MT91MT81MT66MT90MT90MT64MT78MT65MT73MT68MT67MT72MT74MT70MT84MT73
MT71MT83MT80MT74MT76MT78MT81MT82MT77MT79MT73MT75MT72
MT62MT82MT88MT86MT89MT85MT87MT75MT79MT77MT69MT80MT83MT71MT76MT63
MT105MT109MT111MT109MT114MT118 MT104MT106MT107MT112MT110MT112MT107 MT102MT117MT115MT119MT116 MT103MT112MT113MT112MT118MT109MT108
MT58MT87MT88MT92MT91MT62MT60MT61MT60MT59
MT85MT90MT89MT86
MT71MT83MT80MT74MT76MT78MT81MT82MT77MT79MT73MT75MT72
MT105MT109MT111MT109MT114MT118
MT104
MT106MT107MT112MT110
MT112MT107
MT102MT117
MT115MT119MT116
MT103MT112MT113MT112MT118MT109MT108
MT94MT93MT93MT95
MT94MT96MT100MT93MT99MT94MT95
MT99MT93MT98MT97MT99
MT100
MT85MT90MT89MT86
MT99MT98MT98MT100
MT105MT109MT111MT109MT114MT118 MT104MT106MT107MT112MT110MT112MT107 MT102MT117MT115MT119MT116 MT103MT112MT113MT112MT118MT109MT108
MT121MT124MT49MT42MT50MT52MT51MT50MT52MT125MT54MT44MT43MT46MT49MT54MT45MT44MT123MT125MT56MT48MT125MT49MT124MT53MT47MT125MT49MT43MT53MT55MT46MT54MT45MT47MT46MT48MT46MT54MT44MT43MT47MT46MT125MT126MT46MT47MT46MT54MT56MT122
MT58MT64MT70MT69MT65MT68MT63MT69MT66MT67MT62MT60MT61MT60MT59
MT114MT123MT125 MT42MT119MT118MT126MT120MT43 MT121MT123MT122MT42MT119MT126MT118MT122MT117MT118MT117MT112MT110MT115MT118MT124MT42MT118MT121MT116MT118MT125MT111MT110MT110MT113
MT102MT104MT108MT101MT107MT102MT103MT107MT101MT106MT105MT107MT108MT99MT98MT98MT100
Regent Pacific Group Limited
12007 Interim Report
RESULTS
The directors (the “Directors” or the “Board”) of Regent Pacific Group Limited (the
“Company” and collectively with its subsidiaries, the “Group”) are pleased to announce the
unaudited results of the Group for the six months ended 30 September 2007, together with
comparative figures for the corresponding period ended 30 September 2006, as follows:
CONDENSED CONSOLIDATED INCOME STATEMENT
For the six months ended 30 September 2007
(Unaudited)
For the six months ended
30 September
2007 2006
Notes US$’000 US$’000
Revenue/Turnover: 3
Corporate investment income 523 162
Asset management and
corporate finance income — 212
Other income 912 76
Fair value (loss)/gain (44) 2,776
1,391 3,226
Expenses:
Employee benefit expenses (2,335) (1,697)
Rental and office expenses (202) (93)
Information and technology expenses (118) (107)
Marketing costs and commissions (20) (43)
Professional fees (731) (504)
Investment advisory fee — (78)
Finance costs 5 (1,192) (1,291)
Other operating expenses (399) (356)
Operating loss 4 (3,606) (943)
Share of profit of an associate 315 888
Share of profit of a jointly controlled entity 5,068 2,942
Profit before taxation 1,777 2,887
Taxation 6 — —
Profit for the period 1,777 2,887
Attributable to:
Equity holders of the Company 1,901 2,525
Minority interests (124) 362
1,777 2,887
Dividend — —
Earnings per share (US cent): 7
- Basic 0.12 0.18
- Diluted 0.11 0.15
Regent Pacific Group Limited
2 2007 Interim Report
CONDENSED CONSOLIDATED BALANCE SHEET
As at 30 September 2007
(Unaudited)(Audited)
As at As at
30 September 31 March
2007 2007
Notes US$’000 US$’000
Non-current assets:
Goodwill 1,876 1,876
Exploration and evaluation assets 218 78
Property, plant and equipment 242 195
Interest in an associate 3,105 2,768
Interest in a jointly controlled entity 27,091 25,180
Available-for-sale financial assets 620 620
33,152 30,717
Current assets:
Cash and bank balances 46,062 3,938
Financial assets at fair value through
profit and loss 4,381 6,290
Trade receivables 8 158 173
Prepayments, deposits and other receivables 7,877 1,779
58,478 12,180
Current liabilities:
Derivative financial instruments 11 (20) (17)
Trade payables, accruals and other payables 9 (2,482) (647)
Borrowings (24) (29)
(2,526) (693)
Net current assets 55,952 11,487
Total assets less current liabilities 89,104 42,204
Non-current liability:
Borrowings (17,979) (21,631)
Net assets 71,125 20,573
Equity
Equity attributable to the Company’s
equity holders
Share capital 10 19,467 14,959
Reserves 51,300 5,127
70,767 20,086
Minority interests 358 487
Total equity 71,125 20,573
Regent Pacific Group Limited
32007 Interim Report
CONDENSED CONSOLIDATED CASH FLOW STATEMENT
For the six months ended 30 September 2007
(Unaudited)
For the six months ended
30 September
2007 2006
US$’000 US$’000
Net cash used in operating activities (2,601) (1,994)
Net cash generated from/(used in) investing activities 1,787 (18,224)
Net cash generated from financing activities 42,938 79
Net increase/(decrease) in cash and cash equivalents 42,124 (20,139)
Cash and cash equivalents at the beginning
of the period 3,938 22,067
Cash and cash equivalents at the end of the period 46,062 1,928
Analysis of balances of cash and cash equivalents:
Cash and bank balances 46,062 1,928
Regent Pacific Group Limited
4 2007 Interim Report
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the six months ended 30 September 2007
Equity attributable to equity holders of the Company
Employee Foreign
share-based Convertible Preference Capital Investment currency
Share Accumulated Share payment bonds shares redemption revaluation exchange Minority Total
capital losses premium reserve reserve reserve reserve reserve reserve Total interests equity
2007 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000
At 1 April 2007 14,959 (52,331) 53,360 882 47 153 1,204 453 1,359 20,086 487 20,573
Foreign currency
translation adjustment ————————1818 (5)13
Share of reserve of a
jointly controlled entity ————————572572—572
Net income recognised
directly in equity ————————590590(5)58
Profit for the period — 1,901 ———————1,901 (124) 1,777
Total recognised income
and expense for
the period — 1,901 ——————5902,491 (129) 2,362
Exercise of share options 130 — 487 (146) —————471—471
Issue of new shares 2,933 — 39,800 ——————42,733 — 42,733
Conversion of convertible
bonds 1,310 — 2,834 — (12) — — — — 4,132 — 4,132
Conversion of
redeemable convertible
preference shares 135 — 329 — — (13) — — — 451 — 451
Employee share-based
payment — — — 381 —————381—381
Share of reserve of
an associate — — — 22 —————2 —2
At 30 September 2007 19,467 (50,430) 96,810 1,139 35 140 1,204 453 1,949 70,767 358 71,125
Regent Pacific Group Limited
52007 Interim Report
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the six months ended 30 September 2007
Equity attributable to equity holders of the Company
Employee Foreign
share-based Convertible Capital Investment currency
Share Accumulated Share payment bonds redemption revaluation exchange Minority Total
capital losses premium reserve reserve reserve reserve reserve Total interests equity
2006 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000
At 31 March 2006,
as previously reported 13,726 (52,460) 50,233 216 56 1,204 — 178 13,153 453 13,606
Prior year adjustment — (453) ————453————
At 1 April 2006,
as restated 13,726 (52,913) 50,233 216 56 1,204 453 178 13,153 453 13,606
Foreign currency translation adjustment ———————8 8— 8
Share of reserve of a jointly
controlled entity ———————310310—310
Net income recognised directly in equity ———————318318—318
Profit for the period — 2,525 ——————2,525 362 2,887
Total recognised income and
expense for the period — 2,525 —————3182,843 362 3,205
Exercise of share options 23 — 56 —————79—79
Conversion of convertible bonds 928 — 2,008 — (9) — — — 2,927 — 2,927
Employee share-based payment — — — 341 — — — — 341 — 341
At 30 September 2006 14,677 (50,388) 52,297 557 47 1,204 453 496 19,343 815 20,158
Regent Pacific Group Limited
6 2007 Interim Report
NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
1. GENERAL INFORMATION AND BASIS OF PREPARATION
The Company was incorporated in the Cayman Islands with limited liability. Its registered office is at P O
Box 309, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands. The
Company’s shares are listed on
The Company’s principal activity is investment holding, and the Group’s principal activities consist of
exploration and mining of natural resources; provision of investment advisory services; corporate finance
and advisory services; and corporate investment.
The condensed interim financial statements have been prepared in accordance with the applicable
disclosure requirements of Appendix 16 to The Rules Governing the Listing of Securities (the “HK
Listing Rules”) on The HK Stock Exchange and Hong Kong Accounting Standard (“HKAS”) 34 “Interim
Financial Reporting” issued by the Hong Kong Institute of Certified Public Accountants.
The condensed interim financial statements should be read in conjunction with the Company’s financial
statements for the year ended 31 March 2007.
The accounting policies used in the preparation of this condensed consolidated financial statements are
consistent with those used in the annual financial statements for the year ended 31 March 2007.
2. ADOPTION OF NEW ISSUED HONG KONG FINANCIAL REPORTING STANDARDS AND HKASS
(“HKFRSS”)
The Group has not early adopted the following HKFRSs that have been issued but are not yet effective.
The Directors of the Company anticipate that the adoption of such HKFRSs will not result in material
financial impact on the financial statements of the Group:
HKAS 23 (Revised) Borrowing Costs
1
HKFRS 8 Operating Segments
1
1
Effective for annual periods beginning on or after 1 January 2009
Regent Pacific Group Limited
72007 Interim Report
3. SEGMENTED INFORMATION
PRIMARY REPORTING FORMAT - BUSINESS SEGMENTS
The Group comprises four business segments as follows:
Mining : mining and exploration of natural resources
Asset management : management of assets entrusted by the shareholders of various mutual
funds
Corporate finance : provision of investment advisory services to associates and third parties
Corporate investment : investment in corporate entities, both listed and unlisted
Inter-segment revenues arising from inter-segment transactions are conducted at competitive market
prices charged to external customers. Those revenues are eliminated on consolidation.
