RNS Number:0757O
Arko Holdings PLC
27 June 2005
PRELIMINARY STATEMENT
of
ARKO HOLDINGS PLC
For the year ended 31 December 2004
Chairman's Statement
I am pleased to report on the result of Arko Holdings plc ("the Group") for the
year ended 31 December 2004. while the trading result was disappointing,
progress was made in shaping the Group for the future and I am pleased to be
able to report a solid start to 2005.
This has been a challenging year for the Group. In addition, over the last 16
months, there were a number of changes in senior personnel, including the
departure of the Chairman and CEO, which inevitably led to some internal
disruption.
In my statement to shareholders last year I cautioned that profits in the
forthcoming year could suffer as a result of the cost of procurement of new
equipment and machinery in the terminal, although this could be offset by an
increase of revenues derived from both a greater volume of cargo passing through
the terminal, and from a new, higher electricity tariff per unit. Although
those activities have continued into 2005 they have been at a lower level and
this, together with the costs associated with abortive development projects, as
previously reported in the Group's interim statement, has impacted on the
results.
FINANCIAL RESULTS
The Group operating profit before provisions and exceptional items was
US$2,971,245. This major source of income during the period arose from the
shipping business in Hong Kong, the Guangzhou container terminal and the power
plant, which amounted in aggregate to US$16,056,581.
Due to the uncertainty of the development of various projects such as the quarry
mine and silicon plant, a provision in the sum of US$7,139.474 was provided for
the year, which resulted in the operating loss of US$6,584,754. The loss on the
ordinary activities before tax was US$7,195,665 following the disposal of the
trading arm of the Group. Turnover for the year was US$43,695,831. The result
was exacerbated by a particularly disappointing fourth quarter in which several
anticipated large projects were cancelled or postponed.
DIVIDEND
In view of the financial performance of the Group the directors are unable to
recommend the payment of a dividend.
BUSINESS REVIEW
It has been a year of major change.
We have completed the refocusing of the group on its shipping logistics
business. First of all, the results of the container terminal were encouraging.
There was an increase of approximately 25% in the handling of TEUs compared to
the same period of last year. Both turnover and operating profit before tax
have recorded an increase of 37% and 74% respectively compared to the previous
year.
On the other hand, the shipping activities in China have substantially reduced.
Following the resignation of the managing director of the shipping company, the
size of the shipping team in China has significant reduced which resulted in the
downturn of the activities carried out. As to the result, the board recognized
that the risk management in human resources has to be strengthened.
As mentioned in my interim report, the unstable quality coal supply as well as
the increase of the coal price has significantly affected the profit margin of
the power generation business. This situation has not improved in the second
half of the year. Therefore, there were a few months of recorded losses in the
power plant. The unstable quality coal supply also increased the pressure of
maintenance of the boiler and the generator. Additionally the insufficient
generation capacity in 2004 hindered the approval of our application for the
increase of the electricity tariff per unit. When taken together these factors
made the overall performance of the power plant unsatisfactory during the year.
Looking at the overall results of the different businesses, we anticipate that
the Group will in the foreseeable future undertake no material activities apart
from the terminal operation and its synergetic shipping activities.
MANAGEMENT
In the period to 31 May 2005, a number of changes affecting the Board took
place. Chin Kam Chiu resigned from the board in March 2004 and subsequently Qin
Shun Chao took over his role as the Chairman of the Company. In January 2005, it
was announced that Qin Bing Qing was suspended from his position as an executive
director. In addition, Lawrence Lai, a non executive director, wishes to retire
from the Board and so will not be seeking re-appointment at the forthcoming
Annual General Meeting which will be held on 22 July 2005. The resignation of
Lawrence Lai is due to a forthcoming change in the leadership of the faculty at
the University of Hong Kong in which he is principally employed, which entails a
much heavier academic and administrative work load for him.
PROSPECTS
During the past year there have been significant changes to the Group's
strategy, operations and personnel, aimed at driving the business in a more
focussed manner, and providing the platform for future growth.
The Board is conscious that expectations of improved performance in the year
have not been met but the continuing success of our container terminal
operations in Guangzhou, coupled with our now restructured operations, lead us
to expect an improvement in the Group's performance in the current year. Other
than this the results for the year are not representative of the future. They
reflect the effect of the refocusing of the group business together with the
financial impact of the disposal of trading subsidiaries and changes in
management. The Board believes that the adverse effects caused by the departure
of the former chairman Chin Kam Chiu should have been overcome in this financial
year and a reform in management would be seriously carried out in the current
year.
Unquestionably, conditions for investing have become more difficult, as levels
of risk and uncertainty have increased over the last few months. In particular,
the unpleasant news relating to the former directors had inevitably hindered the
exercise of raising funds to finance the projects. We do not expect the quarry
mine project to move ahead in the next six months unless external funding is
available. However, as an alternative to abandoning the project, we have
discussed with our fellow investor the possibility of assigning our right to
another interested party, or seeking an industry player to jointly develop the
project.
Apart from the quarry mine, the unsettled dispute with the PRC party meant the
coalmine project was not viable. On the other hand, in order to accelerate the
development of our core business in the Guangzhou terminal, the Board has
considered to either sell the power plant or to seek a strategic partner for
operation. In a nutshell, the Board is confident in the prospects for the
refocused group, and has been addressing the prospects for each of the
respective businesses.
APPRECIATION
I wish to thank my co-directors who have worked so hard for the Group during the
difficult period, in particular the non executive director Lawrence Lai for his
independent thinking and considerable contribution and commitment to the Group.
I would also like to thank our shareholders for their continuing support and
confidence and look forward to a significantly improved performance in 2005.
