-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CiHyfjcAw1jL8LhwLeB4lgbIXsXwwdQobLgRkz1H04/8BPUAQ0J6IQZYKbPNoT5N qWl1NbQvStkg1A+MTgxdRg== 0001026700-01-500241.txt : 20020412 0001026700-01-500241.hdr.sgml : 20020412 ACCESSION NUMBER: 0001026700-01-500241 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20011207 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20011207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAM SW INC CENTRAL INDEX KEY: 0001030860 STANDARD INDUSTRIAL CLASSIFICATION: JEWELRY, PRECIOUS METAL [3911] IRS NUMBER: 621563911 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22049 FILM NUMBER: 1808313 BUSINESS ADDRESS: STREET 1: UNIT 25 32 2ND FLOOR BLOCK B FOCAL IND C STREET 2: MAN LOK STREET CITY: HUNGHOM, HONG KONG STATE: K3 ZIP: 12345 BUSINESS PHONE: 0118522766 MAIL ADDRESS: STREET 1: UNIT 25 32 2ND FLOOR BLOCK B FOCAL IND C STREET 2: MAN LOK STREET CITY: KOWLOON, HONG KONG STATE: K3 8-K 1 subfm8k_12701.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported): December 7, 2001 S.W. LAM, INC. ----------------------------------------------------- (Exact name of Registrant as specified in its charter) 0-22049 ------------------------ (Commission file number) Nevada 62-1563911 - ---------------------------- -------------------------------------- (State or other jurisdiction (I.R.S. Employer Identification Number) of incorporation) Unit 25-32, 2nd Floor, Block B, Focal Industrial Centre 21 Man Lok Street, Hunghom, Hong Kong --------------------------------------------------------- (Address of principal executive offices) (Zip code) (852) 2766 3688 ---------------------------------------------------- (Registrant's telephone number, including area code) ------------------------------------------ (Former name or former address, if changed since last report) Item 7. Financial Statements and Exhibits (c) Exhibits Exhibit No. Description ------------- ------------- 99.1 Press release, dated December 7, 2001, of S.W. Lam, Inc. 99.2 Press release, dated December 6, 2001, of Hang Fung Gold Technology Limited Item 9. Regulation FD Disclosure On December 7, 2001, S.W. Lam, Inc. ("S.W.Lam") issued a press release disclosing its operating results for the three and six month periods ended September 30, 2001. Included with that press release was a press release disclosing the operating results of Hang Fung Gold Technology Limited ("Hang Fung Gold") which was issued in Hong Kong and in the United States on December 7, 2001. Hang Fung Gold is an affiliate of S.W. Lam through which the principal operations of S.W. Lam are conducted. The referenced press releases are furnished herewith pursuant to Regulation FD. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. S.W. LAM, INC. December 7, 2001 By: /s/ Lam Sai Wing ----------------------------------- Lam Sai Wing President and Chief Executive Officer EX-99.1 CHARTER 3 ex991.txt S.W. LAM, INC. REPORTS RESULTS FOR THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2001 HONG KONG, December 7, 2001, S.W. Lam, Inc. (the "Company") (OTCBB: CHRM) today reported unaudited consolidated financial results for the three and six months ended September 30, 2001. The Company reported net income of $321,000 for the three months, and $871,000 for the six months, ended September 30, 2001 as compared to a loss of $8.7 million for the three months, and $7.5 million for the six months, ended September 30, 2000. The results reflect the reclassification of Hang Fung Gold Technology Limited ("Hang Fung Gold"), the Company's principal operating subsidiary, as an affiliate as of August 23, 2001 as a result of an acquisition and issuance of shares by Hang Fung Gold which reduced the Company's ownership interest to less than 50%. As a result of the reclassification of Hang Fung Gold, the Company reports its proportionate interest in the operating results of Hang Fung Gold as a single line entry. Included with this release is a copy of a press release issued by Hang Fung Gold in Hong Kong setting out its operating results for the three and six months ended September 30, 2001. S.W. Lam, Inc., through its affiliate, Hang Fung Gold, is a Hong Kong-based designer, manufacturer and marketer of a broad range of gold products, other precious metal products and jewelry products. The foregoing discussion, including the discussions included in the accompanying press release of Hang Fung Gold, contains forward looking statements which are based on current expectations. Actual results, including the future propects discussion of Hang Fung Gold and the sufficiency of the financial resources as discussed in the financial position of Hang Fung Gold, may differ materially due to risks and uncertainties beyond the Company's control. S.W. LAM, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (US$,000, except per share data) (Unaudited) Three Months Ended Six Months Ended September 30, September 30, 2000 2001 2000 2001 -------- -------- -------- --------- Total revenues $ 16,291 $ 0 $ 43,502 $ 0 Cost of sales and services (13,246) 0 (35,175) 0 -------- -------- -------- -------- Gross profit 3,045 0 8,327 0 Selling, general and administrative expenses (1,374) (31) (3,728) (31) Interest expenses, net (143) 0 (508) 0 Loss on dilution of equity interests in subsidiaries (9,611) 0 (9,611) 0 Share of profit of affiliates 149 360 149 999 -------- --------- ---------- ------- Income (loss) before income taxes and minority interests (7,934) 329 (5,371) 968 Provision for income taxes (135) (8) (340) (97) -------- --------- --------- -------- Income (loss) before minority interests (8,069) 321 (5,711) 871 Minority interests (680) 0 (1,785) 0 -------- -------- -------- --------- Net income (loss) $(8,749) $ 321 $(7,496) $ 871 ======= ======= ======== ====== Basic income (loss) per share $(0.68) $ 0.03 $(0.59) $ 0.07 ====== ======= ======= ======= Weighted average shares outstanding 12,800,000 12,865,000 12,800,000 12,865,000 ========== ========== ========== ==========
Contact: Issac Choi -- S.W. Lam, Inc. 011 852 2362 3034 EX-99.2 BYLAWS 4 ex992.txt HANG FUNG GOLD TECHNOLOGY LIMITED (Incorporated in Bermuda with limited liability) INTERIM RESULTS ANNOUNCEMENT FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2001 RESULTS The board of directors of Hang Fung Gold Technology Limited (the "Company") is pleased to announce the unaudited consolidated results of the Company and its subsidiaries (the "Group") for the three months and six months ended 30 September 2001 are as follows: CONSOLIDATED INCOME STATEMENTS Six months ended Three months ended 30 September 30 September Note 2001 2000 2001 2000 HK$'000 HK$'000 HK$'000 HK$'000 --------- --------- --------- --------- (Unaudited) (Unaudited) Turnover 2 618,153 430,677 290,536 218,689 Cost of sales (526,990) (347,037) (247,398) (162,191) --------- ----------- ----------- ---------- Gross profit 91,163 83,640 43,138 56,498 Selling and distribution expenses (11,649) (7,567) (6,264) (4,237) General and administrative expenses (36,427) (31,904) (16,829) (30,903) ---------- ----------- ----------- ----------- Profit from operations 3 43,087 44,169 20,045 21,358 Interest income 4,625 3,943 2,361 2,070 Interest expense (17,276) (11,543) (10,751) (6,823) Share of loss of associates and provision for doubtful receivables from an associate (5,631) (739) (2,745) (739) --------- ----------- ----------- ----------- Profits before taxation 24,805 35,830 8,910 15,866 Taxation 4 (2,400) (3,000) (200) (1,403) --------- ----------- ----------- ----------- Profit attributable to shareholders 22,405 32,830 8,710 14,463 ========= =========== =========== =========== Dividend - interim - - - - ========= =========== =========== =========== Earnings per share 5 - Basic 0.420 cents 0.912 cents ============ ============ - Diluted 0.417 cents 0.895 cents ============ ============
Notes: 1. Basis of preparation The interim financial report for the period ended 30 September 2001 is unaudited and has been prepared in accordance with the requirements of the Main Board Listing Rules of The Stock Exchange of Hong Kong Limited, including compliance with Statement of Standard Accounting Practice 25 "Interim Financial Reporting" issued by the Hong Kong Society of Accountants. The principal accounting policies and methods of computation used in the preparation of the interim financial report are consistent with those in annual accounts for the year ended 31 March 2001. 2. Segment information Contribution to Turnover profit from operations Six months ended Six months ended 30 September 30 September 2001 2001 HK$'000 HK$'000 By major product category Gold products 458,289 17,246 Other precious metal products 50,510 8,531 Jewellery products 107,180 16,638 Others 1,762 274 Rental income 412 398 ----------- ---------- 618,153 43,087 =========== ========== By geographical location* Mainland China and Hong Kong 403,550 South East Asia 98,875 Europe 39,067 The United States of America 46,392 Others 30,269 ----------- 618,153 * Turnover by geographical location is determined on the basis of the destination of delivery of products. 3. Profit from operations Profit from operations is arrived at after charging: Six months ended 30 September 2001 2000 HK$'000 HK$'000 Depreciation of fixed assets 47,434 35,335 ======= ======== 4. Taxation Taxation in the consolidated income statements represents: Six months ended 30 September 2001 2000 HK$'000 HK$'000 Hong Kong taxation 2,400 3,000 ======= ======= Hong Kong profits tax was provided at the rate of 16% (2000: 16%) on the estimated assessable profit arising in or derived from Hong Kong. Certain of the Group's operations are conducted outside Hong Kong. Accordingly, the Group is entitled to a 50:50 offshore claim in reporting its Hong Kong profits tax. There was no significant unprovided deferred taxation as at 30th September 2001. 