23rd Sep 2011 10:51
AIM: CPEH
23 September 2011
China Private Equity Investment Holdings Limited
(the "Company" or "Group")
Unaudited Interim results for the six months ended 30 June 2011
The Company's principal activity is to invest in growth companies operating in Greater China.
Highlights
·; 31% increase in Group net asset value to US$34.7 million (2010: US$26.9 million)
·; Successful US$6m acquisition of 30% interest in online financial services provider Enfinium International Holdings Limited ("Enfinium")
·; Realisation of US$3.8m from partial disposal of shares in Fortel Technology Holdings Limited ("Fortel") - 33.6% ownership interest retained by the Group
·; Interim loss after tax of US$647,000 (2010 loss: US$412,000)
·; Planned Hong Kong IPO for Fortel
For further information, please visit www.cpe-invest.com or contact:
China Private Equity Investment Holdings Limited | +852 2801 6770 |
Duncan Chui, CEO / Ernest Wong, CFO | |
Shore Capital and Corporate Limited (Nominated Adviser and Broker) | +44 (0)20 7408 4090 |
Bidhi Bhoma / Stephane Auton | |
Tavistock / First City Public Relations | |
Allan Piper | +852 2854 2666 |
Simon Hudson / Lydia Eades | +44 (0) 20 7920 3150 |
CHAIRMAN'S STATEMENT
On behalf of the directors, I present the interim results of the Group for the 6-month period ended 30 June 2011.
I am pleased to report that the Group's unaudited net asset value as at 30 June 2011 stood at US$34,650,000 (30 June 2010: US$26,922,000). The increase in net assets was largely attributable to the acquisition of a 30% interest in Enfinium, referred to below, and appreciation in the value of the portfolio. The Group's unaudited consolidated loss for the period under review amounted to US$647,000 (compared with a loss of US$412,000 for the corresponding period last year).
In April 2011, the Company entered into an agreement with Furuya Consultants Limited ("FCL") to acquire a 30% interest in Enfinium for an initial consideration of US$6 million. Enfinium is a Hong Kong based financial services company which operates a regulated online FOREX trading platform, and provides a range of financial advisory services as a regulated entity in Australia. The Company satisfied the consideration of US$6 million by issuing 10 million new ordinary shares of no par value, representing 13.6% of the Company's enlarged issued share capital of 73,784,645 shares. As an incentive to FCL, the Company has agreed to issue a further 2,000,000 shares of no par value to FCL, if Enfinium achieves an audited post-tax profit of at least US$3,500,000 for the year ending 31 December 2011.
Fortel, a digital media and technology services company operating primarily in China, remained the main component of the Group's net asset value during the reporting period. The Group holds a 33.6% equity interest in Fortel, following a buy back by Fortel during April 2011 of 3.5% of its share capital from the Company. The buyback price of US$690.50 per Fortel share valued Fortel at US$72 million and raised US$3.8 million for the Company. If market conditions allow and Fortel continues to perform well, Fortel plans an IPO in Hong Kong towards the end of 2011 or early in 2012.
At an Extraordinary General Meeting held on 12 April 2011, the Company's investing policy was amended to enable investments also to be made in businesses operating outside China but with an exposure to the Chinese market. This will allow more flexibility and allow the Company to address a wider choice of investment projects. Enfinium was the first example of an investment made under the policy.
Patrick Macdougall
Chairman of the Board
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Six months ended | Year ended | ||||||||
Note | 30 June 2011 Unaudited US$'000 | 30 June 2010 Unaudited US$'000 | 31 December 2010 Audited US$'000 | ||||||
Gross portfolio return | - | - | 2,869 | ||||||
Administrative expenses | (696 | ) | (485 | ) | (1,056 | ) | |||
Operating (loss) / profit | 5 | (696 | ) | (485 | ) | 1,813 | |||
Finance income | 6 | 49 | 73 | 140 | |||||
(Loss) / profit before taxation | (647 | ) | (412 | ) | 1,953 | ||||
Taxation | 7 | - | - | - | |||||
(Loss) / profit for the period | (647 | ) | (412 | ) | 1,953 | ||||
Other comprehensive expense Currency translation differences | (11 | ) | (89 | ) | (68 | ) | |||
Total comprehensive (loss) / income for the period | (658 | ) | (501 | ) | 1,885 | ||||
(Loss) / earnings per share | 9 | ||||||||
Basic | (0.98 cents | ) | (0.65 cents | ) | 3.06 cents | ||||
Diluted | (0.98 cents | ) | (0.65 cents | ) | 2.98 cents | ||||
The results above relate to continuing operations.
