Central Development Holdings Limited - Annual Report 2002

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SEAPOWER RESOURCES INTERNATIONAL LIMITED 海暉國際實業有限公司

(Provisional Liquidators Appointed)

(Incorporated in the Cayman Islands with limited liability)

ANNOUNCEMENT OF FINANCIAL RESULTS FOR THE TWO YEARS ENDED 31 MARCH 2002 AND 2003

RESULTS FOR THE YEAR ENDED 31 MARCH 2002

The joint and several provisional liquidators (“Provisional Liquidators”) of Seapower Resources International Limited (Provisional Liquidators Appointed) (“Company”) announce that the audited financial results of the Company and its subsidiaries (together “Group”) for the financial year ended 31 March 2002 together with the comparative figures for the year ended 31 March 2001 are as follows:

Note TURNOVER 3 DIRECT OPERATING EXPENSES OTHER REVENUE OTHER INCOME SELLING AND ADMINISTRATIVE EXPENSES LOSS ON DISPOSAL OF LEASEHOLD PROPERTIES 1(a) LOSS ARISING FROM LIQUIDATION OF SUBSIDIARIES 1(a) LOSS ON DISPOSAL OF INVESTMENT PROPERTIES 1(a) PROVISION FOR IMPAIRMENT LOSS OF PROPERTIES HELD FOR DEVELOPMENT LOSS ON DISPOSAL OF SUBSIDIARIES OTHER OPERATING EXPENSES LOSS FROM OPERATIONS 4 FINANCE COSTS SHARE OF RESULTS OF ASSOCIATES LOSS BEFORE TAXATION TAXATION — (CHARGE)/CREDIT 5 LOSS BEFORE MINORITY INTERESTS MINORITY INTERESTS LOSS ATTRIBUTABLE TO SHAREHOLDERS DIVIDENDS 6 LOSS PER SHARE BASIC 7	2002 *HK$’000* 165,272 (119,739) 1,257 10,402 (85,022) (537,800) (648,330) (90,664) (60,041) (1,991) (27,565) (1,394,221) (91,046) — (1,485,267) (31,224) (1,516,491) 246 (1,516,245) — (98.01 cents)	2001 HK$’000 191,767 (152,963) 9,343 64,891 (91,099) — — — — (10,847) (127,827) (116,735) (121,902) 362 (238,275) 407 (237,868) (1,186) (239,054) — (15.45 cents)

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Notes:

1. BASIS OF PREPARATION

(a) Background and Principal Activities

In view of the severe financial difficulties of the Group, Provisional Liquidators were appointed to the Company by the High Court of Hong Kong SAR (“Court”) on 31 December 2001 to implement the restructuring for the Company. Provisional Liquidators were also appointed to the Company’s four major wholly-owned subsidiaries, namely South East Asia Overseas Finance Limited (“SEAOF”), Yiu Fung Cold Storage & Warehousing Limited (“YFCSW”), Yiu Fai Warehousing Limited (“YFWL”) and Seapower Resources Cold Storage & Warehousing Limited (“SRCSW”) on 31 December 2001. Subsequently the Court ordered that SEAOF be wound-up on 20 February 2002, and YFCSW, YFWL and SRCSW be wound-up on 27 March 2002. The Provisional Liquidators of the Company disposed of the Group’s logistics assets in Hong Kong prior to 31 March 2002.

In order to reduce the liabilities of the Group, during the year the Group had disposed of most of its properties including those properties previously used for the Group’s cold storage operations in Hong Kong, and all investment properties (except for 24 townhouses located in Beijing, the PRC). All of the cold storage warehousing and logistics operations in Hong Kong were closed before the balance sheet date. As a result, the Group recorded losses of approximately HK$537.8 million and approximately HK$90.7 million arising on the disposal of the leasehold properties and investment properties, respectively, and a loss of approximately HK$648.3 million arising from the winding up of the above four subsidiaries for the year ended 31 March 2002.

In addition, the Group disposed of its property located at Lidcombe, Sydney in May 2002 and immediately leased back the property for one year in order to continue its cold storage warehousing and logistics operations. Accordingly, the Group has subsequently recognised the gain of approximately HK$9.3 million on disposal of this property in the consolidated income statement for the year ended 31 March 2003. A creditor bank has been granted an enforcement order by the court of Shenzhen, PRC enabling it to take possession of one of the Group’s properties in Shenzhen, PRC.

b) Going Concern Basis

In preparing the financial statements, the Provisional Liquidators of the Company have given careful consideration to the future liquidity of the Group in light of the Group’s current financial difficulties including its net liabilities of approximately HK$1,252 million as at 31 March 2002 and the background set out in (a) above.

A conditional restructuring agreement in relation to the restructuring proposal for the Company was entered into with an independent third party investor, Many Returns Limited (“MRL”), (“Restructuring Proposal”) on 14 May 2003 (“Restructuring Agreement”). On 11 August 2003, the Restructuring Agreement was amended by a supplemental agreement, and on the same date, the Provisional Liquidators on behalf of the Company entered into with MRL a subscription agreement in relation to the subscription of new shares by MRL upon completion of the Restructuring Proposal. The Restructuring Proposal includes, inter alia, a capital restructuring, debt restructuring involving schemes of arrangement (“Schemes”) and a subscription of new shares and warrants.

Completion of the Restructuring Agreement will require the fulfillment of the certain conditions including the relevant approvals from the regulatory authorities, such as The Stock Exchange of Hong Kong Limited (“Stock Exchange”) and the Securities and Futures Commission.

MRL has agreed to provide and procure working capital for the Company such that the Group will have sufficient working capital for its operations for 12 months after the completion of the Restructuring Agreement. MRL has also agreed to undertake to the Company that the Company will not dispose of any of the Group’s assets if such disposal will result in the Company breaching paragraph 38 of its listing agreement with the Stock Exchange.

In light of the above, the Provisional Liquidators of the Company have prepared the financial statements on a going concern basis on the basis that the Restructuring Agreement will be implemented in full on completion and the Group will have sufficient working capital to carry on its business.

