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Persistence Gold Group Ltd Annual Report 2013

Oct 25, 2013

50623_rns_2013-10-25_f8ab4f8d-e053-431b-9012-18e50487d0cc.pdf

Annual Report

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Contents

01 Corporate Information
06 CEO's Message
10 Management Discussion and Analysis
16 Biographical Details of Directors and Management
21 Directors' Report
29 Corporate Governance Report
40 Independent Auditor's Report
42 Consolidated Statement of Profit or Loss
43 Consolidated Statement of Profit or Loss and Other
Comprehensive Income
44 Consolidated Statement of Financial Position
45 Consolidated Statement of Changes in Equity
46 Consolidated Statement of Cash Flows
48 Notes to the Consolidated Financial Statements
113 Statement of Financial Position of the Company
114 Financial Summary

Corporate Information

BOARD OF DIRECTORS

Executive Directors

Ms. Chong Sok Un (Chairman) Mr. Andrew Ferguson (Chief Executive Officer) Mr. Kong Muk Yin

Non-Executive Directors

Mr. Lee Seng Hui Mr. So Kwok Hoo Mr. Peter Anthony Curry

Independent Non-Executive Directors

Dr. Wong Wing Kuen, Albert Mr. Chang Chu Fai, Johnson Francis Mr. Robert Moyse Willcocks

AUDIT COMMITTEE

Dr. Wong Wing Kuen, Albert (Chairman) Mr. Chang Chu Fai, Johnson Francis Mr. Robert Moyse Willcocks Mr. Lee Seng Hui

REMUNERATION COMMITTEE

Dr. Wong Wing Kuen, Albert (Chairman) Ms. Chong Sok Un Mr. Lee Seng Hui Mr. Chang Chu Fai, Johnson Francis Mr. Robert Moyse Willcocks

NOMINATION COMMITTEE

Ms. Chong Sok Un (Chairman) Mr. Lee Seng Hui Dr. Wong Wing Kuen, Albert Mr. Chang Chu Fai, Johnson Francis Mr. Robert Moyse, Willcocks

COMPANY SECRETARY

Mr. Wong Wai Keung, Frederick

AUDITOR

Deloitte Touche Tohmatsu

LEGAL ADVISERS

Robertsons Conyers Dill & Pearman Steinepreis Paganin Addisons

HEAD OFFICE AND PRINCIPAL PLACE OF BUSINESS

32/F China Online Centre 333 Lockhart Road Wanchai Hong Kong Tel: +852 2541 0338 Fax: +852 2541 9133

REGISTERED OFFICE

Clarendon House 2 Church Street Hamilton HM11 Bermuda

PRINCIPAL SHARE REGISTRAR AND TRANSFER OFFICE

Butterfield Fulcrum Group (Bermuda) Limited 26 Burnaby Street Hamilton HM11 Bermuda

HONG KONG BRANCH SHARE REGISTRAR AND TRANSFER OFFICE

Tricor Secretaries Limited 26/F Tesbury Centre 28 Queen's Road East Wanchai Hong Kong

WEBSITE

www.apacresources.com apac.quamir.com

STOCK CODE

1104

We aim at building our Resource Investments to Primary Strategic Investments which will provide off-take to complement our Commodity Business in China

26.6% Mount Gibson

is the 5th largest iron ore producer in Australia mining high grade ores from the Koolan Island, Tallering Peak and Extension Hill mines.

ABM RESOURCES NL

24.1% Metals X

Metals X Limited (ASX: MLX) Australia's largest tin producer which holds a pipeline of assets from exploration to development, including the Renison tin mine, the world scale Wingellina Nickel Project and the Central Murchison gold project.

19.7%

ABM ABM Resources NL (ASX: ABU) is an emerging gold exploration company with growing 3.5 Moz gold JORC resources and large tenements in Northern Territory, Australia. It has two highly prospective flagship projects — Old Pirate and Buccaneer.

04 A specialist in natural resource investment targetting on China's commodities market

Identify China Commodity Supply/ Demand Imbalance

  • Generated stock ideas
  • Analysis of trend
  • Initial screening

Pin-point Potential Companies

  • Detailed research
  • Apply pre-defined investment criteria
  • Review fundamental analysis

Investment Stage

(Equity/Pre IPO/Debt)

  • Maximize shareholders' return
  • Active monitoring
  • Position adjustment

Primary Strategic Investment

  • 20% Stake in producers

  • Cashflow, productivity assets & offtake opportunity

Resource Investment

Early positions incubating

Commodity Trading

Off-takes for shipments to the Chinese market

CEO's Message

Dear Investor,

I would like to thank you, the shareholders, for your ongoing support during this diffi cult year for your company and many natural resources companies alike.

Andrew Ferguson Chief Executive Offi cer

06

CEO's Message

In the year ended 30 June 2013, investors around the world focused on slower Chinese growth and, in some cases, the potential for a "hard landing". This concern intensified after a temporary credit crunch in June caused Chinese interbank rates to reach two year highs, generally viewed as a warning shot from the PBOC that it wouldn't tolerate risky lending practices. Given China accounts for circa 40% of global demand for many commodities, this has been reflected in the weakness of commodity prices as well as equities. Over the past year, the HSBC Global Mining index was down 27%, while the ASX Smallcap Resources index fell 49%. However, recent data in China showed the PMI rising to a 16-month high of 51, suggesting that the Chinese economy may have bottomed.

In light of the recent positive data, I think it is unlikely that we will see large-scale stimulus policies being implemented in China. This would be inconsistent with the Chinese government's aim to move to a high quality, consumer-led growth model. However, it appears that China will implement a number of "soft stimulus" measures to support Li Keqiang's statement that the government will defend the 7.5% GDP target for 2013. I believe the Chinese government's actions will allow the country to restructure in a way that will support long-term sustainable growth.

Outside of China, things have actually been on the mend. The US Federal Reserve is looking to start tapering its Quantitative Easing programme over coming months as we see increased signs of economic recovery. In addition, Japan has embarked on an unprecedented stimulus policy aimed at increasing money supply and inflation through bond buying, with a 2% inflation target within the next two years. Early results have been encouraging, with a lower Yen helping exporters, and second quarter GDP up at 2.6%. Meanwhile, the Eurozone has been a drag on global growth but now appears to be improving, with the Eurozone manufacturing PMI moving above 50 in July. Indeed, with manufacturing PMIs now indicating expansionary conditions in the world's four largest economic regions, I believe the resources outlook is improving.

Ironically, improving US economic data has resulted in even greater volatility in commodities. With increased tapering talk, many market pundits have speculated on a stronger US Dollar over the medium term, which could dampen demand for commodities priced in US Dollars. However, I believe that a recovery in the world's largest economy will not be a bad thing for commodities in the medium and longer term.

We think commodities are likely to remain volatile in the short-term. As a result, we have taken a more conservative approach to the valuation of our interests in associates, which has driven a significant impairment in the value of Primary Strategic Investments. This is the primary driver for our net loss of HK\$2,079,687,000 for the year ended 30 June 2013. While this result is highly disappointing, we highlight that it is an accounting related adjustment, with no material impact on the financial strength of your group, which continues to maintain a healthy net cash balance. Stripping out the accounting adjustment implies a net profit of HK\$31,672,000 which is an improvement when compared to a net loss of HK\$169,664,000 in FY 2012.

Our Resource Investment unit has remained conservatively positioned throughout the year, with a large net cash position, and the growth of our asset management business remains on track. The resources sector has remained under pressure in this year, which has impacted share prices, but we are confident that making investments in selected commodity classes will generate superior medium to long term returns to shareholders.

In our Commodity Business, we have maintained our robust trading discipline which has driven a substantial improvement in our net profit — a pleasing outcome given that the iron ore price remains extremely volatile.

In light of the opportunities in the market, we have not declared a dividend, but will continue to reassess our dividend policy based on our expectations of the economic outlook.

As ever, I would like to thank you all for your continued faith and belief in APAC Resources.

Andrew Ferguson Chief Executive Officer Chief Executive

Management Discussion and Analysis

FINANCIAL RESULTS

To align with the early application of the new accounting standard on the treatment of mine waste stripping costs by Mount Gibson Iron Limited, one of the Primary Strategic Investments of APAC Resources Limited (the "Company" or "APAC", together with its subsidiaries, the "Group"), and having consulted with its auditor, the Group considered it appropriate to early apply the equivalent accounting standard on the treatment of mine waste stripping costs issued by the Hong Kong Institute of Certified Public Accountants. The early application of the new accounting standard by the Group resulted in the restatement of its previously reported results for the year ended 30 June 2012 ("FY 2012") and the consolidated statement of financial position then ended. Further details are set out in note 2 of the consolidated financial statements on page 49 of this Annual Report.

For comparison purposes, current year results are compared with that of the prior year — as restated.

For the year ended 30 June 2013 ("FY 2013"), against a challenging economic environment, the Group reported a net loss attributable to owners of HK\$2,079,687,000 for FY 2013 compared with a net loss of HK\$242,967,000 reported for FY 2012. The significant loss has been driven by an impairment provision of HK\$2,111,359,000 against the carrying value of the Group's two principal listed associates, which is an accounting related adjustment and as such does not result in a material impact on the financial strength of the Group. Before taking into account of the impairment provision, the Group had generated an operating profit of HK\$31,672,000, an improvement in profitability when compared with the loss before impairment provision of HK\$169,664,000 for FY 2012.

FY 2013 VS FY 2012

Primary Strategic Investment

Our two Primary Strategic Investments are Mount Gibson Iron Limited ("Mount Gibson") and Metals X Limited ("Metals X"), both located in Australia. The net attributable profit from our Primary Strategic Investments for the FY 2013 was HK\$347,152,000 (FY 2012: HK\$218,792,000). Mount Gibson and Metals X delivered solid operational results.

Mount Gibson

Mount Gibson is an Australian listed iron ore producer. Annual production capacity is up to 10 million tonnes from its Koolan Island, Tallering Peak and Extension Hill mines. All three projects are located in Western Australia and are Direct Shipping Ore (DSO) operations, which have a substantial cost advantage over mines that require beneficiation prior to sale.

For FY 2013, Mount Gibson increased total ore sales by 68% to 8.8 million tonnes, and even after removing 0.7 million tonnes of low grade sales, met its FY 2013 sales guidance of 8.0 million tonnes to 8.5 million tonnes. The increase was driven by the successful commissioning of rail and port facilities in the Mid West region. For the year ending 30 June 2014, Mount Gibson released sales guidance of 9.0 million tonnes to 9.5 million tonnes, which includes low grade sales. Despite a strong operational performance, net profit after tax decreased marginally from A\$162 million to A\$157 million in FY 2013 as a result of a weaker average realised iron ore price of US\$108/dry metric tonne ("dmt") in FY 2013, down from US\$124/dmt in FY 2012. Nonetheless, Mount Gibson ended the year with an impressive cash balance of A\$376 million, implying an A\$83 million cash build in FY 2013 after a dividend payment of A\$40 million.

Mount Gibson has renewed and strengthened its management team with the appointment of Mr. Peter Kerr as the new CFO and Mr. Andrew Thomson as the new COO in September 2012. In addition, the Foreign Investment Review Board (FIRB) decreed in July 2012 that it is satisfied that the structure of Mount Gibson's board is consistent with the ASX Corporate Governance Principles.

In FY 2013, we saw significant volatility in iron ore prices. Overcapacity in the Chinese steel sector remains a medium-term concern but Chinese steel production has remained stubbornly around 780 million tonnes per year. The market is concerned about significant new iron ore supply over the next 24 months, at a time when China's steel growth is slowing, however we believe high cost Chinese domestic producers will continue to provide some price support.

Metals X

Metals X is an Australian based and listed emerging diversified resource group with exposure to tin via its 50% interest in the producing Renison mine in Tasmania, nickel through its world scale Wingellina nickel development project, and gold with the Central Murchison and Rover projects.

During FY 2013, Renison produced 6,317 tonnes of tin in concentrate (100% basis), up 26% from FY 2012. Metals X is now accessing higher grade areas at Renison which increased production despite interruptions from a change in mining contractor during the year. This is reflected in the company's annual results, which show a significantly improved net profit after tax of A\$8.7 million for FY 2013 compared to a net loss of A\$43.7 million for FY 2012.

Metals X received an average realised tin price of A\$20,930 per tonne in FY 2013, up 5% compared to FY 2012 (A\$20,006 per tonne). Tin prices have been volatile this year, reaching a high of around US\$25,000 per tonne in January 2013 before falling back to US\$19,500 per tonne in July 2013 and has recovered since. We remain bullish on the medium to long-term outlook of tin due to the lack of supply growth. We believe that the majority of the new development projects require a tin price of US\$30,000 to US\$40,000 per tonne to be economically viable. In addition, continued depletion in existing resources in China, Indonesia, and Peru will help to underpin the long-term price outlook.

In October 2012, Metals X completed the acquisition with Westgold Resources Limited by a scheme of arrangement. As a result, Metals X has added two new gold projects which have a substantial resource of 6.2 million ounces of gold.

Metals X announced in June 2013 that it has postponed the engineering works on the Wingellina Definitive Feasibility Study. The short deferral of feasibility works will conserve cash, and we believe this is a sensible decision given cyclically low nickel prices and challenging equity market conditions. In the meantime, Metals X will continue to progress other long-lead time items such as the completion of the Public Environmental Review.

Irrespective of the strong operational improvements, we have opted to take a write-down on the carrying value of our Group's interests in associates, which equates to a FY 2013 loss of HK\$2,111,359,000 (FY 2012: Loss of HK\$73,303,000). We reiterate that the impairment provision has been taken to reflect a more conservative carrying value, and is an accounting adjustment only. At the date of this report, share prices of both Mount Gibson and Metals X have recovered to A\$0.76 and A\$0.14 respectively.

Management Discussion and Analysis

Resource Investment

Resource Investment posted a loss of HK\$268,911,000 in FY 2013 (FY 2012: loss of HK\$296,401,000). The investments in this division comprise mostly minor holdings in various natural resource companies listed on major stock exchanges including Australia, Canada, Hong Kong, and the United Kingdom. Some of our positions are exploration or development stage companies and this section of the market is particularly sensitive to risk aversion and lower commodity prices. During FY 2013, commodity prices were under substantial pressure, driven by a weaker Chinese growth outlook, lackluster economic growth in Europe, and concerns over the effects of tapering in the US. The resource sector remained weak during the reporting period, as shown by resource sector benchmarks such as the ASX Small Resources Index down 49%; the FTSE AIM Basic Resources Index dropping 39%, and the TSX Venture Composite Index falling 28%. We have maintained a high cash position throughout FY 2013 and also increased the defensiveness of the portfolio, increasing our weighting in producing stage companies with strong balance sheets and cash flows, and generally avoiding earlier stage, unfunded explorers. The loss is a disappointing result, but we remain confident that our high quality core positions, many of which are well capitalised, will weather the challenging market conditions and deliver superior returns in the long run.

ABM

ABM Resources NL ("ABM") is an Australian listed gold company with assets located in the Northern Territory. It has a large acreage footprint in the Tanami-Arunta region, and is currently focused on the Old Pirate and Buccaneer projects, both of which sit inside the Twin Bonanza Gold Camp.

Old Pirate is one of Australia's highest grade open-pittable projects, with a resource of 723,800 ounces of gold at 11.96g/t. ABM is conducting a trial mining and processing project at Old Pirate, which involves the extraction and processing of 10,000 tonnes of ore as a means to significantly de-risk the project.

The trial mining exercise will help to verify the resource grade and gravity recoveries, as well as determine the costs and feasibility of a full-scale mine. If successful, the company will proceed with a number of low cost, staged expansions of mining capacity and the gravity pilot plant to increase gold production. The key benefit of this staged approach is minimising upfront capital expenditure and "self-funding" future growth, to maximise shareholder value.

After a run up in price to US\$1,796 per ounce in October 2012, gold dropped throughout FY 2013, bottoming at US\$1,200 per ounce. The sell-off was driven by lower near-term inflation expectations, as well as indications that the US would begin tapering its QE program earlier than expected. Recently, increased physical buying plus growing instability in Syria has supported the gold price, which has recovered to the US\$1,300 to US\$1,400 per ounce level. ABM should be well insulated given the high grade nature of the project which is expected to generate robust margins even in a lower gold price environment.

Commodity Business

The Commodity Business mainly comprises two offtake agreements with Mount Gibson and the shipments are sold on the spot market to steel mills and traders in China.

For FY 2013, Commodity Business generated a profit of HK\$16,556,000 (FY 2012: HK\$5,571,000), a pleasing result given the continued volatility in the iron ore market. The Platts IODEX 62% CFR China index started FY 2013 at US\$135 per tonne, fell to the lows of US\$88 per tonne in September 2012 due to aggressive de-stocking, before recovering in early-2013 and ended FY 2013 at US\$116 per tonne.

Iron ore prices have held up surprisingly well since January 2013 as steel production has remained stronger than expected despite concerns about the Chinese growth outlook. That being said, we expect the inventory cycle to keep iron ore prices volatile.

LIQUIDITY, FINANCIAL RESOURCES AND CAPITAL STRUCTURE

As at 30 June 2013, our non-current assets amounted to HK\$1,428,755,000 (2012: HK\$3,651,523,000) and net current assets amounted to HK\$829,878,000 (2012: HK\$990,292,000) with a current ratio of 4.1 times (2012: 9.4 times) calculated on the basis of its current assets over current liabilities.

As at 30 June 2013, we had borrowings of HK\$242,500,000 (2012: Nil) and had undrawn banking and loan facilities amounting to HK\$656,592,000 secured against certain of our interests in listed associates and term deposits and corporate guarantee of the Company. As at 30 June 2013, we had a gearing ratio of 0.11 (2012: Nil), calculated on the basis of total borrowings over equity attributable to owners of the Company.

FOREIGN EXCHANGE EXPOSURE

For the year under review, the Group's assets were mainly denominated in Australian Dollars while the liabilities were mainly denominated in Hong Kong Dollars. As a substantial portion of the assets is held as long-term investments, there would be no material immediate effect on the cash flows of the Group from adverse movements in foreign exchange. In light of this, the Group did not actively hedge for the risk arising from the Australian Dollars denominated assets.

PLEDGE OF ASSETS

As at 30 June 2013, certain of the Group's interests in listed associates of HK\$862,277,000 (2012: HK\$2,414,648,000 comprised the Group's interests in listed associates and available-for-sale investments) were pledged to a stock-broking firm to secure against securities margin loan facilities made available to the Group. The Group's bank deposits of HK\$345,502,000 (2012: HK\$79,748,000) were pledged to banks to secure various trade and banking facilities granted to the Group.

EMPLOYEES AND REMUNERATION POLICY

The Group ensured that its employees are remunerated according to the prevailing manpower market conditions and individual performance with its remuneration policies reviewed on a regular basis. All employees are entitled to participate in the Company's benefit plans including medical insurance, share option scheme and Mandatory Provident Fund Scheme (subject to the applicable laws and regulations of the People's Republic of China (the "PRC") for its employees in the PRC).

As at 30 June 2013, the Group, including its subsidiaries but excluding associates, had 25 (2012: 22) employees. Total remuneration together with pension contributions incurred for the year ended 30 June 2013 amounted to HK\$15,073,000 (2012: HK\$14,563,000).

Management Discussion and Analysis

SIGNIFICANT INVESTMENTS, MATERIAL ACQUISITIONS AND DISPOSALS OF SUBSIDIARIES AND ASSOCIATED COMPANIES, AND FUTURE PLANS FOR MATERIAL INVESTMENTS OR CAPITAL ASSETS

Save as disclosed in this Annual report, during the year ended 30 June 2013, the Group had not held any other significant investments nor made any material acquisitions or disposals of subsidiaries or associated companies. Save as disclosed in this Annual report, as at 30 June 2013, the Group does not have plan for any other material investments or acquisition of material capital assets.

CAPITAL COMMITMENTS

As at 30 June 2013 and 30 June 2012, the Group had no material capital commitments contracted but not provided for.

CONTINGENT LIABILITIES

As at the date of this Annual report and as at 30 June 2013, the board of directors of the Company (the "Board") is not aware of any material contingent liabilities.

COMPANY STRATEGY

APAC leverages its in-house natural resources expertise to identify and manage both Primary Strategic Investments and Resource Investments which drives growth in the business. We aim to profit from the value curve of resources projects from exploration to production, though currently see good risk-reward in select mid-tier producers. Value and cash flow can be generated through capital appreciation, direct project ownership and securing offtake agreements.

FORWARD LOOKING OBSERVATIONS

The global macroeconomic climate is dominated by several issues. While recent PMI data in China suggests the economy has bottomed, there are still concerns over the scale-down of loose U.S. monetary policy, which has been driven by a strengthening US economy. In the short-term, the market is concerned about the unrest in Syria and general instability across the Middle Eastern Region. As a result, resource equities and commodity prices are likely to remain volatile.

However, we believe the market weakness in recent years has already started to guide the resources industry back to a more sustainable path, addressing some of the distortions and complacencies that have built up over the last decade of boom times. Costs are being aggressively cut, discretionary spending reeled in, and management teams are being forced to focus on cash flow generation and adding shareholder value. At the same time, greater value has begun to emerge in companies which have robust free cash flow, healthy balance sheets, exercise discipline in the use of capital, and prioritise shareholder interests. Going forward, this sets up an increasingly interesting risk-reward proposition.

We believe our Primary Strategic Investments and the core positions in our Resource Investment portfolio possess these traits, and are well positioned for long-term growth. Mount Gibson has demonstrated its ability to manage costs and deliver production in a volatile iron ore environment, and has continued to build its cash balance. We remain confident that tin prices will strengthen in the mid-term which will benefit Metals X's position as a producer. ABM will soon commence production from its trial mining programme which will significantly de-risk the project, and while gold prices are likely to fluctuate, we expect the project to remain robust given its high grades.

We remain defensive and selective with our investments in the near term, and continue to look for deep value opportunities which will generate attractive returns over the long run.

16

Biographical Details of Directors and Management

EXECUTIVE DIRECTORS

Ms. Chong Sok Un (莊舜而), MH, aged 58, was appointed as an Executive Director of the Company on 6 July 2007 and has been re-designated as the Chairman of the Company since 20 October 2009. Ms. Chong holds various directorships in subsidiaries of the Company. Ms. Chong is currently an executive director and the chairman of COL Capital Limited (Stock Code:383), a substantial shareholder of the Company and a company listed on the Main Board of the Stock Exchange. She has been the chairman of Long Island Golf & Country Club, Dongguan, the PRC since September 1998. Ms. Chong was awarded the Medal of Honour (MH) by the Government of the Hong Kong Special Administrative Region on 1 July 2011. She is a member of Dongguan Committee of the Chinese People's Political Consultative Conference, the Honorary Director of the Chinese Red Cross Foundation, Permanent Honorary Chairman of the Hong Kong Federation of Fujian Associations and Vice Chairman of the Hong Kong Federation of Fujian Associations Ladies Committee. She is now the namer and director of YOT Chong Sok Un Medical Fund (cancer aid) and a member of Yan Oi Tong Advisory Board. Ms. Chong was the chairman of the 31st Term of the Board of Directors of Yan Oi Tong 2010–2011. From 25 June 2007 to 23 April 2009, she was a nonexecutive director of ChinaVision Media Group Limited (Stock Code: 1060), a company listed on the Main Board of the Stock Exchange.

