OPP.L Regulatory News (OPP)

4 July 2016

Origo Partners PLC

("Origo" or the "Group" or the "Company")

Final Results for year ended 31 December 2015

Origo announces its audited final results for the year ended 31 December 2015.

Summary:

· Net asset value declined by 44 per cent. during the year to US$30.6 million (30 June 2015: US$50.7 million, 31 December 2014: US$54.3 million)

· Loss after tax of US$24.4 million (2014: loss after tax of US$61.9 million) reflecting unrealised and realised losses on investments

· Total investments in existing investee companies during the year of US$0.58 million (2014: US$2.7 million)

· Cash position of US$1.3 million as at 31 December 2015 (31 December 2014: US$5.2 million)

Chairman's Statement

2015 was another challenging year for Origo as we sought to deal with a number of interrelated issues that have impacted the Company's financial position, the performance of our investment portfolio and our ability to execute our realisation strategy.

We successfully implemented the revised strategy and governance arrangements which were approved by shareholders at the end of 2014. Through an orderly realisation programme, the Company is now seeking to divest its entire portfolio by November 2018, at such time and under such conditions as the Board may determine in order to maximise value on behalf of the Company's Shareholders (the "Revised Investing Policy"). Following the reorganisation of the Company's governance and management arrangements, we have been able to reduce the core operating cost of the business which amounted to US$4.2 million (2014: US$5.0 million) (excluding litigation related expenses and one-off items, such as provisions for loans extended and other movements in the fair value of the Company's portfolio). We expect to achieve further reductions of applicable costs in 2016 and beyond.

Continued economic uncertainty in China and the concomitant turbulence in commodities markets have impeded our ability to dispose of assets and impacted the value of a number of companies in the portfolio. Without a material improvement in the macro-economic environment in general and commodity markets in particular, we foresee continuous pressure on asset prices and limited liquidity for the kind of assets the Company holds. That said, as is further detailed in the Investment Consultant's Report below, there are a number of positive developments at some portfolio companies, which indicate that there is potential to realise value for investors in due course.

During 2015, the Board continued to seek an amicable resolution to the ongoing dispute with Brooks Macdonald Group plc ("BM") in respect of the terms of the Company's convertible zero dividend preference shares ("CZDPs"). To this end, the Board negotiated a detailed set of CZDP restructuring proposals which would have served, inter alia, to settle the ongoing dispute with BM while providing the Company with greater financial flexibility to achieve an orderly realisation of its assets. Unfortunately, the proposals did not receive the necessary approval of a 75 per cent. majority of votes cast at the General Meeting and the Ordinary Share Class Meeting held in February 2016 and therefore the proposals could not be implemented.

The Company was unable to redeem US$12m CZDPs which were due for redemption on 8 March 2016. It is important to point out that, according to the Isle of Man Companies Act 2006 ("2006 Act"), under which Origo is organised, and the Company's Articles of Association (the "Articles"), (notably articles 4.25 and 4.8), no redemptions of the CZDPs are allowed by the Company if, immediately following any such redemption, the Company would be unable to satisfy the Solvency Test under the 2006 Act. In other words, the effect of the 2006 Act and the Articles is to postpone the obligation to redeem any CZDPs which cannot be redeemed until such time as the Company is able to pass the Solvency Test. Therefore, the Company's inability to redeem US$12 million of CZDPs in March 2016 was not a breach of the Articles. Nonetheless, in early March 2016, BM issued a claim in the Isle of Man seeking a Winding-Up Order against the Company on the grounds that it was just and equitable to do so in view of the Company's alleged oppressive conduct and unfairly prejudicial treatment of the BM as a shareholder (the "Winding-up Claim").

Section 167 of the Isle of Man Companies Act 1931 states that any disposition of the property of the Company after the commencement of the winding up by the Isle of Man Court is void unless the Court orders otherwise. Consequently, whilst the Company's daily operations should remain broadly unaffected, disposals of its assets without Court approval may be rendered void and therefore there are likely to be challenges in implementing the Company's Revised Investing Policy pending the outcome of the trail. The Company has received legal advice that the Isle of Man Court is likely to validate realisations where no person will be prejudiced by them, and also that the provisions of section 167 of the Isle of Man Companies Act 1931 may extend to any transfer of the Company's shares.

As a result, the Board requested that trading in Origo's shares on AIM be suspended. Trading in Origo's shares (Ordinary shares and CZDPs) has been suspended since 11 March 2016.

Following an initial Court Hearing on 7 April 2016, the Company was notified that the Isle of Man Court has directed that Pacific Alliance Asia Opportunity Fund L.P. (a 25.6 per cent. ordinary shareholder of the Company) be joined to the proceedings (at its request) in relation to the petition. A hearing in respect of a disclosure request in relation to the Winding-up Claim made by BM has been set down for Friday 22 July 2016 and Monday 25 July 2016. Dates for a trail are yet to be set but is expected no earlier than September 2016.

The Company is vigorously contesting the Winding-up Claim. The Board believes it is an abuse of process being brought for collateral, improper and self-serving purposes. However, the Company's opposition to the Winding-up Claim will inevitably involve significant cost. Further, pursuant to Rule 41 of the AIM Rules for Companies, the London Stock Exchange plc will cancel the admission of an AIM company's securities to trading on AIM where trading has been suspended for six months. Accordingly, the Company faces the risk of cancellation of its admission to trading on AIM on or about 11 September 2016.

In the year ahead, the Board will continue to work towards a resolution of the ongoing dispute with BM in the interests of all shareholders.

For further information about Origo please visit www.origoplc.com or contact:

Investment Consultant's Report

Difficult economic conditions in China and falling commodity prices in the second half of 2015 provided a difficult background for many of the companies in the portfolio. The exploration and development stage mining companies in which we have invested were particularly impacted, with opportunities for developing or divesting such companies being extremely limited. Consequently, the Company wrote down the value of a number of investments in the portfolio. On a more positive note, working closely with the Company's portfolio investments, we were able to reach a number of important commercial milestones. We expect this progress to facilitate divestments during the course of the Revised Investing Policy.

