— 1 —
(Incorporated in Bermuda with limited liability)
(Stock code: 0618)
Websites: www.ecfounder.com.hk www.irasia.com/listco/hk/ecfounder
FINAL RESULTS ANNOUNCEMENT
FOR THE YEAR ENDED 31 DECEMBER 2006
The Board of Directors (the “Board”) of EC-Founder (Holdings) Company Limited (the “Company”) is
pleased to announce the consolidated results and financial position of the Company and its subsidiaries
(collectively the “Group”) for the year ended 31 December 2006 together with the comparative figures.
The consolidated financial statements have been reviewed by the audit committee of the Company.
CONSOLIDATED INCOME STATEMENT
For the year ended 31 December 2006
2006 2005
Notes HK$’000 HK$’000
REVENUE 2 2,314,811 1,900,652
Cost of sales (2,191,280) (1,806,164)
Gross profit 123,531 94,488
Other income and gains 4,088 1,802
Selling and distribution costs (62,496) (41,348)
Administrative expenses (46,473) (34,922)
Other expenses, net (8,520) (2,438)
Finance costs 3 (2,615) (814)
Share of profits and losses of associates 8,945 11,621
PROFIT BEFORE TAX 4 16,460 28,389
Tax 5 (1,528) (1,833)
PROFIT FOR THE YEAR ATTRIBUTABLE
TO EQUITY HOLDERS OF THE PARENT 14,932 26,556
EARNINGS PER SHARE ATTRIBUTABLE
TO ORDINARY EQUITY HOLDERS OF
THE PARENT – BASIC 6 1.4 cents 2.4 cents
— 2 —
CONSOLIDATED BALANCE SHEET
31 December 2006
2006 2005
Notes HK$’000 HK$’000
NON-CURRENT ASSETS
Property, plant and equipment 7,640 5,918
Goodwill 2,892 2,892
Interests in associates 30,690 30,921
Total non-current assets 41,222 39,731
CURRENT ASSETS
Inventories 120,929 129,199
Trade and bills receivables 7 276,747 255,159
Prepayments, deposits and other receivables 104,128 75,308
Pledged deposits 88,523 38,903
Cash and cash equivalents 268,410 253,839
Total current assets 858,737 752,408
CURRENT LIABILITIES
Trade and bills payables 8 506,323 406,907
Other payables and accruals 116,198 130,976
Interest-bearing bank and other borrowings 40,004 38,400
Tax payable 268 1,008
Total current liabilities 662,793 577,291
NET CURRENT ASSETS 195,944 175,117
TOTAL ASSETS LESS CURRENT LIABILITIES 237,166 214,848
NON-CURRENT LIABILITIES
Finance lease payable 386 —
Net assets 236,780 214,848
EQUITY
Issued capital 110,056 110,056
Reserves 126,724 104,792
Total equity 236,780 214,848
— 3 —
Notes:
1.1 BASIS OF PREPARATION
The consolidated financial statements have been prepared in accordance with Hong Kong Financial Reporting
Standards (“HKFRSs”) (which also include Hong Kong Accounting Standards (“HKASs”) and Interpretations)
issued by the Hong Kong Institute of Certified Public Accountants, accounting principles generally accepted in
Hong Kong and the disclosure requirements of the Hong Kong Companies Ordinance. They have been prepared
under the historical cost convention. These financial statements are presented in Hong Kong dollars and all
values are rounded to the nearest thousand (HK$’000) except when otherwise indicated.
1.2 IMPACT OF NEW AND REVISED HONG KONG FINANCIAL REPORTING STANDARDS
The Group has adopted the following new and revised HKFRSs for the first time for the current year’s financial
statements. Except for in certain cases, giving rise to new and revised accounting policies and additional
disclosures, the adoption of these new and revised standards and interpretation has had no material effect on
these financial statements.
HKAS 21 Amendment Net Investment in a Foreign Operation
HKAS 39 & HKFRS 4 Amendments Financial Guarantee Contracts
HKAS 39 Amendment Cash Flow Hedge Accounting of Forecast Intragroup Transactions
HKAS 39 Amendment The Fair Value Option
HK(IFRIC)-Int 4 Determining whether an Arrangement contains a Lease
The principal changes in accounting policies are as follows:
(a) HKAS 21 The Effects of Changes in Foreign Exchange Rates
Upon the adoption of the HKAS 21 Amendment regarding a net investment in a foreign operation, all
exchange differences arising from a monetary item that forms part of the Group’s net investment in a
foreign operation are recognised in a separate component of equity in the consolidated financial statements
irrespective of the currency in which the monetary item is denominated. This change has had no material
impact on these financial statements as at 31 December 2006 or 31 December 2005.
