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Dragon Mining Limited Interim / Quarterly Report 2014

Dec 6, 2013

50109_rns_2013-12-06_bb1333cd-d7ae-4d15-849d-0e54c8558985.pdf

Interim / Quarterly Report

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Interim Report 2013/14

The board of directors (the “Board”) of Samson Paper Holdings Limited (the “Company”) is pleased to announce the unaudited condensed consolidated interim results of the Company and its subsidiaries (the “Group”) for the six months ended 30 September 2013 together with comparative figures for the corresponding period in 2012, and the unaudited condensed consolidated balance sheet of the Group as at 30 September 2013 with audited comparative figures as at 31 March 2013. The unaudited condensed consolidated interim financial statements have been reviewed by the Company’s audit committee.

CONDENSED CONSOLIDATED PROFIT AND LOSS ACCOUNT

Note
Revenue
4
Cost of sales
Gross profit
Other gains and income, net
Selling expenses
Administrative expenses
Other operating income/(expenses)
Operating profit
5
Finance costs
Profit before taxation
Taxation
6
Profit for the period
Attributable to:
Owners of the Company
Non-controlling interests
Earnings per share
— Basic
7
— Diluted
7
Interim dividend per share
Interim dividends
8
Unaudited
Six months ended 30 September
2013
2012
HK$’000
HK$’000
2,571,314
2,419,228
(2,338,629)
(2,201,700)
232,685
217,528
16,430
42,155
(89,435)
(86,404)
(93,698)
(95,190)
19,244
(2,690)
85,226
75,399
(51,157)
(42,593)
34,069
32,806
(6,797)
(6,593)
27,272
26,213
26,525
25,287
747
926
27,272
26,213
HK2.2 cents
HK2.1 cents
HK2.1 cents
HK2.0 cents
HK0.4 cent
HK0.4 cent
5,092
5,092

Interim Report 13/14

1

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Profit for the period
Other comprehensive income
Item that may be reclassified subsequently to profit and loss:
— Currency translation differences
Other comprehensive income for the period, net of tax
Total comprehensive income for the period
Total comprehensive income attributable to:
— Owners of the Company
— Non-controlling interests
Total comprehensive income for the period
Unaudited
Six months ended 30 September
2013
2012
HK$’000
HK$’000
27,272
26,213
15,771
2,170
15,771
2,170
43,043
28,383
41,182
27,458
1,861
925
43,043
28,383
Unaudited
Six months ended 30 September
2013
2012
HK$’000
HK$’000
27,272
26,213
15,771
2,170
15,771
2,170
43,043
28,383
41,182
27,458
1,861
925
43,043
28,383
2,170
28,383
27,458
925
28,383

2 Samson Paper Holdings Limited

CONDENSED CONSOLIDATED BALANCE SHEET

As at 30 September 2013

Note
Non-current assets
Property, plant and equipment
9
Prepaid premium for land leases
9
Investment properties
Intangible assets
10
Available-for-sale financial assets
Non-current deposit
Deferred tax assets
Current assets
Inventories
Accounts receivable, deposits and prepayments
11
Financial assets at fair value through profit or loss
Taxation recoverable
Restricted bank deposits
Bank balances and cash
Non-current asset held for sale
Current liabilities
Accounts payable and other payables
12
Trust receipt loans
13
Taxation payable
Derivative financial instruments
Borrowings
13
Net current assets
Total assets less current liabilities
Unaudited
30 September
2013
HK$’000
1,732,393
156,879
163,601
46,627
5,373
6,527
8,988
2,120,388
675,168
1,876,851
740
2,619
223,392
397,648
3,176,418
110,000
3,286,418
1,530,151
693,884
20,686
511
710,823
2,956,055
330,363
2,450,751
Audited
31 March
2013
HK$’000
1,695,826
157,483
163,601
47,536
5,624
8,165
8,249
2,086,484
704,536
1,768,326
675
890
182,948
392,307
3,049,682
110,000
3,159,682
1,339,738
774,408
12,523
769
680,482
2,807,920
351,762
2,438,246

3

Interim Report 13/14

CONDENSED CONSOLIDATED BALANCE SHEET (CONTINUED)

As at 30 September 2013

Note
Equity
Equity attributable to owners of the Company
Share capital
14
Reserves
Proposed dividend
Non-controlling interests
Total equity
Non-current liabilities
Accounts payable
12
Borrowings
13
Deferred tax liabilities
Unaudited
30 September
2013
HK$’000
127,315
1,512,736
5,092
1,517,828
1,645,143
109,307
1,754,450
1,486
627,006
67,809
696,301
2,450,751
Audited
31 March
2013
HK$’000
127,315
1,476,646
14,005
1,490,651
1,617,966
107,446
1,725,412
1,486
641,581
69,767
712,834
2,438,246

4

Samson Paper Holdings Limited

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

For the six months ended 30 September 2013

Net cash inflow/(outflow) from operating activities
Net cash outflow from investing activities
Net cash outflow from financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at 1 April
Effect of change in exchange rate on cash and cash equivalents
Cash and cash equivalents at 30 September
Analysis of balances of cash and cash equivalents
Bank balances and cash
Bank overdrafts
Unaudited
Six months ended 30 September
2013
2012
HK$’000
HK$’000
148,851
(27,639)
(40,866)
(151,255)
(104,739)
(1,476)
3,246
(180,370)
389,452
763,675
3,936
5,585
396,634
588,890
397,648
590,172
(1,014)
(1,282)
396,634
588,890

Interim Report 13/14

5

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the six months ended 30 September 2013

At 1 April 2012
Comprehensive income
Profit for the period
Other comprehensive income
Currency translation differences
Total comprehensive income
Transactions with owners
2011–2012 final dividend payable
Proposed 2012–2013 interim dividend
At 30 September 2012
At 1 April 2013
Comprehensive income
Profit for the period
Other comprehensive income
Currency translation differences
Total comprehensive income
Transactions with owners
2012–2013 final dividend payable
Proposed 2013–2014 interim dividend
At 30 September 2013
Attrib utable to own Unaudited
ers of the Company
Retained
earnings
Subtotal
HK$’000
HK$’000
682,252
1,522,441
25,287
25,287

