19th Sep 2011 07:00
19 September 2011
Origo Partners Plc
("Origo" or the "Group")
Interim Financial Report for the six months ended 30 June 2011
Highlights for the six months ended 30 June, 2011 ("the Period"):
- Total investments of more than US$49 million in new and existing portfolio companies
- Successful issue of US$60 million of convertible zero-dividend preferred shares in March 2011 to fund new identified value enhancing investment opportunities
- Profit before tax of US$19.4 million (30 June 2010: US$2.0 million)
- Revenues of US$1.3 million (30 June 2010: US$1.4 million)
- Operating loss of US$5.3 million (30 June 2010: US$1.0 million)
- Total administrative expenses of US$5.9 million (30 June 2010: US$1.7 million)
- Net asset value of US$225.1 million (31 December 2010: US$196.6 million, 30 June 2010: US$162.5 million)
- Net asset value per share of US$0.76 (31 December 2010: US$0.66)
- Ending cash position of US$51.9 million
Chief Executive's Statement
Following a successful US$60 million fund raising in March 2011, we continued to deliver on our strategy of identifying and investing in companies active in our key target sectors of natural resources, agriculture and clean-technologies.
In addition to providing us with new funds, the issue of new convertible preference shares in March enabled us to diversify our sources of funding whilst minimising the level of dilution of existing ordinary shareholders' interests. The convertible zero-dividend preferred shares provide a protected return and the opportunity to participate in Origo's future growth.
We announced total investments of more than US$49 million in the Period across six existing and four new portfolio companies, reflecting the growing scale and strength of our business and our ability to deploy capital across our target sectors.
The successful listing of Kincora Copper Ltd ("Kincora") on the TSX Venture Exchange post the end of the Period and the partial sale of our beneficial interest in Beijing Rising Information Technology Ltd for US$2.5 million in February 2011 continue our growing track record of creating exit opportunities for our investments.
Origo also continued to develop and launch new, innovative fund products during the Period and, as announced separately today, we have launched marketing for China Cleantech Partners, L.P. ("CCP").
CCP will invest in privately held Chinese cleantech companies either directly, or indirectly as a limited partner through the Origo Xinxiang Renewable Energy Fund, L.P, a RMB 500 million (US$77.5 million) denominated limited partnership established by Origo and the Municipal Government of Xinxiang, with a RMB 125 million commitment from the Xinxiang Investment Group. We are delighted to have successfully raised capital from the Chinese government following a long and productive due diligence process and, subject to domestic market conditions, we expect to grow significantly our renminbi fund management business in the future.
We also recently announced the formation of the MSE (Mongolian Stock Exchange) Liquidity Fund. This new fund will invest in Mongolia and provide investors with direct exposure through one product to the Mongolian Stock Exchange via investments in primarily the top ten traded companies listed on the exchange, high interest savings deposit rates on offer at Mongolian commercial banks and 100 per cent exposure to the Mongolian Tugrik.
We expect that management of third party investment vehicles will be an important part of our business model going forward. Beyond the opportunity to generate fee based income, fund management will allow us to grow our investor base, recruit and retain talent, expand into alternative asset classes, and secure investment opportunities which would not otherwise be accessible for the Group.
Portfolio review
In February 2011, Origo entered into an agreement to acquire a 49 per cent stake in Shanghai Evtech New Energy TechnologyLtd ("Evtech") for an initial investment of approximately US$550,000, subject to the achievement of certain operational and financial milestones. EVtech is in the early stage of commercialising a number of battery management systems and vehicle control units for the electric vehicle market.
In March 2011, we acquired an equity stake of up to a maximum of 29 per cent on a fully diluted basis in China Rice Ltd ("China Rice") for US$13 million. China Rice is one of China's leading privately held rice processing and distribution groups with an annual production capacity of approximately 300,000 tonnes and a strong resource and procurement base in one of China's largest rice producing belts. Following significant increases in the price of rice in the first half of the year and expected continued inflationary pressure on this commodity throughout the second half of 2011 and beyond, we announced a further investment of US$10 million in China Rice in August 2011. China Rice will use the proceeds of the financing as procurement funding to lock in supplies of paddy-rice at favourable prices in preparation for the high season (November to March), which Origo expects will significantly boost the company's financial performance in 2012. We view the rice sector as highly attractive given domestic food price inflation, growing demand from increasingly discerning Chinese consumers and sector profitability.
Also in March and April 2011, Origo contributed US$9 million to a US$22 million convertible note offering by Unipower Battery Ltd ("Unipower") to enable Unipower to increase production capacity to meet growing demand for the large polymer batteries it produces. Once the expansion is complete, Unipower expects to be among China's largest providers of lithium-ion batteries for the domestic electrical vehicle market. Origo continues to see enormous potential in investments in lithium ion battery firms serving the Chinese electric vehicle sector. The opening up of a new market to supply power storage solutions for China's power grid infrastructure also provides further strong growth potential.
Capping a busy month, in March Origo acquired a 9.7 percent equity stake in Celadon Mining Ltd ("Celadon"), a Chinese focused coal mining and exploration company, for approximately £8 million (US$13.1 million). Celadon owns four Chinese coal properties with a total estimated resource base (according to Chinese classification) of 260 million tonnes of a mixture of high ranked coal, including PCI and meager coal. Celadon produced small amounts of coal in 2010 and has the potential to significantly expand production to over 1 million tonnes per annum over the next 3 years, funded by existing operational cash flow. The outlook for coking coal demand in China remains very positive and we continue to be bullish on the sector, although we recognise the inherent risks in coal operations and commodity price fluctuations.
In June 2011, Origo acquired a 20 per cent equity stake in Moly World Ltd ("Moly World"), owner of an advanced stage molybdenum exploration project in Mongolia, for US$20 million and was granted an offtake covering up to 20 per cent of all future production for the life of mine. On the basis of two independent assessments, Origo believes that the project has the potential to host a world class molybdenum resource, benefiting from high grade and near surface mineralization. Moly World will use the proceeds to fund further exploration in order to produce a JORC-compliant resource estimate by December 2011. As a late stage project we have a clear view of Moly World's significant development potential and our confidence is supported by the ongoing switch in Chinese demand from lower quality to higher quality steels which require increased levels of molybdenum.
After the end of the Period, and following an initial agreement in April 2011, TSX Venture Exchange listed Brazilian Diamonds Ltd acquired Origo's 25 per cent equity stake, the right to subscribe for a further 50 per cent of the issued share capital of Kincora Group Ltd and a US$500,000 loan extended to Kincora Group Ltd. On completion of the transaction, Origo held a 34.8 per cent interest in the enlarged listed entity, renamed Kincora Copper Ltd (KCC: CN), which in turn held a 75 per cent interest in the Bronze Fox copper-gold deposit in Mongolia. Bronze Fox is an advanced copper gold exploration project, located close to the Oyu Tolgoi mine and the Chinese border. In August 2011, Kincora announced that it had successfully acquired the remaining 25 per cent holding in the Bronze Fox deposit which it did not already own in return for Kincora shares equivalent to 20 per cent of its value. Post this transaction, Origo now holds a 28 per cent stake in Kincora. Kincora also recently announced positive exploration results significantly extending the potential zone of copper mineralization and underlining its potential.
Financial performance
The Group recorded a profit after tax of US$19.3 million in the Period, significantly higher than the US$2.0 million profit achieved in the corresponding period of 2010. This increase was driven by a rise in investment income to US$25.4 million, primarily as a result of significant positive movements in the fair value of our portfolio.
Revenues were broadly stable at US$1.3 million compared to US$1.4 million in the first half of 2010 although administrative costs rose to US$5.9 million, of which US$2.4 million is due to one-off, non-cash based charges in the form of the reversal of accrued interest loans extended to aportfolio company.
The Directors' estimate of the fair value of Origo's portfolio of investments rose to US$222.6 million compared to US$113.4 million at the end of the corresponding period of 2010 and US$163.0 million at 31 December 2010. A large part of this increase - US$49 million was due to investments completed during the course of the Period. We have however written up the value of a number of holdings, including Gobi Coal & Energy Ltd to US$65.8 million (31 December 2010: US$52.7 million); Celadon Mining Ltd to US$24.4 million (cost of US$13.1 million); and Kincora Group Ltd toUS$11.6 million (31 December 2010: US$2.9 million). The increases in the estimated value in these holdings were partly offset for a total of US$12.1 million write down in value, including a write down in the value of our positions in IRCA Holdings Ltd by US$7.4 million and in Rising Technology Corporation Ltd by US$4.3 million.
