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AMCOR PLC — Annual Report 2007
Apr 7, 2008
64373_rns_2008-04-07_a4e3c878-6b7d-4b45-b977-1a7a54b6aea4.pdf
Annual Report
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For release: Tuesday, 8 April 2008
AMVIG HOLDINGS LIMITED
AMVIG Holdings Ltd today released its results for the year ended 31 December 2007
Full details are contained in the AMVIG Holdings Ltd announcement to the Hong Kong Stock Exchange (a copy of which is attached to this Release).
This release is provided for information purposes.
ENDS
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Julie McPherson Company Secretary/Group General Counsel
Amcor Limited ABN 62 000 017 372 679 Victoria Street Abbotsford Victoria 3067 Australia Tel: 61 3 9226 9000 Fax: 61 3 9226 6500 www.amcor.com
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(incorporated in the Cayman Islands with limited liability) (stock code: 2300)
RESULTS ANNOUNCEMENT FOR THE YEAR ENDED 31 DECEMBER 2007
FINANCIAL HIGHLIGHTS
-
Turnover increased by 90% to HK$2,132 million
-
Gross profit increased by 89% to HK$689 million at a margin of 32%
-
Profit attributable to equity holders increased by 41% to HK$354 million
-
Basic earnings per share increased by 25% to HK43.4 cents
-
Proposed final dividend was HK8.9 cents per share
RESULTS
The board (the “ Board ”) of directors (the “ Directors ”) of AMVIG Holdings Limited (the “ Company ” or “ AMVIG “) is pleased to announce the audited consolidated results of the Company and its subsidiaries (together the “ Group ”) for the year ended 31 December 2007 (the “ Reporting Period ”), together with the comparative results for the previous year as follows:
— 1 —
CONSOLIDATED INCOME STATEMENT
For the year ended 31 December 2007
| Note Turnover 3 Cost of goods sold Gross profit Other income 4 Selling and distribution costs Administrative expenses Other operating expenses Profit from operations Finance costs Share of profit of associates Profit before tax Income tax expenses 5 Profit for the year Attributable to: Equity holders of the Company Minority interests Earnings per share — basic (HK cents) 6 — diluted (HK cents) 6 Dividends 7 |
2007 HK$’000 2,132,321 (1,442,837) 689,484 53,331 (157,013) (156,316) (8,372) 421,114 (24,319) 71,152 467,947 (68,044) 399,903 353,837 46,066 43.4 N/A 141,680 |
(Restated) 2006 HK$’000 1,122,574 (758,408) 364,166 29,540 (44,744) (93,215) (12,751) 242,996 (14,842) 69,608 297,762 (30,423) 267,339 250,347 16,992 34.8 N/A 100,310 |
|---|---|---|
— 2 —
CONSOLIDATED BALANCE SHEET
At 31 December 2007
| ASSETS Note Non-current assets Property, plant and equipment Prepaid land lease payments Goodwill Interests in associates Financial assets at fair value through profit or loss Available-for-sale financial assets Other financial assets Deposits for purchase of plant and equipment Current assets Inventories Trade and other receivables 8 Prepaid land lease payments Prepayments and deposits Other financial assets Pledged bank deposits Bank and cash balances Total assets EQUITY Capital and reserves Share capital Reserves Equity attributable to equity holders of the Company Minority interests Total equity LIABILITIES Non-current liabilities Bank borrowings Obligations under finance leases Other financial liabilities Deferred tax liabilities |
2007 HK$’000 1,153,872 41,357 2,751,773 321,209 320,050 1,481 19,734 50,823 4,660,299 316,182 834,224 1,045 64,078 23,056 73,913 811,038 2,123,536 6,783,835 9,775 3,825,641 3,835,416 257,190 4,092,606 1,083,049 34,834 190,812 31,837 1,340,532 |
(Restated) 2006 HK$’000 475,731 12,713 1,276,615 60,381 — — — 8,418 |
|---|---|---|
| 1,833,858 | ||
| 211,381 402,089 404 26,371 — 12,771 336,963 |
||
| 989,979 | ||
| 2,823,837 | ||
| 7,837 2,166,919 |
||
| 2,174,756 122,491 |
||
| 2,297,247 | ||
| — 13,361 — 17,726 |
||
| 31,087 |
— 3 —
| Note Current liabilities Trade and other payables 9 Current tax liabilities Current portion of bank borrowings Current portion of obligations under finance leases Total liabilities Total equity and liabilities Net current assets Total assets less current liabilities |
2007 HK$’000 947,857 28,417 355,962 18,461 1,350,697 2,691,229 6,783,835 772,839 5,433,138 |
(Restated) 2006 HK$’000 395,950 9,707 74,390 15,456 |
|---|---|---|
| 495,503 | ||
| 526,590 | ||
| 2,823,837 | ||
| 494,476 | ||
| 2,328,334 |
— 4 —
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. ADOPTION OF NEW AND REVISED HONG KONG FINANCIAL REPORTING STANDARDS
In the current year, the Group has adopted all the new and revised Hong Kong Financial Reporting Standards (“HKFRSs”) issued by the Hong Kong Institute of Certified Public Accountants that are relevant to its operations and effective for accounting periods beginning on or after 1 January 2007. HKFRSs comprise Hong Kong Financial Reporting Standards (“HKFRS”); Hong Kong Accounting Standards (“HKAS”); and Interpretations. The adoption of these new and revised HKFRSs did not result in substantial changes to the Group’s accounting polices and amounts reported for the current year and prior years.
