNICATION (ASIA) HOLDINGS LIMITED
CONDENSED CONSOLIDATED INCOME
STATEMENT
Sixmonthsended30June
2007 006
(Unaudited) (Unaudited)
Note RMB’000 RMB’000
Turnover 5 507,858 311,133
Cost of sales (332,440) (183,88 )
Gross profit 175,418 17,85
Other revenue 5,345 1,53
Selling and distribution expenses (25,469) (18,91 )
General and administrative expenses (13,752) (10,910 )
Other operating expenses (45) (350 )
Operating profits 141,497 99,07
Finance costs – (18 )
Profit before taxation 6 141,497 99,03
Taxation 7 (22,682) (15,1 )
Profits attributable to shareholders 118,815 83,609
Dividends 8
Interim dividend declared and paid
during the interim period – 95,31
Interim dividend declared of Nil
(006: HK 1 cent) per share – 10,790
– 106,131
Earnings per share 9
– basic 11.45cents 10.7 cents
– diluted 11.45cents N/A
7Interim Report 007
CONDENSED CONSOLIDATED BALANCE SHEET
At30June At 31 December
2007 006
(Unaudited) (Audited)
Note RMB’000 RMB’000
Non-currentassets
Lease premium on land 1,716 1,738
Property, plant and equipment 10 88,872 71,91
90,588 73,659
Currentassets
Inventories 36,738 19,71
Trade receivables 11 281,448 19,58
Prepayments, deposits 43,483 3,161
and other receivables
Cash and bank balances 398,985 0,5
760,654 68,578
Currentliabilities
Trade payables 12 27,765 1,131
Accruals and other payables 36,564 35,86
Dividend payable 53 –
Amount due to a director 49 1
Tax payable 12,846 9,71
77,277 56,99
Netcurrentassets 683,377 67,69
Totalassetslesscurrentliabilities 773,965 701,308
Represented by:
SHARECAPITAL 13 107,900 107,900
RESERVES 666,065 593,08
SHAREHOLDERS’EQUITY 773,965 701,308
8 DBA TELECOMMUNICATION (ASIA) HOLDINGS LIMITED
CONDENSED CONSOLIDATED STATEMENT OF
CHANGES IN EquITy
For the six months ended 30 June 2007
Merger Other General Share
Share Share reserve reserve reserve ExchangeContributed Special option Retained
capital premium (Note a) (Note b) (Note c) reserve surplus reserve reserve profits Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at 1 January 007
(audited) 107,900 15,91 (57,000 ) – 99,733 (5,3 ) – 79,01 55 60,701 701,308
Profit attributable to
shareholders – – – – – – – – – 118,815 118,815
Transfer to reserve – – – – 6,178 – – – – (6,178 ) –
Exchange differences
on translation of
financial statements of
foreign subsidiaries – – – – – (3,38 ) – – – – (3,38 )
Recognition of equity-settled
share-based payment – – – – – – – – 1,7 – 1,7
Dividend paid – – – – – – – – – (,50 ) (,50 )
As at 30 June 007
(unaudited) 107,900 15,91 (57,000 ) – 105,911 (8,65 ) – 79,01 1,999 39,088 773,965
As at 1 January 006
(audited) 83 – (57,000 ) 87,000 71,09 (99 ) – – – 11,13 311,767
Issue of shares by the
Company at nil paid and
credited as fully paid on
reorganisation 6,0 – – – – – 9,91 – – – 56,15
Effect of the reorganisation (83 ) – – (87,000 ) – 1,6 (9,91 ) 79,01 – – (56,15 )
Issue of shares 6,780 310,68 – – – – – – – – 337,8
Share issuance expenses – (0,77 ) – – – – – – – – (0,77 )
Capitalisation of
share premium 7,880 (7,880 ) – – – – – – – – –
Profit attributable to
shareholders – – – – – – – – – 83,609 83,609
Transfer to reserve – – – – 5,001 – – – – (5,001 ) –
Exchange differences
on translation of
financial statements of
foreign subsidiaries – – – – – (857 ) – – – – (857 )
Dividend paid – – – – – – – – – (95,31 ) (95,31 )
As at 30 June 006
(unaudited) 107,900 15,91 (57,000 ) – 76,050 86 – 79,01 – 19,01 616,39
9Interim Report 007
Notes:
(a) Merger reserve
Merger reserve represents the excess of purchase consideration in respect of the acquisition of
Fujian Create State over the amount of the paid-up capital of Fujian Create State.