2. PRIOR YEAR ADJUSTMENTS

In March and May 1995, the Company’s wholly-owned subsidiary, Pentagon Profits Limited (“Pentagon Profits”), entered into two sale and purchase agreements in the PRC to acquire 24 townhouses under construction located in Beijing, PRC for total consideration of approximately HK$96 million. This consideration was paid in full by the Group in 1995. However, the Certificate of Housing Ownership has never been obtained by Pentagon Profits for these townhouses. A legal opinion has been obtained by the Provisional Liquidators of the Company subsequent to the balance sheet date which expresses considerable doubt as to whether Pentagon Profits will ever obtain title to the townhouses.

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As a result, the Provisional Liquidators of the Company have fully provided for these townhouses which were previously classified as investment properties with a carrying value of approximately HK$135 million as at 31 March 2001.

The effects of the retrospective prior year adjustments include (i) the reversal of previously recorded asset revaluation surpluses of approximately HK$39 million by reducing an amount of approximately HK$27.7 million brought forward from the period prior to 1 April 2000 and by eliminating the revaluation surplus of approximately HK$11.3 million in the year ended 31 March 2001, respectively, as and when they arose and were previously recorded in the asset revaluation reserve, and (ii) charging approximately HK$96.2 million, which represented the amounts paid by the Group in the previous years, to accumulated losses brought forward from 1 April 2000.

3. SEGMENT TURNOVER AND RESULTS

An analysis of the Group’s turnover for the year by principal activities and markets is as follows:

(a) Business Segments

REVENUE External revenue Other revenue Total revenue SEGMENT RESULTS Unallocated costs Loss arising from liquidation of subsidiaries Finance costs Share of results of associates Taxation Minority interests Loss attributable to shareholders	Cold storage warehousing and logistics management 2002 2001 *HK$’000* HK$’000 159,158 178,862 1,218 9,245 160,376 188,107 (529,906) (57,588)	Property investment 2002 2001 *HK$’000* HK$’000 6,114 12,905 39 98 6,153 13,003 (152,761) (56,775)	Corporate 2002 2001 *HK$’000* HK$’000 — — — — — — — — (63,224) (2,372) (648,330) — (91,046) (121,902) — 362 (31,224) 407 246 (1,186)	Consolidated 2002 2001 *HK$’000* HK$’000 165,272 191,767 1,257 9,343 166,529 201,110 (682,667) (114,363) (63,224) (2,372) (648,330) — (91,046) (121,902) — 362 (31,224) 407 246 (1,186) (1,516,245) (239,054)

(b) Geographical Segments

REVENUE External revenue Other revenue Total revenue SEGMENT RESULTS	Hong Kong & PRC 2002 2001 *HK$’000* HK$’000 151,571 174,689 1,238 2,208 152,809 176,897 (1,333,390) (102,190)	Australia 2002 2001 *HK$’000* HK$’000 13,701 17,078 19 7,135 13,720 24,213 (790) (1,878)	Indonesia 2002 2001 *HK$’000* HK$’000 — — — — — — (60,041) (12,667)	Consolidated 2002 2001 *HK$’000* HK$’000 165,272 191,767 1,257 9,343 166,529 201,110 (1,394,221) (116,735)

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4. LOSS FROM OPERATIONS

Loss from operations is stated after crediting and charging:

5.

Crediting: Rental income Provision for bad and doubtful debts written back Charging: Provision for bad and doubtful debts Provisional Liquidators’ remuneration Auditors’ remuneration — Current year — Under-provision in previous years Depreciation — Owned fixed assets — Assets held under finance leases Staff costs including retirement costs of HK$2,867,000 (2001: HK$2,333,000) Deficit arising on revaluation of cold storage warehouses and other land and buildings Deficit arising on revaluation of investment properties Rental expenses under operating leases Provision for a claim Unrealised loss on other investments Loss on disposal of fixed assets (other than properties) TAXATION — (CHARGE)/CREDIT The (charge)/credit comprises: Underprovision of Hong Kong Profits Tax in prior years Overseas taxation Deferred taxation Taxation attributable to the Company and its subsidiaries Share of taxation on results of associates	2002 *HK$’000* 6,114 918 2,486 4,872 814 171 32,404 364 70,322 — — 912 24,804 263 598 2002 *HK$’000* (31,224) — (31,224) — (31,224) — (31,224)	2001 HK$’000 12,906 — 59,260 — 1,146 294 49,364 224 73,681 30,933 28,990 3,599 — — 5,985 2001 HK$’000 (91) — (91) 500 409 (2) 407

No provision for Hong Kong Profits Tax and taxation in overseas countries, in which the Group operates, have been made in the financial statements as the Group did not have any assessable profits derived in the respective jurisdictions for both years.

No provision for deferred taxation has been made in respect of the surplus or deficit arising on the revaluation of properties outside Hong Kong as the amount involved is not significant.

The Group and the Company did not have any other significant unprovided deferred taxation in respect of timing differences arising during the year or as at the balance sheet date.

6. DIVIDENDS

The Provisional Liquidators do not recommend the payment of a dividend for the year ended 31 March 2002 (2001: nil).

7. LOSS PER SHARE

The calculation of the basic loss per share is based on the net loss for the year of approximately HK$1,516,245,000 (2001: HK$239,054,000) and on 1,547,042,829 (2001: 1,547,042,829) shares in issue during the year.

No amount has been presented for the diluted loss per share for the years ended 31 March 2002 and 2001 as the exercise of the outstanding share options of the Company during the years ended 31 March 2002 and 2001 would result in reducing loss per share.

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8. COMPARATIVE FIGURES

With a review of financial statements’ presentation, certain items in the financial statements were reclassified which would result in a more appropriate presentation of events or transactions. Accordingly, comparative figures have been reclassified to conform with the current year’s presentation.

SUMMARY OF AUDITORS’ REPORT FOR THE YEAR ENDED 31 MARCH 2002

BASIS OF OPINION

The auditors conducted their audit in accordance with Statements of Auditing Standards issued by the Hong Kong Society of Accountants, except that the scope of their work was limited as explained below.

Scope limitations arising from the prior year’s audit scope limitations affecting opening balances

The former auditors issued an “Except For” qualified opinion on the financial statements of the Group and the Company for the year ended 31 March 2001 for the significance of possible effects of certain limitations on the scope of their audit as further detailed in their auditors’ report dated 26 July 2001.

In summary those scope limitations included:

a) Neither sale and purchase agreement nor other necessary documentary evidence was available to confirm the validity of disposal of a former subsidiary which resulted in a recorded loss on the disposal of approximately HK$3 million;
b) Insufficient information to confirm the full provision of approximately HK$27 million made against the outstanding receivable arising from the said disposal of that former subsidiary as referred to (a) above; and
c) Insufficient information to confirm the carrying value of certain properties held for development in Indonesia of approximately HK$54 million.

