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Computer And Technologies Holdings Limited Annual Report 2006

Apr 2, 2007

48900_rns_2007-04-02_d5d44cc6-0380-441a-89fb-6a29bdde8ea4.pdf

Annual Report

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CHINA AEROSPACE INTERNATIONAL HOLDINGS LIMITED 航 天 科 技 國 際 集 團 有 限 公 司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 31)

ANNOUNCEMENT OF ANNUAL RESULT 2006

The Board of Directors (the “Board”) of China Aerospace International Holdings Limited (the “Company”) is pleased to announce the audited results and financial statements of the Company and its subsidiaries (collectively the “Group”) for the financial year ended 31 December 2006.

SUMMARY OF RESULTS

The audited consolidated results of the Group for the year ended 31 December 2006 and the comparative figures of the same period in 2005 are as follows:

CONSOLIDATED INCOME STATEMENT

Notes
Continuing operations
Turnover
3
Cost of sales
Gross profit
Other income
Distribution costs
Administrative expenses
Waiver of debts
Impairment loss recognised in respect of
property, plant and equipment
Fair value changes of investment properties
Reversal of allowance for amounts due from
related companies
Finance costs
Share of results of associates
Share of results of jointly controlled entities
Impairment loss on available-for-sale investments
Gain on disposal of subsidiaries
Reversal of allowance for amounts due from
jointly controlled entities
(Loss) gain on disposal of associates
Profit before taxation
4
Taxation
5
Profit for the year from continuing operations
Discontinued operation
Loss for the year from discontinued operation
Profit for the year
2006
HK$’000
1,528,101
(1,170,772)
357,329
32,909
(50,073)
(199,060)

(937)
23,414

(15,956)

(5,579)



(201)
141,846
(26,784)
115,062

115,062
2005
HK$’000
1,610,175
(1,171,905)
438,270
54,007
(43,697)
(186,583)
176,024
(4,689)
1,679
5,450
(39,289)
274
(9,125)
(146,705)
876
2,977
69,164
318,633
(1,506)
317,127
(31,252)
285,875

1

Attributable to:
Equity holders of the Company
Minority interests
Earnings per share – Basic
6
From continuing and discontinued operations
From continuing operations
CONSOLIDATED BALANCE SHEET
AT 31 DECEMBER
Notes
Non-current assets
Property, plant and equipment
Prepaid lease payments
Investment properties
Interests in associates
Interests in jointly controlled entities
Available-for-sale investments
Pledged bank deposits
Current assets
Inventories
Trade and other receivables
8
Prepaid lease payments
Loans receivable
Amounts due from associates
Taxation recoverable
Bank balances and cash
Assets classified as held for sale
Current liabilities
Trade and other payables
9
Amounts due to associates
Amount due to a major shareholder
Taxation payable
Obligations under finance leases
– amount due within one year
Secured bank loans
Other loan
Net current assets
Total assets less current liabilities
110,966
4,096
115,062
HK 5.2cents
HK 5.2cents
2006
HK$’000
634,124
61,888
160,562

63,831
101,331
110,560
1,132,296
134,106
267,198
2,153
70,269

1,400
658,756
1,133,882
20,300
1,154,182
591,307
1,050
116,161
40,927
2,634
65,172
7,167
824,418
329,764
1,462,060
286,403
(528)
285,875
HK 13.4cents
HK 14.8cents
2005
HK$’000
590,351
60,795
27,110
8,027
69,410
90,827
110,560
957,080
125,383
274,742
2,070
258,077
3,627
2,659
474,767
1,141,325

1,141,325
576,271
1,050
184,593
20,938
7,692
16,925
6,891
814,360
326,965
1,284,045

2

Non-current liabilities

Non-current liabilities
Obligations under finance leases
– amount due after one year
Secured bank loans
Deferred taxation
Capital and reserves
Share capital
Reserves
Equity attributable to equity holders of the Company
Minority interests
44
166,401
22,616
189,061
1,272,999
214,242
1,006,170
1,220,412
52,587
1,272,999
3,987
191,780
7,954
203,721
1,080,324
214,242
846,945
1,061,187
19,137
1,080,324

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2006

1. BASIS OF PREPARATION

The consolidated financial statements have been prepared in accordance with Hong Kong Financial Reporting Standards (“HKFRSs”) issued by the Hong Kong Institute of Certified Public Accountants (“HKICPA”) and include applicable disclosures required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Companies Ordinance. The consolidated financial statements have been prepared on the historical cost basis, except for certain properties and financial instruments, which are measured at fair value.

