Stock Code: 0618
2007
I N T E R I M
R E P O R T
2007
S
p: 0618
( )I:Wm"!(Incorporated in Bermuda with limited liability)
INTERIM REPORT 2007EC-FOUNDER (HOLDINGS) COMPANY LIMITED
Content
Corporate Information 2
Management Discussion and Analysis 3-5
Condensed Consolidated Income Statement 6
Condensed Consolidated Balance Sheet 7
Condensed Consolidated Statement of Changes in Equity 8
Condensed Consolidated Cash Flow Statement 9
Notes to Condensed Consolidated Interim Financial Statements 10-17
Other Information 18-22
INTERIM REPORT 2007EC-FOUNDER (HOLDINGS) COMPANY LIMITED
Corporate Information
2
BOARD OF DIRECTORS
Executive directors
Mr Zhang Zhao Dong (Chairman)
Mr Chen Geng (President)
Mr Xia Yang Jun
Mr Xie Ke Hai
Mr Zheng Fu Shuang
Independent non-executive directors
Mr Li Fat Chung
Ms Wong Lam Kit Yee
Ms Cao Qian
COMMITTEES
Audit Committee
Mr Li Fat Chung (Chairman)
Ms Wong Lam Kit Yee
Ms Cao Qian
Remuneration Committee
Mr Chen Geng (Chairman)
Mr Li Fat Chung
Ms Wong Lam Kit Yee
COMPANY SECRETARY
Ms Tang Yuk Bo, Yvonne
QUALIFIED ACCOUNTANT
Mr Lau Fai Lawrence
AUTHORISED REPRESENTATIVES
Mr Zhang Zhao Dong
Mr Chen Geng
AUDITORS
Ernst & Young
Certified Public Accountants
LEGAL ADVISERS
Morrison & Foerster
PRINCIPAL BANKERS
Agricultural Bank of China
BNP Paribas Hong Kong Branch
China Merchants Bank
DBS Bank (Hong Kong) Limited
Hang Seng Bank Limited
REGISTERED OFFICE
Canon’s Court
22 Victoria Street
Hamilton HM12
Bermuda
HEAD OFFICE AND PRINCIPAL
PLACE OF BUSINESS
Unit 1408, 14th Floor
Cable TV Tower
9 Hoi Shing Road
Tsuen Wan
New Territories
Hong Kong
SHARE REGISTRARS AND
TRANSFER OFFICE
Principal registrars
Butterfield Fund Services (Bermuda) Limited
Rosebank Centre
11 Bermudiana Road
Pembroke HM08
Bermuda
Hong Kong branch share registrars and
transfer office
Tricor Tengis Limited
26th Floor, Tesbury Centre
28 Queen’s Road East
Hong Kong
LISTING INFORMATION
Main board of ecfounder.com.hk
www.irasia.com/listco/hk/ecfounder/index.htm
INTERIM REPORT 2007EC-FOUNDER (HOLDINGS) COMPANY LIMITED
Management Discussion and Analysis
The board of directors (the “Board”) of EC-Founder (Holdings) Company Limited (the “Company”) is pleased to
present the unaudited condensed consolidated interim financial statements of the Company and its subsidiaries
(collectively the “Group”) for the six months ended 30 June 2007, together with the comparative figures for
the corresponding period in 2006. These condensed consolidated interim financial statements have not been
audited, but have been reviewed by the Company’s audit committee.
Overall Performance
The Group achieved satisfactory results for the six months ended 30 June 2007. Turnover has increased by
6.9% to approximately HK$1,237.4 million (Six months ended 30 June 2006: HK$1,157.2 million) and gross
profit has increased by 15.6% to HK$65.0 million (Six months ended 30 June 2006: HK$56.2 million). Gross
profit ratio has increased to 5.25% compared with 4.86% for the six months ended 30 June 2006.
Despite having recorded a moderate growth in turnover, total administrative expenses and selling and distribution
costs have recorded a 22.6% increase compared with the six months ended 30 June 2006.
The Group’s unaudited consolidated profit attributable to equity holders for the period was HK$10.4 million (Six
months ended 30 June 2006: HK$11.0 million).
The Group’s unaudited consolidated profit attributable to equity holders for the period was mainly the net result
of:
a. an improvement in segment results of the distribution of information products business by 36.9% to
HK$12.0 million (Six months ended 30 June 2006: HK$8.8 million);
b. an increase in net corporate expenses by 19.0% to HK$3.0 million (Six months ended 30 June 2006:
HK$2.5 million); and
c. a decrease in the share of profits of associates by 55.9% to HK$2.5 million (Six months ended 30 June
2006: HK$5.7 million).
