TIDMAAA

RNS Number : 0298S

All Asia Asset Capital Limited

28 September 2017

28 September 2017

All Asia Asset Capital Limited

(All Asia Asset Capital", "AAA" or the "Company")

Unaudited Interim Results for the period ended 30 June 2017

All Asia Asset Capital (AIM: AAA), an investment company focused on investing in the growing markets of the Asia Pacific region, today announces its unaudited interim results for the six months ended 30 June 2017.

Highlights:

-- During six months ended 30 June 2017, the Company disposed of its subsidiary, Energy Central Limited, which held the Company's interest in Andaman Power and Utility Company Limited ("APU"), for a consideration of Thai Baht 34,889,000 (approximately GBP810,000).

-- AAA maintained its investment in a minority stake in Myanmar Allure Group Co., Ltd. ("MAG"), which owns and operates the Allure Resort, a combined hotel, resort and gaming facilities located in Tachileik province, Myanmar, in the vicinity of the Thailand-Myanmar Mae Sai border.

-- During the six months ended 30 June 2017, the Company recorded a profit attributable to the owners of the Company of GBP1.21 million, attributable to net gain on the disposal of its investment and a change of fair value of a convertible loan issued by the Company.

-- On 21 April 2017 the board announced the resignation of Mr. Paniti Junhasavasdikul as an Executive Director and General Counsel of the Company, whose resignation became effective 30 April 2017.

Robert Berkeley, Chairman of AAA said: "During these six months under review, the Company disposed of Energy Central Limited, which held the Company's minority interest in Andaman Power and Utility Company Limited. The Company currently has one remaining investment, this being the Company's 7% interest in Myanmar Allure Group Co., Ltd which owns and operates the Allure Resort, a combined hotel, resort and gaming facility located in Tachileik province, Myanmar, in the vicinity of the Thailand-Myanmar Mae Sai border. We look forward to continuing to seek investments in line with our investing policy from the Asia Pacific region in order to deliver and enhance value to shareholders."

 
 For further information: 
  All Asia Asset Capital Limited 
 Robert Berkeley, Executive Chairman and 
  Finance Director 
 Wai Tak Jonathan Chu, Executive Director 
 Tel: +44 (0) 207 621 8910 
 Tel: +852 3756 0124 
 www.aaacap.com 
 
   Allenby Capital Limited (Nominated Adviser 
   & Broker) 
 Nick Athanas / Alex Brearley 
 Tel: +44 (0) 203 328 5656 
 www.allenbycapital.com 
 

About AAA

AAA is an investment company that has been established as a platform for investors looking to access growing markets in the Asia-Pacific region. The Company invests in a portfolio of companies with at least a majority of operations (or early-stage companies that intend to have at least a majority of their operations) in the Asia-Pacific region in industries with high growth potential including, but not limited to: agriculture, forestry and plantations, mining, natural resources, property, and/or technology. AAA is publicly quoted and its shares are traded on the AIM Market, which is operated by the London Stock Exchange.

Chairman's Statement

I am pleased to present the results of All Asia Asset Capital Limited (the "Company") together with its subsidiaries (the "Group") for the half year ended 30 June 2017.

Business review

During the year ended 30 June 2017 the Company continued its focus on Myanmar. The Company disposed of its subsidiary, Energy Central Limited, which held the Company's minority investment of a 7 per cent interest in APU. and maintained its minority investment of 7 per cent interest in MAG.

As previously noted the Company's disposal of Energy Central Limited was approved by shareholders at an Extraordinary General Meeting held on 24 March 2017 and the disposal was completed shortly following payment of the cash consideration by the purchaser on 3 May 2017.

During the year MAG continued operating the Allure Resort, a combined hotel, resort and gaming facilities located in Tachileik province, Myanmar, in the vicinity of the Thailand-Myanmar Mae Sai border. The resort is situated in an 11-acre plot and is easily accessible from Chiang Rai, Thailand and located within five minutes' walk from the border.

The latest indication provided by the management of the Allure Resort points to a robust year-ended 31 March 2016 and the Allure Resort's management have informed AAA that the Resort has shown stable room occupancy and operating performance between 2016 and 2017 to-date in spite of adverse weather conditions during the annual monsoons. The outlook of the Allure Resort's management remains positive and they are confident there is potential for improvement in profit margins and capturing a greater share of cross-border traveller traffic in the Allure Resort's vicinity.

