Jiangsu NandaSoft Co Ltd - 500 Beiträge pro Seite

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http://www.njusoft.com



The rapid proliferation of web access and acceleration in Internet communication has created an enormous market for network security and Internet application products.
As a leading driving force behind the information technology development in China`s wealthy eastern economic hub, Jiangsu Nandasoft Company Limited ("Nandasoft" or the "Company") is committed to offering a total solution for protection of digital assets, and a safe passage for online data transmission.
Founded by the Nanjing University and Jiangsu Provincial IT Industrial Investment Company Limited in 1998, Nandasoft is the business flagship of Nanjing University, and is designated for commercialization of computer and Internet softwares developed by the university and the establishment of a major software development base in Jiangsu province, the People`s Republic of China (the "PRC").
Leveraging on a management team with profounded domestic market insight, Nandasoft focuses on developing software and solutions that answer to the specific requirement for network security and applied Internet solutions of various PRC government bodies and corporations in different industries.
With the technological support of Nanjing University and a team of acclaimed researchers and engineers, Nandasoft is one of the first commercial entities in the PRC to launch a total network security solution, through the provision of integrated network intrusion prevention, and data access authentication and protection softwares.The Company also develops and provides other web-based office automation and educational solutions for both the private and public sectors.
Given the reliability of its products and with the support from the Jiangsu provincial government, Nandasoft now supplies its network security and Internet application products to a range of public sector authorities, financial institutions and a clientele of renowned business corporations throughout Eastern China. Nandasoft is the first PRC enterprise obtained from the National Security Jiangsu bureau a certificate recommending the Company`s products to government sector users.

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Reuters
Microsoft, NandaSoft to open Nanjing training ctr
Sunday November 3, 10:03 pm ET


HONG KONG, Nov 4 (Reuters) - Software giant Microsoft Corp (NasdaqNM:MSFT - News) said it plans to open a software training centre in China`s Jiangsu province, its third such centre in the country.The world`s biggest software maker said at the weekend it has agreed to set up the centre with Jiangsu NandaSoft Co Ltd (HKSE:8045.HK - News), a maker of network security software, in the city of Nanjing.

The centre will assist software developers throughout Jiangsu, one of China`s wealthiest provinces whose major cities include Nanjing, Suzhou and Wuxi. Microsoft and Nandasoft engineers will also work with each other at the facility.

A Microsoft spokeswoman said financial and other terms of the deal are still be worked out.

Microsoft already has similar training facilities in Beijing and Shanghai.

In June 2002, Microsoft signed a memorandum of understanding with China`s State Development and Planning Commission agreeing to invest US$750 million in China over the next three years. The three centres are included in that investment.

China, which is a power in technology hardware, is keen to develop its relatively small software sector, whose development has been stifled in part by lax enforcement of intellectual property rights.

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http://www.hkgem.com/listedco/listconews/gem/20021025/GLN200…

1
JIANGSU NANDASOFT COMPANY LIMITED *

(a joint stock limited company incorporated in the People’s Republic of China)
THIRD QUARTER RESULTS ANNOUNCEMENT
(For the nine months ended 30th September, 2002)
Characteristics of The Growth Enterprise Market (“GEM” of The Stock Exchange of Hong Kong
Limited (The “Stock Exchange”
GEM has been established as a market designed to accommodate companies to which a high
investment risk may be attached. In particular, companies may list on GEM with neither a track
record of profitability nor any obligation to forecast future profitability. Furthermore, there may be
risks arising out of the emerging nature of companies listed on GEM and the business sectors or
countries in which the companies operate. Prospective investors should be aware of the potential
risks of investing in such companies and should make the decision to invest only after due and
careful consideration. The greater risk profile and other characteristics of GEM mean that it is a
market more suited to professional and other sophisticated investors.
Given the emerging nature of companies listed on GEM, there is a risk that securities traded on
GEM may be more susceptible to high market volatility than securities traded on the Main Board
and no assurance is given that there will be a liquid market in the securities traded on GEM.
The principal means of information dissemination on GEM is publication on the Internet website
operated by the Exchange. Listed companies are not generally required to issue paid announcements
in gazetted newspapers. Accordingly, prospective investors should note that they need to have access
to the GEM website in order to obtain up-to-date information on GEM-listed issuers.
The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement,
makes no representation as to its accuracy or completeness and expressly disclaims any liability
whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents
of this announcement.
This announcement, for which the directors of Jiangsu NandaSoft Company Limited collectively and
individually accept full responsibility, includes particulars given in compliance with the Rules Governing
the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited
for the purpose of giving information with regard to Jiangsu NandaSoft Company Limited. The directors,
having made all reasonable enquiries, confirm that, to the best of their knowledge and belief:– (1) the
information contained in this announcement is accurate and complete in all material respects and not
misleading; (2) there are no other matters the omission of which would make any statement in this
announcement misleading; and (3) all opinions expressed in this announcement have been arrived at after
due and careful consideration and are founded on bases and assumptions that are fair and reasonable.
* For identification purpose only
2
JIANGSU NANDASOFT COMPANY LIMITED *