Basic earnings per share attributable to equity holders for the period was HK0.94 cents (Six months ended
30 June 2006: HK1.00 cents).
Operating Review and Prospects
The Group’s principal operating activity during the period is the distribution of information products business
(“Distribution Business”). The Distribution Business recorded a turnover of HK$1,237.4 million for the period
which was 6.9% higher than that for the six months ended 30 June 2006 and segment results also increased
by 36.9% to HK$12.0 million for the current period (Six months ended 30 June 2006: HK$8.8 million). Gross
profit for the Distribution Business has recorded an increase of 15.6% to HK$65.0 million (Six months ended
30 June 2006: HK$56.2 million) while gross profit ratio has improved to 5.25% comparing to 4.86% for the
six months ended 30 June 2006.
INTERIM REPORT 2007EC-FOUNDER (HOLDINGS) COMPANY LIMITED
Management Discussion and Analysis
The Distribution Business is mainly focused on the distribution of information products such as software, printers,
networking products, servers, storage devices, workstations, notebook computers and screen projectors of
a number of internationally famed and branded information products manufacturers such as HP, H3C, Apple,
Netgear, CommScope, Barco, Epson and Miscrosoft.
The significant improvement in segment results was due to:
a. improvement in gross profit ratio for a wide range of products as a result of the Group’s more stringent
policy in selecting customers;
b. continued effort to control the operating costs for the Distribution Business; and
c. development of closer working relationship with the vendors and the introduction of more high margin
products.
In 2007, the Distribution Business was awarded by HP for its excellent sales performance in 2006 in the PRC.
In June 2007, the Distribution Business was ranked the 4th place (2006: 4th) by Computer Partner World
(e ) among the top 150 information products distributors in the PRC’s information products distribution
business for its outstanding profitability, distribution channel efficiency, service level, credibility and growth
potential.
With the continuous improvement in operating efficiency, the segment result to turnover ratio has improved to
1.0% for the current interim period from 0.8% for the six months ended 30 June 2006. In light of the rapidly
booming PRC economy, the Group believes that an effective risk control system is required in order to maintain
its profitability and operating efficiency. In light of the business expansion for the Distribution Business, the strict
financial control system has protected the Distribution Business from any material doubtful trade debts. The
amount of impairment of trade receivables for the current interim period is merely HK$1.5 million (Six months
ended 30 June 2006: HK$5.2 million). The Group’s trade and bills receivable and inventory turnover periods
have improved from the six months ended 30 June 2006’s 47.3 days and 22.9 days to the current interim
period’s 46.4 days and 19.6 days respectively. The working capital ratio for the Group stood at 1.32 as at 30
June 2007 (31 December 2006: 1.30) while the total liabilities to equity ratio also decreased to 2.63 as at
30 June 2007 (31 December 2006: 2.80).
The Distribution Business has been able to maintain its growth and outperformed the general business activities
and economic situations in the PRC during the period under review by leveraging on its extensive distribution
channel and long-developed partnership with the major information products manufacturers. To fuel for future
growth, the Distribution Business is dedicated to broaden its products range and improve its product mix in
order to bring in more value to its shareholders. It is expected that the Group will benefit from the opportunities
offered by the thriving PRC economy and strong demand for information products.
With the Group’s determination to further strengthen its position in the PRC’s information products distribution
business, the Group will continue to look for alliance with other international information products suppliers and
investment opportunities. The Board and the management team are dedicated towards the aims to reward
shareholders with strong financial results and promising outlook.
INTERIM REPORT 2007EC-FOUNDER (HOLDINGS) COMPANY LIMITED
Management Discussion and Analysis
Financial Review
Liquidity, financial resources and capital commitments
At 30 June 2007, the Group recorded total assets of approximately HK$918.9 million (31 December 2006:
HK$900.0 million) which were financed by liabilities of approximately HK$665.7 million (31 December 2006:
HK$663.2 million) and equity of approximately HK$253.2 million (31 December 2006: HK$236.8 million).
The Group’s net asset value as at 30 June 2007 was approximately HK$253.2 million (31 December 2006:
HK$236.8 million).
The Group had total cash and bank balance of approximately HK$288.1 million as at 30 June 2007
(31 December 2006: HK$356.9 million). The Group had bank and other borrowings as at 30 June 2007 of
HK$89.8 million (31 December 2006: HK$40.4 million), of which approximately HK$89.5 million (31 December
2006: HK$40.0 million) was repayable within one year and approximately HK$0.3 million (31 December
2006: HK$0.4 million) was repayable within two to five years. Hence the Group recorded a net cash balance
of approximately HK$198.3 million as at 30 June 2007 (31 December 2006: HK$316.5 million). As at 30
June 2007, the Group’s current ratio was 1.32 (31 December 2006: 1.30).
