1
(Incorporated in Bermuda with limited liability)
(Stock code: 372)
ANNOUNCEMENT OF INTERIM RESULTS
FOR THE SIX MONTHS ENDED 30TH SEPTEMBER, 2007
FINANCIAL HIGHLIGHTS
30/9/2007 30/9/2006 Change
• Profit attributable to equity holders HK$303 million HK$196 million +55%
• Equity attributable to equity holders HK$3,272 million HK$2,107 million +55%
• Basic EPS HK12.5 cents HK8.9 cents +40%
• Diluted EPS HK9.9 cents HK7.5 cents +32%
• Interim dividend per share HK1.30 cents HK1.25 cents +4%
RESULTS
The board of directors (the “Board”) of ITC Corporation Limited (the “Company”) is pleased
to announce the unaudited consolidated results of the Company and its subsidiaries (the
“Group”) for the six months ended 30th September, 2007, together with the comparative
figures for the corresponding period in 2006. The interim results for the six months ended
30th September, 2007 are not audited, but have been reviewed by the auditors, Deloitte
Touche Tohmatsu, in accordance with Hong Kong Standard on Review Engagements 2410
“Review of Interim Financial Information Performed by the Independent Auditor of the Entity”
issued by the Hong Kong Institute of Certified Public Accountants (the “HKICPA”), and the
Audit Committee of the Company.
2
Condensed Consolidated Income Statement
(Unaudited)
Six months ended
30.9.2007 30.9.2006
Notes HK$’000 HK$’000
Revenue 3 333,574 358,174
Cost of sales (266,838) (305,947)
Gross profit 66,736 52,227
Other income 7,540 –
Administrative expenses (81,868) (32,765)
Gain on disposal of available-for-sale
investments 20,613 –
Other gains (losses), net 4 142,991 (14,860)
Finance costs 5 (46,296) (8,241)
Impairment loss recognised in respect
of available-for-sale investments (20,960) –
Allowance for amounts due from associates
and related companies (1,317) (1,415)
Loss on disposal and dilution of interests in
subsidiaries and associates 6 (74,400) (481)
Share of results of associates 362,731 200,483
Profit before taxation 375,770 194,948
Taxation 7 (10,669) –
Profit for the period 8 365,101 194,948
Attributable to:
Equity holders of the Company 303,318 195,753
Minority interests 61,783 (805)
365,101 194,948
Distributions 9 43,480 31,237
Earnings per share 10
Basic (HK cents) 12.5 8.9
Diluted (HK cents) 9.9 7.5
3
Condensed Consolidated Balance Sheet
(Unaudited) (Audited)
30.9.2007 31.3.2007
Notes HK$’000 HK$’000
Non-current assets
Property, plant and equipment 11 59,599 179,765
Investment properties 11 5,058 150,421
Prepaid lease payments 86,332 87,437
Intangible assets 830 4,580
Interests in associates 12 2,377,592 1,594,047
Debt portion of convertible notes 175,033 274,304
Conversion options embedded in
convertible notes 14,763 98,466
Deposits paid for acquisition of subsidiaries – 50,000
Deposits for acquisition of long-term investments – 145,000
Deposits paid for acquisition of
available-for-sale investments 12,434 –
Payments for acquisition of interest in properties – 58,830
Available-for-sale investments 30,524 1,033,823
Deferred tax assets – 1,464
2,762,165 3,678,137
Current assets
Inventories 230 239
Prepaid lease payments 2,214 2,214
Other assets – 229,288
Debtors, deposits and prepayments 13 35,553 404,029
Margin account receivables 139,086 17,523
Deposits paid for acquisition of investments
held for trading 165,453 73,289
Amounts due from associates 303,099 500,050
Amounts due from related companies 123,068 7,262
Loans receivable 25,000 340,549
Financial assets designated at fair value through
profit or loss 5,299 147,238
Investments held for trading 110,559 626,649
Tax recoverable – 1,438
Short-term bank deposits, bank balances and cash 191,410 282,304
1,100,971 2,632,072
4
(Unaudited) (Audited)
30.9.2007 31.3.2007
Notes HK$’000 HK$’000
Current liabilities
Margin account payables 141,474 6,794
Creditors and accrued expenses 14 42,206 91,884
Dividend payable 43,480 –
Amounts due to associates 490 163,015
Amounts due to related companies 669 –
Derivative financial instruments 2,134 222
Redeemable convertible preference shares 290,542 286,137
Tax payable – 63,977
Borrowings – due within one year 2,450 517,100
Bank overdrafts 37,092 71,599
560,537 1,200,728
Net current assets 540,434 1,431,344
Total assets less current liabilities 3,302,599 5,109,481
Non-current liabilities
Borrowings – due after one year 27,650 141,350
Convertible notes payable – 556,980
Deferred tax liabilities 2,844 39,091
30,494 737,421
Net assets 3,272,105 4,372,060
Capital and reserves
Share capital 217,400 187,298
Share premium and reserves 3,054,705 2,623,128
Equity attributable to equity holders
of the Company 3,272,105 2,810,426
Convertible option reserve of a subsidiary – 55,279
Minority interests – 1,506,355
Total equity 3,272,105 4,372,060
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Condensed Consolidated Cash Flow Statement
(Unaudited)
Six months ended
30.9.2007 30.9.2006
HK$’000 HK$’000
Net cash (used in) from operating activities (114,744) 311,155
Net cash used in investing activities
Dilution of interests in subsidiaries, net of cash and
cash equivalents disposed (82,120) –
Disposal of partial interests in subsidiaries 131,768 –
Disposal of interests in associates 46,040 –
Proceeds from disposal of available-for-sale investments 45,918 –