(a joint stock limited company incorporated in the People’s Republic of China)
HIGHLIGHTS
• Accomplished a turnover of approximately RMB207,152,000 for the nine months ended 30th
September, 2002, representing an approximately 90% increase as compared with that of the
corresponding period in 2001
• Achieved a net prof it of approximately RMB10,465,000 for the nine months ended 30th
September, 2002
• The Directors do not recommend the payment of an interim dividend for the nine months ended
30th September, 2002
THIRD QUARTER RESULTS
The board of Directors (“Board” of Jiangsu NandaSoft Company Limited (the “Company” is pleased to
announce the unaudited consolidated results of the Company and its subsidiaries (the “Group” for the
three and nine months ended 30th September, 2002.
For the three months ended 30th September, 2001, the unaudited turnover is approximately RMB107,867,000,
representing a growth of approximately RMB57,097,000, or approximately 1 time in turnover as compared
with that of the same period in 2001. For the nine months ended 30th September, 2002, the unaudited
turnover is approximately RMB207,152,000, representing a growth of approximately RMB98,168,000, or
approximately 90% in turnover as compared with that of the same period in 2001.
The unaudited net profit of the Group for three months and nine months ended 30th September, 2002 is
approximately RMB4,114,000 and RMB10,465,000 respectively, representing a growth in the results of
approximately 2% and 3% respectively as compared with the corresponding figures in 2001.
3
The unaudited results of the Group for the three months and nine months ended 30th September, 2002
together with the unaudited comparative figures for the corresponding period in 2001 are as follows:
For the three months For the nine months
ended 30th September, ended 30th September,
2002 2001 2002 2001
Notes RMB RMB RMB RMB
Turnover 2 107,866,604 50,769,930 207,151,595 108,983,743
Cost of sales 93,018,985 42,407,275 169,983,853 90,018,424
Gross profit 14,847,619 8,362,655 37,167,742 18,965,319
Other revenue 389,776 572,405 2,306,943 3,973,934
Distribution costs (5,450,062) (2,557,034) (13,097,584) (6,699,654)
Research and development costs (1,641,655) (612,752) (3,237,340) (1,130,983)
Administrative expenses (2,633,494) (1,537,457) (10,256,652) (4,133,460)
Profit from operations 5,512,184 4,227,817 12,883,109 10,975,156
Finance costs (156,000) (45,215) (183,837) (51,291)
Profit before taxation 5,356,184 4,182,602 12,699,272 10,923,865
Taxation 3 (777,959) (312,165) (1,450,793) (745,017)
Net profit before minority interests 4,578,225 3,870,437 11,248,479 10,178,848
Minority interests (463,885) 143,356 (783,775) 21,804
Net profit attributable to shareholders 4,114,340 4,013,793 10,464,704 10,200,652
Earnings per share – basic 4 0.0044 0.0043 0.0112 0.0122
Notes:
1. BASIS OF PRESENTATION
The Company was incorporated as a joint stock company with limited liability in the People’s
Republic of China (the “PRC” on 30th December, 1999 and its H shares were listed on the GEM (the
“Listing” on 24th April, 2001, details of which are set out in the prospectus of the Company dated
19th April, 2001 (the “Prospectus”, issued in respect of the Company’s H shares listed on GEM.
The above results were prepared on the basis that the existing Company’s structure had been in place
throughout the period from 1st January, 2001 to 30th September, 2002.
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The financial statements of the Group have been prepared in accordance with Statements of Standard
Accounting Practice issued by the Hong Kong Society of Accountants, accounting principles
generally accepted in Hong Kong and the Rules Governing the Listing of Securities on GEM.
2. TURNOVER
Turnover, which is stated net of value added tax and other sales tax and returns, represents amounts
invoiced to customers, except in respect of provision of IT consulting services where turnover
represents the value of work done during the period, including amounts not yet invoiced.
For the three months For the nine months
ended 30th September, ended 30th September,
2002 2001 2002 2001
RMB RMB RMB RMB
Sales of computer software products 2,293,193 3,262,468 7,725,822 4,757,398
System integration 105,573,411 47,507,462 199,425,773 104,226,345
107,866,604 50,769,930 207,151,595 108,983,743
3. TAXATION
For the three months For the nine months
ended 30th September, ended 30th September,
2002 2001 2002 2001
RMB RMB RMB RMB
The charge comprises:
PRC income tax 777,959 312,165 1,450,793 745,017
Pursuant to an approval documents issued by the Science and Technology Committee of Nanjing
Municipality, the Company has been designated as a new and high technology entity and is exempted
from income tax for the year ended 31st December, 2000 and a reduced income tax rate of 16.5%
starting from the year 2001.
The subsidiaries of the Company are subject to income tax rate of 33%.
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4. EARNINGS PER SHARE
The calculation of the basic earnings per share for the three months and nine months ended 30th
September, 2002 was based on the net profit of approximately RMB4,114,000 and approximately
RMB10,465,000 (three months and nine months ended 30th September, 2001: net profit of
approximately RMB4,014,000 and RMB10,201,000) respectively divided by the weighted average
number of shares issued during the three months period of 934,000,000 shares (2001: 934,000,000
shares) and nine months period of 934,000,000 shares (2001: 835,200,000 shares) respectively as if
the sub-division of the Company’s shares as described in Appendix VI of the Prospectus had taken
place at the beginning of the relevant periods.
Diluted earnings per share is not presented for the three months and nine months ended 30th