Any adjustments found to be necessary to the opening net assets of the Group and the Company would have a consequential effect on the accumulated losses and, for (c) as referred to above, the translation reserve, brought forward from the prior year, and on the net liabilities of the Group and the Company as at 31 March 2002.

Scope limitations arising from the audit for the current year

Ownership and carrying value for certain properties held for development in Indonesia

The Company’s wholly-owned subsidiary, Seapower Developments (Indonesia) Limited (“SDI”), made investments in 111 lots of land in Indonesia which are held directly by 19 Indonesian trustees (“Trustees”) as the registered title-owners on trust of the Group based on certain agreements made. Subsequent to the balance sheet date, a legal opinion had been obtained by the Provisional Liquidators of the Company, which indicates that although SDI may have the rights, based on the available agreements made with the Trustees, it currently does not have the legal title of the land.

The auditors have been unable to obtain confirmation directly from these Trustees whether these properties are still held on trust of the Group and to satisfy themselves as to whether SDI can exercise its rights to obtain the legal title of the land.

In addition, the Group had fully provided for the carrying value of the land of approximately HK$53,141,000 and written off the related translation reserve of approximately HK$6,900,000, by charging an impairment loss of approximately HK$60,041,000 to the consolidated income statement for the year ended 31 March 2002 on the basis that the Group may not be able to obtain the title of the land.

There were no other satisfactory auditing procedures that the auditors could adopt to satisfy themselves regarding the ownership of the land and whether the provision for the impairment loss of the land was appropriate. Any adjustment to the amount would have a consequential effect on the Group’s net liabilities as at 31 March 2002 and the loss of the Group for the year then ended.

Prior year’s loss and provision for outstanding receivable arising from the sale of a former subsidiary

As more detailed in the former auditors’ report dated 26 July 2001 in respect of the financial statements for the year ended 31 March 2001, there was neither sale and purchase agreement nor other information for confirming the sale of a former subsidiary and consequently, the loss of approximately HK$3 million on the disposal, and there were no sufficient evidence and explanations for assessing the appropriateness of making full provision for the outstanding receivable of approximately HK$27 million arising from the sale of the former subsidiary previously made in the prior year.

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In respect of the auditors’ audits for the year ended 31 March 2002, the same scope limitations as noted by the former auditors in respect of their audit for the year ended 31 March 2001 as referred to in the preceding paragraph have continued to exist and consequently, the auditors have been unable to confirm the prior year’s disposal loss of approximately HK$3 million and whether the full provision for the outstanding receivable arising from the disposal of the former subsidiary of approximately HK$27 million previously made for the year ended 31 March 2001 was appropriate and still required at the balance sheet date. Any adjustments to these amounts would have a consequential effect on the net liabilities position of the Group and the Company as at 31 March 2002 and the accumulated losses of the Group and the Company brought forward from the prior year.

4. Certain margin and other loans receivable of approximately HK$240 million

There are certain margin and other loans receivable of approximately HK$171 million and HK$69 million respectively recorded in the accounts of the Company and Seapower Finance Limited, its wholly-owned subsidiary, for which full provisions had been made in the previous years. The auditors have been unable to carry out auditing procedures to confirm the completeness and accuracy of these margin and other loans receivable for which they have also been unable to obtain sufficient documentary evidence and explanations necessary for assessing their recoverability. Therefore, the auditors have been unable to confirm the carrying value of the margin and other loans receivable and whether the provisions previously made were appropriate and still required at the balance sheet date. Any adjustments to these amounts would have a consequential effect on the net liabilities position of the Group and the Company as at 31 March 2002 and the loss of the Group and the Company for the year then ended.

5. Interests in an associate

The Group made investment of approximately HK$53 million in one associate, namely P.T. Inatai Golden Furniture Industries in which the Group has equity interest of 32%, against which full provision had been made in the prior years. The Group has no significant influence on the operational and financial decisions of this associate and as such, equity method had been discontinued for accounting the Group’s share of results and the interest in this associate in the previous years. There were neither audited financial statements nor other financial information available concerning the financial position of this associate. The auditors have been unable to confirm the existence, ownership and carrying value of the interest in this associate and whether the provision previously made against the interest in this associate was appropriate and still required at the balance sheet date. Any adjustment to the amount of provision would have a consequential impact on the Group’s net liabilities as at 31 March 2002 and the loss of the Group for the year then ended.

6. Deposits paid for two other investments

The Company made aggregate payments of approximately HK$34.5 million for the investments in two companies, namely Fujian Tel Network and 廣州粵鋼物資供應有限公司 , against which full provisions had been made in the prior years. The auditors have been unable to obtain the documentary evidence for ascertaining the commercial substance of these two payments and sufficient information and representation necessary for assessing the recoverability of these deposits. Therefore, the auditors have been unable to satisfy themselves as to whether the full provisions for these deposits previously made were appropriate and still required at the balance sheet date. Any adjustment to these provisions would have a consequential effect on the net liabilities of the Group and the Company as at 31 March 2002 and the loss of the Group and the Company for the year then ended.

7. Fundamental uncertainty relating to the going concern basis of the Group

In forming their opinion, the auditors have considered the adequacy of the disclosures made on note 1(b) to the financial statements concerning the basis of the preparation to the financial statements by the Provisional Liquidators of the Company. As more fully disclosed in note 1(b), the Group’s financial statements have been prepared on a going concern basis, the validity of which is dependent on the successful completion in full of the terms and conditions of the conditional restructuring agreement made by the Provisional Liquidators, on behalf of the Company, with an investor on 14 May 2003 (“Restructuring Agreement”) and, in particular:

(i) that issuance of certain new shares of the Company to the investor at the consideration of HK$46 million (“Subscription Proceeds”), pursuant to the subscription agreement as a part of the Restructuring Agreement, will be completed;
(ii) that indebtedness of the Company’s creditors (other than the preferential creditors) to be discharged in full, pursuant to the Schemes under debt restructuring as part of the Restructuring Agreement, at the consideration of making distribution to the scheme creditors on the pro-rata basis which comprises a cash payment of HK$38 million from the above-mentioned Subscription Proceeds plus any cash held by the Company on the completion date, and issuance of 96,000,000 new shares of the Company; and

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(iii) that working capital facilities to be provided and procured by the investor to the Company, at terms to be agreed from time to time, such that the Group will have sufficient working capital for its operations for a period of 12 months after the completion of the Restructuring Agreement.