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Note | As at 30 June 2011 Unaudited US$'000 | As at 30 June 2010 Unaudited US$'000 | As at 31 December 2010 Audited US$'000 | ||||||
Non-current assets | |||||||||
Fixtures, fittings and equipment | 7 | 1 | 8 | ||||||
Investment at fair value through profit or loss | 10 | 31,560 | 23,834 | 28,718 | |||||
Deposit | - | 8 | 8 | ||||||
Total non-current assets | 31,567 | 23,843 | 28,734 | ||||||
Currents assets | |||||||||
Loans and other receivables | 3,286 | 1,685 | 45 | ||||||
Quoted financial assets at fair value through profit or loss | 128 | 807 | - | ||||||
Cash and cash equivalents | 496 | 785 | 851 | ||||||
Total current assets | 3,910 | 3,277 | 896 | ||||||
Total assets | 35,477 | 27,120 | 29,630 | ||||||
Current liabilities | |||||||||
Trade and other payables | 143 | 189 | 308 | ||||||
Deferred consideration | 10 | 648 | - | - | |||||
Shareholder's loan | 36 | 9 | 14 | ||||||
Total liabilities | 827 | 198 | 322 | ||||||
Net current assets | 3,083 | 3,079 | 574 | ||||||
Net assets | 34,650 | 26,922 | 29,308 | ||||||
Equity and reserves | |||||||||
Share capital | 11 | 30,572 | 24,572 | 24,572 | |||||
Share based payment reserves | 799 | 799 | 799 | ||||||
Foreign translation reserve | (79 | ) | - | (68 | ) | ||||
Retained earnings | 3,358 | 1,551 | 4,005 | ||||||
Total equity and reserves attributable to owners of the parent | 34,650 | 26,922 | 29,308 | ||||||
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share capital US$'000 | Share based payment reserve US$'000 | Foreign translation reserve US$'000 | Retained earnings US$'000 | Total US$'000 | |||||||
Balance at 1 January 2010 | 24,572 | 799 | - | 2,052 | 27,423 | ||||||
Loss for the period | - | - | - | (412 | ) | (412 | ) | ||||
Other comprehensive expense | |||||||||||
Currency translation differences | - | - | (89 | ) | - | (89 | ) | ||||
Total comprehensive expenses for the period | - | - | (89 | ) | (412 | ) | (501 | ) | |||
Balance at 30 June 2010 | 24,572 | 799 | (89 | ) | 1,640 | 26,922 | |||||
Profit for the period | - | - | - | 2,365 | 2,365 | ||||||
Other comprehensive expense | |||||||||||
Currency translation differences | - | - | 21 | - | 21 | ||||||
Total comprehensive income for the period | - | - | 21 | 2,365 | 2,386 | ||||||
Balance at 31 December 2010 and 1 January 2011 | 24,572 | 799 | (68 | ) | 4,005 | 29,308 | |||||
Loss for the period | - | - | - | (647 | ) | (647 | ) | ||||
Other comprehensive expense | |||||||||||
Currency translation differences | - | - | (11 | ) | - | (11 | ) | ||||
Total comprehensive expenses for the period | - | - | (11 | ) | (647 | ) | (658 | ) | |||
Issue of shares | 6,000 | - | - | - | 6,000 | ||||||
Balance at 30 June 2011 | 30,572 | 799 | (79 | ) | 3,358 | 34,650 | |||||
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Six months ended | Year ended | ||||||
30 June 2011 Unaudited US$'000 | 30 June 2010 Unaudited US$'000 | 31 December 2010 Audited US$'000 | |||||
Cash flow from operating activities | |||||||
(Loss) / profit before taxation | (647 | ) | (412 | ) | 1,953 | ||
Adjustments for: | |||||||
Depreciation | 1 | - | 1 | ||||
Finance income | (49 | ) | (72 | ) | (142 | ) | |
(Gain) / loss on disposal of quoted securities | - | (1 | ) | 2 | |||
Gross portfolio return | - | - | (2,869 | ) | |||
(Increase) / decrease in receivables | (15 | ) | 12 | (14 | ) | ||
(Decrease) / increase in payables | (165 | ) | 13 | 133 | |||
Net cash used in operating activities | (875 | ) | (460 | ) | (936 | ) | |
Cash flow from investing activities | |||||||
Acquisition of property, plant and equipment | (1 | ) | - | (7 | ) | ||
Finance income received | 50 | - | 142 | ||||
(Purchase) / sale proceeds of quoted financial assets at fair value through profit or loss | (129 | ) | 54 | 179 | |||
Realised quoted financial assets at fair value through profit or loss | - | - | 679 | ||||
Purchase of convertible bonds | - | - | (1,502 | ) | |||
Sale proceeds of investment at fair value through profit or loss | 3,800 | - | - | ||||