At the end of the Period the Group had cash and cash equivalents of US$51.9 million compared to US$47.4 million at 30 June 2010 and US$33.4 million at the end of 2010. The increase is mainly a result of US$57.3 million in net proceeds following the issuance of the convertible zero-dividend preference shares in March 2011 offset by US$49 million of new investments and operating cash-flow of (US$0.6 million) during the Period.
Net asset value rose from US$162.5 million as at 30 June 2010 to US$225.1 million at the end of the Period, representing a net asset value per share of US$0.76.
Strategy and outlook
Despite renewed concerns about the health of developed economies, we remain confidentthat the Chinese economy is increasingly resilient to external crises and that it will continue to experience sustainable economic growth over the medium-term.
Domestic Chinese demand is increasingly important to the country's GDP growth compared to export demand and although the Chinese Government is currently taking steps to slow the economy, investment in domestic infrastructure such as housing and water infrastructure remains strong.
As a result, we remain committed to our existing investment strategy and have also begun to seek greater exposure to consumer markets to enable us to benefit further from emerging trends in the Chinese economy, such as our investment in China Rice.
We believe there is the potential for a number of revaluation and capital market events in the second half of the year, most notably of Gobi Coal & Energy Ltd which is expected to enter production later in the year or early next year.
As a Group, we will continue to build our asset management business bylaunching third-party funds, in particular RMB-denominated vehicles, launched in partnership with various Chinese local governments. We are presently in the late stages of evaluating a number of regional and sector specific fund opportunities, and we expect to be in a position to announce at least one more such partnership before the end of the year.
Mongolia continues to provide significant opportunities as a still largely untapped source of resources to feed China's growth and development, therefore wewill continue to target new investments in the country utilising our growing team on the ground. The next year may prove to be transformational for Mongolia with the expected entry into production of Oyu Tolgoi, the potential privatisation of TavanTolgoi and significant reform of the country's stock market.
Recent events have shown the risks of investing in Chinese companies, in particular for those investors who do not have an on the ground presence. Whilst we can never completely mitigate all such risks, we are confident that our approach to investing, with a focus on rigorous duediligence combined with active ownership, provides us and our shareholders with a safe and profitable way of investing in privately held Chinese businesses.
ENDS
Further information:
Origo Partners plc Chris Rynning Niklas Ponnert
|
+86 1390 124 6417
+86 1351 106 1672 |
Nominated Adviser and Broker Liberum Capital Limited Simon Atkinson/Richard Bootle
| +44 (0)20 3100 2222 |
Public Relations Aura Financial Andy Mills / Nina Legge | +44 (0)20 7321 0000 |
Interim Consolidated Statement of Comprehensive Income
For the six months ended 30 June 2011
(Unaudited) Six months ended 30 June 2011 | (Unaudited) Six months ended 30 June 2010 | ||
Notes | US$'000 | US$'000 | |
Revenue | 3 | 1,259 | 1,417 |
Cost of sales | 3 | (699) | (740) |
Gross profit | 560 | 677 | |
Share-based payments | 4/19 | (679) | 461 |
Other administrative expenses | 4 | (5,176) | (2,176) |
Total administrative expenses | 4 | (5,855) | (1,715) |
Loss from operations | (5,295) | (1,038) | |
Investment income | 7 | 25,386 | 2,296 |
Including: | |||
- Share of loss of an associate | (2) | (68) | |
Foreign exchange losses | (20) | (283) | |
Finance income | 640 | 1,060 | |
Finance costs | (1,292) | (41) | |
Profit before tax | 19,419 | 1,994 | |
Income tax | 8 | (139) | - |
Profit after tax | 19,280 | 1,994 | |
Other comprehensive income |
| ||
Exchange differences on translating foreign operations | 26 | 5 | |
Other comprehensive income for the period | 26 | 5 | |
Total comprehensive income before tax | 19,445 | 1,999 | |
Income tax effect | (139) | - | |
Total comprehensive income after tax | 19,306 | 1,999 | |
Profit after tax | |||
Attributable to: | |||
- Owners of the parent | 19,406 | 2,020 | |
- Non-controlling interests | (126) | (26) | |
| 19,280 | 1,994 | |
Total comprehensive income | |||
Attributable to: |
| ||
- Owners of the parent | 19,432 | 2,025 | |
- Non-controlling interests | (126) | (26) | |
| 19,306 | 1,999 | |
Basic EPS | 9 | 6.48 cents | 0.90 cents |
Diluted EPS | 9 | 5.96 cents | 0.90 cents |
The accompanying notes form an integral part of these financial statements.
Interim Consolidated Statement of Financial Position
As at 30 June 2011
Assets | Notes | (Unaudited) 30 June 2011 US$'000 | (Unaudited) 30 June 2010 US$'000 | (Audited) 31 December 2010 US$'000 |
| |
Non-current assets | ||||||
Property, plant and equipment (PPE) | 95 | 63 | 42 | |||
Intangible assets | 13 | 15 | 14 | |||
Investments at fair value through profit or loss | 10 | 188,546 | 94,310 | 127,963 | ||
Loans | 13 | 32,274 | 18,989 | 34,942 | ||
Loan interest receivables | 1,974 | 1,120 | 1,529 | |||
Available-for-sale investments | 49 | 49 | 49 | |||
Investment in an associate | 12 | 71 | 21 | 73 | ||
Other investments | 6 | 15 | 13 | |||
Derivative financial assets | 14 | 5,151 | - | - | ||
| 228,179 | 114,582 | 164,625 | |||
Current assets | ||||||
Inventories | 9 | 52 | 52 | |||
Trade and other receivables | 15 | 3,800 | 3,591 | 5,299 | ||
Cash and bank balances | 51,880 | 47,437 | 33,411 | |||
| 55,689 | 51,080 | 38,762 | |||
Total assets | 283,868 | 165,662 | 203,387 | |||
Current liabilities | ||||||
Trade and other payables | 16 | 828 | 2,103 | 3,964 | ||
Deferred income tax liability | 1,146 | 546 | 1,270 | |||
Provision | 2,210 | 557 | 1,562 | |||
| 4,184 | 3,206 | 6,796 | |||
Total assets less current liabilities | 279,684 | 162,456 | 196,591 | |||
Non-current liabilities | ||||||
Liability component of convertible zero dividend preference shares | 17 | 54,568 | - | - | ||
Net assets | 225,116 | 162,456 | 196,591 | |||
Equity attributable to owners of the parent | ||||||
Issued capital | 18 | 47 | 47 | 47 | ||
Share premium | 119,261 | 119,261 | 119,261 | |||
Share-based payment reserve | 5,521 | 5,409 | 5,490 | |||
Retained earnings | 94,394 | 40,941 | 74,988 | |||
Translation reserve | (1,443) | (1,495) | (1,469) | |||
Equity component of convertible zero dividend preference shares | 7,462 | - | - | |||
Other reserve | (1,432) | (1,432) | (1,432) | |||
223,810 | 162,731 | 196,885 | ||||
Non-controlling interests | 1,306 | (275) | (294) | |||
Total equity | 225,116 | 162,456 | 196,591 | |||
Total equity and liabilities |
| 283,868 | 165,662 | 203,387 | ||
The accompanying notes form an integral part of these financial statements.
