 |
 |
¡@ |
|
 |
|
 |
 |
 |
enterpriseAsia Plc
- 2001 Interim Report
Chairman's statement
27
September, 2001
Dear Shareholder,
I am pleased to present to you the 2001 interim business
and financial report from your Board of Directors,
covering the 6-month period ended 30 June, 2001 (the
"Period").
Results
For the Period, your company and its subsidiaries recorded
an unaudited consolidated loss of GBP283,811, in contrast
to a loss of GBP27,528 in the period from 11 January, 2000
(date of incorporation) to 30 June, 2000 (the
"Previous Period"). The larger loss this year
was mainly due to the following reasons :-
- Reduced interest income as a significant amount of
funds have been invested;
- A larger scale of operations to manage our
investment portfolio;
- The Previous Period only had approximately 4
months in operation.
Your company and its subsidiaries received total income of
GBP83,767 in the Period (Previous Period : GBP216,918).
The breakdown of this income is as follows :
|
Interest
receivable
|
GBP
|
77,788
|
Rental
and administration fee income
|
GBP |
5,979
|
|
As at 30
June, 2001, your company's unaudited net asset value per
share was 4.45p , and its cash balance per share was
0.81p.
Dividends
Your Directors are not recommending the payment of a
dividend for the Period.
Business Strategy
During the Period your company continued its business
strategy of investing in start-up and early stage
companies related to information technology
("IT"), with a focus upon projects arising from
the Far East. Our investments aim at returns over a medium
to long term time frame, typically 3 to 5 years.
As a general rule, your company does not take up a
controlling interest in any investee project, but board
representation is mandatory as far as practicable.
Therefore, in addition to funding, your company also
provides strategic and management expertise to the
investee projects.
Implementation of Strategy
During the Period our business efforts were gradually
shifted from the solicitation and evaluation of investment
opportunities, to managing the launch and growth of
existing projects in our portfolio. However, a steady
inflow of new business prospects was still maintained in
order to sustain a reasonable market profile for the
company as a whole, and to explore synergistic
opportunities for our investee projects.
Your management team works from their operating office
based in the Hong Kong Special Administrative Region
("Hong Kong"), to benefit from the city's
strategic location in our projects' key markets, and its
stable legal and financial environment as well as
efficient telecommunications and transportation
infrastructure. The team has grown from an initial head
count of two at the time of your company's flotation on
the Alternative Investment Market of the London Stock
Exchange, to a team of five who collectively offer
extensive experiences covering corporate finance, IT,
marketing, sales, retail and administration. Such
expertise represents essential elements to the future
success of early-stage business ventures.
The Investment Portfolio
Your company's portfolio consisted of 7 projects at the
beginning of the Period. A new project, Topsky Corporation
Limited, was added to the portfolio in June, 2001.
|
|
Month
Investment
Was Made |
Original
Investment(Approximate amount
in GBP) |
%
of Equity Held
as on
30 June 2001 |
Cybermax
Network Technology Limited |
Sept
2000 |
1,379,000 |
49% |
UFO
Solutions Limited |
Sept
2000 |
1,280,000 |
49.87% |
Topsky
Corporation Limited |
June
2001 |
1,260,000 |
49% |
Net
Fun Limited |
Sept
2000 |
1,223,000 |
8% |
CFN
(UK) Limited |
July
2000 |
1,200,000 |
44% |
ecAgent.com
Limited |
Aug
2000 |
1,170,000 |
33% |
P&S
International Limited |
June
2000 |
856,000 |
2.2% |
iBASE
Holdings Limited
|
June
2000
Jan 2001 |
257,000
129,000 |
49%
loan |
|
A
description of the business nature and progress of these
projects can be found under "Your Investment
Portfolio" after this Statement.
Notwithstanding the use of fundamental judgements in
investment decisions, it is inevitable that certain
projects may not perform as planned. Through their close
supervision of each project's progress, your executive
team continuously assesses the status and prospect of all
the investments, and where appropriate they may recommend
a viable early exit on any project. The exit may either
bring a modest profit or result in a loss that is
contained, as cash drain can be halted in a timely manner.
On the other hand, when approached for an early exit on
certain more promising projects, your executive team will
also endeavour to optimize your company's potential return
from such opportunities.
