Contents 2 Corporate Information 4 Chairman s Statement 7 Management Discussion and Analysis 20 Corporate Governance 22 Other Information 27 Condensed

Transcription

1 NATURAL BEAUTY BIO-TECHNOLOGY LIMITED Stock Code 157 "Qi" of Beauty INTERIM REPORT 2009

2 Contents 2 Corporate Information 4 Chairman s Statement 7 Management Discussion and Analysis 20 Corporate Governance 22 Other Information 27 Condensed Consolidated Statement of Comprehensive Income 28 Condensed Consolidated Statement of Financial Position 29 Condensed Consolidated Statement of Changes in Equity 31 Condensed Consolidated Statement of Cash Flows 32 Notes to the Condensed Consolidated Financial Statements 1

3 Corporate Information Board of Directors Dr. Tsai Yen Yu (alias Dr. Tsai Yen Pin) (Chairman) Mr. Lee Ming Ta (alias Mr. Lee Ming Tah) Dr. Su Chien Cheng Dr. Su Sh Hsyu Mr. Yeh Liang Fei (Independent Non-executive Director) Mrs. Chen Shieh Shu Chen (Independent Non-executive Director) Mr. Chen Ching (Independent Non-executive Director) Authorised Representatives Mr. Lee Ming Ta (alias Mr. Lee Ming Tah) Dr. Su Chien Cheng Company Secretary Mr. Chan Yan Kwan, Andy CPA, FCCA Members of the Audit Committee Mr. Yeh Liang Fei Mrs. Chen Shieh Shu Chen Mr. Chen Ching Members of the Remuneration Committee Mr. Yeh Liang Fei Mrs. Chen Shieh Shu Chen Mr. Chen Ching Registered Office P. O. Box 309 Ugland House South Church Street George Town Grand Cayman Cayman Islands British West Indies Head Office and Principal Place of Business in Hong Kong Unit 3512, 35/F The Center 99 Queen s Road Central Central Hong Kong CPA, FCCA P.O. Box 309 Ugland House South Church Street George Town Grand Cayman Cayman Islands British West Indies Natural Beauty Bio-Technology Limited Interim Report 2009

4 Corporate Information Auditors Deloitte Touche Tohmatsu Certified Public Accountants 35/F One Pacific Place 88 Queensway Hong Kong Legal Advisers King & Wood 908 Hutchison House Central Hong Kong Principal Bankers The Hongkong and Shanghai Banking Corporation Limited 1 Queen s Road Central Hong Kong Land Bank of Taiwan No. 76, Section 2, Tun Hua South Road Taipei Taiwan Mega International Commercial Bank No. 62, Section 2, Tun Hua South Road Taipei Taiwan Agricultural Bank of China Shanghai Branch 3rd Floor, 26 Zhong Shan Dong Yi Road Shanghai The PRC Bank of Communications Shanghai Branch, Zhabei Sub-branch 211 Hengtong Road Shanghai The PRC Website

5 Chairman s Statement Dear Shareholders, PERFORMANCE I am pleased to present Natural Beauty s interim results for the six months ended 30 June Against the backdrop of the financial tsunami and threat of global recession, the Group s business had inevitably been affected during the review period. The PRC operation, accounting for 74.8% of the total turnover, remained the Group s major market. Turnover from the PRC decreased by 18.9% to reach HK$191.0 million (1H 2008: HK$235.5 million), Taiwan market recorded a drop of 21.3% in turnover, reaching HK$59.7 million (1H 2008: HK$75.8 million). Total turnover decreased by 19.1% to HK$255.3 million (1H 2008: HK$315.7 million). The fall was a result of cautious consumer sentiment: consumers tendency to cut spending and delay buying decisions after the financial tsunami was prevalent during the first few months of In addition, we raised the price of our products in June 2008 and franchisees had stocked up on more goods than usual. Therefore, the revenue base for the first half of last year was comparatively higher than the period under review. As a result, our net profit during the period under review dropped 27.3% to HK$108.9 million (1H 2008: HK$149.8 million). 74.8% 18.9% 191,000, ,500, % 59,700,000 75,800, % 255,300, ,700, % 108,900, ,800,000 Despite the lower turnover, our operating margin and net margin remained at a healthy rate of 46.6% and 42.6% for the period under review. Our return of equity was 25.0% for the first six months of this year, while return on assets stood at 20.6%. 46.6% 42.6% 25.0%20.6% Basic earnings per share for the first half of 2009 decreased by 27.2% to HK5.446 cents (1H 2008: HK7.483 cents). 27.2% The Board of Directors has resolved to declare an interim dividend of HK3.5 cents per share, representing a dividend pay-out ratio of over 60%. The high pay-out ratio demonstrated the strength of our business model in good times or bad, our efforts in enhancing shareholders value and our appreciation for the continuous support of our shareholders % 4 Natural Beauty Bio-Technology Limited Interim Report 2009

6 Chairman s Statement BUSINESS REVIEW Perseverance on training and promotion of products to reap benefits of franchise network During the review period, we continued to promote our products to families and friends of our existing customers. By strengthening franchisees training on selling skills and product knowledge, as well as introducing new products including health food and supplements, sales of health food and supplements grew 69.5% despite the weak consumer spending sentiment and slowdown in other categories. Health food and supplements accounted for 13.9% (1H08: 6.6%) of the product sales of the Group during the review period. Economic downturn is a good opportunity to enhance franchisee network quality During the review period, 95 new stores had been opened and 219 stores had closed. The closure was mainly due to violation of franchise terms by the franchisees who sold non-natural Beauty products, failure to achieve minimum targets or failure to attend our free and compulsory training programs. By weeding out those non-compliant stores, we could maintain a much better and consistent franchise network to ensure service quality for consumers. 69.5% 13.9% 6.6% During the review period, average sales of our stores in the PRC decreased by 17% to HK$132,000 as compared with HK$159,000 for the same period last year. Taiwan recorded a 13.4% year-on-year drop to HK$129,000 as a result of the sluggish economy. PROSPECTS 159,00017% 132, % 129,000 The Group believes that the threat of a global recession or a financial system meltdown has gradually subsided as compared to a few months ago, and the PRC is expected to be one of the emerging markets to outperform other countries and regions in The domestic consumer market in PRC is showing signs of a quick and strong recovery in 2009 and we are confident that we could also benefit from a better consumer sentiment in the second half of the year. With the opening up of the tourism industry to PRC visitors and the stock market rebound in recent months, the Taiwan market has also seen an improvement in the consumer sentiment. In both the PRC and Taiwan markets, we will continue to launch new products including health food and supplements. We also plan to introduce a new store format, Beauty and Health SPA Specialty Store. The new format has higher productivity and requires lower investment from franchisees. It can also enhance consumers awareness of the brand Natural Beauty. SPA 5

7 Chairman s Statement NOTE OF APPRECIATION It is with great pleasure that I express my sincere gratitude to the members of our Board, our shareholders, and business partners for their continuous support and guidance throughout the period. I would also like to thank the Group s management team and employees for their commitment and hard work, which is pivotal to the Group s continuous growth and expansion. Dr. Tsai Yen Yu Chairman Hong Kong, 12 August Natural Beauty Bio-Technology Limited Interim Report 2009