At 30 June 2007 and 31 December 2006, the Group did not have any material capital expenditure
commitments.
Treasury policies
The Group adopts conservative treasury policies and controls tightly over its cash and risk management. The
Group’s cash and cash equivalents are held mainly in Hong Kong dollars, Renminbi and United States dollars.
Surplus cash is generally placed in short-term deposits denominated in Hong Kong dollars, Renminbi and United
States dollars.
Exposure to fluctuations in exchange rates and related hedges
Most of the Group’s payables are denominated in Hong Kong dollars, Renminbi and United States dollars and
the turnover of the Group are mainly denominated in Renminbi and United States dollars. As the exchange
rates of Renminbi and United States dollars against Hong Kong dollars were relatively stable during the period
under review, the Group’s exposure to fluctuations in exchange rates is considered minimal and no financial
instruments have been used for hedging purposes.
Charges on assets
As at 30 June 2007, bank deposits of approximately HK$107.7 million were pledged to banks to secure
general banking facilities granted.
Contingent liabilities
The Group did not have any significant contingent liabilities as at 30 June 2007 (31 December 2006: Nil).
Employee and remuneration policies
As at 30 June 2007, the Group had 538 employees (31 December 2006: 526). These employees almost all
work in the Mainland China. The Company has also established share option schemes and share options are
granted at the directors’ discretion to motivate and reward the employees with outstanding performance. The
Company had not granted any share options during the current period.
INTERIM REPORT 2007EC-FOUNDER (HOLDINGS) COMPANY LIMITED
Condensed Consolidated Income Statement
For the six months ended 30 June 2007
For the six months
ended 30 June
2007 2006
(Unaudited) (Unaudited)
Notes HK$’000 HK$’000
REVENUE 2 1,237,417 1,157,194
Costofsales (1,172,438 ) (1,100,979)
Grossprofit 64,979 56,215
Otherincome 3 2,531 1,284
Sellinganddistributioncosts (27,044 ) (26,694)
Administrativeexpenses (28,143 ) (18,302)
Otherexpenses,net (1,537 ) (5,218)
Financecosts 4 (2,018 ) (1,075)
Shareofprofitsandlossesofassociates 2,529 5,739
PROFITBEFORETAX 5 11,297 11,949
Tax 6 (911 ) (978)
PROFITFORTHEPERIODATTRIBUTABLETO
EQUITYHOLDERSOFTHEPARENT 10,386 10,971
EARNINGSPERSHAREATTRIBUTABLETO
ORDINARYEQUITYHOLDERSOFTHEPARENT
–Basic 7 0.94 cents 1.00cents
–Diluted 7 0.94 cents N/A
INTERIM REPORT 2007EC-FOUNDER (HOLDINGS) COMPANY LIMITED
Condensed Consolidated Balance Sheet
30 June 2007
7
30 June 31December
2007 2006
(Unaudited) (Audited)
Notes HK$’000 HK$’000
NON-CURRENTASSETS
Property,plantandequipment 7,069 7,640
Goodwill 2,892 2,892
Interestsinassociates 33,219 30,690
Totalnon-currentassets 43,180 41,222
CURRENTASSETS
Inventories 130,781 120,929
Tradeandbillsreceivables 9 352,993 276,747
Prepayments,depositsandotherreceivables 103,824 104,128
Pledgeddeposits 107,724 88,523
Cashandcashequivalents 180,418 268,410
Totalcurrentassets 875,740 858,737
CURRENTLIABILITIES
Tradeandbillspayables 10 485,322 506,323
Otherpayablesandaccruals 89,756 116,198
Interest-bearingbankandotherborrowings 89,491 40,004
Taxpayable 776 268
Totalcurrentliabilities 665,345 662,793
NETCURRENTASSETS 210,395 195,944
TOTALASSETSLESSCURRENTLIABILITIES 253,575 237,166
NON-CURRENTLIABILITIES
Financeleasepayables 309 386
Netassets 253,266 236,780
EQUITY
Issuedcapital 110,056 110,056
Reserves 143,210 126,724
Totalequity 253,266 236,780
INTERIM REPORT 2007EC-FOUNDER (HOLDINGS) COMPANY LIMITED
Condensed Consolidated Statement of Changes in Equity
For the six months ended 30 June 2007
