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Half Yearly Report

19 Sep 2011 07:00

RNS Number : 4455O
Origo Partners PLC
19 September 2011
 



 

 

19 September 2011

 

 

 

Origo Partners Plc

("Origo" or the "Group")

Interim Financial Report for the six months ended 30 June 2011

 

 

Highlights for the six months ended 30 June, 2011 ("the Period"):

 

- Total investments of more than US$49 million in new and existing portfolio companies

- Successful issue of US$60 million of convertible zero-dividend preferred shares in March 2011 to fund new identified value enhancing investment opportunities

- Profit before tax of US$19.4 million (30 June 2010: US$2.0 million)

- Revenues of US$1.3 million (30 June 2010: US$1.4 million)

- Operating loss of US$5.3 million (30 June 2010: US$1.0 million)

- Total administrative expenses of US$5.9 million (30 June 2010: US$1.7 million)

- Net asset value of US$225.1 million (31 December 2010: US$196.6 million, 30 June 2010: US$162.5 million)

- Net asset value per share of US$0.76 (31 December 2010: US$0.66)

- Ending cash position of US$51.9 million

 

 

Chief Executive's Statement

 

Following a successful US$60 million fund raising in March 2011, we continued to deliver on our strategy of identifying and investing in companies active in our key target sectors of natural resources, agriculture and clean-technologies.

 

In addition to providing us with new funds, the issue of new convertible preference shares in March enabled us to diversify our sources of funding whilst minimising the level of dilution of existing ordinary shareholders' interests. The convertible zero-dividend preferred shares provide a protected return and the opportunity to participate in Origo's future growth.

 

We announced total investments of more than US$49 million in the Period across six existing and four new portfolio companies, reflecting the growing scale and strength of our business and our ability to deploy capital across our target sectors.

 

The successful listing of Kincora Copper Ltd ("Kincora") on the TSX Venture Exchange post the end of the Period and the partial sale of our beneficial interest in Beijing Rising Information Technology Ltd for US$2.5 million in February 2011 continue our growing track record of creating exit opportunities for our investments.

 

Origo also continued to develop and launch new, innovative fund products during the Period and, as announced separately today, we have launched marketing for China Cleantech Partners, L.P. ("CCP").

 

CCP will invest in privately held Chinese cleantech companies either directly, or indirectly as a limited partner through the Origo Xinxiang Renewable Energy Fund, L.P, a RMB 500 million (US$77.5 million) denominated limited partnership established by Origo and the Municipal Government of Xinxiang, with a RMB 125 million commitment from the Xinxiang Investment Group. We are delighted to have successfully raised capital from the Chinese government following a long and productive due diligence process and, subject to domestic market conditions, we expect to grow significantly our renminbi fund management business in the future.

 

 

We also recently announced the formation of the MSE (Mongolian Stock Exchange) Liquidity Fund. This new fund will invest in Mongolia and provide investors with direct exposure through one product to the Mongolian Stock Exchange via investments in primarily the top ten traded companies listed on the exchange, high interest savings deposit rates on offer at Mongolian commercial banks and 100 per cent exposure to the Mongolian Tugrik.

 

We expect that management of third party investment vehicles will be an important part of our business model going forward. Beyond the opportunity to generate fee based income, fund management will allow us to grow our investor base, recruit and retain talent, expand into alternative asset classes, and secure investment opportunities which would not otherwise be accessible for the Group.

 

Portfolio review

 

 

In February 2011, Origo entered into an agreement to acquire a 49 per cent stake in Shanghai Evtech New Energy TechnologyLtd ("Evtech") for an initial investment of approximately US$550,000, subject to the achievement of certain operational and financial milestones. EVtech is in the early stage of commercialising a number of battery management systems and vehicle control units for the electric vehicle market.

 

In March 2011, we acquired an equity stake of up to a maximum of 29 per cent on a fully diluted basis in China Rice Ltd ("China Rice") for US$13 million. China Rice is one of China's leading privately held rice processing and distribution groups with an annual production capacity of approximately 300,000 tonnes and a strong resource and procurement base in one of China's largest rice producing belts. Following significant increases in the price of rice in the first half of the year and expected continued inflationary pressure on this commodity throughout the second half of 2011 and beyond, we announced a further investment of US$10 million in China Rice in August 2011. China Rice will use the proceeds of the financing as procurement funding to lock in supplies of paddy-rice at favourable prices in preparation for the high season (November to March), which Origo expects will significantly boost the company's financial performance in 2012. We view the rice sector as highly attractive given domestic food price inflation, growing demand from increasingly discerning Chinese consumers and sector profitability.

 

Also in March and April 2011, Origo contributed US$9 million to a US$22 million convertible note offering by Unipower Battery Ltd ("Unipower") to enable Unipower to increase production capacity to meet growing demand for the large polymer batteries it produces. Once the expansion is complete, Unipower expects to be among China's largest providers of lithium-ion batteries for the domestic electrical vehicle market. Origo continues to see enormous potential in investments in lithium ion battery firms serving the Chinese electric vehicle sector. The opening up of a new market to supply power storage solutions for China's power grid infrastructure also provides further strong growth potential.

 

Capping a busy month, in March Origo acquired a 9.7 percent equity stake in Celadon Mining Ltd ("Celadon"), a Chinese focused coal mining and exploration company, for approximately £8 million (US$13.1 million). Celadon owns four Chinese coal properties with a total estimated resource base (according to Chinese classification) of 260 million tonnes of a mixture of high ranked coal, including PCI and meager coal. Celadon produced small amounts of coal in 2010 and has the potential to significantly expand production to over 1 million tonnes per annum over the next 3 years, funded by existing operational cash flow. The outlook for coking coal demand in China remains very positive and we continue to be bullish on the sector, although we recognise the inherent risks in coal operations and commodity price fluctuations.

 

In June 2011, Origo acquired a 20 per cent equity stake in Moly World Ltd ("Moly World"), owner of an advanced stage molybdenum exploration project in Mongolia, for US$20 million and was granted an offtake covering up to 20 per cent of all future production for the life of mine. On the basis of two independent assessments, Origo believes that the project has the potential to host a world class molybdenum resource, benefiting from high grade and near surface mineralization. Moly World will use the proceeds to fund further exploration in order to produce a JORC-compliant resource estimate by December 2011. As a late stage project we have a clear view of Moly World's significant development potential and our confidence is supported by the ongoing switch in Chinese demand from lower quality to higher quality steels which require increased levels of molybdenum.

 

After the end of the Period, and following an initial agreement in April 2011, TSX Venture Exchange listed Brazilian Diamonds Ltd acquired Origo's 25 per cent equity stake, the right to subscribe for a further 50 per cent of the issued share capital of Kincora Group Ltd and a US$500,000 loan extended to Kincora Group Ltd. On completion of the transaction, Origo held a 34.8 per cent interest in the enlarged listed entity, renamed Kincora Copper Ltd (KCC: CN), which in turn held a 75 per cent interest in the Bronze Fox copper-gold deposit in Mongolia. Bronze Fox is an advanced copper gold exploration project, located close to the Oyu Tolgoi mine and the Chinese border. In August 2011, Kincora announced that it had successfully acquired the remaining 25 per cent holding in the Bronze Fox deposit which it did not already own in return for Kincora shares equivalent to 20 per cent of its value. Post this transaction, Origo now holds a 28 per cent stake in Kincora. Kincora also recently announced positive exploration results significantly extending the potential zone of copper mineralization and underlining its potential.