Investment in convertible notes (69,964) (30,000)
Additions to available-for-sale investments (18,603) –
Investment in financial assets designated at fair value
through profit or loss (158,279) –
Deposits for acquisition of long-term investments (110,000) –
Deposit in a financial institution – (346,600)
Deposit paid for acquisition of additional interest
in an associate – (43,343)
Others (6,992) (32,742)
(222,232) (452,685)
Net cash from (used in) financing activities
Proceeds from issue of shares 215,488 –
Proceeds from issue of shares of a subsidiary 142,415 –
Repayments of bank borrowings (31,162) –
Interest paid (48,398) (2,747)
278,343 (2,747)
Net decrease in cash and cash equivalents (58,633) (144,277)
Cash and cash equivalents at beginning of the period 210,705 199,591
Effect of foreign exchange rate changes 2,246 (600)
Cash and cash equivalents at end of the period 154,318 54,714
Analysis of the balances of cash and cash equivalents
Short-term bank deposits, bank balances and cash 191,410 107,403
Less: bank overdrafts (37,092) (52,689)
154,318 54,714
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Notes:
1. BASIS OF PREPARATION
The condensed consolidated financial statements have been prepared in accordance with the
applicable disclosure requirements of Appendix 16 to the Rules Governing the Listing of Securities
(the “Listing Rules”) on
2. PRINCIPAL ACCOUNTING POLICIES
The condensed consolidated financial statements have been prepared on the historical cost basis
except for certain properties and financial instruments, which are measured at revalued amounts
or fair values, where appropriate.
The accounting policies used in the condensed consolidated financial statements are consistent
with those followed in the preparation of the Group’s annual financial statements for the year
ended 31st March, 2007.
In the current interim period, the Group has applied, for the first time, a new standard, amendment
and interpretations (“new HKFRSs”) issued by the HKICPA, which are effective for the Group’s
financial year beginning 1st April, 2007. The adoption of these new HKFRSs had no material
effect on the results or financial position of the Group for the current or prior accounting
periods. Accordingly, no prior period adjustment has been recognised.
The Group has not early applied the following new and revised standards or interpretations that
have been issued but are not yet effective:
HKAS 23 (Revised) Borrowing Costs
1
HKFRS 8 Operating Segments
1
HK(IFRIC) – INT 12 Service Concession Arrangements
2
HK(IFRIC) – INT 13 Customer Loyalty Programmes
3
HK(IFRIC) – INT 14 HKAS 19 – The Limit on a Defined Benefit Asset,
Minimum Funding Requirement and their Interaction
2
1
Effective for annual periods beginning on or after 1st January, 2009
2
Effective for annual periods beginning on or after 1st January, 2008
3
Effective for annual periods beginning on or after 1st July, 2008
The directors of the Company anticipate that the application of these standards or interpretations
will have no material impact on the results and the financial position of the Group.
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3. REVENUE AND SEGMENT INFORMATION
Business segments
For management purposes, the Group’s operations are organised into five operating divisions,
namely finance, securities investment (investments held for trading), other investment, property
investment and trading of building materials and machinery. These divisions are the basis on
which the Group reports its primary segment information.
Six months ended 30th September, 2007
Trading of
building
materials
Securities Other Property and
Finance investment investment investment machinery Unallocated Eliminations Consolidated
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
REVENUE
External sales 28,871 268,518 27,629 465 2,547 5,544 – 333,574
Inter-segment sales 14,204 – 998 2,586 – – (17,788) –
Total 43,075 268,518 28,627 3,051 2,547 5,544 (17,788) 333,574
RESULT
Segment result 15,866 70,453 103,326 117 24 2,095 – 191,881
Unallocated corporate
expenses (58,146)
Finance costs (46,296)
Loss on disposal and
dilution of interests in
subsidiaries and associates (74,400)
Share of results of associates 362,731
Profit before taxation 375,770
Taxation (10,669)
Profit for the period 365,101
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Six months ended 30th September, 2006
Trading of
building
materials
Securities Other Property and
Finance investment investment investment machinery Unallocated Eliminations Consolidated
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
REVENUE
External sales 28,552 311,934 9,340 349 2,494 5,505 – 358,174
Inter-segment sales 9,654 – – 2,563 – – (12,217) –
Total 38,206 311,934 9,340 2,912 2,494 5,505 (12,217) 358,174
RESULT
Segment result 813 5,100 9,042 (522) 133 2,345 – 16,911
Unallocated corporate
expenses (13,724)
Finance costs (8,241)
Loss on dilution of
interests in associates (481)
Share of results of
associates 200,483
Profit before taxation 194,948
Taxation –
Profit for the period 194,948
Inter-segment sales are charged at prevailing market rate or at terms determined and agreed by
both parties.
