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Shanghai Able Digital Science&Tech Co., Ltd. Interim / Quarterly Report 2016

Jul 31, 2016

50757_rns_2016-07-31_1e0ab402-98ab-48d9-a74e-a40305fe0e92.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 2016

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 2016 (the “ Period ”).

FINANCIAL HIGHLIGHTS

Six months ended 30 June 2016 2015 Change
Unaudited HK$ million HK$ million
Revenue 1,237.4 2,140.7 (42.2%)
EBITDA1 610.6 (453.3) N/A
Adjusted EBITDA2
Proft/(loss) attributable to shareholders
506.3
102.0
376.9
(850.3)
34.3%
N/A
  • 1 profit/(loss) before tax + finance costs + depreciation + amortisation

  • 2 EBITDA + (share of depreciation, amortisation, finance costs, income tax expense/(credit) and non-controlling interests of a joint venture) + fair value loss/(gain) on financial asset at fair value through profit or loss

  • Although the Group’s financial performance was adversely affected by depressed oil prices and softening in both demand for and selling prices of commodities, the Group recorded a profit attributable to shareholders of HK$102.0 million for the Period as compared to a loss of HK$850.3 million for 1H 2015.

  • The net profit was primarily attributable to:

  • a fair value gain of HK$256.3 million recorded for the Period, as compared to a loss of HK$565.0 million recorded for 1H 2015, in respect of the Group’s interest in Alumina Limited (“ AWC ”); and

  • a share of profit of HK$204.0 million recorded for the Period, as compared to a share of loss of HK$182.1 million recorded for 1H 2015, with respect to the Group’s interest in CITIC Canada Energy Limited (“ CCEL ”), a joint venture through which the Group owns, manages and operates the Karazhanbas oilfield in Kazakhstan.

– 1 –

FINANCIAL RESULTS

CONDENSED CONSOLIDATED INCOME STATEMENT Six months ended 30 June Unaudited

Notes
REVENUE
3
Cost of sales
Gross proft/(loss)
Other income and gains
4
Selling and distribution costs
General and administrative expenses
Other expenses, net
Finance costs
5
Share of proft/(loss) of:
An associate
A joint venture
PROFIT/(LOSS) BEFORE TAX
6
Income tax credit/(expense)
7
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
8
Basic
Diluted
2016
HK$’000
1,237,374
(1,360,563)
(123,189)
363,633
(9,176)
(138,141)
(28,212)
(131,093)
(42,823)
204,028
95,027
(1,158)
93,869
102,007
(8,138)
93,869
HK cents
1.30
1.30
2015
HK$’000
2,140,727
(2,076,651)
64,076
83,866
(11,468)
(181,566)
(537,515)
(165,237)
(115,481)
(182,089)
(1,045,414)
200,367
(845,047)
(850,345)
5,298
(845,047)
HK cents
(10.81)
(10.81)

– 2 –

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

PROFIT/(LOSS) FOR THE PERIOD
OTHER COMPREHENSIVE INCOME/(LOSS)
Other comprehensive income/(loss) to be reclassifed to
proft or loss in subsequent periods:
Available-for-sale investment:
Changes in fair value
Income tax effect
Cash fow hedges:
Effective portion of changes in fair value of
hedging instruments arising during the period
Reclassifcation adjustment for losses 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 LOSS FOR THE PERIOD
ATTRIBUTABLE TO:
Shareholders of the Company
Non-controlling interests
2016
HK$’000
93,869
(391)
117
(274)
37,847

(11,354)
26,493
(145,723)
(119,504)
(25,635)
(7,673)
(17,962)
(25,635)
2015
HK$’000
(845,047)
(435)
131
(304)
104,804
14,872
(36,114)
83,562
(31,868)
51,390
(793,657)
(799,226)
5,569
(793,657)

