Eco-Tek Holdings Limited
(Incorporated in the Cayman Islands with limited liability)
Stock Code : 8169
股份代號:8169
( 於 開 曼 群 島 註 冊 成 立 之 有 限 公 司 )
Third Quarterly Report
For the nine months ended 31 July 2007
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Characteristics of the Growth Enterprise
Market (“GEM”) of
Third Quarterly Report 2007 | |||
| This report, for which the directors (the “Directors”) of Eco-Tek | |||
| Holdings Limited (the “Company”) collectively and individually accept | |||
| responsibility, includes particulars given in compliance with the Rules | |||
| Governing the Listing of Securities on GEM (the “GEM Listing Rules”) | |||
| for the purpose of giving information with regard to the Company. | |||
| The Directors, having made all reasonable enquiries, confirm that, | |||
| to the best of their knowledge and belief (1) the information contained | |||
| in this report is accurate and complete in all material respects and | |||
| not misleading: (2) there are no other matters the omission of | |||
| which would make any statement in this report misleading: and (3) | |||
| all opinions expressed in this report have been arrived at after due | |||
| and careful consideration and are founded on bases and assumptions | |||
| that are fair and reasonable. |
2
Eco-Tek Holdings Limited Third Quarterly Report 2007
SUMMARY
• Turnover for the three months and nine months ended 31 July
2007 amounted to HK$34.4 million (2006: HK$24.4 million) and
HK$88.5 million (2006: HK$69.6 million), representing an increase
of 41% and 27% respectively as compared with the same periods
last year.
• Profit attributable to equity holders of the Company for the three
months and nine months ended 31 July 2007 amounted to HK$4.1
million (2006: HK$3.7 million) and HK$9.7 million (2006: HK$10.3
million), representing an increase of 11% and a decrease of 6%
respectively as compared with last corresponding periods.
• Basic and diluted earnings per share for the three months ended
31 July 2007 amounted to HK0.63 cent (2006: HK0.56 cent) and
HK0.62 cent (2006: N/A) respectively.
• Basic and diluted earnings per share for the nine months ended
31 July 2007 amounted to HK1.49 cent (2006: HK1.61 cents) and
HK1.49 cent (2006: HK1.40 cents) respectively.
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Eco-Tek Holdings Limited Third Quarterly Report 2007
UNAUDITED RESULTS
The board of Directors (the “Board”) of Eco-Tek Holdings Limited (the
“Company”) is pleased to announce the following unaudited consolidated
results of the Company and its subsidiaries (the “Group”) for the three months
and nine months ended 31 July 2007 together with the comparative figures
for the corresponding periods in the last financial year.
CONSOLIDATED INCOME STATEMENT (UNAUDITED)
Three months Nine months
ended 31 July ended 31 July
2007 2006 2007 2006
Notes HK$’000 HK$’000 HK$’000 HK$’000
REVENUE 3 34,391 24,393 88,510 69,615
Cost of sales (26,998) (17,030) (69,122) (48,199)
Gross profit 7,393 7,363 19,388 21,416
Other income 502 132 981 457
Selling expenses (641) (508) (2,414) (2,172)
Administrative expenses (4,275) (4,052) (10,727) (11,185)
Other operating income 390 381 1,151 756
PROFIT FROM OPERATIONS 3,369 3,316 8,379 9,272
Finance costs – (307) – (428)
Share of profit (loss) of
a jointly controlled entity 38 (115) 71 (210)
PROFIT BEFORE TAXATION 3,407 2,894 8,450 8,634
Taxation 4 (87) (256) (171) (357)
PROFIT FOR THE PERIOD 3,320 2,638 8,279 8,277
Attributable to:
Equity holders of the Company 4,061 3,664 9,653 10,299
Minority interest (741) (1,026) (1,374) (2,022)
Profit for the period 3,320 2,638 8,279 8,277
Dividends 5 – – – –
EARNINGS PER SHARE: 6
– Basic HK0.63 cent HK0.56 cent HK1.49 cent HK1.61 cent
– Diluted HK0.62 cent N/A HK1.49 cent HK1.40 cent
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Eco-Tek Holdings Limited Third Quarterly Report 2007
NOTES:
1. Basis of preparation
The Group’s unaudited quarterly results have been prepared in accordance with
accounting principles generally accepted in Hong Kong and comply with Hong
Kong Financial Reporting standards issued by the Hong Kong Institute of Certified
Public Accountants and the disclosure requirements set out in Chapter 18 of the
Rules Governing the Listing of Securities on the Growth Enterprise Market of the
Stock Exchange (the “GEM Listing Rules”).
