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Monday 30 June, 2008

Arko Holdings PLC

Final Results

RNS Number : 8048X
Arko Holdings PLC
30 June 2008
 

Stock Exchange Announcement

30 June 2008

For release at: 07:00 hours.



Arko Holdings plc ('the Company' or 'Arko')


Results of the Company

for the year ended 31 December 2007


The Board of Arko announces the results of the Company for the year ended 31 December 2007, which are set out below. These have today been published and will be despatched to shareholders.


Copies of these financial statements will be available from the offices of Nabarro Wells & Co. Limited, Old Change House, 128 Queen Victoria StreetLondon EC44BJ.


The AGM will be held at the offices of Baker Tilly LLP at 2 Bloomsbury StreetLondon WC1B 3ST on 21 July 2008 at 12:00 noon.


RESULTS


I am pleased to present the results for the financial year ended 31 December 2007. It has been a difficult year for the Group but, despite the short-term challenges, we have come through with a strong business focus that is well positioned for the longer term.


The results for the year were disappointing. Group revenue for the year increased by 16.5% to US$10.86m. However, operating cost of sales increased by 55% to US$7.97m. As a result the gross profit margin has dropped from 44.9% to 26.6%. Within the operating cost of sales of US$7.97m were included depreciation charges of US$0.79m. The increase in fuel costs as well as the reduction of the average price per TEU of 16% also contributed to the fall in the profit margin. 


The loss for the year (after taxation) was US$32.24m, which took account of an impairment of property, plant and equipment of US$13.19m, of which Hubei Changzhou Power Development Co. Ltd, a subsidiary operating the coal-fired power plant, amounted to US$12.06m and an impairment of goodwill in the power plant of US$9.97m. These impairments represented a complete write-down to nil of goodwill in the power plant as a result of the operational problems and consequent decline in value of the power plant, and the elimination of historic goodwill which arose from prior acquisition of a number of trading subsidiaries. 


Cash balances at the year end were US$0.43m. Subsequent to the year end, such cash was used primarily to pay for part of the purchase of new machinery for the container terminal of US$3m


Due to the significant write downs determined to be necessary, the Board made an announcement on 4 June 2008 to update the market about the substantial loss of the Group to appear in the 2007 accounts.


DIVIDENDS


The Board does not recommend the payment of a dividend (2006: nil).


PROBLEMS ENCOUNTERED IN THE POWER PLANT


The power plant commenced electricity generation in 1995 and became a subsidiary of the Group after the reverse takeover in 2002. Due to government policy in China over the last few years, the government did not encourage the operation of small coal-fired power plants. Despite the high demand for electricity, the increase in the sales price of electricity from this plant was not in line with the sales price achieved by larger power plants. In addition, the inflation in the coal price had a significant adverse effect on the profit margin of the power plant. As a result, in July 2005, the operation of the power plant was contracted to an unrelated PRC privately-owned enterprise for a term of five years. However, the underlying performance of the power plant has not altered and its continuing loss affected the whole performance of the Group adversely. Following the policy implemented and announced by the State Council of the People's Republic of China in January 2007, the power plant entered into an agreement with the local government in June 2007 in relation to shutting down and demolishing the power plant before December 2010. Since the PRC operator had ceased operation of the plant in the beginning of third quarter of 2007, the management decided to shut down the plant accordingly. The management believed that the operation of the power plant would not make any contribution to the Group and agreed to a complete write-down of the power plant in this financial year so as to reflect its true value to the Group.


OPERATIONAL REVIEW


Despite the loss suffered from the power plant, the Group has improved its sales performance, mainly in the container terminal operation and the shipping logistics business, being the areas on which the Group now concentrates its efforts, although margins have reduced for the reasons referred to above. Subsequent to the completion of the construction of the new rail and the renovation of the quayside, two new gantry cranes and two new 45t/45m rail-mounted gantry cranes were delivered and started operation in the third and final quarters of 2007. The annual throughput has increased by 5.41% compared to the year 2006.


OUTLOOK


Arko's aim and development strategy is to continue with the expansion of the terminal and shipping logistics business, and the Board believes that this will be the major business of the Group in the coming years. As result of the write-down of the power plant, the Board is of the view that the result of 2008 will become positive. In the coming year Arko hopes to benefit from key operational and infrastructure projects, potentially doubling our capital expenditure for the period of time. They will be financed partly from our own resources and partly through shareholders' loans. It is also foreseen that the increase in consumption demand in China will enhance the river trade activity. Therefore, the Group will spend more resources on the shipping logistics business by means of chartering and buying new river trade vessels. It is also expected that with the increase in the machinery and equipment in the container terminal, the throughput will increase steadily. In fact, the two brand new 45t quayside container cranes will be delivered by the last quarter of year 2008 and the first quarter of year 2009 respectively.


However, with the possible slowing economic growth in China and the slowdown in the world economy, the Board's view is its optimism on the performance of the Group in 2008 should also be tempered with caution.  


APPRECIATION


The Board would again like to thank all staff for the commitment, professionalism and loyalty they have shown during the last twelve months.




Qin Shun Chao

Chairman




CONSOLIDATED INCOME STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2007

(Expressed in United States dollars)







Notes

2007

US$

'000

2006

US$

'000





REVENUE

5

10,860

9,323





Cost of sales


(7,972)

(5,139)



      

      

GROSS PROFIT


2,888

4,184





Other income

6

605

34





Administrative expenses


(4,041)

(2,218)





Impairment of property, plant and equipment


(1,131)

-





Impairment of goodwill


(9,010)

-



      

      

(LOSS)/PROFIT FROM OPERATIONS


(10,689)

2,000





Finance costs

7(a)

-

(96)



      

      

    

(LOSS)/PROFIT BEFORE TAXATION

7

(10,689)

1,904





Tax

8

(142)

(321)



      

      

LOSS FOR THE YEAR FROM CONTINUING OPERATIONS


(10,831)

1,583





LOSS FOR THE YEAR DISCONTINUED OPERATIONS

5

 (21,408)

  (3,308)



      

      

LOSS FOR THE YEAR


(32,239)

(1,725)

    



      

   

Attributable to:








Equity holders of the parent Company


(31,275)

(2,121)





Minority interest - continuing operations


(964)

  396



      

      



(32,239)

(1,725)



      

   







US cents

US cents

Loss per share




  Basic and fully diluted 

11



  - From continuing operations


(0.50)    

0.048

  - From discontinued operations


(1.08)

 (0.155)



      

      



  (1.58)

  (0.107)



      

   



BALANCE SHEETS

AS AT 31 DECEMBER 2007

(Expressed in United States dollars)









Notes


2007

US$'000

Group

2006

US$'000


2007

US$'000

Company

2006

US$'000

Non-current assets






Goodwill 

12

1,834

20,812

-

-

Property, plant and equipment

13

24,376

32,843

-

-

Investments in subsidiaries

14

-

-

24,218

56,015

Available-for-sale investments

15

12

12

-

-



                  

                  

                  

                  



  26,222

  53,667

  24,218

  56,015

Current assets






Inventories

16

124

77

-

-

Trade and other receivables

17

8,312

10,148

63

44

Cash and cash equivalents

18

428

838

1

-



                  

                  

                  

                  



  8,864

  11,063

  64

  44

Current liabilities






Trade and other payables

19

3,606

2,591

200

123

Amount due to a subsidiary


-

-

2,299

1,937

Taxation


    1,134

  1,592

  -

  -



  4,740

  4,183

  2,499

    2,060

Net current assets/(liabilities)


  4,124

  6,880

(  2,435)

(  2,016)







Total assets less current liabilities


30,346

60,547

21,783

53,999







Non current liabilities






Bank loans

20

1,915

1,915

-

-

Loans from fellow 
  investors in subsidiary






  companies

21

  787

  787

  -

  -



  27,644

  57,845

  21,783

    53,999

EQUITY






Share capital

22

14,922

14,922

14,922

14,922

Reserves


  687

  29,991

  6,861

  39,077

Total equity attributable to 
  equity shareholders


15,609

44,913

21,783

53,999

Minority interest - continuing operations


  12,035

  12,932

  -

  -

TOTAL EQUITY


  27,644

  57,845

  21,783

    53,999








Approved and authorised for issue by the board on 25 June 2008.





