Yinggao Holdings plc
("Yinggao" or the "Company")
Interim Results
The Board of Yinggao announces the unaudited interim results of the Company for the period from 1 January 2011 to 30 June 2011. A copy of these financial statements will also be available on the Company's website www.yinggaoholdings.com.
Enquiries:
CHAIRMAN'S STATEMENT
Introduction
I am delighted to report that the Group's performance during the six months to 30 June 2011 has resulted in profits significantly higher than during the same period of prior year. We have deployed our resources to achieve greater efficiency in our core operations including the continuing capital investment in the upgrade of the facilities at our container terminal and in the lease of new barges that will drive the future profitability of the Group. The performance is particularly encouraging given the economic slowdown both in the USA and Europe.
Results
Record revenues for a six month period in the first half of 2011 of HK$276 million, up 76% on the corresponding period in 2010, have resulted in an EBITDA of HK$34 million (H1 2010: HK$21 million). Profit before taxation totalled HK$28 million (H1 2010: HK$14 million) and earnings per share totalled HK$1.01 (H1 2010: HK$0.51), representing growth of 100% and 98% respectively.
The Group's gross profit increased by 31% to HK$39 million in H1 2011 from HK$30 million in H1 2010. However, the gross profit margin fell to 14% in the first half of 2011 from 19% in the corresponding period in 2010, due to 54% of group revenue being generated from trading of non-ferrous metal, up from 39%. In non-ferrous metal trading, the gross profit margin fell from 5.2% to 1.6%.
The container terminal segment delivered a gross profit margin of 28% compared to 29% in the previous period. The barging services segment's gross profit margin increased from 30% to 34% year-on-year, largely due to increased handling capacity of the barges, coupled with increased income generated from container leasing.
The Group's cash balances stood at HK$ 24 million as at 30 June 2011, compared to HK$6 million as at 30 June 2010. The Group made HK$102 million prepaid lease payments during the first six months of 2011(H1 2010: HK$ nil) which was paid to the owner of our new barges as a deposit payment so as to secure a long term lease as well as a competitive chartering fee. These substantial lease payments resulted in the net cash generated from operation activities of minus HK$3.5 million. However, management took the view that this is a one off expenditure which the board does not consider a long term working capital hurdle to the Group.
Operating Review
Operationally, the Group has performed well in the first half of the year. It has made good progress with its strategy to increase its revenue year on year across all three business segments.
The container terminal reported an increase in the half year both in revenue and throughput of 17% and 19% respectively, compared to the corresponding period last year. We are very pleased to have expanded our customer base in domestic trade, which has alleviated the effect of the slowdown in export trade in China. Despite the continuous growth in revenue of the container terminal, we do not expect its profit margin will grow in parallel as the depreciation cost will increase incrementally due to the installation of the new machinery and equipment.
It was particularly pleasing to see the strong performance of the barging service business during this period. Its revenue continued to grow with an increase of 57% to HK$58 million from HK$37 million in the first half year which accounted for 21% (H1 2010: 24%) of the Group's total revenue. Not only has the operating profit of this business segment itself increased (H1 2011 : HK$16 million vs H1 2010: HK$6.4 million), but its contribution to Group profit increased from 44% to 56% compared to the same period last year. This has provided an incentive to the management to accelerate the strategy of expanding the barging services business so as to maximize shareholders' returns. We are in fact benefiting from the planned operational synergies as the container leasing business provides auxiliary service to our customers in shipping.
During the first six months of 2011, approximately 54% of the Group's revenues were derived from trading of non-ferrous metal. Whilst its profit margin is only 1.3%, its operating profit of HK$1.9 million represented 7% of the total operating profit of the Group. Though management recognises the trading profit margin is relatively low compared to the other two core businesses, the trading platform has proven to be a stimulus to the barging services business as some metal trading customers use our barges for shipment as well.
Prospects
We now place the delivery of strong operating performance at the heart of our strategy for the business, as demonstrated again by these results. Looking into the second half of 2011, the Group will continue to build its business and focus on Yinggao's strengths to achieve its ultimate goal of becoming the industry leader in the barging service business sector in the Pearl River Delta. The size of our "228 TEU" barges has proved to be far more cost effective compared to the common size of "120 TEU" barges used by our competitors in the region. We will continue expanding our fleet with an aim to increase our overall carrying capacity.