2. APPLICATION OF NEW AND REVISED HONG KONG FINANCIAL REPORTING STANDARDS (“HKFRSs”)

In the current year, the Group has applied, for the first time, a number of new standard, amendments and interpretations (“new HKFRSs”) issued by the HKICPA, which are either effective for accounting periods beginning on or after 1 December 2005 or 1 January 2006. The adoption of the new HKFRSs had no material effect on how the results and financial position for the current or prior accounting periods have been prepared and presented. Accordingly, no prior period adjustment has been required.

The Group has not early applied the following new standards, amendment or interpretations that have been issued but are not yet effective. The directors of the Company anticipate that the application of these new standards, amendment or interpretations will have no material impact on the results and the financial position of the Group.

HKAS 1 (Amendment) Capital disclosures1
HKFRS 7 Financial instruments: Disclosures1
HKFRS 8 Operating segments2
HK(IFRIC) – INT 7 Applying the restatement approach under HKAS 29 Financial Reporting in
Hyperinflationary Economies3
HK(IFRIC) – INT 8 Scope of HKFRS 24
HK(IFRIC) – INT 9 Reassessment of embedded derivatives5
HK(IFRIC) – INT 10 Interim financial reporting and impairment6
HK(IFRIC) – INT 11 HKFRS 2 – Group and treasury share transactions7
HK(IFRIC) – INT 12 Service concession arrangements8
  • 1 Effective for annual periods beginning on or after 1 January 2007.

  • 2 Effective for annual periods beginning on or after 1 January 2009.

  • 3 Effective for annual periods beginning on or after 1 March 2006.

  • 4 Effective for annual periods beginning on or after 1 May 2006.

  • 5 Effective for annual periods beginning on or after 1 June 2006.

  • 6 Effective for annual periods beginning on or after 1 November 2006.

  • 7 Effective for annual periods beginning on or after 1 March 2007.

  • 8 Effective for annual periods beginning on or after 1 January 2008.

3

3. SEGMENT INFORMATION

The Group’s turnover and contribution to trading results, analysed by business segments, which is the primary segment, are as follows:

2006

Manufacturing
Plastic products
Liquid crystal display
Printed circuit boards
Intelligent chargers and security system
Other products
Property
Trading
Finance
Elimination
Consolidated total from continuing operations
Unallocated corporate income
Unallocated corporate expenses
Finance costs
Share of results of jointly controlled entities
Loss on disposal of associates
Profit before taxation
Taxation
Profit for the year
Turnover Total
HK$’000
633,564
235,773
206,816
502,383
3,928
1,582,464
26,824
5,230
2,078
1,616,596
(88,495)
1,528,101
Results from
continuing
operations
Segment
result
HK$’000
63,698
20,482
46,639
56,572
(12,944)
174,447
40,854
(3,625)
6,116
217,792
(23,062)
194,730
7,847
(38,995)
163,582
(15,956)
(5,579)
(201)
141,846
(26,784)
115,062
External
sales
HK$’000
558,956
234,305
206,816
502,383
3,928
1,506,388
16,483
5,230

1,528,101

1,528,101
Inter-
segment
sales
HK$’000
74,608
1,468



76,076
10,341

2,078
88,495
(88,495)

Inter-segment sales are charged at prevailing market prices.

4

2005

Manufacturing
Plastic products
Liquid crystal display
Printed circuit boards
Intelligent chargers and security system
Other products
Property
Trading
Finance
Elimination
Consolidated total from continuing operations
Unallocated corporate income
Unallocated corporate expenses
Finance costs
Share of results of associates
Share of results of jointly controlled entities
Gain on disposal of subsidiaries
Reversal of allowance for amounts due from
related companies
Reversal of allowance for amounts due from
jointly controlled entities
Gain on disposal of associates
Profit before taxation
Taxation
Profit for the year
Turnover Total
HK$’000
550,175
133,398
165,426
429,420

1,278,419
392,323
9,939
52,807
1,733,488
(123,313)
1,610,175
Results from
continuing
operations
Segment
result
HK$’000
41,289
10,882
30,694
58,661
(1,683)
139,843
168,534
(781)
13,252
320,848
(64,920)
255,928
76,647
(44,269)
288,306
(39,289)
274
(9,125)
876
5,450
2,977
69,164
318,633
(1,506)
317,127
External
sales
HK$’000
483,656
133,398
165,426
429,359

1,211,839
381,080
9,939
7,317
1,610,175

1,610,175
Inter-
segment
sales
HK$’000
66,519


61

66,580
11,243

45,490
123,313
(123,313)

Inter-segment sales are charged at prevailing market prices.

