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Launch Tech Company Limited — Capital/Financing Update 2012
Feb 29, 2012
50622_rns_2012-02-29_e9aeadb5-68ca-470c-a51a-6bf4e2017602.pdf
Capital/Financing Update
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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.
深圳市元征科技股份有限公司 LAUNCH TECH COMPANY LIMITED
(a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 02488)
PROPOSED ISSUE OF A SHARES
AND
FINANCIAL INFORMATION OF THE GROUP
PREPARED UNDER THE PRC GAAP
This announcement is made pursuant to Rule 13.09(1) of the Listing Rules.
References are made to the announcements of the Company dated 2 February 2011, 28 March 2011, 30 October 2011, 30 November 2011, 2 December 2011 and 18 January 2012 and the circulars of the Company dated 2 February 2011 and 2 December 2011 in respect of the proposed Issue of A Shares.
The Company has just submitted a Prospectus (application version) to the CSRC in connection with its application for the Issue of A Shares. The Prospectus (application version) contains the consolidated financial information of the Group for the Relevant Periods prepared in accordance with the PRC GAAP and was published on the CSRC’s website (www.csrc.gov.cn) on 27 February 2012 and the website of the Stock Exchange (www.hkexnews.hk) on 29 February 2012.
The Issue of A Shares is subject to approval by the CSRC and may or may not proceed to completion. Investors are advised to exercise caution in dealings in the H Shares. Further details about the Issue of A Shares will be disclosed by the Company in the PRC in due course and the relevant information will be disclosed in Hong Kong concurrently in accordance with the Listing Rules.
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PROPOSED ISSUE OF A SHARES
This announcement is made pursuant to Rule 13.09(1) of the Listing Rules.
References are made to the announcements of the Company dated 2 February 2011, 28 March 2011, 30 October 2011, 30 November 2011, 2 December 2011 and 18 January 2012 and the circulars of the Company dated 2 February 2011 and 2 December 2011 in respect of the proposed Issue of A Shares.
The Board is pleased to announce that the Company has just submitted a Prospectus (application version) to the CSRC in connection with its application for the Issue of A Shares. The Prospectus (application version) was published on the CSRC’s website (www.csrc.gov.cn) on 27 February 2012 and the website of the Stock Exchange (www.hkexnews.hk) on 29 February 2012. The Prospectus (application version) is not, and is not intended to be, an offer of securities of the Company for sale in Hong Kong. The Prospectus has not been and will not be registered under the Companies Ordinance (Chapter 32 of the laws of Hong Kong).
Subject to approval by the CSRC, the A Shares will be issued by the Company pursuant to the authority granted by the Shareholders to the Board at the Special general meeting held on 28 March 2011. The proposed Issue of A Shares will comprise the issue of not more than 12,000,000 A Shares to qualified public investors (except for those prohibited by the PRC laws and regulations and other regulatory requirements to which the Company is subject). The issue will be conducted via offline offering to investors and placement through online subscription at the issue price, or such other method as approved by the CSRC. The issue price of the proposed Issue of A Shares will be determined by the Board with reference to the results of the cumulative bidding price consultations and the market condition prevailing in the PRC securities market at the time of the Issue of A Shares.
FINANCIAL INFORMATION OF THE GROUP PREPARED UNDER THE PRC GAAP
Subject to the CSRC’s approval, the Prospectus will be published in the PRC in Chinese only and will contain business and financial information of the Group, including but not limited to consolidated balance sheets and income statements of the Group for the Relevant Periods prepared in accordance with the PRC GAAP.
Part (A) and (B) as set out below are the summary of the consolidated financial statements of the Group for the Relevant Periods prepared in accordance with the Group’s accounting policies under the PRC GAAP audited by Ascenda Certified Public Accountants (“ Ascenda ”), the Company’s PRC reporting accountants.