Celadon Mining

Following a strategic review and discussions with its key shareholders, including Origo, Celadon Mining Ltd. ("Celadon") has commenced a process to dispose of its main asset - the Chang Tan West - and distribute the proceeds to its shareholders.

Chang Tan West is a high quality thermal coal deposit located in the Jungar Banner coal belt, the closest major coalfield to the coastal areas of Northern China. Chang Tan West has current coal resources of 603 million MT (Chinese classification). Celadon owns 80 per cent. of Chang Tan West and is in the process of acquiring the remaining 20 per cent. of the relevant project company.

After an active sales process during the second half of the year, Celadon entered into a Letter of Intent for the sale of Chang Tan West in November 2015 with a large Chinese state-owned enterprise. The prospective buyer is developing a coal-to-natural-gas project as a downstream project for coal produced at Chang Tan West. In May 2016, we were informed that the proposed Buyer's coal-to-gas conversion project was included in China's Thirteenth Five Year Plan; final approvals from relevant central authorities are pending. Once the project receives these approvals we expect negotiations in respect of the Chang Tan West deposit to continue.

China Rice

Throughout 2015 and beyond, we worked with China Rice Ltd ("China Rice") management on financing and liquidity options for the business. The initiatives assessed included a possible reverse merger in Hong Kong; the potential for an introduction on China's National Equities Exchange and Quotations (generally referred to as China's "New Third Board"); and a possible sale to a strategic player.

Discussions with strategic players have led to a joint-initiative with a consortium of powerful Chinese State-Owned Enterprises. The consortium is spearheaded by a large state owned trading group listed on the Shanghai Stock Exchange. With a traditional business focus on commodity trading, this group is seeking to expand into supply chain management and related financial services in the agricultural sector, including leasing, guarantee, and asset management. The second player is another state owned grain company, with existing interests in the rice processing industry.

Being based in south China, both parties have a strategic interest to expand their business in Jilin province, being one of the three provinces in north-east China that form "China's bread-basket". The vehicle for doing so would be a proposed partnership with China Rice and its founding shareholder. The venture will seek to build and operate a large logistics hub in the provincial capital of Changchun, which would serve as the trading platform of third parties products between Jilin and the rest of the Chinese market. Beyond storage and logistic services, the vehicle will provide a range of auxiliary services, including quality control, financial services, as well as a trading/clearing platform.

While details are yet to be agreed, we expect that the formation of this new venture will offer Origo an opportunity to realise its investment in the business within the time-frame of the Company's Revised Investing Policy.

Niutech

In May 2016 Jinan Heng Yu Environmental Protection Technology Co., Ltd. ("Heng Yu"), the operating company of Niutech Energy Ltd ("Niutech") received final approval for a listing on China's "New Third Board."

The market introduction was completed later in May 2016 and a placing of new Heng Yu shares to investors is planned for later this year. The shares of all current shareholders are subject to lock-up restrictions until November 2016. As such, the listing will not represent an opportunity for Origo to realise part or all of its investment in Heng Yu in the short term.

However, by providing access to a domestic Chinese investor base, Origo expects the New Third Board listing to facilitate a realisation of this investment over the course of the Company's Revised Investing Policy period.

Unipower

The performance of Unipower Battery Ltd. ("Unipower") during 2015 was negatively impacted by previously announced issues. On the one hand, China's EV market, and those of related systems and components,including batteries, experienced solid growth. However, Unipower was unable to take advantage of this positive environment due to a dispute over a cross-guarantee issued to a local bank. While the dispute was ongoing, Unipower was unable to renew its credit facilities. Without sufficient funding, production and sales fell below the break-even point. As a result, Origo's equity position in the business was written down by 52 per cent.

The dispute was finally resolved in April 2016, paving the way for the Company to resume normal operation. Provided sufficient capital in the short-term, we believe that Unipower will be well positioned for a trade sale, specifically since the universe of potential suitors is both broad and deep. Unipower produces large polymer batteries used primarily in EVs which could make it an attractive target for players from a wide range of sectors, including automotive, utilities and industrial.

Based on our introductions and assistance, Unipower is currently in discussion with a number of parties, both banks and equity investors, to secure additional capital. While the immediate focus is on financing the company so it can return to growth, we believe there are reasonable prospects for a bundled transaction which would allow a partial sale and/or refinancing of Origo's convertible loans to the business.

Kincora

Kincora Copper Limited ("Kincora"), a TSX Venture Exchange listed Mongolia focused copper exploration company, announced the combination of two of its wholly owned subsidiaries with companies that own contiguous licences in May 2016. Concurrent with the mergers, Kincora announced a proposed C$2 million non-brokered private placement.

To enable the business combination and the private placement, Origo agreed to convert C$2,000,000 of convertible notes outstanding into equity on the same terms as the private placement. Meanwhile, we have informed the company that we intend to draw-down escrowed funds in the amount of C$500,000 in conjunction with the completion of the proposed financing.

Kincora now benefits from a portfolio of contiguous copper porphyry targets in a highly prospective region, access to one of the largest regional geophysical and surface geochemistry datasets, an enhanced, experienced team with complementary skill sets as well as increased funding. While the carrying value of Origo's investment in Kincora declined by 33 per cent. during the year, reflecting movements in the price of Kincora's listed equity, the market value of the investment has rebounded significantly in connection with the above mentioned private placement.

Staur Aqua (Aqualyng)

Aqualyng A/S ("Aqualyng") radically transformed its business in 2015. Since Origo's initial investment in 2008, Aqualyng has pursued an integrated strategy, seeking to become a one-stop provider and operator of desalination facilities. Aqualyng was successful in acquiring a number of build-operate-transfer projects, most importantly a large-scale desalination operation in north-east China. However, this business model required large amounts of capital with returns realised over the long-term.

