– 1 –
EMBRY HOLDINGS LIMITED
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1388)
ANNOUNCEMENT OF FINAL RESULTS
FOR THE YEAR ENDED 31 DECEMBER 2006
RESULTS
The board of directors (the “Board”) of Embry Holdings Limited (the “Company”) is pleased to announce the
consolidated results of the Company and its subsidiaries (collectively referred to as the “Group”) for the year
ended 31 December 2006, with the comparative figures for the preceding financial year ended 31 December
2005, as follows:
Consolidated Income Statement
Year ended 31 December 2006
2006 2005
Notes HK$’000 HK$’000
REVENUE 4 624,324 550,014
Cost of sales (145,581) (136,979)
Gross profit 478,743 413,035
Other income and gain 5 9,302 5,335
Selling and distribution expenses (330,068) (312,948)
Administrative expenses (51,007) (46,620)
Other expenses (2,846) (1,617)
Finance costs (1,545) (791)
PROFIT BEFORE TAX 6 102,579 56,394
Tax 7 (19,974) (10,717)
PROFIT FOR THE YEAR 82,605 45,677
Attributable to:
Equity holders of the Company 81,105 44,431
Minority interests 1,500 1,246
82,605 45,677
DIVIDENDS 8 24,000 150,000
EARNINGS PER SHARE ATTRIBUTABLE TO
EQUITY HOLDERS OF THE COMPANY 9
– Basic (HK cents) 26.69 14.81
– Diluted (HK cents) 26.68 N/A
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Consolidated Balance Sheet
As at 31 December 2006
2006 2005
Notes HK$’000 HK$’000
NON-CURRENT ASSETS
Property, plant and equipment 79,518 78,797
Investment property 27,700 25,500
Prepaid land lease payments 5,741 2,205
Deposit paid for land use rights 13,132 –
Total non-current assets 126,091 106,502
CURRENT ASSETS
Inventories 227,969 205,068
Trade receivables 10 34,967 22,219
Prepayments, deposits and other receivables 14,046 10,902
Cash and cash equivalents 431,225 49,510
Total current assets 708,207 287,699
CURRENT LIABILITIES
Trade and bills payables 11 25,283 40,949
Tax payable 4,212 3,043
Other payables and accruals 50,851 26,641
Interest-bearing bank loans, secured 4,242 4,067
Due to a minority shareholder – 3,810
Total current liabilities 84,588 78,510
NET CURRENT ASSETS 623,619 209,189
TOTAL ASSETS LESS CURRENT LIABILITIES 749,710 315,691
NON-CURRENT LIABILITIES
Interest-bearing bank loans, secured 20,228 24,108
Deferred liabilities 3,395 4,622
Deferred tax liabilities 1,850 595
Total non-current liabilities 25,473 29,325
Net assets 724,237 286,366
EQUITY
Equity attributable to equity holders of the Company
Issued capital 4,000 200
Reserves 696,237 282,612
Proposed final dividend 8 24,000 –
724,237 282,812
Minority interests – 3,554
Total equity 724,237 286,366
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Notes:
1. CORPORATE INFORMATION AND GROUP REORGANISATION
The Company was incorporated as an exempted company with limited liability in the Cayman Islands on 29 August 2006
under the Companies Law, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands.
Pursuant to a reorganisation scheme to rationalise the structure of the Group in preparation for the listing of the Company’s
shares on the Main Board of
Further details of the Group Reorganisation are set out in the prospectus of the Company dated 5 December 2006 (the
“Prospectus”).
The Company’s shares have been listed on the Stock Exchange since 18 December 2006.
The registered office of the Company is located at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-
1111, the Cayman Islands and the principal place of business of the Company is located at 7th Floor, Wyler Centre II, 200
Tai Lin Pai Road, Kwai Chung, Hong Kong. The Group is principally engaged in the design, manufacture and retail
distribution of lingerie products (including brassieres, panties and corsets), swimwears and sleepwears in the People’s
Republic of China (the “PRC”) and Hong Kong. There were no significant changes in the nature of the Group’s principal
activities during the year.