(b) Other reserve
Other reserve represents contributions from the shareholders of Skyban in respect of the acquisition
of Fujian Create State on 9 August 003. The amount was capitalised as share capital of Skyban
on 11 May 006.
(c) General reserve
General reserve comprises statutory surplus fund and enterprise expansion fund which are non-
distributable. Appropriations to such reserves are made out of net profit after taxation of the statutory
financial statements of the PRC subsidiaries while the amount and allocation basis are decided by
its board of directors annually. The statutory surplus reserve fund can be used to make up its prior
year losses, if any, and can be applied in conversion into capital by means of capitalisation issue.
The enterprise expansion fund is used for expanding the capital base of the PRC subsidiaries by
means of capitalisation issue.
(d) Exchange reserve
The exchange reserve comprises all foreign exchange differences arising from the translation of
the financial statements of foreign operations.
(e) Contributed surplus
The contributed surplus represents the difference between the nominal value of the ordinary shares
issued by the Company and the net assets value of subsidiaries acquired through an exchange of
shares pursuant to the group reorganisation prior to listing of the Company’s shares on 11 May
006.
(f) Special reserve
The special reserve of the Group represents the differences between the nominal value and premium
of the shares of the acquired subsidiaries and the nominal value of the Company’s shares issued
for the acquisition at the time of reorganisation.
(g) Share option reserve
The share option reserve of the Company and the Group arises on the grant of share options
to directors of the Company, suppliers of goods or services to the Group and consultant of the
Group.
10 DBA TELECOMMUNICATION (ASIA) HOLDINGS LIMITED
CONDENSED CONSOLIDATED CASH FLOw
STATEMENT
Sixmonthsended30June
2007 006
(Unaudited) (Unaudited)
RMB’000 RMB’000
Cash generated from operating activities 80,259 3,83
Tax paid (19,107) (1,635 )
Net cash from operating activities 61,152 8,68
Net (used in)/cash from investing activities (17,040) 1,058
Net (used in)/cash from financing activities (44,197) 15,639
Net (decrease)/increase in cash and cash equivalents (85) 5,35
Cash and cash equivalents at 1 January 402,445 156,56
Effect of foreign exchanges rates changes, net (3,375) (857 )
Cash and cash equivalents at 30 June 398,985 00,9
11Interim Report 007
NOTES TO THE CONDENSED INTERIM FINANCIAL
STATEMENTS
1. General
The Company was incorporated as an exempted company and registered in the Cayman Islands
with limited liabilities. The Company acts as an investment holding company. The subsidiaries of
the Company are principally engaged in the design, manufacture and sale of telecommunication
equipment and related products, self-service communication payment service business and agency
business for telecommunication equipment in the PRC. The address of the Company’s registered
office is M&C Corporate Services Limited, PO Box 309GT, Ugland House, South Church Street,
George Town, Grand Cayman, Cayman Islands and the principal place of business of the Company
is Unit 307, 3rd Floor, Great Eagle Centre, 3 Harbour Road, Wanchai, Hong Kong.
2. Basis of preparation
The unaudited condensed consolidated financial statements have been prepared in accordance
with the applicable disclosure requirements of Appendix 16 to the Rules Governing the Listing of
Securities on
The accounting policies used in the unaudited condensed consolidated financial statements are
consistent with those followed in the preparation of the Group’s annual financial statements for
the year ended 31 December 006.
1 DBA TELECOMMUNICATION (ASIA) HOLDINGS LIMITED
In the current interim period, the Group has applied, for the first time, the following new standard,
amendment and interpretations (“new HKFRSs”) issued by the HKICPA, which are effective for the
Group’s financial year beginning 1 January 007.
HKAS 1 (Amendment) Capital Disclosures
(a)
HKFRS 7 Financial Instruments: Disclosures
(a)
HK(IFRIC)-Int 7 Applying the Restatement Approach under HKAS 9
Financial Reporting in Hyperinflationary Economies
(b)
HK(IFRIC)-Int 8 Scope of HKFRS
(c)
HK(IFRIC)-Int 9 Reassessment of Embedded Derivatives
(d)
HK(IFRIC)-Int 10 Interim Financial Reporting and Impairment
(e)
Notes:
(a)
Effective for annual periods beginning on or after 1 January 007.
(b)
Effective for annual periods beginning on or after 1 March 006.