2,171
25,287
27,458
(12,477)
(12,477)
Unaudited
ers of the Company
Retained
earnings
Subtotal
HK$’000
HK$’000
682,252
1,522,441
25,287
25,287

2,171
25,287
27,458
(12,477)
(12,477)
Non-
controlling
interests
HK$’000
104,801
926
(1)
925
Total
HK$’000
1,627,242
26,213
2,170
28,383
(12,477)
Share
capital
HK$’000
127,315



Other
reserves
HK$’000
712,874

2,171
2,171
Retained
earnings
HK$’000
682,252
25,287

25,287
(12,477)
127,315
715,045
689,970
5,092
1,532,330
5,092
105,726
1,638,056
5,092
127,315
127,315



715,045
753,435

14,657
14,657
695,062
737,216
26,525

26,525
(14,005)
1,537,422
1,617,966
26,525
14,657
41,182
(14,005)
105,726
107,446
747
1,114
1,861
1,643,148
1,725,412
27,272
15,771
43,043
(14,005)
127,315
768,092
744,644
5,092
1,640,051
5,092
109,307
1,749,358
5,092
127,315 768,092 749,736 1,645,143 109,307 1,754,450

Other reserves comprise share premium, assets revaluation reserve, capital reserve and exchange fluctuation reserve.

6 Samson Paper Holdings Limited

Notes

1. GENERAL INFORMATION

The principal activity of the Company is investment holding. The principal activities of the subsidiaries are manufacturing, trading and marketing of paper products. The Group is also engaged in the trading of consumable aeronautic parts and marine services. Detailed analysis of these business segments are set out in note 4 to the accounts.

The Company is a limited liability company incorporated in Bermuda. The address of its registered office is 3/F Seapower Industrial Centre, 177 Hoi Bun Road, Kwun Tong, Hong Kong.

The Company has its primary listing on The Stock Exchange of Hong Kong Limited.

These unaudited condensed consolidated interim accounts are presented in Hong Kong dollars, unless otherwise stated. These unaudited condensed consolidated interim accounts have been approved for issue by the Board of Directors on 29 November 2013.

2. BASIS OF PREPARATION AND ACCOUNTING POLICIES

These unaudited condensed consolidated interim accounts for the six months ended 30 September 2013 have been prepared in accordance with Hong Kong Accounting Standard (“HKAS”) 34 “Interim Financial Reporting” issued by the Hong Kong Institute of Certified Public Accountants (“HKICPA”).

These unaudited condensed consolidated interim accounts should be read in conjunction with the annual consolidated accounts for the year ended 31 March 2013, which have been prepared in accordance with Hong Kong Financial Reporting Standards (“HKFRSs”).

Except as described below, the accounting policies adopted are consistent with those of the annual consolidated accounts for the year ended 31 March 2013, as described in those annual consolidated accounts.

Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual earnings.

The following amendments to standard are mandatory for the first time for the financial year beginning 1 April 2013 and adopted by the Group:

HKFRS 1 (Amendment) Government Loans
HKFRS 7 (Amendment) Disclosures — Offsetting Financial Assets and Financial Liabilities
HKFRS 10 Consolidated Financial Statements
HKFRS 11 Joint Arrangements
HKFRS 12 Disclosure of Interests in Other Entities
HKFRS 13 Fair Value Measurement
HKAS 1 (Amendment) Presentation of Items of Other Comprehensive Income
HKAS 19 (Revised 2011) Employee Benefits
HKAS 27 (Revised 2011) Separate Financial Statements
HKAS 28 (Revised 2011) Investments in Associates and Joint Ventures
HK(IFRIC) — Int 20 Stripping Costs in the Production Phase of a Surface Mine
Amendments to HKFRS 10, HKFRS 11 Consolidated Financial Statements, Joint Arrangements and Disclosure of Interests in
and HKFRS 12 Other Entities: Transition Guidance
Annual Improvement Project Annual improvements 2009–2011 Cycle

The adoption of the above new and revised standards and interpretation has no significant impact to the Group’s financial position for all periods presented in this report.

Interim Report 13/14

7

2. BASIS OF PREPARATION AND ACCOUNTING POLICIES (CONTINUED)

The following new and revised standards and interpretation have been issued but are not effective for the financial year beginning on 1 April 2013 and have not been early adopted by the Group:

HKAS 32 (Amendment) Offsetting Financial Assets and Financial Liabilities[1] HKFRS 9 Financial Instruments[2] Amendments to HKFRS 10, HKFRS 12 Investment Entities[1] and HKAS 27 (2011) HKFRS 7 and HKFRS 9 (Amendment) Mandatory Effective Date of HKFRS 9 and Transition Disclosures[2] HKAS 36 (Amendment) Recoverable Amount Disclosures for Non-Financial Assets[1] HKAS 39 (Amendment) Novation of Derivatives and Continuation of Hedge Accounting[1] HK (IFRIC) — Int 21 Levies[1]

  • 1 Effective for annual periods beginning on or after 1 January 2014

  • 2 Effective for annual periods beginning on or after 1 January 2015

The directors of the Company are currently assessing the impact on their adoption and the impact of adoption of these new standards, revised standards and amendments and interpretations to existing standards in future periods is not currently known or cannot be reasonably estimated.

3. FINANCIAL RISK MANAGEMENT

3.1 Financial risk factors

The Group’s activities expose it to a variety of financial risks: market risk (including currency risk, price risk and cash flow interest-rate risk), credit risk and liquidity risk.

The condensed consolidated interim financial information does not include all financial risk management information and disclosures required in the annual financial statements, and should be read in conjunction with the Group’s annual financial statements as at 31 March 2013. There have been no significant changes in the risk management policies since the year end.

3.2 Fair value estimation

The table below analyses financial instruments carried at fair value by valuation method. The different levels have been defined as follows:

  • Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1).

  • Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2).

  • Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).

8 Samson Paper Holdings Limited

3. FINANCIAL RISK MANAGEMENT (CONTINUED)

3.2 Fair value estimation (continued)

The following table presents the Group’s assets/(liabilities) that are measured at fair value at 30 September 2013.