For the six months ended 30 September 2007
(Unaudited)
Asset Corporate Corporate
management finance investment Mining Unallocated Total
US$’000 US$’000 US$’000 US$’000 US$’000 US$’000
Revenue from external customers — — 1,435 — — 1,435
Inter-segment revenue — — — — — —
— — 1,435 — — 1,435
Segment results — — (2,020) (394) — (2,414)
Unallocated operating expenses —
Finance costs (1,192)
Operating loss (3,606)
Share of profit of an associate 315 315
Share of profit of a jointly
controlled entity 5,068 5,068
Taxation —
Profit for the period 1,777
Regent Pacific Group Limited
8 2007 Interim Report
For the six months ended 30 September 2006
(Unaudited)
Asset Corporate Corporate
management finance investment Mining Unallocated Total
US$’000 US$’000 US$’000 US$’000 US$’000 US$’000
Revenue from external customers 288 — 162 — — 450
Inter-segment revenue — — — — — —
288 — 162 — — 450
Segment results (579) (1,229) 2,156 — — 348
Unallocated operating expenses —
Finance costs (1,291)
Operating loss (943)
Share of profit of an associate 888 888
Share of profit of a jointly
controlled entity 2,942 2,942
Taxation —
Profit for the period 2,887
The segment assets and liabilities at 30 September 2007 and capital expenditure for the six months then
ended are as follows:
(Unaudited)
Asset Corporate Corporate
management finance Investment Mining Others Total
US$’000 US$’000 US$’000 US$’000 US$’000 US$’000
Segment assets — — 60,041 1,393 — 61,434
Interest in an associate — — — — 3,105 3,105
Interest in a jointly controlled entity — — — 27,091 — 27,091
Total assets — — 60,041 28,484 3,105 91,630
Segment liabilities — — 2,590 17,915 — 20,505
Depreciation and amortisation — — 36 — — 36
Capital expenditure — — 83 138 — 221
Regent Pacific Group Limited
92007 Interim Report
The segment assets and liabilities at 31 March 2007 and capital expenditure for the year then ended are
as follows:
(Audited)
Asset Corporate Corporate
management finance Investment Mining Others Total
US$’000 US$’000 US$’000 US$’000 US$’000 US$’000
Segment assets 1,443 13 13,203 290 — 14,949
Interest in an associate — — — — 2,768 2,768
Interest in a jointly controlled entity — — — 25,180 — 25,180
Total assets 1,443 13 13,203 25,470 2,768 42,897
Segment liabilities 283 — 487 — 21,554 22,324
Depreciation and amortisation 26 — — — — 26
Capital expenditure 188 — — 20,009 — 20,197
SECONDARY REPORTING FORMAT - GEOGRAPHICAL SEGMENTS
The Group’s business is managed on a world-wide basis. Asia Pacific is a major market for its mining
and exploration of natural resources, and its corporate investments.
In presenting information on the basis of geographical segments, segment revenue is based on the
geographical location of customers, investing funds or corporate investment.
There are no sales between the geographical segments.
For the six months ended 30 September 2007
North America Asia Pacific Western Europe Total
US$’000 US$’000 US$’000 US$’000
Revenue from external
customers 11 1,209 215 1,435
Capital expenditure incurred
during the period — 221 — 221
For the six months ended 30 September 2006
North America Asia Pacific Western Europe Total
US$’000 US$’000 US$’000 US$’000
Revenue from external
customers 88 281 81 450
Capital expenditure incurred
during the period — 19,940 — 19,940
Regent Pacific Group Limited
10 2007 Interim Report
4. OPERATING LOSS
(Unaudited)
For the six months ended
30 September
2007 2006
US$’000 US$’000
Operating loss is arrived at after charging:
Auditors’ remuneration 40 68
Bad debts written off — 117
Depreciation on owned property, plant and equipment 36 8
Operating lease rental on property and equipment 116 46
Share-based payment 381 341
and crediting:
Interest income on bank deposits 70 47
Dividend income from available-for-sale financial assets — 71
Dividend income from financial assets at fair value
through profit and loss 25 —
5. FINANCE COSTS
(Unaudited)
For the six months ended
30 September
2007 2006
US$’000 US$’000
Interest on convertible bonds 917 1,291
Interest on redeemable convertible preference shares 275 —
1,192 1,291
6. TAXATION
No provision for Hong Kong or overseas profits tax has been made in these financial statements as all
the Group companies which are subject to such tax have sustained losses for taxation purposes for the
period.
Share of associate’s taxation for the six months ended 30 September 2007 of US$6,000 (2006:
US$14,000) is included in the consolidated income statement as share of profit of an associate. Pursuant
to a notice dated 30 June 2006 issued by the Simao Provincial Tax Bureau, the Company’s jointly
controlled entity is exempt from income tax from year 2006 to year 2007 and is subject to a 50%
reduction in the income tax rate for a period of three years from 2008 to 2010.
Regent Pacific Group Limited
112007 Interim Report
7. EARNINGS PER SHARE
The calculation of the basic and diluted earnings per share is based on the following data:
(Unaudited)
For the six months ended
30 September
2007 2006
Earnings US$’000 US$’000
Profit attributable to equity holders of the Company,
used to determine basic earnings per share 1,901 2,525
Interest on convertible bonds — 508
Profit used to determine diluted earnings per share 1,901 3,033
Number of shares
Weighted average number of ordinary shares,
used to determine basic earnings per share 1,628,185,514 1,439,107,391
Effect of dilutive potential ordinary shares:
Share options 82,582,810 22,354,213
Convertible bonds — 623,536,527
Weighted average number of ordinary shares,
used to determine diluted earnings per share 1,710,768,324 2,084,998,131
The convertible bonds and the redeemable convertible preference shares outstanding during the
period ended 30 September 2007 had an anti-dilutive effect on the earnings per share and were
ignored in the calculation of diluted earnings per share.
# Subsequent to the period end date and prior to the date of this report, new ordinary shares were
issued and allotted and options were granted, details of which are set out in note 10.
Regent Pacific Group Limited
12 2007 Interim Report
8. TRADE RECEIVABLES
At 30 September 2007 and 31 March 2007, the aging analysis of trade receivables was as follows:
(Unaudited)(Audited)
As at As at
30 September 31 March
2007 2007
US$’000 US$’000
1 to 3 months old 15 31
More than 3 months old but less than 12 months old 143 142
158 173
The Group applies credit policies appropriate to the particular business circumstances concerned but
generally requires outstanding amounts to be paid within 30 days of invoice.
9. TRADE PAYABLES, ACCRUALS AND OTHER PAYABLES
At 30 September 2007 and 31 March 2007, the aging analysis of trade payables was as follows:
(Unaudited)(Audited)
As at As at
30 September 31 March
2007 2007
US$’000 US$’000
Due within 1 month or on demand — 2
More than 6 months 31 29
Trade payables 31 31
Accruals and other payables 2,451 616
2,482 647
Included in trade payables were those payables placed in trust accounts amounting to US$29,000 as at
30 September 2007 (31 March 2007: US$29,000).
Regent Pacific Group Limited
132007 Interim Report
10.SHARE CAPITAL
Number of Number of
ordinary shares unclassified Total number Total
Authorised: of US$0.01 each US$’000 shares US$’000 of shares US$’000
At 30 September 2007
and 31 March 2007 5,000,000,000 50,000 550,000,000 5,500 5,550,000,000 55,500
Number of
ordinary
shares of
Issued and fully paid: US$0.01 each US$’000
At 1 April 2006 1,372,599,856 13,726
Conversion of convertible bonds 92,781,468 928
Employee share option scheme –
exercise of share options 2,306,000 23
Conversion of redeemable convertible
preference shares 6,724,138 67
Issue of new shares 21,514,256 215
At 31 March 2007 1,495,925,718 14,959
Employee share option scheme –
exercise of share options 13,014,000 130
Conversion of convertible bonds 130,967,501 1,310
Conversion of redeemable convertible
preference shares 13,448,276 135
Issue of new shares 293,339,464 2,933
At 30 September 2007 1,946,694,959 19,467
Unclassified shares of US$0.01 each, which may be issued as ordinary shares or as non-voting
convertible deferred shares of US$0.01 each
As noted above, during the six-month period ended 30 September 2007, an aggregate of 450,769,241
new ordinary shares were issued and allotted with details set out below:
a. An aggregate of 6,534,000 new ordinary shares were issued and allotted for a total consideration of
HK$1,738,044 (approximately US$222,826), being HK$0.266 per share, upon exercise of options
under the Share Option Scheme (2002).
b. An aggregate of 6,480,000 new ordinary shares were issued and allotted for a total consideration of
HK$1,944,000 (approximately US$249,230), being HK$0.300 per share, upon exercise of options
under the Share Option Scheme (2002).
Regent Pacific Group Limited
14 2007 Interim Report
c. An aggregate of 130,967,501 new ordinary shares were issued and allotted upon conversion of
Convertible Bonds with a principal amount of US$4.39 million, being at a conversion price of
HK$0.2615 per share.
d. An aggregate of 13,448,276 new ordinary shares were issued and allotted upon conversion of 500
Redeemable Convertible Preference Shares, being at a conversion price of HK$0.290 per share.
e. An aggregate of 293,339,464 new ordinary shares were issued and allotted on 28 September 2007
at the price of HK$1.200 per share upon completion of a private placing pursuant to the placing
agreement dated 18 September 2007 (details of which were set out in the announcement issued by
the Company on 18 September 2007).
Subsequent to the period end date and prior to the date of this report, an aggregate of 106,583,442 new
ordinary shares were issued and allotted with details set out below:
a. An aggregate of 167,000 new ordinary shares were issued and allotted for a total consideration of
HK$44,422 (approximately US$5,695), being HK$0.266 per share, upon exercise of options under
the Share Option Scheme (2002).
b. An aggregate of 2,000,000 new ordinary shares were issued and allotted for a total consideration of
HK$600,000 (approximately US$76,923), being HK$0.300 per share, upon exercise of options under
the Share Option Scheme (2002).
c. An aggregate of 89,499,808 new ordinary shares were issued and allotted upon conversion of
Convertible Bonds with a principal amount of US$3 million, being at a conversion price of
HK$0.2615 per share.
d. An aggregate of 14,916,634 new ordinary shares were issued and allotted upon conversion of
Convertible Bonds with a principal amount of US$500,000, being at a conversion price of
HK$0.2615 per share.
1. Convertible Bonds
On 31 March 2006, the Company issued US$20 million 12% guaranteed convertible bonds due 2009
(the “Convertible Bond(s)”) under a purchase agreement dated 30 March 2006 (the “Purchase
Agreement”), pursuant to which (i) MLP Investments (Caymans), Ltd; (ii) Highbridge International
LLC; (iii) Highbridge Asia Opportunities Master Fund, LP; and (iv) J.P. Morgan Securities Ltd
purchased Convertible Bonds with principal amounts of US$12 million, US$2.5 million, US$2.5
million and US$3 million respectively. The Convertible Bonds may give rise to the issue, in
aggregate, of 596,661,718 ordinary shares on conversion at a conversion price of HK$0.2615 per
share.
During the six-month period ended 30 September 2007, Convertible Bonds with a principal amount
of US$4.39 million were converted into, in aggregate, 130,967,501 new ordinary shares.
Subsequent to the period end date and prior to the date of this report, Convertible Bonds with a
principal amount of US$3.5 million were converted into, in aggregate, 104,416,442 new ordinary
shares. Accordingly, as at the date of this report, Convertible Bonds with a principal amount of US$9
million, which may be convertible into 268,496,307 new ordinary shares, are outstanding.