5

4. PROFIT BEFORE TAXATION

Profit before taxation has been
arrived at after charging:
Auditors’ remuneration
Depreciation on
– owned assets
– assets held under finance
leases
Amortisation on prepaid lease
payments
Loss on disposal of property,
plant and equipment
Allowance for doubtful debts
Allowance for amount due from
an associate
Minimum lease payments under
operating leases in respect of
land and buildings
Research expenses
Total staff costs, including
directors’ remuneration
and after crediting:
Gross rental income
Less: Direct operating expenses
from investment properties
that generated rental income
during the year
Net gain on disposal of
investments held for trading
Reversal of allowance
(allowance) for obsolete
inventories_(note)_
Interest income
Continuing
operations
2006
2005
HK$’000
HK$’000
3,289
2,452
43,484
49,645
2,173
2,926
2,116
2,070
7,165
11,533
634
4,358
3,601

4,751
3,511
11,603
9,210
182,725
168,283
16,483
21,270
(1,346)
(2,898)
15,137
18,372
7,190

1,408
(3,046)
11,143
7,317
Discontinued
operations
2006
2005
HK$’000
HK$’000

295

2,181





4,839







111

8,643









15,079

Total
2006
2005
HK$’000
HK$’000
3,289
2,747
43,484
51,826
2,173
2,926
2,116
2,070
7,165
16,372
634
4,358
3,601

4,751
3,511
11,603
9,321
182,725
176,926
16,483
21,270
(1,346)
(2,898)
15,137
18,372
7,190

1,408
12,033
11,143
7,317
2006
HK$’000
3,289
43,484
2,173
2,116
7,165
634
3,601
4,751
11,603
182,725
16,483
(1,346)
15,137
7,190
1,408
11,143
2006
HK$’000















2006
HK$’000
3,289
43,484
2,173
2,116
7,165
634
3,601
4,751
11,603
182,725
16,483
(1,346)
15,137
7,190
1,408
11,143

Note: The amounts are included in cost of sales.

5. TAXATION

The tax charge for the year comprises:

Current tax:
Hong Kong Profits Tax
PRC Enterprise Income Tax
Under(over)provision in prior years:
Hong Kong Profits Tax
Deferred tax
Taxation attributable to the Company and its subsidiaries
Continuing operations
2006
2005
HK$’000
HK$’000
5,998
457
16,240
10,717
22,238
11,174
185
(91)
4,361
(9,577)
26,784
1,506

6

Hong Kong Profits Tax is calculated at 17.5% on the estimated assessable profits for both years. Taxation arising in other jurisdictions is calculated at rates prevailing in the relevant jurisdictions.

Pursuant to relevant laws and regulations in the PRC, certain of the Company’s subsidiaries are entitled to exemption from income tax under tax holidays and concessions. Income tax was calculated at rates given under the concessions.

6. EARNINGS PER SHARE

The calculation of the basic earnings per share is based on the following data:

Earnings
Earnings for the year for calculation of basic earnings per share
from continuing and discontinued operations
Earnings for the year for calculation of basic earnings per share
from continuing operations
Weighted average number of ordinary shares for the calculation
of basic earnings per share
2006
2005
HK$’000
HK$’000
110,966
286,403
110,966
317,655
Number of Shares
’000
’000
2,142,420
2,142,420
2005
HK$’000
286,403
317,655

7. DIVIDEND

No dividend was paid or proposed during 2006, nor has any dividend been proposed since the balance sheet date (2005: nil).

8. TRADE AND OTHER RECEIVABLES

Trade receivables
Other receivables, deposits and prepayments
2006
HK$’000
229,827
37,371
267,198
2005
HK$’000
195,315
79,427
274,742

The Group allows an average credit period of 90 days to its trade customers. The following is an aged analysis of trade receivables at the balance sheet date:

Within 90 days
Between 91 – 180 days
2006
HK$’000
221,637
8,190
229,827
2005
HK$’000
195,315
195,315

The fair value of the Group’s trade and other receivables at 31 December 2006 approximates to the corresponding carrying amount.