Part (C) as set out below shows the differences between consolidated financial statements of the Group prepared in accordance with HKFRS and the PRC GAAP. BDO Limited has audited the Group’s consolidated financial statements prepared under HKFRS for the years ended 31 December 2009, 31 December 2010 and 31 December 2011.
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(A) Consolidated income statements of the Group for the years ended 31 December 2009, 2010 and 2011 prepared in accordance with the PRC GAAP:
| Unit: RMB | ||||
|---|---|---|---|---|
| 2011 | 2010 | 2009 | ||
| I. | Operating income | 792,926,100 | 668,936,177 | 470,294,530 |
| Less: operating costs | 472,926,715 | 383,212,643 | 257,297,781 | |
| Business taxes and surcharges | 7,722,035 | 3,984,784 | 5,621,002 | |
| Marketing costs | 72,420,069 | 66,061,103 | 59,305,402 | |
| Management fee | 103,991,080 | 84,115,340 | 65,753,911 | |
| Finance costs | 27,503,542 | 26,135,739 | 19,989,674 | |
| Asset impairment loss | 6,301,872 | 3,139,559 | 7,826,395 | |
| Investment gain (“-” for loss) | 2,496,052 | -5,208,714 | -5,332,485 | |
| Of which: investment gain from associates | 2,473,970 | -5,208,714 | -5,332,485 | |
| II. | Operating profit (“-” for loss) | 104,556,838 | 97,078,291 | 49,167,877 |
| Add: non-operating income | 33,095,316 | 28,788,205 | 26,952,595 | |
| Less: non-operating expenditure | 999,763 | 338,559 | 590,230 | |
| Of which: loss of disposal of non-current assets | 68,099 | 36,514 | 372,162 | |
| III. | Total profit (“-” for loss) | 136,652,391 | 125,527,937 | 75,530,241 |
| Less: income tax expenses | 13,867,478 | 12,307,731 | 5,353,311 | |
| IV. | Net profit (“-” for net loss) | 122,784,913 | 113,220,205 | 70,176,930 |
| Attributable to owners of holding companies | 122,784,913 | 113,220,205 | 70,176,930 | |
| V. | Earnings per share | |||
| (i) Basic earnings per share |
||||
| (nominal value at RMB1 per share) | 2.0342 | 1.8757 | 1.1626 | |
| (ii) Dilute earnings per share | ||||
| (nominal value at RMB1 per share) | 2.0342 | 1.8757 | 1.1626 | |
| VI. | Other comprehensive income | 2,115,990 | 331,857 | 187,448 |
| VII. | Total comprehensive income | 124,900,903 | 113,552,063 | 70,364,379 |
| Total comprehensive income attributable | ||||
| to | owners of holding companies | 124,900,903 | 113,552,063 | 70,364,379 |
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(B) Consolidated balance sheets of the Group as at 31 December 2009, 2010 and 2011 prepared in accordance with the PRC GAAP:
| Unit: RMB | |||
|---|---|---|---|
| Assets | 2011 | 2010 | 2009 |
| Current assets: | |||
| Money funds | 299,389,720 | 355,262,762 | 243,023,142 |
| Notes receivable | 22,231,556 | 17,371,292 | 9,600,000 |
| Trade receivables | 253,144,997 | 225,642,353 | 241,616,240 |
| Prepayments | 27,201,375 | 49,577,831 | 35,240,201 |
| Other receivables | 10,368,622 | 13,721,669 | 44,253,632 |
| Inventory | 105,179,354 | 96,994,152 | 85,776,930 |
| Total current assets | 717,515,627 | 758,570,060 | 659,510,146 |
| Non-current assets: | |||
| Held-to-maturity investment | – | 10,000,000 | – |
| Long-term Equity Investment | – | 1,977,651 | 7,186,366 |
| Fixed assets | 264,176,834 | 255,543,871 | 246,277,286 |
| Construction in progress | 60,883,931 | 4,157,239 | 7,398,689 |
| Intangible assets | 68,941,674 | 63,559,367 | 56,719,569 |
| Development expenditure | 12,424,701 | 2,979,662 | – |
| Goodwill | 1,139,412 | 1,139,412 | 1,139,412 |
| Deferred income tax assets | 14,930 | 10,603 | – |
| Total non-current assets | 407,581,485 | 339,367,807 | 318,721,324 |
| Total assets | 1,125,097,113 | 1,097,937,868 | 978,231,471 |
| Current liabilities: | |||
| Short-term borrowings | 220,000,000 | 305,000,000 | 360,589,804 |
