Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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UNIVERSAL TECHNOLOGIES HOLDINGS LIMITED 環球實業科技控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1026)

FINAL RESULT ANNOUNCEMENT FOR THE YEAR ENDED 31 DECEMBER 2011

HIGHLIGHTS OF THE YEAR

Turnover for the year ended 31 December 2011 amounted to HK$240.34 million (2010: HK$122.95 million), representing an increase of 95% over the last fiscal year.
Net profit attributable to shareholders of the Company for the year ended 31 December 2011 was HK$58.15 million (2010: HK$53.29 million), representing an increase of 9% over the last fiscal year. The main reason for the increase in profit for the year was attributable to the significant increase in turnover of international payment solutions business.
Basic and diluted earnings per share for the year ended 31 December 2011 amounted to HK3.59 cent and HK3.57 cent respectively (2010: HK3.46 cent and HK3.46 cent respectively).
The Board of Directors has resolved to recommend a final dividend of HK1.00 cent per share for the year ended 31 December 2011 (2010: HK0.60 cent per share).

– 1 –

RESULTS

The Board of Directors (the “Board”) is pleased to announce the audited consolidated results of the Company and its subsidiaries (together, the “Group”) for the year ended 31 December 2011 together with the comparative audited figures as follows:

CONSOLIDATED INCOME STATEMENT

For the year ended 31 December 2011

Note
Turnover
3
Cost of sales/services rendered
Gross profit
Other revenue
3
Other income
4
General and administrative expenses
Profit from operations
Gain on bargain purchase
Increase in fair value of investment properties
Loss on disposal of subsidiaries
Finance costs
Profit before income tax
5
Income tax expense
7
Profit for the year
Attributable to:
Shareholders of the Company
Non-controlling interests
Profit for the year
Earnings per share_(in cents)_
Basic
10
Diluted
10

2011
2010
HK$’000
HK$’000
240,339
122,952
(33,755)
(11,540)
206,584
111,412
7,171
4,112
2,801
1,428
(149,170)
(91,221)
67,386
25,731
3,710
—
2,105
46,536
—
(1,377)
(9,618)
(2,743)
63,583
68,147
(1,888)
(15,169)
61,695
52,978
58,145
53,294
3,550
(316)
61,695
52,978
3.59
3.46
3.57
3.46

– 2 –

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME For the year ended 31 December 2011

Profit for the year Other comprehensive income: Exchange differences arising on translation of financial statements of subsidiaries established in the People’s Republic of China Other comprehensive income for the year, net of tax Total comprehensive income for the year Total comprehensive income attributable to: Shareholders of the Company Non-controlling interests	2011 *HK$’000* 61,695 8,190 8,190 69,885 65,625 4,260 69,885	2010 HK$’000 52,978 6,913 6,913 59,891 60,116 (225) 59,891

– 3 –

CONSOLIDATED STATEMENT OF FINANCIAL POSITION At 31 December 2011

Note NON-CURRENT ASSETS Property, plant and equipment Prepaid land lease premium Investment properties Intangible assets Goodwill Deposit paid for an investment Other receivables 12 CURRENT ASSETS Inventories Debtors 11 Trade deposits Deposits, prepayments and other receivables 12 Financial assets at fair value through profit or loss Prepaid land lease premium Pledged time deposits Cash and bank balances DEDUCT: CURRENT LIABILITIES Bank loans Trade payable Payable to merchants 13 Deposits received, sundry creditors and accruals Tax payable NET CURRENT ASSETS	2011 *HK$’000* 58,717 43,056 120,730 15,395 79,870 — 600 318,368 27,373 119,277 — 169,679 14,571 1,253 114,736 365,337 812,226 217,765 75 328,650 129,018 1,243 676,751 135,475	2010 HK$’000 54,260 39,190 114,600 11,668 79,870 3,892 —
		303,480
		16,803 224,760 1,800 39,043 10,985 1,068 — 267,215
		561,674
		32,409 24,846 339,632 84,489 3,538
		484,914
		76,760

– 4 –

Note TOTAL ASSETS LESS CURRENT LIABILITIES DEDUCT: NON-CURRENT LIABILITIES Bank loans Deferred tax liability 8(a) NET ASSETS REPRESENTING: CAPITAL AND RESERVES Share capital Reserves TOTAL EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE COMPANY NON-CONTROLLING INTERESTS TOTAL EQUITY	2011 *HK$’000* 453,843 — 13,122 13,122 440,721 17,025 400,081 417,106 23,615 440,721	2010 HK$’000 380,240
		18,282 12,061
		30,343
		349,897
		15,441 312,271
		327,712 22,185
		349,897