In 2015, Aqualyng revamped its strategy to focus on more asset-light opportunities in order to improve financial returns. The company also expanded its business scope to outside of China and from desalination to water-treatment more generally. In line with its new strategy, the company entered into an agreement to merge with Fontus Water Private Ltd, an Indian water treatment company. The merger is expected to achieve final closing in July this year.

Having operated on a consolidated basis for the last year, the enlarged business broke even in 2015 on a pro-forma business. Guidance for 2016 suggests revenues in excess of US$100 million with EBITDA margins in the range of 8-10%. Once the merger is completed, the enlarged business will be owned by a group of shareholders that wish to seek a liquidity event over the coming years and given the enhanced profile of the combined group this could include a trade sale or IPO.

Moly World

Moly World Ltd (Moly World), through its subsidiary, owns an exploration license, covering 2,360 hectares in the Mandal area of Mongolia (the "Mandal Project"). The Mandal project holds a JORC resource of 203Mt in situ material at 0.126% Mo and 0.026%W. Over the last two years, Moly World has undertaken further exploration work and discovered that the project has the potential to significantly expand its resource base. The company also commissioned a third-party scoping study for a small mining operation. On this basis, in 2015, the company initiated a process to convert the exploration license into a mining license. However, Moly prices are at a level where the majority of primary producers are producing at a loss. Taking into account the risks of obtaining the relevant licenses and raising the required project financing, the carrying value of the Moly World position was reduced by 38 per cent.

Gobi Coal & Energy

Over the past several years, Gobi Coal & Energy Ltd. ("GCE") has successfully preserved its coal assets while conducting selected exploration and drilling works to expand and improve the resource during an unusually weak coking coal market.

In 2015, the company successfully completed a drilling program at its primary coking coal mine at Shinejinst. The drilling program consisted of a total of 637.3 meters of drilling comprised of 8 diamond core boreholes that enlarged the deposit area to the southeast with an average coal thickness of 9.3m. One hole returned an exceptional coal seam of 44m in thickness with low volatile materials. 76 coal quality samples were obtained in 2015 and submitted for laboratory testing, with subsequent results confirming hard coking coal properties and the potential for a new sub-basin at Shinejinst.

Due to the protracted weakness in semi-soft coking coal prices, GCE's Shinejinst and Zeegt projects were placed on and have remained on care and maintenance, except for minimal mining requirements to local communities, in order to preserve cash. While the primary mine at Shinejinst is uneconomic at the current semisoft coking coal pricing, its long-term Net Present Value is positive based on the recent and future expected semi-soft coking coal price improvements and using assumptions in GCE's feasibility study.

We understand exploration work is intended to continue. At the same time, the company is exploring opportunities to expand and diversify across the energy resources value chain inside and outside of Mongolia.

We have been informed that GCE has maintained negligible debt and was recently awarded US $11.5 million, plus costs and continuing interest and damages, by the Hong Kong International Arbitration Centre, in respect of collateralized loans outstanding to a Mongolian business vehicle, granted in connection a power generation business and a mining supply business focused on the major active Mongolia mines such as Rio Tinto's Oyu Tolgoi project.

On the basis of the valuation of a group of traded peers, the carrying value of the position in Gobi has been reduced by 51 per cent.

Portfolio summary

At 31 December 2015 the carrying value of our portfolio, which is comprised of interests in 17 companies, decreased to US$104.0 million from US$120.2 million as at the end of 2014. The decrease principally reflects the downward adjustment in the carrying value of certain investments.

The composition of the portfolio has changed compared to the previous year, reflecting the impact of falling commodity prices. The metals and mining sector accounted for 38 per cent. in 2015 (2014: 45 per cent.). Elsewhere, the portion of our portfolio invested in agriculture was 30 per cent. (2014: 23 per cent.), while our exposure to cleantech fell to 27 per cent. (2014: 28 per cent.). The consumer, technology and media portion of our portfolio was at 5 per cent. in 2014 (2014: 4 per cent.).

Reflecting the Group's strategy of investing in privately held companies, 97 per cent. of the portfolio (in terms of fair value) as at 31 December 2015 was invested in unquoted portfolio companies. The weighted average holding period for portfolio companies is 5.2 years compared to 4.2 years in 2014.

Profit and Loss

Total administrative expenses, excluding the provision of performance incentives, bad debt and financial guarantee contracts, were US$4.3 million in 2015, a reduction of US$1.7 million from 2014.

The Group recorded a loss before tax of US$24.8 million, compared to a loss before tax of US$62.2 million in the previous year. The loss is primarily due to unrealised and realised losses of US$15.9 million on investments.

Balance Sheet

At the end of 2015, the Group had total cash and cash equivalents of US$1.3 million (2014: US$5.2 million). Besides operating costs, the decline was primarily as a result litigation related expenses incurred due to the disputes with Brooks MacDonald.

Net asset value decreased from US$54.3 million in 2014 to US$30.6 million in 2015, representing a net asset value per share of US$0.09 as at 31 December 2015, a 44 per cent. decline from US$0.16 per share in 2014. This fall was primarily due to the revaluation of a number of the Group's investments.

Outlook

Economic conditions in China improved during the first half of the year following measures by the Government to stimulate economic activity, yet the debate as to whether the Chinese economy is about to enter a soft or hard landing persists.

Also the picture for Mongolia is unclear. The country has certainly made progress in addressing investor concerns following the introduction of policies to promote protectionism and resource nationalism in 2012. The resolution of the long-running dispute with Rio Tinto in respect of the Oyu Tolgoi project, and the commitment to proceed with the development of the underground phase of the project, as announced in May 2016, are both cases in point. However, the result of the parliamentary elections, held on June 29 2016, and approach taken by the newly elected government, will be another important test of the country's attractiveness to foreign investors.

From a macro-economic perspective, while commodity and equity markets have recouped some of the losses recorded in 2015, the prospects for a sustained rebound are dim. The outlook for coal and molybdenum look particularly bleak.