As for the Keen Chance Terminal, the board is optimistic on the outlook for growth of the throughput for the years to come. The deployment of the advanced new cargo handling equipment and machinery, coupled with the facility upgrade project, has not only increased the cargo turnover efficiency but also increased the stacking capacity by approximately 20%. In addition, we will adopt a cautious approach by diversifying the customer base so as to address the changing global economy.
The Board would again like to thank all our staff for the commitment, professionalism and loyalty that they have shown during the last six-months of progress. We are looking forward to the future with confidence.
Angela Leung
Chairman
19 September 2011
FINANCIAL HIGHLIGHTS
For the six months ended 30 June 2011
(Expressed in Hong Kong dollars)
(Audited) | |||||||
(Unaudited) | Year ended | ||||||
Six months ended 30June | 31December | ||||||
2011 | 2010 | 2010 | |||||
HK$'000 | HK$'000 | HK$'000 | |||||
Revenue | 275,801 | 156,651 | 482,016 | ||||
EBITDA * | 33,986 | 20,947 | 56,099 | ||||
Profit for the period/year | 23,118 | 13,085 | 37,646 | ||||
Total equity | 382,368 | 321,478 | 355,620 | ||||
*Earnings attributable to owners of the parent before interest, tax, depreciation and amortisation
Condensed consolidated income statement
For the six months ended 30 June 2011
(Expressed in Hong Kong dollars)
(Unaudited) | (Audited) | |||||||
Six months ended 30June | Year ended 31December | |||||||
2011 | 2010 | 2010 | ||||||
Note | HK$'000 | HK$'000 | HK$'000 | |||||
Revenue | 3 | 275,801 | 156,651 | 482,016 | ||||
Cost of sales | (236,705 | ) | (126,787 | ) | (416,284 | ) | ||
Gross profit | 39,096 | 29,864 | 65,732 | |||||
Other income |
Condensed consolidated statement of comprehensive income
For the six months ended 30 June 2011
(Expressed in Hong Kong dollars)
(Unaudited) | (Audited) | ||||||||
Six months ended 30June | Year ended 31December | ||||||||
2011 | 2010 | 2010 | |||||||
HK$'000 | HK$'000 | HK$'000 | |||||||
Profit for the period/year | 23,118 | 13,085 | 37,646 | ||||||
Other comprehensive income for the period/year |
Condensed consolidated balance sheet
As at 30 June 2011
(Expressed in Hong Kong dollars)
(Audited) | ||||||||
(Unaudited) As at 30June | As at 31December | |||||||
2011 | 2010 | 2010 | ||||||
Note | HK$'000 | HK$'000 | HK$'000 | |||||
NON-CURRENT ASSETS | ||||||||
Goodwill | 14,168 | 14,168 | 14,168 | |||||
Prepaid lease payments | 8 | 95,134 | - | - | ||||
Property, plant and equipment | 9 | 310,195 | 295,105 | 292,308 | ||||
419,497 | 309,273 | 306,476 | ||||||
CURRENT ASSETS | ||||||||
Prepaid lease payments | 8 | 7,020 | - | - | ||||
Inventories | 2,540 | 1,282 | 2,078 | |||||
Trade and other receivables | 142,654 | 99,400 | 105,761 | |||||
Cash and cash equivalents | 23,943 | 6,163 | 32,563 | |||||
176,157 | 106,845 | 140,402 | ||||||
CURRENT LIABILITIES | ||||||||
Trade and other payables | 167,414 | 71,545 | 67,361 | |||||
Obligations under finance leases | 8,422 | 6,758 | 4,476 | |||||
Taxation | 10,760 | 8,905 | 8,051 | |||||
186,596 | 87,208 | 79,888 | ||||||
NET CURRENT (LIABILITIES)/ASSETS | (10,439 | ) | 19,637 | 60,514 | ||||
TOTAL ASSETS LESS CURRENT LIABILITIES | 409,058 | 328,910 | 366,990 | |||||
NON-CURRENT LIABILITIES | ||||||||
Obligations under finance leases | 16,505 | 1,366 | 1,289 | |||||
Loans from fellow investors in subsidiaries | 7,050 | 5,544 | 6,946 | |||||
Deferred tax liabilities | 3,135 | 522 | 3,135 | |||||
26,690 | 7,432 | 11,370 | ||||||
NET ASSETS | 382,368 | 321,478 | 355,620 | |||||
CAPITAL AND RESERVES | ||||||||