– 5 –

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2011

					Attributable	to shareholders of the	to shareholders of the	Company
			Capital	Treasury				Share					Non-
	Share	Share	redemption	shares	Capital	Special	Exchange	options	Statutory	Other	Retained		controlling
	capital	premium	reserve	reserve	reserve	reserve	reserve	reserve	reserve	reserve	profits	Total	interests	Total
	HK$’000	HK$’000	HK$’000	HK$’000	HK$’000	HK$’000	HK$’000	HK$’000	HK$’000	HK$’000	HK$’000	HK$’000	HK$’000	HK$’000
At 1.1.2010	15,039	205,295	—	—	1,093	10,754	(9,106)	4,170	7,133	—	18,378	252,756	2,848	255,604
Equity settled share-based transactions	—	—	—	—	—	—	—	8,274	—	—	—	8,274	—	8,274
Transferred to retained profits	—	—	—	—	—	—	—	(226)	—	—	226	—	—	—
Shares issued under share option
scheme	568	20,153	—	—	—	—	—	(3,675)	—	—	—	17,046	—	17,046
Dividend paid	—	—	—	—	—	—	—	—	—	—	(6,016)	(6,016)	—	(6,016)
Repurchased of own shares	(166)	(4,300)	166	—	—	—	—	—	—	—	(166)	(4,466)	—	(4,466)
Change in ownership interests in
subsidiaries that do not result in a
loss of control	—	—	—	—	—	—	—	—	—	—	2	2	17,879	17,881
Disposal of subsidiaries	—	—	—	—	—	—	—	—	—	—	—	—	1,683	1,683
Total comprehensive income for the
year	—	—	—	—	—	—	6,822	—	—	—	53,294	60,116	(225)	59,891
Transferred to statutory reserve	—	—	—	—	—	—	—	—	2,384	—	(2,384)	—	—	—
At 31.12.2010 and 1.1.2011	15,441	221,148	166	—	1,093	10,754	(2,284)	8,543	9,517	—	63,334	327,712	22,185	349,897
Equity settled share-based transactions	—	—	—	—	—	—	—	4,944	—	—	—	4,944	—	4,944
Transferred to retained profits	—	—	—	—	—	—	—	(769)	—	—	769	—	—	—
Shares issued under share option
scheme	1,843	75,778	—	—	—	—	—	(6,527)	—	—	—	71,094	—	71,094
Dividend paid	—	—	—	—	—	—	—	—	—	—	(43,337)	(43,337)	—	(43,337)
Repurchased of own shares	(259)	(8,000)	259	(810)	—	—	—	—	—	—	(259)	(9,069)	—	(9,069)
Change in ownership interests in a
subsidiary that do not result in a
loss of control	—	—	—	—	—	—	—	—	—	137	—	137	(2,830)	(2,693)
Total comprehensive income for the
year	—	—	—	—	—	—	7,480	—	—	—	58,145	65,625	4,260	69,885
Transferred to statutory reserve	—	—	—	—	—	—	—	—	236	—	(236)	—	—	—
At 31.12.2011	17,025	288,926	425	(810)	1,093	10,754	5,196	6,191	9,753	137	78,416	417,106	23,615	440,721

– 6 –

Notes

1. GENERAL INFORMATION

The Company was incorporated in the Cayman Islands on 27 March 2001 as an exempted company with limited liability under the Companies Law (2000 Revision) of the Cayman Islands. The address of the registered office is Units 601–608, 6/F, Harbour View Two, Phase Two, Hong Kong Science Park, Pak Shek Kok, New Territories, Hong Kong.

Pursuant to the reorganisation to rationalise the structure of the Company and its subsidiaries in the preparation for the listing of the Company’s shares on The Growth Enterprise Market (“GEM”) operated by The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) in October 2001, the Company became the holding company of the companies now comprising the Group. The shares of the Company were listed on GEM on 26 October 2001.

On 22 June 2010, the listing of shares of the Company was transferred to the Main Board of the Stock Exchange.

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

(a) Initial application of Hong Kong Financial Reporting Standards

In the current year, the Group initially applied the following Hong Kong Financial Reporting Standards (“HKFRS”), Hong Kong Accounting Standards (“HKAS”) and Interpretations issued by the Hong Kong Institute of Certified Public Accountants (hereinafter collectively referred to as “Hong Kong Financial Reporting Standards”).

HKAS 24 (Revised) Related Party Disclosures HK(IFRIC) — Int 19 Extinguishing Financial Liabilities with Equity Instruments Amendments to HK(IFRIC) — Int 14 Prepayments of a Minimum Funding Requirement Improvements to HKFRSs 2010

The initial application of these Hong Kong Financial Reporting Standards does not necessitate material changes in the Group’s accounting policies or retrospective adjustments of the comparatives presented.

(b) Hong Kong Financial Reporting Standards in issue but not yet effective

The following Hong Kong Financial Reporting Standards in issue at 31 December 2011 have not been applied in the preparation of the Group’s consolidated financial statements for the year then ended since they were not yet effective for the annual period beginning on 1 January 2011:

HKAS 19 (2011) Employee Benefits HKAS 27 Separate Financial Statements HKAS 28 Investments in Associates and Joint Ventures HKFRS 9 Financial Instruments HKFRS 10 Consolidated Financial Statements HKFRS 11 Joint Arrangements HKFRS 12 Disclosure of Interests in Other Entities HKFRS 13 Fair Value Measurement HK(IFRIC) — Int 20 Stripping Costs in the Production Phase of a Surface Mine Amendments to HKAS 1 Presentation of Items of Other Comprehensive Income Amendments to HKAS 12 Deferred Tax: Recovery of Underlying Assets Amendments to HKAS 32 Offsetting Financial Assets and Financial Liabilities Amendments to HKFRS 7 (2010) Disclosures — Transfers of Financial Assets Amendments to HKFRS 7 (2011) Disclosures — Offsetting Financial Assets and Financial Liabilities

– 7 –

2. APPLICATION OF NEW AND REVISED HONG KONG FINANCIAL REPORTING STANDARDS (“HKFRSs”) (Con’t)

(b) Hong Kong Financial Reporting Standards in issue but not yet effective (Con’t)

The Group is required to initially apply these Hong Kong Financial Reporting Standards in its annual consolidated financial statements beginning on 1 January 2013, except that the Group is required to initially apply amendments to HKAS 12 and amendments to HKFRS 7 (2010) in its annual consolidated financial statements beginning on 1 January 2012, amendments to HKAS 32 in its annual consolidated financial statements beginning on 1 January 2014 and HKFRS 9 in its annual consolidated financial statements beginning on 1 January 2015.

