Interim Report
2007
S
p
69
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| CONTENTS |
| Interim Report 2007 |
| Corporate Information 2 |
| Management Discussion and Analysis 3 |
| Condensed Interim Financial Statements |
| Condensed Income Statement 7 |
| Condensed Balance Sheet 8 |
| Condensed Statement of Changes in Equity 9 |
| Condensed Cash Flow Statement 10 |
| Notes to Condensed Financial Statements 11 |
2 Earnest Investments Holdings Limited
CORPORATE INFORMATION
Board of Directors
Executive Directors
Mr. CHAN Chak Paul
Mr. WANG Daming
Mr. NGAI Wah Sang
Independent Non-executive Directors
Mr. Benny LUI
Mr. Oliver Yeung Kam LAI
Mr. CHAN Francis Ping Kuen
Company Secretary
Ms. CHUI Yee Man
Auditors
Messrs. RSM Nelson Wheeler
Certifi ed Public Accountants
Registered Offi ce
Canon’s Court
22 Victoria Street
Hamilton HM12
Bermuda
Principal Place of Business
Units 801-802
8/F., Ginza Square
565-567 Nathan Road
Kowloon, Hong Kong
Stock Code
339
Investment Manager
Success Talent Investments Limited
Directors of the Investment Manager
Mr. CHOI Wai Yin
Mr. LEE Kwok Leung
Audit Committee
Mr. Benny LUI
Mr. Oliver Yeung Kam LAI
Mr. CHAN Francis Ping Kuen
Principal Registrars
Reid Management Limited
Argyle House
41A Cedar Avenue
Hamilton HM12
Bermuda
Branch Registrars
Tricor Tengis Limited
26/F Tesbury Centre
28 Queen’s Road East
Wanchai, Hong Kong
Principal Banker
Bank of China (Hong Kong) Limited
3
MANAGEMENT DISCUSSION AND ANALYSIS
Interim Report 2007
The Board of Directors (the “Board”) of Earnest Investments Holdings Limited (the
“Company”) is pleased to present the unaudited interim fi nancial results of the Company
for the six months ended 30 June 2007 together with comparative fi gures for the
corresponding period.
Interim Dividend
The Board does not recommend to pay any interim dividend for the six months ended 30
June 2007 (2006: Nil).
Results
For the six months ended 30 June 2007, the Company has recorded a turnover of
approximately HK$20 million (2006: approximately HK$0.1 million) and a profi t attributable
to equity holders of approximately HK$36 million (2006: loss of approximately HK$2.9
million). The increase in turnover and the profi t during the period were mainly due to the
increase in trading volume and gain on securities trading.
Business Review
During the period under review, the Company had not made any new investment
other than trading of Hong Kong listed securities. The Board will be cautious in making
investment decision and hold cash in bank for the time being.
The Company’s portfolio of Hong Kong listed securities as at 30 June 2007 consisted of
China Elegance (Holdings) Limited, Shougang Concord International Enterprises Company
Limited and Shougang Concord Century Holdings Limited. The Company’s investments in
unlisted companies had not generated any signifi cant investment returns for the period
ended 30 June 2007. The Board will closely monitor such investments in unlisted companies
and will take appropriate action, if necessary.
As at 30 June 2007, approximately HK$29 million (31 December 2006: HK$10 million) of the
Company’s investment was in a portfolio of Hong Kong listed securities, HK$14.5 million
(31 December 2006: HK$14.5 million) in the equity interests of unlisted companies, and
HK$16.5 million (31 December 2006: HK$7 million) in cash which was deposited with a bank
in Hong Kong.
4 Earnest Investments Holdings Limited
MANAGEMENT DISCUSSION AND ANALYSIS
Liquidity, Financial Resources and Funding
For the period under review, the Company fi nanced its operations and investment activities
through its internal resources. As at 30 June 2007, the net asset value of the Company
was HK$67,747,509 (31 December 2006: HK$31,479,467) with net asset value per share of
HK$0.84 (31 December 2006: HK$0.39). The Company continued to maintain a low gearing
ratio, calculated on the basis of the Company’s total liabilities over total shareholders’ funds,
of 0.03 as at 30 June 2007 (31 December 2006: 0.006).
All the Company’s cash and cash equivalents were denominated in Hong Kong dollars as
at the balance sheet date. The Board believes that the Company has minimal exposure to
foreign exchange risk.
Employees
During the period, the Company did not employ any employees other than the directors
of the Company. Total staff cost for the period was HK$172,800 (2006: HK$172,800). The
Company’s remuneration policies are in line with the prevailing market practice.
Charges on the Company’s Assets and Contingent Liabilities
As at 30 June 2007, there were no charges on the Company’s assets and the Company did
not have any signifi cant contingent liabilities.