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4. OTHER GAINS (LOSSES), NET
Six months ended
30.9.2007 30.9.2006
HK$’000 HK$’000
Net other gains (losses) arising from changes
in fair values of:
– Conversion options embedded in convertible notes 77,236 (11,731)
– Derivative financial instruments (2,134) (199)
– Financial assets designated at fair value through
profit or loss 10,963 51
– Investments held for trading 56,991 (2,440)
– Gold trading contracts (65) (541)
142,991 (14,860)
5. FINANCE COSTS
Six months ended
30.9.2007 30.9.2006
HK$’000 HK$’000
Interest on:
– Bank borrowings wholly repayable within five years 588 540
– Bank borrowings not wholly repayable within five years 2,998 1,621
– Convertible notes payable 8,734 –
– Redeemable convertible preference shares 5,464 5,494
– Other borrowings wholly repayable within five years 25,995 –
– Margin account payables 2,146 586
– Others 371 –
46,296 8,241
6. LOSS ON DISPOSAL AND DILUTION OF INTERESTS IN SUBSIDIARIES AND
ASSOCIATES
Six months ended
30.9.2007 30.9.2006
HK$’000 HK$’000
Loss on dilution of interests in subsidiaries (160,207) –
Loss on disposal of interests in subsidiaries (56,644) –
Gain (loss) on dilution of interests in associates 65,768 (481)
Gain on disposal of interests in associates 76,683 –
(74,400) (481)
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7. TAXATION
Six months ended
30.9.2007 30.9.2006
HK$’000 HK$’000
Current tax:
Hong Kong Profits Tax 10,726 –
Deferred Tax (57) –
10,669 –
Hong Kong Profits Tax is calculated at the rate of 17.5% of the estimated assessable profits of
Hanny Holdings Limited (“Hanny”) derived from Hong Kong for both periods.
No provision for taxation was made in prior period as the Group had no assessable profit for
that period.
8. PROFIT FOR THE PERIOD
Six months ended
30.9.2007 30.9.2006
HK$’000 HK$’000
Profit for the period has been arrived at after charging
(crediting):
Depreciation of property, plant and equipment 6,783 2,604
Donation 688 –
Release of prepaid lease payments 1,107 1,107
Share of taxation of associates
(included in share of results of associates) 124,993 (5,519)
Gain on disposal of property, plant and equipment (1,665) (18)
Net realised gain on investments held for trading (Note) (12,644) (4,525)
Note:
Proceeds on sale of investments held for trading
(included in revenue) (267,283) (306,966)
Less: Cost of sales (included in cost of sales) 254,639 302,441
Net realised gain on investments held for trading (12,644) (4,525)
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9. DISTRIBUTIONS
Dividends recognised as distributions to equity holders of the Company:
Six months ended
30.9.2007 30.9.2006
HK$’000 HK$’000
Final dividend declared for the year ended 31st March, 2007
– HK2.0 cents (2006: HK1.7 cents) per ordinary share 43,480 31,237
Dividend declared on 21st December, 2007:
Interim dividend declared for the current period
– HK1.3 cents (2006: HK1.5 cents) per ordinary share 34,563 27,954
The amount of the interim dividend declared for the six months ended 30th September, 2007,
which will be payable in cash with an option to elect scrip dividend of ordinary shares, has been
calculated by reference to the 2,658,718,149 issued ordinary shares outstanding as at the date of
this announcement.
Subsequent to 30th September, 2007,
(a) a dividend of HK2.0 cents per ordinary share was paid to the holders of ordinary shares of
the Company as a final dividend for the year ended 31st March, 2007 of which
approximately HK$29,875,000 was settled in a form of 49,916,232 new ordinary shares of
the Company; and
(b) the Company issued 434,800,319 bonus shares to the holders of ordinary shares of the
Company on the basis of one new ordinary share for every five ordinary shares held on
15th October, 2007.
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10. EARNINGS PER SHARE
The calculation of the basic and diluted earnings per share attributable to the equity holders of
the Company is based on the following data:
Six months ended
30.9.2007 30.9.2006
HK$’000 HK$’000
Profit for the period attributable to equity
holders of the Company and earnings for the
purposes of basic earnings per share 303,318 195,753
Effect of dilutive potential ordinary shares:
Adjustment to the share of results of
associates and subsidiaries based on dilution of
their earnings per share (36,404) (11,703)
Adjustment of finance costs on redeemable
convertible preference shares 5,464 5,494
Earnings for the purposes of diluted
earnings per share 272,378 189,544
Number of shares Number of shares
Weighted average number of ordinary
shares for the purposes of basic earnings
per share 2,432,864,465 2,204,994,174
Effect of dilutive potential ordinary shares:
Redeemable convertible preference shares 325,071,706 326,527,948
Weighted average number of ordinary shares for
the purposes of diluted earnings per share 2,757,936,171 2,531,522,122
The weighted average number of ordinary shares for the current and prior periods has been
adjusted for the effect of bonus issue of new ordinary shares of the Company set out in note
9(b), on the basis of one new ordinary share for every five ordinary shares held.