3. TURNOVER AND OTHER REVENUE

The Group is principally engaged in investment holding, provision of payment solutions and related services, timber trading and furniture manufacturing, system integration and technical platform services, property investment and building management. Turnover for the year represents revenue recognised from the provision of payment handling income net of business tax, the net invoiced value of goods sold, system integration and the related consultancy services at net invoice amount and rental and building management service income. An analysis of the Group’s turnover and other revenue is set out below:

Payment solutions and related services income Timber trading and furniture manufacturing System integration and technical platform services Rental and building management service income Turnover Interest on bank deposits Other interest income Government subsidy Franchise fee income Dividend income Other revenue Total revenue 4. OTHER INCOME Gain on disposal of financial assets Recovery of bad debts Gain on disposal of property, plant and equipment Exchange gain Others	2011 *HK$’000* 206,283 29,878 — 4,178 240,339 5,446 1,101 — 360 264 7,171 247,510 2011 *HK$’000* 471 118 353 1,092 767 2,801	2010 HK$’000 97,950 11,749 12,608 645
		122,952
		1,188 — 562 2,229 133
		4,112
		127,064
		2010 HK$’000 734 — 614 2 78 1,428

– 8 –

2011 2010 HK$’000 HK$’000

5. PROFIT BEFORE INCOME TAX

Profit before income tax is arrived at after charging/(crediting): Auditor’s remuneration Cost of inventories Staff costs (including directors’ remuneration) — Salaries and other benefits — Pension scheme contributions — Equity settled share-based payment expenses Depreciation Bad debts written off Amortisation of intangible assets Amortisation of prepaid land lease premium Loss on disposal of subsidiaries Loss on change in fair value of financial assets Minimum operating lease rentals Interest on bank loans wholly repayable within five years Sale proceeds of property, plant and equipment Less: Carrying amounts of property, plant and equipment Gain on disposal of property, plant and equipment Gain on disposal of financial assets Rental income less outgoings	565 24,184	460 9,087
	54,563 5,660 4,526	25,252 4,202 8,274
	64,749 9,415 — 392 1,160 — 4,402 3,637 4,352	37,728 4,853 555 157 1,041 1,377 830 2,300 1,859
	(5,764) 5,411	(2,331) 1,717
	(353) (471) (3,159)	(614) (734) (609)

6. SEGMENT REPORTING

The chief operating decision-maker has been identified as the key management. This key management reviews the Group’s internal reporting in order to assess performance and allocate resources.

The Group has presented the following four reportable segments.

(a) Payment solutions

This segment primarily derives its revenue from the provision of payment solutions and ongoing technical support services to customers in the PRC, Hong Kong and overseas. Currently the Group’s activities in this regard are carried out in the PRC, Hong Kong and overseas.

(b) Timber trading and furniture manufacturing

This segment engaged in trading of timber and manufacturing of furniture to customers in the PRC. Currently the Group’s activities in this regard are carried out in the PRC.

(c) System integration and technical platform services

This segment engaged in provision of system integration and technical platform services to customers in the PRC. Currently the Group’s activities in this regard are carried out in the PRC.

– 9 –

(d) Industry park

This segment engaged in development and management of e-commence, financial and resources industry parks where enterprise cluster of the same industry chain are integrated. The services for enterprise in industry parks include property leasing, property sales, facilities maintenance, processing efficiency improvement and management related consulting, supporting and outsourcing. Currently the Group’s activities in this regard are carried out in the PRC.

Others include supporting units of Hong Kong operation and the net result of other subsidiaries in Hong Kong and the PRC. These operating segments have not been aggregated to form a reporting segment.

The key management assesses the performance of the segments based on the results, assets and liabilities attributable to each reportable segment on the following basis:

Revenue and expenses are allocated to the reportable segments with reference to sales generated by those segments and the expenses incurred by those segments or which otherwise arise from the depreciation or amortisation of assets attributable to those segments.

Segment assets and liabilities excluded financial assets at fair value through profit or loss, bank loans, deferred tax liability and other corporate assets and liabilities.

The measure used for reporting segment profit is “adjusted EBIT”, i.e. “adjusted earnings before interest and taxes”, where “interest” is regarded as including investment income. To arrive at adjusted EBIT, the Group’s earnings are further adjusted for items not specifically attributed to individual segments.

(a) Segments results, assets and liabilities

The following tables present the information for the Group’s reporting segments:

		Reportable Segments	Reportable Segments	Reportable Segments	Reportable Segments			Ot	hers	Conso	lidated
Payment	solutions	Timber trading and furniture manufacturing		System integration and technical platform services		Industry park
2011 *HK$’000* 206,284 2,555	2010 HK$’000 97,950 877	2011 *HK$’000* 29,877 373	2010 HK$’000 11,749 2,233	2011 *HK$’000* — 31	2010 HK$’000 12,608 596	2011 *HK$’000* 4,094 2,932	2010 HK$’000 645 22	2011 *HK$’000* 84 1,280	2010 HK$’000 — 384	2011 *HK$’000* 240,339 7,171	2010 HK$’000 122,952 4,112
208,839	98,827	30,250	13,982	31	13,204	7,026	667	1,364	384	247,510	127,064
102,428	57,293	424	1,449	(4,893) 3,418		(8,257) 35,576		(27,022) (26,790) 62,680 70,946 6,547 1,188 264 133 69,491 72,267 3,710 — (9,618) (2,743) — (1,377) 63,583 68,147 (1,888) (15,169) 61,695 52,978 58,145 53,294 3,550 (316) 61,695 52,978			70,946 1,188 133
										69,491 72,267 3,710 — (9,618) (2,743) — (1,377)
										63,583 68,147 (1,888) (15,169)
										61,695	52,978
										58,145 3,550	53,294 (316)
										61,695	52,978

