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Persistence Gold Group Ltd — Interim / Quarterly Report 2009
Sep 21, 2009
50623_rns_2009-09-21_8bea2dc8-9cb2-4b84-a96e-d490c1a8b93d.pdf
Interim / Quarterly Report
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
APAC RESOURCES LIMITED 亞太資源有限公司[*]
(Incorporated in Bermuda with limited liability)
(Stock Code: 1104) (Warrant Code: 324)
ANNOUNCEMENT OF INTERIM RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2009
The board of directors (the “ Board ”) of APAC Resources Limited (the “ Company ”) is pleased to announce the unaudited interim results of the Company and its subsidiaries (collectively the “ Group ”) for the six months ended 30 June 2009, which has been reviewed by the auditors of the Group and the audit committee of the Company.
CONDENSED CONSOLIDATED INCOME STATEMENT
For the six months ended 30 June 2009
| Note Revenue 2 Continuing operations Revenue from sales of goods Net gain from sales of trading securities Gain on disposal of available-for-sale investments Change in fair value of trading securities Interest income Other operating income Purchases Equity-settled share option expenses Salaries and allowances Operating lease rental on buildings Provision for doubtful debt Share of profit of associates Other operating expenses Finance costs 3 |
Six months ended 30 June 2009 2008 HK$’000 HK$’000 (Unaudited) (Unaudited) (Restated) – 170,215 – 170,215 19,467 35,079 – 22,488 115,892 258,773 1,132 4,765 34,977 4,743 – (162,538) (12,373) (36,637) (7,636) (7,908) (1,544) (1,670) – (17,025) 67,346 – (7,614) (11,701) (13,412) (3) |
|---|---|
1
| Profit before taxation 4 Income tax expenses 5 Profit for the period from continuing operations Discontinued operation Profit for the period from discontinued operation Profit for the period Attributable to: Owners of the Company Earnings per share 7 From continuing and discontinued operations – Basic (HK cents) – Diluted (HK cents) From continuing operations – Basic (HK cents) – Diluted (HK cents) Note |
196,235 258,581 (32,864) (521) 163,371 258,060 – 442 163,371 258,502 163,371 258,502 3.45 5.47 3.41 5.32 3.45 5.45 3.41 5.31 Six months ended 30 June 2009 2008 HK$’000 HK$’000 (Unaudited) (Unaudited) (Restated) |
|---|---|
Details of dividend payable to owners of the Company are set out in note 6.
2
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the six months ended 30 June 2009
| Note Profit for the period Other comprehensive income Exchange differences arising on translation of foreign operations Share of reserve movements of associates Fair value change of available-for-sale investments Other comprehensive income for the period, net of tax Total comprehensive income for the period Total comprehensive income attributable to: Owners of the Company |
Six months ended 30 June 2009 2008 HK$’000 HK$’000 (Unaudited) (Unaudited) (Restated) 163,371 258,502 1,183 15,887 264,745 – 33,154 280,199 299,082 296,086 462,453 554,588 462,453 554,588 |
Six months ended 30 June 2009 2008 HK$’000 HK$’000 (Unaudited) (Unaudited) (Restated) 163,371 258,502 1,183 15,887 264,745 – 33,154 280,199 299,082 296,086 462,453 554,588 462,453 554,588 |
|---|---|---|
| 296,086 | ||
| 554,588 | ||
| 554,588 |
3
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
At 30 June 2009
| Note Assets Non-current assets Property, plant and equipments 8 Available-for-sale investments 9 Interest in associates 10 Current assets Trade and other receivables 11 Trading securities 12 Pledged bank deposits 13 Cash and cash equivalents 13 Total assets Equity and Liabilities Capital and reserves Share capital 14 Reserves Total equity Current liabilities Other payables Bills payable Margin financing 15 Tax payable Total liabilities Total equity and liabilities |
30 June 2009 HK$’000 (Unaudited) 1,324 117,741 1,291,805 1,410,870 139,708 334,908 89,308 227,871 791,795 2,202,665 562,882 1,624,213 2,187,095 2,564 – – 13,006 15,570 15,570 2,202,665 |
31 December 2008 HK$’000 (Audited) 1,643 84,585 591,817 |
|---|---|---|
| 678,045 | ||
| 470,732 113,898 90,004 131,019 |
||
| 805,653 | ||
| 1,483,698 | ||
| 472,866 798,395 |
||
| 1,271,261 | ||
| 15,123 35,934 161,043 337 |
||
| 212,437 | ||
| 212,437 | ||
| 1,483,698 |
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Notes:
1. Basis of Preparation and Accounting Policies
These unaudited Interim Financial Statements are prepared in accordance with the applicable disclosure provisions of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“Listing Rules”), including compliance with Hong Kong Accounting Standard (“HKAS”) 34, “Interim Financial Reporting” issued by the Hong Kong Institute of Certified Public Accountants (the “HKICPA”).