Prospects
The Company will continue to identify and pursue investment opportunities and manage
the existing investments in accordance with the Company’s investment objectives. The
Board believes that the Company is able to further its investment objectives and to make
timely investment as well as to capture opportunities when they arise.
Directors’ Interests and Short Positions in Shares and Underlying Shares
As at 30 June 2007, none of the directors of the Company or their associates had any
interest and short position in the shares and underlying shares of the Company and
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 under Section 352 of
the SFO or as otherwise notifi ed to the Company and
5
MANAGEMENT DISCUSSION AND ANALYSIS
Interim Report 2007
Substantial Shareholder
As at 30 June 2007, the register of substantial shareholders maintained under Section 336
of the SFO showed that the following shareholders had an interest of 5% or more in the
shares and underlying shares of the Company:
Percentage of total
Name of Number of shares in issue as
shareholder shares held at 30 June 2007
Winsome Worldwide Limited (note 1) 22,275,000
27.50%
Siu Kwan (note 1) 22,275,000
#
27.50%
Yau Mei Han 14,051,250
17.35%
Supreme Zone Investments 11,812,500
14.58%
Limited (note 2)
Keung Kwai Yung (note 2) 11,812,500
#
14.58%
Benefi cial owner
#
Interest of controlled corporation
Note 1: The 22,275,000 shares were held by Winsome Worldwide Limited which was wholly
owned by Ms. Siu Kwan. By virtue of the SFO, Ms. Siu Kwan was deemed to be interested in
22,275,000 shares.
Note 2: The 11,812,500 shares were held by Supreme Zone Investments Limited which was wholly
owned by Ms. Keung Kwai Yung. By virtue of the SFO, Ms. Keung Kwai Yung was deemed to
be interested in 11,812,500 shares.
All the interests disclosed above represent long position in the ordinary shares of the
Company.
Save as disclosed above, no other person had an interest or short position in the shares and
underlying shares as recorded in the register required to be kept by the Company pursuant
to Section 336 of the SFO.
Purchase, Sale or Redemption of Listed Securities of the Company
During the period, the Company neither purchased, sold nor redeemed any of its own listed
securities.
6 Earnest Investments Holdings Limited
MANAGEMENT DISCUSSION AND ANALYSIS
Corporate Governance
None of the directors of the Company is aware of any information that would reasonably
indicate that the Company is not or was not in compliance with the Code on Corporate
Governance Practices (the “Corporate Governance Code”) as set out in Appendix 14 of the
Listing Rules throughout the period.
Model Code
The Company has adopted the Model Code as the code of conduct regarding directors’
securities transactions. All directors confi rmed that they have complied with the required
standards as set out in the Model Code.
Audit Committee
The audit committee, with its terms of reference established in accordance with the
Corporate Governance Code, comprises three independent non-executive directors, Mr.
Benny LUI, Mr. Oliver Yeung Kam LAI, and Mr. CHAN Francis Ping Kuen. The committee had
reviewed the Company’s unaudited interim fi nancial statements for the six months ended
30 June 2007.
7
CONDENSED INTERIM FINANCIAL STATEMENTS
Interim Report 2007
CONDENSED INCOME STATEMENT
For the six months ended 30 June 2007
Six months
ended 30 June
2007 2006
(unaudited) (unaudited)
Notes HK$ HK$
Turnover 4 20,248,883 101,560
Cost of sales (4,205,100) (73,000)
16,043,783 28,560
Net unrealized holding gain/(loss) from
fi nancial assets at fair value
through profi t or loss 23,178,680 (1,539,045)
Administrative and other operating expenses (943,921) (1,404,321)
Profi t/(loss) before taxation 5 38,278,542 (2,914,806)
Income tax expense 6 (2,010,500) –
Profi t/(loss) for the period attributable
to equity holders of the Company 36,268,042 (2,914,806)
Earnings/(loss) per share
Basic 7 0.4478 (0.0542)
All of the Company's operations are classed as continuing.
The accompanying notes form part of this interim fi nancial report.
8 Earnest Investments Holdings Limited
CONDENSED INTERIM FINANCIAL STATEMENTS
CONDENSED BALANCE SHEET
As at 30 June 2007
30 June 31 December
2007 2006
(unaudited) (audited)
Notes HK$ HK$
Non-current assets
Available-for-sale fi nancial assets 14,500,000 14,500,000
14,500,000 14,500,000
Current assets
Financial assets at fair value through
profi t or loss 28,885,400 9,911,820
Prepayments, deposits and other
receivables 9,895,929 203,630
Bank and cash balances 16,518,716 7,046,738
55,300,045 17,162,188
Current liabilities
Accruals and other payables 2,052,536 182,721
Net current assets 53,247,509 16,979,467
Total assets less current liabilities 67,747,509 31,479,467
Capital and reserves attributable to equity
holders of the Company
Share capital 8 1,620,000 1,620,000
Reserves 66,127,509 29,859,467
TOTAL EQUITY 67,747,509 31,479,467
Net asset value per share 9 0.84 0.39
The accompanying notes form part of this interim fi nancial report.