Mr. Andrew Ferguson, aged 40, was appointed as an Executive Director and the Chief Executive Officer of the Company on 12 January 2010. Mr. Ferguson holds various directorships in subsidiaries of the Company. Mr. Ferguson holds a Bachelor of Science Degree in Natural Resource Development and worked as a mining engineer in Western Australia in the mid 90's. In 2003, Mr. Ferguson co-founded New City Investment Managers in the United Kingdom. He has a proven track record in fund management and was the former co-fund manager of City Natural Resources High Yield Trust, which was awarded "Best UK Investment Trust" in 2006. In addition, he managed New City High Yield Trust Ltd. and Geiger Counter Ltd. He worked for New City Investment Managers CQS Hong Kong, a financial institution providing investment management services to a variety of investors. He has 18 years of experience in the finance industry specialising in global natural resources. Being a fund manager for assets in London and Hong Kong, he was responsible for day to day management of portfolios, risk management, business development, relationship management and working with independent boards, custodians and auditors to ensure that all shareholders' funds were managed properly. He is currently a non-executive director of Metals X Limited (Stock Code: MLX) and ABM Resources NL (Stock Code: ABU); and an alternate director to Mr. Lee Seng Hui of Mount Gibson Iron Limited (Stock Code: MGX), all of which are listed on the Australian Stock Exchange. From 4 July 2012 to 28 June 2013, he was a non-executive director of Praetorian Resources Limited (Stock Code: PRAE), a company listed on the AIM market of the London Stock Exchange.

Mr. Kong Muk Yin (江木賢), aged 47, was appointed as an Executive Director of the Company on 4 November 2009. Mr. Kong holds various directorships in subsidiaries of the Company. Mr. Kong graduated from City University of Hong Kong with a Bachelor's Degree in Business Studies. He is a fellow member of The Association of Chartered Certified Accountants, a member of the Hong Kong Institute of Certified Public Accountants and a Chartered Financial Analyst. He has extensive experience in corporate finance, financial management, accounting and auditing. Mr. Kong is currently an executive director of COL Capital Limited (Stock Code: 383), a substantial shareholder of the Company and a non-executive director of ChinaVision Media Group Limited (Stock Code: 1060) after his re-designation from executive director to non-executive director on 30 December 2010, both of which are companies listed on the Main Board of the Hong Kong Stock Exchange. He is also a director of Mabuhay Holdings Corporation and IRC Properties, Inc., companies listed on the Philippine Stock Exchange, Inc.. From 13 October 2009 to 21 January 2010, he was an executive director of Greenfield Chemical Holdings Limited (Stock Code: 582) which is listed on the Main Board of the Hong Kong Stock Exchange.

NON-EXECUTIVE DIRECTORS

Mr. Lee Seng Hui (李成輝), aged 44, was appointed as a Non-Executive Director of the Company on 2 October 2009. Mr. Lee graduated with Honours from the Law School of the University of Sydney. Previously, he worked with Baker & McKenzie and N M Rothschild & Sons (Hong Kong) Limited. Mr. Lee is the chief executive and an executive director of Allied Group Limited (Stock Code: 373) and Allied Properties (H.K.) Limited (Stock Code: 56). He is also the chairman and a non-executive director of Tian An China Investments Company Limited (Stock Code: 28). These three companies are listed on the Main Board of the Hong Kong Stock Exchange. He is a non-executive director of Tanami Gold NL (Stock Code: TAM) and the deputy chairman and a non-executive director of Mount Gibson Iron Limited (Stock Code: MGX), both of which are listed on the Australian Stock Exchange.

Mr. So Kwok Hoo (蘇國豪), aged 59, was appointed as a Non-Executive Director of the Company on 20 October 2009. Mr. So has over 23 years of experience in marketing of electrochemical and industrial products sales in Asia Pacific Region together with property investment experience in Hong Kong. Mr. So holds Bachelor degrees in Applied Science with major in Chemical Engineering and Business Administration obtained in Canada. He is currently an executive director and deputy managing director of Shougang Fushan Resources Group Limited (Stock Code: 639), a substantial shareholder of the Company.

Mr. Peter Anthony Curry, aged 61, was appointed as an Executive Director and the Chief Financial Officer of the Company on 1 March 2010 and has been re-designated as a Non-Executive Director of the Company since 24 November 2010. Mr. Curry is currently an executive director and the group chief financial officer of Sun Hung Kai & Co. Limited (Stock Code: 86), which is listed on the Main Board of the Hong Kong Stock Exchange. Mr. Curry graduated from the University of New South Wales with a Bachelor's Degree of Commerce in 1974 and a Bachelor's Degree of Laws in 1976. He became a chartered accountant and a barrister (non-practising) in Australia in 1978. He was elected as a fellow of The Institute of Directors in Australia in 1989. In 2002, he completed the PS 146 Compliance Program organised by Securities Institute in Australia. Mr. Curry has over 36 years of business experience. He joined Peat Marwick Mitchell (now known as KPMG) in Australia in 1974 upon graduation and worked as Tax Partner in 1983. Since that time he has worked in different listed and unlisted companies in Australia as executive director or managing director specialising in natural resources, corporate finance, financial services investments and mergers and acquisitions. Since 1995, Mr. Curry has been a director and shareholder in a corporate advisory firm which holds an Australian Financial Services licence. He has been involved in a range of public and private capital raisings, initial public offering related services and providing corporate and financial advisory services in relation to a range of business transactions including a wide range of mining projects. Mr. Curry was an alternate director to Mr. Lee Seng Hui of Mount Gibson Iron Limited (Stock Code: MGX) from 11 February 2011 to 24 September 2012 and an executive director/nonexecutive director of Magnum Gas & Power Limited (formerly Ormil Energy Limited (Stock Code: OMX)) from August 2004 to 27 September 2012. These two companies are listed on the Australian Stock Exchange. He was also a non-executive director of East West Resources plc (Stock Code: EWR), a company listed on the AIM market of the London Stock Exchange from 18 July 2012 to 14 December 2012 and a non-executive director of Forest Enterprises Australia Limited, which was removed from official listing on Australian Stock Exchange in August 2010.

Biographical Details of Directors and Management

INDEPENDENT NON-EXECUTIVE DIRECTORS

Dr. Wong Wing Kuen, Albert (王永權), aged 62, has been appointed as an Independent Non-Executive Director of the Company since 6 July 2004. Dr. Wong holds a Doctor of Philosophy in Business Administration degree from the Bulacan State University, Republic of the Philippines. He is a fellow member of The Institute of Chartered Secretaries and Administrators, The Hong Kong Institute of Chartered Secretaries, The Taxation Institute of Hong Kong, Association of International Accountants and Society of Registered Financial Planners. He is a member of Hong Kong Securities Institute, The Chartered Institute of Arbitrators and The Chartered Institute of Bankers in Scotland and a full member of Macau Society of Certified Practising Accountants. Currently, Dr. Wong is the managing director of Charise Financial Planning Limited, a private professional consulting firm in Hong Kong. He is also an independent non-executive director of Solargiga Energy Holdings Limited (Stock Code: 757) and Tonic Industries Holdings Limited (Stock Code: 978), both of which are companies listed on the Main Board of the Hong Kong Stock Exchange and a non-executive director of Rare Earths Global Limited (Stock Code: REG), a company listed on the London Stock Exchange AIM Market.

Mr. Chang Chu Fai, Johnson Francis (鄭鑄輝), aged 59, was appointed as an Independent Non-Executive Director of the Company on 6 July 2007. Mr. Chang obtained a Bachelor's Degree in Commerce from Concordia University in Montreal, Canada in 1976 and a Master's Degree in Business Administration from York University in Toronto, Canada in 1977. He has over 35 years of experience in banking, corporate finance, investment and management and has held various executive positions at financial institutions and directorships of listed companies. Mr. Chang is currently the Managing Director of Ceres Consultancy Limited and a registered person under the Securities and Futures Ordinance. He is also the deputy chairman and an independent non-executive director of Allied Overseas Limited (Stock Code: 593), an independent non-executive director of Tian An China Investments Company Limited (Stock Code: 28) and the vice chairman and executive director of Royale Furniture Holdings Limited (Stock Code: 1198). These three companies are listed on the Main Board of the Hong Kong Stock Exchange.

Mr. Robert Moyse Willcocks, aged 64, was appointed an Independent Non-Executive Director of the Company on 27 July 2007. Mr. Willcocks holds a Bachelor's Degree in Arts and a Bachelor's Degree in Laws from the Australian National University in Australia and a Master's Degree in Laws from the University of Sydney in Australia. He has been an advisor to companies in the mining and resources industry for more than 30 years. He is a former partner with the law firm now called King & Wood Mallesons. He is a former director of Ban-Pu Australia Pty Ltd, Oakbridge Pty Ltd and Bond University Limited and was a member of the Australian Government's International Legal Advisory Committee for the term of its programme. He has held directorships in a number of companies listed on the Australian Stock Exchange, including Emperor Mines Limited, RIMCapital Limited (Chairman), eStar Online Trading Limited, Energy World Corporation Limited, CBH Resources Limited, Orion Petroleum Limited (Chairman) and Mount Gibson Iron Limited (Alternate Director). He is currently an independent nonexecutive director of Living Cell Technologies Limited (Stock Code: LCT) and ARC Exploration Limited (Stock Code: ARX), both of which are listed on the Australian Stock Exchange. He is non-executive chairman of Trilogy Funds Management Limited, a Responsible Entity under Australian Law.

SENIOR MANAGEMENT

Hong Kong

Mr. Andrew Ferguson Chief Executive Officer

Biographical details of Mr. Andrew Ferguson are set out on page 16 of this Annual Report.

Mr. Wong Wai Keung, Frederick (黃煒強)

Chief Financial Officer and Company Secretary

Mr. Wong joined the Company in January 2011 as Chief Financial Officer of the Company and also acted as the Company Secretary of the Company between 21 April 2011 and 6 December 2011 before he was reappointed on 6 February 2013. He is a fellow member of the Institute of Chartered Accountants in England and Wales,the Hong Kong Institute of Certified Public Accountants and the Hong Kong Institute of Directors, and holds a master's degree in electronic commerce. Mr. Wong has over 30 years of accounting, finance, audit, tax and corporate finance experience with international CPA firm and listed companies in the United Kingdom, New Zealand, Hong Kong and Thailand. Prior to joining APAC, Mr. Wong was the chief financial officer and company secretary of CIG Yangtze Ports PLC (Stock Code: 8233), shares of which are listed on the GEM board of the Hong Kong Stock Exchange and executive director of Hwa Kay Thai Holdings Limited (now known as China Solar Energy Holdings Limited) (Stock Code: 155), shares of which are listed on the Main Board of the Hong Kong Stock Exchange.

OTHER MANAGEMENT

Hong Kong

Mr. John Ellis

Investment Manager

Mr. Ellis joined the Company in July 2010 as Investment Manager. Prior to joining APAC, he was Portfolio Manager — Global Resources with Colonial First State in Sydney, and Director — Mining Research Sales with the Royal Bank of Canada in Sydney and London. Mr. Ellis has over 13 years of experience in resources investments and holds a Bachelor of Arts degree as well as a number of industry accreditations including the Canadian Securities Course, the ASX/ACH Responsible Executive, and the Finsia Graduate Certificate of Applied Finance and Investment.

Ms. Jenny Wong (黃靜琳)

Vice President, Corporate and Investment

Ms. Wong joined the Company in February 2012 as Vice President of Corporate and Investment. Prior to joining APAC, she was an Oil & Gas Research Analyst at Renaissance Capital Hong Kong, and prior to that, was at Credit Suisse Melbourne for over 4 years also as an Oil & Gas Analyst. Jenny is a CFA and completed a Bachelor of Commerce and Bachelor of Information Systems degrees at the University of Melbourne.

Biographical Details of Directors and Management

Mr. To Yung Kan, Kenneth (杜容根)

Financial Controller

Mr. To joined the Company as Financial Controller and Company Secretary in January 2007. He resigned in July 2008 and joined COL Capital Limited (Stock Code: 383), a substantial shareholder of the Company. Mr. To then re-joined the Company in January 2011 as Financial Controller. He is a fellow member of the Association of Chartered Certified Accountants and a member of the Hong Kong Institute of Certified Public Accountants. Mr. To has extensive experience in corporate finance, financial management, accounting and auditing.

Shanghai, the PRC

Mr. Zhou Luyong (周魯勇)

General Manager, Shanghai Commodity Business

Mr. Zhou joined the Company in July 2007 and is currently the General Manager, Shanghai Commodity Business. Mr. Zhou has more than 20 years experience within the natural resource sector, including commodity trading and bulk carrier chartering. Prior to APAC, Mr. Zhou was the Manager of Baosteel's overseas subsidiaries (in both Hong Kong and Europe), and worked as the General Manager of Coal & Coke Department at Shanghai Baosteel International Economic and Trading Co., Ltd. from 2002, responsible for coal & coke purchase and sales for Baosteel Group. He also established Shanghai Baoding Energy Co., Ltd., a subsidiary of Baosteel Group.

Directors' Report

The directors of the Company (the "Directors") present their report and the consolidated financial statements of the Group for the year ended 30 June 2013.

PRINCIPAL ACTIVITIES

The Company is an investment holding company. The principal activities of its subsidiaries are set out in note 34 to the consolidated financial statements.

RESULTS

The results of the Group for the year ended 30 June 2013 are set out in the consolidated statement of profit or loss on page 42.

DIVIDEND

Given the Company has negative distributable reserve, the Board does not recommend the payment of a dividend for the year ended 30 June 2013 (2012: Nil).

CLOSURE OF REGISTER

The annual general meeting of the Company will be held on Thursday, 5 December 2013.

To ascertain shareholders' eligibility to attend and vote at the annual general meeting to be held on 5 December 2013, the register of members of the Company will be closed from Tuesday, 3 December 2013 to Thursday, 5 December 2013, both days inclusive, during which period no transfer of shares of the Company will be effected. In order to qualify to attend and vote at the annual general meeting, all transfers of share ownership, accompanied by the relevant share certificates, must be lodged with the Company's branch share registrar in Hong Kong, Tricor Secretaries Limited, at 26th Floor, Tesbury Centre, 28 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Monday, 2 December 2013.

SEGMENT INFORMATION

An analysis of the Group's turnover and contribution to results by business activities for the year ended 30 June 2013 is set out in note 6 to the consolidated financial statements.

SHARE CAPITAL

Details of movements in share capital of the Company during the year ended 30 June 2013 are set out in note 25 to the consolidated financial statements.

Directors' Report

RESERVES

Details of movements in reserves of the Company and of the Group during the year ended 30 June 2013 are set out in note 26 to the consolidated financial statements and in the consolidated statement of changes in equity on page 45 respectively.

PROPERTY, PLANT AND EQUIPMENT

Details of movements in property, plant and equipment during the year ended 30 June 2013 are set out in note 15 to the consolidated financial statements.

DIRECTORS

The Directors during the year ended 30 June 2013 and up to the date of this Annual report were:

Executive Directors

Ms. Chong Sok Un (Chairman) Mr. Andrew Ferguson (Chief Executive Officer) Mr. Yue Jialin (Retired on 5 December 2012) Mr. Kong Muk Yin

Non-Executive Directors

Mr. Lee Seng Hui Mr. So Kwok Hoo Mr. Peter Anthony Curry

Independent Non-Executive Directors

Dr. Wong Wing Kuen, Albert Mr. Chang Chu Fai, Johnson Francis Mr. Robert Moyse Willcocks

In accordance with Bye-law 87 of the Bye-laws of the Company (the "Bye-laws"), Mr. Andrew Ferguson, Mr. So Kwok Hoo and Mr. Peter Anthony Curry will retire at the forthcoming annual general meeting and, being eligible, offer themselves for re-election.

No Director being proposed for re-election at the forthcoming annual general meeting has a service contract with the Company or any of its subsidiaries which is not determinable by the Company within one year without payment of compensation, other than statutory compensation.

DIRECTORS' INTERESTS IN SHARES, UNDERLYING SHARES AND DEBENTURES

As at 30 June 2013, the interests and short positions held by the Directors and chief executive of the Company in the shares, underlying shares or 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 of Hong Kong Limited (the "Stock Exchange") pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (the "Model Code") as set out in Appendix 10 to the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules") were as follows:

Long positions in shares and underlying shares of the Company

Number of shares/underlying shares held
Name of Director Capacity in which
interests are held
Interests
Interests in
under equity
shares
derivatives
(Note 3)
Total
interests
Approximate
percentage of
shareholding
(Note 1)
Ms. Chong Sok Un Beneficial owner and
interest of controlled
corporations
2,030,939,562
(Note 2)
2,030,939,562 29.81%
Mr. Andrew Ferguson Beneficial owner 25,000,000 25,000,000 0.37%

Notes:

    1. The percentage of shareholding is calculated on the basis of the Company's issued share capital of 6,811,927,990 shares as at 30 June 2013.
    1. These shares are held by (i) Rise Cheer Investments Limited ("Rise Cheer") as to 1,124,640,000 shares and (ii) Taskwell Limited ("Taskwell") as to 906,299,562 shares, both are wholly-owned subsidiaries of Besford International Limited ("Besford"). Besford is a wholly-owned subsidiary of COL Capital Limited ("COL"). Accordingly, COL is deemed to have interests in the shares in which Rise Cheer and Taskwell are interested. As at 30 June 2013, COL was 72.13% owned by Vigor Online Offshore Limited which in turn is a wholly-owned subsidiary of China Spirit Limited ("China Spirit") in which Ms. Chong Sok Un maintains 100% beneficial interest. Therefore, Ms. Chong Sok Un is deemed to have interests in the shares in which COL is interested through her 100% interests in China Spirit.
    1. The relevant interests are share options granted pursuant to the Company's share option scheme adopted on 22 September 2004 (the "Scheme"). Upon exercise of the share options in accordance with the Scheme, ordinary shares of HK\$0.10 each in the share capital of the Company are issuable. The share options are personal to the respective Directors and the holders thereof are entitled to subscribe for shares of the Company. These share options were either lapsed or cancelled in July 2012 hence are no longer exercisable. Further details of the share options are set out in the section headed SHARE OPTION SCHEME.

Save as disclosed above, as at 30 June 2013, none of the Directors or chief executive of the Company had any interests or short positions in shares, underlying shares or debentures of the Company or any of its associated corporations (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.

Directors' Report

SHARE OPTION SCHEME

The detailed disclosures relating to the Company's share option scheme and valuation of options are set out in note 27 to the consolidated financial statements.

ARRANGEMENTS TO PURCHASE SHARES OR DEBENTURES

Save as disclosed under the section headed DIRECTORS' INTERESTS IN SHARES, UNDERLYING SHARES AND DEBENTURES and notes 12 and 27 to the consolidated financial statements, at no time during the year ended 30 June 2013 was the Company or any of its subsidiaries a party to any arrangements to enable the Directors, their respective spouse or children under 18 years of age to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate.

DIRECTORS' INTERESTS IN CONTRACTS OF SIGNIFICANCE

No contracts of significance, to which the Company or any of its subsidiaries was a party and in which a Director had a material interest, whether directly or indirectly, subsisted at the end of or at any time during the year ended 30 June 2013.

CHANGES IN INFORMATION OF DIRECTORS

Pursuant to Rule 13.51(B) of the Listing Rules, save for the annual remuneration (inclusive of salary, retirement benefits scheme contribution and housing allowance) of Mr. Andrew Ferguson being revised to HK\$3,770,000 and changes in the Biographical Details of Directors and Management of this Annual Report, there was no other change in the information of the Directors required to be disclosed pursuant to Rule 13.51(B) of the Listing Rules subsequent to the date of the Interim Report 2012 of the Company.

SUBSTANTIAL SHAREHOLDERS

As at 30 June 2013, the following persons, other than the Directors or chief executive of the Company, were interested or had short positions in more than 5% of the shares and underlying shares of the Company as recorded in the register required to be kept by the Company under Section 336 of the SFO:

Long positions in shares and underlying shares of the Company

Number of shares/underlying shares held
Name of Shareholder Capacity in which
interests are held
Interests in
shares
Interests
under equity
derivatives
Total interests Approximate
percentage of
shareholding
(Note 1)
Benefit Rich Limited Beneficial owner
(Note 2)
956,000,000 956,000,000 14.03%
Shougang Fushan Resources
Group Limited
Interest of a controlled
corporation (Note 2)
956,000,000 956,000,000 14.03%
Rise Cheer Investments
Limited
Beneficial owner
(Note 3)
1,124,640,000 1,124,640,000 16.51%
Taskwell Limited Beneficial owner
(Note 3)
906,299,562 906,299,562 13.30%
COL Capital Limited Interest of controlled
corporations (Note 3)
2,030,939,562 2,030,939,562 29.81%

Notes:

    1. The percentage of shareholding is calculated on the basis of the Company's issued share capital of 6,811,927,990 shares as at 30 June 2013.
    1. These shares are held by Benefit Rich Limited ("Benefit Rich"), a wholly-owned subsidiary of Shougang Fushan Resources Group Limited ("Shougang Fushan"). Accordingly, Shougang Fushan is deemed to have the same long position as Benefit Rich under the SFO.
    1. These shares are held by (i) Rise Cheer Investments Limited ("Rise Cheer") as to 1,124,640,000 shares and (ii) Taskwell Limited ("Taskwell") as to 906,299,562 shares, both are wholly-owned subsidiaries of Besford International Limited ("Besford"). Besford is a wholly-owned subsidiary of COL Capital Limited ("COL"). Accordingly, COL is deemed to have interests in the shares in which Rise Cheer and Taskwell are interested. As at 30 June 2013, COL was 72.13% owned by Vigor Online Offshore Limited which in turn is a wholly-owned subsidiary of China Spirit Limited ("China Spirit") in which Ms. Chong Sok Un maintains 100% beneficial interest. Therefore, Ms. Chong Sok Un is deemed to have interests in the shares in which COL is interested through her 100% interests in China Spirit.

Save as disclosed above and in the section headed DIRECTORS' INTERESTS IN SHARES, UNDERLYING SHARES AND DEBENTURES, as at 30 June 2013, the Company was not notified of any other person having any interests or short positions in the shares or underlying shares of the Company as recorded in the register required to be kept by the Company under section 336 of the SFO.

Directors' Report

DIRECTORS' INTERESTS IN COMPETING BUSINESSES

The Directors are of the opinion that during the year ended 30 June 2013, none of the Directors had any interest in any businesses which compete or are likely to compete, either directly or indirectly, with the businesses of the Group.

PURCHASE, SALE OR REDEMPTION OF THE COMPANY'S LISTED SECURITIES

The Company did not repurchase any shares of HK\$0.10 each in the capital of the Company during the year ended 30 June 2013. However, the Company had 1,120,000 shares brought forward from 30 June 2012 which were repurchased by the Company in June 2012 but not yet cancelled. These repurchased shares were subsequently cancelled and accordingly, the Company's issued share capital was diminished by the nominal value thereof. The premium payable on repurchases was charged against the Company's share premium account.