QIN Shun Chao 

ZHANG Jing

Director

Director









STATEMENT OF CHANGES IN EQUITY - CONSOLIDATED

FOR THE YEAR ENDED 31 DECEMBER 2007

(Expressed in United States dollars)





Group




Share

capital



Share

premium

(note i)

Statutory

surplus

reserve


(note ii)

Merger

reserve



Exchange

reserve



Retained

profit


Total attributable

 to equity holders 

of the parent



Minority

interest




Total



US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000



___________________________________________________________________________________________________________________












Balance at 1 January 2006


14,922

15,662

1,681

26,043

-

(10,742)

47,566

12,544

60,110












Loss for the year


-

-

-

-

-

(2,122)

(2,122)

396

(1,726)












Exchange movements


   -

   -

   -

   -

  (531)

   -

   (531)

   (8)

  (539)












Total recognised income and expense


-

-

-

-

(531)

(2,122)

(2,653)

388

(2,265)



___________________________________________________________________________________________________________________












Balance at 31 December 2006


14,922

15,662

1,681

26,043

(531)

(12,864)

44,913

12,932

57,845












Loss for the year


-

-

-

-

-

(31,275)

(31,275)

(964)

(32,239)












Exchange movements


   -

   -

   -

   -

  1,971

  -

  1,971

  67

  2,038












Total recognised income and expense


-

-

-

-

1,971

(31,275)

(29,304)

(897)

(30,201)



___________________________________________________________________________________________________________________












Balance at 31 December 2007


14,922

15,662

1,681

26,043

1,440

(44,139)

15,609

12,035

27,644



      

Note:

(i)    Statutory surplus reserve:


In accordance with the law of the People's Republic of China and the articles of association of certain of the Company's subsidiaries, directors of these subsidiaries may at their discretion make appropriations to a statutory surplus reserve equivalent to 10% of the subsidiaries' net profits. Appropriations may also be made to statutory public welfare reserve equivalent to 5 to 10% of the net profits of these operating subsidiaries. Distribution of profits to shareholders can only be made after such appropriations.

The statutory surplus reserve may be used to reduce any losses incurred or be capitalised as paid up capital. The use of the statutory public welfare reserve is restricted to capital expenditure incurred for staff welfare facilities. The statutory public welfare reserve is not available for distribution.

 

(ii)           The merger reserve represents the difference between the nominal value of shares of the subsidiary company acquired, and the nominal value of the Company’s shares issued in 2002.


STATEMENT OF CHANGES IN EQUITY - COMPANY

FOR THE YEAR ENDED 31 DECEMBER 2007

(Expressed in United States dollars)



























Company








Share

capital



Share

premium



Merger

reserve



Retained

profits




Total


















US$'000

US$'000

US$'000

US$'000

US$'000



__________________________________________________________












Balance at 1 January 2006






14,922

15,662

26,043

(2,029)

54,598












Loss for the year






   -

   -

   -

  (599)

  (599)












Total recognised income and expense






-

-

-

(599)

(599)






__________________________________________________________












Balance at 31 December 2006






14,922

15,662

26,043

(2,628)

53,999












Loss for the year






   -

   -

   -

  (32,216)

  (32,216)












Total recognised income and expense






-

-

-

(32,216)

(32,216)



__________________________________________________________












Balance at 31 December 2007






14,922

15,662

26,043

(34,844)

21,783






   


CASH FLOW STATEMENT - CONSOLIDATED

FOR THE YEAR ENDED 31 DECEMBER 2007

(Expressed in United States dollars)




2007

US$'000

2006

US$'000





Cash flow from operating activities








(Loss)/profit before taxation




  Continuing operations


(10,689)

1,904

  Discontinued operation


(21,408)

(3,308)



                  

                  

Discontinued operation


(32,097)

(1,404)

Adjustments for:




- Interest expense


120

210

- Interest income


(14)

-

- Depreciation


1,579

2,127

- Loss on disposal of property, plant and equipment


95

11

- Impairment loss - goodwill


18,977

2,000

- Impairment loss - property, plant and equipment


13,194

-

- Exchange adjustments


728

(298)



                  

                  

Operating profit before working capital changes


2,582

2,646

(Increase)/decrease in inventories


(47)

68

Decrease/(increase) in receivables


1,836

(1,338)

Increase in payables


567

689



                  

               

Net cash flow generated from operations


4,938

2,065

Interest paid


(120)

(211)

Taxes paid


(152)

(383)



                  

                  

Net cash generated from operating activities


4,666

1,471



                  

                  

Investing activities




Purchase of property, plant and equipment


(5,187)

(1,777)

Sales proceeds of property, plant and equipment


97

491

Interest income


14

-



                  

                  

Net cash used in investing activities


(5,076)

(1,286)



                  

                  

Net (decrease)/increase in cash and cash equivalents


(410)

185





Cash and cash equivalents at 1 January


838

   653



                  

                  

Cash and cash equivalents at 31 December


428

838



                  

                  



CASH FLOW STATEMENT - COMPANY

FOR THE YEAR ENDED 31 DECEMBER 2007

(Expressed in United States dollars)




2007

US$'000

2006

US$'000





Cash flow from operating activities








Loss after taxation and before working capital changes


(32,216)

(599)

Adjustment for: 




-Impairment loss on investments in subsidiaries


  31,797

  -





Operating loss before working capital changes


(419)

(599)





Increase in trade and other receivables


(19)

(18)

Increase in trade and other payables


77

26

Increase in amount due to subsidiary


362

444



               

               

Net increase/(decrease) in cash and cash equivalents


1

(147)





Cash and cash equivalents at 1 January


-

147



               

               

Cash and cash equivalents at 31 December


1

-



               

               








































1.    PRINCIPAL ACCOUNTING POLICIES


General information


The Company is a public limited company incorporated and domiciled in the United Kingdom and its shares are listed on the AIM Market of the London Stock Exchange ('LSE'). The principal place of business of the Company is in the People's Republic of China ('PRC'). 


At 31 December 2007, the directors consider the immediate parent and ultimate controlling party of the company to be Keen Lloyd Holdings Limited and Chin Dynasty Foundation Limited respectively, both of which are incorporated in the British Virgin Islands. Neither produces financial statements available for public use.



2.    SIGNIFICANT ACCOUNTING POLICIES


a)    Statement of compliance


Commencing on 1 January 2007, the consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as adopted for use in the European Union(IFRS), and comparative figures for the year ended 31 December 2006 have been restated in accordance with IFRS.


The Group has adopted the following transitional exemption:


IFRS 2: The Group has elected to apply the share-based payment exemption and accordingly it has applied IFRS 2 Share-based payment from 1 January 2006 only to share options that were granted after 7 November 2002, but which had not vested by 1 January 2006.


IFRS 3: The Group has elected not to restate business combinations which occurred prior to the IFRS transition date of 1 January 2006.


IAS 21: the Group has elected not to apply retrospectively to fair value adjustments and goodwill arising in business combinations that accrued prior to the IFRS transition date.


The consolidated statement of cash flows prepared under IFRS presents substantially the same information as that required under UK GAAP. Under IFRS only three categories of cash flow activity are required to be reported: operating, investing and financing. Cash flows from returns on investments and servicing of finance under UK GAAP are including as operating activities and investing activities respectively under IFRS. There are no other material differences between the cash flow statement presented under IFRS and the cash flow statement presented under UK GAAP.


Income and equity reconciliation statements are stated below so as to reflect the effect of the adoption of IFRS. The sole adjustment represents the non-amortisation of goodwill as recognised by IFRS 3 Business Combinations.


UK GAAP

Adjustment

IFRS

Year ended 31 December 2006

US$'000

US$'000

US$'000

______________________________________________________________________________________________


Revenue

9,323

-

9,323

Cost of sales

(5,139)

-

(5,139)


_______________________________________________



Gross profit

4,184

-

4,184

Other income

760

-

760

Administrative expenses

(4,138)

-

(4,138)

Impairment loss of goodwill

(2,000)

-

(2,000)

Amortisation

(1,400)

1,400

-


_______________________________________________



Operating loss

(2,594)

1,400

(1,194)

Finance costs

(210)

-

(210)


_______________________________________________



Loss before taxation

(2,804)

1,400

(1,404)

 Tax

(321)

-

(321)


_______________________________________________



Loss for the year

(3,125)

1,400

(1,725)


_______________________________________________

Attributable to :




Equity holders of the parent Company

(3,521)

1,400

(2,121)

Minority interest

396

-

396


_______________________________________________


(3,125)

1,400

(1,725)