Market
Most of your company's investee projects are based in Hong
Kong, with a target market in Greater China (Mainland
China, Taiwan, Hong Kong and the Macau Special
Administrative Region). While the economic growth in this
whole region has been impressive by world standards, the
business climate in Mainland China has recently become
particularly favourable due to breakthrough talks
confirming its entry to the World Trade Organization, and
the Beijing Olympics in 2008. A buoyant investment and
consumer market is expected in the years to come.
Although our long term view of the Greater China market
remains positive, your Directors are aware of the
difficulties in the worldwide capital markets faced by any
IT-related companies, good or bad. General market
sentiments may also fluctuate and be adversely affected as
a result of recent political and military incidents.
Therefore, it will be vitally important that both your
company and its investee projects are able to survive and
grow in a relatively unfavourable global market
atmosphere.
The Future
Your Directors and the executive team will continue to
manage the progress of your company's investee projects,
optimizing their potential return to you both at the
project level and from a portfolio perspective. The latter
will imply, where appropriate, the restructuring or early
exit on certain components of the portfolio, and the
addition of new investment projects, to pave the way for
enhanced performance in the future.
Peter So
Chairman
Your investment portfolio
Cybermax Network Technology Limited ("Cybermax")
Cybermax operates websites displaying recruitment advertising for
part-time, temporary and second jobs, and owns the domain name
"Part-time.com". This is a fast growing market in Greater
China, with escalating demand from both employers and jobseekers.
Following a major promotional campaign created by the leading
international advertising agency, Ogilvy and Mather, during the
Period, Part-time.com has successfully built a high profile in the
Hong Kong recruitment advertising market. As at the end of August,
2001, it had over 160,000 registered jobseekers and over 11,000
registered recruiters. According to the latest reports available
from NetValue, an independent Internet usage research authority,
Part-time.com has been Hong Kong's top traffic recruitment
advertising website for 3 consecutive months.
Cybermax is now planning for expansion to Japan, Mainland China,
Taiwan and Macau.
UFO Solutions Limited ("UFO Solutions")
UFO Solutions is engaged in the business of developing and providing
software solutions to assist stock brokers and financial
institutions in the trading, fund management and custodianship of
Hong Kong and overseas securities.
During the Period, UFO Solutions began discussions with CFN Hongkong
Limited ("CFN HK"), a company engaged in providing online
real time financial information and online trading systems to
financial institutions principally in Asia, regarding possible
merger of the operations of UFO Solutions and CFN HK in order to
amalgamate their respective expertise in IT development and market
networking. Valuations on both operations were based on their
respective audited net asset values without premium. The merger was
approved by the Securities and Futures Commission of Hong Kong
("SFC") on 10 September, 2001, and is expected to be
completed by the relevant parties before 9 October, 2001. Subsequent
to the completion, UFO Solutions will own approximately 47.78% of
CFN HK, and your company's beneficial interest in CFN HK will be
approximately 23.82%.
Existing and prospective shareholders of CFN HK, including UFO
Solutions, have also entered into a conditional agreement with iAsia
Technology Limited ("iAsia"), a company listed on the
Growth Enterprise Market of the Hong Kong Stock Exchange (the
"HK Stock Exchange"), for iAsia to acquire 35% of CFN HK
at a total consideration of HK$22,050,000 (approximately
GBP1,940,000) in the form of iAsia shares. iAsia is engaged in the
provision of comprehensive real time online trading and related
systems to securities brokers and other financial institutions in
the Pan-Asian region. It is currently recognized as one of the
leaders and occupies a significant share in this market sector. The
transaction is pending approval by the SFC and HK Stock Exchange.
When completed, it is planned that those iAsia shares receivable by
UFO Solutions will be distributed directly to your company according
to its shareholding proportion in UFO Solutions. As a result, your
company is expected to hold approximately 1.53% of the enlarged
share capital of iAsia, in addition to the remaining interest in UFO
Solutions. Your Directors believe that the addition of iAsia to CFN
HK's shareholder base will greatly strengthen the latter's
credibility and acceptance in the relevant markets, thus speeding up
its product development and marketing activities and ultimately
benefiting UFO Solutions.
Topsky Corporation Limited
Subsequent to our investment, the company's name was changed to
innoVision Holding Limited ("innoVision") in order to
strengthen its product branding.
innoVision will market a new form of light-box capable of displaying
multiple advertising poster visuals with a pleasant
"dissolve" effect based on a patented technology. Future
IT related enhancements are also being planned for the product. The
light-box will be introduced as a new standard of outdoor
advertising medium in Mainland China, followed by Hong Kong, Taiwan
and other Asian countries.
innoVision has already established a sales office in Guangzhou in
southern China. Initial talks with media owners are in progress. A
production plant for mass production of the light boxes is also
being set up in Guangzhou, and production is expected to commence in
November, 2001.