Qin Shun Chao
Chairman
24 June 2005
CONSOLIDATED PROFIT AND LOSS ACCOUNT
For the year ended 31 December 2004
Notes 2004 2003
US$ US$
TURNOVER 1
Continuing operations 16,056,581 21,043,857
Discontinued operations 27,639,250 61,934,324
43,695,831 82,978,181
Cost of sales (37,593,388) (69,188,539)
GROSS PROFIT 6,102,443 13,789,642
Other operating income 2 201,774 340,279
Net operating expenses (12,888,971) (8,004,483)
OPERATING (LOSS)/PROFIT BEFORE IMPAIRMENT OF FIXED ASSETS (6,584,754) 6,125,438
Impairment of fixed assets 3 - (5,954,871)
OPERATING (LOSS)/PROFIT
Continuing operations (6,895,786) 3,361,720
Discontinued operations 311,032 (3,191,153)
Group operating (loss)/profit 4 (6,584,754) 170,567
Interest receivable 6 406,594 538,125
Interest payable 7 (1,017,505) (718,294)
LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION (7,195,665) (9,602)
Taxation 8 (378,151) (594,896)
LOSS ON ORDINARY ACTIVITIES AFTER TAXATION (7,573,816) (604,498)
Minority interests 405,234 2,158,185
Dividends payable - -
RETAINED (LOSS)/PROFIT FOR THE YEAR 23 (7,168,582) 1,553,687
US cents US cents
(LOSS)/EARNINGS PER SHARE
Basic 9 (0.3624) 0.0787
Diluted (0.3624) 0.0786
2004 2003
US$ US$
(LOSS)/PROFIT FOR THE FINANCIAL YEAR (7,168,582) 1,553,687
Currency translation gains and losses on foreign currency net investment 115,280 (198,346)
TOTAL RECOGNISED GAINS AND LOSSES (7,053,302) 1,355,341
there were no material differences between the reported profit and historical
cost profit on ordinary activities before taxation in either of the above
financial years.
BALANCE SHEETS
31 December 2004
Notes Group Company
2004 2003 2004 2003
US$ US$ US$ US$
FIXED ASSETS
Intangible assets 10 24,201,053 25,597,845 - -
Tangible assets 11 36,097,832 44,171,427 - -
Investments in subsidiaries 13 - - 56,014,662 56,014,662
Investments in associates 14 12,082 1,092,836 - -
60,310,967 70,862,108 56,014,662 56,014,662
CURRENT ASSETS
Stocks and work in progress 15 263,971 273,936 - -
Debtors 16
- due within one year 12,711,830 5,243,978 444,218 983
- due after more than one year 55,580 6,220,540 - -
Cash at bank and in hand 421,203 239,860 104,052 1,329
13,452,584 11,978,314 548,270 2,312
CREDITORS: Amounts falling due (4,997,141) (8,516,669) (1,328,860)
within one year (1,480,517)
17a
NET CURRENT ASSETS/(LIABILITIES) 8,455,443 3,461,645 (932,247) (1,326,548)
TOTAL ASSETS LESS CURRENT 68,766,410 74,323,753 55,082,415 54,688,114
LIABILITIES
CREDITORS: amounts falling due (2,694,844) (1,224,049) - -
after more than one year
17b
NET ASSETS 66,071,566 73,099,704 55,082,415 54,688,114
CAPITAL AND RESERVES
Called up share capital 22 14,921,520 13,167,451 14,921,520 13,167,451
Shares to be issued 23 - 5,601,466 - 5,601,466
Share premium 23 15,662,031 11,416,567 15,662,031 11,416,567
Merger reserve 23 26,042,970 26,042,970 26,042,970 26,042,970
Other reserve 23 1,681,573 1,394,464 - -
Profit and loss account 23 (4,587,087) 2,753,324 (1,544,106) (1,540,340)
EQUITY SHAREHOLDERS' FUNDS 53,721,007 60,376,242 55,082,415 54,688,114
24
MINORITY INTERESTS 12,350,559 12,723,462 - -
66,071,566 73,099,704 55,082,415 54,688,114
Approved by the board on 24 June 2005 and signed on its behalf by
QIN Shun Chao SHI Yan
Director Director
Notes 2004 2003
US$ US$
Net cash inflow from operating activities 19 2,135,322 11,585,327
Returns on investments and servicing of finance 20 (610,911) (1,168,670)
Taxation (991,678) (168,379)
Capital expenditure and financial investment 20 (1,411,454) (9,462,752)
Acquisitions and disposals 20 1,080,754 (1,092,836)
CASH INFLOW/(OUTFLOW) BEFORE FINANCING 202,033 (307,310)
Financing 20 (30,139) 118,019
INCREASE/(DECREASE) IN CASH IN THE PERIOD 171,894 (189,291)
CONSOLIDATED CASH FLOW STATEMENT
For the year ended 31 December 2004
2004 2003
US$ US$
Increase/(decrease) in cash in the period 171,894 (189,291)
Cash outflow from decrease in lease financing 22,183 5,226
Cash outflow from repayment of bank loan 1,898,652 9,789
Cash inflow from issue of loan (1,910,228) -
Cash outflow from repayment of other loan - 357,599
Cash outflow from repayment of advances from investors 417,599 30,340
Change in net debt resulting from cashflows 600,100 213,663
New finance leases - (23,494)
MOVEMENT IN NET DEBT IN PERIOD 600,100 190,169
NET DEBT AT 1 JANUARY 2004 (2,884,925) (3,075,094)
NET DEBT AT 31 DECEMBER 2004 21 (2,284,825) (2,884,925)
ACCOUNTING POLICIES
Basis of accounting
The financial information has been prepared under the historical cost convention
and in accordance with applicable accounting standards in the United Kingdom.
Basis of consolidation
On the acquisition of a subsidiary, its assets and liabilities are recorded at
their fair value, reflecting their condition at the date of acquisition. All
changes to those assets and liabilities, and the resulting gains and losses,
that arise after the Group has gained control of the subsidiary are taken to the
profit and loss account.
The consolidated profit and loss account and consolidated balance sheet include
the financial statements of the Company and its subsidiary undertakings up to 31
December. The results of subsidiaries acquired are included in the consolidated
profit and loss account from the date on which control passes. Intra-group sales
and profits are eliminated on consolidation.
As permitted by Section 230 of the Companies Act 1985, a separate profit and
loss account is not presented in respect of the Company.
Turnover
Turnover comprises the invoiced value of sales relating to the period in respect
of trading, operation of a power plant and a terminal and provision of shipping
logistic services.
Goodwill
Goodwill arising on consolidation represents the excess of the fair value of the
consideration paid over the fair value of the identifiable net assets acquired
and will be amortised through the profit and loss account over its estimated
useful economic life of 20 years on a straight line basis.
Provision is made for any impairment in the carrying value of the goodwill to
the extent that an asset's recoverable value in use is reduced below its
carrying value.
Tangible assets
Expenditure on additions and improvements is capitalised as incurred. Fixed
assets are included at historical cost less accumulated depreciation and any
impairment losses.
