TIDMNWIG
RNS Number : 6396J
Northwest Investment Group Ltd
29 June 2017
29 June 2017
NORTHWEST INVESTMENT GROUP LIMITED
("NWIG" or the "Company")
FINANCIAL RESULTS FOR THE YEARED 31 DECEMBER 2016
CHAIRMAN'S STATEMENT
FOR THE YEARED 31 DECEMBER 2016
Since admission to AIM we have been engaged in identifying
high-value investment targets in the hydropower market in Western
China in accordance with the investing policy of the Company.
We have dedicated ourselves to making a sizeable acquisition and
have engaged with numerous people and organizations in order to
acquire or invest in hydropower projects. During the first half of
2016, we closely examined three projects for possible investment
and as part of this, in 2016, we started a due diligence exercise
on a remote monitoring project on power system and two engineering
companies related to hydropower. However, negotiations over these
projects were suspended due to various issues arising from due
diligence. At the same time, 2016 showed a distinct cooling of
interest in the London markets for investments in Chinese
companies, which weakened the motivation of two hydropower
companies which had been exploring the possibility of raising money
on the London Stock Exchange through a combination with the
Company. Despite these setbacks, the board continues its'
endeavours to search and select high-quality assets to be injected
into NWIG. We will update shareholders as and when an appropriate
target is identified. Since the Company has not substantially
implemented its investing policy within 18 months of Admission
then, in accordance with the AIM Rules, the Company's investing
policy is subject again to the approval of shareholders at the
annual general meeting.
In 2016, we broadened our search to look at other clean energy
projects, following the "One Belt One Road" ("OBOR") policy put
forward by President Xi of the People's Republic of China. We
believe the OBOR policy could be a great stimulus to the clean
energy industry in Northwest China. We have also upgraded our
internal management system and built up stronger relationships with
our partners which will enhance our ability to invest in good
projects in the future. This year, we also expanded our horizon to
look at deals involving new technologies. However, we have not as
yet concluded a transaction in the current financial environment.
The Company's current investing policy is set out in full
immediately following this statement and is included, with a number
of minor amendments, in the circular containing the Notice of
Annual General Meeting accompanying the accounts.
As the business develops, we will continue to attract talented
and qualified personnel, to assist us to identify strategic
objectives. I would once again like to extend my sincere thanks to
my staff and board for their heard work, and support.
....................................
Kaifeng Li
Chairman
29 June 2017
Copies of the Annual Report and Notice of AGM are being posted
to shareholders today and will shortly be made available on the
Company's website at http://www.northwestinv.com/
For further information:
Northwest Investment Group Ltd.
Kaifeng Li, Chairman Tel: +86-(0)10 8724 6052
http://www.northwestinv.com/
ZAI Corporate Finance Limited (Nomad)
Ray Zimmerman / Ruby Qu Tel: +44 (0) 20 7060 2220
www.zaicf.com
INVESTING POLICY
FOR THE YEARED 31 DECEMBER 2016
The Company's objective is to generate an attractive rate of
return for Shareholders by taking advantage of opportunities to
invest in the hydropower market in Western China. The Directors
believe that Western China is relatively underdeveloped and
therefore offers an attractive potential opportunity to invest in
hydropower energy. The Directors also believe that it is likely
that there will be continued governmental support for investment in
hydropower projects in this region. The Company is seeking to make
a sizeable acquisition, which most likely would be deemed a Reverse
Takeover and therefore would require shareholders' approval. It
does not intend to make any other smaller acquisitions or
investments before then. The Company will ultimately aim to
acquire/invest in up to 2 power-generation projects with a capacity
of approximately 200 megawatts, although the Directors may target
projects with a greater capacity. The Directors hope that the
construction of these projects can be completed in the near future.
Before making an acquisition the Board or an independent third
party will carry out a feasibility study report to check the
environmental impact and to carry out a relevant profitability
analysis for each potential project. The Board will only complete
an acquisition if the project is considered environmentally
friendly and economically profitable.
The Company will be a value and growth oriented investor,
targeting opportunities with the ability for the Company to add
value either through its access to capital, its network of contacts
or by recruiting high quality personnel. The Company intends to be
an "active" investor rather than a "passive" investor.
