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Shanghai Able Digital Science&Tech Co., Ltd. Interim / Quarterly Report 2010

Aug 29, 2010

50757_rns_2010-08-29_c3e296e7-fda7-4dc2-ac1d-0981be816dae.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.

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CITIC RESOURCES HOLDINGS LIMITED

(incorporated in Bermuda with limited liability)

(Stock Code: 1205)

ANNOUNCEMENT OF INTERIM RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2010

FINANCIAL RESULTS

The board of directors (the “ Board ”) of CITIC Resources Holdings Limited (the “ Company ”) announces the unaudited consolidated interim results of the Company and its subsidiaries (collectively the “ Group ”) for the six months ended 30 June 2010 (the “ Period ”).

CONDENSED CONSOLIDATED INCOME STATEMENT

Six months ended 30 June Unaudited

Notes
REVENUE
4
Cost of sales
Gross profit
Other income and gains
5
Selling and distribution costs
General and administrative expenses
Other expenses, net
Finance costs
6
Share of profit of an associate
PROFIT/(LOSS) BEFORE TAX
7
Income tax expense
8
PROFIT/(LOSS) FOR THE PERIOD
ATTRIBUTABLE TO:
Shareholders of the Company
Non-controlling interests
EARNINGS/(LOSS) PER SHARE ATTRIBUTABLE TO
ORDINARY SHAREHOLDERS OF THE COMPANY 9
Basic
Diluted
DIVIDEND PER SHARE
10
2010
HK$’000
14,207,162
(12,791,577)
1,415,585
57,716
(443,197)
(320,138)
20,847
(422,605)
60,355
368,563
(160,771)
207,792
167,528
40,264
207,792
HK 2.77 cents
HK 2.77 cents
Nil
2009
HK$’000
8,798,721
(8,035,786)
762,935
51,421
(218,869)
(252,927)
(214,562)
(423,887)
42,798
(253,091)
(26,791)
(279,882)
(307,307)
27,425
(279,882)
HK(5.08)cents
HK(5.08)cents
Nil

— 1 —

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME Six months ended 30 June Unaudited

PROFIT/(LOSS) FOR THE PERIOD
OTHER COMPREHENSIVE INCOME
Available-for-sale investments:
Changes in fair value
Income tax effect
Cash flow hedges:
Effective portion of changes in fair value of
hedging instruments arising during the period
Income tax effect
Exchange differences on translation of foreign operations
OTHER COMPREHENSIVE LOSS
FOR THE PERIOD, NET OF TAX
TOTAL COMPREHENSIVE INCOME/(LOSS)
FOR THE PERIOD
ATTRIBUTABLE TO:
Shareholders of the Company
Non-controlling interests
2010
HK$’000
207,792
(2,642)

(2,642)
(36,799)

(36,799)
(150,080)
(189,521)
18,271
(14,238)
32,509
18,271
2009
HK$’000
(279,882)
16,350
(4,905)
11,445
140,578
(42,174)
98,404
(187,471)
(77,622)
(357,504)
(292,306)
(65,198)
(357,504)

— 2 —

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Notes
NON-CURRENT ASSETS
Property, plant and equipment
Prepaid land lease premiums
Goodwill
Other intangible assets
Other assets
Investment in an associate
Available-for-sale investments
Prepayments, deposits and other receivables
Deferred tax assets
Total non-current assets
CURRENT ASSETS
Inventories
Accounts receivable
11
Prepayments, deposits and other receivables
Equity investments at fair value through profit or loss
Derivative financial instruments
Tax recoverable
Cash and bank balances
Total current assets
CURRENT LIABILITIES
Accounts payable
12
Tax payable
Accrued liabilities and other payables
Derivative financial instruments
Bank and other borrowings
Finance lease payables
Provisions
Total current liabilities
NET CURRENT ASSETS
TOTAL ASSETS LESS CURRENT LIABILITIES
30 June 2010 31 December 2009
Unaudited
Audited
HK$’000
HK$’000
16,831,794
16,847,211
124,609
83,332
341,512
341,512
312,138
311,993
429,237
487,378
2,066,668
2,138,286
62,770
69,758
335,548
285,013
208,618
187,929
20,712,894
20,752,412
1,339,064
1,458,153
2,425,869
2,121,418
713,547
631,177
2,486
2,472
5,586
4,043
17,548
81,589
4,923,052
4,480,336
9,427,152
8,779,188
597,057
811,943
311,116
105,546
839,110
792,212
46,884
43,248
2,678,556
2,251,687
8,657
8,968
38,618
43,527
4,519,998
4,057,131
4,907,154
4,722,057
25,620,048
25,474,469
30 June 2010 31 December 2009
Unaudited
Audited
HK$’000
HK$’000
16,831,794
16,847,211
124,609
83,332
341,512
341,512
312,138
311,993
429,237
487,378
2,066,668
2,138,286
62,770
69,758
335,548
285,013
208,618
187,929
20,712,894
20,752,412
1,339,064
1,458,153
2,425,869
2,121,418
713,547
631,177
2,486
2,472
5,586
4,043
17,548
81,589
4,923,052
4,480,336
9,427,152
8,779,188
597,057
811,943
311,116
105,546
839,110
792,212
46,884
43,248
2,678,556
2,251,687
8,657
8,968
38,618
43,527
4,519,998
4,057,131
4,907,154
4,722,057
25,620,048
25,474,469
20,752,412
1,458,153
2,121,418
631,177
2,472
4,043
81,589
4,480,336
8,779,188
811,943
105,546
792,212
43,248
2,251,687
8,968
43,527
4,057,131
4,722,057
25,474,469