Share capital | 11 | 115,224 | 115,224 | 115,224 | ||||
Reserves | 172,710 | 125,254 | 150,458 | |||||
Total equity attributable to owners of the | ||||||||
parent | 287,934 | 240,478 | 265,682 | |||||
Non-controlling interests | 94,434 | 81,000 | 89,938 | |||||
TOTAL EQUITY | 382,368 | 321,478 | 355,620 | |||||
Condensed consolidated statement of changes in equity
For the period ended 30 June 2011
(Expressed in Hong Kong dollars)
Attributable to owners of the parent | |||||||||
Share capital | Share premium | (note i) Statutory surplus reserve | (note ii) Merger reserve | Exchange reserve | Accumulated losses | Total | Non- controlling interests | Total equity | |
HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | |
Balance at 1 January 2011 (Audited) | 115,224 | 120,942 | 5,770 | 201,104 | 59,448 | (236,806) | 265,682 | 89,938 | 355,620 |
Comprehensive income | |||||||||
Profit for the period | - | - | - | - | - | 20,052 | 20,052 | 3,066 | 23,118 |
Other comprehensive income | |||||||||
Exchange differences arising on translation of foreign operations | - | - | - | - | 2,200 | - | 2,200 | 1,430 | 3,630 |
Total comprehensive income for the period | - | - | - | - | 2,200 | 20,052 | 22,252 | 4,496 | 26,748 |
Balance at 30 June 2011 (Unaudited) | 115,224 | 120,942 | 5,770 | 201,104 | 61,648 | (216,754) | 287,934 | 94,434 | 382,368 |
Balance at 1 January 2010 (Audited) | 115,224 | 120,942 | 4,349 | 201,104 | 52,256 | (264,724) | 229,151 | 77,784 | 306,935 |
Comprehensive income | |||||||||
Profit for the period | - | - | - | - | - | 10,129 | 10,129 | 2,956 | 13,085 |
Other comprehensive income | |||||||||
Exchange differences arising on translation of foreign operations | - | - | - | - | 1,198 | - | 1,198 | 260 | 1,458 |
Total comprehensive income for the period | - | - | - | - | 1,198 | 10,129 | 11,327 | 3,216 | 14,543 |
Balance at 30 June 2010 (Unaudited) | 115,224 | 120,942 | 4,349 | 201,104 | 53,454 | (254,595) | 240,478 | 81,000 | 321,478 |
Attributable to owners of the parent | |||||||||
Share capital | Share premium | (note i) Statutory surplus reserve | (note ii) Merger reserve | Exchange reserve | Accumulated losses | Total | Non- controlling interests | Total equity | |
HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | |
Balance at 1 January 2010 (Audited) | 115,224 | 120,942 | 4,349 | 201,104 | 52,256 | (264,724) | 229,151 | 77,784 | 306,935 |
Comprehensive income | |||||||||
Profit for the year | - | - | - | - | - | 29,339 | 29,339 | 8,307 | 37,646 |
Other comprehensive income | |||||||||
Exchange differences arising on translation of foreign operations | - | - | - | - | 7,192 | - | 7,192 | 3,847 | 11,039 |
Total comprehensive income for the year | - | - | - | - | 7,192 | 29,339 | 36,531 | 12,154 | 48,685 |
Notes:
(i) Statutory surplus reserve:
In accordance with the laws of the People's Republic of China (the "PRC") and the Articles of Association of certain of the Company's subsidiaries, directors of these subsidiaries may at their discretion make appropriations to a statutory surplus reserve equivalent to 10% of the subsidiaries' net profits until the balance reached 50% of the registered capital of that subsidiary. Distribution of profits to shareholders can only be made after such appropriations.
The statutory surplus reserve may be used to reduce any losses incurred or be capitalised as paid up capital. The statutory public welfare reserve is not available for distribution.
(ii) The merger reserve represents the difference between the nominal value of shares of the subsidiary company acquired, and the nominal value of the Company's shares issued in exchange in 2002.