 

 

Financial performance

 

The Group recorded a profit after tax of US$19.3 million in the Period, significantly higher than the US$2.0 million profit achieved in the corresponding period of 2010. This increase was driven by a rise in investment income to US$25.4 million, primarily as a result of significant positive movements in the fair value of our portfolio.

 

Revenues were broadly stable at US$1.3 million compared to US$1.4 million in the first half of 2010 although administrative costs rose to US$5.9 million, of which US$2.4 million is due to one-off, non-cash based charges in the form of the reversal of accrued interest loans extended to aportfolio company.

 

The Directors' estimate of the fair value of Origo's portfolio of investments rose to US$222.6 million compared to US$113.4 million at the end of the corresponding period of 2010 and US$163.0 million at 31 December 2010. A large part of this increase - US$49 million was due to investments completed during the course of the Period. We have however written up the value of a number of holdings, including Gobi Coal & Energy Ltd to US$65.8 million (31 December 2010: US$52.7 million); Celadon Mining Ltd to US$24.4 million (cost of US$13.1 million); and Kincora Group Ltd toUS$11.6 million (31 December 2010: US$2.9 million). The increases in the estimated value in these holdings were partly offset for a total of US$12.1 million write down in value, including a write down in the value of our positions in IRCA Holdings Ltd by US$7.4 million and in Rising Technology Corporation Ltd by US$4.3 million.

 

At the end of the Period the Group had cash and cash equivalents of US$51.9 million compared to US$47.4 million at 30 June 2010 and US$33.4 million at the end of 2010. The increase is mainly a result of US$57.3 million in net proceeds following the issuance of the convertible zero-dividend preference shares in March 2011 offset by US$49 million of new investments and operating cash-flow of (US$0.6 million) during the Period.

 

Net asset value rose from US$162.5 million as at 30 June 2010 to US$225.1 million at the end of the Period, representing a net asset value per share of US$0.76.

 

Strategy and outlook

 

Despite renewed concerns about the health of developed economies, we remain confidentthat the Chinese economy is increasingly resilient to external crises and that it will continue to experience sustainable economic growth over the medium-term.

 

Domestic Chinese demand is increasingly important to the country's GDP growth compared to export demand and although the Chinese Government is currently taking steps to slow the economy, investment in domestic infrastructure such as housing and water infrastructure remains strong.

 

As a result, we remain committed to our existing investment strategy and have also begun to seek greater exposure to consumer markets to enable us to benefit further from emerging trends in the Chinese economy, such as our investment in China Rice.

 

We believe there is the potential for a number of revaluation and capital market events in the second half of the year, most notably of Gobi Coal & Energy Ltd which is expected to enter production later in the year or early next year.

 

As a Group, we will continue to build our asset management business bylaunching third-party funds, in particular RMB-denominated vehicles, launched in partnership with various Chinese local governments. We are presently in the late stages of evaluating a number of regional and sector specific fund opportunities, and we expect to be in a position to announce at least one more such partnership before the end of the year.

 

Mongolia continues to provide significant opportunities as a still largely untapped source of resources to feed China's growth and development, therefore wewill continue to target new investments in the country utilising our growing team on the ground. The next year may prove to be transformational for Mongolia with the expected entry into production of Oyu Tolgoi, the potential privatisation of TavanTolgoi and significant reform of the country's stock market.

 

Recent events have shown the risks of investing in Chinese companies, in particular for those investors who do not have an on the ground presence. Whilst we can never completely mitigate all such risks, we are confident that our approach to investing, with a focus on rigorous duediligence combined with active ownership, provides us and our shareholders with a safe and profitable way of investing in privately held Chinese businesses. 

 

 

ENDS

 

Further information:

 

Origo Partners plc

Chris Rynning

(chris@origoplc.com)

Niklas Ponnert

(niklas@origoplc.com)

 

 

+86 1390 124 6417

 

+86 1351 106 1672

Nominated Adviser and Broker

Liberum Capital Limited

Simon Atkinson/Richard Bootle

 

+44 (0)20 3100 2222

Public Relations

Aura Financial

Andy Mills / Nina Legge

+44 (0)20 7321 0000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interim Consolidated Statement of Comprehensive Income

For the six months ended 30 June 2011

 

(Unaudited)

Six months ended

30 June 2011

(Unaudited)

Six months ended

30 June 2010

Notes

US$'000

US$'000

Revenue

3

1,259

1,417

Cost of sales

3

(699)

(740)

Gross profit

560

677

Share-based payments

4/19

(679)

461

Other administrative expenses

4

(5,176)

(2,176)

Total administrative expenses

4

(5,855)

(1,715)

Loss from operations

(5,295)

(1,038)

Investment income

7

25,386

2,296

Including:

- Share of loss of an associate

(2)

(68)

Foreign exchange losses

(20)

(283)

Finance income

640

1,060

Finance costs

(1,292)

(41)

Profit  before tax

19,419

1,994

Income tax

8

(139)

-

Profit  after tax

19,280

1,994

Other comprehensive income

 

Exchange differences on translating foreign operations

26

5

Other comprehensive income for the period

26

5

Total comprehensive income before tax

19,445

1,999

Income tax effect

(139)

-

Total comprehensive income after tax

19,306

1,999

Profit  after tax

Attributable to:

- Owners of the parent

19,406

2,020

- Non-controlling interests

(126)

(26)

 

19,280

1,994

Total comprehensive income

Attributable to:

 

- Owners of the parent

19,432

2,025

- Non-controlling interests

(126)

(26)

 

19,306

1,999

Basic EPS

9

6.48 cents

0.90 cents

Diluted EPS

9

5.96 cents

0.90 cents

 

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

 

Interim Consolidated Statement of Financial Position

As at 30 June 2011

Assets

Notes

(Unaudited)

30 June 2011

US$'000

(Unaudited)

30 June 2010

US$'000

(Audited)

31 December 2010

US$'000

 

Non-current assets

Property, plant and equipment (PPE)

95

63

42

Intangible assets

13

15

14

Investments at fair value through profit or loss

10

188,546

94,310

127,963

Loans

13

32,274

18,989

34,942

Loan interest receivables

1,974

1,120

1,529

Available-for-sale investments

49

49

49

Investment in an associate

12

71

21

73

Other investments

6

15

13

Derivative financial assets

14

5,151

-

-

 

228,179

114,582

164,625

Current assets

Inventories

9

52

52

Trade and other receivables

15

3,800

3,591

5,299

Cash and bank balances

51,880

47,437

33,411

 

55,689

51,080

38,762

Total assets

283,868

165,662

203,387

Current liabilities

Trade and other payables

16

828

2,103

3,964

Deferred income tax liability

1,146

546

1,270

Provision

2,210

557

1,562

 

4,184

3,206

6,796

Total assets less current liabilities

279,684

162,456

196,591

Non-current liabilities

Liability component of convertible zero

dividend preference shares

17

54,568

-

-

Net assets

225,116

162,456

196,591

Equity attributable to owners of the parent

Issued capital

18

47

47

47

Share premium

119,261

119,261

119,261

Share-based payment reserve

5,521

5,409

5,490

Retained earnings

94,394

40,941

74,988

Translation reserve

(1,443)

(1,495)

(1,469)

Equity component of convertible zero

dividend preference shares

7,462

-

-

Other reserve

(1,432)

(1,432)

(1,432)

223,810

162,731

196,885

Non-controlling interests

1,306

(275)

(294)

Total equity

225,116

162,456

196,591

Total equity and liabilities

 

283,868

165,662

203,387

 

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

Interim Consolidated Statement of Cash Flows

For the six months ended 30 June 2011

 

(Unaudited)

(Unaudited)