September, 2002 and 2001 as there were no potential dilutive securities in existence during the
relevant periods.
5. RESERVES
Other than as disclosed below, there were no movements in reserves of the Group for the relevant
periods in 2001 and 2002.
Share premium Retained profits
2002 2001 2002 2001
RMB RMB RMB RMB
As at 1st January, 49,800,000 – 19,209,617 6,550,883
Net profit for the period – – 3,127,733 3,061,623
As at 31st March, 49,800,000 – 22,337,350 9,612,506
Net profit for the period – – 3,222,631 3,125,236
Issue of shares under placement – 60,840,000 – –
Share issuing expenses – (11,040,000) – –
As at 30th June, 49,800,000 49,800,000 25,559,981 12,737,742
Net profit for the period – – 4,114,340 4,013,793
As at 30th September, 49,800,000 49,800,000 29,674,321 16,751,535
INTERIM DIVIDEND
The Directors do not recommend the payment of an interim dividend for the nine months ended 30th
September, 2002. (2001: Nil)
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FINANCIAL REVIEW
The Group has achieved a stable and sustained growth in the operational results of the third quarter of this
financial year. For the three months ended 30th September, 2002, the Group has accomplished a revenue
of approximately RMB107,867,000 and a net profit of approximately RMB4,114,000. This represented a
growth of approximately 1 time turnover as compared to the same period in the previous year. For the nine
months ended 30th September, 2002, the Group has accomplished a revenue of approximately
RMB207,152,000 and a net profit of approximately RMB10,465,000, representing a growth of
approximately 90% in turnover. The further improvement in the financial conditions of the Group was due
to a combination of sales network expansion and successful marketing efforts which provide the Company
with good business development and market recognition.
BUSINESS OBJECTIVES REVIEW
Product Development
During the period under review, the SoftCA (based on the security operating system) of NandaSoft’s
network security total solutions passed the technical accreditation by Technology Department in Jiangsu
Province, thus, providing a reliable platform for implementation of the electronic government project of
Jiangsu Province. Meanwhile, NandaSoft’s network security total solutions were also successfully
accredited as “Class 1 Awardee of Technology Progress in Jiangsu Province” in year 2002 by Technology
Department of Jiangsu Province.
Market and Business Development
During the period, the Group continued to focus on promotion of its network security solution application
among the government, education, finance and corporate sectors with some favourable responses. In
addition, the Group expanded and consolidated its sales network for marketing of its network security
solutions through distributors and cooperative partners.
Apart from this, the Group also successfully marketed its electronic government platform among
government departments during the reporting period. This resulted in the successful launch of the
electronic government network platform of Jiangsu Province – a vertical network project of Development
& Planning Committee of Jiangsu Province. Moreover, the Group organised an annual meeting of its
distributors throughout China. Following establishment of its two subsidiaries, namely Nanjing NandaSoft
Electronic Technology Limited and Beijing NandaSoft Digital Technology Limited during the same
period, the Group has further boosted its overall distribution capability.
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FUTURE PROSPECTS
As the number of internet users in PRC has continued to grow and the demand of network security
monitoring, networks securities products would be emphasized. In respect of research and development,
the Group will continously employ more technical talents to further stregthen the Group’s research and
development team. In addition, the Group would implement aggressive marketing plans to improve brand
name awareness of its products, and strengthen ties to government authorities and major customers and
strive to become a leader in the industry.
DIRECTORS’ AND SUPERVISORS’ INTERESTS IN SHARES
As at 30th September, 2002, except for those shares as set out below, none of the Directors and the
supervisors of the Company (the “Supervisors” or their associates had any personal, family, corporate or
other interests in the shares of the Company or associated corporations, if any, pursuant to section 29 of
the SDI Ordinance.
The beneficial interests of the Directors and Supervisors in the share capital of the Company are deemed
as follows:
Percentage of
deemed beneficial
interest in the
Number Company’s share
Name Type of interests of shares capital
Directors
Xie Li Others (Note 1) 11,900,000 1.27%
Zhang Yun Xia Personal (Note 2) 9,000,000 0.96%
You Xue Gui Others (Notes 1 and 3) 8,000,000 0.86%
Zhang Jin Quan Others (Notes 1 and 3) 1,500,000 0.16%
Chen Dao Xu Others (Note 1) 500,000 0.05%
Supervisors
Zhou Ming Hai Others (Note 1) 5,000,000 0.54%
Xiong Xian Gen Others (Note 1) 2,000,000 0.21%
Wang Dao Wu Others (Note 1) 1,000,000 0.11%
Zhou Wen Da Others (Note 1) 780,000 0.08%
Shi Jian Jun Others (Note 1) 500,000 0.05%
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Notes:
(1) These shares are held through the Worker Union of Jiangsu Provincial Management Center for
Education Equipment and Self-supporting School (the “Union”. The Union, being a social
organisation legal person established under the laws of the PRC by changing the name from Worker
Union of Jiangsu Educational Instrument Corporation on 1st July, 2001, holds 110,000,000 shares, or
approximately 11.78% shareholding in the Company for and on behalf of the staffs of the Company
including Directors and Supervisors and owns 15% equity interest in Jiangsu Co-Creation Education
