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Shanghai Able Digital Science&Tech Co., Ltd. Interim / Quarterly Report 2013

Aug 25, 2013

50757_rns_2013-08-25_0d6c65f3-18ae-4694-ba37-46aaa5ae8ec8.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 2013

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 2013 (the “ Period ”).

FINANCIAL HIGHLIGHTS

Six months ended 30 June 2013 2012 Change
Unaudited HK$ million HK$ million
Restated
Revenue 21,327.7 21,835.8 (2.3%)
Underlying EBIT* 572.4 755.2 (24.2%)
Profit attributable to shareholders 104.3 228.1 (54.3%)
  • profit before tax + finance costs + one-off expense of HK$91.5 million arising from the Offer (as defined below)

  • The global economy, in particular that of China, experienced a slowdown in growth in the Period resulting in a drop in demand for, and thus a softening in selling prices of, commodities.

  • The Group’s performance was inevitably affected by, among other things, market volatility brought about by the sluggish economic outlook and currency fluctuations. Nonetheless, the focused diversification strategy adopted by the Group to a certain extent managed to alleviate the impact. The Group’s underlying EBIT dropped by 24.2% to HK$572.4 million.

  • After taking into account a one-off expense of HK$91.5 million arising from the cash tender offer made by the Group to repurchase part of its US$1,000,000,000 6.75% senior notes due 2014 (the “ Notes ”) in early 2013 (the “ Offer ”), profit attributable to shareholders of the Company decreased by 54.3% to HK$104.3 million in the Period.

— 1 —

FINANCIAL RESULTS

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 associates and a joint venture
11
PROFIT BEFORE TAX
7
Income tax
8
PROFIT FOR THE PERIOD
ATTRIBUTABLE TO:
Shareholders of the Company
Non-controlling interests
EARNINGS PER SHARE ATTRIBUTABLE TO
ORDINARY SHAREHOLDERS OF THE COMPANY
9
Basic
Diluted
2013
HK$’000
21,327,652
(21,005,831)
321,821
451,008
(10,536)
(171,382)
(315,803)
(333,981)
205,752
146,879
(51,350)
95,529
104,347
(8,818)
95,529
HK cents
1.33
1.33
2012
HK$’000
Restated
21,835,783
(21,451,825)
383,958
301,671
(25,105)
(176,798)
(474)
(381,623)
271,939
373,568
(151,981)
221,587
228,086
(6,499)
221,587
HK cents
2.90
2.90

— 2 —

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

PROFIT FOR THE PERIOD
OTHER COMPREHENSIVE INCOME/(LOSS)
Other comprehensive income/(loss) to be reclassified to
profit or loss in subsequent periods:
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
Reclassification adjustment for gains included in
the condensed consolidated income statement
Income tax effect
Exchange differences on translation of
foreign operations
OTHER COMPREHENSIVE INCOME/(LOSS)
FOR THE PERIOD, NET OF TAX
TOTAL COMPREHENSIVE INCOME
FOR THE PERIOD
ATTRIBUTABLE TO:
Shareholders of the Company
Non-controlling interests
2013
HK$’000
95,529
(12,778)
3,834
(8,944)
1,007,002
(237,335)
(179,876)
589,791
51,849
632,696
728,225
730,971
(2,746)
728,225
2012
HK$’000
Restated
221,587
(7,226)
2,168
(5,058)
(22,943)

6,882
(16,061)
(39,664)
(60,783)
160,804
167,303
(6,499)
160,804

— 3 —

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Notes
NON-CURRENT ASSETS
Property, plant and equipment
Prepaid land lease payments
Goodwill
Other assets
Investments in associates and a joint venture
11
Available-for-sale investments
Prepayments, deposits and other receivables
Derivative financial instruments
Deferred tax assets
Total non-current assets
CURRENT ASSETS
Inventories
Trade receivables
12
Prepayments, deposits and other receivables
Equity investments at fair value through profit or loss
Derivative financial instruments
Other assets
Cash and cash equivalents
Total current assets
CURRENT LIABILITIES
Accounts payable
13
Tax payable
Accrued liabilities and other payables
Derivative financial instruments
Bank and other borrowings
Finance lease payables
Bond obligations
Provisions
Total current liabilities
NET CURRENT ASSETS
TOTAL ASSETS LESS CURRENT LIABILITIES
30 June 2013
31 December 2012
Unaudited
Audited
HK$’000
HK$’000
Restated
8,274,645
7,014,945
22,610
22,874
24,682
24,682
172,616
198,385
6,198,561
3,749,870
13,267
26,047
451,179
387,790
1,195,573
114,801
128,649
122,146
16,481,782
11,661,540
867,150
821,990
1,750,221
1,849,673
3,340,516
3,388,573
3,029
3,029
33,110
489