– 10 –

(b) Geographical information

Geographical information
Revenue from external customers Other revenue Total revenue Non-current assets	PRC 2011 2010 *HK$’000* HK$’000 111,015 48,090 5,893 3,731 116,908 51,821 264,205 246,779	Hong over	Kong/ seas 2010 HK$’000 74,862 381 75,243 56,701	Consolidated
	2011 *HK$’000* 111,015 5,893 116,908 264,205	2011 *HK$’000* 129,324 1,278 130,602 54,163		2011 *HK$’000* 240,339 7,171 247,510 318,368	2010 HK$’000 122,952 4,112
					127,064
					303,480

The geographical location of customers is based on the location at which the services were provided or the goods delivered. The geographical location of the non-current assets is based on the physical location of the assets, in the case of property, plant and equipment, investment properties and prepaid land lease premium, the location of the operation to which they are allocated, in the case of intangible assets and goodwill, and the location of operation, in the case of deposit paid for an investment and other receivables.

7. INCOME TAX EXPENSE

(a) Hong Kong profits tax has been provided at the rate of 16.5% (2010: 16.5%) on the estimated assessable profits for the year.

On 16 March 2007, the National People’s Congress approved the Corporate Income Tax Law of the PRC (the “New CIT Law”). The New CIT Law reduces the corporate income tax rate from 27% or 33% to 25% with effect from 1 January 2008. The Company’s subsidiaries operating in the PRC are subject to the tax rate at 25% (2010: 25%).

During the year, certain subsidiaries in the PRC are entitled to preferential tax treatments. Certain subsidiaries are entitled to tax concessions whereby the profit for the first two financial years beginning with the first profit-making year is exempted from income tax in the PRC and the profit for each of the subsequent three years is taxed at 50% of the applicable tax rate (“Five-year tax holiday”). Other subsidiaries in the PRC did not generate any assessable profits subject to Mainland China corporate income tax.

(b) The income tax expense represents the sum of the current tax and deferred tax and is made up as follows:

Current tax: Current year Under-provision in respect of previous year Deferred taxation: Current year —Note 8(a)	2011 *HK$’000* 1,102 155 1,257 631 1,888	2010 HK$’000 3,438 10
		3,448
		11,721
		15,169

– 11 –

Profit before income tax Applicable tax rate (%) Tax on profit before income tax, calculated at the applicable tax rate Tax effect of non-deductible expenses in determining taxable profit Tax effect of non-taxable revenue in determining taxable profit Tax effect of unrecognised accelerated/ (decelerated) depreciation allowances Tax effect of unrecognised tax losses Tax effect of utilisation of tax losses Tax effect on tax free concession Under-provision in respect of previous year Over-provision of deferred tax in previous years Income tax expense	Hong	Kong 2010 HK$’000 1,740 16.5 287 386 (85) (58) 471 (1,001) — 10 — 10	PRC 2011 2010 *HK$’000* HK$’000 61,171 66,407 25 25 15,293 16,602 767 3,107 (43) (44) 539 — 1,430 149 (249) (1,126) (16,747) (3,455) 155 — — (74) 1,145 15,159	Total 2011 2010 *HK$’000* HK$’000 63,583 68,147 N/A N/A 15,691 16,889 1,974 3,493 (2,257) (129) 355 (58) 3,678 620 (961) (2,127) (16,747) (3,455) 155 10 — (74) 1,888 15,169
	2011 *HK$’000* 2,412 16.5 398 1,207 (2,214) (184) 2,248 (712) — — — 743		2011 *HK$’000* 61,171 25 15,293 767 (43) 539 1,430 (249) (16,747) 155 — 1,145	2011 *HK$’000* 63,583 N/A 15,691 1,974 (2,257) 355 3,678 (961) (16,747) 155 — 1,888

8. DEFERRED TAXATION

(a) The following is deferred tax asset/(liability) recognised by the Group and movements hereon during the current year and prior year:

At 1.1.2010 (Charged)/credited to consolidated income statement for the year Exchange adjustments At 31.12.2010 and 1.1.2011 Charged to consolidated income statement for the year —Note 7(b) Exchange adjustments At 31.12.2011	Unutilised tax losses HK$’000 — 124 3 127 (130) 3 —	Accelerated depreciation allowances of property, plant & equipment and revaluation of investment properties HK$’000 — (11,845) (343) (12,188) (501) (433) (13,122)	Total HK$’000 — (11,721) (340) (12,061) (631) (430) (13,122)

– 12 –

(b) The components of unrecognised deductible/(taxable) temporary difference of the Group are as follows:–

Deductible temporary differences —Note (i) Decelerated tax allowances Unutilised tax losses Taxable temporary difference —Note (ii) Accelerated tax allowances	2011 *HK$’000* 1,866 42,861 44,727 (202) 44,525	2010 HK$’000 157 28,785
		28,942 (639)
		28,303

Notes:

(i) Deductible temporary differences have not been recognised in these consolidated financial statements owing to the absence of objective evidence in respect of availability of sufficient taxable profits that are expected to arise to offset against the deductible temporary differences. Included in unrecognised tax losses are losses of HK$7,686,000 (2010: HK$2,918,000) that will expire within five years from the date of incurrence. Other losses can be carried forward indefinitely.
(ii) Taxable temporary differences have not been recognised in these consolidated financial statements owing to its immateriality.

