Sun Qiang Chang (Chairman)
Gao Jian Min (Vice Chairman)
Zhao Jian Gong
* Independent Non-Executive Director
|Company Secretary||Legal Advisors|
|Tung Tat Chiu, Michael||Woo, Kwan, Lee & Lo|
|The Hongkong and Shanghai Banking|
International Bank of Asia Limited
The Kwangtung Provincial Bank
Sin Hua Bank Limited
|Deloitte Touche Tohmatsu|
|Registered Office||Principal Office|
|Suite 4701, 47th Floor,|
18 Harbour Road,
|Registrars (in Bermuda)||Registrars (in Hong Kong)|
|Butterfield Corporate Services Limited|
14 Bermudiana Road
5th Floor, Wing On Centre,
111 Connaught Road Central,
The board of Directors (the "Directors") of SilverNet Group Limited (the "Company") announces that the unaudited consolidated results of the Company and its subsidiaries (the "Group") for the twelve months ended 31 August 2000 together with comparative figures for the corresponding period in previous year are as follows:
CONSOLIDATED INCOME STATEMENT
For the twelve months ended 31 August 2000
31 August 31 August 2000 1999 (unaudited) (audited) Notes HK$'000 HK$'000 Turnover 3 112,412 87,972 Cost of sales (54,969) (68,701) -------- -------- 57,443 19,271 Other revenue 4 21,204 909 Selling and administration costs (90,218) (63,848) Other operating expenses (4,583) (46,258) -------- -------- Loss from operations before finance costs (16,154) (89,926) Finance costs (8,325) (7,256) -------- -------- Loss from operations (24,479) (97,182) Share of results of associates (304) - Loss on disposal of discontinued operations (6,168) - -------- -------- Loss before tax (30,951) (97,182) Income tax expenses 6 - (11) -------- -------- Loss after tax (30,951) (97,193) Minority interest 29 (170) -------- -------- Net loss for the period/year 7 (30,980) (97,023) Dividend - - -------- -------- Loss retained for the period/year (30,980) (97,023) ======== ======== Loss per share - basic (cents) 8 (1.50) (9.84) ======== ========
CONSOLIDATED BALANCE SHEET
As at 31 August 2000
31 August 31 August 2000 1999 (unaudited) (audited) Notes HK$'000 HK$'000 NON-CURRENT ASSETS Property, plant and equipment 9 17,402 16,377 Investment properties 9 80,998 76,500 Intangible assets 4,644 8,499 Interests in associates 119,676 - Investment in securities 79,730 2,150 -------- -------- 302,450 103,526 CURRENT ASSETS Inventories - 20,610 Debtors, deposits and prepayments 40,096 11,100 Loans to related companies 51,722 - Amount due from minority shareholders of subsidiaries 1,756 - Bank balances and cash 167,886 15,503 -------- -------- 261,460 47,213 CURRENT LIABILITIES Creditors and accrued charges (4,285) (24,175) Amount due to a minority shareholder of a subsidiary (6,410) - Amount due to shareholders (4,847) - Bank borrowings - due within one year (6,633) (23,489) Obligations under hire purchase contracts - due within one year (15) (13) -------- -------- (22,190) (47,677) -------- -------- NET CURRENT ASSETS/(LIABILITIES) 239,270 (464) -------- -------- 541,720 103,062 ======== ======== CAPITAL AND RESERVES Share capital 10 360,038 104,464 Share premium 378,002 82,229 Accumulated deficit (177,970) (145,462) Translation reserve 1,430 (1,528) (Goodwill reserve)/Capital reserve (69,221) 510 -------- -------- 492,279 40,213 MINORITY INTERESTS 17,834 - NON-CURRENT LIABILITIES Bank borrowings - due after one year 31,607 43,620 Obligations under hire purchase contracts - due after one year - 14 Loan from former ultimate holding company - 19,215 -------- -------- 541,720 103,062 ======== ========
CONSOLIDATED CASH FLOW STATEMENT
For the twelve months ended 31 August 2000
