TIDMTAZ
RNS Number : 7635U
Tai Zi Capital Ltd
30 June 2009
30 June 2009
Tai Zi Capital Ltd ("Tai Zi" or the 'Company')
Audited Financial statements of Tai Zi Capital Ltd for the period from 23
November 2007
(date of incorporation) to 31 December 2008
Chairman's Statement
I am pleased to present the audited accounts of Tai Zi Capital Limited ("the
Company") for the period from 23 November 2007 (date of incorporation) to 31
December 2008.
The Company is an investment company focused on the acquisition of interests in
property in Taiwan and more generally throughout Far East Asia. To date, the
Company has not made any investments on any potential property acquisition or
otherwise carried out any trading activities.
The Board has considered various investments, but, we have been operating in
extremely difficult economic conditions especially from the second half of 2008
and so far as the Company is concerned, there is great difficulty in reaching
any consensus on real estate values for properties which the Company might have
sought to acquire. Furthermore, the indications were that securing debt finance
to support any acquisition would have been extremely challenging given the
current reluctance of banks to lend on real estate deals.
It is expected that Asia will continue to outperform the global economy in 2009,
underpinned by the strong Mainland China economy and sustained robust growth
momentum in other Asian markets. With its close economic and financial links
with the still fast-growing Mainland China economy, we believe Taiwan is well
positioned to weather the global economic problems. Underpinned by numerous
investment opportunities in Taiwan, Hong Kong and Mainland China, and more
generally in the region, we are confident the Company is poised for better
progress and is set to take advantage of some good opportunities in 2009 and
beyond.
However, if we decide in the future that a change of business strategy is
necessary or desirable and in the best interests of the Company, we will report
to the shareholders at the appropriate time with any new proposal.
Moreover, the Board regrets to announce that Mr. Jen-Ching Chen ("Mr. Chen"),
Executive Chairman and Director of the Company was detained by Taiwanese
prosecutors on 2 June 2009 to assist with their investigations into possible
fraud involving Prince Housing and Development Corp ("Prince Housing"), a
property development company quoted on the Taiwan Stock Exchange. Prince Housing
is a substantial shareholder of the Company.
On 17 June 2009, Mr. Chen tendered his resignation from all his posts in the
Company. The resignation became effective on 24 June 2009. The Board would also
like to assure shareholders of Tai Zi that the Company is not under any
investigation nor has the Company been requested to participate in any enquires
by the Taiwanese prosecutors with regard to Mr. Jen-Ching Chen. The resignation
was mutually agreed with the Board in order to avoid the on-going investigation
interfering with the operations of the Company.
Subsequently, the nomination committee is in the process of identifying a
suitable candidate to replace the vacancy.
As of June 25, 2009, the current cash balance position is US$ 5,262,143.
Lawrence Man Kwan Ng
Executive Director
June 29, 2009
Pursuant to Rule 20 of the AIM Rules, Tai Zi Capital Ltd hereby notifies that
copies of its Report and Financial Statements for the period from 23 November
2007 (date of incorporation) to 31 December 2008 and Notice of AGM have today
been mailed to shareholders.
Further copies are available from the Company's website - www.taizicapital.com
For further information, please contact:
+------------------------------------------------+-----------------------+
| Tai Zi Capital Ltd | Tel:+852 3719 7300 |
| Lawrence Man Kwan NG | |
| www.taizicapital.com | |
+------------------------------------------------+-----------------------+
| ZAI Corporate Finance Ltd | Tel: +44 (0)20 7398 |
| Dominique Doussot/Jonathan Evans | 2900 |
| | |
+------------------------------------------------+-----------------------+
Notes to Editors:
Tai Zi Capital Ltd ("Tai Zi" or the "Company") is an investing company focused
on the acquisition of interests in property in Taiwan and more generally Far
East Asia. Tai Zi was incorporated in the Cayman Islands on 23 November 2007 as
an exempt company with limited liability. The Company is deemed to be "an
investing company" for the purposes of the AIM Rules for Companies.
The Company was admitted to trading on AIM on 1 July 2008.