8 Management Discussion and Analysis FINANCIAL REVIEW Turnover by 1H2009 1H2008 Changes geographical region % % % PRC 191, % 235, % (44,410) -18.9% Taiwan 59, % 75, % (16,141) -21.3% Others 4, % 4, % % Total 255, % 315, % (60,322 ) -19.1% For the six months ended 30 June 2009, turnover of the Group declined 19.1% to HK$255.3 million as compared with HK$315.7 million recorded in the same period last year. 315,700, % 255,300,000 Turnover in the PRC market decreased by 18.9% to HK$191.0 million for the six months ended 30 June The decrease in turnover was mainly due to a decrease of HK$43.4 million in product sales. At the same time, service income decreased by 25.3% from HK$3.4 million for the six months ended 30 June 2008 to HK$2.6 million for the corresponding period of In Taiwan, turnover dropped by 21.3% to reach HK$59.7 million for the first six months of 2009 as compared with HK$75.8 million for the same period of Product sales amounted to HK$2.2 million, was directly attributable to the retail brand products of Fonperi compared to HK$7.9 million for the same period of The declines in product sales and service income were mainly due to lingering impact of the global financial turmoil on the Greater China region since the third quarter of With market uncertainties weakening consumer sentiments, customers tended to curtail their spending and delay their buying decisions. Also, the Group raised the selling price of products in June 2008 and franchisees had stocked up on more goods than usual. Therefore, the revenue base for the first half of last year was relatively higher. 18.9% 191,000,000 43,400,000 3,400, % 2,600,000 75,800, % 59,700,000 Fonperi 2,200,0007,900,000 Sales in other regions such as Hong Kong, Macau and Malaysia increased slightly by 5.3% to HK$4.6 million. The turnover contribution from these regions remained insignificant and accounted for less than 2% of total turnover. 5.3% 4,600,000 2% 7

9 Management Discussion and Analysis FINANCIAL REVIEW (Continued) The Group s overall gross profit margin remained high and stood at 81.7% during the period under review. 81.7% 1H2009 1H2008 Changes Turnover by activities % Products PRC 188, ,753 (43,432) -18.7% Taiwan 56,093 72,112 (16,019) -22.2% Others 4,193 3, % Total 248, ,795 (59,188 ) -19.2% Services PRC 2,565 3,433 (868) -25.3% Taiwan 3,613 3,735 (122) -3.3% Others (34) -8.1% Total 6,566 7,590 (1,024 ) -13.5% Entrustment PRC (110) -41.4% Taiwan n/a Others n/a Total (110 ) -41.4% 1H2009 1H2008 Changes Turnover by activities % % % Products 248, % 307, % (59,188) -19.2% Services 6, % 7, % (1,024) -13.5% Entrustment % % (110) -41.4% Total 255, % 315, % (60,322 ) -19.1% 8 Natural Beauty Bio-Technology Limited Interim Report 2009

10 Management Discussion and Analysis FINANCIAL REVIEW (Continued) Products The Group is principally engaged in the manufacture and sale of several types of products, namely skin care products, beauty products, aromatherapeutic products, color make up and heath supplements, under the Natural Beauty and Fonperi brand names. Product sales are the Group s key revenue contributor and are primarily made through franchise spas, self-owned spas and retail outlets. For the six months ended 30 June 2009, products sales amounted to HK$248.6 million, or 97.4% of total revenue, representing a decrease of HK$59.2 million when compared with the amount of HK$307.8 million, which accounted for 97.5% of total revenue for the six months ended 30 June The decrease in product sales was mainly due to the sluggish economy. Despite the decline in product sales, gross margin of product sales for the period remained stable at 87.5% compared with 87.6% in the last corresponding period. Fonperi 248,600, % 307,800, % 59,200, % 87.6% Other markets such as Hong Kong, Macau and Malaysia only accounted for 1.7% of total product sales for the period. 1.7% 1H2009 1H2008 Changes Service income % % % Training income % % (125) -15.3% SPA service income 4, % 5, % (951) -16.4% Management fee income % % (212) -89.1% Others % % % Total 6, % 7, % (1,024 ) -13.5% Services Service income includes income from self-owned spa with services provided, training income and management fee received from franchisees, and other service-related income. The Group provides skin treatment, beauty and spa services through our self-owned spas. It is necessary to establish self-owned stores as model spas in new markets, and the Group considers this a more profitable and costefficient way as a whole to allocate resources to stimulate overall product sales. spa 9

11 Management Discussion and Analysis FINANCIAL REVIEW (Continued) Services (Continued) Service income is generated only from our self-owned spas as the Group does not share any service income generated in franchised spas with franchisees under the current franchise arrangement. Service income generated from franchised spas is vital for them to cover their operating expenses such as rental, salary and utilities. During the period under review, income from services decreased by 13.5% to HK$6.6 million when compared with HK$7.6 million for the six months ended 30 June The decrease was mainly due to the shrinkage in SPA service income by approximately HK$1.0 million, resulting from the global and local economic downturn during the first six months of Entrustment Entrusted spas are owned by the Group and operated by reputable operators. The spas were previously operated by the Group. In order to allocate financial and human resources more efficiently, the Group has entrustment arrangements in the PRC for periods ranging from one to five years, where our self-owned spas were entrusted to reputable operators in local areas. The operators are responsible for all the profits and losses of the operations and sell the Group s products in their stores, while the Group receives a fixed annual entrustment fee until those operators repay the Group s initial investment in five years. The entrusted spas then become regular franchised spas. 7,600, % 6,600,000 1,000,000 For the six months ended 30 June 2009, entrustment income recorded a further decrease of 41.4% to HK$0.2 million when compared with HK$0.3 million for the six months ended 30 June The drop in entrustment income was attributable to the expiration of certain entrustment arrangements during the first six months of There was no entrusted spa as at 30 June Other income Other income mainly comprised interest income, foreign exchange gain, financial refunds, gain on disposal of property, plant and equipments, which amounted to HK$1.5 million, HK$1.7 million, HK$5.2 million, HK$3.1 million and the remaining balance respectively. Other income decreased by 16.8%, or HK$3.9 million from HK$23.1 million for the first six months of 2008 to HK$19.2 million for the same period of The decrease was mainly due to the realized exchange gain from the dividend received from a PRC subsidiary which amounted to HK$12.6 million during the first six months of 2008 when compared with only HK$1.8 million during the corresponding period of However, the decline of other income was offset by the gain on disposal of the building in Guangzhou and Ningbo, which amounted to HK$3.3 million, and an increase of HK$3.7 million in financial refunds. 300, % 200,000 1,500,000 1,700,0005,200,000 3,100,000 23,100, % 3,900,000 19,200,000 12,600,000 1,800,000 3,300,000 3,700, Natural Beauty Bio-Technology Limited Interim Report 2009

12 Management Discussion and Analysis FINANCIAL REVIEW (Continued) Distribution and administrative expenses The Group s distribution and selling expenses as a percentage of turnover remained stable at 22.3% for the six months ended 30 June 2009 compared with 21.9% for the last corresponding period. Total expenses in dollar terms decreased by HK$12.2 million from HK$69.2 million for the first six months of 2008 to HK$57.0 million for the same period of During the period under review, the Group continued to reduce media exposure and introduce products offering through family and friends of our existing customers. Instead of media advertising, free samples and gifts were given to our existing customers and extended the reach through their friends and family members. In percentage terms, advertising and promotion expenses represent 6.9% of total turnover for the six months ended 30 June 2009, when compared with 9.6% for the same period in Other key expenses mainly included salary, commission, travel and transportation expenses as well as rental expenses, which amounted to HK$12.6 million, HK$2.9 million, HK$4.3 million and HK$9.5 million respectively. 22.3%21.9% 69,200,000 12,200,000 57,000, % 9.6% 12,600,000 2,900,000 4,300,000 9,500,000 Administrative expenses as a percentage of turnover increased from 12.2% for the six months ended 30 June 2008 to 19.2% for the corresponding period of The cost mainly covered salary, legal and professional fee, depreciation and rental charges. Total administrative expenses in dollar terms increased by HK$10.4 million to HK$48.9 million for the period under review. The increase was mainly due to the professional fees incurred in privatization and group restructuring projects which amounted to HK$2.0 million and the training fees amounted to HK$1.2 million. Besides, there was a provision of doubtful debts of HK$1.1 million and approximately HK$2.0 million additional rental expenses was paid for the new headquarter in Taiwan in the first six months of Other expenses Other expenses decreased from HK$12.1 million for the six months ended 30 June 2008 to HK$3.1 million for the corresponding period of 2009, representing a drop of HK$9.0 million or 74.1%. Other expenses mainly included bank charges of HK$1.5 million and provision for obsolete stocks amounting to HK$1.1 million. The decrease in other expenses was mainly due to the donations amounting to HK$3.9 million made after the Sichuan Earthquake in May 2008 and write-off of uncollectible financial refunds receivables amounting to HK$4.4 million during the first six months of Profit before taxation A decrease in gross profit and other income, an increase in administrative expenses netting a decrease of other expenses and distribution and selling expenses, contributed to the decline of 29.4% in profit before tax from HK$168.3 million for the six months ended 30 June 2008 to HK$118.9 million for the corresponding period of % 19.2% 10,400,00048,900,000 2,000,0001,200,000 1,100,000 2,000,000 12,100,0003,100,000 9,000, % 1,500,000 1,100,000 3,900,000 4,400, ,300, % 118,900,000 11

