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(Incorporated in Bermuda with limited liability)
(Stock Code: 262)
INTERIM RESULTS
FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2007
The board of directors (the “Board”) of Deson Development International Holdings Limited (the
“Company”) is pleased to announce the unaudited consolidated results of the Company and its
subsidiaries (collectively the “Group”) for the six months ended 30 September 2007, together with the
comparative figures for the six months ended 30 September 2006 as follows:
CONDENSED CONSOLIDATED INCOME STATEMENT
For the six months ended 30 September 2007
2007 2006
Notes HK$’000 HK$’000
(Restated)
REVENUE 3 322,310 227,902
Cost of sales (256,434) (177,737)
Gross profit 65,876 50,165
Other income and gains 3 12,890 6,639
Fair value gain, net on available-for-sale investments – 3,053
Gain on disposal of subsidiaries 3,163 –
Administrative expenses (59,821) (52,919)
Finance costs 5 (3,103) (2,554)
Share of profits and losses of:
A jointly-controlled entity (238) (9)
Associates 924 857
PROFIT BEFORE TAX 4 19,691 5,232
Tax 6 (12,190) (2,858)
PROFIT FOR THE PERIOD 7,501 2,374
Attributable to:
Equity holders of the parent
7,617 2,629
Minority interests (116) (255)
7,501 2,374
EARNINGS PER SHARE ATTRIBUTABLE TO
ORDINARY EQUITY HOLDERS OF THE PARENT 7
– Basic 1.33 cent 0.50 cent
– Diluted 1.33 cent 0.50 cent
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CONDENSED CONSOLIDATED BALANCE SHEET
30 September 2007
30 September 31 March
2007 2007
Notes HK$’000 HK$’000
NON-CURRENT ASSETS
Property, plant and equipment 92,852 105,309
Investment properties 8 87,718 80,106
Prepaid land lease payments 12,887 13,012
Interest in a jointly-controlled entity 12,897 11,409
Interests in associates 8,929 7,900
Amounts due from investees 6,240 17,721
Deferred tax assets 262 262
Total non-current assets 221,785 235,719
CURRENT ASSETS
Amounts due from associates 23,024 24,563
Amounts due from minority shareholders – 7
Properties held for sale 9 375,919 395,379
Gross amount due from contract customers 25,872 12,283
Inventories 1,251 8,537
Accounts receivable 10 67,932 68,544
Prepayments, deposits and other receivables 47,117 26,220
Cash and cash equivalents 72,305 53,159
Pledged time deposits 60,562 68,184
Total current assets 673,982 656,876
CURRENT LIABILITIES
Gross amount due to contract customers 67,064 29,104
Accounts payable 11 22,515 38,670
Other payables and accruals 129,999 175,060
Amounts due to associates 643 534
Amounts due to minority shareholders 13,360 11,824
Amounts due to a director 17,390 –
Tax payable 28,595 22,334
Interest-bearing bank and other borrowings 89,022 87,560
Total current liabilities 368,588 365,086
NET CURRENT ASSETS 305,394 291,790
TOTAL ASSETS LESS CURRENT LIABILITIES 527,179 527,509
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30 September 31 March
2007 2007
HK$’000 HK$’000
NON-CURRENT LIABILITIES
Convertible notes 15,061 14,856
Interest-bearing bank and other borrowings 71,760 84,162
Deferred tax liabilities 11,750 11,749
Total non-current liabilities 98,571 110,767
Net assets 428,608 416,742
EQUITY
Equity attributable to equity holders of the parent
Issued capital 57,268 57,268
Reserves 368,077 356,303
Equity component of convertible notes 1,259 1,259
426,604 414,830
Minority interests 2,004 1,912
Total equity 428,608 416,742
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PREPARATION
These unaudited condensed financial statements have been prepared in accordance with the applicable disclosure
requirements of Appendix 16 of the Rules Governing the Listing of Securities (the “Listing Rules”) of The Stock
Exchange of Hong Kong Limited (the “Stock Exchange”) and with Hong Kong Accounting Standard (“HKAS”) 34
“Interim Financial Reporting” issued by the Hong Kong Institute of Certified Public Accountants. They have been
prepared under the historical cost convention, except for leasehold buildings and available-for-sale investments, which
have been measured at fair value. These unaudited condensed financial statements should be read in conjunction with the
annual accounts for the year ended 31 March 2007.