Tai Zi Capital Limited
Income statement
for the period from 23 November 2007
(date of incorporation) to 31 December 2008
(Expressed in United States dollars)
+-------------------------------------------+------+--+----------+-+--+------------+-+
| | | | | | | 23.11.2007 | |
+-------------------------------------------+------+--+----------+-+--+------------+-+
| | | | | | | to | |
+-------------------------------------------+------+--+----------+-+--+------------+-+
| | | | | | | 31.12.2008 | |
+-------------------------------------------+------+--+----------+-+--+------------+-+
| | Note | | | | | USD | |
+-------------------------------------------+------+--+----------+-+--+------------+-+
| | | | | | | | |
+-------------------------------------------+------+--+----------+-+--+------------+-+
| Revenue | 3 | | | | | - | |
+-------------------------------------------+------+--+----------+-+--+------------+-+
| | | | | | | | |
+-------------------------------------------+------+--+----------+-+--+------------+-+
| Other income | 3 | | | | | 43,792 | |
+-------------------------------------------+------+--+----------+-+--+------------+-+
| Administrative expenses | | | | | | (690,857 | )|
+-------------------------------------------+------+--+----------+-+--+------------+-+
| | | | | | | | |
+-------------------------------------------+------+--+----------+-+--+------------+-+
| Loss from operations | | | | | | (647,065 | )|
+-------------------------------------------+------+--+----------+-+--+------------+-+
| | | | | | | | |
+-------------------------------------------+------+--+----------+-+--+------------+-+
| Finance costs | 4(a) | | | | | ( 51 | )|
+-------------------------------------------+------+--+----------+-+--+------------+-+
| | | | | | | | |
+-------------------------------------------+------+--+----------+-+--+------------+-+
| Loss before taxation | 4 | | | | | (647,116 | )|
+-------------------------------------------+------+--+----------+-+--+------------+-+
| | | | | | | | |
+-------------------------------------------+------+--+----------+-+--+------------+-+
| Income tax | 5 | | | | | - | |
+-------------------------------------------+------+--+----------+-+--+------------+-+
| | | | | | | | |
+-------------------------------------------+------+--+----------+-+--+------------+-+
| Loss for the period | | | | | | (647,116 | )|
+-------------------------------------------+------+--+----------+-+--+------------+-+
| Attributable to: | | | | | | (647,116 | )|
| Equity shareholders of the company | | | | | | | |
| | | | | | | | |
+-------------------------------------------+------+--+----------+-+--+------------+-+
| Loss per share | | | | | | | |
+-------------------------------------------+------+--+----------+-+--+------------+-+
| - Basic (US in cent) | 7 | | | | | (21.68 | )|
+-------------------------------------------+------+--+----------+-+--+------------+-+
| | | | | | | | |
+-------------------------------------------+------+--+----------+-+--+------------+-+
The notes on pages 7 to 16 form part of these financial statements.
Tai Zi Capital Limited
Balance sheet at 31 December 2008
(Expressed in United States dollars)
+-------------------------------------------+------+--+----------+-+--+-----------+-+
| | | | | | | 2008 | |
+-------------------------------------------+------+--+----------+-+--+-----------+-+
| | Note | | | | | USD | |
+-------------------------------------------+------+--+----------+-+--+-----------+-+
| | | | | | | | |
+-------------------------------------------+------+--+----------+-+--+-----------+-+
| Current assets | | | | | | | |
+-------------------------------------------+------+--+----------+-+--+-----------+-+
| Other receivables | | | | | | 6,536 | |
+-------------------------------------------+------+--+----------+-+--+-----------+-+
| Cash and cash equivalents | 8 | | | | | 5,361,181 | |
+-------------------------------------------+------+--+----------+-+--+-----------+-+
| | | | | | | | |
+-------------------------------------------+------+--+----------+-+--+-----------+-+