Loans granted | (4,635 | ) | (2,078 | ) | - | ||
Proceeds from repayment of loans granted | 1,416 | 1,562 | 578 | ||||
Net cash generated from / (used in) investing activity | 501 | (462 | ) | 69 | |||
Cash flows from financing activity | |||||||
Loan from shareholders | 22 | - | 5 | ||||
Net cash generated from financing activity | 22 | - | 5 | ||||
Net decrease in cash & cash equivalents during the period | (352 | ) | (922 | ) | (862 | ) | |
Cash & cash equivalents at the beginning of the period | 851 | 1,717 | 1,717 | ||||
Effect of foreign exchange | (3 | ) | (10 | ) | (4 | ) | |
Cash & cash equivalents at the end of the period | 496 | 785 | 851 |
Notes to the financial information
1. CORPORATE INFORMATION
The Company is a limited company incorporated in the British Virgin Islands ("BVI") under the BVI Business Companies Act 2004 on 18 January 2008. The address of the registered office is Romasco Place, Wickhams Cay 1, PO Box 3140, Road Town, Tortola, BVI VG 1110 and its principal place of business is situated at Unit 1903, 19/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong. The Company was set up with an intention to position itself to be a Chinese and Asian focused AIM listed private equity investment holding group. The Company seeks to identify suitable private equity investment opportunities in China.
The Company is listed on the AIM Market of the London Stock Exchange (code: CPEH).
The condensed consolidated interim financial information was approved for issue on 23 September 2011. The condensed consolidated interim financial information has not been audited nor reviewed by the auditors.
2. BASIS OF PREPARATION
The condensed consolidated interim financial information has been prepared in accordance with International Accounting Standard ("IAS") 34 "Interim Financial Reporting".
3. PRINCIPAL ACCOUNTING POLICIES
The condensed consolidated interim financial information has been prepared on the historical cost convention, as modified by revaluation of financial assets and financial liabilities at fair value through the income statement.
The accounting policies and methods of computation used in the condensed consolidated financial information for the six months ended 30 June 2011 are the same as those followed in the preparation of the Group's annual financial statements for the year ended 31 December 2010.
The Group has adopted the following accounting policy in this accounting period:
Deferred contingent consideration
The deferred contingent consideration, which is classified as a financial liability, represents the fair value of the fixed number of shares to be issued dependent on certain milestones to be reached.
The value of shares to be issued is determined by the Company's share price as at the period end as well as the estimated likelihood of the shares being issued to the third party. Management monitors the ability of the Company to settle the deferred consideration through monitoring the current trends of the conditions attached to the shares to be issued. Where expectation is different from the original estimate, such differences will impact the carrying value of the investment held by the Group. Any indication of change in fair value is adjusted for accordingly as any changes in the estimated value are adjusted against the cost of investment.
3. PRINCIPAL ACCOUNTING POLICIES (CONT'D)
The seasonality or cyclicality of operations does not impact on the interim financial information
4. SEGMENT INFORMATION
The operating segment has been determined and reviewed by the senior management and Executive Board members to be used to make strategic decisions. The senior management and Executive Board members consider there to be a single business segment, being that of investing activity, therefore only one reportable segment.
The reportable segment derives its revenue primarily from the non-current investment in Fortel Technology Holdings Limited ("Fortel"), debt investment in several companies and quoted investments.