Interim Consolidated Statement of Cash Flows
For the six months ended 30 June 2011
(Unaudited) | (Unaudited) | ||
Six months ended | Six months ended | ||
30 June 2011 | 30 June 2010 | ||
Notes | US$'000 | US$'000 | |
Profit before tax | 19,420 | 1,994 | |
Adjustments for: | |||
Depreciation | 15 | 12 | |
Share-based payments | 19 | 679 | (461) |
Provision for impairment of loan interest receivables | 2,404 | - | |
Unrealised gains on investments at FVTPL* | 7 | (23,693) | (3,022) |
Unrealised (gain)/loss on loans | 7 | (114) | 658 |
Fair value gain on derivative financial assets | 7 | (1,608) | - |
Realised losses on disposal of an investment | 7 | 27 | - |
Share of loss of an associate | 7 | 2 | 68 |
Foreign exchange losses | 20 | 283 | |
Finance income | (640) | (1,060) | |
Return on convertible zero dividend preference shares | 17 | 1,237 | - |
Operating loss before changes in working capital and provisions | (2,251) | (1,528) | |
Decrease/(increase) in trade and other receivables | 15 | 1,671 | (1,032) |
(Decrease)/increase in trade and other payables | 16 | (61) | 684 |
Decrease in inventories | 43 | (1) | |
Net cash outflow from operations | (598) | (1,877) | |
Investing activities | |||
(Purchases)/disposal of property, plant and equipment | (61) | 4 | |
Purchases of investments at FVTPL | (37,731) | (4,359) | |
Purchases of loans | (11,418) | (1,446) | |
Proceeds from disposals of investments at FVTPL | 8,880 | - | |
Proceeds from repayment of loans | 1,200 | 394 | |
Finance income received | 25 | - | |
Net cash flows outflow from investing activities | (39,105) | (5,407) | |
Financing activities | |||
Issue of convertible zero dividend preference shares | 17 | 60,000 | - |
Transaction costs of issue of convertible zero dividend preference shares | 17 | (2,749) | - |
Issue of ordinary shares | - | 29,488 | |
Net cash flows inflow from financing activities | 57,251 | 29,488 | |
Net increase in cash and cash equivalents | 17,548 | 22,204 | |
Effect of exchange rate changes on cash and cash equivalents | 921 | 239 | |
Cash and cash equivalents at beginning of period | 33,411 | 24,994 | |
Cash and cash equivalents at end of period | 51,880 | 47,437 |
* FVTPL refers to fair value through profit or loss
The accompanying notes form an integral part of these financial statements.
Interim Consolidated Statement of Changes in Equity
For the six months ended 30 June 2011
Attributable to equity holders of the parent
Issued capital US$'000 | Share premium US$'000 | Share- based payment reserve US$'000 | Retained earnings US$'000 | Equity component of CZDP* US$'000 | Other reserve US$'000 | Translation reserve US$'000 | Total US$'000 |
Non-controlling interests US$'000 | Total equity US$'000 | |||||
At 1 January 2011 | 47 | 119,261 | 5,490 | 74,988 | - | (1,432) | (1,469) | 196,885 | (294) | 196,591 | ||||
Profit for the period | - | - | - | 19,406 | - | - | - | 19,406 | (126) | 19,280 | ||||
Other comprehensive income | - | - | - | - | - | - | 26 | 26 | - | 26 | ||||
Total comprehensive income | - | - | - | 19,406 | - | - | 26 | 19,432 | (126) | 19,306 | ||||
Issue of convertible zero dividend preference shares | - | - | - | - | 7,462 | - | - | 7,462 | - | 7,462 | ||||
Share-based payment expense | - | - | 31 | - | - | - | - | 31 | - | 31 | ||||
Consolidation of a subsidiary | - | - | - | - | - | - | - | - | 1,726 | 1,726 | ||||
At 30 June 2011 | 47 | 119,261 | 5,521 | 94,394 | 7,462 | (1,432) | (1,443) | 223,810 | 1,306 | 225,116 | ||||
* CZDP refers to convertible zero dividend preference shares.
Attributable to equity holders of the parent
Issued capital US$'000 | Share premium US$'000 | Share- based payment reserve US$'000 | Retained earnings US$'000 | Other reserve US$'000 | Translation reserve US$'000 | Total US$'000 |
Non-controlling interests US$'000 | Total equity US$'000 | |
At 1 January 2010 | 35 | 89,785 | 6,427 | 38,921 | (1,432) | (1,500) | 132,236 | (249) | 131,987 |
Profit for the period | - | - | - | 2,020 | - | - | 2,020 | (26) | 1,994 |
Other comprehensive income | - | - | - | - | - | 5 | 5 | - | 5 |
Total comprehensive income | - | - | - | 2,020 | - | 5 | 2,025 | (26) | 1,999 |
Proceeds from share issues for cash | 12 | 29,476 | - | - | - | - | 29,488 | - | 29,488 |
Share-based payment expense | - | - | (1,018) | - | - | - | (1,018) | - | (1,018) |
At 30 June 2010 | 47 | 119,261 | 5,409 | 40,941 | (1,432) | (1,495) | 162,731 | (275) | 162,456 |
The accompanying notes form an integral part of these financial statements.
Notes to the Interim Condensed Consolidated Financial Statements
For the six months ended 30 June 2011
1 General information
Origo Partners Plc is a limited liability company incorporated and domiciled in the Isle of Man whose shares are publicly traded on the AIM market of the London Stock Exchange.
The Company and its subsidiaries are collectively referred to as the Group.
The principal activities of the Group are described in note 6.
These interim condensed consolidated financial statements have been approved and authorised for issue by the Company's board of directors on 16 September 2011.
2 Basis of preparation and significant accounting policies
2.1 Basis of preparation
These interim condensed consolidated financial statements have been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting".
These interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Group's annual financial statements for the year ended 31 December 2010.
2.2 Significant accounting policies
The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group's annual financial statements for the year ended 31 December 2010, except for the adoption of new standards and interpretations as of 1 January 2011, noted below:
lAS 24 Related Party Transactions (Amendment)
The IASB has issued an amendment to lAS 24 that clarifies the definitions of a related party. The new definitions emphasize a symmetrical view of related party relationships as well as clarifying in which circumstances persons and key management personnel affect related party relationships of an entity. Secondly, the amendment introduces an exemption from the general related party disclosure requirements for transactions with a government and entities that are controlled, jointly controlled or significantly influenced by the same government as the reporting entity. The adoption of the amendment did not have material impact on the financial position or performance of the Group.
IAS 32 Financial Instruments: Presentation (Amendment)
The amendment alters the definition of a financial liability in lAS 32 to enable entities to classify rights issues and certain options or warrants as equity instruments. The amendment is applicable if the rights are given pro rata to all of the existing owners of the same class of an entity's non-derivative equity instruments, to acquire a fixed number of the entity's own equity instruments for a fixed amount in any currency. The amendment has had no material effect on the financial position or performance of the Group.
IFRIC 14 Prepayments of a Minimum Funding Requirement (Amendment)
The amendment removes an unintended consequence when an entity is subject to minimum funding requirements (MFR) and makes an early payment of contributions to cover such requirements. The amendment permits a prepayment of future service cost by the entity to be recognized as pension asset. The amendment to the interpretation had no material effect on the financial position or performance of the Group.
Notes to the Interim Condensed Consolidated Financial Statements (Continued)
For the six months ended 30 June 2011
2 Basis of preparation and significant accounting policies (Continued)
2.2 Significant accounting policies (Continued)
Improvements to IFRSs (issued May 2010)
In May 2010, the IASB issued its third omnibus of amendments to its standards, primarily with a view to removing inconsistencies and clarifying wording. There are separate transitional provisions for each standard. The adoption of the following amendments resulted in certain changes to accounting policies, but did not have significant impact on the financial position or performance of the Group.
(a) IFRS 3 Business Combinations: Limits the measurement choice of minority interests at fair value or at the proportionate share of the acquiree's identifiable net assets to components of minority interests that are present ownership interests and entitle their holders to a proportionate share of the entity's net assets in the event of liquidation. Other components of minority interests are measured at their acquisition date fair value, unless another measurement basis is required by another IFRS.
(b) IAS 34 Interim Financial Statements: Requires additional disclosures for fair values and changes in classification of financial assets, as well as changes to contingent assets and liabilities in interim condensed financial statements.
Other amendments resulting from improvements to IFRSs to the following standards did not have significant impact on the accounting policies, financial position or performance of the Group.
(a) IFRS 3 Business Combinations: Clarifies that the amendments to IFRS 7, IAS 32 and IAS 39 that eliminate the exemption for contingent consideration do not apply to contingent consideration that arose from business combinations whose acquisition dates precede the application of IFRS 3 (as revised in 2008).