31 August 31 August 2000 1999 (unaudited) (audited) HK$'000 HK$'000 NET CASH OUTFLOW FROM OPERATING ACTIVITIES (52,988) (30,087) RETURNS ON INVESTMENTS AND SERVICING OF FINANCE Interest received from bank and other loans 3,489 154 Interest paid on hire purchase contracts (3) (3) Interest paid on bank borrowings and other loans (8,322) (7,359) -------- -------- NET CASH OUTFLOW FROM RETURNS ON INVESTMENTS AND SERVICING OF FINANCE (4,836) (7,208) TAX REFUNDED/(PAID) 69 (42) INVESTING ACTIVITIES Proceeds from disposal of investment properties 5,728 31,372 Purchase of property, plant and equipment (18,485) (452) Purchase of investment properties (436) (274) Purchase of subsidiaries 787 (16,707) Acquisition of associates (2,000) - Acquisition of investment in securities (77,930) - Proceeds from disposal of subsidiaries 6,939 - Proceeds from disposal of property, plant and equipment - 28 Decrease in pledged bank deposits 10,440 753 -------- -------- NET CASH (OUTFLOW)/INFLOW FROM INVESTING ACTIVITIES (74,957) 14,720 NET CASH OUTFLOW BEFORE FINANCING (132,712) (22,617) FINANCING Issue of shares 359,038 - Repayment of bank loans (10,487) (19,303) Repayment of loan to the former ultimate holding company (19,215) - Repayment of obligations under hire purchase contracts (13) (8) Amount due to a minority shareholder of a subsidiary 6,410 - Amount due to shareholders by a subsidiary 4,847 - Loans to related companies (51,722) - Amount due from shareholders of subsidiaries (1,756) - Additional investments on subsidiaries by minority shareholder 25,133 - New bank loans raised - 66,369 Repayment of amount due to a related company - (47,357) Loan from the former ultimate holding company - 19,215 -------- -------- NET CASH INFLOW FROM FINANCING 312,235 18,916 -------- -------- INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS 179,523 (3,701) CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD/YEAR (11,636) (7,935) -------- -------- AT END OF THE PERIOD/YEAR 167,887 (11,636) ======== ========
CONSOLIDATED STATEMENT OF RECOGNISED GAINS AND LOSSES
For the twelve months ended 31 August 2000
31 August 31 August 2000 1999 (unaudited) (audited) HK$'000 HK$'000 Exchange differences on translation of the financial statements of foreign associates 1,430 - Movement of goodwill taken directly to reserves (69,221) 510 -------- -------- Net gains and losses not recognised in the consolidated income statement (67,791) 510 Net loss for the period/year (30,980) (97,023) -------- -------- Total recognised gains and losses (98,771) (96,513) ======== ========
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the twelve months ended 31 August 2000
1. Accounting Policies
The consolidated financial statements have been prepared under the historical cost convention, as modified for the revaluation of investment properties and investment in securities.
The consolidated financial statements have been prepared in accordance with the Statement of Standard Accounting Practice 25 ("SSAP 25") "Interim Reporting". The accounting policies adopted are consistent with those followed in the Group's annual financial statements for the year ended 31 August 1999, except as described below.
Investments in securities
SSAP 24 "Accounting for investments in securities" has introduced a new framework for the classification of investments in securities. In adopting SSAP 24, the Group has selected the benchmark treatment for securities other than held-to-maturity securities. Investment securities, which are securities held for an identified long-term strategic purpose, are measured at subsequent reporting dates at cost, as reduced by any impairment loss that is other than temporary. There is no significant impact on the opening reserves as at 1 September 1998 and 1999 upon the adoption of SSAP 24, thus, no prior period adjustment is required.
Interests in associates
The Group has adopted SSAP 10 (revised) "Accounting for investments in associates" for interests in associates.
An associate is an enterprise over which the Group is in a position to exercise significant influence, including participation in financial and operating policy decisions.
The consolidated income statement includes the Group's share of the post-acquisition results of its associates for the year. In the consolidated balance sheet, interests in associates are stated at the Group's share of the net assets of the associates plus the premium paid and less any discount on acquisition in so far as it has not already been written off or amortised.