– 3 –

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Notes
NON-CURRENT ASSETS
Property, plant and equipment
Prepaid land lease payments
Goodwill
Other assets
Investment in an associate
Investment in a joint venture
Financial asset at fair value through proft or loss
Available-for-sale investment
Prepayments, deposits and other receivables
Deferred tax assets
Total non-current assets
CURRENT ASSETS
Inventories
Trade receivables
10
Prepayments, deposits and other receivables
Financial assets at fair value through proft or loss
Derivative fnancial instruments
Other assets
Cash and cash equivalents
Total current assets
CURRENT LIABILITIES
Accounts payable
11
Tax payable
Accrued liabilities and other payables
Derivative fnancial instruments
Bank borrowings
Finance lease payables
Provisions
Total current liabilities
NET CURRENT ASSETS/(LIABILITIES)
TOTAL ASSETS LESS CURRENT LIABILITIES
30 June 201631 December 2015
Unaudited
Audited
HK$’000
HK$’000
5,466,271
5,988,583
17,763
18,786
24,682
24,682
291,809
270,149
939,348
994,020
166,987

2,092,030
1,835,713
883
1,274
98,912
180,932
568,627
580,885
9,667,312
9,895,024
722,750
648,616
402,720
482,950
1,582,377
1,693,416
3,029
3,029
2,008
298
17,026
42,996
1,229,332
1,300,197
3,959,242
4,171,502
309,868
449,818
72
853
226,091
417,061
36,556
40,814
3,687,775
1,356,249
13,010
12,473
49,925
45,285
4,323,297
2,322,553
(364,055)
1,848,949
9,303,257
11,743,973
30 June 201631 December 2015
Unaudited
Audited
HK$’000
HK$’000
5,466,271
5,988,583
17,763
18,786
24,682
24,682
291,809
270,149
939,348
994,020
166,987

2,092,030
1,835,713
883
1,274
98,912
180,932
568,627
580,885
9,667,312
9,895,024
722,750
648,616
402,720
482,950
1,582,377
1,693,416
3,029
3,029
2,008
298
17,026
42,996
1,229,332
1,300,197
3,959,242
4,171,502
309,868
449,818
72
853
226,091
417,061
36,556
40,814
3,687,775
1,356,249
13,010
12,473
49,925
45,285
4,323,297
2,322,553
(364,055)
1,848,949
9,303,257
11,743,973
9,895,024
648,616
482,950
1,693,416
3,029
298
42,996
1,300,197
4,171,502
449,818
853
417,061
40,814
1,356,249
12,473
45,285
2,322,553
1,848,949
11,743,973

– 4 –

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

TOTAL ASSETS LESS CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Bank borrowings
Finance lease payables
Derivative fnancial instruments
Provisions
Total non-current liabilities
NET ASSETS
EQUITY
Equity attributable to shareholders of the Company
Issued capital
Reserves
Non-controlling interests
TOTAL EQUITY
30 June 201631 December 2015
Unaudited
Audited
HK$’000
HK$’000
9,303,257
11,743,973
4,070,556
6,449,658
19,566
25,719
832,629
868,924
300,819
294,354
5,223,570
7,638,655
4,079,687
4,105,318
392,886
392,886
3,766,826
3,774,495
4,159,712
4,167,381
(80,025)
(62,063)
4,079,687
4,105,318

– 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 ”).

As at 30 June 2016, the Group recorded net current liabilities of HK$364,055,000. However, the Board is of the opinion that based on the estimated future cash flows of the Group and after taking into account the existing available borrowing facilities and the Group’s ability to refinance the bank borrowings when they fall due, the Group has sufficient resources to meet its financial obligations and foreseeable working capital requirements. Accordingly, these Financial Statements have been prepared on a going concern basis.

These Financial Statements do not include all the information and disclosures required in annual consolidated financial statements, and should be read in conjunction with the consolidated financial statements of the Group for the year ended 31 December 2015.

The accounting policies and methods of computation used in the preparation of these Financial Statements are consistent with the consolidated financial statements of the Group for the year ended 31 December 2015, except for the adoption of revised standards with effect from 1 January 2016 as detailed in note 2 below.

These Financial Statements were approved and authorised for issue by the Board on 29 July 2016.

2. CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES

The Group has adopted the following 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.