11. MOVEMENTS IN PROPERTY, PLANT AND EQUIPMENT AND INVESTMENT
PROPERTIES
During the period, the Group spent approximately HK$741,000 (1.4.2006 to 30.9.2006:
HK$1,719,000) on property, plant and equipment.
As the directors of the Company considered that the carrying amounts of the Group’s leasehold
land and buildings and investment properties do not differ significantly from those which would
be determined using fair values at 30th September, 2007, no revaluation surplus or deficit has
been recognised in the current period.
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12. INTERESTS IN ASSOCIATES
(Unaudited) (Audited)
30.9.2007 31.3.2007
HK$’000 HK$’000
Share of net assets of associates:
Listed in Hong Kong 2,369,439 997,900
Listed overseas 7,961 271,506
Unlisted 192 324,641
2,377,592 1,594,047
Market value of listed securities:
Hong Kong 1,808,144 1,477,663
Overseas 224,648 362,788
2,032,792 1,840,451
13. DEBTORS, DEPOSITS AND PREPAYMENTS
Included in debtors, deposits and prepayments are trade debtors of approximately HK$6,752,000
(31.3.2007: HK$13,892,000) and their aged analysis at the balance sheet date is as follows:
(Unaudited) (Audited)
30.9.2007 31.3.2007
HK$’000 HK$’000
Trade debtors
0-30 days 6,630 7,018
31-60 days 77 28
61-90 days 41 1
Over 90 days 4 6,845
6,752 13,892
Trade debtors arising from property investment business are payable monthly in advance and
the credit terms granted by the Group to other trade debtors normally range from 30 days to 90
days.
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14. CREDITORS AND ACCRUED EXPENSES
Included in creditors and accrued expenses are trade payables of approximately HK$926,000
(31.3.2007: HK$18,396,000) and their aged analysis at the balance sheet date is as follows:
(Unaudited) (Audited)
30.9.2007 31.3.2007
HK$’000 HK$’000
Trade creditors
0-30 days 870 18,320
31-60 days 26 47
61-90 days 27 –
Over 90 days 3 29
926 18,396
INTERIM DIVIDEND
The Board has resolved to pay an interim dividend of HK1.30 cents per ordinary share for the
six months ended 30th September, 2007 to holders of ordinary shares whose names appear on
the register of holders of ordinary shares of the Company as at the close of business on 30th
January, 2008. The interim dividend is expected to be paid to holders of ordinary shares of the
Company by post on or about 14th March, 2008. The Board has also proposed that the interim
dividend should be satisfied in cash, with an option to elect scrip dividend of ordinary shares,
in respect of part or all of such dividend. The market value of the ordinary shares to be issued
under scrip dividend proposal will be fixed by reference to the average of the closing prices of
the ordinary shares of the Company for the three consecutive trading days ending 30th January,
2008 less a discount of five per cent. of such average price or the par value of ordinary shares,
whichever is the higher. The proposed scrip dividend is conditional upon the Hong Kong
Stock Exchange granting the listing of, and permission to deal in, the new ordinary shares to
be issued. A circular with full details of the scrip dividend proposal and a form of election will
be sent to holders of ordinary shares of the Company.
CLOSE OF REGISTER OF MEMBERS
The register of holders of ordinary shares of the Company will be closed from 28th January,
2008 to 30th January, 2008, both days inclusive, during which period no transfer of ordinary
shares shall be effected. In order to qualify for the interim dividend, all transfers of ordinary
shares accompanied by the relevant share certificates must be lodged with the Company’s
branch share registrar in Hong Kong, Tricor Secretaries Limited at 26th Floor, Tesbury Centre,
28 Queen’s Road East, Wanchai, Hong Kong for registration by no later than 4:00 p.m. on
25th January, 2008.
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BUSINESS REVIEW AND OUTLOOK
RESULTS AND FINANCIAL HIGHLIGHTS
The Company is an investment holding company which directly and indirectly holds strategic
investments in a number of listed companies. The principal activities of the Group comprise
investment holding, the provision of finance, property investment and treasury investment.