_______________________________________________






UK GAAP

Adjustment

IFRS

Balance sheet as at 31 December 2006

US$'000

US$'000

US$'000

____________________________________________________________________________________________

Non-current assets




Goodwill

19,412

1,400

20,812

Property, plant and equipment

32,843

-

32,843

Available-for-sale investments

12

-

12


______________________________________


52,267

1,400

53,667


______________________________________

Current assets




Inventories

77

-

77

Trade and other receivables

10,148

-

10,148

Cash and cash equivalents

838

-

838


______________________________________


11,063

-

11,063


______________________________________

Current liabilities




Trade and other payables

3,534

-

3,534

Current tax liabilities

649

-

649


______________________________________


4,183

-

4,183


______________________________________

Current assets

6,880

-

6,880


______________________________________

 Total assets less current liabilities

59,147

1,400

60,547


______________________________________





Non-current liabilities




Bank loans

1,915

-

1,915

Advances from fellow investors in subsidiary companies

787

-

787


______________________________________


2,702

-

2,702


______________________________________


56,445

1,400

57,845


______________________________________

EQUITY








Issued capital

14,922

-

14,922

Share premium

15,662

-

15,662

Merger reserve

26,043

-

26,043

Retained earnings

(14,264)

1,400

(12,864)

Other reserves

1,150

-

1,150


______________________________________

EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT COMPANY


43,513


1,400


44,913





MINORITY INTEREST

12,932

-

12,932


______________________________________

TOTAL EQUITY

56,445

1,400

57,845


______________________________________






UK GAAP

Adjustment

IFRS

Balance sheet as at 31 December 2005

US$'000

US$'000

US$'000

____________________________________________________________________________________________

Non-current assets




Goodwill

22,807

-

22,807

Property, plant and equipment

33,878

-

33,878

Available-for-sale investments

12

-

12


______________________________________


56,697

-

56,697


______________________________________

Current assets




Inventories

145

-

145

Trade and other receivables

8,810

-

8,810

Cash and cash equivalents

653

-

653


______________________________________


9,608

-

9,608


______________________________________

Current liabilities




Trade and other payables

2,783

-

2,783

Current tax liabilities

711

-

711


______________________________________


3,494

-

3,494


______________________________________

Current assets

6,114

-

6,114


______________________________________

 Total assets less current liabilities

62,811

-

62,811


______________________________________

Non-current liabilities




Bank loans

1,915

-

1,915

Advances from fellow investors in subsidiary companies

786

-

786


______________________________________


2,701

-

2,701


______________________________________


60,110

-

60,110


______________________________________

EQUITY








Issued capital

14,922

-

14,922

Share premium

15,662

-

15,662

Merger reserve

26,043

-

26,043

Retained earnings

(10,742)

-

(10,742)

Other reserves

1,681

-

1,681


______________________________________

EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT COMPANY


47,566


-


47,566





MINORITY INTEREST

12,544

-

12,544


______________________________________

TOTAL EQUITY

60,110

-

60,110


______________________________________


b)        Basis of preparation


The financial statements have been prepared in accordance with International Financial Reporting Standards ('IFRS') as enclosed by the EU for the first time. The disclosures required by IFRS, concerning the transition from UK GAAP to IFRS are given in note 2(a). The financial statements have been prepared on the historical cost basis, as modified for the revaluation of available-for-sale investments.


The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group's accounting policies. The areas involving in a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in note 4.


c)        Basis of consolidation


On the acquisition of a subsidiary, the assets and liabilities of that subsidiary are recorded at their fair value, reflecting their condition at the date of acquisition. 


The consolidated income statement and consolidated balance sheet include the financial statements of the Company and its subsidiary undertakings up to 31 December. The results of subsidiaries acquired are included in the consolidated income statement from the date on which control passes. Intra-group sales and profits are eliminated on consolidation.

As permitted by Section 230 of the Companies Act 1985, a separate income statement is not presented in respect of the Company.


d)        Revenue


Revenue comprises the value of sales in the year in respect of the operation of the terminal and provision of shipping logistic services.


e)        Goodwill


Goodwill represents the excess of the cost of an acquisition over the fair value of the Group's share of the net identifiable assets of the acquired subsidiary companies.


Goodwill is stated at cost less accumulated impairment losses. Goodwill is allocated to cash-generating units and is annually tested for impairment. In respect of associated companies, the carrying amount of goodwill is included in the carrying amount of the interests in the associated companies.


If the cost of acquisition is less than the fair value of net identifiable assets of the acquired subsidiary company, associated company, the difference is recognised immediately in the consolidated income statement.


Any gain or loss on disposal of a subsidiary company and an associated company includes the carrying amount of goodwill relating to the entity sold.


f)        Property, plant and equipment


Expenditure on additions and improvements is capitalised as incurred. Non-current assets are included at historical cost less accumulated depreciation and any impairment losses.


Property, plant and equipment, other than construction in progress, are depreciated over their estimated useful lives on a straight line basis. The following annual rates of depreciation have been used.

Land and buildings                                                         20-30 years

Plant and machinery                                                       10-20 years

Furniture, fixtures and equipment                                 5-10 years

Motor vehicles                                                                 5-10 years

Oil storage tanks                                                              15 years

Vessels                                                                              10 years


Construction in progress represents a building under construction, which is stated at cost less any impairment. Cost comprises the direct cost of construction. 


Both the useful life of an asset and its residual value, if any, are reviewed annually.


The carrying amounts of other property, plant and equipment are reviewed for indications of impairment at each balance sheet date. An impairment loss is recognised to the extent that the carrying amount of an asset, or the cash-generating unit to which it belongs, is more than its recoverable amount. The recoverable amount of an asset, or of the cash generating unit to which it belongs, is the greater of its net selling price and value in use. 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 time value of money and the risks specific to the assets. An impairment loss is reversed if there has been a favourable change in estimates used to determine the recoverable amount.


Gains or losses arising from the retirement or disposal of an item of property, plant and equipment are determined as the difference between the net disposal proceeds and the carrying amount of the item and are recognised in profit or loss on the date of retirement or disposal.


g)        Subsidiary companies


A company where more than 50 per cent of the issued share capital is held by the Company for the long term or where 50 per cent of the issued share capital is held for the long term and where the Company controls the composition of the board of directors is deemed to be a subsidiary.


The Company's investments in subsidiary companies are stated at cost less any provision for diminution in value.


h)        Available-for-sale investments


Investments being those held for non-trading purposes, are classified as available-for-sale investments. At each balance sheet date the fair value is remeasured, with any resultant gain or loss being recognised directly in equity in the fair value reserve, except foreign exchange gains and losses in respect of monetary items such as debt securities which are recognised directly in profit or loss. Where these investments are interest-bearing, interest calculated using the effective interest method is recognised in profit or loss. When these investments are derecognised, the cumulative gain or loss previously recognised directly in equity is recognised in profit or loss.


When there is objective evidence that available-for-sale investments are impaired, the cumulative loss that has been recognised directly in equity is removed from equity and is recognised in profit or loss. The amount of the cumulative loss that is recognised in profit or loss is the difference between the acquisition cost (net of any principal repayment and amortisation) and current fair value, less any impairment loss on that asset previously recognised in profit or loss.  


Impairment losses recognised in profit or loss in respect of available-for-sale investments are not reversed through profit or loss. Any subsequent increase in the fair value of such assets is recognised directly in equity.


Impairment losses in respect of available-for-sale debt investments are reversed if the subsequent increase in fair value can be objectively related to an event occurring after the impairment loss was recognised. Reversals of impairment losses in such circumstances are recognised in profit or loss.


i)        Inventories


Inventories are carried at the lower of cost and net realisable value.


Cost is calculated using the weighted average cost formula and comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition.


Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.


When inventories are sold, the carrying amount of those inventories is recognised as an expense in the period in which the related revenue is recognised. The amount of any write-down of inventories to net realisable value and all losses of inventories are recognised as an expense in the period the write-down or loss occurs. The amount of any reversal of any write-down of inventories is recognised as a reduction in the amount of inventories recognised as an expense in the period in which the reversal occurs.


j)         Trade and other receivables


Trade and other receivables are initially recognised at fair value and thereafter stated at amortised cost less impairment losses for bad and doubtful receivables, except where the receivables are interest-free loans made to related parties without any fixed repayment terms or the effect of discounting would be immaterial. In such cases, the receivables are stated at cost less impairment losses for bad and doubtful debts.


Impairment losses for bad and doubtful debts are measured as the difference between the carrying amount of the financial asset and the estimated future cash flows, discounted where the effect of discounting is material.


k)        Cash and cash equivalents


Cash and cash equivalents comprise cash at bank and on hand, demand deposits with banks and other financial institutions, and short-term, highly liquid investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value, having been within three months of maturity at acquisition. Bank overdrafts that are repayable on demand and form an integral part of the Company's cash management are also included as a component of cash and cash equivalents for the purpose of the cash flow statement.


l)        Trade and other payables


Trade and other payables are initially recognised at fair value. Trade and other payables are subsequently stated at amortised cost unless the effect of discounting would be immaterial, in which case they are stated at cost.


m)        Interest-bearing borrowings


Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost with any difference between the amount initially recognised and redemption value being recognised in profit or loss over the period of the borrowings, together with any interest and fees payable, using the effective interest method.