Particulars of the repurchase of shares brought forward from 30 June 2012 are as follows:

Aggregate
consideration
Number
of shares
Highest
price paid
Lowest
price paid
paid
(excluding
Month of repurchase/cancellation repurchased per share
HK\$
per share
HK\$
expenses)
HK\$000
June 2012/July 2012 1,120,000 0.290 0.285 323

Save as disclosed above, neither the Company nor any of its subsidiaries purchased, sold or redeemed any of the Company's listed securities during the year ended 30 June 2013.

MAJOR CUSTOMERS AND SUPPLIERS

During the year ended 30 June 2013, the Group's five largest customers in aggregate accounted for 100% of the turnover of the Group and the largest customer accounted for approximately 70% of the total turnover of the Group.

The aggregate purchases attributable to the Group's two largest suppliers during the year ended 30 June 2013 accounted for the entire purchases of the Group and the largest supplier accounted for approximately 63% of the total purchases of the Group.

At no time during the year ended 30 June 2013 did a Director, an associate of a Director or a shareholder of the Company, which to the knowledge of the Directors owns more than 5% of the Company's issued share capital, have an interest in any of the five largest customers and any of the two largest suppliers of the Group.

EMOLUMENT POLICY

The Group's employees are selected, remunerated and promoted based on their merit, qualifications and competence.

The Company adopted the model set out in Code Provision B.1.2(c)(ii) of Appendix 14 to the Listing Rules as its remuneration model for determining the emoluments of the Directors. This model stipulates that the remuneration committee shall make recommendations to the Board on the remuneration packages of individual executive Directors and senior management. The remuneration committee of the Company would take into consideration, among other things, the duties and responsibilities of the Directors and senior management and prevailing market conditions when determining their remuneration.

The Company has adopted a share option scheme to provide incentives to eligible persons, including directors, employees, consultants, suppliers and customers of the Group. Details of the scheme are set out in note 27 to the consolidated financial statements.

RELATED PARTY TRANSACTIONS

During the year ended 30 June 2013, the Group entered into transactions with related parties, details of which are set out in note 29 to the consolidated financial statements. None of these related party transactions constitutes a connected transaction or a continuing connected transaction of the Group as defined in and required to be disclosed under Chapter 14A of the Listing Rules.

PRE-EMPTIVE RIGHTS

There are no provisions for pre-emptive rights under the Bye-Laws, or the company laws of Bermuda, which would oblige the Company to offer new shares on a pro-rata basis to existing shareholders.

PUBLIC FLOAT

As at the date of this Annual report, the Company has maintained a sufficient public float under the Listing Rules, based on the information that is publicly available to the Company and within the knowledge of its Directors.

AUDITOR

The consolidated financial statements of the Group for the year ended 30 June 2013 were audited by Messrs. Deloitte Touche Tohmatsu. Messrs. Deloitte Touche Tohmatsu will retire and a resolution for reappointment of Messrs. Deloitte Touche Tohmatsu as auditor of the Company will be proposed at the forthcoming annual general meeting of the Company.

Directors' Report

REVIEW OF RESULTS BY AUDIT COMMITTEE

The Group's final results for the year ended 30 June 2013 have been reviewed by the audit committee of the Company.

On behalf of the Board

Chong Sok Un Chairman

Hong Kong, 25 September 2013

Corporate Governance Report

The Company strives to attain and maintain a high standard of corporate governance as it believes that effective corporate governance practices are fundamental to enhancing shareholders' value and safeguarding interests of shareholders and other stakeholders. Accordingly, the Board attributes a high priority to identifying and implementing appropriate corporate governance practices to ensure transparency, accountability and effective internal controls.

CORPORATE GOVERNANCE PRACTICES

The Company has adopted the Code on Corporate Governance Practices (the "CG Code") as contained in Appendix 14 to the Listing Rules which sets out the principles of good corporate governance. During the year ended 30 June 2013, the Company has fully complied with the code provisions of the CG Code.

DIRECTORS' SECURITIES TRANSACTIONS

The Company has adopted the Model Code as set out in Appendix 10 to the Listing Rules as its code for securities transactions by the Directors. Having made specific enquiry of all Directors, the Company confirmed that all Directors had complied with the required standards set out in the Model Code during the year ended 30 June 2013.

Corporate Governance Report

BOARD OF DIRECTORS

The Board is charged with the responsibility of the leadership and control of the Group. The Board promotes the success of the Group and makes decisions objectively in the best interests of the Group. The Board's role is mainly to direct and supervise the affairs of the Group, establishing its strategic direction and setting objectives and business development plans. In addition, the Board has also delegated various responsibilities to the Board committees.

The Board currently comprises nine Directors, with three Executive Directors, three Non-Executive Directors and three Independent Non-Executive Directors. During the year ended 30 June 2013, the attendance of each Director at the Board, committee and general meeting is set out below:

General
Board Audit Remuneration Nomination Meeting
(Note 1) (Note 2)
Executive Directors
Ms. Chong Sok Un 5/5 1/1 1/1 1/1
Mr. Andrew Ferguson 5/5 0/1
Mr. Yue Jialin (Note 3) 1/1
Mr. Kong Muk Yin 5/5 1/1
Non-Executive Directors
Mr. Lee Seng Hui 4/5 2/2 1/1 1/1 0/1
Mr. So Kwok Hoo 5/5 0/1
Mr. Peter Anthony Curry 4/5 1/1
Independent Non-Executive Directors
Dr. Wong Wing Kuen, Albert 5/5 2/2 1/1 1/1 1/1
Mr. Chang Chu Fai, Johnson Francis 5/5 2/2 1/1 1/1 1/1
Mr. Robert Moyse Willcocks 5/5 2/2 1/1 1/1 1/1

Notes:

  1. During the year ended 30 June 2013, the Board held four regular meetings and one additional meeting.

  2. The annual general meeting of the Company was held on 5 December 2012 (the "2012 AGM").

  3. Mr. Yue Jialin retired as an Executive Director on 5 December 2012. During the period between 1 July 2012 and the date of his retirement, there was only one Board meeting being held.

Every Director is entitled to have access to Board papers and related materials, and the advice and services of the company secretary of the Company (the "Company Secretary"), and has the liberty to seek independent professional advice at the Company's expense if so reasonably required. Directors will be continuously updated on the major development of the Listing Rules and other applicable regulatory requirements to ensure compliance and upkeep of good corporate governance practices.

The biographical details of the Directors are set out on pages 16 to 18 of this Annual Report, which demonstrates a diversity of skills, experience and qualifications. Save as disclosed therein, the Board members have no financial, business, family or other material/relevant relationships with each other. The Company appointed three Independent Non-Executive Directors. At least one of them has appropriate professional qualifications, or accounting or related financial management expertise as required under Rule 3.10 of the Listing Rules. The Board has received annual confirmation of independence from the Independent Non-Executive Directors and considers all of them to be independent pursuant to Rule 3.13 of the Listing Rules.

The Company encourages the Directors to attend any relevant programme to further enhance their knowledge to enable them to discharge their duties and responsibilities more effectively. During the year ended 30 June 2013, all Directors have attended relevant training programmes. The training programmes attended include participation in conferences, seminars or courses of formal education, participation in in-house seminars, attending training relevant to the Company's business conducted by lawyers, private study of material relevant to the director's duties and responsibilities and giving talks at conferences or seminars. The training received by each Director is set out below:

Training Received C H L P T
Ms. Chong Sok Un
Mr. Andrew Ferguson
Mr. Yue Jialin
(From 1 July 2012 to 5 December 2012,
date of retirement)
Mr. Kong Muk Yin
Mr. Lee Seng Hui
Mr. So Kwok Hoo
Mr. Peter Anthony Curry
Dr. Wong Wing Kuen, Albert
Mr. Chang Chu Fai, Johnson Francis
Mr. Robert Moyse Willcocks

Codes:

C Participation in conferences, seminars or courses of formal education

  • H Participation in in-house seminars
  • L Attending training relevant to the Company's business conducted by lawyers
  • P Private study of material relevant to director's duties and responsibilities
  • T Giving talks at conferences or seminars

Corporate Governance Report

CHAIRMAN AND CHIEF EXECUTIVE OFFICER

The Chairman and the Chief Executive Officer of the Company are Ms. Chong Sok Un and Mr. Andrew Ferguson respectively. The roles of the Chairman and the Chief Executive Officer are segregated and assumed by two separate individuals who have no relationship with each other to strike a balance of power and authority so that the job responsibilities are not concentrated on any one individual. The Chairman of the Board is responsible for the leadership and effective running of the Board, while the Chief Executive Officer is delegated with the authorities to manage the business of the Group in all respects effectively.

NON-EXECUTIVE DIRECTORS AND LETTERS OF APPOINTMENT

In compliance with the CG Code, all Non-Executive Directors and Independent Non-Executive Directors have entered into letters of appointment with the Company for a term of three years commencing from 1 June 2012.

BOARD COMMITTEES

The Company's Board has established four committees, namely remuneration committee (the "Remuneration Committee"), audit committee (the "Audit Committee"), nomination committee (the "Nomination Committee") and executive committee (the "Executive Committee"). All committees are provided with sufficient resources to perform their duties and have access to independent professional advice at the Company's expense if so reasonably required.

Remuneration Committee

The Remuneration Committee comprises Dr. Wong Wing Kuen, Albert (Chairman), Mr. Chang Chu Fai, Johnson Francis and Mr. Robert Moyse Willcocks, all Independent Non-Executive Directors, Ms. Chong Sok Un, an Executive Director and the Chairman of the Board and Mr. Lee Seng Hui, a Non-Executive Director.

The Remuneration Committee shall meet at least once a year. During the year ended 30 June 2013, one meeting of the Remuneration Committee was held and the attendance of the members is set out in the section headed BOARD OF DIRECTORS.

The terms of reference of the Remuneration Committee are available on the websites of the Stock Exchange and the Company. The Company adopted the model set out in Code Provision B.1.2(c)(ii) of the CG Code as its remuneration model, under which the Remuneration Committee shall make recommendations to the Board on the remuneration packages of individual Executive Directors and senior management.

The primary duties of the Remuneration Committee are:

    1. to make recommendations to the Board on the Company's policy and structure for all remuneration of Directors and senior management and on the establishment of a formal and transparent procedure for developing remuneration policy;
    1. to review and approve the management's remuneration proposals with reference to the Board's corporate goals and objectives;
    1. to make recommendations to the Board on the remuneration of Non-Executive Directors;
    1. to consider salaries paid by comparable companies, time commitment and responsibilities and employment conditions elsewhere in the Group;
    1. to review and approve compensation payable to Executive Directors and senior management for any loss of termination of office or appointment to ensure that it is consistent with contractual terms and is otherwise fair and not excessive;
    1. to review and approve compensation arrangements relating to dismissal or removal of Directors for misconduct to ensure that they are consistent with contractual terms and are otherwise reasonable and appropriate; and
    1. to ensure that no Director or any of his associates is involved in deciding his own remuneration.

During the year ended 30 June 2013, the Remuneration Committee has reviewed the remuneration proposals of the Directors and senior management and made recommendations to the Board on the revised remuneration. The Remuneration Committee also reviewed letters of appointment for the Directors and made recommendations to the Board.

Details of the Directors' emoluments and remuneration payable to members of senior management by band are set out in notes 12 and 29 to the consolidated financial statements.

Audit Committee

The Audit Committee comprises Dr. Wong Wing Kuen, Albert (Chairman), Mr. Chang Chu Fai, Johnson Francis and Mr. Robert Moyse Willcocks, all Independent Non-Executive Directors and Mr. Lee Seng Hui, a Non-Executive Director. The Audit Committee is chaired by an Independent Non-Executive Director with appropriate professional qualifications, or accounting or related financial management expertise.

The Audit Committee shall meet at least twice a year. During the year ended 30 June 2013, two meetings of the Audit Committee were held and attended by the external auditor of the Company. The attendance of the members is set out in the section headed BOARD OF DIRECTORS.

The terms of reference of the Audit Committee, which have been modelled off the CG Code, are available on the websites of the Stock Exchange and the Company.

The primary duties of the Audit Committee are:

    1. to recommend to the Board on the appointment, reappointment and removal of the external auditor and to approve the remuneration and terms of engagement of the external auditor, and any questions of its resignation or dismissal;
    1. to review and monitor the external auditor's independence, objectivity and effectiveness and discuss with it the nature and scope of the audit;
    1. to monitor the integrity of the financial statements of the Company, including the interim and annual accounts, interim reports and annual reports before submission to the Board and to discuss any problems and reservations arising therefrom;
    1. to review the Group's financial controls, internal control and risk management systems;

Corporate Governance Report

    1. to consider major investigation findings on internal control matters as delegated by the Board and management's response to these findings; and
    1. to review the external auditor's management letters and management's response.

During the year ended 30 June 2013, the Audit Committee has reviewed and discussed the financial reporting matters, including the review of the interim and annual financial statements. The Audit Committee established a procedure by which the employees of the Company may raise concerns about possible improprieties in financial reporting, internal control or other matters. The Audit Committee shall ensure that proper arrangements are in place for fair and independent investigation of the reporting matters and for appropriate follow-up action.

Nomination Committee

The Nomination Committee comprises Ms. Chong Sok Un (Chairman), an Executive Director and the Chairman of the Board, Dr. Wong Wing Kuen, Albert, Mr. Chang Chu Fai, Johnson Francis and Mr. Robert Moyse Willcocks, all Independent Non-Executive Directors and Mr. Lee Seng Hui, a Non-Executive Director.

The Nomination Committee shall meet at least once a year. During the year ended 30 June 2013, one meeting of Nomination Committee was held and the attendance of the members is set out in the section headed BOARD OF DIRECTORS.

The terms of reference of the Nomination Committee adopted which include the code provisions set out in the CG Code are available on the websites of the Stock Exchange and the Company.

The primary duties of the Nomination Committee are:

    1. to review the structure, size and composition (including the skills, knowledge, experience and time for performing director's duties) of the Board at least annually and make recommendations on any proposed changes to the Board to complement the Company's corporate strategy;
    1. to identify individuals suitably qualified to become Board members and select or make recommendations to the Board on the selection of individuals nominated for directorships;
    1. to assess the independence of Independent Non-Executive Directors; and
    1. to make recommendations to the Board on the appointment or re-appointment of Directors and succession planning for Directors, in particular the chairman and the chief executive.

Executive Committee

The Executive Committee has been established by the Board with specific terms of reference. It comprises Ms. Chong Sok Un (Chairman), Mr. Andrew Ferguson and Mr. Kong Muk Yin, all being Executive Directors. The Executive Committee is responsible for reviewing and approving, inter alia, any matters arising from the day-to-day activities of the Group and any matters to be delegated by the Board from time to time.

Corporate Governance Function

The Board has delegated the corporate governance duties to the Executive Committee. The primary corporate governance duties performed by the Executive Committee are:

    1. to develop and review the Company's policies and practices on corporate governance and make recommendations to the Board;
    1. to review and monitor the training and continuous professional development of Directors and senior management;
    1. to review and monitor the Company's policies and practices on compliance with legal and regulatory requirements;
    1. to develop, review and monitor the code of conduct and compliance manual (if any) applicable to employees and Directors; and
    1. to review the Company's compliance with the code and disclosure in the Corporate Governance Report.

During the year ended 30 June 2013, the Board and the Executive Committee has continued to develop and review the Company's corporate governance practices.

ACCOUNTABILITY AND AUDIT

The Directors acknowledge their responsibility for preparing the consolidated financial statements for the year ended 30 June 2013. The Directors aim to present a clear and understandable assessment of the Group's position and prospects. The Board is not aware of any material uncertainties relating to events or conditions that may cast significant doubt upon the Group's ability to continue as a going concern, the Board therefore continues to adopt the going concern approach in preparing the consolidated financial statements of the Group. The Board acknowledges its responsibility to present a balanced, clear and understandable assessment in the Company's annual and interim reports, inside information announcements and other financial disclosures required by the Listing Rules, and reports to the regulators.

The responsibilities of the external auditor with respect to the financial reporting are set out in the Independent Auditor's Report of this Annual Report.

DISCLOSURE OF LONG TERM BASIS FOR GENERATING OR PRESERVING BUSINESS VALUE

A discussion and analysis of the Group's corporate strategy and long term business model is set out in the Management Discussion and Analysis of this Annual Report.

Corporate Governance Report

INTERNAL CONTROLS

The Board is responsible for overseeing the Group's internal control system and reviewing its effectiveness. However, such a system is designed to manage the Group's risks within an acceptable risk profile, rather than to eliminate the risk of failure, to achieve the business objectives of the Group. Accordingly, it can only provide reasonable assurance but not absolute assurance against material misstatement of management and financial information and records or against financial losses or fraud.

The Board, through the Audit Committee, conducted an annual review of the effectiveness of the internal control system of the Group. The review covers all material controls, including financial, operational and compliance controls and risk management functions. The Board is of the view that the internal control system in place for the year ended 30 June 2013 is sufficient to safeguard the interests of the shareholders and the Group's assets.

AUDITORS' REMUNERATION

During the year ended 30 June 2013, the remuneration paid or payable to the Company's auditor, Deloitte Touche Tohmatsu is set out below:

Services rendered Fee paid or
payable
HK\$'000
Audit services 830
Non-audit services
— review of interim report and preliminary annual results announcement 140
970

COMPANY SECRETARY

During the period between 1 July 2012 and 5 February 2013, Ms. Chan Suk Mei, a full-time employee of the Company, was appointed as the Company Secretary. Since 6 February 2013, Mr. Wong Wai Keung, Frederick, the Chief Financial Officer of the Company, has also assumed the role of the Company Secretary.

SHAREHOLDERS' RIGHTS

How Shareholders Can Convene a Special General Meeting

Pursuant to Bye-law 58 of the Bye-laws, shareholders holding at the date of deposit of the requisition not less than one-tenth of the paid up capital of the Company carrying the right of voting at general meetings of the Company shall at all times have the right, by written requisition to the Board or the Company Secretary, to require a special general meeting to be called by the Board for the transaction of any business specified in such requisition; and such meeting shall be held within two months after the deposit of such requisition. If within twenty-one days of such deposit the Board fails to proceed to convene such meeting the requisitionists themselves may do so in accordance with the provisions of Section 74(3) of the Companies Act 1981 of Bermuda (the "Act").

The written requisition must state the purposes of the general meeting, signed by the shareholder(s) concerned and may consist of several documents in like form, each signed by one or more of those shareholders. Such written requisition can be addressed to the Board or the Company Secretary in writing by mail to the Company's registered office in Bermuda at Clarendon House, 2 Church Street, Hamilton HM11, Bermuda and preferably with a copy to its principal office in Hong Kong at 32/F, China Online Centre, 333 Lockhart Road, Wanchai, Hong Kong.

If the requisition is in order, the Company Secretary will ask the Board to convene a special general meeting by serving sufficient notice in accordance with the statutory requirements to all the registered shareholders. On the contrary, if the requisition is invalid, the shareholder(s) concerned will be advised of this outcome and accordingly, a special general meeting will not be convened as requested.

Pursuant to Section 74(3) of the Act, if the directors do not within twenty-one days from the date of the deposit of the requisition proceed duly to convene a meeting, the requisitionists, or any of them representing more than one half of the total voting rights of all of them, may themselves convene a meeting, but any meeting so convened shall not be held after the expiration of three months from the said date.

Procedures by which Enquiries may be Put to the Board

Shareholders may, at any time, direct enquiries to the Board. Such enquiries can be addressed to the Company Secretary in writing by mail to the Company's registered office in Bermuda at Clarendon House, 2 Church Street, Hamilton HM11, Bermuda or its principal office in Hong Kong at 32/F, China Online Centre, 333 Lockhart Road, Wanchai, Hong Kong.

Procedures for Putting Forward Proposals at Shareholders' Meetings

For putting forward a proposal at shareholders' meeting, shareholders are requested to follow the requirements and procedures as set out in the Bye-laws and the Act.

According to Sections 79(1) and 79(2) of the Act, shareholder(s) of the Company holding (i) not less than one-twentieth of the total voting rights of all shareholders having the right to vote at the general meeting of the Company; or (ii) not less than 100 shareholders, can submit a written request stating the resolution intended to be moved at the annual general meeting; or a statement of not more than 1,000 words with respect to the matter referred to in any proposed resolution or the business to be dealt with at a particular general meeting.

The written request/statements must be signed by the shareholder(s) concerned and deposited at the Company's registered office in Bermuda at Clarendon House, 2 Church Street, Hamilton HM11, Bermuda and preferably with a copy deposited at its principal office in Hong Kong at 32/F, China Online Centre, 333 Lockhart Road, Wanchai, Hong Kong, for the attention of the Company Secretary, not less than six weeks before the annual general meeting in the case of a requisition requiring notice of a resolution and not less than one week before the general meeting in the case of any other requisition.

If the written request is in order, the Company Secretary will ask the Board (i) to include the resolution in the agenda for the annual general meeting; or (ii) to circulate the statement for the general meeting, provided that the shareholder(s) concerned have deposited a sum of money reasonably determined by the Board sufficient to meet the Company's expenses in serving the notice of the resolution and/or circulating the statement submitted by the shareholder(s) concerned in accordance with the statutory requirements to all the registered shareholders. On the contrary, if the requisition is invalid or the shareholder(s) concerned have failed to deposit sufficient money to meet the Company's expenses for the said purposes, the shareholder(s) concerned will be advised of this outcome and accordingly, the proposed resolution will not be included in the agenda for the annual general meeting; or the statement will not be circulated for the general meeting.

Procedures for Shareholders to Propose a Person for Election as a Director

Pursuant to Bye-law 88 of the Bye-laws, if a shareholder, who is duly qualified to attend and vote at the general meeting convened to deal with appointment or election of director(s), wishes to propose a person (other than a retiring Director and the shareholder himself/herself) for election as a Director at that general meeting, such shareholder can deposit a notice in writing of the intention to propose that person for election as a Director and a notice in writing by that person of his willingness to be elected at the registered office of the Company in Bermuda at Clarendon House, 2 Church Street, Hamilton HM11, Bermuda or at the principal office in Hong Kong at 32/F, China Online Centre, 333 Lockhart Road, Wanchai, Hong Kong at least seven days before the date of the general meeting. The period for lodging such notice will commence no earlier than the day after the despatch of the notice of the meeting appointed for such election and no later than seven days prior to the date of such meeting.

If a shareholder wishes to nominate a person to stand for election as a Director, the following documents must be validly served on the Company Secretary, namely (i) notice of intention to propose a resolution to elect a person as a Director (the "Nominated Candidate") at the general meeting; (ii) notice in writing executed by the Nominated Candidate of his/her willingness to be elected and (iii) the information as required to be disclosed under Rule 13.51(2) of the Listing Rules and such other information as required by the Listing Rules, the Bye-laws and the Act from time to time.

INVESTOR RELATIONS

The Board recognises the importance of good communication with shareholders. Information in relation to the Group is disseminated to shareholders in a timely manner through a number of formal channels, including interim and annual reports, announcements and circulars.