For the six months ended 30th September, 2007, consolidated revenue decreased by
approximately 7% to approximately HK$334 million mainly due to the decrease in revenue
from securities investment. During the period under review, the Group disposed of all its
interest in Trasy Gold Ex Limited (“Trasy”) and reported a gain of approximately HK$163
million on the disposal. In addition, the contribution from Hanny has fully offset the effect of
the non-cash loss of approximately HK$240 million on disposal and dilution of interests in
Hanny. As mentioned in the annual report of the Company for the year ended 31st March,
2007, the Group recognised a non-cash book gain arising from the discount on acquisition of
controlling interest in Hanny which increased the carrying cost of Hanny to the Group and
accordingly gave rise to such non-cash loss even though the disposal price was higher than the
offer price in the general offer of shares of Hanny in November 2006. In spite of the above
non-cash loss, the Group still reported a profit attributable to equity holders of approximately
HK$303 million, an increase of approximately 55% as compared with approximately HK$196
million for the last corresponding period. Basic earnings per ordinary share was HK12.5 cents
(2006: HK8.9 cents). The Board has resolved to pay an interim dividend of HK1.30 cents
(2006: HK1.25 cents, as adjusted by the bonus issue on 5th November, 2007) per ordinary
share, which represents a dividend payment of approximately HK$35 million based on the
total number of ordinary shares in issue as at the date of this announcement (2006: HK$28
million).
Regarding the financial position of the Group compared to last year end date, total assets
decreased by approximately 39% to approximately HK$3,863 million as Hanny and Trasy
ceased to be subsidiaries of the Group during the period under review. Equity attributable to
equity holders increased to approximately HK$3,272 million mainly due to the issue of
300,000,000 new ordinary shares in June 2007 and the profit for the period under review.
REVIEW OF OPERATIONS
During the six months ended 30th September, 2007, the Group continued to hold significant
interests, directly and indirectly, in a number of companies listed in Hong Kong, Canada,
Singapore, the United States (“US”), Australia and Germany, as well as holding high-potential
unlisted investments pursuant to its long-term strategy of exploring potential investments in
an aggressive but cautious manner and maintaining a portfolio of diversified investments.
Strategic Investments
As at 30th September, 2007, the Group had the following significant strategic investments:
Listed strategic investments directly held
Hanny
Hanny is an investment holding company. The Hanny group is principally engaged in the
trading of securities, property investment and trading, holding of vessels for sand mining and
other strategic investments including investments in (i) a subsidiary, the shares of which are
16
listed on the Australian Securities Exchange; (ii) a subsidiary, the shares of which are traded
on the OTC Bulletin Board in the US; (iii) associated companies whose shares are listed on
the Hong Kong Stock Exchange or the Singapore Exchange Limited; and (iv) long-term
convertible notes issued by companies whose shares are listed on the Hong Kong Stock
Exchange. For the six months ended 30th September, 2007, Hanny reported a consolidated
profit attributable to equity holders of approximately HK$581.1 million and its overall after
tax contribution to the Group was a profit of approximately HK$302 million.
PYI Corporation Limited (“PYI”)
Based in Hong Kong, the PYI group focuses on the infrastructure investment in and the
operation of bulk cargo ports and logistics facilities in the Yangtze River region in the Mainland
China. It also engages in land and property development in association with port facilities. In
addition, PYI provides comprehensive engineering and property-related services through Paul
Y. Engineering Group Limited (“Paul Y. Engineering”). For the six months ended 30th
September, 2007, PYI reported a consolidated profit attributable to equity holders of
approximately HK$312.2 million and its overall after tax contribution to the Group was a
profit of approximately HK$84.1 million.
Burcon NutraScience Corporation (“Burcon”)
Burcon is a research and development company developing a portfolio of composition,
application and process patents related to its plant protein extraction and purification
technologies. Burcon’s patented process recovers valuable purified plant proteins from
inexpensive oilseed meal. Burcon, in conjunction with Archer Daniels Midland, is currently
focusing its efforts on developing the world’s first commercial Canola proteins, Puratein
and
Supertein
TM
(the “Products”). Canola is the second-largest oilseed crop in the world after
soybeans. Burcon’s immediate goal is to position the Products to compete with soy, dairy and
egg proteins as an ingredient in prepared foods, nutritional supplements and personal care
products. In June 2007, Burcon was recognised as a TSX Venture 50
TM
company. The TSX
Venture 50
TM
ranks the top 50 emerging public companies listed on the TSX Venture Exchange
in Canada. For the six months ended 30th September, 2007, Burcon’s loss attributable to the
Group was approximately HK$3.1 million.
Hong Kong listed strategic investments indirectly held
Paul Y. Engineering
Paul Y. Engineering is an international engineering services group, serving Hong Kong, the
Mainland China and the international market. It has three core areas of business: management
contracting, property development management and property investment. Paul Y. Engineering
serves a wide spectrum of distinguished clients, including the government and major enterprises.
ITC Properties Group Limited (“ITC Properties”)
(formerly known as Macau Prime Properties Holdings Limited)
The ITC Properties group is principally engaged in property development and investment in
Macau, the Mainland China and Hong Kong. The ITC Properties group is also engaged in golf
resort and leisure operations, securities investment, and loan financing services.
17
See Corporation Limited (“See Corp”)
The See Corp group is principally engaged in the entertainment and media business, which
includes film and television programme production; music production; event production; and
artiste and model management. It also owns significant interest in TVB Pay Vision Holdings
Limited, which operates a pay-television business in Hong Kong.
Wing On Travel (Holdings) Limited (“Wing On Travel”)
The Wing On Travel group is principally engaged in the business of providing package tours,
travel and other related services with branches in Hong Kong, Macau, Canada and the United
Kingdom, and hotel operation business including a hotel chain with the “Rosedale” brand in
Hong Kong and the Mainland China.