MAG is also seeking a partner or partnership opportunities with other entities which have a gaming background, with a view to potentially having a partner co-invest in a new building development.

Financial Results

During the six months ended 30 June 2017 the Company recorded a profit attributable to the owners of the Company of GBP1.21 million (six months ended 30 June 2017: loss attributable to the owners of the Company of GBP0.11 million). This profit was attributable to a net gain on the disposal of Energy Central Limited and a change of fair value for a convertible loan issued by the Company.

After the disposal of Energy Central Limited, the majority of the assets of the Group consists now of its investment in MAG which, as at 30 June 2017, had a carrying value of GBP1.51 million in AAA's balance sheet (31 December 2016: carrying value of MAG - GBP1.59 million). As at 30 June 2017 the net assets of the Group were GBP2.01 million (31 December 2016: net assets of GBP2.13 million) and the Group had cash and cash equivalents of GBP0.52 million (31 December 2016: cash and cash equivalents of GBP0.05 million).

Board Changes

On 21 April 2017 the Company announced that Mr. Paniti Junhasavasdikul would step down as an executive director and general counsel of the Company as of 30 April 2017. We extend our gratitude to him for his diligence, commitment and contribution to the Company during his tenure of office and we wish him the best for his future endeavours.

The Company believes that it is very important that they identify the right candidate to replace Paniti Junhasavasdikul and who possesses the skills and experience that match the strategic direction of the business. AAA will provide an update on its plans for the board once it has further assessed the strategic direction of the Company following the sale of Energy Central Limited.

Economic Outlook

With the Company's investee company, MAG, being located in Myanmar is it important that we consider the current political and economic climate. In a report dated 30 January 2017, the World Bank commented that Myanmar's economy will grow by an average of 7.1% per year in the next three years, as inflation pressures are expected to ease up and private and public investments in infrastructure services and non-commodity sectors, such as light manufacturing and hospitality, are forecasted to rise. Given that MAG's focus is on the local tourism and hospitality sector, this should be a positive trend. However the Board is aware of recent events in Myanmar and that sanctions could be re-established, which could potentially reverse the trends mentioned above. This Rohingya humanitarian crisis could potentially stall growth in the shorter-term, although the medium to long-term outlook for Tachileik province in particular and Myanmar in general seems robust for the time being.

AAA's Investing Policy

(As adopted at the Annual General Meeting of the Company on 10 December 2013)

The Company intends to invest in companies with at least the majority of their operations (or early stage companies that intend to have at least the majority of their operations) in the Asia Pacific region. The Company intends to invest in a portfolio of companies with an initial focus on companies that operate (or early stage companies that intend to operate) in industries with likely high growth potential including, but not limited to: agriculture, forestry and plantation, mining, natural resources, property and/or technology.

The Directors intend to source and identify potential investments in line with the Investing Policy through their own research and network of contacts and possibly strategic partnerships with other companies or persons who can assist the Company in sourcing and identifying potential investments. Investments are expected to be mainly in the form of equity although investments may be by way of debt, convertible securities or investments in specific projects. In the case of equity investments, the Directors intend typically to take minority positions (with suitable minority protection rights), primarily in unquoted companies. Investments will therefore typically be of a passive nature. However, whilst the Directors intend that typical investments will constitute minority positions in investee companies, should the Company make majority investments, the Company may seek participation in the management or board of directors of such an entity with a view to seeking to improve the performance and growth of the business.

There is no limit on the size of an investment in a project. The Directors expect that each investment will typically yield a targeted internal rate of return of at least 20 to 30 per cent. per annum. It is likely that a substantial portion of the Company's financial resources will be invested in a small number of companies, however the Company has not excluded the possibility of making just one investment. Depending on the size of investments, they may be deemed to be reverse takeovers for the purposes of the AIM Rules, which would require Shareholder approval and re-admission of the Company, as enlarged by the acquisition, to trading on AIM.