The Company's general meetings are valuable forum for the Board to communicate directly with the shareholders. Shareholders are encouraged to attend the general meetings of the Company.

During the year ended 30 June 2013, the 2012 AGM was held on 5 December 2012. All the resolutions proposed at the 2012 AGM were duly passed by the shareholders by way of poll. The results of the poll were published on the websites of the Stock Exchange and the Company.

Ms. Chong Sok Un, Chairman of the Board and member of the Remuneration Committee chaired the 2012 AGM. Ms. Chong together with other members of the Remuneration Committee, namely Dr. Wong Wing Kuen, Albert, Mr. Chang Chu Fai, Johnson Francis and Mr. Robert Moyse Willcocks who also attended the 2012 AGM were available to answer questions thereat.

The external auditor of the Company, Messrs. Deloitte Touche Tohmatsu attended the 2012 AGM to answer questions about the conduct of the audit, the preparation and content of the auditor's report, the accounting policies and auditor independence.

The forthcoming annual general meeting of the Company will be held on 5 December 2013 (the "2013 AGM"). Notice convening the 2013 AGM will be published on the websites of the Stock Exchange and the Company and despatched to shareholders of the Company before 31 October 2013.

SIGNIFICANT CHANGES IN CONSTITUTIONAL DOCUMENTS

During the year ended 30 June 2013, there were no changes made to the constitutional documents of the Company.

SHARE INTERESTS OF SENIOR MANAGEMENT

Senior management of the Company comprises Mr. Andrew Ferguson and Mr. Wong Wai Keung, Frederick. As at 30 June 2013, Mr. Ferguson was interested in 25,000,000 shares of the Company as set out in the section headed DIRECTORS' INTERESTS IN SHARES, UNDERLYING SHARES AND DEBENTURES of the Directors' Report while Mr. Wong held no interest in shares of the Company.

Independent Auditor's Report

TO THE MEMBERS OF APAC RESOURCES LIMITED

(incorporated in Bermuda with limited liability)

We have audited the consolidated financial statements of APAC Resources Limited (the "Company") and its subsidiaries (collectively referred to as the "Group") set out on pages 42 to 112, which comprise the consolidated statement of financial position as at 30 June 2013, and the consolidated statement of profit or loss, consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information.

DIRECTORS' RESPONSIBILITY FOR THE CONSOLIDATED FINANCIAL STATEMENTS

The directors of the Company are responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants and the disclosure requirements of the Hong Kong Companies Ordinance, and for such internal control as the directors determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

AUDITOR'S RESPONSIBILITY

Our responsibility is to express an opinion on these consolidated financial statements based on our audit and to report our opinion solely to you, as a body, in accordance with Section 90 of the Bermuda Companies Act, and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report. We conducted our audit in accordance with Hong Kong Standards on Auditing issued by the Hong Kong Institute of Certified Public Accountants. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation of consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OPINION

In our opinion, the consolidated financial statements give a true and fair view of the state of affairs of the Group as at 30 June 2013, and of the Group's loss and cash flows for the year then ended in accordance with Hong Kong Financial Reporting Standards and have been properly prepared in accordance with the disclosure requirements of the Hong Kong Companies Ordinance.

Deloitte Touche Tohmatsu Certified Public Accountants Hong Kong 25 September 2013

Consolidated Statement of Profit or Loss

For the year ended 30 June 2013

2013 2012
Notes HK\$'000 HK\$'000
(restated)
Revenue from sales of goods 5 1,104,617 1,050,205
Cost of sales (1,092,065) (1,046,751)
12,552 3,454
Other gains and losses 7 (2,387,295) (377,396)
Other income 8 15,545 12,037
Administrative expenses
— General administrative expenses (44,770) (46,257)
— Equity-settled share option expenses (14,021) (28,612)
Finance costs 9 (6,195) (23,095)
Share of results of associates 347,152 218,792
Loss before taxation 10 (2,077,032) (241,077)
Income tax expense 11 (2,655) (1,890)
Loss for the year attributable to owners of the Company (2,079,687) (242,967)
Loss per share (expressed in HK cents)
— basic and diluted 13 (30.53) (3.55)

Consolidated Statement of Profit or Loss and Other Comprehensive Income

For the year ended 30 June 2013

2013 2012
HK\$'000 HK\$'000
(Restated)
Loss for the year (2,079,687) (242,967)
Other comprehensive (expense) income, net of tax
Items that may be subsequently reclassified to profit or loss:
Exchange difference arising from translation of associates (302,890) (123,746)
Exchange difference arising from translation of other foreign operations 10,092 4,487
Fair value change of available-for-sale investments (557) (21,731)
Impairment losses on available-for-sale investments 22,320
Reclassification adjustment upon disposal of partial interest in an associate (311)
Reclassification adjustment upon deemed disposal of partial interests
in associates (7,359)
Share of investment revaluation reserve of associates (16,479) 10,363
(317,193) (108,618)
Total comprehensive expense for the year attributable to owners of
the Company (2,396,880) (351,585)

Consolidated Statement of Financial Position

At 30 June 2013

Notes 30.6.2013
HK\$'000
30.6.2012
HK\$'000
(restated)
1.7.2011
HK\$'000
(restated)
ASSETS
Non-current assets
Property, plant and equipment
Interests in associates
Available-for-sale investments
Financial assets designated at fair value
through profit or loss
15
16
17
18
2,011
1,301,491
18,686
77,953
1,589
3,459,522
71,465
118,947
1,370
3,418,854
52,527
Loan receivable 20 28,614
1,428,755 3,651,523 3,472,751
Current assets
Inventories
Trade and other receivables and loan receivable
Investments held for trading
Pledged bank deposits
Bank balances and cash
19
20
21
22
22

27,178
233,091
345,502
492,785
61,932
183,237
410,611
79,748
372,642

54,641
1,440,946
339,158
384,090
1,098,556 1,108,170 2,218,835
Total assets 2,527,311 4,759,693 5,691,586
EQUITY AND LIABILITIES
Capital and reserves
Share capital
Reserves
Accumulated (losses) profits
25 681,193
3,054,187
(1,476,747)
681,305
3,428,398
532,112
686,329
3,548,806
746,880
2,258,633 4,641,815 4,982,015
Current liabilities
Trade and other payables
Bank borrowing
Tax payable
23
24
25,381
242,500
797
115,572

2,306
6,773
689,530
13,268
268,678 117,878 709,571
Total equity and liabilities 2,527,311 4,759,693 5,691,586
Net current assets 829,878 990,292 1,509,264
Total assets less current liabilities 2,258,633 4,641,815 4,982,015

The consolidated financial statements on pages 42 to 112 were approved and authorised for issue by the Board of Directors on 25 September 2013 and are signed on its behalf by:

Consolidated Statement of Changes In Equity

For the year ended 30 June 2013

Attributable to owners of the Company
Share
capital
HK\$'000
Share
premium
HK\$'000
Special
reserve
HK\$'000
(Note 26(a))
Investment
revaluation
reserve
HK\$'000
(Note 26(b)) (Note 26(c))
Exchange
reserve
HK\$'000
Share
option
reserve
HK\$'000
Capital
redemption
reserve
HK\$'000
Accumulated
profits
(losses)
HK\$'000
Total
HK\$'000
At 1 July 2011, as originally stated
Effect of changes in accounting
policy (Note 2)
686,329
2,782,143
(14,980)
26,728
693,045
(5,544)
61,530
5,884
1,157,921
(411,041)
5,398,600
(416,585)
At 1 July 2011, as restated 686,329 2,782,143 (14,980) 26,728 687,501 61,530 5,884 746,880 4,982,015
Loss for the year
Other comprehensive income (expense)
for the year




10,972

(119,590)


(242,967)
(242,967)
(108,618)
Total comprehensive income (expense)
for the year
10,972 (119,590) (242,967) (351,585)
Shares repurchased and cancelled
Equity-settled share option expenses
Lapse/forfeiture of equity-settled
share options
(5,024)

(12,203)








28,612
(33,223)
5,024

(5,024)

33,223
(17,227)
28,612
At 30 June 2012, as restated 681,305 2,769,940 (14,980) 37,700 567,911 56,919 10,908 532,112 4,641,815
Loss for the year
Other comprehensive expense
for the year




(18,197)

(298,996)


(2,079,687) (2,079,687)
(317,193)
Total comprehensive expense
for the year
(18,197) (298,996) (2,079,687) (2,396,880)
Shares repurchased and cancelled
Equity-settled share option expenses
Lapse/cancellation of equity-settled
(112)
(211)




14,021
112
(112)
(323)
14,021
share options
At 30 June 2013

681,193

2,769,729

(14,980)

19,503

268,915
(70,940)

11,020
70,940
(1,476,747)

2,258,633

Consolidated Statement of Cash Flows

For the year ended 30 June 2013

2013
HK\$'000
2012
HK\$'000
(restated)
OPERATING ACTIVITIES
Loss before taxation (2,077,032) (241,077)
Adjustments for:
(Reversal of allowance) allowance for inventories (5,867) 27,812
(Reversal of allowance) allowance for trade receivable (3,317) 3,317
Depreciation of property, plant and equipment 701 687
Net gain on deemed disposal of partial interests in associates (3,359)
Equity-settled share option expenses 14,021 28,612
Fair value change of investments held for trading 193,849 229,160
Fair value change of financial assets designated at fair value through profit or loss 13,022 1,173
Gain on disposal of partial interest in an associate (812)
Gain on disposal of an available-for-sale investment (285)
Loss on deemed disposal of an available-for-sale investment 38,971
Interest income (8,609) (10,599)
Interest expenses 6,195 23,095
Impairment losses on available-for-sale investments 22,320
Impairment loss on loan receivable 6,388 7,294
Share of results of associates (347,152) (218,792)
Impairment losses on interests in associates 2,111,359 73,303
Operating cash flows before movements in working capital (61,115) (54,507)
Decrease (increase) in trade and other receivables 126,764 (139,207)
(Decrease) increase in trade and other payables (90,325) 108,799
Decrease in investments held for trading 2,999 801,175
Decrease (increase) in inventories 73,566 (95,511)
Cash generated from operations 51,889 620,749
Income tax paid (4,164) (12,852)
Net cash from operating activities 47,725 607,897
2013 2012
HK\$'000 HK\$'000
(restated)
INVESTING ACTIVITIES
Purchase of available-for-sale investments (6,183) (41,691)
Purchase of property, plant and equipment (1,117) (902)
Investment in associates (142,630)
Investment in financial assets designated at fair value through profit or loss (120,120)
Placement of pledged bank deposits (1,376,916) (956,284)
Withdrawal of pledged bank deposits 1,111,162 1,215,694
Proceeds from disposal of partial interest in an associate 3,082
Proceeds from disposal of available-for-sale investments 391
Dividend received from an associate 92,655 137,429
Interest received 6,219 10,599
Net cash (used in) from investing activities (173,789) 105,177
FINANCING ACTIVITIES
Payments on repurchase of shares (323) (17,227)
Interest paid (6,061) (23,095)
New borrowings raised 467,152
Repayments of borrowings (224,652) (689,530)
Net cash from (used in) financing activities 236,116 (729,852)
Net increase (decrease) in cash and cash equivalents 110,052 (16,778)
Effect of foreign exchange rate change 10,091 5,330
Cash and cash equivalents at beginning of the year 372,642 384,090
Cash and cash equivalents at end of the year,
represented by bank balances and cash 492,785 372,642

For the year ended 30 June 2013

1. GENERAL

The Company is incorporated in Bermuda as an exempted company with limited liability under the Companies Act 1981 of Bermuda (as amended) and its shares are listed on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"). The addresses of the registered office and principal place of business of the Company are disclosed in the corporate information section of the annual report.

The Company is an investment holding company. The principal activities of its subsidiaries are set out in note 34.

The consolidated financial statements are presented in Hong Kong dollars ("HK\$"), which is also the functional and presentation currency of the Company. All values are rounded to the nearest thousand except when otherwise indicated.

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

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

Amendments to HKAS 1 Presentation of items of other comprehensive income;
Amendments to HKAS 1 As part of the annual improvements to HKFRSs 2009–2011 cycle issued in 2012;
Amendments to HKAS 12 Deferred tax: Recovery of underlying assets; and
HK(IFRIC)-INT 20 Stripping costs in the production phase of a surface mine.

Except as described below, the application of the other amendments to HKFRSs in the current year has had no material effect on the Group's financial performance and positions for the current year and prior years and/or on the disclosures set out in these consolidated financial statements.

Amendments to HKAS 1 Presentation of items of other comprehensive income

The amendments to HKAS 1 introduce new terminology for statement of comprehensive income and income statement. Upon application of the amendments to HKAS 1, the Group's statement of comprehensive income is renamed as a statement of profit or loss and other comprehensive income and income statement is renamed as a statement of profit or loss. 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 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 do not change the option to present items of other comprehensive income either before tax or net of tax. The amendments have been applied retrospectively, and hence the presentation of items of other comprehensive income has been modified to reflect the changes. Other than the above mentioned presentation changes, the application of the amendments to HKAS 1 does not result in any impact on profit or loss, other comprehensive income and total comprehensive income.

2. APPLICATION OF NEW AND REVISED HONG KONG FINANCIAL REPORTING STANDARDS ("HKFRSs") (Continued)

Amendments to HKAS 1 Presentation of financial statements (as part of the annual improvements to HKFRSs 2009–2011 cycle issued in June 2012)

Various amendments to HKFRSs were issued in June 2012, the title of which is Annual Improvements to HKFRSs (2009– 2011 Cycle). The effective date of these amendments is annual periods beginning on or after 1 January 2013.

In the current year, the Group has applied for the first time the amendments to HKAS 1 in advance of the effective date (annual periods beginning on or after 1 January 2013).

HKAS 1 requires an entity that changes accounting policies retrospectively, or makes a retrospective restatement or reclassification to present a statement of financial position as at the beginning of the preceding period (third statement of financial position). The amendments to HKAS 1 clarify that an entity is required to present a third statement of financial position only when the retrospective application, restatement or reclassification has a material effect on the information in the third statement of financial position and that related notes are not required to accompany the third statement of financial position.

In the current year, the Group has applied HK(IFRIC)-INT 20 "Stripping costs in the production phase of a surface mine" for the first time, which has resulted in a material effect on the information in the consolidated statement of financial position as at 1 July 2011. In accordance with the amendments to HKAS 1, the Group has therefore presented a third statement of financial position as at 1 July 2011 without the related notes.

Early application of HK(IFRIC)-INT 20 "Stripping costs in the production phase of a surface mine"

During the current year, the Group has early applied HK(IFRIC)-INT 20, as one of its associates has early applied the equivalent interpretation. HK(IFRIC)-INT 20 has no impact to other associates and group entities.

HK(IFRIC)-INT 20 applies to waste removal costs that are incurred in surface mining activity during the production phase of the mine ("production stripping costs"). Under the interpretation, the costs from this waste removal activity ("stripping") which provide improved access to ore is recognised as a non-current asset ("stripping activity asset") when certain criteria are met, whereas the costs of normal on-going operational stripping activities are accounted for in accordance with HKAS 2 "Inventories". The stripping activity asset is accounted for as an addition to, or as an enhancement of, an existing asset and classified as tangible or intangible according to the nature of the existing asset of which it forms part.

Prior to the issuance of HK(IFRIC)-INT 20, the relevant associate adopted a life-of-mine approach and deferred all costs attributable to waste stripping and recognised as an expense the amortisation of capitalised waste stripping costs over the remaining ore reserves of the relevant mine. Amortisation was provided on the units-of-production method, with separate calculations being made for each mineral resource. Estimated future capital and waste development costs to be incurred in accessing the reserves and measured resources were taken into account in determining amortisation charges. The units-of-production method resulted in an amortisation charge proportional to the depletion of the economically recoverable mineral resources (comprising proven and probable reserves).

For the year ended 30 June 2013

2. APPLICATION OF NEW AND REVISED HONG KONG FINANCIAL REPORTING STANDARDS ("HKFRSs") (Continued)

Early application of HK(IFRIC)-INT 20 "Stripping costs in the production phase of a surface mine" (Continued)

The requirements in accordance with HK(IFRIC)-INT 20 differs from the associate's previous policies in that only waste stripping costs which provide improved access to ore can be capitalised when certain criteria are met, and the capitalisation and amortisation of waste stripping costs is undertaken at the level of individual deposits or components thereof rather than on a whole-of-mine basis. In addition, specific transitional rules are provided to deal with any opening deferred stripping balances recognised under the previous accounting policies.

The equivalent of HK(IFRIC)-INT 20 has been applied by the associate prospectively to production stripping costs incurred on or after the beginning of the earliest period presented, which is 1 July 2011. Such early application has affected the amounts reported in the Group's consolidated financial statements (see the tables below). Any previously recognised asset balance that resulted from stripping activity undertaken during the production phase (predecessor stripping asset) is reclassified as a part of an existing asset to which the stripping activity related, to the extent that there remains an identifiable component of the orebody with which the predecessor stripping asset can be associated. Such balances are then amortised over the remaining expected useful life of the identified component of the orebody to which each predecessor stripping asset balance relates. If there is no identifiable component of the orebody to which the predecessor asset relates, it has been written off through opening accumulated profits at the beginning of the earliest period presented, being 1 July 2011.

Given the nature of the associate's mining operations and the way the associate plans to mine the remaining components of the orebodies, it has been determined that part of the associate's predecessor stripping asset relates to components of the orebodies where the associated ore has already been extracted.

Summary of the effects

The effects of early application described above on the results for the year ended 30 June 2012 by line items presented in the consolidated statement of profit or loss and statement of profit or loss or other comprehensive income are as follows:

2012
HK\$'000
Decrease in share of results of associates (23,374)
Decrease in impairment loss recognised on interest in an associate 307,926
Decrease in loss for the year 284,552
Decrease in exchange difference arising from translation of associates
and other comprehensive expense for the year 22,485

2. APPLICATION OF NEW AND REVISED HONG KONG FINANCIAL REPORTING STANDARDS ("HKFRSs") (Continued)

Early application of HK(IFRIC)-INT 20 "Stripping costs in the production phase of a surface mine" (Continued)

Summary of the effects (Continued)

The effects of the above early application in accounting policy on the financial positions of the Group as at 1 July 2011 and 30 June 2012 are as follows:

As at As at
1.7.2011 As at 30.6.2012 As at
(originally 1.7.2011 (originally 30.6.2012
stated) Adjustments (restated) stated) Adjustments (restated)
HK\$'000 HK\$'000 HK\$'000 HK\$'000 HK\$'000 HK\$'000
(Note)
Interests in associates 3,835,439 (416,585) 3,418,854 3,569,070 (109,548) 3,459,522
Accumulated profits 1,157,921 (411,041) 746,880 658,601 (126,489) 532,112
Exchange reserve 693,045 (5,544) 687,501 550,970 16,941 567,911
Total effects on equity 1,850,966 (416,585) 1,434,381 1,209,571 (109,548) 1,100,023

Note: The accumulated impact on early application of HK(IFRIC)-INT 20 resulted in reduction in interests in associates of HK\$417,474,000 and accumulated profits of HK\$434,415,000 respectively as at 30 June 2012, while such effect is reduced by the adjustment of impairment loss recognised in respect of interest in an associate of HK\$307,926,000 due to the reduction in the carrying value of the associate.

The effects of the above early application in accounting policy on the Group's basic and diluted loss per share for the year ended 30 June 2012 are as follows:

2012
HK cents
Figures before adjustments (7.70)
Adjustments arising from changes in the Group's accounting policy in relation to:
— application of HK(IFRIC)-INT 20
4.15
Figures after adjustments (3.55)

The Group has not disclosed the relevant financial impacts for the year ended 30 June 2013 and as at 30 June 2013 resulting from the early application of HK(IFRIC)-INT 20, as the associate in question has determined that it is not practicable to quantify such impact.

For the year ended 30 June 2013

2. APPLICATION OF NEW AND REVISED HONG KONG FINANCIAL REPORTING STANDARDS ("HKFRSs") (Continued)

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

Amendments to HKFRSs Annual improvements to HKFRSs 2009–2011 cycle1
Amendments to HKFRS 7 Disclosures — Offsetting financial assets and financial liabilities1
Amendments to HKFRS 9 and HKFRS 7 Mandatory effective date of HKFRS 9 and transition disclosures3
Amendments to HKFRS 10, HKFRS 11 Consolidated financial statements, joint arrangements and disclosure of
and HKFRS 12 interests in other entities: Transition guidance1
Amendments to HKFRS 10, HKFRS 12 Investment entities2
and HKAS 27
HKFRS 9 Financial instruments3
HKFRS 10 Consolidated financial statements1
HKFRS 11 Joint arrangements1
HKFRS 12 Disclosure of interests in other entities1
HKFRS 13 Fair value measurement1
HKAS 19 (as revised in 2011) Employee benefits1
HKAS 27 (as revised in 2011) Separate financial statements1
HKAS 28 (as revised in 2011) Investments in associates and joint ventures1
Amendments to HKAS 32 Offsetting financial assets and financial liabilities2
Amendments to HKAS 36 Recoverable amount disclosures for non-financial assets2
Amendments to HKAS 39 Novation of derivatives and continuation of hedge accounting2
HK(IFRIC) - INT 21 Levies2

1 Effective for annual periods beginning on or after 1 January 2013.

2 Effective for annual periods beginning on or after 1 January 2014.

3 Effective for annual periods beginning on or after 1 January 2015.

HKFRS 9 Financial instruments

HKFRS 9 issued in 2009 introduces new requirements for the classification and measurement of financial assets. HKFRS 9 amended in 2010 includes the requirements for the classification and measurement of financial liabilities and for derecognition.

2. APPLICATION OF NEW AND REVISED HONG KONG FINANCIAL REPORTING STANDARDS ("HKFRSs") (Continued)

HKFRS 9 Financial instruments (Continued)

Key requirements of HKFRS 9 are described as follows:

  • HKFRS 9 requires all recognised financial assets that are within the scope of HKAS 39 "Financial instruments: Recognition and measurement" to be subsequently measured at amortised cost or fair value. Specifically, debt investments that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments of principal and interest on the principal outstanding are generally measured at amortised cost at the end of subsequent accounting periods. All other debt investments and equity investments are measured at their fair values at the end of subsequent reporting periods. In addition, under HKFRS 9, entities may make an irrevocable election to present subsequent changes in the fair value of an equity investment (that is not held for trading) in other comprehensive income, with only dividend income generally recognised in profit or loss.
  • The most significant effect of HKFRS 9 regarding the classification and measurement of financial liabilities relates to the presentation of changes in the fair value of a financial liability (designated as at fair value through profit or loss) attributable to changes in the credit risk of that liability. Specifically, under HKFRS 9, for financial liabilities that are designated as at fair value through profit or loss, the amount of change in the fair value of the financial liability that is attributable to changes in the credit risk of that liability is presented in other comprehensive income, unless the recognition of the effects of changes in the liability's credit risk in other comprehensive income would create or enlarge an accounting mismatch in profit or loss. Changes in fair value attributable to a financial liability's credit risk are not subsequently reclassified to profit or loss. Under HKAS 39, the entire amount of the change in the fair value of the financial liability designated as at fair value through profit or loss was presented in profit or loss.