The Group has applied the disclosure requirements under HKAS 1 (Amendment) “Capital Disclosures” and HKFRS 7 “Financial Instruments: Disclosures” retrospectively. Certain information presented in prior year under the requirements of HKAS 32 has been removed and the relevant comparative information based on the requirements of HKAS 1 (Amendment) and HKFRS 7 has been presented for the first time in the current year.
The Group has not applied the new HKFRSs that have been issued but are not yet effective. The application of these new HKFRSs will not have material impact on the financial statements of the Group.
2. SIGNIFICANT ACCOUNTING POLICIES
The Group’s consolidated financial statements have been prepared in accordance with HKFRSs, accounting principles generally accepted in Hong Kong and the applicable disclosures required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Hong Kong Companies Ordinance.
These financial statements have been prepared under the historical cost convention, as modified by the revaluation of certain financial instruments and cash-settled share-based liabilities, which are revalued at fair value.
The preparation of financial statements in conformity with HKFRSs requires the use of certain key assumptions and estimates. It also requires the directors to exercise its judgments in the process of applying the accounting policies.
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3. TURNOVER AND SEGMENT INFORMATION
The Group is principally engaged in printing of cigarette packages and manufacturing of laminated/transfer paper and laser film.
Primary reporting format – business segments
| Manufacturing | Manufacturing | of | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Printing of | laminated/transfer paper | |||||||||||
| cigarette packages | and laser film | Elimination | Consolidated | |||||||||
| 2007 | 2006 | 2007 | 2006 | 2007 | 2006 | 2007 | 2006 | |||||
| HK$’000 | HK$’000 | HK$’000 | HK$’000 | HK$’000 | HK$’000 | HK$’000 | HK$’000 | |||||
| REVENUE | ||||||||||||
| External sales | 1,830,536 | 885,339 | 301,785 | 237,235 | — | — | 2,132,321 | 1,122,574 | ||||
| Inter-segment sales | 8,770 | 6,885 | 128,443 | 100,047 | (137,213) | (106,932) | — | — | ||||
| Total | 1,839,306 | 892,224 | 430,228 | 337,282 | (137,213) | (106,932) | 2,132,321 | 1,122,574 | ||||
| RESULTS | ||||||||||||
| Segment results | 389,240 | 288,952 | 43,766 | 80,203 | — | — | 433,006 | 369,155 | ||||
| Unallocated expenses | (65,223) | (155,699) | ||||||||||
| Other income | 53,331 | 29,540 | ||||||||||
| Finance costs | (24,319) | (14,842) | ||||||||||
| Share of profit | ||||||||||||
| of associates | 71,152 | 69,608 | — | — | — | — | 71,152 | 69,608 | ||||
| Income tax expenses | (68,044) | (30,423) | ||||||||||
| Profit for the year | 399,903 | 267,339 | ||||||||||
| ASSETS | ||||||||||||
| Segment assets | 2,234,222 | 1,103,640 | 417,501 | 210,078 | — | — | 2,651,723 | 1,313,718 | ||||
| Interests in associates | 321,209 | 60,381 | — | — | — | — | 321,209 | 60,381 | ||||
| Unallocated assets | 3,810,903 | 1,449,738 | ||||||||||
| Consolidated | ||||||||||||
| total assets | 6,783,835 | 2,823,837 | ||||||||||
| LIABILITIES | ||||||||||||
| Segment liabilities | 921,996 | 254,413 | 162,590 | 35,376 | — | — | 1,084,586 | 289,789 | ||||
| Unallocated liabilities | 1,606,643 | 236,801 | ||||||||||
| Consolidated | ||||||||||||
| total liabilities | 2,691,229 | 526,590 |
Secondary reporting format – geographical segments
Over 90% of the Group’s revenue and assets are derived from customers and operations based in the Peoples’ Republic of China (the “PRC”) and accordingly, no further analysis of the Group’s geographical segment is disclosed.