While less pronounced, and more institutional than cyclical in nature, the market environment for our Chinese portfolio companies also remains challenging. Access to funding in general, and credit in particular, remain key concerns for most SMEs in China. Over the last few years, reforms of local equity markets, coupled with the launch of China's New Third Board, have been much welcomed institutional innovations aimed at directing domestic capital flows from the banking and real-estate sectors towards the SME sector. The rapid development of Chinese equity markets has also had important spill-over effects for private equity investors by creating a vibrant market for merger and acquisitions. Yet, as the unprecedented volatility in the Chinese equity markets in the first half of 2015 clearly demonstrated, these markets are fickle, and it will take time for them to evolve into reliable channels for raising capital. Accordingly, while we have repositioned our Chinese portfolio companies to take advantage of domestic capital flows, we remain cautious about the prospects for generating substantial liquidity in the near-term.

Looking to the remainder of 2016 and beyond, contesting the Winding-up Claim in the first instance and resolving the CZDP dispute is a key concern. Meanwhile, we will continue to work with our portfolio companies to assist them in their continued development and to review opportunities for value creating transactions, in line with the Company's Revised Investing Policy.

Origo Partners Plc

Consolidated statement of comprehensive income

For the year ended 31 December 2015

The accompanying notes form an integral part of these consolidated financial statements.

Origo Partners Plc

Consolidated statement of financial position

At 31 December 2015

The consolidated financial statements were approved by the Board of Directors and authorised for issue. They were signed on its behalf by:

The accompanying notes form an integral part of these consolidated financial statements.

Origo Partners Plc

Consolidated statement of changes in equity

For the year ended 31 December 2015

Attributable to equity holders of the parent

The following describes the nature and purpose of each reserve within parent's equity:

The accompanying notes form an integral part of these consolidated financial statements.

Origo Partners Plc

Consolidated statement of cash flows

For the year ended 31 December 2015

* FVTPL refers to fair value through profit or loss

** CCP LP, CCF & MSE refer to China Cleantech Partners, L.P., China Commodities Absolute Return Ltd and MSE Liquidity Fund

The accompanying notes form an integral part of these consolidated financial statements.

1 Accounting policies

1.1 Corporate information

The consolidated financial statements of Origo Partners Plc ('the Company") and its subsidiaries (together "the Group") for the year ended 31 December 2015 were authorised for issue in accordance with a resolution of the Directors on 30 June 2016. The Company 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 registered office is located at 33-37 Athol Street, Douglas, Isle of Man IM1 1LB. The principal activities of the Group are described in Note 8.

1.2 Basis of preparation

The Group financial statements are prepared in accordance with IFRS issued by the IASB and adopted for use in the European Union and also to comply with relevant Isle of Man law.

The principal accounting policies applied in the preparation of the consolidated financial information are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

(a) The financial information set out below, is based on the financial statements of the Company and its subsidiaries and associates for the year ended 31 December 2015.

(b) The consolidated financial information has been prepared under the historical cost convention except for certain financial instruments, which have been measured at fair value, and in accordance with IFRS and International Financial Reporting Interpretations Committee's interpretations ("IFRIC") (collectively , "IFRSs") issued by the IASB.

(c) Non-controlling interests represent the portion of profit or loss and net assets that is not held by the Group and are presented separately in the consolidated statement of comprehensive income and within equity in the consolidated statement of financial position, separately from parent shareholders' equity.

As mentioned in the Directors Report the Company is currently facing a potential court battle over its future due to the fact that Brooks Macdonald Asset Management (International) Limited have filed a Claim Form (dated 9 March 2016) at the Isle of Man High Court seeking an order to wind up the Company. As also mentioned in the Directors Report, the Company has deferred the repurchase of at least 12million US$1.00 Convertible Zero Dividend Preference Shares that the Company had previously committed to repurchasing on the 8 March 2016. The Directors have also noted that the Convertible Zero Dividend Preference Shares will only be repurchased at a time when the Company has sufficient reserves to do so and can still satisfy the Solvency Test, as defined in the Company's Articles.

The Directors have taken legal advice with regards to the Winding-up Claim and are working with Brooks Macdonald Asset Management (International) Limited and other key shareholders in the Company to reach a solution that is acceptable to all parties involved. The Directors have assumed, based on legal advice received and discussions held to date that this can be achieved.

The Company continues with the investment realisation programme that commenced in November 2014 and the Directors expect that the proceeds generated from the planned divestment of the investment portfolio will be sufficient, not only to settle all liabilities, but also to fulfil the redemption obligations in respect of the Convertible Zero Dividend Preference Shares.

However, there is uncertainty as to whether the assumptions will be met which could impact the Company and the Group's ability to repay the Convertible Zero Dividend Preference Shares or settle the ongoing dispute.

The Board have concluded that the circumstances surrounding the ability to settle the ongoing dispute with Brooks Macdonald Asset Management (International) Limited represents a material uncertainty that casts significant doubt upon the Company's and the Group's ability to continue as a going concern. However, whilst recognising this uncertainty the Board has a reasonable expectation that this ongoing dispute will be resolved and therefore it is appropriate to prepare the consolidated financial statements on a going concern basis. The consolidated financial statements do not reflect any adjustments that would have to be made should this not be the case.

1.3 Significant accounting judgements, estimates and assumptions

The preparation of consolidated financial information in conformity with IFRSs requires the use of certain critical accounting estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial information and the reported amounts of revenue and expenses during the reporting period. Although these estimates are based upon management's best knowledge of current events and actions, actual results may differ from those estimates.