5. OPERATING (LOSS) / PROFIT
Operating (loss) / profit is stated after charging:
Six months ended | Year ended | ||||||
30 June 2011 US$'000 | 30 June 2010 US$'000 | 31 December 2010 US$'000 | |||||
Depreciation | 1 | - | 1 | ||||
Fees payable to the Group's auditor for audit of the Company | - | - | 28 | ||||
Operating lease rentals - land and buildings | 18 | - | 43 |
6. FINANCE INCOME
Six months ended | Year ended |
| ||||||||
30 June 2011 US$'000 | 30 June 2010 US$'000 | 31 December 2010 US$'000 |
| |||||||
Interest from bank and other loans | 50 | 72 | 138 | |||||||
Change in fair value of quoted securities | (1 | ) | - | - | ||||||
Gain on disposal of quoted securities | - | 1 | 1 | |||||||
Gain on foreign exchange | - | - | 1 | |||||||
49 | 73 | 140 | ||||||||
7. TAXATION
No charge to taxation arises for the six months ended 30 June 2011 and 2010 as there were no taxable profits in either period. The Company and one of its subsidiaries, CPE TMT Holdings Limited, are both located in a tax-free jurisdiction, the BVI, and therefore are not subject to current or deferred income tax.
No related deferred tax asset has been recognised on the losses due to the unpredictability of future profit streams. Losses may be carried forward indefinitely and may be recoverable if relevant taxable profit arises in future periods
8. DIVIDEND
The Board of the Company does not recommend the payment of an interim dividend in respect of the six months ended 30 June 2011 (30 June 2010: Nil).
9. (LOSS) / EARNINGS PER SHARE
The calculation of the basic and diluted (loss) / earnings per share attributable to owners of the Group is based on the following:
Six months ended | Year ended | ||||||
30 June 2011 '000 | 30 June 2010 '000 | 31 December 2010 '000 | |||||
Numerator | |||||||
Basic / Diluted: | Net (loss) / profit | US$ (647 | ) | US$ (412 | ) | US$ 1,953 | |
Denominator | |||||||
Basic: | Weighted average shares | 66,271 | 12,757 | 12,757 | |||
Effect of bonus issue 4 June 2010 | - | 51,028 | 51,028 | ||||
66,271 | 63,785 | 63,785 | |||||
Effect of diluted securities: | |||||||
Share options | - | - | 1,718 | ||||
Diluted: | Adjusted weighted average shares | 66,271 | 63,785 | 65,503 |
Where a loss has occurred, basic and diluted loss per share are the same because the outstanding share options are anti-dilutive. Accordingly, diluted loss per share equals the basic loss per share.
10. INVESTMENT AT FAIR VALUE THROUGH PROFIT OR LOSS
30 June 2011 US$'000 | 30 June 2010 US$'000 | 31 December 2010 US$'000 | ||||
At the beginning of the period | 28,718 | 23,911 | 23,911 | |||
Fair value through profit and loss | - | - | 2,869 | |||
Additions | 6,648 | - | 2,000 | |||
Disposals | (3,800 | ) | - | - | ||
Effect of foreign exchange | (6 | ) | (77 | ) | (62 | ) |
At the end of the period | 31,560 | 23,834 | 28,718 | |||
On 8 September 2008, the Group through CPE TMT Holdings Limited ("CPE TMT"), a wholly owned subsidiary of the Company, acquired 38% of the issued share capital of Fortel. This has been accounted for as an investment as it is to be held as part of an investment portfolio. The Group will dispose of the shareholding upon approval by the investment committee which monitors the investment / divestment decision on an ongoing basis.
During the 6 months ended 30 June 2011, Fortel repurchased 5,503 of the ordinary shares of US$0.01 in Fortel held by CPE TMT. The repurchase was at an agreed price of US$690.50 per share and valued Fortel at US$72 million. CPE TMT retains a residual 33.6% stake in Fortel, from 37.1% previously.
The Company also entered into an agreement with Furuya Consultants Limited ("FCL") to acquire a 30% interest in Hong Kong-based Enfinium International Holdings Limited ("Enfinium"), for an initial consideration of US$6 million during the 6 months ended 30 June 2011. The consideration was settled by way of issuing 10 million new ordinary shares of no par value of the Company to FCL at a price of US$0.60 per share. In addition, under the terms of the agreement, the Company will issue an additional 2 million ordinary shares to FCL if Enfinium achieves a net audited post-tax profit of US$3.5 million or more for the year ending 31 December 2011. The Group has assessed and recognised in this interim financial information the fair value of this contingent consideration.
