TIDMPCGB

RNS Number : 8957E

Power Capital Global Ltd

07 June 2012

For immediate release: 7 June 2012

Power Capital Global Limited

("Power Capital Global" or the "Company")

Audited results for the year ended 31 December 2011

Power Capital Global Limited (AIM:PCGB), the Asia based natural resources trading and logistics business, has today published its audited results for the year ended 31 December 2011.

Operational Highlights from Period

   --    Test steam coal shipments from Indonesia completed in first half of year; 
   --    Strategic review of operations undertaken in second half of year; 

-- Decision reached to run a parallel investment programme into partner businesses that offer potential in-market access to commodity trading opportunities in China which might otherwise be inaccessible to the Company;

-- US$2.0m twelve month loan facility secured from Power Capital Forex Management Limited ("PCFM") and replaced post period by a US$6.0m twelve month facility from PCFM bearing interest of LIBOR plus 3%; PCFM is a company under the control of Mr. Kung-Min Lin and deemed to be a related party transaction for the purposes of Rule 13 of the AIM Rules for Companies*.

Post Period Highlights

   --    Appointment of Tom Young as COO; 

-- First investment completed - a 1.2% stake in Mongolia's leading foreign investment conglomerate, Asia Pacific Investment Partners Limited;

-- Due diligence currently being undertaken into second potential investment target, TSI Holdings Limited;

   --    Indonesia steam coal export trading operations being renewed; 
   --    Phosphate industry opportunities identified in Leibo County, Sichuan Province. 

Chairman of Power Capital Global, Kung-Min Lin, commented:

"We believe that these important development activities, specifically in the past six months following the completion of our comprehensive strategic review, have substantially advanced the Company in its pursuit of a plan to build Power Capital Global into a highly regarded Asian commodity trading business.'

A full copy of the 2011 Report and Accounts is available for download from the Company's web site: www.powercapitalglobal.com

Note to Highlights

* On 28 May 2012, the Group secured agreement for a US$6 million twelve month loan facility from Power Capital Forex Management Limited, a company under the control of Mr. Lin Kung-Min, the Company's non-executive chairman and ultimate controlling party, to be drawn by the Company to fund its investing and operating expenditure requirements. This loan facility bears interest at LIBOR plus 3% per annum and replaces a US$2 million facility agreement which was entered into directly with Power Capital Forex Management Limited on 14 September 2011.

The loan facility is deemed to be a related party transaction for the purposes of Rule 13 of the AIM Rules for Companies. The directors, other than Mr. Lin Kung-Min who has taken no part in the Board's consideration of the loan facility, consider, having consulted with Northland Capital Partners Limited, the Company's Nominated Adviser, that the terms of the loan facility with Power Capital Forex Management Limited are fair and reasonable so far as the shareholders of the Company are concerned.

In addition to the new US$6m facility the Company has a further US$2m facility with Power Capital Forex Management Limited as announced on 16 May 2012. This US$2m facility has been fully drawn down and was used to fund the investment into Asia Pacific Investment Partners Limited.

 
 Further information 
 
 Power Capital Global Limited 
 Simon Dewhurst                     Tel: +852 9181 9938 
 
 Northland Capital Partners 
  Limited 
 Luke Cairns, Edward Hutton         Tel: +44 (0)20 7796 8800 
 
 GTH Communications Limited 
 Toby Hall, Suzanne Johnson-Walsh   Tel: +44 (0)20 3103 3900 
 

Chairman's Statement

The year ended 31 December 2011 has been one of continued investment into the development of an Asia based natural resources trading and logistics platform.

As reported at the interim, the Company completed two test trades of steam coal sourced from Indonesia during the first half of 2011, for a total delivered volume of approximately 70,000 metric tonnes. Failure by our local Indonesian supplier to meet stringent quality standards, together with a weakening environment for steam coal prices into a partial economic slowdown in China, caused disruption to the financial performance of this trading activity and management determined to temporarily cease any further trading of Indonesian sourced coal until market conditions improved and a more reliable supply chain could be structured.

Following the recent appointment of a Chief Operating Officer (Tom Young) in March of this year, the Company renewed its development of steam coal export trading operations in Indonesia, leveraging off Tom's twelve years experiences in various project development and management roles for natural resource companies in Asia.

Following a comprehensive strategic review in the second half of 2011, management determined to develop a parallel investment program into partner companies that would offer the Company in-market access to commodity trading opportunities which might otherwise be inaccessible. Specifically, this strategy was evolved to target two types of direct investment opportunity; (i) businesses with technology based solutions targeted at top tier mining producers in the key commodity supply markets serving China; and (ii) companies in frontier areas with well-developed and identifiable market advantage related to mineral mining license and off-take opportunities.

At the time of writing this report, the Company has completed one investment and initiated a second.

In May 2012, the Company announced that it has subscribed, through its wholly owned subsidiary PCG Mongolia Limited, for a 1.2% equity stake in Asia Pacific Investment Partners Limited ("APIP").

The Company believes that this direct investment in Mongolia's leading foreign invested conglomerate will provide the Company with fast track opportunities in the burgeoning natural resources sector in Mongolia. APIP owns the third largest cement producer in Mongolia, with total production of 34,000 tons in 2011 and a total plant capacity of 80,000 tons. The Company has already signed a framework agreement for the supply of cement clinker to APIP, sourced from the Inner Mongolia region of China. A number of other trading and development opportunities with APIP are under investigation.

The Company had previously announced in March 2012 that it had signed a term sheet to subscribe for an equity stake in TSI Holdings Limited ("TSI"). The subscription is subject to, inter alia, due diligence which is nearly complete.

TSI is a specialist supplier of "low cost economy" manufactured products to the international rail transport and mining industries, with a broad client base including major companies such as Bombardier, British Aerospace and Rio Tinto. TSI has recently secured various opportunities to scale its business through the design, construction and supply of specialised bulk material containers and modular accommodation to the mining industry. It is the intention of the Company to leverage its direct investment in TSI into various opportunities including commodity off-take agreements with TSI's mining clients in Australia, and rail development opportunities in Mongolia.

In addition to these investment opportunities, the Company has recently been engaged by the Leibo County government (Sichuan Province, China) to advise on a possible restructuring of its phosphate industry. The Company has recently presented its recommendations and has identified significant business development opportunities as a consequence of this engagement.