The Company does not have a fixed life but the Directors
undertake to propose a resolution for the winding-up of the Company
if no investments are made within six years of Admission. If such
resolution is not passed, the Company will continue its operations
and a similar resolution will be put to Shareholders each year
thereafter if no investments have been made. In addition, pursuant
to the AIM Rules for Companies, if the Company has not
substantially implemented its investment policy before the next
annual general meeting in 2017, the investment policy will be
subject to approval by Shareholders at the next annual general
meeting and annually thereafter.
As the Company's Investment Policy is, in the first instance, to
seek an acquisition which would be deemed a Reverse Takeover and
therefore result in the Company ceasing to be an "investing
company" for the purposes of the AIM Rules and becoming a holding
company of an operating business, it will not be relevant for the
Company to undertake periodic reporting of its net asset valuation
before such an acquisition is made. Full year and half yearly
financial reporting will be undertaken in accordance with the AIM
Rules.
The Company has been advised that there are no specific
licences, consents or approvals required to carry on the Company's
current activities in the BVI. The Company has also been advised
that it does not require any specific licences in relation to its
current activities in the PRC and that it has reasonable grounds to
believe that it can obtain all necessary licences and permits at
the relevant time in order to make the proposed acquisition
detailed above.
It should be noted that the nature of the Company's activities
is speculative and, being dependent on specific investment
opportunities, uncertain, accordingly, an investment in the
Ordinary Shares is designed only for investors who understand such
risks and uncertainties and who can afford to bear the loss of
their individual investment.
DIRECTORS' REPORT
FOR THE YEARED 31 DECEMBER 2016
The directors present their report and the audited financial
statements for the year ended 31 December 2016.
Principal activities, trading review and future developments
The Company was incorporated in British Virgin Islands on 26
August 2008 under the BVI Business Companies Act 2004 with Company
number 1500784.
The Company has been established for the purpose of identifying
and acquiring, or investing in, energy projects with a focus on
Western China and did not have any trading activity during the year
under review.
It is considered that the development of the Company and its
position at 31 December 2016 are fairly set out in the accompanying
accounts.
Results and dividends
The results for the period are set out on page 8. The directors
do not recommend a dividend payment for the period.
Directors and their interests
The directors who have held office during the period and their
beneficial interests in the shares of the Company as at 31 December
2016 are:
Number of shares %
Kaifeng Li 9,100,000 6.79%
Zheng Kang - -
Enxia Liu 3,900,000 2.91%
Kaming Wong (resigned 18 January 2016) - -
Yi Feng - -
Directors' remuneration
Directors' remuneration during the year was as follow:
Executive GBP'000
Kaifeng Li 20
Zheng Kang 16
Enxia Liu 12
Non executive
Kaming Wong (resigned 18 January 2016) -
Yi Feng 4
Directors' remuneration include salary and fee received for
services rendered with no pension contributions, options or other
benefits paid.
Share Dealing Code
The Company has adopted and will continue to operate a share
dealing code for directors and employees in accordance with the
Rule 21 of the AIM Rules for Companies and will take all reasonable
steps to ensure compliance by the Company's directors and
applicable employees.
Significant shareholdings
As of 26 June 2017 the Company had been notified of the
following interests in its ordinary shares which represent 3% or
more of the issued share capital of the Company.
Name Number of shares %
Xinyan Li 96,000,000 71.64%
Capita IRG Trustees (nominees) 24,997,370 18.65%
Kaifeng Li 9,100,000 6.79%
DIRECTORS' REPORT
FOR THE YEARED 31 DECEMBER 2016
Annual general meeting
The Annual General Meeting of the Company will be held on 22
July 2017 at 20/F Tower B, Yicheng International Centre, No. 10
Ronghua Zhonglu, Yizhuang Economy & Technology Development
Zone, Beijing, P. R. China.
Going concern
The financial statements have been prepared on a going concern
basis, since the directors are satisfied that the Company has
adequate resources to continue in operational existence for the
foreseeable future.
Financial instruments
Details of the Company's financial instruments are set out in
note 13.