7

9. TRADE AND OTHER PAYABLES

Trade payables
Other payables and accrued charges
The following is an aged analysis of trade payables at the balance sheet date:
Within 90 days
Between 91 – 180 days
Between 181 – 365 days
Between 1 to 2 years
Over 2 years
2006
HK$’000
268,350
322,957
591,307
2006
HK$’000
236,508
5,872
348
5,256
20,366
268,350
2005
HK$’000
316,776
259,495
576,271
2005
HK$’000
280,739
4,402
1,440
8,977
21,218
316,776

The fair value of the Group’s trade and other payables at 31 December 2006 approximates to the corresponding carrying amount.

BUSINESS REVIEW

The audited turnover of the Group for the year ended 31 December 2006 was HK$1,528,101,000 and the profit attributable to shareholders was approximately HK$110,966,000. The earnings per share was HK$0.052.

In 2006, through acquiring new quality customers, continuing technological enhancement and strengthening internal control, the Group’s hi-tech manufacturing business, which comprises liquid crystal displays, printed circuit boards, plastic injection and intelligent battery chargers as the core products, achieved a steady growth. The turnover from which recorded HK$1,506,388,000, representing an increase of about 24% as compared to that of last year; and the profit was HK$174,447,000, representing an increase of about 25% as compared to that of last year. In particular, the performance of the businesses of liquid crystal displays and printed circuit boards was relatively strong. During the year, the turnover of both businesses increased 76% and 25% respectively.

In 2006, the Group has focused in asset restructure and enhancement; with such efforts gaining a substantial breakthrough. With the full support from the substantial shareholder, China Aerospace Science & Technology Corporation (“CASC”), the Group entered into a sale and purchase agreement with CASC in March 2006. Pursuant to the agreement, CASC was assigned loans receivable of approximately HK$188,000,000; the Group, in return, received a 79.25% shareholdings in Vanbao Development (Canada) Limited, the related shareholder’s loan and the entire shareholdings of Dongguan Huadun Enterprises Limited as the consideration for the disposal of loans receivable. The transaction was made in accordance with an equal-value swap principle. In order to settle the balance, CASC agreed to set off a sum of HK$80,000,000 shareholder’s loan due from the Group and paid to the Group a sum of approximately HK$14,924,000 in cash. The details of the transaction are referred to the shareholders’ circular dated 10 April 2006. The independent shareholders of the Company approved the transaction at the extraordinary general meeting held on 26 April 2006. The transaction was completed on 30 September 2006.

The assets swap transaction strengthened the financial position and improved the asset quality of the Group. As of 31 December 2006, the appraised values of the two pieces of land assigned from the assets swap transaction contributed a surplus of HK$18,533,000 to the Group upon revaluation, as a result of the booming property markets.

8

In 2006, the Group captured opportunities to strengthen the development of new businesses and migrated an important step forward. Hi-tech manufacturing business, science and technology park complex development, and hi-tech industries development are the three major focuses of the Group’s business development. With the support from CASC, the Group successfully reached a joint venture agreement with the Shanghai Minhang Investment Construction Company Limited, a wholly-owned subsidiary of the government of Minhang District in Shanghai, to establish the Shanghai Aerospace Technology Investment Company Limited (the “Joint Venture”). The details of the agreement are referred to the shareholders’ circular dated 16 November 2006. The principal activities of the Joint Venture are the development, management and operation of the Aerospace Technology Park (“Park”). Locating in the Minhang District, Shanghai, the Park is planned to attract enterprises from aerospace and advanced-technology industries. At present, the Joint Venture has been established and engaged in normal operation. The Park has commenced an initial site work in order to prepare for the construction. It is anticipated that the Joint Venture will attract high potential enterprises from CASC to the Park.

The mission of the Park is to become the economic focal point for CASC’s industries. Being a 80% controlling shareholder of the Joint Venture, the Group will utilize this investment project to establish a platform with an aim to explore and realize orderly mergence and interactive development of aerospace and advanced-technology industries in the PRC. As the developer, manager and operator of the Park, the Joint Venture will ensure that those enterprises’ projects entering into the Park will comply with the relevant requirements of the Shanghai Municipal People’s Government. The Joint Venture will also assist those enterprises from CASC to introduce capital investments.

BUSINESS PROSPECT

Following the completion of the third phase extension work of Huizhou Industrial Park, the Group’s overall production capacity will be enhanced. It is anticipated that the hi-tech manufacturing business will maintain a steady growth and contribute a stable foundation to generate profits for the Group.