Regent Pacific Group Limited
152007 Interim Report
2. Redeemable Convertible Preference Shares
On 11 October 2006, the Company entered into a subscription agreement (the “Subscription
Agreement”) with (i) Libra Fund LP; (ii) Libra Offshore Limited; (iii) MLP Investments (Caymans),
Ltd; and (iv) certain Directors of the Company, namely James Mellon, Jayne Sutcliffe, Anderson
Whamond, Jamie Gibson, Mark Searle, Julie Oates and David Comba (collectively the
“Purchasers”) relating to the issue by the Company of, and the subscription by the Purchasers for,
6,250 dividend bearing non-voting redeemable convertible preference shares (“Redeemable
Convertible Preference Share(s)” or “RCPS”) at US$1,000 per share in cash, in order to raise
US$6.25 million (approximately HK$48.75 million) (the “RCPS Placing”). The Redeemable
Convertible Preference Shares may give rise to the issue, in aggregate, of 168,103,449 ordinary
shares on conversion at a conversion price of HK$0.290 per share. The RCPS Placing was
approved by the independent and disinterested shareholders of the Company at the extraordinary
general meeting held on 23 November 2006 under the requirement of the HK Listing Rules.
The RCPS Placing was completed on 30 November 2006, on which date an aggregate of 6,250
Redeemable Convertible Preference Shares were issued and allotted to the Purchasers on the
terms and conditions set out in the Subscription Agreement.
During the six-month period ended 30 September 2007, 500 Redeemable Convertible Preference
Shares were converted into 13,448,276 new ordinary shares. No Redeemable Convertible
Preference Shares were converted into ordinary shares subsequent to the period end date and prior
to the date of this report. Accordingly, as at the date of this report, there are 5,500 Redeemable
Convertible Preference Shares outstanding, which may be convertible into 147,931,035 ordinary
shares.
3. Share Option Scheme (2002)
The Company’s share option scheme, named “Share Option Scheme (2002)” (the “Share Option
Scheme (2002)”), was adopted with shareholders’ approval at the Company’s annual general
meeting held on 15 November 2002. The scheme shall continue in force until the tenth anniversary
of its commencement date, which will be 15 November 2012.
The Share Option Scheme (2002) provides the Company with a flexible means of either retaining,
incentivising, rewarding, remunerating, compensating and/or providing benefits to the eligible
participants (including directors, executives, employees, consultants and service providers of the
Company and its subsidiaries). The scheme may, at the discretion of the Directors, be used in
conjunction with any cash based compensation, incentive compensation or bonus plan.
Regent Pacific Group Limited
16 2007 Interim Report
The Company sought shareholders’ approval at the extraordinary general meeting held on 16 June
2006 for “refreshing” the 10% limit under the scheme. Accordingly, the maximum number of shares
which may be issued upon exercise of all options to be granted after 16 June 2006 under the Share
Option Scheme (2002), when aggregated with any shares which may be issued upon exercise of
options to be granted under other schemes of the Company, shall not exceed 146,538,132 shares,
being 10% of the total issued ordinary share capital of the Company as at the date of approval of the
“refreshed” limit. Options previously granted under the scheme (including those outstanding,
cancelled or lapsed in accordance with the scheme or exercised options) will not be counted for the
purpose of calculating the limit as “refreshed”. The overall limit on the number of shares which may
be issued upon exercise of all outstanding options granted and yet to be exercised under the Share
Option Scheme (2002) and any other schemes of the Company now represents 237,608,132 shares
or 11.57% of the Company’s existing issued ordinary share capital. In any circumstances, the
aggregate limit on the number of shares which may be issued upon exercise of all outstanding
options granted and yet to be exercised under the Share Option Scheme (2002) and any other
schemes of the Company must not exceed 30% of the ordinary shares of the Company in issue from
time to time. The Company may also seek separate shareholders’ approval at a general meeting for
granting options beyond the 10% limit provided that the options in excess of the limit are granted
only to participants specifically identified by the Company before such approval is sought.
The number of shares issued or issuable upon exercise of the options granted to any individual
eligible participant (including both exercised and outstanding options) in any 12-month period shall
not exceed 1% of the ordinary shares of the Company in issue, subject to the restrictions on grants
to the Directors, chief executive or substantial shareholders of the Company as set out in the HK
Listing Rules.
Each grant of options to any of the Directors, chief executive or substantial shareholders of the
Company, or any of their respective associates, under the scheme must be approved by the
Company’s independent non-executive Directors (excluding the independent non-executive Director
who is the grantee of the options). Where any grant of options to a substantial shareholder or an
independent non-executive Director of the Company, or any of their respective associates, would
result in the shares issued and to be issued upon exercise of all options already granted and to be
granted (including options exercised, cancelled and outstanding) to such person in the 12-month
period up to and including the date of the proposed offer of such grant representing in aggregate
over 0.1% of the ordinary shares of the Company in issue and having an aggregate value, based on
the closing price of the shares at the date of each grant, in excess of HK$5 million, such further
grant of options must be subject to shareholders’ approval.
An offer of the grant of an option shall remain open for acceptance by the eligible participant
concerned for a period of 28 days inclusive of and from the date on which such offer is made to that
eligible participant or such shorter period as the Directors may in their absolute discretion determine.
An offer which remains capable of acceptance shall be deemed to have been accepted upon the
date when the duly completed and signed form of acceptance together with a remittance for HK$10,
being the consideration for the grant thereof, are received by the Company. The option shall,
following such acceptance, be deemed to have been granted and to have taken effect on the date of
offer.
Regent Pacific Group Limited
172007 Interim Report
Options granted under the Share Option Scheme (2002) entitle the holders to exercise one-third of
the option at each of the first, second and third anniversary dates after the date of grant, provided
that the option holder remains as an eligible participant. Any entitlements unexercised in any prior
period may be carried forward to the following periods but, in any event, must be exercised within 10
years from the date of offer of the relevant option. All entitlements of the option then remain
unexercised will lapse.
The exercise price is to be determined by the Directors at their absolute discretion when the option
is offered, provided that in no event shall such price be less than the higher of (i) the nominal value
of the ordinary shares of the Company; (ii) the closing price of the ordinary shares as stated in the
daily quotations sheet of the HK Stock Exchange on the date of offer, which must be a business day;
and (iii) the average closing price of the ordinary shares as stated in the daily quotations sheets of
the HK Stock Exchange for the five business days immediately preceding the date of offer.
As at 1 April 2007, under the Share Option Scheme (2002) there were outstanding options entitling
the holders to subscribe, in stages in accordance with their respective vesting schedules, for an
aggregate of 126,751,000 (1 April 2006: 20,274,000) ordinary shares at the exercise prices ranging
from HK$0.266 to HK$0.325 per share, representing 8.47% (1 April 2006: 1.48%) of the Company’s
then issued ordinary share capital and 7.81% (1 April 2006: 1.46%) of the enlarged ordinary share
capital. Amongst the outstanding options, options in respect of an aggregate of 11,100,999 shares
or 8.76% were vested (1 April 2006: options in respect of an aggregate of 6,540,663 shares or
32.26%). During the six-month period ended 30 September 2007:
• Options entitling the holders to subscribe, in stages in accordance with their respective vesting
schedules, for an aggregate of 26,000,000 (2006: 89,200,000) ordinary shares at the exercise
price of HK$0.780 per share were granted on 15 May 2007.
• Vested options in respect of an aggregate of 6,534,000 shares and 6,480,000 shares were
exercised at HK$0.266 per share and HK$0.300 per share respectively (2006: options in
respect of an aggregate of 2,306,000 shares).
• No options were cancelled (2006: Nil) or lapsed (2006: Nil).
Accordingly, as at 30 September 2007, there were outstanding options entitling the holders to
subscribe, in stages, for an aggregate of 139,737,000 (30 September 2006: 107,168,000) ordinary
shares at the exercise prices ranging from HK$0.266 to HK$0.780 per share, representing 7.18%
(30 September 2006: 7.30%) of the Company’s then issued ordinary share capital and 6.70% (30
September 2006: 6.80%) of the enlarged ordinary share capital. Amongst the outstanding options,
options in respect of an aggregate of 34,270,329 shares or 24.52% were vested (30 September
2006: options in respect of an aggregate of 11,101,332 shares or 10.36%). Exercise in full of the
outstanding options would result in the issue of 139,737,000 additional ordinary shares for
aggregate proceeds, before expenses, of HK$54,530,522 (approximately US$6,991,092).
Regent Pacific Group Limited
18 2007 Interim Report
Subsequent to the period end date and prior to the date of this report:
• Options entitling the holders to subscribe, in stages in accordance with their respective vesting
schedules, for an aggregate of 100,038,132 ordinary shares at the exercise price of HK$1.152
per share were granted on 2 October 2007.
• Vested options in respect of an aggregate of 167,000 shares were exercised at HK$0.266 per
share.
• Vested options in respect of an aggregate of 2,000,000 shares were exercised at HK$0.300 per
share.
• No options were cancelled or lapsed.
Accordingly, as at the date of this report, there are outstanding options entitling the holders to
subscribe, in stages, for an aggregate of 237,608,132 ordinary shares at the exercise prices ranging
from HK$0.266 to HK$1.152 per share, representing 11.57% of the Company’s existing issued
ordinary share capital and 10.37% of the enlarged ordinary share capital. Amongst the outstanding
options, options in respect of an aggregate of 32,103,329 shares or 13.51% were vested. Exercise
in full of the outstanding options would result in the issue of 237,608,132 additional ordinary shares
for aggregate proceeds, before expenses, of HK$169,130,028 (approximately US$21,683,336).
Particulars of the options held under the Share Option Scheme (2002) by various participants are as
follows:
i. Directors, Chief Executive and substantial shareholders
As at 1 April 2007, the following outstanding options were held by the Chief Executive Officer (also
an executive Director) and an executive Director:
1. options, which were granted on 9 September 2004, entitling the Chief Executive Officer and the
executive Director to subscribe, in stages, for an aggregate of 14,500,000 ordinary shares at the
exercise price of HK$0.266 per share;
2. options, which were granted on 4 April 2006, entitling the Chief Executive Officer and the
executive Director to subscribe, in stages, for an aggregate of 53,600,000 ordinary shares at the
exercise price of HK$0.300 per share; and
3. an option, which was granted on 14 December 2006, entitling the executive Director to
subscribe, in stages, for an aggregate of 6,000,000 ordinary shares at the exercise price of
HK$0.325 per share.