Statement of directors' responsibilities
International Financial Reporting Standards (IFRSs) require the
directors to prepare financial statements that present fairly the
financial position, financial performance and cash flows of an
entity. Fair presentation requires the faithful representation of
the effects of transactions, other events and conditions in
accordance with the definitions and recognition criteria for
assets, liabilities, income and expenses set out in the
International Accounting Standards Board's "Framework for the
Preparation and Presentation of Financial statements". In preparing
those financial statements, the directors are required to:
-- present information, including the Company's accounting
policies, in a manner that provides relevant, reliable, comparable
and understandable information;
-- select suitable accounting policies and then apply them consistently;
-- make judgments and estimates that are reasonable and prudent;
-- state whether applicable accounting standards have been
followed, subject to any material departures disclosed and
explained in the financial statements;
-- make an assessment of the group's ability to continue as a
going concern and to prepare the financial statements on the going
concern basis unless it is inappropriate to presume that the
Company will continue in business.
The directors confirm that they have complied with the above
requirements in preparing these financial statements.
Statement of disclosure to auditors
The directors have confirmed that:
- so far as the directors are aware, there is no relevant audit
information of which the Company's auditors are unaware; and
- they have taken all the necessary steps they ought to have
taken as directors in order to make themselves aware of any
relevant audit information and to establish that the Company's
auditors are aware of that information.
Auditors
A resolution proposing that UHY Hacker Young be re-appointed for
the forthcoming year will be put to the Annual General Meeting.
By order of the Board
Zheng Kang
Chief Executive Officer
29 June 2017
CORPORATE GOVERNANCE STATEMENT
FOR THE YEARED 31 DECEMBER 2016
Principles of Corporate Governance
Company listed on AIM is not governed by the UK Code of
Corporate Governance adopted by the London Stock Exchange ('the
Code'), but is required to operate principles of good governance
and best practice. Accordingly, the Directors are committed to the
Code and believe that an effective system of corporate governance
supports the enhancement of shareholder value. These principles
have been in place since the Company's listing on 09 June 2010.
The directors acknowledge the importance of the Code and intend
to apply its principles so far as is practicable taking into
account the Company's size and stage of development. The Company
has two non-executive directors.
The directors have established Audit and Remuneration Committees
with formally delegated duties and responsibilities to operate.
Audit Committee
The Audit Committee, which comprises of Yi Feng and Enxia Liu,
determines and examines any matters relating to the financial
affairs of the Company including the terms of engagement of the
Company's auditors and, in consultation with the auditors, the
scope of the audit. The Audit Committee receives and reviews
reports from the management and the external auditor of the Company
relating to the annual and interim accounts and the accounting and
internal control systems of the Company. In addition, it considers
the financial performance, position and prospects of the Company
and ensures they are properly monitored and reported on.
Remuneration Committee
The Remuneration Committee, which comprises of Yi Feng and Enxia
Liu, is responsible for making recommendations to the Board on the
Company's framework of executive remuneration and its cost. The
Committee determines the contract terms, remuneration and other
benefits for each of the Executive Directors and senior employees,
including performance related bonus schemes, pension rights, option
scheme and compensation payments.
The Board
The Board is responsible for formulating, reviewing and
approving the Company's strategy, budgets and corporate actions.
The Company held board meetings regularly and at other times as and
when required. The Board is responsible to shareholders for the
proper management of the Company.
Directors
During the year, the Board comprised the Chairman Kaifeng Li,
Chief Executive Officer Zheng Kang, Executive Director Enxia Liu,
and Non-Executive Directors Yi Feng.
Internal controls
The directors are responsible for the Company's system of
internal controls and reviewing its effectiveness. The Board has
designed the Company's system of internal controls in order to
provide the directors with reasonable assurance that its assets are
safeguarded, that transactions are authorised and properly recorded
and that material errors and irregularities are either prevented or
would be detected within a timely period. However, no system of
internal controls can eliminate the risk of failure to achieve
business objectives or provide absolute assurance against material
misstatement or loss.
The key elements of the control systems in operation are:
-- The Board meets regularly with a formal schedule of matters reserved to it for decision.
-- It has put in place an organisational structure with clear
lines of responsibility defined and with appropriate delegation of
authority.
-- Established procedures for the planning, approval and
monitoring of capital expenditure and information systems for
monitoring the Company's financial performance against approved
budgets and forecasts.