In relation to the complex development of the Park, the Group’s Joint Venture in Shanghai will endeavor to build up a professional team and work closely with the municipal government and experienced business partners so as to construct and develop the Park jointly. In the meantime, the Group will continue to strengthen the communications with CASC and fully utilize the leading resources of CASC to further explore other potential projects and investment opportunities.

Looking forward, the Board is full of confidence of the Group’s future development. The Group will adhere to the above business focuses and endeavor to active development in hope of creating values for our shareholders and the community.

MANAGEMENT DISCUSSION AND ANALYSIS

The audited turnover of the Group for the year ended 31 December 2006 was HK$1,528,101,000, representing a decrease of 5% as compared with that of the continuing operations in 2005. The administrative expenses and the finance costs were HK$199,060,000 and $15,956,000 respectively, representing an increase of 6.69% and a decrease of 59% as compared with last year. The profits attributable to shareholders were HK$110,966,000, representing a decrease of 61% as compared with that of HK$286,403,000 in last year. The Directors resolved not to declare any final dividend in respect of the financial year ended 31 December 2006.

The reduction of turnover in 2006, as compared with that of 2005, was mainly due to the disposal of Conic Investment Building in 2005 which generated a revenue of HK$330,000,000. The reduction of overall profits in 2006, as compared with that of 2005, was due to the profits of 2005 being included exceptional gains arising from the waiver of debts resulting from the restructuring of the loans with the Bank of China, of HK$176,024,000, and the profits on the disposal of the shareholdings in CASIL Telecommunications Holdings Limited and several associate companies, of HK$69,164,000. Save for the exceptional gains, the profits in 2006 increased 53% as compared with that of 2005 of HK$72,467,000. The increase was arising from the growth in profits of hi-tech manufacturing business. The substantial reduction of finance costs in 2006 was the results of a series of loan restructurings and the betterment of assets. The increase in administrative expenses was caused by the increase in staff cost of the Group, the relocation of head office, and the increase in research and development expenses and the additional provisions made by the subsidiaries.

9

During the first half of 2006, the Group completed its business restructuring in accordance with the development strategy, and continued to devote to market development. Through the adoption of the measures of strict cost control, cutting finance expenses and accelerating assets consolidation, the Group improved its overall assets allocation. The core competitive advantages and leading position of the major businesses were further strengthened, maintaining a relatively good development strength and creating better conditions for the Group’s future development.

In 2006, the operations of the Group’s hi-tech manufacturing business was well performed. The turnovers for businesses of liquid crystal displays, printed circuit boards, plastic products and intelligent battery chargers were HK$234,305,000, HK$206,816,000, HK$558,956,000 and HK$502,383,000, representing an increase of 76%, 25%, 16% and 17% respectively. The overall average gross profit margin of hi-tech manufacturing business was 22%. Through continuous measures such as enhancement of production efficiency, strict cost control and provision of good quality of customer services, the hi-tech manufacturing business maintains strong competitive advantages.

The construction work of the third phase extension of Huizhou Industrial Park was completed at the end of 2006. It is anticipated that production will commence in the new factory buildings, of around 45,000 m[2] , during the first half of 2007. The production capacity of hi-tech manufacturing business will then be enhanced, creating a new momentum for the hi-tech manufacturing business to attain future growth.

As at 31 December 2006, the total assets of the Group were HK$2,286,478,000, of which the non-current portion and the current portion were HK$1,132,296,000 and HK$1,154,182,000 respectively. The total liabilities were HK$1,013,479,000, of which the current and the non-current liabilities were HK$824,418,000 and HK$189,061,000 respectively. Save for the minority interest, the equity attributable to equity holders of the Company was HK$1,220,412,000 and the net assets per share was HK$0.57. Save as the litigation disclosed in the 2006 annual report, the Group did not have any material contingent liabilities. As at 31 December 2006, the assets/liabilities ratio was 44.32% representing an improvement as compared to that of 48.52% of last year and the current ratio was 1.40, which was more or less the same to that of last year.

The source of funding of the Group mainly comes from its internal financial resources and banking facilities. The Group’s cash on hand as at 31 December 2006 was HK$769,316,000, most of which was in HK dollars and the rest in RMB and US dollars. The Group reviews its cash flow and financial position periodically and does not engage into any financial instruments or derivatives to hedge the exchange and the interest rate risks.

