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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
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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$’000 675 |
|---|---|---|---|---|
| 4,204 1,420 |
||||
| 5,624 | ||||
| (769) | ||||
| 5,530 |
There has been no transfer of financial assets and liabilities between levels 1, 2 and 3 during the period.
The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm’s length basis. The quoted market price used for financial assets held by the Group is the current bid price. These instruments are included in level 1.
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Interim Report 13/14
3. FINANCIAL RISK MANAGEMENT (CONTINUED)
3.2 Fair value estimation (continued)
The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value as instrument are observable, the instrument is included in level 2.
If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. There is no quoted market price in an active market for certain financial assets and for which the range of other methods of reasonably estimating fair value is significant and the probabilities of the various estimates cannot be reasonably assessed without incurring excessive costs.
The following table presents the changes in level 3 instruments:
| Opening Additions Disposals Net changes in fair value transferred to equity Closing |
Unaudited 30 September 2013 HK$’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$’000 22,304 9,482 — 1,365 |
|---|---|---|
| 26,201 2,140 314 4,188 3,318 |
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Interim Report 13/14
6. TAXATION
Hong Kong profits tax has been provided for at the rate of 16.5% (2012: 16.5%) on the estimated assessable profit for the period. Taxation on overseas profits has been calculated on the estimated assessable profit for the period at the rates of taxation prevailing in the countries in which the Group operates.
The amount of taxation charged to the condensed consolidated profit and loss account represents:
| Hong Kong profits tax Overseas taxation Deferred taxation relating to origination and reversal of temporary differences |
Unau Six months ende 2013 HK$’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$110,000,000 ).
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Interim Report 13/14
18. RELATED PARTY TRANSACTIONS
Significant related party transactions, which were carried out in the normal course of the Group’s business are as follows:
| (a) Purchase of merchandise from a related company |
Unau Six months ende 2013 HK$’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.
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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.
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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.
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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