194,970
4,973,111
8,387,248
10,967,137
14,645,972
591,435
822,541

97,253
302,766
562,952
106,134
3,042
917,161
1,106,757
17,470
9,623
6,176,842

194,468
49,996
8,306,276
2,652,164
2,660,861
11,993,808
19,142,643
23,655,348
30 June 2013
31 December 2012
Unaudited
Audited
HK$’000
HK$’000
Restated
8,274,645
7,014,945
22,610
22,874
24,682
24,682
172,616
198,385
6,198,561
3,749,870
13,267
26,047
451,179
387,790
1,195,573
114,801
128,649
122,146
16,481,782
11,661,540
867,150
821,990
1,750,221
1,849,673
3,340,516
3,388,573
3,029
3,029
33,110
489

194,970
4,973,111
8,387,248
10,967,137
14,645,972
591,435
822,541

97,253
302,766
562,952
106,134
3,042
917,161
1,106,757
17,470
9,623
6,176,842

194,468
49,996
8,306,276
2,652,164
2,660,861
11,993,808
19,142,643
23,655,348
11,661,540
821,990
1,849,673
3,388,573
3,029
489
194,970
8,387,248
14,645,972
822,541
97,253
562,952
3,042
1,106,757
9,623

49,996
2,652,164
11,993,808
23,655,348

— 4 —

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 payable
Total non-current liabilities
NET ASSETS
EQUITY
Equity attributable to shareholders of the Company
Issued capital
Reserves
Non-controlling interests
TOTAL EQUITY
30 June 2013
31 December 2012
Unaudited
Audited
HK$’000
HK$’000
Restated
19,142,643
23,655,348
3,558,630
1,341,101
65,445
33,760

7,619,686
879,504
674,687
81,439
195,907
427,694
390,033
47,748
53,460
5,060,460
10,308,634
14,082,183
13,346,714
393,426
393,287
13,572,959
12,834,883
13,966,385
13,228,170
115,798
118,544
14,082,183
13,346,714
30 June 2013
31 December 2012
Unaudited
Audited
HK$’000
HK$’000
Restated
19,142,643
23,655,348
3,558,630
1,341,101
65,445
33,760

7,619,686
879,504
674,687
81,439
195,907
427,694
390,033
47,748
53,460
5,060,460
10,308,634
14,082,183
13,346,714
393,426
393,287
13,572,959
12,834,883
13,966,385
13,228,170
115,798
118,544
14,082,183
13,346,714
1,341,101
33,760
7,619,686
674,687
195,907
390,033
53,460
10,308,634
13,346,714
393,287
12,834,883
13,228,170
118,544
13,346,714

— 5 —

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 financial statements of the Group for the year ended 31 December 2012.

The accounting policies and methods of computation used in the preparation of these Financial Statements are consistent with the financial statements of the Group for the year ended 31 December 2012, except for the adoption of new and revised standards and interpretations with effect from 1 January 2013 as detailed in note 2 below.

These Financial Statements were approved and authorised for issue by the Board on 23 August 2013.

2. CHANGES IN ACCOUNTING POLICY AND DISCLOSURES

The Group has adopted the following new and revised Hong Kong Financial Reporting Standards (“ HKFRSs ”) (which include all Hong Kong Financial Reporting Standards, HKASs and Interpretations) issued by the HKICPA for the first time for these Financial Statements.