The following is a list of accounting policies which cover areas that the Directors consider require estimates and judgements which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year:

(a) Fair value of unquoted equity instruments

The Group has estimated the value of each of its unquoted equity instruments by using judgement to select the most appropriate valuation methodology for each investment based on the recommendations of the International Private Equity and Venture Capital Valuation Guidelines (the "Guidelines"). Valuation methodologies mainly include the price of recent investments, earnings multiples, industry valuation benchmarks, available market prices and so on, which may apply individually or in combination. Key assumptions and judgements of each methodology concerning the future and other key sources of estimation uncertainty will have a significant risk of causing a material adjustment to the fair value of the instruments within the next financial year.

The Group has applied the requirements of IFRS 2 share-based payment in these consolidated financial statements.

(b) Share-based payments, equity-settled transactions and cash-settled transactions

The Group has issued equity-settled share-based payments to certain directors and employees, and to its advisors for services provided in respect of the admission of the Company to trading on the AIM market of the London Stock Exchange. Equity-settled share-based payments to directors and employees are measured at the fair value of equity instruments awarded at the date of grant. Equity-settled share-based payments to non-employees are measured at the fair value of goods or services rendered at the date when the goods or services are received. Where equity investments are granted subject to vesting conditions, share-based payments are expensed to the profit or loss on a straight-line basis over the vesting period, based on the Group's estimate of the number of shares that will eventually vest. Fair value is measured by use of the Binominal option pricing model.

The Group has granted cash-settled share-based payments to certain directors, executives and key employees under the Company's joint share ownership scheme ("JSOS"). The cost of cash-settled share-based payments is measured initially at fair value at the grant date using the Binominal Tree model. This fair value is expensed over the period until the vesting date with recognition of a corresponding liability. The liability is remeasured to fair value at each reporting date up to and including the settlement date, with changes in fair value recognised in employee expense.

When estimating the value of the options and the upper share rights ("USR"), significant assumptions such as the expected life of the option and the USR, and expected volatility of the share have been applied based on management's best estimates.

1.4 Summary of significant accounting policies

The following principal accounting policies have been applied consistently throughout the year in dealing with items which are considered material in relation to the financial information.

(a) Basis of consolidation

The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at 31 December 2015. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if, and only if, the Group has:

• Power over the investee (i.e., exiting rights that give it the current ability to direct the relevant activities of the investee)

• Exposure, or rights, to variable returns from its involvement with the investee

• The ability to use its power over the investee to affect its returns

Generally, there is a presumption that a majority of voting rights results in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

• The contractual arrangement(s) with the other vote holders of the investee

• Rights arising from other contractual arrangements

• The Group's voting rights and potential voting rights

Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date when such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. All intra-group balances, transactions, unrealised gains and losses resulting from intra-group transactions and dividends are eliminated in full.

Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance.

A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group loses control over a subsidiary, it:

· Derecognises the assets (including goodwill) and liabilities of the subsidiary

· Derecognises the carrying amount of any non-controlling interest

· Derecognises the cumulative translation differences, recorded in equity

· Recognises the fair value of the consideration received

· Recognises the fair value of any investment retained

· Recognises any surplus or deficit in profit or loss

· Reclassifies the parent's share of components previously recognised in other comprehensive income to profit or loss or retained earnings, as appropriate.

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, measured at acquisition date fair value and the amount of any non-controlling interest in the acquiree. For each business combination, the acquirer measures the non-controlling interest in the acquiree at the proportionate share of the acquiree's identifiable net assets. Acquisition costs incurred are expensed and included in administrative expenses.

When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree.

If the business combination is achieved in stages, the acquisition date fair value of the acquirer's previously held equity interest in the acquiree is remeasured to fair value at the acquisition date through profit or loss. This will cease to apply when control is achieved.

Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration which is deemed to be an asset or liability, will be recognised in accordance with IAS 39 in profit or loss. If the contingent consideration is classified as equity, it should not be remeasured until it is finally settled within equity.

Goodwill is initially measured at cost being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interest over the net identifiable assets acquired and liabilities assumed. If this consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognised in profit or loss.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group's cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.

Where goodwill forms part of a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this circumstance is measured based on the relative values of the operation disposed of and the portion of the cash-generating unit retained.

(b) Foreign currencies

· Functional and presentation currency

The consolidated financial statements are presented in United States dollar, which is also the parent company's functional currency. For each entity the Group determines the functional currency and items included in the financial statements of each entity are measured using that functional currency.

· Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of comprehensive income.

Changes in the fair value of monetary securities denominated in foreign currencies classified as available for sale are analysed between translation differences resulting from changes in the amortised cost of the security, and other changes in the carrying amount of the security. Translation differences are recognised in profit or loss, and other changes in the carrying amount are recognised in other reserve.

Non-monetary financial assets and liabilities that are carried at historic cost are translated using the exchange rate as at the dates of initial transactions and are not re-measured. Translation differences on non-monetary financial assets and liabilities such as equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss. Translation differences on non-monetary financial assets, such as equities classified as available for sale, are included in the fair value reserve in equity.

· Group companies

The results and financial position of all Group entities, none of which has the currency of a hyperinflationary economy that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

(I) assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position;

(II) income and expenses for each statement of comprehensive income are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and

(III) all resulting exchange differences are recognised in the statement comprehensive income as other comprehensive income.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.

(c) Financial assets

The Group classifies its financial assets, at initial recognition, into one of the following categories: investments at fair value through profit or loss, loans and receivables, derivative financial instruments and other financial assets, as appropriate, depending on the purpose for which the asset was acquired. The Group's accounting policy for each category is as follows:

· Investments at fair value through profit or loss

These financial assets are designated by the Board of Directors at fair value through profit or loss at inception, which include debt and equity securities, convertible credit agreements and derivatives, upon initial recognition on the basis that they are part of a group of financial assets which are managed and have their performance evaluated on a fair value basis, in accordance with the risk management and investment strategies of the Group.

Recognition / Derecognition:

Regular acquisitions and disposals of investments are recognised on the trade date on which the Group received acquisitions of investments or delivered disposals of investments. A fair value through profit or loss asset is derecognised when the Group loses control over the contractual rights that comprise that asset. This occurs when the rights to receive cash flows from the asset have expired or the Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a 'pass-through' arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. Fair value through profit or loss assets that are derecognised and corresponding receivables from the buyer for the payment are recognised as of the date the Group commits to sell the assets.