13 Management Discussion and Analysis FINANCIAL REVIEW (Continued) Taxation Taxation expenses decreased 45.9% from HK$18.5 million for the first six months of 2008 to HK$10.0 million for the same period in The effective tax rates of the Group for the six months ended 30 June 2008 and 2009 were 11.0% and 8.4% respectively. The decrease in taxation expenses was due to the drop in profit in both markets during the period under review, while lower effective tax rate as a result of no dividend withholding tax was required for the six months ended 30 June 2009 (1H2008: HK$6.3 million). Profit for the period As a result, profit for the period declined by 27.3% from HK$149.8 million for the first six months of 2008 to HK$108.9 million for the same period of Liquidity and financial resources Cash generated from operating activities for the six months ended 2009 was approximately HK$46.6 million (for the six months ended 30 June 2008: HK$169.0 million). The decrease was primarily due to a decrease in profit, increase in taxes paid and changes in working capital. As at 30 June 2009, the Group had bank balances and cash of approximately HK$593.5 million (as at 31 December 2008: HK$546.2 million) with no external bank borrowing. 18,500, %10,000, % 8.4% 6,300, ,800, % 108,900,000 46,600, ,000, ,500, ,200,000 In terms of gearing, as at 31 December 2008 and 30 June 2009, the Group s gearing ratios were zero (defined as net debt divided by shareholders equity) as the Group was in net cash balance as at both year/period end dates. Current ratios of the Group (defined as current assets divided by current liabilities) as at 31 December 2008 and 30 June 2009 were 4.7 times and 4.5 times respectively. As at 30 June 2009, the Group had no material contingent liabilities, other than those disclosed in its financial statements and notes thereto. With the cash and bank balances in hand, the Group s liquidity position remains strong and the Group has sufficient financial resources to finance its commitments and to meet working capital requirements Charges on assets As at 30 June 2009, the Group had a pledge of bank deposit of HK$428,000 (as at 31 December 2008: HK$428,000) in order to ensure that one of its wholly owned subsidiaries complied with the terms stipulated in a Tenancy Agreement which had been entered into with the landlord so as to obtain a right of use of a self-owned store in Macau. 428, , Natural Beauty Bio-Technology Limited Interim Report 2009

14 Management Discussion and Analysis FINANCIAL REVIEW (Continued) Treasury policies and exposure to fluctuations in exchange rates The Group derives most of the revenue denominated in Renminbi and New Taiwan Dollar from the PRC and Taiwan as our operations are mainly located in these two areas. As at 30 June 2009, approximately 26.5% (as at 31 December 2008: 56.7%) of the Group s bank balances and cash was denominated in Renminbi, while approximately 7.7% (as at 31 December 2008: 10.1%) in New Taiwan Dollars. The remaining 65.8% (as at 31 December 2008: 33.2%) was denominated in US Dollars, Hong Kong Dollars, Macau Pataca and Malaysia Ringgits. The Group continued to adopt a conservative approach in terms of foreign exchange exposure management. Review of the Group s exposure to foreign exchange risk will be conducted periodically and derivative financial instruments may be used to hedge against such risks when necessary. BUSINESS REVIEW 26.5% 56.7%7.7% 10.1% 65.8% 33.2% 1H2009 1H2008 Turnover by Changes geographic region % PRC Products 188, ,753 (43,432) -18.7% Services 2,565 3,433 (868) -25.3% Entrustment (110) -41.4% PRC Total 191, ,452 (44,410 ) -18.9% Taiwan Products 56,093 72,112 (16,019) -22.2% Services 3,613 3,735 (122) -3.3% Entrustment n/a Taiwan Total 59,706 75,847 (16,141 ) -21.3% Others Products 4,193 3, % Services (34) -8.1% Entrustment n/a Others Total 4,581 4, % 13

15 Management Discussion and Analysis BUSINESS REVIEW (Continued) PRC Market The adverse effect of the financial turmoil that erupted in the third quarter of 2008 could be felt across the board and all industries. The threat of global recession had seriously affected customers attitude towards consumption, leading product sales in the PRC market to fall by 18.7% to HK$188.3 million for the six months ended 30 June This was compared with HK$231.8 million for the same period in last year. The product gross margin still remained at a high rate of 87.0% (1H2008: 87.0%). 18.7% 188,300, ,800, %87.0% Operating profit and net profit decreased by HK$22.3 million and HK$19.1 million respectively for the period under review. 22,300,00019,100,000 Taiwan Market During the first six months of 2009, product sales in Taiwan market also declined by 22.2% to HK$56.1 million as compared with HK$72.1 million for the same period last year. Operating profit and net profit decreased by HK$13.0 million and HK$14.4 million. Distribution channels 72,100, % 56,100,000 13,000,00014,400,000 Franchisee- Self- Self- owned Entrusted owned Total Entrusted owned Total Group Retail Grand Store Number Spa Spa Spa Spa Counter Counter Counter Total Channel Total by Ownership As at 30 June 2009 Taiwan ,351 3,792 PRC 1, , ,392 1,392 Others Total 1, , ,888 3,351 5,239 Store Number Franchisee- Self- Retail by Ownership owned Entrusted owned Channel Total As at 30 June 2009 Taiwan ,351 3,792 PRC 1, ,392 Others Total 1, ,351 5, Natural Beauty Bio-Technology Limited Interim Report 2009

16 Management Discussion and Analysis BUSINESS REVIEW (Continued) Distribution channels (Continued) 1H2009 1H2008 1H2009 1H2008 Average Average Average Average sales sales store * store * per store per store Average sales Changes per store * * HK$ HK$ HK$ % PRC 1, , , ,000 (27,000) -17.0% Taiwan , ,000 (20,000) -13.4% Group total** ** 1, , , ,000 (26,000 ) -16.6% * Average store number is calculated by (opening period total + closing period total)/2 ** Group total does not include Hong Kong, Macau and Malaysia turnover and store count. *** Taiwan sales figure excluded retail sales of Fonperi brand products which are sold by different distribution channel. * 2 ** *** Fonperi The Group principally derives its income from our unique distribution channels, namely spas and counters in department stores. As at 30 June 2009, there were 1,825 spas and 63 counters. All spas provide a variety of services, including hydrotherapy, facial treatment, body care and skin care analysis, whereas counters in department stores usually provide skin care analysis. 1, As at 30 June 2009, there were a total of 1,807 franchisee spas, and 18 spas and 46 counters which are directly operated by the Group. There were also 17 counters entrusted to reputable operators. 1, A total of 95 new stores were opened and 219 stores closed during the period under review. The closure was mainly due to franchisees violation of franchise terms as concluded by our store audit carried out during the first six months of Franchisees who sold non-natural Beauty products, failed to achieve minimum targets or to attend our free and compulsory training programs would have the franchise arrangement terminated. Through the elimination of those non-compliant stores, a good and consistent franchise network is maintained, thus ensuring the service quality for consumers

