Half Yearly Report

RNS Number : 5855O
Green Dragon Gas Ltd
23 September 2013
 



23 September 2013

 

GREEN DRAGON GAS LTD

("Green Dragon" or "the Company")

 

Interim results for the six months ended 30 June 2013

 

Green Dragon Gas Ltd (AIM: GDG), one of the largest independent companies involved in the production of CBM gas in China, is pleased to announce its unaudited interim results for the six months ended 30 June 2013.

 

FINANCIAL HIGHLIGHTS

 

·    Revenue of US$6.9m (US$3.5m in H1 2012), a 98% increase

·    Net profit of US$9.4m, including gain from disposal (loss of US$10.5m in H1 2012)

·    Raised US$100m through:

o Sale of non-core assets for US$65m

o Issue of US$35m bond with warrants

·    Increased balance sheet strength through early repayment in full with interest of all outstanding Convertible Bonds (US$85.3m)

·    E&P capex of US$21.0m (US$34.3m in H1 2012)

·    Cash of US$20.7m (US$40.0m at 31 December 2012)

·    1P reserves increased 37% and 2P reserves increased 2%

 

OPERATIONAL HIGHLIGHTS

 

Upstream

 

·    Gas production in H1 2013 was 1.34 Bcf (37.8 million cubic meters), a 59% year on year increase

·    Quarter on quarter growth of 8.3% achieved in Q2 2013 with production of 697MMcf (19.8 million cubic meters) compared with 644MMcf (18.3 million cubic meters) in Q1 2013

·    3 LiFaBriC wells accepted at the Company's production block in Shizhuang South (GSS) and 4 LiFaBriC wells accepted at the Company's five exploration blocks

·    The total number of LiFaBriC wells across all blocks now stands at 67, a 66% increase on a year earlier

·    Re-issue of exploration permits by the Central Government

 

Downstream

 

·    PNG (Piped Natural Gas) sales were 218MMcf (6.18 million cubic meters) in Q2 2013, a 29% increase on the Q1 2013 (169 MMcf / 4.8 million cubic meters)

·    CNG station sales were 129 MMcf (3.676 million cubic meters) in Q2 2013, a 7% increase on Q1 2013 sales (121 MMcf / 3.441 million cubic meters) / a 71% increase over Q2 2012 (76 MMcf / 2.152 million cubic meters)

·    A total of 8 retail CNG stations completed, 6 of which were in operation compared with 5 a year earlier

 

Greka Engineering and Technology Ltd (GET)

 

·    Effective 1 January 2013, GET assumed the gas processing, transmission and power generation functions at the Integrated Production Facility (IPF). These activities are conducted on a per cubic meter delivered basis under a long term contract

·    GET continued to build its infrastructure by adding 2km of gas gathering pipeline in the first half. A total of 33km of well gas gathering pipelines are installed at GSS and operated by GET

·    GET added 14 additional third party customers for its various products during the 1H 2013, a 21% increase over the year end of 2012 and now has 90 external customers

·    Demerger of GET aimed at maximizing potential of this business and shareholder value

 

OUTLOOK

 

·    GET dividend in specie planned for 30 September 2013

·    Conclude financing for capex to execute the 18Bcf annual gas production exit target for 2014

·    Continue reserve progression and production within all six CBM blocks with specific attention to GSS

 

Commenting, Randeep S. Grewal, Chairman and CEO of Green Dragon Gas, said:

 

"The significant increase in revenue is a reflection of many years hard work and the Company's successfully transformation from  exploration to production, revenues and cashflows. It is also a function of our successful strategy of streamlining the business to focus increasingly on pure upstream operations.

 

In view of the significant funds spent over the last decade across our six blocks, we have been committed to protecting the shareholders interest in our entitlements within our bi-lateral PSC's, which form the material assets of the Company. As confirmed by us repeatedly, our six PSC's continue in full force and effect.Questions raised over the Company's title to its PSC's  have been an unwelcome distraction for both management and investors over the last few years. It has also had a significant impact on the Company's valuation which dropped by approximately US$1 billion and  remains well below the levels seen prior to these concerns arising, despite significant operational progress having been made in that time.

 

We welcome and look forward to refocusing our efforts on growing the business to our targeted 18Bcfpy gas production and market attention returning to the significant value we believe is inherent within the business."

 

 

For further information on the Company and its activities, please refer to the website at www.greendragongas.com or contact:

 

Stephen Hill, VP Corporate Communications

Green Dragon Gas

 

+852 3710 0108

Dr Azhic Basirov / David Jones

Smith & Williamson - Nomad & Broker

 

+44 20 7131 4000

Steve Baldwin / Charles Lesser

Macquarie Capital (Europe) Limited - Broker

 

+44 20 3037 2000

Richard Crichton / Andy Crossley

Peel Hunt - Broker

 

+44 20 7418 8900

James Henderson / Phillip Dennis

Pelham Bell Pottinger - Investor Relations

 

+44 20 7861 3232

 

 

Note

Mcf means thousands of cubic feet; MMcf means millions of cubic feet; Bcf means billions of cubic feet.

