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Half Yearly Report

23 Sep 2011 10:51

RNS Number : 8195O
China Private Equity Inv Hldgs Ld
23 September 2011
 



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.

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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