These Interim Financial Statements should be read in conjunction with the 2008 annual report.
This interim financial report contains condensed consolidated financial statements and selected explanatory notes. The notes include an explanation of events and transactions that are significant to an understanding of the changes in financial position and performance of the Group since the 2008 annual report. The condensed consolidated interim financial statements and notes thereon do not include all of the information required for full set of financial statement prepared in accordance with Hong Kong Financial Reporting Standards (“HKFRSs”, which term collectively includes HKASs and Interpretations).
In the current period, the Group has applied, for the first time, the following new standards, amendments and interpretations (hereinafter collectively referred to as ‘‘new HKFRSs’’), issued by the HKICPA, which are effective for the current accounting period of the Group.
| HKAS 1 (Revised) | Presentation of financial statements |
|---|---|
| HKAS 23 (Revised) | Borrowing costs |
| HKAS 32 & 1 | Puttable financial instruments and obligations arising on liquidation |
| (Amendments) | |
| HKFRSs (Amendments) | Improvements to HKFRSs, except for amendment to HKFRS 5 |
| HKFRS 1 & HKAS 27 | Cost of an investment in a subsidiary, jointly controlled entity or |
| (Amendments) | associate |
| HKFRS 2 (Amendment) | Share-based payment-vesting conditions and cancellations |
| HKFRS 7 (Amendment) | Improvement disclosures about financial instruments |
| HKFRS 8 | Operating segments |
| HK (IFRIC) – Int 9 & | Embedded derivatives |
| HKAS 39 (Amendments) | |
| HK (IFRIC) – Int 13 | Customer loyalty programmes |
| HK (IFRIC) – Int 15 | Agreements for the construction of real estate |
| HK (IFRIC) – Int 16 | Hedges of a net investment in a foreign operation |
The adoption of the new HKFRSs had no material effect on how the results and financial position for the current or prior accounting period have been prepared and presented. Accordingly, no prior period adjustment is required.
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The Group has applied the disclosures requirements under HKAS 1 (Revised) “Presentation of Financial Statements”. Under HKAS 1(Revised), the “Balance Sheet” is renamed as the “Statement of Financial Position” and the “Cash Flow Statement” is renamed as the “Statement of Cash Flows”. All income and expenses arising from transactions with non-owner (i.e., the non-owner changes in equity) are presented under the “Statement of Comprehensive Income”, while the owner changes in equity are presented in the “Statement of Changes in Equity”.
The Group has not early applied the following new standards and interpretations that have been issued but are not yet effective. The directors of the Company anticipate that the application of these standards, amendments and interpretations will have no material impact on the financial statements of the Group.
| HKFRSs (Amendments) | Improvements to HKFRSs 20091 |
|---|---|
| HKFRSs (Amendments) | Improvements to HKFRS 52 |
| HKAS 27 (Revised) | Consolidated and separate financial statements2 |
| HKAS 39 (Amendment) | Eligible hedged items2 |
| HKFRS 1 (Revised) | First-time adoption of Hong Kong Financial Reporting Standards2 |
| HKFRS 2 (Amendments) | Group cash-settled share-based payment transactions4 |
| HKFRS 3 (Revised) | Business combinations2 |
| HK (IFRIC) – Int 17 | Distribution of non-cash assets to owners2 |
| HK (IFRIC) – Int 18 | Transfer of assets from customers3 |
1 Effective for annual periods beginning on or after 1 January 2010, unless otherwise specified
-
2 Effective for annual periods beginning on or after 1 July 2009
-
3 Effective for transfers on or after 1 July 2009
-
4 Effective for annual periods beginning on or after 1 January 2010
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2. Segment Information
Business segments
For management purposes, the Group is currently organised into two operating divisions – trading of base metals and trading of and investment in listed securities.
Segment information about these businesses is presented below.