Six months ended

Six months ended

30 June 2011

30 June 2010

Notes

US$'000

US$'000

Profit before tax

19,420

1,994

Adjustments for:

Depreciation

15

12

Share-based payments

19

679

(461)

Provision for impairment of loan interest receivables

2,404

-

Unrealised gains on investments at FVTPL*

7

(23,693)

(3,022)

Unrealised (gain)/loss on loans

7

(114)

658

Fair value gain on derivative financial assets

7

(1,608)

-

Realised losses on disposal of an investment

7

27

-

Share of loss of an associate

7

2

68

Foreign exchange losses

20

283

Finance income

(640)

(1,060)

Return on convertible zero dividend preference shares

17

1,237

-

Operating loss before changes in working capital and provisions

(2,251)

(1,528)

Decrease/(increase) in trade and other receivables

15

1,671

(1,032)

(Decrease)/increase in trade and other payables

16

(61)

684

Decrease in inventories

43 

(1)

Net cash outflow from operations

(598)

(1,877)

Investing activities

(Purchases)/disposal of property, plant and equipment

(61)

4

Purchases of investments at FVTPL

(37,731)

(4,359)

Purchases of loans

(11,418)

(1,446)

Proceeds from disposals of investments at FVTPL

8,880

-

Proceeds from repayment of loans

1,200

394

Finance income received

25

-

Net cash flows outflow from investing activities

(39,105)

(5,407)

Financing activities

Issue of convertible zero dividend preference shares

17

60,000

-

Transaction costs of issue of convertible zero dividend

preference shares

17

(2,749)

-

Issue of ordinary shares

-

29,488

Net cash flows inflow from financing activities

57,251

29,488

Net increase in cash and cash equivalents

17,548

22,204

Effect of exchange rate changes on cash and cash equivalents

921

239

Cash and cash equivalents at beginning of period

33,411

24,994

Cash and cash equivalents at end of period

51,880

47,437

 

* FVTPL refers to fair value through profit or loss

 

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

 

Interim Consolidated Statement of Changes in Equity

For the six months ended 30 June 2011

 

Attributable to equity holders of the parent

Issued capital

US$'000

Share premium

US$'000

Share-

based payment reserve

US$'000

Retained earnings

US$'000

Equity component of CZDP*

US$'000

Other reserve

US$'000

Translation reserve

US$'000

Total

US$'000

 

Non-controlling interests

US$'000

Total

equity

US$'000

At 1 January 2011

47

119,261

5,490

74,988

-

(1,432)

(1,469)

196,885

(294)

196,591

Profit for the period

-

-

-

19,406

-

-

-

19,406

(126)

19,280

Other comprehensive income

-

-

-

-

-

-

26

26

-

26

Total comprehensive income

-

-

-

19,406

-

-

26

19,432

(126)

19,306

Issue of convertible zero dividend preference shares

-

-

-

-

7,462

-

-

7,462

-

7,462

Share-based payment expense

-

-

31

-

-

-

-

31

-

31

Consolidation of a subsidiary

-

-

-

-

-

-

-

-

1,726

1,726

At 30 June 2011

47

119,261

5,521

94,394

7,462

(1,432)

(1,443)

223,810

1,306

225,116

 

* CZDP refers to convertible zero dividend preference shares.

 

Attributable to equity holders of the parent

Issued capital

US$'000

Share premium

US$'000

Share-

based payment reserve

US$'000

Retained earnings

US$'000

Other reserve

US$'000

Translation reserve

US$'000

Total

US$'000

 

Non-controlling interests

US$'000

Total

equity

US$'000

At 1 January 2010

35

89,785

6,427

38,921

(1,432)

(1,500)

132,236

(249)

131,987

Profit for the period

-

-

-

2,020

-

-

2,020

(26)

1,994

Other comprehensive income

-

-

-

-

-

5

5

-

5

Total comprehensive income

-

-

-

2,020

-

5

2,025

(26)

1,999

Proceeds from share issues for cash

12

29,476

-

-

-

-

29,488

-

29,488

Share-based payment expense

-

-

(1,018)

-

-

-

(1,018)

-

(1,018)

At 30 June 2010

47

119,261

5,409

40,941

(1,432)

(1,495)

162,731

(275)

162,456

 

 

 

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

Notes to the Interim Condensed Consolidated Financial Statements

For the six months ended 30 June 2011

 

1 General information

 

Origo Partners Plc is a limited liability company incorporated and domiciled in the Isle of Man whose shares are publicly traded on the AIM market of the London Stock Exchange.

 

The Company and its subsidiaries are collectively referred to as the Group.

 

The principal activities of the Group are described in note 6.

 

These interim condensed consolidated financial statements have been approved and authorised for issue by the Company's board of directors on 16 September 2011.

 

2 Basis of preparation and significant accounting policies

 

2.1 Basis of preparation

 

These interim condensed consolidated financial statements have been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting".

 

These interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Group's annual financial statements for the year ended 31 December 2010.

 

2.2 Significant accounting policies

 

The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group's annual financial statements for the year ended 31 December 2010, except for the adoption of new standards and interpretations as of 1 January 2011, noted below:

 

lAS 24 Related Party Transactions (Amendment)

 

The IASB has issued an amendment to lAS 24 that clarifies the definitions of a related party. The new definitions emphasize a symmetrical view of related party relationships as well as clarifying in which circumstances persons and key management personnel affect related party relationships of an entity. Secondly, the amendment introduces an exemption from the general related party disclosure requirements for transactions with a government and entities that are controlled, jointly controlled or significantly influenced by the same government as the reporting entity. The adoption of the amendment did not have material impact on the financial position or performance of the Group.

 

IAS 32 Financial Instruments: Presentation (Amendment)

 

The amendment alters the definition of a financial liability in lAS 32 to enable entities to classify rights issues and certain options or warrants as equity instruments. The amendment is applicable if the rights are given pro rata to all of the existing owners of the same class of an entity's non-derivative equity instruments, to acquire a fixed number of the entity's own equity instruments for a fixed amount in any currency. The amendment has had no material effect on the financial position or performance of the Group.

 

IFRIC 14 Prepayments of a Minimum Funding Requirement (Amendment)

 

The amendment removes an unintended consequence when an entity is subject to minimum funding requirements (MFR) and makes an early payment of contributions to cover such requirements. The amendment permits a prepayment of future service cost by the entity to be recognized as pension asset. The amendment to the interpretation had no material effect on the financial position or performance of the Group.

Notes to the Interim Condensed Consolidated Financial Statements (Continued)

For the six months ended 30 June 2011

 

2 Basis of preparation and significant accounting policies (Continued)

 

2.2 Significant accounting policies (Continued)

 

Improvements to IFRSs (issued May 2010)

In May 2010, the IASB issued its third omnibus of amendments to its standards, primarily with a view to removing inconsistencies and clarifying wording. There are separate transitional provisions for each standard. The adoption of the following amendments resulted in certain changes to accounting policies, but did not have significant impact on the financial position or performance of the Group.

 

(a) IFRS 3 Business Combinations: Limits the measurement choice of minority interests at fair value or at the proportionate share of the acquiree's identifiable net assets to components of minority interests that are present ownership interests and entitle their holders to a proportionate share of the entity's net assets in the event of liquidation. Other components of minority interests are measured at their acquisition date fair value, unless another measurement basis is required by another IFRS.

 

(b) IAS 34 Interim Financial Statements: Requires additional disclosures for fair values and changes in classification of financial assets, as well as changes to contingent assets and liabilities in interim condensed financial statements.

 

Other amendments resulting from improvements to IFRSs to the following standards did not have significant impact on the accounting policies, financial position or performance of the Group.