— 3 —

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

TOTAL ASSETS LESS CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Bank and other borrowings
Finance lease payables
Bond obligations
Deferred tax liabilities
Derivative financial instruments
Provisions
Other payables
Total non-current liabilities
NET ASSETS
EQUITY
Equity attributable to shareholders of the Company
Issued capital
Reserves
Non-controlling interests
TOTAL EQUITY
30 June 2010 31 December 2009
Unaudited
Audited
HK$’000
HK$’000
25,620,048
25,474,469
5,104,591
4,717,083
50,489
57,672
7,626,355
7,614,842
2,689,421
2,839,505
101,765
107,092
343,997
363,309
60,511
4,937
15,977,129
15,704,440
9,642,919
9,770,029
302,528
302,528
8,129,660
8,132,180
8,432,188
8,434,708
1,210,731
1,335,321
9,642,919
9,770,029
30 June 2010 31 December 2009
Unaudited
Audited
HK$’000
HK$’000
25,620,048
25,474,469
5,104,591
4,717,083
50,489
57,672
7,626,355
7,614,842
2,689,421
2,839,505
101,765
107,092
343,997
363,309
60,511
4,937
15,977,129
15,704,440
9,642,919
9,770,029
302,528
302,528
8,129,660
8,132,180
8,432,188
8,434,708
1,210,731
1,335,321
9,642,919
9,770,029
4,717,083
57,672
7,614,842
2,839,505
107,092
363,309
4,937
15,704,440
9,770,029
302,528
8,132,180
8,434,708
1,335,321
9,770,029

— 4 —

NOTES

1. BASIS OF PREPARATION

These unaudited interim condensed consolidated financial statements (“ Financial Statements ”) have been prepared in accordance with Hong Kong Accounting Standard (“ HKAS ”) 34 “Interim Financial Reporting” issued by the Hong Kong Institute of Certified Public Accountants (the “ HKICPA ”) and the applicable disclosure requirements of Appendix 16 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”).

These Financial Statements do not include all the information and disclosures required in annual financial statements, and should be read in conjunction with the Group’s financial statements for the year ended 31 December 2009.

Except as described below, the accounting policies and methods of computation used in the preparation of these Financial Statements are consistent with the Group’s financial statements for the year ended 31 December 2009.

2. IMPACT OF NEW AND REVISED HONG KONG FINANCIAL REPORTING STANDARDS

The Group has adopted the following new and revised Hong Kong Financial Reporting Standards (“ HKFRSs ”) (which include all HKFRSs, HKASs and Interpretations) issued by the HKICPA for the first time for these Financial Statements. Except for certain cases giving rise to new and revised accounting policies, presentation and additional disclosures, the adoption of these new and revised HKFRSs has had no material effect on these Financial Statements. Accordingly, no prior period adjustment has been recognised.

HKFRS 1 (Revised) First-time Adoption of Hong Kong Financial Reporting Standards
HKFRS 1 Amendments Amendments to HKFRS 1 First-time Adoption of
Hong Kong Financial Reporting Standards –
Additional Exemptions for First-time Adopters
HKFRS 2 Amendments Amendments to HKFRS 2 Share-based Payment –
Group Cash-settled Share-based Payment Transactions
HKFRS 3 (Revised) Business Combinations
HKAS 27 (Revised) Consolidated and Separate Financial Statements
HKAS 39 Amendment Amendment to HKAS 39 Financial Instruments:
Recognition and Measurement – Eligible Hedged Items
HK(IFRIC) – Int 17 Distribution of Non-cash Assets to Owners
Amendments to HKFRS 5 Amendments to HKFRS 5 Non-current Assets Held for Sale and
included in Improvements to Discontinued Operations –
HKFRSs issued in October 2008 Plan to sell the controlling interest in a subsidiary
HK Interpretation 4 Leases – Determination of the Length of Lease Term in respect of
(Revised in December 2009) Hong Kong Land Leases
Improvements to HKFRSs (2009) Amendments to a number of HKFRSs

