SAM WOO<02322> - Results Announcement
Sam Woo Holdings Limited announced on 19/07/2006:
(stock code: 02322 )
Year end date: 31/03/2006
Currency: HKD
Auditors' Report: Unqualified
(Audited )
(Audited ) Last
Current Corresponding
Period Period
from 01/04/2005 from 01/04/2004
to 31/03/2006 to 31/03/2005
Note ('000 ) ('000 )
Turnover : 104,803 62,498
Profit/(Loss) from Operations 3 : 14,914 (22,978)
Finance cost : (12,517) (6,668)
Share of Profit/(Loss) of
Associates : N/A N/A
Share of Profit/(Loss) of
Jointly Controlled Entities : N/A N/A
Profit/(Loss) after Tax & MI : 4,376 (24,849)
% Change over Last Period : N/A %
EPS/(LPS)-Basic (in dollars) : 0.0146 (0.0828)
-Diluted (in dollars) : N/A N/A
Extraordinary (ETD) Gain/(Loss) : N/A N/A
Profit/(Loss) after ETD Items : 4,376 (24,849)
Final Dividend : NIL NIL
per Share
(Specify if with other : N/A N/A
options)
B/C Dates for
Final Dividend : N/A
Payable Date : N/A
B/C Dates for Annual
General Meeting : 25/08/2006 to 01/09/2006 bdi.
Other Distribution for : N/A
Current Period
B/C Dates for Other
Distribution : N/A
Remarks:
1. Basis of preparation
(i) The adoption of Hong Kong Financial Reporting Standards
The financial statements of the Company have been prepared under the
historical cost convention and, in accordance with Hong Kong Financial
Reporting Standards ("HKFRS") issued by the Hong Kong Institute of
Certified Public Accountants ("HKICPA").
The preparation of the financial statements in conformity with HKFRS
requires the use of certain critical accounting estimates. It also
requires management to exercise its judgement in applying the Company's
accounting policies. The areas involving a higher degree of judgement or
complexity, or areas where assumptions and estimates are significant to
the consolidated financial statements, are disclosed in note 2 below.
The adoption of new/revised HKFRS
In 2005, the Group adopted the following new and revised HKFRS and Hong
Kong Accounting Standards ("HKAS") (collectively the new HKFRSs), which
are effective for accounting periods commencing on or after 1st January
2005 and relevant to the operations of the Group:
HKAS 1 Presentation of Financial Statements
HKAS 2 Inventories
HKAS 7 Cash Flow Statements
HKAS 8 Accounting Policies, Changes in Accounting Estimates and Errors
HKAS 10 Event after the Balance Sheet Date
HKAS 11 Construction Contracts
HKAS 16 Property, Plant and Equipment
HKAS 17 Leases
HKAS 18 Revenue
HKAS 19 Employee Benefits
HKAS 21 The Effects of Changes in Foreign Exchange Rates
HKAS 23 Borrowing Costs
HKAS 24 Related Party Disclosures
HKAS 27 Consolidated and Separate Financial Statements
HKAS 32 Financial Instruments: Disclosures and Presentation
HKAS 33 Earnings per Share
HKAS 36 Impairment of Assets
HKAS 39 Financial Instruments: Recognition and Measurement
HKAS 39 Amendment Transition and Initial Recognition of Financial
Assets and Financial Liabilities
HKFRS 2 Share-based Payments
HKFRS 3 Business Combination
The adoption of new/revised HKASs 1, 2, 7, 8, 10,11, 16, 17,18, 19, 21,
23, 24, 27, 32, 33, 36, 39, 39 Amendment, and HKFRSs 2 and 3 did not
result in substantial changes to the Group's accounting policies. In
summary:
- HKAS 1 has affected the presentation of the financial statements.
- HKAS 24 has affect the identification of related parties and some
other related party disclosures.
- HKASs 2, 7, 8, 10, 11, 16, 17, 18, 19, 21, 23, 27, 32, 33, 36, 39,
39 Amendment, HKFRSs 2 and 3 have no material effect on the Group's
accounting policies.
Application of merger accounting
The Group applied the Accounting Guideline No. 5 - "Merger Accounting for
Common Control Combination", using the principles of merger accounting to
account for the acquisition of Master View Co., Ltd ("Master View") which
took place during the year.
The acquisition is a combination of businesses under common control since
Mr. Lau Chun Ming is the substantial shareholder of both the Group and
Master View. As a result, the Group accounted for the acquisition in a
manner similar to a uniting of interests, whereby the assets and
liabilities acquired are accounted for at historical cost to the Group.
