PANVA GAS HOLD<08132> - Results Announcement (Q2, 2005, Summary) Panva Gas Holdings Limited announced on 12/8/2005: (stock code: 08132 ) Year end date :31/12/2005 Currency :HKD Auditors' report :N/A 2nd Quarterly Report Reviewed by :Audit Committee Important Note : This result announcement form only contains extracted information from and should be read in conjunction with the detailed results announcement of the issuer, which can be viewed on the GEM website at http://www.hkgem.com (* Unaudited) (* Unaudited) Current Last Corresponding Period Period from 1/1/2005 from 1/1/2004 to 30/6/2005 to 30/6/2004 $'000 $'000 Turnover : 958,053 848,634 Profit/(Loss) from Operations : 169,744 119,851 Finance cost : 37,860 5,155 Share of Profit/(Loss) of Associates : 28,561 N/A Share of Profit/(Loss) of Jointly Controlled Entites : N/A N/A Profit/(Loss) after Taxation & MI : 128,249 95,699 % Change Over the Last Period : +34.01% EPS / (LPS) Basic (in dollar) : HKD 13.61 HKD 10.24 Diluted (in dollar) : HKD 12.75 HKD 9.44 Extraordinary (ETD) Gain/(Loss) : N/A N/A Profit (Loss) after ETD Items : 128,249 95,699 2nd Quarter Dividends per Share : NIL NIL (specify if with other options) : N/A N/A B/C Dates for 2nd Quarter Dividends : N/A Payable Date : N/A B/C Dates for (-) General Meeting : N/A Other Distribution for Current Period : NIL B/C Dates for Other Distribution : N/A (bdi: both days inclusive) For and on behalf of Panva Gas Holdings Limited Signature : Name : Gerald Yu Title : Chief Financial Officer Responsibility statement The directors of the Company (the "Directors") as at the date hereof hereby collectively and individually accept full responsibility for the accuracy of the information contained in this results announcement form (the "Information") and confirm, having made all reasonable inquiries, that to the best of their knowledge and belief the Information are accurate and complete in all material respects and not misleading and that there are no other matters the omission of which would make the Information herein inaccurate or misleading.The Directors acknowledge that the Stock Exchange has no responsibility whatsoever with regard to the Information and undertake to indemnify the Exchange against all liability incurred and all losses suffered by the Exchange in connection with or relating to the Information. Remarks: 1. General The Company was incorporated in Cayman Islands on 16 November 2000 as an exempted company with limited liability under the Companies Law (Revised) Chapter 22 of the Cayman Islands. The Company's shares have been listed on the Growth Enterprise Market ("GEM") of The Stock Exchange of Hong Kong Limited ("Stock Exchange") since 20 April 2001. The Company is an investment holding company. Its subsidiaries are principally engaged in the sale and distribution of liquefied petroleum gas ("LP Gas") and natural gas (together "Gas Fuel") in the People's Republic of China including the sale of LP Gas in bulk and in cylinders, the provision of piped LP Gas and natural gas, construction of gas pipelines, the operation of city gas pipeline network, the operation of Gas Fuel automobile refilling stations and the sale of LP Gas and natural gas household appliances. a. Statement of compliance The Hong Kong Institute of Certified Public Accountants ("HKICPA", formerly the Hong Kong Society of Accountants) has undertaken to converge by 1 January 2005 all Hong Kong Financial Reporting standards ("HKFRS") with International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board. As a result, the HKICPA has aligned HKFRS with the requirements of IFRS in all material respects as at 31 December 2004. The accounts have been prepared in accordance with HKFRS issued by the HKICPA, requirements of the Hong Kong Companies Ordinance and applicable disclosure requirements of the Rules Governing the Listing of Securities on the Growth Enterprises market of The Stock Exchange of Hong Kong Limited ("GEM Listing Rules"). b. Basis of preparation The accounts have been prepared under the historical cost convention, as modified by the revaluation of leasehold buildings, available-for-sale financial assets and financial assets and financial liabilities at fair value through profit or loss. The preparation of financial statements in conformity with HKFR requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group's accounting policies. The areas involving higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated accounts. Adoption of HKFRS For the financial year commencing 1 January 2005, the Group has adopted all HKFRS in issue pertinent to its operations. The applicable HKFRS are set out below and the 2004 figures have been restated in accordance with the relevant requirements. HKAS 1 Presentation of Financial Statements HKAS 2 Inventories HKAS 7 Cash Flow Statements HKAS 8 Accounting Policies, Changes in Accounting Estimates and Errors HKAS 10 Events after Balance Sheet Date HKAS 11 Construction Contracts HKAS 12 Income Taxes HKAS 14 Segment Reporting HKAS 16 Property, Plant and Equipment HKAS 17 Leases HKAS 18 Revenue HKAS 19 Employee Benefits HKAS 21 The Effects of Changes in Foreign Exchange Rates HKAS 23 Borrowing Costs HKAS 24 Related Party Disclosures HKAS 27 Consolidated and Separate Financial Statement HKAS 28 Investments in Associates HKAS 32 Financial Instruments: Disclosure and Presentation HKAS 33 Earnings per Share HKAS 34 Interim financial reporting HKAS 36 Impairment of Assets HKAS 37 Provisions, contingent Liabilities and Contingent Assets HKAS 38 Intangible Assets HKAS 39 Financial Instruments: Recognition and Measurement HKFRS 2 Share-based Payments HKFRS 3 Business Combinations The adoption of HKAS 1, 2, 7,8,10,11,12,14,16,18,19,21,23,24,27 ,28,33,34 and 37 did not result in substantial changes to the Group's accounting policies. In summary: i. HKAS 1 affects certain presentation in the consolidated balance sheet , consolidated profit and loss account and consolidated statement of changes in equity. ii. HKAS 2, 8, 16, 21 and 28 affect certain disclosure of the accounts. iii. HKAS 7, 10, 11, 12, 14, 18, 19, 23, 27, 33, 34 and 37 do not have any impact as the Group's accounting policies already comply with the standards. iv. HKAS 24 affects the identification of related parties and the disclosure of related party transactions. The adoption of HKAS 17 has resulted in a change in accounting policy relating to leasehold land. Leasehold land and buildings were previously carried at valuation less accumulated depreciation. In accordance with the provisions of HKAS 17, a lease of land and building should be split into a lease of land and a lease of building in proportion to the relative fair values of the leasehold interests in the land element and the building element of the lease at the inception of the lease. The lease premium for land is stated at cost and amortised over the period of the lease whereas the leasehold building is stated at valuation less accumulated depreciation. The adoption of HKFRS 2 has resulted in change in accounting policy for employee share options. Prior to this, the provision of share options to employees did not result in a charge to the profit and loss account. The adoption of HKFRS 3, HKAS 36 and HKAS 38 has resulted in a change in the accounting policy for goodwill. Prior to this, goodwill was: i. amortised on a straight-line basis over a period of not exceeding 20 years; and ii. assessed for the impairment at each balance sheet date. In accordance with the provisions of HKFRS 3: i. the Group ceased amorisation of goodwill from 1 January 2002; ii. accumulated amortisation as at 31 December 2002 has been eliminated with a corresponding decrease in the cost of goodwill; iii. from the year ended 31 December 2003 onwards, goodwill is tested annually for impairment, as well as when there are indications of impairment. The adoption of HKAS 32 and HKAS 39 has resulted in a change in accounting policy for recognition, measurement, derecognition and disclosure of financial instruments. Until 31 December 2004, investments of the Group were classified into non-trading securities and trading securities, and were stated in the balance sheet at fair value. Bank deposits with embedded derivatives for yield enhancement were treated as bank deposits and stated at cost. In accordance with the provisions of HKAS 39, the investments have been classified into available-for-sale financial assets, financial assets at fair value through profit or loss and loans and receivables (which include bank deposits and cash and cash equivalents). The classification depends on the purpose for which the