Yinggao Holdings plc
Condensed consolidated cash flow statement
For the period ended 30 June 2011
(Expressed in Hong Kong dollars)
(Unaudited) | (Audited) | |||||
Six months ended | Year ended | |||||
30June | 31December | |||||
2011 | 2010 | 2010 | ||||
HK$'000 | HK$'000 | HK$'000 | ||||
Cashflow from operating activities | ||||||
Profit before taxation | 28,050 | 14,474 | 44,426 | |||
Adjustments for : | ||||||
Finance costs | 547 | 7 | 283 | |||
Impairment loss of property, plant and equipment | - | - | 4,588 | |||
Depreciation | 8,455 | 9,422 | 19,697 | |||
Loss/(gain) on disposals of property, plant and equipment | 705 | - | (546 | ) | ||
Exchange difference | (2,574 | ) | - | (3,744 | ) | |
Operating cash flow before working capital changes | 35,183 | 23,903 | 64,704 | |||
Increase in prepaid lease payments for rentals of vessels | (102,154 | ) | - | - | ||
Increase in inventories | (462 | ) | (82 | ) | (878 | ) |
Increase in trade and other receivables | (31,435 | ) | (35,757 | ) | (35,556 | ) |
Increase in trade and other payables | 97,542 | 29,095 | 25,430 | |||
Net cashflow (used in)/generated from operations | (1,326 | ) | 17,159 | 53,700 | ||
Income tax (paid)/refunded | (2,223 | ) | 439 | (3,193 | ) | |
Net cash (used in)/generated from operating activities | (3,549 | ) | 17,598 | 50,507 | ||
Yinggao Holdings plc
Notes to the condensed interim financial statements
For the period ended 30 June 2011
(Expressed in Hong Kong dollars)
1 General information
The Company is a public limited company incorporated and domiciled in the United Kingdom. The registered office of the company is located at 25 Farringdon Street, London, EC4A 4AB. Its principal place of business are in Hong Kong and the People's Republic of China ("PRC").
The principal activities of the Company and its subsidiaries (hereinafter collectively referred to as the "Group") are provision of terminal services, barging services and non-ferrous metal trading.
The Company's shares were admitted to trading on the AIM Market of the London Stock Exchange. These condensed consolidated interim financial statements are presented in Hong Kong dollars ("HK$"), unless otherwise stated, and were reviewed by the Audit Committee and approved for issue by the Board of Directors on 19 September 2011.
2 Summary of significant accounting policies
(a) Basis of preparation and statement of compliance
The Company has a financial year end date of 31 December. These condensed consolidated interim financial statements for the six months ended 30 June 2011 have been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting". These condensed consolidated interim financial statements should be read in conjunction with the annual audited financial statements of the Group for the year ended 31 December 2010, which have been prepared in accordance with International Financial Reporting Standards ("IFRSs") as adopted for use in the European Union ("EU").
EU-endorsed IFRSs may differ from IFRSs, as issued by the International Accounting Standards' Board("IASB") if, at any point in time, new or amended IFRSs have not been endorsed by the EU. At 30 June 2011, there were no unendorsed standards effective for the period ended 30 June 2011 affecting these condensed consolidated interim financial statements, and there was no difference between IFRSs endorsed by the EU and IFRSs issued by the IASB in terms of their application to YinggaoHoldings plc.
(b) Impact of recently issued IFRSs
The IASB has issued a number of amendments to IFRSs, new standards and interpretations that are first effective for the current accounting period of the Group. Of these, the following developments are relevant to the Group's financial statements:
• Revised IAS 24, Related Party Disclosures
• Improvements to HKFRSs (2010)
The above amendments to IFRSs have had no material impact on the Group's results of operations and financial position, and do not contain any additional disclosure requirements specifically applicable to the interim financial statements.
Up to the date of issue of this interim financial statements, the IASB has issued a number of amendments, new standards and Interpretations that are not yet effective for the period ending 30 June 2011 and that have not been early adopted in the interim financial statements. Of these developments, the followings may be relevant to the Group's financial statements:
Effective for accounting periods beginning on or after | ||
The Group is in the process of assessing the impact of these amendments, new standards and interpretations in the period of initial application, but is not yet in a position to determine whether the adoption will have any significant impact on the Group's results of operations and financial position.