5. Earnings per share (a) Basic earnings per share The calculation of basic earnings per share is based on the profit attributable to shareholders of HK$22,405,000 (2000: HK$32,830,000) and 5,332,000,000 shares (2000: 3,599,989,071 shares) in issue during the period. (b) Diluted earnings per share The calculation of basic earnings per share is based on the profit attributable to shareholders of HK$22,405,000 (2000: HK$32,830,000) and the weighted average number of 5,369,392,687 shares (2000: 3,666,352,056 shares) in issue during the period after adjusting for the effects of all dilutive potential ordinary shares. 6. Comparative figures Certain comparative figures have been reclassified to conform to the current period presentation. INTERIM DIVIDEND The Directors do no recommend any interim dividend in respect of the six months ended 30 September, 2001 (2000: Nil). MANAGEMENT DISCUSSION AND ANALYSIS Business Review Results For the six months ended 30 September 2001, turnover for the Group increased by 43.5% to HK$618.2 million (2000: HK$430.7 million). Profit from operations amounted to HK$43.1 million (2000: HK$44.2) while profit attributable to shareholders was HK$22.4 million (2000: HK$32.8 million). Basic earnings per share was HK0.420 cents (2000: HK0.912 cents). Operations Review Despite the substantial increase in turnover for the period under review the profit from operations fell by 2.4% compared to same period last year. The decrease was mainly due to (1) change of product mix of increase in proportion of sales of gold products of relatively lower gross profit margin; (2) increase in selling and administrative expenses; (3) adoption of more competitive pricing strategy to cope with increasing competition and to increase market share. Compared to same period last year, the gross profit margin decreased from 19.4% to 14.7%, while the selling and administrative expenses increased by 21.8% from HK$39.5 million to HK$48.1 million. The increase in selling and administrative expenses was mainly due to increase in size of operation and business in general, expansion of distribution network and the establishment of the "3D-Gold Tourism Exhibition Hall". Compared to corresponding period last year, the profit attributable to shareholders decreased by HK$10.4 million to HK$22.4 million. This was mainly due to respective increase in (1) the share of losses of associates and provision for doubtful receivables from an associate by HK$4.9 million; and (2) interest expenses by HK$5.7 million for the period. Increase in inventories and fixed assets for expanding distribution network and the "3-D Gold Tourism Exhibition Hall" for the period under review caused a corresponding increase of bank borrowing and interest expenses when compared to same period last year. Markets Mainland China and Hong Kong remains as the Group's largest market. For the period under review, the Mainland China and Hong Kong market accounted for 65% of the Group's total turnover and generated HK$403.6 million in sales. Compared with same period last year, sales in Mainland China and Hong Kong market grew by 61.8% for the period under review. The upsurge in total sales of Mainland China and Hong Kong was mainly due to: (1) enhanced popularity of the Group's products and more extensive market recognition of the Group's brands in Mainland China and Hong Kong; (2) expansion of distribution network for retail business by - (a) increasing the number of "3-D Gold" and "La Milky Way" chain stores in Mainland China; (b) establishment of sales operations in large department stores and shopping malls in Hong Kong for selling products under the registered brand name "3-D Gold" and "La Milky Way"; (3) substantial increase of tourists visiting the Group's "3-D Gold Tourism Exhibition Hall" opened in Hong Kong since January 2001; and (4) the growing demand for luxurious brand name gold and jewellery products in Mainland China, which was resulted from the country's steady economic growth. For the six months ended 30 September 2001, sales contribution from Southeast Asia and other markets (including the United States of America and Europe) accounted for 16% and 19% of the Group's total turnover respectively. Sales to Southeast Asia increased by 66% while sales to other markets (including the United States of American and Europe) decreased by 5% compared to same period last year. Products Contribution to sales Percentage change Six months ended 30 September for 2001/2002 over 2001 2000 2000/2001 ------ ------ ----------- HK$ million % HK$ million % % Gold products 458 74 % 228 53 % +101 % Other precious metal products 51 8 % 101 23 % -50 % Jewellery products 107 17 % 101 23 % +6 % Others 2 1 % 1 1 % - % Total 618 100 % 431 100 % +43 % During the period under review, gold products, which remained as the Group's core product, accounted for 74% of the Group's total turnover. Sales of gold products substantial increase over the same period last year due to the tremendous demand of Mainland China resulting from its strong economic situation and rising living standards. Awards and technological achievements The Group devotes considerable efforts in developing advanced production technology, and is renowned for its innovative product designs. The Group's technological achievements and