| | | | | | | 5,367,717 | |
+-------------------------------------------+------+--+----------+-+--+-----------+-+
| | | | | | | | |
+-------------------------------------------+------+--+----------+-+--+-----------+-+
| Current liabilities | | | | | | | |
+-------------------------------------------+------+--+----------+-+--+-----------+-+
| Other payables | | | | | | | |
| | | | | | | 11,436 | |
+-------------------------------------------+------+--+----------+-+--+-----------+-+
| Borrowings | 8 | | | | | 3,397 | |
+-------------------------------------------+------+--+----------+-+--+-----------+-+
| | | | | | | | |
+-------------------------------------------+------+--+----------+-+--+-----------+-+
| | | | | | | | |
| | | | | | | 14,833 | |
+-------------------------------------------+------+--+----------+-+--+-----------+-+
| | | | | | | | |
+-------------------------------------------+------+--+----------+-+--+-----------+-+
| NET ASSETS | | | | | | 5,352,884 | |
+-------------------------------------------+------+--+----------+-+--+-----------+-+
| | | | | | | | |
+-------------------------------------------+------+--+----------+-+--+-----------+-+
| | | | | | | | |
+-------------------------------------------+------+--+----------+-+--+-----------+-+
| CAPITAL AND RESERVES ATTRIBUTABLE TO THE | 9 | | | | | | |
| EQUITY SHAREHOLDERS OF THE COMPANY | | | | | | | |
+-------------------------------------------+------+--+----------+-+--+-----------+-+
| | | | | | | | |
+-------------------------------------------+------+--+----------+-+--+-----------+-+
| Share capital | | | | | | 6,000,000 | |
+-------------------------------------------+------+--+----------+-+--+-----------+-+
| | | | | | | | |
+-------------------------------------------+------+--+----------+-+--+-----------+-+
| Retained loss | | | | | | ( | )|
| | | | | | | 647,116 | |
+-------------------------------------------+------+--+----------+-+--+-----------+-+
| | | | | | | | |
+-------------------------------------------+------+--+----------+-+--+-----------+-+
| TOTAL EQUITY | | | | | | 5,352,884 | |
| | | | | | | | |
+-------------------------------------------+------+--+----------+-+--+-----------+-+
| | | | | | | | |
+-------------------------------------------+------+--+----------+-+--+-----------+-+
Approved and authorised for issue by the board of directors on 29 June 2009.
Lawrence Man Kwan Ng
Authorised Director
The notes on pages 7 to 16 form part of these financial statements.
Tai Zi Capital Limited
Statement of changes in equity
for the period from 23 November 2007
(date of incorporation) to 31 December 2008
(Expressed in United States dollars)
+-------------------------------------------+------+--+----------+-+--+------------+-+
| | | | | | | 23.11.2007 | |
+-------------------------------------------+------+--+----------+-+--+------------+-+
| | | | | | | to | |
+-------------------------------------------+------+--+----------+-+--+------------+-+
| | | | | | | 31.12.2008 | |
+-------------------------------------------+------+--+----------+-+--+------------+-+
| | | | | | | USD | |
+-------------------------------------------+------+--+----------+-+--+------------+-+
| | | | | | | | |
+-------------------------------------------+------+--+----------+-+--+------------+-+
| Issue of ordinary share | | | | | | 6,000,000 | |
+-------------------------------------------+------+--+----------+-+--+------------+-+
| | | | | | | | |
+-------------------------------------------+------+--+----------+-+--+------------+-+
| Loss for the period | | | | | | ( 647,116 | )|
+-------------------------------------------+------+--+----------+-+--+------------+-+
| | | | | | | | |
+-------------------------------------------+------+--+----------+-+--+------------+-+
| Equity attributable to the equity | | | | | | 5,352,884 | |
| shareholders of the company at 31 | | | | | | | |
| December 2008 | | | | | | | |
+-------------------------------------------+------+--+----------+-+--+------------+-+
The notes on pages 7 to 16 form part of these financial statements.