The unaudited quarterly results should be read in conjunction with the audited
financial statements and notes thereto for the year ended 31 October 2006.
2. Principal accounting policies
The unaudited condensed financial statements for the three months and nine
months ended 31 July 2007 are prepared under the historical cost convention and
the accounting policies used in the preparation of the unaudited consolidated
results are consistent with those used in the 2006 Annual Financial Statements.
The condensed consolidated accounts have not been audited by the Company’s
auditors, but have been reviewed by the Company’s audit committee.
3. Revenue
Revenue, which is the Group’s turnover, represents the net invoiced value of
goods sold, after allowances for returns and trade discounts.
4. Taxation
Three months Nine months
ended 31 July ended 31 July
2007 2006 2007 2006
HK$’000 HK$’000 HK$’000 HK$’000
Current:
Elsewhere 19 188 89 224
Deferred 68 68 82 133
Total tax charge for the period 87 256 171 357
Taxes on profits assessable elsewhere have been calculated at the applicable rates
of tax prevailing in the jurisdictions in which the Group operates, based on existing
legislation, interpretations and practices in respect thereof.
At 31 July 2007, there was no significant unrecognised deferred tax liability (31
October 2006: nil) for taxes that would be payable on the unremitted earnings of
certain of the Group’s subsidiaries.
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Eco-Tek Holdings Limited Third Quarterly Report 2007
5. Dividends
The Board does not recommend the payment of an interim dividend for the nine
months ended 31 July 2007 (nine months ended 31 July 2006: nil).
6. Earnings per share
The earnings per share amount for the three months ended 31 July 2007 is
calculated based on the unaudited consolidated profit attributable to equity holders
of the Company for the period of HK$4,061,000 (three months ended 31 July
2006: HK$3,664,000) and the weighted average of 649,540,000 (three months
ended 31 July 2006: 649,540,000) ordinary shares in issue during the period.
The earnings per share amount for the nine months ended 31 July 2007 is calculated
based on the unaudited consolidated profit attributable to equity holders of the
Company for the period of HK$9,653,000 (nine months ended 31 July 2006:
HK$10,299,000) and the weighted average of 649,540,000 (nine months ended
31 July 2006: 641,861,000) ordinary shares in issue during the period.
Diluted earnings per share for the three months period ended 31 July 2006 is not
disclosed as there was no dilutive potential ordinary shares. The calculation of the
diluted earnings per share for the three months ended 31 July 2007 is based on
the unaudited consolidated profit attributable to equity holders of the Company
for the period of HK$4,061,000 and 650,239,142 ordinary shares, being the
649,540,000 ordinary shares as used in the calculation of basic earnings per
share, and the weighted average of 699,142 ordinary shares assumed to have
been issued on the deemed exercise of the share options under the share option
scheme.
The calculation of the diluted earnings per share for the nine months ended 31
July 2007 is based on the unaudited consolidated profit attributable to equity
holders of the Company for the period of HK$9,653,000 (nine months ended 31
July 2006: HK$10,299,000) and 649,732,308 (nine months ended 31 July 2006:
738,167,000) ordinary shares, being the 649,540,000 (nine months ended 31 July
2006: 641,861,000) ordinary shares as used in the calculation of basic earnings
per share, and the weighted average of 192,308 (nine months ended 31 July
2006: 96,306,000) ordinary shares assumed to have been issued on the deemed
exercise of the share options under the share option scheme.