Financial assets at fair value through profit or loss
— Trading securities
Available-for-sale financial assets
— Insurance policy
— Other investment
Derivative financial instruments
— Interest rate swap
Level 1
HK$’000
740




740
Level 2
HK$’000




(511)
(511)
Level 3
HK$’000

4,204
1,169
5,373

5,373
Total
HK$’000
740
4,204
1,169
5,373
(511)
5,602

The following table presents the Group’s assets/(liabilities) that were measured at fair value at 31 March 2013.

Financial assets at fair value through profit or loss
— Trading securities
Available-for-sale financial assets
— Insurance policy
— Other investment
Derivative financial instruments
— Interest rate swap
Level 1
HK$’000
675




675
Level 2
HK$’000




(769)
(769)
Level 3
HK$’000

4,204
1,420
5,624

5,624
Total
HK$’000
675
4,204
1,420
5,624
(769)
5,530

There has been no transfer of financial assets and liabilities between levels 1, 2 and 3 during the period.

The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm’s length basis. The quoted market price used for financial assets held by the Group is the current bid price. These instruments are included in level 1.

9

Interim Report 13/14

3. FINANCIAL RISK MANAGEMENT (CONTINUED)

3.2 Fair value estimation (continued)

The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value as instrument are observable, the instrument is included in level 2.

If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. There is no quoted market price in an active market for certain financial assets and for which the range of other methods of reasonably estimating fair value is significant and the probabilities of the various estimates cannot be reasonably assessed without incurring excessive costs.

The following table presents the changes in level 3 instruments:

Opening
Additions
Disposals
Net changes in fair value transferred to equity
Closing
Unaudited
30 September
2013
HK$’000
5,624

(251)

5,373
Audited
31 March
2013
HK$’000
5,258
252

114
5,624

The carrying amount of receivables, bank balances, payables and bank borrowings are assumed to approximate their fair values. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments.

4. SEGMENT INFORMATION

The chief operating decision-maker has been identified as the Executive Directors. The Executive Directors review the Group’s internal reporting in order to assess performance and allocate resources. Management has determined the operating segments based on the reports reviewed by the Executive Directors.

The Executive Directors consider the performance of the Group from the perspective of the nature of products and services. The chief operating decision-maker assesses the performance of the operating segments based on a measure of segment profit/loss without allocation of finance costs which is consistent with that in the accounts.

As at 30 September 2013, the Group is organised on a worldwide basis into three main business segments:

  • (1) Paper trading: trading and marketing of paper products;

  • (2) Paper manufacturing: manufacturing of paper products in Shandong, the People’s Republic of China (the “PRC”);

  • (3) Others: including trading and marketing of aeronautic parts and provision of related services and the provision of marine services to marine, oil and gas industries.

Segment assets consist primarily of property, plant and equipment, prepaid premium for land leases, investment properties, intangible assets, inventories, receivables, financial instruments, non-current asset held for sale and operating cash. They exclude deferred tax assets and taxation recoverable.

10 Samson Paper Holdings Limited

4. SEGMENT INFORMATION (CONTINUED)

The segment information for the six months ended 30 September 2013 and as at 30 September 2013 are as follows:

SEGMENT RESULTS
Total segment revenue
Inter-segment revenue
Revenue from external customers
Reportable segment results
Corporate expenses
Operating profit
Finance costs
Profit before taxation
Taxation
Profit for the period
OTHER PROFIT AND LOSS ITEMS
Depreciation
Amortisation charges
SEGMENT ASSETS
Reportable segment assets
Taxation recoverable
Deferred tax assets
Corporate assets
Total assets

Paper trading
HK$’000
2,264,038
(12,454)
2,251,584
66,731
5,206
857
Paper trading
HK$’000
3,075,334
Unaudited
Six months ended 30 September 2013
Paper
manufacturing
Others
HK$’000
HK$’000
376,257
72,926
(126,040)
(3,413)
250,217
69,513
21,241
2,070
21,361
4,261
1,788
38
Unaudited
As at 30 September 2013
Paper
manufacturing
Others
HK$’000
HK$’000
2,152,433
166,140

Total
HK$’000
2,713,221
(141,907)
2,571,314
90,042
(4,816)
85,226
(51,157)
34,069
(6,797)
27,272
30,828
2,683
Total
HK$’000
5,393,907
2,619
8,988
1,292
5,406,806

Interim Report 13/14

11

4. SEGMENT INFORMATION (CONTINUED)

The segment information for the six months ended 30 September 2012 and as at 31 March 2013 are as follows:

SEGMENT RESULTS
Total segment revenue
Inter-segment revenue
Revenue from external customers
Reportable segment results
Corporate expenses
Operating profit
Finance costs
Profit before taxation
Taxation
Profit for the period
OTHER PROFIT AND LOSS ITEMS
Depreciation
Amortisation charges
SEGMENT ASSETS
Reportable segment assets
Taxation recoverable
Deferred tax assets
Corporate assets
Total assets
Paper trading
HK$’000
2,175,788
(80,632)
2,095,156
57,459
5,175
722
Paper trading
HK$’000
2,930,047
Unau
Six months ended 3
Paper
manufacturing
HK$’000
390,193
(132,174)
258,019
17,907
16,831
1,696
Aud
As at 31 M
Paper
manufacturing
HK$’000
2,134,514
dited
0 September 2012
Others
HK$’000
68,210
(2,157)
66,053
5,060
4,195
36
ited
arch 2013
Others
HK$’000
172,387
Total
HK$’000
2,634,191
(214,963)
2,419,228
80,426
(5,027)
75,399
(42,593)
32,806
(6,593)
26,213
26,201
2,454
Total
HK$’000
5,236,948
890
8,249
79
5,246,166

12 Samson Paper Holdings Limited

4. SEGMENT INFORMATION (CONTINUED)

The Group’s three operating segments operate in the following geographical areas, even though they are managed on a worldwide basis.

An analysis of the Group’s revenue for the period by geographical areas is as follows:

Hong Kong
The PRC_(note)_
Singapore
Korea
Malaysia
USA
Unau
Six months ende
2013
HK$’000
494,837
1,683,992
65,252
270,073
51,971
5,189
2,571,314
dited
d 30 September
2012
HK$’000
617,600
1,503,199
61,874
203,155
31,350
2,050
2,419,228

Note: The PRC, for the presentation purpose in these accounts, excludes Hong Kong Special Administrative Region of the PRC, Macau Special Administrative Region of the PRC and Taiwan.