When the Group transacts with its associates, unrealised profits and losses are eliminated to the extent of the Group's interest in the relevant associates, except where unrealised losses provide evidence of an impairment of the asset transferred.
2. SEGMENT INFORMATION
Revenue Segment Result 2000 1999 2000 1999 HK$'000 HK$'000 HK$'000 HK$'000 Continuing Operations: Property investment 8,730 33,993 1,943 (2,434) ------- ------- ------- ------- 8,730 33,993 1,943 (2,434) Discontinued operations: Sales of goods 103,682 53,979 (20,119) (41,116) Battery cells - - - (166) ------- ------- ------- ------- 112,412 87,972 (18,176) (43,716) ======= ======= Unallocated corporate expenses (10,239) (46,258) Interest (net) (2,232) (7,208) ------- ------- (30,647) (97,182) ======= =======
Revenue Segment Result 2000 1999 2000 1999 HK$'000 HK$'000 HK$'000 HK$'000 PRC 18,456 37,616 6,973 (37,262) Hong Kong 93,956 50,356 (35,388) (52,712) ------- ------- ------- ------- 112,412 87,972 (28,415) (89,974) ======= ======= Interest (net) (2,232) (7,208) ------- ------- (30,647) (97,182) ======= =======
An analysis of turnover by activities during the year is as follows:
2000 1999 HK$'000 HK$'000 Continuing operations: Proceeds from disposal of investment properties 5,800 31,800 Rental Income 2,930 7,025 ------- ------- 8,730 38,825 Discontinued operations: Sales of goods 103,682 49,147 ------- ------- 112,412 87,972 ======= =======
4. OTHER REVENUE
2000 1999 HK$'000 HK$'000 Other revenue Profit on deemed disposal of interest in a subsidiary 12,000 - Bank interest income 5,804 48 Write back of inventory provision 2,050 - Others 1,350 861 ------- ------- 21,204 909 ======= =======
During the period, depreciation of HK$2.9 million (1999: HK$2.5 million) was charged in respect of the Group's property and plant and equipment, and amortisation of HK$0.8 million (1999: HK$1.3 million) was charged in respect of the Group's intangible assets.
No profits tax is provided in the financial statement as the Group does not have any assessable profit for the period. The charge in 1999 represented the underprovision of Hong Kong Profits Tax in prior years.
7. SECOND INTERIM DIVIDEND
The Directors do not propose any interim dividend for the period (1999: Nil).
8. LOSS PER SHARE
The calculation of the basic loss per share is based on the loss attributable to the shareholders of HK$30,980,000 (1999: HK$97,023,000) and on the weighted average number of 2,071,354,570 shares (1999: 985,729,871 shares) in issue during the period.
Since the employee share options have no dilutive effect on the loss per share, no diluted loss per share is calculated for the current period and the corresponding period last year.
9. TANGIBLE ASSETS
During the period, the Group acquired one residential apartment in Macau at HK$1.1 million and sixteen office apartments in the PRC at HK$8.9 million respectively. The consideration was satisfied by the issue and allotment of 9,545,454 new shares and 80,909,090 new shares of the Company respectively. The properties are held for investment purposes.
In addition, a subsidiary of the Group spent approximately HK$16.3 million on the acquisition of computer equipment and on the development of software platform in order to set up its integrated server-client platform for the provision of e-business consultancy services in the PRC.
The Group sold one residential property in Hong Kong at a loss of approximately HK$72,000.
10. SHARE CAPITAL
Number of shares Amount HK$'000 Authorised: Shares of HK$0.10 each at 31 August 2000 6,000,000,000 600,000 ============= ============= Issued and fully paid: Balance as at 1 September 1999 1,044,636,470 104,464 Issue of new shares acquisition of investment properties 90,454,544 9,046 issue share to new shareholders 1,950,000,000 195,000 investment in associate company 33,333,333 3,333 acquisition of subsidiaries 481,951,220 48,195 ------------- ------------- Balance as at 31 August 2000 3,600,375,567 360,038 ============= =============
11. OPERATING RESULTS
For the 12 months ended 31 August 2000, the Group recorded a turnover of HK$112.4 million, representing an increase of 28% over the corresponding period last year. The increase was primarily contributed by the apparel retail business of "San Dino" in Hong Kong and the PRC. San Dino was acquired by the Group in August 1999. During the period, San Dino contributed HK$85.4 million or 76% of the total turnover of the Group. The increase was, however, partially offset by the poor performance of "Giovanni Valentino", and lower income from the sale of investment properties as the Group only sold one property during the period as compared to three properties last year.