Tai Zi Capital Limited
Cash flow statement
for the period from 23 November 2007
(date of incorporation) to 31 December 2008
(Expressed in United States dollars)
+----------------------------------------+------+---+--------+---+---+------------+---+
| | | | | | | 23.11.2007 | |
+----------------------------------------+------+---+--------+---+---+------------+---+
| | | | | | | to | |
+----------------------------------------+------+---+--------+---+---+------------+---+
| | | | | | | 31.12.2008 | |
+----------------------------------------+------+---+--------+---+---+------------+---+
| | Note | | | | | USD | |
+----------------------------------------+------+---+--------+---+---+------------+---+
| | | | | | | | |
+----------------------------------------+------+---+--------+---+---+------------+---+
| Operating activities | | | | | | | |
+----------------------------------------+------+---+--------+---+---+------------+---+
| | | | | | | | |
+----------------------------------------+------+---+--------+---+---+------------+---+
| Loss before taxation | | | | | | ( | ) |
| | | | | | | 647,116 | |
+----------------------------------------+------+---+--------+---+---+------------+---+
| Adjustments for: | | | | | | | |
+----------------------------------------+------+---+--------+---+---+------------+---+
| Interest income | | | | | | ( | ) |
| | | | | | | 43,792 | |
+----------------------------------------+------+---+--------+---+---+------------+---+
| Interest expense | 4(a) | | | | | 51 | |
+----------------------------------------+------+---+--------+---+---+------------+---+
| | | | | | | | |
+----------------------------------------+------+---+--------+---+---+------------+---+
| Operating loss before changes in | | | | | | ( | ) |
| working capital | | | | | | 690,857 | |
+----------------------------------------+------+---+--------+---+---+------------+---+
| | | | | | | | |
+----------------------------------------+------+---+--------+---+---+------------+---+
| Increase in other receivables | | | | | | ( | ) |
| | | | | | | 6,536 | |
+----------------------------------------+------+---+--------+---+---+------------+---+
| Increase in other payables | | | | | | 11,436 | |
+----------------------------------------+------+---+--------+---+---+------------+---+
| | | | | | | | |
+----------------------------------------+------+---+--------+---+---+------------+---+
| | | | | | | 4,900 | |
+----------------------------------------+------+---+--------+---+---+------------+---+
| Cash used in operating activities | | | | | | ( | ) |
| | | | | | | 685,957 | |
+----------------------------------------+------+---+--------+---+---+------------+---+
| Interest paid | | | | | | ( 51 | ) |
+----------------------------------------+------+---+--------+---+---+------------+---+
| | | | | | | | |
+----------------------------------------+------+---+--------+---+---+------------+---+
| Net cash used in operating activities | | | | | | ( | ) |
| | | | | | | 686,008 | |
+----------------------------------------+------+---+--------+---+---+------------+---+
| | | | | | | | |
+----------------------------------------+------+---+--------+---+---+------------+---+
| Investing activities | | | | | | | |
+----------------------------------------+------+---+--------+---+---+------------+---+
| | | | | | | | |
+----------------------------------------+------+---+--------+---+---+------------+---+
| Interest received | | | | | | | |
| | | | | | | 43,792 | |
+----------------------------------------+------+---+--------+---+---+------------+---+
| | | | | | | | |
+----------------------------------------+------+---+--------+---+---+------------+---+
| Net cash generated from investing | | | | | | | |
| activities | | | | | | 43,792 | |
+----------------------------------------+------+---+--------+---+---+------------+---+
| | | | | | | | |
+----------------------------------------+------+---+--------+---+---+------------+---+
| Financing activities | | | | | | | |
+----------------------------------------+------+---+--------+---+---+------------+---+
| | | | | | | | |
+----------------------------------------+------+---+--------+---+---+------------+---+
| Proceeds from issue of ordinary shares | | | | | | 6,000,000 | |
+----------------------------------------+------+---+--------+---+---+------------+---+
| | | | | | | | |
+----------------------------------------+------+---+--------+---+---+------------+---+
| Net cash generated from financing | | | | | | 6,000,000 | |
| activities | | | | | | | |
+----------------------------------------+------+---+--------+---+---+------------+---+
| | | | | | | | |
+----------------------------------------+------+---+--------+---+---+------------+---+
| Cash and cash equivalents at 31 | 8 | | | | | 5,357,784 | |
| December 2008 | | | | | | | |
+----------------------------------------+------+---+--------+---+---+------------+---+
The notes on pages 7 to 16 form part of these financial statements.
Tai Zi Capital Limited
Notes to the financial statements
(Expressed in United States dollars)
1 Company information
Tai Zi Capital Limited (the "company") is a company incorporated in the Cayman
Islands on 23 November 2007 as an exempted company with limited liability under
the Companies Law (2000 Revision), Chapter 22 of the Cayman Islands and has its
registered office at P.O. Box 847, One Capital Place, Fourth Floor, George Town,
Grand Cayman KY1-1103, Cayman Islands. Its principal place of business is
located at Room 2204, 22nd Floor, Convention Plaza Office Tower, No. 1 Harbour
Road, Wanchai, Hong Kong.
On 1 July 2008, the company's ordinary shares were admitted to trading on the
Alternative Investment Market ("AIM") operated by the London Stock Exchange.
These financial statements are presented in United States Dollars ("USD"), for
shareholders' purpose which is the same as the company's functional currency,
unless otherwise stated.
The company is an investment company focused on the acquisition of interests in
property in Taiwan and more generally throughout the Far East Asia. At 31
December 2008, the company had not traded or invested in any potential
acquisition projects.