Tangible fixed assets, other than construction in progress, are depreciated over
their estimated useful lives on a straight line basis. The following annual
rates of depreciation have been used.
Land and buildings 20-30 years
Plant and machinery 10-20 years
Equipment, furniture and fixtures 5-10 years
Motor vehicles 5-10 years
Oil storage tanks 15 years
Vessels 10 years
Construction in progress represents a building under construction, which is
stated at cost less any impairment. Cost comprises the direct cost of
construction. Construction in progress is reclassified to the appropriate
category of tangible fixed assets when completed and ready for use.
Stock
Stock is valued at the lower of cost and estimated net realisable value.
Foreign currencies
Monetary assets and liabilities expressed in foreign currencies are translated
at the rate of exchange ruling at the balance sheet date. Revenues, costs and
non-monetary assets are translated at the exchange rates ruling at the
transaction date.
Profit and losses arising from currency transactions and on settlement of
amounts receivable and payable in foreign currencies are dealt with through the
profit and loss account.
Differences on exchange arising from the translation of the assets, liabilities
and results of foreign subsidiaries are taken directly to exchange reserve.
Deferred taxation
Deferred tax is recognised in respect of all timing differences that have
originated but not reversed at the balance sheet date where transactions or
events that result in an obligation to pay more tax in the future or a right to
pay less tax in the future have occurred at the balance sheet date. Timing
differences are differences between the group's taxable profits and its results
as stated in the financial statements that arise from the inclusion of gains and
losses in tax assessments in periods different from those in which they are
recognised in the financial statements.
Deferred tax is measured at the average tax rates that are expected to apply in
the periods in which timing differences are expected to reverse, based on tax
rates and laws that have been enacted or substantially enacted by the balance
sheet date. Deferred tax is measured on a non-discounted basis.
Liquid resources
In accordance with FRS 1 "Cash flow statements", for cash flow purposes, cash
includes net cash in hand and bank deposits payable on demand within one working
day, and liquid resources include all of the Group's other bank deposits.
Pension costs
The Group contributes to defined contribution pension schemes including the Hong
Kong Mandatory Provident Fund Scheme and the PRC Central Pension Scheme.
Contributions are charged to the profit and loss account in the period as
incurred.
LEASED ASSETS AND OBLIGATIONS
Where assets are financed by leasing agreements that give rights approximating
to ownership ("finance leases"), the assets are treated as if they had been
purchased outright. The amount capitalised is the present value of the minimum
lease payments payable during the lease term. The corresponding leasing
commitments are shown as obligations to the lessor.
Lease payments are treated as consisting of capital and interest elements, and
the interest is charged to the profit and loss account in proportion to the
remaining balance outstanding.
All other leases are "operating leases" and the annual rentals are charged to
profit and loss on a straight line basis over the lease term.
NOTES TO FINANCIAL STATEMENTS
1 SEGMENTAL ANALYSIS
Turnover Operating (loss)/profit Net operating assets/
(liabilities)
2004 2003 2004 2003 2004 2003
US$ US$ US$ US$ US$ US$
Continuing operations:
Terminal and shipping 7,356,794 9,620,772 286,748 3,243,924 24,961,672 35,373,040
logistics
Power plant 8,699,787 11,423,085 (1,017,694) (3,208,044) 29,689,890 30,539,517
Trading and others - - (3,763,555) 3,436,405 10,360,821 3,712,912
Mining - - (2,401,285) (110,565) 1,059,183 3,450,176
16,056,581 21,043,857 (6,895,786) 3,361,720 66,071,566 73,075,645
Discontinued operations
Trading and others 27,639,250 61,934,324 311,032 (3,191,153) - 24,059
Group 43,695,831 82,978,181 (6,584,754) 170,567 66,071,566 73,099,704
Analysis by origin:
Hong Kong 30,456,098 67,876,476 (1,710,376) 3,328,202 26,501,322 15,731,583
PRC excluding Hong Kong 13,239,733 15,101,705 (4,591,806) (2,400,235) 40,531,565 59,383,342
United Kingdom - - (282,572) (757,400) (961,321) (2,015,221)
Group 43,695,831 82,978,181 (6,584,754) 170,567 66,071,566 73,099,704
The analysis of turnover by destination is not materially different to the
analysis of turnover by origin.
2 OTHER INCOME 2004 2003
US$ US$
Net profit from investment in property - 286,982
Others 201,774 53,297
201,774 340,279
3 IMPAIRMENT OF FIXED ASSETS
Due to technology evolution, management expect the life of fixed assets from
Changzhou Power Development Company Limited ("CZPD") would be substantially
shortened and a provision of US$5.9 million was therefore made in the year ended
31 December 2003.
This provision is to ensure that the fixed assets from CZPD are recorded in the
financial statements herein at no more than their recoverable amounts in
accordance with FRS 11. Measures have also been taken to adhere to the relevant
depreciation policy as stated in the Accounting Policies.
As there is a minority interest of CZPD of 40.8%, the impairment is shared
proportionally by the minority shareholders. Of the provision of US$5.9 million,
the amount borne by the minority shareholders is in excess of US$2.4 million.
4 OPERATING (LOSS)/PROFIT 2004 2003
US$ US$
Operating (loss)/profit is stated after charging/(crediting):
Auditors' remuneration 34,666 23,121
- UK
- Overseas 75,471 80,727
Depreciation and amounts written off tangible fixed assets 2,062,330 3,964,236
- owned assets
- leased assets 450 545
Amortisation of positive goodwill 1,396,792 1,394,698
Loss on disposal of fixed assets 125,608 11,792
Impairment of tangible assets - 5,954,871
Rentals under operating leases 343,555 636,432
- land and buildings
- barges and containers 695,842 1,425,187
- motor vehicles 2,157 181,656
Directors' remuneration 107,848 31,414
Staff costs (including director remuneration) 1,641,410 1,375,243
Exchange (gains)/losses (85,480) 96,421
Exceptional items
Write off of amount due from a former employee of a subsidiary 1,208,250 -
Write off of deposit for the acquisition of vessels 1,080,145 -
Write off of deposit for mining equipment 2,374,211 -
Write off of debtor relating to disposal of land use rights 2,476,913 -
5 EMPLOYEES 2004 2003
No. No.