The directors of the Company anticipate that the application of HKFRS 9 for the annual period beginning 1 July 2015 will affect the classification and measurement in respect of the Group's available-for-sale investments. However, it is not practicable to provide a reasonable estimate of that effect until a detailed review has been completed.

HKFRS 13 Fair value measurement

HKFRS 13 establishes a single source of guidance for fair value measurements and disclosures about fair value measurements. The standard defines fair value, establishes a framework for measuring fair value, and requires disclosures about fair value measurements. The scope of HKFRS 13 is broad and it applies to both financial instrument items and non-financial instrument items for which other HKFRSs require or permit fair value measurements and disclosures about fair value measurements, except in specified circumstances. In general, the disclosure requirements in HKFRS 13 are more extensive than those in the current standards. For example, quantitative and qualitative disclosures based on the three-level fair value hierarchy currently required for financial instruments only under HKFRS 7 "Financial instruments: Disclosures" will be extended by HKFRS 13 to cover all assets and liabilities within its scope.

HKFRS 13 will be applied in the Group's consolidated financial statements for the annual period beginning 1 July 2013 and that the application of the new standard may result in more extensive disclosures in the consolidated financial statements.

For the year ended 30 June 2013

54

2. APPLICATION OF NEW AND REVISED HONG KONG FINANCIAL REPORTING STANDARDS ("HKFRSs") (Continued)

Amendments to HKAS 36 Recoverable amount disclosures for non-financial assets

The amendments to HKAS 36 remove the requirement to disclose recoverable amounts when there has been no impairment or reversal of impairment but require the following disclosures (in addition to the others already required by HKAS 36) when an impairment is recognised or reversed and recoverable amount is based on fair value less costs of disposal:

  • the level of the HKFRS 13 "fair value hierarchy" within which the fair value measurement of the asset or cashgenerating unit has been determined.
  • for fair value measurements at level 2 or level 3 of the fair value hierarchy: a description of the valuation techniques used and any changes in that valuation technique; key assumptions used in the measurement of fair value, including the discount rate(s) used in the current measurement and previous measure if fair value less costs of disposal is measured using a present value technique.

The directors of the Company anticipate that the amendments to HKAS 36 will be applied in the Group's consolidated financial statements for the annual period beginning 1 July 2014 and that the application of the amendments may result in more extensive disclosures in the consolidated financial statements retrospectively.

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.

3. SIGNIFICANT ACCOUNTING POLICIES

The consolidated financial statements have been prepared in accordance with HKFRSs issued by the HKICPA. In addition, the consolidated financial statements include applicable disclosures required by the Rules Governing the Listing of Securities on the Stock Exchange and by the Hong Kong Companies Ordinance.

The consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments, which are measured at fair values, as explained in the accounting policies set out below. Historical cost is generally based on the fair value of the consideration given in exchange for goods.

The principal accounting policies are set out below.

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries). Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

Income and expenses of subsidiaries acquired or disposed of during the year are included in the consolidated statement of profit or loss from the effective date of acquisition or up to the effective date of disposal, as appropriate.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by other members of the Group.

All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.

3. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Investments in associates

An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

The results and assets and liabilities of associates are incorporated in these consolidated financial statements using the equity method of accounting. The financial statements of associates used for equity accounting purposes are prepared using uniform accounting policies as those of the Group for like transactions and events in similar circumstances. Under the equity method, investments in associates are initially recognised in the consolidated statement of financial position at cost and adjusted thereafter to recognise the Group's share of the profit or loss and other comprehensive income of the associates. When the Group's share of losses of an associate exceeds the Group's interest in that associate (which includes any long-term interests that, in substance, form part of the Group's net investment in the associate), the Group discontinues recognising its share of further losses. Additional losses are recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of that associate.

Any excess of the cost of acquisition over the Group's share of the net fair value of the identifiable assets, liabilities and contingent liabilities of an associate recognised at the date of acquisition is recognised as goodwill, which is included within the carrying amount of the investment.

Any excess of the Group's share of the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of acquisition, after reassessment, is recognised immediately in profit or loss.

The requirements of HKAS 39 are applied to determine whether it is necessary to recognise any impairment loss with respect to the Group's investment in an associate. When necessary, the entire carrying amount of the investment (including goodwill) is tested for impairment in accordance with HKAS 36 "Impairment of assets" as a single asset by comparing its recoverable amount (higher of value in use and fair value less costs to sell) with its carrying amount. Any impairment loss recognised forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognised in accordance with HKAS 36 to the extent that the recoverable amount of the investment subsequently increases.

When a group entity transacts with its associate, profits and losses resulting from the transactions with the associate are recognised in the Group's consolidated financial statements only to the extent of interests in the associate that are not related to the Group.

Associate acquired in stages

When an associate is acquired in stages, any previously held equity interest, being an available-for-sale investment measured at cost, is remeasured to fair value at the date on which the Group obtains significant influence over the investee and is treated as a disposal of the previously held equity interest for fair value with a gain or loss on such disposal being recognised in profit or loss. The fair value of the previously held equity interest and convertible bonds issued by the investee upon conversion, at the date on which the Group obtains significant influence over the investee is the deemed cost of the investment in the associate.

For the year ended 30 June 2013

3. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Investments in associates (Continued)

Acquisition of additional interests in associates

Goodwill is recognised at acquisition date if there is excess of the consideration paid over the share of carrying amount of net assets attributable to the additional interests in associates acquired.

Disposal of partial interests in associates

For disposal of partial interests in an associate that does not result in the Group losing significant influence over the associate, the difference between the carrying amount of the associate attributable to the interests disposed of and its fair value is included in the determination of the gain or loss on the disposal of partial interests. In addition, the Group accounts for all amounts previously recognised in other comprehensive income in relation to that associate on the same basis as would be required if the associate had directly disposed of the related assets or liabilities. Therefore, the proportion of the gain or loss that had previously been recognised in other comprehensive income (i.e. exchange reserve and investment revaluation reserve) relating to that reduction in ownership interest is reclassified to profit or loss as if the associate has disposed of the related assets or liabilities proportionately.

Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods sold in the normal course of business, net of discounts and sales related taxes.

Revenue from the sale of goods is recognised when the goods are delivered and title has passed, at which time all the following conditions are satisfied:

  • the Group has transferred to the buyer the significant risks and rewards of ownership of the goods;
  • the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
  • the amount of revenue can be measured reliably;
  • it is probable that the economic benefits associated with the transaction will flow to the Group; and
  • the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the Group and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts the estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.

3. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenue recognition (Continued)

Dividend income from investments is recognised when the shareholders' rights to receive payment have been established (provided that it is probable that the economic benefits will flow to the Group and the amount of revenue can be measured reliably).

Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

Foreign currencies

In preparing the financial statements of each individual group entity, transactions in currencies other than the functional currency of that entity (foreign currencies) are recorded in the respective functional currency (i.e. the currency of the primary economic environment in which the entity operates) at the rates of exchanges prevailing on the dates of the transactions. At the end of the reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are recognised in profit or loss in the period in which they arise.

For the purposes of presenting the consolidated financial statements, the assets and liabilities of the Group's foreign operations are translated into the presentation currency of the Group (i.e. HK\$) using exchange rates prevailing at the end of each reporting period. Income and expenses items are translated at the average exchange rates for the year. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in equity under the heading of exchange reserve.

On the disposal of a foreign operation (i.e. a disposal of the Group's entire interest in a foreign operation, or a disposal involving loss of control over a subsidiary that includes a foreign operation, or a disposal involving loss of significant influence over an associate that includes a foreign operation), all of the exchange differences accumulated in equity in respect of that operation attributable to the owners of the Company are reclassified to profit or loss. In addition, in relation to a partial disposal of a subsidiary that does not result in the Group losing control over the subsidiary, the proportionate share of accumulated exchange differences are re-attributed to non-controlling interests and are not recognised in profit or loss. For all other partial disposals (i.e. partial disposal of associates that do not result in the Group losing significant influence), the proportionate share of the accumulated exchange differences is reclassified to profit or loss.

For the year ended 30 June 2013

3. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from 'loss before taxation' as reported in the consolidated statement of profit or loss because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax base used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries and associates, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset is realised, based on tax rate (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively.

3. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Leasing

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Operating lease payments are recognised as an expense on a straight-line basis over the term of the relevant lease.

Retirement benefit costs

Payments to the Mandatory Provident Fund Scheme and local municipal government retirement scheme in the Peoples' Republic of China (the "PRC") are recognised as an expense when employees have rendered service entitling them to the contributions.

Share-based payment transactions

Equity-settled share-based payment transactions

The fair value of services received determined by reference to the fair value of share options granted at the grant date is expensed on a straight-line basis over the vesting period, with a corresponding increase in equity (share option reserve).

The Group's share options contain both a market condition (a specified increase in share price) and a non-market service condition (continuing employment). Market condition is taken into account when estimating the fair value of the share options granted. The fair value of options is recognised as share option expenses over the expected vesting period on a straight-line basis for employees who satisfy the non-market service condition, irrespective of whether the market condition is satisfied. The expected vesting period is consistent with the assumptions used in estimating the fair value of the options granted and is not revised subsequently.

At the end of the reporting period, the Group revises its estimates of the number of options that are expected to ultimately vest. The impact of the revision of the original estimates during the vesting period, if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to share option reserve.

When share options are exercised, the amount previously recognised in share option reserve will be transferred to accumulated profits/losses. When the share options are forfeited after the expected vesting date or are still not exercised at the expiry date, the amount previously recognised in share option reserve will be transferred to accumulated profits/losses.

If a grant of share option is cancelled during the vesting period, the Group accounts for the cancellation as an acceleration of vesting, and shall therefore recognise immediately to profit or loss the amount that otherwise would have been recognised over the remainder of the vesting period.

For the year ended 30 June 2013

3. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Property, plant and equipment

Property, plant and equipment are stated in the consolidated statement of financial position at cost less subsequent accumulated depreciation and subsequent accumulated impairment losses, if any.

Depreciation is recognised so as to write off the cost of items of property, plant and equipment less their residual values over their estimated useful lives, using the straight-line method. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.

Impairment losses on assets

At the end of the reporting period, the Group reviews the carrying amounts of its assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss, if any. When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cashgenerating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or a cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or a cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or a cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or a cash-generating unit) in prior years. A reversal of an impairment loss is recognised as income immediately.

Inventories

Inventories are stated at the lower of cost and net realisable value. Cost of inventories are calculated using the weighted average method. Net realisable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale.

3. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Financial instruments

Financial assets and financial liabilities are recognised in the consolidated statement of financial position when a group entity becomes a party to the contractual provisions of the instrument.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets or financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

Financial assets

The Group's financial assets are classified into one of the three categories, including financial assets designated at fair value through profit or loss ("FVTPL"), loans and receivables and available-for-sale financial assets. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition. All regular way purchases and sales of financial assets are recognised and derecognised on the trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.

Effective interest method

The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the debt instrument, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.

Interest income is recognised on an effective interest basis for debt instruments other than those financial assets classified as at FVTPL, of which interest income is included in net gains or losses.

Financial assets designated at fair value through profit or loss

Financial assets at FVTPL has two subcategories, including financial assets held for trading and those designated as at FVTPL at initial recognition.

A financial asset is classified as held for trading if:

  • it has been acquired principally for the purpose of selling in the near term; or
  • it is a part of a portfolio of identified financial instruments that the Group manages together and has a recent actual pattern of short-term profit-taking; or
  • it is a derivative that is not designated and effective as a hedging instrument.

For the year ended 30 June 2013

3. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Financial instruments (Continued)

Financial assets (Continued)

Financial assets designated at fair value through profit or loss (Continued) A financial asset other than a financial asset held for trading may be designated as at FVTPL upon initial recognition if:

  • such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or
  • the financial asset forms part of a group of financial assets or financial liabilities or both, which is managed and its performance is evaluated on a fair value basis, in accordance with the Group's documented risk management or investment strategy, and information about the grouping is provided internally on that basis; or
  • it forms part of a contract containing one or more embedded derivatives, and HKAS 39 permits the entire combined contract (asset or liability) to be designated as at FVTPL.

In addition, if the Group is required to separate an embedded derivative from its host contract, but is unable to measure the embedded derivative separately either at acquisition or at a subsequent financial reporting date, the entire hybrid contract is designated as at fair value through profit or loss.

Financial assets at FVTPL are measured at fair value, with changes in fair value arising from remeasurement recognised directly in profit or loss in the period in which they arise. The net gain or loss recognised in profit or loss excludes any dividend or interest earned on the financial assets.

For FVTPL financial asset that does not have a quoted market price in an active market and contains embedded derivative that is linked to and will be settled by delivery of unquoted equity instruments in which the fair value cannot be reliably measured, the entire instrument is measured at cost plus accrued contractual interest less any identified impairment losses if the derivative component of such FVTPL financial asset is sufficiently significant to preclude it from obtaining a reliable estimate of the entire financial asset (see the accounting policy in respect of impairment loss on financial assets below).

Available-for-sale financial assets

Available-for-sale financial assets are non-derivatives that are either designated or not classified as financial assets at fair value through profit or loss, loans and receivables or held-to-maturity investments.

Equity securities held by the Group that are classified as available-for-sale financial assets and are traded in an active market are measured at fair value at the end of each reporting period. Dividends on available-for-sale equity investments are recognised in profit or loss. Changes in the carrying amount of available-for-sale financial assets are recognised in other comprehensive income and accumulated under the heading of investment revaluation reserve. When the investment is disposed of or is determined to be impaired, the cumulative gain or loss previously accumulated in the investment revaluation reserve is reclassified to profit or loss (see the accounting policy in respect of impairment loss on financial assets below).

3. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Financial instruments (Continued)

Financial assets (Continued)

Available-for-sale financial assets (Continued)

Available-for-sale equity investments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured are measured at cost less any identified impairment losses at the end of each reporting period (see the accounting policy in respect of impairment loss on financial assets below).

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Subsequent to initial recognition, loans and receivables (including trade and other receivables and loan receivable, pledged bank deposits, bank balances and cash) are carried at amortised cost using the effective interest method, less any identified impairment losses (see accounting policy in respect of impairment loss on financial assets below).

Impairment of financial assets

Financial assets, other than those at FVTPL, are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of financial asset, the estimated future cash flows of the investment have been affected.

For an available-for-sale equity investment, a significant or prolonged decline in the fair value of that investment below its cost is considered to be objective evidence of impairment.

For all other financial assets, objective evidence of impairment could include:

  • significant financial difficulty of the issuer or counterparty; or
  • breach of contract, such as default or delinquency in interest or principal payments; or
  • it becoming probable that the borrower will enter bankruptcy or financial re-organisation.

For certain categories of financial asset, such as trade receivables, assets that are assessed not to be impaired individually are, in addition, assessed for impairment on a collective basis. Objective evidence of impairment for a portfolio of receivables could include the Group's past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period, observable changes in national or local economic conditions that correlate with default on receivables.

For financial assets carried at amortised cost or at cost plus accrued contractual interest, the amount of the impairment loss recognised is the difference between the asset's carrying amount and the present value of the estimated future cash flows discounted at the financial asset's original effective interest rate.

For the year ended 30 June 2013

3. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Financial instruments (Continued)

Financial assets (Continued)

Impairment of financial assets (Continued)

For financial assets carried at cost, the amount of the impairment loss is measured as the difference between the asset's carrying amount and the present value of the estimated future cash flows discounted at the current market rate of return for a similar financial asset. Such impairment loss will not be reversed in subsequent periods.

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account. Changes in the carrying amount of the allowance account are recognised in profit or loss. When a trade receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited to profit or loss.

When an available-for-sale financial asset is considered to be impaired, cumulative gains or losses previously recognised in other comprehensive income are reclassified to profit or loss in the period in which the impairment takes place.

For financial assets measured at amortised cost, if, in a subsequent period, the amount of impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment loss was recognised, the previously recognised impairment loss is reversed through profit or loss to the extent that the carrying amount of the asset at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised.

Impairment losses on available-for-sale equity investments will not be reversed through profit or loss. Any increase in fair value subsequent to impairment loss is recognised directly in other comprehensive income and accumulated in investment revaluation reserve. For available-for-sale debt investments, impairment losses are subsequently reversed through profit or loss if an increase in the fair value of the investment can be objectively related to an event occurring after the recognition of the impairment loss.

Financial liabilities and equity instruments

Debt and equity instruments issued by a group entity are classified as either financial liability or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Effective interest method

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.

Interest expense is recognised on an effective interest basis.

3. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Financial instruments (Continued)

Financial liabilities and equity instruments (Continued)

Financial liabilities

Financial liabilities including trade and other payables and bank borrowing are subsequently measured at amortised cost, using the effective interest method.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities. Equity instruments issued by the Company are recognised at the proceeds received, net of direct issue costs.

Repurchase of the Company's own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Company's own equity instruments.

Derecognition

The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expires.

On derecognition of a financial asset, the difference between the asset's carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognised in other comprehensive income and accumulated in equity is recognised in profit or loss.

The Group derecognises financial liabilities when, and only when, the Group's obligations are discharged, cancelled or expire. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss.

4. CAPITAL RISK MANAGEMENT

The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the return to shareholders through the optimisation of the debt and equity balance. The directors of the Company consider share capital and accumulated profits/losses are the capital of the Group. The Group's overall strategy remains unchanged from prior year.

The directors of the Company review the capital structure by taking into account the cost and risk associated with the capital. Based on recommendations of the directors of the Company, the Group will balance its overall capital structure through the payment of dividends, new share issues and share buy-backs as well as the issue of new debt or the redemption of existing debt.

For the year ended 30 June 2013

5. REVENUE

2013
HK\$'000
2012
HK\$'000
Revenue from trading of commodities 1,104,617 1,050,205

6. SEGMENT INFORMATION

Information regularly reviewed by the chief operating decision maker, represented by the executive directors of the Company, for the purpose of allocating resources to segments and assessing their performance focuses on nature of the Group's business and operations. The Group's reportable and operating segments under HKFRS 8 are therefore as follows:

  • (i) Commodity business (trading of commodities); and
  • (ii) Resource investment (trading of and investment in listed and unlisted securities).

The accounting policies of the reportable and operating segments are the same as the Group's accounting policies described in note 3. Segment results represent the profit (loss) by each segment without allocation of central administration costs, directors' salaries, share of results of associates, impairment losses on interests in associates, net gain on deemed disposal of partial interests in associates, gain on disposal of partial interest in an associate and finance costs. This is the measure reported to the chief operating decision maker for the purposes of resource allocation and performance assessment.

Information regarding the Group's reportable and operating segments is presented below.

6. SEGMENT INFORMATION (Continued)

Segment revenue and result

The following is an analysis of the Group's revenue and results by reportable and operating segment.

For year ended 30 June 2013

Commodity Resource
business investment Total
HK\$'000 HK\$'000 HK\$'000
Revenue 1,104,617 1,104,617
Gross sales proceeds from resource investment 206,137 206,137
Segment profit (loss) 16,556 (268,911) (252,355)
Share of results of associates 347,152
Impairment losses on interests in associates (2,111,359)
Net gain on deemed disposal of partial interests in associates 3,359
Unallocated corporate income 203
Unallocated corporate expenses (57,837)
Finance costs (6,195)
Loss before taxation (2,077,032)
Income tax expense (2,655)
Loss for the year (2,079,687)

For the year ended 30 June 2013

6. SEGMENT INFORMATION (Continued)

Segment revenue and result (Continued)

For year ended 30 June 2012

Commodity Resource
business investment Total
HK\$'000 HK\$'000 HK\$'000
(restated)
Revenue 1,050,205 1,050,205
Gross sales proceeds from resource investment 1,342,203 1,342,203
Segment profit (loss) 5,571 (296,401) (290,830)
Share of results of associates 218,792
Impairment loss on interest in an associate (73,303)
Gain on disposal of partial interest in an associate 812
Unallocated corporate income 123
Unallocated corporate expenses (73,576)
Finance costs (23,095)
Loss before taxation (241,077)
Income tax expense (1,890)
Loss for the year (242,967)

Revenue reported above represents revenue generated from external customers. There were no inter-segment sales during both years.

6. SEGMENT INFORMATION (Continued)

Other segment information

Other segment information included in the consolidated statement of profit or loss for the year ended 30 June 2013 are as follows:

Amounts included in the measure of segment profit or loss or segment assets:

Commodity
business
HK\$'000
Resource
investment
HK\$'000
Unallocated
HK\$'000
Total
HK\$'000
Interest income 8,041 522 46 8,609
Fair value change of investments held
for trading (212,840) (212,840)
Fair value change of financial assets
designated at fair value through
profit or loss (13,022) (13,022)
Reversal of allowance for inventories 5,867 5,867
Reversal of allowance for trade receivable 3,317 3,317

Amounts regularly provided to the chief operating decision maker but not included in the measure of segment profit or loss or segment assets:

Interests in associates 1,301,491 1,301,491
Share of results of associates 347,152 347,152
Impairment losses on interests in associates (2,111,359) (2,111,359)

For the year ended 30 June 2013

6. SEGMENT INFORMATION (Continued)

Other segment information (Continued)

Other segment information included in the consolidated statement of profit or loss for the year ended 30 June 2012 are as follows:

Amounts included in the measure of segment profit or loss or segment assets:

Commodity Resource
business investment Unallocated Total
HK\$'000 HK\$'000 HK\$'000 HK\$'000
(restated) (restated)
Interest income 10,009 553 37 10,599
Fair value change of investments held
for trading (272,334) (272,334)
Fair value change of financial assets
designated at fair value through
profit or loss (1,173) (1,173)
Impairment losses on available-for-sale
investments (22,320) (22,320)
Allowance for inventories (27,812) (27,812)
Allowance for trade receivable (3,317) (3,317)

Amounts regularly provided to the chief operating decision maker but not included in the measure of segment profit or loss or segment assets:

Interests in associates 3,459,522 3,459,522
Share of results of associates 218,792 218,792
Impairment loss on interest in an associate (73,303) (73,303)

6. SEGMENT INFORMATION (Continued)

Segment assets and liabilities

An analysis of the Group's assets and liabilities by reportable and operating segment is set out below:

2013 2012
HK\$'000 HK\$'000
(restated)
Commodity business 772,078 593,939
Resource investment 400,686 651,198
Total segment assets 1,172,764 1,245,137
Interests in associates 1,301,491 3,459,522
Unallocated 53,056 55,034
Consolidated assets 2,527,311 4,759,693
Commodity business 265,529 113,397
Resource investment 117 88
Total segment liabilities 265,646 113,485
Unallocated 3,032 4,393
Consolidated liabilities 268,678 117,878

For the purposes of monitoring segment performance and allocating resources between segments:

  • all assets are allocated to reportable segments other than interests in associates, property, plant and equipment, other receivables and certain bank balances and cash.
  • all liabilities are allocated to reportable segments other than certain other payables and tax payable.
  • bank borrowing is allocated while the finance costs are not allocated to respective reportable segments.