Overseas listed strategic investments indirectly held
PSC Corporation Ltd (“PSC”)
PSC focuses on two business clusters which are “Customer Essentials” and “Strategic
Investments”. Its business activities involve grocery franchising and mini-mart chain, food
manufacturing, paper products manufacturing and distribution, media contents production and
distribution, healthcare consultancy and hospital management services, and strategic investments
in high growth sectors including packaging through Tat Seng Packaging Group Ltd. (“Tat
Seng Packaging”).
China Enterprises Limited (“China Enterprises”)
The China Enterprises group is engaged in property investment and development in the Mainland
China, and has substantial interests in certain investment holding companies, the associates of
which are principally engaged in the manufacturing and marketing of tires in the Mainland
China, and providing package tours, travel and other related services, and hotel operation
business.
MRI Holdings Limited (“MRI”)
MRI is an investment company, which has a major investment in one of the leading health and
fitness chains in Australia. The MRI group continues to identify appropriate, strategic investment
opportunities that maximize returns to shareholders, within the clear mandate determined by
shareholders.
Intraco Limited (“Intraco”)
The Intraco group has developed its business portfolio under five core sectors, which are agri-
business and foods, energy and environment, industrial materials, building materials and security
solutions, and semiconductors.
Tat Seng Packaging
Tat Seng Packaging is one of Singapore’s leading manufacturers of corrugated paper packaging
product with operations in Singapore, and Suzhou and Hefei of the Mainland China. Tat Seng
Packaging designs, manufactures and sells corrugated paper packaging products for the packing
of diverse range of products according to customers’ specifications. Its key products include
corrugated paper boards, corrugated paper cartons, die-cut boxes, assembly cartons, heavy
duty corrugated paper products and other packaging related products.
18
The Group’s shareholding interests in listed strategic investments are summarised below:
Listed strategic investments directly held
Shareholding percentage
Name of As at the
investee As at date of this
company Place of listing Stock code 30.9.2007 announcement
Hanny Hong Kong Stock Exchange 275 49.9% 49.9%
PYI Hong Kong Stock Exchange 498 26.8% 26.8%
Burcon TSX Venture Exchange and BU 25.1% 25.0%
Frankfurt Stock Exchange WKN 157793
Hong Kong listed strategic investments indirectly held
Effective interest
Name of As at the
investee As at date of this
company Place of listing Stock code 30.9.2007 announcement
Paul Y. Engineering Hong Kong Stock Exchange 577 17.0% 16.9%
(Note a) (Note a)
ITC Properties Hong Kong Stock Exchange 199 8.2% 14.2%
(Note b) (Note b)
See Corp Hong Kong Stock Exchange 491 8.9% 9.2%
(Note c) (Note c)
Wing On Travel Hong Kong Stock Exchange 1189 9.3% 15.2%
(Note d) (Note d)
19
Overseas listed strategic investments indirectly held
Effective interest
Name of As at the
investee As at date of this
company Place of listing Stock code 30.9.2007 announcement
PSC Singapore Exchange Limited PSC 14.1% 14.1%
(Note e) (Note e)
China Enterprises OTC Bulletin Board, US CSHEF 27.6% 27.6%
(Note c) (Note c)
MRI Australian Securities Exchange MRI 28.6% 28.6%
(Note c) (Note c)
Tat Seng Packaging Singapore Exchange Limited TAT SENG 9.0% 9.0%
(Note f) (Note f)
Intraco Singapore Exchange Limited INTRACO 4.2% 4.2%
(Note f) (Note f)
Notes:
(a) The Group’s interest is held through PYI.
(b) Hanny holds a shareholding interest in ITC Properties. The Group’s effective interest includes
its approximately 5.9% direct shareholding interest in ITC Properties as at the date of this
announcement.
(c) The Group’s interest is held through Hanny.
(d) Hanny and China Enterprises each hold a shareholding interest in Wing On Travel. The Group’s
effective interest includes its approximately 0.7% and 9.1% direct shareholding interest in Wing
On Travel, respectively, as at 30th September, 2007 and as at the date of this announcement.
(e) Hanny holds a shareholding interest in PSC. The Group’s effective interest includes its
approximately 2% direct shareholding interest in PSC as at 30th September, 2007 and as at the
date of this announcement.
(f) The Group’s interest is held through PSC.
20
LIQUIDITY AND FINANCIAL RESOURCES
The Group adopts a prudent funding and treasury policy with regard to its overall business
operations. Cash, bank balances and deposits as at 30th September, 2007 amounted to
approximately HK$191.4 million. As at 30th September, 2007, the Group had bank borrowings
of approximately HK$67.2 million, approximately HK$39.5 million of which is repayable
within one year or on demand. In addition, the redeemable convertible preference shares
(Stock code: 206) (the “Preference Shares”) with an aggregate redemption value of
approximately HK$281 million were redeemed on 5th November, 2007.