The accounting policies adopted are consistent with those followed in the preparation of the Group’s annual audited
financial statements for the year ended 31 March 2007, except in relation to the following new standards, amendments to
standards and interpretations which are relevant to the Group and are adopted for the first time for the current period’s
financial statements:
HKAS 1 (Amendment) Presentation of Financial Statements: Capital Disclosures
HKFRS 7 Financial Instruments: Disclosures
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 standards, amendments to standards and interpretations has no significant impact on the
Group’s interim results and financial position.
The following new standard, amendment to standard and interpretation, which are relevant to the group, have been
issued but are not effective for the year ending 31 March 2008 and have not been early adopted by the Group:
HKFRS 8 Operating Segments
HKAS 23 (Revised) Borrowing Costs
HK(IFRIC)-Int 11 HKFRS 2 – Group and Treasury Share Transactions
The adoption of these new standards or interpretation will have no material impact on the accounts of the Group and will
not result in substantial changes to the Group’s accounting policies.
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2. SEGMENT INFORMATION
Segment information is presented by way of two segment formats: (i) on a primary segment reporting basis, by business
segment; and (ii) on a secondary segment reporting basis, by geographical segment.
(a) Business segments
The following tables present revenue and profit/(losses) information for the Group’s business segments for the six
months ended 30 September 2007 and 2006.
For the six months ended 30 September
Property Fitness centre
development and operation and
Construction business investment business related business Consolidated
2007 2006 2007 2006 2007 2006 2007 2006
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
(Restated)
Segment revenue:
Sales to external customers 189,926 121,539 98,945 73,514 33,439 32,849 322,310 227,902
Other income and gains 897 2,701 1,851 2,229 1,404 87 4,152 5,017
Total 190,823 124,240 100,796 75,743 34,843 32,936 326,462 232,919
Segment results (3,572) (5,664) 27,367 18,272 (10,778) (7,470) 13,017 5,138
Interest income and dividend
income 8,738 1,622
Fair value gain, net on available-
for-sale investments – 3,053
Gain on disposal of subsidiaries 3,163 –
Unallocated expenses (2,805) (2,773)
Impairment of goodwill – (51) (5) (51) – – (5) (102)
Finance costs (3,103) (2,554)
Share of profits and losses of:
A jointly-controlled entity (238) (9) – – – – (238) (9)
Associates 924 857 – – – – 924 857
Profit before tax 19,691 5,232
Tax (12,190) (2,858)
Profit for the period 7,501 2,374
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For the six months ended 30 September
Property Fitness centre
development and operation and
Construction business investment business related business Consolidated
2007 2006 2007 2006 2007 2006 2007 2006
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Other segment information:
Depreciation 1,005 807 232 179 2,668 1,619 3,905 2,605
Recognition of prepaid
land lease payments 126 126 – – – – 126 126
Loss on disposal of items
of property, plant and
equipment 2 – – – 77 123 79 123
Impairment/(reversal of
impairment) of
accounts receivable – (490) 145 (606) 222 – 367 (1,096)
Impairment/(reversal of
impairment) of
other receivables (518) 5 1,061 – – – 543 5
(b) Geographical segments
The following table presents revenue for the Group’s geographical segments for the six months ended 30 September
2007 and 2006.
For the six months ended 30 September
Hong Kong Mainland China Consolidated
2007 2006 2007 2006 2007 2006
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Segment revenue:
Sales to external customers 113,731 96,301 208,579 131,601 322,310 227,902
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3. REVENUE, OTHER INCOME AND GAINS
Revenue, which is also the Group’s turnover, represents the aggregate of gross revenue earned from construction works
and the net amount of maintenance works invoiced, property development and investment business, and fitness centre
operations and related business.