(b) HKAS 39 Financial Instruments: Recognition and Measurement
(i) Amendment for financial guarantee contracts
This amendment has revised the scope of HKAS 39 to require financial guarantee contracts issued
that are not considered insurance contracts, to be recognised initially at fair value and to be remeasured
at the higher of the amount determined in accordance with HKAS 37 Provisions, Contingent Liabilities
and Contingent Assets and the amount initially recognised less, when appropriate, cumulative
amortisation recognised in accordance with HKAS 18 Revenue. The adoption of this amendment
has had no material impact on these financial statements.
— 4 —
(ii) Amendment for the fair value option
This amendment has changed the definition of a financial instrument classified as fair vale through
profit or loss and has restricted the use of option to designate any financial asset or any financial
liability to be measured at fair value through the income statement. The Group had not previously
used this option, and hence the amendment has had no effect on these financial statements.
(iii) Amendment for cash flow hedge accounting of forecast intragroup transactions
This amendment has revised HKAS 39 to permit the foreign currency risk of a highly probable
intragroup forecast transaction to qualify as a hedged item in a cash flow hedge, provided that the
transaction is denominated in a currency other than the functional currency of the entity entering
into that transaction and that the foreign currency risk will affect the consolidated income statement.
As the Group currently has no such transactions, the amendment has had no effect on these financial
statements.
(c) HK(IFRIC)-Int 4 Determining whether an Arrangement contains a Lease
The Group has adopted this interpretation as of 1 January 2006, which provides guidance in determining
whether arrangements contain a lease to which lease accounting must be applied. This interpretation has
had no material impact on these financial statements.
1.3 IMPACT OF ISSUED BUT NOT YET EFFECTIVE HONG KONG FINANCIAL REPORTING
STANDARDS
The Group has not applied the following new and revised HKFRSs, that have been issued but are not yet effective,
in these financial statements.
HKAS 1 Amendment Capital Disclosures
HKFRS 7 Financial Instruments: Disclosures
HKFRS 8 Operating Segments
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
HK(IFRIC)-Int 11 HKFRS 2 — Group and Treasury Share Transactions
HK(IFRIC)-Int 12 Service Concession Arrangements
The HKAS 1 Amendment shall be applied for annual periods beginning on or after 1 January 2007. The revised
standard will affect the disclosures about qualitative information about the Group’s objective, policies and
processes for managing capital; quantitative data about what the Company regards as capital; and compliance
with any capital requirements and the consequences of any non-compliance.
HKFRS 7 shall be applied for annual periods beginning on or after 1 January 2007. The standard requires
disclosures that enable users of the financial statements to evaluate the significance of the Group’s financial
instruments and the nature and extent of risks arising from those financial instruments and also incorporates
many of the disclosure requirements of HKAS 32.
— 5 —
HKFRS 8 shall be applied for annual periods beginning on or after 1 January 2009. The standard requires the
disclosure of information about the operating segments of the Group, the products and services provided by the
segments, the geographical areas in which the Group operates, and revenues from the Group’s major customers.
This standard will supersede HKAS 14 Segment Reporting.
HK(IFRIC)-Int 7, HK(IFRIC)-Int 8, HK(IFRIC)-Int 9, HK(IFRIC)-Int 10, HK(IFRIC)-Int 11 and HK(IFRIC)
Int12 shall be applied for annual periods beginning on or after 1 March 2006, 1 May 2006, 1 June 2006, 1
November 2006, 1 March 2007 and 1 January 2008, respectively.
The Group is in the process of making an assessment of the impact of these new and revised HKFRSs upon
initial application. So far, it has concluded that while the adoption of the HKAS 1 Amendment and HKFRS 7
may result in new or amended disclosures, these new and revised HKFRSs are unlikely to have a significant
impact on the Group’s results of operations and financial position.
2. REVENUE AND SEGMENT INFORMATION
Revenue, which is also the Group’s turnover, represents the net invoiced value of goods sold, after allowances
for returns and trade discounts; and the value of services rendered during the year.
(a) Business segments
The following tables present revenue, profit/(loss) and certain asset, liability and expenditure information
for the Group’s business segments for the years ended 31 December 2006 and 2005.