As at 30th September, 2007, all the Group’s borrowings, except the Preference Shares, were at
floating interest rates and the Group’s current ratio was 2.
EXCHANGE RATE EXPOSURE
As at 30th September, 2007, approximately 2% of the cash, bank balances and deposits were
in other currencies and only approximately 5% of the Group’s total borrowings of approximately
HK$357.7 million were denominated in Canadian dollars. The Canadian dollars denominated
borrowings are directly tied in with the Group’s business in Canada.
GEARING RATIO
The Group’s gearing ratio, calculated on the basis of the Group’s net borrowings of
approximately HK$166.3 million over equity attributable to equity holders of approximately
HK$3,272.1 million, was 5.1% as at 30th September, 2007, as compared with 45.9% as at 31st
March, 2007.
PLEDGE OF ASSETS
As at 30th September, 2007, certain of the Group’s properties, certain shares of associates,
margin account receivables, held for trading investments and derivative financial instruments
with an aggregate carrying value of approximately HK$269.9 million were pledged to banks
and financial institutions to secure general facilities granted to the Group.
CONTINGENT LIABILITIES
As at 30th September, 2007, the Group had contingent liabilities in respect of guarantee given
to banks on general banking facilities granted to an associate and financial support given to
the associate of HK$54.8 million and approximately HK$7.6 million, respectively.
EMPLOYEE AND REMUNERATION POLICY
As at 30th September, 2007, the Group employed a total of 71 employees. It is the Group’s
remuneration policy that the employees’ remuneration is based on the employees’ skills,
knowledge and involvement in the Company’s affairs and is determined with reference to the
Company’s performance, as well as remuneration benchmark in the industry and the prevailing
market conditions. The ultimate objective of the remuneration policy is to ensure that the
Group is able to attract, retain and motivate a high-calibre team which is essential to the
success of the Company. The Group also offers other benefits to employees including
discretionary bonus, training, provident funds and medical coverage. Share option schemes
are established for, among others, the eligible employees but no share option was granted
during the period under review and there was no outstanding share option granted by the
Company as at 30th September, 2007.
21
MAJOR EVENTS
The major events of the Group during the six months ended 30th September, 2007 are
summarised below:
The Company
In June 2007, a placing and subscription agreement was entered into between the Company,
Dr. Chan Kwok Keung, Charles (“Dr. Chan”) and a placing agent, pursuant to which the
placing agent agreed to place 300,000,000 existing ordinary shares of the Company at the
price of HK$0.74 per share on behalf of Dr. Chan and Dr. Chan agreed to subscribe for
300,000,000 new ordinary shares of the Company at the price of HK$0.74 per share. The
placing and subscription were both completed in June 2007.
In July 2007, the Company proposed a bonus issue of new ordinary shares on the basis of one
new ordinary share for every five ordinary shares held by members whose names appear on
the register of holders of ordinary shares of the Company as at the close of business on 15th
October, 2007. In November 2007, 434,800,319 bonus shares were issued.
In September 2007, a placing agreement was entered into between the Company and a placing
agent for the proposed issue and placing of 5% convertible notes due 2009 (the “Convertible
Notes”). The placing agent agreed to place, on a best effort basis, up to a maximum aggregate
principal amount of HK$200,000,000 Convertible Notes at an initial conversion price of
HK$0.75 per ordinary share. In November 2007, the Convertible Notes were issued at the
principal amount of HK$200,000,000. Due to the bonus shares of the Company issued in
November 2007, the conversion price was adjusted from HK$0.75 to HK$0.63 per ordinary
share.
Hanny
In April 2007, a placing and subscription agreement was entered into between the Company,
Hanny and a placing agent, pursuant to which the placing agent agreed to place 43,500,000
existing shares of Hanny at the price of HK$3.40 per share on behalf of the Company and the
Company agreed to subscribe for 43,500,000 new shares of Hanny at the price of HK$3.40 per
share. The placing and subscription were both completed in April 2007.
In April 2007, Hanny group conditionally agreed to subscribe for 125,000,000 new shares of
Wonson International Holdings Limited (Stock code: 651) (“Wonson”) at the price of HK$0.16
per share and HK$40 million redeemable convertible notes of Wonson at face value. The
subscriptions were completed in May 2007.
In May 2007, the Group disposed of 21,000,000 shares of Hanny at HK$5 per share to
independent third parties. Upon the conversion of convertible bonds of Hanny by independent
third parties, Hanny ceased to be a subsidiary of the Company.
In August 2007, the Group acquired the 2% convertible bonds due 2011 of Hanny in the
principal amount of HK$88,217,520 at a consideration of HK$69,691,840.
22
In August 2007, the Company and Hanny entered into a subscription agreement, pursuant to
which the Company agreed to subscribe for up to 499,000,000 new shares of Hanny at the
price of HK$0.35 per share. As a result of bonus issue of Hanny, the subscription price was
adjusted to HK$0.29 per share in September 2007. The subscription was completed in October
2007.
The Group’s shareholding interest in Hanny is approximately 49.9% as at the date of this
announcement.
