10 Aug 2010 07:00
CHINA GROWTH OPPORTUNITIES LIMITED
RESULTS FOR THE YEAR ENDED 31 MARCH 2010
| KEY POINTS | |||
| ·; Total return to shareholders for the year ended 31 March 2010 of 184% (23.00p per Ordinary Share). ·; Return of capital to Ordinary Shareholders of £10 million (20.00p per Ordinary Share). ·; Net assets at 31 March 2010 of £6.3 million (2009: £25.5 million). ·; Net assets per share at 31 March 2010 of 12.52p (2009: 51.04p). ·; Sale of holdings in Asia Water Technology, United Envirotech and China New Energy during the year ended 31 March 2010 for £4.4 million. ·; It has been agreed to sell Dalian Business Institute and Wan Wei Oil and Gas Technology post year end for a total of $760,000. ·; Termination of the Asset Divestment Support Agreement with London Asia Capital (S) Pte Limited. ·; Resignation of Executive Director Mr Simon Littlewood. ·; Appointment of Dr Weiming Zhang as a Non-Executive Director. ·; Proposed amendment to Investing Policy extending the period over which the investments will be sold.
For further information please visit www.chinagrowthopportunities.com or contact:
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| Rhys Davies Chairman Tel: +41 (0) 79 620 0215 | James Maxwell Singer Capital Markets Limited Tel: +44 20 3205 7623 | Elysium Fund Management Limited PO Box 650 No. 1 Le Truchot St Peter Port Guernsey GY1 3JX
Tel: +44 1481 810 100 Fax: +44 1481 810 120 e-mail: Elysium@elysiumfundman.com |
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| CHAIRMAN'S STATEMENT |
| I am pleased to have the opportunity to present the annual report and results of China Growth Opportunities Limited (the "Company") for the year ended 31 March 2010.
Results The net asset value of the Company at 31 March 2010 was £6.3 million (2009: £25.5 million), equal to 12.52p per Ordinary Share (2009: 51.04p per Ordinary Share). The 75% decrease in net asset value from 31 March 2009 was due to the £10.0 million return of capital to shareholders, and the £9.3 million net loss for the period under review (2009: loss £46.1 million), representing a loss per Ordinary Share of 18.52p (2009: loss of 92.28p), which arose primarily from the downwards revaluation of the Company's investments in China Metal Packaging Group Company Limited and Wan Wei Oil & Gas Technology.
Investing Policy As it is becoming unlikely that buyers for the remaining investments will be found before 30 September 2010 (as the Investing Policy currently states), it is proposed to amend the Investing Policy to be: "The Investing Policy of the Company is to manage the sale of the Company's investment portfolio and to maximise the return of invested capital to shareholders during the period ending on 30 September 2011".
Return of Capital At an Extraordinary General Meeting held on 6 July 2009 the shareholders approved a Return of Capital Scheme and amended the Articles to permit future returns of capital. The Board made an initial return of capital to shareholders of 18.00p per Ordinary Share (equivalent to £9.0 million) on 15 July 2009 and a further return of capital of 2.00p per Ordinary Share (equivalent of £1.0 million) was made on 5 October 2009.
Total Return (Share Price and Capital Return) The total return to shareholders for the year ended 31 March 2010 (including the 20.00p per Ordinary Share return of capital) was +184%.
Investments During the year ended 31 March 2010, the Company sold its entire holding in Asia Water Technology, United Envirotech and China New Energy for a total of £4.4 million. While this was £0.1 million above the 31 March 2009 "fair value" of these investments, a loss of £11.3 million was realised on their disposal.
At 31 March 2010, the Company's main investment was a 14.64% holding, valued at £4.0 million (2009: £9.4 million), in China Metal Packaging Group Company Limited ("China Metal Packaging"). China Metal Packaging manufactures aluminium easy-to-open can lids, pull-tab ends, closures and other metal packaging products, primarily for the beverages market. The underlying drivers of China Metal Packaging's growth are the trends of rising urbanisation and domestic consumption growth in China. Brett Miller was appointed to the board of China Metal Packaging as a non-executive director during the year.