(c)
Effective for annual periods beginning on or after 1 May 006.
(d)
Effective for annual periods beginning on or after 1 June 006.
(e)
Effective for annual periods beginning on or after 1 November 006.
The adoption of these new HKFRSs has had no material effect on the results or financial position
of the Group for the current or prior accounting periods. Accordingly, no prior period adjustment
has been recognised.
3. Summary of the effects of the changes in accounting policies
The Group has not early applied the following new standards or interpretations that have been
issued but are not yet effective.
HKAS 3 (Revised) Borrowing Costs
(a)
HKFRS 8 Operating Segments
(a)
HK (IFRIC) – Int-11 HKFRS : Group and Treasury Share Transactions
(b)
HK (IFRIC) – Int-1 Service Concession Arrangements
(c)
13Interim Report 007
Notes:
(a)
Effective for annual periods beginning on or after 1 January 009.
(b)
Effective for annual periods beginning on or after 1 March 007.
(c)
Effective for annual periods beginning on or after 1 January 008.
The directors of the Company anticipate that the application of these standards or interpretations
will have no material impact on the results and the financial position of the Group.
4. Segment information
(i) For the six months ended 30 June 2007
Self-service Agency
Salesof communication businessfor
telecommunication paymenttelecommunication
products servicebusiness equipments Consolidated
RMB’000 RMB’000 RMB’000 RMB’000
Revenue 410,637 52,016 45,205 507,858
Segment result 139,622 2,594 1,709 143,925
Unallocated operation
income and expenses (2,428)
Profit before taxation 141,497
Taxation (22,682)
Net profit for the period 118,815
(ii) During the six months ended 30 June 006, more than 95% of the operating profits and assets
are attributable to the Group’s operations, manufacturing and sales of telecommunication
products in the PRC. The Group derived its revenue from three categories of products, namely
communication terminal equipment, intelligent electronic products and communication
transmission connection products. As the nature of these products, their production processes
and the methods used to distribute these products are similar; they are combined and reported
as a single business segment. Accordingly, no analysis by geographical and business segment
is presented herein.
1 DBA TELECOMMUNICATION (ASIA) HOLDINGS LIMITED
5. Turnover and other revenue
Turnover represents the invoiced value of goods sold after deducting goods returned, trade
discount and sale tax.
Turnover and other revenue consisted of:
Sixmonthsended30June
2007 006
(Unaudited) (Unaudited)
RMB’000 RMB’000
Turnover
Sales of telecommunication products 410,637 311,133
Self-service communication payment service business 52,016 –
Agency business for telecommunication equipments 45,205 –
507,858 311,133
Other revenue
Interest income 1,608 1,53
Exchange gain 3,737 –
5,345 1,53
Total revenue 513,203 31,676
15Interim Report 007
6. Profit before taxation
Profit before taxation is stated after charging the following:
Sixmonthsended30June
2007 006
(Unaudited) (Unaudited)
RMB’000 RMB’000
Amortisation of lease premium on land 22
Auditors’ remuneration 148 01
Cost of inventories 332,440 183,88
Depreciation 1,690 1,316
Less: Amount included in research and
development costs (148) (01 )
1,542 1,115
Staff costs (including directors’ remuneration)
Wages and salaries 38,366 18,66
Retirement scheme 503
Equity-settled share-based payment expenses 625 –
39,494 19,070
Less: Amount included in research and
development costs (12,546) (73 )
26,948 18,37
Interest expenses on bank loans wholly
repayable within 5 years – 171
Research and development costs 2,829 ,0
Operating lease payment in respect of premises 849
16 DBA TELECOMMUNICATION (ASIA) HOLDINGS LIMITED
7. Taxation
Sixmonthsended30June
2007 006
(Unaudited) (Unaudited)
RMB’000 RMB’000
Current tax – PRC enterprise income tax
provision for the year 22,682 15,1
Notes:
(a) Fujian Create State Industry Co., Ltd. (“Fujian Create State”), which was formerly a sino-
foreign equity joint venture, was subject to PRC enterprise income tax at a rate of 15% (six
months ended 30 June 006: 15%) applicable to the company on the assessable profits for
the six months ended 30 June 007 and is exempted from the PRC enterprise income tax
for two years starting from the first year of profitable operations after offsetting prior year
losses being the year ended 31 December 000, followed by a 50% reduction for the next
three years.