The amendments also add explicit guidance to clarify the accounting treatment for non-replaced and voluntarily replaced share-based payment awards.
(b) IAS 27 Consolidated and Separate Financial Statements: Clarifies that the consequential amendments from IAS 27 (as revised in 2008) made to IAS 21, IAS 28 and IAS 31 shall be applied prospectively for annual periods beginning on or after 1 July 2009 or earlier if IAS 27 is applied earlier.
The Group has not early adopted any other standard, interpretation or amendment that was issued but is not yet effective.
Notes to the Interim Condensed Consolidated Financial Statements (Continued)
For the six months ended 30 June 2011
3 Revenue and cost of sales
| (Unaudited) Six months ended 30 June 2011 US$'000 | (Unaudited) Six months ended 30 June 2010 US$'000 |
Revenue | ||
Consulting services | 1,049 | 1,077 |
Fund consulting | 162 | - |
Furniture trading | 48 | 340 |
Total | 1,259 | 1,417 |
Cost of sales | ||
Consulting services | 623 | 367 |
Furniture trading | 35 | 336 |
Business tax | 41 | 37 |
Total | 699 | 740 |
4 Administrative expenses
| (Unaudited) Six months ended 30 June 2011 US$'000 | (Unaudited) Six months ended 30 June 2010 US$'000 |
Employee expenses | 1,433 | 959 |
Professional fees | 576 | 622 |
Including: | ||
- Audit fees | 15 | 2 |
Share-based payments | 679 | (461) |
Depreciation expenses | 15 | 12 |
Provision for impairment of loan interest receivables | 2,404 | - |
Acquisition cost | - | 15 |
Others | 748 | 568 |
Total | 5,855 | 1,715 |
Notes to the Interim Condensed Consolidated Financial Statements (Continued)
For the six months ended 30 June 2011
5 Directors' remuneration
|
|
|
| (Unaudited) Six months ended 30 June 2011 US$'000 | (Unaudited) Six months ended 30 June 2010 US$'000 |
Directors' emoluments | 533 | 403 | |||
Share-based payment expenses | 527 | (353) | |||
|
|
|
| 1,060 | 50 |
Directors' remuneration for the six months ended 30 June 2011 and number of options held were as follows:
Name | Salaries*US$'000 | Director FeeUS$'000 | Share-based payments**US$'000 | TotalUS$'000 | Number of options |
Mr. Wang Chao Yong | 75 | - | 176 | 251 | 4,000,000 |
Mr. Chris A Rynning | 137 | - | 176 | 313 | 1,000,000 |
Mr. Niklas Ponnert | 113 | - | 175 | 288 | 2,800,000 |
Mr. Christopher Jemmett | - | 134 | - | 134 | 100,000 |
Mr. Dipankar Basu*** | - | 74 | - | 74 | 100,000 |
325 | 208 | 527 | 1,060 | 8,000,000 |
Directors' remuneration for the six months ended 30 June 2010 and number of options held were as follows:
Name | Salaries*US$'000 | Director FeeUS$'000 | Share-based payments**US$'000 | TotalUS$'000 | Number of options | |||
Mr. Wang Chao Yong | 75 | - | (112) | (37) | 4,000,000 | |||
Mr. Chris A Rynning | 137 | - | 75 | 212 | 1,000,000 | |||
Mr. Niklas Ponnert | 113 | - | (304) | (191) | 2,800,000 | |||
Mr. Christopher Jemmett | - | 39 | (6) | 33 | 100,000 | |||
Mr. Dipankar Basu*** | - | 39 | (6) | 33 | 100,000 | |||
325 | 78 | (353) | 50 | 8,000,000 | ||||
* Short term employee benefits
** Share-based payments refer to expenses arising from the Company's share option scheme (see note 19 for details).
*** Resigned from the Board on 16 February 2011.
Notes to the Interim Condensed Consolidated Financial Statements (Continued)
For the six months ended 30 June 2011
6 Operating segment information
The Group's primary reporting format for reporting segment information is by operating segment based on the nature of its business which was private equity investments, fund consulting, consulting services, and furniture trading for the six months ended 30 June 2011 and 2010.
The Group mainly had five geographical segments based on the location of assets. The segments are defined as Isle of Man, Guernsey, Malaysia, China and others.
For the six months ended 30 June 2011 (Unaudited)
| Private equity investments | Fund consulting | Consulting services | Furniture trading | Total |
US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | |
Revenue | |||||
External | - | 162 | 1,049 | 48 | 1,259 |
Finance income | 640 | - | - | - | 640 |
Total revenue | 640 | 162 | 1,049 | 48 | 1,899 |
Expenses | |||||
Cost of sales | (60) | - | (604) | (35) | (699) |
Operation expenses | (2,025) | - | (3,037) | (114) | (5,176) |
Share-based payments | (407) | - | (272) | - | (679) |
Finance costs | (1,290) | - | - | (2) | (1,292) |
Other | |||||
Investment income/(loss) | 25,394 | - | (8) | - | 25,386 |
Foreign exchange losses | (20) | - | - | - | (20) |
Income tax | (139) | - | - | - | (139) |
Total profit / (loss) after tax | 22,093 | 162 | (2,872) | (103) | 19,280 |
As at 30 June 2011 (Unaudited)
| |||||
Statement of financial position | |||||
Total assets | 283,693 | 90 | - | 85 | 283,868 |
(Total liabilities) | (58,685) | - | - | (67) | (58,752) |
Net assets | 225,008 | 90 | - | 18 | 225,116 |
For the six months ended 30 June 2011 (Unaudited)
| Isle of ManUS$'000 | GuernseyUS$'000 | MalaysiaUS$'000 | ChinaUS$'000 | OthersUS$'000 | TotalUS$'000 |
External revenue | 651 | - | - | 388 | 220 | 1,259 |
Non-current assets | - | - | 77 | 46 | 63 | 186 |
6 Operating segment information(Continued)
For the six months ended 30 June 2010 (Unaudited)
| Private equity investments | Fund consulting | Consulting services | Furniture trading | Total |
US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | |
Revenue | |||||
External | - | - | 1,077 | 340 | 1,417 |
Finance income | 1,060 | - | - | - | 1,060 |
Total revenue | 1,060 | - | 1,077 | 340 | 2,477 |
Expenses | |||||
Cost of sales | (126) | - | (278) | (336) | (740) |
Operation expenses | (1,215) | - | (868) | (93) | (2,176) |
Share-based payments | 276 | - | 185 | - | 461 |
Finance costs | (40) | - | - | (1) | (41) |
Other | |||||
Investment income/(loss) | 2,364 | - | (68) | - | 2,296 |
Foreign exchange losses | (283) | - | - | - | (283) |
Total profit / (loss) after tax | 2,036 | - | 48 | (90) | 1,994 |
As at 30 June 2010 (Unaudited)
| |||||
Statement of financial position | |||||
Total assets | 165,166 | 3 | 186 | 307 | 165,662 |
(Total liabilities) | (2,836) | - | (348) | (22) | (3,206) |
Net assets | 162,330 | 3 | (162) | 285 | 162,456 |
For the six months ended 30 June 2010 (Unaudited)
| Isle of ManUS$'000 | GuernseyUS$'000 | MalaysiaUS$'000 | ChinaUS$'000 | OthersUS$'000 | TotalUS$'000 |
External revenue | 996 | - | - | 81 | 340 | 1,417 |
Non-current assets | - | - | 36 | 63 | 15 | 114 |
Notes to the Interim Condensed Consolidated Financial Statements (Continued)
For the six months ended 30 June 2011
7 Investment income
|
| (Unaudited) Six months ended 30 June 2011 US$'000 | (Unaudited) Six months ended 30 June 2010 US$'000 |
Unrealised gains/(losses) | |||
- Investments at FVTPL* | 23,693 | 3,022 | |
- Loans | 114 | (658) | |
- Derivative financial assets | 1,608 | - | |
Realised losses on disposal of an investment | (27) | - | |
Share of loss of an associate | (2) | (68) | |
Total | 25,386 | 2,296 | |
* FVTPL refers to fair value through profit or loss
8 Income tax
No provision for current tax was made for the year as the subsidiaries had no assessable profit. As the Company is not in receipt of income from Manx land or property and does not hold a Manx banking licence, it is taxed at the standard rate of 0% on the Isle of Man. As the Company is quoted on AIM market of the London Stock Exchange, it is outside the scope of the Attribution Regime for Individuals.