Amendments to HKFRS 10, Investment Entities: Applying the Consolidation Exception HKFRS 12 and HKAS 28 (2011) Amendments to HKFRS 11 Accounting for Acquisitions of Interests in Joint Operations Amendments to HKAS 1 Disclosure Initiative Amendments to HKAS 16 and HKAS 38 Clarification of Acceptable Methods of Depreciation and Amortisation Amendments to HKAS 16 and HKAS 41 Agriculture: Bearer Plants Amendments to HKAS 27 (2011) Equity Method in Separate Financial Statements Annual Improvements 2012 – 2014 Cycle Amendments to numbers of HKFRSs

The adoption of the revised HKFRSs has had no significant financial effect on these Financial Statements and there have been no significant changes to the accounting policies applied in these Financial Statements.

– 6 –

3. 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 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 comprises the export of various commodity products such as aluminium ingots, coal, iron ore, alumina and copper; and the import of other commodity products and manufactured goods such as steel, and vehicle and industrial batteries and tyres 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/(loss) before tax except that interest income, dividend income, finance costs and share of profit/(loss) of an associate and a joint venture as well as head office and corporate expenses are excluded from such measurement.

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

Segment liabilities exclude bank borrowings, finance lease payables, and other unallocated head office and corporate liabilities as these liabilities are managed on a group basis.

– 7 –

3. OPERATING SEGMENT INFORMATION (continued)

Six months ended 30 June
Unaudited
HK$’000
2016
Segment revenue:
Sales to external customers
Other income
Segment results
Reconciliation:
Interest income and unallocated gains
Dividend income
Unallocated expenses
Unallocated fnance costs
Share of proft/(loss) of:
An associate
A joint venture
Proft before tax
2015
Segment revenue:
Sales to external customers
Other income
Segment results
Reconciliation:
Interest income and unallocated gains
Dividend income
Unallocated expenses
Unallocated fnance costs
Share of loss of:
An associate
A joint venture
Loss before tax
Aluminium
smelting
389,517
9,112
398,629
(58,119)
525,305
15,360
540,665
58,594
Coal
189,539
6,527
196,066
(53,125)
346,991

346,991
(63,200)
Import and
export of
commodities
317,898
745
318,643
12,000
790,534
4,276
794,810
36,727
Crude oil
340,420
1,830
342,250
(129,459)
477,897
2,558
480,455
19,549
Total
1,237,374
18,214
1,255,588
(228,703)
306,262
39,157
(51,801)
(131,093)
(42,823)
204,028
95,027
2,140,727
22,194
2,162,921
51,670
31,735
29,937
(695,949)
(165,237)
(115,481)
(182,089)
(1,045,414)

– 8 –

3. OPERATING SEGMENT INFORMATION (continued)

Aluminium
HK$’000
smelting
Coal
Segment assets
30 June 2016 (unaudited)
877,944
881,263
31 December 2015 (audited)
958,011
1,000,907
Segment liabilities
30 June 2016 (unaudited)
1,154,111
216,488
31 December 2015 (audited)
1,195,382
294,477
4.
OTHER INCOME AND GAINS
An analysis of the Group’s other income and gains is as follows:
Interest income
Dividend income from fnancial asset at
fair value through proft or loss
Handling service fees
Fair value gains on:
Derivative fnancial instruments
Financial asset at fair value through proft or loss
Sale of scrap
Gain on disposal of other assets
Others
5.
FINANCE COSTS
An analysis of fnance costs is as follows:
Interest expense on bank borrowings
Interest expense on fnance leases
Total interest expense on fnancial liabilities not at
fair value through proft or loss
Other fnance charges:
Increase in discounted amounts of provisions arising from
the passage of time
Others
Aluminium
HK$’000
smelting
Coal
Segment assets
30 June 2016 (unaudited)
877,944
881,263
31 December 2015 (audited)
958,011
1,000,907
Segment liabilities
30 June 2016 (unaudited)
1,154,111
216,488
31 December 2015 (audited)
1,195,382
294,477
4.
OTHER INCOME AND GAINS
An analysis of the Group’s other income and gains is as follows:
Interest income
Dividend income from fnancial asset at
fair value through proft or loss
Handling service fees
Fair value gains on:
Derivative fnancial instruments
Financial asset at fair value through proft or loss
Sale of scrap
Gain on disposal of other assets
Others
5.
FINANCE COSTS
An analysis of fnance costs is as follows:
Interest expense on bank borrowings
Interest expense on fnance leases
Total interest expense on fnancial liabilities not at
fair value through proft or loss
Other fnance charges:
Increase in discounted amounts of provisions arising from
the passage of time
Others
Import and
export of
commodities
Crude oil
593,565
4,755,886
717,522
5,203,866
113,947
236,791
154,635
400,495
2016
HK$’000
9,791
39,157