The net loss attributable to shareholders for the period was HK$31 million, resulting in a loss per share of 1.5 cents. The net loss for the period and the loss per share had been improved by 68.1% and 85% respectively as compared to the corresponding period last year.
12. BUSINESS REVIEW
As disclosed in the interim report for the six months ended 29 February 2000, the Board would undertake a review of the Group's apparel retail business to decide whether such operations should be continued. The Board subsequently decided that, with the introduction of Warburg Pincus and Merrill Lynch as new shareholders to the Company, it would be in the long term interest of the Group to focus on technology investments. As a result, the apparel retail business of Giovanni Valentino and San Dino were sold in April 2000 and August 2000 respectively. In addition, the Board is currently undergoing a review to dispose of the Group's investment properties in Shanghai and Macau.
In respect of new investments, in addition to the series D preference shares in Shanghai Mecox Lane Holdings Co., Ltd. which was acquired in March 2000, the Group has made three new acquisitions since February 2000. In April 2000, the Group acquired a 83.33% equity interest in eGoChina Holdings Limited, a company which provides technology consultancy and management information and support services to a travel portal which specialises in providing travel-related information and air ticket booking services to corporate customers in China. In June 2000, the Group further acquired a 41% equity interest in Xin Hua Control Engineering Co., Ltd., a company in Shanghai which specialises in the manufacture and sale of electro-hydraulic control systems and other control systems for power plants and large scale manufacturing plants. The Group also acquired a 22.57% equity interest in IBR, Inc., an internet data center and infrastructure related company based in South Korea. The investments were made with a combination of new issue of shares and cash.
The Board is determined to build a portfolio of high quality technology-related investments which in the long term will provide significant profitability to the Group. In this regard, a new chief executive officer with extensive investment banking experience was appointed in September 2000 to provide professional management and to implement the strategic plans as laid down by the Board with the objective of creating long term shareholder value.
13. FINANCIAL POSITION
As mentioned under Business Review, the Group has disposed of its apparel retail business so as to prepare itself for focussing on technology-related investments. The financial position of the Group remained healthy and, apart from the HK$38.2 million bank mortgage loans, the Group had a minimal amount of trade liabilities and commitments. As at 31 August 2000, the Group had HK$167.9 million cash on hand. This forms a solid foundation for the Group's forthcoming expansion and development.
14. ACQUISITION AND DISPOSAL OF INVESTMENTS
Acquisition of Investment Securities
On 20 March 2000, the Group acquired 1,733,832 series D preference shares in Shanghai Mecox Lane Holdings Co., Ltd. ("Mecox Lane"), representing approximately 12.2% of the total equity capital of the company, at a cash consideration of US$10 million. Mecox Lane is engaged in data-base direct marketing business through mail ordering and internet ordering.
Acquisition of Associates
On 23 December 1999, the Group acquired a 35% equity interest in Shenzhen Yuanheng Liquid Crystal Display Industry Development Co., Ltd. at a consideration of HK$7,000,000. The consideration was satisfied by HK$2,000,000 cash and the issue of convertible notes by the Company in the principal amount of HK$5,000,000. The convertible notes were converted into 33,333,333 ordinary shares of the Company at a price of HK$0.15 each on 13 March 2000.
On 12 June 2000, the Group acquired the entire equity interest of New China Control Systems Limited ("New China") at a consideration of US$10 million. The consideration was satisfied by the issue and allotment of 211,382,114 new shares of the Company. The sole material asset of New China is a 41% equity interest in Xin Hua Control Engineering Co., Ltd. whose principal activities are the manufacture and sale of electro-hydraulic control systems and other systems for power plants and large scale manufacturing plants.