9
CONDENSED INTERIM FINANCIAL STATEMENTS
Interim Report 2007
CONDENSED STATEMENT OF CHANGES IN EQUITY
For the six months ended 30 June 2007
Retained
profi ts/
Share Share Contributed (Accumulated
capital premium surplus losses) Total
HK$ HK$ HK$ HK$ HK$
At 1 January 2006 7,200,000 50,294,617 – (30,640,469) 26,854,148
Capital Reduction (7,020,000) – 7,020,000 – –
Share Premium Cancellation – (50,294,617) 50,294,617 – –
Credit Transfer – – (29,274,606) 29,274,606 –
Issue of open offer shares 1,440,000 5,760,000 – – 7,200,000
Loss for the period – – – (2,914,806) (2,914,806)
At 30 June 2006 1,620,000 5,760,000 28,040,011 (4,280,669) 31,139,342
At 1 January 2007 1,620,000 5,760,000 28,040,011 (3,940,544) 31,479,467
Profi t for the period – – – 36,268,042 36,268,042
At 30 June 2007 1,620,000 5,760,000 28,040,011 32,327,498 67,747,509
10 Earnest Investments Holdings Limited
CONDENSED INTERIM FINANCIAL STATEMENTS
CONDENSED CASH FLOW STATEMENT
For the six months ended 30 June 2007
Six months ended
30 June
2007 2006
(unaduited) (unaduited)
HK$ HK$
Net cash used in operating activities 9,471,978 (6,790,708)
Net cash from fi nancing activities – 7,200,000
Net increase in cash and cash equivalents 9,471,978 409,292
Cash and cash equivalents at 1 January 2007/2006 7,046,738 10,672,949
Cash and cash equivalents at 30 June 2007/2006 16,518,716 11,082,241
Analysis of the balances of cash and
cash equivalents
Bank and cash balances 16,518,716 11,082,241
11
NOTES TO CONDENSED FINANCIAL STATEMENTS
Interim Report 2007
1. CORPORATE INFORMATION
The Company was continued into Bermuda as an exempted company under the
laws of Bermuda. The registered offi ce of the Company is located at Canon’s Court, 22
Victoria Street, Hamilton HM 12, Bermuda. The address of its principal place of business
is Units 801-802, 8/F. Ginza Square, 565-567 Nathan Road, Kowloon, Hong Kong. The
Company’s shares are listed on the Main Board of the Stock Exchange.
The principal activity of the Company is investment in and trading of listed and
unlisted companies.
2. BASIS OF PREPARATION
The condensed interim fi nancial statements have been prepared in accordance with
the applicable disclosure requirements of Appendix 16 of the Rules Governing the
Listing of Securities on the Stock Exchange (the “Listing Rules”) and The Hong Kong
Accounting Standard (the “HKAS”) 34 “Interim Financial Reporting” issued by the Hong
Kong Institute of Certifi ed Public Accountants (the “HKICPA”).
3. PRINCIPAL ACCOUNTING POLICIES
The condensed interim fi nancial statements have been prepared under the historical
cost basis, as modifi ed by the revaluation of certain fi nancial assets at fair value
through profi t or loss.
The accounting policies adopted in the condensed interim fi nancial statements are
consistent with those followed in the preparation of the Company’s annual fi nancial
statements for the year ended 31 December 2006 except as described below.
In the current interim period, the Company has applied, for the fi rst time, the following
new standard, amendment and interpretations (the “new HKFRSs”) issued by the
HKICPA, which are effective for the Company’s fi nancial year beginning 1 January 2007.
12 Earnest Investments Holdings Limited
NOTES TO CONDENSED FINANCIAL STATEMENTS
HKAS 1 (Amendment) Capital Disclosures
1
HKFRS 7 Financial Instruments: Disclosures
1
HK(IFRIC)-Int 7 Applying the Restatement Approach under HKAS 29
Financial Reporting in Hyperinfl ationary Economies
2
HK(IFRIC)-Int 8 Scope of HKFRS 2
3
HK(IFRIC)-Int 9 Reassessment of Embedded Derivatives
4
HK(IFRIC)-Int 10 Interim Financial Reporting and Impairment
5
1
Effective for annual periods beginning on or after 1 January 2007
2
Effective for annual periods beginning on or after 1 March 2006
3
Effective for annual periods beginning on or after 1 May 2006
4
Effective for annual periods beginning on or after 1 June 2006
5
Effective for annual periods beginning on or after 1 November 2006
The adoption of these new HKFRSs had no material effect on the results of operations
and fi nancial position of the Company for the current or prior accounting periods.