Retained
Issued Share Exchange profits/
share premium Contributed fluctuation General (accumulated Total
capital account surplus reserve reserve losses) equity
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
At1January2007 110,056 154,699 520,156 9,870 4,558 (562,559 ) 236,780
Exchangerealignment – – – 6,100 – – 6,100
Totalincomefortheperiod
recogniseddirectlyinequity – – – 6,100 – – 6,100
Profitfortheperiod – – – – – 10,386 10,386
Totalincomefortheperiod – – – 6,100 – 10,386 16,486
At30June2007 110,056 154,699 520,156 15,970 4,558 (552,173 ) 253,266
At1January2006 110,056 154,699 520,156 2,870 2,867 (575,800) 214,848
Exchangerealignment – – – 2,018 – – 2,018
Totalincomefortheperiod
recogniseddirectlyinequity – – – 2,018 – – 2,018
Profitfortheperiod – – – – – 10,971 10,971
Totalincomefortheperiod – – – 2,018 – 10,971 12,989
At30June2006 110,056 154,699 520,156 4,888 2,867 (564,829) 227,837
INTERIM REPORT 2007EC-FOUNDER (HOLDINGS) COMPANY LIMITED
Condensed Consolidated Cash Flow Statement
For the six months ended 30 June 2007
For the six months
ended 30 June
2007 2006
(Unaudited) (Unaudited)
HK$’000 HK$’000
NETCASHOUTFLOWFROMOPERATINGACTIVITIES (120,342 ) (81,423)
NETCASHINFLOW/(OUTFLOW)FROMINVESTINGACTIVITIES 80,032 (25,964)
NETCASHINFLOWFROMFINANCINGACTIVITIES 48,210 –
NETINCREASE/(DECREASE)INCASHANDCASHEQUIVALENTS 7,900 (107,387)
Cashandcashequivalentsatbeginningofperiod 168,710 253,839
Effectofforeignexchangeratechanges,net 3,808 3,215
CASHANDCASHEQUIVALENTSATENDOFPERIOD 180,418 149,667
ANALYSISOFBALANCESOFCASHANDCASHEQUIVALENTS
Cashandbankbalances 180,418 143,453
Non-pledgedtimedepositswithoriginalmaturityoflessthan
threemonthswhenacquired – 6,214
180,418 149,667
INTERIM REPORT 2007EC-FOUNDER (HOLDINGS) COMPANY LIMITED
Notes to Condensed Consolidated Interim Financial Statements
10
1. Accounting Policies
The unaudited condensed consolidated interim financial statements are prepared in accordance with Hong
Kong Accounting Standard (“HKAS”) 34 “Interim Financial Reporting”. The accounting policies and basis
of preparation adopted in the preparation of the interim financial statements are the same as those
used in the annual financial statements for the year ended 31 December 2006, except in relation to
the following new and revised Hong Kong Financial Reporting Standards (“HKFRSs”, which also include
HKASs and Interpretations) that affect the Group and are adopted for the first time for the current
period’s financial statements:
HKAS 1 Amendment Capital Disclosures
HKFRS 7 Financial Instruments: Disclosures
HK(IFRIC)-Int 7 Applying the Restatement Approach under HKAS 29
Financial Reporting in Hyperinflationary Economies
HK(IFRIC)-Int 8 Scope of HKFRS 2
HK(IFRIC)-Int 9 Reassessment of Embedded Derivatives
HK(IFRIC)-Int 10 Interim Financial Reporting and Impairment
The adoption of the new and revised HKFRSs has had no material impact on the accounting policies
of the Group and the method of computation in the Group’s condensed consolidated interim financial
statements.
INTERIM REPORT 2007EC-FOUNDER (HOLDINGS) COMPANY LIMITED
Notes to Condensed Consolidated Interim Financial Statements
11
2. Segment Information
The Group’s operating businesses are structured and managed separately according to the nature of
their operations and the products and services they provide. Each of the Group’s business segments
represents a strategic business unit that offers products and services which are subject to risks and
returns that are different from those of the other business segments.
The following table presents revenue and results for the Group’s primary segments for the six months
ended 30 June 2007 and 2006.