In addition to paying the costs of the Company's ongoing expenses, the Company's cash resources will primarily be used to identify, evaluate and select suitable investment opportunities and to make investments, either in part or in full, as applicable. The Directors consider that as investments are made, or promising new investment opportunities arise, further funding of the Company will be required and they anticipate further equity fundraisings by the Company. Subject to prevailing authorities to issue new Ordinary Shares or, if required, with Shareholder approval, new Ordinary Shares may be used as consideration, in whole or in part, for investments. The Company will not be subject to any borrowing or leverage limits. In order to mitigate investment risk, the Directors intend to carry out a thorough due diligence process in evaluating each potential investment including: site visits, analysis of financial, legal and operational aspects of each investment opportunity, meetings with management, risk analysis, review of corporate governance and anti-corruption procedures and the seeking of third party expert opinions and valuation reports where the Directors see fit.

The Directors will apply investment criteria including: the potential for capital growth and/or the potential for profit generation with a view to receiving dividend income over time, high attractiveness to potential buyers of the company in question in order to facilitate exits and a strong and experienced management team.

Given the time frame to fully maximise the value of an investment, the Board expects that investments will be held for the medium to long term, although short-term disposals of assets cannot be ruled out in exceptional or opportunistic circumstances. The Directors intend to re-invest the proceeds of disposals in accordance with the Company's Investing Policy unless, at the relevant time, the Directors believe that there are no suitable investment opportunities in which case the Directors will consider returning the proceeds to Shareholders in a tax efficient manner.

Cash held by the Company pending investment, reinvestment or distribution will be managed by the Company and placed in bank deposits or in capital guaranteed schemes offered by major global financial institutions, in order to protect the capital value of the Company's cash assets. The Company may, where appropriate, also enter into agreements or contracts in order to hedge against interest rate or currency risks. Investments are expected to be held by the Company or a subsidiary to be incorporated for the purpose of holding an investment.

Any material change to the Company's Investing Policy will only be made following the approval by ordinary resolution of Shareholders in general meeting. In addition, if the Company has not substantially implemented its Investing Policy within 18 months of Admission, the Company will seek the approval of Shareholders at its next annual general meeting for its Investing Policy and on annual bases thereafter until such time that its Investing Policy has been substantially implemented. If it appears unlikely that the Company's Investing Policy can be implemented at any time, the Directors will consider returning remaining funds to Shareholders.

The Directors will review the Investing Policy on an annual basis and will implement any non-material changes or variations as they consider fit. Details of any such non-material changes or variations will be announced as appropriate. Any material change or variation of the Investing Policy will be subject to the prior approval of Shareholders

Appreciation

I would like to thank all the hard work of my fellow Board members and staff, our advisers and of course our shareholders for their continuing support for AAA. I sincerely hope that the Company will continue to enjoy such support towards the development of the Group in the years to come.

ALL ASIA ASSET CAPITAL LIMITED

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS

AND OTHER COMPREHENSIVE INCOME

FOR THE SIX MONTHSED 30 JUNE 2017

 
                                                               Six months ended 30 June 
                                                                      2017           2016 
                                                             -------------  ------------- 
                                                    Notes              GBP            GBP 
                                                               (Unaudited)    (Unaudited) 
 
 Net realised gain on disposal                                   1,213,028              - 
  of available-for-sale investments 
 Change in fair value of convertible                               220,243              - 
  loan designated at fair value 
  through profit or loss 
 Other income                                                            -            677 
 Administrative expenses                                         (219,697)      (110,888) 
                                                             -------------  ------------- 
 Profit/ (Loss) before tax                            3          1,213,574      (110,211) 
 Income tax                                           5                  -              - 
                                                             -------------  ------------- 
 
   Profit/ (Loss) for the period 
   attributable to the owners of 
   the Company                                                   1,213,574      (110,211) 
 Other comprehensive income: 
 Items that may reclassified 
  subsequently to profit or loss: 
                                                               (1,230,513)              - 
        Release upon disposal of available-for-sale 
        investments 
 
            Exchange difference on translating financial 
            statements of foreign subsidiaries                    (99,792)        569,399 
                                                             -------------  ------------- 
 Total comprehensive (expense)/ 
  income for the period                                          (116,731)        459,188 
                                                             =============  ============= 
 