Six months ended 30 June 2009
| Revenue Gross sales proceeds from trading of and investment in listed securities Segment result Share of profit of associates Unallocated corporate incomes Unallocated corporate expenses Finance costs Profit before taxation Income tax expense Profit for the period |
Continuing operations Trading of base metals Trading of and investment in listed securities Total HK$’000 HK$’000 HK$’000 – – – – 56,850 56,850 (932) 133,162 132,230 |
Continuing operations Trading of base metals Trading of and investment in listed securities Total HK$’000 HK$’000 HK$’000 – – – – 56,850 56,850 (932) 133,162 132,230 |
Discontinued operation Trading of fabric products and other merchandises HK$’000 – – – |
Consolidated HK$’000 – 56,850 132,230 67,346 34,622 (24,551) (13,412) 196,235 (32,864) 163,371 |
|---|---|---|---|---|
| Trading of base metals HK$’000 – – (932) |
Trading of and investment in listed securities HK$’000 – 56,850 133,162 |
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Six months ended 30 June 2008
| Revenue Gross sales proceeds from trading of and investment in listed securities Segment result Unallocated corporate incomes Unallocated corporate expenses Finance costs Profit before taxation Income tax expense Profit for the period |
Continuingoperations Trading of base metals Trading of and investment in listed securities Total HK$’000 HK$’000 HK$’000 170,215 – 170,215 – 231,444 231,444 4,594 322,443 327,037 |
Continuingoperations Trading of base metals Trading of and investment in listed securities Total HK$’000 HK$’000 HK$’000 170,215 – 170,215 – 231,444 231,444 4,594 322,443 327,037 |
Discontinued operation Trading of fabric products and other merchandises HK$’000 – – 442 |
Consolidated HK$’000 170,215 231,444 327,479 2,444 (70,897) (3) 259,023 (521) 258,502 |
|---|---|---|---|---|
| Trading of base metals HK$’000 170,215 – 4,594 |
Trading of and investment in listed securities HK$’000 – 231,444 322,443 |
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An analysis of the Group’s assets by operating segment is set out below:
At 30 June 2009
| Segment assets Interest in associates Unallocated assets |
Continuing operations Trading of base metals Trading of and investment in listed securities Total HK$’000 HK$’000 HK$’000 328,480 472,973 801,453 |
Discontinued operation Trading of fabric products and other merchandises HK$’000 – |
Consolidated HK$’000 801,453 1,291,805 109,407 |
|---|---|---|---|
| 2,202,665 |
At 31 December 2008
| Segment assets Interest in associates Unallocated assets |
Continuingoperations Trading of base metals Trading of and investment in listed securities Total HK$’000 HK$’000 HK$’000 375,919 198,649 574,568 |
Discontinued operation Trading of fabric products and other merchandises HK$’000 – |
Consolidated HK$’000 574,568 591,817 317,313 |
|---|---|---|---|
| 1,483,698 |
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3. Finance Costs
| Interest on margin financing Interest on short-term loan Interest on other bank borrowings Profit Before Taxation Profit before taxation has been arrived at after charging/ (crediting) the following: Depreciation Exchange gain, net Legal and professional fees Consultancy fee Staff costs, including directors’ emoluments – salaries and allowance – equity-settled share option expenses – staff quarter – retirement benefits scheme contributions, net of nil forfeited contributions Total staff costs |
Six months ended 30 June 2009 2008 HK$’000 HK$’000 (Unaudited) (Unaudited) 8,211 – 5,194 – 7 3 13,412 3 Six months ended 30 June 2009 2008 HK$’000 HK$’000 (Unaudited) (Unaudited) 329 405 (1,138) (4,688) 1,778 3,756 927 621 7,636 7,908 12,373 36,637 119 111 266 30 20,394 44,686 |
|---|---|
4. Profit Before Taxation
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5. Income Tax Expenses
| Hong Kong profits tax provided for the period Overseas tax provided for the period |
Six months ended 30 June 2009 2008 HK$’000 HK$’000 (Unaudited) (Unaudited) 12,769 – 20,095 521 32,864 521 |
Six months ended 30 June 2009 2008 HK$’000 HK$’000 (Unaudited) (Unaudited) 12,769 – 20,095 521 32,864 521 |
|---|---|---|
| 521 |
Hong Kong profits tax has been provided for at the rate of 16.5% on the Group estimated assessable profit for the six months period ended 30 June 2009. No provision for Hong Kong Profits Tax has been made as the Group had no assessable profit for the six months period ended 30 June 2008.
Taxation arising in other jurisdictions are calculated at the rate prevailing in the respective jurisdictions.