5. OPERATING PROFIT

Operating profit is stated after crediting and charging the following:

Crediting
Fair value gain on investment properties
Interest income
Provision for impairment on inventories written back
Provision for impairment on receivables written back
Charging
Depreciation of property, plant and equipment
Amortisation of prepaid premium for land leases
Amortisation of intangible assets
Provision for impairment on inventories
Provision for impairment on receivables
Unau
Six months ende
2013
HK$’000

5,149
4,720
16,710
30,828
2,238
445

3,555
dited
d 30 September
2012
HK$’000
22,304
9,482

1,365
26,201
2,140
314
4,188
3,318

13

Interim Report 13/14

6. TAXATION

Hong Kong profits tax has been provided for at the rate of 16.5% (2012: 16.5%) on the estimated assessable profit for the period. Taxation on overseas profits has been calculated on the estimated assessable profit for the period at the rates of taxation prevailing in the countries in which the Group operates.

The amount of taxation charged to the condensed consolidated profit and loss account represents:

Hong Kong profits tax
Overseas taxation
Deferred taxation relating to origination and reversal of temporary differences
Unau
Six months ende
2013
HK$’000
4,356
2,441

6,797
dited
d 30 September
2012
HK$’000
1,872
4,575
146
6,593

7. EARNINGS PER SHARE

(a) Basic

Basic earnings per share is calculated by dividing the profit attributable to the owners of the Company less preference dividends of HK$25,072,000 (2012: HK$23,993,000) by the weighted average number of 1,141,076,000 (2012: 1,141,076,000) ordinary shares in issue during the period.

(b) Diluted

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The Company has one category of dilutive potential ordinary shares: preference shares. The Company has a share option scheme but no share option (2012: Nil) has been granted under the scheme.

Profit attributable to owners of the Company_(HK$’000)
Weighted average number of ordinary shares in issue
(’000)
Adjustments for:
— Assumed conversion of preference shares
(’000)
Weighted average number of shares for diluted earnings per share
(’000)_
Diluted earnings per share
Unau
Six months ende
2013
26,525
1,141,076
132,065
1,273,141
HK2.1 cents
dited
d 30 September
2012
25,287
1,141,076
132,065
1,273,141
HK2.0 cents

14 Samson Paper Holdings Limited

8. INTERIM DIVIDENDS

Proposed — HK$0.004 (2012: HK$0.004) per ordinary share
Proposed — HK$0.004 (2012: HK$0.004) per preference share
Unau
Six months ende
2013
HK$’000
4,564
528
5,092
dited
d 30 September
2012
HK$’000
4,564
528
5,092

At a meeting held on 29 November 2013, the Directors proposed an interim dividend of HK$0.004 per share. This proposed dividend is not reflected as a dividend payable in these condensed accounts, but will be reflected as an appropriation of retained earnings for the year ending 31 March 2014.

9. PROPERTY PLANT AND EQUIPMENT AND PREPAID PREMIUM FOR LAND LEASES

Six months ended 30 September 2012
Opening net book amount at 1 April 2012
Currency translation differences
Additions
Disposals
Depreciation and amortisation
Closing net book amount at 30 September 2012
Six months ended 30 September 2013
Opening net book amount at 1 April 2013
Currency translation differences
Additions
Transfer
Disposals
Depreciation and amortisation
Closing net book amount at 30 September 2013
Property, plant and
equipment
HK$’000
1,194,666
97
23,842
(2,520)
(30,232)
1,185,853
1,324,080
12,851
20,775
1,316
(1,057)
(34,157)
1,323,808
Unaudited
Prepaid premium for
land leases
HK$’000
159,762
(118)


(2,350)
157,294
157,483
1,634


(2,238)
156,879
Construction in
progress
HK$’000
326,660
757
137,165

464,582
371,746
3,857
34,298
(1,316)

408,585

Interim Report 13/14

15

10. INTANGIBLE ASSETS

Six months ended 30 September 2012
Opening net book amount at 1 April 2012
Currency translation differences
Additions
Amortisation
Closing net book amount at 30 September 2012
Six months ended 30 September 2013
Opening net book amount at 1 April 2013
Currency translation differences
Additions
Amortisation
Closing net book amount at 30 September 2013
Unaudited
HK$’000
44,653
974
3,121
(314)
48,434
47,536
(485)
21
(445)
46,627

11. ACCOUNTS RECEIVABLE, DEPOSITS AND PREPAYMENTS

Accounts receivable — net of provision
Other receivables, deposits and prepayments
Unaudited
30 September 2013
HK$’000
1,347,819
529,032
1,876,851
Audited
31 March 2013
HK$’000
1,100,971
667,355
1,768,326

The carrying values of the Group’s accounts and other receivables approximate their fair values.

The Group normally grants credit to customers ranging from 30 to 90 days.

The aging analysis of accounts receivable is as follows:

Current to 60 days
61 to 90 days
Over 90 days
Unaudited
30 September 2013
HK$’000
1,055,512
151,806
140,501
1,347,819
Audited
31 March 2013
HK$’000
838,037
136,097
126,837
1,100,971

There was no concentration of credit risk with respect to accounts receivable as the Group had a large number of customers, which were widely dispersed within Hong Kong, the PRC and other countries.

16 Samson Paper Holdings Limited

12. ACCOUNTS PAYABLE AND OTHER PAYABLES

Accounts and bills payables
Accruals and other payables
Dividend payable
Less: non-current portions:
Accounts payable
Unaudited
30 September 2013
HK$’000
1,395,836
121,796
14,005
1,531,637
(1,486)
1,530,151
Audited
31 March 2013
HK$’000
1,154,538
186,686
1,341,224
(1,486)
1,339,738

The carrying values of the gross accounts payable and other payables approximate their fair values.