9. DIVIDEND

(a) Dividend payable to shareholders of the Company attributable to the previous financial year, approved and paid during the year:

2011 *HK$’000* Final dividend in respect of the previous financial year, approved and paid during the year, of HK0.60 cent per share (2010: HK0.39 cent per share) 9,229 (b) Dividend payable to shareholders of the Company attributable to the year: 2011 *HK$’000* Interim dividend declared and paid of HK0.80 cent per share (2010: Nil) 13,640 Special dividend declared and paid of HK1.20 cent per share (2010: Nil) 20,468 Final dividend proposed after the end of the reporting period of HK1.00 cent per share (2010: HK0.60 cent per share) 16,969 51,077	2010 HK$’000 6,016
	2010 HK$’000 — — 9,265
	9,265

2011
HK$’000
Final dividend in respect of the previous financial year, approved and
paid during the year, of HK0.60 cent per share (2010: HK0.39 cent per
share)
9,229
(b)
Dividend payable to shareholders of the Company attributable to the year:
2011
HK$’000
Interim dividend declared and paid of HK0.80 cent per share (2010: Nil)
13,640
Special dividend declared and paid of HK1.20 cent per share (2010: Nil)
20,468
Final dividend proposed after the end of the reporting period of HK1.00
cent per share (2010: HK0.60 cent per share)
16,969
51,077

2010
HK$’000
6,016

2010
HK$’000
—
—
9,265

9,265

The final dividend proposed after the end of the reporting period has not been recognised as liabilities at the end of the reporting period.

– 13 –

10. EARNINGS PER SHARE

The calculation of basic and diluted earnings per share for the year is based on the following data:

Earnings Earnings for the purposes of basic and diluted earnings per share Number of shares Weighted average number of shares in issue for the purpose of calculation of basic earnings per share Effect of dilutive potential ordinary shares: Share options Weighted average number of shares in issue for the purpose of calculation of diluted earnings per share	2011 *HK$’000* 58,145 2011 1,620,559,707 8,700,471 1,629,260,178	2010 HK$’000 53,294
		2010 1,540,635,844 —
		1,540,635,844

For the year ended 31 December 2010, diluted earnings per share is equal to the basic earnings per share because the exercise price of the Group’s share options was higher than the average market price of the Group’s shares.

11. DEBTORS

The credit terms given to the customers vary and are generally based on the financial strengths of individual customers. In order to effectively manage the credit risks associated with debtors, credit evaluations of customers are performed periodically.

An aging analysis of debtors is set out below:

0–6 months Over one year Neither past due nor impaired Past due but not impaired	2011 *HK$’000* 119,142 135 119,277 119,142 135 119,277	2010 HK$’000 224,628 132
		224,760
		224,628 132
		224,760

– 14 –

12. DEPOSITS, PREPAYMENTS AND OTHER RECEIVABLES

Utilities and other deposits Prepayments Secured loans receivable —Note (i) Unsecured loans receivable —Note (ii) Other receivables Less: non-current portion —Note (i) Current portion	2011 *HK$’000* 5,013 19,343 26,674 53,869 65,380 170,279 (600) 169,679	2010 HK$’000 428 6,867 6,074 12,257 13,417
		39,043 —
		39,043

Notes:

(i) Except for an amount of HK$20,000,000 (2010: Nil) which is interest-free, the remaining secured loans receivable are interest-bearing at 0.8% (2010: Nil) per month. An amount of HK$600,000 (2010: Nil) which is repayable after one year has been reclassified to non-current assets all remaining balances are repayable within one year.

(ii) Except for an amount of HK$32,565,000 (2010: HK$660,000) which is interest-bearing at 1% (2010: 1%) per month, the remaining unsecured loans receivable are interest-free and repayable within one year.

13. PAYABLE TO MERCHANTS

An aging analysis of payable to merchants is set out below:

0–12 months Over one year	2011 *HK$’000* 328,567 83 328,650	2010 *HK$’000* 339,405 227
		339,632

– 15 –

MANAGEMENT DISCUSSION AND ANALYSIS

Financial Overview

Turnover and net profit

During the current fiscal year, the Group recorded a turnover of HK$240,339,000, representing an increase of 95% as compared to the last fiscal year. The profit attributable to shareholders of the Company was HK$58,145,000 in the current year, representing an increase of 9% as compared to the last fiscal year. The increase in turnover is mainly due to the major growth of the Group’s payment solution business. The significant increase in net profit is benefited from the growth of turnover. The growth of turnover is attributable to our staff’s hard working, flexibility, creativity, and strategic persistency.

Cost of sales/services rendered

During the current fiscal year, the Group recorded a cost of sales/services rendered of HK$33,755,000 representing an increase of 193% as compared to the last fiscal year. The increase of cost of sales/ services rendered is in line with the increase in turnover. It is also mainly due to the major growth of the Group’s payment solution business.

Other revenue

During the current fiscal year, the Group recorded other revenue of HK$7,171,000, representing an increase of 74% as compared to the last fiscal year. It is mainly due to an increase in bank interest income and dividend income.