 

n)        Employee benefits

 

Salaries, annual bonuses, paid annual leave, contributions to defined contribution retirement plans and the cost of non-monetary benefits are accrued in the year in which the associated services are rendered by employees. Where payment or settlement is deferred and the effect would be material, these amounts are stated at their present values.

 

o)        Translation of foreign currencies

           (a)    Functional and presentation currency

    

Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The consolidated financial statements are presented in United States Dollars which is the Company's presentation currency.

 

           (b)   Transactions and balances

 

Foreign currency transactions during the year are translated at the foreign exchange rates ruling at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated at the foreign exchange rates ruling at the balance sheet date. Exchange gains and losses are recognised in profit or loss. 


Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the foreign exchange rates ruling at the transaction dates. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated using the foreign exchange rates ruling at the dates the fair value was determined.

 

           (c)    Group companies

 

The results of the subsidiary company in the PRC are translated into Hong Kong dollars at the exchange rates approximating the foreign exchange rates ruling at the dates of the transactions. Balance sheet items are translated into Hong Kong dollars at the foreign exchange rates ruling at the balance sheet date. The resulting exchange differences are recognised directly in a separate component of equity.


On disposal of a foreign operation, the cumulative amount of the exchange differences recognised in equity which relate to that foreign operation is included in the calculation of the profit or loss on disposal.


p)             Income tax

Income tax for the year comprises current tax and movements in deferred tax assets and liabilities. Current tax and movements in deferred tax assets and liabilities are recognised in profit or loss except to the extent that they relate to items recognised directly in equity, in which case they are recognised in equity.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.

Deferred tax assets and liabilities arise from deductible and taxable temporary differences respectively, being the differences between the carrying amounts of assets and liabilities for financial reporting purposes and their tax bases. Deferred tax assets also arise from unused tax losses and unused tax credits. Apart from differences which arise on initial recognition of assets and liabilities, all deferred tax liabilities, and all deferred tax assets to the extent that it is probable that future taxable profits will be available against which the asset can be utilised, are recognised.  

The amount of deferred tax recognised is measured based on the expected manner of realisation or settlement of the carrying amount of the assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date. Deferred tax assets and liabilities are not discounted.


q)    Share-based payments


The Company has taken advantage of the exemption in IFRS2 Share-based payment from recognising a charge in respect of share options which were fully vested before 31 December 2005.


r)    Provisions and contingent liabilities


       Provisions and contingent liabilities


Provisions are recognised for other liabilities of uncertain timing or amount when the Group has a legal or constructive obligation arising as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made. Where the time value of money is material, provisions are stated at the present value of the expenditure expected to settle the obligation.


Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote. Possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence of one or more future events are also disclosed as contingent liabilities unless the probability of outflow of economic benefits is remote.


s)    Related parties


    For the purposes of these financial statements, a party is considered to be related to the Company if:


(i)             the party has the ability, directly or indirectly through one or more intermediaries, to control the Company or exercise significant influence over the Company in making financial and operating policy decisions, or has joint control over the Company;
(ii)           the Company and the party are subject to common control;
(iii)          the party is a subsidiary, an associate of the Company or a joint venture in which the Company is a venturer;
(iv)         the party is a member of key management personnel of the Company or the Company’s parent, or a close family member of such an individual, or is an entity under the control, joint control or significant influence of such individuals;
(v)           the party is a close family member of a party referred to in (i) or is an entity under the control, joint control or significant influence of such individuals; or
(vi)         the party is a post-employment benefit plan which is for the benefit of employees of the Company or of any entity that is a related party of the Company.


Close family members of an individual are those family members who may be expected to influence, or be influenced by, that individual in their dealings with the entity.


3.    CHANGES IN ACCOUNTING POLICIES


In the current year, the Group has adopted IFRS 7 Financial instruments: disclosures which is first effective for the current accounting period of the Company.


There have been no significant changes to the accounting policies applied in these financial statements for the years presented as a result of the adoption of IFRS 7. However, some additional disclosures are provided as follows:


As a result of the adoption of IFRS 7, the financial statements include expanded disclosures relating to the Group's financial instruments and the nature and extent of risks arising from those instruments, compared with the information previously required to be disclosed by IAS 32, Financial instruments: Disclosure and presentation. These disclosures are provided throughout these financial statements, and in particular in note 23.


IFRS 7 does not have any material impact on the classification, recognition and measurements of the amounts recognised in the financial statements.


The Group has not applied any new Standard or interpretations that are not yet effective for the current accounting period (see note 28).



4.    CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS


Estimates and judgements are currently evaluated and are based on historical experience and other factors including expectations of future events that are believed to be reasonable under the circumstances. Apart from information disclosed elsewhere in these financial statements, the following disclosures summarise : (1) estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year and (2) significant judgements made in the process of applying the Group's accounting policies.


           (i)             Income taxes

 

The Group is subject to income taxes in the People's Republic of China (the 'PRC'), Hong Kong and the United Kingdom. Significant judgement is required in determining the provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.


           (ii)            Provision for doubtful receivables

 

The Group provides for doubtful receivables based on an assessment of the collectibility of trade receivables. Provisions for doubtful receivables are applied to trade receivables where events or changes in circumstances indicate that the balance may not be collectible. The identification of doubtful receivables requires the use of judgments and estimates. Where the expectation is different from the original estimates, such difference will impact carrying value of receivables and doubtful debt expenses in the period in which such estimate has been changed.


5.    REVENUE AND SEGMENT INFORMATION


The principal activities of the Group are the provision of logistics and other related services including sea freight forwarding and barge hire.


Revenue represents income earned from the provision of logistic and other related services.  Business (primary) segment information is as follows:


Revenue

Segment profit/(loss)

i)    Segment revenue and result

2007

2006

2007

2006


US$'000

US$'000

US$'000

US$'000

Continuing operations










Terminal and shipping logistics

10,860

9,298

(820)

4,772

Trading and others

  -

  25

(8,776)

(3,189)

Mining

  -

  -

  (1,235)

  -


10,860

9,323

  (10,831)

  1,583

Discontinued operations










Power plant

  -

  -

  (21,408)

  (3,308)






   

    10,860

  9,323

  (32,239)

  (1,725)






An analysis of the results of discontinued operation, after elimination of intra company transactions, is as follows:



2007

US$'000

2006

US$'000





Revenue


-

-

Other income


1,142

726

Administrative expenses


(401)

(1,920)

Impairment of property, plant and equipment


(12,062)

-

Impairment of goodwill


(9,967)

(2,000)



_______

_______





Loss from operations


(21,288)

(3,194)

Finance costs


(120)

(114)



_______

_______





Loss before taxation


(21,408)

(3,308)

Income tax


-

-



_______

_______





Loss for the year


(21,408)

(3,308)



_______

_______








Assets

Liabilities

ii)    Segment assets and liabilities

2007

2006

2007

2006


US$'000

US$'000

US$'000

US$'000

Continuing operations










Terminal and shipping logistics

34,739

31,635

4,040

2,978

Trading and others

7,196

8,026

271

294

Mining

     (9)

  1,210

  137

  123


41,926

40,871

4,448

3,395

Discontinued operations










Power plant

(1,982)

28,717

2,994

3,490

Trading and others

  (4,858)

  (4,858)

  -

  -


  (6,840)

  23,859

  2,994

     3,490

Total

  35,086

  64,730

  7,442

     6,885







Assets

Liabilities


2007

2006

2007

2006

Represents in balance sheet

US$'000

US$'000

US$'000

US$'000






Non-current

26,222

53,667

2,702

2,072

Current

  8,864

  11,063

  4,740

  4,813






Total

  35,086

  64,730

  7,442

  6,885


iii)    Other information









Continuing

operations


Discontinued operations



Terminal

Trading




Trading



shipping

and



Power

and



and logistics

others

Mining


plant

others

Total

    

US$'000

US$'000

US$'000


US$'000

US$'000

US$'000









    Additions to property,








      plant and equipment

4,354

833

-


-

-

5,187

    Depreciation

881

297

-


401

-

1,579

    Impairment losses on








      property, plant and








      equipment

-

-

1,131


12,063

-

13,194

    Loss on disposal of








      vessel

-

95

-


-

-

95

    Impairment losses on








      goodwill

  - 

  9,010

  -


  9,967

  -

  18,977




iv)    Geographical (secondary) segment information






Revenue

Segment assets


2007

2006

2007

2006


US$'000

US$'000

US$'000

US$'000

        Analysis by origin:










        Hong Kong

944

1,327

23,872

23,636

        People's Republic of China,





          excluding Hong Kong

9,916

7,996

5,406

35,591

        United Kingdom

-

-

(1,634)

(1,382)


                 

                

                 

                 


10,860

9,323

27,644

57,845


                

                

                

                


6.