 

(a) IFRS 3 Business Combinations: Clarifies that the amendments to IFRS 7, IAS 32 and IAS 39 that eliminate the exemption for contingent consideration do not apply to contingent consideration that arose from business combinations whose acquisition dates precede the application of IFRS 3 (as revised in 2008).

 

The amendments also add explicit guidance to clarify the accounting treatment for non-replaced and voluntarily replaced share-based payment awards.

 

(b) IAS 27 Consolidated and Separate Financial Statements: Clarifies that the consequential amendments from IAS 27 (as revised in 2008) made to IAS 21, IAS 28 and IAS 31 shall be applied prospectively for annual periods beginning on or after 1 July 2009 or earlier if IAS 27 is applied earlier.

 

The Group has not early adopted any other standard, interpretation or amendment that was issued but is not yet effective.

 

 

 

 

 

Notes to the Interim Condensed Consolidated Financial Statements (Continued)

For the six months ended 30 June 2011

 

3 Revenue and cost of sales

 

 

(Unaudited)

Six months

 ended

30 June 2011

US$'000

(Unaudited)

Six months

 ended

30 June 2010

US$'000

Revenue

Consulting services

1,049

1,077

Fund consulting

162

-

Furniture trading

48

340

Total

1,259

1,417

Cost of sales

Consulting services

623

367

Furniture trading

35

336

Business tax

41

37

Total

699

740

 

4 Administrative expenses

 

 

(Unaudited)

Six months

 ended

30 June 2011

US$'000

(Unaudited)

Six months

 ended

30 June 2010

US$'000

Employee expenses

1,433

959

Professional fees

576

622

Including:

 - Audit fees

15

2

Share-based payments

679

(461)

Depreciation expenses

15

12

Provision for impairment of loan interest receivables

2,404

-

Acquisition cost

-

15

Others

748

568

Total

5,855

1,715

 

Notes to the Interim Condensed Consolidated Financial Statements (Continued)

For the six months ended 30 June 2011

 

5 Directors' remuneration

 

 

 

 

 

(Unaudited)

Six months

 ended

30 June 2011

US$'000

(Unaudited)

Six months

 ended

30 June 2010

US$'000

Directors' emoluments

533

403

Share-based payment expenses

527

(353)

 

 

 

 

1,060

50

 

Directors' remuneration for the six months ended 30 June 2011 and number of options held were as follows:

 

Name

Salaries*US$'000

Director FeeUS$'000

Share-based payments**US$'000

TotalUS$'000

Number of options

Mr. Wang Chao Yong

75

-

176

251

4,000,000

Mr. Chris A Rynning

137

-

176

313

1,000,000

Mr. Niklas Ponnert

113

-

175

288

2,800,000

Mr. Christopher Jemmett

-

134

-

134

100,000

Mr. Dipankar Basu***

-

74

-

74

100,000

325

208

527

1,060

8,000,000

 

Directors' remuneration for the six months ended 30 June 2010 and number of options held were as follows:

Name

Salaries*US$'000

Director FeeUS$'000

Share-based payments**US$'000

TotalUS$'000

Number of options

Mr. Wang Chao Yong

75

-

(112)

(37)

4,000,000

Mr. Chris A Rynning

137

-

75

212

1,000,000

Mr. Niklas Ponnert

113

-

(304)

(191)

2,800,000

Mr. Christopher Jemmett

-

39

(6)

33

100,000

Mr. Dipankar Basu***

-

39

(6)

33

100,000

325

78

(353)

50

8,000,000

 

* Short term employee benefits

** Share-based payments refer to expenses arising from the Company's share option scheme (see note 19 for details).

*** Resigned from the Board on 16 February 2011.

 

 

 

 

 

 

Notes to the Interim Condensed Consolidated Financial Statements (Continued)

For the six months ended 30 June 2011

 

6 Operating segment information

 

The Group's primary reporting format for reporting segment information is by operating segment based on the nature of its business which was private equity investments, fund consulting, consulting services, and furniture trading for the six months ended 30 June 2011 and 2010.

 

The Group mainly had five geographical segments based on the location of assets. The segments are defined as Isle of Man, Guernsey, Malaysia, China and others.

 

For the six months ended 30 June 2011 (Unaudited)

 

 

Private equity investments

Fund

consulting

Consulting services

Furniture trading

Total

US$'000

US$'000

US$'000

US$'000

US$'000

Revenue

External

-

162

1,049

48

1,259

Finance income

640

-

-

-

640

Total revenue

640

162

1,049

48

1,899

Expenses

Cost of sales

(60)

-

(604)

(35)

(699)

Operation expenses

(2,025)

-

(3,037)

(114)

(5,176)

Share-based payments

(407)

-

(272)

-

(679)

Finance costs

(1,290)

-

 -

(2)

(1,292)

Other

Investment income/(loss)

25,394

-

(8)

-

25,386

Foreign exchange losses

(20)

-

-

-

(20)

Income tax

(139)

-

-

-

(139)

Total profit / (loss) after tax

22,093

162

(2,872)

(103)

19,280

As at 30 June 2011 (Unaudited)

 

Statement of financial position

Total assets

283,693

90

-

85

283,868

(Total liabilities)

(58,685)

-

-

(67)

(58,752)

Net assets

225,008

90

 -

18

225,116

 

For the six months ended 30 June 2011 (Unaudited)

 

 

Isle of ManUS$'000

GuernseyUS$'000

MalaysiaUS$'000

ChinaUS$'000

OthersUS$'000

TotalUS$'000

External revenue

651

-

-

388

220

1,259

Non-current assets

-

-

77

46

63

186

 

6 Operating segment information(Continued)

 

For the six months ended 30 June 2010 (Unaudited)

 

 

Private equity investments

Fund

consulting

Consulting services

Furniture trading

Total

US$'000

US$'000

US$'000

US$'000

US$'000

Revenue

External

-

-

1,077

340

1,417

Finance income

1,060

-

-

-

1,060

Total revenue

1,060

-

1,077

340

2,477

Expenses

Cost of sales

(126)

-

(278)

(336)

(740)

Operation expenses

(1,215)

-

(868)

(93)

(2,176)

Share-based payments

276

-

185

-

461

Finance costs

(40)

-

-

(1)

(41)

Other

Investment income/(loss)

2,364

-

(68)

-

2,296

Foreign exchange losses

(283)

-

-

-

(283)

Total profit / (loss) after tax

2,036

-

48

(90)

1,994

As at 30 June 2010 (Unaudited)

 

Statement of financial position

Total assets

165,166

3

186

307

165,662

(Total liabilities)

(2,836)

-

(348)

(22)

(3,206)

Net assets

162,330

3

(162)

285

162,456

 

 

For the six months ended 30 June 2010 (Unaudited)

 

 

Isle of ManUS$'000

GuernseyUS$'000

MalaysiaUS$'000

ChinaUS$'000

OthersUS$'000

TotalUS$'000

External revenue

996

-

-

81

340

1,417

Non-current assets

-

-

36

63

15

114

 

Notes to the Interim Condensed Consolidated Financial Statements (Continued)

For the six months ended 30 June 2011

 

 7 Investment income

 

 

 

(Unaudited)

Six months ended

30 June 2011

US$'000

(Unaudited)

Six months ended

30 June 2010

US$'000

Unrealised gains/(losses)

- Investments at FVTPL*

23,693

3,022

- Loans

114

(658)

- Derivative financial assets

1,608

-

Realised losses on disposal of an investment

(27)

-

Share of loss of an associate

(2)

(68)

Total

25,386

2,296

 

* FVTPL refers to fair value through profit or loss

 

8 Income tax

 

No provision for current tax was made for the year as the subsidiaries had no assessable profit. As the Company is not in receipt of income from Manx land or property and does not hold a Manx banking licence, it is taxed at the standard rate of 0% on the Isle of Man. As the Company is quoted on AIM market of the London Stock Exchange, it is outside the scope of the Attribution Regime for Individuals.