 

 

CHAIRMAN'S STATEMENT

 

Introduction

 

The first half of the year has been characterized by a series of achievements that puts GDG in a strong position to continue to grow its production, revenues and profit in the years ahead. The question marks that have been raised over the validity of the PSC's  over the last few years has been an unwelcome distraction and we look forward to  refocusing our efforts on growing and  monetizing our production. We have set ourselves a target annual rate of production for the end of 2014 of 18Bcf. While there remains some way to go to achieve this, it is simply a function of drilling a sufficient number of LiFaBriC wells and we continue to see this as quite achievable.

 

Demerger of GET & Sale of Non-Core Operations

 

We announced a few days ago the timing of the GET dividend in specie. This represents the completion of the demerger of that company from Green Dragon. It will be our second dividend in specie since our listing six years ago and is a reflection of the Company's successful strategy of demerging non-core businesses, with the aim of GDG becoming a far more streamlined and efficient business, focused purely on its core upstream operation. Similar to the Greka Drilling dividend, which created an independently successful operating enterprise while providing an opportunity to many shareholders to monetize their returns at their discretion, we expect GET will mirror this success, both operationally and in creating shareholder value.

 

During the period we successfully sold the non-core gas pipeline interests  for US$65m, at a respectable 14% IRR return, creating a US$28.3m profit. These comprised the Company's 29% interest in the Beijing Huayou United Development Co and its 100% interest in Giant Power International Investment Limited; which included the Company's interests in the wholesale gas distribution pipeline network in the Beijing Development Area and two wholesale gas stations in Anhui and Henan.

 

These disposals follow changes that have taken place in the China gas industry over the last five years, which has eroded the potential of achieving gas swaps across markets and thus the ownership merits of our pipeline interests. The changes include the Chinese Government segregating the country's gas infra-structure among various entities such as Petrochina, Kunlun Gas, Sinopec, CNPC and many provincial enterprises.

 

Operations

 

Upstream

 

Over the course of the first half, gas production increased by 59% to 1.34Bcf. This increase was as a result of an increased number of wells coming onstream and achieving target production levels.

 

During the period we drilled an additional 5 LiFaBriC wells across all Blocks. The total drilled now stands at 67, a 66% increase from this time last year. As indicated above, while the PSC entitlement  issues remained outstanding, we took a prudent approach to investing additional shareholder funds, which included reducing the pace of our drilling programme. We have previously outlined the need for 200 LiFaBriC wells to achieve our near term target production of 18Bcfpy. Drilling these wells is something Greka Drilling has perfected over many years and we remain confident that, once contracted, it not only has the capacity but also the ability to be able to deliver on this programme in a timely fashion.

 

 

Downstream

 

Piped Natural Gas (PNG) sales during Q2 where 218 MMcf, representing a 29% increase over Q1 this year. PNG sales started on a controlled basis, while the Company's pipeline connecting the GSS block to the West East Pipeline was brought into service. Sales are made under the 20 year agreement entered into in June 2011 with PetroChina.

 

The Company also sells Compressed Natural Gas (CNG) for vehicle use through its series of Company-owned CNG retail stations located in and around its licence areas. In Q2, sales of CNG through these outlets amounted to 129MMcf, representing a 7% increase on Q1 and a 70% increase over the same period last year. This increase in sales is primarily due to the number of operating CNG stations increasing to 6 from 5 a year ago and the expansion of our fleet of distribution trucks.. The Company hopes to be able to bring an additional three stations into operation during the remainder of this year.

 

GET

 

From 1 January 2013, GET assumed control of the Company's gas processing, transmission compression and power generation functions under a long term contact, on a per cubic meter delivered basis.

 

During the period, GET added a further 2km of gas gathering pipeline, bringing the total network on the GSS block to 33km. This network gathers the gas from the various producing wells and transports it to the IPF on the block, where it is processed for ongoing transport and sale and power generation.

 

Financials

 

During the first half, revenue from continuing operations increased 98% to US$6.9m (US$3.5m: H1 2012). This increase is a reflection of the corresponding increase in gas production and sales as outlined above. The Company also recorded a record net profit for the period of US$9.4m; this number includes a profit of US$28.3m on the disposal of non-core operations, with the operating loss having increased to US$8.3m (US6.7m: H1 2012).

 

E&P capex during the period was US$21m, a significant reduction over the US$34m during the same period in 2012. This reduction was primarily as a result of the more prudent approach taken by the Company to investing shareholder money while the licence issue remained.

 

As previously outlined, the arbitration tribunal relating to funds paid to the Company by  Liberia registered ConocoPhillips China Inc (COPC) in relation to a farm-in deal entered into in 2009, awarded COPC US$42.6m plus costs. The appeal filed focuses on the natural injustice and lack of due process by the tribunal. The appeal is scheduled to be heard in the second half of November. While the original decision was clearly disappointing, it has reduced the uncertainty around this contingent liability, again allowing the management team to refocus on driving the core business forward.