(Unaudited) Six months ended 30 June 2011US$'000 | (Unaudited) Six months ended 30 June 2010US$'000 | |
Current income tax | 263 | - |
Deferred income tax* | (124) | - |
Total income taxes in the statement of comprehensive income | 139 | - |
* The deferred income tax comes from net change in fair value loss of Rising Technology Corporation Ltd and fair value gain of Celadon Mining Ltd, estimated in accordance with the relevant tax laws and regulations in the PRC.
Notes to the Interim Condensed Consolidated Financial Statements (Continued)
For the six months ended 30 June 2011
9 Earnings per share
Numerator | (Unaudited) Six months ended 30 June 2011 US$'000 | (Unaudited) Six months ended 30 June 2010 US$'000 | ||
Profit for the period attributable to owners of the parent as used in the calculation of basic earnings per share | 19,280 | 1,994 |
| |
Interest on convertible zero dividend preference shares | 1,237 | - |
| |
Profit for the period attributable to owners of the parent as used in the calculation of diluted earnings per share | 20,517 | 1,994 |
| |
| ||||
Denominator | (Unaudited) 30 June 2011 Number of shares | (Unaudited) 30 June 2010 Number of shares |
| |
Weighted average number of ordinary shares for basic EPS | 297,563,069 | 221,654,998 |
| |
Effect of dilution: |
| |||
Weighted average number of convertible zero dividend preference shares for basic EPS | 39,430,067 | - |
| |
Share of options | 7,032,534 | 946,100 |
| |
Weighted average number of ordinary shares adjusted for the effect of dilution | 344,025,670 | 222,601,098 |
| |
Basic EPS | 6.48 cents | 0.90 cents |
| |
Diluted EPS | 5.96 cents | 0.90 cents |
| |
10 Investments at fair value through profit or loss
As at 30 June 2011 (Unaudited)
Name* | Country of incorporation | Fair Value hierarchy level | Proportion of ownership interest | Cost US$'000 | Fair value US$'000 |
IRCA Holdings Ltd | British Virgin Islands | 3 | 49.1% | 9,505 | 2,104 |
Resource Investment Capital Ltd | British Virgin Islands | 3 | 39.8% | 287 | 287 |
Roshini International Bio-Energy Corporation | British Virgin Islands | 3 | 35.9% | 17,050 | - |
China Rice Ltd | British Virgin Islands | 3 | 32.1% | 13,000 | 13,000 |
Kincora Group Ltd | British Virgin Islands | 3 | 25.0% | 2,925 | 11,086 |
Moly World Ltd | British Virgin Islands | 3 | 20.0% | 10,000 | 10,000 |
R.M.Williams Agricultural Holdings Pty Ltd | Australia | 3 | 19.3% | 20,000 | 31,229 |
Gobi Coal & Energy Ltd**** | British Virgin Islands | 3 | 17.9% | 14,960 | 66,744 |
Achieve Stars Development Ltd | British Virgin Islands | 3 | 17.1% | 4,700 | 4,700 |
Unipower Battery Ltd | Cayman Islands | 3 | 16.5% | 4,301 | 4,301 |
Fans Media Co., Ltd | British Virgin Islands | 3 | 14.3% | 2,360 | 2,360 |
Celadon Mining Ltd | British Virgin Islands | 3 | 9.7% | 13,069 | 24,358 |
Staur Aqua AS | Norway | 3 | 9.2% | 719 | 804 |
HaloSource Inc | USA | 3 | 4.3% | 3,121 | 7,226 |
Brazilian Diamonds Ltd**** | Canada | 1 | 3.5% | 94 | 322 |
Bach Technology GmbH** | Germany | 3 | 2.5% | 60 | 206 |
Kooky Panda Ltd | Cayman Islands | 3 | 1.2% | 25 | 25 |
Fram Exploration AS | Norway | 3 | 1.1% | 1,501 | 1,662 |
Rising Technology Corporation Ltd/Beijing Rising Information Technology Ltd*** | British Virgin Islands/ PRC | 3 | 2%/1.6% | 5,565 | 5,321 |
Other quoted investments**** | 1 | 3,016 | 2,811 | ||
Total |
| 126,258 | 188,546 |
Notes to the Interim Condensed Consolidated Financial Statements (Continued)
For the six months ended 30 June 2011
10 Investments at fair value through profit or loss (Continued)
* There are no significant restrictions that will have an impact on ability to transfer these investments, except a lock up of the shares of HaloSource Inc which will expire in October 2011.
** The Company exchanged its equity holding in Bach Technology AS upon the completion of acquisition of Bach Technology AS by Bach Technology GmbH.
*** 2% equity stake in Rising Technology Corporation Ltd and 1.6% beneficial interest in Beijing Rising Information Technology Ltd, a company incorporated in the PRC, under a nominee agreement.
**** Investments held by China Commodities Absolute Return Ltd ("CCF"), a commodities hedge fund managed by the Group. The Group ceased to recognize CCF as an investment at FVTPL on 1 May 2011 when its ownership in CCF increased to 60% and instead recognized its separate assets and liabilities (see note 11 for details).
The proportion of ownership interest held by CCF in unlisted investments is as follows:
Name* | Proportion of ownership interest | Cost US$'000 | Fair value US$'000 |
Gobi Coal & Energy Ltd | 0.3% | 252 | 902 |
Brazilian Diamonds Ltd | 0.4% | 12 | 40 |
In accordance with IFRS 7: Financial Instruments: Disclosures, financial instruments recognized at fair value are required to be analysed between those whose fair value is based on:
a) Quoted prices in active markets for identical assets or liabilities (Level 1);
b) Those involving inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices) (Level 2); and
c) Those with inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3).
During the period, there were no transfers between Levels.