HKFRS 1 Amendments Amendments to HKFRS 1 First-time Adoption of
Hong Kong Financial Reporting Standards – Government Loans
HKFRS 7 Amendments Amendments to HKFRS 7 Financial Instruments:
Disclosures – Offsetting Financial Assets and Financial Liabilities
HKFRS 10 Consolidated Financial Statements
HKFRS 11 Joint Arrangements
HKFRS 12 Disclosure of Interests in Other Entities
HKFRS 10, HKFRS 11 and Amendments to HKFRS 10, HKFRS 11 and HKFRS 12 –
HKFRS 12 Amendments Transition Guidance
HKFRS 13 Fair Value Measurement
HKAS 1 Amendments Amendments to HKAS 1 Presentation of Financial Statements –
Presentation of Items of Other Comprehensive Income
HKAS 19 (2011) Employee Benefits
HKAS 27 (2011) Separate Financial Statements
HKAS 28 (2011) Investments in Associates and Joint Ventures
HK(IFRIC) – Int 20 Stripping Costs in the Production Phase of a Surface Mine
Annual Improvements Amendments to a number of HKFRSs issued in June 2012
2009 - 2011 Cycle

Other than as further explained below regarding the impact of HKFRS 11, HKFRS 13, amendments to HKAS 1, HK(IFRIC) – Int 20 and amendments to HKAS 34 as part of the Annual Improvements to HKFRSs – 2009 - 2011 Cycle, the adoption of the new and revised HKFRSs has had no significant financial effect on these Financial Statements.

HKFRS 11 replaces HKAS 31 Interests in Joint Ventures and HK(SIC) – Int 13 Jointly Controlled Entities – Non-Monetary Contributions by Venturers. It describes the accounting for joint arrangements with joint control. It addresses only two forms of joint arrangements, i.e. joint operations and joint ventures, and removes the option to account for joint ventures using the proportionate consolidation method. Upon the adoption of HKFRS 11, the Group is required to retrospectively account for its investment in a joint venture using the equity method. The effect of HKFRS 11 is described in more details in note 11, which includes quantification of the effect on these Financial Statements.

— 6 —

2. CHANGES IN ACCOUNTING POLICY AND DISCLOSURES (continued)

HKFRS 13 provides a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across HKFRSs. The standard does not change the circumstances in which the Group is required to use fair value, but provides guidance on how fair value should be applied where its use has already been required or permitted under other HKFRSs. The application of HKFRS 13 has not materially impacted the fair value measurements carried out by the Group.

HKFRS 13 also requires specific disclosures on fair values, some of which replace existing disclosure requirements in other standards, including HKFRS 7 Financial Instruments: Disclosures. Some of these disclosures are specially required for financial instruments by HKAS 34 Interim Financial Reporting, thereby affecting these Financial Statements.

The HKAS 1 Amendments change the grouping of items presented in other comprehensive income. Items that could be reclassified (or recycled) to profit or loss at a future point in time (for example, net gain on hedge of a net investment, exchange differences on translation of foreign operations, net movement on cash flow hedges and net loss or gain on available-for-sale financial assets) would be presented separately from items which will never be reclassified (for example, actuarial gain and loss on defined benefit plans and revaluation of land and buildings). The amendments have been applied retrospectively, with the presentation of items of other comprehensive income modified to reflect the changes. Other than the said presentation changes, the amendments did not have any impact on the Group’s financial position or performance.

HK(IFRIC) – Int 20 clarifies when an entity should recognise production phase waste removal (stripping) costs (production stripping costs) incurred in relation to a surface mining operation as an asset. Such an asset is referred to as a stripping activity asset. The interpretation is effective for annual reporting periods beginning on or after 1 January 2013. In accordance with the transitional provisions of HK(IFRIC) – Int 20, this new policy has been applied prospectively by the Group from the start of the comparative period, being 1 January 2012. As a result of the adoption of this interpretation, the Group has determined that deferred stripping costs of HK$152,302,000, previously recognised as inventories of HK$140,886,000 and prepayments of HK$11,416,000, as at 31 December 2012 did not meet the recognition criteria set out in HK(IFRIC) – Int 20 as they related to components of ore body that had already been extracted. Accordingly, a prior year adjustment has been made to derecognise these deferred stripping costs via retained profits. Opening retained profits as at 1 January 2012 and net profit for the year ended 31 December 2012 have been reduced by HK$103,649,000 and HK$2,962,000, respectively. There was a deferred tax effect of HK$45,691,000 in respect of this adjustment.

The HKAS 34 Amendments clarify the requirements in the standard relating to segment information for total assets and liabilities for each reportable segment to enhance consistency with the requirements of HKFRS 8 Operating Segments. Total assets and liabilities for a reportable segment need to be disclosed only when the amounts are regularly provided to the chief operating decision maker (the “ CODM ”) and there has been a material change in the total amount disclosed in the entity’s previous annual consolidated financial statements for that reportable segment. The Group provides this disclosure as total segment assets were reported to the CODM. As a result of these amendments, the Group now also includes disclosure of total segment liabilities as these are reported to the CODM. Details of these disclosures have been included in note 4.