Apart from the above, the HKICPA has issued Improvements to HKFRSs 2009 which set out amendments to a number of HKFRSs primarily with a view to removing inconsistencies and clarifying wording. The amendments to HKFRS 2, HKAS 38, HK(IFRIC) – Int 16 are effective for annual periods beginning on or after 1 July 2009 while amendments to HKFRS 5, HKFRS 8, HKAS 1, HKAS 7, HKAS 17, HKAS 36 and HKAS 39 are effective for annual periods beginning on or after 1 January 2010 although there are separate transitional provisions for each standard or interpretation.

— 5 —

3. IMPACT OF ISSUED BUT NOT YET EFFECTIVE HONG KONG FINANCIAL REPORTING STANDARDS

The Group has not applied the following new and revised HKFRSs, that have been issued but are not yet effective, in these Financial Statements.

HKFRSs Amendments Improvements to HKFRSs May 20102
HKFRS 1 Amendment Amendment to HKFRS 1 First-time Adoption of
Hong Kong Financial Reporting Standards –
Limited Exemption from Comparative
HKFRS 7 Disclosures for the First-time Adopters3
HKFRS 9 Financial Instruments5
HKAS 24 (Revised) Related Party Disclosures4
HKAS 32 Amendment Amendment to HKAS 32 Financial Instruments:
Presentation – Classification of Rights Issues1
HK(IFRIC) – Int 14 Amendments to HK(IFRIC) Int 14 –
Prepayment of a Minimum Funding Requirement4
HK(IFRIC) – Int 19 Extinguishing Financial Liabilities with Equity Instruments3

Apart from the above, the HKICPA has issued Improvements to HKFRSs 2010 which set out amendments and transition requirements for amendments to a number of HKFRSs. For Improvements to HKFRSs 2010, the amendments to HKFRS 3 and transition requirements for amendments arising as a result of HKAS 27 are effective for annual periods beginning on or after 1 July 2010 while the amendments to HKFRS 1, HKFRS 7, HKAS 1, HKAS 34 and HK(IFRIC) – Int 13 are effective for annual periods beginning on or after 1 January 2011 although there are separate transitional provisions for each standard or interpretation.

  • 1 Effective for annual periods beginning on or after 1 February 2010

  • 2 Effective for annual periods beginning on or after 1 July 2010 and 1 January 2011, as appropriate

  • 3 Effective for annual periods beginning on or after 1 July 2010

  • 4 Effective for annual periods beginning on or after 1 January 2011

  • 5 Effective for annual periods beginning on or after 1 January 2013

The Group is in the process of making an assessment of the impact of these new and revised HKFRSs upon initial application. So far, it has concluded that while the adoption of HKAS 24 (Revised) may result in changes in accounting policies, these new and revised HKFRSs are unlikely to have a significant impact on the Group’s results of operations and financial position.

4. OPERATING SEGMENT INFORMATION

For management purposes, the Group is organised into business units based on their products and services and has five reportable operating segments as follows:

  • (a) the aluminium smelting segment comprises the operation of the Portland Aluminium Smelter which sources alumina and produces aluminium ingots in Australia;

  • (b) the coal segment comprises the operation of coal mines and the sale of coal in Australia;

  • (c) the import and export of commodities segment represents the export of various commodity products such as aluminium ingots, iron ore, alumina, coal and steel; and the import of other commodities and manufactured goods such as vehicle and industrial batteries, tyres, alloy wheels and various metals such as steel and aluminium extrusion products in Australia;

  • (d) the manganese segment comprises the operation of manganese mining and the sale of refined manganese products in the People’s Republic of China (the “ PRC ”), and the exploration of manganese mining in Gabon, West Africa; and

  • (e) the crude oil segment comprises the operation of oilfields and the sale of crude oil and related products in Indonesia, the PRC and Kazakhstan.

Management monitors the results of the Group’s operating segments separately for the purpose of making decisions about resources allocation and performance assessment. Segment performance is evaluated based on reportable segment profit/(loss), which is a measure of adjusted profit/(loss) before tax. The adjusted profit/ (loss) before tax is measured consistently with the Group’s profit/(loss) before tax except that interest income, finance costs, dividend income, fair value gains/(losses) from the Group’s financial instruments as well as head office and corporate expenses are excluded from such measurement.

— 6 —

4. OPERATING SEGMENT INFORMATION (continued)

The following tables present revenue and profit/(loss) for the Group’s segments for the six months ended 30 June 2010 and 2009.