 

(Unaudited)

Six months ended

30 June 2011US$'000

(Unaudited)

Six months ended

30 June 2010US$'000

Current income tax

263

-

Deferred income tax*

(124)

-

Total income taxes in the statement of comprehensive income

139

-

 

* The deferred income tax comes from net change in fair value loss of Rising Technology Corporation Ltd and fair value gain of Celadon Mining Ltd, estimated in accordance with the relevant tax laws and regulations in the PRC.

 

Notes to the Interim Condensed Consolidated Financial Statements (Continued)

For the six months ended 30 June 2011

 

9 Earnings per share

Numerator

(Unaudited)

Six months ended

30 June 2011

US$'000

(Unaudited)

Six months ended

30 June 2010

US$'000

Profit for the period attributable to owners of the parent

as used in the calculation of basic earnings per share

19,280

1,994

 

Interest on convertible zero dividend preference shares

1,237

-

 

Profit for the period attributable to owners of the parent

as used in the calculation of diluted earnings per share

20,517

1,994

 

 

Denominator

(Unaudited)

30 June 2011

Number of shares

(Unaudited)

30 June 2010

Number of shares

 

Weighted average number of ordinary shares for basic EPS

297,563,069

221,654,998

 

Effect of dilution:

 

Weighted average number of convertible zero

dividend preference shares for basic EPS

39,430,067

-

 

Share of options

7,032,534

946,100

 

Weighted average number of ordinary shares adjusted for the effect of dilution

344,025,670

222,601,098

 

Basic EPS

6.48 cents

0.90 cents

 

Diluted EPS

5.96 cents

0.90 cents

 

10 Investments at fair value through profit or loss

 

As at 30 June 2011 (Unaudited)

Name*

Country of incorporation

Fair Value hierarchy level

Proportion of ownership interest

Cost

US$'000

Fair value

US$'000

IRCA Holdings Ltd

British Virgin Islands

3

 49.1%

 9,505

 2,104

Resource Investment Capital Ltd

British Virgin Islands

3

 39.8%

 287

 287

Roshini International Bio-Energy Corporation

British Virgin Islands

3

 35.9%

 17,050

-

China Rice Ltd

British Virgin Islands

3

 32.1%

 13,000

 13,000

Kincora Group Ltd

British Virgin Islands

3

 25.0%

 2,925

 11,086

Moly World Ltd

British Virgin Islands

3

 20.0%

 10,000

 10,000

R.M.Williams Agricultural Holdings Pty Ltd

Australia

3

 19.3%

 20,000

 31,229

Gobi Coal & Energy Ltd****

British Virgin Islands

3

 17.9%

 14,960

 66,744

Achieve Stars Development Ltd

British Virgin Islands

3

 17.1%

 4,700

 4,700

Unipower Battery Ltd

Cayman Islands

3

 16.5%

 4,301

 4,301

Fans Media Co., Ltd

British Virgin Islands

3

 14.3%

 2,360

 2,360

Celadon Mining Ltd

British Virgin Islands

3

 9.7%

 13,069

 24,358

Staur Aqua AS

Norway

3

 9.2%

 719

 804

HaloSource Inc

USA

3

 4.3%

 3,121

 7,226

Brazilian Diamonds Ltd****

Canada

1

 3.5%

 94

 322

Bach Technology GmbH**

Germany

3

 2.5%

 60

 206

Kooky Panda Ltd

Cayman Islands

3

 1.2%

 25

 25

Fram Exploration AS

Norway

3

 1.1%

 1,501

 1,662

Rising Technology Corporation Ltd/Beijing Rising Information Technology Ltd***

British Virgin Islands/ PRC

3

2%/1.6%

 5,565

 5,321

Other quoted investments****

1

 3,016

 2,811

Total

 

 126,258

 188,546

 

Notes to the Interim Condensed Consolidated Financial Statements (Continued)

For the six months ended 30 June 2011

 

10 Investments at fair value through profit or loss (Continued)

 

* There are no significant restrictions that will have an impact on ability to transfer these investments, except a lock up of the shares of HaloSource Inc which will expire in October 2011.

** The Company exchanged its equity holding in Bach Technology AS upon the completion of acquisition of Bach Technology AS by Bach Technology GmbH.

*** 2% equity stake in Rising Technology Corporation Ltd and 1.6% beneficial interest in Beijing Rising Information Technology Ltd, a company incorporated in the PRC, under a nominee agreement.

**** Investments held by China Commodities Absolute Return Ltd ("CCF"), a commodities hedge fund managed by the Group. The Group ceased to recognize CCF as an investment at FVTPL on 1 May 2011 when its ownership in CCF increased to 60% and instead recognized its separate assets and liabilities (see note 11 for details).

The proportion of ownership interest held by CCF in unlisted investments is as follows:

Name*

Proportion of ownership interest

Cost

US$'000

Fair value

US$'000

Gobi Coal & Energy Ltd

 0.3%

 252

 902

Brazilian Diamonds Ltd

0.4%

12

40

 

In accordance with IFRS 7: Financial Instruments: Disclosures, financial instruments recognized at fair value are required to be analysed between those whose fair value is based on:

 

a) Quoted prices in active markets for identical assets or liabilities (Level 1);

b) Those involving inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices) (Level 2); and

c) Those with inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3).

 

During the period, there were no transfers between Levels.

 

Statement of changes in investments at fair value through profit or loss based on level 3:

(Unaudited)

Six month ended

30 June 2011

US$'000

 Opening balance

127,963

 Acquisitions

31,649

Transfer from loans on conversion to equity

13,000

 Increase upon the consolidation of CCF

390

 Proceeds from disposals

(11,380)

 Net exchange difference

2,725

 Movement in unrealised gain on investments

- In profit or loss

21,066

Closing balance

185,413

 

 

Notes to the Interim Condensed Consolidated Financial Statements (Continued)

For the six months ended 30 June 2011

 

10 Investments at fair value through profit or loss (Continued)

 

As at 30 June 2010 (Unaudited)

Name*

Country of incorporation

Fair Value hierarchy level

Proportion of ownership interest

Cost

US$'000

Fair value

US$'000

IRCA Holdings Ltd

British Virgin Islands

3

49.1%

9,505

9,505

Possibility Space Incorporated

British Virgin Islands  

3

46.9%

1,834

1,433

Roshini International Bio-Energy Corporation

British Virgin Islands

3

35.9%

17,050

-

China Commodities Absolute Return Ltd

Isle of Man

3

27.3%

400

394

R.M.Williams Agricultural Holdings Pty Ltd

Australia

3

20.1%

20,000

24,662

Gobi Coal & Energy Ltd

British Virgin Islands

3

17.8%

14,708

26,337

HaloSource Inc

USA

3

16.5%

10,000

10,000

Fans Media Co., Ltd

British Virgin Islands

3

14.3%

2,360

2,360

Achieve Stars Development Ltd

British Virgin Islands

3

11.8%

3,000

3,000

Bumbat Consolidated Ltd

British Virgin Islands

3

11.3%

1,000

1,000

Huremtiin Hyar LLC

Mongolia

3

10.0%

300

300

Staur Aqua AS

Norway

3

9.2%

719

667

E-Bill (China) Holding Ltd

Cayman Islands

3

7.1%

2,000

2,000

Bach Technology AS

Norway

3

3.3%

60

171

Rising Technology Corporation Ltd/Beijing Rising Information Technology Ltd

British Virgin Islands/ PRC

3

2.0%

7,000

12,456

Kooky Panda Ltd

Cayman Islands

3

1.2%

25

25

Total

 