The Provisional Liquidators consider that the Restructuring Agreement can be completed in accordance with its terms, but at this stage, there is insufficient evidence to confirm whether the terms and conditions of the conditional Restructuring Agreement can be completed in full. The financial statements do not include any adjustments that would result from the failure of the said conditional Restructuring Agreement.

In forming their opinion the auditors also evaluated the overall adequacy of the presentation of information in the financial statements. The auditors believe that their audit provides a reasonable basis for their opinion.

DISCLAIMER OF OPINION

Because of the significance of each of (a) the fundamental uncertainty relating to the going concern basis of the Group and (b) the possible effect of the limitations in evidence available to them as referred to in the basis of opinion section above, the auditors are unable to form an opinion as to whether the financial statements give a true and fair view of the state of affairs of the Company and of the Group as at 31 March 2002 or of the loss and cash flows of the Group for the year then ended and as to whether the financial statements have been properly prepared in accordance with the disclosure requirements of the Hong Kong Companies Ordinance.

In respect alone of the limitations on their work set out in the basis of opinion section of the auditors’ report:

the auditors have not obtained all the information and explanations that they considered necessary for the purpose for their audit; and
the auditors were unable to determine whether proper books of accounts have been kept.

DISCUSSION AND ANALYSIS FOR THE YEAR ENDED 31 MARCH 2002

BUSINESS REVIEW

The Group was originally engaged in cold storage warehousing, logistics management services, property holding and financial services. Since the appointment of the Provisional Liquidators on 31 December 2001, the Group’s non-core business operations have been discontinued and only the core businesses of cold storage warehousing and logistics management services have been maintained, albeit on a lesser scale than in previous years, as the Group is suffering from a lack of working capital. During the year ended 31 March 2002, the Group had disposed of most of its properties including those properties previously used for the Group’s cold storage operations in Hong Kong, and all investment properties (except for 24 townhouses located in Beijing, the PRC) in order to reduce the liabilities of the Group. All of the cold storage warehousing and logistics operations in Hong Kong were closed before the balance sheet date of 31 March 2002.

For the year ended 31 March 2002, the Group recorded a consolidated turnover of approximately HK$165.3 million, of which approximately HK$159.2 million was attributable to the cold storage warehousing and logistics management businesses and the remaining HK$6.1 million was attributable to property investment.

Net loss for the year was approximately HK$1,516.2 million. Loss from operations was approximately HK$1,394.2 million for the year, compared with approximately HK$116.7 million in the year 2001. The significant increase in loss from operations was largely attributable to the loss on disposal of leasehold properties of approximately HK$537.8 million, loss arising from liquidation of subsidiaries of approximately HK$648.3 million, loss on disposal of investment properties of approximately HK$90.7 million and provision for impairment loss of properties held for development of approximately HK$60.0 million.

CONTINGENT LIABILITIES

The Company’s guarantees given to the financial institutions in respect of credit facilities utilised by its subsidiaries amounting to approximately HK$200 million, out of which approximately HK$180 million have been fully crystallised and converted into liabilities, due to the default in repayments by the subsidiaries, and recorded as current liabilities in the balance sheet of the Company and the loss arising has been recognised and included in the results of the Company for the year ended 31 March 2002.

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CHARGES ON ASSETS

At the balance sheet date, the following assets of the Group has been pledged to secure credit facilities granted to and utilised by the Group:

and utilised by the Group:
Other property, plant and equipment Investment properties Other receivables Bank deposits	The Group 2002 2001 *HK$’000* HK$’000 29,247 1,208,841 — 188,700 52 25,665 1,715 17,378 31,014 1,440,584
		1,440,584

CAPITALIZATION AND FINANCIAL POSITION

The Group’s net liabilities amounted to approximately HK$1,252.3 million as at 31 March 2002 (2001: net assets of HK$217.3 million). Cash and bank balances and total bank and other borrowings amounted to HK$9.6 million (2001: HK$29.4 million) and HK$534.8 million (2001: HK$1,249.3 million), respectively, as at the year end date. The Group’s borrowings from the creditor banks were not repaid according to the schedules set by the creditor banks and, consequently, were due for immediate repayment, and accordingly, the entire outstanding amounts were reclassified as current liabilities.

Bank and other borrowings were predominately in Hong Kong dollar with remaining 8% in US dollar and Australian dollar. Hence, foreign exchange risk is minimal. Bank and other borrowings were subject to floating interest rates. The Group did not use financial instruments for hedging purpose and did not have foreign currency net investments being hedged by currency borrowings and other hedging instruments.

EMPLOYEES

The Group had approximately 30 employees in Hong Kong, elsewhere in China and Australia as at 31 March 2002. The Group ensures that pay scales of its employees are rewarded on a performance-related basis within the general framework of the Group’s remuneration strategy.

The Company has adopted a share option scheme since 30 September 1999. Due to the financial difficulties of the Group, the employment contracts of the Company’s staff were terminated with certain staff re-employed by the Provisional Liquidators. For this reason, the outstanding options previously granted to the staff were not exercised and lapsed after the balance sheet date.

RESTRUCTURING OF THE GROUP

On 14 May 2003, the Provisional Liquidators, on behalf of the Company, entered into the Restructuring Agreement with MRL in relation to the Restructuring Proposal, which involves, amongst other things, the capital restructuring, debt restructuring involving the Schemes under section 86 of the Cayman Companies Law and section 166 of the Companies Ordinance, the subscription of new shares and warrants by MRL, whitewash waiver and general mandate to issue new shares. The Restructuring Agreement was amended by a supplemental agreement which was entered into, amongst others, the Provisional Liquidators, the Company and MRL on 11 August 2003. On the same date, the Provisional Liquidators, the Company and MRL also entered into a subscription agreement in relation to the subscription of the new shares by MRL upon completion of the Restructuring Proposal (“Completion”).

The Restructuring Proposal, if successfully implemented, will, amongst other things, result in:

a) a restructuring of the share capital of the Company whereby the par value of the issued shares will be reduced from HK$0.05 to HK$0.01 each through par reduction, share consolidation and share subdivision as contained in the capital restructuring;
b) all the creditors of the Company discharging and waiving their claims against the Company pursuant to the Schemes;
c) MRL holding a controlling interest in the issued share capital of the Company; and
d) the resumption of trading in the new shares of the Company upon Completion subject to sufficient public float being restored.