Regent Pacific Group Limited
192007 Interim Report
During the six-month period ended 30 September 2007:
a. A vested option in respect of 1,500,000 shares was exercised on 11 April 2007 at HK$0.266 per
share, which were issued and allotted on 11 April 2007. The closing price of the shares of the
Company quoted on the HK Stock Exchange immediately before the date on which such option
was exercised was HK$0.480.
b. A vested option in respect of 800,000 shares was exercised on 23 April 2007 at HK$0.266 per
share, which were issued and allotted on 24 April 2007. The closing price of the shares of the
Company quoted on the HK Stock Exchange immediately before the date on which such option
was exercised was HK$0.780.
c. Options were granted on 15 May 2007 entitling two non-executive Directors to subscribe, in
stages, for an aggregate of 24,000,000 ordinary shares at the exercise price of HK$0.780 per
share. The closing price of the shares of the Company quoted on the HK Stock Exchange
immediately before the date on which the options were granted was HK$0.750.
d. A vested option in respect of 1,200,000 shares was exercised on 20 September 2007 at
HK$0.266 per share, which were issued and allotted on 21 September 2007. The closing price
of the shares of the Company quoted on the HK Stock Exchange immediately before the date
on which such option was exercised was HK$1.170.
Accordingly, as at 30 September 2007, there were outstanding options entitling the Directors of the
Company to subscribe, in stages, for an aggregate of 94,600,000 ordinary shares at the exercise
prices ranging from HK$0.266 to HK$0.780 per share.
Subsequent to the period end date and prior to the date of this report, options were granted on 2
October 2007 entitling the non-executive Chairman of the Board, the Chief Executive Officer, an
executive Director and two other non-executive Directors to subscribe, in stages, for an aggregate of
40,000,000 ordinary shares at the exercise price of HK$1.152 per share. The closing price of the
shares of the Company quoted on the HK Stock Exchange immediately before the date on which the
options were granted was HK$1.130. Accordingly, as at the date of this report, there are outstanding
options entitling the Directors of the Company to subscribe, in stages, for an aggregate of
134,600,000 ordinary shares at the exercise prices ranging from HK$0.266 to HK$1.152 per share.
Particulars of the options granted to and held by the Directors and the Chief Executive Officer are
set out in detail under the section headed “Directors’ Interests in Securities and Options” in this
report. No options were granted to or held by any associates of the Directors or the Chief Executive
Officer of the Company at any time during the period or prior to the date of this report.
No options were granted to or held by any substantial shareholder of the Company, as referred to in
the section headed “Substantial Shareholders” in this report, or their respective associates, at any
time during the period or prior to the date of this report.
Regent Pacific Group Limited
20 2007 Interim Report
ii. Full-time employees
As at 1 April 2007, the following outstanding options were held by the full-time employees of the
Group (excluding the Directors of the Company):
1. options, which were granted on 9 September 2004, entitling the full-time employees of the
Group to subscribe, in stages, for an aggregate of 3,301,000 ordinary shares at the exercise
price of HK$0.266 per share;
2. options, which were granted on 4 April 2006, entitling the full-time employees of the Group to
subscribe, in stages, for an aggregate of 34,850,000 ordinary shares at the exercise price of
HK$0.300 per share; and
3. options, which were granted on 14 December 2006, entitling the full-time employees of the
Group to subscribe, in stages, for 14,500,000 ordinary shares at the exercise price of HK$0.325
per share.
During the six-month period ended 30 September 2007:
a. On 10 April 2007, a vested option in respect of 200,000 shares was exercised at HK$0.266 per
share and vested options in respect of an aggregate of 660,000 shares were exercised at
HK$0.300 per share, which were issued and allotted on 10 April 2007. The closing price of the
shares of the Company quoted on the HK Stock Exchange immediately before the date on
which such options were exercised was HK$0.420.
b. On 11 April 2007, a vested option in respect of 1,000,000 shares were exercised at HK$0.266
per share and a vested option in respect of 100,000 shares was exercised at HK$0.300 per
share, which were issued and allotted on 11 April 2007. The closing price of the shares of the
Company quoted on the HK Stock Exchange immediately before the date on which such options
were exercised was HK$0.480.
c. On 17 April 2007, a vested option in respect of 167,000 shares was exercised at HK$0.266 per
share and vested options in respect of an aggregate of 1,330,000 shares were exercised at
HK$0.300 per share, which were issued and allotted on 17 April 2007. The closing price of the
shares of the Company quoted on the HK Stock Exchange immediately before the date on
which such options were exercised was HK$0.700.
d. On 23 April 2007, a vested option in respect of 400,000 shares was exercised at HK$0.300 per
share, which were issued and allotted on 24 April 2007. The closing price of the shares of the
Company quoted on the HK Stock Exchange immediately before the date on which such option
was exercised was HK$0.780.
e. On 11 May 2007, vested options in respect of an aggregate of 3,000,000 shares were exercised
at HK$0.300 per share, which were issued and allotted on 11 May 2007. The closing price of
the shares of the Company quoted on the HK Stock Exchange immediately before the date on
which such options were exercised was HK$0.720.
f. On 13 May 2007, vested options in respect of an aggregate of 830,000 shares were exercised
at HK$0.300 per share, which were issued and allotted on 18 May 2007. The closing price of
the shares of the Company quoted on the HK Stock Exchange immediately before the date on
which such options were exercised was HK$0.740.
Regent Pacific Group Limited
212007 Interim Report
g. An option was granted on 15 May 2007 entitling a full-time employee of the Group (not being a
Director of the Company) to subscribe, in stages, for 2,000,000 ordinary shares at the exercise
price of HK$0.780 per share. The closing price of the shares of the Company quoted on the HK
Stock Exchange immediately before the date on which the option was granted was HK$0.750.
h. On 17 May 2007, a vested option in respect of 160,000 shares was exercised at HK$0.300 per
share, which were issued and allotted on 18 May 2007. The closing price of the shares of the
Company quoted on the HK Stock Exchange immediately before the date on which such option
was exercised was HK$0.860.
i. Vested options in respect of an aggregate of 1,500,000 shares was exercised on 20 September
2007 at HK$0.266 per share, which were issued and allotted on 21 September 2007. The
closing price of the shares of the Company quoted on the HK Stock Exchange immediately
before the date on which such option was exercised was HK$1.170.
j. A vested option in respect of 167,000 shares was exercised on 21 September 2007 at
HK$0.266 per share, which were issued and allotted on 21 September 2007. The closing price
of the shares of the Company quoted on the HK Stock Exchange immediately before the date
on which such option was exercised was HK$1.160.
Accordingly, as at 30 September 2007, there were outstanding options entitling the full-time
employees of the Group (excluding the Directors of the Company) to subscribe, in stages, for an
aggregate of 45,137,000 ordinary shares at the exercise prices ranging from HK$0.266 per share to
HK$0.780 per share.
Subsequent to the period end date and prior to the date of this report:
• Options were granted on 2 October 2007 entitling the full-time employees of the Group to
subscribe, in stages, for an aggregate of 43,538,132 ordinary shares at the exercise price of
HK$1.152 per share. The closing price of the shares of the Company quoted on the HK Stock
Exchange immediately before the date on which the options were granted was HK$1.130.
• A vested option in respect of 167,000 shares was exercised on 10 October 2007 at HK$0.266
per share, which were issued and allotted on 10 October 2007. The closing price of the shares
of the Company quoted on the HK Stock Exchange immediately before the date on which such
option was exercised was HK$1.010.
• A vested option in respect of 2,000,000 shares was exercised on 18 October 2007 at HK$0.300
per share, which were issued and allotted on 18 October 2007. The closing price of the shares
of the Company quoted on the HK Stock Exchange immediately before the date on which such
option was exercised was HK$1.650.
Accordingly, as at the date of this report, there are outstanding options entitling the full-time
employees of the Group (excluding the Directors of the Company) to subscribe, in stages, for an
aggregate of 86,508,132 ordinary shares at the exercise prices ranging from HK$0.266 to HK$1.152
per share.
Regent Pacific Group Limited
22 2007 Interim Report
iii. Participants in excess of individual limit
Rule 17.04(1) of the HK Listing Rules and Clause 3(A) of the rules of the Share Option Scheme
(2002) provide that each grant of options to any of the Directors, Chief Executive or substantial
shareholders of the Company, or any of their respective associates, must be approved by the
Company’s independent non-executive Directors (excluding the independent non-executive director
who is the grantee of the options).
Where any grant of options to a substantial shareholder or an independent non-executive Director of
the Company (or any of their respective associates) would result in the shares issued and to be
issued upon exercise of all options already granted and to be granted (including options exercised,
cancelled and outstanding) to such person in the 12-month period up to and including the date of
such grant:
a. representing in aggregate over 0.1% of the shares in issue; and
b. having an aggregate value, based on the closing price of the shares at the date of each grant, in
excess of HK$5 million, such further grant of options must be approved by shareholders of the
Company, with all connected persons of the Company abstaining from voting in favour of the
relevant resolution at such general meeting.
Options granted on 2 October 2007 to James Mellon (the non-executive Chairman of the Board and
a substantial shareholder of the Company) and David Comba (an independent non-executive
Director of the Company) in respect of 13,000,000 shares and 5,000,000 shares respectively are
subject to shareholders’ approval at an extraordinary general meeting. The options will be deemed
to have been granted and to have taken effect on the offer date.
Save for the above, no participants were granted with options (including both exercised and
outstanding options) in respect of an aggregate number of shares in the Company which was in
excess of the individual limit referred to in the HK Listing Rules.
iv. Suppliers of goods and services
At no time during the six-month period ended 30 September 2007, any outstanding options were
held by the suppliers of goods and services.
Subsequent to the period end date and prior to the date of this report, an option was granted on 2
October 2007 entitling a service provider to subscribe, in stages, for an aggregate of 16,500,000
ordinary shares at the exercise price of HK$1.152 per share. The closing price of the shares of the
Company quoted on the HK Stock Exchange immediately before the date on which the option was
granted was HK$1.130. Accordingly, as at the date of this report, there is an outstanding option
entitling a service provider to subscribe, in stages, for an aggregate of 16,500,000 ordinary shares at
the exercise price of HK$1.152 per share.
v. Other participants
No options were granted to or held by participants other than those referred to in sub-paragraphs (i)
to (iv) above at any time during the six-month period ended 30 September 2007 or prior to the date
of this report.
Regent Pacific Group Limited
232007 Interim Report
All share-based employee compensation will be settled in equity. The Group has no legal or constructive
obligation to repurchase or settle the option in cash.
Share options and the weighted average exercise price are as follows for the reporting periods
presented:
30 September 2007 31 March 2007
Weighted Weighted
average average
exercise price exercise price
Number HK$ Number HK$
Outstanding at 1 April 126,751,000 0.299 20,274,000 0.266
Granted — — 89,200,000 0.300
Granted — — 20,500,000 0.325
Granted 26,000,000 0.780 — —
Forfeited — — (917,000) 0.294
Exercised (6,534,000) 0.266 (2,306,000) 0.266
Exercised (6,480,000) 0.300 — —
Outstanding at
30 September/31 March 139,737,000 0.390 126,751,000 0.299
The weighted average market price of the shares at the date of exercise of options for the period ended
30 September 2007 was HK$0.783 (31 March 2007: HK$0.359). All remaining share options as at 30
September 2007 have been accounted for under HKFRS 2. The Group has granted the following
outstanding share options and exercise prices:
30 September 2007 31 March 2007
Weighted Weighted
average average
Exercisable beginning in exercise price exercise price
financial year Number HK$ Number HK$
-31 March 2007 7,400,332 0.266 11,100,998 0.266
-31 December 2007 33,703,327 0.301 43,016,661 0.299
-31 December 2008 44,983,333 0.396 36,316,666 0.305
-31 December 2009 44,983,342 0.396 36,316,675 0.305
-31 December 2010 8,666,666 0.780 — —
Outstanding at 30 September/
31 March 139,737,000 0.390 126,751,000 0.299
The weighted average remaining contractual life of the outstanding options as of 30 September 2007 is
8.70 years (31 March 2007: 8.91 years).