Commencing from 00, the profit generated from Fujian Create State was subject to an
income tax rate of 7.5% being half of the corporate income tax rate applicable; such tax
exemption was expired as at 31 December 00.
With effect from 13 November 003, Fujian Create State was changed from a sino-foreign
equity joint venture to a wholly foreign owned enterprise, and the tax concession remains
unchanged.
(b) Fuzhou Wozhong Capacity System Co., Ltd., a wholly foreign owned enterprise, was subject
to PRC enterprise income tax at a rate of 33% applicable to the company on the assessable
profits for the six months ended 30 June 007. No provision for PRC enterprise income tax
has been made as the company had no assessable profits for the six months ended 30 June
007. (six months ended 30 June 006: Nil).
(c) Skyban Telecommunication (Fujian) Ltd., a wholly foreign owned enterprise, was subject to
PRC enterprise income tax at a rate of 15% applicable to the company on the assessable
profits for the six months ended 30 June 007 and is exempted from the PRC enterprise
income tax for two years starting from the first year of profitable operations after offsetting
prior year losses, followed by a 50% reduction for the next three years. No provision for PRC
enterprise income tax has been made as the company had no assessable profits for the six
months ended 30 June 007. (six months ended 30 June 006: Nil).
(d) No provision for Hong Kong profits tax has been made as the Group had no assessable
profits for the period (six months ended 30 June 006: Nil).
(e) The Group had no significant unprovided deferred tax assets or liabilities at 30 June 007
(006: Nil).
17Interim Report 007
8. Dividend
During the period, dividends paid and proposed to equity shareholders of the Company’s
comprised:
(i) Dividend payable in respect of 007
Sixmonthsended30June
2007 006
(Unaudited) (Unaudited)
HK$’000 HK$’000
Interim dividend declared and paid after the interim
period of Nil per share (006: HK 1 cent) – 10,375
RMB’000 RMB’000
Equivalent to – 10,790
Skyban (Note) – 95,31
Total – 106,131
The directors do not recommend the payment of interim dividend for the six months ended
30 June 007. The interim dividend for the six months ended 30 June 006 has not been
recognised as a liability at the balance sheet date.
Note: During the six months ended 30 June 006, Skyban International Holdings Limited
(“Skyban”), a company of the Group had paid dividends to their then shareholders
prior to the Group Reorganisation.
18 DBA TELECOMMUNICATION (ASIA) HOLDINGS LIMITED
(ii) Dividend in respect of 006
Sixmonthsended30June
2007 006
(Unaudited) (Unaudited)
HK$’000 HK$’000
Final dividend in respect of the previous financial year,
approval and paid during the interim period of
HK.33 cents per share (006: Nil) 44,924 –
RMB’000 RMB’000
Equivalent to 44,250 –
9. Earnings per share
(i) Basic earnings per share
The calculation of basic earnings per share is based on the profit attributable to ordinary
equity holders of the parent of approximately RMB118,815,000 (six months ended 30 June
006: RMB83,609,000) and the weighted average number of 1,037,500,000 shares (006:
813,38,918 shares) in issued during the period.
19Interim Report 007
(ii) Diluted earnings per share
The calculation of diluted earnings per share is based on the profit attributable to ordinary
equity shareholders of the Company of RMB118,815,000 and the weighted average number
of ordinary shares of 1,037,683,978 shares, calculated as follow:
Weighedaveragenumberofordinaryshares(diluted)
2007 006
(unaudited) (unaudited)
’000 ’000
Weighted average number of
ordinary shares at 30 June 1,037,500 1,037,500
Effect of deemed issued under the
Company’s share option scheme
for nil consideration 184 –
Weighted average number of
ordinary shares (diluted) at 30 June 1,037,684 1,037,500
Diluted earnings per share for the six months ended 30 June 006 are not presented as there
were no diluted potential ordinary shares.
10. Property, plant and equipment
During the six months ended 30 June 007, the Group acquired property, plant and equipment
with a cost of RMB18,68,000 (six months ended 30 June 006: RMB85,000).
0 DBA TELECOMMUNICATION (ASIA) HOLDINGS LIMITED
11. Trade receivables
The Group normally grants credit terms of 90 days to its customers.