Distribution of
information products Corporate and others Consolidated
2007 2006 2007 2006 2007 2006
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Segment revenue:
Sales to customers 1,237,417 1,157,194 – – 1,237,417 1,157,194
Segment results 12,035 8,788 (2,976 ) (2,501 ) 9,059 6,287
Interest income 1,727 998
Finance costs (2,018 ) (1,075 )
Share of profits and
losses of associates 2,529 5,739
Profit before tax 11,297 11,949
Tax (911 ) (978 )
Profit for the period 10,386 10,971
INTERIM REPORT 2007EC-FOUNDER (HOLDINGS) COMPANY LIMITED
Notes to Condensed Consolidated Interim Financial Statements
12
3. Other Income
For the six months
ended 30 June
2007 2006
(Unaudited) (Unaudited)
HK$’000 HK$’000
Bank interest income 1,727 998
Government grants 523 65
Others 281 221
2,531 1,284
4. Finance Costs
For the six months
ended 30 June
2007 2006
(Unaudited) (Unaudited)
HK$’000 HK$’000
Interest on bank loans 1,990 1,039
Interest on finance lease 28 36
2,018 1,075
5. Profit Before Tax
The Group’s profit before tax is arrived at after charging/(crediting):
For the six months
ended 30 June
2007 2006
(Unaudited) (Unaudited)
HK$’000 HK$’000
Depreciation 1,236 1,022
Impairment of trade receivables 1,537 5,218
Reversal of provision and write-back of obsolete inventories (25 ) (38 )
INTERIM REPORT 2007EC-FOUNDER (HOLDINGS) COMPANY LIMITED
Notes to Condensed Consolidated Interim Financial Statements
13
6. Tax
For the six months
ended 30 June
2007 2006
(Unaudited) (Unaudited)
HK$’000 HK$’000
Current – Hong Kong – 8
Current – Elsewhere 911 970
Total tax charge for the period 911 978
No provision for Hong Kong profits tax has been made as the relevant Hong Kong subsidiaries did not
generate any assessable profits arising in Hong Kong during the period. Hong Kong profits tax had been
provided at a rate of 17.5% on the estimated assessable profits arising in Hong Kong during prior
period.
The corporate income tax provision in the People’s Republic of China (the “PRC”) in respect of operations
in the PRC is calculated at the applicable tax rates on the estimated assessable profits for the period
based on existing legislation, interpretations and practices in respect thereof.
Beijing Founder Century Information System Co., Ltd. (“PRC Century”), a wholly-owned PRC subsidiary of
the Group, is exempted from PRC corporate income tax for the three fiscal years which commenced in
2002 and ended on 31 December 2004 and, thereafter, is taxed at 50% of its standard tax rate in the
fourth to sixth years, inclusive. At present, the standard tax rate applicable to PRC Century is 15%.
On 16 March 2007, the National People’s Congress approved the PRC Corporate Income Tax Law
(the “New Corporate Income Tax Law”), which will become effective on 1 January 2008. The New
Corporate Income Tax Law introduces a wide range of changes which include, but are not limited to, the
unification of the income tax rate for domestic-invested and foreign-invested enterprises at 25%. Detailed
implementation and administrative requirements relating to the New Corporate Income Tax Law have
not yet been announced. These detailed requirements include regulations concerning the computation
of taxable income, as well as specific preferential tax treatments and their transitional provisions. The
Group will further evaluate the impact of the New Corporate Income Tax Law on its operating results
and financial position of future periods as more detailed requirements are issued.
The share of tax attributable to associates amounting to approximately HK$975,000 (2006: HK$683,000)
is included in “Share of profits and losses of associates” on the face of the condensed consolidated
income statement.
INTERIM REPORT 2007EC-FOUNDER (HOLDINGS) COMPANY LIMITED
Notes to Condensed Consolidated Interim Financial Statements
14
7. Earnings Per Share Attributable to Ordinary Equity Holders of the
Parent
The calculation of basic earnings per share amounts is based on the unaudited profit for the period
attributable to ordinary equity holders of the parent of approximately HK$10,386,000 (2006:
HK$10,971,000), and the weighted average number of 1,100,562,040 (2006: 1,100,562,040)
ordinary shares in issue during the period.
The calculation of diluted earnings per share amounts for the six months ended 30 June 2007 is
based on the unaudited profit for the period attributable to ordinary equity holders of the parent of
approximately HK$10,386,000 and 1,108,315,580 ordinary shares, which was the weighted average
of 1,100,562,040 ordinary shares in issue during the period and the weighted average of 7,753,540
ordinary shares deemed to have been issued at no consideration on the deemed exercise of all the
outstanding share options during the period.
Diluted earnings per share amounts for the six months ended 30 June 2006 have not been disclosed
as the impact of the outstanding share options did not have a dilutive effect.
8. Interim Dividend
The Board does not recommend the payment of any interim dividend for the six months ended 30 June
2007 (2006: Nil).