· Investments at fair value through profit or loss

Measurement:

Financial assets held at fair value through profit or loss is initially recognised at fair value. Transaction costs are expensed in the profit or loss. Subsequent to initial recognition, all financial assets and financial liabilities are measured at fair value. Gains and losses arising from changes in the fair value of the financial assets held at fair value through profit or loss are presented in the profit or loss in the period in which they arise.

Dividend income from investments at fair value through profit or loss is recognised in the profit or loss within other income when the Group's right to receive payments is established.

Fair value estimation:

The fair value of financial instruments traded in active markets (such as publicly traded securities) is based on quoted market prices at the reporting date. The quoted market price used for financial assets held by the Group is the current bid price. The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques in accordance with the Guidelines. Pursuant to the Guidelines, the Group believes the following techniques applied individually, or in combination, are the most suitable ones for the Group's current portfolios:

(I) Price of recent investments: When valuing investments on the basis of the price of recent investments, the cost of the investment itself or the price at which a significant amount of new investment into the relevant investee company was made to estimate the fair value of the investment, but only for a limited period following the date of the relevant transaction. During the limited period following the date of the relevant transactions, changes or events subsequent to the relevant transaction which would imply a change in the investment's fair value have been assessed.

(II) Earnings multiples: When valuing investments on a multiple basis, the Group has abided by the following principles:

i. apply a multiple that is appropriate and reasonable (giving the risk profile and earnings growth prospects of the underlying company) to the maintainable earnings of the underlying company;

ii. adjust the amount derived in (i) above for surplus assets or excess liabilities and other relevant factors to derive the enterprise value for the underlying company;

iii. deduct from the enterprise value all amounts relating to financial instruments ranking ahead of the highest ranking instrument of the Group in a liquidation and taking into account the effect of any instrument that may dilute the Group's investments in order to derive the gross attributable enterprise value;

iv. apply an appropriate marketability discount to the gross attributable enterprise value derived in (iii) above in order to derive the net attributable enterprise value. The marketability discount relates to an investment rather than to the underlying business. Marketability discounts will vary from situation to situation and is a question of judgement. When a discount is applied, relevant factors in determining the appropriate marketability discount in each particular situation will be considered. A discount in the range of 20% to 30% (in steps of 5%) is generally used in practice, depending upon the particular circumstances; and

v. apportion the net attributable enterprise value appropriately between the relevant financial instruments.

(III) Discounted cash flow ("DCF"): Fair value is estimated by deriving the present value of the investment using reasonable assumptions of expected future cash flows and the terminal value and date, and the appropriate risk-adjusted discount rate that quantifies the risk inherent to the investment. The discount rate is estimated with reference to the market risk-free rate, a risk adjusted premium and information specific to the investment or market sector.

(IV) Industry valuation benchmarks: The use of industry benchmarks is only likely to be reliable and therefore appropriate as the main basis of estimating fair value in limited situations, and is more likely to be useful as a sense of check of values produced using other methodologies. The Group has primarily relied on such metrics to validate the outcome produced by other valuation techniques.

· Loans and receivables

These assets are non-derivative financial assets with fixed or determinable payments that are not quoted on an active market. Income from loans and receivables is recognised as it accrues by reference to the principal outstanding and the effective interest rate applicable, which is the rate that exactly discounts the estimated future cash flows through the expected life of the financial asset to the asset's carrying value. The losses arising from impairment are recognised in the statement of comprehensive income.

This category generally applies to trade and other receivables. For more information on receivables, refer to Note 17.

· Derivative financial instruments

Derivative financial instruments are held at fair value and changes in fair value are recognised in profit or loss of the statement of comprehensive income.

· Impairment of financial assets

For amortised cost loans and receivables, the Group assesses, at each reporting date, whether there is objective evidence that a financial asset or a group of financial assets is impaired. An impairment exists if one or more events that has occurred since the initial recognition of the asset (an incurred 'loss event'), has an impact on the estimated future cash flows of the financial asset or the group of financial assets that can be reliably estimated. Evidence of impairment may include indications that the debtors is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganisation and observable data indicating that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults.

(d) Financial liabilities

The Group's financial liabilities include trade and other payables, financial guarantee contracts and preference shares.

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

The measurement of financial liabilities depends on their classification, as described below:

· Financial guarantee contracts

Financial guarantee contracts issued by the Group are those contracts that require a payment to be made to reimburse the holder for a loss it incurs because the specified debtor fails to make a payment when due in accordance with the terms of a debt instrument. Financial guarantee contracts are recognised initially as a liability at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequently, the liability is measured at the higher of the best estimate of the expenditure required to settle the present obligation at the reporting date and the amount recognised less cumulative amortisation.

· Preference shares

Convertible Zero Dividend Preference Shares ("CZDP") are regarded as a compound financial instrument, consisting of a liability component and an equity component. The fair value of the liability component is estimated at the date of issue using the prevailing market interest rate for a similar bond without early redemption or equity conversion option. The difference between the proceeds of the CZDP issue and the fair value of the liability component of the CZDP is assigned to the equity component of the CZDP representing the embedded equity conversion option, and the derivative financial assets representing the embedded early redemption option.

Issue costs were allocated among the liability, and equity components of the CZDP and the derivative financial assets based on their relative carrying amounts at the date of issue.

The interest charges on the CZDP liability component is computed using the prevailing market interest rate for similar bond without early redemption or equity conversion option.

· Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled, or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.

(e) Cash and cash equivalents and short-term borrowings

Cash and cash equivalents are defined as cash in hand, demand deposits, time deposit and short-term, highly liquid investments that are readily convertible into known amounts of cash, are subject to an insignificant risk of changes in value, and have a short maturity, generally less than three months, less bank overdrafts which are repayable on demand and form an integral part of the Group's cash management. For the purpose of the statement of financial positions, cash and bank balances comprise cash on hand and at banks, including term deposits, which are not restricted as to use.