The consolidated financial statements have been restated to give effect to
the acquisition with all periods presented as if the operations of the
Group and Master View have always been combined. The difference between
the purchase consideration and the issued share capital of Master View of
HK$7 has been adjusted against equity.
The effect of adopting merger accounting to account for the acquisition of
Master View to the consolidated accounts for the Group is as follows:
The consolidated balance sheet as at 31 March 2005:
Adjustments
The Group Master View (Note) Consolidated
HK$ '000 HK$ '000 HK$ '000 HK$ '000
Total assets
325,951 71,812 - 397,763
Total liabilities
(194,907) (74,487) - (269,394)
----------- ----------- --------- -----------
131,044 (2,675) - 128,369
=========== =========== ========= ===========
Share capital
30,000 - - 30,000
Share premium
27,913 - - 27,913
Merger reserve
(12,974) - - (12,974)
Retained profit
86,105 (2,675) - 83,430
----------- ------------ ------------ ------------
131,044 (2,675) - 128,369
=========== ============ ============ ============
The consolidated balance sheet as at 31 March 2006:
Adjustments
The Group Master View (Note) Consolidated
HK$ '000 HK$ '000 HK$ '000 HK$ '000
Total assets
284,227 73,142 (4) 357,365
Total liabilities
(157,761) (66,863) 4 (224,620)
----------- ---------- --------- ----------
126,466 6,279 - 132,745
=========== ========== ========= ==========
Share capital
30,000 - - 30,000
Share premium
27,913 - - 27,913
Merger reserve
(12,974) - - (12,974)
Retained profit
81,527 6,279 - 87,806
---------- ---------- ----------- ------------
126,466 6,279 - 132,745
========== ========== =========== ============
Note:
The investment of the Group in Master View and the share capital of Master
View, which are eliminated (with the difference credited to merger
reserve), are not reflected in the above as the amounts involved are HK$1
and HK$8 respectively only.
The consolidated income statement for the year ended 31 March 2005:
The Group Master View Adjustments Consolidated
HK$ '000 HK$ '000 HK$ '000 HK$ '000
Loss attributable to equity holders of the Group
(22,174) (2,675) - (24,849)
========= ========= ========= ==========
The consolidated income statement for the year ended 31 March 2006:
(Loss)/profit attributable to equity holders of the Group
(4,578) 8,954 - 4,376
========== ========= ========== ===========
2. Critical accounting estimates and judgments
Estimates and judgements used in preparing the financial statements are
continually evaluated and are based on historical experience and other
factors, including expectations of future events that are believed to be
reasonable under the circumstances.
The Group makes estimates and assumptions concerning the future. The
resulting accounting estimates will, by definition, seldom equal the
related actual results. The estimates and assumptions that have a
significant risk of causing a material adjustment to the carrying amounts
of assets and liabilities of the Group are discussed below.
(a) Residual value of assets
The Group determines the residual value of its assets by referencing to
current prices in the market. The residual value of assets are reviewed
and adjusted, if appropriate, at the end of each financial year.
(b) Income taxes
One of the subsidiaries of the Group is engaged in the vessel chartering
business and may be subject to various taxes in different jurisdictions
depending on the route of the vessel. The subsidiary has not recognised
any taxation liability based on management's judgment that the operations
undertaken by the subsidiary during the year are not subject to the
taxation of any jurisdictions.
(c) Contingent liabilities in respect of litigations and claims
The Group has been engaged in a number of litigations and claims in
respect of certain construction works in the past. Contingent liabilities
arising from these litigations and claims have been assessed by management
with reference to legal advice. Provisions on the possible obligation, if
appropriate, are made based on management's best estimates and judgements.
3. Profit/(Loss) from Operations
2006 2005
HK$'000 HK$'000
Operating profit/(loss) is stated after charging:
Cost of inventories sold 3,272 1,574
Direct cost of vessel chartering 32,869 1,398
Staff costs, excluding directors' emoluments
- wages and salaries 13,135 15,806
- contributions to retirement scheme 501 636
Auditors' remuneration 800 700
Depreciation
- owned plant and equipment 18,432 16,854
- leased plant and equipment 3,511 7,022
Operating lease rentals in respect of
land and buildings 3,429 1,732
Vessel hiring expense 3,200 905
Provision for impairment of receivables - 27
========= ========
4. Earnings/(loss) per share
Basic earnings/(loss) per share is calculated by dividing the consolidated
profit attributable to equity holders of the Company of approximately HK$
4,376,000 (2005: loss of HK$24,849,000) by 300,000,000 (2005: 300,000,000)
ordinary shares in issue during the year.
The exercise of share options would have no dilutive effect on the
earnings/(loss) per share for the years ended 31st March 2005 and 2006.
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