We believe that these important development activities, specifically in the past six months following the completion of our comprehensive strategic review have substantially advanced the Company in its pursuit of a plan to build Power Capital Global into a highly regarded Asian commodity trading business.

Lin Kung-Min

Chairman

7 June 2012

Consolidated Statement of Comprehensive Income

For The Year Ended 31 December 2011

 
 
 
 
                                                Notes          2011         2010 
                                                                GBP          GBP 
 Revenue                                          2       1,566,232            - 
 Cost of sales                                          (2,281,063)            - 
                                                       ------------  ----------- 
 Gross loss                                               (714,831)            - 
 
 Administrative expenses                                (1,135,068)    (301,475) 
                                                       ------------  ----------- 
 Operating loss                                         (1,849,899)    (301,475) 
 
 Other income                                     2               3        4,713 
 Finance costs                                    4       (217,985)            - 
                                                       ------------  ----------- 
 Loss before taxation                             5     (2,067,881)    (296,762) 
 Income tax expense                               6               -            - 
                                                       ------------  ----------- 
 Loss for the year after 
  taxation                                              (2,067,881)    (296,762) 
 Other comprehensive income                                       -            - 
                                                       ------------  ----------- 
 Total comprehensive expenses                           (2,067,881)    (296,762) 
                                                       ============  =========== 
 Loss per share (basic)                           7      (GBP0.036)   (GBP0.005) 
                                                       ============  =========== 
 
 
 Loss per share (diluted)                  7   N/A   N/A 
                                              ====  ==== 
 

The accompanying accounting policies and notes form an integral part of these financial statements.

Consolidated Statement of Financial Position

As At 31 December 2011

 
 
                                                      Notes            2011            2010 
                                                                        GBP             GBP 
 Non-current assets 
 Property, plant and equipment                      10               68,655               - 
                                                             --------------  -------------- 
  Current assets 
 Trade and other receivables                        11               51,770           1,275 
 Cash and cash equivalents                                          100,879       1,333,372 
                                                             --------------  -------------- 
                                                                    152,649       1,334,647 
 Current liabilities 
 Other payables and accruals                                        205,869          31,771 
 Amount due to a related 
  company                                           13              787,940           7,500 
                                                             --------------  -------------- 
                                                                    993,809          39,271 
 Net current 
  (liabilities)/assets                                            (841,160)       1,295,376 
                                                             --------------  -------------- 
 Net (liabilities)/assets                                         (772,505)       1,295,376 
                                                             ==============  ============== 
  Equity 
 Paid in Capital                                    14            2,982,826       2,982,826 
 Reserves                                                       (3,755,331)     (1,687,450) 
                                                             --------------  -------------- 
 (Capital deficiencies)/Total 
  equity                                                          (772,505)       1,295,376 
                                                             ==============  ============== 
 
 

The financial statements were approved by the Board of Directors and signed on its behalf by:

Simon Dewhurst

Director

7 June 2012

The accompanying accounting policies and notes form an integral part of these financial statements.

Company Statement of Financial Position

As At 31 December 2011

 
 
                                             Notes           2011          2010 
                                                              GBP           GBP 
 Non-current assets 
 Investments in subsidiaries                   9                3             2 
                                                     ------------  ------------ 
  Current assets 
 Trade and other receivables                   11               -         1,275 
 Amounts due from subsidiaries                12          388,187       454,235 
 Cash and cash equivalents                                 44,417       878,996 
                                                     ------------  ------------ 
                                                          432,604     1,334,506 
 Current liabilities 
 Other payables and accruals                               49,994        25,871 
 Amounts due to subsidiaries                  12                -         6,000 
                                                     ------------  ------------ 
                                                           49,994        31,871 
 Net current assets                                       382,610     1,302,635 
                                                     ------------  ------------ 
 Net assets                                               382,613     1,302,637 
                                                     ============  ============ 
  Equity 
 
 Paid-in Capital                              14        2,982,826     2,982,826 
 Reserves                                             (2,600,213)   (1,680,189) 
                                                     ------------  ------------ 
 Total equity                                             382,613     1,302,637 
                                                     ============  ============ 
 
 

The financial statements were approved by the Board of Directors and signed on its behalf by:

Simon Dewhurst

Director

7 June 2012

The accompanying accounting policies and notes form an integral part of these financial statements.

Consolidated Statement of Cash flows

For The Year Ended 31 December 2011

 
                                              Notes           2011        2010 
                                                               GBP         GBP 
  Cash flows from operating activities 
  Loss before taxation                                 (2,067,881)   (296,762) 
  Adjustments for: 
  Depreciation of property, plant 
   and equipment                                            15,596           - 
  Interest received                             2              (3)     (4,713) 
  Finance costs                                 4          217,985           - 
                                                      ------------  ---------- 
  Operating cash flows before movements 
   in working capital                                  (1,834,303)   (301,475) 
 
   Increase in trade and other receivables                (50,495)        (45) 
  Increase in other payables and accruals                  154,805      17,221 
  Net cash used in operating activities                (1,729,993)   (284,299) 
                                                      ------------  ---------- 
 
  Cash flows from investing activities 
  Additions of property, plant and 
   equipment                                              (84,251)           - 
  Interest received                                              3       4,713 
                                                      ------------  ---------- 
 Net cash (used in)/generated from 
  investing activities                                    (84,248)       4,713 
                                                      ------------  ---------- 
 
  Cash flows from financing activities 
  Loans from a related company                             831,373           - 
  Repayments of loans from a related 
   company                                                (50,933)           - 
  Short term loans from third parties                    1,878,151           - 
  Repayment of short term loans from 
   third parties                                       (1,878,151)           - 
  Interest paid                                          (198,692)           - 
                                                      ------------  ---------- 
  Net cash generated from financing 
   activities                                              581,748           - 
 
  Decrease in cash and cash equivalents                (1,232,493)   (279,586) 
  Cash and cash equivalents at beginning 
   of the year                                           1,333,372   1,612,958 
 
   Cash and cash equivalents at end 
   of the year                                             100,879   1,333,372 
                                                      ============  ========== 
 
   Cash and cash equivalents consist 
   of: 
  Cash at bank and in hand                                 100,879   1,333,372 
                                                      ============  ========== 
 
 

The accompanying accounting policies and notes form an integral part of these financial statements.