The completion of the assets swap transaction with CASC resulted in substantial reduction in the outstanding amount of loans receivable of the Group, increase in cash on hand, and decrease in the amount due to substantial shareholder; the quality of the Group’s asset was then improved as a result. The Group will endeavor to collect the remaining loans receivable and handle the related litigation properly.

In December 2006, the Group reached an agreement with an independent third party to dispose part of the property assets of Dongguan Huadun Enterprises Limited. The disposal is expected to complete during the first half of 2007 and the revenues arising from such transaction will be reflected in 2007.

A couple of the Group’s real estates and investments have been mortgaged to banks for financing with interest calculated at prime rate, and the remaining terms by installment are repayable in about 5 years.

The Group’s emolument policy is based on employee’s qualification, experience and performance and is referred to market data. The Group will continue to strengthen the human resources management and strictly apply the performance based evaluation standard so as to enhance the performance of individual staff and their contributions to the Group. As at 31 December 2006, the Group had more than 5,700 staff in both the mainland China and Hong Kong.

Looking forward to year 2007, under the leadership of the Board, the Group will reinforce its capabilities to enhance sales and profitability, perfect the internal control system, and strengthen internal management, with an aim to maintain the steady growth of the hi-tech manufacturing business. Regarding science and technology park complex development and hi-tech industries investment, the Group will actively explore opportunities, so as to achieve breakthrough in new business development and deliver outstanding performance for shareholders.

PURCHASE, SALE OR REDEMPTION OF THE COMPANY’S LISTED SECURITIES

There had been no purchase, sale or redemption of the Company’s listed securities by the Company and its subsidiaries during the period.

10

CORPORATE GOVERNANCE

During 2006, the Company had complied with the provisions of the Code on Corporate Governance Practices of Appendix 14 of the Listing Rules.

The Company had adopted the Model Code for Securities Transactions by Directors of Listed Issuers, Appendix 10 of the Listing Rules, as the required standard for the Directors of the Company to trade the securities of the Company. Hence, the Company enquired all the Directors individually whether they had complied with Appendix 10 while trading the securities of the Company during 2006, and all Directors had complied with the requirements of Appendix 10 during the period.

AUDIT COMMITTEE

The Audit Committee of the Company currently has a membership comprising two Independent Non-Executive Directors, Mr Chow Chan Lum, Charles and Mr Luo Zhenbang, and a Non-Executive Director, Mr Wang Yujun. The Audit Committee of the Company reviewed, discussed and approved this 2006 financial statements that had been audited by the auditors, Deloitte Touche Tohmatsu.

DISCLOSURE OF INFORMATION WEBSITES

Information that is required by paragraphs 45(1) to 45(3) of Appendix 16 of the Listing Rules will be released on the websites of the Stock Exchange (www.hkex.com.hk) and the Company (www.casil-group.com) in due course.

DIRECTORS

Upon the Board’s approval to the audited financial statements of the Group for the year ended 31 December 2006, Mr Lee Hung Sang, due to limited time available to the directorship of the Company, and Mr Chen Dingyi, due to the reason of retirement, resigned as Independent Non-Executive Director and member of Remuneration Committee of the Company, and Non-Executive Director of the Company respectively and Mr Wang Junyan was appointed as Independent Non-Executive Director and member of Remuneration Committee of the Company, with effect from 30 March 2007. The Board expresses its appreciation to Mr Lee Hung Sang and Mr Chen Dingyi for the valuable contributions to the Company during their tenure of services and extends a warm welcome to Mr Wang Junyan in joining the Board of the Company.

APPRECIATION

The Company expresses its sincere gratitude to its shareholders, banks, business partners, people from various social communities, as well as all staff of the Group for their long-time support.

By order of the Board Ma Xingrui Chairman

Hong Kong SAR, 30 March 2007

As of the date of this announcement, the Board of Directors of the Company comprises:

Executive Directors Non-Executive Directors Independent Non-Executive Directors Mr Zhao Liqiang (President) Mr Ma Xingrui (Chairman) Mr Chow Chan Lum, Charles Mr Zhou Qingquan Mr Gong Bo Mr Luo Zhenbang Mr Zhao Yuanchang Ms Chan Ching Har, Eliza Mr Wang Junyan Mr Wu Hongju Mr Wang Yujun Mr Guo Xianpeng Mr Xu Jianhua

“Please also refer to the published version of this announcement in The Standard”

11