The valuation of China CDM Exchange Centre fell by 8.2% in the year under review. We value it on a net asset value basis, using a 50% discount to its AIM listed peer group of environmental investment companies. Therefore, while the peer group traded at a 49% discount to NAV on 31 March 2010, we valued China CDM Exchange Centre at a 75% discount to its stated net asset value (excluding its intangible asset value) at 31 December 2009. In December 2009, and in April 2010 to June 2010, the Company sold a minimal share of its holding (252,600 shares) in China CDM Exchange Centre for £67,550.
On 9 July 2010, the Company agreed to sell its entire holding in Wan Wei Oil and Gas Technology for a total of US$750,000, which is due in three equal instalments in September 2010, December 2010 and March 2011.
On 13 July 2010, the Company sold its entire investment in Dalian Business Institute for a total of US$10,000. We have written off the value of China Real Estate Services (2009: was valued at £10,000) as this was liquidated post year end. China Solar Energy Company has no value, which is largely unchanged from the position at 31 March 2009.
Our approach to the valuation of all of the Company's investments reflects our view of fair value being the value at which your investments could have been exchanged between knowledgeable, willing parties in an arm's length transaction at the reporting date.
Directorate Changes Dr Weiming Zhang was appointed to the Board on 9 April 2009. On 29 September 2009, following notice of the termination of the Asset Divestment Support Agreement with London Asia Capital (S) Pte Limited (see below), Brett Miller and I ceased to be Non-Executive Directors and became Executive Directors of the Company with specific responsibility for the divestment of the remaining assets of the Company. On 19 October 2009, Simon Littlewood resigned as an Executive Director.
Other Matters On 29 September 2009 the Company gave notice to terminate the Asset Divestment Support Agreement with London Asia Capital (S) Pte Limited on 31 October 2009. There was no cost to the Company of the termination of the Asset Divestment Support Agreement. Following the termination of the Asset Divestment Support Agreement, the Board has continued to manage the sale of the Company's investments and the Company's investment activities are now fully self-managed, with all services previously provided under the Asset Divestment Support Agreement now being undertaken by the Executive Directors. This change has reduced the investment consultancy costs to the Company significantly.
Outlook As a Board we are further reducing operating costs through service provider contract re-negotiations and other overhead reductions, and in this spirit the Executive Directors reduced their own remuneration by 50% after the year end. Our objective is to realise assets at the appropriate time and value, and to return the proceeds less expenses to our shareholders. I am hopeful that there will be further progress to report when we release our interim results for the period ending 30 September 2010.
Respectfully yours |
| R Davies 6 August 2010 |
| INVESTMENT PORTFOLIO | ||||||
| as at 31 March 2010 | ||||||
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| Country of incorporation | Fair value | ||
| Company | Activity/Sector | Listing | 2010 | 2009 | ||
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| £'000 | £'000 | |
| China Metal Packaging Group Company | Consumer | Not quoted | BVI | 4,021 | 9,440 | |
| China CDM Exchange Centre | Carbon credit brokerage | PLUS | Jersey | 812 | 884 | |
| Wan Wei Oil & Gas Technology Group | Energy | Not quoted | BVI | 313 | 2,770 | |
| China Real Estate Services | Property services | Not quoted | China | - | 10 | |
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| -------- | -------- | |
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| 5,146 | 13,104 | |
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| -------- | -------- | |
| Investments sold in the year ended 31 March 2010 |
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| 4,308 | ||
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| -------- | |
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| 17,412 | |
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| In addition to the above investments, the Company owns shares in China Solar Energy Company Limited and Dalian Business Institute Limited, both of which are incorporated in Jersey, and had fair values of nil at 31 March 2009 and 31 March 2010. |
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| China Metal Packaging Group Company Limited ("CMPG") |
| CMPG is a manufacturer of aluminium easy-to-open can-lids, pull-tab ends, caps, closures and other metal packaging products and is the largest "easy open end" manufacturer in China, with a market share of over 50%. Mr Miller was appointed to the board of CMPG on 21 July 2009. |
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| China CDM Exchange Centre Limited ("CCEC") |
| CCEC, a Jersey incorporated company listed on PLUS, is a broker and advisor in China's carbon credits market.