The directors consider the immediate parent of the company to be Prince Asset
Management Co. Ltd., which is incorporated in Hong Kong; and the ultimate
controlling party of the company to be Prince Housing and Development Corp.
("????????????" or "Prince Housing"), which is incorporated and listed in
Taiwan.
2 Significant accounting policies
(a) Statement of compliance
These financial statements have been prepared in accordance with all applicable
International Financial Reporting Standards ("IFRSs"), which collective term
includes all applicable individual International Financial Reporting Standards,
International Accounting Standards ("IASs") and Interpretations, issued by the
International Accounting Standards Board ("IASB") and the International
Financial Reporting Interpretations Committee ("IFRIC"), and the AIM Rules
issued by the London Stock Exchange. A summary of the significant accounting
policies adopted by the company is set out below.
The company has not applied any new standard or interpretation that is not yet
effective for the current accounting period (see note 14).
(b) Basis of preparation of the financial statements
The measurement basis used in the preparation of the financial statements is the
historical cost basis.
The preparation of financial statements in conformity with IFRSs requires
management to make judgements, estimates and assumptions that affect the
application of policies and reported amounts of assets, liabilities, income and
expenses. The estimates and associated assumptions are based on historical
experience and various other factors that are believed to be reasonable under
the circumstances, the results of which form the basis of making the judgements
about carrying values of assets and liabilities that are not readily apparent
from other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised if the revision affects only that period, or in the period
of the revision and future periods if the revision affects both current and
future periods.
(c) Other receivables
Other receivables are initially recognised at fair value and thereafter stated
at amortised cost less impairment losses for bad and doubtful debts, 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.
A provision for impairment of receivables is established when there is objective
evidence that the asset is impaired. 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.
(d) Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and on hand, demand deposits
with banks and other financials 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.
(e) Other payables
Other payables are initially recognised at fair value and are subsequently
stated at amortised cost unless the effect of discounting would be immaterial,
in which case they are stated at cost.
(f) Borrowings
Borrowings are recognised initially at fair value, net of transaction costs
incurred. Borrowings are subsequently stated at amortised cost; any difference
between the proceeds (net of transaction costs) and the redemption value is
recognised in profit or loss over the period of the borrowings using the
effective interest method.
Borrowing costs are recognised as and included in finance costs in the income
statement in the period in which they are incurred.
(g) Income tax
Income tax for the period 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 period,
using tax rates enacted or substantively enacted at the balance sheet date.
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.
(h) 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.
(i) Revenue recognition
Revenue is measured at the fair value of the consideration received or
receivable and is recognised when it is probable that the economic benefits will
flow to the company and the amount of revenue can be measured reliably.
Interest income is recognised as it accrues using the effective interest method.
(j) Operating leases
Leases where the lessor substantially retains all the risks and rewards of
ownership of assets are accounted for as operating leases.
Where the company has the use of assets held under operating leases, payments
made under the leases are charged to profit or loss in equal instalments over
the accounting periods covered by the lease term, except where an alternative
basis is more representative of the pattern of benefits to be derived from the
leased asset. Lease incentives received are recognised in profit or loss as an
integral part of the aggregate net lease payments made. Contingent rentals are
charged to profit or loss in the accounting period in which they are incurred.
(k) Foreign currency translation
i) Functional and presentation 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"). Management concluded that United States dollar is the most
appropriate measurement of the functional currency for the company, which is
also the company's presentational currency.
ii) 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.
(l) 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 Revenue and other income
The company had not recorded any revenue during the period.
Other income represents bank interest income.
4 Loss before taxation
Loss before taxation is arrived at after charging:
+---------------------------------------------------------+----------+-------------+
| | | USD |
+---------------------------------------------------------+----------+-------------+
| (a) Finance costs: | | |
+---------------------------------------------------------+----------+-------------+
| Interest on bank overdrafts | | 51 |
+---------------------------------------------------------+----------+-------------+
| | | |
+---------------------------------------------------------+----------+-------------+
| (b) Other items: | | |
+---------------------------------------------------------+----------+-------------+
| Auditor's remuneration | | 11,282 |
+---------------------------------------------------------+----------+-------------+
| Incorporation expenses written off | | 4,467 |
+---------------------------------------------------------+----------+-------------+
5 Income tax
No provision for income tax has been made as the company has no assessable
profit for the period.
No provision for deferred taxation has been made in the financial statements as
the tax effect of temporary differences is immaterial to the company.
