Synagistics Limited — Annual Report 2003

Jul 17, 2003

CONCEPTA INVESTMENTS LIMITED

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CONCEPTA INVESTMENTS LIMITED 正奇投資有限公司[*]

(Incorporated as an exempted company in the Cayman Islands with limited liability)

ANNOUNCEMENT OF RESULTS FOR THE PERIOD FROM 26TH JULY 2002 (DATE OF INCORPORATION) TO 31ST MARCH 2003

RESULTS

The Board of Directors (“Board”) of Concepta Investments Limited (the “Company”) is pleased to announce the audited results of the Company for the period from 26th July 2002 (date of incorporation) to 31st March 2003 (the “Period”).

Note Turnover 3 Other revenue 3 Expenses Auditors’ remuneration Custodian fee Depreciation Directors’ emoluments Investment management fee Other operating expenses Loss before taxation Taxation 4 Loss for the period Basic loss per share (cents) 5	HKD – 27,243
	27,243 ---------------- 80,000 7,800 3,460 86,000 23,150 146,617
	347,027 ---------------- (319,784) –
	(319,784)
	(3.4)

Notes:

1. Basis of preparation of financial statements

The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in Hong Kong and comply with accounting standards issued by the Hong Kong Society of Accountants. They have been prepared under the historical cost convention.

2. Revenue recognition

Revenue is recognised when it is probable that the economic benefits will flow to the Company and when the revenue can be measured reliably. Interest income is recognised on a time proportion basis, taking into account the principal amounts outstanding and the interest rates applicable.

3. Turnover, revenue and segment information

Turnover Other revenue Interest income Total revenue	HKD – 27,243
	27,243

No business or geographical analysis of the Company’s performance is provided as the Company had not commenced operation or business during the Period.

4. Taxation

No provision for Hong Kong profits tax has been made as the Company has no assessable profit for the Period.

The Company had no significant unprovided deferred taxation at 31st March 2003.

5. Basic loss per share

The calculation of basic loss per share is based on the Company’s loss for the Period of HKD319,784 divided by the weighted average number of share outstanding during the Period, being 9,375,000.

There were no dilutive potential shares during the period ended 31st March 2003, therefore, no diluted loss per share has been presented.

CONCEPTA INVESTMENTS LIMITED 18-07-2003

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CONCEPTA INVESTMENTS LIMITED

DIVIDEND

The directors do not recommend the payment of a dividend in respect of the Period.

MANAGEMENT DISCUSSION AND ANALYSIS

Initial public offering and issue of shares

The Company is an investment company incorporated with limited liability as an exempted company in the Cayman Islands on 26th July 2002.

During the Period, the Company issued 25,000,000 new shares to Oriental Patron Financial Services Group Limited, the substantial shareholder of the Company (as defined in the Listing Rules) at an issue price of HKD0.50 per share. In addition, in connection with the Company’s initial public offering, the Company offered a further 75,000,000 new shares at an issue price of HKD0.50 per share by way of placing and public offer. The shares of the Company were listed on the Stock Exchange of Hong Kong Limited (the “Stock Exchange”) on 20th March 2003. The net proceeds raised via the Company’s initial public offering were approximately HKD34 million.

Results of operation

The Company had not commenced business since its public listing.

Liquidity and financial resources

During the Period, the Company had no borrowing and no credit facilities obtained from financial institutions. As at 31st March 2003, The Company had bank balances of HKD46,288,698. As all the cash was placed in Hong Kong Dollars short-term deposits with major banks in Hong Kong, exposure to exchange fluctuation is considered minimal. The Board believes that the Company has sufficient financial resources to satisfy its future investments and working capital requirements.

The Company had net current assets of HKD46,201,564 and no borrowings or long term liabilities as at 31st March 2003, which positions the Company advantageously to pursue its investment strategies and new investment opportunities.

Employees

During the Period, the Company did not employ any employees other than the directors of the Company. Total staff costs for the Period amounted to HKD86,000. The Company’s remuneration policies are in line with the market practice and are determined on the basis of the performance and experience of individual employees.

Charges on the Company’s assets and contingent liabilities

As at 31st March 2003, there were no charges on the Company’s assets and the Company did not have any significant contingent liabilities.

Prospects

The world economy is not showing any signs of recovery in 2003 and the corporate profitability is unlikely to be greatly improved. Fortunately, we are located in Hong Kong, the international financial hub of the Greater China. While the Hong Kong’s economy is yet to revive, international investors can through Hong Kong’s capital market take advantage of the booming PRC economy.

We consider there are plenty of investment opportunities in the Greater China, particularly, in:

1. small-sized private companies with great potential growth;

2. companies of strong growth potential, but their share prices are not performing well for they are not known to international investors due to their small size or short listing period;

3. companies that are hindered by poor corporate governance, but with room for improvements; and

4. companies whose share prices are suppressed for some reasons.

Picking the right investment is of utmost importance among the above opportunities. With the extensive experience and market insights of our management, we can assist the targeted companies to improve their management and their relationship with investors. We believe the Company can bring attractive return for investors.

PURCHASE, SALE OR REDEMPTION OF SHARES

The Company has not purchased, sold or redeemed any of its shares during the Period.

COMPLIANCE WITH THE CODE OF BEST PRACTICE

Throughout the Period, the Company was in compliance with the Code of Best Practice as set out in Appendix 14 to the Listing Rules.