In March 2010, CCEC announced annual profits of RMB 64.0 million (£6.2 million) for the year ended 31 December 2009, an increase of 14% from the previous year. |
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| Wan Wei Oil and Gas Technology Group ("Wan Wei") |
| On 9 July 2010, the Company agreed to sell its entire holding in Wan Wei Oil and Gas Technology for a total of US$750,000, which is due in three equal instalments in September 2010, December 2010 and March 2011. |
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| China Real Estate Services Limited ("CRES") |
| There is considerable uncertainty as to the continuing survival of CRES as it has filed for bankruptcy. Post year end CRES was put into liquidation. It is not anticipated that the Company will receive any funds as a result of the liquidation. |
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| Dalian Business Institute Limited ("DBI") |
| DBI was sold on 13 July 2010 for US$10,000. |
| The financial information set out in this announcement does not constitute the Company's statutory financial statements for the year-ended 31 March 2010. | |||
| STATEMENT OF COMPREHENSIVE INCOME | |||
| for the year ended 31 March 2010 | |||
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| Year ended 31 March 2010 | Year ended 31 March 2009 |
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| £'000 | £'000 |
| Investment gains and losses |
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| Net unrealised change in fair value of investments |
| 3,412 | (43,339) |
| Realised loss from sale of investments |
| (11,303) | (6,197) |
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| ------------ | ------------ |
| Total investment losses |
| (7,891) | (49,536) |
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| Income |
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| Other income |
| 7 | 109 |
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| ------------ | ------------ |
| Total income |
| 7 | 109 |
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| Expenses |
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| Directors' remuneration |
| (179) | (95) |
| Administration fees |
| (170) | (145) |
| Other expenses |
| (395) | (231) |
| Investment Consultant's fee |
| (140) | 653 |
| Performance fee |
| - | 3,024 |
| EGM expenses |
| - | (104) |
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| ------------ | ------------ |
| Total expenses |
| (884) | 3,102 |
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| (Loss)/gain on foreign currency exchange |
| (491) | 183 |
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| ------------ | ------------ |
| Loss for the year |
| (9,259) | (46,142) |
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| Other comprehensive income |
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| Exchange differences arising from translation of foreign operations |
| (2) | 2 |
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| ------------ | ------------ |
| Total other comprehensive (loss)/income |
| (2) | 2 |
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| ------------ | ------------ |
| Total comprehensive loss for the year attributable to the shareholders |
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(9,261) |
(46,140) |
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| ------------ | ------------ |
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| Loss per Ordinary Share - basic and diluted |
| (18.52)p | (92.28)p |
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| All the items in the above statement are derived from continuing operations. | |||
| STATEMENT OF FINANCIAL POSITION | |||
| as at 31 March 2010
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| 31 March 2010 | 31 March 2009 |
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| £'000 | £'000 |
| Non-current assets |
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| Investments designated at fair value through profit or loss |
| 5,146 | 17,412 |
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| ---------- | ---------- |
| Current assets |
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| Other receivables |
| 13 | 3,393 |
| Cash and cash equivalents |
| 1,212 | 4,930 |
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| ---------- | ---------- |
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| 1,225 | 8,323 |
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| ---------- | ---------- |
| Total assets |
| 6,371 | 25,735 |
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| ---------- | ---------- |
| Current liabilities |
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| Payables and accruals |
| (110) | (213) |
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| ---------- | ---------- |
| Net assets |
| 6,261 | 25,522 |
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| ---------- | ---------- |