6 Directors' remuneration
+---------------------------------------------------+----------+-------------+
| | | USD |
+---------------------------------------------------+----------+-------------+
| Fees | | - |
+---------------------------------------------------+----------+-------------+
| Basic salaries, other allowances and benefits in | | 21,212 |
| kind | | |
+---------------------------------------------------+----------+-------------+
| Contributions to pension schemes | | - |
+---------------------------------------------------+----------+-------------+
| Share-based compensation expenses | | - |
+---------------------------------------------------+----------+-------------+
| | | |
+---------------------------------------------------+----------+-------------+
| | | 21,212 |
+---------------------------------------------------+----------+-------------+
7 Loss per share
Basic loss per share is calculated by dividing the loss attributable to equity
holders of the company by the weighted average number of ordinary shares in
issue during the period.
+--------------------------------------------------------+-+-----------------+
| | | |
+--------------------------------------------------------+-+-----------------+
| Loss for the period | | USD( 647,116) |
+--------------------------------------------------------+-+-----------------+
| | | |
+--------------------------------------------------------+-+-----------------+
| Weighted average number of outstanding ordinary shares | | 2,985,149 |
| in issue | | |
+--------------------------------------------------------+-+-----------------+
| | | |
+--------------------------------------------------------+-+-----------------+
| Basic loss per share (US in cent) | | ( 21.68) |
+--------------------------------------------------------+-+-----------------+
| | | |
+--------------------------------------------------------+-+-----------------+
| |
+--------------------------------------------------------+-+-----------------+
Diluted loss per share is not presented as there are no potential shares which
would have an anti-dilutive effect.
8 Cash and cash equivalents
+--------------------------------------------------------+-----+-------------+
| | | USD |
+--------------------------------------------------------+-----+-------------+
| | | |
+--------------------------------------------------------+-----+-------------+
| Cash at bank, classified as cash and cash equivalents | | 5,361,181 |
| in the balance sheet | | |
+--------------------------------------------------------+-----+-------------+
| Bank overdrafts (GBP2,331) | | ( 3,397) |
+--------------------------------------------------------+-----+-------------+
| | | |
+--------------------------------------------------------+-----+-------------+
| Cash and cash equivalents in the cash flow statement | | 5,357,784 |
+--------------------------------------------------------+-----+-------------+
| | | |
+--------------------------------------------------------+-----+-------------+
The bank overdrafts are unsecured, interest bearing at 7.25% to 16.48% per annum
and are repayable on demand.
9 Share capital and reserve
(a) Authorised and issued share capital
+-----------------------------------+--+-----------+------------+--+------------+--+
| | | | No. of | | | |
+-----------------------------------+--+-----------+------------+--+------------+--+
| | | | shares | | USD | |
+-----------------------------------+--+-----------+------------+--+------------+--+
| Authorised: | | | | | | |
+-----------------------------------+--+-----------+------------+--+------------+--+
| | | | | | | |
+-----------------------------------+--+-----------+------------+--+------------+--+
| Ordinary shares of USD1 each | | | 50,000,000 | | 50,000,000 | |
+-----------------------------------+--+-----------+------------+--+------------+--+
| | | | | | | |
+-----------------------------------+--+-----------+------------+--+------------+--+
| Ordinary shares, issued and fully | | | | | | |
| paid: | | | | | | |
+-----------------------------------+--+-----------+------------+--+------------+--+
| | | | | | | |
+-----------------------------------+--+-----------+------------+--+------------+--+
| At 31 December 2008 | | | 6,000,000 | | 6,000,000 | |
+-----------------------------------+--+-----------+------------+--+------------+--+
| | | | | | |
+-----------------------------------+--+-----------+------------+--+------------+--+
Upon incorporation, an ordinary share of USD1 was issued to one subscriber at
par for cash. On 28 November 2007, 499,999 ordinary shares of USD1 were issued
at par for cash. On 25 June 2008, further 5,500,000 ordinary shares of USD1 were
issued at par to certain subscribers under Subscription Application Agreements.
At 1 July 2008, the consideration for these 5,500,000 ordinary shares was
received from the subscribers. The Company has made no investments up to the
balance sheet date.
The holders of ordinary shares are entitled to receive dividends as declared
from time to time and are entitled to one vote per share at meetings of the
company. All ordinary shares rank pari passu with regard to the company's
residual assets.