Regent Pacific Group Limited
24 2007 Interim Report
The fair value of share options granted during the period ended 30 September 2007 were determined
using the Binomial valuation model. Significant inputs into the calculation included a closing share price
at the dates of grant of option of HK$0.780 and the exercise prices as illustrated above. Furthermore, the
calculation takes into account a dividend yield of 22% and the volatility of 95%, based on the Company’s
expected share price. A risk-free interest rate of 4.143% was used.
The underlying expected volatility was determined by reference to historical data according to the price
return of the ordinary shares of the Company.
In total, US$257,000 of employee share-based payment has been included in the consolidated income
statement for the period ended 30 September 2007 (30 September 2006: US$341,000). No liabilities
were recognised due to share-based payment transactions.
11.DERIVATIVE FINANCIAL INSTRUMENTS
At 30 September 2007, there were outstanding futures trading contracts amounting to approximately
US$576,000 (31 March 2007: US$537,000) undertaken by the Group in the foreign exchange and equity
markets.
In the course of the Group’s normal trading in derivatives, margin deposits of varying amounts of cash
are held by the Group’s brokers. As at 30 September 2007, the amount of these margin deposits was
US$49,000 (31 March 2007: US$58,000).
12.OPERATING LEASE COMMITMENTS
(Unaudited)(Audited)
As at As at
30 September 31 March
2007 2007
US$’000 US$’000
At 30 September 2007/31 March 2007, the total future
minimum lease payments under non-cancellable
operating leases are payable as follows:
Property:
- within 1 year 621 608
- in the 2nd to 5th year, inclusive 529 821
1,150 1,429
Equipment:
- within 1 year 5 5
- in the 2nd to 5th year, inclusive 15 12
20 17
1,170 1,446
Regent Pacific Group Limited
252007 Interim Report
13.CAPITAL COMMITMENTS
(Unaudited)(Audited)
As at As at
30 September 31 March
2007 2007
US$’000 US$’000
Contracted but not provided for
Purchasing of property, plant and equipment 933 1,969
14.CONTINGENT LIABILITIES
The Group has no material contingent liabilities as at 30 September 2007.
15.MATERIAL RELATED PARTY TRANSACTIONS
On 20 January 2007, an operational support agreement was entered into between (a) Regent Metals
Limited (“RML”), an indirectly wholly-owned subsidiary of the Company, as service provider and (b)
Yunnan Simao Shanshui Copper Company Limited (“YSSCCL”) relating to the provision of personnel
and related services by RML to YSSCCL at a fixed monthly fee of US$138,250 before PRC taxes.
An aggregate of US$830,000 was received and receivable for the period ended 30 September 2007.
16.POST BALANCE SHEET EVENTS
On 14 September 2007, the Company entered into a share purchase agreement for the acquisition of
20.38% of CCEC Ltd by issuing 235,801,126 shares of the Company as consideration. On 12 October
2007, Morgan Stanley, the financial adviser to the Company made an offer on behalf of the Company to
acquire the remaining 79.62% of CCEC Ltd by issuing 1,214,495,585 shares of the Company as
consideration.
Regent Pacific Group Limited
26 2007 Interim Report
REVIEW AND PROSPECTS
MAIN ACTIVITIES
The Group’s principal activities during the period were the production of copper and zinc
concentrates at its 40% owned mine at Dapingzhang in Yunnan Province, China,
exploration activities at its 90% owned mine at Yinzishan in Yunnan Province, China and
the contribution of profit from Regent Markets Holdings Limited (“Regent Markets”).
On 18 September 2007, the Group raised net proceeds of HK$333.2 million (US$42.7
million) through Morgan Stanley & Co., International plc.
On 14 September 2007, the Group announced that it had entered into a share purchase
agreement on 4 September 2007 to purchase 20.38% of the existing issued share capital
of CCEC Ltd (“CCEC”) and on 12 October 2007, Morgan Stanley, the financial adviser to
the Company, made an offer to acquire the remaining 79.62% of the existing issued share
capital of CCEC. On 28 November 2007, the Company has secured rights to acquire 100%
of the existing CCEC share capital from the CCEC shareholders. The acquisition will bring
to the Group, subject to satisfaction of the conditions precedent, including shareholders’
approval at the extraordinary general meeting on 8 December 2007, CCEC’s coal projects
in China, particularly the Amerinvest projects, the Ji Ri Ga Lang project and other potential
exploration properties in the coal sector. The proposed acquisition of CCEC will provide an
opportunity for the Group to strengthen its position in the coal industry in China and create
value for all its shareholders.
FINANCIAL RESULTS
The consolidated profit attributable to shareholders of the Company for the six months
ended 30 September 2007 was US$1.9 million (2006: US$2.5 million). The main reason
for the drop in profit was the write down in the Group’s shareholding in Red Dragon
Resources Corporation.
The Group’s shareholders’ equity increased by US$50.7 million from 31 March 2007 to
US$70.8 million as at 30 September 2007. The increase is attributable to (i) the issuance
of 293 million shares, (ii) the conversion of US$4.4 million convertible bonds, (iii) the
conversion of US$0.5 redeemable convertible preference shares, (iv) the issuance of 15
million shares upon exercise of options and (v) profit of US$1.9 million for the six-month
period ended 30 September 2007.
Regent Pacific Group Limited
272007 Interim Report
REVIEW OF RESULTS AND OPERATIONS
YUNNAN SIMAO SHANSHUI COPPER COMPANY LIMITED (“YSSCCL”)
Safety
There were no lost time injuries since YSSCCL’s incorporation to 30 September 2007.
Environment
There were no reportable environmental incidents in the period. Environmental Resources
Management has completed a comprehensive mine wide environmental, health and safety
plan, including the provision of training, which is now being implemented across the mine
site.
Mining, Production and Costs
Set out below are the mining, production and costs for the six months to 30 September
2007.
TABLE 1
Copper Production Zinc Production Copper - Zinc Production
Six months ended Sept 07 Six months ended Sept 07 Six months ended Sept 07
Units Units Units
Ore mined t — Ore mined t 537,017 Ore mined t 16,611
Grade Cu % — Grade Zn % 3.75 Grade Zn % 6.16
Grade Cu % 2.38
Ore milled t 81,244 Ore milled t 142,343 Ore milled t 63,559
Cu grade % 1.39 Zn grade % 7.01 Zn grade % 6.27
Cu grade % 1.18
Cu recoveries % 92.3 Zn recoveries % 87.9 Zn recoveries % 85.11
Cu recoveries % 54.14
Regent Pacific Group Limited
28 2007 Interim Report
TABLE 2
Concentrate Production and Sales
Six months ended Sept 07
Units
Production
Copper concentrate t 7,800
Zinc concentrate t 25,139
Concentrate Sales
Copper concentrate t 8,512
Zinc concentrate t 15,105
Contained metal
~
Cu t 1,683
Zn t 7,665
Au oz 931
Ag oz 32,155
TABLE 3
Operating Costs for six months to 30 Sept 2007
(Copper equivalent)
All in US$’000 Half year
(HKFRS adjusted)to Sept 2007
Operating 10,831
Transportation costs 443
By-product credit^ (732)
Total Cash Cost 10,542
Depreciation and amortization
#
1,135
Total Production Cost 11,677
~ where there are payable terms
Exploration and resource drilling expenditures are not included in mine site cash costs
^ Revenue from gold and silver
# Includes amortisation of mine assets and exploration and resource drilling
Regent Pacific Group Limited
292007 Interim Report
For the six months to 30 September 2007 a total of 553,628 tonnes of ore were mined,
predominantly from the Dawaz open pit, which is a zinc rich ore body. Production of a
separate zinc concentrate commenced in July 2007 from the Dawaz zinc rich ore and
average mill feed grades of over 6.5% zinc for the period of July 2007 to September 2007
were processed. Processing of copper zinc ore was also undertaken as a metallurgical trial
during the period. As at the end of September 2007 there was 412,459 tonnes of ore on
stockpile.
Total cash costs for the six months ended were US$0.1372 per lb copper equivalent.
The average copper price and zinc price received in the six months ended 30 September
2007 was RMB 53,893 / tonne (approximately US$7,186 / tonne) and RMB 16,667 / tonne
(approximately US$2,222 / tonne), respectively.
EXPLORATION
YSSCCL produced its third estimate of minerals resources as of September 2007 (a copy
can be obtained from www.regentpac.com). A summary of the estimate is set out below:
The new JORC compliant Measured, Indicated and Inferred resources of the Dapingzhang
project as estimated by Cube Consulting Pty Ltd (Cube) are as follows:
MINERALS RESOURCES STATEMENT AS AT SEPTEMBER 2007
Dawaz Measured Resource
Million Copper Zinc Gold Silver Lead
Tonnes Grade Grade Grade Grade Grade
(Mt) (%Cu) (%Zn) (Au g/t) (Ag g/t) (%Pb)
Massive 0.98 0.47 4.18 0.12 30.02 0.55
Disseminated 0 0 0 0 0 0
Total Massive &
Disseminated 0.98 0.47 4.18 0.12 30.02 0.55
Regent Pacific Group Limited
30 2007 Interim Report
Dapingzhang Indicated Resource Dapingzhang Inferred Resource
Million Copper Zinc Gold Silver Lead Million Copper Zinc Gold Silver Lead
Tonnes Grade Grade Grade Grade Grade Tonnes Grade Grade Grade Grade Grade
(Mt) (%Cu) (%Zn) (Au g/t) (Ag g/t) (%Pb) (Mt) (%Cu) (%Zn) (Au g/t) (Ag g/t) (%Pb)
Massive 12.31 1.63 1.67 0.50 20.52 0.24 0.30 1.0 1.6 0.2 9.6 0.1
Disseminated 30.20 0.55 0.03 0.10 3.56 0.01 0 0 0 0 0 0
Total Massive &
Disseminated 42.51 0.86 0.50 0.22 8.47 0.08 0.30 1.0 1.6 0.2 9.6 0.1
Total Dawaz & Dapingzhang
Contained Metal Indicated and Inferred
Copper Zinc Gold Silver Lead
(‘000 tonnes) (‘000 tonnes) (‘000 ounces) (‘000 ounces) (‘000 tonnes)
Massive 209 251 205 9154 36
Disseminated 165 9 102 3458 3
Total Massive &
Disseminated 374 260 307 12612 39
The resource for the total Dapingzhang mine is based on 407 diamond drill holes at a
nominal drill spacing of 50m x 50m, and in the Dawaz Pit a total of 213 reverse circulation
holes at a nominal spacing of 12.5m x 12.5m. Total meterage drilled in the 2.75 km
2
mine
license area is 105,678 metres of diamond drilling and 4,857 metres of reverse circulation
drilling.