The average monthly number of persons (including directors)
employed by the group during the year was:
Management and administration 101 110
Sales and distribution 5 18
Operations 424 450
530 578
2004 2003
US$ US$
Staff costs for above persons:
Wages and salaries 171,080
- included in costs of sales 644,424
- included in operating expenses 965,446 1,156,731
Other pension costs 24,685 40,139
Other staff welfare 6,855 7,293
1,641,410 1,375,243
DIRECTORS' REMUNERATION
Fees of US$ nil (2003: US$ 214,311) were paid to certain directors through
Winbest Resources Limited, a company in which Mr Shi Yan is a director and is
ultimately controlled by Chin Dynasty Foundation Limited. These fees are
additional to fees of US$ 107,848 (2003: US$ 31,414) that were paid to the
directors by group companies.
6 INTEREST receivable 2004 2003
US$ US$
Bank interest receivable 3,220 735
Other interest receivable 403,374 537,390
406,594 538,125
7 INTEREST PAYABLE 2004 2003
US$ US$
Bank loans wholly repayable within five years 125,698 1,194
Other loans wholly repayable within five years 891,465 716,516
Finance charges payable under finance lease 342 584
1,017,505 718,294
8 TAXATION 2004 2003
US$ US$
Current tax:
UK corporation tax on profits of the period - -
Foreign tax
Current year 378,151 1,116,715
Adjustment in relation to prior year - (521,819)
Tax on profit on ordinary activities 378,151 594,896
2004 2003
Factors affecting tax charge for period: US$ US$
The tax assessed for the period is higher than the standard rate
of
corporation tax in the UK (30%). The differences are explained
below:
Loss on ordinary activities before tax (7,195,665) (9,602)
Loss on ordinary activities multiplied by standard rate of (2,158,700) (2,881)
corporation tax in the UK of 30% (2003: 30%)
Effects of:
Tax losses carried forward 16,864 259,204
Expenses not deductible for tax purposes 2,732,717 2,723,301
Capital allowances in excess of depreciation - (6,901)
Lower tax rates on overseas earnings 184,362 (670,887)
Non-taxable income (397,092) (1,185,121)
Adjustment to tax charge in respect of previous periods - (521,819)
Tax charge for period 378,151 594,896
In respect of subsidiary companies operating in Hong Kong, provisions for Hong
Kong Profits tax are calculated at 17.5% (2003:17.5%) of the estimated
assessable profits for the year.
In respect of subsidiary companies operating in PRC, they are subject to
enterprise income tax ('EIT') at rates ranging from 15% to 33%. However, certain
of them are subject to tax holidays from the local tax authorities under the
income tax law of PRC whilst certain had tax losses brought forward from
previous years. Accordingly, no provision for EIT has been made for the period.
No deferred tax is recognised on the unremitted earnings of the overseas
subsidiary companies, as no dividend payments due to UK parent company are
expected to be made in the foreseeable future.
A deferred tax asset of US$ 16,864 (2003: US$ 1,816,412) has not been recognised
in respect of tax losses carried forward due to the uncertainty of the timing of
future taxable profits that these losses can be offset against.
9 (LOSS)/EARNINGS PER SHARE
Basic earnings per share for the year is based on a loss of US$7,168,582 (2003:
profit of US$1,553,687) and the weighted average number of shares in issue and
to be issued of 1,978,017,406 (2003: 1,973,935,044).
Diluted earnings per share for the year is based on a loss of US$7,168,582
(2003: profit of US$l,553,687).
The weighted average number of shares used to calculate diluted earnings per
share for the year to 31 December 20034 incorporates the weighted average number
of shares in issue and to be issued of 1,973,935,044 plus dilutive potential
ordinary shares arising from share options of 2,966,667 totalling 1,976,901,711.
Dilutive loss per share for 2004 is equivalent to basic earnings per share as
the effect of dilutive potential ordinary shares would decrease the net loss per
share and so the potential ordinary shares are not treated as dilutive in
accordance with FRS14.
10 INTANGIBLE FIXED ASSET Goodwill on
acquisition of
subsidiaries
US$
Cost 27,890,148
At 1 January 2004 and 31 December 2004
Accumulated amortisation 2,292,303
At 1 January 2004
Amortisation for the year 1,396,792
At 31 December 2003 3,689,095
Net book value 24,201,053
At 31 December 2004
At 31 December 2003 25,597,845
11 TANGIBLE FIXED ASSETS
Land and Plant and Furniture, Oil storage Vessels Motor Construction Total
buildings machinery fixtures tanks vehicles in progress
and
equipment
Group US$ US$ US$ US$ US$ US$ US$ US$
Brought forward 22,229,869 24,499,149 2,374,477 1,547,904 3,823,225 648,916 7,877,233 63,000,773
Exchange differences (136,978) 51,160 (32,383) - - 49,309 (357,061) (425,953)
Reclassifications (299,537) (4,357,477) 5,731,445 (1,374,851) (58,325) - 358,745 -
Transfers (56,836) (552,887) - - - - 609,723 -
Additions 16,000 1,282,270 148,775 - - - 472,687 1,919,732
Disposals - - (171,753) - (659,309) (20,510) (7,205,913) (8,057,485)
21,752,518 20,922,215 8,050,561 173,053 3,105,591 677,715 1,755,414 56,437,067
Accumulated depreciation
Brought forward 6,062,246 9,730,644 1,543,316 158,584 909,703 424,853 - 18,829,346
Exchange differences 7,842 (348,343) 6,996 - - 966 - (332,539)
Reclassifications (300,439) (1,611,852) 2,115,904 (145,124) (58,489) - - -
Charged in the year 383,758 784,106 516,887 - 325,514 52,514 - 2,062,779
Disposals - - (72,297) - (141,006) (7,048) - (220,351)
6,153,407 8,554,555 4,110,806 13,460 1,035,722 471,285 - 20,339,235
At 31 December 2004 15,599,111 12,367,660 3,939,755 159,593 2,069,869 206,430 1,755,414 36,097,832
At 31 December 2003 16,167,623 14,768,505 831,161 1,389,320 2,913,522 224,063 7,877,233 44,171,427
During the year, the Company disposed of two plots of land amounting to US$
7,205,913 (RMB60 million). Due to certain administrative procedures, the
certificate of land use right has not been issued. The land has therefore been
classified under construction in progress.
Certain brought forward figures in tangible fixed assets have been reclassified
to conform with the current year's presentation of the financial statements.