The Group’s share of associates’ tax charge for the six months period ended 30 June 2009 of approximately HK$19,841,000 is included in the overseas tax provided for the period above.
The Group has no significant unprovided deferred taxation at the balance sheet date.
6. Dividend
No dividends had been paid or declared by the Company during the period (2008: nil).
7. Earnings Per Share
- (a) The calculation of the basic earnings per share is based on the profit attributable to owners of the Company of approximately HK$163,371,000 for the period ended 30 June 2009 (six months period ended 30 June 2008: HK$258,502,000) and the weighted average of 4,738,626,348 (six months ended 30 June 2008: 4,726,524,901) ordinary shares in issue during the period.
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- (b) The weighted average number of ordinary shares for the purpose of diluted earnings per share reconciles to the weighted average number of ordinary shares used in the calculation of basic earnings per share is as follows:
| Weighted average number of ordinary shares used in the calculation of basic earnings per share Shares deemed to be issued for no consideration in respect of: – warrants – share options |
Six months ended 30 June 2009 2008 4,738,626,348 4,726,524,901 50,130,434 129,714,824 – – 4,788,756,782 4,856,239,725 |
Six months ended 30 June 2009 2008 4,738,626,348 4,726,524,901 50,130,434 129,714,824 – – 4,788,756,782 4,856,239,725 |
|---|---|---|
| 4,856,239,725 |
The calculation of the diluted earnings per share did not assume the exercise of the Company’s outstanding share options as their exercise prices were higher than the average market price of the Company’s shares during the period.
8. Property, Plant and Equipments
During the period, the Group incurred approximately HK$8,000 (six months ended 30 June 2008: HK$191,000) on acquisition of property, plant and equipment.
9. Available-for-sale Investments
| Listed equity securities, in Hong Kong, at fair value Listed equity securities, in overseas, at fair value |
30 June 2009 HK$’000 (Unaudited) 47,460 70,281 117,741 |
31 December 2008 HK$’000 (Audited) 43,145 41,440 |
|---|---|---|
| 84,585 |
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10. Interest in Associates
| Share of net assets of associates Goodwill on acquisition of an associate Less: impairment loss |
30 June 2009 HK$’000 (Unaudited) 1,291,805 – 1,291,805 – 1,291,805 |
31 December 2008 HK$’000 (Audited) 591,817 466,553 |
|---|---|---|
| 1,058,370 (466,553) |
||
| 591,817 |
At 31 December 2008, the Group held 17.95% interest in Mount Gibson Iron Limited (“MGX”) and accounted for the investment as an associate. In January 2009, the Group further subscribed 115,729,630 new shares of MGX at an aggregate consideration of A$69,437,777 (equivalent to approximately HK$366,496,000). The Group’s interest in MGX was increased to 26.03%.
11. Trade and Other Receivables
| Trade receivables Other receivables Purchase deposits Deposit for underwritten right issue of an associate Other deposits and prepayments |
30 June 2009 HK$’000 (Unaudited) – 10,487 124,406 – 4,815 139,708 |
31 December 2008 HK$’000 (Audited) 35,933 110 168,896 260,985 4,808 |
|---|---|---|
| 470,732 |
The Group allows an average credit period of 0 – 90 days to its trade customers.
All the trade receivables that are not considered to be impaired had not been past due.
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12. Trading Securities
| Trading securities, at fair value Listed equity securities, in Hong Kong Listed equity securities, in overseas 13. Cash and Cash Equivalents Pledged bank deposits Cash at bank and in hand Cash held in securities accounts maintained in securities companies Less: Pledged bank deposits Cash and cash equivalents |
30 June 2009 HK$’000 (Unaudited) 177,445 157,463 334,908 30 June 2009 HK$’000 (Unaudited) 89,308 215,225 12,646 317,179 (89,308) 227,871 |
31 December 2008 HK$’000 (Audited) 13,225 100,673 113,898 31 December 2008 HK$’000 (Audited) 90,004 130,943 76 221,023 (90,004) 131,019 |
|---|---|---|
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14. Share Capital
| Authorised: At 1 January 2009 and at 30 June 2009 Issued and fully paid: At 1 January 2009 Issue of shares under placement Issue of shares upon exercise of warrants At 30 June 2009 |
Number of ordinary shares of HK$0.10 each 8,000,000,000 4,728,659,055 900,000,000 160,000 5,628,819,055 |
Amount HK$’000 800,000 |
|---|---|---|
| 472,866 90,000 16 |
||
| 562,882 |
15. Margin Financing
The margin loan facilities were secured by part of the investment in a listed associate, part of the available-for-sale investments and part of the trading securities with carrying amount of approximately HK$1,200,280,000 as at 30 June 2009 (31 December 2008 (audited): HK$661,502,000).