On 12 June 2000, the Group acquired the entire equity interest of WP Seoul I. Inc. ("WPS") at a consideration of US$12.8 million. The consideration was satisfied by the issue and allotment of 270,569,106 new shares of the Company. The sole material asset of WPS is an approximately 22.57% equity interest of IBR, Inc. ("IBR"). The principal business of IBR is the provision of internet connection and infrastructure related services in South Korea.
The above transactions have been accounted for using the equity method of accounting. During the period, the Group shared approximately HK$304,000 losses from the above three associated companies.
Acquisition of Subsidiaries
On 10 April 2000, the Group acquired the entire equity interest of Rado International Ltd. at a consideration of US$1.8 million. The sole material asset of Rado International Ltd. is a 83.33% equity interest of eGoChina Holdiings Limited, an investment holding company which holds a 90% equity interest of eGoChina.com Ltd ("eGoChina"). The main business of eGoChina is the provision of management support and information technology consultancy to a travel portal providing travel-related information and air ticket booking services to corporate customers in China.
The following summaries the effect of the acquisition of subsidiaries:
HK$'000 Net assets acquired 11,648 Goodwill arising on acquisition 3,392 ------- Total consideration 15,040 ======= Net cash inflow arising on acquisition Cash consideration (15,040) Bank balances and cash acquired 15,827 ------- 787 =======
The subsidiary did not make any significant contribution to the operating results of the Group during the period.
Disposal of Subsidiaries
In May 2000, the Group disposed of the Eastward group of companies, which carried out the retail business under the brand name of "Giovanni Valentino". Further in August 2000, the Group disposed of the San Dino group of companies, which carried out the retail business under the brand name of "San Dino", "Di Bazzato" and "Otto Baci".
The result of the discontinued operation for the interim reporting period were as follows:
Eastward Group San Dino Group 8 months ended 12 months ended 30 April 00 31 August 00 HK$'000 HK$'000 Revenue 7,607 54,518 Operating costs (10,678) (56,724) Selling expenses (2,052) (2,175) Other operating costs (3,099) (648) Finance costs (138) (3,254) -------- -------- Loss from ordinary activities (8,360) (8,283) ======== ========
A net loss of HK$6 million was incurred on the disposal of the Eastward and San Dino group of companies.
As the books and records of the Eastward and San Dino group of companies had been delivered to and are now kept by the purchaser, and due to change of management, the Group has only adopted their management reports as the basis of the Group's consolidation. No adjustments have been made in respect of their operating results and information as disclosed in their management reports. However, any adjustments to the amount consolidated would result in corresponding adjustment having to be made to the other components in the Group's income statement, which would have no overall effect on the Group's net loss for the twelve months ended 31 August 2000.
On 12 June 2000, eGoChina Holdings Limited allotted 2,000,000 and 1,000,000 and 100,000 preferred shares to Atlantic Cay International Limited, iVentures I, L.P. and Comtech Development Co. Ltd. respectively. As a result, US$3,100,000 in total, or HK$23.4 million equivalent, was raised for the future development of eGoChina. The shareholding of the Group in eGoChina Holdings Limited was reduced to approximately 61.98% after the share allotment.
A profit of HK$12 million was earned on the deemed disposal of eGoChina Holdings Limited.
15. CONTINGENCIES AND COMMITMENTS
Operating lease commitment
The Group had commitments payable in the following year under non-cancelable operating leases expiring in 2 to 5 years in respect of rented properties amounting to approximately HK$1,907,000 (1999: HK$5.7 million in respect of leases expiring within 1 year and HK$27.3 million in respect of leases expiring in 2 to 5 years).
Commitment on the investment in a joint venture
The Group had entered into a joint venture agreement with Beijing eGoChina e-Commerce Company Limited in which the Group was committed to invest US$4,500,000 within three years from February 2000. As at 31 August 2000, the amount not yet contributed by the Group is US$700,000.
16. POST BALANCE SHEET EVENTS
Subsequent to the second interim reporting date, the Group acquired 15.29% of the entire issued share capital of Great Choices Int'l Limited at a consideration of HK$14 million to be satisfied by the issue and allotment of 35 million new shares of the Company. Details of the acquisition are set out in the Group's circular dated 3 October 2000.