Company Statement of Cash flows

For The Year Ended 31 December 2011

 
                                                                         2011         2010 
                                                                          GBP          GBP 
  Cash flows from operating activities 
  Loss before taxation                                              (920,024)    (294,788) 
  Adjustment for: 
  Interest received                                                         -      (4,698) 
                                                             ----------------  ----------- 
  Operating cash flows before movements 
   in working capital                                               (920,024)    (299,486) 
 
 
   Decrease in trade and other receivables                              1,275       11,867 
  Decrease in amounts due from subsidiaries                            66,048            - 
  Increase in other payables and accruals                              24,123       13,761 
  Decrease in amounts due to subsidiaries                             (6,000)            - 
  Net cash used in operating activities                             (834,578)    (273,858) 
 
  Cash flows from investing activities 
  Increase in Investments in subsidiaries                                 (1)            - 
  Interest received                                                         -        4,698 
                                                             ----------------  ----------- 
 Net cash (used in)/generated from 
  investing activities                                                    (1)        4,698 
                                                             ----------------  ----------- 
 
  Decrease in cash and cash equivalents                             (834,579)    (269,160) 
  Cash and cash equivalents at beginning 
   of the year                                                        878,996    1,148,156 
 
   Cash and cash equivalents at end 
   of the year                                                         44,417      878,996 
                                                             ================  =========== 
 
   Cash and cash equivalents consist 
   of: 
  Cash at bank and in hand                                             44,417      878,996 
                                                             ================  =========== 
 
 

The accompanying accounting policies and notes form an integral part of these accounts.

Consolidated Statement of Changes In Equity

For The Year Ended 31 December 2011

 
 
                                       Share    Accumulated         Total 
                                     capital         losses 
                                         GBP            GBP           GBP 
 
  At 1 January 2010                2,982,826    (1,390,688)     1,592,138 
 Loss for the year                         -      (296,762)     (296,762) 
 
  Other comprehensive income               -              -             - 
                                 -----------  -------------  ------------ 
 
 Total comprehensive expenses              -      (296,762)     (296,762) 
                                 -----------  -------------  ------------ 
 
  At 31 December 2010 and 
  1 January 2011                   2,982,826    (1,687,450)     1,295,376 
 
  Loss for the year                        -    (2,067,881)   (2,067,881) 
 
  Other comprehensive income               -              -             - 
                                 -----------  -------------  ------------ 
 
  Total comprehensive expenses             -    (2,067,881)   (2,067,881) 
 
  At 31 December 2011              2,982,826    (3,755,331)     (772,505) 
                                 ===========  =============  ============ 
 

The accompanying accounting policies and notes form an integral part of these financial statements.

Company Statement of Changes In Equity

For The Year Ended 31 December 2011

 
                                       Share    Accumulated        Total 
                                     capital         losses 
                                         GBP            GBP          GBP 
 
  At 1 January 2010                2,982,826    (1,385,401)    1,597,425 
 
 Loss for the year                         -      (294,788)    (294,788) 
 
  Other comprehensive income               -              -            - 
                                 -----------  -------------  ----------- 
 
 Total comprehensive expenses              -      (294,788)    (294,788) 
                                 -----------  -------------  ----------- 
 
  At 31 December 2010 and 
  1 January 2011                   2,982,826    (1,680,189)    1,302,637 
 
  Loss for the year                        -      (920,024)    (920,024) 
 
  Other comprehensive income               -              -            - 
                                 -----------  -------------  ----------- 
 
  Total comprehensive expenses             -      (920,024)    (920,024) 
 
  At 31 December 2011              2,982,826    (2,600,213)      382,613 
                                 ===========  =============  =========== 
 
 
 
 

The accompanying accounting policies and notes form an integral part of these financial statements.

Notes To The Financial Statements

For The Year Ended 31 December 2011

   1          Accounting Policies 

Basis of accounting

The financial statements of Power Capital Global Limited on pages 6 to 32 have been prepared in accordance with International Financial Reporting Standards ("IFRSs") which collective term includes all applicable individual International Financial Reporting Standards, International Accounting Standards and Interpretations issued by the International Accounting Standards Board (the "IASB"), as adopted by the European Union.

The significant accounting policies adopted are detailed below:

Accounting convention

The accounts have been prepared under the historical cost convention.

Going concern basis

As at 31 December 2011, the Group had net current liabilities of GBP841,160. Taking into consideration the financial resources available to the Group, including internal generated funds and the continuing financial support of its major shareholder, the directors of the Company consider that the Group will have sufficient financial resources to finance its working capital requirements for the foreseeable future and accordingly, have prepared the financial statements on a going concern basis notwithstanding the net current liabilities position of the Group.

On 28 May 2012, the Group secured agreement for a US$6 million twelve month loan facility from Power Capital Forex Management Limited, a company under the control of Mr. Lin Kung-Min, the ultimate controlling party of the Company, to be drawn by the Company to fund its investing and operating expenditure requirements. This loan facility bears interest at LIBOR plus 3% per annum and replaces an existing US$2 million facility agreement which was entered with the same lender on 14 September 2011.

Power Capital Forex Management Limited has confirmed to the Directors of the Company that it is committed to providing financial support to the extent necessary, to enable the Group to meet its liabilities as and when they fall due for at least twelve months from the date that these financial statements are approved by the directors.

Consolidation basis

The Group financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) prepared to 31 December each year. Control is achieved where the Company has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities. In assessing control, the Group takes into consideration the existence and effect of potential voting rights that currently are exercisable or convertible.

The results of subsidiaries acquired or disposed of during the year are included in the consolidated statement of comprehensive income from the effective date of acquisition or up to the effective date of disposal, as appropriate.

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

All intra-group transactions and balances and any unrealised gains and losses arising from intra-group transactions are eliminated in preparing the consolidated financial statements.

Subsidiaries

Subsidiaries are entities over which the Group has the power to control the financial and operating policies so as to obtain benefits from their activities. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity.

In consolidated financial statements, acquisition of subsidiaries (other than those under common control) is accounted for by applying the acquisition method. This involves the estimation of fair value of all identifiable assets and liabilities, including contingent liabilities of the subsidiary, at the acquisition date, regardless of whether or not they were recorded in the financial statements of the subsidiary prior to acquisition. On initial recognition, the assets and liabilities of the subsidiary are included in the consolidated statement of financial position at their fair values, which are also used as the bases for subsequent measurement in accordance with the Group's accounting policies.

In the Company's statement of financial position, subsidiaries are carried at cost less any impairment loss unless the subsidiary is held for sale or included in a disposal group. The results of subsidiaries are accounted for by the Company on the basis of dividends received and receivable at the reporting date.