17 Management Discussion and Analysis BUSINESS REVIEW (Continued) Distribution channels (Continued) As a result of the drop in sales and decrease in the number of stores, the average sales per store in PRC decreased by only 17.0% from HK$159,000 during the review period of 2008 to HK$132,000 for the same period in In Taiwan, average sales per store were down 13.4%, from HK$149,000 to HK$129,000, for the first six months of , % 132, , % 129,000 Franchised spas are owned by franchisees and are responsible for the capital investment of their spas. They are obliged to use Natural Beauty or NB brand for products in their spas. Retail Business Since the launch of Fonperi products, the number of retail outlets in Taiwan has decreased from 3,628 as at 31 December 2008 to 3,351 points of sales as at 30 June They include Watsons, Carrefour, Geant, RT-Mart, Wellcome, and FamilyMart. NB Fonperi 3,628 3,351 We will scale down the operation of the retail business and put more focus on our high margin core business. Research and Development The Group puts much emphasis on research and development, so as to maintain our competitive edge, improve the quality of existing products and develop new products. The Group has been collaborating with overseas cosmetic companies on technological development and imported biotechnology materials from Europe, Japan and Australia, which have been applied to over 700 NB s products. The Group s research and development team comprises 13 members and a number of overseas consultants with experience and expertise in cosmetics, medical, pharmacy and bio-chemistry. NB s products are constantly enhanced and modified with the use of new ingredients developed by its research and development team. The Group believes that the collaboration of experts with different expertise and experience, together with Dr. Tsai s over 30 years of industry experience and knowledge, can help develop high quality beauty and skin care products. NB principally uses natural ingredients to manufacture the products and adopts special formulation to cater to the specific needs of women with delicate skin. NB s products are attentive to the natural metabolism of skin with long-lasting effects Natural Beauty Bio-Technology Limited Interim Report 2009

18 Management Discussion and Analysis BUSINESS REVIEW (Continued) Research and Development (Continued) In terms of developing new products, the research and development team will take into account the feedback and advice from senior management of the Group. Prototype of new products will be distributed to over 1,000 selected senior beauty professionals. In accordance with the outcome of the tests, refinements or modifications to the products may be made, prior to its full commercial launch, with a view to ensuring the high quality, effectiveness and safety standard of NB s products. When a product requires registration with relevant authorities, it will be done before it is launched in the market. All NB products are carefully produced to meet all relevant regulations. 1,000 NB has collaborated with a leading researcher in the field of human genome and stem cell technology, in the development of anti-aging NB-1 product family and other products for spot removing, whitening, anti-allergy and slimming. With Dr. Tsai s over 30 years of experience in the beauty and skin care industry and the strong professional portfolio of our research and development staff members, NB has the competitive advantages in the research and development of beauty and skin care products. NB-1 30 The total research and development costs for the six months ended 30 June 2009 amounted to HK$1.7 million compared with HK$1.0 million for the six months ended 30 June New Products Our flagship product, NB-1 products family includes anti-aging NB-1 series, NB-1 Whitening series, NB-1 anti-allergy, NB-1 pore refining series, etc. For the first six months of 2009, over 114,000 sets/bottles (1H2008: 156,000 sets/bottles) of NB-1 family products were sold with a turnover of HK$84.0 million (1H2008: HK$111.5 million), accounting for more than one-third of total product sales recorded during the period under review. 1,700,000 1,000,000 NB-1NB-1 NB-1NB-1NB-1 114,000156,000 NB-184,000, ,500,000 Despite the lower product sales recorded in the skin care and cosmetic categories for the first six months of 2009, sales of health food and supplement products registered remarkable growth of 69.5% from HK$20.4 million to HK$34.6 million. Thus, the Group considers health food and supplement products as one of the growth drivers in %20,400,000 34,600,000 Our retail brand products of Fonperi in Taiwan were sold via retail channels like hypermarkets and drugstores, including 6 key accounts, namely Watsons, Carrefour, Geant, RT-Mart, Wellcome and FamilyMart, as well as 10 wholesalers. There were 3,351 retails points of sales selling Fonperi products in Taiwan which generated turnover of HK$2.2 million during the period under review. Fonperi ,351 Fonperi 2,200,000 17

19 Management Discussion and Analysis BUSINESS REVIEW (Continued) New Products (Continued) During first six months of 2009, the Group continued to enrich the product range and launched 32 new products, including 11 new health supplement products. Human Resources As at 30 June 2009, the Group had a total of 1,062 employees, of whom 828 were based in PRC, 215 in Taiwan and 19 in other areas. Total remuneration (excluding directors emoluments) for the period ended 30 June 2009 was approximately HK$52.5 million (1H2008: HK$49.0 million), including retirement benefits cost of HK$6.0 million (1H2008: HK$5.3 million). Competitive remuneration packages are maintained to attract, retain and motivate capable staff and are reviewed on a regular basis , ,500,000 49,000,000 6,000,000 5,300,000 The Group maintains good relations with our employee and is committed to offering them training. Professional training courses are offered to beauticians employed by the Group and our franchisees on a regular basis to promote and maintain the quality and consistency of the services provided. In addition, the Group adopted a share option scheme on 11 March 2002, with a view to providing incentives and rewards to eligible participants who contributed to the success of the Group s operations. The Directors may, at their discretion, invite any employee or director of the Group or any qualified person as set out in the scheme, to subscribe for shares. As an additional employee incentive, the Company will pay the relevant option holder a cash bonus in the amount of the total exercise price payable for the exercise of the options. The option holders are required to use any such cash bonus towards payment of the exercise price of the relevant options. Capital Expenditures The Group s major capital expenditures were related to self-owned spas and machinery in our factories. There were HK$15.5 million additions to fixed assets for the first six months of 2009 (1H2008: HK$7.5 million), comprising renovation cost and the cost incurred as a result of additional furniture and fixtures for our new Taiwan office amounting to HK$5.4 million. 15,500,000 7,500,000 5,400,000 Franchisees are responsible for the capital expenditures of their spas. 18 Natural Beauty Bio-Technology Limited Interim Report 2009

20 Management Discussion and Analysis OUTLOOK The second half of the financial year continues to be extremely challenging. However, the Group believes that the PRC market is relatively more resilient than other countries and it would be one of the emerging markets to outperform other countries or regions in The domestic consumer market in Taiwan rebounded in 2009 mainly due to the opening up of the tourism industry to PRC visitors and the rally of the stock market in recent months. The Group is confident of benefiting from a better consumer sentiment in the second half of the year. Meanwhile, the Group will also focus on cost effectiveness, enhancing product sales and profits while seeking opportunities for further growth in the second half of In both the PRC and Taiwan markets, new products including health food and supplements will be launched to meet customers changing needs and preferences. We believe that the comprehensive product range will give us flexibility to cope with the market challenges ahead. We will also focus on the franchisee network development through a new store format, Beauty and Health SPA Specialty Store. This new format has higher productivity and requires lower investment from franchisees. It can also enhance consumers awareness of the brand Natural Beauty. We are confident that these measures will enable the Group to be more resilient during the trough of the economic cycle. SPA 19

21 Corporate Governance CORPORATE GOVERNANCE The Company is committed to achieving high standards of corporate governance that properly protect and promote the interests of its shareholders. Accordingly, the Board has established the audit committee and the remuneration committee with defined terms of reference which are of no less exacting terms than those set out in the Code on Corporate Governance Practices (the Code on Corporate Governance ) as set out in Appendix 14 to the Listing Rules. These committees are chaired by independent non-executive directors. The Board considers the determination of the appointment and removal of directors to be the Board s collective decision and accordingly, it does not intend to adopt the recommended best practice of the Code on Corporate Governance to set up a nomination committee. Audit Committee The audit committee comprises three independent non-executive directors of the Company. It has adopted terms of reference which are in line with the code provisions of the Code on Corporate Governance. The unaudited financial statements of the Company for the six months ended 30 June 2009 have been reviewed by the audit committee who is of the opinion that such statements comply with the applicable accounting standards, legal requirements and the Listing Rules, and that adequate disclosures have been made. Remuneration Committee The remuneration committee comprises three independent non-executive directors of the Company. It has adopted terms of reference which are in line with the code provisions of the Code on Corporate Governance. The duties of the remuneration committee include reviewing and evaluating the remuneration packages of executive directors and senior management and making recommendations to the Board from time to time. Compliance with the Code on Corporate Governance Practices The Company recognises the importance of good corporate governance in enhancing the management of the Company as well as preserving the interests of the shareholders as a whole. The Board is of the view that the Company has met the code provisions set out in the Code on Corporate Governance Practices contained in Appendix 14 of the Listing Rules for the six months ended 30 June 2009, except for the following deviation: Natural Beauty Bio-Technology Limited Interim Report 2009