The ageing analysis of trade receivables is as follows:
At30June At 31 December
2007 006
(Unaudited) (Audited)
RMB’000 RMB’000
0 to 30 days 111,125 70,137
31 to 60 days 84,472 7,376
61 to 90 days 83,033 7,196
91 to 180 days 2,818 ,59
281,448 19,58
12. Trade payables
The ageing analysis of trade payables is as follows:
At30June At 31 December
2007 006
(Unaudited) (Audited)
RMB’000 RMB’000
0 to 30 days 25,569 11,55
31 to 60 days 2,092 58
61 to 90 days 72 87
91 to 180 days – –
180 to 365 days – –
over 365 days 32 3
27,765 1,131
1Interim Report 007
13. Share capital
Numberof
shares Amount
Ordinary shares of HK$0.1 each ’000 HK$’000
Authorised
Upon incorporation of the Company
(a)
,000 00
Increase in authorised share capital
(b)
3,998,000 399,800
Asat31December2006and30June2007 ,000,000 00,000
Issued and fully paid
Issue of shares upon incorporation
(a)
1,000 100
Issue of shares from the Reorganisation
(c)
59,000 5,900
Issue of shares through a placing and public offer
(d)
57,500 5,750
Capitalisation of share premium
(e)
70,000 7,000
Asat31December2006and30June2007 1,037,500 103,750
RMB’000
Equivalent to 107,900
Notes:
(a)
Upon incorporation on 15 June 00, the Company had authorised share capital of HK$00,000,
divided into ,000,000 shares of HK$0.10 each. On the same date and on 6 July 00, one
subscriber’s share and 999,999 shares were allotted and issued as nil paid shares respectively,
which were subsequently credited as fully paid at par as noted in (c) below.
DBA TELECOMMUNICATION (ASIA) HOLDINGS LIMITED
(b)
Pursuant to the written resolutions passed on 1 April 006, the Company’s authorised share
capital was increased from HK$00,000 to HK$00,000,000 of a par value of HK$0.10 each
by the creation of 3,998,000,000 additional shares each ranking pari passu with the existing
shares in all respects.
(c)
In preparation of the Company’s listing of its shares on the Main Board of the Stock Exchange,
the Company allotted and issued 59,000,000 shares, together with the 1,000,000 shares allotted
and issued on 15 June 00 and 6 July 00 as noted in (a) above, of HK$0.10 each, credited
as fully paid, in exchange for the acquisition by the Company of the entire share capital of
Skyban, the then holding company of the Group on 1 April 006.
(d)
In connection with the Company’s initial public offering, a total of 57,500,000 shares of
HK$0.10 each were issued at a price of HK$1.6 per share of a total cash consideration,
before expenses, of approximately HK$3,50,000. Dealings in these shares on the Stock
Exchange commenced on 11 May 006.
(e)
Pursuant to the written resolutions passed on 1 April 006, share premium of approximately
HK$7,000,000 was capitalised for the issuance of 70,000,000 shares of HK$0.10 each on a
pro-rata basis to the Company’s shareholders on 1 April 006.
14. Capital commitments
Capital commitments outstanding not provided in the interim financial report:
At30June At 31 December
2007 006
(Unaudited) (Audited)
RMB’000 RMB’000
Contracted for
– prepaid lease payments 2,627 ,67
– the acquisition of property, plant and equipment 46,465 ,76
49,092 ,903
3Interim Report 007
MANAGEMENT DISCuSSION AND ANALySIS
BUSINESS REVIEW
For the six months ended 30 June 007, the Group achieved satisfactory results with
increased contributions from sales of intelligent electronic products. The Group recorded a
turnover of approximately RMB508 million, representing an increase of 63.% as compared
with the same period last year. Gross profit increased to approximately RMB175 million,
an increase of 37.% against the same period last year. Profit attributable to shareholders
increased to approximately RMB119 million, representing an increase of .1%. Earnings
per share were RMB11.5 cents.
SALES OF TELECOMMUNICATION PRODUCTS
Sales of communication terminal equipments
Public telephone booths, public telephones and wireless business telephones, which are
under the communication terminal equipment category, are the principal products of the
Group. For the six months ended 30 June 007, turnover derived from sales of communication
terminal equipment increased by 1.0% to approximately RMB06 million, accounting for
approximately 0.5% of the Group’s total turnover. Of that total, turnover derived from
sales of public telephone booths increased by 19.% to approximately RMB16 million,
accounting for approximately .8% of the Group’s total turnover, and turnover derived
from sales of public telephones and wireless business telephones increased by 6.5% to
approximately RMB80 million, accounting for approximately 15.7% of the Group’s total
turnover. The increase in turnover was mainly attributable to the increase in demand for
telecommunication equipment driven by economic growth and urbanization and the Group’s
efforts in improving product quality.