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PROSPECTS

Upon implementation and completion of the Restructuring Agreement, it is anticipated that the financial position of the Company will be improved as all liabilities of the Company will be compromised and discharged through the Schemes. The Group will then have the necessary financial resources and working capital for on-going operations.

The Provisional Liquidators consider that the Restructuring Agreement can be completed in accordance with its terms.

PURCHASE, SALE OR REDEMPTION OF LISTED SECURITIES

There was no purchase, sale or redemption of listed securities of the Company by the Company or any of its subsidiaries during the year. Trading in the shares of the Company has been suspended since 2:30 p.m. on 28 December 2001.

PUBLICATION OF ANNUAL RESULTS ON THE STOCK EXCHANGE’S WEBSITE

All the information of the annual results of the Group for the year ended 31 March 2002 as required by paragraphs 45(1) to 45(3) inclusive of Appendix 16 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited will be published on the Stock Exchange’s website (www.hkex.com.hk) in due course.

RESULTS FOR THE YEAR ENDED 31 MARCH 2003

The Provisional Liquidators announce that the audited financial results of the Group for the financial year ended 31 March 2003 together with the comparative figures for the year ended 31 March 2002 are as follows:

Note TURNOVER 2 DIRECT OPERATING EXPENSES OTHER REVENUE OTHER INCOME SELLING AND ADMINISTRATIVE EXPENSES GAIN/(LOSS) ON DISPOSAL OF LEASEHOLD PROPERTIES LOSS ARISING FROM LIQUIDATION OF SUBSIDIARIES LOSS ON DISPOSAL OF INVESTMENT PROPERTIES PROVISION FOR IMPAIRMENT LOSS OF PROPERTIES HELD FOR DEVELOPMENT GAIN/(LOSS) ON DISPOSAL OF SUBSIDIARIES OTHER OPERATING EXPENSES LOSS FROM OPERATIONS 3 FINANCE COSTS SHARE OF RESULTS OF ASSOCIATES LOSS BEFORE TAXATION TAXATION — CREDIT/(CHARGE) 4 LOSS BEFORE MINORITY INTERESTS MINORITY INTERESTS LOSS ATTRIBUTABLE TO SHAREHOLDERS DIVIDENDS 5 LOSS PER SHARE BASIC 6	2003 *HK$’000* 16,881 (13,737) 411 7,352 (21,456) 9,341 — — — 656 (4,350) (4,902) (45,948) — (50,850) 3,200 (47,650) — (47,650) — (3.08 cents)	2002 HK$’000 165,272 (119,739) 1,257 10,402 (85,022) (537,800) (648,330) (90,664) (60,041) (1,991) (27,565) (1,394,221) (91,046) — (1,485,267) (31,224) (1,516,491) 246 (1,516,245) — (98.01 cents)

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Notes:

1. BASIS OF PREPARATION

(a) Background and principal activities

In view of the severe financial difficulties of the Group, Provisional Liquidators were appointed to the Company by the High Court of the Hong Kong SAR (“Court”) on 31 December 2001 to implement the restructuring for the Company. Provisional Liquidators were also appointed to the Company’s four major wholly-owned subsidiaries, namely South East Asia Overseas Finance Limited (“SEAOF”), Yiu Fung Cold Storage & Warehousing Limited (“YFCSW”), Yiu Fai Warehousing Limited (“YFWL”) and Seapower Resources Cold Storage & Warehousing Limited (“SRCSW”) on 31 December 2001. Subsequently the Court ordered that SEAOF be wound-up on 20 February 2002, and YFCSW, YFWL and SRCSW be wound up on 27 March 2002. The Provisional Liquidators of the Company disposed of the Group’s logistics assets in Hong Kong prior to 31 March 2002.

In the last year, in order to reduce the liabilities of the Group, the Group had disposed of most of its properties including all those leasehold properties previously used for the Group’s cold storage operations in Hong Kong, and all its investment properties except for the 24 townhouses located in Beijing for which the Group would be unlikely to obtain the legal title based on an legal opinion obtained. The Group had also closed its cold storage warehousing and logistics operation in Hong Kong in the last year. As a result of these restructuring exercise, the Group recorded losses of approximately HK$537.8 million and approximately HK$90.7 million arising on the disposal of the leasehold properties and investment properties, respectively, and a loss of approximately HK$648.3 million arising from the winding up of the above four subsidiaries for the year ended 31 March 2002.

The Group disposed of its property located at Lidcombe, Sydney in May 2002 and immediately leased back the property for one year in order to continue its cold storage warehousing and logistics operations. Accordingly, the Group has fully recognised the gain on disposal of this property of approximately HK$9.3 million in the consolidated income statement for the year ended 31 March 2003.

At the date of this report, the Group consolidated its cold storage warehousing and logistics operation located at Lidcombe with West Gosford, New South Wales of Australia.

A creditor bank has been granted an enforcement order by the court of Shenzhen, PRC enabling it to take possession of one of the Group’s properties in Shenzhen, PRC.

b) Going Concern Basis

In preparing the financial statements, the Provisional Liquidators of the Company have given careful consideration to the future liquidity of the Group in light of the Group’s current financial difficulties including its net liabilities of approximately HK$1,304 million as at 31 March 2003 and the background set out in (a) above.

MRL has agreed to provide and procure working capital for the Company such that the Group will have sufficient working capital for its operations for 12 months after the completion of the Restructuring Agreement. MRL has also agreed to undertake to the Company that the Company will not dispose of any of the Group assets after completion if such disposal will result in the Company breaching paragraph 38 of its listing agreement with the Stock Exchange.