YSSCCL’s second ore reserve is planned for first quarter 2008.
Regent Pacific Group Limited
312007 Interim Report
The coming months will see exploration conducted at Dapingzhang, Rongfa 1 and
Yinzishan.
Dapingzhang
10 diamond drill holes of over 4,000 metres will be drilled over the next few months with
the aim of testing the down dip extension of the ore body.
Rongfa 1
A geophysical program covering approximately 4 km
2
started in November 2007 to identify
and prioritise drill targets. Completion is scheduled for March 2008 and if the results are
positive, an exploration drilling program will start.
Yinzishan
After completion of a second geophysical program, certain drill targets have been identified
and 5 diamond drill holes of approximately 1,500 metres will be drilled from December
2007.
REGENT MARKETS GROUP
Regent Markets has enjoyed a successful 2007, with turnover and profitability projected to
match the record numbers of 2006. The group employs 40 staff across offices in Malta, the Isle
of Man, and Malaysia, and benefits from being the market leader in the field of fixed-odds
financial betting. The group’s flagship website www.betonmarkets.com has won several
awards. The group is in a strong position to continue its market lead in 2008.
Regent Pacific Group Limited
32 2007 Interim Report
INTERIM DIVIDEND
The Directors have resolved not to declare an interim dividend in respect of the six months
ended 30 September 2007 (2006: nil).
TRADING RECORD OVER LAST FIVE YEARS
(Unaudited)
Six months (Audited)
ended 30 Year ended 31 March
September (restated)
2007 2007 2006 2005 2004 2003
US$’000 US$’000 US$’000 US$’000 US$’000 US$’000
Total income 1,391 3,684 3,722 3,602 2,595 2,335
Income less expenses (2,414) (2,981) (5,312) 158 (2,001) (1,905)
Finance costs – interest on
convertible bonds and
redeemable convertible
preference shares (1,192) (2,613) (8) —— —
Operating (loss)/profit (3,606) (5,594) (5,320) 158 (2,001) (1,905)
Share of profits/(losses)
of associates 315 1,828 13,001 (42,043) 7,089 (5,534)
Share of profit of a jointly
controlled entity 5,068 4,378 ——— —
Profit/(Loss) before taxation 1,777 612 7,681 (41,885) 5,088 (7,439)
Taxation ——— (7) — 163
Profit/(Loss) for the year 1,777 612 7,681 (41,892) 5,088 (7,276)
Minority interests 124 (30) (5) (438) (15 ) 16
Profit/(Loss) attributable
to equity holders
of the Company 1,901 582 7,676 (42,330)5,073 (7,260)
Regent Pacific Group Limited
332007 Interim Report
MANAGEMENT’S DISCUSSION AND ANALYSIS OF THE GROUP’S PERFORMANCE
REVENUE AND PROFITS
The Group recorded a profit after tax and minority interests of US$1.90 million for the
6-month period ended 30 September 2007.
The jointly controlled entity and associate of the Group, Yunnan Simao Shanshui Copper
Company Limited and Regent Markets Holdings Limited contributed a share of profit of
US$5.07 million and US$0.32 million respectively to the Group for the 6-month period
ended 30 September 2007. YSSCCL recorded a profit of RMB96.11 million (equivalent to
US$12.67 million) for the 6-month period ended 30 September 2007.
The fair value loss from investments for the 6-month period ended 30 September 2007
was US$0.04 million due mainly to the marked-to-market decrease in the shares of Red
Dragon Resources Corporation of US$0.68 million. Of this US$0.04 million fair value loss,
US$0.60 million represented realised profit and US$0.64 million was unrealised loss.
The Group continued to monitor its operating costs closely. The majority of the operating
expenses were the interest expenses of the convertible bonds and redeemable convertible
preference shares amounting to US$1.19 million for the 6-month period ended 30
September 2007.
The main elements of the profit are analysed as follows:
US$ million
Share of profit from YSSCCL 5.07
Share of profit from Regent Markets 0.32
Corporate investment (1.91)
Mining (0.39)
Finance cost (1.19)
Total profit attributable to shareholders 1.90
Regent Pacific Group Limited
34 2007 Interim Report
BALANCE SHEET
The shareholders’ equity increased significantly by 252.26% to US$70.77 million as at 30
September 2007 from US$20.09 million as at 31 March 2007. The increase was mainly
due to (i) issue of 293 million new shares through a private placement resulting in a total
increase of share capital and share premium of US$42.73 million (net of placing
commission and expenses), (ii) the conversion of the US$4.39 million convertible bonds
resulting in a total increase of share capital and share premium of US$4.13 million, (iii) the
conversion of US$0.50 million redeemable convertible preference shares resulting in a
total increase of share capital and share premium of US$0.45 million, (iv) the issuance of
15 million shares upon exercise of options resulting in a total increase of share capital and
share premium of US$0.47 million and (v) the profit of US$1.90 million for the 6-month
period ended 30 September 2007.
The investments in YSSCCL of US$27.09 million and Regent Markets of US$3.11 million
accounted for 38.28% and 4.39% of the shareholders’ equity respectively. The Group’s
other assets comprised: (i) cash of US$46.06 million, (ii) listed and unlisted investments of
US$5.00 million, (iii) goodwill of US$1.88 million and (iv) other assets and receivables of
US$8.50 million.
The Group’s liabilities comprised: (i) convertible bonds (liability portion) of US$12.68
million, (ii) redeemable convertible preference shares (liability portion) of US$5.23 million,
(iii) finance lease obligation of US$0.09 million and (iii) trade payables and others of
US$2.50 million.
FUTURE FUNDING
As at 30 September 2007, the Group had US$46.06 million cash or 65.08% of its total
shareholders’ equity, which does not take into account the Group’s holding of listed
securities that amounted to US$3.89 million.
On 28 September 2007, the Company completed the fund raising by placing 293,339,464
shares at the placing price of HK$1.20 per share to raise gross cash proceeds of
approximately HK$352.01 million (approximately US$45.13 million). Net cash proceeds of
approximately HK$333.23 million (approximately US$42.73 million) were guaranteed after
offsetting the placing commission and expenses.
Regent Pacific Group Limited
352007 Interim Report
On 3 September 2007, YSSCCL declared a dividend of RMB74.10 million for the period
from 1 April 2006 (date of establishment) to 31 December 2006, from which RPG can
receive RMB29.64 million (equivalent to US$3.95 million).
On 31 March 2006, the Group issued US$20 million Convertible Bonds. These funds were
used to acquire the Group’s 40% interest in YSSCCL. The Convertible Bonds are secured
by a guarantee dated 31 March 2006 given by RML in favour of the security agent (the
“Security Agent”) guaranteeing the due payment of all sums to be payable by the
Company in respect of the Convertible Bonds (the “Guarantee”); a floating charge given
by RML in favour of the Security Agent over all its assets and undertaking and a charge
over a specified bank account into which all dividend payments and other distributions,
including without limitation, proceeds of sale of assets made by YSSCCL, will be made;
and a share charge dated 31 March 2006 given by Regent Metals (Jersey) Limited in
favour of the Security Agent to secure RML’s obligations under the Guarantee.
Save as above, there were no other material charges against the Group’s assets as at 30
September 2007.
The Company’s subsidiaries, associates and jointly controlled entity may require funding
as their businesses develop. It is expected that the bulk of such funding will be obtained
from external sources but, dependent upon the amount and the duration, funding will also
be made available by the Group from its external resouces.
MANAGEMENT OF RISK
The most significant risk affecting the profitability and viability of the Company is its 40%
interest in YSSCCL, a Sino-foreign equity joint venture enterprise that produces copper
and zinc concentrates with gold and silver credits.
CONTINGENT LIABILITIES
The Group has no material contingent liabilities as at 30 September 2007.
Regent Pacific Group Limited
36 2007 Interim Report
DIRECTORS’ INTERESTS IN SECURITIES AND OPTIONS
As at 30 September 2007, the Directors of the Company had the following beneficial
interests in the shares and underlying shares (in respect of positions held pursuant to
equity derivatives) of the Company or of its associated corporations (within the meaning of
Part XV of the Securities and Futures Ordinance of Hong Kong (the “SFO”)), which were
recorded in the Register of Directors’ and Chief Executive’s Interests and Short Positions
required to be kept by the Company under Section 352 of the SFO or which were
otherwise notified to the Company and the HK Stock Exchange pursuant to Divisions 7 and
8 of Part XV of the SFO (including those interests which the Directors were deemed or
taken to have under such provisions of the SFO) or pursuant to The Model Code for
Securities Transactions by Directors of Listed Companies (the “Model Code”) as set out in
Appendix 10 to the HK Listing Rules:
1. SECURITIES OF THE COMPANY
a. Ordinary shares of US$0.01 each
Capacity in
which the shares Long/Short Number of Approximate
Name of Director Note are held position shares % holding
James Mellon Beneficial owner Long position 43,216,180 2.22%
A Beneficiary of a trust Long position 370,821,131 19.05%
Jamie Gibson Beneficial owner Long position 4,419,138 0.23%
Clara Cheung Beneficial owner Long position 1,200,000 0.06%
David Comba ————
Julie Oates
Patrick Reid
Mark Searle Beneficial owner Long position 4,194,444 0.22%
B Beneficiary of a trust Long position 50,000 0.00%
John Stalker ————
Jayne Sutcliffe Beneficial owner Long position 17,160,465 0.88%
C Beneficiary of a trust Long position 27,965,226 1.44%
Dr Youzhi Wei ————
Anderson Whamond D Beneficiary of a trust Long position 5,826,088 0.30%
Beneficial owner Long position 7,500,000 0.39%
D Family interest Long position 1,000,000 0.05%
Regent Pacific Group Limited
372007 Interim Report
These numbers do not include the number of the shares to be issued upon conversion of the
Redeemable Convertible Preference Shares and upon exercise of the outstanding options
under the Share Option Scheme (2002) held by the Directors, which are disclosed in sub-
paragraphs (b) and (c) below.
The total issued ordinary share capital of the Company as at 30 September 2007 consisted of
1,946,694,959 shares. Following the issue and allotment of (i) an aggregate of 2,167,000
shares upon exercise of options under the Company’s Share Option Scheme (2002); and (ii) an
aggregate of 104,416,442 shares upon conversion of Convertible Bonds with a principal amount
of US$3.5 million (as referred to in note 10 to the financial statements in this report), the
Company’s issued ordinary share capital consists of 2,053,278,401 shares as at the date of this
report.
b. Redeemable Convertible Preference Shares of US$0.01 each
On 11 October 2006, the Company entered into a subscription agreement with
certain Directors of the Company and independent placees relating to the placing
and issue by the Company of, and the subscription by the placees for, an
aggregate of 6,250 dividend bearing non-voting redeemable convertible preference
shares of US$0.01 each (“Redeemable Convertible Preference Shares” as
referred to in note 10.2 to the financial statements in this report) in the share capital
of the Company at US$1,000 per share in cash, which may give rise to the issue, in
aggregate, of 168,103,449 ordinary shares at a conversion price of HK$0.290 per
share.