Accordingly, no prior period adjustment has been recognised. The Company has not
early applied the following new standards or interpretations that have been issued but
are not yet effective.
HKAS 23 (Revised) Borrowing Costs
1
HKFRS 8 Operating Segments
1
HK(IFRIC) – Int 11 HKFRS 2: Group and Treasury Share Transactions
2
HK(IFRIC) – Int 12 Service Concession Arrangements
3
1
Effective for annual periods beginning on or after 1 January 2009
2
Effective for annual periods beginning on or after 1 March 2007
3
Effective for annual periods beginning on or after 1 January 2008
The Company is in the process of assessing the potential impact of these standards
or interpretations but not yet in a position to determine whether these standards
or interpretations will have a signifi cant impact on how its results of operations and
fi nancial position are prepared and presented. These standards or interpretations may
result in changes in the future as to how the results and fi nancial position are prepared
and presented.
13
NOTES TO CONDENSED FINANCIAL STATEMENTS
Interim Report 2007
4. TURNOVER AND REVENUE
Six months
ended 30 June
2007 2006
HK$ HK$
Turnover
Dividend income from trading securities
listed in Hong Kong 26,234 8,160
Bank Interest Income 88,839 –
Proceeds from sales of fi nancial assets
at fair value through profi t or loss 20,133,810 93,400
Total Revenue 20,248,883 101,560
No segment information is presented as all of the turnover and contribution to
operating results of the Company are attributed to investment activities which are
carried out or originated principally in Hong Kong.
5. PROFIT/(LOSS) BEFORE TAXATION
Profi t/(loss) before taxation is stated after charging:
Six months
ended 30 June
2007 2006
HK$ HK$
Investment management fee 180,000 180,000
Staff costs 172,800 172,800
14 Earnest Investments Holdings Limited
NOTES TO CONDENSED FINANCIAL STATEMENTS
6. INCOME TAX EXPENSE
Six months
ended 30 June
2007 2006
HK$ HK$
The charge comprises:
Current tax:
Hong Kong Profi ts Tax 2,010,500 –
2,010,500 –
Hong Kong Profi ts Tax is calculated at 17.5% on the estimated assessable profi ts.
No provision for deferred tax has been made as the Company did not have any
signifi cant unprovided deferred taxation as at 30 June 2007 and 31 December 2006.
7. EARNINGS/(LOSS) PER SHARE
The calculation of the basic earnings/(loss) per share attributable to equity holders
of the Company is based on the profi t for the period attributable to equity holders of
HK$36,268,042 (2006: loss HK$2,914,806) and on the 81,000,000 shares in issue (2006:
on the weighted average number of ordinary shares of 53,772,025 shares).
No diluted earnings per share is presented for the current and prior period as the
Company had no dilutive potential ordinary shares in issue.
15
NOTES TO CONDENSED FINANCIAL STATEMENTS
Interim Report 2007
8. SHARE CAPITAL
30 June 31 December
2007 2006
HK$ HK$
Authorised:
1,000,000,000 ordinary shares of HK$0.02 each 20,000,000 20,000,000
Issued and fully paid:
81,000,000 ordinary shares 1,620,000 1,620,000
The Company had adopted a share option scheme (the “Option Scheme”) on 26 May
2006 (the “Adoption Date”) which constitute a share option scheme governed by
Chapter 17 of the Listing Rules. The Option Scheme is valid and effective for a period of
10 years commencing on the Adoption Date and the purpose of the Option Scheme is
to provide the Company with a fl exible and effective means of incentivising, rewarding,
remunerating, compensating and/or providing benefi ts to participants.
During the period, no options was granted, exercised, cancelled or lapsed under the
Option Scheme and there was no outstanding option as at 30 June 2007. Save for the
Option Scheme of the Company, at no time during the period was the Company a
party to any arrangement to enable the directors or chief executive of the Company
or any of their associates to acquire benefi ts by means of acquisition of shares in, or
debentures of, the Company or any other body corporate.
16 Earnest Investments Holdings Limited
NOTES TO CONDENSED FINANCIAL STATEMENTS
9. NET ASSET VALUE PER SHARE
The calculation of the net asset value per share is based on the net assets as at 30 June
2007 of HK$67,747,509 (31 December 2006: HK$31,479,467) and on the number of
81,000,000 ordinary shares in issue (31 December 2006: 81,000,000 shares).
10. APPROVAL OF INTERIM FINANCIAL REPORT
The interim fi nancial report was approved by the Board on 14 September 2007.
By Order of the Board
Chan Chak Paul
Chairman
Hong Kong, 14 September 2007