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4. OTHER INCOME
| Sales of paper, net Sales of scrapped materials Interest income Compensation received Commission income Fair value gains on financial assets at fair value through profit or loss Government grants received Exchange gain, net Sundry income INCOME TAX EXPENSES Hong Kong Profits Tax PRC enterprise income tax — current — (over)/under provision in prior year Deferred tax |
2007 HK$’000 4,683 5,529 13,850 1,056 4,769 14,164 4,359 1,194 3,727 53,331 2007 HK$’000 5 70,158 (264) (1,855) 68,044 |
2006 HK$’000 — 9,558 4,909 5,023 325 — — 687 9,038 |
|---|---|---|
| 29,540 | ||
| 2006 HK$’000 — 29,569 854 — |
||
| 30,423 |
5. INCOME TAX EXPENSES
Hong Kong Profits Tax has been provided at a rate of 17.5% on the estimated assessable profit for the year ended 31 December 2007. No provision for Hong Kong Profits Tax was made for year 2006 as the Group had no assessable profit in Hong Kong.
Pursuant to relevant income tax laws of the PRC, the subsidiaries in the PRC are subject to income tax rates of 15% to 33%, mainly depending on the places of establishment.
6. EARNINGS PER SHARE
Basic earnings per share is calculated based on the Group’s profit attributable to the equity holders of the Company for the year of approximately HK$353,837,000 (2006: HK$250,347,000) and the weighted average number of shares of approximately 814,684,000 ordinary shares in issue during the year (2006: 718,463,000 shares).
No diluted earnings per share are presented as the Company did not have any potentially diluted ordinary shares for the years ended 31 December 2007 and 2006.
— 7 —
7. DIVIDENDS
The dividends paid during the year ended 31 December 2007 were HK$100,310,000, being HK12.8 cents per share for year 2006 final dividend and HK$54,685,000, being HK7 cents per share for year 2007 interim dividend. The dividends paid during the year ended 31 December 2006 were HK$60,679,000, being HK8.5 cents per share for year 2005 final dividend. A final dividend of HK8.9 cents per share in respect of 2007, amounted to approximately HK$86,995,000 is to be proposed at the Annual General Meeting to be held on 7 May 2008. The proposed final dividends are not recognised as liabilities at 31 December 2007.
| Interim dividend paid of HK7.0 cents (2006: Nil) per share Proposed final dividend of HK8.9 cents (2006: HK12.8 cents) per share |
2007 HK$’000 54,685 86,995 141,680 |
2006 HK$’000 — 100,310 |
|---|---|---|
| 100,310 |
8. TRADE AND OTHER RECEIVABLES
The general credit terms of the Group granted to its trade customers range from one month to three months. The Group seeks to maintain strict control over its outstanding receivables. Overdue balances are reviewed regularly by the senior management. The aging analysis of trade receivables, based on the invoice date, net of allowances, is as follows:
| Current to 30 days 31 to 90 days Over 90 days Trade receivables Bills receivables Other receivables |
2007 HK$’000 398,716 236,111 113,618 748,445 58,758 27,021 834,224 |
2006 HK$’000 172,158 96,975 15,615 |
|---|---|---|
| 284,748 79,696 37,645 |
||
| 402,089 |
— 8 —
9. TRADE AND OTHER PAYABLES
The aging analysis of trade payables, based on the date of receipt of goods, is as follows:
| Current to 30 days 31 to 90 days Over 90 days Trade payables Bills payables Other payables |
2007 HK$’000 180,736 123,427 39,717 343,880 127,206 476,771 947,857 |
2006 HK$’000 115,517 48,813 13,614 |
|---|---|---|
| 177,944 84,394 133,612 |
||
| 395,950 |
10. COMPARATIVE FIGURES
Certain comparative figures in relation to selling and distribution costs, administrative expenses, deposits for purchase of plant and equipment, prepayments and deposits and trade and other payables have been reclassified so as to conform with current year’s presentation.