 Earnings/ (Loss) per ordinary 
  share 
 Basic earnings/ (loss) per ordinary                  6(a)      0.57 pence   (0.05 pence) 
  share 
                                                             =============  ============= 
 Diluted earnings/ (loss) per                         6(b)      0.57 pence   (0.05 pence) 
  ordinary share 
                                                             =============  ============= 
 
 

The notes below form an integral part of these financial statements

ALL ASIA ASSET CAPITAL LIMITED

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2017

 
                                                        As at 30      As at 31 
                                                        Jun 2017      Dec 2016 
                                                   -------------  ------------ 
                                            Notes            GBP           GBP 
                                                     (Unaudited)     (Audited) 
 ASSETS 
 Non-current assets 
 Property, plant and equipment                             8,679        10,276 
 Available-for-sale financial 
  assets                                      7        1,507,460     2,416,336 
                                                   -------------  ------------ 
                                                       1,516,139     2,426,612 
                                                   ------------- 
 Current assets 
 Prepayment, deposit and other 
  receivable                                              29,850         8,932 
 Cash and bank balances                                  494,206        44,648 
                                                   -------------  ------------ 
 Total current assets                                    524,056        53,580 
                                                   -------------  ------------ 
 Total assets                                          2,040,195     2,480,192 
                                                   =============  ============ 
 
   CAPITAL AND RESERVES 
 Share capital                                8        6,284,194     6,284,194 
 Reserves                                            (4,274,907)   (4,158,176) 
                                                   -------------  ------------ 
 Total equity                                          2,009,287     2,126,018 
                                                   =============  ============ 
 
   LIABILITIES 
 
   Current liabilities 
 Other payables and accruals                              30,908        33,931 
                                                   -------------  ------------ 
 
   Non-current liabilities 
 Convertible loan                             9                -       320,243 
 
   Total liabilities                                      30,908       354,174 
                                                   =============  ============ 
 
   Total equity and liabilities                        2,040,195     2,480,192 
                                                   =============  ============ 
 
   Net current assets                                    493,148        19,649 
                                                   =============  ============ 
 
   Total assets less current liabilities               2,009,287     2,446,261 
                                                   =============  ============ 
 
   Net assets                                          2,009,287     2,126,018 
                                                   =============  ============ 
 

Approved and authorised for issue by the board of directors on 27 September 2017

 
 
 
 
 
 Wai Tak Jonathan Chu     Robert Anthony Rowland Berkeley 
       Director                       Director 
 

The notes below form an integral part of these financial statements

ALL ASIA ASSET CAPITAL LIMITED

CONDENSED CONSOLIDATED STATEMENT OF CHANGE IN EQUITY

FOR THE SIX MONTHSED 30 JUNE 2017

 
                                          Fair      Share 
                             Share       value     option      Exchange   Accumulated 
                           capital     reserve    reserve       reserve        losses       Total 
                        ----------  ----------  ---------  ------------  ------------  ---------- 
                               GBP         GBP        GBP           GBP           GBP         GBP 
 
 At 1 January 2017       6,284,194   (106,780)     44,125     1,687,395   (5,782,916)   2,126,018 
  Total comprehensive 
   expense for the 
   period                        -           -          -   (1,330,305)     1,213,574   (116,731) 
 
 
 As at 30 June 2017      6,284,194   (106,780)     44,125       357,090   (4,569,342)   2,009,287 
                        ==========  ==========  =========  ============  ============  ========== 
 
 At 1 January 2016       6,284,194     180,779     44,125       601,104   (1,431,483)   5,678,719 
  Total comprehensive 
   income for the 
   period                        -           -          -       569,399     (110,211)     459,188 
 
 
 As at 30 June 2016      6,284,194     180,779     44,125     1,170,503   (1,541,694)   6,137,907 
                        ==========  ==========  =========  ============  ============  ========== 
 
 

The notes below form an integral part of these financial statements

ALL ASIA ASSET CAPITAL LIMITED

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHSED 30 JUNE 2017

 
                                                    Six months ended 30 June 
                                                           2017           2016 
                                                  -------------  ------------- 
                                                            GBP            GBP 
                                                    (Unaudited)    (Unaudited) 
 Operating activities 
 Profit/ (Loss) before taxation                       1,213,574      (110,211) 
 Adjustments for: 
   Bank interest income                                       -            (2) 
   Depreciation of property, plant 
    and equipment                                         1,518          1,448 
   Foreign exchange gain                                      -          (675) 
   Gain on change in fair value of                    (220,243)              - 
    convertible loan 
   Net realised gain on disposal of                 (1,213,028)              - 
    available-for-sale investments 
 Operating loss before working capital 
  changes                                             (218,179)      (109,440) 
   Decrease in prepayment, deposit                     (20,918)              - 
    and other receivable 
   Decrease in accrual and other payable                (3,023)        (5,942) 
 