The 6,250 Redeemable Convertible Preference Shares were issued and allotted on
30 November 2006.
Regent Pacific Group Limited
38 2007 Interim Report
As at 30 September 2007, there were 5,500 Redeemable Convertible Preference
Shares outstanding, which may be convertible into 147,931,035 ordinary shares.
The Directors of the Company had the following beneficial interests in the
Redeemable Convertible Preference Shares:
Number of
ordinary
shares to be
Name of Capacity in which Long/Short Number Approximate issued on
Director Note the shares are held position of shares % holding conversion
James Mellon A Beneficiary of a trust Long position 2,750 50.00% 73,965,517
Jamie Gibson — — ———
Clara Cheung
David Comba Beneficial owner Long position 50 0.91% 1,344,828
Julie Oates Beneficial owner Long position 100 1.82% 2,689,655
Patrick Reid — — ———
Mark Searle Beneficial owner Long position 100 1.82% 2,689,655
John Stalker — — ———
Jayne Sutcliffe Beneficial owner Long position 250 4.55% 6,724,138
Dr Youzhi Wei — — ———
Anderson Whamond D Beneficiary of a trust Long position 250 4.55% 6,724,138
No Redeemable Convertible Preference Shares were converted into new ordinary
shares subsequent to the period end date.
Regent Pacific Group Limited
392007 Interim Report
c. Options of the Company
Please refer to note 10.3 to the financial statements in this report as to the details
of the Share Option Scheme (2002).
As at 30 September 2007, the following Directors of the Company had personal
interests in options granted under the Share Option Scheme (2002), entitling them
to subscribe for ordinary shares of US$0.01 each in the capital of the Company in
accordance with, and subject to, the terms of the scheme:
Number of
Total number shares
of shares Subscription subject Consideration
subject to price per to vested for grant of
Name of Director Date of grant the option # share (HK$)Exercise period# options # option (HK$)
Jamie Gibson 9 September 2004 11,000,000 0.266 9 September 2005 – 11,000,000 10.00
8 September 2014
4 April 2006 45,600,000 0.300 4 April 2007 – 15,200,000 10.00
3 April 2016
Clara Cheung 4 April 2006 8,000,000 0.300 4 April 2007 – 2,666,666 10.00
3 April 2016
14 December 2006 6,000,000 0.325 14 December 2007 –—10.00
13 December 2016
John Stalker 15 May 2007 12,000,000 0.780 15 May 2008 –—10.00
14 May 2017
Dr Youzhi Wei 15 May 2007 12,000,000 0.780 15 May 2008 –—10.00
14 May 2017
# The options entitle the holders to exercise one-third of the option at each of the first, second
and third anniversary dates after the date of grant. Any entitlements unexercised in any prior
period may be carried forward to the following periods but, in any event, must be exercised
within 10 years from the date of grant. All entitlements then remain unexercised will lapse.
Regent Pacific Group Limited
40 2007 Interim Report
As noted above, options in respect of 24,000,000 shares were granted during the
six-month period ended 30 September 2007 to the Directors of the Company under
the Share Option Scheme (2002). None of the outstanding options were exercised,
cancelled or lapsed during the period.
On 2 October 2007:
i. options were granted to James Mellon and David Comba entitling them to
subscribe, in stages, for an aggregate of 18,000,000 shares at the exercise
price of HK$1.152 per share, which, pursuant to Rule 17.04(1) of the HK Listing
Rules and the Rules of the Share Option Scheme (2002), are subject to
approval by the shareholders of the Company at a general meeting; and
ii. options were granted to Jamie Gibson, Clara Cheung and Patrick Reid entitling
them to subscribe, in stages, for an aggregate of 22,000,000 shares at the
exercise price of HK$1.152 per share; and
Accordingly, as at the date of this report, the following Directors of the Company
had personal interests in options granted under the Share Option Scheme (2002),
entitling them to subscribe for ordinary shares of US$0.01 each in the capital of the
Company in accordance with, and subject to, the terms of the scheme:
Number
Total number of shares
of shares Subscription subject to Consideration
subject to price per vested for grant of
Name of Director Date of grant the option
#
share (HK$)Exercise period
#
options
#
option (HK$)
James Mellon 2 October 2007
##
13,000,000 1.152 2 October 2008 –—10.00
1 October 2017
Jamie Gibson 9 September 2004 11,000,000 0.266 9 September 2005 – 11,000,000 10.00
8 September 2014
4 April 2006 45,600,000 0.300 4 April 2007 – 15,200,000 10.00
3 April 2016
2 October 2007 13,000,000 1.152 2 October 2008 –—10.00
1 October 2017
Regent Pacific Group Limited
412007 Interim Report
Number
Total number of shares
of shares Subscription subject to Consideration
subject to price per vested for grant of
Name of Director Date of grant the option
#
share (HK$)Exercise period
#
options
#
option (HK$)
Clara Cheung 4 April 2006 8,000,000 0.300 4 April 2007 – 2,666,666 10.00
3 April 2016
14 December 2006 6,000,000 0.325 14 December 2007 –—10.00
13 December 2016
2 October 2007 7,000,000 1.152 2 October 2008 –—10.00
1 October 2017
David Comba 2 October 2007
##
5,000,000 1.152 2 October 2008 –—10.00
1 October 2017
Patrick Reid 2 October 2007 2,000,000 1.152 2 October 2008 –—10.00
1 October 2017
John Stalker 15 May 2007 12,000,000 0.780 15 May 2008 –—10.00
14 May 2017
Dr Youzhi Wei 15 May 2007 12,000,000 0.780 15 May 2008 –—10.00
14 May 2017
# The options entitle the holders to exercise one-third of the option at each of the first, second
and third anniversary dates after the date of grant. Any entitlements unexercised in any prior
period may be carried forward to the following periods but, in any event, must be exercised
within 10 years from the date of grant. All entitlements then remain unexercised will lapse.
## Pursuant to Rule 17.04(1) of the HK Listing Rules and the Rules of the Share Option Scheme
(2002), these options are subject to approval by the shareholders of the Company at a general
meeting. The options shall, following the shareholders’ approval, be deemed to have been
granted and to have taken effect on the offer date.
Save for the above, during the six-month period ended 30 September 2007 or prior
to the date of this report, no Directors of the Company exercised any of their rights
under the respective options granted to them pursuant to the Share Option Scheme
(2002) and subscribed for shares in the Company; and no options were granted or
cancelled or lapsed.
Regent Pacific Group Limited
42 2007 Interim Report
2. SECURITIES OF ASSOCIATED CORPORATIONS
a. Ordinary shares of US$0.01 of AstroEast.com Limited (note E)
Capacity in which Long/Short Number of Approximate
Name of Director Note the shares are held position shares % holding
James Mellon —— ——
Jamie Gibson Beneficial owner Long position 225,000 0.80%
Clara Cheung
David Comba —— ——
Julie Oates
Patrick Reid
Mark Searle —— ——
John Stalker
Jayne Sutcliffe Beneficial owner Long position 150,000 0.54%
Dr Youzhi Wei —— ——
Anderson Whamond Beneficial owner Long position 150,000 0.54%
b. Ordinary shares of US$0.01 of bigsave Holdings plc (note E)
Capacity in which Long/Short Number of Approximate
Name of Director Note the shares are held position shares % holding
James Mellon —— ——
Jamie Gibson Beneficial owner Long position 131,579 0.33%
Clara Cheung
David Comba —— ——
Julie Oates
Patrick Reid
Mark Searle —— ——
John Stalker
Jayne Sutcliffe C Beneficiary of a trust Long position 350,000 0.88%
Dr Youzhi Wei —— ——
Anderson Whamond Beneficial owner Long position 350,000 0.88%
Regent Pacific Group Limited
432007 Interim Report
Notes:
A. The 370,821,131 ordinary shares in the Company are held by companies wholly owned by the
trustee of a settlement, of which James Mellon is a beneficiary.
The 2,750 Redeemable Convertible Preference Shares are held by a company wholly owned by
this settlement.
B. The 50,000 ordinary shares in the Company are held to the order of a pension fund, of which
Mark Searle is the sole beneficiary.
C. The 27,965,226 ordinary shares in the Company and the 350,000 ordinary shares in bigsave
Holdings plc are held by the trustee of a discretionary trust, under which Jayne Sutcliffe and
members of her family may become beneficiaries.
D. The 5,826,088 ordinary shares in the Company are held by a pension fund, of which Anderson
Whamond is the sole beneficiary. The 1,000,000 ordinary shares in the Company are held by
his wife.
The 250 Redeemable Convertible Preference Shares are held by this pension fund.
E. AstroEast.com Limited and bigsave Holdings plc are indirect 50.99% and 64.26% owned
subsidiaries of the Company respectively. The Company has no effective control over bigsave
Holdings plc and its results and assets and liabilities were not consolidated into the Company’s
financial statements.
Save as disclosed herein, as at 30 September 2007 none of the Directors (or their
associates) had any beneficial interests or short positions in the shares, underlying
shares (in respect of positions held pursuant to equity derivatives) or debentures of
the Company or of any of its associated corporations (within the meaning of Part
XV of the SFO), which would have to be recorded in the Register of Directors’ and
Chief Executive’s Interests and Short Positions required to be kept by the Company
under Section 352 of the SFO or which would have to be otherwise notified to the
Company and the HK Stock Exchange pursuant to Divisions 7 and 8 of Part XV of
the SFO (including those interests and short positions which the Directors were
deemed or taken to have under such provisions of the SFO) or pursuant to the
Model Code.
Save as disclosed herein, the Company or any of its associated corporations
(within the meaning of Part XV of the SFO) did not grant to any Director of the
Company (or their associates) any rights to subscribe for the equity or debt
securities of the Company or of any of its associated corporations, or had there
been any exercise of such options during the period or prior to the date of this
report.