Development Company Limited (“Jiangsu Co-Creation”.
(2) These shares are directly held by an ex-director of the Company, who is also the spouse of Zhang Yun
Xia.
(3) Mr. You Xue Gui has resigned as director of the Company on 17th May, 2002.
(4) Mr. Zhang Jin Quan has resigned as director of the Company on 12th April, 2002.
DIRECTORS’ AND SUPERVISORS’ RIGHTS TO ACQUIRE H SHARES
Save as disclosed above, during nine months ended 30th September, 2002, none of the Directors or
Supervisors was granted options to subscribe for H shares of the Company. As at 30th September, 2002,
none of the Directors or the Supervisors or their spouse or children under 18 years of age had any rights to
acquire H shares in the Company.
SHARE OPTION SCHEME
The Company has conditionally adopted the share option scheme. A summary of the principle terms and
conditions of the share option scheme are set out in the section headed “Summary of the Terms of the
Share Option Scheme” in Appendix VI of the Prospectus. Upto 30th September, 2002, no option has been
granted pursuant to such share option scheme.
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SUBSTANTIAL SHAREHOLDERS
Other than the interests as disclosed above in respect of the Directors, the Supervisors and their associates,
as at 30th September, 2002, the register of substantial shareholders maintained under Section 16(1) of the
SDI Ordinance shows that the Company had been notified of the following substantial shareholders’
interests, being 10 percent or more of the Company’s issued share capital:
Approximate
effective interests
Shareholder Number of shares in the Company
Nanjing University 200,000,000 21.41%
Jiangsu Zongyi Company Limited
(“Zongyi” (Note 1) 181,540,000 19.44%
Jiangsu Provincial Management Center for
Education Equipment and Self-supporting
School (“Jiangsu Management Centre” (Note 2) 136,500,000 14.61%
The Union (Note 3) 123,500,000 13.22%
Notes:
(1) The interest of Zongyi comprises:
(a) 160,000,000 shares (representing approximately 17.13% of the Company’s issued share capital)
held by Zongyi; and
(b) 21,540,000 shares (representing approximately 2.31% of the Company’s issued share capital) held
through Jiangsu High-tech Industry Investment Company Limited (Formerly known as Jiangsu
Property Business Company Limited and adopting the present name on 26th April, 2001), which
is approximately 53.85% owned by Zongyi.
(2) Jiangsu Management Center is a professional unit entity established by changing the name from
Jiangsu Educational Instrument Corporation on 1st July, 2001 pursuant to the PRC law. The interest of
Jiangsu Management Center comprises:
(a) 60,000,000 shares (representing approximately 6.42% of the Company’s issued share capital) held
by Jiangsu Management Center; and
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(b) 76,500,000 shares (representing approximately 8.19% of the Company’s issued share capital) held
through Jiangsu Co-Creation, which is approximately 85% owned by Jiangsu Management
Center.
(3) The interest of the Union comprises:
(a) 110,000,000 shares (representing approximately 11.78% of the Company’s issued share capital)
held by the Union; and
(b) 13,500,000 shares (representing approximately 1.44% of the Company’s issued share capital) held
through Jiangsu Co-Creation, which is approximately 15% owned by the Union.
Save as disclosed above, the Company had not been notified of any other interests representing 10% or
more of the Company’s issued share capital as at 30th September, 2002.
COMPETING INTERESTS
None of the Directors or the management shareholders of the Company and their respective associates (as
defined under the GEM Listing Rules) had any interest in a business which competes or may compete with
the business of the Group.
SPONSOR’S INTEREST
As updated and notified by the Company’s sponsor, Core Pacific – Yamaichi Capital Limited (“Core
Pacific – Yamaichi”, as at 30th September, 2002, Core Pacific – Yamaichi Securities, Tokyo, an associate
(as referred to in Note 3 to Rule 6.35 of the GEM Listing Rules) of Core Pacific – Yamaichi, held 30,000
shares of the Company. Save as disclosed herein, neither Core Pacific – Yamaichi nor its directors,
employees or associates (as referred to in Note 3 to Rule 6.35 of the GEM Listing Rules) had any interest
in the share capital of the Company as at 30th September, 2002 pursuant to Rules 6.35 and 18.63 of the
GEM Listing Rules.
Pursuant to the agreement dated 18th April, 2001 entered into between the Company and Core Pacific –
Yamaichi, Core Pacific – Yamaichi has received and will receive a fee for acting as the Company’s retained
sponsor for the period from 24th April, 2001 to 31st December, 2003 or until the sponsor agreement is
terminated upon the terms and conditions set out therein.
AUDIT COMMITTEE
The Company established an audit committee on 8th December, 2000 with written terms of reference in
compliance with the requirements as set out in Rules 5.23 and 5.24 of the GEM Listing Rules. The
primary duties of the audit committee are to review and to provide supervision over the financial reporting
process and internal control system of the Group. The audit committee comprises the two independent
non-executive directors, Mr. Xu Huan Liang and Professor Wang Zhi Jian, and Chairman, Mr. Xie Li.
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PURCHASE, SALE OR REDEMPTION OF SECURITIES
Neither the Company nor any of its subsidiaries purchased, sold or redeemed any listed securities of the
Company during the nine months ended 30th September, 2001.
On behalf of the Board
Xie Li
Chairman and President
25th October, 2002, Nanjing, the PRC
This announcement will remain on the “Latest Company Announcements” page of the GEM website for at
least 7 days from the day of its posting.