22 Corporate Governance CORPORATE GOVERNANCE (Continued) Code provision E.1.2 This code provision stipulates that the chairman of the board of a listed issuer should attend the issuer s annual general meeting. Dr. Tsai Yen Yu, the Chairperson of the Company, has been heavily committed to business operations of the Group in the Mainland China and Taiwan. Despite her utmost intention to be present at the Company s 2009 annual general meeting held on 5 June 2009, business circumstances made it impossible. However, although she was unable to attend, Dr. Tsai had arranged for Dr. Su Chien Cheng, an executive director of the Company who is well versed in all the business activities and operations of the Group, to attend on her behalf and to chair the meeting and to respond to shareholders questions. E.1.2 Dr. Su was unable to travel from Taiwan on that day due to personal health issue (not suitable to travel), so Mr. Chen Ching, an independent nonexecutive director, had chaired the AGM on behalf of the Board. Compliance with the Model Code The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers (the Model Code ) as set out in Appendix 10 to the Listing Rules. All Directors have confirmed, following specific enquiry by the Company, that they fully complied with the required standard as set out in the Model Code throughout the review period

23 Other Information PURCHASE, SALE OR REDEMPTION OF THE LISTED SECURITIES OF THE COMPANY During the six months ended 30 June 2009, the Company had not redeemed, and neither the Company nor any of its subsidiaries had purchased or sold any of the Company s listed securities. SHARE OPTION SCHEME The Company has adopted share option scheme on 11 March 2002 (the Scheme ). Details of the Scheme are set out in the published annual report of the Company for the year ended 31 December On 7 July 2009, there were 940,641 ordinary shares of the Company allotted and issued in connection with the exercise of vested portion of employee stock options granted in previous years. INTERIM DIVIDEND 940,641 The Board has declared the payment of an interim dividend of 3.5 HK cents per share (2008: interim dividend of 5.0 HK cents per share). The interim dividend will be distributed on or around 18 September 2009 to shareholders whose names appear on the register of members of the Company as at the close of business on 27 August CLOSURE OF REGISTER OF MEMBERS The register of members of the Company will be closed from 28 August 2009 to 31 August 2009, both dates inclusive, during which period no transfer of shares may be registered. In order to qualify for the interim dividend, all completed transfer forms together with the relevant share certificates must be lodged with the Company s Hong Kong branch share registrar, Hong Kong Registrars Limited at Shops , 17th Floor, Hopewell Centre, 183 Queen s Road East, Hong Kong not later than 4:30 p.m. on 27 August The interim dividend will be distributed on or around 18 September Natural Beauty Bio-Technology Limited Interim Report 2009

24 Other Information DIRECTORS SERVICE CONTRACTS The directors service contracts entered into between the Company and all executive directors were for a term of three years, commencing from 11 March 2008, in the case of Dr. Tsai, Yen Yu ( Dr. Tsai ), Mr. Lee Ming Ta ( Mr. Lee ) and Dr. Su Chien Cheng ( Dr. Su Chien Cheng ) and from 21 September 2007 in the case of Dr. Su Sh Hsyu ( Dr. Su Sh Hsyu ). The service contracts of the independent non-executive directors were also for a term of three years, commencing from 11 March 2008 in the case of Mr. Yeh Liang Fei ( Mr. Yeh ) and Mrs. Chen Shieh Shu Chen ( Mrs. Chen ) and from 21 September 2007 in the case of Mr. Chen Ching ( Mr. Chen ). These services contracts may be terminated by either party giving to the other not less than three calendar months notice in writing. The initial aggregate annual remuneration pursuant to such service contracts is HK$2,988,000 (as to HK$1,000,000 to Dr. Tsai, HK$700,000 to Mr. Lee, HK$600,000 to Dr. Su Sh Hsyu, HK$600,000 to Dr. Su Chien Cheng, HK$20,000 to Mr. Yeh, HK$20,000 to Mrs. Chen and HK$48,000 to Mr. Chen) subject to an annual increment at the discretion of the directors of not more than 10% of the annual remuneration immediately prior to such increase. 2,988,0001,000, ,000600, ,00020,000 20,00048,000 10% Each of Dr. Tsai, Mr. Lee, Dr. Su Chien Cheng and Dr. Su Sh Hsyu is also entitled to a management bonus. The aggregate amount of the bonuses payable to these executive directors will not exceed 15% of the audited consolidated profit attributable to equity holders of the Company in respect of that financial year of the Group. 15% Save as disclosed above, no director has any unexpired service contract which is not determinable by the Group within one year without payment of compensation, other than normal statutory obligations. 23

25 Other Information DIRECTORS INTERESTS IN SHARES As at 30 June 2009, the interests of the directors, the chief executive and their associates in the shares, underlying shares and debentures of the Company and its associated corporations, as recorded in the register maintained by the Company pursuant to Section 352 of the Securities and Futures Ordinance ( SFO ), or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies (the Model Code ) contained in the Listing Rules, were as follows: Long positions in shares and underlying shares of the Company Ordinary shares 352 Number of ordinary shares % of the issued share capital of Family Corporate the Company Name of directors interests interests Dr. Tsai 838,530, % (Note 1)1 Dr. Su Chien Cheng 236,580, % (Note 2)2 Dr. Su Sh Hsyu 236,580, % (Note 3)3 Mr. Lee 838,530, % (Note 1)1 Notes: (1) The two references to 838,530,000 shares relate to the same block of shares. Such block of shares are held by Efficient Market Investments Limited ( Efficient Market ) which is beneficially wholly-owned by Dr. Tsai through Knightcote Enterprises Limited ( Knightcote ). Mr. Lee, the spouse of Dr. Tsai, is deemed to be interested in 838,530,000 ordinary shares of the Company. (2) The reference to 236,580,000 shares is held by Adventa Group Limited ( Adventa ) which is beneficially wholly-owned by Dr. Su Chien Cheng through Beautivalue Holdings Limited ( Beautivalue ). Dr. Su Chien Cheng is the son of Dr. Tsai. (3) The reference to 236,580,000 shares is held by Fortune Bright Group Limited ( Fortune Bright ) which is beneficially wholly-owned by Dr. Su Sh Hsyu through Colour Shine Holdings Limited ( Colour Shine ). Dr. Su Sh Hsyu is the daughter of Dr. Tsai. Other than as disclosed above, none of the directors, the chief executive nor their associates had any interests or short position in any shares, underlying shares or debentures of the Company or any of its associated corporations as at 30 June (1) 838,530,000 Efficient Market Investments LimitedEfficient Market Efficient MarketKnightcote Enterprises LimitedKnightcote 838,530,000 (2) 236,580,000 Adventa Group LimitedAdventa Adventa Beautivalue Holdings Limited Beautivalue (3) 236,580,000Fortune Bright Group LimitedFortune Bright Fortune BrightColour Shine Holdings LimitedColour Shine 24 Natural Beauty Bio-Technology Limited Interim Report 2009