 

Finally, during the period, we also significantly strengthened our balance sheet, raising a total over US$65m from the disposal of non-core assets, as mentioned above, and successfully issuing $US35m of bonds and warrants. US$85.3m of these funds was used to repay in full the outstanding convertible bonds; as at 30 June, the Company had cash of US$20.7m.

 

Outlook

 

 

Following the dividends of Greka Drilling, Greka Engineering and the sales of the various gas pipeline interests, Green Dragon efficiently becomes an Exploration & Production company within its niche in China CBM. Over the last sixteen years of pursuing CBM development in China, the sub-surface geological challenges pulled us into developing Greka Drilling. Following this success, and along the path to gas production, we were forced to develop Greka Engineering so as to enable the commercial gas being sold at market prices. Both businesses are unique and market leaders within their niches, however neither creates incremental shareholder value to Green Dragon by ownership. Being a pioneer, we were required to create both but both have very different business objectives when compared to a focused E&P company. Similarly, the significant market options available to us as a gas producer eliminated the necessity to own pipeline interest and thus facilitated a lucrative divesture at a respectable return.

 

I look forward to reporting on the progress Green Dragon continues to make as a pioneering E&P company exclusively within the China CBM niche focused on achieving 18 Bcfpy of gas production in the short term.

 

 

Randeep S. Grewal

Founder & Chairman

 

Condensed Consolidated Statement of Comprehensive Income

Six months ended 30 June 2013



Six months  ended 30

June 2013

Six months  ended 30

June 2012

Year ended

 31 December  2012


Notes

US$'000

US$'000

US$'000

 

Continuing operations


unaudited

unaudited

audited

Revenue

3

6,932

3,502

8,125

Cost of sales


(3,450)

(1,460)

(3,881)

Gross profit


3,482

2,042

4,244

Selling and distribution costs


(983)

(427)

(1,291)

Administrative expenses


(3,866)

(6,664)

(13,030)

Litigation interest and penalties

14

(6,912)

-

-

Administrative expenses


(10,778)

(6,664)

(13,030)

Loss from operations


(8,279)

(5,049)

(10,077))

Finance income


155

808

1,321

Finance costs


(9,104)

(3,994)

(8,087)

Gain on disposal of jointly-controlled

 entities and subsidiaries


 

28,292

 

-

 

-

Profit / (loss) before income tax


11,064

(8,235)

(16,843)

Income tax credit

4

145

169

219

Profit / (loss) for the period from

 continuing operations


 

11,209

 

(8,066)

 

(16,624)

Discontinued operations





Loss for the period from discontinued

 operations

 

16

 

(1,827)

 

(2,413)

 

(2,798)

Profit / (loss) for the period


9,382

(10,479)

(19,422)

Other comprehensive income/(loss)





Exchange differences arising on

  translation of foreign operations


 

2,316

 

(527)

 

2,594

Total comprehensive income / (loss)

for the period


 

11,698

 

(11,006)

 

(16,828)






Profit / (loss) for the period attributable to:





Owners of the company


9,382

(10,718)

(20,649)

Non-controlling interests


-

239

1,227



9,382

(10,479)

(19,422)

Total comprehensive income / (loss)





attributable to:





Owners of the company


11,698

(10,918)

(18,055)

Non-controlling interests


-

(88)

1,227



11,698

(11,006)

(16,828)






Basic earning / (loss) per share arising from attributable to owners of the Parent (US$)

 

 

5

 

 

0.069

 

 

(0.080)

 

 

(0.151)

From continuing operations (US$)


0.082

(0.062)

(0.131)

From discontinued operations (US$)


(0.013)

(0.018)

(0.020)






Diluted earning / (loss) per share arising from attributable to owners of the Parent (US$)

 

 

5

 

 

0.062

 

 

(0.080)

 

 

(0.151)











From continuing operations (US$)


0.074

(0.062)

(0.131)

From discontinued operations (US$)


(0.012)

(0.018)

(0.020)

 

 

 

Condensed Consolidated Statement of Financial Position

At 30 June 2013

 


As at

 30 June 2013

As at

 30 June 2012

As at 31 December 2012

Notes

US$'000

US$'000

US$'000


unaudited

unaudited

Audited

Assets





Non-current assets





7

3,980

60,450

47,373


831,228

731,876

767,641


3,877

15,728

14,343


 

184

 

463

 

719


505

-

-


1,971

2,014

1,999

8

-

12,500

-


841,745

823,031

832,075

Current assets






2,876

6,561

3,956

9

7,225

24,033

21,011


-

10,033

-


20,716

69,855

39,971

16

28,097

-

-


58,914

110,482

64,938

Total assets


900,659

933,513

897,013






Liabilities





Current liabilities





10

19,531

37,853

27,712

14

49,536

-

-


-

-

79,751


-

404

344



69,067

38,257

107,807

Non-current liabilities






-

78,606

-


28,352

-

-


7,258

-

-

11

13,000

13,000

13,000


147,115

151,134

150,356



195,725

242,740

163,356

Total liabilities


264,792

280,997

271,163






Net Assets


635,867

652,516

625,850

 