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2. SEGMENT TURNOVER AND RESULTS

An analysis of the Group’s turnover for the year by principal activities and markets is as follows:

(a) Business Segments

Cold storage warehousing and logistics management 2003 2002 *HK$’000* HK$’000 REVENUE External revenue 16,881 159,158 Other revenue 407 1,218 Total revenue 17,288 160,376 SEGMENT RESULTS 5,977 (529,906) Unallocated costs Loss arising from liquidation of subsidiaries Finance costs Taxation-credit/(charge) Minority interests Loss attributable to shareholders	Property investment 2003 2002 *HK$’000* HK$’000 — 6,114 4 39 4 6,153 (321) (152,761)	Corporate 2003 2002 *HK$’000* HK$’000 — — — — — — — — (10,558) (63,224) — (648,330) (45,948) (91,046) 3,200 (31,224) — 246	Total 2003 2002 *HK$’000* HK$’000 16,881 165,272 411 1,257 17,292 166,529 5,656 (682,667) (10,558) (63,224) — (648,330) (45,948) (91,046) 3,200 (31,224) — 246 (47,650) (1,516,245)

(b) Geographical Segments

REVENUE External revenue Other revenue Total revenue SEGMENT RESULTS	Hong Kong & PRC 2003 2002 *HK$’000* HK$’000 — 151,571 386 1,238 386 152,809 (12,981) (1,333,390)	Australia 2003 2002 *HK$’000* HK$’000 16,881 13,701 25 19 16,906 13,720 8,079 (790)	Indonesia 2003 2002 *HK$’000* HK$’000 — — — — — — — (60,041)	Consolidated 2003 2002 *HK$’000* HK$’000 16,881 165,272 411 1,257 17,292 166,529 (4,902) (1,394,221)

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3. LOSS FROM OPERATIONS

Loss from operations is stated after crediting and charging:

Crediting: Gross rental income from properties Provision for bad and doubtful debts written back Charging: Loss on disposal of club membership Provision for bad and doubtful debts Provisional Liquidators’ remuneration Auditors’ remuneration — Current year — Underprovision in previous years Depreciation — Owned fixed assets — Assets held under finance leases Staff costs including retirement costs of HK$76,000 (2002: HK$2,867,000) Rental expenses under operating leases Provision for a claim Unrealised loss on other investments Loss on disposal of fixed assets (other than properties)	2003 *HK$’000* — 1 1,340 3,046 6,425 — 3 2,032 — 5,598 — — — 516	2002 HK$’000 6,114 918 — 2,486 4,872 814 171 32,404 364 70,322 912 24,804 263 598

4. TAXATION — CREDIT/(CHARGE)

The credit/(charge) comprises:

Overprovision/(Underprovision) for Hong Kong Profits Tax in prior years Overseas taxation Deferred taxation — overseas Taxation attributable to the Company and its subsidiaries	2003 *HK$’000* 2,609 — 2,609 591 3,200	2002 HK$’000 (31,224) —
		(31,224) —
		(31,224)

No provision for deferred taxation has been made in respect of the surplus or deficit arising on the revaluation of properties outside Hong Kong as the amount involved is not significant.

The Group and the Company did not have any other significant unprovided deferred taxation in respect of timing differences arising during the year or as at the balance sheet date.

5. DIVIDENDS

The Provisional Liquidators do not recommend the payment of a dividend for the year ended 31 March 2003 (2002: nil).

6. LOSS PER SHARE

The calculation of the basic loss per share is based on the net loss for the year of approximately HK$47,650,000 (2002: HK$1,516,245,000) and on 1,547,042,829 (2002: 1,547,042,829) shares in issue during the year.

No amount has been presented for the diluted loss per share for the years ended 31 March 2003 and 2002 as the exercise of the outstanding share options of the Company during the years ended 31 March 2003 and 2002 would result in reducing loss per share.

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SUMMARY OF AUDITORS’ REPORT FOR THE YEAR ENDED 31 MARCH 2003

BASIS OF OPINION

Scope limitations arising from audit scope limitations for the year ended 31 March 2001 affecting opening balances

The former auditors issued an “Except For” qualified opinion on the financial statements of the Group and the Company for the year ended 31 March 2001 for the significance of possible effects of certain limitations on the scope of their audit as further detailed in their auditors’ report dated 26 July 2001. In summary those scope limitations included:
a) Neither sale and purchase agreement nor other necessary documentary evidence was available to confirm the validity of disposal of a former subsidiary which resulted in a recorded loss on the disposal of approximately HK$3 million;
b) Insufficient information to confirm the full provision of approximately HK$27 million made against the outstanding receivable arising from the said disposal of that former subsidiary as referred to (a) above; and
c) Insufficient information to confirm the carrying value of certain properties held for development in Indonesia of approximately HK$54 million.

Scope limitations arising from the auditors’ audits for the two years ended 31 March 2003 and 2002

In addition, the auditors issued a disclaimer opinion on the financial statements of the Group and the Company for the year ended 31 March 2002, which have continued to affect the current year’s audits as explained below:

Ownership and carrying value for certain properties held for development in Indonesia

The Company’s wholly-owned subsidiary, Seapower Developments (Indonesia) Limited (“SDI”), made investments in 111 lots of land in Indonesia which are held directly by 19 Indonesian trustees (“Trustees”) as the registered title-owners on trust of the Group based on certain agreements made. During the year ended 31 March 2003, a legal opinion had been obtained by the Provisional Liquidators of the Company, which indicates that although SDI may have the rights, based on the certain agreements made with the Trustees, it currently does not have the legal title of the land.

There were no other satisfactory auditing procedures that the auditors could adopt to satisfy themselves regarding the ownership of the land and whether the full provision for the impairment loss of the land previously made in the last year was appropriate. Any adjustment to the amounts would have a consequential effect on the Group’s net liabilities as at 31 March 2003, the accumulated losses and translation reserve of the Group brought forward from the last year.

Prior year’s loss and provision for outstanding receivable arising from the sale of a former subsidiary

As more detailed in the former auditors’ report dated 26 July 2001 for the financial statements for the year ended 31 March 2001, there was neither sale and purchase agreement nor other information for confirming the sale of a former subsidiary and consequently, the loss of approximately HK$3 million on the disposal, and there were no sufficient evidence and explanations for assessing the appropriateness of making full provisions for the outstanding receivable of approximately HK$27 million arising from the sale of the former subsidiary previously made in the prior years.

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In respect of their audits for the years ended 31 March 2003 and 2002, the same scope limitations as noted by the former auditors in respect of their audit for the year ended 31 March 2001 as referred to in the preceding paragraph have continued to exist and consequently, the auditors have been unable to confirm the prior year’s disposal loss of approximately HK$3 million and whether the full provision for the outstanding receivable arising from the disposal of the former subsidiary of approximately HK$27 million previously made for the year ended 31 March 2001 was appropriate and still required at the balance sheet date. Any adjustments to these amounts would have a consequential effect on the net liabilities position of the Group and the Company as at 31 March 2003 and the accumulated losses of the Group and the Company brought forward from the prior years.