OTHER INCOME

2007

US$'000

2006

US$'000






Rental income

224

34


Exchange gains

269

-


Other

112

-



                

                



605

 34



               

                


7.

LOSS BEFORE TAXATION 








Loss before taxation is stated after charging:





2007

US$'000

2006

US$'000

a)

Finance costs




  Bank loans

-

-


  Other loans

-

  96



                

                



-

96



                

               

b)

Staff costs




  Wages and salaries

    - included in cost of sales


957


739


    - included in administrative expenses

434

407


  Other pension costs

14

13


  Other staff welfare

23

30



                

                



1,428

1,189



                

                






Employees

2007

No.

2006

No.


The average monthly number of persons (including directors) employed by the Group during the year was:




  Management and administration

31

58


  Sales and distribution

7

7


  Operations

282

503



               

               



320

568



               

               







Staff costs are included within administrative expenses in the income statement.



2007

US$'000

2006

US$'000

c)

Other items








Fees payable to Baker Tilly UK Audit LLP (2006 : Baker Tilly)

  for the audit of Company's annual financial statements

36

39


Fees payable to associates of company's auditors




  for other services:




  The audit of the Company's subsidiaries

49

36


  Taxation services

-

32


Depreciation of property, plant and equipment

1,178

1,004


Loss on disposal of property, plant and equipment

95

11


Rentals under operating leases

- land and buildings

77

75


- barges and containers

222

262


- motor vehicles

8

27


Directors' remuneration (note 9)




- Directors' emoluments - salaries

176

83


 - pension costs

6

6






Exceptional items








Impairment of goodwill

9,010

-


Impairment loss on property, plant and equipment

1,131

-



                 

                



10,141

-



                 

                









8.

TAXATION    

2007

US$'000

2006

US$'000


Overseas tax:




  Current year

142

321



                

                







Factors affecting tax charge for the year:

2007

US$'000

2006

US$'000


The tax assessed differs from the standard rate of

corporation tax in the UK (30%). The differences are explained below:




(Loss)/profit before tax

(10,689)

1,904



               

               


(Loss)/profit before tax multiplied by standard rate of corporation tax in the UK of 30% (2006: 30%)

(3,207)

571


Effects of:




Different tax rates on overseas earnings

93

(31)


Expenses not deductible for tax purposes

4,813

563


Non-taxable income

(1,564)

(821)


Utilisation of tax losses previously not recognised

7

(9)


Addition to tax losses

-

48



                

                


Tax charge for the year

142

321



                

                











In respect of subsidiary companies operating in Hong Kong, provisions for Hong Kong profits tax are calculated at 17.5% (2006: 17.5%) of the estimated assessable profits for the year.


Subsidiary companies operating in the People's Republic of China are subject to Enterprise Income Tax ('EIT') at rates ranging from 15% to 33%. However, certain subsidiaries are subject to tax holidays from the local tax authorities under income tax law. Others had tax losses brought forward from previous years.


No deferred tax is recognised on the unremitted earnings of the overseas subsidiary companies, as no dividend payments due to UK parent company are expected to be made in the foreseeable future. A deferred tax asset of approximately US$879,000 (2006: approximately US$109,000) has not been recognised in respect of tax losses carried forward due to the uncertainty of the timing of future taxable profits against which these losses can be offset.



9.    DIRECTORS' REMUNERATION


Fees of US$47,494 (2006: US$47,876) were paid to certain directors through Winbest Resources Limited, a company which is ultimately controlled by Chin Dynasty Foundation Limited. These fees are in addition to fees of US$181,821 (2006: US$89,360) that were paid to the directors by Group companies, as disclosed in note 7. For the purpose of this disclosure, the directors are considered to be key management of the group.



10.    DIVIDEND


    The directors do not recommend the payment of any dividend.



11.    LOSS PER SHARE - BASIC AND DILUTED


i)      From continuing operations


The calculation of basic and diluted earnings per share is based on the loss attributable to equity shareholders of the Group of US$9.875 million (2006: profit of US$0.953 million) and the weighted average number of shares in issue of 1,978,895,097 (2006: 1,978,895,097).


ii)      From discontinued operations


The calculation of basic and diluted earnings per share is based on the loss attributable to equity shareholder of the Group of US$21.4 million (2006: loss of US$3.074 million) and the weighted average number of shares in issue of 1,978,895,097 (2006: 1,978,895,097).





12.    GOODWILL


Goodwill on

acquisition of subsidiaries


2007

2006


US$'000

US$'000

Cost

At 1 January 

22,807

22,807

Exchange realignment

(1)

5


                  

                  

At 31 December

22,806

22,812


                  

                  

Provision

At 1 January 

1,995

-

Impairment charge for the year

18,977

2,000


                  

                  

At 31 December 

20,972

2,000


                  

                  

Net book value

At 31 December

1,834

20,812


                  

                  

At 1 January

20,812

22,807


                  

                  


Commencing from 1 January 2006, no amortisation of goodwill is provided and an annual impairment test is made to assess the fair value of goodwill.


The impairment charge in the year ended 31 December 2007 is in respect of the cessation of the Group's power plant operation and other discontinued activities during the year. The goodwill balance at 31 December 2007 relates to the Group's remaining operations.



13.    PROPERTY, PLANT AND EQUIPMENT

Land and buildings

Plant and machinery

Furniture, fixtures and equipment

Oil storage tanks

Vessels

Motor vehicles

Construction in progress

Total

GROUP

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

Cost 









At 1 January 2006

22,065

21,040

7,947

173

2,446

687

466

54,824

Exchange realignment

(300)

1,029

175

-

150

16

-

1,070

Transfers

-

88

-

-

-

-

(88)

-

    

Additions

140

1,250

47

-

-

12

327

1,776

Disposals

-

-

(4)

-

(871)

-

-

(875)

    


                 

                 

                 

                 

                 

                 

                 

                 

At 1 January 2007

21,905

23,407

8,165

173

1,725

715

705

56,795

Exchange realignment

787

1,239

519

-

-

17

-

2,562

Additions

932

3,010

104

-

831

136

174

5,187

Disposals

-

-

-

-

(430)

-

-

(430)


                 

                 

                 

                 

                 

                 

                 

                 

At 31 December 2007

23,624

27,656

8,788

173

2,126

868

879

64,114


                 

                 

                 

                 

                 

                 

                 

                 

Depreciation









At 1 January 2006

6,584

9,471

4,581

13

1,079

515

-

22,243

Exchange realignment

(39)

(65)

33

-

20

6

-

(45)

    

Charge for the year

416

930

546

-

183

52

-

2,127

Disposals

-

-

(3)

-

(370)

-

-

(373)


                 

                 

                 

                 

                 

                 

                 

                 

At 1 January 2007

6,961

10,336

5,157

13

912

573

-

23,952

Exchange realignment

292

607

339

-

(5)

16

-

1,249

Charge for the year

546

509

272

-

177

75

-

1,579

Disposals

-

-

-

-

(236)

-

-

(236)

Impairment charge

2,999

7,891

2,257

-

-

27

20

13,194


                 

                 

                 

                 

                 

                 

                 

                 

At 31 December 2007

10,798

19,343

8,025

13

848

691

20

39,738


                 

                 

                 

                 

                 

                 

                 

                 

Net book value









At 31 December 2007

12,826

8,313

763

160

1,278

177

859

24,376


                 

                 

                 

                 

                 

                 

                 

                 

At 31 December 2006

14,944

13,071

3,008

160

813

142

705

32,843


                 

                 

                 

                 

                 

                 

                 

                 

At 31 December 2005

15,481

11,569

3,366

160

1,367

172

466

32,581


                 

                 

                 

                 

                 

                 

                 

                 

Of the depreciation charge for the year, US$788,000 (2006: US$618,000) is included in cost of sales, US$390,000 (2006: US$386,000) is included in administrative expenses and US$401,000 (2006: US$1,123,000) is included in exceptional item, in the income statement.

The impairment charge has been made as a result of the cessation of the Group's power plant operation during the year.