Distribution of Corporate
information products and others Consolidated
2006 2005 2006 2005 2006 2005
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Segment revenue:
Sales to external
customers 2,314,811 1,900,652 ——2,314,811 1,900,652
Other income
and gains 1,348 293 340 228 1,688 521
Total 2,316,159 1,900,945 340 228 2,316,499 1,901,173
Segment results 16,237 20,773 (8,507) (4,472) 7,730 16,301
Interest income 2,400 1,281
Finance costs (2,615) (814)
Share of profits
and losses
of associates 8,945 11,621
Profit before tax 16,460 28,389
Tax (1,528) (1,833)
Profit for the year 14,932 26,556
— 6 —
Distribution of
information products Consolidated
2006 2005 2006 2005
HK$’000 HK$’000 HK$’000 HK$’000
Assets and liabilities
Segment assets 854,710 750,430 854,710 750,430
Interests in associates — — 30,690 30,921
Corporate and other unallocated assets — — 14,559 10,788
Total assets 899,959 792,139
Segment liabilities 621,030 538,823 621,030 538,823
Corporate and other unallocated liabilities — — 42,149 38,468
Total liabilities 663,179 577,291
Other segment information:
Depreciation 2,080 1,528 2,080 1,528
Corporate and other unallocated amounts — — 211 63
2,291 1,591
Capital expenditure 3,138 1,266 3,138 1,266
Corporate and other unallocated amounts — — 710 21
3,848 1,287
(b) Geographical segments
The following tables present revenue and certain asset and expenditure information for the Group’s
geographical segments for the years ended 31 December 2006 and 2005.
Mainland China Hong Kong Eliminations Consolidated
2006 2005 2006 2005 2006 2005 2006 2005
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Segment revenue:
Sales to external
customers 2,099,654 1,735,682 215,157 164,970 — — 2,314,811 1,900,652
Intersegment
sales — — 292,331 253,713 (292,331) (253,713) — —
Other income
and gains 1,348 521 340 — — — 1,688 521
Total 2,101,002 1,736,203 507,828 418,683 (292,331) (253,713) 2,316,499 1,901,173
— 7 —
Mainland China Hong Kong Consolidated
2006 2005 2006 2005 2006 2005
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Other segment information:
Segment assets 733,555 672,114 166,404 120,025 899,959 792,139
Capital expenditure 3,138 1,266 710 21 3,848 1,287
3. FINANCE COSTS
2006 2005
HK$’000 HK$’000
Interest on bank loans 2,546 814
Interest on finance lease 69 —
2,615 814
4. PROFIT BEFORE TAX
The Group’s profit before tax is arrived at after charging:
2006 2005
HK$’000 HK$’000
Cost of inventories sold 2,069,381 1,683,967
Depreciation 2,291 1,591
Loss on disposal of items of property, plant and equipment 8 45
5. TAX
2006 2005
HK$’000 HK$’000
Current — Hong Kong 8 12
Current — Elsewhere 1,520 1,821
Total tax charge for the year 1,528 1,833
Hong Kong profits tax has been provided at the rate of 17.5% (2005: 17.5%) on the estimated assessable profits
arising in Hong Kong during the year.
The corporate income tax provision of 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 year based on existing
legislation, interpretations and practices in respect thereof.
— 8 —
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%.
The share of tax attributable to associates amounting to approximately HK$2,303,000 (2005: HK$2,753,000) is
included in “Share of profits and losses of associates” on the face of the consolidated income statement.
6. 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 year attributable to ordinary
equity holders of the parent of approximately HK$14,932,000 (2005: HK$26,556,000), and the weighted average
number of 1,100,562,040 (2005: 1,100,562,040) ordinary shares in issue during the year.
Diluted earnings per share amounts for the years ended 31 December 2006 and 2005 have not been disclosed as
the impact of the outstanding share options did not have a dilutive effect for both years presented.
7. TRADE AND BILLS RECEIVABLES
The Group’s trading terms with its customers are mainly on credit, except for new customers, where payment in
advance is normally required. Trade and bills receivables are settled in accordance with the terms of the respective
contracts. Each customer has a maximum credit limit. The Group seeks to maintain strict control over its
outstanding receivables. Overdue balances are reviewed regularly by senior management. In view of the
aforementioned and the fact that the Group’s trade receivables relate to a large number of diversified customers,
there is no significant concentration of credit risk. Trade receivables are non-interest-bearing.
An aged analysis of the trade and bills receivables, net of provisions, as at the balance sheet date is as follows:
2006 2005
HK$’000 HK$’000
Within 6 months 259,939 241,600
7 — 12 months 9,862 6,425
13 — 24 months 3,838 7,134
Over 24 months 3,108 —
276,747 255,159
8. TRADE AND BILLS PAYABLES
An aged analysis of trade and bills payables as at the balance sheet date is as follows:
2006 2005
HK$’000 HK$’000
Within 6 months 496,067 405,802
Over 6 months 10,256 1,105
506,323 406,907
— 9 —
DIVIDEND
No interim dividend was paid during the year and previous year. The Board does not recommend the payment
of any final dividend for the year (2005: Nil).