For the year ended 30 June 2013

6. SEGMENT INFORMATION (Continued)

Geographical information

The Group's revenue from external customers and information about non-current assets (excluding financial instruments) by geographical location of the customers and assets (where the property, plant and equipment are located and where the associates are incorporated/listed) respectively are detailed below.

Revenue from
external customers Non-current assets
2013 2012 2013 2012
HK\$'000 HK\$'000 HK\$'000 HK\$'000
(restated)
Australia 67,639 1,237,391 3,425,975
Bailiwick of Guernsey 27,971
Hong Kong 1,036,518 389,885 1,586 1,449
The PRC 460 660,320 36,155 33,687
United Kingdom 399
1,104,617 1,050,205 1,303,502 3,461,111

Information about major customers

Revenue from customers of the corresponding year contributing over 10% of the total sales of the Group are under segment of commodity business and as follows:

2013
HK\$'000
2012
HK\$'000
Customer A 778,361 317,187
Customer B 162,154 N/A1
Customer C N/A1 441,128
Customer D N/A1 163,715

1 The transactions with the customer did not contribute over 10% of the total sales of the Group during the relevant year.

7. OTHER GAINS AND LOSSES

2013
HK\$'000
2012
HK\$'000
Fair value change of investments held for trading (Note) (212,840) (272,334)
Fair value change of financial assets designated at fair value
through profit or loss (13,022) (1,173)
Impairment losses on available-for-sale investments (22,320)
Impairment losses on interests in associates (2,111,359) (73,303)
Impairment loss on loan receivable (6,388) (7,294)
Gain on disposal of partial interest in an associate 812
Net gain on deemed disposal of partial interests in associates 3,359
Net foreign exchange loss (8,359) (1,784)
Gain on disposal of an available-for-sale investment 285
Loss on deemed disposal of an available-for-sale investment (38,971)
(2,387,295) (377,396)

Note: Net realised loss of HK\$18,991,000 (2012: HK\$43,174,000) on disposal of investments held for trading are included in fair value change of investments held for trading.

8. OTHER INCOME

2013
HK\$'000
2012
HK\$'000
Dividend income from investments held for trading 616 268
Interest income from bank deposits 8,609 10,599
Others 6,320 1,170
15,545 12,037

9. FINANCE COSTS

2013
HK\$'000
2012
HK\$'000
Interest on borrowings wholly repayable within five years:
Bank borrowing 6,195 10,089
Securities margin financing 13,006
6,195 23,095

For the year ended 30 June 2013

10. LOSS BEFORE TAXATION

2013
HK\$'000
2012
HK\$'000
Loss before taxation has been arrived at after charging (crediting):
Staff costs, including directors' emoluments
— salaries and allowances 17,262 16,840
— equity-settled share option expenses (included in administrative expenses) 13,071 26,668
— staff quarters 869 822
— retirement benefits schemes contributions 407 251
Total staff costs 31,609 44,581
Auditor's remuneration 830 750
Cost of goods recognised as an expense including a reversal of allowance
for inventories of HK\$5,867,000 (2012: allowance for inventories
of HK\$27,812,000) (Note a) 979,551 944,851
Depreciation of property, plant and equipment 701 687
(Reversal of allowance) allowance for trade receivable (Note b) (3,317) 3,317

Notes:

(a) Excess inventory provision was reversed when the relevant inventories were sold.

(b) Allowance recognised on trade receivable was reversed when the relevant amounts were settled.

11. INCOME TAX EXPENSE

2013 2012
HK\$'000 HK\$'000
Current tax
Hong Kong Profits Tax (106) 144
PRC Enterprise Income Tax 1,508 2,490
1,402 2,634
Under(over)provision in prior periods 1,253 (744)
Total income tax expense 2,655 1,890

Hong Kong Profits Tax is calculated at 16.5% on the estimated assessable profit for both years.

11. INCOME TAX EXPENSE (Continued)

Under the Law of the People's Republic of China on Enterprise Income Tax (the "EIT Law") and Implementation Regulation of the EIT Law, the tax rate of the PRC subsidiaries is 25% for both years.

The tax charge for the year can be reconciled to the loss before taxation per the consolidated statement of profit or loss as follows:

2013
HK\$'000
2012
HK\$'000
(restated)
Loss before taxation (2,077,032) (241,077)
Tax at Hong Kong profits tax rate of 16.5% (342,710) (39,778)
Tax effect of expenses not deductible for tax purpose 398,142 72,236
Tax effect of income not taxable for tax purpose (2,977) (2,106)
Tax effect of tax losses not recognised 6,160 7,276
Tax effect of share of results of associates (57,280) (36,101)
Under(over)provision in prior periods 1,253 (744)
Effect of different tax rate of subsidiaries operating in other jurisdictions 361 1,107
Others (294)
Tax charge for the year in respect of Hong Kong and the PRC 2,655 1,890

At 30 June 2013, the Group had unused tax losses of HK\$117,363,000 (2012: HK\$80,030,000) available for offset against future profits. No deferred tax asset has been recognised in respect of such losses due to the unpredictability of future profit streams. The tax losses may be carried forward indefinitely.

For the year ended 30 June 2013

12. DIRECTORS' AND EMPLOYEES' EMOLUMENTS

An analysis of remuneration paid and payable to directors of the Company for the years ended 30 June 2013 and 2012 is set out as follows:

Year ended 30 June 2013

Salaries Retirement
and other Share benefits
benefits option schemes
Fee in kind benefits contributions Total
HK\$'000 HK\$'000 HK\$'000 HK\$'000 HK\$'000
Executive directors
Ms. Chong Sok Un 40 1,200 2,732 3,972
Mr. Andrew Ferguson
(Chief Executive Officer) 3,665 4,553 15 8,233
Mr. Kong Muk Yin 240 465 705
Mr. Yue Jialin (note b) 189 189
Non-executive directors
Mr. Lee Seng Hui 190 190
Mr. So Kwok Hoo 120 189 309
Mr. Peter Anthony Curry 120 1,681 1,801
Independent non-executive directors
Dr. Wong Wing Kuen, Albert 190 189 379
Mr. Chang Chu Fai, Johnson Francis 190 189 379
Mr. Robert Moyse Willcocks 190 189 379
1,280 4,865 10,376 15 16,536

12. DIRECTORS' AND EMPLOYEES' EMOLUMENTS (Continued)

Year ended 30 June 2012

Salaries Retirement
and other Share benefits
benefits option schemes
Fee in kind benefits contributions Total
HK\$'000 HK\$'000 HK\$'000 HK\$'000 HK\$'000
Executive directors
Ms. Chong Sok Un 27 1,200 6,663 7,890
Mr. Andrew Ferguson
(Chief Executive Officer) 3,262 11,105 12 14,379
Mr. Kong Muk Yin 240 1,078 1,318
Mr. Yue Jialin 186 186
Non-executive directors
Mr. Lee Seng Hui 177 177
Mr. So Kwok Hoo 40 186 226
Mr. Liu Yongshun (note a) 400 125 525
Mr. Peter Anthony Curry 40 4,188 4,228
Independent non-executive directors
Dr. Wong Wing Kuen, Albert 177 186 363
Mr. Chang Chu Fai, Johnson Francis 177 186 363
Mr. Robert Moyse Willcocks 177 186 363
1,455 4,462 24,089 12 30,018

Notes:

(a) Mr. Liu Yongshun resigned on 1 March 2012.

(b) Mr. Yue Jialin retired and did not seek for re-election in the annual general meeting held on 5 December 2012.

During the year ended 30 June 2013, Mr. Yue Jialin waived his emoluments to the amount of HK\$50,000 (2012: HK\$120,000). The waived emoluments were excluded from the above disclosure.

Apart from the above, there was no arrangement under which a director waived or agreed to waive any remuneration during the years ended 30 June 2013 and 2012.

For the year ended 30 June 2013

12. DIRECTORS' AND EMPLOYEES' EMOLUMENTS (Continued)

Certain directors were granted share options, based on their performance and service render to the Group, under the share option scheme of the Company, further details of which are set out in note 27. For year ended 30 June 2012, the fair value of such options, which has been amortised to profit or loss, was determined as at the date of the grant and included in the above directors' remuneration disclosures. For year ended 30 June 2013, share options have been cancelled during the vesting period, the cancellation was accounted for as an acceleration of vesting and recognised immediately to profit or loss and included in the above directors' remuneration disclosures.

No emoluments were paid by the Group to any of the directors or the five highest paid individuals, as an inducement to join or upon joining the Group or as compensation for loss of office during the years ended 30 June 2013 and 2012.

Employees' emoluments

Of the five individuals with the highest emoluments in the Group, three (2012: three) were directors of the Company whose emoluments are included in the disclosures set out above. The emoluments of the remaining two (2012: two) individuals were as follows:

2013
HK\$'000
2012
HK\$'000
Salaries and allowances 3,682 4,710
Share option benefits 280 953
Retirement benefits schemes contributions 30 23
3,992 5,686

Their emoluments were within the following bands:

2013 2012
No. of No. of
employees employees
HK\$1,000,001 to HK\$2,000,000 1
HK\$2,000,001 to HK\$3,000,000 1 1
HK\$3,000,001 to HK\$4,000,000 1

13. LOSS PER SHARE

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

Loss per share

The calculation of basic and diluted loss per share is based on the loss for the year ended 30 June 2013 attributable to owners of the Company of HK\$2,079,687,000 (2012: loss for the year HK\$242,967,000 (restated)) and weighted average number of 6,811,995,682 (2012: 6,849,283,278) ordinary shares in issue during the year.

Number of shares

2013 2012
Weighted average number of ordinary shares used in the calculation of
basic and diluted loss per share 6,811,995,682 6,849,283,278

For the years ended 30 June 2013 and 2012, the calculation of the diluted loss per share did not assume the exercise of the Company's outstanding share options since their exercise would result in a decrease in loss per share.

14. DIVIDENDS

No dividend was paid or proposed during the year ended 30 June 2013, nor has any dividend been proposed since the end of the reporting period (2012: Nil) as the Company has negative distributable reserve.

For the year ended 30 June 2013

15. PROPERTY, PLANT AND EQUIPMENT

Leasehold
improvements,
furniture and Office Motor
fixtures equipment Computers vehicles Total
HK\$'000 HK\$'000 HK\$'000 HK\$'000 HK\$'000
COST
At 1 July 2011 1,310 109 783 1,762 3,964
Additions 11 28 863 902
Write off (100) (100)
Exchange adjustments 1 6 11 18
At 30 June 2012 1,321 138 1,552 1,773 4,784
Additions
Write off
696
49
(70)
372
(304)

1,117
(374)
Exchange adjustments 2 11 24 37
At 30 June 2013 2,017 119 1,631 1,797 5,564
DEPRECIATION
At 1 July 2011 1,252 71 515 756 2,594
Charge for the year 45 24 270 348 687
Write off (100) (100)
Exchange adjustments 2 5 7 14
At 30 June 2012 1,297 97 690 1,111 3,195
Charge for the year 83 21 276 321 701
Write off (70) (304) (374)
Exchange adjustments 2 10 19 31
At 30 June 2013 1,380 50 672 1,451 3,553
CARRYING AMOUNTS
At 30 June 2013 637 69 959 346 2,011
At 30 June 2012 24 41 862 662 1,589

15. PROPERTY, PLANT AND EQUIPMENT (Continued)

The above items of property, plant and equipment are depreciated on a straight-line basis over the following years per annum:

Leasehold improvements, furniture Over the lease terms–5 years
and fixtures
Office equipment 5 years
Computers 5 years
Motor vehicles 5 years

16. INTERESTS IN ASSOCIATES

30.6.2013
HK\$'000
30.6.2012
HK\$'000
(restated)
Cost of investments in associates
Listed in Australia 2,223,339 2,223,339
Unlisted 50,687 22,716
Share of post-acquisition profits and other comprehensive income,
net of dividends received 1,212,127 1,286,770
Impairment losses recognised (2,184,662) (73,303)
1,301,491 3,459,522
Fair value of listed investments 1,237,392 2,439,826

For the year ended 30 June 2013

16. INTERESTS IN ASSOCIATES (Continued)

Details of the Group's associates at 30 June 2013 and 2012 are as follows:

Name of entity Listed/
unlisted
Place of
incorporation/
establishment
and operation
Class of
shares
held
Proportion of
ownership interest and
voting power held
2013
2012 Principal activities
平港 (上海) 貿易
有限公司
Unlisted The PRC N/A 40% 40% Wholesales, import and export,
agency service and relevant
service for coal, coke, material for
metallurgy, mineral products,
chemical engineering products,
mechanical and electrical
equipment and spare parts, steel
and steel products, construction
material and related products and
technology.
Mount Gibson Iron
Limited ("MGX")
(note a)
Listed Australia Ordinary 26.61% 26.74% Mining of hematite deposits at
Tallering Peak and Koolan Island;
development of hematite mining
operations at Extension Hill; and
exploration of hematite deposits
in Western Australia.
Metals X Limited
("MLX") (note b)
Listed Australia Ordinary 24.07% 30.20% Exploration for and the mining,
treatment and marketing of tin
concentrate and nickel in
Australia; exploration for
phosphate in Australia; the
development and construction of
tin mine projects and exploration
for precious and base metals.
Alufer Mining Limited
(note c)
Unlisted Bailiwick of
Guernsey
Ordinary 26.17% — Mineral exploration and
development of bauxite in the
Republic of Guinea.

Notes:

(a) During the year, the Group's shareholdings in MGX decreased from 26.74% to 26.61% due to the following change:

MGX issued total number of 4,855,802 shares under the dividend reinvestment plan. The Group's equity interest in MGX decreased by 0.13% to 26.61% and a loss on deemed disposal of partial interest of HK\$2,570,000 was recognised in profit or loss.

(b) During the year, the Group's shareholdings in MLX decreased from 30.20% to 24.07% due to the following change:

MLX issued total number of 335,102,853 shares in exchange for the shares of Westgold Resources Limited upon its acquisition of Westgold Resources Limited. The Group's equity interest in MLX decreased by 6.13% to 24.07% and a gain on deemed disposal of partial interest of HK\$5,929,000 was recognised in profit or loss.

16. INTERESTS IN ASSOCIATES (Continued)

Notes: (Continued)

(c) As at 30 June 2012 and prior to 26 June 2013, the Group had 4.92% equity interest in Alufer which was classified as available-for-sale investment and convertible bonds issued by Alufer which was classified as financial assets designated at fair value through profit or loss. On 26 June 2013, following the conversion of all convertible bonds held by the Group in issue by Alufer, the Group's aggregate equity interest in Alufer increased from 4.92% to 26.17%. Upon completion of the conversion of convertible bonds, the Group has significant influence by participating in financial and operating policy-making processes through a representation (Chief Executive Officer of the Company) on the board of directors of Alufer, then Alufer became an associate of the Group.

On 26 June 2013, the Group recognised a loss of HK\$38,971,000, in profit or loss, arising from the excess of the carrying value of the availablefor-sale investment over its fair value. In addition, a loss of HK\$11,029,000 is recognised in profit or loss, arising from the excess of the carrying value of the convertible bonds over its fair value.

Alufer is a mineral exploration and development company with principal assets in the form of intangible asset which relates to the exploration and evaluation costs incurred on its exploration projects in the Republic of Guinea. All projects of Alufer were in the stage of carrying out exploration activities as at 26 June 2013.

At 30 June 2013, the carrying amounts of the Group's interests in listed associates were higher than their respective market values determined based on the closing prices of these associates as at 30 June 2013. The management of the Group carried out impairment review on the carrying amounts of its interests in listed associates individually as a single asset by comparing their recoverable amounts (higher of value in use and fair value less costs to sell) with their respective carrying amounts. In determining the value in use of the investments, the Group estimated the present value of the estimated future cash flows expected to arise from the operations of the investments and from the ultimate disposal, by using discount rate of 11% to discount the cash flow projections to net present values.

The projected discount future cash flows conducted to determine the value in use calculation as at 30 June 2012 for MGX and MLX are no longer considered attainable as a result of the expected generally lower long term iron ore prices in the case of MGX, and the expected drop in long term nickel prices which affected the expected return on the Western Australia Wingellina nickel project of MLX. Accordingly, the revision of the estimate future cash flows (including the projected cash flows and cash from ultimate disposal of the cash-generating unit) resulted in a lower value in use as at 30 June 2013 for MGX and MLX. Consequently, the respective recoverable amounts derived from fair value less cost to sell are higher than the recoverable amounts derived from the revised value in use calculation, accordingly, the recoverable amounts of the Group's interests in listed associates are determined as the fair value less costs to sell, the fair values are determined based on the respective closing prices as at 30 June 2013. Hence, impairment losses of HK\$1,798,511,000 and HK\$312,848,000 are recognised in profit or loss for MGX and MLX respectively.

At 30 June 2012, the carrying amounts of the Group's interests in listed associates were higher than their respective market values determined based on the closing prices as at 30 June 2012. The management of the Group carried out impairment review on the carrying amounts of its interests in listed associates individually as a single asset by comparing their recoverable amounts (higher of value in use and fair value less costs to sell) with their respective carrying amounts. In determining the value in use of the investments, the Group estimated the present value of the estimated future cash flows expected to arise from the operations of the investments and from the ultimate disposal, by using discount rate of 11% to discount the cash flow projections to net present values. Based on the assessments, the recoverable amount of the Group's interests in MLX were less than their carrying amounts. Hence, an impairment loss of HK\$73,303,000 was recognised in profit or loss for MLX.

For the year ended 30 June 2013

16. INTERESTS IN ASSOCIATES (Continued)

Before the application of HK(IFRIC)-INT 20, the Group has recognised an impairment loss of HK\$307,926,000 in respect of MGX during the year ended 30 June 2012 and as at 30 June 2012. Upon the application of HK(IFRIC)-INT 20, due to the reduction in the carrying value of MGX as at 30 June 2012, the impairment loss of HK\$307,926,000 was fully adjusted, details as disclosed in note 2.

During the year ended 30 June 2012, the Group disposed of a total number of 250,000 shares of MGX at an aggregate consideration of A\$384,860 (equivalent to HK\$3,082,000) with a decrease in equity interest in MGX by 0.02% and resulted in a gain on disposal of partial interest of HK\$812,000 in profit or loss.

Summarised financial information of associates is set out below:

30.6.2013
HK\$'000
30.6.2012
HK\$'000
(restated)
Total assets 13,547,946 13,827,135
Total liabilities (2,868,968) (3,545,745)
Net assets 10,678,978 10,281,390
Group's share of net assets of associates 2,803,446 2,818,830
2013 2012
HK\$'000 HK\$'000
(restated)
Revenue 7,645,202 7,063,988
Profit for the year 1,169,382 955,027
Group's share of results of associates 347,152 218,792
Other comprehensive (expense) income (51,553) 28,105
Group's share of other comprehensive (expense) income of associates (16,479) 10,363
2013
HK\$'000
2012
HK\$'000
Listed investments:
— Equity securities listed in Hong Kong 4,677 5,625
— Equity securities listed in Australia 19,043
4,677 24,668
Unlisted investments:
— Unlisted equity securities 14,009 46,797
18,686 71,465

17. AVAILABLE-FOR-SALE INVESTMENTS

The above unlisted equity investments represent investments in unlisted equity securities issued by four (2012: five) private entities incorporated in the British Virgin Islands, the United Kingdom, the United States of America, and Australia (2012: the British Virgin Islands, the United Kingdom, the United States of America, Bailiwick of Guernsey and Australia). They are measured at cost less impairment at the end of the reporting period because of the range of reasonable fair value estimates is so significant that the directors of the Company are of the opinion that fair values cannot be reliably measured.

During the year, the Group signed a share exchange agreement ("Agreement") with an independent third party, which is listed on AIM of the London Stock Exchange. Pursuant to the Agreement, the Group transferred an availablefor-sale investment to a third party, in exchange for the listed issued shares of the third party of HK\$19,328,000, being the fair value on the date of exchange which approximates the fair value of the available-for-sale investment on the date of exchange. The exchanged shares are classified as investment held for trading at 30 June 2013. A gain of HK\$285,000 from this transaction is recognised in other gains and losses in profit or loss.

For the year ended 30 June 2013

18. FINANCIAL ASSETS DESIGNATED AT FAIR VALUE THROUGH PROFIT OR LOSS

2013
HK\$'000
2012
HK\$'000
Investment in convertible bonds designated at fair value through profit or loss 77,953 118,947
Listed investments:
— Convertible bonds listed in Singapore ("Bond A") 2,708 2,779
— Convertible bonds listed in the United Kingdom ("Bond B") 5,045 6,968
7,753 9,747
Unlisted investments:
— Convertible bonds 70,200 109,200
77,953 118,947

The listed investments are measured at their quoted market prices at 30 June 2013 and 2012. Major terms of the listed investments are as follows:

Bond A Bond B
Date of maturity (Note a) 30 April 2017 6 April 2017
Coupon rate per annum
(payable semi-annually)
6% 8%
Conversion period 10 June 2012 to 20 April 2017 5 August 2012 to 6 April 2017
Conversion price US\$2.190 US\$0.665
Face value US\$400,000 US\$1,000,000

Note a: To the extent not previously repurchased and cancelled, repaid or converted by the date of maturity, each bond shall be redeemed at its principal amount in cash.

The unlisted investment at 30 June 2013 represents investment in unlisted convertible bonds issued by a private entity incorporated in the British Virgin Islands ("Bond D") (2012: Bond D and a private entity incorporated in Bailiwick of Guernsey ("Bond C")). For the convertible bonds which contain embedded derivatives that are linked to and will be settled by delivery of unquoted equity instruments in which the fair value cannot be reliably measured, and the directors of the Company are of the opinion that the conversion option component of these hybrid instruments may be sufficiently significant to preclude them from obtaining a reliable estimate of the entire instrument, they are measured at cost plus accrued contractual interest less impairment at the end of the reporting period.

18. FINANCIAL ASSETS DESIGNATED AT FAIR VALUE THROUGH PROFIT OR LOSS (Continued)

The followings are the major terms of the unlisted investment:

Bond C Bond D
Date of maturity 7 April 2014 (Note b) 4 June 2015 (Note c)
Coupon rate per annum Nil 6%
Conversion price (i) 25% of the issue price of the 10% to 20% discount to the exchange
ordinary share of the issuer upon price upon the occurrence of
its listing in a stock exchange; (ii) qualifying events
25% of the latest issue price of
the new ordinary share issued by
the issuer or existing shares sold
in an arm's length transaction
before conversion prior to listing;
or (iii) in the case of no conversion
or redemption by 7 January 2014,
25% of the lower of last issued or
sold price and volume-weighted
average issued or sold price per
ordinary share of the issuer since
the issuance date of the bond
Conversion period 23 February 2012 to 7 April 2014 4 June 2012 to 4 June 2015
Face value US\$5,000,000 US\$9,000,000

Note b: Unless previously converted or purchased or redeemed, the issuer of Bond C will redeem Bond C on the maturity date at the redemption amount which is the principal amount of the Bond C outstanding.

On 26 June 2013, the Group converted Bond C into ordinary shares of the issuer, which became an associate of the Group as disclosed in note 16.