26 Other Information SUBSTANTIAL SHAREHOLDERS As at 30 June 2009, the register of substantial shareholders maintained by the Company pursuant to Section 336 of the SFO shows that, the following shareholders had notified the Company of relevant interests in the issued capital of the Company. 336 Long position in shares and underlying shares of the Company Ordinary shares of HK$0.10 each of the Company 0.10 Percentage of Number of the issued ordinary shares share capital of beneficially held the Company Name of shareholder Notes Capacity Efficient Market 1 Beneficial owner 838,530, % Knightcote 1 & 2 Beneficial owner and held by a controlled corporation 838,530, % Adventa 3 Beneficial owner 236,580, % Beautivalue 3 & 4 Beneficial owner and held by a controlled corporation 236,580, % Fortune Bright 5 Beneficial owner 236,580, % Colour Shine 5 & 6 Beneficial owner and held by a controlled corporation 236,580, % Dr. Tsai 2 Beneficial owner and held by a controlled corporation 838,530, % Dr. Su Chien Cheng 4 Beneficial owner and held by a controlled corporation 236,580, % Dr. Su Sh Hsyu 6 Beneficial owner and held by a controlled corporation 236,580, % Martin Currie Inc. 7 Beneficial owner 130,491, % Martin Currie Investment Management 7 Beneficial owner 94,805, % Limited Martin Currie Ltd. 7 & 8 Beneficial owner and held by a controlled corporation 225,296, % Martin Currie (Holdings) Ltd. 8 Beneficial owner and held by a controlled corporation 225,296, % Keywise Capital Management (HK) Limited Beneficial owner 181,210, % UBS AG Beneficial owner 119,762, % 25

27 Other Information SUBSTANTIAL SHAREHOLDERS (Continued) Long position in shares and underlying shares of the Company (Continued) Ordinary shares of HK$0.10 each of the Company (Continued) Notes: 1. Efficient Market is beneficially wholly-owned by Knightcote. 2. The controlled corporation, Knightcote, is beneficially wholly-owned by Dr. Tsai. These shares are attributable to Dr. Tsai in respect of her 100% interest in Knightcote. 3. Adventa is beneficially wholly-owned by Beautivalue. 4. The controlled corporation, Beautivalue, is beneficially wholly-owned by Dr. Su Chien Cheng. These shares are attributable to Dr. Su Chien Cheng in respect of his 100% interest in Beautivalue. 5. Fortune Bright is beneficially wholly-owned by Colour Shine. 6. The controlled corporation, Colour Shine, is beneficially wholly-owned by Dr. Su Sh Hsyu. These shares are attributable to Dr. Su Sh Hsyu in respect of her 100% interest in Colour Shine. 7. Martin Currie Inc. and Martin Currie Investment Management Limited are beneficially wholly-owned by Martin Currie Ltd. 8. Martin Currie Ltd. is beneficially wholly-owned by Martin Currie (Holdings) Ltd Efficient Market Knightcote 2. Knightcote Knightcote 100% 3. Adventa Beautivalue 4. Beautivalue Beautivalue 100% 5. Fortune Bright Colour Shine 6. Colour Shine Colour Shine 100% 7. Martin Currie Inc. Martin Currie Ltd. 8. Martin Currie Ltd. Save as the interests disclosed above, the Company has not been notified of any other relevant interests or short positions in the issued share capital of the Company as at 30 June Natural Beauty Bio-Technology Limited Interim Report 2009

28 Condensed Consolidated Statement of Comprehensive Income For the six months ended 30 June 2009 (With comparatives for the six months ended 30 June 2008) (Expressed in thousands of Hong Kong dollars (HK$ 000)) For the six months ended 30 June (unaudited) (unaudited) Notes Revenue 4 255, ,651 Cost of sales (46,672) (50,679) Gross profit 208, ,972 Other income 19,221 23,107 Distribution and selling expenses (56,966) (69,168) Administrative expenses (48,901) (38,535) Other expenses (3,133) (12,089) Profit before taxation 118, ,287 Income tax expense 5 (10,007) (18,509) Profit for the period 6 108, ,778 Other comprehensive income Exchange differences arising on translation of foreign operations 2,576 42,791 Total comprehensive income for the period 111, ,569 Profit for the period attributable to: Owners of the Company 108, ,655 Non-controlling interests (87) , ,778 Total comprehensive income attributable to: Owners of the Company 111, ,055 Non-controlling interests (82) , ,569 Dividends proposed 7 70, ,032 Earnings per share 8 Basic 5.45 HK cents 7.48 HK cents Diluted 5.45 HK cents 7.48 HK cents 27

29 Condensed Consolidated Statement of Financial Position At 30 June 2009 (with comparatives at 31 December 2008) (Expressed in thousands of Hong Kong dollars (HK$ 000)) At 30 June At 31 December (unaudited) (audited) Notes Non-current assets Investment properties 4,466 4,486 Property, plant and equipment 227, ,569 Prepaid lease payments 9,684 9,809 Goodwill 25,797 25,766 Available-for-sale investments 5,926 5,926 Deferred taxation assets 12,909 9, , ,712 Current assets Inventories 109, ,859 Trade and other receivables 9 101,548 92,744 Prepaid lease payments Pledged bank deposit Bank balances and cash 593, , , ,514 Current liabilities Trade and other payables 10 84, ,957 Dividend payable 67, Deferred income 10,385 10,374 Taxation payable 16,020 41, , ,560 Net current assets 627, ,954 Total assets less current liabilities 913, ,666 Non-current liability Retirement benefit obligations 11 12,436 12, , ,407 Capital and reserves Share capital , ,064 Reserves 694, ,896 Equity attributable to owners of the Company 894, ,960 Non-controlling interests 6,365 6,447 Total equity 900, , Natural Beauty Bio-Technology Limited Interim Report 2009

30 Condensed Consolidated Statement of Changes in Equity For the six months ended 30 June 2009 (Expressed in thousands of Hong Kong dollars (HK$ 000)) For the six months ended 30 June 2009 (Unaudited) Attributable to owners of the Company Noncontrolling interests Share Capital Share Statutory Exchange Share option Retained Capital Surplus Premium Reserve Reserve reserve profits Total Total THE GROUP At 1 January ,000 42,554 38, ,346 63, , ,960 6, ,407 Profit (loss) for the period 108, ,958 (87 ) 108,871 Exchange difference arising from translation of foreign operations 2,571 2, ,576 Total comprehensive income for the period 2, , ,529 (82 ) 111,447 Dividends declared * * (67,021 ) (67,021 ) (67,021 ) Recognition of share-based payments At 30 June ,000 42,554 38, ,346 66, , ,552 6, ,917 * Dividends declared represent the final dividend for 2008 and do not include the interim dividend for * 29

31 Condensed Consolidated Statement of Changes in Equity For the six months ended 30 June 2009 (Expressed in thousands of Hong Kong dollars (HK$ 000)) The comparative figures for 2008 are set out as follows: For the six months ended 30 June 2008 (Unaudited) Attributable to owner of the Company Noncontrolling interests Share Capital Share Statutory Exchange Share option Retained Capital Surplus Premium Reserve Reserve reserve profits Total Total THE GROUP At 1 January ,000 42, , ,722 63, , ,626 6, ,651 Profit for the period 149, , ,778 Exchange difference arising from translation of foreign operations 42,400 42, ,791 Total comprehensive income for the period 42, , , ,569 Dividends declared * * (200,000 ) (200,000 ) (200,000 ) Recognition of share-based payments At 30 June ,000 42, , , , , ,915 6, ,454 * Dividends declared represent the final dividend and final special dividend for 2007 and do not include the interim dividend for * 30 Natural Beauty Bio-Technology Limited Interim Report 2009

32 Condensed Consolidated Statement of Cash Flows For the six months ended 30 June 2009 (With comparatives for the six months ended 30 June 2008) (Expressed in thousands of Hong Kong dollars (HK$ 000)) For the six months ended 30 June (unaudited) (unaudited) Note Cash generated from operations 13 85, ,630 Overseas taxation paid (38,946) (10,598) Net cash from operating activities 46, ,032 Investing activities Purchase of property, plant and equipment (15,451) (7,549) Proceeds from disposal of property, plant and equipment 12, Purchase of held-for-trading investments (70,080) Interest received 1,473 3,384 Net cash used in investing activities (1,970 ) (74,185 ) Net increase in cash and cash equivalents 44,597 94,847 Cash and cash equivalents at 1 January 546, ,741 Effect of foreign exchange rate changes 2,656 26,821 Cash and cash equivalents at 30 June, represented by bank balances and cash 593, ,409 31