products designs receive much acclaim from industry players and have won numerous awards and prizes in both international and local competitions in the past years. In the current financial period, the "Gold and Jewellery Environmental Friendly Washroom" in the Group's 3-D Gold Tourism Exhibition Hall has been admitted by Guinness World Records as "Keeper of the Guinness World Records - The Most Expensive Bathroom" and "Keeper of the Guinness World Records - the Most Expensive Toilet". The year 2001 is the second year the Group being awarded the HKPC Certificate of Merit in Productivity by Hong Kong Productivity Council. In addition to the above achievements, the Group won the following awards: o HKMA/TVB Award for Marketing Excellence 2001 Citation for Innovation o 2001 Grand Competition of Taiwan & Hong Kong Jade Jewelry Design HKJJA Chairman's Award Fine Design Award (5 Awards) and Honorary Mention o The 4th Buyer's Favorite Diamond Jewelry Design Competition 2001 Necklace - Gold prize, Bracelet - Award of Merit, Ring - Award of Merit Future Prospects To cope with the development goal formulated for the year 2001/2002, the Group will continue to promote its brands, expand its retail business in Mainland China and Hong Kong and explore potential market aggressively. With extensive experience of producing corporate giftware in cooperation with various major institutions in the past, and the unparallel business opportunities as generated from Beijing being become the hosting city of 2008 Olympics and the entry of People Republic of China into the World Trade Organization, the Group is optimistic for further promotion of its brands and business. To enhance its brands will enable the Group to improve its markets competitiveness, enlarge its revenue base and safeguard growth of its business and profit in the future. As the "3D-Gold Tourism Exhibition Hall" has evolved to become a new tourist spot in Hong Kong, and as the Hong Kong Special Administrative Region government continues to promote tourism in Hong Kong and increase the quota imposed to the Mainland China visitors, the Group is confident that its local retail business will continue to grow. Moreover, the Group will capture the market rhythm and adopt flexible market strategy and prudent investment policy, so as to establish "3D-Gold" and "La Milky Way" chain stores in the Mainland China and Hong Kong and expand the distribution network. The Group expects such move will further increase the revenue source of the retail business in both Mainland China and Hong Kong. In order to ensure the uniqueness in design and the excellent quality of its product, the Group will continue to invest in technological research and development, and develop new production technology and more cost efficient production model. Financial position As at 30 September 2001, the Group maintained a current ratio of 1.41 (31 March 2001: 1:42) while its total debt to equity ratio was 1.06 (31 March 2001: 1.05). The latter was calculated by dividing the total liabilities of HK$558.1 million (31 March 2001: HK$530 million) by the total shareholders' equity of HK$529 million (31 March 2001: HK$506.6 million). The Group's bank borrowing as at 30 September 2001 amounted to HK$419.1 million (31 March 2001: HK$391.1 million), while undrawn banking facilities amounted to HK$46.4 million (31 March 2001: HK$38.1 million). With its internally generated cash flows, unutilized banking facilities and other financial resources, the Group has confidence in meeting the funding needs of its business activities and development projects. PURCHASE, SALE OR REDEMPTION OF THE COMPANY'S LISTED SECURITIES Neither the Company nor any of its subsidiaries purchased, sold or redeemed any of the Company's listed securities during the six months ended 30 September 2001. AUDIT COMMITTEE The Audit Committee has reviewed with management the accounting principles and practices adopted by the Group and discussed auditing, internal control and financial reporting matters including the review of the Group's unaudited interim results for the six months ended 30 September 2001. CODE OF BEST PRACTICE In the opinion of the Directors, the Company has complied with the Code of Best Practice as set out in Appendix 14 to the Rules of Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited throughout the six months ended 30 September 2001, except that the independent non-executive directors of the Company are not appointed for specific terms but are subject to retirement by rotation and re-election at annual general meeting in accordance with the Company's By-Laws. PUBLICATION OF INTERIM RESULT ON THE STOCK EXCHANGE'S WEBSITE A detailed interim results announcement containing all the information required by paragraphs 46(1) to 46(6) of Appendix 16 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited will be published on the website of The Stock Exchange of Hong Kong Limited in due course. By Order of the Board Lam Sai Wing Chairman Hong Kong, 6 December 2001 -----END PRIVACY-ENHANCED MESSAGE-----