— 9 —
MANAGEMENT DISCUSSION AND ANALYSIS
Business review
Management of AMVIG is delighted to report that 2007 represented another important year of development in AMVIG’s history. Consistent with our vision and strategy, AMVIG is now the leading tobacco packaging printing business in the PRC with an estimated market share of approximately 17%.
As discussed in our 2007 interim report, we had established a solid platform in 2006 and it was important to build on this platform in 2007 to continue to maximize value for shareholders.
During the Reporting Period, the cigarette packaging printing industry enjoyed steady growth in terms of volume and also increased strongly in value as existing tobacco groups launched new series of their existing brands and increased the volume of their existing flagship brands.
After a faster than expected pace of industry consolidation in the past few years, it is expected that the existing tobacco groups will focus more on integration and product development in the current year. They are developing new facilities and equipment, launching new series of mid to high and high end products, improving the designs of cigarette packages, and focusing more on environmental friendly measurements. As an accredited “approved printing supplier” by seven of the top ten tobacco groups and the single largest supplier to six of the top ten brands, AMVIG is well placed to meet the needs of its customers as they embark on the next growth phase.
With the support from our customers together with the dedicated hard work from our people, we recorded a double digit growth across most of our plants in 2007.
During the Reporting Period, AMVIG further extended its manufacturing footprint in different regions of the PRC and this now comprises 14 manufacturing plants. This unique extensive manufacturing footprint allows AMVIG to better meet the needs of its customers throughout the PRC.
World Grand Holdings Limited and its subsidiaries (together “Kunming Plant”) again is our strongest growth driver this year as it continued to benefit from its strong relationships with its customers including, Hongyun Tobacco (Group) Co., Ltd (“Hongyun Group”). The Yunyan brand which is the top brand of Hongyun Group continues to contribute significant growth to the Group. The construction of the new Dongguan plant is a major expansion initiative to support another key customer, China Tobacco Guangdong Industrial Corporation. The new plant in Dongguan will not only enlarge the production capacity of the Group, allowing it to focus on developing the market in the southern part of the PRC, but also free up the existing production capacity for Hongyun Group’s orders.
Nanjing Sanlong Packaging Co., Ltd. (“Nanjing Plant”) and Qingdao Leigh-Mardon Packaging Co., Ltd. (“Qingdao Plant”) also recorded solid growth in net profit and the growth in Nanjing Plant was particularly pleasing given the fact that there was no tax holiday in 2007.
Beijing Leigh-Mardon Pacific Packaging Co., Ltd. (“Beijing Plant”) played an important role in our Group’s sales and marketing strategy given its strategic location and strong sales team there. The Beijing Plant secured three new brands, namely Baisha, Hongjinlong and Pride, that will provide another growth driver for the operations in the coming years.
— 10 —
It is disappointing to report that Victory Honest Industries (Shenzhen) Co., Ltd. (“Shenzhen Plant”) did not meet its budgeted results and was again below our expectations. Accordingly, during the Reporting Period, the Group decided to restructure the operation by strengthening internal controls, changing the management team and relocating the plant to Dongguan. The Group expects this will have a positive impact on profitability and that this will also stabilize quality and increase output.
The acquisition of Brilliant Circle Holdings International Limited (“Brilliant Circle”) (together with its subsidiaries, the “Brilliant Group”) enables the Group’s cigarette packaging business to extend into other major provinces of the PRC including Hunan, Hubei, Anhui and Guizhou. It also complements the Group’s strengths and creates a unique broad national footprint with the largest design and manufacturing capability, serving most of the top brands in the PRC. Brilliant Group is a well established and managed company with a team of talented and professional people and it compliments to both our geographic coverage and product mix.
Although there was only part of its annual production output included in the Group’s results in 2007, we are encouraged by the initial contribution from Brilliant Group. We are confident that with Brilliant Group, further business opportunities and integration benefits will flow in the coming years, and the Group will benefit further from the first full-year contribution that will be included in the Group’s results for 2008.
We continue to monitor trends in raw material usage, particularly with the implementation of stringent environmental friendly measures by our customers. In support of this, AMVIG is a leader in the development of transfer papers to replace laminated paper.
In order to maintain our leadership position, especially in the areas of innovation and research and development, we worked on a number of initiatives in developing new material with special and anticounterfeiting features so that all these can supplement our cigarette packaging printing business.