At 31 December 2007, the net book values of land and buildings, plant and machinery, fixtures and equipment are further analysed as follows:

                


Terminal

US$'000

Power plant

US$'000

Mining zone

US$'000

Others

US$'000

Total

US$'000

Land

- short lease

2,757

-

-

-

2,757

- unspecified leases

1,378

-

-

-

1,378


                

               

               

               

                


4,135

-

-

-

4,135

Buildings

8,691

-

-

-

8,691


                

               

               

               

                

Land and buildings

12,826

-

-

-

12,826


                

               

               

               

                

Plant and machinery

8,286

-

27

-

8,313


                

               

               

               

                

Furniture, fixtures and equipment

183

-

-

580

763


                

               

               

               

                


On 31 December 2003, a guarantee was given by the Company's subsidiary, Keen Chance Terminal (GZ) Company Limited ('KCT') for banking facilities granted to a fellow investor, Miaotou Economic Development Company Limited ('MEDCL'), in KCT (see note 27(b)).

The Group has obtained land use right and real estates certificates on the terminal's land under short leases from the local land authority. Land with a value of US$ 1,378,309 held under unspecified leases of the terminal is land held for industrial use for which the relevant land use right certificate has not been obtained and thus the term of the lease has yet to be agreed.

Included in land and buildings is short lease land on which the power plant, related ash storage pools and ancillary facilities are located. In addition, they also include land held for industrial use in respect of which the Group has not obtained the relevant land use right certificate.

Under the law of the People's Republic of China, land held for industrial use and the buildings without building ownership certificates can only be used for identified industrial purposes. The Group has not obtained any building ownership certificates in respect of the buildings of the Group. The Group cannot legally sell or mortgage such properties until the relevant land taxes have been paid to the local land authority. However there is no binding agreement for the taxes to be paid.



14.

INVESTMENTS IN SUBSIDIARIES


COMPANY


2007

US$'000


2006

US$'000 


Unlisted shares, at cost




At 1 January 2007 and 31 December 2007

  56,015

  56,015






Provision for impairment




At 1 January

-

-


Charge for the year

  31,797

  -


At 31 December

  31,797

  -






Net book value




At 31 December

  24,218

  56,015






At 1 January

  56,015

  56,015

At 31 December 2007, the Company held 100% of the ordinary shares of Arko Offshore Holdings Limited, a company incorporated in the British Virgin Island ('BVI'), whose principal activity was that of a holding company. Arko Offshore Holdings Limited had the following subsidiary undertakings:


Name 

Holding ordinary shares/registered capital

Business activities 

Country of incorporation





Arko Energy Limited

100%

Investment holding

British Virgin Islands

Arko Consultants Limited 

100%

Providing management services

British Virgin Islands

Arko Pacific Limited

100%

Investment holding

British Virgin Islands

Long Prosperity Industrial Limited*

100%

Investment holding

Republic of Seychelles

Arko Silicon (Hubei) Limited*

100%

Dormant

People's Republic 

of China

Sanko Mineral Limited*

 

100%

Sub-letting of yachts, ships

and vessels

British Virgin Islands

Arko Logistics Limited*

100%

Providing logistics 

and related services

Hong Kong

Arko Satellite Limited*

100%

Dormant

British Virgin Islands

Arko Terminal Limited ('ATL')*

100%

Investment holding

Republic of Seychelles

Changzhou Power Development Company Limited*

59.2%

Operating a coal-fired thermal power plant

People's Republic 

of China

Keen Chance Terminal (GZ) Company Limited*

40%

Investing in and operation

of a terminal and providing

logistics services

People's Republic

of China

Fujian Sanko Mining Limited*

70%

Dormant

People's Republic 

of China

    * held by a subsidiary of Arko Offshore Holdings Limited     


The 40% equity interest in Keen Chance Terminal (GZ) Company Limited ('KCT') previously held by Keen Lloyd Energy Limited ('KLEL'), a subsidiary of Keen Lloyd Holdings Limited ('KLHL'), has been transferred to ATL. The transfer has been submitted for registration to the relevant PRC authorities. 


Pursuant to an agreement dated 5 April 2002 entered into between KLEL and Miaotou Economic Development Company Limited ('MEDCL'), (a shareholder of KCT who held a 30% equity interest in KCT), MEDCL agreed to vote in accordance with the instructions of KLEL at board meetings in view of its indebtedness to KLEL, for an approximate sum of RMB78 million (equivalent to US$9.4 million), and KLEL intended to convert the outstanding loan into registered capital of KCT.








On 22 April 2003, KLEL entered into a shareholder agreement with MEDCL and Harbour Economic Development Company Limited ('HEDCL'), another shareholder in KCT, whereby all parties agreed that MEDCL has unconditionally transferred the authority empowered to its directors representative (including their rights and obligations) to KLEL until KLEL transferred the 40% equity interests in KCL to ATL to reiterate the aforesaid agreement dated 5 April 2002.


On 16 May 2003, a supplemental agreement was entered into between ATL, KLEL, MEDCL and HEDCL by which all parties agreed that the above authority transferred to KLEL would be vested in ATL after KLEL completed the transfer of equity interests in KCT to ATL.


In accordance with the terms and conditions set out in the above agreements, KLEL effectively controls the board of KCT and this arrangement has been confirmed by the shareholders of KCT. In 2002, a Hong Kong lawyer expressed his view that KCT is a subsidiary of KLEL under Hong Kong Company Law. Control of KLEL has been transferred to ATL and therefore in the opinion of the directors, KCT is a subsidiary of ATL under the Companies Act 1985.


KCT will be a legal subsidiary of ATL immediately upon the registration of the transfer of the 40% of equity in KCT from KLEL to ATL.


During the second half of 2007, pursuant to an agreement signed with the Hubei Provincial Economic Committee Bureau, Suizhou City Government and the Hubei Provincial Electricity Co., Ltd. on 30 June 2007, the power plant factory of Changzhou Power Development Company Limited has been ordered to close down its operation from July 2007 onwards owing to the macroeconomic and administrative measures imposed by the order of State Council to clear off those ineffective coal-fired power plants in Hubei Province.



15.    AVAILABLE-FOR-SALE INVESTMENTS


2007

US$'000

2006

US$'000





Unlisted in PRC


12

12



               

               

The above investment represents 20% of the ordinary shares in a company incorporated in the People's Republic of China, Guangzhou Keen Lloyd Shipping Agents Limited, at consideration of RMB 100,000 (approximately US$12,000). The associate is principally engaged in provision of logistics and related services. It is not treated as an investment in associate on the ground of its immaterial amount.



16.    INVENTORIES


Inventories represent consumables. There was no significant difference between the replacement cost and the value shown in the balance sheet.

 




17.    TRADE AND OTHER RECEIVABLES



Group 


Company



2007

US$'000

2006

US$'000

2007

US$'000

2006

US$'000

Amounts falling due within one year:





Trade receivables

1,689

1,985

-

-

Deposits

700

652

-

-

    

Prepayments 

3

-

-

-

    

Other receivables 

2,528

3,116

63

44

    

Amount due from shareholders

1,656

3,585

-

-

Amount due from related companies

64

645

-

-

Amount due from immediate holding company

1,672

165

-

-


                  

                  

                  

               

    

8,312

10,148

63

44


                  

                  

                  

               

Trade receivables are due within 30 days from the date of billing. Further details on the Company's credit policy are set out in note 23(a).


The ageing analysis of trade debtors and that are neither individually nor collectively considered to be impaired are as follows:


2007

2006



US$'000

US$'000






    

Neither past due nor impaired

  751

  896






Less than one month past due

443

515


1 to 3 months past due

  495

  574


Total amounts past due

  938

  1,089


Total

  1,689

  1,985



Receivables that were neither past due nor impaired relate to a wide range of customers for whom there was no recent history of default.


Receivables that were past due but not impaired relate to a number of customers that have a good track record with the Group. Based on past experience, management believes that no impairment allowance is necessary in respect of these balances as there has not been a significant change in credit quality and the balances are considered fully recoverable. The Group does not hold any collateral over these balances.


Note:

Included in other receivables at 31 December 2007 are amounts due from (non-group) related companies as follows:

-   Tanko Electronics Limited - US$Nil (2006: US$38,687)

-   Guangzhou Tung Lloyd Shipping Agency Company Limited - US$351,874 (2006: US$328,723)

-   Guangzhou Winko Investment Limited - US$Nil (2006: US$91,680) 

-   Guangzhou Keen Lloyd Copper Industry Company Limited - US$42,148 (2006: US$81,126)

-   Keen Lloyd Holdings Limited - US$1,671,947 (2006US$165,166)

The amounts are of the nature of current account, interest free, unsecured and repayable on demand.