4. Certain margin and other loans receivable of approximately HK$240 million

There are certain margin and other loans receivable of approximately HK$171 million and HK$69 million recorded respectively in the accounts of the Company and Seapower Finance Limited, its wholly-owned subsidiary, for which full provisions had been made in the previous years. The auditors have been unable to carry out auditing procedures to confirm the completeness and accuracy of these margin and other loans receivable for which they have also been unable to obtain sufficient documentary evidence and explanations necessary for assessing their recoverability. Therefore, the auditors have been unable to confirm the carrying value of the margin and other loans receivable and whether the provisions previously made were appropriate and still required at the balance sheet date. Any adjustments to these amounts of provisions previously made would have a consequential effect on the net liabilities position of the Group and the Company as at 31 March 2003 and the accumulated losses of the Group and the Company brought forward from the prior years.

5. Interests in an associate

The Group made investment of approximately HK$53 million in one associate, namely P.T. Inatai Golden Furniture Industries in which the Group has equity interests of 32%, against which full provision had been made in the prior years. The Group has no significant influence on the operational and financial decisions of this associate and as such, equity method had been discontinued for accounting the Group’s share of results and the interests in this associate in the previous years. There were neither audited financial statements nor financial information available concerning the financial position of this associate. The auditors have been unable to confirm the existence, ownership and carrying value of the interest in this associate and whether the provisions previously made by the Group were appropriate and still required at the balance sheet date. Any adjustment to this amount of the provision would have a consequential effect on the Group’s net liabilities as at 31 March 2003 and the accumulated losses of the Group brought forward from the prior years.

6. Deposits paid for two other investments

The Company made aggregate payments of approximately HK$34.5 million for the investments in two companies, namely Fujian Tel Network and 廣州粵鋼物資供應有限公司 , against which full provisions had been made in the prior years. The auditors have been unable to obtain the documentary evidence for ascertaining the commercial substance of these two payments and sufficient information and representation necessary for assessing the recoverability of these deposits. Therefore, the auditors have been unable to satisfy themselves as to whether the full provisions for these deposits previously made were appropriate and still required at the balance sheet date. Any adjustment to these provisions would have a consequential effect on the net liabilities of the Group and the Company as at 31 March 2003 and the accumulated losses of the Group and the Company brought forward from the last year.

7. Fundamental uncertainty relating to the going concern basis of the Group

In forming their opinion, the auditors have considered the adequacy of the disclosures made on note 1(b) concerning the basis of the preparation of the financial statements by the Provisional Liquidators of the Company. As more fully disclosed in note 1(b) the Group’s financial statements have been prepared on a going concern basis, the validity of which is dependent on the successful completion in full of the terms and conditions of the conditional restructuring agreement made by the Provisional Liquidators, on behalf of the Company, with an investor on 14 May 2003 (“Restructuring Agreement”) and, in particular:

(i) that issuance of certain new shares of the Company to the investor at the consideration of HK$46 million (“Subscription Proceeds”), pursuant to the subscription agreement as a part of the Restructuring Agreement, will be completed;
(ii) that indebtedness of the Company’s creditors (other than the preferential creditors) to be discharged in full, pursuant to the schemes under debt restructuring as part of the Restructuring Agreement, at the consideration of making distribution to the scheme creditors on the pro-rata basis which comprises a cash payment of HK$38 million from the above-mentioned Subscription Proceeds plus any cash held by the Company on the completion date, and issuance of 96,000,000 new shares of the Company; and

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(iii) that working capital facilities to be provided and procured by the investor to the Company, at terms to be agreed from time to time, such that the Group will have sufficient working capital for its operations for a period of 12 months after the completion of the Restructuring Agreement.

In forming their opinion the auditors also evaluated the overall adequacy of the presentation of information in the financial statements. They believe that their audit provides a reasonable basis for their opinion.

DISCLAIMER OF OPINION

Because of the significance of each of (a) the fundamental uncertainty relating to the going concern basis of the Group and (b) the possible effect of the limitations in evidence available to them as referred to in the basis of opinion section above, the auditors are unable to form an opinion as to whether the financial statements give a true and fair view of the state of affairs of the Company and of the Group as at 31 March 2003 or of the loss and cash flows of the Group for the year then ended and as to whether the financial statements have been properly prepared in accordance with the disclosure requirements of the Hong Kong Companies Ordinance.

In respect alone of the limitations on their work set out in the basis of opinion section of the auditors’ report:

the auditors have not obtained all the information and explanations that they considered necessary for the purpose for their audit; and
the auditors were unable to determine whether proper books of accounts have been kept.

Without further qualifying their opinion, the auditors draw attention to the fact that because their opinion dated 23 September 2003 on the financial statements in respect of the Group and the Company for the prior year ended 31 March 2002 was disclaimed on the account of various scope limitations for reasons as referred to that report for the year ended 31 March 2002, the comparative amounts shown in these financial statements may not be comparable with the amounts for the current year.

DISCUSSION AND ANALYSIS FOR THE YEAR ENDED 31 MARCH 2003

BUSINESS REVIEW

For the year ended 31 March 2003, the Group recorded a consolidated turnover of approximately HK$16.9 million, all of which was attributable to the cold storage warehousing and logistics management businesses. Net loss for the year was approximately HK$47.7 million. Loss from operations was approximately HK$4.9 million for the year, compared with approximately HK$1,394.2 million in the year 2002. During the year ended 31 March 2002, the Group had disposed of most of its properties including those properties previously used for the Group’s cold storage operations in Hong Kong, and all investment properties (except for 24 townhouses located in Beijing, the PRC) in order to reduce the liabilities of the Group. All of the cold storage warehousing and logistics operations in Hong Kong were closed before the balance sheet date of 31 March 2002.

CONTINGENT LIABILITIES

The Company’s guarantees given to the financial institutions in respect of credit facilities utilised by its subsidiaries amounting to approximately HK$193 million (2002: HK$200 million), out of which approximately HK$188 million (2002: HK$180 million) have been fully crystallised and converted into liabilities upon default in repayment by the subsidiaries.