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Hier etwas älteres über JIANGSU NANDASOFT COMPANY LTD

http://www.targetnewspapers.com/updates/articles/Articles%20…


JIANGSU NANDASOFT COMPANY LTD :
TRULY A COMMUNISTIC COMPANY

If the pedigree of the Executive Directors of one of the latest candidates for a listing on The Growth Enterprise Market (The GEM) of The Stock Exchange of Hongkong Ltd is anything by which to use as a gauge, then Jiangsu Nandasoft Company Ltd must be considered a potential ‘hot’ company.

Jiangsu Nandasoft, Stock Code 8045, appears to have a lot going for it; and, its track record over the past 3 Financial Years is impressive.

Management of this Company is controlled by Professor Xie Li, a 59-year-old Doctor of Mathematics at Nanjing University, the People’s Republic of China (PRC).

Unlike most Western universities, universities in the PRC often go into business for themselves and are, often, encouraged by the State so to do.

Professor Xie Li is the President of Jiangsu Nandasoft, having joined the Company in September 1998 when his university determined the need for such a corporate entity.

There are 2 other professors on the Board of Directors of this Company: Professors Chen Dao Xu and Wang Zhi Jian, Non-Executive and Independent Non-Executive Directors, respectively.

The downside to having illustrious academics adorn the board of directors of public companies, of course, is that there can well be private agendas, held by them, and these private agendas can well be in conflict with their duties of fidelity to the Company that employs them.

Jiangsu Nandasoft is a Company that is engaged in being a provider of network security systems -- firewalls and the like.

The Company has developed its products in conjunction with Nanjing University.

The Ministry of Public Security of the PRC has already given its ‘good housekeeping seal of approval’ for a couple of the Company’s products: SoftWall and SoftOS.

Jiangsu Nandasoft Placed a total of 234 million, 0.10 renminbi shares at 36 cents (Hongkong) per share.

The net proceeds of the Placements, amounting to about $HK73.20 million, will be used, the Prospectus states at Page 103, for the following:

1. $HK17 million to strengthen the Research and Development Department;

2. $HK23 million for sponsoring co-development programmes with Nanjing University;

3. $HK15 million to create sales channels throughout the PRC;

4. $HK15 million for promoting the Company’s name and image; and,

5. $HK3.20 million to be used as additional working capital.

Item Number 2, representing about 31 percent of the net proceeds, smells a lot as though Jiangsu Nandasoft is, obliquely, endowing certain new Chairs at Nanjing University.

This may not be a bad thing, as long as the ‘fruits’ of the new Chair(s) come to Jiangsu Nandasoft (which TARGET doubts).

Since the inception of this Company, it appears to have shown a great deal of promise and, with more and more computer hackers, plaguing international entities, companies of this type are in great demand.