9. Trade and Bills Receivables
The Group’s trading terms with its customers are mainly on credit, except for new customers, where
payment in advance is normally required. Trade and bills receivables are settled in accordance with
the terms of the respective contracts. Each customer has a maximum credit limit. The Group seeks
to maintain strict control over its outstanding receivables. Overdue balances are reviewed regularly by
senior management. In view of the aforementioned and the fact that the Group’s trade receivables relate
to a large number of diversified customers, there is no significant concentration of credit risk. Trade
receivables are non-interest-bearing.
INTERIM REPORT 2007EC-FOUNDER (HOLDINGS) COMPANY LIMITED
Notes to Condensed Consolidated Interim Financial Statements
15
9. Trade and Bills Receivables (Continued)
An aged analysis of the trade and bills receivables, net of provisions, as at the balance sheet date is
as follows:
30 June 31 December
2007 2006
(Unaudited) (Audited)
HK$’000 HK$’000
Within 6 months 335,028 259,939
7 – 12 months 13,991 9,862
13 – 24 months 3,974 3,838
Over 24 months – 3,108
352,993 276,747
Included in the Group’s trade and bills receivables are amounts due from subsidiaries and associate of
the substantial shareholders of approximately HK$17,507,000 (2006: HK$14,371,000), which are
repayable on similar credit terms to those offered to the major customers of the Group.
10. Trade and Bills Payables
An aged analysis of trade and bills payables as at the balance sheet date is as follows:
30 June 31 December
2007 2006
(Unaudited) (Audited)
HK$’000 HK$’000
Within 6 months 482,044 496,067
Over 6 months 3,278 10,256
485,322 506,323
INTERIM REPORT 2007EC-FOUNDER (HOLDINGS) COMPANY LIMITED
Notes to Condensed Consolidated Interim Financial Statements
16
11. Related Party Transactions
(I) Transactionswithrelatedparties
(a) On 10 January 2006, the Group entered into lease agreement with 北大方正集團有限公司
(Peking University Founder Group Company Limited) (“Peking Founder”), a substantial
shareholder of the Company, to lease from Peking Founder office premise in Beijing, the
PRC, effective from 1 January 2006 to 31 December 2008. During the period, rental and
management fee expenses of approximately HK$1,220,000 (six months ended 30 June
2006: HK$865,000) were paid by the Group to Peking Founder. The directors considered
that the rental and management fee expenses were paid in accordance with the terms of
the lease agreement.
(b) On 5 January 2006, the Group entered into a master agreement with Peking Founder to
govern the sale of information products to Peking Founder and its subsidiaries (collectively
“Peking Founder Group”) for a term of three years from 1 January 2006 to 31 December
2008. During the period, products of approximately HK$7,380,000 (six months ended
30 June 2006: HK$360,000) were sold to Peking Founder Group. The sales of products
were made according to published prices and conditions similar to those offered to other
customers of the Group.
(c) On 5 January 2006, the Group entered into a master agreement with Founder Holdings
Limited (“FHL”), a substantial shareholder of the Company, to govern the sale of information
products to FHL and its subsidiaries (collectively “Founder Group”) for a term of three years
from 1 January 2006 to 31 December 2008. On 15 November 2006, the Company entered
into the supplemental agreement with FHL to amend the cap amounts. The supplemental
agreement is superseded by the revised supplemental agreement which was entered into
between the Company and FHL on 5 December 2006. During the period, products of
approximately HK$32,949,000 (six months ended 30 June 2006: HK$39,106,000) were
sold to Founder Group. The sales of products were made according to published prices and
conditions similar to those offered to other customers of the Group.
(d) As at 30 June 2007, Peking Founder guaranteed banking facilities given by the PRC banks
to the Group of approximately HK$400,530,000 (30 June 2006: HK$356,843,000)
which were utilised to the extent of approximately HK$379,990,000 (30 June 2006:
HK$312,489,000).
(e) As at 30 June 2007, Peking Founder guaranteed bank loan given by a PRC bank to the
Group of approximately HK$89,349,000 (30 June 2006: HK$38,840,000).
INTERIM REPORT 2007EC-FOUNDER (HOLDINGS) COMPANY LIMITED
Notes to Condensed Consolidated Interim Financial Statements
17
11. Related Party Transactions (Continued)
(II) Outstandingbalanceswithrelatedparties
(a) The balance due to Peking Founder included in other payables and accruals as at 31
December 2006 was approximately HK$101,000. The balance was unsecured, interest-
free and had no fixed terms of repayment.
(b) Details of the Group’s trade receivables balances with its related companies as at the
balance sheet date are included in note 9 to the condensed consolidated interim financial
statements.