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CHARGES ON ASSETS

At the balance sheet date, the following assets of the Group have been pledged to secure credit facilities granted to and utilised by the Group:

Other property, plant and equipment Other receivables Bank deposits	The Group 2003 2002 *HK$’000* HK$’000 16,802 29,247 52 52 1,692 1,715 18,546 31,014	The Group 2003 2002 *HK$’000* HK$’000 16,802 29,247 52 52 1,692 1,715 18,546 31,014
		31,014

CAPITALIZATION AND FINANCIAL POSITION

The Group’s net liabilities amounted to approximately HK$1,304.1 million as at 31 March 2003 (2002: HK$1,252.3 million). Cash and bank balances and total bank and other borrowings amounted to HK$8.3 million (2002: HK$9.6 million) and HK$515.6 million (2002: HK$534.8 million), respectively, as at the year end date. The Group’s borrowings from the creditor banks were not repaid according to the schedules set by the creditor banks and, consequently, were due for immediate repayment, and accordingly, the entire outstanding amounts were reclassified as current liabilities.

Bank and other borrowings were predominately in Hong Kong dollar with remaining 7% in US dollar and Australian dollar. Hence, foreign exchange risk is minimal. Bank and other borrowings were subject to floating interest rates. The Group did not use financial instruments for hedging purposes; and did not have foreign currency net investments being hedged by currency borrowings and other hedging instruments.

EMPLOYEES

The Group had approximately 20 employees in Hong Kong, elsewhere in China and Australia as at 31 March 2003. The Group ensures that pay scales of its employees are rewarded on a performance-related basis within the general framework of the Group’s remuneration strategy.

RESTRUCTURING OF THE GROUP

The Restructuring Proposal, if successfully implemented, will, amongst other things, result in:

a) a restructuring of the share capital of the Company whereby the par value of the issued shares will be reduced from HK$0.05 to HK$0.01 each through par reduction, share consolidation and share subdivision as contained in the capital restructuring;
b) all the creditors of the Company discharging and waiving their claims against the Company pursuant to the Schemes;
c) MRL holding a controlling interest in the issued share capital of the Company; and
d) the resumption of trading in the new shares of the Company upon Completion subject to sufficient public float being restored.

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PROSPECTS

The Provisional Liquidators consider that the Restructuring Agreement can be completed in accordance with its terms.

PURCHASE, SALE OR REDEMPTION OF LISTED SECURITIES

PUBLICATION OF ANNUAL RESULTS ON THE STOCK EXCHANGE’S WEBSITE

All the information of the annual results of the Group for the year ended 31 March 2003 as required by paragraphs 45(1) to 45(3) inclusive of Appendix 16 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited will be published on the Stock Exchange’s website (www.hkex.com.hk) in due course.

For and on behalf of SEAPOWER RESOURCES INTERNATIONAL LIMITED (Provisional Liquidators Appointed) Cosimo Borrelli W.K. Fan

Joint and Several Provisional Liquidators

23 September 2003

Please also refer to the published version of this announcement in The Standard.

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AI assistant

Central Development Holdings Limited — Annual Report 2002

49236_rns_2003-09-24_dda04726-a4d8-45e2-ac39-066c044feedb.pdf

SEAPOWER RESOURCES INTERNATIONAL LIMITED 海暉國際實業有限公司

ANNOUNCEMENT OF FINANCIAL RESULTS FOR THE TWO YEARS ENDED 31 MARCH 2002 AND 2003

RESULTS FOR THE YEAR ENDED 31 MARCH 2002

1. BASIS OF PREPARATION

(a) Background and Principal Activities

b) Going Concern Basis

2. PRIOR YEAR ADJUSTMENTS

3. SEGMENT TURNOVER AND RESULTS

(a) Business Segments

(b) Geographical Segments

4. LOSS FROM OPERATIONS

5.

6. DIVIDENDS

7. LOSS PER SHARE

8. COMPARATIVE FIGURES

SUMMARY OF AUDITORS’ REPORT FOR THE YEAR ENDED 31 MARCH 2002

BASIS OF OPINION

Scope limitations arising from the prior year’s audit scope limitations affecting opening balances

Scope limitations arising from the audit for the current year

4. Certain margin and other loans receivable of approximately HK$240 million

5. Interests in an associate

6. Deposits paid for two other investments

7. Fundamental uncertainty relating to the going concern basis of the Group

DISCLAIMER OF OPINION

DISCUSSION AND ANALYSIS FOR THE YEAR ENDED 31 MARCH 2002

BUSINESS REVIEW

CONTINGENT LIABILITIES

CHARGES ON ASSETS

CAPITALIZATION AND FINANCIAL POSITION

EMPLOYEES

RESTRUCTURING OF THE GROUP

PROSPECTS

PURCHASE, SALE OR REDEMPTION OF LISTED SECURITIES

PUBLICATION OF ANNUAL RESULTS ON THE STOCK EXCHANGE’S WEBSITE

RESULTS FOR THE YEAR ENDED 31 MARCH 2003

1. BASIS OF PREPARATION

(a) Background and principal activities

b) Going Concern Basis

2. SEGMENT TURNOVER AND RESULTS

(a) Business Segments

(b) Geographical Segments

3. LOSS FROM OPERATIONS

4. TAXATION — CREDIT/(CHARGE)

5. DIVIDENDS

6. LOSS PER SHARE

SUMMARY OF AUDITORS’ REPORT FOR THE YEAR ENDED 31 MARCH 2003

BASIS OF OPINION

Scope limitations arising from audit scope limitations for the year ended 31 March 2001 affecting opening balances

Scope limitations arising from the auditors’ audits for the two years ended 31 March 2003 and 2002

4. Certain margin and other loans receivable of approximately HK$240 million

5. Interests in an associate

6. Deposits paid for two other investments

7. Fundamental uncertainty relating to the going concern basis of the Group

DISCLAIMER OF OPINION

DISCUSSION AND ANALYSIS FOR THE YEAR ENDED 31 MARCH 2003

BUSINESS REVIEW

CONTINGENT LIABILITIES

CHARGES ON ASSETS

CAPITALIZATION AND FINANCIAL POSITION

EMPLOYEES

RESTRUCTURING OF THE GROUP

PROSPECTS

PURCHASE, SALE OR REDEMPTION OF LISTED SECURITIES

PUBLICATION OF ANNUAL RESULTS ON THE STOCK EXCHANGE’S WEBSITE

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Central Development Holdings Limited Annual Report 2002