The aging analysis of accounts and bills payables is as follows:

Current to 60 days
61 to 90 days
Over 90 days
Unaudited
30 September 2013
HK$’000
1,071,848
180,840
143,148
1,395,836
Audited
31 March 2013
HK$’000
922,722
126,027
105,789
1,154,538

Interim Report 13/14

17

13. BORROWINGS

Non-current
Bank loans — unsecured
Bank loans — secured_(note 17)
Finance lease liabilities
Total non-current borrowings
Current
Trust receipt loans — unsecured
Trust receipt loans — secured
(note 17)
Bank loans — unsecured
Bank loans — secured
(note 17)_
Bank overdrafts
Finance lease liabilities
Total current borrowings
Total borrowings
Unaudited
30 September 2013
HK$’000
546,363
76,107
4,536
627,006
538,061
155,823
693,884
678,268
29,262
1,014
2,279
710,823
1,404,707
2,031,713
Audited
31 March 2013
HK$’000
595,770
41,484
4,327
641,581
703,220
71,188
774,408
646,146
29,227
2,855
2,254
680,482
1,454,890
2,096,471

18 Samson Paper Holdings Limited

13. BORROWINGS (CONTINUED)

The Group’s bank loans, overdrafts and trust receipt loans were repayable as follows:

Within one year
In the second year
In the third to fifth years
inclusive
Bank ove
Unaudited
30 September
2013
HK$’000
1,014


1,014
rdrafts
Audited
31 March
2013
HK$’000
2,855


2,855
Bank l
Unaudited
30 September
2013
HK$’000
707,530
346,846
275,624
1,330,000
oans
Audited
31 March
2013
HK$’000
675,373
263,100
374,154
1,312,627
Trust receipt loans
Unaudited
Audited
30 September
2013
31 March
2013
HK$’000
HK$’000
693,884
774,408




693,884
774,408
Trust receipt loans
Unaudited
Audited
30 September
2013
31 March
2013
HK$’000
HK$’000
693,884
774,408




693,884
774,408
774,408

The effective interest rates at the balance sheet date on bank loans, bank overdrafts and trust receipt loans ranged from 1.9% to 7.4% per annum (31 March 2013: 1.6% to 7.0% per annum).

The carrying amounts of bank loans, bank overdrafts and trust receipt loans approximate their fair values.

Finance lease liabilities

Gross finance lease liabilities — minimum lease payments:
Not later than 1 year
Later than 1 year but not later than 5 years
Later than 5 years
Future finance charges on finance leases
Present value of finance lease liabilities
The present value of finance lease liabilities is as follows:
Not later than 1 year
Later than 1 year and no later than 5 years
Later than 5 years
Unaudited
30 September 2013
HK$’000
2,392
4,474
280
7,146
(331)
6,815
Unaudited
30 September 2013
HK$’000
2,279
4,269
267
6,815
Audited
31 March 2013
HK$’000
2,369
4,477
54
6,900
(319)
6,581
Audited
31 March 2013
HK$’000
2,254
4,275
52
6,581

At the balance sheet date, the carrying amounts of finance lease liabilities approximate their fair values.

Interim Report 13/14 19

14. SHARE CAPITAL

Authorised:
Ordinary shares
At beginning and end of the period/year
Convertible non-voting preference shares
At beginning and end of the period/year
Total
Issued and fully paid:
Ordinary shares
At beginning and end of the period/year
Convertible non-voting preference shares
At beginning and end of the period/year
Total
Number of shares
Unaudited
30 September
2013
1,456,913,987
143,086,013
1,600,000,000
1,141,075,827
132,064,935
1,273,140,762
of HK$0.10 each
Audited
31 March
2013
1,456,913,987
143,086,013
1,600,000,000
1,141,075,827
132,064,935
1,273,140,762
Share capital
Unaudited
Audited
30 September
2013
31 March
2013
HK$’000
HK$’000
145,691
145,691
14,309
14,309
160,000
160,000
114,108
114,108
13,207
13,207
127,315
127,315
Share capital
Unaudited
Audited
30 September
2013
31 March
2013
HK$’000
HK$’000
145,691
145,691
14,309
14,309
160,000
160,000
114,108
114,108
13,207
13,207
127,315
127,315
14,309
160,000
114,108
13,207
127,315

The shareholders of the Company adopted a share option scheme to comply with the requirements of Chapter 17 of the Listing Rules. As at 30 September 2013 and 31 March 2013, no share option was granted or outstanding.

15. BANK GUARANTEES

As at 30 September 2013, the Company continued to provide corporate guarantees on the banking facilities granted to the Group’s subsidiaries. The amount of such facilities utilised by the subsidiaries as at 30 September 2013 amounted to HK$2,024,898,000 (31 March 2013: HK$2,089,890,000).

16. COMMITMENTS

(a) Capital commitments

Capital expenditure committed at the balance sheet date but not yet incurred is as follows:

Property, plant and equipment
Contracted but not provided for
Unaudited
30 September 2013
HK$’000
172,369
Audited
31 March 2013
HK$’000
176,501

20 Samson Paper Holdings Limited

16. COMMITMENTS (CONTINUED)

(b) Operating lease commitments

The Group leases various warehouses under non-cancellable operating lease agreements. The lease terms are mainly between one and four years, and the majority of lease agreements are renewable at the end of the lease period at market rate.

The future aggregate minimum lease payments under non-cancellable operating leases are as follows:

Not later than one year
Later than one year and not later than five years
Later than five years
Unaudited
30 September 2013
HK$’000
28,712
24,933
2,020
55,665
Audited
31 March 2013
HK$’000
29,674
30,852
2,707
63,233

(c) Operating lease receivable

The Group leases out various warehouses under non-cancellable operating leases agreements. The lease terms are between one to five years, and the majority of lease agreements are renewable at the end of the lease period at market rate.

The future minimum lease payments receivable under non-cancellable operating leases are as follows:

Not later than one year
Later than one year and not later than five years
Unaudited
30 September 2013
HK$’000
12,381
28,107
40,488
Audited
31 March 2013
HK$’000
12,381
38,604
50,985

17. CHARGE OF ASSETS

As at 30 September 2013, trust receipt loans of HK$155,823,000 (31 March 2013: HK$71,188,000) and bank loans of HK$105,369,000 (31 March 2013: HK$70,711,000) were secured by legal charges on the Group’s land and building and investment properties with aggregate net book amount of approximately HK$216,854,000 (31 March 2013: HK$218,378,000) and non-current asset held for sale with aggregate net book amount of HK$110,000,000 (31 March 2013: HK$110,000,000 ).