Relations with shareholders
The Board attaches great importance to maintain a good
relationship with shareholders. The Board regards the annual
general meeting as a good opportunity to communicate directly with
investors who are encouraged to make inquiries to officers of the
Company.
UHY letterhead
NDEPENT AUDITOR'S REPORT
TO THE MEMBERS OF NORTHWEST INVESTMENT GROUP LIMITED
We have audited the financial statements of Northwest Investment
Group Limited for the year ended 31 December 2016 which comprise
the statement of profit and loss and other comprehensive Income,
the statement of financial position, the statement of changes in
equity, the statement of cash flows and related notes. The
financial reporting framework that has been applied in their
preparation is applicable law and International Financial Reporting
Standards (IFRSs) as adopted by the European Union.
This report is made solely to the Company's members, as a body.
Our audit work has been undertaken so that we might state to the
Company's members those matters we are required to state to them in
an auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the Company and the Company's members as a body,
for our audit work, for this report, or for the opinions we have
formed.
Respective responsibilities of directors and auditor
As explained more fully in the Directors' Responsibilities
Statement set out on page 6, the directors are responsible for the
preparation of the financial statements and for being satisfied
that they give a true and fair view. Our responsibility is to audit
and express an opinion on the financial statements in accordance
with applicable law and International Standards on Auditing (UK and
Ireland). Those standards require us to comply with the Auditing
Practices Board's (APB's) Ethical Standards for Auditors. We are
not required to consider whether the board's statements on internal
control cover all risks and controls, or form an opinion on the
effectiveness of the Company's corporate governance procedures or
its risk and control procedures.
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements
is provided on the APB's website at
www.frc.org.uk/apb/scope/private.cfm.
Opinion on financial statements
In our opinion the financial statements:
-- give a true and fair view of the state of the Company's
affairs as at 31 December 2016 and the Company's loss for the year
then ended; and
-- have been properly prepared in accordance with IFRS as
adopted by the European Union.
.
Colin Wright
(Senior Statutory Auditor)
For and on behalf of
UHY Hacker Young LLP
Quadrant House
4 Thomas More Square
London E1W 1YW
29 June 2017
STATEMENT OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEARED 31 DECEMBER 2016
Note Year Year
ended ended
31 31
December December
2016 2015
GBP'000 GBP'000
Revenue - -
Cost of sales - -
Gross profit - -
Administrative expenses 3 (304) (308)
Operating loss (304) (308)
Finance costs - -
----------- -----------
Loss before income tax (304) (308)
Income tax expense 5 - -
Loss for the year (304) (308)
=========== ===========
Earnings per share 6 Pence Pence
Basic and diluted earnings
per share (0.23) (0.23)
The notes on pages 13 to 19 form part of these financial
statements.
All amounts are derived from continuing operations.
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2016
Note As at As at
31 31
December December
2016 2015
GBP'000 GBP'000
Current assets
Trade and other receivables 7 - 2
Cash and cash equivalents 8 907 1,268
---------- ----------
907 1,270
---------- ----------
Total assets 907 1,270
========== ==========
Current liabilities
Trade and other payables 9 129 188
----------
129 188
---------- ----------
Total liabilities 129 188
========== ==========
Equity attributable to
owners of the parent
Share capital 10 670 670
Share premium 10 2,422 2,422
Retained earnings (2,314) (2,010)
---------- ----------
Total equity 778 1,082
========== ==========
Total liabilities and
equity 907 1,270
========== ==========
The notes on pages 13 to 19 form part of these financial
statements.
The financial statements were approved by the Board of Directors
and authorised for issue on 29 June 2017.