Six months ended 30 June 2010
Aluminium
Unaudited
smelting
HK$’000
Segment revenue:
Sales to external customers
605,130
Other income
2,878
608,008
Segment results
91,449
Reconciliation:
Interest income and unallocated gains
Unallocated expenses
Profit from operating activities
Unallocated finance costs
Share of profit of an associate
Profit before tax
Six months ended 30 June 2009
Aluminium
Unaudited
smelting
HK$’000
Segment revenue:
Sales to external customers
546,467
Other income
(474)
545,993
Segment results
(66,300)
Reconciliation:
Interest income and unallocated gains
Unallocated expenses
Profit from operating activities
Unallocated finance costs
Share of profit of an associate
Loss before tax
Import and
export of
Coal commodities
220,152
10,371,591

17,633
220,152
10,389,224
73,127
210,500
Import and
export of
Coal commodities
188,879
6,000,903

1,338
188,879
6,002,241
47,654
81,790
Manganese
1,287,350
5,935
1,293,285
122,854
Manganese
922,868
7,184
930,052
114,901
Crude oil
1,722,939
14,930
1,737,869
289,361
Crude oil
1,139,604
8,113
1,147,717
(36,743)
Total
14,207,162
41,376
14,248,538
787,291
16,340
(72,818)
730,813
(422,605)
60,355
368,563
Total
8,798,721
16,161
8,814,882
141,302
35,260
(48,564)
127,998
(423,887)
42,798
(253,091)

— 7 —

5. OTHER INCOME AND GAINS

An analysis of the Group’s other income and gains is as follows:

Interest income
Handling service fees
Gain on disposal of items of property, plant and equipment
Sale of scrap
Subsidy income
Others
FINANCE COSTS
An analysis of finance costs is as follows:
Interest expense on bank and other borrowings repayable:
Within one year
In the second to fifth years, inclusive
Beyond five years
Interest expense on fixed rate senior notes, net
Interest expense on finance leases
Total interest expense on financial liabilities
not at fair value through profit or loss
Amortisation of fixed rate senior notes
Other finance charges:
Increase in discounted amounts of
provision arising from the passage of time
Others *
2010
HK$’000
15,693
17,405
1,631
2,878
4,361
15,748
57,716
2010
HK$’000
64,286
50,242
6,182
264,509
824
386,043
11,513
397,556
21,732
3,317
422,605
2009
HK$’000
34,386
1,157
3,124
(477)
3,576
9,655
51,421
2009
HK$’000
88,813
51,948
6,519
264,428

411,708
11,513
423,221
2,525
(1,859)
423,887

6. FINANCE COSTS

  • Including amortisation of up-front fees of HK$1,365,000 (2009: HK$1,365,000).

— 8 —

7. PROFIT/(LOSS) BEFORE TAX

The Group’s profit/(loss) before tax is arrived at after charging/(crediting):

2010 2009
HK$’000 HK$’000
Depreciation 483,901 525,775
Amortisation of the Electricity Supply Agreement 35,428 31,910
Amortisation of other assets 5,356 3,130
Amortisation of prepaid land lease premiums 839 839
Equity-settled share option expenses 2,778
Loss on disposal/write-off of items of
property, plant and equipment * 5,527 5,527
Exchange losses/(gains), net * (33,644) 166,230
  • These amounts are included in “Other expenses, net” in the condensed consolidated income statement.

8. INCOME TAX

Current:
Hong Kong
Elsewhere
Deferred
Total tax expense for the Period
2010
HK$’000

268,226
268,226
(107,455)
160,771
2009
HK$’000

94,139
94,139
(67,348)
26,791

The statutory tax rate of Hong Kong profits tax is 16.5% (2009: 16.5%) on the estimated assessable profits arising in Hong Kong during the Period. No provision for Hong Kong profits tax has been made as the Group had no assessable profits arising in Hong Kong for the Period (2009: Nil).

Taxes on profits assessable elsewhere have been calculated at the rates of tax prevailing in the jurisdictions in which the Group operates.

Australia

Australian income tax has been applied at the statutory rate of 30% (2009: 30%) on the estimated assessable profits arising in Australia during the Period.

Indonesia

The corporate tax rates applicable to the subsidiary which is operating in Indonesia is 30% (2009: 30%).

The Group’s subsidiary owning a participating interest in oil and gas properties in Indonesia is subject to branch tax at the effective rate of 14% (2009: 14%).

PRC

The PRC corporate income tax rate is 25%. Certain PRC subsidiaries of the Group are subject to a full corporate income tax exemption for two years and a 50% reduction in the succeeding three years, commencing from the first profitable year.

Kazakhstan

The corporate tax rates applicable to the Group’s jointly-controlled entities established and operating in Kazakhstan are 20% in 2010 to 2012, 17.5% in 2013 and 15% in 2014 and onwards. The calculation methodology on excess profit tax is based on annual profitability.