21

Interim Report 13/14

18. RELATED PARTY TRANSACTIONS

Significant related party transactions, which were carried out in the normal course of the Group’s business are as follows:

(a)
Purchase of merchandise from a related company
Unau
Six months ende
2013
HK$’000
115,055
dited
d 30 September
2012
HK$’000
168,969

The above transactions were conducted at negotiated prices between transacting parties.

(b)
Payables to a related company
Unau
Six months ende
2013
HK$’000
79,888
dited
d 30 September
2012
HK$’000
91,505

The above transactions were conducted at negotiated prices between transacting parties.

(c)
Key management compensation
Key management compensation
Unau
Six months ende
2013
HK$’000
6,928
dited
d 30 September
2012
HK$’000
6,778

22 Samson Paper Holdings Limited

MANAGEMENT DISCUSSION AND ANALYSIS

The Economy

During the review period, the economic conditions in Hong Kong and China remained unclear as both areas were impacted by slow world economic growth.

The mainland economy grew by 7.8% in the third quarter of 2013, up from 7.5% in the previous quarter. The quarterly performance put the economy on course toward the official 7.5% growth target for the year. With respect to China’s gross domestic product (“GDP”), a year-on-year increase of 7.7% was recorded for the first three quarters of 2013, reaching RMB38.7 trillion. The economy has reaccelerated modestly. Stimulus measures such as increased railway and utilities investment are helping to stabilize the economy.

The Hong Kong economy expanded moderately, with the real GDP in the third quarter of 2013 up by 2.9% over the preceding year, slightly slower than the 3.2% growth in the second quarter. Due to the uncertain recovery in the US and weak EU economy, the import demand from major advanced markets remained weak. Nevertheless Hong Kong’s merchandise exports still attained a modest growth in the third quarter thanks to the comparatively resilient Mainland economy to act as a cushion.

The Paper Industry

For the reporting period, paper and board demand remained sluggish and most mills have taken market-related downtime. Despite a decrease in overall supply, paper and board prices are still stagnant, lingered at low levels due to continued lackluster demand amid a slowdown of the economy in China. Most grades’ paper prices were stable, with producers mainly focusing on boosting sales rather than prices hikes.

Overview of Operations

Financial Performance

Facing an adverse business environment, the Group is more determined to turn the challenges into opportunities. Tapping on its strong well established sales network across various cities in the Mainland, the Group adopted flexible sales and procurement strategies to expand its business in different regions while watching closely the customer credit risk in the situation of tight money supplies in the Mainland China. During the period, the Group’s turnover recorded a growth of 6.3% reaching HK$2,571,314,000. In terms of sales volume, the growth was even as high as 14.4%.

To further wither off the unfavored market conditions, the Group continued to optimize earning quality, taking further steps to streamline the logistics and warehousing arrangement with customers and suppliers as well as bargaining favorable pricing from suppliers. The operating profit for the period increased 13% to HK$85,226,000. Profit attributable to the owners of the Company was HK$26,525,000 representing a modest growth of 4.9% on the last period. Basic earnings per share were HK2.2 cents compared to HK2.1 cents for the last period.

The Group has always taken relentless efforts in controlling costs, improving operational efficiency and lowering credit risk. In view of tight monetary supplies and stringent credit policies in China, the management continued to maintain an appropriate level of cash and bank balance (including restricted bank deposit), which stood at HK$621,040,000 as at 30 September 2013. This enables the Group to leverage its robust liquidity position when necessary, bargain favorable price on procurement, lower interest costs and maintain a healthy gearing ratio — currently at approximately 44.6%. In terms of provisions for doubtful debts, it presently represents 0.14% of the Group’s total revenue. All of the measures taken also serve to reflect the Group’s healthy financial position.

23

Interim Report 13/14

By business segment, paper trading, paper manufacturing and other businesses represented 87.6%, 9.7% and 2.7% of the Group’s total turnover respectively.

Paper Business

With sales offices in over 20 cities spreading across the PRC, the Group continued to focus to serve quality customers extensively in various cities and expanding its sales for packaging boards on indent basis. As a result, the Group’s paper product business registered an increase of 6.3% in turnover from HK$2,353,000,000 to HK$2,502,000,000. In volume term, the tonnage has 14.4% growth from 407,900 mt to 466,400 mt. Operating profit rose 16.7% to HK$87,972,000.

For paper trading business, the Group boosted its sales by 7.5% to HK$2,252,000,000, with a 15.7% rise in sales tonnage, shifting its focus on expanding the sales of packaging boards in various cities in the PRC in addition to the sales of printing and writing paper.

The PRC market continued to be the main growth driver of the segment. Turnover from paper trading business in the market rose significantly by 15.2% to HK$1,430,000,000 with a growth of 21% in volume. The Hong Kong market, the Group’s second key market, represented approximately 22% of its total paper trading sales, achieved a turnover of HK$495,000,000, a decrease of 19.9% compared to the corresponding last period resulting from the downturn of the export market to overseas. As for other Asian countries, the business grew significantly by 37.3% in sales to HK$322,000,000 as more allocation of tonnage was obtained from mills for export in Korea office and more sales achieved on printing and writing paper products in Malaysia office for the period.

For paper manufacturing business, the segment reported a rise of 4.8% in sales tonnage, with a slight decrease of 3.6% in sales, including inter-segment revenue, to HK$376,000,000. Operating profit increased 18.6% to HK$21,241,000 compared to the corresponding last period with operating profit margin stood at 8.5%.

Other Businesses

The aeronautic parts and services business and marine services business recorded turnover of HK$27,594,000 and HK$37,658,000 respectively during the period under review.

Prospects

China’s economic growth gathered speed in the third quarter, this will raise confidence that the country will achieve its full year growth target of 7.5%. The outlook of the economy appears stabilized.

The government authority is working on a plan to resolve the oversupply issues. The plan’s general guidelines will be to further generate domestic consumption while tapping overseas market. Mergers and acquisitions will be encouraged, and more outdated equipment will be forced to retire under stricter clean production standards. The reported pulp and paper closure results in 2011 and the targets for 2012 and 2013 so far have hit 24.47 million tonnes, far surpassing the original goal of eliminating at least 10 million tonnes in the five-year plan from 2011 to 2015. In September, the authority has released a second list for its old pulp and paper capacity closure campaign for 2013, raising its goal from 6.21 million to 7.42 million tonnes per year. The industry consolidation and the capacity closures to a great extent should bring the market into balance in the coming years.