2. BASIS OF PRESENTATION AND CONSOLIDATION
The consolidated financial statements have been prepared in accordance with the principles of merger accounting as set
out in Accounting Guideline 5 “Merger Accounting for Common Control Combinations” issued by the Hong Kong
Institute of Certified Public Accountants (the “HKICPA”), as a result of the Group Reorganisation. On this basis, the
Company has been treated as the holding company of its subsidiaries for the financial years presented rather than from
the date of their acquisition. Accordingly, the consolidated results of the Group for the years ended 31 December 2005
and 2006 include the results of the Company and its subsidiaries with effect from 1 January 2005 or since their respective
dates of incorporation, where this is a shorter period. The comparative consolidated balance sheet as at 31 December
2005 has been prepared on the basis that the existing Group had been in place at that date.
In the opinion of the directors, the consolidated financial statements prepared on the above basis present more fairly the
results and state of affairs of the Group as a whole.
These financial statements have been prepared in accordance with Hong Kong Financial Reporting Standards (“HKFRSs”)
issued by the HKICPA, accounting principles generally accepted in Hong Kong and the disclosure requirements of Hong
Kong Companies Ordinance. They have been prepared under the historical cost convention except for the investment
property, which has been measured at fair value. All HKFRSs effective from the accounting periods commencing from 1
January 2005 and 2006, together with the relevant transitional provision, have been early adopted by the Group in the
preparation of the financial statements throughout the years.
These financial statements are presented in Hong Kong dollars and all amounts are rounded to the nearest thousand
(HK$’000) except where otherwise indicated.
All significant intercompany transactions and balances within the Group are eliminated in the preparation of the consolidated
financial statements.
Minority interests represent the interests of outside shareholders not held by the Group in the results and net assets of the
Company’s subsidiaries.
3. SEGMENT INFORMATION
The Group’s primary business segment is the manufacture and sale of ladies’ brassieres, panties, swimwears and sleepwears.
Since this is the only business segment of the Group, no further analysis thereof is presented.
Segment information is presented below in respect of the Group’s geographical segment, which is regarded as the
secondary segment. In determining the Group’s geographical segments, revenue are attributed to the segments based on
the location of the customers, and assets are attributed to the segments based on location of assets.
Mainland China Hong Kong Others Total
2006 2005 2006 2005 2006 2005 2006 2005
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Revenue from external customers 513,207 444,554 81,083 74,179 30,034 31,281 624,324 550,014
Segment assets 402,712 313,960 431,586 80,241 – – 834,298 394,201
Capital expenditure incurred
during the year 6,359 6,270 1,516 152 – – 7,875 6,422
4. REVENUE
Revenue, which is also the Group’s turnover, represents the net invoiced value of goods sold, after allowances for returns
and trade discounts.
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5. OTHER INCOME AND GAIN
Group
2006 2005
HK$’000 HK$’000
Other income
Bank interest income 2,869 718
Gross rental income 2,052 923
Subsidy incomes from the PRC government:
Rewards as a superbrand in the PRC 292 1,923
Value-added tax refunded – 405
Reinvestment tax refunds# 1,136 –
Others 753 766
7,102 4,735
Gain
Changes in fair value of an investment property 2,200 600
9,302 5,335
There are no unfulfilled conditions or contingencies relating to these incomes.
# According to the Income Tax Law of the PRC, the Group is entitled to refunds of corporate income tax, subject to
the approval from the relevant offices of the Tax Bureau in the PRC. During the year, the Group reinvested the
profit distributions received from its subsidiary in a new entity established in the PRC and received approvals
from the Tax Bureau in relation to the reinvestment tax refunds. The refunds are determined based on certain
percentages of the profit distribution reinvested.