The following is the Company’s track record since September 1998:


All Figures are Denominated in Renminbi ‘000 *

September 18, 1998
to
December 31, 1998
January 1, 1999
to
December 31, 1999
January 1, 2000
to
December 31, 2000

Turnover
521,949
29,549,317
160,581,930

Cost of Sales
(419,020)
(26,949,975)
(140,675,229)

Gross Profit
102,929
2,599,342
19,906,701

Other Revenue
78,098
929,837
4,040,417

Distribution Costs
(16,359)
(443,542)
(8,177,748)

Research and Development Costs
(68,833)
(1,746,035)
(491,628)

Administrative Expenses
(397,268)
(865,554)
(6,571,758)

Profit/(Loss) from Operations
(301,433)
474,048
8,705,984

Financing Costs
(40)
(30,772)
(8,735)

Profit/(Loss) before Taxation
(301,473)
443,276
8,697,249

Taxation
(13,594)
(122,896)
(1,306,031)

Net Profit/(Loss) before Minority Interests
(315,067)
320,380
7,391,218

Minority Interests
Nil
(64,097)
22,734

Net Profit/(Loss) Attributable to Shareholders
(315,067)
256,283
7,413,952


* 1.06 renminbi is equal to about $HK1

The ‘Other Revenue’, listed above, comprises interest on bank loans, gains on dealing in listed securities, and tax refunds.

So, one could state, without fear of contradiction, that while some of the ablest professors at Nanjing University were teaching students, making money for the corporate entities that they controlled, by selling computers and computer software, they were, also, dabbling on the stock markets of the PRC.

Note 4 at Page 134 of the Prospectus lists the ‘Other Revenue’ as follows:


All Figures are Denominated in Renminbi

September 18, 1998
to
December 31, 1998
January 1, 1999
to
December 31, 1999
January 1, 2000
to
December 31, 2000

Interest on Bank Deposits
25,446
335,810
257,927

Gain on Dealing in Listed Securities
52,652
594,027
3,354,754

Value Added Tax Refund
Nil
Nil
427,736

TOTAL
78,098
929,837
4,040,417


Further, while this Company is supposed to be specialising on computer security systems, it is of interest to note that a breakdown of the Turnover indicates that sales of software have played a very small part of its success over the Track Record Period.

The following is a breakdown of the Turnover since September 18, 1998, taking, also, from Page 134 of the Prospectus:

ANALYSIS OF TURNOVER

All Figures are Denominated in Renminbi

September 18, 1998
to
December 31, 1998
January 1, 1999
to
December 31, 1999
January 1, 2000
to
December 31, 2000

Sales of Computer Software Products
Nil
Nil
3,261,099

Provision of Information Technology Consulting Services
232,240
2,627,101
8,605,302

Sales of Computer Hardware Products and Equipment
289,709
26,922,216
148,715,529

TOTAL
521,949
29,549,317
160,581,930


It is apparent that software sales are just beginning, which is not unreasonable as long as emphasis, from hereon in, is placed on this area of (supposed) expertise.

The Financials

As at December 31, 2000, Jiangsu Nandasoft was flush with cash.

The Consolidated Net Assets of the Company indicated cash and bank balances of about 39.73 million renminbi, as at December 31, 2000, with Current Assets, exceeding Current Liabilities by about 48.68 million renminbi.

The Adjusted Net Tangible Assets, as at that date, was said to be 154,641,000 renminbi, a figure, which included about 77.60 million renminbi, being the net proceeds from this cash-raising exercise.

The Adjusted Net Tangible Assets, also, includes the February 28, 2001 Open Market Value of the Company’s property in Nanjing City, Jiangsu Province, which is in the Books of the Company at about 31.31 million renminbi.

This is the Company’s 1,435.70 square-metre site, on which stands the beginnings of the Company’s office building.

For the first 2 months of this Financial Year, to February 28, 2001, the Company recorded a profit of about 2.02 million renminbi, Page 123 of the Prospectus states.

As for debt, Jiangsu Nandasoft was debtless, as at December 31, 2000.

One potentially worrying aspect of this Company is its wheeling and dealing in listed securities; and, it declares that it will continue so to do.

As at December 31, 2000, it had invested 425,910 renminbi in listed securities in the PRC.

As at that date, the market value of those investments was said to be 680,400 renminbi .

[sohu]