Zheng Kang
Chief Executive Officer
STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 31 DECEMBER 2016
Share Share Retained Total
capital premium earnings
GBP'000 GBP'000 GBP'000 GBP'000
Balance at 31 December
2014 670 2,422 (1,702) 1,390
========= ========= ========== ========
Comprehensive income
Profit or (loss) - - (308) (308)
--------- --------- ---------- --------
Total comprehensive income - - (308) (308)
--------- --------- ---------- --------
Balance at 31 December
2015 670 2,422 (2,010) 1,082
========= ========= ========== ========
Comprehensive income
Profit or (loss) - - (304) (304)
--------- --------- ---------- --------
Total comprehensive income - - (304) (304)
--------- --------- ---------- --------
Balance at 31 December
2016 670 2,422 (2,314) 778
========= ========= ========== ========
STATEMENT OF CASH FLOWS
FOR THE YEARED 31 DECEMBER 2016
Note Year Year
ended ended
31 31
December December
2016 2015
GBP'000 GBP'000
Net cash used in operating
activities 11 (361) (297)
Investing activities - -
Financing activities - -
----------- -----------
Net decrease in cash and
cash equivalents (361) (297)
Cash and cash equivalents
at beginning of the year 1,268 1,565
-----------
Cash and cash equivalents
at end of year 8 907 1,268
=========== ===========
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2016
1 GENERAL INFORMATION
Northwest Investment Group Limited is a Company incorporated on
26 August 2008 in British Virgin Islands under The BVI Business
Companies Act 2004. The Company has been established for the
purpose of identifying and acquiring, or investing in, energy
projects with an initial focus on Western China. The address of the
registered office is Sea Meadow House, Blackburn Highway, P.O. Box
116, Road Town, Tortola, British Virgin Islands. The Company's
business review is set out in the Chairman's Statement and
Directors' Report.
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
2.1 Basis of preparation
These financial statements have been prepared in accordance with
International Financial Reporting Standards ("IFRS") issued by the
International Accounting Standard Board (IASB) and interpretations
of the International Financial Reporting Interpretations Committee
(IFRIC), as adopted by European Union.
The financial statements are prepared on the historical cost
basis and presented in round thousand ('000).
The Company has adopted all relevant standards effective for
accounting periods beginning on or after 1 January 2016 from the
beginning of the reporting period.
As at end of the reporting period, the Company has not adopted
the following standard as it is either not effective or not
applicable to the Company's business.
Standards, amendments and interpretations (not yet endorsed by
EU at 7 June 2017)
- IFRS 14 Regulatory Deferral Accounts (issued on 30 January 2014)
- IFRS 16 Lease (issued on 13 January 2016)
- IFRS 17 Insurance Contracts (Issued on 18 May 2017)
- Amendments to IFRS10 and IAS 28: Sales or Contribution of
Assets between an Investor and its Associate or Joint Venture
(issued on 11 September 2014)
- Amendments to IAS 12: Recognition of Deferred Tax Assets for
Unrealised Losses (issue on January 2016)
- Amendments to IAS 7: Disclosure Initiative (issued on 29 January 2016)
- Clarifications to IFRS 15 Revenue from Contracts with Customers (issued on 12 April 2016)
- Amendments to IFRS 2: Classification and Measurement of
Share-based Payment Transactions (issued on 20 June 2016)
- Amendments to IFRS 4: Applying IFRS 9 Financial Instruments
with IFRS 4 Insurance Contracts (issued on 12 September 2016)
- Annual Improvements to IFRS Standards 2014-2016 Cycle (issued on 8 December 2016)
- IFRIC 22 Foreign Currency Transactions and Advance
Consideration (issued on 8 December 2016)
- Amendments to IAS 40: Transfers of Investment Property (issued on 8 December 2016)
- IFRIC 23 Uncertainty over Income Tax Treatments (issued on 7 June 2017)
There are no other standards, amendments and interpretations in
issue but not yet adopted that the directors anticipate will have
material effect on the reported income or net assets of the
Company.
2.2 Going concern
The financial statements of the Company are prepared on a going
concern basis. The Directors are of the opinion that the Company
has sufficient cash to fund its activities in excess of twelve
months from the date of these financial statements' approval.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2016 - continued
2.3 Foreign currencies
Functional and presentational currency
Items included in the financial statements are measured using
the currency of the primary economic environment in which the
entity operates ('the functional currency'). The financial
statements are presented in pound sterling ("GBP"), which is the
Company's presentation currency.
Transactions and balances
Foreign currency transactions are translated into the functional
currency using the exchange rates prevailing at the dates of
transactions. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation at period
end exchange rates of the monetary assets and liabilities
denominated in foreign currencies are recognised in the income
statement.