Note c: Bond D will automatically be converted into shares of the issuer of Bond D upon the occurrence of qualifying events before the maturity date. Unless previously converted or purchased or redeemed, the issuer of Bond D will redeem Bond D on the maturity date at the redemption amount which is the principal amount of the Bond D outstanding together with outstanding interest.

Qualifying events include the submission of listing documents to the Stock Exchange; the listing in a stock exchange other than the Stock Exchange; and upon merger, acquisition or other amalgamation, whereby the assets of the issuer of Bond D are injected into a listed company or the shares of the combined entity being listed on any stock exchange. The conversion price will be 10% to 20% discount to the exchange price upon the occurrence of qualifying events. The exchange price varies depending on which qualifying event happens, i.e. listing price or acquisition price, etc.

For the year ended 30 June 2013

19. INVENTORIES

2013
HK\$'000
2012
HK\$'000
Iron ores at net realisable value 61,932

20. TRADE AND OTHER RECEIVABLES AND LOAN RECEIVABLE

2013
HK\$'000
2012
HK\$'000
Trade receivables 4,919 130,502
Loan receivable 28,614 35,002
Other deposits and prepayment 22,259 17,733
55,792 183,237
Presented as non-current asset 28,614
Presented as current assets 27,178 183,237
55,792 183,237

The Group allows an average credit period of 90 days to its trade customers. The Group seeks to maintain strict control over its outstanding receivables. Overdue balances are reviewed regularly by senior management.

20. TRADE AND OTHER RECEIVABLES AND LOAN RECEIVABLE (Continued)

The following is an aged analysis of trade receivables presented based on the invoice date at the end of the reporting period, which approximated to the respective revenue recognition dates:

2013 2012
HK\$'000 HK\$'000
0 to 90 days 4,919 125,649
91 to 180 days
Over 180 days 4,853
4,919 130,502

Movement in the allowance for doubtful debts

Trade receivables

2013 2012
HK\$'000 HK\$'000
At beginning of the year 3,317
(Decrease) increase in allowance recognised in profit or loss (3,317) 3,317
At end of the year 3,317

As at 30 June 2013, the trade receivables disclosed above are neither past due nor impaired.

As at 30 June 2012, included in the Group's trade receivable balance are debtors with aggregate carrying amount of HK\$4,853,000 which were past due for which the Group considered that no provision for impairment loss was required. This was subsequently settled in full during the year ended 30 June 2013.

The loan receivable from an investee is non-interest bearing. At 30 June 2012, although the loan receivable was past due, it was still expected to be recovered within one year and classified as a current asset. During the year ended 30 June 2013, there is no repayment from the investee, the management of the Group considers that the loan will not be recovered within one year hence classified it as a non-current asset. Taking into consideration of the financial information of the investee, impairment loss of HK\$6,388,000 was recognised in profit or loss during the year (2012: HK\$7,294,000).

For the year ended 30 June 2013

21. INVESTMENTS HELD FOR TRADING

2013 2012
HK\$'000 HK\$'000
Listed securities:
— Equity securities listed in Hong Kong 871
— Equity securities listed in the United Kingdom 44,233 19,269
— Equity securities listed in the United States of America 1,622 2,882
— Equity securities listed in Australia 152,797 321,504
— Equity securities listed in Canada 34,439 66,085
233,091 410,611

As at 30 June 2013 and 2012, in the opinion of directors of the Company, particulars of the Group's significant investments included in investments held for trading are as follows:

Name of company Place of incorporation Class of shares Number of
shares held
by the Group
Percentage of
issued share
capital held by
the Group
ABM Resources NL ("ABM") Australia Ordinary 647,911,009 19.74%

The Group has less than one-fifth of the voting power of ABM and has the intention to hold it for trading. Subsequent to the Group's acquisition of ABM, ABM has invited and appointed Mr. Andrew Ferguson (Chief Executive Officer and an executive director of the Company) to the board of directors of ABM as a non-executive director. As the Group does not have any right to appoint directors to the board of directors of ABM either at the acquisition date or at the end of the reporting period, and the appointment of Mr. Andrew Ferguson is solely at the discretion of the nomination committee of ABM due to his industry experience, ABM has not been regarded as an associate of the Group despite Mr. Andrew Ferguson's appointment by ABM.

22. PLEDGED BANK DEPOSITS AND BANK BALANCES AND CASH

Cash at banks earns interest at floating rates based on daily bank deposit rates, ranging from 0.01% to 3.27% (2012: 0.01% to 4.62%) per annum. Short term deposits during the year are made for varying periods of between one day and one month depending on the immediate cash requirements of the Group, and earn interest at respective short term time deposit rates.

Pledged bank deposits represent deposits pledged to banks to secure the Group's trade and banking facilities, and carry variable interest rates with a range from 0.06% to 3.25% (2012: 0.14% to 3.25%) per annum.

23. TRADE AND OTHER PAYABLES

2013 2012
HK\$'000 HK\$'000
Trade payables 20,407 112,485
Other payables 4,974 3,087
25,381 115,572

The following is an aged analysis of trade payables presented based on the invoice date at the end of reporting period:

2013
HK\$'000
2012
HK\$'000
0 to 90 days 20,407 112,485

24. BANK BORROWING

2013
HK\$'000
2012
HK\$'000
Secured bank loan repayable within one year 242,500

The loan is denominated in HK\$, interest bearing at Hong Kong Interbank Offered Rate plus 2.5% per annum and will be repayable in February 2014.

For the year ended 30 June 2013

25. SHARE CAPITAL

Authorised and issued share capital

2013 2012
Number of Number of
shares Amount shares Amount
HK\$'000 HK\$'000
Ordinary shares of HK\$0.10 each
Authorised 20,000,000,000 2,000,000 20,000,000,000 2,000,000
Issued and fully paid:
At beginning of the year
Shares repurchased and cancelled
6,813,047,990 681,305 6,863,287,990 686,329
(note (a)) (1,120,000) (112) (50,240,000) (5,024)
At end of the year 6,811,927,990 681,193 6,813,047,990 681,305

Note:

(a) Repurchase of shares

During the year, the Company repurchased its own shares through the Stock Exchange for cancellation as follows:

Number of ordinary Price per share Aggregate
Month of cancellation shares of HK\$0.10 each Highest Lowest amount paid
HK\$ HK\$ HK\$'000
Year ended 30 June 2013
July 2012 1,120,000 0.290 0.285 323
Year ended 30 June 2012
July 2011 3,000,000 0.400 0.400 1,204
November 2011 8,540,000 0.315 0.295 2,596
December 2011 2,700,000 0.330 0.320 883
April 2012 12,260,000 0.365 0.340 4,373
May 2012 21,780,000 0.350 0.340 7,622
June 2012 1,960,000 0.300 0.265 549
50,240,000 17,227

25. SHARE CAPITAL (Continued)

Authorised and issued share capital (Continued)

Note: (Continued)

(a) Repurchase of shares (Continued)

The repurchased shares were cancelled during the year and the issued share capital of the Company was reduced by the nominal value thereof. The premium payable on repurchase of the shares of HK\$211,000 (2012: HK\$12,203,000) was charged to the share premium account. An amount equivalent to the nominal value of the shares cancelled was transferred from the accumulated profits/losses to the capital redemption reserve.

The repurchase of the Company's shares during both years were effected by the directors of the Company, pursuant to the mandate from shareholders, with a view to benefiting shareholders as a whole by enhancing the net asset value per share and loss per share of the Group.

26. RESERVES

(a) Special reserve

The special reserve represents the difference between the nominal value of aggregate share capital of the subsidiaries acquired and the nominal value of the share capital of the Company issued for the acquisition at the time of a group reorganisation in 1998.

(b) Investment revaluation reserve

2013 2012
HK\$'000 HK\$'000
At beginning of the year 37,700 26,728
Share of other comprehensive (expense) income of associates (16,479) 10,363
Reclassification adjustment upon disposal of partial interest in an associate 20
Reclassification adjustment upon deemed disposal of partial interests
in associates (1,161)
Fair value change of available-for-sale investments (557) (21,731)
Impairment losses on available-for-sale investments 22,320
At ending of the year 19,503 37,700

For the year ended 30 June 2013

26. RESERVES (Continued)

(c) Exchange reserve

2013 2012
HK\$'000 HK\$'000
(restated)
At beginning of the year 567,911 687,501
Exchange difference arising from translation of associates (302,890) (123,746)
Exchange difference arising from translation of other foreign operations 10,092 4,487
Reclassification adjustment upon disposal of partial interest in an associate (331)
Reclassification adjustment upon deemed disposal of partial interests
in associates (6,198)
At ending of the year 268,915 567,911

27. SHARE OPTION SCHEME

The Company has a share option scheme (the "Scheme") which was adopted on 22 September 2004 ("Adoption Date") whereby the board of directors of the Company may grant options to eligible persons, including directors, employees and consultants of the Company and its subsidiaries, as incentives to these eligible persons to subscribe for shares in the Company. The Scheme will expire on 21 September 2014.

Share options granted must be taken up within 28 days of the date of grant, upon payment of HK\$1 per grant. Share options may be exercised in accordance with the terms of the Scheme at any time during the option period and not more than ten years after the Adoption Date. The option period will be determined by the board of directors and communicated to each grantee. The exercise price is determined by the board of directors, and will not be less than the highest of the closing price of the Company's shares on the date of grant, the nominal value of the Company's shares and the average closing price of the shares for the five business days immediately preceding the date of grant.

The total number of shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the Scheme must not exceed 30% of the shares in issue from time to time. The number of shares in respect of which options may be granted to any individual in any 12-month period up to the date of grant is not permitted to exceed 1% of the shares of the Company in issue at the date of grant without approval from the Company's shareholders. Options granted to substantial shareholders or independent non-executive directors in excess of 0.1% of the Company's share capital or with a value in excess of HK\$5 million must be approved by the Company's shareholders in general meeting taken on a poll.

No share options were exercisable as at 30 June 2012.

During the current year, some share options were cancelled during the vesting period, which have been accounted for as an acceleration of vesting, and share option expense of HK\$14,021,000 was recognised immediately in profit or loss which otherwise would have been recognised over the remainder of the vesting period.

27. SHARE OPTION SCHEME (Continued)

No share option was exercised or granted under the Scheme during the year ended 30 June 2013, with 174,000,000 share options being cancelled on 11 July 2012. Details of the share options movement during the year ended 30 June 2013 under the Scheme are as follows:

Grantee Date of grant Exercise period Exercise price
per share
HK\$
Outstanding
as at 1 July
2012
Number of
share options
lapsed during
the year
Number of
share options
cancelled during
the year
Outstanding
as at 30 June
2013
Closing price
immediate
before date
of grant
HK\$
Note
Directors
Ms. Chong Sok Un 29 June 2010 7 July 2011 to
6 July 2013
1.00 52,500,000 (52,500,000) 0.55 (a)(i)(2), b(iv)
29 June 2010 7 July 2012 to
6 July 2013
1.00 45,000,000 (45,000,000) 0.55 (a)(i)(3)
Mr. Andrew Ferguson 29 June 2010 7 July 2011 to
6 July 2013
1.00 87,500,000 (87,500,000) 0.55 (a)(i)(2), b(iv)
29 June 2010 7 July 2012 to
6 July 2013
1.00 75,000,000 (75,000,000) 0.55 (a)(i)(3)
Mr. Kong Muk Yin 4 May 2010 7 July 2011 to
6 July 2013
1.00 5,000,000 (5,000,000) 0.71 (a)(i)(2), b(iv)
4 May 2010 7 July 2012 to
6 July 2013
1.00 5,000,000 (5,000,000) 0.71 (a)(i)(3)
Mr. Yue Jialin 4 May 2010 7 July 2010 to
6 July 2013
1.00 2,000,000 (2,000,000) 0.71 (a)(ii)
Mr. So Kwok Hoo 4 May 2010 7 July 2010 to
6 July 2013
1.00 2,000,000 (2,000,000) 0.71 (a)(ii)
Mr. Peter Anthony Curry 4 May 2010 7 July 2011 to
6 July 2013
1.00 21,000,000 (21,000,000) 0.71 (a)(i)(2), b(iv)
4 May 2010 7 July 2012 to
6 July 2013
1.00 18,000,000 (18,000,000) 0.71 (a)(i)(3)
Dr. Wong Wing Kuen,
Albert
4 May 2010 7 July 2010 to
6 July 2013
1.00 2,000,000 (2,000,000) 0.71 (a)(ii)
Mr. Chang Chu Fai,
Johnson Francis
4 May 2010 7 July 2010 to
6 July 2013
1.00 2,000,000 (2,000,000) 0.71 (a)(ii)
Mr. Robert Moyse
Willcocks
4 May 2010 7 July 2010 to
6 July 2013
1.00 2,000,000 (2,000,000) 0.71 (a)(ii)

For the year ended 30 June 2013

27. SHARE OPTION SCHEME (Continued)

Grantee Date of grant Exercise period Exercise price
per share
HK\$
Outstanding
as at 1 July
2012
Number of
share options
lapsed
during the year
Number of
share options
cancelled during
the year
Outstanding
as at 30 June
2013
Closing price
immediate
before date
of grant
HK\$
Note
Others
Employees 4 May 2010 7 July 2011 to
6 July 2013
1.00 3,500,000 (3,500,000) 0.71 (a)(i)(2), (b)(iv)
4 May 2010 7 July 2012 to
6 July 2013
1.00 3,000,000 (3,000,000) 0.71 (a)(i)(3)
Employees 28 February 2011 7 July 2011 to
6 July 2013
1.00 8,500,000 (8,500,000) 0.50 (a)(i)(2), (b)(iv)
28 February 2011 7 July 2012 to
6 July 2013
1.00 8,000,000 (8,000,000) 0.50 (a)(i)(3)
Consultant 4 May 2010 7 July 2011 to
6 July 2013
1.00 20,000,000 (20,000,000) 0.71 (a)(i)(2), (b)(iv)
4 May 2010 7 July 2012 to
6 July 2013
1.00 10,000,000 (10,000,000) 0.71 (a)(i)(3)
372,000,000 (198,000,000) (174,000,000)
Weighted average
exercise price
HK\$1.00 HK\$1.00 HK\$1.00

27. SHARE OPTION SCHEME (Continued)

No share option was exercised, granted or cancelled under the Scheme during the year ended 30 June 2012. Details of the share options outstanding as at 30 June 2012 under the Scheme are as follows:

Grantee Date of grant Exercise period Exercise price
per share
Outstanding
as at 1 July
2011
Number of
share options
lapsed/
forfeited
during the
year
Outstanding
as at 30 June
2012
Closing price
immediate
before date
of grant
Note
HK\$ HK\$
Directors
Ms. Chong Sok Un 29 June 2010 7 July 2010 to
6 July 2013
1.00 52,500,000 (52,500,000) 0.55 (a)(i)(1), (b)(i)
29 June 2010 7 July 2011 to
6 July 2013
1.00 52,500,000 52,500,000 0.55 (a)(i)(2)
29 June 2010 7 July 2012 to
6 July 2013
1.00 45,000,000 45,000,000 0.55 (a)(i)(3)
Mr. Andrew Ferguson 29 June 2010 7 July 2010 to
6 July 2013
1.00 87,500,000 (87,500,000) 0.55 (a)(i)(1), (b)(i)
29 June 2010 7 July 2011 to
6 July 2013
1.00 87,500,000 87,500,000 0.55 (a)(i)(2)
29 June 2010 7 July 2012 to
6 July 2013
1.00 75,000,000 75,000,000 0.55 (a)(i)(3)
Mr. Kong Muk Yin 4 May 2010 7 July 2010 to
6 July 2013
1.00 10,000,000 (10,000,000) 0.71 (a)(i)(1), (b)(i)
4 May 2010 7 July 2011 to
6 July 2013
1.00 5,000,000 5,000,000 0.71 (a)(i)(2)
4 May 2010 7 July 2012 to
6 July 2013
1.00 5,000,000 5,000,000 0.71 (a)(i)(3)
Mr. Yue Jialin 4 May 2010 7 July 2010 to
6 July 2013
1.00 2,000,000 2,000,000 0.71 (a)(ii)
Mr. So Kwok Hoo 4 May 2010 7 July 2010 to
6 July 2013
1.00 2,000,000 2,000,000 0.71 (a)(ii)
Mr. Liu Yongshun 4 May 2010 7 July 2010 to
6 July 2013
1.00 2,000,000 (2,000,000) 0.71 (b)(ii)
Mr. Peter Anthony Curry 4 May 2010 7 July 2010 to
6 July 2013
1.00 21,000,000 (21,000,000) 0.71 (a)(i)(1), (b)(i)
4 May 2010 7 July 2011 to
6 July 2013
1.00 21,000,000 21,000,000 0.71 (a)(i)(2)
4 May 2010 7 July 2012 to
6 July 2013
1.00 18,000,000 18,000,000 0.71 (a)(i)(3)
Dr. Wong Wing Kuen, Albert 4 May 2010 7 July 2010 to
6 July 2013
1.00 2,000,000 2,000,000 0.71 (a)(ii)
Mr. Chang Chu Fai,
Johnson Francis
4 May 2010 7 July 2010 to
6 July 2013
1.00 2,000,000 2,000,000 0.71 (a)(ii)
Mr. Robert Moyse Willcocks 4 May 2010 7 July 2010 to
6 July 2013
1.00 2,000,000 2,000,000 0.71 (a)(ii)

For the year ended 30 June 2013

27. SHARE OPTION SCHEME (Continued)

Grantee Date of grant Exercise period Exercise price
per share
HK\$
Outstanding
as at 1 July
2011
Number of
share options
lapsed/
forfeited
during the
year
Outstanding
as at 30 June
2012
Closing price
immediate
before date of
grant
HK\$
Note
Others
Employees 4 May 2010 7 July 2010 to
6 July 2013
1.00 9,000,000 (9,000,000) 0.71 (a)(i)(1), (b)(i)
4 May 2010 7 July 2011 to
6 July 2013
1.00 9,000,000 (5,500,000) 3,500,000 0.71 (a)(i)(2), (b)(iii)
4 May 2010 7 July 2012 to
6 July 2013
1.00 7,000,000 (4,000,000) 3,000,000 0.71 (a)(i)(3), (b)(iii)
Employees 28 February 2011 28 February 2011 to
6 July 2013
1.00 8,500,000 (8,500,000) 0.50 (a)(i)(4), (b)(i)
28 February 2011 7 July 2011 to
6 July 2013
1.00 8,500,000 8,500,000 0.50 (a)(i)(2)
28 February 2011 7 July 2012 to
6 July 2013
1.00 8,000,000 8,000,000 0.50 (a)(i)(3)
Consultant 4 May 2010 7 July 2010 to
6 July 2013
1.00 20,000,000 (20,000,000) 0.71 (a)(i)(1), (b)(i)
4 May 2010 7 July 2011 to
6 July 2013
1.00 20,000,000 20,000,000 0.71 (a)(i)(2)
4 May 2010 7 July 2012 to
6 July 2013
1.00 10,000,000 10,000,000 0.71 (a)(i)(3)
592,000,000 (220,000,000) 372,000,000
Weighted average exercise price HK\$1.00 HK\$1.00 HK\$1.00

27. SHARE OPTION SCHEME (Continued)

Notes:

  • (a) The relevant share options are exercisable subject to the grantees remain as employees or consultants of the Group and the following market conditions:
  • (i) The share options granted to these grantees:
    • (1) Exercisable only if the closing price of the shares has reached HK\$1.20 or above per share at any time between 7 July 2010 and 6 July 2011 (both dates inclusive) and will lapse if the share price does not hit HK\$1.20 or above during such period. As the market price of the Company's share did not reach the required level during the exercisable period, these share options lapsed on 6 July 2011. For the purpose of calculating the fair value of the share options at the date of grant, the options are initially estimated to be vested at 31 December 2010.
    • (2) Exercisable only if the closing price of the shares has reached HK\$1.60 or above per share at any time between 7 July 2011 and 6 July 2012 (both dates inclusive) and will lapse if the share price does not hit HK\$1.60 or above during such period, or not exercise by 6 July 2012. For the purpose of calculating the fair value of the share options at the date of grant, the options are initially estimated to be vested at 31 December 2011.
    • (3) Exercisable only if the closing price of the shares has reached HK\$2.00 or above per share at any time between 7 July 2012 and 6 July 2013 (both dates inclusive) and will lapse if the share price does not hit HK\$2.00 or above during such period, or not exercise by 6 July 2013. For the purpose of calculating the fair value of the share options at the date of grant, the options are initially estimated to be vested at 31 December 2012. The options were cancelled on 11 July 2012.
    • (4) Exercisable only if the closing price of the shares has reached HK\$1.20 or above per share at any time between 28 February 2011 and 6 July 2011 (both dates inclusive) and will lapse if the share price does not hit HK\$1.20 or above during such period. As the market price of the Company's share did not reach the required level during the exercisable period, these share options lapsed on 6 July 2011. For the purpose of calculating the fair value of the share options at the date of grant, the options are initially estimated to be vested at 30 June 2011.
  • (ii) The share options granted to these grantees were exercisable only if the closing price of the shares has reached HK\$1.20 or above per share at any time between 7 July 2010 and 6 July 2013 (both dates inclusive) and will lapse if the share price does not hit HK\$1.20 or above during such period, or not exercise by 6 July 2013. For the purpose of calculating the fair value of the share options at the date of grant, the options are initially estimated to be vested at 31 December 2011. During the year ended 30 June 2012, market conditions were not satisfied. As a result, the share options were not exercisable and remained outstanding as at 30 June 2012. The options were cancelled on 11 July 2012.
  • (b) (i) The share options lapsed on 6 July 2011.
  • (ii) With the resignation of Mr. Liu Yongshun as a director, the share options granted to him were forfeited on 1 March 2012.
  • (iii) With the resignation of two employees, the respective share options granted were forfeited on 21 July 2011 and 7 October 2011.
  • (iv) The share options lapsed on 6 July 2012.
  • (c) The share options granted during the period ended 30 June 2011 were measured using the Trinominal Pricing Model. The inputs into the model were summarised as follows:
Date of grant 4 May 2010 29 June 2010 28 February 2011
Expected volatility 78.87% 77.28% 66.60%
Risk-free interest rate 1.34% 1.14% 0.85%
Expected annual dividend yield Nil Nil Nil
Barrier/Knock price (HK\$) 1.2, 1.6 or 2.0 1.2, 1.6 or 2.0 1.2, 1.6 or 2.0
Fair value per option (HK\$) 0.24 to 0.29 0.12 to 0.18 0.01 to 0.09

100

Notes to the Consolidated Financial Statements

For the year ended 30 June 2013

27. SHARE OPTION SCHEME (Continued)

Notes: (Continued)

  • (d) Expected volatility was determined by using the historical volatility of the Company's share price over the previous three years.
  • (e) The risk free interest rate was the yield of 3-year Exchange Fund Note at the date of grant.
  • (f) For the year ended 30 June 2013, the Group recognised total expenses of HK\$14,021,000 for acceleration of vesting in relation to share options granted.