 

 


As at

 30 June 2013

As at

 30 June 2012

As at 31 December 2012

Notes

US$'000

US$'000

US$'000


unaudited

unaudited

audited

Capital and reserves





12

14

14

14

12

713,115

703,917

703,917

12

-

9,198

9,198

12

12,743

12,743

12,743

12

-

805

1,325

12

81

295

391

12

14,043

8,672

11,755

12

(104,129)

(102,973)

(113,511)

Total equity attributable to

  equity holders of the Parent


 

635,867

 

632,671

 

625,832

Non-controlling interests


-

19,845

18

Total Equity


635,867

652,516

625,850


Condensed Consolidated Statement of Changes in Equity

Six months ended 30 June 2013


 

 

 

Share capital

 

 

Treasury Shares

 

 

 

 

Share premium

 

 

Convertible note equity reserve

 

 

Share based payment reserve

 

 

Capital and surplus reserve

 

 

Other reserves

 

 

Foreign exchange reserve

 

 

 

Retained deficit

Equity attributable to equity holders of the Company

 

 

Non- controlling interests

 

 

 

 

Total


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 January 2012

14

(427)

704,344

9,198

12,743

1,169

253

9,170

(92,577)

643,887

19,933

663,820

Loss for the period

-

-

-

-

-

-

-

-

(10,718)

(10,718)

239

(10,479)

Other comprehensive

 income for the period

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(498)

 

-

 

(498)

 

(327)

 

(825)

 

 

Total comprehensive

  income for the period

 

 

 

-

 

 

              -

 

 

 

              --

 

 

 

-

 

 

 

-

 

 

 

-


 

 

 

(498)

 

 

 

(10,718)

 

 

 

(11,216)

 

 

 

(88)

 

 

 

(11,304)

Transfer from capital

  reserve

 

-

 

-

 

-

 

-

 

-

 

90

 

-

 

-

 

(90)

 

-

 

-

 

-

Utilisation of surplus

  reserve

 

-

 

-

 

-

 

-

 

-

 

(454)

 

-

 

-

 

454

 

-

 

-

 

-

Transfer to other reserve

-

-

-

-

-

-

42

-

(42)

-

-

-

Cancellation of share

  buy back

 

-

 

427

 

(427)

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-














At 30 June 2012

14

-

703,917

9,198

12,743

805

295

8,672

(102,973)

632,671

19,845

652,516














Loss for the period

-

-

-

-

-

-

-

-

(9,922)

(9,922)

988

(8,934)

Other comprehensive

 income for the period

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

3,083

 

-

 

3,083

 

327

 

3,410

 

 

Total comprehensive

  income for the period

 

 

 

-

 

 

              -

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-


 

 

 

3,083

 

 

 

(9,922)

 

 

 

(6,839)

 

 

 

1,315

 

 

 

(5,524)

Elimination on disposal on

  dilution of stake in joint

 venture

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

(21,142)

 

 

(21,142)

Transfer from capital

  reserve

 

-

 

-

 

-

 

-

 

-

 

520

 

-

 

-

 

(520)

 

-

 

-

 

-

Transfer to other reserve

-

-

-

-

-

-

96

-

(96)

-

-

-














At 31 December 2012

14

-

703,917

9,198

12,743

1,325

391

11,755

(113,511)

625,832

18

625,850














Profit for the period

-

-

-

-

-

-

-

-

9,382

9,382

-

9,382

Other comprehensive

 income for the period

 

-

 

-

 

-

 

-

 

-

 

-

 

28

 

2,288

 

-

 

2,316

 

-

 

2,316

 

 

Total comprehensive

  income for the period

 

 

 

-


 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

28

 

 

 

2,288

 

 

 

9,382

 

 

 

11,698

 

 

 

-

 

 

 

11,698

Disposal of jointly

-controlled entities and

 subsidiaries

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

(1,325)

 

 

(338)

 

 

-

 

 

-

 

 

(1,663)

 

 

(18)

 

 

(1,681)

Transfer to share premium

-

-

9,198

(9,198)

-

-

-

-

-

-

-

-














At 30 June 2013

  (unaudited)

14

-

713,115

-

12,743

-

81

14,043

(104,129)

635,867

-

635,867


Consolidated Statement of Cash Flows

Six months ended 30 June 2013

 



Six months ended 30 June 2013

Six months ended 30 June 2012

Year ended

 31 December  2012



US$'000

US$'000

US$'000


Notes

unaudited

unaudited

Audited

Operating activities





Profit before income tax from continuing

 operations


 

11,319

 

(11,518)

 

(22,728)

Loss / profit before income tax from discontinued

 operations


 

(2,144)

 

1,571

 

4,264

Profit / (loss) before income tax


9,175

(9,947)