— 9 —

9. EARNINGS/(LOSS) PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS OF THE COMPANY

The calculation of basic earnings per share amounts is based on the profit for the Period attributable to ordinary shareholders of the Company and the weighted average number of ordinary shares in issue during the Period.

The calculation of diluted earnings per share amounts is based on the profit for the Period attributable to ordinary shareholders of the Company. The weighted average number of ordinary shares used in the calculation is the number of ordinary shares in issue during the Period, as used in the basic earnings per share calculation, and the weighted average number of ordinary shares assumed to have been issued at no consideration on the deemed exercise or conversion of all dilutive potential ordinary shares into ordinary shares.

The calculations of basic and diluted earnings/(loss) per share amounts are based on:

Earnings/(Loss)
Profit/(loss) attributable to ordinary shareholders of the Company
used in the basic earnings/(loss) per share calculation
Shares
Weighted average number of ordinary shares in issue
during the Period used in the basic earnings
per share calculation
Effect of dilution – weighted average number of
ordinary shares: share options
2010
2009
HK$’000
HK$’000
167,528
(307,307)
Number of shares
2010
2009
6,050,567,038
6,047,169,248
7,113,262
3,151,820
6,057,680,300
6,050,321,068

The computation of diluted earnings/(loss) per share amounts for the six months ended 30 June 2010 and 2009 does not assume the conversion of certain share options since the exercise of these options would result in an increase/a decrease in earnings/(loss) per share.

10. DIVIDEND

The Board has resolved not to pay an interim dividend for the Period (2009: Nil).

— 10 —

11. ACCOUNTS RECEIVABLE

An aged analysis of the accounts receivable as at the end of the reporting period, based on the invoice date, is as follows:

Within one month
One to two months
Two to three months
Over three months
30 June 2010
Unaudited
HK$’000
2,130,465
138,836
35,934
120,634
2,425,869
31 December 2009
Audited
HK$’000
898,937
677,953
271,065
273,463
2,121,418

Included in the total accounts receivable is an amount due from the Group’s fellow subsidiary of HK$319,888,000 (31 December 2009: HK$417,644,000), which is repayable on similar credit terms to those offered to other customers of the Group.

The Group normally offers credit terms of 30 to 120 days to its established customers.

12. ACCOUNTS PAYABLE

An aged analysis of the accounts payable as at the end of reporting period, based on the invoice date, is as follows:

Within one month
One to two months
Two to three months
Over three months
30 June 2010
Unaudited
HK$’000
491,669
51,067
20,578
33,743
597,057
31 December 2009
Audited
HK$’000
739,818
25,336
18,194
28,595
811,943

The accounts payable are non-interest-bearing and are normally settled on 30 to 90 days term.

13. EVENTS AFTER THE REPORTING PERIOD

  • (a) On 23 July 2010, CITIC Dameng Holdings Limited (“ CDH ”) submitted a further advance booking form for an application for the listing of, and permission to deal in, its shares on the Main Board of The Stock Exchange of Hong Kong Limited (the “ Proposed Spin-off ”). The Proposed Spin-off, if it proceeds, is expected to constitute a major transaction of the Company under the Listing Rules and require the approval of shareholders of the Company. Details of the Proposed Spin-off are set out in the announcement of the Company dated 23 July 2010.

  • (b) On 22 December 2009, the Company announced the agreement to dispose of its 7% interest in the Coppabella and Moorvale coal mines joint venture (the “ CMJV ”) to Macarthur Coal Limited (“ Macarthur Coal ”) and to terminate the Coppabella and Moorvale Marketing Agreement (together, the “ Coppabella Transaction ”). Completion of the Coppabella Transaction was subject to a number of conditions precedent, including the waiver of the pre-emptive rights of the CMJV participants (other than Macarthur Coal) to acquire the Group’s 7% interest in the CMJV (the “ Waiver ”). As the Waiver has not been forthcoming, the Group and Macarthur Coal agreed to terminate the Coppabella Transaction on 26 July 2010. Details of the termination of the Coppabella Transaction are set out in the announcement of the Company dated 26 July 2010.

— 11 —

13. EVENTS AFTER THE REPORTING PERIOD (continued)

  • (c) On 2 August 2010, Highkeen Resources Limited, an indirect wholly-owned subsidiary of the Company, and Apexhill Investments Limited, an indirect wholly-owned subsidiary of CITIC Group, agreed to further capitalise certain of their shareholder loans advanced to CDH, in the aggregate principal amount of HK$84,600,000, by receiving in satisfaction of the repayment of such loans 258,320 new shares and 64,580 new shares respectively issued by CDH at an issue price of HK$262 per share.