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| Capital and reserves attributable to equity holders of the Company |
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| Share capital |
| 500 | 500 |
| Other reserve |
| 2,293 | 2,293 |
| Foreign exchange translation reserve |
| - | 2 |
| Distributable reserves |
| 3,468 | 22,727 |
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| ---------- | ---------- |
| Total equity shareholders' funds |
| 6,261 | 25,522 |
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| ---------- | ---------- |
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| Net Asset Value per Ordinary Share - basic and diluted |
| 12.52p | 51.04p |
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| STATEMENT OF CHANGES IN EQUITY | ||||||
| for the year ended 31 March 2010 | ||||||
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| Share capital | Other reserve | Distributable reserves | Foreign exchange translation reserve |
Total | |
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| £'000 | £'000 | £'000 | £'000 | £'000 | |
| Balance at 31 March 2009 | 500 | 2,293 | 22,727 | 2 | 25,522 | |
| Return of Capital | - | - | (10,000) | - | (10,000) | |
| Total comprehensive loss for the year |
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| Loss for the year | - | - | (9,259) | - | (9,259) | |
| Other comprehensive loss | - | - | - | (2) | (2) | |
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| ---------- | ---------- | ---------- | ---------- | ---------- | |
| Balance at 31 March 2010 | 500 | 2,293 | 3,468 | - | 6,261 | |
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| ---------- | ---------- | ---------- | ---------- | ---------- | |
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| for the year ended 31 March 2009 | ||||||
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| Share capital | Other reserve | Distributable reserves | Foreign exchange translation reserve |
Total |
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| £'000 | £'000 | £'000 | £'000 | £'000 |
| Balance at 31 March 2008 |
| 500 | 2,293 | 68,869 | - | 71,662 |
| Total comprehensive (loss)/income for the year |
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| Loss for the year |
| - | - | (46,142) | - | (46,142) |
| Other comprehensive income |
| - | - | - | 2 | 2 |
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| ---------- | ---------- | ---------- | ---------- | ---------- |
| Balance at 31 March 2009 |
| 500 | 2,293 | 22,727 | 2 | 25,522 |
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| ---------- | ---------- | ---------- | ---------- | ---------- |
| STATEMENT OF CASH FLOWS for the year ended 31 March 2010 | |||
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| Year ended 31 March 2010 | Year ended 31 March 2009 |
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| £'000 | £'000 |
| Cash flows from operating activities |
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| Other income received |
| 8 | 602 |
| Investment Consultant's fees paid |
| (220) | (350) |
| Administration fees paid |
| (170) | (170) |
| Directors' remuneration paid |
| (164) | (95) |
| Audit fees paid |
| (66) | (74) |
| EGM expenses paid |
| - | (104) |
| Other expenses paid |
| (359) | (134) |
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| ---------- | ---------- |
| Net cash outflow from operating activities |
| (971) | (325) |
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| Cash flows from investing activities |
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| Purchase of fair value through profit or loss investments |
| - | (334) |
| Sale of fair value through profit or loss investments |
| 7,569 | 2,000 |
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| ---------- | ---------- |
| Net cash inflow from investing activities |
| 7,569 | 1,666 |
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| Cash flows from financing activities |
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| Return of capital |
| (10,000) | - |
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| ---------- | ---------- |
| Net cash outflow from investing activities |
| (10,000) | - |
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| ---------- | ---------- |
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| ---------- | ---------- |
| (Decrease)/increase in cash and cash equivalents |
| (3,402) | 1,341 |
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| ---------- | ---------- |
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| Cash and cash equivalents brought forward |
| 4,930 | 3,402 |
| (Decrease)/increase in cash and cash equivalents |
| (3,402) | 1,341 |
| Foreign exchange movement |
| (316) | 187 |
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| ---------- | ---------- |
| Cash and cash equivalents carried forward |
| 1,212 | 4,930 |
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| ---------- | ---------- |
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