256,317
1,547
49,688
7,133
363,633
2016
HK$’000
124,729
1,224
125,953
5,023
117
131,093
Import and
export of
commodities
Crude oil
593,565
4,755,886
717,522
5,203,866
113,947
236,791
154,635
400,495
2016
HK$’000
9,791
39,157


256,317
1,547
49,688
7,133
363,633
2016
HK$’000
124,729
1,224
125,953
5,023
117
131,093
Total
7,108,658
7,880,306
1,721,337
2,044,989
2015
HK$’000
27,911
29,937
3,941
12,529

2,830

6,718
83,866
2015
HK$’000
149,056
1,742
150,798
722
13,717
165,237

– 9 –

6. PROFIT/(LOSS) BEFORE TAX

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

2016 2015
HK$’000 HK$’000
Depreciation 355,093 379,322
Amortisation of other assets 28,537 46,941
Amortisation of prepaid land lease payments 813 647
Loss on disposal of items of
property, plant and equipment, net 11,596
Gain on disposal of other assets (49,688)
Exchange losses/(gains), net * 39,924 (47,293)
Fair value loss/(gain) on fnancial asset at
fair value through proft or loss
(256,317) 565,042 *
Write-back of impairment of other receivables * (24,536)
  • These amounts were included in “Other expenses, net” in the condensed consolidated income statement.

7. INCOME TAX

Current – Hong Kong
Current – Elsewhere
Charge for the period
Underprovison/(overprovision) in prior periods
Deferred
Total tax expense/(credit) for the period
2016
HK$’000

71
65
1,022
1,158
2015
HK$’000


(4,389)
(195,978)
(200,367)

The statutory rate of Hong Kong profits tax was 16.5% (2015: 16.5%) on the estimated assessable profits arising in Hong Kong. No provision for Hong Kong profits tax was made as the Group had no assessable profits arising in Hong Kong during the Period (2015: Nil).

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

Australia: The Group’s subsidiaries incorporated in Australia were subject to Australian income tax at a rate of 30% (2015: 30%).

Indonesia: The corporate tax rate applicable to the subsidiary which is operating in Indonesia was 30% (2015: 30%). The Group’s subsidiary owning a participating interest in the oil and gas properties in Indonesia was subject to branch tax at the effective tax rate of 14% (2015: 14%).

China: The Group’s subsidiaries registered in China were subject to corporate income tax at a rate of 25% (2015: 25%).

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.

– 10 –

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

The calculation of the basic earnings per share amount was based on the profit for the Period attributable to ordinary shareholders of the Company of HK$102,007,000 (2015: a loss of HK$850,345,000) and the weighted average number of ordinary shares in issue during the Period, which was 7,857,727,149 (2015: 7,868,527,149) shares.

The calculation of the diluted earnings per share amount was 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 was 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.

No adjustment was made to the basic earnings per share amount presented for the Period in respect of a dilution as there were no dilutive potential ordinary shares arising from share options as the average share price of the Company during the Period did not exceed the exercise price of the then outstanding share options.

No adjustment was made to the basic loss per share amount presented for the six months ended 30 June 2015 in respect of a dilution as the share options outstanding during the prior period had an anti-dilutive effect on the basic loss per share amount presented.

9. DIVIDEND

The Board has resolved not to pay an interim dividend for the Period (2015: Nil).