| Notes payable | – | – | – |
| Trade payables | 99,048,314 | 106,028,104 | 50,505,621 |
| Advance received | 9,206,243 | 15,042,788 | 8,926,846 |
| Payroll payable | 7,268,923 | 2,046,502 | 266,315 |
| Tax payable | –10,123,659 | –3,570,573 | –600,241 |
| Other payables | 7,948,363 | 7,214,754 | 8,862,780 |
| Non-current liabilities due in one year | 612,187 | 393,194 | – |
| Total non-current liabilities | 333,960,372 | 432,154,770 | 428,551,127 |
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| Non- current liabilities: | |||
|---|---|---|---|
| Long-term borrowings | 1,377,421 | 924,682 | 265,991 |
| Other non-current liabilities | 20,000,000 | 20,000,000 | – |
| Total non-current liabilities | 21,377,421 | 20,924,682 | 265,991 |
| Total liabilities | 355,337,794 | 453,079,453 | 428,817,119 |
| Shareholders’ interests: | |||
| Share capital | 60,360,000 | 60,360,000 | 60,360,000 |
| Capital reserve | 283,188,427 | 283,188,427 | 283,188,427 |
| Surplus reserve | 18,099,377 | 9,033,413 | 2,722,008 |
| Undistributed profit | 406,594,246 | 292,875,297 | 204,074,496 |
| Translation difference in foreign | |||
| currency statements | 1,517,267 | –598,722 | –930,580 |
| Interest attributable to ordinary | |||
| shareholders of the Company | 769,759,318 | 644,858,415 | 549,414,351 |
| Total shareholders’ interests | 769,759,318 | 644,858,415 | 549,414,351 |
| Total liabilities and shareholders’ interests | 1,125,097,113 | 1,097,937,868 | 978,231,471 |
(C) Differences between consolidated financial statements of the Group prepared in accordance with HKFRS and the PRC GAAP
The Company is listed in Hong Kong and prepares its financial statements in accordance with the PRC GAAP and HKFRS respectively. There may be some differences in net assets and net profit due to the differences between accounting standards adopted for the financial and accounting information disclosed in the PRC and Hong Kong.
I. Notes to major differences in the table of comparison
Differences between the original statements and the reporting statements of the Company for the years of 2011, 2010 and 2009, including differences arising from adjustments made in preparing the reporting statements for accounting errors in the original statements, are detailed below:
-
(i) There is no difference between the original consolidated statements and the reporting consolidated statements for the year of 2011
-
(ii) There is no difference between the original consolidated statements and the reporting consolidated statements for the year of 2010
-
(iii) Notes to differences between the original consolidated statements and the reporting consolidated statements for the year of 2009
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1. Other current assets and intangible assets
There is a difference of RMB1,177,350 between the reporting statements and the original statements, which is in relation to the purchase of membership of Mission Hills Golf Club for RMB1,177,350, which is on lifetime ownership and has been adjusted by transferring it from other current assets to intangible assets with indefinite useful life.
2. Goodwill and capital reserve
There is a difference of RMB1,021,929 between the reporting statements and the original statements, which is in relation to the acquisition of 深圳市元征軟件開發有限公司 (“Launch Software”) by the Company on 30 June 2006. As the Company and Launch Software are under the control of the same beneficial controller, it constituted a corporate merger under the same control, which was treated in accounting as corporate merger not under the same control in previous years, while it was adjusted retrospectively in the period by deduction of RMB1,021,929 from capital reserve and goodwill at the beginning of the reporting period.