(c) Use of estimates and assumptions
The preparation of financial statements requires the use of estimates and assumptions about future conditions. The use of available information and the application of judgement are inherent in the formation of estimates. Actual results in the future may differ from those reported as a result of the use of estimates and assumptions about future conditions. Management believes that the company's critical accounting estimates involving a higher degree of judgement or complexity with those assumptions and estimates mainly relate to the impairment of loans and advances, the goodwill impairment and the valuation of financial instruments.
(d)Consolidation
The condensed consolidated interim financial statements of Yinggao Holdings plc comprise the financial statements of the Company and its subsidiaries.
3 Revenue and segment reporting
The principal activities of the Group are provision of terminal services, barging services and non-ferrous metal trading together with other related services including sea freight forwarding and barge hire.
The Group determines its operating segments based on information reported to the chief operating decision maker, which is focused on the category of customer for each type of goods and services. The principal categories of customers for these goods and services are terminal services, barging services and non-ferrous metal trading.
Information regarding the above segments is reported below:
Terminal Services | Barging Services | Non-ferrous metal trading | Other trading | Unallocated | Total | |||||||
For the six months ended | 2011 | 2010 | 2011 | 2010 | 2011 | 2010 | 2011 | 2010 | 2011 | 2010 | 2011 | 2010 |
(Unaudited) | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 |
Revenue from external customers | 68,595 | 58,729 | 58,306 | 37,088 | 148,900 | 60,834 | - | - | - | - | 275,801 | 156,651 |
Reportable segment revenue | 68,595 | 58,729 | 58,306 | 37,088 | 148,900 | 60,834 | - | - | - | - | 275,801 | 156,651 |
Reportable segment profit/(loss) | 13,259 | 11,740 | 15,934 | 6,375 | 1,941 | 3,168 | (607) | (492) | (1,930) | (6,310) | 28,597 | 14,481 |
4 Profit before taxation
Profit before taxation is stated after charging/(crediting):
(Unaudited) | (Audited) | ||||||
Six months ended | Year ended | ||||||
30 June | 31 December | ||||||
2011 | 2010 | 2010 | |||||
HK$'000 | HK$'000 | HK$'000 | |||||
Depreciation on property, plant and equipment | 8,455 | 9,422 | 19,697 | ||||
Impairment loss of property, plant and equipment | - | - | 4,588 | ||||
Loss/(gain) on disposal of property, plant and | |||||||
equipment | 705 | - | (546 | ) |
5 Taxation
The amount of income tax expense charged to the consolidated income statement represents:
(Unaudited) | (Audited) | ||||||||
Six months ended | Year ended | ||||||||
30 June | 31 December | ||||||||
2011 | 2010 | 2010 | |||||||
HK$'000 | HK$'000 | HK$'000 | |||||||
Current tax: | |||||||||
- Hong Kong profits tax | 3,050 | - | 691 | ||||||
- Overseas tax for the period/year | 1,882 | 1,389 | 3,476 | ||||||
4,932 | 1,389 | 4,167 | |||||||
Deferred tax: | |||||||||
- current year | - | - | 2,386 | ||||||
- pervious years | - | - | 227 | ||||||
- | - | 2,613 | |||||||
In respect of subsidiaries operating in Hong Kong, the provision for Hong Kong profits tax is calculated at 16.5% of the estimated assessable profit for the period/year less allowable losses brought forward.
Subsidiaries operating in the PRC are subject to Enterprise Income Tax ("EIT") at a rate of 25%. However, the Company's subsidiary in Guangzhou is now subject to a preferential tax rate of 24% as described below. Others had tax losses brought forward from previous years.
On 16 March 2007, the National People's Congress passed the Corporate Income Tax Law of the PRC (the "Tax Law"). Under the Tax Law, the EIT tax rate applicable to the Company's subsidiary in Guangzhou is increased from 15% to 25% progressively within five years from 1 January 2008 (2008: 18%; 2009: 20% 2010: 22%; 2011: 24%; 2012: 25%). The Tax Law has been applied when measuring the Group's current tax payable as at 30 June 2011.
6 Earnings per share
Basic and diluted earnings per share are calculated by dividing the earnings attributable to owners of the parent by the weighted average number of ordinary shares in issue during the period/year ended 30 June 2011, 30 June 2010 and 31 December 2010, respectively.