Sales of intelligent electronic products
The Group’s intelligent electronic products comprise primarily of self-service smart card
vending machines. For the six months ended 30 June 007, turnover derived from sales
of intelligent electronic products increased by 39.3% to approximately RMB1 million,
DBA TELECOMMUNICATION (ASIA) HOLDINGS LIMITED
accounting for approximately 8.3% of the Group’s total turnover. The increase in turnover
was mainly attributable to the growing in popularity of distribution of smart credit storage
card for telecommunication service through smart card vending machines and the Group
introducing new models smart card vending machines.
Sales of communication transmission connection products
The Group’s communication transmission connection products are devices which organize
and connect different components in telecommunication channels. They include optical
distribution frames (“ODFs”) and optical passive devices. For the six months ended 30
June 007, turnover derived from sales of communication transmission connection products
increased by 11.1% to approximately RMB61 million accounting for approximately 1.1%
of the Group’s total turnover. The increase in turnover was mainly to result of the Group’s
efforts in improving products quality and making sure existing products and new products
are competitively designed.
Self-service communication payment service business
Since December 006, the Group invested to install smart card vending terminal at various
sites for selling smart credit storage card for various telecommunication operators. On
seeing the enormous Chinese market for communication payment service, in December
006, the Group ran a pilot programme in Fuzhou, Fujian province, installing a number of
smart card vending terminal in various residential districts and at commercial buildings,
shopping arcades and university student halls to sell smart credit storage card. By 30 June
007, the Group had a total of 500 points-of-sale that has been installed a smart card vending
terminal. Sales of smart card was satisfactory, signalling a very promising market for the
product. For the six months ended 30 June 007, turnover from selling telecommunication
storage credit card from smart card vending terminal amounted to approximately RMB5
million accounting for approximately 10.% of the Group’s turnover.
5Interim Report 007
Agency business for telecommunication equipments
As the Group owned a large market network in the PRC, we have raise the utilization rate of
market resources through outsourced agency business for telecommunication equipments,
thus making the business more profitable. Since March 007, the Group commenced agency
business for telecommunication equipments. The Group adopted a stable supply and stable
pricing market strategy. All products provided from the suppliers will be directly channelled
to the cooperative distribution network channel for sale, so that the operation cost and the
inventory management cost can be reduced to a minimum. For the six months ended 30
June 007, turnover derived from the agency business amounted to approximately RMB5
million accounting for approximately 8.9% of the Group’s total turnover.
FINANCIAL REVIEW
Liquidity and financial resources
As at 30 June 007, the Group had net assets of approximately RMB77 million comprising
non-current assets of approximately RMB91 million and net current assets of approximately
RMB683 million.
As at 30 June 007, the Group did not have any borrowings.
The Group’s cash and cash equivalents amounted to approximately RMB399 million as at
30 June 007. They were denominated in RMB and Hong Kong dollars.
Capital commitments
As at 30 June 007, the Group‘s capital commitments in relation to prepaid lease payments,
the acquisition of properties, plant and equipment amounted to approximately RMB9
million.
Contingent liabilities
The Group had no contingent liabilities as at 30 June 007.
6 DBA TELECOMMUNICATION (ASIA) HOLDINGS LIMITED
OUTLOOK
The Directors are optimistic about the Group’s business outlook. It expects sales from
communication terminal equipment, intelligent electronic products and communication
transmission connection products to be strong and continue to increase fueled by significant
economic growth in the PRC. On the self-service communication payment service business
front, the Group will continue the trial program in the Fuzhou area. If the result of the trial
proved to be satisfactory, the Group will expand points-of-sale to other major cities in the
PRC. As the Group’s production facilities are already operating at relatively high utilization
rates, to meet anticipated demand for the Group’s products and support production of new
products, new production facilities are being built to boost production capacity. Related
works have been on schedule and will be completed by the end of 007. The Group is
looking into set up additional representative offices in major cities in the PRC to expand its
sales and marketing network. Regarding the plan to expand into the Southeast Asia market,
the Group is conducting detailed study on certain Southeast Asia countries. Furthermore,
with a view to promoting its image and products, the Group will actively participate in trade
fare and exhibitions. In recognition of the importance of product enhancement, the Group
has put efforts in researching and developing more advanced and efficient products. The
Group will also seek to improve its financial result by taking effective measures to control
manufacturing cost, selling and distribution costs, administrative expenses and research and
development expenditure and will strive to maintain debtors turnover days and inventory
turnover days at healthy levels.