Net Fun Limited ("Net Fun")
Net Fun provides interactive entertainment and education services
with contents tailor-made to the language and culture of children
and teenagers in the Greater China region. Subsequent to the
successful launch of its first 3D game in early 2001, Net Fun is
planning to introduce two more new online CD games before the end of
2001. Distribution plans of these new games will cover Hong Kong,
Mainland China and Taiwan.
In summer 2001, Net Fun hosted an online quiz contest for all
secondary school and university students in Hong Kong. Although
unplanned for, the quiz was able to benefit from the market climax
created by the popular TV show, "The Millionaire", during
the same period. As a result, a significant database of prospects,
business partners and media connections was built for future
marketing of Net Fun's products.
A major shareholder of Net Fun is a subsidiary of Cheung Kong
(Holdings) Limited ("Cheung Kong") which has diversified
interests in property, telecommunications, port operations, retail
and IT related business. It is planned that by the end of 2001 the
online edutainment services of Net Fun will be offered to a
significant number of housing estates developed and managed by
Cheung Kong.
CFN (UK) Limited ("CFN UK")
CFN UK plans to become a provider of value added services,
specializing in Asian securities, to small to medium sized brokers
and financial institutions in the UK. It is currently applying for
the required licensing from the Securities and Futures Authority of
the United Kingdom. During the Period, your company's interest in
CFN UK was increased to 44% after a shareholding restructuring in
the project, which also brought in other shareholders including CFN
HK and the management team of CFN UK. The restructuring was expected
to enhance the project's effectiveness in business development.
In August, 2001, your company entered into a conditional sales
agreement with iAsia to facilitate a further shareholding
restructuring in CFN UK. The transaction is subject to approval by
the HK Stock Exchange. When completed, your company will continue to
beneficially own 44% of CFN UK but, as a result of this transaction,
will additionally hold approximately 1.43% of the enlarged share
capital of iAsia. Although the transaction is expected to bring a
profit to your company, your Directors will also recommend a
write-down on the value of our current investment in CFN UK.
ecAgent.com Limited ("ecAgent")
ecAgent planned to provide virtual office services to insurance
sales agents in Greater China. During the Period, business
development of the project initially proceeded as planned, but
several external and internal factors triggered a review on its
future strategy. These factors included :-
- the emergence of a similar service provider in Mainland China;
- a rapid decrease in the number of insurance agents in Hong Kong;
- the departure of the project's CEO.
In September, 2001, the shareholders of ecAgent concluded that the
project's long term prospect based on its original business model
might become doubtful, and agreed to terminate the project. Your
company has now acquired total ownership of ecAgent and its residual
cash of approximately HK$12 million (approximately GBP1,043,000),
which will be used for your company's working capital and future
investments.
A maximum loss of HK$1.5 million (approximately GBP130,000) is
expected to be realized by your company as a result of terminating
ecAgent.
P & S International Limited ("P & S International")
P & S International is involved in the development of total
system solutions, including semiconductor chips, for facilitating
the bi-directional communications connectivity between appliances
and equipment with embedded microcontroller units and the Internet.
Such connectivity will enable remote control and monitoring of home
appliances, business, industrial and medical equipment.
While the major shareholder of P & S International is based in
Wuhan in central China, its business development is mainly
coordinated from its operating office in Phoenix, Arizona. It has
filed applications for several U.S. patents, aiming at establishing
an industry standard that is hitherto exclusive in the global
market.
The product methodology of P & S International was formally
launched in the Embedded Systems Conference Boston 2001 Exhibition
held in Boston, Massachusetts in September, 2001. Its management
team is now actively following up on customer enquiries generated
from the launch, and exploring other partnership opportunities with
internationally recognized institutions in the relevant industrial
sector.
iBASE Holdings Limited ("iBASE")
iBASE provides IT and e-commerce solutions to companies in Greater
China, with particular strength in multi-lingual web-based email
systems and technologies associated with domain names in Asian
characters. Its business growth during the Period was only limited
as its management team's efforts were concentrated in the
development of software products that would only be ready for market
by the 4th quarter of 2001.
iBASE also owns and operates Goal4u.com, a soccer-related website
targeting soccer fans in Hong Kong and Mainland China. During the
Period, Goal4u.com was not able to generate any significant revenue
but its operating costs have also been reduced. The website is now
exploring strategic alliances which may prepare it to capitalize on
a soccer heatwave expected from the World Cup 2002 in Japan and
South Korea.