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Eco-Tek Holdings Limited Third Quarterly Report 2007
7. Movement of reserves
Share Proposed
Share Capital Retained Exchange option final Minority Total
premium reserve profits reserve reserve dividend Total interest equity
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
At 1 November 2005 19,586 95 45,845 138 – 3,248 68,912 – 68,912
Purchase of subsidiary –––––––3,611 3,611
Other contribution by
minority interest –––––––(131) (131)
Exchange difference –––(335) ––(335) – (335)
2005 final dividend declared –––––(3,248) (3,248) – (3,248)
Profit for the period ––10,299 –––10,299 (2,022) 8,277
At 31 July 2006 19,586 95 56,144 (197) ––75,628 1,458 77,086
At 1 November 2006 19,586 95 55,641 1,687 – 3,248 80,257 555 80,812
Employee share-based
compensation benefit – – – – 33 – 33 – 33
Other contribution by
minority interest – – – ––––27,548 27,548
Exchange difference – – – (126) – – (126) – (126)
2006 final dividend declared – – – – – (3,248) (3,248) – (3,248)
Profit for the period – – 9,653 – – – 9,653 (1,374) 8,279
At 31 July 2007 19,586 95 65,294 1,561 33 – 86,569 26,729 113,298
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Eco-Tek Holdings Limited Third Quarterly Report 2007
MANAGEMENT DISCUSSION AND ANALYSIS
Financial review
For the nine months ended 31 July 2007, the Group recorded an increase in
turnover of approximately 27.1% from HK$69.6 million to HK$88.5 million.
Profits attributable to equity holders of the Company amounted to
approximately HK$9.7 million (2006: HK$10.3 million), represented a decrease
of around 6% to that of the last corresponding period.
In this review period, the Group intensified its marketing works in the
promotion of its industrial environmental protection related products especially
to those customers in both the marine and construction industries. These
marketing works was rewarded by the substantial increase of 59.3% in the
amount of revenue generated from this segment.
Gross profits for the nine months ended 31 July 2007 amounted to
approximately HK$19.4 million, representing a decrease of approximately 9.5%.
The reduction in gross profits ratios from last corresponding period’s 30.8%
to current period’s 21.9% was due to the change in the product mix. In last
corresponding period, around 20.7% revenue was generated from general
environmental protection related products which has a much higher gross
profits margins while in current review period, with the completion of the
tenders from the Environmental Protection Department (“EPD”) in August
2006, most of the revenue was generated from industrial environmental
protection related products.
Administrative expenses for the nine months ended 31 July 2007 decreased
by approximately 4.1% from HK$11.2 million to HK$10.7 million. The Group
was engaged in the application for the Proposed Listing on the Main Board of
the Stock Exchange of Hong Kong Limited in 2006 and such application has
increased the professional costs in 2006.
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Eco-Tek Holdings Limited Third Quarterly Report 2007
Business review and prospects
The Group is continuously involved in the marketing, sales, servicing, research
and development of environmental protection and quality health related
products and services.
In this review period, the construction works of the water supply plant in
Tianjin has been completed. The plant has daily purification capacity of 50,000
tonnes. With the exclusive right to supply processed water and the rapid
economic development of the region, the management expects that the plant
can contribute stable and increasing revenue to the Group.
For industrial environmental protection related products, the Group will
continue to promote the “Direct Drive Pump”, which can save 80% of the
electricity consumed by industrial machines. With an increase in public
awareness regarding environmental protection, the management believes that
such energy saving devices will be well received by customers.
For the Joint Venture in the Jiangsu Province, it is mainly engaged in the
promotion and installation of the automatic surveillance systems for the end
users to monitor their water pollution status and in providing environmental
protection consultancy services in the region.
Management will continue its efforts in enlarging the Group’s revenue bases.
With the continuous increase in revenue generated from the sales of industrial
environmental protection products, additional revenue generated from both
the water supply plant in Tianjin and the Joint Venture in Jiangsu, the reduction
of revenue due to the completion of the EPD tender will be compensated.
Also, the Group will continue its preparation works for the possible new
tender launched by the EPD in the future.
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Eco-Tek Holdings Limited Third Quarterly Report 2007
DIRECTORS’ AND CHIEF EXECUTIVES’ INTERESTS AND
SHORT POSITIONS IN SHARES, UNDERLYING SHARES
AND DEBENTURES
As at 31 July 2007, the interests and short positions of the Directors and
chief executive of the Company in the shares, underlying shares and debentures
of the Company or any of its associated corporations (within the meaning of
Part XV of the Securities and Futures Ordinance (“SFO”)), which were notified
to the Company and the Stock Exchange of Hong Kong Limited (the “Stock
Exchange”) pursuant to Divisions 7 and 8 of Part XV of the SFO (including
interests or short positions which they were taken or deemed to have under
such provisions of the SFO), or which were recorded in the register required
to be kept by the Company pursuant to Section 352 of the SFO, or which
were required, pursuant to Rules 5.46 to 5.68 of the GEM Listing Rules, to be
notified to the Company and the Stock Exchange, were as follows:
Long positions in ordinary shares of the Company
Number of shares held, capacity and nature of interest
Percentage of the
Number of Company’s issued
Capacity and ordinary share capital as at
Name nature of interest shares held 31 July 2007
Executive Director
Mr. SHAH Tahir Hussain Directly beneficially 14,372,800 2.2
owned
Chief Executive Officer
Dr. PAU Kwok Ping (Note) Through a discretionary trust 44,224,000 6.8
58,596,800 9.0
Note:
The shares are held by Crayne Company Limited, a company wholly-owned by ING Trust
Company (Jersey) Limited as trustee of the Crayne Trust which is a discretionary trust
founded by Dr. PAU Kwok Ping.