investments were held. For debt securities and bank deposits with embedded derivatives for yield enhancement, where the economic characteristics and the risks of such derivatives are not closely related to the bank deposits and debt securities, all such bank deposits, debt securities and the embedded derivatives are designated as financial assets at fair value through profit or loss and with changes in fair value recognized in the profit and loss account. Interest income for financial assets at fair value through profit or loss is included as net realized and unrealized gains/(losses) and interest income of financial assets at fair value through profit or loss. All relevant changes in the accounting policies have been made in accordance with the provisions of the respective standards, which require retrospective application to prior year comparatives other than: i. HKFRS 2 - retrospective application of all equity instruments granted to employees after 7 November 2002 and not vested at 1 January 2004; ii. HKFRS 3 - prospectively after 1 January 2002; iii. HKAS 39 - prospectively from 1 January 2005. Effect of changes in the accounting policies on consolidated profit and loss account Effect of adoption _________________________________________________ HKFRS3 HKAS8# HKAS36* HKAS32# & & & HKAS17# HKFRS2# HKAS38* HKAS39^ Total $'000 $'000 $'000 $'000 $'000 _______________________________________________________________________ For the six months ended 30 June 2004 Decrease in amortisation 20 - - - 20 and depreciation of property, plant and equipment Increase in MI's (12) - - - (12) share of results for the period Decrease in amortisation - - 619 - 619 of goodwill Decrease in release of - - (284) - (284) of negative goodwill to income statement ___________________________________________ Increase (decrease) in net 8 - 335 - 343 profit for the period =========================================== Increase (decrease) in - - (0.04) - (0.04) basic earnings per =========================================== share (HK cents) HKFRS3 HKAS8# HKAS36* HKAS32# & & & HKAS17# HKFRS2# HKAS38* HKAS39^ Total $'000 $'000 $'000 $'000 $'000 _______________________________________________________________________ For the six months ended 30 June 2005 Interest in staff costs - (10,038) - - (10,038) and related expenses Decrease in amorisation 20 - - - 20 and depreciation of property, plant and equipment Increase in MI's (12) - - - (12) share of results for the period Decrease in amortisation - - 2,373 - 2,373 of goodwill Decrease in release of - - (692) - (692) negative goodwill to income statement Decrease in amortisation of - - - 562 562 premium payable on redemption of convertible bonds Amortised cost impact on - - - (772) (772) senior notes Increase in negative fair - - - (4,833) (4,833) value of derivatives __________________________________________ Increase (decrease) in net 8 (10,038) 1,681 (5,043)(13,392) profit for the period ========================================== Increase (decrease) in - (1.06) 0.18 0.54 (1.42) basic earnings per ========================================== share (HK cents) * adjustments which take effect prospectively from 1 January 2002 ^ adjustments which take effect prospectively from 1 January 2005 # adjustments which take effect retrospectively 2. Earnings per share The calculation of the earnings per share for the six months ended 30 June 2005 and 30 June 2004 was based on the net profit of HK$128,249,000 and HK$95,699,000 respectively and on the weighted average number of 942,251,000 ordinary shares and 934,705,000 ordinary shares in issue during the respective periods. Diluted earnings per share for the period ended 30 June 2005 was calculated based on the net profits of HK$134,894,000 adjusted for the interest on convertible note and on the weighted average number of 1,057,773,000 shares, adjusted for the outstanding share options of 17,671,000 shares and convertible bonds of 97,851,000 shares during the period. Diluted earnings per share for the period ended 30 June 2004 was calculated based on the net profits of HK$99,318,000 adjusted for the interest on convertible note and on the weighted average number of 1,052,579,000 shares, adjusted for the outstanding share options of 20,023,000 shares and convertible bonds of 97,851,000 shares during the period. |