In addition, CITIC Resources Australia Pty Limited (“ CRA ”), an indirect wholly-owned subsidiary of the Company, and its subsidiaries (collectively the “ CRA Group ”) have changed their functional currency from Australian dollar (“ A$ ”) to United States dollar (“ US$ ”) from 1 January 2013. The CRA Group is principally engaged in the operation of Portland Aluminium Smelter (the “ PAS ”), the operation of coal mines and the sale of coal, and the import and export of various commodity products in Australia. In the opinion of the directors, this change in functional currency better reflects the nature of the operations within the CRA Group as most of its sales and purchases are transacted in US$. In addition, key new strategic investments have been assessed and will be reported in US$ going forward. The effect of this change has been accounted for prospectively by the CRA Group. The entities comprising the CRA Group have translated all their financial statement items into US$ using the exchange rate at the date of the change. The resulting translated amounts for non-monetary items have been treated as their historical costs.

— 7 —

3. 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.

HKFRS 9 Financial Instruments2
HKFRS 10, HKFRS 12 and Amendments to HKFRS 10, HKFRS 12 and HKAS 27 (2011)
HKAS 27 (2011) Amendments – Investment Entities1
HKAS 32 Amendments Amendments to HKAS 32 Financial Instruments:
Presentation – Offsetting Financial Assets and Financial Liabilities1
HKAS 36 Amendments Impairment of Assets1
HK(IFRIC) – Int 21 Levies1

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

2 Effective for annual periods beginning on or after 1 January 2015

The 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 HKFRS 9, HKFRS 10, HKFRS 12 and HKAS 27 (2011) Amendments, HKAS 36 Amendments and HK(IFRIC) – Int 21 may result in a change in accounting policy and the adoption of HKAS 32 Amendments may result in new or amended disclosures, 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 four reportable operating segments as follows:

  • (a) the aluminium smelting segment comprises the operation of the PAS 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 comprises the export of various commodity products such as aluminium ingots, coal, iron ore, alumina and copper; and the import of other commodities and manufactured goods such as vehicle and industrial batteries, tyres and various metals such as steel and aluminium extrusion products in Australia; and

  • (d) the crude oil segment comprises the operation of oilfields and the sale of oil in Indonesia and China.

Management monitors the results of the Group’s operating segments separately for the purposes 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 before tax except that interest income, finance costs, dividend income, fair value gains/(losses) on derivative financial instruments not relating to the operations, share of profit of associates and a joint venture as well as head office and corporate expenses are excluded from such measurement.

Segment assets exclude investments in associates and a joint venture, available-for-sale investments, derivative financial instruments, deferred tax assets, equity investments at fair value through profit or loss, cash and cash equivalents and other unallocated head office and corporate assets as these assets are managed on a group basis.

Segment liabilities exclude tax payable, derivative financial instruments, bank and other borrowings, finance lease payables, bond obligations, deferred tax liabilities and other unallocated head office and corporate liabilities as these liabilities are managed on a group basis.

— 8 —

4. OPERATING SEGMENT INFORMATION (continued)

Six months ended 30 June 2013
Unaudited
HK$’000
Segment revenue:
Sales to external customers
Other income
Segment results
Reconciliation:
Interest income and unallocated gains
Unallocated expenses
Unallocated finance costs
Share of profit of associates and a joint venture
Profit before tax
Six months ended 30 June 2012
Unaudited
HK$’000
Segment revenue:
Sales to external customers
Other income
Segment results
Reconciliation:
Interest income and unallocated gains
Unallocated expenses
Unallocated finance costs
Share of profit of associates and a joint venture
Profit before tax
HK$’000
Segment assets
30 June 2013 (Unaudited)
31 December 2012 (Audited and restated)
Segment liabilities
30 June 2013 (Unaudited)
31 December 2012 (Audited and restated)
Aluminium
smelting
538,216
129,714
667,930
123,133
Aluminium
smelting
651,564
8,261
659,825
4,055
Aluminium
smelting
1,248,546
1,429,355
502,078
659,996
Import and
export of
Coal
commodities
344,721
20,341,787
31
20,966
344,752
20,362,753
(22,404)
233,278
Import and
export of
Coal
commodities
221,975
20,767,326
11,345
23,073
233,320
20,790,399
7,548
331,213
Import and
export of
Coal
commodities
1,755,825
2,014,738
920,006
2,248,289
423,695
334,956
223,446
590,829
Crude oil
102,928
1,151
104,079
(78,399)
Crude oil
Restated
194,918
1,098
196,016
(43,053)
Crude oil
6,686,110
6,290,916
203,447
304,137
Total
21,327,652
151,862
21,479,514
255,608
299,146
(279,646)
(333,981)
205,752
146,879
Total
Restated
21,835,783
43,777
21,879,560
299,763
257,894
(74,405)
(381,623)
271,939
373,568
Total
11,705,219
10,888,566
1,464,176
1,778,408