An analysis of revenue, other income and gains is as follows:
2007 2006
HK$’000 HK$’000
Revenue
Income from construction contracting and related business 189,926 121,539
Income from property development and investment business 98,945 73,514
Income from fitness centre operation and related business 33,439 32,849
322,310 227,902
Other income and gains
Bank interest income 1,434 984
Other interest income 494 492
Gross rental income 1,380 1,024
Dividend income from available-for-sale investments 6,810 146
Reversal of impairment of accounts receivable – 1,096
Others 2,772 2,897
12,890 6,639
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4. PROFIT BEFORE TAX
This is arrived at after charging:
2007 2006
HK$’000 HK$’000
Cost of construction contracting 180,001 114,091
Cost of properties sold 66,529 51,953
Cost of inventories sold and service provided 9,904 11,693
Depreciation 3,905 2,605
Recognition of prepaid land lease payments 126 126
Minimum lease payments under operating leases on land and buildings 4,998 5,318
Loss on disposal of items of property, plant and equipment 79 123
Impairment of goodwill 5 102
Employee benefits expense (including directors’ emoluments):
Wages and salaries 20,358 19,500
Pension scheme contributions 570 539
Directors remuneration:
Fee 156 156
Salaries and allowances 2,104 1,787
Pension scheme contributions 57 50
2,317 1,993
5. FINANCE COSTS
2007 2006
HK$’000 HK$’000
(Restated)
Interest on bank loans, overdrafts and other borrowings
wholly repayable within five years 6,552 6,766
Interest on convertible notes 521 290
Total interest 7,073 7,056
Less: Interest capitalised on properties under development (3,970) (4,502)
3,103 2,554
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6. TAX
No Hong Kong profits tax has been provided as the Group did not generated any assessable profits arising in Hong Kong
during the period (2006: Nil). Taxes on profits assessable elsewhere have been calculated at the rates of tax prevailing
in the jurisdictions in which the Group operates, based on existing legislation, interpretations and practices in respect
thereof.
Land appreciation tax (“LAT”) in Mainland China is levied at progressive rates ranging from 30% to 60% on the
appreciation of land value, being the proceeds of sales of properties less deductible expenditures including amortisation
of land use rights, borrowing costs and all property development expenditures.
2007 2006
HK$’000 HK$’000
(Restated)
Current – Hong Kong
Under/(over) provision in prior periods (8) 1
Current – Elsewhere
Charge for the period 6,736 2,195
Underprovision in prior periods – 83
LAT in Mainland China 5,462 579
Total tax charge for the period 12,190 2,858
7. EARNINGS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE PARENT
The calculation of basic earnings per share amounts is based on the profit for the period attributable to ordinary equity
holders of the parent, and the weighted average number of ordinary shares in issue during the period, as adjusted to
reflect the share placement and exercise of share options during the period ended 30 September 2006.
The calculation of diluted earnings per share amounts is based on the profit for the period attributable to ordinary
equity holders of the parent, adjusted to reflect the interest on the convertible notes, where applicable (see below). The
weighted average number of ordinary shares used in the calculation is the number of ordinary shares in issue during the
period, as used in the basic earnings per share calculation, and the weighted average number of ordinary shares assumed
to have been issued at no consideration on the deemed exercise or conversion of all dilutive potential ordinary shares
into ordinary shares.
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The calculations of basic and diluted earnings per share are based on:
2007 2006
HK$’000 HK$’000
Earnings
Profit attributable to ordinary equity holders of the parent,
used in the basic earnings per share calculation 7,617 2,629
Interest on convertible notes 521 290
Profit attributable to ordinary equity holders of the parent
before interest on convertible notes 8,138 2,919
Shares
Weighted average number of ordinary shares in issue during the
period used in the basic earnings per share calculation 572,683,017 520,989,028
Effect of dilution – weighted average number of ordinary shares:
Share options 276,923 335,273
Convertible notes 4,711,538 1,930,351
577,671,478 523,254,652
Because the diluted earnings per share amount is increased when taking convertible notes into account, the
convertible notes had an anti-dilutive effect on the basic earnings per share for the period and were ignored in the
calculation of diluted earnings per share. Therefore, the diluted earnings per share amount is based on the profit
for the period attributable to ordinary equity holders of the parent of HK$7,617,000 (2006: HK$2,629,000) and the
weighted average of 572,959,940 (2006: 521,324,301) ordinary shares.
The share options granted on 23 December 2006 had an anti-dilutive effect on the basic earnings per share and have
not been included in the diluted earnings per share calculation for the period ended 30 September 2007.
8. INVESTMENT PROPERTIES
30 September 31 March
2007 2007
HK$’000 HK$’000
Carrying amount at 1 April 80,106 –
Additions 7,612 52,226
Fair value adjustment – 27,880
Carrying amount at 30 September/31 March 87,718 80,106
The investment properties are held under long term leases and are situated in Mainland China.
The Group’s investment properties were revalued on 31 March 2007 by B.I. Appraisals Limited, independent
professionally qualified valuers, at HK$80,106,000 on an open market, existing use basis.