7Interim Report 007
DIRECTORS’ INTERESTS AND SHORT
POSITION IN SHARES, uNDERLyING SHARES
AND DEBENTuRES
As at 30 June 007, the interests and short positions of the directors of the Company in
the shares, underlying shares and debentures of the Company or any of its associated
corporation (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
35 of the SFO, or otherwise notified to the Company and The Stock Exchange of Hong
Kong Limited (the “Stock Exchange”) pursuant to the Model Code for Securities Transactions
by Directors of Listed Issuers (the “Model Code”), were as follows:
LongpositionsinordinarysharesoftheCompany:
Interestsin
underlying Percentage
shares ofissued
pursuant sharecapital
toshare Aggregate ofthe
Interestsinshares option interests Company
asat30June2007 asat asat asat
Nameof Personal Corporate 30June 30June 30June
Directors Capacity interests interests Total 2007 2007 2007
Yu Longrui Beneficial 16,5,000 500,680,000 517,,000 Nil 517,,000 9.85%
owner (Note)
Yang Yahua Beneficial Nil 500,680,000 500,680,000 Nil 500,680,000 8.6%
owner (Note)
Note: These 500,680,000 ordinary shares are held by Daba International Investments Limited, a company
incorporated in the British Virgin Islands with limited liability and is owned as to 77.6%, 6.86%,
5.9%, .57%, .7% and .7% by Mr. Yu Longrui, Mr. Yu Longhui, Ms. Yang Yahua, Mr. Yu Qiang,
Mr. Yang Minyong and Mr. Mo Kaifei respectively.
8 DBA TELECOMMUNICATION (ASIA) HOLDINGS LIMITED
SuBSTANTIAL SHAREHOLDERS’ AND OTHER PERSONS’
INTERESTS AND SHORT POSITIONS IN SHARES AND
uNDERLyING SHARES
So far as is known to any director of the Company, as at 30 June 007, other than the
interests of the directors of the Company as disclosed above, the following persons had
interests in the shares or underlying shares of the Company which would fall to be disclosed
to the Company under the provisions of Divisions and 3 of Part XV of the SFO, or which
were recorded in the register required to be kept by the Company under Section 336 of
the SFO.
Percentageof
theCompany’s
Numberof issuedshare
Nameof ordinarysharesheld capitalasat30
Shareholders asat30June2007 June2007
Daba International Investments Limited 500,680,000 (Note) 8.6%
Chartered Asset Management Pte Limited 15,10,000 1.06%
CAM-GTF Limited 73,1,000 7.08%
Atlantis Investment Management Limited 59,118,000 5.70%
Value Partners Limited 5,300,000 5.3%
Cheah Cheng Hye 5,300,000 5.3%
Note: Daba International Investments Limited is beneficially owned by Mr. Yu Longrui, Mr. Yu Longhui, Ms.
Yang Yahua, Mr. Yu Qiang, Mr. Yang Minyong and Mr. Mo Kafei as to 77.6%, 6.86%, 5.9%, .57%,
.7% and .7% respectively. Mr. Yu Longrui is the spouse of Ms.Yang Yahua, brother of Mr. Yu
Longhui and Mr. Yu Qiang, brother-in-law of Mr. Yang Minyong and uncle of Mr. Mo Kaifei.
Save as disclosed above, no person had registered an interest in the share capital of the
Company that was required to be disclosed under Division and 3 of Part XY of the SFO
and the Listing Rules.
9Interim Report 007
Save for the shareholders as disclosed herein, the Directors are not aware of any persons
who, as at 30 June 007, were entitled to exercise or control the exercise of 5% or more
of the voting power at general meeting of the Company and were also, as a practicable
matter, able to direct or influence the management of the Company.
SHARE OPTIONS
On 1 April 006, the Company adopted a share option scheme (the “Scheme”) for the
purposed of providing incentives and rewards to eligible participants who contribute to the
success of the Group’s operation. Eligible participants of the Scheme include the Company’s
directors, including independent non-executive directors, other employees of the Group,
suppliers of goods or services to the Group, customers of the Group, any consultants,
advisers, managers or officers of the Group, and the Company’s shareholders. The Scheme
will remain in force for 10 years from the date of its adoption.