The Group will continue to implement a series of business quality improvement measures including business restructuring, warehouse consolidation, procurement flexibility and cost controls in order to capture the opportunities arising from the market, enhance its profitability as well as position itself well once the market rebounds. We will certainly strive to deliver favorable returns to our shareholders.

24 Samson Paper Holdings Limited

INTERIM DIVIDEND

The Board has resolved to declare the payment of an interim dividend of HK 0.4 cent (2012: HK 0.4 cent) per share for the six months ended 30 September 2013. The interim dividend will be payable to all shareholders of the Company whose names appear on the register of members of the Company on 20 December 2013. The interim dividend will be paid around 6 January 2014.

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from 18 December 2013 to 20 December 2013 (both days inclusive), during which period no transfers of shares of the Company will be registered. In order to qualify for the interim dividend, all transfers of shares accompanied by the relevant share certificates must be lodged with the Company’s branch registrar, Computershare Hong Kong Investor Services Limited at Shop 1712–16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration no later than 4:30 pm on 17 December 2013.

EMPLOYEES AND REMUNERATION POLICIES

As at 30 September 2013, the Group employed 1,810 staff members, 126 of whom are based in Hong Kong and 1,328 are based in the PRC and 356 are based in other Asian countries. The Group’s remuneration policies are primarily based on prevailing market salary levels and the performance of the Group and of the individuals concerned. In addition to salary payments, other staff benefits include performance bonuses, education subsidies, provident fund, medical insurance and the use of share option scheme to reward high-calibre staff. Training for various levels of staff is undertaken on a regular basis, consisting of development in the strategic, implementation, sales and marketing disciplines.

LIQUIDITY AND FINANCIAL RESOURCES

The Group normally finances short term funding requirements with cash generated from operations, credit facilities available from suppliers and banking facilities (both secured and unsecured) provided by our bankers. The Group uses cash flow generated from operations, long term borrowings and shareholders’ equity for the financing of long-term assets and investments. As at 30 September 2013, short term deposits plus bank balances amounted to HK$621 million (including restricted bank deposits of HK$223 million) and bank borrowings amounted to HK$2,032 million.

As at 30 September 2013, the Group’s gearing ratio was 44.6% (31 March 2013: 46.9%), calculated as net debt divided by total capital. Net debt of HK$1,411 million is calculated as total borrowings of HK$2,032 million (including trust receipt loans, short term and long term borrowings, and finance lease obligations) less cash on hand and restricted deposits of HK$621 million. Total capital is calculated as total equity of HK$1,754 million plus net debt. The current ratio (current assets divided by current liabilities) was 1.11 times (31 March 2013: 1.13 times).

With bank balances and other current assets of approximately HK$3,286 million as well as available banking and trade facilities, the directors of the Company (the “Directors”) believe the Group has sufficient working capital to meet its present requirement.

25

Interim Report 13/14

FOREIGN EXCHANGE RISK

The Group’s transaction currencies are principally denominated in Renminbi, United States dollars and Hong Kong dollars. The Group hedged its position with foreign exchange contracts and options when considered necessary. The Group has continued to obtain Renminbi loans which provide a natural hedge against currency risks. As at 30 September 2013, bank borrowings in Renminbi amounted to HK$455 million (31 March 2013: HK$482 million). The remaining borrowings are mainly in Hong Kong dollars. The majority of the Group’s borrowings bear interest costs which are based on floating interest rates.

DIRECTORS’ AND CHIEF EXECUTIVES’ INTERESTS AND SHORT POSITIONS IN THE SHARES, UNDERLYING SHARES AND DEBENTURES

As at 30 September 2013, the interests and short positions of each Director and chief executive of the Company in the shares, underlying shares and debentures of the Company and its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (the “SFO”)), as recorded in the register required to be kept by the Company under Section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies (the “Model Code”) are as follows:

(a) Long position in shares of the Company

Ordinary shares of HK$0.10 each

Number of ordinary shares beneficially held Number of ordinary shares beneficially held Number of ordinary shares beneficially held
Personal
Corporate
Family
Capacity interest interest interest Total Percentage
Mr. LEE Seng Jin Beneficial owner 128,459,688 688,533,247 33,425,112 850,418,047 74.53%
(note)
Ms. SHAM Yee Lan, Peggy Beneficial owner 1,145,112 32,280,000 816,992,935 850,418,047 74.53%
Mr. CHOW Wing Yuen Beneficial owner 1,080,000 1,080,000 0.09%

Convertible non-voting preference shares (“CP shares”) of HK$0.10 each

Number of CP shares beneficially held Number of CP shares beneficially held Number of CP shares beneficially held
Personal Corporate Family
Capacity interest interest interest Total Percentage
Mr. LEE Seng Jin Beneficial owner 132,064,935 132,064,935 100.00%
(note)

Notes: The 688,533,247 ordinary shares and 132,064,935 CP shares are held by Quinselle Holdings Limited which is wholly owned by Mr. Lee Seng Jin. Mr. Lee Seng Jin therefore deemed under the SFO to be interested in such Shares and CP Shares.

26 Samson Paper Holdings Limited

Save as disclosed above, as at 30 September 2013, none of the Directors and chief executives of the Company had any interests or short positions in the shares or underlying shares or debentures of, or had been granted, or exercised any rights to subscribe for shares (or warrants or debentures, if applicable) of, the Company and any of its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were taken or deemed to have under such provisions of the SFO), or which had been recorded in the register required to be kept under Section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code.

Other than those interests disclosed above, the Directors and chief executives of the Company also hold shares of certain subsidiaries of the Company solely for the purpose of ensuring that the relevant subsidiary has more than one member.

At no time during the period was the Company, its holding company, its subsidiaries or its associated companies a party to any arrangement to enable any Director or chief executives of the Company to acquire benefits by means of acquisition of shares in, or debentures of, the Company and its associated corporations as defined in the SFO.