As the Group continues to expand, integration remains a top priority in our operations. During the Reporting Period, we have put a lot of emphasis on improving internal controls and process controls. Our standardized production and reporting systems enables us to more easily benchmark the relative performance of our plants. Furthermore, we strengthened our purchasing, inventory management, and disposals of scrap functions. With the joining of Brilliant Group, we believe we will benefit more from our integration across all of our plants and sharing of resources. Towards the end of 2007, we implemented several initiatives that aim to lower our material costs, improve our production efficiency, reduce our wastage, and decrease our operating costs, and we believe all these will have a positive full-year impact in 2008.
Financial review
Turnover
During the Reporting Period, the Group achieved a turnover of HK$2,132 million, representing an increase of HK$1,009 million or 90% as compared to last year. The management’s adoption of a dual growth strategy of inorganic expansion through acquisitions and organic expansion through existing operations and marketing networks contributed to the Group’s strong sales growth performance.
— 11 —
The Group benefited from the full-year contribution from Kunming Plant, Beijing Plant and Qingdao Plant, and the inclusion of part of the annual results of Brilliant Group.
Encouragingly, the Group achieved strong organic growth in sales of 28% when compared to last year, reflecting the Group’s strength in leveraging its marketing networks and customer relationships.
Gross profit
Gross profit increased by 89% from HK$364 million in 2006 to HK$689 million in 2007, which was primarily a result of an expansion in the Group’s operations. The Group continued to strive for improvements in product mix and internal coordination. Gross profit ratio maintained healthily at 32% which was comparable to that of last year, and has improved by two percentage points when compared to first half of 2007. Such improvement was mainly due to a larger contribution by Kunming Plant, which focuses on the production of high-end products.
Operating costs
Operating costs comprising administrative expenses, selling and distribution costs and other operating expenses increased from HK$151 million last year to HK$322 million in 2007. This was primarily attributable to the inclusion of a full-year expenses for the Kunming Plant, Beijing Plant and Qingdao Plant in the Reporting Period. The Group also incurred additional expenses in developing, maintaining, and growing its sales. General administrative expenses increased in line with the Group’s commitment to proper corporate governance practices and to strengthen the internal management and control function. As a percentage of sales, operating costs increased slightly from 13% in 2006 to 15% in 2007.
Other income
Other income mainly comprised interest income, sales of scrapped materials and fair value gains on financial assets at fair value through profit or loss.
Interest income increased in line with the increase in cash and bank balances as a result of an increase in the Group’s operating cash flow and the availability of bank borrowings.
Fair value gains on financial assets at fair value through profit or loss mainly represent the revaluation gain on the Company’s shares purchased for its staff pursuant to the Employee Share Award Scheme during 2007.
Finance costs
Finance costs increased from HK$15 million in 2006 to HK$24 million in 2007. This was mainly attributable to the increased bank borrowings drawn down for the acquisition of Brilliant Group (the “Acquisition”).
Share of profit of associates
Share of profit of associates amounted to HK$71 million in 2007, an increase of 2% when compared to that of 2006.
Share of profit of associates in 2006 comprised share of net profit of Nanjing Plant, which is 48% owned by the Company, and Kunming Plant, which was 35% owned by the Company, during the period from January 2006 to April 2006. Starting from May 2006, Kunming Plant has become a wholly-owned subsidiary of AMVIG.
— 12 —
Share of profit of associates in 2007 comprised share of net profit of Nanjing Plant and Changde Goldroc Rotogravure Printing Co., Ltd. (“Goldroc Plant”). The Group acquired its 48.85% equity interest in Goldroc Plant in October 2007 through the Acquisition.
Nanjing Plant achieved significant sales and profit growth for the Reporting Period and the Group’s share of its profit increased by 7% from HK$46 million in 2006 to HK$49 million in 2007 as the Group benefited from the strong performance of its two major customers, Nanjing Cigarette Factory and Huaiyin Cigarette Factory. The consolidation in the China Tobacco Jiang Su Industrial Corporation has been beneficial to the Nanjing Plant and it still maintains the leading position in this province.
Net profit and profit attributable to equity holders of the Company
The Group’s net profit for the year rose by 50% to HK$400 million from HK$267 million for last year. Profit attributable to equity holders of the Company increased by 41% to HK$354 million as compared to last year. The increase was due to a combination of organic growth and the growth in sales resulting from the full-year contribution from Kunming, Beijing and Qingdao plants and the inclusion of part of the Brilliant Group’s annual results.
Segmental information
During 2007, turnover from cigarette packaging printing amounted to HK$1,831 million, a year-on-year increase of HK$946 million and accounted for 86% of the Group’s turnover. The high growth recorded in the cigarette packaging printing segment was principally due to the inclusion of full-year contribution from Kunming, Qingdao and Beijing plants, as well as contribution from Brilliant Group since its acquisition.