Pursuant to the Listing Rules, the capitalisation of these shareholder loans constitutes connected transactions of the Company. Details of the capitalisation of the additional shareholder loans are set out in the announcement of the Company dated 2 August 2010.

  • (d) On 12 August 2010, Guinan Dameng International Resources Limited (“ Guangxi Dameng BVI ”) entered into a subscription agreement with CDH, pursuant to which, Guangxi Dameng BVI will subscribe for, and CDH will allot and issue 1,460,535 new shares, at the aggregate subscription price of the Hong Kong dollar equivalent of RMB463,280,000 (HK$532,772,000) plus HK$16,995,000 (the “ CDH Subscription ”).

Also on 12 August 2010, CITIC Dameng Investments Limited (“ CDI ”) entered into an acquisition agreement pursuant to which CDI has agreed to acquire the 34.5% interest in the equity of 中信大錳礦業有限責任公司 (CITIC Dameng Mining Industries Limited) (“ CITIC Dameng JV ”) owned by 廣西大錳錳業有限公司 (Guangxi Dameng Manganese Industry Co., Ltd.) at a consideration of RMB463,280,000 (HK$532,772,000) (the “ JVCo Interest Acquisition ”). Assuming completion of the JVCo Interest Acquisition, CDI will hold 100% of the equity of the CITIC Dameng JV and CITIC Dameng JV will become an indirect wholly-owned subsidiary of CDH and a PRC wholly foreign owned enterprise.

Pursuant to the Listing Rules, each of the CDH Subscription and the JVCo Interest Acquisition constitutes a discloseable and connected transaction of the Company and is subject to the reporting, announcement and independent shareholders’ approval requirements of the Listing Rules. Details of the CDH Subscription and the JVCo Interest Acquisition are set out in the announcement of the Company dated 12 August 2010 and the circular of the Company dated 26 August 2010.

  • (e) On 24 August 2010, the Group agreed to participate in the Institutional Placement (as defined below).

Macarthur Coal is seeking to raise A$438,700,000 (HK$3,040,191,000) via a fully underwritten placement of 38.15 million new ordinary shares of Macarthur Coal (“ Macarthur Coal Shares ”), being equal to 15% of the Macarthur Coal Shares in issue, at A$11.5 per new Macarthur Coal Share (the “ Institutional Placement ”). The proceeds of the Institutional Placement will be used to fund:

  • (i) as to A$334,350,000 (HK$2,317,046,000), the acquisition of 90% interest in MDL162, a mining tenement located in the Bowen Basin, Australia;

  • (ii) as to A$25,650,000 (HK$177,755,000), further exploration of MDL162 and a bankable feasibility study; and

  • (iii) as to the balance, working capital for Macarthur Coal’s exploration and evaluation programme.

The number of new Macarthur Coal Shares to be allotted to the Group will be fixed on 30 August 2010. Settlement of the Institutional Placement is scheduled to take place on 30 August 2010 with anticipated quotation and trading of the new Macarthur Coal Shares on the Australian Securities Exchange on 31 August 2010.

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BUSINESS REVIEW

As improvements in the global financial markets and major economies continue aided by stimulation policies implemented by governments in the PRC, Europe and the United States, the Company has seen a concurrent improvement and stabilisation in energy and commodities prices which has benefited the Group. During the Period, energy and commodities prices have traded in a narrower price range and have been significantly less volatile than during the same period in 2009. This has alleviated to some extent the negative effects and ensuing uncertainty in energy and commodities prices brought about by the global financial crisis in 2008 that continued into 2009.

More favourable market and operating conditions and the Group’s efforts to reduce costs have enabled the Group to achieve a turnaround in performance and record a profit attributable to shareholders for the Period. Importantly, each business segment of the Group was able to generate profitable segment results.

Crude oil

Oil exploration and production continues to be the largest business segment and contributor of the Group. Oil prices have recovered gradually from their lows in 2009. The average Brent crude oil price per barrel in 1H 2009, 2H 2009 and 1H 2010 was US$52, US$72 and US$78 respectively.

The Group has been able to achieve a 55% increase in the average selling prices of oil produced from the Karazhanbas oilfield in the Period when compared to selling prices for the corresponding period in 2009. The continued deployment of cyclic steam stimulation and steam flooding in the Karazhanbas oilfield is enabling the Group to produce oil at more efficient and sustainable rates that has assisted in promoting an improved production outlook for the Karazhanbas oilfield.

The performance from the Group’s interest in the Seram Island Non-Bula Block still lagged the Group’s projections. The Group continues to carry out necessary repairs to existing wells where production has fallen as a result of their natural decline.