General and administrative expenses

During the current fiscal year, the Group recorded general and administrative expenses of HK$149,170,000, representing an increase of 64% as compared to the last fiscal year. It is mainly due to an increase in staff costs and other general expenditure during the year. The increase in staff costs of HK$27,021,000 was mainly resulted from an increase in salaries and other benefits of HK$29,311,000 and an increase in number of staff from 468 to 583 as at 31 December 2011 by 115 or 25%. As a percentage of revenue, staff costs decreased to 27% in 2011, as compared to 30% in the last fiscal year. As a result of the foregoing, general and administrative expenses as a percentage of revenue, decreased to 62% in 2011, as compared to 74% in 2010.

Finance costs

During the current fiscal year, the Group recorded a finance cost of HK$9,618,000, representing an increase of 251% as compared to the last fiscal year. It is mainly due to an increase in interest on bank loans and bank charge for expansion of business scale.

Income tax expense

During the current fiscal year, the Group recorded an income tax expense of HK$1,888,000, representing a decrease of 88% as compared to the last fiscal year. The reason of decrease in deferred tax is due to the decrease in the percentage change of fair value gain on investment property compared to last fiscal year.

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Pledged time deposit

The Group’s pledged time deposit increased from HK$ Nil as at 31 December 2010 to HK$114,736,000 as at 31 December 2011. It represents time deposit pledged to a bank to secure the general banking facilities granted to the Group during the current fiscal year.

Investment properties

The Group’s investment properties increased by HK$6,130,000 or 5% from HK$114,600,000 as at 31 December 2010 to HK$120,730,000 as at 31 December 2011. It was mainly attributable to fair value gain of investment properties during the fiscal year. The fair value of the investment properties as at 31 December 2011 was valued by BMI Appraisals Limited, an independent valuer, on an open market value basis.

Debtors

The Group’s debtors decreased by HK$105,483,000 from HK$224,760,000 as at 31 December 2010 to HK$119,277,000 as at 31 December 2011. The decrease was mainly attributable to the shorten settlement period of online payment solutions business. As a result, there is a significant decrease of accounts receivables as compared with 2010.

Deposits, prepayments and other receivables

The Group’s deposits, prepayments and other receivables significantly increased by HK$131,236,000 from HK$39,043,000 as at 31 December 2010 to HK$170,279,000 as at 31 December 2011. The increase was mainly attributable increase in utilities and deposits, prepayments related to prepayments business, loan and other receivables incurred in the ordinary course of development of the Group.

Cash and bank balances

The Group’s cash and bank balances increased by HK$98,122,000 from HK$267,215,000 as at 31 December 2010 to HK$365,337,000 as at 31 December 2011. As at 31 December 2011, 72% (31 December 2010: 80%) of cash and bank balances was denominated in Renminbi.

Bank loans

The Group’s bank loans increased by HK$167,074,000 from HK$50,691,000 as at 31 December 2010 to HK$217,765,000 as at 31 December 2011. The increase of bank loans was mainly attributable to new loans granted by banks to the Group for working capital and further development during the current fiscal year.

Payable to merchants

The Group’s payable to merchants decreased by HK$10,982,000 from HK$339,632,000 as at 31 December 2010 to HK$328,650,000 as at 31 December 2011. The decrease was mainly attributable to the increase in the efficiency of the settlement to merchants.

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Deposits received, sundry creditors and accruals

The Group’s deposits received, sundry creditors and accruals increased by HK$44,529,000 from HK$84,489,000 as at 31 December 2010 to HK$129,018,000 as at 31 December 2011. The increase was mainly attributable to the increase in deposits received and receipts in advance related to payment business and increase in sundry creditors incurred in the ordinary course of development of the Group.

Liquidity and Financial Resources

At 31 December 2011, the Group had net current assets of HK$135,475,000. Current assets comprised inventories of HK$27,373,000, debtors of HK$119,277,000, deposits, prepayments and other receivables of HK$169,679,000, financial assets at fair value through profit or loss of HK$14,571,000, prepaid land lease premium of HK$1,253,000, pledged time deposits of HK$114,736,000 and cash and bank balances of HK$365,337,000.

Current liabilities comprised bank loans of HK$217,765,000, trade payable of HK$75,000, payable to merchants of HK$328,650,000, deposits received, sundry creditors and accruals of HK$129,018,000 and tax payable of HK$1,243,000.

The gearing ratio (defined as a percentage of total liabilities over total assets) of the Group at 31 December 2011 was 61% (2010: 60%).

The Board considers that the Group’s existing financial resources are sufficient to fulfill its commitments, current working capital requirements and further development. In the long term, the Board believes that the Group will continue to fund its foreseeable expenditures through cash flow from operations. However, for a more massive scale of expansion and development, debt or equity financing may be required.

Business Review and Prospects

Review

This year of 2011, the Group continues to harvest encouraging achievement with ongoing effect, the Group successfully implements self-breakthrough by dealing with the downturn economic environment, also pride that our management solves intricate tasks with innovation.

During the year, almost all the financial number of the Group has reached all-time high with gratifying increase, especially the Group’s turnover, which is doubled, compared to the year of 2010, and the profit from operations is 2.6 times as it of last year. Considering the overall economic environment, the Group performed outstandingly in the year of 2011, far exceeding the average economic growth, which is directly benefited by the expansion of payment business. In general, such return is the inevitable outcome of thorough implementation of previous strategies.