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9. PROPERTIES HELD FOR SALE
30 September 31 March
2007 2007
HK$’000 HK$’000
Completed properties 215,755 234,938
Properties under development 160,164 160,441
375,919 395,379
As at 30 September 2007, certain completed properties held for sale are pledged to banks to secure banking facilities
granted to the Group.
10. ACCOUNTS RECEIVABLE
The Group’s trading terms with its customers are mainly on credit. The credit period is generally 90 days for the sale
of trading goods and 180 days for the sale of completed properties held for sale. For retention receivables in respect of
construction work carried out by the Group, the due dates are usually one year after the completion of the construction
works. Each customer has a maximum credit limit. The Group seeks to maintain strict control over its outstanding
receivables. Overdue balances are reviewed regularly by senior management. In view of the aforementioned and the
fact that the Group’s accounts receivable relate to a large number of diversified customers, there is no significant
concentration of credit risk. Accounts receivable are non-interest-bearing.
An aged analysis of accounts receivable as at the balance sheet date, based on the invoice date and net of provision is as
follows:
30 September 31 March
2007 2007
HK$’000 HK$’000
Current to 90 days 38,629 43,844
91 to 180 days 10,144 3,803
181 to 360 days 3,847 2,975
Over 360 days 11,193 13,813
63,813 64,435
Retention money receivables 4,119 4,109
Total 67,932 68,544
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11. ACCOUNTS PAYABLE
An aged analysis of accounts payable as at the balance sheet date, based on the invoice date, is as follows:
30 September 31 March
2007 2007
HK$’000 HK$’000
Current to 90 days 16,966 30,103
91 to 180 days 945 168
181 to 360 days 48 1,436
Over 360 days 4,556 6,963
22,515 38,670
The accounts payable are non-interest-bearing and are normally settled on 30-day terms.
12. POST BALANCE SHEET EVENTS
On 27 November 2007, Deson Development Limited, an indirectly wholly owned subsidiary of the Company entered
into a provisional agreement with Asian Time Investment Limited, for the disposal of 13th and 14th Floor of Max Share
Centre situated in Hong Kong at a total consideration of HK$27,178,800.
As the applicable percentage ratio for the disposal calculated pursuant to Rule 14.07(4) of the Listing Rules exceeds 5%
but is less than 25%, the disposal constitutes a discloseable transaction for the Company under Chapter 14 of the Listing
Rules.
DIVIDENDS
The Directors do not recommend the payment of an interim dividend in respect of the six months ended
30 September 2007 (2006: Nil).
BUSINESS REVIEW
The Group’s turnover for the period was HK$322,310,000 which represented an increase of 41% as
compared with last period. The net profit attributable to equity holders of the Company amounted to
approximately HK$7,617,000 representing an increase of 190% as compared with last period. Earning
per share is approximately HK1.33 cent.
The Group’s major business segment during the period comprises (i) construction, as a main contractor,
as well as the provision of contracting intelligent building engineering, and electrical and mechanical
(“E&M”) services; (ii) property development and investment; and (iii) the operation of fitness club and
trading of fitness equipment business.
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During the period, the Group completed projects such as the main contractor for construction of four
residential houses at 10 Pollock’s Path (formerly Sky Height), the Peak, Hong Kong and fitting out
works for Club Monaco at New World Tower, Hong Kong.
More to note, during the period, the Group sold certain units in Phase I and Phase III of Asian Villas
City Square, Haikou, Hainan Province, and certain apartments and villas in Parkview Garden, Shanghai,
which contributed a meaningful turnover and profit to the Group. The Group is also benefit from the
increase trend of property market price in PRC. The enthusiastic sales response together with the upward
property price trend were demonstrated by the 50% increase in the segment results as compared to last
period.
On 25 September 2007, the Group entered into a sales and purchase agreement with Ideal Choice
Holdings Limited, a company wholly owned by Mr. Tjia Boen Sien, the Managing Director and Deputy
Chairman and a substantial shareholder of the Company, in relation to the disposal of 100% interest in
Fitness Concept Limited and the related shareholder’s loan, at a total consideration of HK$6,000,000.
Fitness Concept Limited and its’ subsidiaries are principally engaged in the operation of fitness club and
trading of fitness equipment business. Upon the completion of the disposal on 30 September 2007, the
only business of the Group in relation to the operation of fitness club and trading of fitness equipment
business is that of ?p"!, which is an indirectly wholly owned subsidiary of the
Company and engaged in the operation of fitness club business in Chengdu, PRC. For the six months
ended 30 September 2007, the fitness club and related business generated turnover in the amount of
HK$33 million to the Group.