For the year ended 30 June 2012, the Group recognised total expenses of HK\$28,612,000 in relation to share options granted.

Besides, the Group transferred the previously recognised expenses from share option reserve of HK\$70,940,000 (2012: HK\$33,223,000) to accumulated profits/losses for the 372,000,000 share options lapsed/cancelled during the year ended 30 June 2013 (2012: 220,000,000 share options lapsed/forfeited).

28. COMMITMENTS

Operating lease — The Group as lessee

2013 2012
HK\$'000 HK\$'000
Minimum lease payments under operating leases in respect of
rented premises and equipment during the year 4,070 2,761

At the end of the reporting period, the Group had commitments for future minimum lease payments under noncancellable operating leases in respect of rented premises and equipment, which fall due as follows:

2013
HK\$'000
2012
HK\$'000
Within one year 2,860 3,766
After one year but not more than five years 732 2,276
3,592 6,042

Operating lease payments represent rental payable by the Group for its office premises, car parking space, director's quarters and a photocopying machine. Leases are negotiated for the terms of between six months to five years.

29. RELATED PARTY TRANSACTIONS

(a) During the year, the Group entered into the following material related party transactions.

2013 2012
HK\$'000 HK\$'000
Subsidiaries of an associate, MGX
Purchase of commodities 895,761 956,404
2013 2012
HK\$'000 HK\$'000

(b) In November 2008, the Group entered into certain commodity forward contracts with MGX to purchase iron ores from MGX representing approximately 20% of total production of the remaining mines lives of the two relevant mines in Australia for which the forward price was determined with reference to the Hamersley Benchmark Iron Ore Prices. In November 2010, the commodity forward contracts were revised as the Hamersley Benchmark Iron Ore Prices were no longer available in the market and the iron ore forward price was then revised to be determined with reference to Platts Iron Ore Price, less operating adjustments and market commission.

(c) Compensation of key management personnel

The remuneration of key management who are directors and members of the senior management of the Group during the year is as follows:

2013
HK\$'000
2012
HK\$'000
Short-term employee benefits
Post-employment benefits
Share option benefits
7,877
30
10,376
7,477
24
24,089
18,283 31,590

The remuneration of key management is determined by the remuneration committee having regard to the position, experience, qualification and performance of the individuals and market trends.

For the year ended 30 June 2013

29. RELATED PARTY TRANSACTIONS (Continued)

(d) Compensation of senior management personnel

Included in the key management personnel of the Group are two (2012: two) senior management personnel of which one (2012: one) is also a director of the Company. An analysis of remuneration paid and payable to the senior management personnel of the Group during the year is set out as follows:

2013 2012
HK\$'000 HK\$'000
Short-term employee benefits 5,397 4,822
Post-employment benefits 30 24
Share option benefits 4,553 11,105
9,980 15,951

Their emoluments were within the following bands:

2013
No. of
employees
2012
No. of
employees
HK\$1,000,001 to HK\$2,000,000 1 1
HK\$8,000,001 to HK\$9,000,000 1
HK\$14,000,001 to HK\$15,000,000 1

30. PLEDGE OF ASSETS

At the end of reporting period, the following assets of the Group were pledged to banks and a securities broker to secure credit facilities.

2013
HK\$'000
2012
HK\$'000
(restated)
Interests in associates 862,277 2,395,605
Available-for-sale investments 19,043
Pledged bank deposits 345,502 79,748
1,207,779 2,494,396

31. RETIREMENT BENEFITS SCHEME

The Group operates a Mandatory Provident Fund scheme for all qualifying employees of its Hong Kong incorporated subsidiaries. The assets of the scheme are held separately from those of the Group in funds under the control of trustees. The Group contributed 5% of the relevant payroll costs to the scheme. The Group's contributions to each employee are subject to a cap of monthly relevant payroll cost of HK\$25,000 (2012: increased from HK\$20,000 to HK\$25,000 with effect from 1 June 2012).

In addition, the Group's contributions to local municipal government retirement scheme in the PRC are expensed as they fall due at the rates specified in the rules of the scheme while the local municipal government in the PRC undertakes to assume the retirement benefit obligations of all existing and future retirees of the qualified staff in the PRC.

The total cost charged to profit or loss of HK\$407,000 (2012: HK\$251,000) represents contributions payable to the scheme by the Group at rates specified in the rules of the respective schemes.

32. FINANCIAL INSTRUMENTS

Categories of financial instruments

2013
HK\$'000
2012
HK\$'000
Financial assets
Financial assets designated at fair value through profit or loss 77,953 118,947
Investments held for trading 233,091 410,611
Available-for-sale investments 18,686 71,465
Loans and receivables (including cash and cash equivalents) 884,718 625,163
1,214,448 1,226,186
Financial liabilities
Amortised cost 267,661 115,262

Financial risk management objectives

The Group's major financial instruments include financial assets designated at fair value through profit or loss, investments held for trading, available-for-sale investments, trade and other receivables and loan receivable, pledged bank deposits, bank balances and cash, trade and other payables and bank borrowing. Details of these financial instruments are disclosed in respective notes. The risks associated with these financial instruments and the policies on how to mitigate these risks are set out below. The management manages and monitors these exposures to ensure appropriate measures are implemented on a timely and effective manner.

There has been no change to the Group's risk exposure relating to financial instruments or the manner in which it manages and measures the risks.

For the year ended 30 June 2013

32. FINANCIAL INSTRUMENTS (Continued)

Market risk

Foreign currency risk

The Group has foreign currency sales and purchases, which expose the Group to foreign currency risk. The Group has trading activities denominated in United States dollars ("USD") and with pledged bank deposits of USD10 million at 30 June 2013 and 2012 to secure trade finance facilities. As HK\$ is pegged to USD, the Group does not expect any significant movements in the USD/HK\$ exchange rate.

The Group currently does not have a foreign currency hedging policy. However, the management monitors foreign exchange exposure and will consider hedging significant foreign currency exposure should the need arise.

The carrying amounts of the Group's foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period mainly included pledged bank deposits, bank balances, trade receivables and trade and other payables are as follows:

Assets Liabilities
2013
2012
2013 2012
HK\$'000 HK\$'000 HK\$'000 HK\$'000
USD 341,344 210,185 21,931 113,172
Australian dollars ("AUD") 68,081 43,623

Sensitivity analysis

As HK\$ is pegged to USD, the Group does not expect any significant movements in the USD/HK\$ exchange rates and thus USD is not included in sensitivity analysis.

The following table details the Group's sensitivity to a 10% (2012: 10%) increase and decrease in HK\$ against relevant foreign currencies and all other variables were held constant. 10% (2012: 10%) is the sensitivity rate used by management in the assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currencies denominated monetary items and adjusts its translation at the period end for a 10% (2012: 10%) change in foreign currencies rates. A positive number below indicates a decrease in post-tax loss for the year where foreign currencies strengthen 10% (2012: 10%) against HK\$. For a 10% (2012: 10%) weakening of foreign currencies against HK\$ there would be an equal and opposite impact on the post-tax loss for the year.

AUD Impact
2013 2012
HK\$'000 HK\$'000
Decrease in post-tax loss for the year 5,684 3,642

32. FINANCIAL INSTRUMENTS (Continued)

Market risk (Continued)

Interest rate risk

The Group is exposed to cash flow interest rate risk in relation to variable-rate bank borrowing and bank deposits at 30 June 2013 (2012: bank deposits) (see note 22 for details of bank balances and note 24 for details of bank borrowing). The Group currently does not have any interest rate hedging policy. The directors of the Company monitor the interest rate exposure and will consider other necessary actions when significant interest rate exposure is anticipated.

No interest rate sensitivity is disclosed as in the opinion of the directors of the Company, the interest rate sensitivity does not give additional value in view of insignificant exposure of interest bearing bank balances and borrowing as at the end of the reporting period.

The Group's exposure to interest rates on financial liabilities is detailed in the liquidity risk management section of this note.

Other price risk

Foreign currency price risk

The Group is engaged in equity securities trading and investments which are denominated in foreign currencies and is therefore exposed to foreign currency price risk. Approximately 99% (2012: 99%) of the Group's equity investments are denominated in currencies other than the functional currency of the group entities.

The carrying amounts of the Group's foreign currency denominated equity investments classified as held for trading and available-for-sale at the end of the reporting period are as follows:

Assets
2013 2012
HK\$'000 HK\$'000
USD 86,878 161,577
AUD 154,739 342,489
Pound sterling ("GBP") 48,922 24,301
Canadian dollars ("CAD") 34,439 66,085

The Group is also exposed to foreign currency price risk through equity securities held by an associate of the Group. The equity securities held by this associate are mainly denominated in AUD.

Sensitivity analysis

The following table details the Group's sensitivity to a 10% (2012: 10%) increase and decrease in HK\$ against foreign currencies and all other variables were held constant. USD is not included in sensitivity analysis, as HK\$ is pegged to USD, the Group does not expect any significant movements in the USD/HK\$ exchange rate. 10% (2012: 10%) is the sensitivity rate used by management in the assessment of the reasonably possible change in foreign exchange rates. A positive number below indicates a decrease in post-tax loss for the year or increase in investment revaluation reserve where foreign currencies strengthen 10% (2012: 10%) against HK\$. For a 10% (2012: 10%) weakening of foreign currencies against HK\$ there would be an equal and opposite impact on the result for the post-tax loss and the investment revaluation reserve.

For the year ended 30 June 2013

32. FINANCIAL INSTRUMENTS (Continued)

Market risk (Continued)

Other price risk (Continued)

Foreign currency price risk (Continued) Sensitivity analysis (Continued)

2013 2012
HK\$'000 HK\$'000
Decrease in post-tax loss for the year
18,783
33,973
Increase in investment revaluation reserve
1,478
8,118

Equity price risk

The Group is exposed to equity price risk through its investments, including available-for-sale investments, financial assets designated at fair value through profit or loss and investments held for trading. The management manages this exposure by maintaining a portfolio of investments with different risk and return profiles.

Sensitivity analysis

The sensitivity analyses below have been determined based on the listed investments' exposure to price risk at the end of the reporting period. If equity price (in the relevant currencies in which the investments are denominated) had been 30% higher/lower (2012: 30% higher/lower):

  • post-tax loss for the year ended 30 June 2013 would increase/decrease by HK\$60,331,000 (2012: would increase/ decrease by HK\$105,300,000). This is mainly due to the changes in fair value of listed financial instruments (exclude listed available-for-sale investments); and
  • investment revaluation reserve would increase/decrease by HK\$1,172,000 (2012: investment revaluation reserve would increase by/impairment loss would be charged to profit or loss amounting to HK\$6,179,000) as a result of the changes in fair value of listed available-for-sale investments.

32. FINANCIAL INSTRUMENTS (Continued)

Credit risk

The Group's maximum exposure to credit risk which will cause a financial loss to the Group due to an obligation by the counterparties is arising from the carrying amount of the respective recognised financial assets as stated in the consolidated statement of financial position.

In order to minimise the credit risk, management of the Group has delegated a team responsible for determination of credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. In addition, the Group reviews the recoverable amount of each individual debt at the end of the reporting period to ensure that adequate impairment losses are made for irrecoverable amounts. In this regard, the directors of the Company consider that the Group's credit risk is significantly reduced.

The credit risk on liquid funds is limited because the counterparties are banks with good reputation.

The Group's exposure to credit risk is influenced mainly by the individual characteristics of each customer. At the end of the reporting period, the Group has a certain level of concentrations of credit risk as 41% (2012: 56%) and 100% (2012: 100%) of the total trade receivables was due from a customer and three (2012: three) customers respectively, and bank balance of HK\$279,044,000 (2012: HK\$272,351,000) is deposited in a PRC bank. Further quantitative disclosures in respect of the Group's exposure to credit risk arising from trade and other receivables are set out in note 20.

The Group has concentration of credit risk in respect of loan to an investee of HK\$28,614,000 (2012: HK\$35,002,000). Taking into consideration of the financial information of the investee, impairment loss of HK\$6,388,000 was recognised in profit or loss during the year (2012: HK\$7,294,000). In the opinion of the directors, the risk of non-recoverability of the carrying amount is minimal.

Liquidity risk

In the management of the liquidity risk, the Group monitors and maintains a level of cash and cash equivalents deemed adequate by the management to finance the Group's operations and mitigate the effects of fluctuations in cash flows. The management manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities.

As at 30 June 2013, the Group has available unutilised trade finance facilities and margin facilities of HK\$103,592,000 (2012: HK\$25,115,000) and HK\$553,000,000 (2012: HK\$553,000,000) respectively.

For the year ended 30 June 2013

32. FINANCIAL INSTRUMENTS (Continued)

Liquidity risk (Continued)

Liquidity tables

The following tables detail the Group's remaining contractual maturity for its non-derivative financial liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. Such non-derivative financial liabilities outstanding at the end of the reporting period are considered as if outstanding for the whole period. The table includes both interest and principal cash flows.

As at 30 June 2013

Weighted
average
interest
rate
%
Within
one year or
on demand
HK\$'000
Total
contractual
undiscounted
cash flow
HK\$'000
Carrying
amount
HK\$'000
Non-derivative financial liabilities
Trade and other payables
Bank borrowing

2.88
25,161
247,158
25,161
247,158
25,161
242,500
272,319 272,319 267,661

As at 30 June 2012

Weighted Total
average Within contractual
interest one year or undiscounted Carrying
rate on demand cash flow amount
% HK\$'000 HK\$'000 HK\$'000
Non-derivative financial liabilities
Trade and other payables 115,262 115,262 115,262

The amounts included above for variable interest rate instruments for non-derivative financial liabilities is subject to change if changes in variable interest rates differ to those estimates of interest rates determined at the end of the reporting period.

32. FINANCIAL INSTRUMENTS (Continued)

Fair value of financial instruments

The fair value of financial assets is determined as follows:

  • the fair value of financial assets with standards terms and conditions and traded in active liquid markets are determined with reference to quoted market bid prices;
  • the fair value of other financial assets is determined in accordance with generally accepted pricing models based on discounted cash flow analysis; and
  • the fair value of listed convertible bonds measured at fair value through profit or loss is determined in accordance with reference to quoted market bid prices.

The directors of the Company consider that the carrying amounts of the Group's other financial assets and financial liabilities recorded at amortised cost in the consolidated financial statements approximate their fair values.

Fair value hierarchy of financial instruments

HKFRS 7 requires disclosure of financial instruments that are measured at fair value by level of the following fair value measurement hierarchy.

  • Level 1 quoted prices (unadjusted) in active markets for identical assets or liabilities.
  • Level 2 inputs other 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 3 inputs for the assets or liabilities that are not based on observable market data (that is, unobservable inputs).

The following table presents the financial instruments that are measured at fair value as at the end of the reporting period.

As at 30 June 2013

Level 1
HK\$'000
Investments held for trading 233,091
Available-for-sale investments 4,677
Financial assets designated at fair value through profit or loss 7,753
245,521

For the year ended 30 June 2013

32. FINANCIAL INSTRUMENTS (Continued)

Fair value hierarchy of financial instruments (Continued)

As at 30 June 2012

Level 1
HK\$'000
Investments held for trading 410,611
Available-for-sale investments 24,668
Financial assets designated at fair value through profit or loss 9,747
445,026

33. CRITICAL ACCOUNTING JUDGEMENT AND KEY SOURCE OF ESTIMATION UNCERTAINTY

In the application of the Group's accounting policies, which are described in note 3, the directors of the Company are required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that year, or in the year of the revision and future years if the revision affects both current and future years.

Critical judgments

The following is the critical judgment, apart from those involving estimation (see below), that the directors of the Company have made in the process of applying the Group's accounting policies and that have the most significant effect on the amounts recognised in the consolidated financial statements.

Commodity forward contracts

The Group has entered into certain commodity forward contracts with MGX to purchase iron ores for which the forward price was based on the respective lump and fines Platts Iron Ore Prices in which the Group is required to take physical delivery and has no history for similar contracts of settling net in cash or of taking delivery of the iron ores and selling them within a short period after delivery for the purpose of generating a profit from short-term fluctuations in price or dealer's margin. The directors of the Company considered that the commodity forward contracts were entered into and continue to be held for with the purpose of the receipt of the iron ores in accordance with the Group's expected purchase. Accordingly, the commodity forward contracts are considered as executory contracts and are not within the scope of HKAS 39 "Financial instruments: recognition and measurement". Details of these contracts are set out in note 29(b).

33. CRITICAL ACCOUNTING JUDGEMENT AND KEY SOURCE OF ESTIMATION UNCERTAINTY (Continued)

Key source of estimation uncertainty

The following is the key assumption concerning the key source of estimation uncertainty at the end of the reporting period, that have a significant risk of causing a material adjustment to the carrying amount of interests in associates within the next financial year.

Impairment of interests in associates

Determining whether interests in associates are impaired requires an estimation of the recoverable amount of the respective associates which is the higher of value in use and fair value less cost to sell.

As at 30 June 2012, the recoverable amounts of respective associates were determined as the value in use. The value in use calculation requires the Group to estimate the future cash flows expected to arise from the associates, suitable discount rates and the proceeds on ultimate disposal of the associates. Where the actual future cash flows are less than or more than expected or upon the management's revision of estimated cash flows due to change in conditions, facts and circumstances, such as the estimated future prices, production volume, a material impairment loss or reversal of impairment loss may arise.

As at 30 June 2013, the projected discount future cash flows conducted to determine the value in use calculation as at 30 June 2012 for the respective associates are no longer attainable as a result of the expected generally lower materials prices, accordingly, the recoverable amounts of the respective associates were determined as the fair value less cost to sell, the fair values were determined based on the listed closing prices as at 30 June 2013.

As at 30 June 2013, the carrying amount of interests in associates is HK\$1,301,491,000, net of impairment losses of HK\$2,184,662,000 (2012: carrying amount of interests in associates was HK\$3,459,522,000, net of impairment losses of HK\$73,303,000). Details of the impairment assessment are disclosed in note 16.

For the year ended 30 June 2013

34. PARTICULARS OF PRINCIPAL SUBSIDIARIES

As at 30 June 2013
Proportion of ownership interest
As at 30 June 2012
Proportion of ownership interest
Name of company Place of
incorporation/
establishment
and operation
Particulars of
issued and paid
up capital
Group's
effective
interest
Held
by the
Company
Held
by a
subsidiary
Group's
effective
interest
Held
by the
Company
Held
by a
subsidiary
Principal activities
Accardo Investments
Limited
British Virgin Islands US\$1
ordinary share
100% 100% 100% 100% Investment holding
APAC Resources
Capital Limited
British Virgin Islands US\$1
ordinary share
100% 100% 100% 100% Investment holding
APAC Resources
Management Limited
Hong Kong HK\$1
ordinary share
100% 100% 100% 100% Provision of management
services
APAC Resources
Investments Limited
British Virgin Islands US\$1
ordinary share
100% 100% 100% 100% Investment holding
APAC Resources Strategic
Holdings Limited
British Virgin Islands US\$1
ordinary share
100% 100% 100% 100% Investment holding
Asia Cheer Trading
Limited
Hong Kong HK\$1
ordinary share
100% 100% 100% 100% Investment holding
First Landmark Limited British Virgin Islands US\$1
ordinary share
100% 100% 100% 100% Investment holding
Fortune Desire
Investments Limited
British Virgin Islands US\$1
ordinary share
100% 100% 100% 100% Investment holding
Mount Sun Investments
Limited
British Virgin Islands US\$1
ordinary share
100% 100% 100% 100% Investment holding
Sino Chance Trading
Limited
Hong Kong HK\$1
ordinary share
100% 100% 100% 100% Trading in commodities
Super Grand Investments
Limited
British Virgin Islands US\$1
ordinary share
100% 100% 100% 100% Investment holding
亞太資源 (青島) 有限
公司 (note a)
The PRC US\$29,800,000 100% 100% 100% 100% Trading in commodities
瑞域 (上海) 投資諮詢
有限公司 (note a)
The PRC US\$3,600,000 100% 100% 100% 100% Provision of consultancy
service in corporate
management, metallurgy
technology, investment
and development in
mineral resources

Notes:

(a) 亞太資源(青島)有限公司 and 瑞域(上海)投資諮詢有限公司 are wholly-owned foreign investment enterprises registered in the PRC.

(b) The above list contains only the particular of subsidiaries which, in the opinion of directors, principally affected the results, assets or liabilities of the Group.

Statement of Financial Position of the Company

THE COMPANY
2013 2012
Note HK\$'000 HK\$'000
ASSETS
Investment in an associate 22,716 22,716
Investments in subsidiaries 6,086 10,801
Amounts due from subsidiaries 1,972,888 2,739,066
Other receivables and prepayments 507 629
Tax recoverable 1,829
Bank balances 10,694 7,720
Total assets 2,012,891 2,782,761
EQUITY AND LIABILITIES
Capital and reserves
Share capital 681,193 681,305
Others reserves
Accumulated losses
a
a
2,840,890
(1,511,439)
2,897,908
(798,237)
2,010,644 2,780,976
Liabilities
Other payables 2,247 1,785
Total equity and liabilities 2,012,891 2,782,761

Note:

a. Movement of the Company's reserves

Other reserves Accumulated losses
2013 2012 2013 2012
HK\$'000 HK\$'000 HK\$'000 HK\$'000
At beginning of the year 2,897,908 2,909,831 (798,237) (518,473)
Loss for the year (784,030) (307,963)
Shares repurchased and cancelled (99) (7,179) (112) (5,024)
Equity-settled share option expenses 14,021 28,612
Lapse/forfeiture/cancellation of
equity-settled share options (70,940) (33,223) 70,940 33,223
Others (133)
At end of the year 2,840,890 2,897,908 (1,511,439) (798,237)

Financial Summary

The results and the assets and liabilities of the Group for the past five financial years, as extracted from the Group's published consolidated financial statements are set out below:

RESULTS

18 months
Year ended 30 June ended 30 June Year ended 31 December
2013 2012 2011 2009 2008
HK\$'000 HK\$'000 HK\$'000 HK\$'000 HK\$'000
(restated) (note) (note) (note)
Revenue 1,104,617 1,050,205 1,147,494 301,420 298,613
(Loss) profit before taxation (2,077,032) (241,077) 1,465,177 394,379 (1,251,713)
Income tax expense (2,655) (1,890) (3,108) (21,776) (616)
(Loss) profit for the year/period
attributable to owners
of the Company (2,079,687) (242,967) 1,462,069 372,603 (1,252,329)

ASSETS AND LIABILITIES

As at 30 June As at 31 December
2013 2012 2011 2009 2008
HK\$'000 HK\$'000 HK\$'000 HK\$'000 HK\$'000
(restated) (note) (note) (note)
Total assets 2,527,311 4,759,693 6,108,171 2,993,792 1,483,698
Total liabilities (268,678) (117,878) (709,571) (31,778) (212,437)
Equity attributable to owners
of the Company 2,258,633 4,641,815 5,398,600 2,962,014 1,271,261

Note: The consolidated financial statements for the prior periods were not restated, as HK(IFRIC)-INT 20 has been applied prospectively on the beginning of the earliest period presented, which is 1 July 2011, as disclosed in note 2 to the consolidated financial statements.