enterpriseAsia.com PLC
9 May 2001
PART 2
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2000
1. Accounting policies
1.1Accounting convention
The financial statements are prepared under the historical cost convention.
1.2 Compliance with accounting standards
The financial statements are prepared in accordance with applicable accounting
standards.
1.3 Tangible fixed assets and depreciation
Tangible fixed assets are stated at cost less depreciation. Depreciation is
provided at rates calculated to write off the cost less estimated residual
value of each asset over its expected useful life, as follows:
Office equipment 33% Straight Line
1.4 Operating Leases
Rentals payable under operating leases are charged against income on a
straight line basis over the lease term.
1.5 Investments
Fixed asset investments are stated at cost less provision for any permanent
diminution in value.
1.6 Basis of consolidation
The consolidated accounts include the accounts of the parent company and its
subsidiaries made up to 31 December 2000. Internal movements are eliminated on
consolidation.
1.7 Foreign currency translation
Transactions in foreign currencies are recorded at the rate ruling at the date
of transaction. All differences are taken to the profit and loss account.
1.8 Pension costs
The group operates a defined contribution scheme. Contributions payable to the
group's pension scheme are charged to the profit and loss account in the
period to which they relate.
2. Parent Company result
As permitted by section 230 of the Companies Act 1985, the parent company
profit and loss account has not been included as part of these financial
statements. The parent company's loss for the financial period was £293,472.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2000
3 Operating loss
2000
£
Operating loss is stated after charging:
Exceptional cost of shareholders' Extraordinary General Meeting 388,390
Depreciation of tangible assets 1,062
Operating lease rentals -
Auditors' remuneration
Hong Kong - audit fee 7,684
UK - audit fee 10,000
UK - other fees 7,931
============
During the period the company held an Extraordinary General Meeting in which
resolutions to remove two existing directors and appoint three new directors
were defeated. The exceptional costs relate to professional fees and incidental
costs of shareholder communications in preparation for the Extraordinary
General Meeting.
4 Taxation
On the basis of these financial statements no provision has been made for
corporation tax.
5. Tangible fixed assets Company Group
Office equipment Office equipment
£ £
Cost
Additions 568 5,545
------------ ------------
At 31 December 2000 568 5,545
------------ ------------
Depreciation
Charge for the period 62 1,062
------------ ------------
At 31 December 2000 62 1,062
------------ ------------
Net book value
At 31 December 2000 506 4,483
============ ============
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2000
6. Fixed asset investments - Group
Undertakings
Company
2000
£
Shares in group undertakings 847
-subsidiary undertakings
Loans to group undertakings 10,062,578
-subsidiary undertakings
-----------
10,063,425
===========
Shares in Loans to
group group
undertakings undertakings
£ £
Cost
Additions 847 10,062,578
Disposals - -
------------ -----------
At 31 December 2000 847 10,062,578
============ ===========
Additional information on principal subsidiary undertakings:
Name of Company Place of Equity Proportion of Nature of
incorporation shareholdings the nominal business
value of equity
held by the
Company Group
% %
enterpriseAsia.com Hong Kong Ordinary 100 - Investment
Limited holding
enterpriseAsia.com British Ordinary 100 - Investment
(B.V.I.) Virgin holding
Limited Islands
Alternative British Ordinary - 100 Investment
Enterprises Virgin holding
Limited Islands
London British Ordinary - 100 Investment
Technology Virgin holding
Limited Islands
Behaviour British Ordinary - 100 Investment
International Virgin holding
Limited Islands
Electronic British Ordinary - 100 Investment
Commerce Virgin holding
Limited Islands
Electronic British Ordinary - 100 Investment
Industries Virgin holding
Limited Islands
E-Market Assets British Ordinary - 100 Investment
Limited Virgin holding
Islands
E-Force British Ordinary - 100 Investment
Enterprises Virgin holding
Limited Islands
Jobpro British Ordinary - 100 Investment
International Virgin holding
Limited Islands
Cable First British Ordinary - 100 Investment
Holdings Virgin holding
Limited Islands
12
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2000
Group
Investments Loans
£ £
Cost
Additions 7,605,691 -
Disposals (252,000) -
---------- ------------
At 31 December 2000 7,353,691 -
========== ===========
Additional information on investments:
Name of Country of Class of Proportion of Nature of business
company incorporation/ shares nominal value
registration held of issued
capital held by
the group;
IBASE Hong Kong Ordinary 49% e-commerce
Holdings solutions
Limited
P & S Hong Kong Ordinary 2% Design and
International marketing of
Limited semi-conductor
chips
CFN (UK) UK Ordinary 40% Financial
Limited networking
EcAgent.com British Ordinary 33% Virtual office
Limited Virgin environment
Islands provider
UFO Solutions Hong Kong Ordinary 50% Financial
Limited software
systems provider
Net Fun Hong Kong Ordinary 8% Game provider
Limited
Cybermax Hong Kong Ordinary 49% Recruitment
Network advertising on
Technology web
Limited
The Group has committed capital to support other investments
further as follows:
Date committed Amount
£
Loan to iBASE Holdings Limited January 2001 128,739
=========
7 Debtors Company Group
2000 2000
£ £
Other debtors 42 3,579
Prepayments and accrued income - 34,633
------------ ----------
42 38,212
============ =========
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2000
8 Creditors: amounts falling due within one year Company Group
2000 2000
£ £
Directors' current accounts 4,500 5,703
Other creditors 24,002 25,762
Accruals and deferred income 15,746 19,752
--------- --------
44,248 51,217
======= ==========
9 Share capital 2000
£
Authorised
500,000,000 ordinary shares of 1p each 5,000,000
==============
Allotted, called up and fully paid
239,598,496 ordinary shares of 1p each 2,395,985
==============
On 22 February 2000, the company issued 239,598,494 ordinary shares of £
0.01 each, which were allotted and fully paid for a cash consideration of
£11,979,924.