FINANCIAL REVIEW
Turnover
During the six months’ ended 30 September 2007, the Group’s turnover amounted to HK$322 million,
increased by 41% as compared to the same period last year, the impetus behind such growth can largely
be traced to certain new and substantial projects under the construction and contracting segment, such
as main contractor for redevelopment of Good Hope School at Ngau Chi Wan, Hong Kong with a
contract value of HK$169 million and decoration work for a hotel at Beijing, PRC have commenced and
generated meaningful turnover to the Group. Turnover generated from construction contracting business,
property development and investment business and fitness club business amounted to approximately
HK$190 million, HK$99 million and HK$33 million respectively, which represent increase by 56%, 35%
and 2% respectively as compared to the last period.
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Gross profit margin
During the period under review, the Group’s gross profit margin was approximately 20%, down by 2%
as compared to last period’s 22%, which reflects the challenging operating environment of the Group of
rising production cost and keen competition in the construction contracting and related business.
Liquidity and financial resources
As at 30 September 2007, the Group had total assets of HK$895,767,000 and current liabilities, long
term liabilities, shareholders’ equity and minority interests of HK$368,588,000, HK$98,571,000,
HK$426,604,000 and HK$2,004,000, respectively.
The gearing ratio for the Group is, at 19% (31 March 2007: 21%). It was calculated based on the
long term borrowings of HK$98,571,000 (31 March 2007: HK$110,767,000) and long term capital of
HK$527,179,000 (31 March 2007: HK$527,509,000).
Capital expenditure
Total capital expenditure for the period was approximately HK$12 million, which are mainly used in
purchase of building, leasehold improvements, equipment in connection with the property investment and
fitness club businesses in PRC.
Contingent liabilities
At the balance sheet date, there were no significant contingent liabilities for the Group.
Treasury policies
The Director will continue to follow a prudent policy in managing its cash balances and maintain
a strong and healthy liquidity to ensure that the Group is well placed to take advantage of growth
opportunities for the business. In view of the expected development for the property development
projects in Kaifeng and Huizhou, PRC, the Group will take consideration on the Renminbi fund planning
to adequately finance these projects. Interest for the current bank borrowings were mainly on floating
rate basis and the bank borrowings were principally denominated in Hong Kong dollars and Renminbi,
hence, there is no significant exposure to foreign exchange rate fluctuations.
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Exchange risk exposure
The Group’s receivables and payables were denominated mainly in Hong Kong dollar and Renminbi.
Since some of the Group’s business are based in the PRC, the continuing appreciation of RMB inevitably
increase the development cost and operating cost, however, the fluctuation in RMB is still mild for the
time being and the PRC operation is naturally hedged by the future RMB receivables, therefore the
management does not foresee any significant foreign currency exposure.
PROSPECTS
Construction business (including E&M works)
The Group will uphold an on-going parallel development of its construction business (including E&M
works) in both the PRC and Hong Kong. With its proven track records and adequate expertise in the main
contracting business, in April 2006, the Group had been promoted from “List of Approved Contractors
for Public Works under Group C (on probation) of the Building Category under Environment, Transport
and Works Bureau of the HKSAR” to “List of Approved Contractors for Public Works under Group C of
the Building Category under Environment, Transport and Works Bureau of the HKSAR”. Together with
the license in Group II under the “Turn-key Interior Design and Fitting-out Works” under the “List of
Approved Suppliers of Materials and Specialist Contractors for Public Works” and the 11 licenses held
under the “List of Approved Suppliers of Materials and Specialist Contractors for Public Works under
Environment, Transport and Works Bureau of the Government of the HKSAR”, enables the Group to
take an active part in the construction business development (including E&M works).
During the period, new projects such as fitting out works for a residential house at Pollock’s Path,
Hong Kong, interior fitting out works for De Beers at Landmark, Hong Kong, renovation of external
wall finishing at Saint Joseph’s Catholic Church, Hong Kong, building services installation for the
construction of a primary school in Sham Tseng, Hong Kong, air-conditioning and electrical works
for Ocean Park redevelopment project – Astounding Asia, Hong Kong, renovation for a 7-storey hotel
in Beijing, PRC, and renovation for a hospital in Beijing, PRC were granted. As at the date of this
announcement, the Group has contracts on hand with a total contract sum of over HK$794 million.