1

JIANGSU NANDASOFT COMPANY LIMITED *
(a joint stock limited company incorporated in the People’s Republic of China)
DISCLOSEABLE TRANSACTION
in respect of
the acquisition of Land in the PRC
SUPPLEMENTAL AGREEMENT
Reference is made to the announcements dated 2 January, 2003 and 23 January, 2003. The Directors
announce that on 27 January, 2003, in order to safeguard the Group’s interests in the Land Acquisition
Agreement, the parties to the Land Acquisition Agreement have entered into the Supplemental
Agreement to supplement and vary certain terms and conditions in the Land Acquisition Agreement to
provide for, among other things, the following changes:
– the payment terms of the Land Acquisition Agreement will be deleted and substituted by the
following:
(i) a first installment of RMB25,000,000 will be paid to the Vendor within three months from the
date on which the Vendor has obtained the written approval from the Planning Bureau of
Nanjing ( ) on the plans for building (that is the plan for the
construction of buildings, roads and other facilities) in the Software Property Park (
);
(ii) a second installment of RMB 15,000,000 will be paid to the Vendor within 12 months from the
date on which the Company has obtained the land use rights certificate in respect of the Land; and
(iii) a third installment of RMB 10,000,000 will be paid to the Vendor within 24 months from the
date on which the Company has obtained the land use rights certificate in respect of the Land.
– Should the Vendor fails to obtain the said written approval from the Planning Bureau of Nanjing
on or before 30 September, 2003, the Land Acquisition Agreement and the Supplemental
Agreement shall be null and void and with no further effect, and no party to the said agreements
shall have any liability to the other party under or in connection with the said agreements but
without prejudice to the rights of the party in respect of any antecedent breaches. This term shall
survive the termination of the Supplemental Agreement.
Save as aforesaid, the terms and conditions of the Land Acquisition Agreement remain unchanged.
2
The Company has applied to the Stock Exchange for a waiver of Rule 19.36 of the GEM Listing Rules
for delay in despatch of the circular on or before 30 January, 2003. The delay is due to the Company
renegotiating the payment terms of the Land Acquisition Agreement with the Vendor and it is noted
that a supplemental agreement in relation to the amendment of the payment terms of the Land
Acquisition Agreement as set out in the Company’s announcement dated 2 January, 2003 is expected to
be entered into by the Company and the Vendor on or before 29 January, 2003.
LAND ACQUISITION AGREEMENT
Reference is made to the Land Acquisition Announcement and the announcement dated 23 January, 2003
for the delay in desptach of the circular and update of information in relation to discloseable transaction.
Capitalised terms used herein shall have the same meanings as those defined in the Land Acquisition
Announcement unless the context otherwise requires.
BACKGROUND
It was announced that on 2 January, 2003 in the Land Acquisition Announcement that the Company agreed to
acquire the Land at the Consideration by way of three installments, which will be satisfied by way of cash :
(i) the first installment of RMB 25,000,000 will be paid to the Vendor upon signing of the Land Acquisition
Agreement; (ii) the second installment of RMB 15,000,000 will be paid to the Vendor within 12 months from
the date on which the Company has obtained the land use rights certificate ( ) in respect of
the Land; and (iii) the third installment of RMB 10,000,000 will be paid to the Vendor within 24 months
from the date on which the Company has obtained the land use rights certificate in respect of the Land. The
payment of the first installment of RMB 25,000,000 will be satisfied by internal funding and the payment of
the second and third installment in the aggregate of RMB25,000,000 will be satisfied by borrowing from the
bank. The Company will not use any proceeds resulted from the initial public offering.
The parties to the Land Acquisition Agreement agreed that:
1. the Vendor shall:
(i) within 3 months upon receipt of the first installment of the Consideration, complete the
infrastructure of the Land (including leveling of land and connecting of water, electricity, gas
supply and communication network);
(ii) deliver the land use rights certificate in respect of the Land to the Company within 6 months from
the date on which the demolition of buildings on the Land is completed; and
(iii) undertake that the Company shall enjoy the relevant preferential tax policy of Jiangsu Province
Software Park ( ).
2. the Company undertakes to change the place of registration for taxation purpose to the Software
Property Park after obtaining the land use rights certif icate of the Land provided that the office
facilities of the Software Property Park shall have been established.
3. the parties undertake to finalize the land use plan of the Land in accordance with the overall land use
plan of the Software Property Park including the establishment of an advanced technology training
center with Microsoft (China) Co., Ltd. ( ( ) ).
3
As the exact location of the Land will be determined by the Vendor after the Vendor has obtained the
written approval from the Planning Bureau of Nanjing ( ) on the plans for building (
) (that is the plan for the construction of buildings, roads and other facilities) in the Software
Property Park, in order to safeguard the Group’s interests on the Land, on 27 January, 2003, the parties to
the Land Acquisition Agreement have entered into the Supplemental Agreement, under which the parties
agreed to supplement and vary certain terms and conditions of the Land Acquisition Agreement.
SUPPLEMENTAL AGREEMENT
Date : 27 January, 2003
Parties
Purchaser : Jiangsu Nandasoft Company Limited ( )
Vendor : The People’s Government of Xuan Wu District, Nanjing City ( )
The Vendor is an independent third party not connected with the Directors, chief executive, supervisors,
substantial Shareholders and management Shareholders of the Group or their respective associates for the
purpose of the GEM Listing Rules.
Major terms of the Supplemental Agreement
The Consideration will be satisfied by way of cash in the following manner:
(i) a first installment of RMB25,000,000 will be paid to the Vendor within three months from the date on
which the Vendor has obtained the written approval from the Planning Bureau of Nanjing (
) on the plans for building ( ) (that is the plan for the construction of buildings, roads
and other facilities) in the Software Property Park;
(ii) a second installment of RMB 15,000,000 will be paid to the Vendor within 12 months from the date
on which the Company has obtained the land use rights certificate in respect of the Land; and
(iii) a third installment of RMB 10,000,000 will be paid to the Vendor within 24 months from the date on
which the Company has obtained the land use rights certificate in respect of the Land.
2. Should the Vendor fails to obtain the said written approval from the Planning Bureau of Nanjing on or
before 30 September 2003, the Land Acquisition Agreement and the Supplemental Agreement shall be
null and void and with no further effect, and no party to the said agreements shall have any liability to
the other party under or in connection with the said agreements but without prejudice to the rights of
the other party in respect of any antecedent breaches. This term shall survive the termination of the
Supplemental Agreement.
Save as aforesaid, the terms and conditions of the Land Acquisition Agreement remain unchanged.
REASONS FOR ENTERING INTO THE SUPPLEMENTAL AGREEMENT
The purpose of entering into the Supplemental Agreement is to safeguard the Group’s interests in the Land
Acquisition.
4
GENERAL
The Directors consider that the Supplemental Agreement was entered into on normal commercial terms
and that the terms of the Supplemental Agreement are fair and reasonable and in the interests of the Group
so far as the Shareholders of the Company are concerned.
DEFINITIONS
“Land Acquisition Announcement” means the announcement of the Company dated 2 January, 2003
on the discloseable transaction in respect of the Land Acquisition
Agreement
“Land Acquisition” means the purchase of the Land by the Company pursuant to the
Land Acquisition Agreement
“Land” a piece of land with an area of 500 mu ( ) located at Software
Property Park, Zhujiang Road, Nanjing City, the PRC. (
), the exact location will be determined
by the Vendor after the Vendor has obtained the written approval
from the Planning Bureau of Nanjing ( ) on the
plans for building ( ) (that is the plan for the
construction of buildings, roads and other facilities) in the
Software Property Park
“Supplemental Agreement” means a supplemental agreement entered into between the
parties on 27 January 2003 to supplement and vary certain terms
and conditions in the Land Acquisition Agreement.
By Order of the Board
JIANGSU NANDASOFT COMPANY LIMITED
Xie Li
Chairman and President
Hong Kong, 27 January, 2003
This announcement, for which the Directors of the Company collectively and individually accept full
responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of
giving information with regard to the Company. The Directors of the Company, having made all
reasonable enquiries, confirm that, to the best of their knowledge and belief :– (i) the information
contained in this announcement is accurate and complete in all material respects and not misleading; (ii)
there are no other matters the omission of which would make any statement in this announcement
misleading; and (iii) all opinions expressed in this announcement have been arrived at after due and
careful consideration and are founded on bases and assumptions that are fair and reasonable.
This announcement will remain on the GEM website on the “Latest Company Announcements” page for at
least 7 days from the date of its posting.
* for identification only