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Eco-Tek Holdings Limited Third Quarterly Report 2007
Interest in underlying shares of the Company
Pursuant to a share option scheme (the “Scheme”) adopted by the Company
on 21 November 2001, the Company had granted share options on the
Company’s ordinary shares to the independent non-executive Directors. Details
of share options to subscribe for shares in the Company granted to the
independents non-executive Directors as at 31 July 2007 were as follows:
Number of Number of
options Number of options
outstanding options outstanding
as at granted as at Exercise
1 November during 31 July price
Name Date of grant 2006 the period 2007 per share
HK$
Independent Non-Executive Directors
Ms. CHAN Siu Ping Rosa 2/4/2007 – 500,000 500,000 0.235
Mr. TAKEUCHI Yutaka 2/4/2007 – 500,000 500,000 0.235
Professor NI Jun 2/4/2007 – 500,000 500,000 0.235
Ms. HUI Wai Man Shirley 2/4/2007 – 500,000 500,000 0.235
– 2,000,000 2,000,000
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Eco-Tek Holdings Limited Third Quarterly Report 2007
Aggregate long position in ordinary shares and underlying
shares of the Company
Number Percentage
of options of the
Total held and Company’s
number outstanding issued share
of ordinary as at Aggregate capital as at
Name shares held 31 July 2007 in number 31 July 2007
Executive Director
Mr. SHAH Tahir Hussain 14,372,800 – 14,372,800 2.21
Independent Non-Executive Directors
Ms. CHAN Siu Ping Rosa – 500,000 500,000 0.08
Mr. TAKEUCHI Yutaka – 500,000 500,000 0.08
Professor NI Jun – 500,000 500,000 0.08
Ms. HUI Wai Man Shirley – 500,000 500,000 0.08
Chief Executive
Dr. Pau Kwok Ping 44,224,000 – 44,224,000 6.81
58,596,800 2,000,000 60,596,800 9.34
Save as disclosed above, as at 31 July 2007, none of the Directors and chief
executives of the Company had any interests or short positions in any shares,
underlying shares and debentures of the Company or any of its associated
corporations (within the meaning of Part XV of the SFO) which would have to
be notified to the Company and the Stock Exchange pursuant to Divisions 7
and 8 of Part XV of the SFO (including interests or short positions which they
were taken or deemed to have under such provisions of the SFO), or which
were recorded in the register required to be kept by the Company pursuant
to Section 352 of the SFO, or which were required, pursuant to Rules 5.46 to
5.68 of the GEM Listing Rules, to be notified to the Company and the Stock
Exchange.