Short-term borrowings are made for varying periods of between three months and twelve months, depending on the immediate cash requirements of the Group, and pay interest at the respective short-term borrowing rates.

(f) Share-based payments

Employees (including senior executives) of the Group receive remuneration in the form of share-based payment transactions, whereby employees render services as consideration for equity instruments ("equity-settled transactions"). Certain directors, executives and key employees of the Group are granted share appreciation rights, which can only be settled in cash ("cash-settled transactions"). Advisors receive equity-settled options in relation to the Company's admission to trading on the AIM market of the London Stock Exchange.

The cost of these options with employees are measured by reference to the fair value of the equity instruments awarded at the date of grant, whereas those with non-employees are measured at the fair value of goods or services received at the date when the goods or services have been received. The fair value is determined by using Binominal Tree model, further details of which are given in note 27.

Equity-settled transactions

The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (the "vesting date"). The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group's best estimate of the number of equity instruments that will ultimately vest. The profit or loss charge of credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period and is recognised in employee expense (see Note 6).

No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market or non-vesting condition, which are treated as vesting irrespective of whether or not the market condition is satisfied, provided that all other performance and/or service conditions are satisfied.

Where the terms of an equity-settled award are modified, the minimum expense recognised is the expense as if the terms had not been modified. An additional expense is recognised for any modification, which increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to the employee as measured at the date of modification.

Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the original award, as described in the previous paragraph.

The dilutive effect of outstanding options is reflected as additional share dilution in the computation of earnings per share.

Cash-settled transactions

The cost of cash-settled transactions is measured initially at fair value at the grant date using binominal tree model, further details of which are given in Note 27. This fair value is expensed over the period until the vesting date with recognition of a corresponding liability. The liability is remeasured to fair value at each reporting date up to and including the settlement date, with changes in fair value recognised in employee expense (see Note 6).

(g) Taxes

Current Income Tax

Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date.

Current income tax relating to items recognised directly in equity is recognised in equity and not in the statement of comprehensive income. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred Tax

Deferred tax is provided using the liability method on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred tax liabilities are recognised for all taxable temporary differences, except:

(I) where the deferred tax liability arises from goodwill or the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

(II) in respect of taxable temporary differences associated with investments in subsidiaries and associates where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax assets are recognised for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised, except:

(I) where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

(II) in respect of deductible temporary differences associated with investments in subsidiaries and associates, deferred tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

Deferred Tax (continued)

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

Income taxes are recognised in the profit or loss or directly in equity except when a tax exemption has been granted.

(h) Performance incentive payable

Performance incentive payable is only accrued on those investments (classified as investments at fair value through profit or loss and loans) in which the investment's performance conditions, measured at the end of each reporting period, would be achieved if those investments were realised at fair value. Fair value is determined using the Group's valuation methodology and is measured at the end of each reporting period.

Any changes in the performance incentive provision will be reflected in the line item of the statement of comprehensive income in which the expense establishing the provision was originally recorded.

(i) Investment Income /Loss

Investment income/loss derived from the investment activities is equivalent to "revenue" for the purposes of IAS1. Investment income/loss is analysed into the following components:

· Realised gains/losses on the disposal of investments are the difference between the fair value of the consideration received less any directly attributable costs, on the sale of equity and the repayment of loans and receivables, and its carrying value at the start of the accounting period.

· Unrealised gains/losses on the revaluation of investments are the movement in the carrying value of investments measured at fair value between the start and end of the accounting period and the impairment of amortised cost loans.

· Income/loss from loans is recognised on a time proportion basis as it accrues by reference to the principal outstanding and the effective interest rate applicable.

· Dividends earned on equity investments are recognised when the shareholders' rights to receive payment have been established.

(j) Provisions and contingent liabilities

Provisions are recognised for liabilities of uncertain timing or amount when the Group has a legal or constructive obligation arising as a result of a past event, which will probably result in an outflow of economic benefits that can be reasonably estimated.

Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of an outflow of economic benefits is remote. Possible obligations, the existence of which will only be confirmed by the occurrence or non-occurrence of one or more future events, are also disclosed as contingent liabilities unless the probability of an outflow of economic benefits is remote.

(k) New and revised IFRS that are effective or early adopted in 2015 and relevant to the Group

On 1 January 2015, the Group adopted the following new standards, amendments and interpretations.

Amendment to IAS 19 Defined Benefit Plans: Employee Contributions

Annual Improvements 2010-2012 Cycle

Annual Improvements 2011-2013 Cycle

The Group adopted the IAS 19 Amendments - Defined Benefit Plans: Employee Contributions in 2015. IAS 19 Amendments require an entity to consider contributions from employees or third parties when accounting for defined benefit plans. Where the contributions are linked to service, they should be attributed to periods of service as a negative benefit. These amendments clarify that, if the amount of the contributions is independent of the number of years of service, an entity is permitted to recognise such contributions as a reduction in the service cost in the period in which the service is rendered, instead of allocating the contributions to the periods of service.

Annual Improvements 2010-2012 Cycle and Annual Improvements 2011-2013 Cycle

IFRS 2 - Share-Based Payment

This improvement is applied prospectively and clarifies various issues relating to the definitions of performance and service conditions which are vesting conditions.

IFRS 3 - Business Combinations

The amendments are applied prospectively and clarify that: (1) all contingent consideration arrangements classified as liabilities (or assets) arising from a business combination should be subsequently measured at fair value through profit or loss whether or not they fall within the scope of IFRS 9 (or IAS 39, as applicable); and (2) IFRS 3 does not apply to the accounting for the formation of any joint arrangement.