(Unaudited) | (Audited) | |||||
Six months ended 30 June | Year ended 31 December | |||||
2011 | 2010 | 2010 | ||||
Profit attributable to owners of the | ||||||
parent (HK$'000) | 20,052 | 10,129 | 29,339 | |||
Weighted average number of shares in issue | 1,978,895,139 | 1,978,895,139 | 1,978,895,139 | |||
Earnings per share - | ||||||
Basic and diluted (HK cents) | 1.01 | 0.51 | 1.48 | |||
7 Dividend
The directors do not recommend the payment of any dividend.(six months ended 30 June 2010: HK$Nil)
8 Prepaid lease payments
Prepaid lease payments represented a lump sum operating lease prepayments for a number of vessels used by the Group for barging services in the coming 15 years.
9 Property, plant and equipment
During the period, the Group purchased property, plant and equipment amounted to HK$47,605,000 (six months ended 30 June 2010: HK$26,305,000), in which HK$23,420,000 (six months ended 30 June 2010: HK$Nil) was acquired under finance leases.
In addition, the Group disposed of certain property, plant and equipment with carrying value of HK$24,598,000 (six months ended 30 June 2010: HK$Nil) for cash proceeds of HK$23,893,000 (six months ended 30 June 2010: HK$Nil).
10 Investments in subsidiaries
At 30 June 2011, the Company held 100% of the ordinary shares of Yinggao Investments Limited, a company incorporated in the British Virgin Islands ("BVI"), whose principal activity was that of, an investment holding company. Yinggao Investments Limited had the following subsidiaries' undertakings:
Name | Equity interests attributable to the Group | Principal activities | Place of incorporation | ||
2011 | 2010 | ||||
Yinggao Consultants Limited * | 100% | 100% | Providing management services | BVI | |
Yinggao International Limited | 100% | 100% | Investment holding | BVI | |
Sanko Mineral Limited | 100% | 100% | Sub-letting of yachts, ships and vessels | BVI | |
Yinggao Shipping (H.K.) Limited | 100% | 100% | Providing logistics and related services | Hong Kong | |
Yinggao Shipping Limited * | 100% | 100% | Providing logistics and related services | Hong Kong | |
Yinggao Ship Chartering Limited | 100% | 100% | Barge hiring and agency services | Hong Kong | |
Yinggao Resources Limited | 100% | 100% | Trading of non-ferrous metal | Hong Kong | |
Yinggao Petro Limited | 100% | 100% | Trading of gas oil for vessels | Hong Kong | |
Yinggao Ship Investments Limited | 100% | 100% | Dormant | Hong Kong | |
Arko Terminal Limited ("ATL") * | 100% | 100% | Investment holding | Republic of Seychelles | |
Keen Chance Terminal (GZ) Company Limited ("KCT") | 40% | 40% | Investing in and operation of a terminal and providing logistics services | PRC | |
Fujian Sanko Mining Limited | 70% | 70% | Dormant | PRC | |
* Directly held by Yinggao Investments Limited. All other subsidiaries are indirectly held.
The 40% equity interest in KCT previously held by Keen Lloyd Energy Limited ("KLEL"), a subsidiary of Keen Lloyd Holdings Limited ("KLHL"), has been transferred to ATL. The transfer had been submitted for registration to the relevant PRC authorities.
Pursuant to an agreement dated 5 April 2002 entered into between KLEL and Miaotou Economic Development (GZ) Company Limited ("MEDCL"), (a shareholder of KCT which 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 HK$72.6 million at that time), and KLEL intended to convert the outstanding loan into registered capital of KCT.
On 22 April 2003, KLEL entered into a shareholder agreement with MEDCL and Harbour Economic Development Company Limited ("HEDCL"), another shareholder in KCT, whereby all parties agreed that MEDCL has unconditionally transferred the authority empowered to its directors representative (including their rights and obligations) to KLEL until KLEL transferred the 40% equity interests in KCT to ATL to reiterate the aforesaid agreement dated 5 April 2002.
On 16 May 2003, a supplemental agreement was entered into between ATL, KLEL, MEDCL and HEDCL by which all parties agreed that the above authority transferred to KLEL would be vested in ATL after KLEL completed the transfer of equity interests in KCT to ATL.