33 Notes to the Condensed Consolidated Financial Statements As of 30 June 2009 (With comparatives for the six months ended 30 June 2008 and as of 31 December 2008) (Expressed in thousands of Hong Kong dollars (HK$ 000) unless otherwise stated) 1. BASIS OF PREPARATION AND ACCOUNTING POLICIES The unaudited consolidated accounts have been prepared in accordance with the applicable disclosure requirements of Appendix 16 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ( Listing Rules ) and with Hong Kong Accounting Standard 34 Interim Financial Reporting issued by the Hong Kong Institute of Certified Public Accountants ( HKICPA ). The condensed consolidated financial statements have been prepared under the historical cost convention, as modified by the revaluation of investment properties which are carried at their fair values. The accounting policies adopted are consistent with those followed in the preparation of the Group s consolidated financial statements for the year ended 31 December 2008, except as described below. In the current period, the Group has applied, for the first time, the following new standard, amendment and interpretations ( new HKFRSs ) issued by the Hong Kong Institute of Certified Public Accountants ( HKICPA ), which are effective for the Group s financial year beginning 1 January HKFRSs (Amendments) Improvements to HKFRSs May 2008 HKFRSs (Amendments) Improvements to HKFRSs April 2009 HKAS 1 (Revised) HKAS 23 (Revised) HKAS 32 and 1 (Amendments) HKFRS 1 and HKAS 27 (Amendments) Presentation of Financial Statements Borrowing Costs Puttable Financial Instruments and Obligations Arising on Liquidation Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate HKFRS 2 (Amendment) Share-based Payment Vesting Conditions and Cancellations HKFRS 7 (Amendment) Financial Instruments: Disclosures Improving Disclosures about Financial Instruments HKFRS 8 Operating Segments HK(IFRIC)-Int 9 and HKAS 39 Embedded Derivatives (Amendments) HK(IFRIC)-Int 13 HK(IFRIC)-Int 15 HK(IFRIC)-Int 16 Customer Loyalty Programmes Agreements for the Construction of Real Estate Hedges of a Net Investment in a Foreign Operation Natural Beauty Bio-Technology Limited Interim Report 2009

34 Notes to the Condensed Consolidated Financial Statements As of 30 June BASIS OF PREPARATION AND ACCOUNTING POLICIES (Continued) The adoption of the new HKFRSs, except for HKAS 1 (Revised) as described below, had no material effect on the results and financial position for the current or prior accounting periods have been prepared and presented. Accordingly, no prior period adjustment has been recognised HKAS 1 (Revised) separates owner and non-owner changes in equity. The statement of changes in equity includes only details of transactions with owners, with non-owner changes in equity presented as a single line. In addition, the standard introduces the statement of comprehensive income: it presents all items of recognised income and expense, either in one single statement, or in two linked statements. The Group has elected to present one single statement. 1 The Group has not early applied the following new and revised standards, amendments and interpretations that have been issued but are not yet effective at 30 June HKFRSs (Amendments) Improvements to HKFRSs May HKFRSs (Amendments) Improvements to HKFRSs April HKAS 27 (Revised) Consolidated and Separate Financial Statements 3 HKAS 39 (Amendment) Eligible Hedged Items 3 HKFRS 1 (Revised) First-time Adoption of HKFRSs 3 HKFRS 3 (Revised) Business Combinations 3 HK(IFRIC) Int 9 & HKAS 39 Embedded Derivatives 4 (Amendments) HK(IFRIC) Int 17 Distributions of Non-cash Assets to Owners 3 HK(IFRIC) Int 18 Transfers of Assets from Customers

35 Notes to the Condensed Consolidated Financial Statements As of 30 June BASIS OF PREPARATION AND ACCOUNTING POLICIES (Continued) 1 Amendments to HKFRS 5, effective for annual periods beginning on or after 1 July Effective for annual periods beginning on or after 1 July 2009 and 1 January 2010, as appropriate. 3 Effective for annual periods beginning on or after 1 July Effective for annual periods ending on or after 30 June Effective for transfers of assets from customers received on or after 1 July The adoption of HKFRS 3 (Revised) may affect the accounting for business combination for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after 1 July HKAS 27 (Revised) will affect the accounting treatment for changes in a parent s ownership interest in a subsidiary The directors of the Company anticipate that the application of the other new and revised standards, amendments or interpretations will have no material impact on the results and financial position of the Group. 2. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS The Group makes estimates and assumptions as appropriate in the preparation of the accounts. These estimates are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances and will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant effect on the carrying amounts of assets and liabilities include the productive life of property, plant and equipment, impairment of goodwill, allowances for trade receivable and inventories and the determination of income tax Natural Beauty Bio-Technology Limited Interim Report 2009

36 Notes to the Condensed Consolidated Financial Statements As of 30 June SEGMENT INFORMATION (a) Geographical segment The Group s operations are located in the People s Republic of China (the PRC ), Taiwan, Hong Kong, Macau and Malaysia. 3. (a) An analysis of the Group s revenue and contribution to segment results and segmental assets and liabilities by geographic segments based on customers location, irrespective of the origin of the goods/services, is presented below: For the six months ended 30 June 2009 PRC Taiwan Others Total (unaudited) (unaudited) (unaudited) (unaudited) Revenue 191,042 59,706 4, ,329 Segment results 112,966 15,115 (5,093 ) 122,988 Unallocated corporate expenses (7,347) Unallocated income 3,237 Profit before taxation 118,878 Income tax expense (10,007) Profit for the period 108,871 35

37 Notes to the Condensed Consolidated Financial Statements As of 30 June SEGMENT INFORMATION (Continued) (a) Geographical segment (Continued) 3. (a) For the six months ended 30 June 2008 PRC Taiwan Others Total (unaudited) (unaudited) (unaudited) (unaudited) Revenue 235,452 75,847 4, ,651 Segment results 135,249 28,152 (5,855 ) 157,546 Unallocated corporate expenses (5,149) Unallocated income 15,890 Profit before taxation 168,287 Income tax expense (18,509) Profit for the period 149, Natural Beauty Bio-Technology Limited Interim Report 2009

38 Notes to the Condensed Consolidated Financial Statements As of 30 June SEGMENT INFORMATION (Continued) (b) Business segment The group comprises the following main business segments: 3. (b) sale of cosmetic products and provision of beauty services leasing of investment properties For the six months ended For the six months ended 30 June June 2008 Other Capital Other Capital Revenue income expenditure Revenue income expenditure (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) Cosmetics products and beauty services 255,329 15, ,651 7,549 Investment properties Others 19,155 23, ,329 19,221 15, ,651 23,107 7,549 Segment Assets At 30 June At 31 December (unaudited) (audited) Cosmetics products and beauty services 474, ,580 Investment property 4,466 4, , ,066 37

39 Notes to the Condensed Consolidated Financial Statements As of 30 June REVENUE Revenue represents the net invoiced value of goods sold or services rendered after allowances for returns and discounts, net of consumption tax. An analysis of revenue by major categories is as follows: 4. For the six months ended 30 June (unaudited) (unaudited) Sales of goods 248, ,795 Service income 6,566 7,590 Entrustment fee income , , INCOME TAX EXPENSE No Hong Kong profits tax has been provided, as the Group has no assessable profits in Hong Kong for the six months ended 30 June 2009 (2008: Nil). Taxation in overseas profits has been calculated on the estimated assessable profits for the period at the rates of taxation prevailing in the countries/places in which the Group operates. 5. For the six months ended 30 June (unaudited) (unaudited) Group: Overseas taxation 6,254 18,407 Deferred taxation 3, Taxation for the period 10,007 18, Natural Beauty Bio-Technology Limited Interim Report 2009