The following options to subscribe for ordinary shares have been granted
to English Trust Company Limited as part of the company's corporate
finance fee in respect of the placing and offer for subscription:
Date of Number of ordinary Exercise price Exercise period
grant shares per share
From To
7 1,200,000 5p 7 February 7 February
February 2000 2010
2000
The following options to subscribe for ordinary shares have been granted
to the Directors as an incentive to achieve the company's strategy:
Date of Number of ordinary Exercise price Exercise period
grant shares per share
From To
7 1,000,000 5p 7 February 7 February
February 2000 2010
2000
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2000
10. Statement of movements on reserves
Share Profit and
premium loss Account
Account
Company £ £
Retained loss for the period - (293,472)
Premium on shares issued during the period 9,583,939 -
Share issue costs (408,169) -
------------ ------------
Balance at 31 December 2000 9,175,770 (293,472)
============ ============
Group
Retained loss for the period - (634,900)
Premium on shares issued during the period 9,583,939 -
Share issue costs (408,169) -
------------ ------------
Balance at 31 December 2000 9,175,770 (634,900)
============ ============
11 Reconciliation of movements in shareholders' funds
2000
£
Loss for the financial period (634,900)
Proceeds from issue of shares 11,979,924
Cost of share issue written off to share premium (408,169)
account
-----------
Net addition to shareholders' funds 10,936,855
Opening shareholders' funds -
-----------
Closing shareholders' funds 10,936,855
===========
12 Directors' emoluments
2000
£
Emoluments for qualifying services 80,844
============
13 Employees
Number of employees
The average monthly number of employees (excluding directors) during the
period was:
2000
Number
Investment management 1
Administration 1
============
Employment costs (excluding directors) £
Wages and salaries 75,909
Other costs 4,838
------------
80,747
============
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2000
14 Earnings per share
2000
£
Loss before taxation 634,900
============
2000
Weighted average number of shares in issue 211,331,260
Dilution effect of share in options 301,812
------------
Diluted weighted average number of shares 211,633,072
============
Basic loss per share (pence) 0.3
============
Diluted loss per share (pence) 0.3
============
15 Related party transactions
During the period, the following related party transactions took place:
Administrative service fees amounting to £3,525 were charged by
startIT.com plc. Additionally, relevant expenditure, the majority of
which was in respect of travel, was reimbursed to this company and
amounted to £19,392. startIT.com plc reimbursed the company for expenses
incurred on its behalf amounting to £1,721. startIT.com plc is a related
party by virtue of the investment this company holds in
enterpriseAsia.com plc, and by virtue of the fact that the two companies
have directors in common.
Rental and administrative fees were paid to CFN Hong Kong Limited, and
amounted to £22,580. CFN Hong Kong Limited is a related party by virtue
of the fact that Peter So, a director and shareholder in
enterpriseAsia.com plc, has a 12.1875% beneficial shareholding interest
in this company.
Advisory service fees were paid to Communications Express Limited, and
amounted to £42,337. Communications Express Limited is a related party by
virtue of the fact that Benjamin Ng, a director and shareholder in
enterpriseAsia.com plc, is also a director and shareholder in this
company.
Web site design and maintenance fees were paid to iBASE Consultants
Limited, and amounted to £1,270. iBASE Consultants Limited is a related
party by virtue of the fact that Benjamin Ng, a director and shareholder
in enterpriseAsia.com plc, is also a director of iBASE Holdings Limited,
the ultimate holding company of this company.
Rental and administrative service fees were received from P & S
International Limited, and amounted to £2,060. P & S International
Limited is a related party by virtue of the fact that Benjamin Ng, a
director and shareholder in enterpriseAsia.com plc, is also a director of
this company.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2000
16 Net asset value per share
The net asset value per share and the net asset value attributable to
ordinary shareholders were as follows:
Net Asset Value per Net Asset Value Attributable
share to Ordinary Shareholders
Ordinary shares (Basic) 31 December 2000 31 December 2000
4.56p 10,936,855
============ ============
Basic net asset value per ordinary share is 4.56p which is based on net
assets at the period end and on 239,598,496 ordinary shares, being the
number of ordinary shares in issue at the period end.
The Annual Report and Accounts will be posted to all shareholders on 1 June,
2001 and will be available at the company's registered office thereafter. The
Company's Annual General Meeting will be held at The Insurance Hall, 20
Aldermanbury, London EC2V 7HY on 27 June 2001 at 11.00am.
The Profit and Loss Account and Balance Sheet have not yet been filed with the
Registrar of Companies