12 TANGIBLE FIXED ASSETS
At 31 December 2004, the net book values of land and buildings, plant and
machinery, fixtures and equipment are further analysed as follows:
Terminal Power plant Mining zone Others Total
# # # # #
Land 2,756,615 - - - 2,756,615
- short leases
- unspecified leases 1,378,309 - - - 1,378,309
4,134,924 - - - 4,134,924
Buildings 8,575,425 2,004,334 884,428 - 11,464,187
Land and buildings 12,710,349 2,004,334 884,428 - 15,599,111
Plant and machinery 4,887,839 7,479,821 - - 12,367,660
Furniture, fixtures and 128,830 2,589,929 10,544 1,210,452 3,939,755
equipment
At 31 December 2003, a guarantee was given by Keen Chance Terminal (GZ) Company
Limited ("KCT") for banking facilities granted to a fellow investor, Miaotou
Economic Development Company Limited ("MEDCL"), in KCT (see note 27(b)).
The Group obtained land use right and real estates certificates on the
terminal's land under short leases from the local land authority. Land with a
value of US$ 1,378,309 held under unspecified leases of the terminal is land
held for industrial use for which the relevant land use right certificate was
not obtained and thus the term of the lease has yet to be agreed.
Included in the land and buildings of the power plant are short lease land on
which the power plant, related ash storage pools and ancillary facilities are
located. In addition, they also include land held for industrial use in respect
of which the Group has not obtained the relevant land use right certificate. Due
to the lack of historic accounting records, the Group has no record of the split
of the net book value between land and buildings.
The Group did not obtain any building ownership certificates in respect of the
buildings of the Group.
Under the Law of PRC, the land held for industrial use and the buildings without
building ownership certificates can only be used for identified industrial
purposes. The Group cannot legally sell or mortgage such properties until the
relevant land taxes are paid to the local land authority. However there is no
binding agreement for the taxes to be paid.
At 31 December 2004, the net book value of fixed assets held under finance
leases amounted to US$3,368 (2003:US$4,715).
13 INVESTMENTS Investment in
subsidiaries
US$
Cost
1 January 2004 56,014,662
Additions 56,014,662
Disposals (56,014,662)
31 December 2004 56,014,662
Included in the above is the initial consideration of US$50.4 million and
deferred consideration of US$5.6 million for acquiring the various investments.
The deferred consideration was settled by the issue of 190,000,000 shares on 30
January 2004.
Following the Group restructuring on 30 November 2004, all of the Company's
subsidiaries which were indirectly owned through a directly owned subsidiary,
Arko Investment Limited (formerly known as Arko Holdings Limited), have been
transferred to Arko Offshore Holdings Limited. All interests in direct owned
subsidiary, Arko Investment Limited have been disposed thereafter.
At 31 December 2004, the Company held 100% of the ordinary shares of Arko
Offshore Holdings Limited, a company incorporated in the British Virgin Island
("BVI"), whose principal activity was that of a holding company. Arko Offshore
Holdings Limited had the following subsidiaries undertakings:
Name Holding ordinary Business activities Country of
shares/registered incorporation/
capital establishment
Arko Energy Limited 100% Investment holding British Virgin
Islands
Arko Consultants Limited (formerly 100% Providing management British Virgin
known as Arko Mining Limited) services Islands
Arko Pacific Limited (formerly known 100% Investment holding British Virgin
as Winko Development Limited) Islands
Long Prosperity Industrial Limited* 100% Investment holding Republic of
Seychelles
Arko Silicon (Hubei) Limited* 100% Dormant The People's Republic
of China
Sanko Mineral Limited* 100% Sub-letting of yachts, ships British Virgin
Islands
(formerly known as Arko Mineral and vessels
Limited)
Arko Logistics Limited* 100% Providing logistics Hong Kong
and related services
Arko Satellite Limited* 100% Dormant British Virgin
Islands
Arko Terminal Limited ("ATL")* 100% Investment holding Republic of
Seychelles
Changzhou Power Development Company 59.2% Operating a coal-fired The People's Republic
Limited*
thermal power plant of China
Keen Chance Terminal (GZ) Company 40% Investing in and operation The People's Republic
Limited*
of a terminal and providing of China
logistics services
Fujian Sanko Mining Limited* 70% Dormant The People's Republic
of China
* held by a subsidiary of Arko Offshore Holdings Limited
At 31 December 2004 and up to the date of this report, the 40% equity interest
in Keen Chance Terminal (GZ) Company
Limited "KCT" was still held by Keen Lloyd Energy Limited ("KLEL"), which is a
subsidiary of Keen Lloyd Holdings Limited
("KLHL"). KLHL is in the process of transferring its interests to ATL. In the
opinion of the directors, the transfer of the
40% equity interests in KCT will be successful and hence the latter is regarded
as an investment of Arko Holdings Plc.
Pursuant to an agreement dated 5 April 2002 entered into between KLEL and
Miaotou Economic Development Company Limited "MEDCL
", a shareholder of KCT who held a 30% equity interest in KCT, MEDCL agreed to
vote in accordance with the instructions
of KLEL at board meetings in view of its indebtedness to KLEL, for an
approximate sum of RMB78 million (equivalent to US$9.4 million),
and KLEL intended to convert the outstanding loan into the registered capital of
KCT.
On 22 April 2003, KLEL entered into a shareholder agreement with MEDCL and
Harbour Economic Development Company Limited ("HEDCL"), another shareholder of
KCL, whereby all parties agreed that MEDCL has unconditionally transferred the
authority empowered to its directors representative (including their rights and
obligations) to KLEL until KLEL transferred the 40% equity interests in KCL to
ATL to reiterate the aforesaid agreement dated 5 April 2002.
On 16 May 2003, a supplemental agreement was entered into between ATL, KLEL,
MEDCL and HEDCL by which all parties agreed that the above authority transferred
to KLEL would be vested in ATL after KLEL completed the transfer of equity
interests in KCL to ATL.
As per a legal opinion from a PRC lawyer, in accordance with the terms and
conditions set forth in the above agreements, KLEL effectively controlled the
board of KCT and this arrangement was confirmed by the shareholders of KCT. In
2002, a Hong Kong Lawyer also expressed his view that KCT is a subsidiary of
KLEL under the Hong Kong Companies Ordinance however, KLEL was transferred
beneficial control to ATL and therefore in the opinion of the directors, KCT is
a subsidiary of ATL under UK Companies Act 1985.