The Group adopted the recent investment methodology prescribed in the IPEVCV guidelines to value its investments at fair value through profit and loss. Applying the methodology, the Group has used the purchase consideration paid by third parties in the acquisition of new shares in Fortel and Enfinium as the basis to estimate the fair value of the investment in Fortel and Enfinium. There have been no further transactions occurring since the repurchase of Fortel's shares and the acquisition of Enfinium by the Company, which, in the opinion of the directors, provides evidence for the period end valuation. In undertaking this assessment, the directors have considered that these transactions are sufficiently close to the period end to not warrant undertaking an alternative valuation methodology.
10. INVESTMENT AT FAIR VALUE THROUGH PROFIT OR LOSS (CONT'D)
During the year ended 31 December 2010, the Company entered into a subscription agreement with China iEducation Holdings Limited ("iEducation") to subscribe its guaranteed convertible note (the "Note") at a consideration of US$2,000,000. The major shareholder of iEducation is the guarantor of the Note. As the directors are not aware of any adverse elements that would materially affect the value of the Note, they consider the original cost is an appropriate valuation as at 30 June 2011.
11. SHARE CAPITAL
Number of shares | Amount US$'000 | |||
Authorised, called-up and fully paid Ordinary shares of no par value each at 1 January 2010 | 12,756,929 | 24,572 | ||
Bonus issue on 4 June 2010 | 51,027,716 | - | ||
At 30 June and 31 December 2010 | 63,784,645 | 24,572 | ||
Ordinary shares issued on 17 May 2011 for acquisition of Enfinium | 10,000,000 | 6,000 | ||
Authorised, called-up and fully paid Ordinary shares of no par value each at 30 June 2011 | 73,784,645 | 30,572 | ||
On 17 May 2011, 10 million new ordinary shares of no par value of the Company were issued by the Company to FCL at a price of US$0.60 per share for the acquisition of a 30% interest in Enfinium.
Pursuant to the specific mandate obtained from shareholders to issue new ordinary shares by way of a bonus issue of 51,027,716 new ordinary shares of no par value on a general meeting held on 3 June 2010, 51,027,716 new ordinary shares of no par value were issued by the Company to its shareholders on 4 June 2010.
12. RELATED PARTY TRANSACTIONS
During the periods under review, the Group entered into the following transactions with related parties and connected parties:
Note | 30 June 2011 US$'000 | 30 June 2010 US$'000 | 31 December 2010 US$'000 | ||||||
Imperia Capital International Holdings Limited | |||||||||
Amount due to | (i) | 36 | 9 | 14 | |||||
UCCTV Holdings Limited | |||||||||
Amount due from | (ii) | - | 530 | 2 | |||||
Amount due to Directors | (iii) | ||||||||
- Duncan Chui | 7 | 43 | 71 | ||||||
- Hanson Cheah | 19 | 16 | 35 | ||||||
- Chau Vinh Heng | 5 | 22 | 12 | ||||||
- Wong Yiu Kit | 14 | 57 | 127 | ||||||
- John Croft | 4 | 4 | 4 | ||||||
- Patrick Macdougall | 6 | 6 | 6 | ||||||
(i) As at 30 June 2011 and 31 December 2010, the Group owed approximately US$35,700 (31 December 2010: US$14,400) to Imperia Capital International Holdings Limited, a shareholder of the Company. The loan is repayable on demand and does not bear interest.
(ii) Duncan Chui was a director of UCCTV Holdings Limited ("UCCTV") as at 30 June 2011 and 31 December 2010. The amount due is fully guaranteed by the major shareholder of UCCTV, interest bearing at 5% per annum and repayable on demand.
(iii) Amount due to Directors are unsecured, interest free and have no fixed term of repayment.
(iv) During the current interim period, the remuneration for key management personnel of the Group (all are Directors) was US$258,288 (six months ended 30 June 2010: US$239,520). Director's benefit-in-kind of US$17,990 (six months ended 30 June 2010: US$21,580) was included in the above remuneration.
There were no other contracts of significance in which any Director has or had during the current interim period.
13. SUBSEQUENT EVENTS
There are no material subsequent events up to the date of approval of this report.
Related Shares:
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