G-Resources Group Limited — Annual Report 2012

Sep 26, 2012

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

PALADIN LIMITED

(Incorporated in Bermuda with limited liability) (Stock code: 495 and 642 (Preference Shares))

ANNOUNCEMENT OF RESULTS OF A SUBSIDIARY, SENSORS INTEGRATION TECHNOLOGY LIMITED, FOR THE YEAR ENDED 30 JUNE 2012

In accordance with the circular dated 8 June 2007, the board of directors (the “Board”) of Paladin Limited (“Paladin”) is pleased to announce the audited results of a whollyowned subsidiary, Sensors Integration Technology Limited (the “Company”) and its subsidiaries (the “Group”), for the year ended 30 June 2012 together with comparative figures for the previous year as follows:

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 30 June 2012

2012 Note HK$ Other income 1,158,467 Research and development expenses – Administrative expenses (8,955,985) Loss for the year (7,797,518) Other comprehensive expense Exchange differences arising on translation (30,083) Total comprehensive expense for the year (7,827,601) LOSS PER SHARE 5 Basic (3.00) HK cents	2011 HK$ 3,706,572 (3,602,993) (14,832,401) (14,728,822) (1,058,474) (15,787,296) (5.67) HK cents

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CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AT 30 June 2012

Non-current assets Property, plant and equipment Current assets Other receivables and prepayments Amounts due from fellow subsidiaries Bank balances and cash Current liabilities Other payables and accruals Amount due to ultimate holding company Amount due to a fellow subsidiary Amount due to a director Net current liabilities Net liabilities Capital and reserves Share capital Reserves Deficiency of shareholder’s fund	2012 HK$ 79,986 221,378 49,847,898 463,691 50,532,967 6,879,122 4,035,450 95,929,530 12,881,725 119,725,827 (69,192,860) (69,112,874) 2,597,634 (71,710,508) (69,112,874)	2011 HK$ 147,273 1,425,268 50,847,898 3,014,967 55,288,133 6,816,453 92,950 95,929,530 13,881,746 116,720,679 (61,432,546) (61,285,273) 2,597,634 (63,882,907) (61,285,273)

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 30 June 2012

1. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements for the year ended 30 June 2012 have been prepared solely for the information of the Company’s management.

In preparing the consolidated financial statements, the directors of the Company have given careful consideration to the future liquidity of the Group in light of the net current liabilities of approximately HK$69,193,000 as at 30 June 2012 and a loss of approximately HK$7,798,000 for the year then ended. Paladin has agreed to provide adequate funds for the Group to meet in full its financial obligations as they fall due for the foreseeable future.

Taking into account the available unutilised bank credit facilities of Paladin and its subsidiary (collectively the “Paladin Group”) as at 30 June 2012 and the cash flows generated from the operations of Paladin Group, the directors of the Company are satisfied that the Group will be able to meet in full its financial obligations as they fall due for the foreseeable future and accordingly, the consolidated financial statements have been prepared on a going concern basis.

2. APPLICATION OF NEW AND REVISED HONG KONG FINANCIAL REPORTING STANDARDS (“HKFRSs”)

In the current year, the Group has applied the following new and revised HKFRSs issued by the Hong Kong Institute of Certified Public Accountants (“HKICPA”).

Amendments to HKFRSs Improvements to HKFRSs issued in 2010 HKAS 24 (as revised in 2009) Related party disclosures Amendments to HKFRS 7 Disclosures – Transfers of financial assets Amendments to HK(IFRIC*) Prepayments of a minimum funding requirement – INT 14

• IFRIC represents the IFRS Interpretations Committee.

The application of the above new or revised HKFRSs in the current year has had no material effect on the amounts reported in these consolidated financial statements and/or disclosures set out in these consolidated financial statements.

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The Group has not early applied the following new or revised HKFRSs that have been issued but are not yet effective:

Amendments to HKFRSs	Annual improvements to HKFRSs 2009 – 2011 cycle2
Amendments to HKFRS 7	Disclosures – Offsetting financial assets and financial
	liabilities2
Amendments to HKFRS 9	Mandatory effective date of HKFRS 9 and transition
and HKFRS 7	disclosures4
Amendments to HKFRS 10,	Consolidated financial statements, joint arrangements
HKFRS 11 and HKFRS 12	and disclosure of interests in other entities: Transition
	guidance2
HKFRS 9	Financial instruments4
HKFRS 10	Consolidated financial statements2
HKFRS 11	Joint arrangements2
HKFRS 12	Disclosures of interests in other entities2
HKFRS 13	Fair value measurements2
Amendments to HKAS 1	Presentation of items of other comprehensive income1
HKAS 19 (as revised in 2011)	Employee benefits2
HKAS 27 (as revised in 2011)	Separate financial statements2
HKAS 28 (as revised in 2011)	Investments in associates and joint ventures2
Amendments to HKAS 32	Offsetting financial assets and financial liabilities3
HK(IFRIC) – Int 20	Stripping costs in the production phase of a surface mine2

• 1 Effective for annual periods beginning on or after 1 July 2012. 2 Effective for annual periods beginning on or after 1 January 2013. 3 Effective for annual periods beginning on or after 1 January 2014. 4 Effective for annual periods beginning on or after 1 January 2015.