In addition, KCT will be a legal subsidiary of ATL immediately upon the
completion of transfer of the 40% of equity in KCT from KLEL to ATL.
All material subsidiaries are included in the consolidated financial statements.
13 INVESTMENT IN ASSOCIATES 2004 2003
US$ US$
Share of net assets 12,082 1,092,836
During the year, the company disposed of its 30% holding of Suizhou Winko
Building Material Co Ltd, at initial acquisition cost of RMB 9,000,000 (US$
1,092,836) to a third party.
During the year, the company acquired 20% of the ordinary shares in a PRC
incorporated company, Guangzhou Keen Lloyd Shipping Agents Limited at
consideration of RMB 100,000 (US$12,082). The associated company is principally
engaged in provision of logistic, declaration and related services.
14 STOCKS
Stocks represent coal and consumables, There was no significant difference
between the replacement cost and the value shown in the balance sheet.
15 DEBTORS Group Company
2004 2003 2004 2003
US$ US$ US$ US$
Amounts falling due within one year:
Trade debtors 4,001,613 2,600,347 - -
Other debtors (note i) 8,710,217 2,177,857 - -
Prepayments - 465,774 444,218 983
12,711,830 5,243,978 444,218 983
Amounts falling due after more than one
year:
Security deposit (note ii) 55,580 2,782,357 - -
Deposits for fixed assts (note iii) - 3,438,183 - -
55,580 6,220,540 - -
Notes:
(i) Included in other debtors is an amount of US$6,318 due
from a related company - Tanko Electronics Limited. In 2003 US$52,836 was due
from Tanko Industrial Limited, a company which is ultimately controlled by Chin
Dynasty Foundation Limited. The amount is interest free, unsecured and
repayable on demand.
(ii) From 2002, prepayments were made to PRC local suppliers for
stabilizing the sourcing of coal supply during the period from 5 March 2002 to 4
March 2005. During the year, part of the payment has been utilised by the
company.
(iii) Deposits for fixed assets in respect of the acquisition of mining
equipment amounted to Nil (2003: US$ 2,359,805) and nil (2003: US$ 1,078,378) in
respect of the acquisition of vessels. Due to the length of time it may take for
the Group to take delivery for these assets, these debtors may not be
recoverable within one year.
16 CREDITORS Group Company
2004 2003 2004 2003
US$ US$ US$ US$
(a) Amounts falling due within
one year:
Bank loans and overdrafts 9,449 1,898,652 - -
Obligations under finance 1,735 2,084 - -
leases (note iii)
Trade creditors 1,673,686 1,286,581 - -
Amount due to immediate holding company 1,000,000 131,521 - -
(note i)
Amount due to related companies (note 84,880 1,286,918 - -
ii)
Amount due to subsidiary - - 1,362,872 1,091,644
Corporation taxes 689,937 1,303,464 - -
Other creditors and accruals 1,537,454 2,607,449 117,645 237,216
4,997,141 8,516,669 1,480,517 1,328,860
(b) Amounts falling due after
one year:
Obligations under finance - 21,834 - -
leases (note iii)
Bank loan (note iv) 1,910,228 - - -
Advances from fellow investors (note v) 784,616 1,202,215 - -
2,694,844 1,224,049 - -
Notes
(i) This amount is due to KLHL, and is interest-free, unsecured and
has no fixed terms of repayment.
(ii) The amounts are due to Arko Management Limited and Guangzhou Keen
Lloyd Copper Industry Company Limited. Mr. Chin Kam Chiu was a director for the
latter. The amounts due are unsecured, interest free and have no fixed terms of
repayment.
(iii) Obligations under finance leases are secured on the underlying
assets and repayable between two to five years.
(iv) The bank loans originated from the PRC and are unsecured. Interest
accrues at the rate of 5.85% per annum.
(v) An amount was advanced from MEDCL of US$716,123 (2003:
US$1,202,215) and a further amount from Walton Enterprises Limited of US$68,493
(2003:nil).
17 Bank, other loans and financial instruments 2004 2003
US$ US$
Analysis of debt maturity
Amounts payable
In one year or less or on demand 9,449 1,898,652
One to two years - 1,202,215
Two to five years 2,694,844 -
Over five years - -
2,704,293 3,100,867
Obligations under finance leases
Amounts payable:
Within one year 1,735 2,084
Within two to five years - 21,834
1,735 23,918
Bank, overdrafts, loans and finance leases analysis by origin:
Hong Kong 11,184 3,813
PRC 2,694,844 3,120,972
2,706,028 3,124,785
The Company had no other financial liabilities.
The Group hold financial instruments in order to finance its operations and to
manage interest rate and currency risks. Group operations are financed by means
of retained profits and a mixture of both short and medium term debts. The
Group borrows, through local banks and from related parties in PRC, in local
currencies at fixed rates. The Group does not trade in any way in financial
instruments.
The principal risks arising from the Group's financial instruments are interest
rate risk, liquidity risk and exchange rate risk. The Group board reviews and
agrees policies for managing each of these risks and these are summarised below.
These policies have been developed during the current accounting period as a
consequence of the Group's expansion.
Financial instruments such as investments in and advances to subsidiary
undertakings and short term debtors and creditors have been excluded from the
disclosures below.
Interest rate risk
Group borrowings are held in local currencies. Current loans are at fixed
rates. The Group's policy for future borrowings will be to take floating rates
unless fixed rate finance is available at particularly attractive rates.
The interest rate risk profile of the Group's financial assets and liabilities
are as follows:
Financial liabilities
Currency Interest-free Fixed rate Fixed rate Fixed rate
weighted average weighted average
interest rate at period for which
rate is fixed
Total
US$ US$ US$ % years
2004
Hong Kong dollars 1,735 - 1,735 11.96 2
RMB 2,694,844 784,616 1,910,228 5.85 1
2,696,579 784,616 1,911,963
2003
Hong Kong dollars 3,813 - 3,813 11.96 2
RMB 3,120,972 1,202,215 1,918,757 5.85 1
3,124,785 1,202,215 1,922,570
Financial assets Floating rate Floating rate
2004 2003
US$ US$
Currency
Sterling - 30
Hong Kong dollars 375,114 127,305
RMB 46,089 112,525
421,203 239,860
Financial assets represent cash at bank and in hand. There were no fixed rate
financial assets.