Statement of changes in investments at fair value through profit or loss based on level 3:
(Unaudited) Six month ended 30 June 2011 US$'000 | ||
Opening balance | 127,963 | |
Acquisitions | 31,649 | |
Transfer from loans on conversion to equity | 13,000 | |
Increase upon the consolidation of CCF | 390 | |
Proceeds from disposals | (11,380) | |
Net exchange difference | 2,725 | |
Movement in unrealised gain on investments |
| |
- In profit or loss | 21,066 | |
Closing balance | 185,413 |
Notes to the Interim Condensed Consolidated Financial Statements (Continued)
For the six months ended 30 June 2011
10 Investments at fair value through profit or loss (Continued)
As at 30 June 2010 (Unaudited)
Name* | Country of incorporation | Fair Value hierarchy level | Proportion of ownership interest | Cost US$'000 | Fair value US$'000 |
IRCA Holdings Ltd | British Virgin Islands | 3 | 49.1% | 9,505 | 9,505 |
Possibility Space Incorporated | British Virgin Islands | 3 | 46.9% | 1,834 | 1,433 |
Roshini International Bio-Energy Corporation | British Virgin Islands | 3 | 35.9% | 17,050 | - |
China Commodities Absolute Return Ltd | Isle of Man | 3 | 27.3% | 400 | 394 |
R.M.Williams Agricultural Holdings Pty Ltd | Australia | 3 | 20.1% | 20,000 | 24,662 |
Gobi Coal & Energy Ltd | British Virgin Islands | 3 | 17.8% | 14,708 | 26,337 |
HaloSource Inc | USA | 3 | 16.5% | 10,000 | 10,000 |
Fans Media Co., Ltd | British Virgin Islands | 3 | 14.3% | 2,360 | 2,360 |
Achieve Stars Development Ltd | British Virgin Islands | 3 | 11.8% | 3,000 | 3,000 |
Bumbat Consolidated Ltd | British Virgin Islands | 3 | 11.3% | 1,000 | 1,000 |
Huremtiin Hyar LLC | Mongolia | 3 | 10.0% | 300 | 300 |
Staur Aqua AS | Norway | 3 | 9.2% | 719 | 667 |
E-Bill (China) Holding Ltd | Cayman Islands | 3 | 7.1% | 2,000 | 2,000 |
Bach Technology AS | Norway | 3 | 3.3% | 60 | 171 |
Rising Technology Corporation Ltd/Beijing Rising Information Technology Ltd | British Virgin Islands/ PRC | 3 | 2.0% | 7,000 | 12,456 |
Kooky Panda Ltd | Cayman Islands | 3 | 1.2% | 25 | 25 |
Total |
| 89,961 | 94,310 |
As at 31 December 2010 (Audited)
Name* | Country of incorporation | Fair Value hierarchy level | Proportion of ownership interest | Cost US$'000 | Fair value US$'000 |
IRCA Holdings Ltd | British Virgin Islands | 3 | 49.1% | 9,505 | 9,505 |
Resources Investment Capital Ltd | British Virgin Islands | 3 | 41.7% | 287 | 287 |
Roshini International Bio-Energy Corporation | British Virgin Islands | 3 | 35.9% | 17,050 | - |
China Commodities Absolute Return Ltd | Isle of Man | 3 | 27.3% | 400 | 512 |
Kincora Group Ltd | British Virgin Islands | 3 | 25.0% | 2,925 | 2,925 |
R.M.Williams Agricultural Holdings Pty Ltd | Australia | 3 | 19.3% | 20,000 | 28,547 |
Gobi Coal & Energy Ltd | British Virgin Islands | 3 | 19.5% | 14,708 | 52,674 |
Achieve Stars Development Ltd | British Virgin Islands | 3 | 17.1% | 4,700 | 4,700 |
Unipower Battery Ltd | Cayman Islands | 3 | 16.5% | 4,301 | 4,301 |
Fans Media Co., Ltd | British Virgin Islands | 3 | 14.3% | 2,360 | 2,360 |
Huremtiin Hyar LLC | Mongolia | 3 | 10.0% | 300 | 300 |
Staur Aqua AS | Norway | 3 | 9.2% | 719 | 739 |
HaloSource Inc | USA | 3 | 4.3% | 3,121 | 7,293 |
Bach Technology AS | Norway | 3 | 3.3% | 60 | 189 |
Rising Technology Corporation Ltd/ Beijing Rising Information Technology Ltd | British Virgin Islands/ PRC | 3 | 2.0% | 7,000 | 12,079 |
Kooky Panda Ltd | Cayman Islands | 3 | 1.2% | 25 | 25 |
Fram Exploration AS | Norway | 3 | 1.1% | 1,501 | 1,527 |
Total |
|
|
| 88,962 | 127,963 |
Notes to the Interim Condensed Consolidated Financial Statements (Continued)
For the six months ended 30 June 2011
11 Consolidation of China Commodities Absolute Return Ltd
China Commodities Absolute Return Ltd ("CCF") is an open ended commodity hedge fund registered in the Isle of Man, which invests principally in commodity related derivatives and equities, with a particular focus on China event driven opportunities.
On 1 May 2011, the Group made further subscriptions of US$2 million in CCF, at which point the Group's ownership increased to 60%. Following further subscription of US$4 million on 1 June 2011, the Group's ownership increased to 79.5%. The Group has consolidated the separate assets and liabilities of CCF from 1 May 2011 and has consolidated the transactions of CCF for the period from 1 May 2011 to 30 June 2011.
The Group has elected to measure the non-controlling interests in CCF at the proportionate share of the acquiree's identifiable net assets.
The assets and liabilities of CCF at the date of consolidation on 1 May 2011 and at 30 June 2011 were as follows:
1 May 2011 | 30 June 2011 | |
US$'000 | US$'000 | |
Non-current assets | ||
Investments at fair value through profit or loss | 2,081 | 3,753 |
Current assets | ||
Cash and cash equivalents | 431 | 4,425 |
Total assets | 2,512 | 8,178 |
Current liabilities | ||
Other payables | 135 | 228 |
Total liabilities | 135 | 228 |
Net assets | 2,377 | 7,950 |
12 Investment in an associate
The following entity meets the definition of an associate and has been accounted for in the consolidated financial statements on an equity basis:
As at 30 June 2011 (Unaudited)
Name | Country of incorporation | Proportion of voting rights held |
Dragon Ports Ltd ("DP") | British Virgin Islands | 44.7% (Owned by Ascend Ventures Ltd) |
Amounts relating to the associate for the six months ended 30 June 2011 are as follows:
US$'000 | |
Total assets | 1,415 |
Total liabilities | 794 |
Revenue | 316 |
Loss | (4) |
Notes to the Interim Condensed Consolidated Financial Statements (Continued)
For the six months ended 30 June 2011
12 Investment in an associate (Continued)
As at 30 June 2010 (Unaudited)
Name | Country of incorporation | Proportion of voting rights held |
Dragon Ports Ltd ("DP") | British Virgin Islands | 44.7% (Owned by Ascend Ventures Ltd) |
Amounts relating to the associate for the six months ended 30 June 2010 are as follows:
US$'000 | |
Total assets | 1,178 |
Total liabilities | 645 |
Revenue | 218 |
Loss | (153) |
As at 31 December 2010 (Audited)
Name | Country of incorporation | Proportion of voting rights held |
Dragon Ports Ltd | British Virgin Islands | 44.7% (Owned by Ascend Ventures Ltd) |
Amounts relating to the associate for 2010 are as follows:
2010 | |
US$'000 | |
Total assets | 1,411 |
Total liabilities | 772 |
Revenues | 760 |
Loss | (38) |
13 Loans
The Group has entered into convertible credit agreements with certain investee companies, with the rights to convert the outstanding principal balance of relevant loans into borrower's shares according to certain conversion conditions as set forth in the table below.
As at 30 June 2011 (Unaudited) |
| ||||||||
| Borrower | Loan principal | Fair value | ||||||
| US$'000 | US$'000 | |||||||
| Convertible credit agreements* | ||||||||
| Dragon Ports Ltd | 173 | 173 | ||||||
| IRCA Holdings Ltd** | 11,645 | 11,645 | ||||||
| Kincora Group Ltd | 500 | 500 | ||||||
| R.M.Williams Agricultural Holdings Pty Ltd | 3,090 | 3,060 | ||||||
| Roshini International Bio-Energy Corporation | 392 | - | ||||||
| Staur Aqua AS** | 3,848 | 4,492 | ||||||
| Unipower Battery Ltd | 9,000 | 9,000 | ||||||
| Sub-total | 28,648 | 28,870 | ||||||
Notes to the Interim Condensed Consolidated Financial Statements (Continued)
For the six months ended 30 June 2011
13 Loans (Continued)
Loan principal | Amortised cost | |||
Borrower | US$'000 | US$'000 | ||
Loan agreements* | ||||
China Silvertone Investment Co Ltd | 478 | 478 | ||
Shanghai Evtech New Energy Technology Ltd | 197 | 197 | ||
IRCA Holdings Ltd | 2,158 | 2,184 | ||
Smartron 5 Inc | 520 | 520 | ||
View Step Corporation Ltd | 25 | 25 | ||
Sub-total | 3,378 | 3,404 | ||
Total |
|
| 32,026 | 32,274 |
* Loans in relation to convertible credit agreements are measured at fair value. Loans in relation to loan agreements are measured at amortised cost using the effective interest rate method less any identified impairment losses.
** The convertible loan of US$7.1 million (cost: US$7.1 million) in IRCA Holdings Ltd and US$4.5 million (cost: US$3.8 million) in Staur Aqua AS are held by ORP. Except these two loans, all other loans belong to the Company.