(k) New and revised IFRS that are effective or early adopted in 2015 and relevant to the Group (continued)

IFRS 8 - Operating Segments

The amendments are applied retrospectively and clarify that: (1) an entity must disclose the judgements made by management in applying the aggregation criteria, including a brief description of operating segments that have been aggregated and the economic characteristics used to assess whether the segments are "similar"; and (2) the reconciliation of segment assets to total assets is only required to be disclosed if the reconciliation is reported to the chief operating decision maker, similar to the required disclosure for segment liabilities.

IAS 24 - Related Party Disclosures

The amendment is applied retrospectively and clarifies that a management entity (an entity that provides key management personnel services) is a related party subject to the related party disclosures. In addition, an entity that uses a management entity is required to disclose the expenses incurred for management services.

IFRS 13 - Fair Value Measurement

The amendment is applied prospectively and clarifies that the portfolio exception can be applied not only to financial assets and financial liabilities, but also to other contracts within the scope of IFRS 9 (or IAS 39, as applicable).

IAS 40 - Investment Property

The amendment is applied prospectively and clarifies that the guidance in IFRS 3 is used to determine if the purchase of investment property is the purchase of an asset or a business combination.

The adoption of the above standards, amendments and interpretations does not have any significant impact on the operating results, financial position and comprehensive income of the Group. The Group has not early adopted any other standard, amendment or interpretation that was issued but not yet effective.

(l) Standards issued but not yet effective

Standards issued but not yet effective up to the date of issuance of the Group's financial statements are listed below. This listing is of standards, amendments and interpretations issued that the Group reasonably expects to be have an impact on disclosures, financial position or performance when applied at a future date.

Directors do not anticipate that the adoption of these standards and interpretations will have a material impact on the financial statements in the period of initial application and have decided not to adopt early.

The initial application of IFRS 9 could have a material effect on the classification and measurement of the Group's financial assets, but no impact on the classification and measurement of the Group's financial liabilities.

2 Investment loss

3 Consulting services receivable/(payable)

4 Performance incentive

A balance sheet provision for future performance incentive for the year ended 31 December 2015 was US$4,194,262 (2014: US$7,404,454). The decrease in balance was derived from the unrealised losses on investments in 2015.The performance incentives are accrued and payable to Origo Adviser Ltd refer to Note 27 for details on Origo Advisers Ltd.

The amount of performance incentives has been calculated and accrued in accordance with the basis, (i) from the time the Hurdle has been reached, the next US$1,700,000 of Gross Realisations shall be applied towards equal payments of performance incentives; and thereafter (ii) 20 per cent of each subsequent Gross Realisation shall be applied towards an equal further payment of performance incentive.

* Hurdle: US$90,000,000 of Gross Realisations

** Gross Realisation: cumulative gross cash proceeds received by or on behalf of the Group which are derived from the realisation of assets in the Portfolio, after having made full provision for repayment of any third party debt (including any unpaid interest thereon) and any related hedge or other break costs and any prepayment fees and penalties thereon, but before any related transactional costs, fees and expenses and any taxes required to be paid by the relevant selling entity that arise directly as a result of completion of the relevant transaction to dispose of the relevant asset, provided that any amounts of deferred consideration or earn-out shall not be counted towards such realisations until actually received by the relevant selling member of the Group.

5 Other administrative expenses

6 Information regarding directors and employees

* All employees of the Group have been transferred to and employed by Origo Advisors Ltd in January 2015, which is controlled by entities whose ultimate beneficiaries include Niklas Ponnert (Director of the Company), Chris A Rynning and Luke Leslie.

** Management includes Mr. Chris A Rynning, the former Chief Executive Officer and Mr. Niklas Ponnert, the former Chief Financial Officer.

7 Directors' remuneration

Directors' remuneration for the year 2015 and the number of options held were as follows:

Directors' remuneration for the year 2014 and the number of options held were as follows:

* Short term employee benefits

** Share-based payment refers to expenses arising from the Company's share option scheme (note 26).

*** Mr. Wang Chao Yong, Mr. Chris A Rynning, Mr. Christopher Jemmett and Mr. Tom Preststulen resigned as Directors of the Company in February 2015. The remaining directors of the Company are Shonaid Jemmett-Page (Non-executive Chairman), Lionel de Saint-Exupery (Non-executive Director) and Niklas Ponnert (Director).

8 Operating segment information

Operating segments are components of the entity whose results are regularly reviewed by the entity's chief operating decision-maker to make decisions about resources to be allocated to the segment and to assess its performance. The chief operating decision-maker for the Group is considered to be the Board of Directors. The Group's operating segments have been defined based on the types of investments which was equity investment and debt instrument in 2015 and 2014.

For the year ended 31 December 2015

The Group's geographical areas based on the location of investment assets (non-current assets), are defined primarily as China, Mongolia, South Africa and Europe, as presented in the following table.

For the year ended 31 December 2014

9 Finance income and costs

10 Income tax

As the Company is not in receipt of income from Manx land, certain related business or property and does not hold a Manx banking licence, it is taxed at the standard rate of 0% on the Isle of Man. The company is resident for tax purposes in the Isle of Man and subject to corporate income tax at the standard rate of 0% and as such no provision for tax in the Isle of Man has been made.

* The deferred income tax liability US$ 2,081,539 relates to fair value gain of Celadon Mining Ltd, China Rice Ltd, Niutech Energy Ltd, Unipower Battery Ltd and Shanghai Yi Rui Tech New Energy Technology Ltd, estimated in accordance with the relevant tax laws and regulations in the People's Republic of China ("PRC") based on a tax rate of 10%.

The tax expense for the year can be reconciled per the statement of comprehensive income as follows:

Deferred income taxes

11 Earnings per share

12 Property, plant and equipment

13 Investments in subsidiaries

The principal subsidiaries of the Group, all of which have been included in these consolidated financial statements are as follows:

* Owned by Origo Resource Partners Ltd

** Owned by Ascend Ventures Ltd

*** Struck off

14 Investments at fair value through profit or loss

As at 31 December 2015