All dividends whether received out of the investee's pre or post-acquisition profits are recognised in the Company's profit or loss.

Revenue recognition

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

Sales of goods are recognised when goods are delivered and title has passed.

Interest income, is calculated using the effective interest method by applying the rate that discounts the estimated future cash receipts through the expected life of the financial instrument or a shorter period, when appropriate, to the net carrying amount of the financial asset.

Impairment of non-financial assets

When an indication of impairment exists, or when annual impairment testing for an asset is required (other than financial assets), the asset's recoverable amount is estimated. An asset's recoverable amount is calculated as the higher of the asset's or cash-generating unit's value in use and its fair value less costs to sell, and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets, in which case the recoverable amount is determined for the cash-generating unit to which the asset belongs.

An impairment loss is recognised only if the carrying amount of an asset exceeds its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. An impairment loss is charged to profit or loss in the period in which it arises.

An assessment is made at the end of each reporting period as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such an indication exists, the recoverable amount is estimated. A previously recognised impairment loss of an asset is reversed only if there has been a change in the estimates used to determine the recoverable amount of that asset, but not to an amount higher than the carrying amount that would have been determined (net of any depreciation/amortisation) had no impairment loss been recognised for the asset in prior years. A reversal of such an impairment loss is credited to profit or loss in the period in which it arises.

Property, plant and equipment

Property, plant and equipment, other than construction in progress, are stated at cost less accumulated depreciation and any accumulated impairment losses. The cost of an item of property, plant and equipment comprises its purchase price and any directly attributable costs of bringing the asset to its working condition and location for its intended use.

Depreciation is calculated on the straight-line basis to write off the cost of each item of property, plant and equipment, other than construction in progress, to its residual value over its estimated useful life, as follows:

 
    Furniture, fixtures and equipment    20% 
    Electronic equipment                 331/3% 
     Computer equipment                   331/3% 
 
 

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at least at the end of each reporting period.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss on disposal or retirement recognised in profit or loss in the period the asset is derecognised is the difference between the net sales proceeds and the carrying amount of the relevant asset.

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other costs, such as repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.

Leases

An arrangement, comprising a transaction or a series of transactions, is or contains a lease if the Group determines that the arrangement conveys a right to use a specific asset or assets for an agreed period of time in return for a payment or a series of payments. Such a determination is made based on an evaluation of the substance of the arrangement and is regardless of whether the arrangement takes the legal form of a lease.

Classification of assets leased to the Group

Assets that are held by the Group under leases which transfer to the Group substantially all the risks and rewards of ownership are classified as being held under finance leases. Leases which do not transfer substantially all the risks and rewards of ownership to the Group are classified as operating leases.

Operating lease charges as the lessee

Where the Group has the right to use of assets held under operating leases, payments made under the leases are charged to profit or loss on a straight-line basis over the lease terms except where an alternative basis is more representative of the time pattern of benefits to be derived from the leased assets. Lease incentives received are recognised in profit or loss as an integral part of the aggregate net lease payments made.

Financial assets

The Group's financial assets are classified into loans and receivables.

Management determines the classification of its financial assets at initial recognition depending on the purpose for which the financial assets were acquired and where allowed and appropriate, re-evaluates this designation at the end of reporting period.

All financial assets are recognised when, and only when, the Group becomes a party to the contractual provisions of the instrument. Regular way purchases of financial assets are recognised on trade date.

Derecognition of financial assets occurs when the rights to receive cash flows from the instruments expire or are transferred and substantially all of the risks and rewards of ownership have been transferred.

At the end of each reporting period, financial assets are reviewed to assess whether there is objective evidence of impairment. If any such evidence exists, impairment loss is determined and recognised based on the classification of the financial asset.

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loans and receivables are initially recognised at fair value plus directly attributable transaction costs and subsequently measured at amortised cost using the effective interest method, less any impairment losses. Amortised cost is calculated taking into account any discount or premium on acquisition and includes fees that are an integral part of the effective interest rate and transaction cost.

At the end of each reporting period, financial assets are reviewed to determine whether there is any objective evidence of impairment.

Objective evidence of impairment of individual financial assets includes observable data that comes to the attention of the Group about one or more of the following loss events:

         -   significant financial difficulty of the debtor; 
   -   a breach of contract, such as a default or delinquency in interest or principal payments; 

- it becoming probable that the debtor will enter bankruptcy or other financial reorganisation; and

- significant changes in the technological, market, economic or legal environment that have an adverse effect on the debtor.

Loss events in respect of a group of financial assets include observable data indicating that there is a measurable decrease in the estimated future cash flows from the group of financial assets. Such observable data includes but not limited to adverse changes in the payment status of debtors in the group and, national or local economic conditions that correlate with defaults on the assets in the group.

If there is objective evidence that an impairment loss on financial assets has been incurred, the amount of the loss is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset's original effective interest rate (i.e. the effective interest rate computed at initial recognition). The amount of the loss is recognised in profit or loss of the period in which the impairment occurs.

If, in subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed to the extent that it does not result in a carrying amount of the financial asset exceeding what the amortised cost would have been had the impairment not been recognised at the date the impairment is reversed. The amount of the reversal is recognised in profit or loss of the period in which the reversal occurs.

Financial liabilities

The Group's financial liabilities include other payables and accruals and amount due to a related company.

Financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument. All interest related charges are recognised as finance costs in profit or loss.

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.

All the Group's financial liabilities are recognised initially at their fair value, net of directly attributable transaction costs incurred and subsequently measured at amortised cost, using the effective interest method.

Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and in hand, demand deposits with banks and short term highly liquid investments with original maturities of three months or less that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.

Accounting for income tax

Income tax comprises current tax and deferred tax.

Current income tax assets and/or liabilities comprise those obligations to, or claims from, fiscal authorities relating to the current or prior reporting period, that are unpaid at the end of reporting period. They are calculated according to the tax rates and tax laws applicable to the fiscal periods to which they relate, based on the taxable profit for the year. All changes to current tax assets or liabilities are recognised as a component of income tax expense in profit or loss.

Deferred tax is calculated using the liability method on temporary differences at the end of reporting period between the carrying amounts of assets and liabilities in the Financial Information and their respective tax bases. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are recognised for all deductible temporary differences, tax losses available to be carried forward as well as other unused tax credits, to the extent that it is probable that taxable profit, including existing taxable temporary difference, will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be utilised.