As at 30 June 2010 (Unaudited)
| ||||
Borrower | Loan principal | Fair value | ||
US$'000 | US$'000 | |||
Convertible credit agreements* | ||||
Roshini International Bio-Energy Corporation | 60 | 60 | ||
Dragon Ports Ltd | 173 | 173 | ||
R.M.Williams Agricultural Holdings Pty Ltd | 3,090 | 2,857 | ||
Staur Aqua AS | 3,228 | 3,180 | ||
IRCA Holdings Ltd | 10,145 | 10,145 | ||
Sub-total | 16,696 | 16,415 | ||
Loan principal | Amortised cost | |||
Borrower | US$'000 | US$'000 | ||
Loan agreements* | ||||
China Silvertone Investment Co Ltd | 478 | 478 | ||
IRCA Holdings Ltd | 2,158 | 2,096 | ||
Sub-total | 2,636 | 2,574 | ||
Total |
|
| 19,332 | 18,989 |
Notes to the Interim Condensed Consolidated Financial Statements (Continued)
For the six months ended 30 June 2011
13 Loans (Continued)
As at 31 December 2010 (Audited) | ||||
Borrower | Loan principal | Fair value | ||
US$'000 | US$'000 | |||
Convertible credit agreements* | ||||
Roshini International Bio-Energy Corporation | 239 | 239 | ||
Dragon Ports Ltd | 173 | 173 | ||
R.M.Williams Agricultural Holdings Pty Ltd | 3,090 | 2,943 | ||
Staur Aqua AS | 3,400 | 3,703 | ||
IRCA Holdings Ltd | 11,645 | 11,645 | ||
Resources Investment Capital Ltd | 600 | 600 | ||
Sub-total | 19,147 | 19,303 | ||
Loan principal | Amortised cost | |||
Borrower | US$'000 | US$'000 | ||
Loan agreements* | ||||
IRCA Holdings Ltd | 2,158 | 2,136 | ||
View Step Corporation Ltd | 25 | 25 | ||
China Silvertone Investment Co Ltd | 478 | 478 | ||
WINRICH International Industrial Ltd (China Rice Ltd) | 13,000 | 13,000 | ||
Sub-total | 15,661 | 15,639 | ||
Total |
|
| 34,808 | 34,942 |
Statement of changes in loans:
(Unaudited) Six months ended 30 June 2011 US$'000 | ||
Opening balance | 34,942 | |
Purchases | 11,418 | |
Repayment | (1,200) | |
Transfer to investments at FVTPL on conversion to equity | (13,000) | |
Write-off | (392) | |
Exchange difference | 506 | |
Closing balance | 32,274 |
14 Derivative financial assets
(Unaudited) 30 June 2011 US$'000 | (Unaudited) 30 June 2010 US$'000 | (Audited) 31 December 2010 US$'000 | |
Warrants | 1,608 | - | - |
Derivative component of convertible zero dividend preference shares (see note 17) | 3,543 | - | - |
Total | 5,151 | - | - |
11,514,673 units of warrants with exercise price of AUD0.70 per share were issued to the Group by R.M.Williams Agricultural Holdings Pty Ltd. Each warrant is exercisable for one ordinary share of R.M.Williams Agricultural Holdings Pty Ltd at any time from issue date to 24 December 2013. The fair value of the warrants at 30 June 2011 was US$1.6 million.
Notes to the Interim Condensed Consolidated Financial Statements (Continued)
For the six months ended 30 June 2011
14 Derivative financial assets (Continued)
The fair value of the derivatives was determined by the management based on the Binomial Model. Movements in the fair value of derivatives are included in the statement of comprehensive income. In accordance with the fair value hierarchy described in note 10, derivative financial instruments are measured using level 2 inputs.
15 Trade and other receivables
(Unaudited) 30 June 2011 US$'000 | (Unaudited) 30 June 2010 US$'000 | (Audited) 31 December 2010 US$'000 | |
Trade debtors | 676 | 459 | 669 |
Other debtors | 2,460 | 1,140 | 1,541 |
Loan interest receivables | 305 | 1,731 | 2,781 |
Prepayments | 359 | 261 | 308 |
Total | 3,800 | 3,591 | 5,299 |
16 Trade and other payables
| (Unaudited) 30 June 2011 US$'000 | (Unaudited) 30 June 2010 US$'000 | (Audited) 31 December 2010 US$'000 |
Trade payables | 270 | 77 | 200 |
Other payables | 558 | 2,026 | 3,764 |
Total | 828 | 2,103 | 3,964 |
17 Liability component of convertible zero dividend preference shares
|
Number of shares | Liability component | Equity component | Early redemption option derivative |
| |||||
US$'000 | US$'000 | US$'000 |
| |||||||
Balance at 1 January 2011 | - | - | - | - | ||||||
Issue of convertible zero dividend preference shares | 60,000,000 | 55,892 | 7,651 | (3,543) | ||||||
Expenses of the issue | - | (2,561) | (188) | - | ||||||
Return on convertible zero dividend preference shares | - | 1,237 | - | - | ||||||
Balance at 30 June 2011 | 60,000,000 | 54,568 | 7,463 | (3,543) | ||||||
On 8 March 2011, the Company issued 60 million convertible zero dividend preference shares ("Convertible Preference Shares") at a price of US$1.00 per share. The Convertible Preference Shares have a maturity period of five years from the issue date and can be converted into 1 ordinary share of the Company at the conversion price of US$0.95 per share at the holder's option at any time between more than 40 dealing days after 8 March 2011 up to 5 dealing days prior to the maturity date and, if it has not been converted, it will be redeemed on maturity at the redemption price of US$1.28 per share (representing a gross redemption yield of 5% per annum at issue).
The Convertible Preference Shares contain a redemption feature which allows for early redemption at the option of issuer. The issuer has the option to redeem all or some of the Convertible Preference Shares subject to the restrictions on redemption described below:
Notes to the Interim Condensed Consolidated Financial Statements (Continued)
For the six months ended 30 June 2011
17 Liability component of convertible zero dividend preference shares (Continued)
(a) at any time after the second anniversary of 8 March 2011, for a cash sum of US$1.28 per Convertible Preference Share redeemed;
(b) at any time after the second anniversary of 8 March 2011, if in any period of 30 consecutive dealing days the closing middle market price of the ordinary shares of the Company exceeds US$1.235 per ordinary share of the Company on 20 or more of those days, for a cash sum equal to the Accreted Principal Amount in respect of the Convertible Preference Shares being redeemed;
(c) at any time, if less than 15% of the Convertible Preference Shares remain outstanding, for a cash sum equal to the Accreted Principal Amount in respect of the Convertible Preference Shares being redeemed.
The Convertible Preference Shares contain three components, a liability component, an equity component and the early redemption option derivative. The effective interest rate of the liability component is 6.5%. The early redemption option derivative is presented as derivative financial assets in the consolidated statement of financial position and is measured at fair value subsequent to initial recognition with changes in fair value recognized in profit and loss.
18 Issued capital
(Unaudited) 30 June 2011 | (Unaudited) 30 June 2010 | (Audited) 31 December 2010 | ||||
Authorized | Number of shares | £'000 | Number of shares | £'000 | Number of shares | £'000 |
Ordinary shares of £ 0.0001 each | 500,000,000 | 50 | 500,000,000 | 50 | 500,000,000 | 50 |
|
|
|
|
|
|
|
Issued and fully paid | Number of shares | US$'000 | Number of shares | US$'000 | Number of shares | US$'000 |
At beginning of the period | 302,410,168 | 47 | 220,019,881 | 35 | 220,019,881 | 35 |
Issued in March 2010 on exercise of ORP warrants * | - | - | 190,287 | - | 190,287 | - |
Issued in June 2010 on placing for cash** | - | - | 82,200,000 | 12 | 82,200,000 | 12 |
At end of the period/year | 302,410,168 | 47 | 302,410,168 | 47 | 302,410,168 | 47 |
* 190,287 ordinary shares were allotted to ORP warrant holders in March 2010. 67,960 warrants were exercised before 15 January 2010 at the exercise price of 120 pence each. In accordance with the amendment to the Company's Re-Admission Document, approved at the Extraordinary General Meeting held on 11 December 2009, these ordinary shares were acquired by OPP for a consideration of 2.8 shares OPP shares for each ORP share.
** 82,200,000 ordinary shares were issued to both existing and new shareholders of the Company on 17 June 2010 by way of placing at a price of 25 pence per share.
Notes to the Interim Condensed Consolidated Financial Statements (Continued)
For the six months ended 30 June 2011
19 Share option scheme
The Group has a number of share schemes that allow employees to acquire shares in the Company.