6. PROFIT BEFORE TAX
The Group’s profit before tax is arrived at after charging/(crediting):
Group
2006 2005
HK$’000 HK$’000
Cost of inventories sold 145,581 136,979
Depreciation 9,029 9,069
Amortisation of prepaid land lease payments 59 58
Minimum lease payments under operating leases in respect of:
Land and buildings 21,193 22,646
Contingent rents of retail outlets in department stores 157,264 135,602
Employee benefits expenses (excluding directors’ remuneration):
Wages and salaries 116,213 108,930
Write-back of provision for long service payments (854) (735)
Retirement benefits scheme contributions 10,850 5,305
Equity-settled share option expenses 344 –
126,553 113,500
Auditors’ remuneration 1,980 1,200
Advertising and counter decoration expenses 35,001 43,584
Impairment allowances for bad and doubtful debts 565 481
Research and development expenditure 1,453 1,733
Loss on write-off of items of property, plant and equipment 101 938
Gain on disposal of items of property, plant and equipment (6) (267)
Gross and net rental income (2,052) (923)
Changes in fair value of an investment property (2,200) (600)
Foreign exchange differences, net (1,704) (671)
Bank interest income (2,869) (718)
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7. TAX
Hong Kong profits tax has been provided at the rate of 17.5% (2005: 17.5%) on the estimated assessable profits arising in
Hong Kong during the year. Pursuant to relevant laws and regulations in the PRC, the Company’s subsidiaries, Embry
(China) Garments Ltd. and Embry (Changzhou) Garments Ltd. are entitled to use of tax rates of 15% and 27%, being the
applicable tax rates for foreign invested enterprises in the area of Shenzhen Special Economic Zone and Changzhou,
respectively. In addition, taxes on profits assessable elsewhere have been calculated at the rates of tax prevailing in the
countries in which the Group operates, based on existing legislation, interpretations and practices in respect thereof.
Group
2006 2005
HK$’000 HK$’000
Group:
Current – Hong Kong 420 324
Current – Mainland China
Charge for the year 18,357 10,483
Overprovision in prior years (58) (416)
Deferred 1,255 326
Total tax charge for the year 19,974 10,717
A reconciliation of the tax expense applicable to profit before tax using the statutory rates for the regions in which the
Company and the majority of its subsidiaries are domiciled to the tax expense at the effective tax rates is as follows:
Group
2006 2005
HK$’000 HK$’000
Profit before tax 102,579 56,394
Tax at the applicable rates to profits in the countries concerned 31,698 19,324
Lower tax rate for specific provinces in Mainland China (14,871) (9,946)
Adjustments in respect of current tax of previous years (58) (416)
Income not subject to tax (360) (491)
Expenses not deductible for tax 8,667 1,060
Tax losses utilised from previous years (5,528) –
Tax losses not recognised 426 1,186
Tax charge at the Group’s effective rate 19,974 10,717
8. DIVIDENDS
The Board has resolved to recommend the payment of a final dividend of HK6.0 cents per ordinary share in respect of the
year, to shareholders on the register of members on Wednesday, 6 June 2007, resulting in an appropriation of HK$24,000,000.
The proposed final dividend for the year is subject to the approval of the Company’s shareholders at the forthcoming
annual general meeting. The final dividend will be paid on or about Friday, 29 June 2007.
The dividend in 2005 represented the dividend declared and paid by the Company’s subsidiaries to their then shareholders
during the year ended 31 December 2005. The rate of dividend and the number of shares ranking for dividend are not
presented as such information is not meaningful for the purpose of these financial statements.
9. EARNINGS PER SHARE ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY
The calculation of basic earnings per share is based on the profit for the year attributable to ordinary equity holders of the
Company of HK$81,105,000 (2005: HK$44,431,000) and the weighted average of 303,836,000 (2005: 300,000,000)
ordinary shares deemed to have been in issue during the year.
The weighted average number of shares used to calculate the basic earnings per share for the year ended 31 December
2005 includes the pro forma issued share capital of the Company of 300,000,000 shares, comprising:
(i) the 1 share and 9,999,999 shares of the Company allotted and issued at nil paid on 29 August 2006 and 25
November 2006, respectively;
(ii) the 10,000,000 shares issued as consideration for the acquisition of Embry Group Limited on 25 November 2006;
and
(iii) the capitalisation issue of 280,000,000 shares.
The weighted average number of shares used to calculate the basic earnings per share for the year ended 31 December
2006 includes the weighted average of 3,836,000 shares issued upon the listing of the Company’s shares on the Stock
Exchange on 18 December 2006 in addition to the aforementioned 300,000,000 ordinary shares.