The directors consider that the fair value of the Group's financial assets and
liabilities was the same as their carrying value.
Liquidity risk
The Group's policy is to ensure that sufficient facilities would be available to
satisfy its peak borrowing requirements. As at 31 December 2004, the Group was
within its bank borrowing facilities. The Group drew down all committed
facilities at the period end.
Foreign currency risk
All trading is undertaken in local currencies. Funding is also in local
currencies other than inter- company investments and loans and it is not the
Group's policy to cover these amounts as the date of repayment is uncertain.
18 RECONCILIATION OF OPERATING PROFIT TO NET CASH INFLOW FROM
OPERATING ACTIVITIES
2004 2003
US$ US$
Operating profit (6,584,754) 170,567
Depreciation charges 2,062,780 3,964,781
Amortisation of goodwill 1,396,792 1,394,698
Impairment of fixed assets - 5,954,871
Loss on disposal of fixed assets 125,608 11,792
Decrease in stocks 9,965 95,209
Decrease in debtors 5,903,021 4,330,011
Decrease in creditors (1,016,449) (3,881,176)
Exchange adjustments 238,359 (455,426)
Net cash inflow from operating activities 2,135,322 11,585,327
19 ANALYSIS OF CASHFLOWS FOR HEADINGS NETTED IN THE CASH 2004 2003
FLOW STATEMENT
US$ US$
Returns on investment and servicing of finance
Dividend paid to minority interest holders - (988,501)
Interest received 406,594 538,125
Interest paid (1,017,505) (718,294)
Net cash outflow for returns on investment and servicing of finance (610,911) (1,168,670)
Capital expenditure and financial investment
Payments to acquire fixed assets (1,846,807) (9,833,099)
Sale of fixed assets 435,353 370,347
Net cash outflow for capital expenditure and financial investment (1,411,454) (9,462,752)
Acquisitions and disposals
Purchase of an associate (12,082) (1,092,836)
Sale of an associate 1,092,836 -
Net cash outflow for acquisitions and disposals 1,080,754 (1,092,836)
Financing
Issue of equity share capital 398,067 131,704
Share issue expenses - (13,685)
Capital element of finance lease rental payments (22,183) -
Increase in debt 11,576 -
Decrease in advances from investors (417,599) -
Net cash inflow for financing (30,139) 118,019
20 ANALYSIS OF CHANGES IN NET DEBT
At Cash At
31.12.2003 flows 31.12.2004
US$ US$ US$
Cash in hand and at 239,860 181,343 421,203
bank
Overdrafts - (9,449) (9,449)
239,860 171,894 411,754
Obligations under (23,918) 22,183 (1,735)
finance leases
Bank loan (1,898,652) (11,576) (1,910,228)
Advances from (1,202,215) 417,599 (784,616)
investors
Total (2,884,925) 600,100 (2,284,825)
21 share capital At 31.12.2004 At 31.12.2003
Number # Number #
Authorised: Ordinary shares of 0.5p each 30,000,000,000 150,000,000 30,000,000,000 150,000,000
Equivalent to: US$ 265,395,280 US$ 265,395,280
Allotted, called up and fully paid: 1,978,895,097 US$ 14,921,520 1,786,109,383 US$ 13,167,451
Ordinary shares of 0.5p each
On 30 January 2004, 190,000,000 ordinary shares were issued pursuant to
acquisition agreements with Keen Lloyd Holdings Limited and Winko Investment
Limited. See note 23(i) for further details.
On 26 April 2004, 2,785,714 ordinary shares were issued for a consideration of
US$398,067.
Share Options
The Company operates a share option scheme. During the period ended 31 December
2002, the company granted share options to its advisors as part of the
remuneration for the services provided. Details of the share options exercised
during the year are set out below:
Number of Number of Number of
Date Exercisable Exercise Shares shares Shares
Granted From To Price At 01/01/04 Lapsed Outstanding
at 31.12.2004
10.5.2002 10.5.2002 9.5.2004 2P 666,667 (666,667) -
10.5.2002 10.5.2003 9.5.2004 2P 500,000 (500,000) -
10.5.2002 10,5.2004 10.5.2005 2P 1,500,000 (1,500,000) -
10.5.2002 27.6.2002 10.5.2007 2P 300,000 - 300,000
2,966,667 2,666,667 300,000
23 Share Premium Shares to be Merger relief Statutory Profit and loss
RESERVES account issued reserve surplus account
reserve
US$ US$ US$ US$ US$
Group
At 1 January 2004 11,416,567 5,601,466 26,042,970 1,394,464 2,753,324
Issue of new shares 4,245,464 (5,601,466) - - -
Loss for the year - - - - (7,168,582)
Exchange movements 115,280
Appropriations - - - 287,109 (287,109)
At 31 December 2004 15,662,031 - 26,042,970 1,681,573 (4,587,087)
Company
At 1 January 2004 11,416,567 5,601,466 26,042,970 - (1,540,340)
Issue of new shares 4,245,464 (5,601,466) - - -
Exchange movements - - - - 278,816
Loss for the year - - - - (282,582)
At 31 December 2004 15,662,031 - 26,042,970 - (1,544,106)
Notes:
(i) Shares to be issued:
Pursuant to the acquisition agreements, the company was obligated to issue a
further 190,000,000 ordinary shares of 0.5p (equivalent to 0.88 cent) each to
Keen Lloyd Holdings Limited and Winko Investment Limited, the vendors. In
January 2004, management announced that the profit target had been achieved and
the shares were issued accordingly.
(ii) Statutory surplus reserve:
In accordance with the PRC laws and the articles of association of the Company's
PRC subsidiaries, directors of these subsidiaries may at their discretion make
appropriations to a statutory surplus reserve equivalent to 10% of the
subsidiaries' net profits. Appropriations may also be made a statutory public
welfare reserve equivalent to 5 - 10% of the net profits of these operating
subsidiaries. Distribution of their profits to shareholders can only be made
after such appropriations.
The statutory surplus reserve may be used to reduce any losses incurred or be
capitalised as paid up capital. The use of the statutory public welfare reserve
is restricted to capital expenditure incurred for staff welfare facilities. The
statutory public welfare reserve is not available for distribution.