The total cost recognized in the statement of comprehensive income is shown below:
(Unaudited) 30 June 2011US$'000 | (Unaudited) 30 June 2010US$'000 | |
Equity-settled option | 31 | (1,018) |
USR | 648 | 557 |
679 | (461) |
The following table illustrates the number ("No.") and weighted average exercise prices ("WAEP") of, and movements in, share options during the six months ended 30 June 2011 and 2010, and year ended 31 December 2010.
(Unaudited) 30 June 2011 | (Unaudited) 30 June 2010 | (Audited) 31 December 2010 | ||||
| No. | WAEP | No. | WAEP | No. | WAEP |
Outstanding at 1 January | 11,451,932 | 23.45p | 11,451,932 | 23.45p | 11,451,932 | 23.45p |
Granted during the period/year | - | - | - | - | - | - |
Forfeited during the period/year | - | - | - | - | - | - |
Exercised during the period/year | - | - | - | - | - | - |
Expired during the period/year | - | - | - | - | - | - |
Outstanding at the end of the period/year | 11,451,932 | 23.45p | 11,451,932 | 23.45p | 11,451,932 | 23.45p |
Exercisable at the end of the period/year | 11,218,596 |
| 7,643,595 |
| 10,901,930 | - |
Outstanding options include 6,800,000, 3,500,000 and 500,000 equity-settled options granted on 06 October 2006, 13 March 2008, and 06 February 2009 respectively to certain directors and employees of the Company and 651,932 equity-settled options granted on 21 December 2006 to Seymour Pierce Ltd, the Company's former nominated adviser. The Company did not enter into any share-based transactions with parties other than employees during the six months ended 30 June 2011, 2010, 2009, 2008 and 2007, except as described above.
On 16 October 2009, 4,847,099 of USR were granted to certain directors, executives and key employees under the Company's joint share ownership scheme ("JSOS"). 50% of USR will vest 12 months from the date of grant and 50% of USR will vest 24 months from the date of grant. The exercise price of the USR granted is 15.50 pence compounded at 3.5% per annum over the year from the grant date to the exercise date of USR. The fair value of the USRs is estimated at the end of each reporting period using the Black-Scholes option pricing model. The contractual life of each USR granted is 10 years.
The following table lists the inputs to the model used to calculate the fair value of USRs for the period.
Weighted average share price (pence) | 45.50 | ||
Exercise price (pence) | 15.50 | ||
Expected weighted average mature life (years) | 2 | ||
Expected volatility (%) | 37.25 | ||
Expected dividend growth rate (%) | - | ||
Risk-free interest rate (%) |
|
| 4.5 |
Notes to the Interim Condensed Consolidated Financial Statements (Continued)
For the six months ended 30 June 2011
19 Share option scheme (Continued)
The volatility assumption, measured at the standard deviation of expected share price returns, was based on a statistical analysis of the Company's daily share prices from 1 July 2008 to 30 June 2011 using source data from Bloomberg.
The carrying amount of the liability relating to the USR as at 30 June 2011 is US$2.2 million and the expense recognized as share-based payments during the period is US$648,000.
20 Related party transactions
Identification of related parties
The Group has a related party relationship with its subsidiaries, associates and key management personnel. Transactions between the Company and its subsidiaries have been eliminated on consolidation and are not disclosed in this note.
Transactions with key management personnel
The Group's key management personnel are the Executive and Non-executive directors as identified in note 5. Other than as disclosed above, there were no other significant transactions with key management personnel during the period.
Trading transactions
The following table provides the total amount of significant transactions and outstanding balances which have been entered into with related parties during the six months ended 30 June 2011 and 30 June 2010, and the year ended 31 December 2010.
(Unaudited) 30 June 2011 US$'000 | (Unaudited) 30 June 2010 US$'000 | (Audited) 31 December 2010 US$'000 | |
Amounts owed by related parties* | |||
ChinaEquity International Holding Company Ltd ** | - | (1,274) | (2,545) |
OS Consulting Ltd | - | 105 | - |
Origo Advisers Ltd*** | 3 | 3 | 465 |
GLG Partners LP **** | 268 | 89 | 77 |
Chris Andre Rynning ***** | 13 | - | 301 |
Sales to related parties | |||
GLG Partners LP **** | 556 | 1,044 | 2,063 |
Origo Advisers Ltd | - | - | 462 |
Purchases from related parties | |||
Li Yi Fei****** | 191 | 240 | 470 |
* The amounts are unsecured, non-interest bearing and have no fixed terms of repayment. In the opinion of the directors, the Company will demand the amounts within 12 months from the reporting date. Accordingly, the amounts are shown as current.
** Mr. Wang Chao Yong is the Executive Chairman of OPP and Chairman of ChinaEquity International Holding Company Ltd.
*** Origo Advisers Ltd is controlled by entities whose ultimate beneficiaries include two Directors of the Company (Mr. Rynning and Mr. Ponnert).
**** Funds managed by GLG Partners LP controlled 7.9 per cent of the outstanding share capital of the Company as at 30 June 2011. The Company provides research and analysis services to GLG Partners LP under a consultancy agreement. The amounts of transactions and outstanding balances relate to research services provided.
***** Chris Andre Rynning is a Director of the Company. The amount owed to the Company in 2010 was settled in full in July 2011.
****** Ms. Li Yi Fei is the spouse of Mr. Wang Chao Yong, the Executive Chairman of the Company. Ms. Li Yi Fei provided research and analysis services to the Company in relation to the consultancy agreement with GLG.
21 Commitments and contingencies
·; In April 2010, the Company entered into an irrevocable Standby Letter of Credit ("L/C") with Standard Chartered Bank (Hong Kong) Ltd for an aggregate amount up to US$3 million, which was increased to US$3.5 million in June 2011, to secure the credit facilities granted by ABSA Bank Ltd to IRCA Holdings Ltd. The L/C will expire on 30 December 2011.
·; In May 2011, the Company entered into a guarantee agreement with IRCA Holdings Ltd and Mr. Malcolm Stephen Paul to guarantee the repayment of loans of up to US$500,000 extended by Mr. Malcolm Stephen Paul to IRCA Holdings Ltd.
There were no other material contracted commitments or contingent assets or liabilities at 30 June 2011 (31 December 2010: none) that have not been disclosed in the interim condensed consolidated financial statements.
22 Events after the reporting period
·; In July 2011, the Company announced that Toronto-listed Brazilian Diamonds Ltd had completed its acquisition of the Company's interest in Kincora Group Ltd and changed its name to Kincora Copper Ltd ("Kincora Copper"). Following the transaction, the Company held approximately 34.8 per cent of the outstanding share capital of Kincora Copper. Kincora Copper will focus on the development of the Bronze Fox mineral exploration project and acquiring other copper - gold exploration and development projects in Mongolia.
·; In August 2011, the Company announced a follow on investment of up to US$10 million in China Rice Ltd in the form of convertible notes, of which US$5 million had been advanced subsequent to the reporting date.
·; In July and August 2011, the Company disbursed further loans with the amount of US$170,000 to Smartron 5 Inc.
·; In August and September 2011, the Company acquired 36,452,002 ordinary shares in ASX listed Voyager Resources Ltd ("Voyager Resources"), representing 3.7 per cent of the issued share capital of Voyager Resources, for a consideration of US$3.9 million.
Directors, Advisors and Other Information
Directors | Wang Chao Yong, Executive Chairman |
Chris Rynning, Chief Executive Officer | |
Niklas Ponnert, Chief Financial Officer | |
Christopher Jemmett, Non Executive Director | |
Country of incorporation of parent company | Isle of Man |
Company number | 005681V |
Auditors | Ernst & Young LLC |
Rose House, 51-59 Circular Road | |
Douglas | |
Isle of Man IM1 1AZ, United Kingdom | |
Nominated adviser | Liberum Capital Ltd. |
Ropemaker Place, Level 12 | |
25 Ropemaker Street | |
London, EC2Y 9AR | |
Solicitors to the company | Charles Russell LLP |
8-10 New Fetter Lane | |
London,EC4A 1RS | |
Public relations advisers | Aura Financial LLP |
The Economist Plaza, | |
7th Floor, | |
27 St James's Street, | |
London SW1A 1HA | |
Broker | Liberum Capital Ltd. |
Ropemaker Place, Level 12 | |
25 Ropemaker Street | |
London, EC2Y 9AR |
Related Shares:
OPP.L