10. TRADE RECEIVABLES

An aged analysis of the trade receivables, 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 2016
Unaudited
HK$’000
262,996
35,978
32,951
70,795
402,720
31 December 2015
Audited
HK$’000
298,782
50,984
61,671
71,513
482,950

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

11. ACCOUNTS PAYABLE

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

Within one month
One to three months
Over three months
30 June 2016
Unaudited
HK$’000
245,213

64,655
309,868
31 December 2015
Audited
HK$’000
365,881
6,428
77,509
449,818

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

– 11 –

BUSINESS REVIEW AND OUTLOOK

Review

The global energy and commodities markets experienced fluctuations in prices which continued to pose significant challenges to the Group’s operations. Despite some signs of recovery, energy and commodities prices remained weak throughout the Period compared to 1H 2015. Supported largely by temporary supply interruptions in certain oil producing countries, crude oil prices rallied to around US$50 a barrel in June 2016, but still hovered at relatively low levels.

In view of continuing low energy and commodities prices, the Group has devoted its efforts to improving production efficiency and exercising increased vigilance on costs across its operations. These initiatives have, to a certain extent, helped alleviate the negative impact of low prices on the Group’s financial performance. Attributable to the fair value gain in respect of its interest in AWC, a share of profit with respect to its interest in CCEL and the gain on disposal of certain coal interests, the Group managed to achieve a turnaround in financial results and recorded a profit attributable to shareholders for the Period.

Part of the Group’s ongoing business strategy is to achieve long-term growth by pursuing suitable investment opportunities. To facilitate this, in June 2016, the Group took a strategic move to sign a non-binding memorandum of understanding with ITOCHU Corporation, which enables the Group and ITOCHU Corporation to collaborate on the identification, review and co-acquisition and co-investment of suitable oil and gas exploration and production assets and projects. The Group believes that this strategic cooperation will allow both parties to gain better access to quality business opportunities leading to enhanced corporate value in the long term.

Crude oil

The Group’s oil production improved during the Period when compared to 1H 2015. Overall, average daily production from its three oilfields reached 50,840 barrels (100% basis), representing a year-on-year increase of 4%. While the Group’s crude oil segment recorded a loss due primarily to prevailing low oil prices, the Group recorded a share of profit with respect to its interest in CCEL, a joint venture through which the Group owns, manages and operates the Karazhanbas oilfield in Kazakhstan.

The Karazhanbas oilfield remained the largest contributor to the Group’s oil production during the Period, with an average daily production of 38,600 barrels (100% basis), a slight drop of 2% when compared to 1H 2015. Attributable to a couple of factors including reductions in export duty and rent tax, the Karazhanbas oilfield managed to achieve a turnaround in financial results amid market volatility, enabling the Group to record a share of profit for the Period.

One of the key objectives at the Yuedong oilfield in China is to promote suitable oil recovery methods to further enhance production. Following favorable results from the deployment of thermal recovery in 2015, the Group has utilised this method on a more extensive scale within the Yuedong oilfield during the Period, resulting in a boost to average daily production by 18% to 8,170 barrels (100% basis) when compared to 1H 2015.

Attributable to the commencement of production of new development wells in the Oseil area, average daily production at the Seram Block in Indonesia grew by 40% year-on-year to 4,070 barrels (100% basis) during the Period.

– 12 –

Metals

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

The Group’s equity interest in AWC is classified as financial asset at fair value through profit or loss. As the closing price of AWC shares as at the end of the Period was higher than that as at the end of 2015, the Group recorded a fair value gain in respect of its interest in AWC.

The selling prices of aluminium remained at low levels throughout the Period. Consequently, despite steady sales volume, the Group’s aluminium smelting segment recorded a decline in revenue and operating result when compared to 1H 2015.

During the Period, the performance of CDH continued to be adversely affected by, among other things, low selling prices of major manganese products. Notwithstanding this, attributable to a decrease in unit cost of production, more stringent cost control measures and a smaller provision for inventories compared to 1H 2015, CDH recorded an improved operating result and thus the Group recorded a reduced share of loss for the Period with respect to its interest in CDH.

Coal

The Group has participating interests in the Coppabella and Moorvale coal mines joint venture and a number of coal exploration operations in Australia.

The global coal market remained sluggish and placed strong pressure on the Group’s coal segment. Due to lower sales volume and average selling price of coal, this segment recorded a decrease in revenue. Nevertheless, operating result slightly improved attributable to reduced operating costs.

During the Period, the Group disposed of certain coal interests and a gain was realised.