— 9 —

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
Fair value gains on derivative financial instruments
Others
FINANCE COSTS
An analysis of finance costs is as follows:
Interest expense on bank and other borrowings
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
2013
HK$’000
55,098
20,708

3,126
367,840
4,236
451,008
2013
HK$’000
101,875
219,169
2,327
323,371
9,661
333,032
584
365
333,981
2012
HK$’000
168,532
22,808
1,767
2,914
97,987
7,663
301,671
2012
HK$’000
105,045
261,934
1,802
368,781
11,513
380,294
1,019
310
381,623

6. FINANCE COSTS

7. PROFIT BEFORE TAX

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

2013 2012
HK$’000 HK$’000
Depreciation 127,015 96,279
Amortisation of other asset 25,769 25,914
Amortisation of prepaid land lease payments 623
Loss on disposal/write-off of items of
property, plant and equipment * 362 503
Exchange losses/(gains), net * 168,264 (16,508)
Loss on repurchase of fixed rate senior notes * 91,498
Loss on purchase of fixed rate senior notes * 2,052 2,722
  • These amounts are included in “Other expenses, net” in the condensed consolidated income statement.

— 10 —

8. INCOME TAX

Current:
Hong Kong
Elsewhere
Deferred
Total tax expense for the period
2013
HK$’000

28,566
22,784
51,350
2012
HK$’000

139,279
12,702
151,981

The statutory tax rate of Hong Kong profits tax was 16.5% (2012: 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 (2012: 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 provided at the statutory rate of 30% (2012: 30%) on the estimated taxable profits arising in Australia during the Period.

Indonesia

The corporate tax rate applicable to the subsidiary which is operating in Indonesia was 30% (2012: 30%) during the Period.

The Group’s subsidiary owning a participating interest in the oil and gas properties in Indonesia is subject to branch tax at the effective tax rate of 14% (2012: 14%).

China

The Group’s subsidiaries registered in China are subject to corporate income tax at a rate of 25% (2012: 25%). No provision for China corporate income tax has been made as the Group had no taxable profits arising in China during the Period.

According to HKAS 12 Income Taxes, deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled.

— 11 —

9. EARNINGS PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS OF THE COMPANY

The calculation of the basic earnings per share amount 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 the diluted earnings per share amount 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 per share amounts are based on:

Earnings
Profit attributable to ordinary shareholders of the Company
used in the basic earnings 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
2013
2012
HK$’000
HK$’000
104,347
228,086
Number of shares
2013
2012
7,866,199,580
7,865,737,149
1,290,461
6,104,696
7,867,490,041
7,871,841,845
2012
HK$’000
228,086
7,871,841,845

10. DIVIDEND

The Board has resolved not to pay an interim dividend for the Period (2012: Nil).

11. INVESTMENTS IN ASSOCIATES AND A JOINT VENTURE

Transition to HKFRS 11

The Group has a 50% interest in CITIC Canada Energy Limited (“ CCEL ”). CCEL is an investment holding company and its subsidiaries are principally engaged in the exploration, development, production and sale of oil and provision of oilfield related services in Kazakhstan. Under HKAS 31 Investment in Joint Ventures (prior to the transition to HKFRS 11), the Group’s interest in CCEL was classified as a jointly-controlled entity and the Group’s proportionate share of the assets, liabilities, revenue, income and expenses were consolidated in the financial statements of the Group. Upon the adoption of HKFRS 11, the Group has determined its interest to be a joint venture and it is required to be accounted for using the equity method. The effect of applying HKFRS 11 is as follows:

— 12 —

11. INVESTMENTS IN ASSOCIATES AND A JOINT VENTURE (continued)

Transition to HKFRS 11 (continued)

Impact on the condensed consolidated income statement
Decrease in revenue
Decrease in cost of sales
Decrease in gross profit
Increase in other income and gains
Decrease in selling and distribution costs
Decrease in general and administrative expenses
Increase in other expenses, net
Decrease in finance costs
Increase in share of profit of a joint venture
Decrease in profit before tax
Decrease in income tax
Net impact on profit for the period
Decrease in profit attributable to non-controlling interests
Net impact on profit attributable to shareholders of the Company
Impact on the condensed consolidated statement of financial position
Decrease in property, plant and equipment
Increase in investment in a joint venture
Decrease in inventories
Decrease in trade receivables
Increase in prepayments, deposits and other receivables
Decrease in tax recoverable
Decrease in cash and cash equivalents
Decrease in accounts payable
Decrease in tax payable
Decrease in accrued liabilities and other payables
Decrease in provisions
Decrease in bank and other borrowings
Decrease in deferred tax liabilities
Net impact on equity
Decrease in equity attributable to non-controlling interests
Net impact on equity attributable to shareholders of the Company
Six months ended
30 June 2012
HK$’000
(2,981,905)
1,307,028
(1,674,877)
18
1,022,312
126,901
(5,153)
38,256
326,447
(166,096)
147,730
(18,366)
18,366

31 December 2012
HK$’000
(7,177,578)
1,924,829
(323,411)
(466,509)
2,563,021
(97,318)
(133,102)
141,249
71,849
518,851
752,636
965,735
972,453
(287,295)
287,295

There is no impact on the basic or diluted earnings per share.

— 13 —

12. TRADE RECEIVABLES

An aged analysis of the trade receivables as at the end of the reporting period, based on the invoice date and net of provisions, was as follows:

Within one month
One to two months
Two to three months
Over three months
30 June 2013
HK$’000
594,572
456,601
107,909
591,139
1,750,221
31 December 2012
HK$’000
561,160
574,456
418,939
295,118
1,849,673

Included in the trade receivables is an amount due from the Group’s fellow subsidiary of HK$10,843,000 (31 December 2012: HK$324,315,000) 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.

13. ACCOUNTS PAYABLE

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

Within one month
One to three months
Over three months
30 June 2013
HK$’000
555,018

36,417
591,435
31 December 2012
HK$’000
822,541

822,541

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

14. COMPARATIVE AMOUNTS

As further explained in note 2, due to the adoption of the new and revised HKFRSs during the Period, the accounting treatment and presentation of certain items and balances have been revised or added to comply with the new requirements. Accordingly, certain prior year adjustments have been made, certain comparative amounts have been reclassified and restated to conform with the presentation and accounting treatment for the Period.

— 14 —

BUSINESS REVIEW AND OUTLOOK

Review

Overall global growth remained sluggish as many developed economies continued to experience sub-par recoveries in the Period despite the implementation of monetary easing policies in major economies. Ailing western economies, together with a slowdown in economic growth in most emerging markets including China, resulted in lower global demand for energy and commodities which triggered considerable commodity price fluctuations during the Period. The impact of market volatility on the Group was amplified by the sharp depreciation of A$ against US$ during the Period, affecting the Group’s Australian operation. Nevertheless, the Group’s focused diversification strategy has helped mitigate the associated market risks to a certain extent.

The Group was able to seize upon new business opportunities to maximize shareholder value by extending its foothold in the energy and metal sectors through the subscription for a strategic equity interest in Alumina Limited (“ Alumina ”) in February 2013 and the increase of its interest in the Coppabella and Moorvale coal mines joint venture (the “ CMJV ”) in March 2013. As an ongoing proactive effort in managing its liquidity and capital structure, the Group also completed the Offer in February 2013 with a total of US$201.08 million in principal amount of the Notes repurchased.

The Group continues to position itself as an integrated provider of strategic natural resources and key commodities with businesses across energy, metals and import and export of commodities sectors.

Crude oil

Oil exploration and production continued to be the Group’s largest business segment by profit contribution, with the Karazhanbas oilfield in Kazakhstan being the principal contributor to the Group’s overall oil production. The Group has been rolling out medium-term research plans to enhance sustainable development and production efficiency of the oilfield. Steady production of over 37,000 barrels of oil per day (100% project basis) was maintained during the Period.