The Group has moved on to the final stage of preparation for oil production from the Yuedong oilfield in the Hainan-Yuedong Block. Approval of the environmental impact assessment was obtained in 2Q 2010 and governmental approval of the overall development plan was recently granted in August 2010. Pilot production will now commence as soon as possible.

The principal and long-term objective of the Group is to strive for a continual increase in production capacity from the Group’s oil interests. The Group is committed to improving oil production and adopting cost cutting measures in order to maximise investment returns from its oil business.

Manganese

With demand for steel products growing prompting a recovery in steel markets, the Group’s manganese business was able to achieve a comparatively improved performance during the Period.

The Group continues to work on the potential spin-off of its manganese business through a separate listing of CDH on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”). Recently, CDH submitted its renewed listing application to the Stock Exchange and the Proposed Spin-off remains subject to, among other things, the approval of the Listing Committee of the Stock Exchange and shareholders of the Company.

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Import and export of commodities

Notable contributions in the Group’s import and export of commodities business has been generated from the export of iron ore, aluminium ingots, alumina and coal. Demand from the PRC grew significantly and commodities prices rebounded from the low prices seen in 2009. Average selling prices of the Group’s exported products jumped more than 30% on a year-on-year basis. As a result, the export business was able to generate larger profit margins which helped to improve its overall profitability. It is expected that the steady economic growth of the PRC will help the import and export of commodities business of the Group sustain its operating momentum.

Coal

Demand for low volatile pulverised coal injection coal (“ LV PCI coal ”) was strong compared to the same period in the preceding year. Macarthur Coal, in which the Group holds a 17.01% interest, recorded strong underlying sales for its financial year ended 30 June 2010. As steel production in the PRC is expected to continue to rise in 2010, the outlook for demand for LV PCI coal going forward remains positive.

With the Group and Macarthur Coal agreeing to cancel the transfer of the Group’s 7% interest in the CMJV to Macarthur Coal, the Group continues to hold a direct interest in the CMJV and the right to market all coal produced by the CMJV to, among others, Chinese customers in the PRC. Also, there was no change in the Group’s interest in Macarthur Coal of 17.01% during the Period as a result.

Aluminium smelting

After experiencing its first ever loss in 1H 2009, the very difficult operating conditions which the Group’s aluminium smelting operations had faced seem to have passed and selling prices of aluminium have recovered to a level that has enabled the Group to record a net profit again during the Period. Cost cutting measures have proved to be effective in reducing costs and contributing to greater profit margins.

BUSINESS OUTLOOK

Governments of leading nations continue to implement policies to promote economic and financial improvements and to stimulate and enhance confidence in consumers, investors and other market participants. Energy and commodities prices have returned to reasonable levels with demand having improved and stabilised. Set against this background, the Group is committed to achieving its long-term objective by improving overall oil production and will seek commencing oil production at the Yuedong oilfield during 3Q 2010.

In addition to fostering organic growth, the Group will continue to review potential investment opportunities capable of enhancing the Group’s asset portfolio to achieve and maximise long-term economic benefits for the Group and shareholders.

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LIQUIDITY, FINANCIAL RESOURCES AND CAPITAL STRUCTURE

Cash

As at 30 June 2010, the Group had a cash balance of HK$4,923.1 million.

Borrowings

As at 30 June 2010, the Group had outstanding borrowings of HK$15,468.6 million, which comprised:

  • secured bank loans of HK$803.2 million;

  • unsecured bank loans of HK$6,374.4 million;

  • unsecured other loans of HK$605.5 million;

  • finance lease payables of HK$59.1 million; and

  • bond obligations of HK$7,626.4 million.

The secured bank loans were secured by the Group’s 22.5% participating interest in the Portland Aluminium Smelter joint venture; property, plant and equipment, and prepaid land lease premiums of CITIC Dameng JV; and guaranteed by a subsidiary of the Group. The bank trade finance facilities available to CITIC Australia Trading Limited (“ CATL ”) are guaranteed by CITIC Resources Australia Pty Limited.

Most transactions of CATL are debt funded which means CATL is highly geared. However, in contrast to term loans, CATL’s borrowings are self liquidating, transaction specific and of short durations, matching the term of the underlying trade. When sale proceeds are received at the completion of a transaction, the related borrowings are repaid accordingly.

In January 2008, the Company, as borrower, entered into a facility agreement with a syndicate of financial institutions as lenders in respect of an unsecured 5-year term loan facility of US$280 million (HK$2,184 million) (the “ Loan ”). The proceeds of the Loan were utilised for general corporate funding requirements of the Company.

In 2009, the CMJV leased certain plant and equipment for its coal mining operation. The leases are classified as finance leases.