(b) Capital management
The company's objective when managing capital is to safeguard its ability to
continue as a going concern, so that it can continue to provide returns for
shareholders and benefits for other stakeholders. After the company listed in
the AIM, the proceeds from the shareholders have not been applied to any
potential property projects owing to the prevailing adverse economic downturn.
The company manages capital by regularly monitoring its current and expected
liquidity in the short and longer term.
The company is not subject to any externally imposed capital requirements.
10 Financial instruments
Exposure to credit, liquidity, interest rate and foreign currency risks arises
in the normal course of the company's business. These risks are limited by the
company's financial management policies and practices described below.
(a) Credit risk
The carrying amount of the cash at bank and other receivables included in the
balance sheet represents the company's maximum exposure to credit risk in
relation to the company's financial assets. None of these financial assets are
either past due or impaired.
The company has no significant concentrations of credit risk.
The credit risk on cash at bank balances is limited because the counterparty is
a bank with a high credit-rating assigned by international credit-rating
agencies.
(b) Liquidity risk
The company's policy is to regularly monitor current and expected liquidity
requirements to ensure that it maintains sufficient reserves of cash to meet its
liquidity requirements in the short and longer term. No material liquidity risk
is expected at the balance sheet date.
(c) Interest rate risk
The company's exposure to interest-rate risk arises from its bank deposits
and short term bank overdrafts. These deposits and overdrafts bear interests
at variable rates varied with the then prevailing market condition. The company
has not used any hedging instruments to hedge its exposures to interest rate
risk as management considers that the short term bank overdrafts are relatively
insignificant to the company; any reasonable changes in interest rate would not
result in a significant change in the company's results. Accordingly, no
sensitivity analysis is presented for interest rate risk.
(d) Foreign currency risk
The company is not exposed to significant foreign currency risk as most of its
business transactions, assets and liabilities are denominated in United States
dollars and Hong Kong dollars. As Hong Kong dollars are pegged with United
States dollars, the company's exposure to foreign currency risk is not expected
to be material.
(e) Fair values
The directors consider that all financial instruments in the financial
statements are carried at amounts not materially different from their fair
values as at 31 December 2008.
11 Operating lease commitments
At 31 December 2008, the total future minimum lease payments under
non-cancellable operating lease is payable as follows:
+------------------------------------------+-------------+-------------------+
| | | |
+------------------------------------------+-------------+-------------------+
| | | USD |
+------------------------------------------+-------------+-------------------+
| | | |
+------------------------------------------+-------------+-------------------+
| Within 1 year | | 6,016 |
+------------------------------------------+-------------+-------------------+
| | | |
+------------------------------------------+-------------+-------------------+
The company is the lessee in respect of the office premise and office equipment
held under an operating lease. The lease typically run for an initial period of
one year, at the end of which period all terms are renegotiated. The lease does
not include contingent rentals.
12 Related party transactions
(a) Transactions with key management personnel
All members of key management personnel are the directors of the company, and
the remuneration for them is disclosed in note 6.
(b) Transactions with other related parties
+--------------------------------------------------+--------+--+--+-------------+
| | Note | | | USD |
+--------------------------------------------------+--------+--+--+-------------+
| | | | | |
+--------------------------------------------------+--------+--+--+-------------+
| Administrative service fees to Prince Asset | (i) | | | 26,921 |
| Management Co. Ltd. | | | | |
+--------------------------------------------------+--------+--+--+-------------+
| Rental expenses to Prince Asset Management Co. | (ii) | | | 33,331 |
| Ltd. | | | | |
+--------------------------------------------------+--------+--+--+-------------+
| | | | | |
+--------------------------------------------------+--------+--+--+-------------+
Notes:
(i) Administrative service fees represent leasing of office equipments and
facilities from its immediate parent company.
(ii) Rental expenses represent leasing of office premise and equipment from
its immediate parent company.
The above other related party transactions are entered between both parties at
mutually agreed terms which are based on the proportion of sharing of office
charges. At balance sheet date, there are no amounts due to its immediate parent
company.
13 Comparative figures
The company was incorporated on 23 November 2007 and audited financial
statements have not previously been prepared. Accordingly, there are no
comparative figures.