Deferred tax assets and liabilities are not recognised if the temporary difference arises from goodwill or from initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither taxable nor accounting profit or loss.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries, except where the Group is able to control the reversal of the temporary differences and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax is calculated, without discounting, at tax rates that are expected to apply in the period the liability is settled or the asset realised, provided they are enacted or substantively enacted at the end of reporting period.

Changes in deferred tax assets or liabilities are recognised in profit or loss, or in other comprehensive income or directly in equity if they relate to items that are charged or credited to other comprehensive income or directly to equity.

Current tax assets and current tax liabilities are presented in net if, and only if,

   (a)        the Group has the legally enforceable right to set off the recognised amounts; and 

(b) intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

The Group presents deferred tax assets and deferred tax liabilities in net if, and only if,

(a) the entity has a legally enforceable right to set off current tax assets against current tax liabilities; and

(b) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either:

   (i)         the same taxable entity; or 

(ii) different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

Retirement benefits and pensions schemes

Retirement benefits to employees are provided through defined contribution plans. The Group operates a defined contribution retirement benefit plan under the Mandatory Provident Fund Schemes Ordinance (the "MPF Scheme"), for all of its employees who are eligible to participate in the MPF Scheme. Contributions are made based on a percentage of the employees' basic salaries.

Contributions are recognised as an expense in profit or loss as employees render services during the year. The Group's obligations under these plans are limited to the fixed percentage contributions payable.

Foreign currencies

The financial statements are presented in Pounds Sterling. Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency. The functional currency of the Company is Pounds Sterling.

In the individual financial statements of the consolidated entities, foreign currency transactions are translated into the functional currency of the individual entity using the exchange rates prevailing at the dates of the transactions. At reporting date, monetary assets and liabilities denominated in foreign currencies are translated at the foreign exchange rates ruling at that date. Foreign exchange gains and losses resulting from the settlement of such transactions and from the reporting date retranslation of monetary assets and liabilities are recognised in profit or loss.

Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the date when the fair value was determined and are reported as part of the fair value gain or loss. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

In the consolidated financial statements, all individual financial statements of foreign operations, originally presented in a currency different from the Group's presentation currency, have been converted into Pounds Sterling.

Assets and liabilities have been translated into Pounds Sterling at the closing rates at the reporting date. Income and expenses have been converted into Pounds Sterling at the exchange rates ruling at the transaction dates or at the average rates over the reporting period provided that the exchange rates do not fluctuate significantly.

Any differences arising from this procedure have been recognised in other comprehensive income and accumulated separately in the exchange reserve in equity.

Segment reporting

The Group identifies operating segments and prepares segment information based on the regular internal financial information reported to the executive directors for their decisions about resources allocation to the Group's business components and for their review of the performance of those components. The business components in the internal financial information reported to the executive directors are determined following the Group's major operations.

The measurement policies the Group uses for reporting segment results under IFRS 8 are the same as those used in its financial statements prepared under IFRSs.

Significant judgements and estimates

The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities. However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amounts of the assets or liabilities affected in the future.

The key assumptions concerning the future and other key sources of estimation uncertainty at the end of the reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below.

Impairment of receivables

The provision policy for doubtful debts of the Group is based on the on-going evaluation of the collectability and ageing analysis of the outstanding receivables and on the management's judgment. A considerable amount of judgment is required in assessing the ultimate realisation of these receivables, including creditworthiness and the past collection history of each customer and the related parties. If the financial conditions of the customers and other debtors of the Group were to deteriorate, resulting in an impairment of their ability to make payments, additional impairment may be required.

Estimated useful lives of property, plant and equipment

In determining the useful lives of property, plant and equipment, the Group has to consider various factors, such as expected usage of the asset, expected physical wear and tear, the care and maintenance of the asset, and legal or similar limits on the use of the asset. The estimation of the useful life of the asset is made based on the experience of the Group with similar assets that are used in a similar way. Depreciation charge is revised if the estimated useful lives of items of property, plant and equipment are different from the previous estimation. Useful lives are reviewed, at the end of each reporting period, based on changes in circumstances.

Issued International Financial Reporting Standards ("IFRS")

In the current year, the Group has applied for the first time the following new standards, amendments and interpretations (the "new IFRSs") issued by the IASB and the International Financial Reporting Interpretations Committee of the IASB, which are relevant to and effective for the Group's financial statements for the annual period beginning on 1 January 2011:

- IFRSs (Amendments) Improvements to IFRSs

- IAS 24 (Revised) Related Party Disclosures

Other than as noted below, the adoption of the new IFRSs had no material impact on how the results and financial position for the current and prior periods have been prepared and presented.

IAS 24 (Revised) - Related Party Disclosures

IAS 24 (Revised) amends the definition of related party and clarifies its meaning. This may result in changes to those parties who are identified as being related parties of the reporting entity. The Group has reassessed the identification of its related parties in accordance with the revised definition and concluded that the revised definition does not have any material impact on the Group's related party disclosures in the current and previous years.

IAS 24 (Revised) also introduces simplified disclosure requirements applicable to related party transactions where the Group and the counterparty are under the common control, joint control or significant influence of a government, government agency or similar body. These new disclosures are not relevant to the Group because the Group is not a government related entity.

Issued International Financial Reporting Standards, amendments and interpretations that are not yet effective and that have not been early adopted by the Group

At the date of authorisation of these financial statements, certain new and amended IFRSs have been published but are not yet effective, and have not been adopted early by the Group for the year ended 31 December 2011.