(18,464)

Adjustments for:





Depreciation


1,297

1,735

3,508

Amortisation of leasehold land held

  for own use under operating leases


 

54

 

96

 

76

Amortisation for intangible assets


1,204

1,204

2,408

Loss on disposal of property, plant

  and equipment


 

-

 

-

 

71

Finance income


(212)

(850)

(1,452)

Finance costs


9,104

3,997

8,094

Litigation interest and penalties


6,912

-

-

Gain on disposal of jointly-controlled

 entities and subsidiaries


 

(28,292)

 

-

 

-

Foreign exchange differences


-

39

-

Cash flows before changes in working

  capital


 

(758)

 

(3,726)

 

(5,759)

Increase in inventory


(2,456)

(5,013)

(1,420)

Decrease/(increase) in trade and other receivables


 

4,243

 

(9,010)

 

4,904

(Decrease)/increase in trade and

  other payables


 

(1,685)

 

12,717

 

(3,534)

Net cash used in operations


(656)

(5,032)

(5,809)

Income tax paid


(627)

(1,230)

(1,772)

Net cash used in operating activities


(1,283)

(6,262)

(7,581)

 

 



Six months ended 30 June 2013

Six months ended 30 June 2012

Year ended

 31 December  2012



US$'000

US$'000

US$'000


Notes

unaudited

unaudited

audited

Investing activities





Interest received


212

850

1,452

Payments for exploration activities


(20,961)

(34,294)

(70,011)

Purchases of property, plant

  and equipment


 

(964)

 

(506)

 

(8,820)

Payments for leasehold land held for

  own use under operating leases


 

-

 

-

 

(387)

Purchase of held-to-maturity investment


-

(10,000)

-

Proceeds from disposal of

  held-to-maturity investment


 

-

 

50,222

 

50,255

Proceeds from sale of fair value through

  profit or loss financial asset


 

-

 

-

 

-

Loan to a related party


-

(12,500)

-

Repayment of loan


-

-

-

Payments for other intangible assets


-

(175)

-

Net proceeds on disposal of

 jointly-controlled entities and

 subsidiaries

 

       

    16

 

 

59,367

 

 

-

 

 

-

Net cash from / (used in) investing activities


 

37,654

 

(6,403)

 

(35,251)






Financing activities





Proceeds from bond and derivative

 issuance


 

35,000

 

-

 

-

Repayment of convertible notes


(84,200)

-

-

Interest paid


(4,047)

(2,950)

(5,902)

Net cash used in financing activities


(53,247)

(2,950)

(5,902)






Net decrease in cash

  and cash equivalents


 

(16,876)

 

(15,615)

 

(48,734)

Cash and cash equivalents

  at beginning of period


 

39,971

 

86,334

 

86,334



23,095

70,719

37,600

Effect of foreign exchange rate changes


1,319

(864)

2,371

Cash and cash equivalents

  at the end of period


 

24,414

 

69,855

 

39,971

 

 

Notes to Condensed Interim Financial Statements

 

1    GENERAL INFORMATION

 

The condensed financial information for the six months ended 30 June 2013 and 30 June 2012 is unaudited and un-reviewed and does not constitute statutory financial statements. The consolidated unaudited interim financial information set out in this report is based on the consolidated financial statements of Green Dragon Gas Ltd. and its subsidiary companies (together referred to as the 'Group'). The condensed consolidated financial information should be read in conjunction with the annual financial statements for the year ended 31 December 2012, which have been prepared in accordance with IFRSs as adopted by the European Union. The comparative financial information for the full year ended 31 December 2012 is not the Group's full annual accounts for that period but has been derived from the annual financial statements for that period.  The auditors' report on those accounts was unqualified and did not include references to any matters to which the auditors drew attention by way of emphasis without qualifying their report.

 

2    ACCOUNTING POLICIES

 

These accounts have been prepared in accordance with the accounting policies that are expected to be applied in the Report and Accounts of Green Dragon Gas Ltd. for the year ending 31 December 2013 and are consistent with International Financial Reporting Standards adopted for use in the European Union, with the exception of IAS 34, "Interim Financial Reporting". The annual financial statements of Green Dragon Gas Ltd. are prepared in accordance with IFRSs as adopted by the European Union.

 

Basis of preparation

After making enquiries, the directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the half-yearly condensed financial statements.

 

The interim financial statements are presented in United States Dollars and all values are rounded to the nearest thousand dollars (US$'000) except when otherwise indicated.

 

The consolidated interim financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries). Control is achieved where the Company has the power to govern the financial and operating policies of an invested entity so as to obtain benefits from its activities. The results of subsidiaries acquired or disposed are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate.