Import and export of commodities

The lacklustre commodities markets continued to weigh on the Group’s import and export of commodities business. As market and operating conditions remained stringent during the Period, this segment recorded a material decrease in both revenue and profit when compared to 1H 2015.

Outlook

Despite recent signs pointing to a recovery in prices, the energy and commodities markets look likely to remain volatile in the near term against the backdrop of a downbeat global economic outlook, unstable market fundamentals and increasing geopolitical tensions. While the demand and supply of crude oil market are gradually moving into balance, the Group will closely monitor the downside risks and take necessary measures to safeguard the interests of shareholders and investors.

In the face of the challenging operating environment, the Group will redouble its efforts to raise productivity and exercise strict capital discipline across its businesses. To optimise its existing business investments and foster sustainable growth, the Group will continue with its endeavours to strengthen its research and development capabilities.

The Group is taking a number of strategic initiatives to position itself to better withstand market volatility. Leveraging on the unswerving support from CITIC Limited, the Group will review methods to realise the real worth of its investments and seek potential quality investment opportunities to maximise economic benefits for shareholders.

– 13 –

LIQUIDITY, FINANCIAL RESOURCES AND CAPITAL STRUCTURE

Cash

As at 30 June 2016, the Group had cash and cash equivalents of HK$1,229.3 million.

Borrowings

As at 30 June 2016, the Group had total debt of HK$7,790.9 million, which comprised:

  • unsecured bank loans of HK$7,758.3 million; and

  • finance lease payables of HK$32.6 million.

Most of the transactions of the Group’s import and export of commodities business are debt funded. However, in contrast to term loans, these 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 September 2012, the Company entered into a facility agreement with a bank in respect of an unsecured 5-year term loan facility of US$40 million (HK$312 million) (the “ A Loan ”) to finance the general corporate funding requirements of the Company. The outstanding balance of the A Loan as at 30 June 2016 was US$40 million.

In March 2014, the Company entered into a facility agreement with a syndicate of financial institutions in respect of an unsecured term loan facility (the “ B Loan ”) to part finance the repayment of the Group’s US$1,000,000,000 6.75% senior notes due 2014. The B Loan has a total facility amount of US$310 million (HK$2,418 million) and a tenor of three years commencing from the date of first utilisation, being 12 May 2014. The outstanding balance of the B Loan as at 30 June 2016 was US$310 million.

In June 2015, the Company entered into a facility agreement with a syndicate of financial institutions in respect of an unsecured term loan facility of US$490 million (HK$3,822 million) (the “ C Loan ”). The C Loan has two tranches, Tranche A and Tranche B, in the respective amounts of US$380 million (HK$2,964 million) and US$110 million (HK$858 million). The proceeds of Tranche A were used to finance the repayment of an unsecured term loan facility of US$380 million that matured in June 2015. Tranche A has a tenor of three years commencing from the date of utilisation, being 29 June 2015. The proceeds of Tranche B were used to finance the general corporate funding requirements of the Company. Tranche B has a tenor of three years commencing from the date of first utilisation, being 31 December 2015. The outstanding balance of the C Loan as at 30 June 2016 was US$490 million.

The Group leases certain of its plant and machinery for its coal mine operations. The leases are

classified as finance leases.

As at 30 June 2016, the Group’s net debt to net total capital was 61.2% (31 December 2015: 61.1%). Of the total debt, HK$3,700.8 million was repayable within one year, including the outstanding balance of the B Loan, short-term revolvers and trade finance.

Share capital

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

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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, embedded derivatives and an electricity hedge agreement. Their purpose is to manage the foreign currency risk, price risk, interest rate risk and inflation risk arising from the Group’s operations and 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 2016, the Group had around 340 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.

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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 senior management of the Company.

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

Hong Kong, 29 July 2016

As at the date hereof, Mr. Kwok Peter Viem; Mr. Suo Zhengang; Mr. Sun Yang and Ms. Li So Mui are executive directors of the Company, Mr. Ma Ting Hung is a non-executive director of the Company, and Mr. Fan Ren Da, Anthony; Mr. Gao Pei Ji and Mr. Look Andrew are independent non-executive directors of the Company.

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