AUDIT COMMITTEE

The Company established an audit committee on 26th February 2003 with written terms of reference in compliance with the Code of Best Practice as set out in Appendix 14 to the Listing Rules. Amongst other duties, the principal duties of the audit committee are to review and supervise the financial reporting process and internal control system of the Company.

The Company’s audit committee comprised two independent non-executive directors, namely, Mr. KWONG Che Keung, Gordon and Prof. HE Jia.

DISCLOSURE OF INFORMATION ON THE STOCK EXCHANGE’S WEBSITE

All the information required by 45(1) to 45(3) of Appendix 16 of the Rules Governing the Listing of Securities on the Stock Exchange will be published on the Stock Exchange’s website in due course.

On behalf of the Board ZHANG Gaobo Executive Director

Hong Kong SAR, 17th July, 2003

* for identification purpose only

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CONCEPTA INVESTMENTS LIMITED

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the shareholders of the Company will be held at Units 4201-7, COSCO Tower, 183 Queen’s Road Central, Hong Kong on Monday, 18th August 2003 at 10:00 a.m. for the following purposes:

1. To receive and consider the audited financial statements for the period from 26th July 2002 (date of incorporation) to 31st March 2003 together with the reports of the directors and of the auditors.

2. To re-elect retiring directors and to authorise the board of directors to fix their remuneration.

3. To re-appoint the auditors and to authorise the board of directors to fix their remuneration.

4. As special business, to consider and, if thought fit, pass the following resolutions as Ordinary Resolutions:

Ordinary Resolutions

• A. “ THAT ”:

• (a) subject to paragraph A(b) below, the exercise by the directors of the Company (“Directors”) during the Relevant Period of all power of the Company to repurchase its own shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the securities of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as amended from time to time, be and is hereby generally and unconditionally approved and authorised;

• (b) the aggregate nominal amount of the shares of the Company to be repurchased by the Company pursuant to the approval in paragraph A(a) above during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this Resolution and the approval pursuant to paragraph A(a) above shall be limited accordingly;

• (c) for the purpose of this Resolution, “Relevant Period” means the period from the date of passing this Resolution until whichever is the earliest of:

  • (1) the conclusion of the next annual general meeting of the Company;

  • (2) the expiration of the period within which the next annual general meeting of the Company is required by the Company’s Articles of Association or law to be held; and

  • (3) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company in general meeting.

• B. “ THAT ”:

• (a) subject to paragraph B(b) below, a general mandate be and is hereby unconditionally given to the Directors to exercise all the powers of the Company during the Relevant Period to allot, issue and deal with the new shares in the capital of the Company or securities convertible into shares, or options, warrants or similar rights to subscribe for any shares, and to make and grant offers, agreements and options which would or might require the exercise of such powers, whether during the continuance of the Relevant Period or thereafter;

• (b) the aggregate nominal amount of the share capital allotted or agreed conditionally or unconditionally to be allotted or dealt with pursuant to the approval in paragraph B(a) above during the Relevant Period, otherwise than pursuant to the following, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this Resolution and the approval pursuant to paragraph B(a) above shall be limited accordingly;

  • (1) a right issue where shares are offered for a period fixed by the Directors to shareholders on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard, as appropriate, to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or stock exchange in Hong Kong or in any territory applicable to the Company);

  • (2) an issue of shares under any share option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company of shares or rights to acquire shares of the Company and approved by the Stock Exchange of Hong Kong Limited;

  • (3) any issue of shares in the Company upon the exercise of subscription rights attaching to any warrants of the Company; or

  • (4) any scrip dividend scheme or similar arrangement implemented in accordance with the Articles of Association of the Company; and

• (c) for the purpose of this Resolution, “Relevant Period” means the period from the date of passing this Resolution until whichever is the earliest of:

  • (1) the conclusion of the next annual general meeting of the Company;

  • (2) the expiration of the period within which the next annual general meeting of the Company is required by the Company’s Articles of Association or law to be held; and

  • (3) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company in general meeting.

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CONCEPTA INVESTMENTS LIMITED

• C. “ THAT ”:

  • Conditional upon the passing of Resolutions set out in paragraphs 4A and 4B, the general mandate granted to the directors of the Company pursuant to Resolution set out in paragraph 4B to exercise the powers of the Company to allot shares in the capital of the Company be and is hereby extended by the addition to the aggregate nominal amount of the shares capital which may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to such general mandate an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to Resolution set out in paragraph 4A, provided that such amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this Resolution.

• To transact any other business.

By order of the Board WONG Hiu Ling Company Secretary

Hong Kong SAR, 17th July, 2003 Registered office: Principal place of business: P.O. Box 309GT Units 4201-7, 42nd Floor Ugland House COSCO Tower South Church Street 183 Queen’s Road Central George Town Hong Kong Grand Cayman Cayman Islands Notes:

1. A shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote on his behalf. A proxy need not be a member of the Company.

2. To be valid, a form of proxy together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the Company’s branch share registrar in Hong Kong, Abacus Share Registrars Limited, G/F., Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time for holding of the meeting and adjourned meeting.

3. In relation to proposed resolutions no.4, an explanatory statement containing the information necessary to enable the shareholders to make an informed decision to vote on the proposed resolutions as required by the Listing Rules will be set out in a separate document accompanying the 2003 annual report of which this notice forms part.

Please also refer to the published version of this announcement in The Standard dated on 18-07-2003.

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