MANAGEMENT DISCUSSION AND ANALYSIS
Overall Performance
The Group reported a profit attributable to equity holders of the parent for the year ended 31 December
2006 of approximately HK$14.9 million (year ended 31 December 2005: HK$26.6 million). The Group’s
revenue for the current year has increased by 21.8% to approximately HK$2,314.8 million compared to
HK$1,900.7 million for the year ended 31 December 2005. With an increase in the gross profit margin
from last year’s 4.97% to the current year’s 5.34%, gross profit has increased by 30.7% to approximately
HK$123.5 million (year ended 31 December 2005: HK$94.5 million).
Though revenue has recorded a moderate 21.8% growth in the current year, total selling and distribution
costs and administrative expenses for the current year has increased by 42.9% compared to the year ended
31 December 2005.
The decrease in the Group’s consolidated profit for the year attributable to the equity holders of the parent
was mainly the net results of:
a. a decrease in the segment profit of the distribution of information products business by 22.1% to
approximately HK$16.2 million (year ended 31 December 2005: HK$20.8 million);
b. an increase in segment loss for the corporate and others segment by 88.9% to approximately HK$8.5
million (year ended 31 December 2005: HK$4.5 million);
c. a decrease in the share of profits and losses of associates by 23.3% to approximately HK$8.9 million
(year ended 31 December 2005: HK$11.6 million).
Basic earnings per share attributable to equity holders of the parent for the year was HK1.4 cents (year
ended 31 December 2005: HK2.4 cents).
Operating Review and Prospects
Distribution of information products (“Distribution Business”)
The Group’s principal operating activity during the year is the distribution of information products business.
The Distribution Business recorded a turnover of approximately HK$2,314.8 million representing an increase
of 21.8% comparing to the last financial year, which exceeded the estimated average growth of the PRC
information products and segment results for the year ended 31 December 2006 has decreased by 22.1% to
HK$16.2 million (year ended 31 December 2005: HK$20.8 million). However, gross profit for the
Distribution Business has recorded an increase of 30.7% to HK$123.5 million for the year ended 31 December
2006 (year ended 31 December 2005: HK$94.5 million) and gross profit ratio has increased to 5.34% for
the current year comparing to 4.97% for the year ended 31 December 2005.
— 10 —
The Distribution Business is mainly focused on the distribution of information products such as servers,
printers, switches, networking products, storage devices, workstations and screen projectors of a number
of internationally famed and branded information products manufacturers such as HP, Huawei-3Com, Apple,
Netgear, CommScope, Barco, Epson and Miscrosoft.
During the second half of the current year, the Distribution Business segment has recorded a higher gross
profit ratio of 5.82% comparing to 4.86% for the six months ended 30 June 2006. However, the higher
gross profit ratio for the second half of the current year was offset by the moderate 35.6% increase in the
second half of the current financial year in total selling and distribution costs and administrative expenses
from the first half of the current financial year, segment results for the second half of the current financial
year was HK$7.4 million comparing to HK$8.8 million for the six months ended 30 June 2006. The increase
in total selling and distribution costs and administrative expenses was mainly due to the increase in the
number of headcount and increased marketing and selling effort for keeping a growth in turnover during
the second half of the current year.
The Distribution Business has been awarded by various upstream vendors such as HP, Huawei-3Com and
SGI during the year for its excellent partnership in terms of distribution channel, coverage, growth and
overall performance in the PRC. In June 2006, the Distribution Business was ranked the 4th place (2005:
5th) by Computer Partner World (e ) among the top 200 information products distributors in the
PRC’s information products distribution business and was also ranked the 5th place (2005: 7th) by China
Information World (7Q) in June 2006 as one of the PRC’s top 100 dominant information products
distributors. In addition, the Distribution Business was ranked the 5th place in June 2006 by Smart Partner
(Q~t) among the top 10 most excellent information products distributors in the PRC.
During the year under review, 5 major cities, namely Chong Qing, Zheng Zhou, Kun Ming, Chang Sha and
Dalian have been added to the distribution channel and network of the Distribution Business. At present,
the Distribution Business operates its nation-wide distribution channel and network in 21 major cities in
the PRC.