 

The Company has sufficient working capital to fund its overheads and capital programme for the next 12 months. The Company has a liability of approximately $50m arising from the findings of arbitration in connection to its dispute with a former farm in partner. The Company has lodged an appeal and the counterparty are not currently able to enforce the award. The Directors remain confident the appeal will be successful but have prudently recorded a liability. The Company does not currently have the liquid funds to settle this litigation should it fall due in the short term. A number of funding transactions are at an advanced state which if concluded would provide the necessary funds to settle the dispute if required. However, there can be no guarantee any of these transactions will conclude and they require the occurrence of events outside of the Directors' control.

 

As a consequence, in the event the Company losses its appeal and should further funding not be available the Company may not be able to realize its assets and discharge its liabilities in the normal course of business. These conditions indicate the existence of an uncertainty which may cast doubt about the Company's ability to continue as a going concern. The financial statements do not include the adjustments that would result if the Company was unable to continue as a going concern.

 

3    REVENUE AND SEGMENTAL INFORMATION

 

For the six months ended 30 June 2013

 

The Group has six reportable segments as set out below. The operating results of each of these segments are regularly reviewed by the Group's chief operating decision makers in order to make decisions about the allocation of resources and assess their performance.

 

During the period revenue of US$16,462,000 (30 June 2012 - US$26,665,000) was recognised by the Pipelined Gas Distribution segment in respect of customers representing 10% or more of the Group's total revenue for the period.


 

For the six months ended 30 June 2013



Continuing

operations





Discontinued operations


















Sales of  CBM gas

Retailing gas station sales

Corporate

Sub-total


Pipelined  gas distribution

Wholsale Gas station sales

Gas filling   equipment sales

Transportation

Sub-total

Eliminations

Consolidated


US$'000

US$'000

US$'000

US$'000


US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

 US$'000


unaudited

unaudited

unaudited

unaudited


 unaudited

unaudited

unaudited

unaudited

unaudited

unaudited

 unaudited














Sale to external

  customers

-

6,932

-

6,932


16,462

3,555

910

-

20,927

-

27,859

Inter-segment sales

3,482

-

-

3,482


-

-

89

985

   1,074

(4,556)

-


3,482

6,932

-

10,414


16,462

3,555

1,000

985

22,001

(4,556)

27,859














Depreciation and

  amortisation

-

620

35

655


531

676

303

390

1,900

-

2,555














Profit/(Loss) from

  operations

268

(1,459)

(607)

(1,798)


968

(244)

(296)

(544)

(116)

(909)

(2,823)














Assets

810,532

29,942

639,895

1,480,369


-

-

4,503

21,672

26,175

(643,761)

862,783














Liabilities

165,074

25,739

516,055

706,868


-

-

1,536

22,165

23,701

(503,117)

227,452

 

 

For the six months ended 30 June 2012



Continuing

operations




Discontinued operations



















Sales of  CBM gas

Retailing gas station sales

Corporate

Sub-total


Pipelined  gas distribution

Wholesale gas station sales

Gas filling   equipment sales

Transportation

Sub-total

Eliminations

Consolidated


US$'000

US$'000

US$'000

US$'000


US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

 US$'000


unaudited

unaudited

unaudited

unaudited


 unaudited

unaudited

unaudited

unaudited

unaudited

unaudited

 unaudited














Sale to external

  customers

-

3,502

-

3,502


26,665

5,140

360

-

32,165

-

35,667

Inter-segment sales

2,039

-

-

2,039


-

-

822

1,993

2,815-

(4,854)

-


2,039

3,502

-

5,541


26,665

5,140

1,182

1,993

34,980

(4,854)

35,667














Depreciation and

  amortisation

5

480

40

525


1,421

566

303

220

2,510

-

3,035














Profit/(Loss) from

  operations

(353)

(1,667)

(4,534)

(6,554)


2,506

648

(18)

(196)

2,940

(3,186)

(6,800)














Assets

758,374

30,054

770,111

1,558,539


63,937

14,499

5,065

20,187

103,688

(728,714)

933,513














Liabilities

168,663

15,434

432,368

616,465


15,533

5,931

1,739

16,118

39,321

(374,789)

280,997

 

 For the year ended 31 December 2012



Continuing

operations





Discontinued operations


















Sales of CBM gas

Retailing gas station sales

Corporate

Sub-total


Pipelined gas distribution

Wholesale gas station sales

Gas filling equipment sales

Transportation

Sub-total

Eliminations

Consolidated


US$'000

US$'000

US$'000

US$'000


US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000


audited

audited

audited

audited


audited

audited

audited

audited

audited

audited

audited














Sale to external

  customers

-

8,125

-

8,125


54,108

10,298

1,509

29

65,944

-

74,069

Inter-segment sales

4,721

1,020

-

5,741


-

-

1,106

3,380

4,486

(10,227)

-


4,721

9,145

-

13,866


54,108

10,298

2,615

3,409

70,430

(10,227)

74,069














Depreciation and

  amortisation

15

1,782

78

1,875


1,808

1,388

171

750

4,117

-

5,992














Profit/(Loss) from

  operations

(1,432)

(3,226)

(8,650)

(13,308)


5,093

1,135

(168)

(744)

5,316

(3,830)

(11,822)














Assets

799,488

17,601

652,032

1,469,121


39,780

15,282

4,713

24,343

84,118

(656,226)

897,013














Liabilities

164,439

17,654

524,550

706,643


9,138

6,141

1,509

20,838

37,626

(473,106)

271,163


4    TAX

 

Taxation for the Group's operations in the People's Republic of China ("PRC") is provided at the applicable current tax rate of 25% on the estimated assessable profits for the period.