In term of payment solutions, the competition of online payment keeps increasing. Under the pressure of severe contest, most of the payment solutions providers consider their market share within the industry as their top primary target, the margin of profit of the industry keeps dropping. The Group tried to maintain the payment business a proper status within the industry not by blindly pursuing market share, and was able to have the capital loss due to the vicious competition under control. In term of industry variety infiltration, such as airline, hotel, travel and other industries with great potential, the Group still contains a leading share. In the mean time, with the gradually expansion in the offline markets, a considerable number of partnership was built up. Regarding the innovation

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and improving of products and solutions, the allocation of key industries, with the core value of online and offline combination, safe and convenience, has initially completed. Especially the exploration of online and offline products and comprehensive application of value-added service, a solid foundation for coming continuous growth, have reach the historical breakthrough. At the same time, the Group started reorganizing the importance resources including banks, and put more effort in developing new products for financial business. This year, the Group made a great sail in the blue sea market, and obtained excellent achievement of historical record in number of merchants, transaction, revenue and net income by positively exploring the oversea market and adjusting the competition strategic angle.

For timber and furniture manufacturing business, new achievements in related to brand enhancement, distribution model promotion and raw material supply have been accomplished. After three-year promotion, the brand “Heritage Mode” is well recognised by the consumers and gains a leading ranking in the industry. With the enthusiastic popularization by distributors, there are more than 40 “Heritage Mode” franchised stores covering more area of central and eastern China. For manufacturing, by implementing a well connection with the raw material supplier, continuously shipping roughly processed and semi-finished furniture parts and timber from oversea to headquarters for further polish, we are able to shorten the manufacture line circle, speed up the stock circulation and reduce the cost, which help to satisfy the massive order from our distributors and greatly increase the net profit and capital income.

The Group’s headquarters made improvement in both property management and service in this year. On one hand, with the successful allocation of subsidiaries into the new building, the image of the Group is highly promoted; on the other hand, with our high quality services, the building is fully occupied, which provides a stable rental interest. In addition, the Group keeps making effort on exploring industrial park and relevant new industries to build up a solid foundation for future development.

As the business grows, the demand for management talents became more intensive. In order to overcome the challenge, the Group strengthens the internal staff training and extends recruitment for top managers. The number of the Group employee increases twenty five percent. A well arranged personnel structure is formed and ready for future development. The recruitment of several senior managers makes complete balance for the knowledge system and professional background of the whole management team, which raise our ability to face more challenges.

Prospects

Under the direction of the board, our management keeps our words to the Shareholders, employees and society to maintain a steady growth of profitability and to fulfill the corporate social responsibility. We have proved ourselves in the past, and we believe we are able to conduct better in the future.

Specifically, the keywords for 2012 are: expedient, consolidate and breakthrough.

Expediency, a stitch in time save nine. By reviewing the global economy and the unique Chinese domestic model, and with the slowly economic recovery, domestic economic reform and policy adjustment, we still need to face the potential economic instability. In order to sustain a firm operation under such circumstance, we decide to maintain the interest of Shareholders and stabilise the dominant position of existing business, to make extremely cautious resolution for crucial medium-term and long-term investment projects. This is also the perfect opportunity for project initiation and staff training. The Group will put more resource into the project research, personnel recruitment and education. Another crucial element is the precise recognition of the current market. In the year of

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2012, the Group will closely follow the market and take prompt action accordingly. We believe we will keep on a steady growth before the next economic turning point and will be ready for a new outbreak.

Consolidation of self-strength. Our three strengths will be consolidated and become more evident in the coming years. First of all, the strength of talent. This is the essential for continuous innovation and development of the group. We have learnt our lesson and gained tons of experience from the past, with which we have the competency to make better structural combination and great use of our employees. We expect a steady increase of employee and average efficiency. Secondly, diversity of industries. This has benefited the shareholders greatly. The industrial configuration makes farreaching influence on the future. The Group will continue to develop the existing industries, to focus on high return industries, to make transformation or abundance of low return or maladjusted industries, and to discover and exploit new industries. Finally, consolidation of our strength on execution. This is the comprehensive outcome of corporate culture and system. Only by increasing the cohesiveness of corporate culture and optimizing the corporate system, can competitive capacity of execution be achieved.

Breakthrough is a spirit and a natural return. Although there are plenty of uncertainties, with the expediency and consolidation of the Group, precise recognition of the external dynamics, selfrevolution, and well organised employee and industrial structures, we believe a new breakthrough on operation and corporate value could be expected at any time.

Employees

At 31 December 2011, the total number of employees of the Group was 583 (2010: 468). The dedication and contribution of the Group’s staff during the year are greatly appreciated and recognised.

Employees (including directors) are remunerated according to their performance and working experience. On top of basic salaries, discretionary bonus and share options may be granted to eligible employee by reference to the Group’s performance as well as the individual’s performance.

In addition, the Group also provides social security benefits to its staff such as Mandatory Provident Fund Scheme in Hong Kong and the central pension scheme in PRC.

Treasury Policies

The Group adopted a conservative approach towards its treasury policies. The Group strives to reduce exposure to credit risk by performing ongoing credit evaluations of the financial conditions of its customers. To manage liquidity risk, the Board closely monitors the Group’s liquidity position to ensure that the liquidity structure of the Group’s assets, liabilities and commitments can meet its funding requirements.

