Annual Report
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CREATIVE ENERGY SOLUTIONS HOLDINGS LIMITED CREATIVE 科瑞控股有限公司 CREATIVE ENERGY SOLUTIONS HOLDINGS LIMITED ( 於百慕達註冊成立之有限公司) (Incorporated in Bermuda with limited liability) 科瑞控股有限公司 Annual Report 2003 年年報 2003 2003 年 報 Annual Report CHARACTERISTICS OF THE GROWTH ENTERPRISE MARKET (“GEM”) OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE “STOCK EXCHANGE”) GEM has been established as a market designed to accommodate companies to which a high investment risk may be attached. In particular, companies may list on GEM with neither a track record of profitability nor any obligation to forecast future profitability. Furthermore, there may be risks arising out of the emerging nature of companies listed on GEM and the business sectors or countries in which the companies operate. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors. Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM. The principal means of information dissemination on GEM is publication on the internet website operated by the Stock Exchange. Listed companies are not generally required to issue paid announcements in gazetted newspapers. Accordingly, prospective investors should note that they need to have access to the GEM website in order to obtain up-to-date information on GEM listed issuers. The Stock Exchange takes no responsibility for the contents of this report, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this report. This report, for which the directors of Creative Energy Solutions Holdings Limited (“Creative Energy” or the “Company”) collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the GEM of the Stock Exchange (the “GEM Listing Rules”) for the purpose of giving information with regard to the Company. The directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief: (1) the information contained in this report is accurate and complete in all material respects and not misleading; (2) there are no other matters the omission of which would make any statement in this report misleading; and (3) all opinions expressed in this report have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable. CONTENTS Pages Corporate Information .............................................................................................................................................. 2 Financial Highlights .................................................................................................................................................. 3 Chairman’s Statement ............................................................................................................................................... 4 Management Discussion and Analysis ...................................................................................................................... 6 Comparison of Business Objectives with Actual Business Progress............................................................................ 16 Biographical Information of Directors and Senior Management ................................................................................ 19 Report of the Directors.............................................................................................................................................. 21 Auditors’ Report ....................................................................................................................................................... 30 Consolidated Income Statement ................................................................................................................................31 Consolidated Balance Sheet ..................................................................................................................................... 32 Balance Sheet .......................................................................................................................................................... 33 Consolidated Statement of Changes in Equity .......................................................................................................... 34 Consolidated Cash Flow Statement........................................................................................................................... 35 Notes to the Financial Statements ............................................................................................................................. 36 Financial Summary ................................................................................................................................................... 72 Notice of Annual General Meeting........................................................................................................................... 73 1 CORPORATE INFORMATION EXECUTIVE DIRECTORS PRINCIPAL BANKERS SHUM Fong Chung (Chairman) The Hongkong and Shanghai Banking Corporation Limited LIN Rong Ying Sun Hung Kai Centre Branch Rooms 101 to 103 INDEPENDENT NON-EXECUTIVE DIRECTORS Sun Hung Kai Centre HON Wa Fai 30 Harbour Road, Wanchai SHI Jian Hui Hong Kong COMPANY SECRETARY DBS Bank (Hong Kong) Limited KAM Ying Fai, AHKSA, FCCA 139 Queen’s Road Central, Hong Kong COMPLIANCE OFFICER SHUM Fong Chung The Development Bank of Singapore Limited Beijing Branch QUALIFIED ACCOUNTANT Suite 1009-1018, China World Tower KAM Ying Fai, AHKSA, FCCA 1 Jian Guo Men Wai Avenue, Beijing AUDIT COMMITTEE The PRC HON Wa Fai SHI Jian Hui Fuzhou Commerical Bank Fuxin Branch AUTHORISED REPRESENTATIVES 23 Fuxin Road SHUM Fong Chung Gulou District KAM Ying Fai Fuzhou Fujian SPONSOR The PRC JS Cresvale Securities International Limited 7th Floor, Asia Pacific Finance Tower PRINCIPAL SHARE REGISTRAR Citibank Plaza AND TRANSFER OFFICE 3 Garden Road Butterfield Fund Services (Bermuda) Limited Central 65 Front Street Hong Kong Hamilton Bermuda AUDITORS Charles Chan, Ip & Fung CPA Ltd. HONG KONG BRANCH SHARE Certified Public Accountants REGISTRAR AND TRANSFER OFFICE 37th Floor, Hennessy Centre Hong Kong Registrars Limited 500 Hennessy Road, Causeway Bay Shops 1712-1716, 17th Floor Hong Kong Hopewell Centre 183 Queen’s Road East LEGAL ADVISERS Wanchai Hong Kong Law: Hong Kong Coudert Brothers Gloucester Tower REGISTERED OFFICE The Landmark Clarendon House 11 Pedder Street, Central 2 Church Street Hong Kong Hamilton HM 11 Bermuda The PRC Law: Jun He Law Offices HEAD OFFICE AND PRINCIPAL PLACE 20th Floor, China Resources Building OF BUSINESS IN HONG KONG 8 Jiangguomenbei Avenue Room 3407, China Resources Building Beijing 26 Harbour Road, Wanchai The PRC Hong Kong Bermuda Law: PRINCIPAL PLACES OF BUSINESS IN Conyers Dill & Pearman THE PRC Room 2901, One Exchange Square 8th Floor, Wu Jin Building 8 Connaught Place, Central 72 Wu Yi North Road Hong Kong Fuzhou Fujian The PRC 150 West Street Xincheng District Beijing The PRC Room 4401, Building A, United Plaza 5022 Binhe Road, Futian District Shenzhen The PRC GEM STOCK CODE 8109 2 FINANCIAL HIGHLIGHTS HIGHLIGHTS • For the year ended 30th June, 2003, turnover of the Group reached approximately RMB97,134,000, representing an approximately 17.4% decrease as compared with last year. • Profit attributable to shareholders decreased to approximately RMB22,613,000, representing an approximately 52.7% decrease as compared with last year. • Earnings per share decreased approximately 60.3% as compared with last year to RMB5.45 cents. • The ratio of current assets to current liabilities was more than 3.8 as at 30th June, 2003. • The Board has resolved not to recommend final dividend for the year ended 30th June, 2003. TURNOVER PROFIT ATTRIBUTABLE TO SHAREHOLDERS RMB’000 RMB’000 117,599 120,000 50,000 47,827 97,134 100,000 40,000 80,000 30,000 60,000 22,613 20,000 16,740 40,000 31,899 20,000 10,000 4,478 503 2000* 2001 2002 2003 2000* 2001 2002 2003 * Period from 20th April, 1999 to 30th June, 2000 2003 TURNOVER BREAKDOWN BY PRODUCTS ‘SAVIN 2000 II’ - 65.5% ‘SAVIN 2000 I’ - 33.7% ‘SAVIN 2000 III’ - 0.8% 3 CHAIRMAN’S STATEMENT On behalf of the Board of Directors (the “Board”), I am BUSINESS REVIEW pleased to present the annual report of Creative Energy Solutions Holdings Limited (“Creative Energy” or the Owing to the outbreak of Severe Acute Respiratory “Company”) and its subsidiaries (collectively the Syndrome (“SARS”), the Group’s turnover for the year “Group”) for the year ended 30th June, 2003. ended 30th June, 2003 amounted to approximately RMB97,134,000, representing a decrease of approximately 17.4% when compared with 2002. The overall profit reached approximately RMB22,613,000, representing a decrease of approximately 52.7% when compared with 2002. During the year under review, through effective sales and marketing strategies, Creative Energy successfully promoted the EMS Solutions of “SAVIN 2000 I” to new