 

5    EARNINGS / (LOSS) PER SHARE

 


Six months ended

 30 June 2013

Six months ended

 30 June 2012

Year ended

 31 December 2012


US$'000

US$'000

US$'000


unaudited

unaudited

audited





Earnings /(loss) for the period attributable

 to owners of the Parent arising from:




- Continuing operations

11,209

(8,305)

(17,851)

- Discontinued operations

(1,827)

(2,413)

(2,798)

Earnings / (loss) for the purpose of basic

  and diluted earnings / (loss) per share

9,382

(10,718)

(20,649)





Weighted average number

  of ordinary shares

136,540,711

134,556,389

136,540,711

Adjustment for assumed conversion

  of share options and warrants

15,135,375

-

-

Weighted average number

  of ordinary shares for diluted

  earnings per shares

151,676,086

134,556,389

136,540,711

 

Earnings / (loss) per share is based on the loss attributable to ordinary equity holders of the Company of divided by the weighted average of ordinary shares in issue during the corresponding period.

 

Due to the loss arising during the period ended 30 June 2012 and year ended 31 December 2012, the diluted loss per share is considered to be the same as the basic loss per share. 12,823,261 potential ordinary shares during the period ended 30 June 2012 and 12,823,261 potential ordinary shares during the year ended 31 December 2012 have therefore been excluded from the above calculations.

 

 

6    DIVIDEND

 

The directors do not recommend the payment of an interim dividend (2012: Nil).

 

7    PROPERTY, PLANT AND EQUIPMENT

 

During the period, the Group incurred approximately US$964,000 on additions to property, plant and equipment (30 June 2012 US$506,000; 31 December 2012 US$8,820,000).

 

8   LOAN RECEIVABLE

 



As at

 30 June 2013

As at

 30 June 2012

As at

 31 December 2012



US$'000

US$'000

US$'000



unaudited

unaudited

audited

Loan to a related party


-

12,500

-

 

The loan receivable is denominated in United State dollars. The loan receivable bear interest at a rate of 8% per annum.

 

9    TRADE AND OTHER RECEIVABLES

 



As at

 30 June 2013

As at

 30 June 2012

As at

 31 December 2012



US$'000

US$'000

US$'000



unaudited

unaudited

audited

Trade receivables


1,707

5,538

5,647

Other receivables


5,518

18,064

15,336

Amount due from related parties


-

431

28



7,225

24,033

21,011

 

10 TRADE AND OTHER PAYABLES

 



As at

 30 June 2013

As at

 30 June 2012

As at

 31 December 2012



US$'000

US$'000

US$'000



unaudited

unaudited

audited

Trade payables


9,367

12,351

12,285

Other payables


5,794

17,243

12,178

Amounts due to related parties


4,370

8,259

3,249



19,531

37,853

27,712

 

11 OTHER FINANCIAL LIABILITIES

 

The amount payable represents amounts payable to China United Coaled Methane Co. Ltd., which is a party to the PSCs, in relation to exploration costs incurred on the properties. These amounts are only payable from revenue on production from the Shizhuang South Property.

 

12 SHARE CAPITAL AND RESERVES

 


Authorised

Issued and fully paid


Number


Number



of shares

US$

of shares

US$






At 1 January 2012, 30 June

  2012, 31 December 2012 and 30 June 2013 ordinary shares

of US$0.0001 each

500,000,000

50,000

136,540,711

13,654

 

Nature and purposes of reserves

 

(i)         Treasury Shares

 

Where any group company purchases the company's equity share capital (treasury shares), the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the company's equity holders until the shares are cancelled or reissued. Where such ordinary shares are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the company's equity holders.

 

(ii)   Share premium

 

The amount relates to subscription for or issue of shares in excess of nominal value. The application of the share premium account is governed by the Companies Law of the Cayman Islands. The articles of association of the Company prohibit distribution to equity holders of the Company through the share premium.

 

(iii)  Convertible note equity reserve

 

The amount represents the value of the unexercised equity component of the convertible note issued by the Company recognised in accordance with the Group's accounting policy.

 

(iv)  Share based payment reserve

 

The amount relates to the fair value of the share options that have been expensed through the income statement less amounts, if any, that have been transferred to the retained earnings/deficit upon exercise.

 

(v)   Capitaland surplus reserve

 

The amount represents the Group's share of subsidiaries and Jointly Controlled Entities (JCEs) statutory capital reserve. PRC rules and regulations require that 10 per cent of profits in each period be reserved for future capital expenditure. The amount is non-distributable.