18.    CASH AND CASH EQUIVALENTS




2007

2006



US$'000

US$'000





Cash in hand and at bank


428

838



                

                








Floating rate



2007

2006

Currency


US$'000

US$'000





Hong Kong Dollars


405

517

    

Chinese RMB


22

321

UK Pound Sterling


1

-



________

________



428

838



                

                


19.    TRADE AND OTHER PAYABLES


Group

Company



2007

US$'000

2006

US$'000

2007

US$'000

2006

US$'000

    Amounts falling due within one year:






    Trade payables

991

492

105

65

    Other payables 

529

364

-

-

    Accruals

737

882

95

58

    Amount due to related companies

77

499

-

-

    Deferred income

1,272

354

-

-


                

                

                

                


3,606

2,591

200

123


                

                

                

                


20.

Bank LOANS, other loans and financial instruments    


2007

US$'000


2006

US$'000


Analysis of debt maturity




Amounts payable and due within




- Two to five years

1,915

1,915



                

                

The bank loan is unsecured, with interest accruing at the fixed rate of 5.85% per annum.


The Company had no other financial liabilities.


The Group holds financial instruments in order to finance its operations and to manage interest rate and currency risks. Group operations are financed by means of retained profits and a mixture of both short and medium term debts. The Group borrows, through banks and from related parties, in local currencies at fixed rates. The Group does not trade in any way in financial instruments.



21.    ADVANCE FROM FELLOW INVESTORS IN SUBSIDIARY


An amount was advanced from Miaotou Economic Development Company Limited of US$718,004 (2006 : US$718,004) and a further amount from Walton Enterprises Limited of US$68,673 (2006 : US$68,673). These amounts are unsecured, interest free and no fixed term of repayment.





22.    share capital

2007

2006


Number

£

Number

£

a)    Authorised: 

Ordinary shares of 0.5p each

30,000,000,000

150,000,000

30,000,000,000

150,000,000


                          

                     

                         

                     

Equivalent to:


US$ 

265,395,280


US$ 265,395,280



                     


                     

Allotted, called up and fully paid:

Ordinary shares of 0.5p each

1,978,895,097

US$ 

14,921,520

1,978,895,097

US$ 14,921,520


                          

                     

                         

                     


Share options


The Company operates a share option scheme. During the year ended 31 December 2002, the Company granted share options to its advisers as part of payment for services provided. Details of share options transactions during the year ended 31 December 2007 are set out below:







Number of

Number of

Number of

Date granted

Exercisable period

Exercise

shares

shares

shares

From

To

price

At 1 January

 2007

granted/(lapsed)

At 31 December

 2007








10.5.2002

27.6.2002

10.5.2007

2p

300,000

(300,000)

-





                

                

                


b)    Capital management


The Group's main objective when managing capital is to provide returns to shareholders by ensuring the Group will continue to trade in the foreseeable future. The Group also aims to maximise its capital structure of debt and equity so as to minimise its cost of capital.


The Group manages its capital with regard to the risks inherent in the business and the sector within which it operates by monitoring its gearing ratio on a regular basis.


The Group considers its capital to include share capital, share premium, translation reserve and retained earnings.


Net debt includes short and long-term borrowings net of cash and cash equivalents.




2007

US$'000

2006

US$'000






Total debt

7,442

6,885


Less cash and cash equivalents

(428)

( 838)


Net debt

                 

                 



7,014

6,047



                 

                 


Total equity

27,644

57,845



                 

                 


Debt to capital ratio

25%

10%



                 

                 





The Group does not have any externally imposed capital requirements.


23.    FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES


The principal risks arising from the Group's financial instruments are credit risk, interest rate risk, liquidity risk and exchange rate risk. The Group board reviews and agrees policies for managing each of these risks and these are summarised below. These policies have been developed during the current accounting period as a consequence of the Group's expansion.


a)    Credit risk


Credit risk is the potential financial loss resulting from the failure of a customer or counterparty in setting their financial and contractual obligations to the Group, as and when they fall due.


The Group's primary exposure to credit risk arises through its trade receivables. The management has a credit policy in place and exposure to credit risk is monitored on an ongoing basis. Other financial assets of the Group with exposure to credit risk include cash and deposits that are placed with financial institutions which are regulated.


At the balance sheet date, there was no significant concentration of credit risk.


b)    Liquidity risk


The Group's policy is to regularly monitor current and expected liquidity requirements and its compliance with lending covenants, to ensure that it maintains sufficient reserves of cash and readily realisable marketable securities and adequate committed lines of funding from major financial institutions to meet its liquidity requirements in the short and longer term.



b)    Liquidity risk

The following table details the remaining contractual maturities at the balance sheet date of the Group's financial liabilities, which are based on contractual undiscounted cash flows (including interest payments computed using contractual rates or, if floating, based on rates current at the balance sheet date) and the earliest date the Group can be required to pay:


Group

Group


  2007

2006



Total


More than




Total


More than





contractual

Within 1

1 year but




contractual

Within 1

1 year but




Carrying

undiscounted

year or on 

less than

More than


Carrying

undiscounted

year or on 

less than

More than



amount

cash flow

demand

2 years

5 years


amount

cash flow

demand

2 years

5 years



US$'000

US$'000

US$'000

US$'000

US$'000


US$'000

US$'000

US$'000

US$'000

US$'000















Trade payables

991

991

991

-

-


492

492

492

-

-


Other payables

529

529

529

-

-


364

364

364

-

-


Accruals

737

737

737

-

-


882

882

882

-

-


Bank loans

1,915

1,915

-

-

1,915


1,915

1,915

-

-

1,915


Loan from fellow investors in













  subsidiary companies  

787

787

  -

  -

787


  787

  787

  -

  -

  787


Amount due to related companies

  77

  77

  77

  -

  -


  499

  499

  499

  -

  -
















5,036

5,036

2,334

-

2,702


4,939

4,939

2,237

-

2,702



======

======

======

=====

======


======

======

=======

=====

======




Company

Company


  2007

2006



Total


More than




Total


More than





contractual

Within 1

1 year but




contractual

Within 1

1 year but




Carrying

undiscounted

year or on 

less than

More than


Carrying

undiscounted

year or on 

less than

More than



amount

cash flow

demand

2 years

5 years


amount

cash flow

demand

2 years

5 years



US$'000

US$'000

US$'000

US$'000

US$'000


US$'000

US$'000

US$'000

US$'000

US$'000















Trade and other payables

200

200

200

-

-


123

123

123

-

-


Amount due to subsidiary  

  2,299

  2,299

  2,299

  -

  -


  1,937

  1,937

  1,937

  -

  -



2,499

2,499

2,499

-

-


2,060

2,060

2,060

-

-



======

======

======

=====

=====


======

======

======

=====

=====





c)    Foreign exchange risk

The Group's businesses include revenue and expenses which are principally conducted in Chinese Renminbi ('RMB') through its subsidiaries in PRC. The Group is largely exposed to foreign currency risk with respect to United States dollars. Foreign exchange risk mainly arises from recognised assets and liabilities and net investments in foreign operations.


The Group did not use any forward contract or currency borrowing to hedge its exposure to foreign currency risk. However, the directors will monitor the related foreign currency exposure closely and will consider hedging significant foreign currency exposures should the need arise in the future.

No entity in the Group has material assets and liabilities denominated in currency other than functional currency of that entity, therefore no material foreign exchange risk arises.


d)    Interest rate risk

Group borrowings are held in local currencies. Current loans are at fixed rates. The Group's policy for future borrowings will be to take floating rates unless fixed rate finance is available at particularly attractive rates. There is no material exposure to interest rate risk at 31 December 2007 (2006:nil)


Summary of financial instruments by category

The carrying amounts of the Group's financial assets are categorised as loans and receivables


Financial assets

2007

US$'000

2007

US$'000

2006

US$'000

2006

US$'000

    


Group

Company

Group

Company

Trade receivables

1,689

-

1,985

-


Deposits

700

-

652

  -

Other receivables

2,528

63

3,116

   44

Cash and cash equivalents

428

1

838

  -


   5345

  64

  6,591

  44

Financial liabilities




Group              

2007


2006


Financial
liabilities

at amortised

cost



Financial
liabilities

at amortised

cost


US$'000



US$'000






Trade payables

991



492

Other payables

529



364

Accruals

737



882

Amount due to related companies

77



499

Bank loan

1915



1915

Loans from fellow investors in a subsidiary





   

  787



  787


  5,036



  4,939







Company

2007


2006


Financial
liabilities

at amortised

cost



Financial
liabilities

at amortised

cost



US$'000



US$'000


Trade and other payables

200



123


Amount due to a subsidiary

  2,299



  1,937



  2,499



  2,060





Sensitivity analysis


The Group is not exposed to interest rate risk as its bank borrowings are at a fixed rate and that from fellow investors in subsidiaries on an interest free basis. The Group monitors closely its interest rate exposure and will consider hedging significant interest rate exposure should the need arise in the future.