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Eco-Tek Holdings Limited Third Quarterly Report 2007
SUBSTANTIAL SHAREHOLDERS’ INTERESTS AND OTHER
PERSONS’ INTERESTS AND SHORT POSITIONS IN
SHARES AND UNDERLYING SHARES
So far as is known to the Directors or chief executives of the Company, as at
31 July 2007, the following persons (other than a Director or chief executive
of the Company) had, or were deemed or taken to have interests or short
positions in the shares or underlying shares of the Company which would fall
to be disclosed to the Company and the Stock Exchange under the provisions
of Divisions 2 and 3 of Part XV of the SFO or, which were recorded in the
register required to be kept by the Company under Section 336 of the SFO
were as follows:
Long positions
Percentage of the
Number of Company’s issued
Capacity and nature ordinary share capital as at
Name of interest shares held 31 July 2007
Substantial shareholders
Cititrust (Cayman) Through a unit trust and 344,621,200 53.06
Limited (Note 1) controlled corporation
Wide Sky Management Through a controlled 344,621,200 53.06
Limited (Note 1) corporation
Team Drive Limited (Note 1) Directly beneficially owned 344,621,200 53.06
The Hong Kong Polytechnic Through a controlled 70,440,800 10.84
University (Note 2) corporation
PolyU Enterprise Limited Through a controlled 70,440,800 10.84
(Note 2) corporation
Advance New Technology Directly beneficially owned 70,440,800 10.84
Limited (Note 2)
ING Trust Company (Jersey) Through a controlled 44,224,000 6.81
Limited (Note 3) corporation
Crayne Company Limited Directly beneficially owned 44,224,000 6.81
(Note 3)
Other shareholder
Mr. LEE Wai Man Directly beneficially owned 35,620,000 5.48
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Eco-Tek Holdings Limited Third Quarterly Report 2007
Notes:
1. These shares are held by Team Drive Limited which is wholly-owned by Wide Sky
Management Limited, being the trustee of a unit trust of which the entire issued
units are held by Cititrust (Cayman) Limited. By virtue of the SFO, Wide Sky
Management Limited and Cititrust (Cayman) Limited are deemed to be interested
in all the shares held by Team Drive Limited.
2. Advance New Technology Limited is a wholly-owned subsidiary of PolyU Enterprise
Limited, which is wholly owned by The Hong Kong Polytechnic University (“PolyU”).
By virtue of its interest in Advance New Technology Limited, PolyU and PolyU
Enterprise Limited are deemed to be interested in all the shares of the Company
held by Advance New Technology Limited.
3. The shares are held by Crayne Company Limited, a company wholly-owned by
ING Trust Company (Jersey) Limited as trustee of the Crayne Trust which is a
discretionary trust founded by Dr. PAU Kwok Ping.
Save as disclosed above, as at 31 July 2007, so far as is known to the
Directors or chief executives of the Company, no other persons (other than a
Director or chief executive of the Company) had interests or short positions in
the shares or underlying shares of the Company which would fall to be
disclosed to the Company and the Stock Exchange under the provisions of
Divisions 2 and 3 of Part XV of the SFO or, who was interested in 5% or more
of the nominal value of any class of share capital carrying rights to vote in all
circumstances at general meetings of any other member of the Group, or any
options in respect of such capital.
PURCHASE, REDEMPTION OR SALE OF LISTED
SECURITIES OF THE COMPANY
Neither the Company, nor any of its subsidiaries purchased or sold any of the
Company’s listed securities during the nine months ended 31 July 2007. The
Company has not redeemed any of its listed securities during the period
under review.
COMPETITION AND CONFLICT OF INTEREST
None of the directors, the management shareholders or substantial shareholders
of the Company or any of their respective associates has engaged in any
business that competes or may compete, either directly or indirectly, with the
businesses of the Group, as defined in the GEM Listing Rules, or has any
other conflict of interests with the Group during the nine months ended 31
July 2007.
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Eco-Tek Holdings Limited Third Quarterly Report 2007
AUDIT COMMITTEE
The Company established an audit committee on 5 December 2001 with
written terms of reference in compliance with Rules 5.28 and 5.33 of the
GEM Listing Rules. The primary duties of the audit committee are to review
and supervise the financial reporting process and internal controls system of
the Group. The audit committee comprises four members, Ms. HUI Wai Man
Shirley, Ms. CHAN Siu Ping Rosa, Mr. TAKEUCHI Yutaka and Professor NI Jun,
who are the independent non-executive directors of the Company.
The Group’s unaudited results for the three months and nine months ended
31 July 2007 have been reviewed by the audit committee, which was of the
opinion that the preparation of such results complied with the applicable
accounting standards and requirements and that adequate disclosures have
been made.
As at the date of this report, the directors of the Company are as follows:
Executive directors:
Mr. Shah Tahir Hussain
Mr. Han Ka Lun
Mr. Ng Chi Fai
Non-executive directors:
Dr. Lui Sun Wing
Mr. Young Meng Cheung Andrew
Independent non-executive directors:
Ms. Chan Siu Ping Rosa
Mr. Takeuchi Yutaka
Professor Ni Jun
Ms. Hui Wai Man Shirley
By Order of the Board
Eco-Tek Holdings Limited
Shah Tahir Hussain
Chairman
Hong Kong, 14 September 2007