Significant Investments, Acquisitions and Disposals

During the current fiscal year, the Group acquired the entire 100% equity interests in Shanghai Phetion Information Technology Company Limited, at a cash consideration of HK$670,000. The fair value of the identifiable assets and liabilities of the subsidiary acquired as at the date of acquisition was HK$4,380,000. The newly acquired business did not contribute any turnover to the Group and contributed a loss of HK$1,704,000 to the Group for the period between the date of acquisition and the end of reporting period. The Group recognised a gain on bargain purchase of HK$3,710,000 because the fair value of net assets acquired exceeded the purchase consideration.

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During the current fiscal year, the Group acquired an additional 40% equity interests in a subsidiary at a consideration of RMB2,403,000 (equivalent to HK$2,937,000). The carrying amount of the noncontrolling interests in the subsidiary on the date of acquisition was HK$3,038,000. The Group recognised a decrease in non-controlling interests on the date of acquisition of HK$3,038,000 and a decrease in equity attributable to shareholders of the Company of HK$101,000.

During the current fiscal year, the Group disposed of 2% equity interests in a subsidiary at a consideration of RMB200,000 (equivalent to HK$244,000). The carrying amount of the noncontrolling interests in the subsidiary on the date of disposal was HK$208,000. The Group recognised an increase in non-controlling interests of HK$208,000 and an increase in equity attributable to shareholders of the Company of HK$36,000.

Charges on Group’s Assets

At 31 December 2011, leasehold land with a net book value of HK$Nil (2010: HK$3,295,000), properties held under medium-term lease with a net book value of HK$18,313,000 (2010: HK$26,183,000), investment properties with carrying value of HK$120,730,000 (2010: HK$114,600,000), prepaid land lease premium with a net book value of HK$44,309,000 (2010: HK$40,258,000) and time deposits of HK$114,736,000 were pledged to banks to secured banks loans granted to the Group.

Details of Future Plans for Material Investments or Capital Assets

The Group had no detailed future plans for material investment or capital assets at 31 December 2011.

Currency Risk

Currently, the market anticipates moderate appreciation pressure on Renminbi. The Group has not implemented any formal policy in dealing with this foreign currency risk. However, in view of the fact that the Group’s core business is mainly transacted in Renminbi and significant portion of assets are denominated in Renminbi, the exposure of the Group’s risk from exchange rate fluctuation was minimal. For the year ended 31 December 2011, the Group did not enter into any arrangement to hedge its foreign currency exposure. However, the management monitors the related foreign currency exposure closely and will consider hedging significant currency exposure should the need arise.

Contingent Liabilities

The Directors consider that the Group had no contingent liabilities at 31 December 2011.

DIVIDENDS

The Board of Directors recommended a final dividend of HK1.00 cent (2010: HK0.60 cent) per share to shareholders registered in the Company’s Register of Members as at the close of business on 11 May 2012. Upon approval by shareholders, the final dividend will be paid on or about 18 May 2012.

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Wednesday, 25 April 2012 to Monday, 30 April 2012 (both days inclusive) to facilitate the processing of proxy voting. To be entitled to attend and vote at the Annual General Meeting, all transfers accompanied by the relevant share certificates must be lodged with the share registrar of the Company in Hong Kong, Hong Kong Registrars Limited at Rooms 1712–16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Tuesday, 24 April 2012.

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The register of members of the Company will be closed from Tuesday, 8 May 2012 to Friday, 11 May 2012 (both days inclusive). In order to qualify for the proposed final dividend for the year ended 31 December 2011, all transfers accompanied by the relevant share certificates must be lodged with the share registrar of the Company in Hong Kong, Hong Kong Registrars Limited at Rooms 1712–16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Monday, 7 May 2012.

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

During the year, the Company repurchased its own shares on the Stock Exchange as follows:

	Number of	Highest price	Lowest price
	shares	paid per	paid per	Aggregate
Month/year	repurchased	share	share	price paid
		HK$	HK$	HK$’000
January 2011	17,930,000	0.280	0.260	4,922
November 2011	5,850,000	0.435	0.400	2,375
December 2011	3,890,000	0.475	0.435	1,772

The Company made repurchases with a view to enhancing shareholder value in the long term.

Save as disclosed above, neither the Company nor any of its subsidiaries purchased, sold or redeemed any of the Company’s listed securities during the year ended 31 December 2011.

CODE OF CORPORATE GOVERNANCE PRACTICES

The Company has applied the principles and provisions as set out in the Code on Corporate Governance Practices as set out in Appendix 14 of the Rules Governing the Listing of Securities on the Stock Exchange (the“Main Board CG Code”). The Company has complied with all the Code Provisions. It has also put in place certain Recommended Best Practices. The Board periodically reviews the corporate governance practices of the Company to ensure that they meet the requirements of the Main Board CG Code.

AUDIT COMMITTEE

The Audit Committee has reviewed the Group’s audited financial statements for the year ended 31 December 2011. The Audit Committee has also reviewed the accounting principles and practices adopted by the Company and discussed auditing, internal control and financial reporting matters.

By Order of the Board UNIVERSAL TECHNOLOGIES HOLDINGS LIMITED Lau Yeung Sang Chairman

Hong Kong, 16 March 2012

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

Executive Directors:

Mr. Lau Yeung Sang

Mr. Xu Hui

Mr. Liu Ruisheng Madam Luan Yumin Mr. Chang Hung Lun

Non-Executive Director:

Mr. Chow Cheuk Lap

Independent Non-Executive Directors: Mr. Meng Lihui

Mr. Fong Heung Sang
Dr. Cheung Wai Bun, Charles, J.P.

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