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Annual Reports and Related Documents::

06/12/2021 | 08:27am EDT

Resources Prima Group Limited

Annual Report 2020

FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2020

CONTENTS

Corporate Profile

1

Chairman's Message

2

Board of Directors

4

Key Management

5

Corporate Structure

6

Operations and Financial Review

7

Investor Relations

10

Corporate Information

11

Corporate Governance Report

12

Directors' Statement

33

Independent Auditor's Report

40

Consolidated Statement of Comprehensive Income

44

Statements of Financial Position

45

Statements of Changes in Equity

46

Consolidated Statement of Cash Flows

48

Notes to the Financial Statements

49

Statistics of Shareholdings

97

Notice of Annual General Meeting

99

Proxy Form

This annual report has been reviewed by the Company's sponsor, SAC Capital Private Limited (the "Sponsor"). This annual report has not been examined or approved by the Singapore Exchange Securities Trading Limited (the "SGX-ST") and the SGX-ST assumes no responsibility for the contents of this annual report, including the correctness of any of the statements or opinions made, or reports contained in this annual report.

The contact person for the Sponsor is Ms Lee Khai Yinn, at 1 Robinson Road, #21-00 AIA Tower, Singapore 048542, telephone (65) 6232 3210.

Resources Prima Group Limited / Annual Report 2020 1

CORPORATE PROFILE

Resources Prima Group Limited ("Resources Prima" or the "Company", and together with its subsidiaries, the "Group") was engaged in the coal hauling business in East Kalimantan, Indonesia, through its subsidiary, PT Energy Resources Indonesia Resources ("EIR").

On 29 June 2017, trading in the shares of the Company was suspended pursuant to Rule 1303 of the Singapore Exchange Securities Trading Limited ("SGX-ST") Listing Manual Section B: Rules of Catalist ("Catalist Rules") as the then board of directors were of the view that the Company was unable to demonstrate that it is able to continue as a going concern and reasonably assess the financial position of the Group due to the circumstances surrounding its former coal mining subsidiary PT Rinjani Kartanegara ("Rinjani") as set out in the announcement of the Company dated 28 June 2017.

EIR recommenced coal hauling operations in November 2017 in accordance to a coal hauling service agreement with PT Coalindo Adhi Nusantara ("CAN") and was in operations until 13 May 2019. On 15 May 2019, the Company announced that EIR has received a letter of termination from CAN unilaterally terminating the coal hauling service agreement. On 16 June 2020, EIR completed the disposal of its entire fleet of motor vehicles comprising 19 dump trucks and their corresponding licenses and has since ceased operations.

On 6 August 2018, the Company executed an investment agreement with Mr. Ang Liang Kim ("Mr Ang") ("Ang Investment Agreement"), a substantial shareholder of the Company to provide immediate availability of financing to address the Group's operational requirements. As at the date of this annual report, a total of approximately S$1.0 million has been drawn down under the Ang Investment Agreement.

On 31 March 2019, the Company announced that it had entered into another investment agreement with an investor, Mr Perman Yadi ("Mr Yadi") ("Yadi Investment Agreement") for, inter alia business operations and projects undertaken by the Company. On the same day, the Company's wholly-owned subsidiary RPG Logistics Pte Ltd entered into a joint operation agreement (the "JOA") with PT Prima Dharma Karsa ("PT Prima"), a company incorporated in Indonesia, to provide logistical support to PT Prima, in relation to a mining area. As at the date of this annual report, a total of approximately US$1.26 million has been drawn down under the Yadi Investment Agreement

On 27 September 2019, the Company announced the entry into a sales and purchase agreement to acquire 100% of Kitty Hawk Natural Resources Pte Ltd ("Target") ("Proposed Acquisition") which operates a coal mine in Indonesia through the Target's 95%-owned subsidiary, PT Rizky Barito Timur ("Target Subsidiary" collectively with the Target, the "Target Group")), from Trilax Multi Investments Ltd and Anant Finance Corporation. Concurrently, the Company entered into an investment agreement with Mr Chaw Chong Foo ("Mr Chaw") ("Chaw Investment Agreement") to fund the costs and expenses in relation to the Proposed Acquisition.

As at the date of this annual report, approximately S$872,000 have been drawn down under the Chaw Investment Agreement and paid to the various professionals in relation to the Proposed Acquisition.