   Cash used in operating activities                  (242,120)      (115,382) 
 
   Interest received                                          -              2 
                                                  -------------  ------------- 
 Net cash used in operating activities                (242,120)      (115,380) 
                                                  -------------  ------------- 
 Investing activities 
    Proceed from disposal of available-for-sale         795,069              - 
     investments 
 Net cash generated from investing                      795,069              - 
  activities 
                                                  -------------  ------------- 
 Financing activities 
    Repayment of convertible loan                     (100,000)              - 
 Net cash used in financing activities                (100,000)              - 
                                                  -------------  ------------- 
 Net increase/ (decrease) in cash 
  and cash equivalents                                  452,949      (115,380) 
 Cash and cash equivalents at beginning 
  of the period                                          44,648        186,783 
 Effect of foreign exchange rate changes, 
  net                                                   (3,391)        (7,305) 
                                                  -------------  ------------- 
 Cash and cash equivalents at end 
  of the period                                         494,206         64,098 
                                                  =============  ============= 
 Analysis of balances of cash and 
  cash equivalents 
 Cash and bank balances                                 494,206         64,098 
                                                  =============  ============= 
 

The notes below form an integral part of these financial statements

ALL ASIA ASSET CAPITAL LIMITED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHSED 30 JUNE 2017

   1.    GENERAL INFORMATION 

All Asia Asset Capital Limited (the "Company") is an investing company incorporated in British Virgin Islands on 14 September 2012 with its registered office located on Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands. The shares of the Company are quoted on the AIM market of the London Stock Exchange.

The principal activity of the Company is to invest in growing markets of Asia Pacific region.

The interim financial information relating to the six months ended 30 June 2017 is unaudited and does not constitute statutory accounts.

   2.    APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS ("IFRSs") 

(a) Statement of compliance

These condensed consolidated financial statements have been prepared in accordance with International Accounting Standard ("IAS") 34, Interim financial reporting, issued by the International Accounting Standards Board ("IASB") and the applicable disclosure provisions of the AIM Rules for Companies issued by the London Stock Exchange. The interim financial information is presented in Great British Pounds ("GBP"), rounded to the nearest thousand, unless otherwise stated.

These condensed consolidated financial statements have been prepared under the historical cost convention, except that certain available-for-sale investments are carried at their fair values. The principal accounting policies adopted in the preparation of these condensed consolidated financial statements are consistent with those followed in the Group's annual financial statements for the year ended 31 December 2016, except for below amendments to IFRSs effective on 1 January 2017.

   Amendments to IAS 7                               Disclosure Initiative 

Amendments to IAS 12 Recognition of Deferred Tax Assets for Unrealised Losses

The adoption of the amendments to IFRSs in the current period has had no material effect on the Group's financial performance and positions for the current and prior years and/or the disclosures set out in these interim condensed consolidated financial statements.

The preparation of condensed consolidated financial statements in conformity with IAS 34 requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses on a year to date basis. Actual results may differ from these estimates.

This interim financial information contains condensed consolidated financial statements and explanatory notes. The notes include an explanation of events and transactions that are significant to an understanding of the changes in financial position and performance of the Group since the 2016 annual financial statements. The condensed consolidated financial statements and notes thereon do not include all of the information required for a full set of financial statements prepared in accordance with International Financial Reporting Standards ("IFRSs").