 
 Amendments to IFRS   Disclosures - Transfers of Financial 
  7                    Asset(1) 
 Amendments to IAS    Deferred Tax - Recovery of Underlying 
  12                   Assets(2) 
 Amendments to IAS    Presentation of Items of Other Comprehensive 
  1 (Revised)          Income(3) 
 Amendments to IAS    Presentation - Offsetting Financial 
  32                   Assets and Financial Liabilities(5) 
 Amendments to IFRS   Disclosures - Offsetting Financial 
  7                    Assets and Financial Liabilities(4) 
 IFRS 9               Financial Instruments(6) 
 IFRS 10              Consolidated Financial Statements(4) 
 IFRS 11              Joint Arrangements(4) 
 IFRS 12              Disclosure of Interests in Other Entities(4) 
 IFRS 13              Fair Value Measurement(4) 
 IAS 19 (2011)        Employee Benefits(4) 
 IAS 27 (2011)        Separate Financial Statements(4) 
 
 
 IAS 28 (2011)   Investments in Associates and Joint 
                  Ventures(4) 
 IFRIC -Int 20   Stripping Costs in the Production 
                  Phase of a Surface Mine(4) 
 

(1) Effective for annual periods beginning on or after 1 July 2011

(2) Effective for annual periods beginning on or after 1 January 2012

(3) Effective for annual periods beginning on or after 1 July 2012

(4) Effective for annual periods beginning on or after 1 January 2013

(5) Effective for annual periods beginning on or after 1 January 2014

(6) Effective for annual periods beginning on or after 1 January 2015

The directors of the Company (the "Directors") anticipate that all of the pronouncements will be adopted in the Group's accounting policy for the first period beginning after the effective date of the pronouncement. The Directors are currently assessing the impact of other new and amended IFRSs upon initial application. So far, the Directors have preliminarily concluded that the initial application of these IFRSs is unlikely to have a significant impact on the Group's results and financial position.

   2          Revenue and Other Income 
 
                              2011    2010 
                               GBP     GBP 
 Revenue 
 Sales of coal           1,566,232       - 
 Other income 
 Bank interest income            3   4,713 
                        ----------  ------ 
                         1,566,235   4,713 
                        ==========  ====== 
 
   3          Segment Information 

The Group identifies operating segments and prepares segment information based on the regular internal financial information reported to the executive directors for their decisions about resources allocation to the Group's business components and for their review of the performance of those components. The business components in the internal financial information reported to the executive directors are determined following the Group's major operations.

The Group's operating business are organised and managed separately according to the nature of products, which each segment representing a strategic business segment that offers different natural resources products in Asia market.

However, the Group's executive directors considered that all of the Group's revenue and operating result for both years ended 31 December 2010 and 2011 were mainly derived from its sales of steam coal in Taiwan. Consequently, no operating segment analysis is presented.

The Company is an investment holding company and the principle place of the Group's operation is in Hong Kong.

For the purpose of segment information disclosures under IFRS 8, the Group regarded Hong Kong as its country of domicile. Most of the Group's non-current assets are principally attributable to Hong Kong, being the single geographical region.

Included in revenue arising from the sale of coal in Taiwan, over 99% (2010: Nil) arose from sales to the Group's largest customer. This is the only customer of the Group that contributes 10% or more of the Group's revenues.

   4          FINANCE COSTS 
 
                                          2011   2010 
                                           GBP    GBP 
 Interest on advances from a related 
  company                               19,293      - 
 Interest on short-term loans from 
  third parties                        198,686      - 
 Interest on bank overdraft                  6      - 
                                      --------  ----- 
                                       217,985      - 
                                      ========  ===== 
 
   5          Loss Before Taxation 

Loss before taxation is stated after charging/ (crediting) the following:

 
                                               2011       2010 
                                                GBP        GBP 
 Auditors' remuneration                      19,045      9,400 
 Depreciation of property, plant and 
  equipment                                  15,596          - 
 Staff costs (including directors' 
  emoluments) 
 - Salaries, wages and other benefits       504,250    184,675 
 - contributions to defined contribution 
  retirement plans                            2,292          - 
                                           --------  --------- 
                                            506,542    184,675 
 Operating lease rent                        64,401          - 
 Provision for bad and doubtful debts        40,555          - 
 Write off of bad debts                      25,607          - 
 Exchange loss/ (gain)                       16,747   (15,408) 
                                           ========  ========= 
 
   6          Income Tax Expense 

No Hong Kong profits tax has been provided as the Group had no estimated assessable profits arising in or derived from Hong Kong for both years.

Pursuant to the rules and regulations of the British Virgin Islands ("BVI"), the Group is not subject to any income tax in the BVI.

Reconciliation between income tax expense and accounting loss at applicable tax rates is as follows:

 
                                                  2011        2010 
                                                   GBP         GBP 
 Loss before taxation                      (2,067,881)   (296,762) 
 
   Notional tax at the rates applicable 
    to profits in 
    the jurisdictions concerned              (341,200)    (48,966) 
 Tax effect of non-deductible expenses         160,304      48,966 
   Tax effect of temporary differences 
    not recognised 
    for deferred tax purposes                  (2,696)           - 
 Tax effect of unrecognised tax losses         183,592           - 
                                          ------------  ---------- 
 Income tax expense                                  -           - 
                                          ============  ========== 
 

No deferred tax asset has been recognised in relation to tax loss of approximately HK$13.6 million (i.e. GBP1.1 million) (2010: Nil) due to the unpredictability of the future profit streams.

The Company is resident for corporation tax purposes in the British Virgin Islands.

   7          Loss Per Share 

The basic loss per share has been calculated on the basis of the net loss after taxation of GBP2,067,881 (2010: loss GBP296,762) and the weighted average number of shares in issue as at 31 December 2011 of 57,056,501 (2010: 57,056,501).

Diluted loss per share for the years ended 31 December 2011 and 2010 have not been presented because no dilutive instruments have been issued.

   8          Directors' Emoluments 

The following directors' emoluments were received or receivable by the Directors holding office during the year:

 
                                           Salaries, 
                                         allowances,   Contribution 
                                           and other     to pension 
                                  Fees      benefits          Plans     Total 
                                   GBP           GBP            GBP       GBP 
 Year ended 31 December 
  2011 
 
 Executive Director 
  Simon Dewhurst                87,320        35,352            491   123,163 
                              --------  ------------  -------------  -------- 
 
 Non-Executive Directors 
 Craig Lees Baxter Niven***     42,000             -              -    42,000 
 Graham Newall                  37,158        34,964            409    72,531 
 Lin Kung-Min*                 110,000             -              -   110,000 
 Mladen Ninkov**                21,000             -              -    21,000 
                              --------  ------------  -------------  -------- 
                               210,158        34,964            409   245,531 
                              --------  ------------  -------------  -------- 
                               297,478        70,316            900   368,694 
                              ========  ============  =============  ======== 
 
 
 
 Year ended 31 December 
  2010 
 
 Executive Director 
  Simon Dewhurst                25,074   -   -    25,074 
                              --------          -------- 
 
 Non-Executive Directors 
 Craig Lees Baxter Niven***     42,000   -   -    42,000 
 Graham Newall                  25,601   -   -    25,601 
 Lin Kung-Min*                  50,000   -   -    50,000 
 Mladen Ninkov**                42,000   -   -    42,000 
                              --------          -------- 
                               159,601   -   -   159,601 
                              --------          -------- 
                               184,675   -   -   184,675 
                              ========          ======== 
 
 

* Long Sheng Asset Management Company, a company controlled by Lin Kung-Min and his immediate family, received fees under a consultancy agreement of GBP110,000 (2010: GBP50,000), for the provision of advisory and support services to the Group.