The Company had, on 27 September 2020, through its Sponsor, submitted an application for, inter alia, a further extension of time to submit a resumption of trading proposal to the SGX-ST. On 30 December 2020, the SGX-ST granted the Company an extension till 16 August 2021. While the SGX-ST had previously informed that it will not grant any further extension if the Company is unable to submit its resumption proposal by 28 September 2020, the SGX-ST is granting the further extension till 16 August 2021 after considering the unprecedented circumstances faced by the Company in the midst of the Covid-19 pandemic as a final concession. The SGX-ST emphasized that it will not grant any further extension if the resumption proposal is not submitted by 16 August 2021. The Board of Directors ("Board" or the "Directors") and Management is working towards submitting a subsequent resumption of trading proposal to the SGX-ST by 16 August 2021. The Company will continue to update shareholders via SGXNet on the major development in respect of this matter through inter alia the Company's monthly update pursuant to Catalist Rule 704(22).

The Company has been listed on the Catalist board of the SGX-ST since 2014.

2 Resources Prima Group Limited / Annual Report 2020

CHAIRMAN'S MESSAGE

Dear Fellow Shareholders

2020 was a year of an unprecedented global health crisis that has changed the way we live and operate. The scale and negative impact of the Covid-19 lockdowns was devastating for many on a global scale. Nonetheless, the Board and the Management of the Company continued to worked relentlessly to restructure and to try to turn the Company around.

Despite the challenging circumstances during 2020, the Group persevered and continued towards the rebuilding of the Group with the aim of an eventual trading resumption on the SGX-ST.

ONGOING OPERATIONS

During the year, the Group's wholly-owned subsidiary, RPG Logistics Pte. Ltd. ("RPG Logistics") entered into a supplemental agreement with PT Prima to supplement and vary certain terms and conditions of the JOA. The supplemental agreement detailed, amongst others, for PT Prima to bear the costs and expenses incurred by RPG Logistics in respect of the services provided under the JOA. The Group is in the midst of resolving logistical issues in respect of the JOA. The Company believes that the JOA with PT Prima continues to be a feasible means to address business viability of the Group as it will generate revenue and cash flows for the Group, and potentially provide a viable and sustainable business subsequent to the resolution of the logistical issues.

Subsequent to CAN's unilateral termination of the coal hauling contract between EIR and CAN in May 2019, the Board and Management continuously explored options in relation to the business of EIR, bearing in mind the current financial situation of the Group. It was decided for the assets of EIR to be realised and on that front, on 16 June 2020, EIR completed the sale of its entire fleet of motor vehicles consisting of 19 dump trucks and their corresponding licenses.

Since termination, EIR has taken various steps as advised by its Indonesian counsel to safeguard, protect and enforce its rights under the contract with CAN. The Company remains committed to continue to take actions to safeguard, protect and enforce its rights under the contract but at the same time mindful of, inter alia, the current financial situation of the Company.

OUTLOOK INCLUDING RESUMPTION OF TRADING

Following the ongoing efforts in seeking the injection of a sustainable business, the Company had, on 27 September 2019, announced the entry into a sales and purchase agreement for the Proposed Acquisition. The Target operates a coal mine in Indonesia through the 95%-owned Target Subsidiary.

Barring any unforeseen circumstances, the Company expects the commercial and financial due diligence, audit of the Target Group, technical and legal due diligence to be completed end July 2021 .

Resources Prima Group Limited / Annual Report 2020 3

CHAIRMAN'S MESSAGE

All the above are concrete steps that the Company have been working towards re-building of the Group and eventually submitting a resumption for trading proposal to the SGX before the deadline of 16 August 2021.

I can assure you that as your Chairman, and someone who has significant shareholding in the Company, I am completely motivated to explore all possible opportunities to address the business viability and sustainable business to strengthen the current financial position of the Group.

NOTE OF APPRECIATION

I take this opportunity to thank our loyal shareholders, sponsor, advisors and service providers for their support and also to our Independent Directors for their relentless efforts to look out and evaluate potential deals that will generate revenue and provide viable business for the Group.

In addition, I want to pay tribute to our substantial shareholder, Mr Ang and investors, Mr Yadi and Mr Chaw who believe in our commitments and determination to turn the Group around and provided the Company with the much needed cashflow through separate investment agreements executed on 6 August 2018, 31 March 2019 and 27 September 2019 respectively.

2021 will continue to be challenging and with much uncertainty for the Group but we look forward to the year ahead with significant optimism.

Agus Sugiono

Executive Chairman and CEO

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Resources Prima Group Ltd. published this content on 12 June 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 June 2021 12:26:07 UTC.


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