Consolidated
profit and loss account
¡@
|
|
Unaudited
6 months ended
30 June 2001
GBP |
Unaudited
Period from
11 January to
30 June 2000
GBP |
Period from
11 January to
31 December 2000
GBP |
|
|
|
|
Turnover |
|
|
|
Gain
on disposal of subsidiary investment |
-
|
- |
23,606 |
|
|
|
|
Administrative
expenses |
(367,578) |
(244,446) |
(632,386) |
Exceptional
costs |
- |
- |
(388,390) |
|
________ |
________ |
________ |
|
(367,578) |
(244,446) |
(997,170) |
|
|
|
|
Other
operating income |
5,979 |
- |
2,060 |
|
________ |
________ |
________ |
Operating
loss |
(361,599) |
(244,446) |
(995,110) |
|
|
|
|
Interest
receivable and other income |
77,788 |
216,918 |
360,210 |
|
________ |
________ |
________ |
Loss
on ordinary activities before taxation |
(283,811) |
(27,528) |
(634,900) |
|
|
|
|
Taxation on ordinary
activities |
-
|
- |
- |
|
________ |
________ |
________ |
Loss
on ordinary activities after
taxation |
(283,811) |
(27,528) |
(634,900) |
|
======== |
======== |
======== |
Return per ordinary
share |
|
|
|
- Basic |
(0.118)p |
(0.015)p |
(0.3)p |
|
======== |
======== |
======== |
|
|
Consolidated
balance sheet |
|
Unaudited
As at
30 June 2001
GBP |
|
|
|
|
Fixed
assets investments - |
|
|
Investment portfolio |
8,750,026 |
7,353,691 |
Tangible
fixed assets |
7,107 |
4,483 |
|
________ |
________ |
|
8,757,133 |
7,358,174 |
Current
assets |
|
|
Debtors |
5,320 |
3,579 |
Prepayments
& Deposits |
19,262 |
34,633 |
Cash
at bank and in hand |
1,942,249 |
3,591,686 |
|
_________ |
________ |
|
1,966,831 |
3,629,898 |
|
|
|
Creditors:
amounts
falling due within one year |
(70,920) |
(51,217) |
|
________ |
________ |
Net
current assets |
1,895,911 |
3,578,681 |
|
________ |
________ |
Total
assets less current liabilities |
10,653,044 |
10,936,855 |
|
========= |
========= |
Capital
and reserves |
|
|
Called-up
share capital |
2,395,985 |
2,395,985 |
Share
premium account |
9,175,770 |
9,175,770 |
Capital
reserve |
- |
- |
Revenue
reserve |
(918,711) |
(634,900) |
|
_________ |
________ |
Equity
shareholder's funds |
10,653,044 |
10,936,855 |
|
========= |
========= |
Net
asset value per Ordinary Share: |
|
|
Basic |
4.45p |
4.56p |
|
===== |
===== |
|
Consolidated
cash flow statement
|
|
|
|
|
|
|
|
|
Net
cash inflow from operating activities |
|
|
|
Operating
loss |
(361,599) |
(244,446) |
(995,110) |
Depreciation
of tangible fixed assets |
1,453 |
236 |
1,062 |
Decrease/(Increase)
in debtors |
13,630 |
(52,588) |
(38,212) |
Increase
in creditors |
19,703 |
101,580 |
51,217 |
Profit
on sale of fixed asset investment |
- |
- |
(23,606) |
|
______ |
______ |
______ |
Net
cash inflow from operating activities |
(326,813) |
(195,218) |
(1,004,649) |
|
|
|
|
Returns
on investments and servicing of finance |
|
|
|
Interest
received |
77,788 |
216,918 |
360,210 |
|
|
|
|
Investing
activities |
|
|
|
Payment
to acquire fixed assets: |
|
|
|
-Investment portfolio |
(1,396,335) |
(1,112,758) |
(7,605,691) |
-Tangible assets |
(4,077) |
(2,871) |
(5,545) |
Receipts
from fixed assets |
|
|
|
-Investment portfolio |
- |
- |
275,606 |
|
________ |
________ |
________ |
Net
cash outflow before financing |
(1,649,437) |
(1,093,929) |
(7,980,069) |
|
|
|
|
Financing |
|
|
|
Proceeds
from issue of share capital and share options |
- |
11,979,924 |
11,979,924 |
Cost
of shares issue in period |
- |
(408,169) |
(408,169) |
|
________ |
________ |
________ |
|
- |
11,571,755 |
11,571,755 |
|
|
|
|
(Decrease)/Increase
in cash balances |
(1,649,437) |
10,477,826 |
3,591,686 |
|
========= |
========= |
========= |
Reconciliation
of net cash flow to movement in funds |
|
|
|
(Decrease)/Increase
in cash in the period |
(1,649,437) |
10,477,826 |
3,591,686 |
|
__________ |
________ |
________ |
Closing
net funds |
1,942,249 |
10,477,826 |