   2.    APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS - CONTINUED 

(b) New and revised IFRSs issued but not yet effective

The Group has not applied the following new and revised IFRSs that have been issued but are notyet effective:

Amendments to IFRSs Annual Improvements to IFRS Standards 2014-2016 Cycle(3)

Amendments to IFRS 10 Sale or contribution of assets between an investor and its

       and IAS 28                                               Associate or joint venture(5) 
   IFRS 9                                                     Financial instruments(1) 
   IFRS 15                                                   Revenue from contracts with customers(1) 
   IFRS 16                                                   Lease(2) 
   IFRS 17                                                   Insurance Contracts(4) 

IFRIC 22 Foreign Currency Transactions and Advance Consideration(3)

   IFRIC 23                                                  Uncertainty over Income Tax Treatments(2) 

Amendments to IFRS 2 Classification and movement of share-based payment Transactions(2)

Amendments to IFRS 4 Applying IFRS 9 Financial Instruments with IFRS 4 Insurance

Contracts(1)

          Amendments to IAS 40                             Transfers of Investment Property(1) 

Notes:

(1) Effective for annual periods beginning on or after 1 January 2018

(2) Effective for annual periods beginning on or after 1 January 2019

(3) Effective for annual periods beginning on or after 1 January 2017 or 1 January 2018, as appropriate

            (4)          Effective for annual periods beginning on or after 1 January 2021 
            (5)          Effective for annual periods beginning on or after a date to be determined 

The Group is in the process of making an assessment of the impact of these new and revised IFRSs upon initial application. So far, the Group considers that these new and revised IFRSs are unlikely to have a significant impact on the Group's results of operations and financial position.

   3.    PROFIT/ (LOSS) BEFORE TAX 

Profit/ (Loss) before tax arrived at after charging/(crediting):

 
                                                Six month ended 30 June 
                                                      2017           2016 
                                             -------------  ------------- 
                                                       GBP            GBP 
                                               (unaudited)    (unaudited) 
 Depreciation of property, plant and 
  equipment                                          1,518          1,448 
 Foreign exchange gain                                   -          (675) 
 Staff costs (including directors' 
  remuneration) 
 
       *    Salaries and other benefits             38,694         29,466 
 
       *    Fees                                    10,500         11,250 
 
       *    Retirement scheme contribution           1,935          1,935 
 Operating lease payment in respect 
  of office premises                                     -          7,111 
                                             =============  ============= 
 
   4.    DIRECTORS' REMUNERATION 

The emoluments paid or payable to each of the directors were as follows:

For six months ended 30 June 2017 (unaudited):

 
                                            Salaries             Retirement 
                                           and other    scheme contribution 
                                   Fees     benefits                             Total 
                              ---------  -----------  ---------------------  --------- 
                                    GBP          GBP                    GBP        GBP 
 Executive directors 
 Mr. Robert Anthony 
  Rowland Berkeley                    -        8,600                      -      8,600 
 Mr. Chu Wai Tak 
  Jonathan                            -            -                      -          - 
  Mr.Paniti Junhasavasdikul 
  (Note 1)                            -       25,200                      -     25,200 
 
 
   Independent 
   non-executive director             -       33,800                      -     33,800 
 Mr. Seah Boon Chin              10,500            -                      -     10,500 
                              ---------  -----------  ---------------------  --------- 
 
                                 10,500       33,800                      -     44,300 
                              =========  ===========  =====================  ========= 
 

For six months ended 30 June 2016 (unaudited):

 
                                          Salaries             Retirement 
                                         and other    scheme contribution 
                                 Fees     benefits                             Total 
                            ---------  -----------  ---------------------  --------- 
                                  GBP          GBP                    GBP        GBP 
 Executive directors 
 Mr. Robert Anthony 
  Rowland Berkeley                  -        6,000                      -      6,000 
 Mr. Chu Wai Tak 
  Jonathan                          -        6,095                    305      6,400 
 
 
   Independent 
   non-executive director           -       12,095                    305     12,400 
 Mr. Seah Boon Chin            11,250            -                      -     11,250 
                            ---------  -----------  ---------------------  --------- 
 
                               11,250       12,095                    305     23,650 
                            =========  ===========  =====================  ========= 
 

Notes:

   1.   Mr.Paniti Junhasavasdikul was appointed on 9 September 2016 and resigned on 30 April 2017. 
   5.    INCOME TAX 

No change to income tax arises in the period as there were no taxable profits in the period. The Company and its subsidiaries, except the Hong Kong subsidiary, are incorporated in British Virgin Islands and are not subject to any income tax.