Turnover of laminated / transfer paper and laser film manufacturing amounted to HK$302 million, representing an increase of 27% as compared to last year and accounted for 14% of the Group’s turnover. Total turnover of laminated/transfer paper and laser film, inclusive of sales to internal parties, eliminated on consolidation, amounted to HK$430 million. Nearly 79% of the laminated / transfer paper and laser film was for internal use including associates, especially to support Kunming, Nanjing and Goldroc plants’ productions and only 21% was for sales to customers.
Financial position
As at 31 December 2007, the total assets of the Group amounted to HK$6,784 million and its total liabilities (excluding minority interests) amounted to HK$2,691 million, representing an increase of HK$3,960 million and HK$2,165 million respectively as compared to previous year. The increase in total assets was mainly attributable to the Acquisition during the year. Aligned with this, total liabilities also increased, primarily due to additional bank borrowings acquired from Brilliant Group and the bank loans drawn to fund the Acquisition.
Borrowings and banking facilities
As at 31 December 2007, the Group had gross interest-bearing borrowings of approximately HK$1,492 million (2006: HK$103 million), representing an increase of HK$1,389 million over the previous year.
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28% of the interest-bearing borrowings are secured. 24%, 34% and 42% of the interest-bearing borrowings are denominated in Renminbi, Hong Kong Dollars and United States Dollars, respectively. All interest-bearing borrowings are at floating interest rates. However, taking into account the cross currency swap entered into with a view to hedge both the interest rate risks and currency risks of certain long-term interest-bearing borrowings, 95% and 5% of the interest-bearing borrowings are denominated in Renminbi and Hong Kong Dollars respectively, and 29% of the interest-bearing borrowings are at floating interest rate. The maturity profile of the Group’s gross interest-bearing borrowings is as follows:
| As of | As of | |
|---|---|---|
| 31 December 2007 | 31 December 2006 | |
| HK$’000 | HK$’000 | |
| Bank borrowings | ||
| — within 1 year | 374,423 | 89,846 |
| — between 1 and 2 years | 509,976 | 7,608 |
| — between 2 and 5 years | 607,907 | 5,753 |
| Total borrowings | 1,492,306 | 103,207 |
| Less: Cash and cash equivalents | (811,038) | (336,963) |
| Net interest-bearing borrowings | 681,268 | (233,756) |
Capital Structure
As at 31 December 2007, the Group had net assets of approximately HK$4,093 million comprising noncurrent assets of approximately HK$4,660 million (comprising property, plant and equipment of approximately HK$1,154 million, non-current portion of prepaid land lease payments of approximately HK$41 million, goodwill of approximately HK$2,752 million, interest in associates of approximately HK$321 million, financial assets at fair value through profit or loss of approximately HK$320 million, available-for-sale financial assets of approximately HK$1 million, other financial assets of approximately HK$20 million and deposits for purchase of plant and equipment of approximately HK$51 million), net current assets of approximately HK$773 million and non-current liabilities of approximately HK$1,340 million.
Gearing ratio, measured by total interest-bearing borrowings less cash and cash equivalents as a percentage of equity, increased to 17%. The increase in gearing ratio was mainly due to additional bank borrowings acquired from Brilliant Group and the bank loans drawn to fund the Acquisition.
Charges on the Group’s assets
As at 31 December 2007, assets of approximately HK$287 million (31 December 2006: HK$12.8 million) were pledged to banks in respect of banking facilities granted to the Group.
Contingent liabilities
As at 31 December 2007, the Group did not have any significant contingent liabilities (31 December 2006: Nil).
— 14 —
Capital commitments
As at 31 December 2007, the Group had capital commitments contracted but not provided for in respect of the acquisition of property, plant and equipment of approximately HK$33 million (31 December 2006: HK$56 million).
Working capital
The current ratio decreased from 200% at last year end to 157% at 31 December 2007 due to the inclusion of short-term interest-bearing borrowings of HK$340 million acquired from Brilliant Group.
Foreign currency exposure
During 2007, all the Group’s sales and purchases were mainly settled in United States Dollars, Hong Kong Dollars and Renminbi.
The Group entered into cross currency swap contracts with a view to hedge both the interest rate and currency risks of certain long-term interest-bearing borrowings drawn as discussed under the paragraph “Borrowings and banking facilities” above. Save as aforementioned, the Group does not currently have any other hedging acitivities against its foreign exchange exposure.