(b) Short positions in shares and underlying shares of the Company

None of the Directors and the chief executive of the Company or their associates had any short positions in the shares, underlying shares and debentures of the Company or any of its associated corporation (within the meaning of Part XV of the SFO) as recorded in the register required to be kept under Section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code.

(c) Share option scheme

At the Special General Meeting of the Company held on 26 February 2004, the shareholders of the Company approved the adoption of a share option scheme (the “Option Scheme”) to comply with the requirements of Chapter 17 of the Listing Rules. As at 30 September 2013, no option was granted under the Option Scheme. A summary of the terms and conditions of the Option Scheme are set out below.

(1) Purpose

The purpose of the Option Scheme is to provide incentives to Participants (as defined below) to contribute to the Group and to enable the Group to recruit high-calibre employees and attract human resources that are valuable to the Group and any entity in which the Group holds any equity interest (the “Invested Entity”).

(2) Participants

All directors and employees of the Group and suppliers, consultants, advisors, agents, customers, service providers, contractors, any member of or any holder of any securities issued by any member of the Group or any Invested Entity.

Interim Report 13/14 27

(3) Maximum number of shares

The number of shares which may be issued upon exercise of all options to be granted under the Option Scheme and any other share option scheme(s) of the Company must not exceed 10% in the nominal amount of the issued share capital of the Company as at the date of adoption of the Option Scheme. The maximum number of share available for issue under the Option Scheme is 42,925,803 as at the date of this report.

(4) Maximum entitlement of each Participant

The maximum number of shares issued and to be issued upon exercise of the options granted to any one Participant (including both exercised and unexercised options) in any 12-month period shall not exceed one percent of the Shares in issue as at the date of grant.

(5) Time of exercise of option

An option may be exercised in accordance with the terms of the Option Scheme at any time during the period to be notified by the Board to each grantee of the option at the date of grant provided that such period shall not exceed a period of ten years from the date of grant but subject to the provisions for early termination of the option as contained in the terms of the Option Scheme.

  • (6) The eligible person shall pay HK$1.0 to the Company in consideration of the grant of an option upon acceptance of the grant of option.

(7) Exercise price

The option price per share payable on the exercise of an option is determined by the Board and shall not be less than the highest of

  • i) the closing price of the shares as stated in the daily quotations sheet of the Stock Exchange on the date of grant;

  • ii) the average closing price of the Shares as stated in the Stock Exchange’s daily quotations sheets for the five business days immediately preceding the date of grant; and

  • iii) the nominal value of a share on the date of grant.

(8) Remaining life of the Option Scheme

The Option Scheme will remain in force until 26 February 2014.

28 Samson Paper Holdings Limited

SUBSTANTIAL SHAREHOLDERS’ INTERESTS AND SHORT POSITIONS IN THE SHARES, UNDERLYING SHARES OF THE COMPANY

As at 30 September 2013, the interests and short positions of the shareholders of the Company other than a Director or chief executives of the Company and their associates, in the shares and underlying shares of the Company as recorded in the register which were required to be kept by the Company under Section 336 of the SFO are as follows:

Long position in ordinary shares of HK$0.10 each in the Company

Number of
Name of shareholder ordinary shares Percentage
Quinselle Holdings Limited_(Note)_ 688,533,247 60.34%
Long position in CP shares of HK$0.10 each in the Company
Number of
Name of shareholder CP shares Percentage
Quinselle Holdings Limited_(Note)_ 132,064,935 100.00%

Note: Quinselle Holdings Limited is a company wholly owned by Mr. Lee Seng Jin.

Save as disclosed above, the register which is required to be kept under Section 336 of the SFO shows that the Company had not been notified of any interests or short positions in the shares or underlying shares of the Company as at 30 September 2013.

CONTINGENT LIABILITIES

The Company provided corporate guarantees on the banking facilities granted to its subsidiaries. The amount of facilities utilized by the subsidiaries as at 30 September 2013 amounted to HK$2,025,000,000 (31 March 2013: HK$2,090,000,000).

CHARGE OF ASSETS

As at 30 September 2013, trust receipt loans of HK$155,823,000 (31 March 2013: HK$71,188,000) and bank loans of HK$105,369,000 (31 March 2013: HK$70,711,000) were secured by legal charge on certain properties of the Group.

AUDIT COMMITTEE

The Audit Committee of the Company (the “Committee”) was set up to review and provide supervision of the Group’s financial reporting process and internal controls. The Committee has reviewed the Group’s unaudited interim report for the six months ended 30 September 2013 before it was tabled for the Board’s approval.

29

Interim Report 13/14

PURCHASE, SALE OR REDEMPTION OF SHARES

During the six months ended 30 September 2013, neither the Company nor any of its subsidiaries purchased, sold or redeemed any of the Company’s listed securities.

MODEL CODE FOR SECURITIES TRANSACTIONS

The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers (the “Model Code”) as the Company’s code of conduct for dealings in securities of the Company by the Directors. Having made specific enquiry of all the Directors, the Directors confirmed that they have complied with the required standard set out in the Model Code throughout the accounting period covered by the interim report.

COMPLIANCE WITH THE CODE ON CORPORATE GOVERNANCE PRACTICES OF THE LISTING RULES

In the opinion of the Directors, the Company was in compliance with the Code of Corporate Governance Practices as set out in Appendix 14 of the Listing Rules during the six-month period ended 30 September 2013 except that the non-executive Directors were not appointed for a specific term but are subject to retirement by rotation and re-election at the Company’s annual general meetings in accordance with the bye-laws of the Company.

BOARD OF DIRECTORS

As at the date of this Report, the Board comprises five executive directors, namely Mr. SHAM Kit Ying, Mr. LEE Seng Jin, Mr. CHOW Wing Yuen, Ms. SHAM Yee Lan, Peggy and Mr. LEE Yue Kong, Albert, one non-executive director, Mr. LAU Wang Yip, Eric and three independent non-executive directors, namely Mr. PANG Wing Kin, Patrick, Mr. TONG Yat Chong and Mr. NG Hung Sui, Kenneth.

By Order of the Board SHAM Kit Ying Chairman

Hong Kong, 29 November 2013

30 Samson Paper Holdings Limited