As for the Yuedong oilfield in Liaoning Province, China, the landmark connection of subsea pipelines to the onshore oil/water processing plant has been completed and the production facilities on Platform B are approaching operational stage.

Despite production at the Seram Block in Indonesia slightly dropped due to the natural decline of existing wells, the Group will continue to implement well exploration and development works that promote production capacity. The Group will also continue exploration activities in the Lofin area.

Coal

Subsequent to the Group’s acquisition of an additional interest in the CMJV in March 2013, the Group’s coal investments currently comprise a 14% interest in the CMJV, and also certain interests in a number of coal exploration joint ventures in Australia where the Group works together with a subsidiary of Peabody Energy Corporation.

— 15 —

During the Period, underlying profit of the Group’s coal segment was affected by softer prices resulting from weaker demand and rising operation costs. Despite these challenges, with sustained demand for quality low volatile pulverized coal injection coal anticipated in the long term, the Group is confident about the outlook for its coal business and will continue to unlock and realize the value of the Group’s coal investments.

Metals

The Group’s strategic metal investments include interests in the Portland Aluminium Smelter joint venture (the “ PAS JV ”), Alumina and CITIC Dameng Holdings Limited (“ CDH ”).

During the Period, the Group’s aluminium sector faced strong headwinds from oversupply and has continued to implement cost saving measures to achieve higher operational efficiency. The current market conditions have, however, also brought about new investment opportunities for the Group. In February 2013, the Group subscribed for a strategic equity interest in Alumina, one of the Australia’s leading companies with significant global interests in bauxite mining, alumina refining and selected aluminium smelting operations, thus gaining the valuable access to a world-class global portfolio of upstream mining and refining operations.

Regarding the Group’s investment in CDH, a share of loss was recorded in the Period following the consolidated net loss incurred by CDH; its performance being affected by, among other things, lower average product selling prices.

Import and export of commodities

With the contraction in commodities prices and demand resulting from the slowdown in the global economy, the Group’s import and export of commodities business has experienced various challenges. Nevertheless, with strong expertise and established marketing network particularly in China, this business line has delivered another satisfactory result.

Financial Management

As a proactive move to manage its liability and capital structure, the Group completed the Offer in February 2013 with a total of US$201.08 million in principal amount of the Notes repurchased. Despite incurring a one-off expense of HK$91.5 million, the repurchase has lowered future finance costs and partly addressed the refinancing needs of the Group in respect of the Notes.

Outlook

Looking ahead, the recurring concerns surrounding the European sovereign debt crisis and the pace of worldwide economic growth will continue to strain global demand for energy and commodities. While the challenges and uncertainties so presented have spread across various industries, the Group will endeavor to tackle the difficulties by taking advantage of the strong support from 中國中信集團有限公司 (CITIC Group Corporation), an established customer base and supplier network, strengthened financial flexibility, and synergy brought about by its focused diversification strategy.

The operation of Platform B at the Yuedong oilfield is expected to commence before the end of the year and will mark another milestone in the development of the oilfield. Apart from organic growth, the Group will also seek potential acquisitions with a view to proactively capitalising on any potential business opportunities to maximize shareholder value.

— 16 —

LIQUIDITY, FINANCIAL RESOURCES AND CAPITAL STRUCTURE

Cash

As at 30 June 2013, the Group had cash and cash equivalents of HK$4,973.1 million.

Borrowings

As at 30 June 2013, the Group had total debt of HK$10,735.5 million, which comprised:

  • unsecured bank loans of HK$4,185.9 million;

  • secured other loan of HK$1.3 million;

  • unsecured other loan of HK$288.6 million;

  • finance lease payables of HK$82.9 million; and

  • bond obligations of HK$6,176.8 million.

The secured bank loan, secured by the Group’s 22.5% participating interest in the PAS JV and outstanding as at 31 December 2012, was fully prepaid in June 2013.