Property development and investment
Asian Villas City Square, Haikou, Hainan Province is developing into a residential and commercial
complex with a total gross floor area of approximately 130,000 sq. metres. Construction is on schedule,
up to now, Phase I, II and III were completed and Phase IV are under construction. It is expected the
whole development will be completed by the mid of 2008. Up to the date of this announcement, the total
contract sum achieved amounted to approximately RMB206 million.
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On 9 June 2005, the Group has been granted the land use rights of a development site in Long Ting
district of the city of Kaifeng. The Directors intend to develop a commercial complex on the site with
an estimated gross floor area of approximately 177,000 sq. metres. Up to now, the development is
at the removal and demolish stage, processing smoothly, and the removal and demolish is expected
to be completed by January 2008. In April 2007, the Group was granted another land use rights of a
development site adjacent to the original site in Long Ting District, with a site area of approximately
20,000 sq. metres, the Directors intend to develop this additional site together with the original site.
On 2 November 2006, the Group obtained the land use rights of a development site in Huidong province
of PRC. The Directors intend to develop residential villas on the site with an estimated gross floor area
of approximately 220,796 sq. metres. It is expected the development will soon be commenced.
The Group had purchased a hotel in Haikou, the capital of Hainan Province, PRC through the acquisition
of a subsidiary. The hotel has a gross floor area of 22,109.83 square metres and is under decoration. The
Group intends to lease out the hotel to generate recurring rental income. In view of the great potential
which Hainan Province has as an upscale tourist destination, the Directors consider the growth prospects
to be promising.
Although the residual effect of the macro-economic tightening measures have added uncertainties to
the growth of the PRC economy, the Directors believe that the austerity measure had only a moderate
and short term impact on the property market in PRC. With strong sustained economic growth in
PRC, coupled with the constant appreciation of RMB, the PRC property market offers tremendous
opportunities, and the Group will continue to place emphasis on strengthening the property development
and investment business, and may acquire additional land bank to richen its land reserve, specifically
in the second and third tier cities in PRC which the market trend and growth potential is consistently
increasing, however, the Group has no specific investment plan in relation to any particular project
currently.
Noteworthy is the fact that Directors believe the hosting of the World Expo in 2010 which will have a
positive impact on the PRC property market and the property development and investment segment will
continue to provide a sizable contribution to the Group’s operating results in the coming years.
HUMAN RESOURCES
As at 30 September 2007, the Group has 212 employees, 96 of whom were based in the PRC. The total
employee benefits expenses including directors’ emoluments for the period under review amounted to
HK$21 million as compared to HK$20 million in last period.
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The remuneration policy and package of the Group’s employees are reviewed and approved by the
directors. Apart from pension funds, discretionary bonus and share options are linked to individual
performance as recognition of and reward for value creation.
CONNECTED AND DISCLOSEABLE TRANSACTION
On 25 September 2007, Grace Profit Investments Limited, a wholly owned subsidiary of the Company
entered into a sales and purchase agreement with Ideal Choice Holdings Limited, a company wholly
owned by Mr. Tjia Boen Sien, the Managing Director and Deputy Chairman and a substantial
shareholder of the Company, for the disposal of it’s entire interest in Fitness Concept Limited and related
shareholder’s loan, at a total consideration of HK$6,000,000. Upon completion of the agreement, Fitness
Concept Limited and its’ subsidiaries ceased to be subsidiaries of the Company. The transaction was
completed on 30 September 2007.
Given that Mr. Tjia is the Managing Director and Deputy Chairman of the Company and has an
approximately 45.79% equity interest in the Company at that time, Mr. Tjia is a connected person of
the Company within the meaning of the Listing Rules. The transaction therefore constitutes a connected
transaction of the Company. As each of the applicable percentage ratios of the transaction was more than
2.5% but less than 25% and the total consideration involved was less than HK$10,000,000, pursuant
to Rule 14A.32 of the Listing Rules, the transaction was exempted from the independent shareholders’
approval requirement and was only subject to the reporting and disclosure requirements of the Listing
Rules. The transaction also constituted a discloseable transaction for the Company under the Listing
Rules.