The operating environment of the Distribution Business in the PRC was very competitive, total selling and
distribution costs for the Distribution Business as a percentage to turnover has increased from 2.31% for
the first half of the current financial year to 3.09% for the second half of the current financial year. With the
opening up of additional branch offices/representative offices, selling and distribution costs and administrative
expenses for the Distribution Business for the current financial year also increased by 51.1% and 33.1%
respectively compared to the year ended 31 December 2005. To strike for continued expansion in operation,
the Group has placed much effort on current assets management. The Group’s trade and bills receivables
and inventory turnover periods have improved from 2005’s 49.0 days and 26.1 days to the current year’s
43.6 days and 20.1 days respectively. The working capital ratio for the Group as at 31 December 2006 was
1.30 (31 December 2005: 1.30).
To fuel for future growth, the Group is dedicated for a medium to long term development plan which is
feasible, sustainable and flexible. The Distribution Business will continuously refine its product structure
to avoid product overlapping and minimize market risk. The Group will focus on the distribution of
information products with higher margin and exploring the more profitable value-added service business.
In addition to imposing efficient and effective internal control measures and the continuing provision of
staff development programs, the Group is committed to strive for leadership in the information products
distribution business in the PRC. Nevertheless, to enrich and widen the product range and improving the
Group’s profitability, the Group will continue to look for alliance with other international information
products suppliers and investment opportunities. The Board and the management team are also devoted to
sustain the Group’s future growth and widen the revenue base for a better reward to the shareholders.
— 11 —
Employee
The Group has developed its human resources policies and procedures based on performance and merits.
The Group ensures that the pay level of its employees are competitive and employees are rewarded on a
performance-related basis within the general framework of the Group’s salary and bonus systems. The
Group provides on-the-job training to its employees in addition to retirement benefit schemes and medical
insurance.
The Group operates share option schemes for the purpose of providing incentives and rewards to eligible
directors and employees of the Group who contribute to the success of the Group’s operations. The Group
had not granted any share options to its eligible directors and employees during the current financial year.
Due to the increase in the size of operation of the Distribution Business, the Group has approximately 526
employees as at 31 December 2006 (31 December 2005: 415).
Financial Review
Liquidity, financial resources and capital commitments
As at 31 December 2006, the Group recorded total assets of HK$900.0 million (31 December 2005: HK$792.1
million) which were financed by liabilities of HK$663.2 million (31 December 2005: HK$577.3 million)
and equity of HK$236.8 million (31 December 2005: HK$214.8 million). The Group’s net asset value as at
31 December 2006 increased by 10.2% to HK$236.8 million as compared to approximately HK$214.8
million as at 31 December 2005.
The Group had total cash and bank balances of HK$356.9 million as at 31 December 2006 (31 December
2005: HK$292.7 million). The Group had bank and other borrowings as at 31 December 2006 of HK$40.4
million (31 December 2005: HK$38.4 million), of which approximately HK$40.0 million (31 December
2005: HK$38.4 million) was repayable within one year and approximately HK$0.4 million (31 December
2005: Nil) was repayable within two to five years. Hence the Group recorded a net cash balance of HK$316.5
million as at 31 December 2006 as compared to HK$254.3 million as at 31 December 2005. As at 31
December 2006, the Group’s current ratio was 1.30 (31 December 2005: 1.30).
As at 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 and borrowings are denominated in Hong Kong dollars, Renminbi and United
States dollars while the sales of the Group are mainly denominated in Renminbi and United States dollars.
The sales and purchases made by the subsidiary of the Group in the PRC are conducted in Renminbi and
hence, the transactional currency exposure is minimal. As the exchange rates of United States dollars against
Hong Kong dollars was relatively stable during the year under review, the Group’s exposure to fluctuations
in exchange rates is considered minimal and no financial instruments have been used for hedging purposes.
— 12 —
Material acquisitions and disposals of subsidiaries and associates
The Group had no material acquisition or disposals of subsidiaries and associates in 2006.
Charges on assets
As at 31 December 2006, bank deposits of approximately HK$88.5 million were pledged to banks to secure
general banking facilities granted.
Contingent liabilities
The Group did not have any significant contingent liabilities as at 31 December 2006 (2005: Nil).
CORPORATE GOVERNANCE
In the opinion of the directors, the Company met with the code provisions as set out in the Code on Corporate
Governance Practices contained in Appendix 14 of the Rules Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited throughout the year ended 31 December 2006.
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 year.
By Order of the Board
EC-Founder (Holdings) Company Limited
Zhang Zhao Dong
Chairman
Hong Kong, 20 April 2007
As at the date of this announcement, the Board comprises the executive directors of Mr Zhang Zhao Dong,
Mr Chen Geng, Mr Xia Yang Jun, Mr Xie Ke Hai and Mr Zheng Fu Shuang, and the independent non-
executive directors of Mr Li Fat Chung, Ms Wong Lam Kit Yee and Ms Cao Qian.
Please also refer to the published version of this announcement in The Standard.
Results Announcement |