(III) CompensationofkeymanagementpersonneloftheGroup
For the six months
ended 30 June
2007 2006
(Unaudited) (Unaudited)
HK$’000 HK$’000
Short term employee benefits 680 430
Post-employment benefits 6 3
Total compensation paid to key management personnel 686 433
12. Contingent Liabilities
The Group did not have any significant contingent liabilities as at 30 June 2007 (31 December 2006:
Nil).
18
INTERIM REPORT 2007EC-FOUNDER (HOLDINGS) COMPANY LIMITED
Other Information
Directors’ Interests and Short Positions in Shares and Underlying Shares
At 30 June 2007, the interests and short positions of the directors in the share capital and underlying shares
of the Company or its associated corporations (within the meaning of Part XV of the Securities and Futures
Ordinance (the “SFO”)), as recorded in the register required to be kept by the Company pursuant to Section
352 of the SFO, or as otherwise notified to the Company and 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:
Long positions in ordinary shares of the Company:
Number of ordinary
Percentage
shares held, capacity and nature of interest
of the
Directly Through Company’s
beneficially controlled issued
Name of director owned corporation Total share capital
Mr Zhang Zhao Dong 3,956,000 – 3,956,000 0.36
Mr Zheng Fu Shuang (Note) – 231,039,000 231,039,000 20.99
Note: Mr Zheng Fu Shuang is interested in these shares through Shining Wisdom Group Limited (“Shining Wisdom”), a
company which is beneficially owned by Mr Zheng Fu Shuang.
The interests of the directors in the share options of the Company are separately disclosed under the section
“Share option schemes” below.
Save as disclosed above, as at 30 June 2007, none of the directors had registered an interest or short position
in the shares or underlying shares of the Company or any of its associated corporations that was required
to be recorded pursuant to Section 352 of the SFO, or as otherwise notified to the Company and the Stock
Exchange pursuant to the Model Code.
Directors’ Rights to Acquire Shares
Save as disclosed under the section “Directors’ interests and short positions in shares and underlying shares”
above and the section “Share option schemes” below, at no time during the period were rights to acquire
benefits by means of the acquisition of shares in the Company granted to any director or their respective spouse
or minor children, or were any such rights exercised by them; or was the Company, its holding company or
any of its subsidiaries a party to any arrangement to enable the directors to acquire such rights in any other
body corporate.
19
INTERIM REPORT 2007EC-FOUNDER (HOLDINGS) COMPANY LIMITED
Other Information
Share Option Schemes
On 24 May 2002, the Company adopted a share option scheme (the “2002 Scheme”) in compliance with
Chapter 17 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the
“Listing Rules”).
The share option scheme adopted by the Company on 7 May 2001 (the “2001 Scheme”) was terminated on
24 May 2002, however, the options granted under the 2001 Scheme remain in full force and effect.
The following share options were outstanding under the 2001 Scheme and the 2002 Scheme at 1 January
2007 and at the end of the period:
Number of
share options
outstanding as Date of Exercise Exercise
Name or category at 1 January 2007 grant of period of price of
of participant and 30 June 2007 share options share options share options
HK$
per share
2001 Scheme
Other employees
In aggregate 4,300,000 18.5.2001 18.5.2001 to 0.450
17.5.2011
2002 Scheme
Directors
Mr Zhang Zhao Dong 8,000,000 6.2.2004 7.2.2004 to 0.381
5.2.2014
Other employees of substantial shareholder
In aggregate 5,500,000 2.1.2004 3.1.2004 to 0.340
31.12.2013
Other employees of the Group
In aggregate 16,000,000 6.2.2004 7.2.2004 to 0.381
5.2.2014
In aggregate 10,500,000 2.1.2004 3.1.2004 to 0.340
31.12.2013
Total under the
2002 Scheme 40,000,000
Notes to the reconciliation of share options outstanding during the period:
The vesting period of the share options is from the date of the grant until the commencement of the
exercise period.
The exercise price of the share options is subject to adjustment in the case of rights or bonus issues,
or other similar changes in the Company’s share capital.