 

(vi) Other reserve

 

In accordance with the regulations of the State Administration of Work Safety, the Group's share of subsidiaries and JCEs has a commitment to provide reserve for enhancement of safety production environment and improvement of facilities ("Work Safety Cost"). In prior years, the work safety expenditures are recognized only when acquiring the fixed assets or incurring other work safety expenditures.

 

(vii) Foreign exchange reserve

 

The amount represents gains/losses arising from the translation of the financial statements of foreign operation the functional currency of which is different from the presentation currency of the Group.

 

(viii) Retained deficit

 

The amount represents cumulative net gains and losses recognised in consolidated profit or loss less any amounts reflected directly in other reserves.

 

13 RELATED PARTY TRANSACTIONS

 

Saved as disclosed in note 10and 11, there were no other related party transactions that are required to be disclosed. Transactions between the company and its subsidiary undertakings, which are related parties, have been eliminated on consolidation and are not disclosed in this note.

 

14 PROVISIONS

 

The Group has litigation with ConocoPhillips China Inc ("COPC") arising from a farm-out agreement. COPC paid US$ 42.6 million to the Group under the farm-out agreement.

 

On 8 November 2010, the Group terminated the farm-out agreement as COPC had not made the required payments under the funding arrangements. COPC have demanded full repayment of the US$42.6 million

 

The dispute was subject to arbitration in Singapore and on 10 July 2013 the arbitration tribunal ruled in COPC's favour.

 

The arbitration tribunal has awarded US$42.6 million plus fees and interest of approximately US$6.9 million against the Group. The arbitration was anchored around the issue of the Group's ability to enforce title in its three Shanxi PSCs. The Group has always considered that it has valid title and this was confirmed by the Central Government of China. The arbitration tribunal was informed of such an expected ruling but they decided to close the arbitration proceedings, and proceeded to deliver their award without considering this significant development. The tribunal panel was informed of a material conclusion as to title which appears not to have been taken into consideration. The Directors consider this, among other matters, as a ground for a challenge against the award and to take all necessary steps for a potential filing to set aside the award.

 

On 3 September 2013, the Group successfully lodged an appeal against the tribunal ruling including a prevention order against COPC from enforcing settlement.

 

Whilst the Directors' remain confident of a successful appeal, a provision has been prudently made in the financial statements. The original US$ 42.6 million received was set against the exploration assets and, consequently, this has been reversed. Full interest and penalties have been provided for and are shown in the Consolidated Statement of Comprehensive Income.

 

15 EVENTS AFTER REPORTING DATE

 

Saved as disclosed in note 14 above, there were no other significant events that happened after 30 June 2013 up to the date of approval of these interim financial statements.

 

16 DISCONTINUED OPERATIONS

 

On 30 April 2013, the Company announced the proposed demerger of its engineering business by means of a dividend in specie of shares in Greka Engineering & Technology Ltd ("Greka Engineering") to Green Dragon shareholders. The demerger remains conditional upon the approval of Green Dragon shareholders in general meeting.

 

Details of the book value of identifiable assets and liabilities of Greka Engineering is, as follows:

 




Book value




US'000





Property, plant and equipment



22,880

Other intangible assets



     2,890

Inventories



2,073

Trade and other receivables



1,362

Cash and cash equivalents



3,698

Trade and other payables



(4,088)

Current tax liabilities



(59)

Deferred tax liability



(661)




28,097  

 

Cash and cash equivalents of US$20.7 million in the Statement of Financial Position are net of cash and cash and cash equivalents attributable to the Greka Engineering assets held for sale.

 

On 3 June 2013, the Company entered into a sale and purchase agreement for the sale of the Company's 29.11% effective interest in Beijing Huayou United Gas Development Co., Ltd ("BHY") and its 100% interest in Giant Power International Investment Limited ("GPI") which included the Company's interests in the wholesale gas distribution pipeline network in the Beijing Development Area and the wholesale gas stations in Zhengzhou and Wuhu, for a cash consideration of US$65 million.

 

The Company had acquired BHY in 2007 for US$27.1 million and GPI in 2008 for US$10.8 million.

 

Details of the book value of identifiable assets and liabilities disposed of and sales consideration is, as follows:

 




Book value




US$'000





Property, plant and equipment



    30,053

Other intangible assets



     6,495

Payment for leasehold land held for own use

 under operating leases



           

547

Inventories



     1,462

Cash and cash equivalents



     5,633

Trade and other receivables



   8,177

Trade and other payables



    (8,437)

Current tax liabilities



     (163)

Deferred tax liability



   (1,681)

Capital and suplus reserve



    (1,324)

Other Reserve



     (338)




    40,424







US$'000

 

Consideration, satisfied by cash


65,000

 

Consideration, settled by other payable


3,716

 

Net assets disposed of


(40,424)

 

Gain on disposal


28,292

 

 



US$'000

Cash flows in relation to the disposal:



-     Consideration received


65,000

-     Cash disposed of


(5,633)

Net cash inflow


59,367

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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