[sohu]

http://www.hkgem.com/listedco/listconews/gem/20030322/GLN200…


http://www.intel.com/apac/eng/intelsolutionservices/testedso…

[panik]

http://www.hkgem.com/listedco/listconews/gem/20030507/GLN200…



Jiangsu Nandasoft FY net profit 14.5 mln yuan, up 3 pct
Jiangsu Nandasoft Q3 sales double on network expansion; profit slightly higher
Jiangsu Nandasoft H1 net profit 6.350 mln yuan vs 6.186 mln
Jiangsu Nandasoft 9-Mth Net Profit Up 146.1% to 10.2 Mln Yuan

[Neoe]

Schön, dass man hier was findet zu Nandasoft. Für mich ein absoluter Topwert.

Das Wachstum liegt Jahr für Jahr mindestens im hohen zweistelligen Bereich und das Unternehmen ist ein Regierungsliebling. Sie haben in letzter Zeit einige Zertifizierungen erhalten, die sich erst noch richtig in Zahlen niederschlagen werden.

Außerdem expandieren sie gerade in den gesamten chinesischen Markt, vermutlich mit der Unterstützung von Microsoft.

Wenn sie jetzt noch den Sprung schaffen, weg von der Systemintegration zum gewinnbringenderen Vertrieb ihrer eigenen Softwareprodukte haben wir hier tatsächlich ein minimalisierte Microsoft (das was man ja fälschlicherweise Timeless immer nachsagen wollte).

[Neoe]

Scheint sich was zu tun. Signifikanter Ausbruch nach oben. Und das Handelsvolumen ist bereits seit einiger Zeit vergleichsweise sehr hoch.

Was mag dahinter stecken ? Geht es endlich weiter mit Microsoft ? Hier gab es Probleme, da die Regierung aus irgendeinem Grund eine Genehmigung verweigerte (ich glaube es war die Baugenehmigung).

[panik]

http://www.njusoft.com/eng/index.php

[Neoe]

Zukäufe im großen Stil ohne News. Ich denke einige Fonds haben sich positioniert.