The interest rate risk profile of the Group's financial liabilities as stated in note 23(b) are as follows:


Group




Currency




Total

Interest-free

Fixed rate

Fixed rate weighted average interest rate at 

Fixed rate weighted average period for which rate is fixed


US$'000

US$'000

US$'000

%

Years

2007






RMB

2,702

787

1,915

5.85

1


               

               

               




2,702

787

1,915




               

               

               



2006






RMB

2,702

787

1,915

5.85

1


               

               

               




2,702

787

1,915




               

               

               



All financial liabilities with maturity of less than 5 years bear no interest.

The Company incurs no interest rate risk as it does not have any liability of bank or other borrowings.


e)    Fair value estimation


The fair value of the Group's trade receivables is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments.


The carrying amounts of the Group's financial assets, including cash and cash equivalents, other receivables and financial liabilities, including trade and other payables and bank borrowings approximate their fair values as at 31 December 2007 and 2006.


24.    RELATED PARTY TRANSACTIONS

Other than transactions otherwise disclosed in the financial statements, the Group and the Company had the following material transactions which were carried out on an arm's length basis with related parties during the year:







Name of company

Note

Nature

2007

2006




US$'000

US$'000






Guangzhou Tung Lloyd Shipping Agency Limited

(a)

Agency charges

77

74

Winko Metal Limited

(b)

Hiring charges for Motor Vehicle

8

23

Tanko Electronics Limited

(b)

Management fee received

-

25


Notes:

(a)  A company in which the Chairman, Mr Qin Shun Chao, is a director.

(b)  Companies which are controlled by Keen Lloyd Holdings Limited.


25.    OPERATING LEASE COMMITMENTS

At 31 December 2007, the Group had total commitments in respect of land and building under operating leases:


2007

2006


US$'000

US$'000

Leases which expire:



in the next year

171

116

in the second to fifth years

741

57


                  

                  


912

173


                  

                  


26.    CAPITAL COMMITMENTS


At 31 December 2007, the Group had a capital commitment contracted for as follows:

-                in respect of the acquisition of 7 gantries from a non-related supplier in the sum of RMB 81,000,000 intended for use by a subsidiary company, Keen Chance Terminal (GZ) Company Limited. At 31 December, 2007, the Group has settled RMB20,000,000.


The Company had no other significant capital commitments.



27.    CONTINGENT LIABILITIES

(a)    On 23 July 1998, a subsidiary of the Company, Keen Chance Terminal (GZ) Company Limited ('KCT'), gave a guarantee for RMB50 million (equivalent to approximately US$5.9 million) in favour of the Huangpu Branch of the Industry and Commercial Bank of China for banking facilities granted to Harbour Economic Development Company Limited ('HEDCL'), a fellow investor in KCT and its ultimate controlling party, Guangzhou Huangpu Foreign Trade Group Company Limited and secured over their equity interests in KCT. HEDCL was unable to repay the loans due to the bank. The bank took action against KCT to enforce the guarantee for the outstanding loan.


(b)    On 9 November 1999, KCT gave a guarantee for RMB18 million (equivalent to approximately US$2.1 million) in favour of Nangang Rural Credit Co-operation Bank for banking facilities granted to Miaotou Economic Development Company Limited ('MEDCL'), a fellow investor in KCT, secured over its equity interests in KCT. MEDCL was unable to repay the outstanding loan.


On 27 September 2001, the Guangzhou Law Court delivered an order and notice that the guarantees above were invalid and MEDCL's equity interest in KCT was frozen.


Based on legal advice, the equity interests had no material impact on the operations of KCT and the directors consider that no provision is required.


KCT maintains that the guarantee given was invalid on the following grounds:

(1)    such guarantee did not have approval from the board of directors of KCT;
(2)    in accordance with the law of the People’s Republic of China, the board of directors and the management of KCT cannot give KCT's properties for guarantee to its shareholder; and
(3)    the controlling party of HEDCL has not held a valid business licence since 1998 and ceased operations in 1999. In accordance with the banking regulations of the People’s Republic of China, the bank cannot lend money to enterprises which do not have a valid business licence.

The legal proceedings are still in progress. Based on legal advice, the directors are of the opinion that, the loan agreement was void because it was illegal and accordingly, the guarantee contract was also invalid.



Furthermore, Keen Lloyd Holdings Limited, the Company's parent company, has indemnified the Group against any loss KCT will suffer should the guarantee be enforceable.


Accordingly, the directors are of the opinion that no provision should be made in the financial statements for any possible claim from the bank in respect of the litigation.


(c)    Following the closure of the power plant on 30 June 2007, the Group may be required to incur decommissioning costs in respect of the power plant site. The Group is unable to estimate such costs since the power plant can be sold to other larger power plant companies in China before 31 December of 2010 (the date at which the plant is required to be demolished). If a sale is achieved, no decommissioning costs will be incurred. Accordingly, no provision is made in respect of these costs in these financial statements.



28.    ADOPTION OF NEW AND REVISED STANDARDS


In the current year, the Group has applied all the standards, amendment and interpretations ('New IFRSs') issued by the International Accounting Standards Board (the 'IASB') and the International Financial Reporting Interpretations Committee (the 'IFRIC') of the IASB that are effective for the Group's financial year beginning on 1 January 2007.


The Group has not early applied the following new and revised standards or interpretations that have been issued at the date of this report but are not yet effective.


IAS 1 (Revised)

Presentation of Financial Statements1 

IAS 23 Revised)

Borrowing Costs1

IAS 27 (Revised)

Consolidated and Separate Financial Statements2

IAS 32 and IAS 1 (Amendment)

Putable Financial Instruments and Obligations Arising on Liquidation1

IFRS 2 (Amendment)

Vesting Condition and Cancellations1

IFRS 3 (Revised)

Business Combinations2

IFRS 8

Operating Segments1

IFRIC 11

IFRS 2: Group and Treasury Share Transactions3

IFRIC 12

Service Concession Arrangements4

IFRIC 13

Customer Loyalty Programmes5

IFRIC 14

IAS 19: The Limit on a Defined Benefit Asset, Minimum Funding


  Requirements and their interaction4



1  Effective for annual periods beginning on or after 1 January 2009

2  Effective for annual periods beginning on or after 1 July 2009

3  Effective for annual periods beginning on or after 1 March 2007

4  Effective for annual periods beginning on or after 1 January 2008

5  Effective for annual periods beginning on or after 1 July 2008


The Group is in the process of making an assessment of what the impact of the above new amendments, standards and interpretations will be on the Group's financial statements but are not yet in a position to state whether they would have a material financial impact on the Group's consolidated financial statements.


29.    EXCHANGE RATE


The US Dollar to Pound Sterling exchange rate at 31 December 2007 was US$1.9994/£ (2006: US$1.9585/£).



30.    ULTIMATE CONTROLLING PARTY


The directors consider that Chin Dynasty Foundation Limited ('CDFL'), a company incorporated in the British Virgin Islands is the ultimate holding company. CDFL is controlled by the Chin Dynasty Fund. No group financial statements for CDFL are published.


The Chin Dynasty Fund is a discretionary trust where Mr. Qin Shun Chao is the settlor. Members of Mr. Qin's family are the potential beneficiaries of the trust.


The Company's immediate parent company is Keen Lloyd Holdings Limited, a company incorporated in the British Virgin Islands.


The announcement set out above does not constitute a full financial statement of the Company's affairs for the year ended 31 December 2007. The Company's auditors have reported on the full accounts for the said year and have accompanied them with an unqualified report. The accounts have yet to be delivered to the Registrar of Companies. The annual report and accounts will be available from the Company's nominated adviser, Nabarro Wells & Co. Limited, Old Change House, 128 Queen Victoria StreetLondon EC44BJ.


Enquiries:


Angela Leung - Arko Holdings plc

Tel: 00 852 2219 9999. Email: angelal@arkoholdings.com


Robert Lo / Marc Cramsie - Nabarro Wells & Co. Limited

Tel: 020 7634 4705. Email: robertlo@nabarro-wells.co.uk / marccramsie@nabarro-wells.co.uk



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