2.4 Taxation
The tax expense represents the sum of the tax currently payable
and deferred tax.
The tax currently payable is based on taxable profit for the
period. Taxable profit differs from net profit as reported in the
statement of profit and loss because it excludes items of income or
expense that are taxable or deductible in other years and it
further excludes items that are never taxable or deductible. The
Company's liability for current tax is calculated using tax rates
that have been enacted or substantively enacted by the end of
reporting period, and any adjustment to tax payable in respect of
previous periods.
Deferred tax is the tax expected to be payable or recoverable on
differences between the carrying amounts of assets and liabilities
in the financial statements and the corresponding tax bases used in
the computation of taxable profit, and is accounted for using the
balance sheet method. Deferred tax liabilities are generally
recognised for all taxable temporary differences and deferred tax
assets are recognised to the extent that it is probable that future
taxable profits will be available against which the asset can be
utilised. Such assets and liabilities are not recognised if the
temporary difference arises from the initial recognition of
goodwill or from the initial recognition (other than in a business
combination) of other assets and liabilities in a transaction that
affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at the
end of each reporting period and reduced to the extent that it is
no longer probable that sufficient taxable profits will be
available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to
apply in the period when the liability is settled or the asset is
realised. Deferred tax is charged or credited in the statement of
profit and loss, except when it relates to items charged or
credited directly to equity, in which case it is recognised in
equity.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2016 - continued
2.5 Financial instruments
Financial instruments are recognised when the Company becomes a
party to the contractual provisions of the instrument.
Receivables
Receivables are measured at initial recognition at fair value,
and are subsequently measured at amortised cost using the effective
interest rate method. Appropriate allowances for estimated
irrecoverable amounts are recognised in profit or loss when there
is objective evidence that the asset is impaired. The allowance
recognised is measured as the difference between the asset's
carrying amount and the present value of estimated future cash
flows discounted at the effective interest rate computed at initial
recognition.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand on
deposits, and other short-term highly liquid investments that are
readily convertible to a known amount of cash and are subject to an
insignificant risk of changes in value and have an original
maturity of three months or less.
Financial liabilities and equity
Financial liabilities and equity instruments are classified
according to the substance of the contractual arrangements entered
into. An equity instrument is any contract that evidences a
residual interest in the assets of the Company after deducting all
of its liabilities.
Payables
Payables are initially measured at fair value, and are
subsequently measured at amortised cost, using the effective
interest rate method.
Equity instruments
Equity instruments issued by the Company are recorded at the
proceeds received, net of direct issue costs.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2016 - continued
3 EXPENSES BY NATURE
Year Year
ended ended
31 31
December December
2016 2015
GBP'000 GBP'000
Employee benefit expense
(note 4) 113 116
Legal and professional 51 51
Audit fee 8 8
Operating lease payments 120 120
Other expenses 12 13
---------- ----------
Total administrative expenses 304 308
========== ==========
4 EMPLOYEE BENEFIT EXPENSE
Year Year
ended ended
31 31
December December
2016 2015
GBP'000 GBP'000
Staff costs 54 57
Directors' remuneration 59 59
-----------
113 116
=========== ===========
Number Number
Average number of employees 14 15
=========== ===========
5 INCOME TAX EXPENSE
The Company was registered in BVI. It is not regarded as
resident for tax purposes in BVI. Therefore it will not liable to
BVI income tax in respect of this other than BVI source income.
6 EARNING PER SHARE
The calculation of the basic earnings per share is based on the
profits or losses attributable to ordinary shareholders divided by
the weighted average number of shares in issue during the
period.
The calculation of diluted earnings per share is based on the
basic earnings per share, adjusted to allow for the issue of shares
and the post tax effect of dividends and /or interest, on the
assumed conversion of all dilutive options and other dilutive
potential ordinary shares.
Reconciliation of the earning and weighted average number of
shares used in the calculations is set out as below:
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2016 - continued
Year Year
ended ended
31 31 December
December 2015
2016 GBP'000
GBP'000
Earnings
Earnings for the purposes
of basic and diluted earnings
per share (304) (308)
Number of shares Number Number
Weighted average number
of ordinary shares for
the purposes of basic earnings
per share 134,000,000 134,000,000
Earnings per share Pence Pence
Basic and diluted (0.23) (0.23)
============== ==============
7 TRADE AND OTHER RECEIVABLES
At 31 At 31
December December
2016 2015
GBP'000 GBP'000
Other receivables - 2
- 2
============ ==========
The directors consider that the carrying amount of trade
payables approximates to their fair value.