The calculation of diluted earnings per share for the year ended 31 December 2006 is based on the profit attributable to
equity holders of the Company for the year of HK$81,105,000. The weighted average number of ordinary shares used in
the calculation is the 303,836,000 ordinary shares deemed to have been in issue during the year as used in the basic
earnings per share calculation, and the weighted average of 168,000 ordinary shares assumed to have been issued at no
consideration on the deemed exercise of all share options outstanding during the year.
There was no potential dilutive ordinary share in existence for the year ended 31 December 2005 and, accordingly, no
diluted earnings per share amount has been presented.
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10. TRADE RECEIVABLES
The Group’s trading terms with its customers are mainly on credit, except for wholesalers, where payment in advance is
normally required. The credit period is generally for a period of one month, extending up to three months for major
customers. The Group seeks to maintain strict control over its outstanding receivables from the sales department to
minimise credit risk. Overdue balances are reviewed regularly by senior management. In view of the aforementioned and
the fact that the Group’s trade receivables relate to a large number of diversified customers, there is no significant
concentration of credit risk. Trade receivables are non-interest-bearing.
An aged analysis of the Group’s trade receivables as at the balance sheet date, based on the invoice date, is as follows:
Group
2006 2005
HK$’000 HK$’000
Within 90 days 33,214 21,017
91 to 180 days 1,765 1,408
181 to 360 days 662 297
Over 360 days 1,320 862
36,961 23,584
Less: Impairment allowance (1,994) (1,365)
34,967 22,219
The carrying amounts of trade receivables approximate to their fair values.
11. TRADE AND BILLS PAYABLES
An aged analysis of the Group’s trade and bills payables as at the balance sheet date, based on the invoice date, is as
follows:
Group
2006 2005
HK$’000 HK$’000
Within 90 days 21,040 36,933
91 to 180 days 2,066 1,992
181 to 360 days 826 575
Over 360 days 1,351 1,449
25,283 40,949
The trade payables are non-interest-bearing and are normally settled on 30 to 90 days terms. The carrying amounts of
trade and bills payables approximate to their fair values.
CLOSURE OF REGISTER OF MEMBERS
The register of members of the Company will be closed from Monday, 4 June 2007 to Wednesday, 6 June 2007,
both dates inclusive. During such period, no transfer of shares will be registered. In order to qualify for the
proposed final dividend, all completed transfer forms accompanied by the relevant share certificates must be
lodged with the Company’s Branch Share Registrar in Hong Kong, Tricor Investor Services Limited, at 26th
Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, for registration not later than 4:30 p.m. on
Friday, 1 June 2007.
MANAGEMENT DISCUSSION AND ANALYSIS
REVIEW OF OPERATIONS
For the year ended 31 December 2006, the Group’s revenue amounted to HK$624.3 million, representing an
increase of 13.5% from HK$550.0 million in last year. The Group’s gross profit of HK$478.7 million for the
year ended 31 December 2006 (2005: HK$413.0 million) represented a growth of approximately 15.9% as
compared to that of last year. The increase in gross profit was mainly attributable to the growth in the revenue
of the Group in light of its economy of scale as well as the increase in sales of its patented products and the
reduction of its relatively lower profit margin sales to original equipment manufacturers (“OEM”). The Group’s
profit attributable to equity holders of the Company for the year ended 31 December 2006 was HK$81.1
million, an increase of 82.5% over last year.
Retail sales
Retail sales constituted the major source of revenue of the Group, contributing approximately 89.3% of the
Group’s total revenue for the year ended 31 December 2006. The Group’s products are currently sold through
the retail stores and concessionary counters in the PRC and Hong Kong. The retail stores and concessionary
counters of the Group are opened and operated mainly under the brand names of EMBRY FORM and/or
FANDECIE, where products of these two brand names are sold. Depending on market demand, the Group will
consider setting up individual retail stores or concessionary counters for the Group’s other brands, namely
COMFIT and LC products.