40 Notes to the Condensed Consolidated Financial Statements As of 30 June PROFIT FOR THE PERIOD Profit for the period in the condensed consolidated statement of comprehensive income was determined after crediting and charging the following items: 6. For the six months ended 30 June (unaudited) (unaudited) Crediting: Interest income on bank deposits 1,473 3,384 Gain on held-for-trading investments 12 1,842 Foreign exchange gain 1,740 12,506 Charging: Net (gain) loss on disposals of property, plant and equipment (3,114) 251 Staff costs, excluding directors emoluments Salaries and wages 46,537 43,706 Pension costs PRC 4,715 3,530 Taiwan 1,191 1,654 Hong Kong and other regions Directors emoluments (salaries and allowances)* * 403 2,123 Depreciation of property, plant and equipment 9,675 8,359 Allowance for (written back) obsolete inventories 1,112 (462) Provision for doubtful debts 1,101 5,245 Written off of uncollectible financial refunds receivable 4,431 Operating lease expense on land and buildings 14,175 8,418 Research and development costs 1, * Included in directors remuneration were fees of HK$44,000 (2008: HK$1,494,000), payable to directors during the report period. * 44,0001,494,000 39

41 Notes to the Condensed Consolidated Financial Statements As of 30 June DIVIDENDS The directors proposed an interim dividend of 3.5 HK cents per share (2008: interim dividend of 5.0 HK cents per share). This proposed dividend has not been recognised as a liability at the balance sheet date. 8. EARNINGS PER SHARE The calculation of the basic earnings per share is based on the Group s unaudited profit attributable to owners of the Company of approximately HK$108,958,000 for the six months ended 30 June 2009 (2008: HK$149,655,000) divided by weighted average number of approximately 2,000,639,430 ordinary shares (2008: 2,000,000,000) in issue during the period ,958, ,655,000 2,000,639,430 2,000,000,000 The calculation of the diluted earnings per share is based on the Group s unaudited profit attributable to owners of the Company of approximately HK$108,958,000 for the six months ended 30 June 2009 (2008: HK$149,655,000) divided by weighted average number of approximately 2,000,639,430 ordinary shares for the purposes of diluted earnings per share (2008: 2,000,136,325 ordinary shares). 9. TRADE AND OTHER RECEIVABLES 108,958, ,655,000 2,000,639,430 2,000,136, At 30 June At 31 December (unaudited) (audited) Trade receivables 72,970 68,265 Less: allowance for doubtful debts (4,071) (2,963) 68,899 65,302 Prepayments and deposits 13,132 16,713 Other receivables 19,517 10,729 Total trade and other receivables 101,548 92, Natural Beauty Bio-Technology Limited Interim Report 2009

42 Notes to the Condensed Consolidated Financial Statements As of 30 June TRADE AND OTHER RECEIVABLES (Continued) The Group allows a credit period ranging from one to six months to its trade customers. The following is an aged analysis of trade receivables at the reporting date: 9. At 30 June At 31 December (unaudited) (audited) Within 180 days ,498 57, days to 365 days ,069 3,828 1 to 2 years 1 2 3,332 3,246 Over 2 years ,899 65,302 The fair value of the Group s trade and other receivables at 30 June 2009 was approximate to the corresponding carrying amount. 10. TRADE AND OTHER PAYABLES 10. At 30 June At 31 December (unaudited) (audited) Trade payables 16,149 14,035 Deposits from customers 26,313 25,730 Other tax payables 7,513 9,998 Other payables 34,388 56,194 Total trade and other payables 84, ,957 41

43 Notes to the Condensed Consolidated Financial Statements As of 30 June TRADE AND OTHER PAYABLES (Continued) The following is an aged analysis of trade payables at the reporting date: 10. At 30 June At 31 December (unaudited) (audited) Within 180 days ,127 13, days to 365 days to 2 years Over 2 years ,149 14,035 The fair value of the Group s trade and other payables at 30 June 2009 was approximate to the corresponding amount. 11. RETIREMENT BENEFIT OBLIGATIONS 11. At 30 June At 31 December (unaudited) (audited) Obligations on: defined contribution plans defined benefits plans 12,436 12,259 12,436 12, Natural Beauty Bio-Technology Limited Interim Report 2009

44 Notes to the Condensed Consolidated Financial Statements As of 30 June RETIREMENT BENEFIT OBLIGATIONS (Continued) Movement in the liability recognised for the period: 11. For the For the six months year ended ended 30 June 31 December (unaudited) (audited) Accrued retirement benefit obligations, beginning 12,259 11,899 Total expense (Note) 1, Contributions paid (965) (293) Currency realignments (56) (213) Accrued retirement benefit obligations, ending 12,436 12,259 Note: Actuarial valuation of the pension plan is performed by a qualified actuary annually. Last actuarial valuation was made as at 31 December The amount charged for the period was based on the projected pension cost per last actuarial report for the forecoming year on a straight line basis. 43

45 Notes to the Condensed Consolidated Financial Statements As of 30 June SHARE CAPITAL 12. Number of shares Share Capital At At At At 30 June 31 December 30 June 31 December (unaudited) (audited) Ordinary shares of HK$0.1 each 0.1 Authorised: At beginning of period/year and end of period/year 4,000,000 4,000, , ,000 Issued and fully paid: At beginning of period/year 2,000,640 2,000, , ,000 Shares issued upon exercise of share options At end of period/year 2,000,640 2,000, , , Natural Beauty Bio-Technology Limited Interim Report 2009

46 Notes to the Condensed Consolidated Financial Statements As of 30 June NOTES TO THE CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Reconciliation of operating profit before working capital changes to net cash generated from operations. 13. For the six months ended 30 June (unaudited) (unaudited) Operating profit before working capital changes 128, ,861 Increase in inventories (9,565) (10,713) (Increase)/decrease in trade and other receivables (12,421) 9,710 Decrease in trade, other payables, and deferred income (21,596) (3,469) Increase in retirement benefit obligations 177 1,241 Cash generated from operations 85, ,630 45

47 Notes to the Condensed Consolidated Financial Statements As of 30 June CONNECTED AND RELATED PARTY TRANSACTIONS During the period, the Group had significant transactions with related parties, some of which are also deemed to be connected parties pursuant to the Listing Rules. The significant transactions with these parties during the period are as follows: 14. For the six months ended 30 June (unaudited) (unaudited) Rental income Rental expenses 5, Purchase of finished goods from related companies 7,644 The rental transactions were carried out in accordance with terms determined and agreed by both parties. The purchase transactions were carried out at cost plus a percentage profit mark-up. 46 Natural Beauty Bio-Technology Limited Interim Report 2009

48 Notes to the Condensed Consolidated Financial Statements As of 30 June OPERATING LEASES The Group as lessee At the reporting date, the Group had commitments for future minimum lease payments under non-cancellable operating leases which fall due as follows: 15. At 30 June At 31 December (unaudited) (audited) Within one year 24,352 18,705 In the second to fifth years inclusive 21,404 24,612 Over five years 7,974 8,478 53,730 51,795 Operating lease payments represent rentals payable by the Group for certain of its leased properties. Leases are negotiated and rentals are fixed for an average term of five years. In addition, the Group s PRC subsidiaries have commitments to make rental payments at a percentage of turnover for certain leased properties. The Group as lessor At the reporting date, the Group had contracted with tenants for the following future minimum lease payments: At 30 June At 31 December (unaudited) (audited) Within one year In the second year to fifth year inclusive ,246 47

49 Notes to the Condensed Consolidated Financial Statements As of 30 June CAPITAL COMMITMENTS 16. At 30 June At 31 December (unaudited) (audited) Capital expenditure in respect of acquisition of property, plant and equipment contracted for but not provided in the financial statements SUBSEQUENT EVENTS There was no significant subsequent events occured after 30 June 2009 and up to the date of this report Natural Beauty Bio-Technology Limited Interim Report 2009

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