8 CASH AND CASH EQUIVALENTS
At 31 At 31
December December
2016 2015
GBP'000 GBP'000
Cash at bank 907 1,268
907 1,268
========== ==========
Bank balances and cash comprise cash held by the Company and
short-term bank deposits with an original maturity of three months
or less. The carrying amount of these assets approximates their
fair value.
9 TRADE AND OTHER PAYABLES
At 31 At 31
December December
2016 2015
GBP'000 GBP'000
Other payables 129 188
129 188
========== ==========
The directors consider that the carrying amount of trade
payables approximates to their fair value.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016- continued
10 SHARE CAPITAL AND SHARE PREMIUM
Number Ordinary Share
of shares premium
shares
(thousands) GBP'000 GBP'000
Issued and paid up:
At 31 December 2015
and 2016 134,000 670 2,422
======== ==== ======
11 NOTES TO THE CASH FLOW STATEMENT
Year Year
ended ended
31 December 31 December
2016 2015
GBP'000 GBP'000
Loss from operations (304) (308)
-------------
Operating cash outflows
before movements in working
capital (304) (308)
(Increase)/decrease
in receivables 2 (1)
Increase/(decrease)
in payables (59) 12
------------- -------------
(57) 11
------------- -------------
Net cash used in operations (361) (297)
Interest paid - -
------------- -------------
Net cash used in operating
activities (361) (297)
============= =============
12 RELATED PARTY TRANSACTIONS
The Company is controlled by Xinyan Li by virtue of his
shareholding disclosed on page 4.
Key management remuneration
Key management included Directors of the Company. The
remuneration paid or payable to key management for employment
services is shown on page 4.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016 - continued
13 FINANCIAL INSTRUMENTS
Credit risk management
Credit risk is the risk that one party to a financial instrument
will fail to discharge an obligation and cause the Company to incur
a financial loss. The Company is exposed a credit risk from its
financing activities, including deposits with banks and financial
institutions.
Currently, the Company is exposed to 100% of credit risk to one
counter party. However the counter party is a financial institution
with high credit-ratings assigned by international credit-rating
agencies.
Liquidity risk
Prudent liquidity management implies maintaining sufficient cash
locally and the availability of committed credit facilities. The
Company is mainly financed by equity and self-generated cash
flows.
Interest rate risk
The Company's policy is to fund its operations through the use
of retained earnings and equity.
The Company exposure to changes in interest rates relates
primarily to cash at bank. Cash is held either on current or short
term deposits at floating rate of interest determined by the
relevant bank's prevailing base rate.
The group seeks to obtain a favourable interest rate on its cash
balances through the use premium accounts.
Financial risk management
The Company will be exposed to financial risks arising from
changes in world commodity prices which in turn affect the energy
supplies and raw material changes in world prices of biodiesel,
inflation and international trends in trade, tariffs and
protectionism once it starts trading. The Company will reviews its
position regularly in considering the need for active financial
risk management.
Fair values
There is no significant difference between the carrying amounts
shown in the balance sheet and the fair values of the group'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 fair value.
Foreign currency risk management
The Company undertakes certain transactions denominated in
foreign currencies, hence exposure to exchange rate fluctuations
arise. During the period under review the Company was not trading,
therefore, no foreign currency risk arose. The Company's policy, as
it relates to currency risk, is to limit payment terms.
Capital risk management
The Company manages its capital to ensure that it will be able
to continue as a going concern while attempting to maximise the
return to stakeholders through the optimisation of the debt and
equity balance.
The capital structure of the group consists of cash and cash
equivalents and equity attributable to equity holders of the
Company, comprising issued capital, reserves and retained
earnings.
The Board reviews the capital structure on an annual basis. The
Company's overall strategy remains unchanged.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR SESFIUFWSEDM
(END) Dow Jones Newswires
June 29, 2017 11:35 ET (15:35 GMT)
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