The Hong Kong subsidiary of the Company did not record any assessable profits during the period (2016: nil).

No deferred tax asset has been recognised in respect of the tax loss due to the loss are not recognised by the tax authority of relevant jurisdictions.

   6.    EARNINGS/ (LOSS) PER SHARE 
   (a)   Basic earnings/ (loss) per share 

During the period, the calculation of basic earnings/ (loss) per share is based on the earnings/ (loss) for the period attributable to shareholders of GBP1,213,574 (2016: GBP110,211) by the weighted average number of 212,826,072 ordinary shares in issue during the period (2016: 212,826,072).

   (b)   Diluted earnings/ (loss) per share 

No adjustment has been made to the basic earnings/ (loss) per share presented for the six months ended 30 June 2016 and 30 June 2017 in respect of dilution, as the impact of the share options outstanding had an anti-dilutive effect on the basic earnings/ (loss) per share presented.

   7.    AVAILABLE-FOR-SALE FINANCIAL ASSETS 

Available-for-sale financial assets comprise of:

 
                                              30 June   31 December 
                                                 2017          2016 
                                        -------------  ------------ 
                                                  GBP           GBP 
                                          (Unaudited)     (Audited) 
 Unlisted equity securities 
 Andaman Power and Utility Company 
  Limited                                           -       828,134 
 Myanmar Allure Group Company Limited       1,507,460     1,588,202 
                                        -------------  ------------ 
 
                                            1,507,460     2,416,336 
                                        =============  ============ 
 

The unlisted equity securities are measured at fair value and are classified as being subject to Level 3 fair value measurement methods. Fair value is estimated using Discounted Cash Flow ("DCF") method. There were no changes in valuation techniques during the periods.

The movements in the value of individual available-for-sale financial assets during the period mainly arise from the exchange realignment.

   8.    SHARE CAPITAL 
 
                                   Number of 
                             ordinary shares 
                                  of GBP0.10        GBP 
                                        each 
                             ---------------  --------- 
 Authorised 
 At 30 June 2016 and 2017      1,000,000,000        N/A 
                             ===============  ========= 
 Issued 
 As at 31 December 2016, 
  1 January 
 2017 and 30 June 2017           212,826,072  6,284,194 
                             ===============  ========= 
 

All issued shares rank pari passu in all respects with the existing ordinary shares of the Company.

   9.    CONVERTIBLE LOAN 

The Company issued a two year convertible loan with principal amount of GBP100,000, bearing interest at a rate of 15% per annum, to Nature Cove Holdings Limited ("Nature Cove") on 7 December 2016. The convertible loan entitled Nature Cove to convert the loan into ordinary shares in the Company at any time between the date of issue of the convertible loan and the date of maturity on 1 December 2018 at the lower of conversion price of GBP 0.03 per ordinary share or the market price. If the convertible loan was not converted, it would be redeemed on 1 December 2018 at the principal amount outstanding plus accrued interest.

The convertible loan contains a liability component and a conversion option derivative. The convertible loan was designated at fair value through profit or loss entirely and measured at fair value with changes in fair value recognised in profit or loss. The convertible loan was repaid in full during the period.

The movements of the convertible loan note is set out below:

 
                                    As at 30 Jun  As at 31 Dec 
                                            2017          2016 
                                             GBP           GBP 
At the beginning period/ year            320,243             - 
Issue during the period/ year                  -       100,000 
Repayment during the period/ year      (100,000)             - 
Change in fair value                   (220,243)       220,243 
At the end of the period/ year                 -       320,243 
                                    ------------  ------------ 
 

The following assumptions were used to calculate the fair values of the embedded derivatives:

 
                         As at 
                   31 Dec 2016 
Spot price            GBP0.095 
Conversion price      GBP0.030 
Time to maturity      1.9 year 
Risk-free rate         0.0844% 
Volatility                 81% 
 

The monte carlo simulation model has been used to estimate the fair value of the embedded derivatives. The variables and assumptions used in computing the fair value of the embedded derivatives are based on the directors' best estimates. Changes in variables and assumptions may result in changes in the fair value of the embedded derivatives.

This information is provided by RNS

The company news service from the London Stock Exchange

END

IR GMGZLLNMGNZM

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September 28, 2017 02:01 ET (06:01 GMT)

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