The bond obligations represent the issue of US$1,000,000,000 6.75% senior notes due 2014 (the “ Notes ”) by CITIC Resources Finance (2007) Limited (“ CR Finance ”), a direct wholly-owned subsidiary of the Company. The Notes were issued in May 2007. The obligations of CR Finance under the Notes are irrevocably and unconditionally guaranteed by the Company. The net proceeds of the Notes were used by the Group to facilitate the acquisition of the Kazakhstan Interests and for general working capital requirements.

As at 30 June 2010, the gearing ratio and net gearing ratio of the Group were 183% and 125% (31 December 2009: 174% and 121%) respectively. Of the total outstanding borrowings, HK$2,687.2 million was repayable within one year, the majority of which being of a periodic renewal nature.

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Share capital

There was no movement in the share capital of the Group during the Period.

Financial risk management

The Group’s diversified business is exposed to a variety of risks, such as market risks (including interest rate risk, foreign currency risk and commodity price risk), credit risk and liquidity risk. The management of such risks is dictated by a set of internal policies and procedures designed to minimise potential adverse effects to the Group. The policies and procedures have proved effective.

The Group enters into derivative transactions, including principally interest rate swaps, forward currency and commodity contracts. The purpose is to manage the interest rate, currency and commodity price risks arising from the Group’s operations and its sources of finance.

Opinion

The Board is of the opinion that after taking into account the existing available borrowing facilities and internal resources, the Group has sufficient resources to meet its foreseeable working capital requirements.

EMPLOYEES AND REMUNERATION POLICIES

As at 30 June 2010, the Group had around 10,800 full time employees, including management and administrative staff. Most of the Group’s employees are employed in the PRC, Kazakhstan and Indonesia while the others are employed in Australia, Gabon and Hong Kong.

The Group’s remuneration policy seeks to provide fair market remuneration in a form and value to attract, retain and motivate high quality staff. Remuneration packages are set at levels to ensure comparability and competitiveness with other companies in the industry and market competing for a similar talent pool. Emoluments are also based on an individual’s knowledge, skill, time commitment, responsibilities and performance and by reference to the Group’s profits and performance. Rent-free quarters are provided to some employees in Kazakhstan, Indonesia and Gabon.

CODE ON CORPORATE GOVERNANCE PRACTICES

The Company has applied the principles and complied with the applicable code provisions, and also complied with certain recommended best practices, of the Code on Corporate Governance Practices (the “ CG Code ”) as set out in Appendix 14 to the Listing Rules, except for the deviation to paragraphs A.4.1 and E.1.2 of the CG Code as set out below.

Paragraph A.4.1 of the CG Code provides that non-executive directors should be appointed for a specific term, subject to re-election. The non-executive directors of the Company are not appointed for specific terms. However, under the Company’s bye-laws, one-third of the directors (including those appointed for a specific term) for the time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation provided that every director shall be subject to retirement at least once every three years. As such, the Company considers that sufficient measures have been taken to ensure that the Company’s corporate governance practices are no less exacting than those set out in paragraph A.4.1 of the CG Code.

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Paragraph E.1.2 of the CG Code provides that the chairman of the Board should attend the annual general meeting. Mr. Kong Dan, the chairman of the Board, was unable to attend the annual general meeting of the Company held on 25 June 2010 due to other important business engagements. In accordance with bye-law 63 of the bye-laws of the Company, the directors present elected Mr. Sun Xinguo, the president and chief executive officer of the Company, to chair the meeting.

MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORS

The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers (the “ Model Code ”) as set out in Appendix 10 to the Listing Rules (or on terms no less exacting than the Model Code) (the “ Securities Dealings Code ”) as its code of conduct for dealings in securities of the Company by the directors.

All directors confirmed, following specific enquiry by the Company, that they have complied with the required standards set out in the Securities Dealings Code throughout the Period.

PURCHASE, REDEMPTION OR SALE OF LISTED SECURITIES OF THE COMPANY

Neither the Company nor any of its subsidiaries purchased, redeemed or sold any of the Company’s listed securities during the Period.

REVIEW OF ACCOUNTS

The audit committee has reviewed these unaudited interim results with the senior management of the Company.

By Order of the Board CITIC Resources Holdings Limited Sun Xinguo Chief Executive Officer

Hong Kong, 27 August 2010

As at the date hereof, the executive directors of the Company are Mr. Sun Xinguo; Ms. Li So Mui; Mr. Qiu Yiyong; Mr. Tian Yuchuan and Mr. Zeng Chen, the non-executive directors are Mr. Kong Dan; Mr. Mi Zengxin; Mr. Wong Kim Yin; Mr. Zhang Jijing and Ms. Yap Chwee Mein (alternate to Mr. Wong Kim Yin), and the independent non-executive directors are Mr. Fan Ren Da, Anthony; Mr. Ngai Man and Mr. Tsang Link Carl, Brian.

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