3. Tax payable and other payables
There is a difference of RMB413,923 between the reporting statements and the original statements, which is due to the value-added tax payable of Launch Europe GmbH, a subsidiary of the Company, being reclassified from other payables to tax payable.
For more details of the proposed Issue of A Shares, please refer to the Prospectus (application version) which was published on the CSRC’s website (www.csrc.gov.cn) on 27 February 2012 and the website of the Stock Exchange (www.hkexnews.hk) on 29 February 2012.
The Company will keep Shareholders and Investors posted of any further development in relation to the Issue of A Shares.
The Issue of A Shares is subject to approval by the CSRC and may or may not proceed to completion. Investors are advised to exercise caution in dealings in the H Shares. Further details about the Issue of A Shares will be disclosed by the Company in the PRC in due course and the relevant information will be disclosed in Hong Kong concurrently in accordance with the Listing Rules.
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DEFINITIONS
In this announcement, the following expressions have the following meanings unless the context requires otherwise:
| “A Share(s)” | the ordinary shares of the Company of RMB1.00 each proposed to be |
|---|---|
| allotted, issued and listed on the Shenzhen Stock Exchange | |
| “Board” | the board of Directors |
| “Company” | Launch Tech Company Limited, a joint stock company with limited |
| liability incorporated in the PRC, the H Shares of which are listed on | |
| the Stock Exchange (Stock Code: 2488) | |
| “CSRC” | China Securities Regulatory Commission (中國證券監督管理委員會) |
| “Directors” | the directors of the Company, including the independent non-executive |
| directors | |
| “Group” | the Company and its subsidiaries |
| “HKFRS” | Hong Kong Financial Reporting Standards |
| “Hong Kong” | the Hong Kong Special Administrative Region of the PRC |
| “H Share(s)” | the overseas listed foreign share(s) having a nominal value of RMB1.00 |
| each in the capital of the Company, which are subscribed for and traded | |
| in Hong Kong dollars, all of which are listed on the Stock Exchange | |
| “Issue of A Shares” | the proposed issue of not more than 12,000,000 A Shares to qualified |
| public investors (except those prohibited by the PRC laws and | |
| regulations and other regulatory requirements to which the Company is | |
| subject) | |
| “Listing Rules” | the Rules Governing the Listing of Securities on the Stock Exchange |
| “PRC” | The People’s Republic of China which, for the purpose of this |
| announcement, excludes Hong Kong and the Macau Special | |
| Administrative Region of the PRC and Taiwan | |
| “PRC GAAP” | the Accounting Standards for Business Enterprises issued by the |
| Ministry of Finance of the PRC on 15 February 2006, and other relevant | |
| accounting regulations as promulgated in the PRC |
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“Prospectus”
-
the prospectus to be issued by the Company in relation to the proposed Issue of A Shares, the application version of which was published on the CSRC’s website (www.csrc.gov.cn) 27 February 2012 and the website of the Stock Exchange (www.hkexnews.hk) on 29 February 2012
-
“Relevant Periods” the years ended 31 December 2009, 2010 and 2011
-
“RMB” Renminbi, the lawful currency of the PRC
-
“Shareholder(s)” registered holder(s) of Shares
-
“Share(s)” share(s) of the Company
-
“Stock Exchange” The Stock Exchange of Hong Kong Limited
By order of the Board Launch Tech Company Limited Liu Xin Chairman
Shenzhen, the PRC, 29 February 2012
As at the date hereof, the executive Directors of the Company are Mr. Liu Xin, Mr. Liu Jun, Ms. Huang Zhao Huan and Mr. Jiang Shiwen; the non-executive Directors of the Company are Ms. Liu Yong and Ms. Liu Xiaohua; the independent non-executive Directors of the Company are Mr. Pan Zhongmin, Mr. Liu Yuan and Dr. Zou Shulin.
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