Trasy
In May 2007, the Hong Kong Stock Exchange approved the resumption of trading in the
shares of Trasy following the submission of a resumption proposal with updated information
on Trasy in terms of its operation, financial position and performance, corporate governance,
and the adequacy and effectiveness of its internal control system.
In June 2007, Trasy ceased to be a subsidiary of the Company upon the exercise of Trasy
share options by an independent third party.
In June, August and September 2007, three respective sets of placing and subscription
agreements were entered into between the Group, Trasy and placing agents, pursuant to which
the placing agents agreed to place 550,000,000, 330,000,000 and 335,000,000 existing shares
of Trasy at prices of HK$0.20, HK$0.19 and HK$0.162 per share respectively on behalf of the
Group and the Group agreed to subscribe for 550,000,000, 330,000,000 and 335,000,000 new
shares of Trasy at the respective prices of HK$0.20, HK$0.19 and HK$0.162 per share. The
placings and subscriptions were completed in June and September 2007.
In September 2007, the Group disposed of 1,197,451,139 shares of Trasy on the Hong Kong
Stock Exchange, through broker, at a price of HK$0.1 per share. In addition, the Group
donated 10,000,000 shares of Trasy to the Community Chest of Hong Kong. Immediately after
the disposal and the donation, the Group ceased to hold any shares of Trasy.
MAJOR SUBSEQUENT EVENT
In November 2007, all outstanding Preference Shares were redeemed at HK$1.06 per share.
Listing of the Preference Shares was withdrawn after 4:00 p.m. on 5th November, 2007.
SECURITIES IN ISSUE
As a result of the issue of new ordinary shares under scrip dividend scheme, bonus issue and
the conversion of Preference Shares during the period under review and the redemption of the
Preference Shares in November 2007, the total number of issued ordinary shares of the Company
of HK$0.10 each is 2,658,718,149 as at the date of this announcement.
OUTLOOK
The Hong Kong economy has achieved above-trend growth over the past sixteen quarters.
Despite the impact of macroeconomic measures in the Mainland China, and tighter credit
conditions arising from the recent sub-prime mortgage problem, the Hong Kong economy is
expected to grow at a steady pace on the back of the envisaged benefits from further integration
and co-ordination with the Mainland China economy.
23
The Group’s long-standing aim is to maintain a portfolio of diversified investments and increase
their value. A prime example in this interim period is the successful resumption of trading in
the shares of Trasy by which we captured a significant gain on realizing the investment.
Building on our strength, we will continue to pursue quality investments, in an aggressive but
cautious manner, which can provide sustainable growth and returns, and to pursue high-
potential investments that are undervalued by the market. The Group will continue to provide
full support to the investee companies, and to enhance their value through participation in or
close liaisons with their managements. The strategic framework that has led us to success
provides us the basis to prosper on sustained growth, and to maximise shareholders return.
Barring unforeseen circumstances, the Group is confident about the prospects of its investment
and business operation.
PURCHASE, SALE OR REDEMPTION OF THE COMPANY’S LISTED SECURITIES
During the six months ended 30th September, 2007, there were no purchases or sales by the
Company, or any of its subsidiaries, of the Company’s listed securities except for the redemption
of 265,062,000 Preference Shares at the redemption price of HK$1.06 per share with an
aggregate redemption value of approximately HK$281 million on 5th November, 2007.
CODE ON CORPORATE GOVERNANCE PRACTICES
The Company has, throughout the six months ended 30th September, 2007, complied with the
code provisions of the Code on Corporate Governance Practices contained in Appendix 14 to
the Listing Rules.
MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORS
The Company has adopted the Model Code for Securities Transactions by Directors of Listed
Issuers set out in Appendix 10 to the Listing Rules as its own code of conduct regarding
securities transactions by the directors of the Company (the “Model Code”). All directors of
the Company have confirmed, following specific enquiry by the Company, that they complied
with the required standard set out in the Model Code for the six months ended 30th September,
2007.
PUBLICATION OF INTERIM RESULTS AND INTERIM REPORT
This results announcement is available for viewing on the website of the Hong Kong Stock
Exchange at www.hkex.com.hk under “Latest Listed Company Information” and on the website
of the Company at www.itc.com.hk under “Announcement and Circulars”. The interim report
will be despatched to the shareholders of the Company and will also available at the aforesaid
websites.
By Order of the Board
Dr. Chan Kwok Keung, Charles
Chairman
Hong Kong, 21st December, 2007
24
As at the date of this announcement, the Board comprises:
Executive Directors: Independent non-executive Directors:
Dr. Chan Kwok Keung, Charles (Chairman) Mr. Chuck, Winston Calptor
Ms. Chau Mei Wah, Rosanna Mr. Lee Kit Wah
(Deputy Chairman and Managing Director) Hon. Shek Lai Him, Abraham, SBS, JP
Mr. Chan Kwok Chuen, Augustine
Mr. Chan Fut Yan
Mr. Cheung Hon Kit
Please also refer to the published version of this announcement in The Standard.
Announcement of Interim Results for the Six Months Ended 30 September 2007 |