The maximum number of unexercised share options currently permitted to be granted
under the Scheme is an amount equivalent, upon their exercise, to 10% of the shares of
the Company in issue at any time. The maximum number of shares issuable under share
options to each eligible participant in the Scheme within any 1-month period is limited to
1% of the shares of the Company in issue at any time. Any further grant of share options in
excess of this limit is subject to shareholders’ approval in a general meeting.
As at the date of this report, no option has been granted or agreed to be granted pursuant
to the Scheme.
30 DBA TELECOMMUNICATION (ASIA) HOLDINGS LIMITED
EMPLOYEES AND REMUNERATION POLICIES
As at 30 June 007, the Group had approximately 69 employees for its principal activities.
Recognizing the importance of retaining high caliber and competent staff, the Group provides
remuneration packages to employees with reference to prevailing market practices and
individuals performance. Others various benefits, such as medical and retirement benefits,
are also provided. In addition, share option may be granted to eligible employees of the
Group in accordance with the terms of the approved share option scheme adopted by the
Group.
PURCHASES, SALE OR REDEMPTION OF LISTED SECURITIES
There was no purchase, sale or redemption of the Company’s listed shares by the Company
or any of its subsidiaries during the six months ended 30 June 007.
CORPORATE GOVERNANCE
The Group continues to achieve high standards of corporate governance which it believes
is crucial to the development of its business and to safeguarding the interests of the
Company’s shareholders.
The Company has also taken effective measures to ensure that it is in compliance with
the code provisions and as far as reasonably possible the recommended best practices of
the Code on Corporate Governance Practices (the “Corporate Governance Code”) which
came into effect on 1 January 005. In the opinion of the Board, the Company had also
fully complied with the code provisions of the Corporate Governance Code as set out in
Appendix 1 of the Listing Rules throughout the accounting period ended 30 June 007.
In compliance with the code provisions of the Corporate Governance Code, the Company
has an audit committee and a remuneration committee set up under the Board.
31Interim Report 007
MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORS
The Company has adopted the Model Code set out in Appendix 10 to the Listing Rules
as the code of conduct regarding securities transactions by the Directors. Having made
specific enquiry with all Directors, the Company confirmed that in respect of the six months
ended 30 June 007, all Directors had complied with the required standard set out in the
Model Code.
AUDIT COMMITTEE
The Company has an audit committee (the “Audit Committee”) which was established in
accordance with the requirements of the Corporate Governance Code and Rule 3.1 of
the Listing Rules for the purposes of reviewing and providing supervision over the Group’s
financial reporting process and internal controls. The Audit Committee comprises three
independent non-executive Directors, namely Mr. Zheng Qingchang, Mr. Yu Lun and Mr. Yun
Lok Ming. The Audit Committee meets regularly with the Company’s senior management
and the Company’s auditors to consider the Company’s financial reporting process, the
effectiveness of internal controls, the audit process and risk management.
REMUNERATION COMMITTEE
The Company has a remuneration committee (the “Remuneration Committee”) with written
terms of reference in compliance with the Corporate Governance Code as set out in Appendix
1 to the Listing Rules. The primary duties of the remuneration committee are to review and
determine the terms of remuneration packages, bonuses and other compensation payable
to the Directors and senior management. The Remuneration Committee has three members,
all independent non-executive Directors, namely Mr. Zheng Qingchang, Mr. Yu Lun and Mr.
Yun Lok Ming. Mr. Zheng Qingchang is the chairman of the committee.
3 DBA TELECOMMUNICATION (ASIA) HOLDINGS LIMITED
NOMINATION COMMITTEE
The Company has a nomination committee (the “Nomination Committee”) with written
terms of reference in compliance with Appendix 1 to the Listing Rules. The primary duties
of the nomination committee are to make recommendations to the board of Directors on
appointment of Directors and management of the succession of the board of Directors.
The Nomination Committee has three members, all independent non-executive Directors,
namely Mr. Zheng Qingchang, Mr. Yu Lun and Mr. Yun Lok Ming. Mr. Zheng Qingchang is
the chairman of the committee.
APPRECIATION
On behalf of the Board, I would like to take this opportunity to express our gratitude to
all staff for their devoted efforts and hard work.
By Order of the Board
YULongrui
Chairman and Chief Executive Officer
Hong Kong, 16 August 007
Interim Report 2007 |