24 RECONCILIATION OF MOVEMENT IN SHAREHOLDERS' FUNDS 2004 2003
US$ US$
(Loss)/profit for the financial year (7,168,582) 1,553,687
Dividends to minority shareholders - (988,501)
Other recognised gains and losses 115,280 (198,346)
New share capital subscribed 398,067 118,019
Net (reduction)/addition to shareholders' funds (6,655,235) 484,859
Opening shareholders' funds 60,376,242 59,891,383
Closing shareholders' funds 53,721,007 60,376,242
25 RELATED PARTY TRANSACTIONS
Apart from the transactions as disclosed in the financial statements, the Group
had the following material transactions which were carried out on an arm's
length basis with its related parties during the year / period:
Year ended Year ended
Name of companies Notes Nature 31.12.2004 31.12.2003
US$ US$
Guangzhou Tung Lloyd (a) Barge hire charges 300,914 730,538
Shipping Company Limited Agency charges 133,606 394,491
Guangzhou Tung Lloyd Shipping Agency (a) Agency charges 73,367 73,054
Limited
Guangzhou Keen Lloyd Copper Industry (b) Sale of raw metals - 48,854,690
Company Limited
Purchase of processed Metals - -
Winbest Resources Limited (j) Management fee paid - 214,311
Guangdong Winko Industrial Limited (c) Sale of processed metals - 1,731,085
Ocean Sound Electronics Limited (d) Management fee received - 66,590
Winko Metal Limited (g) Hiring charges for Motor 49,215 49,239
Vehicle
Winko Resources Limited (j) Hiring charges for Motor 63,981 65,680
Vehicle
Keen Lloyd Holdings Limited (e) Hiring charges for Motor - 19,629
Vehicle
Management fee received 27,101 -
Young Crystal Limited (f) Hiring charges for Motor 7,931 19,044
Vehicle
Tanko Electronics Limited (g) Management fee received 51,158 -
Arko Harbour Limited (h) Acquisition of companies 106,348,646 -
Arko Investment Limited -
(h) Disposal of subsidiary 20,029,841 -
Arko Management Limited (h) Acquisition of fixed assets 73,040 -
Keen Lloyd Copper Ind (Guangdon) Ltd (g) Sales 12,499,441 -
Purchases 12,079,983 -
Guangdon Winko Investment Ltd (i) Management fee paid 26,526 -
25 RELATED PARTY TRANSACTIONS (continued)
Notes:
(a) A company in which the present Chairman, Mr. Qin Shun Chao is a director.
(b) A company in which Mr. K C Chin was a director. Mr. Qin Shun Chao, is
a director.
(c) A company in which Mr Qin Bing Qiang is a director.
(d) A company controlled by the Group's Ultimate Shareholder - CDFL.
(e) A company in which, the former Chairman, Mr K C Chin was a director.
(f) A company in which Leung Suk Ching, Angela is a director.
(g) A company controlled by Keen Lloyd Holding Limited.
(h) Subsidiary company disposed of in the year.
(i) A company in which Mr Qin Shun Chao and Mr Shi Yan are directors
(j) A company in which Mr Shi Yan was a director.
26 OPERATING LEASE COMMITMENTS
At 31 December 2004, the Group was committed to make the following payments
during the next year in respect of land and building under operating leases:
At At
31.12.2004 31.12.2003
US$ US$
Leases which expire:
in the next year 207,826 451,627
in the second to fifth years 55,369 239,750
263,195 691,377
27 CAPITAL COMMITMENTS
At 31 December 2004, the Group had capital commitments contracted for in respect
of the acquisition of eight vessels amounting to US$ Nil (2003: US$ 49,320,000).
At 31 December 2004, the Group also had contracted commitments in respect of the
acquisition of plant, machinery and equipment amounting to US$ 40,399,000,
primarily mining equipment intended for use by a subsidiary, FSML.
The Company had no capital commitments.
28 CONTINGENT LIABILITIES
(a) On 23 July 1998, a subsidiary of the Company, KCT, gave a guarantee
for RMB50 million (equivalent to approximately US$5.9 million) in favour of the
Huangpu branch of the Industry and Commercial Bank of China for banking
facilities granted to HEDCL, a fellow investor in KCT and its ultimate
controlling party, Guangzhou Huangpu Foreign Trade Group Company Limited and
secured over their equity interests in KCT. HEDCL was unable to repay the loans
due to the bank. The bank took action against KCT to enforce the guarantee for
the outstanding loan.
(b) On 9 November 1999, KCT gave a guarantee for RMB18 million (equivalent
to approximately US$1.4 million) in favour of Nangang Rural Credit Co-operation
Bank for banking facilities granted to MEDCL, a fellow investor in KCT, secured
over its equity interests in KCT. MEDCL was unable to repay the outstanding
loan.
28 CONTINGENT LIABILITIES (continued)
On 27 September 2001, the Guangzhou Law Court delivered an order and notice that
the guarantees above were invalid and MEDCL's equity interests in KCT was
frozen.
As per legal opinion, the equity interests frozen had no material impact on the
operations of KCT and the directors consider that no provision is required.
KCT claimed that the guarantee given was invalid based on the following grounds:
(1) such guarantee did not have approval from the board of directors
of KCT;
(2) in accordance with the PRC Company Law, the board of directors and the
management of KCT cannot give KCT's properties for guarantee to its shareholder;
and
(3) the controlling party of HEDCL has not obtained a valid business
license since 1998 and has ceased operations since 1999. In accordance with the
PRC banking regulations, the bank cannot lend money to enterprises which do not
have a valid business license.
The legal proceedings are still in progress. Based on the legal opinion from a
PRC lawyer, the loan agreement was void because it was illegal and accordingly,
the guarantee contract was also invalid.
Further KLHL has indemnified the Group against any loss KCT will suffer should
the guarantee be enforceable.
Accordingly, the directors opined that no provision should be made in the
financial statements for any possible claim from the bank for the litigation.
29 ULTIMATE CONTROLLING PARTY
The directors consider that Chin Dynasty Foundation Limited (CDFL), a company
incorporated in the British Virgin Islands is the ultimate holding company. CDFL
is controlled by Chin Dynasty Fund.
The Chin Dynasty Fund is a discretionary trust where Mr. Qin Shun Chao is the
settler. The members of Mr. Qin's family are the potential beneficiaries of the
trust and Mr. Qin is the father of Mr. Chin Kam Chiu.
No group financial statements for CDFL are published.
30 STERLING EXCHANGE RATE
The sterling to US dollar exchange rate at 31 December 2004 was 1.9199.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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