89,961

94,310

 

As at 31 December 2010 (Audited)

Name*

Country of incorporation

Fair Value hierarchy level

Proportion of ownership

interest

Cost

US$'000

Fair value

US$'000

 IRCA Holdings Ltd

 British Virgin Islands

3

49.1%

9,505

9,505

 Resources Investment Capital Ltd

 British Virgin Islands

3

41.7%

287

287

 Roshini International Bio-Energy Corporation

 British Virgin Islands

3

35.9%

17,050

-

 China Commodities Absolute Return Ltd

 Isle of Man

3

27.3%

400

512

 Kincora Group Ltd

 British Virgin Islands

3

25.0%

2,925

2,925

 R.M.Williams Agricultural Holdings Pty Ltd

 Australia

3

19.3%

20,000

28,547

 Gobi Coal & Energy Ltd

 British Virgin Islands

3

19.5%

14,708

52,674

 Achieve Stars Development Ltd

 British Virgin Islands

3

17.1%

4,700

4,700

 Unipower Battery Ltd

 Cayman Islands

3

16.5%

4,301

4,301

 Fans Media Co., Ltd

 British Virgin Islands

3

14.3%

2,360

2,360

 Huremtiin Hyar LLC

 Mongolia

3

10.0%

300

300

 Staur Aqua AS

 Norway

3

9.2%

719

739

 HaloSource Inc

 USA

3

4.3%

3,121

7,293

 Bach Technology AS

 Norway

3

3.3%

60

189

 Rising Technology Corporation Ltd/ Beijing Rising Information Technology Ltd

 British Virgin Islands/ PRC

3

2.0%

7,000

12,079

 Kooky Panda Ltd

 Cayman Islands

3

1.2%

25

25

 Fram Exploration AS

 Norway

3

1.1%

1,501

1,527

 Total

 

 

 

88,962

127,963

 

 

Notes to the Interim Condensed Consolidated Financial Statements (Continued)

For the six months ended 30 June 2011

 

11 Consolidation of China Commodities Absolute Return Ltd

 

China Commodities Absolute Return Ltd ("CCF") is an open ended commodity hedge fund registered in the Isle of Man, which invests principally in commodity related derivatives and equities, with a particular focus on China event driven opportunities.

 

On 1 May 2011, the Group made further subscriptions of US$2 million in CCF, at which point the Group's ownership increased to 60%. Following further subscription of US$4 million on 1 June 2011, the Group's ownership increased to 79.5%. The Group has consolidated the separate assets and liabilities of CCF from 1 May 2011 and has consolidated the transactions of CCF for the period from 1 May 2011 to 30 June 2011.

 

The Group has elected to measure the non-controlling interests in CCF at the proportionate share of the acquiree's identifiable net assets.

 

The assets and liabilities of CCF at the date of consolidation on 1 May 2011 and at 30 June 2011 were as follows:

 

1 May 2011

30 June 2011

US$'000

US$'000

Non-current assets

Investments at fair value through profit or loss

2,081

3,753

Current assets

Cash and cash equivalents

431

4,425

Total assets

2,512

8,178

Current liabilities

Other payables

135

228

Total liabilities

135

228

Net assets

2,377

7,950

12 Investment in an associate

 

The following entity meets the definition of an associate and has been accounted for in the consolidated financial statements on an equity basis:

 

As at 30 June 2011 (Unaudited)

 

Name

Country of incorporation

Proportion of voting rights held

Dragon Ports Ltd ("DP")

 British Virgin Islands

44.7% (Owned by Ascend Ventures Ltd)

 

Amounts relating to the associate for the six months ended 30 June 2011 are as follows:

US$'000

Total assets

1,415

Total liabilities

794

Revenue

316

Loss

(4)

 

 

 

 

 

 

Notes to the Interim Condensed Consolidated Financial Statements (Continued)

For the six months ended 30 June 2011

 

12 Investment in an associate (Continued)

 

As at 30 June 2010 (Unaudited)

 

Name

Country of incorporation

Proportion of voting rights held

Dragon Ports Ltd ("DP")

 British Virgin Islands

44.7% (Owned by Ascend Ventures Ltd)

 

Amounts relating to the associate for the six months ended 30 June 2010 are as follows:

US$'000

Total assets

1,178

Total liabilities

645

Revenue

218

Loss

(153)

 

As at 31 December 2010 (Audited)

 

Name

Country of incorporation

Proportion of voting rights held

Dragon Ports Ltd

 British Virgin Islands

44.7% (Owned by Ascend Ventures Ltd)

 

Amounts relating to the associate for 2010 are as follows:

2010

US$'000

Total assets

1,411

Total liabilities

772

Revenues

760

Loss

(38)

 

13 Loans

 

The Group has entered into convertible credit agreements with certain investee companies, with the rights to convert the outstanding principal balance of relevant loans into borrower's shares according to certain conversion conditions as set forth in the table below.

 

As at 30 June 2011 (Unaudited)

 

 

Borrower

Loan principal

Fair value

 

US$'000

US$'000

 

Convertible credit agreements*

 

Dragon Ports Ltd

 173

 173

 

IRCA Holdings Ltd**

 11,645

 11,645

 

Kincora Group Ltd

 500

 500

 

R.M.Williams Agricultural Holdings Pty Ltd

 3,090

 3,060

 

Roshini International Bio-Energy Corporation

 392

-

 

Staur Aqua AS**

 3,848

 4,492

 

Unipower Battery Ltd

 9,000

 9,000

 

Sub-total

 28,648

 28,870

 

Notes to the Interim Condensed Consolidated Financial Statements (Continued)

For the six months ended 30 June 2011

 

13 Loans (Continued)

 

Loan principal

Amortised cost

Borrower

US$'000

US$'000

Loan agreements*

China Silvertone Investment Co Ltd

 478

 478

Shanghai Evtech New Energy Technology Ltd

 197

 197

IRCA Holdings Ltd

 2,158

 2,184

Smartron 5 Inc

 520

 520

View Step Corporation Ltd

 25

 25

Sub-total

 3,378

 3,404

Total

 

 

 32,026

 32,274

 

* Loans in relation to convertible credit agreements are measured at fair value. Loans in relation to loan agreements are measured at amortised cost using the effective interest rate method less any identified impairment losses.

 

** The convertible loan of US$7.1 million (cost: US$7.1 million) in IRCA Holdings Ltd and US$4.5 million (cost: US$3.8 million) in Staur Aqua AS are held by ORP. Except these two loans, all other loans belong to the Company.