INTERIM DIVIDEND
The Board has resolved not to declare the payment of an interim dividend for the six months ended 30 June 2009 (2008: nil).
MANAGEMENT DISCUSSION AND ANALYSIS
Financial Results
For the six-months ended 30 June 2009, although the Group recorded no turnover in relation to its base metal trading business amid a highly turbulent and uncertain market environment (2008: HK$170,215,000), the Group managed to achieve a net profit attributable to shareholders of HK$163,731,000 (2008: HK$258,502,000).
Earning per share (basic) for the six-months ended 30 June 2009 was 3.45 HK cents (2008: 5.47 HK cents) and the net asset value as at 30 June 2009 was HK$0.39 (2008: HK$1.13).
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Business Review
Trading and investment of listed securities
For the period under review, the economic environments and the financial market remained mostly volatile attributed to the global financial crisis though signs of recovery have emerged since the second quarter of 2009. For the businesses of securities trading and investment, the Group recorded a gross sales proceeds of HK$56,850,000 (2008: HK$231,444,000) and a profit of HK$133,162,000 (2008: HK$322,443,000) mainly due to the realised net gain from sales of trading securities of HK$19,467,000 (2008: HK$35,079,000) and the mark-to-market unrealised change in fair value of trading securities of HK$115,892,000 (2008: HK$258,773,000).
As at 30 June 2009, the Group maintained a long term investment portfolio of available-for-sale investments of HK$117,741,000 (2008: HK$3,250,341,000) and a short term portfolio of trading securities of HK$334,908,000 (2008: HK$1,437,784,000).
Trading in base metals
As a result of the uncertainty in the economic outlook and market demand for base metal, the Group did not actively in sourcing the supply of base metals for trading which resulted in no turnover was recorded for the period under review (2008: HK$170,215,000) and a loss of HK$932,000 (2008: profit of HK$4,594,000) was recorded for the period under review.
PRINCIPAL ASSOCIATED COMPANY
The share of profit of associates (after tax) of the Group for the six-months ended 30 June 2009 was HK$47,505,000 (2008: nil). As at 30 June 2009, the Group’s interest in associates amounted to HK$1,291,805,000 (2008: nil).
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Mount Gibson Iron Limited (“MGX”) – 26.03% owned by the Group
Following the completion of a 1 for 5 renounceable rights issue at A$0.6 each of MGX, the Group’s equity interest in MGX increased to 26.03%. MGX is a pure iron ore exploration and mining company, which owns iron ore deposits and holds mining rights in Western Australia. The Group considers such increase in investment in MGX as a step to preserve the Group’s interest in MGX from being diluted and as a way in which to strengthen and support its existing investment. Further, the Group considers that the long term offtake agreements, entered into between the Group and MGX in November 2008, will give the Group an opportunity to secure long term supply of hematite iron ore products for and to expand its base metal trading activities.
According to MGX’s preliminary final report for the year ended 30 June 2009, MGX recorded a total revenue of A$431,730,000 (2008: A$435,174,000) and a net profit of A$42,618,000 (2008: A$113,344,000) for the year ended 30 June 2009.
MGX pointed out that the impact of some of its customers defaulting on the MGX’s near term cash flows, together with the desire of the MGX to recommence priority development at Koolan Island and Extension Hill in Western Australia required the raising of additional equity finance. The rights issue and placement of MGX, completed in December 2008 and January 2009 respectively, together raised gross proceeds of A$162,523,697, which together with existing cash reserves, will better place MGX to recommence priority development activities and mitigate the impact on the MGX of any near term volatility in the iron ore and financial markets.
Financial Review
Liquidity, Financial Resources and Capital Structure
As at 30 June 2009, the Group’s non-current assets amounted to HK$1,410,870,000 (2008: HK$3,252,318,000) and net current assets amounted to HK$776,225,000 (2008: HK$2,077,287,000) with a current ratio of 50.9 times (2008: 201.5 times) calculated on the basis of the Group’s current assets over current liabilities.