Treasury policies
The Group adopts a prudent approach with respect to treasury and funding policies, with a focus on risk management and transactions that are directly related to the underlying business of the Group.
REMUNERATION POLICIES AND EMPLOYEE INFORMATION
The Group is committed to attracting and retaining employees of the highest calibre by offering competitive remuneration and benefits to its employees. As at 31 December 2007, the Group had over 4,928 full time employees in Hong Kong and the PRC. Total staff costs (including directors emoluments) amounted to approximately HK$175 million (2006: HK$96 million) during the Reporting Period. All full time salaried employees, except for factory workers and contract employees, are being paid on a monthly basis, plus a discretionary performance bonus. Factory workers are being remunerated based on a basic wage plus production incentive.
In addition to salaries, the Group provides staff benefits including medical insurance and contributions to staff provident funds. Share awards and bonuses are also available to employees of the Group at the discretion of the Directors and depending on the financial performance of the Group.
MATERIAL ACQUISITION
In October 2007, the Group completed the acquisition of the entire issued share capital of Brilliant Circle. The consideration for the acquisition of HK$1,555.5 million was satisfied by the Company allotting and issuing 200 million new shares to Mr. Tsoi Tak and the payment of HK$155.5 million in cash. As a result of the acquisition, Mr. Tsoi Tak has become the second largest shareholder of the Company while Amcor Group remains the largest shareholder.
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PROSPECTS
As the largest tobacco packaging printing company in the PRC, AMVIG is well positioned to take advantage of expected continued future growth in the PRC economy and our industry and meet the challenges of an increasingly competitive environment. Growth in the economy, increasing prosperity and affluence and growth in tobacco consumption will likely continue to underpin strong demand for our products, especially for mid-high end and high end products. In this environment AMVIG will continue to vigorously pursue its dual growth strategy of organic expansion and targeted expansion through acquisition.
2008 will be another exciting year for the Group’s development. In particular, the foundation laid through cooperation with the Group’s major strategic partners will help the Group to deliver another good results in 2008.
AMVIG will drive organic growth in each plant and look for vertical integration opportunities to continue to reduce cost and create synergies for the Group. The integration of Brilliant Group has greatly strengthened our market position and increased our competitiveness, the full-year impact of it will be fully reflected in 2008. Additionally, the expansion plan of Qingdao Plant is expected to bring additional contribution to the Group. The relocation of Shenzhen Plant and the new Dongguan plant will reinforce the relationship with our major customers in the southern parts of the PRC as well as improving the efficiency of the amalgamated facilities.
AMVIG will continue to look for suitable growth opportunities to widen our customers base, seek new growth brands and acquire companies with the right cultural fit.
With world class advanced technologies, innovative technical support and vertical integration advantages, it will reinforce the Group’s position as the leader in the tobacco packaging printing industry. This will further strengthen the partnership with China National Tobacco Corporation.
With our commitment to customer service excellence, the Company is well positioned to take on the challenge of the exciting years ahead. The Group will continue to remain as a dynamic player to achieve the planned growth and to maximize the return to our shareholders.
SUPPLEMENTARY INFORMATION
Purchase, Sale or Redemption of the Company’s listed securities
The Company repurchased 6,198,000 shares on the Stock Exchange during the year ended 31 December 2007. Such shares were cancelled after the repurchase and accordingly the issued share capital of the Company was reduced by the nominal value of these shares.
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Details of the repurchases are summarized as follows:
| Number of shares | Repurchase price per share | Repurchase price per share | Repurchase price per share | Total | |
|---|---|---|---|---|---|
| Date of repurchase | repurchased | Highest | Lowest | consideration | |
| (HK$) | (HK$) | (HK$’000) | |||
| 27 June 2007 | 6,000 | 9.94 | — | 60 | |
| 28 June 2007 | 30,000 | 10.20 | — | 306 | |
| 29 June 2007 | 358,000 | 10.40 | 10.28 | 3,693 | |
| 03 July 2007 | 1,290,000 | 10.68 | 10.66 | 13,773 | |
| 04 July 2007 | 774,000 | 10.86 | 10.68 | 8,391 | |
| 06 July 2007 | 32,000 | 11.30 | — | 362 | |
| 25 September 2007 | 1,200,000 | 11.80 | 11.40 | 13,983 | |
| 27 September 2007 | 134,000 | 11.40 | 11.38 | 1,527 | |
| 15 November 2007 | 104,000 | 11.52 | 11.48 | 1,197 | |
| 16 November 2007 | 828,000 | 11.50 | 10.96 | 9,305 | |
| 19 November 2007 | 468,000 | 11.80 | 11.10 | 5,409 | |
| 20 November 2007 | 354,000 | 11.80 | 11.04 | 4,043 | |
| 21 November 2007 | 84,000 | 11.74 | 11.56 | 982 | |
| 22 November 2007 | 200,000 | 11.36 | 11.10 | 2,249 | |
| 23 November 2007 | 162,000 | 11.10 | 11.00 | 1,787 | |
| 28 November 2007 | 174,000 | 10.80 | 10.58 | 1,865 |
Save and except the above and another 28,484,000 shares acquired by the Company for the benefits of the employees under the Employees’ Share Award Scheme as adopted by the Company on 13 June 2007, neither the Company nor any of its subsidiaries has purchased, sold or redeemed any of the Company’s listed securities during the year ended 31 December 2007.