 

As at 30 June 2010 (Unaudited)

 

Borrower

Loan principal

Fair value

US$'000

US$'000

Convertible credit agreements*

Roshini International Bio-Energy Corporation

60

60

Dragon Ports Ltd

173

173

R.M.Williams Agricultural Holdings Pty Ltd

3,090

2,857

Staur Aqua AS

3,228

3,180

IRCA Holdings Ltd

10,145

10,145

Sub-total

16,696

16,415

Loan principal

Amortised cost

Borrower

US$'000

US$'000

Loan agreements*

China Silvertone Investment Co Ltd

478

478

IRCA Holdings Ltd

2,158

2,096

Sub-total

2,636

2,574

Total

 

 

19,332

18,989

 

 

Notes to the Interim Condensed Consolidated Financial Statements (Continued)

For the six months ended 30 June 2011

 

13 Loans (Continued)

 

As at 31 December 2010 (Audited)

Borrower

Loan principal

Fair value

US$'000

US$'000

Convertible credit agreements*

 Roshini International Bio-Energy Corporation

239

239

 Dragon Ports Ltd

173

173

 R.M.Williams Agricultural Holdings Pty Ltd

3,090

2,943

 Staur Aqua AS

3,400

3,703

 IRCA Holdings Ltd

11,645

11,645

 Resources Investment Capital Ltd

600

600

Sub-total

19,147

19,303

Loan principal

Amortised cost

Borrower

US$'000

US$'000

Loan agreements*

 IRCA Holdings Ltd

2,158

2,136

 View Step Corporation Ltd

25

25

 China Silvertone Investment Co Ltd

478

478

 WINRICH International Industrial Ltd (China Rice Ltd)

13,000

13,000

Sub-total

15,661

15,639

Total

 

 

34,808

34,942

 

Statement of changes in loans:

(Unaudited)

Six months ended

30 June 2011

US$'000

Opening balance

 34,942

 Purchases

 11,418

 Repayment

(1,200)

 Transfer to investments at FVTPL on conversion to equity

(13,000)

 Write-off

(392)

 Exchange difference

 506

Closing balance

 32,274

 

 

14 Derivative financial assets

 

 

(Unaudited)

30 June 2011

US$'000

(Unaudited)

30 June 2010

US$'000

(Audited)

31 December 2010

US$'000

Warrants

1,608

-

-

Derivative component of convertible zero

dividend preference shares (see note 17)

3,543

-

-

Total

5,151

-

-

 

11,514,673 units of warrants with exercise price of AUD0.70 per share were issued to the Group by R.M.Williams Agricultural Holdings Pty Ltd. Each warrant is exercisable for one ordinary share of R.M.Williams Agricultural Holdings Pty Ltd at any time from issue date to 24 December 2013. The fair value of the warrants at 30 June 2011 was US$1.6 million.

 

 

 

 

 

Notes to the Interim Condensed Consolidated Financial Statements (Continued)

For the six months ended 30 June 2011

 

14 Derivative financial assets (Continued)

 

The fair value of the derivatives was determined by the management based on the Binomial Model. Movements in the fair value of derivatives are included in the statement of comprehensive income. In accordance with the fair value hierarchy described in note 10, derivative financial instruments are measured using level 2 inputs.

 

15 Trade and other receivables

 

(Unaudited)

30 June 2011

US$'000

(Unaudited)

30 June 2010

US$'000

(Audited)

31 December 2010

US$'000

Trade debtors

676

459

669

Other debtors

2,460

1,140

1,541

Loan interest receivables

305

1,731

2,781

Prepayments

359

261

308

Total

3,800

3,591

5,299

 

16 Trade and other payables

 

 

(Unaudited)

30 June 2011

US$'000

(Unaudited)

30 June 2010

US$'000

(Audited)

31 December 2010

US$'000

Trade payables

270

77

200

Other payables

558

2,026

3,764

Total

828

2,103

3,964

 

 

17 Liability component of convertible zero dividend preference shares

 

 

 

Number of shares

Liability

component

Equity

component

Early redemption option derivative

 

US$'000

US$'000

US$'000

 

Balance at 1 January 2011

-

-

-

-

Issue of convertible zero dividend

preference shares

60,000,000

55,892

7,651

(3,543)

Expenses of the issue

-

(2,561)

(188)

-

Return on convertible zero dividend preference shares

-

1,237

-

-

Balance at 30 June 2011

60,000,000

54,568

7,463

(3,543)

 

On 8 March 2011, the Company issued 60 million convertible zero dividend preference shares ("Convertible Preference Shares") at a price of US$1.00 per share. The Convertible Preference Shares have a maturity period of five years from the issue date and can be converted into 1 ordinary share of the Company at the conversion price of US$0.95 per share at the holder's option at any time between more than 40 dealing days after 8 March 2011 up to 5 dealing days prior to the maturity date and, if it has not been converted, it will be redeemed on maturity at the redemption price of US$1.28 per share (representing a gross redemption yield of 5% per annum at issue).

The Convertible Preference Shares contain a redemption feature which allows for early redemption at the option of issuer. The issuer has the option to redeem all or some of the Convertible Preference Shares subject to the restrictions on redemption described below:

 

Notes to the Interim Condensed Consolidated Financial Statements (Continued)

For the six months ended 30 June 2011

 

17 Liability component of convertible zero dividend preference shares (Continued)

 

(a) at any time after the second anniversary of 8 March 2011, for a cash sum of US$1.28 per Convertible Preference Share redeemed;

(b) at any time after the second anniversary of 8 March 2011, if in any period of 30 consecutive dealing days the closing middle market price of the ordinary shares of the Company exceeds US$1.235 per ordinary share of the Company on 20 or more of those days, for a cash sum equal to the Accreted Principal Amount in respect of the Convertible Preference Shares being redeemed;

(c) at any time, if less than 15% of the Convertible Preference Shares remain outstanding, for a cash sum equal to the Accreted Principal Amount in respect of the Convertible Preference Shares being redeemed.

 

The Convertible Preference Shares contain three components, a liability component, an equity component and the early redemption option derivative. The effective interest rate of the liability component is 6.5%. The early redemption option derivative is presented as derivative financial assets in the consolidated statement of financial position and is measured at fair value subsequent to initial recognition with changes in fair value recognized in profit and loss.

 

18 Issued capital

 

(Unaudited)

30 June 2011

(Unaudited)

30 June 2010

(Audited)

31 December 2010

Authorized

Number of shares

£'000

Number of shares

£'000

Number of shares

£'000

Ordinary shares of £ 0.0001 each

500,000,000 

50 

500,000,000 

50 

500,000,000

50

 

 

 

 

 

 

 

Issued and fully paid

Number of shares

US$'000

Number of shares

US$'000

Number of shares

US$'000

At beginning of the period

302,410,168

47

220,019,881

35

220,019,881

35

Issued in March 2010 on exercise of ORP warrants *

-

-

190,287

-

190,287

-

Issued in June 2010 on placing for cash**

-

-

82,200,000

12

82,200,000

12

At end of the period/year

302,410,168

47

302,410,168

47

302,410,168

47

 

* 190,287 ordinary shares were allotted to ORP warrant holders in March 2010. 67,960 warrants were exercised before 15 January 2010 at the exercise price of 120 pence each. In accordance with the amendment to the Company's Re-Admission Document, approved at the Extraordinary General Meeting held on 11 December 2009, these ordinary shares were acquired by OPP for a consideration of 2.8 shares OPP shares for each ORP share.

 

** 82,200,000 ordinary shares were issued to both existing and new shareholders of the Company on 17 June 2010 by way of placing at a price of 25 pence per share.

 

 

 

Notes to the Interim Condensed Consolidated Financial Statements (Continued)

For the six months ended 30 June 2011

 

19 Share option scheme

 

The Group has a number of share schemes that allow employees to acquire shares in the Company.

 

The total cost recognized in the statement of comprehensive income is shown below:

 

(Unaudited)

30 June 2011US$'000

(Unaudited)

30 June 2010US$'000

Equity-settled option

31

(1,018)

USR

648

557

679

(461)

 

The following table illustrates the number ("No.") and weighted average exercise prices ("WAEP") of, and movements in, share options during the six months ended 30 June 2011 and 2010, and year ended 31 December 2010.

 

(Unaudited)

30 June 2011

(Unaudited)

30 June 2010

(Audited)

31 December 2010

 

No.