** Keynes Capital, the registered business name of Keynes Investments Pty Limited as trustee for the Keynes Trust, received fees under a consultancy agreement of GBP21,000 (2010: GBP42,000), for the provision of advisory and support services to the Group. Mladen Ninkov is a director and employee of Keynes Investments Pty Limited.

*** Zetachoice Limited, a company controlled by Craig Niven and his immediate family, received fees under a consultancy agreement of GBP42,000 (2010: GBP42,000), for the provision of advisory and support services to the Group.

   9            Investments in Subsidiaries - The Company 
 
                              2011   2010 
                               GBP    GBP 
 At Cost 
 At 1 January                    2      2 
 Additions during the year       1      - 
                             -----  ----- 
 At 31 December                  3      2 
                             =====  ===== 
 
 

Particulars of the principal subsidiaries at 31 December 2011 are as follows:

 
                                       Proportion 
                          Class of      of shares     Nature of        Country of 
 Name                     Share held      held         business       incorporation 
 
 Directly held 
 
                                                      Investment 
 PCG Resources Limited    Ordinary        100%          holding            BVI 
 
 PCG Resources (C.I.)                                 Investment 
  Limited                 Ordinary        100%          holding         Alderney 
                                                    Administrative 
 SWB (Admin) Limited      Ordinary        100%          support      United Kingdom 
 
 
 Indirectly held 
 PCG International                          Investment 
  Limited               Ordinary   100%       holding         BVI 
                                          Administrative 
 PCG Services Limited   Ordinary   100%       support      Hong Kong 
                                            Trading of 
 PCG Coal Limited       Ordinary   100%        coal        Hong Kong 
 
   10        Property, Plant And Equipment - The Group 
 
                                            Furniture, 
                                 Computer     fixtures 
                                                   and   Electronic 
                                equipment    equipment    equipment    Total 
                                      GBP          GBP          GBP      GBP 
 Cost 
   Additions during the year 
    and 
    at 31 December 2011            19,144       63,697        1,410   84,251 
                               ----------  -----------  -----------  ------- 
 
 Accumulated depreciation 
   Charge for the year and 
    at 31 December 2011             4,642       10,645          309   15,596 
                               ----------  -----------  -----------  ------- 
 
 Net book value 
 At 31 December 2011               14,502       53,052        1,101   68,655 
                               ==========  ===========  ===========  ======= 
 At 31 December 2010                    -            -            -        - 
                               ==========  ===========  ===========  ======= 
 
   11        Trade And Other Receivables 
 
                                      Group   Group   Company   Company 
                                       2011    2010      2011      2010 
                                        GBP     GBP       GBP       GBP 
 Trade receivables                   40,555       -         -         - 
 Less: Provision for impairment    (40,555)       -         -         - 
                                  ---------  ------  --------  -------- 
                                          -       -         -         - 
 
 Prepayments and sundry 
  debtors                            51,770   1,275         -     1,275 
                                  ---------  ------  --------  -------- 
                                     51,770   1,275         -     1,275 
                                  =========  ======  ========  ======== 
 

All of the Group's trade receivables are denominated in United States Dollars ("US$").

The customers are obliged to settle the amounts upon satisfaction of the sales and purchase agreements. Based on relevant agreements, all outstanding trade receivables as at 31 December 2011 were past due and aged over 180 days.

At each reporting date, the Group reviews trade receivables for evidence of impairment on both an individual and collective basis. As at 31 December 2011, net amount of impairment losses amounted to GBP40,555 has been recognised (2010: Nil). The Group did not hold any collateral as security or other credit enhancements over the impaired trade receivables, whether determined on an individual or collective basis.

Impairment losses on trade receivables are recorded using an allowance account unless the Group is satisfied that recovery of amount is remote, in which case the impairment loss is written off against trade receivables directly.

Movements in the allowance for bad and doubtful debts during the year are as follows:

 
                                   Group   Group   Company   Company 
                                    2011    2010      2011      2010 
                                     GBP     GBP       GBP       GBP 
 At 1 January                          -       -         -         - 
 Impairment losses recognised     66,162       -         -         - 
 Written off                    (25,607)       -         -         - 
 At 31 December                   40,555       -         -         - 
                               =========  ======  ========  ======== 
 
   12        Amounts Due From/ To Subsidiaries - The Company 
 
                                          2011        2010 
                                           GBP         GBP 
 Amounts due from: 
 PCG Resources (C.I.) Limited        1,015,524   1,014,920 
 SWB (Admin) Limited                     4,063       7,272 
 PCG Coal Limited                      388,187           - 
 PCG Services Limited                   48,583           - 
                                  ------------  ---------- 
                                     1,456,357   1,022,192 
 Less: Provision for impairment    (1,068,170)   (567,957) 
                                  ------------  ---------- 
                                       388,187     454,235 
                                  ============  ========== 
 

During the year, the Directors reviewed the carrying value of the amounts due from subsidiaries with reference to the businesses operated by these subsidiaries and their net asset values. As at the reporting date, the Directors are of the opinion that provision for impairment is necessary in respect of the amounts due from subsidiaries. During the year ended 31 December 2011, an impairment loss of approximately GBP500,213 (2010: GBP567,957) was recognised in the Company's statement of comprehensive income.

The amounts due from/ to subsidiaries were unsecured, interest free and repayable on demand.

   13        Amount Due To A Related Company - The Group 

At 31 December 2011, the amount due to a related company of GBP787,940 (2010: GBP7,500) represents advances from Power Capital Forex Management Limited, a company under the control of Mr. Lin Kung-Min, the ultimate controlling party of the Company.

The amounts due were unsecured, bearing interest at LIBOR plus 3% per annum and repayable within twelve months.