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COMMITMENTS
The Group had the following capital commitments at the balance sheet date:
30 September 31 March
2007 2007
HK$’000 HK$’000
Contracted, but not provided for, in respect of:
Renovation cost of investment properties 9,558 11,007
Authorised, but not contracted for, in respect of:
Renovation cost of investment properties 13,080 17,410
22,638 28,417
CHARGES ON GROUP ASSETS
The Group’s banking facilities are secured by:
(i) the pledge of certain of the Group’s leasehold buildings situated in Hong Kong and Mainland China
of HK$75,422,000 (31 March 2007: HK$77,356,000).
(ii) the pledge of the Group’s leasehold lands situated in Hong Kong of HK$13,136,000 (31 March
2007: HK$13,262,000).
(iii) the pledge of the Group’s time deposits of HK$60,562,000 (31 March 2007: HK$68,184,000).
(iv) the pledge of the Group’s completed properties for sale of HK$31,115,000 (31 March 2007:
HK$50,471,000).
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PURCHASE, REDEMPTION OR SALE OF LISTED SECURITIES
Neither the Company, nor any of its subsidiaries purchased, redeemed or sold any of the Company’s
listed securities during the period.
CORPORATE GOVERNANCE
In the Corporate Governance Report which was published in our annual report for the year ended 31
March 2007, the Company’s corporate governance practices are based on the principles and the code
provisions as set out in the Code on Corporate Governance Practices (the “Code”) contained in Appendix
14 of the Listing Rules. The Directors consider that the Company has complied with the Code throughout
the six months ended 30 September 2007, with the following derivations:
Code Provision A4.1
Code Provision A.4.1 stipulates that non-executive directors should be appointed for a specific term,
subject to re-election.
The independent non-executive directors are not appointed for a specific term. However, all non-
executive directors are subject to the retirement and rotation requirements at least once every three years
in accordance with the Company’s Bye-Laws. As such, the Board considers that sufficient measures have
been taken to ensure that the Company’s corporate governance practices are comparable with those in the
Code.
MODEL CODE FOR SECURITIES TRANSACTIONS
The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers (the
“Model Code”) as set out in Appendix 10 to the Listing Rules.
Specific enquiry has been made of all the directors and the directors have confirmed that they have
complied with the Model Code throughout the six months ended 30 September 2007.
The Company has adopted the same Model Code for securities transactions by employees who are likely
to be in possession of unpublished price-sensitive information of the Company.
No incident of non-compliance of the Model Code by the relevant employees was noted by the Company.
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REMUNERATION COMMITTEE
The Company has a remuneration committee which was established in accordance with the requirements
of the Code for the purpose of reviewing the remuneration policy and fixing the remuneration packages
for all Directors. The remuneration committee currently comprises two executive Directors, namely
Mr. Tjia Boen Sien, Mr. Wang Jing Ning, and three independent non-executive Directors, namely Dr.
Ho Chung Tai, Raymond, Mr. Siu Man Po and Mr. Wong Shing Kay, Oliver. Mr. Tjia Boen Sien is the
Chairman of the committee.
AUDIT COMMITTEE
The Company has an audit committee which was established in accordance with the requirements of
the Code for the purpose of reviewing and providing supervision over the Group’s internal controls and
financial reporting matters including the review of the unaudited interim results for the six months ended
30 September 2007. The audit committee comprise of three independent non-executive directors of the
Company, namely Dr. Ho Chung Tai, Raymond, Mr. Siu Man Po and Mr. Wong Shing Kay, Oliver. Mr.
Wong Shing Kay, Oliver is the Chairman of the committee.
PUBLICATION OF FINANCIAL INFORMATION
This interim results announcement is published on the websites of the Company (www.deson.com)
and the Stock Exchange (www.hkex.com.hk). The Company’s Interim Report will be dispatched to the
shareholders and available on the same websites on or before 31 December 2007.
BOARD OF DIRECTORS
As at the date of this announcement, the executive Directors of the Company are Mr. Wang Ke Duan,
Mr. Tjia Boen Sien, Mr. Wang Jing Ning, Mr. Keung Kwok Cheung, and Mr. Ong Chi King, and the
independent non-executive Directors are Dr. Ho Chung Tai, Raymond, Mr. Siu Man Po, and Mr. Wong
Shing Kay, Oliver.
On behalf of the board of directors
Tjia Boen Sien
Managing Director and Deputy Chairman
Hong Kong, 27 December 2007
INTERIM RESULTSFOR THE SIX MONTHS ENDED 30 SEPTEMBER 2007 (UNAUDITED) |