WAEP

No.

WAEP

No.

WAEP

Outstanding at 1 January

11,451,932 

23.45p 

11,451,932

23.45p

11,451,932

23.45p

Granted during the period/year

-

-

-

-

-

-

Forfeited during the period/year

-

-

-

-

-

-

Exercised during the period/year

-

-

-

-

-

-

Expired during the period/year

-

-

-

-

-

-

Outstanding at the end of the period/year

11,451,932 

23.45p 

11,451,932

23.45p

11,451,932

23.45p

Exercisable at the end of the period/year

11,218,596

 

7,643,595

 

10,901,930

- 

 

Outstanding options include 6,800,000, 3,500,000 and 500,000 equity-settled options granted on 06 October 2006, 13 March 2008, and 06 February 2009 respectively to certain directors and employees of the Company and 651,932 equity-settled options granted on 21 December 2006 to Seymour Pierce Ltd, the Company's former nominated adviser. The Company did not enter into any share-based transactions with parties other than employees during the six months ended 30 June 2011, 2010, 2009, 2008 and 2007, except as described above.

 

On 16 October 2009, 4,847,099 of USR were granted to certain directors, executives and key employees under the Company's joint share ownership scheme ("JSOS"). 50% of USR will vest 12 months from the date of grant and 50% of USR will vest 24 months from the date of grant. The exercise price of the USR granted is 15.50 pence compounded at 3.5% per annum over the year from the grant date to the exercise date of USR. The fair value of the USRs is estimated at the end of each reporting period using the Black-Scholes option pricing model. The contractual life of each USR granted is 10 years.

 

The following table lists the inputs to the model used to calculate the fair value of USRs for the period.

 

Weighted average share price (pence)

45.50

Exercise price (pence)

15.50

Expected weighted average mature life (years)

2

Expected volatility (%)

37.25

Expected dividend growth rate (%)

-

Risk-free interest rate (%)

 

 

4.5

Notes to the Interim Condensed Consolidated Financial Statements (Continued)

For the six months ended 30 June 2011

 

19 Share option scheme (Continued)

 

The volatility assumption, measured at the standard deviation of expected share price returns, was based on a statistical analysis of the Company's daily share prices from 1 July 2008 to 30 June 2011 using source data from Bloomberg.

 

The carrying amount of the liability relating to the USR as at 30 June 2011 is US$2.2 million and the expense recognized as share-based payments during the period is US$648,000.

 

20 Related party transactions

 

Identification of related parties

 

The Group has a related party relationship with its subsidiaries, associates and key management personnel. Transactions between the Company and its subsidiaries have been eliminated on consolidation and are not disclosed in this note.

 

Transactions with key management personnel

 

The Group's key management personnel are the Executive and Non-executive directors as identified in note 5. Other than as disclosed above, there were no other significant transactions with key management personnel during the period.

 

Trading transactions

 

The following table provides the total amount of significant transactions and outstanding balances which have been entered into with related parties during the six months ended 30 June 2011 and 30 June 2010, and the year ended 31 December 2010.

(Unaudited)

30 June 2011

US$'000

(Unaudited)

30 June 2010

US$'000

(Audited)

31 December 2010

US$'000

Amounts owed by related parties*

ChinaEquity International Holding Company Ltd **

-

(1,274)

(2,545)

OS Consulting Ltd

-

105

-

Origo Advisers Ltd***

3

3

465

GLG Partners LP ****

268

89

77

Chris Andre Rynning *****

13

-

301

Sales to related parties

GLG Partners LP ****

556

1,044

2,063

Origo Advisers Ltd

-

-

462

Purchases from related parties

Li Yi Fei******

191

240

470

* The amounts are unsecured, non-interest bearing and have no fixed terms of repayment. In the opinion of the directors, the Company will demand the amounts within 12 months from the reporting date. Accordingly, the amounts are shown as current.

** Mr. Wang Chao Yong is the Executive Chairman of OPP and Chairman of ChinaEquity International Holding Company Ltd.

*** Origo Advisers Ltd is controlled by entities whose ultimate beneficiaries include two Directors of the Company (Mr. Rynning and Mr. Ponnert).

**** Funds managed by GLG Partners LP controlled 7.9 per cent of the outstanding share capital of the Company as at 30 June 2011. The Company provides research and analysis services to GLG Partners LP under a consultancy agreement. The amounts of transactions and outstanding balances relate to research services provided.

***** Chris Andre Rynning is a Director of the Company. The amount owed to the Company in 2010 was settled in full in July 2011.

****** Ms. Li Yi Fei is the spouse of Mr. Wang Chao Yong, the Executive Chairman of the Company. Ms. Li Yi Fei provided research and analysis services to the Company in relation to the consultancy agreement with GLG.

 

 

21 Commitments and contingencies

 

·; In April 2010, the Company entered into an irrevocable Standby Letter of Credit ("L/C") with Standard Chartered Bank (Hong Kong) Ltd for an aggregate amount up to US$3 million, which was increased to US$3.5 million in June 2011, to secure the credit facilities granted by ABSA Bank Ltd to IRCA Holdings Ltd. The L/C will expire on 30 December 2011.

 

·; In May 2011, the Company entered into a guarantee agreement with IRCA Holdings Ltd and Mr. Malcolm Stephen Paul to guarantee the repayment of loans of up to US$500,000 extended by Mr. Malcolm Stephen Paul to IRCA Holdings Ltd.

 

There were no other material contracted commitments or contingent assets or liabilities at 30 June 2011 (31 December 2010: none) that have not been disclosed in the interim condensed consolidated financial statements.

 

22 Events after the reporting period

 

·; In July 2011, the Company announced that Toronto-listed Brazilian Diamonds Ltd had completed its acquisition of the Company's interest in Kincora Group Ltd and changed its name to Kincora Copper Ltd ("Kincora Copper"). Following the transaction, the Company held approximately 34.8 per cent of the outstanding share capital of Kincora Copper. Kincora Copper will focus on the development of the Bronze Fox mineral exploration project and acquiring other copper - gold exploration and development projects in Mongolia.

 

·; In August 2011, the Company announced a follow on investment of up to US$10 million in China Rice Ltd in the form of convertible notes, of which US$5 million had been advanced subsequent to the reporting date.

 

·; In July and August 2011, the Company disbursed further loans with the amount of US$170,000 to Smartron 5 Inc.

 

·; In August and September 2011, the Company acquired 36,452,002 ordinary shares in ASX listed Voyager Resources Ltd ("Voyager Resources"), representing 3.7 per cent of the issued share capital of Voyager Resources, for a consideration of US$3.9 million.

Directors, Advisors and Other Information

 

 

Directors

Wang Chao Yong, Executive Chairman

Chris Rynning, Chief Executive Officer

Niklas Ponnert, Chief Financial Officer

Christopher Jemmett, Non Executive Director

Country of incorporation of parent company

Isle of Man

Company number

005681V

Auditors

Ernst & Young LLC

Rose House, 51-59 Circular Road

Douglas

Isle of Man IM1 1AZ, United Kingdom

Nominated adviser

Liberum Capital Ltd.

Ropemaker Place, Level 12

25 Ropemaker Street

London, EC2Y 9AR

Solicitors to the company

Charles Russell LLP

8-10 New Fetter Lane

London,EC4A 1RS

Public relations advisers

Aura Financial LLP

The Economist Plaza,

7th Floor,

27 St James's Street,

London

SW1A 1HA

Broker

Liberum Capital Ltd.

Ropemaker Place, Level 12

25 Ropemaker Street

London, EC2Y 9AR

 

 

 

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