   14        Share Capital - The Group and Company 
 
                                         2011                  2010 
                                  Number of       GBP   Number of       GBP 
                                   shares                shares 
 Authorised share capital 
 At 1 January and 31 December, 
  Par value                       1,000,000,000   -     1,000,000,000    - 
                                 ==============  ====  ==============  ==== 
 
 
 
                                           2011                        2010 
                                 Number                      Number 
                                  of shares   GBP             of shares   GBP 
 Paid-in capital 
 At 1 January and 31 December    57,056,501   2,982,826      57,056,501   2,982,826 
                                ===========  ============   ===========  ============ 
 
 
   15        Contingent Liabilities 

At 31 December 2011, the Group and Company had no contingent liabilities (2010: Nil).

   16        Related Party Transactions 

16.1 In addition to the transactions and balances disclosed elsewhere in the consolidated financial statements, the Group had the following significant related party transactions during the year:

 
                                            Notes     2011   2010 
                                                       GBP    GBP 
         Sales commission paid to Kolarmy 
          Technology Inc.                     (i)   31,833      - 
 
          Interest paid to Power Capital 
          Forex Management Limited           (ii)   19,293      - 
                                                   =======  ===== 
 

Note:

(i) Commission paid to Kolarmy Technology Inc., of which Mr. Lin Kung-Min had a beneficial interest and was also a director of the related company. The commission was made with reference to the terms mutually agreed between both parties.

(ii) Interest paid to Power Capital Forex Management Limited, a company under the control of Mr. Lin Kung-Min, the ultimate controlling party of the Company. The Directors having consulted with the Group's nominated adviser that the terms of the transaction are fair and reasonable so far as the shareholders of the Company are concerned.

16.2 Compensation of key management personnel of the Group

The Directors are of the opinion that the key management personnel were the Directors of the Company, details of whose emoluments are set out in note 8.

16.3 The Company is listed on the Alternative Investment Market. Mr. Lin Kung-Min is the ultimate controlling party.

   17        Financial Risk Management Objectives and Policies 

The Group is exposed to a variety of financial risks which result from its operating, investing and financing activities. The Group's major financial instruments include trade and other receivables, cash and cash equivalents, other payables and accruals and amount due to a related company. Details of these financial instruments are disclosed in the respective notes. The risks associated with these financial instruments and the policies applied by the Group to mitigate these risks are set out below. The Directors manage and monitor these exposures to ensure appropriate measures are implemented in a timely and effective manner.

Credit risk

Credit risk refers to the risk that the counterparty to a financial instrument would fail to discharge its obligation under the terms of the financial instrument and cause a financial loss to the Group. At the reporting date, there were no significant concentrations of credit risk. The Group's maximum exposure to credit risk which will cause a financial loss to the Group due to failure to discharge an obligation by the counterparties is the carrying amount of the respective financial assets as stated in the consolidated statement of financial position.

Majority of the Group's bank balances are deposited with banks in Hong Kong and United Kingdom. The credit risk on liquid funds is limited because the counterparties are banks with good credit-rating.

Foreign currency risk

Foreign currency risk refers to the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. Several subsidiaries of the Group have foreign currency sales and purchases, which expose the Group to foreign currency risk. Certain trade and other receivables and payables of the Group are denominated in either Hong Kong dollars ("HK$") or US$. The Group currently does not have a foreign currency hedging policy as the Directors considered that the volatility of the exchange rates between HK$ and US$ is limited. However, the Directors monitor the foreign exchange exposure and will consider hedging significant foreign currency exposure should the need arises.

Fair values

There is no significant difference between the carrying amounts and the fair values of the Group and Company's financial instruments. For current trade and other receivables/payables with a remaining life of less than one year, the nominal amount is deemed to reflect the fair value.

Capital risk

The capital of the Group consists of equity attributable to equity holders of the Company, comprising share capital and retained earnings / losses. The Group manages its capital to ensure that entities within the Group will be able to continue as going concerns whilst maximising the return to shareholders. The Group is not subject to any externally imposed capital requirements.

Liquidity risk

Liquidity risk relates to the risk that the Group will not be able to meet its obligations associated with its financial liabilities. In the management of liquidity risk, the Directors monitor and maintain a level of cash and cash equivalents deemed adequate to finance the Group's operations and to meet its debt obligations as they fall due. The Group finances its working capital requirements mainly by the funds obtained from advances from a related company. As at 31 December 2011, the Group had net current liabilities and net liabilities of GBP841,160 and GBP772,505 respectively. The adoption of going concern basis has been detailed in note 1 above. In the opinion of Directors, the Group's exposure to liquidity risk is significantly reduced.

   18        Commitments Under Operating Leases 

At 31 December 2011, the total future minimum lease payments under non-cancellable operating leases payable by the Group are as follows:

 
                                             2011   2010 
                                              GBP    GBP 
 Within one year                           93,523      - 
 In the second to fifth years inclusive    22,260      - 
                                         --------  ----- 
                                          115,783      - 
                                         ========  ===== 
 

The Group leases certain of its office premises and photocopying machines. The leases run for an initial period of one to five years, with options to renew the lease and renegotiated the terms at the expiry date or at dates as mutually agreed between the Group and respective landlords/lessors. None of the leases include contingent rentals.

The Company did not have any operating lease commitments as at 31 December 2011 and 2010.

   19        Subsequent events 
   19.1     Acquisition of 30% of the shares in the capital of TSI Holdings Limited 

On 12 March 2012, the Company, through its wholly owned subsidiary PCG Engineering Limited, signed a term sheet to subscribe for a 30% equity stake in TSI Holdings Limited ("TSI") (the "Investment"). Total consideration for the Investment is US$2 million (approximately GBP1.26 million) and the subscription is subject to, inter alia, due diligence. Upon signing the term sheet, the Company has paid a refundable deposit of US$380,000 which is off-settable against the cost of the Investment. Further details of the Investment are set out in the Company's announcement dated 12 March 2012.

PCG Engineering Limited was an indirect wholly-owned subsidiary of the Company which was set up after year end.

19.2 Acquisition of 1.2% of the shares in the capital of Asia Pacific Investment Partners Limited ("APIP")

On 10 May 2012, the Company has subscribed 1.2% equity stake in APIP through its wholly owned subsidiary, PCG Mongolia Limited (the "Acquisition"). Total consideration for the Acquisition is US$2 million (approximately GBP1.26m). Details of the Acquisition are set out in the Company's announcement dated 16 May 2012.

PCG Mongolia Limited was an indirect wholly-owned subsidiary of the Company which was set up after year end.

This information is provided by RNS

The company news service from the London Stock Exchange

END

FR FMGGVGNRGZZM

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