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The flexibility of the financial resources available to the Group was enhanced by both short term credit facilities granted by a stock-broking firm and banking facilities granted to the Group. The short term credit facilities were secured by part of the investment in a listed associate, part of the available-for-sale investments and part of the trading securities while the banking facilities were secured by bank deposits. All the Group’s borrowings are arranged on a short-term basis in Hong Kong. As at 30 June 2009, the Group had no borrowings (2008: nil) and a gearing ratio of 0% (2008: 0%), calculated on the basis of the Group’s net borrowings (after cash and cash equivalents) over shareholders’ fund.
In order to strengthen its capital base, the Group conducted a placing of 900,000,000 shares at HK$0.5 each to raise approximately HK$440.9 million for reduction of borrowings and for general working capital of the Group and/or for investment when opportunities arise which placing was completed in June 2009 (the “ Placing ”).
During the period under review, the issued share capital of the Group was increased to HK$562,882,000 from HK$472,866,000 as a result of the Placing and the issue of 160,000 new shares following the exercise of warrants for consideration of HK$16,000.
Foreign Exchange Exposure
For the period under review, the Group’s assets were mainly denominated in Australian Dollar and Hong Kong Dollar while the liabilities were mainly denominated in Hong Kong Dollar. As a substantial portion of the assets was held as long-term investments, there would be no material immediate effect on the cash flow of the Group. In light of this, the Group did not actively hedge for the risk arising from the Australian Dollar denominated assets.
Pledge of Assets
As at 30 June 2009, part of the Group’s investment in a listed associate, available-for-sale investments and trading securities of HK$1,200,192,000 (2008: HK$4,167,978,000) were pledged to a stock-broking firm to secure short term credit facilities granted to the Group and the Group’s bank deposits of HK$89,308,000 (2008: HK$88,979,000) were pledged to banks to secure 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.
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PROSPECT
With the commencement of supply of long term offtake of hematite iron ore products from MGX to the Group from July 2009 onward and the stabilisation of base metal market, barred for unforeseen circumstance, the Group believes its business in base metal trading will be improved in the second half of year 2009.
Given the recent sign of recovery from the global financial turmoil and economic recession, the Group believes that there will be ample supply of grossly undervalued investment and business opportunities and will continue to identify, evaluate and acquire strategic interests in quality natural resources assets in order to maximise returns for shareholders.
PURCHASE, SALE OR REDEMPTION OF THE COMPANY’S LISTED SECURITIES
During the six months ended 30 June 2009, neither the Company nor any of its subsidiaries purchased, sold or redeemed any of the Company’s listed securities.
COMPLIANCE WITH THE CODE ON CORPORATE GOVERNANCE PRACTICES
For the six months ended 30 June 2009, the Company has complied with the code provisions of The Code on Corporate Governance Practices (“ CG Code ”) as set out in Appendix 14 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”), except for the deviation in respect of the specific term of non-executive Directors’ appointment under the code provision A.4.1 of the CG Code.
AUDIT COMMITTEE REVIEW
The Audit Committee has reviewed with the management the accounting policies and practices adopted by the Group and discussed internal controls and financial reporting matters including a general review of the unaudited interim financial report for the six months ended 30 June 2009. In carrying out this review, the Audit Committee has relied on a review conducted by the Group’s external auditors in accordance with the Hong Kong Standard on Review Engagements 2410 issued by the HKICPA as well as obtaining reports from management. The Audit Committee has not undertaken independent audit checks.
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COMPLIANCE WITH THE MODEL CODE
The Company has adopted the “Model Code for Securities Transactions by Directors of Listed Issuers” as set out in Appendix 10 of the Listing Rules as the code (the “ Code ”) for dealing in securities of the Company by the Directors and supervisors. Having made specific enquiry, the Company confirmed that all Directors and supervisors had complied with the required standard as set out in the Code for the six months ended 30 June 2009.
By Order of the Board APAC RESOURCES LIMITED Cao Zhong Chairman
Hong Kong, 21 September 2009
As at the date of this announcement, the Directors of the Company are:–
Executive Directors: Mr. Cao Zhong (Chairman), Mr. Liu Yongshun (Chief Executive Officer), Mr. Zhou Luyong (Deputy Chief Executive Officer), Ms. Chong Sok Un, Mr. Chen Zhaoqiang and Mr. Yue Jialin
Independent Non-Executive Directors: Mr. Wong Wing Kuen, Albert, Mr. Chang Chu Fai, Johnson Francis, Mr. Alan Stephen Jones and Mr. Robert Moyse Willcocks
- For identification purpose only
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