20
INTERIM REPORT 2007EC-FOUNDER (HOLDINGS) COMPANY LIMITED
Other Information
Substantial Shareholders’ and Other Persons’ Interests in Shares
At 30 June 2007, the following interests of 5% or more of the issued share capital of the Company were
recorded in the register of interests required to be kept by the Company pursuant to Section 336 of the
SFO:
Long positions:
Percentage
of the
Number of Company’s
Capacity and ordinary issued
Name Notes nature of interest shares held share capital
北京北大資產經營有限公司 1 Through a controlled 363,265,000 33.00
(Peking University Asset corporation
Management Company Limited)
北大方正集團有限公司 2 Through a controlled 363,265,000 33.00
(Peking University Founder Group corporation
Company Limited) (“Peking Founder”)
Founder Holdings Limited (“FHL”) Directly beneficially owned 363,265,000 33.00
Shining Wisdom 3 Directly beneficially owned 231,039,000 20.99
Peking University Education Foundation Directly beneficially owned 93,240,000 8.47
Peking University Education Foundation Beneficiary of a trust 2,330,000 0.21
Mr. Yung Chih Shin, Richard 4 Through a controlled 76,426,000 6.94
corporation
Ricwinco Investment Limited (“Ricwinco”) 4 Directly beneficially owned 76,426,000 6.94
Ms Li Yong Hui 5 As trustee 60,671,600 5.51
Ms Ying Yu Ling 5 As trustee 60,671,600 5.51
F2 Consultant Limited 5 Owned as nominee 60,671,600 5.51
HSBC International Trustee Limited 6 Through a controlled 60,500,000 5.50
corporation
Sun Hung Kai Properties Limited 6 Through a controlled 60,500,000 5.50
corporation
Sunco Resources Limited 6 Through a controlled 60,500,000 5.50
corporation
SUNeVision Holdings Ltd. 6 Through a controlled 60,500,000 5.50
corporation
Hugh Profit Investments Ltd. 6 Through a controlled 60,500,000 5.50
corporation
Well Drive Holdings Limited Directly beneficially owned 60,500,000 5.50
21
INTERIM REPORT 2007EC-FOUNDER (HOLDINGS) COMPANY LIMITED
Other Information
Substantial Shareholders’ and Other Persons’ Interests in Shares (Continued)
Notes:
1. Peking University Asset Management Company Limited is deemed to be interested in the 363,265,000 shares of the
Company under the SFO by virtue of its interest in Peking Founder.
2. Peking Founder is deemed to be interested in 363,265,000 shares of the Company under the SFO by virtue of its
interest in FHL.
3. Mr Zheng Fu Shuang is interested in these shares through Shining Wisdom.
4. Mr Yung Chih Shin, Richard is interested in these shares through Ricwinco.
5. F2 Consultant Limited holds the shares of the Company as nominee on behalf of the directors of Founder Data
Corporation International Limited (“FDC”) who are acting in their capacity as the trustees of a discretionary trust for
the employees of FDC and its subsidiaries. Ms Li Yong Hui and Ms Ying Yu Ling are the directors of FDC.
6. Each of HSBC International Trustee Limited, Sun Hung Kai Properties Limited, Sunco Resources Limited, SUNeVision
Holdings Ltd. and Hugh Profit Investments Ltd. is deemed to be interested in 60,500,000 shares of the Company
under the SFO by virtue of its, direct or indirect, interest in Well Drive Holdings Limited.
Save as disclosed above, as at 30 June 2007, no person, other than the directors of the Company, whose
interests are set out in the section “Directors’ interests and short positions in shares and underlying shares”
above, had registered an interest or short position in the shares or underlying shares of the Company that
was required to be recorded pursuant to Section 336 of the SFO.
Purchase, Redemption or Sale of Listed Securities of the Company
Neither the Company, nor any of its subsidiaries purchased, redeemed or sold any of the Company’s listed
securities during the period.
Compliance with the Code on Corporate Governance Practices
The Company has complied with all the code provisions of the Code on Corporate Governance Practices as set
out in Appendix 14 to the Listing Rules throughout the accounting period covered by the interim report.
Model Code for Securities Transactions
The Company has adopted the Model Code as set out in Appendix 10 to the Listing Rules. Having made specific
enquiry of the Company’s directors, all the directors confirmed that they have complied with the required
standard as set out in the Model Code throughout the accounting period covered by the interim report.
22
INTERIM REPORT 2007EC-FOUNDER (HOLDINGS) COMPANY LIMITED
Other Information
Audit Committee
The Company has an audit committee which was established in compliance with Rule 3.21 of the Listing Rules
for the purpose of reviewing and providing supervision over the Group’s financial reporting process and internal
controls. The audit committee comprises the three independent non-executive directors of the Company. These
unaudited condensed consolidated interim financial statements for the six months ended 30 June 2007 of the
Group now reported have been reviewed by the audit committee.
By Order of the Board
EC-FOUNDER (HOLDINGS) COMPANY LIMITED
Zhang Zhao Dong
Chairman
Hong Kong
21 September 2007
INTERIM REPORT 2007 |