17. DIRECTOR'S INTEREST IN SHARES
Saved as disclosed in the section "Directors' Right to Acquire Shares or Debenture" below, none of the Directors or their respective associates held any interest in the share capital of the Company or any of its associated corporations.
18. DIRECTORS' RIGHT TO ACQUIRE SHARES OR DEBENTURE
According to the register maintained by the Company pursuant to Section 29 of the Securities (Disclosure of Interests) Ordinance of the laws of Hong Kong (the "SDI Ordinance"), certain directors of the Company were granted share options (pursuant to the share option scheme of the Company adopted at the Company's annual general meeting on 26 July 1993). Details of directors' share option as at 31 August 2000 are as below:
Shares Issuable Name of Subscription Price Under the Director Per Share Option Exercisable Period Share Options HK$ Sun Qiang Chang 0.29 24 May 2000 - 23 May 2010 50,000,000 Gao Jian Min 0.52 10 March 2000 - 9 March 2010 50,000,000 Zhao Jian Gong 0.52 10 March 2000 - 9 March 2010 30,000,000 Wang Tianye 0.52 10 March 2000 - 9 March 2010 20,000,000 ----------- 150,000,000 ===========
No share option was exercised by the directors during the period.
Save as disclosed above, at no time during the twelve months ended 31 August 2000 was the Company, or any of its fellow subsidiaries or associated corporations a party to any arrangement to enable the Directors or any of their spouses or children under eighteen years of age to acquire benefits by means of acquisition of shares in or debentures of the Company or any other body corporate.
19. SUBSTANTIAL SHAREHOLDERS
As at 31 August 2000, the register of substantial shareholders maintained by the Company pursuant to Section 16(1) of the SDI Ordinance shows the following persons as having an interest in 10% or more in the issued share capital of the Company:
Number of Ordinary % of Total Name of Shareholder Share Held Issued Shares Fantasy Resources Limited 1,100,000,000 30.55% Silver Grant International Industries Limited (Note 1) 1,103,490,000 30.65% Atlantic Cay International Limited 770,569,106 21.40%
|Note (1)||Fantasy Resources Limited is a wholly owned subsidiary of Silver Grant International Industries Limited. Accordingly, Silver Grant International Industries Limited is deemed to be interested in the 1,100,000,000 Shares held by Fantasy Resources Limited.|
Saved as disclosed above, the register of substantial shareholders showed that the Company had not been notified of any interests representing 10% or more of the issued share capital of the Company at 31 August 2000.
20. AUDIT COMMITTEE
The Group has an audit committee comprising all the independent non-executive directors of the Company. During the year, the audit committee has held two meetings to review the interim results of the Group, and to discuss the internal controls and other relevant matters of the Group.
21. PURCHASE, SALE OR REDEMPTION OF THE COMPANY'S LISTED SECURITIES
During the twelve months ended 31 August 2000, neither the Company nor any of its subsidiaries purchased, sold or redeemed any of the Company's listed securities.
22. CODE OF BEST PRACTICE
One of the independent non-executive directors resigned with effect from 3 August 2000, and the office remains vacant as at today. Pursuant to the Rule 3.10 of the Listing Rule, the Company is required to have at least two independent non-executive directors. The Company is at present actively looking for a suitable candidate for the office of the second independent non-executive directors.
Save as disclosed above, none of the directors of the Company is aware of any information that would reasonably indicate that the Company is not, or was not for any part of the 12 months ended 31 August 2000, in compliance with the Code of Best Practise as set out in Appendix 14 of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited.
23. CHANGE OF YEAR END DATE
In order to have the conterminous year end date of the ultimate holding company, the Board resolved that the Company's year end date be changed from August 31 to December 31.
Following the change, the Group drew up this second interim report for the twelve months ended 31 August 2000. The audited results of the Group for the sixteen months ending 31 December 2000 will be published on or before 30 April 2001.
By Order of the Board
Sun Qiang Chang
HKSAR, 24 November 2000
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