14 Possible impact of amendments, new standards and interpretations issued
but not yet effective for the period ended 31 December 2008
Up to the date of issue of these financial statements, the IASB has issued a
number of amendments, new standards and interpretations, which are not yet
effective for the period ended 31 December 2008 and which have not been adopted
in these financial statements, as follows:
+-------------------------+--------------------------------------------------+
| IFRSs (Amendments) | Improvements to IFRSs1 |
+-------------------------+--------------------------------------------------+
| IAS 1 (Revised) | Presentation of Financial Statements2 |
+-------------------------+--------------------------------------------------+
| IAS 23 (Revised) | Borrowing Costs2 |
+-------------------------+--------------------------------------------------+
| IAS 27 (Revised) | Consolidated and Separate Financial Statements3 |
+-------------------------+--------------------------------------------------+
| IAS 32 & IAS 1 | Puttable Financial Instruments and Obligations |
| (Amendments) | Arising on Liquidation2 |
+-------------------------+--------------------------------------------------+
| IAS 39 (Amendment) | Eligible hedged items3 |
+-------------------------+--------------------------------------------------+
| IFRS 1 & IAS 27 | Cost of an Investment in a Subsidiary, Jointly |
| (Amendments) | Controlled Entity or Associate2 |
+-------------------------+--------------------------------------------------+
| IFRS 2 (Amendment) | Vesting Conditions and Cancellations2 |
+-------------------------+--------------------------------------------------+
| IFRS 3 (Revised) | Business Combinations3 |
+-------------------------+--------------------------------------------------+
| IFRS 7 (Amendments) | Improving Disclosures about Financial |
| | Instruments2 |
+-------------------------+--------------------------------------------------+
| IFRS 8 | Operating Segments2 |
+-------------------------+--------------------------------------------------+
| IFRIC - Int 13 | Customer Loyalty Programmes4 |
+-------------------------+--------------------------------------------------+
| IFRIC - Int 15 | Agreements for the Construction of Real Estate2 |
+-------------------------+--------------------------------------------------+
| IFRIC - Int 16 | Hedges of a Net Investment in a Foreign |
| | Operation5 |
+-------------------------+--------------------------------------------------+
| IFRIC - Int 17 | Distributions of Non-cash Assets to Owners3 |
+-------------------------+--------------------------------------------------+
| IFRIC - Int 18 | Transfer of Assets from Customers6 |
+-------------------------+--------------------------------------------------+
| | |
+-------------------------+--------------------------------------------------+
1 Effective for annual periods beginning on or after 1 January 2009 except
for the amendments to IFRS 5, effective for annual periods beginning on or after
1 July 2009
2Effective for annual periods beginning on or after 1 January 2009
3Effective for annual periods beginning on or after 1 July 2009
4Effective for annual periods beginning on or after 1 July 2008
5Effective for annual periods beginning on or after 1 October 2008
6Effective for transfers of assets from customers received on or after 1 July
2009
The company is in the process of making an assessment of what the impact of
these amendments, new standards and new interpretations is expected to be in the
period of initial application. So far it has concluded that the adoption of them
is unlikely to have a significant impact on the company's results of operations
and financial position.
15 Post balance sheet event
Subsequent to the balance sheet date on 2 June 2009, Mr. Jen-Ching Chen ("Mr.
Chen"), Executive Director and Chairman of the company, was detained by Taiwan
prosecutors to assist with their investigations into possible fraud involving
the company's ultimate holding company, Prince Housing, in pursuant to an
announcement made by the company on 4 June 2009.
In order to avoid the on-going investigation interfering with the company's
operations, Mr. Chen tendered his resignation as Executive Director and Chairman
of the company on 17 June 2009 and a written resolution of the Board of
Directors of the company was passed on 24 June 2009 to approve Mr. Chen's
resignation with immediate effect in pursuant to the company's Articles and
Association. The Board of Directors confirms that the company is not under any
investigation nor has it been requested to participate in any queries by the
Taiwan prosecutors related to Mr. Chen.
As a consequence, the company is currently operated by the remaining Executive
Director, Mr. Lawrence Ng, and the Non-Executive Director, Mr. David Thomas
until they find a suitable replacement or candidate to fill the vacancy left by
Mr. Chen.
Notwithstanding the above management change, the Board of Directors have made a
reasonable expectation that the company will continue in operational existence
for the foreseeable future and have therefore applied the going concern basis in
preparing the financial statements for the period.
16 Approval of financial statements
The financial statements set out on pages 3 to 16 were approved by the Board of
Directors on 29 June 2009.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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