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Concessionary counters are retail outlets located within department stores or shopping arcades. During 2006,
the revenue generated from retail stores accounted for 8.8% of the Group’s revenue, and the revenue generated
from concessionary counters accounted for 80.5% of the Group’s revenue. As it is the Group’s strategy to
increase the number of retail outlets in order to capture the increasing demand, the Group has had a net
increase of 95 retail outlets during 2006 and operated a total of 1,113 retail outlets as at 31 December 2006 and
will keep on reviewing the performance of each existing retail outlet.
Wholesale sales
The wholesale customers of the Group include individuals and companies in the PRC and Hong Kong which
sell lingerie products under a variety of brands to retail customers. During 2006, wholesale sales accounted for
5.9% of the Group’s total revenue.
OEM sales
In the year under review, the Group’s OEM customers principally comprised lingerie trading companies mainly
in Japan and Europe. Taking into account the Group’s production capacity, the Group may consider reducing
its OEM sales with an aim to maximising its profit margin when opportunities arise. For the year ended 31
December 2006, OEM sales accounted for 4.8% to the total revenue of the Group.
Brand management
The Group’s products are principally sold under its self-owned brand names EMBRY FORM, FANDECIE and
COMFIT. Revenue generated from EMBRY FORM and FANDECIE accounted for 62.0% and 30.1% respectively
of the Group’s revenue for the year 2006. During the first quarter of 2006, the Group introduced the brand
name COMFIT, thus enabling the Group to successfully diversify its product line into a new segment of
functional and premiere lingerie products. For the year ended 31 December 2006, sales of COMFIT series
products accounted for 3.1% of the Group’s total revenue. The directors are optimistic that COMFIT will
become an increasingly significant source of the Group’s revenue and growth driver for the future. In June
2006, the Group also soft launched a new series under the brand LC, which targets the high end segment of
premiere luxury lingerie.
Production capacity
For the year ended 31 December 2006, the aggregate annual production capacity of the Group accounted for
11.8 million standard product units, which represented 63.9% increase compared with the annual production
capacity for the year ended 31 December 2005. In order to cope with the expansion of the Group’s business,
the Group has identified a production site and plans to establish a new factory in Zhangqiu City, Shandong
Province, the PRC (the “Shandong Factory”). Subject to the obtaining of all necessary approvals, the directors
plan to commence operation of the Shandong Factory in mid 2008. When in full operation, the annual production
capacity of the Group is expected to increase to 23.7 million standard product units.
Product development
Leveraging from the general economic rebound and continued market demand for lingerie products in the PRC
last year, the sales of lingeries, sleepwears, swimwears, OEM products and other products accounted for
approximately 80.3%, 7.2%, 5.4%, 4.8% and 2.3% respectively of the Group’s total revenue for the year ended
31 December 2006. Sales of lingerie remained the key contributor to the Group’s revenue and profit.
The directors consider product development to be vital for the Group to maintain its competitive advantages.
The Group’s research and development team focuses on practical areas that are closely related to the
functionalities and features of the Group’s products. In 2006, several new design in manufacturing techniques
were invented. As at 31 December 2006, the Group had 36 patent registrations and 9 outlook design registrations.
Awards
During the year under review, the Group was accredited as the “The 2006 Best-selling Lingerie Products in
the Industry” by the China Industrial Information Issuing Center (7881) (the
“CIII Center”) in the PRC. The Group has obtained this award in the past eleven consecutive years. Apart from
its distinctive house brand EMBRY FORM, its younger brand FANDECIE was also awarded as one of the
“Top Ten Best Sellers in the Industry” by the CIII Center in the PRC. Further, both in the PRC and Hong
Kong, the Group again received the award of SUPERBRAND from the PRC Superbrands Committee (7t
t6) and Hong Kong Superbrands Council, respectively in the year under review, evidencing the
Group’s strong reputation in these markets.
PROSPECTS
The PRC economic environment has undoubtedly been improving during the past few years. Despite the
competitive environment, the directors are optimistic about the future market demand for lingerie and believe
that there is a considerable development potential in this industry. In the long run, the Group’s objective is to
become a leading and reputable lingerie retailer in the Greater China Region, which offers a wide range of
products to fit the needs of customers of different age groups, having different perception and purchasing
power.