3,591,686 |
|
========= |
========= |
========= |
|
|
|
|
|
Consolidated interim announcement - Notes
|
1. |
The
information relating to the period ended 30 June 2001 is
unaudited and covers a period of 6 months. |
2. |
The
above financial information does not constitute statutory
accounts within the meaning of Section 240 Companies Act
1985. |
3. |
Loss
per share is based on the number of shares in issue during
the period ended 30 June 2001 of 239,598,496. |
4. |
Unquoted
investments have been valued at cost. |
5. |
The
Directors¡¦ direct and beneficial interests in the
Company¡¦s share capital at 30 June 2001 is as
follows: -
Peter
So
Benjamin Ng
Siu Fai Ng
Phillip Brown |
20,000,000
400,001
11,000,000
10,000,000
|
(i) |
StartIT.com
Plc (¡§StartIT¡¨) holds 10,000,000 enterpriseAsia .com
Plc (¡§enterpriseAsia¡¨) ordinary shares.
Peter So, Siu Fai Ng and Phillip Brown are
directors of StartIT.
Vintage Investments Limited (of which Peter So
and Phillip Brown are both directors and shareholders)
holds 5,000,000 StartIT ordinary shares. |
(ii) |
Clarest
Holdings Limited (of which Peter So is a director and
shareholder) holds 10,000,000 enterpriseAsia ordinary
shares and is also a shareholder of Vintage Investments
Limited. |
(iii) |
Rich
Project International Limited holds 1,000,000
enterpriseAsia ordinary shares.
Siu Fai Ng is a director and shareholder
of Rich Project International Limited which in
addition holds 5,000,000 StartIT ordinary shares.
|
|
6. |
The Directors hold the following
options over ordinary shares of 1p each in the Company at 30 June 2001.
Director |
Option Scheme |
Number of options |
Exercise Price |
Exercise period |
Peter So |
Unapproved |
200,000 |
5p |
To 7 February 2010 |
Benjamin Ng |
Unapproved |
400,000 |
5p |
To 7 February 2010 |
Siu Fai Ng |
Unapproved |
200,000 |
5p |
To 7 February 2010 |
Phillip Brown |
Unapproved |
200,000 |
5p |
To 7 February 2010 |
|
|
INDEPENDENT
REVIEW REPORT
Introduction
We
have been instructed by the company to review the financial information for
the six months ended 30 June 2001 set out on pages 9 to 12, and we have read
the other information contained in the interim report for any apparent
misstatements or material inconsistencies with the financial information.
Directors' responsibilities
The
interim report, including the financial information contained therein, is the
responsibility of, and has been approved by the directors.
The Listing Rules of the Financial Services Authority require that the
accounting policies and presentation applied to the interim figures should be
consistent with those applied in preparing the annual accounts except where
changes, and the reason for them, are disclosed.
Review work performed
We
conducted our review in accordance with guidance contained in Bulletin 1999/4
issued by the Auditing Practices Board. A
review consists principally of making enquiries of management and applying
analytical procedures to the financial information and underlying financial
data, and based thereon, assessing whether the accounting policies and
presentation have been consistently applied unless otherwise disclosed. A review excludes audit procedures such as tests of controls
and verification of assets, liabilities and transactions. It is substantially less in scope than an audit performed in
accordance with Auditing Standards and therefore provides a lower level of
assurance than an audit. Accordingly
we do not express an audit opinion on the financial information.
Review conclusion
On
the basis of our review we are not aware of any material modifications that
should be made to the financial information as presented for the period ended
30th June 2001.
PRIDIE BREWSTER
Carolyn House
29-31 Greville Street
London
EC1N 8RB
|
|
 |
¡@ |
¡@ |
¡@ |
|
|
 |
¡@
|