Final Dividend
The Board recommended the payment of a final dividend of HK8.9 cents per share for the year ended 31 December 2007 (2006: HK12.8 cents) to be payable to the shareholders of the Company whose names appear on the register of members of the Company as at 7 May 2008. Subject to the approval of the Company’s shareholders at the forthcoming Annual General Meeting of the Company to be held on 7 May 2008. The final dividend will be paid to the Company’s shareholders on or about 21 June 2008.
Closure of Register of Members
The register of members of the Company will be closed from Wednesday, 30 April 2008 to Wednesday, 7 May 2008 (both days inclusive), during which period no transfer of shares of the Company will be registered. In order to qualify for entitlement to the proposed final dividend for the year ended 31 December 2007 and for attending the Annual General Meeting of the Company to be held on 7 May 2008, all transfers of shares of the Company accompanied by the relevant share certificates and the appropriate transfer forms must be lodged with the Company’s Share Registrar in Hong Kong, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:00 p.m. on Tuesday, 29 April 2008.
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Corporate Governance
The Company is committed to ensuring a high standard of corporate governance in the interests of the shareholders and devotes considerable effort to maintaining high level of business ethics and corporate governance practices. The Board is of the view that the Company has met the code provisions set out in the Code on Corporate Governance Practices contained in Appendix 14 of the Listing Rules, except that there is no separation of the role of Chairman and Chief Executive Officer. Mr. Chan Chew Keak, Billy currently assumes the role of both the Chairman and the Chief Executive Officer of the Company. The Board believes that this structure provides the Group with strong and consistent leadership and allows for more effective and efficient business planning and decisions as well as execution of long-term business strategies.
Audit Committee
The Audit Committee of the Company, comprising the three independent non-executive Directors, namely Mr. Tay Ah Kee, Keith (Chairman of the Audit Committee), Mr. Au Yeung Tin Wah, Ellis and Mr. Oh Choon Gan, Eric, has reviewed with senior management of the Group and external auditors the accounting principles and practices adopted by the Group and discussed auditing, internal control and financial reporting process including the review of the Company’s consolidated financial statements for the year ended 31 December 2007.
Preliminary Announcement of the Results Agreed by Auditors
The figures in respect of this preliminary announcement of the Group’s consolidated income statement, consolidated balance sheet and related notes for the year ended 31 December 2007 have been agreed by the Group’s auditors, RSM Nelson Wheeler, to the amounts set out in the Group’s audited consolidated financial statements for the year ended 31 December 2007. The work performed by RSM Nelson Wheeler in this respect did not constitute an assurance engagement in accordance with Hong Kong Standards on Auditing, Hong Kong Standards on Review Engagements or Hong Kong Standards on Assurance Engagements issued by the Hong Kong Institute of Certified Public Accountants and consequently no assurance has been expressed by RSM Nelson Wheeler on the preliminary announcement.
By the order of the Board AMVIG Holdings Limited Chan Chew Keak, Billy Chairman
Hong Kong, 7 April 2008
As at the date of this announcement, the Board comprised Mr. Chan Chew Keak, Billy, Mr. Chan Sai Wai, Mr. Ng Sai Kit and Mr. Lee Cheuk Yin, Dannis as executive Directors, Mr. David John Cleveland Hodge and Mr. Saw Kee Team, Alan as non-executive Directors, and Mr. Tay Ah Kee, Keith, Mr. Au Yeung Tin Wah, Ellis and Mr. Oh Choon Gan, Eric as independent non-executive Directors.
* For identification purpose only
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