Most transactions of CITIC Australia Trading Pty Limited (“ 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 June 2012, the Company, as borrower, entered into a facility agreement with a syndicate of financial institutions as lenders in respect of an unsecured 3-year term loan facility of US$380 million (HK$2,964 million) (the “ A Loan ”). In December 2012, US$140 million (HK$1,092 million) was drawn to refinance the final repayment of an unsecured 5-year term loan facility of US$280 million (HK$2,184 million) which was signed in January 2008. The remaining sum of US$240 million (HK$1,872 million) was fully drawn in June 2013 to finance the general corporate funding requirements of the Company. The outstanding balance of the A Loan as at 30 June 2013 was US$380 million.

In September 2012, the Company, as borrower, entered into a facility agreement with a bank as lender in respect of an unsecured 5-year term loan facility of US$40 million (HK$312 million) (the “ B Loan ”) to finance the general corporate funding requirements of the Company. There was no outstanding balance under the B Loan as at 30 June 2013.

In November 2012, the Company, as borrower, entered into a facility agreement with a syndicate of financial institutions as lenders in respect of an unsecured term loan facility of US$400 million (HK$3,120 million) (the “ C Loan ”) to finance the general corporate funding requirements of the Company. The C Loan has a tenor of 5 years commencing from the date of first utilisation, subject to a put option requiring repayment on the date falling 3 years from the date of first utilisation. The first utilisation was made in May 2013. The outstanding balance of the C Loan as at 30 June 2013 was US$50 million (HK$390 million).

The Group leases certain of its plant and machinery for its coal mine operation. The leases are classified as finance leases.

— 17 —

The bond obligations represent the outstanding amount of the Notes issued by CITIC Resources Finance (2007) Limited (“ CR Finance ”), a direct wholly-owned subsidiary of the Company. The obligations of CR Finance under the Notes are guaranteed by the Company. The net proceeds of the Notes were used by the Group to facilitate the acquisition of the Kazakhstan Interests (which mainly comprise 50% of the issued voting shares of JSC Karazhanbasmunai) and for general working capital requirements.

The Offer was launched with a view to lowering the finance costs and managing the refinancing needs of the Group in respect of the Notes. In February 2013, the Offer was completed and a total of US$201.08 million (HK$1,568.4 million) in principal amount of the Notes was repurchased at an aggregate consideration of HK$1,661.9 million plus accrued interest. The Offer resulted in a one-off expense of HK$91.5 million and the Notes repurchased were cancelled. Further details of the Offer are set out in the announcements of the Company dated 4 January, 18 January, 4 February and 7 February 2013.

As at 30 June 2013, the Group’s net debt to net total capital was 29.2% (31 December 2012: 11.5% as restated). Of the total debt, HK$7,111.5 million was repayable within one year, including mainly the outstanding amount of the Notes and trade finance.

Share capital

During the Period, the Company issued a total of 2,790,000 new ordinary shares of HK$0.05 each in the share capital of the Company as a result of the exercise of share options at an exercise price of HK$1.018 per share. The proceeds of the subscription amounted to HK$2.8 million and were received in cash.

Financial risk management

The Group’s diversified business is exposed to a variety of risks, such as market risks (including foreign currency risk, price risk, interest rate risk and inflation 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 forward currency contracts, forward commodity contracts, interest rate swap contracts, an embedded derivative and an electricity hedge agreement. The purpose is to manage the foreign currency risk, price risk, interest rate risk and inflation risk 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.

— 18 —

EMPLOYEES AND REMUNERATION POLICIES

As at 30 June 2013, the Group had around 350 full time employees, including management and administrative staff.

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 Indonesia.

CORPORATE GOVERNANCE CODE

Throughout the Period, the Company has applied the principles and complied with the applicable code provisions, and also complied with certain recommended best practices, of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules.

MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORS

The Company has adopted a code of conduct for dealings in the securities of the Company by its directors (the “ Securities Dealings Code ”) that is based on 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).

All directors have 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 management of the Company.

By Order of the Board CITIC Resources Holdings Limited Kwok Peter Viem Chairman

Hong Kong, 23 August 2013

As at the date hereof, the executive directors of the Company are Mr. Kwok Peter Viem; Mr. Zeng Chen; Mr. Guo Tinghu and Ms. Li So Mui, the non-executive directors are Mr. Qiu Yiyong; Mr. Tian Yuchuan; Mr. Wong Kim Yin and Mr. Zhang Jijing, and the independent non-executive directors are Mr. Fan Ren Da, Anthony; Mr. Gao Pei Ji; Mr. Hu Weiping and Mr. Ngai Man.

— 19 —