Regent Pacific Group Limited
44 2007 Interim Report
SUBSTANTIAL SHAREHOLDERS
As at 30 September 2007, the following persons (other than James Mellon, whose
interests are set out in detail under the section headed “Directors’ Interests in Securities
and Options”) had the following beneficial interests in the shares of the Company, which
were recorded in the Register of Interests and Short Positions of Substantial Shareholders
required to be kept by the Company under Section 336 of the SFO or which were
otherwise notified to the Company and the HK Stock Exchange pursuant to Divisions 2 and
3 of Part XV of the SFO (including those interests which they were deemed or taken to
have under such provisions of the SFO):
Capacity in which Long/Short Total interests Approximate Derivative interests
Name of shareholder Note Class of shares the shares are held position (Number of shares)% holding (Number of shares)
Israel Alexander A&B Ordinary shares Interest of controlled Long position 311,779,306 16.02% 298,330,491
Englander corporation
Integrated Holding A&B Ordinary shares Interest of controlled Long position 311,779,306 16.02% 298,330,491
Group, LP corporation
Millennium A&B Ordinary shares Interest of controlled Long position 311,779,306 16.02% 298,330,491
Management, LLC corporation
Richard Crawshaw A&C Ordinary shares Interest of controlled Long position 155,693,430 8.00% 74,582,258
corporation
Clive Harris A&C Ordinary shares Interest of controlled Long position 155,693,430 8.00% 74,582,258
corporation
Highbridge Capital A&C Ordinary shares Investment manager Long position 155,693,430 8.00% 74,582,258
Management LLC
Highbridge GP, Ltd A&C Ordinary shares Interest of controlled Long position 155,693,430 8.00% 74,582,258
corporation
Sir John Templeton D Ordinary shares Interest by controlled Long position 136,662,280 7.02% Nil
corporation
Templeton World D Ordinary shares Beneficial owner Long position 37,991,000 1.95% Nil
Charity Foundation D Ordinary shares Beneficiary of a trust Long position 98,671,280 5.07% Nil
First Trust Bank Limited D Ordinary shares Trustee Long position 98,671,280 5.07% Nil
Gladiator Assets Limited Ordinary shares Investment manager Long position 89,643,000 4.60% Nil
The total issued ordinary share capital of the Company as at 30 September 2007 consisted of
1,946,694,959 shares. Following the issue and allotment of (i) an aggregate of 2,167,000 shares upon
exercise of options under the Company’s Share Option Scheme (2002); and (ii) an aggregate of
104,416,442 shares upon conversion of Convertible Bonds with a principal amount of US$3.5 million (as
referred to in note 10 to the financial statements in this report), the Company’s issued ordinary share
capital consists of 2,053,278,401 shares as at the date of this report.
Regent Pacific Group Limited
452007 Interim Report
Notes:
A. On 31 March 2006, the Company issued US$20 million 12% guaranteed convertible bonds due 2009
(the “Convertible Bonds” as referred to in note 10.1 to the financial statements) pursuant to a purchase
agreement dated 30 March 2006 entered into with (i) MLP Investments (Caymans), Ltd; (ii) Highbridge
International LLC; (iii) Highbridge Asia Opportunities Master Fund, LP; and another independent third
party. The Convertible Bonds may give rise to the issue, in aggregate, of 596,661,718 ordinary shares on
conversion at a conversion price of HK$0.2615 per share.
On 30 November 2006, the Company issued and allotted 6,250 dividend bearing non-voting redeemable
convertible preference shares (“Redeemable Convertible Preference Shares” as referred to in note
10.2 to the financial statements) pursuant to a subscription agreement dated 11 October 2006 entered
into with certain Directors of the Company, MLP Investments (Caymans), Ltd and other independent
placees. The Redeemable Convertible Preference Shares may give rise to the issue, in aggregate, of
168,103,449 ordinary shares on conversion at a conversion price of HK$0.290 per share.
Shown under “derivative interests” are the numbers of shares subject to the outstanding Convertible
Bonds and Redeemable Convertible Preference Shares held by the respective bondholders/
shareholders, which are included in their total interests.
B. These shareholders disclosed the interests held by corporations controlled by the respective named
shareholders. The disclosures referred to the same lot of interests, including the shares subject to the
outstanding Convertible Bonds and Redeemable Convertible Preference Shares, held by MLP
Investments (Caymans), Ltd.
Subsequent to the period end date, MLP Investments (Caymans), Ltd elected to convert Convertible
Bonds with principal amount, in aggregate, of US$3.5 million into 104,416,442 ordinary shares. Further,
these shareholders filed notices with the Company with respect to disposal of certain shares. As at the
date of this report, each of these shareholders is interested in 298,338,306 shares, of which 208,830,683
shares are of derivative interests.
C. These shareholders disclosed the interests held by corporations controlled by or the investment manager
of the respective named shareholders. The disclosures referred to the same lot of interests, including the
shares subject to the outstanding Convertible Bonds held by Highbridge International LLC and
Highbridge Asia Opportunities Master Fund, LP.
Subsequent to the period end date, these shareholders filed notices with the Company with respect to
disposal of certain shares. As at the date of this report, each of these shareholders is interested in
141,571,430 shares, of which 74,582,258 shares are of derivative interests.
In addition, these shareholders filed notices disclosing the acquisition of 33,056,233 shares in the
Company upon acceptance on 15 November 2007 by Highbridge International LLC and Highbridge Asia
Opportunities Master Fund, LP of the offer made by the Company on 12 October 2007 to acquire their
shares in CCEC Ltd (as announced by the Company on 14 September 2007 and 12 October 2007). The
said 33,056,233 new shares in the Company will only be issued and allotted upon completion of the
offer.
Regent Pacific Group Limited
46 2007 Interim Report
D. The disclosures referred to the same lot of interests.
These shareholders filed notices with the Company on 16 October 2007 with respect to their cessation to
have discloseable interests in the Company under the SFO.
Save for such interests, the Directors are not aware of any other persons who, as at 30
September 2007, had beneficial interests and short positions in the shares and underlying
shares (in respect of positions held pursuant to equity derivatives) of the Company, which
would have to be recorded in the Register of Interests and Short Positions of Substantial
Shareholders required to be kept by the Company under Section 336 of the SFO or which
would have to be otherwise notified to the Company and the HK Stock Exchange pursuant
to Divisions 2 and 3 of Part XV of the SFO (including those interests and short positions
which they were deemed or taken to have under such provisions of the SFO).
THE CODE ON CORPORATE GOVERNANCE PRACTICES
The Code on Corporate Governance Practices (the “Code on CG Practices”) was
introduced to Appendix 14 to the HK Listing Rules in November 2004 to take effect on 1
January 2005 (and applicable to accounting periods commencing on or after 1 January
2005), with an exception in respect of the provisions on internal controls, which took effect
on 1 July 2005 (and applicable to accounting periods commencing on or after 1 July 2005).
Appropriate actions were duly taken by the Directors for ensuring that the Company was in
compliance of all code provisions in the Code on CG Practices.
The Company has applied the principles of the Code on CG Practices since their adoption
on 1 January 2005 as mentioned above in a manner consistent with best practices of a
listed issuer. The primary responsibility for ensuring that the Code on CG Practices is
complied with rests with the Directors with the full support of the Company’s secretary and
its executive management.
As far as the Directors are aware, the Company has complied with the code provisions set
out in the Code on CG Practices during the six-month period ended 30 September 2007.
Regent Pacific Group Limited
472007 Interim Report
THE CODE FOR SECURITIES
TRANSACTIONS BY DIRECTORS AND EMPLOYEES
In compliance of Code Provision A.5.4 of the Code on CG Practices, a code for securities
transactions by Directors and employees, on exactly the terms and required standard
contained in the Model Code set out in Appendix 10 to the HK Listing Rules, was adopted
by the Group on 31 March 2004. All Directors of the Company confirmed that they have
complied with the Group’s Code for Securities Transactions by Directors and Employees
during the six-month period ended 30 September 2007.
Directors’ interests in securities and options of the Company are set out in detail under the
section headed “Directors’ Interests in Securities and Options”.
INDEPENDENT NON-EXECUTIVE DIRECTORS
In compliance of Rule 3.10(1) of the HK Listing Rules, the Board currently comprises four
independent non-executive Directors, namely David Comba, Julie Oates, Patrick Reid and
Mark Searle, representing more than one-third of the Board. Each of the independent non-
executive Directors has confirmed that he/she complies with the independence criteria set
out in Rule 3.13. The Directors consider that all the independent non-executive Directors to
be independent under these independence criteria and are capable to effectively exercise
independent judgement. Amongst them, Julie Oates has the appropriate professional
qualifications and accounting and related financial management expertise required under
Rule 3.10(2).
In addition, Clara Cheung, an executive Director, is a qualified accountant responsible for
oversight of the Group’s financial reporting procedures, in compliance of Rule 3.24.
Regent Pacific Group Limited
48 2007 Interim Report
REVIEW BY THE AUDIT COMMITTEE
The interim financial statements of the Company for the six months ended 30 September
2007 have been reviewed by the audit committee of the Company (“Audit Committee”).
The Audit Committee was established on 11 March 1999, with written terms of reference
amended on 18 March 2005, in compliance of the code provisions in C.3 of the Code on
CG Practices, and further revised on 5 January 2007 to incorporate issues relating to
internal controls. The committee’s purpose is to assist the Board in providing an
independent review of the effectiveness of the financial reporting process and the internal
control and risk management systems of the Company, overseeing the audit process and
performing other duties and responsibilities as assigned by the Board.
In compliance of Rule 3.21 of the HK Listing Rules, the Audit Committee currently
comprises the non-executive Chairman of the Board (James Mellon) and two independent
non-executive Directors, namely Julie Oates and Mark Searle. The committee is chaired by
Julie Oates. The Audit Committee is in compliance of Rule 3.21 of the HK Listing Rules.
The Audit Committee discharged their duties in accordance with their terms of reference
with no exceptions reported.
Terms of reference of the Audit Committee are available on request.
INTERNAL CONTROL
Pursuant to Code Provision C.2.1 of the Code on CG Practices, the Audit Committee has
engaged an independent professional firm to undertake a review of the Group’s internal
control systems, including its financial, operational and compliance functions. The process
will also review the ongoing operational and investment risks within the Group. The
recommendations provided by the professional firm will be considered by the Audit
Committee and incorporated into the future review programme as appropriate.
Regent Pacific Group Limited
492007 Interim Report
REMUNERATION COMMITTEE
The remuneration committee of the Company (the “Remuneration Committee”) was
established on 5 November 2004, with its written terms of reference adopted on 18 March
2005 in compliance of the code provisions in B.1 of the Code on CG Practices. It currently
comprises the non-executive Chairman of the Board (James Mellon) and two independent
non-executive Directors, namely Julie Oates and Mark Searle, and is responsible to review
and approve the remuneration packages of the Directors. The committee is chaired by
James Mellon.
Terms of reference of the Remuneration Committee are available on request.
CHANGE OF FINANCIAL YEAR END
The Directors have resolved that the financial year end of the Company and the Group be
changed to 31 December.
PURCHASE, SALE AND REDEMPTION OF LISTED SECURITIES
No shares in the Company were purchased or sold by the Company or any of its
subsidiaries during the six-month period ended 30 September 2007, whether on the HK
Stock Exchange or otherwise. The Company has not redeemed any of its securities during
the period.
Regent Pacific Group Limited
50 2007 Interim Report
PUBLICATION ON WEBSITES
This report is published on the websites of the Company (www.regentpac.com) and the HK
Stock Exchange (www.hkex.com.hk).
On behalf of the Board of
Regent Pacific Group Limited
James Mellon
Chairman
Directors of the Company:
James Mellon (Chairman)
Jamie Gibson (Chief Executive Officer)
Clara Cheung
David Comba
#
Julie Oates
#
Patrick Reid
#
Mark Searle
#
John Stalker
Jayne Sutcliffe
Dr Youzhi Wei
Anderson Whamond
Non-Executive Directors
# Independent Non-Executive Directors
Hong Kong, 7 December 2007
Interim report for the six months ended 30 September 2007 |