In accordance with the terms and conditions set out in the above agreements, KLEL effectively controls the board of KCT and this arrangement has been confirmed by the shareholders of KCT. In 2002, a Hong Kong lawyer expressed his view that KCT is a subsidiary of KLEL under Hong Kong Company Law. Control of KLEL has been transferred to ATL and therefore in the opinion of the directors, KCT is a subsidiary of ATL under the Companies Act 2006.
KCT will be a legal subsidiary of ATL immediately upon the registration of the transfer of the 40% of equity in KCT from KLEL to ATL.
11 Share capital
Number | £'000 | |||||
Authorised: | ||||||
Ordinary shares of 0.5p each | ||||||
At 30 June 2011, 30 June 2010 and 31 December 2010 | 30,000,000,000 | 150,000 | ||||
HK$'000 | ||||||
Equivalent to: | 2,049,315 | |||||
HK$'000 | ||||||
Allotted, called up and fully paid: | ||||||
Ordinary shares of 0.5p each | ||||||
At 30 June 2011, 30 June 2010 and 31 December 2010 | 1,978,895,139 | 115,224 |
12 Operating lease commitments
At 30 June 2011, the Group's total future minimum lease payments under non-cancellable operating leases are repayable as follows:
(Unaudited) | (Audited) | ||||||
As at | As at | ||||||
30 June | 31 December | ||||||
2011 | 2010 | 2010 | |||||
HK$'000 | HK$'000 | HK$'000 | |||||
Leases which expire: | |||||||
- in the next year | 5,163 | 4,078 | 1,714 | ||||
- in the second to fifth years | 37,683 | 2,321 | 1,393 | ||||
- over five years | 69,695 | - | - | ||||
112,541 | 6,399 | 3,107 |
The Group is the leasee in respect of a number of properties and vessels held under operating leases. The leases typically run for an initial period of 1 to 15 years, at the end of which period all terms are renegotiated. None of the leases includes contingent rentals.
13 Capital commitments
The Group's capital commitments outstanding at 30 June 2011 in respect of the acquisition of property, plant and equipment in the interim financial statements are as follows:
(Unaudited) | (Audited) | ||||||
As at | As at | ||||||
30 June | 31 December | ||||||
2011 | 2010 | 2010 | |||||
HK$'000 | HK$'000 | HK$'000 | |||||
Contracted, but not provided for | 38,719 | 14,640 | 61,751 |
14 Contingent liabilities
On 9 November 1999, KCT gave a guarantee for RMB18 million (equivalent to approximately HK$16.2 million at that time) in favour of Nangang Rural Credit Co-operation Bank for banking facilities granted to MEDCL, a fellow investor in KCT, secured over its equity interests in KCT. MEDCL was unable to repay the outstanding loan.
On 27 September 2001, the Guangzhou Law Court delivered an order and notice that the guarantee above was invalid and MEDCL's equity interest in KCT was frozen.
Based on legal advice, the equity interests had no material impact on the operations of KCT and the directors consider that no provision is required.
KCT maintains that the guarantee given was invalid on the following grounds:
(i) such guarantee did not have approval from the board of directors of KCT; and
(ii) in accordance with the law of the People's Republic of China , the board of directors and the management of KCT cannot give KCT's properties for guarantee to its shareholder.
Furthermore, KLHL, the Company's parent company, has indemnified the Group against any loss KCT will suffer should the guarantee be enforceable.
Accordingly, the directors are of the opinion that no provision should be made in the financial statements for any possible claim from the bank in respect of the litigation.
Save as disclosed above, the Group does not have any material contingent liabilities as at balance sheet date.
15 Related party transactions
The Group had the following material transactions which are carried out in ordinary course of business activities with related parties during the period/year:
(Unaudited) | (Audited) | |||||||
Six months ended | Year ended | |||||||
30 June | 31 December | |||||||
2011 | 2010 | 2010 | ||||||
Nature | HK$'000 | HK$'000 | HK$'000 | |||||
Purchase of goods by the Group | - | - | 148,488 | |||||
Forwarding services income received by the Group | 6,939 | - | 2,499 | |||||
Lifting charges received by the Group | 600 | - | 1,200 | |||||
Handling fee received by the Group | 2 | - | - | |||||
16 Financial statements
This statement does not comprise full financial statements within the meaning of Section 434 of the Companies Act 2006.
17 Financial risk management
All aspects of the Group's financial risk management objectives and policies are consistent with those disclosed in the annual financial statement for the year ended 31 December 2010.