– 8 –
In order to achieve its business objective, the Group will dedicate more resources to strengthen the market
awareness of its brand names and promote the Company’s image. The Group will continue to expand its sales
network by increasing the number of retail outlets in the PRC and Hong Kong. It is expected that the first
flagship retail store of the Group will be opened in the second quarter of 2007. The Group expects the progress
of opening its flagship stores and retail outlets to accelerate starting from the second quarter of 2007. Besides,
the Group will make further investments in the promotion and marketing of its brands such as organising
various fashion shows, sponsorship of charity events and advertising through different mass media.
In addition, the Group plans to increase its production capacity so as to cope with the continued business
development of the Group. In view of this, the Group will expand its production capacity through the
establishment of the Shandong Factory, as mentioned in the paragraph headed “Production capacity” above.
The Shandong Factory’s foundation laying ceremony was held on 28 December 2006 and it is expected that
construction will commence in the second quarter of this year. The total cost expected at this stage for the
establishment of the Shandong Factory is approximately HK$100 million, which exceeds the original estimated
amount of approximately HK$70 million as stated in the Prospectus. The excess amount, which is principally
due to, inter alia, the increased construction materials and overheads costs, changes made to the original design
in order to comply with the new construction requirements, particularly in the areas of environmental protection
and energy savings, from the local municipal government, will be financed by the Group’s internal working
capital. According to current construction plan, the Shandong Factory will commence operation in mid 2008.
The Group also considers launching another new brand for its wholesale business to widen its product series
after the expansion of the Group’s production capacity.
USE OF PROCEEDS FROM THE COMPANY’S INITIAL PUBLIC OFFERING
The proceeds from the Company’s issue of new shares on the Stock Exchange in December 2006, after
deduction of related issuance expenses, amounted to approximately HK$331 million. These net proceeds have
been temporarily placed in short-term deposits with licensed banks in Hong Kong as at 31 December 2006. The
directors intend to apply these net proceeds in the manner as set out in the Prospectus.
CORPORATE GOVERNANCE
Since the Company’s listing on 18 December 2006, the Company has fully complied with the applicable code
provisions as set out in the Code on Corporate Governance Practices contained in Appendix 14 to the Rules
Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”). The Company has also
adopted a code of conduct governing securities transactions by directors and senior management of the Group
on terms as set out in Appendix 10 to the Listing Rules (the “Model Code”). Having made specific enquiry of
all directors, all directors confirmed that they had complied with the required standard set out in the Model
Code during the period from 18 December 2006 (being the date on which the shares of the Company first
commenced dealings on the Stock Exchange) to 31 December 2006.
The Company has also complied with the requirement of the Listing Rules relating to the appointment of at
least three independent non-executive directors and one of whom must have appropriate professional qualifications
or accounting or related financial management expertise.
The audit committee of the Company has met with the external auditors of the Company, Messrs. Ernst &
Young, to review the accounting principles and practices adopted by the Group and the consolidated results of
the Group for the year ended 31 December 2006. The audit committee is composed of three independent non-
executive directors of the Company. The chairman of the audit committee has professional qualification and
experience in financial matters.
PURCHASE, SALE OR REDEMPTION OF THE COMPANY’S LISTED SECURITIES
The listing of the Company’s shares commenced on 18 December 2006. Neither the Company, nor any of its
subsidiaries purchased, redeemed or sold any of the Company’s listed securities during the period from 18
December 2006 to 31 December 2006.
PUBLICATION OF 2006 ANNUAL REPORT ON THE WEBSITE OF THE STOCK EXCHANGE
The 2006 annual report of the Company containing all the information required by the Listing Rules will be
published on the website of the Stock Exchange in due course.
On behalf of the Board
Mr. Cheng Man Tai
Chairman
Hong Kong, 18 April 2007
As at the date of this announcement, the Board comprises four executive directors, namely Mr. Cheng Man Tai
(Chairman), Ms. Cheng Pik Ho Liza (Chief Executive Officer), Madam Ngok Ming Chu and Mr. Hung Hin Kit;
and three independent non-executive directors, namely Mr. Lau Siu Ki, Mr. Lee Kwan Hung and Prof. Lee T. S..
“Please also refer to the published version of this announcement in The Standard.”
Results Announcement |