Amendments to HKAS 1 Presentation of items of other comprehensive income

The amendments to HKAS 1 retain the option to present profit or loss and other comprehensive income in either a single statement or in two separate but consecutive statements. However, the amendments to HKAS 1 require additional disclosures to be made in the other comprehensive income section such that items of other comprehensive income are grouped into two categories: (a) items that will not be reclassified subsequently to profit or loss; and (b) items that may be reclassified subsequently to profit or loss when specific conditions are met. Income tax on items of other comprehensive income is required to be allocated on the same basis.

The amendments to HKAS 1 are effective for annual periods beginning on or after 1 July 2012. The presentation of items of other comprehensive income will be modified accordingly when the amendments are applied in the future accounting periods.

The directors of the Company anticipate that the application of the other new and revised HKFRSs will have no material impact on the consolidated financial statements.

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3. SEGMENT INFORMATION

The Group’s operating activities are attributable to a single reporting and operating segment focusing on scientific development. This reportable segment has been identified on the basis of internal management reports prepared in accordance with accounting policies conform to HKFRSs that are regularly reviewed by the directors of the Company.

The directors of the Company review the overall results of the Group as a whole to make decisions about resources allocation. Accordingly, no analysis of this single reporting segment is presented.

4. TAXATION

No provision for Hong Kong Profits Tax has been made in the consolidated financial statements as the Group has no assessable profit in both years. Taxation arising in other jurisdictions is calculated at the rates prevailing in the relevant jurisdictions.

Taxation for the year can be reconciled to loss for the year per the consolidated statement of comprehensive income as follows:

Loss before taxation Tax credit at Hong Kong Profits Tax rate of 16.5% (2011: 16.5%) Tax effect of expenses not deductible for tax purposes Tax effect of income not assessable for tax purposes Taxation for the year	2012 HK$ (7,797,518) (1,286,590) 1,477,737 (191,147) –	2011 HK$ (14,728,822) (2,430,256) 3,041,840 (611,584) –

5. LOSS PER SHARE

The calculation of the basic loss per share attributable to the owners of the Company is based on the following data:

Loss Loss for the purposes of basic loss per share Number of shares Number of shares for the purposes of basic loss per share	For the year ended 30 June 2012 2011 HK$ HK$ (7,797,518) (14,728,822) 2012 2011 259,763,430 259,763,430

No diluted loss per share is presented as the Company did not have any potential dilutive ordinary shares outstanding at the end of each reporting period.

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6. DEPRECIATION

Depreciation of property, plant and equipment for the year amounted to HK$66,876 (2011: HK$110,757).

DIVIDEND

The Directors of the Company do not recommend the payment of a final dividend (2011: nil).

MANAGEMENT DISCUSSION AND ANALYSIS

The principal activity of the Company is the research and development of high technology systems and applications.

BUSINESS REVIEW AND PROSPECT

The Company has planned to conduct research and development of digital camera, camcorder, surveillance, video capturing and processing technology. The plan is in early stage and did not generate any revenue to the Company at this stage.

LIQUIDITY, FINANCIAL RESOURCES AND CAPITAL STRUCTURE

As at 30 June 2012, net current liabilities of the Company were approximately HK$69 million. The current ratio was 0.42. The bank balances were approximately HK$0.5 million.

As at 30 June 2012, the major outstanding liabilities of the Company was amount due to a fellow subsidiary of approximately HK$96 million, amount due to a director of approximately HK$13 million, amount due to ultimate holding Company of approximately HK$4 million and other payables and accruals of approximately HK$7 million.

The majority of the Company’s assets and borrowings are denominated either in Hong Kong dollars or US dollars thereby avoiding exposure to undesirable exchange rate fluctuations. In view of the stability of the exchange rate of HK dollars and US dollars, the directors consider that the Company has no significant exposure to exchange fluctuation and does not pledge against foreign exchange risk.

The Directors consider that it is not meaningful to publish a gearing ratio of the Company until such time the Company is in a positive shareholders’ equity position.

SIGNIFICANT INVESTMENTS, ACQUISITIONS AND DISPOSALS

During the year ended 30 June 2012, the Company had no material acquisitions and disposals of subsidiaries.

As at 30 June 2012, the Company had no material investment.

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EMPLOYEES AND REMUNERATION POLICIES

As at 30 June 2012, the Company employed total of 14 employees. They were remunerated according to market conditions.

PUBLICATION OF ANNUAL RESULTS AND ANNUAL REPORT

The annual results announcement of the Company is available for viewing on the website of the Stock Exchange and on the website of Paladin Limited at http://www.capitalfp.com.hk/eng/index.jsp?co=495&ppage=rlinks. The annual report of the Company will be despatched to the holders of preference shares of Paladin Limited in due course.

By Order of the Board Chen Te Kuang Mike Director

Hong Kong, 26 September 2012

As at the date of this announcement, the executive directors of Paladin Limited are Mr. LAW Fong and Mr. CHEN Te Kuang Mike, the non-executive director is Mr. OUNG Shih Hua James and the independent non-executive directors are Mr. ZHU Pei Qing, Ms. LU Ti Fen, Mr. KWOK Wai Chi and Prof. HUANG Weizong Martin.

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